UCB SA/NV

Convocation Annual Shareholders´ Meeting - Seite 3

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

11. 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
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.

Attendance formalities

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

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

ii. Registration date: the registration date is 12 April 2012, 12:00 AM
(midnight) 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 bearer shares must deposit their shares at the latest on
12 April 2012, 12:00 am (midnight) CET at one of the agencies of KBC
Bank NV. KBC Bank NV will certify to UCB SA that bearer shares were
deposited. Deposited bearer shares will be placed on an account in
dematerialized form and will not be returned in bearer form.
b. Owners of registered shares must be registered as shareholder in UCB
SA´s share register, held by Euroclear, at the latest on 12 April
2012, 12:00 am (midnight) CET.
c. Owners of dematerialized shares must be registered as a shareholder
on an account with a recognized accountholder or settlement
institution at the latest on 12 April 2012, 12:00 am ([midnight) CET.

iii. Intention to participate at the Meeting: the shareholder must declare