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Expert Corporate Governance Service (ECGS)
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UCB – AGM 30 April 2020

Covid-19 Emergency

 - The physical presence of shareholders, proxyholders or other persons otherwise entitled to attend the General Meeting will not be allowed.

- Voting instructions can only be submitted by correspondence or by proxy.

 Annual General Meeting

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

 ITEMS 5 AND 6: the board of directors seeks approval of the Company's remuneration report and the remuneration policy. Since ECGS does not approve of long term incentive plans that do not operate one or more challenging performance conditions, we recommend to OPPOSE.

ITEM 9.2.A: concerning the re-appointment of Mr. Ulf Wiinderg as director, we have

concerns about aggregate time commitments. He was an executive at a company and holds more than one mandate as board member in listed companies. We recommend to OPPOSE.

 Under ITEM 10, the board of directors seeks approval of the allocation of shares and long term incentives plans. As a result of opposition to item 5, 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.

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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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