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Annual
Report
2023

|  | Contents |  | We are TomTom |  |  | Financials |  |  |
|  |  | Message from the CEO | 3 |  | Consolidated financial statements | 72 |  |
|  |  | At a glance | 4 |  | Consolidated statement of income | 73 |  |
|  |  | Our strategy | 5 |  | Consolidated statement of comprehensive income | 73 |  |
|  |  |  | How we create value | 6 |  | Consolidated balance sheet | 74 |  |
|  |  |  | Our businesses | 7 |  | Consolidated statement of cash flows | 74 |  |
|  |  |  | Our technologies and products | 9 |  | Consolidated statement of changes in equity | 75 |  |
|  |  |  | Financial review | 12 |  | Notes to the consolidated financial statements | 76 |  |
|  |  |  | Operational review | 15 |  |  |  |  |
|  |  |  |  |  |  | Company financial statements | 105 |  |
|  |  |  | Sustainability |  | Company statement of income | 106 |  |
|  |  |  |  | Company balance sheet | 106 |  |
|  |  |  | Our approach to sustainability | 17 |  | Notes to the company financial statements | 107 |  |
|  |  |  | Social | 21 |  |  |  |  |
|  |  |  | Environmental | 27 |  | Other information | 110 |  |
|  |  |  | Governance | 29 |  | Other information | 111 |  |
|  |  |  | EU Taxonomy | 33 |  | Independent auditor's report | 112 |  |
|  |  |  | Governance |  | Non-financial information |  |
|  |  |  | Corporate governance | 35 |  | Non-financial indicators | 118 |  |
|  |  |  | Management Board | 38 |  | EU Taxonomy information | 125 |  |
|  |  |  | Supervisory Board | 41 |  | GRI index | 128 |  |
|  |  |  | Supervisory Board report | 45 |  | Limited assurance report | 133 |  |
|  |  |  | Remuneration report | 50 |  |  |  |  |
|  |  |  | Risk management and control | 62 |  | Supplementary Information |  |
|  |  |  | Investor relations | 68 |  |  |
|  |  |  | Management Board statements | 69 |  | Key figures overview | 136 |  |
|  |  |  |  |  |  | List of subsidiaries | 139 |  |
|  |  |  |  |  |  | Definitions and abbreviations | 140 |  |
|  |  |  |  |  |  | Forward-looking statements | 141 |  |
|  |  |  |  |  |  | Non-GAAP measures | 142 |  |

|  | TOMTOM NV | ANNUAL REPORT 2023 | PAGE 1 |

|  | TOMTOM NV | ANNUAL REPORT 2023 | PAGE 2 |

We are TomTom |  |
Message from the CEO | 3 |  |
At a glance | 4 |  |
Our strategy | 5 |  |
How we create value | 6 |  |
Our businesses | 7 |  |
Our technologies and products | 9 |  |
Financial review | 12 |  |
Operational review | 15 |  |

Dear Stakeholders,
We delivered on our strategic priorities in 2023. We
launched our new TomTom Orbis Maps which are built on
an industry standard we are setting. Our Location
Technology business showed good growth a nd we made
important steps in improving our profitability. This is a
testament to the enduring commitment of all TomTom’ers,
whose dedication and hard work were vital in achieving
these important milestones.
The successful launch of our new TomTom Orbis Maps in
2023 is the result of a multi-year journey that saw us
overhaul our mapmaking platform from the ground up. Our
mapmaking capabilities are now founded on a common
standard and we can integrate quality-controlled open and
third-party datasets, publish the data as a consistent map,
and expose the map to applications.
This provides a scalable way to collect and manage location
data, allows us to create greatly improved maps that are
growing faster than any other, and gives customers and
partners the ability to add their own data to these maps. As
such, we are now better able to create value for customers
and their end-users and drive business growth.
We also forged a growing alliance of organizations that
support and promote the universal standard our maps are
built on. The Overture Maps Foundation we founded with
Amazon Web Services, Meta, and Microsoft is governed by
the Linux Foundation guidelines for open-source projects.
This year, the foundation has been joined by large
companies like ESRI and Hyundai Motor Group. Together, we
are creating an ecosystem to which everyone can add and
benefit from.
Location technology serves as a catalyst for both
environmental and social impact. As such, the impact of our
technologies extends beyond our customers and partners, to
the broader society. We help reduce emissions by optimizing
drivers' routes, supporting the transition to electrified
mobility, and enabling optimized resource management. In
addition, our technologies promote road safety and allow for
the democratization of access to accurate and valuable
location data, making social impact.
As a pioneer in mapmaking, we are harnessing the
transformative power of generative AI to improve efficiency,
foster innovation, and add value. We have equipped our
teams with the tools and knowledge for effective and
responsible AI usage. The past year saw us delivering AI-
based products, ranging from a state-of-the-art voice
assistant for automotive to the world’s first location plugin for
ChatGPT.
While we expect our TomTom Orbis Maps and new
innovations to support long-term growth, we were able to
accelerate revenue growth in our Location Technology
segment in 2023, with our Automotive business consistently
performing better than overall car production trends in our
core markets.
Automotive Backlog increased to a record of €2.5 billion,
underlining the confidence carmakers have in our ability to
support them in their transition to the software-defined
vehicle.
Our Enterprise business showed resilience, expanding our
Road Analytics offering to the Microsoft Azure Marketplace
and making further inroads in the US location analytics
market with our class-leading historical and live traffic data.
We expect that the further roll-out of our new maps will
enable us to power new use cases in Enterprise, opening up
a broad range of growth opportunities. Commercially, our
sales organization has a promising funnel of prospects,
whom we aim to gradually convert into customers over time.
I’m convinced that TomTom is positioned extremely well to
cater to the needs of the industry, with our new maps
powering a wealth of location technology-based applications,
both today and tomorrow. I would like to sincerely thank all
our stakeholders, including our people, our customers, and
our shareholders, for their support during the year.
HAROLD GODDIJN
Chief Executive Officer, TomTom N.V.

| MESSAGE FROM THE CEO |  |

|  | WE ARE TOMTOM | PAGE 3 |

| KEY FIGURES |  |
| €491 million |  |
| Location Technology revenue (2022: €436 million) |  |
| €2.5 billion |  |
| Automotive backlog 1 (2022: €2.4 billion) |  |
| €32 million |  |
| Free cash flow 1 (2022: -€29 million) |  |
| 1. Non-GAAP measure, refer to page 142 |  |

The locat ion
technology
specialist
TomTom has been helping people and business find their
way in the world for more than three decades. We are a
diverse team of 3,700 talented individuals, working across
offices in 22 countries to shape the future of mobility.
Bridging billions of data points, millions of sources, and
hundreds of communities, we create the location technology
to power ever more sophisticated use cases. Our
application-ready maps, routing, real-time traffic information,
application programming interfaces (API), and software
development kits (SDK) are relied upon by millions of
customers, partners, and end-users around the globe.
Our journey started in 1991, with the development of software
for business-to-business mobile applications, and led to the
creation of a new product, the portable navigation device
(PND). The TomTom PND became one of the fastest-selling
consumer technology devices in history, making our name
synonymous with navigation.
Thirty years and billions of kilometers down the road, our
journey has evolved into an unwavering focus on creating
the world’s smartest map. Capitalizing on our decades of
experience, we are embracing open data and promoting a
mapmaking standard to enable collaboration and innovation.
Our mapmaking platform, inherently compatible with this
standard, automatically ingests all relevant data, creating the
maps that answer the needs of today and tomorrow. On top
of this, we provide the ability and tools necessary for
customers to innovate on and work with our maps.
Today, we stand as the leading independent location
technology specialist, and as the demands and requirements
for location technology continue to grow, we are excited to
seize the opportunities that lie ahead.

| AT A GLANCE |  |

|  | WE ARE TOMTOM | PAGE 4 |

| Our people and offices |  |  |
| Offices in |  | Workforce of |
| 22 countries |  | 3,700 employees |
| Our business |  |  |
| Location Technology |  | Consumer |
| With two sales channels |  |  |
| > Automotive > Enterprise |  |  |
| Our products |  |  |
| Application layer |  | Geographic data |
| > Services > Development solutions |  | > Maps |

Setting the industry standard for maps
We are at the forefront of an industry shift. 2023 saw the
launch of our new TomTom Orbis Maps. They are built on a
universal standard and integrate open data in a quality-
controlled manner, offering the richness, accuracy, and
versatility the market demands.
There is an ever-growing demand for location technology.
Whether operating an automated vehicle, managing a fleet of
trucks, or delivering a meal, location technology is critical.
The number of applications powered by location technology
is only growing. Importantly, these applications are becoming
increasingly advanced, leading the requirements for location
technology to increase continuously.
At the same time, there is a large volume of location data
produced in every instance. This includes automated signals
from phones and cars, and contributions from communities
like OpenStreetMap (OSM). The OSM community built a rich
database over the years, has unmatched editing capabilities,
and continues to grow at an accelerated pace.
This data holds great potential, but bringing it together is
hard. The data is non-standardized and the available maps
are built on proprietary formats and systems. This means that
businesses and developers who want to use all data or stitch
things together lack a single solution for all their needs.
The future of location technology demands a standardized
approach, and we are at the forefront of this shift. Together
with industry partners, we have crafted a universal map
standard that provides a scalable way to collect and manage
location data. This allows us to create greatly improved maps
that are growing faster than any other, and gives customers
and partners the ability to add their own data to these maps.
As such, we are now better able to create value for
customers and their end-users and drive business growth.
We co-founded the Overture Maps Foundation to promote
this standard specification for maps, bringing uniformity and
consistency across data and applications, and allowing
companies to easily exchange location data.
The Overture Maps Foundation is governed by the Linux
Foundation's guidelines for open-source projects. Large
technology companies, including Amazon Web Services
(AWS), Meta, and Microsoft have adopted the Overture
standard, and adoption has grown throughout 2023.
TomTom’s new mapmaking platform is inherently compatible
with this standard and automatically ingests all relevant data.
This means we can leverage data from the OSM community
and from the companies contributing data through the
Overture Maps Foundation. These open data sources are
supplemented by our proprietary data, to create maps that
answer the needs of today and tomorrow. With this new
approach to mapmaking, we aim to provide a canvas for
others to build on and add content to.
We started the rollout of TomTom Orbis Maps in 2023 and
aim to expand geographical coverage and features,
supporting increasingly sophisticated use cases. Our
approach offers the industry a much-needed, scalable way to
collect and manage geospatial data and a richer map with
better coverage and more data types. A map that is growing
faster than any other map and offers the flexibility to add
proprietary data.
We expect the rollout of TomTom Orbis Maps to further
improve our competitive position in Automotive and to
support new opportunities in Enterprise. We aspire to foster
growth and achieve scale and operating leverage that will
take us on a path to profit and cash generation.
We strive to deliver superior, sustainable long-term value to
our customers and shareholders, while acting responsibly
towards the planet and society, in partnership with all our
stakeholders. To this end, we have deployed a
comprehensive set of commitments across all environmental,
social, and governance (ESG) dimensions that guide the
execution of our strategy.

| OUR STRATEGY |  |

|  | WE ARE TOMTOM | PAGE 5 |

Creating sustainable long-term v alu e
We are navigating a world increasingly reliant on location
technology. Our unique market position as an
independent, global mapmaker allows us to address the
needs of today and tomorrow.
Our strategy centers around our collaborative approach to
m apmaking and innovative mapmaking platform, which
integrates a vast array of data sources in an automated and
standardized manner. This includes signals from phones and
cars, contributions from communities like OSM, and data
from companies that have adopted the common standard for
location data we are promoting through the Overture Maps
Foundation. This integration of open-source and proprietary
data gives rise to our expansive, rich, and fresh TomTom
Orbis Maps that provide meaningful customer value.
Within the location technology value chain, we are both a
data gatherer and aggregator, as well as a value creator. We
gather data from various upstream sources, including our
customers, the OSM community, and companies contributing
data through the Overture Maps Foundation.
Downstream, we serve customers from various sectors,
including technology companies, carmakers, and developers,
who use our maps to add content and enhance their
services. Our products and services are distributed through
various channels, including live information feeds, ensuring
our location technology reaches end-users in a way that
greatly enhances their location-based experiences.
Importantly, our approach to mapmaking is not just about
creating smarter maps – it's about establishing a universal
language for maps. By promoting a standard specification for
maps, we enable easy exchange of location data across
different applications and companies. This uniformity
facilitates the creation of a shared and inclusive mapmaking
ecosystem. We provide a canvas for others to build on,
empowering customers and partners to enrich the maps we
all use, fostering increased in novation.
As such, our location technology's impact does not stop at
our customers, but extends to broader society. It serves as a
catalyst for both environmental and social impact.
By optimizing drivers' routes, supporting the transition to
electrified mobility, and enabling optimized resource
management, we facilitate emissions reductions. In addition,
our technologies promote road safety and allow for the
democratization of access to accurate and valuable location
data, resulting in important social impact. In short, our work
stretches beyond creating innovative products and services
to shaping a more sustainable, dependable, and equitable
world.
We're committed to continual improvement. As such, while
the basis of our value creation model remained in place, we
matured our collaborative mapmaking approach this year.
Further, we listen to our people and encourage them to drive
location technology forward, learn from our partners' input to
enhance our products and services, and take stakeholder
feedback to heart. By doing so, we intend to expand the
value we create and the contribution we make to an
increasingly connected and sustainable world.

| HOW WE CREATE VALUE |  |

|  | WE ARE TOMTOM | PAGE 6 |

Capturing value from the
trends shaping and
transforming industries
MARKET OPPORTUNITIES
Location technology holds unique power to unlock new
business models, revolutionizing existing industries and
igniting the creation of entirely new ones. Continually
updated location data, richly detailed maps, and intelligent
routing algorithms are altering the way we perceive and
interact with the world around us. They serve as the driving
force behind a plethora of use cases across a variety of
sectors.
Fleet managers, logistics companies, and infrastructure
planners use location data to drive operational
improvements or enhance decision-making, while industries
like travel and social media can employ maps to enhance
their offerings. The potential applications for location
technology are vast and growing, as it continues to drive a
competitive edge.
Simultaneously, the automotive industry is witnessing a shift
towards electrification, automation, and software-defined
vehicles. This evolution is challenging and reshaping
conventional thinking about navigating, fueling, and the very
act of driving itself. Carmakers are rethinking the way cars
operate. To drive future differentiation, they are prioritizing
software that better addresses the interdependencies
between the digital and the physical world, supporting
seamless user experiences and enhanced automation.
Location technology plays a pivotal role in this.
R eliance on location technology is set to rise as new use
cases gain wider adoption. D emand and expectations for
location technology are growing. At the same time, the
amount of location-related data being generated is quickly
expanding. To meet these evolving needs, we bring this data
together on a standard that we have co-created, thereby
fostering an open and inclusive ecosystem.
This collaborative mapmaking approach not only allows us to
serve a significantly larger addressable market but also adds
more value to our partners. It underlines our commitment to
harnessing the full potential of location technology, driving
innovation, and shaping the future of mobility.
OUR CUSTOMERS
As the leading independent location technology software
company, we play a central role in advancing location
technology. Our maps, software, and services are leveraged
by customers across a variety of industries. We define two
customer segments, Location Technology and Consumer.
LOCATION TECHNOLOGY
To maximize our ability to capture market opportunities and
better serve our customers, we distinguish between two
sales channels within Location Technology, Enterprise and
Automotive. Both business are projected to exhibit robust
growth in the coming years.

| OUR BUSINESSES |  |

|  | WE ARE TOMTOM | PAGE 7 |

Enterprise
Our Enterprise business helps make companies more
competitive through location technology, driving adoption
and strong market growth. It enables organizations to
streamline their operations, leading to operational
excellence. Location technology can also be utilized to
enrich companies’ products and services.
TomTom’s Enterprise customers include some of the world’s
largest and most innovative technology companies that use
our products such as maps and traffic in their operations. At
the same time, we serve a vast array of small businesses and
developers through easily integrable online services,
delivered through APIs and SDKs.
Our collaborative approach to mapmaking and advanced
mapmaking platform enable us to add more value to a
significantly larger part of the market. We aspire to double
our market share within existing growth segments, such as
logistics and on-demand markets, as we will be able to
significantly increase the value we bring to our partners. With
our improved maps, we are also entering into new market
segments that we haven’t addressed so far.
Our investments in the application layer, meanwhile, have led
to improved APIs and enhanced SDKs. These enable us to
tap into a broader target audience of developers, whom we
will support in building their businesses. Our relationship with
the developer community will help us gain valuable insights
in their needs and enable us to capture potential and
generate leads.
Automotive
Our Automotive customers, including carmakers and Tier-1
suppliers, are leveraging location technology as a key
enabler for improved in-car software experiences. Drivers
increasingly expect a seamless experience from the software
in their car, in terms of software updates, access to their
digital life, and the availability of myriad applications. In
addition, the shift toward cars being increasingly reliant on
software allows OEMs to monetize connectivity and generate
recurring revenue from the dashboard, with features like on-
demand, in-vehicle commerce and subscription-based
feature packages.
We serve Automotive customers with our comprehensive
m ap-based products and a range of Automotive-specific
products, catering to over 50 Automotive brands. Carmakers
integrate our products into their vehicles' application
systems, including the digital cockpit, navigation system, and
location-based vehicle automation and advanced driver
assistance systems (ADAS). Owing to their modular structure
and standardized nature, Automotive customers can
integrate any combination of our products and services into
their cars.
C ONSUMER
Our Consumer business equips drivers with navigation
solutions, offering directions, guidance, and information
about the road ahead. We offer consumer products in the
form of portable navigation devices (PNDs) and mobile
applications, enhancing the driving experience with greater
ease, efficiency, and safety.

| OUR BUSINESSES CONTINUED |  |

|  | WE ARE TOMTOM | PAGE 8 |

Charting new paths with smarter maps
OUR TECHNOLOGIES
Our technology supports our key activities. These include the
creation of geographic data, such as our maps and real-time
traffic, as well as the provision of customer-facing online
services, such as map updates, online routing, and others.
Lastly, our technology supports us in developing and
releasing device software.
Creation of geographic data
Our geographic data is created continuously by processing
and integrating data from a broad variety of sources. The
promotion of a universal standard for location data and use
of extensive partnerships make it possible to pool all relevant
data on a common basis. In this way, community-sourced
data, data from partners, floating car data (FCD), sensor-
derived observations (SDO), data from our mobile mapping
(MoMa) vehicles, and other public and commercial sources,
can be combined into one global map.
To integrate this data, we have invested in proprietary
software systems, chief among which is our advanced
mapmaking platform. To enable greater throughput and
higher and more repeatable and reliable quality, we have
automated our mapmaking processes to a large extent. Data
is quarantined before it is integrated into the map, in order to
validate and quality-check all signals. In addition, we often
integrate overlapping sources to provide a more accurate
representation of reality than could be provided by each
individual source. In the geospatial context, this is called
conflation.
We continuously update our maps to reflect a constantly
changing reality. Next to keeping our maps up to date, we
define and create new types of geographic data, such as
lane-level geometry to support automated driving.
Real-time traffic data, for instance, is inherently volatile.
Hence, our traffic creation application system creates a new
traffic feed every 30 seconds.
Provision of customer-facing online services
To allow customers to leverage our geographic data, we
create software and tools for easy implementation. Location
technology is often implemented as an online service or as a
package of multiple online services.
Customers can leverage our software and content feeds
through APIs. They may leverage any combination of
products in their mobile, vehicle, or server-side application
systems, such as OEMs integrating up-to-date maps, real-
time traffic feeds, and navigation software into their digital
cockpits.
We have technologies in place to create these expansive
software libraries to power diverse sets of applications. In
addition, our technologies enable ingestion of FCD and SDO
data provided by our customers, as well as any data they
would like to add to the maps they are using themselves.
Development and release of device software
We develop device-side software for web developers,
mobile app developers, and vehicle-integrated systems,
which we deliver as SDKs.
Our device software consists of Maps SDKs, vehicle software
libraries, and the TomTom Digital Cockpit. Maps SDKs serve
as a more productive way for developers of web and mobile
applications to use our Maps APIs. In addition, they support
developers in implementing device-side functions that they
would otherwise have to develop themselves.
Vehicle software libraries are geared toward OEMs, and
typically involve software for use of both onboard as well as
online maps. A fully integrated example of these libraries is
the TomTom Digital Cockpit.
Our Maps SDK, vehicle software libraries, and TomTom
Digital Cockpit framework of libraries include software that
supports device-side application use cases, as well as
software that implements the user interface, capitalizing on
the user experience design capabilities we have developed
as a consumer electronics company.

| OUR TECHNOLOGIES AND PRODUCTS |  |

|  | WE ARE TOMTOM | PAGE 9 |

OUR PRO DUCT S
Our product portfolio follows from our unique technologies
and capabilities to create meaningful geographic data,
provide customer-facing online services, and develop and
release device software.
In essence, our product portfolio is a reflection of these
capabilities. Its foundation is our geographic data offering,
which includes our highly detailed, accurate, and fresh maps
as well as our customer-facing mapmaking functionalities. On
top of this geographic data, we provide an application layer,
enabling the easy integration and leveraging of our smart
maps and location-related data.
Geographic data
Our geographic data offering is the cornerstone of our
product portfolio. It includes our multi-layer maps and the
extended functionalities of the TomTom Orbis Platform.
Importantly, in 2023, we launched TomTom Orbis Maps,
representing a step change in the quality and versatility of
our maps.
Our multi-layer maps consist of a base map and value-add
layers. The base map contains the core features of the world
– the road network, borders, buildings, and points of interest
(POI). Atop these base layers, other features are built,
including TomTom's value-add layers.
V alue-add data layers are built using TomTom's sources.
They range from information on speed restrictions, lanes,
and turn restrictions on particular road segments to highly
detailed information for advanced display and specialized
routing use cases. This data is typically used by larger
companies who integrate the data into their solutions. This
creates a deep dependency on critical data to power their
applications.
An important part of our geographic data relates to road
networks, from highways to residential streets. Our road
network data is used for search, vehicle navigation, location-
dependent ADAS functions, and automated driving.
In addition, our multi-layer maps contain information on traffic
and travel-related matters, including static and dynamic data
related to off-street parking, on-street parking, fuel stations,
electric vehicle (EV) charging points and speed cameras.
Examples of dynamic travel information data are availability
of parking spaces, fuel prices, and EV charging station
occupancy. This data is available to customers as historic
data for analysis and decision-making and offered in real-
time, as one of our services.
Our multi-layer maps are offered as a variety of different
products, each one being geared toward a different use
cases. These include our SD (standard definition) map, our
ADAS and HD (high definition) road network map, and our
traffic and travel-related data and service, providing
information on traffic flows and a variety of incidents
including jams, closures, and roadworks. These maps are
available in a variety of formats, from uncompiled data to
easy-to-leverage Maps APIs. The latter are part of our service
offering, as discussed on the next page.
Our collaborative approach to mapmaking and advanced
mapmaking platform ensure that our map data conforms to a
common standard, so that customers can easily contribute
their own data to the map and run map analytics. These
additional functionalities are offered through our mapmaking
platform and bolster collective innovation.

| OUR TECHNOLOGIES AND PRODUCTS CONTINUED |  |

|  | WE ARE TOMTOM | PAGE 10 |

SD Map
Our SD M ap is designed to meet application functions to
display a map, search for a location, and navigate to the
location, including support for routing, directions, and turn-
by-turn guidance. It describes the road network, including
street names, addresses, and much more.
Natural features, such as coastlines, rivers, and land use are
also available, as well as building footprints, country borders,
and several categories of POIs.
Traffic & Travel
Our traffic data includes our real-time traffic and speed
profiles for predicting expected travel times. Our onboard
and online routing software uses our traffic data for finding
the fastest route and providing more accurate expected
travel times, which navigation application users experience
as a more accurate estimated time of arrival (ETA). In
addition, our traffic data is used in our Road Analytics
product suite, which is discussed below.
ADAS and HD Maps
Our ADAS M ap provides road network data required by
location-dependent ADAS functions. The ADAS road network
data is a subset of the data in our SD M ap and includes road
geometry and ADAS attributes, such as road curvature and
gradient.
This information is used to advance vehicle autonomy and
driver comfort. For example, a car's ADAS systems may allow
it to save on fuel by using our gradient information to avoid
changing gears near the summit of a hill.
Our HD M ap also provides road network data, including
three-dimensional lane geometry and road sign geometry,
with greater location precision than our SD and ADAS M ap.
This supports automated driving applications such as
automatic lane keeping and localization, whereby map data
and sensor data are being matched to accurately determine
the position of the vehicle.
Services
To allow for easy integration and leveraging of our
geographic data offerings, we offer various services, often
made available through APIs. These include tools for map
display, routing, and search, as well as tools to easily
leverage our traffic and travel-related information. As regards
the latter, we offer an integrated suite of Road Analytics
products, offered through our portal and APIs, to provide the
insights needed to make smarter mobility-related decisions.
These tools play a pivotal role in making the connection
between our content and the applications that they power,
whether through routing, search, or traffic. The services
provide low-friction access to our products and software. For
more details, please refer to our developer portal.
Solutions
To maximize the value we bring to customers, we also
provide ready-made software packages for customers to
integrate at once into their products. For instance, our
modular Navigation SDK for Mobile enables developers and
businesses to build on top of navigation software and
content. It combines all of TomTom’s location APIs with turn-
by-turn navigation to create an effective toolkit for
developers. Further, the TomTom Digital Cockpit provides
OEMs with an extensive framework of software libraries,
significantly reducing the development time and effort in
bringing a vehicle digital cockpit to market.

| OUR TECHNOLOGIES AND PRODUCTS CONTINUED |  |

|  | WE ARE TOMTOM | PAGE 11 |

Growth in Location Technology revenue
yields 5% free cash flow margin

(€ in millions, unless stated otherwise) |  | 2023 |  | 2022 |  | YoY change
Location Technology |  | 490.7 |  | 436.4 |  | 12%
Consumer |  | 94.1 |  | 99.9 |  | -6%
Revenue |  | 584.8 |  | 536.3 |  | 9%
Gross profit |  | 495.8 |  | 449.7 |  | 10%
Gross margin (%) |  | 85% |  | 84% |  |
EBITDA 1 |  | 23.6 |  | -40.9 |  |
EBITDA margin (%)1 |  | 4% |  | -8% |  |
Operating result (EBIT)1 |  | -20.0 |  | -97.6 |  |
Operating margin (%)1 |  | -3% |  | -18% |  |
Net result |  | -21.0 |  | -102.7 |  |
Free cash flow (FCF)1, 2 |  | 32.0 |  | -29.2 |  |
Free cash flow as a % of revenue |  | 5% |  | -5% |  |

1. This is a non-GAAP measure and is further explai ned on page 142.
2. Free cash flow excludes restructuring charges related to the Maps realignment announced in June 2022.
Revenue
Group revenue was €585 million, 9% higher compared with 2022. Location Technology,
consisting of Automotive and Enterprise, showed 12% year-on-year revenue growth.
Automotive reported a considerable revenue growth of 32% compared with last year. The
increase in revenue is driven by increased car production volumes, take rates, and market
share gains. This was complemented by a positive impact from a change, made in 2022,
to the way we identify performance obligations for new map subscriptions and the related
timing of revenue recognition, aligning with the evolving nature of our products and
service s. Excluding the impact of the latter, year-on-year revenue growth for Automotive is
estimated at 16%. Automotive operational revenue in creased by 16%, outperfor ming the
year-on-year growth of car production volumes in our core markets of 11%.
Enterprise revenue showed a 16% year-on-year decrease. This decrease was in line with
our expectations and reflects the renewal of certain contracts at lower contract values in
combination with unfavorable foreign exchange movements.
Consumer revenue was €94 million in 2023, 6% lower compared with last year.
From a regional perspective, 60% of 2023 revenue was generated in Europe (2022: 59%),
23% in North America (2022: 26%) and 17% in the rest of the world (2022: 15%).
Gross profit
The gross margin for the year was 85%, an in crease of 1 percentage point due to higher
proportion of high-margin Location Technology revenue compared with 2022. The gross
profit for the year was €496 million, 10% higher than in 2022.
Operating expenses
Total operating expenses for 2023 were €516 million compared with €547 million in
2022. Both 2023 and 2022 included restructuring charges with a net effect of €8 million
and €26 million respectively. Excluding these restructuring expenses, total operating
expenses decreased from €521 million in 2022 to €508 million in 2023.
R&D operating expenses de creased by €18 million due to a combined effect of the
efficiency gains resulting from last year's Maps realignment and lower amortization.
Sales and Marketing expenses in creased by €7 million, among others, due to a ramp up
of our sales activities to drive further growth.
General & Administrative expenses excluding restructuring charges, showed an year-on-
year de crease of €2 million.
Net result
The total net result for the year was a loss of €21 million (2022: loss of €103 million).
Balance sheet
Total assets de creased by €12 million, from €808 million at the start of the year to €796
million at the end of December 2023. This decrease mainly reflects further amortization of
our map database (€19 million) and the divestment of our e quity interest in Cyient Ltd (€14
million), partly offset by an increase in cash.
Deferred revenue of €433 million decreased marginally compared with the €439 million
at the end of last year. The movement reflects lower deferred revenue across all units.

| FINANCIAL REVIEW |  |

|  | WE ARE TOMTOM | PAGE 12 |

Cash flow
Total cash flow from operating activities in 2023 was an inflow of €33 million, an increase
of €64 million compared with last year (outflow of €31 million in 2022). The year-on-year
increase is mainly the result of higher EBITDA.
Total cash flow from investing activities in 2023 was an outflow of €54 million compared
with an outflow of €31 million in 2022. Cash flow from investing activities includes the
movement of cash placed in fixed-term deposits. Next to that, it included the divestment
of our equity interest in Cyient Ltd. this year, resulting in proceeds of €15 million.
Excluding both items, cash used in investing activities amounted to €12 million, an
in crease of €2 million compared with previous year (2022: €10 million), mainly due to
investments related to our office buildings.
Free cash flow 1 was an inflow o f €21 million compared with an outflow of €42 million in
2022. Free cash flow 1 excluding the cash-out related to Maps reorganization as
announced in June 2022, was an inflow of €32 million, which represents 5% of group
revenue (2022: -5%).
Cash and liquidity
The cash flow from financing activities for the year was an outflow of €23 million
compared with an outflow of €10 million in 2022. The year-on-year increase is explained
by a €12 million outflow relating to our share buyback program.
In 2023, 49 thousand options (2022: 519 thousand options) were exercised resulting in a
€0.4 million cash inflow for the year (2022: €4.1 million).
At the end of 2023, TomTom had no outstanding bank borrowings and reported a net
cash 1 position of €315 million (2022: €304 million).
Outlook
For 2024, our projections are cautiously optimistic. Based on our current strategic plans
and the solidity of our business model, we expect continued growth in our Location
Technology revenue, along with an improvement in our free cash flow.
We expect group revenue in 2024 to be between €570 and €600 million. Location
Technology revenue is expected to be between €490 and €520 million. In addition, free
cash flow 1 is expected to exceed 5% of group revenue.
We will continue to invest to improve our competitive position and capture market
opportunities. We forecast for 2024 a modest increase in our cash spend compared with
2023.
The total number of employees in 2024 is expected to be comparable with the end of
2023.
1. Free cash flow (FCF) and net cash are non-GAAP measures and are further explained on page 142.

| FINANCIAL REVIEW CONTINUED |  |

|  | WE ARE TOMTOM | PAGE 13 |

Record Automotive backlog
Location Technology
• Automotive backlog in creased to €2.5 billion (2022: €2.4 billion). The year-on-year
improvement of the backlog was the result of a strong order intake, partly offset by
some customers' revisions of near-term car production volumes.
• Location Technology generated revenue of €491 million in 2023, a 12% in crease year
on year.
• Automotive revenue was €342 million in 2023, 32% higher compared with last year.
This increase includes the impact of a change, made in 2022, to the way we identify
performance obligations for new map subscription contracts, reflecting the evolution of
our products. Excluding this net year-on-year impact of around €40 million, the year-on-
year revenue growth for Automotive is estimated at 16%.
• Automotive operational revenue in 2023 was €343 million compared with €296 million
in 2022, an in crease of 16%. The year-on-year increase in car production volumes in our
core markets was 11%. We define our core markets as Europe (excl. CIS) and North
America.
• Enterprise revenue for the year was €148 million, 16% lower compared with 2022,
mainly as some contract renewals reflect decreased usage and therefore lower contract
values in combination with weakening of the U.S. Dollar.
• EBITDA and EBIT improved year on year reflecting higher revenue.

(€ in millions, unless stated otherwise) |  | 2023 |  | 2022 |  | YoY change 1
Automotive |  | 342.3 |  | 260.0 |  | 32%
Enterprise |  | 148.4 |  | 176.4 |  | -16%
Total revenue |  | 490.7 |  | 436.4 |  | 12%
EBITDA 2 |  | 31.1 |  | -15.6 |  |
EBITDA margin (%) |  | 6% |  | -4% |  |
Operating result (EBIT)2 |  | -11.3 |  | -71.2 |  |
EBIT margin (%) |  | -2% |  | -16% |  |

1. Change percentages and totals calculated before rounding.
2. T he EBIT and EBITDA measure and the reconciliation to the income statement is further explained in note 5 of
the consolidated financial statements.
Consumer
• Consumer generated revenue of €94 million in 2023, a 6% de crease year on year, in
line with our expectations given the declining PND market.
• EBITDA and EBIT improved slightly year on year as the decline in revenue was offset by
improved product margins.

(€ in millions, unless stated otherwise) |  | 2023 |  | 2022 |  | YoY change 1
Consumer products |  | 86.0 |  | 92.7 |  | -7%
Automotive hardware |  | 8.1 |  | 7.2 |  | 12%
Total revenue |  | 94.1 |  | 99.9 |  | -6%
EBITDA 2 |  | 7.8 |  | 7.4 |  |
EBITDA margin (%) |  | 8% |  | 7% |  |
Operating result (EBIT)2 |  | 6.9 |  | 6.5 |  |
EBIT margin (%) |  | 7% |  | 6% |  |

1. Change percentages and totals calculated before rounding.
2. The EBIT and EBITDA measure and the reconciliation to the income statement is further explained in note 5 of
the consolidated financial statements.

| FINANCIAL REVIEW CONTINUED |  |

|  | WE ARE TOMTOM | PAGE 14 |

2023 operational highlights
Location Technology deals
In 2023, we were awarded several Location Technology
deals, building on existing customer relationships and
forging new ones.
For example, we expanded our partnership with SAP,
providing our services to SAP’s suite of software products
worldwide. TomTom Maps APIs are now integrated with the
cloud-based solution SAP HANA Spatial Services, providing
companies with faster routing, search, and map display
without the need for in-house map expertise.
Moreover, we were successful in the location analytics
space. Analytics provider Alteryx, for instance, now
integrates TomTom data and Maps APIs into its new cloud-
based analysis tools, enabling users to apply more advanced
analytical techniques and easily visualize their analyses.
Integrated TomTom data amplifies analysis by adding more
than 50 layers of cartographic data, such as roads,
waterways, parks, and more.
In addition, we secured deals for our Traffic product with
location analytics providers StreetLight, Flow Labs, and PTV
Group.
The Traffic deal with StreetLight, in the US, involves the
integration of our historical and real-time traffic data.
Streetlight executes thousands of monthly analyses for
transportation professionals and will integrate our global data
into its growing line of cloud-based products.
Flow Labs, a leader in transportation software specializing in
artificial intelligence (AI) and transportation data integration,
meanwhile, will incorporate TomTom Traffic data into their AI
applications that support transportation agencies with real-
time optimization and insights, for any road, at any time.
PTV Group’s new automated transport modeling solution,
PTV Model2Go is integrating TomTom Traffic data to
significantly reduce the time and effort it takes to model
transportation patterns in entire cities or regions. This new
cloud-based solution delivers automated network and
demand transportation models in as little as one week,
leveraging TomTom data.
Further, we announced a multi-year contract with
Bridgestone Mobility Solutions to support businesses in
optimizing their fleets. As part of the extended relationship,
Webfleet incorporates TomTom's latest EV data and routing
products into their solutions, allowing them to support
customers in accelerating their transition to electrified
mobility while safeguarding cost-effectiveness and reliability.
Products and Milestones
We launched our new TomTom Orbis Maps across our core
markets of North America and Europe. Drawing on the power
of AI and machine learning, TomTom Orbis Maps taps into
the richness of OpenStreetMap, combining this ‘super
source’ with many others to create a rich and near real-time
map that can power the most advanced use cases ranging
from on-demand services to automated driving.
To ensure customers can tailor our maps to fit any brand, we
introduced Map Maker, a cloud-based and highly
customizable tool that enables businesses and developers to
design, test, and publish maps for various use cases like in-
car navigation, browsing, and data display.
We further leveraged the recent advances in generative AI,
and large language models (LLM) in particular, to develop the
TomTom plugin for ChatGPT. This first-of-its-kind LLM plugin
for location technology enables subscribers of ChatGPT Plus
to use AI to plan trips and discover and explore new places.
In addition, by leveraging Microsoft's advancements in AI, we
developed a fully integrated, AI-powered conversational
automotive assistant that enables more sophisticated voice
interaction with infotainment, location search, and vehicle
command systems. Drivers can converse naturally with their
vehicle and ask the AI-powered assistant to navigate to a
certain location, find specific stops along their route, and
vocally control onboard systems.
We also introduced new Live Speed Restrictions as an
addition to our ADAS portfolio. The solution captures
dynamic and temporary speed limit information along a
driver’s route to increase speed limit accuracy and improve
road safety. By enabling safer driving, it also helps OEMs
deliver on Intelligent Speed Assistance (ISA) requirements.
In terms of milestones, we more than doubled our ADAS
installed base thanks to our strong product offering,
combined with increasing take rates due to heightened
safety requirements. We now serve over 30 automotive
brands with our ADAS solutions, with over one-third of all
new automated vehicles coming equipped with an ADAS
map supported by TomTom.
The introduction of the new Peugeot E-3008 marked a fresh
highlight in our long-standing relationship with Stellantis. The
new electric fastback SUV is built on Stellantis’ next-
generation platform and features TomTom’s full stack of
location-based products.
Collaborations
The Overture Maps Foundation founded by TomTom, AWS,
Meta and Microsoft welcomed 13 new contributing and
general members, in its continued effort to promote a
technical standard for mapmaking and build open map
datasets. Throughout the year, the Overture Maps
Foundation established its data schema and Global Entity
Reference System, and released several open datasets.
For more information
tomtom.com/company/press-releases/

| OPERATIONAL REVIEW |  |

|  | WE ARE TOMTOM | PAGE 15 |

|  | TOMTOM NV | ANNUAL REPORT 2023 | PAGE 16 |

Sustainability |  |
Our approach to sustainability | 17 |  |
Social | 21 |  |
Environmental | 27 |  |
Governance | 29 |  |
EU Taxonomy | 33 |  |

T omTom's commitment to sustainability
At TomTom, we are dedicated to creating long-term value
and are committed to doing this in a sustainable manner.
We firmly believe that these two objectives go hand in
hand, as future sustainability is essential for the success of
our business as well as the well-being of our stakeholders.
Our commitment to sustainability is reflected in the positive
impact we make through product and service innovation, as
well as our efforts to minimize the negative impact of our
operations.
We enable businesses to make smarter decisions, support
governments planning infrastructure investments, help
drivers avoid congested roads, and so much more. Our
products and services help reduce mobility emissions and
advance road safety. Beyond our products and services'
immediate sphere of influence, we strive to inspire the next
generation of tech talent and innovators, and regularly
organize initiatives that give back to the communities in
which we operate.
At the same time, we seek to minimize any negative effects
originating from our operations, and are committed to
operational sustainability. This is promoted through our
company policies and programs, in which sustainability
considerations play key roles. Our Green Building Program,
for instance, ensures the energy efficiency of our
workplaces, while our Travel Program encourages
sustainable travel, such as by train. Ultimately, these policies
and programs codify the sustainable business practices we
champion.
Our efforts are also directed towards managing risks and
opportunities associated with sustainability-related matters
that might materially impact our business and our
stakeholders.
We recognize that by optimizing long-term value creation in
a sustainable fashion, we are able to provide lasting benefits
to our shareholders, employees, customers, partners, and
communities, while also safeguarding the health of our
planet.
Our company impact activities are focused on five United
Nations Sustainable Development Goals (SDGs) that align
closely with TomTom's vision. These goals are SDG 4:
Quality Education, SDG 5: Gender Equality, SDG 11:
Sustainable Cities and Communities, SDG 13: Climate Action,
and SDG 17: Partnerships for the Goals.

EVOLVING OUR ESG STRATEGY
Over the past years, we have significantly evolved the ways
in which we assess and boost our positive impact as an
organization. We have made good progress on our ESG
efforts, and have established a comprehensive ESG strategy
that guides our efforts and initiatives.
In 2023, we continued to advance our E SG strategy in
various areas. This included making enhancements to our
governance structure, our process of assessing material
topics, and our process of managing impacts, risks, and
opportunities associated with the identified material topics.
For each of the topics we assigned responsibility to the
respective business process owners, agreed on the required
actions, and set the KPIs, metrics, and associated targets,
where possible. We will periodically monitor and report on
our progress toward those targets. For an overview of how
we manage the identified topics, reference is made to the
sections on each topic in this chapter.
In addition, we proactively started preparing for compliance
with the Corporate Sustainability Reporting Directive (CSRD),
and its detailed applications as incorporated in the European
Sustainability Reporting Standards (ESRS), which will apply to
us from reporting year 2024 once it is transposed into Dutch
law.

| OUR APPROACH TO SUSTAINABILITY |  |  |

|  | SUSTAINABILITY | PAGE 17 |

Sustainability governance
Our company's governance structure ensures effective
oversight of sustainability-related matters. The Supervisory
Board is responsible for the oversight while our
Management Board is accountable for setting and executing
strategies and serves as the highest governing body in the
organization. As part of our enhanced governance structure,
we established an ESG Committee this year. This committee
plays a crucial role in advising the Management Board on
sustainability strategies and monitoring their operational
execution. In advising on these strategies, the ESG
Committee takes into account insights from the company's
engagements with stakeholders and their input.
Led by a member of our Senior Leadership Team, who also
acts as the executive sponsor, the ESG Committee consists
of senior management from different areas of the business.
Within the committee, various sustainability-related matters
are discussed, and progress updates are communicated to
both the Management Board and the Supervisory Board on
a quarterly basis.
CSRD readiness
In preparing for CSRD compliance, we conducted a
materiality analysis, incorporating the principle of 'double
materiality' described in the ESRS. This enabled us to
identify material topics as well as the material impacts, risks,
and opportunities associated with them. To ensure tangible
progress, we have initiated the process of defining concrete
actions and setting targets for each topic.
These actions and targets have been discussed with and
assigned to process owners across different areas in our
organization. In addition, we have assessed the availability of
data points required to be disclosed under ESRS standards.
For an overview of how we manage impacts, risks, and
opportunities, reference is made to the sections on each
topic in this chapter. These reflect the topics, actions, and
approaches we have defined to date, and which we will
continue to further mature and expand on in 2024.
MATERIALITY ANALYSIS
We have performed our materiality analysis based on the
reporting requirements of the Global Reporting Initiative
(GRI). As part of our efforts to initiate our alignment with the
requirements of CSRD, we conducted a materiality analysis
in 2023 following the concept of ‘double materiality’ inspired
by the principles described in the ESRS. Under this concept,
a topic is considered material if our impact on people or the
environment is material (impact materiality), or if the topic
gives rise to risks and opportunities that can have material
consequences for our (future) financial performance or
position. To identify these material topics, we engaged with
and gathered input from various stakeholders.
Our stakeholders
Central to our approach to sustainability lie the interests of
our stakeholders. By engaging with them in a collaborative
way, we build strong relationships and promote an open
dialogue, through which there is room for stakeholders to
raise their concerns, that bolsters sustainable long-term
value creation and informs our sustainability strategy.
In identifying relevant stakeholder groups, we considered all
actors in our value chains, as well as those impacted by our
activities. Our employees, investors, customers, suppliers,
local communities and governments (society), and data
communities and partners were identified as relevant
stakeholder groups. An overview of our regular engagement
with these stakeholders is provided in the above table.

| OUR APPROACH TO SUSTAINABILITY CONTINUED |  |

|  | SUSTAINABILITY | PAGE 18 |

| STAKEHOLDER ENGAGEMENT |  |
| Stakeholder |  | Engagement |  | Themes |  |
| Customers |  | • Continuous communication through account and product management, as well as engineering and customer support • Collecting market intelligence to better understand customer needs |  | • Ease of use of products • Data privacy • Products and technologies that reduce emissions and increase road safety • Secure products |  |
| Employees |  | • Constant dialogue between employees and management about contribution and development • Bi-annual engagement survey to gather employee feedback • Regular consultations with the Works Council |  | • Employee engagement • Diversity, equity and inclusion • Opportunities for training and development • Flexibility at work (work-life balance) • An innovative work environment |  |
| Investors |  | • Several recurring events, such as the Annual General Meeting and Capital Markets Day • Regular meetings with investors, analysts, and proxy organizations (e.g., VEB, Eumedion, ISS), and regular attendance at investor conferences |  | • Our commitment to create value • Timely and accurate updates on how we track against our goals • Sustainable practices |  |
| Suppliers |  | • Contracting discussions handled by our centralized procurement and legal organizations, which engage with suppliers on their CSR policies |  | • Long-term commitments • Acceptable payment terms • Compliance with the core principles of data protection and cyber security |  |
| Society |  | • Monitoring of public perception of TomTom, on social media for example • Discussions with local governments • Participation in discussions and initiatives where our technologies have a role to play |  | • Responsible remuneration • Tax compliance • Ethical business practices • Products and technologies that reduce emissions and increase road safety |  |
| Data communities and partners |  | • Engagement and communication with data communities such as OSM • Organization of mapmaking gatherings for location data enthusiasts |  | • Constructive collaboration • Adherence to community guidelines and frameworks |  |

Double materiality assessment
Having identified the most important stakeholder groups, we
assessed which sustainability topics could be relevant to
them. In performing this assessment, we created an
extensive list of potentially relevant topics which was
narrowed down to a shorter list of topics that stakeholders
were asked to score on materiality. We used different
sources as input to our lists of topics, including the input
from our regular interactions and previous surveys we
conducted with various stakeholder groups, as well as topics
listed in the ESRS, suggested topics for our industry by the
Sustainability Accounting Standards Board, and those
mentioned in analysts reports and sustainability benchmarks.
As noted, our regular interactions with stakeholders are
instrumental as input to our sustainability strategy. Through
continuous dialogue, we aim to have a dynamic materiality
process through which we can quickly identify any emerging
topics that are relevant for our business.
For each topic deemed relevant for inclusion, we assessed
the impacts, risks, and opportunities on the short-, medium-
and long-term, as well as their respective materiality. The
materiality of a potential impact is assessed based on its
severity, irremediability (if negative in nature), and likelihood.
In this assessment on impact, we also took into account
potential impacts on human rights. Conversely, risks and
opportunities are assessed based on their anticipated size
and likelihood to materialize.
This assessment was carried out with input from senior
management and internal subject matter experts who
regularly engage with respective external stakeholders and
represent their perspectives. We leveraged the input
provided by stakeholders in 2022 and as part of our regular
interactions, and further engaged with representatives of
certain stakeholder groups to gather perspectives on certain
topics that required an updated examination. Our
assessment resulted in the ma terial topi cs presented in the
matrix to the right. T he topics which received an average
score higher than three on any of the axes, as per the
shaded areas in the matrix, are considered material for
reporting purposes as they impact the company’s strategy,
influence stakeholder expectations, and are likely to become
increasingly material in the future.
By addressing the identified topics, we demonstrate our
commitment to transparency, trust, and responsible
corporate citizenship.
While most of the material ESG topics remain unchanged
from the prior year, we have identified two additional ESG
topics that require attention because of changes in the
industry and our strategy over the past year. These material
topics include data sourcing and partnerships, and
responsible AI and automation.
Furthermore, we have now identified people development
as a distinct topic, which was previously included within
employee engagement. The topic Technologies that reduce
emission and improve road safety is now covered as part of
Climate change actions topic. The outcome of this materiality
assessment as well as the material impacts, risks and
opportunities of each material topic, were discussed within
the ESG Steering Committee, approved by the Management
Board and communicated to the Supervisory Board.

| OUR APPROACH TO SUSTAINABILITY CONTINUED |  |

|  | SUSTAINABILITY | PAGE 19 |

SETTING CLEAR TARGETS
The advancement of the identified sustainability themes is
crucial in order to fulfill our shared value ambition. The
Management Board has established appropriate key
performance indicators (KPIs) and corresponding targets for
the majority of the identified topics, while KPIs and targets
on remaining topics are forthcoming.
At the same time, we have bolstered our reporting efforts,
enabling us to obta in limited assurance on all the
sustainability information in this chapter and the
accompanying metrics on pages 119 and 120, with the
exception of the EU Taxonomy disclosure.
REPORTING ON OUR IMPACT
With our ESG strategy aligned with our stakeholders’
perspectives and interests, we continue to drive
improvements in our reporting.
The identified material topics are categorized into three
categories, being Social, Environmental, and Governance.
Each category, along with its topics, is discussed in
subsequent sections. For more details on our ESG reporting
practices in relation to the outlined themes and the related
KPIs, reference is made to the Non-financial information
chapter.

| OUR APPROACH TO SUSTAINABILITY CONTINUED |  |

|  | SUSTAINABILITY | PAGE 20 |

| MATERIAL TOPICS |  |
|  |  | Topic |  | KPI |  | Target |  |
| Social |  | Employer of choice |  | 1. Employee Engagement Score |  | 1. Employee Engagement Score that is equal to or higher than the benchmark score by 2025 |  |
|  | People development |  | 1. Percentage of employees making use of development leaves |  | 1. No specific target set yet |  |
|  | Diversity, equity, and inclusion |  | 1. Gender diversity ratio at company and senior management level 2. Belonging Score |  | 1. 30% female representation at company level and 20% for senior management by 2025 2. No target on Belonging Score set yet |  |
| Environmental |  | Climate change actions |  | 1. CO 2 e emissions across Scopes 1, 2, and 3 2. Renewable electricity usage as a percentage of total electricity consumption |  | 1. 55% reduction of 2022 Scope 1 and 2 emissions by 2026, and carbon neutral on Scope 1 and 2 by 2030 2. 95% renewable electricity used in our offices by 2025 |  |
| Governance |  | Data security and privacy |  | 1. Percentage of engineers certifiably trained on data security |  | 1. 75% of engineers certifiably trained by 2025 |  |
|  | Data sourcing and partnerships |  | 1. No specific KPI yet |  | 1. No specific target set yet |  |
|  | Responsible AI and automation |  | 1. No specific KPI yet |  | 1. No specific target set yet |  |

|  | BASIS OF PREPARATION |  |  |  |  |  |
|  | Our sustainability information has been prepared with reference to the GRI. As part of our efforts to align with the upcoming CSRD, we started to incorporate relevant reporting requirements of ESRS, where applicable and possible. Unless otherwise indicated, the reports include the data on the company and all its subsidiaries (‘the group’) included in the company's consolidated financial statements and cover the same annual reporting period as the consolidated financial statements (1 January to 31 December) that were authorized for issue on 2 February 2024. A list of all subsidiaries included in the consolidated financial statements and their countries of operation is included in the Supplementary information section. |  | The sustainability information includes data from the upstream and downstream value chain of each of our group segments, being Consumer and Location Technology, where such information is relevant and material for the group. This includes data relevant to Scope 3 emissions from purchased goods and services. In preparing the information, management made use of assumptions, judgments, and estimates that affect the amounts reported, especially in relation to the group's Scope 3 emissions. There is therefore an inherent uncertainty in our calculations. Such estimates and underlying assumptions are reviewed on an ongoing basis and any revisions may impact the reported amounts. |  | For more information on estimates and assumptions applied, reference is made to the disclosures in the subsequent sections in this section, as well as the Non-financial information chapter. The group has not made any restatements in the current reporting period as part of preparation with reference to the GRI. For inquiries or further information, please refer to the contact details at the back of this Annual Report. Assurance EY provided limited assurance on all the sustainability information in this chapter and the accompanying metrics on pages 119 and 120, with the exception of the EU Taxonomy disclosure. The limited assurance report can be found on pages 133 and 134. |  |

Our people drive our impact
Doing good is more than good business at TomTom. It’s in
our DNA. We are committed to driving positive social
impact. Impact is defined by the technology TomTom’ers
create, making driving safer while saving people time.
Impact is also found in the way TomTom’ers contribute to
local communities and volunteer for causes that matter.
Our Social Impact Framework guides our actions and impact.
Social impact is founded upon our culture and values, and
starts with our people, and with their growth, development,
and ownership of their career.
That is why, in 2023, we drove impact further by advancing
the topics that improve TomTom'ers' well-being, including
providing attractive employment, increasing development
opportunities, and fostering greater diversity, equity, and
inclusion.
EMPOWERING OUR PEOPLE
From creating impactful technologies to leading an inclusive
culture, our people drive our impact. It is only by engaging,
supporting, and ensuring TomTom’ers can bring their whole
selves to work that we continue to be successful together.
To attract, retain, and engage the right talent, we aim to
deliver what TomTom’ers want and need – flexibility, an
impactful and stimulating role, and the opportunity to
contribute to innovative technologies. We are supporting our
talent through shared principles around leadership and
development, and consistent and appealing benefits.
Choosing to lead
At TomTom, we believe that leadership is for everyone.
Leadership refers to how TomTom’ers act, view themselves,
and are perceived by others. Leadership means looking at
situations positively, taking initiative, and driving solutions.
We introduced our Leadership Foundation in 2021 to
encourage all TomTom'ers to take ownership of their growth
and success, creating opportunities for them to make a
greater impact and inspire others. We continue to reinforce
the set of behaviors, principles, and values that, if embodied,
lead to outstanding leadership.
Empowering growth
Being a leader also means taking ownership of your growth
and success. To support this, we created empowering and
enabling initiatives that give TomTom’ers the time and
resources to achieve their learning goals. From mentorship,
coaching, and sponsorship, to training opportunities and
tools, and even paid leave and a new dedicated budget for
growth and development, TomTom’ers are enabled to take
time and get in the driving seat of their development.
Additional initiatives at TomTom include company-wide
sessions on feedback culture, as well as collaborations with
external partners to organize inspirational sessions on a
range of topics, including high-performing teams, resilience,
and change management.
Enhancing global benefits
Besides providing our people with tools and resources to
lead and take ownership of their own development, we
continue to provide appealing benefits.
Our benefits structure is designed to be fair and equitable,
ensuring that all employees, regardless of their gender or
the nature of their employment, are treated equitably. We
ensure the benefits in each country meet all legislative
requirements. Unless legislation or local practices dictate
otherwise, all full-time employees, excluding interns and
contingent workers, are given equal opportunity to take
advantage of our benefits offerings in each country. This
approach underlines our commitment to providing a
supportive and inclusive work environment.
We recognize that time and flexibility play an important role
in helping people to be at their best, and introduced paid
caregiving days, paid volunteering days, and flexible public
holidays for TomTom’ers, as well as global parental leave
benefits for parents.
Beyond these benefits, we hosted well-being activities
throughout 2023, including talks and workshops at our
offices during Health Week. Further, TomTom featured in the
news for breaking down taboos around menopause by
hosting a menopause awareness and education session with
a women’s health charity.
Taking on board TomTom'ers' feedback
We continuously listen to TomTom'ers and take their
feedback to heart. We regularly take in feedback, both in
unstructured as well as structured form, through
engagement surveys, and encourage TomTom'ers to speak
up through our Open Ears Procedure. We received six
reports through our Open Ears Procedure in 2023. The
reports have been related to claims of breaches of internal
procedures and inappropriate behavior. All reports were
duly investigated and cases which we could substantiate
have been followed up in accordance with our policies.

| SOCIAL |  |

|  | SUSTAINABILITY | PAGE 21 |

ACHIEVING MORE, TOGETHER AS WE ARE
The impact our people can make is driven by our
collaborative and inclusive work culture. We believe our
differences are one of our greatest strengths. Together, we
are addressing the most complex location-related
challenges by combining our diverse perspectives and
worldviews, inventiveness, self-expression, and talents.
Diversity goes hand-in-hand with inclusion and psychological
safety. Our people drive our impact and, to do so, they need
to feel comfortable being themselves at work. We strive to
ensure a safe, supportive environment for all. We drive
diversity, equity, and inclusion forward, so that we can all
share in the excitement for the journey ahead.
MAKING IMPACT THROUGH VISION
With ambitious programs to deliver in 2023, every single
TomTom’er was crucial to our efforts. To help drive
engagement and retain talent, we increased our focus on
inspiring and engaging our people around our vision.
To boost excitement within the business for TomTom’s
future, we increased our company-wide vision-sharing
content, with videos from teams involved in major projects,
live sessions with Product teams, hands-on demos, and a
countdown to the release of TomTom Orbis Maps.
Importantly, our vision extends beyond our technologies, to
the way in which we make broader social impact. We do this
by supporting local communities, promoting quality tech
education, volunteering for causes that matter to us, and so
much more.
"Thanks to TomTom's volunteering benefit and the
encouragement from my colleagues, it's much easier to
dedicate time to helping people in need as part of my
country's Mountain Rescue Service."
Miljan, Software Engineer II

| OUR SOCIAL IMPACT |
| By sharing their expertise, skills, time, and funds, TomTom’ers around the world supported local communities and the global OSM community. Mapping efforts in earthquake aftermath Early 2023, a horrific earthquake struck Turkey and Syria. TomTom’ers mapped impacted areas to help support humanitarian efforts. More than 3,800 buildings and 50 km of roads were updated on the Humanitarian Open Street Map. To aid further, TomTom contributed €10,000 towards the Giro555 fund for earthquake victims. When another earthquake shook Morocco in September 2023, TomTom’ers also united to support those in need. Together, TomTom’ers made 65,292 edits and added 9,940 buildings to Humanitarian Open Street Map projects related to the earthquake. Making tech education accessible Technology continues to evolve and solve new problems every day, playing a role in billions of people’s lives. Yet not everyone has the same access to quality tech education. As a global technology company, we have an opportunity to make a difference by taking collective action for inclusive tech education. That’s why we partnered with like-minded organizations, like Codam Coding College, a free peer-to-peer engineering school, and Katalyst, a local NGO in India that supports the economic empowerment of young women. Volunteering initiatives In 2023, we supported underprivileged individuals through technical, mentoring, and financial support. Initiatives like TomTom Codam Fellows and OSM mapping parties helped students develop their technical and soft skills. |

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|  | SUSTAINABILITY | PAGE 22 |

TAX PRINCIPLES
TomTom’s approach to tax is published on our website.
TomTom has committed to the Dutch Tax Governance Code
for multinational companies, as coordinated and published
by VNO-NCW in 2022. TomTom complies with the
requirements of this Code, with the exception of reporting
on a legal entity basis. Instead, TomTom voluntarily reports
its tax payments on a regional basis.
TomTom views taxation as an important contribution to a
sustainable society, as they are a source of funding for
public services in the countries where we operate.
Corporate income taxes are paid based on taxable profits
and borne by TomTom as a taxpayer. TomTom’s taxable
profits are calculated in accordance with TomTom’s OECD
based transfer pricing model and local tax rules. Corporate
income taxes include withholding taxes deducted by
customers on TomTom’s invoices and withholding taxes on
distribution of dividends.
In addition to income taxes, which are due by TomTom as a
taxpayer, our local business activities also create a
responsibility to collect and pay other types of taxes like
payroll taxes and indirect taxes. By collecting and paying
these taxes to local authorities, TomTom provides a
meaningful contribution to the countries in which it operates.
Payroll taxes are paid by TomTom to authorities in the form
of wage taxes and social security contributions, for example.
These payments partly consist of employer’s contributions,
but the majority is withheld from wages paid to employees
and are as such remitted on behalf of TomTom’s employees.
Indirect taxes such as value added tax (VAT) are
consumption taxes which are levied on the added value and
have an output and input element. The overview to the right
shows TomTom’s net VAT amounts paid, being the balance
between output VAT and input VAT.
In addition to the taxes mentioned above, TomTom also
contributes to society by means of other types of taxes such
as customs duties, packaging taxes, environmental taxes,
and batteries taxes. These other taxes are not included in
the overview to the right, as they are not material for
TomTom.
The following table provides an overview of TomTom’s net
payments of taxes. As is reflected, taxation is an important
part of our business and taxes are paid in the regions in
which we operate.

