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3. Corporate Governance Statement

3.3 Shareholders and shareholders structure

3.3 Shareholders and shareholders structure

3.3.1 Reference shareholder

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. 35.00%) as at December 31, 2020.

Based on the transparency declarations received by Tubize and, as the case may be, more recent public disclosures, the shareholder structure of Tubize per December 31, 2020 can be summarized as follows:

 

Concert

Outside concert

Total

 

Voting Rights

%

Voting Rights

%

Voting Rights

%

FEJ SRL

8 525 014

19.15%

1 988 800

4.47%

10 513 814

23.62%

Daniel Janssen

5 881 677

13.21%

-

-

5 881 677

13.21%

Altaï Invest SA

4 969 795

11.16%

26 468

0.06%

4 996 263

11.22%

Barnfin SA

3 903 835

8.77%

-

-

3 903 835

8.77%

Jean van Rijckevorsel

11 744

0.03%

-

-

11 744

0.03%

Total voting rights held by the reference shareholders

23 292 065

52.33%

2 015 268

4.53%

25 307 333

56.85%

Other shareholders

-

-

19 205 265

43.15%

19 205 265

43.15%

Total voting rights

23 292 065

52.33%

21 220 533

47.67%

44 512 598

100.00%

Altaï Invest SA is controlled by Evelyn du Monceau, born Evelyn Janssen. Barnfin SA is controlled by Bridget van Rijckevorsel, born Bridget Janssen.

The shareholders of Financière de Tubize SA, belonging to the Janssen family, act in concert, i.e. they have entered into a shareholders’ agreement of which the key elements are summarized as follows, based on publicly available information:

  • The objective of the concert is to ensure, through Financière de Tubize SA, the stability of the shareholder structure of UCB in view of the long-term industrial development of the latter. In this perspective, it aims to preserve the predominance of the family shareholder structure of Financière de Tubize SA.

  • The parties to the concert consult with each other about the decisions to be taken at the general meeting of Financière de Tubize SA, and try, to the extent possible, to reach a consensus. They ensure that they are properly represented in the Board of Directors of Financière de Tubize SA. Within this board and through their representatives at the Board of Directors of UCB, they consult with each other about the significant strategic decisions concerning UCB, and try, to the extent possible, to reach a consensus.

  • The parties inform each other prior to any project of significant acquisition or sale of shares of Financière de Tubize SA. Pre-emption rights and rights of resale are also in place within the family.

In accordance with rule 8.7 of the 2020 Code, “the Board should debate whether it would be appropriate for the company to enter into a relationship agreement with the significant or controlling shareholder." The Board is of the opinion that there is currently no need for establishing a relationship agreement. The Corporate Governance Charter of UCB, the current composition of the Board and the rules of the BCCA provide a sufficiently clear frame to the Board and the Reference shareholder. In addition, the Reference Shareholder of UCB is itself a listed company and as such subject to extensive disclosure obligations.

All these notifications [as well as more recent notifications received in 2021] can be found on UCB’s website .

3.3.2 Transparency notifications

During 2020, UCB received the following transparency notifications:

On January 20, 2020, UCB sent a transparency notification to the FSMA, providing an annual update on the transactions in UCB shares and assimilated financial instruments by UCB SA and its indirect subsidiary UCB Fipar SA and confirming that UCB SA’s holding in UCB shares had crossed downwards the lowest threshold of 3% (together with UCB Fipar SA).

UCB received transparency notifications from BlackRock, Inc., dated January 2, January 8 and January 14, 2020, respectively. The last notification dated January 14, 2020 stated that BlackRock, Inc., including the holding of its affiliates, as of January 13, 2020, owned 9 412 691 UCB shares with voting rights, representing 4.84% of the total number of shares issued by UCB as well as 140 713 equivalent financial instruments, representing 0.07% of the total number of shares issued by UCB.

