Financial Express (Holdings) Limited (“we”, “our”, “us” and derivatives) are committed to protecting and respecting your privacy. This Privacy Policy, together with our Terms of Use, sets out the basis on which any personal data that we collect from you, or that you provide to us, will be processed by us relating to your use of any of the below websites (“sites”).

  • FEAnalytics.com
  • FEInvest.net
  • FETransmission.com
  • Investegate.co.uk
  • Trustnet.hk
  • Trustnetoffshore.com
  • Trustnetmiddleeast.com

For the purposes of the Data Protection Act 1998, the data controller is Trustnet Limited of 2nd Floor, Golden House, 30 Great Pulteney Street, London, W1F 9NN. Our nominated representative for the purpose of this Act is Kirsty Witter.

WHAT INFORMATION DO WE COLLECT ABOUT YOU?

We collect information about you when you register with us or use any of our websites / services. Part of the registration process may include entering personal details & details of your investments.

We may collect information about your computer, including where available your operating system, browser version, domain name and IP address and details of the website that you came from, in order to improve this site.

You confirm that all information you supply is accurate.

COOKIES

In order to provide personalised services to and analyse site traffic, we may use a cookie file which is stored on your browser or the hard drive of your computer. Some of the cookies we use are essential for the sites to operate and may be used to deliver you different content, depending on the type of investor you are.

You can block cookies by activating the setting on your browser which allows you to refuse the setting of all or some cookies. However, if you use your browser settings to block all cookies (including essential cookies) you may not be able to access all or part of our sites. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies as soon as you visit our sites.

HOW WE USE INFORMATION

We store and use information you provide as follows:

  • to present content effectively;
  • to provide you with information, products or services that you request from us or which may interest you, tailored to your specific interests, where you have consented to be contacted for such purposes;
  • to carry out our obligations arising from any contracts between you and us;
  • to enable you to participate in interactive features of our service, when you choose to do so;
  • to notify you about changes to our service;
  • to improve our content by tracking group information that describes the habits, usage, patterns and demographics of our customers.

We may also send you emails to provide information and keep you up to date with developments on our sites. It is our policy to have instructions on how to unsubscribe so that you will not receive any future e-mails. You can change your e-mail address at any time.

In order to provide support on the usage of our tools, our support team need access to all information provided in relation to the tool.

We will not disclose your name, email address or postal address or any data that could identify you to any third party without first receiving your permission.

However, you agree that we may disclose to any regulatory authority to which we are subject and to any investment exchange on which we may deal or to its related clearing house (or to investigators, inspectors or agents appointed by them), or to any person empowered to require such information by or under any legal enactment, any information they may request or require relating to you, or if relevant, any of your clients.

You agree that we may pass on information obtained under Money Laundering legislation as we consider necessary to comply with reporting requirements under such legislation.

ACCESS TO YOUR INFORMATION AND CORRECTION

We want to ensure that the personal information we hold about you is accurate and up to date. You may ask us to correct or remove information that is inaccurate.

You have the right under data protection legislation to access information held about you. If you wish to receive a copy of any personal information we hold, please write to us at 3rd Floor, Hollywood House, Church Street East, Woking, GU21 6HJ. Any access request may be subject to a fee of £10 to meet our costs in providing you with details of the information we hold about you.

WHERE WE STORE YOUR PERSONAL DATA

The data that we collect from you may be transferred to, and stored at, a destination outside the European Economic Area (“EEA”). It may be processed by staff operating outside the EEA who work for us or for one of our suppliers. Such staff may be engaged in, amongst other things, the provision of support services. By submitting your personal data, you agree to this transfer, storing and processing. We will take all steps reasonably necessary, including the use of encryption, to ensure that your data is treated securely and in accordance with this privacy policy.

Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our sites; any transmission is at your own risk. You will not hold us responsible for any breach of security unless we have been negligent or in wilful default.

CHANGES TO OUR PRIVACY POLICY

Any changes we make to our privacy policy in the future will be posted on this page and, where appropriate, notified to you by e-mail.

OTHER WEBSITES

Our sites contain links to other websites. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.

CONTACT

If you want more information or have any questions or comments relating to our privacy policy please email publishing@financialexpress.net in the first instance.

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UCB (0GD8)

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Friday 23 March, 2012

UCB

UCB SA/NV: Convocation Annual Shareholders' Mee...

