ADR PROGRAMME

The TiGenix ADR program is a sponsored Level III ADR program run by Deutsche Bank Trust Company Americas (Deutsche Bank) acting as Depositary Bank. In the United States, TiGenix ADR’s are trading on NASDAQ.

TiGenix S.A. ADR details:

US Trading Symbol: TIG
Structure: Sponsored Level 3 ADR Program
Exchange: NASDAQ
Ratio (ADR:ORD): 1:20
ADR CUSIP: 88675R109
ADR ISIN: US88675R1095
Depositary Bank: Deutsche Bank

TiGenix S.A. ADR program is sponsored by Deutsche Bank Trust Company Americas (Deutsche Bank). As the Depositary Bank, Deutsche Bank performs the following roles for ADR holders which are detailed in the Deposit Agreement filed with the U.S. Securities and Exchange Commission (available for download at www.sec.gov):

  • Records and maintains the register of ADR holders.
  • Is the stock transfer agent.
  • Issues and cancels TiGenix S.A. American Depositary Shares (ADSs).
  • Distributes dividends in US dollars (if applicable).
  • Facilitate the proxy voting process and the exercise of voting rights on behalf of ADR holders.
  • Distributes voting documents for the Annual General Shareholders Meeting and Company Circulars (if applicable).

For those holders who are not registered because their ADRs are held through a ‘Street name’ (nominee account), your nominee will receive Company documents from time to time from Deutsche Bank to distribute to ADR holders. You need to make arrangements with your nominee if you wish to receive such documents and to be able to exercise your vote through the depositary bank at General Meetings

Depositary Bank contact details for brokers and institutional investors (only):

US Phone: +1 212 250 9100
UK Phone: +44 207 547 6500
Email: adr@db.com
Website: http://www.adr.db.com

Contact details for registered ADR holders (holding via American Stock Transfer):

Deutsche Bank Shareholder Services
American Stock Transfer & Trust Company
Peck Slip Station
P.O. Box 2050
New York, NY 10272-2050
Email: DB@amstock.com
(Toll-free number) Phone: +1 866 249-2593
(Direct Dial) Phone: +1 718 921-8137

ADR FAQs

Notice: the following information does not contain all information that may be important to ADR holders. For more complete information, we highly recommend that you read the entire deposit agreement and the form of American Depositary Receipt, which contains the American Depositary Shares terms (link to SEC filing: https://www.sec.gov/Archives/edgar/data/1471515/000095012716000091/a16-17_exhibit4.htm XXXX TiGenix may want to add to the legal disclaimer

What is an American Depositary Receipt (ADR)?

ADRs are a negotiable US-dollar denominated certificate representing shares in a non-US company. TiGenix S.A.’s ADRs represent TiGenix S.A.’s ordinary shares deposited with the Depositary Bank, which underlie such certificates and carry the associated shareholder rights. Holders of ADRs have the right to vote on shareholder resolutions and to receive dividends in US dollars (if applicable). The term ADR and ADS are often used interchangeably. ADRs were specifically designed to facilitate the purchase, holding and sale of non-U.S. securities by US investors, and to provide a corporate finance vehicle for non-U.S. companies.

What are the benefits of ADRs to US investors?

U.S. investors may prefer to purchase ADRs rather than ordinary shares in the issuer’s home market because ADRs trade, clear and settle according to U.S. market conventions. One of an ADRs’ top advantages is the facilitated diversification into foreign securities. ADRs also allow easy comparison to securities of similar companies as well as access to price and trading information

How do I convert my ordinary shares into ADRs?

Converting ordinary shares into ADRs must be done through a broker, an investment advisor or through Deutsche Bank Trust Company Americas. You can contact Deutsche Bank broker services desk on :+1 212 250 9100 or +44 207 547 6500.

What is an ADR ratio?

This is the relation between the numbers of ADRs and the number of ordinary shares. One TiGenix ADR represents twenty TiGenix ordinary share, i.e. the ratio is 1:20.

Where are TiGenix S.A. ADRs traded?

Since 15 December 2016, TiGenix ADRs are traded on NASDAQ under the symbol “TIG”. You can refer to http://www.nasdaq.com/symbol/tig

Who is TiGenix’s Depositary Bank for ADRs?

Deutsche Bank Trust Company Americas (Deutsche Bank). The depositary bank plays a key role in issuance as well as cancellation of ADRs. It also, inter alia, maintains the ADR holder register, distributes the dividends in US dollars (if applicable) and facilitates the exercise by the ADRs holders of their voting rights.

What is the difference between a registered holder and a beneficial ADR holder?

A registered holder is one whose name appears on the books of the depositary. The registered holder is considered the owner of the record. A beneficial holder is one whose holdings are registered in a name other than his or her own, such as the name of a broker, bank or nominee.