Committees

Audit Committee

The Audit Committee assists the Board of Directors in fulfilling its monitoring responsibilities with respect to financial reporting, and control and risk management and related oversight functions in the broadest sense. The Audit Committee’s key responsibilities include (i) monitoring the integrity of the Company’s financial statements and the Company’s accounting and financial reporting processes and financial statement audits, (ii) monitoring the effectiveness of the Company’s internal control and risk management systems, (iii) monitoring the internal audit function and its effectiveness, (iv) monitoring the performance of the external auditor and the statutory audit of the annual and consolidated accounts, (v) reviewing and monitoring the independence of the external auditor, (vi) informing the Board of Directors of the results of the statutory audit, and (vii) informing the Board of Directors of the Company’s ESG activities, as included in the Sustainability report which contains the non-financial information required by articles 3:6/1 – 3:6/8 and 3:32/1 – 3:32/6 of the BCCA.

As of December 31, 2025, the Audit Committee consisted of the Directors as identified in the table above. The Chair and other members of the Audit Committee are Non-Executive Directors and are all independent within the meaning of article 7:87 of the BCCA, provision 3.5 of the 2020 Code, and Rule 10A-3(b)(1) under the U.S. Securities Exchange Act of 1934, as amended (subject to the exemptions provided in Rule 10A-3(c) under such act), i.e., 100% independent. Collectively, the members of the Audit Committee have sufficient relevant experience to fulfill their roles effectively, notably in financial matters (including, but not limited to, general accounting and financial reporting, as well as matters of audit, internal control, and risk control) and in the life sciences industry.

The Audit Committee meets as frequently as necessary to ensure effective performance of its responsibilities. In 2025, the Audit Committee held eight meetings, in which it dealt with matters pertaining to, among other things, the appointment of new Audit Committee Chairs, audit review, monitoring financial reporting, monitoring Sarbanes-Oxley compliant internal and external audit systems, monitoring compliance matters, (cyber) risk management, treasury, and sustainability (reporting). The Audit Committee acts as a collegial body. The overall attendance at the Audit Committee meetings in 2025 was 100%. The attendance rate at the Audit Committee meetings in 2025 for each of its members is set forth in the table and footnotes above. Some of the meetings were attended by the statutory auditor of the Company.

Nomination Committee

The Nomination Committee makes recommendations to the Board of Directors with regard to the appointment of the members of the Board of Directors (as a Board member and as a Committee member), the CEO, and the members of the Executive Committee. As of December 31, 2025, the Nomination Committee consisted of the Directors as identified in the table above. The majority of its members are Non-Executive Independent Directors within the meaning of article 7:87 of the BCCA and provision 3.5 of the 2020 Code, i.e., 67% independent. The Chair of the Nomination Committee is a Non-Executive Independent Director. Collectively, the Nomination Committee members have sufficient relevant experience to fulfill their roles effectively.

The Nomination Committee meets as frequently as necessary to ensure effective performance of its responsibilities. In 2025, the Nomination Committee held twenty-three meetings, dealing with, among other things, matters pertaining to the search for new Directors and Executive Committee Members. The Nomination Committee acts as a collegial body. The overall attendance at the Nomination Committee meetings in 2025 was 100%. The attendance rate at the Nomination Committee meetings in 2025 for each of its members is set forth in the table and footnotes above.

Remuneration Committee

The Remuneration Committee makes recommendations to the Board of Directors with regard to the remuneration of the members of the Board of Directors, the CEO, and the members of the Executive Committee, including variable remuneration and long-term incentives, whether or not stock-related, in each case insofar as allowed by applicable laws and regulations.

As of December 31, 2025, the Remuneration Committee consisted of the Directors as identified in the table above. The Chair and other members of the Remuneration Committee are Non-Executive Directors and a majority is independent within the meaning of article 7:87 of the BCCA and provision 3.5 of the 2020 Code, i.e., 67% independent. Collectively, the Remuneration Committee members have sufficient relevant experience to fulfill their roles effectively.

