Shares, warrants or other rights to acquire shares awarded to, exercised by or expired for the Galapagos NV Executive Committee members during financial year 2014

In 2014, only warrants were offered to the members of the Executive Committee, and no shares or other rights to acquire shares were awarded. No warrants expired for members of the Executive Committee in 2014 and, in aggregate, 112,500 warrants were exercised by members of the Executive Committee in 2014 (30,000 warrants were exercised by Onno van de Stolpe, 5,000 warrants by Piet Wigerinck, 2,500 warrants by Andre Hoekema and 75,000 warrants by former Executive Committee member Guillaume Jetten. The Board of Directors does not consider the granted warrants as a variable remuneration, as they are not subject to any performance criteria. The following number of warrants were offered to and accepted by members of the Executive Committee in 2014: (i) under the Warrant Plan 2014, issued by the Board of Directors under the authorized capital on 25 July 2014, to each of Dr. Hoekema and Dr. Wigerinck: 40,000 warrants and to Mr. Van de Stolpe: 100,000 warrants; and (ii) under the Warrant Plan 2014 (B), issued by the Board of Directors under the authorized capital on 14 October 2014, to Mr. Bart Filius (who joined the Executive Committee per 1 December 2014): 150,000 warrants.

The warrants issued under Warrant Plan 2014 have an exercise price of €14.54 per warrant, a life time of 8 years, and vest only and fully at the end of the third calendar year after the year of the grant, except for Mr. Van de Stolpe, whose warrants vest over a period of 36 months at a rate of 1/36th per month. The warrants cannot be exercised prior to the end of the third calendar year after the year of the grant; they are not transferable, and each warrant gives the right to subscribe to one share of Galapagos NV.

The warrants issued under Warrant Plan 2014 (B) have an exercise price of €11.93 per warrant, a life time of 8 years, vest only and fully at the end of the third calendar year after the year of the grant, cannot be exercised prior to the end of the third calendar year after the year of the grant, are not transferable, and each warrant gives the right to subscribe to one share of Galapagos NV.

At the end of 2014, the CEO owned 364,226 shares of Galapagos NV and 765,000 warrants. The other members of the Executive Committee in function on 31 December 2014 held an aggregate of 20,352 shares and 680,000 warrants. The other members of the Board held an aggregate of 6,800 shares and 199,070 warrants. Each warrant entitles its holder to subscribe to one share of Galapagos NV.

The Board notes that Warrant Plan 2010 (C), Warrant Plan 2013 (B) and Warrant Plan 2014 (B), each pertaining to the issuance of warrants to a new member of the Executive Committee, were approved by the Board based on a general authorization of the Shareholders’ Meeting. Pursuant to provision 7.13 of the Belgian Corporate Governance Code 2009, however, schemes under which executive officers are remunerated in shares, share options or any other right to acquire shares should be subject to prior shareholder approval by way of a resolution at the Shareholders’ Meeting. However, given (i) the fact that the adoption of these warrant plans falls within the scope of the authorizations to the Board of Directors granted by the Extraordinary Shareholders’ Meetings of 2 June 2009 and 23 May 2011 to use the authorized capital for the issue of warrants in the framework of the remuneration policy for employees, directors and independent consultants of the Group and (ii) the interest of Galapagos NV in having the relevant beneficiaries join as soon as possible, the Board of Directors is of the opinion that it was not desirable to convene a Shareholders’ Meeting to grant its express prior approval for the adoption of Warrant Plans 2010 (C), 2013 (B) and 2014 (B).