UCB SA/NV - CONVENING NOTICE TO THE GENERAL MEETING OF SHAREHOLDERS
2022
*** Unofficial English translation – For
convenience purposes only ***
UCB SA/NV - Public Limited Liability CompanyAllée
de la Recherche 60, 1070 BrusselsEnterprise nr. 0403.053.608 (RLE
Brussels)www.ucb.com("UCB SA/NV" or the
“Company”)
CONVENING
NOTICE TO THE GENERAL MEETING OF SHAREHOLDERS
The Board of Directors invites the shareholders
for the ordinary and extraordinary general meeting of shareholders
(the “General Meeting”) which will be held on
Thursday, 28 April 2022, at 11:00 am CEST,
at the registered office of UCB SA/NV,
Allée de la Recherche 60 - 1070
Brussels, for the purpose of considering and voting on the
items shown on the agenda set out below.
Depending on
the evolution of the Covid-19 pandemic and the related measures
taken by our governments and public authorities, we may need to
further adapt the conditions and practicalities of the in-person
participation in our General Meeting and reserve the right to
communicate further instructions in this respect. As we cannot
predict which Covid-19 measures shall be applicable on the day of
the General Meeting, we are proposing a webcasting of the General
Meeting. To mitigate potential health risks for participants,
there will be no social event, reception, or catering at the
occasion of our General Meeting. If you prefer to
avoid in-person presence, notably for health safety reasons, you
may always cast your vote by proxy by giving mandate to the person
of your choice or the one proposed by UCB SA/NV and also register
for the webcasting (live stream with no interactions as explained
in the participation formalities below).
Applicable formalities
are detailed at the end of this convening notice. Shareholders may,
to the extent indicated, also use the Lumi Connect platform
(formerly known as AGM+ platform)
(https://www.lumiconnect.com/en/events) to complete all
participation formalities and vote by proxy at the General
Meeting.
ORDINARY PART
- Report of the Board of Directors on the annual accounts
for the financial year ended 31 December 2021
- Report of the statutory auditor on the annual accounts
for the financial year ended 31 December 2021
- Communication of the consolidated annual accounts of
the UCB Group relating to the financial year ended 31 December
2021
- Approval of the annual accounts of UCB SA/NV for the
financial year ended 31 December 2021 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 2021 and the appropriation of the results
reflected therein, including the approval of a gross dividend of
€ 1.30 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.
- Approval of the remuneration report for the
financial year ended 31 December 2021
The Belgian Code of Companies and
Associations (BCCA) requires the General Meeting to approve the
remuneration report each year by separate vote. This report
includes a description of the remuneration policy that was
applicable in 2021 and information on remuneration of the members
of the Board of Directors and of the Executive Committee. The
format and content of the remuneration report are compliant with
the requirements of the Law of 28 April 2020 implementing the
Shareholders Right Directive II (SRD II) in Belgian law and
amending the BCCA.
Proposed resolution: The General Meeting
approves the remuneration report for the financial year ended 31
December 2021.
- Approval of changes to the Remuneration of
the Board
In accordance with the Belgian Corporate
Governance Code 2020 (the “Code 2020”) and the BCCA, UCB’s
Remuneration Policy was submitted to and approved by General
Meeting of 29 April 2021. This policy was applicable as from the
financial year starting on 1 January 2021. For 2022, UCB would like
to propose an adjustment to this policy in relation to the
remuneration of the Board of Directors, which requires the approval
of the General Meeting in accordance with art 2:50 of the BCCA. The
proposed change is an increase of the remuneration of the Board
committee chairs, to be effective upon approval by the General
Meeting. This proposal results from a benchmark review that was
carried out in view to ensure that UCB SA/NV could attract the best
candidates for chairing its special committees, by proposing an
appropriate level of compensation, also considering that the
compensation of the Board members and especially for their roles in
special committees have not been reviewed nor adjusted since 2019.
