UCB: CONVENING NOTICE TO ATTEND THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

  UCB: CONVENING NOTICE TO ATTEND THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

                                      

                       Public limited liability company
                   Allée de la Recherche 60, 1070 Brussels
                  Enterprise nr. 0403.053.608 (RPM Brussels)
                                ("UCB SA/NV")

    CONVENING NOTICE TO ATTEND THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

The shareholders are invited to attend the Ordinary and Extraordinary  General 
Meeting (the "Meeting")  which will  be held on  Thursday, 24  April 2014,  at 
11:00 am CET at the registered office of UCB SA/NV, Allée de la Recherche 60 -
1070 Brussels, for the  purpose of considering the  items shown on the  agenda 
set out below:

ORDINARY PART

A.1. Report of the Board of Directors on the annual accounts for the financial
year ended 31 December 2013

A.2. Report of the auditor on the annual accounts for the financial year ended
31 December 2013

A.3. Communication  of  the consolidated  annual  accounts of  the  UCB  Group 
relating to the financial year ended 31 December 2013

A.4. Approval of the annual accounts of UCB SA for the financial year ended 31
December 2013, includingthe allocation of the results

Proposed resolution:
The Meeting approves  the annual  accounts of UCB  SA for  the financial  year 
ended 31 December 2013 and the allocation of the results reflected therein.

A.5. Approval  of the  remuneration report  for the  financial year  ended  31 
December 2013

Proposed resolution:
The Meeting approves the remuneration report  for the financial year ended  31 
December 2013.

A.6. Discharge in favour of the directors

Proposed resolution:
The Meeting grants  discharge to the  directors for the  performance of  their 
duties during the financial year ended 31 December 2013.

A.7. Discharge in favour of the auditor

Proposed resolution:
The Meeting grants discharge to the auditor for the performance of his  duties 
during the financial year ended 31 December 2013.

A.8. Appointments of Directors

Proposed resolutions:
8.1. The meeting appoints Mrs  Kay Davies^(*) as director  for a term of  four 
years until  the close  of  the Ordinary  Shareholders'  meeting of  2018,  in 
replacement of Mr. Peter Fellner.
The meeting  acknowledges that,  from the  information made  available to  the 
company, Mrs. Kay Davies qualifies as an independent director according to the
independence criteria provided for by article 526ter of the Belgian Companies'
Code and the applicable corporate governance rules.
8.2. The meeting appoints  Mr. Cédric van Rijckevorsel^(*)  as director for  a 
term of four years  until the close of  the Ordinary Shareholders' meeting  of 
2018, in replacement of Mrs. Bridget van Rijckevorsel.
8.3. The meeting appoints  Mr. Jean-Christophe Tellier^(*)  as director for  a 
term of four years  until the close of  the Ordinary Shareholders' meeting  of 
2018. He will be considered as executive director.

^(*)            Curriculum            vitae            available            at 
http://www.ucb.com/investors/Governance/Corporate-governance

SPECIAL PART

A.9. Program of free allocation of shares

This approval requested from the Meeting is not required by law but is  sought 
in order to  ensure transparency and  in accordance with  the Belgian Code  of 
Corporate Governance 2009.

Proposed resolution:
The Meeting approves  the decision of  the Board of  Directors to allocate  an 
estimated number of 1,018,363 free shares:

  *of which an estimated number of 787,091 shares to eligible employees,
    namely to about 1,400 individuals (excluding new hires and promoted
    employees up to and including 1 April 2014), according to allocation
    criteria 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 an estimated number of 231,272 shares to Upper Management
    employees for the Performance Share Plan, namely to about 53 individuals,
    according to allocation criteria of those concerned. Delivery will occur
    after a three year vesting period and will vary from 0% to 150% of the
    granted number depending on the level of achievement of the performance
    conditions set by the Board of UCB SA at the moment of grant.

