UCB — Proxy Solicitation & Information Statement 2012

Mar 23, 2012

Public limited liability company Allée de la Recherche 60, 1070 Brussels RPR 0403.053.608 (the "UCB SA")

IMPORTANT: in order to be valid, the proxy must be fully completed, dated and signed and must reach the Company no later than 20 April, 15:00 CET in the manner described in the convocation

The undersigned [name and first name/name of the company]

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

residing at / with its registered office at

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

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

owner of ................................... [number of shares being represented] shares in UCB SA, hereby appoints as a proxy:

• 1. Mrs./Mr. ………..……..…………………, residing at …………………………………………..……………………………….; or
• 1. Mrs. Rita De Brabandere, IML Belgium Provincielaan 54 2870 Breendonck; or
• 1. Mrs. Svetlana Stevanovic, IML Belgium Provincielaan 54 2870 Breendonck; acting individually

(proxyholders nos 2 and 3 are independent proxyholders, proposed for your convenience. In case you prefer to appoint your own proxyholder, please strike through nos 2 and 3, and fill out the name and address of your designated proxyholders under no 1).

to represent him/her at UCB SA's Annual General Meeting, which will be held on Thursday, 26 April 2012, at 11 am CET at UCB SA's registered office or at any other general meeting having the same agenda and to vote or abstain in his/her name on all the matters shown in the below agenda.

Please provide your voting instructions (for, abstain, against) in writing below each individual proposed resolution.

In the absence of voting instructions, the proxy will vote in favor of the resolutions shown on the agenda.

This power of attorney will remain valid in case new items or proposals of resolution are put on the agenda pursuant to article 533ter of the Belgian Companies' Code. In case of absence of voting instructions on the new agenda points or proposals of resolution, the proxy will vote in favor of the resolutions as proposed by the board of directors of the Company.

Ordinary business

• 1. Report of the board of directors
• 1. Report of the auditor
• 1. Presentation of the consolidated accounts of the UCB Group
• 1. Approval of the annual accounts of UCB SA and allocation of profits or losses Proposed resolution: the Meeting approves the annual accounts of UCB SA at 31 December 2011 and the allocation of the profits reflected therein.
• 1. Approval of the remuneration report Proposed resolution: the Meeting approves the remuneration report of UCB SA.
• 1. Discharge of the directors Proposed resolution: the Meeting gives a discharge to the directors for the exercise of their mandate during the financial year closed on 31 December 2011.
• 1. Discharge of the auditor Proposed resolution: the Meeting gives a discharge to the auditor for the exercise of its mandate during the financial year closed on 31 December 2011.
• 1. Appointments pursuant to the articles of association Proposed resolutions:
• 8.1. The Meeting reappoints Tom McKillop(*) as a director for a period of four years as provided by the articles of association.
• 8.2. The Meeting acknowledges the position of Tom McKillop as an independent director according to the independence criteria provided by law and by the board of directors. Tom McKillop has confirmed that he complies with the independency requirements set out in article 526ter of the Belgian Companies' Code.
• 8.3. The Meeting appoints Charles-Antoine Janssen(*) as a director for a period of four years as provided by the articles of association.
• 8.4. The Meeting appoints Harriet Edelman(*) as a director for a period of four years as provided by the articles of association.
• 8.5. The Meeting acknowledges the position of Harriet Edelman as an independent director according to the independence criteria provided by law and by the board of directors. Harriet Edelman has confirmed that she complies with the independency requirements set out in article 526ter of the Belgian Companies' Code.
• 8.6. Upon proposal of the Audit Committee and upon presentation of the Works Council, the Meeting re-appoints PwC Bedrijfsrevisoren bcvba / Reviseurs d'Entreprises sccrl as auditor for the statutory period. The Meeting fixes the yearly fees of the auditor at 405.000 EUR, for a period of three years. PwC Bedrijfsrevisoren bcvba / Reviseurs d'Entreprises sccrl will be represented by Jean Fossion as permanent representative. (*) Curriculum vitae available at http://www.ucb.com/investors/calendar/shareholders-meeting-2012

Special business

1. Program of free allocation of shares:

This authorization from the Meeting is not required by law but is recommended in order to insure transparency and in accordance with UCB's Charter of Corporate Governance.

Proposed resolution:

The Meeting approves the decision of the board of directors to allocate a number of 302,390 to 376,790 maximum free shares:

• of which 153,590 maximum to Senior Executives, namely to about 40 individuals, according to allocation criteria linked to the level of responsibility of those concerned. The allocations of these free shares will take place on completion of the condition that the interested parties remain employed within the UCB Group for a period of at least 3 years after the grant of awards;
• of which 148,800 maximum to Senior Executives qualifying for the Performance Share Plan and for which pay-out will occur after a three year vesting period and will vary from 0% to 150% of the granted amount depending on the level of achievement of the performance conditions set by UCB SA at the moment of grant.
• 1. Change of control provision Syndicated RCF:

UCB SA has entered into an amendment and restatement agreement dated 7 October 2011 pursuant to which the EUR 1,000,000,000 multicurrency revolving facility agreement, originally dated 14 December 2009 (and as amended and restated on 30 November 2010) and made between, amongst others, UCB SA and Fortis Bank SA/NV as agent, was amended and restated (as amended and restated, the "Revolving Facility Agreement").

The terms of the Revolving Facility Agreement include a change of control clause under which any and all of the lenders can, in certain circumstances, cancel their commitments and require repayment of their participations in the loans, together with accrued interest and all other amounts accrued and outstanding thereunder, following a change of control of UCB SA (as more particularly described in the Revolving Facility Agreement).

Proposed resolution: Pursuant to article 556 of the Belgian Companies' Code, the Meeting approves the change of control clause as provided for in the Revolving Facility Agreement under which any and all of the lenders can, in certain circumstances, cancel their commitments and require repayment of their participations in the loans, together with accrued interest and

all other amounts accrued and outstanding thereunder, following a change of control of UCB SA.

1. Change of control provision – EIB loan:

UCB SA is considering entering into a finance contract (the "Finance Contract") between the European Investment Bank ("EIB"), UCB SA, and UCB Lux SA for a loan with a maximum total principal amount of EUR 250,000,000, to fund in part an investment program for research and development in the therapeutic area of Central Nervous System. The Finance Contract will contain a change of control clause whereby the loan, together with accrued interest and all other amounts accrued and outstanding thereunder, could in certain circumstances become immediately due and payable – at the discretion of the European Investment Bank – following a change of control of UCB SA (as more particularly described in the Finance Contract).

Proposed resolution:

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Pursuant to article 556 of the Belgian Companies' Code, the Meeting approves the change of control clause in the draft Finance Contract whereby the loan, together with accrued interest and all other amounts accrued and outstanding thereunder, could in certain circumstances become immediately due and payable – at the discretion of the European Investment Bank – following a change of control of UCB SA, provided that the UCB SA effectively enters into the Finance Contract.

Done at: On:

Name*: Title: