TomTom 2009 Annual Report Download - page 39

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GENERAL MEETING
FUNCTIONING GENERAL MEETING OF SHAREHOLDERS
The Annual General Meeting of Shareholders must
be held within six months of the end of each
financial year. An Extraordinary General Meeting of
Shareholders may be convened, whenever our
interests so require, by the Management Board or
the Supervisory Board.
Shareholders representing alone or in aggregate at
least one-tenth of our issued and outstanding share
capital may, pursuant to the Dutch Civil Code and
our Articles of Association, request that a General
Meeting of Shareholders be convened. If such
General Meeting of Shareholders has not been
convened within 14 days, or is not held within one
month following such a request, the shareholders
are authorised to call such a General Meeting of
Shareholders themselves.
Shareholders holding at least 1% of our issued and
outstanding share capital, or shares representing a
value of at least €50 million according to the Daily
Official List, may submit proposals for the agenda.
Provided we receive such proposals no later than the
60th day before the General Meeting of Shareholders,
we will have the proposals included in the notice.
To facilitate the attendance of shareholders at General
Meetings of Shareholders, a record date is set.
Shareholders registered at such date are entitled to
attend the meeting and to exercise other shareholder
rights during the meeting, notwithstanding the
subsequent sale of their shares after the record date.
The record date can be set to a maximum of 30 days
before the General Meeting of Shareholders. It is
our practice to set the record date on 10 days before
the General Meeting of Shareholders. The admitted
institutions (aangesloten instellingen) in the
Netherlands will not block the shares registered to
attend the General Meeting of Shareholders. We
have taken note of proposed legislation which
includes a fixed record date.
The notice of the General Meeting of Shareholders
shall take place, in accordance with Dutch law and
the Articles of Association. Currently, the notice has
to be made at least 15 days before the meeting.
The proposed legislation referred to above also
aims to facilitate the participation of shareholders
at (general shareholders) meetings. Pursuant to
the proposed legislation, the notice period will
increase to give shareholders the opportunity to
purchase shares before the record date in order to
be able to attend the shareholders meeting.
Shareholders may appoint a proxy who can vote on
their behalf in the General Meeting of Shareholders.
The minutes of the General Meeting of
Shareholders shall be recorded and will be made
available to shareholders on the website no later
than three months after the meeting. Shareholders
are given the opportunity to provide their comments
in the subsequent three months, and thereafter the
minutes are adopted by the Chairman and the
secretary of the meeting. The adopted minutes are
also available on the website and, upon request, by
post or e-mail. Also, the voting results will be
published on the website after the General Meeting
of Shareholders.
VOTING RIGHTS
Each of our ordinary shares and preference shares
is entitled to one vote. Shareholders may vote by
proxy. The voting rights attached to any of our
shares held by us are suspended as long as they are
held in treasury.
Resolutions of the General Meeting of Shareholders
are adopted by a simple majority, except where
Dutch law or our Articles of Association provide for
a special majority.
Rotation schedule
On 21 July 2009, the Supervisory Board adopted the following rotation schedule.
Date of
Date of (re) appointment End of term possible reappointment
Karel Vuursteen 25 April 2007 AGM 2010 AGM 2010
Doug Dunn 25 April 2007 AGM 2011 AGM 2011
Guy Demuynck 23 April 2008 AGM 2012 AGM 2012
Rob van den Bergh 25 April 2007 AGM 2011 AGM 2011
Ben van der Veer 1 October 2008 AGM 2012 AGM 2012
Peter Wakkie 28 April 2009 AGM 2013 AGM 2013
Joost Tjaden 30 June 2009 AGM 2013 AGM 2013