ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

All of the Company’s Shares are fully paid up and freelytransferable, subject, however, to the lock-up and standstillarrangements further described in section 3.12.Every Shareholder may request conversion of its Shares, at itsown cost, either into registered Shares, or into dematerialisedShares. Conversion of dematerialised Shares into registeredShares will be done by entering them in the related register ofregistered Shares.2.5.8 Redemption and sale of the Issuer’sSharesIn accordance with the Articles of Association and theCompanies Code, the Company can only purchase and sellits own Shares by virtue of a special Shareholders’ resolutionapproved by at least 80% of the votes validly cast at a generalshareholders’ meeting where at least 50% of the share capitaland at least 50% of the profit certificates, if any, are present orrepresented. In the event the required quorum is not presentor represented at the first meeting, a second meeting needs tobe convened through a new notice. The second shareholders’meeting can validly deliberate and decide regardless of thenumber of Shares and profit certificates present or represented.The prior approval by the Shareholders is not required if theCompany purchases the Shares to offer them to the Company’spersonnel.In accordance with the Companies Code, an offer to purchaseShares must be made to all Shareholders under the sameconditions. This does not apply to the acquisition of Shares viaa regulated market or the acquisition of Shares that has beenunanimously decided by the Shareholders at a meeting whereall Shareholders were present or represented. Shares can onlybe acquired with funds that would otherwise be availablefor distribution as a dividend to the Shareholders. The totalamount of Shares held by the Company can at no time be morethan 20% of its share capital. At the date of this prospectus,the Board of Directors of the Company does not have anyauthorisation from the shareholders’ meeting to redeem Shares.The Articles of Association, however, authorised the Board ofDirectors to purchase own Shares in case of imminent seriousharm to the Company in accordance with Article 620, §1, al. 3 ofthe Companies Code. The latter authorization, which was validfor a period of three years as from the date of publication inthe annexes to the Belgian Official Gazette of the amendmentto the Articles of Association inserting this authorization, hasexpired.2.6 Restrictions on negotiating theNew SharesThere are no provisions limiting the free transferability of theNew Shares in the Articles of Association.However, please see section 3.7 on restrictions applicable to theOffering.2.7 Notification of significantshareholdingsPursuant to the Belgian Law of May 2, 2007 on the disclosure ofmajor shareholdings in issuers whose securities are admittedto trading on a regulated market and containing variousprovisions (the “Transparency Law”), a notification to the issuerand to the FSMA is required in the following circumstances:• An acquisition or disposal of voting securities, voting rightsor financial instruments that are treated as voting securities.• The passive reaching of a threshold.• The reaching of a threshold by persons acting in concert ora change in the nature of an agreement to act in concert.• Where a previous notification concerning financialinstruments that are treated as voting securities is updated.• The acquisition or disposal of the control of an entity thatholds a participating interest in an issuer.• Where the issuer introduces additional notificationthresholds in the articles of association.In each case where the percentage of voting rights attachedto voting securities reaches, exceeds or falls below the legalthreshold set at 5 per cent of the total voting rights, as wellas 10 per cent, 15 per cent, 20 per cent and so on at intervalsof 5 percentage points or, as the case may be, the additionalthresholds provided in the issuer’s articles of association. TheArticles of Association provide for an additional threshold of3 per cent of the voting rights (but no multiples of 3 per cent).The notification must be made as soon as possible andat the latest within four trading days from the trading dayfollowing the acquisition or disposal of the voting rightstriggering the reaching of the threshold. Where the Issuerreceives a notification of information regarding the reachingof a threshold, it has to publish such information within threetrading days following the receipt of the notification.49 •