Events after the end of the reporting period

On 26 April 2022, Galapagos held an extraordinary shareholders' meeting, followed by its annual shareholders’ meeting. All agenda items were approved. The extraordinary shareholders' meeting resolved to amend the articles of association in light of the implementation of a one-tier board structure in accordance with the Belgian Companies and Associations Code, with the board of directors replacing the supervisory board and the executive committee replacing the management board. The annual shareholders' meeting approved (a) the appointment of Stoffels IMC BV (permanently represented by Dr. Paul Stoffels) as director, and (b) the appointments of Jérôme Contamine and Dr. Dan Baker as independent directors within the meaning of article 7:87 of the Belgian Companies and Associations Code and article 3.5 of the Belgian Corporate Governance Code 2020. Subsequently, the (new) unitary board has appointed Stoffels IMC BV (permanently represented by Dr. Paul Stoffels) as chair of the board of directors.

The mandates of Howard Rowe and Katrine Bosley as members of the board of directors came to an end on 26 April 2022. 

On 3 May 2022, the members of the executive committee were offered Restricted Stock Units (‘RSUs’), subject to acceptance. The RSUs are offered for no consideration. Each RSU represents the right to receive, at Galapagos’ discretion, one Galapagos share or a payment in cash of an amount equivalent to the volume weighted average price of the Galapagos share on Euronext Brussels over the 30-calendar day period preceding the relevant vesting date. The first RSU grant will vest in full three years after the offer date. The second RSU grant has a four-year vesting period, with 25% vesting each year and a first vesting date on 1 May 2023. For the members of the executive committee, any vesting prior to the third anniversary of the offer date will always give rise to a payment in cash. The RSUs are not transferable.

The table below sets forth the total number of RSUs offered to each member of the executive committee (subject to acceptance):