UCB SA - BNP Paribas Fortis

None of the shareholders mentioned above, nor any other shareholders of the Issuer, have any special rights or
privileges other than those conferred by the Ordinary Shares held by them.
Under a shareholders’ agreement entered into on 24 September 2006 between Financière de Tubize S.A. and the
Schwarz Family Holding (the “Shareholders’ Agreement”), the Schwarz Family Holding and Financière de Tubize
S.A. have agreed, subject to certain conditions and limitations, that prior to each General Meeting they shall meet
and consult with each other during a pre-meeting with respect to the agenda of the General Meeting and the
proposed decisions. The Schwarz Family Holding and Financière de Tubize S.A. will try to reach a consensus with
regard to each item of the agenda on how to exercise their voting rights at the respective General Meeting. In case
such consensus cannot be reached, Financière de Tubize S.A. shall have a casting vote. At the relevant General
Meeting, the Schwarz Family Holding and Financière de Tubize S.A. shall cast their votes in accordance with the
decisions taken at the pre-meeting. These voting arrangements do not apply to certain specific decisions.
Subject to certain conditions and limitations, the Schwarz Family Holding is entitled, however, to transfer the UCB
shares in its possession at any time if: (i) the shareholding of Financière de Tubize S.A. in the Issuer falls bellow 33
per cent.; (ii) the shareholding of the Janssen Family in Financière de Tubize S.A. falls bellow 50 per cent.; or (iii)
if Financière de Tubize S.A. or the Janssen Family decides to tender any of their shares in the Issuer or Financière
de Tubize S.A., respectively, in a public takeover bid for the Issuer or Financière de Tubize S.A..
UCB is not aware of any other voting agreements among the shareholders mentioned above.
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