UCB SA - BNP Paribas Fortis

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Name Base salary A11250830/2.25/23 Oct 2009 102 Bonus based service cost Other (in €) (in €) (in €) 4 (in €) components Roch Doliveux.......................................................... 1,210,055 751,119 1,246,882 1,433,853 Other members of the Executive Committee (in aggregate)............................................................ 2,765,414 2,354,361 1,142,673 3,118,653 For the financial year ended 31 December 2008, the aggregate compensation (base salary, bonus and long-term incentives) paid to all members of the Executive Committee (excluding the chairman) was €6,812,290 (excluding pension contributions and other benefits). Other than the service contract for the chief executive officer of the Issuer and chairman of the Executive Committee, Roch Doliveux, no members of the administrative, management or supervisory bodies’ have entered into service contracts with any affiliates of the UCB Group providing for benefits, in addition or in excess of the statutory benefits, upon termination of employment. The service contract for the chief executive officer of UCB and chairman of the Executive Committee, Roch Doliveux, provides that in case of termination, he will be eligible to a lump sum equal to 24 months of actual base compensation increased by the actual average variable compensation relating to the three previous years. In case of termination due to change of control, the lump sum will equal to 36 months. UCB has implemented directors’ and officers’ insurance coverage. 5. STOCK OPTION AND STOCK AWARD PLANS The UCB Group operates several equity-based compensation plans, including a share option plan, a share appreciation rights plan, a share award plan and a performance share plan to compensate employees for services rendered. The share option plan, the share award plan and the performance share plan are equity-settled, whereas the share appreciation rights plan is a cash-settled plan. Besides these plans, UCB Group also operates employee share purchase plans in the UK and the U.S. (a) Share option plans and share appreciation rights plan The Remuneration and Nomination Committee granted options on Ordinary Shares to the Executive Committee members, the senior executives and the senior and middle management of UCB Group. The exercise price of the granted options under these plans is equal to the lowest of the following two values: • the average of the closing price of the Ordinary Shares on NYSE Euronext, Brussels, during the 30 days preceding the offer; or 4 Expenses for payments to external employee pension funds by UCB and the members of the Executive Committee entitled to retirement benefits
• the closing price of the Ordinary Shares on NYSE Euronext, Brussels the day before the grant. A different exercise price is determined for those eligible employees subject to legislation which requires a different exercise price in order to benefit from reduced taxation. The options become exercisable after a vesting period of three years, except for those eligible employees subject to legislation which requires a longer vesting period in order to benefit from reduced taxation. If an employee leaves UCB Group, his/her options usually lapse upon expiry of a period of six months. Options are acquired in case of death or retirement and in case of involuntary termination when taxes have been paid upon grant. UCB Group has no obligation to repurchase or settle the options in cash. There are no reload features, and the options are not transferable (except in case of death). The share appreciation rights (“SARs”) plan has similar characteristics to the share option plan, except that it is reserved for UCB employees in the U.S. This plan is cash-settled. All share options granted to U.S. option holders in 2005 and 2006 were transformed into SARs, except for three employees. Since 2007 all eligible U.S. employees have been granted SARs. (b) Share award plan The Remuneration and Nomination Committee granted free Ordinary Shares (the “Free Shares”) to members of the leadership team with a grade 12 or above. The Free Shares have service conditions attached to them whereby beneficiaries are required to remain in service for three years post grant date. Share awards lapse upon leaving UCB Group, except upon leaving on retirement or death in which case they vest immediately. The beneficiary is not entitled to dividends during the vesting period. (c) Performance share plan The Remuneration and Nomination Committee granted performance shares (the “Performance Shares”) to members of the leadership team with a grade 12 or above who achieved an outstanding performance. The performance shares are conditional on the beneficiary completing the Vesting Period and are also subject to the fulfillment of certain performance conditions. Performance Shares lapse upon leaving UCB Group, except upon leaving on retirement or death in which case they vest immediately. The beneficiary is not entitled to dividends during the Vesting Period. (d) Phantom share option, share award and performance share plans UCB Group also has phantom share option, phantom share award and phantom performance share plans (collectively referred to as the “Phantom Plans”). These Phantom Plans apply to certain members of the leadership team who have an employment contract with certain affiliates of UCB Group and are governed under similar rules to the UCB Group share option, share award and performance share plans except for their settlement. The share-based payment expense incurred for these plans is immaterial. (e) Employee share purchase plans in the U.S. This plan is intended to provide employees of UCB affiliates in the U.S. with an opportunity to purchase Ordinary Shares. Ordinary Shares are acquired at a discount of 15 per cent. which is funded by UCB. Employees save a certain portion of their salary through payroll deduction and shares will be purchased with after-tax employee savings. The Ordinary Shares are held by an independent third party banking institution in an account in the employee’s name. A11250830/2.25/23 Oct 2009 103
