september 2014 - ucb€¦ · you can exercise your sars between the third anniversary of grant (=...

1 September 2014

2 September 2014

Contents

1. Definitions ...................................................................................................................... 3

2. Lifecycles ....................................................................................................................... 6

3. Eligibility ........................................................................................................................12

4. Grant moment ...............................................................................................................14

5. Number granted ............................................................................................................15

6. Acceptance of Grant ......................................................................................................19

7. Vesting ..........................................................................................................................21

8. Exercise ........................................................................................................................24

9. Sale price ......................................................................................................................26

10. Payment ........................................................................................................................31

11. Costs .............................................................................................................................34

12. Insider trading ................................................................................................................36

3 September 2014

1. Definitions

Stock Awards are annual grants of UCB common stock. The awards vest three years after grant on condition that you remain an employee of the company. The value of your award is determined by the UCB stock price when the award vests.

A stock option gives you the right to buy a share of UCB common stock during the exercise period at the exercise price.

Buy a share

When buying a UCB share you become a shareholder of UCB. As a shareholder, you can attend shareholder meetings and receive dividends.

Exercise period

You can exercise your stock options between the date they become exercisable (= vesting date)

and the day before the tenth anniversary of grant.

Example of exercise period If you are granted stock options on April 1, 2014, you will be able to exercise them between April 1, 2017 and 31 March, 2024.

Belgium In Belgium, stock options vest on January 1 of the fourth calendar year following the grant. If you are granted stock options on April 1, 2014, you will be able to exercise them between January 1, 2018 and 31 March, 2024. France In France, stock options vest on the day following the fourth anniversary of grant. If you are granted stock options on April 1, 2014, you will be able to exercise them between April 2, 2018 and 31 March, 2024.

4 September 2014

Exercise price

The exercise price is the price at which you can buy the UCB share while exercising the stock options. The exercise price corresponds to the value of the UCB share on the date of grant, which is the lowest of:

The average of the closing prices of the UCB share on Euronext Brussels Stock Exchange during 30 calendar days preceding the grant and

The closing price of the UCB share on the day before the grant. Exceptions: Ireland: closing price on the day of the grant France: minimum 95% of the average of the closing prices of the 20 business days preceding the grant UK Approved: closing price on the day before the grant.

Stock Appreciation Rights (SARs) are granted in the US only. SARs entitle you to

a cash amount corresponding to the difference between the exercise price and the market value of the UCB share at the time of exercise

during the exercise period

Exercise price The exercise price of a SAR corresponds to the closing price of the UCB share on the day before the grant.

Market value The market value of the UCB share at the time of exercise corresponds to the average of the high and the low UCB share price on the date of exercise. The exchange rate applied corresponds to the average exchange rate available on the date of

exercise as provided by Interactive Data or Oanda.

Exercise period

You can exercise your SARs between the third anniversary of grant (= vesting date) and the day before the tenth anniversary of grant.

5 September 2014

Example 1 You enter an exercise order on September 2 at 6 PM (Belgian time). The market value of the UCB share corresponds to the average of the high and the low price on Euronext Brussels Stock Exchange on September 2. This EUR amount is converted into USD based on the exchange rate provided by Interactive Data or Oanda.

Example 2 You enter an exercise order on September 2 at 2 AM (Belgian time, being September 1, 8 PM Atlanta time). The market value of the UCB share corresponds to the average of the high and the low price on Euronext Brussels Stock exchange on September 2.

Performance Shares are annual grants of UCB common stock. The awards vest three years after grant

on condition that you remain an employee of the company and

to the extent that the company performance conditions have been met. The value of your shares is determined by the UCB stock price when the performance shares vest.

6 September 2014

2. Lifecycles

Grant Stock Awards are granted once a year, at management discretion. To accept the grant, reply through tOption during the period specified in the grant letter. Should you not reply during that period, your Stock Awards would be canceled.

