TiGenix: CONVENING NOTICE TO THE ANNUAL SHAREHOLDERS' MEETING TO BE HELD ON 2 JUNE 2016
(Thomson Reuters ONE) -
TiGenix
Naamloze vennootschap
die een openbaar beroep doet of heeft gedaan op het spaarwezen
Romeinse straat 12 box 2
3001 Leuven
VAT BE 0471.340.123
RLE Leuven
CONVENING NOTICE TO THE ANNUAL SHAREHOLDERS' MEETING TO BE HELD ON 2 JUNE 2016
The board of directors of TiGenix NV (the "Company") is pleased to invite you to
the annual shareholders' meeting of TiGenix NV that will be held at the
registered office of TiGenix NV (Romeinse straat 12 box 2, 3001 Leuven) on
2 June 2016 at 14:00h, with the agenda and proposed resolutions set out below.
Agenda and proposed resolutions
1. Acknowledgement and discussion of:
* the annual accounts for the financial year ended 31 December 2015
* the consolidated annual accounts for the financial year ended 31
December 2015
* the annual report of the board of directors on the annual accounts and
the consolidated annual accounts for the financial year ended 31
December 2015
* the report of the auditor on the annual accounts for the financial
year ended 31 December 2015
* the report of the auditor on the consolidated annual accounts for the
financial year ended 31 December 2015
2. Approval of the annual accounts for the financial year ended 31 December
2015
Proposed resolution: The shareholders' meeting approves the annual
accounts for the financial year ended 31 December 2015.
3. Allocation of results for the financial year ended 31 December 2015
Proposed resolution: The shareholders' meeting approves the allocation of
results for the financial year ended 31 December 2015 as proposed by the
board of directors.
4. Approval of the remuneration report for the financial year ended on 31
December 2015
Proposed resolution: The shareholders' meeting approves the remuneration
report for the financial year ended on 31 December 2015
5. Release from liability to be granted to the directors and the auditor for
the performance of their duties in the course of the financial year ended
31 December 2015
Proposed resolution: The shareholders' meeting releases the directors (as
well as the respective permanent representatives of the legal entities
which are director) and the auditor of the Company from any liability
arising from the performance of their duties during the financial year
ended 31 December 2015. It is clarified that this release from liability
also applies to Eduard Enrico Holdener, whose mandate ended on 20 April
2015, and to Dirk Büscher and Jose Terencio, who both resigned as director
effective as of 31 July 2015.
6. Reappointment of Innosté SA, permanently represented by Mr. Jean
Stéphenne, as independent director
Proposed resolution: The shareholders' meeting resolves to reappoint
Innosté SA, permanently represented by Mr. Jean Stéphenne, as independent
director of the Company.
Innosté SA and its permanent representative, Mr. Jean Stéphenne, comply
with the functional, family and financial criteria of independence as
provided for in Article 526ter of the Companies Code and in the Company's
Corporate Governance Charter. Moreover, the shareholders' meeting
acknowledges that Innosté SA and its permanent representative, Mr. Jean
Stéphenne, expressly stated and that the board of directors is of the
opinion that they do not have any relationship with any company which
could compromise their independence.
7. Reappointment of Greig Biotechnology Global Consulting, Inc., permanently
represented by Mr. Russell Greig, as independent director
Proposed resolution: The shareholders' meeting resolves to reappoint Greig
Biotechnology Global Consulting, Inc., permanently represented by Mr.
Russell Greig, as independent director of the Company.
Greig Biotechnology Global Consulting, Inc. and its permanent
representative, Mr. Russell Greig, comply with the functional, family and
financial criteria of independence as provided for in Article 526ter of
the Companies Code and in the Company's Corporate Governance Charter.
Moreover, the shareholders' meeting acknowledges that Greig Biotechnology
Global Consulting, Inc. and its permanent representative, Mr. Russell
Greig, expressly stated and that the board of directors is of the opinion
that they do not have any relationship with any company which could
compromise their independence.
8. Determination of term of office of reappointed directors
Proposed resolution: The shareholders' meeting resolves that the term of
office of Innosté SA, permanently represented by Mr. Jean Stéphenne, and
Greig Biotechnology Global Consulting, Inc., permanently represented by
Mr. Russell Greig, will expire immediately after the annual shareholders'
meeting which will be asked to approve the annual accounts for the
financial year ending 31 December 2019.
