Oxurion NV — Audit Report / Information 2014

Apr 3, 2015

Tel.: +32 (0)2 778 01 00
Fax: +32 (0)2 771 56 56
www.bdo.be

The Corporate Village
Da Vincilaan 9 - Box E.6 Elsinore Building
Elsinore Building
B-1935 Zaventem

THROMBOGENICS NV

Statutory auditor's report to the General Shareholders Meeting of the company for the year ended 31 December 2014

BDO Bedrijfsrevisoren Burg. Ven. CVBA / BTW BE 0431 088 289 RPR Brussel
BDO Réviseurs d'Entreprises Soc. Civ. SCRL / TVA BE 0431 088 289 RPM Bruxelles

Fax: +32 www.bdo (0)2 778 01 00 (0)2771 5656 .be

The Corporate Viltage Da Vincilaan 9 - Box E.6 Etsinore Buitding B-1 935 Zaventem

Statutory auditor's report to the General Shareholders Meeting of the company ThromboGenics NV for the year ended 3l December 2014

As required by taw and the company's by-taws, we report to you in the context of our mandate of statutory auditor. This report includes our opinion on the statutory stand atone financial statements ("the financial statements"), as wetl as the required additional statements. The financial statements inctude the batance sheet as at 31 December 2014, the income statement for the year then ended, and the exptanatory notes.

Report on the financial statements - unqualified opinion

We have audited the financial statements of the company ThromboGenics NV for the year ended 31 December 2014, prepared in accordance with the financial reporting framework appticabte in Betgium, which show a batance sheet total of 218.116.015,77 EUR and a loss for the year of 51.231.339,44 EUR.

Responsibility of the board of Directors for the preparation of the financíal statements

The board of Directors is responsibte for the preparation of financial statements that give a true and fair view in accordance with the financial reporting framework appticabte in Betgium, and for such internal control as the Board of Directors determines is necessary to enabte the preparation of financiaI statements that are free from materiaI misstatement, whether due to fraud or error.

Responsibility of the statutory auditor

Our responsibitity is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with lnternational Standards on Auditing (lSA's). Those standards require that we compty with the ethical requirements and ptan and perform the audit to obtain reasonabte assurance about whether the financiaI statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financiaI statements. The procedures setected depend on the statutory auditor's judgment, including the assessment of the risks of materiaI misstatement of the financial statements, whether due to fraud or error. ln making those risk assessments, the statutory auditor considers the company's internaI control relevant to the preparation of financial statements that give a true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonabteness of accounting estimates made by the Board of Directors, as well as evatuating the overatt presentation of the financial statements.

BDO Bedrijfsrevisoren Burg. Ven. CVBA / BTW BE 0431 088 289 RPR Brussel BDO Réviseurs d'Entreprises Soc. Civ. SCRL / TVA BE 0431 088 289 RPM Bruxeltes

We have obtained from the Board of Directors and company officiats the exptanations and information necessary for performing our audit.

We betieve that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Unqualified opinion

ln our opinion, the financial statements of the company ThromboGenics NV give a true and fair view of the company's net equity and financial position as at 31 December 2014 and of its resutts for the year then ended, in accordance with the financial reporting framework applicabte in Belgium.

Report on other legal and regulatory requirements

The board of Directors is responsibte for the preparation and the content of the Director's report, as wetl as for the compliance with the legal and regulatory requirements regarding bookkeeping, with the Company Code and with the company's by-taws.

ln the context of our mandate and in accordance with the Betgian standards which are complementary to the lnternational Standards on Auditing (lSAs) as appticabte in Belgium, our responsibitity is to verify, in atl material respects, comptiance with certain tegal and regutatory requirements. On this basis, we make the fottowing additionat statements, which do not modify the scope of our opinion on the financial statements:

• . The Director's report inctudes the information required by the [aw, is consistent with the financiat statements and does not present any material inconsistencies with the information that we became aware of during the performance of our mandate.
• . Without prejudice to certain formal aspects of minor importance, the accounting records are maintained in accordance with the legaI and regulatory requirements appticabte in Belgium.
• . The appropriation of results proposed to the GeneraI Sharehotders Meeting compties with the retevant requirements of the law and the company's by'taws.
• . There are no transactions undertaken or decisions taken in breach of the by-laws or of the Company Code that we have to report to you.

