Annual
Report2023

Contents

We are TomTom
Message from the CEO
At a glance
Our strategy
How we create value
Our businesses
Our technologies and products
Financial review
Operational review

Financials
3
4
5
6
7
9
12
15

Sustainability
Our approach to sustainability
SocialEnvironmental
Governance
EU Taxonomy
European single electronic reporting format and
PDF version
This document is the PDF version of the Annual
Report 2023 of TomTom N.V. and has been
prepared for ease of use. The European single
electronic reporting format (ESEF) package isavailable on the company’s website and includes
a human readable XHTML version of the Annual
Report 2023. In case of discrepancies between
this PDF version and the ESEF package, the latter
prevails.
The Annual Report 2023 was made publicly
available pursuant to section 5:25c of the Dutch
Financial Supervision Act (Wet op het financieeltoezicht) on 2 February 2024 and was filed with
Netherlands Authority for the Financial Markets(AFM) in ESEF at the same time.

17
21
27
29
33

GovernanceCorporate governanceManagement Board
Supervisory Board
Supervisory Board report
Remuneration report
Risk management and control
Investor relations
Management Board statements

Consolidated financial statements
Consolidated statement of income
Consolidated statement of comprehensive income
Consolidated balance sheet
Consolidated statement of cash flows
Consolidated statement of changes in equity
Notes to the consolidated financial statements

72
73
73
74
74
75
76

Company financial statements
Company statement of income
Company balance sheet
Notes to the company financial statements

105
106
106
107

Other information
Other information
Independent auditor's report

110
111
112

Non-financial information
35
38
41
45
50
62
68
69

Non-financial indicators
EU Taxonomy information
GRI index
Limited assurance report

118
125
128
133

Supplementary information
Key figures overview
List of subsidiaries
Definitions and abbreviations
Forward-looking statements
Non-GAAP measures

136
139
140
141
142

TOMTOM NV | ANNUAL REPORT 2023 | PAGE 1

We areTomTomMessage from the CEO

3

At a glance4

Our strategy

5

How we create value

6

Our businesses

7

Our technologies and products

9

Financial review

12

Operational review

15

TOMTOM NV | ANNUAL REPORT 2023 | PAGE 2

MESSAGE FROM THE CEO
KEY FIGURES€491 million
Location Technology revenue (2022: €436 million)€2.5 billion
Automotive backlog1 (2022: €2.4 billion)€32 million
Free cash flow1 (2022: -€29 million)
1.

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 and we madeimportant steps in improving our profitability. This is atestament 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 andthird-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 andpartners 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 arebuilt 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.

Non-GAAP measure, refer to page 142

This year, the foundation has been joined by large
companies like ESRI and Hyundai Motor Group. Together, weare creating an ecosystem to which everyone can add andbenefit from.

Automotive Backlog increased to a record of €2.5 billion,
underlining the confidence carmakers have in our ability tosupport them in their transition to the software-definedvehicle.

Location technology serves as a catalyst for both
environmental and social impact. As such, the impact of ourtechnologies extends beyond our customers and partners, tothe 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.

Our Enterprise business showed resilience, expanding ourRoad Analytics offering to the Microsoft Azure Marketplaceand 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, oursales organization has a promising funnel of prospects,
whom we aim to gradually convert into customers over time.

As a pioneer in mapmaking, we are harnessing thetransformative power of generative AI to improve efficiency,
foster innovation, and add value. We have equipped ourteams with the tools and knowledge for effective andresponsible AI usage. The past year saw us delivering AIbased products, ranging from a state-of-the-art voiceassistant for automotive to the world’s first location plugin for
ChatGPT.

I’m convinced that TomTom is positioned extremely well tocater 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, andour shareholders, for their support during the year.

While we expect our TomTom Orbis Maps and new
innovations to support long-term growth, we were able toaccelerate revenue growth in our Location Technology
segment in 2023, with our Automotive business consistently
performing better than overall car production trends in ourcore markets.

HAROLD GODDIJN
Chief Executive Officer, TomTom N.V.

WE ARE TOMTOM | PAGE 3

AT A GLANCE

The location
technology
specialist

Our people and offices
Offices in

Workforce of

22 countries

3,700 employees

TomTom has been helping people and business find theirway in the world for more than three decades. We are adiverse team of 3,700 talented individuals, working acrossoffices in 22 countries to shape the future of mobility.
Bridging billions of data points, millions of sources, andhundreds 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 softwaredevelopment kits (SDK) are relied upon by millions ofcustomers, 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 thecreation 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 namesynonymous with navigation.
Thirty years and billions of kilometers down the road, ourjourney has evolved into an unwavering focus on creating
the world’s smartest map. Capitalizing on our decades ofexperience, we are embracing open data and promoting amapmaking standard to enable collaboration and innovation.
Our mapmaking platform, inherently compatible with thisstandard, automatically ingests all relevant data, creating themaps that answer the needs of today and tomorrow. On topof this, we provide the ability and tools necessary forcustomers 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.

Our business

Location Technology

ConsumerWith two sales channels> Automotive > Enterprise

Our products

Application layer

Geographic data

> Services> Maps> Development solutions

WE ARE TOMTOM | PAGE 4

OUR STRATEGY

Setting the industry standard for maps
The Overture Maps Foundation is governed by the LinuxFoundation'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 communityand from the companies contributing data through theOverture Maps Foundation. These open data sources aresupplemented by our proprietary data, to create maps thatanswer the needs of today and tomorrow. With this new
approach to mapmaking, we aim to provide a canvas forothers to build on and add content to.

We are at the forefront of an industry shift. 2023 saw thelaunch of our new TomTom Orbis Maps. They are built on auniversal standard and integrate open data in a qualitycontrolled manner, offering the richness, accuracy, andversatility the market demands.

This data holds great potential, but bringing it together ishard. The data is non-standardized and the available maps
are built on proprietary formats and systems. This means thatbusinesses and developers who want to use all data or stitch
things together lack a single solution for all their needs.

There is an ever-growing demand for location technology.
Whether operating an automated vehicle, managing a fleet oftrucks, 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.

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 mapsthat 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 forcustomers and their end-users and drive business growth.

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 richdatabase over the years, has unmatched editing capabilities,
and continues to grow at an accelerated pace.

We started the rollout of TomTom Orbis Maps in 2023 andaim to expand geographical coverage and features,supporting increasingly sophisticated use cases. Our
approach offers the industry a much-needed, scalable way tocollect 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 tosupport new opportunities in Enterprise. We aspire to foster
growth and achieve scale and operating leverage that willtake us on a path to profit and cash generation.
We strive to deliver superior, sustainable long-term value toour customers and shareholders, while acting responsibly
towards the planet and society, in partnership with all our
stakeholders. To this end, we have deployed acomprehensive set of commitments across all environmental,social, and governance (ESG) dimensions that guide theexecution of our strategy.

We co-founded the Overture Maps Foundation to promote
this standard specification for maps, bringing uniformity andconsistency across data and applications, and allowing
companies to easily exchange location data.
WE ARE TOMTOM | PAGE 5

HOW WE CREATE VALUE

Creating sustainable long-term value
We are navigating a world increasingly reliant on location
technology. Our unique market position as anindependent, global mapmaker allows us to address theneeds of today and tomorrow.
Our strategy centers around our collaborative approach tomapmaking and innovative mapmaking platform, which
integrates a vast array of data sources in an automated andstandardized manner. This includes signals from phones andcars, contributions from communities like OSM, and datafrom companies that have adopted the common standard forlocation data we are promoting through the Overture Maps
Foundation. This integration of open-source and proprietarydata 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 adata gatherer and aggregator, as well as a value creator. We
gather data from various upstream sources, including ourcustomers, 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 theirservices. Our products and services are distributed throughvarious 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 formaps, we enable easy exchange of location data acrossdifferent 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 weall use, fostering increased innovation.
As such, our location technology's impact does not stop at
our customers, but extends to broader society. It serves as acatalyst for both environmental and social impact.

By optimizing drivers' routes, supporting the transition toelectrified 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 equitableworld.
We're committed to continual improvement. As such, while
the basis of our value creation model remained in place, wematured 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 toenhance our products and services, and take stakeholder
feedback to heart. By doing so, we intend to expand thevalue we create and the contribution we make to anincreasingly connected and sustainable world.

WE ARE TOMTOM | PAGE 6

OUR BUSINESSES

Capturing value from thetrends shaping andtransforming industries
MARKET OPPORTUNITIES
Location technology holds unique power to unlock new
business models, revolutionizing existing industries andigniting the creation of entirely new ones. Continually
updated location data, richly detailed maps, and intelligent
routing algorithms are altering the way we perceive andinteract 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 enhancetheir offerings. The potential applications for location
technology are vast and growing, as it continues to drive acompetitive edge.
Simultaneously, the automotive industry is witnessing a shift
towards electrification, automation, and software-definedvehicles. 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.

Reliance on location technology is set to rise as new use
cases gain wider adoption. Demand and expectations forlocation technology are growing. At the same time, theamount 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 toserve a significantly larger addressable market but also adds
more value to our partners. It underlines our commitment toharnessing the full potential of location technology, driving
innovation, and shaping the future of mobility.
OUR CUSTOMERSAs 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 andbetter serve our customers, we distinguish between two
sales channels within Location Technology, Enterprise andAutomotive. Both business are projected to exhibit robust
growth in the coming years.

WE ARE TOMTOM | PAGE 7

OUR BUSINESSES CONTINUEDEnterprise

Automotive

Our Enterprise business helps make companies morecompetitive through location technology, driving adoption
and strong market growth. It enables organizations tostreamline their operations, leading to operational
excellence. Location technology can also be utilized toenrich companies’ products and services.

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 softwarein their car, in terms of software updates, access to theirdigital 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 ondemand, in-vehicle commerce and subscription-based
feature packages.

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 anddevelopers 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 asignificantly 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 tosignificantly 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 wewill support in building their businesses. Our relationship withthe developer community will help us gain valuable insights
in their needs and enable us to capture potential andgenerate leads.

We serve Automotive customers with our comprehensive
map-based products and a range of Automotive-specificproducts, catering to over 50 Automotive brands. Carmakers
integrate our products into their vehicles' application
systems, including the digital cockpit, navigation system, andlocation-based vehicle automation and advanced driverassistance systems (ADAS). Owing to their modular structureand standardized nature, Automotive customers canintegrate any combination of our products and services into
their cars.
CONSUMER
Our Consumer business equips drivers with navigation
solutions, offering directions, guidance, and information
about the road ahead. We offer consumer products in theform of portable navigation devices (PNDs) and mobile
applications, enhancing the driving experience with greater
ease, efficiency, and safety.

WE ARE TOMTOM | PAGE 8

OUR TECHNOLOGIES AND PRODUCTS

Charting new paths with smarter maps
OUR TECHNOLOGIESOur 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 theywould otherwise have to develop themselves.

Our technology supports our key activities. These include thecreation of geographic data, such as our maps and real-timetraffic, 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 andreleasing device software.

Vehicle software libraries are geared toward OEMs, andtypically involve software for use of both onboard as well as
online maps. A fully integrated example of these libraries is
the TomTom Digital Cockpit.

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 useof 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), sensorderived 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 andhigher and more repeatable and reliable quality, we haveautomated our mapmaking processes to a large extent. Datais quarantined before it is integrated into the map, in order tovalidate 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 eachindividual 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 newtraffic feed every 30 seconds.

Provision of customer-facing online services
To allow customers to leverage our geographic data, wecreate software and tools for easy implementation. Location
technology is often implemented as an online service or as a
package of multiple online services.

Our Maps SDK, vehicle software libraries, and TomTom
Digital Cockpit framework of libraries include software that
supports device-side application use cases, as well assoftware that implements the user interface, capitalizing on
the user experience design capabilities we have developed
as a consumer electronics company.

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, realtime 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 theywould 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.

WE ARE TOMTOM | PAGE 9OUR TECHNOLOGIES AND PRODUCTS CONTINUED
Value-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 theirapplications.
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, locationdependent 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 availabilityof 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 realtime, as one of our services.

OUR PRODUCTS

Geographic data

Our product portfolio follows from our unique technologies
and capabilities to create meaningful geographic data,
provide customer-facing online services, and develop andrelease device software.

Our geographic data offering is the cornerstone of our
product portfolio. It includes our multi-layer maps and theextended functionalities of the TomTom Orbis Platform.

In essence, our product portfolio is a reflection of thesecapabilities. 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.

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.

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 ourtraffic and travel-related data and service, providing
information on traffic flows and a variety of incidents
including jams, closures, and roadworks. These maps areavailable in a variety of formats, from uncompiled data toeasy-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 acommon 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.

WE ARE TOMTOM | PAGE 10

OUR TECHNOLOGIES AND PRODUCTS CONTINUEDSD MapADAS and HD Maps

Services

Our SD Map is designed to meet application functions todisplay a map, search for a location, and navigate to thelocation, including support for routing, directions, and turnby-turn guidance. It describes the road network, including
street names, addresses, and much more.

Our ADAS Map provides road network data required bylocation-dependent ADAS functions. The ADAS road network
data is a subset of the data in our SD Map and includes roadgeometry and ADAS attributes, such as road curvature andgradient.

Natural features, such as coastlines, rivers, and land use arealso available, as well as building footprints, country borders,and several categories of POIs.

This information is used to advance vehicle autonomy anddriver 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.

To allow for easy integration and leveraging of ourgeographic 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 theinsights needed to make smarter mobility-related decisions.

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 expectedtravel 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.

Our HD Map also provides road network data, including
three-dimensional lane geometry and road sign geometry,with greater location precision than our SD and ADAS Map.
This supports automated driving applications such as
automatic lane keeping and localization, whereby map dataand sensor data are being matched to accurately determine
the position of the vehicle.

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 tointegrate at once into their products. For instance, ourmodular Navigation SDK for Mobile enables developers andbusinesses to build on top of navigation software andcontent. It combines all of TomTom’s location APIs with turnby-turn navigation to create an effective toolkit fordevelopers. Further, the TomTom Digital Cockpit provides
OEMs with an extensive framework of software libraries,
significantly reducing the development time and effort inbringing a vehicle digital cockpit to market.
WE ARE TOMTOM | PAGE 11

FINANCIAL REVIEW

Growth in Location Technology revenue
yields 5% free cash flow margin
Consumer revenue was €94 million in 2023, 6% lower compared with last year.

(€ in millions, unless stated otherwise)

2023

2022

YoY change

Location Technology

490.7

436.4

12%

Consumer

94.1

99.9

-6%

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%).

Revenue

584.8

536.3

9%

Gross profit

Gross profit

495.8

449.7

10%

Gross margin (%)

85%

84%

The gross margin for the year was 85%, an increase of 1 percentage point due to higher
proportion of high-margin Location Technology revenue compared with 2022. The grossprofit for the year was €496 million, 10% higher than in 2022.

EBITDA1

23.6

-40.9

Operating expenses

4%

-8%

-20.0

-97.6

-3%

-18%

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 millionand €26 million respectively. Excluding these restructuring expenses, total operating
expenses decreased from €521 million in 2022 to €508 million in 2023.

-21.0-102.7

32.0

-29.2

5%

-5 %

EBITDA margin (%)1
1

Operating result (EBIT)
1

Operating margin (%)
Net result

1, 2Free cash flow (FCF)

Free cash flow as a % of revenue
1.
2.

This is a non-GAAP measure and is further explained on page 142.
Free cash flow excludes restructuring charges related to the Maps realignment announced in June 2022.

Revenue

R&D operating expenses decreased by €18 million due to a combined effect of theefficiency gains resulting from last year's Maps realignment and lower amortization.
Sales and Marketing expenses increased 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-onyear decrease of €2 million.

Group revenue was €585 million, 9% higher compared with 2022. Location Technology,
consisting of Automotive and Enterprise, showed 12% year-on-year revenue growth.

Net result

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 andservices. Excluding the impact of the latter, year-on-year revenue growth for Automotive isestimated at 16%. Automotive operational revenue increased by 16%, outperforming theyear-on-year growth of car production volumes in our core markets of 11%.

Balance sheet

The total net result for the year was a loss of €21 million (2022: loss of €103 million).
Total assets decreased 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 equity 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.

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 incombination with unfavorable foreign exchange movements.
WE ARE TOMTOM | PAGE 12

FINANCIAL REVIEW CONTINUED
Cash flow

Outlook

Total cash flow from operating activities in 2023 was an inflow of €33 million, an increaseof €64 million compared with last year (outflow of €31 million in 2022). The year-on-yearincrease is mainly the result of higher EBITDA.

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.

Total cash flow from investing activities in 2023 was an outflow of €54 million comparedwith 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 divestmentof 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
increase of €2 million compared with previous year (2022: €10 million), mainly due toinvestments related to our office buildings.

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 flow1 is expected to exceed 5% of group revenue.

Free cash flow1 was an inflow of €21 million compared with an outflow of €42 million in
2022. Free cash flow1 excluding the cash-out related to Maps reorganization as
announced in June 2022, was an inflow of €32 million, which represents 5% of grouprevenue (2022: -5%).

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.

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 explainedby 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
cash1 position of €315 million (2022: €304 million).

WE ARE TOMTOM | PAGE 13

FINANCIAL REVIEW CONTINUED

Record Automotive backlog
Location Technology

Consumer• Automotive backlog increased 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 bysome customers' revisions of near-term car production volumes.

• Consumer generated revenue of €94 million in 2023, a 6% decrease year on year, inline with our expectations given the declining PND market.

• Location Technology generated revenue of €491 million in 2023, a 12% increase year
on year.

• EBITDA and EBIT improved slightly year on year as the decline in revenue was offset by
improved product margins.

• 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-onyear revenue growth for Automotive is estimated at 16%.

(€ in millions, unless stated otherwise)

2023

2022

YoY
change1

Consumer products

86.0

92.7

-7%

8.1

7.2

12%

Total revenue

94.1

99.9

-6%

• Automotive operational revenue in 2023 was €343 million compared with €296 million
in 2022, an increase of 16%. The year-on-year increase in car production volumes in ourcore markets was 11%. We define our core markets as Europe (excl. CIS) and North
America.

EBITDA2

7.8

7.4• 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.

Automotive hardware

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 ofthe consolidated financial statements.

• EBITDA and EBIT improved year on year reflecting higher revenue.
YoYchange1(€ in millions, unless stated otherwise)

2023

2022

Automotive

342.3

260.0

32%

Enterprise

148.4

176.4

-16%

Total revenue

490.7

436.4

12%

EBITDA2

31.1

-15.6

EBITDA margin (%)

6%

-4%

Operating result (EBIT)

-11.3

-71.2

EBIT margin (%)

-2%

-16%

2

1.
2.

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

WE ARE TOMTOM | PAGE 14

OPERATIONAL REVIEW

2023 operational highlights
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 realtime optimization and insights, for any road, at any time.

Location Technology deals
In 2023, we were awarded several Location Technology
deals, building on existing customer relationships andforging 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 thecloud-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 cloudbased analysis tools, enabling users to apply more advanced
analytical techniques and easily visualize their analyses.
Integrated TomTom data amplifies analysis by adding morethan 50 layers of cartographic data, such as roads,
waterways, parks, and more.

PTV Group’s new automated transport modeling solution,
PTV Model2Go is integrating TomTom Traffic data tosignificantly reduce the time and effort it takes to modeltransportation patterns in entire cities or regions. This new
cloud-based solution delivers automated network anddemand 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 coremarkets of North America and Europe. Drawing on the powerof AI and machine learning, TomTom Orbis Maps taps into
the richness of OpenStreetMap, combining this ‘supersource’ 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.

In addition, we secured deals for our Traffic product withlocation analytics providers StreetLight, Flow Labs, and PTVGroup.

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 todesign, test, and publish maps for various use cases like incar navigation, browsing, and data display.

The Traffic deal with StreetLight, in the US, involves theintegration of our historical and real-time traffic data.
Streetlight executes thousands of monthly analyses fortransportation professionals and will integrate our global data
into its growing line of cloud-based products.

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, wedeveloped a fully integrated, AI-powered conversational
automotive assistant that enables more sophisticated voiceinteraction with infotainment, location search, and vehiclecommand systems. Drivers can converse naturally with theirvehicle and ask the AI-powered assistant to navigate to acertain location, find specific stops along their route, andvocally control onboard systems.
We also introduced new Live Speed Restrictions as anaddition to our ADAS portfolio. The solution captures
dynamic and temporary speed limit information along adriver’s route to increase speed limit accuracy and improveroad safety. By enabling safer driving, it also helps OEMsdeliver 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 heightenedsafety 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 freshhighlight in our long-standing relationship with Stellantis. The
new electric fastback SUV is built on Stellantis’ nextgeneration platform and features TomTom’s full stack oflocation-based products.
Collaborations
The Overture Maps Foundation founded by TomTom, AWS,
Meta and Microsoft welcomed 13 new contributing andgeneral members, in its continued effort to promote atechnical 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/
WE ARE TOMTOM | PAGE 15

Sustainability
Our approach to sustainability

17

Social21

Environmental

27

Governance29

EU Taxonomy

33

TOMTOM NV | ANNUAL REPORT 2023 | PAGE 16

OUR APPROACH TO SUSTAINABILITY

TomTom's commitment to sustainability
Our company impact activities are focused on five United
Nations Sustainable Development Goals (SDGs) that alignclosely 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 STRATEGYOver the past years, we have significantly evolved the ways
in which we assess and boost our positive impact as anorganization. We have made good progress on our ESG
efforts, and have established a comprehensive ESG strategy
that guides our efforts and initiatives.
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 ofour 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 ouroperations.
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 andadvance road safety. Beyond our products and services'
immediate sphere of influence, we strive to inspire the next
generation of tech talent and innovators, and regularlyorganize initiatives that give back to the communities inwhich we operate.

At the same time, we seek to minimize any negative effects
originating from our operations, and are committed tooperational sustainability. This is promoted through ourcompany policies and programs, in which sustainability
considerations play key roles. Our Green Building Program,for instance, ensures the energy efficiency of ourworkplaces, while our Travel Program encourages
sustainable travel, such as by train. Ultimately, these policies
and programs codify the sustainable business practices wechampion.
Our efforts are also directed towards managing risks andopportunities associated with sustainability-related mattersthat might materially impact our business and our
stakeholders.
We recognize that by optimizing long-term value creation ina sustainable fashion, we are able to provide lasting benefits
to our shareholders, employees, customers, partners, andcommunities, while also safeguarding the health of ourplanet.

In 2023, we continued to advance our ESG strategy invarious areas. This included making enhancements to ourgovernance structure, our process of assessing material
topics, and our process of managing impacts, risks, andopportunities associated with the identified material topics.
For each of the topics we assigned responsibility to therespective 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 thesections on each topic in this chapter.
In addition, we proactively started preparing for compliancewith the Corporate Sustainability Reporting Directive (CSRD),
and its detailed applications as incorporated in the European
Sustainability Reporting Standards (ESRS), which will apply tous from reporting year 2024 once it is transposed into Dutch
law.

SUSTAINABILITY | PAGE 17

OUR APPROACH TO SUSTAINABILITY CONTINUED
Sustainability governanceOur company's governance structure ensures effective
oversight of sustainability-related matters. The Supervisory
Board is responsible for the oversight while ourManagement Board is accountable for setting and executing
strategies and serves as the highest governing body in theorganization. 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 consistsof senior management from different areas of the business.
Within the committee, various sustainability-related matters
are discussed, and progress updates are communicated toboth the Management Board and the Supervisory Board on
a quarterly basis.
CSRD readinessIn preparing for CSRD compliance, we conducted amateriality 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 andassigned to process owners across different areas in ourorganization. In addition, we have assessed the availability ofdata points required to be disclosed under ESRS standards.
For an overview of how we manage impacts, risks, andopportunities, reference is made to the sections on each
topic in this chapter. These reflect the topics, actions, andapproaches we have defined to date, and which we willcontinue to further mature and expand on in 2024.

STAKEHOLDER ENGAGEMENT
Stakeholder

Customers

Engagement

Themes•Continuous communication through account andproduct management, as well as engineering andcustomer support
Collecting market intelligence to better understandcustomer needs

•
•
•
•

Ease of use of products
Data privacy
Products and technologies that reduce
emissions and increase road safety
Secure products

Constant dialogue between employees andmanagement 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••

Our commitment to create value
Timely and accurate updates on how we
track against our goals
Sustainable practices••

Employees•••

Investors

Suppliers

Society

Data communities
and partners•

Several recurring events, such as the Annual General
Meeting and Capital Markets Day
Regular meetings with investors, analysts, and proxyorganizations (e.g., VEB, Eumedion, ISS), and regularattendance at investor conferences•

Contracting discussions handled by our centralized
procurement and legal organizations, which engage
with suppliers on their CSR policies•

Monitoring of public perception of TomTom, on social
media for example
Discussions with local governments
Participation in discussions and initiatives where ourtechnologies have a role to play

•
•
•
•

Engagement and communication with data
communities such as OSM
Organization of mapmaking gatherings for location data
enthusiasts

•
•
•
•

Long-term commitments
Acceptable payment terms
Compliance with the core principles of dataprotection and cyber security

•
•
•
•

Responsible remuneration
Tax compliance
Ethical business practices
Products and technologies that reduce
emissions and increase road safety••

Constructive collaboration
Adherence to community guidelines andframeworks

MATERIALITY ANALYSIS

Our stakeholders

We have performed our materiality analysis based on thereporting requirements of the Global Reporting Initiative(GRI). As part of our efforts to initiate our alignment with therequirements of CSRD, we conducted a materiality analysis
in 2023 following the concept of ‘double materiality’ inspiredby the principles described in the ESRS. Under this concept,
a topic is considered material if our impact on people or theenvironment 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 withand gathered input from various stakeholders.

