UCB SA - BNP Paribas Fortis

On the date that the subscriptions are settled, the X/N settlement system of the NBB will credit the
custody account of the Domiciliary Agent according to the details specified in the rules of the X/N
settlement system.
Subsequently, the Domiciliary Agent, at the latest on the settlement date, credits the amounts of the
subscribed securities to the account of the participants for onward distribution to the subscribers, in
accordance with the usual operating rules of the X/N settlement system.
5. COSTS AND FEES
The net proceeds (before deduction of expenses) will be an amount equal to the aggregate nominal
amount of the Bonds issued (the “Aggregate Nominal Amount”) multiplied by the Issue Price expressed
in percentage; minus the total selling and distribution commission of 1.875 per cent. of the Aggregate
Nominal Amount.
The Issue Price shall include the selling and distribution commission described below, such commission
being borne and paid by the subscribers.
Expenses specifically charged to the subscribers:
(i) the subscribers who are not Qualified Investors (as defined in the Prospectus Law) will bear a
selling and distribution commission of 1.875 per cent., included in the Issue Price; and
(ii) the subscribers who are Qualified Investors will normally bear a distribution commission of 1 per
cent., subject to the discount or margin foreseen under section 3 of the heading Subscription and
Sales. Such commission will be included in the issue price applied to them.
KBC has agreed to retrocede to the Issuer a portion, as agreed on a mutual basis in a separate agreement,
of the above selling and distribution commission paid to it in connection with the Public Offer, up to an
amount that will not exceed EUR 250,000.
6. FINANCIAL SERVICES
The financial services will be provided free of charge by BNP Paribas Fortis, KBC and ING.
The costs for the custody fee for the Bonds in custody account are charged to the subscribers. Investors
must inform themselves about the costs their financial institutions might charge them.
Investors must inform themselves about the costs the other financial institutions might charge them.
7. OVER-SUBSCRIPTION IN THE BONDS
In case of early termination of the Offer Period due to oversubscription or to changes in market conditions
as agreed between the Managers and the Issuer, allotment of the Bonds will be made with the following
objective allotment criteria:
(i) the subscriptions from investors who are not Qualified Investors received via the Managers will
be first handled and allocated according to the principle “first comes, first served” (as determined
together between the Managers);
A11250830/2.25/23 Oct 2009 133
A5 – 3.2
A5 – 5.4.3
A5 – 5.3.1
A5 – 5.1.4
A5 – 5.2.2