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UCB Audit Report / Information 2019

Apr 10, 2020

4017_rns_2020-04-10_0605aa16-88ac-417e-a490-846e828b73be.pdf

Audit Report / Information

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ANNUAL ACCOUNTS AND OTHER DOCUMENTS TO BE FILED UNDER BELGIAN COMPANY LAW

IDENTIFICATION DETAILS (on date of deposit)

NAME: UCB SA
Legal form: Public limited company
Address: Allée de la Recherche
Postal code: 1070
Country: Belgium
Register of legal persons - Business court of: Brussels, French-speaking
Website address 1 :
BE 0403.053.608
Company identification number
DATE
26 / 04 / 2018
of filing the memorandum of association OR of the most recent document mentioning
the date of publication of the memorandum of association and of the act amending the articles of association.
ANNUAL ACCOUNTS IN EUROS
ANNUAL ACCOUNTS
approved by the general meeting of
30 / 04
2020
011011
2019
31 / 12 /
2019
Regarding the financial year from
to
011011
2018
31/12/
2018
Preceding financial year from
to
The amounts for the preceding period are $\lambda$ aka hat 2 identical to the ones previously published.

Total number of pages filed: .................................... purpose: .....6.2.1.6.2.2.6.2.5.6.3.4.6.5.2.6.17.6.18.2.6.20.8.9.11.12.13.14.15.16...............................

Jean-Christophe TELLIER Director

Evelyn du Monceau

Chairman of the Board of Directors

$\overline{1}$ Optional information.

$\mathbf 2$ Strike out what is not applicable.

OCR9002

|--|

THE SITUATION OF THE COMPANY

Does this annual account concern a company subject to the provisions of the new Code of Companies and Associations of March 23, 2019 ? no

LIST OF DIRECTORS, BUSINESS MANAGERS AND AUDITORS AND DECLARATION REGARDING A COMPLIMENTARY REVIEW OR CORRECTION ASSIGNMENT

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, Belgium
Pierre GURDJIAN
c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belgium
Jean-Christophe TELLIER
c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belgium
Jan BERGER
c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belgium
Alice DAUTRY
c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belgium
Kay DAVIES
c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belgium
Albrecht DE GRAEVE
c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belgium
Roch DOLIVEUX
c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belgium
Charles-Antoine JANSSEN
c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belgium
Cyril JANSSEN
c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belgium
Viviane MONGES
c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belgium
Cédric van RIJCKEVORSEL
c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belgium
Ulf WIINBERG
c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belgium
Norman J. ORNSTEIN
c/o UCB S.A. Allée de la Recherche 60, 1070 Anderlecht, Belgium
PwC Réviseurs d'Entreprises SRL
Nr.: BE 0429.501.944
Woluwe Garden Woluwedal 18, 1932 Sint-Stevens-Woluwe, Belgium
Membership nr.: B00009
Represented by:
Romain SEFFER
Woluwedal 18, 1932 Sint-Stevens-Woluwe, Belgium
Membership nr.: A02047

Chairman of the board of directors 25/04/2019 - 27/04/2023

Vice-chairman of the board of directors 28/04/2016 - 30/04/2020

Director 26/04/2018 - 28/04/2022

Director 25/04/2019 - 27/04/2023

Director 25/04/2019 - 27/04/2023

Director 26/04/2018 - 28/04/2022

Director 27/04/2017 - 29/04/2021

Director 27/04/2017 - 29/04/2021

Director 28/04/2016 - 30/04/2020

Director 25/04/2019 - 27/04/2023

Director 27/04/2017 - 29/04/2021

Director 26/04/2018 - 28/04/2022

Director 28/04/2016 - 30/04/2020

Director 30/04/2015 - 25/04/2019

Auditor 26/04/2018 - 29/04/2021

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 were / were not audited or corrected by an external accountant or by a company auditor who is not the statutory auditor. XXX

If affirmative, mention hereafter: surname, first names, 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 accountants or certified bookkeepers - tax specialists, you can mention hereafter: surname, first names, profession and address of each certified accountant or 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. Codes Period Preceding period
ASSETS
Formation expenses 6.1 20 8.523.782 11.432.086
FIXED ASSETS 21/28 4.465.370.510 4.146.189.163
Intangible fixed assets 6.2 21 1.188.396 301.978
Tangible fixed assets 6.3 22/27 26.605.862 17.691.802
Land and buildings 22 14.356.088 5.760.086
Plant, machinery and equipment 23 1.277.546 1.202.634
Furniture and vehicles 24 1.940.382 360.191
Leasing and similar rights 25
Other tangible fixed assets 26
Assets under construction and advance payments 27 9.031.846 10.368.891
Financial fixed assets 6.4/6.5.1 28 4.437.576.252 4.128.195.383
Affiliated enterprises 6.15 280/1 4.422.397.876 4.113.017.007
Participating interests 280 4.422.397.876 4.113.017.007
Amounts receivable 281
Enterprises linked by participating interests 6.15 282/3 15.126.591 15.126.591
Participating interests 282 15.126.591 15.126.591
Amounts receivable 283
Other financial assets 284/8 51.785 51.785
Shares 284 51.785 51.785
Amounts receivable and cash guarantees 285/8
Discl. Codes Period Preceding period
CURRENT ASSETS 29/58 2.393.138.909 2.889.486.503
Amounts receivable after more than one year 29 894.344.874 1.595.672.213
Trade debtors 290 . .
Other amounts receivable 291 894.344.874 1.595.672.213
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 . .
Advance payments 36 . .
Contracts in progress 37 . .
Amounts receivable within one year 40/41 1.247.601.424 882.715.132
Trade debtors 40 13.508.741 21.524.853
Other amounts receivable 41 1.234.092.683 861.190.279
Current investments 50/53 98.333.796 112.792.121
Own shares 50 97.586.242 112.092.371
Other investments 51/53 747.554 699.750
Cash at bank and in hand 54/58 21.318.781 122.364.701
6.6
Deferred charges and accrued income
490/1 131.540.034 175.942.336
TOTAL ASSETS 20/58 6.867.033.201 7.047.107.752

$Nr$ .

BE 0403.053.608

$F3.1$

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

$F3.2$

Discl. Codes Period Preceding period
EQUITY AND LIABILITIES
EQUITY 10/15 5.339.095.662 5.336.753.224
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 1.999.541.662
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
2.753.694.588
58.351.698
97.586.242
97.586.242
.
.
2.597.756.648
2.342.438
.
.
2.753.694.588
58.351.698
112.092.371
112.092.371
.
.
2.583.250.519
.
.
PROVISIONS AND DEFERRED TAXES 16 40.950.881 38.430.901
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
40.950.881
102.521
.
.
.
40.848.360
38.430.901
188.520
.
.
.
38.242.381
Deferred taxes 168 . .
Discl. Codes Period Preceding period
AMOUNTS PAYABLE 17/49 1.486.986.658 1.671.923.627
Amounts payable after more than one year 6.9 17 893.528.025 1.260.645.396
Financial debts 170/4 893.528.025 1.260.645.396
Subordinated loans 170
Unsubordinated debentures 171 875.717.000 1.125.717.000
Leasing and other similar obligations 172
Credit institutions 173
Other loans 174 17.811.025 134.928.396
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
Current portion of amounts payable after more than one year
6.9 42/48 552.376.874 372.704.535
falling due within one year 42 267.811.025 92.464.198
Financial debts 43 27.364 55.178
Credit institutions 430/8 5 55.178
Other loans 439 27.359
Trade debts 44 20.978.918 16.833.177
Suppliers 440/4 20.978.918 16.833.177
Bills of exchange payable 441
Advances received on contracts in progress 46
Taxes, remuneration and social security 6.9 45 21.521.731 28.426.796
Taxes 450/3 4.537.594 9.794.360
Remuneration and social security 454/9 16.984.137 18.632.436
Other amounts payable 47/48 242.037.836 234.925.186
Accruals and deferred income 6.9 492/3 41.081.759 38.573.696
TOTAL LIABILITIES 10/49 6.867.033.201 7.047.107.752

