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RPA - 1. Subscription Right Plan 2025 (B)_Board Report_7_180-7_191_ENG_FINAL_Website(inclplan)(2039027.1).pdf

Company: Galapagos NV Date: 2025-08-07 Language: English Register to download
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Free translation for information purposes only

# **GALAPAGOS**

Limited Liability Company Generaal De Wittelaan L11 A3, 2800 Mechelen, Belgium Company number: 0466.460.429 RLE Antwerp, division Mechelen

(the "**Company**")

# **Report of the Board of Directors in accordance with articles 7:180 and 7:191 of the Belgian Code of Companies and Associations**

## **Issuance of subscription rights for the benefit of certain members of the personnel of the Company and its subsidiaries and cancellation of the preferential subscription rights of the existing shareholders**

**"Subscription Right Plan 2025 (B)"**

## **1 Introduction: subject matter of this report**

This report is established on 7 August 2025 by the Board of Directors of the Company in accordance with the provisions of articles 7:180 and 7:191 of the Belgian Code of Companies and Associations ("**CCA**").

In accordance with said articles, the subject matter of this report is to provide an extensive explanation and justification relating to the proposed issuance and exercise conditions of subscription rights to the Eligible Persons as defined in Annex 1 and to provide justification for the proposal to cancel the preferential subscription rights for the benefit of such Eligible Persons.

The Board of Directors proposes to issue, within the framework of the authorized capital, a maximum of 1,800,000subscription rights ("**Subscription Rights**") in the framework of a subscription right plan intended for Eligible Persons, members of the personnel of the Company and its subsidiaries ("**Subscription Right Plan 2025 (B)**", or the "**Subscription Right Plan**").

The preferential subscription rights of existing shareholders will be cancelled in connection with the Subscription Rights. The new shares that will be issued in this regard will in all aspects be identical to the existing shares of the Company. This issuance of subscription rights will be implemented by the Board of Directors within the framework of the authorized capital as renewed by the Extraordinary Shareholders' Meeting of the Company of 30 April 2024.

This report elaborates on the proposed exercise price of the Subscription Rights and the consequences of the proposed transaction for the financial and shareholders' rights of the Company's shareholders. The Company will ask its statutory auditor to provide his report in accordance with articles 7:180 and 7:191 CCA, in connection with this matter.

## **2 Proposed transaction**

The Board of Directors proposes the issuance of up to 1,800,000 Subscription Rights in the framework of the remuneration and hiring policy of the Company for the Eligible Persons, as well as in the framework of the remuneration policy within the meaning of Article 7:89/1 of the CCA. The Subscription Rights will be used by the Board of Directors for Subscription Right Plan 2025 (B) (see Annex 1 of this report), among

![](_page_1_Picture_0.jpeg)

others to stimulate the involvement and motivation of the Eligible Persons and to implement promises and undertakings made at the occasion of hiring the Eligible Persons. The Subscription Rights can be granted by or on behalf of the Board of Directors to any of the Eligible Persons from time to time before 31 December 2025, whereby the majority of the Subscription Rights (around 905,000 Subscription Rights) will be offered to Eligible Persons immediately following the deed of approval dated 7 August 2025 (the "**Deed of Approval**").

Decisions relating to the granting of Subscription Rights to Non-Executive Directors belong to the exclusive authority of the Company's shareholders' meeting. We note that none of the Non-Executive members of the Board of Directors will receive any Subscription Rights under the proposed transaction.

## **3 Explanation in connection with the authorized capital**

The Company's Extraordinary Shareholders' Meeting has resolved on 30 April 2024 to renew the general authorization to the Board of Directors with respect to the use of the authorized capital. By this renewed authorization the Board of Directors was authorized to increase the share capital in one or more times with an amount of €71,288,987.72. The contemplated transaction will fall under the general authorization of 30 April 2024.

The renewed authorization to use the authorized capital is valid for a period of five years as from the date of publication of this authorization in the Annexes to the Belgian State Gazette, i.e. until 6 May 2029. The Board of Directors may, in the context of the authorized capital, issue shares (below, above or at the fractional value of the existing shares, with or without voting rights, and as the case may be in the context of a subscription rights plan for the company's or its subsidiaries' members of the personnel within the meaning of article 1:27 of the Belgian Companies and Associations Code (including members of the Board of Directors and/or independent consultants). The Board of Directors may also issue convertible bonds or subscription rights. The Board of Directors may issue shares as consideration for contributions in cash or in kind, with or without a share issue premium or by the conversion of reserves, issuance premiums, profit carried forward or other equity components. If the Board of Directors asks a share issue premium, such premium shall be booked on a non-available reserve account. Such account can only be reduced or transferred after a decision of an extraordinary shareholders' meeting of the Company adopted in the manner required for amending the articles of association.

The Board of Directors may, within the authorized capital, limit or cancel the preferential subscription rights of the existing shareholders but only in the interest of the Company. Furthermore, the Board of Directors has the authority to cancel the preferential subscription rights of the existing shareholders for the benefit of certain persons, other than employees of the Company or its subsidiaries.

On the date of this report, the on 30 April 2024 renewed general authorization for the use of the authorized capital has partially been used two times:

- On 16 May 2024, the Board of Directors partially used its renewed authorization for the use of the authorized capital, with cancellation of the preferential subscription rights, for the issuance of Subscription Right Plan 2024 BE, Subscription Right Plan 2024 RMV and Subscription Right Plan 2024 ROW, which (after acceptance by the beneficiaries) relate to an aggregate maximum of 1,381,000 new shares to be issued. The new shares to be issued under Subscription Right Plan 2024 BE, Subscription Right Plan 2024 RMV and Subscription Right Plan 2024 ROW will only be booked as capital to the amount of the fractional value, whereby fractional value means the fractional value of the existing shares on the date of the issuance of the subscription rights. The difference between the fractional value and the issuance price will be booked as issuance premium. By the issuance of Subscription Right Plan 2024 BE, Subscription Right Plan 2024 RMV and Subscription Right Plan 2024 ROW, the Board of Directors used up to €7,471,210.00 of the authorized capital, as indeed said

subscription rights can result in the issuance of a maximum of 1,381,000 new shares, to be multiplied with the then current fractional value of (rounded up) €5.41 per share.

- On 27 May 2025, the Board of Directors partially used its renewed authorization for the use of the authorized capital, with cancellation of the preferential subscription rights, for the issuance of Subscription Right Plan 2025 (A), which (after acceptance by the beneficiary) relate to a maximum of 925,000 new shares to be issued. The new shares to be issued under Subscription Right Plan 2025 (A) will only be booked as capital to the amount of the fractional value, whereby fractional value means the fractional value of the existing shares on the date of the issuance of the subscription rights. The difference between the fractional value and the issuance price will be booked as issuance premium. By the issuance of Subscription Right Plan 2025 (A), the Board of Directors used up to €5,004,250.00 of the authorized capital, as indeed said subscription rights can result in the issuance of a maximum of 925,000 new shares, to be multiplied with the then current fractional value of (rounded up) €5.41 per share.

