UCB SA

Statutory auditor's report to the general shareholders' meeting for the year ended 31 December 2018

27 February 2019

STATUTORY AUDITOR'S REPORT TO THE GENERAL SHAREHOLDERS' MEETING OF THE COMPANY UCB SA FOR THE YEAR ENDED 31 DECEMBER 2018

We present to you our statutory auditor's report in the context of our statutory audit of the annual accounts of UCB SA (the "Company"). This report includes our report on the audit of the annual accounts, as well as the report on other legal and regulatory requirements. These reports form part of an integrated whole and are indivisible.

We have been appointed as statutory auditor by the general meeting d.d. 25 April 2018, following the proposal formulated by the board of directors and following the recommendation by the audit committee and the proposal formulated by the works' council. Our mandate will expire on the date of the general meeting which will deliberate on the annual accounts for the year ended 31 December 2018. We started the statutory audit of the annual accounts of the Company before 1990.

Report on the annual accounts

Unqualified opinion

We have performed the statutory audit of the annual accounts of the Company, which comprise the balance sheet as at 31 December 2018, and the profit and loss account for the year then ended, and the notes to the annual accounts, characterised by a balance sheet total of EUR 7.047.107.752 and a profit and loss account showing a profit for the year of EUR 22.403.148.

In our opinion, the annual accounts give a true and fair view of the Company's net equity and financial position as at 31 December 2018, and of its results for the year then ended, in accordance with the financial-reporting framework applicable in Belgium.

Basis for unqualified opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs) as applicable in Belgium. Furthermore, we have applied the International Standards on Auditing (ISAs) as approved by the IAASB for the years ending as from 31 December 2018, which are not yet approved at the national level. Our responsibilities under those standards are further described in the "Statutory auditor's responsibilities for the audit of the annual accounts" section of our report. We have fulfilled our ethical responsibilities in accordance with the ethical requirements that are relevant to our audit of the annual accounts in Belgium, including the requirements related to independence.

We have obtained from the board of directors and Company officials the explanations and information necessary for performing our audit.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

PwC Bedrijfsrevisoren cvba - PwC Reviseurs d'Entreprises scrl - Financial Assurance Services Maatschappelijke zetel/Siège social: Woluwe Garden, Woluwedal 18, B-1932 Sint-Stevens-Woluwe T: +32 (0)2 710 4211, F: +32 (0)2 710 4299, www.pwc.com BTW/TVA BE 0429.501.944 / RPR Brussel - RPM Bruxelles / ING BE43 3101 3811 9501 - BIC BBRUBEBB / BELFIUS BE92 0689 0408 8123 - BIC GKCCBEBB

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the annual accounts of the current period. These matters were addressed in the context of our audit of the annual accounts as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Carrying value of investments in subsidiaries and associates

Area of focus

The Company has investments in subsidiaries (#280) for EUR 4.113.017.007 (31 December 2017 -EUR 4.797.799.211) and in associates (#282) for EUR 15.126.591 (31 December 2017 -EUR 15.126.591).

The carrying values of investments in subsidiaries and associates are contingent on future cash flows that will be generated by the underlying legal entities. If these cash flows do not meet the expectations, there is risk that these assets will be impairment reviews performed by Company contain a number of significant judgements and estimates including revenue growth, the success of new product launches, patent expiry dates, profit margins and discount rate.

How our audit addressed the area of focus

We performed the following procedures to assess the carrying values of the investments:

We compared the carrying value of each individually material investment to the total equity of the concerned legal entity. We discussed with management, for these entities, the current year financial performance and the expected business developments;
- For those entities for which the total equity is lower than the carrying value or for which the business development is expected to be negatively impacted by certain events, decisions or trends, we obtained the impairment analyses based on a discounted cash flow model and tested the reasonableness of the methodology and the key assumptions. These assumptions include profit and cash flow developments, the impact of product portfolio changes, pricing impacts and the selection of discount rates.

As a result of our work, we concur with management's conclusions that an impairment of EUR 99.486.853 is required. We also concur with the impairment reversal of EUR 8.258.518 in the current year, which is supported by the impairment assessment of the related investment.

Responsibilities of the board of directors for the preparation of the annual accounts

The board of directors is responsible for the preparation of annual accounts that give a true and fair view in accordance with the financial-reporting framework applicable in Belgium, and for such internal control as the board of directors determines is necessary to enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or error.

In preparing the annual accounts, the board of directors is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the board of directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Statutory auditor's responsibilities for the audit of the annual accounts

Our objectives are to obtain reasonable assurance about whether the annual accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual accounts.

In performing our audit, we comply with the legal, regulatory and normative framework applicable to the audit of the annual accounts in Belgium.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

· Identify and assess the risks of material misstatement of the annual accounts, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the board of directors.
Conclude on the appropriateness of the board of directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our statutory auditor's report to the related disclosures in the annual accounts or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our statutory auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.
. Evaluate the overall presentation, structure and content of the annual accounts, including the disclosures, and whether the annual accounts represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with the audit committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the audit committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the audit committee, we determine those matters that were of most significance in the audit of the annual accounts of the current period and are therefore the key audit matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter.

Other legal and regulatory requirements

Responsibilities of the board of directors

The board of directors is responsible for the preparation and the content of the directors' report, and the non-financial and other information included in the annual report on the Company's consolidated accounts as well as for the compliance with the legal and regulatory requirements regarding bookkeeping, with the Companies' Code and with the Company's articles of association.

Statutory auditor's responsibilities

In the context of our mandate and in accordance with the Belgian standard (Revised in 2018) which is complementary to the International Standards on Auditing (ISAs) as applicable in Belgium, our responsibility is to verify, in all material respects, the directors' report and the other information included in the annual report, certain documents required by virtue of legal and regulatory requirements, as well as compliance with the articles of association and certain requirements of the Companies' Code and to report on these matters.

Aspects related to the directors' report

In our opinion, after having performed specific procedures in relation to the directors' report, this report is consistent with the annual accounts for the year under audit, and it is prepared in accordance with the articles 95 and 96 of the Companies' Code.

In the context of our audit of the annual accounts, we are also responsible for considering, in particular based on the knowledge acquired resulting from the audit, whether the directors' report is materially misstated or contains information which is inadequately disclosed or otherwise misleading. In light of the procedures we have performed, there are no material misstatements we have to report to you.

The non-financial information required by virtue of article 96, \$4 of the Companies' Code is included in the directors' report on the consolidated accounts. The Company has prepared the non-financial information, based on the GRI standards. However, we do not express an opinion as to whether the non-financial information has been prepared in accordance with the GRI standards as disclosed in the annual accounts

Statement related to the social balance sheet

The social balance sheet, to be deposited in accordance with article 100, § 1, 6%2 of the Companies' Code, includes, both in terms of form and content, the information required by virtue of the Companies' Code and does not present any material inconsistencies with the information we have at our disposition in our audit file.

Statement related to independence

Our registered audit firm and our network did not provide services which are incompatible with the statutory audit of the annual accounts and our registered audit firm remained independent of the Company in the course of our mandate.
The fees for additional services which are compatible with the statutory audit of the annual accounts referred to in article 134 of the Companies' Code are correctly disclosed and itemized in the notes to the annual accounts.

Other statements

Without prejudice to formal aspects of minor importance, the accounting records were maintained in accordance with the legal and regulatory requirements applicable in Belgium.
The appropriation of results proposed to the general meeting complies with the legal provisions and the provisions of the articles of association.
There are no transactions undertaken or decisions taken in breach of the Company's articles of association or the Companies' Code that we have to report to you.
This report is consistent with the additional report to the audit committee referred to in article 11 of the Regulation (EU) Nº 537/2014.
In accordance with article 523 of the Companies' Code, we are also required to report to you on the decisions of the Board of Directors of 21 February 2018 relative to (1) the corporate results 2017 bonus pay-out, Long Term Incentive (LTI) award vesting and the 2018 targets, (2) the issuance of 900.000 stock options to approximately 380 employees with a vesting period of 3 years, (3) the allocation of 955.000 and 143.000 shares (or 1.098.000 shares in total) respectively to about 1.760 employees (Stock Awards) and to about 54 employees of upper management (Performance Share Plan), and (4) the CEO compensation and LTI, including the base salary as from 1 March 2018, bonus pay-out 2018 (performance 2017) and the LTI 2018.

These decisions were recorded in minutes, the text of which is taken in extenso in the directors' report on the consolidated financial statements. As explained in these minutes, the financial consequences of the decisions are that (1) the 2017 bonus pay-out based on the 2017 results (REBITDA), the REBITDA target for the 2018 bonus pay-out and the metrics used for the Performance Share Plan 2018-2020 (pay-out 2021) have been approved, (2) the issuance of 900.000 stock options in 2018 represents a cost to the company that corresponds to the difference between the purchase price of own shares by the company and the price of resale of these shares to the beneficiary upon exercise of the options, (3) the allocation of 1.098.000 shares (Stock Awards and Performance Share Plan) represents a cost to the company that corresponds to the value of the UCB shares at the time of vesting (vesting period of 3 years), and (4) the annual base pay of the CEO will be EUR 1.077.607 as from 1 March 2018, the CEO bonus pay-out 2018 (performance 2017) will be EUR 1.536.217, and the CEO LTI will be 44.741 stock options (vesting period of 3 years and 9 months), 12.561 stock awards (3 years vesting period) and 20.745 performance shares (3 years vesting period).

Brussels, 27 February 2019

The Statutory Auditor PwC Reviseurs d'Entreprises scrl / Bedrijfsrevisoren cvba Represented by

Romain Seffer
Registered Auditor

40				EUR
NAT -	Filing date	Nr.		i	ﻠ

ﺴﯩ

ANNUAL ACCOUNTS AND OTHER DOCUMENTS TO BE FILED UNDER

BELGIAN COMPANY LAW

IDENTIFICATION DETAILS

NAME:
Legal form: Public limited company
Address Allée de la Recherche
Postal code:
Country: Belgium
Register of legal persons - commercial court
Website address!
BE 0403.053.608 Company identification number
DATE the date of publication of the memorandum of association and of the articles of association.
ANNUAL ACCOUNTS ANNUAL ACCOUNTS IN EUROS 25 / 04 / 2019 approved by the general meeting of f
01 / 01 / 2018 2018 31 / 12 / Regarding the financial year from
Preceding financial year from 2017
The amounts for the preceding period are / are ones previously published.

Total number of pages filed: .............................. Numbers of sections of the standard form not filed because they serve no useful purpose: ..... 6.2.1. 6.2.2. 6.2.5.6.3.4. 6.5.2. 6.17. 6.18.2. 6.20. 8. 9

Jean-Christophe TELLIER Director

Evelyn du Monceau Chairman of the Board of Directors

ـــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــــ Optional information.

² Strike out what is not applicable.

LIST OF THE DIRECTORS, BUSINESS MANAGERS AND AUDITORS

COMPLETE LIST with surname, first names, profession, place of residence (address, number, postal code and municipality) and position within the company

Evelyn JANSSEN épse de D. du MONCEAU de BERGENDAL c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belqium	Chairman of the board of directors
Pierre GURDJIAN c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belgium	Vice-chairman of the board of directors
Jean-Christophe TELLIER c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belgium	Director
Alice DAUTRY c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belgium	Director
Kay DAVIES c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belgium	Director
Albrecht DE GRAEVE c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belgium	Director
Charles-Antoine JANSSEN c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belgium	Director
Cyril JANSSEN c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belqium	Director
Norman J. ORNSTEIN c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belgium	Director
Cédric van RIJCKEVORSEL c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belgium	Director
Ulf WINBERG c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belqium	Director
Viviane MONGES c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belgium	Director
Roch DOLIVEUX c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belgium	Director
PwC Réviseurs d'Entreprises SCCRL Nr .: BE 0429.501.944 Woluwe Garden Woluwedal 18, 1932 Sint-Stevens-Woluwe, Belgium Membership nr.: B00009	Auditor
Represented by:

Romain SEFFER Woluwedal 18, 1932 Sint-Stevens-Woluwe, Belgium Membership nr.: A02047

DECLARATION REGARDING A COMPLIMENTARY REVIEW OR CORRECTION ASSIGNMENT

The managing board declares that no audit or correction assignment has been given to a person who was not authorised to do so by law, pursuant to art. 34 and 37 of the law of 22th April 1999 concerning accounting and tax professions.