INCOME STATEMENT

Discl. Codes Period Preceding period
Operating income
Turnover
6.10 70/76A
70
69.544.457
73.975.804
Stocks of finished goods and work and contracts in progress:
increase (decrease) (+)/(-)
71
Own work capitalised 72
Other operating income 6.10 74 69.376.327 73.975.804
Non-recurring operating income 6.12 76A 168.130
Operating charges
Raw materials, consumables
60/66A
60
118.922.114
128.479.371
Purchases 600/8
(+)/(-)
Stocks: decrease (increase)
609
Services and other goods 61 48.784.715 47.694.500
Remuneration, social security costs and pensions (+)/(-)
Depreciation of and other amounts written off formation
6.10 62 63.970.684 79.882.229
expenses, intangible and tangible fixed assets
Amounts written off stocks, contracts in progress and trade
630 2.463.923 2.025.639
debtors: Appropriations (write-backs) (+)/(-)
Provisions for liabilities and charges: Appropriations (uses
6.10 631/4
and write-backs)
(+)/(-)
6.10 635/8 -3.594.465 -2.567.957
Other operating charges 6.10 640/8 1.182.812 1.689.377
Operating charges carried to assets as restructuring costs(-) 649
Non-recurring operating charges 6.12 66A 6.114.445 -244.417
Operating profit (loss) (+)/(-) 9901 -49.377.657 -54.503.567
Discl. Codes Period Preceding period
Financial income 75/76B 378.559.265 258.162.973
Recurring financial income 75 378.519.412 249.904.455
Income from financial fixed assets 750 305.200.874 173.252.699
Income from current assets 751 70.146.712 73.706.891
Other financial income 6.11 752/9 3.171.826 2.944.865
Non-recurring financial income 6.12 76B 39.853 8.258.518
Financial charges 65/66B 86.983.690 181.219.863
Recurring financial charges 6.11 65 76.389.551 81.733.010
Debt charges 650 64.994.961 73.719.435
Amounts written off current assets except stocks, contracts
in progress and trade debtors: appropriations (write-backs)
(+)/(-) 651
Other financial charges 652/9 11.394.590 8.013.575
Non-recurring financial charges 6.12 66B 10.594.139 99.486.853
(+)/(-)
Gain (loss) for the period before taxes
9903 242.197.918 22.439.543
Transfer from deferred taxes 780
Transfer to deferred taxes 680
Income taxes (+)/(-) 6.13 67/77 29.586 36.395
Taxes 670/3 29.586 36.395
Adjustment of income taxes and write-back of tax provisions 77
Gain (loss) of the period (+)/(-) 9904 242.168.332 22.403.148
Transfer from untaxed reserves 789
Transfer to untaxed reserves 689
Gain (loss) of the period available for appropriation (+)/(-) 9905 242.168.332 22.403.148

Nr. BE 0403.053.608 F 4

BE 0403.053.608 Nr.

APPROPRIATION ACCOUNT

Codes Period Preceding period
Profit (loss) to be appropriated
Gain (loss) of the period available for appropriation
9906
(9905)
242.168.332
242.168.332
22.403.148
22.403.148
Profit (loss) brought forward 14P
Withdrawals from capital and reserves
from capital and share premium account
791/2
791
210.404.847
from reserves 792 . 210.404.847
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) 2.342.438
Owners' contribution in respect of losses 794
Profit to be distributed 694/7 239.825.894 232.807.995
Dividends 694 239.825.894 232.807.995
Directors' or managers' entitlements 695
Employees 696
Other beneficiaries 697

EXPLANATORY DISCLOSURES

STATEMENT OF FORMATION EXPENSES

Codes Period Preceding period
Net book value at the end of the period 20P xxxxxxxxxxxxxxx 11.432.086
Movements during the period
New expenses incurred 8002
Depreciation 8003 2.908.304
Other (+)/(-) 8004
Net book value at the end of the period (20) 8.523.782
Of which
Formation or capital increase expenses, loan issue expenses and other
formation expenses 200/2 8.523.782
Restructuring costs 204
Codes Period Preceding period
CONCESSIONS, PATENTS, LICENCES, KNOW-HOW, BRANDS AND SIMILAR
RIGHTS
Acquisition value at the end of the period 8052P xxxxxxxxxxxxxxx 1.458.229
Movements during the period
Acquisitions, including produced fixed assets 8022 1.124.494
Sales and disposals 8032
Transfers from one heading to another
(+)/(-)
8042
Acquisition value at the end of the period 8052 2.582.723
Depreciations and amounts written down at the end of the period 8122P xxxxxxxxxxxxxxx 1.156.251
Movements during the period
Recorded 8072 238.076
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 1.394.327
NET BOOK VALUE AT THE END OF THE PERIOD 211 1.188.396
Nr.
BE 0403.053.608
F 6.2.4
Codes Period Preceding period
GOODWILL
Acquisition value at the end of the period 8053P xxxxxxxxxxxxxxx 18.283.336
Movements during the period
Acquisitions, including produced fixed assets 8023
Sales and disposals 8033
(+)/(-)
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 xxxxxxxxxxxxxxx 18.283.336
Movements during the period
Recorded 8073
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

STATEMENT OF TANGIBLE FIXED ASSETS

Codes Period Preceding period
LAND AND BUILDINGS
Acquisition value at the end of the period 8191P xxxxxxxxxxxxxxx 6.514.694
Movements during the period
Acquisitions, including produced fixed assets 8161 4.775.974
Sales and disposals 8171 247.576
(+)/(-)
Transfers from one heading to another
8181 4.295.411
Acquisition value at the end of the period 8191 15.338.503
Revaluation surpluses at the end of the period 8251P xxxxxxxxxxxxxxx
Movements during the period
Recorded 8211
Acquisitions from third parties 8221
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 xxxxxxxxxxxxxxx 754.608
Movements during the period
Recorded 8271 278.054
Written back 8281
Acquisitions from third parties 8291
Cancelled owing to sales and disposals 8301 50.247
Transferred from one heading to another (+)/(-) 8311
Depreciations and amounts written down at the end of the period 8321 982.415
NET BOOK VALUE AT THE END OF THE PERIOD (22) 14.356.088
Nr. BE 0403.053.608 F 6.3.2
Codes Period Preceding period
PLANT, MACHINERY AND EQUIPMENT
Acquisition value at the end of the period 8192P xxxxxxxxxxxxxxx 2.175.453
Movements during the period
Acquisitions, including produced fixed assets 8162 268.402
Sales and disposals 8172 484.281
Transfers from one heading to another (+)/(-) 8182 305.518
Acquisition value at the end of the period 8192 2.265.092
Revaluation surpluses at the end of the period 8252P xxxxxxxxxxxxxxx
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 xxxxxxxxxxxxxxx 972.819
Movements during the period
Recorded 8272 267.097
Written back 8282
Acquisitions from third parties 8292
Cancelled owing to sales and disposals 8302 252.370
Transferred from one heading to another (+)/(-) 8312
Depreciations and amounts written down at the end of the period 8322 987.546
NET BOOK VALUE AT THE END OF THE PERIOD (23) 1.277.546
Nr. BE 0403.053.608 F 6.3.3
Codes Period Preceding period
FURNITURE AND VEHICLES
Acquisition value at the end of the period 8193P xxxxxxxxxxxxxxx 4.251.546
Movements during the period
Acquisitions, including produced fixed assets 8163 571.574
Sales and disposals 8173 260.969
Transfers from one heading to another (+)/(-) 8183 1.474.759
Acquisition value at the end of the period 8193 6.036.910
Revaluation surpluses at the end of the period 8253P xxxxxxxxxxxxxxx
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 xxxxxxxxxxxxxxx 3.891.355
Movements during the period
Recorded 8273 447.382
Written back 8283
Acquisitions from third parties 8293
Cancelled owing to sales and disposals 8303 242.209
Transferred from one heading to another (+)/(-) 8313
Depreciations and amounts written down at the end of the period 8323 4.096.528
NET BOOK VALUE AT THE END OF THE PERIOD (24) 1.940.382
Nr. BE 0403.053.608 F 6.3.5
Codes Period Preceding period
OTHER TANGIBLE FIXED ASSETS
Acquisition value at the end of the period 8195P xxxxxxxxxxxxxxx 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 xxxxxxxxxxxxxxx
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 xxxxxxxxxxxxxxx 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 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 xxxxxxxxxxxxxxx 10.368.891
Movements during the period
Acquisitions, including produced fixed assets 8166 4.738.643
Sales and disposals 8176
Transfers from one heading to another
(+)/(-)
8186 -6.075.688
Acquisition value at the end of the period 8196 9.031.846
Revaluation surpluses at the end of the period 8256P xxxxxxxxxxxxxxx
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 xxxxxxxxxxxxxxx
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) 9.031.846

