TomTom 2008 Annual Report Download - page 35

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Rotation schedule
On 27 October 2008, the Supervisory Board adopted the following rotation schedule.
Date of
Date of (re) appointment End of term possible reappointment
Guy Demuynck 23 April 2008 AGM 2012 AGM 2012
Karel Vuursteen 25 April 2007 AGM 2010 AGM 2010
Doug Dunn 25 April 2007 AGM 2011 AGM 2011
Rob van den Bergh 25 April 2007 AGM 2011 AGM 2011
Ben van der Veer 1 October 2008 AGM 2012 AGM 2012
A shareholder 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-emptive rights. 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
share capital 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 to restrict or exclude pre-emptive rights,
but only upon a proposal of the Management Board.
During the Annual General Meeting of Shareholders,
held in April 2008, a resolution was passed to extend the
current authority to restrict or exclude pre-emptive rights
(which expires on 13 May 2009) until 13 October 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, we will have the
proposals included in the notice we publish in a national
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, the company 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.
The current authority of the Management Board to issue
ordinary shares and to grant rights to subscribe for such
shares expires on 13 May 2009 and is limited to 20% of
the authorised ordinary share capital.
During the Annual General Meeting held in April 2008,
a resolution was passed to extend the abovementioned
authority until 13 October 2009. However, this resolution
includes the following limitations to the authority
effective as of 13 May 2009 (when the current
authorisation lapses) until 13 October 2009.
1. The Management Board has – with the prior approval
of the Supervisory Board – the irrevocable authority
to issue ordinary shares or to grant rights to
subscribe for ordinary shares up to 10% of the issued
ordinary share capital at the time of issue, which 10%
can be used for general financing purposes,
including but not limited to the financing of mergers
and acquisitions.
2. The Management Board has – with the prior approval
of the Supervisory Board – the irrevocable authority
to issue ordinary shares or to grant rights to
subscribe for ordinary shares for an additional 10%
of the issued ordinary share capital at the time of
issue, which additional 10% can only be used in
connection with or in the occasion of mergers and
acquisitions.