Galapagos EGM convocation
(Thomson Reuters ONE) -
INVITATION TO THE EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING TO BE HELD ON 16
MAY 2012
The Board of Directors of Galapagos NV (hereinafter "the Company" or
"Galapagos") has the honor to invite the Shareholders, Warrants Holders,
Directors and Statutory Auditor of the Company to the Extraordinary General
Shareholders' Meeting that will be held in the presence of a notary public and
that will take place on Wednesday 16 May 2012 at 11:30h (Belgian time) at the
registered office of the Company. This is the second convocation, as the
legally required quorum to discuss and resolve on the agenda items below was not
reached at the first Meeting of 24 April 2012.
AGENDA OF THE EXTRAORDINARY GENERAL SHAREHOLDERS' MEETING
Amendments to the Articles of Association of the Company.
1. Amendment of the Articles of Association of the Company to make them
compliant with the provisions of the Law relating to the exercise of certain
rights of shareholders of listed companies.
1.1 Amendment of article 27 of the Articles of Association of the Company.
Proposal of resolution: The Extraordinary General Shareholders' Meeting resolves
to delete the fourth paragraph of article 27 of the Articles of Association of
the Company.
1.2 Amendment of article 28 of the Articles of Association of the Company.
Proposal of resolution: The Extraordinary General Shareholders' Meeting resolves
to delete in its entirety the text of article 28 of the Articles of Association
of the Company and to replace it with the following text:
"28. CONVOCATION
The general meeting assembles pursuant to a convocation by the board of
directors or of the statutory auditor(s).
The convocations of a general meeting are made in accordance with article 533
§2, article 535 and other provisions of the Code of companies.
The convocations of a general meeting contain at least the information set forth
in article 533bis §1 of the Code of companies.
On the day of publication of the convocation and uninterruptedly until the day
of the general meeting the company makes available to its shareholders the
information set forth in article 533bis §2 of the Code of companies. This
information remains accessible on the company's website for a period of five
years as from the date of the general meeting to which it relates.
The foregoing does not prejudice the possibility of one or more shareholders
possessing together at least 3% of the share capital to have items to be dealt
with put on the agenda of the general meeting and table proposals of resolutions
with respect to items on the agenda or items to be put on the agenda, subject to
compliance with the relevant provisions of article 533ter of the Code of
companies. This does not apply in case a general meeting is called with a new
convocation because the quorum required for the first convocation was not
achieved, and on condition that the first convocation is in compliance with the
provisions of the law, the date of the second meeting is mentioned in the first
convocation and no new item is put on the agenda. The company must receive
these requests ultimately on the 22(nd) day before the date of the general
meeting. The items to be dealt with and the proposals of resolution in
connection with them that would be added to the agenda, as the case may be, will
be published in accordance with the provisions of the Code of companies. If a
proxy form has already been submitted to the company before the publication of
the completed agenda, the proxy holder will need to comply with the relevant
provisions of the Code of companies. The items to be dealt with and the
proposals of resolution in connection with them that have been added to the
agenda pursuant to the foregoing, shall only be discussed if all relevant
provisions of the Code of companies have been complied with."
1.3 Amendment of article 29 of the Articles of Association of the Company.
Proposal of resolution: The Extraordinary General Shareholders' Meeting resolves
to delete in its entirety the text of article 29 of the Articles of Association
of the Company and to replace it with the following text:
"29. ADMISSION
The right to participate in a general meeting and to vote is only granted based
on an accounting registration of the shares on the name of the shareholder, on
the 14(th) day before the general meeting, at 24:00h (Belgium time), either by
their inscription in the register of nominative shares of the company, or by
their inscription on the accounts of a recognized account holder or of a
clearing institution, irrespective of the number of shares the shareholder
possesses at the day of the general meeting.
The day and time referred to in the first paragraph form the record date.
The shareholder notifies the company, or the person appointed by the company for
that purpose, ultimately on the 6(th) day before the date of the meeting, that
he wants to participate in the general meeting.
The financial intermediary or the recognized account holder or the clearing
institution provides the shareholder with a certificate that shows the number of
dematerialized shares registered on the name of the shareholder on his accounts
on the record date, for which the shareholder has indicated his desire to
participate in the general meeting.
