The following description of the rights attached to the shares sets out the shareholders’ rights under the Belgian Companies Code, as supplemented by the Company’s Articles of Association. The following description is a summary and does not purport to be complete.
The Annual Shareholders’ Meeting convened inter alia to approve the annual accounts and declare dividends, is held every year on the last Tuesday of April at 2:00 p.m. CET. If such day is a public holiday, the Shareholders’ Meeting will be held on the following working day at 2:00 p.m. CET.
An Extraordinary Shareholders’ Meeting may be convened each time the interest of the Company so requires and is to be convened each time shareholders representing together one fifth of the Company’s registered capital so request.
Shareholders’ Meetings take place at the registered office of the Company or at any other place that is mentioned in the convening notice.
Notices of all Shareholders’ Meetings must state the agenda and the proposed resolutions, at least thirty days prior to the meeting (i) in the Belgian State Gazette, (ii) in one or more national newspapers in Belgium and the Netherlands, (iii) in media which can reasonably be relied upon for an effective distribution of information to the public throughout the EEA ensuring fast access on a non-discriminatory basis, and (iv) in the Dutch Daily Official List. A notice in the Belgian State Gazette suffices however in Belgium for Annual Shareholders’ Meetings taking place in the municipality, at the location, on the day and the hour indicated in the deed of incorporation of the Company having an agenda limited to the review of the annual accounts, the annual report, the report of the auditors and the vote on the discharge from liability of the directors and the auditors.
Notices of Shareholders’ Meeting must be sent by registered mail to the registered holders of warrants, the directors and the statutory auditor and, if any, registered shareholders, bondholders and holders of certificates issued with cooperation of the Company, thirty days before the date of the Shareholders’ Meeting. Any such person may attend the Shareholders’ Meeting.
The right to participate in a Shareholders’ Meeting is granted based on an accounting registration of the shares on the name of the shareholder, on the 14th day before the Shareholders’ Meeting, at midnight (CET) (i.e. the “record date”), either by their registration in the register of registered shares of the Company, or by their registration 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 shareholders’ meeting. Holders of bearer shares must arrange for prior conversion of their shares into registered shares or dematerialized shares to be able to participate in the Shareholders’ Meeting.
In addition to registering its shares, a shareholder wishing to attend and participate in a Shareholders’ Meeting will have to notify the Company of its intention to take part in the Meeting, at the latest on the 6th day preceding the date of the shareholders’ meeting.
Right to add items to the agenda and file resolution proposals
One or more shareholders holding together at least 3% of the share capital may add items to the agenda of a Shareholders’ Meeting or file resolution proposals relating to items already on the agenda. This right does, however, not apply to a Shareholders’ Meetings that is convened following lack of quorum at a first Shareholders’ Meeting.
In order to exercise their rights, shareholders will have to prove ownership of at least 3% of the share capital on the date the request is made. In addition, the review of the request is subject to the requesting shareholders having registered at least 3% of the share capital on the record date. Furthermore, any such requests must be received by the Company at the latest on the 22nd calendar day preceding the Shareholders’ Meeting.
Each share carries one vote at any Shareholders’ Meeting. Voting rights may be suspended with respect to shares (i) which, notwithstanding a request from the Company’s Board of Directors, have not been fully paid up, (ii) which are owned by more than one person, except if a sole representative has been appointed and notified to the Company regarding the exercise of voting rights, and (iii) for which voting rights have been suspended by a decision of a competent court and/or regulatory authority.
Each shareholder may participate in the meeting in person or may have himself represented by a proxy holder in accordance with the provisions of the Belgian Companies Code. Details as to the formalities regarding the appointment of a proxy holder are set out in the convening notice of the relevant Shareholders’ Meeting. The company must receive the proxy ultimately on the 6th day before the date of the Meeting.
The board of directors has the possibility to provide in the convening notice that the shareholders can vote remotely, prior to the Shareholders’ Meeting, by letter or electronically, by means of a form made available by the Company. Further formalities as to the possibility to vote remotely (if such possibility is provided by the Board of Directors) are set out in the convening notice of the relevant Shareholders’ Meeting.