As a result, €58,813,527.72 of the authorized capital as renewed on 30 April 2024 is still available on the date of this report.

The currently proposed conditional capital increase, under the authorized capital and with cancellation of the preferential subscription rights, by the in principle decision of the Board of Directors to issue maximum 1,800,000 Subscription Rights in the framework of the Subscription Right Plan, is therefore within the limits of the total authorization of the authorized capital of 30 April 2024, taking into account the current accounting par value of €5.41 per share.

# **4 Justification for the issuance of Subscription Rights and cancellation of shareholders' preferential subscription rights**

The cancellation of the existing shareholders' preferential subscription rights is necessary to enable an issuance to the Eligible Persons as part of the Company's remuneration and hiring policy. The Board of Directors is of the opinion that the issuance of the Subscription Rights to the Eligible Persons is in the interest of the Company and its subsidiaries as, on the one hand, it enables the Company and its subsidiaries to attract new financial means and, on the other hand, it creates the possibility to achieve one or more of the following objectives:

- (i) to more closely involve the Eligible Persons with the Company and to reward the contribution of the Eligible Persons of the Subscription Rights to the success of the Company;
- (ii) to stimulate and motivate the Eligible Persons on medium and long term;
- (iii) to attract and retain members of personnel with the necessary experience and skills; and
- (iv) to bring the interests of the Eligible Persons in line with the interests of the Company by offering the possibility to participate in the growth of the value of the Company.

The Board of Directors of the Company anticipates that the granting of Subscription Rights will thus result in an enhanced motivation of the Eligible Persons of these Subscription Rights and that it will stimulate a sharpened attention for the interests of the Company and its shareholders.

### **5 Conditions of issuance and exercise of the Subscription Rights**

The proposed conditions of issuance and exercise of the Subscription Rights are set forth hereafter in the Subscription Right Plan that is attached hereto as Annex 1 (Subscription Right Plan 2025 (B)).

## **6 Issuance price and exercise price of the Subscription Rights**

In connection with the proposed issuance of the Subscription Rights, no issuance price will be paid. The Subscription Rights will be granted for free to the Eligible Persons of the Subscription Right Plan. This free issuance of Subscription Rights to the Eligible Persons forms part of the general remuneration and hiring policy of the Company.

As the shares of the Company are listed or traded on a regulated market at the date of the offer, the exercise price will at least be equal to either the greater of (a) the closing price of the Share of the Company on Euronext Amsterdam and Brussels on the date of the offer, or (b) the volume weighted average of the trading prices of the Share of the Company, as reported on Euronext Amsterdam and Brussels, during the five (5) consecutive trading days up to and including the date of the offer. This exercise price ensures that the shares to be issued following the exercise of the Subscription Rights will not be issued at a discount compared to the (average) closing price of the share of the Company on Euronext Amsterdam and Brussels during the period preceding the date of the offer of the Subscription Rights. The foregoing limits the potential financial dilution and it enables the Company to obtain additional cash resources as mentioned above and further described below.

In addition, (i) the exercise price of a Subscription Right shall never be lower than either (a) the closing price of the Share of the Company on Euronext Amsterdam and Brussels on the date of the offer, or (b) the volume weighted average of the trading prices of the Share of the Company, as reported on Euronext Amsterdam and Brussels, during the five (5) consecutive trading days up to and including the date of the offer ("**Minimum Exercise Price**") and never be higher than €100 ("**Maximum Exercise Price**"). The Board of Directors thus considers the exercise price to be justified.

### **7 Consequences for the financial and shareholders' rights of existing shareholders**

### **7.1 Concerning the evolution of the share capital**

The share capital of the Company, at the date of this report, amounts to €356,444,938.61 and it is represented by 65,897,071 shares, each share representing an equal part of the share capital.

In the event that Subscription Rights would be exercised during their exercise term, the share capital of the Company will be increased by €5.41 per exercised Subscription Right. The positive difference between such amount and the total exercise price will be booked to the issuance premium account. The paragraphs below describe the dilution that would result from the issuance of new shares when the Subscription Rights would be exercised. This dilution would affect both the financial rights attached to the existing shares (e.g. to share in the profits and liquidation proceeds of the Company) and the relative voting power of each existing share.

In the event all 1,800,000 Subscription Rights to be issued under the Subscription Right Plan would be exercised and, consequently, 1,800,000 shares would be issued, a dilution will occur (taking into account the number of shares at the date of this report) for the existing shares of the Company of (rounded) 2.66%.

Under this Subscription Right Plan, Subscription Rights can be granted by the Board of Directors to the Eligible Persons. The Subscription Rights for which no Offer has been made by the Board of Directors by 31 December 2025 (if any) shall automatically expire and become null and void.

The Subscription Rights which have not been accepted by the date set forth in the offer documentation shall also automatically expire and become null and void.

The Company already approved several other subscription right plans mainly intended for employees under which subscription rights are still outstanding. The exercise of all subscription rights still outstanding

under these plans can possibly lead to the creation of up to 12,018,471 additional shares[.](#page-4-0) 1 In the event all these subscription rights, granted and still capable of exercise, would be exercised, the dilution resulting from the present issuance of subscription rights will be maximum (rounded) 2.26%.

At the date of this report, no subscription rights are available for offering under the currently existing subscription right plans of the Company.

In addition, the Company issued three subscription rights to Gilead Therapeutics A1 Unlimited Company ("**Gilead**") to subscribe for a maximum number of shares that is sufficient to bring the shareholding of Gilead and its affiliates to 25.1% and 29.9% (the "**Gilead Warrants**"). On the date of this report, only the third subscription right of the Gilead Warrants, which was issued on 30 April 2024 (the "**Subsequent Warrant B**"), to bring its shareholding to 29.9% did not yet expire and is still outstanding<sup>2</sup> [.](#page-4-1) Based on the current shareholding position of Gilead, the current share capital of the Company, and assuming the exercise of all employee subscription rights outstanding, the exercise of Gilead's Subsequent Warrant B, considering this Subsequent Warrant B would be in the money, can possibly lead to the creation of 9,399,815additional shares. In the event Gilead's Subsequent Warrant B would be exercised in full, the additional dilution resulting from the present issuance of Subscription Rights will be maximum (rounded) 2.02%. It should be noted that the number of shares that would be issued under Gilead's Subsequent Warrant B if it is exercised is not fixed and will depend on the outstanding number of Galapagos shares at the time of exercise.

#### **7.2 Effect on the equity of the Company**

In the event all 1,800,000 Subscription Rights would be exercised, there would be an increase of the equity of the Company for an amount equal to the product of 1,800,000 and the exercise price per Subscription Right. If the exercise price of a Subscription Right is higher than the equity value per share and the Subscription Right is de facto exercised, there would be a positive effect on the equity value per share for the existing shareholders.