In addition, we observe increasing demands on our board members, in
particular for our Committee Chairs, where the environment and
related governance legislation have become more complex, resulting
in higher workload. The proposed increased remuneration corresponds
to a level closer to the regressed median of our European Pharma
reference UCB peer group (i.e. relevant peer pharma median data,
adjusted to UCB’s revenue size), as disclosed in the Remuneration
Report 2021 and can be summarized as follows:
(i) Audit Committee Chair: from EUR 33 500 EUR (current) to
EUR 45 000 (proposed); (ii) Governance, Nomination and Compensation
Committee Chair: from EUR 22 500 (current) to EUR 35 000 (proposed)
and (iii) Scientific Committee Chair: from EUR 33 500 (current) to
EUR 35 000 (proposed).
In addition, it is proposed to convert
the previously approved special travel allowance for our Board
members residing in a country with at least 5 hours of time zone
difference with Belgium (EUR 7 500 per meeting, with at least 6
meetings per year), into a fixed lump-sum allowance of EUR 45 000,
irrespective of the actual travel. This is mainly to consider the
inconvenience of attending meetings which are mostly in
Europe.
The other components of the remuneration
of the Board remain unchanged. For more details on the total
remuneration of the members of the Board of Directors, please refer
to the Remuneration Report available on UCB website.
Proposed resolution:
The General Meeting (i) fixes the annual remuneration
of the Chair of the Audit Committee at EUR 45 000, the annual
remuneration of the Chair of the Governance, Nomination and
Compensation Committee at EUR 35 000 and the annual remuneration of
the Chair of the Scientific Committee at EUR 35 000 and (ii)
approves the conversion of the travel allowance of 7 500 Euro per
meeting into a fixed lump-sum travel allowance of EUR 45 000 per
member of the Board of Directors residing in a country where the
time zone difference with Belgium is 5 hours or more (in addition
to regular travel expense reimbursement).
- Discharge in favour of the
directors
Pursuant to the BCCA, the General
Meeting must, after approval of the annual accounts, vote on the
discharge of liability of the directors for the financial year
ended on 31 December 2021.
Proposed resolution: The General Meeting grants
discharge to the directors for the performance of their duties
during the financial year ended 31 December 2021.
- Discharge in favour of the statutory
auditor
Pursuant to the BCCA, the General
Meeting must, after approval of the annual accounts, vote on the
discharge of liability of the statutory auditor
(Mazars).
Proposed resolution: The General Meeting grants
discharge to the statutory auditor for the performance of its
duties during the financial year ended 31 December 2021.
- Directors: renewal of mandates of
(independent) directors
The mandates of Mrs. Kay Davies, Mr.
Jean-Christophe Tellier and Mr. Cédric van Rijckevorsel shall
expire at this General Meeting. Upon recommendation of the
Governance, Nomination and Compensation Committee (“GNCC”), the
Board of Directors proposes: (i) the renewal of the mandate of Mrs.
Kay Davies as independent director for a term of 4
years and (ii) the renewal of the mandate of Mr. Jean-Christophe
Tellier and Mr. Cédric van Rijckevorsel as directors for a term of
4 years. While Mrs. Kay Davies reached the age limit in 2021, the
Board is proposing to renew her mandate as permitted under section
3.2.4 of its Charter of Corporate Governance. Mrs. Kay Davies is
chairing the Scientific Committee of the Board and is bringing a
unique scientific contribution at the level of the Board. Applying
the age limitation rule without exception would have led to a
simultaneous change of the two scientists of the Board in the
period 2021-2022. Given the long development cycles in creating new
medicines that can span more than a decade, coupled with new drug
research modalities such as gene therapy where UCB is investing in
new platforms, proposing the re-election of Mrs. Kay Davis for a
new mandate is considered by the Board the best option to maintain
continuity in the follow up of this key scientific evolution for
UCB. It also allows the company to count another new key scientist
in the Board (Susan Gasser). Her re-election is guaranteeing that
UCB maintains a sufficient level of gender diversity in the Board
as requested by Belgian law. If re-elected, Mrs. Kay Davies shall
continue to be the Chair of the Scientific Committee and member of
the GNCC. She meets the independence criteria stipulated by article
7:87 of the BCCA, by provision 3.5 of the Code 2020 and by the
Board of Directors. Subject to the abovementioned renewals by the
General Meeting, the Board will continue to be composed of a
majority of independent directors.