A.10. Change of control provisions - art. 556 Companies' Code

Pursuant to Article 556 of the Belgian Companies' Code, the General Meeting is
solely competent to approve  change of control  clauses whereby third  parties 
are granted rights affecting the assets of the Company or causing a debt or an
undertaking for the Company, whenever the  exercise of such rights depends  on 
the launch of a public take over on  the shares of the Company or a change  of 
control thereof. For this reason, the following change of control clauses  are 
submitted to the approval of the General Meeting:

10.1 EMTN Program

UCB SA and  UCB Lux S.A.  have entered into  a Euro Medium  Term Note  Program 
dated 6 March 2013, as may be amended, extended or updated from time to  time, 
for an amount  of €  3 billion  (the "EMTN Program").  The terms  of the  EMTN 
Program provide for  a change of  control clause (condition  6 (e) (i))  under 
which, for any of the  Notes issued under the EMTN  Program where a change  of 
control put  is included  in the  relevant final  terms, any  and all  of  the 
holders of such notes can, in certain circumstances, require UCB SA as issuer,
or UCB SA as guarantor in the case of notes issued by UCB Lux S.A.,  following 
a change of control of UCB SA, to redeem that Note upon exercise of the change
of control put for a value equal to the put redemption amount increased  with, 
if appropriate, interest accrued until the  date of exercise of the change  of 
control put, (all as more particularly described in the Base Prospectus of the
EMTN Program).

Proposed resolution:
Pursuant to article 556 of the Companies' Code, the Meeting approves:
(i) condition  6(e)(i) of  the  Terms and  Conditions  of the  EMTN  Program 
(Redemption at the Option of Noteholders - Upon a Change of Control (Change of
Control Put)), in  respect of any  series of notesto  which such condition  is 
made applicable being issued under  the Programwithin the 12 months  following 
the 2014 Shareholders Meeting, under which any  and all of the holders of  the 
relevant notes can, in certain circumstances  when a change of control of  UCB 
SA occurs, require UCB  SA as issuer, or  UCB SA as guarantor  in the case  of 
notes issued by UCB Lux S.A., to redeem that note on the change of control put
date at  the put  redemption amount  together, if  appropriate, with  interest 
accrued to that change of control put  date, following a change of control  of 
UCB SA; and
(ii) any other provision of  the EMTN Program or  notes issued under the  EMTN 
Program granting rights to third parties  which could affect an obligation  on 
UCB SA where in  each case the  exercise of these rights  is dependent on  the 
occurrence of a change of control.

10.2 Change of control provision - € 175,717,000 retail bond issued in October
2013

On 2 October 2013 UCB SA has  issued € 175,717,000 retail bonds due  2023(the 
"2023 Bonds") following completion of  an unconditional public exchange  offer 
on a portion of the  retail bond due 2014. Condition  4 (e) of the 2023  Bonds 
provides for a change of control clause under which any and all of the holders
of such  bonds  can, in  certain  circumstances,  require UCB  SA  as  issuer, 
following a  change of  control  of UCB  SA, to  redeem  that 2023  Bond  upon 
exercise of the change of control put for a value equal to the put  redemption 
amount increased with, if  appropriate, interest accrued  until the change  of 
control put  date,  (all as  more  particularly  described in  the  Terms  and 
Conditions of  the 2023  Bonds). Condition  4 (e)  of the  2023 Bonds  further 
provides that, if  the above  change of control  put provisions  would not  be 
approved by a  shareholders' meeting of  UCB SA  and filed with  Clerk of  the 
Commercial Court  of Brussels  by 30  May  2014, then,  the rate  of  interest 
payable on those bonds shall be increased by a step-up margin of 0.5 per cent.

Proposed resolution:
Pursuant to article 556 of the Companies' Code, the Meeting approves Condition
4(e) of the Terms  and Conditions of  the € 175,717,000  retail bond due  2023 
(Redemption at  the Option  of  New Bondholders)  providing  that all  of  the 
holders of such bonds can, in certain circumstances, require UCB SA as issuer,
following a change of control of UCB SA, to redeem the 2023 Bond upon exercise
of the change of control  put for a value equal  to the put redemption  amount 
increased with, if appropriate, interest  accrued until the change of  control 
put date, (all as more particularly  described in the Terms and Conditions  of 
the 2023 Bonds).

