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ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

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Expected timetable of the OfferingPublication in the Belgian Financial Press and in the Belgian State Gazette of thenotice required by Article 593 of the Companies Codeat the latestT-8at the latestMay 4, 2011Determination of the Issuance Price and Ratio T-1 May 11, 2011Separation of coupon no. 1 (representing the Preferential Right) after closing of the markets T May 12, 2011Availability to the public of the prospectus T May 12, 2011Listing of the Contribution Shares on the regulated market of Euronext Brussels T+1 May 13, 2011Trading of Shares ex-Right T+1 May 13, 2011Opening date of the subscription with Preferential Rights T+1 May 13, 2011Listing of the Preferential Rights on the regulated market of Euronext Brussels T+1 May 13, 2011Closing date of the subscription with Preferential Rights T+15 May 27, 2011End of listing of the Preferential Rights on the regulated market of Euronext Brussels T+15 May 27, 2011Announcement via press release of the results of the Rights Offering before opening of the markets T+18 May 30, 2011Accelerated private placement of the Scrips T+19 May 31, 2011Pricing and allocation of the Scrips T+19 May 31, 2011Announcement via press release of the results of the Scrips Private Placement T+19 May 31, 2011Publication in the Belgian Financial Press of the results of the Offering and of the amount due toT+20 June 1, 2011holders of unexercised Preferential RightsPayment of the Issuance Price by or on behalf of the subscribers T+25 June 6, 2011Realisation of the capital increase T+25 June 6, 2011Delivery of the New Shares to the subscribers T+25 June 6, 2011Listing of the New Shares on the regulated market of Euronext Brussels T+25 June 6, 2011Payment to holders of unexercised Preferential Rights as of T+28 June 9, 2011The Issuer may amend the dates and times of the share capitalincrease and periods indicated in the above timetable andthroughout the prospectus. If the Issuer decides to amendsuch dates, times or periods, it will notify Euronext Brusselsand inform investors through publication in the BelgianFinancial Press. Any material alterations to this prospectuswill be published in a press release and an advertisement inthe Belgian Financial Press by way of a supplement to thisprospectus in accordance with section 3.6.6.3.7 Plan for the distribution andallocation of securities underthe Offering3.7.1 Categories of potential investorsThe Rights Offering will only be open to the public in Belgium.The Rights Offering is made on the basis of Preferential Rights.The Preferential Rights are allocated to all Existing Shareholdersof the Issuer.Subject to the applicable securities regulations, the followingcategories of investors are able to subscribe to the New Shares:(i) the initial holders of Preferential Rights; (ii) persons outsidethe United States who have acquired Preferential Rights onEuronext Brussels during the Rights Subscription Period; and(iii) investors who have acquired Scrips in the context of theScrips Private Placement. In the United States, Preferential Rightsmay be exercised only by Existing Shareholders who are QIBsthat execute and deliver an investor representation letter that issatisfactory to the Issuer and the Joint Global Coordinators andBookrunners.The Preferential Rights are granted to all Existing Shareholdersand may only be exercised by Shareholders who can lawfullydo so under any law applicable to those Shareholders. TheNew Shares to be issued upon the exercise of PreferentialRights are being offered only to holders of Preferential Rightsto whom such offer can be lawfully made under any lawapplicable to those holders. The Issuer has taken all necessaryaction to ensure that Preferential Rights, and New Shares tobe issued upon the exercise of Preferential Rights, may belawfully exercised and offered to the public (including ExistingShareholders and holders of Preferential Rights) in Belgium.The Issuer has not taken any action to permit any offering ofPreferential Rights or New Shares to be issued upon the exerciseof Preferential Rights (including a public offering to ExistingShareholders or holders of Preferential Rights) in any otherjurisdiction.67 •

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