UCB Data Protection Notice for Shareholders

1.  WHO WE ARE AND HOW YOU CAN CONTACT US

UCB or we means UCB SA/NV, a Belgian company, listed on Euronext Brussels, with registered office at 60, Allée de la recherche, 1070 Anderlecht.
As the controller, i.e. the legal entity that decides why and how information relating to you (personal data) is collected and processed in the context of your business relationship with UCB, we respect your right to privacy. We will only process your personal data as described in this UCB Data Protection Notice for Shareholders (the Notice) and in accordance with the relevant data protection legislation, including Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (the General Data Protection Regulation or GDPR).

We have a data protection officer (DPO), who can be contacted by any of the following means for any privacy-related questions, including regarding how we collect, store and use your personal data:

  • E-mail: dataprivacy@ucb.com; or
  • Regular mail:  UCB SA/NV, to the attention of the (global) Data Protection Officer, Allée de la recherche 60, 1070 Anderlecht

2.  THE REASON BEHIND THIS PRIVACY POLICY

The Notice governs the collection, use and retention by UCB of personal data relating to UCB’s (former, current and future) shareholders, holders of other UCB securities, investors and to their proxy holders and representatives, if any.

The Policy consists of five main components and informs you about:

  1. Who we are and how you can contact us;
  2. The reason behind this Policy;
  3. The purposes for which we process your personal data and the related legal basis under the GDPR;
  4. What your rights are in relation to the personal data we hold about you and how you can exercise them; and
  5. Further details on how we process (including share) your personal data.

 

This Policy may be updated periodically to reflect changes in our personal data processing practices. In that case, we will inform you of any significant changes by posting a prominent notice on UCB.com.

3.  THE PURPOSES FOR WHICH WE PROCESS YOUR PERSONAL DATA AND APPLICABLE LEGAL BASIS

The table below indicates per purpose the categories of personal data we collect and process about you, the source from whom we obtained such information, who we share your personal data with, on what legal basis and how long we retain your personal data.

 

Shareholders
1. In order to prepare for and manage the attendance and voting procedures for shareholders’ meetings, UCB:
Collects the following personal data about you: Receives this data from: Relies on the following GDPR legal basis: Retains (**) your personal data for: Shares your personal data with:
1. Identification data: name, date of birth, copy of identity card, national identification number, nationality;
2. Contact details: address, e-mail address;
3. Financial details: bank account number, identification of the bank – only for distributions to registered shareholders;
4. Information regarding the shares held by you: e.g. number and type of shares;
5. Voting instructions (in case of power of attorney) and voting behaviour;
6. and the above information with regard to represented ‘one-man’ legal entities that are (former, current or future -) holders of UCB securities and/or investors of/in UCB.


Failure to provide the abovementioned personal data will lead to exclusion from participation to the shareholders ‘meeting.		 - You
- Your bank		 Processing is necessary for compliance with our legal obligations For as long as we are legally required to maintain this information UCB affiliates and third party processors (as detailed in Section 5.A)
2. In order to analyse UCB’s shareholding and investor database, UCB:
Collects the following personal data about you: Receives this data from: Relies on the following GDPR legal basis: Retains (**) your personal data for: Shares your personal data with:
1. Identification data: name, date of birth, copy of identity card, national identification number, nationality;
2. Information regarding the shares held by you: e.g. number and type of shares;		 - You Processing necessary for the purpose of the legitimate interests pursued by UCB to manage, analyse and update its shareholding and investor database. To this end, UCB strives to maintain a fair balance between its need to process your personal data and the preservation of your rights and freedoms, including the protection of your privacy.

