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CONTENTS

TomTom Annual Report 2021

WE ARE TOMTOM

FINANCIALS

Message from the CEO / 3

Consolidated financial statements / 67

At a glance / 4

Consolidated statement of income / 68

How we create value / 5

Consolidated statement of comprehensive income / 68

Our businesses / 6

Consolidated balance sheet / 69

Our products and technologies / 7

Consolidated statement of cash flows / 69

People and culture / 10

Consolidated statement of changes in equity / 70

Environmental, Social and Governance / 13

Notes to the consolidated financial statements / 71

Privacy and data governance / 24

Financial review / 25

Company financial statements / 103

Operational review / 28

Company statement of income / 104

Company balance sheet / 104

GOVERNANCE

Notes to the company financial statements / 105

Corporate governance / 30

Management Board / 33

Other information / 107

Supervisory Board / 36

Other information / 108

Supervisory Board report / 40

Independent auditor's report / 109

Remuneration report / 45

Risk management and control / 58

SUPPLEMENTARY INFORMATION

Investor relations / 63

Quarterly overview 2021 / 116

Management Board statements / 64

Definitions and abbreviations / 118

Non-GAAP measures / 119

Forward-looking statements / 120

TOMTOM NV / ANNUAL REPORT 2021 / PAGE 1

WE ARE

TOMTOM

Our location technology connects

people and businesses globally.

We enable smarter movement

through our maps, our services

and our software

Message from the CEO / 3

At a glance / 4

How we create value / 5

Our businesses / 6

Our products and technologies / 7

People and culture / 10

Environmental, Social and Governance / 13

Privacy and data governance / 24

Financial review / 25

Operational review / 28

TOMTOM NV / ANNUAL REPORT 2021 / PAGE 2

"Our goal is to push

the boundaries of

technology to

enable even richer

location based data,

services and

software."

HAROLD GODDIJN

Chief Executive Officer, TomTom NV

HIGHLIGHT FACTS/FIGURES

€394 million

Location Technology revenue (2020: €392 million)

€1.9 billion

Automotive backlog1 (2020: €1.8 billion)

€356 million

Net cash position1 (2020: €372 million)

1Non-GAAP measure, refer to page 119

FOR MORE INFORMATION

Our company

tomtom.com/company/

Dear stakeholders,

2021 has been a year in which the effects

of the COVID-19 pandemic continued to

impact the lives of people and businesses

all over the world. We forged forwards,

however, thanks to the tireless efforts of

everybody at TomTom.

Issues in the semiconductor supply chain

especially were felt across many industries

this past year, including our own. While there

is no doubt the effects of the pandemic will

remain an important factor in the

foreseeable future, I am convinced TomTom

is well-positioned to create value from

several trends in our industry with our class-

leading mapmaking platform.

I am pleased to see the resilience with which

our employees continued to deliver the high-

quality products and service levels our

customers expect from us. Even though

circumstances have asked a lot of us all,

employee engagement remained strong in

2021. TomTom’s open and inclusive culture is

highly valued, and we were able to attract

new talent in a very competitive market.

Our goal is to push the boundaries of

technology to enable increasingly richer and

more versatile location-based services and

software. Not only because of the business

opportunities this creates; our dedication to

improve road safety and reduce congestion

and emissions have been long-time drivers of

our strategy. Our location data and services

enable enterprises globally to make use of

scarce resources in a smarter and more

efficient way.

To achieve this, TomTom continued to work

hard on automation and innovation in 2021.

Our products and services are powered by our

advanced mapmaking platform. This utilizes

a blend of artificial intelligence and

cartographer skills to integrate data from a

large variety of sources.

Our focus on automation ensures a cost-

effective location database, and one of

exceptional quality. Our customers also play

an important role in this, as they contribute

to our geographical data by using our

products, creating a flywheel effect. This

means that the more customers we have, the

better our products get.

Our Enterprise division expanded its

customer base in the fleet and logistics and

on-demand markets in 2021. The business

showed its resilience thanks to its long-term

contracts. We have a pipeline of promising

products in development and our API's

meanwhile have been recognized this year as

best-in-class.

In Automotive we delivered milestone

products. The release of TomTom Navigation

for Automotive, our cloud-native hybrid

solution, further strengthens our leading

position as a Location Technology specialist.

It is the most comprehensive navigation

system available to automakers today. And

with TomTom IndiGO we unveiled the world’s

first open digital cockpit software platform

for carmakers. This open and secure

environment brings users’ digital lives and

access to car functions seamlessly and safely

in the in-dash experience.

We are very happy to see that customer

engagement in Automotive and Enterprise is

evolving more and more from a traditional

supplier relationship to a partner approach.

This is leading to longer-term partnerships

like those with Microsoft, Uber and

Volkswagen, customer intimacy, productive

software engineering collaborations and

better products. At the same time, European

regulations to improve road safety such as

Intelligent Speed Assistance (ISA) support

further market opportunities in Automotive.

I am confident that going forward we will be

able to further leverage our technology,

investments, and innovative spirit to offer

better maps, at a lower cost. Our

independent nature as a global location

specialist that upholds strong data

governance and privacy standards means we

differentiate ourselves from the competition.

I am very proud of what we achieved in 2021.

It is thanks to the ongoing support and

confidence of all our stakeholders – our

shareholders, customers, and employees –

that we are able to show each and every day

that TomTom makes a difference. We create

the most innovative location technologies for

a safer, cleaner, and congestion-free world.

The road ahead is an exciting one, with the

world as a smart, real-time, and meaningful

map at our fingertips.

HAROLD GODDIJN

Chief Executive Officer, TomTom NV

WE ARE TOMTOM / PAGE 3

MESSAGE FROM THE CEO

The geolocation technology specialist

At TomTom we are providing geolocation technology for

drivers, carmakers, enterprises and developers.

Our maps, navigation software, real-time traffic information

and APIs connect people and businesses on a global scale,

making the roads safer, the drive easier and the air cleaner.

We are founder-led and headquartered in Amsterdam with

offices in 24 countries. Together, we are a 4,400+ strong

team of talented, diverse individuals who make the TomTom

technologies that hundreds of millions of drivers, businesses

and governments rely on.

OUR HISTORY

Founded in 1991, we have grown from a Dutch-based start-up

into the world's leading geolocation technology specialist. 

What started with software development for business-to-

business mobile applications and personal digital assistants

for consumers led to the creation of a new product:

the portable navigation device (PND).

Today, we are a trusted partner for innovative geolocation-

based products for the technology industry, carmakers,

governments and developers.

OUR STRATEGY

Our strategy is to grow our Location Technology business by

delivering state of the art products and services that are

easily integrated in the applications of our customers.

Our people are core to our strategy. We continuously coach

and encourage them to achieve great things, empowering

them to be their best and providing them with growth and

learning opportunities.

Our product innovation priorities are:

•Our mapmaking platform – increasing automation and

processing new sources. This will create a cost advantage

and shorten the time between real-world changes and

those changes being reflected in customer applications

•Data contributions from customers – creating a flywheel

effect; the more customers we have, the better our

products get

•Traffic-dependent road navigation – including lane-level

navigation, travel time prediction accuracy, and a

configurable trade-off between onboard and online map

•Our online services – availability, scalability, and security

Our product priorities to target new customer requirements

are:

•Fleet-based applications – including logistics (planned

deliveries) and on-demand services, such as e-hailing and

food delivery

•Electric vehicles (EV) – including providing accurate

charging station POI data and EV routing

•Intelligent Speed Assistance – requiring accurate speed

restriction data

•Digital cockpit – enabling Automotive customers to provide

a mobile-beating experience with less time and effort that

implements their design choices, and maintains

competitiveness through continuous software updates

WE ARE TOMTOM / PAGE 4

AT A GLANCE

TomTom technologies enable smarter

movement on a global scale

We pursue activities that create the most relevant and

beneficial impact for our stakeholders, including our

people, customers, suppliers, society and shareholders.

The TomTom platform, our data, and software enable

enterprises worldwide to make smarter and more efficient

use of scarce resources. Whether reducing global emissions

through more efficient mobility and EV adoption, reducing

road-related accidents through advanced automated driving

technologies, driving innovation, fostering equality, or

accessibility to services through location-based data – we are

helping solve some of the global challenges.

Our people and culture are fundamental to our success. We

differentiate ourselves as an employer of choice by fostering

a unique founder-led culture and bringing our values to life.

By listening to our customers' needs, we create location

technologies that help solve the location-based needs they

have. We run an ethical business for and with our partners,

together accelerating the future of mobility. We contribute

to society through our work and the technologies we create,

improving road safety and reducing emissions. By embracing

our capacity to do more, we give back to the communities

around us. We allocate capital to the businesses we think

offer the best prospects for growth and returns. We use

stakeholder feedback to develop our strategy and our

products.

WE ARE TOMTOM / PAGE 5

HOW WE CREATE VALUE

We are well-positioned to capture value

from the trends shaping our industry

MARKET OPPORTUNITIES

Technological innovation and evolving customer needs are

driving a true mobility revolution. Major shifts towards

automation, connectivity and electrification in the mobility

landscape are generating great market opportunities for

TomTom technologies.

Fleet-based applications and online on-demand services such

as e-hailing and food delivery are experiencing rapid growth.

In the automotive sector, advanced driver-assistance systems

such as Intelligent Speed Assistance are gaining significant

traction. TomTom plays a central role in these trends. We aim

to grow our business by providing customers and end-users

with the most up-to-date and relevant map content for their

applications – or to simply find their way on the road. To

achieve this, we continue developing our best-in-class

mapmaking platform, as we strengthen and expand our

product portfolio.

OUR CUSTOMER

To serve our customers we operate in two segments, Location

Technology, supporting our B2B customers, and Consumer.

Our B2B customers integrate our location-based products

into their applications to meet their location requirements.

Many customer applications, especially turn-by-turn

navigation, require a competitive end-user experience which

we can deliver due to our strong heritage through our

Consumer business.

In using our products, our customers contribute to our

geographic data, creating a flywheel effect where the more

customers we have, the better our services get. For example,

customers who integrate our real-time traffic data provide us

with location traces (also called probes) that we use to create

our real-time traffic data and to update our map to reflect

real-world changes. The more probe data we receive, the

more accurate our traffic predictions are and the better our

product becomes. Another example is seen in our map editing

partnerships, where customers directly update our map

database to reflect real-world changes.

LOCATION TECHNOLOGY

Within our Location Technology segment we provide maps,

software and services that our Enterprise and Automotive

customers integrate into their applications. The way we

engage with our customers is evolving from a traditional

supplier relationship to a partner approach. This is leading to

longer-term partnerships, customer intimacy, productive

software engineering collaborations and better products.

Automotive

Our Automotive customers are carmakers and their tier-1

suppliers, who integrate our products into their location-

based vehicle application systems, such as digital cockpit

systems, navigation systems, location-based advanced driver-

assistance systems, and automated driving. We serve

Automotive customers with our generic products and a range

of Automotive-specific products. Thanks to our modular

structure and use of standards, Automotive customers can

integrate any combination of our products for navigation.

Enterprise

Our Enterprise customers include some of the world’s largest

and most innovative tech companies. Many of our Enterprise

customers use our maps, traffic and APIs in their proprietary

fleet management systems for operational fleet

management or on-demand services. At the same time, we

serve a vast array of small businesses and developers. There

are hardly any mobile apps today that do not use location.

Our Maps API's and SDK's open up the endless possibilities

that our location intelligence offers, from planning the

fastest route for an ambulance service or how to show the

nearest EV charging station on a map.

CONSUMER

Our Consumer business offers drivers navigation, including

directions, guidance, and information about the road ahead.

We offer consumer products in the form of portable

navigation devices and mobile applications, which help people

make smarter decisions while driving, getting them to where

they want to be with greater ease, efficiency and safety.

WE ARE TOMTOM / PAGE 6

OUR BUSINESSES

Leading the way with

smarter technology

OUR PRODUCTS

Our product portfolio's structure is layered and

partitioned. It is layered, from the bottom up, into Maps

and Traffic, APIs, and Software. The visualization shows

how our principal products are placed in this structure.

Maps and Traffic

Our Maps and Traffic layer consists of online services that

provide our geographic data in a variety of formats, including

our SD (standard definition) map, our HD (high definition)

road network map, and our real-time traffic data, which

provides traffic flows and a variety of traffic incidents

including traffic jams, road closures, and road works. We also

provide Travel Information. This includes static and dynamic

data relating to off-street parking, on-street parking, fuel

stations, EV charging points and speed cameras.

Examples of dynamic Travel Information data are availability

of parking spaces, fuel prices, and EV charging station

occupancy.

An important part of our geographic data relates to road

networks, from highways to residential streets. Our road

network data is used for search, vehicle navigation, location-

dependent ADAS functions, and automated driving.

Our SD map is a map that is designed to meet application

functions to display a map, search a map, and navigation

(routing, directions, and turn-by-turn guidance). Our SD map

describes the road network (including street names and

addresses) and much more, including natural features (such

as coastlines, rivers, and land use), building footprints,

country borders, and categories of points of interest (e.g.,

restaurants, shops, airports, fuel stations, and businesses),

and voice data (used for speech navigation guidance).

Our traffic data includes our real-time traffic and speed

profiles for predicting expected travel times. Our onboard and

online routing software uses our traffic data for finding the

fastest route and providing more accurate expected travel

times, which navigation application users experience as a

more accurate ETA (estimated time of arrival).

Our ADAS map provides road network data required by

location-dependent ADAS functions. The ADAS road network

data is a subset of the data in our SD map and includes road

geometry and ADAS attributes, such as road curvature and

gradient. For example, an engine management system can

save on fuel by using the gradient information to avoid

changing gears near the summit of a hill.

Our HD map also provides road network data, including 3D

lane geometry and road sign geometry, with greater location

precision than for our SD/ADAS map. This supports

automated driving applications such as automatic lane

keeping and localization, whereby map data and sensor data

are being matched to accurately determine the position of

the vehicle.

WE ARE TOMTOM / PAGE 7

OUR PRODUCTS AND TECHNOLOGIES

APIs and Software

We give customers easy access to a wide array of services

through our suite of APIs. These tools play a pivotal role in

making the connection between our content and the

applications that they power, whether through our maps,

routing, traffic or search.

Our SDKs (software development kits) are software libraries

that allow customers and developers to easily integrate our

APIs into their products and services for web and mobile

applications. We have a suite of APIs available, such as Map

Display, Traffic Display, Search, and Directions. We describe

each on our developer portal: https://developer.tomtom.com.

Our latest NavKit library supports both online navigation and

onboard navigation using an installed map. Our latest

libraries enable our Automotive customers to make trade-

offs between online and onboard maps to control cellular

data usage costs and offline resilience.

Our software provides customers with the most productive

way to meet their location requirements. Our SDKs enable

application functionality our customers would otherwise have

to develop themselves, such as map rendering and map

matching (accurately determining which road the vehicle is

on through noisy location trace data).

Our NavKit libraries provide Automotive customers with

portable libraries that can run on any operating system for

their vehicle-integrated navigation, ADAS, and automated

driving application systems. There is a trend for vehicle

infotainment system to use an Android-based software

platform, which gives us the opportunity for greater synergy

with our Maps SDKs.

OUR TECHNOLOGY

Our technology supports the following key activities:

•Geographic data creation, including our maps and real-time

traffic

•Providing customer-facing online services, such as map

updates and our APIs, which includes developing and

deploying the application systems that provide our online

services

•Developing and releasing device software (for vehicle-

integrated systems and mobile and web applications)

Geographic data creation

Our geographic data, which includes our map data and our

real-time traffic data, is created continuously by processing a

wide variety of data sources. Processing data sources occurs

in multiple steps with the ultimate effect of updating the

geographic data in our location products (from map releases

to online APIs), which our customers integrate into their

applications. The processing steps are mostly done by our

proprietary mapmaking and traffic creation software.

We often integrate overlapping sources to provide a more

accurate representation of reality than could be provided by

each individual source, which in the geospatial context is

called conflation.

We invest in proprietary software systems with the goal of

automating as much of our mapmaking as possible, to enable

greater throughput and higher and more repeatable quality.

We continuously update our maps to reflect a constantly

changing reality. The faster we detect real-world changes and

correct our map data, the more we meet our quality goals to

support our customers. Next to keeping our maps up to date,

we define and create new types of geographic data, such as

providing lane-level geometry to support automated driving

and lane-level navigation.

Real-time traffic data is inherently volatile, so our traffic

creation application system creates a new traffic map every

30 seconds.

The main inputs to our geographic data creation system are

floating car data (FCD), data from our own mobile mapping

(MoMa) vehicles and more traditional public and commercial

sources, including government maps, satellite images,

business listings, and address point listings.

KEY FIGURES

Over 600 million connected devices

contributing to location data.

Up to 5.0 billion km of live trip data collected

every day, equivalent to 100 million driving

hours.

4.5 trillion km of trip data archived since

2008, equivalent to 88 billion driving hours.

DATA COVERAGE

Our global SD Map covers over 74 million km

of roads, over 522 million address points and

over 151 million POIs.

Our ADAS Map covers over 9.4 million km of

roads across all continents.

Our HD Map covers over 500 thousand km of

roads across Europe, the US and East Asia.

WE ARE TOMTOM / PAGE 8

OUR PRODUCTS AND TECHNOLOGIES CONTINUED

Providing customer-facing online services

Our location products are either implemented as an online

service (e.g., our Map Display API) or depend on one or more

online services (e.g., our Maps SDKs). The following list shares

typical examples of how customers depend on our online

services:

•Customers integrate our map releases and real-time traffic

feed into their applications

•Whether they use our SDK or not, customers integrate our

Maps APIs into their mobile, web or vehicle-integrated

applications, or server-side application systems

•Automotive customers integrate a wide variety of online

services, including our map update services, real-time

traffic feed, TPEG, and our online APIs into their vehicle-

based application systems, including navigation, ADAS, and

automated driving

Our online services include services to ingest the FCD that our

customers provide, which we process to create real-time

traffic and to keep our maps up to date.

Developing and releasing device software

We develop device-side software for web developers, mobile

app developers, and vehicle-integrated systems, which we

deliver as SDKs.

Our device software can be divided into:

•Maps SDKs for web and mobile app developers as a more

productive way to use our Maps APIs and to implement

device-side functions customers would otherwise have to

develop themselves

•Vehicle libraries for vehicle integrated systems, typically

using both onboard and online maps

•Our TomTom IndiGO framework of software libraries, which

significantly reduces the time and development effort in

developing a vehicle digital cockpit, and where our

navigation software is pre-integrated

Our Maps SDK, vehicle libraries, and TomTom IndiGO

framework include software that provides device-side

application use cases (from an onboard or an online map) and

software that implements the user interface, benefiting from

the user experience design capability we have developed as a

consumer electronics company.

KEY FIGURES

Real-time traffic information service

available in 79 countries.

Over 540 thousand EV charging points in

98 countries.

Weather information available in 158

countries.

On-Street Parking information available in

114 cities in 21 countries.

Off-Street Parking information available in

more than 80 countries.

The TomTom ADAS Map powers more than

5 million automated vehicles sold.

WE ARE TOMTOM / PAGE 9

OUR PRODUCTS AND TECHNOLOGIES CONTINUED

Our people are at the heart of TomTom,

driving innovation every day

In 2021, we accelerated the evolution of our way of

working to give TomTom’ers extra flexibility and even

more room to grow.

From our tech to our people, at TomTom we are all about

movement and improvement. We create technologies to help

shape tomorrow’s mobility, and programs to help our people

reach their potential. Innovation is embedded in our company

culture because it drives us as individuals. Coming together

as a diverse global team of 4,400+ people across 34 offices,

everyone becomes even stronger.

To accelerate our growth as a business, we are focused on

being the employer of choice – to best attract, retain and

develop the right talent.

We took bold steps in 2021, evolving our way of working to

foster an agile, inclusive and innovative environment with a

competitive rewards program and meaningful learning and

development opportunities.

Attracting talent

The pandemic led people to rethink the way they approach

work, why they work and where they work. As a response,

flexible, hybrid ways of working are in demand more than

ever before.

We are looking at this next stage as the “Great Opportunity”

to attract the best talent out there. This is reflected in our

achievements for 2021.

We successfully launched Working @ TomTom (W@TT) – our

hybrid way of working that focuses on activities over

locations. 69% of our new hires were for technology-based

roles, which are both impactful and critical to our continued

innovation. We are constantly analyzing market trends so we

can carry on adapting quickly and attracting the best people

in the market.

We continue learning what is most important to attract and

reach a wider, more diverse talent pool. This includes finding

talent from different backgrounds and building on our

ongoing digital employer brand campaigns to help us attract

both familiar and new profiles.

What we offer

Our rewards program is a key element of TomTom's offer. Our

objective is to give TomTom’ers competitive compensation

and benefits that support different aspects and moments of

their life and career.

With the home office taking on a bigger role, we have given

people the increased flexibility they need through W@TT, our

hybrid way of working. TomTom'ers can work from either the

home or the office, and receive an additional home office

allowance.

Life at TomTom

To retain the best talent, we need to create an environment

that is tailored to people's needs. W@TT is just one example.

We were recognized as one of India’s Best Workplaces in IT &

IT-BPM 2020 by the Great Place to Work ® institute, the

global authority for creating, sustaining and identifying high-

trust, high-performance organizations with a strong culture.

By continuing to listen and act on TomTom'ers behalf, we

were rewarded for our efforts again last year, recognized as

one of India’s Best Workplaces™ for Women 2021 in the Large

Companies Category.

WE ARE TOMTOM / PAGE 10

PEOPLE AND CULTURE

This recognition is indicative of our efforts to give

TomTom’ers a working space – both in the office and online –

that is inclusive, offering equal opportunities and resources

for all.

We are always looking for more ways to make ourselves a

better employer. Employee communication plays a key role

here. We strive to be consistent and provide continued

opportunities for TomTom’ers to tell us how they are feeling

about the organization, what works well and what could be

improved. To get this information, we send out regular

engagement surveys.

In 2021, we ran one engagement survey in April and one in

October, receiving a response rate of 89% and 87%

respectively. These are high percentages, and our overall

engagement scores (77 and 78) are both higher than the

industry benchmark of 73. Such results also show the level of

TomTom'ers' willingness to communicate their experience as

they are working at TomTom.

Upon release of the survey results, TomTom’s leaders and

people managers came together with TomTom’ers to discuss

the right ways of implementing the survey’s feedback. Site

owners at our offices around the world also have access to

the aggregated results so they can make improvements at a

local level. Overall, it is a global effort to make TomTom an

even greater place to work.

Thanks to our efforts, in 2021 we were nominated for two

LinkedIn Talent Awards: "Employee Engagement Champion"

and "Best Culture of Learning." We are proud of these awards.

As people evolve, so does our organization. In 2021 an integral

part of our mission therefore focused on a new TomTom

leadership initiative.

Growing leaders at every level

Our organization’s success is tightly tied to the success of our

people and strength of our leaders. In 2021 we encouraged

every single TomTom’er to “Choose to Lead” – because

showing leadership is for everyone, and anyone can be the

source of positively influence.

By choosing to lead, TomTom’ers themselves grow and

develop as they close the gap between our current reality and

our aspirations as a company – where TomTom is now and

where we want TomTom to be.

We developed a Leadership Foundation to clarify and support

the leadership behaviors, principles and values that every

TomTom’er can choose to practice.

We carefully tailored a program of online sessions around our

Leadership Foundation to encourage TomTom’ers to

recognize their hidden potential, unlock it, and show how

they can take the next steps to growth. By doing so, we

empower our people to make a positive change, develop with

the organization and see the impact they are having on

TomTom’s success.

We also created a development toolkit to enable managers to

encourage TomTom’ers to embody the Leadership

Foundation, cascading this down within their teams. The

toolkit includes management development tracks on Hone

(an online leadership training provider), as well as learning

maps and mentoring sessions.

Innovation at TomTom

Our global innovation program, TomTom Lab, gives

TomTom'ers the freedom to come up with their own ideas

(relevant to TomTom) and develop them collaboratively with

colleagues across the organization. This adds to our agile

working culture, where TomTom'ers are empowered to find

the right solution no matter where they are or what role they

play within the organization.

TomTom Lab leads up to our annual hackathon, What the

Hack, where we bring together TomTom’ers from around the

world every year to work on whatever they think will benefit

our customers, our business and our positive impact as an

organization.

In 2021, we expanded TomTom Lab with two new hackathons

to inspire innovation outside of TomTom: a Family Hack and

TomTom n.EXT, our first-ever global student hackathon.

The Family Hack gives TomTom’ers the opportunity to

innovate together with their families and friends, both inside

and outside TomTom. Driven by the winning idea from 2020’s

hackathon, the Family Hack asked teams to create a Roblox

game using TomTom data. Considering the extent of Roblox’s

popularity – with over 43 million active daily users – the

Family Hack gave participants (and us) the chance to

introduce our maps to a whole new market.

With TomTom n.EXT we brought together students from top

tech universities in the Netherlands, Poland, the U.S. and

India to compete in challenges set by TomTom. Our leading

goal was to help building and developing the future

generation of engineers, in alignment with the United

Nations’ Sustainable Development Goal 4 (Quality Education).

WE ARE TOMTOM / PAGE 11

PEOPLE AND CULTURE CONTINUED

Greater work flexibility

A working environment that enables focus, great

collaboration and high levels of creativity and productivity is

essential for TomTom'ers to best innovate and lead.

With people moving from the office to working fully remotely

during the pandemic, we learned that the right working space

is a flexible concept. When asked, TomTom’ers overall

preferred a balance of home and office.

This inspired our activity-based Working @ TomTom (W@TT)

initiative, launched at the beginning of 2021. Recognizing the

benefits of working at home and the office, W@TT offers the

best of both worlds. TomTom’ers, with their team and

manager, decide how they balance working in the office and

at home, depending on what they need to do.

We are making important changes in our offices to

accommodate flexible working. Changing how they are set up

and used will make them more active and adaptable. Our

office in Pune, India, is the first to undergo a W@TT redesign.

W@TT gives TomTom’ers and their teams the freedom and

flexibility to use the workspace that fits their activities to

make the biggest impact.

Setting the example

W@TT, Choose to Lead and our hackathons continue to evolve

life at TomTom. During such changes, strong, vocal leaders

are important to help guide TomTom'ers through and ensure

transparency on where TomTom is going. Our Senior

Leadership Team, made up of leaders from across the

business, is playing an important, active role.

Our quarterly All Hands brings our leaders together to align

all TomTom’ers on how we are building towards our next

chapter. We also have Ask Me Anything sessions (AMAs),

during which TomTom’ers are invited to ask open questions

on key topics such as our business and product strategy.

Both the All Hands and AMAs stimulate an open dialogue

between leaders and TomTom’ers. By outlining what is

happening within TomTom, what we want to achieve and

how we can achieve it together, leaders continue empowering

all TomTom'ers to make decisions.

Employee well-being during COVID-19

Safety and employee well-being have been the primary

drivers of our response during the pandemic.

Following the local recommendations by government and

health authorities where we operate, we transitioned all

TomTom’ers to work from home, where applicable. As a

global technology company, TomTom’ers were already

collaborating across multiple locations and time zones with

colleagues who are not in the same physical place. This, along

with an efficient response by a dedicated team, meant we

were able to collaborate effectively and continue delivering

on our strategic priorities. TomTom’ers demonstrated great

adaptability and resilience, showing a strong sense of

commitment towards each other and the organization.

Every one of us experienced the impact of this global

pandemic in different ways. During this time, we placed extra

emphasis on the well-being of TomTom’ers. We launched

mechanisms to support our employees, including workshops,

webinars, information sessions on best practices from

experts, and online advice on various topics directly from

other TomTom'ers.

We also organized TomTalks events with external speakers,

improved our assistance offering in multiple countries, and

started a Buddy program to help our employees maintain

contact with one another, among other initiatives to

promote a sense of community.

Extra steps for mental well-being

A safe and healthy working environment is key to helping

TomTom’ers feel empowered and comfortable. Our well-being

efforts focus on creating such an environment, organizing

initiatives and sessions to raise awareness around health

issues.

In response to another year of the pandemic, in 2021 we

emphasized mental health support for TomTom’ers. Our core

campaign, TomTom Mental Health Week, communicated a

simple message: “Your Mental Health Matters.”

WE ARE TOMTOM / PAGE 12

PEOPLE AND CULTURE CONTINUED

Creating a better world

goes beyond our technologies

At TomTom, corporate responsibility is not an

afterthought or about checking a box. We are guided by

our desire to create a better world. Our values and

vision come through in our products and services,

people and communities, and our business operations.

As a global business, we embrace our responsibility to not

only minimize our negative impact, but also to maximize the

positive one. Our Traffic data helps local governments to

manage traffic, businesses to plan smarter working hours

and drivers to avoid congested roads, meaning less emissions.

We also know that our impact on creating a better world goes

beyond our technologies, and we take this responsibility

seriously. As a leading location technology expert we strive to

not only change the world with our products and services but

also to inspire the next generation of tech talent and

innovators. Further, we organize initiatives to give back to

the communities in which we are present.

Our ambition is to enable a better

world for all through our products

and services, our business practices

and our community involvement.

At TomTom we recognize the climate change challenges and

are committed to ensuring a sustainable business for our

customers and the planet. TomTom's impact on improving

road safety and reducing congestion and emissions started

many years ago, when we launched the world's first route-

planning software for mobile devices. We have since come a

long way thanks to the continued innovation of our products

and services. Based on our Environmental Policy, we are

continually taking steps to reduce our environmental impact

through our responsible internal business practices: our Go

Green office sustainability programs, practices around

materials and energy, waste recycling efforts, and driving a

responsible supply chain.

Guided by five central pillars in 2021, which we consider our

material topics, TomTom'ers support our drive for a

responsible business:

•Reducing environmental impact

•Fostering equality

•Giving back to society

•Improving road safety

•Upholding ethical business practices

Supported by the Management Board and the Supervisory

Board, TomTom took many initiatives for enhanced reporting

on these pillars in 2021. We made progress in improving our

reporting in 2021 and are still in the process of identifying

material topics and developing KPIs. We have initiated

reporting on Scope 1 and Scope 2 emissions in this Annual

Report 2021. With the reporting base set, TomTom will

perform a materiality assessment and publish a materiality

matrix in the Annual Report 2022 to reassess the material

topics and related material risks. All with the aim to move to

integrated reporting over time. We will continue improving

and expanding our reporting initiatives, included in this

section, in 2022.

WE ARE TOMTOM / PAGE 13

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

AMBITION

At TomTom, we are committed to sustainability. With our

products and services we help everyone – people, cities,

governments and businesses – make smarter decisions, to

help save millions of lives globally, eliminate congestion,

reduce emissions, and allow us to rebuild cities around people

and not just cars.

Since 2020, TomTom integrates the UN Global Compact and

its principles as integral parts of our CSR strategy, our

culture and our day-to-day operations. Our social

commitments are centered around the three Sustainable

Development Goals (SDGs) that best align with TomTom's

vision as set in 2020 (SDG 4 Quality education, SDG 5 Gender

equality, and SDG 11 Sustainable cities and communities).

TomTom remains committed to the following SDG targets:

COMMITMENT SDG's

Target 4.4

By 2030, substantially increase the number of

youth and adults who have relevant skills,

including technical and vocational skills, for

employment, decent jobs and entrepreneurship

Target 5.5

Ensure women’s full and effective participation

and equal opportunities for leadership at all levels

of decision-making in political, economic and

public life

Target 11.6

By 2030, reduce the adverse per capita

environmental impact of cities, including by

paying special attention to air quality and

municipal and other waste management

2021 was a year of continuing development. We strengthened

the ESG governance structure by appointing an ESG

coordinator and an ESG working group. It was determined

that the current SDG social scope needed to be expanded

with our environmental footprint. While reviewing the SDG

targets and the overall ESG reporting requirements, as

indicated above, it was concluded that a more structured

materiality assessment was needed in order to set concrete

and meaningful key performance indicators (KPIs).

In 2022, we plan to perform a materiality assessment,

involving both internal and external stakeholders, and create

a materiality matrix which will allow us to set clear and

measurable KPIs. In addition, we will continue enhancing our

emission reporting, and formalizing our reporting framework

for communicating our progress towards our set targets to

the Management Board and the Supervisory Board, and to

our stakeholders. Having KPIs, underpinned by a broad

materiality assessment and a materiality matrix, and

adequate data collection practices in place, will further drive

us towards a fully integrated ESG strategy.

EU TAXONOMY

The EU Taxonomy establishes an EU-wide classification

framework intended to provide businesses and investors with

a common language to identify, and to report on as of 1

January 2022, to what degree economic activities can be

considered environmentally sustainable through the creation

of activity specific sustainability criteria. Under the

requirements of the EU Taxonomy, companies currently in

scope of NFRD need to disclose for reporting period 2021 the

proportion of Taxonomy-eligible and Taxonomy non-eligible

economic activities in their total turnover, Capital

Expenditures (CAPEX) and Operating Expenses (OPEX)

including some qualitative information.

In 2021, TomTom has performed an assessment of the

applicable EU Taxonomy criteria. Based on this assessment

we concluded that our revenue generating activities do not

fall under any of the activities described in the Annexes for

Climate Change Mitigation and Climate Change Adaptation.

Hence the proportion of revenue that can be considered as

eligible is 0% of our total revenue of €507 million. As these

definitions are broadly formulated, our assessment is based

on our interpretations on how this applies to our business

activities and the impact thereof on eligibility. More

information on our product offerings and their impact on the

environment can be found in the Environmental section on

the next page. Disclosures on the nature of our revenue and

the accounting policy relating to revenue recognition are

provided in note 6 of the financial statements.

In relation to our efforts to make our offices and facilities

more sustainable, activities such as the implementation of

energy management systems can be considered as eligible

activities for the KPIs Operating Expenses (OPEX) and Capital

Expenditures (CAPEX). The proportion of our operating

expenses and capital expenditures attributed to these

activities are both considered to be less than 1% of

respectively our total operating expenses and capital

expenditures. Refer note 15 of the financial statements for

more information on capital expenditures as well as the

related accounting policies. Operating expenses per the EU

Taxonomy definition covers direct non-capitalized costs that

relate to research and development, building renovation

measures, short-term lease, maintenance and repair, and any

other direct expenditures relating to the day-to-day servicing

of assets of property, plant and equipment. This differs from

the definition of operating expenses in our financial

statements.

We will continue to assess our eligibility and the extent of EU

Taxonomy alignment in 2022. Future guidance could result in

more accurate definitions and other decision-making in

meeting reporting obligations that may come into force,

which could impact future EU Taxonomy reporting.

WE ARE TOMTOM / PAGE 14

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONTINUED

REDUCING ENVIRONMENTAL IMPACT

At TomTom we see climate change as an important

environmental risk and feel responsible to reduce our own

operational environmental impact. Through our offerings we

are enabling everyone – people, cities, governments and

businesses – to make smarter decisions and move towards a

world with less emissions. While doing so, we are committed

to operational sustainability. We adhere to our Environmental

Policy and are continually increasing our efforts to identify

and minimize our impact on the environment through

responsible business practices.

Technologies to reduce emissions

Interest in electric vehicles (EVs) is soaring, yet their adoption

is held back by doubts around practical feasibility. Drivers

experience range anxiety, as they are unsure of the vehicle's

range and the charging availability along their route. Our

products help turn this range anxiety into range accuracy,

offering piece of mind to drivers and accelerating the

transition towards a cleaner and more sustainable future.

An EV's range depends on much more than its current

battery level. Driving speed, traffic, road type and elevation

all impact how far a vehicle can go. TomTom EV Routing and

Range takes these factors and more into account to plan

efficient routes, provide precise range predictions and

calculate reliable estimated times of arrival – making every

drive enjoyable and effortless. That includes long-distance EV

routing that shows drivers where and when to charge on long

journeys, as well as how long the stop will take. We also help

drivers choose the best time and place for charging, based on

availability, charging speed and user preferences.

Environmental policy

Our Environmental Policy gives guidance to our employees,

suppliers, customers, and other relevant stakeholders on how

we uphold our environmental standards in everything we do,

and helps us keep track of our goals, specific targets and

continuous progress.

Our Environmental Policy and associated activities are part of

our integrated Quality Management System (QMS), which

helps us in our efforts to continuously improve our

responsible business practices and supports our vision. Our

QMS, which includes our Amsterdam and Eindhoven offices, is

compliant with the requirements of the International

Organization for Standardization (ISO) 14001:2015 and was

re-certified in 2021. The QMS aims to support the business by

meeting legal requirements, industry standards, and

customer/stakeholder requirements and expectations,

helping us minimize our environmental impact. Regular

audits are performed by both QMS external auditors, and

Group Internal Audit as a control mechanism.

WE ARE TOMTOM / PAGE 15

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONTINUED

Identifying our impact

Reducing the environmental impact of our operations starts

with identifying its sources and adequately reporting on

them. During 2021, we have adopted the Greenhouse Gas

(GHG) Protocol as the underlying framework driving our GHG

emissions reporting. The GHG Protocol was drawn up by the

World Resources Institute and the World Business Council for

Sustainable Development, and identifies three scopes in

which emissions can be categorized.

Scope 1 focuses on direct emissions caused by company

facilities and vehicles. For TomTom, Scope 1 emissions

originate from heating of our office facilities and company

car travel.

Scope 2 captures indirect emissions resulting from purchased

electricity, district heating and cooling.

Lastly, Scope 3 focuses on all other indirect emissions that

occur in a company’s value chain. Importantly for TomTom,

this scope includes emissions from purchased goods,

purchased services including cloud computing, waste disposal

and employee travel. Additionally, emissions from the end-of-

life treatment of products and the use of our services are

included here as well.

During 2021, we started reporting initiatives for Scope 1 and

Scope 2 emissions. We report on emissions within these

scopes from all entities over which we have operational

control. Consequently, our reporting includes emissions from

owned as well as leased assets.

Though our emissions are not limited to Scope 1 and 2,

reporting on these two scopes provides an adequate

stepping-stone for more expansive reporting in future years.

As regards Scope 3 emissions, it has proven difficult and too

preliminary to report on quantitative emission data for 2021.

In 2022, we will further assess how we can improve and

expand our emissions reporting.

As is the case with our emissions, our sustainability efforts

and goals also reach beyond Scope 1 and Scope 2. Important

initiatives to reduce emissions within all three scopes and

across our operations are discussed as well.

WE ARE TOMTOM / PAGE 16

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONTINUED

SCOPE 1 EMISSIONS

The reported Scope 1 emission figures are computed in

accordance with the methods set out in the GHG Protocol.

Even though the figures have been carefully computed,

limited data availability has led us to use diverging

methodologies per emission source.

Under the GHG Protocol, several calculation methods are

given. The most accurate reporting is achieved by using the

asset-specific method, which considers emissions from

individual assets. This method requires detailed consumption

data. Should these data not be available, the average-data

method allows us to calculate emissions from assets using

externally sourced emission factors. Figures for most sources

of emissions are computed using a combination of the asset-

specific and average-data method, as applicable per asset.

We aim to expand our data collection efforts in 2022,

allowing us to increase the accuracy of Scope 1 reporting.

Facilities

A portion of our Scope 1 emissions originate with fugitive

emissions from refrigerant leakages and the use of fossil

fuels for heating in our offices. These emissions are

estimated using actual consumption data for all of our

offices in the Netherlands, our Lebanon, NH (US) office, and a

few minor office locations.