(€ in thousands) |  | 2023 |  | 2022
Europe 1 |  | 6,580 |  | 1,999
North America |  | 2,225 |  | 1,244
Rest of world |  | 2,026 |  | 1,840
Total corporate income taxes |  | 10,831 |  | 5,083
Europe |  | 115,569 |  | 99,762
North America |  | 10,417 |  | 9,170
Rest of world |  | 6,602 |  | 8,434
Total payroll taxes 2 |  | 132,588 |  | 117,366
Europe |  | 14,650 |  | 15,748
North America |  | 605 |  | 1,160
Rest of world 3 |  | -163 |  | 94
Total value added taxes (net) |  | 15,092 |  | 17,002

1. Amount includes withholding tax paid in jurisdictions outside Europe. The
lower 2022 amount is mainly due to refunds.
2. Higher payroll taxes in 2023 for Europe and North America are attributable
to restructuring-related payments.
3. The negative amount in 2023 is due to input VAT being higher than output
VAT.

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|  | SUSTAINABILITY | PAGE 23 |

| KPI 1. Employee Engagement Score |
| Target 1. Employee Engagement Score that is equal to or higher than the Glint Technology Industry benchmark score by 2025 |
| Performance 1. Employee Engagement Score of 76 (2022: 75), as compared to the Glint Technology Industry benchmark score of 78 (2022: 78) |
| A reputation as an employer of choice makes us more appealing to potential employees, as well as customers and partners. Such a reputation, however, is not only important in attracting the right talent, but also in engaging our talent to achieve greatness in their work and drive TomTom forward. Prioritizing our employees' needs and well-being fosters a culture of innovation and collaboration. Supporting TomTom'ers' whole self is essential in achieving our strategy. To continue attracting, retaining, and engaging TomTom'ers, we have formulated a people strategy, around which we have set clear objectives. As we move forward, we remain committed to listening to feedback from our TomTom’ers, relentlessly improving our practices, and sustaining our open culture. We recognize the positive impact we have on our people's well-being. Ultimately, our goal is to ensure that every TomTom’er feels valued, heard, and excited to contribute to our shared success. |

Our people drive our success. As such, being an employer
of choice is crucial. We put people first, offering an
inspiring and intellectually challenging work environment,
along with competitive rewards and benefits, work
flexibility, and development opportunities to ensure we
attract and retain the right talent.
BENEFITS THAT BOOST ENGAGEMENT
We offer a comprehensive rewards and benefits package
that is designed to attract and retain talent while also
fostering performance and engagement within TomTom.
Our employee engagement survey, conducted via Glint,
gives us crucial insights into employee happiness. Along
with our turnover ratio, it enables us to gauge how the work
experience is perceived by TomTom'ers, and helps us
identify areas of improvement. We strive to achieve an
Employee Engagement Score that is equal to or higher than
our industry's benchmark. This target reflects a change from
our previously communicated target, resulting from our
updated people strategy.
We listen to TomTom’ers' feedback to guide our actions. In
2023, we introduced empowering and enabling initiatives.
These included Grow and Develop benefits, which bolster
development opportunities that can be read about in the
section on People development, as well as Support for Your
Whole Self benefits, which are touched upon below.
TAILOR-MADE WORK EXPERIENCES
We believe it is important to support TomTom'ers' well-being
and work-life balance by offering a flexible working program
and extended location flexibility. In addition, we recognize
that time flexibility plays an important role in helping our
people be at their best. Our Support for Your Whole Self
benefits include We Care days, which entail paid caregiving
days and paid volunteering days, as well as flexible public
holidays and enhanced global parental leave benefits.
The success of these initiatives is measured by our
employee engagement score. We also continue listening to
TomTom'ers' feedback and monitor the use of special
leaves, including We Care and enhanced parental leaves,
though we do not have specific targets on these metrics.
ENGAGING AND RETAINING TALENT THROUGH VISION
Besides enhancing our benefits, we launched several
initiatives throughout 2023 which aimed to further empower
TomTom'ers to make an impact. Following insights from our
employee engagement surveys, we organized Ask Me
Anything sessions and regular question-and-answer panels
with our leadership team, allowing us to better listen to,
respond to, and enthuse our teams.
Importantly, in October 2023, we achieved record
attendance numbers at our online and in-person TomTom
Orbis Maps launch events. Being a significant milestone that
each and every TomTom’er contributed to, these high
attendance rates showed the level of company-wide interest
in and excitement for our vision and shared success.
OUR PERFORMANCE IN 2023
The response to our new benefits and initiatives throughout
2023 has been overwhelmingly positive, with our Employee
Engagement Score rising from 75 in 2022 to 76 this year.
This follows from the two Glint engagement surveys we
carried out over the year, one in April and another one in
October. For the former, we achieved a score of 77, while we
achieved a score of 75 for the latter. I n comparison, the Glint
Technology Industry benchmark score was 78 (2022: 78).
Please see the Non-financial information chapter for further
details on our performance.

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|  | SUSTAINABILITY | PAGE 24 |

Employer of
choice

| KPI 1. Percentage of employees making use of development leaves |
| Target 1. No specific target yet |
| Performance 1. 11% of employees made use of development leaves, for an average of 4.2 days per employee. |
| The continuous development and growth of our people plays a crucial role at TomTom. It is the driving force behind our adaptability, innovation, and ultimately, our success. As such, investments in employees' growth should extend beyond imparting technical skills. Growth is also about nurturing a culture of continuous learning, personal growth, and improvement that permeates every level of our organization. We are committed to creating a culture where continuous learning and improvement are not just encouraged but celebrated. As we believe every TomTom'er has the potential to perform at their best in the right job, with the right support, and the right management and coaching, we are focused on providing learning resources and support that enable them to design their own learning journeys. Through this approach, we aim to advance the positive impact on our employees' development. |

We want to provide fair and equitable growth and career
opportunities to all TomTom'ers. Having a skilled group of
employees leads to increased performance, productivity,
adaptability to change, innovation, and creativity. As such,
we continue to elevate the learning and development
opportunities available to TomTom'ers.
ENABLING LEADERS AT EVERY LEVEL
We believe that every TomTom’er, regardless of their
position or tenure, can grow into a leader. We introduced the
Leadership Foundation to support them in doing so. The
Leadership Foundation promotes a set of behaviors,
principles, and values that lead to outstanding leadership.
TomTom’ers are encouraged to take ownership of their
development and performance. They create opportunities
for more significant impact, increase their knowledge, raise
their performance levels, and use their expertise to influence
and inspire others.
In 2023, we worked on further embedding the principles of
the Leadership Foundation within our performance
management and hiring processes.
We measure the percentage of employees with regular
performance or career development reviews, by category
and gender, to gauge to what extent TomTom'ers are able
to take charge.
DEDICATED TO CONTINUOUS PEOPLE DEVELOPMENT
With every TomTom'er in charge of their own development,
we feel it is important to support them in meaningful ways.
As such, we launched our Grow and Develop benefits in
2023. These benefits offer a dedicated development budget
and paid development leave, giving employees the freedom
to tailor their growth paths to their needs and desires.
The number of employees that make use of development-
specific leaves, and the number of hours spent on those
leaves, provide us with meaningful insights into how our
benefits help TomTom'ers achieve their growth and
development goals. Though we have not set specific targets
on this metric, we continue to encourage TomTom'ers to
take advantage and further their development.
FURTHER EMPOWERING GROWTH
To further support our employees' learning journeys, we
have several initiatives and benefits in place. From
mentorship, coaching, and sponsorship to training
opportunities and tools, TomTom'ers are enabled to get in
the driving seat of their development through our range of
offerings that we continue to expand.
In 2023, we hosted company-wide information sessions and
worked with external partners to organize inspirational
sessions on topics including high-performing teams,
resilience, and change management. Further, we offered a
wide range of on-demand learning resources, so
TomTom'ers are able to design their own learning journeys
as they expand their growth and development at TomTom.
The success of our learning offerings is measured by the
average number of learning hours per employee, by gender.
We do not yet have specific targets on this metric, except for
certain specific, topical trainings.
OUR PERFORMANCE IN 2023
Our continued people development-related efforts have
yielded meaningful results. The launch of our new Grow and
Develop benefits, for instance, led to a four-point increase in
the score TomTom'ers give to the available development
opportunities available to them in our engagement surveys.
We also saw strength in the extent to which TomTom'ers
made use of their development leaves. In 2023, 11% of our
employees (as a percentage of average headcount) already
made use of their development for an average of 4.2 days
per employee.
The growing adoption of the Grow and Develop benefits is a
testament to our employees' positive reception of our
learning and growth opportunities. TomTom’ers value our
new growth and learning opportunities, as well as the
encouragement to dedicate more time to their personal
development. On top of this, through their feedback, we
found that most TomTom’ers agree that the Leadership
Foundation supports them in their professional development
and performance.
Please see the Non-financial information chapter for further
details on our performance.

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People
development

| KPIs 1. Gender diversity ratio at company and senior management level 2. Belonging Score |
| Targets 1. 30% female representation at company level and 20% for senior management by 2025 2. No specific target yet |
| Performance 1. 27% female representation at company level (2022: 27%) and 18% for senior management (2022: 17%) 2. Belonging Score of 74 (2022: 73) |
| Diversity, equity, and inclusion (DEI) drive innovation, enhance problem-solving, and promote a healthy working environment. A diverse team brings together a range of perspectives and talents, fostering creativity and allowing for complex challenges to be addressed more effectively. Strengthening DEI ensures that everyone feels valued, included, and empowered to perform at their best. We believe in the power of diversity to solve complex mapping use cases and strive to maintain an inclusive and safe work environment. Our Diversity, Equity, and Inclusion Policy and DEI Advisory Council help optimize our initiatives, which relate to all aspects of our business, including our practices and policies for talent recruitment, compensation and benefits, professional development and training, promotions, and work flexibility. We encourage all TomTom'ers to join us in advancing DEI and our positive impact, thereby creating a work culture in which everyone feels at home and can excel. |

We are proud to have 3,700 unique, curious, and
passionate problem-solvers from more than 80 different
countries. By combining our diverse backgrounds,
perspectives, and talents, we are addressing complex
challenges. As such, the advancement of diversity, equity,
and inclusion (DEI) is crucial for our collective impact.
A FORMALIZED APPROACH
We have a Diversity, Equity, and Inclusion Policy in place that
guides our actions. In 2023, we formalized our leadership’s
commitment towards DEI by forming the TomTom DEI
Advisory Council, which advises on and advocates for DEI.
ATTRACTING AND RETAINING DIVERSE TALENT
As diversity helps us drive our collective impact further, we
seek to improve representation of underrepresented groups
through targeted recruitment practices and learning and
development programs. In 2023, with the support of the DEI
Advisory Council, we reviewed and standardized our hiring
practices and policies, enabling us to be more intentional in
improving representation. Further, to help us attract top
talent, we continued to work with partners such as myGwork,
the global recruitment and networking hub for LGBTQIA+
professionals. We also piloted a sponsorship program for the
development of women in technology who show great
potential for growth, whose impact and success led us to
incorporate sponsorship as a key component of our learning
and development offering.
We monitor our effectiveness in driving diversity by
measuring the distribution of employees by gender, by
country, type, and seniority, as well as the distribution of
employees by age. These metrics are reported in the Non-
financial information chapter. Specifically related to gender
diversity, we aim to achieve 30% female representation as
well as 20% female representation for senior management,
defined as roles at director level or above, by 2025.
AN EQUITABLE WORK ENVIRONMENT
We recognize the importance of equity in TomTom'ers' well-
being. Our goal is to ensure an equitable work environment
in which each and every TomTom’er can thrive, work
collaboratively, and drive shared success.
In monitoring our progress, we pay special attention to the
broader equit ability of our benefits, as well as the annual
total compensation ratio of the highest-paid individual to the
median annual total compensation. The latter metric is
reported in the Non-financial information chapter.
CHAMPIONING A MORE INCLUSIVE CULTURE
Representation goes hand in hand with inclusion and
psychological safety. To drive our collective impact, our
people need to feel comfortable being themselves at work.
We strive to ensure a safe, supportive environment for all.
Importantly, as inclusion is a shared responsibility, we aimed
to increase ownership of DEI across TomTom. We launched
the TomTom Inclusion Advocates Network, enabling
TomTom’ers to stay up to date on priorities and initiatives,
and encouraged TomTom’ers to join various employee-led
communities, including several launched in 2023. To further
champion an inclusive culture, we continued to recognize
important moments of awareness and celebration at
TomTom. In addition, our flexible holidays benefit enables
TomTom’ers to celebrate the moments that matter to them.
The score assigned to employees' sense of belonging in our
engagement surveys serves as a good indicator of inclusion.
OUR PERFORMANCE IN 2023
In 2023, female representation at company level remained
constant at 27% (2022: 27%). For senior management,
female representation was 18% (2022: 17%), which translates
into 29 females and 128 males. Due to us primarily hiring for
tech roles, for which the candidate pool may be less diverse
than for other roles, we experience challenges in moving the
needle on female representation. Initiatives such as our
sponsorship program should help enhance representation.
Importantly, the scores TomTom'ers attribute to their sense
of belonging rose from 73 to 74, on a scale of 1 to 100.
In 2024, we will continue working towards greater
representation by growing and retaining our employee base
and continuing to attract top talent.
Please see the Non-financial information chapter for further
details. The diversity policy in relation to our Management
Board is included in the Management Board section.

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|  | SUSTAINABILITY | PAGE 26 |

Diversity,
equity,
and inclusion
Promoting environmental
sustainability
As a forward-thinking technology company, we
acknowledge the urgent need to address climate change
and the responsibility we have in promoting environmental
sustainability. Our dedication to reducing emissions and
enhancing operational sustainability is strong. We are
committed to continually identifying and minimizing our
impact on the environment through responsible and
innovative business practices, while helping others to
operate more sustainably.
MINIMIZING OUR FOOTPRINT
We recognize that our environmental impact starts with
ourselves, and the adverse impact our operations might
have due to their associated emissions. As such, we are
working on minimizing our footprint by increasing our
operational sustainability.
Our Environmental Policy serves as a guiding framework for
our sustainability efforts. As a primary measure of our
performance, we consistently report our direct and indirect
emissions, as per the Greenhouse Gas (GHG) Protocol. For
2023, we are pleased to report a further decrease in our
Scope 1 and 2 emissions, thanks to the execution of a wide
range of ongoing initiatives aimed at fostering an
environment-conscious mindset across our organization. The
launch and successful continuation of initiatives like our
Green Building Program and environmental awareness
campaigns help us operate more sustainably.
These initiatives are part of our decarbonization plan, which
includes the ambitious goal to achieve carbon neutrality in
Scope 1 and 2 emissions by 2030. As part of our
decarbonization plan, we are increasing our purchases of
renewable energy, promoting electrified mobility in our
vehicle fleets, and increasing the energy efficiency of our
operations, lowering our overall energy demand.
Our decarbonization plan calls for a continuous reduction in
our emissions from 2022's levels. We use 2022 as a base
year, because it reflects the post-pandemic work situation.
Our targets are not yet science-based, though we view them
as good starting points for further improvement. We will
continue to mature our efforts and targets, exploring and
implementing diverse initiatives to limit our environmental
footprint as we proceed toward a more sustainable futur e.
PROMOTING SUSTAINABLE MOBILITY
Beyond our operational sustainability, we recognize the role
our products and technologies play in enabling smarter
mobility decisions for individuals, governments, and
businesses, thereby making a positive impact.
Features such as jam tail warnings contribute to road safety
by alerting drivers that a traffic jam might be approaching.
This allows them to ease up on the gas earlier and avoid
harsh braking, diminishing risks of rear-end collisions and
smoothing traffic waves. In addition, our technologies enable
emission reductions by offering drivers options for more
ecological routes, and supporting the move to electrified
mobility. As regards the latter, our EV Routing and Range
products help drive EV adoption, considering factors like
driving speed, traffic, road type, and elevation for efficient
route planning and precise range predictions.
We continually strive to maximize the positive impact of our
offerings, improving road safety and supporting the
transition to more sustainable transportation solutions.
SUSTAINABILITY AS A KEY CONCERN
Our steadfast commitment to environmental sustainability
permeates every aspect of our business, from our day-to-day
operations and company culture to the design and
development of our cutting-edge products and technologies.

| ENVIRONMENTAL |  |

|  | SUSTAINABILITY | PAGE 27 |

| KPIs 1. CO 2 e emissions across Scopes 1, 2, and 3 2. Renewable electricity usage as a percentage of total electricity consumption |
| Targets 1. 55% reduction of 2022 Scope 1 and 2 emissions by 2026, and carbon neutral on Scope 1 and 2 by 2030 2. 95% renewable electricity procurement by 2025 |
| Performance 1. 1,979 tCO 2 e Scope 1 and 2 emissions (37% lower than 2022), 18,957 tCO 2 e Scope 3 emissions 2. 86% renewable electricity used in our offices (2022: 69%) |
| At TomTom, we recognize the significant risk climate change poses to society and the environment. We are committed to reducing our emissions by enhancing operational sustainability, thereby mitigating our negative impact. To do so, we cultivate a sustainability-focused culture among TomTom'ers by providing training, resources, and opportunities for active participation in our environmental initiatives. We believe that empowering our workforce to take ownership of our collective sustainability goals is crucial in driving meaningful and lasting change. Furthermore, we have taken a proactive approach in developing technologies that facilitate smarter mobility decisions. Our products and services contribute to emission reductions and enhance road safety, thus making a positive environmental and social impact. |

We are dedicated to lowering emissions through both our
offerings as well as enhanced operational sustainability.
MONITORING EMISSIONS AND SETTING TARGETS
We adhere to the GHG Protocol to systematically report on
our direct and indirect emissions. To accurately measure our
emissions, we have established rigorous data collection and
analysis processes across our operations.
In 2022, we set the long-term target to become carbon
neutral on Scope 1 and 2 (market-based) by 2030. In 2023,
we set intermediate targets, as part of our decarbonization
plan, to support our long-term target. By 2025, we now aim
to purchase renewable electricity for at least 95% of our
global office operations following the RE100 technical
criteria. And by the end of 2026, w e target a 55% reduction
in Scope 1 and 2 (market-based) emissions from 2022 levels.
Our Scope 1 and 2 emissions decreased year on year,
reflecting the effectiveness of our ongoing initiatives, such
as our Green Building Program and fleet electrification. In
addition, we started reporting on all relevant categories of
Scope 3 this year. The Non-financial information chapter
includes an emissions overview and further information.
GREENER BUILDINGS
Our Green Building Program plays a pivotal role in reducing
our footprint. We actively strive for certifications from widely
recognized rating systems like BREEAM (Building Research
Establishment Environmental Assessment Method) and LEED
(Leadership in Energy and Environmental Design).
In 2023, we achieved LEED Gold certification for our Berlin
office, securing high marks for energy efficiency.
Furthermore, our eye for sustainability in the renovation of
our Amsterdam headquarters led our BREEAM In Use rating
to rise to Very Good. Today, 50% of our offices hold a valid
green building certification.
In addition, we worked on sourcing renewable electricity for
our offices. In 2023, we acquired unbundled Renewable
Energy Certificates (REC) for eight of our office locations,
promoting future wind, solar, and hydro energy production in
the region. These RECs elevated our overall renewable
energy utilization to 86%, from 69% recorded in 2022.
MORE SUSTAINABLE TRAVEL
To minimize the adverse impact of our travel, we adhere to a
sustainability-focused Company Car Policy and Travel Policy.
Belgium, home to our largest company car fleet, saw the
launch of the new Company Car Policy. Eligible employees
can now choose between an EV with charging station or a
mobility budget. This shift led to a year-on-year increase in
the number of fully electric vehicles, from 3% of our global
fleet in 2022 to 19% in 2023.
Further, to address Scope 3 emissions, we analyzed our
business travel habits and associated impact. This resulted
in a reviewed sustainability-centric Travel Policy introducing
five mandatory international rail routes and promotion of
electric rental cars, fuel-efficient airliners, and eco-certified
hotels. We choose direct flights where possible.
MITIGATING RISKS AND CAPTURING OPPORTUNITIES
In addition to minimizing our footprint, we actively seek to
mitigate the risks climate change poses to our business and
capture opportunities for positive contributions. We are
currently in the process of assessing physical risks from
climate change and business and operational risks from the
transition to a low-carbon economy. Please refer to the Risk
management and control section for more details.
This transition also brings about significant growth of
sustainability-related use cases and associated opportunities
for us. Our products and technologies facilitate smarter
mobility decisions, enhancing road safety, and enabling a
reduction in mobility-related emissions. For example, our
annual Traffic Index provides insight into congestion, delays,
and emissions from traffic across the globe.
If consumer behavior changes, such as a shift from i nternal
combustion to electric vehicles or from vehicle ownership to
other transportation models, we aim to be well-positioned to
capture these trends. TomTom is constantly exploring
opportunities to innovate and address emerging customer
needs. Our EV Routing and Range product, for instance,
plays into the large and growing interest in EVs.
We are committed to maximizing our positive impact and
continuously encourage our team to innovate in ways that
contribute to a more sustainable world.

| ENVIRONMENTAL CONTINUED |  |

|  | SUSTAINABILITY | PAGE 28 |

Climate
change
actions
Making impact, responsibly
Our commitment to making a significant difference for all
stakeholders is supported by a comprehensive
governance structure that emphasizes sustainable long-
term value creation, ethical business practices, and a
values-driven culture. By conducting business in a
transparent, ethical, and accountable manner, we aim to
build and maintain trust with our stakeholders, including
customers, employees, investors, and the communities we
operate in.
ETHICAL BUSINESS PRACTICES
Our Code of Conduct serves as the foundation of our ethical
business practices, guiding our employees in their work and
interactions with external stakeholders.
Our Code of Conduct training and awareness program and
control mechanisms play a pivotal role in preventing bribery,
corruption, and other misconduct at TomTom. The program
is designed to instill an awareness of everyone’s
responsibility to uphold TomTom’s business principles and
speak up in case of misconduct. The program includes
gamified trainings, interactive refresher sessions, tailored
communication, and custom-made campaigns on specific
topics like human rights, safe working environments, anti-
bribery and corruption, security, confidentiality, and our
Open Ears Procedure. Outside of this program, our policies
are available to all employees through our internal network.
No anti-corruption or bribery-related KPIs were set for 2023.
Our Open Ears Procedure encourages stakeholders,
including employees in specific, to anonymously report
potential misconduct without fear of retaliation. All reports
are reviewed and duly followed up on. This reflects our
commitment to fostering a culture of openness, trust, and
accountability, where stakeholders feel empowered to speak
up and contribute to the continuous improvement of our
business practices. As such, the procedure is reviewed and
updated on a regular basis in consultation with relevant
stakeholders. For instance in 2023, we updated the policy
following updated EU Whistleblower regulations.
We are also deeply committed to respecting human rights
and promoting fair labor practices across our operations. Our
labor principles cover a wide range of issues, including
freely chosen employment, respect for age requirements,
non-discrimination, and freedom of association. We
recognize that these principles are not only essential for the
well-being of our employees but also for the long-term
success and sustainability of our business. Our Slavery and
Human Trafficking Statement, under the UK Modern Slavery
Act, summarizes our actions to address the risk of modern
slavery within our operations and those of our suppliers. No
human rights-related KPIs were set for 2023.
Further, we believe it is imperative that our suppliers
integrate fundamental human rights, safety, and
sustainability into their operations as well. Suppliers should
adhere to our Supplier Code of Conduct and are asked to
acknowledge our Environmental Policy. We also work
proactively with major suppliers, like our cloud providers, to
identify and limit our footprint. Specifically related to the
manufacture and shipment of our navigation devices, we
have a Corporate Environmental Product Compliance
program in place.
Each of our policies, upon creation or revision, is approved
by the Management Board, being our highest governing
body. In our pursuit of continuous improvement, we regularly
review and enhance policies, risk management processes,
and KPIs related to environmental impact, human rights, and
anti-corruption and bribery. This ongoing effort ensures that
our business remains resilient.
INFORMATION SECURITY AND DATA PRIVACY
Safety, security, and privacy are top priorities at TomTom,
and we are dedicated to ensuring that our customers can
trust our products and services with their personal data. We
follow a safety-, security-, and privacy-by-design approach,
which means that we carefully consider data privacy,
security, and proper management of data throughout the
entire design, engineering, and operations process.
Data privacy is a fundamental aspect of our business, and
we adhere to the EU General Data Protection Regulation
(GDPR) on a global scale. This enables us to offer a high
level of protection to our users worldwide, as we can only
use their data when strict regulations are met. We invest in
comprehensive training programs for our employees to
ensure they are fully aware of data privacy and security
requirements. These training programs include company-
wide e-learning sessions and targeted trainings.
DATA SOURCING AND PARTNERSHIPS
We recognize the importance of responsible data sourcing
and the establishment of strategic partnerships in our quest
to drive innovation. We collaborate with partners to access
the latest advancements in data collection, processing, and
analysis. Our commitment to responsible data sourcing
ensures we adhere to the highest ethical standards when
obtaining and utilizing data, while safeguarding the privacy
and security of our users. By forging strong partnerships, we
can leverage synergies, share knowledge, and develop
cutting-edge solutions for a more sustainable world.
RESPONSIBLE AI AND AUTOMATION
As a technology company, we are at the forefront of
leveraging AI and automation to enhance user experiences
and improve efficiency. We are committed to the responsible
development and application of AI and automation
technologies, ensuring that they are aligned with our values
and ethical principles. This includes prioritizing transparency,
fairness, privacy, and security, as well as addressing
potential biases and unintended consequences.
We actively engage with stakeholders to understand their
perspectives and concerns and collaborate with industry
experts and researchers to stay informed about best
practices and emerging trends. By incorporating these
principles into our technology, we strive to create innovative
solutions that not only drive our business forward but also
contribute to the greater good of society.

| GOVERNANCE |  |

|  | SUSTAINABILITY | PAGE 29 |

| KPI 1. Percentage of engineers certifiably trained on security |
| Target 1. 75% of engineers certifiably trained by 2025 |
| Performance 1. 19% of engineers certifiably trained at year-end (2022: 9%) |
| As a software company, information security and data privacy have always been a priority at TomTom. We focus on giving everyone the right to privacy when using our technology. TomTom follows a safety-, security-, and privacy-by-design approach to ensure the entire life cycle of our products and services is designed to enable user privacy, user control over their data, and strong data security. As part of this approach, we consider data privacy, security, and the proper management of data from the start of design through the entire engineering and operations process. Our core values emphasize the importance of treating personal data with the utmost care, ensuring that our products and services protect user privacy while delivering the best experience possible. Through this approach, we seek to mitigate risk of potential negative impacts on our employees, customers, partners, and broader society. |

We are deeply committed to developing and maintaining a
secure, ethical, and controlled digital environment where
our users can confidently engage with our technology,
knowing their personal information is protected and
managed responsibly.
SECURITY AND PRIVACY AS CORE PRINCIPLES
Our approach to information security and data privacy is
rooted in fundamental human rights, which we use as core
guiding principles. We prioritize the right to privacy and
strive to create a culture of awareness and continuous
improvement. By implementing stringent global regulations,
such as the GDPR, we demonstrate our dedication to
upholding the highest standards in data protection.
Furthermore, our focus on employee training and education
ensures that TomTom'ers are aligned with our mission to
safeguard user data, and contribute to developing secure,
innovative, and privacy-focused products and services.
Importantly, information security and data privacy are also
essential elements of the responsible usage AI. As such, our
security and privacy governance frameworks guide how
TomTom maximizes the experienced benefits of AI while
managing possible risks, including security and privacy. For
more information on our approach to AI, please refer to the
Responsible AI and automation section.
STRENGTHENING SECURITY
In 2023, we continued to strengthen our certified
Information Security Management System (ISMS). TomTom
achieved ISO 27001:2022 certification, becoming one of the
first organizations to be certified based on this latest
standard. This accreditation distinguishes us from
competitors and demonstrates our commitment to
continuously improving security – safeguarding data,
protecting systems and networks, and maintaining
information confidentiality, integrity, and availability.
TomTom also achieved an accreditation as Trusted
Information Security Assessment Exchange (TISAX), covering
our Automotive business. This label meets our customers’
high demands for information security and data privacy.
We have also launched the Security Champions Program, a
network of employees passionate about learning, promoting,
and driving security in their respective areas. These
champions are force multipliers for promoting security and
will play a critical role in scaling security initiatives and
helping to implement security requirements across TomTom.
TomTom continued implementing the security education
program, launched in mid-2022, and targets certifiably
training over 75% of engineers on security by 2025.
MONITORING INTENSIVELY AND RESPONDING QUICKLY
We have developed and implemented comprehensive
information security and safety dashboards. These provide
transparency, visibility, and easy access across the
organization's information security and data privacy status
and KPIs, which we follow and report regularly.
We also monitor information security and data privacy
progress and status by conducting regular internal and
external assessments and through our 24/7 monitoring and
external security researcher program.
We continued to monitor the progress of employee training
initiatives to ensure our team was well-equipped to handle
information security and data privacy challenges.
OUR PERFORMANCE IN 2023
Throughout the year, we made solid progress with our
information security and data privacy efforts. Our ISO27001-
certified ISMS continued to serve as a cornerstone of our
commitment while getting the TISAX L3 label exceeded
expectations and demonstrated the maturity of our ISMS.
Further, we strengthened our continuous security monitoring
and security incident response capabilities and managed all
security incidents without any business impact.
As regards our goal of training our engineers on security, we
note that, at year-end, 19% of our engineers were trained
(2022: 9%). We aim to ramp up our training efforts over the
coming two years.
For more information
How we use our customers' data:
Privacy at TomTom

| GOVERNANCE CONTINUED |  |

|  | SUSTAINABILITY | PAGE 30 |

Information
security and
data privacy

| KPIs, targets, and performance We are in the process of developing measures that give us insight into our success in responsibly sourcing data and establishing constructive partnerships. Since the development of relevant and reliable measures is ongoing, we have not yet set specific KPIs or targets on this topic. |
| Building a global map that is richly detailed, highly accurate, and always up-to-date requires the ingestion of vast amounts of data. Our mapmaking platform brings together location-related data from various sources, including open sources such as the OSM community, our customers and partners, and ourselves. We recognize the importance of responsibly sourcing this data and establishing partnerships built on trust, transparency, and a shared set of values, thereby advancing our partners' goals. As such, our approach to data sourcing and partnerships is focused on ethical business practices, respect for user privacy, and the delivery of high-quality products and services. We firmly believe that the establishment of collaborative partnerships, and specifically those geared toward the exchange of standardized location-related data, is crucial in revolutionizing location technology. At the same time, we are mindful to protect proprietary data and technologies to maintain our competitive edge. |

Our strategy involves bringing together data from a wide
range of sources to create a smarter map of the world.
This requires strong collaboration with our data providers
and partners, as well as attracting other parties to be part
of our common data standard and ecosystem.
FOSTERING COLLABORATION
A key aspect of our approach is fostering collaboration with
OSM and other partners. We believe in uniting all data on a
common standard to create and sustain an up-to-date map
of the world. As a good member of the OSM community, we
adhere to their guidelines and support their goals of
promoting diversity and inclusion within the fields of GIS,
mapping, and technology.
In 2023, our Community & Partnerships team worked closely
with OSM communities worldwide. We collaborated with
organizations like Meninas De Geo and Geo Chicas in Latin
America, providing training, resources, and ongoing support
to empower women in mapping and technology. Through
initiatives like these, we aimed to bridge gaps in
undermapped regions and contribute to humanitarian
efforts, such as those led by HOTOSM (Humanitarian OSM).
To that end, we actively engaged with local OSM
communities throughout 2023, in places like Ghana, Poland,
Brazil, India, Egypt, and Thailand. These collaborations
facilitated map quality improvement efforts and supported
educational initiatives. We also played a vital role in
humanitarian mapping endeavors, particularly in response to
emergencies like the February 2023 earthquakes in Turkey.
Our contributions of thousands of map changes aided in
rescue efforts.
Besides these collaborations with OSM communities, we
also worked with authorities, helping them to leverage OSM.
In Italy, for instance, our Community & Partnerships team
worked with local authorities to enhance emergency
response by incorporating missing street and mountain path
details into OSM, thereby benefiting both residents and
tourists. These efforts have not only improved emergency
routing but also serve as a model for other communities to
follow.
ROBUST DATA GOVERNANCE
To protect both our proprietary data and that of other
parties, we prioritize the implementation of robust data
governance protocols. We govern the ingestion of third-
party data through contractual terms on data sources,
ensuring compliance and safeguarding proprietary
information. We maintain a vetted restriction list for suppliers
to ensure that data from trusted sources is used.
Further, to maintain data integrity and quality, we review
product configuration at the creation level. We ensure that
there is no unintentional mix of OSM and proprietary data,
guaranteeing the accuracy and reliability of our maps.
In 2023, our data governance protocols were put into action
through rigorous analysis of source data. We analyzed the
quality and accuracy of the data to ensure that it met our
standards. This meticulous process helped us maintain the
integrity and reliability of our maps.
ATTRACTING AND ONBOARDING NEW PARTNERS
In order to expand our map platform ecosystem, we develop
strategies to attract and onboard new partners. We highlight
the benefits and value proposition of joining our ecosystem
and the data standard promoted through the Overture Maps
Foundation, showcasing the advantages of collaborating
with TomTom.
NURTUR ING SHARED SUCCESS
Through collaboration with OSM and other partners,
including those within the Overture Maps Foundation, we
unite data on a common standard. This way, we create rich,
accurate, and fresh maps. Further, by attracting and
onboarding new customers and partners to mapmaking
ecosystem, we continue to enhance our data sourcing
capabilities and provide customers and their end-users with
high-quality, reliable, and impactful location technology.

| GOVERNANCE CONTINUED |  |

|  | SUSTAINABILITY | PAGE 31 |

Data
sourcing and
partnerships

| KPIs, targets, and performance We are in the process of formalizing our AI and automation strategy, which includes the development of measures that provide insights into our success in responsibly deploying these technologies. Since the development of relevant and reliable measures is ongoing, we have not yet set specific KPIs or targets on this topic. |
| The integration and utilization of AI enables computer systems to perform tasks that typically require human intelligence. As such, AI and automation can be integral to business operations within the technology and software industry. TomTom embraces the transformative power of AI and automation to redefine our industry, foster innovation, and unlock new opportunities, thereby advancing our positive impact. By prioritizing responsible AI and data governance, we ensure that our AI technologies are developed and utilized in an ethical and transparent manner so as to mitigate any potential risks and negative impacts associated with the use of AI. Through our commitment to education, training, and support for our employees, we empower them to make the most out of AI and drive their personal development as well as our collective success. |

In the rapidly evolving technological landscape, we
recognize the importance of harnessing the power of
generative AI to unlock new possibilities, foster
innovation, and stay at the forefront of location
technology. We are committed to responsibly infusing AI
into our products and operations, while prioritizing data
governance and adhering to ethical standards.
HARNESSING AI TO ADVANCE INNOVATION
We actively promote and support our tech teams in
leveraging the capabilities of generative AI to foster
innovation. We provide our teams with the necessary
resources, including access to advanced AI tools, datasets,
and computing infrastructure. We encourage cross-
functional collaboration, enabling our engineers to work
together and leverage their collective expertise in
developing AI-driven solutions.
Our collaborative embrace of and approach to AI and
automation allow us to push the boundaries of what is
possible and deliver cutting-edge, value-add products and
services to our customers
BOOSTING OUR IMPACT
We recognize the potential of AI technology to significantly
boost our engineers' effectiveness and impact. To achieve
this, we support the use of AI tools such as GitHub Copilot
and Office 365 Copilot. In addition, we also invest in
developing proprietary AI-driven tools tailored to
TomTom'ers' specific needs, including internal LLMs, to
safeguard privacy and security.
These tools enable teams at TomTom to streamline their
workflows, automate repetitive tasks, and enhance their
overall productivity. By incorporating AI into our day-to-day
operations, we empower our employees to enlarge and
enhance their impact.
EMPOWERING OUR PEOPLE
At TomTom, we understand that effective and responsible
utilization of AI requires a knowledgeable workforce. To
empower our employees, we provide comprehensive
training programs and workshops on AI technologies,
including machine learning, deep learning, and natural
language processing. These programs are designed to cater
to employees at all levels, from technical specialists to non-
technical staff, ensuring that everyone has a foundational
understanding of AI concepts and their potential
applications.
Additionally, we organize knowledge-sharing sessions
where employees can learn from experts within the
organization and stay updated on the latest industry trends.
Our newsletters and internal forums provide a platform for
employees to discuss AI-related topics and share their
experiences and insights.
By investing in the education and upskilling of our workforce,
we foster a culture of continuous learning and enable our
employees to leverage AI technologies effectively. This not
only enhances their professional growth but also ensures AI
is utilized responsibly and ethically throughout TomTom.
RESPONSIBILITY AND DATA GOVERNANCE
Data governance and responsible AI principles are a top
priority for TomTom. We strive to adhere to all legal and
ethical standards, ensuring the protection of sensitive data
and user privacy. Transparency is key to our approach, and
we are committed to promoting AI ethics education within
our organization. By prioritizing robust data governance and
responsible AI practices, we ensure that our AI technologies
are developed and utilized in a manner that is trustworthy
and beneficial to all stakeholders.

| GOVERNANCE CONTINUED |  |

|  | SUSTAINABILITY | PAGE 32 |

Responsible
AI and
automation
EU Taxonomy reporting
The EU Taxonomy establishes an EU-wide classification
framework intended to provide businesses and investors
with a common language to identify and report on to what
degree economic activities can be considered
environmentally sustainable through the creation of activity-
specific sustainability criteria.
Under the requirements of the EU Taxonomy, companies
currently in scope of Directive 2014/95/EU on the disclosure
of non-financial information, which has been implemented
into Dutch law through the Decree disclosure on non-
financial information (‘Besluit bekendmaking niet-financiële
informatie’), need to disclose the proportion of their activities
that are taxonomy-eligible and taxonomy-aligned in terms of
their turnover, Capital Expenditures (CAPEX) and Operating
Expenses (OPEX) including certain qualitative information.
From reporting year 2022, we have been assessing the
extent of eligibility as well as the alignment of our economic
activities with the environmental objectives: Climate change
mitigation and Climate change adaptation. Additionally for
reporting year 2023, we are also required to assess the
eligibility of our activities against the remaining four
environmental objectives as defined by Article 9 of the
Taxonomy Regulation: Sustainable use and protection of
water and marine resources, Transition to a circular
economy, Pollution prevention and control, and Protection
and restoration of biodiversity and ecosystems
Our assessment on the eligibility and alignment of our
business activities with the Taxonomy is made based on EU
Delegated Acts. For the assessment of eligibility, we
consider the NACE macro sectors and activities listed in the
Annexes for all the above-mentioned objectives, as
published by the EU. Given the nature of our activities and
industry, we did not identify any economic activities that can
be considered as eligible activities for the four
environmental objectives mentioned above.
For an assessment of eligibility and alignment with Climate
change mitigation and Climate change adaptation
objectives, our conclusion for the turnover remains
unchanged compared with 2022. Our revenue-generating
activities still do not fall under any of the activities described
in those Annexes as they mostly apply to specific sectors
with high CO 2 emissions. Consequently, the proportion of
our current revenue that can be considered as Taxonomy-
eligible and Taxonomy-aligned is 0% for both 2023 and
2022. The applied denominator for EU Taxonomy turnover is
defined as Revenue as disclosed in note 6 to the
consolidated financial statements. Further disclosures as
well as the applied accounting policy can be found in the
same note.
More information on our product offerings and their
contribution in making a positive impact on the environment
can be found in the Environmental section of this chapter.
For the CAPEX and OPEX KPIs, our efforts to make our
offices and facilities more sustainable through activities such
as the implementation of energy management systems and
energy efficient lighting, can be considered as eligible
activities.
Based on our assessment we identified 6.6% of CAPEX to be
eligible, and 1.4% to be aligned (2022: 0.2% eligible and
aligned). For OPEX, 0.08% is eligible and 0.02% is aligned
(20 22: 0.02% eligible and aligned). In the Non-financial
information chapter on pages 125 to 127, we present the
outcome of our assessment in more detail.
For assessing the extent of alignment we reviewed the
criteria in article 3 of the Regulation (EU) 2022/852 and the
associated technical screening criteria included in the
Delegated Acts. We identified the portion of our eligible
activities that meet all technical criteria, and can thus be
considered as Taxonomy-aligned activities. Such activities
are included as part of the numerators of the respective
KPIs. We ensured that expenditures are not double counted
and are only allocated once to each of the KPIs.
The denominator for the CAPEX KPI includes additions in
Intangible assets, Property, plant & equipment (PP&E), and
Lease assets, including reassessment. Refer to note 14-16 of
the financial statements for more information on the
additions to the above-mentioned assets as well as the
related accounting policies. The denominator for the OPEX
KPI is determined based the EU Taxonomy definition which
covers direct non-capitalized costs that relate to research
and development, building renovation measures, short-term
leases, maintenance and repair, and any other direct
expenditures relating to the day-to-day servicing of assets or
property, plant and equipment. This differs from the total of
operating expenses in our financial statements.
Our assessment is based on our interpretations of how the
regulation applies to our business activities and the impact
thereof on eligibility and alignment. We will continue to
assess our eligibility and the extent of EU Taxonomy
alignment in 2024. Future guidance could result in more
accurate definitions and altered decision-making in meeting
reporting obligations that may come into force, which could
impact future EU Taxonomy reporting.

| EU TAXONOMY |  |

|  | SUSTAINABILITY | PAGE 33 |

|  | TOMTOM NV | ANNUAL REPORT 2023 | PAGE 34 |

Governance |  |
Corporate governance | 35 |  |
Management Board | 38 |  |
Supervisory Board | 41 |  |
Supervisory Board report | 45 |  |
Remuneration report | 50 |  |
Risk management and control | 62 |  |
Investor relations | 68 |  |
Management Board statements | 69 |  |

Committed to conducting an ethical,
transparent, and accountable business
At TomTom, we foster sound corporate governance. Our
governance framework is driven by five themes.
Culture
Our people and culture are fundamental to our success.
Innovation is not only present in our technology, but is also
part of who we are, both as individuals and as a global
collective of over 3,700 p eople. Together we think big,
share, learn fast, and support each other’s growth and
development. We have an agile work culture with an
entrepreneurial spirit, where talent makes an impact. More
information is provided in the Sustainability chapter.
Responsible business practices
We develop location technologies to overcome our
customers' mobility challenges, accelerating the future of
mobility. We embrace our responsibility to not only minimize
our negative impact, but also to maximize our positive one.
We do so by giving back to the communities in which we are
present. Our ethical business practices, including those
relating to stringent data privacy, uphold our commitment to
transparency. We engage with stakeholders to understand
their perspectives and interests. A thorough understanding
of our stakeholders’ interests gained during double
materiality assessment, as well as the refinement on relevant
sustainability KPIs and targets and ESG reporting practices
will further enable us to move toward a fully integrated ESG
strategy.
Compliance with laws and regulations
Our governance structure is predominantly based on our
Articles of Association, Dutch Civil Code (DCC) requirements,
the updated Dutch Corporate Governance Code (the Code),
and is complemented by our Code of Conduct, internal
policies, and procedures. Our Compliance Management
Framework supports us in continuously assessing,
monitoring, and further maturing the programs we have in
place to ensure we comply with the Code, applicable laws
and regulations, and relevant developments.
Sustainable long-term value creation
We aim to create the most meaningful impact for all
stakeholders in everything we do, powered by a robust
sustainable value creation model. Together with our people,
customers, and partners we are leading progress. We strive
to create the most innovative technologies that help
advance our vision and business. We allocate capital to
those areas we think offer the best prospects for growth and
returns. The How we create value section provides more
details.
Risk management and internal control framework
Risk management forms an integral part of our governance
and business management. The TomTom risk management
process is designed to identify and assess opportunities and
risks at the earliest stage. We take appropriate measures to
seize opportunities and mitigate business losses, aiming to
avert risks that could jeopardize our future, thereby
strengthening our value creation ability. Our Internal Control
framework is designed to maintain integrated management
control over the company’s operations, principally to
guarantee the integrity of our financial reporting and
compliance with laws and regulations. More information is
provided in the Risk management and control section.

| CORPORATE GOVERNANCE |  |

|  | GOVERNANCE | PAGE 35 |

COMPANY STRUCTURE
TomTom N.V. is a public limited liability company
incorporated under Dutch law and listed on Euronext
Amsterdam in the Netherlands.
TomTom has a two-tier board structure, comprised of a
Management Board and a Supervisory Board, accountable
to the General Meeting for the performance of their duties.
CAPITAL STRUCTURE
The company’s authorized and issued share capital structure
on 31 December 2023 is reflected in the table.