9. Determination of remuneration of independent directors
Proposed resolution: The shareholders' meeting resolves that the
independent directors of the Company shall be entitled to receive the
following fees:
(a) a fixed annual fee of EUR 25,000 per year, or EUR 40,000 per year for
the chairman of the board, based on six board of directors' meetings per
year;
(b) for independent directors who are member of a board committee: an
additional fixed annual fee of EUR 5,000 per year, or EUR 7,500 per year
for the chairman of a board committee, based on two committee meetings per
year; and
(c) an additional fee of EUR 2,000 for each board meeting exceeding six
meetings per year and for each committee meeting exceeding two meetings
per year, provided that the board of directors determines that such
additional meetings qualify for this additional fee.
10. Grant of warrants to independent directors
Explanatory note: On 7 December 2015, the board of directors issued
2,250,000 warrants, which could be granted to the employees of the Company
and the Company's subsidiaries and to the CEO and the independent
directors of the Company. In accordance with the Company's Corporate
Governance Charter, the Nomination and Remuneration Committee advised the
board of directors to propose to the shareholders' meeting to grant
warrants to the independent directors of the Company.
Proposed resolution: The shareholders' meeting resolves to grant 193,863
warrants to the independent directors of the Company, free of charge, as
follows:
(a) each of Greig Biotechnology Global Consulting, Inc., represented by
Russell Greig, Mr. Willy Duron, and R&S Consulting BVBA, represented by
Mr. Dirk Reyn, are granted 48,000 warrants;
(b) Innosté SA, represented by Mr. Jean Stéphenne, is granted 49,863
warrants;
(c) the exercise price of the warrants granted to the independent
directors will be equal to the lowest of (i) the last closing price of the
TiGenix share on Euronext Brussels prior to the date on which the warrants
are offered, and (ii) the average closing price of the TiGenix share on
Euronext Brussels over the 30 day period preceding the date on which the
warrants are offered, it being understood that the exercise price of the
warrants cannot be lower than EUR 0.97 (i.e. the average closing price of
the TiGenix share on Euronext Brussels over the 30 day period preceding
the date of issuance of the warrants on 7 December 2015).
11. Reappointment of the statutory auditor and remuneration
Proposed resolution: The shareholders' meeting resolves to reappoint BDO
Bedrijfsrevisoren - BDO Réviseurs d'Entreprises CVBA/SCRL, with registered
office at The Corporate Village, Da Vincilaan 9 - Box E.6, Elsinore
Building, 1935 Zaventem, as statutory auditor. BDO Bedrijfsrevisoren - BDO
Réviseurs d'Entreprises CVBA/SCRL designated Ms. Veerle Catry as its
permanent representative. The shareholders' meeting resolves that the term
of office of the statutory auditor will expire immediately after the
annual shareholders' meeting which will be asked to approve the annual
accounts for the financial year ending 31 December 2018.
The shareholders' meeting further resolves that the statutory auditor's
remuneration will amount to EUR 70,000 per year, throughout its term of
office.
12. Remuneration policy of the Company: continuation of the policy whereby
warrants can be granted to the members of the executive management
Proposed resolution: The shareholders' meeting approves the continuation
of the possibility to, as part of the remuneration policy of the Company,
grant warrants to the members of the executive management, including
executive directors, provided that the board of directors will apply the
conflict of interests procedure, if applicable, at the time of granting
the warrants.
