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2015-03-27

UCB: CONVENING NOTICE TO ATTEND THE GENERAL MEETING OF SHAREHOLDERS

Public Limited Liability Company
Allée de la Recherche 60, 1070 Brussels
Enterprise nr. 0403.053.608 (RLP Brussels)
("UCB SA/NV
" or the "Company")

The Board of Directors invites the shareholders to attend the General Meeting
of Shareholders ("General Meeting") which will be held onThursday, 30 April
2015, at 11:00 am CET
at the registered office of UCB SA/NV, Allée de la Recherche 60 - 1070
Brussels, for the purpose of considering the items shown on the agenda set
out below. Holders of bonds issued by the Company can also attend the General
Meeting in an advisory capacity.

ORDINARY PART

1. Report of the Board of Directors on the annual accounts for the financial
year ended 31 December 2014

2. Report of the statutory auditor on the annual accounts for the financial
year ended 31 December 2014

3. Communication of the consolidated annual accounts of the UCB Group relating
to the financial year ended 31 December 2014

4. Approval of the annual accounts
of UCB SA/NV for the financial year ended 31 December 2014 and appropriation
of the results

Proposed resolution:
The General Meeting approves the annual accounts of UCB SA/NV for the
financial year ended 31 December 2014 and the appropriation of the results
reflected therein, including the approval of a gross dividend of EUR 1.06 per
share(*).

(*)
The UCB shares held by UCB SA/NV (own shares) are not entitled to a dividend.
Therefore, the aggregate amount to be distributed to the shareholders may
fluctuate depending on the number of UCB shares held by UCB SA/NV (own
shares) on the dividend approval date.

5. Approval of the remuneration report for the financial year ended 31
December 2014

The Belgian Companies Code requires the General Meeting to approve the
remuneration report each year by separate vote. This report describes,
amongst other, the remuneration policy for members of the Board of Directors
and of the Executive Committee and provides information on their
remuneration.

Proposed resolution:
The General Meeting approves the remuneration report for the financial year
ended 31 December 2014.

6. Discharge in favour of the directors

Pursuant to the Belgian Companies Code, the General Meeting must, after
approval of the annual accounts, vote on the discharge of liability of the
directors.

Proposed resolution:
The General Meeting
grants
discharge to the directors for the performance of their duties during the
financial year
ended
31 December 2014
.

7. Discharge in favour of the statutory auditor

Pursuant to the Belgian Companies Code, the General Meeting must, after
approval of the annual accounts, vote on the discharge of liability of the
statutory auditor.

Proposed resolution:
The General Meeting
grants
discharge to the statutory auditor for the performance of his duties during
the financial year
ended
31 December 2014
.

8. Directors - appointments - renewal of mandates

The mandates of Gerhard Mayr, Evelyn du Monceau, Arnoud de Pret, Jean-Pierre
Kinet and Norman J. Ornstein will expire at this General Meeting. Arnoud de
Pret will have reached the age limit and Jean-Pierre Kinet will not renew his
mandate. Roch Doliveux resigned from his mandate with effect as at 31
December 2014. As a result and upon recommendation of the Governance,
Nomination and Compensation Committee, the Board of Directors proposes (i)
the renewal of the mandate of Gerhard Mayr for a new term of 4 years; (ii)
the renewal of the mandate of Evelyn du Monceau for a new term of 4 years;
(iii) the renewal of the mandate of Norman J. Ornstein as independent
director for a new term of 4 years; (iv) the appointment of Cyril Janssen,
for a mandate of 4 years (in replacement of Arnoud de Pret); and (v) the
appointment of Alice Dautry, as independent director for a mandate of 4 years
(in replacement of Jean-Pierre Kinet). Cyril Janssen represents the Reference
Shareholder and, as such, will not be eligible to qualify as an independent
director. If re-elected, Gerhard Mayr will start his fourth consecutive term
as director and solely for this reason will no longer qualify as an
independent director as per article 526ter of the Belgian Companies Code.
Norman J. Ornstein and Alice Dautry meet the independence criteria stipulated
by said article 526ter. The curriculum vitae and, where applicable, other
information on the proposed Board members are available on the internet site
of UCB
http://www.ucb.com/investors/Governance/Shareholders-meeting
.

Proposed resolutions:

8.1.
The General Meeting renews the appointment ofMr. Gerhard Mayr
(*)as director for a term of four years until the close of the annual General
Meeting of 2019.

8.2.
The General Meeting renews the appointment ofMrs. Evelyn du Monceau
(*)as director for a term of four years until the close of the annual General
Meeting of 2019.

8.3.
A) The General Meeting renews the appointment ofMr. Norman J. Ornstein
(*)as director for a term of four years until the close of the annual General
Meeting of 2019.

