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UCB - Convening Notice to the General Meeting of the Shareholders 2026
Globenewswire· 2026-03-27 06:00
Core Points - The General Meeting of UCB SA/NV is scheduled for April 30, 2026, to discuss and vote on various agenda items [1] - Shareholders can participate via the Lumi Connect platform for free [2] Ordinary Part - The Board of Directors will present the annual accounts for the financial year ended December 31, 2025, along with the statutory auditor's report [3] - The consolidated annual accounts of the UCB Group for the financial year ended December 31, 2025, will be communicated, including the corporate governance statement and sustainability information [3] - A gross dividend of €1.45 per share is proposed for approval, with the total distribution amount subject to fluctuation based on the number of own shares held by UCB SA/NV [4] - The remuneration report for the financial year ended December 31, 2025, detailing the remuneration policy and information on the Board of Directors and Executive Committee, is also up for approval [5] - Discharge of liability for the directors and the statutory auditor for the financial year ended December 31, 2025, will be voted on [6][8] - The mandates of Mr. Jean-Christophe Tellier and Mr. Cédric van Rijckevorsel are proposed for renewal for four years until the end of the ordinary General Meeting of 2030 [10][11] Special Part - Approval for the renewal of change of control provisions in the EMTN Program is proposed, which allows noteholders to require UCB SA/NV to redeem notes under certain conditions [16][20] - The EMTN Program was established for an amount of €5 billion, with the last update on October 17, 2023 [18] Extraordinary Part - An Extraordinary General Meeting will be convened if the initial meeting does not meet the required quorum, with a new date set for June 2, 2026 [21] - The Board of Directors seeks renewal of its powers under the authorized capital for another two years, allowing capital increases of up to 5% with limitations on preferential subscription rights, or up to 10% without such limitations [24][26] - Authorization for the Board of Directors to acquire up to 10% of the total number of shares for two years starting July 1, 2026, is also proposed [32][34] Participation Formalities - Shareholders must comply with specific formalities to participate in the General Meeting, including registration by April 16, 2026 [38] - Voting by proxy is allowed, and shareholders must submit their proxy forms by April 24, 2026 [44][46]