Capital and shares

Since February 29, 2008 UCB capital amounts to 550,095,156 EUR, divided in 183,365,052 ordinary shares with no nominal value.

In 1999 and 2000, the Company implemented two stock option plans for management of the UCB Group, allowing them to subscribe new UCB shares. Each year the annual report will disclose the number of subscription rights exercised and the capital increase which has resulted from the exercise of these rights.

Since 2001, annual stock option plans have taken the form of awarding options on existing shares. The exercise of these options does not affect the issued capital of the Company; each year the annual report will disclose the number of options exercised in each plan.

In 2008, UCB also issued defensive warrants. These have not been exercised to date. 

The share capital of the Company is represented by 183,365,052 shares.

Shares are registered, dematerialized or bearer shares, at the request of the shareholder, according to the law.  Until they are fully paid up, shares are registered, and may only be transferred after prior agreement by the Board of Directors. Registered shares are recorded in a special register.

According to the Belgian law of December 14, 2005, all bearer shares of UCB, registered on a custody account or an investment account will be, on January 1, 2008, automatically converted into dematerialized shares.  As from January 1, 2008, all bearer shares deposited for registration on such a custody or investment account will be automatically converted into dematerialized shares.

Each share gives the right to one vote.

In any increase of share capital for cash, existing shareholders have preferential rights pro rata with the number of their shares, to new shares to be subscribed in accordance with the law. The preferential rights, however, may be limited or removed by the General Meeting of Shareholders in the interests of the Company.

The shares held by UCB FIPAR S.A., and UCB SCA, indirect affiliates of the Company, covering the option plans issued in favour of UCB staff, do not have voting rights throughout the holding period. The number of shares held, at the end of each year, by this affiliate are disclosed in the relevant annual report of the Company.