The annual accounts 如果 / were not audited or corrected by an external accountant or by a company auditor who is not the statutory auditor.

lf affirmative, mention hereafter: surname, profession and address of each external accountant or company auditor and his membership number with his Institute as well as the nature of his assignment:

A. Bookkeeping of the enterprise ** ,
B. Preparing the annual accounts **,
C. Auditing the annual accounts and/or
D. Correcting the annual accounts.

If the tasks mentioned under A. or B. are executed by certified bookkeepers - tax specialists, you can mention hereafter: surname, first names, profession and address of each certified bookkeeper - tax specialist and his/her affiliation number with the Institute of Accounting Professional and Tax Experts and the nature of his/her assignment.

Surname, first names, profession and address	Affiliation number	Nature of the assignment (A, B, C and/or D)

Strike out what is not applicable.

Optional information.

ANNUAL ACCOUNTS

BALANCE SHEET AFTER APPROPRIATION

	Discl.
ASSETS
Formation expenses
FIXED ASSETS
Intangible fixed assets
Tangible fixed assets Land and buildings Plant, machinery and equipment Furniture and vehicles Leasing and similar rights Other tangible fixed assets Assets under construction and advance payments
Financial fixed assets
Affiliated enterprises Participating interests Amounts receivable
Enterprises linked by participating interests Participating interests Amounts receivable Other financial assets Shares Amounts receivable and cash guarantees

Codes	Period	Preceding period

20	11.432.086	12.311.017
21/28	4.146.189.163	4.822.320.141
21	301.978	376.605
22/27	17.691.802	8.965.949
22	5.760.086	5.752.315
23	1.202.634	866.519
24	360.191	145.247
25
26
27	10.368.891	2.201.868
28	4.128.195.383	4.812.977.587
280/1	4.113.017.007	4.797.799.211
280	4.113.017.007	4.797.799.211
281
282/3	15.126.591	15.126.591
282	15.126.591	15.126.591
283
284/8	51.785	51.785
284	51.785	51.785
285/8

	Discl.	Codes	Period	Preceding period
CURRENT ASSETS		29/58	2.889.486.503	3.135.574.217
Amounts receivable after more than one year		29	1.595.672.213	1.150.397.211
Trade debtors		290
Other amounts receivable		291	1.595.672.213	1.150.397.211
Stocks and contracts in progress		3
Stocks		30/36		.
Raw materials and consumables		30/31
Work in progress		32
Finished goods		33
Goods purchased for resale		34
Immovable property intended for sale		35		TACATCACCACAGACAGCAGGCCCCCCCCCCCCCC
Advance payments		36
Contracts in progress		37
Amounts receivable within one year		40/41	882.715.132	1.591.293.825
Trade debtors		40	21.524.853	19.411.606
Other amounts receivable		41	861.190.279	1.571.882.219
Current investments		50153	112.792.121	156.395.951
Own shares		50	112.092.371	155.725.242
Other investments		51/53	699.750	670.709
Cash at bank and in hand		54/58	122.364.701	27.574.494
Deferred charges and accrued income	6.6	490/1	175.942.336	209.912.736
TOTAL ASSETS		20/58	7.047.107.752	7.970.205.375

	Discl.	Codes	Period	Preceding period
EQUITY AND LIABILITIES
EQUITY		10/15	5.336.910.951	5.547.315.799
Capital Issued capital Uncalled capital		10 100 101	583.516.974 583.516.974	583.516.974 583.516.974
Share premium account		11	1.999.541.662	1.999.541.663
Revaluation surpluses		12
Reserves Legal reserve Reserves not available In respect of own shares held Other Untaxed reserves Available reserves Accumulated profits (losses) Investment grants Advance to associates on the sharing out of the assets		13 130 131 1310 1311 132 133 14 15 19	2.753.852.315 58.351.697 112.092.371 112.092.371 2.583.408.247	2.964.257.162 58.351.697 155.725.242 155.725.242 2.750.180.223
PROVISIONS AND DEFERRED TAXES		16	38.430.901	41.411.405
Provisions for liabilities and charges Pensions and similar obligations Taxation Major repairs and maintenance Environmental obligations Other liabilities and charges	6.8	160/5 160 161 162 163 164/5	38.430.901 188.520 . 38.242.381	41.411.405 254.780 41.156.625
Deferred taxes		168

F 3.2

	Discl.	Codes	Period	Preceding period
AMOUNTS PAYABLE		17/49	1.671.765.900	2.381.478.171
Amounts payable after more than one year	6.9	17	1.260.645.396	1.500.625.501
Financial debts		170/4	1.260.645.396	1.500.625.501
Subordinated loans		170
Unsubordinated debentures		171	1.125.717.000	1.200.717.000
Leasing and other similar obligations		172
Credit institutions		173
Other loans		174	134.928.396	299.908.501
Trade debts		175
Suppliers		1750
Bills of exchange payable		1751
Advances received on contracts in progress		176
Other amounts payable		178/9
Amounts payable within one year	6.9	42/48	372.546.808	830.444.339
Current portion of amounts payable after more than one year
falling due within one year		42	92.464.198
Financial debts		43	55.178	561.263.566
Credit institutions		430/8	55.178	9.292.931
Other loans		439		551.970.635
Trade debts		44	16.833.177	15.204.473
Suppliers		440/4	16.833.177	15.204.473
Bills of exchange payable		441
Advances received on contracts in progress		46
Taxes, remuneration and social security	6.9	45	28.426.796	26.097.187
Taxes		450/3	9.794.360	9.826.908
Remuneration and social security		454/9	18.632.436	16.270.279
Other amounts payable		47148	234.767.459	227.879.113
Accruals and deferred income	6.9	492/3	38.573.696	50.408.331
TOTAL LIABILITIES		10/49	7.047.107.752	7.970.205.375

BE 0403.053.608
-----------------

INCOME STATEMENT

	Codes	Period	Preceding period
Operating income	70/76A	73.975.804	77.215.918
Turnover	70
Stocks of finished goods and work and contracts in progress: increase (decrease) (+)/(-)	71
Own work capitalised	72
Other operating income	74	73.975.804	77.215.918
Non-recurring operating income	76A
Operating charges	60/66A	128.479.371	130.815.270
Raw materials, consumables	60
Purchases	800/8
Stocks: decrease (increase) (+)((-)	609
Services and other goods	61	47.694.500	47.345.757
Remuneration, social security costs and pensions (+)/(-) 6.10	62	79.882.229	84.384.939
Depreciation of and other amounts written off formation
expenses, intangible and tangible fixed assets	630	2.025.639	2.276.961
Amounts written off stocks, contracts in progress and trade
debtors: Appropriations (write-backs) (+)/(-) 6.10	631/4
Provisions for liabilities and charges: Appropriations (uses and write-backs)	635/8	-2.567.957	-6.925.607
Other operating charges	640/8	1.689.377	3.033.220
Operating charges carried to assets as restructuring costs (-)	649
		-244.417
Non-recurring operating charges	66A		700.000
Operating profit (loss) (+)/(-)	9901	-54.503.567	-53.599.352

ド 4 |

	Discl.	Codes	Period	Preceding period
Financial income		75/76B	258.162.973	181.262.054
Recurring financial income		75	249.904.455	177.791.594
Income from financial fixed assets		750	173.252.699	92.271.231
Income from current assets		751	73.706.891	80.432.734
Other financial income	6.11	752/9	2.944.865	5.087.629
Non-recurring financial income		76B	8.258.518	3.470.460
Financial charges		65/66B	181.219.863	91.301.880
Recurring financial charges		65	81.733.010	91.301.880
Debt charges		650	73.719.435	75.053.402
Amounts written off current assets except stocks, contracts in progress and trade debtors: appropriations (write-backs)
		651
Other financial charges		652/9	8.013.575	16.248.478
Non-recurring financial charges		66B	99.486.853
Gain (loss) for the period before taxes		9903	22.439.543	36.360.822
Transfer from deferred taxes		780
Transfer to deferred taxes		680
Income taxes		67/77	36.395	37.307
Taxes		670/3	36.395	37.307
Adjustment of income taxes and write-back of tax provisions		77
Gain (loss) of the period		9904	22.403.148	36.323.515
Transfer from untaxed reserves		789
Transfer to untaxed reserves		ല്ലേക
Gain (loss) of the period available for appropriation (+)/(-)		agos	22.403.148	36.323.515

F 4

APPROPRIATION ACCOUNT

	Codes	Period	Preceding period
Profit (loss) to be appropriated Gain (loss) of the period available for appropriation Profit (loss) brought forward	aan aan aan aan aan aan aan aan aan aan aan aan aan aan aan aan aan aan aan aan aan aan aan aan aan aan aan aan aan aan aan aan aan aan aan aan aan aan aan aan aan aan aan aa (9905) 14P	22.403.148 22.403.148 .	36.323.515 36.323.515
Withdrawals from capital and reserves	791/2	210.404.847	189.820.804
from capital and share premium account	791
from reserves	792	210.404.847	189.820.804
Transfer to capital and reserves	691/2
to capital and share premium account	691
to legal reserve	6920
to other reserves	6921
Accumulated profits (losses)	(14)	------------------------------------------------------------------------------------------------------------------------------------------------------------------------------	.
Owners' contribution in respect of losses	794	.
Profit to be distributed	694/7	232.807.995	226.144.319
Dividends	694	232.807.995	226.144.319
Directors' or managers' entitlements	୧୦୧
Employees	696
Other beneficiaries	697

EXPLANATORY DISCLOSURES

STATEMENT OF FORMATION EXPENSES

	Codes	Period	Preceding period
Net book value at the end of the period		XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX	12.311.017
Movements during the period
New expenses incurred		2.285.596
Depreciation		3.164.527
Other	8004
Net book value at the end of the period		11.432.086
Of which
Formation or capital increase expenses, loan issue expenses and other
tormation expenses		11.432.086
Restructuring costs

	Codes	Period	Preceding period
Concessions, Patents, Licences, Know-how, Brands and SIMILAR RIGHTS
Acquisition value at the end of the period	8052P	XXXXXXXXXXXXXXXXXXXX	1.426.895
Movements during the period
Acquisitions, including produced fixed assets	8022	2.275
Sales and disposals	8032
Transfers from one heading to another	8042	29.059
Acquisition value at the end of the period	8052	1.458.229
Depreciations and amounts written down at the end of the period	8122P	XXXXXXXXXXXXXXXXXXXXX	1.050.290
Movements during the period
Recorded	8072	105.961
Written back	8082
Acquisitions from third parties	8092
Cancelled owing to sales and disposals	8102
Transferred from one heading to another	8112
Depreciations and amounts written down at the end of the period	8122	1.156.251
NET BOOK VALUE AT THE END OF THE PERIOD	211	301.978

	Codes	Period	Preceding period
GOODWILL
Acquisition value at the end of the period	8053P	XXXXXXXXXXXXXXXXXXXX	18.283.336
Movements during the period
Acquisitions, including produced fixed assets
Sales and disposals
Transfers from one heading to another	8043
Acquisition value at the end of the period	8053	18.283.336
Depreciations and amounts written down at the end of the period	8123P	XXXXXXXXXXXXXXXXXXXXX	18.283.336
Movements during the period
Recorded
Written back	8083
Acquisitions from third parties	8093
Cancelled owing to sales and disposals	8103
Transferred from one heading to another	8113
Depreciations and amounts written down at the end of the period	8123	18.283.336
NET BOOK VALUE AT THE END OF THE PERIOD	212

Nr.

