UCB’s General Meeting of Shareholders 2024

Brussels (Belgium), 25 April 2024 – 18:00 (CEST) (regulated information) – Today, UCB held its Annual General Meeting of Shareholders (AGM) directly followed by an Extraordinary General Meeting of the Shareholders (EGM). The Company offered the choice to UCB shareholders to either participate in-person or to cast their vote by proxy. At the AGM [154 502 563] shares (81,11% of shares entitled to vote) were represented. At the EGM, [152.708.839] shares were represented (80,17% of shares entitled to vote).

The message of Mr. Jean-Christophe Tellier, Chief Executive Officer of UCB, published at the occasion of this general meeting, is available on the UCB website.

During his speech, Mr. Tellier commented: “Today, I’m pleased to stand in front of you and talk about the unique new phase we’ve begun. With 14 major regulatory approvals for UCB medicines across six patient populations and three continents, we are now able to provide more, new and differentiated treatment options for people living with severe diseases.” During his speech, Jean-Christophe Tellier also spoke about the company’s bright future: “UCB is poised for a decade plus of growth, driven by our dedicated employees and commitment to creating value for patients and society. Looking ahead, we're confident in our five growth drivers: EVENITY^®, FINTEPLA^®▼, BIMZELX^®, RYSTIGGO^®, and ZILBRYSQ^®. These medicines, coupled with our robust innovation efforts, form the backbone of our growth strategy.” 

The AGM approved for the fiscal year 2023 the payment of a gross dividend of € 1.36 per share (net dividend of € 0.952 per share) compared to € 1.33 per share for 2022 (net € 0.931). The ex-dividend date is 26 April 2024, the dividend (coupon no. 27) will be payable as of 30 April 2024.

During the AGM, three Board mandates renewals were approved: (i) the mandates of Pierre Gurdjian and Ulf Wiinberg were renewed as independent directors for a term of 4 years and they will both continue to be members of the Governance, Nomination and Compensation Committee (GNCC). (ii) the mandate of Charles-Antoine Janssen was also renewed as director for a term of 4 years and he will continue to be a member of the GNCC too. He has also replaced Fiona du Monceau as Vice-Chair of the Board, as she stepped down from the Board to take on an Executive Committee role within UCB. During the AGM, Mrs. Fiona was thanked for her contribution to the Board which illustrated her dedication to people and society, her leadership and strong business acumen. 

Bert De Graeve stepped down from the Board of Directors of UCB at the occasion of this AGM. after a 14-year service in the Board of UCB. During his speech, Jean-Christophe Tellier expressed his deepest appreciation for Bert De Graeve’s remarkable service and invaluable contributions during his tenure on the Board.

The Annual General Meeting of UCB also approved the appointment of the following 3 new independent Board Members, each one for a term of 4 years: (i) Nefertiti Greene, also joining the GNCC (ii) Dolca Thomas, becoming member of the Scientific Committee and (iii) Rodolfo Savitzky, also becoming member and chair of the Audit Committee.  

UCB’s Board of Director continues to be composed of a majority of independent directors (10 out of 14 members or 71% independent members, in comparison to 54% at 31 December 2023). The Audit Committee and the Governance, Nomination and Compensation Committee will be chaired by independent directors, respectively Rodolfo Savitzky and Kay Davies. From a gender diversity perspective, the Board will be composed of 6 women and 8 men (43% in comparison to 38% at 31 December 2023).

For the curriculum vitae of the Board members, please visit the UCB website: https://www.ucb.com/investors/UCB-governance. 
All other agenda items put to vote at the AGM and EGM were approved by the shareholders. More information including details of the votes will be available soon on UCB's website.

The Integrated Annual Report 2023 of UCB can be downloaded on UCB's website at https://www.ucb.com/investors/Download-center or is available on the online portal at https://reports.ucb.com/.

The financial results for the first half year 2024 will be published on 25 July 2024. 

Next year's General Meeting will be held on 24 April 2025.

