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Expert Corporate Governance Service (ECGS)
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UCB _ AGM and EGM 25 April 2019

In general, UCB is in compliance with the Belgian regulations relating to the organization and procedures of the Annual General Meeting.

ITEMS 1 to 9 concern the Annual General Meeting.

ITEMS E.1, E.2 and E.3 concern the Extraordinary Meeting.

In the Ordinary General Meeting, in ITEM 5, the board of directors seeks approval of the Company's remuneration report. Since ECGS does not approve of long term incentive plans that do not operate one or more challenging performance conditions, we recommend to OPPOSE.

Three re-elections are proposed: Ms. Evelyn du Monceau (ITEM 8.1), Mr. Cyril Janssen (ITEM 8.2) and Ms. Alice Dauty (ITEM 8.3.1). ECGS recommends to APPROVE all three.

In ITEM 8.4.1, the board seeks shareholder approval to elect Ms. Jan Berger, as director, for a four-year term. ECGS recommends to APPROVE.

Finally, in the Extraordinary Meeting, under ITEM E.1 and ITEM E.3, the board of directors seeks approval of the allocation of shares and long term incentives plans. ECGS does not approve of long term incentive plans that do not operate one or more challenging performance conditions. Therefore, we recommend to OPPOSE.

Underlying
UCB S.A.

UCB is a global biopharmaceutical company focused on severe diseases in two therapeutic areas, namely central nervous system disorders and immunology. In the area of central nervous system disorders, Co. is focused on advanced Parkinson's disease, epilepsy, restless legs syndrome and epilepsy. In the area of immunology disorders, Co. is focused on rheumatoid arthritis, axial spondyloarthritis, psoriatic arthritis, systemic lupus erythematosus, juvenile idiopathic arthritis, post-menopausal osteoporosis, systemic lupus erythematosus and immunological diseases.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

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Analysts
Expert Corporate Governance Service (ECGS)

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