Proposed resolutions:9.1.
A) The General Meeting renews
the appointment of Mrs. Kay Davies (*) as
director for a term of four years until the close of the annual
General Meeting of 2026.
B) The General Meeting
acknowledges that, from the information made available to the
Company, Mrs. Kay Davies qualifies as an
independent director according to the independence criteria
provided for by article 7:87 of the Belgian Code of Companies and
Associations, by provision 3.5 of the 2020 Belgian Corporate
Governance Code and by the Board and appoints her as independent
director.
9.2. The
General Meeting renews the appointment of
Mr. Jean-Christophe Tellier
(*) as director for a term of four years until the close of the
annual General Meeting of
2026.9.3.
The General Meeting renews the appointment of Mr. Cédric
van Rijckevorsel (*) as director for a term of four years
until the close of the annual General Meeting of 2026.
(*) Curriculum vitae and details are
available at
https://www.ucb.com/investors/UCB-shareholders/Shareholders-meeting-2022
SPECIAL PART
10. Long-Term
Incentive Plans - Program of free allocation of shares
This approval requested from the General
Meeting is not as such required by Belgian law but is sought in
order to ensure transparency and, as the case may be, compliance
with foreign law for certain jurisdictions where our Long-Term
Incentive Plans (LTI plans) are offered to our employees. For more
information on UCB’s LTI plans, please refer to the 2021
remuneration report. For the avoidance of doubt, UCB confirms that
it covers all its obligations under the LTI Plans with existing
shares, i.e. through share buybacks, so there is no dilution for
existing shareholders of UCB SA/NV.
Proposed resolution:The General Meeting approves
the decision of the Board of Directors to allocate an estimated
number of 960 000 free shares: a) of which an estimated number
of 800 000 shares to eligible employees under the Long-Term
Inventive policy (LTI policy), namely to 2 474 individuals,
according to the applicable allocation criteria. These free shares
will only vest if and when the eligible employees are still
employed within the UCB Group three years after the grant of the
awards; b) of which an estimated number of 160 000 shares
to eligible employees under the Performance Share
Plan, namely to 141 individuals, according to the
applicable allocation criteria. These free shares will be delivered
after a three-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.
The estimated figures under a) and b) do not
take into account employees hired or promoted to eligible levels
between 1 January 2022 and 1 April 2022.
11. Change of
control provisions - art. 7:151 of the Belgian
Code of Companies and Associations
Pursuant to article 7:151 of the BCCA,
the General Meeting is solely competent to approve so-called
‘change of control’ clauses, i.e., provisions whereby third parties
are granted rights having a substantial influence on the assets of
the Company or causing a substantial debt or liability for the
Company, if 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. These clauses are standard requests from our
creditors and/or in the legal documentation of our financing
arrangements.
11.1 EMTN Program – renewal
UCB SA/NV has entered
into a Euro Medium Term Note Program dated 6 March 2013 for an
amount of EUR 3 000 000 000, with last update of the Base
Prospectus on 8 March 2021, whereby the amount was increased to EUR
5 000 000 000, as this program may be further amended, extended or
updated from time to time (the “EMTN Program”).
The terms of the EMTN Program provide for a change of
control clause - condition 5 (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 to
redeem that Note, following a change of control at the level of UCB
SA/NV, 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
7:151 of the BCCA, this clause must be approved by the General
Meeting and it is hereby proposed to renew this approval for any
series of notes issued under the EMTN Program including such clause
during the next 12 months.
