UCB SA/NV

Convocation Annual Shareholders´ Meeting

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

The shareholders are cordially invited to the annual general shareholders´
meeting ("Meeting"), to be held Thursday 26 April 2012 at 11:00 am CET, at the
registered office of UCB SA to deliberate on the following topics:

Ordinary business

1. Report of the board of directors

2. Report of the auditor

3. Presentation of the consolidated accounts of the UCB Group

4. 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

5. Approval of the remuneration report

Proposed resolution: the Meeting approves the remuneration report of UCB SA.

6. 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.

7. 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.

8. Appointments pursuant to the articles of association

Proposed resolution:

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