The amount of the increase of the equity will depend on the applicable exercise price and the number of exercised Subscription Rights, which makes it impossible at this time to make an accurate assessment of the possible financial consequences of the issuance and the potential exercise of these Subscription Rights for the existing shareholders. Consequently, a number of simulations have been prepared on the basis of hypothetical exercise prices. These simulations are attached to this report as Schedule A and reflect the impact of the exercise of these Subscription Rights on the Company's equity based on hypothetical exercise prices, considering that the majority of the Subscription Rights (around905,000 Subscription Rights) will be offered to the Eligible Persons immediately following the Deed of Approval and the remainder (around 895,000 Subscription Rights) can be granted by the Board of Directors to any of the Eligible Persons from time to time until 31 December 2025.

## **7.3 Potential financial dilution resulting from the possible future issuance of shares emanating from the exercise of Subscription Rights under the Subscription Right Plans**

To the extent that the issuance price of the new shares that will possibly be issued as a result of the exercise of Subscription Rights under the Subscription Right Plan is lower than the market price of the shares at the moment of the issuance, the existing shareholders will be confronted with a financial dilution as in such case the Subscription Right holders subscribe to new shares at a lower price than the existing shares. This dilution is calculated by subtracting the value per share after the issuance of the new shares

<span id="page-4-0"></span><sup>1</sup> Being 12,018,471 subscription rights outstanding per 30 June 2025.

<span id="page-4-1"></span><sup>2</sup> The Initial Warrant B expired on 23 August 2024. The Subsequent Warrant B can be exercised as from 23 August 2024 (on 11:59 p.m.).

from the market price of the share at the moment of the issuance of the new shares. The result is then brought in relation to the original market price.

For simulation purposes, the market capitalization of the Company was calculated on the basis of the number of shares outstanding as per 20 March 2023 (being the date of the most recent issuance of new shares by the Company) and the average of the closing price of the share of the Company during 30-day period preceding 1 August 2025 (being the date of the preparation of the simulation), being €26.44 (rounded). On this basis, the market capitalization of the Company amounts to €1,742,318,557.24[.](#page-5-0) 3 If the Subscription Rights to be issued under the Subscription Right Plan have an exercise price of €26.44minus 10%, these 1,800,000 Subscription Rights could be exercised at €23.80, for an aggregate exercise price of €42,832,800. The market capitalization after the aggregate capital increase (including issuance premium) resulting from the exercise of all 1,800,000 Subscription Rights to be issued under the Subscription Right Plan would thus amount to €1,785,151,357.24 and the total number of outstanding shares would amount to 67,697,071. Hence, the price per share would then amount to €26.37 (rounded), which is lower than the average closing price of the share of the Company during the 30-day period preceding 1 August 2025, i.e. €26.44, resulting in a potential financial dilution of 0.27%.

#### **7.4 Other accounting (IFRS) and financial consequences of the offering of Subscription Rights**

At the occasion of the acceptance of the offered Subscription Rights, the Company will determine a fair value for the Subscription Rights based on actuarial methods that are commonly used for this purpose and this fair value will be accounted for over the vesting period of the Subscription Rights in accordance with the relevant Subscription Right plan. This fair value can only be determined at the date of acceptance of the Subscription Rights. It will be determined taking into account the following parameters: (i) the market price of the share of the Company at the date of acceptance of the Subscription Rights by the Eligible Persons; (ii) the exercise price of the Subscription Rights; (iii) the weighted average estimated volatility of the share, and (iv) a weighted average expected life of the Subscription Rights.

### **8 Power of Attorney**

The Board of Directors grants a power of attorney to two (2) members of the Board of Directors acting jointly, as well as to a member of the Executive Committee acting individually, with possibility of subdelegation and the power of subrogation, to cater for the establishment by notary deed of the acceptance of the offered Subscription Rights, the exercise of the Subscription Rights, the issuance of the corresponding number of new shares, the payment of the exercise price in cash, the corresponding realization of the capital increase, the allocation to the unavailable account "issuance premiums" of the difference between the subscription price for the shares and the accounting par value, to bring the Articles of Association in accordance with the new situation of the registered capital, to sign and deliver the relevant Euroclear and bank documentation, and to sign and deliver all necessary documents in connection with the delivery of the shares (acquired as a result of the exercise of the Subscription Rights) to the beneficiaries.

Made and approved on 7 August 2025.

[Signature page follows]

<span id="page-5-0"></span><sup>3</sup> Being 65,897,071 shares times the 30-day average closing price per share on Euronext Amsterdam and Brussels.

For the Board of Directors of the Company,

[Signed]

Jérôme Contamine Chair of the Board of Directors [Signed]

Elisabeth Svanberg Member of the Board of Directors

# **Schedule A – Simulations**

| A<br>Current situation, before issuance of the new Subscription Rights -<br>Basic                                       |                    |  |
|-------------------------------------------------------------------------------------------------------------------------|--------------------|--|
|                                                                                                                         | Equity (4)<br>in € |  |
| Amount represented by 1 share                                                                                           | 40.12              |  |
| Total                                                                                                                   | 2,643,819,000      |  |
| B<br>Situation before issuance of the new Subscription Rights -<br>(5)<br>Fully diluted                                 |                    |  |
|                                                                                                                         | Equity<br>in €     |  |
| Amount represented by 1 share                                                                                           | 39.67              |  |
| Total                                                                                                                   | 2,702,149,396      |  |
| C<br>Situation after issuance of the new Subscription Rights with an exercise price of €25 -<br>Fully<br>(5)<br>diluted |                    |  |
|                                                                                                                         | Equity<br>in €     |  |
| Amount represented by 1 share                                                                                           | 39.30              |  |
| Total                                                                                                                   | 2,747,149,396      |  |
| D<br>Situation after issuance of the new Subscription Rights with an exercise price of €30 -<br>Fully<br>(5)<br>diluted |                    |  |
|                                                                                                                         | Equity<br>in €     |  |
| Amount represented by 1 share                                                                                           | 39.42              |  |
| Total                                                                                                                   | 2,756,149,396      |  |
| E<br>Situation after issuance of the new Subscription Rights with an exercise price of €35 -<br>Fully<br>(5)<br>diluted |                    |  |
|                                                                                                                         | Equity<br>in €     |  |
| Amount represented by 1 share                                                                                           | 39.55              |  |
| Total                                                                                                                   | 2,765,149,396      |  |

<span id="page-7-0"></span><sup>4</sup> As starting point for the calculation of the unaudited net assets on a fully diluted basis, the unaudited net assets of Galapagos NV on a consolidated basis under IFRS per 30 June 2025 were taken.