Share capital | Type | Nominal value (€) | Number
Authorized | Ordinary | 0.20 | 300,000,000
| Preferred | 0.20 | 150,000,000
Issued | Ordinary | 0.20 | 132,366,672

Substantial shareholdings and short positions
Shareholders owning 3% or more of the issued capital and/
or voting rights of a listed company (a substantial
shareholding or short position) must report this to the
Netherlands Authority for the Financial Markets (AFM) as
soon as this threshold is reached or exceeded.
The following shareholders, (in)directly holding 3% or more
of TomTom’s issued capital and/or voting rights, were
registered with the AFM as of 31 December 2023:

Name | % issued capital or % voting rights
Harold Goddijn – Founder | 11.7%
Corinne Vigreux – Founder | 11.3%
Peter Frans Pauwels – Founder | 11.1%
Pieter Geelen – Founder | 10.7%
J.H.H. de Mol | between 5% and 10%
Teslin Participaties Coöperatief U.A. | between 5% and 10%
DNB Asset Management AS | between 3% and 5%
TomTom N.V. | 3.6%

GENERAL MEETING
The General Meeting, held at least once a year, takes place
in Amsterdam, the Netherlands and is convened by public
notice via our website.
Recurring agenda items include the adoption of the financial
statements, the discharge of the Management Board and
Supervisory Board from responsibility for their respective
duties performed in the previous financial year, and the
remuneration of the Management Board and the Supervisory
Board.
If deemed necessary for the company’s interests, an
Extraordinary General Meeting may be convened by
resolution of the Management Board or the Supervisory
Board.
The minutes and the resolutions of the General Meeting are
recorded in writing and made available to shareholders on
our website no later than three months after the meeting.
Powers of the General Meeting
The General Meeting has the following rights and powers:
• adopt the financial statements;
• approve amendments to the Articles of Association;
• appoint, suspend, or dismiss members of the Management
Board and the Supervisory Board;
• discharge the Management Board and Supervisory Board
from responsibility for the performance of their respective
duties for the previous financial year;
• advise on the remuneration report of the Management
Board and the Supervisory Board;
• approve remuneration policy every 4 years and any
amendments to the remuneration policy of the
Management Board and the Supervisory Board;
• authorize the Management Board to repurchase or cancel
outstanding shares;
• authorize the Management Board to issue, or to grant
rights to subscribe for, shares in the capital of the company
for general and/or specific purposes (up to 10% of the
issued share capital);
• authorize the Management Board to restrict or exclude the
preemptive rights of existing shareholders on the issuance
of, or right to subscribe for, shares in relation to authority
granted, as mentioned above; and
• appoint the external auditor.
Voting rights
Each of our ordinary shares and preferred shares, the latter
having not been issued, is entitled to one vote. The voting
rights attached to any shares held by the company are
suspended while they are held in treasury.
Resolutions of the General Meeting require an absolute
majority of the votes cast for adoption, unless a special
majority is mandated by Dutch law or the company’s Articles
of Association.
The company’s Articles of Association stipulate the voting
percentage required to execute the powers of the General
Meeting, in accordance with Dutch Law.
For the following resolutions of the General Meeting, a
minimum of 50% of our issued share capital must be
represented at the meeting, and at least two-thirds of the
votes cast by those in attendance are required:
• cancel a binding nomination for the appointment of a
member of the Management Board or the Supervisory
Board;
• appoint a member of the Management Board or the
Supervisory Board in contravention of the binding
nomination by the Supervisory Board; or in case the
Supervisory Board did not make use of its rights to make a
binding nomination; and
• dismiss or suspend a member of the Management Board
or the Supervisory Board.

| CORPORATE GOVERNANCE CONTINUED |  |

|  | GOVERNANCE | PAGE 36 |

Regardless of the share capital represented at the General
Meeting, the following resolutions require a majority of at
least two-thirds of the issued share capital that is
represented at the meeting:
• amend of the Articles of Association;
• restriction and exclusion of preemptive rights, or the
designation of the Management Board as the authorized
body to exclude or restrict such rights;
• reduction of the issued share capital; and
• a legal merger or legal demerger of the company.
Issuance of shares
The Management Board, subject to the approval of the
Supervisory Board, is authorized by a resolution of the
General Meeting to issue shares, or grant rights to subscribe
for shares, limited to 10% of the issued share capital. A
separate resolution of the General Meeting is not required
for the issuance of shares under this authorization.
The Management Board remains of the view that it is in the
company’s best interests to be able to react promptly when
business opportunities arise that require the issuance of
ordinary shares.
The Management Board wishes to be authorized to issue
ordinary shares, or grant rights to subscribe for shares,
should such a need arise, without the requirement of prior
approval from the shareholders at an Extraordinary General
Meeting. Such meetings take time to convene and may
potentially spark disruptive market speculation.
Treasury shares
TomTom generally uses treasury shares to cover its
commitments arising from its long-term employee incentive
plans. On 31 December 2023, t he remaining number of
treasury shares outstanding was 4,717,362, equal to a capital
interest of 3.6% of TomTom N. V.
Treasury shares purchased as part of the €50 million share
buyback commenced in October 2023 are intended to be
cancelled, following shareholder approval.
Preferred shares
Stichting Continuïteit TomTom (referred to as the
Foundation) was established in 2005, with a board
independent of TomTom. The Foundation’s purpose is to
protect the interests of the company and all of its
stakeholders, and to prevent situations or mitigate
circumstances that may threaten the company's continuity or
identity.
The Foundation has been granted a call option that allows it
to subscribe for preferred shares up to 100% of the
aggregate nominal value of the outstanding ordinary shares
at the time of issuance, up to a maximum of the number of
preferred shares included in the authorized capital at the
time of issuance. The Foundation shall subscribe for
preferred shares at par value, paying one-quarter of the
nominal value immediately after subscribing.
The remaining three-quarters will only need to be paid upon
the company's request, in accordance with Article 2:84 of
the DCC. 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 Articles of Association and the legislation on
takeovers.
Unless the preferred shares have been issued pursuant to a
resolution of the General Meeting, the 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 purchase or withdrawal resolution is
adopted at such meeting, a General Meeting will be
convened every year thereafter as long as the preferred
shares remain outstanding.
To date, no preferred shares have been issued.
2023 General Meetings
During 2023, one General Meeting was held.
T he General Meeting was held on 14 April 2023. The key
resolution passed by the Annual General Meeting was the
reappointment of Taco Titulaer as a member of the
Management Board.
The General Meeting also approved the Management Board
Investment Plan. This plan allowed the Management Board
to forfeit their 2022 bonuses, in full or in part, in exchange
for TomTom restricted stock units (RSUs).
An updated remuneration policy of the Management Board
and Supervisory Board will be presented for voting at the
Annual General Meeting to be held in 2024.
For more information
Corporate Governance
TomTom Shareholder Meetings

| CORPORATE GOVERNANCE CONTINUED |  |

|  | GOVERNANCE | PAGE 37 |

Management Board
The Management Board is responsible for the day-to-day management of TomTom’s operations. Our Management Board consists of three members.

| Current positions |
| Member of the Supervisory Board of Coolblue |
| Former positions |
| Harold began his career with a venture capital firm. In 1989, he founded and led Psion Netherlands BV, a joint venture with Psion PLC. He also served on the board of Psion PLC. In 1991, he co-founded TomTom together with Corinne Vigreux, Peter- Frans Pauwels, and Pieter Geelen. Harold has been the CEO of TomTom since 2001. |
| Education |
| Master’s degree in Economics, University of Amsterdam |

| Current positions |
| Member of the Executive Master of Finance and Control Advisory Board, University of Amsterdam, and Member of the Chief Economist Roundtable, Ministry of Economic Affairs and Climate Policy |
| Former positions |
| Taco joined TomTom in 2005, holding various senior management positions in Group Control, Treasury, and Investor Relations before his appointment as CFO in 2015. Prior to TomTom, Taco spent eight years with KPN, holding senior management roles in Finance and Investor Relations. |
| Education |
| Master’s degree in Business Economics, University of Groningen |

| Current positions |
| None |
| Former positions |
| Alain founded Informatics and Management Consultants (I&M). In 1989, I&M was integrated into the Dutch Tele Atlas Group. From 1990, Alain headed Tele Atlas, which was acquired by TomTom in 2008. The same year, Alain became a member of TomTom’s Management Board. Alain also served as non- executive director of Cyient Limited. |
| Education |
| Graduated as engineer-architect, University of Ghent |

| MANAGEMENT BOARD |  |

|  | GOVERNANCE | PAGE 38 |

Harold Goddijn
Chief Executive Officer
Dutch Nationality / Age 63 / Male
Year of first appointment 2001
Term of office 2021 - 2025
Taco Titulaer
Chief Financial Officer
Dutch Nationality / Age 52 / Male
Year of first appointment 2015
Term of office 2023 - 2027
Alain De Taeye
Management Board Member
Belgian Nationality / Age 66 / Male
Year of first appointment 2008
Term of office 2020 - 2024
Composition and appointment
As per our Articles of Association, the Management Board must consist of at least two
members, and is jointly (two members acting jointly) authorized to represent the company.
Each member is appointed for a maximum period of four years, with the possibility of re-
appointment to successive four-year terms in line with the Code.
No member holds more than two supervisory positions at Dutch ‘large companies’, in
accordance with article 2:132a of the DCC.
The General Meeting appoints the members of the Management Board, subject to a binding
nomination from the Supervisory Board.
Diversity
The Management Board’s composition is based on diversity of experience, background,
skills, knowledge, and insights. Our current board composition allows the Management
Board to execute the strategy efficiently, supported by our Senior Leadership Team (not
deemed an executive committee under the Code).
Currently, TomTom has no women in the Management Board, e ven though a target was set
to have at least one woman in the Management Board.
We recognize that diversity, equity, and inclusion are key drivers of the company’s innovation
and achievements. After the term of a currently appointed Management Board member has
lapsed, the Selection and Appointment Committee will consider and review the
reappointment of current Management Board members and, in case of ineligibility for
reappointment, consider potential candidates in accordance with the TomTom succession
planning strategy to replace this Management Board member considering their individual
qualifications and experience.
As our workforce is increasingly composed of highly technical and engineering roles, we
acknowledge the complexities involved in reaching gender equality targets. Nevertheless, as
part of our wider ambition to take important steps forward for representation, in 2022, we
have introduced a target to achieve 20% female representation in senior management,
defined as director level and above, by the end of 2025.
More information on diversity and inclusion can found in our revised Diversity, Equity and
Inclusion Policy, the Sustainability chapt er, and on the TomTom website.
Responsibilities
The Management Board is responsible for the day-to-day management of TomTom and is
guided by the company's interests and considers the interests of all stakeholders.
The Management Board’s responsibilities involve, among others:
• creating sustainable long-term value by establishing and achieving strategic objectives;
• managing an adequate risk management and internal control framework;
• managing legal compliance and sustainability matters; and
• managing the environmental, social and governance matters relevant to the c ompany.
The Management Board consults with the Supervisory Board on important matters and
presents key decisions to the Supervisory Board for its preapproval, as detailed in the
company’s Articles of Association available on our corporate governance website page. The
Management Board is accountable for its actions to the Supervisory Board and the General
Meeting.
Risk management and internal control framework
We have a risk management and internal control framework in place. Our risk management
strategy is designed to identify and evaluate opportunities and risks at the earliest
opportunity, enabling us to take appropriate measures, seize these opportunities, and
mitigate business losses. Our Portfolio Management department provides continuous
monitoring of strategic risks and opportunities throughout the year.
Our corporate risk management function oversees operational, financial, legal, and
compliance risks, and holds regular meetings with our product units to ensure
comprehensive reporting on the group’s overall risk profile. This group risk profile is
considered when establishing our strategy, annual business plans, and budgets. Our internal
controls are included and maintained within the Internal Control Framework.
The Audit Committee supports the Supervisory Board in their responsibility to oversee the
system of internal control and risk management, including the effectiveness of internal
auditors. Further, the Audit Committee monitors ESG reporting and aspects important to our
company's performance and ethical standards. For additional information, reference is made
to the Audit Committee activities outlined in the Supervisory Board report.
A full overview of the risk management and the internal control framework is provided in the
Risk management and control section.

| MANAGEMENT BOARD CONTINUED |  |

|  | GOVERNANCE | PAGE 39 |

Committees
The Management Board is supported by committees in its day-to-day management
responsibilities.

Committees |  | Composition |  | Responsibilities
Senior Leadership Team 1 |  | Chief Product Officer, Chief Revenue Officer, SVP Engineering Maps, SVP Product Engineering, Chief Marketing Officer, and Chief HR Officer |  | Support the Management Board members with expertise and advice in executing the company's strategy and business priorities.
Technology, Risk & Compliance Forum |  | Chief Product Officer, SVP Engineering Maps, SVP Product Engineering, Chief Revenue Officer, and representatives from Product Units, Security & Safety, Engineering Departments and Shared Services |  | i) Establish and maintain an adequate information security management system aligned with the company's priorities and with the Management Board and Senior Leadership Team's decisions on strategy priorities and risks; and ii) report on business-critical compliance matters.
Disclosure Committee |  | Chief Revenue Officer, and representatives of Business Units, Legal, Group Control, Investor Relations, and Corporate Communications |  | i) Ensure compliance with the disclosure requirements under applicable laws and regulations; ii) assist and inform the Management Board on the maintenance and evaluation of disclosure controls and procedures; and iii) gather all relevant financial and non-financial information and assess materiality, timelines, and necessity for disclosure of such information.
ESG Committee |  | SVP Engineering Maps, and senior management representatives of Business Units, Product Units, HR, IT, Marketing, Legal, and Finance |  | Guide and monitor TomTom's ESG strategy, oversee communications, reporting and disclosures, and consider current and emerging ESG topics.

1. Not deemed to be an Executive Committee, as referred to in best practice provision 2.1.3 of the Code.
Conflicts of interest
Members of the Management Board must report any (potential) conflict of interest to the
Chair of the Supervisory Board. The Supervisory Board shall decide whether a conflict of
interest exists.
In case of a (potential) conflict of interest, the member of the Management Board shall
abstain from participating in discussions and decision-making related to the subject or
transaction causing the conflict of interest with the company. Decisions to proceed with
transactions that may result in conflicts of interest of material significance to the company
and/or to the relevant member(s) of the Management Board require the approval of the
Supervisory Board. No such transactions were concluded in 2023.
Additionally, in accordance with provision 2.7.5 of the Code, we confirm that no transactions
occurred in 2023 between the company and legal or natural persons who hold at least 10%
of the company’s shares.
Remuneration
The Supervisory Board determines each Management Board member’s remuneration in
accordance with the Remuneration Policy. Based on the Shareholders Rights Directive and
the DCC, the Remuneration Policy is subject to a binding vote of the General Meeting every
four years, with the first vote taking place in 2020.
The application of the Remuneration Policy over 2023 is described in the Remuneration
report and is subject to an advisory vote of the General Meeting in 2024. A revised
Remuneration Policy will be presented for approval by the General Meeting to be held in
2024.
The remuneration of individual members of the Management Board can be found in the
Remuneration report. The Remuneration Policy can be found on our website.

| MANAGEMENT BOARD CONTINUED |  |

|  | GOVERNANCE | PAGE 40 |

Supervisory Board
The Supervisory Board supervises the Management Board and TomTom’s general affairs and supports the Management Board by providing advice. Our Supervisory
Board consists of five members.

| Current positions |
| Chair of the Supervisory Board of Ebusco Holding NV |
| Former positions |
| CEO of Springer Science+Nature, CEO of Elsevier Science, Executive Board Member of Reed Elsevier PLC, Vice Chair of the Supervisory Board of KPN, and Non-Executive Board Member at Albelli, member of the SvB of Azerion Group NV |
| Committees |
| RemCo, SelCo (Chair) |
| Expertise |
| Business leadership, commercial, and transformation |

| Current positions |
| Vice Chair of the SvB and Chair of the Audit Committee of Wolters Kluwer NV, SvB member, Chair of the Audit Committee and member of the ESG Committee of Boskalis, Member of the SvB, Chair of the Audit Committee and member of the Remuneration Committee of ASML NV, Non-Exec Board member of Oranje Fonds, Board member of St. Preferente Aandelen Philips, and Chair of the Board of VEUO |
| Former positions |
| Advisory Board member of Metyis, SvB member and Chair of the Audit Committee of Corbion NV, Vice Chair of the Exec Board and CFO of Royal Vopak NV, Senior Partner & Transaction services Territory Leader PwC, and formerly employed with the Dutch Ministry of Finance |
| Committees |
| AC (Chair) |
| Expertise |
| Finance, audit and risk management, governance, and international business |

| Current positions |
| Member of the Board of Directors of Santander Digital Consumer Bank and Acoustic, Inc., and International Board of Advisors member of Santander Group |
| Former positions |
| Senior Vice President of IBM, Board of Directors member of Precisely Inc., HZO, Inc., Symbotic, Inc. |
| Committees |
| AC |
| Expertise |
| Technology, innovation, and transformation |

| SUPERVISORY BOARD |  |

|  | GOVERNANCE | PAGE 41 |

Derk Haank
Chairman
Dutch Nationality / Age 70 / Male
Date of first appointment 28 September 2018
Term of office 2022 - 2026
Michael Rhodin
Supervisory Board Member
American Nationality / Age 63 / Male
Date of first appointment 24 April 2017
Term of office 2021 - 2025
Jack de Kreij
Deputy Chairman
Dutch Nationality / Age 64 / Male
Date of first appointment 1 January 2017
Term of office 2021 - 2025

| Current positions |
| CEO at Trengo, and Board Member of the Prins Bernhard Natuur Fonds |
| Former positions |
| COO and Managing Director of InSided, Supervisory Board member of Vonq, COO of WeTransfer, COO of Signal AI, Chair of the Advisory Board of One Planet Crowd and consultant at McKinsey & Company |
| Committees |
| RemCo (Chair), SelCo |
| Expertise |
| Technology, innovation, and transformation |

| Current position |
| CEO of Gerson Lehrman Group, and member of the New York Board of the All Stars Project |
| Former positions |
| Member of the board of directors of Gerson Lehrman Group, CEO of Arizent, CEO of PIRA Energy Group, formerly employed by Thomson Reuters, Infogroup and Altegrity, and member of the Innovation Board of Wolters Kluwer NV |
| Committees |
| AC |
| Expertise |
| Business leadership, stakeholder management, and transformation |

| SUPERVISORY BOARD CONTINUED |  |

|  | GOVERNANCE | PAGE 42 |

Marili 't Hooft-Bolle
Supervisory Board Member
Dutch Nationality / Age 50 / Female
Date of first appointment 24 June 2022
Term of office 2022 - 2027
Gemma Postlethwaite
Supervisory Board Member
British Nationality / Age 47 / Female
Date of first appointment 1 October 2022
Term of office 2022 - 2027
Composition and appointment
The Supervisory Board is composed of at least three members. The Supervisory Board
appointed a Chair and a Deputy Chair from among its members.

|  |  |  |  | Appointment date |  |  |  |  |  |  |  |  |
|  | AC | RemCo | SelCo |  |  | '23 | '24 | '25 | '26 | '27
| Derk Haank (Chair) |  |  |  |  |  |  |  |  |  |  | 26 Sep 2018 |  |  | 2 |  |  |
| Jack de Kreij (Deputy Chair) |  |  |  |  |  |  |  |  |  |  | 1 Jan 2017 |  |  | 2 |  |  |  |  |
| Michael Rhodin |  |  |  |  |  |  |  |  |  |  | 24 Apr 2017 |  |  | 2 |  |  |  |  |
| Marili 't Hooft-Bolle |  |  |  |  |  |  |  |  |  |  | 24 Jun 2022 |  |  | 1 |
| Gemma Postlethwaite |  |  |  |  |  |  |  |  |  |  | 1 Oct 2022 |  |  | 1 |
| Legend |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Chair |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Member |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Term |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

The General Meeting appoints the Supervisory Board members, subject to the right of the
Supervisory Board to make a binding nomination. The complete procedure for
appointment and dismissal of members is explained in article 17 of the company’s Articles
of Association.
In line with the Code, members may be appointed for a maximum period of 12 years. After
four years, members may be reappointed for a second term of four years. Additionally,
members may be appointed for two terms of two years each.
Members may retire periodically in accordance with a rotation plan, which is available on
our corporate governance website page.
Profile and d iversity
The Supervisory Board consists of 2 women and 3 men. The Supervisory Board has
established a profile for its size and composition, taking into account the nature of
TomTom’s business and activities. This ensures that the collective experience, expertise,
and diversity of the Supervisory Board members enables the Supervisory Board to
effectively fulfill its responsibilities. In accordance with the DCC requirements, the
Supervisory Board must maintain a balanced representation of both w omen and men,
with each gender constituting one-third of its members at all times.
As for the areas of expertise, the desired composition includes the following areas of
expertise and backgrounds:
• financial administration and accounting, and internal risk management and control
systems;
• management strategy and risks inherent to TomTom's business;
• technology, innovation, and transformation;
• (senior) management selection, recommendation, and development; and
• compliance, corporate governance, and company law.
T he composition of the Supervisory Board was 40% women and 60% men in 2023. T he
Supervisory Board deems the current composition balanced and compliant with the
gender diversity target of at least one-third male and female representation as laid down
in the Act to improve gender diversity in boards of Dutch companies.
The 8-year tenure of Jack de Kreij and Michael Rhodin will expire in 2025. The
Supervisory Board intends to nominate a temporary sixth board member at the AGM in
2024 to succeed Jack de Kreij as Chair of the Audit Committee in 2025. A successor for
Michael Rhodin is expected to be nominated at the 2025 AGM.

Objectives |
An equal number of men and women during a search, selection, and appointment procedure |
At least one woman in the Management Board |
At least one-third women and one-third men in the Supervisory Board |
A Supervisory Board Chair living in the Netherlands |
At least one member in the Supervisory Board from outside the EU |
Legend |  |
Achieved |  |  |
More to do |  |  |

| SUPERVISORY BOARD CONTINUED |  |

|  | GOVERNANCE | PAGE 43 |

Role and responsibilities
The Supervisory Board monitors the Management Board in its execution of strategic
objectives and operations, including the ESG strategy. It regularly discusses the strategy
and the associated risks and supports the Management Board by providing advice. It acts
in the interest of the company and all its stakeholders, including employees, investors,
customers, local communities, suppliers, governments, and OSM communities and
partners, as well as society as a whole and the environment. As outlined in our Articles of
Association, certain decisions of the Management Board are subject to the approval of
the Supervisory Board. This includes resolutions of the Management Board to issue, or
grant rights to acquire, shares or restrict or exclude preemptive rights. For more detail,
refer to article 14 of our Articles of Association. A summary of the activities of the
Supervisory Board in 2023 can be found in the Supervisory Board report section.
Committees
In line with the Code, the Supervisory Board has established an Audit Committee (AC), a
Remuneration Committee (RemCo), and a Selection and Appointment Committee (SelCo).
Each committee is staffed by members of the Supervisory Board, and at least one of the
members of the AC is a financial reporting expert as per the criteria of the Decree
Establishing Audit Committee. A summary of the activities undertaken by each committee
during 2023 can be found in the Supervisory Board report.
Audit Committee
The AC prepares the Supervisory Board’s decision-making regarding the supervision of
the company’s financial reporting integrity and quality, along with the effectiveness of the
company’s internal risk management and control systems. The AC supervises the
performance and findings of the external auditor, and the effectiveness of the external
audit process, and its independence. Further, the AC oversees ESG aspects crucial to our
company's performance and ethical standards. For details on the AC's composition and its
responsibilities, refer to the AC Charter.
Selection and Appointment Committee
The SelCo oversees the size and composition of the Supervisory Board and Management
Board, succession planning, and the functioning of all members. The SelCo also
addresses the training and development of relevant skill sets, including ESG
competencies essential for the company. It also pays strong attention to the company’s
talent management and succession planning for key positions. For details on the SelCo's
composition and its responsibilities, refer to the SelCo Charter.
Remuneration Committee
The RemCo prepares the Supervisory Board’s decision-making regarding the
remuneration of the individual Management Board members and the Supervisory Board. It
proposes and evaluates financial and non-financial targets, including ESG aspects. It also
ensures the effectiveness, relevance, and implementation of the Remuneration Policy. For
details on the RemCo's composition and its responsibilities, refer to the RemCo Charter.
Conflicts of interest
Members of the Supervisory Board, excluding the Chair, must report any (potential)
conflict of interest to the Chair of the Supervisory Board. If the (potential) conflict of
interest involves the Chair of the Supervisory Board, it should be reported to the Deputy
Chair of the Supervisory Board. The Supervisory Board is responsible for determining
whether a conflict of interest exists.
The member with a (potential) conflict of interest must not participate in discussions and
decision-making relating to a subject or transaction where they have a conflict of interest
with the company. Decisions to proceed with transactions in which members of the
Supervisory Board have conflicts of interest that are of materially significant to the
company and/or to the relevant member(s) of the Supervisory Board, require the
Supervisory Board approval. No such transactions were concluded in 2023.
Remuneration
The General Meeting determines the remuneration of the members of the Supervisory
Board, including the members of its committees. The Supervisory Board Remuneration
Policy is subject to a binding vote of the General Meeting every four years, with the first
vote taking place in 2020.
The application of the Remuneration Policy over 2023 is outlined in the Remuneration
r eport, which is also available on our corporate website. This report will be subject to an
advisory vote of the General Meeting in 2024.
Detailed information on the remuneration of individual members of the Supervisory Board
can be found in the Remuneration report. The Remuneration Policy is available on our
corporate website.
For more information
Documents related to corporate governance are available on our website, including but
not limited to:
• Articles of Association
• Management Board Remuneration Policy
• Supervisory Board Remuneration Policy
• Supervisory Board Rotation Plan
• Code of Conduct
• Open Ears Procedure
• Diversity, Equity and Inclusion Policy
• Policy on bilateral and other contacts with shareholders
• Stakeholder Engagement Policy
• Inside Information Policy

| SUPERVISORY BOARD CONTINUED |  |

|  | GOVERNANCE | PAGE 44 |

Message from the Chair of our
Supervisory Board
"Our primary responsibility as a Supervisory Board is to
supervise, guide, and advise the Management Board as
it implements its strategy. As a result, the Supervisory
Board will encourage the maintenance of a sustainable
long-term business model that seeks to create
sustainable value for all stakeholders."
In 2023, TomTom made significant strides in launching
TomTom Orbis Maps, growing our Location Technology
business, and pioneering innovative products. O ur
commitment to ESG principles remained strong, with our
technologies facilitating positive societal and
environmental impacts.
As the Chair of the Supervisory Board, I am proud to reflect
on the progress TomTom made in 2023. Our dedicated
Management Board has been instrumental in navigating our
course, constantly exploring new frontiers as they led our
team toward the successful launch of TomTom Orbis Maps,
and the establishment of a new location data standard, as
promoted by the Overture Maps Foundation.
The development of TomTom Orbis Maps is a testament to
our commitment to innovation. It signifies a multi-year
journey of hard work and dedication, transforming our
mapmaking platform from the ground up. The Management
Board has effectively overseen this process, ensuring a
smooth transition to a greatly improved, quality-controlled,
and scalable map, and an open standard that allows for
greater integration and value creation.
Furthermore, the universal standard our maps are built on
has attracted a growing alliance of organizations. The
Overture Maps Foundation, founded in collaboration with
AWS, Meta, and Microsoft, has garnered the support of large
companies like ESRI and Hyundai Motor Group. This is a
significant accomplishment and a clear indication of the
robustness of our strategy.
Our focus on innovation goes hand in hand with our
commitment to utilizing generative AI and automation. The
Management Board has effectively taken steps in this
domain, equipping our teams with the necessary tools and
knowledge for effective and responsible AI usage. The
results have been evident in our AI-based products, which
stand as exemplars of TomTom's commitment to cutting-
edge technology.
In this time of growing environmental and social awareness,
we are pleased to see our technologies serving as catalysts
for positive change. Our dedication to ESG principles is
steadfast, and the Management Board has been pivotal in
setting the ESG course and ensuring our technologies
continue to promote road safety, reduce emissions, and
allow for the democratization of access to location data.
The Supervisory Board has a duty to ensure that the
Management Board's actions align with the company's
strategic priorities and values. I am proud to say that our
supervision has been marked by constructive dialogue,
rigorous oversight, and mutual respect.
In conclusion, our collective efforts have set a strong
foundation for the future. We are confident that TomTom is
exceptionally well-positioned to cater to the evolving needs
of the industry, with our new maps powering a broadening
variety of location technology-based applications.
On behalf of the Supervisory Board, I would like to express
our gratitude to all stakeholders for your unwavering
support.
DERK HAANK
Chair of the Supervisory Board

| SUPERVISORY BOARD REPORT |  |

|  | GOVERNANCE | PAGE 45 |

SUPERVISORY BOARD MEMBERS
TomTom’s Supervisory Board consists of five members.
Detailed biographies of the of the Supervisory Board
members, as well as the information as prescribed by the
Code, can be found in the Supervisory Board section. This
section also provides specifics about the Supervisory
Board’s committees and its members. All current members
meet the independence criteria as within the meaning of
best practice provisions 2.1.7 through 2.1.9 of the Code.
MEETINGS AND ATTENDANCE
All formal Supervisory Board meetings were held in-person
in Amsterdam, with the option for hybrid attendance. The
Supervisory Board had its regular meeting every quarter to
review the quarter in detail and receive an operational
update from the Management Board. In addition, the
Supervisory Board held regular conference calls to discuss
financial updates and recent company developments. The
Management Board members attended all these meetings
either in full or in part. The attendance rate for the
Supervisory Board members was 100%.

| SB formal meetings | SB update calls | AC | RemCo | SelCo
Derk Haank | 6/6 | 2/2 |  | 4/4 | 4/4
Jack de Kreij | 6/6 | 2/2 | 4/4 |  |
Michael Rhodin | 6/6 | 2/2 | 4/4 |  |
Marili 't Hooft-Bolle | 6/6 | 2/2 |  | 4/4 | 4/4
Gemma Postlethwaite | 6/6 | 2/2 | 4/4 |  |

Attendance is presented as the number of meetings attended out of the
number of meetings eligible to be attended.
All members demonstrated their commitment to their
Supervisory Board duties by having adequate availability for
ad hoc calls, responding promptly to emails, preparing
diligently for meetings, and actively participating in
discussions during meetings.
The preparation of meeting agendas was collaborative,
involving consultation with the Chair, the Management
Board, and the Company Secretary. In addition to attending
regular meetings, the Supervisory Board Chair kept regular
contact with TomTom’s CEO. To stay closely informed about
the business and TomTom’s culture, Supervisory Board
members also engaged in informal consultations with
members of the Management Board, senior management,
and employees beyond the regular meeting schedule.
Committee meetings usually take place before Supervisory
Board meetings. The Chairs of these committees work in
close cooperation with senior management, holding regular
meetings to establish agendas and prepare the necessary
information for the committee meetings.
STR ATEGIC OVERSIGHT
The Supervisory Board dedicated substantial time to
reviewing TomTom’s strategy and monitoring progress of its
execution. Frequent discussions concerning the strategic
objectives of the Location Technology business were held
with the Management Board. Throughout these dialogues,
the Supervisory Board took the responsibility of challenging
and testing the Management Board’s propositions to make
decisions that would support the company’s overall strategy.
Th e Supervisory Board paid special attention to the
development and launch of TomTom Orbis Maps and (cyber)
security and safety. They also monitored the effects of
macroeconomic conditions on the company’s personnel,
operations, financial performance, and strategy. No critical
concerns were raised.
No separate ESG Committee was established. Instead, ESG
elements were incorporated into each quarterly discussion
and responsibilities were shared among the Audit
Committee, RemCo, and SelCo. The Supervisory Board also
discussed the conducted double materiality assessment, and
assessed the progress of the ESG strategy and KPI and
target setting on a quarterly basis.
Significant time was allocated to reviewing the ever-evolving
technology landscape within which TomTom operates and
to understand its impact on the company’s strategy,
including the framework for cyber security.
Each quarter, the Supervisory Board received updates on
market trends and their impact on the company’s strategic
priorities. The Supervisory Board also discussed and
assessed TomTom’s position in the competitive landscape.
An external expert specializing in the automotive industry
was engaged by the Supervisory Board to gain an external
perspective on industry trends and developments.
The Audit Committee ensured the Supervisory Board was
aware of the company’s strategic, financial, legal and
compliance, and operational risks, as well as the actions
taken, and internal control and management systems
implemented to manage these risks.
Business review and financial oversight
The Management Board regularly updated the Supervisory
Board on commercial opportunities, deals, and partnerships.
Every quarter, reports were provided by senior management
detailing the developments, achievements, challenges, and
opportunities in each market segment, HR, and our
technology department.
The Supervisory Board received regular updates on the
progress made within our mapmaking and technologies, as
well as the market positioning and traction of these
technology components. The establishment of the
commercial organization was also a topic on which the
Supervisory Board was frequently updated.
The company’s financial results and cash flows were
presented and closely supervised throughout the year. Next
to that, the Supervisory Board considered macroeconomic
developments and the Management Board's assessment of
these during the year. The level of investment in the
company's core technologies was thoroughly assessed
every quarter. The Supervisory Board reviewed and
approved the budget for 2024.
Every quarter, the Supervisory Board was updated on the
company’s Investor Relations activities, such as share price
movements, analysts’ research, and communication with
shareholders. The quarterly updates and the press releases
concerning the full- and half-year results were all reviewed
and approved by the Supervisory Board.

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|  | GOVERNANCE | PAGE 46 |

Culture and engagement
In order to stay connected with the culture, dynamics, and
operational challenges of TomTom, the Supervisory Board
consistently engaged with talent throughout the company.
Quarterly ‘Meet and Greet’ sessions were arranged to
enable open and transparent discussions on important
matters between the SelCo members and selected talent.
The Supervisory Board and the Dutch Works Council
conducted two constructive and transparent meetings.
The Supervisory Board was regularly informed about the
company’s governance and organizational structure.
Succession planning
The Supervisory Board discussed its rotation schedule and
succession planning. As the second terms of both Jack de
Kreij and Michael Rhodin are due to expire in 2025, the
Supervisory Board has actively moved ahead with
appropriate succession planning. To ensure a proper
handover, a proposal will be made to nominate a temporary
sixth member to the Supervisory Board at the AGM in 2024. ,
This member will be primed to replace Jack de Kreij as Chair
of the Audit Committee in 2025. The goal is to nominate a
successor for Michael Rhodin at the AGM in 2025. These
measures will ensure thorough succession planning and the
seamless continuity of the Supervisory Board's duties.
Ample time was spent with the Management Board on the
yearly talent review of senior management within TomTom,
including succession planning.
Sustainabili ty
An update was provided on the company’s progress with its
internal program to drive positive imp act, as well as its
efforts in setting its ESG strategy and commitments. More
information can be found in the ‘Sustainability’ chapter.
REMUNERATION
The remuneration of the members of the Supervisory Board,
the additional remuneration of the Chair and the members of
its committees, is determined by the General Meeting, last
amended in 2020. The Supervisory Board Remuneration
Policy will be be submitted for approval in 2024. For more
information, see the Remuneration report.
E VALUATION
In principle, the Supervisory Board undergoes an
independent assessment by a third party every three years,
with the next evaluation scheduled for 2025.
In 2023, the Supervisory Board and its committees
conducted a self-evaluation and review of their own
performance, the effectiveness of individual members,
committee functions, and the Management Board and its
members. All members of the Supervisory Board completed
an evaluation questionnaire covering various topics,
including board composition and expertise, board dynamics,
sustainable long-term value creation, the efficiency of the
strategic oversight, risk management, succession planning,
and human resource management. The questionnaire also
touched upon 2023 developments, such as the
Management Board Investment Plan 2023 and the share
buy-back announcement in October.
The outcome and potential areas for improvement were
deliberated among the Supervisory Board members in an
evaluation session. It was determined that both the
Supervisory Board and its committees perform well and
operate efficiently. The appreciated aspects included the
productive conduct of meetings, healthy board dynamics, an
open speak-up culture, and a strong willingness to
collaborate and share information. The Supervisory Board
recognizes the value of the time spent on further increasing
its knowledge and understanding of (technology)
developments relevant to TomTom and its industry, and will
continue its approach in 2024.
The Management Board evaluates its own functioning
annually. The CEO shares the outcome hereof with the Chair
of the Supervisory Board.
A UDIT COMMITTEE
Meetings and attendance
The AC met each quarter throughout 2023. All four meetings
were held prior to the publication of the quarterly financial
results.
The meetings achieved an attendance rate of 100%. The
CFO and the Head of Corporate Accounting and Internal
Audit attended all meetings in full. Aside from the regular AC
meetings, the AC had several clarification calls on specific
topics.
The external auditor was present at each of the quarterly AC
meetings in full to report on its audit plan, quarterly
procedures, management letter, and the long-form auditor's
report. The AC and the external auditor also met separately,
without the Management Board, for open discussions on
other relevant topics such as the quality of risk assessments
and the collaboration between the Management Board and
the company.
Other department heads (e.g., Business Finance, Financial
Shared Service Center, Investor Relations, IT, Legal and
Compliance, Group Control, Sustainability, Privacy and
Security, Tax, and Treasury) were invited when the AC
deemed it necessary and appropriate.
Financial oversight
The AC supported the Supervisory Board in its duty to
supervise the system of internal control and risk
management, the effectiveness of the internal auditors, the
company’s financing, financial statements, and financial
reporting process.
Regarding the external auditor, the AC monitored its
performance, the effectiveness of the external audit process,
as well as its independence.
A fundamental task of the AC was to extensively review the
financial reports before they were considered by the full
Supervisory Board.

| SUPERVISORY BOARD REPORT CONTINUED |  |

|  | GOVERNANCE | PAGE 47 |

Throughout the year, the AC tracked and reviewed the
quarterly financial results and full-year financial statements
as presented under IFRS (as adopted by the EU and in
accordance with Part 9 of Book 2 of the Dutch Civil Code),
including the corresponding disclosures prior to their
publication. Guidance to the financial markets was also
discussed. Particular emphasis was given to revenue
recognition including the deferred revenue position as well
as unbilled receivables, the impairment review of goodwill
and other intangibles, and the operational and financial
implications of geopolitical issues. Other areas of attention
were significant estimates, the global tax position, and the
status of certain provisions.
Oversight on n on-financial information
During 2023, the AC monitored TomTom's progress on
preparation of the CSRD reporting, including the outcome of
the double materiality assessment, which was discussed in-
depth with the AC. Furthermore, the AC reviewed our CSRD
roadmap and the steps we will take in 2024 and 2025.
The AC also evaluated the company's ESG reporting for
2023 which will be prepared with reference to the Global
Reporting Initiative (GRI) stan dards, and verified the accuracy
and reliability of our disclosures. The AC found the ESG
reporting to be adequate.
The AC also discussed topics related to our decarbonization
plan, cybersecurity (and the ISO27001 certification),
TomTom’s third-party cloud platforms, and the
implementation of new financial systems.
Monitoring of internal controls
During all quarterly meetings, the AC was updated on the
company’s management reporting, the maintenance and
effectiveness of the system of internal controls, and risk
management relating to strategic, financial, operational,
commercial, tax, control, and compliance matters. The
company monitors its internal controls using a systematic
approach supported by tools, a risk management process,
and the Internal Audit team. The Head of Internal Audit
reports functionally to the AC and administratively to the
CFO.
Policy and compliance oversight
The AC discussed items including the company’s policies on
financing, cash, and foreign exchange management. The AC
discussed ongoing tax audits, tax risk management, tax
transparency, and the tax strategy/policy. The AC received
regular updates about TomTom’s compliance programs
(including fraud and whistleblower reporting). The AC was
given quarterly updates on the company’s ongoing effort to
maintain the appropriate level of a risk-based information
security management program. Time was also allocated to
discuss the Compliance Management Framework.
Effectiveness review
The effectiveness of the AC was reviewed as part of the
2023 overall evaluation of the Supervisory Board, which
confirmed that the AC continues to operate in accordance
with the applicable requirements. During 2023, Jack de Kreij
carried on acting as the financial reporting specialist. The
role and effectiveness of the Internal Audit (IA) function,
including its independence, were regularly discussed and
include feedback from the external assessment which is
done once every five years. The internal audit plan was
approved by the AC. This plan considers the important areas
of the business like R&D and operations, but also cyber
security and data privacy, important IT projects, as well as
the geographical spread of TomTom offices, including local
compliance (e.g., finance, HR, and tax controls) and core
activities performed.
In consultation with senior management, the IA selects the
business areas to be audited during the year. Members of
the AC and the Management Board may at any time request
the IA or a special consulting service firm to conduct an
internal audit. The AC observed a timely follow-up on the
recommendations made by the IA. The Head of Internal
Audit reported to the AC each quarter.
External auditor
The AC approved the external audit plan, which included the
scope, approach, key audit matters and materiality applied.
Discussions and reviews took place between the AC and the
Management Board on the findings of the external auditor in
its management letter and the actions taken to address the
recommendations and observations made by the external
auditor. The AC confirms that the discussions related to the
2023 financial year did not include any significant items that
need to be mentioned in this report.
EY was reappointed as the external auditor by the Annual
General Meeting in 2021, for a third term of three years up to
and including the financial year 2023. The performance of
the external auditor over 2023 was evaluated through a
satisfaction survey conducted among the business units and
the global corporate departments. This assessment included
a review of the quality of the audit work, the audit team’s
expertise and composition, the audit fee, and the quality
control around the audit areas of emphasis.
The Annual General Meeting in 2023 a ppointed PwC as the
new external auditor for a first term of three years, starting in
2024. Throughout this year, the AC has been monitoring the
audit transition plan and the process of establishing PwC's
independence as our forthcoming external auditor.
Auditor independence
The policy on External Auditor Independence stipulates that
the auditor appointed by TomTom is not allowed to perform
non-audit services that would i) compromise its
independence, or ii) violate any other requirements or
regulations affecting its external audit function. The provision
of non-audit services by the external auditor, which do not
conflict with the auditor’s independence, is always subject to
pre-approval by the AC.
The AC reviewed the Independence of the external auditor
EY, considering qualitative and quantitative factors, and
concluded that EY had sufficient objectivity and
independence to perform the external audit function. EY
confirmed its independence and compliance with this policy
to the AC. A summary of services performed by EY, its
network affiliates and the fees earned is provided below.

(€ in thousands) | 2023 | % of total | 2022 | % of total
Audit – group | 547 | 69% | 515 | 78%
Audit – other entities | 65 | 8% | 62 | 9%
Limited assurance – ESG | 138 | 17% | 80 | 12%
Agreed-upon procedures - subsidies | 42 | 5% | — | —%
Total fees | 792 |  | 657 |

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|  | GOVERNANCE | PAGE 48 |

SELECTION AND APPOINTMENT COMMITTEE
Meetings and attendance
The SelCo met four times throughout 2023, achieving an
overall attendance rate of 100%. Alain De Taeye, Chief HR
Officer, and Company Secretary also attended all meetings.
Review on HR strategic topics
Quarterly updates were given by the Chief HR Officer on
strategic HR topics such as management initiatives related to
career development, management and leadership, policies,
performance management, employee engagement surveys,
and compensation and benefits. These initiatives underscore
the company’s commitment to talent management: to attract,
retain, and develop talent at TomTom.
The SelCo focused on the company’s progress in its
succession planning for key positions within the company.
On a quarterly basis, the committee was updated on the
recruitment status of vacant key positions.
Succession planning
As the second terms of both Jack de Kreij and Michael
Rhodin are due to expire in 2025, the SelCo proposed to
search for a temporary sixth member for the Supervisory
Board at the AGM in 2024. This member will be primed to
replace Jack de Kreij as Chair of the Audit Committee in
2025. The goal is to nominate a successor for Michael
Rhodin at the AGM in 2025. These measures will ensure
thorough succession planning and the seamless continuity
of the Supervisory Board's duties.
Culture and engagement
The SelCo dedicated significant time to review the results of
the two employee engagement surveys conducted in 2023
on the company culture and employee engagement. The
SelCo met frequently with works councils and employees,
facilitating an open and transparent dialogue.
Environmental, Social and Governance
The SelCo considered the ESG aspects relevant for the
company, which included, but were not limited to, the
required training and education, necessary skill sets of board
members, and diversity, equity and inclusion. Updates and
presentations were given by subject matter experts.
REMUNERATION COMMITTEE
Meetings and attendance
The RemCo met four times throughout 2023, achieving an
overall attendance rate of 100%. Alain De Taeye, the Chief
HR Officer, representatives of HR Rewards, and the
Company Secretary also attended each meeting.
Scenario analysis and pay ratio
A scenario analysis was carried out to evaluate the variable
components of the Management Board members'
remuneration packages, including the short-term incentive
(STI) target payout scenarios and value of RSU grants in light
of various share price developments and a pay ratio analysis.
Variable remuneration
At the beginning of 2023, the RemCo proposed, and the
Supervisory Board approved, the financial performance
metrics used in previous year (Location Technology revenue
and free cash flow weighted at 40% each) and the non-
financial metric (employee engagement score weighted at
20%) to the 2023 STI plan. The RemCo regularly reviewed
the Management Board members’ progress against those
metrics. The RemCo also proposed the allocation of RSUs in
April 2023, which subsequently was approved by the
Supervisory Board.
The deliberations underlying the decisions made regar ding
the Short-Term Incentives and the Long-Term Incentives are
described in the Remuneration report.
Stakeholder engagement
At the Annual General Meeting in April 2023, a positive
advisory vote was cast for the 2022 Remuneration report.
The RemCo evaluated and took into consideration the
feedback received from stakeholders during the Annual
General Meeting and defined actions. It maintained an open
dialogue with Eumedion, VEB, ISS, and Glass Lewis in 2023.
The response to this feedback is included in the
Remuneration report.
2023 Remuneration report
For a comprehensive overview of the Remuneration Policy,
its application in 2023, and outlook for 2024, reference is
made to the 2023 Remuneration report.
The Remuneration report forms an integral part of the
Supervisory Board report and is prepared in accordance with
the requirements as laid down in the Dutch Civil Code and
best practice provision 3.4.1 of the Code. The Supervisory
Board has approved the Remuneration report.
FINANCIAL STATEMENTS FOR 2023
TomTom’s annual financial statements for 2023, prepared by
the Management Board, have been audited by EY. The
financial statements, independent auditor’s report, and
management letter of the external auditor were thoroughly
discussed with the auditors by the Audit Committee in the
presence of the Management Board, and by the full
Supervisory Board with the Management Board.
The Supervisory Board believes the financial statements for
2023 of TomTom N.V. meet all requirements for correctness
and transparency. The Supervisory Board has approved the
financial statements for 2023. In accordance with the
statutory obligations under article 2:101 (2) of the DCC, all
members of the Supervisory Board and members of the
Management Board have signed the financial statements for
2023.
The Supervisory Board recommends to the General Meeting
to adopt the financial statements for 2023, and requests that
the General Meeting discharges the Management Board
members’ responsibility for the conduct of business in 2023
and the Supervisory Board members’ supervision in 2023.
The Annual Report for 2023 is available upon request at the
company’s offices and on the company’s website.
The Supervisory Board would like to express its gratitude to
TomTom’s stakeholders for their trust in the company and its
management, and its appreciation to all employees and the
Management Board for their ongoing dedication and
commitment to the company.
Amsterdam, 2 February 2024
The Supervisory Board
DERK HAANK
JACK DE KREIJ
MICHAEL RHODIN
MARILI 'T HOOFT-BOLLE
GEMMA POSTLETHWAITE

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|  | GOVERNANCE | PAGE 49 |

Le tter from the RemCo Chair
"We have spent considerable effort in 2023 engaging
with our stakeholders and refining our perspective on
internal and external expectations. This informed us in
the preparation of an updated Remuneration Policy,
which we will be submitting to the 2024 AGM."
On behalf of the Remuneration Committee, I am delighted
to present the 2023 Remuneration report. This
comprehensive report offers detailed insight into
TomTom’s Management and Supervisory Board
remuneration policies and their implementation
throughout 2023.
Our Remuneration Policy establishes a detailed framework
for performance-based remuneration across the company.
This framework aligns with TomTom’s strategic goal of long-
term sustainable value creation for all its stakeholders, as
well as its operational and financial achievements. It aims to
attract and retain top-tier talent while ensuring fair,
transparent, competitive, and ethical compensation
practices.
The Remuneration Policy is grounded in principles that focus
on aligning our Management Board’s incentives with
TomTom's vision and strategy, fostering sustainable long-
term value creation, maintaining consistency in pay
structures, bolstering competitiveness in executive talent
acquisition, considering stakeholder and societal
perspectives, and upholding standards of sound corporate
governance and transparency.
20 23 context and performanc e
2023 saw TomTom delivering on important strategic
priorities. We launched our new TomTom Orbis Maps, built
on a unified location data standard that we have pioneered.
Through our collaborative approach to mapmaking, we seek
to continuously improve our location technology products,
bringing more value to customers and partners.
TomTom performed well on key financial and non-financial
strategic indicators that drive remuneration. Throughout
2023, TomTom recorded continued revenue growth and
significantly improved its fr ee cash flo w. I n addition, the
Employee Engagement Score increased in 2023, as we
continued to engage our people through a variety of
initiatives.
Listening to our stakeholders
We are committed to enhancing stakeholder support for our
remuneration proposals and addressing any concerns that
may arise. After carefully considering stakeholder feedback
over the years, we have made the decision to intensify our
focus on stakeholder engagement. As such, we have
implemented a Stakeholder Engagement Policy, which aims,
among its other dimensions, to broaden our stakeholder
outreach concerning remuneration-related matters.
Throughout the year, we held several meetings with our
stakeholders to carefully review our Remuneration Policy,
also considering the voting results from the 2023 AGM.
Future outlook
Acknowledging insights from our stakeholders, the
Supervisory Board recognized the need to refine the
Management Board's remuneration package. To this end,
we have decided to conduct a thorough review.
Based on this review, we intend to present an updated
Remuneration Policy at the 2024 AGM.
I am looking forward to sharing my insights and perspectives
around TomTom’s 2023 Remuneration report and the
applicability outcome at the 2024 AGM.
MARILI 'T HOOFT-BOLLE
Chair of the Remuneration Committee

| REMUNERATION REPORT |  |

|  | GOVERNANCE | PAGE 50 |

E nhancing remuneration transparency
REMUNERATION AT A GLANCE

| FIXED PAY AND BENEFITS |
|  | Attracts, engages, and retains Board Members to deliver on TomTom's strategic objectives |  |
|  | Harold Goddijn |  | Taco Titulaer |  | Alain De Taeye |  |
|  | CEO |  | CFO |  | Board Member |  |
|  | Base salary 1 |  |
|  | €565 |  | €465 |  | €471 |  |
|  | Positioned at a median level of peer group benchmark (conducted at least every three years), and reviewed annually |  |
|  | Pension % of base salary |  |
|  | Waived |  | 20% |  | 20% |  |
|  | Benefits |  |
|  | Items such as medical insurance, death and disability insurance, car allowances, and liability insurance coverage |  |

| SHORT-TERM INCENTIVE |
|  | Contributes to TomTom's short-term financial and non- financial performance objectives |  |
|  | Harold Goddijn |  | Taco Titulaer |  | Alain De Taeye |  |
|  | CEO |  | CFO |  | Board Member |  |
|  | Target % of base salary |  |
|  | 80% |  | 64% |  | 64% |  |
|  | 2023 bonus assessment |  |
|  | 112% |  | 112% |  | 112% |  |
|  | 2023 bonus as a % of base salary |  |
|  | 89% |  | 71% |  | 71% |  |
|  | 2023 bonus amount 1 |  |
|  | €505 |  | €332 |  | €336 |  |
|  | 2023 performance assessment detail |  |
|  | Metric |  | Weighting |  | Outcome |  |
|  | Location Technology revenue |  | 40% |  | 119% |  |
|  | Free cash flow |  | 40% |  | 110% |  |
|  | Employee Engagement Score |  | 20% |  | 100% |  |

| LONG-TERM INCENTIVE PLAN |
|  | Aligns Board Members' objectives with TomTom's long- term growth strategy and stakeholders' interests |  |
|  | Harold Goddijn |  | Taco Titulaer |  | Alain De Taeye |  |
|  | CEO |  | CFO |  | Board Member |  |
|  | Target % of base salary |  |
|  | 140% |  | 100% |  | 100% |  |
|  | Grant 2023 RSU value 1, 2 |  |
|  | €791 |  | €465 |  | €471 |  |
|  | RSUs were introduced in 2019. No grant of stock options to Management Board since 2018 |  |
|  | RSUs are subject to a three-year vesting period and a two- year holding period. Vesting is conditional upon employment only |  |
|  | Actual grant levels do not deviate from target unless underpin conditions are not met |  |
|  | Shareholding |  |
|  | Target levels, % of base salary at 31 December 2023 |  |
|  | 3x |  | 2x |  | 2x |  |
|  | Number of times base salary at 31 December 2023 |  |
|  | 175x |  | 0.7x |  | 5x |  |

1. € in thousands.
2. Value of the 2023 grant in this overview is equal to the number of RSUs
granted in 2023 multiplied by the average of the closing prices of TomTom
N.V. shares in the 60 days preceding the grant date.

| REMUNERATION REPORT CONTINUED |  |

|  | GOVERNANCE | PAGE 51 |

REMUNERATION OF THE MANAGEMENT BOARD
The Supervisory Board ensures that the Remuneration Policy and its implementation are
linked to the company’s strategic priorities and decides how to reward the successful
delivery of the company’s strategy by the Management Board.
Our strategy balances growth objectives, financial stability, and investments to position
TomTom competitively in the evolving field of location technology. The remuneration of
Management Board members is intended to encourage behaviors that drive the generation
of both short-term results to ensure ongoing operational improvement and financial stability,
and sustainable long-term value by pursuing opportunities for innovation, partnerships, and
growth.
INTERNAL ALIGNMENT
The Remuneration Committee reviews the alignment of pay structures within the company
by considering the consistency in the approach to setting remuneration components,
performing a scenario analysis and evaluating the pay ratio.
Each individual Management Board member shares their view of their own remuneration
package with the Chair of the Remuneration Committee at least once per year. The feedback
is shared with the Supervisory Board, who together consider all feedback when discussing
and evaluating the Remuneration Policy, including its components and outlook.
Scenario analysis
A scenario analysis of the possible outcomes of the variable components and the impact on
the Management Board members’ remuneration is conducted annually to minimize the risk
that the performance criteria lead to inappropriate outcomes. The studied scenarios include
minimum, at-target, and maximum variable pay achievement, and share price fluctuations of
20% in both directions. Under all scenarios, the Supervisory Board considered that the range
of potential remuneration outcomes falls within the boundaries of what is considered
appropriate for that level of performance.
Pay ratio
This calculation of the pay ratio has resulted in the following outcome:

Pay ratio 1 | 2019 |  | 2020 |  | 2021 |  | 2022 |  | 2023
CEO | 27.1 |  | 20.1 |  | 22.7 |  | 23.3 |  | 23.5
Management Board | 22.2 |  | 17.0 |  | 19.0 |  | 19.3 |  | 19.9

1. Excluding the cost of social security.
The pay ratio reflects the average total compensation of the global employee workforce
(excluding interns), relative to the total remuneration package of the CEO and the total
Management Board. Social security is excluded from the measure of compensation.
Annually, TomTom reviews local competitive dynamics and the livable wage in each of our
operating locations. If needed, adjustments are made to ensure employees' compensation is
at market and above livable wage levels as part of TomTom’s efforts to be a good employer.
The outcomes of these reviews contribute to our pay ratio.
The decrease of the pay ratio in 2020 was caused by a zero bonus payout for the
Management Board members in combination with the investments made in employees'
salaries in the company's key markets. Last year, the Supervisory Board deemed TomTom's
pay ratio acce ptable, though considering it to be on the low end and warranting further
attention. This observation remains valid for 2023 as well. In developing the updated
Remuneration Policy, which will be submitted to the 2024 AGM, the internal pay relativities
were taken into account.
EXTERNAL ALIGNMENT
At TomTom, talent is key to the delivery of our vision and strategy. It is therefore imperative
that our remuneration is competitive with the companies against whom we compete for
executive talent and consideration is given to the international markets in which we compete
for that talent.
Peer group and benchmark
The remuneration is benchmarked with a peer group at least every three years. This helps
determine the overall competitiveness of our Management Board remuneration and gives
insights into relevant competitive markets.
In the years for which no benchmark is performed, such as 2023, the Supervisory Board
considers the appropriateness of any changes to the base salary based on the market
environment as well as on the average salary adjustments for our employees in the
Netherlands.
In 2023, as part of the preparation for our upcoming submission of the updated
Remuneration Policy, we have commenced an extensive review of the peer group. We aim to
present the updated Remuneration Policy for approval by the 2024 AGM.
CONCLUSIONS
The Supervisory Board acknowledges that the Management Board's remuneration package
requires further attention. This conclusion is drawn based on both internal and external
benchmarks, low pay ratio levels, and the outcomes of the Management Board's benchmark
in 2020 (aiming for the third quartile of the benchmark). Additionally, the CEO base salary
remains under the median market level, and the remuneration required to attract and retain
senior talent continues to confirm the insight that Management Board Long-Term Incentive
(LTI) levels are below median.

| REMUNERATION REPORT CONTINUED |  |

|  | GOVERNANCE | PAGE 52 |

OVERVIEW OF REMUNERATION
Below follows a detailed overview of the Management Board Remuneration Policy, its application in 2023, and the outcome of variable pay targets. The table below provides an overview of
t he remuneration of the Management Board in 2023.

|  |  |  | Fixed |  | Variable |  |  |  |
€ in thousands |  | Year |  | Base salary |  | Fringe benefits |  | Pension 1 |  | Other items 2 |  | Short-term incentive |  | Long-term incentive 3 |  | Total remuneration 4 |  | Ratio of fixed to variable remuneration
Harold Goddijn |  | 2023 |  | 565 |  | 1 |  | — |  | 10 |  | 505 |  | 775 |  | 1,856 |  | 31% / 69%
|  | 2022 |  | 521 |  | 1 |  | — |  | 9 |  | 487 |  | 677 |  | 1,695 |  | 31% / 69%
Taco Titulaer |  | 2023 |  | 465 |  | 3 |  | 93 |  | 10 |  | 332 |  | 514 |  | 1,417 |  | 40% / 60%
|  | 2022 |  | 429 |  | 2 |  | 86 |  | 9 |  | 320 |  | 398 |  | 1,244 |  | 42% / 58%
Alain De Taeye |  | 2023 |  | 471 |  | 22 |  | 94 |  | 10 |  | 336 |  | 499 |  | 1,432 |  | 42% / 58%
|  | 2022 |  | 434 |  | 22 |  | 87 |  | 9 |  | 325 |  | 403 |  | 1,280 |  | 43% / 57%

1. Gross pension allowance is determined as 20% of base salary in line with the Management Board remuneration policy and can deviate from the actual remuneration.
2. Other items includes social security.
3. Expenses recognized for stock compensation awards are determined in accordance with IFRS 2 and do not represent the amounts paid or payable to Management Board members. For additional information about the stock compensation
plans, including employee plans, refer to note 9 Stock compensation in the consolidated financial statements.
4. Remuneration of the Management Board is directly paid by TomTom N.V. and not allocated to any of its subsidiaries.
BASE SALARY
The Supervisory Board, upon the recommendation of the Remuneration Committee,
determines the base salary for each of the members of the Management Board. Benchmark
data from peer group companies is used as a guide to the competitiveness of the base
salary. The internal ratio to total remuneration levels within the company is also considered
to ensure alignment throughout the company.
The Supervisory Board considers the appropriateness of any changes based on the market
environment. Unless otherwise determined by the Supervisory Board, base salary levels are
increased annually in line with the expected average annual increase in the fixed salary of
the employees of the company based in the Netherlands.
In 2023, the Management Board members’ salaries were assessed against the adjustments
for other employees and were adjusted by 8.34%, in line with market movement for
employees in the Netherlands.
PENSION AND BENEFITS
Pension can be received through contributions to the company’s plan, as a gross pension
allowance, or a combination thereof. Members may elect to waive their pension rights. In
addition, members may receive additional fringe benefits. An overview of members'
elections related to pensions, as well as the nature of fringe benefits, is provided below.
Further information concerning pensions can be found in the above overview of actual
remuneration for pension and other items paid in 2023.

