Shareholders

Major shareholders of Galapagos NV

Based on the transparency notifications received by Galapagos NV under Belgian law and the statements of acquisition of beneficial ownership filed on Schedule 13G with the U.S. Securities and Exchange Commission under U.S. securities law, the shareholders owning 5% or more of its shares on 31 December 2015 were Van Herk Investments BV (3,423,363 shares or 8.76%), FMR LLC (2,732,508 shares or 6.99%), Federated Investors, Inc. (2,528,773 shares or 6.47%), Wellington Management Group LLP (2,359,857 shares or 6.04%) and Johnson & Johnson (2,350,061 shares or 6.01%).

Major shareholders on 31 December 2015

After 31 December 2015, we received a joint transparency notification from Gilead Sciences, Inc. and Galapagos NV notifying that Gilead Sciences, Inc., as a result of its entirely-controlled subsidiary Gilead Biopharmaceutics Ireland Unlimited Company subscribing to a capital increase and thus receiving 6,760,701 new shares of Galapagos NV on 19 January 2016, indirectly holds 14.75% of the shares of Galapagos NV outstanding on 19 January 2016. A 10% notification threshold of Galapagos NV’s voting rights was thus crossed. On 28 January 2016, we received a transparency notification from Wellington Management Group LLP, confirming that, as a result of the aforementioned capital increase, its shareholding had passively decreased below the lowest 5% notification threshold of Galapagos NV’s voting rights. On 1 March 2016, we received a transparency notification from Johnson & Johnson, indicating that affiliates under its control sold 2,350,061 shares. Johnson & Johnson continued to be a shareholder, but its shareholding decreased below the lowest 5% notification threshold of Galapagos NV’s voting rights. A pie chart representing our major shareholders based on transparency notifications received to date and the statements of acquisition of beneficial ownership filed on Schedule 13G filed with the SEC to date is available on our website, www.glpg.com.

At the end of 2015, the CEO owned 538,289 shares of Galapagos NV and 636,874 warrants. The other members of the Executive Committee held an aggregate of 17,852 shares and 740,000 warrants. The other members of the Board held an aggregate of 16,074 shares and 115,730 warrants. Each warrant entitles its holder to subscribe to one share of Galapagos NV.

Agreements between Galapagos NV shareholders

On the date of this report, Galapagos NV had no knowledge of the existence of any shareholders’ agreements between its shareholders.

Agreements with major Galapagos NV shareholders

On 23 October 2007, Galapagos NV entered into the Rheumatoid Arthritis Research Alliance and Option Agreement and the Reserved Program Option Agreement with Janssen Pharmaceutica NV, an affiliate of Johnson & Johnson. These agreements were terminated in March 2015. Moreover, on 1 March 2016, we received a transparency notification from Johnson & Johnson, indicating that affiliates under its control sold 2,350,061 shares. Johnson & Johnson continued to be a shareholder, but its shareholding decreased below the lowest 5% notification threshold of Galapagos NV’s voting rights.

Throughout 2015 there were no lock-up agreements in effect between Galapagos NV and any of its shareholders. On 19 January 2016, Gilead Sciences, Inc. and Galapagos NV completed the closing of their global collaboration for filgotinib (see “Subsequent events”), in the framework of which Gilead Biopharmaceutics Ireland Unlimited Company made a $425 million (or €392 million) equity investment in Galapagos NV by subscribing to new shares at a price of €58 per share, including issuance premium. This resulted in Gilead owning 6,760,701 ordinary shares of Galapagos NV, representing 14.75% of the then outstanding share capital of Galapagos. In the framework of this transaction, the parties agreed to a lock-up arrangement.