UCB Convening Notice to the General Meeting of the Shareholders 2025

Core Points - The General Meeting of UCB SA/NV is scheduled for April 24, 2025, to discuss and vote on various agenda items [1] - Shareholders can participate via the Lumi Connect platform for free [2] Financial Reports - The Board of Directors will present the annual accounts for the financial year ended December 31, 2024 [3] - The statutory auditor will report on the annual accounts for the same financial year [3] - The consolidated annual accounts of the UCB Group will be communicated, along with sustainability information as per Belgian regulations [3] Dividend and Financial Appropriation - The proposed resolution includes the approval of the annual accounts and a gross dividend of €1.39 per share [4] Remuneration Reports - The General Meeting will approve the remuneration report for the financial year ended December 31, 2024, detailing the remuneration policy and payments to the Board of Directors and Executive Committee [5] - A revised Remuneration Policy for 2025 will be proposed, including changes to the remuneration of non-executive directors and a new shareholding guideline [6][7] Director Discharge - The General Meeting will vote on granting discharge to the directors for their duties during the financial year ended December 31, 2024 [10][11] - A similar vote will be held for the statutory auditor, Mazars, regarding its performance during the same period [12][13] Director Appointments - The mandates of Mr. Jonathan Peacock and Mrs. Susan Gasser will expire, with a proposal to renew Mr. Peacock's mandate and appoint Mrs. Fiona Powrie as a new independent director [14][16] - Mr. Stefaan Heylen will be proposed as a director, representing UCB's reference shareholder [17][24] Change of Control Provisions - The General Meeting will consider renewing approval for change of control provisions in the EMTN Program, which allows noteholders to redeem their notes under certain conditions [25][26][28] Participation Formalities - Shareholders must comply with specific formalities to participate in the General Meeting, including registration and declaration of intent to participate [30][31][33] - Voting by proxy is allowed, with detailed instructions provided for proxy submission [37][38] Documentation and Questions - Relevant documents for the General Meeting will be available on the UCB website, and shareholders can submit questions in advance [46][44]