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	CONTENTS
		TomTom Annual Report 2022
		WE ARE TOMTOM			FINANCIALS
		Message from the CEO	03		Consolidated financial statements	74
		At a glance	04		Consolidated statement of income	75
		Our strategy	05		Consolidated statement of comprehensive income	75
		How we create value	06
		Our businesses	07		Consolidated balance sheet	76
		Our products and technologies	09		Consolidated statement of cash flows	76
					Consolidated statement of changes in equity	77
		Our impact	12		Notes to the consolidated financial statements	78
		Our people	15
		Our culture	18
		Social impact	20		Company financial statements	109
		Product impact	22		Company statement of income	110
		Responsible business practices	24		Company balance sheet	110
		Environmental footprint	25		Notes to the company financial statements	105
		Privacy and data governance	30
					Other information	114
		Financial review	32		Other information	115
		Operational review	35		Independent auditor's report	116
		GOVERNANCE			SUPPLEMENTARY INFORMATION
		Corporate governance	37		Key figures overview	123
		Management Board	40		Non-financial reporting information	126
		Supervisory Board	43		Limited assurance report	133
		Supervisory Board report	47		Definitions and abbreviations	135
		Remuneration report	52		Forward-looking statements	136
		Risk management and control	65		Non-GAAP measures	137
		Investor relations	70
		Management Board statements	71

		TOMTOM NV | ANNUAL REPORT 2022 | PAGE 1

	WE ARE TOMTOM
		Message from the CEO	03
		At a glance	04
		Our strategy	05
		How we create value	06
		Our businesses	07
		Our products and technologies	09
		Our impact	12
		Our people	15
		Our culture	18
		Social impact	20
		Product impact	22
		Responsible business practices	24
		Environmental footprint	25
		Privacy and data governance	30
		Financial review	32
		Operational review	35

		TOMTOM NV | ANNUAL REPORT 2022 | PAGE 2

	"Our new Maps Platform will foster an ecosystem and drive innovation"
	HAROLD GODDIJN
	Chief Executive Officer, TomTom N.V.

	HIGHLIGHT FACTS/FIGURES
	€436 million
	Location Technology revenue (2021: €394 million)
	€2.4 billion
	Automotive backlog1 (2021: €1.9 billion)
	€304 million
	Net cash position1 (2021: €356 million)
	1Non-GAAP measure, refer to page 137

FOR MORE INFORMATION

tomtom.com/company/

Dear Stakeholders,

We are looking back on a pivotal year in

TomTom’s existence. Thanks to the talent,

dedication, and creativity of all our

employees, we were able to introduce our

new Maps Platform and our new maps to the

world. They are the result of three years of

investments and will have a profound impact

on our business and the industry we are

operating in.

Our maps are the vital component that

enable people and things to move safely,

easily, and efficiently. A surge in location

signals by users, applications, sensors, and

the open-source community offers new

opportunities to push the boundaries of

mapmaking. Our new Maps Platform

combines TomTom’s own data with these

new ‘super’ sources.

With this, we have achieved an important

milestone. We will be able to offer customers

and all end-users a map that is as near a

real-time reflection of reality as possible. In

addition, customers and partners can map

their own data against a consistent base

map, creating map layers that cater to their

specific needs.

Our platform will be a driving force for

accelerated innovation and helps foster an

ecosystem where the world comes together

to create the smartest map on the planet.

Our co-founding of the Overture Maps

Foundation reinforces this strategy. We are

collaborating with leading technology

companies to develop a global map standard

and base map, which will be leveraged by

the TomTom Maps Platform.

Our brand-new software development kits

(SDKs) and application programming

interfaces (APIs), meanwhile, make it easier

to consume the new maps and power the

most demanding applications.

As a result of all these developments, we will

become more competitive in our existing

markets. More importantly, they open up

markets and use cases in which we are

currently not present. Combined, this will

drive profitable growth.

We have already secured a strong

foundation for growth. 2022 was our biggest

year yet in terms of Automotive bookings,

increasing our backlog to a record

€2.4 billion. This is a clear sign the industry

sees TomTom as a trusted partner that

supports them in their journey toward

electrification and the software-defined

vehicle.

We signed a landmark partnership with

Hyundai Motor Group, which will be using

our maps and traffic across all brands and all

vehicles in Europe. And we extended our

longstanding partnership with Stellantis,

powering their next-generation digital

cockpit platform with our full suite of

services. We aspire to grow our market share

further.

Outside of Automotive, our platform opens

new markets, as we will serve more use

cases across a larger number of countries.

Our Enterprise business had a resilient year,

making inroads in the fast-growing Asia-

Pacific region, amongst others. We are

scaling up our sales capabilities to capture

the opportunities our new technology

enables in targeted markets like food

delivery, fleet and logistics, and ride-hailing.

As we reshaped our technology and

products, we also had to adapt as a

company. Not everybody was able to join us

on our journey, as the further automation of

our platform and the need for a different skill

mix meant we had to realign our Maps unit.

This was a difficult yet necessary step to

assure our competitiveness going forward.

I am very proud of what we have achieved in

2022. Despite the profound changes we

went through as a company, our bi-annual

engagement survey shows our employees

are more excited than ever about TomTom’s

future. We have attracted talent from leading

tech companies to join us on our journey to

build the smartest map on the planet,

complement our deep knowledge of

mapmaking and bring in new skills and new

ways of working that are transforming us into

a leading tech company.

We have always done business responsibly

because it is the right thing to do – for our

employees, our customers, our suppliers, our

investors, and the world we all share. In

order to ensure that our growth ambitions

march in lockstep with our ESG

commitments, we have identified key themes

that will guide our decisions in years to

come.

Thanks to the ongoing support and

confidence of all our stakeholders, we can

show that TomTom makes a difference. The

world needs an independent mapmaker that

caters to a wide range of customers with

innovative products and solutions. TomTom

will provide the platform and technology to

bring it all together.

HAROLD GODDIJN

Chief Executive Officer, TomTom N.V.

	MESSAGE FROM THE CEO

		WE ARE TOMTOM | PAGE 3

The location technology specialist

TomTom has been helping people and businesses

find their way in the world for over 30 years.

Billions of data points. Millions of sources. Hundreds of

communities. We are the mapmaker bringing it all together to

build the world’s smartest map. We provide location data and

technology to drivers, carmakers, businesses, and

developers. Our application-ready maps, routing, real-time

traffic, APIs, and SDKs enable the dreamers and doers of

today to shape the future of mobility.

We are headquartered in Amsterdam with offices in 22

countries. Together, we are a 3,800-strong team of talented,

diverse individuals who make the TomTom technologies that

hundreds of millions of customers and users rely on.

Founded in 1991, we have grown from a Dutch startup into

the world's leading location 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). The first TomTom satnav

became one of the fastest-selling consumer technology

devices in history, making our name synonymous with

navigation.

Thirty years and billions of drives later, we are the leading

independent location technology specialist. Our decades of

insights and experience go into everything we do – maps,

digital cockpit solutions, navigation software, routing and

ETAs, APIs, and traffic data. Our products help people and

businesses find their way in the world.