<span id="page-7-1"></span><sup>5</sup> Considering assumptions based on 1 August 2025, the shares that could result from the exercise of 9,805,173 outstanding granted employee subscription rights (related to the subscription rights plans 2018 and 2018 RMV, 2019 and 2019 RMV, 2020 and 2020 RMV, 2021 BE, 2021 RMV, and 2021 ROW, 2022 (A), 2022 (B), 2022 BE, 2022 RMV and 2022 ROW, 2023 BE, 2023 RMV and 2023 ROW) were not taken into account for this simulation as they currently have an anti-dilutive effect. The same applies to the shares that could result from the exercise by Gilead of its outstanding warrant which currently have an antidilutive effect.

**Annex 1**

**Subscription Right Plan 2025 (B): General Rules**

Free translation for information purposes only

**Subscription Right Plan 2025 (B)**

**GALAPAGOS NV**

**General Rules**

| 1  | Basis and Purpose 3                 |                                                             |  |
|----|-------------------------------------|-------------------------------------------------------------|--|
| 2  | Definitions 3                       |                                                             |  |
| 3  | Subscription Rights 4               |                                                             |  |
|    | 3.1                                 | General  4                                                  |  |
|    | 3.2                                 | Number per Beneficiary 5                                    |  |
|    | 3.3                                 | Transfer restrictions 5                                     |  |
|    | 3.4                                 | Exercise Price 5                                            |  |
|    | 3.5                                 | Administration of the Subscription Right Plan  5            |  |
| 4  | Beneficiary of the Plan6            |                                                             |  |
| 5  | Acceptance or Refusal of the Offer6 |                                                             |  |
| 6  | Exercise and Payment Conditions 6   |                                                             |  |
|    | 6.1                                 | Exercise Term  6                                            |  |
|    | 6.2                                 | Vesting of Subscription Rights 6                            |  |
|    | 6.3                                 | Exercise Period 6                                           |  |
|    | 6.4                                 | Conditions of Exercise 7                                    |  |
|    | 6.5                                 | Impact of capital increases decided by the Company  7       |  |
|    | 6.6                                 | Change in Control of the Company 7                          |  |
| 7  |                                     | Issuance of New Shares8                                     |  |
| 8  |                                     | Cessation of the Employment or Service Relationship 8       |  |
|    | 8.1                                 | Cessation of the relationship before the Deed of Issuance 8 |  |
|    | 8.2                                 | Good Leaver Situation 8                                     |  |
|    | 8.3                                 | Bad Leaver Situation 9                                      |  |
|    | 8.3.1                               | After the third anniversary of the Deed of Issuance  9      |  |
|    | 8.3.2                               | Before the third anniversary of the Deed of Issuance  9     |  |
|    | 8.4                                 | Change of employment  9                                     |  |
|    | 8.5                                 | Deviations 9                                                |  |
| 9  |                                     | Amendments and Modifications 9                              |  |
| 10 |                                     | Dispute Resolution10                                        |  |
| 11 |                                     | Final Provisions 10                                         |  |
|    | 11.1                                | Additional Information  10                                  |  |
|    | 11.2                                | Taxes and Social Security Treatment 10                      |  |
|    | 11.3                                | Costs 10                                                    |  |
|    | 11.4                                | Relation to employment or management agreement 10           |  |
|    | 11.5                                | Shareholders' Meetings  11                                  |  |
|    | 11.6                                | Communication with Subscription Right Holders  11           |  |
|    | 11.7                                | Address Change  11                                          |  |
|    | 11.8                                | Reoffer or Resale of Shares Received under the Plan  11     |  |
|    | 11.9                                | Liens  11                                                   |  |

## <span id="page-11-0"></span>**1 Basis and Purpose**

The Board of Directors of Galapagos NV (hereinafter referred to as the "**Company**") has approved the present Subscription Right Plan 2025 (B) by notarial deed of 7 August 2025.

With the Plan set forth hereafter the Company wants to inform the Beneficiary (see infra sub [2](#page-11-1) ("Definitions: Beneficiary") and sub [4](#page-14-0) ("Beneficiary of the Plan")) of the conditions under which the Company is willing to offer Subscription Rights. The Company thus wants to acknowledge the efforts made by the Beneficiary to help to develop the Company to a successful enterprise.

## <span id="page-11-1"></span>**2 Definitions**

In this Plan the words and terms mentioned hereunder have the meanings given below:

**Bad Leaver Situation**: the effective date on which one of the following situations occurs:

- (i) the termination at the request of the Subscription Right Holder of his/her employment agreement or management agreement with the Company or a Subsidiary, irrespective of the fact that such termination is established in a document signed by both parties (it being understood that the termination at the request of the Subscription Right Holder because such Subscription Right Holder has reached the age at which the Subscription Right Holder can receive state pension entitlement shall not be considered a Bad Leaver Situation), or
- (ii) the termination by the relevant Company or Subsidiary of the employment agreement or management agreement of a Subscription Right Holder based on any grounds for dismissal attributable to the Subscription Right Holder, and/or any breach by the Subscription Right Holder in the performance of the relevant agreement;

**Beneficiary**: the Eligible Person who received an Offer pursuant to this Plan, as determined by the Board of Directors;

**Board of Directors:** the Board of Directors of the Company;

**Company**: the limited liability company Galapagos, having its registered office at Generaal De Wittelaan L11 A3, 2800 Mechelen, Belgium;

**Control**: the power, de jure or de facto, to have a decisive influence on the appointment of the majority of the directors or on the orientation of the management, as set forth in article 1:14 et seq. of the Belgian Code of Companies and Associations. The terms "**to Control**" and "**Controlled by**" shall be construed accordingly;

**Deed of Approval:** the notarial deed enacting the approval by the Board of Directors of the Subscription Right Plan 2025 (B);

**Deed of Issuance**: the notarial deed enacting (i) the acceptance or refusal of the Subscription Rights and (ii) the unconditional issuance of the Subscription Rights;

**Eligible Person:** an Employee or Manager of the Company and its Subsidiaries as described in Annex A to this Subscription Right Plan 2025 (B);

**Employee**: each employee of the Company or a Subsidiary;

**Executive Committee:** the Executive Committee of the Company;

**Exercise Period**: a period of at least two weeks within the Exercise Term, to be determined by the Board of Directors, during which Subscription Rights can be Exercised;

**Exercise Price**: the pre-determined price at which a New Share can be acquired when Exercising a Subscription Right, during one of the Exercise Periods within the Exercise Term;

**Exercise Term**: the term during which the Subscription Right Holder can Exercise his/her Subscription Rights to acquire Shares of the Company, taking into account the specific Exercise Periods and the specific exercise conditions as set forth in chapter [6](#page-14-2) of this Plan;

**Exercise**: to make use of the right attached to the Subscription Rights that were acquired by accepting the Offer, to acquire New Shares at the Exercise Price;

