UCB SA/NV : Convening notice to the general meeting of shareholders
*** Unofficial English translation – For convenience purposes only ***
UCB SA/NV – Public Limited Liability Company
Allée de la Recherche 60, 1070 Brussels
Enterprise nr. 0403.053.608 (RLE Brussels)
www.ucb.com
(“UCB SA/NV” or the “Company”)The Board of Directors invites the shareholders for the Ordinary and Extraordinary General Meeting of Shareholders (the “General Meeting”) which will be held on Thursday, 30 April 2020, at 11:00 am CEST, at the registered office of UCB SA/NV, Allée de la Recherche 60 – 1070 Brussels, for the purpose of considering and voting on the items shown on the agenda set out below.ORDINARY PART1. Report of the Board of Directors on the annual accounts for the financial year ended 31 December 20192. Report of the statutory auditor on the annual accounts for the financial year ended 31 December 20193. Communication of the consolidated annual accounts of the UCB Group relating to the financial year ended 31 December 20194. Approval of the annual accounts of UCB SA/NV for the financial year ended 31 December 2019 and appropriation of the results Proposed resolution:The General Meeting approves the annual accounts of UCB SA/NV for the financial year ended
31 December 2019 and the appropriation of the results reflected therein, including the approval of a gross dividend of € 1.24 per share(*). (*) 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 December 2019 The Belgian Code of Companies and Associations 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 2019 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 December 2019. 6. Approval of the remuneration policy 2020 The new Belgian 2020 Corporate Governance Code requires UCB SA/NV to establish a remuneration policy and to submit such policy to the approval of the General Meeting. As explained in the remuneration report, changes to UCB’s remuneration policy announced last year (mainly replacing free stock awards by performance shares in grants to top executives and the remuneration of directors) were implemented in the course of 2019 and are now reflected in the remuneration policy submitted to your approval. Proposed resolution:The General Meeting approves the remuneration policy 2020. 7. Discharge in favour of the directors Pursuant to the Belgian Code of Companies and Associations, the General Meeting must, after approval of the annual accounts, vote on the discharge of liability of the directors. Proposed resolution:The General Meeting grants discharge to the directors for the performance of their duties during the financial year ended 31 December 2019. 8. Discharge in favour of the statutory auditor Pursuant to the Belgian Code of Companies and Associations, 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 his duties during the financial year ended 31 December 2019. 9. Directors: renewal of mandates of (independent) directors The mandates of Mr. Pierre Gurdjian, Mr. Ulf Wiinberg and Mr. Charles-Antoine Janssen will expire at this General Meeting. Upon recommendation of the Governance, Nomination and Compensation Committee (“GNCC”), the Board of Directors proposes: (i) the renewal of the mandate of Mr. Pierre Gurdjian and Mr. Ulf Wiinberg as independent directors for the statutory term of 4 years and (ii) the renewal of the mandate of Mr. Charles-Antoine Janssen as director for the statutory term of 4 years. If re-elected, Mr. Pierre Gurdjian will continue to be the Vice-Chair of the Board of Directors and member of the GNCC and Mr. Charles-Antoine Janssen and Mr. Ulf Wiinberg will both continue to be members of the Audit Committee. Mr. Pierre Gurdjian and Mr. Ulf Wiinberg each meet the independence criteria stipulated 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. The curriculum vitae of these directors are available on the internet site of UCB https://www.ucb.com/investors/UCB-shareholders/Shareholders-meeting-2020. Subject to the abovementioned renewals by the General Meeting, the Board will continue to be composed of a majority of independent directors. Proposed resolutions:9.1. A) The General Meeting renews the appointment of Mr. Pierre Gurdjian(*) as director for the statutory term of four years until the close of the annual General Meeting of 2024. B) The General Meeting acknowledges that, from the information made available to the Company, Mr. Pierre Gurdjian 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, and appoints him as independent director. 9.2. A) The General Meeting renews the appointment of Mr. Ulf Wiinberg(*) as director for the statutory term of four years until the close of the annual General Meeting of 2024. B) The General Meeting acknowledges that, from the information made available to the Company, Mr. Ulf Wiinberg 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, and appoints him as independent director. 9.3. The General Meeting renews the appointment of Mr. Charles-Antoine Janssen(*) as director for the statutory term of four years until the close of the annual General Meeting of 2024. (*) Curriculum vitae and details are available at https://www.ucb.com/investors/UCB-shareholders/Shareholders-meeting-2020. SPECIAL PART 10. Long-Term Incentive Plans – Program of free allocation of shares This approval requested from the General Meeting is not as such required by 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 2019 remuneration report. For the avoidance of doubt, UCB 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 UCB SA/NV. Proposed resolution:The General Meeting approves the decision of the Board of Directors to allocate an estimated number of 1 361 000 free shares:
a) of which an estimated number of 802 000 shares to eligible employees under the Long-Term Inventive policy (LTI policy), namely to about 1 961 individuals, according to the applicable allocation criteria. These free shares will only vest if and when the eligible employees are still employed within the UCB Group three years after the grant of the awards;
b) of which an estimated number of 204 000 shares to eligible employees under the Performance Share Plan, namely to about 139 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 UCB SA/NV at the moment of grant; and
c) of which exceptionally for 2020 an estimated transition grant of 355 000 shares to be granted to certain employees, due to a market re-alignment of the LTI policy. This one-time grant is to be made to employees who experience a reduction in grant value when comparing the previous and new Long-Term Incentive policy. These additional free shares are to be granted in 2020 and will vest in 3 tranches, on a diminishing basis, between 2023 and 2025, if the eligible employees are still employed within the UCB Group on the respective annual vesting dates.
The estimated figures under a) and b) do not take into account employees hired or promoted to eligible levels between 1 January 2020 and 1 April 2020. 11. Change of control provisions – art. 7:151 of the Belgian Code of Companies and Associations Pursuant to article 7:151 of the Belgian Code of Companies and Associations, the General Meeting is solely competent to approve change of control clauses whereby third parties are granted rights having a substantial influence on the assets of the Company or causing a substantial debt or undertaking 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. 11.1 EMTN Program – renewal UCB SA/NV has entered into a Euro Medium Term Note Program dated 6 March 2013 for an amount of
€ 3 000 000 000, with last update of the Base Prospectus on 22 October 2019, as this program may be further amended, extended or updated from time to time, (the “EMTN Program”). The terms of the EMTN Program provide for a change of control clause – condition 5 (e) (i) – under which, for any of the Notes issued under the EMTN Program where a change of control put is included in the relevant final terms, any and all of the holders of such notes can, in certain circumstances, require UCB SA/NV to redeem that Note, following a change of control at the level of UCB SA/NV, upon exercise of the change of control put, for a value equal to the put redemption amount increased with, if appropriate, interest accrued until the date of exercise of the change of control put (all as more particularly described in the Base Prospectus of the EMTN Program). In accordance with said article 7:151 of the Belgian Code of Companies and Associations, this clause must be approved by the General Meeting and it is hereby proposed to renew this approval for any series of notes issued under the EMTN Program including such clause during the next 12 months. 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 30 April 2020 until 29 April 2021, under which any and all of the holders of the relevant notes can, in certain circumstances when a change of control at the level of UCB SA/NV occurs, require UCB SA/NV to redeem that note on the change of control put date at the put redemption amount together, if appropriate, with interest accrued to such change of control put date, following a change of control of UCB SA/NV; and (ii) of any other provision of the EMTN Program or notes issued under the EMTN Program granting rights to third parties which could affect an obligation on UCB SA/NV where in each case the exercise of these rights is dependent on the occurrence of a change of control. 