Galapagos NV

Reference: page 33 (also pages 89 and 91)

The statement describes a cross-functional Sustainability Steering Committee that "met four times in the reporting period, focusing primarily on oversight of the double materiality assessment and validating its outcomes" (page 33). The Executive Committee kept "delegated oversight of sustainability-related impacts, risks, and opportunities". The Board, supported by the Audit Committee, supervised the oversight structure and the strategy for public ESG disclosure (page 33).

Expertise named: scientific R&D, product portfolio strategy, patient safety and commercial (access and affordability) functions, plus external experts for carbon accounting and sustainability reporting (page 33).

Board gender split sits in the Corporate Governance chapter: "three women, or 37.5%, and five men, or 62.5%" at December 31, 2025 (page 89). One Audit Committee duty is informing the Board "of the Company's ESG activities" (page 91).

Reference: page 33

The Sustainability Steering Committee's four meetings in 2025 went mainly to the double materiality assessment. Because "no sustainability-related targets were in place due to the strategic reorganization", the Committee "did not oversee target-setting activities" (page 33).

The Executive Committee was informed regularly by the Steering Committee. The statement adds that "Sustainability initiatives were scaled down as part of the comprehensive review of strategic alternatives as announced in May 2025" (page 33). The Board and Audit Committee oversee the ESG disclosure strategy under the Corporate Governance Charter (page 33). The Audit Committee's role in reporting ESG activities to the Board is described on page 91.

Reference: page 34 (also pages 114-115)

Page 34: "the approach to sustainability-linked remuneration remained unchanged from the previous reporting year". An ESG-related corporate objective introduced in 2024 "continued to apply across the organization, including members of the Executive Committee". The company adds: "No specific proportion of variable remuneration linked to sustainability-related targets has been set or disclosed for 2025."

In the Remuneration Report, ESG is one item in the 2025 corporate objectives, under "Business enablers (cash burn, people, HR and ESG)" (page 114). The ESG objective reads "Execute sustainability plans and mature CSRD reporting", and the recorded outcome is "CSRD reporting was further matured" (page 115). No separate ESG weighting is printed.

Reference: pages 34-35

The due diligence approach "is primarily focused on the activities of third parties in our supply chain", because the double materiality assessment identified third parties as the biggest source of potential risk and adverse impact (page 34). Steps named: a preferred-vendor list, a list of Qualified Vendors for GxP-related goods and services, a risk-based third-party risk assessment, a Supplier Code of Conduct, and audits or monitoring "where relevant" (page 34).

Page 35 has a table that maps the five core due diligence elements to sections of the statement: sustainability governance, S1, S4 and G1 policies, the double materiality assessment, and the S1, S4 and G1 action sections. Due diligence for the own workforce points to S1 (page 34).

Reference: page 35 (also page 136)

The statement points to the Risk Management and Internal Control section for the overall framework and says many elements of sustainability risk "were already included in this framework" (page 35). The company is direct about maturity: "At this stage, the internal control framework for sustainability information does not yet have the same level of maturity as the framework applied to financial reporting, due to ongoing strategic reorganizations."

Work done so far includes "the functions accountable for the reportable data" and a data governance approach. Escalation runs through the Sustainability Steering Committee, a sub-group of the Management Committee, and regular reporting to the Audit Committee (page 35). The Audit Committee monitors the design, implementation and effectiveness of the internal risk management and control systems (page 136).

Reference: pages 35-36 (also pages 20 and 31)

The statement points to four places for strategy, business model, value chain, products and customers: A New Strategic Direction, R&D Pipeline, Value Chain and the Consolidated Financial Statements. Revenue-generating activities and customer categories are in Note 7, and headcount by geography is in S1 (page 35).

Sector exclusions: "we do not operate in any ESRS-defined sensitive sectors (e.g., fossil fuels, chemicals production, controversial weapons or tobacco), no such sector disclosures are applicable" (page 35).

