UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of September 2019

Commission File Number: 001-37384

GALAPAGOS NV

(Translation of registrant’s name into English)

Generaal De Wittelaan L11 A3

2800 Mechelen, Belgium

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

EXPLANATORY NOTE

Enclosed hereto and incorporated herein by reference are copies of the following items in connection with Galapagos NV’s Special Shareholders’ Meeting and Extraordinary Shareholders’ Meeting that will each be held on Tuesday, October 22, 2019 at 2 p.m. (CEST), at the registered office of Galapagos NV.

The information contained in this report on Form 6-K, including Exhibits 99.2, 99.3, 99.4, 99.5, 99.6, 99.7, 99.8, 99.9 and 99.10, is hereby incorporated by reference into the Company’s Registration Statements on Forms F-3 (File No. 333-230639) and S-8 (File Nos. 333-204567, 333-208697, 333-211834, 333-215783, 333-218160, 333-225263 and 333-231765). The information contained in Exhibit 99.1 to this Form 6-K is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Exhibit

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Exhibit 99.1

Invitation to the

special and extraordinary shareholders’ meetings

Mechelen, Belgium; 20 September 2019, 22.01 CET; regulated information – Galapagos NV (Euronext & NASDAQ: GLPG) invites its shareholders to a special and extraordinary shareholders’ meeting.

On 14 July 2019, Galapagos NV (the “Company” or “Galapagos”) announced that it entered into a collaboration with Gilead Sciences, Inc., Gilead Biopharmaceutics Ireland UC, and Gilead Therapeutics A1 Unlimited Company. In view hereof, Galapagos has the honor to invite its shareholders, warrant holders, directors, and statutory auditor to its special and extraordinary shareholders’ meetings that will be held on Tuesday 22 October 2019 at 2:00 p.m. (CEST) at the Company’s registered office.

The items on the agenda of the special and extraordinary general meetings of shareholders include, amongst other things, the appointment of Mr. Daniel O’Day and Dr. Linda Higgins as directors of the Company, the approval of the issuance of two warrants for the benefit of Gilead Therapeutics A1 Unlimited Company, and the renewal of the Company’s authorized capital by up to 20% of the share capital.

In order to be admitted to the shareholders’ meetings, the holders of securities issued by the Company must comply with article 536 of the Belgian Companies Code of 7 May 1999 and article 29 of the Company’s articles of association, and fulfill the formalities described in the convening notice. The convening notice and other documents pertaining to the shareholders’ meetings, including the biographies of Mr. O’Day and Dr. Higgins, can be consulted on our website (www.glpg.com).

About Galapagos

Galapagos (Euronext & NASDAQ: GLPG) discovers and develops small molecule medicines with novel modes of action, three of which show promising patient results and are currently in late-stage development in multiple diseases. Our pipeline comprises Phase 3 through to discovery programs in inflammation, fibrosis, osteoarthritis and other indications. Our ambition is to become a leading global biopharmaceutical company focused on the discovery, development and commercialization of innovative medicines. More information at www.glpg.com.

Forward-looking statements

This release may contain forward-looking statements. Such forward-looking statements are not guarantees of future results. These forward-looking statements speak only as of the date of publication of this document. Galapagos expressly disclaims any obligation to update any forward-looking statements in this document, unless specifically required by law or regulation.

Disclaimer

The contents of our website, including the special reports prepared by the board of directors and the statutory auditor at the occasion of the shareholders’ meetings of 22 October 2019, and any other website that may be accessed from our website, shall not be deemed incorporated by reference in any filing under the Securities Act of 1933.

Exhibit 99.2

Free translation for information purposes

GALAPAGOS

Limited Liability Company

Generaal De Wittelaan L11 A3, 2800 Mechelen, Belgium

Company Number: 0466.460.429

RLE Antwerp (division Mechelen)

Invitation to the Shareholders’ Meetings to be held on 22 October 2019

Introduction

On 14 July 2019, Galapagos NV (hereinafter the “Company” or “Galapagos”) announced that it entered into a collaboration with Gilead Sciences, Inc., Gilead Biopharmaceutics Ireland UC, and Gilead Therapeutics (as defined below). As part of the overall transaction, the Company and Gilead Therapeutics also entered into a subscription agreement on 14 July 2019 (the “Subscription Agreement”). In view hereof, the holders of securities issued by the Company are invited to attend the shareholders’ meetings, as described in more detail below.

1. Special Shareholders’ Meeting

The board of directors of the Company has the honor to invite the shareholders, warrant holders, directors and statutory auditor of the Company to the Special Shareholders’ Meeting that will be held on Tuesday 22 October 2019 at 2:00 p.m. (CEST) at the registered office of the Company (or at such other place as will be indicated at that place at that time).

Agenda and proposed resolutions

The agenda and the proposed resolutions of the special general shareholders’ meeting of the Company, which, as the case may be, can be amended at the meeting on behalf of the board of directors of the Company, are as follows:

Proposed resolution: Upon the proposal of the board of directors of the Company and in accordance with the recommendation of the Company’s nomination and remuneration committee, the shareholders’ meeting of the Company resolves to appoint Mr. Daniel O’Day as a non-independent director of the Company for a period starting immediately and ending immediately after the annual shareholders’ meeting of 2023. The shareholders’ meeting of the Company resolves that the mandate of Mr. Daniel O’Day as a director of the Company will not be remunerated.

Proposed resolution: Upon the proposal of the board of directors of the Company and in accordance with the recommendation of the Company’s nomination and remuneration committee, the shareholders’ meeting of the Company resolves to appoint Ms. Linda Higgins as a non-independent director of the Company for a period starting immediately and ending immediately after the annual shareholders’ meeting of 2023. The shareholders’ meeting of the Company resolves that the mandate of Ms. Linda Higgins as a director of the Company will not be remunerated.

Proposed resolution: The shareholders’ meeting resolves to increase the annual remuneration of the statutory auditor from €350,000 to €430,000 for its activities relating to the statutory annual accounts, the consolidated annual accounts and the interim reporting of the Company and its subsidiaries for the financial year ended 31 December 2017. This represents an increase compared to the remuneration approved by the shareholders’ meeting of 25 April 2017 resulting from the fact that the scope of the audit activities performed by the statutory auditor was broadened to include additional regulatory requirements.

Free translation for information purposes

2. Extraordinary Shareholders’ Meeting

The board of directors of the Company has the honor to invite its shareholders, warrant holders, directors and statutory auditor to the Extraordinary Shareholders’ Meeting that will be held in the presence of a notary public and that will take place on Tuesday 22 October 2019, immediately after the Special Shareholders’ Meeting to be held on 22 October 2019 at 2:00 p.m. (CEST), at the registered office of the Company (or at such other place as will be indicated at that place at that time). In the event that this Extraordinary Shareholders’ Meeting cannot take place on 22 October 2019 because the legally required quorum to discuss and resolve has not been reached and a second convocation is required, this Extraordinary Shareholders’ Meeting will, after second convocation with an identical agenda, take place on Friday 29 November 2019 at 2:00 p.m. (CET) at the registered office of the Company (or at such other place as will be indicated at that place at that time).

Agenda and proposed resolution

The agenda and the proposed resolutions of the extraordinary general shareholders’ meeting of the Company, which, as the case may be, can be amended at the meeting on behalf of the board of directors of the Company, are as follows:

This proposal is made in accordance with the terms of the Subscription Agreement, which included a commitment to make a proposal to the shareholders’ meeting to issue two warrants allowing Gilead Therapeutics to further increase its ownership in the Company.

Proposed resolution: The shareholders’ meeting of the Company resolves to approve the issuance of two warrants for the benefit of Gilead Therapeutics, called the Initial Warrant A and the Initial Warrant B (collectively, the “Warrants” and each a “Warrant”), and to cancel the preferential subscription right of the existing shareholders of the Company for the benefit of Gilead Therapeutics, in accordance with the special report of the board of directors prepared in accordance with article 583, 596 and 598 of the Belgian Companies Code of 7 May 1999, as referred to in item 1 of the agenda.

In view thereof, the shareholders’ meeting of the Company resolves to approve the terms and conditions (the “Conditions”) of the Warrants as set forth in Annex 1 (in relation to Initial Warrant A) and Annex 2 (in relation to Initial Warrant B) to the special report of the board of directors referred to in item 1 of the agenda, a copy of which shall remain attached to the minutes reflecting the present resolution. The main Conditions of the respective Warrants can, for informational purposes, be summarized as follows:

Free translation for information purposes

The shareholders’ meeting resolves, subject to, and to the extent of, each exercise of Warrants, to increase the Company’s share capital and to issue the relevant number of new shares issuable upon such exercise as provided for in the relevant Conditions of the Warrants.

The shareholders’ meeting resolves that any issue premium that will be booked in connection with the exercise of the Warrants and the issuance of new shares, as applicable, shall be accounted for on the liabilities side of the Company’s balance sheet as net equity. The account on which the issue premium shall be booked shall, like the share capital, serve as the guarantee for third parties and, save for the possibility of a capitalization of those reserves, can only be reduced on the basis of a valid resolution of the general shareholders’ meeting passed in the manner required for an amendment to the Company’s articles of association.

The shareholders’ meeting of the Company resolves to authorize the board of directors to implement and execute the resolutions passed by the shareholders’ meeting of the Company in connection with the Warrants, and to take all steps and carry out all formalities that shall be required by virtue of the Conditions of the Warrants, the Company’s articles of association and applicable law in order to issue or transfer shares upon an exercise of Warrants. Furthermore, the directors of the Company, acting individually, shall have the power, upon each exercise of a Warrant, to proceed with the recording of (i) the capital increase and issue of new shares resulting from such exercise, (ii) the allocation of the issue price to the share capital and (as applicable) the issue premium in accordance with the relevant Conditions of the Warrants, and (iii) the amendment of the Company’s articles of association in order to reflect the new share capital and number of outstanding shares following the exercise of the Warrant and the issuance of new shares. Finally, each of the General Counsel of the Company and the directors of the Company (each such person, a “Special Proxy Holder”), acting individually and with possibility of sub-delegation and the power of subrogation, shall have the power, upon an exercise of a Warrant, (a) to sign and deliver, on behalf of the Company, the relevant Euroclear and bank documentation, the share register and all necessary documents in connection with the issuance and delivery of the shares (acquired as a result of the exercise of the Warrants) to the beneficiary and (b) to do whatever may be necessary or useful (including but not limited to the preparation and execution of all documents and forms) for the admission of the shares issued upon an exercise of a Warrant to trading on the regulated markets of Euronext Brussels and Euronext Amsterdam (and such other regulated markets on which the Company’s shares will be trading at that time).