The Remuneration Committee meets as frequently as necessary to ensure effective performance of its responsibilities. In 2025, the Remuneration Committee held eleven meetings, dealing with, among other things, matters pertaining to salary increases and bonuses, grants of subscriptions rights and restricted stock units (RSUs), the review of the corporate objectives, the remuneration of our new Executive Committee members, the remuneration packages of our departing Executive Committee members, and the remuneration of our Directors. The Remuneration Committee acts as a collegial body. The overall attendance at the Remuneration Committee meetings in 2025 was 100%. The attendance rate at the Remuneration Committee meetings in 2025 for each of its members is set forth in the table and footnotes above. The CEO participated in those meetings where the remuneration of the Executive Committee members (other than the CEO) was discussed.

Science and Development Committee

On October 20, 2025, the Board of Directors approved the creation of the Transaction Committee as of November 1, 2025, and the dissolution of the Science & Development Committee.

The Science and Development Committee provided input and advice to the Board of Directors on matters relating to the Company’s R&D strategy, and served as a resource, as needed, regarding scientific, medical, and product safety matters.

On the date of its dissolution, the Science and Development Committee consisted of the Directors as identified in the table above. Half of its members were Non-Executive Independent Directors, i.e., 50%. The Chair of the Science and Development Committee was a Non-Executive Independent Director. Collectively, the Science and Development Committee members had sufficient relevant experience to fulfill their roles effectively.

The Science and Development Committee met as frequently as necessary to ensure effective operation of its responsibilities. In 2025, the Committee held four meetings, dealing with, among other things, the scientific review of the Company’s programs and business development opportunities. The Science and Development Committee acted as a collegial body. The overall attendance at the Science and Development Committee meeting in 2025 was 100%. The attendance rate at the Science and Development Committee meetings in 2025 for each of its members is set forth in the table above.

Transaction Committee

On October 20, 2025, the Board of Directors approved the creation of the Transaction Committee as of November 1, 2025, and the dissolution of the Science & Development Committee. The Transaction Committee supports and advises the Board on matters relating to the Company’s business development strategy. Half of its members are Non-Executive Independent Directors, i.e., 50%. The Chair of the Transaction Committee is a Non-Executive Independent Director. Collectively, the Transaction Committee members have sufficient relevant experience to fulfill their roles effectively.

The Committee met as frequently as necessary to ensure effective performance of its responsibilities. In 2025, the Committee held two meetings, dealing with the review of the Company’s business development opportunities. The overall attendance at the Transaction Committee meetings in 2025 was 100%. The attendance rate at the Transaction Committee meetings in 2025 for each of its members is set forth in the table above.

Ad hoc Committees

In 2025, the Board of Directors was also supported by two ad hoc committees, advising the Board on value enhancing strategies and on entering into a royalty and waiver agreement with Gilead. These ad hoc Committees also served as the Committee of Independent Directors in accordance with art. 7:97 of the BCCA, advising the Board on the decision to separate the Company into two publicly traded entities, as announced by press release on January 8, 2025 and in connection with the Company’s entering into the cell therapy royalty and waiver agreement with Gilead, granting Galapagos full global development and commercialization rights to its cell therapy business, as announced by press release of July 23, 2025.

The first ad hoc Committee was established by the Board of Directors on March 26, 2024, and operated until January 7, 2025 to support and advise the Board in the review of value enhancing strategies. The Committee met as frequently as necessary to ensure effective operation of its responsibilities, including at least nine scheduled meetings during 2024 and 2025.

The second ad hoc Committee was established by the Board of Directors on June 16, 2025, and operated until July 22, 2025 in connection with the Company’s entry into the cell therapy royalty and waiver agreement with Gilead. The Committee met as frequently as necessary to ensure effective operation of its responsibilities, including at least three scheduled meetings.

The ad hoc Committees were composed of the Independent, Non-Executive Directors as identified in the table above, i.e., being 100% independent.

The overall attendance at the ad hoc Committee meetings in 2025 was 100%. The attendance rate at the ad hoc Committee meetings in 2025 for each of its members is set forth in the table above.