TomTom 2009 Annual Report Download - page 41

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In the Extraordinary General Meeting of
Shareholders in June 2009 it was confirmed that
the abovementioned authorisations were not limited
or affected in anyway by the authorisations which
were granted in connection with the equity issue.
The Management Board also has the power to issue
preference shares or to grant rights to subscribe for
preference shares. For further information on this
authority of the Management Board, see the
Protection Mechanism section below.
PRE EMPTIVE RIGHTS
A shareholder may exercise pre-emptive rights
during a period of at least two weeks from the date
of the announcement of the issue of shares. The
Management Board, subject to the prior approval of
the Supervisory Board, and if so designated by the
General Meeting of Shareholders, may restrict or
exclude shareholder pre-emptive rights. A resolution
by the General Meeting of Shareholders to
authorise the Management Board to exclude or
restrict pre-emptive rights requires a majority
of at least two-thirds of the votes cast, if less than
50% of our issued share capital is present or
represented at the General Meeting of Shareholders.
If the General Meeting of Shareholders has not
delegated this authority to the Management Board,
the General Meeting of Shareholders may itself vote
to restrict or exclude pre-emptive rights, but only
upon a proposal of the Management Board.
During the Annual General Meeting of Shareholders,
held in April 2009, a resolution was passed to extend
the authority of the Management Board to restrict
or exclude pre-emptive rights until 28 October 2010.
As a rule under Dutch law, no pre-emptive rights
exist with respect to shares issued to employees of
the company or a group company. Nevertheless, to
the extent necessary, the Management Board has
been authorised to exclude the pre-emptive rights
in connection with its authorisation to grant rights
to subscribe for shares under the Stock Option
Plans 2009.
REPURCHASE BY THE COMPANY OF ITS OWN SHARES
In accordance with the Articles of Association, subject
to certain conditions, the company may acquire fully
paid-up shares in the capital of the company for
consideration, subject to authorisation of the
General Meeting of Shareholders.
During the Annual General Meeting of Shareholders
in April 2009 the Management Board has been
authorised to acquire shares in the capital of the
company up to 10% of the issued share capital and
for a price of approximately the stock exchange price
with a margin of 10% of the stock exchange price.
Stock exchange price means: the average of the
closing price of the TomTom share according to the
Official Price List of NYSE Euronext Amsterdam on
the five consecutive trading days immediately
preceding the date of purchase. The authorisation
has been granted for a period of 18 months, until
28 October 2010.
PREFERENCE SHARES AS PROTECTION MEASURE
GENERAL
On 26 May 2005, the Stichting Continuïteit TomTom
(the “Foundation”) was established as an instrument
of protection against hostile takeovers and to protect
our interests in other situations. The purpose of the
Foundation is to safeguard our interests and those
of our subsidiaries in such a way that these interests
as well as the interests of all those involved in the
organisation, are safeguarded, and that influences,
which in contravention with those interests could
affect our independence, continuity and/or
corporate identity, are repelled.
We believe that the issue of preference shares or
the grant of rights to subscribe for preference
shares to the Foundation, may have the effect of
preventing, discouraging or delaying an unsolicited
attempt to obtain (de facto) control and may help us
to determine our position in relation to a bidder and
its plans, and to seek alternatives.
There are currently no preference shares
outstanding but a call option to issue preference
shares is in place.
COMPOSITION OF CONTINUITY FOUNDATION
In accordance with the Foundation’s Articles of
Association, the Board members are appointed by
the Board of the Foundation. The Board consists
of three members. On 11 March 2009, the Board
appointed Frans Koffrie as a member of the Board
with immediate effect. The other Board members
are Mick den Boogert and Robert de Bakker.
The Management Board of the company and the
Board of the Foundation declare that they are jointly
of the opinion that the Foundation is independent
from the company.
PROTECTION MECHANISM
Foundation Continuity TomTom
The company has granted the Foundation a call
option (the “Call Option”), entitling it to subscribe
for preference shares, equal to a maximum of 50%
of the aggregate issued and outstanding share
capital (excluding issued and outstanding preference
shares) of the company at the time of issue.