For other offices and leased coworking spaces, 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, adapting the figures to account for differing

climates across our global footprint. Energy intensity figures

are multiplied by floor areas, to arrive at emission estimates.

Vehicles

Our vehicles also contribute to our Scope 1 emissions. We

operate a fleet of leased passenger cars and an array of

specialist mobile mapping (MoMa) vehicles.

We have collected consumption data for all vehicles, and

report on their emissions for 2021. In addition, we report on

comparative figures for 2020 emissions from our lease fleet.

MoMa vehicle consumption data over 2020 was not available.

SCOPE 2 EMISSIONS

Scope 2 includes our indirect emissions from purchased

electricity and district heating. These emissions center

around our office locations, both owned and leased.

Facilities

We have actual consumption data for our offices in the

Netherlands, Lebanon, NH (US), and some other locations.

Due to limited data availability, we used average-data

formulas to estimate energy consumption for other offices.

Consumption estimates were made using energy intensity

figures from EIA’s CBECS and floor area data. Though this is

in line with the GHG Protocol, we aim to strengthen our data

collection in 2022. This will allow for a more accurate

representation of our indirect emissions.

Having collected or estimated consumption figures, our

emissions from purchased electricity and district heating are

computed using grid average emission factors per location.

To accelerate the global energy transition and lower

TomTom’s corporate carbon footprint we extended renewable

electricity certificates for our office locations in Amsterdam,

Eindhoven, Ghent, and Lodz in 2021. We included our

Lebanon, NH (US), Berlin, and brand-new Hanover office in

this strategy, which will be continued in 2022.

Since we employ renewable energy certificates, the GHG

Protocol demands us to report on Scope 2 emissions using

two methods. Using the market-based method, we take the

certificates into consideration. Conversely, the location-based

method does not allow for the consideration of contractual

instruments, only taking into account consumption data and

grid-average emissions.

SCOPE 1 & 2 EMISSIONS PERFORMANCE

In discussing emissions performance, it should be noted that

a greater amount of actual consumption data was available

for 2020, where most 2021 figures for Facilities were

estimated using emission factors. With that said, Scope 1

emissions, excluding MoMa vehicles, exhibited a year-on-year

decrease. Conversely, Scope 2 emissions increased in 2021,

which was the result of less extensive office closures and a

reactivation of equipment, especially in the APAC region.

Emissions

(tonnes CO2-equivalent)

2021

2020

Method

Scope 1

Facilities

449

499

Combination

EMEA

340

390

NAM

94

94

APAC

15

15

Lease fleet

575

608

Asset-specific

EMEA

575

608

MoMA vehicles1

1,006

Asset-specific

Scope 1 total

2,030

1,107

Combination

Scope 2 - Market-based

Facilities

1,844

1,317

Combination

EMEA

644

554

NAM2

65

196

APAC

1,134

567

Scope 1 & 2

Scope 1 total

2,030

1,107

Combination

Scope 2 total

1,844

1,317

Combination

Group total

3,873

2,424

Combination

Per FTE3

0.89

Excl. MoMa vehicles

2,867

2,424

Scope 2 - Location-based

Facilities

3,370

2,488

Combination

EMEA

1,954

1,936

NAM

281

196

APAC

1,134

567

1Includes global data. No data available on MoMA vehicles in 2020.

2Reduction due to introduction of green energy certificates for our Lebanon,

NH (US) office.

3Metric only reported for 2021, since emissions data for 2020 is incomplete.

WE ARE TOMTOM / PAGE 17

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONTINUED

SCOPE 1 & 2 INITIATIVES

Scope 1 and Scope 2 emissions center on the environmental

impact of our buildings and vehicles. We have launched

several initiatives to limit our emissions.

Sustainable offices

To limit emissions stemming from our offices, we are actively

promoting energy efficiency and working towards green

building certifications for a wide range of our locations.

Energy efficiency

In 2021 we launched an energy management system to

collect and monitor energy and water consumption from 43

data points across 13 office locations. Due to the ongoing

COVID-19 pandemic and governmental measures, changes in

working conditions under our Working @ TomTom program

and technical challenges in tenant spaces, we lowered the

priority of our energy initiative. However, further

development and automation of this process in 2022 must

lead to a complete overview of Scope 2 energy consumption

by 2022 across all office locations.

We accomplished becoming more transparent towards

stakeholders about the environmental impact of internal

operations by displaying the actual performance of our office

utilities in three office locations in the Netherlands,

representing around 25% of our workforce. The primary

energy use of our offices in the Netherlands was impacted by

fluctuating office occupancy during the COVID-19 pandemic.

Primary energy use

(GJ/m2)

2021

2020

Netherlands

0.78

0.88

Green building certifications

TomTom conducts green building assessments in various

global office locations. Internationally recognized assessment

and certification schemes such as BREEAM (Building Research

Establishment Environmental Assessment Method) and LEED

(Leadership in Energy and Environmental Design) are being

used to adopt best practices and accomplish sustainable

development goals. Topics addressed in these assessments

are climate change, human health, water efficiency,

biodiversity, and material use.

Following the successful BREEAM-NL certification for our

headquarters office in Amsterdam (Amsterdam DRK) in 2020,

our newly built Belgrade office was LEED BD+C (Gold) certified

in February 2021. Our headquarters office in Amsterdam and

our Eindhoven office became BREEAM In Use (Very Good)

certified in December 2021. In addition, we strived to have

our other office in Amsterdam (Amsterdam ODE) and Ghent

offices BREEAM In Use (Very Good) certified in 2021. However,

due to challenges in the timely completion of the pre-

assessment, these certifications are postponed to the first

quarter of 2022. The re-certification of our Ghent office is

managed by the landlord to create impact on a larger scale

with the ambition to get the complete building certified

ranking BREEAM Very Good by 2023.

Our Amsterdam and Eindhoven offices operated carbon

emission neutral in 2021 as a result of purchasing certified

wind energy, the use of geothermal heating and cooling, and

refrigerant management.

In 2022 we will continue with these sustainable office

initiatives, replicating them in other strategic locations. We

aim to have our brand-new Pune office and our Belgrade

office LEED ID+C (Gold) certified. These certifications allow us

to enhance internal sustainability performance and lower our

Scope 1 and Scope 2 emissions accordingly.

Efficient vehicles

As mentioned above, we are focusing on improving the

efficiency of our buildings, an objective that also extends to

our vehicle fleet.

For this reason, in August 2021, TomTom released its new

Company Car Policy in Belgium which will be further extended

to all European countries in 2022. This policy paves the way

for the electrification of our fleet. The intent is to provide full

electric or plugin hybrid lease cars by default.

SCOPE 3 INITIATIVES

Our emissions reporting is limited to Scope 1 and Scope 2

emissions, though our efforts also touch on Scope 3

emissions. We are driving a responsible supply chain, carefully

managing our resources and promoting efficient operations.

Driving a responsible supply chain

We maintain a high level of social responsibility towards our

customers and suppliers. In 2021, we stepped down as a

member of the Responsible Business Alliance (RBA). We

established our own TomTom Supplier Code of Conduct

(SCoC) that sets out our expectations towards our business

partners. As a result, any existing or new suppliers who have

been provided with this SCoC must sign it and confirm their

full compliance. Suppliers are also asked to acknowledge our

Environmental Policy, to support our plans and efforts to

reduce the environmental footprint of our business activities,

and to improve social, environmental and ethical practices.

Cloud hosting and data centers

High-quality, comprehensive location data is key to building

the next generation of location-based applications. Dealing

with big data to develop our products and services requires

advanced, scalable, state-of-the-art technology, including

secure, scalable data storage and hosting.

Our activities result in emissions from using either on-

premise data centers or our use of cloud storage providers. In

recent years, we have moved the majority of our activities to

outsourced cloud-hosted storage such as Amazon Web

Services and Microsoft Azure, which helps us manage these

services and their impact more efficiently. In 2022, we will

focus on working together with our suppliers on emissions

reporting.

Manufacturing

Outsourcing is an important element of our Consumer

business model. The assembly of our Consumer navigation

devices, accessories and (reverse) logistics is entirely

outsourced. It is of great importance that our suppliers

recognize and observe fundamental human rights, safety and

the environment in their operations. As part of our Corporate

Environmental Product Compliance program, we proactively

monitor the legislative and regulatory developments that

apply to our products, accessories and packaging in order to

establish our corporate and supplier requirements.

Environmental legislation on chemical substances is

continually evolving; therefore we consistently monitor,

evaluate and communicate these changes with our business

partners to ensure we are current and compliant.

WE ARE TOMTOM / PAGE 18

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONTINUED

Management of resources, efficiency and consumption

We have undertaken several initiatives to monitor and

manage our consumption of resources in our offices.

Water

We have implemented tooling to monitor water usage in the

Netherlands, covering around 25% of our workforce. The

impact of low office occupancy during COVID-19 restrictions

in the Netherlands, is visible in the office water usage per

FTE. Prior to the COVID-19 pandemic, the national average

water consumption in the Netherlands in office buildings was

7.1 m3/FTE.

Water use

(m3/FTE)

2021

2020

Netherlands

2.92

2.71

In 2021 we started water usage reporting initiatives for our

offices in Lodz, Ghent, Pune and Taipei, which will create a

baseline for further opportunities for improvement in 2022.

Resources

Whenever available we strive to use Forest Stewardship

Council (FSC) certified products in cooperation with licensed

suppliers. In previous years, we already selected FSC certified

catering and sanitation products (e.g. coffee cups, toilet

paper) by default. Now all frequently used furniture suppliers

and construction contractors signed our letter of compliance

and we continue to include responsible sourcing of timber

products in new tenders. One highly valued furniture supplier

took the effort to become licensed and together we are

committed to continue our efforts against unsustainable

deforestation. In 2021 we worked together with our

stationary supplier to assess our standard range of products

and selected 32 preferred sustainable alternatives based on

their recycled and eco-friendly contents.

Waste management and recycling

TomTom is committed to a proactive global take-back

strategy since we started our global waste recycling program

in 2019. Our strategy spans waste generated at both our

facilities and within our supply chain.

Facilities

We have implemented recycling in all TomTom offices

worldwide, focused on increasing recycled waste and reducing

general waste. The program entails separating waste at the

source, making sure each waste type is processed properly by

our suppliers, ensuring that waste recycling takes place

within the country, and specified raw materials are to be

created out of our office waste.

Our new way of working affects the quantities of material

demand and office waste. This can be seen in the footprints

of our offices and, for example, in waste statistics for the

Netherlands. The changes to our way of working, caused by

the COVID-19 pandemic, led us to execute major clean-ups of

our storage rooms and archives in 2021. We disposed 96 two-

sit desks to be reused by resellers and charities. This

contributed significantly to waste volume and led to a

decrease in the percentage of waste recycled, while

increasing the percentage of waste that was reused.

Office waste

(% of waste in the Netherlands)

2021

2020

Reused

39%

0%

Recycled

29%

55%

Composted

11%

8%

Energy recovery

21%

37%

Landfill

0%

0%

Total (in kg)

33,239

31,218

We continue to move away from environmentally less

preferable disposal methods like energy recovery and landfills.

With more TomTom'ers returning to our offices, we aim to

improve the ratio of composted, recycled and reused waste

by creating awareness and sharing educative communication

materials about separation at the source in 2022.

Supply chain

Because of our ongoing shift towards providing more data,

content and services and declining PND sales, we expect to

produce less waste in our supply chain over the coming years,

resulting in a smaller environmental footprint. This is also

reflected in the amount of associated waste recycled, which

is decreasing.

Recycled waste

(Tons, unless stated otherwise)

2021

20201

Electrical and electronic

equipment (WEEE)

197

225

Battery waste

13

14

Packaging waste2

211

232

1Data deviates from reported numbers in Corporate Responsibility Report

2020.

2Excludes data from the USA, Australia and New Zealand.

We remain committed to recycling and a responsible end-of-

life treatment of our sold products.

Traveling

Sustainability is a top priority for TomTom's Travel Program

in 2022. When booking travel, travelers will be encouraged to

replace short-haul flights for trains, and the preferred hotels

will be carefully selected based on their sustainability

program.

WE ARE TOMTOM / PAGE 19

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONTINUED

FOSTERING EQUALITY

At TomTom we see inequality and road safety as our biggest

social risks. We feel responsible to give back to society. In this

chapter you will read how TomTom has addressed these risks.

As mentioned at the beginning of this section, TomTom is in

the process of identifying material topics and to develop KPIs.

Currently we have not developed any social KPIs.

TomTom has 4,400+ unique, passionate problem solvers

spread across the globe. We strive to create a diverse, open,

and inclusive company culture that thrives on people’s

differences, where everyone feels connected and valued.

Diversity and inclusion have always been core to our culture.

Having a diverse workforce brings us closer to our customers.

TomTom has a diverse range of customers, across industries,

backgrounds, genders, races, and sexualities. We care about

diversity, inclusion and belonging at TomTom, which in turn

drives innovation and creativity. Solutions that undergo

harsher scrutiny and discourse when reviewed from multiple

perspectives are better than those produced by homogenous

teams. In order to maintain our competitive edge, we must

attract and retain diverse talent and provide a work

environment where they feel heard and valued. Our dedicated

Corporate Social Responsibility team makes sure we translate

our good intentions into strategic action and create

accountability within the organization, in accordance with

our Diversity & Inclusion Policy.

Our objectives drive our progress. As part of our wider

ambition to take important steps forward for representation,

we have set ourselves the objective to reach 34% female

representation by 2024. In 2021 we set internal targets to

measure the steps we are taking to increase diversity at

TomTom:

•Foster a culture of inclusion so that we retain diverse talent

•Increase the number of women in the hiring pipeline for

engineering positions

•Increase the number of women in in the pipeline for senior

leadership positions

Through our efforts, we hope to foster a new, gender-

balanced generation equipped with in-demand skills.

Fostering a culture of inclusion

A big part of prioritizing TomTom’ers’ well-being also lies in

creating an environment where they feel like they can be

themselves. We embrace diversity and inclusion and

encourage all TomTom’ers to become allies and support this.

In 2021 we made conscious efforts to partner with various

communities and job boards to source diverse candidates. We

partnered with myGwork, a global recruitment and

networking hub for LGBTQIA+ professionals, graduates, and

organizations to promote diversity and inclusion in the

workplace and beyond. By partnering with myGwork, TomTom

is sending a clear message that we support the LGBTQIA+

community and TomTom is a place where everyone can be

themselves, and be proud.

TomTom also partners with organizations that aid in the

integration and skill development of newcomers to the talent

market. In 2021 we partnered with Refugee Talent Hub in the

Netherlands, an organization that connects employers and

newcomers with the ultimate goal of paid employment.

We have celebrated and organized several initiatives and

events that connect with all TomTom’ers – the biggest ones

being International Women’s Day (IWD) and Pride. Both

offered the perfect opportunity to celebrate differences and

educate on how we can make the workplace safer and more

inclusive for women and the LGBTQIA+ community.

For IWD, we organized a global Week of Learning that

consisted of sessions hosted by the women of TomTom

sharing knowledge and expertise, and external experts on

preparing women for leadership and allyship in the workplace.

In light of Pride, we launched our campaign “Be You, Be

Proud” to raise awareness for LGBTQIA+ experiences, to

educate TomTom’ers further on inclusivity, and to simply

enjoy each other’s company. Some of the resources/

workshops we organized include:

•A Pride glossary to help allies communicate with members

of the LGBTQIA+ community so they feel seen and heard

•A TomTalks on LGBTQIA+ and Inclusion with Ruth Hunt,

former CEO of Europe’s largest LGBTQIA+ charity Stonewall.

In 2022 we will continue hosting events and embracing

initiatives that support communities.

WE ARE TOMTOM / PAGE 20

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONTINUED

Women in engineering and leadership positions

We believe diversity makes TomTom stronger as a company.

Our people have a wide variety of backgrounds. There are

people with disabilities, people from the LGBTQIA+

community, people of color, and more. We take effort to

include everyone and strive for diversity, on our journey to

delight our customers together and become a better,

stronger company.

As a direct result of setting the targets and objective to

reach 34% female representation by 2024, TomTom hired

more women in 2021. Women accounted for 24% of new hires

in 2021 compared to 19% in 2020.

Looking specifically at engineering and leadership, female

engineering hires increased from 9% to 16% in 2021 and

women accounted for 25% of hires in director and above

positions. As our workforce is increasingly composed of highly

technical roles, we acknowledge the complexities involved in

reaching gender equality targets. Despite impressive

increases in female hiring, our female representation has

stayed steady at 28% for the fourth year in a row.

Currently, we have no women in the Management Board.

TomTom believes in the strength of diversity and will, when a

vacancy in the Management Board arises, consider all

diversity aspects, including gender diversity. The diversity

policy of the Management Board is further included in the

Management Board section.

Considering the expiration of the second term of Jacqueline

Tammenoms Bakker at the AGM 2022 and to secure a proper

succession planning, the Supervisory Board decided on the

temporary need for a sixth Supervisory Board member. With

the appointment of Karien van Gennip in October 2021, the

composition of the Supervisory Board was 50% female and

50% male (2020: 40% female and 60% male) at 31 December

2021. However, she was required to step down from the

Supervisory Board due to her appointment as Minister of

Social Affairs and Employment in the Dutch government on

10 January 2022, which could not be combined with her

duties at TomTom. The diversity policy of the Supervisory

Board is further included in the Supervisory Board section.

Diversity and inclusion continue to be important to us, and

while we are proud of what we have achieved in 2021, we look

forward to increasing representation throughout the

organization, we will continue the best practices we have

adopted in hiring and turn inward, focusing on growth,

development, and retention of all TomTom’ers, finding new

ways of encouraging growth within our community and

empowering TomTom’ers to be themselves.

GIVING BACK TO SOCIETY

We know that our impact on creating a better world goes

beyond our technologies and we take this responsibility

seriously.

In 2021 many countries were still fiercely battling COVID-19,

including India. Maharashtra, the region where TomTom’s

largest office site is located, was especially impacted as

growing cases pushed its healthcare system to the brink.

TomTom’ers globally united to raise EUR 45,000 to donate

towards the relief efforts in the region. Funds raised were

used to provide oxygen, hospital beds, ventilators and access

to intensive care units and more to the area immediately

surrounding our Pune office.

In both Harsum and Eindhoven in the Netherlands, we

donated office furniture to be reused by a local charity, a

primary school, a day care center and nursing homes.

Codam Coding College mentoring program

We continued working closely with Codam, a tuition-free

coding college that develops tech-based skills, founded by

Corinne Vigreux. This year, experienced TomTom’ers took

Codam students under their wing during a three-month

mentorship program, helping prepare students for their

careers by bridging the gap between their personal goals and

skills and job market.

TomTom n.EXT Global Student Hackathon

Guided by TomTom mentors, 75 students from top tech

universities across the world came together to participate in

our first global student hackathon. During the virtual event,

students tackled real-life challenges from TomTom as they

competed for world-class prizes and the opportunity to

present their award-winning idea at What the Hack,

TomTom's annual internal hackathon.

WE ARE TOMTOM / PAGE 21

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONTINUED

IMPROVING ROAD SAFETY

We are committed to investing in technologies that make

roads safer for all. Road crashes take a huge toll on

individuals, families and nations, claiming the lives of more

than 3,000 people each day. We are creating technologies

that make driving safer, such as:

•Embedded navigation, consisting of SD/HD maps and

navigation software that enhances driver concentration on

the road ahead

•ADAS map features for more advanced automated vehicle

safety features (speed limits, tail gate warnings, automatic

braking and gear shifting)

•Navigation and routing provide accurate route guidance

and estimated times of arrival, enabling drivers to get

where they are going on time with less stress

•Traffic information services provide early warnings about

traffic incidents such as upcoming jams, helping drivers

slow down gradually rather than needing to brake sharply.

A safer world

Speed limits is key to road safety, as speeding has been one

of the leading factors in road deaths since the invention of

the car. To make driving safer, EU legislation made Intelligent

Speed Assistance (ISA) mandatory for all new vehicle types

starting in 2022, and mandatory for all new cars per 2024.

ISA is a vehicle safety feature that informs drivers when they

have exceeded the speed limit. The technology is estimated

to reduce accidents by 30% and deaths by 20%. Traffic sign

recognition and intelligent speed control fuse camera input

and compare this with TomTom ADAS Map data. Using GPS

positioning, the relevant speed limit is extracted from the

map. The map data is then made available via proprietary

TomTom software, called Virtual Horizon.

For more information, have a look at this blog post and visit

our website.

Safer roads

The United Nations General Assembly has set an ambitious

target of halving the global number of deaths and injuries

from road traffic crashes by 2030. To meet this goal, UN

Member States have agreed on 12 global targets for road

safety, which include ensuring all new roads are built to a

three-star or better standard (or achieve technical standards

for all road users that take into account road safety). By

determining the star rating of roads in their network, road

authorities know where to take tangible steps to improve

both the quality and safety of roads. Through its Mobile-

Mapping vehicles, TomTom provides high-quality, globally

consistent map data and services to support Interactive Risk

Attributable Program modeling – making it easier for road

authorities or customers to evaluate and improve the safety

of their network.

More information is provided in this blog post.

TomTom Traffic Index

Created to help cities around the world combat severe

mobility challenges, the TomTom Traffic Index provides free

access to live and historical traffic data. The TomTom Traffic

Index has been providing drivers, city planners, auto

manufacturers and policy makers with statistics, information

and detailed insights on traffic congestion levels in hundreds

of cities across 57 countries on six continents for over 10

years. The report ranks cities from the most to the least

congested.

In 2021 the tenth edition of the Index gave even more

insights into congestion, how the global pandemic impacted

the world's movement, and how to tackle traffic-related

urban mobility challenges.

Traffic data and COVID-19

The pandemic dramatically changed the way we live, work

and move. Lockdowns, remote working and other restrictions

have transformed patterns of movement and reduced traffic

congestion in most cities.

TomTom’s traffic data provides a barometer of people's

movement, trade, and economic activity. Our traffic insights

continue being used by analysts, corporations and the media

to explain a world in flux due to the pandemic.

WE ARE TOMTOM / PAGE 22

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONTINUED

ETHICAL BUSINESS PRACTICES

TomTom is committed to conducting business in a

transparent, ethical and accountable manner. Our ethical

business practices reflect our commitment to transparency

and accountability, allowing us to build a relationship of trust

with our stakeholders. As a data-driven company, these

practices include an unwavering commitment to personal

data privacy and a high degree of transparency across our

actions.

Code of Conduct

Our Code of Conduct describes our business principles, guiding

our employees both inside the company and in their

interactions with external stakeholders.

Our Code of Conduct training and awareness program and

control mechanisms play a pivotal role in preventing bribery

and corruption and other misconduct at TomTom. The

program is designed to permanently instill an awareness of

everyone’s responsibility to uphold TomTom’s business

principles and to speak up in case of any misconduct. The

program includes online gamified training, virtual localized

and interactive refresher sessions, tailored communication

and custom-made campaigns on specific topics like human

rights, safe working environments, anti-bribery and

corruption, security and confidential information and our

Open Ears Procedure. Our business principles and corporate

policies and procedures are an integral and mandatory part

of our global induction program for all employees. No Anti-

Bribery KPIs were set for 2021.

Our labor principles outline our commitment to human rights

and include, among others, freely chosen employment,

respect for age requirements, non-discrimination and

freedom of association. The principles are reflected in the

way we treat our employees and are included in our policies,

employment agreements and recruitment procedures.

We also published a Slavery and Human Trafficking

Statement under the UK Modern Slavery Act that

summarizes our actions to address the risk of modern slavery

within our own operations and those of our suppliers. No

Human Rights KPIs were set for 2021.

In our effort to improve our practices continuously, also as

part of our Quality Management System, we will further

develop and articulate our policies, risk management

processes and KPIs in relation to matters such as our

environmental impact, human rights and anti-corruption and

bribery.

Our employees and external stakeholders are provided the

opportunity to (anonymously) speak up about any (potential)

misconduct without the fear of retaliation. We received 9

reports through our Open Ears Procedure in 2021. The reports

related to claims of breaches of internal procedures,

fraudulent activities, harassment, discrimination and

bullying. All reports were duly investigated and all cases

which we could substantiate were followed up on in

accordance with the company's policy.

Data privacy

We are a data-driven company that separates itself from the

competition through strict data privacy governance and

practices. We remove identifiable elements from our data,

using de-identified data purely to improve our products. We

are not interested in where people have been, are, or plan to

go – we care about helping them move safely, freely and

efficiently while using aggregated location data to protect

their personal data. To enforce our beliefs, we provide a no-ad

guarantee with our products. The data we collect is solely

used to improve our technology, and not to feed alternative

business models. See the Privacy and Data Governance

section for more information.

WE ARE TOMTOM / PAGE 23

ENVIRONMENTAL, SOCIAL AND GOVERNANCE CONTINUED

Data privacy and security are

built into our products, services

and business model

Security has always been a priority at TomTom. We

focus on giving everyone the right to personal privacy

when using our technology. To this end, we follow a

privacy and security-by-design approach to ensure the

full life cycle of our products and services is designed to

enable user privacy, with security and control over their

personal data. With 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 Information Security Management System (ISMS)

ensures that we meet the security demands of our customers

in a standardized and holistic manner. Our security

capabilities protect the privacy of our customers and our

products.

Data drives our business, but data privacy comes first. That

means we use big data to drive continued innovation and

product improvements, processing billions of anonymous ('de-

identified') global data points every day. People using

products and services based on our technology contribute to

a continuous feedback loop that we use to improve our

technology for users. We do not use any data for advertising

purposes.

We apply the EU General Data Protection Regulation (GDPR)

on a global scale. GDPR is considered to be the most

extensive privacy regulation in the world. It supports us in

offering a high level of protection to our users worldwide by

allowing us to use their data only when strict regulations are

met.

TOMTOM PRIVACY PRINCIPLES

Protecting personal identity

We embed aggregated location data in our products,

protecting individual details.

User control

We enable people to remain in control of their data.

At any time, people can opt-out or opt-in when using

our technologies.

We never sell personal data

We only use personal data to improve our

technology.

No ads

We design our products to guide people, with no

intrusive or distracting ads.

TOMTOM SECURITY PRINCIPLES

Security mindset

We put security at the heart of everything we do.

Security is part of everybody’s daily work, ensuring

safe and secure products for our customers and a

safe and secure working environment within

TomTom.

Security by design

We embrace doing the right things and doing things

right from the start – whatever TomTom builds,

buys, or does. We do risk-based protection of

information together with our customers.

Transparency

We promise to be the responsible and trusted

custodians of our customers' data. We will be

transparent if our customers' data or products are

ever at risk, and proactively inform and involve

customers as early as possible to minimize any

potential adverse impacts.

FOR MORE INFORMATION

How we use our customers' data:

tomtom.com/company/privacy/

WE ARE TOMTOM / PAGE 24

PRIVACY AND DATA GOVERNANCE

Strong cash generation, despite

semiconductor supply chain issues

(€ in millions, unless stated otherwise)

2021

2020

YoY change

Location Technology

394.0

392.2

0%

Consumer

112.9

136.0

-17%

Revenue

506.9

528.2

-4%

Gross profit

407.1

423.4

-4%

Gross margin (%)

80%

80%

EBITDA1

-19.5

-2.1

EBITDA margin (%)1

-4%

0%

Operating result (EBIT)1

-93.2

-287.7

Operating margin (%)1

-18%

-54%

Net result

-94.7

-257.6

Free cash flow (FCF)1

23.5

-26.5

Free cash flow as a % of revenue

5%

(5%)

1This is a non-GAAP measure and is further explained on page 119.

Revenue

In 2021 our Location Technology segment, consisting of our Automotive and Enterprise

businesses, showed mixed results. Enterprise continues to perform solidly. But the

recovery of Automotive has lagged expectations because industrywide semiconductor

supply chain issues are hampering car production volumes. Our Consumer segment

performed in line with our expectations.

Group revenue was €507 million, 4% lower compared with €528 million in 2021. Location

Technology revenue remained relatively flat compared with last year. An increase of 4% in

Enterprise revenue was offset by 2% decline in Automotive revenue. Consumer revenue for

the year was €113 million, 17% lower compared with last year.

From a regional perspective, 58% of 2021 revenue was generated in Europe (2020: 63%),

27% in North America (2020: 26%) and 15% in the rest of the world (2020: 11%).

Gross profit

The gross margin for the year was 80%, equal to last year. The gross profit for the year

was €407 million, 4% lower than in 2020.

Operating expenses

Total operating expenses (OPEX) for 2021 were €500 million compared with €711 million in

2020. The year-on-year OPEX decrease is mainly from lower amortization as the map asset

from the Tele Atlas acquisition back in 2008 was fully amortized during 2020. OPEX

excluding Depreciation & Amortization was relatively flat year on year.

In research and development (R&D) we maintained our investment level and continue

executing on our strategy for further automating our mapmaking process and developing

online products. Total R&D cash spend during the year, including capital expenditures and

capitalized contract costs, showed a modest increase (2021: €327 million; 2020: €318

million). R&D operating expenses decreased by €201 million resulting from lower

amortization (2021: €47 million; 2020: €257 million).

Sales and Marketing expenses decreased by €12 million due to a combination of lower

amortization and the alignment of the Consumer organization with the revenue trend.

General & Administrative expenses showed a modest increase of €3 million year on year.

2021 EBITDA decreased year on year to -€20 million (2020: -€2 million) due to a decrease in

Location Technology EBITDA following higher R&D expenses.

Net result

The total net result for the year was a loss of €95 million (2020: loss of €258 million).

Balance sheet

Total assets decreased by €87 million, from €978 million at the start of the year to €891

million at the end of December 2021. The decrease reflects further amortization of our

map database and a decrease in both working capital and cash (including fixed term

deposits). The year on year decrease in working capital items such as trade receivables and

inventories reflect to some extent the lower revenues in Consumer and Automotive.

Deferred revenue increased from €404 million at the end of last year to €441 million

mainly driven by payments received from Automotive customers which are required to be

deferred.

Cash flow

Total cash flows from operating activities in 2021 was an inflow of €37 million, an increase

of €57 million compared with an outflow of €20 million in 2020. The year-on-year trend is

due to timing of invoicing and collection.

WE ARE TOMTOM / PAGE 25

FINANCIAL REVIEW

Total cash flow from investing activities in 2021 was an outflow of €20 million compared

with an inflow of €74 million in 2020. Excluding the movements of cash placed in fixed

term deposits, the cash flow used in investing activities increased by €7 million year on

year to €13 million (2020: €6 million). The increase is due to higher investments in

property, plant and equipment this year.

Free cash flow1 is an inflow of €24 million compared with an outflow of €26 million in

2020.

Cash and liquidity

The cash flow from financing activities for the year was an outflow of €44 million (2020:

outflow of €30 million). This includes the completion of the share buyback of €33 million

(2020: €17 million).

In 2021, 893 thousand options (2020: 645 thousand options) were exercised resulting in a

€5 million cash inflow for the year (2020: €2 million).

At year-end 2021, TomTom had no outstanding bank borrowings and reported a net cash1

position of €356 million (2020: €372 million) .

Outlook

Last year, we were confronted with lower car production volumes resulting from supply

chain shortages affecting our Automotive revenue. For this year, 2022, we have assumed

that these supply chain shortages will persist throughout the year. Nevertheless, we

expect an increase in our Automotive operational revenue1. The effect on our reported

revenue will be partly moderated, as our Automotive products increasingly shift towards a

software-as-a-service model and thus the recognition of corresponding reported revenue is

phased over a longer period of time.

In the Enterprise business, we renewed various customer contracts. Some of these

renewals reflect lower usage, translating into a reduced contract value. This will affect our

Enterprise revenue as of the fourth quarter of 2022 and beyond.

In 2022, we expect our Location Technology revenue, combination of Automotive and

Enterprise, to be relatively flat and our Consumer revenue to decrease. This will result in

an expected decline in Group revenue.

Our free cash flow1 will be negative in 2022 as we will increase investments in the further

automation of our mapmaking platform and our application layer. This will allow us to

improve our competitive position and capture market opportunities.

The total number of employees in 2022 is expected to be comparable with 2021.

For 2023, we expect continued increases in Automotive operational revenue1. Combined

with cost-efficiency gains, we expect this to result in a strong positive free cash flow in

2023 and onwards.

1.Free cash flow (FCF), net cash and operational revenue are non-GAAP measures and are further explained on page

119

WE ARE TOMTOM / PAGE 26

FINANCIAL REVIEW CONTINUED

Strong order intake results

in increasing Automotive backlog

Location technology

•Automotive backlog increased to €1.9 billion (2020: €1.8 billion). The strong order intake

in the year more than offset revenue recognized during the year and the negative

impact of our customers' lower car production forecasts following supply chain issues.

•Location Technology generated revenue of €394 million in 2021, remaining relatively flat

year on year.

•Automotive revenue was €223 million in 2021, 2% lower compared with last year.

•Automotive operational revenue in 2021 was €266 million compared with €274 million in

2020, a decrease of 3%, explained by lower car production due to the worldwide

semiconductor chip shortage.

•The deferred revenue position of Automotive increased to €378 million at the end of

2021 from €336 million at the end of 2020.

•Enterprise revenue for the year was €171 million, 4% higher compared with 2020 due to

extension and expansions of some partnerships.

•EBITDA declined year on year reflecting a marginal revenue increase, offset by continued

investments in our product roadmap.

•EBIT improved as a result of lower amortization as in 2020 the map asset from the Tele

Atlas acquisition was fully amortized.

(€ in millions, unless stated otherwise)

2021

2020

YoY change1

Automotive

223.1

227.2

-2%

Enterprise

170.9

165.0

4%

Total revenue

394.0

392.2

0%

EBITDA2,3

-32.6

-15.0

EBITDA margin (%)

-8%

-4%

Operating result (EBIT)3

-105.2

-299.4

EBIT margin (%)

-27%

-76%

1Change percentages and totals calculated before rounding.

2D&A relates mainly to the map database (including acquisition-related amortization).

3The EBIT and EBITDA measure and the reconciliation to the income statement is further explained in note 5 of

the consolidated financial statements.

Consumer

•Consumer generated revenue of €113 million in 2021, a 17% decrease year on year. A

decline in revenue was expected given the declining PND market.

•EBITDA was relatively flat as the revenue decline was compensated by our continuous

efforts to run our Consumer business in the most efficient way.

(€ in millions, unless stated otherwise)

2021

2020

YoY change1

Consumer products

105.0

122.0

-14%

Automotive hardware

7.9

14.0

-43%

Total revenue

112.9

136.0

-17%

EBITDA2

18.7

19.1

EBITDA margin (%)

17%

14%

Operating result (EBIT)2

17.7

17.9

EBIT margin (%)

16%

13%

1Change percentages and totals calculated before rounding.

2The EBIT and EBITDA measure and the reconciliation to the income statement is further explained in note 5 of

the consolidated financial statements.

WE ARE TOMTOM / PAGE 27

FINANCIAL REVIEW CONTINUED

2021 operational highlights

Automotive deals

Volkswagen Group chose TomTom to co-develop a next-

generation navigation product with CARIAD that will

integrate TomTom Traffic and hybrid navigation software for

all markets excluding China.

Nissan launched its latest generation Qashqai featuring

TomTom's over-the-air map update solutions, ADAS features,

and real-time traffic to power its fully reimagined

infotainment system.

We signed a new deal with Genesis, one of Hyundai-Kia Motor

Group's premium brands, to provide maps including ADAS

features and real-time traffic.

Jeep launched its new Grand Cherokee and Compass models

including our full stack of navigation technology including a

full range of connected services.

Stellantis launched the latest iteration of Europe's most

popular van the Fiat Ducato equipped with TomTom

navigation, ADAS features and connected services.

Our TomTom ADAS map is powering the Mitsubishi Intelligent

Pilot Assist in the new Outlander. Assist allows for safer

driving and incorporates digital map data to anticipate the

road ahead.

Toyota launched its first commercially available Level 2

system called Teammate, incorporating TomTom HD Maps.

The Teammate system fuses LiDAR and camera sensor

information with our HD Map to localize the vehicle.

Enterprise deals

We extended our long-standing partnership with Enterprise

software company Precisely, a leading player in data

management and integrity.

We signed a new multiyear agreement with Loop, the

community-driven auto insurance provider. Loop will use

TomTom's maps and traffic to better understand driver

behavior and road risk.

GreenMile, a logistics software company specializing in last

mile transportation, signed a new multiyear agreement to

integrate TomTom Maps APIs into its solutions, enhancing its

customers’ vehicle monitoring and real-time route planning.

New products

With TomTom IndiGO, we launched the world's first open

digital cockpit software platform for carmakers, unifying all

passenger and driver displays through a common user

interface. It features an expanding ecosystem of industry

leading partners.

Navigation for Automotive: the latest iteration of our

navigation suite is cloud-native features super-fast and up-

to-date routing, search and maps, as well as an offline mode.

We unveiled a suite of EV-services including a new super-

accurate range prediction for in-dash navigation. Besides this,

our database now covers over 540,000 EV charging points.

TomTom Virtual Horizon was launched, a new all-in-one

solution that helps automakers meet intelligent Speed

Assistance (ISA) requirements; a system that is mandated for

all new passenger and commercial vehicles sold in the EU by

2024.

We launched the TomTom GO Expert, a satnav for

professional truck, van and bus drivers. It is 4x faster than

previous satnavs and features smart routing for large

vehicles and accurate traffic information.

Collaborations

We joined the Autoware Foundation and will create an open-

source interface to TomTom AutoStream to bring us all one

step closer to full and reliable autonomous driving. The

Autoware Foundation supports projects that accelerate the

development of autonomous driving technology.

Other news

Over five million SAE level one and level two automated

vehicles sold by carmakers in North America and Europe rely

on TomTom’s ADAS map. This figure increased tenfold in the

space of three years, outpacing industry volumes in these

regions.

For the third year in a row the API World Awards - the world's

largest API and microservices conference - recognized two of

our Maps API products as best-in-class; our Maps Display API

and our Routing API.

We received our ISO/IEC 27001:2013 certificate, which

specifies requirements for the information security

management system within the organization. The scope of

the certificate includes key operations and services which are

supporting the creation and delivery of our Maps API and

currently covers our largest sites in Amsterdam, Berlin, and

Lodz.

For more information: tomtom.com/company/press-releases/

WE ARE TOMTOM / PAGE 28

OPERATIONAL REVIEW

GOVERNANCE

We aim to create the most

relevant and beneficial impact

for all stakeholders in everything

that we do through a successful

sustainable value creation model

Corporate governance / 30

Management Board / 33

Supervisory Board / 36

Supervisory Board report / 40

Remuneration report / 45

Risk management and control / 58

Investor relations / 63

Management Board statements / 64

TOMTOM NV / ANNUAL REPORT 2021 / PAGE 29

Committed to conducting a transparent,

ethical and accountable business

At TomTom we foster sound corporate governance. Our

governance framework is driven by five themes.

Culture

Our people and culture are fundamental for our success.

Innovation is not only in our technology; it is also part of who

we are both as individuals and as a global collective of over

4400 people. Together we think big, share, learn fast and

support each other’s growth and development. We have an

agile work culture with an entrepreneurial spirit, where talent

make an impact. More information is provided in the People &

Culture section.

Operating a responsible business

We create location technologies to help solve the mobility

challenges our customers face; together we are accelerating

the future of mobility. We embrace our responsibility to not

only minimize our negative impact, but also maximize the

positive one. We do so by giving back to the communities in

which we are present. We uphold ethical business practices,

including strict data privacy practices. We are committed to a

high degree of transparency. We engage with stakeholders to

understand their standpoints and interests.