Nr. BE 0403.053.608 F 6.3.6

STATEMENT OF FINANCIAL FIXED ASSETS

Codes
Period
Preceding period
AFFILIATED ENTERPRISES - PARTICIPATING INTERESTS AND SHARES
Acquisition value at the end of the period 8391P xxxxxxxxxxxxxxx 4.299.940.697
Movements during the period
Acquisitions 8361 320.116.348
Sales and disposals 8371 141.340
(+)/(-)
Transfers from one heading to another
8381
Acquisition value at the end of the period 8391 4.619.915.705
Revaluation surpluses at the end of the period 8451P xxxxxxxxxxxxxxx
Movements during the period
Recorded
8411
Acquisitions from third parties 8421
Cancelled 8431
Transferred from one heading to another (+)/(-) 8441
8451
Revaluation surpluses at the end of the period
Amounts written down at the end of the period 8521P xxxxxxxxxxxxxxx 186.923.690
Movements during the period
Recorded 8471 10.594.139
Written back 8481
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 197.517.829
Uncalled amounts at the end of the period 8551P xxxxxxxxxxxxxxx
(+)/(-)
Movements during the period
8541
Uncalled amounts at the end of the period 8551
NET BOOK VALUE AT THE END OF THE PERIOD (280) 4.422.397.876
AFFILIATED ENTERPRISES - AMOUNTS RECEIVABLE
NET BOOK VALUE AT THE END OF THE PERIOD 281P xxxxxxxxxxxxxxx
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 xxxxxxxxxxxxxxx 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 xxxxxxxxxxxxxxx
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
Amounts written down at the end of the period 8522P xxxxxxxxxxxxxxx
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 xxxxxxxxxxxxxxx
(+)/(-)
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 xxxxxxxxxxxxxxx
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
Codes Period Preceding period
OTHER ENTERPRISES - PARTICIPATING INTERESTS AND SHARES
Acquisition value at the end of the period 8393P xxxxxxxxxxxxxxx 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 8393 53.800
Revaluation surpluses at the end of the period 8453P xxxxxxxxxxxxxxx
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 xxxxxxxxxxxxxxx
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 xxxxxxxxxxxxxxx 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 (284) 51.785
OTHERS ENTERPRISES - AMOUNTS RECEIVABLE
NET BOOK VALUE AT THE END OF THE PERIOD 285/8P xxxxxxxxxxxxxxx
Movements during the period
Additions 8583
Repayments 8593
Amounts written down 8603
Amounts written back 8613
(+)/(-)
Exchange differences
8623
Other movements
(+)/(-)
8633
NET BOOK VALUE AT THE END OF THE PERIOD (285/8)
ACCUMULATED AMOUNTS WRITTEN OFF AMOUNTS RECEIVABLE AT END OF
THE PERIOD 8653

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 282 of assets) 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.

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
directly subsidiari
es
Annual Curre Capita land
reserves
Net result
COMPANY IDENTIFICATION NUMBER Nature Number % % per accounts as ncy
code
(+) or (-)
(in units)
UCB Pharma SA
BE 0403.096.168
Public limited company
Allee de la Recherche 60
1070 Anderlecht
Belgium
Ordinary 31/12/2019 EUR 3.126.732.655 159.166.327
UCB Australia Pty. LTD
Foreign company
Level 1, 1155 Malvern Road (PO
shares -
IFRS
figures148.305.342 100,0 0,0
Box 158) 24.895.213 1.895.217
Australia Ordinary
shares -
IFRS
figures 17.900.000 77,83 0,0 31/12/2019 AUD
Preferred
shares
300.000 1,3 0,0
Redeemable
Preference
Shares
4.800.000 20,87 0,0
UCB Finance NV
Foreign company
Hoge Mosten, 2
4822 NK BREDA
Netherlands
31/12/2019 EUR 1.684.109.750 363.847.953
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
31/12/2019 JPY 8.265.698.659 1.350.328.795
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
directly subsidiari
es
Annual Curre Capita land
reserves
Net result
COMPANY IDENTIFICATION NUMBER Nature Number % % accounts as
per
ncy
code
(+) or (-)
(in units)
UCB (Investments) LTD
Foreign company
Bath Road 208
SLOUGH, SL1 3WE Berkshire
Ordinary
shares -
IFRS
figures
69.980 100,0 0,0
United Kingdom 31/12/2019 GBP 463.028.401 16.395.898
Cumulative
Preference
Shares -
IFRS
figures 44.928.426 97,82 0,0
Ordinary
Shares
1.000.100 2,18 0,0
UCB DE MEXICO S.A. de C.V.
Foreign company
Homero, 440 7° Floor
Col. Chapultepec Morales, 11570
MEXICO D.F.
Mexico
31/12/2019 MXN 281.816.826 129.595.429
Ordinary
shares -
IFRS
figures 51.449.999 100,0 0,0
UCB Pharma France SA
Foreign company
rue Estienne d'Orves 420
F 92700 COLOMBES
France Ordinary 31/12/2019 EUR 114.323.202 4.872.977
shares -
IFRS
figures
551.539 99,99 0,01
UCB Pharma S.P.A. (Italy)
Foreign company
Via Varesina 162
Italy Ordinary
shares -
IFRS
31/12/2019 EUR 63.592.946 12.930.410
UCB Pharma (Produtos
Farmacêuticos) Lda
Foreign company
Rua Victor Câmara, Edifício Q 60,
D. Maria I, Piso 1 60
figures 474.525 99,9 0,1
Portugal 31/12/2019 EUR 4.860.654 635.727

