ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

Exceptionally, for the following resolutions to be passed, afavourable vote of at least half plus one is required, togetherwith approval by at least 75% of those holding series B shares:(a) Increases or reductions in capital, amendments to thearticles of association, mergers, demergers, changesin corporate status, liquidation and winding up ofthe Company.(b) The issue of any kind of securities or instruments whichentitle the holder to acquire shares in the Company orany of its subsidiaries or assign rights which authoriseothers to take part and vote in Shareholders’ GeneralMeetings.(c) Application of income and distribution of dividendsor reservesOther matters will be decided by the Shareholders’ GeneralMeeting with the majorities specified in Article 93 of theSpanish Public Limited Companies Act.The Company’s executives must vote jointly through theManaging Director.The Shareholders’ General Meeting may be held in themunicipality in which the Company has its registered address,or in any other municipality of the Autonomous Community ofMadrid specified in the call of the meeting.The General Shareholders’ Meeting will be called by theDirectors, or the liquidators, if the case should arise, by meansof an individual written notice sent by registered letter withacknowledgement of receipt to the address recorded in theregister, or sent by fax or e-mail with acknowledgement ofreceipt sent to the number or address provided for this purposeby the shareholders. At least fifteen days’ notice must be givenof the Meeting.The Directors shall call a Shareholders’ General Meeting tobe held in the first six months of each year, to assess themanagement of the Company, approve, or otherwise, theaccounts for the previous year and decide on the application ofincome.The Directors will be required to call a Shareholders’ GeneralMeeting when so requested by one or more shareholders whorepresent at least five per cent of capital stock. In their requestthey must specify what matters are to be dealt with at theShareholders’ General Meeting.Without prejudice to the terms of the previous paragraph, theShareholders’ General Meeting will be considered valid withoutthe need for it to be called in advance if members representingall the capital are present and so decide.All shareholders are entitled to attend the Shareholders’ GeneralMeeting in their own right or to appoint a proxy, who may butneed not be a shareholder. Proxy appointments will be for allshares of the principal. Proxy appointments must be made inwriting and, if not recorded in a public instrument, will be forindividual meetings.Board of DirectorsThe Board of Directors will consist of a minimum of SIX anda maximum of EIGHT members, two of whom must beindependent.It is not necessary to be a shareholder to be appointed tothe Board.The Board of Directors will meet within three months fromthe close of the financial year, to prepare the Annual FinancialStatements, the Management Report and the ProposedApplication of Income. If two members of the Board requestthe holding of a Board Meeting, the Chairman must call themeeting within five days of receiving the request.Notice of the meeting, including the agenda, must be sent toeach member of the Board by registered post, fax or e-mail,with acknowledgement of receipt, at least 14 days in advance.Board members can attend in person or be representedby others. Such representation will be conferred by letteraddressed to the Chairman. The Board Meeting will be quoratewhen half of its members plus one are present at the meetingor represented.Nevertheless, valid meetings may be held without having beencalled previously, if all the members of the Board of Directorsare either present in person or duly represented by othersand decide to conduct a Board Meeting after establishingthe agenda.Meetings held using videoconferencing or any other similarmeans will be considered valid, as will action without meeting,provided that none of the Board Members states a reasonedobjection.6 • TiGenix • Rights Offering