Convertible bonds

UCB issued senior unsecured 4.5% bonds due 2015 for an aggregate principal amount of € 500 million, placed with institutional investors following an accelerated book-building procedure on 30 September 2009 (the "Bonds").

The Extraordinary General Meeting of Shareholders decided on 6 November 2009 to attach a conversion right to these Bonds.

Each Bond has a denomination of € 50 000 and may be converted as from 2 December 2009 until 15 October 2015 for a conversion price of € 38.746 per share. Upon receipt of a conversion request from a Bondholder, the UCB Board has the option, in its sole discretion but in the best interest of the Company, (i) to issue new shares, (ii) to deliver existing shares or (iii) to make a combination of these two options.

If all of the Bonds were to be converted into new shares at the current conversion price, UCB would issue 12 904 558 new shares.

The conversion price may have to be revised in accordance with anti-dilution provisions of the terms and conditions of the Bonds or in case of change of control.

The Bonds are listed on the EURO MTF market of the Luxembourg stock exchange.