Nr.	BE 0403.053.608

STATEMENT OF TANGIBLE FIXED ASSETS

	Codes	Period	Preceding period
LAND AND BUILDINGS
Acquisition value at the end of the period		XXXXXXXXXXXXXXXXXXXXX	6.449.354
Movements during the period
Acquisitions, including produced fixed assets	8161
Sales and disposals
Transfers from one heading to another	8181	65.340
Acquisition value at the end of the period	8191	6.514.694
Revaluation surpluses at the end of the period	8251P	XXXXXXXXXXXXXXXXXXXXX
Movements during the period
Recorded	8211
Acquisitions from third parties
Cancelled	8231
Transferred from one heading to another	8241
Revaluation surpluses at the end of the period	8251
Depreciations and amounts written down at the end of the period	8321P	XXXXXXXXXXXXXXXXXXXX	697.039
Movements during the period
Recorded	8271	57.569
Written back	8281
Acquisitions from third parties	8291
Cancelled owing to sales and disposals	8301 -
Transferred from one heading to another (+)((-)	8311
Depreciations and amounts written down at the end of the period	8321	754.608
NET BOOK VALUE AT THE END OF THE PERIOD	(22)	5.760.086

Nr.	BE 0403.053.608
-----	-----------------

	Codes	Period	Preceding period
PLANT, MACHINERY AND EQUIPMENT
Acquisition value at the end of the period	8192P	XXXXXXXXXXXXXXXXXXXX	1.597.423
Movements during the period
Acquisitions, including produced fixed assets	8162	185.577
Sales and disposals	8172
Transfers from one heading to another	8182	392.453
Acquisition value at the end of the period	8192	2.175.453
Revaluation surpluses at the end of the period	8252P	XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
Movements during the period
Recorded	8212
Acquisitions from third parties	8222
Cancelled	8232
Transferred from one heading to another	8242
Revaluation surpluses at the end of the period	8252
Depreciations and amounts written down at the end of the period	8322P	XXXXXXXXXXXXXXXXXXXXX	730.904
Movements during the period
Recorded	8272	241.915
Written back	8282
Acquisitions from third parties	8292
Cancelled owing to sales and disposals	8302
Transferred from one heading to another	8312
Depreciations and amounts written down at the end of the period	8322	972.819
NET BOOK VALUE AT THE END OF THE PERIOD	(23)	1.202.634

Nr.	BE 0403.053.608

	Codes	Period	Preceding period
FURNITURE AND VEHICLES
Acquisition value at the end of the period	8193P	XXXXXXXXXXXXXXXXXXXX	3.958.050
Movements during the period
Acquisitions, including produced fixed assets	8163	293.496
Sales and disposals	8173
Transfers from one heading to another	8183
Acquisition value at the end of the period	8193	4.251.546
Revaluation surpluses at the end of the period	8253P	XXXXXXXXXXXXXXXXXXXXX
Movements during the period
Recorded	8213
Acquisitions from third parties	8223
Cancelled	8233
Transferred from one heading to another	8243
Revaluation surpluses at the end of the period	8253
Depreciations and amounts written down at the end of the period	8323P	XXXXXXXXXXXXXXXXXXXX	3.812.803
Movements during the period
Recorded	8273	78.552
Written back	8283
Acquisitions from third parties	8293
Cancelled owing to sales and disposals	8303 . -
Transferred from one heading to another	8313
Depreciations and amounts written down at the end of the period	8323	3.891.355
NET BOOK VALUE AT THE END OF THE PERIOD	(24)	360.191

Nr.	BE 0403.053.608
-----	-----------------

	Codes	Period	Preceding period
OTHER TANGIBLE FIXED ASSETS
Acquisition value at the end of the period		XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX	1.418.240
Movements during the period
Acquisitions, including produced fixed assets	8165
Sales and disposals	8175
Transfers from one heading to another	8185
Acquisition value at the end of the period	8195	1.418.240
Revaluation surpluses at the end of the period	8255P	XXXXXXXXXXXXXXXXXXXXX
Movements during the period
Recorded	8215
Acquisitions from third parties	8225
Cancelled	8235
Transferred from one heading to another	8245
Revaluation surpluses at the end of the period	8255
Depreciations and amounts written down at the end of the period	8325P	XXXXXXXXXXXXXXXXXXXXX	1.418.240
Movements during the period
Recorded	8275
Written back	8285
Acquisitions from third parties	8295
Cancelled owing to sales and disposals	8305
Transferred from one heading to another	8315
Depreciations and amounts written down at the end of the period I	8325	1.418.240
NET BOOK VALUE AT THE END OF THE PERIOD	(26)

	Codes	Period	Preceding period
ASSETS UNDER CONSTRUCTION AND ADVANCE PAYMENTS
Acquisition value at the end of the period	8196P	XXXXXXXXXXXXXXXXXXXXX	2.201.868
Movements during the period
Acquisitions, including produced fixed assets	8166	8.653.875
Sales and disposals	8176
Transfers from one heading to another	8186	-486.852
Acquisition value at the end of the period	8196	10.368.891
Revaluation surpluses at the end of the period	8256P	XXXXXXXXXXXXXXXXXXXXX
Movements during the period
Recorded	8216
Acquisitions from third parties	8226
Cancelled	8236
Transferred from one heading to another	8246
Revaluation surpluses at the end of the period	8256
Depreciations and amounts written down at the end of the period	8326P	XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
Movements during the period
Recorded	8276
Written back	8286
Acquisitions from third parties	8296
Cancelled owing to sales and disposals	8306
Transferred from one heading to another	8316
Depreciations and amounts written down at the end of the period }	8326
NET BOOK VALUE AT THE END OF THE PERIOD	(27)	10.368.891

STATEMENT OF FINANCIAL FIXED ASSETS

	Codes	Period	Preceding period
AFFILIATED ENTERPRISES - PARTICIPATING INTERESTS AND SHARES
Acquisition value at the end of the period	8391P	XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX	4.893.494.566
Movements during the period
Acquisitions	8361	2.000.044
Sales and disposals	8371	595.553.913
Transfers from one heading to another	8381
Acquisition value at the end of the period	8391	4.299.940.697
Revaluation surpluses at the end of the period	8451P	XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
Movements during the period
Recorded	8411
Acquisitions from third parties	8421
Cancelled	8431
Transferred from one heading to another	8441
Revaluation surpluses at the end of the period	8451
Amounts written down at the end of the period	8521P	XXXXXXXXXXXXXXXXXXXXX	95.695.355
Movements during the period
Recorded	8471	99.486.853
Written back	8481	8.258.518
Acquisitions from third parties	8491
Cancelled owing to sales and disposals	8501
Transferred from one heading to another	8511
Amounts written down at the end of the period	8521	186.923.690
Uncalled amounts at the end of the period	8551P	XXXXXXXXXXXXXXXXXXXX
Movements during the period	8541
Uncalled amounts at the end of the period	8551
NET BOOK VALUE AT THE END OF THE PERIOD	(280)	4.113.017.007
AFFILIATED ENTERPRISES - AMOUNTS RECEIVABLE
NET BOOK VALUE AT THE END OF THE PERIOD	281P	XXXXXXXXXXXXXXXXXXXXX
Movements during the period
Additions	8581
Repayments	8591
Amounts written down	8601
Amounts written back	8611
Exchange differences	8621
Other movements	8631
NET BOOK VALUE AT THE END OF THE PERIOD	(281)
ACCUMULATED AMOUNTS WRITTEN OFF AMOUNTS RECEIVABLE AT END OF
THE PERIOD ………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………	8651

	Codes	Period	Preceding period
ENTERPRISES LINKED BY A PARTICIPATING INTEREST - PARTICIPATING INTERESTS AND SHARES
Acquisition value at the end of the period	8392P	XXXXXXXXXXXXXXXXXXX	15.126.591
Movements during the period
Acquisitions	8362
Sales and disposals	8372
Transfers from one heading to another	8382
Acquisition value at the end of the period	8392	15.126.591
Revaluation surpluses at the end of the period	8452P	XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
Movements during the period Recorded	8412
Acquisitions from third parties	8422
Cancelled	8432
Transferred from one heading to another	8442
Revaluation surpluses at the end of the period	8452
	8522P	XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
Amounts written down at the end of the period
Movements during the period
Recorded	8472
Written back	8482
Acquisitions from third parties	8492
Cancelled owing to sales and disposals	8502
Transferred from one heading to another	8512
Amounts written down at the end of the period	8522
Uncalled amounts at the end of the period	8552P	XXXXXXXXXXXXXXXXXXXXXX
Movements during the period	8542
Uncalled amounts at the end of the period	8552
NET BOOK VALUE AT THE END OF THE PERIOD (282)		15.126.591
ENTERPRISES LINKED BY A PARTICIPATING INTEREST - AMOUNTS RECEIVABLE
NET BOOK VALUE AT THE END OF THE PERIOD	283P	XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
Movements during the period
Additions	8582
Repayments	8592
Amounts written down	8602
Amounts written back	8612
Exchange differences	8622
Other movements	8632
NET BOOK VALUE AT THE END OF THE PERIOD	(283)

ACCUMULATED AMOUNTS WRITTEN OFF AMOUNTS RECEIVABLE AT END OF THE PERIOD …………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………	8652

First - F2017 - 21 / 59

	Codes	Period	Preceding period
OTHER ENTERPRISES - PARTICIPATING INTERESTS AND SHARES
Acquisition value at the end of the period	8393P	XXXXXXXXXXXXXXXXXXXX	53.800
Movements during the period
Acquisitions	8363
Sales and disposals	8373
Transfers from one heading to another	8383
Acquisition value at the end of the period	8383	53.800
Revaluation surpluses at the end of the period	8453P	XXXXXXXXXXXXXXXXXXXXX
Movements during the period
Recorded	8413
Acquisitions from third parties	8423
Cancelled	8433
Transferred from one heading to another	8443
Revaluation surpluses at the end of the period	8453
Amounts written down at the end of the period	8523P	XXXXXXXXXXXXXXXXXXXX
Movements during the period
Recorded	8473
Written back	8483
Acquisitions from third parties	8493
Cancelled owing to sales and disposals	8503
Transferred from one heading to another	8513
Amounts written down at the end of the period	8523
Uncalled amounts at the end of the period	8553P	XXXXXXXXXXXXXXXXXXXX	2.015
Movements during the period (+)((	8543
Uncalled amounts at the end of the period	8553	2.015
NET BOOK VALUE AT THE END OF THE PERIOD		51.785
OTHERS ENTERPRISES - AMOUNTS RECEIVABLE
NET BOOK VALUE AT THE END OF THE PERIOD	285/8P	XXXXXXXXXXXXXXXXXXXX
Movements during the period
Additions	8583
Repayments
Amounts written down
Amounts written back	8613
Exchange differences	8623
Other movements	8633
NET BOOK VALUE AT THE END OF THE PERIOD

ACCUMULATED AMOUNTS WRITTEN OFF AMOUNTS RECEIVABLE AT END OF THE PERIOD -------------------------------------------------------------------------------------------------------------------------------------------------------------------

F 6.4.3

PARTICIPATING INTERESTS INFORMATION

PARTICIPATING INTERESTS AND SHARES IN OTHER ENTERPRISES

List of the enterprises in which the enterprise holds a participating interest, (recorded in heading 280 and the other enterprises in which the enterprise holds rights (recorded in headings 284 and 51/53 of assets) for an amount of at least 10 % of the capital issued.

