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UCB SA - BNP Paribas Fortis

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Norman J-Ornstein was appointed to the Board in 2008. He is a resident scholar at the American<br />

Enterprise Institute for Public Policy Research (AEI) based in Washington, DC (U.S.) and he counsels<br />

government campaign commissions. He also serves as an election analyst for CBS News and writes in<br />

several U.S. newspapers. He has also published several books related to U.S. politics. Norman Ornstein<br />

has a Bachelor of Arts degree from the University of Minnesota (U.S.), from which he also received an<br />

honorary Doctor of Laws degree, and he achieved a Master of Arts and Ph.D. from the University of<br />

Michigan (U.S.). He served as a member of the board of the Public Broadcasting Service (PBS) and is<br />

currently on the board of Directors of the Campaign Legal Center, as well as on the board of Trustees of<br />

the U.S. Capitol Historical Society.<br />

Arnoud de Pret was appointed to the Board in 2005 and has chaired the Audit Committee since 2005. A<br />

commercial engineer from UCL (Louvain), Arnoud de Pret started his career as a credit officer with<br />

Morgan Guaranty Trust of New York (in Brussels and Antwerp) in 1971. He became treasurer and<br />

corporate finance manager of Cockerill S.A. (Liège) in 1978. He joined the Issuer (Brussels) in 1981 as<br />

chief financial officer and became a member of the Executive Committee in 1986. In 1990 he left the<br />

Issuer and became treasurer and corporate finance manager at Société Générale de Belgique S.A before<br />

joining Umicore <strong>SA</strong> in 1991 as chief financial officer and member of the management committee until<br />

May 2000. Arnoud de Pret is director and member of the audit committee of InBev S.A., Umicore S.A.,<br />

Sibelco S.A., Delhaize Group S.A. and serves as member of the supervisory board of NYSE Euronext.<br />

Bridget van Rijckevorsel was appointed to the Board in 1992. Mrs van Rijckevorsel is a member of the<br />

board of directors of various privately-owned investment companies.<br />

Gäetan van de Werve was appointed to the Board in 2006. A Doctor of Law (K.U.Leuven, Belgium), he<br />

also holds an MBA from Vlerick Management School (RUG). He joined Petrofina S.A. in 1973 where<br />

he held various management responsibilities in the areas of supply, sales and marketing. He was the<br />

managing director of Sigma Paints in Thailand from 1983 to 1985. In 1992 he joined the European<br />

Petroleum Industry Association (EURPIA) as an executive officer where he was responsible for<br />

environment, tax and legal. In 1996 he joined the Belgian Oil Industry Association as secretary-general.<br />

Gäetan van de Werve is not a member of the board of directors of another listed company.<br />

No member of the Board has been convicted in relation to fraudulent offences or has been associated<br />

within the past five years, with any bankruptcies, receiverships or liquidations and/or any official public<br />

incrimination and/or sanctions by statutory or regulatory authorities (including designated professional<br />

bodies). Furthermore, no member of the Board has ever been disqualified by a court from acting as a<br />

member of the administrative, management or supervisory bodies of an issuer or, within the past five<br />

years, has been disqualified from acting in the management or conduct of the affairs of any issuer.<br />

2. EXECUTIVE COMMITTEE<br />

The Executive Committee is vested with all the duties, powers and authorities assigned to it by the<br />

Board. The Board nonetheless continues to bear ultimate responsibility for the management of the<br />

Issuer and theoretically has the competence to make decisions in the place of the Executive Committee.<br />

According to section 5.1.1 of the charter of corporate governance of the Issuer (the “Charter”), the<br />

Executive Committee has responsibility for executing the strategy of the Issuer and the <strong>UCB</strong> Group as<br />

approved by the Board, in particular in the areas of research and development, operations, financial,<br />

administrative, risk and legal issues, human resources and investment.<br />

A11250830/2.25/23 Oct 2009 95

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