Galapagos NV: Convocation Annual General Shareholder Meeting

MECHELEN, BELGIUM--(Marketwire - March 23, 2012) - The Board of Directors of Galapagos NV (hereinafter “the Company” or “Galapagos”) has the honor to invite the Shareholders, Warrant Holders, Directors and Statutory Auditor of the Company to the Annual General Shareholders’ Meeting that will be held on Tuesday 24 April 2012 at 14h00 (CET)at the registered office of the Company.

AGENDA OF THE ANNUAL GENERAL SHAREHOLDERS’ MEETING

1. Communication and discussion of the annual report of the Board of Directors relating to the non-consolidated and consolidated annual accounts of the Company for the financial year ended on 31 December 2011, and of the report of the Statutory Auditor relating to the non-consolidated annual accounts of the Company for the financial year ended on 31 December 2011.

2. Communication and approval of the non-consolidated annual accounts of the Company for the financial year ended on 31 December 2011 and approval of the allocation of the annual result as proposed by the Board of Directors. Proposal of resolution: The General Shareholders’ Meeting resolves to approve the non-consolidated annual accounts of the Company for the financial year ended on 31 December 2011, as well as the allocation of the annual result as proposed by the Board of Directors.

3. Communication and discussion of the report of the Statutory Auditor relating to the consolidated annual accounts of the Company for the financial year ended on 31 December 2011.

4. Communication and discussion of the consolidated annual accounts of the Company for the financial year ended on 31 December 2011.

5. Communication and approval of the remuneration report. Proposal of resolution: The General Shareholders’ Meeting resolves to approve the remuneration report.

6. Discharge of the Directors and the Statutory Auditor for the exercise of their mandate during the financial year ended on 31 December 2011. Proposal of resolution: The General Shareholders’ Meeting resolves, by separate vote, to grant discharge for each of the Directors and for the Statutory Auditor, in function during the financial year ended on 31 December 2011, for their activities exercised during the financial year ended on 31 December 2011.

7. Re-appointment of the Statutory Auditor and determination of the Statutory Auditor’s remuneration. Proposal of resolution: The General Shareholders’ Meeting resolves: (i) to re- appoint Deloitte Bedrijfsrevisoren, Berkenlaan 8b, 1831 Diegem, Belgium, represented by Mr Gino Desmet, as Statutory Auditor of the Company, for a period which will end at the General Shareholders’ Meeting in 2015 which has the approval of the annual accounts on its agenda, and (ii) to determine the annual remuneration of the Statutory Auditor at 200,000 euro for the control of the statutory and the consolidated accounts of the group over 2012. This amount is exclusive of expenses and VAT, and is subject to an annual indexation as from 2013.

8. Remuneration of Directors. Proposal of resolution: The General Shareholders’ Meeting resolves that: (i) the annual remuneration of the Independent Directors for the exercise of their mandate as a Director of the Company is fixed at EUR20,000 plus expenses, (ii) an additional compensation of EUR5,000 is paid to the chairman of the Audit Committee for his activities as chairman of the Audit Committee, (iii) the annual remuneration for non-executive Directors who are not Independent Directors and who do not represent a shareholder is fixed at EUR20,000 plus expenses, (iv) an additional compensation of EUR20,000 is paid to Directors who provide actively and on a regular basis independent clinical and scientific advice; (v) in case a Director attends less than 75% of the meetings of the Board of Directors, the amounts mentioned in (i) (ii) (iii) and (iv) will be reduced pro rata the absence score of such Director; (vi) the Directors who represent a shareholder on the Board of Directors will only receive reimbursement of the expenses they incur for attending meetings of the Board of Directors and no other compensation or remuneration for their mandate as a Director, (vii) Dr Raj Parekh will not receive any remuneration for his mandate as a Director, (viii) power of attorney is granted to the Board of Directors to determine the total remuneration package of the Managing Director (CEO) for his management function in the Company and that this remuneration will include compensation for his mandate as a Director of the Company.