NAME, full address of the REGISTERED	Rights held				Data extracted from the most recent annual accounts
OFFICE and for an enterprise governed by Belgian law, the	Nature	directly		subsidiari દર્દ	Annual accounts as	Curre	Capita land reserves	Net result
COMPANY IDENTIFICATION NUMBER		Number	ിക	%	per	ncy code	(+) or (-) (in units)
UCB Pharma SA BE 0403.096.168 Public limited company Allee de la Recherche 60 1070 Anderlecht Belgium					31/12/2018	EUR	2.219.586.774	165.591.113
	Ordinary shares - IFRS	figures 111.643.959	100,0	0,0
UCB Australia Pty. LTD Foreign company Level 1, 1155 Malvern Road (PO Box 158)
Australia					31/12/2018	AUD	24.457.258	1.457.252
	Ordinary shares - IFRS
		figures 17.900.000	100,0	0,0
	Preferred shares	300.000	100,0	0,0
	Redeemable Preference Shares	4.800.000	100,0	0,0
UCB Finance NV Foreign company Hoge Mosten, 2 4822 NK BREDA Netherlands					31/12/2018	EUR	1.540.777.180	98.860.246
	Ordinary shares - IFRS figures	538.459	100,0	0,0
UCB Japan Co LTD Foreign company Shinjuku Grand Tower, 8-17-1 Nishi-Shinjuku Shinjuku-ku, 160-0023, Tokyo
Japan					31/12/2018	JPY	6.900.987.630	844.551.492

	Rights held				Data extracted from the most recent annual accounts
NAME, full address of the REGISTERED OFFICE and for an enterprise governed by Belgian law, the COMPANY IDENTIFICATION NUMBER	directly Nature		subsidiari es	Annual	Capita land Curre reserves		Net result
		Number	ം	%	accounts as per	ncy code	(+) or (-) (in units)
UCB (Investments) LTD Foreign company	Ordinary shares - IFRS figures	69.980	100,0	0,0
Bath Road 208 SLOUGH, SL1 3WE Berkshire United Kingdom					31/12/2018	GBP	463.082.504	25.074.936
	Cumulative Preference Shares - IFRS	figures 44.928.426	100,0	0,0
	Ordinary Shares	1.000.100	100,0	0,0
UCB DE MEXICO S.A. de C.V. Foreign company Homero, 440 7° Floor Col. Chapultepec Morales, 11570 MEXICO D.F.
Mexico	Ordinary shares -				31/12/2018	MXN	152.221.399	33.275.211
	IFRS	figures 51.449.999	100,0	0,0
UCB Pharma France SA Foreign company rue Estienne d'Orves 420 F 92700 COLOMBES France					31/12/2018	EUR	114.061.466	4.004.216
	Ordinary shares - IFRS
UCB Pharma S.P.A. (Italy) Foreign company Via Varesina 162	figures	551.539	99,99	0,01
ltaly	Ordinary shares -				31/12/2018	EUR	75.062.540	26.835.895
	IFRS figures	474.525	99,9	0,1
UCB Pharma (Produtos Farmacêuticos) Lda Foreign company Rua Victor Câmara, Edifício Q 60, D. Maria I, Piso 1 60
Portugal					31/12/2018	EUR	4.495.069	355.450

Nr

Participating Interests and shares in other enterprises (continued)

	Rights held				Data extracted from the most recent annual accounts
NAME, full address of the REGISTERED OFFICE and for an enterprise governed by Belgian law, the COMPANY IDENTIFICATION NUMBER	directly Nature		subsidiari દર્શા	Annual	Curre	Capita land reserves	Net result
		Number	ം	0/0	accounts as per	ncy code	(+) or (-) (in units)
UCB Pharma S.A. (Spain)	Ordinary shares - IFRS Figures	88.500	98,33	1,67
Foreign company Plaza de Manuel Gómez Moreno Madrid 28020 Spain	Ordinary shares - IFRS figures	9.600	100,0	0,0	31/12/2018	EUR	190.777.887	25.903.494
UCB A.E. (Greece) Foreign company 63, Agiou Dimitriou Street 17456 Alimos, Athens Greece					31/12/2018	EUR	6.930.980	-759.106
	Ordinary shares - IFRS Figures	368.013	99,85	0,15
UCB (Pharma) Ireland LTD Foreign company Unit Drug House, Magna Drive Magna Business Park, DUBLIN 24 Ireland					31/12/2018	EUR	2.851.932	43.702
	Ordinary shares - IFRS figures	59.999	99,99	0,01
UCB Korea Co LTD Foreign company 4th Fl., A+ Asset Tower, 369 Gangnam-daero, Seocho-gu Seoul 06621 Korea (Dem. People's Rep.)					31/12/2018	KRW	16.011.617.238	4.034.929.648
	Ordinary shares - IFRS figures	138.666	100,0	0,0
UCB Biopharma S.A. Foreign company Av. Brigadeiro Faria Limal 2005005 Rio de Janeiro Brazil	Ordinary				31/12/2018	BRL	137.666.532	-13.526.971
	shares - IFRS	figures\$37.774.156	99,99	0,01

	Rights held				Data extracted from the most recent annual accounts
NAME, full address of the REGISTERED OFFICE and for an enterprise governed by Belgian law, the	subsidiari directly es		Annual	Curre	Capita land reserves	Net result
COMPANY IDENTIFICATION NUMBER	Nature	Number	%	%	accounts as per	ncy code	(+) or (-) (in units)
UCB Pharmaceuticals (Taiwan) Ltd Foreign company 12F .- 2, No.88, Dunhua N. Rd., Songshan Dist Tapei China	Ordinary shares - IFRS figures	1	100,0	0,0	31/12/2018	TWD	19.465.527	-50.062
UCB Trading (SG) Pte Ltd Foreign company Marina Boulevard 8 018981 Singapore Singapore	Ordinary shares -				31/12/2018	SGD	309.418	-3.856
	IFRS figures	244.001	100,0	0,0
UCB Trading Malaysia Sdn Bhd Foreign company The Gardens South Tower Kuala Lumpur Malaysia	Ordinary shares - IFRS figures	400.000	100,0	0,0	31/12/2018	MYR	182.081	43.827
UCB Trading (Thailand) Ltd. Foreign company Sathorn Square 98
Thailand	Ordinary shares - IFRS figures	1.249.998	99,99	0,01	31/12/2018	THB	6.202.357	-1
UCB Trading (Shangai) CO LTD Foreign company Room 317, No. 439 Fu Te Xi Yi Road SHANGAI
China	Ordinary shares - IFRS figures	1	100,0	0,0	31/12/2018	CNY	28.630.569	16.261.741

	Rights held				Data extracted from the most recent annual accounts
NAME, full address of the REGISTERED OFFICE and for an enterprise governed by Belgian law, the	Nature		subsidiari directly		Annual	Curre	Capita land reserves	Net result
COMPANY IDENTIFICATION NUMBER		Number	%	%	accounts as per	ncy code	(+) or (-) (in units)
UCB Pharma A.S. (TURKEY) Foreign company Palladium Tower, Barbaros Mah., Kardelen Sok. No.2, Kat.24/80 Istanbul Turkey	Ordinary shares - IFRS figures	1.095.430	100,0	0,0	31/12/2018	TRY	95.294.408	38.503.810
UCB India Private Ltd Foreign company 504, Peninsula Towers, Ganpatrao Kadam Marg, Lower Parel, 400013 MUMBAI India	Ordinary				31/12/2018	INR	464.940.162	8.824.522
	shares - IFRS figures	3.527	99,99	0,01
Uni-Mediflex Private Limited Foreign company 504, Peninsula Corporate Park Ganpatrao Kadam Marg 400013 Mumbay India	Ordinary shares - IFRS figures	290.000	99,99	0,01	31/12/2018	INR	7.609.439	-222.652
UCB S.R.O. Foreign company Thamova 13 18600 PRAHA 8 Czech Republic	Ordinary				31/12/2018	CZK	45.780.288	7.123.059
UCB GMBH	shares - IFRS	figures 12.300.600	100,0	0,0
Foreign company Alfred Nobelstrasse 10 D 40789 MONHEIM Germany	Shares - IFRS figures	394.000	5,21	94,79	31/12/2018	EUR	383.315.718	71.905.287

Nr
----	--

	Rights held				Data extracted from the most recent annual accounts
NAME, full address of the REGISTERED OFFICE and for an enterprise governed by Belgian law, the COMPANY IDENTIFICATION NUMBER		directly		subsidiari દર	Annual	Curre	Capita land reserves	Net result
	Nature	Number	%	%	accounts as per	ncy code	(+) or (-) (in units)
UCB HUNGARY LTD Foreign company Obuda Gate Building, Arpad Fejelum utja 26-28, 1023 BUDAPEST Hungary	Shares -				31/12/2018	HUF	582.550.465	190.485.556
	IFRS	figures 148.000.000	100,0	0,0
UCB Pharma Sp. z.o.o. (Poland) Foreign company UI. Kruczkowskego 8 00-380 WARSAWA Poland	Ordinary shares -				31/12/2018	PLN	80.092.762	10.070.840
	IFRS figures	236.456	78,05	21,95
UCB Pharma LLC (Russia) Foreign company Shturvalnaya str. bldg 1 5 Moscow 1253645 Russian Federation	Ordinary shares - IFRS figures	1	100,0	0,0	31/12/2018	RUB	180.464.883	36.367.817
UCB Bulgaria EOOD Foreign company 15, Ljubata Str., Fl. 4 apt. 10-11 Lozenetz, Sofia 1407
Bulgaria	Ordinary shares - IFRS figures	500	100,0	0,0	31/12/2018	BGN	1.016.613	242.311
UCB Pharma Romania SRL Foreign company 40-44 Banu Antonache, 4th fl., district 1
011665 Bucharest Romania	Ordinary shares - IFRS figures	20	100,0	0,0	31/12/2018	RON	1.986.761	425.115

Nr
----

	Rights held				Data extracted from the most recent annual accounts
NAME, full address of the REGISTERED OFFICE and for an enterprise governed by Belgian law, the COMPANY IDENTIFICATION NUMBER		directly		subsidiari es	Annual	Curre	Capita land reserves	Net result
	Nature	Number	%	%	accounts as per	ncy code	(+) or (-) (in units)
UCB Pharma Logistics LLC Foreign company Perevedenovky pereulok, 13, building 21 Moscow 119048 Russian Federation	Ordinary shares - IFRS				31/12/2018	RUB	-638.396.360	-1.853.256
UCB Ventures SA BE 0667.816.096 Public limited company Allée de la Recherche 60 1070 Anderlecht	figures	1	100,0	0,0
Belgium	ordinary shares paid-up at 70% - IFRS	figures 59.999.999	99,99	0,01	31/12/2018	EUR	22.639.697	-798.032
UCB Manufacturing Ireland Ltd. Foreign company Shannon Industrial Estate
Ireland	Classe A shares - IFRS				31/12/2018	EUR	185.405.592	25.837.249
	figures Deferred	1.400.000	100,0	0,0
	ordinary shares	800.000	100,0	0,0
Dermira INC Foreign company Middlefield Rd Menlo Park 275 94025 California United States	Ordinary shares - IFRS figures	1.841.234	4,37	0,0	30/09/2018	USD	53.847.000	-149.730.000

OTHER INVESTMENTS AND DEPOSITS, ALLOCATION DEFERRED CHARGES AND ACCRUED INCOME

	Codes	Period	Preceding period
INVESTMENTS: OTHER INVESTMENTS AND DEPOSITS
Shares and current investments other than fixed income investments I	51	699.750	670.709
Shares - Book value increased with the uncalled amount 8681		699.750	670.709
Shares - Uncalled amount
Precious metals and works of art		--------------------------------------------
Fixed income securities	52
Fixed income securities issued by credit institutions
Fixed term accounts with credit institutions With residual term or notice of withdrawal	કર્યું છ	------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
up to one month
between one month and one year		.
over one year
Other investments not mentioned above	8689

	Period
DEFERRED CHARGES AND ACCRUED INCOME
Allocation of heading 490/1 of assets if the amount is significant
Fair market value on bonds	167.946.005
Deferred Insurance	4.959.786
hterest receivable	2.675.252
Unrealized exchange differences	4.953
Other expenses to be carried forward	356.341

STATEMENT OF CAPITAL AND SHAREHOLDING STRUCTURE

	Codes	Period	Preceding period
STATEMENT OF CAPITAL
Social capital
Issued capital at the end of the period		XXXXXXXXXXXXXXXXXXX	583.516.974
Issued capital at the end of the period		583.516.974
	Codes	Value	Number of shares
Changes during the period


��

Structure of the capital
Different categories of shares
Ordinary shares		583.516.974	194.505.658



Registered shares	8702	XXXXXXXXXXXXXXXXXXXXX	68.735.150
Shares dematerialized	8703	XXXXXXXXXXXXXXXXXX	125.770.508
	Codes	Uncalled amount	Capital called but not paid
Canital not naid

Capital not paid Uncalled capital	(101)		XXXXXXXXXXXXXXX
Called up capital, unpaid	8712	XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
Shareholders having yet to pay up in full
		*****	***


			*****

	Codes	Period
Own shares
Held by the company itself
Amount of capital held		112.092.371
Corresponding number of shares		2.102.356
Held by the subsidiaries
Amount of capital held		224.872.075
Corresponding number of shares		3.494.828
Commitments to issue shares
Owing to the exercise of conversion rights
Amount of outstanding convertible loans
Amount of capital to be subscribed
Corresponding maximum number of shares to be issued
Owing to the exercise of subscription rights
Number of outstanding subscription rights
Amount of capital to be subscribed
Corresponding maximum number of shares to be issued
Authorized capital not issued	8751

