FINANCIER DE TUBIZE : Update Corporate Governance Charter (section B.2.)

Table of Contents :

A. Introduction

The purpose of the present Charter is to describe the main principles of corporate governance applied by Financière de Tubize sa ('Financière de Tubize' or the 'Company').

Financière de Tubize adopts the 2009 Belgian Code on Corporate Governance (the 'Code'), established by the Corporate Governance Committee, as its reference code. This Code can be consulted on the site www.corporategovernancecommittee.be.

The Charter presents the implementation by Financière de Tubize of the recommendations of the Code, taking into account the specificities of the Company, and according to the 'comply or explain' principle. Given the simplicity of its operating structure and the fact that the Company has only one asset, namely its investment in UCB, certain rules of the Code do not apply or do not appear to be appropriate.

The present Charter is available on the site www.financiere-tubize.be. It will be evaluated on regular basis and updated when necessary. The latest update has been made on 6 January 2016.

B. Shares and Shareholders

B.1. Share Capital and Shares

The share capital is fixed at € 235,000,000. It can be increased or decreased in one or several times, by decision of the General Meeting of Shareholders acting under the conditions required for amendments to the Articles of Association.

The share capital is represented by 44,548,598 fully paid-up ordinary shares without nominal value.

All shares have the same rights. Each share gives entitlement to one vote.

The share is listed on NYSE Euronext Brussels.

The shares are nominative or dematerialised, at the shareholder's discretion. The holders of shares may, at any time, request that their shares be converted from one form to the other. The nominative shares are recorded in a register kept at the Company's seat. The dematerialised shares are recorded in an account the owners or holders have with an accredited custodian or settlement institution.

The General Meeting of 24 April 2013 has authorised the Board of Directors to acquire shares of the Company, under the conditions set out in the law, for a period of five years from the said General Meeting. The par value of the purchased shares may not exceed 20% of the subscribed capital. The acquisitions can be realised at a price between € 1 and € 200. To avoid serious and imminent damage to the Company, the General Meeting of 24 April 2013 has further authorised the Board of Directors to acquire shares of the Company for a period of three years from the date of the publication of the amendment of the Articles of Association by the before mentioned General Meeting.

B.2. Shareholders' Structure

Based on declarations notified to the Company and, as the case may be, based on other more recent information from public disclosure, the shareholders' structure of Financière de Tubize can be summarised as follows:

Altaï Invest is controlled by Evelyn du Monceau. Barnfin is controlled by Bridget van Rijckevorsel.

The reference shareholders, belonging to the Janssen family, act in concert. The terms of the concert are laid down in a shareholders agreement. The key elements of this agreement can be summarised as follows:

• The objective of the concert is to ensure, through Financière de Tubize, the stability of the shareholder structure of UCB in view of the long-term industrial development of the latter. In this perspective, it aims to preserve the predominance of the family shareholder structure of Financière de Tubize.
• The parties to the concert consult with each other about the decisions to be taken at the general meeting of Financière de Tubize, and try, to the extent possible, to reach a consensus. They ensure that they are properly represented in the board of directors of Financière de Tubize. Within this board and through their representatives at the board of directors of UCB, they consult with each other about the significant strategic decisions concerning UCB, and try, to the extent possible, to reach a consensus.
• The parties inform each other prior to any project of significant acquisition or sale of shares of Financière de Tubize. Pre-emption rights and rights of resale are also in place within the family.

The reference shareholders have no direct or indirect relationships with Financière de Tubize other than those resulting from their capacity as shareholder or, when applicable, their representation in the Board of Directors.

B.3. General Meeting

B.3.1. Place and Date

The General Meetings are held in the Brussels region, at the place designated by the Board of Directors.

The Ordinary General Meeting takes place on the fourth Wednesday of April at 11 o'clock.

The General Meeting may be convened specially or extraordinary by the Board of Directors or by the Statutory Auditor, any time the interest of the Company requires so. In addition, they must convene the General Meeting at the written request of shareholders who demonstrate that they hold 20% of the shares.