For further information, contact UCB: 

Investor Relations
Antje Witte
Investor Relations, UCB
T +32.2.559.9414

Global Communications 
Laurent Schots
Media Relations, UCB
T+32.2.559.9264
Laurent.schots@ucb.com 

About UCB 
UCB, Brussels, Belgium (www.ucb.com) is a global biopharmaceutical company focused on the discovery and development of innovative medicines and solutions to transform the lives of people living with severe diseases of the immune system or of the central nervous system. With approximately 9,000 people in approximately 40 countries, the company generated revenue of €5.3 billion in 2023. UCB is listed on Euronext Brussels (symbol: UCB). Follow us on Twitter: @UCB_news.

Forward looking statement
This document contains forward-looking statements, including, without limitation, statements containing the words “potential”, “believes”, “anticipates”, “expects”, “intends”, “plans”, “seeks”, “estimates”, “may”, “will”, “continue” and similar expressions. These forward-looking statements are based on current plans, estimates and beliefs of management. All statements, other than statements of historical facts, are statements that could be deemed forward-looking statements, including estimates of revenues, operating margins, capital expenditures, cash, other financial information, expected legal, arbitration, political, regulatory or clinical results or practices and other such estimates and results. By their nature, such forward-looking statements are not guaranteeing future performance and are subject to known and unknown risks, uncertainties, and assumptions which might cause the actual results, financial condition, performance or achievements of UCB, or industry results, to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements contained in this document. 
Important factors that could result in such differences include but are not limited to: global spread and impacts of wars and pandemics, changes in general economic, business and competitive conditions, the inability to obtain necessary regulatory approvals or to obtain them on acceptable terms or within expected timing, costs associated with research and development, changes in the prospects for products in the pipeline or under development by UCB, effects of future judicial decisions or governmental investigations, safety, quality, data integrity or manufacturing issues; potential or actual data security and data privacy breaches, or disruptions of our information technology systems, product liability claims, challenges to patent protection for products or product candidates, competition from other products including biosimilars, changes in laws or regulations, exchange rate fluctuations, changes or uncertainties in tax laws or the administration of such laws, and hiring and retention of its employees. There is no guarantee that new product candidates will be discovered or identified in the pipeline, or that new indications for existing products will be developed and approved. Movement from concept to commercial product is uncertain; preclinical results do not guarantee safety and efficacy of product candidates in humans. So far, the complexity of the human body cannot be reproduced in computer models, cell culture systems or animal models. The length of the timing to complete clinical trials and to get regulatory approval for product marketing has varied in the past and UCB expects similar unpredictability going forward. Products or potential products which are the subject of partnerships, joint ventures or licensing collaborations may be subject to disputes between the partners or may prove to be not as safe, effective or commercially successful as UCB may have believed at the start of such partnership. UCB’s efforts to acquire other products or companies and to integrate the operations of such acquired companies may not be as successful as UCB may have believed at the moment of acquisition. Also, UCB or others could discover safety, side effects or manufacturing problems with its products and/or devices after they are marketed. The discovery of significant problems with a product similar to one of UCB’s products that implicate an entire class of products may have a material adverse effect on sales of the entire class of affected products. Moreover, sales may be impacted by international and domestic trends toward managed care and health care cost containment, including pricing pressure, political and public scrutiny, customer and prescriber patterns or practices, and the reimbursement policies imposed by third-party payers as well as legislation affecting biopharmaceutical pricing and reimbursement activities and outcomes. Finally, a breakdown, cyberattack or information security breach could compromise the confidentiality, integrity and availability of UCB’s data and systems.
Given these uncertainties, you are cautioned not to place any undue reliance on such forward-looking statements. These forward-looking statements are made only as of the date of this document, and do not reflect any potential impacts from the evolving conflicts, wars, pandemics, as well as any other adversity, unless indicated otherwise. The company continues to follow the development diligently to assess the financial significance of these events, as the case may be, to UCB.
UCB expressly disclaims any obligation or duty to update any forward-looking statements in this document, either to confirm the actual results or to report or reflect any change in its forward-looking statements with regard thereto or any change in events, conditions or circumstances on which any such statement is based, unless such statement is required pursuant to applicable laws and regulations.