TomTom 2012 Annual Report Download - page 24

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TomTom Annual Report and Accounts 2012
22
Mandatory statement within the meaning of the
Governmental Decree of 20 March 2009 on Corporate
Governance
—
The Management Board states that all the information required
under the Dutch Governmental Decree of 20 March 2009 on
Corporate Governance is disclosed in the Corporate Governance
section of this annual report to the extent that it is applicable
to TomTom.
The main characteristics of the company’s internal risk
management measures and control systems connected to its
fi nancial reporting process are described in the Internal Control
section of this annual report.
Corporate Governance | continued
The issuance of preferred shares is intended as a temporary
measure. Unless the preferred shares have been issued by a vote
of the General Meeting, our Articles of Association require that
a General Meeting be held within six months after the issue of
preferred shares to consider their purchase or withdrawal. If no
resolution on the purchase or withdrawal of the preferred shares
is adopted at such a General Meeting, a General Meeting will be
held every six months thereafter for as long as preferred shares
remain outstanding.
Obligations of shareholders to disclose holdings
—
Under the Financial Supervision Act, any person who acquires or
disposes of certain threshold interests in the capital and/or the
voting rights of the company, must give written notice of such
acquisition or disposal. This applies where the percentage of
capital interest and/or voting rights held by such a person as a
result of such acquisition or disposal meets, exceeds or falls below
5%, 10%, 15%, 20%, 25%, 30%, 40%, 50%, 60%, 75% and
95% of the company’s issued and outstanding share capital.
To the best of our knowledge, as of 31 December 2012 no person
or legal entity held an interest in our ordinary share capital and/or
voting rights of more than 5% other than:
– Harold Goddijn 12%
– Corinne Goddijn-Vigreux 12%
– Pieter Geelen/Stichting Beheer Moerbei 12%
– Peter-Frans Pauwels/Stichting Beheer Pillar Arc 12%
– Flevo Deelnemingen IV BV (Cyrte/Janivo) 10%
– BNP Paribas Investment Partners SA 5%
These fi gures are derived from the AFM register of substantial
holdings.
Decree Article 10 of the EU Takeover Directive
—
The Management Board states that all the information required
under Article 10 of the EU Takeover Directive Decree is disclosed
in the Corporate Governance section of this annual report to the
extent that it is applicable to TomTom.