In a register designated by the board of directors, the name and address or
registered office of each shareholder who has notified the company of its
intention to participate in the general meeting are noted, as well as the number
of shares he possessed on the record date and for which he has indicated to be
participating in the general meeting, and the description of the documents
demonstrating that he was in possession of the shares on said record date.
The holders of bearer shares must beforehand arrange for conversion of their
shares into nominative shares or dematerialized shares to be able to participate
in the general meeting.
An attendance list, mentioning the names of the shareholders and the number of
shares they represent, must be signed by each of them or by their proxy holders
before entering the meeting.
The holders of bonus shares ("winstbewijzen/parts bénéficiaires"), non-voting
shares, bonds, warrants or other securities issued by the company, as well as
the holders of certificates issued with collaboration of the company and
representing securities issued by the company (if any such exist), may attend
the general meeting with advisory vote insofar permitted by law. They may only
participate in the vote in the cases determined by law. They are in any event
subject to the same formalities as those imposed on the shareholders, with
respect to notice of attendance and admission, and the form and submission of
proxies."
1.4 Amendment of article 30 of the Articles of Association of the Company.
Proposal of resolution: The Extraordinary General Shareholders' Meeting resolves
to delete in its entirety the text of article 30 of the Articles of Association
of the Company and to replace it with the following text:
"30. REPRESENTATION - DISTANT VOTING - DISTANT ATTENDANCE
Each shareholder with voting rights may participate in the meeting in person or
may have himself represented by a proxy holder in accordance with the provisions
of the Code of companies.
A person acting as proxy holder may carry a proxy of more than one shareholder;
in such case he may vote differently for one shareholder than for another
shareholder.
The appointment of a proxy holder by a shareholder must be in writing or by
means of an electronic form and must be signed by the shareholder, as the case
may be with an electronic signature as defined by the applicable provisions in
Belgian law.
The notification of the proxy to the company must be in writing, by electronic
way as the case may be, to the address mentioned in the convocation. The
company must receive the proxy ultimately on the 6(th) day before the date of
the meeting.
The board of directors may determine the text of the proxies provided that the
liberty of the shareholder to vote must be respected and that the conditions do
not reduce the shareholder's rights.
The board of directors has the possibility to provide in the convocation that
the shareholders can vote from a distance, before the general meeting, by letter
or by electronic way, by means of a form made available by the company.
In case of distant voting by letter, the forms that have not been received by
the company ultimately on the 6(th) day before the date of the meeting, shall
not be taken into account.
In case of distant voting by electronic way, assuming the convocation allows it,
the conditions permitting the shareholder to vote in that way will be
established by the board of directors, who will make sure that the applied
communication mechanism is capable of introducing the mandatory legal
statements, of verifying the compliance with the required timing of receipt, and
of controlling the capacity and identity of the shareholder. Electronic voting
is possible until the day before the general meeting.
The shareholder who uses distant voting, either by letter, or, as the case may
be, by electronic way, must comply with the requirements for admission as set
forth in article 29 of the articles of association.
The board of directors can offer the shareholders the possibility to participate
in the general meeting from a distance, by means of a communication mechanism
made available by the company. With respect to the compliance with the
conditions relating to attendance and majority, the shareholders who participate
in the general meeting in this way, if this possibility is offered, are deemed
to be present at the location where the general meeting is held. If the board
of directors offers the possibility to participate in this way, from a distance,
in the general meeting, the board determines the conditions that will apply
hereto in accordance with the relevant provisions of the Code of companies. The
board of directors may extent this possibility (if it is offered) to the holders
of bonus shares, bonds, warrants or certificates issued with collaboration of
the company, taking into account the rights attached thereto, and in accordance
with the relevant provisions of the Code of companies."
1.5 Amendment of article 32 of the Articles of Association of the Company.
Proposal of resolution: The Extraordinary General Shareholders' Meeting resolves
to delete in its entirety the text of article 32 of the Articles of Association
of the Company and to replace it with the following text:
"32. ADJOURNMENT
The board of directors has the right to adjourn each general meeting one time,
for five weeks, irrespective of the agenda items and without having to justify
this decision. The board may use this right at any time, but only after opening
of the meeting. The decision of the board must be communicated to the assembly
before closing of the meeting and must be mentioned in the minutes. Such
adjournment nullifies every decision taken. The formalities for admission need
to be complied with again. The existing proxies and permissions to attend the
adjourned meeting cease to be valid. At the meeting that will be held in
continuation of the adjourned meeting the same agenda will be entirely tabled
again and finished."