BE 0403.053.608 Nr. F 6.5.1

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
directly subsidiari
es
Annual
Curre
Capita land
reserves
Net result
COMPANY IDENTIFICATION NUMBER Nature Number % % accounts as
per
ncy
code
(+) or (-)
(in units)
UCB Pharma S.A. (Spain)
Foreign company
Plaza de Manuel Gómez Moreno
Ordinary
shares -
IFRS
Figures
88.500 98,33 1,67
Madrid 28020
Spain
Ordinary
shares -
IFRS
figures
9.600 100,0 0,0 31/12/2019 EUR 177.063.347 19.972.612
UCB A.E. (Greece)
Foreign company
63, Agiou Dimitriou Street
17456 Alimos, Athens
Greece
31/12/2019 EUR 6.945.063 971.549
UCB (Pharma) Ireland LTD Ordinary
shares -
IFRS
Figures
368.013 99,85 0,15
Foreign company
Unit Drug House, Magna Drive
Magna Business Park, DUBLIN 24
Ireland
31/12/2019 EUR 3.442.045 590.113
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.)
31/12/2019 KRW 18.654.740.639 2.643.123.401
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
31/12/2019 BRL 155.302.104 20.499.381
Ordinary
shares -
IFRS
figures537.774.156 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
directly subsidiari
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 31/12/2019 TWD 21.277.606 6.687.185
UCB Trading (SG) Pte Ltd in
liquidation
Foreign company
Marina Boulevard 8
018981 Singapore
Singapore
Ordinary
shares -
IFRS
figures
244.001 100,0 0,0 31/12/2019 SGD 0 -65.417
UCB Trading Malaysia Sdn Bhd in
liquidation
Foreign company
The Gardens South Tower
Kuala Lumpur
Malaysia
Ordinary
shares -
IFRS
figures
400.000 100,0 0,0 31/12/2019 MYR 182.081 0
UCB Trading (Thailand) Ltd. in
liquidation
Foreign company
Sathorn Square 98
Thailand
Ordinary
shares -
IFRS
figures 19.999.998 99,99 0,01 31/12/2019 THB 6.202.357 0
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 31/12/2019 CNY 41.263.025 12.632.455
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
directly subsidiari
es
Annual Curre Capita land
reserves
Net result
COMPANY IDENTIFICATION NUMBER Nature 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
31/12/2019 TRY 150.909.133 55.758.030
UCB India Private Ltd
Foreign company
504, Peninsula Towers, Ganpatrao
Kadam
Marg, Lower Parel, 400013
MUMBAI
India
figures 1.095.430 100,0 0,0 31/12/2019 INR 488.603.805 23.663.645
Uni-Mediflex Private Limited
Foreign company
Ordinary
shares -
IFRS
figures
3.527 99,97 0,03
504, Peninsula Corporate Park
Ganpatrao Kadam Marg
400013 Mumbay
India
Ordinary
shares -
IFRS
31/12/2019 INR 2.912.183 -4.697.256
UCB S.R.O.
Foreign company
Thamova 13
18600 PRAHA 8
figures 290.000 99,99 0,01
Czech Republic Ordinary
shares -
IFRS
figures 12.300.600 100,0 0,0 31/12/2019 CZK 47.687.595 185.932
UCB GMBH
Foreign company
Alfred Nobelstrasse 10
D 40789 MONHEIM
Germany
Shares - 31/12/2019 EUR 496.784.254 113.468.536
IFRS
figures
394.000 5,21 94,79
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
directly subsidiari
es
Annual Curre Capita land
reserves
Net result
COMPANY IDENTIFICATION NUMBER 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 - 31/12/2019 HUF 616.392.156 213.841.691
UCB Pharma Sp. z.o.o. (Poland)
Foreign company
IFRS figures148.000.000 100,0 0,0
Ul. Kruczkowskego 8
00-380 WARSAWA
Poland
Ordinary
shares -
IFRS
31/12/2019 PLN 77.186.287 5.093.524
UCB Pharma LLC (Russia)
Foreign company
Shturvalnaya str. bldg 1 5
Moscow 1253645
figures 236.456 78,05 21,95
Russian Federation Ordinary
shares -
IFRS
figures
364.976 100,0 0,0 31/12/2019 RUB 133.426.175 -47.038.706
UCB Bulgaria EOOD
Foreign company
15, Ljubata Str., Fl. 4 apt. 10-11
Lozenetz, Sofia 1407
Bulgaria
31/12/2019 BGN 1.241.175 224.566
Ordinary
shares -
IFRS
figures
500 100,0 0,0
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 31/12/2019 RON 2.995.993 1.009.224
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
directly subsidiari
es
Annual Curre Capita land
reserves
Net result
COMPANY IDENTIFICATION NUMBER 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
31/12/2019 RUB -175.223.776 463.172.582
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 31/12/2019 EUR 32.756.106 -1.609.129
UCB Manufacturing Ireland Ltd.
Foreign company
Shannon Industrial Estate
Ireland Classe A
shares -
31/12/2019 EUR 184.779.148 -626.443
IFRS
figures
Deferred
ordinary
1.400.000 63,64 0,0
Dermira INC
Foreign company
shares 800.000 36,36 0,0
Middlefield Rd Menlo Park 275
94025 California
United States
Ordinary
shares -
IFRS
30/09/2019 USD -14.480.000 -140.415.000
figures 1.841.234 3,38 0,0
Nr.
BE 0403.053.608
------------------------

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 51 747.554 699.750
Shares - Book value increased with the uncalled amount 8681 747.554 699.750
Shares - Uncalled amount 8682
Precious metals and works of art 8683
Fixed income securities 52
Fixed income securities issued by credit institutions 8684
Fixed term accounts with credit institutions
With residual term or notice of withdrawal
53
up to one month 8686
between one month and one year 8687
over one year 8688
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 113.204.997
Deferred legal fees 4.321.072
Deferred Insurance 2.479.893
Interest receivable 11.174.071
Other expenses to be carried forward 360.001

$F 6.7.1$

Preceding period

STATEMENT OF CAPITAL AND SHAREHOLDING STRUCTURE

STATEMENT OF CAPITAL
Social capital
Issued capital at the end of the period 100P XXXXXXXXXXXXXX 583.516.974
Issued capital at the end of the period (100) 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
Shares dematerialized
8702 XXXXXXXXXXXXX 68.872.003
125.633.655
8703 XXXXXXXXXXXXX
Capital called but not
Codes Uncalled amount paid
Capital not paid
Uncalled capital (101) . XXXXXXXXXXXXX
Called up capital, unpaid 8712 XXXXXXXXXXXXX .
Shareholders having yet to pay up in full
.
. .
.
.
.
.
Codes Period
Own shares
Held by the company itself
Amount of capital held.
.
8721 5.249.040
Corresponding number of shares 8722 1.749.680
Held by the subsidiaries
Amount of capital held 8731 12.518.874
Corresponding number of shares 8732 4.172.958
Commitments to issue shares
Owing to the exercise of conversion rights
Amount of outstanding convertible loans 8740 .
Amount of capital to be subscribed 8741 .
Corresponding maximum number of shares to be issued 8742 .
Owing to the exercise of subscription rights
Number of outstanding subscription rights 8745 .
Amount of capital to be subscribed 8746 .
Corresponding maximum number of shares to be issued 8747
8751
Authorized capital not issued

