TomTom 2012 Annual Report Download - page 78

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TomTom Annual Report and Accounts 2012
76
Shareholder Information
TomTom is committed to providing a high degree of transparency in its reporting and engages in open dialogues with investors.
TomTom has an extensive communication programme with investors and sell side analysts, which includes the Annual General Meeting,
roadshows, investor conferences and in-house meetings.
TomTom strictly adheres to applicable rules and legislation on fair disclosure. It is our goal to inform investors as well as possible about the
company and its management, our strategy, goals and expectations. Investors and analysts are invited to contact us with any information
requests they have. We do not hold roadshows, attend conference or meet with investors or analysts shortly before the publication of our
quarterly results.
Listing
TomTom NV (TOM2 / ISIN: NL0000387058) has been listed on NYSE Euronext Amsterdam in the Netherlands since 27 May 2005. TomTom
is included in Euronext’s Amsterdam Mid-Cap Index (AMX). Share options of TomTom are traded on the Euronext Amsterdam Derivative
Market.
Financial calendar
23 April 2013 Publication Q1 2013 results and Annual General Meeting
25 July 2013 Publication Q2 2013 results
30 October 2013 Publication Q3 2013 results
Shares outstanding
At the end of the year TomTom NV had 221,895,012 shares outstanding. The number of options outstanding was 17,682,662.
The number of diluted shares outstanding was 222,235,303.
Major shareholders
At the end of 2012 the following shareholders with a holding (voting rights) of 5% or more were known to us:
# shares
% of shares
outstanding
Harold Goddijn 26,137,831 12%
Corinne Vigreux 26,137,831 12%
Pieter Geelen 26,137,831 12%
Peter-Frans Pauwels 26,137,831 12%
Flevo Deelnemingen IV BV 22,633,290 10%
BNP Paribas Investment Partners SA 11,187,435 5%
Protection mechanism
In 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. We have granted the Foundation a call option, entitling it to acquire from us preferred shares,
up to a maximum of 50% of our total issued and outstanding share capital (excluding issued and outstanding preferred shares). The issue
of preferred shares or the grant of rights to subscribe for preferred shares, may have the effect of preventing, discouraging or delaying
an unsolicited attempt to obtain control and may help us to determine our position in relation to a bidder and its plans, and to seek
alternatives.
In addition to the call option, the Management Board has the right to issue preferred shares. The authority is limited to 50% of the
aggregate issued and outstanding share capital (excluding issued and outstanding preferred shares) of the company at the time of issue.
As with the instrument in place for the Foundation, any possible issuances of preferred shares will be temporary and subject to the
company’s Articles of Association and the legislation on takeovers.
There are currently no preferred shares outstanding. More information on the protection mechanism can be found in the corporate
governance section on pages 17 to 22.