	AT A GLANCE

		WE ARE TOMTOM | PAGE 4

Creating the smartest map on the

planet

As the leader in location technology, we believe that

businesses, governments and consumers need a

map that is a true reflection of the world around us.

We create the most useful, up-to-date, and smartest

map to power a wide variety of use cases across all

industries.

Whether it is a carmaker implementing advanced driver

assistance systems to increase comfort and road safety, or a

food-delivery company looking to offer its customers a top-

notch experience, different use cases all have their own

specific set of requirements for maps and location services.

Those requirements drive an insatiable demand for new

things to map, for improved accuracy and freshness. 

The new TomTom Maps Platform is core to our strategy, as it

caters to all those needs. It is the result of three years of

research and development, and is able to produce maps that

are accurate, versatile, and near real-time. To this end, it

pools all relevant sources, from open source data to sensor-

derived observations, and validates and integrates them in a

highly automated way.

Collaboration with and for the benefit of location technology

users is central to our beliefs. We co-founded the Overture

Maps Foundation to collaborate on establishing a global map

standard, together with leading technology companies. In

addition, our platform is open to all users, big and small, and

will allow our partners and customers to build their own

value-add layers on the platform itself. This enables them to

provide real-time feedback and improve the map however

they need, building content layers and thereby supporting

their specific use cases.

The new Maps Platform will improve TomTom’s competitive

position and enable us to enter new markets and unlock

endless new use cases. For example, with a smarter map we

will be able to add more value to companies in markets like

food delivery, fleet and logistics, travel, and more.

We will be able to build on our success in the Automotive

market, scaling products and applications to a much broader

variety of customers in the Enterprise market. In this way, we

will be able to capture the opportunities in the rapidly

expanding market for location technology, helping firms to

become more competitive.

We aspire to foster growth and achieve scale and operating

leverage that will take us on a path to profit and cash

generation. The TomTom Maps Platform supports our

ambition to generate Location Technology revenue of €600

million in 2025, implying a compound annual growth rate in

excess of 10% over three years.

We strive to deliver superior, long-term value to our

customers and shareholders, while acting responsibly

towards the planet and society, in partnership with our

stakeholders. To this end, we have deployed a

comprehensive set of commitments across all environmental,

social, and governance (ESG) dimensions that guide the

execution of our strategy.

	OUR STRATEGY

		WE ARE TOMTOM | PAGE 5

Finding and leading the way

Our purpose is to help others find their way in the

world. As companies and people increasingly

depend on location technology, we enable them to

understand and interact with the world around them.

Our technologies help people find new places to

explore, people to meet, and things to discover.

We achieve this by providing the most useful and most

trusted map on the planet. We are creating the largest

collaborative, validated pool of location data, with easy

access for all. The freshest, most accurate location dataset

ever that benefits all sorts of users. In a world with only a

handful of companies able to create a global map, TomTom,

therefore, offers everybody a credible choice.

We focus on activities that create the most relevant and

beneficial impact for our stakeholders, including our people,

customers, suppliers, society, and shareholders. 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.

Collaboration with and for the benefit of our customers is at

the core of what we do. Our TomTom Maps Platform

integrates numerous data sources in a highly automated

way. We enable a loop of continuous improvement together

with our partners and customers to create the freshest and

richest maps. This ecosystem is open to any company, big or

small, as well as community members, to contribute to and

benefit from.

As such we provide a common standard for maps that solves

key industry challenges and enables companies to build on

each other's innovations.

Our people and culture are fundamental to our success. We

differentiate ourselves as an employer of choice by fostering

a unique, innovative, and entrepreneurial culture and

bringing our values to life. 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, and aim to do this in a sustainable

manner. By embracing our capacity to do more, we give back

to the communities around us.

	HOW WE CREATE VALUE

		WE ARE TOMTOM | PAGE 6

Capturing value from the trends

shaping and transforming industries

MARKET OPPORTUNITIES

Technology built around geospatial data has opened the

door for new business models that transform existing

industries and create entirely new ones.

Continuously updated location data, detailed maps, and

smart routing algorithms are changing the way we make

sense of the world around us. They power a broad variety of

use cases in a large number of industries. Fleet

management, logistics, and delivery companies can use

location data to drive operational improvements, while

industries like travel and social media can employ maps to

enhance their offerings. Location technology is driving a

competitive edge.

Beyond these use cases, the automotive industry is

undergoing a strategic shift toward electrification,

automation, and the software-defined vehicle. Carmakers are

rethinking the way cars operate, realizing that future

differentiation will need to come from the software running

inside of them. These trends also impact the infrastructure

around us. Electrification is challenging our thinking about

refueling and the availability of charging stations along our

routes, while increased automation demonstrates the

interdependencies of the digital and the physical world.

Already, it is estimated that around 20% of online searches

include a location component. As people and businesses

become even more reliant on location technology and new

use cases are adopted more widely, demands and

expectations for location technology will only rise further. We

provide our customers with the technology to meet the

needs of today, and tomorrow.

OUR CUSTOMERS

As the leading independent location technology software

company, TomTom plays a central role in these trends

through our maps, our software and our services. We define

two customer segments, Location Technology (LT) and

Consumer.

LOCATION TECHNOLOGY

To better serve our customers and capture market

opportunities we distinguish two sales channels within our

Location Technology business, Enterprise and Automotive.

Both segments are poised to exhibit growth over the coming

years.

Enterprise

Our Enterprise business helps make firms more competitive

through location technology, driving adoption and strong

market growth. It enables businesses to streamline their

operations, leading to operational excellence. Location

technology can also be utilized to enrich firms’ products and

services.

TomTom’s Enterprise customers include some of the world’s

largest and most innovative technology companies. Many of

our Enterprise customers, ranging from fleet management

systems to on-demand services, use our products such as

maps and traffic in their back-end systems. At the same time,

we serve a vast array of small businesses and developers.

The TomTom Maps Platform enables us to add more value to

a significantly larger part of the market. We aspire to double

our market share within existing growth segments, such as

logistics and on-demand markets, as we will be able to

significantly increase the value we bring to our partners.

Our investments in the application layer, meanwhile, have led

to improved APIs and a new Navigation SDK. These enable

us to tap into a broader target audience of developers,

whom we will support in building their businesses. Our

relationship with the developer community will help us gain

valuable insights in their needs and enable us to capture

potential and generate leads.

We will enter new markets that we didn’t address so far. Our

map will play a key role in improving the overall customer

experience in segments like travel and social media.

	OUR BUSINESSES

		WE ARE TOMTOM | PAGE 7

Automotive

Our Automotive customers are carmakers and their Tier-1

suppliers. Drivers increasingly expect a seamless experience

from the software in their car, in terms of software updates,

access to their digital life, and the availability of applications.

OEMs are reshaping themselves to provide this. In addition,

the shift toward cars being increasingly reliant on software

allows OEMs to monetize connectivity and generate

recurring revenue from the dashboard, with features like on-

demand, in-vehicle commerce and subscription-based

feature packages. Location technology will be a key enabler

for both improved customer experience and revenue

generation.

