TomTom 2014 Annual Report Download - page 34

According to TomTom's Articles of Association, the following
decisions of the General Meeting require a majority of at least two-
thirds of the votes cast, representing more than 50% of our issued
share capital:
• Resolution to cancel a binding nomination for the appointment
of a member of the Management Board or the Supervisory
Board;
• Resolution to appoint a member of the Management Board or
the Supervisory Board in contravention of the binding
nomination by the Supervisory Board; and
• Resolution to dismiss or suspend a member of the Management
Board or the Supervisory Board.
In addition, in accordance with Dutch law, TomTom's Articles of
Association provide that, if less than 50% of our issued share capital
is represented at the meeting, certain decisions of the General
Meeting require a majority of at least two-thirds of the issued
capital represented. This includes decisions of our General Meeting
regarding:
• The restriction and exclusion of pre-emptive rights, or the
designation of the Management Board as the authorised body
to exclude or restrict such rights;
• The reduction of the issued share capital; and
• A legal merger or legal demerger of the company.
Amendment of the Articles of Association
The General Meeting may resolve to amend the Articles of
Association of the company if it acts on a proposal by the
Management Board that has also been approved by the Supervisory
Board.
A resolution of the General Meeting to amend the Articles of
Association requires an absolute majority of votes cast, irrespective
of the share capital represented at the General Meeting.
The company's Articles of Association were last amended at the
2013 General Meeting.
THE CAPITAL STRUCTURE
The company's authorised share capital amounts to €180,000,000
and is divided into 600,000,000 ordinary shares with a nominal
value of €0.20 each and 300,000,000 preferred shares, with a
nominal value of €0.20 each. On 31 December 2014, a total of
223,569,822 ordinary shares were issued and outstanding.
Issue of shares
The Management Board has the power to issue shares or grant
rights to subscribe for shares if so designated by the General
Meeting or the company's Articles of Association. This
Management Board resolution is subject to the prior approval of
the Supervisory Board. No resolution of the General Meeting or the
Management Board 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 that it should be in a position to react promptly when
business opportunities arise that require the issue of ordinary
shares. When such occasions arise, the Management Board
therefore wishes to be authorised to issue ordinary shares and to
grant rights to subscribe for such shares without the need to obtain
prior approval from company shareholders at an Extraordinary
General Meeting. Such meetings take time to convene and could
generate disruptive market speculation.
On 1 May 2014, the General Meeting passed a resolution extending
the Management Board's authorisation to resolve to issue ordinary
shares or grant rights to subscribe for such shares until 1 November
2015. This authority is limited to 10% of the number of issued
ordinary shares for general purposes, and an additional 10% in
connection with or on the occasion of a merger or acquisition, and
to restrict or exclude the pre-emption rights for existing
shareholders for such issue or grant of rights.
Separately, the Management Board has been authorised to grant,
subject to the prior approval of the Supervisory Board, rights to
subscribe for ordinary shares and to restrict or exclude the pre-
emption rights for existing shareholders for those rights, up to
2,200,000 ordinary shares for the purpose of executing the
TomTom Employee Stock Option Plan and the Management Board
Stock Option Plan. It was granted for a period starting from the
2014 General Meeting and ending with the General Meeting to be
held in 2015.
Repurchase by the company of its own shares
The 2014 General Meeting has resolved to authorise the
Management Board to acquire shares in the capital of the company
up to 10% of the issued share capital. The authorisation was
granted for a period of 18 months, and will be in effect until 1
November 2015.
PROTECTION MECHANISM
Foundation Continuity TomTom
A foundation, Stichting Continuïteit TomTom (the Foundation), was
established on 26 May 2005 to act as an instrument that protects
the company against hostile takeovers. The purpose of the
Foundation is to safeguard the interests of the company and all of
its stakeholders. It does so by ensuring that the company is in a
position to resist influences that could affect its independence,
continuity and/or corporate identity in any manner that would be
in contravention of the interests of the company or its stakeholders.
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.
This measure will strengthen the company's position in relation to
potential bidders, and allows the company time to seek alternatives
to hostile takeover bids.
On 23 April 2013, the General Meeting adopted the proposal of
the Management Board to grant the Foundation a call option
entitling it to subscribe for preferred shares up to one hundred per
cent (100%) of the aggregate nominal value of the outstanding
ordinary shares at the time of issue, up to a maximum of the number
of preferred shares included in the authorised capital at the time of
issue.
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
CONTENTS OVERVIEW MANAGEMENT
BOARD REPORT CORPORATE
GOVERNANCE SUPERVISORY
BOARD REPORT FINANCIAL STATEMENTS SUPPLEMENTARY INFORMATION
ANNUAL REPORT AND ACCOUNTS 2014 / 34