UCB SA - BNP Paribas Fortis

(i) EU Savings Directive
Under the EC Council Directive 2003/48/EC on the taxation of savings income (the "EU Savings
Directive"), member states of the European Economic Union (the "EU Member States" and each a "EU
Member State") are required to provide to the tax authorities of another EU Member State details of
payments of interest (or similar income) paid by a person within its jurisdiction to an individual resident
in that other EU Member State or to certain limited types of entities established in that other EU
Member State. However, for a transitional period, Belgium, Luxembourg and Austria are instead
required (unless during that period they elect otherwise) to operate a withholding system in relation to
such payments (the ending of such transitional period being dependent upon the conclusion of certain
other agreements relating to information exchange with certain other countries). A number of non-EU
countries and territories including Switzerland have adopted similar measures (a withholding system in
the case of Switzerland). By two Royal Decrees dates 27 September 2009 and published in the Belgian
Official Gazette on 1 October 2009, the Belgian State elected to abandon the transitional withholding
system and provide information in accordance with the EU Saving Directive as from 1 January 2010.
On 15 September 2008 the European Commission issued a report to the Council of the European Union
on the operation of the EU Savings Directive, which included the Commission's advice on the need for
changes to the EU Savings Directive. On 13 November 2008 the European Commission published a
more detailed proposal for amendments to the EU Savings Directive, which included a number of
suggested changes. The European Parliament expressed its opinion on the proposal on 24 April 2009
and the Council adopted unanimous conclusions on 9 June 2009 relating to the proposal. If any of those
proposed changes are made in relation to the EU Savings Directive, they may amend or broaden the
scope of the requirements described above.
If a payment were to be made or collected through a paying agent established in Belgium or any other
state which applies the withholding tax system and an amount of, or in respect of, tax were to be
withheld from that payment, neither the Issuer nor the Agent nor any other person would be obliged to
pay additional amounts to the Bondholders or to otherwise compensate Bondholders for the reductions
in the amounts that they will receive as a result of the imposition of such withholding tax.
(j) Belgian Withholding Tax
If the Issuer, the NBB, the Agent or any other person is required to make any withholding or deduction
for, or on account of, any present or future taxes, duties or charges of whatever nature in respect of any
payment in respect of the Bonds, the Issuer, the NBB, the Agent or that other person shall make such
payment after such withholding or deduction has been made and will account to the relevant authorities
for the amount so required to be withheld or deducted.
The Issuer will pay such additional amounts as may be necessary in order that the net payment received
by each Bondholder in respect of the Bonds, after withholding for any taxes imposed by tax authorities
in the Kingdom of Belgium upon payments made by or on behalf of the Issuer in respect of the Bonds,
will equal the amount which would have been received in the absence of any such withholding
taxes, except that no such additional amounts shall be payable in respect of any Bond in the
circumstances defined in Condition 7, (a), (b), (c) and (d) of the Terms and Conditions of the Bonds.
A11250830/2.25/23 Oct 2009 27