ANNUAL REPORT 2012 - TiGenix

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which have taken place in breach of these provisions if the counterparty to the decision or the transaction was, or should have been, aware of such breach. The procedure does not apply to decisions or transactions in the ordinary course of business at customary market conditions. It also does not apply to transactions or decisions between companies of which one holds (directly or indirectly) at least 95 % of the voting financial instruments of the other, and transactions or decisions between companies whereby at least 95 % of the voting financial instruments of both companies are (directly or indirectly) held by another company. Article 524ter of the Companies Code provides for a similar procedure in the event of conflicts of interest of executive committee members. In the event of such conflict, only the Board of Directors will be authorized to take the decision that has led to the conflict of interest. The Company’s executive management team does not qualify as an executive committee in the sense of Article 524bis of the Companies Code. Currently, the directors do not have a conflict of interest within the meaning of Article 523 of the Companies Code that has not been disclosed to the Board of Directors. 7.9.3. Related party transactions Article 524 of the Companies Code provides for a special procedure that applies to intra-group or related party transactions with affiliates. The procedure applies to decisions or transactions between the Company and affiliates of the Company that are not a subsidiary of the Company. It also applies to decisions or transactions between any of the Company’s subsidiaries and such subsidiaries’ affiliates that are not a subsidiary of the Company. Prior to any such decision or transaction, the Board of Directors must appoint a special committee consisting of three independent directors, assisted by one or more independent experts. This committee must assess the business advantages and disadvantages of the decision or transaction for the Company. It must quantify the financial consequences thereof and must determine whether or not the decision or transaction causes a disadvantage to the Company that is manifestly illegitimate in view of the Company’s policy. If the committee determines that the decision or transaction is not manifestly illegitimate, but is of the opinion that it will prejudice the Company, it must clarify which advantages are taken into account in the decision or transaction to compensate the disadvantages. All these elements must be set out in the committee’s advice. The Board of Directors must then take a decision, taking into account the opinion of the committee. Any deviation from the committee’s advice must be motivated. Directors who have a conflict of interest are not entitled to participate in the deliberation and vote (as set out in section 7.9.2 above). The committee’s advice and the decision of the Board of Directors must be notified to the Company’s statutory auditor, who must render a separate opinion. The conclusion of the committee, an excerpt from the minutes of the Board of Directors and the opinion by the statutory auditor must be included in the (statutory) annual report of the Board of Directors. The procedure does not apply to decisions or transactions in the ordinary course of 100 TiGenix I annual report 2012
usiness at customary market conditions, and transactions or decisions with a value of less than 1 % of the consolidated net assets of the Company. In 2012, the Company did not enter into any transaction that required the application of the procedure provided for in Article 524 of the Companies Code. As the Company has no controlling parent company, no substantial restrictions or burdens were imposed or maintained by any such controlling parent company. 101
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ANNUAL REPORT 2012
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9. MAJOR SHAREHOLDERS 103 9.1. OVER
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There can be no assurance that TiGe
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educing their ultimate value to the
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eimbursement in certain instances s
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or the relevant manufacturing proce
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In recent years, it expanded its op
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making this change may be costly an
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TiGenix’s development stage produ
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qualified employees and consultants
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1. Introduction Annual report 2012
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2. Persons Responsible for the Cont
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4. Selected Financial Information Y
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5.3. ORGANISATIONAL STRUCTURE TiGen
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Date Transaction Number and class o
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Date Transaction Number and class o
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(12) The shares were subscribed to
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5.5. DESCRIPTION OF RIGHTS AND BENE
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Formalities to attend the sharehold
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amendments to the Articles of Assoc