Codes

Period

Nr. BE 0403.053.608 F 6.7.1
-- ----- ----------------- -- ---------
Codes Period
Shares issued, non representing capital
Distribution
Number of shares 8761
Number of voting rights attached thereto 8762
Allocation by shareholder
Number of shares held by the company itself 8771
Number of shares held by its subsidiaries 8781
Notifications received pursuant to the law of 2 May 2007 on disclosure of large shareholdings
Last update: 31 December 2019 Situation as per
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) 1.749.680 0,90% 31 December 2019
assimilated financial instruments (options)(1) 0 0,00% 06 March 2017
assimilated financial instruments (other)(1) 0 0,00% 18 December 2015
Total 1.749.680 0,90%
3 UCB Fipar SA
securities carrying voting rights (shares) 4.172.958 2,15% 31 December 2019
assimilated financial instruments (options)(1) 0 0,00% 04 March 2019
assimilated financial instruments (other)(1) 0 0,00% 25 December 2015
Total 4.172.958 2,15%
UCB SA/NV + UCB Fipar SA(2) 5.922.638 3,04%
securities carrying voting rights (shares) 5.922.638 3,04%
assimilated financial instruments (options)(1) 0 0,00%
assimilated financial instruments (other)(1) 0 0,00%
Free float(4) (securities carrying voting rights (shares)) 120.506.039 61,96%
4 BlackRock, Inc.
securities carrying voting rights (shares) 9.647.211 4,96% 31 December 2019
5 Wellington Management Group LLP
securities carrying voting rights (shares) 15.575.749 8,01% 01 October 2019

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

(1) Assimilated financial instruments within the meaning of article 6 of the Law of 2 May 2007 on the disclosure of large shareholdings, which, if exercised, grant an additional voting right: i.e., securities, options, futures, swaps, interest term agreements and other derivatives concerning existing securities carrying voting rights that grant their holder the right to acquire such securities carrying voting rights pursuant to an agreement that is binding under the applicable law and only on the holders' own initiative.

(2) UCB SA/NV indirectly controls UCB Fipar SA | art. 6, §5, 2° and art. 9, §3, 2° of the law on the disclosure of large shareholdings.

(3)Free float being the UCB shares not held by the reference shareholder (Tubize), UCB SA/NV or UCB Fipar SA. Only securities carrying voting rights (shares) held by these entities are taken into account for this calculation, to the exclusion of assimilated financial instruments.

Nr. BE 0403.053.608 F 6.8
----- ----------------- -- -------

PROVISIONS FOR OTHER LIABILITIES AND CHARGES

Period
ANALYSIS OF THE HEADING 164/5 OF LIABILITIES IF THE AMOUNT IS SIGNIFICANT
Stock awards provision 19.388.406
Stock options provision 13.630.777
Restructuring provision 6.401.897
Stock appreciation rights provision 1.427.279

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
8801 267.811.025
8811
Subordinated loans
Unsubordinated debentures 8821 250.000.000
Leasing and other similar obligations 8831
Credit institutions ……………………………………………………………………………………………… 8841 .
Other loans ……………………………………………………………………………………………… 8851 17.811.025
Trade debts 8861 .
Suppliers ……………………………………………………………………………………………… 8871 .
Bills of exchange payable 8881
Advance payments received on contract in progress 8891 .
Other amounts payable 8901
Total current portion of amounts payable after more than one year falling due within one year (42) 267.811.025
Amounts payable with a remaining term of more than one but not more than five years
Financial debts ……………………………………………………………………………………………… 8802 893.528.025
Subordinated loans 8812
Unsubordinated debentures 8822 875.717.000
Leasing and other similar obligations 8832 .
Credit institutions 8842
Other loans 8852 17.811.025
Trade debts ……………………………………………………………………………………………… 8862 .
Suppliers 8872 .
Bills of exchange payable 8882
Advance payments received on contracts in progress 8892
Other amounts payable 8902
Total amounts payable with a remaining term of more than one but not more than five years 8912 893.528.025
Amounts payable with a remaining term of more than five years
Financial debts 8803 .
Subordinated loans 8813 .
Unsubordinated debentures 8823 .
Leasing and other similar obligations 8833 .
Credit institutions 8843 .
Other loans 8853 .
Trade debts 8863 .
Suppliers 8873
Bills of exchange payable 8883 .
Advance payments received on contracts in progress 8893
Other amounts payable 8903 .
Total amounts payable with a remaining term of more than five years 8913 .

$F6.9$

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 .
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 9011 .
Remuneration and social security 9021 .
Other amounts payable 9051
Total amounts payable guaranteed by Belgian public authorities 9061 .
own assets Amounts payable guaranteed by real securities or irrevocably promised by the enterprise on its
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 9012 .
Taxes, remuneration and social security 9022 .
Taxes ……………………………………………………………………………………………… 9032 .
Remuneration and social security 9042 .
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 9072
Accruing taxes payable 9073 4.537.594
Estimated taxes payable 450
Remuneration and social security (heading 454/9 of the liabilities)
Amounts due to the National Social Security Office 9076
Other amounts payable in respect of remuneration and social security 9077 16.984.136

$F6.9$

Nr. BE 0403.053.608 F 6.9
Period
ACCRUALS AND DEFERRED INCOME
Allocation of heading 492/3 of liabilities if the amount is significant
Accrued interests 32.171.014
Stock options recharges 7.383.545
Unrealized exchange differences 1.513.498
Other accrued charges 13.702

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
740 . .
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 9086 178 180
Average number of employees calculated in full-time equivalents 9087 176.6 172.2
Number of actual worked hours 9088 294.393 283.921
Personnel costs
Remuneration and direct social benefits 620 37.312.339 37.114.620
Employers' contribution for social security 621 4.944.315 7.773.450
Employers' premiums for extra statutory insurance 622 5.907.753 5.977.634
Other personnel costs 623 15.806.277 29.016.525
Retirement and survivors' pensions 624 .
Nr. BE 0403.053.608 F 6.10
Codes Period Preceding period
Provisions for pensions and other similar rights
Appropriations (uses and write-backs) (+)/(-) 635 -85.999 -66.260
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 3.594.465 2.567.957
Other operating charges
Taxes related to operation 640 1.091.486 899.226
Other costs 641/8 91.326 790.151
Hired temporary staff and personnel placed at the enterprise's disposal
Total number at the closing date 9096
Average number calculated in full-time equivalents 9097 2,0 1,3
Number of actual worked hours 9098 3.996 2.506
Costs to the enterprise 617 124.664 61.195
Nr. BE 0403.053.608

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 9125 . .
Interest subsidies 9126 . .
Allocation of other financial income
Foreign exchange 3.171.806 1.640.331
Other financial income 20 1.304.534
. .
RECURRING FINANCIAL CHARGES
Depreciation of loan issue expenses 6501 1.674.990 1.622.885
Capitalized Interests 6503 .
Amounts written off current assets
Recorded 6510 . .
Written back 6511 .
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 6560 . .
Uses and write-backs 6561 . .
Allocation of other financial charges
Foreign exchange 9.946.820 6.526.289
Bank charges 158.232 112.151
(-)/(+) various bank charges 1.289.538 1.375.135

INCOME AND CHARGE OF EXCEPTIONAL SIZE OR INCIDENCE

Codes Period Preceding period
NON RECURRING INCOME 76 207.983 8.258.518
Non-recurring operating income (76A) 168.130
Write-back of depreciation and of amounts written off intangible and tangible
fixed assets
760
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 764/8 168.130
Non-recurring financial income (76B) 39.853 8.258.518
Write-back of amounts written down financial fixed assets 761 8.258.518
Write-back of provisions for extraordinary financial liabilities and charges 7621
Capital gains on disposal of financial fixed assets 7631 39.853
Other non-recurring financial income 769
NON-RECURRING EXPENSES 66 16.708.584 99.242.436
Non-recurring operating charges (66A) 6.114.445 -244.417
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 6.114.445 -412.547
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) 10.594.139 99.486.853
Amounts written off financial fixed assets 661 10.594.139 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 9134 29.331
Income taxes paid and withholding taxes due or paid 9135 29.331
Excess of income tax prepayments and withholding taxes paid recorded under assets 9136
Estimated additional taxes 9137
Income taxes on the result of prior periods 9138 255
Additional income taxes due or paid 9139 255
Additional income taxes estimated or provided for 9140
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 $ 10.594.139
Taxed provisions $-1.275.021$
Dividend received deduction manufactured and relation of the Dividend received deduction manufactured and the $-267.188.108$
Disallowed expenses 9.746.759
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
Accumulated tax losses deductible from future taxable profits
9141
9142
315.259.503
Other deferred taxes representing assets
Dividend received deduction
315.259.503
Deferred taxes representing liabilities
Allocation of deferred taxes representing liabilities
9144 .
.
.
Codes Period Preceding period
VALUE ADDED TAXES AND OTHER TAXES BORNE BY THIRD PARTIES
Value added taxes charged
To the enterprise (deductible) 9145 10.342.027 11.232.172
By the enterprise 9146 7.103.116 7.979.310
Amounts withheld on behalf of third party
For payroll withholding taxes 9147 14.721.523 15.212.421
For withholding taxes on investment income 9148 38.914.017 31.540.581

