TomTom 2011 Annual Report Download - page 29

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capital, or voting rights, change by 1% or more compared with
our previous notifi cation. Other changes in our capital or voting
rights need to be notifi ed periodically. The AFM will publish such
notifi cation in a public register. If a person’s capital or voting rights
meet or surpass the above mentioned thresholds as a result of
a change in our issued and outstanding share capital or voting
rights, that person is required to make such notifi cation no later
than the fourth trading day after the AFM has published our
notifi cation as described above.
The AFM keeps a public register of all notifi cations made pursuant
to these disclosure obligations, and publishes any notifi cation it
receives. As at 31 December 2011, 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 as at 31 December 2011) other than:
– Harold Goddijn 11.8%
– Corinne Goddijn-Vigreux 11.8%
– Pieter Geelen/Stichting Beheer Moerbei 11.8%
– Peter-Frans Pauwels/Stichting Beheer Pillar Arc 11.8%
– Flevo Deelnemingen IV BV (Cyrte/Janivo) 8.4%
Decree article 10 of the EU Takeover Directive
—
According to Decree Article 10 of the EU Takeover Directive,
TomTom is required to report on, amongst others, its capital
structure, restrictions on voting rights and the transfer of
securities, signifi cant shareholdings in TomTom, the rules
governing the appointment and dismissal of members of the
Management Board and the Supervisory Board, the amendment
of the Articles of Association and the powers of the Management
Board (in particular the power to issue shares or to repurchase
shares). The Management Board states that the information
required to be disclosed under the Decree Article of the 10 EU
Takeover Directive, to the extent applicable to TomTom, is included
in this Corporate Governance section of this annual report.
Mandatory statement within the meaning of the
Governmental Decree of 20 March 2009 on Corporate
Governance
—
According to the Dutch Governmental Decree of 20 March
2009 on Corporate Governance (the ‘Decree’), TomTom has to
publish a statement on corporate governance (the ‘Corporate
Governance Statement’). The Corporate Governance Statement
has to report on compliance with the Code. In addition, the
Corporate Governance Statement must provide information on the
functioning of the General Meeting of Shareholders including its
main rights, the composition of the Management Board and the
Supervisory Board including its committees and the information
that must be disclosed pursuant to the Decree Article 10 of
the EU Takeover Directive. The Management Board states that
the aforementioned information is included in this Corporate
Governance section. In accordance with the Decree, the Corporate
Governance Statement must also describe the main characteristics
of the internal risk management and control systems connected
to the company’s fi nancial reporting process. This description is
included in the Internal Control report and is, for the purpose
of complying with the Decree, included for reference in this
Corporate Governance section.
Mandatory statement for large companies within the
meaning of 2:153 Dutch Civil Code
—
In 2008, a statement within the meaning of clause 2:153 (1)
Dutch Civil Code was fi led with the Trade Register which provides
that TomTom NV meets the requirements as set out in clause
2:153 (2) Dutch Civil Code. As announced in our 2010 annual
report, due to the fact that the exemption of clause 2:153 (3)
(B) Dutch Civil Code applied to TomTom NV, the aforementioned
statement was cancelled following the adoption of the 2010
Annual Accounts by the Annual General Meeting of Shareholders
in 2011.