Blockage of shares and authorisation

According to Belgian law and the Articles of Association of the Company, the holders of dematerialized bearer shares have to register or deposit these shares for the purpose of identifying shareholders authorised to vote at the General Meeting of Shareholders, five clear days prior to the meeting at one of the locations indicated in the call to the meeting.

Holders of registered shares are admitted to the meeting if they are listed in the registered shareholder records at least five clear days prior to the date of the meeting.

Shareholders may give authorisation to be represented at the General Meeting of Shareholders to a proxy who must also be a UCB shareholder. However, each spouse may be represented by the other, and children under age and legally incapable individuals may be represented by their tutors or guardians. Legal entities such as companies can be represented by a proxy, who is not himself a shareholder. The shareholder granting a power of attorney must ensure acceptance of the mandate by the representative; in the event that a shareholder gives power of attorney to the Chairman of the meeting or another Director, with instructions to vote against this or that point on the agenda, the Chairman or the Director concerned are not bound to accept the mandate. It is the shareholder’s task, not the Company’s, to find a person to represent him.

Proxies must be deposited at headquarters at least three clear days prior to the date of the General Meeting of Shareholders. However, by unanimous and general decision, the General Meeting of Shareholders’ bureau may accept derogations from the term stipulated for the deposit of proxies.