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Galapagos NV — AGM Information 2014
Mar 28, 2014
3954_rns_2014-03-28_42d8bc0e-202f-4055-8c38-7918ad9ec31f.pdf
AGM Information
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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 and Extraordinary General Shareholders' Meetings to be held on 29 April 2014
In summary:
1. Holders of dematerialized shares
By no later than 23 April 2014:
- 1. provide us with a bank certificate stating the shares held by you on 15 April 2014 at 24h00 CET (the "record date") with which you wish to participate in the Shareholders' Meetings;
- 2. provide us with a notification of your intention to participate in the Shareholders' Meetings; 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 23 April 2014:
- 1. provide us with a notification of your intention to participate in the Shareholders' Meetings, indicating the number of shares held by you on 15 April 2014 at 24h00 CET (the "record date") with which you wish to participate in the Shareholders' Meetings; and
- 2. if you will not attend in person, provide us with a completed and signed proxy form.
- 3. Holders of bearer shares
The bearer shares that were not yet converted into registered shares of dematerialized shares by 31 December 2013 at the latest, have been automatically converted into dematerialized shares pursuant to applicable law. These shares have been credited to a securities account in the name of the company (without the company acquiring the capacity of owner of such shares). The exercise of the rights attaching to these shares (including the right to participate at Shareholders' Meetings) shall be suspended until a person that has been able to lawfully evidence his capacity of titleholder, requests and obtains that the relevant shares are registered in his name in the register of registered shares or credited to a securities account.
Registration and admission formalities
In order to be admitted to the Shareholders' Meetings, 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 15 April 2014 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;
- (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. 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' Meetings, as well as the number of shares with which they intend to participate in the Shareholders' Meetings.
This notification must be submitted to Galapagos by e-mail ([email protected]) or by post (Galapagos NV, attn. Xavier Maes, Generaal De Wittelaan L11 A3, 2800 Mechelen, Belgium), and must reach Galapagos by no later than 23 April 2014.
[All holders of warrants issued by the Company may attend the Shareholders' Meetings 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' Meetings may appoint another person as their proxy, by post or e-mail. 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]) or by post (Galapagos NV, attn. Xavier Maes, Generaal De Wittelaan L11 A3, 2800 Mechelen, Belgium), and must reach Galapagos by no later than 23 April 2014.
Right to ask questions
Shareholders that have complied with the registration and admission formalities for the Shareholders' Meetings 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]) or by post (Galapagos NV, attn. Xavier Maes, Generaal De Wittelaan L11 A3, 2800 Mechelen, Belgium), and must reach Galapagos by no later than 23 April 2014.
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' Meetings 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]) or by post (Galapagos NV, attn. Xavier Maes, Generaal De Wittelaan L11 A3, 2800 Mechelen, Belgium), and must reach Galapagos by no later than 7 April 2014. As the case may be, Galapagos shall publish the modified agenda at the latest on 14 April 2014.
Availability of documents
The documentation relating to this Shareholders' Meetings 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) 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. Xavier Maes, Generaal De Wittelaan L11 A3, 2800 Mechelen, Belgium (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' Meetings.
The natural persons who intend to attend the Shareholders' Meetings 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' Meetings. 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 Shareholders' Meetings.