Galapagos’ Corporate Governance Policies

As a listed company with its registered office in Mechelen (Belgium), Galapagos NV (hereinafter “Galapagos NV” or the “Company”) is required to apply the Belgian Code of Companies and Associations (the BCCA) and the 2020 Belgian Corporate Governance Code (the 2020 Code), both of which entered into force on January 1, 2020 and as amended from time to time.

For the reporting year beginning on January 1, 2025, the 2020 Code was our reference code. On November 3, 2025, the Board of Directors approved an amendment to the Company’s Corporate Governance Charter regarding the creation of the Transaction Committee, and the dissolution of the Science & Development Committee. Galapagos NV’s Corporate Governance Charter is available on our website (www.glpg.com). This Corporate Governance Charter applies in addition to applicable laws and regulations (including, without limitation, the BCCA and the 2020 Code) and Galapagos NV’s articles of association (the Articles of Association). It describes the main aspects of corporate governance at Galapagos NV, including its governance structure, the terms and functioning of the Board of Directors (including its Committees), the Executive Committee and the rules of conduct.

For the reporting year beginning on January 1, 2025, the Board of Directors strove to comply with the rules and recommendations of the 2020 Code which, as a “comply or explain” code, requires companies to either comply with its provisions or explain deviations. The Board of Directors is of the opinion that certain deviations from the rules and recommendations of the 2020 Code were justified, in view of our activities, our size, and the specific circumstances in which we operate. In such cases, as addressed in this corporate governance statement, we apply the “comply or explain” principle as set forth in the 2020 Code. Reference is made to About the Board of Directors section.

Our governance structure

The 2020 Code requires companies to make an explicit choice of one of the governance structures provided for in the BCCA.

Since April 26, 2022, Galapagos NV has adopted a one-tier governance model as provided by the BCCA. The Board of Directors, which remains the ultimate decision-making body, has delegated certain powers the Executive Committee.

One-tier governance structure

The role of the Board of Directors is to pursue sustainable value creation by the Company, by setting the Company’s strategy, putting in place effective, responsible and ethical leadership and monitoring the Company’s performance, and ensuring long term oversight. The Board of Directors is the ultimate decision-making body. It has the overall responsibility for the management and control of the Company and is authorized to carry out all actions that are necessary or useful for the realization of the Company’s object except for those reserved to the General Shareholders’ Meeting (the Shareholders’ Meeting) by applicable law. The Board also supervises the Executive Committee. The Board acts as a collegiate body.

The Board of Directors has delegated certain powers to manage the Company to the Executive Committee, led by the Chief Executive Officer (the CEO), Henry Gosebruch. The Executive Committee is responsible and accountable to the Board of Directors for the discharge of its responsibilities. Furthermore, the Board of Directors has delegated the day-to-day management of the Company to one Executive Committee member, namely, our CEO.

In order to efficiently fulfill its tasks and in view of the size and activities of the Company, the Board of Directors has established an Audit Committee, a Remuneration Committee, a Nomination Committee, and a Transaction Committee. Until October 20, 2025, a Science & Development Committee was in place. On that date, the Board dissolved it and replaced it with the Transaction Committee, which became effective on November 1, 2025. These Board Committees serve in an advisory capacity to the Board of Directors on the matters delegated to them as set forth in applicable laws and the Company’s Corporate Governance Charter. In 2025, the Board was also supported by two ad hoc Committees, which advised the Board on value enhancing strategies and on entering into a royalty and waiver agreement with Gilead Sciences Inc. and its affiliated companies (Gilead). These ad hoc Committees also served as the Committee of Independent Directors in accordance with art. 7:97 of the BCCA. Reference is made to the Committees section.

In addition to the information set out below, we refer to the Risk Management section of this report for a description of the most important characteristics of our internal control and risk management systems. This Risk Management section is deemed fully incorporated by simple reference into this corporate governance statement.