4. Remuneration of the members of the Executive Committee

4.1 Remuneration Policy

The policy of remuneration for members of the Executive Committee is set by the Board of Directors on the basis of recommendations by the Remuneration and Nomination Committee. Individual remuneration for members of the Executive Committee is delegated to be set by the Remuneration and Nomination Committee and communicated to the Board of Directors on an individual basis for the Chairman of the Executive Committee and on an aggregate basis for the other members of the Executive Committee.The policy ensures that the compensation programs of the members of the Executive Committee, including stock options and awards, pension schemes and termination arrangements, are fair and appropriate to attract, retain and motivate management and are reasonable in view of the Company's economics and the relevant practices of comparable global European biopharmaceutical companies. They link significant portion of equity-based compensation to short and long-term Company financial and nonfinancial performance and strategic goals.

According to this policy, the remuneration package is broken down into a base salary (fixed), a short term incentive (bonus) and a long term incentive plan. The long term incentive plan includes a free share plan, a stock options plan and a share performance plan. The participations to these plans are subject to employment conditions within UCB. Members of the Executive Committee are also entitled to an extra-legal pension plan.

Remuneration of members of the Executive Committee is reviewed on an annual basis by the Remuneration and Nomination Committee. The amount of remuneration is determined in consideration of the nature and extent of the responsibilities of each member of the Executive Committee, with reference to the market for comparable posts of responsibility.

An assessment of the individual performance of the Chairman of the Executive Committee and members of the Executive Committee is subject to deliberation by the Remuneration and Nomination Committee.

The reference market used to gauge the competitiveness of each post is composed of the Company's peers: European global companies in the biopharmaceutical sector.

The short term incentive is based on criteria of individual performance and Group performance. The objectives relating to the Group part and the individual part are set at the beginning of the year by the Remuneration and Nomination Committee, and approved by the Board of Directors.

Once a year, members of the Executive Committee are awarded, as long term incentives, a number of UCB shares and options, as per the rules of plans approved by the Board. For each member, the Remuneration and Nomination Committee determines the number of shares and options to be awarded, and this number may vary in accordance with individual performance and is communicated on an individual basis to the Board.

They benefit, as do a considerable number of UCB employees, from an extra-legal pension plan in addition to legal pension plans, which aims to reduce as much as possible the difference in resources before and after retirement. This additional pension is financed by personal contributions by the beneficiaries, by collective UCB contributions to pension funds and by the income generated by the funds.

4.2 Disclosure of remuneration

The Company discloses in its annual report,

1. on an individual basis (as from 2005), the remuneration and other benefits granted directly or indirectly to the Chairman of the Executive Committee, by the Company or any other affiliate belonging to the Group with a split between:

1. Base salary
2. Short term incentive (bonus) : any incentive relating to the financial reported year
3. Long term incentive (number of UCB shares awards and options)
4. Other components of the remuneration, such as cost of pension, insurance coverage, monetary value of other fringe benefits, with an explanation and if appropriate, the amounts of the main components

2.on an global basis, the remuneration and other benefits granted directly or indirectly to all the other members of the Executive Committee by the Company or any other affiliate belonging to the Group with a split between:

1. Base salaries
2. Short term incentive (bonus) : any incentive relating to the financial reported year
3. Other components of the remuneration, such as cost of pension, insurance coverage, monetary value of other fringe benefits, with an explanation and if appropriate, the amounts of the main components

3.on an individual basis for each member of the Executive Committee (as from 2005) the number and key features of shares awards, share options or any other right to acquire shares, granted during the year

4.the main contractual terms on hiring and termination arrangements for each member of the Executive Committee