The value chain map on page 36 splits upstream, own operations and downstream and tags 17 numbered topics. "No sustainability-related goals were in place during the reporting period due to strategic reorganization" (page 36). The strategy moved twice in 2025: the January discontinuation of small molecule discovery and the October decision to wind down cell therapy (pages 20 and 31).

Reference: page 37

A table on page 37 lists five stakeholder groups, how each was engaged in 2025, and the outcome. Patient organizations: engagement through the Patient Engagement Council and Patient Partnership Charter, with activities "scaled back from Q2 onwards". Health care providers: scientific exchange, advisory interactions and conference presentations. Employees: engagement "through Works Councils in Belgium, and the Netherlands in the context of the restructuring", with a formal Works Council consultation completed. Suppliers: Third-Party Risk Assessments. Investors: regular ESG-related engagement.

The Board, Executive Committee and Management Committee "receive regular comprehensive updates on stakeholder expectations around sustainability topics" (page 37).

Reference: pages 39-40

Four ESRS topical standards were material for 2025: "E1 Climate Change, S1 Own Workforce, S4 Consumers and End-Users, and G1 Business Conduct", plus three entity-specific topics: Scientific Innovation, Intellectual Property, and Product Portfolio and R&D (page 39). Secure employment under S1 became material in 2025 and added two material IROs. Patient engagement moved from entity-specific to S4 (page 39).

Each topic chapter carries its own IRO table: E1 page 42, S1 page 52, S4 page 56, G1 page 60, entity-specific page 65. Each states that its IROs fall in the short-term horizon, under 3 years. No resilience analysis was carried out in 2025 (page 40).

The index records a phase-in: "Phased-in option to omit the information prescribed by ESRS 2 SBM-3 paragraph 48(e) (anticipated financial effects)" (page 69).

Reference: pages 37-38

The 2025 double materiality assessment (DMA) was a refresh "through an internal panel of subject matter experts", building on an EFRAG-aligned DMA in 2023 and a targeted refresh in 2024 (page 37). The company notes the DMA "was carried out prior to the announcement of the intention to wind down the cell therapy activities, as such the DMA is to a large extent based on these activities" (page 37).

Method (page 38): impacts were scored 1-5 on severity (scale, scope, irremediability) and 1-4 on likelihood, with the impact materiality threshold set at 9. Financial risks and opportunities were scored 1-4 on likelihood and 1-5 on severity against a financial materiality threshold of 8, tied to the internal Risk Register. Ten internal functions reviewed and validated the 2025 re-assessment.

On climate, the method was applied to all topics "however as mentioned in E1-Climate change, we did not perform a detailed climate risk analysis" (page 38).

Reference: pages 39 and 69-71

The content index (pages 69-71) lists each disclosure requirement with a section name, not a page number. It covers ESRS 2 BP-1 to IRO-2, E1-1 to E1-6, G1-1, G1-2 and G1-6, and entity-specific information. E1-9 is marked phased-in. S1 and S4 appear as whole standards with a phase-in explanation.

The index names the topics assessed as not material: "E2 Pollution, E3 Water and Marine Resources, E4 Biodiversity and Ecosystems, E5 Resource Use and Circular Economy, S2 Workers in the Value Chain, and S3 Affected Communities" (page 69). For S1 and S4 it says the phase-in was used "for all disclosure requirements" because the average number of employees did not exceed 750 (page 70).

A list of datapoints derived from other EU legislation follows on pages 72-75. The index says the ESRS were "as published by the European Commission on July 31, 2023" (page 69).

Reference: page 41

The company has no climate transition plan. It states: "At present, no climate change mitigation transition plan is in place for the post-wind-down undertaking, and no decision has yet been taken on whether, and if so when, a new transition plan will be adopted."

