Transparency in Corporate Reporting
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UCB SA (Incorporated with Limited Liability in Belgium) As Issuer
Base Prospectus dated 8 March 2021 UCB SA (incorporated with limited liability in Belgium) as Issuer EUR 5,000,000,000 Euro Medium Term Note Programme Due from one month from the date of original issue This base prospectus (the “Base Prospectus”) relating to the EUR 5,000,000,000 Euro Medium Term Note Programme (the “Programme”) of UCB SA, a limited liability company (société anonyme) incorporated under the laws of Belgium, having its registered office at Allée de la Recherche 60, B-1070 Brussels and registered with the Crossroads Bank for Enterprises under number 0403.053.608 (“UCB”, or the “Issuer”) is valid, for the purpose of the admission to trading and listing of the Notes (as defined below) on the regulated market of Euronext Brussels or on another regulated market in the European Economic Area (the “EEA”), for a period of twelve months from the date of approval. Any Notes issued under the Programme are issued subject to the provisions set out herein. Under the Programme, the Issuer, subject to compliance with all relevant laws, regulations and directives, may from time to time issue Euro Medium Term Notes (the “Notes”) as may be agreed between the Issuer and the relevant Dealer (as defined below). The minimum Specified Denomination of Notes shall be EUR 100,000 (or its equivalent in other currencies).The maximum aggregate nominal amount of Notes outstanding will not at any time exceed EUR 5,000,000,000 (or the equivalent in other currencies). This Base Prospectus has been approved as a base prospectus for the purposes of Article 8 of Regulation 2017/1129 (as amended, the “Prospectus Regulation”) on 8 March 2021 by the Belgian Financial Services and Markets Authority (the “FSMA”) in its capacity as competent authority in accordance with Article 20 of the Prospectus Regulation. -
Integrated Annual Report 2020
Amber, living with psoriasis INTEGRATED ANNUAL REPORT 2020 ADAPTING FOR BETTER CARE INTEGRATED ANNUAL REPORT 2020 ADAPTING FOR BETTER CARE Welcome to our Integrated Annual Report 2020! Our Integrated Annual Report 2020 – Adapting for Better Care – aims to provide all interested stakeholders with the best pos- sible information on how UCB is creating value for patients with severe diseases and about how we care for our employees, for communities, and for our planet, now and into the future. About this report This Integrated Annual Report 2020 includes the management report in accordance with article 12 of the Royal Decree of 14 November 2007 relating to the obligations of issuers of finan- cial instruments admitted to trading on a regulated market. All information required to be included in such management report pursuant to articles 3:6 and 3:32 of the Belgian Code of Com- panies and Associations (i.e. Corporate Governance Statement – Remuneration Report included -, Business Performance Review and UCB’s Statement on extra-financial1 information) is reported throughout all different sections of this Integrated Annual Re- port. This Integrated Annual Report together with the materiality assessment have been prepared in accordance with the Global Reporting Standards core option and extra-financial information is audited by a third party. 1 ‘Extra-financial’ is the term used by UCB for information commonly referred to as ‘non-financial’. UCB | Integrated Annual Report 2020 3 Index Key Figures 6 UCB At a Glance 8 Letter to our stakeholders -
Review of Annual Reports 2010 of Euronext Brussels Listed Companies 2 Grant Thornton Corporate Governance Review
Corporate Governance Review Review of Annual Reports 2010 of Euronext Brussels listed companies 2 Grant Thornton Corporate Governance Review Contents Contents 3 Foreword 5 Executive summary 7 PART I - Legally binding provisions 11 1. Corporate Governance Statement 12 2. Remuneration committee 17 3. Remuneration report 19 4. Audit committee – Legal requirements 22 PART II - Results corporate governance code 25 5. Board of directors 26 6. Independence 28 7. Nomination committee 30 8. Audit committee – Code requirements 32 Appendix A - Survey methodology 37 Appendix B - List of companies 39 3 4 Grant Thornton Corporate Governance Review Foreword We are pleased to present the Another key factor