TiGenix

CONVENING NOTICE TO THE EXTRAORDINARY SHAREHOLDERS' MEETING TO BE HELD ON 8 SEPTEMBER 2014

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 EXTRAORDINARY shareholders' meeting
to be held on 8 SEPTEMBER 2014

The board of directors of TiGenix NV (the "Company") is pleased to invite you to the extraordinary shareholders' meeting of TiGenix NV that will be held at the registered office of TiGenix NV (Romeinse straat 12 box 2, 3001 Leuven) on 8 September 2014 at 14:00 p.m., in the presence of a notary, with the agenda and proposed resolutions set out below.

This meeting can validly discuss and resolve on the items on the agenda irrespective of the number of shares present or represented. A first extraordinary shareholders' meeting, held on 12 August 2014 at 13:30 p.m., could not validly discuss these agenda items because the legally required attendance quorum was not reached.

Agenda and proposed resolutions

 1.            Acknowledgement of the special report of the board of directors pursuant to Article 604 of the Companies Code with respect to the renewal of the authorisation in respect of the authorised capital.

 2.            Renewal of the authorisation in respect of the authorised capital.

            Proposed resolution: The shareholders' meeting resolves to authorise the board of directors to increase the Company's registered capital in one or more transactions by a (cumulated) amount equal to the current amount of the registered capital of the Company, i.e. sixteen million forty-seven thousand six hundred sixty-two euro (EUR 16,047,662.00). To this effect, the shareholders' meeting resolves to entirely replace Article 6 of the articles of association by the following text:

                 "Article 6: Authorised capital

                 6.1. By virtue of the resolution of the extraordinary shareholders' meeting held on [DATE] 2014, the board of directors has been expressly authorised to increase the registered capital in one or more transactions with a (cumulated) amount equal to the registered capital, being sixteen million forty-seven thousand six hundred sixty-two euro (EUR 16,047,662.00). This authorisation may be renewed in accordance with the relevant legal provisions.

                 The board of directors can exercise this power for a period of five (5) years as of the publication of the authorisation in the annexes to the Belgian State Gazette.

                 6.2. The capital increases to which can be decided pursuant to this authorisation, take place in accordance with the modalities to be determined by the board of directors, by means of a contribution in cash or in kind or through conversion of reserves and issuance premiums, with or without issuance of new shares, with or without voting rights. The board of directors can also use this authorisation for the issuance of convertible bonds, subordinated or not subordinated, warrants, bonds to which warrants or other tangible values are connected, or other securities.