€ in thousands |  | Pension |  | Benefits 1
Harold Goddijn |  | Waived 2 |  | Medical insurance, death and disability insurance, car allowances 5, and liability insurance
Taco Titulaer |  | Gross pension allowance and company pension plan 3, 4 |
Alain De Taeye |  | Gross pension allowance 3, 4 |

1. These benefits are in line with market practice. Furthermore, the company does not provide loans, advanced
payments, or guarantees to members of the Management Board.
2. Harold Goddijn opted to waive his pension rights in line with previous years.
3. The company’s pension plan is a Defined Contribution plan with age-defined contribution percentages and a salary
cap at €128,810 in 2023. Employee contribution is fixed at 6.1% of pensionable salary.
4. Pension contributions for the Management Board are capped at 20% of gross annual base salary.
5. Only applicable for Alain De Taeye.

| REMUNERATION REPORT CONTINUED |  |

|  | GOVERNANCE | PAGE 53 |

SHORT-TERM INCENTIVE
Management Board members participate in the short-term, annual incentive plan. The short-
term incentive has an at-target payout level of 80% of base salary for the CEO, and 64% of
base salary for other members of the Management Board.
On an annual basis, at the beginning of the year, the Supervisory Board determines the
performance criteria for the Management Board. These criteria can be financial criteria, non-
financial criteria, or other quantitative or qualitative criteria. They are identified based on
TomTom's strategy. Further, the Supervisory Board sets challenging yet realistic target levels
for each performa nce criteria, all in accordance with the Management Board Remuneration
Policy.
The performance criteria provide the framework for employee incentive schemes, which are
cascaded, with modifications, down by the Management Board to the rest of the company.
Once targets are set, they do not change during the year. Performance is reviewed
throughout the year and the final assessment against the targets happening after year-end,
with any potential payout occurring during the fi rst quarter of the next financial year. A
minimum level of performance must be achieved before any payment under the plan will be
made and payout is capped at an outstanding level of performance, known as the maximum.
The performance assessment under the short-term incentive plan is based on an evaluation
of the past financial year. The Remuneration Committee investigates, deliberates, and
determines the annual incentive of each Management Board member. The Supervisory
Board assesses whether the outcome of the calculated payout is justified by the overall
business performance and considers its fairness in light of provision 2.135 sub 6 of the DCC.
In preparation for that assessment, the Chairs of the Remuneration Committee and the Audit
Committee review the final outcomes, including any quality of earnings elements and
relevant aspects of operational business performance.
Performance criteria and targets for 2023
The financial performance criteria for the 2023 short-term incentive plan were aligned with
the financial guidance given to the financial markets. The targets reflect the importance of
balancing targeted growth in key areas, the Location Technology business in specific, overall
profitability, and the company's continuing ability to attract and retain the talent it requires.
The revenue metric is specific to Location Technology and excludes revenue from the
Consumer business. This metric is an indicator of the company's long-term strategic ambition
in the location technology market. It reflects how our customers value our products and
TomTom as a partner.
The free cash flow of the TomTom group, including the Consumer segment, is considered as
an appropriate indicator for profitability. This metric reflects the emphasis on the company's
financial stability and ensures that the company is well-positioned for future key investments.
The non-financial performance criteria is driven by the average results of TomTom's
Employee Engagement Score (EES), which is measured twice per year in April and October.
The EES is also a material ESG theme as described in the Sustainability chapter.
Man agement Board Investment Pl an
The Management Board Investment Plan 2023 was adopted at the 2023 AGM. This plan
enabled Management Board members to forfeit a part or all of their 2022 bonus to invest in
and receive TomTom RSUs. This opportunity was extended to all eligible employees.
Participants of the plan are entitled to receive additional RSUs, 15% of their original
investment, upon completion of the three-year vesting period. Furthermore, if certain
company financial performance criteria are achieved in 2025, participants can receive
additional RSUs up to a maximum of 80% of the original investment. For more information,
reference is made to the footnotes below the RSUs of the Management Board on page 56.
Assessment and outcome
The performance assessment for the Management Board’s STI was 112%. The following table
summarizes the performance assessment:

Performance metric |  | Weighting |  | Minimum performance (0%) |  | Target 2023 (100%) |  | Maximum performance (150%) |  | % of target
Location Technology revenue |  | 40% |  | €455 million |  | €485 million |  | €500 million |  | 119%
Free cash flow 1 |  | 40% |  | €0 million |  | €29 million |  | €44 million |  | 110%
Employee Engagement Score |  | 20% |  | 72 |  | 76 |  | 78 |  | 100%
Weighted achievement |  |  |  |  |  |  |  |  |  | 112%

1. Free cash flow is cash from operating activities minus investments in intangible assets and property, plant and
equipment
2023 Location Technology revenue was above the target level with an achievement of 119%.
F ree cash flow, adjusted for the cash-out related to the realignment of our Maps organization
as communicated in June 2022, was above the target, resulting in a 110% achievement.
The Employee Engagement Score is the average of the survey held in April and November.
With a score that was equal to the target for 2023, achievement was at 100%.
The following table summarize the outcome of the assessment.

€ in thousands |  | Base salary |  | Target % of base salary |  | Weighted achievement performance metrics |  | Actual award 2023
Harold Goddijn |  | 565 |  | 80% |  | 112% |  | 505 (89%)
Taco Titulaer |  | 465 |  | 64% |  | 112% |  | 332 (71%)
Alain De Taeye |  | 471 |  | 64% |  | 112% |  | 336 (71%)

In 2023, no discretion, derogation, or clawback was applicable. Please refer to the
Governance section of this Remuneration report for more details.

| REMUNERATION REPORT CONTINUED |  |

|  | GOVERNANCE | PAGE 54 |

LONG-TERM INCENTIVE
TomTom’s current Long-Term Incentive plan is based on RSUs. RSUs are simple and
transparent instruments with relatively predictable grant outcomes for both recipients and
shareholders. This predictability makes RSUs superior retention instruments for senior
leadership. Hence, RSUs are common in the international technology industry. As regards
their inclusion in the Management Board Remuneration Policy, internal consistency is
facilitated as RSUs are also the prevalent Long-Term Incentive plan instrument for senior
leadership within TomTom.
RSUs build alignment with shareholders by enabling management and employees to build
up shareholdings in the company.
The RSU grant target value is 140% of base salary for the CEO and 100% for the other
Management Board members. Granted RSUs are subject to certain vesting and holding
periods.
Vesting and holding periods
The RSUs have a three-year vesting period, conditional on continued employment, followed
by an extended two-year holding period.
Under the current Remuneration Policy, v esting is not dependent on performance conditions
and therefore does not comply with best practice provision 3.1.2 v) of the Code. This stems
from the fact that the rapidly-evolving nature of the technology landscape in which TomTom
operates complicates identification and setting of meaningful long-term performance targets.
In designing the updated Remuneration Policy, the Supervisory Board took into
consideration stakeholders' preference for performance-based Long-Term Incentives.
Performance underpin
The Supervisory Board has the discretion to not award RSUs in case of exceptional market or
business circumstances (performance underpin). At the time of allocation, the Remuneration
Committee and Supervisory Board assess whether there are circumstances that would justify
adjusting the RSU grant. In addition to the overall financial performance of the company, non-
financial aspects are taken into consideration. For example, it is considered whether there
have been any major risk management failures, reputational issues, or compliance issues.
Additionally, the external context and overall shareholder experience are considered.
Outcome
When considering the RSU allocation in April 2023, the Supervisory Board carefully
considered the overall performance of the company, the performance of the Management
Board, and the impact of market conditions. Specifically, with reference to the performance
underpin condition of exceptional market or business circumstances, the Remuneration
Committee examined in detail whether the market conditions were such that the awards
should be adjusted, whether there was any factor in the performance of the company that
would threaten the sustainable long-term value creation, whether the long-term strategy
developed in line with expectations, and looked at the correlation between the rewards of
the Management Board and the rest of the company. TomTom continued to have a strong
cash position with no debt, enabling continued investing in value-creating R&D and
executing on its long-term strategy. There were no risk management failures, nor any
reputational or compliance issues, which are other factors that might have been relevant.
Therefore, the Remuneration Committee proposed to the Supervisory Board to not withhold
or reduce the 2023 RSU grant, as there were no reasons to do so. After due consideration
and evaluation the Supervisory Board approved this proposal.
The annual grants are set as a percentage of the fixed salary of the Management Board and
the following table provides an overview of the RSU allocation in 2023:

| Base salary (€ in thousands) |  | Target % of gross annual salary |  | Value in (€) at grant date 1 |  | Number of RSUs granted
Harold Goddijn | 565 | X | 140% | / | 7.17 | = | 110,237
Taco Titulaer | 465 | X | 100% | / | 7.17 | = | 64,764
Alain De Taeye | 471 | X | 100% | / | 7.17 | = | 65,618

1. The number of RSUs granted is determined on the basis of the average of the closing prices of TomTom N.V. shares
in the 60 days preceding the grant date.
The structure of the Long-Term Incentive plans, and details of movements in grants to the
Management Board, are detailed in the tables on the next page. Refer to note 9 o f the
consolidated financial statements for further information about the stock compensation
plans, including employee plans.

| REMUNERATION REPORT CONTINUED |  |

|  | GOVERNANCE | PAGE 55 |

DETAILS OF THE RESTRICTED STOCK UNITS OF THE MANAGEMENT BOARD

| Main plan conditions |  | Information regarding the reported financial year |  |
| Plan |  | Grant date |  | Vesting date |  | End of holding period 1 |  | Opening |  | Movement during the year |  | Closing |  |
|  |  |  |  |  |  |  |  | At beginning of the year |  | Granted |  | Vested |  | At end of the year |  | Subject to a holding period 1 |  | Market value of award at year-end (€)2
Harold Goddijn 3 | RSU 2020 |  | 29-Apr-20 |  | 29-Apr-23 |  | 29-Apr-25 |  | 83,620 |  | — |  | 83,620 |  | — |  | 41,209 |  | 263,119
| RSU 2021 |  | 29-Apr-21 |  | 29-Apr-24 |  | 29-Apr-26 |  | 88,420 |  | — |  | — |  | 88,420 |  | — |  | —
| RSU 2022 |  | 15-Apr-22 |  | 15-Apr-25 |  | 15-Apr-27 |  | 94,393 |  | — |  | — |  | 94,393 |  | — |  | —
| RSU 2023 |  | 17-Apr-23 |  | 17-Apr-26 |  | 17-Apr-28 |  | — |  | 110,237 |  | — |  | 110,237 |  | — |  | —
Taco Titulaer 3 | RSU 2020 |  | 29-Apr-20 |  | 29-Apr-23 |  | 29-Apr-25 |  | 49,130 |  | — |  | 49,130 |  | — |  | 23,835 |  | 152,186
| RSU 2021 |  | 29-Apr-21 |  | 29-Apr-24 |  | 29-Apr-26 |  | 51,950 |  | — |  | — |  | 51,950 |  | — |  | —
| RSU 2022 |  | 15-Apr-22 |  | 15-Apr-25 |  | 15-Apr-27 |  | 55,456 |  | — |  | — |  | 55,456 |  | — |  | —
| RSU 2023 |  | 17-Apr-23 |  | 17-Apr-26 |  | 17-Apr-28 |  | — |  | 64,764 |  | — |  | 64,764 |  | — |  | —
Alain De Taeye 3 | RSU 2020 |  | 29-Apr-20 |  | 29-Apr-23 |  | 29-Apr-25 |  | 49,770 |  | — |  | 49,770 |  | — |  | 24,146 |  | 154,172
| RSU 2021 |  | 29-Apr-21 |  | 29-Apr-24 |  | 29-Apr-26 |  | 52,630 |  | — |  | — |  | 52,630 |  | — |  | —
| RSU 2022 |  | 15-Apr-22 |  | 15-Apr-25 |  | 15-Apr-27 |  | 56,186 |  | — |  | — |  | 56,186 |  | — |  | —
| RSU 2023 |  | 17-Apr-23 |  | 17-Apr-26 |  | 17-Apr-28 |  | — |  | 65,618 |  | — |  | 65,618 |  | — |  | —
|  |  |  |  |  |  |  |  | 581,555 |  | 240,619 |  | 182,520 |  | 639,654 |  | 89,190 |  | 569,477

1. Once vested, RSUs are subject to a two-year holding period. Reduction from vested numbers to closing numbers reflect shares sold to cover taxation.
2. The market value of an award at year-end is calculated using as the closing share price on 31 December 2023 of €6.39 multiplied by the number of vested outstanding units.
3. A dditionally, the Management Board has invested their 2022 bonus partly in RSUs under the Management Board Investment Plan (Harold Goddijn: 13,990 RSUs, Taco Titulaer: 27,980 RSUs, Alain De Taeye: 20,985 RSUs). The number of
RSUs can increase by 15% if the vesting period of three years is completed, and can further increase by an additional 80% if certain company financial performance targets are achieved in 2025.
DETAILS OF THE STOCK OPTIONS OF THE MANAGEMENT BOARD

| Main plan conditions |  | Information regarding the reported financial year |  |
| Plan |  | Grant date 1 |  | Vesting date |  | Expiry date |  | Exercise price (€) |  | Opening |  | Movement during the year |  | Closing |  |
|  |  |  |  |  |  |  |  |  |  | At beginning of the year |  | Expired |  | Vested |  | Exercised |  | At end of the year |  | Outstanding and vested |  | Market value of award at year-end (€)2
Harold Goddijn | Option 2016 |  | 10-May-16 |  | 10-May-19 |  | 10-May-23 |  | 7.58 |  | 112,500 |  | 112,500 |  | — |  | — |  | — |  | — |  | —
| Option 2017 |  | 10-May-17 |  | 10-May-20 |  | 10-May-24 |  | 9.57 |  | 165,000 |  | — |  | — |  | — |  | 165,000 |  | 165,000 |  | —
| Option 2018 |  | 2-May-18 |  | 2-May-21 |  | 2-May-25 |  | 8.13 |  | 201,500 |  | — |  | — |  | — |  | 201,500 |  | 201,500 |  | —
Taco Titulaer | Option 2016 |  | 10-May-16 |  | 10-May-19 |  | 10-May-23 |  | 7.58 |  | 48,500 |  | — |  | — |  | 48,500 |  | — |  | — |  | —
| Option 2017 |  | 10-May-17 |  | 10-May-20 |  | 10-May-24 |  | 9.57 |  | 85,000 |  | — |  | — |  | — |  | 85,000 |  | 85,000 |  | —
| Option 2018 |  | 2-May-18 |  | 2-May-21 |  | 2-May-25 |  | 8.13 |  | 102,800 |  | — |  | — |  | — |  | 102,800 |  | 102,800 |  | —
Alain De Taeye | Option 2016 |  | 10-May-16 |  | 10-May-19 |  | 10-May-23 |  | 7.58 |  | 56,500 |  | 56,500 |  | — |  | — |  | — |  | — |  | —
| Option 2017 |  | 10-May-17 |  | 10-May-20 |  | 10-May-24 |  | 9.57 |  | 100,000 |  | — |  | — |  | — |  | 100,000 |  | 100,000 |  | —
| Option 2018 |  | 2-May-18 |  | 2-May-21 |  | 2-May-25 |  | 8.13 |  | 120,000 |  | — |  | — |  | — |  | 120,000 |  | 120,000 |  | —
|  |  |  |  |  |  |  |  |  |  | 991,800 |  | 169,000 |  | — |  | 48,500 |  | 774,300 |  | 774,300 |  |

1. RSUs were introduced in 2019. There has been no grant of stock options to Management Board members since 2018.
2. The market value of an award at year-end is calculated as the closing share price on 31 December 2023 of €6.39, less the strike price to be paid, multiplied by the number of vested outstanding options that are in-the-money. All options that
have a strike price higher than the year-end share price are considered to be out-of-the-money on 31 December 2023 and are assumed to have no market value.

| REMUNERATION REPORT CONTINUED |  |

|  | GOVERNANCE | PAGE 56 |

SHARE OWNERSHIP GUIDELINES
Share ownership requirements have been set to encourage further shareholding by
Management Board members so as to align the Management Board’s interests with those of
the shareholders. Management Board members are encouraged to build up their
shareholding through vested LTI.
For the CEO, the shareholding guidelines stipulate a minimum of three times the base salary,
while for other Management Board members, the minimum requirement is two times the
base salary.

Board member | Share ownership guidelines | Shareholding at year-end (number of shares) | Market value of shares at year-end (€ in thousands)1 | Base salary (€ in thousands) | Number of times base salary
Harold Goddijn | 3x base salary | 15,452,448 | 98,664 | 565 | 175 x
Taco Titulaer 2 | 2x base salary | 50,457 | 322 | 465 | 0.7 x
Alain De Taeye | 2x base salary | 358,650 | 2,290 | 471 | 5 x

1. The market value of shares is calculated based on the closing share price on 31 December 2023 of €6.39.
2. Taco Titulaer started building his share ownership position upon the first RSUs vesting in 2022.
TARGET COMPENSATION MIX
The Remuneration Committee believes that the target compensation mix of Management
Board members aligns with the long-term interests of shareholders. The chart below
illustrates the target pay that is at risk for the respective Management Board member
represented as percentage of the total potentia l compensation package designed to reward
based on company performance. 1

1. Excluding lease car allowance.
OUTLOOK
The Supervisory Board has been proactive in the monitoring of emerging trends in
remuneration, as demonstrated in both the internal and external alignment sections of the
Remuneration report.
Specifically, we have been observant of the pay ratio development between the
Management Board and the company's senior leadership, and note that the Management
Board's total direct compensation persistently remains below the median market level of the
peer group. In our discussions in the 2022 Remuneration report and subsequent interactions
prior to and following the 2023 AGM, we have acknowledged these observations as well.
Reflecting on these observations, we acknowledge that the remuneration package for the
Management Board warrants a more in-depth review and refinement. It is our aim to ensure
that our remuneration package serves its purpose of attracting and retaining high-quality
executive talent in an effective manner.
To this end, we decided to conduct a thorough review and peer benchmarking exercise,
supported by an external advisor. We explored stakeholder views, societal trends, market
practices, and Dutch corporate governance, and sought input from Management Board
members on remuneration.
Consequently, we will be submitting an updated Remuneration Policy to the 2024 AGM.
FOR MORE INFORMATION
Management Board Remuneration

| REMUNERATION REPORT CONTINUED |  |

|  | GOVERNANCE | PAGE 57 |

COMPARATIVE INFORMATION
For the purpose of reviewing the five-year development of Management Board remuneration
and company performance, the Remuneration Committee has decided to take the metrics of
Location Technology revenue, group free cash flow generation, and the year-end share price
as appropriate measures of company performance.
The following table shows the remuneration and company performance over the last five
reported years, compared with the i mmediate preceding years.

Management Board remuneration 1
€ in thousands and as a % compared to previous year | 2019 | 2020 | 2021 | 2022 | 2023
Harold Goddijn | 1,551 | 1,151 | 1,356 | 1,686 | 1,845
YoY | -2% | -26% | 18% | 24% | 9%
Taco Titulaer | 1,095 | 852 | 1,009 | 1,234 | 1,406
YoY | 12% | -22% | 18% | 22% | 14%
Alain De Taeye | 1,172 | 907 | 1,046 | 1,270 | 1,422
YoY | -1% | -23% | 15% | 22% | 12%
Total | 3,819 | 2,910 | 3,411 | 4,190 | 4,674
YoY | 2% | -24% | 17% | 23% | 12%
Average remuneration 1 per FTE
€ in thousands and as a % compared to previous year | 2019 | 2020 | 2021 | 2022 | 2023
Global employees | 57 | 57 | 60 | 72 | 78
YoY | 5% | 0% | 5% | 21% | 8%
Company performance measures
€ in millions and as a % compared to previous year, unless stated otherwise | 2019 | 2020 | 2021 | 2022 | 2023
Location Technology revenue | 426 | 392 | 394 | 436 | 491
YoY | 14% | -8% | 0% | 11% | 13%
Free cash flow 2 | 70 | -26 | 24 | -29 | 32
YoY | -52% | -138% | 192% | -224% | 210%
Share price (€)3 | 9.42 | 8.44 | 9.11 | 6.49 | 6.39
YoY | 19% | -10% | 8% | -29% | -2%

1. Excluding the cost of social security.
2. Free cash flow includes cash flows relating to the Telematics segment up to 31 March 2019, the effective date of sale,
for 2022 the cash related to our Maps restructuring is excluded.
3. Share price as of 31 December.
In the period between 2020 and 2021, TomTom's performance was negatively impacted by
the global COVID-19 pandemic and semiconductor supply chain shortages, respectively.
These especially impacted Automotive revenues and free cash flow generation. Total
remuneration of the Management Board developed in line with this. Remuneration per
employee remained relatively stable over this period.
In 2022, the remuneration of the Management Board as well as for employees globally,
increased as a result of a higher bonus payout. In 2023, remuneration increased mainly as a
result of an increase in base pay.
TomTom executives and potential hir es
To realize our strategic objectives, TomTom continued to hire executives. Over the past
years, we witnessed the competition for talent and candidates' financial expectations
growing exponentially, with the Long-Term Incentive becoming an increasingly significant
part of senior management remuneration packages. Consequently, while the average RSU
grant value per average TomTom executive tripled between 2019 and 2022, the average
grant value for the Management Board remained roughly stable. For 2023, we note that the
gap in the development of RSU values between the Management Board and senior
executives decreased slightly. This is due to our conscious efforts to offer more balanced
RSU packages as part our ongoing hiring commitments. Accordingly, the Long-Term
Incentives variable pay ratio between the Management Board and senior executives is
becoming more appropriate, yet remains a topic of vigilance.
The development of average RSU grant value 1 (based on share price at grant date) of
TomTom executives (~60 employees) and Management Board
1 Indexed, with average RSU grant value in 2019 set at 100.

| REMUNERATION REPORT CONTINUED |  |

|  | GOVERNANCE | PAGE 58 |

GOVERNANCE
This Remuneration report describes the process that has been followed by the
Remuneration Committee in relation to the implementation of the Remuneration Policies over
the given financial year, and, if applicable, any proposed revision of the Remuneration
Policies. Every year, the implementation of the Remuneration Policies, through the
Remuneration report, is put forward for an advisory vote to the AGM (in line with article
2:135b sub 2 of DCC). At our 2023 AGM, approximately 88% of votes cast were in favor of
our 2022 Remuneration report.
Deviation from Remuneration Policy
The Remuneration Committee did not deviate from its decision-making process in relation to
the implementation of the Remuneration Policy nor derogate from clauses 6 up to and
including 11 of the policy. However, we do acknowledge that the outcome of the benchmarks
performed in recent years indicate that the total compensation of each of the Management
Board members is not in line with the objective to target total compensation around the third
quartile of comparable companies.
Revision and claw-back of variable pay
The claw-back provision as reflected in the Remuneration Policy is in accordance with Dutch
law and forms an integral part of Management Board members’ employment. No variable
remuneration was clawed back in 2023.
Decision making
The Remuneration Committee investigates, deliberates, and determines the annual incentive
of each Management Board member. The Supervisory Board assesses whether the outcome
of the calculated payout is justified by the overall business performance and considers its
fairness in light of provision 2:135 sub 6 of the DCC. In preparation for that assessment, the
Chairs of the Remuneration Committee and the Audit Committee review the final outcomes,
including any quality of earnings elements and relevant aspects of operational business
performance.
Change of control
In case of a change of control, the Supervisory Board may determine that any Long-Term
Incentives, granted to a Management Board member, shall be (deemed to be) vested, and
exercisable if applicable, immediately prior to and conditional upon such change of control,
or during such period after the change of control as the Supervisory Board may specify.
Failing exercise in such change of control event, previously granted stock options will lapse.
Severance compensation
In the event that a Management Board member’s employment is terminated by, or on the
initiative of, the company, the Management Board member is entitled to a severance
payment limited to 50% of one year’s base salary, unless a higher statutory severance
compensation applies.
These terms will not apply if the Management Board member’s employment is terminated for
any reason as set out in articles 7:677 (1) and 7:678 of the DCC. In such situations, the
Management Board member will not be entitled to any severance compensation. A member
of the Management Board will not be entitled to severance compensation if employment is
terminated by themselves, or on their own initiative.

| REMUNERATION REPORT CONTINUED |  |

|  | GOVERNANCE | PAGE 59 |

REMUNERATION OF THE SUPERVISORY BOARD
This section provides an overview of the Remuneration Policy for TomTom’s Supervisory
Board. This Remuneration Policy was adopted by the General Meeting in 2020.
The objective of the Remuneration Policy for the Supervisory Board is to provide
remuneration in a manner that:
• qualified and expert persons can be recruited and retained as members of the Supervisory
Board with the right balance of personal skills, competencies, and experience required to
oversee the (execution of the) company’s strategy and performance;
•intends to reward Supervisory Board members for utilizing their skills and competences to
the maximum extent possible to execute the tasks delegated to them including but not
limited to tasks and responsibilities imposed by the DCC, the Code, and the Articles of
Association;
•as a guiding principle, should reflect the median of relevant Dutch peers' pay practice for
comparable roles; and
•reflects the company’s size and complexity, as well as the responsibilities of the role and
the time spent.
OVERVIEW OF REMUNERATION
Given the nature of the responsibilities of the Supervisory Board as an independent body,
remuneration of the Supervisory Board is not tied to the performance of the company and
only comprises fixed remuneration.
In addition to a fixed fee, the members of the Supervisory Board are provided with a
committee fee and intercontinental travel compensation. Other than the introduction of the
intercontinental travel compensation in 2019, the Supervisory Board fees have not changed
over the last ten years. Therefore, the Supervisory Board fees will be reassessed with the
peer group benchmark in 2023. Payment of the remuneration is done in Euro. Currency
conversion risks are for the account of the member of the Supervisory Board.
The rates of compensation for 2023 are as follows:

(€) | Chair | Member
Supervisory Board | 50,000 | 40,000
Audit Committee | 10,000 | 7,000
Remuneration Committee | 7,000 | 4,000
Selection and Appointment Committee | 7,000 | 4,000
Intercontinental travel allowance per travel occurrence |  | 3,000

Members of the Supervisory Board are not authorized to receive any payments under the
company’s pension or variable pay schemes or under any Long-Term Incentive plan. No
shares or rights to shares were granted to a Supervisory Board member by way of
remuneration. At present, none of the Supervisory Board members own any shares in the
company. Members of the Supervisory Board are not entitled to any benefits upon the
termination of their appointment and no loans are made to any members of the Supervisory
Board.
The following table provides an overview of the actual remuneration of the Supervisory
Board in 2023 and prior years:

(€) |  | 2023 |  | 2022 |  | 2021 |  | 2020 |  | 2019
Derk Haank 1 |  | 61,000 |  | 64,370 |  | 61,000 |  | 64,733 |  | 56,000
Jack de Kreij 2 |  | 50,000 |  | 50,767 |  | 50,000 |  | 50,000 |  | 50,000
Michael Rhodin 3, 4 |  | 59,000 |  | 53,767 |  | 53,000 |  | 50,602 |  | 62,000
Marili 't Hooft-Bolle 5 |  | 51,000 |  | 26,492 |  | — |  | — |  | —
Gemma Postlethwaite 4, 6 |  | 59,000 |  | 11,750 |  | — |  | — |  | —
Jacqueline Tammenoms Bakker 7 |  | — |  | 14,733 |  | 51,000 |  | 51,000 |  | 51,000
Hala Zeine 7 |  | — |  | 13,578 |  | 47,000 |  | 10,183 |  | —
Karien van Gennip 8 |  | — |  | 1,333 |  | 8,000 |  | — |  | —
Previous members |  | — |  | — |  | — |  | 12,664 |  | 74,000
Total |  | 280,000 |  | 236,790 |  | 270,000 |  | 239,182 |  | 293,000

1. Derk Haank temporarily joined the Audit Committee replacing Hala Zeine, increasing his remuneration in 2022.
2. Jack de Kreij temporarily joined the RemCo replacing Jacqueline Tammenoms Bakker, increasing his remuneration in
2022.
3. Michael Rhodin temporarily joined the SelCo replacing Jacqueline Tammenoms Bakker, increasing his remuneration
in 2022.
4. Michael Rhodin and Gemma Postlethwaite are eligible for intercontinental travel allowance.
5. First appointed on 24 June 2022.
6. First appointed on 1 October 2022.
7. Stepped down as per 14 April 2022.
8. Stepped down as per 10 January 2022.
FOR MORE INFORMATION
Supervisory Board Remuneration

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|  | GOVERNANCE | PAGE 60 |

STAKEHOLDER ENGAGEMENT
The perspectives of TomTom stakeholders and the overall social and business context are
taken into consideration by the Remuneration Committee when developing, reviewing, and
implementing the Remuneration Policy for TomTom’s Management Board and the
Remuneration Policy for TomTom's Supervisory Board. The Remuneration Committee is
committed to continuously improving the dialogue about and transparency regarding
Management Board remuneration.
Shareholders
In 2023, TomTom maintained its commitment to fostering an open and ongoing dialogue
with its shareholders. TomTom maintains the Policy on Bilateral and Other Contacts with
Shareholders, which outlines the principles of communications with potential shareholders, in
accordance with best practice provisions (4.2.2) of the Code. We continued to strengthen our
shareholder engagement and governance, underlining our commitment to a transparent and
inclusive approach to corporate governance.
Support for our remuneration in recent years has been strong:

|  | AGM 2023 Voting Item |  | AGM 2022 Voting Item |  | AGM 2021 Voting Item
|  | Remuneration in the financial year 2022 |  | Remuneration in the financial year 2021 |  | Remuneration in the financial year 2020
| Votes | 87,743,277 |  | 93,743,212 |  | 86,245,711

| For
| Against

In addition, the chart below illustrates shareholders' voting behavior on our remuneration-
related proposals in recent years:

|  | AGM 2023 Voting Item |  | AGM 2020 Voting Item |  | AGM 2020 Voting Item
|  | Amendment to Remuneration Policy for the Management Board |  | Adjustment of the Remuneration Policy for the Management Board |  | Adjustment of the Remuneration Policy for the Supervisory Board
| Votes | 91,398,738 |  | 87,756,952 |  | 87,745,938

| For
| Against

Investor organizations/proxy advisors
In 2023, the Remuneration Committee maintained its dialogue with representatives of
various investor organizations and proxy advisors (Eumedion, ISS, Glass Lewis, VEB) to
facilitate an open and effective discussion concerning Management Board remuneration.
The Remuneration Committee and the Supervisory Board highly appreciate these
constructive and transparent dialogues.
In relation to the Remuneration report, the recommendations were:
i) to disclose the pay ratio between the Management Board and the employees (ISS);
ii) to ensure adequate disclosures in the Remuneration report on the selection of the peer
group in relation to the benchmarking exercise (ISS);
iii) to improve future remuneration policies' support for long-term value creation
(Eumedion), and
iv) to review the present structure of the LTI for the Management Board, taking into
account various criteria, including factors relating to performance (ISS, VEB).
Addressing i), we have been continuously disclosing the average total compensation of the
total global employee workforce, relative to the total remuneration package of the CEO and
the total Management Board remuneration.
As part of the forthcoming Remuneration Policy update, we have conducted an extensive
review of the peer group and will adequately report on this exercise in our Remuneration
Policy submission to the 2024 AGM, aiming to address item ii).
We have carefully reflected upon the 2023 AGM voting outcomes regarding the
amendments to the Remuneration Policy, as well as our stakeholders' input mentioned under
points ii) and iv). As a result, the Supervisory Board and the Remuneration Committee intend
to present an updated Remuneration Policy for voting at the 2024 AGM, whereby we also
aim to explore the potential to include additional ESG-related performance targets into the
Management Board's LTI, while also taking steps to evolve the LTI plan towards a more
performance-driven approach.
Works Council
Both the Management Board and the Supervisory Board communicate openly with the Dutch
Works Council. Members of the Works Council have the opportunity to raise and discuss
matters, including the Remuneration Policy and its application or any other matter that
requires attention, both within and outside the regular meeting schedule (bi-annually with the
Supervisory Board and quarterly with the Management Board).
Public perception
T he Supervisory Board monitors the societal implications of general remuneration trends and
perspectives globally and locally. In general, Management Board remuneration at TomTom is
not a publicly debated topic.

| REMUNERATION REPORT CONTINUED |  |

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Achieving adaptability through sound
risk management and internal control
The environment in which TomTom operates provides
both significant opportunities as well as risks. This is due
to continuous technological developments, the
competitive landscape, geopolitical tensions, and a shift
towards a more sustainable planet. In order to take
advantage of our opportunities we will need to execute
on our product roadmap and expand our long-term
strategic partnerships, supported by strong controls and
transparent reporting. TomTom’s risk management
approach is designed to identify and assess
opportunities and risks as early as possible and to take
appropriate measures in order to seize opportunities
and limit business losses. The aim is to manage risks that
pose a threat to TomTom’s future and to strengthen our
ability to create sustainable long-term value.
ESTABLISH STRONG RISK MANAGEMENT
Our risk management framework is designed to identify
and address the strategic risks related to the
development of new products and our core markets as
well as all other risks that can impact our business like
operational, people, f inancial, legal and compliance and
sustainability risks.
Assurance on the effectiveness of controls is obtained
through, among others, management reviews,
monitoring dashboards, self-assessments, internal
audits, and the testing of certain aspects of our internal
financial control systems.
Our systems are designed to manage, rather than
eliminate, the risk that we fail to achieve our business
objectives and can provide reasonable, but not absolute,
assurance against financial loss or material
misstatements in the financial statements.
The key features of our systems of Internal Control are:
• defined lines of accountability and delegation of
authority;
• transparent reporting with analysis on actual results,
budgets, and forecasts;
• assurance that appropriate infrastructure, controls,
policies, procedures, systems, and people are in place
throughout the business;
• organizational design that supports business
objectives and a culture that encourages open and
transparent communication;
• an ESG Committee, supported by Senior Leadership,
which initiates, drives, and coordinates ESG strategy
development, policy setting, disclosures, and planning
of programs and activities related to our commitments;
• a Code of Conduct and whistleblowing (Open Ears)
facilities accessible to all staff as well as periodic fraud
risk assessments, including bribery and corruption risk,
which are discussed with business process owners
and reported to the Management Board;
• financial shared service center with a centralized
Enterprise Resource Planning environment that allows
us to apply consistent levels of control for all regions;
• centralized Treasury operations that manage cash
balances and exposure to credit default and currency
risks through Treasury policies, risk limits, and
monitoring procedures;
• strong tax compliance and correct local filings, enabled
by TomTom’s centralized organization and supported
by local advisors; and
• our control environment is supported by automation
and strong IT tooling.
Reviews of the internal risk management and control
systems were discussed quarterly with the Audit
Committee and Supervisory Board. No major failures
were identified.
The Management Board concluded that the systems
continue to provide reasonable assurance that the
financial statements do not contain material
misstatements and that no material changes to the
control framework were required.
DEFINE RISK APPETITE
Our willingness to assume calculated risks and
uncertainties (the risk appetite) differs for each category.
Our risk appetite is determined by considering the
opportunity in relation to the potential threats to
achieving our strategic objectives. The level of the
company’s risk appetite gives guidance as to what
detailed level TomTom will take measures to control
such uncertainties.
The risk overview table highlights the appetite and the
potential impact on the group’s strategic, people,
financial, legal and compliance, sustainability, and
operational objectives if one or more of the main risks
were to materialize. Our risk assessment is done by
estimating the total impact of an event given that it
occurred, with a 90% confidence interval. The likelihood
of a risk occurring is also disclosed. The risk impact
shown relates to residual risk. This means that the risks
are described after taking the risk response into
consideration.

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ASSESS RISKS AND RISK RESPONSE
Strategic risks and opportunities are analyzed regularly,
as core technologies' value streams are reviewed and
critical developments are monitored continuously. This
process is facilitated by our Product Office. Operational,
people, financial, legal and compliance, and
sustainability risks are monitored by our corporate risk
management function. The corporate risk management
function meets regularly with the Product Office to
ensure alignment and information sharing.
The risk management function considers its risk
appetite, seeking to manage risk according to the risk
appetite. The identified risks and mitigating actions are
expanded and cascaded to specific units.
Trends on impact and likelihood are monitored. A single
owner is assigned responsibility for each identified risk,
which helps to ensure clear accountability for mitigating
actions. The output from the risk management process is
discussed at least annually with the Management Board
and is input to annual budgets and long-term planning.
REPORT ON RISKS AND RISK TRENDS
The Audit Committee and the Supervisory Board fulfill
their oversight responsibilities in relation to risk reporting
and trend monitoring. The group risk process and the
outcome thereof as well as internal audits, external
audits, and management self-assessment on controls are
reported to and discussed by the Audit Committee.
The overview of the group risk profile reflects the risks
that we believe are most relevant to the achievement of
our strategy over a horizon of at least twelve months.
The order does not reflect importance, vulnerability, or
materiality. The overview is not exhaustive as there may
be risks currently not known to us or not deemed to be
material. The overview should be considered in
connection with the forward-looking statements.
RISKS REDUCED IN 2023
The Consumer business depends on its supply chain.
Our Consumer team continuously monitors the supply
chain to ensure sufficient supply. In recent years, we
experienced supply chain risks, especially in relation to
semiconductors. Currently, we do not expect supply
chain risks to significantly impact our Consumer
business in the foreseeable future, hence we removed
"Supply chain disruption risk" from the overview.
We have also removed "Reputation damage risk" from
the overview. This risk was deemed generic and is
therefore incorporated in other risks, as disclosed below.
EMERGING RISKS IN 2023
2023 saw explosive growth in both the capabilities and
adoption of generative AI. The expected disruption from
generative AI is significant, both due to altering market
conditions as well as organizational changes. Further
adoption of AI at TomTom could enable increases in
productivity and innovative ability, though it could also
lead to re-skilling efforts to address shifting talent needs.
We also assessed the implications of a continued rise in
interest rates on the valuation of our assets and
liabilities, including goodwill, on our balance sheet. This
assessment did not result in any impairment or other
material change in the valuation of our assets and
liabilities, except for a decrease in the value of our
defined benefit pension obligation. More details on our
goodwill impairment test can be found in note 13.

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SUSTAINABILITY RISKS AND OPPORTUNITIES
TomTom assessed climate risk, including the risks
associated with our ESG commitments and the impact of
climate change. Where relevant, we have incorporated
ESG-related matters in our risk overview, especially in
relation to our people and information security risk.
Specific ESG risks are reported in a separate
sustainability category.
Also, some identified risks might bring associated
climate-related opportunities, as some of our products
and services (e.g., traffic, EV Routing and Range, and
ADAS) are enablers for others to reduce emissions, as
further described in the Sustainability chapter. We will
continue to assess climate risk and opportunities o n an
ongoing basis.

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Category | Risk |  |  |  |  | Impact | Likelihood | Trend | Appetite |
Strategic | Failure to commercialize our new mapmaking platform |  | M | L |  | M |
Failure to grow our Location Technology business |  | H | M |  | H |
Operational | Service availability issues |  | H | L |  | M |
Generative AI and automation |  | M | M |  | L |
People | Inability to maintain employee engagement and well-being |  | M | M |  | M |
Diversity, equity, and inclusion |  | M | L |  | L |
Legal and compliance | Information security risk |  | H | M |  | L |
Customer privacy and changing regulatory requirements |  | H | L |  | L |
Intellectual property claims |  | M | L |  | L |
Financial | Further adverse changes in macroeconomic conditions |  | M | H |  | L |
Sustainability | Climate-related risk |  | M | M |  | L |
Legend |  |  |  |  |  |  |  |  |  |
H | High |  |  | ESG-related risk |  |  |  |  |  |
M | Medium |  |  | New risk |  |  |  |  |  |
L | Low |  |  | Unchanged risk |  |  |  |  |  |
|  |  |  | Increased risk |  |  |  |  |  |
|  |  |  | Decreased risk |  |  |  |  |  |

Risk |  | Trend | Description |  |  | Opportunity/Response
Strategic
Failure to commercialize our new mapmaking platform |  |  | Map content needs to be constantly updated and enhanced, reflecting changes in the world in near real-time and with high accuracy to meet the continuously increasing needs of our existing and future customer base. In 2023, we launched our new TomTom Orbis Maps, built on a common, shared data standard that we promote through the Overture Maps Foundation. Our aim is for customers and prospects to leverage our maps and adopt this standard. If we are unable to provide added value to our customers and further develop our new TomTom Orbis Maps at sufficient quality, coverage, freshness, and costs, and if we are unable to further bolster and automate our map creation, maintenance and delivery platforms, our map-based business may be materially adversely affected. |  |  | Our new mapmaking platform and approach to mapmaking greatly improve our mapmaking capabilities and allows us to create maps that are vastly improved, enabling us to unlock new markets and service new customers at reduced cost. We will continue to invest in our maps to ensure they meet the needs of our existing and future customer base. The transition to the new TomTom Orbis Maps and its customer acceptance is overseen by our Management Board, with clear goals and milestones in place. Importantly, we are also continuing to work on establishing and promoting a universal location data standard, as one of the founding members of the Overture Maps Foundation, together with various leading technology companies. As we aim to minimize our impact on the planet in developing and maintaining our map we work with our Tier-1 cloud providers and we ensure that their environmental commitments are in line with our own.
Failure to grow our Location Technology business |  |  | While there continues to be a strong demand for location technology from both vehicle-based use cases as well as broader technology applications, we operate within a market characterized by continuous evolution. Major players in the technology industry have ventured into the automotive sector. They have launched solutions ranging from vehicle dashboards and infotainment systems to autonomous and electric vehicles. With the transformation of cars into sophisticated computing platforms, large technology companies might attempt to capitalize on this transition, leading to increased competitive pressures. |  |  | TomTom has extensive experience in the location technology market and we are committed to positioning TomTom in a manner that addresses the future needs of our customers and allows us to effectively pursue new opportunities. With our technological and innovative capabilities, we continuously develop new product and service offerings to take advantage of new opportunities in the area of location-based technologies. These include innovations in areas of mapping and map display, supporting use cases such as food delivery, fleet and logistics, ride-hailing, EV services, and ISA.
Operational
Service availability issues |  |  | We provide customer-facing services that are expected to be fully accessible and usable on a continuous basis. These services include live traffic and travel-related information, online location-based services, and sales of other live products via our website. To provide these services to our customers we rely on our own, as well as outsourced, information technology, telecommunications, and other infrastructure systems. A significant disruption to the availability of these systems could cause interruptions in the availability of our services to customers that may cause reputational damage and could trigger contractual penalties, which could in turn, have a material adverse effect on our financial condition and the results of our operations. |  |  | Revenue-generating and customer-facing services are supported by infrastructure running with Tier-1 cloud providers. We make use of the cloud providers' native infrastructure resiliency measures, such as the use of availability zones and multi-region deployments. Any remaining on-premise network infrastructure dependencies are being addressed in consultation with our customers. In addition, we continue to invest in industry standard observability and site reliability engineering best practices to further improve the online availability of our products and services.
Generative AI & Automation |  |  | Generative AI can lead to competitive disruption if competitors moves faster in embedding AI in their product offering and creates superior products or services. In addition, generative AI and automation may lead to changes in job roles and responsibilities, potentially resulting in job displacement, job losses, or a shift in required skill sets. |  |  | We are committed to infuse generative AI into our products and operations, improving efficiency, fostering innovation, and expanding generated customer value. At the same time, we prioritize data governance and offer guidelines for responsible AI to minimize the risks associated with AI and empower our teams with the tools and knowledge for effective and responsible usage of AI.

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Risk |  | Trend | Description |  |  | Opportunity/Response
People
Inability to maintain employee engagement and well- being |  |  | Our markets are characterized by rapid technological change, which challenges us to sell and deliver highly competitive products and services on an ongoing basis. In order to be a market leader in our industry, we need to have a diverse group of talented people with the right skills collaborating effectively with one another. Inadequate efforts to support employee well-being and opportunities may negatively impact the company’s ability to attract, retain, and motivate skilled employees which can result in high turnover and, consequently, reduced innovation and lower productivity. |  |  | TomTom positively impacts employee well-being, not only through the creation of job opportunities, maintenance of fair compensation, and promotion of attractive working conditions, but also by providing opportunities for employees to find their purpose and make meaningful impact. In our ambition to be the employer of choice in technology, our rigorous recruitment process aims to attract the best talent. We continuously monitor our employees' engagement and have programs in place to promote and maintain engagement, leading to stronger talent retention. An important driver of engagement is the success and impact of the products we develop, as these can have a positive impact on people's lives (e.g., less traffic incidents, reduced CO 2 emissions, convenient routing).
Diversity, equity, and inclusion |  |  | The absence of workplace policies and procedures that safeguard and promote DEI, or breaches in such policies and procedures, can result in significant damage to a company's reputation and affect how various stakeholders, including prospective and current employees, customers, and regulators, perceive the organization. This can also impede the company's ability to attract and retain top talent, ultimately hindering innovation and creativity. |  |  | Companies perceived as being more diverse are likely to see increased brand loyalty from customers as well as increased attractiveness as an employer. In addition, it is important to note that we recognize the benefits of strong DEI practices in the improved engagement of TomTom'ers, with their performance being bolstered by a work environment in which they are respected, treated with fairness, and can feel free to express themselves and bring their ideas to the table.
Legal and compliance
Information security risk |  |  | Our business operations and reputation are substantially dependent on our ability to maintain the confidentiality, integrity, and availability of information as regards to customers, employees, suppliers, proprietary technologies, intellectual property, and business processes. Additionally, the volume and sophistication of information security (‘cybersecurity’) threats as well as regulatory requirements continue to grow. The inadvertent disclosure of confidential information, unauthorized access to our systems and networks, defective products, and sanctions potentially imposed by regulators could adversely affect our business and reputation and have a material adverse effect on our financial condition and the results of our operations. |  |  | We have in place a global information security organization, as well as a policy and control framework that governs and defines our procedures for mitigating risks in our engineering efforts, operations, and products using a risk-based approach, based on ISO information security standards. We consistently improve on, strengthen, and invest in our cyber-defense capabilities, including our ESG commitment to continuously train our developers and staff, to keep pace with the evolving threats facing our company.
Customer privacy and changing regulatory requirements |  |  | We provide location-based products and services to our customers. Due to growing public awareness and increased regulatory scrutiny, compliance with privacy regulations, and customer expectations is increasingly important in maintaining our competitive position. Various governments across the globe have adopted or are in the process of adopting privacy regulations, and it is imperative for data-dependent companies to comply with them. Further, the handling of data requests from law enforcement and intelligence services bodies remains an important topic for companies, especially for those operating at an international scale. Depending on the country and cultural background, these requests could raise additional concerns regarding the use of our products and services. |  |  | Inherent in the design and operation of our products and services, we apply a privacy-by- design approach to ensure that our Privacy Principles, as well as the obligations arising from applicable privacy laws and regulations, are structurally adhered to throughout our products, services, and operations. We see various opportunities in the future owing to customers increasingly valuing our privacy-by-design approach and data protection philosophies. Next to that, we have further invested in our Compliance Management Framework and strengthened data ownership as well as the reporting and communication thereon. Please refer to the Information Security and Data Privacy section for more information.

