UCB SA - BNP Paribas Fortis

"Calculation Agent" means Fortis Bank SA/NV or such other leading investment, merchant
or commercial bank as may be appointed from time to time by the Issuer for purposes of
calculating the Put Redemption Amount, and notified to the Bondholders in accordance with
Condition 12;
"Put Redemption Amount" means an amount per Bond calculated by the Calculation
Agent by multiplying the Redemption Rate by the Specified Denomination of such Bond
and rounding, if necessary, the resultant figure to nearest minimum sub-unit of euro (half of
such unit being rounded downwards), and by adding any accrued but unpaid interest of such
Bond to (but excluding) the relevant repayment date.
"Redemption Rate" means MIN (101%; Exp ( T x 0.7472014775% )), rounded down to the
9 th decimal.
"T" means the time, expressed in decimals of a year, elapsed from (and including) the
Closing Date until (and including) the relevant redemption date.
For the avoidance of any doubt, "Exp" means the exponential function meaning the function
e x , where e is the number (approximately 2.718) such that the function e x equals its own
derivative.
The Put Redemption Amount reflects a maximum yield of 0.75 points above the yield of the
Bonds on the Issue Date up to the Maturity Date in accordance with the "Arrêté Royal du 26
mai 1994 relatif à la perception et à la bonification du précompte mobilier" (Royal decree
of 26 May 1994 on the deduction of witholding tax) (the Royal Decree). The Royal Decree
indeed requires that in relation to Bonds that can be traded on N accounts, if investors
exercise a right to have the Bonds redeemed early, the actuarial return cannot exceed the
actuarial return of the Bonds upon the issue up to the final maturity, by more than 0.75
points.
(ii) Change of Control Notice
Within 5 Brussels business days following an Early Redemption Event, the Issuer shall give
notice thereof to the Bondholders in accordance with Condition 12 (a “Change of Control
Notice”). The Change of Control Notice shall contain a statement informing Bondholders of
their entitlement to exercise their rights to require redemption of their Bonds pursuant to
Condition 5(c)(i).
The Change of Control Notice shall also specify:
(i) to the fullest extent permitted by applicable law, all information material to Bondholders
concerning the Change of Control;
(ii) the last day of the Change of Control Put Exercise Period;
(iii) the Change of Control Put Date;
(iv) the Put Redemption Amount.
The Agent shall not be required to monitor or take any steps to ascertain whether a Change
of Control or any event which could lead to a Change of Control has occurred or may occur
and will not be responsible or liable to Bondholders or any other person for any loss arising
from any failure by it to do so.
(iii) If the Change of Control Resolutions are not passed
A11250830/2.25/23 Oct 2009 41