Equity components of the remuneration

Subscription rights awarded, exercised or expired

In 2022, we issued subscription right plans for the benefit of employees of the group and of Executive Committee members: Subscription Right Plan 2022 (A), Subscription Right Plan (B), Subscription Right Plan 2022 BE, Subscription Right Plan 2022 RMV and Subscription Right Plan 2022 ROW. Each subscription right gives the right to subscribe for one new Galapagos share. Our CEO was offered new subscription rights under Subscription Right Plan 2022 (B) and the members of the Executive Committee were offered new subscription rights under Subscription Right Plan 2022 BE, subject to acceptance. The final number of accepted subscription rights under Subscription Right Plan 2022 (B) was enacted by the notary deed of 25 March 2022 and under Subscription Right Plan 2022 BE by notary deeds of 7 July 2022 and 2 September 2022. The table below sets forth the numbers of subscription rights offered and accepted by the CEO and each other member of the Executive Committee in 2022, respectively under Subscription Right Plan 2022 (B) and Subscription Right Plan 2022 BE.

The main characteristics of the subscription right plans offered to the members of the Executive Committee are as follows:

• The subscription rights are offered for no consideration;
• The subscription rights typically have a lifetime of eight years and a vesting period of three years after the year of grant;
• Good and bad leaver rules apply in case of termination prior to the end of the vesting period.

Under Subscription Right Plan 2022 (B), the subscription rights have a lifetime of eight years and an exercise price of €50.00. The subscription rights under Subscription Right Plan 2022 (B) 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 2026.

Under Subscription Right Plan 2022 BE, the subscription rights have a lifetime of eight years and an exercise price of €57.46. For all the beneficiaries under the 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 can in principle not be exercised prior to 1 January 2026 and are not transferable. The table below sets forth the main characteristics for subscription right plans issued during previous years and 2022.

As from 1 January 2020, Galapagos no longer grants any subscription rights to members of the Board of Directors, taking into account the stricter rules of the Belgian Companies Code and provision 7.6 of the 2020 Code, which stipulates that non-executive directors should not be entitled to receive stock options. Prior to 2020, members of the Board of Directors were granted subscription rights and hence the table below also contains disclosures for Board members.

No subscription rights expired for members of the Board of Directors or Executive Committee in 2022.

The table below sets forth the subscription rights outstanding and exercisable per 31 December 2022 for the (former) members of the Board of Directors or Executive Committee, the subscription rights awarded to the (former) Executive Committee members during 2022 and exercised by the (former) members of the Board of Directors or Executive Committee in 2022:

At the end of 2022, Stoffels IMC BV (permanently represented by Dr. Paul Stoffels) held 1,000,000 subscription rights, Mr. Bart Filius held 25,000 shares and 373,000 subscription rights, Dr. Walid Abi-Saab held 2,500 shares and 277,000 subscription rights, and Mr. Michele Manto held 2,020 shares and 214,000 subscription rights.

RSUs offered to, vested or expired for the Executive Committee members

In 2022, the Executive Committee members were offered new RSUs under 2022 RSU Annual Long-Term Incentive Plan, except our new CEO who joined per 1 April 2022, and under the 2022 RSU Retention Plan, subject to acceptance. The members of the Executive Committee accepted all RSUs offered to them, except for one member. The grant under the 2022 RSU Annual Long-Term Incentive Plan is the grant equivalent to the actual bonus for 2021 and this RSU grant will vest in full three years after the offer date. The grant under the 2022 RSU Retention Plan has a four-year vesting period, with 25% vesting each year and a first vesting date on 1 May 2023. With the exception of the RSUs offered to and accepted by Stoffels IMC BV (permanently represented by Dr. Paul Stoffels), the RSUs are not transferable. The table below sets forth the total number of RSUs offered and accepted by each Executive Committee member during 2022: Stoffels IMC BV (permanently represented by Dr. Paul Stoffels): 74,408 RSUs, Mr. Bart Filius: 61,442 RSUs, Dr. Walid Abi-Saab: 37,274 RSUs and Mr. Michele Manto: 27,354 RSUs.

The main characteristics of the RSU plans for the Executive Committee members are as follows:

• The RSUs are offered for no consideration;
• Three or four year vesting periods apply, as set forth per plan in the table below;
• In case of termination of service before the vesting date, forfeiture rules apply.

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. However, in respect of Executive Committee members, 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 as an incentive.

No RSUs expired during financial year 2022. The table below sets forth the main characteristics of RSU plans issued to the (former) Executive Committee members in 2019, 2020, 2021 and 2022, the number of RSUs awarded to and accepted by each (former) Executive Committee member under the respective RSU Plan, and the number of RSUs vested and paid out to each (former) Executive Committee member during 2022:

Pursuant to the terms and conditions of the RSU plans all unvested RSUs of Mr. Onno van de Stolpe and Dr. Andre Hoekema, as set out in the table above, became null and void on their respective retirement date, being 31 October 2022 and 31 December 2022.

In 2023, as part of the Executive Committee's long-term variable remuneration, a number of RSUs equivalent to the 2022 short-term cash bonuses (based on the average share price of the Galapagos share on Euronext Amsterdam during the month of April 2023) will be granted to the members of the Executive Committee under the 2023 RSU Annual Long-Term Incentive Plan (i.e. the long-term portion of the bonus for 2022), except to the retired Chief Executive Officer, Chief Business Officer and Chief Medical Officer.