**Good Leaver Situation**: the effective date of the cessation, in other circumstances than those listed in the definition of Bad Leaver Situation, of the employment agreement or management agreement of the Subscription Right Holder with either the Company or a Subsidiary (including the relevant employing entity ceasing to be a Subsidiary of the Company), with the exception of a cessation accompanied by a simultaneous (other) employment or appointment of the Subscription Right Holder as a Manager, Employee or director of the Company or a Subsidiary. For clarity, the termination at the request of the Subscription Right Holder of his/her employment agreement or management agreement because such Subscription Right Holder has reached the age at which the Subscription Right Holder can receive state pension entitlement shall be considered a Good Leaver Situation;

**Grant**: the moment on which the Beneficiary accepts the Subscription Rights offered;

**Manager**: a natural person who or management company that provides services to the Company or a Subsidiary on a contractual basis, other than pursuant to an employment agreement (irrespective of whether the contract was entered into directly with the relevant natural person or with a legal entity who has entrusted the performance of the services to such natural person);

**New Shares**: the Shares to be issued pursuant to the Exercise of the Subscription Rights under this Plan;

**Notice of Acceptance**: the form that the Beneficiary receives at the moment of the Offer and that the Beneficiary needs to return, duly executed, to the Company for the acceptance of the Offer;

**Offer**: the written and dated notification to the Beneficiary of the Plan as to the opportunity to acquire Subscription Rights in accordance with the provisions of this Plan;

**Online Tool**: a secured website allowing the Eligible Person to have online access to information relating to his/her Subscription Rights;

**Personal Representative(s)**: the heir(s) of a Subscription Right Holder upon the latter's decease;

**Plan**: the present Subscription Right Plan 2025 (B) approved by the Board of Directors, as amended from time to time by the Board of Directors in accordance with the provisions of this Plan;

**Shares**: the shares of the Company;

**Subscription Right**: the right to subscribe, within the framework of this Plan, to one New Share within the Exercise Term and the Exercise Period and at the Exercise Price;

**Subscription Right Agreement**: the agreement that may be entered into between the Beneficiary and the Company;

**Subscription Right Holder**: the Beneficiary who has accepted the Offer and who owns one or more Subscription Rights in accordance with this Plan;

**Subsidiary**: a company under the Control of the Company, as further set forth in article 1:15 of the Belgian Code of Companies and Associations.

Words and terms denoting the plural shall include the singular and vice versa.

#### <span id="page-12-0"></span>**3 Subscription Rights**

#### <span id="page-12-1"></span>**3.1 General**

The number of Subscription Rights issued in the framework of this Plan is maximum 1,800,000. These Subscription Rights will be designated as "Subscription Right Plan 2025 (B)".

The Subscription Rights are granted by the Board of Directors to the Beneficiary for free.

Each Subscription Right entitles the Beneficiary to subscribe to one New Share in accordance with the terms and conditions of the Plan.

#### <span id="page-13-0"></span>**3.2 Number per Beneficiary**

The number of Subscription Rights to be offered to the Beneficiary is determined by or on behalf of the Board of Directors and will be set out in the Offer.

#### <span id="page-13-1"></span>**3.3 Transfer restrictions**

The Subscription Rights received are registered in the name of the Beneficiary and cannot be transferred inter vivosonce granted to the Beneficiary.

The Subscription Rights cannot be encumbered by any pledge or in any other manner.

Subscription Rights that, in contravention with the foregoing, are transferred or encumbered, shall automatically become null and void.

#### <span id="page-13-2"></span>**3.4 Exercise Price**

The Exercise Price per Subscription Right will be determined by or on behalf of the Board of Directors at the time of the Offer.

As the Shares of the Company are listed or traded on a regulated market at the date of the Offer, the Exercise Price will at least be equal to the greater of (a) the closing price of the Share of the Company on Euronext Amsterdam and Brussels on the date of the Offer, or (b) the volume weighted average of the trading prices of the Share of the Company on Euronext Amsterdam and Brussels during the last five (5) consecutive trading days up to and including the date of the Offer.

Upon Exercise and subsequent capital increase, the Exercise Price must be booked as capital for an amount equal to the accounting par value of the Shares at the moment of the establishment of the capital increase resulting from the Exercise. The part of the Exercise Price that exceeds the accounting par value must be booked as an issuance premium.

In deviation of article 7:71, first indent, of the Belgian Code of Companies and Associations and without prejudice to the exceptions provided by law, the Company, represented by the Board of Directors, expressly reserves the right to take any possible decisions and to carry out any possible transactions which may have an impact on its capital, on the distribution of the profit or on the liquidation surpluses or that may otherwise affect the rights of the Subscription Right Holder, even in the event that these decisions might cause a reduction of the benefits offered to the Subscription Right Holder, unless the only purpose of these decisions and transactions would be such reduction of benefits.

Should the rights of the Subscription Right Holder be materially affected by such a decision or transaction, the Company, represented by the Board of Directors, may, in its sole discretion, make modifications to (i) the number of Shares that relates to one Subscription Right, (ii) the Exercise Price and/or (iii) any other features of the Plan. As soon as reasonably practicable, the Company shall give notice in writing of such modification to the Subscription Right Holder.

In case of a merger, demerger or stock-split of the Company, the rights of the outstanding Subscription Rights and/or the Exercise Price of the Subscription Rights shall be adjusted in accordance with the conversion ratio applicable at the occasion of the merger, demerger or the stock-split to the other shareholders.

#### <span id="page-13-3"></span>**3.5 Administration of the Subscription Right Plan**

The Company is responsible for the management and the administration of the Plan and ensures that all questions of the Beneficiary or Subscription Right Holder are answered accurately and rapidly.

## <span id="page-14-0"></span>**4 Beneficiary of the Plan**

The Beneficiary is an Eligible Person who received an Offer pursuant to this Plan, as determined by or on behalf of the Board of Directors.

The Subscription Rights under this Plan are reserved for and granted to Employees and Managers who are all members of the personnel as defined in article 1:27 of the Belgian Code of Companies and Associations.

## <span id="page-14-1"></span>**5 Acceptance or Refusal of the Offer**

The Beneficiary has the possibility to accept the individual Offer in whole, in part or not at all. The Beneficiary shall receive an (electronic) Notice of Acceptance form wherein the Beneficiary mentions his/her decision regarding the Offer: (full or partial) Acceptance or Refusal. Acceptance of the Offer has to be formally established by ticking the relevant paragraph in the Notice of Acceptance.

The Notice of Acceptance needs to be returned prior to the ultimate date of response as set forth in the Notice of Acceptance, duly completed and signed, to the address mentioned in the Notice of Acceptance or via the Online Tool. Such ultimate date of response cannot be later than 120 calendar days after the date of the Offer.

In case the Beneficiary has not accepted the Offer in writing prior to the date mentioned in the Notice of Acceptance, he/she shall be deemed to have refused the Offer.

The Subscription Rights are registered in the name of the Beneficiary. In case of acceptance, the Beneficiary will be recorded as a Subscription Right Holder in the register of subscription right holders of the Company. This register, which may be held in electronic form, mentions the identity of the Subscription Right Holders and previous subscription right holders and the number of Subscription Rights held by them. The Subscription Right Holder will receive a confirmation of the number of Subscription Rights he/she has accepted.