1.6 Amendment of article 33 of the Articles of Association of the Company.
Proposal of resolution: The Extraordinary General Shareholders' Meeting resolves
to delete the second paragraph of article 33 of the Articles of Association of
the Company.
1.7 Amendment of article 34 of the Articles of Association of the Company.
Proposal of resolution: The Extraordinary General Shareholders' Meeting resolves
that in article 34 of the Articles of Association of the Company: (i) the first
paragraph be deleted, and (ii) the second paragraph (after the deletion
mentioned in (i) above) be deleted and replaced with the following text: "The
directors give answer to the questions they are asked by the shareholders,
during the meeting or in writing, relating to their report or to the agenda
items, insofar the communication of information or facts is not of such nature
that it would be detrimental for the business interests of the company or for
the confidentiality to which the company or its directors are bound. The
statutory auditors give answer to the questions they are asked by the
shareholders, during the meeting or in writing, relating to their report,
insofar the communication of information or facts is not of such nature that it
would be detrimental for the business interests of the company or for the
confidentiality to which the company, its directors or the statutory auditors
are bound. In case several questions relate to the same subject matter, the
directors and the statutory auditors may respond in one answer. As soon as the
convocation is published, the shareholders may ask their questions in writing,
that will be answered during the meeting by the directors or the statutory
auditors, as the case may be, insofar such shareholders have complied with the
formalities required to be admitted to the meeting. The questions may also be
directed to company by electronic way via the address that is mentioned in the
convocation for the general meeting. The company needs to receive these written
questions ultimately on the 6(th) day before the meeting.", and (iii) in the
fifth paragraph (after the deletion mentioned in (i) above) the words "The votes
are taken" are deleted and replaced with the words: "The votes cast during the
meeting are taken".
1.8 Amendment of article 35 of the Articles of Association of the Company.
Proposal of resolution: The Extraordinary General Shareholders' Meeting resolves
that in article 35 of the Articles of Association of the Company: (i) in the
second paragraph, the words "by the chairman of the board of directors or by two
directors" be deleted and replaced with the words "by one or more directors";
and (ii) a third paragraph is added with the following text: "The minutes shall
mention, for every resolution, the number of shares for which valid votes are
cast, the percentage of the share capital that these shares represent, the total
number of votes validly cast, and the number of votes cast in favor or against
each resolution, as well as the number of abstentions, if any. In the minutes
of the general meetings with possibility of distant attendance (if this
possibility is offered) the technical problems and incidents (if any) that have
hindered or disturbed the participation by electronic means, shall be
mentioned. This information will be published by the company on its website,
within 15 days after the general meeting."
2. Update of certain terms used in the Articles of Association of the Company.
2.1 Amendment of article 8 of the Articles of Association of the Company.
Proposal of resolution: The Extraordinary General Shareholders' Meeting resolves
that in article 8 of the Articles of Association of the Company the words
"articles 1 to 4 of the Law of 2 March 1989 relating to the disclosure of
important interests in companies listed on a stock market and to the regulation
of the public takeover bids" be deleted and replaced with the words "articles 6
through 17 of the Law of 2 May 2007 relating to the disclosure of important
interests."
2.2 Proposal of resolution: The Extraordinary General Shareholders' Meeting
resolves that in the Articles of Association of the Company the words "Banking,
Finance and Insurance Commission" be replaced with the words "Financial Services
and Markets Authority (FSMA)".
3. Power of attorney.
Proposal of resolution: The Extraordinary General Shareholders' Meeting resolves
to grant all necessary powers: (i) to any director and/or the internal legal
counsel with respect to the implementation of the preceding resolutions, and
(ii) to any Belgian notary public to establish a coordinated version of the
Articles of Association of the Company and to file this coordinated version with
the registry of the commercial court and to arrange for the completion of all
necessary formalities with the competent authorities.
PRACTICAL PROVISIONS CONCERNING THE PARTICIPATION IN THE EXTRAORDINARY GENERAL
SHAREHOLDERS' MEETING
Registration and participation
In order to participate and vote in the Extraordinary General Shareholders'
Meeting, shareholders must satisfy the two conditions set out in points (A) and
(B), namely:
(A) Their shares must be registered in their name on 2 May 2012 at 24:00h
(Belgian time) (this is the "record date").
