UCB : announces changes on Board of Directors

Brussels (Belgium), March 15, 2024 -6:00 PM (CET) - UCB SA/NV announces the following changes in the composition of its Board of Directors.

Fiona du Monceau, currently serving as Vice-Chair of the Board and Chair of the Governance, Nomination, and Compensation Committee (GNCC), will transition from her position on the Board of Directors to assume an executive role at UCB.

We would like to thank Fiona for her contribution to the Board which illustrated her dedication to people and society, her leadership and strong business acumen. We warmly anticipate the positive impact she will continue to make in her new capacity. Link to Bio.

We are pleased to announce that Fiona du Monceau will be replaced in her role as Vice-Chair of the Board by Charles-Antoine Janssen already member of the Board since 2012 and Member of the Audit Committee since 2015 Link to Bio. In accordance with UCB's Charter of Corporate Governance, the role of Vice-President of the Board is to be attributed to a representative of the Reference Shareholder. Charles-Antoine will bring forward his long-standing Board experience as well as his breadth of business experience across the healthcare space. He will also join the Governance, Nomination and Compensation Committee and he will be replaced by Cedric van Rijckevorsel as member of the Audit Committee. Link to Bio.

Kay Davies, independent member of the Board, will replace Fiona du Monceau as Chair of the Governance, Nomination and Compensation (GNCC) Committee. Kay Davies has been a Member of the Board and a Member of the Scientific Committee since 2014. In 2017 she joined as a Member of the GNCC, bringing a rich experience to her new role as Chair of this Committee. Link to Bio. An amendment to the UCB Charter of Corporate Governance has been decided to allow an independent Board member to be appointed as Chair of the GNCC. Additionally, Kay Davies will continue to serve as a member of the scientific committee alongside Susan Gasser and Board nominee Dolca Thomas.

Ulf Wiinberg, independent Member of the Board since 2016, will also join the Governance, Nomination and Compensation Committee. Link to Bio.

Bert De Graeve, who has been an independent Board Member from 2010 to 2022 will step down from the Board after the Annual General Meeting of April 25, 2024, as his successive mandates at UCB exceed 12 years. We would like to sincerely thank Bert for his exceptional contribution over the years. He has brought deep expertise to the Audit Committee as well a strong independent leadership to the Board. Link to Bio.

The following Board mandates will be proposed for renewal at the next Annual General Meeting of April 25, 2024:

• Renewal of the mandate of Pierre Gurdjian, as independent director, for a term of 4 years. Pierre Gurdjian will continue to be a Member of the Governance, Nomination and Compensation Committee. Link to Bio.
• Renewal of the mandate of Ulf Wiinberg, as independent director, for a term of 4 years and as stated above, he will become a Member of the Governance, Nomination and Compensation Committee.
• Renewal of the mandate of Charles-Antoine Janssen as director, for a term of 4 years and as stated above, he will become Vice-Chair of the Board and member of the Governance, Nomination and Compensation Committee.

The Board of Directors also proposes to the UCB Annual General Meeting the appointment of the following 3 new Board Members:

• Nefertiti Greene, as new independent director, for a term of 4 years. Link to Bio.
• Dolca Thomas, as new independent director, for a term of 4 years. Link to Bio.
• Rodolfo Savitzky as new independent director, for a term of 4 years. Link to Bio.

Upon their respective appointment by the UCB Annual General Meeting, Nefertiti Greene will become a member of the Governance, Nomination and Compensation Committee. Dolca Thomas will become a member of the Scientific Committee and Rodolfo Savitzky will become member and Chair of the Audit Committee.

The UCB Board will continue to be chaired by an independent director, Jonathan Peacock (link to Bio). If the above 3 proposed renewals and appointments are approved by our Annual General Meeting of April 25, 2024, the Board will continue to be composed of a majority of independent directors (10 out of 14 members) and the Audit Committee and the Governance, Nomination and Compensation Committee will be chaired by independent directors, respectively Kay Davies and Rodolfo Savitzky. From a gender diversity perspective, the Board will be composed of 6 women and 8 men.

"I am thrilled with the recent updates to our Board, which reflect the continued strong support from our reference shareholder and highlight our commitment to diversity and broad experience among our independent board members," stated Jonathan Peacock, UCB's Chair of the Board. "With a clear focus on innovation and growth, UCB is well-positioned to maintain its growth trajectory, backed by a robust Board committed to putting patients at the heart of everything we do."

For further information, contact UCB:

About UCB
UCB, Brussels, Belgium (www.ucb.com) is a global biopharmaceutical company focused on the discovery and development of innovative medicines and solutions to transform the lives of people living with severe diseases of the immune system or of the central nervous system. With approximately 9 000 people in approximately 40 countries, the company generated revenue of € 5.3 billion in 2023. UCB is listed on Euronext Brussels (symbol: UCB). Follow us on Twitter: @UCB_news

Forward looking statements
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