Г

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
9149
Of which
Bills of exchange in circulation endorsed by the enterprise 9150
Bills of exchange in circulation drawn or guaranteed by the enterprise 9151
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 9161
Amount of registration 9171
Pledging of goodwill - Amount of the registration 9181
Pledging of other assets - Book value of other assets pledged 9191
Guarantees provided on future assets - Amount of assets involved 9201
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 9162
Amount of registration 9172
Pledging of goodwill - Amount of the registration 9182
Pledging of other assets - Book value of other assets pledged 9192
Guarantees provided on future assets - Amount of assets involved 9202
Nr.
BE 0403.053.608
F 6.14
Codes Period
GOODS AND VALUES, NOT DISCLOSED IN THE BALANCE SHEET, HELD BY THIRD PARTIES IN THEIR
OWN NAME BUT AT RISK TO AND FOR THE BENEFIT OF THE ENTERPRISE
.
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 611.960.464
Currencies sold (to be delivered) 9216 535.450.193
Nr. BE 0403.053.608 F 6.14
Period
COMMITMENTS RELATING TO TECHNICAL GUARANTEES IN RESPECT OF SALES OR SERVICES
Period
AMOUNT, NATURE AND FORM CONCERNING LITIGATION AND OTHER IMPORTANT COMMITMENTS


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

SUPPLEMENT RETIREMENTS OR SURVIVORS PENSION PLANS IN FAVOUR OF THE PERSONNEL OR 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 Period
9220
Period
NATURE AND FINANCIAL IMPACT OF SIGNIFICANT EVENTS AFTER THE CLOSING DATE NOT INCLUDED IN THE
BALANCE SHEET OR THE INCOME STATEMENT
Nr.
BE 0403.053.608
F 6.14
Period
COMMITMENTS TO PURCHASE OR SALE AVAILABLE TO THE COMPANY AS ISSUER OF OPTIONS FOR SALE OR
PURCHASE
.
.
Period
NATURE, COMMERCIAL OBJECTIVE AND FINANCIAL CONSEQUENCES OF TRANSACTIONS NOT REFLECTED IN
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)

RELATIONSHIPS WITH AFFILIATED ENTERPRISES, ASSOCIATED ENTERPRISES AND OTHERS ENTERPRISES LINKED BY PARTICIPATING INTERESTS

Codes Period Preceding period
AFFILIATED ENTERPRISES
Financial fixed assets (280/1) 4.422.397.876 4.113.017.007
Participating interests (280) 4.422.397.876 4.113.017.007
Subordinated amounts receivable 9271
Other amounts receivable 9281
Amounts receivable 9291 1.994.195.835 2.231.242.155
Over one year 9301 894.121.681 1.595.449.020
Within one year 9311 1.100.074.154 635.793.135
Current investments 9321
Shares 9331
Amounts receivable 9341
Amounts payable 9351 2.307.859 1.343.838
Over one year 9361
Within one year 9371 2.307.859 1.343.838
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
9391
Other significant financial commitments 9401
Financial results
Income from financial fixed assets 9421 305.200.874 173.252.699
Income from current assets 9431 70.137.021 73.684.018
Other financial income 9441 3.171.826 2.944.865
Debt charges 9461 19.519.568 26.047.126
Other financial charges 9471 7.955.441 6.536.885
Disposal of fixed assets
Capital gains obtained 9481
Capital losses suffered 9491
Nr.
BE 0403.053.608
F 6.15
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 9353 . .
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
9393 .
Other significant financial commitments 9403
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 . .
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

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 9500
Conditions on amounts receivable, rate, duration, possibly reimbursed amounts, canceled
amounts or renounced amounts
Guarantees provided in their favour 9501
Other significant commitments undertaken in their favour 9502
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 9503 2.850.583
To former directors and former managers 9504

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 95061 95.322
Tax consultancy 95062
Other missions external to the audit 95063 50.520
Fees for exceptional services or special missions executed in the company by people they are
linked to
Other attestation missions 95081
Tax consultancy 95082
Other missions external to the audit 95083 160.000

Mentions related to article 134 from the Companies Code

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 3 %
Administrative buildings 3 %
Industrial buildings 5 %
Tools 15 %
Furniture and office equipment 15 %
Vehicles 20 %
Computer equipment and office machinery 33 1/3 %
Prototype equipment 33 1/3 %

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.

F 6.19
BE 0403.053.608

Fixed assets taken out of use have followed the same procedure. The residual value has been depreciated in total and taken against exceptional profits.

In the case of the transfer (by sale or contribution) of a branch 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, however, 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 and negative, 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

Nr. BE 0403.053.608 F 6.19
----- ----------------- -- --------

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

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 as 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 F 6.19
----- ----------------- -- -------- --

This is also applicable in case an IRS is concluded for a forecasted transaction. This is in line with § 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 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.

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 be given to employees absent through accident, sickness, maternity, etc., for periods which vary according to their length of service.

OTHER DOCUMENTS TO BE FILED UNDER BELGIAN COMPANY LAW

See next page.

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 2019

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 2019.

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 2019 for an overview of the activities and consolidated results of the UCB Group.

$\mathbf 1$

The Inspired by patients. Driven by science.

1. Major events during the financial year 2019

1.1 Capital Increase of UCB Pharma SA/NV

On 29 April 2019, the shareholders meeting of UCB Pharma SA/NV decided, amongst other things, to approve a capital increase in kind through a partial loan contribution of € 305 million (composed of € 256 million of nominal value and € 49 million of fair market value adjustment) by UCB SA/NV, with issuance of 36 661 383 new shares.

The loan was initially concluded between UCB Lux S.A. and UCB Manufacturing, Inc. for a value of € 1 150 million, and was in place between UCB SA/NV and UCB Biopharma SRL/BV following the assignment, assumption and release agreement between UCB Manufacturing Inc. and UCB Biopharma SPRL/BVBA (currently UCB Biopharma SRL/BV) dated 1 July 2014 and the assignment of the loan from UCB Lux S.A. to UCB SA/NV in 2016.

1.2 Redemption of institutional private placement bonds

On 28 November and 17 December 2019, UCB SA/NV redeemed two institutional private bonds initially issued on 28 November 2013 and 10 December 2013, at their principal amounts of € 55 million and € 20 million respectively.

The bonds were initially issued in 2013 at an interest rate of 3.292% and 3.284% respectively.

1.3 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 2019 as shareholder of UCB Ventures SA/NV, to further 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.

1.4 Transfer of obligations under 2019 Stock Option Plan from UCB SA/NV to UCB Fipar SA/NV

Similar to previous years, the obligations of UCB SA/NV under the 2019 UCB Stock Option Plan have been transferred to UCB Fipar SA/NV. UCB Fipar SA/NV has received a compensation of € 7 million for assuming the obligations under this plan.

