CONVENING NOTICE TO THE GENERAL MEETING OF SHAREHOLDERS |
The Board of Directors invites the shareholders for the general meeting of shareholders (the “General Meeting”) which will be held on Thursday, 27 April 2023, at 11:00 am CEST, at the registered office of
Applicable participation formalities are detailed at the end of this convening notice. Shareholders may, to the extent indicated, also use the Lumi Connect platform (www.lumiconnect.com) to complete all participation formalities and to vote by proxy at the General Meeting. The Lumi Connect platform is free of charge for the shareholders. |
ORDINARY PART
1. Report of the Board of Directors on the annual accounts for the financial year ended 31
2. Report of the statutory auditor on the annual accounts for the financial year ended 31
3. Communication of the consolidated annual accounts of the
4. Approval of the annual accounts of
Proposed resolution:
The General Meeting approves the annual accounts of UCB SA/NV for the financial year ended
31
(*) The UCB shares held by UCB SA/NV (own shares) are not entitled to a dividend. Therefore, the aggregate amount to be distributed to the shareholders may fluctuate depending on the number of UCB shares held by UCB SA/NV (own shares) on the dividend approval date.
5. Approval of the remuneration report for the financial year ended 31
The Belgian Code of Companies and Associations (BCCA) requires the General Meeting to approve the remuneration report each year by separate vote. This report includes a description of the remuneration policy that was applicable in 2022 and information on remuneration of the members of the Board of Directors and of the Executive Committee.
Proposed resolution:
The General Meeting approves the remuneration report for the financial year ended 31
6. Discharge in favour of the directors
Pursuant to the BCCA, the General Meeting must, after approval of the annual accounts, vote on the discharge of liability of the directors for the financial year ended on 31
Proposed resolution:
The General Meeting grants discharge to the directors for the performance of their duties during the financial year ended 31
7. Discharge in favour of the statutory auditor
Pursuant to the BCCA, the General Meeting must, after approval of the annual accounts, vote on the discharge of liability of the statutory auditor (
Proposed resolution:
The General Meeting grants discharge to the statutory auditor for the performance of its duties during the financial year ended 31
8. Directors: appointment and renewal of mandates of (independent) directors
The mandates of Mrs.
Proposed resolutions:
8.1 A) The General Meeting renews the appointment of Mrs.
B) The General Meeting acknowledges that, from the information made available to the Company, Mrs.
8.2 The General Meeting renews the appointment of Mr.
8.3 A) The General Meeting appoints Mrs. Maëlys Castella (*) as director for a term of four years until the close of the annual General Meeting of 2027.
B) The General Meeting acknowledges that, from the information made available to the Company, Mrs. Maëlys Castella qualifies as an independent director according to the independence criteria provided for by article 7:87 of the Belgian Code of Companies and Associations, by provision 3.5 of the 2020 Belgian Corporate Governance Code and by the Board of Directors and appoints her as independent director.
(*) Curriculum vitae and details are available at https://www.ucb.com/investors/UCB shareholders/Shareholders-meeting-2023
SPECIAL PART
9. Long-Term Incentive Plans - Program of free allocation of shares
This approval requested from the General Meeting is not as such a hard requirement under Belgian law but is sought in order to ensure transparency and, as the case may be, compliance with foreign law for certain jurisdictions where our Long-Term Incentive Plans (LTI plans) are offered to our employees. For more information on UCB’s LTI plans, please refer to the 2022 remuneration report. For the avoidance of doubt, UCB SA/NV confirms that it covers all its obligations under the LTI Plans with existing shares, i.e. through share buybacks, so there is no dilution for existing shareholders of
Proposed resolution:
The General Meeting approves the decision of the Board of Directors to allocate an estimated number of 1 435 000 free shares:
a) of which an estimated number of 1 220 000 shares to eligible employees under the Long-Term Inventive policy (LTI policy), namely to approximately 2 900 individuals, according to the applicable allocation criteria. These free shares will only vest if and when the eligible employees are still employed within the
b) of which an estimated number of 215 000 shares to eligible employees under the Performance Share Plan, namely to approximately 150 individuals, according to the applicable allocation criteria. These free shares will be delivered after a three-year vesting period and the number of shares actually allocated will vary from 0% to 150% of the number of shares initially granted depending on the level of achievement of the performance conditions set by the Board of Directors of
The estimated figures under a) and b) do not take into account employees hired or promoted to eligible levels between
10. Change of control provisions in contracts or funding agreements - art. 7:151 of the Belgian Code of Companies and Associations
Pursuant to article 7:151 of the BCCA, the General Meeting is solely competent to approve so-called ‘change of control’ clauses, i.e., provisions whereby third parties are granted rights having a substantial influence on the assets of the Company or causing a substantial debt or liability for the Company, if the exercise of such rights depends on the launch of a public takeover bid on the shares of the Company or a change of control thereof. These clauses are standard requests from our creditors and/or in the legal documentation of our financing arrangements.
10.1 EMTN Program – renewal
U
Proposed resolution:
Pursuant to article 7:151 of the Belgian Code of Companies and Associations, the General Meeting renews its approval: (i) of condition 5 (e) (i) of the Terms and Conditions of the EMTN Program (Redemption at the Option of Noteholders – Upon a Change of Control (Change of Control Put)), in respect of any series of notes to which such condition is made applicable being issued under the Program from 27
10.2 Schuldschein Loan Agreements entered on 2 November 2022
- A Schuldschein loan agreement in the amount of
EUR 108.5 million; - A Schuldschein loan agreement in the amount of
EUR 20.5 million; - A Schuldschein loan agreement in the amount of
EUR 15 million; - A Schuldschein loan agreement in the amount of
USD 20 million .
