ANNUAL REPORT 2012 - TiGenix

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on the approval of the statutory financial statements, the remuneration report, the proposed allocation of the Company’s profit or loss, the discharge from liability of the directors and the statutory auditor, and, when applicable, the (re )appointment or resignation of the statutory auditor and/or of all or certain directors. Special and extraordinary shareholders’ meetings The Board of Directors or the statutory auditor can, at any given time when the interest of the Company so requires, convene a special or extraordinary shareholders’ meeting. Such shareholders’ meeting must also be convened every time one or more shareholders holding at least 20 % of the Company’s share capital so demand. This request is sent by registered letter to the registered office of the Company to the attention of the Board of Directors; it has to mention the agenda items and proposed decisions, which the shareholders’ meeting should deliberate and decide upon, as well as an elaborate justification for the request. Shareholders who, individually or jointly, do not hold at least 20 % of the Company’s share capital do not have the right to have the shareholders’ meeting convened. Notices convening the shareholders’ meeting The notice of the shareholders’ meeting must state, among others, the place, date and hour of the meeting and shall include an agenda indicating the items to be discussed as well as any motions for resolutions. The notice must be published in the Belgian Official Gazette (Belgisch Staatsblad / Moniteur belge) at least 30 days prior to the shareholders’ meeting. In the event a second convening notice is necessary and the date of the second meeting is mentioned in the first convening notice, that period is 17 days prior to the shareholders’ meeting. The notice must also be published in a national newspaper 30 days prior to the date of the shareholders’ meeting, except if the meeting concerned is an annual shareholders’ meeting held at the municipality, place, day and hour mentioned in the Articles of Association and whose agenda is limited to the examination of the annual accounts, the annual report of the Board of Directors, the annual report of the statutory auditor, the vote on the discharge of the directors and the statutory auditor, and the vote on the items referred to in Article 554, par. 3 and 4 of the Companies Code (i.e. in relation to a remuneration report or a severance pay). Finally, the notice must also be published in media expected to have a wide diffusion. The annual accounts, the annual report of the Board of Directors and the annual report of the statutory auditor must be made available to the public as from the date on which the convening notice for the annual shareholders’ meeting is published. Convening notices must be sent 30 days prior to the shareholders’ meeting to the holders of registered shares, holders of registered bonds, holders of registered warrants, holders of registered certificates issued with the cooperation of the Company and to the directors and statutory auditor of the Company. This communication is made by ordinary letter unless the addressees have individually and expressly accepted in writing to receive the notice by another form of communication, without having to give evidence of the fulfilment of such formality. 36 <strong>TiGenix</strong> I annual report <strong>2012</strong>
Formalities to attend the shareholders’ meeting The formalities to attend the shareholders’ meeting are the following : - A shareholder is only entitled to participate in and vote at the shareholders’ meeting, irrespective of the number of shares he owns on the date of the shareholders’ meeting, provided that his shares are recorded in his name at midnight (12pm CET) of the fourteenth (14 th ) day preceding the date of the shareholders’ meeting (the “record date”) : - in case of registered shares, in the register of registered shares of the Company; or law) electronically, to the Company on the address indicated in the convening notice; or - in case of dematerialised shares, the shareholder must, at the latest on the above-mentioned date, provide the Company (or the person designated by the Company), or arrange for the Company (or the person designated by the Company) to be provided with, a certificate issued by the authorized account holder or clearing organisation certifying the number of dematerialised shares recorded in the shareholder’s accounts on the record date in respect of which the shareholder has indicated his intention to participate in the shareholders’ meeting. - in case of dematerialised shares, through book-entry in the accounts of an authorized account holder or clearing organisation. - In addition, the Company (or the person designated by the Company) must, at the latest on the sixth (6 th ) day preceding the day of the shareholders’ meeting, be notified as follows of the intention of the shareholder to participate in the shareholders’ meeting : Owners of profit certificates, shares without voting rights, bond holders, warrant holders or holders of other securities issued by the Company, as well as the holders of certificates issued with the cooperation of the Company, can attend the shareholders’ meeting, in the instances in which the law grants them this right. In this case, they will have to comply with the same formalities as the shareholders. Proxy - in case of registered shares, the shareholder must, at the latest on the above-mentioned date, notify the Company (or the person designated by the Company) in writing of his intention to participate in the shareholders’ meeting and of the number of shares he intends to participate in the shareholders’ meeting with by returning a signed paper form, or, if permitted by the convening notice, by sending an electronic form (signed by means of an electronic signature in accordance with the applicable Belgian Each shareholder has the right to attend a shareholders’ meeting and to vote at the shareholders’ meeting in person or through a proxy holder. The proxy holder does not need to be a shareholder. A shareholder may only appoint one person as proxy holder for a particular shareholders’ meeting, except in cases provided for in the law. The Board of Directors may determine the form of the proxies. The appointment of a 37
Page 1 and 2: ANNUAL REPORT 2012
Page 3 and 4: 9. MAJOR SHAREHOLDERS 103 9.1. OVER
Page 5 and 6: There can be no assurance that TiGe
Page 7 and 8: educing their ultimate value to the
Page 9 and 10: eimbursement in certain instances s
Page 11 and 12: or the relevant manufacturing proce
Page 13 and 14: In recent years, it expanded its op
Page 15 and 16: making this change may be costly an
Page 17 and 18: TiGenix’s development stage produ
Page 19 and 20: qualified employees and consultants
Page 21 and 22: 1. Introduction Annual report 2012
Page 23 and 24: 2. Persons Responsible for the Cont
Page 25 and 26: 4. Selected Financial Information Y
Page 27 and 28: 5.3. ORGANISATIONAL STRUCTURE TiGen
Page 29 and 30: Date Transaction Number and class o
Page 31 and 32: Date Transaction Number and class o
Page 33 and 34: (12) The shares were subscribed to
Page 35: 5.5. DESCRIPTION OF RIGHTS AND BENE
Page 39 and 40: amendments to the Articles of Assoc
Page 41 and 42: the existing shareholders have a pr
Page 43 and 44: Issue date Term Number of warrants
Page 45 and 46: 6. Business Overview Most of the in
Page 47 and 48: 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
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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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(10) Property, plant and equipment
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The decrease of stock in 2012 compa
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dividends will be based upon the Co
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alance. As a consequence, the Compa
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(23) Other current liabilities The
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TiGenix SAU - Stock options Prior t
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(25) Business combination Descripti
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(26) Related party transactions Tra
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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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