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Risk |  | Trend | Description |  |  | Opportunity/Response
Intellectual property claims |  |  | We rely on a combination of trademarks, trade names, patents, confidentiality and non-disclosure agreements, copyrights, and design rights to defend and protect our trade secrets and the intellectual property inherent to our expanding range of products and services. We may be faced with claims that we have infringed on the intellectual property rights or patents of others. Should claims be asserted against us, these may result in us being ordered to pay substantial damages or forced to stop or delay the development, manufacturing or sale of infringing products. Any such outcome could have a material adverse effect on our financial condition and the results of our operations. Furthermore, even if we were to prevail, any litigation could be costly and time-consuming. |  |  | We have a dedicated intellectual property team responsible for the protection of our products and services against unauthorized use by third parties. By investing in research and development and obtaining and enforcing intellectual property rights, such as patents and trademarks, we can prevent the competition from reproducing our unique products and services. Over time, we have developed a reputation for strongly defending our position in all intellectual property litigation, including against non-practicing entities (NPEs).
Financial
Further adverse changes in macroeconomic conditions |  |  | Adverse changes to economic conditions could result in continued inflation, reduced customer spending, or increased foreign exchange risk. High inflation can have a significant impact on TomTom due to the long-term nature of our contracts and there being potentially limited possibilities to increase pricing terms to offset increased cost due to wage inflation. |  |  | We have a relatively resilient business model with a strong Automotive backlog. Our offers are competitive in the markets in which we operate. We are supporting our business customers’ goals, adding value by enhancing their offerings and enabling operational efficiencies. We have no debt and a strong cash position which allows us time to adjust our pricing and cost base. We manage foreign currency transaction risk mainly through forward contracts to cover forecasted net exposures.
Sustainability
Climate-related risk |  |  | Climate change can pose both physical as well as transition risks to our business. The increasing occurrence and severity of extreme weather events like heatwaves, droughts, floods, and wildfires can have a negative impact on our customers, and potentially on our revenue and operations. Additionally, regulatory measures aimed at addressing climate change, such as the implementation of carbon pricing measures and imposition of restrictions on the production and sales of internal combustion-propelled vehicles may disrupt the broader mobility industry and customer preferences. On the other hand these changes may also bring new mobility use cases for our products and services to support. |  |  | We are in the process of carrying out more in-depth analyses of the physical risks of climate change and we continue to monitor both risks and opportunities arising from climate change and the transition to a low-carbon economy. Our business is driven by the localization and mobility needs of people and businesses, and we have a broad set of products and services in place that support a growing number of increasingly sophisticated use cases. As a result, TomTom remains well-positioned to monetize these trends in case consumer behavior or choices change. We are constantly exploring opportunities to innovate and grow in newly-emerging customer needs in the location and navigation space.

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Consistent and transparent reporting
We maintain an open dialogue with investors and analysts,
and have an extensive communication program that
includes the General Meeting, roadshows, conferences,
webcasts, and in-house meetings. Related events are
reported on our Investor Relations website.
We strictly adhere to applicable legislation on fair disclosure.
We aim to inform stakeholders about TomTom and its
management, strategy, goals, and expectations in a
transparent, timely, and consistent manner. Contact with
investors and analysts is conducted in compliance with
applicable rules and regulations, in particular those
concerning market abuse, inside information, and equal
treatment. For more information, please refer to our Policy on
bilateral and other contacts with shareholders.
Our Investor Relations website contains information about
TomTom. Investors and analysts are encouraged to visit the
Investor Relations website regularly for coverage of the
share price, shareholder meetings, financial results, press
releases, presentations, webcasts, and relevant events.
CLOSED PERIOD
During a closed period prior to the publication of the
quarterly results, we do not engage in discussions with
analysts, investors, and financial journalists or give
presentations at investor conferences.
FINANCIAL CALENDAR 2024
Our financial calendar can be found on our website. The
scheduled dates for earnings releases are as follows:

Date | Event
2 February 2024 | Publication Q4 and FY 2023 results
17 April 2024 | Publication Q1 2024 results
17 April 2024 | Annual General Meeting
15 July 2024 | Publication Q2 2024 results
11 October 2024 | Publication Q3 2024 results

DIVIDEND POLICY
TomTom’s current dividend policy is not to distribute
dividends. The company gives priority to increasing
technology investments to strengthen its capabilities and
competitive position. The company believes that allocating
its cash resources to these priorities serves shareholders’
interests and the company’s objective of sustainable long-
term value creation.
SHAREHOLDER STRUCTURE
An overview of the company’s shareholders with a holding
(voting rights) of 3% of the issued capital or more can be
found in the Corporate Governance section. The following
table shows the c ompany’s ordinary shareholder structure as
at 31 December 2023:

| Number of shares | % of total
Harold Goddijn | 15,452,448 | 11.7%
Corinne Vigreux | 14,982,531 | 11.3%
Peter-Frans Pauwels | 14,702,531 | 11.1%
Pieter Geelen | 14,140,030 | 10.7%
Total founders | 59,277,540 | 44.8%
Free float | 68,371,770 | 51.7%
Treasury shares 1 | 4,717,362 | 3.6%
Total shares outstanding | 132,366,672 | 100%

1. Treasury shares are related to TomTom's share buyback programs. Shares
purchased as part of the 2023 program are intended to be canceled,
subject to shareholder approval.
LISTING
TomTom N.V. shares are traded on Euronext Amsterdam in
the Netherlands under the symbol TOM2. The company is
included in the Amsterdam Small Cap Index (AScX).
SHARE PRICE
The graph below shows TomTom’s share price development
during 2023.

| INVESTOR RELATIONS |  |

|  | GOVERNANCE | PAGE 68 |

Management Board s tatements
The Management Board r eport (c onsisting of pages 3 up to
and including 40, page 62 up to and including 70, and page
119 up to and including 132), and such parts of the financial
statements as referred to in the Management Board report,
comprise the ‘Bestuursverslag’ within the meaning of article
2:391 of the DCC.
IN CONTROL AND RESPONSIBILITY STATEMENT
The Management Board states, in accordance with best
practice provision 1.4.3 of the Code, that:
• the Management Board report provides sufficient insights
into any failings in the effectiveness of the internal risk
management and control systems with regard to the risks
as referred to in best practice provision 1.2.1. In the 2023
financial year no major failings have been detected;
• the risk management and control systems provide a
reasonable assurance that the 2023 financial statements
do not contain any errors of material importance. Details
are set out in the Risk management and control section;
• based on TomTom’s current state of affairs, it is justified
that the financial reporting is prepared on a going concern
basis. This is based upon the strong cash position and the
expected medium- and long-term free cash flow generation
of the company as well as the risks and opportunities
f acing the company. Commentary on the company’s cash
flow, liquidity, and financial position is set out in the
Financial Review. The financial risk management is set out
in note 27 of our consolidated financial statements; and
• the Management Board report discloses all material risks
and uncertainties, as referred to in the best practice
provision 1.2.1, that are relevant regarding the expectation
as to the continuity of TomTom for the 12-month period
after the date of issue of this Management Board report.
The Risk management and control section of the
Management Board report provides a clear substantiation of
the above mentioned statement.
With reference to section 5:25c sub 2c of the Financial
Markets Supervision Act, the Management Board states that,
to the best of its knowledge:
• t he annual financial statements give a true and fair view of
the assets, liabilities, financial position, and loss of the
company and the undertakings included in the
consolidation taken as a whole; and
• t he Management Board report provides a fair view of the
development and performance of the business and the
position of the company and the undertakings included in
the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that the
company faces.
CORPORATE GOVERNANCE STATEMENT
The information required to be included in this Corporate
Governance Statement as described in articles 3, 3a, 3b and
3d of the Dutch Decree on the contents of Directors’ Report
(the Decree) are incorporated in the Management Board
report and the Supervisory Board report sections.
The main characteristics of the company’s internal risk
management measures and control systems connected to its
financial reporting process, as required by article 3a sub a of
the Decre e, are described in the In Control and
Responsibility Statement.
OUR COMPLIANCE WITH THE CODE
TomTom complies with all the relevant best practice
provisions of the Code, with the exception of best practice
provisions 3.1.2 (v) and 4.3.3. The nature of and reasons for
these deviations are explained below.
Best Practice Provision 3.1.2 (v)
Best practice provision 3.1.2 (v) provides that the variable
remuneration component shall be linked to measurable
performance criteria determined in advance, which shall be
predominantly long-term in character.
TomTom deviates from best practice provision 3.1.2 (v) to the
extent that it does not link its Long-Term Incentive to
predefined performance criteria. All RSUs granted under the
Management Board Restricted Stock Unit Plan shall be
granted conditional to continued employment of the
Management Board members only. These grants have a
vesting period of three years, with a subsequent two-year
shareholding requirement. In addition, share ownership
requirements have been set to encourage future
shareholding for all Management Board members. The
Supervisory Board reserves the right to decide not to award
RSUs in a given year in case of exceptional market or
business circumstances. The reason for this deviation is that
it has proven difficult to set meaningful long-term
performance targets in our rapidly evolving, dynamic market
environment.
Best Practice Provision 4.3.3
Best practice provision 4.3.3 provides that the General
Meeting may pass a resolution to cancel the binding nature
of a nomination for the appointment of a member of the
Management Board or the Supervisory Board and/or a
resolution to dismiss a member of the Management Board or
of the Supervisory Board by an absolute majority of the votes
cast. It may be provided that this majority should represent a
given proportion of the issued capital, the proportion of
which may not exceed one third.
Our Articles of Association provide that a binding nomination
for the appointment of Management Board or Supervisory
Board members may only be set aside by a resolution of the
General Meeting passed with a two-thirds majority
representing more than 50% of its issued share capital. The
same provision applies to any resolution to dismiss a
member of the Management Board or of the Supervisory
Board.
The reason for this deviation is that the company believes
that maintaining continuity in its Management Board and
Supervisory Board is critical for delivering sustainable long-
term value creation.

| MANAGEMENT BOARD STATEMENTS |  |

|  | GOVERNANCE | PAGE 69 |

The company would like to protect its stakeholders against a
sudden change in management by maintaining the qualified
majority and voting quorum requirement, which is consistent
with Dutch law.
INFORMATION PURSUANT TO THE DECREE ARTICLE 10
TAKEOVER DIRECTIVE
The Management Board states that all information, which
must be disclosed pursuant to the Decree Article 10
Takeover Directive (‘Besluit artikel 10 overnamerichtlijn’), is
included in the Corporate Governance section, the
Supervisory Board report and the notes referred to herein, to
the extent that it is applicable to TomTom.
NON-FINANCIAL STATEMENT
Directive 2014/95/EU on the disclosure of non-financial
information requires companies to publish a non-financial
statement. The relevant provision has been implemented
into Dutch law through the Decree disclosure on non-
financial information (‘Besluit bekendmaking niet-financiële
informatie’). The information regarding environmental, anti-
corruption and bribery, social and employee matters, and
respect for human rights, as required by this Decree, is
incorporated in the Sustainability chapter and in the Non-
financial information chapter.
Amsterdam, 2 February 2024
The Management Board
HAROLD GODDIJN
Chief Executive Officer
TACO TITULAER
Chief Financial Officer
ALAIN DE TAEYE
Member of the Management Board

| MANAGEMENT BOARD STATEMENTS CONTINUED |  |

|  | GOVERNANCE | PAGE 70 |

|  | TOMTOM NV | ANNUAL REPORT 2023 | PAGE 71 |

Financials |  |
Consolidated financial statements | 72 |  |
Company financial statements | 105 |  |
Other information | 110 |  |

|  | Financials |  |  |  |  |  |  |
|  | Consolidated financial statements |  |  |  |  |  |
|  | Consolidated statement of income | 73 |  |  |  |  |  |
|  | Consolidated statement of comprehensive income | 73 |  |  |  |  |  |
|  | Consolidated balance sheet | 74 |  |  |  |  |  |
|  | Consolidated statement of cash flows | 74 |  |  |  |  |  |
|  | Consolidated statement of changes in equity | 75 |  |  |  |  |  |
|  | Notes to the consolidated financial statements | 76 |  |  |  |  |  |

|  | TOMTOM NV | ANNUAL REPORT 2023 | PAGE 72 |

Consolidated statement of income
For the year ended 31 December

(€ in thousands) |  | Notes |  | 2023 |  | 2022
Revenue |  | 6 |  | 584,760 |  | 536,343
Cost of sales |  | 7 |  | 88,992 |  | 86,619
Gross profit |  |  |  | 495,768 |  | 449,724
Research and development expenses - Geographic data |  | 174,596 |  | 205,760
Research and development expenses - Application layer |  | 184,619 |  | 171,504
Sales and marketing expenses |  |  |  | 57,080 |  | 50,353
General and administrative expenses |  |  |  | 99,481 |  | 119,720
Total operating expenses |  | 8-11 |  | 515,776 |  | 547,337
Operating result |  |  |  | -20,008 |  | -97,613
Interest income |  | 29 |  | 9,688 |  | 390
Interest expense |  | 29 |  | -1,949 |  | -1,183
Other financial result |  | 29 |  | -1,739 |  | 3,611
Financial result |  |  |  | 6,000 |  | 2,818
Result before tax |  |  |  | -14,008 |  | -94,795
Income tax expense |  | 12 |  | -7,000 |  | -7,940
Net result |  |  |  | -21,008 |  | -102,735
Attributable to equity holders of the parent |  |  |  | -21,008 |  | -102,735
Earnings per share (€) |  | 26 |  |  |  |
Basic |  |  |  | -0.16 |  | -0.80
Diluted |  |  |  | -0.16 |  | -0.80

Consolidated statement of comprehensive income
For the year ended 31 December

(€ in thousands) |  | Notes |  | 2023 |  | 2022
Net result |  |  |  | -21,008 |  | -102,735
Items that will not be reclassified to profit or loss |  |  |  |  |  |
Actuarial gain on defined benefit plans 1 |  | 8 |  | -512 |  | 5,719
Fair value remeasurement of financial instruments 1 |  |  |  | 995 |  | -3,090
Items that may be subsequently reclassified to profit or loss |  |  |  |  |  |
Currency translation differences |  |  |  | -568 |  | 2,406
Other comprehensive income/(loss) for the period |  |  |  | -85 |  | 5,035
Total comprehensive loss for the period |  |  |  | -21,093 |  | -97,700
Attributable to equity holders of the parent |  |  |  | -21,093 |  | -97,700

1. The items in the statement above are presented net of tax expense o f €0.4 million for 2023 (2022: €1.0 million).

| The notes on pages 77 to 109 are an integral part of these consolidated financial statements. | FINANCIALS | CONSOLIDATED FINANCIAL STATEMENTS | PAGE 73 |

Consolidated balance sheet
As at 31 December

(€ in thousands) |  | Notes |  | 2023 |  | 2022
Goodwill |  | 13 |  | 192,294 |  | 192,294
Other intangible assets |  | 14 |  | 20,275 |  | 42,917
Property, plant and equipment |  | 15 |  | 24,313 |  | 21,645
Lease assets |  | 16 |  | 44,624 |  | 35,815
Other contract-related assets |  | 6 |  | 24,384 |  | 23,737
Other investments |  | 17,28 |  | 0 |  | 13,814
Deferred tax assets |  | 12 |  | 1,206 |  | 1,158
Total non-current assets |  |  |  | 307,096 |  | 331,380
Inventories |  | 18 |  | 14,823 |  | 14,660
Trade receivables |  | 19 |  | 69,156 |  | 65,743
Unbilled receivables |  | 6 |  | 42,778 |  | 48,298
Other contract-related assets |  | 6 |  | 10,635 |  | 6,890
Prepayments and other receivables |  | 20-21 |  | 36,209 |  | 36,803
Fixed-term deposits |  | 22 |  | 227,662 |  | 171,000
Cash and cash equivalents |  | 22 |  | 87,532 |  | 132,729
Total current assets |  |  |  | 488,795 |  | 476,123
Total assets |  |  |  | 795,891 |  | 807,503
Equity attributable to equity holders of the parent |  | 25 |  | 181,588 |  | 199,606
Total equity |  |  |  | 181,588 |  | 199,606
Lease liabilities |  | 16 |  | 38,441 |  | 26,654
Deferred tax liability |  | 12 |  | 1,040 |  | 2,404
Provisions |  | 30 |  | 14,841 |  | 18,237
Deferred revenue |  | 6 |  | 267,059 |  | 263,043
Total non-current liabilities |  |  |  | 321,381 |  | 310,338
Trade payables |  | 23 |  | 21,168 |  | 6,102
Lease liabilities |  | 16 |  | 8,272 |  | 11,071
Provisions |  | 30 |  | 10,879 |  | 11,020
Deferred revenue |  | 6 |  | 166,171 |  | 175,607
Other contract-related liabilities |  | 6 |  | 17,078 |  | 18,921
Income taxes |  | 12 |  | 1,594 |  | 3,133
Accruals and other liabilities |  | 24 |  | 67,760 |  | 71,705
Total current liabilities |  |  |  | 292,922 |  | 297,559
Total equity and liabilities |  |  |  | 795,891 |  | 807,503

Consolidated statement of cash flows
For the year ended 31 December

(€ in thousands) | Notes | 2023 | 2022
Operating result |  |  |  | -20,008 |  | -97,613
Foreign exchange adjustments |  |  |  | -1,214 |  | 6,373
Depreciation and amortization |  | 10 |  | 43,616 |  | 56,672
Change in provisions |  | 30 |  | -2,598 |  | -2,472
Equity-settled stock compensation expenses |  | 9 |  | 12,801 |  | 10,532
Other non-cash movement |  |  |  | -341 |  | -69
Changes in working capital: |  |  |  |  |  |
| Change in inventories |  |  |  | 2,288 |  | 5,086
| Change in receivables and prepayments |  |  |  | -303 |  | -9,164
| Change in liabilities (excluding provisions)1 |  |  |  | 1,340 |  | 5,124
Cash flow from operations |  |  |  | 35,581 |  | -25,531
Interest received |  | 29 |  | 9,679 |  | 389
Interest paid |  | 29 |  | -1,734 |  | -1,183
Corporate income taxes paid |  | 12 |  | -10,831 |  | -5,083
Cash flow from operating activities |  |  |  | 32,695 |  | -31,408
Investments in intangible assets |  | 14 |  | 0 |  | -5,271
Investments in property, plant and equipment |  | 15 |  | -11,857 |  | -4,895
Proceeds from sale of investments |  | 17 |  | 14,965 |  | 0
Dividends received |  | 17 |  | 0 |  | 392
Change in fixed-term deposits |  |  |  | -56,662 |  | -21,000
Cash flow from investing activities |  |  |  | -53,554 |  | -30,774
Payment of lease liabilities |  | 16 |  | -11,766 |  | -14,369
Proceeds on issue of ordinary shares |  | 25 |  | 368 |  | 4,051
Purchase of treasury shares |  | 25 |  | -12,060 |  | 0
Cash flow from financing activities |  |  |  | -23,458 |  | -10,318
Net decrease in cash and cash equivalents |  |  |  | -44,317 |  | -72,500
Cash and cash equivalents at the beginning of period |  |  | 132,729 |  | 205,820
Exchange rate changes on cash balances held in foreign currencies |  |  |  | -880 |  | -591
Cash and cash equivalents at the end of period | 22 |  | 87,532 |  | 132,729

1. Includes movements in the non-current portion of deferred revenue presented under non-current liabilities.

| The notes on pages 77 to 109 are an integral part of these consolidated financial statements. | FINANCIALS | CONSOLIDATED FINANCIAL STATEMENTS | PAGE 74 |

Consolidated statement of changes in equity
For the year ended 31 December

(€ in thousands) |  | Notes |  | Share capital |  | Share premium |  | Treasury shares |  | Other reserves 1 |  | Retained earnings |  | Shareholders’ equity
Balance as at 1 January 2022 |  |  |  | 26,473 |  | 338,124 |  | -40,746 |  | 99,172 |  | -140,300 |  | 282,723
COMPREHENSIVE INCOME |  |  |  |  |  |  |  |  |  |  |  |  |  |
Result for the year |  |  |  | 0 |  | 0 |  | 0 |  | 0 |  | -102,735 |  | -102,735
OTHER COMPREHENSIVE INCOME |  |  |  |  |  |  |  |  |  |  |  |  |  |
Currency translation differences 2 |  |  |  | 0 |  | 0 |  | 0 |  | 2,406 |  | 0 |  | 2,406
Actuarial gain on defined benefit plans |  | 8 |  | 0 |  | 0 |  | 0 |  | 0 |  | 5,719 |  | 5,719
Fair value remeasurement of financial instruments |  | 17 |  | 0 |  | 0 |  | 0 |  | -3,090 |  | 0 |  | -3,090
Total other comprehensive income |  |  |  | 0 |  | 0 |  | 0 |  | -684 |  | 5,719 |  | 5,035
Total comprehensive income |  |  |  | 0 |  | 0 |  | 0 |  | -684 |  | -97,016 |  | -97,700
TRANSACTIONS WITH OWNERS |  |  |  |  |  |  |  |  |  |  |  |  |  |
Stock compensation expenses |  | 9 |  | 0 |  | 0 |  | 0 |  | 10,532 |  | 0 |  | 10,532
Reissuance of shares |  | 25 |  | 0 |  | 0 |  | 4,051 |  | 0 |  | 0 |  | 4,051
OTHER MOVEMENTS |  |  |  |  |  |  |  |  |  |  |  |  |  |
Transfers between reserves |  |  |  | 0 |  | 0 |  | 6,213 |  | -36,203 |  | 29,990 |  | 0
Balance as at 31 December 2022 |  |  |  | 26,473 |  | 338,124 |  | -30,482 |  | 72,817 |  | -207,326 |  | 199,606
COMPREHENSIVE INCOME |  |  |  |  |  |  |  |  |  |  |  |  |  |
Result for the year |  |  |  | 0 |  | 0 |  | 0 |  | 0 |  | -21,008 |  | -21,008
Other comprehensive income |  |  |  |  |  |  |  |  |  |  |  |  |  |
Currency translation differences 2 |  |  |  | 0 |  | 0 |  | 0 |  | -568 |  | 0 |  | -568
Actuarial loss on defined benefit plans |  | 8 |  | 0 |  | 0 |  | 0 |  | 0 |  | -512 |  | -512
Fair value remeasurement of financial instruments |  | 17 |  | 0 |  | 0 |  | 0 |  | 995 |  | 0 |  | 995
Total other comprehensive income |  |  |  | 0 |  | 0 |  | 0 |  | 427 |  | -512 |  | -85
Total comprehensive income |  |  |  | 0 |  | 0 |  | 0 |  | 427 |  | -21,520 |  | -21,093
TRANSACTIONS WITH OWNERS |  |  |  |  |  |  |  |  |  |  |  |  |  |
Stock compensation expenses |  | 9 |  | 0 |  | 0 |  | 0 |  | 12,801 |  | 0 |  | 12,801
Reissuance of shares |  | 25 |  | 0 |  | 0 |  | 368 |  | 0 |  | 0 |  | 368
Repurchase of shares |  | 25 |  | 0 |  | 0 |  | -12,388 |  | 0 |  | 0 |  | -12,388
Reclassification from liability to stock compensation reserve |  | 9 |  | 0 |  | 0 |  | 0 |  | 2,294 |  | 0 |  | 2,294
OTHER MOVEMENTS |  |  |  |  |  |  |  |  |  |  |  |  |  |
Transfers between reserves |  |  |  | 0 |  | 0 |  | 8,392 |  | -31,594 |  | 23,202 |  | 0
Balance as at 31 December 2023 |  |  |  | 26,473 |  | 338,124 |  | -34,110 |  | 56,745 |  | -205,644 |  | 181,588

1. Other reserves include Legal reserve, Currency translation reserve and the Stock compensation reserve.
2. Currency translation differences arise on the translation of foreign currencies relating to foreign operations.

| The notes on pages 77 to 109 are an integral part of these consolidated financial statements. | FINANCIALS | CONSOLIDATED FINANCIAL STATEMENTS | PAGE 75 |

|  | Financials |  |  |  |  |
| FINANCIALS |  |  |  |  |  |  |
|  | Notes to the consolidated financial statements |  |
|  | The notes are grouped into six sections. The notes contain the relevant financial information as well as a description of accounting policy applied for the topic of the individual notes. |  |
|  | Section 1 |  |  | Section 3 |  |  | Section 5 |  |  |
|  | General information and basis of reporting |  |  | Non-current assets and investments |  |  | Financing, financial risk management and financial instruments |  |  |
|  | 1 | General | 77 |  | 13 | Goodwill | 90 |  | 25 | Shareholders’ equity | 97 |  |
|  | 2 | Basis of preparation | 77 |  | 14 | Other intangible assets | 91 |  | 26 | Earnings per share | 98 |  |
|  | 3 | Accounting estimates | 78 |  | 15 | Property, plant and equipment | 92 |  | 27 | Financial risk management | 98 |  |
|  | 4 | Geopolitical risk and economic uncertainties | 78 |  | 16 | Lease assets and lease liabilities | 93 |  | 28 | Financial instruments | 100 |  |
|  |  |  |  | 17 | Other investments | 94 |  | 29 | Financial result | 101 |  |
|  | Section 2 |  |  | Section 4 |  |  | Section 6 |  |  |
|  | Results for the year |  | Working capital |  |  | Other disclosures |
|  | 5 | Segment reporting | 79 |  | 18 | Inventories | 95 |  | 30 | Provisions | 102 |  |
|  | 6 | Revenue from contracts with customers | 80 |  | 19 | Trade receivables | 95 |  | 31 | Commitments, contingent assets, and liabilities | 103 |  |
|  |  |  |  | 20 | Prepayments and other receivables | 95 |  |  |  |  |
|  | 7 | Cost of sales | 83 |  | 21 | Other financial assets and liabilities | 96 |  | 32 | Related party transactions | 104 |  |
|  | 8 | Personnel expenses | 83 |  | 22 | Cash and cash equivalents and fixed- term deposits | 96 |  | 33 | Auditor’s remuneration | 104 |  |
|  | 9 | Stock compensation | 85 |  |  |  |  | 34 | Subsequent events | 104 |  |
|  | 10 | Depreciation and amortization | 87 |  | 23 | Trade payables | 96 |  |  |  |  |  |
|  | 11 | Government grants | 87 |  | 24 | Accruals and other liabilities | 96 |  |  |  |  |
|  | 12 | Income tax | 87 |  |  |  |  |  |  |  |  |  |

|  | TOMTOM NV | ANNUAL REPORT 2023 | PAGE 76 |

General information and basis of
reporting
This section introduces the basis of preparation and the general accounting policies
applied to the consolidated financial statements as a whole, as well as a summary of
the areas that involve significant judgments and estimates.
1 GENERAL
TomTom N.V. (the company) is a public limited company with its statutory seat and
headquarters in Amsterdam, the Netherlands. The registered address of the company is
De Ruijterkade 154, 1011 AC, Amsterdam. The company is registered under trade
registration number of 34224566 in the Chamber of Commerce in Amsterdam. The
activities of the company include the development and sale of navigation and location-
based products and services which includes maps, traffic, navigation software, and
portable navigation devices (PNDs).
The consolidated financial statements comprise the company and its subsidiaries (the
group).
The financial statements have been prepared by the Management Board and were
authorized for issue on 2 February 2024. The financial statements will be submitted for
approval to the General Meeting on 17 April 2024.
2 BASIS OF PREPARATION
The consolidated financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRS) and IFRIC interpretations as adopted by
the European Union as effective from 1 January 2023 and with Part 9 of Book 2 of the
Dutch Civil Code. The financial statements have been prepared on the historical cost
basis, except for financial instruments (including derivatives) classified at fair value
through profit or l o ss or other comprehensive income, which are stated at fair value.
Income and expenses are accounted for on an accrual basis.
Going concern
In preparing the financial statements, management has applied going concern assumption
based on its assessment of the company's ability to continue as a going concern. In
making such assessment, management has considered the current environment in which
the group operates and the expectation of the company's future performance, taking into
account the order backlog and the strong cash position of the group.
Summary of material accounting policies
The general accounting policies applied to the consolidated financial statements as a
whole are described below, while other material accounting policies related to specific
items are described under the relevant note. The description of accounting policies in the
notes forms an integral part of the description of the accounting policies in this section.
Unless otherwise stated, these policies have been consistently applied to all the years
presented.
New accounting standards and developments
The group adopted Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS
Practice Statement 2) from 1 January 2023. The amendments require the disclosure of
'material', rather than 'significant', accounting policies. The amendments also provide
guidance on the application of materiality for disclosure of accounting policies, assisting
entities to provide useful, entity-specific accounting policy information that users need to
understand other information in the financial statements. Although the amendments did
not result in any changes to the accounting policies themselves, some of the not material
accounting policies have been removed from the financial statements.
On 23 May 2023, the International Accounting Standards Board (the Board) issued
International Tax Reform – Pillar Two Model Rules – Amendments to IAS 12 which clarify
that IAS 12 applies to income taxes arising from tax law enacted or substantively enacted
to implement the Pillar Two model rules published by the OECD, including tax law that
implements Qualified Domestic Minimum Top-up Taxes. The group has adopted these
amendments, however they are not yet applicable for the current reporting year as the
group's consolidated revenue is currently below the threshold of €750 million.
To the extent relevant, all other IFRS standards, interpretations and amendments that
were in issue and effective from 1 January 2023 have been adopted by the group. All
other standards and interpretations or amendments with future effective dates have not
been early adopted as they are not expected to hav e a material impact on the group.
Basis of consolidation
The consolidated financial statements include the financial statements of the company
and entities controlled either directly, or indirectly, by the company.
Control is achieved when the parent is exposed to, or has rights to, variable returns from
its involvement with the investee and has the ability to affect those returns through its

| SECTION 1 |  |

|  | FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 77 |

power over the investee. Where necessary, adjustments are made to the financial
statements of subsidiaries to bring their accounting policies in line with the group.
All intercompany transactions and balances, including unrealized gains and losses, arising
from transactions between group companies, are eliminated.
Foreign currencies
The company’s primary activities are denominated in EUR. Accordingly, EUR is the
company’s functional currency and the group’s presentation currency. Items included in
the financial information of individual entities in the group are measured using the
individual entity’s functional currency, which is the currency of the primary economic
environment in which the entity operates.
Transactions and balances
Foreign currency transactions are translated to the functional currency using the
exchange rates at transaction date. At each balance sheet date, monetary items
denominated in foreign currencies are translated at the rates prevailing at each balance
sheet date. Non-monetary items that are measured in terms of historical cost in a foreign
currency are not retranslated.
Foreign exchange gains and losses resulting from the settlement of such transactions and
from the translation at year-end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognized under ‘Other financial result’ in the
income statement, except for gains and losses that arise from intercompany borrowings
that form part of net investment in subsidiaries which are recognized in ‘Other
comprehensive income’.
Group companies and foreign operations
For consolidation purposes, the assets and liabilities of entities that have a functional
currency other than the group’s presentation currency are translated at the closing rate at
balance sheet date, whereas the income statement is translated at the average exchange
rate for the period. Translation differences arising thereon are recognized in ‘Other
comprehensive income’.
Income statement
The group presents its statement of income based on functional categories of expenses.
Research and development expenses are disclosed as two categories: geographic data
and application layer. Sales and marketing expenses are combined as one category and
g eneral and administrative expenses are presented as a separate category. Included in
general and administrative costs are amounts of other business income received which
are incidental in nature (if applicable).
Cash flow statement
Cash flow statements are prepared using the indirect method. Cash flows from derivative
instruments are classified consistently with the nature of the instruments. Dividend income
is presented under investing activities.
3 ACCOUNTING ESTIMATES
The preparation of these consolidated fin ancial statements requires management to make
certain assumptions, estimates, and judgments that affect the reported amounts of assets,
liabilities and disclosure of contingent assets and liabilities, as of the date of the
consolidated financial statements and the reported amounts of revenue and expenses
during the reporting period. Actual results may differ from those estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions
to accounting estimates are recognized in the period in which the estimate is revised if
the revision affects only that period, or in the period of revision and the future periods if
the revision affects both current and future periods.
Significant estimates
The table below presents the areas that involve a higher degree of judgment or areas
where assumptions and estimates are significant to the financial statements:

|  | Note |  |
Revenue-related estimates |  | 6 |  |
Income tax |  | 12 |  |
Impairment of non-financial assets |  | 13 | - | 15
Provisions and contingent assets/liabilities |  | 30 | - | 31

Detailed explanations of the degree of judgment and assumptions used are included
under each of the respective sections in the notes to the financial statements as
referenced above.
In making judgment and assumptions we have considered climate-related matters and
concluded that such matters have no material impact on the assumptions impacting the
financial statements.
4 GEOPOLITICAL RISK AND ECONOMIC UNCERTAINTIES
The ongoing war in Ukraine and geopolitical tensions in other parts of the world continue
to bring uncertainties and implications on global economy impacting various industries
and sectors. The effects are wide ranging, including amongst others, inflation, volatile
energy prices, pressure on supply chains, and fluctuating interest rates in most parts of
the world.
We continue to monitor the developments and assess the implications on our business
operations and we concluded that the impact on the performance of the business is not
material for the 2023 financial period. In addition, the assessment did not result in any
impairment or other material changes in the valuation of other assets and liabilities.
Due to the unpredictable nature of this risk, we are actively monitoring the economic
developments as the severity of the impact on our customers and our own business
operations remain uncertain for the future.

| SECTION 1 | GENERAL INFORMATION AND BASIS OF REPORTING CONTINUED |  |

|  | FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 78 |

Results for the year
This section presents the notes related to items in the income statement (except for
financial income and expenses) and disclos ure of operating segments. If applicable,
relevant notes on balance sheet items, which also relate to items in the income
statement, are also presented in this section. A detailed description of the results for
the year is provided in the financial and operational review sections in the
Management Board report.
5 SEGMENT REPORTING
The operating segments are identified and reported on the basis of internal reports about
components of the group that are regularly reviewed by the Management Board to assess
the performance of the segments.
The g roup’s internal management reporting is structured primarily based on the nature of
the business of each segment and comprises of two distinct segments: Location
Technology and Consumer. Location Technology is engaged in developing and selling
location-based products and services to customers in different market segments.
Consumer generates revenue mainly from the sale of portable navigation devices and
mobile applications.
Management assesses the performance of segments based on the measures of revenue
and operating result (EBIT), whereby the EBIT measure includes allocations of expenses
from supporting functions within the group. Such allocations have been determined based
on relevant measures that reflect the level of benefits of these functions to each of the
operating segments. The effects of non-recurring items such as group initiated
restructurings are excluded from management’s measurement basis. Interest income and
expenses and tax are not allocated to the segments.
There is no measure of segment (non-current) assets and/or liabilities provided to the
Management Board.

(€ in thousands) |  | 2023 |  | 2022
Location Technology |  | 499,869 |  | 446,309
| External customers |  | 490,664 |  | 436,402
| Inter-segment |  | 9,205 |  | 9,907
Consumer |  | 94,096 |  | 99,941
Eliminations |  | -9,205 |  | -9,907
Total revenue |  | 584,760 |  | 536,343
The EBIT of each segment is as follows: |  |  |  |
Location Technology |  | -11,309 |  | -71,240
Consumer |  | 6,932 |  | 6,466
Total segment operating result (segment EBIT) |  | -4,377 |  | -64,774
The EBITDA of each segment is as follows: |  |  |  |
Location Technology |  | 31,122 |  | -15,581
Consumer |  | 7,775 |  | 7,403
Total segment EBITDA 1 |  | 38,897 |  | -8,178

1. The difference between EBIT and EBITDA for each segment is explained by the respective depreciation and
amortization charge of €42.4 million (2022: €55.7 million) for Location Technology and €0.8 million (2022:
€0.9 million) for Consumer.
A reconciliation of the segment performance measure (EBIT) to the group’s result before
tax is provided below.

(€ in thousands) |  | 2023 |  | 2022
Total segment EBIT |  | -4,377 |  | -64,774
Unallocated expenses 1 |  | -15,631 |  | -32,839
Financial result |  | 6,000 |  | 2,818
Result before tax |  | -14,008 |  | -94,795

1. Unallocated expenses in 2023 include an impact of €8 million in non-recurring restructuring charges in Location
Technology (2022: €26 million).

| SECTION 2 |  |

|  | FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 79 |

6 REVENUE FROM CONTRACTS WITH CUSTOMERS
Group revenue consists solely of revenue from contracts with customers. For
disaggregation of revenue by operating segments, reference is made to note 5 ‘Segment
reporting’. The table below shows a disaggregation of revenue by types of products and
services, timing of revenue recognition and by geographical areas:

(€ in thousands) |  | 2023 |  | 2022
External revenue by products and services |  |  |  |
License revenue |  | 331,236 |  | 299,491
Rendering of services |  | 188,610 |  | 166,003
Sale of goods |  | 64,914 |  | 70,849
Total revenue |  | 584,760 |  | 536,343
Revenue by timing of revenue recognition |  |  |  |
Goods and services transferred at a point in time |  | 88,965 |  | 97,567
Goods and services transferred over time |  | 495,795 |  | 438,776
Total revenue |  | 584,760 |  | 536,343
External revenue by geographical areas |  |  |  |
Europe |  | 349,600 |  | 316,169
North America |  | 136,702 |  | 137,125
Rest of world |  | 98,458 |  | 83,049
Total revenue |  | 584,760 |  | 536,343

T he geographical split of Consumer’s revenue is based on the l ocation of the customers,
while the split of revenue from Location Technology is based on the coverage of the
geographical map data and other content.
Based on the location of the customers, the United States of America, Germany, Japan,
and France accounted for respectively 30%, 14%, 13%, and 12% of the 2023 total group
revenue (35%, 14%, 13%, and 14% of 2022 revenue).
Total revenue generated in the Netherlands in 2023 amounted to €11 million (2022: €10
million). Within Location Technology, t here is one custome r that had revenue of more than
15% of total group revenue in 2023.
CONTRACT BALANCES
Contract-related asset balances consist of trade receivables, unbilled receivables, and
other contract-related assets. Details of other contract-related assets are shown below:

(€ in thousands) |  | 2023 |  | 2022
Capitalized contract costs |  | 33,795 |  | 29,591
Other deferred cost of sales |  | 1,224 |  | 1,036
Other contract-related assets |  | 35,019 |  | 30,627
Other contract-related assets are disclosed as: |  |  |  |
Current |  | 10,635 |  | 6,890
Non-current |  | 24,384 |  | 23,737

Unbilled receivables is presented net of expected credit losses of €0.1 million (2022: €0.2
million). For details regarding the balance of trade receivables and expected credit losses
refer to note 19.
Revenue of €176 million (2022: €181 million) was recognized from amounts included in
contract liabilities at the beginning of the year. An amount of €18 million (2022: €15
million) was recognized relating to performance obligations satisfied in previous years.
Contract-related liability balances are as follows:

(€ in thousands) |  | 2023 |  | 2022
Deferred revenue |  | 433,230 |  | 438,650
Other contract-related liabilities 1 |  | 17,078 |  | 18,921
Total contract-related liabilities |  | 450,308 |  | 457,571
Of which: |  |  |  |
Current |  | 183,249 |  | 194,528
Non-current |  | 267,059 |  | 263,043

1. Other contract-related liabilities comprise of items such as accrued rebates, sales return allowance and stock
protection accrual.

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|  | FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 80 |

Deferred revenue amounted to €433 million at the end of the year (2022: €439 million).
Deferred revenue per segment is as follows:

(€ in thousands) |  | 2023 |  | 2022
Location Technology |  | 413,610 |  | 417,974
Consumer |  | 19,620 |  | 20,676
Total deferred revenue |  | 433,230 |  | 438,650

At balance sheet date, €405 million (2022: €407 million) of Location Technology’s
deferred revenue related to Automotive and €9 million (2022: €10 million) related to
Enterprise.
Automotive and Consumer deferred revenue is mostly driven by upfront payments by our
customers for longer-term (multiple years) content and service deliveries (e.g., traffic and
map updates). The Enterprise deferred revenue is mostly related to some customers who
prepay each year for their annual license to our content.
PERFORMANCE OBLIGATIONS
In Automotive, payments for the licenses and services are typically in the form of fixed
royalty payments for each car produced by the Automotive customer during the duration
of the program which may typically range from 3–7 years (royalty period). The obligation
to deliver map updates and services may extend for a number of years beyond the royalty
period. Navigation software is typically delivered at the start date of the customer
program.
For Enterprise, the payments typically take the form of (annual) license fees/guaranteed
royalties for larger customers or usage-based royalty payments for smaller customers.
The payments typically correspond with the period the group is obliged to provide the
license and/or services.
In Consumer, both B2B and end-customers make payments for (bundled) products and
services which may require TomTom to deliver map updates and/or traffic services during
the (estimated) lifetime of a hardware product or subscription period. Payments for such
products and/or services are generally received at the time the products are delivered
(subject to applicable payment term for B2B customers) or when services are activated.
As at 31 December 2023, the total of the transaction price allocated to the group’s
(partially) unfulfilled performance obligations is estimated at €1.5 billion (2022: €1.4
billion), of which €433 million (2022: €439 million) is reflected in deferred revenue. This
total excludes the (estimated) transaction price of:
• contracts where revenue recognition is based on right to invoice (as allowed by the
practical expedient); and
• license and/or service contracts where each individual future activation is treated as a
separate (subscription) contract.
The estimated future timing of revenue recognition for the above mentioned amount are
as follows:

(€ in millions) |  | 2023 |  | 2022
Less than 1 year |  | 399 |  | 357
Between 1-5 years |  | 861 |  | 804
More than 5 years |  | 246 |  | 274
Total unfulfilled performance obligations |  | 1,506 |  | 1,435

| ACCOUNTING POLICY |
| The revenue recognition policy for each type of revenue or combination is presented below. |
| License revenue |
| License revenue is generated through licensing of digital map content and/or navigation software to B2B Location Technology customers and through the sale of map update services directly to the end-customers. |
| In the B2B license arrangements, the license of our navigation software is typically granted as ‘right to use’ license while the license of digital map content can either be granted as ‘right to access’ and/or ‘right to use’. Right to access licenses provide the customer the right to access TomTom’s map data which is continuously developed and enhanced during the contract period. Right to use licenses are those that only provide the customer the right to use certain map data or software as it exists at the moment the control passes to the customer. This does not give the customer the right to receive future updates or upgrades other than those that can be considered as minor enhancements or bug fixes. |
| Revenue from ‘right to access’ licenses is recognized over the (estimated) period during which TomTom is obliged to provide access to the customers. For royalty-based arrangements, the revenue is either recognized based on (estimated) reported royalties, as typically the royalties reflect the usage and benefits to the customers or based on time as progress measure but restricted to the amount of the (estimated) reported royalties. When restrictions in license terms result in multiple individual licenses in royalty-based arrangements for maps, each reported unit of usage is treated as a separate license or subscription. The initial map and map updates for each newly activated subscription are treated as two separate performance obligations. The transaction price allocated to the initial map is recognized immediately when the customer installs our map while the portion allocated to the map update service is recognized on a straight-line basis over the applicable service period. |

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|  | FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 81 |

| License revenue for ‘right to use’ licenses is recognized at the moment the control passes to the customer, except for the usage-based royalties, which are recognized when the usage has taken place based on royalties TomTom is entitled to for the period. |
| When license arrangements include a minimum guarantee, the excess of the reported royalties above the guaranteed amount is only recognized when cumulative reported royalties have exceeded the minimum guarantee, unless the expected total royalties is estimated to be above the minimum. In this case, the revenue is recognized based on the royalties TomTom is entitled to. When contracts include an annual minimum instead of a contract minimum, the excess of royalties above the annual minimum is recognized in the respective period when the royalties exceed the annual minimum. |
| To the extent possible, the group makes use of the practical expedient to use right to invoice as a measure of progress as long as the invoice reflects the benefits to the customer. |
| Service revenue |
| Service revenue includes revenue generated from the sale of traffic and travel information services to both B2B and/or end-customers, sale of online map and location-based services through hosted API solutions (Maps APIs) and providing connected navigation services. |
| The (estimated) revenue relating to the service element is recognized over the agreed or estimated service period on a straight-line basis or based on the invoiced amount if such invoice reflects the benefit of the services to the customer over the service period. The service period for life-time traffic and map update service offering within Consumer is estimated at three years. |
| Sale of goods |
| Revenue from the sale of goods is generated primarily through the sale of Consumer navigation, Automotive hardware products and related accessories. Revenue from sale of goods is generally recognized at the moment the control passes to the customers. |
| Bundled goods and services |
| When products and services are offered as a bundle under one agreement or under a series of agreements that are commercially linked, the (estimated) total transaction price of the agreement is allocated to each of the identified ‘distinct’ performance obligation based on the relative stand-alone selling price of each element. Depending on their nature, the revenue from each of the ‘distinct’ performance obligations is recognized based on the applicable revenue recognition policy as described above. |
| Non-cash consideration |
| When an arrangement involves non-cash consideration, the value of the goods or services received is only included in the (estimated) total transaction price of the agreement if the goods and services received are distinct and their fair value can be reliably determined. When the fair value cannot be reliably determined, the value of the non-cash consideration is measured at the stand-alone selling price of the goods and services provided by the group. |
| Contract balances |
| The group uses the terms ‘unbilled receivables’ and ‘deferred revenue’ to describe contract assets and contract liabilities. The term ‘Contract-related assets’ is used to denote the aggregate balance of unbilled receivables and capitalized contract costs while ‘Contract-related liabilities’ refers to the collective balance of deferred revenue and other contract related liabilities. |

| Contract costs |
| Contract costs are capitalized only to the extent they are recoverable. Internal development costs relating to customer-specific customization of software and/or other technology platforms are capitalized as contract costs if they have no alternative use. The group does not capitalize costs to obtain multi-year contracts as they are not deemed to be material. |
| Where the amortization period of an asset recognized for the costs to obtain a contract is one year or less, the costs are expensed. |

| SIGNIFICANT ESTIMATES |
| Significant revenue estimates include the estimates of various pricing allowances deducted from the revenue, estimates of the stand-alone selling price of various elements in bundled arrangements and the estimation of total transaction price for contracts with customers. |
| Price allowance deductions |
| The estimated sales return deduction for Consumer revenue is based upon historical data on the return rates and information on the inventory levels in the distribution channel. For sales incentives, including channel and end-user rebates, the reduction in revenue is based on the group’s historical experience, taking into account future expectations on rebate payments. If there is excess stock at retailers when a price reduction becomes effective, the group will compensate its customers on the price difference for their existing stock, provided certain criteria are met. To reflect the costs related to known price reductions in the income statement, an accrual is created against revenue at the time of sale based on an estimate of the inventory levels in the channel and future price reductions. |
| Relative stand-alone selling price |
| The relative stand-alone selling price of each element in a bundled arrangement is based on the available stand-alone selling price or is estimated using methods allowed under IFRS, such as the cost plus reasonable margin method, residual method or a combination thereof. In making such estimates, management makes use of judgment and assumptions to arrive at an outcome that best reflects a transaction’s substance. Total deferred revenue balance relating to the elements deferred under bundled arrangements at 31 December 2023 amounted to €9 million (31 December 2022: €18 million). |
| Contract determination and total transaction price |
| Arrangements and contracting with Automotive customers are very specific and complex in nature. For each arrangement, management must make an assessment and judgment as to whether the agreement signed with the OEM should be treated as a contract under IFRS 15 or whether it serves as a framework agreement for future installation or activation of services. When the latter is the case, each of the activated individual subscriptions is treated as the contract as meant by IFRS 15 (referred to as 'subscription contracts'). If the overall agreement with the OEM is treated as a single contract, then management treats the future usage as variable consideration of the contract. |
| The (expected) total transaction price of such contracts needs to be estimated at the inception of the contract and each future reporting date. Such estimates particularly relate to expected usage of our licenses and/or services which may be susceptible to factors outside our influence such as the developments in the market and industry in which our customer operates. In making such estimates management makes use of input from different sources such as historical experience, estimated sales volumes of customers as well as other relevant sources. The estimated variable consideration is only taken into account to the extent that management believes that it is highly probable that it will not be subject to significant reversal in the future. |

| SECTION 2 | RESULTS FOR THE YEAR CONTINUED |  |

|  | FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 82 |

7 COST OF SALES
The group’s cost of sales includes material and fulfillment costs for goods sold to
customers, costs of services, royalty costs and costs attributed to certain contracts with
customers.
8 PERSONNEL EXPENSES
Personnel expenses for the group can be br oken dow n as follows:

(€ in thousands) |  | 2023 |  | 2022
Salaries |  | 237,997 |  | 240,862
Social security costs |  | 34,151 |  | 38,595
Pensions |  | 9,241 |  | 10,250
Stock compensation |  | 13,138 |  | 11,300
Temporary employee expenses |  | 18,008 |  | 13,690
Restructuring |  | 7,884 |  | 25,856
Other 1 |  | 42,455 |  | 39,641
Total personnel expenses |  | 362,874 |  | 380,194

1. Other personnel expenses include costs of (secondary) benefits such as working from home allowance, health
insurance, sales commissions and bonuses offset by capitalized personnel expenses in an amount of €9 million
(2022: €10 million).
The average number of employees (in FTE equivalents) in 2023 wa s 3,708 (2022: 4,127)
spread across the following functional areas:

(€ in thousands) |  | 2023 |  | 2022
Research and development - Geographic data |  | 1,742 |  | 2,093
Research and development - Application layer |  | 1,183 |  | 1,217
Sales and marketing |  | 346 |  | 336
General and administrative |  | 437 |  | 481
Total FTE |  | 3,708 |  | 4,127

On 31 December 2023, the group had a headcount of 3,697 (2022: 3,824) employees.
During 2023, 2,625 (2022: 3,042) full-time equivalent (FTE) employees worked outside
the Netherlands.
PENSIONS
The group’s pension plans primarily comprise defined contribution plans, limiting the
employer’s legal obligation to the amount it agrees to contribute during the period of
employment.
In Italy, employees are paid a leaving indemnity on termination of their employment. This
is a statutory payment based on Italian civil law. An amount is accrued each year based
on the employee’s remuneration and previously revalued accruals. This liability is
included as part of ‘Employee benefits provisions'.
Employees in the United States are offered the opportunity to participate in the 401K
pension plan, which involves no contribution or obligation from the group besides
withholding and paying the employee’s contribution.
In addition, the group has defined benefit plans in Germany and Belgium.
The total pension costs of €9.2 million (2022: €10.3 million) consists of the costs of the
defined contribution plans of €8.5 million (2022: €9.3 million) and of the defined benefit
plan of €0.7 million (2022: €1.0 million).