1.5 Transactions in UCB securities

During 2019, UCB SA/NV acquired 39 327 UCB shares and disposed of 392 003 UCB shares.

As a result, on 31 December 2019, UCB SA/NV retained a total of 1 749 680 UCB shares representing 0.90% of the capital and a par value of $\epsilon$ 5 million. The amount reported in the balance sheet under the section "own shares" represents € 98 million.

$\overline{2}$

Nr.

Inspired by patients.
Driven by science.

1.6 Liquidation of UCB Trading (SG) Pte Ltd.

On 11 November 2019, UCB Trading (SG) Pte Ltd. finished his liquidation process. The affiliate will be dissolved on 11 February 2020.

The liquidation has not significantly affected the result of UCB SA/NV.

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

On 23 April 2019, UCB SA/NV used its right to early repay at nominal value the € 100 million loan granted by the European Investment Bank to UCB Lux S.A. on 15 April 2013, as assigned to UCB SA/NV, amended and restated on 20 October 2016. The loan had a final maturity date in April 2020.

Following that repayment, UCB SA/NV still has one outstanding debt towards the European Investment Bank, composed of one loan of \$100 million being repaid through quarterly tranches of \$5 million until November 2021. At the end of December, the outstanding payable amounts to \$40 million.

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

On 31 December 2019, an impairment testing has been performed on the shareholdings of UCB SA/NV. This test resulted in the recognition of impairment charges amounting to $\epsilon$ 11 million related to its affiliate UCB Ventures SA/NV.

The new impairment charges have been recognized in the financial results in the income statement of 2019.

2. Change in accounting policies

There were no changes in the accounting policies in 2019.

3. Internal 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 2019.

$\overline{3}$

Inspired by patients.

4. Major events after the balance sheet date

No major events occurred after the balance sheet date.

5. Conflicts of interest met during the financial year

There were no transactions or contractual relationships in 2019 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 2019.

6. Financial information

Results at 31 December 2019

The operations of UCB SA/NV generated in 2019 a net profit of € 242 million after tax compared to € 22 million in 2018.

The evolution in the net profit (increase of € 220 million) is mainly due to:

  • the increase in dividends received from its subsidiaries for a total amount of $\epsilon$ 132 million, $\bullet$ mainly due to the dividend from UCB Finance N.V. for a total amount of € 220 million compared to €95 million in 2018;
  • the decrease in other operating income for € 5 million related to service agreements with the other affiliates;
  • the decrease of the salaries and benefits expenses for € 16 million mainly due to the decrease $\bullet$ of the expenditures for managing the stock options plans for $\epsilon$ 10 million as a result of the lower number of outstanding stock options under the historical plans with low strike prices in addition to the lower premium recharged by UCB Fipar SA/NV (please refer to section 1.4);
  • 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 € 1 million;
  • the decrease of the interests income for a total amount of $\epsilon$ 4 million and respectively the decrease of the interests expense for a total amount of €9 million, both driven by fluctuations of the Euribor rate;
  • the decrease of the impairment charges of $\epsilon$ 89 million mainly due to the recognition of additional impairment charges in 2018 amounting to €99 million while in 2019 the impairment testing on the shareholdings of UCB SA/NV only resulted in the recognition of impairment

$\overline{4}$

The Inspired by patients.
Driven by science.

charges of € 11 million related to its subsidiary UCB Ventures SA/NV (please refer to section $(1.8).$

Result appropriation

The total net profit of $\epsilon$ 242 million is available for distribution. The Board of Directors proposes the following allocation:

  • distribution to the shareholders of a gross dividend of €1.24 per share; and
  • carry forward the balance.

The Board of Directors thus propose to pay, against delivery of coupon no. 23, a gross dividend of € 1.24 per share (giving right to a dividend net of Belgian 30% withholding tax of € 0.868). 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 31 December 2019, 192 755 978 UCB shares are entitled to a dividend, representing a total distribution of € 239 million. The Board of Directors will communicate at the General Meeting the total number of UCB shares entitled to the 2019 dividend and will submit the aggregate amount to be distributed to the shareholders for approval. The annual accounts of 2019 will be adapted accordingly.

Subject to the approval of the proposed dividend distribution by the General Meeting, coupon no. 23 will be payable as from 6 May 2020.

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 2019.

Balance Sheet items at 31 December 2019

On the balance sheet of UCB SA/NV at 31 December 2019, the total assets and liabilities amount to € 6 867 million, as compared to € 7 047 million at 31 December 2018.

The variation on the balance sheet is mainly driven by:

  • the increase of participating interests in affiliates of € 309 million as a result of the capital increase in kind of UCB Pharma SA/NV for € 305 million (please refer to section 1.1) and the capital call of UCB Ventures SA/NV for € 15 million (please refer to section 1.3) decreased by the recognition of impairment charges on shares for €11 million (please refer to section 1.8);
  • the decrease of the long term intra-group receivable for €701 million due to the reduction of receivable with UCB Biopharma SRL/BV for € 256 million that was contributed to UCB Pharma SA/NV as contribution in kind (please refer to section 1.1), in addition to the reclassification of

F7

5

Nr.

Inspired by patients. Driven by science.

the receivable with Celltech for £ 400 million from the long term intercompany receivable position to the short term intercompany receivable position;

  • the decrease of the investments in own shares for a total amount of € 15 million as a result of the disposal of 392 003 UCB shares (please refer to section 1.5);
  • the decrease of the cash position of € 101 million used amongst others to fulfil our redemption commitments toward the maturity of our bonds for €75 million (please refer to section 1.2);
  • the decrease of the deferred charges for € 53 million mainly due to the deferral of the premium $\bullet$ paid in 2016 for the assignment of the intra-group receivables for $\epsilon$ 19 million in addition to the incorporation of $\epsilon$ 36 million of the premium into the capital contribution in kind in UCB Pharma SA/NV as part of the fair market value adjustment (please refer to section 1.1). As per end of December 2019, a total amount of € 113 million is still outstanding and will be deferred to further exercises;
  • 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 € 3 million mainly due to the transfer of obligations under the 2019 Stock Option Plan from UCB SA/NV to UCB Fipar SA/NV (please refer to section 1.4);
  • the reclassification of the bond amounting to € 250 million with maturity date in 2020 from the long term debt position to the short term debt payable within the year position;
  • the decrease of the other long term financial debt position of € 117 million due to the reclassification of the portion of the loan with the European Investment Bank ("EIB") maturing in 2020, for a total value of €17 million, from the long term financial debt position to the short term financial debt position in addition to the early repayment of the EIB loan for a total amount of € 100 million (please refer to section 1.7).

7. Changes to the composition of the Board

Please refer to the Corporate Governance Statement in the UCB Group Integrated Annual Report 2019 for the changes in the Board composition in 2019 as well as the proposals for changes to the composition for 2020.

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

Please refer to the UCB Group Integrated Annual Report 2019, "Notes to the Consolidated Financial Statements", Point 4 "Financial Risks Management".

6

F7

Nr.

Let Inspired by patients.
Driven by science.

9. Change of control

Please refer to section 3.11.9 of the of the Corporate Governance Statement included in the UCB Group Integrated Annual Report 2019 for a complete overview of all agreements including change of control provisions approved in 2019.

10. 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.

11. Branches of UCB SA/NV

UCB SA/NV has no branches.

12. Corporate Governance Statement

The Corporate Governance Statement (including the Remuneration Report) is included in the UCB Group integrated Annual Report 2019.

13. 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 2019.

Brussels, 19 February 2020.

