TomTom 2007 Annual Report Download - page 43

37
TOMTOM ANNUAL REPORT 2007
Aresolution 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
tothe 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
preferenceshares, a General Meeting of
Shareholders will be held every six months
thereafter for as long as preference shares remain
outstanding.
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 tothe European
Economic Area with an official listing on Euronext
Amsterdam, 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 a 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. Such 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 compared with 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 surpasses the abovementioned thresholds as a
result of a change in our issued and outstanding
share capital or voting rights, that person is
required to make such notification no later than 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 it receives.
As at 31 December 2007, 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% (also based on the AFM register of
substantial holdings) other than:
Pieter Geelen/Stichting Beheer Moerbei 13.21%
Peter-Frans Pauwels/
Stichting Beheer Pillar Arc 13.21%
The Corinne Goddijn-Vigreux 2005 Trust 13.21%
The Harold Goddijn 2005 Trust 13.21%
Capital Research and
Management Company 5.45%
These percentages do not takeinto account the
impact of dilution on our ordinary shares, which we
arenot required to report to the AFM.