This proposal is made in accordance with the terms of the Subscription Agreement, which included a commitment to make a proposal to the shareholders’ meeting to authorize the board of directors to increase the share capital of the Company in one or several times with an amount up to 20% of the share capital at the time of the convening of the shareholders’ meeting.

Proposed resolution: The shareholders’ meeting of the Company resolves to renew the authorization to the board of directors to increase the share capital on one or more occasions, during a period of five (5) years as of the publication in the Annexes to the Belgian State Gazette of this authorization, with an aggregate amount equal to up to 20% of the current amount of the share capital of the Company, and this in accordance with the terms and conditions set forth in the report of the board of directors prepared in accordance with article 604 of the Belgian Companies Code of 7 May 1999, as mentioned in item 4 of the agenda of the shareholders’ meeting. Consequently, the shareholders’ meeting resolves to delete the

Free translation for information purposes

section “Authorized Capital” of the temporary provisions of the articles of association of the Company entirely and to replace it with the following text:

“Authorized capital

The board of directors has been granted the authority to increase the share capital of the Company, in accordance with articles 603 to 608 of the Belgian Companies Code of 7 May 1999 (as amended or superseded), in one or several times, to the extent set forth hereafter. This authorization is valid for a period of five years from the date of publication of this authorization in the Annexes to the Belgian State Gazette.

Without prejudice to more restrictive rules set forth by law, but also without prejudice to the authorization for specific circumstances granted by the extraordinary shareholders’ meeting of 25 April 2017 as included in the section “Use of authorized capital in specific circumstances” of the Company’s articles of association, the board of directors can increase the share capital of the Company in one or several times with an amount of up to €[●], i.e. 20% of the share capital at the time of the convening of the shareholders’ meeting granting this authorization. In accordance with article 607 of the Belgian Companies Code of 7 May 1999 (as amended or superseded), the board of directors cannot use the aforementioned authorization after the Financial Services and Markets Authority (FSMA) has notified the Company of a public takeover bid for the Company’s shares.

The capital increases within the framework of the authorized capital may be achieved by the issuance of shares (with or without voting rights, and as the case may be in the context of a warrant plan for the Company’s or its subsidiaries’ personnel, directors and/or independent consultants), convertible bonds and/or warrants exercisable by contributions in cash or in kind, with or without issuance premium, and also by the conversion of reserves, including issuance premiums. Aforementioned warrant plans can provide that, in exceptional circumstances (among others in the event of a change in control of the Company or decease), warrants can be exercised before the third anniversary of their award, even if the beneficiary of such warrants is a person referred to in article 520ter, 524bis or 525 of the Belgian Companies Code of 7 May 1999 (as amended or superseded).

When increasing the share capital within the limits of the authorized capital, the board of directors may, in the Company’s interest, restrict or cancel the shareholders’ preferential subscription rights, even if such restriction or cancellation is made for the benefit of one or more specific persons other than the employees of the Company or its subsidiaries.

The board of directors can ask for an issuance premium when issuing new shares in the framework of the authorized capital. If the board of directors decides to do so, such issuance premium is to be booked on a non-available reserve account that can only be reduced or transferred by a decision of the shareholders’ meeting adopted in the manner required for amending the articles of association.

The board of directors is authorized to bring the Company’s articles of association in line with the capital increases which have been decided upon within the framework of the authorized capital, or to instruct a notary public to do so.”

Registration and admission formalities

In order to be admitted to the Shareholders’ Meetings, the holders of securities issued by the Company must comply with article 536 of the Belgian Companies Code of 7 May 1999 and article 29 of the articles of association of the Company, and fulfill the formalities and make the notifications described below.

In accordance with article 537 of the Belgian Companies Code of 7 May 1999, the holders of warrants issued by the Company can only attend the Shareholders’ Meetings with a consultative vote.

Free translation for information purposes

The holders of registered shares and warrants are entitled to participate in and, in the case of shares, to vote at the Shareholders’ Meetings, provided that:

The notification must be signed in writing or electronically. The electronic signature must be a qualified electronic signature in the sense of Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC, or an electronic signature that complies with the conditions set out in Article 1322 of the Belgian Civil Code.

This signed notification must be submitted to Galapagos by e-mail (shareholders@glpg.com) or by post (Galapagos NV, attn. Xavier Maes, Generaal De Wittelaan L11 A3, 2800 Mechelen, Belgium).

The holders of dematerialized shares are entitled to participate in and to vote at the Shareholders’ Meetings, provided that:

This certificate must be submitted to Galapagos by e-mail (shareholders@glpg.com) or by post (Galapagos NV, attn. Xavier Maes, Generaal De Wittelaan L11 A3, 2800 Mechelen, Belgium).

Only persons who are a shareholder or a warrant holder of the Company on the record date (8 October 2019) and who have indicated their intention to participate in the Shareholders’ Meetings as set out above will be entitled to participate in the Shareholders’ Meetings. The shares and warrants are not blocked as a result of the above-mentioned process. As a result, the shareholders are free to dispose of their shares after the record date.

Proxy

In accordance with article 30 of the articles of association of the Company, shareholders having complied with the registration and admission formalities set out above may be represented at the Shareholders’ Meetings by a proxy holder, who does not need to be a shareholder. Except in cases provided for by law, a shareholder may only appoint one person as proxy holder for a particular Shareholders’ Meeting.

Free translation for information purposes

Shareholders who so wish to be represented by proxy should use the proxy form (with voting instructions) made available at the Company’s registered office and on the Company’s website (www.glpg.com) under the tab “Investors > Shareholder Information”.

The proxy must be signed in writing or electronically. The electronic signature must meet the same requirements as the electronic signature for the aforementioned attendance from by the holders of registered shares and warrants (see also “— 1 Holders of registered shares and warrants”).

The signed proxy form must be submitted to Galapagos by e-mail (shareholders@glpg.com) or by post (Galapagos NV, attn. Xavier Maes, Generaal De Wittelaan L11 A3, 2800 Mechelen, Belgium), and must reach Galapagos by no later than 16 October 2019.

Right to ask questions

In accordance with article 540 of the Belgian Companies Code of 7 May 1999 and article 34 of the articles of association of the Company, all shareholders are entitled, whether during the Shareholders’ Meetings or in writing before the Shareholders’ Meetings, to ask questions to the Directors with respect to their report(s) or the agenda items and to the Statutory Auditor with respect to its report (if applicable).

Questions asked in writing will only be answered if the relevant shareholder has fulfilled the registration and admission formalities set out above and if the written question has been received by the Company at the latest on 16 October 2019.

Such questions must be submitted to Galapagos by e-mail (shareholders@glpg.com) or by post (Galapagos NV, attn. Xavier Maes, Generaal De Wittelaan L11 A3, 2800 Mechelen, Belgium).

Right to add agenda items

In accordance with article 533ter of the Belgian Companies Code of 7 May 1999 and article 28 of the articles of association of the Company, one or more shareholders, who together possess at least three per cent (3%) of the Company’s share 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 in writing to Galapagos by e-mail (shareholders@glpg.com) or by post (Galapagos NV, attn. Xavier Maes, Generaal De Wittelaan L11 A3, 2800 Mechelen, Belgium), and must reach Galapagos by no later than 30 September 2019. As the case may be, Galapagos shall publish the modified agenda at the latest on 7 October 2019. The request must also mention the mail or e-mail address to which the Company will send the confirmation of receipt of the request.

Availability of documents

The documentation relating to these 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 (www.glpg.com) under the tab “Investors > Shareholder Information”. Hard copies of these documents can be obtained at no cost by simple request via e-mail (shareholders@glpg.com), post (Galapagos NV, attn. Xavier Maes, Generaal De Wittelaan L11 A3, 2800 Mechelen, Belgium), or phone (+32 15 342 900).

Please address any requests for more information to Galapagos’ Legal Department (phone: +32 15 342 900). Correspondence can be sent to Galapagos NV, attn. Xavier Maes, Generaal De Wittelaan L11 A3, 2800 Mechelen, Belgium (e-mail: shareholders@glpg.com).

Data protection

The Company is responsible for the processing of personal data it receives from, or collects about, holders of securities issued by the Company and proxy holders in the context of general shareholders’ meetings. The processing of such data will be carried out for the purposes of the organization and conduct of the relevant general shareholders’ meeting, including the convening notices, registrations, attendance and voting, as well as for maintaining lists or registers of security holders, and the analysis of the investor and security holder base of the Company. The data include, amongst others, identification data, the number and nature of securities of a holder of securities issued by the Company, proxies and voting instructions. This data may also be transferred to third

Free translation for information purposes

parties for the purposes of assistance or services to the Company in connection with the foregoing. The processing of such data will be carried out, mutatis mutandis, in accordance with the Company’s Privacy & Cookie Statement, available on the Company’s website (https://www.glpg.com/privacy-notice). The Company draws the attention of the holders of securities issued by the Company and proxy holders to the description of the rights they may have as data subjects, such as, among others, the right to access, the right to rectify and the right to object to processing, which are outlined in the section ‘Your rights’ of the aforementioned Privacy & Cookie Statement. All this does not affect the rules that apply in connection with the registration and participation to the general shareholders’ meeting. To exercise rights as a data subject and for all other information regarding the processing of personal data by or on behalf of the Company, the Company can be contacted by e-mail at dpo@glpg.com.

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 deliver evidence of their capacity as corporate representative or attorney-in-fact. These documents will be verified immediately before the start of the Shareholders’ Meetings.

The Board of Directors

Exhibit 99.3

Bijzondere en buitengewone algemene vergaderingen van 22 oktober 2019 Special and extraordinary shareholders’ meetings of 22 October 2019

Exhibit 99.4

Depositary’s Notice of

Special Shareholders’ Meeting and Extraordinary

Shareholders’ Meeting of

Galapagos NV

To be counted, your Voting Instructions need to be received by the Depositary prior to 10:00 A.M. (New York City time) on

October 11, 2019.