	Codes	Period
Shares issued, non representing capital
Distribution
Number of shares
Number of voting rights attached thereto
Allocation by shareholder
Number of shares held by the company itself
Number of shares held by its subsidiaries

Notifications received pursuant to the law of 2 May 2007 on disclosure of large shareholdings
Last update:	07 January 2019
Share capital	€ 583,516,974
Total number of voting rights (= denominator)	194,505,658		13 March 2014
1 Financière de Tubize SA ('Tubize')
securities carrying voting rights (shares)	68,076,981	35.00%	19 January 2018
2 UCB SA/NV
securities carrying voting rights (shares)	2,102,356	1.08%	31 December 2018
assimilated financial instruments (options)(1)	0	0.00%	06 March 2017
assimilated financial instruments (other)(1)	0	0.00%	18 December 2015
Total	2,102,356	1.08%
UCB Fipar SA 3
securities carrying voting rights (shares)	3,494,828	1.80%	31 December 2018
assimilated financial instruments (options)(1)	435,000	0.22%	03 June 2015
assimilated financial instruments (other)(1)	0	0.00%	25 December 2015
Total	3,929,828	2.02%
UCB SA/NV + UCB Fipar SA(2)	6,032,184	3.10%
securities carrying voting rights (shares)	5,597,184	2.88%
assimilated financial instruments (options)(1)	435,000	0.22%
assimilated financial instruments (other)(1)	0	0.00%
Free float(4) (securities carrying voting rights (shares))	120,831,493	62.12%
4 Vanguard Health Care Fund
securities carrying voting rights (shares)	9,741,353	5.01%	28 October 2014
5 BlackRock, Inc.
securities carrying voting rights (shares)	9,072,842	4.66%	27 December 2018

(all percentages are calculated on the basis of the current total number of voting rights)

(^) ssmilled fination in the neaning 6 riche car on the dicosue of lage sharebdings with, freactsel.
grat a addition vith i , a securtes, sway, interst em areening extility

(?) UCB SA/NV Indirectly controls UCB Fipar SA | at. 6, §5, 2° and art. 9, §3, 2° of the law on the disclosure of large shareholdings.
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(^) ree float being the UCB shares not held by the reference shareholder (Tubize), UCB SA/NV or UCB Fipar SA. Only securities carving voting rights (shares) held by these entities are taken into account for this calculation, to the exclusion of assimilated financial instments.

	BE 0403.053.608

PROVISIONS FOR OTHER LIABILITIES AND CHARGES

	Period
ANALYSIS OF THE HEADING 164/5 OF LIABILITIES IF THE AMOUNT IS SIGNIFICANT
Stock awards provision	21.468.473
Stock options provision	14.905.798
Stock appreciation rights provision	1.580.657
Restructuring provision	287.453

STATEMENT OF AMOUNTS PAYABLE, ACCRUED CHARGES AND DEFERRED INCOME

	Codes	Period
BREAKDOWN OF AMOUNTS PAYABLE WITH AN ORIGINAL PERIOD TO MATURITY OF MORE THAN ONE
YEAR, ACCORDING TO THEIR RESIDUAL TERM
Current portion of amounts payable after more than one year falling due within one year
Financial debts		92.464.198
Subordinated loans
Unsubordinated debentures		92.464.198
Leasing and other similar obligations
Credit institutions
Other loans
Trade debts
Suppliers
Bills of exchange payable

Advance payments received on contract in progress
Other amounts payable
Total current portion of amounts payable after more than one year falling due within one year (42)		92.464.198
Amounts payable with a remaining term of more than one but not more than five years
Financial debts		1.260.645.396
Subordinated loans
Unsubordinated debentures		1.125.717.000
Leasing and other similar obligations
Credit institutions	8842
Other loans	8852	134.928.396
Trade debts
Suppliers
Bills of exchange payable
Advance payments received on contracts in progress
Other amounts payable	8902
Total amounts payable with a remaining term of more than one but not more than five years	8912	1.260.645.396

Amounts payable with a remaining term of more than five years
Financial debts
Subordinated loans
Unsubordinated debentures
Leasing and other similar obligations
Credit institutions	8843
Other loans	8853
Trade debts
Suppliers
Bills of exchange payable
Advance payments received on contracts in progress
Other amounts payable	8903
Total amounts payable with a remaining term of more than five years

F 6.9

Nr. BE 0403.053.608		F 6.9
	Codes	Period

GUARANTEED AMOUNTS PAYABLE (included in headings 17 and 42/48 of the liabilities)
Amounts payable guaranteed by Belgian public authorities
Financial debts	8921
Subordinated loans	8931
Unsubordinated debentures	8941	FREE A F C S T F S S S S S
Leasing and similar obligations	8951
Credit institutions	8961
Other loans	8971
Trade debts	8981
Suppliers	8991
Bills of exchange payable	9001
Advance payments received on contracts in progress
Remuneration and social security	9021
Other amounts payable	9051
Total amounts payable guaranteed by Belgian public authorities
Amounts payable guaranteed by real securities or irrevocably promised by the enterprise on its own assets
Financial debts	8922
Subordinated loans	8932
Unsubordinated debentures	8942
Leasing and similar obligations	8952
Credit institutions	8962
Other loans	8972
Trade debts	8982
Suppliers	8992
Bills of exchange payable	9002
Advance payments received on contracts in progress
Taxes, remuneration and social security	9022	даревресскаванняватаваат
Taxes	9032
Remuneration and social security
Other amounts payable	9052
Total amounts payable guaranteed by real securities or irrevocably promised by the enterprise on its own assets	9062

	Codes	Period
TAXES, REMUNERATION AND SOCIAL SECURITY
Taxes (heading 450/3 of the liabilities)
Outstanding tax debts
Accruing taxes payable		9.762.944
Estimated taxes payable	450	31.416
Remuneration and social security (heading 454/9 of the liabilities)
Amounts due to the National Security Office
Other amounts payable in respect of remuneration and social security 9077		18.632.436

F ნ. 9
--------------	--

	Period
ACCRUALS AND DEFERRED INCOME
Allocation of heading 492/3 of liabilities if the amount is significant
Accued interests	29.141.084
Stock options recharges	8.122.798
Unrealized exchange differences	1.134.611
Other accrued charges	175.203

operating RESULTS

	Codes	Period	Preceding period
OPERATING INCOME
Net turnover
Allocation by categories of activity

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------


Allocation into geographical markets
・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・・


��
Other operating income Operating subsidies and compensatory amounts received from public authorities
OPERATING CHARGES
Employees for whom the enterprise submitted a DIMONA declaration or who are recorded in the general personnel register
Total number at the closing date		180	153
Average number of employees calculated in full-time equivalents	9087	172,2	148,6
Number of actual worked hours	8088	283.921	249.693
Personnel costs
Remuneration and direct social benefits	620	37.114.620	32.562.829
Employers' contribution for social security	621	7.773.450	11.802.274
Employers' premiums for extra statutory insurance	622	5.977.634	4.157.149
Other personnel costs	623	29.016.525	35.862.687
Retirement and survivors' pensions	624

Nr.	BE 0403.053.608
-----	-----------------

	Codes	Period	Preceding period
Provisions for pensions and other similar rights
Appropriations (uses and write-backs)	635	-66.260	-78.790
Amounts written off
Stocks and contracts in progress
Recorded	9110
Written back	9111
Trade debts
Recorded	9112
Written back	9113
Provisions for liabilities and charges
Additions	9115
Uses and write-backs	9116	2.567.957	6.925.607
Other operating charges
Taxes related to operation		899.226	1.928.179
Other costs	641/8	790.151	1.105.041
Hired temporary staff and personnel placed at the enterprise's disposal
Total number at the closing date	8096
Average number calculated in full-time equivalents	9097	1.3	0,9
Number of actual worked hours	9088	2.506	1.814
Costs to the enternrise	617	61 105	48 172

F 6.10

FINANCIAL RESULTS

	Codes	Period	Preceding period
RECURRING FINANCIAL INCOME
Other financial income Subsidies granted by public authorities and recorded as income for the period
Capital subsidies
Interest subsidies
Allocation of other financial income
Foreign exchange		1.640.331	4.422.096
Gains on disposal of equity securities		0	331.173
Other financial income		1.304.534	334.360
RECURRING FINANCIAL CHARGES
Depreciation of loan issue expenses		1.622.885	1.565.048
Capitalized Interests	6503
Amounts written off current assets
Recorded
Written back
Other financial charges
Amount of the discount borne by the enterprise, as a result of negotiating amounts receivable	653
Provisions of a financial nature
Appropriations
Uses and write-backs	6561
Allocation of other financial charges
Foreign exchange		6.526.289	10.870.116
Bank charges		112.151	222.627
Various bank charges		1.375.135	1.534.896
Loss on sale of options		0	3.620.839

F 6.11

INCOME AND CHARGE OF EXCEPTIONAL SIZE OR INCIDENCE

	Codes	Period	Preceding period
NON RECURRING INCOME	76	8.258.518	3.470.460
Non-recurring operating income	(76A)
Write-back of depreciation and of amounts written off intangible and tangible fixed assets	780
Write-back of provisions for extraordinary operating liabilities and charges	7620
Capital gains on disposal of intangible and tangible fixed asset	7630
Other non-recurring operating income	764/8
Non-recurring financial income	(76B)	8.258.518	3.470.460
Write-back of amounts written down financial fixed assets	781	8.258.518	3.470.460
Write-back of provisions for extraordinary financial liabilities and charges	7621
Capital gains on disposal of financial fixed assets	7631
Other non-recurring financial income	769
NON-RECURRING EXPENSES	દિસ્	99.242.436	700.000
Non-recurring operating charges	(66A)	-244.417	700.000
Non-recurring depreciation of and amounts written off formation expenses, intangible and tangible fixed assets	660
Provisions for extraordinary operating liabilities and charges: Appropriations (uses)	6620	-412.547	700.000
Capital losses on disposal of intangible and tangible fixed assets	6630
Other non-recurring operating charges	664/7	168.130
Non-recurring operating charges carried to assets as restructuring costs .(-)	6690
Non-recurring financial charges	(66B)	99.486.853
Amounts written off financial fixed assets	661	99.486.853
Provisions for extraordinary financial liabilities and charges - Appropriations (uses)	6621
Capital losses on disposal of financial fixed assets	6631
Other non-recurring financial charges	668
Non-recurring financial charges carried to assets as restructuring costs (-)	6691

INCOME TAXES AND OTHER TAXES

	Codes	Period
INCOME TAXES
Income taxes on the result of the period		31.416
Income taxes paid and withholding taxes due or paid		31.416
Excess of income tax prepayments and withholding taxes paid recorded under assets 9136
Estimated additional taxes
Income taxes on the result of prior periods	9138	4.979
Additional income taxes due or paid		4.979
Additional income taxes estimated or provided for
In so far as taxes of the period are materially affected by differences between the profit before taxes as stated in annual accounts and the estimated taxable profit
Impairments on shares		91.228.335
Taxed provisions		-4.521.481
Dividend received deduction		-125.804.781
Disallowed expenses		16.368.269

	Period
Impact of non recurring results on the amount of the income taxes relating to the current period
------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

	Codes	Period
Status of deferred taxes Deferred taxes representing assets	9141	277.318.802
Accumulated tax losses deductible from future taxable profits Other deferred taxes representing assets Dividend received deduction		277.318.802
�� �� Deferred taxes representing liabilities Allocation of deferred taxes representing liabilities	9144
/////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////

	Period	Preceding period
VALUE ADDED TAXES AND OTHER TAXES BORNE BY THIRD PARTIES
Value added taxes charged
To the enterprise (deductible)	11.232.172	8.377.203
By the enterprise	7.979.310	5.233.753
Amounts withheld on behalf of third party
For payroll withholding taxes	15.212.421	18.578.104
For withholding taxes on investment income	31.540.581	33.218.068

