UCB SA - BNP Paribas Fortis

(o) The Domiciliary Agent is not required to segregate amounts received by it in respect of Bonds
cleared through the X/N Clearing System
The Conditions of the Bonds and the Agency Agreement provide that the Agent will debit the relevant
account of the Issuer and use such funds to make payment to the Bondholders. The Agency Agreement
provides that the Agent will, simultaneously with the receipt by it of the relevant amounts, pay to the
Bondholders, directly or through the NBB, any amounts due in respect of the relevant Bonds. However,
the Agent is not required to segregate any such amounts received by it in respect of the Bonds, and in
the event that the Agent were subject to insolvency proceedings at any time when it held any such
amounts, Bondholders would not have any further claim against the Issuer in respect of such amounts,
and would be required to claim such amounts from the Agent in accordance with applicable Belgian
insolvency laws.
(p) Exchange rate risks and exchange controls
The Issuer will pay principal and interest on the Bonds in euro. This presents certain risks relating to
currency conversions if an investor's financial activities are denominated principally in a currency or
currency unit (the "Investor's Currency") other than euro. These include the risk that exchange rates
may significantly change (including changes due to devaluation of the euro or revaluation of the
Investor's Currency) and the risk that authorities with jurisdiction over the Investor's Currency may
impose or modify exchange controls. An appreciation in the value of the Investor's Currency relative to
euro would decrease (1) the Investor's Currency-equivalent yield on the Bonds, (2) the Investor's
Currency-equivalent value of the principal payable on the Bonds and (3) the Investor's
Currency-equivalent market value of the Bonds.
Government and monetary authorities may impose (as some have done in the past) exchange controls
that could adversely affect an applicable exchange rate. As a result, investors may receive less interest
or principal than expected, or no interest or principal.
(r) Potential Conflicts of Interest.
The Issuer may from time to time be engaged in transactions involving an index or related derivatives
which may affect the market price, liquidity or value of the Bonds and which could be deemed to be
adverse to the interests of the Bondholders.
The Agent and the Managers (both as defined below) might have conflicts of interests which could have
an adverse effect to the interests of the Bondholders.
Potential investors should be aware that the Issuer is involved in a general business relation or/and in
specific transactions with the Agent, the Calculation Agent or/and each of the Managers (both as
defined below) and that they might have conflicts of interests which could have an adverse effect to the
interests of the Bondholders. Potential investors should also be aware that the Agent, the Calculation
Agent and each of the Managers may hold from time to time debt securities, shares or/and other
financial instruments of the Issuer.
(s) Legal investment considerations may restrict certain investments
A11250830/2.25/23 Oct 2009 29