Only those holders of record of the ADS on September 17, 2019 and October 8, 2019 are entitled to vote in the Special Shareholders’ Meeting and Extraordinary Shareholders’ Meeting

The Company has announced that the Meetings will be held at the date, time and location identified above. Documents related to the Special Shareholders’ Meeting and Extraordinary Shareholders’ Meeting Agenda items will be available on the Company’s website at http://www.glpg.com/shareholders-meetings.

Holders of ADSs wishing to give voting instructions to the Depositary must sign, complete and return the enclosed Voting Instructions prior to the ADS Voting Instructions Deadline in the enclosed pre-addressed envelope.

Subject to Belgian law, the Articles of Association of the Company, the provisions of or governing the Deposited Securities, the terms of the Deposit Agreement, Registered Holders (as defined below) and DTC Holders (as defined below), in each case as of the close of business on the ADS Record Date, will be entitled to instruct the Depositary as to the exercise of voting rights pertaining to the Deposited Securities represented by their ADSs. However, as mentioned above, the voting instructions of any such holder will be disregarded if the Depositary is unable to confirm such holder’s continued ownership of the ADSs as of the Share Record Date.

DTC Holders

In order to vote their ADSs, owners of ADSs (“DTC Holders”) holding their ADSs in a brokerage or custodian account through The Depository Trust Company (“DTC”) as of the ADS Record Date must continue to own their ADSs as of the Share Record Date and must instruct their broker or custodian to give voting instructions to the Depositary and to confirm ownership of the ADSs to the Depositary. On the Share Record Date, the Depositary will verify the continued ownership of the ADSs by the instructing DTC Holders with the applicable brokers or custodians (through which the instructing DTC Holders provided voting instructions to the Depositary). Failure to confirm continued ownership of ADSs as of the Share Record Date will invalidate the voting instructions previously delivered.

Registered Holders

In order to vote their ADSs, Holders of ADSs registered in their name on the books of the Depositary (“Registered Holders”) must timely deliver a Voting Instruction Form to the Depositary and continue to be the Registered Holders of their ADSs as of the Share Record Date. If a Registered Holder transfers or cancels ADSs at any time before the Share Record Date, any voting instructions delivered to the Depositary will be invalidated. On the Share Record Date, the Depositary will verify the continued registration on its books of the ADSs in the name of the instructing Registered Holders (who also held the ADSs as of the ADS Record Date) and will recognize as valid only the voting instructions that were timely received from Registered Holders as of the ADS Record Date who continue to be the Registered Holders as of the Share Record Date.

Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt from a Holder of ADSs, as of the ADS Record Date and as of the Share Record Date, of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs in accordance with such voting instructions. The Depositary agrees not to vote, cause to be voted or attempt to exercise the right to vote that attaches to any Deposited Securities, other than in accordance with valid voting instructions given or deemed given in compliance with the Deposit Agreement.

Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted (except as otherwise described herein). Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder to have instructed the Depositary to vote in favor of the items set forth in such voting instructions.

The right of any Holder of ADSs to give instructions to the Depositary as to the exercise of voting rights or the right of any Holder of ADSs to vote withdrawn ordinary shares in person or by proxy may be limited if such ADS holder fails to (i) comply with the information requests, (ii) comply with ownership restrictions, (iii) meet reporting obligations, (iv) obtain regulatory approvals (if any), or (v) disclose their interest held in the Company, in each case as described in the Deposit Agreement.

Holders of ADSs who have delivered voting instructions agree that such voting instructions may, at the request of the Company, be disclosed by the Company, for purposes of compliance with Belgian law, in connection with the Meetings, whether prior, during or after such Meetings.

The information contained herein with respect to the Meetings has been provided by the Company. Citibank, N.A. is forwarding this information to you solely as Depositary and in accordance with the terms of the Deposit Agreement and disclaims any responsibility with respect to the accuracy of such information. Citibank, N.A. does not, and should not be deemed to, express any opinion with respect to the proposals to be considered at the Meetings. The rights and obligations of Holders and Beneficial Owners of ADSs, the Company and the Depositary are set forth in their entirety in the Deposit Agreement and summarized in the ADRs. If you wish to receive a copy of the Deposit Agreement, please contact the Depositary at the number set forth below.

If you have any questions about the way in which Voting Instructions may be delivered to the Depositary, please contact Citibank, N.A. - ADR Shareholder Services at 1-877-CITI-ADR (1-877-248-4237).

Citibank, N.A., as Depositary

Exhibit 99.5

Special Shareholders’ Meeting and Extraordinary Shareholders’ Meeting

The Voting Instructions must be signed, completed and received at the indicated address prior to

10:00 A.M. (New York City time) on October 11, 2019 for action to be taken.

Galapagos NV (the “Company”)

The undersigned Holder of the ADSs identified above, as of the ADS Record Date, hereby authorizes and directs the Depositary to cause to be voted at the Meetings (and any adjournment or postponement thereof) the Deposited Securities represented by the ADSs in the manner indicated on the reverse side hereof. The undersigned recognizes that any sale, transfer or cancellation of ADSs before the Share Record Date will invalidate these voting instructions if the Depositary is unable to verify the continued ownership of ADSs as of the Share Record Date.

Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt from a Holder of ADSs, as of the ADS Record Date and as of the Share Record Date, of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs in accordance with such voting instructions. The Depositary agrees not to vote, cause to be voted or attempt to exercise the right to vote that attaches to any Deposited Securities, other than in accordance with valid voting instructions given or deemed given in compliance with the Deposit Agreement.

Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted (except as otherwise described herein). Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder to have instructed the Depositary to vote in favor of the items set forth in such voting instructions.

The right of any holders of ADSs to give instructions to the Depositary as to the exercise of voting rights may be limited if such holder fails to comply with the requirements under Belgian law (which are summarized in Sections 3.4, 3.5, 3.6 and 3.7 of the Deposit Agreement).

In order to exercise voting rights, an owner who is not the registered holder of ADSs on the books of the Depositary will be required, subject to applicable provisions of the laws of Belgium, the Articles of Association of the Company and the Deposit Agreement, to have such ownership of ADSs, verified by the Depositary as of the Share Record Date.

Please indicate on the reverse side hereof how the Deposited Securities are to be voted.

The Voting Instructions must be marked, signed and returned on time in order to be counted.

By signing on the reverse side hereof, the undersigned represents to the Depositary and the Company that the undersigned is duly authorized to give the Voting Instructions contained therein.

Special Shareholders’s Meeting Agenda and Proposed Resolutions

Appointment of Mr. Daniel O’Day as a director of the Company.

Appointment of Ms. Linda Higgins as a director of the Company.

Extraordinary Shareholders’ Meeting Agenda and Proposed Resolution

Please refer to the enclosed Convening Notice to read the full resolutions.

If these Voting Instructions are signed and timely returned to the Depositary but no specific direction as to voting is marked above as to an issue, the undersigned shall be deemed to have directed the Depositary to vote in favor of such issue.

If these Voting Instructions are signed and timely returned to the Depositary but multiple specific directions as to voting are marked above as to an issue, the undersigned shall be deemed to have directed the Depositary to give an “ABSTAIN” Voting Instruction for such issue.

Please be sure to sign and date this Voting Instructions Card.

Please sign your name to the Voting Instructions exactly as printed. When signing in a fiduciary or representative capacity, give full title as such. Where more than one owner, each MUST sign. Voting Instructions executed by a corporation should be in full name by a duly authorized officer with full title as such.

Exhibit 99.6

Bijzondere en buitengewone algemene vergaderingen van 22 oktober 2019 Special and extraordinary shareholders’ meetings of 22 October 2019

Dr. Linda Higgins

Bijzondere algemene vergadering van 22 oktober 2019 Special shareholders’ meeting of 22 October 2019

Mr. Daniel O’Day

GALAPAGOS

Limited Liability Company

Generaal De Wittelaan L11 A3, 2800 Mechelen, Belgium

Company number: 0466.460.429

RLE Antwerp (division Mechelen)

Special report of the board of directors in accordance with

Article 604 of the Belgian Companies Code

Dear shareholders,

In accordance with the provisions of article 604 of the Belgian Companies Code of 7 May 1999, the board of directors of Galapagos NV (the “Company” or “Galapagos”) has the honor to report, in this special report, on the proposal that shall be made to the extraordinary shareholders’ meeting to be convened on 22 October 2019 (or on 29 November 2019 should the required quorum not be achieved at the first meeting) (the “EGM”) to renew the authorization to the board of directors to increase the share capital of Galapagos with an amount up to 20% in the framework of the authorized capital.

The extraordinary shareholders’ meeting of 29 March 2005 has authorized the board of directors to increase the share capital of the Company. This authorization was granted for a period of 5 years. It has been renewed (and increased) by the extraordinary shareholders’ meetings of 6 January 2006, 24 April 2007, 2 June 2009, 23 May 2011, 26 April 2016, and, most recently, on 25 April 2017.

Through the renewed authorization of 25 April 2017 the Company’s board of directors has been authorized to increase the share capital in one or more times with an amount of EUR 82,561,764.93. This authorization is split in two tranches:

Both the Normal Authorization and the Specific Authorization are valid for a period of five years as from 31 May 2017, and are still valid on the date of this special report.

On the date of this special report, the authorized capital has been used at four occasions:

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On the date of this special report an aggregate amount of EUR 68,843,835.13 of the authorized capital has been used, as a result of which EUR 13,717,929.80 of the authorized capital, and in particular of the Specific Authorization, remains available. As the Normal Authorization amounts to a maximum of EUR 50,037,433.29, the Normal Authorization has been depleted on the date of this special report.

On 14 July 2019 the Company announced that it entered into a 10-year global research and development collaboration with Gilead Sciences.

Within the framework of this collaboration, the Company and Gilead Biopharmaceutics Ireland UC (“Gilead Biopharmaceutics”, and together with Gilead Sciences and Gilead Therapeutics, “Gilead”), a subsidiary of Gilead Sciences, agreed to amend certain terms of the existing license and collaboration agreement dated 16 December 2015 pertaining to filgotinib.