To the extent warrants would be granted to members of the executive
management, including executive directors, that will happen in the
framework of new, still to be approved warrants plans, the most important
terms and conditions of which can be summarized as follows: The warrants
are granted free of charge. Each warrant entitles its holder to subscribe
to one share in the Company at a fixed exercise price determined by the
board of directors. Unless the board of directors prior to or at the time
of the grant of the warrant determines a higher exercise price, the
exercise price of a warrant will be equal to the lowest of the following
prices: (i) the last closing price of the TiGenix share on the stock
exchange prior to the date on which the warrant is offered, and (ii) the
average closing price of the TiGenix share on the stock exchange over the
30 day period preceding the date on which the warrant is offered, it being
understood that, for beneficiaries of the warrants plan that are not
employees of the Company or its subsidiaries, the exercise price cannot be
lower than the average closing price of the TiGenix share on the stock
exchange over the 30 day period preceding the date of issuance of the
warrants. The warrants have a duration of no longer than ten (10) years as
from the date of their issuance. Unless the board of directors decides
otherwise when granting the warrants, and subject to the end of the
cooperation and certain situations in which warrants can become null and
void, 1/3rd of the warrants granted vests on the first anniversary of the
date of the grant and 1/24th of the remaining 2/3rd of the warrants
granted vests on the last day of each of the 24 months following the month
of the first anniversary of the date of the grant. Warrants can only be
exercised by the warrant holder if they have definitively vested.
Admission conditions
In order to be admitted to the shareholders' meeting, the holders of securities
issued by the Company must comply with Article 536 of the Companies Code and
Article 30 of the articles of association, and fulfil the formalities and make
the notifications described below.
In accordance with Article 537 of the Companies Code, the holders of bonds or
warrants issued by the Company can only attend the shareholders' meeting with a
consultative vote.
1. Holders of registered shares and warrants
The holders of registered shares and warrants are entitled to participate
in and, in the case of shares, to vote at the shareholders' meeting,
provided that:
* Registration: their shares or warrants are recorded in their name in
the register of registered shares or warrants at midnight (24:00) (CET)
on 19 May 2016 (the "record date") and this irrespective of the number
of shares or warrants that they own on the date of the shareholders'
meeting; and
* Confirmation of participation: they notify the Company in writing of
(i) their intention to participate in the shareholders' meeting, and
(ii) the number of securities for which they wish to participate in the
shareholders' meeting, by means of a signed form that must be received
by the Company at the Company's registered office at the latest on
27 May 2016; a model of this form is available at the Company's
registered office and on the Company's website under the tab "Investors
/ Shareholder meeting" (www.tigenix.com).
2. Holders of dematerialized shares and bonds
The holders of dematerialized shares and bonds are entitled to participate
in and, in the case of shares, to vote at the shareholders' meeting,
provided that:
* Registration: their shares or bonds are recorded in their name in the
accounts of a recognized account holder or a settlement institution at
midnight (24:00) (CET) on 19 May 2016 (the "record date") and this
irrespective of the number of shares or bonds that they own on the date
of the shareholders' meeting; and
* Confirmation of participation: at the latest on 27 May 2016, they
deliver or have delivered at an office of ING Belgium (before closing
time) a certificate issued by the recognized account holder or the
settlement institution certifying the number of dematerialized shares
or bonds recorded in the shareholder's or bondholder's accounts on the
record date in respect of which the shareholder or bondholder has
indicated his intention to participate in the shareholders' meeting.
Only persons who are a shareholder, a bondholder or a warrant holder of the
Company on the record date (19 May 2016) and who have indicated at the latest on
27 May 2016 their intention to participate in the shareholders' meeting as set
out above will be admitted to the shareholders' meeting.
The shares and bonds are not blocked as a result of the above-mentioned process.
As a result, the shareholders and bondholders are free to dispose of their
shares and bonds after the record date.
Right to add agenda items and to submit proposed resolutions
In accordance with Article 533ter of the Companies Code and Article 35 of the
articles of association, one or more shareholders holding together at least
three percent (3%) of the registered capital of the Company may request for
items to be added to the agenda of the shareholders' meeting and submit proposed
resolutions in relation to existing agenda items or new items to be added to the
agenda, provided that:
* they prove ownership of such shareholding as at the date of their request
and record their shares representing such shareholding on the record date
(i.e., on 19 May 2016); the shareholding must be proven either by a
certificate evidencing the registration of the relevant shares in the
register of registered shares of the Company or by a certificate issued by a
recognized account holder or a settlement institution certifying the book-
entry of the relevant number of dematerialized shares in the name of the
relevant shareholder(s), and
* the additional agenda items and/or proposed resolutions have been submitted
in writing by these shareholder(s) to the board of directors at the latest
on 11 May 2016.