in the corporate governance debate is the interest of the European Commission second annual publication in Grant and the impact this will have on corporate governance Thornton’s series of reviews of the legislation. The European Commission released a corporate governance disclosures consultation paper on an EU corporate governance of Belgian companies quoted on framework and is seeking submissions from interested parties. We may, therefore, see a single EU-wide the Euronext stock exchange. The corporate governance framework in the not so distant review examines the extent to which future. companies comply with regulatory Corporate governance is fundamentally about requirements. ensuring that key stakeholders, including the public, can have confidence in how business is conducted and This year’s report arrives at a time of turmoil for results are disclosed by public interest entities such Belgian listed companies. While the Belgian banking as listed companies, financial institutions and public sector was struggling for survival and stock markets sector organisations. -
September 2020 Introduction to Umicore We Are a Global Materials Technology and Recycling Group
Umicore Investor Presentation September 2020 Introduction to Umicore We are a global materials technology and recycling group One of three global A leading supplier of key The world’s leading leaders in emission control materials for rechargeable recycler of complex waste catalysts for light-duty and batteries used in electrified streams containing heavy-duty vehicles and transportation and portable precious and other for all fuel types electronics valuable metals 3 With a unique position in clean mobility materials and recycling Internal Plug-In Hybrid Combustion Engine Electric Vehicle Umicore provides: Umicore provides: Emission control catalysts Battery cathode materials and emission control catalysts Full Electric Vehicle Fuel cells Umicore provides: Umicore provides: Battery cathode materials Electro-catalyst and battery cathode materials Present across all drive trains and offering sustainable closed- loop services 4 Built on sound foundations Supportive Unique business Industry leader in megatrends & model sustainability legislation resource scarcity more stringent emission control electrification recyclingrecycling of the automobile We help improve air quality, make electrified transport possible and tackle resource scarcity 5 5 With a robust financial performance and a global presence Key figures (FY 2019) Adj. Revenues EBITDA € 3.4 bn € 753 m Adj. EBIT ROCE € 509 m 12.6% 40% - Europe Revenues* by Clean geography 14% - North America mobility and R&D Recycling 6% of 4% - South America 75% of revenues revenues 39% - Asia-Pacific -
Umicore Intends to Launch Squeeze-Out for Remainder of Agosi
Press release 3 February 2021 – 08:30 am CET Umicore intends to launch squeeze-out for remainder of Agosi shares Umicore has informed its listed subsidiary Allgemeine Gold- und Silberscheideanstalt AG (“Agosi”) that it intends to purchase the 8.8 % shares it does not yet own from Agosi’s minority shareholders through a merger squeeze-out in accordance with German law. To determine the cash compensation for Agosi’s minority shareholders, a valuation of Agosi will be carried out by an independent valuer appointed by Umicore and a court-appointed auditor. Following a squeeze-out and subsequent delisting, Umicore would have flexibility to consider strategic options for the Jewelry & Industrial Metals activities within Agosi. These activities perform well from a commercial and financial point of view and Umicore wants to explore the best conditions for their further development. Umicore expects that the merger squeeze-out would be resolved upon by the general meeting of Agosi in the second or third quarter of 2021. Note to the editor: Umicore acquired Agosi upon the acquisition of the Precious Metals Group (“PMG”) in 2003 and currently holds 91.2 % of its shares. Agosi shares are listed on the Munich Freiverkehr stock exchange. Agosi, headquartered in Pforzheim, Germany, has an international presence and offers the full precious metals cycle and other precious metals services for the jewelry and coin industries, as well as for various industrial applications in electrical engineering, in automotive, in the chemical industry and in medical technology. Agosi’s activities are integrated in Umicore’s Jewelry & Industrial Metals business unit and one Agosi subsidiary is part of Umicore’s Electroplating business unit. -