Compliance with laws and regulations

Our governance structure is predominantly based on our

Articles of Association, Dutch Civil Code (DCC) requirements,

the most recent Dutch Corporate Governance Code (the Code)

and complemented by our Code of Conduct, internal policies

and procedures. Our Compliance Management Framework

supports us in continuously assessing, monitoring and further

maturing the programs we have in place to ensure we comply

with the Code, applicable laws and regulations, and relevant

developments.

Long-term value creation

We aim to create the most relevant and beneficial impact for

all stakeholders in everything we do, powered by a successful,

sustainable value creation model. Together with our people,

customers and partners we are leading progress. We strive to

make the most innovative technologies that help advance

our vision and business. Allocating capital to the businesses

we think offers the best prospects for growth and returns.

More information is provided in the Value Creation section.

Strong risk management and internal control framework

Risk management forms an integral part of how we govern

and manage our business. The TomTom risk management

process is designed to identify and evaluate opportunities

and risks as early as possible. We take appropriate measures

in order to seize opportunities and limit business losses with

an aim to avoid risks that pose a threat to our future, thus

strengthening our ability to create value. Our Internal Control

framework is designed to maintain integrated management

control over the company’s operations with a primary aim of

ensuring the integrity of our financial reporting and

compliance with laws and regulations. More information is

provided in the Risk management and control section.

COMPANY STRUCTURE

TomTom NV is a public limited liability company incorporated

under Dutch law and listed on Euronext Amsterdam in the

Netherlands.

TomTom has a two-tier board structure, consisting of a

Management Board and a Supervisory Board, accountable to

the General Meeting for the performance of their duties.

CAPITAL STRUCTURE

The company’s authorized and issued share capital structure

on 31 December 2021 is reflected in the table.

Share capital

Type

Nominal value (€)

Number

Authorized

Ordinary

0.20

300,000,000

Preferred

0.20

150,000,000

Issued

Ordinary

0.20

132,366,672

Substantial shareholdings and short positions

Shareholders owning 3% or more of the issued capital and/or

voting rights of a listed company (a substantial shareholding

or short position) must report this to the Netherlands

Authority for the Financial Markets (AFM) as soon as this

threshold is reached or exceeded.

GOVERNANCE / PAGE 30

CORPORATE GOVERNANCE

The following shareholders (in)directly owning 3% or more of

the company’s issued capital and/or voting rights were

registered with the AFM as of 31 December 2021:

Name

% issued capital/voting rights

Harold Goddijn – Founder

11.6%

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%

DNB Asset Management AS

between 5% and 10%

GENERAL MEETING

The General Meeting is held at least once a year and takes

place in Amsterdam, the Netherlands. The General Meeting is

convened by public notice via our website.

Recurring agenda items are the the adoption of the financial

statements, the discharge of the Management Board and

Supervisory Board from responsibility for the performance of

their respective duties for the previous financial year, and the

remuneration of the Management Board and the Supervisory

Board. When deemed necessary in the interests of the

company, an Extraordinary General Meeting may be convened

by resolution of the Management Board or the Supervisory

Board.

The minutes and the resolutions of the General Meeting are

recorded in writing. The minutes are available to the

shareholders on our website no later than three months after

the meeting.

Powers of the General Meeting

The General Meeting have the following rights and powers:

•adopt the financial statements;

•approve amendments to the Articles of Association;

•appoint, suspend or dismiss members of the Management

Board and the Supervisory Board;

•discharge the Management Board and Supervisory Board

from responsibility for the performance of their respective

duties for the previous financial year;

•advise on the remuneration report of the Management

Board and the Supervisory Board;

•approve remuneration policy every 4 years and any

amendments to the remuneration policy of the

Management Board and the Supervisory Board;

•authorize the Management Board to repurchase or cancel

outstanding shares;

•authorize the Management Board to issue, or to grant

rights to subscribe for, shares in the capital of the company

for general (up to 10%) and/or specific purposes (up to 10%

of the issued share capital);

•authorize the Management Board to restrict or exclude the

preemptive rights of existing shareholders on the issuance

of, or right to subscribe for, shares in relation to authority

granted, as mentioned above; and

•appoint the external auditor.

Voting rights

Each of our ordinary shares and preferred shares, which have

not been issued, is entitled to one vote. The voting rights

attached to any shares held by the company are suspended

as long as they are held in treasury.

Resolutions of the General Meeting are adopted by an

absolute majority of the votes cast, except where Dutch law

or the company’s Articles of Association provide for a special

majority.

The company’s Articles of Association stipulate the

percentage of votes required to be cast to execute the

powers of the General Meeting. These percentages are also in

accordance with Dutch Law.

The following resolutions of the General Meeting require that

a minimum of 50% of our issued share capital is represented

at the meeting, and at least two-thirds of the votes cast by

those represented at the meeting:

•cancel a binding nomination for the appointment of a

member of the Management Board or the Supervisory

Board;

•appoint a member of the Management Board or the

Supervisory Board in contravention of the binding

nomination by the Supervisory Board; or in case the

Supervisory Board did not make use of its rights to make a

binding nomination; and

•dismiss or suspend a member of the Management Board or

the Supervisory Board.

Irrespective of the share capital represented at the General

Meeting the following resolutions require a majority of at

least two-thirds of the issued share capital that are

represented at the meeting:

•amend the Articles of Association;

•restriction and exclusion of preemptive rights, or the

designation of the Management Board as the authorized

body to exclude or restrict such rights;

•reduction of the issued share capital; and

•a legal merger or legal de-merger of the company.

Issue of shares

The Management Board is authorized by a resolution of the

General Meeting to issue shares, or grant rights to subscribe

for shares, subject to the approval of the Supervisory Board

and limited to 10% of the issued share capital. No resolution

of the General Meeting is required for the issuance of shares

pursuant to this previously granted right.

The Management Board continues to believe it is in the

company’s best interest to be in a position to react promptly

when business opportunities arise that require the issuance

of ordinary shares.

The Management Board wishes to be authorized to issue

ordinary, or grant rights to subscribe for, shares should such

an occasion arise, without the need to obtain prior approval

from the shareholders at an Extraordinary General Meeting.

Such meetings take time to convene and could generate

disruptive market speculation.

GOVERNANCE / PAGE 31

CORPORATE GOVERNANCE CONTINUED

Repurchase by the company of its own shares

On 15 February 2021, TomTom announced the resumption of

its share buyback program to repurchase ordinary TomTom

shares on Euronext Amsterdam. The original program,

partially executed in 2020, was to repurchase shares for an

amount up to €50 million. The program was suspended on 31

March 2020, as a precautionary measure in light of the

COVID-19 pandemic. Under this program, completed on 27

May 2021, a total of 6,687,092 ordinary TomTom shares were

repurchased at an average price of €7.48 per share, for a

total consideration of €50 million. TomTom will use the

shares to cover its commitments arising from its long-term

employee incentive plans.

On 31 December 2021, the remaining number of treasury

shares outstanding was 5,417,122, equal to a capital interest

of 4.1% of TomTom NV. Details of the share buyback

transactions can be found on our corporate website.

Preferred shares

Stichting Continuïteit TomTom (referred to as the

Foundation) has been granted a call option entitling it to

subscribe for preferred shares up to 100% of the aggregate

nominal value of the outstanding ordinary shares at the time

of issue, up to a maximum of the number of preferred shares

included in the authorized capital at the time of issue. The

Foundation shall subscribe for the preferred shares at par

value. Immediately after subscribing for preferred shares, the

Foundation shall proceed to pay one-quarter of the nominal

value of the preferred shares at the time of issue.

Three-quarters of the nominal amount shall only need to be

paid upon call by the company, without prejudice to the

provisions of article 2:84 of the DCC. The Foundation is

entitled to exercise the option right in one or more tranches.

The possible issuance of preferred shares to the Foundation

will be temporary and subject to the Articles of Association

and the legislation on takeovers.

Unless the preferred shares have been issued pursuant to a

resolution of the General Meeting, the Articles of Association

require that a General Meeting be held within one year after

the issue of preferred shares to consider their purchase or

withdrawal. If no resolution on the purchase or withdrawal of

the preferred shares is adopted at such a General Meeting, a

General Meeting will be held every year thereafter for as long

as the preferred shares remain outstanding.

The Foundation was established in 2005, with a board

independent of TomTom. The purpose of the Foundation is to

safeguard the company’s interests and all of its stakeholders

and to prevent situation or mitigate circumstances that may

threaten its continuity or identity.

To date, no preferred shares have been issued.

2021 General Meetings

During 2021, two General Meetings were held. On 15 April

2021, the Annual General Meeting was held fully virtually in

accordance with the emergency bill (Tijdelijke wet COVID-19

Justitie en Veiligheid), which entered into force on 24 April

2020. The key resolutions passed by the General Meeting

were the reappointment of Harold Goddijn as a member of

the Management Board and the reappointment of Jack de

Kreij and Michael Rhodin as members of the Supervisory

Board. The complete list of resolutions passed is available on

our corporate website.

A physical Extraordinary General Meeting was held on 28

October 2021, for the purpose of appointing Karien van

Gennip as new Supervisory Board member.

Tax principles

TomTom’s contribution to society includes the payment of

taxes. The taxes we pay help fund public services provided by

governmental institutions in the countries where we operate.

Our approach to tax is formulated and published on our

corporate governance website.

The following table provides an overview of our net payments

of corporate income tax:

(€ in thousands)

2021

2020

Europe

6,171

6,136

North America

475

669

Rest of World

923

1,208

7,569

8,013

As shown in the table above, taxation is an integral part of

our business and is paid in the regions where we operate.

For more information

Corporate Governance

TomTom Shareholder Meetings

GOVERNANCE / PAGE 32

CORPORATE GOVERNANCE CONTINUED

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

CHIEF EXECUTIVE OFFICER

Nationality Dutch

Year of first appointment 2001

Term of office 2021–2025

Age 61

Current positions

Member of the Supervisory Board of Coolblue

Former positions

Harold began his career with a venture

capital firm. In 1989, he founded and led

Psion Netherlands BV, a joint venture with

Psion PLC. He also served on the board of

Psion PLC. In 1991, he co-founded TomTom

together with Corinne Vigreux, Peter-Frans

Pauwels and Pieter Geelen. Harold has been

the CEO of TomTom since 2001.

Education

Master’s degree in Economics, University of

Amsterdam

TACO TITULAER

CHIEF FINANCIAL OFFICER

Nationality Dutch

Year of first appointment 2015

Term of office 2019–2023

Age 50

Current positions

Member of the Executive Master of Finance

and Control Advisory Board, University of

Amsterdam

Former positions

Taco joined TomTom in 2005, holding various

senior management positions in Group

Control, Treasury and Investor Relations

before his appointment as CFO in 2015. Prior

to TomTom, Taco spent eight years with KPN,

holding senior management roles in Finance

and Investor Relations.

Education

Master’s degree in Business Economics,

University of Groningen

ALAIN DE TAEYE

MEMBER OF THE MANAGEMENT BOARD

Nationality Belgian

Year of first appointment 2008

Term of office 2020–2024

Age 64

Current positions

Non-Executive Director of Cyient Ltd

Former positions

Alain founded Informatics and Management

Consultants (I&M), where, next to IT

Consultancy, he continued his research work

on digital map databases and routing. 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.

Education

Graduated as engineer-architect, University

of Ghent

GOVERNANCE / PAGE 33

MANAGEMENT BOARD

Composition and appointment

According to our Articles of Association, the Management Board must consist of at least two

members, and is jointly (two members acting jointly) authorized to represent the company.

Each member is appointed for a maximum period of four years, with the possibility of re-

appointment for consecutive four-year terms in accordance with the Code.

No member holds more than two supervisory positions at Dutch ‘large companies’ in

accordance with article 2:132a of the DCC.

The General Meeting appoints the members of the Management Board, subject to the right of

the Supervisory Board, to make a binding nomination as described under the powers of the

General Meeting.

Diversity

The Management Board’s composition is based on diversity of experience, background, skills,

knowledge and insights. Currently, TomTom has no women in the Management Board, even

though the Supervisory Board has set goals for diversity and inclusion to have at least on

woman in the Management Board. We believe in the strength of diversity and will, when a

vacancy in the Management Board arises, consider all diversity aspects, including gender.

As our workforce is increasingly composed of highly technical and engineering roles, we

acknowledge the complexities involved in reaching gender equality targets. Nevertheless, as

part of our wider ambition to take important steps forward for representation, we have set

ourselves specific targets to increase gender equality in senior management. More

information on diversity and inclusion can found in our Diversity and Inclusion Policy, the

Environmental, Social and Governance section and on the TomTom website.

Responsibilities

The Management Board is responsible for the day-to-day management of TomTom’s

operations and is guided by the company’s interests and considers the interests of all

stakeholders.

Management Board’s responsibilities involve, among others:

•create long-term value by establishing and achieving strategic objectives;

•manage an adequate risk management and internal control framework; and

•manage legal compliance and sustainability matters.

The Management Board consults with the Supervisory Board on important matters and

submits important decisions to the Supervisory Board for its preapproval, as further described

in the company’s Articles of Association, which are available on our corporate governance

website page.

The Management Board is accountable for its actions to the Supervisory Board and the

General Meeting.

Risk management and internal control framework

We have a risk management and internal control framework in place. Our risk management is

designed to identify and evaluate opportunities and risks as early as possible and to take

appropriate measures in order to seize opportunities and limit business losses. The strategic

risks and opportunities are monitored continuously over the year by our Portfolio

Management department.

The operational, financial and legal and compliance risks are monitored by our corporate risk

management function, which also has regular meetings with the Portfolio Management to

ensure complete reporting on the overall risk profile of TomTom. The group risk profile is

taken into account when establishing our strategy, annual business plans and budgets. The

internal controls are contained and maintained in the Internal Control Framework.

The Audit Committee assists the Supervisory Board in its responsibility to oversee the system

of internal control and risk management, including the effectiveness of the internal auditors.

For more information reference is made to the Audit Committee activities included in the

Supervisory Board Report.

A full overview of the risk management and the internal control framework is included in the

Risk management and control section.

GOVERNANCE / PAGE 34

MANAGEMENT BOARD CONTINUED

Committees

The Management Board is supported by committees in their day-to-day management

responsibility.

Committees

Composition

Responsibilities

Senior Leadership

Team1

Chief Technical Officer, Chief

Product Officer, Managing

Directors (Automotive, Enterprise,

Consumer), Chief Architect, Chief

Marketing Officer and Chief HR

Officer

Supports the Management Board

members with expertise and

advice in executing the company's

strategy and business priorities.

Technology, Risk

& Compliance

Forum

Chief Technical Officer, Chief

Product Officer, Chief Architect,

and representatives from Business

Units, Security & Safety,

Engineering Departments and

Shared Services

i) Establishing and maintaining an

adequate security management

system aligned with the

company's priorities and with the

Management Board and Senior

Leadership Team's decisions on

strategy priorities and risks.

ii) reporting on business-critical

compliance matters

Disclosure

Committee

Representatives of Automotive,

Enterprise, Legal, Group Control,

Investor Relations and Corporate

Communications

(i) Ensure compliance with the

disclosure requirements under

applicable laws and regulations;

(ii) assist and inform the

Management Board on the

maintenance and evaluation of

disclosure controls and

procedures; and

(iii) gather all relevant financial

and non-financial information and

assess materiality, timelines and

necessity for disclosure of such

information.

1Not deemed to be an Executive Committee, as referred to in best practice provision 2.1.3 of the Code.

Conflicts of interest

Members of the Management Board must report any (potential) conflict of interest to the

Chairman of the Supervisory Board. The Supervisory Board shall decide whether a conflict of

interest exists.

The member of the Management Board who has a (potential) conflict of interest shall not

participate in discussions and decision-making on a subject or transaction in relation to which

the member has a conflict of interest with the company. Decisions to enter into transactions

under which members of the Management Board have conflicts of interest that are of

material significance to the company and/or to the relevant member(s) of the Management

Board, require the approval of the Supervisory Board. No such transactions have been

concluded in 2021.

In addition, in accordance with provision 2.7.5 of the Code, we report that no transactions

occurred in 2021 between the company and legal or natural persons who hold at least 10% of

the shares in the company.

Remuneration

The Supervisory Board determines each Management Board member’s remuneration in line

with the Remuneration Policy. The Remuneration Policy is subject to a binding vote of the

General Meeting once every four years. This vote occurred for the first time in 2020.

The application of the Remuneration Policy over 2021 is described in the Remuneration

Report and is subject to an advisory vote of the General Meeting in 2022.

The remuneration of individual members of the Management Board can be found in the

Remuneration Report. The Remuneration Policy can be found on the TomTom website.

GOVERNANCE / PAGE 35

MANAGEMENT BOARD CONTINUED

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 six

members:

DERK HAANK

CHAIRMAN

Nationality Dutch

Date of first appointment 28 September

2018

Term of office 2018–2022

Age 68

Current positions

Chairman of the Supervisory Board of Ebusco

Holding NV and Azerion Group N.V.

Former positions

CEO of Springer Science+Nature, CEO of Elsevier

Science, Executive Board Member of Reed Elsevier

PLC and Vice Chairman of the Supervisory Board of

KPN, Non-Executive Board Member at Albelli

Committees

Remuneration Committee

Selection and Appointment Committee (Chairman)

Expertise

Business leadership, commercial, and

transformation

JACQUELINE TAMMENOMS

BAKKER

DEPUTY CHAIRMAN

Nationality Dutch

Date of first appointment 1 May 2014

Term of office 2018–2022

Age 68

Current positions

Supervisory Board member of Royal Boskalis

Westminster NV and Groupe Wendel, and Board

Member of VEUO

Former positions

Non-Executive Director of Tesco PLC, Vivendi, CNH

Industrial NV and Unibail Rodamco Westfield SE,

Chairman Van Leer Group Foundation, Director

General at the Dutch Ministry of Transport (Civil

Aviation and Freight Transport), Chairman of the

High-Level Group for the future of aviation

regulation in Europe, consultant at McKinsey &

Company, and several positions at Shell and Quest

International

Committees

Remuneration Committee (Chairman); Selection and

Appointment Committee

Expertise

Governance, remuneration and international

business

JACK DE KREIJ

MEMBER OF THE SUPERVISORY BOARD

Nationality Dutch

Date of first appointment 1 January 2017

Term of office 2021-2025

Age 62

Current positions

Supervisory Board member and Chairman of the

Audit Committee of Wolters Kluwer NV, Vice

Chairman of the Supervisory Board and Chairman of

the Audit Committee of Royal Boskalis Westminster

NV, Global Advisory Board member of Metyis, Non-

Executive Board member of Oranje Fonds, Board

member of Stichting Preferente Aandelen Philips,

and Chairman of the Board of VEUO

Former positions

Supervisory Board member and Chairman of the

Audit Committee of Corbion NV, Vice Chairman of

the Executive Board and CFO of Royal Vopak NV,

Senior Partner & Transaction services Territory

Leader PricewaterhouseCoopers NV (PwC), and

formerly employed with the Dutch Ministry of

Finance

Committees

Audit Committee (Chairman)

Expertise

Finance, audit and risk management, governance

and international business

GOVERNANCE / PAGE 36

SUPERVISORY BOARD

MICHAEL RHODIN

MEMBER OF THE SUPERVISORY BOARD

Nationality American

Date of first appointment 24 April 2017

Term of office 2021–2025

Age 61

Current positions

International Advisory Board member of Banco

Santander, Independent Board of Directors member

of HZO, Inc., Advisory Board member of Arboretum

Ventures, Executive Chairman/Lead Director of

Acoustic, Inc., and Advisory Board Member of

Symbotic, Inc.

Former positions

Senior Vice President of IBM, Board of Directors

member of Precisely Inc.

Committees

Audit committee

Expertise

Technology, innovation, and transformation

HALA ZEINE

MEMBER OF THE SUPERVISORY BOARD

Nationality German

Date of first appointment 13 October 2020

Term of office 2020–2024

Age 42

Current positions

Managing Director at Blackstone for the technology

sector in its Portfolio Operations group

Former positions

Chief Product Officer of Celonis, Supervisory Board

member of Holtzbrinck Publishing Group, President

of Digital Supply Chain and various management

positions at SAP SE

Committees

Audit committee

Expertise

Technology, innovation, and transformation

KARIEN VAN GENNIP

MEMBER OF THE SUPERVISORY BOARD

Nationality Dutch

Date of first appointment 28 October 2021

Stepped down on 10 January 2022

Age 53

Current position

Minister of Social Affairs and Employment in the

Dutch Government

Former positions

Chairman of the Executive Board and CEO at

Coöperatie VGZ, Board member of INSEAD, and Non-

Executive Board member of Oranje Fonds, CEO of

ING France, Vice-Chair of the Executive Board of the

International Chamber of Commerce, Co-Présidente

of Financi'Elles, Dutch State Secretary of Economic

Affairs/Minister for Foreign Trade, Member of Dutch

Parliament, Director of the Dutch Authority for the

Financial Markets, and management consultant at

McKinsey & Company

Committees

Remuneration Committee; Selection and

Appointment Committee

Expertise

Business leadership, stakeholder management and

transformation

GOVERNANCE / PAGE 37

SUPERVISORY BOARD CONTINUED

Composition and appointment

The Supervisory Board shall consist of a minimum of three members. The Supervisory

Board has appointed a Chairman and a Deputy Chairman from amongst its members.

Committees

Initial

appointment

date

Term of Service

AC

RemCo

SelCo

22

23

24

25

26

Derk Haank (Chairman)

26 Sep 2018

1

Jacqueline Tammenoms

Bakker (Deputy Chairman)

1 May 2014

2

Jack de Kreij

1 Jan 2017

2

Michael Rhodin

24 Apr 2017

2

Hala Zeine

13 Oct 2020

1

Karien van Gennip1

28 Oct 2021

Legend

Chairman

Member

Term

1Karien van Gennip stepped down as member of the Supervisory Board on 10 January 2022.

The General Meeting appoints the Supervisory Board members, subject to the right of the

Supervisory Board to make a binding nomination. The full procedure of appointment and

dismissal of members is explained in article 17 of the company’s Articles of Association.

In accordance with the Code, members may be appointed for a maximum period of 12

years; after four years, reappointment for another four-year period is possible and

subsequently again for a period of two years, which appointment may be extended by at

most two years.

Members may retire periodically in accordance with a rotation plan, which can be

downloaded from our corporate governance website page.

On 28 October 2021, Karien van Gennip was appointed as member of the Supervisory

Board.

Profile and diversity

The Supervisory Board has determined a profile regarding its size and composition, taking

into account the nature of TomTom’s business and activities, such that the combined

experience, expertise and diversity of the Supervisory Board members enables the

Supervisory Board to best carry out its responsibilities. In particular, the desired

composition includes the following areas of expertise and backgrounds:

•financial administration and accounting, and internal risk management and control

systems;

•management strategy and risks inherent to TomTom's business;

•technology, innovation, and transformation;

•(senior) management selection, recommendation and development; and

•compliance, corporate governance and company law.

With the appointment of Karien van Gennip in October 2021, the composition of the

Supervisory Board was 50% female and 50% male at 31 December 2021. However, she was

required to step down from the Supervisory Board due to her appointment as Minister of

Social Affairs and Employment in the Dutch government on 10 January 2022, which

cannot be combined with her duties at TomTom.

TomTom has started the search for a new Supervisory Board member and will comply with

the new bill on gender diversity quota for the Supervisory Board, which entered into force

on 1 January 2022. Even though the policy will be adjusted in 2022 in accordance with the

new legislation, the Supervisory Board has set the following goals for diversity and

inclusion:

Objectives

An equal number of men and women during a search, selection and appointment procedure

At least one woman in the Management Board

At least two women in the Supervisory Board

A Supervisory Board Chairman living in the Netherlands

At least one member in the Supervisory Board from outside the EU

At least two members in the Supervisory Board with a technology/software background

Legend

Achieved

More to do

Role and responsibilities

The Supervisory Board oversees the Management Board in how it executes its strategic

objectives and operations. It regularly discusses the strategy and the associated risks and

supports the Management Board by providing advice. It acts in the interest of the

company and all stakeholders: employees, shareholders, customers and society, including

the environment.

According to our Articles of Association certain decisions of the Management Board are

subject to the approval of the Supervisory Board. This includes resolutions of the

GOVERNANCE / PAGE 38

SUPERVISORY BOARD CONTINUED

Management Board to issue, or grant rights to acquire, shares or restrict or exclude pre-

emptive rights. Reference in this respect to article 14 of our Articles of Association.

A description of the activities of the Supervisory Board in 2021 is given in the Supervisory

Board Report section.

Committees

In line with the Code, the Supervisory Board has established an Audit Committee, a

Remuneration Committee and a Selection and Appointment Committee. Each of these

committees is staffed by members of the Supervisory Board and at least one of the

members of the Audit Committee is an expert in financial reporting or auditing financial

statements according to the criteria of the Decree Establishing Audit Committee.

A description of the activities performed by each of the committees during 2021 is given

in the Supervisory Board Report.

Audit committee

The Audit Committee (AC) undertakes preparatory work for the Supervisory Board’s

decision-making regarding the supervision of the integrity and quality of the company’s

financial reporting and the effectiveness of the company’s internal risk management and

control systems. The AC monitors the performance and observations of the external

auditor and the effectiveness of the external audit process, as well as its independence.

For its composition and the way in which the AC discharges its duties, reference is made to

the AC Charter.

Selection and Appointment committee

The Selection and Appointment Committee (SelCo) is responsible for the size and

composition of the Supervisory Board, its succession planning and the functioning of its

members. It also pays strong attention to the company’s talent management and

succession planning for key positions.

For its composition and the way in which the SelCo discharges its duties, reference is made

to the SelCo Rules.

Remuneration committee

The Remuneration committee (RemCo) prepares the Supervisory Board’s decision-making

regarding the remuneration of the individual Management Board members and the

remuneration of the Supervisory Board. The RemCo oversees the effectiveness, relevance

and implementation of the Remuneration Policy.

For its composition and the way in which the RemCo discharges its duties, reference is

made to the RemCo Rules.

Conflicts of interest

Members of the Supervisory Board (excluding the Chairman) must report any (potential)

conflict of interest to the Chairman of the Supervisory Board. If the (potential) conflict of

interest involves the Chairman of the Supervisory Board, it must be reported to the

Deputy Chairman of the Supervisory Board. The Supervisory Board shall decide whether a

conflict of interest exists.

The member who has a (potential) conflict of interest shall not participate in discussions

and decision-making on a subject or transaction in relation to which the member has a

conflict of interest with the company. Decisions to enter into transactions under which

members of the Supervisory Board have conflicts of interest that are of material

significance to the company and/or to the relevant member(s) of the Supervisory Board,

require the approval of the Supervisory Board. No such transactions have been concluded

in 2021.

Remuneration

The General Meeting determines the remuneration of the members of the Supervisory

Board including the members of its committees. The Supervisory Board Remuneration

Policy is subject to a binding vote of the General Meeting once every four years. This vote

occurred for the first time in 2020.

The application of the Remuneration Policy over 2021 is described in the Remuneration

Report (also available on our corporate website) which report is subject to an advisory vote

of the General Meeting in 2022.

The remuneration of individual members of the Supervisory Board can be found in the

Remuneration Report. The Remuneration Policy can be found on the corporate website.

For more information

Corporate governance-related documents are available on our website, including, amongst

others:

•Articles of Association

•Management Board Remuneration Policy

•Supervisory Board Remuneration Policy

•Supervisory Board Rotation Plan

•Code of Conduct

•Open Ears Procedure

•Diversity and Inclusion Policy

•Policy on bilateral and other contacts with shareholders

•Inside Information Policy

GOVERNANCE / PAGE 39

SUPERVISORY BOARD CONTINUED

Reaching the best standards of good

corporate governance

"TomTom is a leading independent

specialist in location technology.

With its innovative product portfolio

and supporting technologies,

TomTom plays a key role in a highly

competitive market where rapid

technological developments are the

only constant. In this dynamic

environment, as a Supervisory Board,

we see as our most important task

ensuring that TomTom continues

following and implementing a

strategy that positions the company

for future growth. In doing so, the

Supervisory Board will ensure that a

sustainable business model is used

that aims to create value for all

stakeholders involved."

DERK HAANK

Chairman of the Supervisory Board

2021 has been a challenging year for TomTom.

Automotive's recovery has fallen short of expectations,

as semiconductor supply chain issues across the sector

are also hampering car production volumes. As a result,

revenue estimates have been revised down during the

year. Encouragingly, the way TomTom deals with its

customers is evolving from a traditional supplier

relationship to a partnership approach. Direct customer

feedback on location data and product requirements

open new opportunities.

We wholeheartedly support the Management Board with

executing its strategy. By further automating and investing

in new technologies and joining forces with partners,

TomTom will bring further product innovation to its

customers.

We commended management for the way it managed the

company during a new pandemic year. The meticulous

attention to safety and welfare of the employees, while no

material loss of productivity was incurred, is creditable. The

management's continuous pursuit of product innovation,

automation, switching to online and performance

management is testimony to resilience and high quality.

TomTom’s agile and entrepreneurial work culture, where

talents learn fast, have impact, and support each others'

growth and development, is highly valued among employees

and by its customers. This remains important especially now

the talent market has changed significantly. The pandemic

led people to rethink the way they approach work, why they

work and where they work. It is also up to the Supervisory

Board to make sure TomTom's great culture continues to be

nurtured.

We thank TomTom's shareholders for their confidence in the

company and its management and express our appreciation

to all employees and the Management Board for their

continued dedication and commitment to the company.

On behalf of the Supervisory Board

DERK HAANK

Chairman of the Supervisory Board

GOVERNANCE / PAGE 40

SUPERVISORY BOARD REPORT

SUPERVISORY BOARD MEMBERS

TomTom’s Supervisory Board consists of six members. A

member is appointed for a period of four years and may then

be reappointed once for another four-year period.

Subsequently, a member may be reappointed again for a

period of two years, which appointment may be extended by,

at most, two years.

Biographies of the members of the Supervisory Board, as well

as the information on the members as prescribed by the

Corporate Governance Code (Code) can be found in the

Supervisory Board section, which also provides details of the

Supervisory Board’s committees and its members. All current

members are independent within the meaning of best

practice provisions 2.1.7 through 2.1.9 of the Code.

MEETINGS AND ATTENDANCE

Half of the formal Supervisory Board meetings took place

physically and half virtually due to restrictions of the

COVID-19 pandemic. The Supervisory Board also met regularly

through conference calls to discuss financial updates and

recent developments within the company. Once per quarter

the Supervisory Board had its regular meeting to review the

quarter in detail and to be provided with an operational

update by the Management Board. The Management Board

members attended all those meetings. The Supervisory Board

members accomplished a 100% attendance rate.

SB formal

meetings1

SB update

calls

AC

RemCo

SelCo

Derk Haank

6/6

5/6

6/6

4/4

Jacqueline

Tammenoms Bakker

6/6

6/6

6/6

4/4

Jack de Kreij

6/6

5/6

4/4

Michael Rhodin

6/6

6/6

4/4

Hala Zeine

6/6

5/6

4/4

Karien van Gennip2

2/2

13 physical meetings and 3 virtual meetings.

2First appointed on 28 October 2021

All members had sufficient time available for their duties

relating to their membership of the Supervisory Board as

demonstrated by their availability for ad hoc calls, prompt

responses to emails, good meeting preparation and active

participation in meeting discussions.

Meeting agendas were prepared through consultation with

the Chairman, the Management Board and the Company

Secretary. In addition to regular meetings, the Supervisory

Board Chairman had regular contact with TomTom’s CEO.

Further and outside the regular meeting frequency,

Supervisory Board members held informal consultations with

members of the Management Board and senior management

to remain closely informed about the business.

Supervisory Board meetings are preceded by committee

meetings. The committees’ chairs work closely together with

senior management and conduct regular meetings to set

agendas and prepare relevant information for the committee

meetings.

STRATEGIC OVERSIGHT

The Supervisory Board devoted considerable time to

reviewing TomTom’s strategy and progress in the execution

thereof. Regular discussions were held with the Management

Board on the strategic priorities of the Location Technology

business. During these sessions, the Supervisory Board

ensured that the Management Board’s ideas were challenged

and tested in order to reach decisions that would underpin

the company’s strategy.

The Supervisory Board paid special attention to the impact of

the global supply chain issues, especially in the international

semiconductor markets, on the company’s people, operations,

financial performance and strategy.

Ample time was spent reviewing the constantly changing

technology landscape within which TomTom operates as well

as the impact thereof on the company’s strategy, including

the framework for cyber security . Each quarter, updates

were provided to the Supervisory Board on market trends and

the impact thereof on the company’s strategic priorities. The

Supervisory Board also discussed and assessed TomTom's

position in the competitive landscape. The Supervisory Board

engaged an external expert in the automotive industry to

obtain an outside-in perspective of industry trends and

developments.

The Audit Committee kept the Supervisory Board informed of

the company’s strategic, financial, legal and compliance, and

operational risks, as well as the actions taken, and internal

control and management systems in place, 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

that outlined the developments, achievements, challenges

and opportunities in each market segment, HR and our

technology department.

The Supervisory Board was frequently updated on the

progress made within our mapmaking and technologies, and

the positioning and traction of these technology components

in the marketplace. The implementation of a Product

Management organization was also a topic on which the

Supervisory Board was frequently updated.

The company’s financial results and its cash generation were

presented and closely supervised throughout the year. The

semiconductor supply chain issues across the sector and the

impact hereof on the company's revenue were closely

monitored. The level of investment in the company's core

technologies were thoroughly assessed every quarter. The

Supervisory Board reviewed and approved the budget for

2022.

Every quarter, the Supervisory Board was updated on the

company’s Investor Relations activities, such as share price

developments, analysts’ research and communication with

shareholders. The quarterly updates and the press releases

regarding the full- and half-year results were all reviewed and

approved by the Supervisory Board.

GOVERNANCE / PAGE 41

SUPERVISORY BOARD REPORT CONTINUED

Culture and engagement

The Supervisory Board continued to meet talent from within

the company, staying in touch with the TomTom culture,

dynamics and operational challenges. For this purpose,

among other things, quarterly sessions were organized to

facilitate a ‘Meet and Greet’ between the members of the

SelCo and selected talent. In an open and transparent

setting, they held a group dialogue on relevant matters.

The Supervisory Board and the Dutch Works Council held two

meetings.

The Supervisory Board was regularly updated on the

company’s governance and organizational structure.

Succession planning

The Supervisory Board discussed its rotation schedule and

succession planning. Considering the expiration of the second

term of Jacqueline Tammenoms Bakker at the AGM 2022 and

to secure a proper succession planning, the Supervisory Board

decided on the temporary need for a sixth Supervisory Board

member based on the desired profile for the Supervisory

Board. With the appointment of Karien van Gennip on 28

October 2021, the current composition was deemed to suffice

the company’s future needs. Karien van Gennip was required

to step down from the Supervisory Board due to her

appointment as Minister of Social Affairs and Employment in

the Dutch government on 10 January 2022. More information

can be found in the Supervisory Board section.

Corporate responsibility

An update was provided on the company’s progress on its

Corporate Responsibility program, including the efforts to

meeting its commitments as reflected in the Diversity and

Inclusion goals. More information can be found in the

Environmental, Social and Governance section.

REMUNERATION

The remuneration of the members of the Supervisory Board

and the additional remuneration of the Chairman and the

members of its committees is determined by the General

Meeting, last amended in 2020. For more information, see the

Remuneration Report.

EVALUATION

In principle, the Supervisory Board engages with a third party

to assess its functioning every three years, the next time in

2022.

The Supervisory Board and its committees reviewed and

discussed its own function, the functioning of its individual

members, committees and the functioning of the

Management Board and its members, without the

Management Board being present. All members of the

Supervisory Board and Management Board completed a

evaluation questionnaire followed up by an individual

interview with the Chairman of the Supervisory Board.

The outcome was discussed among the Supervisory Board

members in an evaluation session. It was concluded that the

Supervisory Board performs well and is run efficiently. The re-

introduction of (informal) physical meetings in the second

half of the year were appreciated. The board dynamics are

healthy; there is an open speak-up culture and great

willingness to collaborate and share information. The

Supervisory Board appreciated the time spent on further

increasing its knowledge and understanding of (technology)

developments relevant to TomTom and its industry, and will

continue to do this.

The Management Board evaluates its own functioning

annually. The Chairman of the Supervisory Board was

informed about the outcome hereof by the CEO.

AUDIT COMMITTEE

Meetings and attendance

The AC met each quarter throughout 2021, these four

meetings were held prior to the publication of the quarterly

financial results. The meetings had an overall attendance

rate of 100%. All meetings were attended in full by the CFO

and the Head of Corporate Accounting and Internal Audit.

Next to the regular AC meetings, the AC had several

clarification calls on specific topics.

The other members of the Management Board attended the

meetings as required (for instance, where group risks and

internal controls were discussed).

The external auditor attended each of the quarterly AC

meetings in full to report on its audit plan, quarterly

procedures, management letter and the long form auditor's

report. The AC and the external auditor also met separately,

without the Management Board present, in order to facilitate

free and open discussions on other relevant topics such as

quality of risk assessments and the collaboration with the

Management Board and the organization.

Other heads of departments (e.g. Treasury, Tax, Investor

Relations, Group Control, Business Finance, Legal and

Compliance, Privacy and Security, Financial Shared Service

Center and IT) were invited when the AC deemed it necessary

and appropriate.

Financial oversight

The AC assisted the Supervisory Board in its responsibility to

oversee the system of internal control and risk management,

the effectiveness of the internal auditors, the company’s

financing, financial statements and financial reporting

process. In relation to the external auditor, the AC monitored

its performance and the effectiveness of the external audit

process, as well as its independence.

A core task of the AC was to extensively review the financial

reports before consideration by the full Supervisory Board.

Throughout the year, the AC monitored and reviewed the

quarterly financial results and full-year financial statements

as presented under IFRS (as adopted by the EU and in

accordance with Part 9 of Book 2 of the Dutch Civil Code),

including the respective disclosures prior to their release.

Guidance to the financial markets was also discussed. Special

attention was paid to revenue recognition including the

deferred revenue position as well as unbilled receivables, the

impairment review of goodwill and other intangibles, and the

operational and financial implications of the semiconductor

supply chain issues and COVID-19.

The AC also discussed topics related to cybersecurity (and the

ISO27001 certification), TomTom’s third-party cloud

platforms, new financial system implementations, legal and

regulatory compliance and whistleblowing reports.

Other areas of attention were significant estimates, the

global tax position and the status of legal claims and

proceedings.

GOVERNANCE / PAGE 42

SUPERVISORY BOARD REPORT CONTINUED

Monitoring of internal controls

During all quarterly meetings, updates were provided on the

company’s management reporting, the maintenance and

effectiveness of the system of internal controls, and risk

management relating to strategic, financial, operational,

commercial, tax, control and compliance matters. The

company monitors its internal controls through a systematic

approach supported by tools, a risk management process and

the Internal Audit team. The Head of Internal Audit reports

functionally to the AC and administratively to the CFO.

Policy and compliance oversight

The AC discussed items including the company’s policies on

financing, cash and foreign exchange management. The AC

discussed the status of ongoing tax audits, tax risk

management, tax transparency, and the tax strategy/policy.

