UCB SA - BNP Paribas Fortis

PART IV: TERMS AND CONDITIONS OF THE BONDS
The following is the text of the Conditions of the Bonds save for the paragraphs in italics that shall be read as
complementary information.
The issue of the 5.75 per cent fixed rate Bonds due 27 November 2014 for an expected amount of minimum €
150,000,000 (the “Bonds”, which expression shall, in these Conditions unless otherwise indicated, include
any Further Bonds) was (save in respect of any Further Bonds) authorised by a unanimous written resolution
of the board of directors of UCB S.A. (the “Issuer”) passed on 15 October 2009. The Bonds are issued
subject to and with the benefit of a domiciliary agency agreement to be entered into between the Issuer and
Fortis Bank SA/NV acting as domiciliary agent (the "Agent"), which expression shall include any successor
as Agent under the Agency Agreement) (such agreement as amended and/or supplemented and/or restated
from time to time, the "Agency Agreement"). The statements in these Conditions include summaries of, and
are subject to, the detailed provisions of the Agency Agreement. Copies of the Agency Agreement are
available for inspection during normal business hours at the specified office of the Agent. The specified office
of the Agent is at Warandeberg 3 Montagne du Parc, 1000 Brussels. The Bondholders are bound by and
deemed to have notice of all the provisions of the Agency Agreement applicable to them.
References herein to "Conditions" are, unless the context otherwise requires, to the numbered paragraphs
below.
1 Form, Denomination, Title and Status
(a) Form, Denomination and Title
(b) Status
The Bonds are issued in dematerialised form in accordance with Article 468 of the Belgian Code of
Companies (Wetboek van Vennootschappen / Code des Sociétés) and cannot be physically delivered.
The Bonds will be exclusively represented by book entry in the records of the clearing system operated
by the National Bank of Belgium (the “NBB”) or any successor thereto (the “NBB System”). The
Bonds can be held by their holders through participants in the NBB System, including Euroclear and
Clearstream, Luxembourg and through other financial intermediaries which in turn hold the Bonds
through Euroclear and Clearstream, Luxembourg, or other participants in the NBB System. The Bonds
are accepted for clearance through the NBB System, and are accordingly subject to the applicable
Belgian clearing regulations, including the Belgian law of 6 August 1993 on transactions in certain
securities, its implementing Belgian Royal Decrees of 26 May 1994 and 14 June 1994 and the rules of
the NBB System and its annexes, as issued or modified by the NBB from time to time (the laws,
decrees and rules mentioned in this Condition being referred to herein as the “NBB System
Regulations”). Title to the Bonds will pass by account transfer. The Bonds may not be exchanged for
bonds in bearer form.
If at any time the Bonds are transferred to another clearing system, not operated or not exclusively
operated by the NBB, these provisions shall apply mutatis mutandis to such successor clearing system
and successor clearing system operator or any additional clearing system and additional clearing
system operator (any such clearing system, an "Alternative Clearing System").
The Bonds are in principal amounts of €1,000 each (the "Specified Denomination").
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