UCB SA/NV: Convocation Annual Shareholders' Meeting
                                       
 Regulated Information
Public limited liability company
Allée de la Recherche 60, 1070 Brussels
RPR 0403.053.608
("UCB SA")
 
 
   

The shareholders are cordially invited to the annual general shareholders' meeting ("Meeting"), to be held Thursday 26 April 2012 at 11:00 am CET, at the registered office of UCB SA to deliberate on the following topics:

Ordinary business

1. Report of the board of directors
 

2. Report of the auditor
 
3. Presentation of the consolidated accounts of the UCB Group
 

4. Approval of the annual accounts of UCB SA and allocation of profits or losses

Proposed resolutionthe Meeting approves the annual accounts of UCB SA at 31 December 2011 and the allocation of the profits reflected therein

5. Approval of the remuneration report

Proposed resolutionthe Meeting approves the remuneration report of UCB SA.

6. Discharge of the directors

Proposed resolutionthe Meeting gives a discharge to the directors for the exercise of their mandate during the financial year closed on 31 December 2011.

7. Discharge of the auditor

Proposed resolutionthe Meeting gives a discharge to the auditor for the exercise of its mandate during the financial year closed on 31 December 2011.

8. Appointments pursuant to the articles of association

Proposed resolution:

8.1The Meeting reappoints Tom McKillop(*) as a director for a period of four years as provided by the articles of association.
8.2The Meeting acknowledges the position of Tom McKillop as an independent director according to the independence criteria provided by law and by the board of directors. Tom McKillop has confirmed that he complies with the independency requirements set out in article 526ter of the Belgian Companies' Code.
8.3The Meeting appoints Charles-Antoine Janssen(*) as a director for a period of four years as provided by the articles of association.
8.4The Meeting appoints Harriet Edelman(*) as a director for a period of four years as provided by the articles of association.
8.5The Meeting acknowledges the position of Harriet Edelman as an independent director according to the independence criteria provided by law and by the board of directors. Harriet Edelman has confirmed that she complies with the independency requirements set out in article 526ter of the Belgian Companies' Code.
8.6Upon proposal of the Audit Committee and upon presentation of the Works Council, the Meeting re-appoints PwC Bedrijfsrevisoren bcvba/ Reviseurs d'Entreprises sccrlas auditor for the statutory period. The Meeting fixes the yearly fees of the auditor at 405.000 EUR, for a period of three years. PwC Bedrijfsrevisoren bcvba/ Reviseurs d'Entreprises sccrl will be represented by Jean Fossion as permanent representative.

 (*) Curriculum vitae available at http://www.ucb.com/investors/calendar/shareholders-meeting-2012

 

Special business

9. Program of free allocation of shares:

This authorization from the Meeting is not required by law but is recommended in order to insure transparency and in accordance with UCB's Charter of Corporate Governance.

Proposed resolution:
The Meeting approves the decision of the board of directors to allocate a number of 302,390 to 376,790 maximum free shares:

  • of which 153,590 maximum to Senior Executives, namely to about 40 individuals, according to allocation criteria linked to the level of responsibility of those concerned. The allocations of these free shares will take place on completion of the condition that the interested parties remain employed within the UCB Group for a period of at least 3 years after the grant of awards;
  • of which 148,800 maximum to Senior Executives qualifying for the Performance Share Plan and for which pay-out will occur after a three year vesting period and will vary from 0% to 150% of the granted amount depending on the level of achievement of the performance conditions set by UCB SA at the moment of grant.

10. Change of control provision - Syndicated RCF:

UCB SA has entered into an amendment and restatement agreement dated 7 October 2011 pursuant to which the EUR 1,000,000,000 multicurrency revolving facility agreement, originally dated 14 December 2009 (and as amended and restated on 30 November 2010) and made between, amongst others, UCB SA and Fortis Bank SA/NV as agent, was amended and restated (as amended and restated, the "Revolving Facility Agreement").

The terms of the Revolving Facility Agreement include a change of control clause under which any and all of the lenders can, in certain circumstances, cancel their commitments and require repayment of their participations in the loans, together with accrued interest and all other amounts accrued and outstanding thereunder, following a change of control of UCB SA (as more particularly described in the Revolving Facility Agreement).

Proposed resolution:
Pursuant to article 556 of the Belgian Companies' Code, the Meeting approves the change of control clause as provided for in the Revolving Facility Agreement under which any and all of the lenders can, in certain circumstances, cancel their commitments and require repayment of their participations in the loans, together with accrued interest and all other amounts accrued and outstanding thereunder, following a change of control of UCB SA

11. Change of control provision - EIB loan:

UCB SA is considering entering into a finance contract (the "Finance Contract") between the European Investment Bank ("EIB"), UCB SA, and UCB Lux SA for a loan with a maximum total principal amount of EUR 250,000,000, to fund in part an investment program for research and development in the therapeutic area of Central Nervous System. The Finance Contract will contain a change of control clause whereby the loan, together with accrued interest and all other amounts accrued and outstanding thereunder, could in certain circumstances become immediately due and payable - at the discretion of the European Investment Bank - following a change of control of UCB SA (as more particularly described in the Finance Contract).