TomTom serves Automotive customers with our general

maps-based products and a range of Automotive-specific

products. OEMs 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. Thanks to

the modular structure and use of standards, Automotive

customers can integrate any combination of our products for

navigation. We currently serve around 50 Automotive brands

and aspire to expand our market share.

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 (PNDs) 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.

	OUR BUSINESSES CONTINUED

		WE ARE TOMTOM | PAGE 8

Leading the way with

smarter technology

OUR PRODUCTS

The foundation of all our products and services is the

TomTom Maps Platform. The highly automated ingestion of

sources such as sensor-derived observations and probe

data, as well as community-sourced open data, enables the

TomTom Maps Platform to produce accurate and fresh maps

loaded with value-added content.

The Maps Platform standardizes and normalizes open-source

content to create a global standard. Data is quarantined

before it is integrated into the map, in order to validate and

quality-check all signals.

Geographic data

The base map contains the core features of the world – the

road network, borders, buildings, points of interest. What

makes these map features 'base' layers, is that most other

map features are built on top of them, including TomTom's

value-added data.

The value-added data are built using TomTom's sources.

They range from information on speed restrictions, lanes,

and turn restrictions on particular road segments, to

addresses, building entrances, and phone numbers, or

opening hours related to a specific point of interest (POI).

These data are typically used by larger companies who

integrate the data into their solutions. This creates a deep

dependency on critical data to power their applications.

The TomTom Maps Platform standardizes the base map so

its value-added data can be combined with open data and

customer data in a production map.

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 Maps and Traffic layers consist of online services that

provide our geographic data in a variety of formats. These

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

definition) road network map, and our real-time traffic data,

which provides information on traffic flows and a variety of

traffic incidents including jams, closures, and roadworks.

We also provide travel-related data. This includes static and

dynamic data related to off-street parking, on-street parking,

fuel stations, electric vehicle (EV) charging points and speed

cameras. Examples of dynamic travel information data are

availability of parking spaces, fuel prices, and EV charging

station occupancy.

	OUR PRODUCTS AND TECHNOLOGIES

		WE ARE TOMTOM | PAGE 9

SD Map

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

functions to display a map, search for a location, and

navigate (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).

Traffic

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).

ADAS and HD Maps

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 our SD and 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.

APIs and software

TomTom also offers application developers 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 routing, search and traffic. The services provide a

low-friction access point into our product portfolio, offering

an affordable and fast way for our customers to access our

map data. We describe our suite of APIs in more detail on our

developer portal.

We launched our new Navigation SDK for Mobile, enabling

companies and developers to build applications on top of

our market-leading navigation software. The modular SDK

combines all of TomTom’s location APIs with turn-by-turn

navigation to create an effective toolkit for developers.

Supporting both Android and iOS, the SDK provides a host of

features. It includes detailed information on complex

intersections, lane-level guidance, support for multiple

scheduled delivery points, and access to the latest and

highly accurate ETAs with our real-time traffic.

	OUR PRODUCTS AND TECHNOLOGIES CONTINUED

		WE ARE TOMTOM | PAGE 10

OUR TECHNOLOGY

Our technology supports the following key activities:

•Creation of geographic data, including our maps and real-

time traffic;

•Providing of customer-facing online services, such as map

updates and our APIs, including the development and

deployment of the application systems that provide our

online services; and

•Development and release of device software (for vehicle-

integrated systems and mobile and web applications).

Creation of geographic data

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 carried out by

our proprietary mapmaking and traffic creation software.

The main inputs for our geographic data creation system are

floating car data (FCD), sensor-derived observations (SDO),

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. We often integrate overlapping

sources to provide a more accurate representation of reality

than could be provided by each individual source. In the

geospatial context, this is called conflation.

To integrate these data, 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. Next to keeping our maps up to date, we

define and create new types of geographic data, such as

lane-level geometry to support automated driving and lane-

level navigation.

Real-time traffic data, for instance, is inherently volatile.

Hence, our traffic creation application system creates a new

traffic map every 30 seconds.

Providing of 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; and

•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.

Development and release of device software

We develop device-side software for web developers,

mobile app developers, and vehicle-integrated systems,

which we deliver as SDKs.

Our device software 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; and

•Our TomTom Digital Cockpit 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 Digital Cockpit

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.

	OUR PRODUCTS AND TECHNOLOGIES CONTINUED

		WE ARE TOMTOM | PAGE 11

Making impact across TomTom

			Our ambition is to create a better world and help people and businesses find their way in it, through our products and services, business practices, and community involvement.

We are committed to maximizing our positive impact,

reporting on how we are doing so, and inspiring and

activating others to do the same. Our values and

vision come through in our people and communities,

products and services, and business operations.

As a global business, we embrace our responsibility to not

only minimize our negative impact, but also maximize the

positive one.

Our data helps local governments to manage traffic,

businesses to plan smarter working hours, and drivers to

avoid congested roads, enabling a reduction in emissions.

TomTom's impact on improving road safety and reducing

congestion and emissions started with the launch of the

world's first route-planning software for mobile devices. We

have since come a long way thanks to constant innovation.

We recognize that our impact extends beyond our

technologies and also strive 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.

We recognize the challenges associated with climate

change, and are committed to ensuring we operate a

sustainable business. Based on our Environmental Policy, we

are continually taking steps to reduce our environmental

impact through responsible business practices.

For instance, we are operating more sustainably through our

Go Green office programs, sustainable practices around

materials and energy, and waste recycling efforts, while also

driving a responsible supply chain outside of our direct

domain of influence.

Over the past years, we have continuously evolved the ways

we assess and boost our positive impact as an organization.

We have made good progress on our ESG efforts in 2022,

and set a global ESG strategy. In the upcoming sections, we

describe more about our efforts and how we are making an

impact across TomTom. In the Risk Management and Control

section, we touch upon the impact of social and

environmental matters to our overall risk profile.

Our company impact activities are currently centered around

the four United Nations Sustainable Development Goals

(SDG) that best align with TomTom's vision. These are SDG 4

Quality education, SDG 5 Gender equality, SDG 11

Sustainable cities and communities, and SDG 17 Partnerships

for the goals. The latter was newly added this year to reflect

the increased role of collaboration in our business strategy.

	OUR IMPACT

		WE ARE TOMTOM | PAGE 12

EVOLVING OUR ESG STRATEGY

Supported by both the Management Board and the

Supervisory Board, we continue to strengthen our

commitment to conducting business responsibly. In 2022,

we conducted a materiality assessment, which allowed us to

identify the ESG themes that our stakeholders deem material

to TomTom. This enabled us to set clear and measurable

KPIs that align with our business and reflect our values, and

formulate a well-informed ESG strategy.

The improved understanding of our stakeholders' interests,

introduction of relevant KPIs, and progress on adequate ESG

reporting practices, will further enable us to move toward a

fully integrated ESG strategy. We will continue improving and

expanding our ESG reporting initiatives in 2023.

