UCB SA - BNP Paribas Fortis

(i) the correctness of the representations and warranties made by the Issuer in the Subscription
Agreement;
(ii) the Subscription Agreement, the Clearing Agreement and the Agency Agreement have been
executed by all parties thereto prior to the Issue Date;
(iii) the admission to trading of the Bonds on the regulated market of the Luxembourg Stock
Exchange has been granted on or prior to the Issue Date;
(iv) there having been, as at the Issue Date, no material adverse change (as defined in the
Subscription Agreement) affecting the Issuer and no event making any of the representations and
warranties contained in the Subscription Agreement untrue or incorrect in any material respect on
the Issue Date as if they had been given and made on such date and the Issuer having performed
all the obligations to be performed by it under the Subscription Agreement on or before the Issue
Date;
(v) at the latest on the Issue Date, the Managers having received customary documents and
confirmations as to certain legal and financial matters pertaining to the Issuer.
These conditions can be waived (in whole or in part) by the Managers.
3. ISSUE PRICE
The issue price will be of 101.875 % (the “Issue Price”).
The investors who are not Qualified Investors (as defined in the Prospectus Law 5 and the Luxembourg Act
dated 10 July 2005 6 ) will pay the Issue Price.
The Qualified Investors will pay the Issue Price less a discount or plus a margin, such resulting price
being subject to change during the Offer Period based among others on (i) the evolution of the credit
quality of the Issuer (credit spread), (ii) the evolution of interest rates, (iii) the success (or lack of success)
of the placement of the Bonds, and (iv) the amount of Bonds purchased by an investor, each as determined
by each Joint Lead Manager in its sole discretion.
The yield of the Bonds is 5.31 % on an annual basis. The yield is calculated as at 23 October 2009 on the
basis of the Issue Price. It is not an indication of future yield.
The minimum amount of application for the Bonds is EUR 1,000. There is no maximum amount of
application.
4. PAYMENT DATE AND DETAILS
The payment date is 27 November 2009. The payment for the Bonds can only occur by means of debiting
from a current account.
5 Loi relative aux offres publiques d'instruments de placement et aux admissions d'instruments de placement à la négociation sur des marchés
réglementés du 16 juin 2006/ Wet op de openbare aanbieding van beleggingsinstrumenten en de toelating van beleggingsinstrumenten tot de
verhandeling op een gereglementeerde markt van 16 juni 2006.
6 Luxembourg Act dated 10 July 2005 on prospectuses for securities.
A11250830/2.25/23 Oct 2009 132
A4 - 8.1
A5 - 5.3.1
A5 – 4.4
A5 - 4.9
A5 – 5.1.5
A5 – 5.1.6