ANNUAL REPORT 2012 - TiGenix

convene a special shareholders’ meeting
within two months as of the date the Board
of Directors discovered or should have
discovered this undercapitalisation. At this
shareholders’ meeting the Board of Directors
needs to propose either the dissolution
of the Company or the continuation of
the Company, in which case the Board
of Directors must propose measures to
redress the Company’s financial situation.
Shareholders representing at least 75 % of the
votes validly cast at this meeting have the
right to dissolve the Company, provided that
at least 50 % of the Company’s share capital
is present or represented at the meeting. In
the event the required quorum is not present
or represented at the first meeting, a second
meeting needs to be convened through
a new notice. The second shareholders’
meeting can validly deliberate and decide
regardless of the number of shares present
or represented. If as a result of losses
incurred the ratio of the Company’s net
assets to share capital is less than 25 %, the
same procedure must be followed, it being
understood, however, that the dissolution
only requires the approval of shareholders
representing 25 % of the votes cast at the
meeting. If the amount of the Company’s net
assets has dropped below EUR 61,500 (the
minimum amount of share capital of a public
limited liability company), each interested
party is entitled to request the competent
court to dissolve the Company. The court
can order the dissolution of the Company
or grant a grace period within which the
Company is to remedy the situation.
If the Company is dissolved for any reason,
the liquidation must be carried out by
one or more liquidators appointed by
the shareholders’ meeting and whose
appointment has been ratified by the
commercial court. In the event the Company
is dissolved, the assets or the proceeds
of the sale of the remaining assets, after
payment of all debts, costs of liquidation
and taxes, must be distributed on an equal
basis to the shareholders, taking into account
possible preferential rights with regard to the
liquidation of Shares having such rights, if
any. Currently, there are no preferential rights
with regard to the liquidation.
5.5.5. Modifications of share capital
Changes to the share capital decided by the
shareholders
The shareholders’ meeting can at any
given time decide to increase or decrease
the share capital of the Company. Such
resolution must satisfy the quorum and
majority requirements that apply to an
amendment of the Articles of Association, as
described above under this section.
Capital increases by the Board of Directors
Subject to the same quorum and majority
requirements, the shareholders’ meeting
can authorise the Board of Directors, within
certain limits, to increase the Company’s
share capital without any further approval of
the shareholders (the “authorized capital”).
This authorisation needs to be limited in time
(i.e., it can only be granted for a renewable
period of maximum five years), and in scope
(i.e., the authorized capital may not exceed
the amount of the registered capital at the
time of the authorisation). Please refer to
section 5.4.2 for more information on the
current status of the authorized capital.
5.5.6. Preferential subscription right
In the event of a capital increase in cash with
issuance of new shares, or in the event of an
issuance of convertible bonds or warrants,
40 TiGenix I annual report 2012