• . ln accordance with articte 523 of the Company Code, we are atso required to report to you on the fotlowing transactions which have taken ptace:

• On 17 March 2014 the Board discussed the strategic review process. A number of directors stated that they had a conftict of interest within the meaning of articte 523 of the Betgian Company Code with regard to the strategic review, and more specificatly, the preparation by the Company of, and the potential entry by the Company into, ^a transaction with a strategic partner invotving a pubtic takeover bid on all of the Company's shares and warrants, in the context of which certain information witl need to be provided to interested parties. The financial consequences impty direct or indirect expenses related to, among other things, the time and effort of the management, fees for the financial advisor, expenses related to organizing a virtual data room and further expenses related to external [ega[ counsel advising on a possibte transaction. The financiaI consequences cannot be determined precisely but have been estimated by the Board between EUR 5 Mio and EUR 10 Mio, being that this estimate took into account a realization of the transaction. Given that the Company finatty decided to continue on a stand alone basis, financial consequences have been [imited to less than 0,1 MioEUR.

• o Atso on 17 March 2014 the Board was faced with a conflict of interest with respect to indemnity agreements issued to David Guyer and Thomas Ctay. This conflict of interest has risen because it was proposed that both David Guyer and Thomas Ctay entered into separate indemnification agreements with the Company. The aforementioned directors refrained from participating in the deliberation and the decision making process with regard to the aforementioned decision. As the maximum financiat impact of the indemnification agreements for the Company is not capped, the financiaI consequences are not known. We however point out that as stated in the notes to the annual accounts the Company at this stage is not invotved in any litigation with regard to this indemnification agreements.
• Furthermore on 17 March 20'14 the Board approved a special incentive and retention arrangement in favor of the CEO and CFO in order to create an incentive in their contribution to (i) the search for a strategic partner, (ii) the success of a possible Transaction and (iii) the retention of key team members during this process. Patrik De Haes and Chris Buyse have declared that they had a conftict of interest within the meaning of articte 573 of the Belgian Company Code with regard to this point and refrained from participating in the deliberation and the decision-making process with regard to the aforementioned decision. Later in the year, the CFO teft the Company as well as it was decided to cancel the arrangement with respect to the CEO, and instead to inctude the CEO in the management retention ptan. Based on the uttimate decision taken on this subject by the Board on 28 August 2014 the financial consequences of this retention arrangement are up to 187 kEUR. o
• On 26 June 2014 the Board decided to appoint Lugo BVBA, represented by Luc Phitips as lnterim-CFO. As Mr. Phitips was a non-executive director as a representative of Lugost BVBA, a conftict of interest has risen and Mr Phitips refrained from participating in the detiberation on and the decision-making process with regard to this decision. The financial consequences of his appointment have been up ro 114 kEUR over the financial year 2014. o
• On 28 August20l4 the Board has discussed the warrant ptan 2014 which uttimately has been approved by the Shareholders' Meeting on 4th of December 2014. ViBio BVBA, represented by its permanent representative, Mr Patrik De Haes (CEO) has stated that he had a conftict of interest in accordance with article 523 of the Betgian Company Code for the approval of warrants that have been granted to him and therefore did not o

take part in the deliberation and decision making. At year end2014, there are no financial consequences retating to this decision as no warrants were granted to ViBio. Finatty on 28 Augusl2014 the Board decided to increase the CEO's severance pay to 12 months instead of 6 months. ViBio BVBA, represented by its permanent representative, Mr Patrik De Haes (CEO) stated that he had a conftict of interest in accordance with articte 523 of the Betgian Company Code with regard to this decision and therefore did not take part in the detiberation and decision making. The financial consequences of this decision could equal up to 6 months' fixed pay of the CEO's monthty fixed payment.

, 16 March 201 ⁵

BDO Réviseurs d'Entreprises Soc. Civ. SCRL Statutory auditor Represented by Bert Kegets