Proposed resolution
Pursuant to article 556 of the Belgian Companies' Code, the Meeting approves the change of control clause in the draft Finance Contract whereby the loan, together with accrued interest and all other amounts accrued and outstanding thereunder, could in certain circumstances become immediately due and payable - at the discretion of the European Investment Bank - following a change of control of UCB SA, provided that the UCB SA effectively enters into the Finance Contract.

Attendance formalities

In order to attend the Meeting, holders of securities must comply with the following formalities:

  1. Kindly note that all dates and times mentioned herein are the final deadlines and that these will not be prolonged due to a weekend, holiday or for any other reason.
     
  2. Registration date: the registration date is 12 April 2012, 12:00 AM (midnight) CET. Only persons registered as shareholder on such date and time will be allowed to attend and to vote at the Meeting.
    1. Owners of bearer shares must deposit their shares at the latest on 12 April 2012, 12:00 am (midnight) CET at one of the agencies of KBC Bank NV. KBC Bank NV will certify to UCB SA that bearer shares were deposited. Deposited bearer shares will be placed on an account in dematerialized form and will not be returned in bearer form.
    2. Owners of registered shares must be registered as shareholder in UCB SA's share register, held by Euroclear, at the latest on 12 April 2012, 12:00 am (midnight) CET.
    3. Owners of dematerialized shares must be registered as a shareholder on an account with a recognized accountholder or settlement institution at the latest on 12 April 2012, 12:00 am ([midnight) CET.
       
  3. Intention to participate at the Meeting: the shareholder must declare his/her intent to participate (in person or by proxy) at the Meeting, as well as the number of shares he/she intends to participate with, at the latest 20 April 2012, 15:00 CET. Only persons having notified their intent to participate (in person or by proxy) at the Meeting on such date will be allowed to vote at the Meeting.
    1. Owners of registered shares should declare their intent to participate to the Meeting known to UCB SA (c/o Mrs. Muriel Le Grelle) or via email to shareholders.meeting@ucb.com at the latest on 20 April 2012, 15:00 CET.
    2. Owners of bearer shares or dematerialized shares must declare their intent to participate to the Meeting known at the latest on 20 April 2012, 15:00 CET to one of the agencies of KBC Bank NV. KBC Bank NV will provide a notice thereof to UCB SA.
       
  4. Proxies: shareholders are permitted to be represented by proxyholders at the Meeting. The proxy forms approved by UCB SA which must be used to be represented at the Meeting can be downloaded from http://www.ucb.com/investors/calendar/shareholders-meeting-2012. Shareholders must deposit these proxies, duly filled out and signed at the very latest on 20 April 2012, 15:00 CET at UCB SA's registered office (c/o Mrs. Muriel Le Grelle) or via email to shareholders.meeting@ucb.com. (Note that UCB SA will apply Article 547bis, §2, section 3 of the Belgian Companies' Code, which prevails over Article 36 of UCB SA's articles of association). Fax (02/559 98 00) and email copies are allowed providing the proxyholder produces the original proxy at the latest on the date of the Meeting. Failure to comply with these requirements will result in UCB SA not acknowledging the powers of the proxy holder.
     
  5. Items or resolutions proposed by shareholders must be made in writing and must reach UCB SA via shareholders.meeting@ucb.com at the latest on 4 April 2012, 15:00 CET. An updated agenda will, if applicable, be published on 11 April 2012. More information on these rights is to be found at  http://www.ucb.com/investors/calendar/shareholders-meeting-2012 
     
  6. Questions must be sent to shareholders.meeting@ucb.com at the latest on 20 April 2012, 15:00 CET. More information is to be found at http://www.ucb.com/investors/calendar/shareholders-meeting-2012
     
  7. Holders of bonds and warrants issued by UCB SA may attend the Meeting in an advisory capacity and are subject to the same attendance requirements as those applicable to shareholders.
     
  8. In order to attend the Meeting, individuals holding securities and proxy holders' must prove their identity and representatives of legal entities must hand over documents establishing their identity and their representation power, at the latest immediately prior to the beginning of the Meeting.
     
  9. As of the date of publication of this convocation, the documents to be submitted to the Meeting, the (amended) agenda, and the (amended) proxy forms are available on http://www.ucb.com/investors/calendar/shareholders-meeting-2012 and can be reviewed at UCB SA's registered office.



This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients.

The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the
information contained therein.

Source: UCB via Thomson Reuters ONE

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