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the existing shareholders have a pr
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Issue date Term Number of warrants
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6. Business Overview Most of the in
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6.2. COMPETITIVE STRENGTHS The Comp
Page 49 and 50: 6.3. IMPORTANT EVENTS IN THE DEVELO
Page 51 and 52: 6.3.5. Funding history Since its in
Page 53 and 54: non-weight bearing area of the join
Page 55 and 56: 6.4.5. Commercial launch ChondroCel
Page 57 and 58: und Behandlungsmethode”) in sever
Page 59 and 60: Therapeutics (product Hyalograft C)
Page 61 and 62: Different routes of administration
Page 63 and 64: Clinical development In January 201
Page 65 and 66: evenues from this pipeline within t
Page 67 and 68: that the average cost of treatment
Page 69 and 70: TiGenix has obtained cGMP status fo
Page 71 and 72: Biologics for treatment of Rheumato
Page 73 and 74: of the patents and patent applicati
Page 75 and 76: - “Marker genes for use in the id
Page 77 and 78: manufacturing process and therapeut
Page 79 and 80: Invalidation of US patent US6777231
Page 81 and 82: 7. Corporate Governance 7.1. GENERA
Page 83 and 84: 7.2.3. Independent directors As to
Page 85 and 86: 7.2.4. Composition of the Board of
Page 87 and 88: of Ravago NV, Vanbreda Risk & Benef
Page 89 and 90: Litigation statement concerning the
Page 91 and 92: As proof of the independence and an
Page 93 and 94: for their healthcare and biotechnol
Page 95 and 96: 7.5. SCIENTIFIC ADVISORY BOARD AND
Page 97 and 98: As of the date of publication of th
Page 99: (rounded down to the nearest intege
Page 103 and 104: 9. Major Shareholders 9.1. OVERVIEW
Page 105 and 106: 10. Financial Statements : General
Page 107 and 108: 11. Consolidated Financial Statemen
Page 109 and 110: 11.3. CONSOLIDATED STATEMENT OF CAS
Page 111 and 112: The consolidated financial statemen
Page 113 and 114: 11.5.2.2. Basis of consolidation Th
Page 115 and 116: are provided and costs are incurred
Page 117 and 118: of interest on the remaining balanc
Page 119 and 120: Deferred tax assets and liabilities
Page 121 and 122: - Partnering of Cx601 (i.e. finding
Page 123 and 124: The Group is mainly exposed to the
Page 125 and 126: fiscal year 2010, reference is made
Page 127 and 128: Sales and marketing expenses Years
Page 129 and 130: The number of employees in the R&D
Page 131 and 132: Analysis of profit/(loss) for the p
Page 133 and 134: (8) Disposal group held for sale Th
Page 135 and 136: (10) Property, plant and equipment
Page 137 and 138: The decrease of stock in 2012 compa
Page 139 and 140: dividends will be based upon the Co
Page 141 and 142: alance. As a consequence, the Compa
Page 143 and 144: (23) Other current liabilities The
Page 145 and 146: TiGenix SAU - Stock options Prior t
Page 147 and 148: (25) Business combination Descripti
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(28) Commitments and contingencies
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(30) Consolidation scope Name Subsi
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We believe that the audit evidence
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assets and liabilities, its financi
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the results of its operations and c
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12.2. STATUTORY BALANCE SHEET 2010-
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The value of receivables is reduced
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13. Annual Report of the Board of D
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2013. The facility will provide the
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year ended December 31, 2011, and T
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Operating result (EBIT) and net res
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Statement of financial position The
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- The total personnel costs of EUR
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- TiGenix may fail in successfully
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continue as a going concern and to
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Functioning of the Board of Directo
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The nomination and remuneration com
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Apart from the above remuneration f
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Shares and warrants held by indepen
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- Long-term incentive plan : warran
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Shares and warrants held by executi
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- identifying and implementing busi
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actual bonus equal to 78 % of her p
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was reduced to a half-time role com
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14. Business and Financial Update a
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Financial results for the full year
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15. Available Documents The Company
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Title Country Application number Ce
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Title Country Application number Is
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Country Trademark Classes USA CELLE
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ANNUAL REPORT 2012 - TiGenix

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