Elia Group Full Year 2020 Results
Elia Group Full Year 2020 Results Wednesday, 3rd March 2021 Transcript produced by Global Lingo London – 020 7870 7100 www.global-lingo.com Elia Group Full Year 2020 Results Wednesday, 3rd March 2021 Elia Group Full Year 2020 Results Marleen Vanhecke: Good morning, ladies and gentlemen. Thank you for participating in our livestreamed event, which is being broadcast from a corona-proof studio in Brussels. It would have been nicer to meet you in person, of course, but the lockdown measures have forced us to present our full year results in another format. The setup is different, but we will keep you just as informed as we normally would. What hasn't changed are today's speakers. Elia Group is represented by Catherine Vandenborre, CFO, and by Chris Peeters, CEO, both in good health, as you can see. Today's programme is as follows. First, we will give you an overview of the headlines from 2020. We will talk with Chris Peeters about the acceleration of the energy transition and how Elia Group is managing it. Catherine Vandenborre will then present the financial results. And finally, we will present our conclusion and an outlook on the years to come. Before we start, I would like to present a disclaimer for today's presentation as mentioned on the title page. You must read the disclaimer before we can continue. I suppose you have all done it by now. Am I right? So let's immediately go to the first question for Chris. Marleen Vanhecke: Chris, looking back at 2020, it's impossible to avoid the corona crisis, of course. -
Dynavax Announces Full Enrollment of Phase II/III AIC Trial
Dynavax Announces Full Enrollment of Phase II/III AIC Trial BERKELEY, Calif., May 19 /PRNewswire-FirstCall/ -- Dynavax Technologies Corporation (Nasdaq: DVAX), a biopharmaceutical company focused on the discovery, development, and commercialization of innovative products to treat and prevent allergies, infectious diseases and chronic inflammatory diseases, today announced that its Phase II/III clinical trial of AIC for ragweed allergy, which started in late February 2004, has been fully enrolled. The double blind, placebo controlled study involves 462 subjects at 30 sites in the U.S. and will be completed over the next 18 months. The immunization schedule, consisting of six injections over six weeks, will be completed by June. The clinical trial is being conducted in collaboration with UCB Pharma, a European pharmaceutical company that markets XYZAL® and developed ZYRTEC®, the leading prescription anti- allergy drug worldwide. Dynavax and UCB signed a global licensing and commercialization agreement covering ragweed and grass allergy immunotherapies in February 2004. The primary endpoint of the Phase II/III ragweed study will be nasal symptoms scores after the second ragweed season in the late summer and early fall of 2005, with secondary endpoints assessing symptoms, medication use and quality of life in both the first and second year. A blinded interim analysis will be made in late 2004 to assess safety and the appropriateness of commencing a one-year Phase III trial in early 2005. "The collaboration with UCB has been very effective, with both organizations working diligently to advance our ragweed program," said Dr. Dino Dina, president and CEO of Dynavax. "The rapid enrollment of our ragweed trial, particularly given its size and stringent enrollment criteria, is an early indication of the level of interest that both investigators and patients have in this therapy. -
Lamotrigine Orally Disintegrating Tablet