Central to our approach to sustainability lie the interests ofour 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 toraise their concerns, that bolsters sustainable long-termvalue creation and informs our sustainability strategy.
In identifying relevant stakeholder groups, we considered allactors in our value chains, as well as those impacted by ouractivities. 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 engagementwith these stakeholders is provided in the above table.
SUSTAINABILITY | PAGE 18

OUR APPROACH TO SUSTAINABILITY CONTINUED
Double materiality assessment
Having identified the most important stakeholder groups, we
assessed which sustainability topics could be relevant tothem. 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 weconducted with various stakeholder groups, as well as topics
listed in the ESRS, suggested topics for our industry by the
Sustainability Accounting Standards Board, and thosementioned in analysts reports and sustainability benchmarks.
As noted, our regular interactions with stakeholders are
instrumental as input to our sustainability strategy. Throughcontinuous 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-, mediumand 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 accountpotential impacts on human rights. Conversely, risks andopportunities are assessed based on their anticipated sizeand 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 andrepresent their perspectives. We leveraged the input
provided by stakeholders in 2022 and as part of our regularinteractions, and further engaged with representatives ofcertain stakeholder groups to gather perspectives on certain
topics that required an updated examination. Ourassessment resulted in the material topics presented in thematrix to the right. The topics which received an averagescore higher than three on any of the axes, as per the
shaded areas in the matrix, are considered material forreporting 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 ourcommitment 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 theindustry and our strategy over the past year. These material
topics include data sourcing and partnerships, andresponsible 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 andopportunities of each material topic, were discussed within
the ESG Steering Committee, approved by the Management
Board and communicated to the Supervisory Board.
SUSTAINABILITY | PAGE 19

OUR APPROACH TO SUSTAINABILITY CONTINUEDREPORTING 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 insubsequent 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.

SocialAt the same time, we have bolstered our reporting efforts,
enabling us to obtain limited assurance on all thesustainability information in this chapter and theaccompanying metrics on pages 119 and 120, with the
exception of the EU Taxonomy disclosure.

MATERIAL TOPICS
Topic

KPI

Employer of choice1.

Employee Engagement Score

1.

Percentage of employees making
use of development leaves

People development

Diversity, equity, and inclusion

Environmental

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 forthe majority of the identified topics, while KPIs and targets
on remaining topics are forthcoming.

Governance

SETTING CLEAR TARGETS

Target1.

Gender diversity ratio at company
and senior management level
2. Belonging Score

1.

1.

Employee Engagement Score that isequal to or higher than the benchmark
score by 2025

1.

No specific target set yet

1.

30% female representation atcompany level and 20% for senior
management by 2025
2. No target on Belonging Score set yet

CO2e emissions across Scopes 1, 2,
and 3
2. Renewable electricity usage as apercentage of total electricity
consumption

1.

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 automation1.

No specific KPI yet

1.

No specific target set yet

Climate change actions

Data security and privacy

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

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 thecompany and all its subsidiaries (‘the group’) included in thecompany's consolidated financial statements and cover the sameannual 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 anddownstream value chain of each of our group segments, being
Consumer and Location Technology, where such information isrelevant and material for the group. This includes data relevant to
Scope 3 emissions from purchased goods and services.

For more information on estimates and assumptions applied,reference is made to the disclosures in the subsequent sectionsin 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.

In preparing the information, management made use ofassumptions, 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. Suchestimates and underlying assumptions are reviewed on an ongoingbasis and any revisions may impact the reported amounts.

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 informationin this chapter and the accompanying metrics on pages 119 and120, with the exception of the EU Taxonomy disclosure. The
limited assurance report can be found on pages 133 and 134.

SUSTAINABILITY | PAGE 20

SOCIAL

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, andstarts 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, andinclusion.

EMPOWERING OUR PEOPLE

Enhancing global benefits

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 wholeselves to work that we continue to be successful together.

Besides providing our people with tools and resources tolead and take ownership of their own development, we
continue to provide appealing benefits.

To attract, retain, and engage the right talent, we aim todeliver what TomTom’ers want and need – flexibility, an
impactful and stimulating role, and the opportunity tocontribute to innovative technologies. We are supporting ourtalent through shared principles around leadership anddevelopment, 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 toencourage all TomTom'ers to take ownership of their growthand success, creating opportunities for them to make agreater 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 growthand success. To support this, we created empowering andenabling initiatives that give TomTom’ers the time andresources to achieve their learning goals. From mentorship,coaching, and sponsorship, to training opportunities andtools, and even paid leave and a new dedicated budget for
growth and development, TomTom’ers are enabled to taketime and get in the driving seat of their development.
Additional initiatives at TomTom include company-wide
sessions on feedback culture, as well as collaborations withexternal partners to organize inspirational sessions on a
range of topics, including high-performing teams, resilience,and change management.

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 legislativerequirements. Unless legislation or local practices dictate
otherwise, all full-time employees, excluding interns andcontingent workers, are given equal opportunity to takeadvantage of our benefits offerings in each country. Thisapproach underlines our commitment to providing a
supportive and inclusive work environment.
We recognize that time and flexibility play an important rolein 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 thenews for breaking down taboos around menopause by
hosting a menopause awareness and education session witha 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 inunstructured as well as structured form, throughengagement 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.
SUSTAINABILITY | PAGE 21

SOCIAL CONTINUEDACHIEVING MORE, TOGETHER AS WE AREOUR SOCIAL IMPACT

The impact our people can make is driven by ourcollaborative and inclusive work culture. We believe ourdifferences are one of our greatest strengths. Together, we
are addressing the most complex location-related
challenges by combining our diverse perspectives andworldviews, inventiveness, self-expression, and talents.

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 ofroads were updated on the Humanitarian Open Street Map. To
aid further, TomTom contributed €10,000 towards the Giro555
fund for earthquake victims.

Diversity goes hand-in-hand with inclusion and psychologicalsafety. Our people drive our impact and, to do so, they needto feel comfortable being themselves at work. We strive toensure 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.

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 theearthquake.

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.

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.

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 acountdown to the release of TomTom Orbis Maps.

As a global technology company, we have an opportunity tomake a difference by taking collective action for inclusive techeducation. That’s why we partnered with like-mindedorganizations, 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.

Importantly, our vision extends beyond our technologies, tothe way in which we make broader social impact. We do thisby supporting local communities, promoting quality techeducation, volunteering for causes that matter to us, and somuch more.

Volunteering initiatives
In 2023, we supported underprivileged individuals throughtechnical, mentoring, and financial support. Initiatives like
TomTom Codam Fellows and OSM mapping parties helped
students develop their technical and soft skills.

"Thanks to TomTom's volunteering benefit and theencouragement from my colleagues, it's much easier todedicate time to helping people in need as part of mycountry's Mountain Rescue Service."
Miljan, Software Engineer II

SUSTAINABILITY | PAGE 22

SOCIAL CONTINUEDTAX PRINCIPLES
TomTom’s approach to tax is published on our website.
TomTom has committed to the Dutch Tax Governance Codefor multinational companies, as coordinated and published
by VNO-NCW in 2022. TomTom complies with therequirements of this Code, with the exception of reportingon a legal entity basis. Instead, TomTom voluntarily reports
its tax payments on a regional basis.
TomTom views taxation as an important contribution to asustainable 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 profitsand 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 bycustomers on TomTom’s invoices and withholding taxes on
distribution of dividends.
In addition to income taxes, which are due by TomTom as ataxpayer, our local business activities also create a
responsibility to collect and pay other types of taxes likepayroll taxes and indirect taxes. By collecting and paying
these taxes to local authorities, TomTom provides ameaningful contribution to the countries in which it operates.

Payroll taxes are paid by TomTom to authorities in the formof 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.

(€ in thousands)
Europe1

Indirect taxes such as value added tax (VAT) areconsumption taxes which are levied on the added value andhave an output and input element. The overview to the rightshows TomTom’s net VAT amounts paid, being the balance
between output VAT and input VAT.

The following table provides an overview of TomTom’s net
payments of taxes. As is reflected, taxation is an importantpart of our business and taxes are paid in the regions inwhich we operate.

2022
1,999

North America

2,225

1,244

Rest of world

2,026

1,840

10,831

5,083

Europe115,569

99,762

North America

10,417

9,170

Total corporate income taxes

Rest of world

In addition to the taxes mentioned above, TomTom also
contributes to society by means of other types of taxes suchas 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.

2023
6,580

6,602

8,434

132,588

117,366

14,65015,748

North America

605

1,160

Rest of world3

-163

94

15,092

17,002

Total payroll taxes2
EuropeTotal value added taxes (net)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 attributableto restructuring-related payments.
3.
The negative amount in 2023 is due to input VAT being higher than output
VAT.

SUSTAINABILITY | PAGE 23

SOCIAL CONTINUED
Our people drive our success. As such, being an employerof 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

Employer ofchoiceKPI
1. Employee Engagement Score
Target1. Employee Engagement Score that is equal to or higher thanthe Glint Technology Industry benchmark score by 2025
Performance
1. Employee Engagement Score of 76 (2022: 75), as comparedto 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 andpartners. Such a reputation, however, is not only important in
attracting the right talent, but also in engaging our talent toachieve greatness in their work and drive TomTom forward.
Prioritizing our employees' needs and well-being fosters aculture of innovation and collaboration.
Supporting TomTom'ers' whole self is essential in achieving ourstrategy. To continue attracting, retaining, and engaging
TomTom'ers, we have formulated a people strategy, aroundwhich we have set clear objectives. As we move forward, we
remain committed to listening to feedback from our
TomTom’ers, relentlessly improving our practices, andsustaining 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 toour shared success.

We offer a comprehensive rewards and benefits packagethat 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. Alongwith 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 thanour industry's benchmark. This target reflects a change fromour previously communicated target, resulting from ourupdated people strategy.

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 ouremployee engagement surveys, we organized Ask Me
Anything sessions and regular question-and-answer panelswith 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 thateach and every TomTom’er contributed to, these highattendance rates showed the level of company-wide interest
in and excitement for our vision and shared success.

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 thesection 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 programand extended location flexibility. In addition, we recognizethat time flexibility plays an important role in helping ourpeople be at their best. Our Support for Your Whole Self
benefits include We Care days, which entail paid caregivingdays 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.

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 wecarried out over the year, one in April and another one in
October. For the former, we achieved a score of 77, while weachieved a score of 75 for the latter. In comparison, the Glint
Technology Industry benchmark score was 78 (2022: 78).
Please see the Non-financial information chapter for further
details on our performance.

SUSTAINABILITY | PAGE 24

SOCIAL CONTINUED
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

Peopledevelopment
KPI
1. Percentage of employees making use of development
leavesWe believe that every TomTom’er, regardless of theirposition or tenure, can grow into a leader. We introduced theLeadership 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 theirdevelopment and performance. They create opportunities
for more significant impact, increase their knowledge, raise
their performance levels, and use their expertise to influenceand inspire others.

Target1. No specific target yet

In 2023, we worked on further embedding the principles of
the Leadership Foundation within our performance
management and hiring processes.

Performance
1. 11% of employees made use of development leaves, for an
average of 4.2 days per employee.

We measure the percentage of employees with regularperformance 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

The continuous development and growth of our people plays acrucial role at TomTom. It is the driving force behind ouradaptability, 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, andimprovement 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 attheir 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 toadvance the positive impact on our employees' 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 developmentspecific leaves, and the number of hours spent on thoseleaves, provide us with meaningful insights into how ourbenefits help TomTom'ers achieve their growth anddevelopment goals. Though we have not set specific targets
on this metric, we continue to encourage TomTom'ers totake advantage and further their development.

FURTHER EMPOWERING GROWTH
To further support our employees' learning journeys, wehave several initiatives and benefits in place. Frommentorship, coaching, and sponsorship to training
opportunities and tools, TomTom'ers are enabled to get in
the driving seat of their development through our range ofofferings that we continue to expand.
In 2023, we hosted company-wide information sessions andworked with external partners to organize inspirationalsessions on topics including high-performing teams,
resilience, and change management. Further, we offered awide 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 theaverage 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 haveyielded meaningful results. The launch of our new Grow andDevelop 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 ouremployees (as a percentage of average headcount) alreadymade use of their development for an average of 4.2 days
per employee.
The growing adoption of the Grow and Develop benefits is atestament to our employees' positive reception of ourlearning and growth opportunities. TomTom’ers value our
new growth and learning opportunities, as well as theencouragement to dedicate more time to their personal
development. On top of this, through their feedback, wefound that most TomTom’ers agree that the LeadershipFoundation supports them in their professional development
and performance.
Please see the Non-financial information chapter for further
details on our performance.
SUSTAINABILITY | PAGE 25

SOCIAL CONTINUED

Diversity,
equity,and inclusion
KPIs
1. Gender diversity ratio at company and senior managementlevel
2. Belonging Score
Targets
1. 30% female representation at company level and 20% forsenior 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, enhanceproblem-solving, and promote a healthy working environment.
A diverse team brings together a range of perspectives andtalents, fostering creativity and allowing for complex challenges
to be addressed more effectively. Strengthening DEI ensuresthat everyone feels valued, included, and empowered toperform 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 fortalent 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, andpassionate 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 thatguides 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 TALENTAs diversity helps us drive our collective impact further, weseek to improve representation of underrepresented groups
through targeted recruitment practices and learning anddevelopment 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 thedevelopment of women in technology who show great
potential for growth, whose impact and success led us toincorporate sponsorship as a key component of our learningand development offering.
We monitor our effectiveness in driving diversity bymeasuring the distribution of employees by gender, bycountry, type, and seniority, as well as the distribution of
employees by age. These metrics are reported in the Nonfinancial 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' wellbeing. 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 thebroader equitability of our benefits, as well as the annual
total compensation ratio of the highest-paid individual to themedian annual total compensation. The latter metric isreported in the Non-financial information chapter.
CHAMPIONING A MORE INCLUSIVE CULTURE
Representation goes hand in hand with inclusion andpsychological safety. To drive our collective impact, ourpeople 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 fortech roles, for which the candidate pool may be less diverse
than for other roles, we experience challenges in moving theneedle on female representation. Initiatives such as oursponsorship program should help enhance representation.
Importantly, the scores TomTom'ers attribute to their senseof 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 baseand 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.
SUSTAINABILITY | PAGE 26

ENVIRONMENTAL

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 andenhancing operational sustainability is strong. We arecommitted to continually identifying and minimizing our
impact on the environment through responsible andinnovative business practices, while helping others tooperate more sustainably.
MINIMIZING OUR FOOTPRINT
We recognize that our environmental impact starts withourselves, and the adverse impact our operations might
have due to their associated emissions. As such, we areworking on minimizing our footprint by increasing ouroperational sustainability.
Our Environmental Policy serves as a guiding framework forour sustainability efforts. As a primary measure of ourperformance, we consistently report our direct and indirectemissions, 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 anenvironment-conscious mindset across our organization. The
launch and successful continuation of initiatives like ourGreen Building Program and environmental awarenesscampaigns 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 ourdecarbonization plan, we are increasing our purchases ofrenewable energy, promoting electrified mobility in ourvehicle fleets, and increasing the energy efficiency of ouroperations, 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 baseyear, because it reflects the post-pandemic work situation.
Our targets are not yet science-based, though we view themas good starting points for further improvement. We willcontinue to mature our efforts and targets, exploring andimplementing diverse initiatives to limit our environmental
footprint as we proceed toward a more sustainable future.
PROMOTING SUSTAINABLE MOBILITY
Beyond our operational sustainability, we recognize the role
our products and technologies play in enabling smarter
mobility decisions for individuals, governments, andbusinesses, 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 andsmoothing traffic waves. In addition, our technologies enableemission 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 likedriving speed, traffic, road type, and elevation for efficientroute planning and precise range predictions.
We continually strive to maximize the positive impact of ourofferings, improving road safety and supporting thetransition 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 anddevelopment of our cutting-edge products and technologies.
SUSTAINABILITY | PAGE 27

ENVIRONMENTAL CONTINUED
We are dedicated to lowering emissions through both ourofferings as well as enhanced operational sustainability.
MONITORING EMISSIONS AND SETTING TARGETS

Climatechangeactions
KPIs
1. CO2e 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 tCO2e Scope 1 and 2 emissions (37% lower than 2022),
18,957 tCO2e 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, andopportunities for active participation in our environmental
initiatives. We believe that empowering our workforce to takeownership of our collective sustainability goals is crucial indriving meaningful and lasting change.
Furthermore, we have taken a proactive approach indeveloping technologies that facilitate smarter mobility
decisions. Our products and services contribute to emission
reductions and enhance road safety, thus making a positiveenvironmental and social impact.

We adhere to the GHG Protocol to systematically report on
our direct and indirect emissions. To accurately measure ouremissions, we have established rigorous data collection andanalysis 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 ourglobal office operations following the RE100 technicalcriteria. And by the end of 2026, we target a 55% reductionin 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, suchas 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 BUILDINGSOur 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 forour 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 renewableenergy utilization to 86%, from 69% recorded in 2022.

MORE SUSTAINABLE TRAVEL
To minimize the adverse impact of our travel, we adhere to asustainability-focused Company Car Policy and Travel Policy.
Belgium, home to our largest company car fleet, saw thelaunch of the new Company Car Policy. Eligible employees
can now choose between an EV with charging station or amobility 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 ourbusiness travel habits and associated impact. This resulted
in a reviewed sustainability-centric Travel Policy introducing
five mandatory international rail routes and promotion ofelectric rental cars, fuel-efficient airliners, and eco-certified
hotels. We choose direct flights where possible.
MITIGATING RISKS AND CAPTURING OPPORTUNITIESIn addition to minimizing our footprint, we actively seek tomitigate the risks climate change poses to our business andcapture opportunities for positive contributions. We are
currently in the process of assessing physical risks fromclimate change and business and operational risks from thetransition to a low-carbon economy. Please refer to the Risk
management and control section for more details.
This transition also brings about significant growth ofsustainability-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, ourannual Traffic Index provides insight into congestion, delays,
and emissions from traffic across the globe.
If consumer behavior changes, such as a shift from internal
combustion to electric vehicles or from vehicle ownership toother transportation models, we aim to be well-positioned tocapture 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 andcontinuously encourage our team to innovate in ways that
contribute to a more sustainable world.
SUSTAINABILITY | PAGE 28

GOVERNANCE

Making impact, responsibly
Our commitment to making a significant difference for all
stakeholders is supported by a comprehensive
governance structure that emphasizes sustainable longterm value creation, ethical business practices, and avalues-driven culture. By conducting business in atransparent, ethical, and accountable manner, we aim tobuild and maintain trust with our stakeholders, including
customers, employees, investors, and the communities we
operate in.
ETHICAL BUSINESS PRACTICESOur Code of Conduct serves as the foundation of our ethicalbusiness practices, guiding our employees in their work andinteractions with external stakeholders.
Our Code of Conduct training and awareness program andcontrol mechanisms play a pivotal role in preventing bribery,corruption, and other misconduct at TomTom. The programis designed to instill an awareness of everyone’s
responsibility to uphold TomTom’s business principles andspeak up in case of misconduct. The program includes
gamified trainings, interactive refresher sessions, tailoredcommunication, and custom-made campaigns on specifictopics like human rights, safe working environments, antibribery and corruption, security, confidentiality, and ourOpen 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 reportpotential misconduct without fear of retaliation. All reports
are reviewed and duly followed up on. This reflects ourcommitment to fostering a culture of openness, trust, andaccountability, where stakeholders feel empowered to speak
up and contribute to the continuous improvement of ourbusiness practices. As such, the procedure is reviewed andupdated 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. Ourlabor 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 thewell-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, andsustainability into their operations as well. Suppliers should
adhere to our Supplier Code of Conduct and are asked toacknowledge our Environmental Policy. We also work
proactively with major suppliers, like our cloud providers, toidentify and limit our footprint. Specifically related to the
manufacture and shipment of our navigation devices, wehave a Corporate Environmental Product Complianceprogram in place.
Each of our policies, upon creation or revision, is approvedby 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, andanti-corruption and bribery. This ongoing effort ensures thatour business remains resilient.

Data privacy is a fundamental aspect of our business, andwe adhere to the EU General Data Protection Regulation(GDPR) on a global scale. This enables us to offer a highlevel of protection to our users worldwide, as we can only
use their data when strict regulations are met. We invest incomprehensive training programs for our employees toensure they are fully aware of data privacy and security
requirements. These training programs include companywide e-learning sessions and targeted trainings.
DATA SOURCING AND PARTNERSHIPSWe recognize the importance of responsible data sourcing
and the establishment of strategic partnerships in our quest
to drive innovation. We collaborate with partners to accessthe latest advancements in data collection, processing, andanalysis. Our commitment to responsible data sourcing
ensures we adhere to the highest ethical standards whenobtaining 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 AUTOMATIONINFORMATION SECURITY AND DATA PRIVACY

As a technology company, we are at the forefront ofleveraging 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.

Safety, security, and privacy are top priorities at TomTom,
and we are dedicated to ensuring that our customers cantrust 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 theentire design, engineering, and operations process.

We actively engage with stakeholders to understand theirperspectives and concerns and collaborate with industry
experts and researchers to stay informed about bestpractices and emerging trends. By incorporating theseprinciples 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.
SUSTAINABILITY | PAGE 29

GOVERNANCE CONTINUED
We are deeply committed to developing and maintaining asecure, ethical, and controlled digital environment where
our users can confidently engage with our technology,
knowing their personal information is protected andmanaged responsibly.

Information
security anddata privacy
KPI
1. Percentage of engineers certifiably trained on security

Target1. 75% of engineers certifiably trained by 2025

Performance
1. 19% of engineers certifiably trained at year-end (2022: 9%)

SECURITY AND PRIVACY AS CORE PRINCIPLESOur approach to information security and data privacy isrooted in fundamental human rights, which we use as coreguiding principles. We prioritize the right to privacy andstrive 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 tosafeguard user data, and contribute to developing secure,innovative, and privacy-focused products and services.
Importantly, information security and data privacy are alsoessential elements of the responsible usage AI. As such, oursecurity 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

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 andservices is designed to enable user privacy, user control overtheir 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 andservices protect user privacy while delivering the bestexperience possible. Through this approach, we seek tomitigate risk of potential negative impacts on our employees,
customers, partners, and broader society.

In 2023, we continued to strengthen our certified
Information Security Management System (ISMS). TomTomachieved ISO 27001:2022 certification, becoming one of thefirst organizations to be certified based on this latest
standard. This accreditation distinguishes us fromcompetitors and demonstrates our commitment tocontinuously 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 andwill play a critical role in scaling security initiatives andhelping 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 theorganization'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 andexternal assessments and through our 24/7 monitoring andexternal 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 ISO27001certified ISMS continued to serve as a cornerstone of ourcommitment while getting the TISAX L3 label exceeded
expectations and demonstrated the maturity of our ISMS.
Further, we strengthened our continuous security monitoringand 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
SUSTAINABILITY | PAGE 30

GOVERNANCE CONTINUED
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 partof our common data standard and ecosystem.

Datasourcing andpartnerships
KPIs, targets, and performance
We are in the process of developing measures that give us
insight into our success in responsibly sourcing data andestablishing constructive partnerships.
Since the development of relevant and reliable measures isongoing, 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 ofdata. Our mapmaking platform brings together location-related
data from various sources, including open sources such as theOSM community, our customers and partners, and ourselves.
We recognize the importance of responsibly sourcing this dataand establishing partnerships built on trust, transparency, and ashared 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 theexchange of standardized location-related data, is crucial in
revolutionizing location technology. At the same time, we aremindful to protect proprietary data and technologies tomaintain our competitive edge.

FOSTERING COLLABORATION
A key aspect of our approach is fostering collaboration with
OSM and other partners. We believe in uniting all data on acommon standard to create and sustain an up-to-date mapof 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 closelywith OSM communities worldwide. We collaborated withorganizations like Meninas De Geo and Geo Chicas in Latin
America, providing training, resources, and ongoing support
to empower women in mapping and technology. Throughinitiatives like these, we aimed to bridge gaps inundermapped regions and contribute to humanitarianefforts, 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 inhumanitarian 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 teamworked with local authorities to enhance emergency
response by incorporating missing street and mountain pathdetails into OSM, thereby benefiting both residents andtourists. These efforts have not only improved emergency
routing but also serve as a model for other communities tofollow.

ROBUST DATA GOVERNANCE
To protect both our proprietary data and that of otherparties, we prioritize the implementation of robust data
governance protocols. We govern the ingestion of thirdparty 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 thequality and accuracy of the data to ensure that it met ourstandards. 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 highlightthe benefits and value proposition of joining our ecosystemand the data standard promoted through the Overture Maps
Foundation, showcasing the advantages of collaboratingwith TomTom.
NURTURING 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 andonboarding new customers and partners to mapmaking
ecosystem, we continue to enhance our data sourcing
capabilities and provide customers and their end-users withhigh-quality, reliable, and impactful location technology.

SUSTAINABILITY | PAGE 31

GOVERNANCE CONTINUED

Responsible
AI andautomation
KPIs, targets, and performance
We are in the process of formalizing our AI and automation
strategy, which includes the development of measures thatprovide insights into our success in responsibly deploying
these technologies.
Since the development of relevant and reliable measures isongoing, 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, andunlock new opportunities, thereby advancing our positive
impact. By prioritizing responsible AI and data governance, we
ensure that our AI technologies are developed and utilized inan ethical and transparent manner so as to mitigate any
potential risks and negative impacts associated with the use ofAI.
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 ourcollective success.

In the rapidly evolving technological landscape, we
recognize the importance of harnessing the power ofgenerative 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 inleveraging 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 crossfunctional collaboration, enabling our engineers to work
together and leverage their collective expertise indeveloping 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 andservices to our customers
BOOSTING OUR IMPACT
We recognize the potential of AI technology to significantly
boost our engineers' effectiveness and impact. To achievethis, 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, tosafeguard privacy and security.

including machine learning, deep learning, and natural
language processing. These programs are designed to caterto employees at all levels, from technical specialists to nontechnical 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 theorganization 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 theirexperiences 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 toppriority for TomTom. We strive to adhere to all legal andethical standards, ensuring the protection of sensitive data
and user privacy. Transparency is key to our approach, andwe are committed to promoting AI ethics education within
our organization. By prioritizing robust data governance andresponsible AI practices, we ensure that our AI technologies
are developed and utilized in a manner that is trustworthy
and beneficial to all stakeholders.