Regular updates were received by the AC on TomTom’s

compliance programs (including fraud and whistleblower

reporting). The AC was provided with quarterly updates on

the company’s ongoing effort to maintain the appropriate

level of a risk-based information security management

program. Time was also dedicated to the newly introduced

Compliance Management Framework.

Effectiveness review

The effectiveness of the AC was reviewed as part of the 2021

overall evaluation of the Supervisory Board which confirmed

that the AC continues to function in line with the applicable

requirements. During 2021, Jack de Kreij continued acting as

financial reporting specialist. The role and functioning of the

Internal Audit (IA) function, including its independence, were

regularly discussed and the internal audit plan was approved

by the AC. This plan considers the key risk areas of the

business, important IT projects, information security and

data privacy, cyber security as well as the geographical

spread of TomTom offices, including local compliance (e.g.

finance, HR and tax controls) and core activities performed.

In consultation with senior management, IA selects the areas

of the business to be audited during the year. Members of

the AC and the Management Board may at any time request

IA or a special consulting service firm to carry out an internal

audit. A timely follow-up on the recommendations made by IA

were observed by the AC. The Head of Internal Audit reported

to the AC each quarter.

Evaluation of external auditor

The external audit plan, including the scope, approach, key

audit matters and materiality applied, were approved by the

AC. Reviews and discussions were held between the AC and

the Management Board on the findings of the external

auditor in its management letter and the actions taken by

management to address the recommendations and

observations made by the external auditor.

EY was reappointed as the external auditor by the Annual

General Meeting in 2021, for a third term of three years up to

and including the financial year 2023. The performance of the

external auditor was assessed through a satisfaction survey

conducted among the business units and the global corporate

departments. The assessment included a consideration 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.

Auditor independence

The policy on External Auditor Independence prescribes that

the auditor appointed by TomTom is not allowed to perform

non-audit services that would i) compromise its

independence, or ii) violate any other requirements or

regulations affecting its external audit function. The

provision of non-audit services by the external auditor that

do not conflict with auditor’s independence, is always subject

to pre-approval by the AC.

The AC reviewed the independence of the external auditor EY,

taking into account qualitative and quantitative factors, and

concluded that EY had sufficient objectivity and

independence to perform the external audit function. EY

confirmed its independence and compliance with this policy

to the AC. A summary is provided below of services performed

by EY, its network affiliates and the fees earned.

(€ in thousands)

2021

% of total

2020

% of total

Audit – group

500

89%

540

90%

Audit – statutory

61

11%

61

10%

Total fees

561

601

.

SELECTION AND APPOINTMENT COMMITTEE

Meetings and attendance

The SelCo met four times throughout 2021, with an overall

attendance rate of 100%. Each meeting was also attended by

Alain De Taeye, the Chief HR Officer, representatives of HR

Rewards, and the Company Secretary.

Review on HR strategic topics

Quarterly updates were provided by the Chief HR Officer on

HR strategic topics like management initiatives regarding

career development, management and leadership,

performance management, employee engagement surveys on

culture, surveys on the impact of COVID-19 on employees, and

compensation and benefits.

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 a result of the decision of Supervisory Board for the

temporary need of a sixth member of the Supervisory Board,

the SelCo started the search for a new Supervisory Board

member (while observing the Supervisory Board profile). This

resulted in the nomination of Karien van Gennip in July 2021

and her appointment on 28 October 2021.

Culture and engagement

The impact of COVID-19 on TomTom’s employees was a topic

of discussion during every meeting. The SelCo provided full

oversight of the programs introduced by TomTom to ensure

continuous connection and collaboration amongst employees

and also with senior leadership and the Management Board.

The SelCo spent ample time on the outcome of the two

surveys conducted in 2021 on the company culture and

employee engagement.

GOVERNANCE / PAGE 43

SUPERVISORY BOARD REPORT CONTINUED

REMUNERATION COMMITTEE

Meetings and attendance

The RemCo met six times in the course of 2021, with an

overall attendance rate of 100%. Each meeting was also

attended by Alain De Taeye, representatives of HR Rewards,

the Chief HR Officer and the Company Secretary.

Scenario analysis and pay ratio

A scenario analysis was carried out to evaluate the variable

components of the remuneration packages of the

Management Board members. The RemCo reviewed the pay

ratio.

Variable Remuneration

At the beginning of 2021, the RemCo proposed, and the

Supervisory Board agreed, metrics for Location Technology

revenue and free cash flow (weighted equally at 50% each) to

determine the 2021 short-term incentive (STI) for the

Management Board. The RemCo regularly reviewed the

Management Board members’ progress against those

metrics. The RemCo also proposed the allocation of RSUs in

April 2021, which subsequently were approved by the

Supervisory Board. The deliberations underlying the decisions

made regarding the STI and the LTI are described in the

Remuneration Report.

Stakeholder engagement

At the Annual General Meeting a positive advisory vote was

cast for the 2020 Remuneration Report and the

Remuneration Policy for the Management Board and the

Supervisory Board were approved. The RemCo evaluated and

considered the feedback received from stakeholders during

the Annual General Meeting and defined actions. It continued

to have an open dialogue with Eumedion, VEB and ISS in 2021.

The response to this feedback is included in the

Remuneration Report.

2021 Remuneration Report

For a full outline of the Remuneration Policy, its application

in 2021 and outlook for 2022, reference is made to the 2021

Remuneration Report.

The Remuneration Report forms an integral part of the

Supervisory Board report and is prepared in accordance with

the requirements as laid down in the Dutch Civil Code and

best practice provision 3.4.1 of the Code. The Supervisory

Board has approved the Remuneration Report.

FINANCIAL STATEMENTS FOR 2021

TomTom’s annual financial statements for 2021, prepared by

the Management Board, have been audited by EY. The

financial statements, independent auditor’s report and

management letter of the external auditor were discussed

extensively with the auditors by the Audit Committee in the

presence of the Management Board, and by the full

Supervisory Board with the Management Board.

The Supervisory Board believes the financial statements for

2021 of TomTom NV meet all requirements for correctness

and transparency. The Supervisory Board has approved the

2021 financial statements for 2021. All members of the

Supervisory Board and members of the Management Board

have signed the financial statements for 2021 pursuant to

the statutory obligations under article 2:101 (2) of the DCC.

The Supervisory Board recommends to the General Meeting

to adopt the financial statements for 2021, and requests

that the General Meeting discharges the Management Board

members’ responsibility for the conduct of business in 2021

and the Supervisory Board members’ supervision in 2021. The

Annual Report for 2021 is available at the company’s offices

on request and on the company’s website:

corporate.tomtom.com/annuals.cfm

The Supervisory Board would like to thank TomTom’s

shareholders for their trust in the company and its

management and express its appreciation to all employees

and the Management Board for the continued dedication and

commitment to the company.

Amsterdam, 4 February 2022

The Supervisory Board

DERK HAANK

JACQUELINE TAMMENOMS BAKKER

JACK DE KREIJ

MICHAEL RHODIN

HALA ZEINE

GOVERNANCE / PAGE 44

SUPERVISORY BOARD REPORT CONTINUED

Continually enhancing the

transparency of our remuneration

As the Remuneration Committee, we are pleased to present this report. You will find a detailed explanation of the current Remuneration Policy for the Management Board

and the Supervisory Board, and an explanation of how the policies were implemented in 2021. The Remuneration Policies have been adopted by the General Meeting in 2020.

REMUNERATION AT A GLANCE

FIXED PAY AND BENEFITS

Base salary*

€503

€414

€419

Harold Goddijn

Taco Titulaer

Alain De Taeye

CEO

CFO

Board Member

Positioned at a median market level of peer group

benchmark (conducted at least every three years).

Reviewed annually considering market environment

and any planned adjustments for other employees.

Pension % of base salary

waived

20%

20%

CEO

CFO

Board Member

Benefits by Management Board

Typically items such as medical insurance, death and

disability insurance and car allowances, officers’

liability insurance coverage

* € in thousands

SHORT-TERM INCENTIVE

Target % of base salary

80%

64%

64%

CEO

CFO

Board Member

Max

120%

96%

96%

CEO

CFO

Board Member

2021 Bonus results

48%

48%

48%

CEO

CFO

Board Member

2021 Actual % of base pay

38%

30%

30%

CEO

CFO

Board Member

2021 Actual value*

€191

€126

€128

CEO

CFO

Board Member

Targets

Location Technology Revenue (50%)

Free cash flow (50%)

LONG-TERM INCENTIVE PLAN

Target % of base salary

140%

100%

100%

CEO

CFO

Board Member

Grant 2021 RSU value at grant date*

€692

€407

€412

CEO

CFO

Board Member

*The value of the 2021 grant is equal to the number

of RSUs granted in 2021 x share price at grant date.

RSUs were introduced in 2019. No grant of stock

options to Management Board members since 2018

RSUs are subject to a three-year vesting period and a

two-year holding period

Actual grant levels do not deviate from target unless

underpin conditions are not met.

Vesting is conditional upon employment only

Shareholding

Target levels, % of base salary at 31 December 2021

300%

200%

200%

CEO

CFO

Board Member

Number of times base salary at 31 December 2021

278x

0x

7x

CEO

CFO

Board Member

GOVERNANCE / PAGE 45

REMUNERATION REPORT

Our Remuneration Policy provides a company-wide framework for results-driven

remuneration, supportive to the achievement of TomTom’s strategic objectives, our

operational and financial results and the delivery of long-term value creation for all

stakeholders. It is designed to attract and retain senior talent, and to provide fair,

competitive, and responsible remuneration for all employees, in a simple and transparent

manner.

The Policy reflects the following principles:

•Alignment with, and underpinning behavior towards, the achievement of TomTom’s

vision and strategy and the creation of long-term value

•Alignment of pay structures throughout TomTom

•Competitive with companies with whom we compete for talent

•Consideration of stakeholders’ perspectives and the level of support in society

•Aspiration to live up to the highest standards of good corporate governance and

enhanced transparency

REMUNERATION OF THE MANAGEMENT BOARD

The Supervisory Board ensures that the policy and its implementation are linked to the

company’s strategic priorities and decides how to reward the successful delivery of the

company’s strategy by the Management Board.

Our strategy balances growth objectives, financial stability and investments to position

TomTom competitively in the evolving field of location technologies. The remuneration of

Management Board members is intended to encourage behaviors that drive the

generation of both short-term results to ensure ongoing operational improvement and

financial stability, and long-term value by pursuing growth and partnership opportunities

through our location technologies and innovative services.

INTERNAL ALIGNMENT

The Remuneration Committee reviews the alignment of pay structures throughout the

organization by considering the consistency in the approach to setting remuneration

components, performing a scenario analysis and evaluating the pay ratio.

Each individual Management Board member shares his view of his own remuneration

package with the Chairman of the Remuneration Committee at least once per year. The

feedback is shared with the other Remuneration Committee member, who together

consider all feedback when discussing and evaluating the Remuneration Policy, including

its components and outlook.

Scenario analysis

A scenario analysis of the possible outcomes of the variable components and the impact

on the Management Board members’ remuneration is conducted annually to minimize the

risk that the performance criteria lead to inappropriate outcomes.

The effect of different performance scenarios on the level and composition of

remuneration was analyzed and the outcome was taken into consideration by the

Supervisory Board when reviewing the Management Board members’ remuneration. These

scenarios include minimum (0%), target (100%) and maximum (150%) variable pay

achievement and share price decrease of 20%, no change to the TomTom share price, and

a share price increase of 20%. Under all scenarios (minimum, target, and maximum

performance levels), the Supervisory Board considered that the range of potential

remuneration is within outcomes that are appropriate for that level of performance.

Pay ratio

The pay ratio reflects the average total compensation of the total global employee

workforce, relative to the total remuneration package of the CEO and the total

Management Board. Social security is excluded from the measure of compensation.

APPLICATION AND OUTCOME

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

Pay ratio1

2017

2018

2019

2020

2021

CEO

25.0

28.9

27.1

20.1

22.7

Management Board

19.2

22.8

22.2

17.0

19.0

1 Excluding the cost of social security.

Annually, TomTom reviews local competitive dynamics and the livable wage in each of our

operating locations. If needed, adjustments are made to ensure employees compensation

are 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 2019 and 2020 was caused by the investments made in

employees' salaries in the company’s key markets, in combination with a zero bonus

payout for the Management Board members in 2020 further decreasing the ratio.

In 2021, investments were also made in employees' salaries in the company’s key markets,

yet the ratio for 2021 increased by 2.6 points as an effect of the Management Board's

achievement against short-term incentive performance metrics and subsequent bonus

result for 2021.

Despite the 2.6 points increase in pay ratio, the Supervisory Board deems TomTom's pay

ratio remaining at a low end. The current level is acceptable but is requiring a continuous

attention.

GOVERNANCE / PAGE 46

REMUNERATION REPORT CONTINUED

EXTERNAL ALIGNMENT

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

imperative that our remuneration is competitive with the companies with whom we

compete for talent and consideration is given to the international markets in which we

compete for that talent.

Peer group and benchmark

In principle, the remuneration is benchmarked with a peer group every three years and

reviewed annually. This helps to determine the overall competitiveness of our

Management Board remuneration and gives insights into relevant competitive markets.

The last benchmark was performed in 2020. In the years where no benchmark is

performed, such as in 2021, 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. The next benchmark is planned

for 2023. In preparation of that benchmark, a review will be performed on the peer group

to ensure relevance and appropriateness within the industry.

The 2020 benchmark showed that Management Board total remuneration levels are below

the median of the reference group, with the difference largely stemming from relatively

low Long-Term Incentives.

TomTom Executives and potential hires

TomTom is witnessing a market trend whereby the Long-Term Incentive becomes more

and more a significant part of senior management remuneration packages. As a

consequence of these market changes and in order to be able to attract and retain the

talent we need to realize our strategic objectives, TomTom has substantially increased its

RSU allocation for the levels below the Management Board. While an average RSU grant

value per average TomTom executive doubled since 2019, the average grant value for

Management Board has remained at the same level. As a consequence, the gap in Long-

Term Incentives variable pay between the Management Board and senior executives

continues to decrease year over year. This is a topic which requires a continued vigilance.

The development of average RSU grant value (based on share price at grant date)

TomTom executives (~ 60 employees) vs Management Board 2019-2021

Conclusions

The Supervisory Board deems that the Management Board's remuneration package

requires further attention. Although the Supervisory Board did not take any actions in

relation to a relatively low Long-Term Incentive this year, they recognize that changes

might be inevitable in the upcoming future.

This conclusion is drawn based on both internal and external benchmarks and the low pay

ratio levels, combined with the outcomes of the Management Board's benchmark in 2020.

Additionally, in the case of the CEO, the base salary remains under the median market

level. Further, the remuneration required to attract and retain senior talent continues to

confirm the insight that the Long-Term Incentive levels for the Management Board are

below median.

GOVERNANCE / PAGE 47

REMUNERATION REPORT CONTINUED

OVERVIEW OF REMUNERATION

Below follows a detailed overview of the Management Board Remuneration Policy, its

application in 2021 and the outcome of variable pay targets. The table below is an

overview of the actual remuneration of the Management Board in 2021:

Fixed

Variable

€ in thousands

Year

Base salary

Fringe benefits

Pension1

Other items2

Short-term

incentive

Long-term

incentive3

Total

remuneration4

Ratio of fixed

to variable

remuneration

Harold Goddijn

2021

503

1

—

9

191

661

1,365

38% / 62%

2020

494

—

—

10

—

658

1,161

43% / 57%

Taco Titulaer

2021

414

2

84

9

126

383

1,018

50% / 50%

2020

406

—

81

10

—

364

862

58% / 42%

Alain De Taeye

2021

419

22

84

9

128

393

1,055

51% / 49%

2020

411

21

82

10

—

392

917

57% / 43%

1Gross pension allowance is determined as 20% of base salary minus the employer’s contribution to the pension plan as per 1 January. Taco Titulaer's employer contribution to his pension plan increased during

the year due to a change in his employer contribution percentage, based on age brackets, while his gross allowance stayed consistent for the full year. This resulted in the total pension contribution slightly

exceeding 20% of his base salary in 2021.

2Other items includes social security.

3Expenses recognized for stock compensation awards are determined in accordance with IFRS 2 and do not represent the amounts paid or payable to Management Board members. For additional information about

the stock compensation plans, including employee plans, refer to note 9 Stock compensation in the consolidated financial statements.

4Remuneration of the Management Board is directly paid by TomTom NV and not allocated to any of its subsidiaries.

BASE SALARY

The Supervisory Board, upon the recommendation of the Remuneration Committee,

determines the base salary for each of the members of the Management Board.

Benchmark data from peer group companies is used as a guide to the competitiveness of

the base salary. The internal ratio to total remuneration levels within the company is also

considered to ensure alignment throughout the organization.

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.

Fringe benefits

The Management Board members receive remuneration for items such as medical

insurance, death and disability insurance and car allowances. They also benefit from

Directors’ and officers’ liability insurance coverage. These benefits are in line with market

practice. The company does not provide loans, advanced payments or guarantees to

members of the Management Board.

Pension

The company’s pension plan is a Defined Contribution plan with age defined contribution

percentages and a salary cap at €112,189 in 2021. Employee contribution is fixed at 6.1%

of pensionable salary.

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.

Pension contributions for the Management Board are capped at 20% of gross annual base

salary.

APPLICATION AND OUTCOME

In 2021, the Management Board members’ salaries were assessed against the adjustments

for other employees and were adjusted by 1.9% in line with market movement for

employees in the Netherlands.

Harold Goddijn opted to waive his pension rights. Taco Titulaer’s pension is received as a

combination gross pension allowance and contributions to the company pension plan.

Alain de Taeye receives a gross pension allowance. Refer to the overview of actual

remuneration for pension amounts paid in 2021.

GOVERNANCE / PAGE 48

REMUNERATION REPORT CONTINUED

SHORT-TERM INCENTIVE

Management Board members participate in the short-term, annual incentive plan. The

Management Board and Employees short term incentive plans are aligned, however

measurements and targets for employees differ per segment. The annual incentive has an

at-target payout level of 80% of base salary for the CEO and 64% of base salary for other

members of the Management Board.

On an annual basis at the beginning of the year the Supervisory Board determines the

performance criteria (financial and/or other quantitative/qualitative criteria) for the

Management Board based on the company’s strategic agenda and sets challenging yet

realistic target levels for each performance criteria.

The performance criteria provide the framework for employee incentive schemes which

are cascaded down by the Management Board to the rest of the organization.

According to our policy, financial criteria may include, but are not limited to, one or more

of the following: (operational) revenue; (adjusted) EBITDA; EBITDA minus CAPEX; and free

cash flow. Once targets are set, they do not change during the year. Performance is

reviewed each quarter and the final assessment against the targets, 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 be made and

payout is capped at an outstanding level of performance, known as the maximum.

The performance assessment under the short-term incentive plan is based on an

evaluation of the past financial year. To determine the performance versus targets, the

reported results will be assessed and in case required adjusted for exceptional items.

The Remuneration Committee investigates, deliberates and determines the annual

incentive of each Management Board member. The Supervisory Board assesses whether

the outcome of the calculated payout is justified by the overall business performance and

considers its fairness in light of provision 2:135 sub 6 of the DCC. In preparation for that

assessment, the Chairs of the Remuneration Committee and the Audit Committee review

the final outcomes, including any quality of earnings elements and relevant aspects of

operational business performance.

APPLICATION AND OUTCOME

In 2021, as in recent years, the Supervisory Board chose to apply financial criteria only. The

possibility of including qualitative criteria, for instance such as ESG, was discussed.

However, it was concluded that the simplicity of focus on two financial criteria outweighed

the benefits of adding qualitative criteria in 2021.

The performance criteria for the 2021 short-term incentive plan were aligned with the

financial guidance given to the financial markets. The targets reflect the importance of

balancing targeted growth in key areas (Location Technology revenue) and overall

profitability (free cash flow).

The revenue metric is specific to Location Technology and excludes revenue from

Consumer. This metric is an indicator of the company's long-term strategic ambition in

the Location Technology market. It reflects how our customers value our products and

TomTom as a partner.

The free cash flow of the TomTom group, including the Consumer segment, is considered

as an appropriate indicator for profitability. Free cash flow is cash from operating

activities minus capital expenditure. This metric reflects the emphasis on the company's

financial stability and ensures that the company is well positioned for future key

investments.

In 2021 the performance targets, levels and relative weighting were set as follows:

Performance metric

Weighting

Minimum

performance

(0%)

Target 2021

(100%)

Maximum

performance

(150%)

Actual

achievement

Location Technology

revenue

50%

€420 million

€433 million

€450 million

0%

Free cash flow

50%

€16 million

€33 million

€41 million

96%

Location Technology revenue in 2021 did not reach the threshold set at the beginning of

the year. Our Enterprise business continues to perform solidly. But the recovery of our

Automotive business has lagged expectations because industrywide semiconductor supply

chain issues are hampering car production volumes.

Our free cash flow adjusted for exceptional working capital movements, met the lower

threshold as lower revenue was partly offset by lower spend.

The weighted achievement on the two performance metrics result in respectively 38%

award as % of base salary for the CEO and 30% for the other two board members.

The following table summarizes the performance of the Management Board and the

corresponding short-term incentive award based on the assessment of the plan:

€ in thousands

Base salary

Target % of

base salary

Weighted

achievement

performance

metrics

Actual award

2021

Harold Goddijn

503

80%

48%

191 (38%)

Taco Titulaer

414

64%

48%

126 (30%)

Alain De Taeye

419

64%

48%

128 (30%)

GOVERNANCE / PAGE 49

REMUNERATION REPORT CONTINUED

LONG-TERM INCENTIVE

TomTom’s Long-Term Incentive plan is based on restricted stock units (RSUs) which were

introduced in 2019. RSUs are a simple and transparent instrument with relatively

predictable grant outcomes for both recipients and shareholders. This predictability makes

RSUs a superior retention instrument for senior leadership. Hence, RSU's are a common

instrument in the international technology industry. Internal consistency is facilitated as

RSUs are also the prevalent Long-Term Incentive plan instrument for senior leadership

within TomTom.

RSUs build alignment with shareholders by enabling management and employees to build

up shareholdings in the company. The three-year vesting period, conditional on continued

employment, is followed by an extended two-year holding period. Vesting is not dependent

on performance conditions; this does not comply with best practice provision 3.1.2 v) of

the Code. The vesting of RSUs is not linked to predetermined and measurable performance

criteria, because the rapidly evolving technology market makes it very difficult to identify

and set meaningful long-term performance targets.

The Supervisory Board has the discretion to not award RSUs in case of exceptional market

or business circumstances (performance underpin). At the time of allocation, the

Remuneration Committee and Supervisory Board assess whether there are circumstances

that would justify adjusting the RSU grant. In addition to the overall financial performance

of the company, non-financial aspects are taken into consideration for example whether

there have been any major risk management failures, reputational issues or compliance

issues. Additionally, the external context and overall shareholder experience are

considered.

The RSU grant target value is 140% of base salary for the CEO and 100% for the other

Management Board members.

Share ownership requirements have been set to encourage further shareholding by

Management Board members. The shareholding requirements for the CEO are a minimum

of three times base salary, and for the other members of the Management Board the

requirements are a minimum of two times base salary.

The structure of the Long-Term Incentive plans, and details of movements in grants to the

Management Board, are detailed in the tables that follow. Refer to note 9 of the

consolidated financial statements for further information about the stock compensation

plans, including employee plans.

APPLICATION AND OUTCOME

The annual grants are set as a percentage of the fixed salary of the Management Board

and the following table provides an overview of the RSU allocation in 2021:

(€ in thousands)

Base salary

Target % of gross

annual salary

Value at grant

date1

Number of RSU

granted

Harold Goddijn

503

X

140%

/

7.96

=

88,420

Taco Titulaer

414

X

100%

/

7.96

=

51,950

Alain De Taeye

419

X

100%

/

7.96

=

52,630

1The number of RSUs granted is determined on the basis of the average of the closing prices of TomTom NV shares

in the 60 days preceding the grant date.

When considering the RSU allocation in April 2021, 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 award should be adjusted. Although the

semiconductor supply chain issues across the sector were hampering car production

volumes and impacted the company's performance in the short term, this was not

considered as exceptional market or business circumstances that would jeopardize

TomTom’s continuity in the longer term. TomTom continued to have a strong cash

position with no debt, and the resilience to maintain its course including investments in

value-creating R&D. There were also no risk management failures, reputation or

compliance issues - other factors that might have been relevant. Therefore, the

Remuneration Committee proposed to the Supervisory Board that there were no reasons

to withhold or reduce the 2021 RSU grant, and after due consideration and evaluation the

Supervisory Board approved this proposal.

GOVERNANCE / PAGE 50

REMUNERATION REPORT CONTINUED

Details of the restricted stock units of the Management Board:

Main plan conditions

Information regarding the reported financial year

Plan

Grant date

Vesting date

End of holding

period1

Opening

Movement during the year

Closing

At beginning of

the year

Granted

Vested

Total

outstanding at

end of the year

Subject to a

holding period1

Market value of

award at year-

end (€)2

Harold Goddijn

RSU 2019

3-May-19

3-May-22

3-May-24

87,630

—

—

87,630

—

—

RSU 2020

29-Apr-20

29-Apr-23

29-Apr-25

83,620

—

—

83,620

—

—

RSU 2021

29-Apr-21

29-Apr-24

29-Apr-26

—

88,420

—

88,420

—

—

Taco Titulaer

RSU 2019

3-May-19

3-May-22

3-May-24

51,480

—

—

51,480

—

—

RSU 2020

29-Apr-20

29-Apr-23

29-Apr-25

49,130

—

—

49,130

—

—

RSU 2021

29-Apr-21

29-Apr-24

29-Apr-26

—

51,950

—

51,950

—

—

Alain De Taeye

RSU 2019

3-May-19

3-May-22

3-May-24

52,160

—

—

52,160

—

—

RSU 2020

29-Apr-20

29-Apr-23

29-Apr-25

49,770

—

—

49,770

—

—

RSU 2021

29-Apr-21

29-Apr-24

29-Apr-26

—

52,630

—

52,630

—

—

373,790

193,000

—

566,790

—

—

1Once vested, RSUs are subject to a two-year holding period.

2The market value of an award at year-end is calculated using as the closing share price on 31 December 2021 of €9.11 multiplied by the number of vested outstanding units.

GOVERNANCE / PAGE 51

REMUNERATION REPORT CONTINUED

Details of the stock options of the Management Board:

Main plan conditions

Information regarding the reported financial year

Market value

of award at

year-end (€)2

Plan

Grant date1

Vesting date

Expiry date

Exercise price

(€)

Opening

Movement during the year

Closing

At beginning

of the year

Granted

Vested

Exercised

Total

outstanding

at end of the

year

Outstanding

and vested

Harold Goddijn

Option 2014

13-May-14

13-May-17

13-May-21

5.28

300,000

—

—

300,000

—

—

—

Option 2015

7-May-15

7-May-18

7-May-22

7.83

210,000

—

—

—

210,000

210,000

268,800

Option 2016

10-May-16

10-May-19

10-May-23

7.58

112,500

—

—

—

112,500

112,500

172,125

Option 2017

10-May-17

10-May-20

10-May-24

9.57

165,000

—

—

—

165,000

165,000

—

Option 2018

2-May-18

2-May-21

2-May-25

8.13

201,500

—

201,500

—

201,500

201,500

197,470

Taco Titulaer

Option 2014

13-May-14

13-May-17

13-May-21

5.28

34,600

—

—

34,600

—

—

—

Option 2015

7-May-15

7-May-18

7-May-22

7.83

39,200

—

—

—

39,200

39,200

50,176

Option 2016

10-May-16

10-May-19

10-May-23

7.58

48,500

—

—

—

48,500

48,500

74,205

Option 2017

10-May-17

10-May-20

10-May-24

9.57

85,000

—

—

—

85,000

85,000

—

Option 2018

2-May-18

2-May-21

2-May-25

8.13

102,800

—

102,800

—

102,800

102,800

100,744

Alain De Taeye

Option 2014

13-May-14

13-May-17

13-May-21

4.93

150,000

—

—

150,000

—

—

—

Option 2015

7-May-15

7-May-18

7-May-22

7.83

110,000

—

—

—

110,000

110,000

140,800

Option 2016

10-May-16

10-May-19

10-May-23

7.58

56,500

—

—

—

56,500

56,500

86,445

Option 2017

10-May-17

10-May-20

10-May-24

9.57

100,000

—

—

—

100,000

100,000

—

Option 2018

2-May-18

2-May-21

2-May-25

8.13

120,000

—

120,000

—

120,000

120,000

117,600

1,835,600

—

424,300

484,600

1,351,000

1,351,000

1RSUs were introduced in 2019. There has been no grant of stock options to Management Board members since 2018.

2The market value of an award at year-end is calculated as the closing share price on 31 December 2021 of €9.11, less the strike price to be paid, multiplied by the number of vested outstanding options that are in-the-money. All options that

have a strike price higher than the year-end share price are considered to be out-of-the-money at 31 December 2021 and are assumed to have no market value.

GOVERNANCE / PAGE 52

REMUNERATION REPORT CONTINUED

Share ownership guidelines and holdings requirement

Under the TomTom share ownership guidelines, introduced as part of the policy changes in

2019, members of the Management Board must build up and own a minimum number of

TomTom N.V. shares. The shareholding requirements for the CEO are a minimum of three

times base salary, and for the other members of the Management Board a minimum of

two times base salary. These guidelines are designed to further align the interest of the

members of the Management Board with the interests of its shareholders.

Board member

Share

ownership

guidelines

Current

shareholding

(number of shares)

Current value

of shares (€ in

thousands)

Base salary (€

in thousands)

Number of times

base salary

Harold Goddijn

3x base salary

15,323,608

139,598

503

278x

Taco Titulaer1

2x base salary

—

—

414

—

Alain De Taeye

2x base salary

311,736

2,840

419

7x

1Taco Titulaer will start building his share ownership position when the first RSUs vest in 2022.

Target compensation mix

The Remuneration Committee believes that the target compensation mix of Management

Board members aligns with the long-term interests of shareholders. The chart below

illustrates the target pay that is at risk for the respective Management Board member

represented as percentage of the total potential compensation package designed to

reward based on company performance.

Outlook

After having considered the economic market circumstances and Dutch and European

governance context, as well as stakeholders' feedback, no adjustments to the

Remuneration Policy are proposed for implementation in 2022.

The base salary levels will be increased in line with the average annual increase in fixed

salary of the employees of the company based in the Netherlands, as described in the

Remuneration Policy, which is 3,7%.

For the 2022 short-term incentive schemes, the Remuneration Committee and the

Supervisory Board will further assess possibilities of including a non-financial ESG target to

the short-term incentives performance metrics.

No changes are anticipated for the 2022 Long-Term Incentive scheme.

FOR MORE INFORMATION

Management Board Remuneration

GOVERNANCE / PAGE 53

REMUNERATION REPORT CONTINUED

COMPARATIVE INFORMATION

For the purpose of reviewing the five-year development of Management Board

remuneration and company performance, the Remuneration Committee has decided to

take the metrics of Location Technology revenue, group free cash flow generation and the

year-end share price as appropriate measures of company performance.

The following table shows the remuneration and company performance over the last five

reported years:

Management Board remuneration1

€ in thousands

2017

2018

2019

2020

2021

Harold Goddijn

1,389

1,579

1,551

1,151

1,356

Taco Titulaer

786

975

1,095

852

1,009

Alain De Taeye

1,036

1,183

1,172

907

1,046

Total

3,211

3,736

3,819

2,910

3,411

Average remuneration1 per FTE

€ in thousands

2017

2018

2019

2020

2021

Global employees

56

55

57

57

60

Company performance measures

€ in millions, unless stated otherwise

2017

2018

2019

2020

2021

Location Technology revenue

333

372

426

392

394

Free cash flow2

68

145

70

-26

24

Share price (€)3

9.78

7.90

9.42

8.44

9.11

1Excluding the cost of social security.

2Free cash flow includes cash flows relating to the Telematics segment up to 31 March 2019, the effective date of

sale.

3Share price as of 31 December.

The information is represented in the following table in a comparative form where the

annual development is expressed as a percentage compared with the immediately

preceding year:

Management Board remuneration1

as % compared to previous year

2017 v 2016

2018 v 2017

2019 v 2018

2020 v 2019

2021 v 2020

Harold Goddijn

39%

14%

-2%

-26%

18%

Taco Titulaer

57%

24%

12%

-22%

18%

Alain De Taeye

34%

14%

-1%

-23%

15%

Total

41%

16%

2%

-24%

17%

Average remuneration1

per FTE

2017 v 2016

2018 v 2017

2019 v 2018

2020 v 2019

2021 v 2020

Global employees

7%

-2%

5%

0%

5%

Company performance measures

as % compared to previous year

2017 v 2016

2018 v 2017

2019 v 2018

2020 v 2019

2021 v 2020

Location Technology revenue

24%

12%

14%

-8%

0%

Free cash flow2

155%

112%

-52%

-138%

192%

Share price

33%

-19%

19%

-10%

8%

1Excluding the cost of social security.

2Free cash flow includes cash flows relating to the Telematics segment up to 31 March 2019, the effective date of

sale.

In the period 2017 - 2019 the company performance showed an overall positive trend. The

years 2020 and 2021 were impacted by respectively COVID-19 and global semiconductor

shortages impacting especially our Automotive revenue and free cash flow generation. The

total remuneration of the Management Board developed in line with this. The

remuneration per employee remained relatively stable over this period, as the change in

the mix of our workforce offset the increase in remuneration for individual employees.

In 2021, the Management Board remuneration increased as a result of a bonus payout as

further explained in the section detailing short-term incentives. The average remuneration

for global employees increased as result of increases in employee remuneration as well as

a slightly higher bonus related to 2021.

DEVIATION FROM REMUNERATION POLICY

The Remuneration Committee did not deviate from its decision-making process in relation

to the implementation of the Remuneration Policy nor derogate from clauses 6 up to and

including 11 of the policy. However, the outcome of the benchmark performed in 2020

indicated 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.

GOVERNANCE / PAGE 54

REMUNERATION REPORT CONTINUED

REMUNERATION OF THE SUPERVISORY BOARD

This section provides an overview of the Remuneration Policy for TomTom’s Supervisory

Board. This Remuneration Policy was adopted by the General Meeting in 2020.

The objective of the Remuneration Policy for the Supervisory Board is to provide

remuneration in a manner that:

•qualified and expert persons can be recruited and retained as members of the

Supervisory Board with the right balance of personal skills, competences and experience

required to oversee the (execution of the) company’s strategy and performance;

•intends to reward Supervisory Board members for utilizing their skills and competences

to the maximum extent possible to execute the tasks delegated to them including but

not limited to tasks and responsibilities imposed by the Dutch Civil Code, Dutch

Corporate Governance Code and the Articles of Association;

•as guiding principle, should reflect the median of the AEX pay practice for comparable

roles; and

•reflects the company’s size and complexity, as well as the responsibilities of the role and

the time spent.

OVERVIEW OF REMUNERATION

Given the nature of the responsibilities of the Supervisory Board as an independent body,

remuneration of the Supervisory Board is not tied to the performance of the company and

only comprises fixed remuneration, delivered in cash.

In addition to a fixed fee, the members of the Supervisory Board are provided with a

committee fee and intercontinental travel compensation. Other than the introduction of

the intercontinental travel compensation in 2019, the Supervisory Board fees have not

changed over the last ten years. 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 2021 are as follows:

(€)

Chairman

Member

Supervisory Board

50,000

40,000

Audit Committee

10,000

7,000

Remuneration Committee

7,000

4,000

Selection and Appointment Committee

7,000

4,000

Intercontinental travel allowance

3,000

Members of the Supervisory Board are not authorized to receive any payments under the

company’s pension or variable pay schemes or under any Long-Term Incentive plan. No

shares or rights to shares were granted to a Supervisory Board member by way of

remuneration. At present, none of the Supervisory Board members own any shares in the

company. Members of the Supervisory Board are not entitled to any benefits upon the

termination of their appointment and no loans are made to any members of the

Supervisory Board.

Outlook

No adjustments to the Remuneration Policy for the Supervisory Board are proposed for

implementation in 2022.

APPLICATION AND OUTCOME

The following table provides an overview of the actual remuneration of the Supervisory

Board in 2021 and prior years:

(€)

2021

2020

2019

2018

2017

Derk Haank1

61,000

64,733

56,000

13,000

—

Jacqueline Tammenoms Bakker

51,000

51,000

51,000

51,000

51,000

Jack de Kreij

50,000

50,000

50,000

50,000

49,050

Michael Rhodin2

53,000

50,602

62,000

47,649

47,000

Hala Zeine

47,000

10,183

—

—

—

Karien van Gennip

8,000

—

—

—

—

Previous members

—

12,664

74,000

108,450

118,332

Total

270,000

239,182

293,000

270,099

265,382

1Derk Haank was appointed as the Chairman of the Supervisory Board at the Annual General Meeting on 17 April

2019, and temporarily joined the Audit Committee in 2020, impacting his remuneration.

2Michael Rhodin is eligible for intercontinental travel allowance.

FOR MORE INFORMATION

Supervisory Board Remuneration

GOVERNANCE / PAGE 55

REMUNERATION REPORT CONTINUED

STAKEHOLDER ENGAGEMENT AND GOVERNANCE

The perspectives of TomTom stakeholders and the overall social and business context are

taken into consideration by the Remuneration Committee when developing and reviewing

the Remuneration Policy for TomTom’s Management Board and the Remuneration Policy

for TomTom's Supervisory Board. The Remuneration Committee is committed to

continuously improving the dialogue and transparency regarding Management Board

remuneration. As with all diverse interests and perspectives, opinions will differ, but

TomTom endeavors to consider as many as possible.

Works Council

Both the Management Board and the Supervisory Board have an open relationship with

the Dutch Works Council. Members of the Works Council have the opportunity to raise and

discuss matters, including the Remuneration Policies and its application or any other

matter that requires attention, both within and outside the regular meeting schedule (bi-

annually with the Supervisory Board and quarterly with management).

Shareholders

Input provided directly by shareholders and remuneration voting outcomes are always

considered carefully by the Supervisory Board.

Investor organizations/proxy advisors

In 2021, the Remuneration Committee continued its engagement with representatives of

several stakeholders (VEB, Eumedion) and proxy advisors (ISS) to facilitate a transparent

and constructive dialogue about Management Board remuneration. The feedback of these

three stakeholders was generally similar.

In relation to the Remuneration Report, the recommendation were:

i) include greater disclosure on the thresholds of the STI targets (Eumedion, VEB); and

ii) explain whether TomTom intends to change the Management Board Remuneration

Policy or its application since the total compensation including LTI is below median

compared to the peer group benchmark (Eumedion).

With regards to i) disclosures have been made on the thresholds of STI targets (ex-post).

With regards to ii), the Supervisory Board and Remuneration Committee annually review

the appropriateness and the application of the Remuneration Policy, taking into account

the external peer group benchmark and increasing LTI required to attract and retain

senior management. Even though no changes to - the application of - the Remuneration

Policy are proposed for 2022, adjustments may be necessary in the future.

Concerns were also raised. Firstly, all three stakeholders again addressed the absence of

specific performance underpin conditions for the RSUs. The Supervisory Board continues

to consider whether adjusting the current underpin (“exceptional market or business

circumstances”) needs to be changed to take account of stakeholder concerns. However, it

is exactly the difficulty of identifying performance conditions that led the Company

towards RSUs as LTI instrument. Also, the Supervisory Board considers that the current

broad formulation of the underpin gives it every necessary scope to prevent LTI payment

if this should be inappropriate. No change is therefore foreseen.

