ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

1. General information and informationconcerning responsibility for theprospectus and for auditing theaccountsThis prospectus has been drafted from the point of view that theContribution has already been completed although this was notyet the case at the time of approval of this prospectus. However,it is anticipated that the Contribution will have been completedby the time this prospectus is made available to the public.The completion of the Contribution will be confirmed in anannouncement that will be made public before or at the sametime as the publication of the prospectus.1.1 Responsibility for the contentof the prospectusThe Company, represented by the Board of Directors, assumesresponsibility for the content of this prospectus. The Companydeclares that, having taken all reasonable care to ensure thatsuch is the case, the information contained in this prospectus is,to the best of its knowledge, in accordance with the facts andcontains no omission likely to affect its import.The Joint Global Coordinators and Bookrunners have beenappointed by the Company in connection with the Offering.Neither of the Joint Global Coordinators and Bookrunners,nor their affiliates, nor any person acting on their behalf, isresponsible for, nor are they making any representation orwarranty, express or implied, concerning the Company’s futureor as to the accuracy or completeness of the information in thisprospectus.This prospectus is intended to provide information to potentialinvestors in the context of and for the sole purpose of theadmission to trading of the Contribution Shares and evaluatinga possible investment in the New Shares, the PreferentialRights and/or the Scrips in the Offering. It does not express anycommitment or acknowledgement or waiver and does notcreate any right expressed or implied to anyone other than apotential investor. It cannot be used except in connection withthe admission to trading of the Contribution Shares and theOffering. The content of this prospectus is not to be construedas an interpretation of the rights and obligations of TiGenix, ofthe market practices or of contracts entered into by TiGenix.1.2 Responsibility for auditingthe accountsBDO Bedrijfsrevisoren - BDO Réviseurs d’Entreprises CVBA/SCRL, a civil company, having the form of a cooperativecompany with limited liability (coöperatieve vennootschapmet beperkte aansprakelijkheid / société coopérative àresponsabilité limitée) organised and existing under the lawsof Belgium, with registered office at The Corporate Village, DaVincilaan 9 – Box E.6, Elsinore Building, 1935 Zaventem, Belgium,represented by Gert Claes, has been appointed as statutoryauditor of TiGenix on April 20, 2010 for a term of 3 years endingimmediately after the closing of the shareholders’ meetingto be held in 2013 that will have deliberated and resolvedon the financial statements for the financial year ended onDecember 31, 2012. BDO Bedrijfsrevisoren - BDO Réviseursd’Entreprises CVBA/SCRL is a member of the Institute ofCertified Auditors (Instituut van de Bedrijfsrevisoren / Institutdes Réviseurs d’Entreprises) (membership number B - 00023 -1986).The consolidated financial statements of the Companyfor the financial years ended December 31, 2008,December 31, 2009 and December 31, 2010 were preparedin accordance with the International Financial ReportingStandards (IFRS).The consolidated financial statements of the Companyfor the financial years ended December 31, 2008 andDecember 31, 2009 have been audited by BDO Bedrijfsrevisoren- BDO Réviseurs d’Entreprises CVBA/SCRL, represented by LucAnnick, who delivered unqualified opinions for 2008 and 2009.Reference is made to pages 34-35 of the 2008 annual financialreport, and pages 40-41 of the 2009 annual financial report forthe text of these audit opinions.40 • TiGenix • Rights Offering