ANNUAL REPORT 2012 - TiGenix

5.5. DESCRIPTION OF RIGHTS AND
BENEFITS ATTACHED TO SHARES
directors and the statutory auditor of the
Company;
5.5.1. Voting rights
Each shareholder is entitled to one vote per
share.
Voting rights can be suspended in relation to
shares :
- which were not fully paid up,
notwithstanding the request thereto of the
Board of Directors of the Company;
- the granting of discharge of liability to the
directors and the statutory auditor;
- the determination of the remuneration of
the directors and of the statutory auditor for
the exercise of their mandate;
- the distribution of profits (it being
understood that the Articles of Association
authorise the Board of Directors to distribute
interim dividends);
- to which more than one person is entitled,
except in the event a single representative
is appointed for the exercise of the voting
right;
- which entitle their holder to voting rights
above the threshold of 3 %, 5 %, or any
multiple of 5 % of the total number of voting
rights attached to the outstanding financial
instruments of the Company on the date of
the relevant general shareholders’ meeting,
except to the extent where the relevant
shareholder has notified the Company
and the FSMA at least 20 days prior to the
date of the general shareholders’ meeting
on which he or she wishes to vote of its
shareholding reaching or exceeding the
thresholds above; and
- of which the voting right was suspended by
a competent court or the FSMA.
Generally, the shareholders’ meeting has
sole authority with respect to :
- the approval of the annual accounts of the
Company;
- the appointment and resignation of
- the filing of a claim for liability against
directors;
- the decisions relating to the dissolution,
merger and certain other re-organisations
of the Company; and
- the approval of amendments to the Articles
of Association.
5.5.2. Right to attend and vote
at shareholders’ meetings
Annual shareholders’ meeting
The annual shareholders’ meeting is held
at the registered office of the Company
or at the place determined in the notice
convening the shareholders’ meeting. The
meeting is held every year on April 20 at 10
am. If this date is a Saturday, Sunday or a
legal holiday, the meeting is held at the next
business day. At the annual shareholders’
meeting, the Board of Directors submits the
audited statutory and consolidated financial
statements and the reports of the Board
of Directors and of the statutory auditor
with respect thereto to the shareholders.
The shareholders’ meeting then decides
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