Brussels (Belgium), 10 April 2020 – 3:00 PM (CEST) – regulated information – On 9 April 2020, the Belgian Government has published the Royal Decree n°4 of 9 April 2020 on various provisions regarding legislation on co-ownership and companies and associations, in the framework of the fight against the Covid-19 pandemic (the ‘Royal Decree’). The Royal Decree entered into force retroactively as of 1 March 2020 and allows for exceptional measures to be taken with respect to general meetings which have been or must be convened before 3 May 2020.
On 27 March 2020, UCB (the ‘Company’) has convened its Ordinary and Extraordinary General Meeting of Shareholders (the ‘General Meeting’) to be held on 30 April 2020. UCB, as a patient centric company, considers the health of its shareholders, employees, and the public of paramount importance. UCB also intends to strictly follow the measures and regulations adopted by the Belgian government and other public authorities in the context of the Covid-19 pandemic. UCB considers that it is not able to organize a physical (“in-person”) meeting without putting in danger the health of its participants or without contamination risk. The Board of Directors of UCB has therefore decided to maintain the General Meeting on 30 April 2020 while implementing article 6 of the Royal Decree as follows:
- The physical presence of shareholders, proxyholders or other persons otherwise entitled to attend the General Meeting will not be allowed. The General Meeting will therefore be held behind closed doors. Shareholders are reminded that all social gatherings surrounding the General Meeting have been cancelled in view of the circumstances.
- Voting instructions can only be submitted by correspondence or by proxy to the independent proxyholder designated by the Board of Directors. Please note that only the independent proxyholder designated by the Board of Directors can be appointed as proxyholder. The votes expressed by proxy granted to another person than the aforementioned independent proxyholder will nevertheless be taken into account; however such other proxyholder will not be allowed to attend the General Meeting. A form for voting by correspondence and an updated proxy form are available on our website (https://www.ucb.com/investors/UCB-shareholders/Shareholders-meeting-2020) to allow shareholders to cast their votes. Forms for voting by correspondence and by proxy should be completed, signed and returned and must be received by UCB before or on or 26 April 2020 at midnight CEST at the latest. It is strongly recommended to exclusively send your form for voting by correspondence or by proxy by e-mail to email@example.com since postal services are disrupted by the crisis (scanned copies or photos of the form for voting by correspondence and proxies will be allowed provided that they are attached to the e-mail in a readable format). If directly delivered by hand or express courier to the registered office of UCB, please make sure it is addressed c/o Corporate Secretariat.
- The Board of Directors reminds its shareholders that the other attendance formalities mentioned in the original convening notice must also be complied with, i.e shareholders need to inform the Company about their intention to participate in the General Meeting before or on 26 April 2020 at midnight CEST at the latest and need to provide evidence of their ownership of the shares on the Registration Date (16 April 2020 at midnight CEST), by means of a certificate issued by their relevant bank, account holder or settlement institution for dematerialized shares or by means of the inscription in the share register for registered shares (this inscription being directly verified by the Company).
- With respect to the right to ask questions, shareholders will only be allowed to submit their questions in writing and prior to the General Meeting. The questions will be answered in writing only and will be published on UCB’s website (https://www.ucb.com/investors/UCB-shareholders/Shareholders-meeting-2020) at the latest on 30 April 2020, before the voting during the General Meeting. Questions should be received by UCB before or on 26 April 2020 at midnight CEST at the latest. Shareholders are strongly recommended to submit their questions exclusively by e-mail to firstname.lastname@example.org, given that postal services cannot guarantee on time delivery due to the current crisis. Any question received after this deadline will not be taken into consideration. If directly delivered by hand or express courier to the registered office of UCB, please make sure it is addressed to Corporate Secretariat.
UCB would like to thank our shareholders for their support in these exceptional times. The Covid-19 situation is impacting organisations throughout the world, and our company is fully dedicated to ensuring we are able to continue serving our patients, employees and other stakeholders. For more information around the measures UCB is taking, please visit our website’s Covid-19 page.
>Lire le communiqué de pressi ici.