Also within the framework of the collaboration, Gilead Therapeutics entered into a subscription agreement on 14 July 2019 pursuant to which Gilead Therapeutics agreed to invest in the share capital of the Company in consideration of new shares (the “Subscription Agreement”). This investment was effected on 23 August 2019. The Subscription Agreement also included, amongst other things, a commitment to make a proposal to the EGM to renew the authorization of the board of directors to increase the share capital of the Company in one or several times with an amount up to 20% of the share capital at the time of the convening of the EGM.

In view hereof, the board of directors proposes to renew the Normal Authorization.

The renewed authorization is to be valid for a 5-year term from the date of publication of the renewed authorization in the Annexes to the Belgian State Gazette and can only be used if no public takeover bid is ongoing (i.e. non-defensive use only).

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This proposal is without prejudice to the Specific Authorization, which shall remain in place in accordance with its terms.

For the sake of completeness, it should be noted that the Subscription Agreement provides for certain consequences in case the EGM were not to approve the proposed renewal of the Normal Authorization. Notably, in such situation the Company will have to submit the proposed renewal of the Normal Authorization as soon as possible to a subsequent general shareholders’ meeting of the Company and, if such subsequent meeting were not to approve the proposed renewal of the Normal Authorization, the Company will be obliged to re-submit the proposed renewal of the Normal Authorization to another extraordinary general shareholders’ meeting at the occasion of the annual general shareholders’ meeting of the Company (and this until the proposed renewal of the Normal Authorization has been approved).

As from 1 January 2020, the renewed authorization (including its modalities) will remain in force under, and will be governed by, the new Belgian Code of Companies and Associations of 23 March 2019 (that will replace the Belgian Companies Code of 7 May 1999 as from that date).

The board of directors of the Company proposes to the extraordinary shareholders’ meeting to be authorized for a period of five years to increase the share capital in one or several times with an amount of up to 20% of the current share capital, provided that the Company has not been notified of a public takeover bid for its shares at the time of such increase. In particular, the board of directors proposes to amend the relevant section in the temporary provisions of the articles of association of the Company as follows:

“Authorized capital

The board of directors has been granted the authority to increase the share capital of the Company, in accordance with articles 603 to 608 of the Belgian Companies Code of 7 May 1999 (as amended or superseded), in one or several times, to the extent set forth hereafter. This authorization is valid for a period of five years from the date of publication of this authorization in the Annexes to the Belgian State Gazette.

Without prejudice to more restrictive rules set forth by law, but also without prejudice to the authorization for specific circumstances granted by the extraordinary shareholders’ meeting of 25 April 2017 as included in the section “Use of authorized capital in specific circumstances” of the Company’s articles of association, the board of directors can increase the share capital of the Company in one or several times with an amount of up to €[●], i.e. 20% of the share capital at the time of the convening of the shareholders’ meeting granting this authorization. In accordance with article 607 of the Belgian Companies Code of 7 May 1999 (as amended or superseded), the board of directors cannot use the aforementioned authorization after the Financial Services and Markets Authority (FSMA) has notified the Company of a public takeover bid for the Company’s shares.

The capital increases within the framework of the authorized capital may be achieved by the issuance of shares (with or without voting rights, and as the case may be in the context of a warrant plan for the Company’s or its subsidiaries’ personnel, directors and/or independent consultants), convertible bonds and/or warrants exercisable by contributions in cash or in kind, with or without issuance premium, and also by the conversion of reserves, including issuance premiums. Aforementioned warrant plans can provide that, in exceptional circumstances (among others in the event of a change in control of the Company or decease), warrants can be exercised before the third anniversary of their award, even if the beneficiary of such warrants is a person referred to in article 520ter, 524bis or 525 of the Belgian Companies Code of 7 May 1999 (as amended or superseded).

When increasing the share capital within the limits of the authorized capital, the board of directors may, in the Company’s interest, restrict or cancel the shareholders’ preferential subscription rights, even if such restriction or cancellation is made for the benefit of one or more specific persons other than the employees of the Company or its subsidiaries.

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The board of directors can ask for an issuance premium when issuing new shares in the framework of the authorized capital. If the board of directors decides to do so, such issuance premium is to be booked on a non-available reserve account that can only be reduced or transferred by a decision of the shareholders’ meeting adopted in the manner required for amending the articles of association.

The board of directors is authorized to bring the Company’s articles of association in line with the capital increases which have been decided upon within the framework of the authorized capital, or to instruct a notary public to do so.”

The Company’s board of directors is of the opinion that the renewal of the authorized capital is necessary to meet the needs of the Company as a listed company that has made a public appeal on savings.

Especially with the Company’s shares being publicly listed on Euronext Brussels and Euronext Amsterdam and the Company’s American Depositary Shares being publicly listed on NASDAQ, the procedure of convening an extraordinary shareholders’ meeting for a capital increase is complex, expensive, and time consuming. This procedure can thus be incompatible with the fluctuations on the capital markets or with certain business opportunities that the Company would otherwise be able to take advantage of. The proposed authorizations would allow the board of directors to increase the Company’s share capital in those circumstances in which it would be undesirable, impossible or inopportune to convene an extraordinary shareholders’ meeting.

Such situation could occur when the board of directors determines that the cash position of the Company needs to be strengthened within a relatively short timeframe to finance and support its research and development programs or to enable the Company to react to new research and development opportunities in a quick and flexible way. In addition, the Company may wish to finance certain transactions, such as acquisitions, corporate partnerships or in-licensing deals, wholly or partially with the issue of new shares or to permit one or more specific new shareholders to participate in its share capital. The convening of a shareholders’ meeting could in such circumstances, for example, lead to a premature announcement of the relevant transaction. With such (and other) transactions the board of directors shall aim for the continuous growth of the Company, where appropriate and/or possible by means of equity financing, and to strengthen the capital base of the Company by attracting strategic shareholders where possible.

Furthermore, the renewal of the authorized capital would enable the Company’s board of directors, as far as needed in accordance with the aforementioned Subscription Agreement, to issue shares in the framework of the strategic collaboration with Gilead. In this regard, reference is made to the special report of the board of directors prepared in accordance with articles 583, 596 and 598 of the Belgian Companies Code of 7 May 1999 which will also be submitted to the EGM. This strategic collaboration, of which the commitment to propose the renewal of the authorized capital to the EGM forms an integral part, will benefit the Company in various ways. For more information on the collaboration with Gilead and its benefits for the Company, reference is made to the special board report of 23 August 2019, drawn up in accordance with articles 596 and 598 of the Belgian Companies Code of 7 May 1999, available on the Company’s website (https://www.glpg.com/special-reports).

The board of directors can also use the authorized capital to issue warrants in connection with the Company’s remuneration policy for its and its subsidiaries’ employees, directors and independent consultants.

Finally, the board of directors notes that the proposed authorization cannot be used after the Belgian Financial Services and Markets Authority (FSMA) has notified the Company of a public takeover bid for the shares of the Company.

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Made and approved on 19 September 2019.

For the board of directors of the Company,

Exhibit 99.9

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GALAPAGOS

Limited Liability Company

Generaal De Wittelaan L11 A3, 2800 Mechelen, Belgium

Company number: 0466.460.429

RLE Antwerp, division Mechelen

(the “Company”)

Special report of the board of directors in accordance with Article 583, 596 and 598 of the Belgian Companies Code

Cancellation of the preferential subscription rights of the existing shareholders in favor of Gilead Therapeutics A1 Unlimited Company in the framework of the proposed issuance of warrants

On 14 July 2019, the Company announced that it entered into a 10-year global research and development collaboration with Gilead Sciences, Inc. (“Gilead Sciences”).

Within the framework of this collaboration, the Company and Gilead Biopharmaceutics Ireland UC (“Gilead Biopharmaceutics”), a subsidiary of Gilead Sciences, agreed to amend certain terms of the existing license and collaboration agreement dated 16 December 2015 pertaining to filgotinib.

Also within the framework of the collaboration, Gilead Therapeutics A1 Unlimited Company (“Gilead Therapeutics”, and together with Gilead Sciences and Gilead Biopharmaceutics, “Gilead”), a subsidiary of Gilead Sciences, entered into a Subscription Agreement (as further defined below) on 14 July 2019 pursuant to which Gilead Therapeutics agreed to invest in the share capital of the Company in consideration of new shares. This investment was effected on 23 August 2019. The Subscription Agreement also provided, amongst other things, for the issuance to Gilead Therapeutics of the Initial Warrant A (as defined below) and the Initial Warrant B (as defined below) (individually a “Warrant” and collectively, the “Warrants”).

The proposed issuance of the Warrants to Gilead Therapeutics will be submitted to an extraordinary shareholders’ meeting to be convened by the Company on 22 October 2019 (or on 29 November 2019 should the required quorum not be achieved at the first meeting) (the “EGM”).

This special report has been established on 19 September 2019 by the board of directors of the Company pursuant to articles 583, 596 and 598 of the Belgian Companies Code of 7 May 1999 and has been drawn up in connection with the proposed issuance of the Warrants for the benefit of Gilead Therapeutics. It provides an explanation and justification for the proposed issuance of the Warrants, as well as the cancellation of the preferential subscription rights of the existing shareholders for the benefit of Gilead Therapeutics. It must be read together with the report prepared by the statutory auditor of the Company in accordance with article 596 and 598 of the Belgian Companies Code of 7 May 1999, which will also be submitted to the EGM.

On 14 July 2019, the Company and Gilead Sciences entered into a 10-year global research and development collaboration agreement (the “Option, License and Collaboration Agreement”). Under such agreement, (i) the Company received a USD 3.95 billion upfront payment from Gilead Sciences, and (ii) Gilead Sciences (a) gained access and license rights to the Company’s R&D portfolio, including its drug

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discovery platform; and (b) received an exclusive product license and option rights to develop and commercialize all of the Company’s current and future programs in all countries outside Europe. Notably, Gilead Sciences: (i) gained rights to GLPG1690, the Company’s Phase 3 candidate for idiopathic pulmonary fibrosis, in all countries outside Europe; (ii) received option rights for GLPG1972, a Phase 2b candidate for osteoarthritis, in the United States; and (iii) received option rights on all of the Company’s other current and future clinical programs outside of Europe.