Secondly, Eumedion and ISS noted the absence of non-financial performance metrics in

the STI targets. TomTom has made good progress in reporting on its ESG activities, as

described in the Environment, Social and Governance section. In 2022, TomTom will

continue assessing its ESG impact and footprint, perform materiality assessments and

align its strategy accordingly. The Remuneration Committee and the Supervisory Board

will further assess possibilities of including a non-financial ESG target to the short-term

incentives performance metrics in 2022.

Public perception

The Supervisory Board follows the societal implications of general remuneration trends

and perspectives globally and locally. In general, Management Board remuneration at

TomTom is not a publicly debated topic.

Shareholder Rights Directive II

This Remuneration Report aims to meet the reporting requirements defined by article

2:135b of the DCC, implementing the EU Shareholder Rights Directive II (SRD II). One of the

key objectives of the SRD II is to provide greater transparency for company stakeholders.

Transparency has always been important at TomTom; initiatives like the SRD II and its

implementation into Dutch law are welcome.

In accordance with article 2:135a sub 2 of the DCC and article 2:145 sub 2 of the DCC, the

Supervisory Board proposes for adoption the Remuneration Policy for TomTom’s

Management Board respectively Supervisory Board to the General Meeting of Shareholders

once every four-year period, the next time at the 2024 Annual General Meeting (AGM). The

decision to adopt the Remuneration Policies require at least 75% of the cast votes in

favor. Our Remuneration Policy for the Management Board was approved at our 2020 AGM

with 80.18% votes cast in favor. Our Remuneration Policy for the Supervisory Board was

approved with 99.94% votes cast in favor.

AGM 2021 Voting Item

AGM 2020 Voting Item

AGM 2020 Voting Item

AGM 2020 Voting Item

Remuneration

in the financial

year 2020

Remuneration

in the financial

year 2019

Adjustment of

the Remuneration

Policy for the

Management Board

Adjustment of

the Remuneration

Policy for the

Supervisory Board

Votes

86,245,711

87,756,952

87,756,952

87,745,938

For

Against

GOVERNANCE / PAGE 56

REMUNERATION REPORT CONTINUED

This Remuneration Report describes the process which has been followed by the

Remuneration Committee in relation to the implementation of the Remuneration Policies

over the given financial year, and, if applicable, any proposed revision of the Remuneration

Policies.

Every year, the implementation of the Remuneration Policies, through the Remuneration

Report, is put forward for an advisory vote to the AGM (in line with article 2:135b sub 2 of

DCC). At our 2021 AGM, 94% votes cast in favor for our 2020 Remuneration Report.

Revision and claw back of variable pay

The claw back provision as reflected in the Remuneration Policy is in accordance with

Dutch law and forms an integral part of Management Board members’ employment. The

Supervisory Board can revise the amount of the variable pay to an appropriate amount if

payment of the bonus would be unacceptable according to standards of reasonableness

and fairness.

In addition, the Supervisory Board is entitled, at its discretion, to recover on behalf of the

company any variable pay awarded on the basis of incorrect financial data or other data

underlying the bonus or about the circumstances that the bonus was made subject to.

This right of recovery exists irrespective of whether the Management Board member has

been responsible for the incorrect financial data or other data, or was aware or should

have been aware of this incorrectness. No variable remuneration was clawed-back in 2021.

Change of control

In case of a change of control, the Supervisory Board may determine that any Long-Term

Incentives, granted to a Management Board member, shall be (deemed to be) vested, and

exercisable if applicable, immediately prior to and conditional upon such change of control,

or during such period after the change of control as the Supervisory Board may specify.

Failing exercise in such change of control event, previously granted stock options will lapse.

Severance compensation

In the event that a Management Board member’s employment is terminated by, or on the

initiative of, the company, the Management Board member is entitled to a severance

payment limited to 50% of one year’s base salary, unless a higher statutory severance

compensation applies.

These terms will not apply if the Management Board member’s employment is terminated

for any reason as set out in articles 7:677 (1) and 7:678 of the DCC. In such situations, the

Management Board member will not be entitled to any severance compensation. A

member of the Management Board will not be entitled to severance compensation if

employment is terminated by himself, or on his own initiative.

GOVERNANCE / PAGE 57

REMUNERATION REPORT CONTINUED

Achieving smart innovative

agility through sound risk management

and internal control

Risk management is integral to TomTom’s strategy and to the achievement of our long-

term goals. Our success as an organization depends on our ability to develop the right

products and identify and exploit the opportunities generated by our business and the

markets we are in.

TomTom’s risk management approach is designed to identify and evaluate opportunities

and risks as early as possible and to take appropriate measures in order to seize

opportunities and limit business losses. The aim is to manage risks that pose a threat to

TomTom’s future and to strengthen our ability to create long-term value. Our approach is

based on criteria of the Committee of Sponsoring Organizations of the Treadway

Commission (COSO).

ESTABLISH A STRONG RISK MANAGEMENT ENVIRONMENT

TomTom aims to establish a strong risk management environment. Our risk management

framework is designed to identify and address the strategic risks related to the

development of new products and our core markets as well as our operational, financial,

legal and compliance risks.

Assurance on the effectiveness of controls is obtained through, among others,

management reviews, monitoring dashboards, self-assessments, internal audits and

testing of certain aspects of our internal financial control systems.

Our systems are designed to manage, rather than eliminate, the risk that we fail to

achieve our business objectives and can provide reasonable, but not absolute, assurance

against financial loss or material misstatements in the financial statements. The key

features of our systems of Internal Control are:

•Defined lines of accountability and delegation of authority

•Comparison reports with analysis on actuals, budgets and forecasts

•Assurance that the appropriate infrastructure, controls, policies, procedures, systems

and people are in place throughout the business

•Organizational design that supports business objectives and a culture that encourages

open and transparent communication

•A Code of Conduct accessible to all staff via the intranet together with whistleblowing

(Open Ears Procedure) facilities

•Financial shared service center with a centralized Enterprise Resource Planning (ERP)

environment which allows us to apply a consistent level of control throughout all regions

•Centralized Treasury operations that manage cash balances and exposure to credit

default and currency risks through Treasury policies, risk limits and monitoring

procedures

Reviews of the internal risk management and control systems were discussed quarterly

with the Audit Committee and Supervisory Board and no major failings have been

identified. The Management Board concluded that the systems continue to provide

reasonable assurance that the financial statements do not contain material

misstatements and that no material changes to the control framework were required.

DEFINE RISK APPETITE

Our willingness to assume calculated risks and uncertainties (the risk appetite) differs for

each category. Our risk appetite is determined by considering the opportunity in relation

to the potential threats to achieving our strategic objectives. The level of the company’s

risk appetite gives guidance as to what detailed level TomTom will take measures to

control such uncertainties.

The Risk Overview table highlights the appetite and the potential impact on the group’s

strategic, financial, legal and compliance and operational objectives if one or more of the

main risks were to materialize. This is done by estimating the total impact of an event

given that it occurred, with a 90% confidence interval. The likelihood of a risk occurring is

also disclosed. The risk severities shown relate to residual risk. This means that the risks

are described after taking the risk response into consideration.

ASSESS RISKS AND RISK RESPONSE

Strategic risks and opportunities are analyzed regularly as we review the product roadmap

of our core technologies whereby critical developments are monitored continuously over

the year. This process is facilitated by our Product Office department. The operational,

financial, legal and compliance risks are monitored by our corporate risk management

function. The corporate risk management function meets regularly with the Product

Office to ensure overall alignment and information sharing.

GOVERNANCE / PAGE 58

RISK MANAGEMENT AND CONTROL

When taking decisions, our risk management function considers its risk appetite and seeks

to manage risks consistently with the risk appetite. The identified risks and mitigating

actions are expanded and cascaded to specific units. Trends on impact and likelihood are

monitored over the year. 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 input to our annual budgets and longer-term planning.

REPORT ON RISKS AND RISK TRENDS

The Audit Committee and the Supervisory Board fulfill their oversight responsibilities in

relation to risk reporting and trend monitoring. The group risk process and the outcome

thereof as well as internal audits, external audits and management self-assessment on

controls are reported to and discussed by the Audit Committee.

The following overview of the group risk profile reflects the risks that we believe are the

most relevant to the achievement of our strategy, with a time horizon of at least 12

months. The sequence of risks does not reflect an order of importance, vulnerability or

materiality. This overview is not exhaustive as there may be risks not yet known to us or

which are currently not deemed to be material. The overview should be considered in

connection with the forward-looking statements.

TomTom also highlights the increasing importance of risk management to identify, detect,

and respond to cyber security and data privacy related incidents. In 2021 we continued our

investments to address this risk and the root causes in terms of strengthening our

security culture and governance.

TomTom has considered climate risk, both the risk related to the transition to a lower-

carbon economy as well as the risk related to the physical impact of climate change.

Though we are committed to conducting sustainable business practices and are

continually increasing our efforts to identify and minimize our impact on the environment,

we feel that given the nature of our business, climate risk is currently not one of our most

important risks in relation to achieving our strategy. There could however be some climate

mitigating opportunities as some of our products (e.g. traffic, EV routing range and ADAS)

are enablers for others to reduce emissions. We will continue to assess the climate risk and

opportunities on an ongoing basis.

Category

Risk

Appetite

Impact

Likelihood

Strategic

Failure to grow our

Location Technology

business

Strategy

Reputation damage

These risks are mainly

external, associated

with our operating

environment and

typically managed

through our strategy

Failure to improve our

mapmaking process

Financial

Unfavorable

movements in foreign

currencies

Legal and

compliance

Intellectual property

claims

Customer privacy and

changing regulatory

requirements

Information security

risk

These risks are mainly

internal, associated

with our processes,

people and systems and

are typically managed

through proactive

internal controls

Operational

Inability to attract,

develop and retain

talent

Unavailability of

connected services

Supply chain disruption

Failure to recover from

a disaster

Impact of COVID-19

Operations

High

N

New risk

Medium

U

Unchanged risk

Low

I

Increased risk

D

Decreased risk

GOVERNANCE / PAGE 59

RISK MANAGEMENT AND CONTROL CONTINUED

STRATEGIC

Risk

Trend

Description

Impact

Response

Failure to grow our

Location Technology

business

I

Although demand for vehicle-based as well as personal

device Location Technology remains strong, we are in a

market with continuously changing market needs and

technology developments. We might be unable to pursue

new opportunities and may lose market share versus

competition. Also, new map and navigation providers are

entering the location technology market, which will

increase the level of competition we face.

There could be additional operational and technical

challenges (successful development of new products and

investing in the right technologies) in growing our

Location Technology business and generate cash over the

longer term in such a rapidly evolving environment. If we

are unsuccessful in maintaining and growing a profitable

business, our financial condition, operational result and

liquidity may be materially adversely affected.

We believe TomTom is well positioned to address the

future needs of our customers and to successfully pursue

Automotive and Enterprise opportunities. We are focused

on cementing our position as a leading location

technology specialist. With our technological innovation,

we continuously develop new product and service

offerings in the area of location based technologies like

fleet-based applications, EV services, ISA and a digital

cockpit. We believe these and other innovations will allow

us to remain competitive.

Reputation damage

U

All our products and services are brought to market under

one brand. This leads to brand concentration risk. Brand

value can be severely damaged, even by isolated incidents

affecting the reputation of our business or our products

and services.

Some of these incidents may be beyond our ability to

control and can erode customer confidence in our

products or services. Factors that negatively affect our

reputation or brand image, such as adverse consumer

publicity, not meeting service level agreements, inferior

product quality or late delivery of customer

commitments, could have a material adverse effect on

our financial condition and results of operation.

TomTom has a process in place that reviews each new

opportunity and monitors whether we can deliver upon

the customers’ expectations. Next, we employ a rigorous

quality management process for our products and

services before they are launched. Also, internal policies,

governance teams and our Code of Conduct are designed

to further mitigate the risk of incidents that could result

in reputation or brand damage. Lastly, TomTom’s

Customer Care department aims to provide quality,

responsive customer service and proactively monitors

various digital platforms for customer feedback and

issues.

Failure to improve

our mapmaking

process

U

The competitive environment requires continuous

investment in new technology for creating and updating

map databases. All our map content needs to be

constantly updated for changes in the environment and

we are constantly adding new geographies and attributes

to our map database to enable us to meet the needs of

existing and new customers, bring out new products and

expand into new markets.

If we are unable to innovate sufficiently to compete with

other global map providers in terms of quality, costs,

coverage and cycle times and to modernize our map

creation, maintenance and delivery platforms, our map-

based business may be materially adversely affected.

We aim to continuously improve our overall mapmaking

process and become smarter and more efficient which is

evidenced amongst others by investments in our Content

Production Platform as well as partnerships we have

established with amongst others our customers to

further develop our content base.

FINANCIAL

Risk

Trend

Description

Impact

Response

Unfavorable

movements in

foreign currencies

U

The group operates internationally and conducts business

in multiple currencies. Revenue is earned in EUR, USD and

other currencies, and does not necessarily match cost of

sales and other costs which are largely in EUR, USD and

PLN and to a lesser extent in other currencies.

Foreign currency exposures on commercial transactions

relate mainly to estimated purchases and sales

transactions that are denominated in currencies other

than our reporting currency (EUR).

Unfavorable foreign currency movements will have a

negative impact on our profitability.

We manage foreign currency transaction risk mainly

through forward contracts to cover forecasted net

exposures. All such transactions are carried out within the

guidelines set by our Corporate Treasury Policy, with

appropriate risk limits and controls defined. Furthermore,

we try to temper any negative foreign currency effect by

conscious and calculated pricing of TomTom products and

services to combat the negative impact of the exchange

rate movement. Note 28 of the consolidated financial

statements provides further information on other

financial risks.

GOVERNANCE / PAGE 60

RISK MANAGEMENT AND CONTROL CONTINUED

LEGAL AND COMPLIANCE

Risk

Trend

Description

Impact

Response

Intellectual property

claims

U

We rely on a combination of trademarks, trade names,

patents, confidentiality and non-disclosure agreements,

copyrights and design rights, to defend and protect our

trade secrets and the intellectual property in our

expanding range of products. We may be faced with

claims that we have infringed in the intellectual property

rights or patents of others.

Should claims be asserted against us, these may result in

us being ordered to pay substantial damages or forced to

stop or delay the development, manufacturing or sale of

infringing products. Any such outcome could have a

material adverse effect on our financial condition, results

of operations and liquidity. Furthermore, even if we were

to prevail, any litigation could be costly and time-

consuming.

We have a dedicated Intellectual Property team

responsible for the protection of our products and

services against unauthorized use by third parties. By

investing in R&D and obtaining and enforcing intellectual

property rights, such as patents and trademarks (see

section How We Create Value), 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).

Customer privacy

and changing

regulatory

requirements

U

We provide location-based products and services to

individual customers. As there is growing public

awareness and increased scrutiny by regulatory

authorities, this means that compliance with privacy

regulations and customer expectations is increasingly

important in maintaining our competitive position. Next

to this, various governments across the globe have

implemented or are in the process of implementing

legislation allowing law enforcement and intelligence

services bodies direct access to data held by businesses.

Depending on country and cultural background, this could

raise additional concerns regarding the use of our

products and services.

Our reputation and brand may suffer and regulatory

sanctions may be imposed if we fail to comply with

privacy laws and regulations or otherwise fail to meet our

customers’ expectations in relation to privacy matters or

any other regulations.

Inherent in the design and operations of our products and

services we apply ‘privacy by design’ to ensure that our

Privacy Principles, as well as obligations from applicable

privacy laws and regulations, are structurally adhered to

in the design of our products and services and throughout

our operations. Refer to section Privacy and Data

Governance for more information.

Next to that, we have invested further in our Compliance

Management Framework and strengthened ownership as

well as reporting and communication thereof.

Information security

risk

I

Our business operations and reputation are substantially

dependent on our ability to maintain confidentiality,

integrity and availability of information regarding

customers, employees, suppliers, proprietary technologies,

intellectual property and business processes.

Additionally, the volume and sophistication of information

security (‘cybersecurity’) threats as well as regulatory

requirements continue to grow.

The inadvertent disclosure of confidential information,

unauthorized access to our systems and networks,

defective products and sanctions potentially imposed by

regulators could adversely affect our business, our

reputation and could have a material adverse effect on

our financial conditions, results of operations and

liquidity.

We continue to expand and improve our information

security governance, controls, processes and tools in our

engineering, operations and products using a risk-based

approach, based on ISO information security standards. In

2021 we further increased the capacity of the

information security team, which helps to continuously

update our defenses in a changing environment.

GOVERNANCE / PAGE 61

RISK MANAGEMENT AND CONTROL CONTINUED

OPERATIONAL

Risk

Trend

Description

Impact

Response

Inability to attract,

develop and retain

talent

I

Our markets are characterized by rapid technological

change, which challenges us to deliver highly competitive

products and services on an ongoing basis. In order to be

a market leader in our industry, we need to have talented

people working effectively together.

We aim to employ highly talented people in our

organization, which enables us to create and deliver

highly innovative products and services to our customers.

If we are unable to attract, develop and retain the right

people, our ability to operate our business successfully

could be significantly impaired.

In our ambition to be the employer of choice in

technology, our rigorous recruitment process aims to

attract the best talents. We monitor the organizational

health of the company and have programs in place to

retain and keep employees engaged.

We are constantly analyzing market trends so we can

adapt quickly and attract the best people in the market.

In 2021 we have continued our efforts following the

extended COVID-19 situation to invest in our workforce

and ensure strong communication and remain the

employer of choice in order to attract and retain the

talent we need. Also, we carefully considered our long-

term strategy in relation to working from home to create

the most optimal balance for our workforce. Refer to

section People and Culture for more information.

Unavailability of

connected services

U

We provide a variety of customer-facing connected

services on a 24/7 basis. These include live traffic

information, location-based services and sales via our

website.

To provide these services to our customers we rely on our

own, as well as outsourced, information technology,

telecommunications and other infrastructure systems.

A significant disruption to the availability of these

systems could cause interruptions in our service 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 results of operations.

Revenue generating and customer facing services are

running with tier-1 cloud providers, where we make use of

the cloud provider native infrastructure resiliency such as

availability zones and multi-region deployments. Any

remaining on-premise network infrastructure

dependencies are being addressed in consultation with

our customers. In addition, we continue to invest in

industry standard observability and site reliability

engineering best practices to further improve the online

availability of our products.

Supply chain

disruption

N

Both ourselves and our customers are impacted by global

supply chain issues. Demand on international

semiconductor markets is currently at an all-time high

level, the supply situation for electronic chips has become

increasingly tense, affecting the availability of

semiconductor components required for vehicle

production.

Should the situation continue or deteriorate even further,

and significant supply bottlenecks continue to occur, it

cannot be ruled out that this will have an adverse impact

on our Automotive revenues.

TomTom is monitoring the situation and is proactively

communicating with key Automotive customers. Our

Automotive customers are monitoring the situation

closely and work closely with their suppliers to ensure

sufficient supply especially in the area of semiconductors

used in vehicle manufacturing.

Failure to recover

from a disaster

U

Unforeseen business disruptions could affect our service

to customers and cause loss of, or delays in TomTom’s

critical business systems, our research and development

work and/or product shipments.

Any permanent or temporary loss of critical systems

could result in reputational damage, loss of revenue and

liabilities with our clients. In the case of a catastrophic

disaster, our company’s success rests on our ability to

restore our critical data and rebuild our IT business

systems.

We have business continuity and disaster recovery

planning in place for business-critical systems and various

eventualities. However, we are unable to plan for every

possible disaster or incident. A major failure of a business-

critical system from which we are not able to quickly

recover, could have a material adverse effect on our

financial condition, results of operations and liquidity.

Impact of COVID-19

D

The COVID-19 outbreak and its continuous disruptive

effects on society and the economy can negatively effect

our Automotive and Consumer business. While

governments rolled out their vaccination programs and

both companies and society have adapted, the scale and

duration of the pandemic remain uncertain.

While the impact in the current year has decreased versus

the impact in 2020, this pandemic may further negatively

impact our future revenue (e.g. due to lower car sales,

impact on supply chain and slow-down in Consumer

demand), results, cash flow from operations, and the

valuation of assets as well as our workforce.

TomTom has a strong cash position and we continue to

execute upon our strategy and invest in our mapmaking

platform, connected navigation product and our Maps

APIs, laying the foundations for future success together

with our people. Ultimately, we continue to monitor

macroeconomic conditions to remain flexible and to

optimize and evolve our business as appropriate.

GOVERNANCE / PAGE 62

RISK MANAGEMENT AND CONTROL CONTINUED

Delivering consistent

and transparent reporting

We engage and maintain an open dialogue with

investors and analysts and have an extensive

communication program, which includes the General

Meeting, roadshows, investor conferences, webcasts

and in-house meetings. Related events are reported and

regularly updated on our Investor Relations website.

TomTom strictly adheres to applicable rules and legislation

on fair disclosure. Our goal is to inform investors about the

company and its management, strategy, goals and

expectations in a transparent, timely and consistent manner.

Contact with (potential) shareholders and analysts are at all

times conducted in compliance with applicable rules and

regulations, in particular those concerning market abuse,

inside information and equal treatment.

For more information, please see Policy on bilateral and other

contacts with shareholders on TomTom’s corporate website.

The company’s Investor Relations website contains up-to-

date financial information about TomTom. Investors and

analysts are encouraged to visit the Investor Relations

website regularly for detailed and up-to-date coverage of the

share price, shareholder meetings, quarterly and annual

results, press releases, presentations, webcasts and investor

relations-related events.

CLOSED PERIOD

During a closed period prior to the publication of the

quarterly results, we do not engage in discussions with

analysts, investors and financial journalists or make

presentations at investor conferences.

FINANCIAL CALENDAR 2022

Our financial calendar can be found on our investor relations

website. The scheduled dates for earnings releases are as

follows:

Date

Event

4 February 2022

Publication Q4 and FY 2021 results

14 April 2022

Publication Q1 2022 results

14 April 2022

Annual General Meeting

15 July 2022

Publication Q2 2022 results

14 October 2022

Publication Q3 2022 results

DIVIDEND POLICY

TomTom’s dividend policy is not to distribute dividends. The

company gives priority to increasing technology investments

to strengthen its capabilities and competitive position. The

company believes that allocating its cash resources to these

priorities serves shareholders’ interests and the company’s

objective of long-term value creation.

SHAREHOLDER STRUCTURE

An overview of the company’s shareholders with a holding

(voting rights) of 3% or more of the issued capital can be

found in the Corporate Governance section.

The following table shows the company’s ordinary

shareholder structure as at 31 December 2021:

# shares

% of total

Harold Goddijn

15,323,608

11.6%

Corinne Vigreux

14,964,216

11.3%

Peter-Frans Pauwels

14,702,531

11.1%

Pieter Geelen

14,140,030

10.7%

Total founders

59,130,385

44.7%

Free float

67,819,165

51.2%

Treasury shares1

5,417,122

4.1%

Total shares outstanding

132,366,672

100%

1Treasury shares are related to the share buyback program completed in

2021.

LISTING

TomTom NV shares are traded on Euronext Amsterdam in

the Netherlands under the symbol TOM2. The company is

included in the Amsterdam Small Cap Index (AScX).

SHARE PRICE

The graph below shows TomTom’s share price development

during 2021.

GOVERNANCE / PAGE 63

INVESTOR RELATIONS

Management Board statements

The Management Board report (consisting of pages 3 up to

and including 35, and page 58 up to and including 65), and

such parts of the financial statements as referred to in the

Management Board report, comprise the ‘Bestuursverslag’

within the meaning of article 2:391 of the DCC.

IN CONTROL AND RESPONSIBILITY

STATEMENT

The Management Board states, in accordance with best

practice provision 1.4.3 of the Code, that:

•the Management Board report provides sufficient insight

into any important deficiencies in the effectiveness of the

internal risk management and control systems that may

have been detected during the 2021 financial year and no

major failings have been detected;

•the risk management and control systems provide a

reasonable assurance that the 2021 financial statements

do not contain any errors of material importance. Details

are set out in the section Risk management and control;

•based on TomTom’s current state of affairs, it is justified

that the financial reporting is prepared on a going concern

basis. This is based upon the strong cash position and the

expected medium and long term free cash flow generation

of the company and the risks 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 that are relevant regarding the

expectation as to the continuity of TomTom for the 12-

month period after the date of issue of this Management

Board report.

The Risk management and control section of the

Management Board report provides a clear substantiation of

the above mentioned statement.

With reference to section 5:25c sub 2c of the Financial

Markets Supervision Act, the Management Board states that,

to the best of its knowledge:

•The annual financial statements give a true and fair view of

the assets, liabilities, financial position and loss of the

company and the undertakings included in the

consolidation taken as a whole.

•The Management Board report provides a fair view of the

development and performance of the business and the

position of the company and the undertakings included in

the consolidation taken as a whole, together with a

description of the principal risks and uncertainties that the

company faces.

CORPORATE GOVERNANCE STATEMENT

The information required to be included in this Corporate

Governance Statement as described in articles 3, 3a and 3b 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 and Responsibility

Statement.

OUR COMPLIANCE WITH THE CODE

TomTom complies with all the relevant best practice

provisions of the Code, with the exception of best practice

provisions 3.1.2 (v) and 4.3.3. The nature of and reasons for

these deviations are explained below.

Best Practice Provision 3.1.2 (v)

Best practice provision 3.1.2 (v) provides that the variable

remuneration component shall be linked to measurable

performance criteria determined in advance, which shall be

predominantly long-term in character.

TomTom deviates from best practice provision 3.1.2 (v) to the

extent that it does not link its Long-Term Incentive to

predefined performance criteria. All RSUs granted under the

Management Board Restricted Stock Unit Plan shall be

granted conditional to continued employment of the

Management Board members only. These grants have a

vesting period of three years, with a subsequent two-year

shareholding requirement. In addition, share ownership

requirements has been set to encourage future shareholding

for all Management Board members. The Supervisory Board

reserves the right to decide not to award RSUs in a given year

in case of exceptional market or business circumstances. The

reason for this deviation is that it has proven difficult to set

long-term performance targets in our rapidly evolving,

dynamic market environment.

Best Practice Provision 4.3.3

Best practice provision 4.3.3 provides that the General

Meeting may pass a resolution to cancel the binding nature

of a nomination for the appointment of a member of the

Management Board or the Supervisory Board and/or a

resolution to dismiss a member of the Management Board or

of the Supervisory Board by an absolute majority of the votes

cast. It may be provided that this majority should represent a

given proportion of the issued capital, the proportion of

which may not exceed one-third.

Our Articles of Association provide that a binding nomination

for the appointment of Management Board or Supervisory

Board members may only be set aside by a resolution of the

General Meeting passed with a two-thirds majority

representing more than 50% of its issued share capital. The

same provision applies to any resolution to dismiss a member

of the Management Board or of the Supervisory Board.

The reason for this deviation is that the company believes

that maintaining continuity in its Management Board and

Supervisory Board is critical for delivering long-term value

creation.

GOVERNANCE / PAGE 64

MANAGEMENT BOARD STATEMENTS

The company would like to protect its stakeholders against a

sudden change in management by maintaining the qualified

majority and voting quorum requirement, which is consistent

with Dutch law.

INFORMATION PURSUANT TO THE DECREE

ARTICLE 10 TAKEOVER DIRECTIVE

The Management Board states that all information, which

must be disclosed pursuant to the Decree Article 10 Takeover

Directive (‘Besluit artikel 10 overnamerichtlijn’), is included in

the Corporate Governance section, the Supervisory Board

report and the notes referred to herein, to the extent that it

is applicable to TomTom.

NON-FINANCIAL STATEMENT

Directive 2014/95/EU on the disclosure of non-financial

information requires companies to publish a non-financial

statement. The relevant provision has been implemented into

Dutch law through the Decree disclosure on non-financial

information (‘Besluit bekendmaking niet-financiële

informatie’). The information regarding environmental, anti-

corruption and bribery matters and respect for human rights,

as required by this Decree, is incorporated in the

Environment, Social and Governance section. The information

regarding social and employee matters, as required by this

Decree, is incorporated in the People and Culture section.

Amsterdam, 4 February 2022

The Management Board

HAROLD GODDIJN

Chief Executive Officer

TACO TITULAER

Chief Financial Officer

ALAIN DE TAEYE

Member of the Management Board

GOVERNANCE / PAGE 65

MANAGEMENT BOARD STATEMENTS CONTINUED

FINANCIALS

Encouragingly, the way we

engage with our customers

is evolving from a traditional

supplier relationship

to a partner approach

Consolidated financial statements / 67

Company financial statements / 103

Other information / 107

TOMTOM NV / ANNUAL REPORT 2021 / PAGE 66

FINANCIALS

Consolidated financial statements

Consolidated statement of income / 68

Consolidated statement of comprehensive income / 68

Consolidated balance sheet / 69

Consolidated statement of cash flows / 69

Consolidated statement of changes in equity / 70

Notes to the consolidated financial statements / 71

FINANCIALS / CONSOLIDATED FINANCIAL STATEMENTS / PAGE 67

The notes on pages 71 to 102 are an integral part of these consolidated financial statements.

Consolidated statement of income

For the year ended 31 December

(€ in thousands)

Notes

2021

2020

Revenue

6

506,926

528,185

Cost of sales

7

99,821

104,794

Gross profit

407,105

423,391

Research and development expenses - Geographic data1

219,808

429,810

Research and development expenses - Application layer1

146,209

137,580

Sales and marketing expenses1

45,181

57,556

General and administrative expenses1

89,098

86,155

Total operating expenses

8-11

500,296

711,101

Operating result

-93,191

-287,710

Interest income

325

1,082

Interest expense

-1,716

-1,956

Other financial result

29

7,720

-6,433

Financial result

6,329

-7,307

Result before tax

-86,862

-295,017

Income tax gain / (expense)

12

-7,791

37,378

Net result

-94,653

-257,639

Attributable to equity holders of the parent

-94,653

-257,639

Earnings per share (€)

26

Basic

-0.74

-1.97

Diluted

-0.74

-1.97

12020 figures were restated to align with new operating expense presentation as described in note 2.

Consolidated statement of comprehensive income

For the year ended 31 December

(€ in thousands)

Notes

2021

2020

Net result

-94,653

-257,639

OTHER COMPREHENSIVE INCOME

Items that will not be reclassified to profit or loss

Actuarial loss on defined benefit plans1

8

1,062

-381

Fair value remeasurement of financial instruments1

6,847

775

Items that may be subsequently reclassified to

profit or loss

Currency translation differences

4,794

-6,997

Recycled currency translation differences

0

551

Remeasurement/non-recognition of deferred tax in

equity

12

0

-6,976

Other comprehensive income/(loss) for the period

12,703

-13,028

Total comprehensive loss for the period

-81,950

-270,667

Attributable to equity holders of the parent

-81,950

-270,667

1The items in the statement above are presented net of tax of €2.7 million for 2021 (2020: €0.2 million).

FINANCIALS / CONSOLIDATED FINANCIAL STATEMENTS / PAGE 68

The notes on pages 71 to 102 are an integral part of these consolidated financial statements.

Consolidated balance sheet

For the year ended 31 December

(€ in thousands)

Notes

2021

2020

Goodwill

13

192,294

192,294

Other intangible assets

14

70,478

117,475

Property, plant and equipment

15

26,241

22,220

Lease assets

16

31,488

43,609

Other contract-related assets

6

18,769

19,130

Other investments

17,28

17,982

8,733

Deferred tax assets

12

4,115

4,273

Total non-current assets

361,367

407,734

Inventories

18

19,585

26,146

Trade receivables

19

56,179

79,661

Unbilled receivables

6

67,311

58,313

Other contract-related assets

6

5,049

6,950

Other receivables and prepayments

20-21

25,429

26,765

Fixed-term deposits

22

150,000

140,930

Cash and cash equivalents

22

205,820

231,520

Total current assets

529,373

570,285

Total assets

890,740

978,019

Equity attributable to equity holders of the parent

25

282,723

387,616

Total equity

282,723

387,616

Lease liabilities

16

20,004

28,801

Deferred tax liability

12

3,934

1,344

Provisions

30

33,484

41,014

Deferred revenue

6

259,628

238,793

Total non-current liabilities

317,050

309,952

Trade payables

23

14,022

21,998

Lease liabilities

16

13,335

14,872

Provisions

30

6,537

7,918

Deferred revenue

6

181,099

164,913

Other contract-related liabilities

6

19,782

19,084

Income taxes

12

1,273

1,893

Accruals and other liabilities

24

54,919

49,773

Total current liabilities

290,967

280,451

Total equity and liabilities

890,740

978,019

Consolidated statement of cash flows

For the year ended 31 December

(€ in thousands)

Notes

2021

2020

Operating result

-93,191

-287,710

Financial gains/(losses)

7,904

-4,887

Depreciation and amortization

10

73,671

285,609

Change in provisions

30

-7,474

-4,336

Equity-settled stock compensation expenses

9

5,934

6,437

Other non-cash movement

-46

0

Changes in working capital:

Change in inventories

8,772

-2,932

Change in receivables and prepayments

17,883

13,741

Change in liabilities (excluding provisions)1

32,289

-17,215

Cash flow from operations

45,742

-11,293

Interest received

29

326

1,082

Interest paid

29

-1,716

-1,956

Corporate income taxes paid

12

-7,569

-8,013

Cash flow from operating activities

36,783

-20,180

Investments in property, plant and equipment

15

-13,274

-6,298

Dividends received

17

366

162

(Increase) / Decrease in fixed-term deposits

-7,070

79,650

Cash flow from investing activities

-19,978

73,514

Payment of lease liabilities

16

-14,785

-15,595

Proceeds on issue of ordinary shares

25

4,561

2,484

Purchase of treasury shares

25

-33,431

-16,569

Cash flow from financing activities

-43,655

-29,680

Net (decrease)/increase in cash and cash

equivalents

-26,850

23,654

Cash and cash equivalents at the beginning of period

231,520

213,941

Exchange rate changes on cash balances held in

foreign currencies

1,150

-6,075

Cash and cash equivalents at the end of the period

22

205,820

231,520

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

FINANCIALS / CONSOLIDATED FINANCIAL STATEMENTS / PAGE  69

The notes on pages 71 to 102  are an integral part of these consolidated financial statements.

Consolidated statement of changes in equity

For the year ended 31 December

(€ in thousands)

Notes

Share capital

Share premium

Treasury shares

Other reserves1

Retained earnings

Shareholders’ equity

Balance as at 1 January 2020

26,473

338,124

-7,438

188,508

120,265

665,932

COMPREHENSIVE INCOME

Result for the year

0

0

0

0

-257,639

-257,639

OTHER COMPREHENSIVE INCOME

Currency translation differences2

0

0

0

-6,997

0

-6,997

Actuarial loss on defined benefit obligations

8

0

0

0

0

-381

-381

Fair value remeasurement of financial instruments

17

0

0

0

775

0

775

Recycled currency translation differences

0

0

0

551

0

551

Remeasurement of deferred tax in equity

12

0

0

0

0

-6,976

-6,976

Total other comprehensive income

0

0

0

-5,671

-7,357

-13,028

Total comprehensive income

0

0

0

-5,671

-264,996

-270,667

TRANSACTIONS WITH OWNERS

Stock compensation related movements

9

0

0

9,695

1,375

-2,150

8,920

Repurchase of shares

25

0

0

-16,569

0

0

-16,569

OTHER MOVEMENTS

Transfers between reserves

0

0

0

-56,614

56,614

0

Balance as at 31 December 2020

26,473

338,124

-14,312

127,598

-90,267

387,616

COMPREHENSIVE INCOME

Result for the year

0

0

0

0

-94,653

-94,653

Other comprehensive income

Currency translation differences2

0

0

0

4,794

0

4,794

Actuarial gain on defined benefit obligations

8

0

0

0

0

1,062

1,062

Fair value remeasurement of financial instruments

17

0

0

0

6,847

0

6,847

Total other comprehensive income

0

0

0

11,641

1,062

12,703

Total comprehensive income

0

0

0

11,641

-93,591

-81,950

TRANSACTIONS WITH OWNERS

Stock compensation related movements

9

0

0

6,997

2,456

1,035

10,488

Repurchase of shares

25

0

0

-33,431

0

0

-33,431

OTHER MOVEMENTS

Transfers between reserves

0

0

0

-42,523

42,523

0

Balance as at 31 December 2021

26,473

338,124

-40,746

99,172

-140,300

282,723

1Other reserves include Legal reserve, Currency translation reserve and the Stock compensation reserve.

2Currency translation differences arise on the translation of foreign currencies relating to foreign operations.

FINANCIALS / CONSOLIDATED FINANCIAL STATEMENTS / PAGE 70

The notes on pages 71 to 102  are an integral part of these consolidated financial statements.

FINANCIALS

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.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Section 1

Section 3

Section 5

General information and basis of reporting

Non-current assets and investments

Financing, financial risk management

and financial instruments

1

General

72

13

Goodwill

87

25

Shareholders’ equity

95

2

Basis of preparation

72

14

Other intangible assets

88

26

Earnings per share

96

3

Accounting estimates

73

15

Property, plant and equipment

90

27

Financial risk management

96

4

COVID-19 considerations and

16

Lease assets and lease liabilities

90

28

Financial instruments

98

semiconductor chip shortage

74

17

Other investments

92

29

Financial result

99

Section 2

Section 4

Section 6

Results of the year

Working capital

Other disclosures

5

Segment reporting

75

18

Inventories

93

30

Provisions

100

6

Revenue from contracts with

19

Trade receivables

93

31

Commitments, contingent assets

customers

76

20

Other receivables and prepayments

93

and liabilities

101

7

Cost of sales

79

21

Other financial assets and liabilities

93

32

Related party transactions

101

8

Personnel expenses

79

22

Cash and cash equivalents and

fixed term deposits

33

Auditor’s remuneration

102

9

Stock compensation

81

94

34

Subsequent events

102

10

Depreciation and amortization

83

23

Trade payables

94

11

Government grants

83

24

Accruals and other liabilities

94

12

Income tax

83

TOMTOM NV / ANNUAL REPORT 2021 / PAGE 71

General information and basis of reporting

This section introduces the basis of preparation and the general accounting policies

applied to the consolidated financial statements as a whole, as well as a summary of

the areas that involve significant judgments and estimates.

1 GENERAL

TomTom NV (the company) is a public limited company with its statutory seat and

headquarters in Amsterdam, the Netherlands. The registered address of the company is

De Ruijterkade 154, 1011 AC, Amsterdam. The company is registered under trade

registration number of 34224566 in the Chamber of Commerce in Amsterdam. The

activities of the company includes the development and sale of navigation and location-

based products and services which includes maps, traffic, navigation software and

personal navigation devices (PNDs).

The consolidated financial statements comprise the company and its subsidiaries (the

group).

The financial statements have been prepared by the Management Board and were

authorized for issue on 4 February 2022. The financial statements will be submitted for

approval to the General Meeting on 14 April 2022.

2 BASIS OF PREPARATION

The consolidated financial statements have been prepared in accordance with

International Financial Reporting Standards (IFRS) and IFRIC interpretations as adopted by

the European Union as effective from 1 January 2021 and with Part 9 of Book 2 of the

Dutch Civil Code. The financial statements have been prepared on the historical cost basis,

except for financial instruments (including derivatives) classified at fair value through

profit or loss or other comprehensive income, which are stated at fair value. Income and

expenses are accounted for on an accrual basis.