Vesting

Stock Awards vest 3 years after grant on condition that you are still employed by UCB. The shares (or equivalent) are delivered for free to you at that time.

Sell

You can sell (part of) the vested shares:

immediately (through tOption) or

later (by giving instructions to your bank once the shares have been delivered into your personal account)

Except during insider trading closed periods.

7 September 2014

Own

Should you choose to keep the vested shares, they will be transferred to your personal securities account. As from that moment, you become a UCB shareholder which entitles you to

attend shareholder meetings and

receive dividends that may be paid by UCB.

You can choose to have the shares sold at any time (except during Insider Trading closed periods).

Grant

Stock Options are granted once a year, at management discretion. You can accept the Stock Options granted to you through tOption during the period specified in the grant letter. Should you not reply during that period, you would be deemed to have declined the granted stock options.

8 September 2014

Vesting

Vesting is the day as from which you can exercise your stock options. Stock options vest 3 years after grant (vesting period). However, based on local legislation the vesting period can be longer : Belgium In Belgium, stock options vest on January 1 of the fourth calendar year following the grant. If you are granted stock options on April 1, 2014, you will be able to exercise them between January 1, 2018 and 31 March, 2024. France

In France, stock options vest on the day following the fourth anniversary of grant. If you are granted stock

options on April 1, 2014, you will be able to exercise them between April 2, 2018 and 31 March, 2024.

Exercise

When you exercise your stock options, you buy UCB shares at the exercise price. You can exercise your stock options at any time during the exercise period (being between vesting and the day preceding the 10th anniversary of the grant date (except during insider Trading closed periods)). Upon exercising your stock options you can choose between selling the shares and keeping them (see

the "Exercise" button on the Main Menu).

Sell

You can sell the UCB shares while exercising your stock options or at any time thereafter (see item

"Own"), except during Insider Trading closed periods (see the "Insider Trading" button on the Main

Menu).

Own

Upon exercise of your stock options, you become a UCB shareholder. This entitles you to attend shareholder meetings, vote on corporate issues and receive dividends that may be paid by UCB. You can keep your shares in your securities account or sell them at any time (except during Insider Trading closed periods).

9 September 2014

Grant

Stock Appreciation Rights (SARs) are granted once a year, at management discretion. To accept the grant, please reply through tOption during the period specified in the grant letter. Should you not reply during that period, your SARs would be canceled.

Vesting

Your stock appreciation rights vest on the third anniversary of grant. You can exercise your SARs between vesting and the tenth anniversary of grant (except during insider trading closed periods). Example Stock appreciation rights granted on April 1, 2014 vest on April 1, 2017 and can be exercised until March 31, 2024 included. They expire on April 1, 2024.

Exercise

Upon exercise of your SARs, you will be entitled to a cash amount corresponding to the difference between:

the average of the high and the low UCB share price on the date of exercise and

the exercise price. This EURO amount is being converted into USD based on the exchange rates provided by Interactive Data or Oanda.

10 September 2014

Grant

Performance Shares are granted once a year, at management discretion. To accept the grant, reply through tOption during the period specified in the grant letter. Should you not reply during that period, your Performance Shares would be canceled.

Vesting

Performance shares vest 3 years after grant:

on condition that you are still employed by UCB and

to the extent that the performance conditions are met. The shares (or equivalent) are delivered to you for free upon vesting.

Sell

You can sell (part of) the vested shares:

immediately (through tOption) or

later (by giving instructions to your bank once the shares have been delivered into your personal account)

except during insider trading closed periods.

11 September 2014

Own

Should you choose to keep the vested shares, they will be transferred to your personal securities account. As from that moment, you become a UCB shareholder which entitles you to

attend shareholder meetings and

receive dividends that may be paid by UCB. You can choose to have the shares sold at any time (except during insider trading closed periods).

12 September 2014

3. Eligibility

All UCB employees in a job level MM I (Associate Director) or higher on the grant date are eligible for Stock Awards.

Discretionary Grant

A grant in one year does not create any acquired right for future grants!