In particular, the Company will fund and lead all discovery and development autonomously until the end of Phase 2. After the completion of a qualifying Phase 2 study, Gilead Sciences will have the option to acquire an expanded license to the compound. If the option is exercised, the Company and Gilead Sciences will co-develop the compound and share costs equally. Gilead Sciences will maintain option rights to the Company’s programs through the 10-year term of the collaboration and for up to an additional three years thereafter for those programs that have entered clinical development prior to the end of the collaboration term of the Option, License and Collaboration Agreement.

If GLPG1690 is approved in the United States, Gilead Sciences will pay the Company an additional USD 325 million milestone fee.

For GLPG1972, Gilead Sciences has the option to in-license the compound in the United States after the completion of the ongoing Phase 2b study in osteoarthritis; the exercise of this option would trigger the payment by Gilead Sciences to the Company of a license fee of USD 250 million. Furthermore, if certain secondary efficacy endpoints for GLPG1972 are met, Gilead Sciences would pay the Company up to an additional USD 200 million. Following exercise of the option for GLPG1972, the Company would be eligible to receive up to USD 550 million in regulatory and commercial milestones.

For all other programs resulting from the collaboration, Gilead Sciences will make a USD 150 million opt-in payment per program if it exercises its option, and will owe no subsequent milestones.

The Company will receive tiered royalties ranging from 20% to 24% on net sales of all of the Company’s products licensed by Gilead Sciences as part of the Option, License and Collaboration Agreement.

The Option, License and Collaboration Agreement received clearance from the U.S. Federal Trade Commission under the Hart-Scott-Rodino Antitrust Improvements Acts of 1976 and merger control approval from the Austrian Federal Competition Authority, and the transaction was subsequently closed on 23 August 2019.

The Company and Gilead Biopharmaceutics agreed on 14 July 2019 to amend certain terms of the license and collaboration agreement dated 16 December 2015 pertaining to filgotinib (the “Filgotinib Amendment Agreement”).

Under the Filgotinib Amendment Agreement, the Company has greater involvement in filgotinib’s global strategy, and will participate more broadly in the commercialization of the product in Europe, providing the opportunity to build a commercial presence on an accelerated timeline. The Company and Gilead Biopharmaceutics will co-commercialize filgotinib in France, Germany, Italy, Spain and the United Kingdom and retain the 50/50 profit share in these countries that was part of the original filgotinib license agreement dated 16 December 2015, and under the Filgotinib Amendment Agreement, the Company will have an expanded commercial role. The Company retains exclusive rights in Belgium, the Netherlands and Luxembourg, where the 50/50 profit share also applies. The Company and Gilead Biopharmaceutics will share future global development costs for filgotinib equally, in lieu of the 80/20 cost split provided by the original license and collaboration agreement. Other terms of the original license and collaboration agreement remain in effect, including the remaining USD 1.27 billion in total potential milestones and tiered royalties ranging from 20% to 30% payable in territories outside of Belgium, France, Germany, Italy, Luxembourg, the Netherlands, Spain and the United Kingdom.

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On 14 July 2019, the Company and Gilead Therapeutics also entered into a subscription agreement (the “Subscription Agreement”) pursuant to which:

The capital increase referred to in paragraph (a) above was effected on 23 August 2019 by the board of directors of the Company within the framework of the authorized capital, through the issuance of 6,828,985 new shares to Gilead Therapeutics. The new shares were admitted to trading on the regulated markets of Euronext Brussels and Amsterdam on 27 August 2019. For further information on this transaction, reference is made to section 3 of the special report of the board of directors dated 23 August 2019 in accordance with article 596 and 598 of the Belgian Companies Code of 7 May 1999, available on the Company’s website (https://www.glpg.com/special-reports).

The proposed issuance of the Warrants referred to in paragraph (b) above, as further described below, the proposed election of directors referred to in paragraph (d) above, and the proposed renewal of the authorized capital referred to in paragraph (e) above, will be submitted to the EGM. For further information on the proposed renewal of the authorized capital referred to in paragraph (e) above, reference is made to the special report of the board of directors prepared in accordance with article 604 of the Belgian Companies Code of 7 May 1999 which will also be submitted to the EGM.

In accordance with what was agreed in the Subscription Agreement, the board of directors of the Company proposes to the EGM to issue the Warrants, with cancellation of the preferential subscription rights of the existing shareholders for the benefit of Gilead Therapeutics. The proposed Warrants to be issued by the Company consist of two warrants, named the “Initial Warrant A” and the “Initial Warrant B”.

The proposed terms and conditions (the “Conditions”) of the Initial Warrant A are set out in Annex 1 to this special report. The main Conditions can, for information purposes, be summarized as follows:

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The Conditions of the Initial Warrant B are set out in Annex 2 to this special report. The main Conditions can, for information purposes, be summarized as follows:

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As referred to in paragraph (b) above, the Initial Warrant B has a maximum term of 5 years. The Company, however, agreed to provide for a right to subscribe for shares for a term of 10 years. Accordingly, the

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Subscription Agreement provides that between the 57th and 59th month anniversary of the date of the closing of the Subscription Agreement (being between 23 May 2024 and 23 July 2024), the board of directors will convene a new extraordinary general shareholders’ meeting of the Company to approve the issuance of a new warrant, having terms and conditions that (mutatis mutandis) are the same as the Conditions of the Initial Warrant B, including notably as to the Exercise Price (on a per share basis) and the maximum number of shares issuable.

In the Subscription Agreement, the respective Exercise Prices of the proposed Warrants have been determined at:

The abovementioned Exercise Prices of EUR 140.59 (on a per share basis) represent a 20% premium as compared to the average of the volume weighted average prices of the Company’s shares on the regulated market of Euronext (Brussels and Amsterdam) during the thirty calendar days preceding the date of signing the Subscription Agreement and comply with article 598 of the Belgian Companies Code of 7 May 1999, which (when applied to the Warrants and the shares issuable thereunder) requires that the exercise price (on a per share basis) cannot be lower than the average price of the shares during thirty days before the day on which the issuance commenced (which was the date of the signing of the Subscription Agreement that provides for the issuance of the Warrants).

The proposed issuance of the Warrants is one of the elements that has been agreed to by the Company with Gilead within the framework of the aforementioned transaction that was announced on 14 July 2019.

To date, the Company has been highly effective at target identification and drug discovery, progressing novel molecules from research into the clinic. The board of directors is of the opinion that the transformative 10-year collaboration will provide an accelerated path to advance the Company’s pipeline and to accelerate the development of the Company’s current and new programs.

The net proceeds paid to the Company by Gilead pursuant to the Option, License and Collaboration Agreement and the Subscription Agreement (of which the proposed issuance of the Warrants forms an integral part) will be used for preclinical, clinical and non-clinical research activities, regulatory activities, research and development activities across all current and future programs, molecules and products and other similar activities of the Company, including corporate development activities, intended to, directly or indirectly, support the foregoing activities.

The board of directors is of the opinion that the strategic collaboration with Gilead, of which the proposed issuance of the Warrants forms an integral part, will benefit the Company as it will enable it to (i) pursue its goal of rapidly delivering therapies to patients, (ii) maximize innovation based on developing new mode of action medicines, (iii) progress innovation to patients by heavily increasing discovery and development efforts and by building a European commercial infrastructure, and (iv) access Gilead’s chemistry and development expertise, its commercial infrastructure and operations, and its speed to the relevant markets.

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Furthermore, as a result of the collaboration with Gilead, the Company can continue its path to strengthen its position as a leading European clinical-stage biotechnology company and to develop its commercial activities.

Finally, while it cannot be guaranteed that the Warrants will ultimately be exercised, the exercise of the proposed Warrants by Gilead Therapeutics, and the payment of the relevant exercise price of the Warrants by Gilead Therapeutics, if any, will enable the Company to obtain additional cash resources and to strengthen its net equity position.

For all of the abovementioned reasons, the expanded collaboration with Gilead, of which the issuance of the Warrants forms an integral part, is strategically important for the future growth and development of the Company. The board of directors therefore recommends that the EGM approves the proposed issuance of the Warrants with cancellation of the preferential subscription rights for the benefit of Gilead Therapeutics.

For the sake of completeness, it should be noted that the Subscription Agreement provides for a number of consequences in case the EGM were not to approve the proposed issuance of the Warrants. Notably, in such situation:

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This restriction shall only apply until the earlier of (x) the date that the Warrants are issued and, (y) the date that Gilead Therapeutics, Gilead Sciences and any of their affiliates together for the first time own 25.1% of the actually issued and outstanding shares of the Company (rounded down to the nearest whole share) or more, unless the Company has provided Gilead Therapeutics with the right to subscribe for new shares of authorized capital that would result in Gilead Therapeutics, Gilead Sciences and their affiliates in the aggregate owning 25.1% of the actually issued and outstanding shares of the Company (rounded down to the nearest whole share) or more at a price per share no higher than EUR 140.59 and Gilead Therapeutics has declined to accept such right or has failed to pay the purchase price for such new shares at the closing of their issuance.

The Subscription Agreement provides that, notwithstanding the foregoing, any time the board of directors determines to make use of its authorized capital until the earlier of (x) the date that the Warrants are issued and (y) the date that Gilead Therapeutics, Gilead Sciences and any of their affiliates together for the first time own 25.1% of the actually issued and outstanding shares of the Company (rounded down to the nearest whole share) or more, the board of directors should first make use of its authorized capital to issue shares (provided that Gilead Therapeutics subscribes for such shares) in order to allow for Gilead Therapeutics to subscribe for the shares that it would have been entitled to subscribe for or acquire pursuant to the Warrants at a price per share no higher than the price per share that it would have been entitled to subscribe for or acquire pursuant to the Warrants.

The dilution and effect on the equity value of the Company that will result from the issuance and exercise of the proposed Warrants are indicatively set out in the tables below.

Ultimately, whether or not a Warrant will be exercised depends on the (sole) decision of Gilead Therapeutics. Such decision may depend in part on the price of the share of the Company at the moment of exercise as compared with the relevant Exercise Price.

Certain key parameters of the exercise of the proposed Warrants (such as the applicable Exercise Price of the Initial Warrant B⁽¹⁾ or the maximum number of new shares to be issued in connection with the proposed Warrants⁽²⁾) are unknown on the date of this special report. Hence, the actual effects of the exercise of the proposed Warrants can only be illustrated, and cannot yet be determined with certainty.