Powers of the Shareholders’ Meeting
In principle, the Shareholders’ Meeting has sole authority regarding the following matters: (i) the approval of the Company’s annual accounts; (ii) the election and dismissal of the Company’s directors and statutory auditors; (iii) the discharge from liability of the directors and the statutory auditors; (iv) the bringing of a derivative suit against the directors; (v) an increase or decrease of the Company’s registered capital (save for the right of the Board of Directors to increase the Company’s registered capital within the framework of the authorized capital); (vi) the approval of a merger or a split of the Company and (vii) any amendment to the Articles of Association.
Pursuant to the Belgian Companies Code, certain transactions such as an increase or decrease of the Company’s registered capital, any amendment to the Articles of Association and the approval of the dissolution, merger or split of the Company may only be authorized with the approval of at least seventy-five percent of the votes validly cast at a Shareholders’ Meeting where at least fifty percent of the Company’s share capital is present or represented. Any amendments to the Company’s corporate purpose requires the approval of at least eighty percent of the votes validly cast at a Shareholders’ Meeting, which meeting may, in principle, only validly decide if a quorum representing at least fifty percent of the Company’s share capital is present or represented. If the attendance quorum of fifty percent is not met, a new Shareholders’ Meeting must be convened, at which the shareholders may validly deliberate and resolve on the agenda items, irrespective of the percentage of share capital represented at that meeting.
Each share represents an equal fraction of the Company’s registered capital, carries one vote and a proportional interest in the Company’s profits. The Company has also issued a number of warrants, which, when exercised, give the warrant holder the right to subscribe to shares of the Company.
Preferential subscription right
On the occasion of any capital increase in cash or any issue of convertible bonds or warrants, the Company’s shareholders have a preferential subscription right to subscribe to new shares, convertible bonds or warrants in proportion to the part of the share capital represented by the shares they already hold. The preferential subscription right can be restricted or cancelled by a resolution approved by the Shareholders’ Meeting in accordance with the provisions of the Belgian Companies Code. The Shareholders’ Meeting may also authorize the Board of Directors to restrict or cancel the preferential subscription right in the event of a capital increase in cash or the issuance of warrants or convertible bonds within the framework of the authorized capital, subject to the provisions of the Belgian Companies Code.
The Board of Directors’ authorization to increase the share capital of the Company through contributions in cash with cancellation or limitation of the preferential right of the existing shareholders is normally suspended with effect from the Company’s receipt of notification from the Financial Services and Markets Authority (FSMA) of a public take-over bid on the shares of Galapagos. The Shareholders may, however, authorize the Board of Directors to increase the capital by issuing shares in the amount of up to ten percent of the existing shares of the Company before the capital increase.
Dissolution and liquidation
Upon dissolution of the Company, the assets or the proceeds of the sale of the remaining assets, after payment of all debts, costs of liquidation and taxes, are to be distributed on an equal basis to the shareholders, in proportion to the shares held by them.
Redemption and conversion provisions
There are no redemption or conversion provisions attached to the Company’s shares.
Regulations applicable in case of theft or loss of bearer shares
In the event of loss or theft of bearer shares, Belgian law provides the following:
The above does not apply to the shares that are only available in book-entry form.
A special comment needs to be made in connection with the CDIs (“CREST Depository Interest”), i.e. the titles that represented Galapagos shares formerly for trading on AiM, the Alternative Investment Market of the London Stock Exchange. On 6 March 2008, Galapagos announced cancellation of its AiM listing, effective as of 7 April 2008; however, the CDIs will remain in existence until the underlying ordinary shares are traded on Euronext. CDIs do not currently enable the holders of CDIs to attend and vote at a Shareholders' Meeting. However, Galapagos procures, as far as possible within the applicable CREST Regulations and practice and Belgian law, that holders of CDIs are treated in an equivalent manner to holders of common Galapagos shares as regards attending and voting at general meetings of Galapagos and Galapagos has made arrangements with CRESTCo for the CDI holders to be able to receive notices of Shareholders' Meetings and attend and vote in the same way as holders of common shares.
Effective 18 March 2008, Galapagos established a company-sponsored level 1 ADR facility for trading over-the-counter on the “Pink Sheets” in the United States. Holders of level 1 ADRs have the same rights as ordinary shareholders, to the extent that these rights are allowed under applicable US law.