UCB SA - BNP Paribas Fortis

(k) Challenges to the domination and profit transfer agreement between UCB SP GmbH and Schwarz
Pharma
After the acquisition of the majority of shares in Schwarz Pharma by UCB SP GmbH in December 2006
and the adoption of a domination and profit transfer agreement (“DPTA”) between UCB SP GmbH and
Schwarz Pharma by the general shareholder’s meeting of Schwarz Pharma in May 2007, sixteen
minority shareholders of Schwarz Pharma filed challenge actions against the respective shareholder’s
resolution with the District Court of Düsseldorf in Germany.
In order to receive an early registration of the DPTA in the commercial registry of the company and
therefore to make the DPTA effective despite the pending challenge actions described above, Schwarz
Pharma, as a counter motion, filed for a proceeding for early registration (“Freigabeverfahren”) with the
District Court of Düsseldorf, which decided in favor of Schwarz Pharma on 30 April 2008. An appeal
was filed against this decision by the minority shareholders with the Higher Court of Düsseldorf, which
also ruled in favor of Schwarz Pharma on 18 December 2008; making the DPTA final and binding as of
that date.
On 6 March 2009, the District Court of Düsseldorf dismissed the challenge actions of the minority
shareholders. Out of the sixteen initial claimants, only one filed for appeal with the Higher Court of
Düsseldorf in April 2009. The Board does not believe this remaining litigation poses a material
financial risk to the UCB Group.
(l) Appraisal procedure for judgment on adequate compensation and guaranteed dividend under the
DPTA between UCB SP GmbH-Schwarz Pharma
After the acquisition of the majority of shares in Schwarz Pharma by UCB SP GmbH in December 2006
and the adoption of the DPTA between UCB SP GmbH and Schwarz Pharma by the general
shareholder’s meeting of Schwarz Pharma in May 2007, foreseeing an adequate compensation for
potential tendering of shares by minority shareholders and a guaranteed dividend, fifty three minority
shareholders filed for an appraisal procedure against UCB SP GmbH to challenge the adequateness of
such compensation and guarantee dividend in August 2007. After numerous filings of argumentative
writs of both claimants and defendant, a date for an oral hearing has not yet been set by the court.
At the general shareholders’ meeting of Schwarz Pharma in July 2009 a squeeze-out resolution was
passed which was already registered in the commercial registry of the company and resulted in the
transfer of all minority shares to UCB SP GmbH in exchange for adequate compensation determined by
the court to be €111.44 per share. As at the end of September 2009, three minority shareholders
initiated an appraisal procedure against UCB SP GmbH to challenge the adequacy of such
compensation fixed in the resolution.
(m) Tax authority reviews relating to the UCB Group
The UCB Group operates in a number of jurisdictions around the world, each of which has its own tax
regulations and statutes under which the UCB Group may have payment obligations. On occasion, tax
authorities may initiate a review of the UCB Groups’ compliance with its tax regime. There are several
such reviews pending regarding the UCB Group in a range of jurisdictions such as Germany, the UK,
Spain, Turkey and Italy. The UCB Group is not able to predict with certainty the outcome of such
reviews, or the impact that such reviews may have on the business of the UCB Group.
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