UnitedHealthcare Pharmacy Clinical Pharmacy Programs Program Number 2021 P 3001-14 Program Step Therapy - Anticonvulsants Medication/Therapeutic Anticonvulsants – Class Depakote®, Depakote ER®, Felbatol, Keppra® , Keppra® XR®, Lamictal®, Lamictal XR®, Lamictal ODT®, lamotrigine extended-release, lamotrigine orally disintegrating tablet, Lyrica, Mysoline, Neurontin®, Onfi, Oxtellar™ XR*, Qudexy XR* (brand and authorized generic), Sabril, Spritam*, Topamax®, Trileptal®, Trokendi® XR*, Zonegran® P&T Approval Date 8/2010, 11/2010, 11/2011, 2/2013, 11/2013, 4/2014, 7/2014, 11/2014, 4/2015, 1/2016, 6/2016, 6/2017, 9/2018, 9/2019, 10/2020, 6/2021 Effective Date 9/1/2021; Oxford only: N/A 1. Background Step Therapy programs are utilized to encourage use of lower cost alternatives for certain therapeutic classes. a. Multi-Source Brand Products This program requires a member to try the A-rated generic prior to receiving coverage for Depakote, Depakote ER, Felbatol, Keppra, Keppra XR, Lamictal, Lamictal ODT, Lamictal XR, Lyrica, Mysoline, Neurontin, Onfi, Sabril, Topamax, Trileptal and Zonegran. There will be exceptions for members with a documented diagnosis of a seizure disorder. For members with a claim for at least a 14 day supply of the A-rated generic in the previous 6 months, the prescription will process automatically. b. Modified Release Products This program requires a member to try levetiracetam immediate release, levetiracetam extended-release, levetiracetam solution, lamotrigine immediate release, divalproex sodium delayed release, Depakote delayed release, generic valproic acid, Depakene formulations, Depakote sprinkles, divalproex sodium sprinkles, oxcarbazepine or Trileptal prior to coverage of their respective modified release formulations: lamotrigine extended-release, lamotrigine orally disintegrating tablet, Oxtellar XR*, Qudexy XR*, Spritam and Trokendi XR*. -
UMICORE SA (GROUP) Brussels - Belgium | Manufacture of Basic Precious and Other Non- 2020 Ferrous Metals Significant Operations in at Least One Risk Country
EcoVadis Scorecard www.ecovadis.com UMICORE SA (GROUP) Brussels - Belgium | Manufacture of basic precious and other non- 2020 ferrous metals Significant operations in at least one risk country Publication date: 24 Jul 2020 Valid until: 24 Jul 2021 CSR Performance Insufficient Partial Moderate Advanced Outstanding Average score OVERALL SCORE ENVIRONMENT LABOR & HUMAN ETHICS SUSTAINABLE RIGHTS PROCUREMENT 73 /100 80 /100 80 /100 60 /100 60 /100 99th Weight Weight Weight Weight percentile Overall score distribution Theme score comparison 100 UMICORE SA (GROUP) ENVIRONMENT LABOR & HUMAN 100% 80 73 RIGHTS 60 75% 40 20 50% 50.36 41.55 25% 0% 4.36 3.74 SUSTAINABLE ETHICS 0 0 25 45 65 85 100 PROCUREMENT All companies assessed by EcoVadis in this industry UMICORE SA (GROUP) score All companies assessed by EcoVadis in this industry Strengths and Improvement Areas Environment Weight Strengths (38) Policies Strengths Quantitative objectives set on some relevant issues [i.e. GHG emissions, water] Comprehensive policy on a majority of environmental issues Endorsement of external initiative on environmental issues [i.e. The International Platinum Group Metals Association (IPA), Eurometaux, CIRAF, Fachvereinigung Edelmetalle] Actions Strengths Company-specific emergency preparedness and response procedure regarding local pollution Measures to minimize odor generation in rendering plant operations Control measures to monitor and/or prevent contamination of groundwater Measures to reduce CO2 emissions from transport Formalized procedure related to materials / chemicals management (e.g. storing, handling, transportation) Purchasing of renewable energy Registration of substances to the ECHA Reuse by-products from the process as raw materials or as raw material substitutes in other processes Monitoring of pollutant concentrations into waste gas (e.g. -
Investor Presentation June 2021
Umicore Investor Presentation June 2021 Introduction to Umicore We are a global materials technology and recycling group One of three global A leading supplier of key The world’s leading leaders in emission control materials for rechargeable recycler of complex waste catalysts for light-duty and batteries used in electrified streams containing heavy-duty vehicles and transportation and portable precious and other for all fuel types electronics valuable metals 3 With a unique position in clean mobility materials and recycling Internal Plug-In Hybrid Combustion Engine Electric Vehicle Umicore provides: Umicore provides: Emission control catalysts Battery cathode materials and emission control catalysts Full Electric Vehicle Fuel cells Umicore provides: Umicore provides: Battery cathode materials Electro-catalyst and battery cathode materials Present across all drive trains and offering sustainable closed- loop services 4 Built on sound foundations Supportive Unique business Industry leader in megatrends & model sustainability legislation resource scarcity more stringent emission control electrification recyclingrecycling of the automobile We help improve air quality, make electrified transport possible and tackle resource scarcity 5 5 Unique position in Automotive Catalysts CATALYSIS Strong growth drivers: Umicore best positioned to Tightening emission norms for capture growth in growing LDV and HDD, in particular in gasoline segment; technology China, Europe and India leader in cGPF platforms in China and Europe Significant value uplift -