These tools enable teams at TomTom to streamline theirworkflows, automate repetitive tasks, and enhance theiroverall productivity. By incorporating AI into our day-to-day
operations, we empower our employees to enlarge andenhance 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,
SUSTAINABILITY | PAGE 32

EU TAXONOMY

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 consideredenvironmentally sustainable through the creation of activityspecific sustainability criteria.
Under the requirements of the EU Taxonomy, companies
currently in scope of Directive 2014/95/EU on the disclosureof non-financial information, which has been implemented
into Dutch law through the Decree disclosure on nonfinancial 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 theextent of eligibility as well as the alignment of our economic
activities with the environmental objectives: Climate change
mitigation and Climate change adaptation. Additionally forreporting year 2023, we are also required to assess theeligibility of our activities against the remaining four
environmental objectives as defined by Article 9 of theTaxonomy Regulation: Sustainable use and protection ofwater 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 ourbusiness 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 andindustry, we did not identify any economic activities that canbe considered as eligible activities for the four
environmental objectives mentioned above.

For an assessment of eligibility and alignment with Climatechange 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 describedin those Annexes as they mostly apply to specific sectors
with high CO2 emissions. Consequently, the proportion of
our current revenue that can be considered as Taxonomyeligible and Taxonomy-aligned is 0% for both 2023 and2022. The applied denominator for EU Taxonomy turnover isdefined as Revenue as disclosed in note 6 to theconsolidated financial statements. Further disclosures aswell as the applied accounting policy can be found in thesame note.
More information on our product offerings and theircontribution 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 ouroffices and facilities more sustainable through activities suchas the implementation of energy management systems andenergy efficient lighting, can be considered as eligible
activities.

The denominator for the CAPEX KPI includes additions in
Intangible assets, Property, plant & equipment (PP&E), andLease 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 therelated accounting policies. The denominator for the OPEXKPI is determined based the EU Taxonomy definition which
covers direct non-capitalized costs that relate to researchand development, building renovation measures, short-termleases, maintenance and repair, and any other direct
expenditures relating to the day-to-day servicing of assets orproperty, plant and equipment. This differs from the total of
operating expenses in our financial statements.
Our assessment is based on our interpretations of how theregulation applies to our business activities and the impact
thereof on eligibility and alignment. We will continue toassess our eligibility and the extent of EU Taxonomy
alignment in 2024. Future guidance could result in moreaccurate definitions and altered decision-making in meeting
reporting obligations that may come into force, which could
impact future EU Taxonomy reporting.

Based on our assessment we identified 6.6% of CAPEX to beeligible, and 1.4% to be aligned (2022: 0.2% eligible andaligned). For OPEX, 0.08% is eligible and 0.02% is aligned(2022: 0.02% eligible and aligned). In the Non-financial
information chapter on pages 125 to 127, we present theoutcome of our assessment in more detail.
For assessing the extent of alignment we reviewed thecriteria in article 3 of the Regulation (EU) 2022/852 and theassociated technical screening criteria included in the
Delegated Acts. We identified the portion of our eligible
activities that meet all technical criteria, and can thus beconsidered 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.
SUSTAINABILITY | PAGE 33

GovernanceCorporate governance

35

Management Board

38

Supervisory Board

41

Supervisory Board report45

Remuneration report

50

Risk management and control

62

Investor relations

68

Management Board statements

69

TOMTOM NV | ANNUAL REPORT 2023 | PAGE 34

CORPORATE GOVERNANCE

Committed to conducting an ethical,
transparent, and accountable business
At TomTom, we foster sound corporate governance. Our
governance framework is driven by five themes.

CultureSustainable long-term value creation

Our people and culture are fundamental to our success.
Innovation is not only present in our technology, but is alsopart of who we are, both as individuals and as a global
collective of over 3,700 people. Together we think big,share, learn fast, and support each other’s growth anddevelopment. We have an agile work culture with anentrepreneurial spirit, where talent makes an impact. Moreinformation is provided in the Sustainability chapter.

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 tothose areas we think offer the best prospects for growth andreturns. The How we create value section provides moredetails.

Responsible business practices
We develop location technologies to overcome ourcustomers' mobility challenges, accelerating the future ofmobility. 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 arepresent. Our ethical business practices, including thoserelating to stringent data privacy, uphold our commitment totransparency. We engage with stakeholders to understandtheir perspectives and interests. A thorough understandingof 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.

Risk management and internal control framework
Risk management forms an integral part of our governanceand business management. The TomTom risk management
process is designed to identify and assess opportunities andrisks at the earliest stage. We take appropriate measures toseize opportunities and mitigate business losses, aiming toavert 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 toguarantee the integrity of our financial reporting andcompliance with laws and regulations. More information isprovided in the Risk management and control section.

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 inplace to ensure we comply with the Code, applicable laws
and regulations, and relevant developments.
GOVERNANCE | PAGE 35

CORPORATE GOVERNANCE CONTINUEDCOMPANY STRUCTURE

GENERAL MEETING

TomTom N.V. is a public limited liability company
incorporated under Dutch law and listed on Euronext
Amsterdam in the Netherlands.

The General Meeting, held at least once a year, takes placein Amsterdam, the Netherlands and is convened by public
notice via our website.

TomTom has a two-tier board structure, comprised of aManagement Board and a Supervisory Board, accountable
to the General Meeting for the performance of their duties.

Recurring agenda items include the adoption of the financial
statements, the discharge of the Management Board andSupervisory Board from responsibility for their respective
duties performed in the previous financial year, and the
remuneration of the Management Board and the Supervisory
Board.

CAPITAL STRUCTURE
The company’s authorized and issued share capital structureon 31 December 2023 is reflected in the table.

• authorize the Management Board to restrict or exclude thepreemptive rights of existing shareholders on the issuanceof, 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 aresuspended while they are held in treasury.

If deemed necessary for the company’s interests, anExtraordinary General Meeting may be convened byresolution of the Management Board or the Supervisory
Board.

Resolutions of the General Meeting require an absolutemajority of the votes cast for adoption, unless a special
majority is mandated by Dutch law or the company’s Articles
of Association.

The minutes and the resolutions of the General Meeting arerecorded in writing and made available to shareholders on
our website no later than three months after the meeting.

The company’s Articles of Association stipulate the voting
percentage required to execute the powers of the General
Meeting, in accordance with Dutch Law.

Substantial shareholdings and short positions

Powers of the General Meeting

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 theNetherlands Authority for the Financial Markets (AFM) as
soon as this threshold is reached or exceeded.

The General Meeting has the following rights and powers:

For the following resolutions of the General Meeting, aminimum of 50% of our issued share capital must be
represented at the meeting, and at least two-thirds of thevotes cast by those in attendance are required:

Share capital

Type

Authorized

IssuedNominal value (€)

NumberOrdinary

0.20

300,000,000

Preferred

0.20

150,000,000

Ordinary

0.20

132,366,672

The following shareholders, (in)directly holding 3% or moreof TomTom’s issued capital and/or voting rights, wereregistered with the AFM as of 31 December 2023:
Name% issued capitalor % 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 %• 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 theManagement Board and the Supervisory Board;• cancel a binding nomination for the appointment of amember of the Management Board or the Supervisory
Board;• appoint a member of the Management Board or theSupervisory Board in contravention of the binding
nomination by the Supervisory Board; or in case theSupervisory Board did not make use of its rights to make abinding nomination; and• dismiss or suspend a member of the Management Boardor the Supervisory Board.

• authorize the Management Board to repurchase or cancel
outstanding shares;• authorize the Management Board to issue, or to grantrights to subscribe for, shares in the capital of the company
for general and/or specific purposes (up to 10% of theissued share capital);

GOVERNANCE | PAGE 36

CORPORATE GOVERNANCE CONTINUED
Regardless of the share capital represented at the General
Meeting, the following resolutions require a majority of atleast two-thirds of the issued share capital that isrepresented at the meeting:• amend of the Articles of Association;• restriction and exclusion of preemptive rights, or thedesignation 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 theSupervisory Board, is authorized by a resolution of theGeneral 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 thecompany’s best interests to be able to react promptly whenbusiness opportunities arise that require the issuance ofordinary 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 priorapproval 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, the remaining number oftreasury shares outstanding was 4,717,362, equal to a capitalinterest of 3.6% of TomTom N.V.

Preferred shares

2023 General Meetings

Stichting Continuïteit TomTom (referred to as theFoundation) was established in 2005, with a board
independent of TomTom. The Foundation’s purpose is toprotect 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.

During 2023, one General Meeting was held.

The Foundation has been granted a call option that allows it
to subscribe for preferred shares up to 100% of theaggregate nominal value of the outstanding ordinary sharesat the time of issuance, up to a maximum of the number ofpreferred shares included in the authorized capital at thetime of issuance. The Foundation shall subscribe forpreferred shares at par value, paying one-quarter of thenominal 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 ofpreferred shares to the Foundation will be temporary andsubject to the Articles of Association and the legislation on
takeovers.

The General Meeting was held on 14 April 2023. The key
resolution passed by the Annual General Meeting was thereappointment of Taco Titulaer as a member of theManagement 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 theAnnual General Meeting to be held in 2024.
For more information
Corporate Governance
TomTom Shareholder Meetings

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 orwithdrawal. If no purchase or withdrawal resolution isadopted at such meeting, a General Meeting will be
convened every year thereafter as long as the preferredshares remain outstanding.
To date, no preferred shares have been issued.

Treasury shares purchased as part of the €50 million sharebuyback commenced in October 2023 are intended to becancelled, following shareholder approval.

GOVERNANCE | PAGE 37

MANAGEMENT BOARD

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

Harold Goddijn

Taco Titulaer

Alain De Taeye

Chief Executive Officer

Chief Financial Officer

Management Board Member

Dutch Nationality / Age 63 / Male

Dutch Nationality / Age 52 / Male

Belgian Nationality / Age 66 / Male

Year of first appointment 2001

Year of first appointment 2015

Year of first appointment 2008

Term of office 2021 - 2025

Term of office 2023 - 2027

Term of office 2020 - 2024

Current positions

Current positions

Current positions

Member of the Supervisory Board of Coolblue

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 andClimate Policy

None

Former positions

Former positions

Former positions

Harold began his career with a venture capital firm. In 1989, hefounded 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, PeterFrans Pauwels, and Pieter Geelen. Harold has been the CEO of
TomTom since 2001.

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.

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 nonexecutive director of Cyient Limited.

Education

Education

Education

Master’s degree in Economics, University of Amsterdam

Master’s degree in Business Economics, University ofGroningen

Graduated as engineer-architect, University of Ghent

GOVERNANCE | PAGE 38

MANAGEMENT BOARD CONTINUED
Composition and appointment

Responsibilities

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 reappointment to successive four-year terms in line with the Code.

The Management Board is responsible for the day-to-day management of TomTom and isguided by the company's interests and considers the interests of all stakeholders.

No member holds more than two supervisory positions at Dutch ‘large companies’, inaccordance with article 2:132a of the DCC.

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;

The General Meeting appoints the members of the Management Board, subject to a binding
nomination from the Supervisory Board.

• managing legal compliance and sustainability matters; andDiversity

The Management Board consults with the Supervisory Board on important matters andpresents key decisions to the Supervisory Board for its preapproval, as detailed in thecompany’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.

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 (notdeemed an executive committee under the Code).
Currently, TomTom has no women in the Management Board, even 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 thereappointment of current Management Board members and, in case of ineligibility forreappointment, 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, aspart of our wider ambition to take important steps forward for representation, in 2022, wehave 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 andInclusion Policy, the Sustainability chapter, and on the TomTom website.

• managing the environmental, social and governance matters relevant to the company.

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, andmitigate 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, andcompliance risks, and holds regular meetings with our product units to ensurecomprehensive reporting on the group’s overall risk profile. This group risk profile isconsidered 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 thesystem of internal control and risk management, including the effectiveness of internal
auditors. Further, the Audit Committee monitors ESG reporting and aspects important to ourcompany's performance and ethical standards. For additional information, reference is madeto 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.

GOVERNANCE | PAGE 39

MANAGEMENT BOARD CONTINUED
Committees

Conflicts of interest

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

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 ofinterest exists.

Committees

In case of a (potential) conflict of interest, the member of the Management Board shallabstain from participating in discussions and decision-making related to the subject ortransaction causing the conflict of interest with the company. Decisions to proceed withtransactions 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 theSupervisory Board. No such transactions were concluded in 2023.

Composition

Responsibilities

Senior Leadership Chief Product Officer, Chief
Team1
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
Forumi) Establish and maintain an
adequate information security
management system aligned withthe company's priorities and with theManagement Board and Senior
Leadership Team's decisions on
strategy priorities and risks; andChief Product Officer, SVP
Engineering Maps, SVP
Product Engineering, Chief
Revenue Officer, andrepresentatives from Product
Units, Security & Safety,
Engineering Departments andShared Servicesii) report on business-criticalcompliance matters.
Disclosure
Committee

Chief Revenue Officer, andrepresentatives of Business
Units, Legal, Group Control,
Investor Relations, andCorporate Communicationsi) Ensure compliance with thedisclosure requirements underapplicable laws and regulations;ii) assist and inform the Management
Board on the maintenance andevaluation of disclosure controls andprocedures; andAdditionally, 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 inaccordance with the Remuneration Policy. Based on the Shareholders Rights Directive andthe 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.

iii) gather all relevant financial andnon-financial information and assessmateriality, timelines, and necessity
for disclosure of such information.
ESG Committee

1.

SVP Engineering Maps, andsenior 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, andconsider current and emerging ESG
topics.

Not deemed to be an Executive Committee, as referred to in best practice provision 2.1.3 of the Code.

GOVERNANCE | PAGE 40

SUPERVISORY BOARD

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.

Derk Haank

Jack de Kreij

Michael Rhodin

Chairman

Deputy Chairman

Supervisory Board Member

Dutch Nationality / Age 70 / Male

Dutch Nationality / Age 64 / Male

American Nationality / Age 63 / Male

Date of first appointment 28 September 2018

Date of first appointment 1 January 2017

Date of first appointment 24 April 2017

Term of office 2022 - 2026

Term of office 2021 - 2025

Term of office 2021 - 2025

Current positions

Current positions

Current positions

Chair of the Supervisory Board of Ebusco Holding NV

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 theRemuneration 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

Member of the Board of Directors of Santander Digital
Consumer Bank and Acoustic, Inc., and International Board ofAdvisors member of Santander Group

Former positions

Former positions

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

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

Senior Vice President of IBM, Board of Directors member ofPrecisely Inc., HZO, Inc., Symbotic, Inc.

Committees

Committees

Committees

RemCo, SelCo (Chair)

AC (Chair)

AC

Expertise

Expertise

Expertise

Business leadership, commercial, and transformation

Finance, audit and risk management, governance, andinternational businessTechnology, innovation, and transformation

GOVERNANCE | PAGE 41

SUPERVISORY BOARD CONTINUED

Marili 't Hooft-Bolle

Gemma Postlethwaite

Supervisory Board Member

Supervisory Board Member

Dutch Nationality / Age 50 / Female

British Nationality / Age 47 / Female

Date of first appointment 24 June 2022

Date of first appointment 1 October 2022

Term of office 2022 - 2027

Term of office 2022 - 2027

Current positions

Current position

CEO at Trengo, and Board Member of the Prins Bernhard
Natuur Fonds

CEO of Gerson Lehrman Group, and member of the New York
Board of the All Stars Project

Former positions

Former positions

COO and Managing Director of InSided, Supervisory Board
member of Vonq, COO of WeTransfer, COO of Signal AI, Chairof the Advisory Board of One Planet Crowd and consultant at
McKinsey & Company

Member of the board of directors of Gerson Lehrman Group,
CEO of Arizent, CEO of PIRA Energy Group, formerly employedby Thomson Reuters, Infogroup and Altegrity, and member of
the Innovation Board of Wolters Kluwer NV

Committees

Committees

RemCo (Chair), SelCo

AC

Expertise

ExpertiseTechnology, innovation, and transformation

Business leadership, stakeholder management, andtransformation

GOVERNANCE | PAGE 42

SUPERVISORY BOARD CONTINUED
Composition and appointment

As for the areas of expertise, the desired composition includes the following areas ofexpertise and backgrounds:

The Supervisory Board is composed of at least three members. The Supervisory Board
appointed a Chair and a Deputy Chair from among its members.
AC RemCo SelCo

Appointment
date'23 '24'25'26• financial administration and accounting, and internal risk management and control
systems;'27• management strategy and risks inherent to TomTom's business;• technology, innovation, and transformation;

2

Derk Haank (Chair)

26 Sep 2018

Jack de Kreij(Deputy Chair)

1 Jan 20172

Michael Rhodin

24 Apr 2017

2

Marili 't Hooft-Bolle

24 Jun 2022

1

Gemma Postlethwaite

1 Oct 20221

• (senior) management selection, recommendation, and development; and• compliance, corporate governance, and company law.

LegendChairMemberTerm

The composition of the Supervisory Board was 40% women and 60% men in 2023. The
Supervisory Board deems the current composition balanced and compliant with thegender diversity target of at least one-third male and female representation as laid downin 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

The General Meeting appoints the Supervisory Board members, subject to the right of theSupervisory Board to make a binding nomination. The complete procedure forappointment 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.

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
LegendAchieved
More to do

Profile and diversity
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 toeffectively fulfill its responsibilities. In accordance with the DCC requirements, theSupervisory Board must maintain a balanced representation of both women and men,with each gender constituting one-third of its members at all times.
GOVERNANCE | PAGE 43

SUPERVISORY BOARD CONTINUED
Role and responsibilities

Conflicts of interest

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 actsin the interest of the company and all its stakeholders, including employees, investors,
customers, local communities, suppliers, governments, and OSM communities andpartners, 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 theSupervisory Board in 2023 can be found in the Supervisory Board report section.

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 ofinterest 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.

Committees

Remuneration

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 themembers 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.

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.

Audit Committee

The member with a (potential) conflict of interest must not participate in discussions anddecision-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 theSupervisory Board have conflicts of interest that are of materially significant to thecompany and/or to the relevant member(s) of the Supervisory Board, require theSupervisory Board approval. No such transactions were concluded in 2023.

The application of the Remuneration Policy over 2023 is outlined in the Remuneration
report, which is also available on our corporate website. This report will be subject to anadvisory vote of the General Meeting in 2024.

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 thecompany’s internal risk management and control systems. The AC supervises theperformance 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 ourcompany's performance and ethical standards. For details on the AC's composition and its
responsibilities, refer to the AC Charter.

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.

Selection and Appointment Committee• Articles of Association

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.

• Management Board Remuneration Policy

Remuneration Committee• Diversity, Equity and Inclusion Policy

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.

• Policy on bilateral and other contacts with shareholders

For more information
Documents related to corporate governance are available on our website, including but
not limited to:• Supervisory Board Remuneration Policy• Supervisory Board Rotation Plan
• Code of Conduct• Open Ears Procedure• Stakeholder Engagement Policy• Inside Information Policy

GOVERNANCE | PAGE 44

SUPERVISORY BOARD REPORT

Message from the Chair of our
Supervisory Board
In 2023, TomTom made significant strides in launching
TomTom Orbis Maps, growing our Location Technology
business, and pioneering innovative products. Ourcommitment to ESG principles remained strong, with ourtechnologies facilitating positive societal andenvironmental impacts.
As the Chair of the Supervisory Board, I am proud to reflect
on the progress TomTom made in 2023. Our dedicatedManagement Board has been instrumental in navigating ourcourse, constantly exploring new frontiers as they led ourteam 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 toour commitment to innovation. It signifies a multi-year
journey of hard work and dedication, transforming ourmapmaking platform from the ground up. The Management
Board has effectively overseen this process, ensuring asmooth transition to a greatly improved, quality-controlled,
and scalable map, and an open standard that allows for
greater integration and value creation.
"Our primary responsibility as a Supervisory Board is tosupervise, guide, and advise the Management Board as
it implements its strategy. As a result, the Supervisory
Board will encourage the maintenance of a sustainablelong-term business model that seeks to create
sustainable value for all stakeholders."

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 asignificant accomplishment and a clear indication of therobustness of our strategy.

Our focus on innovation goes hand in hand with ourcommitment to utilizing generative AI and automation. The
Management Board has effectively taken steps in thisdomain, equipping our teams with the necessary tools andknowledge 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 cuttingedge 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 insetting the ESG course and ensuring our technologies
continue to promote road safety, reduce emissions, andallow for the democratization of access to location data.
The Supervisory Board has a duty to ensure that theManagement 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 needsof 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 HAANKChair of the Supervisory Board

GOVERNANCE | PAGE 45

SUPERVISORY BOARD REPORT CONTINUEDSUPERVISORY 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 theCode, can be found in the Supervisory Board section. Thissection also provides specifics about the Supervisory
Board’s committees and its members. All current members
meet the independence criteria as within the meaning ofbest practice provisions 2.1.7 through 2.1.9 of the Code.
MEETINGS AND ATTENDANCEAll formal Supervisory Board meetings were held in-personin Amsterdam, with the option for hybrid attendance. The
Supervisory Board had its regular meeting every quarter toreview the quarter in detail and receive an operational
update from the Management Board. In addition, theSupervisory 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 theSupervisory Board members was 100%.
SB
SBformalupdatemeetings calls

AC

Derk
Haank

6/6

2/2

Jack
de Kreij

6/6

2/2

4/4

MichaelRhodin

6/6

2/2

4/4

Marili't Hooft-Bolle

6/6

2/2

Gemma
Postlethwaite

6/6

2/2

RemCo

SelCo

4/4

4/4

4/4

4/4

4/4

Attendance is presented as the number of meetings attended out of thenumber of meetings eligible to be attended.

All members demonstrated their commitment to their
Supervisory Board duties by having adequate availability forad 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 regularcontact with TomTom’s CEO. To stay closely informed about
the business and TomTom’s culture, Supervisory Board
members also engaged in informal consultations withmembers 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 inclose cooperation with senior management, holding regularmeetings to establish agendas and prepare the necessary
information for the committee meetings.
STRATEGIC OVERSIGHT
The Supervisory Board dedicated substantial time toreviewing TomTom’s strategy and monitoring progress of its
execution. Frequent discussions concerning the strategic
objectives of the Location Technology business were heldwith the Management Board. Throughout these dialogues,
the Supervisory Board took the responsibility of challenging
and testing the Management Board’s propositions to makedecisions that would support the company’s overall strategy.
The Supervisory Board paid special attention to thedevelopment and launch of TomTom Orbis Maps and (cyber)security and safety. They also monitored the effects ofmacroeconomic conditions on the company’s personnel,
operations, financial performance, and strategy. No criticalconcerns 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, andassessed the progress of the ESG strategy and KPI andtarget setting on a quarterly basis.
Significant time was allocated to reviewing the ever-evolving
technology landscape within which TomTom operates andto understand its impact on the company’s strategy,
including the framework for cyber security.

Each quarter, the Supervisory Board received updates onmarket trends and their impact on the company’s strategic
priorities. The Supervisory Board also discussed andassessed 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 wasaware of the company’s strategic, financial, legal andcompliance, 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, andopportunities in each market segment, HR, and ourtechnology department.
The Supervisory Board received regular updates on the
progress made within our mapmaking and technologies, aswell as the market positioning and traction of thesetechnology components. The establishment of thecommercial organization was also a topic on which theSupervisory 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 ofthese during the year. The level of investment in thecompany's core technologies was thoroughly assessed
every quarter. The Supervisory Board reviewed andapproved the budget for 2024.
Every quarter, the Supervisory Board was updated on thecompany’s Investor Relations activities, such as share pricemovements, analysts’ research, and communication withshareholders. The quarterly updates and the press releases
concerning the full- and half-year results were all reviewed
and approved by the Supervisory Board.

GOVERNANCE | PAGE 46

SUPERVISORY BOARD REPORT CONTINUED
Culture and engagement

EVALUATION

AUDIT COMMITTEE

In order to stay connected with the culture, dynamics, andoperational challenges of TomTom, the Supervisory Board
consistently engaged with talent throughout the company.
Quarterly ‘Meet and Greet’ sessions were arranged toenable open and transparent discussions on importantmatters between the SelCo members and selected talent.

In principle, the Supervisory Board undergoes an
independent assessment by a third party every three years,
with the next evaluation scheduled for 2025.

Meetings and attendance

The Supervisory Board and the Dutch Works Council
conducted two constructive and transparent meetings.
The Supervisory Board was regularly informed about thecompany’s governance and organizational structure.
Succession planning
The Supervisory Board discussed its rotation schedule andsuccession planning. As the second terms of both Jack deKreij and Michael Rhodin are due to expire in 2025, theSupervisory Board has actively moved ahead withappropriate 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 Chairof the Audit Committee in 2025. The goal is to nominate asuccessor for Michael Rhodin at the AGM in 2025. These
measures will ensure thorough succession planning and theseamless 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.
Sustainability
An update was provided on the company’s progress with its
internal program to drive positive impact, as well as its
efforts in setting its ESG strategy and commitments. Moreinformation can be found in the ‘Sustainability’ chapter.
REMUNERATIONThe 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.

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 thestrategic oversight, risk management, succession planning,and human resource management. The questionnaire also
touched upon 2023 developments, such as theManagement Board Investment Plan 2023 and the sharebuy-back announcement in October.
The outcome and potential areas for improvement weredeliberated among the Supervisory Board members in an
evaluation session. It was determined that both theSupervisory Board and its committees perform well andoperate efficiently. The appreciated aspects included the
productive conduct of meetings, healthy board dynamics, anopen speak-up culture, and a strong willingness tocollaborate 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 willcontinue its approach in 2024.
The Management Board evaluates its own functioning
annually. The CEO shares the outcome hereof with the Chairof the Supervisory Board.

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 specifictopics.
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'sreport. The AC and the external auditor also met separately,
without the Management Board, for open discussions onother relevant topics such as the quality of risk assessments
and the collaboration between the Management Board andthe company.
Other department heads (e.g., Business Finance, Financial
Shared Service Center, Investor Relations, IT, Legal andCompliance, Group Control, Sustainability, Privacy andSecurity, Tax, and Treasury) were invited when the AC
deemed it necessary and appropriate.
Financial oversight
The AC supported the Supervisory Board in its duty tosupervise the system of internal control and risk
management, the effectiveness of the internal auditors, thecompany’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 thefinancial reports before they were considered by the fullSupervisory Board.