11.2 Term Facility Agreement of USD 2 070 million entered on 10 October 2019UCB SA/NV has entered a Term Facility Agreement in the amount of USD 2 070 million between, amongst others, UCB SA/NV and UCB Biopharma SRL, as borrowers, and BNP Paribas Fortis SA/NV and Bank of America Merrill Lynch International Designated Activity Company as bookrunners dated 10 October 2019, providing for a change of control clause, according to which any and all of the lenders can, in certain circumstances, cancel their commitments and require repayment of their participations in the loan, together with accrued interests and all other amounts accrued and outstanding thereunder, following a change of control of UCB SA/NV.Proposed resolution:Pursuant to article 7:151 of the Belgian Code of the Companies and Associations, the General Meeting approves Condition 8.2 (b) (iv) of the Terms and Conditions of the USD 2 070 million Term Facility Agreement between, amongst others, UCB SA/NV and UCB Biopharma SRL, as borrowers, and BNP Paribas Fortis SA/NV and Bank of America Merrill Lynch International Designated Activity Company as bookrunners dated 10 October 2019, which includes a change of control clause, under which any and all of the lenders can, in certain circumstances, cancel their commitments and require repayment of their participations in the loan, together with accrued interests and all other amounts accrued and outstanding thereunder, following a change of control of UCB SA/NV. 11.3 EUR 1 billion Revolving Facility Agreement as last amended and restated by the Amendment and Restatement Agreement dated 5 December 2019 UCB SA/NV has entered into an amendment and restatement agreement dated 5 December 2019 pursuant to which the EUR 1 billion multicurrency revolving facility agreement, originally dated 14 December 2009 and made between, amongst others, UCB SA/NV and BNP Paribas Fortis SA/NV as agent, was amended and restated (hereafter abbreviated, as amended and restated, the “Revolving Facility Agreement”). The terms of the Revolving Facility Agreement include a change of control clause under which any and all of the lenders can, in certain circumstances, cancel their commitments and require repayment of their participations in the loans, together with accrued interest and all other amounts accrued and outstanding thereunder, following a change of control of UCB SA/NV (as more particularly described in the Revolving Facility Agreement). Proposed resolution:Pursuant to article 7:151 of the Belgian Code of the Companies and Associations, the General Meeting approves clause 10.2 (Change of control) of the Revolving Facility Agreement, as last amended and restated on 5 December 2019, under which any and all of the lenders can, in certain circumstances, cancel their commitments and require repayment of their participations in the loans, together with accrued interest and all other amounts accrued and outstanding thereunder, following a change of control UCB SA/NV.EXTRAORDINARY PART (Extraordinary General Meeting)The Extraordinary General Meeting will only validly deliberate on the items on its agenda if at least half of the capital is present or represented. If this condition is not met, a new Extraordinary General Meeting with the same agenda will be convened for 25 May 2020 at 11:00 am CEST. This second Extraordinary General Meeting will validly deliberate irrespective of the number of shares present or represented. 1. Implementation of the Belgian Code of Companies and AssociationsOn 4 April 2019, the law of 23 March 2019 introducing the Belgian Code of Companies and Associations (‘BCCA’) was published in the Official Belgian State Gazette, replacing the Belgian Companies Code of 1999 and of which the mandatory provisions entered into force for existing companies on 1 January 2020. As a result, UCB SA/NV is required by law to adapt and align its Articles of Association to the new provisions of the BCCA and is therefore submitting the following changes to the approval of this Extraordinary Shareholders Meeting. These changes are required to align our Articles of Association either to the new terminology or the new mandatory rules of the BCCA or to refer to the appropriate section of the new BCCA or other applicable legislation. Notably, the last sentence of article 32 of the Articles of Association must be amended to reflect the new rule of the article 7:126 of the BCCA according to which a shareholders meeting can be convened at the request of shareholder(s) holding at least 10% of the capital (instead of 20% previously). The Board confirms that there is no change to the “one share one vote” principle included in article 38 of the Articles of Association. The full coordinated version of the articles of association is available on the internet site of the Company https://www.ucb.com/investors/UCB-shareholders/Shareholders-meeting-2020.Proposed resolution:
The General Meeting resolves to amend the Articles of Association of the Company to implement the new Belgian Code of Companies and Associations and, in particular, to implement the mandatory provisions, and linguistic or technical adjustments required by the BCCA, as follows: Removal of the second paragraph in article 1. Replacement of the first paragraph of article 2 by following text: “The registered office is located in the Brussels Capital Region, at Anderlecht (1070 Brussels), Allée de la Recherche, 60