10.3 Change of control provision - EUR 1 billion Facility Agreement as amended
and restated by the Amendment and Restatement Agreement dated 9 January 2014

UCB SA has entered into an amendment and restatement agreement dated 9 January
2014 pursuant  to which  the EUR  1 billion  multicurrency revolving  facility 
agreement, originally dated 14 December 2009 (and as amended and restated) and
made between, amongst others,  UCB SA and BNP  Paribas Fortis 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.

10.4.Change of Control Provision - EIB Co-Development Agreement of up to  an 
amount of € 75,000,000

UCB SA and/or any subsidiary  of UCB SA may enter  into an agreement with  the 
European Investment Bank ("EIB") whereby the EIB would agree to participate in
development projects  with the  UCB Group  including the  partial funding  of 
development activities (R&D and innovation activities) in the amount of up  to 
€ 75,000,000 (the  "Co-Development Agreement").  The Co-Development  Agreement 
may provide for a change of control clause whereby it can be terminated by EIB
upon change  of control  of UCB  and UCB  may be  bound to  pay a  Termination 
Payment corresponding to all, part of, or an increased amount (capped at up to
110%) of the funding received.

Proposed resolution:
Pursuant to article  556 of  the Companies'  Code, the  Meeting approves,  and 
authorizes the Company and/or  any subsidiary to negotiate  and enter into,  a 
change of control clause in the Co-Development Agreement of an amount of  up 
to € 75,000,000 which  may be entered into  with the European Investment  Bank 
(the "EIB") and whereby  such agreement can  be terminated by  the EIB in  the 
event of change of control  of UCB and UCB may  be bound to pay a  Termination 
Payment corresponding, depending on the circumstances,  to all, part of or  an 
increased amount (capped at up to 110%) of the funding received from the EIB.

10.5 Change of Control Provision - EIB Loan Agreement of up to € 75,000,000

UCB SA  may  enter into  a  loan agreement  (the  "Loan Agreement")  with  the 
European Investment Bank ("EIB"), and UCB Lux  S.A. for a loan with a  maximum 
total principal amount  of up to  € 75,000,000 (or  its equivalent in  another 
currency),  to  partially  fund  an   investment  program  for  research   and 
development. The Loan Agreement may 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
Loan Agreement).

Proposed resolution:
Pursuant to article 556 of the Companies' Code, the Meeting approves, and
authorizes the Company to negotiate and enter into, a change of control clause
in the Loan Agreement of an amount of up to € 75,000,000 (or its equivalent in
another currency) which may be entered into with the European Investment Bank
(the "EIB") and 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 EIB - following
a change of control of UCB SA.

EXTRAORDINARY PART  (As  the  presence  quorum  required  by  law  to  validly 
deliberate  was  not   reached  at  the   Extraordinary  General  Meeting   of 
Shareholders held on 24 March 2014, the same agenda is submitted again to  the 
Shareholders'  Meeting  of  the  24   April  2014  as  follows.  This   second 
Extraordinary General  Meeting will  validly  deliberate irrespective  of  the 
number of shares present or represented.)

E.1. Special Report by the Board of  Directors to the Shareholders on the  use 
and purpose of the authorized capital prepared in accordance with article  604 
of the Belgian Companies' Code

E.2. Authorized  Capital  and  amendment  to article  6  of  the  Articles  of 
Association

It is proposed to the General Meeting to grant a two (2) year authorization to
the Board of  Directors to  increase the capital  of the  Company, within  the 
limits of  article 603,  section 1  of the  Belgian Companies'  Code, with  an 
amount of up to 5%  of the share capital (at  the time the Board of  Directors 
makes use of the authorization) in the event of cancellation or limitation  of 
the preferential subscription rights of the shareholders, or with an amount of
up to 10% of such amount in  the event there is no limitation or  cancellation 
of the preferential subscription rights of existing shareholders. For  further 
information on the use and purpose of the authorized capital, please refer  to 
the special  report of  the Board  of Directors  prepared in  accordance  with 
article 604 of the Belgian Companies' Code.