GOVERNANCE | PAGE 47

SUPERVISORY BOARD REPORT CONTINUED
Throughout the year, the AC tracked and reviewed thequarterly financial results and full-year financial statements
as presented under IFRS (as adopted by the EU and inaccordance 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 wellas 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 thestatus of certain provisions.

Policy and compliance oversightOversight on non-financial information

The effectiveness of the AC was reviewed as part of the2023 overall evaluation of the Supervisory Board, which
confirmed that the AC continues to operate in accordancewith 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 andinclude feedback from the external assessment which isdone once every five years. The internal audit plan wasapproved by the AC. This plan considers the important areasof the business like R&D and operations, but also cybersecurity 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.

During 2023, the AC monitored TomTom's progress on
preparation of the CSRD reporting, including the outcome ofthe double materiality assessment, which was discussed indepth 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 for2023 which will be prepared with reference to the Global
Reporting Initiative (GRI) standards, 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 theimplementation of new financial systems.
Monitoring of internal controls
During all quarterly meetings, the AC was updated on thecompany’s management reporting, the maintenance andeffectiveness 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.

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 wasgiven quarterly updates on the company’s ongoing effort tomaintain the appropriate level of a risk-based information
security management program. Time was also allocated to
discuss the Compliance Management Framework.
Effectiveness review

In consultation with senior management, the IA selects thebusiness 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 aninternal audit. The AC observed a timely follow-up on therecommendations 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 thescope, approach, key audit matters and materiality applied.
Discussions and reviews took place between the AC and theManagement Board on the findings of the external auditor inits management letter and the actions taken to address therecommendations and observations made by the external

auditor. The AC confirms that the discussions related to the2023 financial year did not include any significant items thatneed 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 ofthe external auditor over 2023 was evaluated through asatisfaction survey conducted among the business units andthe 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 appointed PwC as the
new external auditor for a first term of three years, starting in
2024. Throughout this year, the AC has been monitoring theaudit transition plan and the process of establishing PwC's
independence as our forthcoming external auditor.
Auditor independence
The policy on External Auditor Independence stipulates thatthe 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 provisionof non-audit services by the external auditor, which do notconflict with the auditor’s independence, is always subject topre-approval by the AC.
The AC reviewed the Independence of the external auditor
EY, considering qualitative and quantitative factors, andconcluded that EY had sufficient objectivity andindependence 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%

78%

515

Audit – other entities

65

8%

62

9%

Limited assurance – ESG

138

17%

80

12%

Agreed-upon procedures - subsidies

42

5%

—

—%

Total fees

792

657
GOVERNANCE | PAGE 48

SUPERVISORY BOARD REPORT CONTINUEDSELECTION AND APPOINTMENT COMMITTEEREMUNERATION COMMITTEE

Meetings and attendance

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.

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 theCompany Secretary also attended each meeting.

Review on HR strategic topics
Quarterly updates were given by the Chief HR Officer on
strategic HR topics such as management initiatives related tocareer development, management and leadership, policies,
performance management, employee engagement surveys,
and compensation and benefits. These initiatives underscorethe 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 tosearch for a temporary sixth member for the Supervisory
Board at the AGM in 2024. This member will be primed toreplace Jack de Kreij as Chair of the Audit Committee in2025. 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 continuityof the Supervisory Board's duties.
Culture and engagement
The SelCo dedicated significant time to review the results ofthe 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 thecompany, which included, but were not limited to, therequired training and education, necessary skill sets of board
members, and diversity, equity and inclusion. Updates andpresentations were given by subject matter experts.

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 lightof various share price developments and a pay ratio analysis.
Variable remuneration
At the beginning of 2023, the RemCo proposed, and theSupervisory Board approved, the financial performance
metrics used in previous year (Location Technology revenue
and free cash flow weighted at 40% each) and the nonfinancial metric (employee engagement score weighted at20%) to the 2023 STI plan. The RemCo regularly reviewed
the Management Board members’ progress against thosemetrics. The RemCo also proposed the allocation of RSUs in
April 2023, which subsequently was approved by theSupervisory Board.
The deliberations underlying the decisions made regarding
the Short-Term Incentives and the Long-Term Incentives aredescribed 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 ismade to the 2023 Remuneration report.

The Remuneration report forms an integral part of theSupervisory Board report and is prepared in accordance withthe requirements as laid down in the Dutch Civil Code andbest 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, andmanagement letter of the external auditor were thoroughly
discussed with the auditors by the Audit Committee in thepresence of the Management Board, and by the fullSupervisory Board with the Management Board.
The Supervisory Board believes the financial statements for2023 of TomTom N.V. meet all requirements for correctness
and transparency. The Supervisory Board has approved thefinancial statements for 2023. In accordance with thestatutory obligations under article 2:101 (2) of the DCC, allmembers of the Supervisory Board and members of theManagement 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 thecompany’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 theManagement Board for their ongoing dedication andcommitment to the company.
Amsterdam, 2 February 2024
The Supervisory Board

DERK HAANKJACK DE KREIJMICHAEL RHODINMARILI 'T HOOFT-BOLLEGEMMA POSTLETHWAITE
GOVERNANCE | PAGE 49

REMUNERATION REPORT

Letter from the RemCo Chair
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 frameworkfor performance-based remuneration across the company.
This framework aligns with TomTom’s strategic goal of longterm sustainable value creation for all its stakeholders, aswell 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 longterm value creation, maintaining consistency in pay
structures, bolstering competitiveness in executive talentacquisition, considering stakeholder and societal
perspectives, and upholding standards of sound corporate
governance and transparency.
"We have spent considerable effort in 2023 engaging
with our stakeholders and refining our perspective oninternal and external expectations. This informed us in
the preparation of an updated Remuneration Policy,
which we will be submitting to the 2024 AGM."

2023 context and performance
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.

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, theSupervisory Board recognized the need to refine theManagement 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 theapplicability outcome at the 2024 AGM.

MARILI 'T HOOFT-BOLLE
Chair of the Remuneration Committee

TomTom performed well on key financial and non-financial
strategic indicators that drive remuneration. Throughout
2023, TomTom recorded continued revenue growth andsignificantly improved its free cash flow. In addition, theEmployee Engagement Score increased in 2023, as we
continued to engage our people through a variety of
initiatives.

GOVERNANCE | PAGE 50

REMUNERATION REPORT CONTINUED

Enhancing remuneration transparency
REMUNERATION AT A GLANCEFIXED PAY AND BENEFITSSHORT-TERM INCENTIVE

LONG-TERM INCENTIVE PLAN

Attracts, engages, and retains Board Members to deliveron TomTom's strategic objectives

Contributes to TomTom's short-term financial and nonfinancial performance objectives

Aligns Board Members' objectives with TomTom's longterm growth strategy and stakeholders' interests

HaroldGoddijnCEO

Taco
TitulaerAlain
De Taeye

HaroldGoddijn

Taco
TitulaerAlain
De Taeye

HaroldGoddijn

Taco
TitulaerAlain
De Taeye

CFO

Board Member

CEO

CFO

Board Member

CEO

CFO

Board Member

1Base salary€565

Target % of base salary

€465

€471

Positioned at a median level of peer group benchmark(conducted at least every three years), and reviewed annuallyPension % of base salary

Waived20%

20%

Benefits
Items such as medical insurance, death and disability
insurance, car allowances, and liability insurance coverage

80%

64%

Target % of base salary

64%

140%

112%

€791

112%

2023 bonus as a % of base salary

89%

71%
€332

71%

Actual grant levels do not deviate from target unlessunderpin conditions are not met

2023 performance assessment detail
Weighting

Outcome

Location
Technology
revenue40%

119%Free cash flow

40%

110%

Employee
Engagement
Score

20%

100%

€471

RSUs are subject to a three-year vesting period and a twoyear holding period. Vesting is conditional upon employment
only

€336

Metric€465

RSUs were introduced in 2019. No grant of stock options toManagement Board since 20182023 bonus amount1

€505

100%

Grant 2023 RSU value1, 22023 bonus assessment

112%

100%

Shareholding
Target levels, % of base salary at 31 December 2023

3x

2x

2x

Number of times base salary at 31 December 2023

175x
1.
2.

0.7x

5x

€ in thousands.
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.

GOVERNANCE | PAGE 51

REMUNERATION REPORT CONTINUEDREMUNERATION OF THE MANAGEMENT BOARD
The Supervisory Board ensures that the Remuneration Policy and its implementation arelinked 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 ofManagement Board members is intended to encourage behaviors that drive the generationof both short-term results to ensure ongoing operational improvement and financial stability,
and sustainable long-term value by pursuing opportunities for innovation, partnerships, andgrowth.
INTERNAL ALIGNMENTThe 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.

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 ouroperating 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 theManagement 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 acceptable, 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

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.

At TomTom, talent is key to the delivery of our vision and strategy. It is therefore imperativethat 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.

Scenario analysis

Peer group and benchmark

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 riskthat 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 rangeof potential remuneration outcomes falls within the boundaries of what is consideredappropriate for that level of performance.

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.

Pay ratio
This calculation of the pay ratio has resulted in the following outcome:Pay ratio1

1.

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 topresent the updated Remuneration Policy for approval by the 2024 AGM.

2019

2020

2021

2022

2023

CEO

27.1

20.1

22.7

23.3

23.5

CONCLUSIONSManagement Board

22.2

17.0

19.0

19.3

19.9

The Supervisory Board acknowledges that the Management Board's remuneration package
requires further attention. This conclusion is drawn based on both internal and externalbenchmarks, 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 salaryremains 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.

Excluding the cost of social security.

GOVERNANCE | PAGE 52

REMUNERATION REPORT CONTINUEDOVERVIEW 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
the remuneration of the Management Board in 2023.
Fixed€ in thousands

Year

Base salary

Fringebenefits

Harold Goddijn

2023

565

1

Taco Titulaer
Alain De Taeye

Pension1—

Variable

Other items2

Short-term
incentive

Long-term
incentive3

Total
remuneration4

Ratio of fixed
to variable
remuneration

10

505

775

1,856

31% / 69%

2022

521

1

—

9

487

677

1,695

31% / 69%

2023

465

3

93

10

332

514

1,417

40% / 60%

2022

429

2

86

9

320

398

1,244

42% / 58%

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.
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 compensationplans, 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.
2.

BASE SALARYPENSION AND BENEFITSThe 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 basesalary. The internal ratio to total remuneration levels within the company is also considered
to ensure alignment throughout the company.

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.

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.

Further information concerning pensions can be found in the above overview of actual
remuneration for pension and other items paid in 2023.

In 2023, the Management Board members’ salaries were assessed against the adjustmentsfor other employees and were adjusted by 8.34%, in line with market movement for
employees in the Netherlands.

€ in thousands

PensionHarold Goddijn

2

WaivedTaco Titulaer

Gross pension allowance andcompany pension plan3, 4

Alain De Taeye

Gross pension allowance3, 4Benefits1
Medical insurance,
death and disability insurance,
car allowances5,
and liability insurance

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.

GOVERNANCE | PAGE 53

REMUNERATION REPORT CONTINUEDSHORT-TERM INCENTIVEManagement Board Investment Plan

Management Board members participate in the short-term, annual incentive plan. The shortterm incentive has an at-target payout level of 80% of base salary for the CEO, and 64% ofbase salary for other members of the Management Board.

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.

On an annual basis, at the beginning of the year, the Supervisory Board determines theperformance criteria for the Management Board. These criteria can be financial criteria, nonfinancial 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 performance criteria, all in accordance with the Management Board Remuneration
Policy.

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.

The performance criteria provide the framework for employee incentive schemes, which arecascaded, with modifications, down by the Management Board to the rest of the company.

The performance assessment for the Management Board’s STI was 112%. The following tablesummarizes the performance assessment:

Assessment and outcome

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 first quarter of the next financial year. A
minimum level of performance must be achieved before any payment under the plan will bemade 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 evaluationof the past financial year. The Remuneration Committee investigates, deliberates, anddetermines the annual incentive of each Management Board member. The Supervisory
Board assesses whether the outcome of the calculated payout is justified by the overallbusiness 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 andrelevant aspects of operational business performance.
Performance criteria and targets for 2023
The financial performance criteria for the 2023 short-term incentive plan were aligned withthe financial guidance given to the financial markets. The targets reflect the importance ofbalancing targeted growth in key areas, the Location Technology business in specific, overallprofitability, 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 theConsumer business. This metric is an indicator of the company's long-term strategic ambitionin 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.

Performance metric

WeightingMinimum
performance(0%)

Target2023(100%)

Maximum
performance(150%)% oftargetLocation Technology revenue

40%

€455
million€485
million€500
million119%

Free cash flow1

40%€0million€29
million€44
million110%

Employee Engagement Score

20%

72

76

78

100%

Weighted achievement
1.

112%

Free cash flow is cash from operating activities minus investments in intangible assets and property, plant andequipment

2023 Location Technology revenue was above the target level with an achievement of 119%.
Free cash flow, adjusted for the cash-out related to the realignment of our Maps organizationas 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 % ofbase salary

Weightedachievement
performance
metrics

Harold Goddijn

565

80%

112%

505 (89%)

Taco Titulaer

465

64%

112%

332 (71%)

Alain De Taeye

471

64%

112%

336 (71%)

Actual award2023

In 2023, no discretion, derogation, or clawback was applicable. Please refer to theGovernance section of this Remuneration report for more details.
GOVERNANCE | PAGE 54

REMUNERATION REPORT CONTINUEDLONG-TERM INCENTIVE

Outcome

TomTom’s current Long-Term Incentive plan is based on RSUs. RSUs are simple andtransparent instruments with relatively predictable grant outcomes for both recipients andshareholders. This predictability makes RSUs superior retention instruments for seniorleadership. Hence, RSUs are common in the international technology industry. As regards
their inclusion in the Management Board Remuneration Policy, internal consistency isfacilitated as RSUs are also the prevalent Long-Term Incentive plan instrument for seniorleadership within TomTom.

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 thatwould 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 ofthe 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 withholdor reduce the 2023 RSU grant, as there were no reasons to do so. After due considerationand evaluation the Supervisory Board approved this proposal.

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, followedby an extended two-year holding period.
Under the current Remuneration Policy, vesting 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.

The annual grants are set as a percentage of the fixed salary of the Management Board andthe following table provides an overview of the RSU allocation in 2023:
Base salary(€ in thousands)

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, nonfinancial 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.

1.

Target % ofgross annual
salaryValue in (€)
at grant date1

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 =

65,618The number of RSUs granted is determined on the basis of the average of the closing prices of TomTom N.V. sharesin the 60 days preceding the grant date.

The structure of the Long-Term Incentive plans, and details of movements in grants to theManagement Board, are detailed in the tables on the next page. Refer to note 9 of theconsolidated financial statements for further information about the stock compensationplans, including employee plans.

GOVERNANCE | PAGE 55

REMUNERATION REPORT CONTINUEDDETAILS OF THE RESTRICTED STOCK UNITS OF THE MANAGEMENT BOARD

Plan

Harold Goddijn3

Taco Titulaer3

Alain De Taeye3

RSU 2020
RSU 2021
RSU 2022
RSU 2023
RSU 2020
RSU 2021
RSU 2022
RSU 2023
RSU 2020
RSU 2021
RSU 2022
RSU 2023

Grant date

29-Apr-20
29-Apr-21
15-Apr-22
17-Apr-23
29-Apr-20
29-Apr-21
15-Apr-22
17-Apr-23
29-Apr-20
29-Apr-21
15-Apr-22
17-Apr-23

Main plan conditions
End of holding
Vesting dateperiod1

29-Apr-23
29-Apr-24
15-Apr-25
17-Apr-26
29-Apr-23
29-Apr-24
15-Apr-25
17-Apr-26
29-Apr-23
29-Apr-24
15-Apr-25
17-Apr-26

29-Apr-25
29-Apr-26
15-Apr-27
17-Apr-28
29-Apr-25
29-Apr-26
15-Apr-27
17-Apr-28
29-Apr-25
29-Apr-26
15-Apr-27
17-Apr-28

Information regarding the reported financial year
Opening
At beginning of
the year
83,62088,42094,393—49,13051,95055,456—
49,77052,63056,186—
581,555

Movement during the year
Granted

Vested———110,237———
64,764———65,618240,619

83,620———49,130———49,770———
182,520

At end of theyear—
88,42094,393
110,237—
51,95055,45664,764—
52,63056,186
65,618
639,654

Closing
Subject to aholding period1
41,209———23,835———24,146———89,190Market value of award
at year-end (€)2
263,119———
152,186———
154,172———
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.
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.
Additionally, 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.
2.

DETAILS OF THE STOCK OPTIONS OF THE MANAGEMENT BOARD

Plan

Harold Goddijn

Taco Titulaer

Alain De Taeye

1.
2.

Option 2016
Option 2017
Option 2018
Option 2016
Option 2017
Option 2018
Option 2016
Option 2017
Option 2018

Grant date1

10-May-16
10-May-17
2-May-18
10-May-16
10-May-17
2-May-18
10-May-16
10-May-17
2-May-18

Vesting date

10-May-19
10-May-20
2-May-21
10-May-19
10-May-20
2-May-21
10-May-19
10-May-20
2-May-21

Main plan conditions
Exercise
Expiry date price (€)
10-May-23
10-May-24
2-May-25
10-May-23
10-May-24
2-May-25
10-May-23
10-May-24
2-May-25

7.58
9.57
8.13
7.58
9.57
8.13
7.58
9.57
8.13

Information regarding the reported financial year
Opening
At beginningof the year
112,500
165,000
201,500
48,50085,000102,800
56,500100,000

Movement during the year
Expired112,500—————
56,500—

Vested
—
—
—
—
—
—
—
—

120,000
991,800—
169,000——

Exercised———
48,500————At end ofthe year—
165,000
201,500—
85,000102,800—
100,000

Closing
Outstanding
and vested—
165,000
201,500—
85,000102,800—
100,000—
48,500120,000
774,300

120,000
774,300

Market value of award
at year-end (€)2
—
—
—
—
—
—
—
—
—

RSUs were introduced in 2019. There has been no grant of stock options to Management Board members since 2018.
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 thathave 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.

GOVERNANCE | PAGE 56

REMUNERATION REPORT CONTINUEDSHARE OWNERSHIP GUIDELINESOUTLOOK

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 theirshareholding through vested LTI.

The Supervisory Board has been proactive in the monitoring of emerging trends inremuneration, as demonstrated in both the internal and external alignment sections of theRemuneration report.

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 thebase salary.

Board member

Shareownership
guidelines

Harold Goddijn

3x base salary

2

Shareholding Market value
at year-endof shares at(number of year-end (€ in Base salary (€shares)thousands)1 in thousands)
15,452,448

Number oftimes basesalary98,664565

175 x

Taco Titulaer

2x base salary

50,457

322

465

0.7 x

Alain De Taeye

2x base salary358,650

2,290

471

5x

1.
2.

The market value of shares is calculated based on the closing share price on 31 December 2023 of €6.39.
Taco Titulaer started building his share ownership position upon the first RSUs vesting in 2022.

Specifically, we have been observant of the pay ratio development between theManagement 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 thepeer 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 theManagement Board warrants a more in-depth review and refinement. It is our aim to ensurethat 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.

TARGET COMPENSATION MIX

FOR MORE INFORMATIONThe 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 potential compensation package designed to reward
based on company performance.1
Harold Goddijn

31%

Taco Titulaer

42%
58%

69%

1.

Alain De Taeye

42%

At risk
Not at risk

Management Board Remuneration

At risk
Not at risk

58%

At risk
Not at risk

Excluding lease car allowance.

GOVERNANCE | PAGE 57

REMUNERATION REPORT CONTINUEDCOMPARATIVE INFORMATION
For the purpose of reviewing the five-year development of Management Board remunerationand company performance, the Remuneration Committee has decided to take the metrics ofLocation Technology revenue, group free cash flow generation, and the year-end share priceas appropriate measures of company performance.

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.

The following table shows the remuneration and company performance over the last fivereported years, compared with the immediate preceding years.

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 aresult of an increase in base pay.

Management Board remuneration1

TomTom executives and potential hires€ in thousands and as a %compared to previous year
Harold Goddijn
YoY
Taco Titulaer
YoY
Alain De Taeye
YoY
Total
YoY

2019
1,551
-2%
1,095
12%
1,172
-1%
3,819
2%

2020
1,151
-26%
852
-22%
907
-23%
2,910
-24%

2021
1,356
18%
1,009
18%
1,046
15%
3,411
17%

2022
1,686
24%
1,234
22%
1,270
22%
4,190
23%

2023
1,845
9%
1,406
14%
1,422
12%
4,674
12%

Average remuneration1 per FTE€ in thousands and as a %compared to previous year
Global employees
YoY

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 value1 (based on share price at grant date) of
TomTom executives (~60 employees) and Management Board

2019

2020

2021

2022

2023

57
5%

57
0%

60
5%

72
21%

78
8%

300
250

Company performance measures€ in millions and as a % compared
to previous year, unless statedotherwise
Location Technology revenue
YoY
Free cash flow2
YoY
Share price (€)3
YoY

200

2019
426
14%
70
-52%
9.42
19%

2020
392
-8%
-26
-138%
8.44
-10%

2021
394
0%
24
192%
9.11
8%

2022
436
11%
-29
-224%
6.49
-29%

150

2023
491
13%
32
210%
6.39
-2%

100
50
—
2019

1.

Excluding the cost of social security.
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.

2020
TomTom senior executives

2.

1

2021

2022

2023

TomTom Management Board

Indexed, with average RSU grant value in 2019 set at 100.

GOVERNANCE | PAGE 58

REMUNERATION REPORT CONTINUED

GOVERNANCE
This Remuneration report describes the process that has been followed by the
Remuneration Committee in relation to the implementation of the Remuneration Policies overthe given financial year, and, if applicable, any proposed revision of the Remuneration
Policies. Every year, the implementation of the Remuneration Policies, through theRemuneration 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 ofour 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 andincluding 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

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, andexercisable 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 theinitiative 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 severancecompensation applies.
These terms will not apply if the Management Board member’s employment is terminated forany reason as set out in articles 7:677 (1) and 7:678 of the DCC. In such situations, theManagement Board member will not be entitled to any severance compensation. A memberof the Management Board will not be entitled to severance compensation if employment isterminated by themselves, or on their own initiative.

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 incentiveof each Management Board member. The Supervisory Board assesses whether the outcomeof 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, theChairs of the Remuneration Committee and the Audit Committee review the final outcomes,
including any quality of earnings elements and relevant aspects of operational businessperformance.

GOVERNANCE | PAGE 59

REMUNERATION REPORT CONTINUEDREMUNERATION 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 tooversee the (execution of the) company’s strategy and performance;

Members of the Supervisory Board are not authorized to receive any payments under thecompany’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 thecompany. Members of the Supervisory Board are not entitled to any benefits upon thetermination 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:• intends to reward Supervisory Board members for utilizing their skills and competences tothe maximum extent possible to execute the tasks delegated to them including but notlimited 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 forcomparable roles; and

2023

2022

2021

2020

2019

Derk Haank1

61,00064,37061,00064,73356,000Jack de Kreij2

50,00050,76750,00050,00050,000Michael Rhodin3, 4

59,00053,76753,00050,60262,00051,00026,492———59,00011,750———5

Marili 't Hooft-Bolle4, 6

Gemma Postlethwaite
Jacqueline Tammenoms
Bakker7• reflects the company’s size and complexity, as well as the responsibilities of the role andthe time spent.

—

14,73351,00051,00051,000—13,57847,000

10,183—

8

Karien van Gennip

—

1,333

8,000

—

—

Previous members

—

—

—

12,66474,000280,000

236,790

270,000

239,182

293,000

Hala Zeine7

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 andonly comprises fixed remuneration.
In addition to a fixed fee, the members of the Supervisory Board are provided with acommittee fee and intercontinental travel compensation. Other than the introduction of theintercontinental 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 thepeer 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:
(€)

(€)

Total
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 remunerationin 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.

Chair

MemberSupervisory Board

50,00040,000

FOR MORE INFORMATION

Audit Committee

10,0007,000

Supervisory Board Remuneration

Remuneration Committee

7,000

4,000

Selection and Appointment Committee

7,000

4,000

Intercontinental travel allowance per travel occurrence

3,000

GOVERNANCE | PAGE 60

REMUNERATION REPORT CONTINUEDSTAKEHOLDER ENGAGEMENT

Investor organizations/proxy advisors

The perspectives of TomTom stakeholders and the overall social and business context are
taken into consideration by the Remuneration Committee when developing, reviewing, andimplementing the Remuneration Policy for TomTom’s Management Board and theRemuneration Policy for TomTom's Supervisory Board. The Remuneration Committee iscommitted to continuously improving the dialogue about and transparency regarding
Management Board remuneration.

In 2023, the Remuneration Committee maintained its dialogue with representatives ofvarious 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:

Shareholdersi) to disclose the pay ratio between the Management Board and the employees (ISS);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, inaccordance with best practice provisions (4.2.2) of the Code. We continued to strengthen ourshareholder engagement and governance, underlining our commitment to a transparent andinclusive approach to corporate governance.

ii) to ensure adequate disclosures in the Remuneration report on the selection of the peergroup in relation to the benchmarking exercise (ISS);

Support for our remuneration in recent years has been strong:
AGM 2023 Voting ItemAGM 2022 Voting ItemAGM 2021 Voting Item

Remuneration in thefinancial year 2022

Remuneration in thefinancial year 2021

Remuneration in thefinancial year 2020

87,743,277

93,743,212

86,245,711

Votes
For

6.0%

6.4%

12.5%

Against

87.5%

93.6%

94.0%

In addition, the chart below illustrates shareholders' voting behavior on our remunerationrelated proposals in recent years:
AGM 2023 Voting ItemAGM 2020 Voting ItemAGM 2020 Voting Item

Amendment toRemuneration Policy for
the Management Board

Adjustment of
the Remuneration Policy
for the Management Board

Adjustment of
the Remuneration Policy
for the Supervisory Board

91,398,738

87,756,952

87,745,938

Votes

For

0.1%

19.8%

26.9%

Against
73.1%

80.2%

iii) to improve future remuneration policies' support for long-term value creation(Eumedion), andiv) 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 thetotal global employee workforce, relative to the total remuneration package of the CEO andthe 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 theamendments to the Remuneration Policy, as well as our stakeholders' input mentioned underpoints 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 theManagement 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 discussmatters, 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 theSupervisory Board and quarterly with the Management Board).
Public perception
The Supervisory Board monitors the societal implications of general remuneration trends andperspectives globally and locally. In general, Management Board remuneration at TomTom is
not a publicly debated topic.

