ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

Decisions will be adopted by absolute majority of the BoardMembers attending the meeting. However, the followingdecisions will be subject to a majority of (i) FIVE votes in favourif the number of members is six or seven, or (ii) SIX votes infavour if the number of members is eight:(a) Approval and modification of the Budget and AnnualBusiness Plan(b) Approval of decisions not included in the Annual Budgetinvolving sums exceeding 25,000 euros(c) Signing of loan contracts, credit lines and other similarinstruments involving sums of 25,000 euros or over(d) Provision of guarantees, sureties and other similarinstruments committing sums exceeding 10,000 eurosand which fall outside the ordinary operations of theCompany(e) Transfer of assets vital to the Company or its subsidiaries,in particular industrial property rights. Transfer of all orpart of the Company’s business or one of its businesslines(f) Signing of licensing contracts transferring industrialproperty rights belonging to the Company to a thirdparty, or to acquire such rights from third parties(g) Signing of major contracts with companies whoseactivities are the same as those of Cellerix(n) Adoption of any agreement between the Company andthe Managing Director, or between the Company andits shareholders, except those which by law require theapproval of the shareholders in General Meeting.(o) Initiation or termination of legal proceedingsAll the powers of the Board of Directors will be delegated tothe Managing Director except those described above.9. Significant resolutionsPursuant to Article 130 Act of the fourth Additional Provisionof the Spanish Public Limited Companies Act, an Equity BasedIncentive Plan for the directors, managers and employees ofCellerix S.A. was approved at the shareholders Annual GeneralMeeting held on 22 November 2007.(a) Implementation of the EBIP: The EBIP consists ofthe granting of share options in Cellerix allowing itsbeneficiaries to obtain shares in the Company at a priceset at the time the option is granted, provided that therequisites established by the Board of Directors in eachcase have been fulfilled.The options will be awarded without charge and are nottransferable inter vivos, but may be transferred mortiscausa death according to the terms established by theBoard of Directors.(h)Opening and closing of offices, branches and otherestablishmentsThe options are not exercisable in the first twelve monthsof the Plan, i.e. in 2008.(i)(j)(k)(l)Creation, dissolution, merger or reorganisation ofsubsidiaries. Acquisition and sale of shares in othercompaniesAppointment and termination of appointment of theChairman and Managing DirectorApproving the implementation of equity based incentiveschemes for senior managers and employeesThe contracting of services related to admission of theCompany’s shares to trading in a stock exchange, anddecisions concerning said process(b)Option Plan beneficiaries: The Option Planbeneficiaries are directors, managers and employeesof the Company as designated by the Board ofDirectors. The maximum number of beneficiaries is,approximately, 60.These beneficiaries may include persons holding thepost of Executive Director or General Manager, andemployees at senior management level who reportdirectly to the Board of Directors, to such BoardCommittees as may be created, to the Chairman or to theCompany’s Managing Director.(m)Appointment of consultants to advise on the strategyand development of the Company and its subsidiaries.Appointment of legal advisors to monitor the corporateactivity of the Company and its subsidiaries(c)Award of Options: To receive options under the Plan,the beneficiary must work for the Company under anemployment, commercial or service agreement at theaward date, and must commit their services exclusivelyto the Company and assume other such commitments asare required.7 •