UCB SA - BNP Paribas Fortis

(i) Upon a Change of Control
In the event that
(A) a Change of Control occurs at the time the Issuer is not rated; or
(B) a Change of Control occurs at the time the Issuer is rated and within the Change of
Control Period, a Rating Downgrade in respect of that Change of Control occurs,
(each an "Early Redemption Event"), then:
the holder of each Bond will have the right to require the Issuer to redeem that Bond on the
Change of Control Put Date at the Put Redemption Amount. To exercise such right, the
holder of the relevant Bond must deliver to the Issuer with a copy to the specified office of
the Agent a duly completed and signed notice of exercise in the form for the time being
current obtainable from the specified office of the Agent (a “Change of Control Put
Exercise Notice”), at any time during the Change of Control Put Exercise Period. The
“Change of Control Put Date” shall be the fourteenth TARGET Business Day after the
expiry of the Change of Control Put Exercise Period.
Payment in respect of any such Bond shall be made by transfer to a euro account maintained
with a bank in a city in which banks have access to the TARGET System as specified by the
relevant Bondholder in the relevant Change of Control Put Exercise Notice.
A Change of Control Put Exercise Notice, once delivered, shall be irrevocable and the
Issuer shall redeem all Bonds the subject of Change of Control Put Exercise Notices
delivered as aforesaid on the Change of Control Put Date.
[Bondholders should note that the exercise by any of them of the option set out in Condition
5(c)(i) will only be effective under Belgian law if, prior to the earliest of (a) the Issuer being
notified by the Belgian Banking, Finance and Insurance Commission of a formal filing of a
proposed offer to the shareholders of the Issuer or (b) the occurrence of the Change of
Control, (i) the Change of Control Resolutions have been approved by the Shareholders of
the Issuer in a general meeting and (ii) such resolutions have been filed with the Clerk of
the Commercial Court of Brussels (greffe du tribunal de commerce/griffie van de rechtbank
van koophandel). The Issuer has submitted the Change of Control Resolutions for approval
at the general meeting of Shareholders of the Issuer scheduled to be held on 6 November
2009. Pursuant to Condition 9 (a) the Issuer has undertaken to file a copy of the resolution
as aforesaid immediately thereafter. If a Change of Control occurs prior to such approval
and filing, holders will not be entitled to exercise the option set out in Condition 5(c)(i).
There can be no assurance that such approval will be granted at such meeting.] [If the
Change of Control Resolutions are passed before the Closing Date, then the Bonds will be
issued without the Optional Put - cf.(iii) below].
If, as a result of this Condition 5 (c) (i), holders of the Bonds submit Change of Control Put
Exercise Notices in respect of at least 85 % per cent. of the aggregate principal amount of
the Bonds for the time being outstanding, the Issuer may, having given not less than 15 nor
more than 30 days notice to the Bondholders in accordance with Condition 12 (which notice
shall be irrevocable and shall specify the date fixed for redemption), redeem all (but not
some only) of the Bonds then outstanding at the Put Redemption Amount. Payment in
respect of any such Bond shall be made as specified above.
For the purposes of this Condition 5 (c):
A11250830/2.25/23 Oct 2009 40