The Remuneration Committee may decide to replace or complete the Notice of Acceptance by or with a written Subscription Right Agreement to be signed by the Subscription Right Holder, and the Company and which shall contain the conditions determined by the Remuneration Committee, in accordance with this Plan.

The Beneficiary who has accepted the Offer will receive the Subscription Rights as soon as these have been issued by the Deed of Issuance.

## <span id="page-14-2"></span>**6 Exercise and Payment Conditions**

### <span id="page-14-3"></span>**6.1 Exercise Term**

The Exercise Term is eight (8) years, starting from the date of the Deed of Issuance. A Subscription Right shall automatically lapse and become null and void at 24:00 hours (midnight) on the day preceding the eighth (8th) anniversary date of the date of the Deed of Issuance.

### <span id="page-14-4"></span>**6.2 Vesting of Subscription Rights**

Except to the extent expressly stated otherwise in this Plan, any addendum to this Plan or decided otherwise by the Board of Directors in accordance with section [8.5,](#page-17-4) all granted Subscription Rights will fully vest on the third anniversary of the Deed of Issuance.

### <span id="page-14-5"></span>**6.3 Exercise Period**

Subscription Rights may not be exercised until they have vested pursuant to this Plan.

As of their vesting pursuant to this Plan, all vested Subscription Rights may be exercised, during an Exercise Period.

The Board of Directors will establish at least one Exercise Period of at least two weeks per calendar year. It is the responsibility of the Subscription Right Holder to timely seek information from the Company relating to the establishment of Exercise Periods. The Board of Directors may establish more than one Exercise Period per calendar year if it deems fit.

The Board of Directors may decide, in accordance with the applicable rules relating to abuse of inside information, to establish closed periods during which the Subscription Rights cannot be exercised.

#### <span id="page-15-0"></span>**6.4 Conditions of Exercise**

Individual Subscription Rights can only be exercised as a whole.

In order to exercise a Subscription Right, the Subscription Right Holder needs to submit an appropriate declaration to that effect (the exercise form) to the Board of Directors or to an authorized person designated by the Board of Directors, and to pay the Exercise Price into a bank account designated by the Company and opened in the name of the Company.

On the exercise form, the Subscription Right Holder needs to mention the number of Subscription Rights he/she desires to exercise.

In case the bank account is not or not sufficiently credited prior to the end of the Exercise Period, the Subscription Rights will be deemed not to be exercised. The Company will inform the Subscription Right Holder thereof and will reimburse the amount that was deposited too late or was insufficient as soon as possible within the limits set by law. The Subscription Rights will consequently not be lost and remain exercisable at a later stage insofar as the Exercise Term has not expired.

#### <span id="page-15-1"></span>**6.5 Impact of capital increases decided by the Company**

In deviation of article 7:71, second indent, of the Belgian Code of Companies and Associations, the Subscription Right Holder shall not have any right of premature exercise of his/her Subscription Rights in the event of a capital increase decided by the Company. Should the rights of the Subscription Right Holder be materially affected by such a decision, the Company, represented by the Board of Directors, may, in its sole discretion, make modifications to (i) the number of Shares that relates to one Subscription Right, (ii) the Exercise Price and/or (iii) any other features of the Plan. As soon as reasonably practicable, the Company shall give notice in writing of such modification to the Subscription Right Holder.

By way of exception to the previous indent, in the event of a capital increase in cash, the Company, represented by the Board of Directors, may also decide, in its sole discretion, to allow the Subscription Right Holder to exercise prematurely his/her Subscription Rights and possibly participate in the capital increase as shareholders, insofar as this right belongs to the existing shareholders. In such case, if a Subscription Right, that is not exercisable or cannot be exercised in accordance with the issuance conditions (as specified in the Plan), becomes prematurely exercisable and is thus also prematurely exercised in accordance with the decision of the Board of Directors, the New Shares that the Subscription Right Holder receives as a result of such Exercise will not be transferable, except with the explicit prior consent of the Board of Directors, until such time as the Subscription Right would have become exercisable in accordance with the Plan.

#### <span id="page-15-2"></span>**6.6 Change in Control of the Company**

Notwithstanding anything to the contrary in this Plan, in the event of a change in Control of the Company (as determined pursuant to the Belgian Code of Companies and Associations), all Subscription Rights that are still outstanding under this Plan at such time shall, in principle, immediately vest (to the extent they had not all vested yet) and become immediately exercisable during an Exercise Period determined by the Board of Directors, provided, however, that in compliance with applicable (tax) laws the Board of Directors is authorized to establish certain conditions for such vesting and/or exercising that will be applicable to the Subscription Right Holder, and provided further that, in the event a public takeover bid is made on the securities of the Company, the Subscription Rights shall immediately become fully vested and exercisable as from the date of the announcement of such public takeover bid by the FSMA. In such case, the Board of Directors shall establish an Exercise Period as soon as practicable following the announcement of such public takeover bid. Furthermore, the transfer restrictions set forth in section [3.3](#page-13-1) are not applicable to transfers of Subscription Rights pursuant to a public takeover bid or a public squeezeout bid on the securities in the Company.

#### <span id="page-16-0"></span>**7 Issuance of New Shares**

The Company shall only be obliged to issue New Shares pursuant to the Exercise of Subscription Rights if all exercise conditions set forth in chapter [6](#page-14-2) have been complied with.

The Board of Directors or its proxyholder shall to this effect timely, at a date to be determined by the Board of Directors or its proxyholder and at least once following each Exercise Period, have the capital increase established by notary deed, taking into account the time needed to fulfill the required administrative formalities.

New Shares participate in the profit of the financial year of the Company that started on the first of January of the year in which the relevant New Shares have been issued.

In view of a rapid delivery of the Shares resulting from the exercise of Subscription Rights, the Company may propose to the Subscription Right Holder who has complied with the exercise conditions to receive existing Shares awaiting the issuance of New Shares by notary deed. In such case the Subscription Right Holder will receive an advance of existing Shares subject to the condition that he/she signs an authorization by which the New Shares will, upon issuance, immediately and directly be delivered to the Company or to any other party who advanced the existing Shares.

The Board of Directors has granted power of attorney to two (2) members of the Board of Directors acting jointly, as well as to a member of the Executive Committee, acting individually, with possibility of subdelegation and the power of subrogation, to take care of the establishment by notary deed of the acceptance of the Subscription Rights offered, the exercise of the Subscription Rights, the issuance of the corresponding number of New Shares, the payment of the exercise price in cash, the corresponding realization of the capital increase, the allocation to the unavailable account "issuance premiums" of the difference between the subscription price for the Shares and the accounting par value, to bring the Articles of Association in accordance with the new situation of the registered capital, to sign and deliver the relevant Euroclear and bank documentation, and to sign and deliver all necessary documents in connection with the delivery of the Shares (acquired as a result of the exercise of the Subscription Rights) to the Beneficiary.