Summary of significant accounting policies

The general accounting policies applied to the consolidated financial statements as a

whole are described below, while other significant accounting policies related to specific

items are described under the relevant note. The description of accounting policies in the

notes forms an integral part of the description of the accounting policies in this section.

Unless otherwise stated, these policies have been consistently applied to all the years

presented.

New accounting standards and developments

To the extent relevant, all IFRS standards, interpretations and amendments that were in

issue and effective from 1 January 2021 have been adopted by the group. All other

standards and interpretations or amendments with future effective dates have not been

early adopted. These standards and interpretations had no and will not have material

impact to the group.

Changes in accounting policies

Effective 1 January 2021 the group changed the presentation of operating expenses to

provide more insight into its business activities.

The research and development expenses are disclosed as two categories: Geographical

data (e.g. mapmaking platform and mapping content) and Application layer (e.g.

navigation software, traffic and travel information, Maps APIs). Additionally, sales and

marketing expenses are combined as one category and General and administrative

expenses are presented as a separate category.

"Amortization of technology and databases" is no longer presented as a separate category

because the amount decreased significantly as the acquired Tele Atlas map databases

were fully amortized in 2020.

Comparative figures have been restated as follows:

(€ in thousands)

Historically reported line item

Restated to line item

Restated

amount

Research and development expenses

Research and development expenses-

Geographic data

184,074

Research and development expenses-

Application layer

126,804

Amortization of technology and

databases

Research and development expenses-

Geographic data

245,736

Research and development expenses-

Application layer

10,776

Marketing expenses

Sales and marketing expenses

23,643

Selling, general and administrative

expenses

Sales and marketing expenses

33,913

General and administrative expenses

86,155

Total operating expenses

711,101

FINANCIALS / NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / PAGE 72

SECTION 1

Basis of consolidation

The consolidated financial statements include the financial statements of the company

and entities controlled either directly, or indirectly, by the company.

Control is achieved when the parent is exposed to, or has rights to variable returns from

its involvement with the investee and has the ability to affect those returns through its

power over the investee. Where necessary, adjustments are made to the financial

statements of subsidiaries to bring their accounting policies in line with the group.

All intercompany transactions and balances, including unrealized gains and losses, arising

from transactions between group companies are eliminated.

Foreign currencies

The company’s primary activities are denominated in EUR. Accordingly, EUR is the

company’s functional currency and the group’s presentation currency. Items included in

the financial information of individual entities in the group are measured using the

individual entity’s functional currency, which is the currency of the primary economic

environment in which the entity operates.

Transactions and balances

Foreign currency transactions are translated to the functional currency using the

exchange rates at transaction date. At each balance sheet date, monetary items

denominated in foreign currencies are translated at the rates prevailing at each balance

sheet date. Non-monetary items that are measured in terms of historical cost in a foreign

currency are not retranslated.

Foreign exchange gains and losses resulting from the settlement of such transactions and

from the translation at year-end exchange rates of monetary assets and liabilities

denominated in foreign currencies are recognized under ‘Other financial result’ in the

income statement, except for gains and losses that arise from intercompany borrowings

that form part of net investment in subsidiaries which are recognized in ‘Other

comprehensive income’.

Group companies and foreign operations

For consolidation purposes, the assets and liabilities of entities that have a functional

currency other than the group’s presentation currency are translated at the closing rate

at balance sheet date, whereas the income statement is translated at the average

exchange rate for the period. Translation differences arising thereon are recognized in

‘Other comprehensive income’.

Income statement

The group presents its statement of income based on functional categories of expenses.

Research and development expenses are disclosed as two categories: geographic data and

application layer. Sales and marketing expenses are combined as one category and General

and administrative expenses are presented as a separate category. Included in general and

administrative costs are amounts of other business income received which are incidental

in nature (if applicable).

Cash flow statement

Cash flow statements are prepared using the indirect method. Cash flows from derivative

instruments are classified consistently with the nature of the instruments. Dividend

income is presented under investing activities.

3 ACCOUNTING ESTIMATES

The preparation of these consolidated financial statements requires management to

make certain assumptions, estimates and judgments that affect the reported amounts of

assets, liabilities and disclosure of contingent assets and liabilities, as of the date of the

consolidated financial statements and the reported amounts of revenue and expenses

during the reporting period. Actual results may differ from those estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to

accounting estimates are recognized in the period in which the estimate is revised if the

revision affects only that period, or in the period of revision and the future periods if the

revision affects both current and future periods.

Significant estimates

The table below presents the areas that involve a higher degree of judgment or areas

where assumptions and estimates are significant to the financial statements:

Revenue-related estimates

6

Income tax

12

Impairment of non-financial assets

13

-

15

Internally generated intangible assets

14

Provisions and contingent assets/liabilities

30

-

31

Note

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.

FINANCIALS / NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / PAGE 73

SECTION 1 / GENERAL INFORMATION AND BASIS OF REPORTING CONTINUED

4 COVID-19 CONSIDERATIONS AND SEMICONDUCTOR CHIP

SHORTAGE

In 2021 we showed some level of recovery in our business compared with 2020 which was

impacted by the COVID-19 pandemic. Nevertheless the recovery of our Automotive

revenue is still hampered by an industrywide shortage of semiconductor chips which

impacts global car production. This resulted in a downward adjustment of our 2021

revenue guidance to €500 - €530 million from the previously communicated range of €520

— €570 million in 2021.

This shortage originated to a large extent from the COVID-19 pandemic when chips supply

was rerouted from the car industry to the electronics industry. In addition, some of the

chip producing countries to a certain extent still suffer from outbreaks and the imposed

lockdowns. For contracts where revenue depends on estimated total transaction price as

well as impairment testing, we have incorporated the latest insights from the industry.

However, fluctuations in car sales can result in a revision of estimates relevant for the

revenue recognition of such contracts. Should such estimates change, we do not expect

material impact on the recognized revenue in the short term as the relevant contracts

have only started recently (i.e. shorter period to be adjusted through cumulative catch-

up).

The emergence of new variants of COVID-19 and the related governmental measures will

continue to bring uncertainties in short and long term which may impact the demands of

our products and our way working (see Risk section). Nevertheless, given our strong cash

position, we are confident that we will have the resilience to maintain our strategic course

despite the current uncertainties.

We continue to assess the implications of the uncertainties on the valuation of our assets

and liabilities (including goodwill) on our balance sheet. This assessment did not result in

any impairment or other material changes in the valuation of our assets and liabilities.

More details on our goodwill impairment test can be found in note 13.

FINANCIALS / NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / PAGE 74

SECTION 1 / GENERAL INFORMATION AND BASIS OF REPORTING CONTINUED

Results of 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 for

the year is provided in the financial and operational review sections in the Management

Board report.

5 SEGMENT REPORTING

The operating segments are identified and reported on the basis of internal reports about

components of the group that are regularly reviewed by the Management Board to assess

the performance of the segments.

The Group’s internal management reporting is structured primarily based on the nature of

the business of each segment and comprise two distinct segments: Location Technology

and Consumer. Location Technology is engaged in developing and selling location-based

application components such as maps, services (e.g. traffic and travel information) and

navigation software to customers in different market segments. Consumer generates

revenue mainly from the sale of portable navigation devices and mobile applications.

Management assesses the performance of segments based on the measures of revenue,

operating result (EBIT) and EBITDA, whereby the EBIT and EBITDA measure include

allocations of expenses from supporting functions within the group. Such allocations have

been determined based on relevant measures that reflect the level of benefits of these

functions to each of the operating segments. The effects of non-recurring items are

excluded from management’s measurement basis. Interest income and expenses and tax

are not allocated to the segments.

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

Management Board.

(€ in thousands)

2021

2020

Location Technology

404,372

404,239

External customers

393,972

392,161

Inter-segment

10,400

12,078

Consumer

112,954

136,024

Eliminations

-10,400

-12,078

Total revenue by segment

506,926

528,185

The EBIT of each segment is as follows:

Location Technology1

-105,158

-299,421

Consumer2

17,702

17,909

Total segment operating result (segment EBIT)3

-87,456

-281,512

The EBITDA of each segment is as follows:

Location Technology

-32,578

-15,026

Consumer

18,748

19,086

Total segment EBITDA3

-13,830

4,060

1Location Technology EBIT includes an impact of €0.4 million in restructuring charges (2020: includes €1.3 million

impact of restructuring charges).

2Consumer EBIT in 2021 includes a €0.2 million impact of restructuring charges (2020: €2.8 million).

3The difference between EBIT and EBITDA for each segment is explained by the depreciation and amortization

charge of the respective segment. A reconciliation of the segment performance measure (EBIT) to the group’s

result before tax is provided below.

(€ in thousands)

2021

2020

Total segment EBIT

-87,456

-281,512

Unallocated expenses

-5,735

-6,198

Financial result

6,329

-7,307

Result before tax

-86,862

-295,017

FINANCIALS / NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / PAGE 75

SECTION 2

6 REVENUE FROM CONTRACTS WITH CUSTOMERS

Group revenue consists solely of revenue from contracts with customers. For

disaggregation of revenue by operating segments, reference is made to note 5 ‘Segment

reporting’. The table below shows a disaggregation of revenue by types of products and

services, timing of revenue recognition and by geographical areas:

External revenue by products and services

License revenue

261,212

283,202

Rendering of services

168,426

157,092

Sale of goods

77,288

87,891

506,926

528,185

Revenue by timing of revenue recognition

Goods and services transferred at a point in time

98,166

127,967

Goods and services transferred over time

408,760

400,218

506,926

528,185

External revenue by geographical areas

Europe1

295,687

332,522

North America2

134,425

135,762

Rest of World

76,814

59,901

506,926

528,185

(€ in thousands)

2021

2020

1Germany and France accounted for respectively 17% and 16% of 2021 revenue (19% and, 16% of 2020 revenue).

2The North American revenue in 2021 and in 2020 was generated mainly in the United States of America.

The geographical split of the group’s revenue is based on the location of the customers,

while the split of revenue from licensing arrangements is based on the coverage of the

group’s geographical map data and other content.

Total revenue generated in the Netherlands in 2021 amounted to €10 million (2020: €19

million). Within Location Technology, there are two customers that had revenue between

10% - 15% of total group revenue in 2021. This is consistent with prior year.

CONTRACT BALANCES

Contract related asset balances consist of trade receivables, unbilled receivables, and

other contract related assets as follows:

(€ in thousands)

2021

2020

Capitalized contract costs

23,200

25,530

Other deferred cost of sales

618

550

Other contract related assets

23,818

26,080

Other contract related assets are disclosed as:

Current

5,049

6,950

Non-current

18,769

19,130

Unbilled receivables is presented net of expected credit losses of €0.3 million (2020: €0.3

million). For details regarding the balance of trade receivables and expected credit losses

refer to note 19.

Revenue of €164 million (2020: €150 million) was recognized from amounts included in

contract liabilities at the beginning of the year. An amount of €15 million (2020: €18

million) was recognized relating to performance obligations satisfied in previous years.

Contract related liability balances are as follows:

Deferred revenue

440,727

403,706

Other contract-related liabilities1

19,782

19,084

Total contract related liabilities

460,509

422,790

Of which:

Current

200,881

183,997

Non-current

259,628

238,793

(€ in thousands)

2021

2020

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

protection accrual.

Deferred revenue amounted to €441 million at the end of the year (2020: €404 million).

Deferred revenue per segment is as follows:

Location Technology

415,261

363,981

Consumer

25,466

39,725

Total deferred revenue

440,727

403,706

(€ in thousands)

2021

2020

At balance sheet date, €378 million (2020: €336 million) of Location Technology’s deferred

revenue related to Automotive and €37 million (2020: €28 million) related to Enterprise.

FINANCIALS / NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / PAGE 76

SECTION 2 / RESULTS OF THE YEAR CONTINUED

Automotive and Consumer deferred revenue is mostly driven by upfront payments by our

customers for longer-term (multiple years) content and service deliveries (e.g. traffic and

map updates). The Enterprise deferred revenue is mostly related to some customers who

prepay each year for their annual license to our content.

PERFORMANCE OBLIGATIONS

In Automotive, payments for the licenses and services are typically in the form of fixed

royalty payments for each car produced by the automotive customer during the duration

of the program which may typically range from 3 – 7 years (royalty period). The obligation

to deliver map updates and traffic services may extend for a number of years beyond the

royalty period. Navigation software is typically delivered at the start date of the customer

program.

For Enterprise, the payments typically take the form of (annual) license fees/guaranteed

royalties for larger customers or usage-based royalty payments for smaller customers. The

payments typically correspond with the period the group is obliged to provide the license

and/or services.

In Consumer, both B2B and end-customers make payments for (bundled) products and

services which may require TomTom to deliver map update and/or traffic service during

the (estimated) remaining lifetime of a hardware product or subscription period.

Payments for such products and/or services are generally received at the time the

products are delivered (subject to applicable payment term for B2B customers) or when

services are activated.

As at 31 December 2021, the total of the transaction price allocated to the group’s

(partially) unfulfilled performance obligations is estimated at €1.3 billion (2020: €1.2

billion), of which €441 million (2020: €404 million) is reflected in deferred revenue. This

total excludes the (estimated) transaction price of:

•contracts where revenue recognition is based on right to invoice (as allowed by the

practical expedient); and

•license and/or service contracts where each individual future activation is treated as a

separate (subscription) contract.

The estimated future timing of revenue recognition for the above mentioned amount are

as follows:

(€ in millions)

2021

2020

Less than 1 year

324

330

Between 1-5 years

704

682

More than 5 years

253

155

Total unfulfilled performance obligations

1,281

1,167

ACCOUNTING POLICY

The revenue recognition policy for each type of revenue or combination is presented

below.

License revenue

License revenue is generated through licensing of digital map content and/or

navigation software to B2B Location Technology customers and through the sale of

map update services directly to the end-customers.

In the B2B license arrangements, the license of our navigation software is typically

granted as ‘right to use’ license while the license of digital map content can either be

granted as ‘right to access’ and/or ‘right to use’. Right to access licenses provide the

customer the right to access TomTom’s map data which is continuously developed

and enhanced during the contract period. Right to use licenses are those that only

provide the customer the right to use certain map data or software as it exists at the

moment the control passes to the customer. This does not give the customer the

right to receive future updates or upgrades other than those that can be considered

as minor enhancements or bug fixes.

Revenue from ‘right to access’ licenses is recognized over the (estimated) period

during which TomTom is obliged to provide access to the customers. For royalty-

based arrangements, the revenue is either recognized based on (estimated) reported

royalties, as typically the royalties reflect the usage and benefits to the customers or

based on time as progress measure but restricted to the amount of the (estimated)

reported royalties. When restrictions in license terms result in multiple individual

licenses in royalty-based arrangements, each reported unit of usage is treated as a

separate license and the revenue is recognized on a straight-line basis over the

applicable service period.

License revenue for ‘right to use’ licenses is recognized at the moment the control

passes to the customer, except for the usage-based royalties, which are recognized

when the usage has taken place based on royalties TomTom is entitled to for the

period.

When license arrangements include a minimum guarantee, the excess of the reported

royalties above the guaranteed amount is only recognized when cumulative reported

royalties have exceeded the minimum guarantee, unless the expected total royalties

is estimated to be above the minimum. In this case, the revenue is recognized based

on the royalties TomTom is entitled to. When contracts include an annual minimum

instead of a contract minimum, the excess of royalties above the annual minimum is

recognized in the respective period when the royalties exceed the annual minimum.

To the extent possible, the group makes use of the practical expedient to use right to

invoice as a measure of progress as long as the invoice reflects the benefits to the

customer.

FINANCIALS / NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / PAGE 77

SECTION 2 / RESULTS OF THE YEAR CONTINUED

Service revenue

Service revenue includes revenue generated from the sale of traffic and travel

information services to both B2B and/or end-customers, sale of online map and

location-based services through hosted API solutions (Maps APIs) and providing

connected navigation services.

The (estimated) revenue relating to the service element is recognized over the agreed

or estimated service period on a straight-line basis or based on the invoiced amount if

such invoice reflects the benefit of the services to the customer over the service

period. The service period for life-time traffic and map update service offering within

Consumer is estimated at three years.

Sale of goods

Revenue from the sale of goods is generated primarily through the sale of Consumer

navigation, Automotive hardware products and related accessories. Revenue from

sale of goods is generally recognized at the moment the control passes to the

customers.

Bundled goods and services

When products and services are offered as a bundle under one agreement or under a

series of agreements that are commercially linked, the (estimated) total transaction

price of the agreement is allocated to each of the identified ‘distinct’ performance

obligation based on the relative stand-alone selling price of each element. Depending

on their nature, the revenue from each of the ‘distinct’ performance obligations is

recognized based on the applicable revenue recognition policy as described above.

Contract balances

The group uses the terms ‘unbilled receivables’ and ‘deferred revenue’ to describe

contract assets and contract liabilities. The term ‘Contract related assets’ is used to

denote the aggregate balance of unbilled receivables and capitalized contract costs

while ‘Contract related liabilities’ refers to the collective balance of deferred revenue

and other contract related liabilities.

Contract costs

Contract costs are capitalized only to the extent they are recoverable. Internal

development costs relating to customer-specific customization of software and/or

other technology platforms are capitalized as contract costs if they have no

alternative use. The group does not capitalize costs to obtain multi-year contracts as

they are not deemed to be material.

Where the amortization period of an asset recognized for the costs to obtain a

contract is one year or less, the costs are expensed.

SIGNIFICANT ESTIMATES

Significant revenue estimates include the estimates of various pricing allowances

deducted from the revenue, estimates of the stand-alone selling price of various

elements in bundled arrangements and the estimation of total transaction price for

contracts with customers.

Price allowance deductions

The estimated sales return deduction is based upon historical data on the return

rates and information on the inventory levels in the distribution channel. For sales

incentives including channel and end-user rebates, the reduction in revenue is based

on the group’s historical experience, taking into account future expectations on

rebate payments. If there is excess stock at retailers when a price reduction becomes

effective, the group will compensate its customers on the price difference for their

existing stock, provided certain criteria are met. To reflect the costs related to known

price reductions in the income statement, an accrual is created against revenue at

the time of sale based on an estimate of the inventory levels in the channel and

future price reductions.

Relative stand-alone selling price

The relative stand-alone selling price of each element in a bundled arrangement is

based on the available stand-alone selling price or is estimated using methods

allowed under IFRS, such as the cost plus reasonable margin method, residual method

or a combination thereof. In making such estimates, management makes use of

judgment and assumptions to arrive at an outcome that best reflects a transaction’s

substance. Total deferred revenue balance relating to the elements deferred under

bundled arrangements at 31 December 2021 amounted to €21 million (31 December

2020: €29 million).

Total transaction price

The (expected) total transaction price of certain contracts that include variable

considerations needs to be estimated at the inception of the contract and each

future reporting date. Such estimates particularly relate to expected usage of our

licenses and/or services which may be susceptible to factors outside our influence

such as the developments in the market and industry in which our customer

operates. In making such estimates management makes use of input from different

sources such as historical experience, estimated sales volumes of customers as well

as other relevant sources. The estimated variable consideration is only taken into

account to the extent that management believes that it is highly probable that it will

not be subject to significant reversal in the future.

FINANCIALS / NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / PAGE 78

SECTION 2 / RESULTS OF THE YEAR CONTINUED

7 COST OF SALES

The group’s cost of sales includes material and fulfillment costs for goods sold to

customers, costs of services, royalty costs and costs attributed to certain contracts with

customers.

8 PERSONNEL EXPENSES

Personnel expenses for the group can be broken down as follows:

Salaries

228,268

215,306

Social security costs

34,986

34,593

Pensions

10,055

11,000

Stock compensation

7,306

7,470

Temporary employee expenses

14,154

13,649

Other1

21,494

28,442

Total personnel expenses

316,263

310,460

(€ in thousands)

2021

2020

1Other personnel expenses include costs of (secondary) benefits such as working from home allowance, health

insurance, sales commissions and bonuses offset by capitalized personnel expenses in an amount of €10 million

(2020: €11 million).

The average number of employees (in FTE equivalents) in 2021 was 4,373 (2020: 4,465)

spread across the following functional areas:

Research and development- Geographic data1

2,175

2,287

Research and development- Application layer1

1,407

1,317

Sales and marketing1

344

394

General and administrative1

447

467

Total FTE

4,373

4,465

(€ in thousands)

2021

2020

12020 FTE per functional area restated to align with new operating expense presentation.

At 31 December 2021, the group had a headcount of 4,424 (2020: 4,477) employees.

During 2021, 3,279 (2020: 3,336) full-time equivalent (FTE) employees worked outside the

Netherlands.

PENSIONS

The group’s pension plans primarily comprise defined contribution plans, limiting the

employer’s legal obligation to the amount it agrees to contribute during the period of

employment.

In Italy, employees are paid a leaving indemnity on termination of their employment. This

is a statutory payment based on Italian civil law. An amount is accrued each year based on

the employee’s remuneration and previously revalued accruals. The indemnity has the

characteristics of a defined contribution obligation and is an unfunded, but fully provided

liability. This liability is included as part of ‘Employee benefits provisions'.

Employees in the United States are offered the opportunity to participate in the 401K

pension plan, which involves no contribution or obligation from the group besides

withholding and paying the employee’s contribution.

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

The total pension costs of €10.1 million (2020: €11.0 million) consists of the costs of the

defined contribution plans of €8.8 million (2020: €8.7 million) and of the defined benefit

plan of €1.3 million (2020: €2.3 million).

Belgium

The Belgian defined benefit plan is a (guaranteed) insurance plan. The plan is funded by

fixed monthly contributions from both the employer and employees. It provides a lump-

sum payment at retirement, based on the contributions made, as well as death-in-service

benefits. Belgian law prescribes a variable minimum guaranteed rate of return. The group

substantially insures these returns with the external insurance company that receives and

manages the contributions to the plans. According to the relevant legislation, a short-fall

only needs to be compensated by the employer at the point in time when the employee

either retires or leaves. As these plans have defined benefit features (when the return

provided by the insurance company is below the legally required minimum return), the

group treats these plans as defined benefit plans.

FINANCIALS / NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / PAGE 79

SECTION 2 / RESULTS OF THE YEAR CONTINUED

Present value as at 1 January

23,310

-31,916

21,418

-29,128

Return on assets

120

147

Current service cost

0

-1,087

0

-2,023

Interest cost

0

-167

0

-200

23,430

-33,170

21,565

-31,351

Remeasurements:

Experience gains due to change in

demographical assumptions

595

-678

407

167

Gains/losses from change in

financial assumptions

0

926

0

-535

595

248

407

-368

Benefits and taxes paid

-300

300

-279

279

Employer’s contributions

1,115

0

1,141

0

Employee contributions

508

-508

476

-476

Present value as at 31 December

25,348

-33,130

23,310

-31,916

Net defined benefit obligation

-7,782

-8,606

2021

2020

(€ in thousands)

Plan Assets

Plan

Liabilities

Plan Assets

Plan

Liabilities

Germany

The defined benefit plan in Germany is unfunded and has no plan assets. Management is

of the opinion that the plan has limited risks to the group as the plan was frozen in 2007.

In the extraordinary event that the group is unable to meet its obligations, the

participants will receive (partial) payments from a state-owned pension protection fund.

The following table presents the movement in the plan liabilities:

Present value as at 1 January

-10,930

-10,636

Current service cost

-64

-81

Interest cost

-76

-94

-11,070

-10,811

Remeasurements:

Experience (gains)/losses due to change in demographical

assumptions

497

-354

(Gains)/losses from change in financial assumptions

-40

15

457

-339

Benefits paid

287

220

Present value as at 31 December

-10,326

-10,930

(€ in thousands)

2021

2020

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

follows:

Discount rate

0.8%

1.0%

0.5%

0.7%

Average life expectancy1

16

16

17

17

2021

2020

Belgium

Germany

Belgium

Germany

1The above average life expectancy is the average actual value for males and females retiring at age 67 for the

Belgium plan (2020: 65) in accordance with MR/FR -5 and 66 (2020: 66) for the Germany plan set in accordance

with the common German mortality tables ‘Heubeck 2018G’.

The table below indicates the sensitivity of the defined benefit obligation to changes in

the discount rate:

Impact on defined benefit

obligation

(€ in thousands)

Belgium

Germany

Discount rate increases by 1%

-3,183

-1,419

Discount rate decreases by 1%

3,884

1,816

FINANCIALS / NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / PAGE 80

SECTION 2 / RESULTS OF THE YEAR CONTINUED

ACCOUNTING POLICY

For defined contribution plans, the group pays contributions to publicly or privately

administered pension insurance plans on a mandatory, contractual or voluntary basis.

The group has no further payment obligations once the contributions have been paid.

The contributions are recognized as employee benefit expenses when services have

been rendered to the group. Prepaid contributions are recognized as an asset to the

extent that a cash refund or reduction of future payments is available.

In relation to the defined benefit plan, the group recognizes a liability based on the

present value of the defined benefit obligation at the end of the reporting period. The

defined benefit obligation is calculated at least annually using the projected unit

credit method. The present value of the defined benefit obligation is determined by

discounting the estimated future cash outflows using interest rates of high-quality

corporate bonds that are denominated in the currency in which the benefits will be

paid, and for which the terms to maturity approximate the terms of the related

pension obligation. The service cost and the interest cost are recognized as pension

costs, while the actuarial gains/losses are credited/charged to ‘Other comprehensive

income’.

9 STOCK COMPENSATION

The group has stock compensation plans for members of the Management Board and

certain employees as part of their remuneration. The purpose of the stock compensation

is to retain management and employees, and align the interests of management and

eligible employees with those of shareholders, by providing additional incentives to

improve the group’s performance on a long-term basis.

The group historically operates stock option plans, restricted stock unit plans and

phantom share plans. However since 2019 the group no longer grants stock options and

phantom shares and only grants restricted stock units. This change promotes share-

ownership to increase alignment with our long-term value creation and shareholder

interest. The disclosures on stock options and phantom shares in this note relate to grants

made up to 2019.

EQUITY-SETTLED PLANS

The group’s stock option plans (options) and restricted stock unit plans (RSU) classify as

equity-settled plans as these plans are settled with the company’s own equity

instruments.

The equity-settled plans are for members of the Management Board and eligible

employees. The General Meeting has extended the authority of the Management Board to

grant, subject to the prior approval of the Supervisory Board, rights to employees to

subscribe for shares under the respective equity plans. The instruments cannot be

transferred, pledged or charged.

All equity-settled stock compensation will be covered at the time of exercise, firstly

through the issue of treasury shares held by the company, and secondly through the issue

of new shares.

The following table summarizes movements in the equity stock compensation reserve

(included in other reserves) relating to the equity-settled plans during 2021 and 2020:

Balance as at 1 January

16,484

15,109

Stock compensation expense

5,934

6,437

Transfer to retained earnings

-299

-220

Stock options exercised and settlement of restricted shares

-3,179

-4,842

Balance as at 31 December

18,940

16,484

(€ in thousands)

2021

2020

Stock options

Options are exercised at the discretion of the holder, however, they may only be exercised

after the completion of a three-year vesting period. Options expire and are considered to

have lapsed after a period of seven years following the grant date.

The following table summarizes information about the stock options outstanding at

31 December 2021:

2015

686,469

7.60 - 7.83

0.35

686,469

7.82

2016

428,024

7.50 - 7.58

1.35

428,024

7.58

2017

608,570

9.15 - 9.60

2.36

608,570

9.56

2018

666,400

7.52 - 8.30

3.35

666,400

8.12

2019

61,538

10.06

4.79

0

10.06

Year of grant

Number

outstanding at

31/12/2021

Exercise price

per share (€)

Weighted

average

remaining life

Number

exercisable at

31/12/2021

Weighted

average

exercise price

(€)

FINANCIALS / NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / PAGE 81

SECTION 2 / RESULTS OF THE YEAR CONTINUED

A summary of the group’s stock option plans and the movements during the years 2021

and 2020 is presented below:

Outstanding as at 1 January

3,452,062

7.48

4,130,272

6.93

Exercised

-892,510

5.11

-644,980

3.85

Expired

-88,670

8.24

-5,020

9.57

Forfeited

-19,881

4.23

-28,210

8.90

Outstanding as at 31 December

2,451,001

8.35

3,452,062

7.48

2021

2020

Number

Weighted

average

exercise price

(€)

Number

Weighted

average

exercise price

(€)

Options were exercised on a regular basis throughout the year. The average share price

during the year was €7.60 (2020: €7.58).

The fair value of the options granted up to 2019 is determined using the binomial tree

model. This model contains the input variables, including the risk-free interest rate,

volatility of the underlying share price, exercise price and share price at the date of grant.

The option valuation models require the input of highly subjective assumptions, including

the expected share price volatility. Volatility is determined using industry benchmarking

for listed peer group companies as well as the historic volatility of the TomTom NV’s

share. The group’s employee stock options have characteristics that are significantly

different from those of traded options, and changes in the subjective input assumptions

can affect the fair value estimate. There are no market conditions applicable to the grant.

Restricted stock units

An RSU gives the holder the right to receive one TomTom share after the completion of

the vesting period. After the vesting period Members of the Management Board are

subject to a two-year holding period. For other employees, there is no minimum holding

period after the vesting period.

RSUs vest either in total after a three-year vesting period (cliff vesting) or, in some cases,

in equal tranches on an annual basis over a three-year period (graded vesting). The fair

value of the RSUs is determined with reference to the share price of TomTom NV at the

date of grant.

The movement in the number of restricted stock units during the years 2021 and 2020 is

summarized below:

Outstanding as at 1 January

2,049,734

1,300,438

Granted

1,414,850

1,228,650

Vested and settled

-126,880

-430,274

Forfeited

-469,431

-49,080

Outstanding as at 31 December

2,868,273

2,049,734

2021

2020

CASH SETTLED PLAN

Cash-settled plans are settled through cash payments.

Phantom share plan

Under this plan, eligible employees are entitled to receive a cash payment equal to the

value of the number of shares that have vested. Phantom shares vest and are paid out

after the completion of a three-year vesting period.

As at 31 December 2021, there was no outstanding liability with regard to the phantom

share plan (2020: €2.7 million) as the last remaining phantom shares vested and were paid

out during 2021.

The following table provides the movement in the number of phantom shares.

Outstanding as at 1 January

358,750

636,100

Vested and paid out

-345,800

-242,530

Forfeited

-12,950

-34,820

Outstanding as at 31 December

0

358,750

2021

2020

FINANCIALS / NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / PAGE 82

SECTION 2 / RESULTS OF THE YEAR CONTINUED

ACCOUNTING POLICY

The fair value of equity-settled stock compensation grants as measured at the date

of grant is expensed on a straight-line basis over the vesting period. For options, the

fair value at grant date is measured using the binomial tree model. For restricted

stock units, the fair value at grant date is equal to the share price at the date of

grant.

Cash-settled stock compensation plans are initially measured at the fair value of the

liability which is expensed on a straight-line basis over the vesting period. The liability

is remeasured at each balance sheet date to its fair value, reflected by the share

price at balance sheet date, with any changes recognized immediately through profit

and loss.

All stock compensation expenses are based on the number of units that are expected

to vest, the estimates of which are revised at each balance sheet date.

10 DEPRECIATION AND AMORTIZATION

Total depreciation and amortization for the year was €74 million (2020: €286 million).

Amortization

47,160

261,222

Depreciation

26,511

24,387

Total depreciation and amortization

73,671

285,609

(€ in thousands)

2021

2020

Amortization charges totaling are included in the following line items in the Income

Statement:

(€ in thousands)

2021

2020

Research and development expenses - Geographic data1

42,289

245,745

Research and development expenses - Application layer1

4,868

10,857

Sales and marketing expenses1

0

4,551

General and administrative expenses1

3

69

Total amortization

47,160

261,222

12020 amortization per functional area restated to align with new operating expense presentation.

11 GOVERNMENT GRANTS

In 2021, the group received government grants amounting to €2.3 million in relation to

the research and development activities performed by the group (2020: €3.3 million). The

grants have mainly been accounted for as a deduction of wage tax expense in line with the

nature of the grants. The group didn't utilize any governmental support relating to

COVID-19.

ACCOUNTING POLICY

Government grants are recognized at their fair value when there is reasonable

assurance that the grants will be received and that the group will comply with the

conditions attached to them. Government grants that are receivable as

compensation for expenses or losses that are already incurred, or for the purpose of

giving immediate financial support to the group with no related future costs, are

recognized as a deduction of related expenses in the period in which the grants

become receivable.

12 INCOME TAX

Income tax comprises the following current tax gain/ (expense) as well as deferred tax

gain/(expense):

Current tax

-7,745

5,533

Deferred tax

-46

31,845

Total income tax

-7,791

37,378

(€ in thousands)

2021

2020

CURRENT INCOME TAX

The current tax represents the tax charge on profit for current year as well as

adjustments relating to prior periods. The tax paid in 2021 was €8 million (2020: €8

million). The current income tax charge has a -€0.06 (2020: €0.04) 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 tax

jurisdictions in which the group operates vary between 9% and 34% which may cause the

group effective tax rate (ETR) to deviate from the Dutch corporate tax rate. The following

table presents a numerical reconciliation between the tax charge on the basis of the

Dutch tax rate and the ETR.

FINANCIALS / NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / PAGE 83

SECTION 2 / RESULTS OF THE YEAR CONTINUED

Dutch tax rate

25.0%

25.0%

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

0.1%

1.6%

Non-deductible expenses

-2.9%

-1.0%

Current year losses not capitalized/non-recognition of previously

capitalized losses

-27.7%

-16.1%

Effect of prior years’ settlements and/or adjustments

-0.2%

4.5%

Remeasurement of deferred tax

0.0%

0.0%

Other

-3.3%

-1.4%

Effective tax rate

-9.0%

12.7%

2021

2020

The income tax expense of €8 million in 2021 represents an ETR of -9.0% (2020: 12.7%).

The ETR for 2021 is mainly impacted by a combined effect of not capitalizing current

year's tax loss and the non-recognition of the deferred tax assets on tax loss carry forward

in the Netherlands.

The income tax debited directly to equity in 2021 amounted to €2.7 million (2020: debit of

€7.1 million) which is mainly related to the deferred tax liability on an investment valued

at fair value through other comprehensive income.

ACCOUNTING POLICY

Current and deferred taxes are recognized as an expense or income in the profit and

loss account, except when they relate to items that arise from the initial accounting

for a business combination or items credited or debited directly to equity. For the

latter, the tax is also recognized either in Other comprehensive income or directly in

equity. The group’s income tax expense is calculated using tax rates that have been

enacted or substantively enacted at the balance sheet date. Uncertain tax positions

are included in current tax. The group recognizes uncertain tax provision when it is

not probable that a particular tax treatment will be accepted by the tax authorities.

DEFERRED INCOME TAX

As at 31 December 2021, the group had a deferred tax liability of €4 million (2020: €1

million) and a deferred tax asset of €4 million (2020: €4 million). The deferred tax asset

and liability mainly results from the timing difference between the tax and accounting

treatment of intangible assets, investments at fair value, lease assets and liabilities, cash-

settled long-term incentives, provisions as well as from the capitalization of carried

forward tax losses.

FINANCIALS / NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / PAGE 84

SECTION 2 / RESULTS OF THE YEAR CONTINUED

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

Balance as at 1 January 2020

32,257

5,020

1,412

-59,312

-1,035

-21,658

(Charged)/credited to income statement

-19,482

-592

-210

53,051

-922

31,845

Credited/(charged) to equity

-6,685

93

0

0

-258

-6,850

Impact of remeasurement (charged)/credited to income statement

777

0

0

-777

0

0

Impact of remeasurement (charged)/credited to equity

0

-291

0

0

0

-291

Currency translation differences

296

30

0

-443

0

-117

Balance as at 31 December 2020

7,163

4,260

1,202

-7,481

-2,215

2,929

(Charged)/credited to income statement

-3,046

-96

-392

1,731

1,753

-50

Credited/(charged) to equity

0

-345

0

0

-2,312

-2,657

Impact of remeasurement (charged)/credited to income statement

127

0

26

-149

0

4

Impact of remeasurement (charged)/credited to equity

0

0

0

0

-89

-89

Currency translation differences

36

14

0

-6

0

44

Balance as at 31 December 2021

4,280

3,833

836

-5,905

-2,863

181

(€ in thousands)

Assessed losses

and credits

Leases and

provisions

Long term

incentive

Intangible

assets

Other

Total

In some jurisdictions the group has tax losses that have not been recognized as a deferred

tax asset as the future recovery of these losses against future taxable income is

uncertain. As at 31 December 2021, these losses amounted to €358 million (2020: €260

million) of which €26 million (2020: €24 million) relates to foreign tax jurisdictions. These

losses have not been capitalized as the conditions under IAS 12.35 and IAS 12.36 have not

been met. The losses have no future expiry date.

The amount of uncapitalized tax losses increased compared with last year due to addition

of current year tax loss and the non-recognition of previously capitalized losses. The

deferred tax asset on losses and other temporary differences on our balance sheet is only

recognized to the level of the available corresponding deferred tax liability. In making the

assessment on the amount to be recognized we have taken into account the new loss

utilization rule in the Netherlands applicable from 1 January 2022. Under this rule, the

losses can be fully offset against the annual taxable profit up to €1 million and taxable

profit in excess of €1 million can only be offset for 50% against previous years’ tax losses.

In addition, the group has uncapitalized withholding and other tax credits amounting to

€19.6 million (2020: €10.8 million).

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

liabilities:

To be reversed within 12 months

-1,127

1,219

To be reversed after more than 12 months

1,308

1,710

Total deferred tax

181

2,929

(€ in thousands)

2021

2020

After offsetting deferred tax assets and liabilities, for an amount of €5 million (2020: €4

million) the net positions are presented as non-current assets and liabilities on the balance

sheet as follows:

Deferred tax assets

4,115

4,273

Deferred tax liabilities

-3,934

-1,344

Total deferred tax

181

2,929

(€ in thousands)

2021

2020

FINANCIALS / NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / PAGE 85

SECTION 2 / RESULTS OF THE YEAR CONTINUED

ACCOUNTING POLICY

Deferred taxes are calculated using the liability method. Deferred income taxes

reflect the net tax effects of temporary differences between the carrying amounts of

assets and liabilities for financial reporting purposes (accounting base) and the

amounts used for income tax purposes (tax base).

Deferred tax assets and liabilities are measured using the tax rates expected to apply

to taxable income in the years in which those temporary differences are expected to

be recovered or settled, using tax rates (and laws) that have been enacted or

substantially enacted by the balance sheet date.

The measurement of deferred tax liabilities and deferred tax assets reflects the tax

consequences that would follow from the manner in which the group expects, at the

balance sheet date, to recover or settle the carrying amount of its assets and

liabilities.

Deferred tax assets are recognized when it is probable that sufficient taxable income

will be available against which the deferred tax assets can be utilized. The carrying

amounts of deferred tax assets are reviewed at each balance sheet date and reduced

to the extent that it is no longer probable that sufficient taxable profits will be

available to allow all or part of the asset to be recovered.

Deferred income tax assets and liabilities are offset on the balance sheet when there

is a legally enforceable right to offset current tax assets against current tax liabilities

and when the deferred income taxes relate to income taxes levied by the same fiscal

authority.

SIGNIFICANT ESTIMATES

The determination of the group’s provision for income tax as well as deferred tax

assets and liabilities involves significant judgments and estimates on certain matters

and transactions, for which the ultimate outcome may be uncertain.