These additional agenda items and/or proposed resolutions may be sent to the
Company by mail to the Company's registered office for the attention of Ms. An
Moonen or by e-mail to an.moonen(at)tigenix.com.
As the case may be, the Company shall publish on its website (www.tigenix.com) ,
in the Belgian State Gazette and in the press the modified agenda of the
shareholders' meeting at the latest on 18 May 2016.
In that case, the Company will also make a revised proxy form available on its
website (www.tigenix.com) at the same time as the publication of the modified
agenda of the shareholders' meeting, i.e. on 18 May 2016.
In case shareholders, in accordance with Article 533ter of the Companies Code,
exercise their right to add items to the agenda and to file resolution
proposals, proxies filed prior to the publication of the revised agenda shall
remain valid for the agenda items they cover. In case new/alternative resolution
proposals are filed with regard to existing agenda items, the proxy holder will
always be entitled to deviate from previously given voting instructions should
their implementation be detrimental to the interests of the shareholder. In that
event, the proxy holder shall notify the shareholder of any such deviation as
well as the justification thereof. The proxy should also indicate whether, in
case new items are added to the agenda by shareholders, the proxy holder is
entitled to vote on the new items or whether he/she/it should abstain.
Right to ask questions
In accordance with Article 540 of the Companies Code and Article 35 of the
articles of association, all shareholders are entitled, whether during the
meeting or in writing before the meeting, to ask questions to the directors with
respect to their report or the agenda items and to the auditor with respect to
its report.
Questions asked in writing will only be answered if the relevant shareholder has
fulfilled the formalities set out above to be admitted to the shareholders'
meeting and if the written question has been received by the Company at the
latest on 27 May 2016.
Written questions may be sent to the Company by mail to the Company's registered
office for the attention of Ms. An Moonen or by e-mail to an.moonen(at)tigenix.com.
Proxy
In accordance with Article 547bis of the Companies Code and Article 31 of the
articles of association, each shareholder may be represented at the
shareholders' meeting by a proxy holder, who does not need to be a shareholder.
Except in cases provided for in the law, a shareholder may only appoint one
person as proxy holder for a particular shareholders' meeting.
Shareholders who so wish to be represented by proxy, are requested to use the
model of proxy form (with voting instructions) that is available at the
Company's registered office and on the Company's website under the tab
"Investor / Shareholder meeting" (www.tigenix.com).
The signed proxy form must be received by the Company at the Company's
registered office at the latest on 27 May 2016.
Shareholders who wish to be represented by proxy, must comply with the above-
mentioned admission conditions.
Availability of documents
In accordance with Article 535 of the Companies Code, the shareholders,
bondholders and warrant holders of the Company can, upon presentation of their
security or of a certificate issued by a recognized account holder or a
settlement institution certifying the number of dematerialized securities
recorded in the name of the shareholder, obtain at the Company's registered
office, Romeinse straat 12, 3001 Leuven, free of charge, a copy of the documents
and reports that relate to this meeting or that must be made available to them
pursuant to law.
These documents and reports, as well as the total number of shares and voting
rights at the date of the convening notice, are also available on the Company's
website (www.tigenix.com) .
Miscellaneous
In order to facilitate an expedient registration, the participants are requested
to be present at least half an hour prior to the start of the shareholders'
meeting.
In order to be admitted to the shareholders' meeting, the shareholders,
bondholders, warrant holders and proxy holders must be able to prove their
identity (ID card / passport).
Please contact Ms. An Moonen at the following telephone number +32 (0)16
39 79 37 or e-mail address an.moonen(at)tigenix.com for more information.
Correspondence may be sent to TiGenix NV, for the attention of Ms. An Moonen,
Romeinse straat 12 box 2, 3001 Leuven.
The board of directors.
This announcement is distributed by GlobeNewswire on behalf of
GlobeNewswire clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: TiGenix via GlobeNewswire
[HUG#2008959]
Unternehmensinformation / Kurzprofil:
Datum: 03.05.2016 - 07:00 Uhr
Sprache: Deutsch
News-ID 468066
Anzahl Zeichen: 23873
contact information:
Town:
Leuven
Kategorie:
Business News
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