

| UCB SA/NV | 30/04/2009 Combined | |
|---|---|---|
| 1 | Management report of the Board of Directors | Non-Voting |
| 2 | Reports of the Auditors | Non-Voting |
| 3 | 1)Approval of the annual accounts; 2)Approval of the appropriation of income and of the dividend | For |
| 4 | Discharge of the Directors | Oppose |
| 5 | Discharge of the Auditors | Oppose |
| 6.1 | Reappointment of Mr Karel Boone as independent Director for a period of 3 years | For |
| 6.2 | 1)Reappointment of Mr Gaëtan van de Werve as Director for a period of 3 years; 2)Resignation of Mr Patrick Schwarz-Schütte as Director | For |
| 6.3 | 1)Appointment as Statutory External Auditor of PricewaterhouseCoopers represented by Mr. Bernard Gabriëls for a period of 3 years; 2)Approve the auditor remuneration | For |
| 7 | Programme of free allocation of shares | For |
| E1 | Amend By-laws regarding the Board of directors | For |
| E2 | Amend By-laws regarding the General Meeting | For |
| E3 | Delegation of powers for the completion of formalities | For |