B.3.2. Convening the Meeting

The General Meeting is convened on the call of the Board of Directors or of the Statutory Auditor.

The notices convening the General Meeting are published, at least thirty days before the meeting, in the Moniteur belge as well as in L'Echo and De Tijd and on the portal of GlobeNewswire, a Nasdaq company (inpublic.globenewswire.com). Within the same time limit, the convocation is sent by registered mail to the nominative shareholders, to the directors and to the statutory auditor.

The convocation includes at the minimum the following elements of information:

• Indication of date, time and place of the General Meeting
• The agenda with indication of the items to be discussed as well as the proposed decisions
• A clear and precise description of the formalities to be accomplished by the shareholders for admission to the General Meeting and for exercising their voting rights
• Indication of the register date
• Indication of the address where all the documents and information to be made available to the shareholders can be obtained
• Indication of the precise address of the website where the documents and information to be made available to the shareholders are available.

B.3.3. Agenda

The Ordinary General Meeting hears the Board report and the report of the Statutory Auditor, and discusses the annual accounts. Following approval of these accounts, the General Meeting decides by special vote about the discharge of the directors and the Statutory Auditor. The General Meeting also decides by separate vote on the remuneration report.

Special and Extraordinary General Meetings may be convened with specific agendas.

One or more shareholders who together hold at least 3% of the share capital may, at the latest on the twenty-second day preceding the date of the General Meeting, request the inclusion of items to be discussed on the agenda of any General Meeting and submit proposed decisions concerning items to be discussed, which are included or to be included on the agenda.

B.3.4. Attendance at the Meeting

The shareholders are admitted to the Meeting and may exercise their voting rights if they have registered their shares by the fourteenth date preceding the General Meeting at twenty-four hours (Belgian time), either by recording them in the Company's register of nominative shares, or by recording them in the accounts of an accredited custodian or settlement institution. The number of shares held by the shareholder on the day of the General Meeting is not taken into account.

The shareholder shall further indicate his desire to attend the General Meeting no later than the sixth day preceding the date of the General Meeting.

Each shareholder may give proxy to a trustee of his choice to represent him at the General Meeting. These proxies, the form of which is determined by the Board of Directors, must be laid down at the Company's seat no later than the sixth day preceding the Meeting.

B.3.5. Proceedings of the Meeting

The General Meeting is chaired by the Chairman of the Board of Directors or, in his absence, by another director. The Chairman appoints a Secretary who may be a non-shareholder, and selects two Tellers from among the present shareholders.

Except for the cases provided for by the law or by the Articles of Association, the Meeting rules validly whatever the number of shares represented, and by a simple majority of the votes.

The decisions of the General Meeting are documented in the minutes, which are signed by the Chairman, the Secretary, the two Tellers and any shareholder who so requests. These minutes mention for each decision the number of shares for which votes have been validly cast, the proportion of the share capital represented by these votes, the total number of votes validly cast, the number of votes cast for and against each decision and, when applicable, the number of abstentions. They are kept in a special register.

C. Board of Directors

C.1. Responsibilities

The Board of Directors is the management body of the Company.

It is competent to decide on all matters that the law or the Articles of Association do not expressly entrust to the General Meeting.

It is responsible for the general strategy of the Company and the implementation thereof.

The powers of the Board of Directors mainly relate to:

• Defining the strategic objectives and implementing structures enabling their achievement
• Establishing the accounts and proposing the appropriation of the result
• Approving investments
• Ensuring the timely publication of the financial statements and other significant financial or non-financial information communicated to the shareholders and to the general public.

The Board of Directors allocates adequate resources for the exercise of its duties.

It assumes towards the Company the joint responsibility of the proper exercise of its powers.

C.2. Composition

According to the Articles of Association, the Board of Directors consists of at least three members. The General Meeting fixes the number of directors.

