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Articles overview

Articles overview

3.1 Scope of reporting

As a Belgian company listed on Euronext Brussels, UCB SA/ NV (“UCB”) is committed to the highest standards of corporate governance, and is required by Belgian law (the Belgian Code of Companies and Associations1 or the “BCCA”) to apply the 2020

3.2 Capital and shares

The capital of UCB has not been modified in 2020. On December 31, 2020, it amounted to €583 516 974 and was represented by 194 505 658 shares.

3.3 Shareholders and shareholders structure

The main shareholder of UCB SA is Financière de Tubize SA (also referred to herein as the “Reference Shareholder” or “Tubize”), a Belgian company listed on Euronext Brussels, holding 68 076 981 UCB shares on a total number of 194 505 658 (i.e.

3.4 Board of Directors and Board committees

The governance of UCB is based on a “one-tier” structure.

3.5 Executive Committee

As announced in July 2019, UCB evolved its organization and ways of working to ensure more agility and transversal collaboration across the organization.

3.6 Diversity at Board and Executive Committee level

This section includes the information required pursuant to articles 3:32, §2 and 3:6, §2, 6° of the BCCA.

3.7 Remuneration Report

At UCB, we have a fundamental commitment to enabling people living with severe diseases, their caregivers, and their families to live their best lives.

3.8 Main features of the internal control and risk management systems of UCB

As the governing body of UCB, the Board provides entrepreneurial leadership to UCB and is responsible for approving the strategy, goals and objectives of the company.

3.9 Private investment transactions and trading in UCB shares

The Board has approved a Dealing Code to prevent insider trading offences and market abuse, particularly during the periods preceding the publication of results or information that would likely have an effect on the price of UCB securities or, as

3.10 External audit

The General Meeting held on April 26, 2018 renewed the mandate of PwC Bedrijfsrevisoren BV CVBA/Reviseurs d’Entreprises SC SCRL as external statutory auditor for UCB for the legal term of 3 years.

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