Proposed resolution:
The General Meeting resolves to add  the following paragraphs after the  first 
existing paragraph of article 6 of the Articles of Association of the Company,
thereby granting  the Board  of Directors  the authorization  to increase  the 
share capital of the Company in accordance with the following terms:

"The Board of Directors is authorized to increase the company's share  capital 
amongst other by way of the issuance of shares, convertible bonds or warrants,
in one or more transactions, within the limits set by law,

i. with up to 5% of the share capital at the time of the decision of the Board
of Directors to  make use of  this authorization,  in the event  of a  capital 
increase with  cancellation or  limitation  of the  preferential  subscription 
rights of the  shareholders (whether or  not for  the benefit of  one or  more 
specific persons who are not employees of the company or of its subsidiaries),
ii. with up to  10% of the share  capital at the time  of the decision of  the 
Board of  Directors to  make use  of this  authorization, in  the event  of  a 
capital increase  without  cancellation  or  limitation  of  the  preferential 
subscription rights of the existing shareholders.

In any event, the total  amount by which the  Board of Directors may  increase 
the company's share capital by a  combination of the authorizations set  forth 
in (i) and (ii) above, is limited to  10% of the share capital at the time  of 
the decision of the Board of Directors to make use of this authorization.

The Board of Directors  is moreover expressly authorized  to make use of  this 
mandate, within the  limits as set  out under  (i) and (ii)  of the  second[1] 
paragraph above, for the following operations:

1.a capital increase or the issuance of convertible bonds or warrants with
    cancellation or limitation of the preferential subscription rights of the
    existing shareholders;
2.a capital increase or the issuance of convertible bonds with cancellation
    or limitation of the preferential subscription rights of the existing
    shareholders for the benefit of one or more specific persons who are not
    employees of the company or of its subsidiaries;
3.a capital increase by incorporation of reserves.

Any such  capital increase  may take  any  and all  form, including,  but  not 
limited to, contributions in cash or  in kind, with or without share  premium, 
the incorporation of  reserves and/or  share premiums  and/or profits  carried 
forward, to the maximum extent permitted by the law.
Any decision of  the Board of  Directors to  use this mandate  requires a  75% 
majority.
This mandate is granted for a period of two (2) years as from the date of  its 
publication in the State Gazette.
The Board of Directors is empowered, with full power of substitution, to amend
the Articles of Association  to reflect the  capital increases resulting  from 
the exercise of its powers pursuant to this section."

E.3.Acquisition of own shares - renewal of authorization

In accordance  with  article 12,  §2  of the  Article  of Association  of  the 
Company, it is proposed to the shareholders meeting to renew the authorization
granted the Board of Directors, for a period of two (2) years, to acquire  own 
shares for  up to  10% of  the total  amount of  shares of  the Company.  This 
authorization  would  replace  the  5   year  authorization  granted  by   the 
shareholders meeting of 6 November 2009.