For dematerialized shares: the shares will be registered in the name of the
shareholder, on the record date, in the accounts of a recognized account holder
or a clearing body, without any action being required on the part of the
shareholder. For registered shares: the shares will be registered in the name
of the shareholder, on the record date, in the Company's register of
shareholders, without any action being required on the part of the shareholder.
For bearer shares: the shares will be registered after the shareholder has
submitted his shares to a financial institution of his choice, by no later than
2 May 2012.
(B) They must give notification of their intention to participate in the
Extraordinary General Shareholders' Meeting and of the number of shares they
wish to represent in the voting.
This notification and the certificate proving possession of the shares on the
record date must be submitted to Galapagos by e-mail (shareholders(at)glpg.com), by
post (Galapagos NV, attn. Legal Department, Generaal De Wittelaan L11 A3, B-
2800 Mechelen, Belgium) or by fax (+32 15 342 994), and must reach Galapagos by
no later than 10 May 2012.
All holders of warrants issued by the Company may attend the Extraordinary
General Shareholders' Meeting though only with an advisory vote, and they are
subject to the same attendance requirements as those applicable to the holders
of shares in the Company's register of shareholders.
Proxies
Shareholders who have complied with the formalities for registration and
participation in the Extraordinary General Shareholders' Meeting may designate
another person as their proxy by post, e-mail or fax. If you decide to be
represented by a third party, you must complete and sign the proxy forms
available on our website (www.glpg.com). The signed proxy forms must be
submitted to Galapagos by e-mail (shareholders(at)glpg.com), by post (Galapagos NV,
attn. Legal Department, Generaal De Wittelaan L11 A3, B-2800 Mechelen, Belgium)
or by fax (+32 15 342 994), and must reach Galapagos by no later than 10 May
2012.
Voting by letter
Shareholders who have complied with the formalities for registration and
participation in the Extraordinary General Shareholders' Meeting may vote by
letter on matters on the agenda of the Extraordinary General Shareholders'
Meeting. If you decide to vote by letter, you must complete and sign the forms
for voting by letter, available on our website (www.glpg.com). The signed forms
for voting by letter may be submitted to Galapagos by e-mail
(shareholders(at)glpg.com) or by fax (+32 15 342 994), provided however that the
original signed forms for voting by letter must reach Galapagos by courier or by
registered letter (Galapagos NV, attn. Legal Department, Generaal De Wittelaan
L11 A3, B-2800 Mechelen, Belgium) by no later than 10 May 2012.
Written questions
Shareholders who have complied with the formalities for registration and
participation in the Extraordinary General Shareholders' Meeting may submit
written questions to the Directors about their report or the items on the
agenda, and to the Statutory Auditor about his report. Such questions must be
submitted to Galapagos by e-mail (shareholders(at)glpg.com), by post (Galapagos NV,
attn. Legal Department, Generaal De Wittelaan L11 A3, B-2800 Mechelen, Belgium)
or by fax (+32 15 342 994), and must reach Galapagos by no later than 10 May
2012.
Documentation and information
The documents in connection with the Extraordinary General Shareholders' Meeting
will be made available on Galapagos' website: www.glpg.com. Hard copies of the
documents can be obtained at no cost by simple request via e-mail
(shareholders(at)glpg.com), post (Galapagos NV, attn. Legal Department, Generaal De
Wittelaan L11 A3, B-2800 Mechelen, Belgium), fax (+32 15 342 994), or telephone
(+32 15 342 932). Please address any requests for more information to
Galapagos' Legal Department (Phone: +32 15 342 932). Correspondence can be sent
to Galapagos NV, attn. Legal Department, Generaal De Wittelaan L11 A3, B-2800
Mechelen, Belgium (Fax: +32 15 342 994; E-mail: shareholders(at)glpg.com).
All persons wishing to attend the Extraordinary General Shareholders' Meeting
are invited to be present at least 15 minutes prior to the scheduled start of
the Meeting to ensure a smooth completion of the admission formalities.
The Board of Directors.
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: Galapagos NV via Thomson Reuters ONE
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Datum: 27.04.2012 - 12:01 Uhr
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