Nr.	BE 0403.053.608

RIGHTS AND COMMITMENTS NOT REFLECTED IN THE BALANCE SHEET

	Codes	Period
PERSONAL GUARANTEES PROVIDED OR IRREVOCABLY PROMISED BY THE ENTERPRISE AS SECURITY FOR DEBTS AND COMMITMENTS OF THIRD PARTIES
Of which
Bills of exchange in circulation endorsed by the enterprise
Bills of exchange in circulation drawn or guaranteed by the enterprise
Maximum amount for which other debts or commitments of third parties are guaranteed by the enterprise	9153
REAL GUARANTEES
Real guarantees provided or irrevocably promised by the enterprise on its own assets as security of debts and commitments of the enterprise
Mortgages
Book value of the immovable properties mortgaged
Amount of registration
Pledging of goodwill - Amount of the registration
Pledging of other assets - Book value of other assets pledged
Guarantees provided on future assets - Amount of assets involved
Real guarantees provided or irrevocably promised by the enterprise on its own assets as security of debts and commitments of third parties Mortgages
Book value of the immovable properties mortgaged
Amount of registration		AAAAAAAAAAAAAAAAAAAAAAAA
Pledging of goodwill - Amount of the registration
Pledging of other assets - Book value of other assets pledged
Guarantees provided on future assets - Amount of assets involved	9202

F 6.14

BE 0403.053.608			F 6.14
		Codes	Period
OWN NAME BUT AT RISK TO AND FOR THE BENEFIT OF THE ENTERPRISE	GOODS AND VALUES, NOT DISCLOSED IN THE BALANCE SHEET, HELD BY THIRD PARTIES IN THEIR
	��
	///////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////// ……………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………
SUBSTANTIAL COMMITMENTS TO ACQUIRE FIXED ASSETS

	…………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………

SUBSTANTIAL COMMITMENTS TO DISPOSE OF FIXED ASSETS

	/////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////////
	��
FORWARD TRANSACTIONS
	Goods purchased (to be received)	9213
	Goods sold (to be delivered)	9214
	Currencies purchased (to be received)	9215	620.360.205
	Currencies sold (to be delivered)	9216	551.448.793

Nr. BE 0403.053.608	F 6.14
	Period
COMMITMENTS RELATING TO TECHNICAL GUARANTEES IN RESPECT OF SALES OR SERVICES

………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………	. .


AMOUNT, NATURE AND FORM CONCERNING LITIGATION AND OTHER IMPORTANT COMMITMENTS	Period

…………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………

SUPPLEMENT RETIREMENTS OR SURVIVORS PENSION PLANS IN FAVOUR OF THE EXECUTIVES OF THE EXECUTIVES OF THE ENTERPRISE

Brief description

UCB SA has made regulations setting out an objective to be attained concerning the resources to be made available to retired salaried staff.

The objective decided upon is to be achieved by the payment to those retired, over and above the legal pension of :

a) pensions or lump sums resulting from the maturity at the time of their retirement of group insurance policies,

whose premiums have been paid by the person concerned throughout his career ;

b) possible pensions paid by the ASBL Fonds de Prévoyance UCB, a supplementary pension fund maintained from monthly payments made by the company ;

c) a special sum, depending on the length of service, paid by the company on their retirement.

UCB SA has also subscribed to insurance policies in favor of the heirs of its salaried staff covering :

death benefit
temporary pensions to orphans.

These insurances are financed by the payment of annual premiums by the company.

In addition, the company pays to a widow of a salaried staff employee, who dies in service, a special payment as an additional widow's pension.

Measures taken by the enterprise to cover the resulting charges

	Codes I	Period
PENSIONS FUNDED BY THE ENTERPRISE
Estimated amount of the commitments resulting from past services
Methods of estimation

	Period
NATURE AND FINANCIAL IMPACT OF SIGNIFICANT EVENTS AFTER THE CLOSING DATE NOT INCLUDED IN THE BALANCE SHEET OR THE INCOME STATEMENT

..............................................................................................................................................................................

Nr.		F 6.14
		Period
PURCHASE	TMENTS TO PURCHASE OR SALE AVAILABLE TO THE COMPANY AS ISSUER OF OPTIONS FOR SALE OR



		.
		Period

NATURE, COMMERCIAL OBJECTIVE AND FINANCIAL CONSEQUENCES OF TRANSACTIONS NOT REFLECTED N THE BALANCE SHEET Provided that the risks or advantages coming from these transactions are significant and if the disclosure of the risks or advantages is necessary to appreciate the financial situation of the company





	Period
OTHER RIGHTS AND COMMITMENTS NOT REFLECTED IN THE BALANCE SHEET (including those which can

not be quantified)
. .
.
HINININGHAUHIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII
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RELATIONSHIPS WITH AFFILIATED ENTERPRISES, ASSOCIATED ENTERPRISES AND OTHERS ENTERPRISES LINKED BY PARTICIPATING INTERESTS

	Codes	Period	Preceding period
AFFILIATED ENTERPRISES
Financial fixed assets	(280/1)	4.113.017.007	4.797.799.211
Participating interests		4.113.017.007	4.797.799.211
Subordinated amounts receivable	9271
Other amounts receivable	9281		.
Amounts receivable	9291	2.231.242.155	2.739.208.221
Over one year		1.595.449.020	1.150.222.956
Within one year		635.793.135	1.588.985.265
Current investments	9321
Shares
Amounts receivable
Amounts payable		1.343.838	537.352.605
Over one year
Within one year		1.343.838	537.352.605
Personal and real guarantees
Provided or irrevocably promised by the enterprise as security for debts or
commitments of affiliated enterprises	9381
Provided or irrevocably promised by affiliated enterprises as security for
debts or commitments of the enterprise
Other significant financial commitments	9401	.
Financial results
Income from financial fixed assets		173.252.699	92.270.766
Income from current assets		73.684.018	80.423.545
Other financial income		5.042.548	762.964
Debt charges		26.047.126	25.258.896
Other financial charges		6.536.885	21.166.572
Disposal of fixed assets
Capital gains obtained
Capital losses suffered

	Codes	Period	Preceding period
ASSOCIATED ENTERPRISES
Financial fixed assets	9253
Participating interests	9263
Subordinated amounts receivable	9273
Other amounts receivable	9283
Amounts receivable	9293
Over one year	9303
Within one year	9313
Amounts payable	8353
Over one year	9363
Within one year	9373
Personal and real guarantees
Provided or irrevocably promised by the enterprise as security for debts or
commitments of associated enterprises	9383
Provided or irrevocably promised by associated enterprises as security for debts or commitments of the enterprise	азаз

Other significant financial commitments
OTHER ENTERPRISES LINKED BY PARTICIPATING INTERESTS
Financial fixed assets	9252	15.126.591	15.126.591
Participating interests	9262	15.126.591	15.126.591
Subordinated amounts receivable	9272
Other amounts receivable	9282
Amounts receivable	9292
Over one year	9302	**************************
Within one year	9312
Amounts payable	9352
Over one year	9362
Within one year	9372	**************************

	Period
TRANSACTIONS WITH ENTERPRISES LINKED BY PARTICIPATING INTERESTS OUT OF MARKET CONDITIONS
Mention of these transactions if they are significant, including the amount of the transactions, the nature of the link, and all information about the transactions which should be necessary to get a better understanding of the situation of the company
None	0

Nr.	BE 0403.053.608
-----	-----------------

FINANCIAL RELATIONSHIPS WITH

DIRECTORS, MANAGERS, INDIVIDUALS OR BODIES CORPORATE WHO CONTROL THE ENTERPRISE WITHOUT BEING ASSOCIATED THEREWITH OR OTHER ENTERPRISES CONTROLLED BY THESE PERSONS

	Codes	Period
Amounts receivable from these persons
Conditions on amounts receivable, rate, duration, possibly reimbursed amounts, canceled amounts or renounced amounts
…………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………… ��
Guarantees provided in their favour
Other significant commitments undertaken in their favour
Amount of direct and indirect remunerations and pensions, included in the income statement, as long as this disclosure does not concern exclusively or mainly, the situation of a single identifiable person
To directors and managers
To former directors and former managers

Auditors or people they are linked to

	Codes	Period
Auditor's fees	9505	435.000
Fees for exceptional services or special missions executed in the company by the auditor
Other attestation missions		56.375
Tax consultancy
Other missions external to the audit		111.049
Fees for exceptional services or special missions executed in the company by people they are linked to
Other attestation missions
Tax consultancy
Other missions external to the audit		30.860

Mentions related to article 133, paragraph 6 from the Companies Code

	BE 0403.053.608

INFORMATION RELATING TO CONSOLIDATED ACCOUNTS

INFORMATION TO DISCLOSE BY EACH ENTERPRISE THAT IS SUBJECT TO COMPANY LAW ON THE CONSOLIDATED ACCOUNTS OF ENTERPRISES

The enterprise has prepared and published consolidated accounts and a consolidated report

VALUATION RULES

SUMMARY OF VALUATION RULES.

I. Formation expenses.

Formation expenses, which are not taken account of in the profit and loss account of the year, in which they are incurred, are depreciated over a maximum period of five year.

II. Intangible fixed assets.

The purchase price of patents, licenses and similar items has been depreciated at a minimum rate equal to that of the assets required to handle the patent or process and otherwise over three years by the straight line method.

From 1990, the purchase price of patents, licenses and similar items has been depreciated over a fixed number of years, whose number cannot be less than five, equivalent to 20 % per annum considering "prorata temporis".

The purchase price of patents, licenses and similar items can also be depreciated in function of a prudent appreciation on the duration of the economic life of this intangible asset.

The purchase or cost price of intangible fixed assets, other than those referred to above, and which are eligible for subsidies (costs of commercial studies, of organizations, etc.) have been wholly depreciated in the year in which these expenses were incurred.

Intangible fixed assets, whose depreciation is taken over a period of five years or less, are removed from the balance sheet along with the relevant depreciation during the fifth year following their inclusion in assets.

Software acquired which is not essential for the functioning of the computer system and of a value above 1.250 Euro has been treated as an intangible fixed assets and "prorata temporis" depreciated over five years on a straight line basis.

Intangible fixed assets, whose depreciation is taken over a period of five years or less, are removed from the balance sheet along with the relevant "prorata temporis" depreciation during the fifth year following their inclusion in assets.

The costs of new acquisitions haven been depreciated on a "prorata temporis" basis.

III. Tangible fixed assets.

Fixed assets purchased have been included in the assets on the balance sheet at their purchase price ; assets manufactured by the company itself have been valued at their cost price.

The purchase or cost price has been depreciated on a straight line basis considering "prorata temporis" at the usual rates agreed by the tax authorities which prevent overvaluation of the net value of fixed assets.

These annual rates of depreciation are as follows :
Buildings, houses	ರ್.	ಳಿಗೆ
Administrative buildings	ന	ಕ್ರಿ
Industrial buildings	ഗ	ಳಿರಿ
Tools	15	Po
Furniture and office equipment	15	Po
Vehicles	20	ಳಿಗೆ
Computer equipment and office machinery	33 1/3 %
Prototype equipment	1/3 33	ಳಿಗೆ

Tangible fixed assets sold to third parties have been written off at their gross value. At the same time the depreciation already taken in the previous year has been written back. The difference between the amount realized and the residual values gives rise to a surplus or deficit, which has been taken in the non recurring profits and losses.

------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ Nr.	BE 0403.053.608

In the case of the transfer (by sale or contribution) of activity or of a division, the depreciation relating to the tangible fixed assets thus transferred during the year has been calculated pro rata temporis to the holding in the company.

Reciprocally, the rule of pro rata temporis has been applied to those tangible fixed assets entering into the balance sheet of the company following the acquisition during the year of a branch of activity or of a division.

Software acquired essential for the functioning of the computer system has been treated as tangible fixed assets and has been depreciated in accordance with the rules in force for computer equipment, being 33 1/3 % per annum.

IV. Financial fixed assets.

Shareholdings have been valued individually each year by the Board of Directors on the basis of their valuation on the stock exchange, their realizable value, their income and their potential interest for the future of the UCB Group. Reductions in value, which have resulted, have been taken against non-recurring profits and losses.

V. Receivables and liabilities.

Have been entered on the balance sheet at their nominal value. Receivables have been written down if their repayment, when due, is wholly or partly uncertain or doubtful .

vi . Foreign currencies.