The Board consists today of ten members (eight representatives of the reference shareholders and two independent directors).

The present composition of the Board is as follows:

All members are non-executives. François Tesch and Karel Boone are independent directors who meet the criteria of article 526ter of the Company Code and of Annex A to the Code.

C.3. Appointments

The Board of Directors submits to the General Meeting the appointments or renewals of directorships that it proposes. The shareholders may also propose candidates.

Proposals for appointment shall specify the term proposed for the mandate and indicate the useful information on the professional qualifications of the candidate, as well as a list of functions that the proposed Director already exercises.

The General Meeting decides on the proposals by a majority of the votes cast.

Directors are appointed by the General Meeting for a term of 4 years. Renewals will take place in order of seniority of the appointment. Directors are re-eligible. The mandates that come to maturity expire after the Ordinary General Meeting, which has not renewed them.

In the event of a vacancy on the Board, the Directors may fill the vacancy temporarily. The General Meeting will at its next meeting conduct a definitive election.

An age limit has been set at the date of the Ordinary General Meeting following the seventy-fifth anniversary of a member. In such a case, the person concerned withdraws from his mandate, which is, in principle, taken over and completed by the successor appointed by the General Meeting.

C.4. Functioning

The Board does not have any specialised committees (audit committee, appointment committee, remuneration committee). The Company benefits in this regard from the exemptions set out in articles 526bis § 3 et 526quater § 4 of the Company Code with respect to audit committees and remuneration committees. It is therefore the Board in its entirety that serves as the audit committee and the remuneration committee. The Board is of the opinion that applying the same practice in respect of the appointment committee is justified.

The Board of Directors appoints a Chairman from among its members. The Chairman coordinates the activities of the Board of Directors and ensures its proper functioning. He ensures in particular that the best practices of corporate governance apply to the relations between the shareholders, the Board of Directors and the Manager responsible for the day-to-day management (see section D).

The role of Company Secretary is entrusted to the Manager. The Company Secretary ensures, under the leadership of the Chairman, good information flow within the Board of Directors. He facilitates induction and assists with professional development as required. The Company Secretary regularly reports to the Board, under the leadership of the Chairman, on how Board procedures, rules and regulations are complied with.

The Board of Directors meets when it is convened by the Chairman or by the Director replacing him, as often as the interests of the Company so require, but in principle four times a year. It must in addition be convened when at least two Directors so request.

The Chairman of the Board of Directors draws up the agenda of the meetings. He ensures that the Directors receive, prior to the meetings and in good time, the same precise and detailed information.

The meetings of the Board of Directors are chaired by the Chairman or by the Director replacing him.

The Board may validly rule only if half of the members are present or represented. The quorum of presence is calculated on the basis of the number of Directors taking part in the voting, without taking into account those who should withdraw from the deliberation pursuant to the Company Code.

Each Director may, by simple letter or proxy, delegate another Board member the power to represent him. However, no Director may have more than two votes, including his own vote.

Resolutions are adopted by a majority of votes. In the event of a tie, the Chairman of the meeting has the casting vote.

In cases where it is permitted by law, which must remain exceptional and must be duly justified by urgency and the interests of the Company, decisions of the Board of Directors may be taken by the unanimous written consent of the Directors.

The deliberations of the Board of Directors are documented in the minutes that are kept in a special register at the seat of the Company. These minutes are signed by at least the majority of the members who have taken part in the deliberations.

The Board makes every year an assessment of its operating effectiveness.

C.5. Remuneration

The mandate of Board member is remunerated by a fixed annual amount of € 10,000. It does not include any variable remuneration linked to the results or to any other performance criteria. The Director does not benefit from stock options or from extra-legal pension benefits.

The Chairman of the Board of Directors is remunerated by a fixed amount that is twice the amount of the other Directors.

D. Day-to-Day Management

The Board of Directors has entrusted the day-to-day management of the Company as well as the representation of the Company related to this management to a Manager.