The ultimate realization of deferred tax assets is dependent upon the generation of

future taxable income in the countries where the deferred tax assets originated and

the periods during which the tax losses or temporary differences become deductible.

Management considers the scheduled reversal of deferred tax liabilities, projected

future taxable income, and tax planning strategies in making this assessment.

If the final outcome or a new estimate differs from the group’s estimates, such

differences will impact the current and deferred income tax assets and liabilities in

the period in which such determination is made.

FINANCIALS / NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / PAGE 86

SECTION 2 / RESULTS OF THE YEAR CONTINUED

Non-current assets and investments

The notes in this section specify the group’s non-current assets (and directly related

liabilities) including investments made during the year either through separate asset

acquisitions or business combinations.

13 GOODWILL

Cost

1,881,901

1,881,901

Accumulated impairment

-1,689,607

-1,689,607

Balance as at 31 December

192,294

192,294

(€ in thousands)

2021

2020

Goodwill is fully allocated to the Location Technology segment which represents the lowest

level at which Goodwill is monitored in the group. Refer to note 5 for details on operating

segments.

Our 2021 and 2020 impairment tests did not result in an impairment of Goodwill. Details

of the assumptions and estimates made are presented under Significant estimates below.

ACCOUNTING POLICY

Goodwill represents the excess of the costs of an acquisition over the fair value of the

group’s share of identifiable assets of the acquiree at the date of acquisition and is

carried at cost less accumulated impairment losses. Goodwill is allocated to operating

segments that are expected to benefit from the business combination in which the

goodwill arose.

Impairment testing

Goodwill and intangible assets that have an indefinite useful life are tested for

impairment at least annually, or whenever management identifies conditions that

may indicate a risk of impairment.

For the purposes of assessing impairment, assets are grouped at the lowest levels for

which there are separately identifiable cash flows (cash-generating units). An

impairment loss is recognized for the amount by which the asset’s carrying amount

exceeds its recoverable amount and is recognized immediately in the income

statement. The recoverable amount is the higher of an asset’s fair value less costs of

disposal and its value in use. In estimating the recoverable amount, management is

required to make an estimate of the expected future cash flows from the cash-

generating unit in the forecasted period and also to determine a suitable discount

rate in order to calculate the present value of those cash flows. Such estimates are

subject to a certain degree of judgment and uncertainty.

Impairments to goodwill are not subsequently reversed.

SIGNIFICANT ESTIMATES

Impairment test of goodwill

The methodologies as well as assumptions applied in performing our year-end

goodwill impairment test for Location Technology are set out below.

The recoverable amount of a segment is determined based on the higher of the value

in use or fair value less costs of disposal calculations. The fair value less costs of

disposal calculation resulted in a higher recoverable amount. The calculations of fair

value less costs of disposal for Location Technology uses post-tax cash flow

projections based on financial forecasts approved by management covering a five-

year period (forecasted period) including terminal value.

Management’s cash flow projections for Location Technology in the forecast period

are based on management’s assumptions on the expected revenue developments,

gross margin and operating margin after allocation of operating expenses from

shared units, taking into account management’s expectation of market size and

market share development.

Location Technology’s revenue, though impacted by supply shortages (mainly

semiconductors) in the automotive industry in the short term, is projected to grow in

line with management’s mid- and long-term plan in the forecast period. Given the

limited visibility on the longer-term growth, the growth rates in the later years are

more subject to uncertainty compared with the earlier years. Gross margin and

operating margin projections of each of the segments are consistent with the

expected revenue developments. We do not expect that climate related matters will

negatively influence our projected cash flow assumptions. Some of our products like

our products for electric vehicles and traffic services could even contribute positively

to mitigate climate change.

The growth rates after the forecast period as well as the discount rate used is

presented in the table below. The input to the group’s key assumptions include those

that are based on non-observable market data (level 3 input in accordance with IFRS

13).

FINANCIALS / NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / PAGE 87

SECTION 3

2021

Location

Technology

Revenue – perpetual growth1

1.0%

Discount rate2

8.5%

2020

Revenue – perpetual growth1

1.0%

Discount rate2

9.5%

1Weighted average growth rate used to extrapolate cash flows beyond the forecasted period.

2Post-tax discount rate applied to the cash flow projections.

Discount rates used are post-tax and reflect specific risks relating to the relevant

operating segments and market uncertainties in general.

Management considered the effects of applying a pre-tax approach and concluded

that this will not materially change the outcome of the impairment test.

Expectations and input to the impairment calculation, as well as the overall outcome,

have been compared with the available external information from various analysts,

and to the extent available, with market information on recent comparable

transactions (merger and acquisition activities of comparable companies).

The sensitivity test for Location Technology showed that a reasonably possible

change in any of the above-mentioned key assumptions as well as other assumptions

in the forecasted period would not cause the fair value less costs of disposal to fall

below the level of the carrying value. Also note that the carrying value of our Location

Technology segment significantly decreased in 2020 and 2021 following the decrease

in Other intangible assets (see note 14).

14 OTHER INTANGIBLE ASSETS

The movements in the intangible assets are as follows:

Cost

1,201,557

135,401

84,962

1,421,920

Accumulated amortization and

impairment

-843,075

-119,595

-79,090

-1,041,760

Balance as at 1 January 2020

358,482

15,806

5,872

380,160

Of which internally generated2

148,080

15,806

0

163,886

Disposals (net)

0

0

-2

-2

Amortization charges

-245,237

-10,776

-5,209

-261,222

Currency translation differences

-1,449

0

-12

-1,461

Movements

-246,686

-10,776

-5,223

-262,685

Cost

1,198,192

135,370

59,822

1,393,384

Accumulated amortization and

impairment

-1,086,396

-130,340

-59,173

-1,275,909

Balance as at 31 December 2020

111,796

5,030

649

117,475

Of which internally generated2

104,463

5,030

0

109,493

Amortization charges

-41,791

-4,791

-578

-47,160

Currency translation differences

163

0

0

163

Movements

-41,628

-4,791

-578

-46,997

Cost

1,109,923

135,472

7,729

1,253,124

Accumulated amortization and

impairment

-1,039,755

-135,233

-7,658

-1,182,646

Balance as at 31 December 2021

70,168

239

71

70,478

Of which internally generated2

63,285

239

0

63,524

(€ in thousands)

Map content

and

mapmaking

platform1

Internally

generated

technology

Other

Total

1The map content represents geographical content data used for the group’s digital map database.

2Internally generated technology does not include a balance relating to technology in development in both 2021

and 2020.

During the year the total gross amount of the assets disposed across all intangible asset

classes was €141 million (2020: €25 million). The decrease in amortization is due to the

acquired Tele Atlas map databases being fully amortized in 2020. No internal development

projects were capitalized in 2021 as they did not meet the capitalization criteria.

FINANCIALS / NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / PAGE 88

SECTION 3 / NON-CURRENT ASSETS AND INVESTMENTS CONTINUED

ACCOUNTING POLICY

Other intangible assets

Other intangible assets includes assets that have been acquired, either through

individual asset acquisitions or through business combinations, and assets that have

been generated internally, such as the group’s core technology and geographical

content database.

Internally generated intangible assets

Internal development costs for core technology are recognized as an intangible asset

if, and only if, all of the following have been demonstrated:

•The technical feasibility to complete the project.

•The intention to complete the intangible asset, and use or sell it.

•The ability to use or sell the intangible asset.

•How the intangible asset will generate probable future economic benefits.

•The availability of adequate resources to complete the project.

•The cost of developing the asset can be measured reliably.

Internally generated databases are capitalized until a certain level of map quality is

reached and ongoing activities focus on maintenance. Internal software costs relating

to development of non-core software with an estimated average useful life of less

than one year and engineering costs relating to the detailed manufacturing design of

new products are expensed in the period in which they are incurred.

The amount initially recognized for internally generated intangible assets is the sum

of the expenditure incurred from the date when the intangible asset first meets the

recognition criteria listed above. All expenditures on research activities are expensed

in the income statement as incurred.

Acquired intangible assets

Intangible assets acquired separately are initially recognized at cost, including

directly attributable costs to bring the asset to its intended use. Intangible assets

acquired in a business combination are identified and recognized separately from

goodwill when they satisfy the definition of an intangible asset and their fair values

can be measured reliably.

The cost of such intangible assets is their fair value at the acquisition date.

All intangible assets are subsequently carried at cost less accumulated amortization

and accumulated impairment losses.

The amortization of other intangible assets is recorded on a straight-line basis over

the following estimated useful lives as follows:

•Map content and mapmaking platform: 5-12 years.

•Internally generated core technology: 3-6 years.

•Acquired technology: 3-5 years.

•Customer relationships: 5-13 years.

•Computer software: 2-5 years.

Impairment

Intangible assets which have an indefinite useful life and intangible assets not yet

ready for use are tested for impairment at least annually, or whenever management

identifies conditions that may indicate a risk of impairment. Assets that are subject

to amortization are tested for impairment whenever events or changes in

circumstances indicate that the carrying amount may not be recoverable.

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

Non-financial assets, other than goodwill, which have been subject to an impairment,

are reviewed for possible reversal of the impairment at each reporting date.

SIGNIFICANT ESTIMATES

Management made use of assumptions and judgment in assessing the expected

future economic benefits that can be attributed to the internally generated

technology, databases and tools, as well as their expected useful lives. For internally

generated databases, assumptions are also made on the level of completion, at which

point the capitalization is discontinued and future activities are considered to be

maintenance.

Such estimates are made on a regular basis, as they can be significantly affected by

changes in technology and other factors.

Impairment of intangible assets

No impairment charge has been recorded for other intangible assets in either period

presented.

FINANCIALS / NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / PAGE 89

SECTION 3 / NON-CURRENT ASSETS AND INVESTMENTS CONTINUED

15 PROPERTY, PLANT AND EQUIPMENT

(€ in thousands)

Furniture and

fixtures

Computer

equipment

Leasehold

improvements

Other1

Total

Cost

10,535

46,072

16,373

5,217

78,197

Accumulated

depreciation

-6,493

-29,701

-10,843

-2,572

-49,608

Balance as at 1

January 2020

4,042

16,371

5,530

2,645

28,588

Additions

669

2,932

2,230

352

6,183

Reclassification

between categories

0

1,119

0

-1,119

0

Disposals (net)2

-71

-26

-105

-51

-253

Depreciation charges

-1,281

-7,829

-1,741

-541

-11,392

Currency translation

differences

-343

-352

-145

-64

-904

Movements

-1,026

-4,156

239

-1,423

-6,366

Cost

8,555

37,679

11,820

4,026

62,080

Accumulated

depreciation

-5,540

-25,464

-6,053

-2,804

-39,860

Balance as at 31

December 2020

3,015

12,215

5,767

1,222

22,220

Additions

1,415

4,443

7,246

226

13,330

Disposals (net)2

0

-13

0

-43

-56

Depreciation charges

-1,289

-6,495

-1,755

-387

-9,926

Currency translation

differences

453

244

-133

109

673

Movements

579

-1,821

5,358

-95

4,021

Cost

7,507

34,529

16,953

2,523

61,512

Accumulated

depreciation

-3,913

-24,135

-5,828

-1,395

-35,271

Balance as at 31

December 2021

3,594

10,394

11,125

1,128

26,241

1Other property, plant and equipment includes vehicles, production tools and moulds.

2The total gross amount of the assets disposed across all asset classes was €22 million (2020: €22 million).

No impairment has been recognized for Property, plant and equipment in 2021 or 2020.

ACCOUNTING POLICY

Property, plant and equipment are stated at historical cost less accumulated

depreciation and impairment charges. Depreciation is recorded on a straight-line

basis over the estimated useful lives of the assets as follows:

•Furniture and fixtures: 4-10 years.

•Computer equipment and hardware: 2-7 years.

•Leasehold improvements: 2-5 years.

•Vehicles: 4 years.

•Service equipment: 5 years.

The estimated useful lives, residual values and depreciation methods are reviewed at

each year-end, with the effect that any changes in estimate are accounted for on a

prospective basis. The gain or loss arising on disposal or retirement of an item of

property, plant and equipment is determined as the difference between the sales

proceeds and the carrying amount of the asset, and is recognized in profit or loss.

Impairment

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

assets.

16 LEASE ASSETS AND LEASE LIABILITIES

The group leases assets including buildings, cars and, to a limited extent, certain office

equipment.

Lease assets

The balances at year-end as well as key movements relating to lease assets are presented

below:

2021

Additions to leased assets

2,407

272

2,679

Depreciation charges

15,194

1,391

16,585

Balance as at 31 December

29,838

1,650

31,488

2020

Additions to leased assets

24,302

513

24,815

Depreciation charges

10,953

2,042

12,995

Balance as at 31 December

40,525

3,084

43,609

(€ in thousands)

Lease buildings

Lease vehicles

Total

FINANCIALS / NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / PAGE 90

SECTION 3 / NON-CURRENT ASSETS AND INVESTMENTS CONTINUED

Lease buildings

Buildings are leased for office space for periods of approximately of 2-5 years. Leases for

office buildings typically include an option, exercisable by the group as lessee up to one

year before the end of the cancellable lease term, to renew the lease for an additional

period of the same duration after the end of the contract term.

At the end of the year, the group had options to extend lease contracts for leased

buildings which represent potential discounted future lease payments not included in

lease liabilities of €38 million (2020: €34 million).

Most real estate leases include annual escalation clauses with reference to an index or

contractual rate.

Other leases

The group leases vehicles for qualifying employees with a standard lease term of four

years. The group does not purchase or guarantee the value of lease vehicles.

In some cases the 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.

Expenses recognized relating to short-term leases and leases of low value during 2021 was

€0.2 million and €0.5 million respectively (2020: €1.4 million and €0.6 million).

Lease liabilities

The total interest expense on lease liabilities in 2021 was €0.9 million (2020: €0.8 million)

and the total cash outflow for lease related payments was €16 million (2020: €16 million).

Lease liabilities have the following maturities:

(€ in thousands)

2021

2020

Less than 1 year

14,059

14,638

Between 1-5 years

19,336

27,061

More than 5 years

1,473

2,900

Total undiscounted lease liabilities at 31 December

34,868

44,599

ACCOUNTING POLICY

Leases as a lessee

A contract is classified as a lease at the inception of the contract, if the contract

conveys the right to control the use of an identified asset for a period in exchange for

consideration.

The group recognizes a right-of-use asset (lease asset) and a lease liability at the

lease commencement date. The asset is initially measured at cost, which comprises

the initial amount of the lease liability adjusted for any lease payments made at or

before the commencement date, plus any initial direct costs incurred and an

estimate of costs to restore the underlying asset, less any lease incentives received.

The lease asset is subsequently depreciated using the straight-line method from the

commencement date to the end of the useful life of the right-of-use asset,

considered to be indicated by the lease term. The lease asset is periodically adjusted

for certain remeasurements of the lease liability and impairment losses (if any).

The lease liability is initially measured at the present value of outstanding lease

payments, discounted using the interest rate implicit in the lease or, if that rate

cannot be readily determined, the group’s incremental borrowing rate. Generally, the

group uses its incremental borrowing rate as the discount rate. The group separates

payments for lease cars into lease components and non-lease components.

The lease liability is measured at amortized cost using the effective interest method

and is remeasured when there is a change in future lease payments arising from a

change in an index or rate or if the group changes its assessment of whether it will

exercise a purchase, extension or termination option. A corresponding adjustment is

made to the carrying amount of the right-of-use asset with any excess over the

carrying amount of the asset being recognized in profit or loss.

Short-term leases and leases of low value assets

The group has elected not to recognize lease assets and lease liabilities for short-

term (term of 12 months or less) leases and leases of low-value assets, including IT

equipment. The group recognizes the lease payments associated with these leases as

an expense on a straight-line basis over the lease term.

Extension options

Extension options are mainly applicable to leased buildings.

The group assesses whether it is reasonably certain to exercise the options at lease

commencement and subsequently, if there is a change in circumstances within its

control. Such assessment involves management judgment and estimate based on

information at the time the assessments are made.

Extension options are included in the lease term when the group has an economic

incentive to exercise the option. The group considers available evidence at the time of

the assessment, including potential favorable terms upon extension, potential

termination penalties, the relative costs associated with potential relocation or

termination of the lease and the extent of leasehold improvements undertaken.

The size and the relative importance of the lease premises as well as the availability

of easily substitutable assets is taken into consideration when assessing whether the

group has an economic incentive to extend a lease for which it holds an option to do

so.

FINANCIALS / NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / PAGE 91

SECTION 3 / NON-CURRENT ASSETS AND INVESTMENTS CONTINUED

17 OTHER INVESTMENTS

The group held an equity interest in Cyient Ltd. (Cyient). Effective from 1 January 2020

the group changed the classification of its investment in Cyient Ltd. from an associate to

a financial asset held at fair value as the conditions to treat this as an associate were no

longer met. This change in classification resulted in a one-off gain of €3.1 million during

2020, included in 'Other financial result'. The group has elected to account for future

changes in fair value through other comprehensive income. Total amount of fair value

changes recognized during 2021 in other comprehensive income amounted to €6.8 million

(2020: €0.8 million) net of tax. For accounting policies relating to financial assets at fair

value, reference is made to note 28.

FINANCIALS / NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / PAGE 92

SECTION 3 / NON-CURRENT ASSETS AND INVESTMENTS CONTINUED

Working capital

The notes in this section specify items that form part of group’s working capital

including disclosure relating to cash and cash equivalents.

18 INVENTORIES

Finished goods

11,720

16,548

Components and sub-assemblies

7,865

9,598

Total inventories

19,585

26,146

(€ in thousands)

2021

2020

The amount of inventories recognized as an expense when the inventories are sold and

included in cost of sales amounted to €45 million (2020: €54 million). As a result of the

write-down of inventories to their net realizable value, the group recognized a cost of €2.2

million (2020: €1.7 million). These costs are included in cost of sales.

ACCOUNTING POLICY

Inventories are stated at the lower of cost and net realizable value. The cost of

inventories comprises costs of purchase, assembly and conversion to finished

products. The cost of inventories is determined using the first-in, first-out (FIFO)

method, net of reserves for obsolescence and any excess stock. Net realizable value

represents the estimated selling price less an estimate of the costs of completion and

direct selling costs.

19 TRADE RECEIVABLES

Gross accounts receivables

58,117

82,058

Expected credit loss allowance

-1,938

-2,397

Total trade receivables (net)

56,179

79,661

(€ in thousands)

2021

2020

The carrying amount of trade receivables approximates their fair value and the group

expects to recover all receivables within a year. The group does not hold any collateral over

these balances. In determining the expected credit loss allowance the group has

considered any change in risk profile of our customers following the COVID-19 pandemic.

Trade accounts receivable include amounts denominated in the following major currencies:

EUR

31,938

59,908

GBP

1,701

741

USD

18,385

15,240

Other

4,155

3,772

Total trade receivables (net)

56,179

79,661

(€ in thousands)

2021

2020

ACCOUNTING POLICY

Trade receivables are initially recognized at fair value, and subsequently measured at

amortized cost (if the time value is material), using the effective interest method,

less expected credit loss allowances. For details of expected credit losses refer to note

27.

20 | OTHER RECEIVABLES AND PREPAYMENTS

Prepayments

13,472

8,882

Corporate income tax, VAT and other taxes

6,579

9,939

Other receivables

5,378

7,944

Total other receivables

25,429

26,765

(€ in thousands)

2021

2020

The carrying amount of the other receivables and prepayments approximates their fair

value.

For accounting policies related to 'Other receivables' reference is made to note 28.

21 | OTHER FINANCIAL ASSETS AND LIABILITIES

Other financial assets/liabilities includes derivative financial instruments carried at fair

value through profit or loss. Derivative assets are disclosed as part of other receivables

and prepayments and derivative liabilities are included in accruals and other liabilities.

Assets

Liabilities

Assets

Liabilities

Derivatives at fair value through profit

or loss

136

0

12

-217

(€ in thousands)

2021

2020

FINANCIALS / NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / PAGE 93

SECTION 4

The notional principal amounts of the outstanding forward foreign exchange contracts as

at 31 December 2021 were €15.0 million (2020: €13.4 million). All the group’s outstanding

forwards have a contractual maturity of less than one year.

ACCOUNTING POLICY

Derivatives are initially and subsequently measured at fair value. Gains or losses

arising from changes in fair value of derivatives are recognized in the income

statement. Transaction costs are expensed in the income statement.

The group does not apply hedge accounting.

22 | CASH AND CASH EQUIVALENTS AND FIXED TERM DEPOSITS

Cash placed in accounts are classified based on the nature of the account and the length

of time to maturity.

Cash and cash equivalents

Cash and cash equivalents of €206 million (2020: €232 million) includes cash held in short-

term bank deposits with an original maturity of three months or less. Cash and cash

equivalents are predominantly denominated in euros and partly in US dollars.

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

Fixed term deposits

Fixed term deposits are investments in term deposits with financial institutions of €150

million. Investments are made with institutions with investment grade credit ratings and

are all denominated in Euros (2020: Euro investments €100 million and US Dollar

investments €41 million).

Fixed term deposits have maturities of more than three but less than 12 months from the

date of acquisition. The carrying amount of fixed-term deposits assets approximates their

fair value.

ACCOUNTING POLICY

Cash and cash equivalents

Cash and cash equivalents are stated at face value and comprise cash on hand,

deposits held on call with banks and other short-term highly liquid investments which

have a maturity of three months or less from the date of acquisition. They are readily

convertible to a known amount of cash and subject to an insignificant risk of changes

in value.

Fixed term deposits

Fixed term deposits have insignificant interest rate risk and maturity dates longer

than three months but less than 12 months at the date of acquisition.

23 TRADE PAYABLES

All trade payable balances have a contractual maturity of less than six months and the

carrying amount approximates their fair value.

ACCOUNTING POLICY

Accounts payable include trade payables as well as amounts for orders which have

been fulfilled and the goods have been received, but for which no invoice has yet been

processed. The timing and amount of the obligation relating to these payables are

certain.

24 ACCRUALS AND OTHER LIABILITIES

Accruals and other liabilities comprise the following:

Personnel related accruals

32,071

30,999

Operating expense accruals

14,693

10,576

Taxes and social security

8,155

7,981

Financial liabilities

0

217

Total accruals and other liabilities

54,919

49,773

(€ in thousands)

2021

2020

For accounting policies relating to financial liabilities and accruals reference is made to

note 28.

FINANCIALS / NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / PAGE 94

SECTION 4 / WORKING CAPITAL CONTINUED

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, are included in this section.

25 SHAREHOLDERS’ EQUITY

Authorised:

Ordinary shares

300,000,000

60,000

300,000,000

60,000

Preferred shares

150,000,000

30,000

150,000,000

30,000

Total

450,000,000

90,000

450,000,000

90,000

Issued and fully paid:

Ordinary shares

132,366,672

26,473

132,366,672

26,473

Of which held in Treasury

5,417,122

2,103,853

2021

2020

Number

(€ in

thousands)

Number

(€ in

thousands)

In 2020 the group initiated a share buyback program which was temporarily suspended at

the end of March 2020 as a precautionary measure in light of the COVID-19 pandemic.

The share buyback program was resumed on 15 February 2021 and concluded on 27 May

2021. During 2021, 4.3 million shares were purchased for an aggregate consideration of

€33.4 million. Since the program's initial launch in 2020, a total of 6.7 million shares were

repurchased for €50 million, at an average price of €7.48 per share.

During the year 1,019,390 treasury shares were issued to cover the exercise of employee

stock options and settlement of restricted stock units (2020: 1,075,254 treasury shares).

All shares have a par value of €0.20 per share (2020: €0.20 per share). All issued shares

have been fully paid. Further information on the rights, restrictions and other conditions

attached to ordinary and preferred shares is provided in the Corporate Governance section

in the Annual Report.

Reserves are freely distributable except for €80 million of legal reserves (2020: €111

million). Note E. Other reserves in the company financial statements provides an overview

of the non-distributable reserves.

The Corporate Governance section provides a detailed description regarding the use of

Foundation Continuity TomTom as a protective measure.

Management is of the 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 event

that the call option is exercised, the preferred shares that are issued temporarily are

intended to be canceled within a one-year period. The option is therefore not accounted

for, nor is further disclosure provided.

ACCOUNTING POLICY

Share capital

Ordinary shares are classified as share capital. Equity instruments are recorded at the

proceeds received, net of direct issue costs.

Share premium

The share premium represents the amount by which the fair value of the

consideration received exceeds the nominal value of shares issued. Incremental costs

directly attributable to the issue of new shares or options are shown in equity as a

deduction, net of tax, from the proceeds.

Treasury shares

Own equity instruments that are reacquired (treasury shares) are recognized at cost

and deducted from equity. No gain or loss is recognized in profit or loss on the

purchase, sale, issue or cancellation of the group’s own equity instruments. Upon

reissue, any difference between the carrying amount, determined on a first-in, first-

out basis, and the consideration, is recognized in the retained earnings.

FINANCIALS / NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / PAGE 95

SECTION 5

26 EARNINGS PER SHARE

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

Net result attributable to ordinary equity holders

-94,653

-257,639

Number of shares

Weighted average number of ordinary shares for basic earnings per

share

127,714

130,562

Effect of dilutive potential ordinary shares

Stock options and restricted stock units

1,716

1,144

Weighted average number of ordinary shares for diluted earnings per

share

129,430

131,706

Earnings per share (€)

Basic

-0.74

-1.97

Diluted

-0.74

-1.97

(€ in thousands)

2021

2020

ACCOUNTING POLICY

Basic earnings per share

Basic earnings per share is calculated by dividing the profit attributable to equity

holders of the company by the weighted average number of ordinary shares

outstanding during the year. Treasury shares are deducted from the number of

ordinary shares outstanding on a weighted average basis.

Diluted earnings per share

Diluted earnings per share is calculated by adjusting the weighted average number of

ordinary shares outstanding to assume conversion of all dilutive potential ordinary

shares arising from stock options and other equity-settled stock compensation plans.

When the effect of the equity-settled stock compensation plans is anti-dilutive, the

number is excluded from the calculation of diluted earnings.

27 FINANCIAL RISK MANAGEMENT

The group’s activities result in exposure to a variety of financial risks including credit,

foreign currency, liquidity, interest rate and capital risk. Management policies have been

established to identify, analyze and monitor these risks, and to set appropriate risk limits

and controls. Financial risk management is carried out in accordance with our Corporate

Treasury Policy. The written principles and policies are reviewed periodically to reflect

changes in market conditions, the activities of the business and laws and regulations

affecting the group’s business.

Credit

Credit risk arises primarily from cash and cash equivalents and investments held at

financial institutions and, to a certain extent, from trade receivables and contract assets.

Cash balances are held with counterparties that have a credit risk rating of at least BBB-,

as rated by an acknowledged rating agency. Moreover, to avoid significant concentration

of exposure to particular financial institutions, we ensure that transactions and

businesses are properly spread among different counterparties.

The group’s exposure from its customers is managed through establishing proper credit

limits and continuous credit risk assessments for each individual customer.

Procedures include aligning credit and trading terms and conditions with an assessment of

the individual characteristics and risk profile of each customer. This assessment is made

based on past experiences and independent ratings from external rating agencies

whenever available.

Management actively monitors the credit risk related to these customers, also taking into

account the effects of COVID-19 and takes proactive action to reduce credit limits if

required.

The following table summarizes the movement in the expected credit loss allowances for

both trade receivables and unbilled receivables:

Balance as at 1 January

-2,702

-2,714

Additions to provision

-1,203

-1,239

Receivables written off during the year as uncollectible

982

52

Unused amounts reversed

737

1,208

Currency translation differences

-27

-10

Balance as at 31 December

-2,213

-2,702

(€ in thousands)

2021

2020

FINANCIALS / NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / PAGE 96

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

To measure the expected credit losses, trade receivables and unbilled receivables have

been grouped based on shared credit risk characteristics and the days past due as

presented below:

Gross unbilled receivables

67,585

58,619

Gross trade receivables

58,117

82,058

125,702

140,677

Of which:

Not overdue

119,964

129,249

Overdue less than 3 months

534

8,866

Between 3-6 months

1,999

759

More than 6 months

3,205

1,803

Gross receivables

125,702

140,677

(€ in thousands)

2021

2020

Not overdue represents balances for which payment terms specified in the terms and

conditions established with the group’s customers have not been exceeded or balances

which have not yet been invoiced.

As at 31 December 2021, the total expected credit loss allowance represented

approximately 0.4% of group revenue (2020: 0.5%).

ACCOUNTING POLICY

In determining the expected credit loss, the group applies the simplified approach to

measuring expected credit losses, which uses a lifetime expected loss allowance for all

trade and unbilled receivables. As unbilled receivables share the same risk

characteristics as trade receivables for similar types of contracts, the expected loss

rates for trade receivables are considered a reasonable approximation of the loss

rates for unbilled receivables. The expected credit loss rates are measured by

grouping trade and unbilled receivables based on shared credit risk characteristics

and days passed due. When a trade receivable is uncollectible, it is written off against

the allowance account for trade receivables. The expected loss allowances and any

subsequent recoveries of amounts previously written off, are recognized in operating

expenses within ‘General and administrative’.

Foreign currency

The group operates internationally and conducts business in multiple currencies. Revenue

is earned in EUR, GBP, USD and other currencies, and does not necessarily match the cost

of sales and other costs which are largely in EUR, USD and PLN. Foreign currency exposures

on commercial transactions relate mainly to estimated purchases and sales transactions

that are denominated in currencies other than reporting currency – EUR (€).

The group manages foreign currency transaction risk in normal circumstances through

forward contracts to cover forecasted net exposures. All such transactions are carried out

within the guidelines set by Corporate Treasury Policy, which is reviewed annually by the

Audit Committee.

A 2.5% strengthening/weakening of EUR as at 31 December 2021 would have had the

following impact (increase/(decrease)) on profit or loss, and equity:

USD

777

-777

573

-537

GBP

-356

356

-555

555

PLN

-298

298

-229

229

(€ in thousands)

2021

2020

Strengthen

Weaken

Strengthen

Weaken

This analysis assumes that all other variables remain constant. The analysis was

performed on the same basis as in 2020.

A breakdown of receivables held in foreign currencies is provided in note 19.

Liquidity

The approach to managing liquidity is to ensure that sufficient funds are available to

meet financial obligations when they fall due under both normal and stressed conditions,

without incurring unacceptable losses or risking damage to the group’s reputation. To

ensure there is sufficient cash to meet expected operational expenses, including the

servicing of financial obligations, actual and future cash flow requirements are regularly

monitored, taking into account the maturity profiles of financial assets and liabilities and

the rolling forecast of the group’s liquidity reserve, which comprises cash and cash

equivalents as well as fixed term deposits.

As at 31 December 2021 the group’s net cash position was €356 million, which is assessed

to be sufficient to cover the group's liquidity needs.

Credit facility

The group had a credit facility comprising of a revolving credit facility of €75 million and

an additional €40 million accordion option. No interest is paid on the facility during the

periods presented as the facility was undrawn at the end of 2021 and 2020.

A commitment fee is paid on the undrawn amount, which is included in the interest

expense line item.

Given the group's strong cash position the group did not utilize the facility in the past few

years nor do we expect to utilize the facility based upon our current forecasts. Accordingly

the credit facility was terminated early 2022. The credit facility was entered into in June

2019, and had an original effective date until 20 June 2024.

Interest rate

Interest rate risk arises primarily from the exposure to interest income/expense on cash

balances.

FINANCIALS / NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / PAGE 97

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

Our intention is to prioritize capital preservation and when possible we invest our surplus

cash using approved investment instruments, such as bank deposits and money market

fund investments. All transactions and counterparty risk limits are governed by the

Corporate Treasury Policy.

Capital

The group’s financing policy aims to maintain a capital structure that enables the group

to achieve its strategic objectives and daily operational needs, and to safeguard the

group’s ability to continue as a going concern.

In order to maintain or adjust the capital structure, the group may issue new shares,

adjust its dividend policy, return capital to shareholders or take on new debt.

As at 31 December 2021, the group had a net cash position of €356 million (2020: €372

million).

For further quantitative disclosures in respect of liquidity, interest rate and capital risks,

reference is made to note 22 and note 25.

28 FINANCIAL INSTRUMENTS

The group holds the following financial instruments for which additional disclosures are

provided in the notes as indicated:

Financial assets

Financial assets at amortized cost

Trade receivables

19

56,179

79,661

Fixed-term deposits

22

150,000

140,930

Cash and cash equivalents

22

205,820

231,520

Financial assets at fair value through profit or loss

Derivative instruments

21

136

12

Financial assets at fair value through other comprehensive

income

Other investments

17,982

8,733

Total financial assets

430,117

460,856

Financial liabilities

Financial liabilities at amortized cost

Trade payables

23

14,022

21,998

Lease liabilities

16

33,339

43,673

Financial liabilities at fair value through profit or loss

Derivative instruments

21

0

217

Total financial liabilities

47,361

65,888

(€ in thousands)

Note

2021

2020

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

instruments.

FINANCIALS / NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / PAGE 98

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

ACCOUNTING POLICY

Financial assets

The group classifies its financial assets, at initial recognition, as subsequently

measured at amortized cost or at fair value through profit or loss or other

comprehensive income. The classification depends on the purpose for which the

financial assets were acquired.

Financial assets at amortized cost

Financial assets measured at amortized cost are financial assets which are held for

the objective of collecting contractual cash flows which are fixed and determinable

and consist solely of payments of principal and interest. They are initially recognized

at fair value and subsequently measured at amortized cost (if the effect of time

value is material) using the effective interest method, less any expected credit losses.

Financial assets are included in current assets, except for those with maturities

greater than 12 months after the balance sheet date, which are classified as non-

current assets. For further details regarding expected credit losses, refer to note 27

Financial risk management.

Financial assets at fair value through other comprehensive income

Financial assets at fair value through other comprehensive income (OCI) represents

investment in equity instruments carried at fair value. The group elected to recognize

the changes in fair value through OCI. Dividend income is recognized in the profit or

loss when the group's right to receive payment is established. The fair value of such

instrument is determined using level 1 input.

Financial assets and liabilities at fair value through profit or loss

Derivatives are categorized at fair value through profit or loss unless they are

designated as hedges. Derivatives are recorded as financial assets when the value of

the derivative is positive in favor of the company; otherwise the derivative is

classified as a financial liability. All derivative financial instruments are classified as

current or non-current assets or liabilities based on their maturity dates and are

accounted for at trade date. Financial assets are derecognized when the rights to

receive cash flows from the investments have expired or have been transferred and

the group has substantially transferred all risks and rewards of ownership.

The fair value of financial assets/liabilities carried at fair value through profit or loss

is determined using valuation techniques that maximize the use of observable

market data where it is available and which rely as little as possible on entity-specific

estimates. In accordance with the fair value hierarchy established by IFRS 13, these

types of inputs classify as level 2 inputs.

Financial liabilities at amortized cost

Financial liabilities issued by the group are classified according to the substance of

the contractual arrangements entered into, and the definitions of a financial liability.

Financial liabilities are initially recognized and measured at fair value and

subsequently at amortized cost.

Fair value estimation

The group classifies fair value measurements using a fair value hierarchy that

reflects the significance of the inputs used in making the measurements.

The fair value hierarchy divides the inputs into the following levels:

•Level 1: quoted prices (unadjusted) in active markets for identical assets and

liabilities.

•Level 2: inputs other than quoted prices that are observable for the asset or

liability, either directly or indirectly (for example, derived from prices).

•Level 3: inputs for the asset or liability that are not based on observable market

data.

29 FINANCIAL RESULT

Other financial result includes the following items:

Other financial result

366

2,695

Foreign exchange result

7,354

-9,129

Other financial result

7,720

-6,434

(€ in thousands)

2021

2020

The interest expense as presented in the consolidated statement of income relates mainly

to interest expense on cash balances, lease liabilities and commitment fees for the loan

facility (see note 27 Financial risk management).

Other financial results in 2020 include a one-off gain of €3.1 million from remeasuring the

investment in Cyient to fair value as the investment no longer classified as an associate.

Refer to note 17. The foreign exchange result includes results that mainly related to

monetary balance sheet item revaluations (including deposits in foreign currency) and to a

lesser extend hedging contracts. Hedging contracts are entered into to protect the group

from adverse exchange rate fluctuations that may result from PLN and USD (2020: PLN

and USD) exposures.

ACCOUNTING POLICY

Interest income and expense are recognized using the effective interest method.

Interest expense includes all finance costs such as lease interest expense and facility

commitment fee.

FINANCIALS / NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / PAGE 99

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

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

Non-current

33,484

41,014

Current

6,537

7,918

Total provisions

40,021

48,932

(€ in thousands)

2021

2020

The movements in each category of provisions are as follows:

Balance as at 1

January 2020

13,439

20,198

21,383

0

55,020

Increases in provisions

1,419

431

2,121

5,508

9,479

Utilized

-3,067

0

-610

-1,975

-5,652

Released

-3,750

-6,165

0

0

-9,915

Balance as at 31

December 2020

8,041

14,464

22,894

3,533

48,932

Increases in provisions

972

376

335

3,063

4,746

Utilized

-2,528

0

-1,822

-2,188

-6,538

Released1

-550

-5,366

0

-1,203

-7,119

Balance as at 31

December 2021

5,935

9,474

21,407

3,205

40,021

(€ in thousands)

Warranty

Claims and

litigation

Employee

benefits

Other

Total1

1Releases in claims and litigation mainly reflects the expiry of statute of limitations, while releases in warranty and

other provisions relate to unutilized provisions.

ACCOUNTING POLICY

Provisions are recognized when:

•The group has a present obligation as a result of a past event.

•It is probable that the group will be required to settle that obligation.

•The amount can be reliably estimated.

Provisions are measured at management’s best estimate of the expenditure required

to settle the obligation at the balance sheet date, and are discounted to present

value where the effect is material.

Warranty provision

The group offers warranties mainly for its hardware products in Consumer (including

Automotive hardware). Provisions for warranty costs are recognized at the date of

sale of the relevant products, at management’s best estimate of the expenditure

required to settle the group’s obligation. Warranty costs are recorded within cost of

sales.

Claims and litigation provision

The group made a provision for potential legal, tax penalties and other risks in various

jurisdictions. The legal matters consist mainly of intellectual property infringement

issues. In the normal course of business, the group receives claims relating to

allegations that it has infringed intellectual property assets.

In such cases, the companies making the claims seek payments that may take the

form of licenses and/or damages. While these claims will be resisted, some are likely

to be settled by negotiation and others are expected to result in litigation.

The cases and claims against the group often raise difficult and complex factual and

legal issues which are subject to many uncertainties and complexities, including but

not limited to the facts and circumstances of each particular case and claim, the

jurisdiction in which each suit is brought, and the differences in applicable law. In the

normal course of business, management consults with legal counsel and certain other

experts on matters related to such claims and litigation. The group accrues a liability

when it is determined that an adverse outcome is more likely than not, and the

amount of the loss can be reasonably estimated.

If the likelihood of an adverse outcome is reasonably possible or an estimate is not

determinable, the matter is disclosed, provided it is material. Management is of the

opinion that the provision is adequate to resolve these claims.

Employee benefits provision

Employee benefits provision relates mainly to the defined benefit pension plan in

Germany and Belgium as disclosed in note 8.

Other provision

Other provision and its movement in 2021 relates mainly to provisions for expected

restructuring expenses.

