ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

2. Information ABOUT the ContributionShares and the NEW SHARES2.1 Type, class and dividendentitlementAll Contribution Shares are and all New Shares will be issued asordinary Shares representing the capital of the same categoryas the Shares of the Issuer that existed prior to the Contribution,with voting rights and without nominal value. All ContributionShares have and all New Shares will have the same rights as theShares that existed prior to the Contribution.The Contribution Shares and the New Shares will participate inthe results in the same way as the Shares that existed prior tothe Contribution.The Contribution Shares and the New Shares will be tradedunder the same ISIN code as the Shares that existed prior to theContribution, which have been assigned the following code:BE0003864817.The Contribution Shares are and the New Shares will be issuedwithout VVPR Strips and will not benefit from a reducedwithholding tax rate, or the so-called VVPR-right. Consequently,where applicable, withholding tax shall be levied on distributeddividends at the applicable legal rate.2.2 Applicable law and jurisdictionThe New Shares will be issued in accordance with Belgian lawand the Offering is governed by Belgian law.The Courts of Brussels (Belgium) shall have the jurisdiction tohear all disputes in relation to the New Shares.2.3 Form of the Contributionshares and the New SharesThe Contribution Shares are issued in registered form.2.4 Currency of the issueThe currency of the issue is the euro.2.5 Rights attached to thecontribution shares andthe New Shares2.5.1 Voting rightsEach Shareholder of the Company is entitled to one vote perShare.Voting rights can be suspended in relation to Shares:• which were not fully paid up, notwithstanding the requestthereto of the Board of Directors;• to which more than one person is entitled, except in theevent a single representative is appointed for the exercise ofthe voting right;• which entitle their holder to voting rights above thethreshold of 3%, 5%, or any multiple of 5% of the totalnumber of voting rights attached to the outstandingfinancial instruments of the Company on the date of therelevant general shareholders’ meeting, except in theevent where the relevant Shareholder has notified theCompany and the FSMA at least 20 days prior to the dateof the general shareholders’ meeting on which he or shewishes to vote of its shareholding reaching or exceeding thethresholds above; and• of which the voting right was suspended by a competentcourt or the FSMA.Generally, the shareholders’ meeting has sole authority withrespect to:The subscribers of New Shares have the choice of receiving the • the approval of the annual accounts of the Company;New Shares in the form of dematerialised securities, booked in• the appointment and resignation of directors and thetheir securities account, or as registered shares recorded in thestatutory auditor of the Company;Issuer’s share register.43 •