TomTom 2013 Annual Report Download - page 25

existing authority. The Foundation shall subscribe for the preferred
shares at par. Immediately after subscribing for preferred shares,
the Foundation shall proceed to pay one-fourth of the nominal
value of the preferred shares at the time of issue. Three-fourths of
the nominal amount shall only need to be paid upon call by the
company, without prejudice to the provisions of section 2:84 of the
Dutch Civil Code. The Foundation is entitled to exercise the option
right in one or more tranches. The possible issuance of preferred
shares to the Foundation will be temporary and subject to the
company's Articles of Association and the legislation on takeovers.
The company believes that the granting of rights to subscribe for
preferred shares to the Foundation may help to prevent, discourage
or otherwise delay unsolicited attempts to obtain (de facto) control
of the company. We also believe that this measure will strengthen
our position in relation to potential bidders, and allow us to seek
alternatives. Currently, there are no preferred shares outstanding.
The Management Board of the company and the Board of the
Foundation declare that the Foundation is independent vis à vis the
company.
Unless the preferred shares have been issued pursuant to a
resolution of the General Meeting, the company's Articles of
Association require that a General Meeting be held within one year
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 year thereafter for as long as preferred
shares remain outstanding.
Notification of Substantial Shareholdings
and Short Positions
Shareholders owning 3% or more of the issued capital of a listed
company (a substantial shareholding or short position) must report
this to the Netherlands Authority for Financial Markets (AFM) as
soon as this threshold is reached or exceeded.
Subsequently, notification to the AFM must be done as soon as a
substantial shareholding or short position reaches, exceeds, or falls
below a threshold. The thresholds are: 3%, 5%, 10%, 15%, 20%,
25%, 30%, 40%, 50%, 60%, 75% and 95% of the company’s
issued share capital.
As at 31 December 2013, the following shareholders owning 3%
or more of the company's voting rights were registered with the
AFM:
As at 31 December 2013, no substantial short positions in TomTom
were registered with the AFM.
Article 10 of the EU Takeover Directive
Decree
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.
Mandatory Corporate Governance
Statement
The Corporate Governance section can be considered to be the
corporate governance statement as referred to in Article 2a of the
Dutch Decree on additional requirements for annual reports as last
amended as of 1 January 2010, 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
financial reporting process are described in the In Control and
Responsibility Statement section of this annual report.
Name % voting rights
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 (Dasym/Janivo)110.2%
BNP Paribas Investment Partners SA 3.8%
1Flevo Deelnemingen IV BV is a 100% direct shareholder of Flevo Dasym BV and Flevo Janivo BV.
Corporate Governance / Continued
ANNUAL REPORT AND ACCOUNTS 2013 / 25