UCB SA - BNP Paribas Fortis

• amendments to the Articles other than mentioned below (75 per cent. of the votes cast at a
meeting with an attendance quorum of 50 per cent. of the share capital, if such quorum is not met,
a second meeting with the same agenda can decide regardless of what the attendance quorum is);
and
• amendments of the Issuer’s corporate purpose under the Articles, the decision to acquire (or to be
granted a pledge on) the Issuer’s own shares or profit shares, for other purposes than distribution
to its personnel, the decision to grant financial assistance (80 per cent. of the votes cast at a
meeting with an attendance quorum of 50 per cent. of the share capital).
8. CHANGES IN UCB’S SHARE CAPITAL
Pursuant to the BCC and the Articles, the Issuer may increase or decrease its share capital upon the
approval of 75 per cent. of the votes cast at a General Meeting where at least 50 per cent. of the share
capital is present or represented. In case of a capital increase in cash, the existing shareholders have, in
principle, a preferential subscription right. The General Meeting may, however, restrict or cancel such
preferential subscription rights, according to the same quorum and voting requirements. At the date
hereof, the Board has no authorisation to proceed with any capital increase (within the framework of the
authorised capital or otherwise) without the intervention of the General Meeting. Any reduction in
capital similarly requires the same method of approval by shareholders in a General Meeting.
9. SHARE CAPITAL CONDITIONAL UPON THE EXERCISE OF STOCK OPTIONS
On 24 April 2008, the General Meeting resolved to issue a stock loan represented by 30,000 loan stock
units with a nominal value of €20 each, each having 1,000 defensive warrants (the “Defensive
Warrants”) attached to it. Each Defensive Warrant confers the right to its holder to subscribe to one
Ordinary Share newly issued by UCB. The loan was subscribed for by Financière de Tubize S.A.. The
exercise of all Defensive Warrants (which is limited to circumstances under which, according to the
Board, the stability of the shareholder structure of UCB and its corporate interest is threatened), would
lead to the issue of 30,000,000 new Ordinary Shares in UCB, the transfer of which is subject to the
control of the Board. The new Ordinary Shares in the Issuer resulting from the possible exercise of the
Defensive Warrants would be issued by reference to the market price over a period prior to their issue.
For information on options and subscription rights granted to employees of the UCB Group, see Part
VII “Management and Corporate Governance”.
10. AUTHORISED CAPITAL
UCB does not have any authorised capital.
11. OTHER SECURITIES
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