9. Miscellaneous.

INVITATION FOR THE EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING ON 24 APRIL 2012

The Board of Directors of Galapagos NV (hereinafter “the Company” or “Galapagos”) has the honor to invite the Shareholders, Warrants Holders, Directors and Statutory Auditor of the Company to the Extraordinary General Shareholders’ Meeting that will be held in the presence of a notary public and that will take place on Tuesday 24 April 2012, immediately after the Annual General Shareholders’ Meeting of 24 April 2012, at the registered office of the Company. In the event that this Extraordinary General Shareholders’ Meeting cannot take place on 24 April 2012 because the legally required quorum to discuss and resolve has not been reached and a second convocation is required, this Extraordinary General Shareholders’ Meeting, after second convocation, with an identical agenda, will take place on Wednesday 16 May 2012 at 11h30 at the registered office of the Company.

AGENDA OF THE EXTRAORDINARY GENERAL SHAREHOLDERS’ MEETING

Amendments to the Articles of Association of the Company.

1. Amendment of the Articles of Association of the Company to make them compliant with the provisions of the Law relating to the exercise of certain rights of shareholders of listed companies.

1.1 Amendment of article 27 of the Articles of Association of the Company. Proposal of resolution: The Extraordinary General Shareholders’ Meeting resolves to delete the fourth paragraph of article 27 of the Articles of Association of the Company.

1.2 Amendment of article 28 of the Articles of Association of the Company.
Proposal of resolution: The Extraordinary General Shareholders’ Meeting resolves to delete in its entirety the text of article 28 of the Articles of Association of the Company and to replace it with the following text:
“28. CONVOCATION
The general meeting assembles pursuant to a convocation by the board of directors or of the statutory auditor(s).
The convocations of a general meeting are made in accordance with article 533 §2, article 535 and other provisions of the Code of companies.
The convocations of a general meeting contain at least the information set forth in article 533bis §1 of the Code of companies.
On the day of publication of the convocation and uninterruptedly until the day of the general meeting the company makes available to its shareholders the information set forth in article 533bis §2 of the Code of companies. This information remains accessible on the company’s website for a period of five years as from the date of the general meeting to which it relates.
The foregoing does not prejudice the possibility of one or more shareholders possessing together at least 3% of the share capital to have items to be dealt with put on the agenda of the general meeting and table proposals of resolutions with respect to items on the agenda or items to be put on the agenda, subject to compliance with the relevant provisions of article 533ter of the Code of companies. This does not apply in case a general meeting is called with a new convocation because the quorum required for the first convocation was not achieved, and on condition that the first convocation is in compliance with the provisions of the law, the date of the second meeting is mentioned in the first convocation and no new item is put on the agenda. The company must receive these requests ultimately on the 22(nd) day before the date of the general meeting. The items to be dealt with and the proposals of resolution in connection with them that would be added to the agenda, as the case may be, will be published in accordance with the provisions of the Code of companies. If a proxy form has already been submitted to the company before the publication of the completed agenda, the proxy holder will need to comply with the relevant provisions of the Code of companies. The items to be dealt with and the proposals of resolution in connection with them that have been added to the agenda pursuant to the foregoing, shall only be discussed if all relevant provisions of the Code of companies have been complied with.”

1.3 Amendment of article 29 of the Articles of Association of the Company.
Proposal of resolution: The Extraordinary General Shareholders’ Meeting resolves to delete in its entirety the text of article 29 of the Articles of Association of the Company and to replace it with the following text:
“29. ADMISSION
The right to participate in a general meeting and to vote is only granted based on an accounting registration of the shares on the name of the shareholder, on the 14(th) day before the general meeting, at 24:00h (Belgium time), either by their inscription in the register of nominative shares of the company, or by their inscription on the accounts of a recognized account holder or of a clearing institution, irrespective of the number of shares the shareholder possesses at the day of the general meeting.
The day and time referred to in the first paragraph form the record date.
The shareholder notifies the company, or the person appointed by the company for that purpose, ultimately on the 6(th) day before the date of the meeting, that he wants to participate in the general meeting.
The financial intermediary or the recognized account holder or the clearing institution provides the shareholder with a certificate that shows the number of dematerialized shares registered on the name of the shareholder on his accounts on the record date, for which the shareholder has indicated his desire to participate in the general meeting.
In a register designated by the board of directors, the name and address or registered office of each shareholder who has notified the company of its intention to participate in the general meeting are noted, as well as the number of shares he possessed on the record date and for which he has indicated to be participating in the general meeting, and the description of the documents demonstrating that he was in possession of the shares on said record date. The holders of bearer shares must beforehand arrange for conversion of their shares into nominative shares or dematerialized shares to be able to participate in the general meeting.
An attendance list, mentioning the names of the shareholders and the number of shares they represent, must be signed by each of them or by their proxy holders before entering the meeting.
The holders of bonus shares (“winstbewijzen/parts bénéficiaires”), non-voting shares, bonds, warrants or other securities issued by the company, as well as the holders of certificates issued with collaboration of the company and representing securities issued by the company (if any such exist), may attend the general meeting with advisory vote insofar permitted by law. They may only participate in the vote in the cases determined by law. They are in any event subject to the same formalities as those imposed on the shareholders, with respect to notice of attendance and admission, and the form and submission of proxies.”