A. Foreign currency transactions

Non-monetary assets (and liabilities), such as inventories, real estate, participations, which have resulted in a foreign currency transaction, are and are recorded in the accounts at their acquisition value in EURO as Conversion of the amount in foreign currency at the exchange rate, adopted on the day on which the transaction was registered ("historical" price).

This rule also applies as regards the recording, in EURO, of claims and monetary debts denominated in foreign currency. At the end of the financial year, the countervalue in EURO of these items is remeasured on the basis of the average market price on the closing date of the accounts.

The translation differences, both positive, resulting from these re-estimates are taken directly into account.

B. Fair value hedges : FX risks

Depending on the nature of the financial instrument and the presence of the underlying on the balance sheet, the impact of derivatives has been recognized directly in the income statement in accordance with IFRS (International Financial Reporting Standards) Balance sheet according to Belgian standards.

Since January 1, 2016, UCB SA has made a change in accounting rules in these statutory accounts in order to align the two accounting standards. The derivative products are now recognized directly in the profit and loss accounts in BEGAAP standards.

The Board approved this change in accounting rules to facilitate the closing process and align the statutory valuation rules under the BEGAAP standards with the Group's accounting policies under

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International Financial Reporting Standards (IFRS) and thus facilitating comparison with IRRS.

C. Fair value hedges : interest rate risk

In case an IRS is concluded under the form of a fair value hedge, the interests to be paid for the loan will be offset by the interests to be received from the IRS in the entity where the loan is accounted for. However the changes in fair value of the derivative will not be offset with the changes in fair value of the loan will remain accounted for at amortised cost under Bgaap. Therefore, as there is no offsetting exposure for the changes in fair value of the derivative, the derivative will only be accounted for as an off-balance sheet commitment and the changes in fair value will not affect profit and loss accounts. This is in line with the guidance in advice 2011/18 issued by the Belgian Accounting Commission (see § III D. of the advice) which states that, in case an IRS is concluded as a hedging operation (as opposed to a speculative operation), the eventual (negative) fluctuation in market value of the IRS does not need to be taken in profit and loss since the change in market value of the loan does not need to be accounted for neither.

In case of a CCIRS (cross currency interest rate swap), the same rules will apply except for the foreign currency part of the derivative. In this particular case, the fluctuations in fair value of the CCIRS that are due to the forex component do have an offsetting exposure as the outstanding loan will be in foreign currencies which is revalued through profit and loss. In this case, the forex component of the derivative will be measured at fair value on the balance sheet and all fluctuations of this component will go through P&L. The interest rate component of the derivative will only be accounted for as an off-balance sheet commitment and disclosed in the notes to the financial statements. This is in line with advice 2011/18 issued by the Belgian Accounting Commission (see § III D. of the advice) as the change in fair value of the loan due to the forex component will be accounted for in profit and loss due to the current valuation rules whereby all revaluation effects of monetary assets and liabilities are accounted for through P&L.

D. Cash flow hedge : FX risks

The effects of changes in fair value of cash flow hedges will only be accounted for as an offbalance sheet commitment and disclosed in the notes. In case of a back-to-back cash flow hedge for FX risk concluded by the Treasury Center, the cash flow hedge will have an offsetting exposure; so in this case, the cash flow hedge will be accounted for at fair value in the balance sheet with fluctuations going through P&L.

In case the FX risk would be hedged by options, the same methodology as explained above will be followed. In case of hedging a forecasted transaction with options, the hedged transaction is not on the balance sheet yet and since there is no offsetting exposure for the derivative, the derivative will be accounted for as an off-balance sheet commitment and disclosed in the notes to the statutory financial statements.

In order to further align the Bgaap accounting treatment of hedged transactions with the IFRS accounting treatment, UCB also proposes to recognize the effective portion of changes in the fair value of derivative financial instruments that are designated and qualify as cash flow hedges, on the same line in the income statement as the hedged item (firm commitment/forecasted transaction) at the moment the hedged item affects profit or loss or on the same line in the balance sheet at the moment the hedged forecasted transaction results in the recognition of a non-financial asset or liability (as part of the initial measurement of that asset or liability). UCB proposes to use the same average rate methodology as adopted under IFRS for recognition of the effective portion of changes in the fair value of derivative financial instruments into P&L.

E. Cash flow hedge : interest rate risks

In case of an IRS accounted for as a cash flow hedge, the same accounting principles will apply as mentioned above under IRS concluded as fair value hedges. As there is no offsetting exposure for the changes in fair value of the derivative, the derivative will only be accounted for as an offbalance sheet commitment and the changes in fair value will not affect profit and loss accounts.

Nr.	BE 0403.053.608

This is also applicable in case an IRS is concluded for a forecasted transaction. This is in line with S III C. (IRS as hedging for a loan with variable interest rate) and E. (IRS as hedging for a forecasted transaction) of the advice 2011/18 issued by the Belgian Accounting Commission.

As a result, the Bgaap accounting treatment of cash flow hedges that hedge the interest rate risk will be different from the IFRS accounting. Under IFRS the effects of changes in fair value of cash flow hedges will be accounted for in equity whereas under Bgaap these will only be accounted for as an off-balance sheet commitment and disclosed in the notes.

F. Net investment hedge

The net investment hedge will be accounted for as an off-balance sheet commitment and disclosed in the notes to its statutory financial statements except in case there would be an offsetting exposure. The Bgaap accounting of net investment hedges will be different from the IFRS accounting.

Under IFRS any impacts of net investment hedges are accounted for in equity. Under Bgaap these will be accounted for as an off-balance sheet commitment and disclosed in the notes to the financial statements unless there is an offsetting exposure in which case the hedge is accounted for at fair value on the balance sheet with fluctuations going through P&L.

VII. Accounting treatment of fair value adjustments on loans being acquired

UCB amended the accounting treatment of fair value adjustments on loans being acquired under the Belgian Generally Accepted Accounting Principles (BEGAAP), applicable to the 2016 full year accounts, as follows: UCB SA/NV will recognize the intercompany loans that are transferred from UCB Lux S.A. at nominal value and will recognize the differences between the acquisition value (= fair value) and the nominal value of these loans on an accrual account.

As a result of this change, a fair market value of € 207 million has been recognized as a deferred charge on the balance sheet and will be taken in income statement pro rata temporis on a linear basis over the remaining duration of the loans. The total net result for accounting year 2016 has been negatively affected by an amount of € 3 million instead of € 207 million in case of immediate recognition in the income statement (as per the old accounting rules).

The new accounting treatments are in the best interest of the Company and are in accordance with applicable laws and regulations.

VIII. Provisions for risk and charges.

All risks affecting the company, have been the subject of provision which are re-assessed each year, following the rules of prudence, good faith and sincerity.

RIGHTS AND COMMITMENTS NOT INCLUDED IN THE BALANCE SHEET.

DESCRIPTION OF THE SUPPLEMENTARY SCHEME FOR RETIREMENT AND SURVIVING DEPENDANTS PENSIONS.

I. Supplementary scheme for retirement pensions.

UCB SA has made regulations setting out an objective to be attained concerning the resources to be made available to retired salaried staff.

The objective decided upon is to be achieved by the payment to those retired, over and above the legal pension of :

a) pensions or lump sums resulting from the maturity at their retirement of group insurance policies,

	BE 0403.053.608	S

whose premiums have been paid by the person concerned throughout his career ; b) possible pensions paid by the ASBL Fonds de Prévoyance UCB, a supplementary pension fund maintained from monthly payments made by the company ; c) a special sum, depending on the length of service, paid by the company on their retirement.

II. Supplementary scheme for pensions to surviving dependants.

UCB SA has also subscribed to insurance policies in favor of the heirs of its salaried staff covering :

death benefit
temporary pensions to orphans.

These insurances are financed by the payment of annual premiums by the company. In addition, the company pays to a widow of a salaried staff employee, who dies in service, a special payment as an additional widow's pension.

III. Other Benefits.

UCB SA has made internal regulations providing income to employees absent through accident, sickness, maternity, etc., for periods which vary according to their length of service.

STATEMENT OF THE PERSONS EMPLOYED

EMPLOYEES FOR WHOM THE ENTERPRISE SUBMITTED A DIMONA DECLARATION OR WHO ARE RECORDED IN THE GENERAL PERSONNEL REGISTER

During the current period		Total	1. Men	2. Women
Average number of employees
Full-time		161,5	61,6	99,9
Part-time		14,8	2,0	12,8
Total in full-time equivalents		172,2	63,2	109.0
Number of hours actually worked
Full-time		265.432	102.144	163.288
Part-time		18.489	2.688	15.801
Total		283.921	104.832	179.089
Personnel costs
Full-time		74.680.412	28.738.645	45.941.767
Part-time	1022	5.201.817	756.280	4.445.537
Total		79.882.229	29.494.925	50.387.304
Advantages in addition to wages

During the preceding period		Codes P. Total	1P. Men	2P. Women
Average number of employees in FTE	. 1003	148.6	57.3	91,3
Number of hours actually worked	1013	249.693	98.848	150.845
Personnel costs	1023	84.384.939	33.406.126	50.978.813
Advantages in addition to wages	י 1033 ו

EMPLOYEES FOR WHOM THE ENTERPRISE SUBMITTED A DIMONA DECLARATION OR WHO ARE RECORDED IN THE GENERAL PERSONNEL REGISTER (continued)

Codes At the closing date of the period 105 Number of employees		Full-time 1.	Part-time 2.	Total full-time 3. equivalents
		167	13	177,2
By nature of the employment contract
Contract for an indefinite period	110	150	13	160,2
Contract for a definite period	111	17		17,0
Contract for the execution of a specifically assigned work	112
Replacement contract	113
According to gender and study level
Men	1 120	66	2	67,6
primary education	1200
secondary education	1201	1		1,0
higher non-university education	1202	2	1	2,8
university education	1203	63	1	63,8
Women	121	101	11	109,6
primary education	1210
secondary education	1211	12	2	13,6
higher non-university education	1212	2	6	6,6
university education	1213	87	3	89,4
By professional category
Management staff		16		16,0
Employees	134	151	13	161.2
Workers	132
Others	133

HIRED TEMPORARY STAFF AND PERSONNEL PLACED AT THE ENTERPRISE'S DISPOSAL

During the period	Codes I	1. Hired temporary staff
Average number of persons employed	1 150	1.3
Number of hours actually worked	151	2.506
Costs for the enterprise	152	61.195

LIST OF PERSONNEL MOVEMENTS DURING THE PERIOD

ENTRIES

Number of employees for whom the entreprise submitted a DIMONA declaration or who have been recorded in the general personnel register during the financial year ................

By nature of employment contract

Contract for an indefinite period
Contract for a definite period
Contract for the execution of a specifically assigned work
Renlacement contract

Codes	Full-time 1.	3. Total full-time equivalents
205	42	42,0
210	25	25,0
211	17	17,0
212
213

DEPARTURES		Full-time	2. Part-time	3. Total full-time equivalents
Number of employees whose contract-termination date has been entered in DIMONA declaration or in the general personnel register during the financial year		13	2	14,2
By nature of employment contract
Contract for an indefinite period		11	2	12,2
Contract for a definite period	311	2		2,0
Contract for the execution of a specifically assigned work	312
Replacement contract
By reason of termination of contract
Retirement
Unemployment with extra allowance from enterprise	341
Dismissal	342	4		4,0
Other reason	343	9	2	10,2
the number of persons who continue to render services to
the enterprise at least half-time on a self-employed basis	350

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INFORMATION ON TRAINING PROVIDED TO EMPLOYEES DURING THE PERIOD

	Codes	Men	Codes	Women
Total of initiatives of formal professional training at the expense of the employer
Number of employees involved	5801	59	5811	95
Number of actual training hours	5802	785	5812	1.084
Net costs for the enterprise	5803	44.346	5813	50.766
of which gross costs directly linked to training	58031	38.979	58131	45.482
of which fees paid and paiments to collective funds	58032	5.367	58132	5.284
of which grants and other financial advantages received (to deduct)	58033		58133
Total of initiatives of less formal or informal professional training at the expense of the employer
Number of employees involved	5821		5831
Number of actual training hours	5822		5832
Net costs for the enterprise	5823		5833	.
Total of initiatives of initial professional training at the expense of the employer
Number of employees involved	5841		5851
Number of actual training hours	5842		5852
Net costs for the enterprise	5843		5853

Inspired by patients. Driven by science.

