UCB Proposes a Dividend of €1.45 per Share and Renews Its Leadership

Overview of the Ordinary General Meeting

The ordinary general meeting will review the annual accounts of UCB SA and the consolidated accounts of the group for the fiscal year ended December 31, 2025. The Board of Directors proposes the approval of the annual accounts and the allocation of results, including the distribution of a gross dividend of €1.45 per share. Shareholders will also vote on the 2025 compensation report, on the discharge of the directors and the commissioner (Forvis Mazars) for the past year. The renewal of two director mandates will be put to vote: that of Jean-Christophe Tellier, CEO and executive director, and that of Cédric van Rijckevorsel, director representing the reference shareholder. Both would be renewed for a term of four years, until the general meeting of 2030. The mandate of Kay Davies, independent director, is not being renewed; the Board thanks her for her contribution over the past twelve years.

Deliberations of the Extraordinary General Meeting

The extraordinary general meeting will decide on the renewal of the Board of Directors' powers regarding authorized capital for an additional two years. The Board would be authorized to increase the capital by up to 5% in the event of limitation or elimination of preemptive rights of shareholders, or by 10% without limitation of preemptive rights. The meeting will also review the renewal of the approval of the change of control clause of the EMTN (Euro Medium Term Note) program for a duration of twelve months, allowing bondholders to demand repayment of their securities in the event of a change of control of the group. Finally, the renewal of the authorization to acquire own shares up to 10% of the total number of shares, for a duration of two years starting from July 1, 2026, will be proposed. This authorization could be used particularly in the context of long-term incentive plans for employees and management of the group.