Related party transactions

On 8 May 2023, members of the Executive Committee were offered new restricted stock units ('RSUs'). 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 2024. On 15 June 2023, a member of the Executive Committee, starting per 1 July 2023, was offered RSUs. The conditions of this subsequent grant are identical to the aforementioned second RSU grant. 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 5 May 2023, members of the Executive Committee were offered new subscription rights under Subscription Right Plan 2023 BE, subject to acceptance. A first portion of the number of accepted subscription rights under Subscription Right Plan 2023 BE was enacted by notary deed on 8 May 2023 and a second portion of the number of accepted subscription rights on 7 July 2023. For two 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 €35.11 (the average closing price of the Galapagos share on Euronext Brussels and Amsterdam during the 30 calendar days preceding this offer). On 15 June 2023, a member of the Executive Committee, starting per 1 July 2023, was offered subscription rights under Subscription Right Plan 2023 BE, subject to acceptance. The exercise price of these subscription rights is €38.58 (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 2023 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 can in principle not be exercised prior to 1 January 2027.

The table below sets forth the number of subscription rights offered under Subscription Right Plan 2023 BE and the total number of RSUs offered to each (future) member of the Executive Committee during the first six months of 2023:

On 25 April 2023, Galapagos NV held its Annual Shareholders’ Meeting. All agenda items were approved, including the approval of (a) the appointment of BDO Bedrijfsrevisoren BV, represented by Ellen Lombaerts, as new Statutory Auditor of the Company for a period of three years, (b) the re-appointment of Mr. Peter Guenter as an independent Director 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 for a period of four years, and (c) the re-appointment of Mr. Daniel O’Day and Dr. Linda Higgins as a non-independent Directors for a period of four years.

On 12 June 2023, the Board of Directors appointed Dr. Susanne Schaffert as non-executive independent Director by way of co-optation, replacing Dr. Rajesh Parekh who stepped down on 10 June 2023.

On 15 June 2023, Galapagos announced the appointment of Thad Huston as Chief Financial Officer and Chief Operating Officer, succeeding Bart Filius, as per 1 July 2023.

During the first six months of 2023, other than as disclosed in the paragraph above, there were no changes to related party transactions disclosed in the 2022 annual report that potentially had a material impact on the financials of Galapagos of the first six months of 2023.