TomTom 2007 Annual Report Download - page 41

35
TOMTOM ANNUAL REPORT 2007
SHARES AND SHAREHOLDERS’ RIGHTS
Issue of ordinary shares and pre-emptive rights
The Company may issue ordinary shares, or grant
rights to subscribe for ordinary shares, pursuant
to a resolution of the General Meeting of
Shareholders, upon proposal of the Management
Board, subject to the prior approval of the
Supervisory Board.
If so designated by the General Meeting of
Shareholders or our Articles of Association, we may
issue ordinary shares, or grant rights to subscribe
for ordinary shares, pursuant to a resolution of the
Management Board, subject to the prior approval of
the Supervisory Board. No resolution of the General
Meeting of Shareholders or the Management Board
is required for an issue of ordinary shares pursuant
to the exercise of a previously granted right to
subscribe for ordinary shares.
During the Annual General Meeting of Shareholders
held in April 2006, a resolution was passed which
grants the Management Board the irrevocable
authority toissue ordinary shares, or grant rights
to subscribe for ordinary shares, up to a maximum
of 20% of our authorised share capital of ordinary
shares, for a period of two years, starting on
13 May 2007 (i.e. expiration dateof such authority
previously granted) and ending on 13 May 2009.
Dutch company law and our Articles of Association
in most cases giveshareholders pre-emptive rights
to subscribe on a pro rata basis for any issue of
newshares. Exceptions tothese pre-emptive rights
include the issue of shares (i) to our employees,
(ii) in return for non-cash consideration, or (iii) to
persons exercising a previously granted right to
subscribe for shares. Holdersof ordinary shares
do not have pre-emptive rights with respect to
preference shares to be issued and holders of
preferenceshares do not have pre-emptive rights
with respect to ordinary shares.
Ashareholder may exercise pre-emptive rights
during a period of two weeks from the date of the
announcement of the issue of shares. The
Management Board, subject to the prior approval
of the Supervisory Board, and if so designated by
the General Meeting of Shareholders, may restrict
or exclude shareholder pre-emptiverights. A
resolution by the General Meeting of Shareholders
to authorise the Management Board to exclude or
restrict pre-emptive rights requires a majority of at
least two-thirds of the votes cast, if less than 50%
of our issued sharecapital is present or represented
at the General Meeting of Shareholders. If the
General Meeting of Shareholders has not delegated
this authority to the Management Board, the
General Meeting of Shareholders may itself vote
torestrict or exclude pre-emptive rights, but only
upon a proposal of the Management Board.
During the Annual General Meeting of
Shareholders held in April 2006, a resolution was
passed which grants the Management Board the
irrevocable authority to restrict or exclude pre-
emptive rights for a period of two years starting on
13 May 2007 (i.e. the expiration date of such authority
previously granted) and ending on 13 May 2009.
General Meetings of Shareholders and
voting rights
The Annual General Meeting of Shareholders must
be held within six months of the end of each
financial year. An Extraordinary General Meeting of
Shareholders may be convened, whenever our
interests so require, by the Management Board or
the Supervisory Board. Shareholders representing
alone or in aggregate at least one-tenth of our
issued and outstanding share capital may, pursuant
to the Dutch Civil Code and our Articles of
Association, request that a General Meeting of
Shareholders be convened. If such General Meeting
of Shareholders has not been convened within 14
days, or is not held within one month following
such a request, the shareholders are authorised to
call such a General Meeting of Shareholders
themselves.
The notice convening a General Meeting of
Shareholders must include the agenda, indicating
the items for discussion, as well as any voting
proposals. Shareholders holding at least 1% of our
issued and outstanding share capital, or shares
representing a value of at least €50 million
according to the Daily Official List, may submit
proposals for the agenda. Provided we receive such
proposals no later than the 60th day before the
General Meeting of Shareholders, wewill havethe
proposals included in the notice we publish in a
national newspaper distributed daily in The
Netherlands and also in the DailyOfficial Listat
least 15 days before the meeting.
The Management Boardmay determine a record
date to establish which shareholders are entitled to
attend and voteat the General Meeting of
Shareholders. There is no attendance quorum.
Each of our ordinary shares and preference shares
is entitled to one vote. Shareholders may vote by
proxy. The voting rights attached to any of our
shares held by us are suspended as long as they
areheld in treasury.