Stock Awards granted up to 2013

Up to 2013 included, stock awards were granted to UCB employees in a job level E I (Executive I) and above only.

All UCB employees

in a job level SM I (Senior Director) or higher on the grant date

except the US employees are eligible for Stock Options.

Discretionary Grant


Stock Options granted up to 2013

Up to 2013 included, all UCB employees in a job level MM I (Associate Director) and above were eligible for stock options (excluding the US employees who were eligible for Stock Appreciation Rights).

13 September 2014

US UCB employees in a job level SM I (Senior Director) or higher on the grant date are eligible for Stock Appreciation Rights.

Discretionary Grant


Stock Appreciation Rights granted up to 2013

Up to 2013 included, US UCB employees in a job level MM I (Associate Director) and above were eligible for stock appreciation rights.

All UCB employees in a job level E I (Executive I) or higher on the grant date are eligible for Performance Shares.

Discretionary Grant


14 September 2014

4. Grant moment

Stock Awards are granted once a year, usually in April. UCB will notify you when you receive a grant.

Stock Options are granted once a year, usually in April. UCB will notify you when you receive a grant.

Stock Appreciations Rights are granted once a year, usually in April. UCB will notify you when you receive a grant.

Performance Shares are granted once a year, usually in April. UCB will notify you when you receive a grant.

15 September 2014

5. Number granted

The number of Stock Awards granted to you depends on:

your job level

your individual performance

the UCB share price

the market practice

the discretion of your manager

the approval of UCB’s Board of Directors.

MM I (Associate Director) to E II (Executive II) The number of stock awards granted is defined as:

A target linked to your job level The target can be adapted, from time to time, based on the evolution of the share price and the market practice.

and is adjusted based on your individual performance The target number can be adapted downwards or upwards (with a maximum of 125% of target).

The final number granted is defined by your manager on a discretionary basis and needs to be approved by UCB’s Board of Directors.

E I (Executive I) & SE (Senior Executive)

UCB defined a total Long-Term Incentive target (LTI) (including stock options, stock awards and performance shares) per job level. The target is defined as a percentage of base salary. The LTI grant is spread across the various LTI vehicles according to the following allocation. This allocation can be adapted in view of market practice and other factors such as share price :

30% in Stock Options,

35% in Stock Awards and

35% in Performance Shares. The actual LTI grant to you is adjusted based on your individual performance, behaviors and other individual criteria. The number of LTI to be granted is calculated based on the binomial valuation method. The valuation is performed on or close to December 31st of the performance period together with an independent external consultant.

16 September 2014

The number of Stock Options granted to you depends on:

your job level


the UCB share price

the market practice



SM I (Senior Director) & E II (Executive II)

The number of stock options granted is defined as:




E I (Executive I) & SE (Senior Executive) UCB defined a total Long-Term Incentive target (LTI) (including stock options, stock awards and performance shares) per job level. The target is defined as a percentage of base salary. The LTI grant is spread across the various LTI vehicles according to the following allocation. This allocation can be adapted in view of market practice and other factors such as share price :




17 September 2014

The number of Stock Appreciation Rights granted to you depends on:

your job level


the UCB share price

the market practice



SM I (Senior Director) & E II (Executive II)

The number of Stock Appreciation Rights granted is defined as:




E I (Executive I) & SE (Senior Executive)

UCB defined a total Long-Term Incentive target (LTI) (including stock appreciation rights, stock awards and performance shares) per job level. The target is defined as a percentage of base salary. The LTI grant is spread across the various LTI vehicles according to the following allocation. This allocation can be adapted in view of market practice and other factors such as share price :

30% in Stock Appreciation Rights,



18 September 2014

The number of Performance Shares granted to you depends on:

your job level


the UCB share price

the market practice



Calculation of the number granted

UCB defined a total Long-Term Incentive target (LTI) (including stock options, stock awards and performance shares) per job level. The target is defined as a percentage of base salary. The LTI grant is spread across the various LTI vehicles according to the following allocation. This allocation can be adapted in view of market practice and other factors such as share price :




19 September 2014

6. Acceptance of Grant

When you receive your Stock Award grant, you may :

accept the full grant

accept a part of the granted Stock Awards (in multiples of 100)

decline the grant If you do not reply to the grant within the acceptance period defined in the grant letter, your stock awards will be canceled.

