ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

Issuance priceper Share (€)(incl. issuancepremium)Sharecapital aftertransactionAggregatenumberof Sharesafter capitalincreaseDateTransactionNumber and classof Shares issuedCapitalincrease (€)PHASE VI ORTHOMIMETICS ACQUISITIONNovember 30,Capital increase in kind (22) 3,010,589 €4.28 €2,950,377.22 €28,017,401.63 28,661,8682009PHASE VII CAPITAL ROUNDCapital increase in cash (23) 2,204,300 €3.50 €2,160,214 €30,177,615.63 30,866,168December 15,20092,500 €3.45 €2,450 €30,180,065.63 30,868,668PHASE VIII EXERCISE OF WARRANTSMarch 4, 2010 Capital increase in cash pursuant tothe exercise of 2,500 warrants (24)PHASE IX CONTRIBUTION IN RELATION TO THE ORTHOMIMETICS ACQUISITIONNovember 9, Capital increase pursuant to the252,486 €4.28 €247,436.28 €30,427,501.91 31,121,1542010contribution in kind of a receivable ofex-Orthomimetics shareholders (25 )PHASE X CELLERIX ACQUISITIONContributionDateCapital increase in kind (26) 44,814,402 €1.2977 €43,815,544.32 74,243,046.23 75,935,556Notes(1) The Shares were subscribed to by Gemma Frisius-Fonds K.U.LeuvenNV (85,800 A), Katholieke Universiteit Leuven (14,200 C), Axxis V&CBVBA (25,000 B) and Prof. Dr. Frank Luyten (25,000 B). At the timeof incorporation, also 200,000 profit certificates were issued toKatholieke Universiteit Leuven (25,000 C), Axxis V&C BVBA (87,500 B)and Prof. Dr. Frank Luyten (87,500 B). These profit certificates wereconverted into 200,000 Shares on September 15, 2003.(2) The Shares were subscribed to by Gemma Frisius-Fonds K.U.Leuven NV(364,200 A) and Katholieke Universiteit Leuven (60,800 C).(3) The Shares were subscribed to by Gemma Frisius-Fonds K.U.Leuven NV(150,000 A), Axxis V&C BVBA (20,000 B) and Prof. Dr. Frank Luyten (20,000 B),Katholieke Universiteit Leuven (more precisely, its division UniversitaireZiekenhuizen Leuven) (100,000 C), Johan Bellemans (20,000 D) and EtienneSchacht (10,000 D).(4) The Shares were subscribed to by ING België NV (1,771,605 E), CapricornVenture Fund II NV (1,012,346 E) and Fagus NV (1,265,432 E).(5) The Shares were subscribed to by Gemma Frisius-Fonds K.U.Leuven NV(290,896 A), Katholieke Universiteit Leuven (64,506 C) and Universiteit Gent(329,600 C).(6) The profit certificates were issued on February 21, 2000 and were convertedon September 15, 2003 by Katholieke Universiteit Leuven (25,000 C), Axxis V&CBVBA (87,500 B) and Prof. Dr. Frank Luyten (87,500 B).(7) The Shares were subscribed to by Auriga Ventures II FCPR (1,518,519 E).(8) The Shares were subscribed to by ING België NV (432,099 E), Capricorn VentureFund II NV (246,913 E), Fagus NV (308,642 E) and Auriga Ventures II FCPR(370,370 E).(9) The Shares were subscribed to by ING België NV (144,034 E), CapricornVenture Fund II NV (82,306 E), Fagus NV (102,882 E) and Auriga Ventures II FCPR(123,458 E).(10) The “adjustment” warrants were issued on September 15, 2003 to andexercised in 2005 by Gemma Frisius-Fonds K.U.Leuven NV (11,762 A), KatholiekeUniversiteit Leuven (2,608 C) and Universiteit Gent (13,327 C). The “adjustment”warrants were used as an instrument to adjust the subscription price paid bythe warrant holders for new Shares issued in September 2003 compared tothe average subscription price paid by other investors who also committedin September 2003 to contribute a fixed amount but in three instalments atvariable subscription prices.(11) The warrants were issued on March 22, 2001 and exercised in 2005 by Karel Fol(12,500 D) and Koen Huygens (10,000 D). Subsequently, 9,000 of these Shareswere sold by Karel Fol (5,000 D) and Koen Huygens (4,000 D) to Gemma Frisius-Fonds K.U.Leuven NV and were re-allocated to Class A.(12) The Shares were subscribed to by Gemma Frisius-Fonds K.U.Leuven NV(114,285 A), Katholieke Universiteit Leuven (28,571 C), Universiteit Gent(28,571 C), ING België NV (2,714,285 E), Capricorn Venture Fund II NV (231,428 E),Fagus NV (428,571 E), Auriga Ventures II FCPR (428,571 E, ), Fortis Private EquityVenture Belgium NV (428,571 E), Baekeland Fonds II NV (114,285 E) and HSSVentures Inc. (28,571 E). Subsequently, ING België NV sold a number of itsnew Shares to ITX Corporation (200,000 E), Partners@Venture NV (285,714 E),Ferdinand Verdonck and Margriet Van Houtte (28,572 E), Kris Vansanten(36,000 E), Werner Vanlembergen (36,000 E), BGL Investment Partners SA(142,857 E) and Technowal SA (71,428 E).(13) The warrants were issued on March 22, 2001 and exercised in 2006 by NancyVeulemans (3,750 D), Jenny Peeters (1,250 D), Johan Vanlauwe (2,500 D) andEtienne Schacht (20,000 D).(14) The warrants were issued on March 13, 2000 and exercised in 2006 by AxxisV&C BVBA (187,500 B) and Prof. Dr. Frank Luyten (187,500 B).(15) The 8,000,000 Shares were subscribed to at the occasion of the initial publicoffering.(16) The over-allotment warrants were exercised by Piper Jaffray Ltd. (1,200,000).(17) The existing shareholder warrants were exercised by Axxis V&C BVBA (91,748),Prof. Dr. Frank Luyten (91,748), Katholieke Universiteit Leuven (52,717), GemmaFrisius-Fonds K.U. Leuven NV (182,754), Johan Bellemans (3,557), EtienneSchacht (5,336) and Universiteit Gent (66,205).(18) The warrants were issued on September 15 and 30, 2003 and exercised in 2008.(19) The warrants were issued on September 15 and 30, 2003 and exercised in 2008.(20) The warrants were issued on May 14, 2004 and exercised in 2009.(21) The Shares were subscribed to by Particon B.V. (340,000), N.V. IndustriebankLIOF (340,000), Limburg Ventures B.V. (200,000) and LRM NV (200,000).(22) The 3,010,589 Shares were subscribed to at the occasion of the contributionin kind in the framework of the Orthomimetics acquisition that occurred inNovember 2009.(23) The 2,204,300 Shares were subscribed to at the occasion of the privateplacement that was done in December 2009.(24) The warrants were issued on March 20, 2008 and exercised in 2010.(25) The capital increase was performed through the contribution in kind of partof the receivable of former shareholders of Orthomimetics Limited resultingfrom their sale of 680,686 Orthomimetics shares, valued at €3.4 million,to TiGenix on November 30, 2009 and marks the second phase of theOrthomimetics acquisition.(26) The 44,814,402 Shares were subscribed to at the occasion of theContribution.79 •