At the Forefront of Regenerative Medicine

Frank Hazevoets CFO and Company secretary Luc Van de Steen Member of the Board Brussels January 14, 2010

Notice
This document does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in the Company, nor shall any part of it nor the fact of its distribution form part of or be relied on in connection with any contract or investment decision relating thereto, nor does it constitute a recommendation regarding the securities of the Company. This document may contain forward-looking statements and estimates made by the Company, including with respect to the anticipated future performance of TiGenix and the market in which it operates. They include all matters that are not historical facts. Such statements, forecasts and estimates are based on various assumptions and assessments of known and unknown risks, uncertainties and other factors, which were deemed reasonable when made but may or may not prove to be correct. Actual events are difficult to predict and may depend upon factors that are beyond the Company's control. Therefore, actual results, the financial condition, performance or achievements of TiGenix, or industry results, may turn out to be materially different from any future results, performance or achievements expressed or implied by such statements, forecasts and estimates. Forward-looking statements, forecasts and estimates only speak as of the date of this document and no representations are made as to the accuracy or fairness of such forward-looking statements, forecasts and estimates. TiGenix disclaims any obligation to update any such forward-looking statement, forecast or estimates to reflect any change in the Companys expectations with regard thereto, or any change in events, conditions or circumstances on which any such statement, forecast or estimate is based.

The next 30 minutes

TiGenix at a glance The strategy and the execution 10 years of building the company Why an IPO and listing on Euronext Brussels? Corporate governance at TiGenix

TiGenix at a glance
Focus Regenerative medicine - Innovative local treatments for damaged and diseased joints ChondroCelect, autologous cell-based product for cartilage repair. First approved ATMP in Europe. ChondromimeticTM, resorbable implant for treatment of osteochondral defects. Approved in Europe (CE)

Products

Pipeline

Complementary regenerative medicine products, integrating biomaterials and adult stem cells
HQ in Leuven (Belgium); Manufacturing in Belgium, the Netherlands & Memphis (US); Cambridge (UK) Listed on Euronext Brussels since March 07 Raised in total mEUR 88
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Locations

Finance

Regenerative Medicine
Regenerative medicine replaces or regenerates human cells, tissue or organs, to restore or establish normal function

Regenerative Medicine

Cells

Biomaterials

Growth factors

Cell Therapy

Tissue Engineering

Products to regenerate tissues and cure patients

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TiGenix strategy
Indication scope Other Cardio Skin Muscle Spine Bone
tibia

TiGenix aims to be a global leader in regenerative medicine solutions for patients with damaged and arthritic joints
femur

articular cartilage

Ligaments
outer meniscus

Meniscus Cartilage Cells Biomaterials

inner meniscus

Growth factors

Technology scope
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Acquisition of Orthomimetics
Indication scope Other Cardio Skin Muscle Spine Bone Tendon Meniscus

UK based; spin-out from MIT and University of Cambridge Regenerative Medicine for a mobile, active life Lead product for osteochondral repair CE-marked, complementary to ChondroCelect: distinct indication, same point of sale Leading collagen-based biomaterials platform

Cartilage
Cells Biomaterials Growth factors

Technology scope
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Complementary market-ready product portfolio

Small lesions Large Lesions

Cartilage Damage Only

ChondroCelect

Cartilage and Subchondral Bone Damage

Chondromimetic
Osteochondral Plug

GMP Manufacturing
Europe
GMP approved cleanroom facility EU capacity secured for product launch New site and financing secured; Construction started upon approval

U.S.A (Memphis)
Operational cell expansion facility 1,500 m fully equipped cell culture and 2,000m expansion space Team in place

Process & Tech transfer

Ensuring transfer between R&D and manufacturing and between sites

EU market launch
Commercial core team in place
Key reference centers trained Ease of use supported Communication campaign ready Pricing and reimbursement on track

First (commercial) patients treated

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Innovative products in the pipeline

Further improvements to ChondroCelect
E.g. Cryopreservation

Development of enhanced delivery systems

E.g. for minimal invasive implantation

Development of products for meniscus repair

Cell free scaffold Cell-based combination products

Development of an adult stem cell platform

For treatment of other tissues In view of allogeneic treatments

Leveraging of Orthomimetics biomaterials platform

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Executing the strategy in 2009

ChondroCelect approved in EU by EMEA as first ATMP New EU manufacturing site secured and financed Acquisition of Orthomimetics
A second approved product in EU Biomaterials platform

Building the commercial core team for the launch

Cash use financed through private placements

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10 years of building the company

2000 2001 : Seed money / Grants / Bridge loan Initial seed funding: EUR 1.000.000
Gemma Frisius Fonds Founders K.U.Leuven R&D

Research grant: EUR 1.000.000

IWT

Bridge loan: EUR 800.000 Use of proceeds

Research & validation of patents Preparation of clinical trial
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10 years of building the company

2003 : series A round - VCs and Private equity entered EUR 12,000,000

Investors
ING Private Equity, Capricorn Venture Partners, Auriga Partners,

Fagus (Fortis) Conversion of bridge loan

Use of proceeds:
clinical development of lead product development and expansion of product pipeline and IP position setting up of in-house research laboratory strengthening the team

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10 years of building the company

2005 : Series B round EUR 16.000.000 Use of proceeds:
Drive regulatory process for ChondroCelect at FDA and EMEA

Set up network of key opinion leaders in EU and US

Develop pipeline & next generation ChondroCelect products Prepare TiGenix entry in the US

Investors
Existing investors Broader base of knowledgable investors

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Role & contribution from VCs and Private Equity

Challenger

Pre-investment Post-investment

Support (e.g. in recruiting) Sounding board & sparring partner : strategic direction Industry expertise & contacts More formality in corporate governance Financial reporting/communication Milestone driven

ROI : exit opportunities / dilution

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Why an IPO and listing on Euronext Brussels?

Additional source of funding Potential exit for VCs Creating visibility and awareness

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Stepping out of the comfort zone

IPO Project Tosca
Indicative timetable
Action / Event

Roadshow overview with institutional investors

13/nov 20/nov 27/nov 4/dec 11/dec 18/dec 25/dec 1/jan 8/jan 15/jan 22/jan 29/jan 5/feb 12/feb 19/feb 26/feb Week 1
M T W T

5/mrt Week 17

12/mrt Week 18
F M T W T

19/mrt Week 19
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26/mrt Week 20
F M T W T

2/apr Week 21
F M T W T

9/apr Week 22
F M T W T F

Week 2
F M T W T

Week 3
F M T W T

Week 4
F M T W T

Week 5
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Week 6
F M T W T

Week 7
F M T W T

Week 8
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Week 9
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Week 10
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Week 11
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Week 12
F M T W T

Week 13
F M T W T

Week 14
F M T W T

Week 15
F M T W T

Week 16
F M T W T

F M T W T

Kick-off meeting Determine offer structure

Legal/Finance A. Legal, Financial and business due diligence Preparation

Documentation Prospectus

Data room preparation Due diligence Comfort Letters, legal opinions Business Plan/Valuation Equity story Audited accounts IFRS Preparation of legal documents
- Underwriting agreement - Agreement among managers - Legal opinions

Signing
- Underwriting agreement - Agreement among managers

Prospectus drafting Present project to authorities Filling CBFA Review CBFA Approval CBFA Filing Euronext Board meeting Prospectus translation

Appointment of printers Prospectus printing Prospectus availability

Underwriters Legal Counsel

Issuers Legal Counsel

45 persons

Preparation of Management presentation

Syndicate Analyst meeting - availability research guidelines

Research/ Marketing/Research Marketing

Research preparation

Research distribution

Research black-out period

Listing + 40 days

Sales force briefing

Investor education

V4G
Strategic consultant

Preparation of Roadshow presentation

CITYGATE
PR Advisors

Presse conference

Offering Offering/Pricing Pricing

Retail meetings in Leuven and Gent Auditors Press meetings, Kanaal Z, VFB
Launch Price range Bookbuilding Pricing/allocation Listing Payment date