For more information or if you have any questions regarding how we assess this balance, please contact us through any one of the channels set out under Section 1 above (“Who we are and how you can contact us”).		 For as long as you remain a registered UCB shareholder UCB affiliates and third party processors (as detailed in Section 5.A)
3. In order to manage the register of nominative shareholders, UCB:
Collects the following personal data about you: Receives this data from: Relies on the following GDPR legal basis: Retains (**) your personal data for: Shares your personal data with:
1. Identification data: name, date of birth, copy of identity card, national identification number, nationality;
2. Information regarding the shares held by you: e.g. number and type of shares;
3. and the above information with regard to represented ‘one-man’ legal entities that are (former, current or future -) holders of UCB securities and/or investors of/in UCB.		 - You Processing is necessary for compliance with our legal obligations For as long as you remain a registered shareholder UCB affiliates and third party processors (as detailed in Section 5.A)
4. In order to pay dividends and other distributions to UCB shareholders and/or holders of other UCB securities, UCB:
Collects the following personal data about you: Receives this data from: Relies on the following GDPR legal basis: Retains (**) your personal data for: Shares your personal data with:
1. Identification data: name, date of birth, copy of identity card, national identification number, nationality;
2. Information regarding the shares held by you: e.g. number and type of shares;
3. and the above information with regard to represented ‘one-man’ legal entities that are (former, current or future -) holders of UCB securities and/or investors of/in UCB.		 - You Processing is necessary for compliance with our legal obligations For as long as we are legally required to maintain this information UCB affiliates and third party processors (as detailed in Section 5.A)
5. In order to enable UCB to send you direct marketing communications (including roadshows and presentations to potential investors) by email or other electronic means, UCB:
Collects the following personal data about you: Receives this data from: Relies on the following GDPR legal basis: Retains (**) your personal data for: Shares your personal data with:
1. Your identification details : first name (*), last name (*)
2. Your contact details : e-mail address (*)
3. Whether you opted in to receiving such communications
4. Whether you opted out to receiving such communications


Failure to provide personal data with an (*) will lead to your request for subscriptions being denied.		 - You Processing based on your consent For the duration of your subscription UCB affiliates and third party processors (as detailed in Section 5.A)

(**) We will retain your personal data in accordance with the retention periods set out in the above table. These retention periods included in our data retention policy are dictated by:

  • Applicable statutory/legal requirements;
  • Industry guidelines, and
  •  For those data categories for which no express statutory or legal requirements apply, certain other determining factors such as the need to prove or enforce a transaction or contract, enforce our policies, etc.

We will delete your personal data once the abovementioned retention periods will have expired or if you object to or withdraw your consent to our processing of your personal data (to the extent such processing is based on your consent), except where we need to hold on to such data for the establishment, exercise or defense of legal claims, for the protection of the rights of another natural or legal person or for compliance with a European or European Member State legal obligation which requires such further processing.

4.  YOUR RIGHTS AND HOW YOU CAN EXERCISE THEM

 

4.A.    Your rights

Right of access

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You have the right to obtain confirmation from us as to whether or not we process personal data about you, and where this is the case, access to your personal data. You have the right (as far as this does not adversely affects the rights and freedoms of others) to obtain a copy of your personal data from us.
For more information, please check section 4.B “How to exercise your rights.

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Right to rectification

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You have the right to ask us to rectify without undue delay any inaccurate personal data concerning you. You can also ask us to complete incomplete personal data regarding you by providing us with a supplementary statement containing such additional information.

For more information, please check section 4.B “How to exercise your rights”.

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Right to erasure

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You have the right to ask us to erase without undue delay personal data concerning you, where one of the following grounds apply:
- Your personal data are no longer necessary in relation to the purposes for which they were processed;
- You have withdrawn your consent - for those processing activities based on your consent – and we have no other legal ground for such processing;
- You object to the processing of your personal data (for more information on the right to object, see further below) and there are no overriding legitimate grounds for such processing;
- Your personal data have been unlawfully processed;
- Your personal data must be erased for compliance with a European or European Member State legal obligation to which UCB is subject;
Please note that your right to erasure will not apply to the extent that processing is necessary for:
- exercising the right of freedom of expression and information;
- compliance with a European or European Member State Law to which UCB is subject;
- reasons of public interest in the area of public health in accordance with article 9(2)(h) and (i) GDPR as well as article 9(3) GDPR

- archiving purposes in the public interest, scientific or historical research purposes or statistical purposes in accordance with the relevant provisions of the GDPR;

- the establishment, exercise or defense of legal claims.

For more information, please check section 4.B “How to exercise your rights".

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Right to restriction on processing

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You have the right to obtain from UCB restriction of processing by UCB of your personal data where one of the following applies:
- You contest - in good faith - the accuracy of personal data regarding you and held by us, in that case the restriction of processing will apply for a period enabling us to verify the accuracy of your personal data;
- The processing is unlawful and you oppose the erasure of your personal data and request restriction of their use instead;
- We no longer need your personal data, but you require them for the establishment, exercise or defense of legal claims;
- You have objected to the processing of your personal data by UCB in accordance with the relevant GDPR provision, in that case the restriction of processing will apply for a period enabling us to verify if our legitimate grounds override yours.