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Subject to the foregoing reservations, for the purposes of the illustration of some of the financial consequences of an exercise in full of the proposed Warrants and notably the dilution for the shareholders, the following assumptions were used:

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Each share in the Company currently represents an equal part of the share capital of the Company and carries the right to one vote. The issuance of the Warrants to Gilead Therapeutics will, upon exercise of the relevant Warrants, lead to a dilution of the existing shareholders of the Company and of the relative voting power of each share in the Company.

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The dilution relating to the voting right also applies, mutatis mutandis, to the participation of each share in the profit and liquidation proceeds and other rights attached to the shares of the Company, such as the statutory preferential subscription right in case of a capital increase in cash through the issuance of shares.

Specifically, prior to the exercise of the Warrants, each share participates equally in the profit and liquidation proceeds of the Company and each shareholder has a statutory preferential subscription right in case of a capital increase in cash. Each new share to be issued by the Company upon exercise of the relevant Warrants shall have the same rights and benefits as, and rank pari passu in all respects including as to entitlement to dividends and other distributions, with the existing and outstanding shares at the moment of their issue and will be entitled to dividends and other distributions in respect of which the relevant record date or due date falls on or after the date of their issue. As a result (and to the extent the Warrants will be issued and exercised), the participation by the existing shares in the profit and liquidation proceeds of the Company and their holder’s statutory preferential subscription right in case of a capital increase in cash, shall be diluted accordingly.

Based on the methodology and assumptions referred to in section 5.1 above, the tables below show the dilution of voting power and liquidation and dividend rights that would result from the issuance and exercise of the Warrants in a scenario in which none of the outstanding warrants are exercised (see section 5.2.1) and in a scenario in which all of the outstanding warrants are exercised in full (see section 5.2.2).

5.2.1    Non-diluted basis

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The table above demonstrates that, assuming that the Initial Warrant A and the Initial Warrant B are issued and fully exercised on the basis of the methodology and assumptions set out in section 5.1 of this special report, the previously existing shares excluding the shares issued to Gilead Therapeutics on 23 August 2019 pursuant to the Subscription Agreement would no longer represent 1/55,124,846 of the share capital, but 1/68,993,074 of the resulting share capital, which represents a dilution of the participation in the share capital and the results of the Company of 20.10%, and all of the currently existing shares, including the shares issued to Gilead Therapeutics on 23 August 2019 pursuant to the Subscription Agreement, would no longer represent 1/61,953,831 of the share capital, but 1/68,993,074 of the resulting share capital, which represents a dilution of the participation in the share capital and the results of the Company of 10.20%.

5.2.2    Fully diluted basis⁽⁸⁾

The table above demonstrates that, assuming that the Initial Warrant A and the Initial Warrant B are issued and fully exercised on the basis of the methodology and assumptions set out in section 5.1 of this special report and assuming that all outstanding warrants are exercised and new shares would be issued as a result thereof, the previously existing shares excluding the

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shares issued to Gilead Therapeutics on 23 August 2019 pursuant to the Subscription Agreement, would no longer represent 1/60,778,893 of the share capital, but 1/77,058,761 of the resulting share capital, which represents a dilution of the participation in the share capital and the results of the Company of 21.13%, and all of the currently existing shares, including the shares issued to Gilead Therapeutics on 23 August 2019 pursuant to the Subscription Agreement, would no longer represent 1/67,607,878 of the share capital, but 1/77,058,761 of the resulting share capital, which represents a dilution of the participation in the share capital and the results of the Company of 12.26%.

On the basis of the methodology and assumptions set out in section 5.1 of this special report, a number of simulations have been prepared. These simulations are attached to this special report as Annex 3 and reflect the impact of the exercise of the proposed Warrants on the Company’s equity.

In the event that the proposed Warrants would be exercised in full on the basis of the methodology and assumptions set out in section 5.1 of this special report, there would be an increase of the equity of the Company for an amount equal to the product of the number of shares issuable upon exercise of the Warrants and the relevant Exercise Price (on a per share basis). If the relevant Exercise Price is higher than the equity value per share and the relevant Warrant is de facto exercised, there would be a positive effect on the equity value per share for the existing shareholders.

In any event, it should be noted that the accounting treatment of the Warrants is still under review, as indicated in section 5.1 of this special report.

Following the issuance and exercise of the Initial Warrant A, on the basis of the methodology and assumptions set out in section 5.1 of this special report, Gilead Therapeutics would hold 16,207,477 shares in the Company, which is equal to an ownership percentage of 25.10% on a non-diluted basis.⁽⁹⁾

Following the issuance and exercise of the Initial Warrant B, on the basis of the methodology and assumptions set out in section 5.1 of this special report, Gilead Therapeutics would hold 20,628,929 shares in the Company, which is equal to an ownership percentage of 29.90% on a non-diluted basis.⁽¹⁰⁾

As mentioned in section 5.1 of this special report, it should be noted that the Warrants can be exercised at one or several occasions during their entire term¹¹ and that the actual number of shares issuable upon an exercise of the respective Warrants could be higher, depending on the number of outstanding shares of the Company at the time of that exercise of the Warrants. In any event, the number of shares issuable cannot be in excess of the then applicable Warrant Limit A (in relation to the Initial Warrant A) and the then applicable Warrant Limit B (in relation to the Initial Warrant B).

The statutory auditor of the Company has been requested to issue a special report in accordance with Articles 596 and 598 of the Belgian Companies Code of 7 May 1999.

English translation for information purposes only

Within the framework of the proposed issuance of the Warrants, the board of directors proposes to cancel the preferential subscription rights of the existing shareholders for the benefit of Gilead Therapeutics A1 Unlimited Company, an unlimited liability company incorporated and validly existing under Irish law, with registered seat at 70 Sir John Rogerson’s Quay, Dublin 2 (Ireland) and registered with Ireland’s Companies Registration Office under number 615395.

The cancellation of the preferential subscription rights of the existing shareholders for the benefit of Gilead Therapeutics is required in order to allow the Company to issue the Warrants to Gilead Therapeutics. This issuance is an integral part of aforementioned transaction that was announced on 14 July 2019 and allows the Company to secure a strong and strategic collaboration with Gilead, which is in the Company’s interest. As set out in section 4, such collaboration with Gilead is strategically important for the future growth and development of the Company. Accordingly, the board of directors recommends that the EGM approves the proposed issuance of the Warrants.

Taking into account the abovementioned considerations, the board of directors is of the opinion that the proposed issuance of the Warrants with cancellation of the preferential subscription rights of the existing shareholders for the benefit of Gilead Therapeutics is in the Company’s interest.

The issuance of the Warrants is subject to the approval by the extraordinary shareholders’ meeting of the Company to be held on or around 22 October 2019.

Made and approved on 19 September 2019.

[Signature page follows]

English translation for information purposes only

For the board of directors of the Company,

English translation for information purposes only

Annex 1

Terms and Conditions of the Initial Warrant A

INITIAL GILEAD WARRANT A

– issued by –

GALAPAGOS NV

– dated –

[date] 2019

TABLE OF CONTENT

i

GALAPAGOS NV

Limited Liability Company

Generaal De Wittelaan L11 A3, 2800 Mechelen (Belgium)

Register of Legal Persons VAT BE 0466.460.429 (Antwerp, division Mechelen)

INITIAL GILEAD WARRANT A

RECITALS

On 14 July 2019, Galapagos NV (hereafter further referred to as the “Company”), entered into a Subscription Agreement (as defined below) with Gilead Therapeutics A1 Unlimited Company (hereafter further referred to as the “Investor”). The Investor is an indirect wholly-owned subsidiary of Gilead Sciences, Inc. (hereafter further referred to as the “Parent Investor”), a U.S. corporation listed on the NASDAQ Stock Market and a research-based biopharmaceutical company focused on the discovery, development, and commercialisation of innovative medicines. Simultaneously with the execution of the Subscription Agreement, the Company and the Parent Investor also entered into an Option, License and Collaboration Agreement (as defined below). Pursuant to the Option, License and Collaboration Agreement, the Company agreed to discover, research, and develop molecules and products, and Parent Investor agreed to have an option to participate in the development and commercialisation of molecules and products, in each case, on the terms and conditions set forth in such agreement. Pursuant to the Subscription Agreement, the Investor agreed to make an investment into the share capital of the Company. The investment was effected on 23 August 2019. As part of the overall agreement between the Company, the Investor and the Parent Investor, the Subscription Agreement also provided for the issuance to the Investor of a number of warrants. The present terms and conditions (hereinafter referred to as the “Conditions”) contain the issue and exercise conditions of the Initial Gilead Warrant A issued by the Company, as contemplated by the Subscription Agreement. The issue of the Warrants is exclusively reserved to the Investor, in consideration of the subscription for shares and entry into the collaboration contemplated by the agreements referred to above.

In these Conditions, the following words and expressions that are not defined elsewhere in these Conditions shall have the following meanings, save where the context requires otherwise:

“Acting in Concert” means, when used in relation to a person or entity, acting in concert (in onderling overleg handelende personen / personnes agissant de concert) in the sense of Article 3, §1, 5° of the Belgian Act of 1 April 2007 regarding public takeover bids, or Article 1, §2, 5° of the Belgian Royal Decree of 27 April 2007 regarding public takeover bids.

“Affiliate” means, when used with respect to a person or entity, any person, corporation, partnership, or other entity that controls, is controlled by or is under common control with such person or entity, for so long as such control exists, regardless of whether such person or entity is or becomes an Affiliate on or after the date of the Subscription Agreement. For the purposes of this definition, the word “control” (including, with correlative meaning, the terms “controlled by” or “under the common control with”) means the actual power, either directly

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or indirectly through one or more intermediaries, to direct or cause the direction of the management and policies of such entity, whether by the ownership of more than fifty percent (50%) of the voting stock of such entity, or by contract or otherwise.

“Belgian Companies and Associations Code” means the Belgian Companies and Associations Code of 23 March 2019, as amended from time to time, and the rules and regulations promulgated thereunder.

“Belgian Companies Code” means the Belgian Companies Code of 7 May 1999, as amended from time to time, and the rules and regulations promulgated thereunder.

