UCB SA/NV: Convocation Annual Shareholders' Meeting
(Thomson Reuters ONE) -
Regulated Information
Public limited liability company
Allée de la Recherche 60, 1070 Brussels
RPR 0403.053.608
("UCB SA")
The shareholders are cordially invited to the annual general shareholders'
meeting ("Meeting"), to be held Thursday 26 April 2012 at 11:00 am CET, at the
registered office of UCB SA to deliberate on the following topics:
Ordinary business
1. Report of the board of directors
2. Report of the auditor
3. Presentation of the consolidated accounts of the UCB Group
4. Approval of the annual accounts of UCB SA and allocation of profits or losses
Proposed resolution: the Meeting approves the annual accounts of UCB SA at
31 December 2011 and the allocation of the profits reflected therein
5. Approval of the remuneration report
Proposed resolution: the Meeting approves the remuneration report of UCB SA.
6. Discharge of the directors
Proposed resolution: the Meeting gives a discharge to the directors for the
exercise of their mandate during the financial year closed on 31 December
2011.
7. Discharge of the auditor
Proposed resolution: the Meeting gives a discharge to the auditor for the
exercise of its mandate during the financial year closed on 31 December 2011.
8. Appointments pursuant to the articles of association
Proposed resolution:
8.1 The Meeting reappoints Tom McKillop((*)) as a director for a period of
four years as provided by the articles of association.
8.2 The Meeting acknowledges the position of Tom McKillop as an independent
director according to the independence criteria provided by law and by the
board of directors. Tom McKillop has confirmed that he complies with the
independency requirements set out in article 526ter of the Belgian
Companies' Code.
8.3 The Meeting appoints Charles-Antoine Janssen((*)) as a director for a
period of four years as provided by the articles of association.
8.4 The Meeting appoints Harriet Edelman((*)) as a director for a period of
four years as provided by the articles of association.
8.5 The Meeting acknowledges the position of Harriet Edelman as an independent
director according to the independence criteria provided by law and by the
board of directors. Harriet Edelman has confirmed that she complies with
the independency requirements set out in article 526ter of the Belgian
Companies' Code.
8.6 Upon proposal of the Audit Committee and upon presentation of the Works
Council, the Meeting re-appoints PwC Bedrijfsrevisoren bcvba / Reviseurs
d'Entreprises sccrl as auditor for the statutory period. The Meeting fixes
the yearly fees of the auditor at 405.000 EUR, for a period of three
years. PwC Bedrijfsrevisoren bcvba / Reviseurs d'Entreprises sccrl will be
represented by Jean Fossion as permanent representative.
((*)) Curriculum vitae available at
http://www.ucb.com/investors/calendar/shareholders-meeting-2012
Special business
9. Program of free allocation of shares:
This authorization from the Meeting is not required by law but is recommended in
order to insure transparency and in accordance with UCB's Charter of Corporate
Governance.
Proposed resolution:
The Meeting approves the decision of the board of directors to allocate a number
of 302,390 to 376,790 maximum free shares:
* of which 153,590 maximum to Senior Executives, namely to about 40
individuals, according to allocation criteria linked to the level of
responsibility of those concerned. The allocations of these free shares will
take place on completion of the condition that the interested parties remain
employed within the UCB Group for a period of at least 3 years after the
grant of awards;
* of which 148,800 maximum to Senior Executives qualifying for the Performance
Share Plan and for which pay-out will occur after a three year vesting
period and will vary from 0% to 150% of the granted amount depending on the
level of achievement of the performance conditions set by UCB SA at the
moment of grant.
10. Change of control provision - Syndicated RCF:
UCB SA has entered into an amendment and restatement agreement dated 7 October
2011 pursuant to which the EUR 1,000,000,000 multicurrency revolving facility
agreement, originally dated 14 December 2009 (and as amended and restated on 30
November 2010) and made between, amongst others, UCB SA and Fortis Bank SA/NV as
agent, was amended and restated (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 (as more particularly
described in the Revolving Facility Agreement).
Proposed resolution:
Pursuant to article 556 of the Belgian Companies' Code, the Meeting approves the
change of control clause as provided for in the Revolving Facility Agreement
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.
11. Change of control provision - EIB loan:
UCB SA is considering entering into a finance contract (the "Finance Contract")
between the European Investment Bank ("EIB"), UCB SA, and UCB Lux SA for a loan
with a maximum total principal amount of EUR 250,000,000, to fund in part an
investment program for research and development in the therapeutic area of
Central Nervous System. The Finance Contract will contain a change of control
clause whereby the loan, together with accrued interest and all other amounts
accrued and outstanding thereunder, could in certain circumstances become
immediately due and payable - at the discretion of the European Investment Bank
- following a change of control of UCB SA (as more particularly described in the
Finance Contract).