Our stakeholders

A continuous dialogue with our stakeholders is an important

part of our day-to-day business, helping us to understand

how we can best add value that aligns with their interests. In

this context, our stakeholders can be broken down into five

groups: customers, employees, investors, suppliers, and

society as a whole.

To further develop our understanding of stakeholders'

perspectives on ESG, we engaged with a selected sample of

stakeholders in a structural manner throughout the year, on

top of our regular engagement as displayed on this page.

Amongst others, this additional engagement on ESG

included virtual and in-person interviews, various surveys,

and in-depth discussions.

	OUR IMPACT CONTINUED

		WE ARE TOMTOM | PAGE 13

Identifying material themes

The KPIs and targets we have set touch on all axes of ESG,

and are derived from the input of our most important

stakeholders.

Together with representatives from each of the stakeholder

groups, we identified the ESG themes that are most material

to TomTom. These might include themes that have a notable

impact on TomTom, or themes on which TomTom is

perceived to have a substantial impact.

The materiality assessment contained interviews with

external and internal stakeholders, supported by surveys

collected from additional stakeholders. This led to the

identification of a range of important themes. After careful

analysis, the themes that were most frequently cited were

selected, and internal representatives of stakeholder groups

were asked to rank them. Subsequently, the outcome was

presented to and discussed with the Management Board and

Supervisory Board.

The outcome of the materiality assessment covered a broad

number of themes, ranging from TomTom’s ability to attract

and retain talent and foster a diverse and inclusive

workplace, to enabling others to reduce their environmental

footprints. Other themes, such as security and data privacy,

also ranked highly amongst our stakeholders.

For further details on the performed materiality assessment

and selection of themes, please see the Non-financial

reporting information section.

Setting clear targets

Progress on the identified themes is key to achieving our

shared value ambition and is directly linked to our objectives.

As such, the Management Board was able to set relevant

KPIs and accompanying targets.

At the same time, we have bolstered our reporting efforts,

enabling us to achieve limited assurance on the KPIs stated

in the above table. Each theme’s KPI and target is discussed

in the remainder of this chapter.

Reporting on our impact

With our ESG strategy aligned with our stakeholders’

perspectives and interests, we are also further improving our

reporting.

The identified themes provide a useful framework to discuss

our impact. First, our people and their positive impact on

society are discussed, after which our efforts in operating a

responsible business are highlighted.

For more details on our ESG reporting practices in relation to

the outlined themes and the related KPIs, reference is made

to Non-financial reporting information section.

Assurance

To formalize our ESG strategy, we requested our auditors to

provide independent assurance on certain KPIs and the

disclosures relating to the materiality assessment. As a result,

EY provided limited assurance on the performance for 2022

of the KPIs related to MT1 (Employer of choice), MT2

(Diversity and inclusion), MT4 (CO2 emissions) and MT5

(Security and data privacy). For theme MT3 (Technologies

that reduce emissions and improve road safety) we aim to

obtain limited assurance in 2023 as the related KPI is more

complex in nature.

Having assurance from an independent external assurance

provider reinforces our commitment to making a positive

impact.

	OUR IMPACT CONTINUED

		WE ARE TOMTOM | PAGE 14

TomTom helps people find their place in

the world through their impact

			EMPLOYER OF CHOICE
		KPI Employee Engagement Score
		TARGET Top-in-class employer with a 4th quartile benchmark score by 2025
		PERFORMANCE Employee Engagement Score of 75 in 2022, as compared to the Glint Technology industry benchmark score of 82
		LINK TO STRATEGY TomTom's success depends on its talented workforce. To attract and retain the right talent, advancing TomTom'ers' well-being is essential to achieving the company's strategy.

In 2022, we took significant steps to make it easy for

TomTom’ers to make an impact, through their role at

TomTom and in the broader community.

Impact is defined by the technology that TomTom’ers create,

saving people precious time while travelling, enabling the

next level of automated driving, and more. TomTom'ers'

impact is also found in their growth, development, and

ownership of their career. We enable all of the above for a

single reason – so that TomTom is known as the place where

impact seekers can achieve more.

We continue to evolve our way of working to foster an agile,

inclusive, and innovative work environment, with a

competitive rewards program and meaningful learning and

development opportunities. We are focused on being the

employer of choice – attracting, retaining, and developing

the right talent. Our employee engagement score provides a

useful indicator of our achievements, and we have set out to

increase our score to be top-in-class.

Like last year, we ran two surveys, one in April and one in

November. For the former, we received a response rate of

83% and an engagement score of 77. For the latter, we

received a response rate of 86% and an engagement score

of 73. This resulted in an achieved average score of 75,

which is 7 points lower than the Glint Technology industry

benchmark in 2022. As a result, we have not achieved our

target of scoring in the 4th quartile of the benchmark. The

year-on-year decrease in engagement score (2021: 78) can

largely be explained by the realignment of our Maps unit,

which impacted approximately 500 employees worldwide,

equivalent to around 10% of our total global headcount.

Attracting impact seekers

The labor market is more competitive than ever. We aim to

deliver what current and future TomTom’ers want and need

– workplace flexibility, an impactful and stimulating role, and

the opportunity to contribute to innovative technologies. This

is inherent to the TomTom experience.

As a result, the pull to TomTom is strong. We remain able to

hire the right talent and have even seen several TomTom’ers

“boomerang,” returning to TomTom. Additionally, we

attracted senior leaders from leading tech companies

worldwide. This success stems from our approach –

emphasizing TomTom’s impact-focused and flexible culture.

Internal changes at TomTom

With our constant emphasis on impact, we also aim to

continuously improve our mapmaking processes. By

integrating a wider array of digital sources and increasing our

automation levels this year, we can now create a smarter and

more impactful map in a more efficient way. These

innovations have, however, altered the skill mix required to

update and maintain the map. As a result, we realigned our

Maps organization in 2022, to ensure our competitiveness

going forward.

We supported affected TomTom’ers in several ways. We

communicated with our various sites regularly and

transparently, with several live Q&As for TomTom’ers to

share their questions and concerns with TomTom’s

leadership team. We prioritized redeployment, with a

dedicated Talent Acquisition team looking for vacancies that

matched the skills and experiences of affected TomTom’ers.

If this was not possible, we also provided outplacement

support to optimize TomTom’ers’ chances of finding the right

opportunity. And for everyone involved, we organized

resilience workshops to help TomTom’ers identify different

types of stress and practical ways of coping with it.

	OUR IMPACT | OUR PEOPLE

		WE ARE TOMTOM | PAGE 15

Choosing to lead

Leadership refers to how TomTom’ers act, contribute, view

themselves, and are perceived by others. It means looking at

situations positively, taking initiative, and driving solutions –

closing the gap between aspiration and reality.

We believe leadership is for everyone. Being a leader is a

choice. We introduced the Leadership Foundation in 2021 to

show TomTom’ers how to be a leader at any level. During

2022, we rolled out the Leadership Foundation and further

reinforced the set of behaviors, principles, and values that, if

embodied, will lead to outstanding leadership in 2023.

