Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Galapagos NV AGM Information 2013

Mar 30, 2013

3954_rns_2013-03-30_d0273937-176c-4d8c-b355-864f6653313f.pdf

AGM Information

Open in viewer

Opens in your device viewer

GALAPAGOS

Limited Liability Company Generaal De Wittelaan L11 A3, 2800 Mechelen, Belgium Company Number: 0466.460.429 RLE Mechelen

(the "Company")

Participation formalities for the Annual General Shareholders' Meeting to be held on 30 April 2013

In summary:

1. Holders of dematerialized shares

By no later than 24 April 2013:

  • 1. provide us with a bank certificate stating the shares held by you on 16 April 2013 at 24h00 CET (the "record date") with which you wish to participate in the Shareholders' Meeting;
  • 2. provide us with a notification of your intention to participate in the Shareholders' Meeting; and
  • 3. if you will not attend in person, provide us with a completed and signed proxy form.
  • 2. Holders of registered shares

By no later than 24 April 2013:

  • 1. provide us with a notification of your intention to participate in the Shareholders' Meeting, indicating the number of shares held by you on 16 April 2013 at 24h00 CET (the "record date") with which you wish to participate in the Shareholders' Meeting; and
  • 2. if you will not attend in person, provide us with a completed and signed proxy form.
  • 3. Holders of bearer shares

By no later than 16 April 2013: convert your bearer shares into registered or dematerialized shares and subsequently proceed with the abovementioned admission formalities.

Registration and admission formalities

In order to be admitted to the Shareholders' Meeting, the shareholders must fulfill the formalities described in sections (a) and (b) below, i.e.:

(a) their shares must be registered in their name on 16 April 2013 at 24:00h (Belgian time) (this is the "record date").

  • For dematerialized shares: the shares will be registered in the name of the shareholder, on the record date, in the accounts of a recognized account holder or a clearing institution, without any action being required on the part of the shareholder;
  • For registered shares: the shares will be registered in the name of the shareholder, on the record date, in the Company's register of registered shares, without any action being required on the part of the shareholder;
  • For bearer shares: the holders of bearer shares must convert their bearer shares into registered or dematerialized shares at the latest on 16 April 2013 before complying with the above-mentioned admission formalities. Shareholders are reminded that since 1 January 2008 bearer shares lodged in a securities account are automatically converted into dematerialized shares in accordance with the Belgian Law of 14 December 2005 on the abolition of bearer securities.
  • (b) they must give a notification of their intention to participate in the Shareholders' Meetings and of the number of shares they wish to represent in the voting.
  • For holders of dematerialized shares and registered shares: the notification takes place by providing the Company with a signed form, which is available at the Company's registered office and on the Company's website under the tab "Investors > Shareholders' Meetings" (www.glpg.com), indicating their intention to participate in the Shareholders' Meeting, as well as the number of shares with which they intend to participate in the Shareholders' Meeting.
  • For holders of bearer shares: the holders of bearer shares must convert their bearer shares into registered or dematerialized shares before complying with the abovementioned admission formalities.

This notification must be submitted to Galapagos by e-mail ([email protected]), by post (Galapagos NV, attn. Legal Department, Generaal De Wittelaan L11 A3, 2800 Mechelen, Belgium) or by fax (+32 15 342 994), and must reach Galapagos by no later than 24 April 2013.

[All holders of warrants issued by the Company may attend the Shareholders' Meeting though only with an advisory vote, and they are subject to the same attendance requirements as those applicable to the holders of registered shares.]

Proxy

Shareholders that have complied with the registration and admission formalities for the Shareholders' Meeting may appoint another person as their proxy, by post, e-mail or fax. Shareholders who so wish to be represented by proxy should appoint a proxy holder by using the proxy form made available at the Company's registered office and on the Company's website under the tab "Investor > Shareholders' Meetings" (www.glpg.com).

The signed proxy form must be submitted to Galapagos by e-mail ([email protected]), by post (Galapagos NV, attn. Legal Department, Generaal De Wittelaan L11 A3, 2800 Mechelen, Belgium) or by fax (+32 15 342 994), and must reach Galapagos by no later than 24 April 2013.

Right to ask questions

Shareholders that have complied with the registration and admission formalities for the Shareholders' Meeting can ask questions in writing to the Directors with respect to their report or the agenda items

and to the Statutory Auditor with respect to its report. Such questions must be submitted to Galapagos by e-mail ([email protected]), by post (Galapagos NV, attn. Legal Department, Generaal De Wittelaan L11 A3, 2800 Mechelen, Belgium) or by fax (+32 15 342 994), and must reach Galapagos by no later than 24 April 2013.

Right to add agenda items

One or more shareholders, who together possess at least three per cent (3%) of the Company's registered capital, may request for items to be added to the agenda of the Shareholders' Meeting and submit proposed resolutions in relation to existing agenda items or new items to be added to the agenda. Such requests, along with proof of ownership of the required participation, and, as the case may be, the text of the items to be dealt with and the related proposed resolutions, must be submitted to Galapagos by e-mail ([email protected]), by post (Galapagos NV, attn. Legal Department, Generaal De Wittelaan L11 A3, 2800 Mechelen, Belgium) or by fax (+32 15 342 994), and must reach Galapagos by no later than 8 April 2013. As the case may be, Galapagos shall publish the modified agenda at the latest on 15 April 2013.

Availability of documents

The documentation relating to this Shareholders' Meeting or that must be made available pursuant to law, as well as the total number of shares and voting rights at the date of the convening notice, are available on the Company's website under the tab "Investor > Shareholders' Meetings" (www.glpg.com). Hard copies of these documents can be obtained at no cost by simple request via e-mail ([email protected]), post (Galapagos NV, attn. Legal Department, Generaal De Wittelaan L11 A3, 2800 Mechelen, Belgium), fax (+32 15 342 994), or telephone (+32 15 342 979). Please address any requests for more information to Galapagos' Legal Department (Phone: +32 15 342 979). Correspondence can be sent to Galapagos NV, attn. Legal Department, Generaal De Wittelaan L11 A3, 2800 Mechelen, Belgium (fax: +32 15 342 994; e-mail: [email protected]).

Miscellaneous

In order to facilitate an expedient registration, the participants are requested to be present at least fifteen minutes prior to the start of the Shareholders' Meeting.

The natural persons who intend to attend the Shareholders' Meeting in their capacity of owners of securities, proxy holders or representatives of a legal entity must be able to provide evidence of their identity in order to be granted access to the Shareholders' Meeting. The representatives of legal entities must hand over the documents establishing their capacity as corporate representative or attorney-in-fact. These documents will be verified immediately before the start of the Meeting.