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|  | FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 83 |

Belgium
The Belgian defined benefit plan is a (guaranteed) insurance plan. The plan is funded by
fixed monthly contributions from both the employer and employees. It provides a lump-
sum payment at retirement, based on the contributions made, as well as death-in-service
benefits. Belgian law prescribes a variable minimum guaranteed rate of return. The group
substantially insures these returns with the external insurance company that receives and
manages the contributions to the plans. According to the relevant legislation, a short-fall
only needs to be compensated by the employer at the point in time when the employee
either retires or leaves. As these plans have defined benefit features (when the return
provided by the insurance company is below the legally required minimum return), the
group treats these plans as defined benefit plans.

|  | 2023 |  | 2022
(€ in thousands) |  | Plan Assets |  | Plan Liabilities |  | Plan Assets |  | Plan Liabilities
Present value as at 1 January |  | 27,524 |  | -30,230 |  | 25,348 |  | -33,130
Return on assets |  | 843 |  |  |  | 209 |  |
Current service cost |  | 0 |  | -469 |  | 0 |  | -1,067
Past service cost |  | 0 |  | 126 |  | 0 |  | 305
Interest cost |  | 0 |  | -926 |  | 0 |  | -277
|  | 28,367 |  | -31,499 |  | 25,557 |  | -34,169
Remeasurements: |  |  |  |  |  |  |  |
Experience gains due to change in demographical assumptions |  | 0 |  | -293 |  | 515 |  | -1,895
Gains/losses from change in financial assumptions |  | -31 |  | -67 |  | 0 |  | 6,095
|  | -31 |  | -360 |  | 515 |  | 4,200
Benefits and taxes paid |  | -902 |  | 902 |  | -235 |  | 235
Employer’s contributions |  | 1,206 |  | 0 |  | 1,191 |  | 0
Employee contributions |  | 495 |  | -495 |  | 496 |  | -496
Present value as at 31 December |  | 29,135 |  | -31,452 |  | 27,524 |  | -30,230
Net defined benefit obligation |  |  |  | -2,317 |  |  |  | -2,706

Germany
The defined benefit plan in Germany is unfunded and has no plan assets. Management is
of the opinion that the plan has limited risks to the group as the plan was frozen in 2007
and is only subject to gains/losses in actuarial risks. In the extraordinary event that the
group is unable to meet its obligations, the participants will receive (partial) payments from
a state-owned pension protection fund.
The following table presents the movement in the plan liabilities:

(€ in thousands) |  | 2023 |  | 2022
Present value as at 1 January |  | -7,488 |  | -10,326
Current service cost |  | -27 |  | -50
Interest cost |  | -268 |  | -102
|  | -7,783 |  | -10,478
Remeasurements: |  |  |  |
Experience (gains)/losses due to change in demographical assumptions |  | 164 |  | -351
(Gains)/losses from change in financial assumptions |  | -370 |  | 3,152
|  | -206 |  | 2,801
Benefits paid |  | 323 |  | 189
Present value as at 31 December |  | -7,666 |  | -7,488

The significant actuarial assumptions used in determining the pension obligations were as
follows:

|  | 2023 |  | 2022
|  | Belgium |  | Germany |  | Belgium |  | Germany
Discount rate |  | 3.2% |  | 4.1% |  | 3.1% |  | 3.7%
Average life expectancy 1 |  | 14 |  | 17 |  | 14 |  | 17

1. The above average life expectancy is the average actual value for males and females retiring at age 65 for the
Belgium plan (2022: 65) in accordance with MR/FR -5 and 66 (2022: 66) for the Germany plan set in accordance
with the common German mortality tables ‘Heubeck 2018G’.
The table below indicates the sensitivity of the defined benefit obligation to changes in
the discount rate:

|  | Impact on defined benefit obligation
(€ in thousands) |  | Belgium |  | Germany
Discount rate increases by 0.5% |  | -864 |  | -293
Discount rate decreases by 0.5% |  | 1,013 |  | 350

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|  | FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 84 |

| ACCOUNTING POLICY |
| For defined contribution plans, the group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The group has no further payment obligations once the contributions have been paid. The contributions are recognized as employee benefit expenses when services have been rendered to the group. Prepaid contributions are recognized as an asset to the extent that a cash refund or reduction of future payments is available. |
| In relation to the defined benefit plan, the group recognizes a liability based on the present value of the defined benefit obligation at the end of the reporting period. The defined benefit obligation is calculated at least annually using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and for which the terms to maturity approximate the terms of the related pension obligation. The service cost and the interest cost are recognized as pension costs, while the actuarial gains/losses are credited/charged to ‘Other comprehensive income’. |

9 STOCK COMPENSATION
The group has stock compensation plans for members of the Management Board and
certain employees as part of their remuneration. The purpose of the stock compensation
is to retain management and employees, and align the interests of management and
eligible employees with those of shareholders, by providing additional incentives to
improve the group’s performance on a long-term basis.
The group operates restricted stock unit plans and some historic stock option plans of
which the last grant was in 2019. Phantom shares are only granted in exceptional cases
where country-specific laws prohibit the issue of RSUs.
Restricted stock units are expected to promote share-ownership and increase alignment
with our sustainable long-term value creation and shareholder interest. The disclosures
on stock options in this note relate to grants made up to 2019.
In 2023 the group also introduced an employee share purchase plan whereby employees
could forfeit a part or all of their 2022 bonus to invest in restricted stock units.
EQUITY-SETTLED PLANS
The group’s restricted RSU and stock option plans (options) classify as equity-settled
plans as these plans are settled with the company’s own equity instruments.
The equity-settled plans are for members of the Management Board and eligible
employees. The General Meeting has extended the authority of the Management Board
to grant, subject to the prior approval of the Supervisory Board, rights to employees to
subscribe for shares under the respective equity plans. The instruments cannot be
transferred, pledged or charged. All equity-settled stock compensation will be covered at
the time of exercise, firstly through the issue of treasury shares held by the company, and
secondly through the issue of new shares.
The following table summarizes movements in the equity stock compensation reserve
(included in other reserves) relating to the equity-settled plans during 2023 and 2022:

(€ in thousands) |  | 2023 |  | 2022
Balance as at 1 January |  | 19,891 |  | 18,940
Stock compensation expense |  | 12,801 |  | 10,532
Transfer between reserves and/or liabilities |  | 462 |  | -847
Stock options exercised and settlement of restricted shares |  | -8,174 |  | -8,734
Balance as at 31 December |  | 24,980 |  | 19,891

Restricted stock units
An RSU gives the holder the right to receive one TomTom share after the completion of
the vesting period. After the vesting period Members of the Management Board are
subject to a two-year holding period. For other employees, there is no minimum holding
period after the vesting period.
RSUs vest either in total after a three-year vesting period (cliff vesting) or, in some cases,
in equal tranches on an annual basis over a three-year period (graded vesting). The fair
value of the RSUs is determined with reference to the share price of TomTom N.V. at the
date of grant. All equity-settled stock compensation expenses recognized for the year are
fully attributable to RSUs.
The movement in the number of RSUs during the years 2023 and 2022 is summarized
below:

|  | 2023 |  | 2022
Outstanding as at 1 January |  | 4,688,899 |  | 2,868,273
Granted |  | 2,500,468 |  | 3,095,644
Purchased |  | 375,268 |  | 0
Vested and settled |  | -1,084,393 |  | -924,131
Forfeited |  | -1,077,895 |  | -350,887
Outstanding as at 31 December |  | 5,402,347 |  | 4,688,899

Employee share purchase plan
Participants were offered the opportunity to invest part or all of their 2022 bonus in
TomTom RSUs. Upon completion of a three year vesting period, employees will receive
an additional 15% RSUs. Furthermore if the group achieves certain financial performance
criteria (related to Location Technologies revenues and group free cash flow targets in
2025) employees can receive additional RSUs up to a maximum of 80% of the invested
amount. The amount recognized as expense is adjusted for changes in our expectation
on achieving the targets since these are non-market performance conditions.

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|  | FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 85 |

Under this pl an an amount of €2.6 million has be en invested by employees, translating in
375 thousand RSUs. This amount has been reclassified from the accrued bonus liability to
stock compensation reserve as part of the €2.3 million net reclassification disclosed in the
statement of changes in equity. Total c osts over 2023 in relation to this plan were €0.9
million.
Stock options
Options are exercised at the discretion of the holder, however, they may only be
exercised after the completion of a three-year vesting period. Options expire and are
considered to have lapsed after a period of seven years following the grant date.
The following table summarizes information about the stock options outstanding at
31 December 2023:

Year of grant |  | Number outstanding at 31/12/2023 |  | Exercise price per share (€) |  | Weighted average remaining life |  | Number exercisable at 31/12/2023 |  | Weighted average exercise price (€)
2017 |  | 509,350 |  | 9.15 - 9.60 |  | 0.36 |  | 509,350 |  | 9.57
2018 |  | 508,250 |  | 7.52 - 8.30 |  | 1.35 |  | 508,250 |  | 8.12

A summary of the group’s stock option plans and the movements during the years 2023
and 2022 is presented below:

|  | 2023 |  | 2022
|  | Number | Weighted average exercise price (€) |  | Number | Weighted average exercise price (€)
Outstanding as at 1 January |  | 1,633,171 | 8.61 |  | 2,451,001 | 8.35
Exercised |  | -48,500 | 7.78 |  | -518,610 | 7.81
Expired |  | -505,533 | 8.07 |  | -299,220 | 7.87
Forfeited |  | -61,538 | 10.06 |  | 0 | —
Outstanding as at 31 December |  | 1,017,600 | 8.84 |  | 1,633,171 | 8.61

Options were exercised on a regular basis throughout the year. The average share price
during the year was €6.98 (2022: €7.90).
The fair value of the options granted up to 2019 is determined using the binomial tree
model. This model contains the input variables, including the risk-free interest rate,
volatility of the underlying share price, exercise price and share price at the date of grant.
CASH-SETTLED PLANS
Cash-settled plans are settled through cash payments.
Phantom share plan
Under this plan, eligible employees are entitled to receive a cash payment equal to the
value at vesting date of the number of shares that have vested. These cash-settled
phantom shares are conditional on the employee completing three years of service (the
vesting period).
As at 31 December 2023, the outstanding liability with regard to the phantom share plan
was €0.4 million (2022: nil). This exists from the issue of new phantom shares to a small
group of employees during 2023.

| ACCOUNTING POLICY |
| The fair value of equity-settled stock compensation grants as measured at the date of grant is expensed on a straight-line basis over the vesting period. For options, the fair value at grant date is measured using the binomial tree model. For RSUs, the fair value at grant date is equal to the share price at the date of grant. The purchase of the RSUs under our employee share purchase plan is recognized through reclassification of the previously accrued employee bonus to the stock compensation reserve. The difference between the grant price and the share price at conversion date is recognized immediately in the income statement while the expenses for the additional RSUs are recognized over the vesting period taking into account the expected numbers that will vest and the (non-market-based) performance conditions. |
| Cash-settled stock compensation plans are initially measured at the fair value of the liability which is expensed on a straight-line basis over the vesting period. The liability is remeasured at each balance sheet date to its fair value, reflected by the share price at balance sheet date, with any changes recognized immediately through profit and loss. |
| All stock compensation expenses are based on the number of units that are expected to vest, the estimates of which are revised at each balance sheet date. |

| SECTION 2 | RESULTS FOR THE YEAR CONTINUED |  |

|  | FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 86 |

10 DEPRECIATION AND AMORTIZATION
Total depreciation and amortization for the year was €44 million (2022: €57 million).

(€ in thousands) |  | 2023 |  | 2022
Amortization |  | 22,458 |  | 32,835
Depreciation |  | 21,158 |  | 23,837
Total depreciation and amortization |  | 43,616 |  | 56,672

Amortization charges are included in the following line items in the Income Statement:

(€ in thousands) |  | 2023 |  | 2022
Research and development expenses - Geographic data |  | 21,399 |  | 31,495
Research and development expenses - Application layer |  | 1,054 |  | 1,339
Sales and marketing expenses |  | 0 |  | 0
General and administrative expenses |  | 5 |  | 1
Total amortization |  | 22,458 |  | 32,835

11 GOVERNMENT GRANTS
In 2023, t he group received government grants amounting to €4.9 million in relation to
the research and development activities performed by the group (2022: €2.1 million). The
grants have mainly been accounted for as a deduction of wage tax expense in line with
the nature of the grants.
12 INCOME TAX
I ncome tax comprises current and deferred tax:

(€ in thousands) |  | 2023 |  | 2022
Current tax |  | -8,733 |  | -7,495
Deferred tax |  | 1,733 |  | -445
Total income tax |  | -7,000 |  | -7,940

CURRENT INCOME TAX
The current tax represents the tax charge on profit for current year as well as adjustments
relating to prior periods. Tax paid in 2023 was €10.8 million (2022: €5.1 million). The
current income tax charge has a -€0.07 (2022: -€0.06) impact on our earnings per share.
The activities of the group are subject to corporate income tax in several countries,
depending on presence and activity.
The applicable statutory tax rates of the various tax jurisdictions in which the group
operates vary between 9% and 34% which may cause the group effective tax rate (ETR) to
deviate from the Dutch corporate tax rate. The following table presents a numerical
reconciliation between the tax charge on the basis of the Dutch tax rate and the ETR.

|  | 2023 |  | 2022
Dutch tax rate |  | 25.8% |  | 25.8%
Higher/(lower) weighted average statutory rate of group activities |  | 1.7% |  | 0.2%
Income exempted from tax |  | 3.6% |  | 0.0%
Non-deductible expenses |  | -30.8% |  | -4.0%
Current year losses not capitalized/non-recognition of previously capitalized losses |  | -25.4% |  | -27.5%
Effect of prior years’ settlements and/or adjustments |  | 11.8% |  | -0.6%
Other |  | -36.9% |  | -2.3%
Effective tax rate |  | -50.2% |  | -8.4%

The income tax expense of €7.0 million in 2023 represents an ETR of -50.2% (2022:
-8.4%). T he ETR for 2023 is mainly impacted by a combined effect of not capitalizing
current year's tax loss (€2.6 million), the non-recognition of the deferred tax assets on tax
loss carry forward (€1.6 million) and the write-offs of withholding tax credit in the
Netherland s (€5.2 million). The latter is included in 'Other' line. The relatively higher
percentage in 2023 is explained by the lower loss before tax compared with 2022.
The income tax debited directly to equity in 2023 amounted to €0.4 million (2022: credit
o f €1.0 million) which is mainly related to a change in deferred tax assets on defined
benefit pension obligations and the change in the deferred tax liability on an investment
valued at fair value through other comprehensive income.

| ACCOUNTING POLICY |
| Current and deferred taxes are recognized as an expense or income in the profit and loss account, except when they relate to items that arise from the initial accounting for a business combination or items credited or debited directly to equity. For the latter, the tax is also recognized either in Other comprehensive income or directly in equity. The group’s income tax expense is calculated using tax rates that have been enacted or substantively enacted at the balance sheet date. Uncertain tax positions are included in current tax. The group recognizes uncertain tax provision when it is not probable that a particular tax treatment will be accepted by the tax authorities. |

DEFERRED INCOME TAX
As at 31 December 2023, the group had a deferred tax liability of €1.0 million (2022: €2.4
million) and a deferred tax asset of €1.2 million (2022: €1.2 million). The deferred tax asset
and liability mainly results from the timing difference between tax and accounting
treatment of intangible assets, investments at fair value, lease assets and liabilities, cash-
settled long-term incentive s, and provisions as well as from the capitalization of tax losses
carried forward.

| SECTION 2 | RESULTS FOR THE YEAR CONTINUED |  |

|  | FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 87 |

The following table presents the movement in each of the categories on a gross basis.

(€ in thousands) |  | Assessed losses & credits |  | Provisions |  | Long-term incentives |  | Intangible assets |  | Other |  | Total
Balance as at 1 January 2022 |  | 4,280 |  | 3,833 |  | 836 |  | -5,905 |  | -2,863 |  | 181
(Charged)/credited to income statement |  | -1,569 |  | -745 |  | 149 |  | 1,720 |  | 0 |  | -445
Credited/(charged) to equity |  | 0 |  | -2,112 |  | 0 |  | 0 |  | 1,074 |  | -1,038
Currency translation differences |  | -19 |  | 36 |  | 0 |  | 39 |  | 0 |  | 56
Balance as at 31 December 2022 |  | 2,692 |  | 1,012 |  | 985 |  | -4,146 |  | -1,789 |  | -1,246
(Charged)/credited to income statement |  | -1,624 |  | 285 |  | -158 |  | 1,876 |  | 1,354 |  | 1,733
(Charged)/credited to equity |  | 0 |  | -86 |  | 0 |  | 0 |  | -300 |  | -386
Currency translation differences |  | -4 |  | -40 |  | 0 |  | 109 |  | 0 |  | 65
Balance as at 31 December 2023 |  | 1,064 |  | 1,170 |  | 827 |  | -2,161 |  | -735 |  | 166

In some jurisdictions the group has tax losses that have not been recognized as a
deferred tax asset as the future recovery of these losses against future taxable income is
uncertain. As at 31 December 2023, these losses amounted to €476 million (2022: €467
million) of which €24 million (2022: €26 million) relates to foreign tax jurisdictions. These
losses have not been capitalized as the conditions under IAS 12.35 and IAS 12.36 have
not been met. The losses have no future expiry date.
The amount of uncapitalized tax losses increased compared with last year due to addition
of current year tax loss and the non-recognition of previously capitalized losses. The
deferred tax asset on losses and other temporary differences on our balance sheet is only
recognized to the level of the available corresponding deferred tax liability. In making the
assessment on the amount to be recognized we have taken into account the existing loss
utilization rule in the Netherlands applicable from 1 January 2022. Under this rule, the
losses can be fully offset against the annual taxable profit up to €1 million and taxable
profit in excess of €1 million can only be offset for 50% against previous years’ tax losses.
In addition, the group has uncapitalized withholding and other tax credits amounting to
€27 million (2022: €22 million).
The following table presents the expected timing of reversal of our deferred tax assets
and liabilities:

(€ in thousands) |  | 2023 |  | 2022
To be reversed within 12 months |  | -393 |  | -1,046
To be reversed after more than 12 months |  | 559 |  | -200
Total deferred tax |  | 166 |  | -1,246

After offsetting deferred tax assets and liabilities, for an amount of €1.9 million (2022: €3.1
million) the net positions are presented as non-current assets and liabilities on the
balance sheet as follows:

(€ in thousands) |  | 2023 |  | 2022
Deferred tax assets |  | 1,206 |  | 1,158
Deferred tax liabilities |  | -1,040 |  | -2,404
Total deferred tax |  | 166 |  | -1,246

| SECTION 2 | RESULTS FOR THE YEAR CONTINUED |  |

|  | FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 88 |

| ACCOUNTING POLICY |
| Deferred taxes are calculated using the liability method. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes (accounting base) and the amounts used for income tax purposes (tax base). |
| Deferred tax assets and liabilities are measured using the tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled, using tax rates (and laws) that have been enacted or substantially enacted by the balance sheet date. |
| The measurement of deferred tax liabilities and deferred tax assets reflects the tax consequences that would follow from the manner in which the group expects, at the balance sheet date, to recover or settle the carrying amount of its assets and liabilities. |
| Deferred tax assets are recognized when it is probable that sufficient taxable income will be available against which the deferred tax assets can be utilized. The carrying amounts of deferred tax assets are reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. |
| Deferred income tax assets and liabilities are offset on the balance sheet when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes relate to income taxes levied by the same fiscal authority. |

| SIGNIFICANT ESTIMATES |
| The determination of the group’s provision for income tax as well as deferred tax assets and liabilities involves significant judgments and estimates on certain matters and transactions, for which the ultimate outcome may be uncertain. |
| The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the countries where the deferred tax assets originated and the periods during which the tax losses or temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. |
| If the final outcome or a new estimate differs from the group’s estimates, such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made. |

| SECTION 2 | RESULTS FOR THE YEAR CONTINUED |  |

|  | FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 89 |

Non-current assets and investments
The notes in this section specify the group’s non-current assets (and directly related
liabilities) including investments made during the year either through separate asset
acquisitions or business combinations.
13 GOODWILL

(€ in thousands) |  | 2023 |  | 2022
Cost |  | 1,881,901 |  | 1,881,901
Accumulated impairment |  | -1,689,607 |  | -1,689,607
Balance as at 31 December |  | 192,294 |  | 192,294

Goodwill is fully allocated to the Location Technology segment which represents the
lowest level at which g oodwill is monitored in the group. Refer to note 5 for details on
operating segments.
Our 2023 and 2022 impairment tests did not result in an impairment of g oodwill. Details
of the assumptions and estimates made are presented under Significant Estimates below.

| ACCOUNTING POLICY |
| Goodwill represents the excess of the costs of an acquisition over the fair value of the group’s share of identifiable assets of the acquiree at the date of acquisition and is carried at cost less accumulated impairment losses. Goodwill is allocated to operating segments that are expected to benefit from the business combination in which the goodwill arose. |
| Impairment testing |
| Goodwill and intangible assets that have an indefinite useful life are tested for impairment at least annually, or whenever management identifies conditions that may indicate a risk of impairment. |
| For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount and is recognized immediately in the income statement. The recoverable amount is the higher of an asset’s fair value less costs of disposal and its value in use. In estimating the recoverable amount, management is required to make an estimate of the expected future cash flows from the cash-generating unit in the forecasted period and also to determine a suitable discount rate in order to calculate the present value of those cash flows. Such estimates are subject to a certain degree of judgment and uncertainty. |
| Impairments to goodwill are not subsequently reversed. |

| SIGNIFICANT ESTIMATES |
| Impairment test of goodwill |
| The methodologies as well as assumptions applied in performing our year-end goodwill impairment test for Location Technology are set out below. |
| The fair value less costs of disposal calculation resulted in a higher recoverable amount. The calculations of fair value less costs of disposal for Location Technology uses post-tax cash flow projections based on financial forecasts approved by management covering a five-year period (forecasted period) including terminal value. |
| Management’s cash flow projections for Location Technology in the forecast period are based on management’s assumptions on the expected revenue developments, gross margin, and operating margin after allocation of operating expenses from shared units, taking into account management’s expectation of market size and market share development as well as new market opportunities. Our estimates include considerations for climate-related risks and opportunities insofar as they are visible and quantifiable. |
| Location Technology revenue is projected to grow in line with management’s mid- and long- term plan in the forecast period. Given the limited visibility on longer-term growth, growth rates in later years are more subject to uncertainty compared with earlier years. Gross and operating margin projections for each segment are consistent with expected revenue developments. |
| The growth rates after the forecast period as well as the discount rate used are presented in the table below. The input to the group’s key assumptions include those that are based on non- observable market data (level 3 input in accordance with IFRS 13). |
| 2023 | Location Technology |
| Revenue – perpetual growth 1 | 2.0% |
| Discount rate 2 | 9.5% |
| 2022 |  |
| Revenue – perpetual growth 1 | 2.0% |
| Discount rate 2 | 9.5% |
| 1. Weighted average growth rate used to extrapolate cash flows beyond the forecasted period. 2. Post-tax discount rate applied to the cash flow projections. |
| Discount rates used are post-tax and reflect specific risks relating to the relevant operating segments and market uncertainties in general. |
| Management considered the effects of applying a pre-tax approach and concluded that this will not materially change the outcome of the impairment test. |
| Expectations and input to the impairment calculation, as well as its outcome, were compared with available external information from analysts and, to the extent available, information on recent comparable transactions (merger and acquisition activities of comparable companies). |
| The sensitivity test for Location Technology showed that a reasonably possible change in any of the above-mentioned key assumptions as well as other assumptions in the forecasted period would not cause the fair value less costs of disposal to fall below the level of the carrying value. |

| SECTION 3 |  |

|  | FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 90 |

14 OTHER INTANGIBLE ASSETS
The movements in the intangible assets are as follows:

(€ in thousands) |  | Map content and mapmaking platform 1 |  | Internally generated technology |  | Other |  | Total
Cost |  | 1,109,923 |  | 135,472 |  | 7,729 |  | 1,253,124
Accumulated amortization and impairment |  | -1,039,755 |  | -135,233 |  | -7,658 |  | -1,182,646
Balance as at 1 January 2022 |  | 70,168 |  | 239 |  | 71 |  | 70,478
Of which internally generated 2 |  | 63,285 |  | 239 |  | 0 |  | 63,524
Additions |  | 5,271 |  | 0 |  | 0 |  | 5,271
Disposals (net) |  | 0 |  | 0 |  | -71 |  | -71
Amortization charges |  | -32,526 |  | -239 |  | 0 |  | -32,765
Currency translation differences |  | 4 |  | 0 |  | 0 |  | 4
Movements |  | -27,251 |  | -239 |  | -71 |  | -27,561
Cost |  | 1,114,942 |  | 135,428 |  | 5,487 |  | 1,255,857
Accumulated amortization and impairment |  | -1,072,025 |  | -135,428 |  | -5,487 |  | -1,212,940
Balance as at 31 December 2022 |  | 42,917 |  | 0 |  | 0 |  | 42,917
Of which internally generated 2 |  | 35,009 |  | 0 |  | 0 |  | 35,009
Additions |  | 0 |  | 0 |  | 0 |  | 0
Disposals (net) |  | 0 |  | 0 |  | 0 |  | 0
Amortization charges |  | -22,458 |  | 0 |  | 0 |  | -22,458
Currency translation differences |  | -184 |  | 0 |  | 0 |  | -184
Movements |  | -22,642 |  | 0 |  | 0 |  | -22,642
Cost |  | 1,113,343 |  | 120,343 |  | 3,207 |  | 1,236,893
Accumulated amortization and impairment |  | -1,093,068 |  | -120,343 |  | -3,207 |  | -1,216,618
Balance as at 31 December 2023 |  | 20,275 |  | 0 |  | 0 |  | 20,275
Of which internally generated 2 |  | 16,744 |  | 0 |  | 0 |  | 16,744

1. The map content represents geographical content data used for the group’s digital map database.
2. There were no technologies in development in both 2023 and 2022.
During the year the total gross amount of the assets disposed across all intangible asset
classes was €17.3 million (2022: €2.2 million).

| ACCOUNTING POLICY |
| Other intangible assets |
| Other intangible assets includes assets that have been acquired, either through individual asset acquisitions or through business combinations, and assets that have been generated internally, such as the group’s core technology and geographical content database. |
| Internally generated intangible assets |
| Internal development costs for core technology are recognized as an intangible asset if, and only if, all of the following have been demonstrated: |
| • The technical feasibility to complete the project. • The intention to complete the intangible asset, and use or sell it. • The ability to use or sell the intangible asset. • How the intangible asset will generate probable future economic benefits. • The availability of adequate resources to complete the project. • The cost of developing the asset can be measured reliably. |
| Internally generated databases are capitalized until a certain level of map quality is reached and ongoing activities focus on maintenance. Internal software costs relating to development of non-core software with an estimated average useful life of less than one year and engineering costs relating to the detailed manufacturing design of new products are expensed in the period in which they are incurred. The amount initially recognized for internally generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. All expenditures on research activities are expensed in the income statement as incurred. |
| Acquired intangible assets |
| Intangible assets acquired separately are initially recognized at cost, including directly attributable costs to bring the asset to its intended use. Intangible assets acquired in a business combination are identified and recognized separately from goodwill when they satisfy the definition of an intangible asset and their fair values can be measured reliably. The cost of such intangible assets is their fair value at the acquisition date. All intangible assets are subsequently carried at cost less accumulated amortization and accumulated impairment losses. |
| The amortization of other intangible assets is recorded on a straight-line basis over the following estimated useful lives as follows: |
| • Map content and mapmaking platform: 5-12 years. • Internally generated core technology: 3-6 years. • Acquired technology: 3-5 years. • Customer relationships: 5-13 years. • Computer software: 2-5 years. |

| SECTION 3 | NON-CURRENT ASSETS AND INVESTMENTS CONTINUED |  |

|  | FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 91 |

| Impairment |
| Intangible assets which have an indefinite useful life and intangible assets not yet ready for use are tested for impairment at least annually, or whenever management identifies conditions that may indicate a risk of impairment. Assets that are subject to amortization are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. In making this assessment we include climate-related consideration insofar they are visible and quantifiable. |
| Testing is conducted as per the policy outlined in note 13. |
| Non-financial assets, other than goodwill, which have been subject to an impairment, are reviewed for possible reversal of the impairment at each reporting date. |

| SIGNIFICANT ESTIMATES |
| Management made use of assumptions and judgment in assessing the expected future economic benefits that can be attributed to the internally generated technology, databases and tools, as well as their expected useful lives. For internally generated databases, assumptions are also made on the level of completion, at which point the capitalization is discontinued and future activities are considered to be maintenance. |
| Such estimates are made on a regular basis, as they can be significantly affected by changes in technology and other factors. |
| Impairment of intangible assets |
| No impairment charge has been recorded for other intangible assets in either period presented. |

15 PROPERTY, PLANT AND EQUIPMENT

(€ in thousands) |  | Furniture and fixtures |  | Computer equipment |  | Leasehold improvemen ts |  | Other 1 |  | Total
Cost |  | 7,507 |  | 34,529 |  | 16,953 |  | 2,523 |  | 61,512
Accumulated depreciation |  | -3,913 |  | -24,135 |  | -5,828 |  | -1,395 |  | -35,271
Balance as at 1 January 2022 |  | 3,594 |  | 10,394 |  | 11,125 |  | 1,128 |  | 26,241
Additions |  | 304 |  | 3,944 |  | 738 |  | 69 |  | 5,055
Disposals (net)2 |  | -71 |  | -42 |  | 0 |  | -8 |  | -121
Reclassification between categories |  | 487 |  | 10 |  | -497 |  |  |  | 0
Depreciation charges |  | -1,235 |  | -5,822 |  | -1,932 |  | -360 |  | -9,349
Currency translation differences |  | -84 |  | 124 |  | -194 |  | -27 |  | -181
Movements |  | -599 |  | -1,786 |  | -1,885 |  | -326 |  | -4,596
Cost |  | 7,141 |  | 32,147 |  | 15,596 |  | 2,422 |  | 57,306
Accumulated depreciation |  | -4,146 |  | -23,539 |  | -6,356 |  | -1,620 |  | -35,661
Balance as at 31 December 2022 |  | 2,995 |  | 8,608 |  | 9,240 |  | 802 |  | 21,645
Additions |  | 1,766 |  | 4,882 |  | 4,916 |  | 395 |  | 11,959
Disposals (net)2 |  | -34 |  | -62 |  | 0 |  | -22 |  | -118
Depreciation charges |  | -1,267 |  | -5,099 |  | -2,222 |  | -287 |  | -8,875
Currency translation differences |  | 451 |  | -475 |  | -52 |  | -222 |  | -298
Movements |  | 916 |  | -754 |  | 2,642 |  | -136 |  | 2,668
Cost |  | 7,151 |  | 27,745 |  | 17,866 |  | 2,133 |  | 54,895
Accumulated depreciation |  | -3,240 |  | -19,891 |  | -5,984 |  | -1,467 |  | -30,582
Balance as at 31 December 2023 |  | 3,911 |  | 7,854 |  | 11,882 |  | 666 |  | 24,313

1. Other property, plant and equipment includes mainly vehicles.
2. The total gross amount of the assets disposed across all asset classes was €14 million (2022: €10 million).
No impairment has been recognized for p roperty, plant and equipment in 2023 or 2022.

| SECTION 3 | NON-CURRENT ASSETS AND INVESTMENTS CONTINUED |  |

|  | FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 92 |

| ACCOUNTING POLICY |
| Property, plant and equipment are stated at historical cost less accumulated depreciation and impairment charges. Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets as follows: |
| • Furniture and fixtures: 4-10 years. • Computer equipment and hardware: 2-7 years. • Leasehold improvements: 7-10 years. • Vehicles: 4 years. |
| The estimated useful lives, residual values, and depreciation methods are reviewed at each year-end, with the effect that any changes in estimate are accounted for on a prospective basis. |
| Impairment |
| For the accounting policy relating to impairment refer to note 14 Other intangible assets. |

16 LEASE ASSETS AND LEASE LIABILITIES
The group leases assets including buildings, cars and, to a limited extent, certain office
equipment.
Lease assets
The balances at year-end as well as key movements relating to lease assets are
presented below:

(€ in thousands) |  | Lease buildings |  | Lease vehicles |  | Total
2023 |  |  |  |  |  |
Additions and changes to leased assets |  | 19,281 |  | 1,718 |  | 20,999
Depreciation charges |  | 11,093 |  | 1,190 |  | 12,283
Balance as at 31 December |  | 42,854 |  | 1,770 |  | 44,624
2022 |  |  |  |  |  |
Additions and changes to leased assets |  | 15,260 |  | 571 |  | 15,831
Depreciation charges |  | 13,220 |  | 1,268 |  | 14,488
Balance as at 31 December |  | 34,592 |  | 1,223 |  | 35,815

Lease buildings
Buildings are leased for office space for periods of approximately 2-10 year s. Leases for
office buildings typically include an option, exercisable by the group as lessee up to one
year before the end of the cancellable lease term, to renew the lease for an additional
period of the same duration after the end of the contract term.
At the end of the year, the group had options to extend lease contracts for leased
buildings which represent potential discounted future lease payments not included in
lease liabilities of €31 million (2022: €34 million).
Most real estate leases include annual escalation clauses with reference to an index or
contractual rate.
Other leases
The group leases vehicles for qualifying employees with a standard lease term of four
years. The group does not purchase or guarantee the value of lease vehicles.
In some cases the g roup leases furniture and office equipment with terms of 1-3 years.
The group considers these assets to be of low-value or short-term in nature and therefore
no right-of-use assets and lease liabilities are recognized for these leases.
Expenses recognized relating to short-term leases and leases of low value during 2023
were €0.1 million and €0.4 million respectively (2022: €0.3 million and €0.1 million).
Lease liabilities
The total interest expense on lease liabilities in 2023 was €1.7 million (2022: €0.9 million)
and the total cash outflow for lease related payments was €14 million (2022: €15 million).
Lease liabilities have the following maturities:

(€ in thousands) |  | 2023 |  | 2022
Less than 1 year |  | 9,986 |  | 11,954
Between 1-5 years |  | 25,386 |  | 20,483
More than 5 years |  | 18,554 |  | 9,151
Total undiscounted lease liabilities at 31 December |  | 53,926 |  | 41,588

| SECTION 3 | NON-CURRENT ASSETS AND INVESTMENTS CONTINUED |  |

|  | FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 93 |

| ACCOUNTING POLICY |
| Leases as a lessee |
| A contract is classified as a lease at the inception of the contract, if the contract conveys the right to control the use of an identified asset for a period in exchange for consideration. |
| The group recognizes a right-of-use asset (lease asset) and a lease liability at the lease commencement date. The asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to restore the underlying asset, less any lease incentives received. |
| The lease asset is subsequently depreciated using the straight-line method from the commencement date to the end of the useful life of the right-of-use asset, considered to be indicated by the lease term. The lease asset is periodically adjusted for certain remeasurements of the lease liability and impairment losses (if any). |
| The lease liability is initially measured at the present value of outstanding lease payments, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the group’s incremental borrowing rate. Generally, the group uses its incremental borrowing rate as the discount rate. The group separates payments for lease cars into lease components and non-lease components. |
| The lease liability is measured at amortized cost using the effective interest method and is remeasured when there is a change in future lease payments arising from a change in an index or rate or if the group changes its assessment of whether it will exercise a purchase, extension or termination option. A corresponding adjustment is made to the carrying amount of the right- of-use asset with any excess over the carrying amount of the asset being recognized in profit or loss. |
| Short-term leases and leases of low-value assets |
| The group has elected not to recognize lease assets and lease liabilities for short-term (term of 12 months or less) leases and leases of low-value assets, including IT equipment. The group recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term. |
| Extension options |
| Extension options are mainly applicable to leased buildings. |
| The group assesses whether it is reasonably certain to exercise the options at lease commencement and subsequently, if there is a change in circumstances within its control. Such assessment involves management judgment and estimate based on information at the time the assessments are made. |
| Extension options are included in the lease term when the group has an economic incentive to exercise the option. The group considers available evidence at the time of the assessment, including potential favorable terms upon extension, potential termination penalties, the relative costs associated with potential relocation or termination of the lease, and the extent of leasehold improvements undertaken. |
| The size and the relative importance of the lease premises as well as the availability of easily substitutable assets is taken into consideration when assessing whether the group has an economic incentive to extend a lease for which it holds an option to do so. |

17 OTHER INVESTMENTS
In 2023 the group divested its equity interest in Cyient Ltd. for a total consideration of
€15.0 million. This equity interest was previously valued at fair value through
comprehensive income and the t otal amount of fair value changes recognized during
2023 in other comprehensive income before the divestment amounted to a gain of
€1.0 million (2022: loss of €3.1 million) net of tax. No dividend was received during the
year (2022: €0.4 million). For accounting policies relating to financial assets at fair value,
referenc e is made to note 28.

| SECTION 3 | NON-CURRENT ASSETS AND INVESTMENTS CONTINUED |  |

|  | FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 94 |

Working capital
The notes in this section specify items that form part of group’s working capital
including disclosure relating to cash and cash equivalents.
18 INVENTORIES

(€ in thousands) |  | 2023 |  | 2022
Finished goods |  | 9,154 |  | 7,850
Components and sub-assemblies |  | 5,669 |  | 6,810
Total inventories |  | 14,823 |  | 14,660

The amount of inventories recognized as an expense when the inventories are sold and
included in cost of sales amounted to €42 million (2022: €43 million). As a result of the
write-down of inventories to their net realizable value, the group recognized a cost of
€0.2 million (2022: €2.2 million). These costs are included in cost of sales.

| ACCOUNTING POLICY |
| Inventories are stated at the lower of cost and net realizable value. The cost of inventories comprises costs of purchase, assembly and conversion to finished products. The cost of inventories is determined using the first-in, first-out (FIFO) method, net of reserves for obsolescence and any excess stock. Net realizable value represents the estimated selling price less an estimate of the costs of completion and direct selling costs. |

19 TRADE RECEIVABLES

(€ in thousands) |  | 2023 |  | 2022
Gross accounts receivables |  | 70,322 |  | 67,492
Expected credit loss allowance |  | -1,166 |  | -1,749
Total trade receivables (net) |  | 69,156 |  | 65,743

The carrying amount of trade receivables approximates their fair value and the group
expects to recover all receivables within a year. The group does not hold any collateral
over these balances. In determining the expected credit loss allowance, the group has
considered any change in risk profile of our customers taking into account the current
economic conditions.
Trade accounts receivable includes amounts denominated in the following major
currencies:

(€ in thousands) |  | 2023 |  | 2022
EUR |  | 59,246 |  | 40,321
GBP |  | 2,234 |  | 115
USD |  | 7,135 |  | 23,712
Other |  | 541 |  | 1,595
Total trade receivables (net) |  | 69,156 |  | 65,743

| ACCOUNTING POLICY |
| Trade receivables that do not contain a significant financing component or for which the group has applied the practical expedient, are measured at the transaction price as disclosed in Revenue from contracts with customers (note 6), less expected credit loss allowances. For details of expected credit losses refer to note 27. |

20 PREPAYMENTS AND OTHER RECEIVABLES

(€ in thousands) |  | 2023 |  | 2022
Prepayments |  | 26,199 |  | 27,354
Corporate income tax, VAT and other taxes |  | 6,416 |  | 6,804
Other receivables |  | 3,594 |  | 2,645
Total other receivables |  | 36,209 |  | 36,803

The carrying amount of the prepayments and other receivables approximates their fair
value.
For accounting policies related to 'Other receivables' reference is made to note 28.

| SECTION 4 |  |

|  | FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 95 |

21 OTHER FINANCIAL ASSETS AND LIABILITIES
Other financial assets/liabilities includes derivative financial instruments carried at fair
value through profit or loss. Derivative assets are disclosed as part of other receivables
and prepayments and derivative liabilities are included in accruals and other liabilities.

(€ in thousands) |  | 2023 |  | 2022
| Assets | Liabilities |  | Assets | Liabilities
Derivatives at fair value through profit or loss |  | 306 | -84 |  | 131 | -192

The notional principal amounts of the outstanding forward foreign exchange contracts as
at 31 December 2023 were €11.2 million (2022: €9.6 million). All the group’s outstanding
forwards have a contractual maturity of less than one year.
22 CASH AND CASH EQUIVALENTS AND FIXED-TERM DEPOSITS
Cash placed in accounts are classified based on the nature of the account and the length
of time to maturity.
Cash and cash equivalents
Cash and cash equivalents of €88 million (2022: €133 million) includes cash held in short-
term bank deposits with an original maturity of three months or less. Cash and cash
equivalents are predominantly denominated in euros and partly in U.S. Dollars.
The carrying amount of cash and cash equivalents approximates its fair value.
Fixed-term deposits
Fixed-term deposits are investments in term deposits with financial institutions of €228
million (2022: €171 million). Investments are made with institutions with investment grade
credit ratings and are all denominated in euros.
Fixed-term deposits have maturities of more than three but less than 12 months from the
date of acquisition. The carrying amount of fixed-term deposits asse ts approximates their
fair value.

| ACCOUNTING POLICY |
| Cash and cash equivalents |
| Cash and cash equivalents are stated at face value and comprise cash on hand, deposits held on call with banks, and other short-term highly liquid investments which have a maturity of three months or less from the date of acquisition. They are readily convertible to a known amount of cash and subject to an insignificant risk of changes in value. |
| Fixed-term deposits |
| Fixed-term deposits have insignificant interest rate risk and maturity dates longer than three months but less than 12 months at the date of acquisition. |

23 TRADE PAYABLES
All trade payable balances have a contractual maturity of less than six months and the
carrying amount approximates their fair value.
24 ACCRUALS AND OTHER LIABILITIES
A ccruals and other liabilities comprise the following:

(€ in thousands) |  | 2023 |  | 2022
Personnel-related accruals |  | 48,634 |  | 55,567
Operating expense accruals |  | 12,712 |  | 8,760
Taxes and social security |  | 6,414 |  | 7,378
Total accruals and other liabilities |  | 67,760 |  | 71,705

For accounting policies relating to financial liabilities and accruals, reference is made to
note 28.

| SECTION 4 | WORKING CAPITAL CONTINUED |  |

|  | FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 96 |

Financing, financial risk management
and financial instruments
This section includes notes related to financing items such as equity and borrowings,
including related items such as earnings per share, as well as financial risk
management-related items, financia l income, and expenses.
25 SHAREHOLDERS’ EQUITY

|  | 2023 |  | 2022
| Number | (€ in thousands) |  | Number | (€ in thousands)
Authorized: |  |  |  |
Ordinary shares |  | 300,000,000 | 60,000 |  | 300,000,000 | 60,000
Preferred shares |  | 150,000,000 | 30,000 |  | 150,000,000 | 30,000
Total |  | 450,000,000 | 90,000 |  | 450,000,000 | 90,000
Issued and fully paid: |  |  |  |
Ordinary shares |  | 132,366,672 | 26,473 |  | 132,366,672 | 26,473
Of which held in treasury |  | 4,717,362 |  |  | 3,974,381 |

The group initiated a share buyback program during the year to repurchase shares for an
amount up to €50 million. The program will run until the full amount has been
repurchased, ending on 31 October 2024 at the latest with the intention to cancel all
shares purchased as part of the program, subject to shareholder approval. During 2023,
1.9 million shares were purchased for an aggregate consideration of €12 million (including
withholding tax), at an average price of €6.01 pe r share. There was no share buyback
during 2022.
During the yea r, 1,132,893 treas ury shares were issued to cover the exercise of employee
stock options and settlement of RSUs (2022: 1,442,741 treasury shares). All shares have a
par value of €0.20 per share (2022: €0.20 per share). All issued shares have been fully
paid. Further information on the rights, restrictions and other conditions attached to
ordinary and preferred shares is provided in the Corporate Governance section in the
Annual Report.
Reserves are freely distributable except for €32 million of legal reserves (2022: €53
million). Note E. Other reserves in the company financial statements provide an overview
of the non-distributable reserves.
The Corporate Governance section provides a detailed description regarding the use of
Foundation Continuity TomTom as a protective measure.
Management is of the op inion that the call option as described in the Corporate
Gov ernance section does not represent a significant value as meant in IAS 1, paragraph
31, since the likelihood that the call option will be exercised is remote. In the remote event
that the call option is exercised, the preferred shares that are issued temporarily are
intended to be canceled within a one-year period. The option is therefore not accounted
for, nor is further disclosure provided.

| ACCOUNTING POLICY |
| Share capital |
| Ordinary shares are classified as share capital. Equity instruments are recorded at the proceeds received, net of direct issue costs. |
| Share premium |
| The share premium represents the amount by which the fair value of the consideration received exceeds the nominal value of shares issued. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. |
| Treasury shares |
| Own equity instruments that are reacquired (treasury shares) are recognized at cost and deducted from equity. No gain or loss is recognized in profit or loss on the purchase, sale, issue or cancellation of the group’s own equity instruments. Upon reissue, any difference between the carrying amount (determined on a first-in, first-out basis) and the consideration is recognized in the retained earnings. |

| SECTION 5 |  |

|  | FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 97 |

26 EARNINGS PER SHARE
The calculation of basic and diluted earnings per share is based on the following data:

(€ in thousands) |  | 2023 |  | 2022
Net result attributable to ordinary equity holders |  | -21,008 |  | -102,735
Number of shares |  |  |  |
Weighted average number of ordinary shares for basic earnings per share |  | 128,841 |  | 127,849
Effect of dilutive potential ordinary shares |  |  |  |
Stock options and restricted stock units |  | 3,586 |  | 2,269
Weighted average number of ordinary shares for diluted earnings per share |  | 132,427 |  | 130,118
Earnings per share (€) |  |  |  |
Basic |  | -0.16 |  | -0.80
Diluted |  | -0.16 |  | -0.80

| ACCOUNTING POLICY |
| Basic earnings per share |
| Basic earnings per share is calculated by dividing the profit attributable to equity holders of the company by the weighted average number of ordinary shares outstanding during the year. Treasury shares are deducted from the number of ordinary shares outstanding on a weighted average basis. |
| Diluted earnings per share |
| Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares arising from stock options and other equity-settled stock compensation plans. When the effect of the equity- settled stock compensation plans is anti-dilutive, the number is excluded from the calculation of diluted earnings. |

27 FINANCIAL RISK MANAGEMENT
The group’s activities result in exposure to a variety of financial risks including credit,
foreign currency, liquidity, interest rate, and capital risk. Management policies have been
established to identify, analyze, and monitor these risks, and to set appropriate risk limits
and controls. Financial risk management is carried out in accordance with our Corporate
Treasury Policy. The written principles and policies are reviewed periodically to reflect
changes in market conditions, the activities of the business, and laws and regulations
affecting the group’s business.
Credit
Credit risk arises primarily from cash and cash equivalents and investments held at
financial institutions and, to a certain extent, from trade receivables and contract assets.
Ca sh balanc es and investments are held with financial counterparties that have a credit
risk rating of at least BBB-, as rated by an acknowledged rating agency. Moreover, to
avoid significant concentration of exposure to particular financial institutions, we ensure
that transactions and businesses are properly sprea d among different counterparties.
The group’s exposure from its customers is managed through establishing proper credit
limits and continuous credit risk assessments for each individual customer.
Procedures include aligning credit and trading terms and conditions with an assessment
of the individual characteristics and risk profile of each customer. This assessment is
made based on past experiences and independent ratings from external rating agencies
whenever available.
Management actively monitors the credit risk related to these customers, also taking into
account the current macro-economic conditions and takes proactive action to reduce
credit limits if required.
The following table summarizes the movement in the expected credit loss allowances for
both trade receivables and unbilled receivables:

(€ in thousands) |  | 2023 |  | 2022
Balance as at 1 January |  | -1,934 |  | -2,213
Additions to provision |  | -442 |  | -912
Receivables written off during the year as uncollectible |  | 170 |  | 582
Unused amounts reversed |  | 925 |  | 602
Currency translation differences |  | 23 |  | 7
Balance as at 31 December |  | -1,258 |  | -1,934

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|  | FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 98 |

To measure the expected credit losses, trade receivables and unbilled receivables have
been grouped based on shared credit risk characteristics and the days past due as
presented below:

(€ in thousands) |  | 2023 |  | 2022
Gross unbilled receivables |  | 42,870 |  | 48,483
Gross trade receivables |  | 70,322 |  | 67,492
|  | 113,192 |  | 115,975
Of which: |  |  |  |
Not overdue |  | 105,463 |  | 107,303
Overdue less than 3 months |  | 6,275 |  | 5,007
Between 3-6 months |  | 735 |  | 1,533
More than 6 months |  | 719 |  | 2,132
Gross receivables |  | 113,192 |  | 115,975

Not overdue represents balances for which payment terms specified in the terms and
conditions established with the group’s customers have not been exceeded or balances
which have not yet been invoiced.
As at 31 December 2023, the total expected credit loss allowance represented
approximately 0.2% of group revenue (2022 : 0.4%).

| ACCOUNTING POLICY |
| In determining the expected credit loss, the group applies the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance for all trade and unbilled receivables. As unbilled receivables share the same risk characteristics as trade receivables for similar types of contracts, the expected loss rates for trade receivables are considered a reasonable approximation of the loss rates for unbilled receivables. The expected credit loss rates are measured by grouping trade and unbilled receivables based on shared credit risk characteristics and days passed due. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. The expected loss allowances and any subsequent recoveries of amounts previously written off, are recognized in operating expenses within ‘General and administrative’ expenses. |

Foreign currency
The group operates internationally and conducts business in multiple currencies. Revenue
is earned in EUR, USD, GBP, and other currencies, and does not necessarily match the
cost of sales and other costs which are largely in EUR, USD, and PLN. Foreign currency
exposures on commercial transactions relate mainly to estimated purchases and sales
transactions that are denominated in currencies other than the reporting currency, EUR.
The group manages foreign currency transaction risk in normal circumstances through
forward contracts to cover forecasted net exposures. All such transactions are carried out
within the guidelines set by Corporate Treasury Policy, which is reviewed annually by the
Audit Committee.
A 2.5% strengthening/weakening of EUR as at 31 December 2023 would have had the
following impact (increase/(decrease)) on profit or loss, and equity:

(€ in thousands) | 2023 |  | 2022
Strengthen | Weaken |  | Strengthen | Weaken
USD |  | -61 | 61 |  | 218 | -218
GBP |  | -142 | 142 |  | -324 | 324
PLN |  | -630 | 485 |  | -467 | 464

This analysis assumes that all other variables remain constant. The analysis was
performed on the same basis as in 2022.
A breakdown of receivables held in foreign currencies is provided in note 19.
Liquidity
The approach to managing liquidity is to ensure that sufficient funds are available to meet
financial obligations when they fall due under both normal and stressed conditions,
without incurring unacceptable losses or risking damage to the group’s reputation. To
ensure there is sufficient cash to meet expected operational expenses, including the
servicing of financial obligations, actual and future cash flow requirements are regularly
monitored, taking into account the maturity profiles of financial assets and liabilities and
the rolling forecast of the group’s liquidity reserve, which comprises cash and cash
equivalents as well as fixed-term deposits.
As at 31 December 2023, the group’s net cash position was €315 million, which is
assessed to be sufficient to cover the group's liquidity needs.