The powers of the Manager are defined by article 525 of the Company Code and related jurisprudence. The Manager exercises his powers by acting solely. The Board of Directors has entrusted the Manager the power to sign solely all acts that engage the Company till an amount of € 15,000.

The function of Manager is presently exercised by Marc Van Steenvoort ('MVS'). The modalities of the day-to-day management function are defined by a service agreement signed between the Company and MVS. Through this agreement the Company has, amongst others, entrusted the following functions to MVS:

• Bookkeeping
• Preparation of annual and consolidated accounts and related Board report
• Management of the tax file
• Preparation of the periodic information
• Maintenance of the Company's website
• Secretary of the General Meeting and the Board
• Contact-person/privileged spokesman towards the shareholders and the Directors
• Contacts with NYSE Euronext, Euroclear, FSMA, the Statutory Auditor, banks, external advisers
• Role of Compliance Officer in the context of the Dealing Code
• Management of the archives.

The above mentioned missions can be modified or clarified by a decision of the Board of Directors following the agreement in writing by MVS.

E. Representation

The Company is validly represented in all acts and before court by two Directors acting jointly, as well as by the Manager within the limits of the day-to-day management. The Company is further validly represented by special trustees within the limits of their mandate.

F. External Audit

The external audit function is carried out by the Statutory Auditor.

The General Meeting of 22 April 2015 has appointed the scrl Mazars Réviseurs d'Entreprises, represented by Xavier Doyen, as Statutory Auditor of Financière de Tubize for a period of three years expiring at the General Meeting of 25 April 2018.

G. Policy on Conflicts of Interest

The Directors and the Manager apply the ethical rules governing the management of any company. They ensure to manage in all circumstances the assets of the Company exclusively in the interests of the Company. They also ensure not to act in a way that may affect the independence with which they exercise their management function. Outside the framework of their mandate as Director or Manager, they refrain from acting in a way that may harm or be contrary to the interests of the Company.

The Directors and the Manager organize their personal and professional affairs in such a way that they avoid each conflict of interest, directly or indirectly, with the Company and affiliated entities.

Any transactions or contractual relations between the Directors and/or the Manager on the one hand and the Company and its affiliated entities on the other hand are always conducted at normal market conditions.

The legal requirements with respect to conflict of interests, to the extent applicable, are strictly respected.

H. Dealing Code

H.1. Introduction

Belgian financial regulations prohibit any person with privileged information from engaging in illegal insider trading.

It imposes certain obligations on the Company in its capacity as issuer and on the persons who carry out managerial tasks and, more generally, on any person with privileged information.

The purpose of this Dealing Code is to:

• Designate a 'compliance officer' and to define his powers
• Determine certain rules of conduct aimed at preventing illegal insider trading (prohibitions and preventive measures)
• Implement certain procedures to be followed in case of transactions in financial instruments.

The present Dealing Code is applicable to the Directors and the Manager, the members of their family (spouse, partner, child or any person who has been living under the same roof for a year), any person who is called to work for the Company (within the framework of an employment contract or as an independent contractor) (hereinafter referred to as the 'Persons Concerned').

The present Dealing Code applies to all transactions in financial instruments issued by Financière de Tubize or by UCB, including shares and options for the purchase of these shares and all other types of financial instruments that the Company or UCB may issue, such as preferential shares, bonds, convertible bonds, listed warrants and options, or any other derivative instruments. They also apply to any type of financial instrument of whomever issuer, of which the underlying value is a financial instrument of the Company or UCB.

H.2. Compliance Officer

Given the simplicity of the Company's structure, there is no justification in creating a separate post of Compliance Officer. This task is carried out by the Manager, who may, where appropriate, consult with external advisors.

