Regulated Information
Public limited liability company
Allée de la Recherche 60, 1070 Brussels
Enterprise nr. 0403.053.608 (RPM Brussels)
("UCB SA")
The Shareholders are invited to attend the Extraordinary General Meeting
which will be held on Monday 25 March 2013, at 03:00 pm at the registered office,
for the purpose of considering the items shown on the agenda set out below:
E.1. Special Report by the Board of Directors on the use and purpose of the authorized capital prepared in accordance with article 604 of the Belgian Companies Code
E.2. Amendment of article 6 of the Articles of Association by adding a section 2 to this article. The current sole paragraph will become section 1 of article 6
Proposed resolution:
The General Meeting resolves to grant the power to increase the share capital to the Board of Directors. Therefore, the General Meeting resolves to add the following text as section 2 to article 6:
Section 2
"The Board of Directors is authorized to increase the Company's share capital by an amount not exceeding five hundred million euros (€ 500 000 000) in one or more operations, including by way of the issuance of warrants or convertible bonds.
The Board of Directors is expressly authorized to make use of this mandate for the following operations:
- A capital increase or the issuance of convertible bonds or warrants with cancellation or limitation of the preferential subscription rights of the existing shareholders.
- A capital increase or the issuance of convertible bonds with cancellation or limitation of the preferential subscription rights of the existing shareholders for the benefit of one or more specific persons who are not employees of the Company or of its subsidiaries.
- A capital increase by incorporation of reserves and/or share premiums.
Any such capital increase may take any and all form, including, but not limited to, contributions in cash or in kind, with or without share premium, the incorporation of reserves and/or share premiums, to the maximum extent permitted by the law.
Any use of the mandate granted in this section may only occur via special majority in the Board of Directors, namely a majority of independent directors on the one hand and a majority of directors representing the Reference Shareholder on the other hand. Reference Shareholder for the purposes of this section shall mean the person or persons representing any Company that did a notification pursuant to article 74 of the Law of 1 April 2007 relating to public takeovers.
The mandate to the Board of Directors pursuant to this section is granted for a period of five years as from the date of its publication."
E.3. Further amendment of article 6 of the Articles of Association by adding an additional section 3 to this article
Proposed resolution:
The General Meeting resolves to grant the power to increase the share capital to the Board of Directors in case of a public take-over bid on securities of the Company. Therefore, the General Meeting resolves to add the following text as section 3 to article 6:
Section 3
"The Board of Directors is expressly authorized, in case of a public take-over bid on securities of the Company, to increase the capital by an amount not exceeding five hundred million euros (€ 500 000 000), in one or more operations, including by way of the issuance of warrants or convertible bonds, in the manner and under the conditions set out in article 607 of the Companies Code and in the same ways and modalities provided in the preceding section.
The mandate to the Board of Directors pursuant to this section is granted for a period of three years as from the date of its publication.
The total amount of the share capital increased by means of this section and section 2 above may not exceed five hundred million euros (€ 500 000 000).
The Board of Directors is empowered, with full power of substitution, to amend the Articles of Association to reflect the capital increases resulting from the exercise of its powers pursuant to this section and section 2 above."
E.4. Modification of article 11 a) of the Articles of Association by replacing it with the below text, adding a transitional provision
Proposed resolution:
The General Meeting resolves to replace article 11 a) second paragraph with the following text:
"Shares are registered or dematerialized shares, at the request of the shareholder, and in accordance with the law.
Transitional provision: Until 1 January 2014, fully paid shares are registered, dematerialized or bearer shares, at the request of the shareholder, according to the law. Bearer shares of the Company, already issued and registered on a custody account or an investment account on 1 January 2008, will exist under the dematerialized form as from that date. Other bearer shares will automatically be converted into dematerialized shares, as from their registration on a custody account or an investment account as from 1 January 2008."
E.5. Replacing paragraph 3 until the end of article 12 in the Articles of Association by a new wording
Proposed resolutions:
The General Meeting resolves to replace paragraph 3 of article 12 of the Articles of Association until the end of this article by the following text, in order to renew the authorization of the General Meeting given to the Board of Directors relating to the acquisition and transfer of own shares:
"The Board of Directors is authorized to acquire, on or outside of the stock exchange, by way of purchase, exchange, contribution or any other kind of acquisition, directly or indirectly, the maximum number of Company's shares permitted by law for a price or an exchange value per share of maximum the highest price of the Company's share on Euronext Brussels on the day of the acquisition and minimum one euro (€ 1). This mandate is granted for a period of five years as of the date of the General Meeting that approved it.
