TomTom 2015 Annual Report Download - page 54

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CORPORATE GOVERNANCE
TOMTOM / ANNUAL REPORT AND ACCOUNTS 2015 / 53
SHARES AND SHAREHOLDER’S
RIGHTS
FUNCTIONING OF THE GENERAL MEETING
The General Meeting is held at least once a year and generally
takes place in Amsterdam, the Netherlands. The General Meeting
is convened by public notice via the company's corporate
website: corporate.tomtom.com/agm.cfm.
The compilation of the annual report is a recurring agenda item,
as well as the adoption of the annual accounts, the release from
liability of the members of the Management Board and
Supervisory Board and the execution of the remuneration policy
during the present year. When deemed necessary in the interests
of the company, an Extraordinary General Meeting may be
convened by resolution of the Management Board or the
Supervisory Board. On 8 October 2015, an Extraordinary General
Meeting was convened to appoint Taco Titulaer as member of the
Management Board.
Shareholders may appoint a proxy who is then empowered to
vote on their behalf in the General Meeting. The minutes and the
resolutions of the General Meeting are recorded in writing. The
minutes will be made available to the shareholders on TomTom's
corporate website no later than three months after the meeting.
VOTING RIGHTS
Each of our ordinary shares and preferred shares is entitled to
one vote. Shareholders may vote by proxy. The voting rights
attached to any company shares held by the company are
suspended as long as they are held in treasury.
Resolutions of the General Meeting are adopted by an absolute
majority of votes cast, except where Dutch law or TomTom's
Articles of Association provide for a special majority.
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
2015, a total of 230,495,981 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 24 April 2015, the General Meeting passed a resolution
extending the Management Board's authorisation to resolve to