The Company will take the necessary actions to have the New Shares listed for trading on a regulated market as soon as they have been issued.

#### <span id="page-16-1"></span>**8 Cessation of the Employment or Service Relationship**

#### <span id="page-16-2"></span>**8.1 Cessation of the relationship before the Deed of Issuance**

If the Beneficiary is not a member of the personnel (within the meaning of article 1:27 of the Belgian Code of Companies and Associations) of the Company or any of its Subsidiaries on the date of the Deed of Issuance, the Beneficiary shall be deemed to have refused the Offer and the Subscription Rights offered to such Beneficiary shall not be issued.

#### <span id="page-16-3"></span>**8.2 Good Leaver Situation**

If a Good Leaver Situation arises with respect to a Subscription Right Holder, the Subscription Rights of said Subscription Right Holder shall continue to vest as set forth in Section [6.2](#page-14-4) (if unvested) and, if and when vested, the Exercise Term of the non-exercised Subscription Rights shall remain unchanged and the Subscription Right Holder will have the time to exercise his/her non-exercised Subscription Rights during each Exercise Period within the Exercise Term.

![](_page_17_Picture_0.jpeg)

If the Good Leaver Situation is caused by the decease of the Subscription Right Holder or after the establishment of a Good Leaver Situation, the Subscription Right Holder passes away, all Subscription Rights held by such Subscription Right Holder shall pass to his/her Personal Representative(s) and, upon vesting of the Subscription Rights, the Personal Representative(s) will be able to exercise the nonexercised Subscription Rights during each Exercise Period within the Exercise Term.

#### <span id="page-17-1"></span><span id="page-17-0"></span>**8.3 Bad Leaver Situation**

#### **8.3.1 After the third anniversary of the Deed of Issuance**

In case a Bad Leaver Situation occurs after the third anniversary of the Deed of Issuance, the Subscription Right Holder will have time to exercise, during an Exercise Period, his/her nonexercised Subscription Rights until six months after the date of the Bad Leaver Situation. All his/her remaining non-exercised Subscription Rights shall become null and void upon the expiry of such six-month period.

#### <span id="page-17-2"></span>**8.3.2 Before the third anniversary of the Deed of Issuance**

In case the Bad Leaver Situation occurs before the third anniversary of the Deed of Issuance, all granted Subscription Rights that have not vested yet shall automatically become null and void.

#### <span id="page-17-6"></span><span id="page-17-3"></span>**8.4 Change of employment**

- **8.4.1** In case of a cessation of the employment agreement or management agreement for any reason whatsoever, in whatever form and by whomever initiates it of the Subscription Right Holder accompanied by a simultaneous (other) employment or appointment of the Subscription Right Holder (or a company Controlled by the Beneficiary), as a an Employee, Manager or director of the Company or a Subsidiary, the Subscription Rights of the Subscription Right Holder shall continue to vest as set forth in Section [6.2](#page-14-4) (if unvested) and, if and when vested, the Exercise Term of the non-exercised Subscription Rights shall remain unchanged and the Subscription Right Holder will have the time to exercise his/her non-exercised Subscription Rights during each Exercise Period within the Exercise Term.
- **8.4.2** If, however, at any time following such change of employment as described in section [8.4.1,](#page-17-6) a Good Leaver Situation or a Bad Leaver Situation occurs with respect to the Subscription Right Holder, then the rules set forth in section [8.2](#page-16-3) or section [8.3](#page-17-0) respectively shall apply.

#### <span id="page-17-4"></span>**8.5 Deviations**

The Board of Directors may at its discretion decide to deviate at any time from the provisions set forth in this chapter [8,](#page-16-1) including, for the avoidance of doubt, regarding the meaning of any defined terms used in this chapter 8.

In particular, the Board of Directors may decide to accelerate the vesting of any or all of the Subscription Rights in the event of a mutually agreed termination of employment, provided that the Beneficiary has in a satisfactory manner contributed to the successful completion of one or more transactions that materially and substantively utilize the available dealmaking funds.

#### <span id="page-17-5"></span>**9 Amendments and Modifications**

In addition to the other cases provided for by this Plan, the Board of Directors is authorized to take appropriate measures to safeguard the interests of the Subscription Right Holder in case a serious and exceptional circumstance jeopardizing the rights of the Subscription Right Holder occurs.

In addition to the other cases provided for by this Plan, the Board of Directors may also unilaterally modify at any time the Plan in any the following cases:

- the modification relates to the practical and/or accessory modalities of the Plan;
- the modification is required to comply with any change in legislation; or

- the modification is favourable to the Subscription Right Holders.

As soon as reasonably practicable, the Company shall give notice in writing of such modifications to the Subscription Right Holder.

The Subscription Right Holder shall be bound by such modifications.

### <span id="page-18-0"></span>**10 Dispute Resolution**

All disputes relating to this Plan will be brought to the attention of the Board of Directors, who may propose an amicable settlement for a dispute, as the case may be. If required the dispute will be submitted to Courts and Tribunals competent for the judicial area of Antwerp, department of Mechelen (Belgium) whereby all parties involved shall make election of domicile at the seat of the Company. This Plan is governed by Belgian law.

The Plan is not subject to the provisions of the U.S. Employee Retirement Income Security Act of 1974, as amended, and is not a qualified plan under Section 401(a) of the U.S. Internal Revenue Code.

#### <span id="page-18-1"></span>**11 Final Provisions**

#### <span id="page-18-2"></span>**11.1 Additional Information**

The Company will provide the Beneficiary at his/her request with a copy of the articles of association of the Company and any amendments thereto.

#### <span id="page-18-3"></span>**11.2 Taxes and Social Security Treatment**

The Company or a Subsidiary shall be entitled, in accordance with the applicable law or customs, to apply a withholding on the cash salary or the compensation for the month in which the taxable moment occurs or on the cash salary or the compensation of any other following month, and/or the Beneficiary shall be obliged to pay to the Company or a Subsidiary (if so required by the Company or by a Subsidiary) the amount of any tax and/or social security contributions due or payable because of the fact of the grant, the acceptance, the fact that Subscription Rights become susceptible of being exercised or of the exercise of the Subscription Rights, or due or payable in respect of the delivery of the New Shares.

The Company or a Subsidiary shall be entitled, in accordance with the applicable law or customs, to prepare the required reports, necessary as a result of grant of the Subscription Rights, the fact that Subscription Rights become susceptible of being exercised, or the delivery of the Shares.

#### <span id="page-18-4"></span>**11.3 Costs**

Stamp duties, stock exchange taxes and similar charges and taxes levied at the occasion of the exercise of the Subscription Rights and/or the delivery of the New Shares or existing Shares shall be borne by the Subscription Right Holder.