Proposed resolution:
The Board of Directors is  authorized to acquire, on  or outside of the  stock 
exchange, by way  of purchase,  exchange, contribution  or any  other kind  of 
acquisition, directly  or  indirectly,  up  to 10%  of  the  total  number  of 
company's shares for a  price or an  exchange value per  share of maximum  the 
highest price of the company's shares on  Euronext Brussels on the day of  the 
acquisition and minimum one (1) euro, without prejudice to article 208 of  the 
royal decree of 31 January 2001. This  mandate is granted for a period of  two 
(2)  years  as  of  the  date  of  the  general  meeting  approving  it.   The 
authorization granted  to the  Board  of Directors  pursuant to  this  article 
extends to any acquisitions of  the company's shares, directly or  indirectly, 
by the  company's  direct  subsidiaries  as defined  in  article  627  of  the 
Companies' Code. This  authorization replaces as  of the date  of the  general 
meeting  approving  it   the  authorization   granted  by   decision  of   the 
extraordinary shareholders meeting of the company  of 6 November 2009. As  the 
case may  be,  any  disposal of  own  shares  by the  company  or  its  direct 
subsidiaries will be made pursuant to  the authorization granted to the  Board 
of Directors  as  set  forth  in  article 12  in  fine  of  the  Articles  of 
Association of the company.

E.4. Own shares - Amendment to article 12 of the Articles of Association

It is  proposed  to the  Shareholders  Meeting to  delete  paragraphs 3  to  5 
included of  article  12 of  the  Articles  of Association  referring  to  the 
authorization originally granted by the Extraordinary Shareholders Meeting  of 
10 June 2003 to the Board of Directors to acquire own shares "to avoid serious
and  imminent  prejudice  to   the  Company",  since   the  renewal  of   such 
authorization is not proposed to the shareholders.

Proposed resolution:
The General Meeting resolves to delete  paragraphs 3 to 5 included of  article 
12 of the  Article of  Association, the current  paragraph 6  of this  article 
becoming paragraph 3 following this amendment.

E.5. Amendment to article 35 of the Articles of Association

As a result of the abolition of bearer shares as of 1^st January 2014 and  the 
resulting impossibility for owners of  bearer shares to exercise their  rights 
a.o. with respect to participation  to the shareholders meetings (until  their 
shares have been  transferred on a  securities account in  their own name  and 
registered in  the  accounts  of  an authorized  custody  account  keeper,  or 
converted into registered shares), the reference to the deposit of the  bearer 
shares in the formalities to participate to the shareholders meeting should be
deleted.

Proposed resolution:
The General Meeting resolves to delete the words "or by delivering the  shares 
to a financial  intermediary," in  the first paragraph  of article  35 of  the 
Articles of Association of the company.

                            ATTENDANCE FORMALITIES

In order to  attend the Meeting,  holders of securities  must comply with  the 
following formalities:

1. Kindly  note  that all  dates  and times  mentioned  herein are  the  final 
deadlines and that these will not be extended due to a weekend, holiday or for
any other reason.

2. Registration Date: the  registration date is 10  April 2014, at 24:00  CET. 
Only persons registered as shareholder on  such date and time will be  allowed 
to attend and to vote at the Meeting.

a. Owners  of registered  shares  must be  registered  as shareholder  in  UCB 
SA/NV's share register, held by Euroclear, on 10 April 2014, at 24:00 CET.

b. Owners of dematerialized shares must  be registered as a shareholder on  an 
account with a recognized account holder or settlement institution on 10 April
2014, at 24:00 CET.

3. Intention to participate at the Meeting: the shareholder must also  declare 
his/her intent to participate (in person or by proxy) at the Meeting, as  well 
as the number of shares he/she intends  to participate with, at the latest  by 
18 April 2014, 15:00 CET.

ONLY PERSONS HAVING NOTIFIED THEIR INTENT TO PARTICIPATE (IN PERSON OR BY
PROXY) AT THE MEETING ON SUCH DATE AND IN ACCORDANCE WITH THE APPLICABLE
FORMALITIES WILL BE ALLOWED TO ATTEND AND VOTE AT THE MEETING.

a. Owners of registered shares must declare their intention to participate  to 
the Meeting  to  UCB SA/NV  (c/o  Mrs. Muriel  Le  Grelle) or  via  e-mail  to 
shareholders.meeting@ucb.com at  the  latest  on 18  April  2014,  15:00  CET, 
mentioning the numbers of  shares with which they  want to participate in  the 
General Meeting. The  Company will  verify the number  of shares  held on  the 
Registration Date based  on the  registration in  the share  register held  by 
Euroclear.

b. Owners of dematerialized shares must declare their intent to participate in
the Meeting at the latest on 18 April  2014, 15:00 CET to one of the  agencies 
of KBC Bank NV, together with a certificate of dematerialized shares issued by
their relevant account holder or settlement institution mentioning the  number 
of dematerialized shares  in their account  on the Registration  Date and  for 
which they  want to  participate in  the  General Meeting.  KBC Bank  NV  will 
provide a notice thereof to UCB.

