UCB SA - BNP Paribas Fortis

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(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. A11250830/2.25/23 Oct 2009 90
(n) Competition enquiry in France The French competition authority has, for several years, been reviewing certain actions by UCB’s French affiliate in relation to Zyrtec® which took place during 2004. The French Competition Authority is reviewing whether UCB’s decision to cease the commercialization of Zyrtec® as a prescription-only product, and to instead make it available only on an over-the-counter basis may have been anti-competitive. The procedure is currently in the review stage and no statement of objections setting out the allegations has yet been issued. UCB has no current indication of whether the matter will proceed further or be dismissed. (o) Alleged breaches of environmental law In 1997 Rogers Corporation acquired the shares of UCB Induflex NV, a Belgian company which was subsequently renamed Rogers Induflex NV. Several years later Rogers Induflex NV demanded damages from UCB for alleged soil contamination with respect to UCB’s former site. The parties met but did not come to an arrangement. Subsequently Rogers Induflex NV filed a criminal complaint against UCB Induflex NV, based on alleged violations of environmental law, which specified damages in the region of €300,000. Further to the criminal investigation, the Belgian Chamber of the Court has recently decided to refer UCB Induflex NV together with one of its former employees to the Belgian Criminal Court to stand trial for such alleged violations of environmental law. UCB has decided to file an appeal against this referral decision. UCB denies the charges and contests the referral to the Belgian Criminal Court. A11250830/2.25/23 Oct 2009 91
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A11250830/2.25/23 Oct 2009 UCB SA (
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A11250830/2.25/23 Oct 2009 3 RESPON
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A11250830/2.25/23 Oct 2009 5 WARNIN
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A11250830/2.25/23 Oct 2009 7 PART I
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Specified Denomination per Bond Min
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Trading on the regulated market of
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- Reliance on the procedures of the
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and federal governmental entities,
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If any of the UCB Group’s major p
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The UCB Group relies upon third-par
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other U.S. federal and state govern
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either to remediate certain sites o
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(iii) have sufficient financial res
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(i) EU Savings Directive Under the
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(o) The Domiciliary Agent is not re
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PART III: DOCUMENTS INCORPORATED BY
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• Press release of 26 June 2009:
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The Bonds constitute direct, uncond
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“Interest Payment Date” has the
Page 39 and 40: When interest is required to be cal
Page 41 and 42: "Calculation Agent" means Fortis Ba
Page 43 and 44: The Issuer reserves the right under
Page 45 and 46: any step is taken to enforce it (in
Page 47 and 48: 12 Notices Notices to the Bondholde
Page 49 and 50: 1. SUMMARY PART VI: DESCRIPTION OF
Page 51 and 52: Marketing & selling expenses Resear
Page 53 and 54: In 2008, the Issuer announced sever
Page 55 and 56: Issuer is developing from its stron
Page 57 and 58: Parkinson’s disease. Following a
Page 59 and 60: Keppra® is one of the core product
Page 61 and 62: that remission is possible with no
Page 63 and 64: (d) Manufacturing and supply of raw
Page 65 and 66: NET SALES FOR MAIN PRODUCTS BY REGI
Page 67 and 68: (a) a strategic focus on severe CNS
Page 69 and 70: ongoing and results are expected du
Page 71 and 72: Cimzia® (certolizumab pegol) Cimzi
Page 73 and 74: • Pfizer Inc.: The UCB Group is p
Page 75 and 76: esearch, regulatory, manufacturing,
Page 77 and 78: Neupro® (rotigotine; patch) Februa
Page 79 and 80: Before a drug can qualify for marke
Page 81 and 82: control mechanisms operate differen
Page 83 and 84: year term following a specific regu
Page 85 and 86: pain; which expires with the last t
Page 87 and 88: Group. The UCB Group treats any cla
Page 89: (g) Distilbène Litigation As of th
Page 93 and 94: 3 These Directors are representativ
Page 95 and 96: Norman J-Ornstein was appointed to
Page 97 and 98: Mark McDade joined the Issuer as ex
Page 99 and 100: esults or information which is liab
Page 101 and 102: Peter Fellner......................
Page 103 and 104: • the closing price of the Ordina
Page 105 and 106: A11250830/2.25/23 Oct 2009 105 PART
Page 107 and 108: A11250830/2.25/23 Oct 2009 107 PART
Page 109 and 110: Company name Registered office Cist
Page 111 and 112: Company name Registered office Schw
Page 113 and 114: Company name Registered office UCB
Page 115 and 116: Company name Registered office UCB
Page 117 and 118: PART XI: DESCRIPTION OF THE SHARES
Page 119 and 120: According to article 32 of the Arti
Page 121 and 122: Under UCB’s Articles, the Issuer
Page 123 and 124: The Board can also determine when s
Page 125 and 126: 1. BELGIAN TAXATION PART XIII: TAXA
Page 127 and 128: (b) Belgian tax on income and capit
Page 129 and 130: more detailed proposal for amendmen
Page 131 and 132: PART XIV: SUBSCRIPTION AND SALE For
Page 133 and 134: On the date that the subscriptions
Page 135 and 136: 12. DISTRIBUTION OF THE PROSPECTUS
Page 137 and 138: PART XV: GENERAL INFORMATION 1. App
Page 139 and 140: A11250830/2.25/23 Oct 2009 139 Subs
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Addressee UCB SA (the « Issuer »)
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UCB SA - BNP Paribas Fortis

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