The Board of Directors is authorized to acquire, on or outside of the stock exchange, by way of purchase, exchange, contribution or any other kind of acquisition, directly or indirectly, the Company's shares in accordance with the Companies Code if such acquisition is necessary to avoid serious and imminent prejudice to the Company. This mandate is granted for a period of three years as from the date of its publication.
The Board of Directors is authorized to transfer, on or outside of the stock exchange, by way of sale, exchange, contribution or any other kind of transfer, directly or indirectly, the Company's own shares in accordance with article 622, § 2, section 1, of the Companies Code. This mandate is granted for an unlimited duration in time. For the avoidance of doubt, this mandate includes the transfer necessary to avoid serious and imminent prejudice to the Company.
The Board of Directors is authorized to transfer, on the stock exchange or through a public offer, directly or indirectly, the Company's shares in accordance with article 622, § 2, section 2, 2°, of the Companies Code if such transfer is necessary to avoid serious and imminent prejudice to the Company. This mandate is granted for a period of three years as from the date of its publication.
The mandates granted to the Board of Directors pursuant to this article extend to any acquisitions or transfers of the Company's shares, directly or indirectly, undertaken by the Company's direct subsidiaries, as defined in article 627 of that Code."
E.6. Resolution only to be voted in case resolution E.5 is not accepted
Modifying the limitations stipulated on the acquisition of own shares during the shareholders' meeting of 6 November 2009. This enables UCB SA to monetize the options it currently holds in UCB SA shares at better prices, compared to what would be possible under the current 2009 shareholders' meeting resolution:
Proposed resolution:
As the above resolution has not been approved, the General Meeting resolves to modify the limitations stipulated on the acquisition of own shares during the shareholders' meeting of 6 November 2009, as such modification will enable UCB SA to monetize the options it currently holds in UCB SA shares at better prices, compared to what would be possible under the current 2009 shareholders' meeting resolution.
Therefore, the General Meeting resolves to renew the authorization granted in 2009 and to grant the power to the Board of Directors to acquire, on or outside of the stock exchange, by way of purchase, exchange, contribution or any other kind of acquisition, directly or indirectly, the maximum number of Company's shares permitted by law, for a price or an exchange value per share of maximum the highest price of the Company's share on Euronext Brussels on the day of the acquisition and minimum one euro (€ 1). This mandate is granted for a period of five years as of the date of the General Meeting that approved it.
E.7. Adding a paragraph to article 14 of the Articles of Association
Proposed resolution:
The General Meeting resolves to add the following text as last paragraph of article 14 of the Articles of Association:
"The share register or bond register(s) of the Company may be held either on paper or via whatever electronic or dematerialized means as are legally permissible at any given point in time."
E.8. Modification of the second paragraph of article 19 of the Articles of Association
Proposed resolution:
The General Meeting resolves to replace the second paragraph of article 19 of the Articles of Association by the following text:
"Copies or extracts of the minutes to be produced in court or elsewhere shall be signed by either the Chair, or two Directors, or the Secretary General, or the General Counsel."
E.9. Modification of the second bullet of article 20 of the Articles of Association where the Remuneration and Nomination Committee's scope of competences is extended with Governance
Proposed resolution:
The General Meeting resolves to replace the second bullet of article 20 of Articles of Association by the following text to reflect the extension of this committee's scope of competences:
" - A Governance, Nomination & Compensation Committee in accordance with article 526quater of the Companies Code with, in particular, the tasks set out in that article."
E.10. Modification of the second paragraph of article 36 of the Articles of Association, to align with the current text of the Company Code
Proposed resolution:
The General Meeting resolves to replace the second paragraph of article 36 of the Articles of Association by the following text in order to align it with the current text of the companies' Code:
"The Board of Directors can determine the form of proxies, which must be received by the Company at least six days before the date of the meeting."
E.11. Modification of article 37 of the Articles of Association
Proposed resolution:
The General Meeting resolves to replace the current article 37 by the following text:
"The General Meeting shall be chaired by the Chair of the Board of Directors, whom failing by a Deputy Chair, and should none of them be able to attend, by another Director. The Chair shall appoint the Secretary, who may but does not have to be a shareholder, and choose two scrutineers, who may but do not have to be shareholders and who, together with the Directors present, shall constitute the Bureau."