The tasks of the Compliance Officer include in particular:

• Monitoring the proper application of the present Dealing Code and of the procedures defined therein
• Answering any questions relating to the Dealing Code and its procedures
• Defining and communicating the blocked periods other than the 'closed periods' already defined in the present Dealing Code
• Transmitting a copy of the Dealing Code and of any other appropriate documents to any interested person
• Verifying and ensuring compliance with all the laws and regulations relating to illegal insider trading
• Adapting or amending the Dealing Code if necessary to reflect changes in laws and regulations relating to illegal insider trading
• Maintaining the archives of the Company, as well as the originals or copies of any document required by the present Dealing Code or by other implemented procedures
• Updating the list of Directors, employees or any other persons working on behalf of the Company in order to reflect new recruits and leavers.

The Compliance Officer may appoint one or more persons to assume his responsibilities if he is unable to carry out his duties or if he is unavailable.

H.3. Rules of Conduct

H.3.1. Prohibitions

The law prohibits any person who has information, which he knows or should know to be of a privileged nature:

• From acquiring or disposing of (or attempting to acquire or dispose of), for own account or for others, the financial instruments to which such information relates
• From communicating such information to a person, outside the normal context of his work, his profession or his duties
• From advising a third party to acquire or dispose of or arranging for another person to acquire or dispose of, on the basis of the privileged information, the financial instruments to which the information relates.

Privileged information is information that:

• Has not been made public
• Is of a precise nature
• Relates, directly or indirectly, to Financière de Tubize or UCB, and
• If it were made public, would be likely to have a significant influence on the share price of Financière de Tubize or UCB or the price of related financial derivatives.

As Financière de Tubize is a holding company whose core activity is the holding of UCB shares, any privileged information that has a significant influence on the price of UCB will, by ricochet, have a significant influence on the price of Financière de Tubize.

Information is likely to have a significant influence on the price of financial instruments issued by Financière de Tubize or UCB (or of related financial derivatives) when a reasonable investor would be likely to use this information as a basis for his investment decision.

The precise nature of the information implies that this information relies on past circumstances or events or on circumstances or events, which one can reasonably believe will occur. However, it must provide a means (for a reasonable investor) to draw a conclusion concerning the possible effect of such circumstances or events on the price of the financial instruments issued by Financière de Tubize or UCB (or related financial derivatives).

Insider trading may be penalized criminally (imprisonment, criminal fine) and/or administratively (fine imposed by the FSMA).

H.3.2. Preventive measures

H.3.2.1. Obligations of Financière de Tubize

H.3.2.1.1. Obligation to publish privileged information

Financière de Tubize is in principle under an obligation to publish immediately any privileged information that concerns it directly (including any significant change in information that has already been made public).

However, it can delay the publication of privileged information, under its own responsibility, provided certain conditions are met:

• The publication is likely to be detrimental to its legitimate interests
• The postponement of publication is not likely to mislead the market
• Financière de Tubize can ensure the confidentiality of said information, otherwise the information must be published immediately
• The FMSA must be informed without delay of the fact that Financière de Tubize has privileged information and that the latter exercises the right to delay publication thereof; however, the actual subject of the privileged information needs not be communicated to the FSMA.

Financière de Tubize may communicate such privileged information to staff members or to external advisors within the framework of the normal exercise of their work or of their duties on condition that they are bound by an obligation of confidentiality. In the event of the disclosure of the information to third parties who are not legally bound by professional secrecy, the Company takes the necessary measures to preserve the confidentiality of the information, including by inviting the third party to agree in writing to comply with the conditions of the Dealing Code and/or to sign a confidentiality agreement. Any request by third parties concerning the privileged information relating to the Company must be transmitted to the Compliance Officer.

If the information is communicated to persons who are not bound by an obligation of confidentiality, the information must be made public simultaneously.

If the information is disclosed unintentionally, Financière de Tubize must ensure that it is immediately made public.

H.3.2.1.2. Drawing-up of a list of insiders

Financière de Tubize, as a listed company, is under an obligation to draw up a list of people, who work for it under an employment contract or otherwise, and who have regular or occasional access to privileged information concerning the Company, either directly or indirectly.