TomTom’ers take ownership of their growth and success.

They create opportunities for more significant impact,

increase their knowledge, raise their performance levels, and

use their expertise to influence and inspire others.

Performance that inspires

The next step was operationalizing the Leadership

Foundation, embedding it within our performance

management and hiring processes.

With our new approach to performance management, we

wanted to ensure that all TomTom’ers feel that their

performance and development are recognized and

prioritized across the company. To do this, we introduced

three performance pillars. Based on these pillars,

TomTom’ers co-create and shape their performance

expectations with their manager throughout the year.

	PERFORMANCE PILLARS
		Impact The consequences of what TomTom'ers do.
		Leadership How TomTom'ers work, by applying the behaviors and principles from the Leadership Foundation.
		Capabilities and development How TomTom'ers improve, building those capabilities that ensure they have the right skills for their role.

Through these performance pillars, TomTom’ers can

emphasize what matters most and leverage their full

potential. Our role is to make it easier for our TomTom’ers to

do this. We hosted multiple trainings and interactive

sessions, and provided a variety of guides and tools.

Similarly, we want to integrate the Leadership Foundation in

the hiring process, helping candidates understand how they

can be successful at TomTom. We will continue our efforts

on this front in the coming year.

These initiatives are essential to our strategy. Not only do we

want to attract the best talent, we also want to give them the

tools to build on their successes and become even stronger.

Guiding our engineers to excel

As our TomTom’ers grow stronger, we want them to

recognize and seize the opportunities available to them. To

facilitate this, we updated our engineering career ladders to

clarify the impact TomTom’ers can have in their role. We

have also extended our career tracks so TomTom’ers can

continue to exceed their expectations.

The Leadership Foundation enables TomTom'ers to achieve

the high levels of quality that are required to create

TomTom's technologies.

TomTom'ers grow with the company, developing their skills

to meet new challenges and spreading their knowledge

among their colleagues. This cultivates a culture of

excellence.

Opportunities to innovate

Impact seekers thrive on the chance to bring ideas to life –

TomTom’ers are no different. As such, TomTom Lab, our

global innovation program, continues to be as popular as

ever. The program enables people to innovate outside their

daily activities and offers an opportunity to make an impact.

The program's goal is to create new solutions or improve

pre-existing TomTom products, helping TomTom achieve its

ambitions. To maximize the impact of TomTom'ers' ideas, we

introduced “idea themes” – each tied to a business priority.

	IDEA THEMES
		Ecosystem growth Enabling developers and customers to use our map features, APIs, and SDKs, to build on top of our map or customize it for their specific use cases.
		Data-driven decision-making Finding new ways of gaining insight into how we can improve our products.
		Vertical focus Increasing value for our Enterprise customers while accelerating the transition to electric vehicles.
		Customer use cases Discovering a unique solution to a common problem faced by our existing or potential new customers.

	OUR IMPACT | OUR PEOPLE CONTINUED

		WE ARE TOMTOM | PAGE 16

With these idea themes, we can ensure that TomTom’ers’

ideas immediately affect what we want to achieve as a

company. They inspire ideation and development, improving

our products to solve complex problems for millions of

people worldwide.

Rewards and benefits to empower

Our rewards approach will continue to focus on offering

compensation packages that attract and retain talent, and

drive performance and engagement. We provide competitive

rewards that motivate high performance levels. In addition,

we offer the work flexibility TomTom’ers need to perform on

those levels consistently. We support TomTom’ers to reach

and sustain those high performance levels by investing in

training and development plans.

We have also fully integrated our flexible working program,

Working @ TomTom (W@TT). This gives TomTom’ers the

freedom to work from home or the office, depending on their

activities and personal preference. Whether undertaking a

focused exercise or joining colleagues for a social catch-up,

TomTom’ers choose the location.

Now, we are extending our commitment to flexible working

by redesigning our offices. We want to transform them into

new, modern locations with workspaces suited to all

activities. We have already redesigned our office in Pune and

intend to continue this process in Amsterdam, developing a

single center of operations that is fully equipped for all

TomTom’ers’ needs.

Finally, our new Extended Location Flexibility benefit gives

TomTom'ers the possibility to work abroad for a period of

time. Whether our people return to their families or work in

an entirely new environment, they are given the freedom to

decide from where they will have the most impact.

Listening and responding to our TomTom’ers

We are continuously searching for ways to improve the

TomTom experience. This is why engagement surveys are

essential – TomTom’ers can share their honest feedback on

the strengths of life at TomTom, and areas of improvement.

Through TomTom'ers' feedback, we know what our

workforce needs to continue succeeding and we act on it

accordingly, as we have done on previous surveys' results.

For example, the aforementioned Extended Location

Flexibility is an initiative introduced following TomTom’ers’

previous survey responses.

Supporting well-being

We care about TomTom'ers' well-being. All TomTom’ers

have access to professional counseling to support them

through difficult times. Additionally, we regularly organize

and host sessions to raise awareness around mental health.

We are proud and thankful for our TomTom’ers’ resilience

and strength, looking out for one another in times of need.

As a company, we will continue to nurture a working

environment where TomTom’ers feel safe and comfortable

being open with us.

TomTom is a great place to work

Our workforce is empowered to make impact in their lives

and through their work. We create leaders at every level and

support TomTom'ers through benefits that reward their high

performance and support their learning and growth. We

ensure our people can make our shared ambitions a reality.

	OUR IMPACT | OUR PEOPLE CONTINUED

		WE ARE TOMTOM | PAGE 17

A culture of inclusion that powers a

more impactful TomTom

			DIVERSITY AND INCLUSION
		KPI Gender diversity ratio
		TARGET 30% female representation at company level and 20% for senior management (director and above) by 2025
		PERFORMANCE Female representation in 2022 of 27% at company level; and 17% for senior management.
		LINK TO STRATEGY TomTom's diverse and inclusive culture enables enhanced value creation for all stakeholders and supports TomTom'ers to deliver on key strategic goals.

Our diversity makes us stronger, more innovative

and creative, and brings us closer to our customers.

We are committed to ensuring people from all

backgrounds feel welcome at TomTom and are able

to find their impact.

At TomTom, we are 3,800 passionate problem solvers from

80+ nationalities, spread across the globe. We know it is

important to embed diversity and inclusion in our company

through inclusive, equitable processes. Our diverse and

inclusive culture makes us a more impactful organization. For

instance, by grouping together TomTom'ers from 15 different

locations and 26 product units, the TomTom Lab initiative

delivered 67 innovative ideas to address location technology

challenges.

Our commitment, goals, and progress

In accordance with our Diversity and Inclusion Policy, we

continued driving progress towards better representation of

all backgrounds in the company in 2022.

To source diverse talent and stimulate inclusion, we

continued our partnership with myGwork, the global

recruitment and networking hub for LGBTQIA+ professionals.

In addition, we extended our collaboration with the Refugee

Talent Hub in the Netherlands to support the integration and

development of newcomers. The collaboration focuses on

sourcing refugee talent and providing relevant trainings.