99.9%
GOVERNANCE | PAGE 61

RISK MANAGEMENT AND CONTROL

Achieving adaptability through soundrisk 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, thecompetitive landscape, geopolitical tensions, and a shift
towards a more sustainable planet. In order to takeadvantage of our opportunities we will need to executeon our product roadmap and expand our long-term
strategic partnerships, supported by strong controls andtransparent reporting. TomTom’s risk management
approach is designed to identify and assess
opportunities and risks as early as possible and to takeappropriate measures in order to seize opportunities
and limit business losses. The aim is to manage risks thatpose a threat to TomTom’s future and to strengthen ourability 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 thedevelopment of new products and our core markets aswell as all other risks that can impact our business like
operational, people, financial, legal and compliance andsustainability 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 internalfinancial control systems.
Our systems are designed to manage, rather thaneliminate, the risk that we fail to achieve our businessobjectives 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 placethroughout the business;• organizational design that supports businessobjectives and a culture that encourages open andtransparent communication;• an ESG Committee, supported by Senior Leadership,
which initiates, drives, and coordinates ESG strategy
development, policy setting, disclosures, and planningof 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, andmonitoring procedures;• strong tax compliance and correct local filings, enabledby TomTom’s centralized organization and supported
by local advisors; andReviews 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 thefinancial statements do not contain material
misstatements and that no material changes to thecontrol framework were required.
DEFINE RISK APPETITE
Our willingness to assume calculated risks anduncertainties (the risk appetite) differs for each category.
Our risk appetite is determined by considering theopportunity in relation to the potential threats toachieving our strategic objectives. The level of thecompany’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 thepotential impact on the group’s strategic, people,
financial, legal and compliance, sustainability, andoperational objectives if one or more of the main risks
were to materialize. Our risk assessment is done byestimating the total impact of an event given that it
occurred, with a 90% confidence interval. The likelihoodof 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.

• our control environment is supported by automationand strong IT tooling.
GOVERNANCE | PAGE 62

RISK MANAGEMENT AND CONTROL CONTINUEDThe 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, ormateriality. The overview is not exhaustive as there may
be risks currently not known to us or not deemed to bematerial. The overview should be considered inconnection 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 tosemiconductors. 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" fromthe overview. This risk was deemed generic and istherefore incorporated in other risks, as disclosed below.
EMERGING RISKS IN 2023

ASSESS RISKS AND RISK RESPONSE
Strategic risks and opportunities are analyzed regularly,
as core technologies' value streams are reviewed andcritical developments are monitored continuously. This
process is facilitated by our Product Office. Operational,
people, financial, legal and compliance, andsustainability risks are monitored by our corporate risk
management function. The corporate risk management
function meets regularly with the Product Office toensure 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 Boardand 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 theoutcome thereof as well as internal audits, external
audits, and management self-assessment on controls arereported to and discussed by the Audit Committee.

2023 saw explosive growth in both the capabilities andadoption of generative AI. The expected disruption fromgenerative 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 ininterest rates on the valuation of our assets andliabilities, including goodwill, on our balance sheet. This
assessment did not result in any impairment or othermaterial change in the valuation of our assets andliabilities, except for a decrease in the value of ourdefined benefit pension obligation. More details on our
goodwill impairment test can be found in note 13.

GOVERNANCE | PAGE 63

RISK MANAGEMENT AND CONTROL CONTINUEDSUSTAINABILITY RISKS AND OPPORTUNITIESTomTom assessed climate risk, including the risks
associated with our ESG commitments and the impact ofclimate 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 associatedclimate-related opportunities, as some of our products
and services (e.g., traffic, EV Routing and Range, andADAS) are enablers for others to reduce emissions, as
further described in the Sustainability chapter. We willcontinue to assess climate risk and opportunities on an
ongoing basis.

Category

ImpactLikelihood

Failure to commercialize our new mapmaking platform

M

L

M

Failure to grow our Location Technology business

H

M

H

Service availability issues

H

L

M

Generative AI and automation

M

M

L

Inability to maintain employee engagement and well-being

M

M

M

Diversity, equity, and inclusion

M

L

L

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

Strategic

Operational

PeopleLegal andcompliance

Risk

Trend

Appetite

LegendHHigh

ESG-related risk

M

MediumNew risk

L

Low

Unchanged risk
Increased risk
Decreased risk

GOVERNANCE | PAGE 64

RISK MANAGEMENT AND CONTROL CONTINUED

Risk

Trend Description

Opportunity/Response

Strategic
Failure tocommercialize 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 thisstandard. 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 materiallyadversely affected.

Failure to grow our
Location Technology
business

Our new mapmaking platform and approach to mapmaking greatly improve ourmapmaking 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 toinvest 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 wework with our Tier-1 cloud providers and we ensure that their environmental commitments
are in line with our own.

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.

TomTom has extensive experience in the location technology market and we arecommitted to positioning TomTom in a manner that addresses the future needs of ourcustomers and allows us to effectively pursue new opportunities.

Major players in the technology industry have ventured into the automotive
sector. They have launched solutions ranging from vehicle dashboards andinfotainment systems to autonomous and electric vehicles. With thetransformation of cars into sophisticated computing platforms, large technology
companies might attempt to capitalize on this transition, leading to increased
competitive pressures.

With our technological and innovative capabilities, we continuously develop new productand 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, supportinguse cases such as food delivery, fleet and logistics, ride-hailing, EV services, and ISA.

We provide customer-facing services that are expected to be fully accessible andusable 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 otherinfrastructure systems.

Revenue-generating and customer-facing services are supported by infrastructure runningwith 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.

Operational
Service availability
issuesA significant disruption to the availability of these systems could causeinterruptions 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 ouroperations.
Generative AI &Automation

Any remaining on-premise network infrastructure dependencies are being addressed inconsultation 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 can lead to competitive disruption if competitors moves faster in
embedding AI in their product offering and creates superior products or services.

We are committed to infuse generative AI into our products and operations, improving
efficiency, fostering innovation, and expanding generated customer value.

In addition, generative AI and automation may lead to changes in job roles andresponsibilities, potentially resulting in job displacement, job losses, or a shift inrequired skill sets.

At the same time, we prioritize data governance and offer guidelines for responsible AI tominimize the risks associated with AI and empower our teams with the tools andknowledge for effective and responsible usage of AI.

GOVERNANCE | PAGE 65

RISK MANAGEMENT AND CONTROL CONTINUED

Risk

Trend Description

Opportunity/Response

PeopleInability to maintainemployeeengagement and wellbeing

Our markets are characterized by rapid technological change, which challenges
us to sell and deliver highly competitive products and services on an ongoingbasis. 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 skilledemployees which can result in high turnover and, consequently, reduced
innovation and lower productivity.

Diversity, equity, andinclusion

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 theorganization.
This can also impede the company's ability to attract and retain top talent,ultimately hindering innovation and creativity.

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 andmake 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 tostronger talent retention. An important driver of engagement is the success and impact ofthe products we develop, as these can have a positive impact on people's lives (e.g., lesstraffic incidents, reduced CO2 emissions, convenient routing).
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 awork environment in which they are respected, treated with fairness, and can feel free toexpress themselves and bring their ideas to the table.

Legal and compliance
Information securityrisk

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 oursystems and networks, defective products, and sanctions potentially imposed byregulators could adversely affect our business and reputation and have a material
adverse effect on our financial condition and the results of our operations.

Customer privacy andchanging regulatory
requirements

We provide location-based products and services to our customers. Due to
growing public awareness and increased regulatory scrutiny, compliance withprivacy regulations, and customer expectations is increasingly important inmaintaining our competitive position. Various governments across the globe haveadopted or are in the process of adopting privacy regulations, and it is imperativefor 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.

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 pacewith the evolving threats facing our company.

Inherent in the design and operation of our products and services, we apply a privacy-bydesign approach to ensure that our Privacy Principles, as well as the obligations arisingfrom 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.

GOVERNANCE | PAGE 66

RISK MANAGEMENT AND CONTROL CONTINUED

RiskIntellectual property
claimsTrend Description
We rely on a combination of trademarks, trade names, patents, confidentiality andnon-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 resultin us being ordered to pay substantial damages or forced to stop or delay thedevelopment, 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 becostly and time-consuming.

Opportunity/Response
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 researchand 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 adversechanges inmacroeconomic
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 ourcontracts 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 businesscustomers’ goals, adding value by enhancing their offerings and enabling operational
efficiencies.

Climate change can pose both physical as well as transition risks to our business.
The increasing occurrence and severity of extreme weather events likeheatwaves, droughts, floods, and wildfires can have a negative impact on ourcustomers, and potentially on our revenue and operations.

We are in the process of carrying out more in-depth analyses of the physical risks ofclimate change and we continue to monitor both risks and opportunities arising fromclimate 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 sophisticateduse cases.

We have no debt and a strong cash position which allows us time to adjust our pricing andcost base. We manage foreign currency transaction risk mainly through forward contracts
to cover forecasted net exposures.

Sustainability
Climate-related risk

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.

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 andgrow in newly-emerging customer needs in the location and navigation space.

GOVERNANCE | PAGE 67

INVESTOR RELATIONSConsistent and transparent reporting

Our Investor Relations website contains information about
TomTom. Investors and analysts are encouraged to visit theInvestor Relations website regularly for coverage of theshare price, shareholder meetings, financial results, press
releases, presentations, webcasts, and relevant events.

LISTING

TomTom’s current dividend policy is not to distributedividends. The company gives priority to increasing
technology investments to strengthen its capabilities andcompetitive position. The company believes that allocating
its cash resources to these priorities serves shareholders’interests and the company’s objective of sustainable longterm value creation.

TomTom N.V. shares are traded on Euronext Amsterdam in
the Netherlands under the symbol TOM2. The company isincluded in the Amsterdam Small Cap Index (AScX).

10.00

An overview of the company’s shareholders with a holding(voting rights) of 3% of the issued capital or more can befound in the Corporate Governance section. The following
table shows the company’s ordinary shareholder structure as
at 31 December 2023:% of total

Harold Goddijn

15,452,448

11.7%

Corinne Vigreux

14,982,531

11.3%

Peter-Frans Pauwels

14,702,531

11.1%

During a closed period prior to the publication of thequarterly results, we do not engage in discussions withanalysts, investors, and financial journalists or givepresentations at investor conferences.

Pieter Geelen

14,140,030

10.7%

Total founders

59,277,540

44.8%

Free float

68,371,770

51.7%

FINANCIAL CALENDAR 2024

Total shares outstanding

CLOSED PERIOD

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

The graph below shows TomTom’s share price development
during 2023.

SHAREHOLDER STRUCTURE

Number ofsharesOur financial calendar can be found on our website. The
scheduled dates for earnings releases are as follows:

SHARE PRICE

Treasury shares1
1.

4,717,362

3.6%

132,366,672

100%

4,000k
3,500k

8.00

3,000k
2,500k

6.00

2,000k
4.00

1,500kVOLUMEWe strictly adhere to applicable legislation on fair disclosure.
We aim to inform stakeholders about TomTom and its
management, strategy, goals, and expectations in atransparent, timely, and consistent manner. Contact withinvestors and analysts is conducted in compliance withapplicable rules and regulations, in particular thoseconcerning market abuse, inside information, and equal
treatment. For more information, please refer to our Policy onbilateral and other contacts with shareholders.

DIVIDEND POLICYSHARE PRICE

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 arereported on our Investor Relations website.

1,000k

2.00

500k
0.00

0k
Jan
2023

Mar
2023

Jun
2023

Traded Volume

Sep
2023

Dec
2023
Closing price

Treasury shares are related to TomTom's share buyback programs. Sharespurchased as part of the 2023 program are intended to be canceled,subject to shareholder approval.

GOVERNANCE | PAGE 68

MANAGEMENT BOARD STATEMENTSManagement Board statements
The Management Board report (consisting 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 STATEMENTThe Management Board states, in accordance with bestpractice 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 generationof the company as well as the risks and opportunities
facing 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 practiceprovision 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 theManagement 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:• the annual financial statements give a true and fair view of
the assets, liabilities, financial position, and loss of thecompany and the undertakings included in the
consolidation taken as a whole; and• the Management Board report provides a fair view of thedevelopment and performance of the business and theposition of the company and the undertakings included in
the consolidation taken as a whole, together with adescription of the principal risks and uncertainties that thecompany faces.
CORPORATE GOVERNANCE STATEMENT
The information required to be included in this Corporate
Governance Statement as described in articles 3, 3a, 3b and3d 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 Decree, are described in the In Control andResponsibility Statement.
OUR COMPLIANCE WITH THE CODE
TomTom complies with all the relevant best practiceprovisions of the Code, with the exception of best practiceprovisions 3.1.2 (v) and 4.3.3. The nature of and reasons forthese 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 theextent that it does not link its Long-Term Incentive topredefined performance criteria. All RSUs granted under theManagement Board Restricted Stock Unit Plan shall be
granted conditional to continued employment of theManagement Board members only. These grants have avesting 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 thatit 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 natureof a nomination for the appointment of a member of theManagement Board or the Supervisory Board and/or aresolution to dismiss a member of the Management Board orof the Supervisory Board by an absolute majority of the votes
cast. It may be provided that this majority should represent agiven proportion of the issued capital, the proportion ofwhich 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 theGeneral 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 amember 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 andSupervisory Board is critical for delivering sustainable longterm value creation.
GOVERNANCE | PAGE 69

MANAGEMENT BOARD STATEMENTS CONTINUED
The company would like to protect its stakeholders against asudden 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, whichmust be disclosed pursuant to the Decree Article 10
Takeover Directive (‘Besluit artikel 10 overnamerichtlijn’), is
included in the Corporate Governance section, theSupervisory Board report and the notes referred to herein, tothe 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 nonfinancial information (‘Besluit bekendmaking niet-financiële
informatie’). The information regarding environmental, anticorruption and bribery, social and employee matters, andrespect for human rights, as required by this Decree, isincorporated in the Sustainability chapter and in the Nonfinancial 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

GOVERNANCE | PAGE 70

Financials
Consolidated financial statements

72

Company financial statements

105

Other information

110

TOMTOM NV | ANNUAL REPORT 2023 | PAGE 71

Financials
Consolidated financial statements
Consolidated statement of income
Consolidated statement of comprehensive income
Consolidated balance sheet
Consolidated statement of cash flows
Consolidated statement of changes in equity
Notes to the consolidated financial statements

73
73
74
74
75
76

TOMTOM NV | ANNUAL REPORT 2023 | PAGE 72

Consolidated statement of income

Consolidated statement of comprehensive income

For the year ended 31 December

For the year ended 31 December(€ in thousands)

Notes

2023

2022

Revenue

6584,760

536,343

Cost of sales

7

88,992

86,619Gross profit

495,768

449,724

Actuarial gain on defined benefit plans1

Research and development expenses - Geographic data

174,596205,760

Fair value remeasurement of financial instruments1

Research and development expenses - Application layer

184,619

171,504

Sales and marketing expenses

57,08050,353

Items that may be subsequently reclassified to
profit or loss

General and administrative expenses
Total operating expenses

8-11

Operating result-102,735

Items that will not be reclassified to profit or loss
8

-512

5,719

995

-3,090Currency translation differences

-568

2,406

Other comprehensive income/(loss) for the period

-85

5,035

-20,008-97,613

Total comprehensive loss for the period-21,093-97,700

Attributable to equity holders of the parent-21,093-97,700

Interest expense

29-1,949-1,183

Other financial result

29-1,739

3,611

6,000

2,818

-14,008-94,795-7,000-7,940

Net result-21,008-102,735

Attributable to equity holders of the parent-21,008-102,735

Basic

-0.16

-0.80

Diluted

-0.16

-0.80

Earnings per share (€)-21,008

119,720

390

12

2022

547,337

9,688

Income tax expense

Net result

2023

99,481

29

Result before tax

Notes

515,776

Interest income

Financial result(€ in thousands)

1.

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

26

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

Consolidated statement of cash flows

As at 31 December

For the year ended 31 December(€ in thousands)

Notes

2023

2022

(€ in thousands)

Goodwill

13

192,294

192,294

Operating result

Other intangible assets

14

20,27542,917

Foreign exchange adjustments-1,214

6,373

Property, plant and equipment

15

24,31321,645

Depreciation and amortization

10

43,61656,672

Lease assets

16

44,62435,815

Change in provisions

30-2,598-2,472Other contract-related assets

6

24,38423,737

Equity-settled stock compensation expenses

912,801

10,532Other investments

17,28

0

13,814

Other non-cash movement

-341

-69

Deferred tax assets

12

1,206

1,158

Changes in working capital:

307,096

331,380

2,288

5,086

Total non-current assets

Notes

Change in inventories

2023

2022

-20,008-97,613Inventories

18

14,823

14,660Change in receivables and prepayments-303-9,164

Trade receivables

19

69,15665,743

Change in liabilities (excluding provisions)1

1,340

5,124

Unbilled receivables

6

42,77848,298Cash flow from operations

35,581-25,531

6

10,635

6,890Interest received

29

9,679

389

20-21

36,20936,803

Interest paid

29

-1,734-1,183Fixed-term deposits

22

227,662

171,000

Corporate income taxes paid

12

-10,831-5,083

Cash and cash equivalents

22

87,532

132,729

Cash flow from operating activities

32,695-31,408

Total current assets

488,795

476,123

Investments in intangible assets

14

0-5,271

Total assets

795,891

807,503

Investments in property, plant and equipment

15-11,857-4,895

181,588

199,606

Proceeds from sale of investments

17

14,965

0

181,588

199,606

Dividends received

17

0

392

-56,662-21,000-53,554-30,774-11,766-14,369

Other contract-related assets
Prepayments and other receivables

Equity attributable to equity holders of the parent

25

Total equity
Lease liabilities

16

38,441

26,654

Change in fixed-term deposits

Deferred tax liability

12

1,040

2,404

Cash flow from investing activities

Provisions

30

14,841

18,237

Payment of lease liabilities

16

Deferred revenue

6267,059

263,043

Proceeds on issue of ordinary shares

25

368

4,051

321,381

310,338

Purchase of treasury shares

25-12,060

0Total non-current liabilities
Trade payables

23

21,168

6,102

Cash flow from financing activities-23,458-10,318

Lease liabilities

16

8,272

11,071

Net decrease in cash and cash equivalents-44,317-72,500

Provisions

132,729

205,820

-880

-591

87,532

132,72930

10,87911,020Cash and cash equivalents at the beginning of period

Deferred revenue

6

166,171

175,607

Other contract-related liabilities

6

17,07818,921

Exchange rate changes on cash balances held in
foreign currencies

Income taxes

12

1,594

3,133

Accruals and other liabilities

24

67,76071,705

Total current liabilities

292,922

297,559

Total equity and liabilities

795,891

807,503

The notes on pages 77 to 109 are an integral part of these consolidated financial statements.

Cash and cash equivalents at the end of period1.

22Includes movements in the non-current portion of deferred revenue presented under non-current liabilities.

FINANCIALS | CONSOLIDATED FINANCIAL STATEMENTS | PAGE 74

Consolidated statement of changes in equity
For the year ended 31 December(€ in thousands)

Notes

Balance as at 1 January 2022

Share capital

Share premium

Treasury shares

Other reserves1

Retainedearnings

Shareholders’equity26,473

338,124-40,746

99,172-140,300

282,723

0

0

0

0

-102,735-102,735

0

0

0

2,406

0

2,406

0

0

0

0

5,719

5,719

COMPREHENSIVE INCOME
Result for the year
OTHER COMPREHENSIVE INCOME
Currency translation differences2
Actuarial gain on defined benefit plans

8

Fair value remeasurement of financial instruments

17

0

0

0

-3,0900-3,090Total 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

10,5320

10,532

Reissuance of shares

25

0

0

4,051

0

0

4,051

OTHER MOVEMENTS
Transfers between reserves
Balance as at 31 December 2022

0

0

6,213

-36,203

29,990026,473

338,124-30,482

72,817-207,326

199,606

0

0

0

0

-21,008-21,008

0

0

0

-568

0

-568

COMPREHENSIVE INCOME
Result for the year
Other comprehensive income
Currency translation differences2
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

-21,520-21,093012,801012,801

TRANSACTIONS WITH OWNERS
Stock compensation expenses

9

0

0

Reissuance of shares

25

0

0

368

0

0

368

Repurchase of shares

25

0

0

-12,38800-12,388

Reclassification from liability to stock compensation reserve

9

0

0

0

2,294

0

2,294

0

0

8,392

-31,594

23,202

026,473

338,124-34,11056,745-205,644

181,588

OTHER MOVEMENTS
Transfers between reserves
Balance as at 31 December 2023
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 andfinancial instruments
25 Shareholders’ equity
26 Earnings per share
27 Financial risk management
28 Financial instruments
29 Financial result

1
2
3
4

GeneralBasis of preparation
Accounting estimates
Geopolitical risk and economic
uncertainties

77
77
78
78

13
14
15
16
17

Goodwill
Other intangible assets
Property, plant and equipment
Lease assets and lease liabilities
Other investments

90
91
92
93
94

Section 2

Section 4

Section 6

Results for the year

Working capital

Other disclosures

5
6

Segment reporting
Revenue from contracts withcustomers
7 Cost of sales
8 Personnel expenses
9 Stock compensation
10 Depreciation and amortization
11 Government grants
12 Income tax

79
80
83
83
85
87
87
87

18
19
20
21
22

Inventories
Trade receivables
Prepayments and other receivables
Other financial assets and liabilities
Cash and cash equivalents and fixedterm deposits
23 Trade payables
24 Accruals and other liabilities

95
95
95
96
96

30 Provisions
31 Commitments, contingent assets, andliabilities
32 Related party transactions
33 Auditor’s remuneration
34 Subsequent events

97
98
98
100
101

102
103
104
104
104

96
96

TOMTOM NV | ANNUAL REPORT 2023 | PAGE 76

SECTION 1

General information and basis ofreportingThis 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 andheadquarters in Amsterdam, the Netherlands. The registered address of the company is
De Ruijterkade 154, 1011 AC, Amsterdam. The company is registered under traderegistration number of 34224566 in the Chamber of Commerce in Amsterdam. The
activities of the company include the development and sale of navigation and locationbased products and services which includes maps, traffic, navigation software, andportable navigation devices (PNDs).
The consolidated financial statements comprise the company and its subsidiaries (thegroup).
The financial statements have been prepared by the Management Board and wereauthorized for issue on 2 February 2024. The financial statements will be submitted forapproval to the General Meeting on 17 April 2024.
2 BASIS OF PREPARATIONThe 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 costbasis, except for financial instruments (including derivatives) classified at fair value
through profit or loss 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 awhole are described below, while other material accounting policies related to specificitems are described under the relevant note. The description of accounting policies in thenotes 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 tounderstand 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 theseamendments, however they are not yet applicable for the current reporting year as thegroup's consolidated revenue is currently below the threshold of €750 million.
To the extent relevant, all other IFRS standards, interpretations and amendments thatwere in issue and effective from 1 January 2023 have been adopted by the group. Allother standards and interpretations or amendments with future effective dates have notbeen early adopted as they are not expected to have 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 fromits involvement with the investee and has the ability to affect those returns through its
FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 77

SECTION 1 | GENERAL INFORMATION AND BASIS OF REPORTING CONTINUED
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, arisingfrom transactions between group companies, are eliminated.
Foreign currencies
The company’s primary activities are denominated in EUR. Accordingly, EUR is thecompany’s functional currency and the group’s presentation currency. Items included in
the financial information of individual entities in the group are measured using theindividual entity’s functional currency, which is the currency of the primary economic
environment in which the entity operates.

3 ACCOUNTING ESTIMATES
The preparation of these consolidated financial statements requires management to makecertain assumptions, estimates, and judgments that affect the reported amounts of assets,
liabilities and disclosure of contingent assets and liabilities, as of the date of theconsolidated 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.

Transactions and balancesSignificant estimates

Foreign currency transactions are translated to the functional currency using theexchange 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.

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:

Foreign exchange gains and losses resulting from the settlement of such transactions andfrom the translation at year-end exchange rates of monetary assets and liabilities
denominated in foreign currencies are recognized under ‘Other financial result’ in theincome 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 atbalance 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 andgeneral and administrative expenses are presented as a separate category. Included ingeneral 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.

Note
Revenue-related estimates

6

Income tax

12Impairment 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 andconcluded that such matters have no material impact on the assumptions impacting thefinancial statements.
4 GEOPOLITICAL RISK AND ECONOMIC UNCERTAINTIESThe 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, volatileenergy 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 notmaterial 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.
FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 78

SECTION 2

Results for the year
This section presents the notes related to items in the income statement (except for
financial income and expenses) and disclosure 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 forthe year is provided in the financial and operational review sections in theManagement Board report.

(€ in thousands)

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.

2022

499,869

446,309

External customers

490,664

436,402

Inter-segment

9,205

9,907

Consumer

94,09699,941Eliminations-9,205-9,907

Total revenue

584,760

536,343-11,309-71,240

The EBIT of each segment is as follows:
Location Technology

The group’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 andmobile 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 basedon relevant measures that reflect the level of benefits of these functions to each of theoperating segments. The effects of non-recurring items such as group initiatedrestructurings are excluded from management’s measurement basis. Interest income andexpenses and tax are not allocated to the segments.

