TomTom 2011 Annual Report Download - page 27

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if so designated by the General Meeting of Shareholders, may
restrict or exclude shareholder pre-emptive rights. As mentioned
above, 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 by the Management Board.
During the 2011 Annual General Meeting of Shareholders,
a resolution was passed to extend the authority of the
Management Board, subject to the prior approval of the
Supervisory Board, to restrict or exclude pre-emptive rights
in relation to shares issued pursuant to any authorisation as
mentioned in the Issue of Shares section above. In addition,
to the extent necessary, the Management Board has also been
authorised to exclude the pre-emptive rights in connection with
its authorisation to grant rights to subscribe for shares under the
TomTom Employee Stock Option Plan 2009 and the amended
TomTom Management Board Stock Option Plan 2009.
Repurchase by the company of its own shares
In accordance with the Articles of Association and subject to
certain conditions, the company may acquire fully paid-up shares
in the capital of the company for consideration. This is subject
to authorisation of the General Meeting of Shareholders. During
the Annual General Meeting of Shareholders in April 2011, the
Management Board has been authorised to acquire shares in the
capital of the company up to 10% of the issued share capital.
Transactions must be executed for a price of the stock exchange
price with a margin of 10%. Stock exchange price means: the
average of the closing price of the TomTom share according to the
Offi cial Price List of NYSE Euronext Amsterdam on the fi ve con-
secutive trading days immediately preceding the date of purchase.
The authorisation has been granted for a period of 18 months,
until 29 October 2012.
Preference shares as protection mechanism
—
General
On 26 May 2005, Stichting Continuïteit TomTom (the Foundation)
was established as a protection instrument against hostile
takeovers and to protect TomTom’s interests in other situations.
The purpose of the Foundation is to safeguard the company’s
interests and those of its subsidiaries as well as the interests of all
stakeholders of the organisation, and to ensure that infl uences
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
is required for an issue of shares pursuant to the exercise of a
previously granted right to subscribe for shares. The Management
Board continues to believe it is in the company’s best interests to
be able to react in a timely manner when certain opportunities
arise that require the issue of ordinary shares. Therefore, the
Management Board wishes to be authorised to issue ordinary
shares and to grant rights to subscribe for such shares when such
occasions occur without the need to obtain prior approval from its
shareholders at an Extraordinary General Meeting of Shareholders,
which would take valuable time to convene and may create
disruptive market speculation.
During the Annual General Meeting of Shareholders held in April
2011, a resolution was passed to extend the authorisation of
the Management Board to resolve to issue ordinary shares (or
grant rights to subscribe for such shares) until 29 October 2012.
This authority is limited to 20% of the number of issued ordinary
shares at the time of issue and subject to the following limitations:
– The Management Board has – with the prior approval of the
Supervisory Board – the authority to issue ordinary shares or to
grant rights to subscribe for ordinary shares up to 10% of the
number of issued ordinary shares at the time of issue, which
10% can be used for general purposes, including but not
limited to the fi nancing of mergers and acquisitions;
– The Management Board has – with the prior approval of the
Supervisory Board – the authority to issue ordinary shares or to
grant rights to subscribe for ordinary shares for an additional
10% of the number of issued ordinary shares at the time of
issue, which additional 10% can only be used in connection
with or on the occasion of mergers and acquisitions.
Separately, the Management Board, subject to the prior approval
of the Supervisory Board, has been authorised to grant rights to
subscribe for ordinary shares up to 3,350,000 ordinary shares for
the purpose of executing the TomTom Employee Stock Option
Plan 2009 and the TomTom Management Board Stock Option
Plan 2009, as amended in 2011. This authorisation is granted
for a period starting from the 2011 Annual General Meeting of
Shareholders until the Annual General Meeting of Shareholders to
be held in 2012.
In addition to the authorisations referred to above, until
29 October 2012, the Management Board has – with the prior
approval of the Supervisory Board – the authority 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
Unless restricted or excluded, 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