For all beneficiaries of stock awards, there is no reason not to accept all granted stock

awards

When you are granted Stock Options, you may :


accept a part of the granted options (in multiples of 100)

decline the grant. If you do not reply to the grant within the acceptance period defined in the grant letter, your stock options

will be canceled.

Beneficiaries who are taxable in Belgium could decide not to accept all stock options granted to them because of the taxes due upon grant. For all beneficiaries of stock options who are not taxable in Belgium there is no reason not to accept all granted stock options. Beneficiaries on expatriation from Belgium abroad, may not be taxable in Belgium upon

acceptance - specific information would be sent upon grant.

20 September 2014

When you receive your Stock Appreciation Rights grant, you may :


accept a part of the granted Stock Appreciation Rights (in multiples of 100)

decline the grant. If you do not reply to the grant within the acceptance period defined in the grant letter, your SARs will be canceled.

For all beneficiaries of stock appreciation rights, there is no reason not to accept all granted stock appreciation rights.

When you receive your Performance Share grant, you may :


accept a part of the granted Performance Shares (in multiples of 100)

decline the grant. If you do not reply to the grant within the acceptance period defined in the grant letter, your performance shares will be canceled.

For all beneficiaries of performance shares, there is no reason not to accept all granted

performance shares.

21 September 2014

7. Vesting

Your Stock Awards vest 3 years after grant. On that day the awards are delivered to you.

How are the awards being delivered to you?

You are not a Belgian Tax resident

You are a

Belgian Tax resident

If you are not taxable in Belgium, the stock awards are delivered to you as follows:

partially delivered in cash to

cover the taxes due balance delivered in shares.

You were granted stock awards within the AG Insurance pension plan. An amount equivalent to the value of the vested awards will be transferred into your AG Insurance pension plan. The value of the UCB share is calculated as the average of the high and the low share price on the date of vesting.

You were granted stock awards that would not vest in the AG Insurance pension plan. Your stock awards will be: partially delivered in cash to

cover the taxes due and the balance will be delivered

in shares.

EXAMPLES

You were granted 1,000 stock

awards on April 1, 2014 1,000 stock awards are

delivered to you on April 1, 2017

The tax rate applicable to you is 40% The taxes due on the full

vesting are paid for you by payroll (the amount corresponds to the value of 400 awards)

600 shares are available to you through tOption

You were granted 1,000 stock awards on April 1, 2014

1,000 stock awards are delivered to you on April 1, 2017

The average of the high and the low price of the UCB share on April 1, 2017 amounts to EUR 50

UCB contributes an amount of EUR 50,000 into your AG Insurance pension plan

You were granted 1,000 stock awards on April 1, 2014

1,000 stock awards are delivered to you on April 1, 2017



400 awards are available to you

22 September 2014

Your Stock Options vest 3 years after grant. You can exercise your Stock Options at any time between vesting and the day before the tenth anniversary of grant except during insider trading closed periods.

A grant on April 1, 2014 vests on April 1, 2017 and is exercisable until March 31, 2024

Exceptions

Belgium Stock Options vest on January 1 of the fourth calendar year following the grant. A grant on April 1, 2014 vests on January 1, 2018 and is exercisable until March 31, 2024.

France Stock Options vest on the day after the fourth anniversary of grant. A grant on April 1, 2014 vests on April 2, 2018 and is exercisable until March 31, 2024

Your Stock Appreciation Rights vest 3 years after grant. You can exercise your Stock Appreciation Rights at any time between vesting and the day before the tenth anniversary of grant except during insider trading closed periods.