2023

Location Technology

Consumer

6,932

6,466

Total segment operating result (segment EBIT)-4,377-64,774

Location Technology

31,122-15,581Consumer

7,775

7,403

38,897-8,178The EBITDA of each segment is as follows:1

Total segment EBITDA
1.

The difference between EBIT and EBITDA for each segment is explained by the respective depreciation andamortization 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.

There is no measure of segment (non-current) assets and/or liabilities provided to theManagement Board.

(€ in thousands)

1.

2023

2022

Total segment EBIT

-4,377-64,774

Unallocated expenses1-15,631-32,839

Financial result

6,000

2,818

Result before tax-14,008-94,795

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

FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 79

SECTION 2 | RESULTS FOR THE YEAR CONTINUED
6 REVENUE FROM CONTRACTS WITH CUSTOMERSCONTRACT BALANCESGroup 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 andservices, timing of revenue recognition and by geographical areas:

Contract-related asset balances consist of trade receivables, unbilled receivables, andother contract-related assets. Details of other contract-related assets are shown below:(€ in thousands)

Other deferred cost of sales

1,224

1,036

Other contract-related assets

35,01930,627

Current

10,635

6,890

Non-current

24,38423,737

2023

2022

External revenue by products and services
License revenue

331,236

299,491

Rendering of services

188,610

166,003

Sale of goods

64,91470,849Total revenue

584,760

536,343

Revenue by timing of revenue recognition(€ in thousands)

2023

2022

Capitalized contract costs

33,79529,591Other contract-related assets are disclosed as:

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.

Goods and services transferred at a point in time

88,96597,567

Goods and services transferred over time495,795

438,776

Total revenue

584,760

536,343

Europe349,600

316,169

Contract-related liability balances are as follows:

North America

136,702

137,125(€ in thousands)

2023

2022

Rest of world

98,45883,049Deferred revenue

433,230

438,650

Total revenue

584,760

536,343

Other contract-related liabilities1

17,07818,921

The geographical split of Consumer’s revenue is based on the location of the customers,
while the split of revenue from Location Technology is based on the coverage of thegeographical map data and other content.

Total contract-related liabilities

450,308

457,571

External revenue by geographical areas

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 grouprevenue (35%, 14%, 13%, and 14% of 2022 revenue).

Revenue of €176 million (2022: €181 million) was recognized from amounts included incontract 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.

Of which:1.

Current

183,249

194,528

Non-current

267,059

263,043

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

Total revenue generated in the Netherlands in 2023 amounted to €11 million (2022: €10
million). Within Location Technology, there is one customer that had revenue of more than
15% of total group revenue in 2023.

FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 80

SECTION 2 | RESULTS FOR THE YEAR CONTINUED
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

19,62020,676433,230

438,650

Total deferred revenue

At balance sheet date, €405 million (2022: €407 million) of Location Technology’sdeferred revenue related to Automotive and €9 million (2022: €10 million) related toEnterprise.
Automotive and Consumer deferred revenue is mostly driven by upfront payments by ourcustomers for longer-term (multiple years) content and service deliveries (e.g., traffic andmap updates). The Enterprise deferred revenue is mostly related to some customers who
prepay each year for their annual license to our content.
PERFORMANCE OBLIGATIONSIn Automotive, payments for the licenses and services are typically in the form of fixedroyalty payments for each car produced by the Automotive customer during the durationof 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/guaranteedroyalties for larger customers or usage-based royalty payments for smaller customers.
The payments typically correspond with the period the group is obliged to provide thelicense and/or services.
In Consumer, both B2B and end-customers make payments for (bundled) products andservices 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 suchproducts 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 thepractical expedient); and• license and/or service contracts where each individual future activation is treated as aseparate (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

1,506

1,435

Total unfulfilled performance obligations

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 toaccess’ 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 canbe 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, therevenue 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 unitof usage is treated as a separate license or subscription. The initial map and map updates foreach 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 astraight-line basis over the applicable service period.

FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 81

SECTION 2 | RESULTS FOR THE YEAR CONTINUED

License revenue for ‘right to use’ licenses is recognized at the moment the control passes tothe customer, except for the usage-based royalties, which are recognized when the usage hastaken 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 haveexceeded 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 ofroyalties 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 asa 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 suchinvoice 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 atthree 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 ofgoods 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 ofagreements that are commercially linked, the (estimated) total transaction price of theagreement is allocated to each of the identified ‘distinct’ performance obligation based on therelative stand-alone selling price of each element. Depending on their nature, the revenue fromeach 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 fairvalue cannot be reliably determined, the value of the non-cash consideration is measured at thestand-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 theaggregate 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 deductedfrom the revenue, estimates of the stand-alone selling price of various elements in bundledarrangements 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 thegroup’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 willcompensate 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 priceThe 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, suchas 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 priceArrangements and contracting with Automotive customers are very specific and complex innature. For each arrangement, management must make an assessment and judgment as towhether the agreement signed with the OEM should be treated as a contract under IFRS 15 orwhether 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 thecontract as meant by IFRS 15 (referred to as 'subscription contracts'). If the overall agreementwith the OEM is treated as a single contract, then management treats the future usage asvariable consideration of the contract.
The (expected) total transaction price of such contracts needs to be estimated at the inceptionof the contract and each future reporting date. Such estimates particularly relate to expectedusage of our licenses and/or services which may be susceptible to factors outside our influencesuch 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.

FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 82

SECTION 2 | RESULTS FOR THE YEAR CONTINUED
7 COST OF SALESPENSIONS

The group’s cost of sales includes material and fulfillment costs for goods sold tocustomers, costs of services, royalty costs and costs attributed to certain contracts withcustomers.

The group’s pension plans primarily comprise defined contribution plans, limiting theemployer’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. Thisis a statutory payment based on Italian civil law. An amount is accrued each year basedon the employee’s remuneration and previously revalued accruals. This liability is
included as part of ‘Employee benefits provisions'.

8 PERSONNEL EXPENSES
Personnel expenses for the group can be broken down as follows:(€ in thousands)

2023

2022

237,997

240,862

34,151

38,595

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.

Pensions

9,241

10,250In addition, the group has defined benefit plans in Germany and Belgium.

Stock compensation

13,13811,300Temporary employee expenses

18,008

13,690Restructuring

7,884

25,856

The total pension costs of €9.2 million (2022: €10.3 million) consists of the costs of thedefined contribution plans of €8.5 million (2022: €9.3 million) and of the defined benefit
plan of €0.7 million (2022: €1.0 million).

1

Other

42,45539,641

Total personnel expenses

362,874

380,194

Salaries
Social security costs

1.

Other personnel expenses include costs of (secondary) benefits such as working from home allowance, healthinsurance, 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 was 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

3,708

4,127

Total FTE

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.

FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 83

SECTION 2 | RESULTS FOR THE YEAR CONTINUED
Belgium

Germany

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 lumpsum 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 andmanages 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 returnprovided by the insurance company is below the legally required minimum return), thegroup treats these plans as defined benefit plans.

The defined benefit plan in Germany is unfunded and has no plan assets. Management isof 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 thegroup is unable to meet its obligations, the participants will receive (partial) payments froma state-owned pension protection fund.

(€ in thousands)
Present value as at 1 January
Return on assets

2023

2022

Plan Assets

Plan
Liabilities

Plan Assets

Plan
Liabilities

27,524-30,230

25,348-33,130

843

The following table presents the movement in the plan liabilities:

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

Experience gains due to change indemographical assumptions

0

-293

515

-1,895

Gains/losses from change infinancial 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

29,135-31,452

27,524-30,230

2023

2022

Present value as at 1 January-7,488-10,326-27-50

Current service cost
Interest cost

-268

-102

-7,783-10,478

Remeasurements:

209

Current service cost(€ in thousands)

Experience (gains)/losses due to change in demographicalassumptions

164

-351

(Gains)/losses from change in financial assumptions

-370

3,152

-206

2,801

323

189

-7,666-7,488Benefits paid
Present value as at 31 December

Remeasurements:

Present value as at 31 December
Net defined benefit obligation-2,317-2,706The significant actuarial assumptions used in determining the pension obligations were as
follows:
2023
Discount rate
1

Average life expectancy
1.

2022

Belgium

Germany

Belgium

Germany

3.2%

4.1%

3.1%

3.7%

14

17

14

17

The above average life expectancy is the average actual value for males and females retiring at age 65 for theBelgium plan (2022: 65) in accordance with MR/FR -5 and 66 (2022: 66) for the Germany plan set in accordancewith the common German mortality tables ‘Heubeck 2018G’.

The table below indicates the sensitivity of the defined benefit obligation to changes inthe discount rate:
Impact on defined benefit
obligation
Belgium

Germany

Discount rate increases by 0.5%

-864

-293

Discount rate decreases by 0.5%

1,013

350

(€ in thousands)

FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 84

SECTION 2 | RESULTS FOR THE YEAR CONTINUEDACCOUNTING 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 acash 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 thecurrency in which the benefits will be paid, and for which the terms to maturity approximate theterms 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 andcertain employees as part of their remuneration. The purpose of the stock compensation
is to retain management and employees, and align the interests of management andeligible employees with those of shareholders, by providing additional incentives toimprove the group’s performance on a long-term basis.
The group operates restricted stock unit plans and some historic stock option plans ofwhich 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-settledplans 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 tosubscribe for shares under the respective equity plans. The instruments cannot betransferred, 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, andsecondly 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

18,940Stock compensation expense

12,801

10,532

Transfer between reserves and/or liabilities
Stock options exercised and settlement of restricted shares
Balance as at 31 December

462

-847

-8,174-8,73424,98019,891

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 fairvalue of the RSUs is determined with reference to the share price of TomTom N.V. at thedate 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

375,2680

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 in2025) 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 expectationon achieving the targets since these are non-market performance conditions.

FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 85

SECTION 2 | RESULTS FOR THE YEAR CONTINUED
Under this plan an amount of €2.6 million has been invested by employees, translating in
375 thousand RSUs. This amount has been reclassified from the accrued bonus liability tostock compensation reserve as part of the €2.3 million net reclassification disclosed in thestatement of changes in equity. Total costs 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 areconsidered to have lapsed after a period of seven years following the grant date.

Numberoutstandingat
31/12/2023

Exercise
price pershare (€)

Weighted
averageremaininglife

Numberexercisableat31/12/2023

Weighted
average
exercise
price (€)

2017509,350

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:

Outstanding as at 1 January

2023

2022

Number

Weighted
average
exercise
price (€)

Number

Weighted
average
exercise
price (€)

1,633,171

8.61

2,451,001

8.35

Exercised-48,500

7.78-518,610

7.81

Expired-505,533

8.07-299,2207.87-61,538

10.06

0

—

1,017,600

8.84

1,633,171

8.61

Forfeited
Outstanding as at 31 December

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 thevalue 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 (thevesting period).
As at 31 December 2023, the outstanding liability with regard to the phantom share planwas €0.4 million (2022: nil). This exists from the issue of new phantom shares to a small
group of employees during 2023.

The following table summarizes information about the stock options outstanding at
31 December 2023:

Year of grant

CASH-SETTLED PLANSACCOUNTING POLICY
The fair value of equity-settled stock compensation grants as measured at the date of grant isexpensed 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 sharepurchase 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 priceat conversion date is recognized immediately in the income statement while the expenses forthe 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 ateach 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.

Options were exercised on a regular basis throughout the year. The average share priceduring the year was €6.98 (2022: €7.90).
The fair value of the options granted up to 2019 is determined using the binomial treemodel. 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.

FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 86

SECTION 2 | RESULTS FOR THE YEAR CONTINUED
deviate from the Dutch corporate tax rate. The following table presents a numericalreconciliation between the tax charge on the basis of the Dutch tax rate and the ETR.

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

2023

2022

Amortization

22,45832,835

Depreciation

21,15823,837

Total depreciation and amortization

43,61656,672

Dutch tax rate
Higher/(lower) weighted average statutory rate of group activities

2023

2022

25.8%

25.8%

1.7%

0.2%

Income exempted from tax

3.6%

0.0%

Non-deductible expenses-30.8%-4.0%

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

Current year losses not capitalized/non-recognition of previously
capitalized losses-25.4%-27.5%(€ in thousands)

2023

2022

Effect of prior years’ settlements and/or adjustments

11.8%

-0.6%

Research and development expenses - Geographic data

21,39931,495

Other-36.9%-2.3%

Research and development expenses - Application layer

1,054

1,339

Effective tax rate

-50.2%-8.4%

Sales and marketing expenses

00General and administrative expenses

5

1

22,45832,835

Total amortization

11 GOVERNMENT GRANTS
In 2023, the 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

The income tax debited directly to equity in 2023 amounted to €0.4 million (2022: creditof €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

Income tax comprises current and deferred tax:(€ in thousands)

2023

2022

Current tax-8,733-7,495

Deferred tax

1,733

-445

-7,000-7,940Total income tax

The income tax expense of €7.0 million in 2023 represents an ETR of -50.2% (2022:-8.4%). The 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
Netherlands (€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.

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 businesscombination 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 thebalance 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 acceptedby the tax authorities.

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

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, cashsettled long-term incentives, and provisions as well as from the capitalization of tax losses
carried forward.
FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 87

SECTION 2 | RESULTS FOR THE YEAR CONTINUED
The following table presents the movement in each of the categories on a gross basis.
Assessed
losses &credits

Provisions

Long-term
incentives

Intangible
assets

Other

Total

Balance as at 1 January 2022

4,280

3,833

836

-5,905-2,863181(Charged)/credited to income statement-1,569

-745

149

1,720

0

-445

0

-2,112

0

0

1,074

-1,038(€ in thousands)

Credited/(charged) to equity
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

1,064

1,170

827

-2,161-735

166

Balance as at 31 December 2023

In some jurisdictions the group has tax losses that have not been recognized as adeferred tax asset as the future recovery of these losses against future taxable income isuncertain. 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 havenot been met. The losses have no future expiry date.

The following table presents the expected timing of reversal of our deferred tax assets
and liabilities:

The amount of uncapitalized tax losses increased compared with last year due to additionof 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 theassessment 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, thelosses 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).

(€ 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

166-1,246After 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 thebalance sheet as follows:(€ in thousands)

2023

2022

Deferred tax assets

1,206

1,158

Deferred tax liabilities-1,040-2,404166-1,246

Total deferred tax

FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 88

SECTION 2 | RESULTS FOR THE YEAR CONTINUEDACCOUNTING POLICYSIGNIFICANT ESTIMATES

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 forfinancial reporting purposes (accounting base) and the amounts used for income tax purposes(tax base).

The determination of the group’s provision for income tax as well as deferred tax assets andliabilities involves significant judgments and estimates on certain matters and transactions, forwhich the ultimate outcome may be uncertain.

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 thebalance sheet date.

The ultimate realization of deferred tax assets is dependent upon the generation of futuretaxable 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, andtax planning strategies in making this assessment.

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.

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 suchdetermination is made.

Deferred tax assets are recognized when it is probable that sufficient taxable income will beavailable against which the deferred tax assets can be utilized. The carrying amounts ofdeferred 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 thedeferred income taxes relate to income taxes levied by the same fiscal authority.

FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 89

SECTION 3

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.

Cost

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.

13 GOODWILL(€ in thousands)

SIGNIFICANT ESTIMATES

2023

2022

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 thelowest level at which goodwill 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 goodwill. Detailsof 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 lessaccumulated impairment losses. Goodwill is allocated to operating segments that are expected
to benefit from the business combination in which the goodwill arose.

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 basedon management’s assumptions on the expected revenue developments, gross margin, andoperating margin after allocation of operating expenses from shared units, taking into accountmanagement’s expectation of market size and market share development as well as newmarket opportunities. Our estimates include considerations for climate-related risks andopportunities insofar as they are visible and quantifiable.
Location Technology revenue is projected to grow in line with management’s mid- and longterm 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 nonobservable market data (level 3 input in accordance with IFRS 13).
2023

Location Technology

Revenue – perpetual growth1

2.0%

2

9.5%

Revenue – perpetual growth1

2.0%

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 isrecognized 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 thehigher of an asset’s fair value less costs of disposal and its value in use. In estimating therecoverable 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 suitablediscount rate in order to calculate the present value of those cash flows. Such estimates are
subject to a certain degree of judgment and uncertainty.

Discount rate2

9.5%

Impairments to goodwill are not subsequently reversed.

Expectations and input to the impairment calculation, as well as its outcome, were comparedwith available external information from analysts and, to the extent available, information on
recent comparable transactions (merger and acquisition activities of comparable companies).

Impairment testing

Discount rate

Goodwill and intangible assets that have an indefinite useful life are tested for impairment atleast annually, or whenever management identifies conditions that may indicate a risk of
impairment.

2022

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.

The sensitivity test for Location Technology showed that a reasonably possible change in anyof 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.
FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 90

SECTION 3 | NON-CURRENT ASSETS AND INVESTMENTS CONTINUED
14 OTHER INTANGIBLE ASSETSACCOUNTING POLICY

The movements in the intangible assets are as follows:

Other intangible assets

Mapcontent andmapmakingplatform1

Internallygenerated
technology

Other

Total

Cost

1,109,923

135,4727,729

1,253,124

Accumulated amortization andimpairment-1,039,755-135,233-7,658-1,182,646

Balance as at 1 January 2022

70,168239

71

70,478

Of which internally generated2

63,285239

063,524

5,271

0

0

5,271

0

0

-71

-71

-32,526-239

0-32,765

4

0

0

4

Movements-27,251-239-71-27,561

Cost

1,114,942

135,428

5,487

1,255,857-1,072,025-135,428-5,487-1,212,940

Balance as at 31 December 2022

42,9170042,917

Of which internally generated2

35,0090035,00900

00(€ in thousands)

Additions
Disposals (net)
Amortization charges
Currency translation differences

Accumulated amortization andimpairment

Additions
Disposals (net)

0

0

0

0

-22,45800-22,458

-184

0

0

-184

Movements-22,64200-22,642Cost

1,113,343

120,343

3,207

1,236,893-1,093,068-120,343-3,207-1,216,618

20,2750020,275

16,74400

16,744

Amortization charges
Currency translation differences

Accumulated amortization andimpairment
Balance as at 31 December 2023
2

Of which internally generated
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.

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, andonly 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 andongoing 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 engineeringcosts 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 theexpenditure 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 asincurred.
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 businesscombination are identified and recognized separately from goodwill when they satisfy thedefinition 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 andaccumulated impairment losses.
The amortization of other intangible assets is recorded on a straight-line basis over thefollowing 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.

During the year the total gross amount of the assets disposed across all intangible asset
classes was €17.3 million (2022: €2.2 million).

FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 91

SECTION 3 | NON-CURRENT ASSETS AND INVESTMENTS CONTINUED

Impairment

15 PROPERTY, PLANT AND EQUIPMENT

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.

Furnitureand fixtures

Computerequipment

LeaseholdimprovementsOther1

Total

Cost

7,507

34,52916,953

2,523

61,512

Testing is conducted as per the policy outlined in note 13.

Accumulated
depreciation-3,913-24,135-5,828-1,395-35,271

Non-financial assets, other than goodwill, which have been subject to an impairment, arereviewed for possible reversal of the impairment at each reporting date.

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

SIGNIFICANT ESTIMATES

Reclassification
between categories

487

10

-497

Management made use of assumptions and judgment in assessing the expected future
economic benefits that can be attributed to the internally generated technology, databases andtools, 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 andfuture activities are considered to be maintenance.

Depreciation charges-1,235-5,822-1,932-360-9,349Currency translationdifferences

-84

124

-194

-27

-181

Movements-599-1,786-1,885-326-4,596

Cost

7,141

32,147

15,5962,422

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

21,645Additions

1,766

4,882

4,916

395

11,959

-34

-62

0

-22

-118

Depreciation charges-1,267-5,099-2,222-287-8,875Currency translationdifferences

451

-475

-52

-222

-298

Movements

916

-754

2,642

-136

2,668

Cost

7,151

27,745

17,8662,133

54,895

Accumulated
depreciation-3,240-19,891-5,984-1,467-30,582

Balance as at 31
December 2023

3,911

7,854

11,882666

24,313(€ in thousands)

Such estimates are made on a regular basis, as they can be significantly affected by changes intechnology and other factors.
Impairment of intangible assets
No impairment charge has been recorded for other intangible assets in either period presented.

2

Disposals (net)

1.
2.

0

Other property, plant and equipment includes mainly vehicles.
The total gross amount of the assets disposed across all asset classes was €14 million (2022: €10 million).

No impairment has been recognized for property, plant and equipment in 2023 or 2022.

FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 92

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

ACCOUNTING POLICY
Property, plant and equipment are stated at historical cost less accumulated depreciation andimpairment 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.

Buildings are leased for office space for periods of approximately 2-10 years. Leases foroffice 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 inlease liabilities of €31 million (2022: €34 million).

The estimated useful lives, residual values, and depreciation methods are reviewed at eachyear-end, with the effect that any changes in estimate are accounted for on a prospective basis.

Most real estate leases include annual escalation clauses with reference to an index orcontractual rate.

Impairment

Other leases

For the accounting policy relating to impairment refer to note 14 Other intangible assets.

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.

16 LEASE ASSETS AND LEASE LIABILITIESThe group leases assets including buildings, cars and, to a limited extent, certain officeequipment.
Lease assets

Leasebuildings

Lease
vehiclesTotal

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
Additions and changes to leased assets

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 balances at year-end as well as key movements relating to lease assets arepresented below:(€ in thousands)

In some cases the group 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.

19,281

1,718

2023

2022

20,999Less than 1 year

9,986

11,95425,386

20,483

Depreciation charges

11,093

1,190

12,283

Between 1-5 years

Balance as at 31 December

42,854

1,770

44,624More than 5 years

18,554

9,151

Total undiscounted lease liabilities at 31 December

53,926

41,5882022
Additions and changes to leased assets

15,260571

15,831

Depreciation charges

13,2201,268

14,488

Balance as at 31 December

34,592

1,223

35,815FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 93

SECTION 3 | NON-CURRENT ASSETS AND INVESTMENTS CONTINUEDACCOUNTING POLICY
Leases as a lessee
A contract is classified as a lease at the inception of the contract, if the contract conveys theright 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 leasecommencement date. The asset is initially measured at cost, which comprises the initial amountof 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.

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 throughcomprehensive income and the total amount of fair value changes recognized during2023 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 theyear (2022: €0.4 million). For accounting policies relating to financial assets at fair value,reference is made to note 28.

The lease asset is subsequently depreciated using the straight-line method from thecommencement 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 remeasurementsof 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 isremeasured 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 rightof-use asset with any excess over the carrying amount of the asset being recognized in profit orloss.
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 leasecommencement and subsequently, if there is a change in circumstances within its control. Suchassessment involves management judgment and estimate based on information at the time theassessments 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 ofleasehold 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.

FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 94

SECTION 4Working capital
The notes in this section specify items that form part of group’s working capital
including disclosure relating to cash and cash equivalents.

Trade accounts receivable includes amounts denominated in the following major
currencies:(€ in thousands)

18 INVENTORIES

2023

2022

EUR

59,24640,321

2023

2022

GBP

2,234

115

Finished goods

9,154

7,850

USD

7,135

23,712Components and sub-assemblies

5,669

6,810

Other

541

1,595

Total inventories

14,823

14,66069,15665,743(€ in thousands)

The amount of inventories recognized as an expense when the inventories are sold andincluded in cost of sales amounted to €42 million (2022: €43 million). As a result of thewrite-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 forobsolescence and any excess stock. Net realizable value represents the estimated selling priceless an estimate of the costs of completion and direct selling costs.

19 TRADE RECEIVABLES(€ in thousands)
Gross accounts receivables

Total trade receivables (net)

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

26,19927,354

Corporate income tax, VAT and other taxes

6,416

6,804

Other receivables
2023

2022

70,322

67,492

Expected credit loss allowance-1,166-1,749Total trade receivables (net)69,15665,743

Total other receivables

3,594

2,645

36,20936,803The carrying amount of the prepayments and other receivables approximates their fairvalue.
For accounting policies related to 'Other receivables' reference is made to note 28.

The carrying amount of trade receivables approximates their fair value and the groupexpects to recover all receivables within a year. The group does not hold any collateralover 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.

FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 95

SECTION 4 | WORKING CAPITAL CONTINUED
21 OTHER FINANCIAL ASSETS AND LIABILITIESACCOUNTING POLICY

Other financial assets/liabilities includes derivative financial instruments carried at fairvalue 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.
2023(€ in thousands)
Derivatives at fair value through profit or
loss

2022

AssetsLiabilities

AssetsLiabilities

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.

Cash and cash equivalents
Cash and cash equivalents are stated at face value and comprise cash on hand, deposits heldon call with banks, and other short-term highly liquid investments which have a maturity of threemonths or less from the date of acquisition. They are readily convertible to a known amount ofcash 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 threemonths but less than 12 months at the date of acquisition.

23 TRADE PAYABLES

22 CASH AND CASH EQUIVALENTS AND FIXED-TERM DEPOSITSAll trade payable balances have a contractual maturity of less than six months and thecarrying amount approximates their fair value.

Cash placed in accounts are classified based on the nature of the account and the lengthof time to maturity.

24 ACCRUALS AND OTHER LIABILITIESCash and cash equivalents

Accruals and other liabilities comprise the following:

Cash and cash equivalents of €88 million (2022: €133 million) includes cash held in shortterm 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.

(€ in thousands)

The carrying amount of cash and cash equivalents approximates its fair value.

2023

2022

Personnel-related accruals

48,63455,567

Operating expense accruals

12,712

8,760

Taxes and social security

6,414

7,378

67,76071,705

Fixed-term deposits

Total accruals and other liabilities

Fixed-term deposits are investments in term deposits with financial institutions of €228
million (2022: €171 million). Investments are made with institutions with investment gradecredit ratings and are all denominated in euros.

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

Fixed-term deposits have maturities of more than three but less than 12 months from thedate of acquisition. The carrying amount of fixed-term deposits assets approximates theirfair value.

FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 96

SECTION 5

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, financial income, and expenses.
25 SHAREHOLDERS’ EQUITY
2023

2022

Number(€ inthousands)

Number(€ inthousands)

Ordinary shares

300,000,000

60,000300,000,000

60,000Preferred shares

150,000,000

30,000150,000,000

30,000Total

450,000,000

90,000450,000,000

90,000132,366,672

26,473132,366,672

26,473

Authorized:

Of which held in treasury

Management is of the opinion that the call option as described in the Corporate
Governance 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 eventthat the call option is exercised, the preferred shares that are issued temporarily areintended to be canceled within a one-year period. The option is therefore not accounted
for, nor is further disclosure provided.
ACCOUNTING POLICY

Issued and fully paid:
Ordinary shares

The Corporate Governance section provides a detailed description regarding the use ofFoundation Continuity TomTom as a protective measure.

Share capital
Ordinary shares are classified as share capital. Equity instruments are recorded at the proceeds
received, net of direct issue costs.
Share premium

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 per share. There was no share buyback
during 2022.

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 issueof 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 anddeducted 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 isrecognized in the retained earnings.

During the year, 1,132,893 treasury shares were issued to cover the exercise of employee
stock options and settlement of RSUs (2022: 1,442,741 treasury shares). All shares have apar 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 toordinary 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.

FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 97

SECTION 5 | FINANCING, FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS CONTINUED
26 EARNINGS PER SHARE

27 FINANCIAL RISK MANAGEMENT

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

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 reflectchanges in market conditions, the activities of the business, and laws and regulations
affecting the group’s business.

(€ in thousands)
Net result attributable to ordinary equity holders

2023

2022

-21,008-102,735

128,841

127,849

Number of shares
Weighted average number of ordinary shares for basic earnings per
share

CreditEffect of dilutive potential ordinary shares
3,586

2,269

Credit risk arises primarily from cash and cash equivalents and investments held atfinancial institutions and, to a certain extent, from trade receivables and contract assets.

132,427

130,118

Basic

-0.16

-0.80

Diluted

-0.16

-0.80

Cash balances 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, toavoid significant concentration of exposure to particular financial institutions, we ensurethat transactions and businesses are properly spread among different counterparties.

Stock options and restricted stock units
Weighted average number of ordinary shares for diluted earnings
per share
Earnings per share (€)

ACCOUNTING POLICY
Basic earnings per share
Basic earnings per share is calculated by dividing the profit attributable to equity holders of thecompany 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 fromstock options and other equity-settled stock compensation plans. When the effect of the equitysettled stock compensation plans is anti-dilutive, the number is excluded from the calculation ofdiluted earnings.

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 assessmentof the individual characteristics and risk profile of each customer. This assessment ismade 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 forboth 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

7-1,258-1,934

Balance as at 31 December

FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 98

SECTION 5 | FINANCING, FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS CONTINUED
To measure the expected credit losses, trade receivables and unbilled receivables havebeen grouped based on shared credit risk characteristics and the days past due as
presented below:(€ in thousands)

2023

2022

Gross unbilled receivables

42,87048,483Gross trade receivables

70,322

67,492

113,192

115,975

105,463

107,303

6,275

5,007

Between 3-6 months

735

1,533

More than 6 months

719

2,132

113,192

115,975

Of which:
Not overdue
Overdue less than 3 months

Gross receivables

Not overdue represents balances for which payment terms specified in the terms andconditions 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 POLICYIn 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 areasonable 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 thecost 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 throughforward 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 thefollowing impact (increase/(decrease)) on profit or loss, and equity:2023(€ in thousands)

Strengthen

Weaken2022
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 meetfinancial 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 theservicing of financial obligations, actual and future cash flow requirements are regularly
monitored, taking into account the maturity profiles of financial assets and liabilities andthe 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 isassessed to be sufficient to cover the group's liquidity needs.

FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 99

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

28 FINANCIAL INSTRUMENTS

Given the group's strong cash position and based on forecasted cash needs, the group atpresent has no credit facility. The last credit facility was terminated in February 2022.

The group holds the following financial instruments for which additional disclosures areprovided in the notes as indicated:

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.

(€ in thousands)

Note

2022

Financial assets
Financial assets at amortized cost
Trade receivables

19

69,15665,743Fixed-term deposits

22

227,662

171,000

Cash and cash equivalents

22

87,532

132,729

21

306

131

CapitalFinancial assets at fair value through profit or loss

The group’s financing policy aims to maintain a capital structure that enables the group toachieve its strategic objectives and daily operational needs, and to safeguard the group’s
ability to continue as a going concern.

Derivative instruments

In order to maintain or adjust the capital structure, the group may issue new shares, adjustits dividend policy, return capital to shareholders, or take on new debt.

2023

Financial assets at fair value through other comprehensive
incomeOther investments
Total financial assets—

13,814

384,656

383,417

As at 31 December 2023, the group had a net cash position (including fixed-term
deposits) of €315 million (2022: €304 million).

Financial liabilities

For further quantitative disclosures in respect of liquidity, interest rate, and capital risks,reference is made to note 22 and note 25.

Trade payables

23

21,1686,102

Lease liabilities

16

46,71337,725

Financial liabilities at amortized cost

Financial liabilities at fair value through profit or loss
Derivative instruments
Total financial liabilities

21

84

192

67,96544,019Refer to note 27 for disclosure of group’s exposure to risks associated with financial
instruments.

FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 100

SECTION 5 | FINANCING, FINANCIAL RISK MANAGEMENT AND FINANCIAL INSTRUMENTS CONTINUEDACCOUNTING POLICY
Financial assets
The group classifies its financial assets, at initial recognition, as subsequently measured atamortized 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.

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 thefollowing items:(€ in thousands)

2023

2022

1

392

Foreign exchange result-1,740

3,219

Other financial result-1,7393,611

Financial assets at amortized cost

Other financial result

Financial assets measured at amortized cost are financial assets which are held for theobjective 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 andsubsequently measured at amortized cost (if the effect of time value is material) using theeffective interest method, less any expected credit losses. Financial assets are included incurrent 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 fairvalue through OCI. Dividend income is recognized in the profit or loss when the group's right toreceive 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 ashedges. Derivatives are recorded as financial assets when the value of the derivative is positivein 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 theirmaturity dates and are accounted for at trade date. Financial assets are derecognized when therights to receive cash flows from the investments have expired or have been transferred andthe group has substantially transferred all risks and rewards of ownership.

The interest income relates mainly to interest generated on cash balances while theinterest 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 spottransactions and derivative contracts. Derivative contracts are entered into to protect thegroup from adverse exchange rate fluctuations that may result from PLN and INR (2022:
PLN and INR) exposures.
ACCOUNTING POLICYInterest income and expense are recognized using the effective interest method. Interest
expense includes all finance costs such as lease interest expense.

The fair value of financial assets/liabilities carried at fair value through profit or loss isdetermined 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 withthe 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 thecontractual 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 thesignificance 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.

FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 101

SECTION 6

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

10,87911,020Total provisions

25,72029,257The movements in each category of provisions are as follows:(€ in thousands)

Warranty

Claims andlitigation

Employeebenefits

Other

Total1

Balance as at 1
January 2022

5,935

9,474

21,4073,205

40,021

Increases inprovisions

1,297

455

-429

31,05432,377

Utilized-3,6570-8,444-12,316-24,417

Released-204-4,441

0-4,925-9,570000-9,154-9,154

3,371

5,488

12,534

7,864

29,257

Increases inprovisions

1,742

206

205

12,533

14,686

Utilized-1,7980-172-5,597-7,567-400-3,553-572-55-4,580000-6,076-6,076

2,915

2,141

11,995

8,669

25,720Reclassified
Balance as at 31
December 2022

1

Released

Reclassified
Balance as at 31
December 2023
1.

Releases 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 provision of €3.3 million (2022: €4.4 million). In
the current year an additional €9.7 million was recognized for restructuring relating tofurther efficiencies improvement in our map-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 effectis 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 therelevant products, at management’s best estimate of the expenditure required to settle thegroup’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 thenormal 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 oflicenses and/or damages. While these claims will be resisted, some are likely to be settled bynegotiation 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 thefacts and circumstances of each particular case and claim, the jurisdiction in which each suit isbrought, 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 andlitigation. 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 notdeterminable, the matter is disclosed, provided it is material. Management is of the opinion thatthe provision is adequate to resolve these claims.
Employee benefits provision
Employee benefits provision relates mainly to the defined benefit pension plan in Germany andBelgium 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 affectedthat the plan will be implemented.

FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 102

SECTION 6 | OTHER DISCLOSURES CONTINUEDSIGNIFICANT 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 islimited 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 besettled in the coming 12 months amounts to approximately €0.7 million (2022: €0.4 million).

31 COMMITMENTS, CONTINGENT ASSETS, AND LIABILITIESThe group has long-term financial commitments, which are not shown in the group’sbalance 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

59,18755,692

Between 1-5 years

30,30540,064More than 5 years

1,553

630

Total commitments

91,04596,386

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).
Two 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 Commercial
Code (HGB) with regard to the publication of the annual financial statements and thedrawing 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 tohave a material adverse effect on the group’s financial position as at 31 December 2023.

FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 103

SECTION 6 | OTHER DISCLOSURES CONTINUED
32 RELATED PARTY TRANSACTIONS

33 AUDITOR’S REMUNERATION

A full overview of the remuneration of the Management Board and the Supervisory Board
is included in the Remuneration report.

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 fullamount 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
engagement on ESG and €42,000 for agreed-upon procedures.

The expenses relating to remuneration of key management personnel are presented in
the following table:(€)

Salary andbonus1Other shortterm
benefits2

Postemployment
benefits

Long-term
incentives

Total
remuneration3

2023
Management Board
and Senior
Leadership Team5,966,177

166,475

246,491

3,391,562

9,770,705

Supervisory Board

280,00000

0

280,000

Total remuneration

6,246,177

166,475

246,491

3,391,562

10,050,705

6,196,965

108,825

241,598

3,601,158

10,148,546

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.

2022
Management Board
and Senior
Leadership TeamSupervisory Board

236,790000236,790

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.
The other short-term benefits in 2023 and 2022 relate mainly to social security charges.
3.
The decrease in total remuneration is due to a decrease in the bonuses, and long-incentives of the Management
Board and Senior Leadership Team.
2.

Certain key personnel also hold ownership interests in TomTom N.V., as disclosed in the
Corporate governance section under ‘Substantial shareholdings and short positions’.

FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS | PAGE 104

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

106
106
107

TOMTOM NV | ANNUAL REPORT 2023 | PAGE 105

COMPANY STATEMENT OF INCOME & COMPANY BALANCE SHEET

Company statement of income

Company balance sheet

For the year ended 31 December

As at 31 December (before proposed appropriation of net result)(€ in thousands)
General and administrative expenses

Notes

2023

2022

(€ in thousands)

B

7,243

6,467

Investments in subsidiaries-7,243-6,467

Total non-current assets-85,688-24,728

Receivables-92,931-31,195

Cash and cash equivalents

2,579

16

7,668

Total current assets

72,467

46,822

Operating result
Interest expenseF

Result before tax
Income tax gain
Result of subsidiaries after taxation
Net result

23,521
C

Notes

2023

2022

C

2,148,066

2,086,997

2,148,066

2,086,997

69,88846,806

48,402-79,208

Total assets

2,220,533

2,133,819-21,008-102,735

Share capital

26,473

26,473

Share premium

338,124

338,124

Treasury shares-34,110-30,482

Other reserves

56,74572,817

Accumulated result-184,636-104,591

Result for the year

-21,008-102,735

E

Total shareholders’ equity

D

181,588

199,606

Intercompany payableF

2,037,204

1,932,539

2,037,204

1,932,539

Other liabilities

1,741

1,674

Total current liabilities

1,741

1,674

2,220,533

2,133,819

Total non-current liabilities

Total equity and liabilities

FINANCIALS | COMPANY FINANCIAL STATEMENTS | PAGE 106

NOTES TO THE COMPANY FINANCIAL STATEMENTS
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 tothe company financial statements.
The company has prepared its company financial statements in accordance with Part 9 ofBook 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 andmeasurement as adopted in the consolidated financial statements (IFRS). Investments in
subsidiaries are accounted for using the equity method. For more information on theaccounting 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 company comprise only the members of the Management Board.
The General and Administrative expenses comprised mainly of the remuneration of theManagement Board and the Supervisory Board and other general expenses such as theauditor’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 SUBSIDIARIESThe movements in investments in subsidiaries were as follows:(€ in thousands)
Balance as at 1 January

2023

2022

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
Balance as at 31 December

396

2,662

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, pleaserefer 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.

FINANCIALS | COMPANY FINANCIAL STATEMENTS | PAGE 107

NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUEDE OTHER RESERVES(€ in thousands)
Balance as at 1 January 2022

Legal reserve
participation

Cumulative translation
reserve

Total legal reserve

Stock compensation
reserve

Total other reserves

65,757

14,47580,232

18,94099,172

0

2,406

2,406

0

2,406

-3,0900-3,0900-3,09000010,532

10,532Currency translation differences
Fair value remeasurement of financial instruments
Stock compensation expenses
Transfers between reserves-26,6220-26,622-9,581-36,203

Balance as at 31 December 2022

36,045

16,881

52,926

19,891

72,817

Currency translation differences

0

-570

-570

0

-570

995

0

995

0

995

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

31,76524,98056,745

Fair value remeasurement of financial instruments
Stock compensation expenses

Legal reserve participation

G OFF-BALANCE SHEET COMMITMENTS

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.

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).

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 thepayable 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 theapplicable 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 norepayment period has been agreed the loan has a long-term nature.

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 264bof 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 the fiscal unity.
H SUBSEQUENT EVENTS
There have been no subsequent events from 31 December 2023 to the date of issue ofthese financial statements.

FINANCIALS | COMPANY FINANCIAL STATEMENTS | PAGE 108

NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUEDI PROPOSED APPROPRIATION OF RESULTThe 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 GODDIJNDERK HAANKTACO TITULAER

JACK DE KREIJALAIN DE TAEYEMICHAEL RHODINMARILI 'T HOOFT-BOLLEGEMMA POSTLETHWAITE

FINANCIALS | COMPANY FINANCIAL STATEMENTS | PAGE 109

Financials
Other information
Other information
Independent auditor's report

110
112

TOMTOM NV | ANNUAL REPORT 2023 | PAGE 110

OTHER INFORMATIONSTATUTORY PROVISION WITH RESPECT TO APPROPRIATION OF RESULTS
According to the company’s Articles of Association, the company’s result is freely at thedisposal 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 Governancesection in this Annual Report.
AUDITOR’S REPORT
Reference is made to the Independent auditor’s report section in this Annual Report.

FINANCIALS | OTHER INFORMATION | PAGE 111

INDEPENDENT AUDITOR'S REPORT
To: the shareholders and Supervisory Board of TomTom N.V.

Report on the audit of the financial statements
2023 included in the annual reportOUR OPINION
We have audited the financial statements 2023 of TomTom N.V. based in Amsterdam, theNetherlands. The financial statements comprise the consolidated and company financial
statements.
In our opinion:• The accompanying consolidated financial statements give a true and fair view of thefinancial 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• The accompanying company financial statements give a true and fair view of thefinancial position of TomTom N.V. as at 31 December 2023, and of its result for 2023 inaccordance with Part 9 of Book 2 of the Dutch Civil CodeThe consolidated financial statements comprise:• The consolidated balance sheet as at 31 December 2023
• The following statements for 2023: the consolidated statements of income,comprehensive income, changes in equity and cash flows• The notes comprising material accounting policy information and other explanatory
information
The company financial statements comprise:• The company balance sheet as at 31 December 2023
• The company statement of income for 2023
• The 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), theVerordening 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 havecomplied 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 abasis 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 ouropinion and any findings were addressed in this context, and we do not provide aseparate 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 thatenterprise and automotive customers integrate into their applications. Within theConsumer 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 misstatementof 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 andappropriate 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 thecompany’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 todetermine materiality. The metric and percentage applied
remained consistent with prior year as the business and key
metrics did not change significantly.

FINANCIALS | OTHER INFORMATION | PAGE 112

INDEPENDENT AUDITOR'S REPORT CONTINUED
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 isincluded in the consolidated financial statements.
Because we are ultimately responsible for the opinion, we are also responsible fordirecting, 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. Decisivewere the size and/or the risk profile of the group entities or operations. On this basis, weselected 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 acentralized 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 thegroup, together with additional procedures at group level, we have been able to obtainsufficient and appropriate audit evidence about the group’s financial information toprovide 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 thesection 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 thecompany discloses its assessment and implementation plans in connection to climaterelated risks.

As part of our audit of the financial statements, we evaluated the extent to which climaterelated risks and the company’s commitments and (constructive) obligations, are taken
into account in estimates and significant assumptions, especially in the area of impairmentof goodwill and other intangible assets. Furthermore, we read the Management Board
report and considered whether there is any material inconsistency between the nonfinancial 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 amaterial 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 freefrom material misstatement, whether caused by fraud or error. The risk of not detecting amaterial misstatement resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions, misrepresentations, or theoverride 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 offraud 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, inparticular, the (fraud) risk assessment, as well as the code of conduct, whistleblower("Open Ears") procedures and incident registration. We evaluated the design and theimplementation of internal controls designed to mitigate fraud risks.
As part of our process of identifying fraud risks, we evaluated fraud risk factors withrespect to financial reporting fraud, misappropriation of assets and bribery and corruption
in co-operation with our forensic specialists. We evaluated whether these factors indicatethat a risk of material misstatement due to fraud is present.
We incorporated elements of unpredictability in our audit. We also considered theoutcome of our other audit procedures and evaluated whether any findings wereindicative of fraud or non-compliance.

FINANCIALS | OTHER INFORMATION | PAGE 113

INDEPENDENT AUDITOR'S REPORT CONTINUED
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 toevaluate key accounting estimates for management bias that may represent a risk ofmaterial misstatement due to fraud, in particular relating to important judgment areas andsignificant 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 andevaluated the business rationale (or the lack thereof) of significant extraordinarytransactions, including those with related parties.

Our audit response related to going concern

The following fraud risk identified required significant attention during our audit.

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 thecompany’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.

Presumed risk of fraud in revenue recognition
Fraud risk

We presumed that there is a risk of fraud in revenue recognition. We evaluated thatrevenue recognition in the Location Technology segment in particular give rise tosuch a risk, considering that this segment includes sales contracts where revenue
recognition is based on estimates and assumptions that are complex and requiresignificant 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 viewof 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, inspectionof internal audit and compliance reports, and performing substantive tests of details ofclasses of transactions, account balances or disclosures.
We also inspected lawyers’ letters and correspondence with regulatory authorities andremained alert to any indication of (suspected) non-compliance throughout the audit.
Finally, we obtained written representations that all known instances of non-compliancewith laws and regulations have been disclosed to us.

As disclosed in section Going concern in Note 2 "Basis for preparation", in section Capitalin 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 forthe foreseeable future.

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 dateof our auditor’s report. However, future events or conditions may cause a company tocease to continue as a going concern.
Our key audit matters
Key audit matters are those matters that, in our professional judgment, were of mostsignificance 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 notchange.
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 requiresignificant 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 inrevenue 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 forcontracts with Automotive customers•
The estimation of the stand-alone selling price of various elements inbundled 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.
FINANCIALS | OTHER INFORMATION | PAGE 114

INDEPENDENT AUDITOR'S REPORT CONTINUED

Our audit
approach

Our audit procedures include, amongst others, evaluating the appropriateness ofthe company’s accounting policies related to revenue recognition accordance withIFRS 15 “Revenue from contracts with customers” and whether the accounting
policies have been applied consistently. In addition, we evaluated the design andimplementation of internal controls related to completeness, accuracy and timing of
the revenue recognized.
For a sample of contracts and contract modifications we have obtained theassessment of the contractual terms and conditions and the appropriate
accounting thereof, as prepared by management. We have reviewed thisassessment and the contracts with the customers and evaluated the accounting inaccordance 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 andexpectations, including (historical) sales price data of comparable arrangements
and the standard price book. Furthermore, we evaluated the allocation of totaltransaction 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 andexpected usage data.
In performing our audit procedures on the revenue recognition related estimates,
we maintained our professional skepticism. We obtained audit evidence fromevents 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.

Keyobservations

We verified that management has updated the assumptions and estimates used,based on the latest available (historical) data and expectations. We evaluated thatthe 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.

Report on other information included in the annual
report
The annual report contains other information in addition to the financial statements andour 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 theseprocedures, we comply with the requirements of Part 9 of Book 2 and Section 2:135b subSection 7 of the Dutch Civil Code and the Dutch Standard 720. The scope of theprocedures performed is substantially less than the scope of those performed in our auditof 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 and2:145 subsection 2 of the Dutch Civil Code.

Based on our procedures performed we did not identify material errors that
required adjustment of the financial statements.

FINANCIALS | OTHER INFORMATION | PAGE 115

INDEPENDENT AUDITOR'S REPORT CONTINUED

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 thatdate.
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 technicalstandards 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 thefinancial 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 compliancewith 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 technicalspecifications as included in the RTS on ESEF

Description of responsibilities regarding thefinancial 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 thefinancial 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 theManagement 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 thefinancial 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 andcircumstances that may cast significant doubt on the company’s ability to continue as agoing 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 toobtain sufficient and appropriate audit evidence for our opinion.
Our audit has been performed with a high, but not absolute, level of assurance, whichmeans 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 orin the aggregate, they could reasonably be expected to influence the economic decisionsof users taken on the basis of these financial statements. The materiality affects thenature, timing and extent of our audit procedures and the evaluation of the effect ofidentified misstatements on our opinion.
We have exercised professional judgment and have maintained professional skepticism
throughout the audit, in accordance with Dutch Standards on Auditing, ethicalrequirements 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.

◦ Examining the information related to the consolidated financial statements in thereporting package to determine whether all required mark-ups have been applied
and whether these are in accordance with the RTS on ESEF
FINANCIALS | OTHER INFORMATION | PAGE 116

INDEPENDENT AUDITOR'S REPORT CONTINUED
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 ofaccounting 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 andevents in a manner that achieves fair presentation
Communication
We communicate with the Supervisory Board regarding, among other matters, theplanned 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 wealso submit an additional report to the audit committee of the Supervisory Board inaccordance 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 regulationprecludes 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

FINANCIALS | OTHER INFORMATION | PAGE 117

Non-financial
information
Non-financial indicators

119

EU Taxonomy information

125

GRI index

128

Limited assurance report

133

TOMTOM NV | ANNUAL REPORT 2023 | PAGE 118

NON-FINANCIAL INDICATORSThis 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

People-related metrics by gender2023(% of employees, unless stated otherwise)

M

F

NB/
ND

M

F

NB/
ND

Employees that completed performance review
cycle as a percentage of total employees

89 %

90 %

75 %

—%

—%

—%

27 %

Employees that completed performance review
cycle as a percentage of eligible employees

99 %

99 %

100 %

99 %

99 %

100 %

2%

N/A

Percentage of employees making use ofdevelopment leaves

7%

4%

—%

—%

—%

—%

10 %

N/A

74

73

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 %

—%

2023

2022

Employee engagement score (scale from 1 to 100)

76

75

Employee voluntary turnover

7%

16 %

Employee total turnover

13 %Percentage of employees using enhanced
parental leave
Percentage of employees using care giving leave(number of employees, unless stated otherwise)

Employer of choice

People development

Diversity, equity, and inclusion
Distribution of employees by gender:

Diversity, equity, and inclusion
Employee belonging score (scale from 1 to 100)

2022

Ratio of the annual total compensation for theorganization’s highest-paid individual (CEO) to theaverage annual total compensation for all other
employees

23.5

23.3

Number of non-employee workers

293

192

Company

Distribution of employees by region:

Information security and data privacy

EMEA

1,872

654

10

1,882

685

9

Engineers certifiably trained on security

AMER

151

56

1

170

70

1

ROW

673

280

0

709

297

1

355

178

2

381

216

2

2,044

739

6

2,079

759

6

297

73

3

301

77

3

2,662

956

11

2,721

1,014

10

19 %

9%

Distribution of employees by age:
Aged below 30
Aged between 30 and 50
Aged above 50
Distribution of employees by category:
Permanent
Temporary

1.

34

34

0

40

38

1

Full-time

2,583

906

10

2,625

955

9

Part-time

113

84

1

136

97

2

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

NON-FINANCIAL INFORMATION | PAGE 119

NON-FINANCIAL INDICATORS CONTINUED

Emission-related metrics(tonnes CO2e, unless stated otherwise)
1

Scope 1

Environment-related metrics
2023

2022 Method3(various units, stated separately)

1,301

1,860 Combination

Energy usage

2023

2022

Facilities

282

419 Combination

Share of renewable electricity (%)

86 %

69 %

EMEA

196

326

Final energy usage in Netherlands (GJ)

8,173

11,430

NAM

81

79

Amsterdam

7,380

10,600

APAC

5

14

Eindhoven

793

830
0.53

Lease fleet

404

MoMA vehicles

615

Scope 2 (Location)

2,342

2

652 Asset-specific

Energy intensity in Netherlands (GJ/m

0.39

789 Asset-specificAmsterdam

0.42

0.61

Eindhoven

0.24

0.20

18

28

2,825

Facilities

2,342

2,825 Combination

EMEA

1,577

2,003

Number of offices eligible for certification

NAM

107

208

Number of BREEAM or LEED certifications

APAC

658

614

Share of certified green buildings (%)

Scope 2 (Market)2

Green Building Program
9

10

50 %

36 %

678

1,305 Combination

Facilities

678

1,305 Combination

Water usage
Water use in Netherlands (m3)

4,280

3,288

EMEA

404

604

Amsterdam

3,982

2,959

NAM

54

87

Eindhoven

298

329

APAC

220

614

Water efficiency in Netherlands (m3/FTE)

3.92

3.11

Scope 3

18,957

18,470Amsterdam

4.48

3.50

11,916

13,126Eindhoven

1.47

1.56

Operational waste
26,09239,865—%Purchased goods and services

100

187

Capital goods

Cloud computing

1,806

705

Waste in Netherlands (kg)Upstream transportation and distribution

1,270

1,591

Reuse

—%

Business travel

3,430

2,468

Recycle

49 %

45 %

335

319

Compost

21 %

25 %

261

Energy recovery

30 %

31 %

Landfill—%—%

Employee commute
Downstream transportation and distribution
Total emissions

200
20,936

4

Emission intensity (per FTE)
Emission intensity (mtC02 per thousand €of revenue)

21,635 Combination

1.55

1.44

0.04

0.04

1.