Jean-Christophe Tellier Chief Executive Officer and Director

elvn du Monceau Chair of the Board

7

$\sim$

UCB SA

Statutory auditor's report to the general
shareholders' meeting on the annual accounts for the year ended 31 December 2019

19 February 2020

STATUTORY AUDITOR'S REPORT TO THE GENERAL SHAREHOLDERS' MEETING OF UCB SA ON THE ANNUAL ACCOUNTS FOR THE YEAR ENDED 31 DECEMBER 2019

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 annual accounts, as well as the other legal and regulatory requirements. This forms part of an integrated whole and is 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 2020. We have performed 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 2019, 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 6.867.033.201 and a profit and loss account showing a profit for the year of EUR 242.168.332.

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 2019, 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 which are applicable to the year-end and which are not yet approved at the national level. Our responsibilities under those standards are further described in the "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 bv - PwC Reviseurs d'Entreprises srl - Financial Assurance Services Maatschappelijke zetel/Siège social: Woluwe Garden, Woluwedal 18, B-1932 Sint-Stevens-Woluwe $T: +32(0)27104211, F: +32(0)27104299,$ 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

F8

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

Description of the Key Audit Matter

The Company has investments in subsidiaries (#280) for EUR 4.422.397.876 (31 December 2018 -EUR 4.113.017.007) and in associates (#282) for EUR 15.126.591 (31 December 2018 -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 impaired. The 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 Key Audit Matter

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 10.594.139 was required.

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. A statutory audit does not provide any assurance as to the Company's future viability nor as to the efficiency or effectiveness of the board of directors' current or future business management.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism 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 safequards.

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 director's report, of the non-financial and other information included in the annual report and of the documents required to be deposited by virtue of the legal and regulatory requirements, as well as for the compliance with the legal and regulatory requirements regarding bookkeeping, with the Companies' and Associations' Code as from 1 January 2020, the Companies' Code until 31 December 2019 and the Company's articles of association.

Statutory auditor's responsibilities

In the context of our mandate and in accordance with the Belgian standard 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, the non-financial information and the other information included in the annual report and certain documents required to be deposited by virtue of legal and regulatory requirements, as well as compliance with the articles of association and of certain requirements of the Companies' and Associations' Code as from 1 January 2020 and of the Companies' Code until 31 December 2019, 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, the directors' report is consistent with the annual accounts for the year under audit, and it is prepared in accordance with the articles 3:5 and 3:6 of the Companies' and Associations' 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 3:6, §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, in accordance with article 3:75, §1, 6° of the Companies' and Associations' Code, 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 3:12, $\S1$ , $\mathcal{S}^{\circ}$ of the Companies' and Associations' Code, includes, both in terms of form and content, the information required by virtue of this Code and does not present any material inconsistencies with the information we have at our disposition in our engagement.

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 3:65 of the Companies' and Associations' 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' and Associations' Code as from 1 January 2020 and the Companies' Code until 31 December 2019 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) N° 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 27 February 2019 relating to (1) the corporate results 2018 bonus pay-out, Long Term Incentive (LTI) award vesting and the 2019 targets, (2) the issuance of 906.000 stock options to approximately 393 employees with a vesting period of 3 years, (3) the allocation of 943.000 and 164.000 shares (or 1.107.000 shares in total) respectively to about 1.845 employees (Stock Awards) and to about 50 employees of upper management (Performance Share Plan), and (4) the CEO compensation and LTI, including the base salary as from 1 March 2019, bonus pay-out 2019 (performance 2018) and the LTI 2019.

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 decisions have the following property effects: (1) the 2018 bonus pay-out based on the 2018 results (REBITDA), the REBITDA target for the 2019 bonus pay-out and the metrics used for the Performance Share Plan 2019-2021 (pay-out 2022) have been approved, (2) the issuance of 906.000 stock options in 2019 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 1.107.000 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 1.109.935 as from 1 March 2019, the CEO bonus pay-out 2019 (performance 2018) will be EUR 1.246.446, and the CEO LTI will be 39.623 stock options (vesting period of 3 years and 9 months) and 27.735 performance shares (3 years vesting period).

Sint-Stevens-Woluwe, 19 February 2020

The statutory auditor PwC Reviseurs d'Entreprises SRL / PwC Bedrijfsrevisoren BV Represented by

Romain Seffer

Registered Auditor

Nr. BE 0403.053.608 F 10

SOCIAL BALANCE SHEET

Number of joint industrial committee: 207

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
Codes
Total 1.
Men
2.
Women
Average number of employees
Full-time 1001 163,2 61,7 101,5
Part-time 1002 15,0 2,5 12,5
Total in full-time equivalents 1003 176,6 63,6 113,0
Number of hours actually worked
Full-time 1011 277.952 106.728 171.224
Part-time 1012 16.441 3.150 13.291
Total 1013 294.393 109.878 184.515
Personnel costs
Full-time 1021 60.398.106 23.191.663 37.206.443
Part-time 1022 3.572.578 684.485 2.888.093
Total 1023 63.970.684 23.876.148 40.094.536
Advantages in addition to wages 1033 224.064 82.008 142.056
During the preceding period Codes P.
Total
1P. Men 2P. Women
Average number of employees in FTE 1003 172,2 63,2 109,0
Number of hours actually worked 1013 283.921 104.832 179.089
Personnel costs 1023 79.882.229 29.494.925 50.387.304
Advantages in addition to wages 1033

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

At the closing date of the period
Number of employees
1.
Full-time
2.
Part-time
3.
Total full-time
equivalents
164 14 174,3
By nature of the employment contract
Contract for an indefinite period 110 148 14 158,3
Contract for a definite period 111 16 16,0
Contract for the execution of a specifically assigned work 112
Replacement contract 113
According to gender and study level
Men 120 60 2 61,6
primary education 1200
secondary education 1201
higher non-university education 1202 2 2,0
university education 1203 58 2 59,6
Women 121 104 12 112,7
primary education 1210
secondary education 1211 1 1 1,8
higher non-university education 1212 3 5 6,4
university education 1213 100 6 104,5
By professional category
Management staff 130 12 12,0
Employees 134 152 14 162,3
Workers 132
Others 133

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

During the period Codes 1.
Hired
temporary staff
2.
Persons placed
at the
enterprise's
disposal
Average number of persons employed 150 2,0
Number of hours actually worked 151 3.996
Costs for the enterprise 152 124.664

LIST OF PERSONNEL MOVEMENTS DURING THE PERIOD

ENTRIES Codes 1. Full-time 2. Part-time 3. Total full-time equivalents 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 .............. 205 45 2 46,3 By nature of employment contract Contract for an indefinite period .............................................. 210 26 2 27,3 Contract for a definite period ................................................... 211 19 ........................ 19,0 Contract for the execution of a specifically assigned work ...... 212 ........................ ........................ ........................ Replacement contract .............................................................. 213 ........................ ........................ ........................

DEPARTURES Codes 1.
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
44 5 47,9
By nature of employment contract
Contract for an indefinite period 310 25 5 28,9
Contract for a definite period 311 19 19,0
Contract for the execution of a specifically assigned work 312
Replacement contract 313
By reason of termination of contract
Retirement 340 1 0,8
Unemployment with extra allowance from enterprise 341
Dismissal 342 7 1 7,5
Other reason 343 37 3 39,6
the number of persons who continue to render services to
the enterprise at least half-time on a self-employed basis
350
Nr. BE 0403.053.608 F 10

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 5811
Number of actual training hours 5802 5812
Net costs for the enterprise 5803 5813
of which gross costs directly linked to training 58031 58131
of which fees paid and paiments to collective funds 58032 58132
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