ANNUAL REPORT 2012 - TiGenix

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Remuneration of the audit committee in 2012 In 2012, the following amounts were accrued for fees of the independent directors as member of the audit committee for the performance of their mandate during the financial year 2012 : Name Name Fee Willy Duron Chairman of the audit committee; 7,500 Independent Director Eduard Enrico Holdener (1) Member of the audit committee; 3,750 Independent Director Innosté SA, represented by Jean Stéphenne (2) Member of the audit committee; 1,250 Chairman of the Board of Directors; Independent Director LRM Beheer NV, represented Member of the audit committee; - by Nico Vandervelpen Director (non-executive) TOTAL 12,500 (1) Eduardo Enrico Holdener was a member of the audit committee until September 19, 2012. (2) Innosté SA, represented by Jean Stéphenne, has been a member of the audit committee since September 19, 2012. Remuneration of the nomination and remuneration committee in 2012 In 2012, the following amounts were accrued for fees of the independent directors as member of the nomination and remuneration committee for the performance of their mandate during the financial year 2012 : Name Name Fee R&S Consulting BVBA, represented by Dirk Reyn (1) Chairman of the nomination 11,625 and remuneration committee; Independent Director Greig Biotechnology Global Consulting, Inc., Member of the nomination 1,250 represented by Russell G. Greig (2) and remuneration committee; Independent Director Eduard Enrico Holdener (3) Member of the nomination and remuneration committee; Independent Director 12,875 Ysios Capital Partners SGECR SA, represented by Joël Jean-Mairet (4) Member of the nomination and remuneration committee; Director (non-executive) TOTAL 25,750 (1) R&S Consulting BVBA, represented by Dirk Reyn, was appointed Chairman of the nomination and remuneration committee as of September 19, 2012. (2) Greig Biotechnology Global Consulting, Inc., represented by Russell G. Greig, has been a member of the nomination and remuneration committee since September 19, 2012. (3) Eduard Enrico Holdener was Chairman of the nomination and remuneration committee until September 19, 2012. (4) Ysios Capital Partners SGECR SA, represented by Joël Jean-Mairet, was a member of the nomination and remuneration committee until September 19, 2012. - 186 TiGenix I annual report 2012
Shares and warrants held by independent and other non-executive directors The table below provides an overview (as at December 31, 2012) of the shares, EBIP options on shares and warrants held by the independent and other non-executive directors. This overview must be read together with the notes referred to below. Warrants Total shares, Shares Options on existing shares under EBIPs (4) options on existing shares under EBIPs and warrants Number % (1) Number % (1) Number % (2) Number % (3) Willy Duron 6,000 0.0060 % 0 0 % 0 (5) 0 % 6,000 0.0057 % Greig Biotechnology 0 0 % 0 0 % 0 (5) 0 % 0 0 % Global Consulting, Inc., represented by Russell Greig Eduard Enrico Holdener 0 0 % 73,989 0.0738 % 0 (5) 0 % 73,989 0.0699 % Ysios Capital Partners 0 0 % 0 0 % 0 0 % 0 0 % by Joël Jean-Mairet (6) SGECR SA, represented R&S Consulting BVBA, 4,000 0.0040 % 0 0 % 0 (5) 0 % 4,000 0.0038 % represented by Dirk Reyn Innosté SA, represented 0 0 % 0 0 % 0 (5) 0 % 0 0 % by Jean Stéphenne LRM Beheer NV 0 0 % 0 0 % 0 0 % 0 0 % Vandervelpen (7) (previously named : Immocom NV), represented by Nico Total 10,000 0.0100 % 73,989 0.0738 % 0 0 % 83,989 0.0793 % (1) Calculated on the basis of the total number of issued voting financial instruments on December 31, 2012. (2) Calculated on the basis of the total number of outstanding warrants that can be converted into voting financial instruments on December 31, 2012. (3) Calculated on the basis of the sum of (i) the total number of issued voting financial instruments on December 31, 2012 and (ii) the total number of outstanding warrants that can be converted into voting financial instruments on December 31, 2012. (4) This column refers to the number of existing shares that the beneficiary of the EBIP options would receive upon exercise of his options with delivery of 2.96 existing TiGenix shares per EBIP option. In this respect for the EBIP 2008 options it has been assumed that they shall all be exchanged for options on existing TiGenix shares. For more information on the EBIP options, see section 4 of this report above. (5) The Board of Directors has proposed to the shareholders’ meeting to grant each of the independent directors 54,600 warrants. The shareholders’ meeting is expected to decide on this on March 20, 2013. (6) Ysios Biofund I, FCR, which is a related company of Ysios Capital Partners SGECR SA, holds 4,760,342 shares (4.49 % of the issued and outstanding shares, calculated on the basis of the total number of issued voting financial instruments on December 31, 2012). (7) LRM NV and Mijnen NV, which are related companies of LRM Beheer NV, hold 200,000 and 3,000,000 shares respectively (0.20% and 2,99 % respectively of the issued and outstanding shares, calculated on the basis of the total number of issued voting financial instruments on December 31, 2012). 187
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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
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non-weight bearing area of the join
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6.4.5. Commercial launch ChondroCel
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und Behandlungsmethode”) in sever
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Therapeutics (product Hyalograft C)
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Different routes of administration
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Clinical development In January 201
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evenues from this pipeline within t
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that the average cost of treatment
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TiGenix has obtained cGMP status fo
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Biologics for treatment of Rheumato
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of the patents and patent applicati
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- “Marker genes for use in the id
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manufacturing process and therapeut
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Invalidation of US patent US6777231
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7. Corporate Governance 7.1. GENERA
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7.2.3. Independent directors As to
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7.2.4. Composition of the Board of
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of Ravago NV, Vanbreda Risk & Benef
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Litigation statement concerning the
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As proof of the independence and an
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for their healthcare and biotechnol
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7.5. SCIENTIFIC ADVISORY BOARD AND
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As of the date of publication of th
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(rounded down to the nearest intege
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usiness at customary market conditi
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9. Major Shareholders 9.1. OVERVIEW
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10. Financial Statements : General
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11. Consolidated Financial Statemen
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11.3. CONSOLIDATED STATEMENT OF CAS
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The consolidated financial statemen
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11.5.2.2. Basis of consolidation Th
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are provided and costs are incurred
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of interest on the remaining balanc
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Deferred tax assets and liabilities
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- Partnering of Cx601 (i.e. finding
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The Group is mainly exposed to the
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fiscal year 2010, reference is made
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Sales and marketing expenses Years
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The number of employees in the R&D
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Analysis of profit/(loss) for the p
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(8) Disposal group held for sale Th
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Page 145 and 146: TiGenix SAU - Stock options Prior t
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Page 161 and 162: 12.2. STATUTORY BALANCE SHEET 2010-
Page 163 and 164: The value of receivables is reduced
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Page 167 and 168: 2013. The facility will provide the
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Page 175 and 176: - The total personnel costs of EUR
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Page 179 and 180: continue as a going concern and to
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Page 189 and 190: - Long-term incentive plan : warran
Page 191 and 192: Shares and warrants held by executi
Page 193 and 194: - identifying and implementing busi
Page 195 and 196: actual bonus equal to 78 % of her p
Page 197 and 198: was reduced to a half-time role com
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Page 201 and 202: Financial results for the full year
Page 203 and 204: 15. Available Documents The Company
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Page 209 and 210: Country Trademark Classes USA CELLE
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ANNUAL REPORT 2012 - TiGenix

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