UCB

Société Anonyme / Naamloze Vennootschap

Allée de la Recherche, 60

B-1070 Anderlecht

RPM/RPR Brussels, 0403.053.608

Annual report of the Board of Directors for the financial year ended 31 December 2018

Dear Madam, Dear Sir,

In accordance with the legal requirements and those laid down in UCB SA/NV's Articles of Association, we are pleased to present you our report on the activities of our Company during the last financial year and submit to you, for your approval, the statutory annual accounts of UCB SA/NV for the financial year ended 31 December 2018.

UCB SA/NV is the parent company of the UCB Group and serves as a holding company, managing the activities of the UCB Group and its subsidiaries worldwide.

Please refer to the UCB Group Integrated Annual Report 2018 for an overview of the activities and consolidated results of the UCB Group.

1. Major events during the financial year 2018

1.1 Pay up capital of subsidiaries

In order to enable UCB Ventures SA/NV to fulfil its financial obligations in relation to its investments, UCB SA/NV has been requested during 2018, as shareholder of UCB Ventures SA/NV, to pay up the capital for an additional amount of € 2 million. After this payment, the total paid-up capital in UCB Ventures SA/NV amounts to € 27 million.

1.2 Transfer of obligations under 2018 Stock Option Plan from UCB SA/NV to UCB Fipar SA/NV

Similar to previous years, the obligations of UCB SA/NV under the 2018 UCB Stock Option Plan have been transferred to UCB Fipar SA/NV. UCB Fipar SA/NV has received a compensation of € 12 million for assuming the obligations under this plan.

1.3 Transactions in UCB securities

During 2018, UCB SA/NV acquired 48 711 UCB shares and disposed of 1 054 516 UCB shares.

As a result, on 31 December 2018, UCB SA/NV retained a total of 2 102 356 UCB shares representing 1.08% of the capital and a par value of € 6 million. The amount reported in the balance sheet under the section "own shares" represents € 112 million.

1.4 Debt and share premium reduction from the UK affiliates

During 2018, UCB SA/NV entered into several transactions with the UK subsidiaries of the UCB Group to reduce its exposure towards the British pound :

· UCB (Investments) Ltd. reduced its equity by £ 524 million through a share premium account reduction (paid to its sole shareholder UCB SA/NV), bringing the investment owned by UCB SA/NV down to € 517 million ;
UCB Celltech (UK branch of UCB Pharma SA/NV) proceeded with an early repayment to UCB SA/NV of £ 450 million loan out of a total loan of £ 650 million.

1.5 Early repayment of the loan towards the European Investment bank ("EIB")

On 21 August 2018, UCB SA/NV used its right to early repay at nominal value the € 150 million loan granted by the European Investment Bank back in 2012. The loan had a final maturity date in May 2019.

Following that repayment, UCB SA/NV has still two outstanding debts towards the European Investment Bank, composed of one loan of € 100 million maturing in April 2020 and one loan of \$ 100 million being repaid through quarterly tranches of \$ 5 million until November 2021.

1.6 Liquidation of UCB Trading Thailand Ltd.

On 15 November 2018, UCB Trading Thailand Ltd. started his liquidation process. Prior to the liquidation, UCB Trading Thailand Ltd. decreased its capital from THB 100.00 million down to THB 6.25 million, by refunding UCB SA/NV for THB 93.75 million. The remaining THB 6.25 million is recognized as financial investment and the remainder will be refunded upon closure of the liquidation.

The affiliate currently shows good solvency. No impairment test on shares is therefore needed.

1.7 Extended €1 billion Credit facility

On 8 January 2018, the credit facility of €1 billion has been amended and extended till 9 January 2023 (including the option to request 2 further extensions of the maturity date by one additional year).

On 29 November 2018, the final maturity date of this credit facility has been extended for the first time with another year up to 9 January 2024.

1.8 Risk of impairment on the shares held by UCB SA/NV - Impairment test on participations

On 31 December 2018, an impairment testing has been performed on the shareholdings of UCB SA/NV. This test resulted in the recognition of impairment charges amounting to € 47 million related to its subsidiary UCB Biopharma Ltda. in Brazil and € 52 million related to its subsidiary UCB Manufacturing Ireland Ltd.

The impairment testing also revealed that some historical impairment charges were no longer relevant. Hence those impairment charges have been reversed for a total amount of € 8 million:

· UCB PHARMA A.E. (Greece) for a total amount of € 7 million;
· UCB PHARMA A.S. (Turkey) for a total amount of € 1 million.

Both the new impairment charges as well as the reversal of the historical impairment charges have been recognized in the financial results in the income statement of 2018.

2. Change in accounting policies

There were no changes in the accounting policies in 2018.

nternal controls in place regarding the establishment of the annual accounts

The Audit Committee, on behalf of the Board of Directors of UCB SA/NV, assessed the adequacy and effectiveness of the internal control system in detecting fraud, irregularities or infringement of laws, rules and regulations or material control failures on a regular basis. Internal control mechanisms are further described in the UCB Group Integrated Annual Report 2018.

Major events after the balance sheet date

On 8 February 2019, UCB SA/NV has been requested, as shareholder of UCB Ventures SA/NV, to pay up the capital for an additional amount of € 15 million. After this payment, the total paid-up capital in UCB Ventures SA/NV amounts to € 42 million.

Conflicts of interest met during the financial year

There were no transactions or contractual relationships in 2018 between UCB SA/NV, including its affiliated companies, and a member of the Board of Directors giving rise to conflicts of interest, except as reported in section 3.12 (Application of article 523 of the Belgian Companies Code) of the Corporate Governance Statement included in the UCB Group Integrated Annual Report 2018.

Financial information

Results at 31 December 2018

The operations of UCB SA/NV generated in 2018 a net profit of € 22 million after tax compared to € 36 million in 2017.

The evolution in the net profit (decrease of € 14 million) is mainly due to:

· the increase in dividends received from its subsidiaries for a total amount of € 81 million, mainly due to the interim dividend from UCB Finance N.V. for a total amount of € 95 million compared to € 65 million in 2017 and the dividend from UCB (Investments) Ltd. of € 28 million which did not occur last year;
· the decrease in other operating income for € 3 million related to service agreements with the other affiliates;

· the increase in the provision, to cover the risk of share price changes of long-term incentives granted to the Executive Committee and certain categories of employees, for a total amount of € 4 million;
· the decrease of the interests income for a total amount of € 7 million in addition to the decrease of the interests expense for a total amount of € 1 million, both driven by fluctuations of the Euribor rate;
the additional impairment charges of € 99 million compensated by the reversal of impairment charges on participations for a total amount of € 8 million (please refer to section 1.8);
· the increase of the other net financial profit for a total amount of € 6 million mainly as a result of the one-off realized loss accounted for last year on the sale of options for a total value of € 4 million.

Result appropriation

The total net profit of € 22 million is available for distribution. The Board of Directors proposes the following allocation:

· distribution to the shareholders of a gross dividend of € 1.21 per share; and
· drawing on available reserves for € 210 million.

The Board of Directors thus propose to pay, against delivery of coupon no. 22, a gross dividend of € 1.21 per share (giving right to a dividend net of Belgian 30% withholding tax of € 0.847). The aggregate amount to be distributed to the shareholders may fluctuate depending on the number of UCB shares held by UCB SA/NV (own shares) and its direct subsidiaries on the dividend approval date, as the UCB shares held by UCB SA/NV (own shares) and its direct subsidiaries are not entitled to a dividend. Per 1 January 2019, 192 403 302 UCB shares are entitled to a dividend, representing a total distribution of € 233 million. The Board of Directors will communicate at the General Meeting the total number of UCB shares entitled to the 2018 dividend and will submit the aggregate amount to be distributed to the shareholders for approval. The annual accounts of 2018 will be adapted accordingly.

Subject to the approval of the proposed dividend distribution by the General Meeting, coupon no. 22 will be payable as from 30 April 2019 at KBC Bank NV/SA, Havenlaan 12 Avenue du Port, 1080 Brussels (Belgium).

In accordance with the law, we request you to grant discharge to the Directors and the Statutory Auditor for the performance of their duties during the financial year ended 31 December 2018.

Balance Sheet items at 31 December 2018

On the balance sheet of UCB SA/NV at 31 December 2018, the total assets and liabilities amount to € 7 047 million, as compared to € 7 970 million at 31 December 2017.

The variation on the balance sheet is mainly driven by:

the decrease of participating interests in affiliates of € 685 million as a result of the equity reduction of the UK affiliate UCB (Investments) Ltd. of £ 524 million through a share premium account reduction (please refer to section 1.4);
the intra-group receivable amounting to £ 650 million with initial maturity date in 2019 has been extended for £ 400 million with a maturity date in 2020. The receivable has been reclassified from the short term intercompany receivable position to the long term intercompany receivable position;
the decrease of the investments in own shares for a total amount of € 44 million as a result of the disposal of 1 054 516 UCB shares (please refer to section 1.3);
the decrease of the deferred charges for € 24 million as a result of the deferral of the premium paid in 2016 for the assignment of the intra-group receivables for a total amount of € 221 million. As per end of December 2018, a total amount of € 168 million is still being deferred to further exercises;
· the decrease in the available reserves for a total amount of € 167 million mainly driven by the result allocation (please refer to section 6 Financial information – Result appropriation);
· the decrease in the provision, to cover the risk of share price changes of long-term incentives granted to the Executive Committee and certain categories of employees, for a total amount of € 3 million mainly due to the transfer of obligations under the 2018 Stock Option Plan from UCB SA/NV to UCB Fipar SA/NV (please refer to section 1.2);
the reclassification of bond amounting to € 75 million with maturity date in 2019 from the long term debt position to the long term debt payable within the year position;
· the reclassification of the portion of the loan with the European Investment Bank ("ElB") maturing in 2019, for a total value of € 18 million, from the long term financial debt position to the short term financial debt position;
the decrease in the short term financial debt position for a total amount of € 561 million as a result of the decrease in the bank overdraft for a total amount of € 9 million and the decrease of the negative cash pooling position for a total amount of € 535 million. These overall decreases of the short term financial debt positions are the outcome of the positive cash flows coming from the UK (please refer to section 1.4);
the decrease of the deferred revenues for a total amount of € 6 million as a result of the deferral of the premium paid in 2016 for the assignment of the intra-group receivables;
· the decrease of the deferred revenues for a total amount of € 4 million related to the compensation received from UCB Fipar SA/NV for assuming the obligations for stock options granted in 2013, in line with the exercise of options in 2018. On 31 December 2018 the outstanding revenue to be deferred amounts to € 8 million.

7. Changes to the composition of the Board

Please refer to the Corporate Governance Statement in the UCB Group Integrated Annual Report 2018 for the changes in the Board composition in 2018 as well as the proposals for changes to the composition for 2019,

Financial instruments, risks of credit, risks of liquidity and risks of treasury

Please refer to the UCB Group Integrated Annual Report 2018, "Notes to the Consolidated Financial Statements", Point 4 "Financial Risks Management".

Change of control

Please refer to section 3.11.9 of the Corporate Governance Statement included in the UCB Group Integrated Annual Report 2018 for a complete overview of all agreements including change of control provisions approved in 2018.

Activities in the area of research and development

The activities of UCB SA/NV are holding activities. There are no research and development activities at the level of UCB SA/NV.

Branches of UCB SA/NV

UCB SA/NV has no branches.

Corporate Governance Statement

The Corporate Governance Statement (including the Remuneration Report) is included in the UCB Group integrated Annual Report 2018.

Non-financial information

The Belgian legislation on non-financial information legislation requires the company to report on five corporate social responsibility areas: environmental, social and employee matters, human rights, anticorruption and bribery and diversity & inclusion. All this information is included in the UCB Group Integrated Annual Report 2018.

Brussels, 27 February 2019.

Jean-Christophe Tellier Chief Executive Officer and Director

Evelyn du Monceau Chair of the Board