For a grant on April 1, 2014, you can exercise your stock appreciation rights between April 1, 2017 and March 31, 2024.

23 September 2014

Your Performance Shares vest 3 years after grant. On that day the awards will be delivered to you.

How are the awards being delivered to you?

You are not a Belgian Tax resident

You are a

Belgian Tax resident

If you are not taxable in Belgium, the performance shares are delivered to you as follows: partially delivered in cash to

cover the taxes due balance delivered in shares.

You were granted performance shares within the AG Insurance pension plan. An amount equivalent to the value of the vested awards will be transferred into your AG Insurance pension plan. The value of the UCB share is calculated as the average of the high and the low share price on the date of vesting.

You were granted performance shares that would not vest in the AG Insurance pension plan. Your performance shares will be: partially delivered in cash to

cover the taxes due and the balance will be delivered

in shares.

EXAMPLES

You were granted 1,000

performance shares on April 1, 2014

1,000 performance shares are delivered to you on April 1, 2017 (performance targets were met)



600 shares are available to you through tOption

You were granted 1,000 performance shares on April 1, 2014


The average of the high and the low price of the UCB share on April 1, 2017 amounts to EUR 50

UCB contributes an amount of EUR 50,000 into your AG Insurance pension plan

You were granted 1,000 performance shares on April 1, 2014




400 awards are available to you

24 September 2014

8. Exercise

Stock awards are free shares (or equivalent) which are delivered on the vesting date if the vesting

criteria are met.

Information for US participants

When selling UCB shares, U.S. citizens should bear in mind that they cannot sell UCB shares in the U.S. The shares have not been registered under the U.S. Securities Act of 1933, as amended, or any state securities laws, and cannot be resold in the U.S. UCB shares can be traded outside the US, e.g. on Euronext Brussels.

Exercising your Stock Options means buying UCB shares at the exercise price. You can exercise all outstanding stock options or only part of it. In this case the number of stock options exercised needs to be a multiple of 100. When exercising your stock options, you can choose between

Receiving the option gain, in which case you sell the shares immediately or

Buying the shares, in which case you pay the exercise price and the shares are delivered to you.

Sell the shares Shares can be sold at the market price or at a limit price (for more information, please read item “sale price”). The exercise price is withheld from the sales proceeds and you receive the gain (net of taxes if UCB has any tax withholding obligation). Shares are delivered Please e-mail the Global Employee Stock Programs mailbox ([email protected]) to set up your securities account in tOption and to confirm payment of the exercise price. Shares will be delivered to you after receipt of the exercise price and of a check or money order to cover withholding taxes (if any).

25 September 2014


Stock options were granted to U.S. eligible employees up to 2005. When selling UCB shares,

U.S. citizens should bear in mind that they cannot sell UCB shares in the U.S. The shares

have not been registered under the U.S. Securities Act of 1933, as amended, or any state

securities laws, and cannot be resold in the U.S.

UCB shares can be traded outside the US, e.g. on Euronext Brussels.

Upon exercising SARs, you will be entitled to a gross amount corresponding to the difference between:

the market value of the UCB share (corresponding to the average of the high and the low UCB share price) on the day of exercise

and the exercise price. This EURO amount is converted into USD based on exchange rates provided by Interactive Data or Oanda. The USD gross amount is being processed through payroll who withholds applicable taxes.

Performance shares are free shares (or equivalent) which are delivered on the vesting date if the vesting

criteria are met.


When selling UCB shares, U.S. citizens should bear in mind that they cannot sell UCB shares in the U.S. The shares have not been registered under the U.S. Securities Act of 1933, as amended, or any state securities laws, and cannot be resold in the U.S. UCB shares can be traded outside the US, e.g. on Euronext Brussels.

26 September 2014

9. Sale price

Should you decide to sell your shares from tOption (without having the shares first transferred into your

personal brokerage account), you can choose between CURRENT or at LIMIT price.