Proposed resolution:
Pursuant to article 7:151 of the Belgian Code of the Companies and Associations, the General Meeting approves Article 5 b) of the four Schuldschein loan agreements in the amounts of
10.3 Revolving credit facility agreement to replace the existing
Proposed resolution:
Pursuant to article 7:151 of the Belgian Code of Companies and Associations, the General Meeting approves the change of control clause as provided for in a revolving credit facility agreement of up to an amount of
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PARTICIPATION FORMALITIES
In order to participate in the General Meeting, shareholders must comply with the following formalities:
1. Kindly note that all due dates and times mentioned herein are the final deadlines and that these will not be extended due to a weekend, holiday or for any other reason.
2. Registration Date: the registration date is 13
a) Owners of registered shares must be registered as a shareholder in
b) Owners of dematerialized shares must be registered as a shareholder on an account with a recognized account holder or settlement institution on
3. Voting in person: the shareholder who intends to participate in the General Meeting in person must declare his/her intent to participate, in the General Meeting, as follows:
a) Owners of registered shares must declare their intention to participate in person to the General Meeting, at the latest by 21
For owners of registered shares who choose to use the Lumi Connect electronic platform, this platform enables them to directly declare their intention to participate in person in the General Meeting. |
b) Owners of dematerialized shares must declare their intention to participate in person at the General Meeting, at the latest by 21
For owners of dematerialized shares who choose to use the Lumi Connect electronic platform, this platform (i) enables them to directly declare their intention to participate in person in the General Meeting and (ii) allows the above-mentioned certificate of dematerialized shares to be issued directly. |
Only persons having notified their intent to participate in person at the General Meeting at the latest by 21
4. Voting by proxy: the shareholders are allowed to be represented by a proxy holder at the General Meeting. In the case of voting by proxy, the proxy form will serve as declaration of the intention to participate in the General Meeting, but owners of dematerialized shares must still provide a certificate issued by a recognized account holder or settlement institution evidencing their holding of dematerialized shares on the registration date to
a) Original proxy: the proxy form approved by
Shareholders must deposit or send these proxies, duly filled out and signed, to
b) Electronic proxy: for shareholders who choose to use the Lumi Connect platform, this platform enables them to electronically complete and submit proxies. In that case, no original must be provided.
Only persons having notified their intention to participate by proxy in the General Meeting at the latest by 21
5. New agenda items and new resolutions: in accordance with article 7:130 of the BCCA and under certain conditions, one or more shareholder(s) holding (together) at least 3% of the share capital of the Company may request to add items to the agenda and may file resolution proposals relating to the items on the agenda or to be added to the agenda.
Such request will only be valid if it is duly notified to
6. Questions: in accordance with article 7:139 of the BCCA and under certain conditions, shareholders are entitled to submit questions (i) in writing prior to the General Meeting or (ii) orally during the General Meeting, to the Board of Directors or the statutory auditor regarding their reports or items on the agenda. The questions will be answered during the General Meeting provided (i) the shareholders concerned have complied with all required admission formalities and (ii) any communication of information or fact in response to such question does not prejudice the Company’s business interests or the confidentiality undertaking of
Questions asked prior to the General Meeting must be sent in writing to
For shareholders who choose to use the Lumi Connect platform, this platform enables them to submit questions in writing in advance, subject to the above-mentioned deadline. |
7. Available documentation: as of the date of publication of this notice, the documents to be presented at the General Meeting, the (amended) agenda, and the (amended) proxy form are available on https://www.ucb.com/investors/UCB-shareholders/Shareholders-meeting-2023. The shareholders shall be able to access and consult the documents during working hours on business days at
The documents can also be accessed via the Lumi Connect platform. |
8. Arrival time and facilities: Shareholders attending the General Meeting are requested to arrive at least 45 minutes before the time set for the General Meeting in order to complete the participation formalities at the registered office of
9. Privacy notice: the Company is responsible for the processing of the personal data it receives from shareholders, holders of other securities issued by the Company (if any) and proxy holders in the context of the General Meeting of the shareholders in accordance with the applicable data protection legislation. The processing of such personal data will in particular take place for the analysis and management of the participation and voting procedure in relation to the General Meeting of the shareholders, in accordance with the applicable legislation and the Company’s Privacy Policy. These personal data will be transferred to third parties for the purpose of providing assistance in the management of participation and voting procedures, and for analyzing the composition of the shareholder base of the Company. The personal data will not be stored any longer than necessary in light of the aforementioned objectives. Shareholders, holders of other securities issued by the Company and proxy holders can find the Company’s Privacy Policy on the Company’s website. This Privacy Policy contains detailed information regarding the processing of the personal data of, among others, shareholders, holders of other securities issued by the Company and proxy holders, including the rights that they can assert towards the Company in accordance with the applicable data protection legislation. The aforementioned can exercise their rights with regard to their personal data provided to the Company by contacting the Company’s Data Protection Officer via dataprivacy@ucb.com.
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