To improve gender diversity, we are guided by our goal to

reach 30% female representation at company level by 2025,

and 20% female representation at senior management level.

Our targets for diversity were adjusted from last year, to

account for industry averages. We believe the target remains

ambitious, as the industry average female representation for

engineers is 23%.

In 2022, women accounted for 26% of new hires (2021: 24%).

Looking specifically at tech and leadership, women

accounted for 17% of tech hires (2021: 17%) and 14% of hires

in director level and above positions in 2022 (2021: 27%).

Female representation at company level decreased

marginally to 27% (2021: 28%). For senior management,

female representation is 17%, which translates into 27 women

and 131 men. Due to our increased focus on hiring for tech

roles over the years, for which gender diversity is lower than

non-tech roles, we experience challenges in moving the

needle on female representation.

We believe that transparency and accountability in our

actions are key in order to learn, improve and ultimately

reach our level of ambition, and will continue our efforts on

diversity in 2023.

The diversity policy of our Management Board is included in

the Management Board section.

	OUR IMPACT | OUR CULTURE

		WE ARE TOMTOM | PAGE 18

Fostering a culture of inclusion

We aim to foster a diverse, open, and inclusive company

culture and workplace, where all TomTom'ers feel connected

and valued. We stand up for each other and for equal

opportunities by celebrating our accomplishments, calling

out problematic behavior, and being mindful of our cultural

differences.

The role of allyship is crucial here. By being allies, we help

everyone feel accepted and valued. Our relationships

become stronger as a result, particularly with marginalized

groups that need our support.

We introduced a global Allyship Workshop to start

familiarizing TomTom'ers with the principles of allyship and

enable them to correctly apply it in various social scenarios.

This workshop will continue to be rolled out to more

TomTom’ers in 2023 and be integrated in our onboarding

processes.

In addition, we drive inclusion through moments of

awareness or celebration, such as our International Women’s

Day, Pride Month and Mental Health Day initiatives. In 2023,

we will continue our efforts to make an impact through

important cultural moments.

International Women’s Day Week of Learning

Inspired by the global #BreakTheBias campaign, our annual

global Week of Learning returned for the third year in a row

and put female-identifying experts in the spotlight. The week

provided an opportunity to learn, become a stronger ally, and

get inspired to be 'Bigger than Bias'.

We are proud that our global and local initiatives were

recognized by the Great Place to Work® Institute (India), as

we were named one of India’s Best Workplaces for Women

2022.

From mentorships and sponsorships to executive leadership

programs, we will continue to support women in accelerating

their careers in tech while creating a workplace where they

feel welcomed and empowered.

Pride Month

At TomTom, we encourage everyone to “Be you, be proud”.

For us, Pride is a global celebration of the LGBTQIA+

community, recognizing the value and impact that LGBTQIA+

members have in our world.

We want TomTom’ers to feel comfortable being their true

and authentic selves, and learn from each other’s

experiences. During Pride Month, we celebrated our amazing

TomTom LGBTQIA+ community and its allies.

Mental Health Day

Supporting our people’s well-being is a key priority for us.

That means raising awareness around neurodiversity and

mental health stigmas, and providing useful resources

through our Mental Health Day educational content.

	OUR IMPACT | OUR CULTURE CONTINUED

		WE ARE TOMTOM | PAGE 19

Our people make social impact where it

matters most

We exist to help people and businesses find their

way in a better world. A better world in our view is a

world of equal opportunities, high-quality education,

and sustainable communities and cities.

In 2022, we created an impact framework to align our efforts

with our idea of a better world. The framework spans four

pillars. Its foundation is our culture and values. The

framework is intended to drive support toward the four SDGs

that best align with TomTom's vision.

OUR PEOPLE AND CULTURE

Our people and culture are key to powering a more impactful

TomTom. We aim to attract impact seekers, support them to

take charge of their potential, and enable them to innovate.

In addition, we feel strongly about our inclusive and diverse

culture, in which everyone can be their authentic selves.

In 2022, TomTom'ers actively contributed their skills, time,

and resources to support universal access to quality tech

education and their local communities more broadly.

TECH EDUCATION FOR ALL

We are passionate about bringing more talent into tech. As

such, we believe tech education should be accessible to

everyone. We engaged in several initiatives to support this,

including organizing the TomTom NEXT Global Student

Hackathon.

TomTom NEXT Global Student Hackathon

The second edition of the student hackathon provided 129

students from six locations and eight tech institutions with

the opportunity to try their skills at three real-life cases.

This edition introduced multiple difficulty levels to provide a

meaningful learning experience to a broader group of

students. On top of prizes of more than €20,000, students

received mentoring and feedback from TomTom experts.

One of our technology education partners for the hackathon,

Codam Coding College, offers tuition-free software

engineering education to a diverse group of students. As

part of the partnership, TomTom'ers provided mentoring and

masterclasses to these students in 2022, thereby helping to

bridge the gap between their personal goals, skills, and the

job market.

	OUR IMPACT | SOCIAL IMPACT

		WE ARE TOMTOM | PAGE 20

STRONGER LOCAL COMMUNITIES

We aim to make a positive impact in all the communities we

are present in. For instance, TomTom’ers in the Netherlands

have volunteered more than 1,000 hours as part of the paid

volunteering time-off benefit introduced in 2019. TomTom'ers

made impact by mentoring students, giving talks on road

safety in local schools, and participating in World Cleanup

Day, amongst others.

Furthermore, in India, we partnered up with Katalyst, a local

NGO that supports the economic empowerment of young

women and prepares them for leadership roles, driving

stronger female representation in the tech industry. TomTom

India has committed to sponsor multiple internships over the

coming years.

Lastly, to provide aid to those impacted by the war in

Ukraine, TomTom’ers donated around €50,000 to the Red

Cross. This total was matched by TomTom. Additionally, all

TomTom’ers, received paid volunteering days to help those

in need.

Our community in Poland, KoguTT (Kulturalno Oświatowa

GrUpa TomTomowa), worked tirelessly to ensure the safety

of affected people, and supported by handing out groceries

and medicines, providing transportation and verbal

translation help, and much more.

Supporting refugee integration and inclusion

In 2022, we continued our partnership with the Refugee

Talent Hub in the Netherlands. The Refugee Talent Hub

connects employers with newcomers, with the goal of

providing paid employment as well as training opportunities.

To boost our efforts in supporting refugees, TomTom joined

the TENT Partnership for Refugees in April 2022. As part of

this partnership, we intend to hire refugees in technology

roles and provide them with relevant training. Through these

efforts, we not only give back to a community of people in

great need, but also tap into a diverse pool of talent.

In addition, our teams in Poland and Germany took time to

understand local refugee needs and explore partnerships to

provide training and hiring opportunities. In 2023, we aim to

formally partner up with organizations in Poland and

Germany to start shaping up our impact initiatives locally.

TAX PRINCIPLES

TomTom’s approach to tax is published on our website.

TomTom has committed to the Dutch Tax Governance Code

for multinational companies, as coordinated and published

by VNO-NCW in 2022. TomTom complies with the

requirements of this Code, with the exception of reporting on

a legal entity basis. Instead, TomTom voluntarily reports its

tax payments on a regional basis.