Current price

If you choose to sell your shares at current share price, your shares will be sold at the share price available on the stock exchange when your order is being processed. The order is sent to the stock exchange immediately upon you confirming the order in tOption.

Limit price

If you choose to sell at a limit price, your shares will be sold when the limit price will have been reached. The order will remain in the system during 10 days. Should your limit price not be reached within those 10 days, your order would be canceled. You are informed about the cancellation and you can enter a new order in tOption. Pay attention that you will not be able to cancel your order or to change your limit price during that period of 10 days.

Please be aware that UCB cannot provide advice relating to the sale of your shares.

The share price mentioned under the left hand menu of tOption, is not a guaranteed price. It is mentioned for information purposes only and the time of the last update is mentioned.

27 September 2014

You can choose to sell your shares at CURRENT or at LIMIT price.

Current price

If you choose to sell your shares at current share price, your shares will be sold at the share price available on the stock exchange when your order is being processed. The order is sent to the stock exchange immediately upon you confirming the order in tOption. tOption will not allow you to enter an order if the actual share price as last updated in tOption is lower than the exercise price +2%. This calculation is made at the moment you start entering your order based on the share price available in tOption. The share price is regularly updated and the time of the last update is mentioned under the share price.

Limit price

If you choose to sell at a limit price, your shares will be sold when the limit price is reached. The order will remain in the system during 10 days. Should your limit price not be reached within those 10 days, your order would be canceled. You are informed about the cancellation and you can enter a new order in tOption. Pay attention that you will not be able to cancel your order or to change your limit price during that period of 10 days.

Please be aware that UCB cannot provide advice relating to the sale of your shares. The share price mentioned under the left hand menu of tOption, is not a guaranteed price. It is mentioned for information purposes only and the time of the last update is mentioned.

28 September 2014

If you choose to exercise your stock appreciation rights, the gain you realize considers:

The average of the high and the low UCB share price on the day you enter your exercise

The EUR/USD exchange rate as provided by Interactive Data or Oanda. This exchange rate corresponds to the average exchange rate on the date of exercise.

You enter an exercise order on September 2 at 6 PM (Belgian time). The market value of the UCB share corresponds to the average of the high and the low

price on Euronext Brussels Stock Exchange on September 2.

You enter an exercise order on September 2 at 2 AM (Belgian time - being September 1, 8 PM Atlanta time). The market value of the UCB share corresponds to the average of the high and the low price on Euronext Brussels Stock Exchange on September 2.

Please be aware that UCB cannot provide advice relating to the exercise of your SAR.

The share price mentioned under the left hand menu of tOption, is not a guaranteed price.

It is mentioned for information purposes only and the time of the last update is mentioned.

29 September 2014

Should you decide to sell your shares from tOption (without having the shares first transferred into your personal brokerage account), you can choose between CURRENT or at LIMIT price.

Current price

If you choose to sell your shares at current share price, your shares will be sold at the share price available on the stock exchange when your order is being processed. The order is sent to the stock exchange immediately upon you confirming the order in tOption.

Limit price

If you choose to sell at a limit price, your shares will be sold when the limit price will have been reached. The order will remain in the system during 10 days. Should your limit price not be reached within those 10 days, your order would be canceled. You are informed about the cancellation and you can enter a new order in tOption. Pay attention that you will not be able to cancel your order or to change your limit price during that period of 10 days.

Please be aware that UCB cannot provide advice relating to the sale of your shares. The share price mentioned under the left hand menu of tOption, is not a guaranteed price. It is mentioned for information purposes only and the time of the last update is mentioned.

30 September 2014

31 September 2014

10. Payment

Vestings are communicated to payroll and are being processed with the following payroll run. For the awards delivered to you net of taxes, should you want to immediately sell, sales proceeds would be transferred to your personal account. It takes about 10 calendar days for the funds to hit your account.

Please read the tax information sheet available in tOption (tab “Documents”) as you probably need to report the gain realized on the share price increase since the vesting.

