ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

• of which the voting right was suspended by a competentcourt or the FSMA.Generally, the shareholders’ meeting has sole authority withrespect to:• the approval of the annual accounts of the Company;• the appointment and resignation of directors and thestatutory auditor of the Company;• 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.4.5 Warrantsto the Company, including but not limited to the membersof the scientific advisory board and the clinical advisors. Thewarrants have been granted free of charge. Each warrantentitles its holder to subscribe to one common share of theCompany at a subscription price determined by the Boardof Directors, within the limits decided upon at the occasionof their issuance. The warrants issued on May 14, 2004,April 20, 2005 and November 3, 2005 had a term of 5 years,but their term was extended until May 13, 2014 by decision ofthe extraordinary shareholders’ meeting held May 13, 2009.The warrants issued on February 26, 2007, March 20, 2008,June 19, 2009 and March 12, 2010 have a term of 10 years. Uponexpiration of this term, the warrants become null and void. Inprinciple, the warrants vest in cumulative tranches of 25% peryear, i.e., 25% as of the first anniversary date of their granting,50% as of the second anniversary date of their granting, 75% asof the third anniversary date of their granting, 100% as of thefourth anniversary date of thwweir granting provided that thecooperation between the Company and the warrant holderhas not yet ended, unless the Board of Directors approved adeviation from this vesting scheme. The warrants can only beexercised by the warrant holder if they have effectively vested.The table below gives an overview (as at March 31, 2011) of the1,755,958 outstanding warrants described above. The tableshould be read together with the notes referred to below.The Company has created a number of warrants. This sectionprovides an overview of the outstanding warrants as at March31, 2011.On May 14, 2004 (135,802), April 20, 2005 (45,268),November 3, 2005 (454,570), February 26, 2007 (800,000),March 20, 2008 (400,000), June 19, 2009 (500,000),March 12, 2010 (500,000) in the aggregate 2,835,640 warrantswere issued, subject to the warrants being granted to andaccepted by the beneficiaries. Of these 2,835,640 warrants,(i) 545,683 warrants expired as they have not been granted,(ii) 327,250 warrants have expired as they have not beenaccepted by their beneficiaries (iii) 197,459 have lapsed due totheir beneficiaries leaving the Company and (iv) 9,290 warrantshave been exercised. As a result, as at March 31, 2011, there are1,755,958 warrants outstanding.The warrants are granted to employees, consultants or directorsof the Company, as well as to other persons who in the scopeof their professional activity have made themselves useful81 •