Proposed resolution:Pursuant to article 7:151 of
the Belgian Code of Companies and Associations, the General Meeting
renews its approval: (i) of condition 5 (e) (i) of the
Terms and Conditions of the EMTN Program (Redemption at the Option
of Noteholders – Upon a Change of Control (Change of Control Put)),
in respect of any series of notes to which such condition is made
applicable being issued under the Program from 28 April 2022 until
27 April 2023, under which any and all of the holders of the
relevant notes can, in certain circumstances when a change of
control at the level of UCB SA/NV occurs, require UCB SA/NV to
redeem that note on the change of control put date at the put
redemption amount together, if appropriate, with interest accrued
to such change of control put date, following a change of control
of UCB SA/NV; and (ii) of any other provision of the EMTN Program
or notes issued under the EMTN Program granting rights to third
parties which could affect an obligation on UCB SA/NV where in each
case the exercise of these rights is dependent on the occurrence of
a change of control.
11.2 European
Investment Bank Facility Agreement of EUR 350
million entered on 18 November 2021
UCB SA/NV has entered a Facility
Agreement in the amount of EUR 350 000 000 between, amongst others,
UCB SA/NV as borrower, and the European Investment Bank as lender,
dated 18 November 2021, including clauses according to which the
loan, together with accrued interests 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 and following a change of control of UCB
SA/NV.
Proposed resolution:Pursuant to article 7:151 of
the Belgian Code of the Companies and Associations, the General
Meeting approves (i) Article 4.3 A (3) of the EUR 350 000 000
Facility Agreement entered into between, amongst others, UCB SA/NV
as borrower, and the European Investment Bank as lender, dated 18
November 2021, under which the loan, together with accrued
interests 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 and following a
change of control of UCB SA/NV, as it falls within the scope of
Article 7:151 of the Belgian Code of Companies and Associations,
(ii) as well as any other provisions of the European Investment
Bank Facility Agreement which may fall within the scope of Article
7:151 of the Belgian Code of Companies and Associations.
11.3 Term Facility Agreement of USD 800
million entered on 19 January 2022
UCB SA/NV has entered a Term Facility
Agreement in the amount of USD 800 000 000 between, amongst others,
UCB SA/NV and UCB Biopharma SRL, as borrowers, and BNP Paribas
Fortis SA/NV and Barclays Bank PLC as bookrunners dated January 19,
2022 including clauses, according to 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 interests and all other amounts accrued and
outstanding thereunder, following a change of control of UCB
SA/NV.
Proposed resolution:Pursuant to article 7:151 of
the Belgian Code of the Companies and Associations, the General
Meeting approves (i) Clause 7.2 (b) of the USD 800 million
Term Facility Agreement entered into between, amongst others, UCB
SA/NV and UCB Biopharma SRL, as borrowers, and BNP Paribas Fortis
SA/NV and Barclays Bank PLC as bookrunners dated January 19, 2022,
under which any and all of the lenders can, in certain
circumstances, cancel their commitments and require repayment of
their participations in the loan, together with accrued interests
and all other amounts accrued and outstanding thereunder, following
a change of control of UCB SA/NV, as it falls within the scope of
Article 7:151 of the Belgian Code of Companies and Associations,
(ii) as well as Clause 21.15 (Disposals) (in combination with
Clause 22.2 (Other obligations) and Clause 22.12 (Acceleration))
and any other provisions of the Term Facility Agreement which may
fall within the scope of Article 7:151 of the Belgian Code of
Companies and Associations.
EXTRAORDINARY PART (Extraordinary General
Meeting)
The Extraordinary General Meeting will only
validly deliberate on the items on its agenda if at least half of
the capital is present or represented, in accordance with article
7:153 of the BCCA. If this condition is not met, a new
Extraordinary General Meeting with the same agenda will be convened
for 23 May 2022 at 11:00 am CEST. This second
Extraordinary General Meeting will validly deliberate irrespective
of the number of shares present or represented.