E.12. Adding a text to the second paragraph of article 38 of the Articles of Association
Proposed resolution:
The General Meeting resolves to add the following text in the second paragraph of article 38 of the Articles of Association, between "his voting rights shall fall below one of the limits specified above" and "These notifications will occur":
"The same notification requirements will apply to any instrument, option, future, swap, interest term agreement and other derivative granting its holder the right to acquire existing securities carrying voting rights pursuant to a formal agreement (i.e. an agreement that is binding pursuant to the applicable law) and only on the holders' own initiative. In order for the notification requirements to apply, the holder must either have an unconditional right to acquire existing securities carrying voting rights or be able to make free use of its right to acquire them. A right to acquire securities carrying voting rights is considered to be unconditional if it depends merely on an event that can be caused to happen or prevented from happening by the holder of the right."
Attendance formalities
In order to attend the Meeting, holders of securities must comply with the following formalities:
(i) Kindly note that all dates and times mentioned herein are the final deadlines and that these will not be prolonged due to a weekend, holiday or for any other reason.
(ii) Registration date: the registration date is 11 March 2013, 12:00 am (midnight) CET. Only persons registered as shareholder on such date and time will be allowed to attend and to vote at the Meeting.
- Owners of bearer shares must deposit their shares at the latest on 11 March 2013, 12:00 am (midnight) CET at one of the agencies of KBC Bank NV. KBC Bank NV will certify to UCB SA that bearer shares were deposited. Deposited bearer shares will be placed on an account in dematerialized form and will not be returned in bearer form.
- Owners of registered shares must be registered as shareholder in UCB SA's share register, held by Euroclear, at the latest on 11 March 2013, 12:00 am (midnight) CET.
- Owners of dematerialized shares must be registered as a shareholder on an account with a recognized accountholder or settlement institution at the latest on 11 March 2013, 12:00 am (midnight) CET.
(iii) Intention to participate at the Meeting: the shareholder must declare his/her intent to participate (in person or by proxy) at the Meeting, as well as the number of shares he/she intends to participate with, at the latest 19 March 2013, 15:00 CET. Only persons having notified their intent to participate (in person or by proxy) at the Meeting on such date will be allowed to vote at the Meeting.
- Owners of registered shares should declare their intent to participate to the Meeting known to UCB SA (c/o Mrs. Muriel Le Grelle) or via email to shareholders.meeting@ucb.com at the latest on 19 March 2013, 15:00 CET.
- Owners of bearer shares or dematerialized shares must declare their intent to participate to the Meeting known at the latest on 19 March 2013, 15:00 CET to one of the agencies of KBC Bank NV. KBC Bank NV will provide a notice thereof to UCB SA.
(iv) Proxies: shareholders are permitted to be represented by proxyholders at the Meeting. The proxy forms approved by UCB SA which must be used to be represented at the Meeting can be downloaded from http://www.ucb.com/investors/calendar/shareholders-meeting-2013 Shareholders must deposit these proxies, duly filled out and signed at the very latest on 19 March 2013, 15:00 CET at UCB SA's registered office (c/o Mrs. Muriel Le Grelle) or via email to shareholders.meeting@ucb.com (Note that UCB SA will apply article 547bis, § 2, section 3 of the Belgian Companies' Code, which prevails over article 36 of UCB SA's Articles of Association). Fax (02/559 98 00) and email copies are allowed providing the proxyholder produces the original proxy at the latest on the date of the Meeting. Failure to comply with these requirements will result in UCB SA not acknowledging the powers of the proxy holder.
(v) Items or resolutions proposed by shareholders must be made in writing and must reach UCB SA via shareholders.meeting@ucb.com at the latest on 3 March 2013, 15:00 CET. An updated agenda will, if applicable, be published on 8 March 2013. More information on these rights is to be found at http://www.ucb.com/investors/calendar/shareholders-meeting-2013
(vi) Questions must be sent to shareholders.meeting@ucb.com at the latest on 19 March 2013, 15:00 CET. More information is to be found at http://www.ucb.com/investors/calendar/shareholders-meeting-2013
(vii) Holders of bonds and warrants issued by UCB SA may attend the Meeting in an advisory capacity and are subject to the same attendance requirements as those applicable to shareholders.
(viii) In order to attend the Meeting, individuals holding securities and proxy holders' must prove their identity and representatives of legal entities must hand over documents establishing their identity and their representation power, at the latest immediately prior to the beginning of the Meeting.
(ix) As of the date of publication of this convocation, the documents to be submitted to the Meeting, the (amended) agenda, and the (amended) proxy forms are available on http://www.ucb.com/investors/calendar/shareholders-meeting-2013 and can be reviewed at UCB SA's registered office.