TomTom 2006 Annual Report Download - page 35

Corporate Governance 33 TomTom Annual Report 2006
Corporate Governance
Continued
Our Articles of Association grant the Management Board
the irrevocable authority to issue preference shares, or
grant rights to subscribe for preference shares, up to a
maximum of 50% of the outstanding share capital of
ordinary shares, for a period of two years ending on 13
May 2007, subject to the approval of the Supervisory
Board. A resolution extending this authority until 13 May
2009 was passed during the Annual General Meeting of
Shareholders held in April 2006.
A resolution of our Management Board to issue preference
shares, or to grant rights to subscribe for preference
shares, as a result of which the aggregate nominal value
of the issued preference shares will exceed 50% of the
outstanding capital of ordinary shares at the time of issue,
will at all times require the prior approval of the General
Meeting of Shareholders.
Upon the issue of preference shares, subscribers for
preference shares must pay at least 25% of the nominal
value of the preference shares. Each transfer of preference
shares requires the prior approval of the Management
Board and Supervisory Board.
No resolution of the General Meeting of Shareholders
or the Management Board is required for an issue of
preference shares pursuant to the exercise of a previously
granted right to subscribe for preference shares (including
the right of the Foundation to acquire preference shares
pursuant to the Call Option).
The issue of preference shares is meant to be temporary.
Unless the preference shares have been issued by a vote
of the General Meeting of Shareholders, our Articles of
Association require that a General Meeting of Shareholders
be held within six months after the issue of preference
shares to consider their cancellation and redemption.
If the General Meeting of Shareholders does not resolve
to redeem and cancel the preference shares, a General
Meeting of Shareholders will be held every six months
thereafter for as long as preference shares remain
outstanding. The Management Board must provide a
justification for such issue or grant of rights to subscribe
for preference shares (but not for the issue of preference
shares) at the General Meeting of Shareholders held within
four weeks after the date of issue or grant, unless such
explanation has been given at an earlier General Meeting
of Shareholders.
The issue of preference shares in this manner would cause
substantial dilution to the voting power of any shareholder,
including a shareholder attempting to gain control of us.
Obligations of shareholders to disclose holdings
Under the Dutch Financial Supervision Act (
Wet op het
financieel toezicht
), any person who, directly or indirectly,
acquires or disposes of an interest in the capital and/or the
voting rights of a limited liability company incorporated
under Dutch law with an official listing on a stock exchange
within the European Economic Area, or a company
organised under the laws of a state that is not a member
of the European Union or party to the European Economic
Area, with an official listing on Eurolist by Euronext, must
give written notice of such acquisition or disposal if, as a
result of such acquisition or disposal, the percentage of
capital interest and/or voting rights held by such person
meets, exceeds or falls below one of the following
thresholds: 5%, 10%, 15%, 20%, 25%, 30%, 40%,
50%, 60%, 75% and 95% of a company’s issued and
outstanding share capital. Notification must be given to the
Dutch securities regulator (
Autoriteit Financiële Markten)
(the “AFM”
) without delay.
Under the Financial Supervision Act, we are required to
inform the AFM immediately if our issued and outstanding
share capital or voting rights change by 1% or more since
our previous notification. Other changes in our capital
or voting rights need to be notified periodically. The AFM
will publish such notification in a public register. If a
person’s capital or voting rights meets or passes the
abovementioned thresholds as a result of a change in
our issued and outstanding share capital or voting rights,
such person is required to make such notification
ultimately on the fourth trading day after the AFM has
published our notification as described above.
The AFM keeps a public register of all notifications made
pursuant to these disclosure obligations and publishes any
notification received by it.
As at 31 December 2006, we do not know of any person
or legal entity holding an interest in our ordinary share
capital and/or voting rights of more than 5% other than:
Pieter Geelen 14.24%
Peter-Frans Pauwels 14.24%
The Corinne Goddijn-Vigreux 2005 Trust 14.24%
The Harold Goddijn 2005 Trust 14.24%
These percentages do not take into account the impact of
dilution on our ordinary shares which we are not required
to report to the AFM.