- Special Report of the Board of Directors
Submission of the special report
prepared by the Board of Directors in accordance with article 7:199
of the BCCA in which the Board requests the renewal of its powers
in relation to the authorized capital and indicates the special
circumstances where it may use its powers under the authorized
capital and the purposes that it shall pursue.
- Renewal of the powers of the Board of
Directors under the authorized capital and amendment to article 6
of the Articles of Association.
It is proposed to the General Meeting to
renew the two (2) year authorization granted by the General Meeting
of 30 April 2020 to the Board of Directors for another two (2)
years, to decide, under the authorized capital, to increase the
capital of the Company, within the limits of article 7:198 of the
BCCA, with an amount of up to 5% of the share capital (calculated
at the time of use of this authorization) in case of cancellation
or limitation of the preferential subscription rights of the
shareholders, or with an amount of up to 10% of the capital in case
there is no limitation nor cancellation of the preferential
subscription rights of existing shareholders. This authorization is
for general purposes and cannot be used in case a public takeover
bid has been launched on UCB. For further information on the use
and purposes of the authorized capital, please refer to the special
report of the Board of Directors prepared in accordance with
article 7:199 of the BCCA.
Proposed
resolution:The General Meeting resolves to renew the authorization
to the Board of Directors to increase the capital of the Company
within the framework of the authorized capital for another two (2)
years, and to amend article 6 of the Articles of Association
accordingly to reflect this renewal.
Subject to the approval of this resolution, the text of
article 6 of the Articles of Association of the Company will be
amended as follows:
“Article 6The capital can be
increased one or more times by a decision of a General Meeting of
shareholders constituted under the conditions required to modify
the Articles of Association.
The Board of Directors is authorized to increase
the share capital amongst other by way of the issuance of shares,
convertible bonds or subscription rights, in one or more
transactions, within the limits set by law,
i. with up to 5% of the share capital at the time
of the decision of the Board of Directors to make use of this
authorization, in the event of a capital increase with cancellation
or limitation of the preferential subscription rights of the
shareholders (whether or not for the benefit of one or more
specific persons who are not part of the personnel of the Company
or of its subsidiaries, as defined in the Belgian Code of Companies
and Associations), ii. with up to 10% of the share
capital at the time of the decision of the Board of Directors to
make use of this authorization, in the event of a capital increase
without cancellation or limitation of the preferential subscription
rights of the existing shareholders.
In any event, the total amount by which the
Board of Directors may increase the share capital by a combination
of the authorizations set forth in (i) and (ii) above, is limited
to 10% of the share capital at the time of the decision of the
Board of Directors to make use of this authorization.
The Board of Directors is moreover expressly
authorized to make use of this authorization, within the limits as
set out under (i) and (ii) of the second paragraph above, for the
following operations:1. a capital increase or the issuance of
convertible bonds or subscription rights with cancellation or
limitation of the preferential subscription rights of the existing
shareholders,2. a capital increase or the issuance of convertible
bonds or subscription rights with cancellation or limitation of the
preferential subscription rights of the existing shareholders for
the benefit of one or more specific persons who are not part of the
personnel of the Company or of its subsidiaries, as defined in the
Belgian Code of Companies and Associations, and3. a capital
increase by incorporation of reserves.
Any such capital increase may take any and all
forms, including, but not limited to, contributions in cash or in
kind, with or without share premium, with issuance of shares below,
above or at par value, the incorporation of reserves and/or share
premiums and/or profits carried forward, to the maximum extent
permitted by the law.
Any decision of the Board of Directors to use
this authorization requires a 75% majority within the Board of
Directors.
This authorization is granted for a period of
two (2) years as from the date of the publication in the appendices
to the Belgian Official Gazette of the resolution of the
Extraordinary Shareholders Meeting held on 28 April 2022.