Roadshow

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New shareholder structure

Pre-IPO
Class A : Gemma Frisius Fund Class B : Founders (Gil Beyen and Frank Luyten) Class C : Universities Class D : Personnel Class E : VCs and private equity

Post-IPO
One class of shares

Retail Other funds Benelux funds Specialty funds

Class E

Free float

Class A Class B Class C Class D

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Advantages/inconveniences of a listing
Additional source of funding Listed shares as financing tool Creating visibility and awareness Regular reporting
Business update

+/- 13 M Orthomimetics acquisition +/- 16 M

Financial update (IFRS)

Transparancy Corporate governance Short term stock performance vs long term strategy
Open communication and corporate governance structures in place to contribute to the creation of long-term stakeholder value
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Governance structure at TiGenix

"one-tier" governance structure The Board of Directors is the ultimate decision-making body

The Board appointed a Chairman (who must always be different from the CEO) and a Company Secretary
The Board has delegated the Companys daily management to a managing director The Board has established

an Audit Committee, a Nomination and Remuneration Committee

Corporate Governance code

Shareholding structure
Important early stage investors still reference shareholders

ING Group, BNP-Paribas Fortis Group, Gemma-Frisius Key management Have brought Tigenix to where it is today Ensured stability

Institutional investors
Important new sources of funding Not represented in the Board Stable: show confidence in long term goals

Other Investors
Market actors Shorter term investors, variable and unknown

Role, powers and responsibilities of the Board

Develop a clear vision and strategy about the overall femur corporate goals
articular cartilage

TiGenix aims to be a global leader in regenerative medicine solutions for patients with damaged and arthritic joints Take, manage and control risks Control
- Review reporting (Audit committee) - Business and financial update - Supervise Corporate communication

tibia
outer meniscus inner meniscus

Accountability

- Reliable information to all stakeholders

Composition of the Board

Representation of key investors Important role of independent Board Members (Chairman, majority in committees) Chaired by strong and experienced person (W. Duron)
Close and intensive cooperation with CEO / Top management Steering together with CEO

Composition

Diversity in knowledge and experience (scientific, processes, financial, legal, market(ing) Acting in the interest of the company Medium-Long term mindset Room for discussion Adapt composition to Corporate needs throughout evolution

Individual requirements of the directors

Particular professional experience, knowledge and skills

Very active and engaged Board: Sufficient time to exercise their duties 2009: 14 meetings : Board involved soon in important decisions Important decisions regularly require second meeting Not purely Go/ No go decisions Responsible for acquiring and maintaining skills and knowledge

Chairman and secretary

Chairman of the Board Can not be the CEO Independent The leadership of the Board Drive decisions in the Board Support and advice to the CEO one on one meetings Company Secretary Advise the Board on all governance matters

Key to good corporate governance

Transparency and reliable information to all the stakeholders It is not just about the rules, it is about how you live Corporate Governance in your company

It is not just about the Board of Directors, it is about all levels in a company
Control is necessary, but lets not forget about strategy and entrepreneurship

Key to good corporate governance

Is all about Is not so much about

Means
Guidance Spirit Entrepreneurship Risk taking Assurance

Goal
Compliance Written rules Abuse Recklessness Guarantees

More legislation required?

Will this lead to better governance? What do we want to reach?
Different types of companies have different needs There is a need for flexibility and common sense Common ground: accountability and transparency The balance is essential More rules will not prevent abuse or fraud Procedures or disciplinary action

Corporate Governance is a building block for success in the long run but no guarantee for success

Thank you for your attention

TiGenix NV Romeinse straat 12 bus 2 3001 Leuven, Belgium T: +32 (0)16 39 60 60

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