4.  Proxies:  shareholders  who  have  complied  with  the  above   attendance 
formalities are permitted to  be represented by  proxyholders at the  Meeting. 
The proxy forms approved by  UCB which must be used  to be represented at  the 
Meeting             can             be             downloaded             from 
http://www.ucb.com/investors/Governance/Shareholders-meeting.     Shareholders 
must deposit or send  these proxies, duly  filled out and  signed at the  very 
latest on 18 April 2014, 15:00 CET at UCB's registered office (c/o Mrs. Muriel
Le Grelle) or via e-mail  to shareholders.meeting@ucb.com. Fax (02/559 98  00) 
and e-mail copies are allowed  provided the proxyholder produces the  original 
proxy at the latest on the date  of the Meeting. Failure to comply with  these 
requirements may  result in  UCB not  acknowledging the  powers of  the  proxy 
holder.

5. Under certain conditions, one or more shareholder(s) holding (together)  at 
least 3% of the share capital of the  Company may request to add items to  the 
agenda and may file resolution proposals  relating to the items on the  agenda 
or to be added to the  agenda. Such request will only  be valid if it is  duly 
notified to UCB in writing  or via shareholders.meeting@ucb.com at the  latest 
on 2  April  2014,  15:00 CET.  An  updated  agenda will,  if  applicable,  be 
published on 9 April 2014.

6. In accordance  with article  540 of the  Belgian Companies  Code and  under 
certain conditions, shareholders are entitled  to submit questions in  writing 
prior to the Meeting to the Board of Directors or the auditors regarding their
reports or items  on the  agenda. The questions  will be  answered during  the 
meeting provided  (i)  the  shareholders  concerned  have  complied  with  all 
required admission formalities  and (ii) any  communication of information  or 
fact in response to  such question does not  prejudice the company's  business 
interests or the confidentiality undertaking of the Company, its directors and
auditors.

Questions can be sent in  writing at UCB's registered  office or by e-mail  to 
shareholders.meeting@ucb.com at the latest on 18 April 2014, 15:00 CET.

7. Holders  of bonds  issued by  UCB may  attend the  Meeting in  an  advisory 
capacity and  are  subject  to  the  same  attendance  requirements  as  those 
applicable to shareholders.

8. In order to  attend the Meeting, individuals  holding securities and  proxy 
holders must prove their identity  and representatives of legal entities  must 
hand over  documents  establishing  their identity  and  their  representation 
power, at  the latest  immediately  prior to  the  beginning of  the  Meeting. 
Persons attending  the General  Meeting  are invited  to  arrive at  least  45 
minutes before  the  time  set  for  the meeting  in  order  to  complete  the 
registration formalities

9. As of  the date of  publication of  this convocation, the  documents to  be 
submitted to the Meeting, the (amended) agenda, and the (amended) proxy  forms 
are available on http://www.ucb.com/investors/Governance/Shareholders-meeting.
The share- and  bondholders will have  access to the  documents available  for 
consultation, within working  hours during  the business days  at UCB  NV/SA's 
registered office, and/or will receive a free copy of these documents.

[1] Article 6 of the AoA already has a paragraph, which will become paragraph
1 after inclusion of the proposed other paragraphs.

Press Release (PDF)

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This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf
of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants that they are solely responsible for
the content, accuracy and originality of the information contained therein.
Source: UCB via Globenewswire
HUG#1770654
 
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