UCB SA - BNP Paribas Fortis

The Issuer reserves the right under the Agency Agreement at any time, with the prior written approval
of the Agent, to vary or terminate the appointment of the Agent and appoint additional or other agents,
provided that it will (i) maintain a principal paying agent, (ii) maintain a domiciliary agent and the
domiciliary agent will at all times be a participant in the X/N Clearing System and (iii) if required,
appoint an additional paying agent, from time to time with a specified office in a European Union
member state that will not be obliged to withhold or deduct tax pursuant to European Council
Directive 2003/48/EC or any other European Union Directive implementing the conclusions of the
ECOFIN council meeting of 26-27 November 2000 on the taxation of savings income or any law
implementing or complying with, or introduced in order to conform to, such Directive. Notice of any
change in Agent or its specified offices will promptly be given by the Issuer to the Bondholders in
accordance with Condition 12.
(e) No Charges
The Agent shall not make or impose on a Bondholder any charge or commission in relation to any
payment in respect of the Bonds.
(f) Fractions
When making payments to Bondholders, if the relevant payment is not of an amount which is a whole
multiple of the smallest unit of the relevant currency in which such payment is to be made, such
payment will be rounded down to the nearest unit.
(g) Non-business days
7 Taxation
If any date for payment in respect of the Bonds is not a business day, the holder shall not be entitled to
payment until the next following business day unless it would thereby fall into the next calendar month
in which event it shall be brought forward to the immediately preceding business day, nor to any
interest or other sum in respect of such postponed or anticipated payment. For the purpose of
calculating the interest amount payable under the Bonds, the Interest Payment Date shall not be
adjusted. In this paragraph, "business day" means a day on which the Target System is operating.
All payments of principal and interest by or on behalf of the Issuer in respect of the Bonds shall be made
without withholding or deduction for, or on account of, any present or future taxes, duties, assessments or
governmental charges of whatever nature ("Taxes") imposed, levied, collected, withheld or assessed by or on
behalf of the Kingdom of Belgium or any political subdivision or any authority therein or thereof having
power to tax, unless such withholding or deduction of the Taxes is required by law. In that event the Issuer
shall pay such additional amounts as will result in receipt by the Bondholders after such withholding or
deduction of such amounts as would have been received by them had no such withholding or deduction been
required, except that no such additional amounts shall be payable in respect of any Bond:
(i) Other connection: to a Bondholder who is liable to such Taxes in respect of such Bond by reason of
his having some connection with the Kingdom of Belgium other than the mere holding of the Bond; or
(ii) Payment to individuals: where such withholding or deduction is imposed on a payment to an
individual and is required to be made pursuant to European Council Directive 2003/48/EC on the
taxation of savings income or any law implementing or complying with, or introduced in order to
conform to, such Directive; or
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