Costs relating to the issue of the Subscription Rights or to the issue of New Shares shall be borne by the Company.

No fees or commissions will be charged by the Company in connection with the issuance of New Shares. All funds received or held by the Company under this Plan may be combined with other corporate funds and may be used for any corporate purpose.

#### <span id="page-18-5"></span>**11.4 Relation to employment or management agreement**

Notwithstanding any provisions to the contrary included in the Plan:

(i) the grant of Subscription Rights and/or subsequent Shares to the Beneficiary in the framework of the Plan is unrelated to his/her pension rights or pension claims, if any, unless specifically provided otherwise in applicable legislation or the terms and conditions of the applicable pension plan;

- (ii) the Plan or any other document relating to the Plan do not confer upon the Beneficiary any right to be continued employment or other contractual relationship for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company or its Subsidiaries to terminate the Beneficiary's employment or other contractual relationship according to the applicable regulations in respect of termination thereof;
- (iii) the grant of Subscription Rights cannot be considered as a right acquired for the future; and
- (iv) any rights and entitlements pursuant to this Plan are granted on a discretionary basis. Repeated grants do not entitle the Beneficiary to any future grant. Grants remain in the complete discretion of the Company. In particular, the Company reserves the right to determine the scope of beneficiaries and the conditions of the Plan in relation to any further grant.

The Beneficiary shall not be entitled to claim any damages or compensation in connection with the Plan, resulting from the cessation of his/her mandate, employment agreement or consultancy or management agreement with the Company or a Subsidiary, based on any reason whatsoever.

## <span id="page-19-0"></span>**11.5 Shareholders' Meetings**

Subscription Right Holders have the right to participate in the Shareholders' Meetings of the Company, but without voting right and only with an advisory voice, subject to complying with the formalities set forth in the convocation for the Shareholders' Meeting.

## <span id="page-19-1"></span>**11.6 Communication with Subscription Right Holders**

By accepting Subscription Rights, the Subscription Right Holder agrees that documentation can be validly communicated by the Company by e-mail, including convocations for Shareholders' Meetings and documentation pertaining to the exercise of Subscription Rights.

### <span id="page-19-2"></span>**11.7 Address Change**

The Subscription Right Holder is obliged to keep the Company informed in writing of changes to his/her address and changes to his/her e-mail address. Communications sent by the Company to the last known address or e-mail address of the Subscription Right Holder are validly made.

### <span id="page-19-3"></span>**11.8 Reoffer or Resale of Shares Received under the Plan**

The Subscription Right Holder may sell the Shares subscribed for pursuant to the Exercise of Subscription Rights in any manner permitted under Belgian law and applicable U.S. (securities and other) law(s), so long as the conditions associated with the holding of privileged information have been met.

The "inside information" provisions of the applicable securities laws and the Company's Dealing Code impose further restrictions on resales by all individuals who know of material non-public information regarding the Company, whether or not the individual is a staff member, an officer or a director of the Company or any of its Subsidiaries.

### <span id="page-19-4"></span>**11.9 Liens**

No one can place a lien on any Subscription Right granted to the Beneficiary under the Plan.

\*\*\*

Free translation for information purposes only

# **ANNEX A: Eligible Person**

[Redacted]

# **ANNEX B: Privacy and processing of Personal Data**

To enable the proper set-up and management of the Plan and the Subscription Rights register, Personal Data about each Beneficiary will need to be collected and used. This Schedule sets out the obligations of Galapagos and the rights of the Beneficiary regarding any such collection and use, and provides the legally required information in this respect.

## **1 Identity of the person responsible for your Personal Data**

Galapagos NV is the so-called "**Data Controller**", which is responsible for the collection and processing of Personal Data as is necessary for the setting-up and management of the Plan and the Subscription Rights register of Galapagos in electronic form, including for reporting purposes.

## **2 Why and how Personal Data is collected and used**

The Personal Data will either be collected via e-mail, the Online Tool or Galapagos' HR IS system. It will be used exclusively for the purposes of the administration of the Plan and the maintenance of the Subscription Rights register of Galapagos in electronic form.

The Personal Data collected in the context of the Plan and the Subscription Rights register will be stored for a period as long as necessary under applicable law, i.e. at least a period of at least ten years and as long as required pursuant to financial audit requirements.

The Data Controller and any Data Processor will collect and process the Beneficiary's Personal Data in accordance with the GDPR and this Schedule.

### **3 Nature of the Personal Data**

The following Personal Data relating to the Beneficiary will be collected and used:

- (i) contact details (e.g. names\*, private/professional\* (e-mail) addresses/phone numbers);
- (ii) electronic identification data;
- (iii) personal characteristics (i.e. date of birth\* or date of incorporation);
- (iv) financial data (e.g. details regarding bank account); and
- (v) details of all information relating to Subscription Rights awarded, cancelled, vested, unvested or outstanding.

### **4 Other persons having access to the Personal Data and purpose thereof**

The Data Controller can transfer the Personal Data to the following categories of recipients:

- (vi) the provider of the Online Tool;
- (vii) payroll operators ((not applicable for a Permanent Representative);
- (viii) regulatory authorities for the purposes of complying with legal obligations in connection with the Plan;
- (ix) financial institutions responsible for the administration of the Subscription Right Plans and Exercise process; and
- (x) any member of the Galapagos group for the administration and management of the Plan.

Such recipients may be located in jurisdictions outside the European Economic Area ("**EEA**") that may not provide an adequate level of personal data protection. The Data Controller relies upon an adequacy decision and/or has implemented a legally valid data transfer mechanism and put in place suitable

safeguards to ensure that any such transfer of personal data outside the EEA is done in compliance with the GDPR, namely through the conclusion of the EU standard contractual clauses approved by the Commission prior to any such transfer.

#### **5 Legal basis allowing Galapagos to collect and use Personal Data**

The processing of Personal Data of the Beneficiary by the Data Controller in the context of this Plan is necessary for the performance of the contractual arrangements between the Beneficiary and the Data Controller referred to in the introduction of this Plan (i.e. providing certain Managers and certain Employees of Galapagos the opportunity to receive Subscription Rights as an incentive). Failure by the Beneficiary to provide the necessary and accurate Personal Data will result in the impossibility for Galapagos to perform part of its contractual arrangements towards the Beneficiary.

The Data Controller can also process Personal Data of the Beneficiary to comply with its legal obligations towards the regulatory authorities.

#### **6 Rights of the Beneficiary**

The Beneficiary can exercise his/her right to request access to and rectification or, in certain circumstances, erasure of his/her Personal Data or restriction of processing concerning the Beneficiary or to object to processing as well as the right to data portability by sending a written request to dpo@glpg.com.

If the Beneficiary is not satisfied with how Galapagos processes his/her Personal Data, he/she may contact Galapagos through dpo@glpg.com. He/she also has the right to make a complaint to the Belgian Data Protection Authority.