Galapagos NV’s share capital and shares

Share capital increases and issue of shares by Galapagos NV in 2015

On 1 January 2015, the share capital of Galapagos NV amounted to €163,904,134.89 represented by 30,299,129 shares. In the course of 2015 there were four capital increases resulting from the exercise of warrants, resulting in the issuance of 1,244,714 new shares, an increase of the share capital by €6,733,902.74 and an increase of the issuance premium account by €5,269,197.19. In addition, on 19 May 2015, Galapagos NV issued 7,532,499 new shares in the framework of a concurrent public offering in the U.S. and private placement in Europe and countries other than the U.S. and Canada, resulting in an increase of the share capital by €40,750,819.59 and an increase of the issuance premium account by €237,951,643.41. At the end of 2015, the total share capital of Galapagos NV amounted to €211,388,857.22 represented by 39,076,342 shares.

On 30 April 2015, the Board of Directors issued 532,053 warrants (after acceptances) within the framework of the authorized capital, for the benefit of the Directors and an independent consultant of Galapagos NV, and of employees of the Group under a new warrant plan (“Warrant Plan 2015”). The offer of warrants to the Directors and to the members of the Executive Committee under Warrant Plan 2015 was approved by the Annual Shareholders’ Meeting of 28 April 2015. The warrants issued under Warrant Plan 2015 have a term of eight years and an exercise price of €28.75.

On 21 December 2015, the Board of Directors conditionally issued up to 700,000 warrants (subject to acceptance by the beneficiaries) within the framework of the authorized capital, for the benefit of the Directors and an independent consultant of Galapagos NV, and of employees of the Group under new warrant plans (“Warrant Plan 2015 (B)” and “Warrant Plan 2015 RMV”). The offer of warrants to the Directors and to the members of the Executive Committee under Warrant Plan 2015 (B) was approved by the Special Shareholders’ Meeting of 22 December 2015. The warrants issued under Warrant Plan 2015 (B) and Warrant Plan 2015 RMV have a term of eight years and an exercise price of €49.00. The acceptance of, in aggregate, 496,500 warrants under these two warrant plans was enacted on 2 March 2016.

Number and form of Galapagos shares

Of the 39,076,342 shares of Galapagos NV outstanding at the end of 2015, 538,696 were registered shares and 38,537,646 shares were dematerialized shares. All shares are issued and fully paid up and are of the same class.

Rights attached to Galapagos shares

Each share (i) entitles its holder to one vote at the Shareholders’ Meetings; (ii) represents an identical fraction of the share capital and has the same rights and obligations and shares equally in the profit of Galapagos NV; and (iii) gives its holder a preferential subscription right to subscribe to new shares, convertible bonds or warrants in proportion to the part of the share capital represented by the shares already held. The preferential subscription right can be restricted or cancelled by a resolution approved by the Shareholders’ Meeting, or by the Board of Directors subject to an authorization of the Shareholders’ Meeting, in accordance with the provisions of the Belgian Companies Code and Galapagos NV’s articles of association.

Galapagos NV’s authorized capital

In accordance with the articles of association, the Extraordinary Shareholders’ Meeting of Galapagos NV authorized the Board of Directors to increase the share capital of Galapagos NV, in one or several times, and under certain conditions set forth in extenso in the articles of association of Galapagos NV. This authorization was renewed and is valid for a period of five years from the date of this renewal, i.e. 23 May 2011. The Board of Directors may increase the share capital of Galapagos NV within the framework of the authorized capital for an amount of up to €142,590,770.44. In 2015, Galapagos NV’s Board of Directors made use of the right to increase the capital in the framework of the authorized capital on three occasions: (1) on 30 April 2015, in connection with the issuance of Warrant Plan 2015 under which a maximum of 532,053 new shares can be issued for a total maximum capital increase of €2,878,406.73 (plus issuance premium); (2) on 19 May 2015, in connection with the concurrent public offering in the U.S. and private placement in Europe and countries other than the U.S. and Canada, resulting in an increase of the share capital by €40,750,819.59 (plus issuance premium) and the issuance of 7,532,499 new shares; and (3) on 21 December 2015, in connection with the issuance of Warrant Plan 2015 (B) and Warrant Plan 2015 RMV, under which (subject to the acceptance of the offered warrants by the beneficiaries) an aggregate maximum of 700,000 new shares could be issued for a total maximum capital increase of €3,787,000.00 (plus issuance premium). On 31 December 2015, an amount of €70,410,696.51 still remained available under the authorized capital.