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|  | FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 99 |

Credit facility
Given the group's strong cash position and based on forecasted cash needs, the group at
present has no credit facility. The last credit facility was terminated in February 202 2.
Interest rate
Interest rate risk arises primarily from the exposure to interest income/expense on cash
balances and investments.
Our intention is to prioritize capital preservation, and when possible we invest our surplus
cash using approved investment instruments, such as bank deposits and money market
fund investments. All transactions and counterparty risk limits are governed by the
Corporate Treasury Policy.
Capital
The group’s financing policy aims to maintain a capital structure that enables the group to
achieve its strategic objectives and daily operational needs, and to safeguard the group’s
ability to continue as a going concern.
In order to maintain or adjust the capital structure, the group may issue new shares, adjust
its dividend policy, return capital to shareholders, or take on new debt.
As at 31 December 2023, the group had a n et cash position (including fixed-term
deposits) of €315 million (2022: €304 million).
For further quantitative disclosures in respect of liquidity, interest rate, and capital risks,
reference is made to note 22 and note 25.
28 FINANCIAL INSTRUMENTS
The group holds the following financial instruments for which additional disclosures are
provided in the notes as indicated:

(€ in thousands) |  | Note |  | 2023 |  | 2022
Financial assets |  |  |  |  |  |
Financial assets at amortized cost |  |  |  |  |  |
Trade receivables |  | 19 |  | 69,156 |  | 65,743
Fixed-term deposits |  | 22 |  | 227,662 |  | 171,000
Cash and cash equivalents |  | 22 |  | 87,532 |  | 132,729
Financial assets at fair value through profit or loss |  |  |  |  |  |
Derivative instruments |  | 21 |  | 306 |  | 131
Financial assets at fair value through other comprehensive income |  |  |  |  |  |
Other investments |  |  |  | — |  | 13,814
Total financial assets |  |  |  | 384,656 |  | 383,417
Financial liabilities |  |  |  |  |  |
Financial liabilities at amortized cost |  |  |  |  |  |
Trade payables |  | 23 |  | 21,168 |  | 6,102
Lease liabilities |  | 16 |  | 46,713 |  | 37,725
Financial liabilities at fair value through profit or loss |  |  |  |  |  |
Derivative instruments |  | 21 |  | 84 |  | 192
Total financial liabilities |  |  |  | 67,965 |  | 44,019

Refer to note 27 for disclosure of group’s exposure to risks associated with financial
instruments.

| SECTION 5 | FINANCING, FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS CONTINUED |  |

|  | FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 100 |

| ACCOUNTING POLICY |
| Financial assets |
| The group classifies its financial assets, at initial recognition, as subsequently measured at amortized cost or at fair value through profit or loss or other comprehensive income. The classification depends on the purpose for which the financial assets were acquired. |
| Financial assets at amortized cost |
| Financial assets measured at amortized cost are financial assets which are held for the objective of collecting contractual cash flows which are fixed and determinable and consist solely of payments of principal and interest. They are initially recognized at fair value and subsequently measured at amortized cost (if the effect of time value is material) using the effective interest method, less any expected credit losses. Financial assets are included in current assets, except for those with maturities greater than 12 months after the balance sheet date, which are classified as non-current assets. For further details regarding expected credit losses, refer to note 27 Financial risk management. |
| Financial assets at fair value through other comprehensive income |
| Financial assets at fair value through other comprehensive income (OCI) represents investment in equity instruments carried at fair value. The group elected to recognize the changes in fair value through OCI. Dividend income is recognized in the profit or loss when the group's right to receive payment is established. The fair value of such instrument is determined using level 1 input. |
| Financial assets and liabilities at fair value through profit or loss |
| Derivatives are categorized at fair value through profit or loss unless they are designated as hedges. Derivatives are recorded as financial assets when the value of the derivative is positive in favor of the company; otherwise the derivative is classified as a financial liability. All derivative financial instruments are classified as current or non-current assets or liabilities based on their maturity dates and are accounted for at trade date. Financial assets are derecognized when the rights to receive cash flows from the investments have expired or have been transferred and the group has substantially transferred all risks and rewards of ownership. |
| The fair value of financial assets/liabilities carried at fair value through profit or loss is determined using valuation techniques that maximize the use of observable market data where it is available and which rely as little as possible on entity-specific estimates. In accordance with the fair value hierarchy established by IFRS 13, these types of inputs classify as level 2 inputs. |
| Financial liabilities at amortized cost |
| Financial liabilities issued by the group are classified according to the substance of the contractual arrangements entered into, and the definitions of a financial liability. Financial liabilities are initially recognized and measured at fair value and subsequently at amortized cost. |
| Fair value estimation |
| The group classifies fair value measurements using a fair value hierarchy that reflects the significance of the inputs used in making the measurements. |
| The fair value hierarchy divides the inputs into the following levels: |
| • Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities. • Level 2: inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly (for example, derived from prices). • Level 3: inputs for the asset or liability that are not based on observable market data. |

29 FINANCIAL RESULT
Financial result includes interest income and expenses as presented in the consolidated
statement of income and other financial result. The other financial result comprises of the
following items:

(€ in thousands) |  | 2023 |  | 2022
Other financial result |  | 1 |  | 392
Foreign exchange result |  | -1,740 |  | 3,219
Other financial result |  | -1,739 |  | 3,611

The interest income relates mainly to interest generated on cash balances while the
interest expense relates mainly to interest on the lease liabilities (see note 27 Financial
risk management).
The foreign exchange result includes results that mainly relate to monetary balance sheet
item revaluations (including deposits in foreign currency) and to a lesser extent from spot
transactions and derivative contracts. Derivative contracts are entered into to protect the
group from adverse exchange rate fluctuations that may result from PLN and INR (20 22:
PLN and INR) exposure s.

| ACCOUNTING POLICY |
| Interest income and expense are recognized using the effective interest method. Interest expense includes all finance costs such as lease interest expense. |

| SECTION 5 | FINANCING, FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS CONTINUED |  |

|  | FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 101 |

Other disclosures
This section includes the notes on provisions, commitments and contingent liabilities,
remunerations of members of the Management Board and the Supervisory Board,
related party transactions, and auditor’s remuneration.
30 PROVISIONS

(€ in thousands) |  | 2023 |  | 2022
Non-current |  | 14,841 |  | 18,237
Current |  | 10,879 |  | 11,020
Total provisions |  | 25,720 |  | 29,257

The movements in each category of provisions are as follows:

(€ in thousands) |  | Warranty |  | Claims and litigation |  | Employee benefits |  | Other |  | Total 1
Balance as at 1 January 2022 |  | 5,935 |  | 9,474 |  | 21,407 |  | 3,205 |  | 40,021
Increases in provisions |  | 1,297 |  | 455 |  | -429 |  | 31,054 |  | 32,377
Utilized |  | -3,657 |  | 0 |  | -8,444 |  | -12,316 |  | -24,417
Released |  | -204 |  | -4,441 |  | 0 |  | -4,925 |  | -9,570
Reclassified |  | 0 |  | 0 |  | 0 |  | -9,154 |  | -9,154
Balance as at 31 December 2022 |  | 3,371 |  | 5,488 |  | 12,534 |  | 7,864 |  | 29,257
Increases in provisions |  | 1,742 |  | 206 |  | 205 |  | 12,533 |  | 14,686
Utilized |  | -1,798 |  | 0 |  | -172 |  | -5,597 |  | -7,567
Released 1 |  | -400 |  | -3,553 |  | -572 |  | -55 |  | -4,580
Reclassified |  | 0 |  | 0 |  | 0 |  | -6,076 |  | -6,076
Balance as at 31 December 2023 |  | 2,915 |  | 2,141 |  | 11,995 |  | 8,669 |  | 25,720

1. Releas es in claims and litigation are the result of the expiration of statute of limitation and changes in the
expected cash outflows.
Other provisions included a restructuring provisio n of €3.3 million (2022: €4.4 million). In
the current year an additional €9.7 million was recognized for restructuring relating to
further efficiencies improvement in our m ap-making activities, of which €1.8 million has
been paid out. The expected settlement amounts that have been agreed upon as at 31
December 2023 (€4.7 million) are presented under 'Personnel-related accruals' as
disclosed in note 24.

| ACCOUNTING POLICY |
| Provisions are recognized when: |
| • The group has a present obligation as a result of a past event. |
| • It is probable that the group will be required to settle that obligation. |
| • The amount can be reliably estimated. |
| Provisions are measured at management’s best estimate of the expenditure required to settle the obligation at the balance sheet date, and are discounted to present value where the effect is material. |
| Warranty provision |
| The group offers warranties mainly for its hardware products in Consumer (including Automotive hardware). Provisions for warranty costs are recognized at the date of sale of the relevant products, at management’s best estimate of the expenditure required to settle the group’s obligation. Warranty costs are recorded within cost of sales. |
| Claims and litigation provision |
| The group made a provision for potential legal, tax penalties and other risks in various jurisdictions. The legal matters consist mainly of intellectual property infringement issues. In the normal course of business, the group receives claims relating to allegations that it has infringed intellectual property assets. |
| In such cases, the companies making the claims seek payments that may take the form of licenses and/or damages. While these claims will be resisted, some are likely to be settled by negotiation and others are expected to result in litigation. |
| The cases and claims against the group often raise difficult and complex factual and legal issues which are subject to many uncertainties and complexities, including but not limited to the facts and circumstances of each particular case and claim, the jurisdiction in which each suit is brought, and the differences in applicable law. In the normal course of business, management consults with legal counsel and certain other experts on matters related to such claims and litigation. The group accrues a liability when it is determined that an adverse outcome is more likely than not, and the amount of the loss can be reasonably estimated. |
| If the likelihood of an adverse outcome is reasonably possible or an estimate is not determinable, the matter is disclosed, provided it is material. Management is of the opinion that the provision is adequate to resolve these claims. |
| Employee benefits provision |
| Employee benefits provision relates mainly to the defined benefit pension plan in Germany and Belgium as disclosed in note 8 and excludes restructuring provision. |
| Other provision |
| Other provision includes provisions for restructuring which is recognized only when a detailed formal plan has been finalized and management has raised valid expectation to those affected that the plan will be implemented. |

| SECTION 6 |  |

|  | FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 102 |

| SIGNIFICANT ESTIMATES |
| Warranty provision |
| Management estimates the related provision for future warranty claims based on historical warranty claim information, as well as evaluating recent trends that might suggest that past cost information may differ from future claims. From the total warranty provision of €3 million (2022: €3 million), it is estimated that an amount of €1 million (2022: €2 million) will be utilized within 12 months while the remaining will be utilized between 1-3 years. |
| Claims and litigation provision |
| The methodology used to determine the amount of the liability requires significant judgments and estimates regarding the costs of settling asserted claims. Due to the fact that there is limited historical data available, the estimated liability cannot be based upon recent settlement experience for similar types of claims. |
| Based on the best estimate, the portion of the claims and litigation provision expected to be settled in the coming 12 months amounts to approximately €0.7 million (2022: €0.4 million). |

31 COMMITMENTS, CONTINGENT ASSETS, AND LIABILITIES
The group has long-term financial commitments, which are not shown in the group’s
balance sheet as at 31 December 2023. These commitments relate mainly to service
contracts with suppliers.
Also included are open purchase commitments with contract manufacturers for certain
products and components. Contract manufacturers order the requisite component parts
from their suppliers on the basis of forecasts of the number of units required. In certain
circumstances, the group has a contractual obligation to purchase these components
from the manufacturers. The total commitments under these contracts are presented
below:

(€ in thousands) |  | 2023 |  | 2022
Less than 1 year |  | 59,187 |  | 55,692
Between 1-5 years |  | 30,305 |  | 40,064
More than 5 years |  | 1,553 |  | 630
Total commitments |  | 91,045 |  | 96,386

The group has a guarantee facility of €5.0 million, of which a total amount of €2.8 million
has been issued (2022: €5.0 million and €3.1 million respectively).
T wo German subsidiaries, TomTom Germany GmbH & Co. KG. and TomTom Location
Technology Germany GmbH, which are included in these consolidated financial
statements, apply the exemption as described in section 264b of the German Com mercial
Code (HGB) with regard to the publication of the annual financial statements and the
drawing up of a management report and the notes to the financial statements.
Contingencies
Please refer to note 12 and note 30 for disclosures on tax and legal contingencies.
Based on legal advice, there were no other contingencies that management expects to
have a material adverse effect on the group’s financial position as at 31 December 2023.

| SECTION 6 | OTHER DISCLOSURES CONTINUED |  |

|  | FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 103 |

32 RELATED PARTY TRANSACTIONS
A full overview of the remuneration of the Management Board and the Supervisory Board
is included in the Remuneration report.
The expenses relating to remuneration of key management personnel are presented in
the following table:

(€) |  | Salary and bonus 1 |  | Other short- term benefits 2 |  | Post- employment benefits |  | Long-term incentives |  | Total remuneration 3
2023 |  |  |  |  |  |  |  |  |  |
Management Board and Senior Leadership Team |  | 5,966,177 |  | 166,475 |  | 246,491 |  | 3,391,562 |  | 9,770,705
Supervisory Board |  | 280,000 |  | 0 |  | 0 |  | 0 |  | 280,000
Total remuneration |  | 6,246,177 |  | 166,475 |  | 246,491 |  | 3,391,562 |  | 10,050,705
2022 |  |  |  |  |  |  |  |  |  |
Management Board and Senior Leadership Team |  | 6,196,965 |  | 108,825 |  | 241,598 |  | 3,601,158 |  | 10,148,546
Supervisory Board |  | 236,790 |  | 0 |  | 0 |  | 0 |  | 236,790
Total remuneration |  | 6,433,755 |  | 108,825 |  | 241,598 |  | 3,601,158 |  | 10,385,336

1. In 2023, the total bonus expense amounted to €2.0 million versus €2.3 million in 2022.
2. The other short-term benefits in 2023 and 2022 relate mainly to social security charges.
3. The de crease in total remuneration is due to a decrease in the bonuses, and long-incentives of the Management
Board and Senior Leadership Team.
Certain key personnel also hold ownership interests in TomTom N.V., as disclosed in the
Corporate governance section under ‘Substantial shareholdings and short positions’.
33 AUDITOR’S REMUNERATION
The total remuneration to Ernst & Young Accountants LLP for the statutory audit of 2023
for the group amounted to €546,750 (2022: €515,000). The total service fees paid/
payable to the Ernst & Young network amounted to €792,240 (2022: €657,000). The full
amount is invoiced by Ernst & Young Accountants LLP and includes an amount of
€65,490 (2022: €62,000) for other statutory audits, €138,000 for a limited assurance
e ngagem ent on ESG and €42,000 for agreed-upon procedures.
Details of the audit and audit-related fees paid to EY can also be found in the Audit
Committee report.
34 SUBSEQUENT EVENTS
Reference is made to note H in the company financial statements.

| SECTION 6 | OTHER DISCLOSURES CONTINUED |  |

|  | FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 104 |

|  | Financials |  |  |  |  |
|  | Company financial statements |  |  |  |  |  |
|  | Company statement of income | 106 |  |  |  |  |  |
|  | Company balance sheet | 106 |  |  |  |  |  |
|  | Notes to the company financial statements | 107 |  |  |  |  |  |

|  | TOMTOM NV | ANNUAL REPORT 2023 | PAGE 105 |

Company statement of income
For the year ended 31 December

(€ in thousands) |  | Notes |  | 2023 |  | 2022
General and administrative expenses |  | B |  | 7,243 |  | 6,467
Operating result |  |  |  | -7,243 |  | -6,467
Interest expense |  | F |  | -85,688 |  | -24,728
Result before tax |  |  |  | -92,931 |  | -31,195
Income tax gain |  |  |  | 23,521 |  | 7,668
Result of subsidiaries after taxation |  | C |  | 48,402 |  | -79,208
Net result |  |  |  | -21,008 |  | -102,735

Company balance sheet
As at 31 December (before proposed appropriation of net result)

(€ in thousands) |  | Notes |  | 2023 |  | 2022
Investments in subsidiaries |  | C |  | 2,148,066 |  | 2,086,997
Total non-current assets |  |  |  | 2,148,066 |  | 2,086,997
Receivables |  |  |  | 69,888 |  | 46,806
Cash and cash equivalents |  |  |  | 2,579 |  | 16
Total current assets |  |  |  | 72,467 |  | 46,822
Total assets |  |  |  | 2,220,533 |  | 2,133,819
Share capital |  |  |  | 26,473 |  | 26,473
Share premium |  |  |  | 338,124 |  | 338,124
Treasury shares |  |  |  | -34,110 |  | -30,482
Other reserves |  | E |  | 56,745 |  | 72,817
Accumulated result |  |  |  | -184,636 |  | -104,591
Result for the year |  |  |  | -21,008 |  | -102,735
Total shareholders’ equity |  | D |  | 181,588 |  | 199,606
Intercompany payable |  | F |  | 2,037,204 |  | 1,932,539
Total non-current liabilities |  |  |  | 2,037,204 |  | 1,932,539
Other liabilities |  |  |  | 1,741 |  | 1,674
Total current liabilities |  |  |  | 1,741 |  | 1,674
Total equity and liabilities |  |  |  | 2,220,533 |  | 2,133,819

| COMPANY STATEMENT OF INCOME & COMPANY BALANCE SHEET |  |

|  | FINANCIALS | COMPANY FINANCIAL STATEMENTS | PAGE 106 |

A PRESENTATION OF FINANCIAL STATEMENTS AND RECOGNITION AND
MEASUREMENT PRINCIPLES
The description of the activities of TomTom N.V. (the company) and the company
structure, as included in the notes to the consolidated financial statements, also applies to
the company financial statements.
The company has prepared its company financial statements in accordance with Part 9 of
Book 2 of the Dutch Civil Code and, specifically, in accordance with section 362.8 of the
Dutch Civil Code. In doing so, it has applied the principles of recognition and
measurement as adopted in the consolidated financial statements (IFRS). Investments in
subsidiaries are accounted for using the equity method. For more information on the
accounting policy applied, and on the notes, please refer to the notes to the consolidated
financial statements.
B GENERAL AND ADMINISTRATIVE EXPENSES
The employees of the comp any comprise only the members of the Management Board.
The General and Administrative expenses comprised mainly of the remuneration of the
Management Board and the Supervisory Board and other general expenses such as the
auditor’s fees. For the remuneration of the Management Board and Supervisory Board,
reference is made to the Supervisory Board and the Remuneration reports in this annual
report. The auditor’s fee is further disclosed in note 33 of the consolidated financial
statements
C INVESTMENTS IN SUBSIDIARIES
The movements in investments in subsidiaries were as follows:

(€ in thousands) |  | 2023 |  | 2022
Balance as at 1 January |  | 2,086,997 |  | 2,152,077
Result of subsidiaries |  | 48,402 |  | -79,208
Transfer to stock compensation reserve |  | 12,841 |  | 9,060
Currency translation differences |  | -570 |  | 2,406
Other direct equity movements |  | 396 |  | 2,662
Balance as at 31 December |  | 2,148,066 |  | 2,086,997

A list of subsidiaries and affiliated companies prepared in accordance with the relevant
legal requirements (the Dutch Civil Code Book 2, Part 9, sections 379 and 414) is included
under Supplementary information on page 139.
D SHAREHOLDERS’ EQUITY
For the statement of changes in equity for the year ended 31 December 2023, please
refer to Consolidated statement of changes in equity in the consolidated financial
statements. Additional information on the shareholders’ equity is disclosed in note 25 of
the consolidated financial statements.

| NOTES TO THE COMPANY FINANCIAL STATEMENTS |  |

|  | FINANCIALS | COMPANY FINANCIAL STATEMENTS | PAGE 107 |

E OTHER RESERVES

(€ in thousands) |  | Legal reserve participation |  | Cumulative translation reserve |  | Total legal reserve |  | Stock compensation reserve |  | Total other reserves
Balance as at 1 January 2022 |  | 65,757 |  | 14,475 |  | 80,232 |  | 18,940 |  | 99,172
Currency translation differences |  | 0 |  | 2,406 |  | 2,406 |  | 0 |  | 2,406
Fair value remeasurement of financial instruments |  | -3,090 |  | 0 |  | -3,090 |  | 0 |  | -3,090
Stock compensation expenses |  | 0 |  | 0 |  | 0 |  | 10,532 |  | 10,532
Transfers between reserves |  | -26,622 |  | 0 |  | -26,622 |  | -9,581 |  | -36,203
Balance as at 31 December 2022 |  | 36,045 |  | 16,881 |  | 52,926 |  | 19,891 |  | 72,817
Currency translation differences |  | 0 |  | -570 |  | -570 |  | 0 |  | -570
Fair value remeasurement of financial instruments |  | 995 |  | 0 |  | 995 |  | 0 |  | 995
Stock compensation expenses |  | 0 |  | 0 |  | 0 |  | 12,801 |  | 12,801
Reclassification from liability |  | 0 |  | 0 |  | 0 |  | 2,296 |  | 2,296
Transfers between reserves |  | -21,586 |  | 0 |  | -21,586 |  | -10,008 |  | -31,594
Balance as at 31 December 2023 |  | 15,454 |  | 16,311 |  | 31,765 |  | 24,980 |  | 56,745

Legal reserve participation
Legal reserves are the non-distributable reserves that are recorded for an amount equal
to the restricted reserves of the company’s subsidiaries and the cumulative translation
reserve.
Stock compensation reserve
The stock compensation reserve represents the cumulative expense of issued stock
options that have been granted but not exercised and RSUs that have not yet vested.
F INTERCOMPANY PAYABLES
Intercompany payables comprises loans provided by subsidiaries. The movement in the
payable balance reflects the interest charge of €86 million and additional funding of €20
million during the year. The interest rate on the loan during 2023 is based upon the
applicable inter-bank offered rate plus a margin. When the applicable inter-bank rates are
below zero, the interest charge is set at the margin of 0.8% (2022: 0.5%). Although no
repayment period has been agreed the loan has a long-term nature.
G OFF-BALANCE SHEET COMMITMENTS
The company has a guarantee facility of €5.0 million, of which a total amount of €2.8
million has been issued (2022: €5.0 million and €3.1 million respectively).
The company has also issued declarations of joint and several liability for all Dutch
subsidiaries, in compliance with section 403 of Part 9 of Book 2 of the Dutch Civil Code.
In addition, two German subsidiaries, TomTom Germany GmbH & Co. KG. and TomTom
Location Technology Germany GmbH, apply the exemption as described in section 264b
of the German Commercial Code (HGB) with regard to the publication of the annual
financial statements.
The company forms a fiscal unity for corporate income tax and value added tax (VAT)
purposes with several of its Dutch subsidiaries. Each company within the fiscal unity is
jointly and severally liable for the fiscal liability of th e fiscal unity.
H SUBSEQUENT EVENTS
There have been no subsequent events from 31 December 2023 to the date of issue of
these financial statements.

| NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED |  |

|  | FINANCIALS | COMPANY FINANCIAL STATEMENTS | PAGE 108 |

I PROPOSED APPROPRIATION OF RESULT
The Management Board proposes to add the net loss in full to the Accumulated result.
TomTom N.V.
Amsterdam, 2 February 2024

The Management Board |  | The Supervisory Board
HAROLD GODDIJN |  | DERK HAANK
TACO TITULAER |  | JACK DE KREIJ
ALAIN DE TAEYE |  | MICHAEL RHODIN
|  | MARILI 'T HOOFT-BOLLE
|  | GEMMA POSTLETHWAITE

| NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED |  |

|  | FINANCIALS | COMPANY FINANCIAL STATEMENTS | PAGE 109 |

|  | Financials |  |  |  |  |  |  |
|  | Other information |  |  |  |  |  |  |
|  | Other information | 110 |  |  |  |  |  |
|  | Independent auditor's report | 112 |  |  |  |  |  |

|  | TOMTOM NV | ANNUAL REPORT 2023 | PAGE 110 |

STATUTORY PROVISION WITH RESPECT TO APPROPRIATION OF RESULTS
According to the company’s Articles of Association, the company’s result is freely at the
disposal of the shareholders, provided that total shareholders’ equity exceeds the called-up
and paid-up capital of the company, increased by legal and statutory reserves.
STICHTING CONTINUÏTEIT TOMTOM
For a description of the Stichting Continuïteit TomTom, refer to the Corporate Governance
section in this Annual Report.
AUDITOR’S REPORT
Reference is made to the Independent auditor’s report section in this Annual Report.

| OTHER INFORMATION |  |

|  | FINANCIALS | OTHER INFORMATION | PAGE 111 |

To: the shareholders and Supervisory Board of TomTom N.V.
Report on the audit of the financial statements
2023 included in the annual report
OUR OPINION
We have audited the financial statements 2023 of TomTom N.V. based in Amsterdam, the
Netherlands. The financial statements comprise the consolidated and company financial
statements.
In our opinion:
• T he accompanying consolidated financial statements give a true and fair view of the
financial position of TomTom N.V. as at 31 December 2023, and of its result and its cash
flows for 2023 in accordance with International Financial Reporting Standards as
adopted in the European Union (EU-IFRSs) and with Part 9 of Book 2 of the Dutch Civil
Code
• T he accompanying company financial statements give a true and fair view of the
financial position of TomTom N.V. as at 31 December 2023, and of its result for 2023 in
accordance with Part 9 of Book 2 of the Dutch Civil Code
The consolidated financial statements comprise:
• T he consolidated balance sheet as at 31 December 2023
• T he following statements for 2023: the consolidated statements of income,
comprehensive income, changes in equity and cash flows
• T he notes comprising material accounting policy information and other explanatory
information
The company financial statements comprise:
• T he company balance sheet as at 31 December 2023
• T he company statement of income for 2023
• T he notes comprising a summary of the accounting policies and other explanatory
information
BASIS FOR OUR OPINION
We conducted our audit in accordance with Dutch law, including the Dutch Standards on
Auditing. Our responsibilities under those standards are further described in the Our
responsibilities for the audit of the financial statements section of our report.
We are independent of TomTom N.V. (the company or the group) in accordance with the
EU Regulation on specific requirements regarding statutory audit of public-interest
entities, the Wet toezicht accountantsorganisaties (Wta, Audit firms supervision act), the
Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten (ViO,
Code of Ethics for Professional Accountants, a regulation with respect to independence)
and other relevant independence regulations in the Netherlands. Furthermore we have
complied with the Verordening gedrags- en beroepsregels accountants (VGBA, Dutch
Code of Ethics).
We believe the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Information in support of our opinion
We designed our audit procedures in the context of our audit of the financial statements
as a whole and in forming our opinion thereon. The following information in support of our
opinion and any findings were addressed in this context, and we do not provide a
separate opinion or conclusion on these matters.
Our understanding of the business
TomTom N.V. develops and sells navigation and location-based products and services,
such as maps, traffic information, navigation software and personal navigation devices.
TomTom is organized into Location Technology and a Consumer segment. Within the
Location Technology segment TomTom provides maps, software and services that
enterprise and automotive customers integrate into their applications. Within the
Consumer segment TomTom offers consumer products in the form of portable navigation
devices and mobile applications.
We determined materiality and identified and assessed the risks of material misstatement
of the financial statements, whether due to fraud or error in order to design audit
procedures responsive to those risks and to obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion.

Materiality |  |
Materiality |  | €5.8 million (2022: €5.3 million)
Benchmark applied |  | 1.0% of revenue (2022: 1.0% of revenue)
Explanation |  | We determined materiality based on our understanding of the company’s business and our perception of the financial information needs of users of the financial statements. We considered that revenue is the most appropriate metric to determine materiality. The metric and percentage applied remained consistent with prior year as the business and key metrics did not change significantly.

| INDEPENDENT AUDITOR'S REPORT |  |

|  | FINANCIALS | OTHER INFORMATION | PAGE 112 |

We have also taken into account misstatements and/or possible misstatements that in our
opinion are material for the users of the financial statements for qualitative reasons.
We agreed with the Supervisory Board that misstatements in excess of €290,000, which
are identified during the audit, would be reported to them, as well as smaller
misstatements that in our view must be reported on qualitative grounds.
Scope of the group audit
TomTom N.V. is the head of a group of entities. The financial information of this group is
included in the consolidated financial statements.
Because we are ultimately responsible for the opinion, we are also responsible for
directing, supervising and performing the group audit. In this respect we have determined
the nature and extent of the audit procedures to be carried out for group entities. Decisive
were the size and/or the risk profile of the group entities or operations. On this basis, we
selected group entities for which an audit or review had to be carried out on the complete
set of financial information or specific items.
TomTom’s processes are highly centralized and the majority of the transactions are
initiated, recorded, processed and reported on central level. We have applied a
centralized audit approach and all audit procedures are performed by the same team.
Our audit coverage for total assets and revenue can be summarized as follows:
• For total assets and liabilities our audit procedures achieved a coverage of 99.9%
• For revenue our audit procedures achieved a coverage of 100%
By performing the centralized procedures mentioned above at all components of the
group, together with additional procedures at group level, we have been able to obtain
sufficient and appropriate audit evidence about the group’s financial information to
provide an opinion on the consolidated financial statements.
Teaming and use of specialists
We ensured that the audit team included the appropriate skills and competences which
are needed for the audit of a listed client in the technology industry. We included
specialists in the areas of IT audit (including cybersecurity), forensics, sustainability,
impairment testing, pensions and income tax.
Our focus on climate-related risks
Climate-related risks can impact financial reporting. The Management Board summarized
the company’s commitments and obligations in relation to climate, and reported in the
section Governance - Risk management and control of the Management Board report
how the company is addressing climate-related and environmental risks. Furthermore, we
refer to section Sustainability - Environmental of the Management Board report where the
company discloses its assessment and implementation plans in connection to climate-
related risks.
As part of our audit of the financial statements, we evaluated the extent to which climate-
related risks and the company’s commitments and (constructive) obligations, are taken
into account in estimates and significant assumptions, especially in the area of impairment
of goodwill and other intangible assets. Furthermore, we read the Management Board
report and considered whether there is any material inconsistency between the non-
financial information in the sections "Sustainability - Environmental" and "Governance -
Risk management and control" and the financial statements.
Based on the audit procedures performed, we do not deem climate-related risks to have a
material impact on the financial reporting judgements, estimates or significant
assumptions as at 31 December 2023.
Our focus on fraud and non-compliance with laws and regulations
Our responsibility
Although we are not responsible for preventing fraud or non-compliance and we cannot
be expected to detect non-compliance with all laws and regulations, it is our responsibility
to obtain reasonable assurance that the financial statements, taken as a whole, are free
from material misstatement, whether caused by fraud or error. The risk of not detecting a
material misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
Our audit response related to fraud risks
We identified and assessed the risks of material misstatements of the financial statements
due to fraud. During our audit we obtained an understanding of the company and its
environment and the components of the system of internal control, including the risk
assessment process and the Management Board’s process for responding to the risks of
fraud and monitoring the system of internal control and how the Supervisory Board
exercises oversight, as well as the outcomes. We refer to section Governance - Risk
management and control of the Management Board report for the Management Board’s
(fraud) risk assessment.
We evaluated the design and relevant aspects of the system of internal control and, in
particular, the (fraud) risk assessment, as well as the code of conduct, whistleblower
("Open Ears") procedures and incident registration. We evaluated the design and the
implementation of internal controls designed to mitigate fraud risks.
As part of our process of identifying fraud risks, we evaluated fraud risk factors with
respect to financial reporting fraud, misappropriation of assets and bribery and corruption
in co-operation with our forensic specialists. We evaluated whether these factors indicate
that a risk of material misstatement due to fraud is present.
We incorporated elements of unpredictability in our audit. We also considered the
outcome of our other audit procedures and evaluated whether any findings were
indicative of fraud or non-compliance.

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We addressed the risks related to management override of controls, as this risk is present
in all companies. For these risks we have performed procedures among other things to
evaluate key accounting estimates for management bias that may represent a risk of
material misstatement due to fraud, in particular relating to important judgment areas and
significant accounting estimates as disclosed in Note 3 to the financial statements. We
have also used data analysis to identify and address high-risk journal entries and
evaluated the business rationale (or the lack thereof) of significant extraordinary
transactions, including those with related parties.
The following fraud risk identified required significant attention during our audit.

Presumed risk of fraud in revenue recognition
Fraud risk | We presumed that there is a risk of fraud in revenue recognition. We evaluated that revenue recognition in the Location Technology segment in particular give rise to such a risk, considering that this segment includes sales contracts where revenue recognition is based on estimates and assumptions that are complex and require significant management judgment.
Our audit approach | We describe the audit procedures responsive to the risk of fraud in revenue recognition within the Location Technology segment in the description of our audit approach for the key audit matter "Revenue recognition Location Technology".

We considered available information and made enquiries of relevant executives, directors,
internal audit, legal, compliance, human resources and the Supervisory Board.
The fraud risks we identified, enquiries and other available information did not lead to
specific indications for fraud or suspected fraud potentially materially impacting the view
of the financial statements.
Our audit response related to risks of non-compliance with laws and regulations
We performed appropriate audit procedures regarding compliance with the provisions of
those laws and regulations that have a direct effect on the determination of material
amounts and disclosures in the financial statements. Furthermore, we assessed factors
related to the risks of non-compliance with laws and regulations that could reasonably be
expected to have a material effect on the financial statements from our general industry
experience, through discussions with the Management Board, reading minutes, inspection
of internal audit and compliance reports, and performing substantive tests of details of
classes of transactions, account balances or disclosures.
We also inspected lawyers’ letters and correspondence with regulatory authorities and
remained alert to any indication of (suspected) non-compliance throughout the audit.
Finally, we obtained written representations that all known instances of non-compliance
with laws and regulations have been disclosed to us.
Our audit response related to going concern
As disclosed in section Going concern in Note 2 "Basis for preparation", in section Capital
in Note 27 "Financial risk management" to the financial statements, and in section
"Management Board Statements - In control and responsibility statement" in the annual
report, the financial statements have been prepared on a going concern basis. When
preparing the financial statements, the Management Board made a specific assessment of
the company’s ability to continue as a going concern and to continue its operations for
the foreseeable future.
We discussed and evaluated the specific assessment with the Management Board
exercising professional judgment and maintaining professional skepticism. We considered
whether the Management Board’s going concern assessment, based on our knowledge
and understanding obtained through our audit of the financial statements or otherwise,
contains all relevant events or conditions that may cast significant doubt on the
company’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related
disclosures in the financial statements or, if such disclosures are inadequate, to modify
our opinion.
Based on our procedures performed, we did not identify material uncertainties about
going concern. Our conclusions are based on the audit evidence obtained up to the date
of our auditor’s report. However, future events or conditions may cause a company to
cease to continue as a going concern.
Our key audit matters
Key audit matters are those matters that, in our professional judgment, were of most
significance in our audit of the financial statements. We have communicated the key audit
matter to the Supervisory Board. The key audit matter is not a comprehensive reflection of
all matters discussed. In comparison with previous year, our key audit matter did not
change.

Revenue recognition - Location Technology
Risk | TomTom’s Location Technology segment includes sales contracts where revenue recognition is based on estimates and assumptions that are complex and require significant management judgment. Inherent to the nature of estimates and assumptions is that these could be influenced by management and consequently we identified the risk of fraud in revenue recognition (as mentioned in the section “Our audit response related to fraud risks“), specifically relating to: • The estimation of the expected usage in the total transaction price for contracts with Automotive customers • The estimation of the stand-alone selling price of various elements in bundled arrangements used for the allocation of the total transaction price to performance obligations For the significant accounting policies and disclosure on revenue recognition of Location Technology, reference is made to Note 5 and 6 of the consolidated financial statements.

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Our audit approach | Our audit procedures include, amongst others, evaluating the appropriateness of the company’s accounting policies related to revenue recognition accordance with IFRS 15 “Revenue from contracts with customers” and whether the accounting policies have been applied consistently. In addition, we evaluated the design and implementation of internal controls related to completeness, accuracy and timing of the revenue recognized. For a sample of contracts and contract modifications we have obtained the assessment of the contractual terms and conditions and the appropriate accounting thereof, as prepared by management. We have reviewed this assessment and the contracts with the customers and evaluated the accounting in accordance with IFRS 15. With respect to the estimation of the relative stand-alone selling price of various elements in bundled arrangements, we challenged estimates of management of the stand-alone selling prices using the latest available (historical) data and expectations, including (historical) sales price data of comparable arrangements and the standard price book. Furthermore, we evaluated the allocation of total transaction price to performance obligations based on the estimated stand-alone selling price for each performance obligation. With respect to the estimation of the total transaction price, we also challenged estimates of management by reconciliation with latest available (historical) data and expected usage data. In performing our audit procedures on the revenue recognition related estimates, we maintained our professional skepticism. We obtained audit evidence from events occurring up to the date of the auditor’s report to determine whether any events require adjustment to the financial statements. We evaluated the adequacy of the Company’s disclosures related to revenue recognition and accounting estimates, particularly whether disclosures adequately convey significant judgments and the degree of estimation uncertainty.
Key observations | We verified that management has updated the assumptions and estimates used, based on the latest available (historical) data and expectations. We evaluated that the assumptions and estimates used by management are within an acceptable range. Furthermore, we verified that the accounting policies are properly applied and the assessment of performance obligations is appropriate. Based on our procedures performed we did not identify material errors that required adjustment of the financial statements.

Report on other information included in the annual
report
The annual report contains other information in addition to the financial statements and
our auditor’s report thereon.
Based on the following procedures performed, we conclude that the other information:
• Is consistent with the financial statements and does not contain material misstatements
• Contains the information as required by Part 9 of Book 2 of the Dutch Civil Code for the
management report and the other information as required by Part 9 of Book 2 of the
Dutch Civil Code and as required by Sections 2:135b and 2:145 sub section 2 of the
Dutch Civil Code for the Remuneration report.
We have read the other information. Based on our knowledge and understanding
obtained through our audit of the financial statements or otherwise, we have considered
whether the other information contains material misstatements. By performing these
procedures, we comply with the requirements of Part 9 of Book 2 and Section 2:135b sub-
Section 7 of the Dutch Civil Code and the Dutch Standard 720. The scope of the
procedures performed is substantially less than the scope of those performed in our audit
of the financial statements.
The Management Board is responsible for the preparation of the other information,
including the management report in accordance with Part 9 of Book 2 of the Dutch Civil
Code and other information required by Part 9 of Book 2 of the Dutch Civil Code. The
Management Board and the Supervisory Board are responsible for ensuring that the
Remuneration report is drawn up and published in accordance with Sections 2:135b and
2:145 subsection 2 of the Dutch Civil Code.

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Report on other legal and regulatory requirements
and ESEF
Engagement
We were engaged by the Supervisory Board as auditor of TomTom N.V. on 24 April 2015,
as of the audit for the year 2015 and have operated as statutory auditor ever since that
date.
No prohibited non-audit services
We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU
Regulation on specific requirements regarding statutory audit of public-interest entities.
European Single Electronic Reporting Format (ESEF)
TomTom N.V. has prepared the annual report in ESEF. The requirements for this are set
out in the Delegated Regulation (EU) 2019/815 with regard to regulatory technical
standards on the specification of a single electronic reporting format (hereinafter: the RTS
on ESEF).
In our opinion, the annual report prepared in the XHTML format, including the (partially)
marked-up consolidated financial statements as included in the reporting package by
TomTom N.V., complies in all material respects with the RTS on ESEF.
The Management Board is responsible for preparing the annual report, including the
financial statements, in accordance with the RTS on ESEF, whereby the Management
Board combines the various components into a single reporting package.
Our responsibility is to obtain reasonable assurance for our opinion whether the annual
report in this reporting package complies with the RTS on ESEF.
We performed our examination in accordance with Dutch law, including Dutch Standard
3950N "Assurance-opdrachten inzake het voldoen aan de criteria voor het opstellen van
een digitaal verantwoordingsdocument" (assurance engagements relating to compliance
with criteria for digital reporting). Our examination included amongst others:
• Obtaining an understanding of the company’s financial reporting process, including the
preparation of the reporting package
• Identifying and assessing the risks that the annual report does not comply in all material
respects with the RTS on ESEF and designing and performing further assurance
procedures responsive to those risks to provide a basis for our opinion, including:
◦ Obtaining the reporting package and performing validations to determine whether
the reporting package containing the Inline XBRL instance document and the XBRL
extension taxonomy files, has been prepared in accordance with the technical
specifications as included in the RTS on ESEF
◦ Examining the information related to the consolidated financial statements in the
reporting package to determine whether all required mark-ups have been applied
and whether these are in accordance with the RTS on ESEF
Description of responsibilities regarding the
financial statements
RESPONSIBILITIES OF THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD FOR
THE FINANCIAL STATEMENTS
The Management Board is responsible for the preparation and fair presentation of the
financial statements in accordance with EU-IFRSs and Part 9 of Book 2 of the Dutch Civil
Code. Furthermore, the Management Board is responsible for such internal control as the
Management Board determines is necessary to enable the preparation of the financial
statements that are free from material misstatement, whether due to fraud or error.
As part of the preparation of the financial statements, the Management Board is
responsible for assessing the company’s ability to continue as a going concern. Based on
the financial reporting framework mentioned, the Management Board should prepare the
financial statements using the going concern basis of accounting unless the Management
Board either intends to liquidate the company or to cease operations, or has no realistic
alternative but to do so. The Management Board should disclose events and
circumstances that may cast significant doubt on the company’s ability to continue as a
going concern in the financial statements.
The Supervisory Board is responsible for overseeing the company’s financial reporting
process.
OUR RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
Our objective is to plan and perform the audit engagement in a manner that allows us to
obtain sufficient and appropriate audit evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of assurance, which
means we may not detect all material errors and fraud during our audit.
Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions
of users taken on the basis of these financial statements. The materiality affects the
nature, timing and extent of our audit procedures and the evaluation of the effect of
identified misstatements on our opinion.
We have exercised professional judgment and have maintained professional skepticism
throughout the audit, in accordance with Dutch Standards on Auditing, ethical
requirements and independence requirements. The Information in support of our opinion
section above includes an informative summary of our responsibilities and the work
performed as the basis for our opinion.

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Our audit further included among others:
• Performing audit procedures responsive to the risks identified, and obtaining audit
evidence that is sufficient and appropriate to provide a basis for our opinion
•Obtaining an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the company’s internal control
•Evaluating the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the Management Board
•Evaluating the overall presentation, structure and content of the financial statements,
including the disclosures
•Evaluating whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation
Communication
We communicate with the Supervisory Board regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any
significant findings in internal control that we identify during our audit. In this respect we
also submit an additional report to the audit committee of the Supervisory Board in
accordance with Article 11 of the EU Regulation on specific requirements regarding
statutory audit of public-interest entities. The information included in this additional report
is consistent with our audit opinion in this auditor’s report.
We provide the Supervisory Board with a statement that we have complied with relevant
ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with the Supervisory Board, we determine the key audit
matters: those matters that were of most significance in the audit of the financial
statements. We describe these matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances,
not communicating the matter is in the public interest.
The Hague, 2 February 2024
Ernst & Young Accountants LLP
Signed by T. de Kuijper

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|  | FINANCIALS | OTHER INFORMATION | PAGE 117 |

|  | TOMTOM NV | ANNUAL REPORT 2023 | PAGE 118 |

Non-financial information |  |
Non-financial indicators | 119 |  |
EU Taxonomy information | 125 |  |
GRI index | 128 |  |
Limited assurance report | 133 |  |

This section provides an overview of our sustainability-related metrics, the basis of calculation, and certain contextual information related to TomTom's ESG disclosures, included in the
Sustainability chapter and the sections contained therein as well as other metrics which are either required by GRI or are provided to give additional insights on our sustainability
performance.
People-related metrics across the company

(% of employees, unless stated otherwise) | 2023 | 2022
Employer of choice |  |
| Employee engagement score (scale from 1 to 100) | 76 | 75
| Employee voluntary turnover | 7% | 16%
| Employee total turnover | 13% | 27%
| Percentage of employees using enhanced parental leave | 2% | N/A
| Percentage of employees using care giving leave | 10% | N/A
Diversity, equity, and inclusion |  |
| Employee belonging score (scale from 1 to 100) | 74 | 73
| Ratio of the annual total compensation for the organization’s highest-paid individual (CEO) to the average annual total compensation for all other employees | 23.5 | 23.3
| Number of non-employee workers | 293 | 192
Information security and data privacy |  |
| Engineers certifiably trained on security | 19% | 9%

People-related metrics by gender

| 2023 | 2022
(number of employees, unless stated otherwise) | M | F | NB/ ND | M | F | NB/ ND
People development |  |  |  |  |  |
| Employees that completed performance review cycle as a percentage of total employees | 89% | 90% | 75% | —% | —% | —%
| Employees that completed performance review cycle as a percentage of eligible employees | 99% | 99% | 100% | 99% | 99% | 100%
| Percentage of employees making use of development leaves | 7% | 4% | —% | —% | —% | —%
Diversity, equity, and inclusion |  |  |  |  |  |
| Distribution of employees by gender: |  |  |  |  |  |
|  | Company | 2,696 | 990 | 11 | 2,761 | 1,052 | 11
|  | Company (in %) | 73% | 27% | 0% | 72% | 27% | 0%
|  | Senior management | 128 | 29 | 0 | 131 | 27 | 0
|  | Senior management (in %) | 82% | 18% | —% | 83% | 17% | —%
| Distribution of employees by region: |  |  |  |  |  |
|  | EMEA | 1,872 | 654 | 10 | 1,882 | 685 | 9
|  | AMER | 151 | 56 | 1 | 170 | 70 | 1
|  | ROW | 673 | 280 | 0 | 709 | 297 | 1
| Distribution of employees by age: |  |  |  |  |  |
|  | Aged below 30 | 355 | 178 | 2 | 381 | 216 | 2
|  | Aged between 30 and 50 | 2,044 | 739 | 6 | 2,079 | 759 | 6
|  | Aged above 50 | 297 | 73 | 3 | 301 | 77 | 3
| Distribution of employees by category: |  |  |  |  |  |
|  | Permanent | 2,662 | 956 | 11 | 2,721 | 1,014 | 10
|  | Temporary | 34 | 34 | 0 | 40 | 38 | 1
|  | Full-time | 2,583 | 906 | 10 | 2,625 | 955 | 9
|  | Part-time | 113 | 84 | 1 | 136 | 97 | 2

1. M (Male), F (Female), NB (Non-binary), ND (Not disclosed).

| NON-FINANCIAL INDICATORS |  |

|  | NON-FINANCIAL INFORMATION | PAGE 119 |

Emission-related metrics

(tonnes CO 2 e, unless stated otherwise) | 2023 | 2022 | Method 3
Scope 1 1 | 1,301 | 1,860 | Combination
| Facilities | 282 | 419 | Combination
|  | EMEA | 196 | 326 |
|  | NAM | 81 | 79 |
|  | APAC | 5 | 14 |
| Lease fleet | 404 | 652 | Asset-specific
| MoMA vehicles | 615 | 789 | Asset-specific
Scope 2 (Location) | 2,342 | 2,825 |
| Facilities | 2,342 | 2,825 | Combination
|  | EMEA | 1,577 | 2,003 |
|  | NAM | 107 | 208 |
|  | APAC | 658 | 614 |
Scope 2 (Market)2 | 678 | 1,305 | Combination
| Facilities | 678 | 1,305 | Combination
|  | EMEA | 404 | 604 |
|  | NAM | 54 | 87 |
|  | APAC | 220 | 614 |
Scope 3 | 18,957 | 18,470 |
| Purchased goods and services | 11,916 | 13,126 |
|  | Cloud computing | 100 | 187 |
| Capital goods | 1,806 | 705 |
| Upstream transportation and distribution | 1,270 | 1,591 |
| Business travel | 3,430 | 2,468 |
| Employee commute | 335 | 319 |
| Downstream transportation and distribution | 200 | 261 |
Total emissions | 20,936 | 21,635 | Combination
|  | Emission intensity (per FTE)4 | 1.55 | 1.44 |
|  | Emission intensity (mtC0 2 per thousand € of revenue) | 0.04 | 0.04 |

1. Year-on-year reduction resulting from office closures and the electrification of our lease fleet.
2. Year-on-year reduction resulting from increase of the proportion of renewable energy, as well as office closures.
3. Calculation methods are derived from the GHG Protocol and are explained in this section.
4. Emissions include Scope 1 and 2 (market-based), as well as Scope 3 emissions from business travel and employee
commute.
Environment-related metrics

(various units, stated separately) | 2023 | 2022
Energy usage |  |
| Share of renewable electricity (%) | 86% | 69%
| Final energy usage in Netherlands (GJ) | 8,173 | 11,430
|  | Amsterdam | 7,380 | 10,600
|  | Eindhoven | 793 | 830
| Energy intensity in Netherlands (GJ/m 2 | 0.39 | 0.53
|  | Amsterdam | 0.42 | 0.61
|  | Eindhoven | 0.24 | 0.20
Green Building Program |  |
| Number of offices eligible for certification | 18 | 28
| Number of BREEAM or LEED certifications | 9 | 10
| Share of certified green buildings (%) | 50% | 36%
Water usage |  |
| Water use in Netherlands (m 3) | 4,280 | 3,288
|  | Amsterdam | 3,982 | 2,959
|  | Eindhoven | 298 | 329
| Water efficiency in Netherlands (m 3/FTE) | 3.92 | 3.11
|  | Amsterdam | 4.48 | 3.50
|  | Eindhoven | 1.47 | 1.56
Operational waste |  |
| Waste in Netherlands (kg) | 26,092 | 39,865
|  | Reuse | —% | —%
|  | Recycle | 49% | 45%
|  | Compost | 21% | 25%
|  | Energy recovery | 30% | 31%
|  | Landfill | —% | —%

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P EOPLE-RELATED METRICS
This section provides an explanation of all people-related indicators distributed across the
three material topics, being Employer of choice, People development, Diversity, equity, and
inclusion (DEI) as well as the training-related metric from the Information security and data
privacy topic. Unless otherwise indicated, the term 'employee' includes all individuals with
employment contracts, including interns. Contingent workers or contractors are not included
in this definition.
Employee engagement and Belonging score
Employee engagement and Belonging score is measured bi-annually, through an anonymous
survey sent out to all employees. Individuals who are known to be leaving the company and
interns, are excluded from the survey results.
We utilize a widely-used external tool for this survey, which also provides benchmark scores
specific to the Technology industry. To ensure accuracy, we have implemented controls to
provide our external tool provider with a complete employee list, allowing everyone to
participate in the survey. The outcome of the survey can range between 0 and 100.
Employee (voluntary) turnover ratio
Employee (voluntary) turnover ratio is measured as the total number of (voluntary) leavers
over the last twelve months divided by the average number of employees over the last
twelve months. All employees with employment contracts are included except for interns.
Percentage of employees that make use of enhanced parental leave, caregiver leave and
development leave.
These percentages are derived from data in our HR system, representing the number of
employees (excluding interns) who have requested enhanced parental, caregiver, or
development leaves since the implementation of these initiatives in March 2023, divided by
the average number of employees (excluding interns) for the selected period. Comparative
numbers for 2022 are not available as these leaves were introduced in 2023.
Enhanced parental leaves constitute additional parental leaves offered to employees on top
of the statutory parental leaves the eligible employees are entitled to take in their respective
country of employment.
Caregiver leaves are leaves of up to five working days that employees can avail to care for
family members or other important persons in their life, when such care is required.
Development leaves constitute leaves of absence for the purposes of taking courses,
attending conferences, or engage in other structured learning that will contribute to the
employees' personal development. Paid development leave can be taken for up to ten days
per year.
Number of non-employee workers
The number of non-employee workers represents the number of external contingent workers
who are not employed by the company but are contracted to support the primary activities of
the company. The number presented is the headcount at 31 December.
Number of employees that have completed performance review cycles as a percentage of
total employees
These percentages are calculated as the number of employees that have completed a
previous-year performance review in the current yea r divided by the total number of
employees (excluding interns) at 31 December.
Number of employees that have completed performance review cycles as a percentage of
number of entitled employees
These percentages are calculated as the number of employees that have completed a
previous-year performance review cycle in the current year divided by total number of
employees (excluding interns) at 31 December that were actually entitled to take part in the
previous year's performance review cycle. Employees hired since the fourth quarter of the
previous year are not entitled to take part and hence are excluded from the denominator.
Distribution of employees by gender, seniority, region, age, and employee type
Data on characteristics of our workforce such as age, gender, country of employment,
employee type are captured in our HR system. The data on the distribution of our employees
covers all individuals with an employment contract with TomTom, including interns.
Our employees can identify themselves as male, female, or non-binary. Employees also have
the option to withhold from disclosing their gender should they prefer to do so. Less than 1%
of our workforce prefers not to disclose their gender identity or identifies as non-binary.
Senior management is defined as director and above (i.e., grade 19 and up) as administrated
in our HR system.
Pay ratio between highest paid individual and the average annual compensation of all
other employees
The pay ratio is calculated by dividing the total compensation of the CEO as disclosed in the
Remuneration report with the average annual compensation of all other employees. The
average compensation of all other employees is calculated as the total of all compensations
and benefits excluding social securities, divided by the average number of FTEs (excluding
interns) during the year.
Information security and data privacy
We prioritize information security and data privacy in our products and services, following a
safety-, security-, and privacy-by-design approach. Our full product and service life cycle
emphasizes user privacy, providing security of and control over personal data.
We have a dedicated Group Safety and Security function with established processes and
controls. Reporting mechanisms cover topics like the risk of security breaches in our
information systems and products. The Safety and Security Committee regularly meets to
monitor risks, investments, and progress in reducing safety and security risks. We place great
importance on maintaining the highest standards of product safety and security, with various
training options available for employees, including group-wide security awareness training
and specialized sessions for specific groups of employees.

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Percentage of engineers certifiably trained on security
In 2022, we launched the Security Journey, a program offering specialized security training
for software engineers. The training aims to detect security vulnerabilities early and reduce
their occurrence over time. Our software engineers follow different learning paths, such as
the white belt and yellow belt, each consisting of a set number of modules. Completion of
applicable training paths is mandatory for engineers working on customer-facing
applications. Our KPI focuses on tracking the completion of training paths that apply to all
engineers. If a training path changes after completion, engineers are still considered to have
successfully finished based on the program as it was when they completed the modules.
The online security training platform includes a dashboard feature that allows us to track the
completion of security training by software engineers. Within TomTom, roles are categorized
as software engineering or non-software engineering in our HR system. Software engineers
are defined as individuals involved in designing, developing, testing, deploying, and
managing our software or services. For our KPI we only consider software engineers
employed by TomTom in the 'maps' and 'platform products' clusters and exclude contractors.
T o calculate the percentage of software engineers who completed the white and yellow belt
training paths as of December 31st, we divide the number of engineers who completed both
belts by the total number of employed software engineers.
ENVIRONMENT-RELATED METRICS
This section provides explanation of various environmental metrics such as our own carbon
emissions, as well as other metrics which we believe are useful to be reported on, although
they do not form part of our material topics.
CO 2 E EMISSIONS
We report our emission s as per the methods set out in the GHG Protocol. Under the GHG
Protocol, emissions are categorized into Scope 1, 2, and 3. Scope 1 focuses on direct
emissions, mainly from company facilities and vehicles. Scope 2 captures indirect emissions
resulting from purchased electricity, district heating, and cooling. Scope 3 focuses on all
other indirect emissions that occur in a company’s value chain, both upstream and
downstream. We only report on CO 2 emissions as part of the GHG protocol as all other
emission types (i.e., CH 4, N 2 O, HFCs, PFCs, SF 6, NF 3, ODS) have been determined to not be
applicable or deemed immaterial for the group.
Aside from categorizing emissions into three scopes, the GHG Protocol also provides
guidance on how to set organizational boundaries as regards to emissions reporting. We
report on emissions from all entities over which we have operational control, as per the
organizational boundary-setting methodology under the GHG Protocol. Consequently, our
reporting includes emissions from owned as well as leased assets.
Scope 1 emissions
The reported Scope 1 e mission figures have been carefully computed. Due to limited real-
time data availability, we have applied diverging methodologies per emissions source.
Under the GHG Protocol, several calculation methods are given. The most accurate reporting
is achieved by using the asset-specific method, which consider s actual emissions from
individual assets. This method requires detailed consumption data. Should these data not be
available, the average-data method allows us to calculate emissions from assets using
externally-sourced emission factors and intensities. Figures for most sources of emissions are
computed using a combination of the asset-specific and average-data method, as applicable.
Facilities
A portion of our Scope 1 emissions originate from fossil fuel consumption for office heating
and fugitive refrigerants. These emissions are estimated using actual consumption data for all
of our offices in the Netherlands, o ur Lebanon, NH, office, o ur offices in Lodz, and a few
minor offices. During 2023, there were no leakages of refrigerants reported for these offices.
As per the GHG Protocol, we have prioritized the asset-specific method of calculating our
emissions over other methods. Data on our actual consumption was calculated from bills,
invoices, and (smart) consumption meters, where applicable. When full year data is not
available, we extrapolate the consumption data.
For offices where actual consumption data is not available, we compute emissions using the
average-data method. We use the most recent available figures from the U.S. Energy
Information Administration’s (EIA) Commercial Buildings Energy Consumption Survey
(CBECS) as our main source of office energy intensity, corrected for applied heating and
cooling methods, building use and localized climates across our global footprint. The
correction for localized climate was mainly done using EIA data and data from European
Climate Design. Energy intensity figures are multiplied by gross leasable floor space, to arrive
at consumption estimates.
To make the translation from consumption figures to emissions, we relied primarily on
emission factors for each type of consumed fuel as reported by the EIA. In applying the
reported emission factor for natural gas, which was based on gigajoules (GJ), our natural gas
consumption was translated to GJ using net calorific values per cubic meter as reported by
the Netherlands Enterprise Agency.
Vehicle fleet
Our vehicles also contribute to our Scope 1 emissions. We operate a fleet of leased
passenger vehicles and an array of specialist Mobile Mapping (MoMa) vehicles.
We collected consumption data for all MoMa vehicles and the vast majority of leased
passenger vehicles. Fuel consumption is converted to emissions using established emission
factors per fuel source. For vehicles where mileage data was not available, we estimated the
emissions using average vehicle emissions across our fleet.