The Board of Directors is empowered, with full
power of substitution, to amend the Articles of Association to
reflect the capital increase(s) resulting from the exercise of its
powers pursuant to this article.”
- Acquisition of own shares – renewal of
authorization
In accordance with article 7:215 of the
BCCA, it is proposed to the General Meeting to renew the
authorization granted to the Board of Directors by the
extraordinary general meeting of 30 April 2020 to acquire own
shares for up to 10% of the total number of shares of the Company,
for two (2) years expiring on 30 June 2024. The previous
authorization of 30 April 2020 will remain valid until it expires
on 30 June 2022 and the new authorization will be effective as of 1
July 2022. As per previous years, this is a general-purpose
authorization for share buybacks. It cannot be used in case a
public takeover bid has been launched on UCB. The Board of
Directors may for example (and without being limited thereto) use
this authorization to service the Long-Term Incentive Plans of the
UCB Group for employees and management.
Proposed resolution: The Board of Directors is
authorized to acquire, directly or indirectly, whether on or
outside of the stock exchange, by way of purchase, exchange,
contribution or any other way, up to 10% of the total number of the
Company’s shares, as calculated on the date of each acquisition,
for a price or an exchange value per share which will not be (i)
higher than the highest price of the Company’s shares on Euronext
Brussels on the day of the acquisition and (ii) lower than one (1)
euro, without prejudice to article 8:5 of the royal decree of 29
April 2019 implementing the Belgian Code of Companies and
Associations. As a result of such acquisition(s), the Company,
together with its direct or indirect subsidiaries, as well as
persons acting on their own behalf but for the account of the
Company or its direct or indirect subsidiaries, may not hold more
than 10% of the total number of shares issued by the Company at the
moment of the acquisition concerned. This authorization is granted
for a period of two years starting on 1 July 2022 and expiring on
30 June 2024. This authorization extends to any acquisitions of the
Company’s shares, directly or indirectly, by the Company’s direct
subsidiaries in accordance with article 7:221 of the Belgian Code
of Companies and Associations. The authorization granted by the
Extraordinary General Meeting of the Company on 30 April 2020
remains valid until 30 June 2022.
- Modification of Article 19, §1 of Articles of
Association relating to the signature of the board minutes, to
bring it in line with Article 7:95 §1 of the BCCA
Article 19, §1 of the Articles of
Association of UCB SA/NV currently provides that the minutes of the
Board meeting should be signed by all directors present at the
meeting. This requirement is going beyond the rule of article 7:95
§ 1 of the BCCA which requires that the minutes are signed by the
Chair and any other director who wish to sign. It is
therefore proposed to simplify this signature requirement of the
Articles of Association by requesting the signature of the Chair
and the Vice-Chair of the Board and any other director who wish so.
Should the Chair or the Vice-Chair be unable to sign for any
reason, any other director can sign the minutes. This should also
help the implementation of electronic signature for the minutes of
the Board. This change has no impact on shareholders
rights.
Proposed resolution:The General Meeting resolves
to amend article 19, §1 of the Articles of Association to bring it
in line with Article 7:95 §1 of the BCCA, as follows:
“The proceedings of the Board shall be set down
in minutes, to be kept in a special register and signed by the
Chair and the Vice-Chair, as well as any other directors present at
the meeting who express their wish to do so. In the event the Chair
or the Vice-Chair are unable to sign for any reason, any other
director can sign the minutes”.
***
PARTICIPATION FORMALITIES
In order to participate in the General Meeting,
shareholders must comply with the following formalities:
- Kindly note that all due dates and times mentioned herein are
the final deadlines and that these will not be extended due to a
weekend, holiday or for any other reason.
- Registration Date: the
registration date is 14 April 2022, at 24:00 CEST.
- Owners of registered shares must be registered
as a shareholder in UCB SA/NV’s share register, held by Euroclear,
on 14 April 2022, at 24:00 CEST.