FINANCIALS / NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / PAGE 100

SECTION 6

SIGNIFICANT ESTIMATES

Warranty provision

Management estimates the related provision for future warranty claims based on

historical warranty claim information, as well as evaluating recent trends that might

suggest that past cost information may differ from future claims. From the total

warranty provision of €6 million (2020: €8 million), it is estimated that an amount of

€3 million (2020: €4 million) will be utilized within 12 months while the remaining will

be utilized between 1-3 years.

Claims and litigation provision

The methodology used to determine the amount of the liability requires significant

judgments and estimates regarding the costs of settling asserted claims. Due to the

fact that there is limited historical data available, the estimated liability cannot be

based upon recent settlement experience for similar types of claims.

Based on the best estimate, the portion of the claims and litigation provision

expected to be settled in the coming 12 months amounts to approximately €0.4

million (2020: €0.8 million).

31 COMMITMENTS, CONTINGENT ASSETS AND LIABILITIES

The group has long-term financial commitments, which are not shown in the group’s

balance sheet as at 31 December 2021. These commitments relate mainly to service

contracts with suppliers.

Also included is 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:

Less than 1 year

70,882

79,073

Between 1-5 years

46,140

111,144

More than 5 years

840

2,000

Total commitments

117,862

192,217

(€ in thousands)

2021

2020

The group has a guarantee facility of €5 million, of which a total amount of €3 million has

been issued (2020: €10 million and €2 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 the

drawing up of a management report and the notes to the financial statements.

Contingencies

Please refer to note 12 and note 30 for disclosures on tax and legal contingencies.

Based on legal advice, there were no other contingencies that management expects to

have a material adverse effect on the group’s financial position as at 31 December 2021.

32 RELATED PARTY TRANSACTIONS

A full overview of the remuneration of the Management Board and the Supervisory Board

is included in the Remuneration Report.

The expenses relating to remuneration of key management personnel are presented in the

following table:

2021

Management Board

and Senior

Leadership Team

4,898,800

660,113

228,127

3,333,208

9,120,248

Supervisory Board

270,000

0

0

0

270,000

Total remuneration

5,168,800

660,113

228,127

3,333,208

9,390,248

2020

Management Board

and Senior

Leadership Team

4,321,627

572,014

157,614

3,137,030

8,188,285

Supervisory Board

239,182

0

0

0

239,182

Total remuneration

4,560,809

572,014

157,614

3,137,030

8,427,467

(€)

Salary and

bonus1

Other short-

term benefits2

Post-

employment

benefits

Long-term

incentives

Total

remuneration3

1In 2021, the total bonus expense amounted to €1.0 million versus €0.3 million in 2020.

2The other short-term benefits in 2021 and 2020 relate mainly to social security charges.

3The increase in total remuneration is due to an increase in the salaries, bonuses and long-incentives of the

Management Board and Senior Leadership Team.

Certain key personnel also hold ownership interests in TomTom NV, as disclosed in the

Corporate governance section under ‘Substantial shareholdings and short positions’.

FINANCIALS / NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / PAGE 101

SECTION 6 / OTHER DISCLOSURES CONTINUED

33 AUDITOR’S REMUNERATION

The total remuneration to Ernst & Young Accountants LLP for the statutory audit of 2021

for the group amounted to €500,000 (2020: €540,000). The total service fees paid/payable

to the Ernst & Young network amounted to €561,000 (2020: €601,000). Included in the

total remuneration is an amount of €561,000 (2020: €601,000) invoiced by Ernst & Young

Accountants LLP, which includes an amount of €61,000 (2020: €61,000) for other

statutory audits.

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.

FINANCIALS / NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS / PAGE 102

SECTION 6 / OTHER DISCLOSURES CONTINUED

FINANCIALS

Company financial statements

Company statement of income / 104

Company balance sheet / 104

Notes to the company financial statements / 105

TOMTOM NV / ANNUAL REPORT 2021 / PAGE 103

Company statement of income

For the year ended 31 December

Result of subsidiaries after taxation

C

-80,665

-242,898

Net result

-94,653

-257,639

(€ in thousands)

Notes

2021

2020

General and administrative expenses

B

6,317

5,891

Operating result

-6,317

-5,891

Interest expense

-11,823

-13,357

Other financial result

0

64

Result before tax

-18,140

-19,184

Income tax gain

4,152

4,443

Company balance sheet

For the year ended 31 December

(€ in thousands)

Notes

2021

2020

Investments in subsidiaries

C

2,152,077

2,215,621

Total non-current assets

2,152,077

2,215,621

Receivables

39,383

40,137

Cash and cash equivalents

20

18

Total current assets

39,403

40,155

Total assets

2,191,480

2,255,776

Share capital

26,473

26,473

Share premium

338,124

338,124

Treasury shares

-40,746

-14,312

Other reserves

E

99,172

127,598

Accumulated result

-45,647

167,372

Result for the year

-94,653

-257,639

Total shareholders’ equity

D

282,723

387,616

Intercompany payable

F

1,907,782

1,867,696

Total non-current liabilities

1,907,782

1,867,696

Other liabilities

975

464

Total current liabilities

975

464

Total equity and liabilities

2,191,480

2,255,776

FINANCIALS / COMPANY FINANCIAL STATEMENTS OF TOMTOM N.V. / PAGE 104

A PRESENTATION OF FINANCIAL STATEMENTS AND RECOGNITION

AND MEASUREMENT PRINCIPLES

The description of the activities of TomTom NV (the company) and the company

structure, as included in the notes to the consolidated financial statements, also applies to

the company financial statements.

The company has prepared its company financial statements in accordance with Part 9 of

Book 2 of the Dutch Civil Code and, specifically, in accordance with section 362.8 of the

Dutch Civil Code. In doing so, it has applied the principles of recognition and measurement

as adopted in the consolidated financial statements (IFRS). Investments in subsidiaries are

accounted for using the equity method. For more information on the accounting policy

applied, and on the notes, please refer to the notes to the consolidated financial

statements.

B GENERAL AND ADMINISTRATIVE EXPENSES

The employees of the company comprise only the members of the Management Board.

The General and Administrative expenses comprised mainly of the remuneration of the

Management Board and the Supervisory Board and other general expenses such as the

auditor’s fees. For the remuneration of the Management Board and Supervisory Board,

reference is made to the Supervisory Board and the Remuneration Report in this annual

report. The auditor’s fee is further disclosed in note 33 of the consolidated financial

statements

C INVESTMENTS IN SUBSIDIARIES

The movements in investments in subsidiaries were as follows:

Balance as at 1 January

2,215,621

2,466,523

Result of subsidiaries

-80,665

-242,898

Transfer to stock compensation reserve

4,497

5,066

Currency translation differences

4,795

-6,446

Other direct equity movements

7,829

-6,624

Balance as at 31 December

2,152,077

2,215,621

(€ in thousands)

2021

2020

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 deposited

at the office of the Chamber of Commerce in Amsterdam, the Netherlands.

D SHAREHOLDERS’ EQUITY

For the statement of changes in equity for the year ended 31 December 2021, please refer

to Consolidated statement of changes in equity in the consolidated financial statements.

Additional information on the shareholders’ equity is disclosed in note 25 of the

consolidated financial statements.

E OTHER RESERVES

Balance as at 1

January 2020

157,272

16,127

173,399

15,109

188,508

Currency translation

differences

0

-6,997

-6,997

0

-6,997

Recycled currency

translation

differences

0

551

551

0

551

Fair value

remeasurement of

financial instruments

775

0

775

0

775

Stock compensation

expenses

0

0

0

6,437

6,437

Transfers between

reserves

-56,614

0

-56,614

-5,062

-61,676

Balance as at 31

December 2020

101,433

9,681

111,114

16,484

127,598

Currency translation

differences

0

4,794

4,794

0

4,794

Fair value

remeasurement of

financial instruments

6,847

0

6,847

0

6,847

Stock compensation

expenses

0

0

0

5,934

5,934

Transfers between

reserves

-42,523

0

-42,523

-3,478

-46,001

Balance as at 31

December 2021

65,757

14,475

80,232

18,940

99,172

(€ in thousands)

Legal reserve

participation

Cumulative

translation

reserve

Total legal

reserve

Stock

compensation

reserve

Total other

reserves

FINANCIALS / COMPANY FINANCIAL STATEMENTS OF TOMTOM N.V. / PAGE 105

NOTES TO THE COMPANY FINANCIAL STATEMENTS

LEGAL RESERVE

Legal reserves are the non-distributable reserves that are recorded for an amount equal to

the restricted reserves of the company’s subsidiaries and the cumulative translation

reserve.

STOCK COMPENSATION RESERVE

The stock compensation reserve represents the cumulative expense of issued stock

options that have been granted but not exercised and restricted stock units that have not

yet vested.

F INTERCOMPANY PAYABLES

Intercompany payables comprises loans provided by subsidiaries. The interest rate on the

loan during 2021 is based upon the applicable inter-bank offered rate plus a margin. Given

that the current interbank rates are below zero, the margin charged is set at a rate of

0.5% (2020: 1.5%). Although no repayment period has been agreed the loan has a long-

term nature.

G OFF-BALANCE SHEET COMMITMENTS

The company has a guarantee facility of €5 million, of which a total amount of €2.7

million has been issued (2020: €10 million and €2.4 million respectively).

The company has also issued several declarations of joint and several liability for various

group companies, in compliance with section 403 of Part 9 of Book 2 of the Dutch Civil

Code.

In addition, two German subsidiaries, TomTom Germany GmbH & Co. KG. and TomTom

Location Technology Germany GmbH, apply the exemption as described in section 264b of

the German Commercial Code (HGB) with regard to the publication of the annual financial

statements.

The company forms a fiscal unity for corporate income tax and value added tax (VAT)

purposes with several of its Dutch subsidiaries. Each company within the fiscal unity is

jointly and severally liable for the fiscal liability of the fiscal unity.

H SUBSEQUENT EVENTS

There has been no subsequent events from 31 December 2021 to the date of issue of

these financial statements.

I PROPOSED APPROPRIATION OF RESULT

The Management Board proposes to add the net loss in full to the Accumulated result.

TomTom NV

Amsterdam, 4 February 2022

The management board

The supervisory board

HAROLD GODDIJN

DERK HAANK

TACO TITULAER

JACQUELINE TAMMENOMS BAKKER

ALAIN DE TAEYE

JACK DE KREIJ

MICHAEL RHODIN

HALA ZEINE

FINANCIALS / COMPANY FINANCIAL STATEMENTS OF TOMTOM N.V. / PAGE 106

NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED

FINANCIALS

Other information

Other information / 108

Independent auditor's report / 109

FINANCIALS / OTHER INFORMATION / PAGE 107

STATUTORY PROVISION WITH RESPECT TO APPROPRIATION OF RESULTS

According to the company’s Articles of Association, the company’s result is freely at the

disposal of the shareholders, provided that total shareholders’ equity exceeds the called-up

and paid-up capital of the company, increased by legal and statutory reserves.

FOUNDATION CONTINUITY TOMTOM

For a description of the Foundation Continuity TomTom, refer to the Corporate Governance

section in this Annual Report.

AUDITOR’S REPORT

Reference is made to the Independent auditor’s report section in this Annual Report.

FINANCIALS / OTHER INFORMATION / PAGE 108

OTHER INFORMATION

To: the shareholders and Supervisory Board of TomTom NV

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS 2021 INCLUDED IN THE ANNUAL REPORT

OUR OPINION

We have audited the financial statements 2021 of TomTom N.V. based in Amsterdam. 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 the

financial position of TomTom N.V. as at 31 December 2021 and of its result and its cash

flows for 2021 in accordance with International Financial Reporting Standards as

adopted by the European Union (EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil

Code.

•the accompanying company financial statements give a true and fair view of the

financial position of TomTom N.V. as at 31 December 2021 and of its result for 2021 in

accordance with Part 9 of Book 2 of the Dutch Civil Code.

The consolidated financial statements comprise:

•the consolidated balance sheet as at 31 December 2021.

•the following statements 2021: the consolidated statements of income, comprehensive

income, changes in equity and cash flows.

•the notes comprising a summary of the significant accounting policies and other

explanatory information.

The company financial statements comprise:

•the company balance sheet as at 31 December 2021.

•the company statement of income for 2021.

•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) in accordance with the EU Regulation

on specific requirements regarding statutory audit of public-interest entities, the Wet

toezicht accountantsorganisaties (Wta, Audit firms supervision act), the Verordening

inzake de onafhankelijkheid van accountants bij assurance-opdrachten (ViO, Code of Ethics

for Professional Accountants, a regulation with respect to independence) and other

relevant independence regulations in the Netherlands. Furthermore we have complied with

the Verordening gedrags- en beroepsregels accountants (VGBA, Dutch Code of Ethics).

We believe the audit evidence we have obtained is sufficient and appropriate to provide a

basis for our opinion.

INFORMATION IN SUPPORT OF OUR OPINION

We designed our audit procedures in the context of our audit of the financial statements

as a whole and in forming our opinion thereon. The following information in support of our

opinion and any findings were addressed in this context, and we do not provide a separate

opinion or conclusion on these matters.

Our understanding of the business

TomTom N.V. develops and sells navigation and location-based products and services, such

as maps, traffic information, navigation software and personal navigation devices.

TomTom is organized into a Consumer and a Location Technology segment. Within the

Location Technology segment TomTom provides maps, software and services that

enterprise and automotive customers integrate into their applications. TomTom’s

strategy is to grow the Location Technology business.

We start by determining materiality and identifying and assessing the risks of material

misstatement of the financial statements, whether due to fraud or error in order to

design audit procedures responsive to those risks and to obtain audit evidence that is

sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a

material misstatement resulting from fraud is higher than for one resulting from error, as

fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the

override of internal control.

Materiality

MATERIALITY

€5.0 million (2020: €4.4 million)

BENCHMARK APPLIED

1.0% of revenue (2020: 0.85% of revenue)

EXPLANATION

Based on our professional judgment, we determined that

revenue, is the most appropriate benchmark to determine

materiality. Prior year we reduced our materiality level to allow

for potential impact of COVID-19 which we deem is no longer

necessary.

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.

FINANCIALS / OTHER INFORMATION / PAGE 109

INDEPENDENT AUDITOR'S REPORT

We agreed with the Supervisory Board that misstatements in excess of € 250,000, 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 ultimate parent of a group of entities. The financial information of

this group is included in the consolidated financial statements.

Because we are ultimately responsible for the opinion, we are also responsible for

directing, supervising and performing the group audit. In this respect we have determined

the nature and extent of the audit procedures to be carried out for group entities. Decisive

were the size and/or the risk profile of the group entities or operations. As TomTom’s

processes are highly centralized, we have applied a centralized audit approach. For the

accounts which were of most significance for our audit, we have performed all audit

procedures ourselves at group level.

Our audit coverage for total assets and revenues can be summarized as follows:

•for total assets our audit procedures achieved a coverage of 99%.

•for revenues our audit procedures achieved a coverage of 100%.

By performing the procedures mentioned above at components of the group, together

with additional procedures at group level, we have been able to obtain sufficient and

appropriate audit evidence about the group’s financial information to provide an opinion

about the consolidated financial statements.

Teaming and use of specialists

We ensured that the audit team has the appropriate skills and competences which are

needed for the audit of a listed client in this industry. We included specialists in the areas

of IT audit (including cybersecurity), forensics, sustainability, impairment testing, income

tax and pensions.

Our focus on climate-related risks

Climate objectives will be high on the public agenda in the next decades. Issues such as

CO2 reduction impact financial reporting, as these issues entail risks for the business

operation, the valuation of assets ('stranded assets') and provisions or the sustainability of

the business model and access to financial markets of companies with a larger CO2

footprint.

As part of our audit of the financial statements, we evaluated the extent to which

climate-related risks are taken into account in estimates and significant assumptions

applied by TomTom N.V., especially in the area of impairment of goodwill. Furthermore, we

read the Management Board report and considered whether there is any material

inconsistency between the non-financial information in the ‘Environmental’ section of the

‘Environmental, Social and Governance’ chapter and the financial statements.

Our audit procedures to address the assessed climate-related risks did not result in a key

audit matter.

OUR FOCUS ON FRAUD AND NON-COMPLIANCE WITH LAWS AND

REGULATIONS

Our responsibility

Although we are not responsible for preventing fraud or non-compliance and we cannot be

expected to detect non-compliance with all laws and regulations, it is our responsibility to

obtain reasonable assurance that the financial statements, taken as a whole, are free

from material misstatement, whether caused by fraud or error.

Our audit response related to fraud risks

We identify and assess the risks of material misstatements of the financial statements

due to fraud. During our audit we obtained an understanding of the company and its

environment and the components of the system of internal control, including the risk

assessment process and the Management Board’s process for responding to the risks of

fraud and monitoring the system of internal control and how the Supervisory Board

exercises oversight, as well as the outcomes.

We refer to section ‘Risk management and control’ of the Management Board report for

the Management Board’s (fraud) risk assessment.

We evaluated the design and relevant aspects of the system of internal control and in

particular the fraud risk assessment, as well as the code of conduct, whistle blower

procedures and incident registration. We evaluated the design and the implementation of

internal controls designed to mitigate fraud risks.

As part of our process of identifying fraud risks, we evaluated fraud risk factors with

respect to financial reporting fraud, misappropriation of assets and bribery and corruption

in close co-operation with our forensic specialists. We evaluated whether these factors

indicate that a risk of material misstatement due fraud is present.

We incorporated elements of unpredictability in our audit. We also considered the outcome

of our other audit procedures and evaluated whether any findings were indicative of fraud

or non-compliance.

As in all of our audits, we addressed the risks related to management override of controls

and when identifying and assessing fraud risks we presumed that there are risks of fraud

in revenue recognition.

For the risk related to management override of controls we have we performed procedures

to evaluate key accounting estimates for management bias in particular relating to

important judgment areas and significant accounting estimates as disclosed in Note 3 to

FINANCIALS / OTHER INFORMATION / PAGE 110

INDEPENDENT AUDITOR'S REPORT CONTINUED

the financial statements. We have also used data analysis to identify and address high-risk

journal entries. This risk did however not require significant auditor’s attention during our

audit.

Fraud risk in connection with revenue recognition for the location technology segment

Fraud risk

In identifying and assessing fraud risks, we have identified one specific fraud risk in

our audit, which relates to revenue recognition in the location technology segment,

considering that this segment includes sales contracts where revenue recognition is

based on estimates and assumptions that are complex and require significant

management judgment.

Our audit

approach

We describe the audit procedures responsive to this fraud risk 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

(including internal audit, legal, compliance, human resources and regional directors) and

the Supervisory Board.

The fraud risks we identified, enquires and other available information did not lead to

specific indications for fraud or suspected fraud potentially materially impacting the view

of the financial statements.

Our audit response related to risks of non-compliance with laws and

regulations

We assessed factors related to the risks of non-compliance with laws and regulations that

could reasonably be expected to have a material effect on the financial statements from

our general industry experience, through discussions with the Management Board, reading

minutes, inspection of internal audit and compliance reports and performing substantive

tests of details of classes of transactions, account balances or disclosures.

We also inspected lawyers’ letters and correspondence with regulatory authorities and

remained alert to any indication of (suspected) non-compliance throughout the audit.

Finally we obtained written representations that all known instances of non-compliance

with laws and regulations have been disclosed to us.

OUR AUDIT RESPONSE RELATED TO GOING CONCERN

As disclosed in section ‘Capital’ in Note 27 to the financial statements and the ‘in control

and responsibility statement’ in the Management Board Statements, the Management

Board made a specific assessment of the company’s ability to continue as a going concern

and to continue its operations for at least the next 12 months. 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 events or conditions that may cast significant doubt on the company’s ability

to continue as a going concern. If we conclude that a material uncertainty exists, we are

required to draw attention in our auditor’s report to the related disclosures in the

financial statements or, if such disclosures are inadequate, to modify our opinion.

Based on our procedures performed, we did not identify serious doubts on the company’s

ability to continue as a going concern for the next 12 months.

Our conclusions are based on the audit evidence obtained up to the date of our auditor’s

report. However, future events or conditions may cause a company to cease to continue as

a going concern.

OUR KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional judgment, were of most

significance in our audit of the financial statements. We have communicated the key

audit matter to the Supervisory Board. The key audit matter is not a comprehensive

reflection of all matters discussed.

In comparison with previous year, our key audit matter did not change.

FINANCIALS / OTHER INFORMATION / PAGE 111

INDEPENDENT AUDITOR'S REPORT CONTINUED

REVENUE RECOGNITION LOCATION TECHNOLOGY, INCLUDING THE IMPACT OF COVID-19

(Reference is made to Notes 4, 5 and Note 6 of the consolidated financial statements)

Risk

TomTom’s Location Technology segment includes sales contracts where revenue

recognition is based on estimates and assumptions that are complex and require

significant management judgment.

Inherent to the nature of estimates and assumptions is that these could be

influenced by the Management Board and consequently we identified the risk of

revenue recognition (as mentioned in the section “Our audit response related to

fraud risks“), specifically relating to the total contract values, and the allocation of

transaction prices to performance obligations.

Furthermore, the global semiconductor shortage, amplified by the Corona (COVID-19)

pandemic, impacts the operational and financial performance of TomTom. This has

been disclosed in Note 4 of the consolidated financial statements. Amongst others,

disrupted supply chains and the global semiconductor shortage could mean a break

in historic trend lines. This leads to increased estimation uncertainty, particularly for

contracts where revenue recognition depends on the estimated total contract value.

Our audit

approach

Our audit procedures included an assessment of the appropriateness of the

company’s revenue recognition policies, understanding the internal control

environment, and performing procedures on revenues using data analytics.

Furthermore, we discussed and evaluated the impact of the global semiconductor

shortage on the financial statements of TomTom N.V. and focused on the revenue

related estimates. For relevant contracts and contract modifications we have

assessed and obtained confirmation of the contractual terms and conditions

including the appropriate accounting thereof, and we have performed substantive

procedures relating to the estimated total contract value, including the back testing

of previous estimates.

For a sample of contracts containing multiple performance obligations, we evaluated

the allocation of revenue to the individual performance obligations based on the

estimated stand-alone selling prices of each performance obligation. For this sample,

we’ve also assessed the company’s estimated values, if this was relevant for the

revenue recognition.

In performing our audit procedures on the financial statements and revenue related

estimates we maintained our professional skepticism. We analyzed events

subsequent to 31 December 2021 to determine whether any events require adjusting

amounts recognized in the financial statements.

We evaluated the adequacy of the Company’s disclosure around revenues

and particularly whether disclosures adequately convey significant judgments and

the degree of estimation uncertainty. Furthermore we 

evaluated the overall view of the financial statements including the disclosures

related to the impact of the global semiconductor shortage, which has been

amplified by the COVID-19 pandemic.

Key observations

The Management Board has updated the assumptions and estimates used based on

the latest available (historic) data and expectations, including the Management

Board’s assessment of the impact of the global semiconductor shortage and the

COVID-19 pandemic. We agree with the assumptions and estimates used by the

Management Board.

Based on our procedures performed we did not identify material errors that require

adjustment of the financial statements including revenue and related disclosures

in accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code.

REPORT ON OTHER INFORMATION INCLUDED IN THE ANNUAL

REPORT

The annual report contains other information in addition to the financial statements and

our auditor’s report thereon.

Based on the following procedures performed, we conclude that the other information:

•is consistent with the financial statements and does not contain material

misstatements.

•contains the information as required by Part 9 of Book 2 for the Management Board

report and the other information as required by Sections 2:135b and 2:145 sub‑section 2

of the Dutch Civil Code for the remuneration report.

We have read the other information. Based on our knowledge and understanding obtained

through our audit of the financial statements or otherwise, we have considered whether

the other information contains material misstatements. By performing these procedures,

we comply with the requirements of Part 9 of Book 2 and Section 2:135b sub-Section 7 of

the Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed

is substantially less than the scope of those performed in our audit of the financial

statements.

The Management Board is responsible for the preparation of the other information,

including the Management Board report in accordance with Part 9 of Book 2 of the Dutch

Civil Code and other information required by Part 9 of Book 2 of the Dutch Civil Code. The

Management Board and the Supervisory Board are responsible for ensuring that the

remuneration report is drawn up and published in accordance with Sections 2:135b and

2:145 sub‑section 2 of the Dutch Civil Code.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

AND ESEF

ENGAGEMENT

We were engaged by the Supervisory Board as auditor of TomTom N.V. on 24 April 2015, as

of the audit for the year 2015 and have operated as statutory auditor ever since that

date.

NO PROHIBITED NON-AUDIT SERVICES

We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU

Regulation on specific requirements regarding statutory audit of public-interest entities.

EUROPEAN SINGLE ELECTRONIC FORMAT (ESEF)

TomTom N.V. has prepared the annual report in ESEF. The requirements for this are set

out in the Delegated Regulation (EU) 2019/815 with regard to regulatory technical

standards on the specification of a single electronic reporting format (hereinafter: the RTS

on ESEF).

FINANCIALS / OTHER INFORMATION / PAGE 112

INDEPENDENT AUDITOR'S REPORT CONTINUED

In our opinion, the annual report, prepared in the XHTML format, including the partially

marked-up consolidated financial statements, as included in the reporting package by

TomTom N.V., complies in all material respects with the RTS on ESEF.

The Management Board is responsible for preparing the annual report, including the

financial statements, in accordance with the RTS on ESEF, whereby the Management

Board combines the various components into a single reporting package.

Our responsibility is to obtain reasonable assurance for our opinion whether the annual

report in this reporting package complies with the RTS on ESEF.

Our procedures, taking into account Alert 43 of the NBA (the Netherlands Institute of

Chartered Accountants), included amongst others:

•obtaining an understanding of the company's financial reporting process, including the

preparation of the reporting package

•obtaining the reporting package and performing validations to determine whether the

reporting package containing the Inline XBRL instance document and the XBRL extension

taxonomy files has been prepared in accordance with the technical specifications as

included in the RTS on ESEF

•examining the information related to the consolidated financial statements in the

reporting package to determine whether all required mark-ups have been applied and

whether these are in accordance with the RTS on ESEF

DESCRIPTION OF RESPONSIBILITIES FOR THE FINANCIAL

STATEMENTS

RESPONSIBILITIES OF MANAGEMENT AND THE SUPERVISORY BOARD FOR THE FINANCIAL

STATEMENTS

The Management Board is responsible for the preparation and fair presentation of the

financial statements in accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil

Code. Furthermore, the Management Board is responsible for such internal control as it

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 frameworks mentioned, the Management Board should prepare the

financial statements using the going concern basis of accounting unless the Management

Board either intends to liquidate the company or to cease operations, or has no realistic

alternative but to do so. The Management Board should disclose events and circumstances

that may cast significant doubt on the company’s ability to continue as a going concern in

the financial statements.

The Supervisory Board is responsible for overseeing the company’s financial reporting

process.

OUR RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objective is to plan and perform the audit engagement in a manner that allows us to

obtain sufficient and appropriate audit evidence for our opinion.

Our audit has been performed with a high, but not absolute, level of assurance, which

means we may not detect all material errors and fraud during our audit.

Misstatements can arise from fraud or error and are considered material if, individually or

in the aggregate, they could reasonably be expected to influence the economic decisions of

users taken on the basis of these financial statements. The materiality affects the nature,

timing and extent of our audit procedures and the evaluation of the effect of identified

misstatements on our opinion.

We have exercised professional judgment and have maintained professional skepticism

throughout the audit, in accordance with Dutch Standards on Auditing, ethical

requirements and independence requirements. The ‘Information in support of our opinion’

section above includes an informative summary of our responsibilities and the work

performed as the basis for our opinion.

Our audit further included among others:

•performing audit procedures responsive to the risks identified, and obtaining audit

evidence that is sufficient and appropriate to provide a basis for our opinion.

•obtaining an understanding of internal control relevant to the audit in order to design

audit procedures that are appropriate in the circumstances, but not for the purpose of

expressing an opinion on the effectiveness of the company's internal control

•evaluating the appropriateness of accounting policies used and the reasonableness of

accounting estimates and related disclosures made by the Management Board

•evaluating the overall presentation, structure and content of the financial statements,

including the disclosures

•evaluating whether the financial statements represent the underlying transactions and

events in a manner that achieves fair presentation

COMMUNICATION

We communicate with the Supervisory Board regarding, among other matters, the

planned scope and timing of the audit and significant audit findings, including any

significant findings in internal control that we identify during our audit. In this respect we

also submit an additional report to the audit committee in accordance with Article 11 of

the EU Regulation on specific requirements regarding statutory audit of public-interest

entities. The information included in this additional report is consistent with our audit

opinion in this auditor’s report.

We provide the Supervisory Board with a statement that we have complied with relevant

ethical requirements regarding independence, and to communicate with them all

relationships and other matters that may reasonably be thought to bear on our

independence, and where applicable, related safeguards.

FINANCIALS / OTHER INFORMATION / PAGE 113

INDEPENDENT AUDITOR'S REPORT CONTINUED

From the matters communicated with the Supervisory Board, we determine the key audit

matters: those matters that were of most significance in the audit of the financial

statements. We describe these matters in our auditor’s report unless law or regulation

precludes public disclosure about the matter or when, in extremely rare circumstances,

not communicating the matter is in the public interest.

The Hague, 4 February 2022

Ernst & Young Accountants LLP

SIGNED BY: T. DE KUIJPER

FINANCIALS / OTHER INFORMATION / PAGE 114

INDEPENDENT AUDITOR'S REPORT CONTINUED

SUPPLEMENTARY

INFORMATION

Quarterly overview 2021 / 116

Definitions and abbreviations / 118

Non-GAAP measures / 119

Forward-looking statements / 120

TOMTOM NV / ANNUAL REPORT 2021 / PAGE 115

Quarterly statement of income 2021

(€ in thousands, unless stated otherwise; quarterly data unaudited)

Q1 2021

Q2 2021

Q3 2021

Q4 2021

FY 2021

Revenue

131,191

133,102

127,469

115,164

506,926

Cost of sales

24,681

30,367

23,842

20,931

99,821

Gross profit

106,510

102,735

103,627

94,233

407,105

Research and development expenses - Geographic data

53,268

55,261

55,822

55,457

219,808

Research and development expenses - Application layer

34,831

35,839

37,040

38,499

146,209

Sales and marketing expenses

10,230

11,312

10,994

12,645

45,181

General and administrative expenses

22,421

21,383

22,315

22,979

89,098

Total operating expenses

120,750

123,795

126,171

129,580

500,296

Operating result

-14,240

-21,060

-22,544

-35,347

-93,191

Financial result

4,400

-1,764

2,213

1,480

6,329

Result before tax

-9,840

-22,824

-20,331

-33,867

-86,862

Income tax (expense)

-1,641

-791

-452

-4,907

-7,791

Net result1

-11,481

-23,615

-20,783

-38,774

-94,653

1 Fully attributable to equity holders of the parent

Margins

Gross margin (%)

81%

77%

81%

82%

80%

EBIT margin (%)

-11%

-16%

-18%

-31%

-18%

Basic number of shares (in thousands)

129,716

127,335

126,912

126,933

127,714

Diluted number of shares (in thousands)

131,194

128,476

128,157

128,392

129,430

Earnings per share

Basic EPS (€)

-0.09

-0.19

-0.16

-0.31

-0.74

Diluted EPS (€)

-0.09

-0.19

-0.16

-0.31

-0.74

SUPPLEMENTARY INFORMATION / PAGE 116

QUARTERLY OVERVIEW

Quarterly statement of cash flows 2021

(€ in thousands, quarterly data unaudited)

Q1 2021

Q2 2021

Q3 2021

Q4 2021

FY 2021

Operating result

-14,240

-21,060

-22,544

-35,347

-93,191

Financial gains/(losses)

3,084

-970

2,753

3,037

7,904

Depreciation and amortization

21,520

18,756

17,210

16,185

73,671

Change in provisions

759

-4,277

-2,166

-1,790

-7,474

Equity-settled stock compensation expenses

1,596

1,457

955

1,926

5,934

Other non-cash movements

0

-154

2

106

-46

Changes in working capital:

Change in inventories

3,217

1,019

4,969

-433

8,772

Change in receivables and prepayments

-3,447

12,692

-61,340

69,978

17,883

Change in liabilities (excluding provisions)1

-11,135

-19,241

50,777

11,888

32,289

Cash flow from operations

1,354

-11,778

-9,384

65,550

45,742

Interest received

39

267

14

6

326

Interest paid

-437

-469

-418

-392

-1,716

Corporate income taxes paid

-1,736

-1,078

-1,109

-3,646

-7,569

Cash flow from operating activities

-780

-13,058

-10,897

61,518

36,783

Investments in property, plant and equipment

-3,117

-2,732

-2,612

-4,813

-13,274

Dividends received

0

0

228

138

366

(Increase) / Decrease in fixed-term deposits

21,465

61,465

0

-90,000

-7,070

Cash flow from investing activities

18,348

58,733

-2,384

-94,675

-19,978

Payment of lease liabilities

-3,814

-3,552

-3,741

-3,678

-14,785

Proceeds on issue of ordinary shares

577

3,891

0

93

4,561

Purchase of treasury shares

-17,294

-16,137

0

0

-33,431

Cash flow from financing activities

-20,531

-15,798

-3,741

-3,585

-43,655

Net (decrease)/increase in cash and cash equivalents

-2,963

29,877

-17,022

-36,742

-26,850

Cash and cash equivalents at the beginning of period

231,520

230,657

258,908

242,187

231,520

Exchange rate changes on cash balances held in foreign

currencies

2,100

-1,626

301

375

1,150

Cash and cash equivalents at the end of the period

230,657

258,908

242,187

205,820

205,820

Calculation of free cash flow

Cash flow from operating activities

-780

-13,058

-10,897

61,518

36,783

Investments in property, plant and equipment

-3,117

-2,732

-2,612

-4,813

-13,274

Free cash flow

-3,897

-15,790

-13,509

56,705

23,509

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

SUPPLEMENTARY INFORMATION / PAGE 117

QUARTERLY OVERVIEW CONTINUED

AC

Audit Committee

ADAS

Advanced Driver Assistance Systems

AFM

the Netherlands Authority for Financial Markets

AI

Artificial Intelligence

AScX

the Amsterdam Small-Cap Index

API

Application Programming Interface

App

Application

ASP

Average Selling Price

B2B

Business to Business

B2C

Business to Consumer

CAGR

Compound Annual Growth Rate

Code

the Dutch Corporate Governance Code

Company

TomTom NV

CRM

Customer Relationship Management

CSR

Corporate Social Responsibility

DCC

The Dutch Civil Code

EBIT

Earnings Before Interest and Tax

EBITDA

Earnings Before Interest, Tax, Depreciation and Amortization

EICC

the Electronic Industry Citizenship Coalition

EMS

Environmental Management System

EPC

Environmental Product Compliance

EPS

Earnings Per Share

ERP

Enterprise Resource Planning

ETR

Effective Tax Rate

EV

Electric Vehicle

FCF

Free Cash Flow

Foundation

Foundation Continuity TomTom

GAAP

Generally Accepted Accounting Principles

GDPR

General Data Protection Regulation

GIS

Geographical Information System

GPS

Global Positioning System

Group

TomTom NV together with its subsidiaries

HD

High Definition

IA

Internal Audit

IFRS

International Financial Reporting Standards

IoT

Internet of Things

IP

Intellectual property

ISO

International Organization for Standardization

KPI

Key Performance Indicator

Term

Definition

LBS

Location-based Service

LCV

Light Commercial Vehicle

LTM

Last 12 Months

MB

Management Board

NDS

Navigation Data Standard

NFRD

Non Financial Reporting Directive

North America

The United States and Canada

NPE

Non-Practicing Entities

OEM

Original Equipment Manufacturer

OS

Operating System

PDA

Personal Digital Assistant

PND

Portable Navigation Device

POI

Point-Of-Interest

RBA

Responsible Business Alliance

R&D

Research & Development

RemCo

Remuneration Committee

RSU

Restricted Stock Unit

SaaS

Software-as-a-Service

SB

Supervisory Board

SD

Standard Definition

SDK

Software Development Kit

SelCo

Selection Committee

SEMS

Social and Environmental Management System

SG&A

Selling, General and Administrative

TPEG

Transport Protocol Experts Group

USP

Unique Selling Point

W@TT

Working at TomTom

xFCD

Extended Floating Car Data

YoY

Year on Year

Term

Definition

Android™ is a trademark of Google Inc.

LinkedIn™ is registered trademark or trademark of LinkedIn Corporation and its affiliates in the United States and/or

other countries.

Wi-Fi® is a registered trademark of Wi-Fi Alliance®.

Siri is a trademark of Apple Inc., registered in the US and other countries.

SUPPLEMENTARY INFORMATION / PAGE 118

DEFINITIONS AND ABBREVIATIONS

IMPORTANT NOTICE

In this Annual Report ‘TomTom’ ‘the company’ and the ‘the group’ are sometimes used for

convenience in contexts where reference is made to TomTom NV and/or any of its

subsidiaries in general or where no useful purpose is served by identifying the particular

company.

FORWARD-LOOKING STATEMENTS

This document contains certain forward-looking statements with respect to the financial

condition, results of operations and business of TomTom and certain of the plans and

objectives of TomTom with respect to these items. In particular, the words ‘expect’,

‘anticipate’, ‘estimate’, ‘may’, ‘should’, ‘believe’, ‘outlook’, and similar expressions are

intended to identify forward-looking statements. By their nature, forward-looking statements

involve risk and uncertainty because they relate to events and depend on circumstances that

will occur in the future.

Actual results may differ materially from those expressed in these forward-looking

statements, and you should not place undue reliance on them. For a discussion of factors

that could cause future results to differ from such forward-looking statements, see also the

Risk management and control of this Annual Report.

THIRD-PARTY MARKET SHARE DATA

Statements regarding market share, including the company’s competitive position, contained

in this Annual Report are based on outside sources such as specialized research institutes,

industry and dealer panels in combination with management estimates.

SUPPLEMENTARY INFORMATION / PAGE 119

FORWARD LOOKING STATEMENTS

The financial information in this report includes measures, which are not defined by generally

accepted accounting principles (GAAP) such as IFRS. We believe this information, along with

comparable GAAP measurements, gives insight to investors because it provides a basis for

evaluating our operational performance. Non-GAAP financial measures should not be

considered in isolation from, or as a substitute for, financial information presented in

compliance with GAAP. Wherever appropriate and practical, we provide reconciliations to

relevant GAAP measures.

Term

Definition

Operational revenue

is IFRS revenue adjusted for the movement of gross deferred revenue.

Gross margin

is calculated as gross profit divided by IFRS revenue.

EBIT

is equal to operating result.

EBIT margin

is calculated as operating result divided by IFRS revenue.

EBITDA

is equal to operating result plus depreciation and amortization charges.

EBITDA margin

is calculated as operating result plus depreciation and amortization charges

divided by IFRS revenue.

Automotive backlog

is the cumulative expected IFRS revenue from all awarded Automotive deals.

Free cash flow

is cash from operating activities minus capital expenditure (investments in

intangible assets and property, plant and equipment).

Net cash

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

Gross deferred

revenue

is deferred revenue before the netting of unbilled receivables1

Equity free cash flow

yield

is free cash flow divided by the market capitalization (number of outstanding

share capital multiplied by the share price) at year end.

1Deferred 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.

SUPPLEMENTARY INFORMATION / PAGE 120

NON-GAAP MEASURES

SUPPLEMENTARY INFORMATION / PAGE 121

NON-GAAP MEASURES