B) The General Meeting acknowledges that, from the information made available
to the Company, Mr. Norman J. Ornstein qualifies as an independent director
according to the independence criteria provided for by article 526ter of the
Belgian Companies Code and the applicable corporate governance rules and
appoints him as independent director.

8.4.
The General Meeting appointsMr. Cyril Janssen
(*)as director for a term of four years until the close of the annual General
Meeting of 2019.

8.5.
A) The General Meeting appointsMrs. Alice Dautry
(*)as director for a term of four years until the close of the annual General
Meeting of 2019.

B) The General Meeting acknowledges that, from the information made available
to the Company, Mrs. Alice Dautry qualifies as an independent director
according to the independence criteria provided for by article 526ter of the
Belgian Companies Code and the applicable corporate governance rules and
appoints her as independent director.

(*)
Curriculum vitae and detail are available
athttp://www.ucb.com/investors/Governance/Corporate-governance

9. Statutory Auditor - renewal of the mandate

The mandate of the statutory auditor, PwC Bedrijfsrevisoren BCVBA / Reviseurs
d'Entreprises SCCRL, will expire at this General Meeting. Upon recommendation
of the Audit Committee and upon presentation by the Works Council, the Board
of Directors is proposing to renew this mandate for a new term of 3 years.
The permanent representative of the statutory auditor will be Mr. Romain
Seffer. In accordance with the rules of the Belgian Companies Code, the
General Meeting is competent for fixing the annual fixed remuneration of the
Statutory Auditor.

Proposed resolution:
Upon the proposal of the Audit Committee and upon presentation by the Works
Council, the General Meeting renews the appointment of PwC Bedrijfsrevisoren
BCVBA / Reviseurs d'Entreprises SCCRL
, having its registered office at 1932 Sint-Stevens-Woluwe, Woluwedal 18,
as statutory auditor for a term of three (3) years, up to and including the
General Meeting convened to decide on the annual accounts for the financial
year ended 31 December 2017. The permanent representative of
PwC Bedrijfsrevisoren BCVBA / Reviseurs d'Entreprises SCCRL
will be the SC SPRL Romain Seffer, represented by Mr. Romain Seffer,
registered auditor.
The statutory auditor's annual fee, for the audit of the annual and
consolidated accounts, is fixed at EUR 417,750 (plus VAT, out-of-pocket
expenses and the IRE/IBR fee).

SPECIAL PART

10. Program of free allocation of shares

This approval requested from the General Meeting is not required by law but is
sought in order to ensure transparency and in accordance with the Belgian
Code of Corporate Governance 2009.

Proposed resolution:
The General Meeting approves the decision of the Board of Directors to
allocate an estimated number of 956,000 free shares:

* of which an estimated number of 806,000 shares to eligible employees,
namely to about 1,470 individuals (excluding new hires and promoted
employees up to and including 1 April 2015), according to the applicable
allocation criteria. These free shares will be allocated if and when the
eligible employees are still employed within the UCB Group 3 years after
the grant of awards;
* of which an estimated number of 150,000 shares to Upper Management
employees under the Performance Share Plan, namely to about 50 individuals,
according to the applicable allocation criteria. These free shares will be
delivered after a 3 year vesting period and the number of shares actually
allocated will vary from 0% to 150% of the number of shares initially
granted depending on the level of achievement of the performance conditions
set by the Board of UCB SA/NV at the moment of grant.

These estimated figures do not take into account employees hired or promoted
to eligible levels between 1 January 2015 and 1 April 2015.

11. Change of control provisions
- art. 556 Companies Code - EMTN Program

Pursuant to Article 556 of the Belgian Companies Code, the General Meeting is
solely competent to approve change of control clauses whereby third parties
are granted rights affecting the assets of the Company or causing a debt or
an undertaking for the Company, whenever the exercise of such rights depends
on the launch of a public takeover bid on the shares of the Company or a
change of control thereof.

U
CB SA/NV has entered into a Euro Medium Term Note Program dated 6 March 2013,
as amended and restated on 10 March 2015, and as may be further amended,
extended or updated from time to time, for an amount of € 3,000,000,000 (the
"EMTN Program"). The terms of the EMTN Program provide for a change of
control clause (condition 6 (e) (i)) under which, for any of the Notes issued
under the EMTN Program where a change of control put is included in the
relevant final terms, any and all of the holders of such notes can, in
certain circumstances, require UCB SA/NV, following a change of control of
UCB SA/NV, to redeem that Note upon exercise of the change of control put for
a value equal to the put redemption amount increased with, if appropriate,
interest accrued until the date of exercise of the change of control put,
(all as more particularly described in the Base Prospectus of the EMTN
Program). In accordance with said Article 556 of the Belgian Companies Code,
this clause must be approved by the General Meeting.

Proposed resolution:
Pursuant to article 556 of the Companies Code, the General Meeting approves:
(i) condition 6 (e) (i) of the Terms and C...

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