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        The UCB Group, one of the largest enterprises in Belgium, is a world class pharmaceutical and specialty chemical company.

        Founded on January 18, 1928, it has merged with other companies, themselves often the result of previous mergers. One of these was the owner of the oldest chemical factory in Belgium, built in the 18th century on a site at Drogenbos, and which is still in operation.

        The business activities of UCB are centred around two industrial Sectors: Pharma and Surface Specialties. The Group has withdrawn from its most cyclical activities and its strategy consists of specialising in product ranges with high added value, resulting from the company's own research, in markets where UCB aims to be amongst the world leaders.

        Each Sector has a decentralised organisation, with profit centres by type of market or activity. The strategic guidelines of the Group are fixed by the Executive Committee, which, with assistance from Central Services, is responsible for the co-ordination and control of the two Sectors in the fields of finance, administration, legal, human resources and investment. This type of management structure gives UCB the flexibility to seize opportunities, take decisions rapidly and provide the best possible service to the customer.

        The development of markets and products is reflected in the structure. The UCB Group currently comprises the parent company, UCB SA, together with about one hundred and fifty subsidiaries and associated companies in Europe, but also in the Americas and Asia, in countries with rapid growth. UCB also covers the whole world through its agents, distributors and licensees and its products are sold in virtually every country.

        The Group is headquartered in Brussels (Belgium) and employs about 12,000 people, of whom more than half are in the Pharma Sector. Nearly two thirds of those employed work in Europe. With also a strong presence through operations in the US and Asia, UCB has grown into company with a global reach.

        PHARMA SECTOR

        The aim of the Pharma Sector is the research, production and marketing of prescription medical products, covering the fields of the allergy/asthma and neurology.

        Research is particularly significant in the pharmaceutical field. Two-thirds of UCB Group expenditure on Research and Development is in the Pharma Sector, where it accounts for about 15% of turnover.

        The development of a new medicine is long and complex. There is a period of more than ten years between the discovery of a new molecule and the marketing of a new drug.

        Many stringent tests and controls have to be carried out on a new medicine before it is released to the medical profession.

        The major pharmaceutical specialties include:

        Keppra (levetiracetam), a new antiepileptic, which significantly reduces the frequency of epileptic attacks ;

        Xyzal (levocetirizine) and Zyrtec (cetirizine), antiallergics prescribed for seasonal rhinitis, perennial rhinitis and chronic idiopathic urticaria;

        Nootropil (piracetam), a cerebral function regulator and first in the class of "nootropic" agents;

        Lortab (hydrocodone-paracetamol), an analgesic which reduces sensitivity to most types of pain.

        Atarax (hydroxyzine), a non-benzodiazepinic tranquilliser, which has given its name to a therapeutic class, the ataraxics;

        Balsoclase-Sedotussin-Toclase (pentoxyverine), a codeine-free anticough medicine widely viewed in the English-speaking world as one of the most powerful non-morphinic remedies;

        Mistabron (mesna), mucolitic, Postafene (meclizine), one of the first antihistamines, Longifene (buclizine), another antihistamine, Catabex (dropropizine), anticough, BUP-4, for the treatment of urinary incontinence, Stogar, for the treatment of gastric ulcers. Other medicines, such as Somatostatin-UCB (treatment of patients suffering from haemorrhaging of the oesophagus and post-operative gastro-intestinal fistulas) and Rocornal (treatment of heart attacks), account for a significant part of the sales.

        Zyrtec/Xyzal, Keppra and Nootropil are, without doubt, UCB's most important medicines. They are currently registered in around one hundred countries and evoke a constantly growing interest from the medical profession throughout the world.

        UCB is also present in biotechnology, through UCB-Bioproducts. Its objectives are to make available to the scientific community peptides by extraction or synthesis, to improve the technology of peptide synthesis and to synthesise new peptides or biologically active "peptidomimetics". This unit's research programmes have resulted in the launching of original therapeutically active substances.