TomTom views taxation as an important contribution to a

sustainable society, as they are a source of funding for public

services in the countries where we operate.

Corporate income taxes are paid based on taxable profits

and borne by TomTom as a taxpayer. TomTom’s taxable

profits are calculated in accordance with TomTom’s OECD-

based transfer pricing model and local tax rules. Corporate

income taxes include withholding taxes deducted by

customers on TomTom’s invoices and withholding taxes on

distribution of dividends.

In addition to income taxes, which are due by TomTom as a

taxpayer, our local business activities also create a

responsibility to collect and pay other types of taxes like

payroll taxes and indirect taxes. By collecting and paying

these taxes to local authorities, TomTom provides a

meaningful contribution to the countries in which it operates.

Payroll taxes are paid by TomTom to authorities in the form

of wage taxes and social security contributions, for example.

These payments partly consist of employer’s contributions,

but the majority is withheld from wages paid to employees

and are as such remitted on behalf of TomTom’s employees.

Indirect taxes such as value added tax (VAT) are

consumption taxes which are levied on the added value and

have an output and input element. Below overview shows

TomTom’s net VAT amounts paid, being the balance

between output VAT and input VAT.

In addition to the taxes mentioned above, TomTom also

contributes to society by means of other types of taxes such

as customs duties, packaging taxes, environmental taxes,

and batteries taxes. These other taxes are not included in

below overview, as they are not material for TomTom.

The following table provides an overview of TomTom’s net

payments of taxes. As is reflected, taxation is an important

part of our business and is paid in the regions in which we

operate.

(€ in thousands)		2022		2021
Europe1		1,999		6,171
North America		1,244		475
Rest of world		1,840		923
Total corporate income taxes		5,083		7,569
Europe		99,762		88,352
North America		9,170		7,758
Rest of world		8,434		8,129
Total payroll taxes		117,366		104,239
Europe		15,748		16,767
North America		1,160		847
Rest of world		94		546
Total value added taxes (net)		17,002		18,160

1 Amount includes withholding tax paid in jurisdictions outside Europe. The

  lower 2022 amount is mainly due to refunds.

	OUR IMPACT | SOCIAL IMPACT CONTINUED

		WE ARE TOMTOM | PAGE 21

Creating a better world through our

products and technologies

			TECHNOLOGIES THAT REDUCE EMISSIONS AND IMPROVE ROAD SAFETY
		KPI CO2 reduction enabled by our Traffic Services
		TARGET To be set in 2023
		PERFORMANCE TomTom is working on assessing and reporting on the reduction in emissions its product and technologies enable and expects to provide further insights in 2023.
		LINK TO STRATEGY TomTom's products and technologies add value by enabling others to make smarter mobility decisions, thereby also increasing efficiencies.

Our products and technologies enable everyone,

from individuals to governments and businesses, to

make smarter mobility decisions. This enables us to

make a positive impact with our products and

services.

Beyond the social impact TomTom'ers make by contributing

their skills, time, and resources to worthy causes, they also

make an impact through their work – through the products

and technologies they help create.

Our offerings are focused on helping others make better

decisions, be that while driving to work or scheduling a multi-

stop route for a delivery driver. In doing so, our offerings

enable reductions in emissions and increases in road safety.

We are committed to maximizing the positive impact of our

products and technologies, and encourage our people to

innovate to create a better world. This makes our people's

work more enticing, and our products and technologies more

valuable for our customers.

INCREASING ROAD SAFETY

Our location technology is relied upon by millions of people

day in, day out. They make use of our technologies to

navigate to work, hail a ride to an appointment, or look up

the location of a restaurant. By streamlining our services, we

are creating a more comfortable experience for our users.

Especially in mobility-related use cases, we are able to make

a meaningful social impact as well. For instance, by providing

timely warnings on what is happening on the road ahead, we

can improve road safety and decrease the number of road

casualties. As an example, our jam tail warnings alert drivers

that a traffic jam might be approaching. Even though the

traffic jam may only start just around a bend, drivers using

our technology will be able to already let off the gas,

avoiding harsh braking, diminishing risks of rear-end

collisions, and smoothening traffic waves.

	OUR IMPACT | PRODUCT IMPACT

		WE ARE TOMTOM | PAGE 22

REDUCING EMISSIONS

At TomTom, we see climate change as an important

environmental risk and strive to limit emissions. As such, we

offer products to enable others to move towards a world with

less emissions, together with us. Accurate traffic data,

dynamic routing, up-to-date information on charging stations,

and much more, all help to reduce our collective

environmental footprint.

Better routes, less emissions

Our offerings, and especially those that service mobility-

related use cases, incorporate options for users to opt for a

more ecological route. In addition, our traffic service enables

millions of users to navigate around efficiency-diminishing

traffic jams, leading to a material effect driven by lower

emissions from mobility.

Supporting the move toward electrification

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 their

vehicle's range and the charging availability along their

route. Our products turn range anxiety into range accuracy,

offering peace of mind to drivers and accelerating the

transition towards a cleaner, 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 such factors 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.

ESTIMATING OUR IMPACT

We are working on estimating the positive impact of our

products and services on people’s lives and the

environment.

Our traffic services enable our users to avoid traffic jams and

drive at a more fuel-efficient, constant speed. The gross

effect of driving at a more optimal speed, is partially offset by

having to drive an alternative, and potentially longer, route to

avoid traffic congestion. Even so, our traffic services enable a

net reduction in CO2 emissions.

We are developing a methodology to determine the total

CO2 emission savings enabled by our traffic services. The

preliminary estimates indicate that the overall CO2 savings

from our traffic services exceed our combined Scope 1 and

Scope 2 emissions.

However, these calculations are complex and are based on a

wide variety of assumptions. As such, we will not report in

detail on the net CO2 reduction enabled by our traffic

product in 2022. Over the course of 2023, we will further

strengthen our methodology and reporting.

In addition to environmental benefits, we estimate that

TomTom's traffic services users who encounter a traffic jam

will benefit from an improved driving experience. Users save

up to 12 seconds per trip kilometer driven, while their

average speed is improved by 4.5 kilometers per hour.

	OUR IMPACT | PRODUCT IMPACT CONTINUED

		WE ARE TOMTOM | PAGE 23

We are committed to conducting our

business responsibly

At TomTom, we are committed to make the most

impact for all stakeholders in a responsible manner.

Our governance structure supports this commitment,

through long-term value creation, ethical business

practices, and a values-driven culture.

ETHICAL BUSINESS PRACTICES

TomTom is dedicated 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.

Code of Conduct

Our Code of Conduct describes our business principles,

guiding our employees in their work and their interactions

with external stakeholders.

Our Code of Conduct training and awareness program and

control mechanisms play a pivotal role in preventing bribery,

corruption, and other misconduct at TomTom. The program

is designed to instill an awareness of everyone’s

responsibility to uphold TomTom’s business principles and to

speak up in case of misconduct. The program includes

gamified trainings, interactive refresher sessions, tailored

communication, and custom-made campaigns on specific

topics like human rights, safe working environments, anti-

bribery and corruption, security, confidential information, and

our Open Ears Procedure.

