Proposed resolution definitie

Proposed resolution. The shareholders’ meeting resolves to approve the remuneration report. Voor / In favor Tegen / Against Onthouding / Abstention Agendapunt 5 - Steminstructie: Agenda item 5 - Voting instruction:

Proposed resolution. The shareholders’ meeting resolves to approve the remuneration report. Voor / In favor Tegen / Against Onthouding / Abstention

Proposed resolution. Upon recommendation of the Company’s audit committee, the shareholders’ meeting resolves: (i) to re-appoint Deloitte Bedrijfsrevisoren CVBA, Gateway Building, Xxxxxxxxxx Xxxxxxxxx, 0X, 0000 Xxxxxxxx, Xxxxxxx, represented by Xx. Xxxx Xxxxxxxxx, as statutory auditor of the Company, for a period of three years ending immediately after the annual shareholders’ meeting to be held in 2023, and (ii) to determine the annual remuneration of the statutory auditor at €733,000 for the audit of the statutory and the consolidated accounts of the group. This amount is exclusive of expenses and VAT, and is subject to an annual indexation as from 2021. Voor / In favor Tegen / Against Onthouding / Abstention

Examples of Proposed resolution in a sentence

• Proposed resolution: The shareholders’ meeting resolves to amend the articles of association as a consequence of the newly applicable CCA, the proposal by the board of directors to introduce a two-tier board structure as provided for by the CCA as well as certain other amendments relating to modernization and clean-up.

• Appointment of Xxx Xxxxx as independent director Voorstel van besluit: Op voorstel van de raad van toezicht en in overeenstemming met het advies van het benoemings- Proposed resolution: Upon proposal of the supervisory board and in accordance with the advice of the Company’s en remuneratiecomité van de Vennootschap, besluit de algemene vergadering om dhr.

• Proposed resolution: Upon proposal of the supervisory board and in accordance with the advice of the Company’s nomination and remuneration committee, the shareholders’ meeting resolves to appoint Stoffels IMC BV, permanently represented by Xx. Xxxx Xxxxxxxx, as member of the board of directors of the Company, for a period of 4 years, effective as of today, ending immediately after the annual shareholders’ meeting to be held in 2026.

• Voorstel tot besluit: Proposed resolution : -Discharge is granted to the statutory auditor: DELOITTE Bedrijfsrevisoren BV represented by Xx. Xxx Xxxxxxxxxxx and Mr. Xxx Xxxxxxxxxx, for the exercise of its mandate during the past financial year.

• Proposed resolution : - Discharge is granted to the directors: Xx. Xxxxxxx Xxxxxxx (executive director), Xx. Xxxxxx Xxxxxxxx (independent director), Xx. Xxxxxxxx Xxxxxxx (non-executive director), Mr. Xxxxxx Xx Xxxxx (independent director), Mr. Xxxx-Xxxxxxx Xxxxxxx (executive director) and FMO BV represented by Xx. Xxxxxxx Xxxxxxx (executive director), Mrs.

More Definitions of Proposed resolution

Proposed resolution. Upon recommendation of the Company’s nomination and remuneration committee, the shareholders’ meeting resolves that the annual compensation (excluding expenses) of the non-executive directors, other than the non-executive directors representing a shareholder, for the exercise of their mandate is established as follows:

Proposed resolution. In accordance with article 556 of the Belgian Companies Code, the Shareholders’ Meeting resolves to approve, and to the extent required, ratify all of the provisions granting rights to third parties which could affect the assets of the Company, or could impose an obligation on the Company, where the exercise of those rights is dependent on a public takeover bid on the shares of the Company or a change of control in respect of the Company, as included in:

Proposed resolution. The Shareholders’ Meeting resolves to approve the non-consolidated annual accounts of the Company for the financial year ended on 31 December 2014, as well as the allocation of the annual result as proposed by the Board of Directors. Voor / In favor Tegen / Against Onthouding / Abstention

Proposed resolution. Upon recommendation of the Company’s nomination and remuneration committee, the shareholders’ meeting resolves that (a) the compensation (excluding expenses) of the non-executive directors for the exercise of their mandate during the financial year ending 31 December 2017 is established as follows: (i) chairman of the board: €80,000; (ii) other non-executive board members: €40,000 each; (iii) annual additional compensation for membership of a board committee: €5,000; (iv) annual additional compensation for the chairmanship of a board committee: €10,000; and (b) power of attorney is granted to the board of directors to determine the total remuneration package of the managing director (CEO) for his management function in the Company, it being understood that this remuneration shall include a compensation for the performance of his mandate as a director of the Company. Voor / In favor Tegen / Against Onthouding / Abstention

Proposed resolution. Upon recommendation of the Company’s nomination and remuneration committee, the shareholders’ meeting (i) resolves to offer 100,000 warrants to Xx. Xxxx xxx de Stolpe, 15,000 warrants to Xx. Xxx Xxxxxx, and 7,500 warrants to each of Xx. Xxxxxx Xxxxxxxxx, Xx. Xxxxxxx xxx Barlingen, Xx. Xxxxxx Xxxx, Ms. Xxxxxxx Xxxxxx, Xx. Xxxxxxxxx Xxxxxxx and Xx. Xxxx Xxxx, under warrant plans to be created by the board of directors for the benefit of directors, employees and independent consultants of Galapagos and its affiliates within the framework of the authorized capital (jointly “Warrant Plan 2017”), the key conditions of which will be in line with previous warrant plans of the Company, (ii) empowers the managing director, as well as any other director as regards the offer to the managing director, to implement this offer, and (iii) to the extent required, approves the offer of warrants to members of Galapagos’ executive committee under Warrant Plan 2017 in accordance with Galapagos’ remuneration policy and practices. In accordance with articles 520ter and 556 of the Belgian Companies Code, the shareholders’ meeting expressly approves the particular provisions of Warrant Plan 2017 pursuant to which, in exceptional circumstances (including in the event of a change in control of the Company), the warrants offered (to the extent accepted) under Warrant Plan 2017 can be exercised early, even before the third anniversary of their award. Voor / In favor Tegen / Against Onthouding / Abstention Agendapunt 11 - Steminstructie: Agenda item 11 - Voting instruction: De besluiten van deze algemene vergadering met betrekking tot de uitgifte van warrants kunnen slechts worden uitgevoerd indien de Autoriteit voor Financiële Diensten en Markten (FSMA) aan de Vennootschap heeft meegedeeld geen bezwaar te moeten maken tegen de in dit agendapunt opgenomen uitgifte van warrants. The resolutions of this shareholders’ meeting relating to the issuance of warrants can only be implemented if the Belgian Financial Services and Markets Authority (FSMA) has communicated to the Company that it has no objections to make against the issuance of warrants as set forth in this agenda item.

Proposed resolution. In accordance with article 7:151 of the BCCA, the general meeting grants its approval for:

Proposed resolution. The shareholders’ meeting resolves, by separate vote, to release each director, including former directors Xx. Xxxxxx Xxxxxxxxx and Xx. Xxxxxxxxx Xxxxxxx, and the statutory auditor from any liability arising from the performance of their duties during the last financial year. Voor / In favor Tegen / Against Onthouding / Abstention