Colruyt Group Increases Stake in Holding That Includes Fashion Retailer ZEB
PRESS RELEASE - Halle (Belgium) – 3 September 2020 (17h45 CET) Colruyt Group increases stake in holding that includes fashion retailer ZEB On 3 September 2020 Colruyt Group increased its stake in Fraluc Group from 68% to over 96%. Fraluc is the holding that includes the fashion retail chains ZEB, PointCarré, The Fashion Store and ZEB For Stars. The management teams of the respective companies remain unchanged. On 21 June 2014 Colruyt Group acquired a 50% stake in the Belgian fashion retailer ZEB through the company Fraluc NV. As part of the agreement, the management agreed to grant put and call options, enabling Colruyt Group to gain control over ZEB via Fraluc NV. In the meantime, ZEB has continued to develop within the Fraluc Group, which also comprises PointCarré, The Fashion Store and ZEB For Stars. At the end of the financial year 2019/20, Colruyt Group held 68% of the Fraluc Group shares. On 3 September 2020, Colruyt Group and Fraluc Group's management entered into an agreement to increase Colruyt Group's stake in Fraluc Group to over 96%. The management remains on board in its current composition. The parties agreed not to disclose any details on the terms of the transaction. The transaction is subject to approval by the Belgian Competition Authority (BCA), which is expected to be obtained in the coming weeks. Following approval by the BCA, the stake held in Fraluc Group will be fully consolidated as a subsidiary of Colruyt Group and no longer be accounted for as a joint venture using the equity method. Contacts For questions on this press release or for further information, please contact us as follows: Journalists: Silja Decock (Press Officer) Tel. -
Umicore 2020 FY Presentation
Umicore FY 2020 performance 11 February 2021 Overview Highlights 2020 2021 outlook Maintaining strategic course while responding effectively to COVID-19 crisis 2020 business review 2020 financial review Wrap-up Q&A Umicore FY 2020 performance 2 Highlights 2020 Record earnings in unprecedented conditions ENERGY & SURFACE CATALYSIS TECHNOLOGIES RECYCLING Significant impact of pandemic Impact of pandemic on several end-markets Record performance with a on automotive market in H1 nearly doubling of adj. EBIT Umicore disproportionately Excluding impact of excess YoY, reflecting strong growth exposed to market recovery in inventories, Umicore’s EV across all business units H2 due to strong position in cathode materials volumes grew gasoline for LDV broadly in line with EV battery Exceptional metal price demand environment Strict cost management and operational excellence Adj. EBIT reflecting underutilized High activity levels despite initiatives capacity and pricing pressure in COVID-19 crisis and favorable China, as well as costs related to trading conditions recent and ongoing expansions Umicore FY 2020 performance 3 2021 outlook 2021 outlook Umicore expects to achieve substantial growth in earnings in 2021, with growth in all business Groups Given the current limited visibility, this outlook statement is made under the assumption that the ongoing COVID-19 outbreak would not result in additional material or protracted disruptions to the economy or Umicore’s operations CATALYSIS ENERGY & SURFACE RECYCLING TECHNOLOGIES Substantial growth in sales volumes of Favorable metal prices Further benefit from leading edge cathode materials for EVs technology offering in gasoline Supportive supply mix and applications for LDV in China and Persisting Chinese overcapacity and moderate volume growth in Europe pricing pressure Precious Metals Refining Initial impact of China VI legislation Some € 50m increase in fixed costs in If current elevated metal price for HDD applications Rechargeable Battery Materials levels were to prevail throughout the year, Adj.