When increasing the share capital within the limits of the authorized capital, the Board of Directors may, in Galapagos NV’s interest, restrict or cancel the shareholders’ preferential subscription rights, even if such restriction or cancellation is made for the benefit of one or more specific persons other than the employees of the Group.

Procedure for changes in Galapagos NV’s share capital

In accordance with the Belgian Companies Code, Galapagos NV may increase or decrease its share capital by decision of the Extraordinary Shareholders’ Meeting approved by a majority of 75% of the votes cast, at a meeting where at least 50% of the share capital of Galapagos NV is present or represented. If the attendance quorum of 50% is not met, a new Extraordinary Shareholders’ Meeting must be convened at which the shareholders may decide on the agenda items, irrespective of the percentage of share capital present or represented at such meeting. In this respect, there are no conditions imposed by Galapagos NV’s articles of association that are more stringent than those required by law.

Within the framework of the powers granted to it under the authorized capital, the Board of Directors may also increase Galapagos NV’s capital as specified in its articles of association.

Purchase and sale of Galapagos treasury shares

In accordance with the Belgian Companies Code, Galapagos NV may purchase, subject to the provisions of the Belgian Companies Code, Galapagos NV’s own shares and dispose thereof by decision of the Extraordinary Shareholders’ Meeting approved by a majority of 80% of the votes cast, at a meeting where at least 50% of the share capital of Galapagos NV is present or represented. If the attendance quorum of 50% is not met, a new Extraordinary Shareholders’ Meeting must be convened at which the shareholders may decide on the agenda items, irrespective of the percentage of share capital present or represented at such meeting. The aforementioned rules are also applicable to the acquisition of shares of Galapagos NV by its subsidiaries.

The Board of Directors has currently not been authorized by an Extraordinary Shareholders’ Meeting to purchase or sell its own shares.

On 31 December 2015, neither Galapagos NV nor any subsidiary of Galapagos NV held any shares in Galapagos NV, nor did any third party hold any shares in Galapagos NV on behalf of Galapagos NV or any of its subsidiaries either.

Anti-takeover provisions in Galapagos NV’s articles of association

Galapagos NV’s articles of association currently do not contain any anti-takeover provisions.

Anti-takeover provisions under Belgian law

Under Belgian law, public takeover bids for all outstanding voting securities of the issuer are subject to the supervision of the FSMA. If the latter determines that a takeover violates Belgian law, it may lead to suspension of the exercise of the rights attached to any shares that were acquired in connection with the envisaged takeover. Pursuant to the Belgian Law of 1 April 2007 on public takeovers, a mandatory takeover bid must be made when, as a result of its own acquisition or the acquisition by persons acting in concert with it, a person owns, directly or indirectly, more than 30% of the securities with voting rights in a company with registered office in Belgium whose securities are admitted to trading on a regulated or recognized market. The acquirer must offer to all other shareholders the opportunity to sell their shares at the higher of (i) the highest price offered by the acquirer for shares of the issuer during the 12 months preceding the announcement of the bid or (ii) the weighted average price of the shares on the most liquid market of the last 30 calendar days prior to the date on which it became mandatory for the acquirer to launch a mandatory takeover bid for the shares of all other shareholders.

Procedure for amendments to Galapagos NV’s articles of association

Pursuant to the Belgian Companies Code, any amendment to the articles of association, such as an increase or decrease in the share capital of Galapagos NV, and certain other matters, such as the approval of the dissolution, merger or de-merger of Galapagos NV may only be authorized with the approval of at least 75% of the votes validly cast at an Extraordinary Shareholders’ Meeting where at least 50% of Galapagos NV’s share capital is present or represented. If the attendance quorum of 50% is not met, a new Extraordinary Shareholders’ Meeting must be convened at which the shareholders may decide on the agenda items, irrespective of the percentage of share capital present or represented at such meeting.