ANNUAL REPORT 2012 - TiGenix

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9.2. VOTING RIGHTS 9.3. SHAREHOLDERS’ AGREEMENTS As further described under section 5.5.1, each shareholder is entitled to one vote per share. In an agreement entered into on May 3, 2011, simultaneously with the completion of the contribution of the TiGenix SAU (previously : Cellerix SA) shares to the Company, between TiGenix SAU and CX EBIP Agreement, SLU, CX EBIP Agreement, SLU has unilaterally undertaken to abstain from : (i) exercising its voting rights on any shares in the Company owned by CX EBIP Agreement, SLU and (ii) attending any shareholders’ meetings of the Company until the Equity Based Incentive Plans of TiGenix SAU, described in section 7.7.4, have expired. The Company has no knowledge of any outstanding agreements between its shareholders. 9.4. RELATIONS WITH MAJOR SHAREHOLDERS TiGenix SAU has an agreement with CX EBIP Agreement, SLU, a wholly-owned subsidiary of Genetrix Life Sciences A.B., in relations to the EBIPs. This is set out in more detail in section 7.7.4.1 (“Summary of the Equity Based Incentive Plans”). 104 TiGenix I annual report 2012
10. Financial Statements : General 10.1. GENERAL INFORMATION On March 11, 2013, the Board of Directors made up the consolidated financial statements and the statutory financial statements of the Company with respect to the financial year ended on December 31, 2012, as well as the annual reports on these consolidated and statutory financial statements. The consolidated financial statements can be found in sections 11.1, 11.2, 11.3 and 11.4; an extract of the statutory financial statements can be found in sections 12.1 and 12.2. The annual report on the consolidated financial statements and on the statutory financial statements can be found in section 13. The consolidated financial statements of the Company with respect to the financial years ended December 31, 2010, December 31, 2011 and December 31, 2012 were prepared in accordance with the International Financial Reporting Standards (IFRS). They have all been audited by BDO Bedrijfsrevisoren - BDO Réviseurs d’Entreprises CVBA/SCRL, represented by Gert Claes, who delivered an unqualified audit opinion with an explanatory paragraph for 2010, 2011 and 2012. These audit opinions can be found in sections 11.6, 11.7 and 11.8 respectively. BDO Bedrijfsrevisoren – BDO Réviseurs d’Entreprises CVBA/SCRL, represented by Gert Claes, also issued an unqualified audit opinion with an explanatory paragraph on the statutory financial statements of the Company with respect to the financial year ended December 31, 2012. This registration document, together with the complete version of the statutory financial statements of the Company with respect to the financial year ended December 31, 2012, the annual report of the Board of Directors on the consolidated financial statements and the statutory financial statements, and the auditor’s report on the statutory financial statements are made available on the website of TiGenix (www.tigenix.com) as from March 22, 2012 and can be obtained free of charge. Certain financial information in this registration document has been subject to rounding adjustments and currency conversion adjustments. Accordingly, the sum of certain data may not be equal to the expressed total. The Company has incorporated the 2010 consolidated financial statements by reference. 10.2. STATEMENT BY THE CEO In accordance with Article 12 § 2 3°, a) and b) of the Royal Decree of 14 November 2007 on the obligations of issuers of financial instruments admitted to trading on a regulated market, Eduardo Bravo, CEO of TiGenix NV, states on behalf of TiGenix NV that, to the best of his knowledge, a) the annual financial statements prepared in accordance with the applicable accounting standards give a true and fair view of the assets, liabilities, financial position and profit or loss of TiGenix NV and the undertakings included in the consolidation taken as a whole; and 105
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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
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6.3. IMPORTANT EVENTS IN THE DEVELO
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6.3.5. Funding history Since its in
Page 53 and 54: non-weight bearing area of the join
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Page 57 and 58: und Behandlungsmethode”) in sever
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Page 67 and 68: that the average cost of treatment
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Page 73 and 74: of the patents and patent applicati
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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
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Page 91 and 92: As proof of the independence and an
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Page 97 and 98: As of the date of publication of th
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Page 101 and 102: usiness at customary market conditi
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Page 133 and 134: (8) Disposal group held for sale Th
Page 135 and 136: (10) Property, plant and equipment
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Page 145 and 146: TiGenix SAU - Stock options Prior t
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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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