You are residing in Austria, Canada, China, Finland, Germany, Greece, India, Italy, Luxemburg, Spain, Sweden, Switzerland, The Netherlands, the United Kingdom (unapproved options), the United States

UCB has a tax withholding obligation for all stock options exercised by employees who are tax resident in one of these countries. On the third day following the sale of the shares, funds will be transferred by the Stock Exchange to UCB. The following day at the latest, funds will be transferred to the local entity. Payroll will process the funds with the payroll run following receipt of the funds. If you are residing in Switzerland, Italy or Luxemburg funds will be transferred into your personal account while taxes and/or social security contributions will be withheld from your salary.

32 September 2014

You are residing in Bulgaria, Czech Rep, South Korea, Poland, Turkey

UCB has a tax withholding obligation for all stock options exercised by employees who are tax resident in one of these countries and which were granted as of 2013. On the third day following the sale of the shares, funds will be transferred by the Stock Exchange to UCB. The following day at the latest, funds will be transferred to the local entity. Payroll will process the funds with the payroll run following receipt of the funds. For all stock options granted in these countries up to 2012, UCB has no tax withholding obligation and all funds will be transferred to your personal account, as indicated in “Your personal data” in tOption on the fourth day following the sale of the shares. Please read the tax information sheet available in tOption (tab “Documents”) as you probably need to report the gain realized.

You are residing in a country in which UCB does not have a tax withholding obligation On the third day following the sale of the shares, funds will be transferred by the Stock Exchange to UCB. The following day at the latest, funds will be transferred to your personal account as indicated in "Your Personal Data" in tOption. Please read the tax information sheet available in tOption (tab “Documents”) as you probably need to

report the gain realized.

Exercises are communicated to payroll once a week. Funds are processed with the next payroll run.

33 September 2014

Vestings are communicated to payroll and are being processed with the following payroll run. For the shares delivered to you net of taxes, should you want to immediately sell, sales proceeds would be transferred to your personal account. It takes about 10 calendar days for the funds to hit your account.

Please read the tax information sheet available in tOption (tab “Documents”) as you probably need to report the gain realized on the share price increase since the vesting.

34 September 2014

11. Costs

UCB covers the costs for managing your Stock Awards, including brokerage fees in case you choose to sell your shares without having the shares first transferred to your personal account. However, you will bear the costs for:

International cash transfers

Cost related to keeping your shares on your personal securities account

Currency exchange costs. For more information on the tariffs, please contact your bank.

UCB covers the costs for managing your Stock Options, including brokerage fees in case you choose to sell your shares. However, you will bear the costs for:



Currency exchange costs For more information on the tariffs, please contact your bank

UCB covers the costs for managing your Stock Appreciation Rights.

35 September 2014

UCB covers the costs for managing your Performance Shares, including brokerage fees in case you choose to sell your shares without having the shares first transferred to your personal account. However, you will bear the costs for:



Currency exchange costs. For more information on the tariffs, please contact your bank.

36 September 2014

12. Insider trading

UCB shares can be traded (for example upon sale of shares acquired through the vesting of stock awards) by UCB employees at any time after the vesting except:

When in possession of privileged information

Key employees and insiders cannot trade during closed periods.

Privileged information

Privileged Information is:

any information of a precise nature which has not been made public,

relating directly or indirectly to one or more issuers of Financial Instruments or to one or more Financial Instruments, and

which is material (i.e. if it were made public, would be likely to have a significant effect on the prices of the Financial Instruments or on the price of related derivative Financial Instruments).

Key employee

What is a Key Employee: Key employees are employees who have regular or incidental access to Privileged Information relating directly or indirectly to UCB. Key Employees are personally informed of their status. The list of key employees is attached to the Dealing Code available on the intranet. What is the consequence of being a Key Employee?

During the closed periods, Key Employees cannot trade on UCB shares

Outside closed periods, before performing any transaction on UCB securities, Key Employees need to receive clearance for the planned transaction from the Insider Trading Compliance Officer ([email protected]).

