3.2 Capital and shares

3.2.1 Capital

The capital of UCB has not been modified in 2018. On 31 December 2018, it amounted to € 583 516 974 and was represented by 194 505 658 shares.

3.2.2 Shares

Since 13 March 2014, the share capital of UCB is represented by 194 505 658 shares, all fully paid up (“UCB shares”). UCB shares may be registered or dematerialized shares, at the request of the shareholder, in accordance with the Belgian Companies Code.

Pursuant to the Belgian Law of 14 December 2005, bearer securities have been subject to a gradual abolishment, leading to their conversion into registered or dematerialized securities as from 1 January 2014 and their complete abolishment at the end of 2015.

As of 1 January 2016, the rightful owners of unclaimed bearer shares have the right to claim the payment of the corresponding net proceeds from the Belgian Deposit and Consignment Fund (“Caisse des Dépôts et Consignations“/“Deposito- en Consignatiekas“) subject to evidence of their valid title to the shares and subject to a fine of 10% of the proceeds of the sale of the underlying bearer shares per each commenced year of arrears. More details on the dematerialization and conversion process are available on UCB website.

Registered UCB shares are recorded in the share register of UCB. All UCB shares are admitted for listing and trading on Euronext Brussels.

3.2.3 Treasury shares

In accordance with article 12, §2 of the Articles of Association of UCB, the Extraordinary General Meeting of 26 April 2018 decided to renew, for a period of 2 years (and two months) expiring on 30 June 2020, the authorization granted to the Board of Directors 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 UCB shares as calculated on the date of each acquisition, for a price or an exchange value per share of maximum the highest price of the UCB share on Euronext Brussels on the day of the acquisition and minimum € 1, without prejudice to article 208 of the Royal Decree of 31 January 2001. As a result of such acquisition(s), UCB SA, together with its direct or indirect subsidiaries, as well as persons acting on their own behalf but for the account of UCB or its direct or indirect subsidiaries, can hold no more than 10% of the total number of shares issued by UCB at the moment of the acquisition concerned. The authorization granted to the Board of Directors extends to any acquisitions of UCB shares, directly or indirectly, by the direct subsidiaries of UCB as defined in article 627 of the Belgian Companies Code. As the case may be, any disposal of own shares by UCB or its direct subsidiaries can be made pursuant to the authorization granted to the Board of Directors as set forth in article 12 in fine of the Articles of Association.

UCB SA acquired 48 711 UCB shares and disposed of 1 054 516 UCB shares in 2018. On 31 December 2018, UCB SA held a total of 2 102 356 UCB shares representing 1.08% of the total number of UCB shares. UCB SA held no other UCB securities. On 31 December 2018, UCB SA also held 9 705 UCB shares in the name and on behalf of employees of the UCB Group after the vesting of those shares, awaiting their delivery to the respective beneficiaries.

UCB Fipar SA, an indirect subsidiary of UCB, acquired 780 013 UCB shares and disposed of 471 701 UCB shares in 2018. On 31 December 2018, UCB Fipar SA held a total of 3 929 828 UCB securities representing, if exercised, 2.02% of the total number of UCB shares. That holding of UCB securities consists of 3 494 828 shares and 435 000 assimilated financial instruments (outstanding options). On 31 December 2018, UCB Fipar SA also held 230 989 UCB shares in the name and on behalf of employees of the UCB Group after the vesting of those shares, awaiting their delivery to the respective beneficiaries.

The UCB shares were acquired by UCB and UCB Fipar SA amongst others in order to cover part of UCB’s obligations resulting from the employees’ stock option plans, stock award plans and performance share plans. Some of these shares were thereafter transferred to other UCB affiliates during 2018 for the sole purpose of delivering them to the employees of such other affiliates. Since these shares have all been delivered to eligible employees, none of such other affiliates is still holding UCB shares on 31 December 2018. For additional details, please refer to Note 26.2 Treasury shares.

3.2.4 Authorized capital

The Extraordinary General Meeting of 26 April 2018 decided to renew the authorization to the Board (and to amend the Articles of Association accordingly), for a period of 2 years, to increase the share capital, amongst other by way of the issuance of shares, convertible bonds or warrants, in one or more transactions, within the limits set by the Belgian Company Code,

  1. with up to 5% of the share capital calculated at the time of the decision of the Board 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 employees of the company or of its subsidiaries);
  2. with up to 10% of the share capital calculated at the time of the decision of the Board 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 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 to make use of this authorization.

The Board is moreover expressly authorized to make use of this mandate, within the limits as set out under (i) and (ii) above, for the following operations:

  1. a capital increase or the issuance of convertible bonds or warrants with cancellation or limitation of the preferential subscription rights of the existing shareholders;
  2. a capital increase or the issuance of convertible bonds 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 employees of the company or of its subsidiaries;
  3. a capital increase by incorporation of reserves.

Any such capital increase may take any and all form, including, but not limited to, contributions in cash or in kind, with or without share premium, 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 to use this authorization requires a 75% majority within the Board.

The Board is empowered, with full power of substitution, to amend the Articles of Association to reflect the capital increases resulting from the exercise of its authorization.

The Belgian Companies Code does not allow the use of this authorization as of the moment the Company has been notified about a public takeover bid from the FSMA.