Please note that notwithstanding the above, we are still allowed to continue storing your personal data (throughout the period of restriction) or to process your personal data for the establishment, exercise or defense of legal claims or for the protection of the rights of another natural or legal person. If you have requested restriction of processing, we will inform you before the restriction of processing is lifted. For more information, please check section 4.B “How to exercise your rights”.

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Right to data portability

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You have the right (insofar this does not adversely affects the rights and freedoms of others) to receive the personal data concerning you, that you have provided to UCB, in a structured, commonly used and machine-readable format and to transmit those data to another controller, without hindrance from UCB, where the processing is:
- based on your consent or on a contract; and
- carried out by automated means

For more information, please check section 4.B “How to exercise your rights”.

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Right to objection to processing

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You have the right to object at any time, on grounds relating to your specific situation, to the processing of your personal data by UCB which is based on UCB’s pursuit of its legitimate interests as a controller. In that case UCB will no longer process your personal data, unless:
- UCB demonstrates compelling legitimate grounds for the processing which override your interests, rights and freedoms; or
- For the establishment, exercise or defense of legal claims.

You have the right to object at any time to the processing of your personal data for direct marketing purposes, which includes profiling to the extent that it is related to such direct marketing. For more information, please check section 4.B “How to exercise your rights”.

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Right to withdraw consent

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Where the processing is based on your consent, you have the right to withdraw that consent at any time, without affecting the lawfulness of processing based on consent before its withdrawal.

For more information, please check section 4.B “How to exercise your rights”.

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4.B.    How to exercise your rights

If you wish to exercise any of the rights mentioned above, please contact UCB as set out under section 1 (“Who we are and how you contact us”). Please clearly identify the right(s) you wish to exercise and include your contact details (including a valid e-mail or postal address) so that we can respond to your request. Please note that you may be asked to provide proof of your identity for verification purposes.

When you contact us to exercise any of the rights mentioned above, we will respond to your request within one month following receipt of the request. This period may be extended by two additional months where necessary, but in that case we will inform you of any such extension within one month of receipt of your initial request together with the reasons for the delay.

Right to lodge a complaint with supervisory authority

In accordance with article 77 GDPR you have the right to lodge a complaint with a supervisory authority, in particular in the European Member State of your habitual residence, place of work or place of the alleged infringement, if you consider that UCB’s processing of your personal data infringes the GDPR. Please visit the website of the relevant supervisory authority for more information on how to submit such a complaint.

5.  MORE DETAILS ON HOW WE PROCESS YOUR PERSONAL DATA

5.A.    Who we share your personal data with

Principle

We will disclose your personal data only as described in this Policy (including as further detailed above), as may be updated from time-to-time.

Affiliates and third party processors
UCB transfers or discloses your personal data to certain affiliates and to third party service providers processing personal data on UCB’s behalf for the purposes set out above.

Third party service providers include IT service providers, paying agents, banks and service providers assisting in organizing shareholders’ meetings. These service providers provide their services from locations within and outside of the European Economic Area (“EEA”).

Other third parties include regulatory and government agencies (see further below in this Policy), and potentially, third parties with whom UCB may merge or which may be acquired by UCB (see further below in this Policy).

Compliance with laws and legal proceedings
UCB will disclose your personal data where:
- UCB is required to do so by applicable law, by a governmental body or by a law enforcement agency;
- To establish or exercise our legal rights or defend against legal claims;
- To investigate, prevent or take actions against illegal activities, suspected fraud, situations involving potential threats to the physical safety of any person, violations of our policies or as otherwise required by law.

Other
If a third party acquires all (or substantially all) of our business and/or assets, we will disclose your personal data to that third party in connection with the acquisition. However, such disclosure will occur subject to and in accordance with applicable data protection laws, including the GDPR.

5.B.         International transfers

UCB will transfer your personal data to its affiliates, including to affiliates outside of the EEA. In that case  UCB relies on UCB's Binding Corporate Rules .


Furthermore, UCB will transfer your personal data to certain third party service providers both within and outside the EEA for the purposes set out above. Such non-EEA countries may not offer the same level of personal data protection as EEA countries. We will therefore put in place suitable safeguards to ensure such transfer is carried out in compliance with the applicable data protection rules.

The transfer of your personal data to (other) third party service providers outside of the EEA (as set out above under Section 5.B) occurs on the basis of Standard Contractual Clauses that have been executed between UCB and the relevant third party service provider. For more information on these Standard Contractual Clauses, please reach out to us as set out above under Section 4.B (How to exercise your rights).