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A11250830/2.25/23 Oct 2009 UCB SA (
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A11250830/2.25/23 Oct 2009 3 RESPON
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A11250830/2.25/23 Oct 2009 5 WARNIN
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A11250830/2.25/23 Oct 2009 7 PART I
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Specified Denomination per Bond Min
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Trading on the regulated market of
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- Reliance on the procedures of the
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and federal governmental entities,
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If any of the UCB Group’s major p
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The UCB Group relies upon third-par
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other U.S. federal and state govern
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either to remediate certain sites o
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(iii) have sufficient financial res
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(i) EU Savings Directive Under the
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(o) The Domiciliary Agent is not re
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PART III: DOCUMENTS INCORPORATED BY
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• Press release of 26 June 2009:
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The Bonds constitute direct, uncond
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“Interest Payment Date” has the
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When interest is required to be cal
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"Calculation Agent" means Fortis Ba
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The Issuer reserves the right under
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any step is taken to enforce it (in
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12 Notices Notices to the Bondholde
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1. SUMMARY PART VI: DESCRIPTION OF
Page 51 and 52: Marketing & selling expenses Resear
Page 53 and 54: In 2008, the Issuer announced sever
Page 55 and 56: Issuer is developing from its stron
Page 57 and 58: Parkinson’s disease. Following a
Page 59 and 60: Keppra® is one of the core product
Page 61 and 62: that remission is possible with no
Page 63 and 64: (d) Manufacturing and supply of raw
Page 65 and 66: NET SALES FOR MAIN PRODUCTS BY REGI
Page 67 and 68: (a) a strategic focus on severe CNS
Page 69 and 70: ongoing and results are expected du
Page 71 and 72: Cimzia® (certolizumab pegol) Cimzi
Page 73 and 74: • Pfizer Inc.: The UCB Group is p
Page 75 and 76: esearch, regulatory, manufacturing,
Page 77 and 78: Neupro® (rotigotine; patch) Februa
Page 79 and 80: Before a drug can qualify for marke
Page 81 and 82: control mechanisms operate differen
Page 83 and 84: year term following a specific regu
Page 85 and 86: pain; which expires with the last t
Page 87 and 88: Group. The UCB Group treats any cla
Page 89 and 90: (g) Distilbène Litigation As of th
Page 91 and 92: (n) Competition enquiry in France T
Page 93 and 94: 3 These Directors are representativ
Page 95 and 96: Norman J-Ornstein was appointed to
Page 97 and 98: Mark McDade joined the Issuer as ex
Page 99 and 100: esults or information which is liab
Page 101: Peter Fellner......................
Page 105 and 106: A11250830/2.25/23 Oct 2009 105 PART
Page 107 and 108: A11250830/2.25/23 Oct 2009 107 PART
Page 109 and 110: Company name Registered office Cist
Page 111 and 112: Company name Registered office Schw
Page 113 and 114: Company name Registered office UCB
Page 115 and 116: Company name Registered office UCB
Page 117 and 118: PART XI: DESCRIPTION OF THE SHARES
Page 119 and 120: According to article 32 of the Arti
Page 121 and 122: Under UCB’s Articles, the Issuer
Page 123 and 124: The Board can also determine when s
Page 125 and 126: 1. BELGIAN TAXATION PART XIII: TAXA
Page 127 and 128: (b) Belgian tax on income and capit
Page 129 and 130: more detailed proposal for amendmen
Page 131 and 132: PART XIV: SUBSCRIPTION AND SALE For
Page 133 and 134: On the date that the subscriptions
Page 135 and 136: 12. DISTRIBUTION OF THE PROSPECTUS
Page 137 and 138: PART XV: GENERAL INFORMATION 1. App
Page 139 and 140: A11250830/2.25/23 Oct 2009 139 Subs
Page 141 and 142: Addressee UCB SA (the « Issuer »)
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