2011 annual report - UCB

Communication by virtue of article 74§7 of the Law
of 1 April 2007 relating to public takeover bids, made
jointly by stable shareholders of UCB
UCB has received the communications made respectively on
22 November 2007, 17 December 2007 and 28 December 2007, by
the following shareholders, acting in concert, by virtue of article 74§7
of the Law of 1 April 2007.
In summary, since September 2007 and to date the voting rights of
these shareholders were allocated as follows:
septemBer 2007 feBruary 2012
Financière de Tubize 66 370 000 36.20% 66 370 000 36.20%
Schwarz Vermögensverwaltung GmbH & Co KG 9 885 618 5.39% 2 471 404 1.35%
UCB S.A. 1 - - 2 767 297 1.51%
UCB SCA - - 1 0.00%
UCB Fipar S.A. 3 176 578 1.73% 3 136 150 1.71%.
Total voting rights 79 432 196 43.32% 74 744 852 40.76%
1 the voting rights of the shares of ucB s.a are suspended in compliance with article 325§2 of the Belgian companies code.
On 6 April 2011 and 20 December 2010 a new legislation was
introduced into Belgian law, effective January 2012, which aims at
granting shareholders additional rights and which changes certain
1.3.3. Board of Directors and Board committees
1.3.3.1. Board of Directors
Composition of the Board and independent directors
From 1 January 2011 until 28 April 2011, the composition of the Board
was as follows:
• Karel Boone, Chair
• Evelyn du Monceau, Vice-Chair
• Roch Doliveux, Executive Director
• Armand De Decker
• Bert De Graeve
• Arnoud de Pret
• Peter Fellner
• Jean-Pierre Kinet
• Thomas Leysen
• Gerhard Mayr
• Tom McKillop
formalities of the shareholders’ meeting. The articles of incorporation
of the company were updated on 27 April 2011 to incorporate these
changes.
• Norman J. Ornstein
• Alexandre Van Damme
• Gaëtan van de Werve
• Bridget van Rijckevorsel
At the General Meeting held on 28 April 2011, Armand De Decker
retired as a Director and Evelyn du Monceau, Arnoud de Pret, Bridget
van Rijckevorsel, Gerhard Mayr, Norman J. Ornstein and Jean-Pierre
Kinet were re-elected for a term of four (4) years, pursuant to the
decision of the same meeting which fixed the term for a Board
mandate on four (4) years. At the same meeting, Thomas Leysen
was re-elected, at his request for one year only, in view of the new
commitments he has taken on.
Karel Boone is Chair of the Board. Karel Boone serves his fourth term
as a director since his last re-election on 30 April 2009 and therefore
does not qualify as independant director. Karel Boone has reached the
age limit and will end his mandate at the next General Meeting, to be
held on 26 April 2012.
Roch Doliveux is the only executive director of UCB and does not
qualify as an independent director.
14 UCB corporate governance statement 2011