Insiders

What is an insider? An Insider is any person in possession of Privileged Information about UCB or any of its Affiliates in general or about a specific project of or an event concerning UCB or any of its Affiliates, the disclosure of which UCB has decided to defer. Insiders are personally informed of their status. What is the consequence of being an Insider?

During the closed periods, Insiders cannot trade on UCB shares

Outside closed periods, before performing any transaction on UCB securities, Insiders need to receive clearance for the planned transaction from the Insider Trading Compliance Officer ([email protected])

37 September 2014

The text of the Dealing Code and the notification form (to be used by Key Employees and Insiders only), are available on UCB Plaza (https://ucbplaza.ucb.com/exploreucb/AboutUCB/policies/Pages/home.aspx).

Closed periods

Closed periods extend

from 40 calendar days immediately preceding the preliminary announcement of UCBs annual results and extending through (and including) the working day after the announcement; and

from 30 calendar days immediately preceding the preliminary announcement of UCBs interim half-year results and extending through (and including) the working day after the announcement

from 15 calendar days immediately preceding the announcement of UCB’s first quarter and nine month interim reports and extending through (and including) the Working Day after the announcement

or any other period as may be decided or determined from time to time by the Board of Directors of UCB SA/NV.

UCB shares can be traded (for example upon exercise of stock options) by UCB employees at any time during the exercise period except:








Key employee

What is a Key Employee? Key employees are employees who have regular or incidental access to Privileged Information relating directly or indirectly to UCB. Key Employees are personally informed of their status. The list of key employees is attached to the Dealing Code available on the intranet. What is the consequence of being a Key Employee?



38 September 2014

Insiders




The text of the Dealing Code and the notification form (to be used by Key Employees and Insiders only), are available on UCB Plaza (https://ucbplaza.ucb.com/exploreucb/AboutUCB/policies/Pages/home.aspx).

Closed period






39 September 2014

SARs can be exercised by UCB employees at any time during the exercise period except:








Key employees

What is a Key Employee? Key employees are employees who have regular or incidental access to Privileged Information relating directly or indirectly to UCB. Key Employees are personally informed of their status. The list of key employees is attached to the Dealing Code available on the intranet. What is the consequence of being a Key Employee?


Outside closed periods, before performing any transaction on UCB securities, Key Employees

need to receive clearance for the planned transaction from the Insider Trading Compliance

Officer ([email protected]).

Insiders




The text of the Dealing Code and the notification form (to be used by Key Employees and

Insiders only), are available on UCB Plaza

(https://ucbplaza.ucb.com/exploreucb/AboutUCB/policies/Pages/home.aspx)

mailto:[email protected]

https://ucbplaza.ucb.com/exploreucb/AboutUCB/policies/Pages/home.aspx

40 September 2014

Closed periods






41 September 2014

UCB shares can be traded (for example upon sale of shares acquired through the vesting of performance shares) by UCB employees at any time after the vesting except:








Key employees

What is a Key Employee: Key employees are employees who have regular or incidental access to Privileged Information relating directly or indirectly to UCB. Key Employees are personally informed of their status. The list of key employees is attached to the Dealing Code available on the intranet. What is the consequence of being a Key Employee?



Insiders

What is a insider? An Insider is any person in possession of Privileged Information about UCB or any of its Affiliates in general or about a specific project of or an event concerning UCB or any of its Affiliates, the disclosure of which UCB has decided to defer. Insiders are personally informed of their status. What is the consequence of being an Insider?



The text of the Dealing Code and the notification form (to be used by Key Employees and

Insiders only), are available on UCB Plaza

(https://ucbplaza.ucb.com/exploreucb/AboutUCB/policies/Pages/home.aspx).

https://ucbplaza.ucb.com/exploreucb/AboutUCB/policies/Pages/home.aspx

42 September 2014

Closed periods




