UCB SA - BNP Paribas Fortis

12 Notices
Notices to the Bondholders shall be valid (i) if delivered by or on behalf of the Issuer to the Clearing System
for communication by it to the Clearing System Participants and (ii) if published in two leading newspapers
having general circulation in the Kingdom of Belgium (which are expected to be L'Echo and De Tijd). Any
such notice shall be deemed to have been given on the latest day of (i) seven days after its delivery to the
Clearing System and (ii) the publication of the latest newspaper containing such notice.
So long as the Bonds are listed on the Luxembourg Stock Exchange and the rules of that exchange so require,
all notices regarding the Bonds shall also be published either in a leading daily newspaper in Luxembourg
(which is expected to be the Luxemburger Wort) or on the website of the Luxembourg Stock Exchange
(www.bourse.lu). The Issuer shall also ensure that all notices are duly published in a manner which complies
with the rules and regulations of any stock exchange or other relevant authority on which the Bonds are for
the time being listed. Any such notice shall be deemed to have been given on the date of such publication or,
if required to be published in more than one newspaper or in more than one manner, on the date of the first
such publication in all the required newspapers or in each required manner.
In addition to the above communications and publications, with respect to notices for a meeting of
Bondholders, any convening notice for such meeting shall be made in accordance with Article 570 of the
Belgian Company Code, by an announcement to be inserted at least fifteen days prior to the meeting, in the
Belgian Official Gazette (Moniteur belge – Belgisch Staatsblad) and in a newspaper with national coverage.
Resolutions to be submitted to the meeting must be described in the convening notice.
13 Further Issues
The Issuer may from time to time without the consent of the Bondholders create and issue further notes,
bonds or debentures either having the same terms and conditions in all respects as the outstanding notes,
bonds or debentures of any series (including the Bonds) or in all respects except for the first payment of
interest on them and so that such further issue shall be consolidated and form a single series with the
outstanding notes, bonds or debentures of any series (including the Bonds) or upon such terms as to interest,
premium, redemption and otherwise as the Issuer may determine at the time of their issue. The Agency
Agreement contains provisions for convening a single meeting of the Bondholders.
14 Governing Law and Jurisdiction
(a) Governing Law
The Agency Agreement and the Bonds and any non-contractual obligations arising out of or in
connection with the Bonds are governed by, and shall be construed in accordance with, Belgian law.
(b) Jurisdiction
The courts of Brussels, Belgium are to have jurisdiction to settle any disputes which may arise out of
or in connection with the Agency Agreement and the Bonds and accordingly any legal action or
proceedings arising out of or in connection with the Agency Agreement or the Bonds (“Proceedings”)
may be brought in such courts. The Issuer has in the Agency Agreement irrevocably submitted to the
jurisdiction of such courts and has waived any objection to Proceedings in such courts whether on the
ground of venue. These submissions are made for the benefit each of the Bondholders and shall not
limit the right of any of them to take Proceedings in any other court of competent jurisdiction nor shall
the taking of Proceedings in one or more jurisdictions preclude the taking of Proceedings in any other
jurisdiction (whether concurrently or not).
A11250830/2.25/23 Oct 2009 47