The plan and 2030 and 2040 GHG reduction targets from prior years are "not currently reflective of the undertaking's operating circumstances", because they were built for a different operating perimeter before the small molecule discontinuation and the cell therapy wind-down. The company does "not consider it appropriate to publish revised climate targets, decarbonization pathways or forward-looking climate-related commitments at this time".

It remains "not excluded from EU Paris-aligned benchmarks" (page 41).

Reference: pages 38 and 42

Back-filled from ESRS 2 IRO-1 (page 38) and the E1 chapter (page 42), where this content is disclosed in the FY2025 report. This disclosure requirement did not exist under the 2023 ESRS the report was prepared against.

The company did not run a climate risk or scenario analysis. Page 42: "Given our reduced operational footprint and limited GHG emissions in 2025, a detailed climate-related risk assessment, climate-scenario analysis and resilience analysis were not performed for this reporting period." Its double materiality assessment "did not identify material climate-related physical or transitional risks for us". IRO-1 says "we did not perform a detailed climate risk analysis" (page 38).

The EU Taxonomy section also says "Galapagos has screened physical climate risks for the relevant location" for the HVAC activity it assessed (page 48). No scenarios, temperature pathways or assumptions are given.

Reference: pages 40 and 42

Back-filled from ESRS 2 SBM-3 (page 40) and the E1 chapter (page 42), where this content is disclosed in the FY2025 report. This disclosure requirement did not exist under the 2023 ESRS the report was prepared against.

The company states it did no resilience analysis: "Given the wind-down of operating activities and resulting change in long-term strategic direction of the business, no resilience analysis has been carried out in 2025 regarding our capacity to address its material impacts and risks and to take advantage of its material opportunities" (page 40).

On climate specifically: "As a consequence, no statement on our resilience to climate change can be made" (page 42). The company says it will keep monitoring whether climate-related impacts, risks and opportunities become relevant "as the strategic review progresses" (page 42).

Reference: page 42

Climate policy rests on an Environmental, Health and Safety policy, with the Chief Operating Officer accountable. In 2025 it "was re-signed by the COO and CFO to reconfirm executive-level endorsement" (page 42). The policy "sets out our commitment to sustainable operations, focusing on minimizing our carbon footprint and reducing the consumption of natural resources across our operations and entire value chain".

Four commitments: minimize GHG emissions through sustainable operational practices; improve energy efficiency through technology upgrades; reduce pollution and waste across the value chain; and use natural resources sparingly, choosing sustainable materials where possible.

The company will review and update the policy "as needed" to reflect any change in its organizational structure or operating model (page 42).

Reference: page 43

Actions in 2025 (page 43): 42% of total energy consumption came from renewable sources; building energy performance was managed with landlords; usable equipment and furniture from closing sites were repurposed and donated to local schools and community organizations; and fleet electrification continued as the fleet shrank. Electric vehicles were 46.7% of a 225-vehicle fleet in January 2025 and 88% of a 119-vehicle fleet by December 2025.

The company says it "did not perform an analysis that isolates the carbon-reduction impact of individual decarbonisation actions", and that the fleet change "cannot be quantified in isolation".

Resources: EU Taxonomy aligned CapEx for climate change mitigation was €90,000, or 0.6% of total CapEx. None of the OpEx was aligned. "there is no current intention to make significant Opex or Capex allocation in 2026" (page 43).

Reference: pages 43-44

The company has no climate targets. Page 43: "at the reporting date, we do not have measurable climate-change-mitigation or adaptation targets in place."

The earlier targets were "2030 absolute reduction targets for scopes 1, 2 and 3 and a longer-term ambition to achieve net-zero emissions by 2040, in alignment with the Science Based Targets initiative (SBTi)". They "are not currently considered applicable to the post-wind-down undertaking" (page 43).

Management does not "consider it appropriate to establish revised climate mitigation or adaptation targets at this stage". Meanwhile the company tracks year-on-year change in reported emissions as its performance indicator, and any future target decision will depend on the strategic review (page 44).

