UCB SA - BNP Paribas Fortis

PART XI: DESCRIPTION OF THE SHARES AND ARTICLES OF ASSOCIATION
1. FORMATION, LEGAL AND COMMERCIAL NAME, FINANCIAL YEAR
UCB’s legal predecessor, Societe Industrielle de la Cellulose, was founded on 19 May 1925. As part of
a merger the name of the company changed to Union Chimique-Chemische Bedrijven on 27 November
1961, and changed again to UCB S.A. on 15 December 1970. UCB is currently registered as a public
limited liability company organised under Belgian law (société anonyme/naamloze vennootschap)
registered in the Belgian Crossroads Bank for Enterprises under 0403 053 608. The registered offices
of UCB S.A. are located at 60 Allée de la Recherche, 1070 Brussels, Belgium. UCB’s legal name is
“UCB S.A.”. UCB’s principal place of business is at 60 Allée de la Recherche, 1070 Brussels,
Belgium, telephone number +32 2 559 9264 (Investor Relations). The duration of UCB, as set forth in
article 4 of the Articles, is unlimited.
UCB’s financial year corresponds to the calendar year. Following the end of each financial year, the
Board approves the draft of the financial statements to be submitted for approval to the ordinary
General Meeting. The ordinary General Meeting is to be held each year on the last Thursday of April.
2. CORPORATE PURPOSE
According to article 3 of the Articles, the purpose of the company is to hold and manage direct or
indirect shareholdings in other companies having a purpose directly or indirectly related to research,
development, industrial or commercial activities, focused mainly but not exclusively on the
pharmaceutical industry. The company can provide support services for third parties, in particular for
companies in which the company has a direct or indirect interest. More generally it can undertake any
commercial, industrial, financial, property, or real estate operations both in Belgium and elsewhere,
which may be directly or indirectly related to the above purposes, including, without being limited to,
the financing of the companies in which it has an interest by way of loans, guarantees, grants of
securities or in any other manner.
3. SHARE CAPITAL AND SHARES
At the time of publication of this Prospectus, the share capital of the Issuer amounted to €550,095,156
divided into 183,365,052 Ordinary Shares. The Ordinary Shares do not have a nominal value. The
Ordinary Shares are admitted for listing and trading on Eurolist by Euronext Brussels.
For information on the Issuer’s authority to issue the Bonds, see Part XV, “General Information”.
4. FORM AND TRANSFERABILITY OF THE ORDINARY SHARES
The Ordinary Shares can take the form of registered shares or dematerialised shares. All Ordinary
Shares are fully paid-up and freely transferable.
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A4 – 14.2.1
A4 – 5.1.1
A4 – 5.1.2
A4 – 5.1.3
A4 – 5.1.4
A4 – 14.2
A4 – 14.2.1