“Business Day” means a day other than (a) a Saturday or a Sunday, (b) a bank or other public holiday in California, United States, (c) a bank or other public holiday in Brussels, Belgium, (d) a bank or other public holiday in Ireland or (e) the period commencing on December 25th and ending on January 1st (inclusive).

“Company” means Galapagos NV/SA, a corporation (naamloze vennootschap / société anonyme) organized and existing under the laws of Belgium, with registered office at Generaal De Wittelaan L11 A3, 2800 Mechelen, Belgium, and registered with the Register of Legal Persons under enterprise number 0466.460.429 (Antwerp, division Mechelen).

“Conditions” means the present terms and conditions of the Warrants.

“Equity Security” means (a) any Share, and (b) any other security, financial instrument, certificate and other right (including options, futures, swaps and other derivatives) issued or, with respect to options, futures, swaps and other derivatives, contracted by the Company and representing, being exercisable, convertible or exchangeable into or for, or otherwise providing a right to acquire, directly or indirectly, any of the Equity Securities referred to in (a).

“Exercise Account” has the meaning as defined in Article 7.2(b).

“Exercise Date” has the meaning as defined in Article 7.1(b).

“Exercise Notice” has the meaning as defined in Article 7.1(a).

“Exercise Price” means the exercise price of the Warrant, per Share that shall be subscribed for upon an exercise of the Warrant in relation to such Shares, as determined pursuant to Article 5.

“Expiry Date” has the meaning as defined in Article 3(a).

“Gilead Warrant” means each of the Initial Gilead Warrants and Subsequent Gilead Warrant B.

“Initial Gilead Warrant” means each of the warrants (inschrijvingsrechten or warrants / droits de souscription) issued by the Company on the Issue Date to the Investor, and named, respectively, the “Initial Gilead Warrant A” and “Initial Gilead Warrant B”.

“Investor” means Gilead Therapeutics A1 Unlimited Company, an unlimited liability company formed under the laws of Ireland, registered with Ireland’s Companies Registration Office under number 615395.

“Issue Date” means the date on which the Warrant has been issued by the extraordinary general shareholders’ meeting of the Company, i.e. [date].

“Notice” has the meaning given to it in Article 10.6.

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“Option, License and Collaboration Agreement” means the option, license and collaboration agreement, dated 14 July 2019, by and between the Company and the Parent Investor.

“Parent Investor” means Gilead Sciences, Inc., a corporation incorporated under the laws of Delaware.

“Reference Date” means 23 August 2019, being the date on which the Subscription Shares were issued by the Company and were subscribed for by the Investor pursuant to the Subscription Agreement.

“Reference Exercise Price” means a price, per Share subscribed for upon an exercise of the Warrant in relation to such Shares, that shall be equal to EUR 140.59, being the issue price, on a per Share basis, that was paid by the Investor with respect to the Subscription Shares that were issued to the Investor on the Reference Date pursuant to the Subscription Agreement.

“Share” means any share (aandeel / action) outstanding from time to time representing the Company’s share capital.

“Share Reorganisation” has the meaning given to it in Article 8.2(a).

“Subscription Agreement” means the subscription agreement, dated 14 July 2019, by and between the Company and the Investor, in relation to the subscription by the Investor for the Subscription Shares and the Initial Gilead Warrants and Subsequent Gilead Warrant B.

“Subscription Shares” means the 6,828,985 Shares that were issued by the Company and subscribed for by the Investor on the Reference Date pursuant to the Subscription Agreement.

“Subsequent Gilead Warrant B” means the warrant (inschrijvingsrecht or warrant / droit de souscription), named “Subsequent Gilead Warrant B” to be issued by the Company to the Investor pursuant to the Subscription Agreement.

“Succession Transaction” has the meaning given to it in Article 8.3(a).

“Successor Company” has the meaning given to it in Article 8.3(a).

“Term” means the term of the Warrant as referred to in Article 3.

“Warrant” means the Initial Gilead Warrant, named “Initial Gilead Warrant A.

“Warrant Limit” has the meaning given to it in Article 4.1(a).

Headings and the table of contents used in these Conditions are for convenience purposes only and shall not affect the construction or interpretation of these Conditions.

Unless the context does not so permit, or save where specifically indicated otherwise:

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For the purpose of these Conditions, the fractional value (fractiewaarde / pair comptable) of the Company’s Shares from time to time shall be determined as a fraction, (a) the numerator of which is the amount of the Company’s share capital at that time, and (b) the denominator of which is the aggregate number of actually issued and outstanding Shares of the Company at that time.

The Conditions were drawn up in English, after which a Dutch translation was prepared. In the case of discrepancies between the English and the Dutch version, the English version shall prevail between the parties hereto to the fullest extent possible and permitted by Belgian law. Notwithstanding the foregoing, Belgian legal concepts which are expressed in English language terms, are to be interpreted in accordance with the Belgian legal terms to which they refer, and the use herein of Dutch and/or French words in these Conditions as translation for certain words or concepts shall be conclusive in the determination of the relevant legal concept under Belgian law of the words or concepts that are so translated herein.

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The Warrant is in registered form. In accordance with applicable law, the Warrant is recorded in a warrant register book, which is kept at the registered office of the Company. The Warrant cannot be converted into a bearer instrument or in dematerialized form.

The Warrant shall be transferrable in the same manner and in accordance with the same rules as those that apply (mutatis mutandis) to the Subscription Shares pursuant to the Subscription Agreement. Transfers of the Warrant that do not comply with this Article 2.3 are not enforceable vis-à-vis the Company.

The Warrant shall not be listed at any time on a securities exchange, regulated market or similar securities market.

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6

If the admission of the Shares that are to be issued upon an exercise of the Warrant to trading on the regulated markets of Euronext Brussels and Euronext Amsterdam (and such other regulated markets on which the Company’s Shares will be trading at that time) legally requires a listing prospectus, the Company shall use reasonable efforts to obtain such admission within ninety (90) days following the issue of such Shares. In such event, the effective admission to listing will be subject to regulatory approval of the listing prospectus.

If the admission of the Shares that are to be issued upon an exercise of the Warrant to trading on the regulated markets of Euronext Brussels and Euronext Amsterdam (and such other regulated markets on which the Company’s Shares will be trading at that time) does not legally require a listing prospectus, the Company shall cause such admission as soon as practicable after the issue of such Shares, and in any event no later than five (5) Business Days after the issue of such Shares.

The Exercise Price of the Warrant shall, per Share that shall be subscribed for upon an exercise of the Warrant in relation to such Shares, be equal to the Reference Exercise Price.

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8

9

10

Upon each exercise of the Warrant, the Company shall be deemed to represent and warrant to the holder of the Warrant on the date of the issue or delivery of the Shares to be issued or delivered by the Company upon such exercise of the Warrant:

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Upon each exercise of the Warrant, the holder of the Warrant shall be deemed to represent and warrant to the Company on the date of the issue or delivery of the Shares to be issued or delivered by the Company upon such exercise of the Warrant:

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In the case of subscription for the Warrant, the subscriber shall be bound by, and deemed to have accepted, the present Conditions. In the event of a transfer of the Warrant (or any right thereto), the acquirer or transferee shall be bound by, and deemed to have accepted, the present Conditions.

Whenever possible, the provisions of the Conditions shall be interpreted in such a manner that they are valid and enforceable under the applicable legislation.

If any provision in these Conditions is held to be illegal, invalid or unenforceable, in whole or in part, under any applicable law, then such provision or part of it shall be deemed not to form part of these Conditions, and the legality, validity or enforceability of the remainder of these Conditions shall not be affected.

In that event, the illegal, invalid or non-enforceable provision or part thereof is automatically replaced with the legal, valid and enforceable provision that is the closest to the original provision or part thereof as regards content, bearing and intention.

Notwithstanding anything in these Conditions to the contrary, nothing in these Conditions shall in any way limit the ability of the Company and the holder of the Warrant to seek or obtain from any court of competent jurisdiction any remedies available at law or in equity (including injunctive relief) to enforce any covenant or agreement of the holder of the Warrant respectively the Company hereunder.

The Company shall pay any stamp, issue, registration, documentary or other taxes and duties, including interest and penalties, payable in Belgium on or in connection with the issue or delivery of the Shares upon each exercise of the Warrant. The Company shall also pay all costs associated with the listing of the relevant Shares on the regulated markets of Euronext Brussels and Amsterdam (and such other regulated markets on which the Company’s Shares will be trading at that time).

The Conditions and the Warrant and any non-contractual obligations arising out of or in connection with each of them are governed by, and are to be construed in accordance with, Belgian law.

Any dispute, controversy, difference or claim which may arise between the Company and the holder of the Warrant out of or in relation to or in connection with the Conditions or the Warrant (including arising out of or relating to the validity, construction, interpretation, enforceability, breach, performance, application, exercise, expiry or termination of the Conditions or the Warrant), shall be settled by binding arbitration in accordance with the applicable rules of the International Chamber of Commerce (“ICC Rules”) by three (3) arbitrators, one chosen by the holder of the Warrant, one chosen by the Company and the third chosen by mutual agreement of the first two, and otherwise in accordance with the ICC Rules. The arbitrators shall have significant experience and shall have expertise in Belgian corporate law. Each of the Company and the holder of the Warrant may refer such dispute to

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arbitration by submitting a written notice of such request to the holder of the Warrant respectively the Company. The place of arbitration shall be New York and the language (including all testimony, evidence and written documentation) shall be English. The arbitrators shall establish procedures to facilitate and complete such arbitration as soon and efficiently as practicable. Unless the arbitrators expressly determine otherwise, neither the Company nor the holder of the Warrant shall be required to give general discovery of documents, but may be required only to produce specific, identified documents that are relevant to the dispute. Each of the Company and the holder of the Warrant shall have the right to be represented by counsel. Any judgment or award rendered by the arbitrators shall be final and binding on the Company and the holder of the Warrant, and shall be governed by the terms and conditions hereof and the limitation on damages set forth in Article 13 of the Subscription Agreement. The parties hereto agree that such a judgment or award may be enforced in any court of competent jurisdiction. The statute of limitations of Belgian law applicable to the commencement of a lawsuit shall apply to the commencement of arbitration. The arbitrators shall determine the allocation of costs and expenses and attorneys’ fees in the arbitration to be borne by each of the Company and the holder of the Warrant. All proceedings and decisions of the arbitrators shall be deemed Confidential Information (as set out in the Subscription Agreement) of each of the Company and the holder of the Warrant, and shall be subject to Article 13 of the Option, License and Collaboration Agreement.