Proposed resolution
Pursuant to article 556 of the Belgian Companies' Code, the Meeting approves the
change of control clause in the draft Finance Contract whereby the loan,
together with accrued interest and all other amounts accrued and outstanding
thereunder, could in certain circumstances become immediately due and payable -
at the discretion of the European Investment Bank - following a change of
control of UCB SA, provided that the UCB SA effectively enters into the Finance
Contract.
Attendance formalities
In order to attend the Meeting, holders of securities must comply with the
following formalities:
i. Kindly note that all dates and times mentioned herein are the final
deadlines and that these will not be prolonged due to a weekend, holiday
or for any other reason.
ii. Registration date: the registration date is 12 April 2012, 12:00 AM
(midnight) CET. Only persons registered as shareholder on such date and
time will be allowed to attend and to vote at the Meeting.
a. Owners of bearer shares must deposit their shares at the latest on
12 April 2012, 12:00 am (midnight) CET at one of the agencies of KBC
Bank NV. KBC Bank NV will certify to UCB SA that bearer shares were
deposited. Deposited bearer shares will be placed on an account in
dematerialized form and will not be returned in bearer form.
b. Owners of registered shares must be registered as shareholder in UCB
SA's share register, held by Euroclear, at the latest on 12 April
2012, 12:00 am (midnight) CET.
c. Owners of dematerialized shares must be registered as a shareholder
on an account with a recognized accountholder or settlement
institution at the latest on 12 April 2012, 12:00 am ([midnight) CET.
iii. Intention to participate at the Meeting: the shareholder must declare
his/her intent to participate (in person or by proxy) at the Meeting, as
well as the number of shares he/she intends to participate with, at the
latest 20 April 2012, 15:00 CET. Only persons having notified their
intent to participate (in person or by proxy) at the Meeting on such date
will be allowed to vote at the Meeting.
a. Owners of registered shares should declare their intent to
participate to the Meeting known to UCB SA (c/o Mrs. Muriel Le
Grelle) or via email to shareholders.meeting(at)ucb.com at the latest on
20 April 2012, 15:00 CET.
b. Owners of bearer shares or dematerialized shares must declare their
intent to participate to the Meeting known at the latest on 20 April
2012, 15:00 CET to one of the agencies of KBC Bank NV. KBC Bank NV
will provide a notice thereof to UCB SA.
iv. Proxies: shareholders are permitted to be represented by proxyholders at
the Meeting. The proxy forms approved by UCB SA which must be used to be
represented at the Meeting can be downloaded from
http://www.ucb.com/investors/calendar/shareholders-meeting-2012.
Shareholders must deposit these proxies, duly filled out and signed at
the very latest on 20 April 2012, 15:00 CET at UCB SA's registered office
(c/o Mrs. Muriel Le Grelle) or via email to shareholders.meeting(at)ucb.com.
(Note that UCB SA will apply Article 547bis, §2, section 3 of the Belgian
Companies' Code, which prevails over Article 36 of UCB SA's articles of
association). Fax (02/559 98 00) and email copies are allowed providing
the proxyholder produces the original proxy at the latest on the date of
the Meeting. Failure to comply with these requirements will result in UCB
SA not acknowledging the powers of the proxy holder.
v. Items or resolutions proposed by shareholders must be made in writing and
must reach UCB SA via shareholders.meeting(at)ucb.com at the latest on 4
April 2012, 15:00 CET. An updated agenda will, if applicable, be
published on 11 April 2012. More information on these rights is to be
found at http://www.ucb.com/investors/calendar/shareholders-meeting-
2012
vi. Questions must be sent to shareholders.meeting(at)ucb.com at the latest on
20 April 2012, 15:00 CET. More information is to be found at
http://www.ucb.com/investors/calendar/shareholders-meeting-2012
vii. Holders of bonds and warrants issued by UCB SA may attend the Meeting in
an advisory capacity and are subject to the same attendance requirements
as those applicable to shareholders.
viii. In order to attend the Meeting, individuals holding securities and proxy
holders' must prove their identity and representatives of legal entities
must hand over documents establishing their identity and their
representation power, at the latest immediately prior to the beginning of
the Meeting.
ix. As of the date of publication of this convocation, the documents to be
submitted to the Meeting, the (amended) agenda, and the (amended) proxy
forms are available
on http://www.ucb.com/investors/calendar/shareholders-meeting-2012 and
can be reviewed at UCB SA's registered office.
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: UCB via Thomson Reuters ONE
[HUG#1596512]
Unternehmensinformation / Kurzprofil:
Datum: 23.03.2012 - 09:00 Uhr
Sprache: Deutsch
News-ID 127822
Anzahl Zeichen: 13600
contact information:
Town:
Brussels
Kategorie:
Business News
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