1.4 Amendment of article 30 of the Articles of Association of the Company.
Proposal of resolution: The Extraordinary General Shareholders’ Meeting resolves to delete in its entirety the text of article 30 of the Articles of Association of the Company and to replace it with the following text:
“30. REPRESENTATION - DISTANT VOTING - DISTANT ATTENDANCE
Each shareholder with voting rights may participate in the meeting in person or may have himself represented by a proxy holder in accordance with the provisions of the Code of companies.
A person acting as proxy holder may carry a proxy of more than one shareholder; in such case he may vote differently for one shareholder than for another shareholder.
The appointment of a proxy holder by a shareholder must be in writing or by means of an electronic form and must be signed by the shareholder, as the case may be with an electronic signature as defined by the applicable provisions in Belgian law.
The notification of the proxy to the company must be in writing, by electronic way as the case may be, to the address mentioned in the convocation. The company must receive the proxy ultimately on the 6(th) day before the date of the meeting.
The board of directors may determine the text of the proxies provided that the liberty of the shareholder to vote must be respected and that the conditions do not reduce the shareholder’s rights.
The board of directors has the possibility to provide in the convocation that the shareholders can vote from a distance, before the general meeting, by letter or by electronic way, by means of a form made available by the company.
In case of distant voting by letter, the forms that have not been received by the company ultimately on the 6(th) day before the date of the meeting, shall not be taken into account.
In case of distant voting by electronic way, assuming the convocation allows it, the conditions permitting the shareholder to vote in that way will be established by the board of directors, who will make sure that the applied communication mechanism is capable of introducing the mandatory legal statements, of verifying the compliance with the required timing of receipt, and of controlling the capacity and identity of the shareholder. Electronic voting is possible until the day before the general meeting.
The shareholder who uses distant voting, either by letter, or, as the case may be, by electronic way, must comply with the requirements for admission as set forth in article 29 of the articles of association.
The board of directors can offer the shareholders the possibility to participate in the general meeting from a distance, by means of a communication mechanism made available by the company. With respect to the compliance with the conditions relating to attendance and majority, the shareholders who participate in the general meeting in this way, if this possibility is offered, are deemed to be present at the location where the general meeting is held. If the board of directors offers the possibility to participate in this way, from a distance, in the general meeting, the board determines the conditions that will apply hereto in accordance with the relevant provisions of the Code of companies. The board of directors may extent this possibility (if it is offered) to the holders of bonus shares, bonds, warrants or certificates issued with collaboration of the company, taking into account the rights attached thereto, and in accordance with the relevant provisions of the Code of companies.”

1.5 Amendment of article 32 of the Articles of Association of the Company.
Proposal of resolution: The Extraordinary General Shareholders’ Meeting resolves to delete in its entirety the text of article 32 of the Articles of Association of the Company and to replace it with the following text:
“32. ADJOURNMENT
The board of directors has the right to adjourn each general meeting one time, for five weeks, irrespective of the agenda items and without having to justify this decision. The board may use this right at any time, but only after opening of the meeting. The decision of the board must be communicated to the assembly before closing of the meeting and must be mentioned in the minutes. Such adjournment nullifies every decision taken. The formalities for admission need to be complied with again. The existing proxies and permissions to attend the adjourned meeting cease to be valid. At the meeting that will be held in continuation of the adjourned meeting the same agenda will be entirely tabled again and finished.”