UCB received transparency notifications from FMR LLC, dated July 16 and July 28, 2020. The last notification dated July 28, 2020 stated that FMR LLC, including the holding of its affiliated, as of July 27, 2020, owned 7 060 944 UCB shares with voting rights, representing 3.63% of the total number of shares issued by UCB.

3.3.3 Relationship with and between shareholders

Please refer to Note 44.4  for an overview of the relationship of UCB with shareholders. Furthermore, UCB is not aware of any agreements between its shareholders, apart from the information mentioned below.

UCB has received notifications pursuant to article 74, §7 of the Law of April 1, 2007 on public takeover bids from Tubize, Schwarz Vermögensverwaltung GmbH & Co. KG and UCB Fipar SA respectively on November 22, 2007, December 11, 2007 and December 28, 2007.

On August 25, 2020, UCB received an updated notification pursuant to article 74, §8 of the Law on public takeover bids from Tubize (available on the UCB website ), in which Tubize declared that since July 31, 2019, it did not acquire any UCB shares.

3.3.4 Shareholder structure

Apart from the notifications mentioned above under 3.3.2 and 3.3.3, UCB SA also holds UCB shares (see above – own shares). The remaining UCB shares are held by the public.

Please find below an overview of the large shareholdings of UCB (including assimilated financial instruments), taking into account the shareholders’ register of UCB, the transparency notifications received pursuant to the Law of May 2, 2007 on the disclosure of large shareholdings, the notification received pursuant to article 74, §8 of the Law of April 1, 2007 on public takeover bids, the notifications to the FSMA pursuant to the Law of August 2, 2002 on the supervision of the financial sector and the financial services and as the case may be, more recent public disclosures (situation as per December 31, 2020):

Notifications received pursuant to the law of May 2, 2007 on disclosure of large shareholdings

Last update:

December 31, 2020

 

Situation as per

 

Share capital

€ 583 516 974

 

March 13, 2014

 

Total number of voting rights (= denominator)

194 505 658

 

1

Financière de Tubize SA ('Tubize')

   
 

securities carrying voting rights (shares)

68 076 981

35.00%

January 19, 2018

2

UCB SA/NV

   
 

securities carrying voting rights (shares)

5,480,222

2.82%

December 31, 2020

 

assimilated financial instruments (options)(1)

0

0.00%

March 6, 2017

 

assimilated financial instruments (other)(1)

0

0.00%

December 18, 2015

 

Total

5 480 222

2.82%

 
     
 

Free float(2) (securities carrying voting rights (shares))

120 948 455

62.18%

 

3

Wellington Management Group LLP

   
 

securities carrying voting rights (shares)

15 575 749

8.01%

October 1, 2019

4

BlackRock, Inc.

   
 

securities carrying voting rights (shares)

9 412 691

4.84%

January 13, 2020

5

FMR LLC

   
 

securities carrying voting rights (shares)

7 060 944

3.63%

July 27, 2020

(all percentages are calculated on the basis of the current total number of voting rights)

  • 1 Assimilated financial instruments within the meaning of article 6, §6 of the Law of 2 May 2007 on the disclosure of large shareholdings.
  • 2 Free float being the UCB shares not held by the reference shareholder (Tubize) and UCB SA/NV. Only securities carrying voting rights (shares) held by these entities are taken into account for this calculation; assimilated financial instruments are excluded.

In-line with UCB’s long-term dividend policy, the Board proposes a gross dividend of € 1.27 per share (2019: € 1.24). If the dividend is approved by the Annual General Meeting on April 29, 2021, the net dividend of € 0.889 per share will be payable as of May 4, 2021 against the delivery of coupon #24.

3.3.5 General Meeting of Shareholders

In accordance with the Articles of Association, the Annual General Meeting of Shareholders (the ‘General Meeting ) takes place on the last Thursday of April at 11.00 AM CET. In 2021, this will be on April 29.

The rules on the agenda, the procedure for convening meetings, admittance to the meetings, the procedure on the exercise of voting rights and other details can be found in the Articles of Association and in the Charter, which are available on UCB’s website .