- Owners of dematerialized shares must be
registered as a shareholder on an account with a recognized account
holder or settlement institution on 14 April 2022, at 24:00
CEST.
- Voting in person: the
shareholder who intends to participate in the General Meeting in
person must declare his/her intent to participate, in the General
Meeting, as follows:
- Owners of registered
shares must declare their intention to participate in
person to the General Meeting, at the latest by 22 April
2022, 15:00 CEST, to UCB SA/NV’s registered office (c/o
Mrs. Muriel Le Grelle) or via e-mail to
shareholders.meeting@ucb.com.
- Owners of dematerialized
shares must declare their intention to participate in
person at the General Meeting, at the latest by 22 April
2022, 15:00 CEST, to UCB SA/NV’s registered office (c/o
Mrs. Muriel Le Grelle) or via e-mail to
shareholders.meeting@ucb.com. Owners of dematerialized shares must
always include a certificate issued by a recognized account holder
or settlement institution evidencing their holding of
dematerialized shares on the registration date.
For shareholders who
choose to use the Lumi Connect electronic platform, this platform
(i) enables them to directly declare their intention to participate
in person in the General Meeting and (ii) allows the
above-mentioned certificate of dematerialized shares to be issued
directly.Only persons having notified their intent to
participate in person at the General Meeting at the latest by 22
APRIL 2022, 15:00 CEST and in accordance with the aforementioned
formalities will be allowed to attend and vote at
the General Meeting.
- Voting by proxy: the shareholders
are allowed to be represented by a proxy holder at the General
Meeting. In the case of voting by proxy, the proxy form will serve
as declaration of the intention to participate in the General
Meeting, but owners of dematerialized shares must still provide a
certificate issued by a recognized account holder or settlement
institution evidencing their holding of dematerialized shares on
the registration date to UCB SA/NV (c/o Mrs. Muriel Le Grelle) or
via e-mail to shareholders.meeting@ucb.com. For
shareholders who choose to use the Lumi Connect platform, this
platform allows the above-mentioned certificate of dematerialized
shares to be issued directly.
- Original proxy: the proxy form
approved by UCB SA/NV, which must be used to be represented at the
General Meeting, can be downloaded and printed from
https://www.ucb.com/investors/UCB-shareholders/Shareholders-meeting-2022.
Shareholders must deposit or send these proxies, duly filled out
and signed, to UCB SA/NV’s registered office (c/o Mrs. Muriel Le
Grelle) or send them via e-mail to shareholders.meeting@ucb.com, in
such a way that they arrive at UCB at the very latest by 22
April 2022, 15:00 CEST. Scans by e-mail are allowed and
recommended, provided that the proxy holder produces the original
proxy at the latest prior to the General Meeting. Failure to comply
with these requirements may result in UCB SA/NV not acknowledging
the powers of the proxy holder.
- Electronic proxy: for shareholders
who choose to use the Lumi Connect platform, this platform enables
them to electronically complete and submit proxies. In that case,
no original must be provided prior to the General
Meeting.
Only persons having notified their
intention to participate by proxy in the General Meeting at the
latest by 22 April 2022, 15:00 CEST and in accordance with the
aforementioned formalities will be allowed to vote by proxy at the
General Meeting.
- Webcasting of the
General Meeting (live stream): if you prefer to avoid
in-person presence, you may cast your vote as shareholder by proxy
and also register for the webcasting, by selecting this option as
included in the proxy form, at the very latest by 22 April
2022, 15:00 CEST. It will neither be possible to ask
questions nor to vote during the webcasting and such webcasting is
not to be understood as an electronic meeting in the sense of
article 7:137 of the BCCA. The procedure for accessing the
webcasting is available on the website of UCB
(https://www.ucb.com/investors/UCB-shareholders/Shareholders-meeting-2022).
For shareholders who
choose to use the Lumi Connect platform
(https://www.lumiconnect.com/en/events), this platform also enables
them to confirm their intention to watch the General Meeting
online, subject to the above-mentioned deadline.