1.6 Amendment of article 33 of the Articles of Association of the Company.
Proposal of resolution: The Extraordinary General Shareholders’ Meeting resolves to delete the second paragraph of article 33 of the Articles of Association of the Company.

1.7 Amendment of article 34 of the Articles of Association of the Company.
Proposal of resolution: The Extraordinary General Shareholders’ Meeting resolves that in article 34 of the Articles of Association of the Company: (i) the first paragraph be deleted, and (ii) the second paragraph (after the deletion mentioned in (i) above) be deleted and replaced with the following text: “The directors give answer to the questions they are asked by the shareholders, during the meeting or in writing, relating to their report or to the agenda items, insofar the communication of information or facts is not of such nature that it would be detrimental for the business interests of the company or for the confidentiality to which the company or its directors are bound. The statutory auditors give answer to the questions they are asked by the shareholders, during the meeting or in writing, relating to their report, insofar the communication of information or facts is not of such nature that it would be detrimental for the business interests of the company or for the confidentiality to which the company, its directors or the statutory auditors are bound. In case several questions relate to the same subject matter, the directors and the statutory auditors may respond in one answer. As soon as the convocation is published, the shareholders may ask their questions in writing, that will be answered during the meeting by the directors or the statutory auditors, as the case may be, insofar such shareholders have complied with the formalities required to be admitted to the meeting. The questions may also be directed to company by electronic way via the address that is mentioned in the convocation for the general meeting. The company needs to receive these written questions ultimately on the 6(th) day before the meeting.”, and (iii) in the fifth paragraph (after the deletion mentioned in (i) above) the words “The votes are taken” are deleted and replaced with the words: “The votes cast during the meeting are taken”.

1.8 Amendment of article 35 of the Articles of Association of the Company.
Proposal of resolution: The Extraordinary General Shareholders’ Meeting resolves that in article 35 of the Articles of Association of the Company: (i) in the second paragraph, the words “by the chairman of the board of directors or by two directors” be deleted and replaced with the words “by one or more directors"; and (ii) a third paragraph is added with the following text: “The minutes shall mention, for every resolution, the number of shares for which valid votes are cast, the percentage of the share capital that these shares represent, the total number of votes validly cast, and the number of votes cast in favor or against each resolution, as well as the number of abstentions, if any. In the minutes of the general meetings with possibility of distant attendance (if this possibility is offered) the technical problems and incidents (if any) that have hindered or disturbed the participation by electronic means, shall be mentioned. This information will be published by the company on its website, within 15 days after the general meeting.”

2. Update of certain terms used in the Articles of Association of the Company.

2.1 Amendment of article 8 of the Articles of Association of the Company.
Proposal of resolution: The Extraordinary General Shareholders’ Meeting resolves that in article 8 of the Articles of Association of the Company the words “articles 1 to 4 of the Law of 2 March 1989 relating to the disclosure of important interests in companies listed on a stock market and to the regulation of the public takeover bids” be deleted and replaced with the words “articles 6 through 17 of the Law of 2 May 2007 relating to the disclosure of important interests.”

2.2 Proposal of resolution: The Extraordinary General Shareholders’ Meeting resolves that in the Articles of Association of the Company the words “Banking, Finance and Insurance Commission” be replaced with the words “Financial Services and Markets Authority (FSMA)”.

3. Power of attorney.
Proposal of resolution: The Extraordinary General Shareholders’ Meeting resolves to grant all necessary powers: (i) to any director and/or the internal legal counsel with respect to the implementation of the preceding resolutions, and (ii) to any Belgian notary public to establish a coordinated version of the Articles of Association of the Company and to file this coordinated version with the registry of the commercial court and to arrange for the completion of all necessary formalities with the competent authorities.

PRACTICAL PROVISIONS THAT ARE COMMON FOR BOTH GENERAL SHAREHOLDERS’ MEETINGS

Registration and participation
In order to participate and vote in the General Shareholders’ Meetings, shareholders must satisfy the two conditions set out in points (A) and (B), namely:
(A) Their shares must be registered in their name on 10 April 2012 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 body, 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 shareholders, without any action being required on the part of the shareholder. For bearer shares: the shares will be registered after the shareholder has submitted his shares to a financial institution of his choice, by no later than 10 April 2012.
(B) They must give notification of their wish to participate in the General Shareholders’ Meetings and of the number of shares they wish to represent in the voting.
This notification and the certificate proving possession of the shares on the record date must be submitted to Galapagos by e-mail (shareholders@glpg.com), by post (Galapagos NV, attn. Legal Department, Generaal De Wittelaan L11 A3, B- 2800 Mechelen, Belgium) or by fax (+32 15 342 994), and must reach Galapagos by no later than 18 April 2012.