These lists must be kept for at least five years after they were drawn up or updated.

These lists must remain at the disposal of the FSMA.

H.3.2.2. Obligations of the persons who fulfill managerial responsibilities

H.3.2.2.1. Obligation to report transactions relating to shares of Financière de Tubize

The persons who fulfill managerial responsibilities within Financière de Tubize and, when applicable, the persons having close links with them must notify the FSMA of any transactions, carried out for own account, on shares of Financière de Tubize or other related instruments.

The following persons are concerned by this obligation:

(i) The members of the Board of Directors, as well as the Manager

(ii) Persons closely linked to one of the persons mentioned in (i), namely:

The notification must be made within five working days following the execution of the transaction concerned. However, the notification may be delayed as long as the total amount of transactions during the current calendar year does not exceed the threshold of € 5,000. In the event that this amount is exceeded, all the transactions carried out up until that time must be notified within five working days following the execution of the last transaction. If the total amount of the transactions during a calendar year does not exceed the threshold of € 5.000, the concerned transactions must be notified before 31 January of the next year. The total amount of transactions is obtained by adding together all the transactions on own account of the person who exercises managerial responsibilities and all the transactions on own account of the persons who have close links with the latter.

H.3.2.2.2. Closed periods

Any Person Concerned who has privileged information must for this reason refrain from carrying out transactions on financial instruments issued by Financière de Tubize or UCB (or on related derivatives).

In addition, Financière de Tubize forbids all the persons on a list of insiders and all persons who may be closely linked with them from carrying out transactions in financial instruments issued by Financière de Tubize or UCB during the following periods:

• The period from 40 calendar days preceding the date of publication of the annual results of Financière de Tubize or of the preliminary announcement of the annual results of UCB, up to the end of business of the day following such publication or preliminary announcement
• The period from 30 calendar days preceding the date of publication of the half year results of Financière de Tubize or of the preliminary announcement of the half year results of UCB, up to the end of business of the day following such publication or preliminary announcement
• The period from 15 calendar days preceding the date of publication of the results of the first and third quarters of UCB, up to the end of business of the day following such publication
• Any other blocked period during which transactions in financial instruments are prohibited.

This prohibition in principle, however, does not apply when the financial instruments issued by Financière de Tubize or UCB are entrusted to a third party within the framework of a discretionary portfolio management assignment or when they are the subject of irrevocable orders issued at a time when their holders could not be regarded as being under the influence of privileged information. Indeed, in such cases the transactions in financial instruments of Financière de Tubize or UCB will be carried out without the possibility of the knowledge of privileged information having had any influence in this regard. Nevertheless, such transactions carried out during a closed period remain under the full responsibility of their holders.

H.4. Procedures

Any Person Concerned intending to undertake a transaction involving financial instruments of Financière de Tubize or UCB must inform the Compliance Officer in advance.

Furthermore, any Person Concerned who has any doubts as regards the appropriateness or legality of a transaction may submit his questions to the Compliance Officer. The Person Concerned must inform the Compliance Officer of this in writing in good time before the concerned transaction. He must indicate in his request the number and the nature of the financial instruments concerned and the nature of the transaction envisaged. The opinion that will be given by the Compliance Officer is not binding. The requesting person shall be held to form his own opinion as regards the legality and appropriateness of the transaction he envisages. He assumes fully and exclusively ultimate responsibility for his decision. The transactions carried out by the Persons Concerned will be made public to the extent required by the applicable regulations.

If the legislation provides for more stringent prohibitions or restrictions than the prohibitions and restrictions set out in the present Dealing Code, such legal prohibitions shall apply. Any person who wishes to know whether additional prohibitions or restrictions apply is advised to consult the Compliance Officer.

Financière de Tubize SA issued this content on 2016-01-06 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 2016-01-20 11:23:10 UTC

Original Document: http://www.financiere-tubize.be/index.php?lang=en&page=charte_gouvernance#B2