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Scope 2 emissions
Scope 2 includes our indirect emissions from purchased electricity and district heating.
These emissions center around our office locations, both owned and leased.
Facilities
Actual consumption data was available for our offices in the Netherlands, our Lebanon, NH,
office, our offices in Lodz, and a few minor offices. Data on the consumption of electricity,
heating, and cooling, was collected from (smart) consumption meters, invoices, and bills,
where applicable.
For the offices for which we could not obtain actual data, we used average-data formulas to
estimate energy consumption for other offices. Consumption was estimated by using energy
intensity figures from EIA’s CBECS and gross leasable floor area data. In using the energy
intensity figures we adjusted for applied heating and cooling methods, building use, and
localized climates, where appropriate. Corrections for local climate where made using
assumed climate regions gathered from the EIA and data from European Climate Design. We
aim to strengthen our data collection in 2024 to further improve data accuracy and
consistency.
The GHG Protocol demands us to report on Scope 2 emissions using two methods, being
location-based and market-based. Location-based emissions from purchased electricity and
district heating are computed using grid average emission factors per location. The location-
based method does not allow for the consideration of contractual instruments. Conversely,
using the market-based method, we take the renewable energy certificates in place for our
energy consumption in offices in the Netherlands, Belgium, Poland, and some other
locations, into consideration, thereby lowering our overall footprint.
To convert consumption data to emissions, we apply grid average emissions data from a
multitude of local sources. For our offices in Europe, we leverage data from the European
Environment Agency, while U.S. grid average emissions are gathered from the U.S.
Environmental Protection Agency (EPA). Similarly, grid average emissions from local national
bodies were used for other countries. In all, local-specific grid average emissions were used
for both emissions from purchased electricity as well as purchased heating and cooling.
Scope 3 emissions
For Scope 3 emissions we report on categories below that have been assessed to be
material. All other Scope 3 categories which are not included below have been assessed to
be not material or relevant for the group. Methodologies for calculating emissions for each of
the categories is explained below.
Purchased goods and services and Capital goods
Emissions from purchased goods and services are calculated, to the extent possible, using
s upplier-specific information received directly from suppliers or estimated based on publicly
available information such as annual reports or websites, when deemed appropriate. T he
supplier-specific information includes data on emissions from our cloud usage, reported
through dedicated dashboards that are managed by our cloud service providers. In case the
emission data was not available for the full year, we extrapolated the data using current-year
as well as previous years' usage trends. When supplier-specific emission data is used we
include their Scope 1 and Scope 2 (market-based) emissions in our calculation for Scope 3
emissions.
When supplier-specific information is not available we calculated the emissions using 2021
spend-based factors from the U.S. Environmental Protection Agency (EPA). The percentage
of emissions calculated using supplier-specific data in 2023 were 3% (2022: 7%) for
Purchased goods and services and 0% (2022: 17%) for Capital goods.
Business travel
Emissions from business travel includes emissions from air travel, hotels, rail travel, and car
rentals. The emissions are calculated by a third party service provider (Advito) using their
own proprietary and ISO certified methodology (GATE4).
Upstream and downstream transportation
Emissions from upstream and downstream transportation are calculated using supplier-
specific i nformation or 2021 spend-based factors from the EPA, where supplier-specific
information was not available. Our supplier-specific emissions for the current reporting year
are estimated based on prior-year data when required. The percentage of emissions
calculated using supplier-specific data in 2023 was 77% (2022: 78%) for Upstream
transportation and 28% (2022: 74%) for Downstream transportation.
Employee commute
Emissions from employee commute were calculated using inputs such as actual or estimated
data on commuting distance, mode of transport, frequency of commuting, and 2023 emission
factors from the U.K. Department for Environment, Food and Rural Affairs (Defra). As the
majority of this calculation is based on estimates, e mployee surveys were sent out to identify
travel patterns and distances in order to determine what population to include for calculation
purposes. We used a combination of distance-based method and average-data method for
calculating the emissions of our largest office locations providing us with coverage of more
than 90% for total employee commute.
Emission intensity per FTE
Emission intensity per FTE is calculated as the total of Scope 1, Scope 2 (market-based), and
Scope 3 emissions from business travel and employee commute divided by the average
number of FTE during the year.

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OTHER ENVIRONMENTAL METRICS
Share of renewable electricity
Share of renewable electricity is calculated as the total electricity usage in the offices that
make use of renewable electricity or for which we have purchased renewable energy
certificates divided by total electricity usages of all offices.
Final energy usage in the Netherlands
Final energy usage in the Netherlands represents the total energy we use in our offices in the
Netherlands from electricity, natural gas, and (thermal) heating. This measure does not take
into account the generation and transportation of energy from the power plant to the
building, as is the case with the measure of primary energy.
The previously reported primary energy usage in 2022 has been replaced with final energy
usage for comparability with 2023 figures.
Energy intensity in the Netherlands
Energy intensity in the Netherlands is calculated as the final energy usage (in GJ) divided by
the total lettable floor area for our offices in Amsterdam and Eindhoven.
Operational waste in the Netherlands
Operational waste in the Netherlands only includes waste generated in the day-to-day
operations of our offices in Amsterdam and Eindhoven and excludes waste generated from
the renovation of office buildings.
EXTERNAL ASSURANCE
EY has provided limited assurance on the sustainability information in the Sustainability
chapter and the accompanying metrics on pages 119 and 120, with the exception of the EU
Taxonomy disclosure.
Please refer to the Limited Assurance report of the independent audi tor on pages 133 and
134.

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EU TAXONOMY ANALYSIS ON TURNOVER

|  |  |  | Substantial contribution criteria | Do no significant harm criteria |  |  |  |
Economic activities | Codes | Absolute Turnover (€ '000) | Proportion of Turnover | Climate change mitigation | Climate change adaptation | Water and marine resources | Circular economy | Pollution | Biodiversity and ecosystems | Climate change mitigation | Climate change adaptation | Water and marine resources | Circular economy | Pollution | Biodiversity and ecosystems | Minimum safeguards | Taxonomy aligned (A.1) or eligible (A.2) proportion of turnover 2023 | Category (enabling category) | Category (transitional activity)
A. Taxonomy eligible activities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
A.1. Environmentally sustainable activities (Taxonomy- aligned) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Turnover of environmentally sustainable activities (Taxonomy aligned) (A.1) |  | — | —% |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Of which Enabling |  | — | —% |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Of which Transitional |  | — | —% |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
A.2. Taxonomy eligible but not environmentally sustainable activities (non Taxonomy aligned activities) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Turnover of Taxonomy eligible but not environmentally sustainable activities (non Taxonomy aligned activities) (A.2) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total (A.1 + A.2) |  | — | —% |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
B. Taxonomy non eligible activities |  | — | —% |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Turnover of taxonomy non eligible activities |  | 584,760 | 100% |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total (A + B) |  | 584,760 | 100% |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

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EU TAXONOMY ANALYSIS ON CAPEX

|  |  |  | Substantial contribution criteria | Do no significant harm criteria |  |  |  |
Economic activities | Codes | Absolute CAPEX (€ '000) | Proportion of CAPEX | Climate change mitigation | Climate change adaptation | Water and marine resources | Circular economy | Pollution | Biodiversity and ecosystems | Climate change mitigation | Climate change adaptation | Water and marine resources | Circular economy | Pollution | Biodiversity and ecosystems | Minimum safeguards | Taxonomy aligned (A.1) or eligible (A.2) proportion of CapEx 2023 | Category (enabling category) | Category (transitional activity)
A. Taxonomy eligible activities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
A.1. Environmentally sustainable activities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
7.3. Installation, maintenance and repair of energy efficiency equipment | F42, F43, M71, C16, C17, C22, C23, C25, C27, C28, S95.21, S95.22, C33.12 | 41 | 0.12% | 100% | —% | —% | —% | —% | —% |  | Y | Y | Y | Y | Y | Y | 0.12% | E |
7.5. Installation, maintenance and repair of instruments and devices for measuring, regulation and controlling energy performance of buildings | F42, F43, M71, and C16, C17, C22, C23, C25, C27, C28 | 426 | 1.30% | 100% | —% | —% | —% | —% | —% |  | Y | Y | Y | Y | Y | Y | 1.30% | E |
CAPEX of environmentally sustainable activities (Taxonomy aligned) (A.1) |  | 467 | 1.42% | 100% | —% | —% | —% | —% | —% |  |  |  |  |  |  |  | 1.42% |  |
Of which Enabling |  | 467 | 1.42% | 100% | —% | —% | —% | —% | —% |  |  |  |  |  |  |  | 100.0% | E |
Of which Transitional |  | — | —% | —% | —% | —% | —% | —% | —% |  |  |  |  |  |  |  | —% |  |
A.2. Taxonomy eligible but not environmentally sustainable activities (non Taxonomy aligned activities) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  | EL;N/EL | EL;N/EL | EL;N/EL | EL;N/EL | EL;N/EL | EL;N/EL |  |  |  |  |  |  |  |  |  |
6.5. Transport by motorbikes, passenger cars and light commercial vehicles | H49.32, H49.39, H77.11 | 1,718 | 5.21% | EL | N/EL | N/EL | N/EL | N/EL | N/EL |  |  |  |  |  |  |  | 5.21% |  |
CAPEX of Taxonomy eligible but not environmentally sustainable activities |  | 1,718 | 5.21% | 100% | —% | —% | —% | —% | —% |  |  |  |  |  |  |  | 5.21% |  |
Total (A.1 + A.2) |  | 2,185 | 6.63% |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
B. Taxonomy non eligible activities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
CAPEX of taxonomy non eligible activities |  | 30,773 | 93.37% |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total (A + B) |  | 32,958 | 100.00% |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

1. Absolute CAPEX includes additions to Property, plant and equipment under IAS 16, Intangible assets under IAS 38, as well as additions (including reassessments) to Right-of-use assets under IFRS 16.

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EU TAXONOMY ANALYSIS ON OPEX

|  |  |  | Substantial contribution criteria | Do no significant harm criteria |  |  |  |
Economic activities | Codes | Absolute OPEX (€ '000) | Proportion of OPEX | Climate change mitigation | Climate change adaptation | Water and marine resources | Circular economy | Pollution | Biodiversity and ecosystems | Climate change mitigation | Climate change adaptation | Water and marine resources | Circular economy | Pollution | Biodiversity and ecosystems | Minimum safeguards | Taxonomy aligned (A.1) or eligible (A.2) proportion of OPEX 2023 | Category (enabling category) | Category (transitional activity)
A. Taxonomy eligible activities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
A.1. Environmentally sustainable activities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
6.4. Operation of personal mobility devices, cycle logistic | N77.11, N77.21 | 4 | —% | 100% | —% | —% | —% | —% | —% |  | Y | Y | Y | Y | Y | Y | —% | E |
7.4. Installation, maintenance and repair of charging stations for electric vehicles in buildings (and parking spaces attached to buildings) | F42, F43, M71, C16, C17, C22, C23, C25, C27, C28 | 8 | —% | 100% | —% | —% | —% | —% | —% |  | Y | Y | Y | Y | Y | Y | —% | E |
7.5. Installation, maintenance and repair of instruments and devices for measuring, regulation and controlling energy performance of buildings | F42, F43, M71, and C16, C17, C22, C23, C25, C27, C28 | 3 | —% | 100% | —% | —% | —% | —% | —% |  | Y | Y | Y | Y | Y | Y | —% | E |
9.3. Professional services related to energy performance of buildings | M71 | 69 | 0.02% | 100% | —% | —% | —% | —% | —% |  | Y | Y | Y | Y | Y | Y | 0.02% | E |
OPEX of environmentally sustainable activities (Taxonomy aligned) (A.1) |  | 84 | 0.02% | 100% | —% | —% | —% | —% | —% |  |  |  |  |  |  |  | 0.02% |  |
Of which Enabling |  | 84 | 0.02% | 100% | —% | —% | —% | —% | —% |  |  |  |  |  |  |  | 100% | E |
Of which Transitional |  | — | —% | —% | —% | —% | —% | —% | —% |  |  |  |  |  |  |  | —% |  |
A.2. Taxonomy eligible but not environmentally sustainable activities (non Taxonomy aligned activities) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|  |  |  | EL;N/EL | EL;N/EL | EL;N/EL | EL;N/EL | EL;N/EL | EL;N/EL |  |  |  |  |  |  |  |  |  |
3.2 Renovation of building | F41 and F43 | 203 | 0.06% | N/EL | N/EL | N/EL | EL | N/EL | N/EL |  |  |  |  |  |  |  | 0.06% |  |
OPEX of Taxonomy eligible but not environmentally sustainable activities |  | 203 | 0.06% | —% | —% | —% | 100% | —% | —% |  |  |  |  |  |  |  | 0.06% |  |
Total (A.1 + A.2) |  | 287 | 0.08% |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
B. Taxonomy non eligible activities |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
OPEX of taxonomy non eligible activities |  | 366,386 | 99.92% |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Total (A + B) |  | 366,470 | 100% |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

1. Absolute OPEX includes direct non-capitalized costs that relate to research and development, building renovation measures, short-term lease, maintenance and repair, and any other direct expenditures relating to the day-to-day servicing of
assets of property, plant, and equipment by the undertaking or third party to whom activities are outsourced that are necessary to ensure the continued and effective functioning of such assets.

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Disclosure number |  | Disclosure name |  | Section reference
Statement of use
GRI 1 |  | TomTom N.V. has reported the information cited in this GRI content index for the period January 1, 2023 to December 31 2023, with reference to the GRI Standards
General disclosures
2-1 |  | Organizational details |  | Our approach to sustainability - Basis of preparation Notes to the consolidated financial statements - General
2-2 |  | Entities included in the organization’s sustainability reporting |  | Our approach to sustainability - Basis of preparation Notes to the consolidated financial statements - Basis of consolidation Supplementary information - List of subsidiaries
2-3 |  | Reporting period, frequency and contact point |  | Our approach to sustainability - Basis of preparation Notes to the consolidated financial statements - General
2-4 |  | Restatements of information |  | Our approach to sustainability - Basis of preparation
2-5 |  | External assurance |  | Our approach to sustainability - Basis of preparation
2-6 |  | Activities, value chain, and other business relationships |  | We are TomTom
2-7 |  | Employees |  | Non-financial information - Non-financial indicators
2-8 |  | Workers who are not employees |  | Non-financial statements - Non-financial indicators
2-9 |  | Governance structure and composition |  | Sustainability - Governance Governance - Corporate Governance Governance - Management Board Governance - Supervisory Board
2-10 |  | Nomination and selection of the highest governance body |  | Governance - Management Board Governance - Supervisory Board
2-11 |  | Chair of the highest governance body |  | Governance - Supervisory Board
2-12 |  | Role of the highest governance body in overseeing the management of impacts |  | Sustainability - Our approach to sustainability Governance - Supervisory Board
2-13 |  | Delegation of responsibility for managing impacts |  | Governance - Management Board
2-14 |  | Role of the highest governance body in sustainability reporting |  | Sustainability - Our approach to sustainability Governance - Supervisory Board
2-15 |  | Conflicts of interest |  | Governance - Management Board - Conflicts of interest Governance - Supervisory Board - Conflicts of interest
2-16 |  | Communication of critical concerns |  | Governance - Supervisory Board report
2-17 |  | Collective knowledge of the highest governance body |  | Governance - Supervisory Board report
2-18 |  | Evaluation of the performance of the highest governance body |  | Governance - Supervisory Board report
2-19 |  | Remuneration policies |  | Governance - Remuneration report
2-20 |  | Process to determine remuneration |  | Governance - Remuneration report

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2-21 |  | Annual total compensation ratio |  | Not applicable - TomTom is using the average annual total remuneration per FTE, instead of the median annual total remuneration per FTE as required by the GRI. We have applied this different indicator in order to comply with the disclosure requirements of the Dutch Corporate Governance Code. The Dutch Corporate Governance Code is embedded in Dutch law as a comply or explain requirement, while GRI is not embedded.
2-22 |  | Statement on sustainable development strategy |  | Sustainability - Our approach to sustainability
2-23 |  | Policy commitments |  | Sustainability - Governance
2-24 |  | Embedding policy commitments |  | Sustainability - Governance
2-25 |  | Processes to remediate negative impacts |  | Sustainability - Social - Taking on board TomTom'ers' feedback Sustainability - Governance - Ethical business practices
2-26 |  | Mechanisms for seeking advice and raising concerns |  | Sustainability - Governance - Ethical business practices
2-27 |  | Compliance with laws and regulations |  | Governance - Corporate governance - Compliance with laws and regulations
2-28 |  | Membership associations |  | We are TomTom - Message from the CEO We are TomTom - Our strategy We are TomTom - How we create value Sustainability - Governance - Data sourcing and partnerships
2-29 |  | Approach to stakeholder engagement |  | Sustainability - Our approach to sustainability
2-30 |  | Collective bargaining agreements |  | While employees in certain countries may be part of collective bargaining agreements, this information is currently not centrally tracked and hence not yet available for reporting purposes.

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GRI standard |  | Disclosure |  | Section reference
Material topics
GRI 3: Material Topics 2021 |  | 3-1 Process to determine material topics |  | Sustainability - Our approach to sustainability
|  | 3-2 List of material topics |  | Sustainability - Our approach to sustainability
Climate change actions
GRI 3: Material Topics 2021 |  | 3-3 Management of material topics |  | Sustainability - Our approach to sustainability Sustainability - Environment - Promoting environmental sustainability Sustainability - Environment - Climate change actions
GRI 305: Emissions 2016 |  | 305-1 Direct (Scope 1) GHG emissions |  | Sustainability - Environment - Climate change actions Non-financial information - Non-financial indicators - Emission-related metrics
|  | 305-2 Energy indirect (Scope 2) GHG emissions |  | Sustainability - Environment - Climate change actions Non-financial information - Non-financial indicators - Emission-related metrics
|  | 305-3 Other indirect (Scope 3) GHG emissions |  | Sustainability - Environment - Climate change actions Non-financial information - Non-financial indicators - Emission-related metrics
|  | 305-4 GHG emissions intensity |  | Sustainability - Environment - Climate change actions Non-financial information - Non-financial indicators - Emission-related metrics
|  | 305-5 Reduction of GHG emissions |  | Sustainability - Environment - Climate change actions Non-financial information - Non-financial indicators - Emission-related metrics
|  | 305-6 Emissions of ozone-depleting substances (ODS) |  | Not material for the group and therefore not disclosed
Own indicators |  | CO 2 e emissions across Scopes 1, 2, and 3 (tonnes CO 2-equivalent) |  | Sustainability - Environment - Climate change actions Non-financial information - Non-financial indicators - Emission-related metrics
|  | Renewable electricity usage as a percentage of total electricity consumption |  | Sustainability - Environment - Climate change actions Non-financial information - Non-financial indicators - Emission-related metrics
Employer of choice
GRI 3: Material Topics 2021 |  | 3-3 Management of material topics |  | Sustainability - Our approach to sustainability Sustainability - Social - Our people drive our impact Sustainability - Social - Employer of choice
GRI 401: Employment 2016 |  | 401-1 New employee hires and employee turnover |  | Non-financial information - Non-financial indicators - People-related metrics across the company
|  | 401-2 Benefits provided to full-time employees that are not provided to temporary or parttime |  | Sustainability - Social - Our people drive our impact This will not be disclosed in more detail
|  | 401-3 Parental leave |  | Non-financial information - Non-financial indicators - People-related metrics across the company We will only be reporting on enhanced parental leave
Own indicator |  | Employee engagement score (as number from 1 to 100) |  | Sustainability - Social - Employer of choice Non-financial information - Non-financial indicators - People-related metrics across the company

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GRI standard |  | Disclosure |  | Section reference
People development
GRI 3: Material Topics 2021 |  | 3-3 Management of material topics |  | Sustainability - Our approach to sustainability Sustainability - Social - Our people drive our impact Sustainability - Social - People development
GRI 404: Training and Education 2016 |  | 404-1 Average hours of training per year per employee |  | Data not yet available and therefore not disclosed
| 404-2 Programs for upgrading employee skills and transition assistance programs |  | Sustainability - Social - People development
| 404-3 Percentage of employees receiving regular performance and career development reviews |  | Non-financial information - Non-financial indicators - People-related metrics by gender. Breakdown by employee category is not available and hence is not provided
Own indicator |  | Number of employees making use of development leaves |  | Sustainability - Social - People development Non-financial information - Non-financial indicators - People-related metrics by gender
Diversity, equity, and inclusion
GRI 3: Material Topics 2021 |  | 3-3 Management of material topics |  | Sustainability - Our approach to sustainability Sustainability - Social - Our people drive our impact Sustainability - Social - Diversity, equity, and inclusion
GRI 405: Diversity and Equal Opportunity 2016 |  | 405-1 Diversity of governance bodies and employees |  | Non-financial information - Non-financial indicators - People-related metrics by gender
| 405-2 Ratio of basic salary and remuneration of women to men |  | Data not yet available and therefore not disclosed
Own indicators |  | Gender diversity ratio at company and senior management level |  | Non-financial information - Non-financial indicators - People-related metrics by gender
| Employee belonging score (as number from 1 to 100) |  | Sustainability - Social - Diversity, equity, and inclusion Non-financial information - Non-financial indicators - People-related metrics across the company
Data security and privacy
GRI 3: Material Topics 2021 |  | 3-3 Management of material topics |  | Sustainability - Our approach to sustainability Sustainability - Governance - Making impact, responsibly Sustainability - Governance - Data security and privacy
Own indicator |  | Percentage of engineers certifiably trained on data security |  | Sustainability - Governance - Data security and privacy Non-financial information - Non-financial indicators - People-related metrics across the company
Data sourcing and partnerships
GRI 3: Material Topics 2021 |  | 3-3 Management of material topics |  | Sustainability - Our approach to sustainability Sustainability - Governance - Making impact, responsibly Sustainability - Governance - Data sourcing and partnerships
Own indicator |  | No specific KPI set yet |  | Not applicable

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GRI standard |  | Disclosure |  | Section reference
Responsible AI and automation
GRI 3: Material Topics 2021 |  | 3-3 Management of material topics |  | Sustainability - Our approach to sustainability Sustainability - Governance - Making impact, responsibly Sustainability - Governance - Responsible AI and automation
Own indicator |  | No specific KPI set yet |  | Not applicable

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To: the shareholders and Supervisory Board of TomTom N.V.
Limited assurance report of the independent
auditor on the sustainability information
OUR CONCLUSION
We have performed a limited assurance engagement on the sustainability information in the
accompanying annual report 2023 of TomTom N.V. at Amsterdam.
Based on our procedures performed and the assurance information obtained, nothing has
come to our attention that causes us to believe that the sustainability information does not
present fairly, in all material respects:
• The policy with regard to sustainability matters
• The business operations, events and achievements in that area in 2023
in accordance with the applicable criteria as included in the section "Criteria".
The sustainability information in scope is included in chapter "Sustainability", with the
exception of the section EU Taxonomy, and the pages 119 up to 120 of the section "Non-
financial information" of the annual report.
BASIS FOR OUR CONCLUSION
We have performed our limited assurance engagement on the sustainability information in
accordance with Dutch law, including Dutch Standard 3810N, “Assurance-opdrachten inzake
duurzaamheidsverslaggeving”(Assurance engagements relating to sustainability reporting),
which is a specified Dutch standard that is based on the International Standard on Assurance
Engagements (ISAE) 3000, “Assurance engagements other than audits or reviews of
historical financial information”. Our responsibilities in this regard are further described in the
section ‘Our responsibilities for the assurance engagement on the sustainability information’
of our report.
We are independent of TomTom N.V. in accordance with the Verordening inzake de
onafhankelijkheid van accountants bij assurance-opdrachten (ViO, Code of Ethics for
Professional Accountants, a regulation with respect to independence). This includes that we
do not perform any activities that could result in a conflict of interest with our independent
assurance engagement. Furthermore we have complied with the Verordening gedrags- en
beroepsregels accountants (VGBA, Dutch Code of Ethics for Professional Accountants).
We believe that the assurance evidence we have obtained is sufficient and appropriate to
provide a basis for our conclusion.
CRITERIA
The criteria applied for the preparation of the sustainability information are the GRI
Sustainability Reporting Standards (GRI Standards) and the criteria supplementally applied as
disclosed in section ”Basis of preparation” in chapter “Sustainability” of the annual report.
The sustainability information is prepared with reference to the GRI Standards. The GRI
Standards used are listed in the GRI Content Index as disclosed on pages 128 up to 132 of
the annual report.
The comparability of sustainability information between entities and over time may be
affected by the absence of a uniform practice on which to draw, to evaluate and measure this
information. This allows for the application of different, but acceptable, measurement
techniques. Consequently, the sustainability information needs to be read and understood
together with the criteria applied.
CORRESPONDING INFORMATION NOT ASSURED
The sustainability information for the period up to 2022 has not been part of an assurance
engagement with the exception of the following indicators:
• Employee engagement score
• Gender diversity ratio
◦ TomTom all employees
◦ TomTom senior management
• Scope 1, 2 and 3 CO2e emissions
• Percentage of engineers certifiably trained on security
Consequently, the corresponding sustainability information other than the indicators
mentioned above and thereto related disclosures in the annual report for the period up to
2022 are not assured.
Our conclusion is not modified in respect of this matter.
LIMITATIONS TO THE SCOPE OF OUR ASSURANCE ENGAGEMENT
The sustainability information includes prospective information such as ambitions, strategy,
plans, expectations, and estimates. Prospective information relates to events and actions that
have not yet occurred and may never occur. We do not provide assurance on the
assumptions and achievability of this prospective information.
The references to external sources or websites in the sustainability information are not part
of the sustainability information as included in the scope of our assurance engagement. We
therefore do not provide assurance on this informati on.
Our conclusion is not modified in respect of these matters.

| LIMITED ASSURANCE REPORT |  |

|  | NON-FINANCIAL INFORMATION | PAGE 133 |

RESPONSIBILITIES OF THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD FOR
THE SUSTAINABILITY INFORMATION
The management board is responsible for the preparation and fair presentation of the
sustainability information in accordance with the criteria as included in the section "Criteria",
including the identification of stakeholders and the definition of material matters. The
management board is also responsible for selecting and applying the criteria and for
determining that these criteria are suitable for the legitimate information needs of
stakeholders, considering applicable law and regulations related to reporting. The choices
made by the management board regarding the scope of the sustainability information and
the reporting policy are summarized in section ”Basis of preparation” in chapter
“Sustainability” of the annual report.
Furthermore, the management board is responsible for such internal control as it determines
is necessary to enable the preparation of the sustainability information that is free from
material misstatement, whether due to fraud or error.
The supervisory board is responsible for overseeing the sustainability reporting process of
TomTom N.V.
OUR RESPONSIBILITIES FOR THE ASSURANCE ENGAGEMENT ON THE SUSTAINABILITY
INFORMATION
Our responsibility is to plan and perform the assurance engagement in a manner that allows
us to obtain sufficient and appropriate assurance evidence for our conclusion.
Our assurance engagement is aimed to obtain a limited level of assurance to determine the
plausibility of sustainability information. The procedures vary in nature and timing from, and
are less in extent, than for a reasonable assurance engagement. The level of assurance
obtained in a limited assurance engagement is therefore substantially less than the
assurance that is obtained when a reasonable assurance engagement is performed.
We apply the Nadere voorschriften kwaliteitssystemen (NVKS, regulations for quality
management systems) and accordingly maintain a comprehensive system of quality
management including documented policies and procedures regarding compliance with
ethical requirements, professional standards and other relevant legal and regulatory
requirements.
Our assurance engagement included amongst others:
• Performing an analysis of the external environment and obtaining an understanding of
relevant sustainability themes and issues, and the characteristics of the company
• Evaluating the appropriateness of the criteria applied, their consistent application and
related disclosures in the sustainability information. This includes the evaluation of the
company’s materiality assessment and the reasonableness of estimates made by the
management board
• Obtaining through inquiries a general understanding of the internal control environment,
the reporting processes, the information systems and the entity’s risk assessment process
relevant to the preparation of the sustainability information, without testing the operating
effectiveness of controls
• Identifying areas of the sustainability information where misleading or unbalanced
information or a material misstatement, whether due to fraud or error, is likely to arise.
Designing and performing further assurance procedures aimed at determining the
plausibility of the sustainability information responsive to this risk analysis. These
procedures consisted amongst others of:
◦ Making inquiries of management and relevant staff at corporate level responsible
for the sustainability strategy, policy and results
◦ Interviewing relevant staff responsible for providing the information for, carrying out
controls on, and consolidating the data in the sustainability information
◦ Obtaining assurance evidence that the sustainability information reconciles with
underlying records of TomTom N.V.
◦ Reviewing, on a limited sample basis, relevant internal and external documentation
◦ Considering the data and trends
• Reconciling the relevant financial information with the financial statements
• Reading the information in the annual report that is not included in the scope of our
assurance engagement to identify material inconsistencies, if any, with the sustainability
information
• Considering the overall presentation and balanced content of the sustainability information
• Considering whether the sustainability information as a whole, including the sustainability
matters and disclosures, is clearly and adequately disclosed in accordance with criteria
applied
COMMUNICATION
We communicate with the supervisory board regarding, among other matters, the planned
scope and timing of the assurance engagement and significant findings that we identify
during our assurance engagement.
Eindhoven, 2 February 2024
Ernst & Young Accountants LLP
Signed by A.B.E. Laan

| LIMITED ASSURANCE REPORT CONTINUED |  |

|  | NON-FINANCIAL INFORMATION | PAGE 134 |

|  | TOMTOM NV | ANNUAL REPORT 2023 | PAGE 135 |

Supplementary information |  |
Key figures overview | 136 |  |
List of subsidiaries | 139 |  |
Definitions and abbreviations | 140 |  |
Forward-looking statements | 141 |  |
Non-GAAP measures | 142 |  |

Statement of income overview

(€ in thousands, unless stated otherwise; quarterly data unaudited) |  | FY 2020 |  | FY 2021 |  | FY 2022 |  | Q1 2023 |  | Q2 2023 |  | Q3 2023 |  | Q4 2023 |  | FY 2023
Revenue |  | 528,185 |  | 506,926 |  | 536,343 |  | 140,718 |  | 156,549 |  | 144,114 |  | 143,379 |  | 584,760
Cost of sales |  | 104,794 |  | 99,821 |  | 86,619 |  | 20,025 |  | 27,281 |  | 25,175 |  | 16,511 |  | 88,992
Gross profit |  | 423,391 |  | 407,105 |  | 449,724 |  | 120,693 |  | 129,268 |  | 118,939 |  | 126,868 |  | 495,768
Research and development expenses - Geographic data |  | 429,810 |  | 219,808 |  | 205,760 |  | 42,180 |  | 45,798 |  | 43,661 |  | 42,957 |  | 174,596
Research and development expenses - Application layer |  | 137,580 |  | 146,209 |  | 171,504 |  | 42,461 |  | 49,410 |  | 47,263 |  | 45,485 |  | 184,619
Sales and marketing expenses |  | 57,556 |  | 45,181 |  | 50,353 |  | 12,982 |  | 14,158 |  | 14,180 |  | 15,760 |  | 57,080
General and administrative expenses |  | 86,155 |  | 89,098 |  | 119,720 |  | 20,423 |  | 23,459 |  | 22,573 |  | 33,026 |  | 99,481
Total operating expenses |  | 711,101 |  | 500,296 |  | 547,337 |  | 118,046 |  | 132,825 |  | 127,677 |  | 137,228 |  | 515,776
Operating result |  | -287,710 |  | -93,191 |  | -97,613 |  | 2,647 |  | -3,557 |  | -8,738 |  | -10,360 |  | -20,008
Financial result |  | -7,307 |  | 6,329 |  | 2,818 |  | 1,598 |  | 699 |  | 3,371 |  | 332 |  | 6,000
Result before tax |  | -295,017 |  | -86,862 |  | -94,795 |  | 4,245 |  | -2,858 |  | -5,367 |  | -10,028 |  | -14,008
Income tax (expense) |  | 37,378 |  | -7,791 |  | -7,940 |  | -1,272 |  | -1,597 |  | -2,523 |  | -1,608 |  | -7,000
Net result 1 |  | -257,639 |  | -94,653 |  | -102,735 |  | 2,973 |  | -4,455 |  | -7,890 |  | -11,636 |  | -21,008
Margins |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Gross margin (%)2 |  | 80% |  | 80% |  | 84% |  | 86% |  | 83% |  | 83% |  | 88% |  | 85%
EBIT margin (%)2 |  | -54% |  | -18% |  | -18% |  | 2% |  | -2% |  | -6% |  | -7% |  | -3%
Basic number of shares (in thousands) |  | 130,562 |  | 127,714 |  | 127,849 |  | 128,450 |  | 128,970 |  | 129,331 |  | 128,568 |  | 128,841
Diluted number of shares (in thousands) |  | 131,706 |  | 129,430 |  | 130,118 |  | 130,898 |  | 131,981 |  | 132,640 |  | 131,127 |  | 132,427
Earnings per share |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Basic EPS (€) |  | -1.97 |  | -0.74 |  | -0.80 |  | 0.02 |  | -0.03 |  | -0.06 |  | -0.09 |  | -0.16
Diluted EPS (€) |  | -1.97 |  | -0.74 |  | -0.80 |  | 0.02 |  | -0.03 |  | -0.06 |  | -0.09 |  | -0.16

1. Fully attributable to equity holders of the parent.
2. Non-GAAP measure, refer to page 142.

| KEY FIGURES OVERVIEW |  |

|  | SUPPLEMENTARY INFORMATION | PAGE 136 |

S tatement of c ash flows overview

(€ in thousands, quarterly data unaudited) |  | FY 2020 |  | FY 2021 |  | FY 2022 |  | Q1 2023 |  | Q2 2023 |  | Q3 2023 |  | Q4 2023 |  | FY 2023
Operating result |  | -287,710 |  | -93,191 |  | -97,613 |  | 2,647 |  | -3,557 |  | -8,738 |  | -10,360 |  | -20,008
Foreign exchange adjustments |  | -4,887 |  | 7,904 |  | 6,373 |  | 38 |  | -1,027 |  | 1,118 |  | -1,343 |  | -1,214
Depreciation and amortization |  | 285,609 |  | 73,671 |  | 56,672 |  | 12,508 |  | 11,180 |  | 9,837 |  | 10,091 |  | 43,616
Change in provisions |  | -4,336 |  | -7,474 |  | -2,472 |  | -455 |  | -697 |  | 308 |  | -1,754 |  | -2,598
Equity-settled stock compensation expenses |  | 6,437 |  | 5,934 |  | 10,532 |  | 2,608 |  | 3,944 |  | 2,627 |  | 3,622 |  | 12,801
Other non-cash movements |  | 0 |  | -46 |  | -69 |  | -207000 |  | -134 |  | 0 |  | 0 |  | -341
Changes in working capital: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
| Change in inventories |  | -2,932 |  | 8,772 |  | 5,086 |  | 1,124 |  | 1,903 |  | -1,583 |  | 844 |  | 2,288
| Change in receivables and prepayments |  | 13,741 |  | 17,883 |  | -9,164 |  | -3,904 |  | -9,048 |  | 11,682 |  | 967 |  | -303
| Change in liabilities (excluding provisions)1 |  | -17,215 |  | 32,289 |  | 5,124 |  | -5,073 |  | -741 |  | 1,005 |  | 6,149 |  | 1,340
Cash flow from operations |  | -11,293 |  | 45,742 |  | -25,531 |  | 9,286 |  | 1,823 |  | 16,256 |  | 8,216 |  | 35,581
Interest received |  | 1,082 |  | 326 |  | 389 |  | 1,424 |  | 2,447 |  | 2,755 |  | 3,053 |  | 9,679
Interest paid |  | -1,956 |  | -1,716 |  | -1,183 |  | -315 |  | -442 |  | -498 |  | -479 |  | -1,734
Corporate income taxes paid |  | -8,013 |  | -7,569 |  | -5,083 |  | -2,587 |  | -3,620 |  | -2,197 |  | -2,427 |  | -10,831
Cash flow from operating activities |  | -20,180 |  | 36,783 |  | -31,408 |  | 7,808 |  | 208 |  | 16,316 |  | 8,363 |  | 32,695
Investments in intangible assets |  | 0 |  | 0 |  | -5,271 |  | 0 |  | 0 |  | 0 |  | 0 |  | 0
Investments in property, plant and equipment |  | -6,298 |  | -13,274 |  | -4,895 |  | -1,371 |  | -2,868 |  | -4,337 |  | -3,281 |  | -11,857
Proceeds from sale of investments |  | 0 |  | 0 |  | 0 |  | 14,965 |  | 0 |  | 0 |  | 0 |  | 14,965
Dividends received |  | 162 |  | 366 |  | 392 |  | 0 |  | 0 |  | 0 |  | 0 |  | 0
Change in fixed-term deposits |  | 79,650 |  | -7,070 |  | -21,000 |  | -60,753 |  | 104,008 |  | -108,109 |  | 8,192 |  | -56,662
Cash flow from investing activities |  | 73,514 |  | -19,978 |  | -30,774 |  | -47,159 |  | 101,140 |  | -112,446 |  | 4,911 |  | -53,554
Payment of lease liabilities |  | -15,595 |  | -14,785 |  | -14,369 |  | -3,456 |  | -3,113 |  | -2,918 |  | -2,279 |  | -11,766
Proceeds on issue of ordinary shares |  | 2,484 |  | 4,561 |  | 4,051 |  | 0 |  | 368 |  | 0 |  | 0 |  | 368
Purchase of treasury shares |  | -16,569 |  | -33,431 |  | 0 |  | 0 |  | 0 |  | 0 |  | -12,060 |  | -12,060
Cash flow from financing activities |  | -29,680 |  | -43,655 |  | -10,318 |  | -3,456 |  | -2,745 |  | -2,918 |  | -14,339 |  | -23,458
Net (decrease)/increase in cash and cash equivalents |  | 23,654 |  | -26,850 |  | -72,500 |  | -42,807 |  | 98,603 |  | -99,048 |  | -1,065 |  | -44,317
Cash and cash equivalents at the beginning of period |  | 213,941 |  | 231,520 |  | 205,820 |  | 132,729 |  | 89,497 |  | 188,314 |  | 89,573 |  | 132,729
Exchange rate changes on cash balances held in foreign currencies |  | -6,075 |  | 1,150 |  | -591 |  | -425 |  | 214 |  | 307 |  | -976 |  | -880
Cash and cash equivalents at the end of the period |  | 231,520 |  | 205,820 |  | 132,729 |  | 89,497 |  | 188,314 |  | 89,573 |  | 87,532 |  | 87,532

1. Includes movements in the non-current portion of deferred revenue presented under Non-current liabilities.

| KEY FIGURES OVERVIEW CONTINUED |  |

|  | SUPPLEMENTARY INFORMATION | PAGE 137 |

Reconciliation to free cash flow overview

(€ in thousands, quarterly data unaudited) |  | FY 2020 |  | FY 2021 |  | FY 2022 |  | Q1 2022 |  | Q2 2023 |  | Q3 2023 |  | Q4 2023 |  | FY 2023
Calculation of free cash flow |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Cash flow from operating activities |  | -20,180 |  | 36,783 |  | -31,408 |  | 7,808 |  | 208 |  | 16,316 |  | 8,363 |  | 32,695
Investments in intangible assets |  | 0 |  | 0 |  | -5,271 |  | 0 |  | 0 |  | 0 |  | 0 |  | 0
Investments in property, plant and equipment |  | -6,298 |  | -13,274 |  | -4,895 |  | -1,371 |  | -2,868 |  | -4,337 |  | -3,281 |  | -11,857
Free cash flow from total operations |  | -26,478 |  | 23,509 |  | -41,574 |  | 6,437 |  | -2,660 |  | 11,979 |  | 5,082 |  | 20,838
Free cash flow from discontinued operations |  | 0 |  | 0 |  | 0 |  | 0 |  | 0 |  | 0 |  | 0 |  | 0
Free cash flow 1 |  | -26,478 |  | 23,509 |  | -41,574 |  | 6,437 |  | -2,660 |  | 11,979 |  | 5,082 |  | 20,838
Restructuring-related cash flow 2 |  | 0 |  | 0 |  | 12,388 |  | 4,043 |  | 5,792 |  | 944 |  | 399 |  | 11,178
Free cash flow excluding restructuring 1 |  | -26,478 |  | 23,509 |  | -29,186 |  | 10,480 |  | 3,132 |  | 12,923 |  | 5,481 |  | 32,016

1. Non-GAAP measure, refer to page 142.
2. Restructuring charges are related to the Maps realignment announced in June 2022.

| KEY FIGURES OVERVIEW CONTINUED |  |

|  | SUPPLEMENTARY INFORMATION | PAGE 138 |

TomTom N.V. holds directly or indirectly a 100% interest in the following subsidiaries:

Legal entity | Country of incorporation and statutory seat (city or state)
Location Navigation Pty Ltd | Australia (Subiaco)
TomTom ANZ Pty Ltd | Australia (Subiaco)
TomTom Belgium NV | Belgium (Gent)
TomTom Brasil Mapas e Serviços Ltda | Brazil (São Paulo)
Tele Atlas (Canada), Inc. | Canada (Toronto)
TomTom Chile SpA | Chile (Santiago)
TomTom Navigation Technology (China) Co., Ltd. | China (Shanghai)
TomTom Location Technology Germany GmbH | Germany (Berlin)
TomTom Germany GmbH & Co. KG | Germany (Hannover)
Tele Atlas Germany Finance 4 GmbH | Germany (Harsum)
TomTom India Private Limited | India (Pune)
PT. TomTom Indonesia | Indonesia (Jakarta)
TomTom Ireland Limited | Ireland (Dublin)
TomTom Navigation Malaysia Sdn.Bhd. | Malaysia (Kuala Lumpur)
Tele Atlas México, S. de R.L. de C.V. | Mexico (Mexico City)
TomTom Connected Services Delivery B.V. | Netherlands (Amsterdam)
TomTom Germany Holding B.V. | Netherlands (Amsterdam)
TomTom Global Content B.V. | Netherlands (Amsterdam)
TomTom International B.V. | Netherlands (Amsterdam)
TomTom Navigation B.V. | Netherlands (Amsterdam)
TomTom Sales B.V. 1 | Netherlands (Amsterdam)
TomTom Traffic B.V. | Netherlands (Amsterdam)
TomTom Polska Sp. Z.o.o. | Poland (Łódź)
Tele Atlas CIS Holding OOO | Russian Federation (Moscow)
Tele Atlas RUS OOO | Russian Federation (Moscow)
TomTom d.o.o., Beograd | Serbia (Belgrade)
TomTom Africa (Pty) Ltd. | South Africa (Irene)
TomTom Korea Limited | South Korea (Seoul)
TomTom Asia, Inc. | Taiwan (Taipei)
TomTom Navigation Taiwan Co., Ltd. | Taiwan (Taipei)
TomTom Navigation (Thailand) Co., Ltd. | Thailand (Bangkok)
TomTom MENA FZ-LLC | United Arab Emirates (Dubai)
TomTom Software Ltd. | United Kingdom (London)
TomTom North America, Inc. | United States (California)

1. TomTom Sales B.V. also operates branches in Austria, Czech Republic, Denmark, Finland, France, Germany,
Hungary, Italy, Japan, New Zealand, Norway, Spain, Sweden, Switzerland, Turkey, and United Kingdom.

| LIST OF SUBSIDIARIES |  |

|  | SUPPLEMENTARY INFORMATION | PAGE 139 |

Term | Definition
AC | Audit Committee
ADAS | Advanced Driver Assistance Systems
AFM | the Netherlands Authority for Financial Markets
AGM | Annual General Meeting
AI | Artificial Intelligence
Americas | the totality of North and South America
Asia Pacific | part of Asia which lies in the Pacific Ocean
AScX | the Amsterdam Small-Cap Index
API | Application Programming Interface
AWS | Amazon Web Services
B2B | Business to Business
B2C | Business to Consumer
BREEAM | Building Research Establishment Environmental Assessment Method
CAPEX | Capital Expenditures
CBECS | Commercial Buildings Energy Consumption Survey
CIS | Commonwealth of Independent States
Code | the Dutch Corporate Governance Code
Company | TomTom N.V.
CO 2 | Carbon dioxide
CSRD | Corporate Sustainability Reporting Directive
DEI | Diversity, Equity, and Inclusion
DCC | The Dutch Civil Code
Decree | the Dutch Decree on the contents of Directors’ Report
EBIT | Earnings Before Interest and Tax
EBITDA | Earnings Before Interest, Tax, Depreciation and Amortization
EIA | U.S. Energy Information Administration
EMEA | Europe, the Middle East and Africa
EPA | U.S. Environmental Protection Agency
EPS | Earnings Per Share
ESEF | European Single Electronic Format
ESG | Environmental, Social, and Governance
ESRS | European Sustainability Reporting Standards
ETA | Estimated Time of Arrival
ETR | Effective Tax Rate
EV | Electric Vehicle
FCD | Floating Car Data
FCF | Free Cash Flow
FIFO | First-in, First-out
FTE | Full-time Equivalent
Foundation | Stichting Continuïteit TomTom
GAAP | Generally Accepted Accounting Principles
GDPR | General Data Protection Regulation
GHG Protocol | Greenhouse Gas Protocol
GRI | Global Reporting Initiative
Group | TomTom N.V. together with its subsidiaries
HD | High Definition
HR | Human Resources
HGB | Handelsgesetzbuch (German Commercial Code)
IA | Internal Audit
IAS | International Accounting Standards
IFRIC | International Financial Reporting Interpretations Committee

Term | Definition
IFRS | International Financial Reporting Standards
IP | Intellectual property
ISMS | Information Security Management System
ISA | Intelligent Speed Assistance
ISO | International Organization for Standardization
GJ | Gigajoules
KPI | Key Performance Indicator
LGBTQIA+ | Lesbian, gay, bisexual, transgender, intersex, queer/questioning, asexual
LEED | Leadership in Energy and Environmental Design
LLM | Large Language Model
LT | Location Technology
LTI | Long-Term Incentive
MB | Management Board
MoMa | Mobile Mapping
NBA | Koninklijke Nederlandse Beroepsorganisatie van Accountants (Netherlands Institute of Chartered Accountants)
NACE | The Statistical classification of economic activities in the European Community
NGO | Non-Governmental Organization
North America | The United States and Canada
NPE | Non-Practicing Entities
NVKS | Nadere voorschriften kwaliteitssystemen (Regulations for quality management systems)
OCI | Other Comprehensive Income
OECD | Organisation for Economic Co-operation and Development
OEM | Original Equipment Manufacturer
OPEX | Operational Expenditures
OSM | OpenStreetMap
PND | Portable Navigation Device
POI | Point of interest
PP&E | Property, plant & equipment
R&D | Research & Development
REC | Renewable Energy Certificate
RemCo | Remuneration Committee
ROW | Rest of World
RSU | Restricted Stock Unit
RTS | Regulatory Technical Standards
SB | Supervisory Board
SD | Standard Definition
SDG | Sustainable Development Goal
SDK | Software Development Kit
SDO | Sensor Derived Observations
SelCo | Selection Committee
STI | Short-Term Incentive
SUV | Sports Utility Vehicle
TISAX | Trusted Information Security Assessment Exchange
VGBA | Verordening gedrags- en beroepsregels accountants (Dutch Code of Ethics)
ViO | Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten (Code of Ethics for Professional Accountants)
Wta | Wet toezicht accountantsorganisaties (Audit firms supervision act)

| DEFINITIONS AND ABBREVIATIONS |  |

|  | SUPPLEMENTARY INFORMATION | PAGE 140 |

IMPORTANT NOTICE
In this Annual Report ‘TomTom’ ‘the company’ and the ‘the group’ are sometimes used for
convenience in contexts where reference is made to TomTom N.V. and/or any of its
subsidiaries in general or where no useful purpose is served by identifying the particular
company.
FORWARD-LOOKING STATEMENTS
This document contains certain forward-looking statements with respect to the financial
condition, results of operations and business of TomTom and certain of the plans and
objectives of TomTom with respect to these items. In particular, the words ‘expect’,
‘anticipate’, ‘estimate’, ‘may’, ‘should’, ‘believe’, ‘outlook’, and similar expressions are
intended to identify forward-looking statements. By their nature, forward-looking statements
involve risk and uncertainty because they relate to events and depend on circumstances that
will occur in the future.
Actual results may differ materially from those expressed in these forward-looking
statements, and undue reliance should not be placed on them. For a discussion of factors
that could cause future results to differ from such forward-looking statements, see also the
Risk management and control of this Annual Report.
THIRD-PARTY MARKET DATA
Statements regarding market data, including the company’s competitive position, contained
in this Annual Report are based on outside sources such as specialized research institutes,
industry and dealer panels in combination with management estimates.

| FORWARD LOOKING STATEMENTS |  |

|  | SUPPLEMENTARY INFORMATION | PAGE 141 |

The financial information in this report includes measures, which are not defined by
generally accepted accounting principles (GAAP) such as IFRS. We believe this
information, along with comparable GAAP measurements, gives insight to investors
because it provides a basis for evaluating our operational performance. Non-GAAP
financial measures should not be considered in isolation from, or as a substitute for,
financial information presented in compliance with GAAP. Wherever appropriate and
practical, we provide reconciliations to relevant GAAP measures. The n on-GAAP
measures are not audited.

Term | Definition
Operational revenue | is IFRS revenue adjusted for the movement of gross deferred revenue.
Gross margin | is calculated as gross profit divided by IFRS revenue.
EBIT | is equal to operating result.
EBIT margin | is calculated as operating result divided by IFRS revenue.
EBITDA | is equal to operating result plus depreciation and amortization charges.
EBITDA margin | is calculated as operating result plus depreciation and amortization charges divided by IFRS revenue.
Automotive backlog | is the cumulative expected IFRS revenue from all awarded Automotive deals.
Free cash flow | is cash from operating activities minus investments in intangible assets and property, plant and equipment.
Net cash | is cash and cash equivalents plus cash held in fixed term deposits.
Gross deferred revenue | is deferred revenue before the netting of unbilled receivables. 1
Equity free cash flow yield | is free cash flow divided by the market capitalization (number of outstanding share capital multiplied by the share price) at year end.

1. Deferred revenue reflects amounts not yet recognized as revenue as services still need to be delivered. Unbilled
receivables represents amounts accrued for when a contractual right to invoice exists. When a single contract
has both an accrual, based on contractual invoicing terms, and a deferral, because the underlying services are
not yet fully delivered, the unbilled and the deferred positions are netted for presentation on the balance sheet.

Operational revenue |  |
(€ in millions) | FY 2023 | FY 2022
Automotive reported revenue | 342 | 260
Movement of Automotive deferred revenue | 1 | 36
Operational revenue | 343 | 296
Deferred revenue |  |
(€ in millions) | FY 2023 | FY 2022
Automotive | 432 | 431
Enterprise | 10 | 12
Consumer | 20 | 21
Gross deferred revenue | 462 | 464
Less: Netting adjustment to unbilled revenue | 28 | 25
Deferred revenue | 433 | 439
Free cash flow |  |
(€ in millions) | FY 2023 | FY 2022
Cash flow from operating activities | 33 | -31
Investments in intangible assets | 0 | -5
Investments in property, plant and equipment | -12 | -5
Free cash flow | 21 | -42
Restructuring-related cash flow | 11 | 12
Free cash flow excluding restructuring | 32 | -29
EBIT(DA) |  |
(€ in millions) | FY 2023 | FY 2022
EBIT (operating income) | -20 | -98
Depreciation and amortization | 44 | 57
EBITDA | 24 | -41

| NON-GAAP MEASURES |  |  |

|  | SUPPLEMENTARY INFORMATION | PAGE 142 |

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