All holders of warrants issued by the Company may attend the General Shareholders’ Meetings though only with an advisory vote, and they are subject to the same attendance requirements as those applicable to the holders of shares in the Company’s register of shareholders.

Proxies
Shareholders who have complied with the formalities for registration and participation in the General Shareholders’ Meetings may designate another person as their proxy by post, e-mail or fax. If you decide to be represented by a third party, you must complete and sign the proxy forms available on our website (www.glpg.com). The signed proxy forms must be submitted to Galapagos by e-mail (shareholders@glpg.com), by post (Galapagos NV, attn. Legal Department, Generaal De Wittelaan L11 A3, B-2800 Mechelen, Belgium) or by fax (+32 15 342 994), and must reach Galapagos by no later than 18 April 2012.

Voting by letter
Shareholders who have complied with the formalities for registration and participation in the General Shareholders’ Meetings may vote by letter on matters on the agenda of the General Shareholders’ Meetings. If you decide to vote by letter, you must complete and sign the forms for voting by letter, available on our website (www.glpg.com). The signed forms for voting by letter may be submitted to Galapagos by e-mail (shareholders@glpg.com) or by fax (+32 15 342 994), provided however that the original signed forms for voting by letter must reach Galapagos by courier or by registered letter (Galapagos NV, attn. Legal Department, Generaal De Wittelaan L11 A3, B-2800 Mechelen, Belgium) by no later than 18 April 2012.

Written questions
Shareholders who have complied with the formalities for registration and participation in the General Shareholders’ Meetings may submit written questions to the Directors about their report or the items on the agenda, and to the Statutory Auditor about his report. Such questions must be submitted to Galapagos by e-mail (shareholders@glpg.com), by post (Galapagos NV, attn. Legal Department, Generaal De Wittelaan L11 A3, B-2800 Mechelen, Belgium) or by fax (+32 15 342 994), and must reach Galapagos by no later than 18 April 2012.

Additional items on the agenda
One or more shareholders, who together possess at least 3% of Galapagos’ share capital, may have items to be dealt with placed on the agenda of the General Shareholders’ Meetings and submit motions for resolution on items included or to be included in the agenda. Such requests, along with proof of possession of the required participation, and, as the case may be, the text of the items to be dealt with and the related motions for resolution, must be submitted to Galapagos by e-mail (shareholders@glpg.com), by post (Galapagos NV, attn. Legal Department, Generaal De Wittelaan L11 A3, B-2800 Mechelen, Belgium) or by fax (+32 15 342 994), and must reach Galapagos by no later than 2 April 2012. Where applicable, Galapagos will announce the supplemented agenda by no later than 9 April 2012

Documentation and information
The documents in connection with the General Shareholders’ Meetings will be made available on Galapagos’ website: www.glpg.com. Hard copies of the documents can be obtained at no cost by simple request via e-mail (shareholders@glpg.com), post (Galapagos NV, attn. Legal Department, Generaal De Wittelaan L11 A3, B- 2800 Mechelen, Belgium), fax (+32 15 342 994), or telephone (+32 15 342 932). Please address any requests for more information to Galapagos’ Legal Department (Phone: +32 15 342 932). Correspondence can be sent to Galapagos NV, attn. Legal Department, Generaal De Wittelaan L11 A3, B-2800 Mechelen, Belgium (Fax: +32 15 342 994; E-mail: shareholders@glpg.com).

All persons wishing to attend the General Shareholders’ Meetings are invited to be present at least 15 minutes prior to the scheduled start of the Meetings to ensure a smooth completion of the admission formalities.

The Board of Directors.

This announcement is distributed by Thomson Reuters on behalf of Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and other applicable laws; and
(ii) they are solely responsible for the content, accuracy and originality of the information contained therein.

[HUG#1596777]