        SURFACE SPECIALTIES

        Surface Specialties is focused on the manufacture of technically innovative products and solutions for surface applications, where it is amongst the world leaders. These specialties are regrouped as follows in three Business Units : Coating Resins & Additives, Films & Adhesives and Technical Resins.

        1. Business Unit Coating Resins & Additives :

        In coatings today there are three technologies that are considered eco-friendly coating systems : radiation cured coatings, waterborne coatings and powder coatings. By acquiring Solutia's resins and additives, Surface Specialties is now a world leading supplier of resins for each of these growing eco-friendly technologies.

        Radcure resins harden instantaneously when they are submitted to ultraviolet rays or accelerated electron beams. Applications are numerous : these resins are used for graphic arts in the composition of inks and varnishes, and also for industrial coatings, on paper, wood, glass, metal and plastic. This technology meets three requirements : high productivity, low energy consumption and avoidance of solvent emissions (trademarks : Ebecryl, Uvekol, Uvecoat, Viatkin, Viaflex, Viascreen);

        liquid coating resins, including aqueous dispersions and waterborne where water is used as a vehicle for oligomers : this makes it possible to use binders of a higher molecular weight and to eliminate certain solvant and reactive dilutants, which will reduce solvent emissions in wall paintings, metal coatings and automotive coachwork. With the same objective of offering ecologically acceptable products, Surface Specialties is developing a range of aqueous dispersible polyurethanes, curable by UV beam, which would give an attractive and particularly resistant finish to wood and PVC floors (trademarks : Resydrol, Beckopox, Ucecoat DW);

        polyester resins for powder coatings for the protection of metallic surfaces, applied by an electrostatic process without solvents, which make them environment friendly. They are used particularly in the car industry, in building components and white goods (trademarks : Crylcoat, Alftalat) ;

        additives, which are an important ingredient in high performance coatings for protective and decorative applications. The UCB product range includes additives for industrial, architectural, automotive and specialty coatings. Products are offered for waterborne, solvent-borne, high solids and powder coatings systems (trademarks : Additol, Modaflow).

        Technical resins : melamine and phenolic resins, as well as unsaturated polyester resins, are the basis of heavy duty laminated surfaces and are used in the production of wood floorings, paper, wood composites, car tyres, electronic components, boat hulls and a variety of other applications.

        Textile coatings : polyurethane resins mainly used for textile coatings, with trademark Breathe for breathable textiles and Ucecoat for the other textile coatings, including artificial leather. 2. Business Unit Films & Adhesives :

        bi-axially oriented polypropylene (BOPP) films, for example acrylic coated, offer excellent product appearance, due to its transparancy, brilliance and flexibility. It is suitable for packaging of both food and other end-products, such as cosmetics and overwrapping (trademark : Propafilm) ;

        speciality BOPP films for application of self-adhesive labels, with the trademarks Rayoart, Rayoweb and Rayoface replacing traditional paper labels ; these are used as labels for bottles, flasks or other types of packaging. This technology has the ecological advantage of simplifying and reducing the costs of recycling.

        Surface Specialties offers to this market both solvent and water emulsion pressure sensitive adhesives for labels, advertising lettering and vehicle marking, distributed under the trademarks : Gelva, Ucecryl, Ucefix, Solucryl ;

        the polymer BOPP substrate for security films. At present the main application is for bank notes and is used in about twenty countries. They have a life four times that of traditional paper notes, and are much more difficult to forge (trademark : Guardian) ;

        cellulose films, derived from wood pulp, are biodegradable ; the use of this product is important in food packaging, particularly for confectionery and soft cheese, and also for adhesive tapes. Apart from the food packaging, cellulose films have been developed for other uses, such as membranes for batteries, with increase performance and duration of life (trademark : Cellophane). By acquiring Solutia's resins, additives and adhesives businesses in early 2003, UCB has captured a unique opportunity to combine three highly complementary businesses into the newly created Surface Specialties. It allows UCB to pursue a clear growth strategy in both Pharma and Surface Specialties. The Pharma Sector, which is by far the main contributor to UCB's results, remains the primary development axis within the Group.

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