UCB SA/NV

Convocation Annual Shareholders´ Meeting - Seite 2

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

9. 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.

10. 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,