Any notice, notification, demand or other communication (“notice”) to be given under these Conditions shall be in writing, shall specifically refer to these Conditions, and shall be addressed to the appropriate party at the address specified below or such other address as may be specified by such party in writing in accordance with this Article 10.6, and shall be deemed to have been given for all purposes (i) when received, if hand-delivered, sent by a reputable international expedited delivery service or sent by facsimile (with transmission confirmed), or (ii) five (5) Business Days after mailing, if mailed by first class certified or registered mail, postage prepaid, return receipt requested. Any notice delivered by facsimile shall be confirmed by a hard copy delivered by a reputable international expedited delivery service as soon as practicable thereafter. The current details for notices are:

*         *         *

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English translation for information purposes only

Annex 2

Terms and Conditions of the Initial Warrant B

Annex to Special report (Art. 583-596-598 BCC)

INITIAL GILEAD WARRANT B

– issued by –

GALAPAGOS NV

– dated –

[date] 2019

TABLE OF CONTENT

i

GALAPAGOS NV

Limited Liability Company

Generaal De Wittelaan L11 A3, 2800 Mechelen (Belgium)

Register of Legal Persons VAT BE 0466.460.429 (Antwerp, division Mechelen)

INITIAL GILEAD WARRANT B

RECITALS

On 14 July 2019, Galapagos NV (hereafter further referred to as the “Company”), entered into a Subscription Agreement (as defined below) with Gilead Therapeutics A1 Unlimited Company (hereafter further referred to as the “Investor”). The Investor is an indirect wholly-owned subsidiary of Gilead Sciences, Inc. (hereafter further referred to as the “Parent Investor”), a U.S. corporation listed on the NASDAQ Stock Market and a research-based biopharmaceutical company focused on the discovery, development, and commercialisation of innovative medicines. Simultaneously with the execution of the Subscription Agreement, the Company and the Parent Investor also entered into an Option, License and Collaboration Agreement (as defined below). Pursuant to the Option, License and Collaboration Agreement, the Company agreed to discover, research, and develop molecules and products, and Parent Investor agreed to have an option to participate in the development and commercialisation of molecules and products, in each case, on the terms and conditions set forth in such agreement. Pursuant to the Subscription Agreement, the Investor agreed to make an investment into the share capital of the Company. The investment was effected on 23 August 2019. As part of the overall agreement between the Company, the Investor and the Parent Investor, the Subscription Agreement also provided for the issuance to the Investor of a number of warrants. The present terms and conditions (hereinafter referred to as the “Conditions”) contain the issue and exercise conditions of the Initial Gilead Warrant B issued by the Company, as contemplated by the Subscription Agreement. The issue of the Warrants is exclusively reserved to the Investor, in consideration of the subscription for shares and entry into the collaboration contemplated by the agreements referred to above.

In these Conditions, the following words and expressions that are not defined elsewhere in these Conditions shall have the following meanings, save where the context requires otherwise:

“Acting in Concert” means, when used in relation to a person or entity, acting in concert (in onderling overleg handelende personen / personnes agissant de concert) in the sense of Article 3, §1, 5° of the Belgian Act of 1 April 2007 regarding public takeover bids, or Article 1, §2, 5° of the Belgian Royal Decree of 27 April 2007 regarding public takeover bids.

“Affiliate” means, when used with respect to a person or entity, any person, corporation, partnership, or other entity that controls, is controlled by or is under common control with such person or entity, for so long as such control exists, regardless of whether such person or entity is or becomes an Affiliate on or after the date of the Subscription Agreement. For the purposes of this definition, the word “control” (including, with correlative meaning, the terms “controlled by” or “under the common control with”) means the actual power, either directly

1

or indirectly through one or more intermediaries, to direct or cause the direction of the management and policies of such entity, whether by the ownership of more than fifty percent (50%) of the voting stock of such entity, or by contract or otherwise.

“Belgian Companies and Associations Code” means the Belgian Companies and Associations Code of 23 March 2019, as amended from time to time, and the rules and regulations promulgated thereunder.

“Belgian Companies Code” means the Belgian Companies Code of 7 May 1999, as amended from time to time, and the rules and regulations promulgated thereunder.

“Business Day” means a day other than (a) a Saturday or a Sunday, (b) a bank or other public holiday in California, United States, (c) a bank or other public holiday in Brussels, Belgium, (d) a bank or other public holiday in Ireland or (e) the period commencing on December 25th and ending on January 1st (inclusive).

“Company” means Galapagos NV/SA, a corporation (naamloze vennootschap / société anonyme) organized and existing under the laws of Belgium, with registered office at Generaal De Wittelaan L11 A3, 2800 Mechelen, Belgium, and registered with the Register of Legal Persons under enterprise number 0466.460.429 (Antwerp, division Mechelen).

“Conditions” means the present terms and conditions of the Warrants.

“Equity Security” means (a) any Share, and (b) any other security, financial instrument, certificate and other right (including options, futures, swaps and other derivatives) issued or, with respect to options, futures, swaps and other derivatives, contracted by the Company and representing, being exercisable, convertible or exchangeable into or for, or otherwise providing a right to acquire, directly or indirectly, any of the Equity Securities referred to in (a).

“Exercise Account” has the meaning as defined in Article 7.2(b).

“Exercise Date” has the meaning as defined in Article 7.1(b).

“Exercise Notice” has the meaning as defined in Article 7.1(a).

“Exercise Price” means the exercise price of the Warrant, per Share that shall be subscribed for upon an exercise of the Warrant in relation to such Shares, as determined pursuant to Article 5.

“Expiry Date” has the meaning as defined in Article 3(a).

“Gilead Warrant” means each of the Initial Gilead Warrants and Subsequent Gilead Warrant B.

“Initial Gilead Warrant” means each of the warrants (inschrijvingsrechten or warrants / droits de souscription) issued by the Company on the Issue Date to the Investor, and named, respectively, the “Initial Gilead Warrant A” and “Initial Gilead Warrant B”.

“Investor” means Gilead Therapeutics A1 Unlimited Company, an unlimited liability company formed under the laws of Ireland, registered with Ireland’s Companies Registration Office under number 615395.

“Issue Date” means the date on which the Warrant has been issued by the extraordinary general shareholders’ meeting of the Company, i. e. [date].

“Notice” has the meaning given to it in Article 10.6.

2

“Option, License and Collaboration Agreement” means the option, license and collaboration agreement, dated 14 July 2019, by and between the Company and the Parent Investor.

“Parent Investor” means Gilead Sciences, Inc., a corporation incorporated under the laws of Delaware.

“Reference Date” means 23 August 2019, being the date on which the Subscription Shares were issued by the Company and were subscribed for by the Investor pursuant to the Subscription Agreement.

“Reference Exercise Price” means a price, per Share subscribed for upon an exercise of the Warrant in relation to such Shares, that shall be equal to the greater of (i) 120% multiplied by the arithmetic mean of the daily volume weighted average trading price of the Company’s Shares as traded on Euronext Brussels and Euronext Amsterdam (or such other regulated markets on which the Company’s Shares will be trading at that time) on each of the trading days during the period of 30 calendar days ending on the calendar day immediately preceding the date of the Exercise Notice with respect to such exercise, and (ii) EUR 140.59, being the issue price, on a per Share basis, that was paid by the Investor with respect to the Subscription Shares that were issued to the Investor on the Reference Date pursuant to the Subscription Agreement.

“Share” means any share (aandeel / action) outstanding from time to time representing the Company’s share capital.

“Share Reorganisation” has the meaning given to it in Article 8.2(a).

“Subscription Agreement” means the subscription agreement, dated 14 July 2019, by and between the Company and the Investor, in relation to the subscription by the Investor for the Subscription Shares and the Initial Gilead Warrants and Subsequent Gilead Warrant B.

“Subscription Shares” means the 6,828,985 Shares that were issued by the Company and subscribed for by the Investor on the Reference Date pursuant to the Subscription Agreement.

“Subsequent Gilead Warrant B” means the warrant (inschrijvingsrecht or warrant / droit de souscription), named “Subsequent Gilead Warrant B” to be issued by the Company to the Investor pursuant to the Subscription Agreement.

“Succession Transaction” has the meaning given to it in Article 8.3(a).

“Successor Company” has the meaning given to it in Article 8.3(a).

“Term” means the term of the Warrant as referred to in Article 3.

“Warrant” means the Initial Gilead Warrant, named “Initial Gilead Warrant B”.

“Warrant Limit” has the meaning given to it in Article 4.1(a).

Headings and the table of contents used in these Conditions are for convenience purposes only and shall not affect the construction or interpretation of these Conditions.

3

Unless the context does not so permit, or save where specifically indicated otherwise:

For the purpose of these Conditions, the fractional value (fractiewaarde / pair comptable) of the Company’s Shares from time to time shall be determined as a fraction, (a) the numerator of which is the amount of the Company’s share capital at that time, and (b) the denominator of which is the aggregate number of actually issued and outstanding Shares of the Company at that time.

The Conditions were drawn up in English, after which a Dutch translation was prepared. In the case of discrepancies between the English and the Dutch version, the English version shall prevail between the parties hereto to the fullest extent possible and permitted by Belgian law. Notwithstanding the foregoing, Belgian legal concepts which are expressed in English language terms, are to be interpreted in accordance with the Belgian legal terms to which they refer, and the use herein of Dutch and/or French words in these Conditions as translation for certain words or concepts shall be conclusive in the determination of the relevant legal concept under Belgian law of the words or concepts that are so translated herein.

4

The Warrant is in registered form. In accordance with applicable law, the Warrant is recorded in a warrant register book, which is kept at the registered office of the Company. The Warrant cannot be converted into a bearer instrument or in dematerialized form.

The Warrant shall be transferrable in the same manner and in accordance with the same rules as those that apply (mutatis mutandis) to the Subscription Shares pursuant to the Subscription Agreement. Transfers of the Warrant that do not comply with this Article 2.3 are not enforceable vis-à-vis the Company.

The Warrant shall not be listed at any time on a securities exchange, regulated market or similar securities market.