Related party transactions

On 26 January 2022, our current CEO was offered 1,000,000 subscription rights under Subscription Right Plan 2022 (B), which have been accepted on 24 March 2022. The number of accepted subscription rights under Subscription Right Plan 2022 (B) was enacted by notary deed on 25 March 2022. The subscription rights have an exercise term of eight years as of the date of the offer and have an exercise price of €50.  Each subscription right gives the right to subscribe for one new Galapagos share. The subscription rights can in principle not be exercised prior to 1 January 2026.

On 3 May 2022, members of the executive committee were offered new restricted stock units ('RSUs’), subject to acceptance. The RSUs are offered for no consideration. Four members of the executive committee accepted all RSUs offered to them. 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 rather than a delivery of shares.

On 6 May 2022, members of the executive committee were offered new subscription rights under Subscription Right Plan 2022 BE, subject to acceptance. A first portion of the number of accepted subscription rights under Subscription Right Plan 2022 BE  was enacted by notary deed on 7 July 2022. For three members of the executive committee, the suspensive condition of acceptance is still outstanding. The subscription rights have an exercise term of eight years as of the date of the offer. The exercise price of the subscription rights is €57.46 (the closing price of the Galapagos share on Euronext Amsterdam and Brussels on the day preceding the date of the offer). Each subscription right gives the right to subscribe for one new Galapagos share. For all the beneficiaries under Subscription Right Plan 2022 BE the subscription rights vest only and fully on the first day of the fourth calendar year following the calendar year in which the grant was made. The subscription rights are not transferable and can in principle not be exercised prior to 1 January 2026.

The table below sets forth the number of subscription rights offered under Subscription Right Plan 2022 (B) and Subscription Right Plan 2022 BE and the total number of RSUs accepted by each member of the executive committee during the first six months of 2022:

On 26 April 2022, Galapagos held an extraordinary shareholders’ meeting, followed by its annual shareholders’ meeting. All agenda items were approved, including the approval of (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.

During the first six months of 2022, other than as disclosed in the paragraph above, there were no changes to related party transactions disclosed in the 2021 annual report that potentially had a material impact on the financials of Galapagos of the first six months of 2022.