Shareholders should
ensure that the device and the internet connection they are using
to connect are adequate and stable in order to enjoy the webcasting
of the General Meeting.
- New agenda items and new
resolutions: in accordance with article 7:130 of the BCCA
and under certain conditions, one or more shareholder(s) holding
(together) at least 3% of the share capital of the Company may
request to add items to the agenda and may file resolution
proposals relating to the items on the agenda or to be added to the
agenda.
Such request will only be valid if
it is duly notified to UCB SA/NV’s registered office in writing
(c/o Mrs. Muriel Le Grelle) or via shareholders.meeting@ucb.com at
the latest by 6 April 2022, 15:00 CEST. An updated
agenda will, if applicable, be published on 13 April 2022. In such
case, the Company will make an updated proxy form available in
order to allow shareholders to give specific voting instructions
thereon. The additional items on the agenda and the proposed
resolutions will only be discussed at the General Meeting if
this/these shareholder(s) holding (together) at least 3% of the
share capital of the Company has/have fulfilled the admission
formalities as detailed under points 3 and 4 above.
-
Questions: in accordance with article 7:139 of the
BCCA and under certain conditions, shareholders are entitled to
submit questions (i) in writing prior to the General Meeting or
(ii) orally during the General Meeting, to the Board of Directors
or the statutory auditor regarding their reports or items on the
agenda. The questions will be answered during the General Meeting
provided (i) the shareholders concerned have complied with all
required admission formalities and (ii) any communication of
information or fact in response to such question does not prejudice
the Company’s business interests or the confidentiality undertaking
of UCB SA/NV, its directors and statutory auditor.
Questions asked prior to the General Meeting
must be sent in writing to UCB SA/NV’s registered office (c/o Mrs.
Muriel Le Grelle) or by e-mail to shareholders.meeting@ucb.com in a
way that they arrive at UCB by 22 April 2022, 15:00
CEST at the latest.
For shareholders who
choose to use the Lumi Connect platform, this platform enables them
to submit questions in writing in advance, subject to the
above-mentioned deadline.
- Available documentation: as of the
date of publication of this notice, the documents to be presented
at the General Meeting, the (amended) agenda, and the (amended)
proxy form are available on
https://www.ucb.com/investors/UCB-shareholders/Shareholders-meeting-2022.
The shareholders shall be able to access and consult the documents
during working hours on business days at UCB NV/SA’s registered
office, and/or preferably can receive a free hard copy of these
documents.
The documents can also
be accessed via the Lumi Connect platform.
9. Privacy notice: the Company
is responsible for the processing of the personal data it receives
from shareholders, holders of other securities issued by the
Company (if any) and proxy holders in the context of the General
Meeting of the shareholders in accordance with the applicable data
protection legislation. The processing of such personal data will
in particular take place for the analysis and management of the
participation and voting procedure in relation to the General
Meeting of the shareholders, in accordance with the applicable
legislation and the Company’s Privacy Policy. These personal data
will be transferred to third parties for the purpose of providing
assistance in the management of participation and voting
procedures, and for analyzing the composition of the shareholder
base of the Company. The personal data will not be stored any
longer than necessary in light of the aforementioned objectives.
Shareholders, holders of other securities issued by the Company and
proxy holders can find the Company’s Privacy Policy on the
Company’s website. This Privacy Policy contains detailed
information regarding the processing of the personal data of, among
others, shareholders, holders of other securities issued by the
Company and proxy holders, including the rights that they can
assert towards the Company in accordance with the applicable data
protection legislation. The aforementioned can exercise their
rights with regard to their personal data provided to the Company
by contacting the Company’s Data Protection Officer via
dataprivacy@ucb.com.
- FINAL - ENG - Convening notice AGM 28 April 2022
Grafico Azioni UCB (EU:UCB)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni UCB (EU:UCB)
Storico
Da Dic 2023 a Dic 2024