Reference: page 44

Total energy consumption fell to 8,397 MWh in 2025 from 10,881 MWh in 2024. Fossil sources were 4,757 MWh (57%, up from 48%): natural gas 2,497 MWh, crude oil and petroleum products 2,092 MWh, and purchased fossil-based electricity, heat, steam and cooling 168 MWh. Nuclear was 108 MWh (1%). Renewable energy was 3,533 MWh (42%, down from 5,390 MWh and 50%): 3,425 MWh purchased and 108 MWh self-generated non-fuel.

The 2024 crude oil and petroleum figure was restated for a mobile combustion error and a refined method (pages 44 and 32). Fleet fuel is "based on estimated distance travelled and estimated fuel consumption". The 2022 comparison column was dropped because the company no longer has a climate target that needs a historic trend (page 44).

Reference: pages 45-46

Location-based total GHG emissions were 35,214 tCO2e in 2025 (50,369 in 2024); market-based 34,501 (49,295). Scope 1: 964 tCO2e (1,053 restated), none from regulated ETS. Scope 2: 749 location-based (1,188) and 88 market-based (114). Scope 3: 33,450 (48,128), about 95% of the location-based total by division of the printed figures. Largest Scope 3 categories: purchased goods and services 26,581, capital goods 3,362, business travel 1,461, processing of sold products 1,100.

Intensity: 0.0317 tCO2e per €000 of net revenue location-based (0.183 in 2024), on FY25 net revenue of €1,112,248 thousand (page 46). Category 15 (Investments, 140 tCO2e) was added in 2025 and hotel data joined business travel (page 45).

The decline "cannot be interpreted as progress against the previously disclosed climate targets", and is "primarily attributable to our strategic reorganization" (page 45).

Reference: pages 61-62 (also pages 63 and 133)

The company kept policies on corporate conduct, whistleblower protection and supplier practices. The Code of Conduct "sets out the overarching business conduct expectations for all employees and external staff", with the General Counsel responsible for compliance oversight and the Board approving the Code (page 61). In 2025 it had "Minor updates" and "No substantive changes".

Training: Code of Conduct compliance is part of onboarding, and "97% of the new employees and external staff completed the related training" (page 61). New Audit Committee members were onboarded on the Code and the Speak-Up Policy.

Other policies (page 62): Speak-Up Policy, Anti-Bribery & Anti-Corruption Policy, guidance on declaring personal interests, a procurement policy and the Audit Committee Complaints Procedure Policy. Speak-Up investigation principles include confidentiality, objectivity and timeliness. Incidents are "recorded and tracked using an independent reporting platform" (page 63).

Reference: pages 33-34 and 61

Back-filled from the business conduct chapter and the ESRS 2 sections, where targets are addressed as part of the MDR-T disclosures rather than as a numbered disclosure requirement. G1-3 became a standalone DR only in the 2025/2026 ESRS.

Galapagos sets no business conduct target. The statement says "no sustainability-related targets were in place due to the strategic reorganization" (page 33), and the G1 chapter contains none.

Effectiveness is tracked in other ways: audits and monitoring of suppliers "to track the effectiveness of these efforts" (page 34); Code of Conduct onboarding training, completed by 97% of new employees and external staff (page 61); and Speak-Up incidents "recorded and tracked using an independent reporting platform" (page 63). The Corporate Governance chapter adds that three Code of Conduct breaches were escalated to the Audit Committee in 2025 (page 133).

Reference: page 64 (also page 63)

"In 2025, we paid invoices on average within 30 days after the start date of the contractual or statutory term, with 77.33% of our payments aligned with the standard payment terms as described above." The standard terms are 45 days for regular suppliers, 30 days for healthcare suppliers and immediate payment for governmental bodies, personnel insurances and patients (page 63).

"On December 31, 2025, we had no legal proceedings outstanding for late payments" (page 64). The company uses an ERP system with integrated invoice processing and says "Some deviations and exceptions from this policy exist" (page 63).