UCB SA - BNP Paribas Fortis

November 2009. In the event that the shareholders do not approve the Change of Control Put as detailed
in Condition 5 (c), such provision will not be effective.
In the event that such Change of Control Put right is exercised by holders of at least 85 per cent. of the
aggregate principal amount of the Bonds, the Issuer may, at its option, redeem all (but not some only) of
the Bonds then outstanding pursuant to Condition 5 (c). However, Bondholders should be aware that, in
the event that (i) holders of 85 per cent. or more of the aggregate principal amount of the Bonds
exercise their option under Condition 5 (c), but the Issuer does not elect to redeem the remaining
outstanding Bonds, or (ii) holders of a significant proportion, but less than 85 per cent. of the aggregate
principal amount, of the Bonds exercise their option under Condition 5 (c), Bonds in respect of which
the Change of Control Put is not exercised may be illiquid and difficult to trade.
Potential investors should be aware that the Change of Control Put can only be exercised in specified
circumstances of a Change of Control as defined in the Conditions and, if applicable, a Rating
Downgrade of the Issuer, which may not cover all situations where a change of control may occur or
where successive changes of control occur in relation to the Issuer.
(e) Interest rate risks
Investment in the Bonds involves the risk that subsequent changes in market interest rates may
adversely affect the value of the Bonds.
(f) Market Value of the Bonds
The value of the Bonds may be affected by the creditworthiness of the Issuer and a number of additional
factors, such as market interest and yield rates and the time remaining to the maturity date and more
generally all economic, financial and political events in any country, including factors affecting capital
markets generally and the stock exchanges on which the Bonds are traded. The price at which a
Bondholder will be able to sell the Bonds prior to maturity may be at a discount, which could be
substantial, from the issue price or the purchase price paid by such purchaser.
(g) Global Credit Market Conditions
Potential investors should be aware of the prevailing and widely reported adverse global credit market
conditions (which continue at the date hereof), whereby there is a general lack of liquidity in the
secondary market for instruments similar to the Bonds. The Issuer cannot predict when these
circumstances will change and if and when they do there can be no assurance that conditions of general
market illiquidity for the Bonds and instruments similar to the Bonds will not return in the future.
(h) Representation of Bondholders
The Terms and Conditions of the Bonds contain provisions for calling meetings of Bondholders to
consider matters affecting their interests generally. These provisions permit defined majorities to bind
all Bondholders including Bondholders who did not attend and vote at the relevant meeting and
Bondholders who voted in a manner contrary to the majority.
A11250830/2.25/23 Oct 2009 26