ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

• the granting of discharge of liability to the directors and thestatutory auditor;• the determination of the remuneration of the directors andof the statutory auditor for the exercise of their mandate;• the distribution of profits (it being understood that theArticles of Association authorise the Board of Directors todistribute interim dividends);• the filing of a claim for liability against directors;• the decisions relating to the dissolution, merger and certainother re-organisations of the Company; and• the approval of amendments to the Articles of Association.2.5.2 Right to attend and vote at generalshareholders’ meetingsLaw on the exercise of certain rights of shareholders inlisted companiesIn light of the law of December 20, 2010 on the exercise ofcertain rights of shareholders in listed companies, as amendedon April 5, 2011 (the “Shareholders’ Rights Law”), theextraordinary shareholders’ meeting of the Company ofApril 26, 2011 resolved to make certain modifications to theArticles of Association under the condition precedent thatthe Shareholders’ Rights Law was published in the BelgianState Gazette (the “Modifications to the Articles”). Theshareholders’ meeting also resolved that such Modifications tothe Articles would enter into force on the date, if any, on whichthe Shareholders’ Rights Law provided that such modificationsenter into force. The Shareholders’ Rights Law was publishedin the Belgian State Gazette on April 18, 2011 and provides thatthe modifications of the articles of association pursuant to theShareholders’ Rights Law will enter into force on January 1, 2012.Therefore, the Modifications to the Articles will enter into forceon January 1, 2012.Where relevant, reference is therefore made in the paragraphsbelow to any changes resulting from the entry into force of theModifications to the Articles.Annual shareholders’ meetingThe annual shareholders’ meeting is held at the registeredoffice of the Company or at the place determined in the noticeconvening the shareholders’ meeting. The meeting is heldevery year on April 20 at 10 am. If this date is a Saturday, Sundayor a legal holiday, the meeting is held at the next business day.At the annual shareholders’ meeting, the Board of Directorssubmits the audited statutory and consolidated financialstatements and the reports of the Board of Directors and ofthe statutory auditor with respect thereto to the Shareholders.The shareholders’ meeting then decides on the approval ofthe statutory financial statements, the proposed allocation ofthe Company’s profit or loss, the discharge from liability of thedirectors and the statutory auditor, and, when applicable, the(re‐)appointment or resignation of the statutory auditor and/orof all or certain directors.Special and extraordinary shareholders’ meetingsThe Board of Directors or the statutory auditor can, at anygiven time when the interest of the Company so requires,convene a special or extraordinary shareholders’ meeting. Suchshareholders’ meeting must also be convened every time oneor more Shareholders holding at least 20% of the Company’sshare capital so demand. This request is sent by registered letterto the registered office of the Company to the attention of theBoard of Directors; it has to mention the agenda items andproposed decisions, which the shareholders’ meeting shoulddeliberate and decide upon, as well as an elaborate justificationfor the request. Shareholders who, individually or jointly, do nothold at least 20% of the Company’s share capital do not havethe right to have the shareholders’ meeting convened.Notices convening the shareholders’ meetingThe notice of the shareholders’ meeting must state the place,date and hour of the meeting and shall include an agendaindicating the items to be discussed as well as any motions forresolutions.The notice must be published in the Belgian Official Gazette(Belgisch Staatsblad / Moniteur belge) at least 24 days prior tothe shareholders’ meeting or the registration date (if specifiedin the convening notices). In the event a second conveningnotice is necessary and the date of the second meeting ismentioned in the first convening notice, that period is 17 daysprior to the shareholders’ meeting or the registration date (ifspecified in the convening notices). The notice must also bepublished in a national newspaper 24 days prior to the date ofthe shareholders’ meeting or the registration date (if specifiedin the convening notices), except if the meeting concernedis an annual shareholders’ meeting held at the municipality,place, day and hour mentioned in the Articles of Associationand whose agenda is limited to the examination of the annualaccounts, the annual report of the Board of Directors, theannual report of the statutory auditor, the vote on the dischargeof the directors and the statutory auditor, and, following theentry into force of the relevant Modifications to the Articles,44 • TiGenix • Rights Offering