Year-on-year reduction resulting from office closures and the electrification of our lease fleet.
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.
2.

NON-FINANCIAL INFORMATION | PAGE 120

NON-FINANCIAL INDICATORS CONTINUEDPEOPLE-RELATED METRICS
This section provides an explanation of all people-related indicators distributed across thethree material topics, being Employer of choice, People development, Diversity, equity, andinclusion (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 includedin 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 andinterns, 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 toprovide our external tool provider with a complete employee list, allowing everyone toparticipate in the survey. The outcome of the survey can range between 0 and 100.

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 aprevious-year performance review in the current year 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 aprevious-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 theprevious year's performance review cycle. Employees hired since the fourth quarter of theprevious 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

Employee (voluntary) turnover ratio

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.

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 lasttwelve months. All employees with employment contracts are included except for interns.

Our employees can identify themselves as male, female, or non-binary. Employees also havethe 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.

Percentage of employees that make use of enhanced parental leave, caregiver leave anddevelopment leave.

Senior management is defined as director and above (i.e., grade 19 and up) as administrated
in our HR system.

These percentages are derived from data in our HR system, representing the number of
employees (excluding interns) who have requested enhanced parental, caregiver, ordevelopment 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.

Pay ratio between highest paid individual and the average annual compensation of allother employees

Enhanced parental leaves constitute additional parental leaves offered to employees on topof 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 forfamily 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 theemployees' 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.

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 (excludinginterns) during the year.
Information security and data privacy
We prioritize information security and data privacy in our products and services, following asafety-, 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 andcontrols. Reporting mechanisms cover topics like the risk of security breaches in our
information systems and products. The Safety and Security Committee regularly meets tomonitor 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.
NON-FINANCIAL INFORMATION | PAGE 121

NON-FINANCIAL INDICATORS CONTINUED
Percentage of engineers certifiably trained on security

Scope 1 emissions

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 allengineers. If a training path changes after completion, engineers are still considered to havesuccessfully finished based on the program as it was when they completed the modules.

The reported Scope 1 emission figures have been carefully computed. Due to limited realtime data availability, we have applied diverging methodologies per emissions source.

The online security training platform includes a dashboard feature that allows us to track thecompletion 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, andmanaging 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.
To 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.

Facilities

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.
CO2E EMISSIONSWe report our emissions 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 directemissions, mainly from company facilities and vehicles. Scope 2 captures indirect emissions
resulting from purchased electricity, district heating, and cooling. Scope 3 focuses on allother indirect emissions that occur in a company’s value chain, both upstream anddownstream. We only report on CO2 emissions as part of the GHG protocol as all otheremission types (i.e., CH4, N2O, HFCs, PFCs, SF6, NF3, ODS) have been determined to not beapplicable 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 theorganizational boundary-setting methodology under the GHG Protocol. Consequently, ourreporting includes emissions from owned as well as leased assets.

Under the GHG Protocol, several calculation methods are given. The most accurate reportingis achieved by using the asset-specific method, which considers actual emissions fromindividual 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 arecomputed using a combination of the asset-specific and average-data method, as applicable.
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 allof our offices in the Netherlands, our Lebanon, NH, office, our 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 ouremissions over other methods. Data on our actual consumption was calculated from bills,
invoices, and (smart) consumption meters, where applicable. When full year data is notavailable, 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 andcooling 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 thereported 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 theemissions using average vehicle emissions across our fleet.

NON-FINANCIAL INFORMATION | PAGE 122

NON-FINANCIAL INDICATORS CONTINUED
Scope 2 emissions

Purchased goods and services and Capital goods

Scope 2 includes our indirect emissions from purchased electricity and district heating.
These emissions center around our office locations, both owned and leased.

Emissions from purchased goods and services are calculated, to the extent possible, using
supplier-specific information received directly from suppliers or estimated based on publicly
available information such as annual reports or websites, when deemed appropriate. The
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 theemission 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.

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 toestimate 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, andlocalized 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 andconsistency.
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 anddistrict heating are computed using grid average emission factors per location. The locationbased 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 ourenergy consumption in offices in the Netherlands, Belgium, Poland, and some otherlocations, into consideration, thereby lowering our overall footprint.
To convert consumption data to emissions, we apply grid average emissions data from amultitude 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 bematerial. 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.

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 percentageof 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 theirown proprietary and ISO certified methodology (GATE4).
Upstream and downstream transportation
Emissions from upstream and downstream transportation are calculated using supplierspecific information or 2021 spend-based factors from the EPA, where supplier-specificinformation 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 estimateddata 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, employee 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 morethan 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), andScope 3 emissions from business travel and employee commute divided by the average
number of FTE during the year.

NON-FINANCIAL INFORMATION | PAGE 123

NON-FINANCIAL INDICATORS CONTINUEDOTHER ENVIRONMENTAL METRICS
Share of renewable electricity
Share of renewable electricity is calculated as the total electricity usage in the offices thatmake 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 thebuilding, 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 fromthe 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 auditor on pages 133 and134.

NON-FINANCIAL INFORMATION | PAGE 124

EU TAXONOMY INFORMATIONEU TAXONOMY ANALYSIS ON TURNOVER

Category (transitional activity)

Minimum safeguards
Taxonomy aligned (A.1) or
eligible (A.2) proportion of
turnover 2023
Category (enabling category)

Biodiversity and ecosystems

Pollution

Circular economy

Water and marine resources

Climate change adaptation

Biodiversity and ecosystems

Pollution

Circular economy

Water and marine resources

Climate change adaptation

Climate change mitigation

Proportion of Turnover

Absolute Turnover (€ '000)

Codes

Economic activities

Climate change mitigation

Do no significant
harm criteria

Substantial contribution criteria

A. Taxonomy eligible activities
A.1. Environmentally sustainable activities (Taxonomyaligned)
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 %NON-FINANCIAL INFORMATION | PAGE 125

EU TAXONOMY INFORMATION CONTINUEDEU TAXONOMY ANALYSIS ON CAPEXClimate 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)

—%

—%

Y

Y

Y

Y

Y

Y

0.12 % E

Y

Y

Y

Y

Y

Y

1.30 % E

Climate change mitigation—%

Biodiversity and ecosystems—%

Pollution—%

Circular economy

100 %Water and marine resources

Climate change mitigation

0.12 %

Climate change adaptation

Proportion of CAPEX
41

Absolute CAPEX (€ '000)

Codes

Economic activities

Category (transitional activity)

Do no significant
harm criteria

Substantial contribution criteria

A. Taxonomy eligible activities
A.1. Environmentally sustainable activities
7.3. Installation, maintenance and repair of energy
efficiency equipment
7.5. Installation, maintenance and repair of instruments
and devices for measuring, regulation and controllingenergy performance of buildings

F42, F43, M71, C16, C17,
C22, C23, C25, C27,
C28, S95.21, S95.22,
C33.12
F42, F43, M71, and C16,
C17, C22, C23, C25,
C27, C28426

1.30 %

100 %

—%

—%

—%

—%

—%

CAPEX of environmentally sustainable activities(Taxonomy aligned) (A.1)

467

1.42 %

100 %

—%

—%

—%

—%

—%

1.42 %Of which Enabling467

1.42 %

100 %

—%

—%

—%

—%

—%

100.0 % E

Of which Transitional

—

—%

—%

—%

—%

—%

—%

—%

—%

EL;N/EL

EL;N/EL

EL;N/EL

EL;N/EL

EL;N/EL

EL;N/EL

A.2. Taxonomy eligible but not environmentally
sustainable activities (non Taxonomy aligned activities)
6.5. Transport by motorbikes, passenger cars and lightcommercial vehicles

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

H49.32, H49.39, H77.11

1,718

5.21 %

100 %

—%

—%

—%

—%

—%

5.21 %

Total (A.1 + A.2)

2,185

6.63 %

B. Taxonomy non eligible activities

1.

CAPEX of taxonomy non eligible activities

30,773 93.37 %Total (A + B)

32,958 100.00 %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.

NON-FINANCIAL INFORMATION | PAGE 126

EU TAXONOMY INFORMATION CONTINUEDEU TAXONOMY ANALYSIS ON OPEXClimate 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)

—%

—%

—%

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 controllingenergy performance of buildings

F42, F43, M71, and C16,
C17, C22, C23, C25,
C27, C28

3

—%

100 %

—%

—%

—%

—%

—%

Y

Y

Y

Y

Y

Y

—% E

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 Enabling84

0.02 %

100 %

—%

—%

—%

—%

—%

100 % E

Of which Transitional

—

—%

—%

—%

—%

—%

—%

—%

—%

EL;N/EL

EL;N/EL

EL;N/EL

EL;N/EL EL;N/EL

EL;N/EL

Pollution

Codes

Climate change mitigation—%

Biodiversity and ecosystems—%

Circular economy

100 %Water and marine resources

Climate change mitigation—%

Climate change adaptation

Proportion of OPEX
4

Absolute OPEX (€ '000)

N77.11, N77.21

Economic activities

Category (transitional activity)

Do no significant
harm criteria

Substantial contribution criteria

A. Taxonomy eligible activities
A.1. Environmentally sustainable activities
6.4. Operation of personal mobility devices, cycle logistic

9.3. Professional services related to energy performanceof buildings

A.2. Taxonomy eligible but not environmentally
sustainable activities (non Taxonomy aligned activities)
3.2 Renovation of building

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

F41 and F43

2030.06 %

—%

—%

—%

100 %

—%

—%

0.06 %

Total (A.1 + A.2)

287

0.08 %

B. Taxonomy non eligible activities

1.

OPEX of taxonomy non eligible activities

366,386 99.92 %Total (A + B)

366,470

100 %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 ofassets 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.
NON-FINANCIAL INFORMATION | PAGE 127

GRI INDEX

Disclosure number

Disclosure name

Section referenceStatement 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

2-17Collective 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

NON-FINANCIAL INFORMATION | PAGE 128

GRI INDEX CONTINUED

2-21

Annual total compensation ratio

Not applicable - TomTom is using the average annual total remuneration per FTE, instead ofthe median annual total remuneration per FTE as required by the GRI. We have applied thisdifferent 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.

2-22Statement 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

2-27Compliance 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

2-30Collective bargaining agreements

While employees in certain countries may be part of collective bargaining agreements, thisinformation is currently not centrally tracked and hence not yet available for reporting
purposes.

NON-FINANCIAL INFORMATION | PAGE 129

GRI INDEX CONTINUEDGRI standard

Disclosure

Section reference

3-1 Process to determine material topics

Sustainability - Our approach to sustainability

3-2 List of material topics

Sustainability - Our approach to sustainability

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 2016305-1 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

CO2e emissions across Scopes 1, 2, and 3 (tonnes CO2-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

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 turnoverNon-financial information - Non-financial indicators - People-related metrics across thecompany401-2 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 detail401-3 Parental leaveNon-financial information - Non-financial indicators - People-related metrics across thecompany
We will only be reporting on enhanced parental leave

Employee engagement score (as number from 1 to 100)

Sustainability - Social - Employer of choiceNon-financial information - Non-financial indicators - People-related metrics across thecompany

Material topics
GRI 3: Material Topics 2021

Climate change actions

Own indicators

Employer of choice

Own indicator

NON-FINANCIAL INFORMATION | PAGE 130

GRI INDEX CONTINUEDGRI standard

Disclosure

Section reference

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 2016404-1 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 careerdevelopment reviews

Non-financial information - Non-financial indicators - People-related metrics by gender.
Breakdown by employee category is not available and hence is not provided

Number of employees making use of development leaves

Sustainability - Social - People development
Non-financial information - Non-financial indicators - People-related metrics by gender

People development

Own indicator

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 2016405-1 Diversity of governance bodies and employees

Non-financial information - Non-financial indicators - People-related metrics by gender405-2 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 levelNon-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 thecompany

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 thecompany

Data security and privacy

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

NON-FINANCIAL INFORMATION | PAGE 131

GRI INDEX CONTINUEDGRI 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

NON-FINANCIAL INFORMATION | PAGE 132

LIMITED ASSURANCE REPORT
To: the shareholders and Supervisory Board of TomTom N.V.

CRITERIA

Limited assurance report of the independent
auditor on the sustainability information

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.

OUR CONCLUSION

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.

We have performed a limited assurance engagement on the sustainability information in theaccompanying annual report 2023 of TomTom N.V. at Amsterdam.

• The policy with regard to sustainability matters

The comparability of sustainability information between entities and over time may beaffected by the absence of a uniform practice on which to draw, to evaluate and measure thisinformation. 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.

• The business operations, events and achievements in that area in 2023

CORRESPONDING INFORMATION NOT ASSURED

Based on our procedures performed and the assurance information obtained, nothing hascome to our attention that causes us to believe that the sustainability information does notpresent fairly, in all material respects:

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 "Nonfinancial information" of the annual report.

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

BASIS FOR OUR CONCLUSION◦ TomTom all employees

We have performed our limited assurance engagement on the sustainability information inaccordance 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 ofhistorical financial information”. Our responsibilities in this regard are further described in thesection ‘Our responsibilities for the assurance engagement on the sustainability information’of our report.

◦ TomTom senior management

We are independent of TomTom N.V. in accordance with the Verordening inzake deonafhankelijkheid van accountants bij assurance-opdrachten (ViO, Code of Ethics forProfessional 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 toprovide a basis for our conclusion.

• 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 to2022 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 thathave not yet occurred and may never occur. We do not provide assurance on theassumptions and achievability of this prospective information.
The references to external sources or websites in the sustainability information are not partof the sustainability information as included in the scope of our assurance engagement. We
therefore do not provide assurance on this information.
Our conclusion is not modified in respect of these matters.

NON-FINANCIAL INFORMATION | PAGE 133

LIMITED ASSURANCE REPORT CONTINUEDRESPONSIBILITIES OF THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD FOR
THE SUSTAINABILITY INFORMATION
The management board is responsible for the preparation and fair presentation of thesustainability 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 ofstakeholders, considering applicable law and regulations related to reporting. The choices
made by the management board regarding the scope of the sustainability information andthe 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 frommaterial 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• 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 theplausibility 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

INFORMATION• Reconciling the relevant financial information with the financial statements

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.

• 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

Our assurance engagement is aimed to obtain a limited level of assurance to determine theplausibility of sustainability information. The procedures vary in nature and timing from, andare less in extent, than for a reasonable assurance engagement. The level of assurance
obtained in a limited assurance engagement is therefore substantially less than theassurance 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 withethical requirements, professional standards and other relevant legal and regulatory
requirements.

• 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
appliedCOMMUNICATION
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.

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 andrelated disclosures in the sustainability information. This includes the evaluation of thecompany’s materiality assessment and the reasonableness of estimates made by the
management board

Eindhoven, 2 February 2024
Ernst & Young Accountants LLP
Signed by A.B.E. LaanNON-FINANCIAL INFORMATION | PAGE 134

Supplementary
information
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 135

KEY FIGURES OVERVIEWStatement of income overview
FY 2020

FY 2021

FY 2022

Q1 2023

Q2 2023

Q3 2023

Q4 2023

FY 2023

Revenue

528,185

506,926

Cost of sales

104,794

99,821

536,343

140,718

156,549

144,114143,379

584,760

86,61920,02527,281

25,175

16,511

88,992Gross 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

42,18045,79843,661

42,957

174,596

Research and development expenses - Application layer

137,580

146,209

171,504

42,461

49,41047,26345,485

184,619

Sales and marketing expenses

57,55645,18150,353

12,982

14,15814,18015,76057,080(€ in thousands, unless stated otherwise; quarterly data unaudited)

General and administrative expenses

86,15589,098

119,720

20,42323,45922,57333,026

99,481

Total operating expenses

711,101

500,296547,337

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)

37,378-7,791-7,940-1,272-1,597-2,523-1,608-7,000-257,639-94,653-102,735

2,973-4,455-7,890-11,636-21,008

80%

80%

84%

86%

83%

83%

88%

85%

-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

129,430130,118

130,898

131,981

132,640

131,127

132,427

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

Net result1
Margins
Gross margin (%)2
2

EBIT margin (%)

Earnings per share

1.
2.

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

SUPPLEMENTARY INFORMATION | PAGE 136

KEY FIGURES OVERVIEW CONTINUED

Statement of cash flows overview(€ in thousands, quarterly data unaudited)
Operating result

FY 2020

FY 2021

FY 2022

Q1 2023

Q2 2023

Q3 2023

Q4 2023

FY 2023-287,710-93,191-97,613

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

285,60973,671

56,672

12,508

11,180

9,837

10,091

43,616

Change in provisions-4,336-7,474-2,472

-455

-697

308

-1,754-2,598Equity-settled stock compensation expenses

6,437

5,934

10,532

2,608

3,944

2,627

3,622

12,801

0

-46

-69

-207000

-134

0

0

-341

-2,932

8,772

5,086

1,124

1,903

-1,583844

2,288

13,741

17,883-9,164-3,904-9,048

11,682

967-303

Other non-cash movements
Changes in working capital:
Change in inventories
Change in receivables and prepayments
1

Change in liabilities (excluding provisions)
Cash flow from operations

32,2895,124-5,073

-741

1,005

6,149

1,340

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
Cash flow from operating activities
Investments in intangible assets
Investments in property, plant and equipment
Proceeds from sale of investments
Dividends received-8,013-7,569-5,083-2,587-3,620-2,197-2,427-10,831-20,180

36,783-31,408

7,808

208

16,316

8,363

32,69500-5,271

0

0

0

0

0

-6,298-13,274-4,895-1,371-2,868-4,337-3,281-11,857

00

014,96500

014,965

162

366

392

0

0

0

0

0

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

Change in fixed-term deposits

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

23,654-26,850-72,500-42,80798,603-99,048-1,065-44,317

Cash and cash equivalents at the beginning of period

213,941

231,520

205,820

132,729

89,497

188,31489,573

132,729

Exchange rate changes on cash balances held in foreign
currencies-6,075

1,150

-591

-425

214

307

-976

-880

231,520

205,820

132,729

89,497

188,31489,57387,53287,532

Cash and cash equivalents at the end of the period
1.

-17,215-11,293

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

SUPPLEMENTARY INFORMATION | PAGE 137

KEY FIGURES OVERVIEW CONTINUED

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 2023-20,180

36,783-31,408

7,808

208

16,316

8,363

32,69500-5,271

0

0

0

0

0

Calculation of free cash flow
Cash flow from operating activities
Investments in intangible assets
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

6,437-2,66011,9795,082

20,838

Free cash flow from discontinued operations
Free cash flow1
Restructuring-related cash flow2
1

Free cash flow excluding restructuring
1.
2.

0

0

0

0

0

0

0

0

-26,478

23,509-41,574

6,437-2,66011,9795,082

20,8380012,388

4,043

5,792

944

399

11,178-26,478

23,509-29,186

10,4803,132

12,923

5,481

32,016

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

SUPPLEMENTARY INFORMATION | PAGE 138

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

1.

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 GmbHGermany (Berlin)

TomTom Germany GmbH & Co. KG

Germany (Hannover)Tele Atlas Germany Finance 4 GmbHGermany (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 OOORussian Federation (Moscow)

Tele Atlas RUS OOORussian 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)

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.

SUPPLEMENTARY INFORMATION | PAGE 139

DEFINITIONS AND ABBREVIATIONSTermDefinition

Term

Definition

AC
ADAS
AFM
AGM
AI
Americas
Asia Pacific
AScX
API
AWS
B2B
B2C
BREEAM
CAPEX
CBECS
CIS
Code
Company
CO2
CSRD
DEI
DCC
DecreeEBIT
EBITDA
EIA
EMEA
EPA
EPS
ESEF
ESG
ESRS
ETA
ETR
EV
FCD
FCF
FIFO
FTE
Foundation
GAAP
GDPR
GHG Protocol
GRI
Group
HD
HR
HGB
IA
IAS
IFRIC

Audit Committee
Advanced Driver Assistance Systems
the Netherlands Authority for Financial Markets
Annual General Meeting
Artificial Intelligence
the totality of North and South America
part of Asia which lies in the Pacific Ocean
the Amsterdam Small-Cap Index
Application Programming Interface
Amazon Web Services
Business to BusinessBusiness to Consumer
Building Research Establishment Environmental Assessment Method
Capital Expenditures
Commercial Buildings Energy Consumption Survey
Commonwealth of Independent States
the Dutch Corporate Governance Code
TomTom N.V.
Carbon dioxide
Corporate Sustainability Reporting Directive
Diversity, Equity, and Inclusion
The Dutch Civil Codethe Dutch Decree on the contents of Directors’ Report
Earnings Before Interest and Tax
Earnings Before Interest, Tax, Depreciation and Amortization
U.S. Energy Information Administration
Europe, the Middle East and Africa
U.S. Environmental Protection Agency
Earnings Per ShareEuropean Single Electronic Format
Environmental, Social, and GovernanceEuropean Sustainability Reporting Standards
Estimated Time of Arrival
Effective Tax Rate
Electric Vehicle
Floating Car Data
Free Cash FlowFirst-in, First-out
Full-time Equivalent
Stichting Continuïteit TomTom
Generally Accepted Accounting Principles
General Data Protection Regulation
Greenhouse Gas Protocol
Global Reporting Initiative
TomTom N.V. together with its subsidiaries
High Definition
Human Resources
Handelsgesetzbuch (German Commercial Code)Internal Audit
International Accounting Standards
International Financial Reporting Interpretations Committee

IFRS
IP
ISMS
ISA
ISO
GJ
KPI
LGBTQIA+
LEED
LLM
LT
LTI
MB
MoMa

International Financial Reporting Standards
Intellectual property
Information Security Management System
Intelligent Speed AssistanceInternational Organization for Standardization
Gigajoules
Key Performance Indicator
Lesbian, gay, bisexual, transgender, intersex, queer/questioning, asexual
Leadership in Energy and Environmental Design
Large Language Model
Location Technology
Long-Term Incentive
Management Board
Mobile Mapping
Koninklijke Nederlandse Beroepsorganisatie van Accountants (Netherlands Instituteof Chartered Accountants)
The Statistical classification of economic activities in the European Community
Non-Governmental Organization
The United States and Canada
Non-Practicing Entities
Nadere voorschriften kwaliteitssystemen (Regulations for quality management
systems)
Other Comprehensive Income
Organisation for Economic Co-operation and Development
Original Equipment Manufacturer
Operational Expenditures
OpenStreetMap
Portable Navigation Device
Point of interest
Property, plant & equipment
Research & Development
Renewable Energy Certificate
Remuneration Committee
Rest of World
Restricted Stock Unit
Regulatory Technical Standards
Supervisory Board
Standard Definition
Sustainable Development Goal
Software Development Kit
Sensor Derived Observations
Selection Committee
Short-Term Incentive
Sports Utility Vehicle
Trusted Information Security Assessment Exchange
Verordening gedrags- en beroepsregels accountants (Dutch Code of Ethics)
Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten(Code of Ethics for Professional Accountants)
Wet toezicht accountantsorganisaties (Audit firms supervision act)

NBA
NACE
NGO
North America
NPE
NVKS
OCI
OECD
OEM
OPEX
OSM
PND
POI
PP&E
R&D
REC
RemCo
ROW
RSU
RTS
SB
SD
SDG
SDK
SDO
SelCo
STI
SUV
TISAX
VGBA
ViO
Wta

SUPPLEMENTARY INFORMATION | PAGE 140

FORWARD LOOKING STATEMENTS
IMPORTANT NOTICEIn this Annual Report ‘TomTom’ ‘the company’ and the ‘the group’ are sometimes used forconvenience 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 particularcompany.
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 andobjectives of TomTom with respect to these items. In particular, the words ‘expect’,‘anticipate’, ‘estimate’, ‘may’, ‘should’, ‘believe’, ‘outlook’, and similar expressions areintended to identify forward-looking statements. By their nature, forward-looking statements
involve risk and uncertainty because they relate to events and depend on circumstances thatwill 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 factorsthat 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 DATAStatements regarding market data, including the company’s competitive position, containedin this Annual Report are based on outside sources such as specialized research institutes,
industry and dealer panels in combination with management estimates.

SUPPLEMENTARY INFORMATION | PAGE 141

NON-GAAP MEASURESThe financial information in this report includes measures, which are not defined bygenerally accepted accounting principles (GAAP) such as IFRS. We believe thisinformation, 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 andpractical, we provide reconciliations to relevant GAAP measures. The non-GAAP
measures are not audited.

1.

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.

Operational revenue(€ in millions)
Automotive reported revenue
Movement of Automotive deferred revenue

FY 2023

FY 2022

342

260

1

36

343

296

FY 2023

FY 2022

Automotive

432

431

Enterprise

10

12

Operational revenue
Deferred revenue(€ in millions)

Consumer

20

21

Gross deferred revenue

462

464

Less: Netting adjustment to unbilled revenue

28

25

Deferred revenue

433

439

FY 2023

FY 2022

Cash flow from operating activities

33

-31

Investments in intangible assets

0-5

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 cashis cash and cash equivalents plus cash held in fixed term deposits.

Investments in property, plant and equipment

-12

-5

Gross deferred revenue

is deferred revenue before the netting of unbilled receivables.1

Free cash flow

21

-42

Equity free cash flow yieldis free cash flow divided by the market capitalization (number ofoutstanding share capital multiplied by the share price) at year end.

Restructuring-related cash flow

11

12

Free cash flow excluding restructuring

32

-29

FY 2023

FY 2022

EBIT (operating income)

-20

-98

Depreciation and amortization

44

57

EBITDA

24-41

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.

Free cash flow(€ in millions)

EBIT(DA)(€ in millions)

SUPPLEMENTARY INFORMATION | PAGE 142

TomTom NV
De Ruijterkade 154
1011 AC Amsterdam
The Netherlands
Tel: +31 (0)20 757 5000
tomtom.com
For more information
Investor Relations website:
corporate.tomtom.com/investors/overview