Through our Open Ears Procedure, our employees and

stakeholders have the opportunity to anonymously speak up

about any potential misconduct, without fear of retaliation.

We received five reports through our Open Ears Procedure

in 2022. The reports related to claims of breaches of internal

procedures, harassment and bullying. All reports were duly

investigated and all cases which we could substantiate were

followed up on in accordance with our policies. Outside of

the Open Ears Procedure, no cases of non-compliance with

the company's principles and corporate policies were raised.

Our business principles and corporate policies and

procedures are an important and mandatory part of our

global induction program for all employees, as well as for all

existing employees. No anti- corruption or bribery-related

KPIs were set for 2022.

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. Our

Slavery and Human Trafficking Statement under the UK

Modern Slavery Act summarizes our actions to address the

risk of modern slavery within our operations and those of our

suppliers. No human rights-related KPIs were set for 2022.

Reducing our environmental footprint

Besides enabling others to reduce emissions, we also drive

efficiencies in our own operations. This year, we set

ourselves the goal to become carbon neutral by 2030. See

the Environmental Footprint section for more information.

Data privacy and security

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 solely to improve our products, and

not to feed alternative business models. To enforce our

beliefs, we provide a no-ad guarantee with our products. See

the Privacy and Data Governance section for more details.

Continuous improvements

In our effort to continuously improve our practices, also as

part of our Quality Management System, we will further

develop policies, risk management processes, and KPIs in

relation to matters such as our environmental impact, human

rights and anti-corruption and -bribery.

	OUR IMPACT | RESPONSIBLE BUSINESS PRACTICES

		WE ARE TOMTOM | PAGE 24

Enabling a more sustainable future by

maximizing our operational efficiency

			CO2 EMISSIONS
		KPI Scope 1 and 2 CO2e emissions Scope 3 CO2e cloud emissions
		TARGET Carbon neutral on Scope 1 and 2 by 2030
		PERFORMANCE 1,860 tCO2e Scope 1 emissions; 1,305 tCO2e Scope 2 emissions; and 187 tCO2e Scope 3 cloud emissions in 2022
		LINK TO STRATEGY TomTom wants to ensure its growth ambitions are achieved in a sustainable manner, by minimizing its carbon emissions.

We recognize that climate change poses a

significant risk to the environment, and we are

dedicated to lowering emissions through both our

products and enhanced operational sustainability.

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.

We report on our direct and indirect emissions in Scope 1

and 2, as per the Greenhouse Gas (GHG) Protocol. This year,

we also started reporting on the emissions from our cloud

computing usage, included in our Scope 3. A more detailed

look at the GHG Protocol, the different Scopes, and our

performance this year, is included below.

In 2022, our total emissions as a company decreased year

on year. Our Scope 1 emissions decreased 8% year on year

and our Scope 2 emissions decreased 29% year on year.

The decrease can be partially explained by the ongoing

initiatives we have in place to limit our environmental

footprint. These initiatives include our Green Building

Program, a Company Car Policy that prioritizes the use of

electric vehicles, the careful management of resources and

waste, and many others.

To raise awareness of our efforts to minimize our

environmental footprint, ensure all TomTom'ers support us

toward becoming a more sustainable company, and inspire

them to make more sustainable decisions, we held the first

global TomTom Earth Week in 2022.

Our growing community of #be-tomtom-green ambassadors

provided useful insights, and we planted more than 4,000

trees with the help of OneTreePlanted, one for every

TomTom'er.

Additionally, to encourage knowledge-sharing, we hosted an

external panel discussion around “Partnerships for green

change – how can we create more sustainable cities &

communities?” We were joined by external experts and

partners – the UN Global Compact Network Netherlands,

CARIAD (a Volkswagen Group), PTV Group and the

Municipality of Amsterdam to discuss our shared ambitions

and how we can collaborate to create more sustainable

cities.

To strengthen our commitment to becoming a more

sustainable company, we have set ourselves the goal to

become carbon neutral on Scope 1 and 2 by 2030. Scope 1

and 2 include the direct and indirect emissions we readily

control. The remainder of this chapter includes a detailed

look at how we are moving toward carbon neutrality, with

our efforts to identify our emissions, and the initiatives we

are taking to limit our footprint.

	OUR IMPACT | ENVIRONMENTAL FOOTPRINT

		WE ARE TOMTOM | PAGE 25

IDENTIFYING OUR EMISSIONS

Reducing the environmental impact of our operations starts

with identifying its sources and adequately reporting on

them. 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 mainly caused by

company facilities and vehicles. For TomTom, Scope 1

emissions originate from heating of our office facilities and

company car usage.

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 services

including cloud computing, purchased goods, 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.

We report on Scope 1 and Scope 2 emissions from all

entities over which we have operational control, as per the

organizational boundary-setting methodology under the

GHG Protocol. Consequently, our reporting includes

emissions from owned as well as leased assets.

With regards to Scope 3 emissions, we have identified our

cloud usage as an area of focus. Most of our processes and

development activities involve use of cloud computing and

storage services. As such, we are reporting on Scope 3

cloud emissions this year. In the future, we will reassess

including Scope 3 emissions from other sources in our

reporting as well.

In 2023, we will further assess how we can improve and

expand our emissions reporting.

Aside from reporting on our emissions, this chapter also

contains a detailed discussion of our initiatives to reduce our

environmental footprint.

	OUR IMPACT | ENVIRONMENTAL FOOTPRINT CONTINUED

		WE ARE TOMTOM | PAGE 26

SCOPE 1 & 2 EMISSIONS PERFORMANCE

In discussing emissions performance, it should be noted that

a greater amount of actual consumption data was available

for 2022, where most 2021 figures, especially with regard to

emissions from our facilities, were estimated using emission

factors.

For 2022, we report a significant reduction of Scope 1 and 2

CO2 emissions originating from our lease fleet, MoMa

vehicles, and facilities.

Scope 1 emissions from our facilities exhibited a limited year-

on-year decrease, which can mainly be explained by the

reduced consumption of heating oil in our North American

offices.

Scope 1 emissions related to our lease fleet increased in

2022. This increase resulted from an increase in vehicle

travel as COVID-19-related restrictions were lifted.

Emissions associated with our MoMa vehicles decreased

strongly in 2022, as compared to 2021. This decrease was

caused by a reduction in the kilometers traveled by our

MoMa vehicle fleet, driven by efficiencies gained in our

mapmaking process.

In relation to Scope 2, we observe a strong decrease in

market-based emissions related to our facilities. This

decrease mainly resulted from the Asia-Pacific region, and

specifically the emissions from our Pune, India office.

In 2022, an increased amount of actual consumption data

was available for this office, leading to more accurate

estimates. In addition, the decrease in Scope 2 emissions

can be attributed to a reduction in office space in Eindhoven

and Poland. Scope 2 location-based emission decreased for

the same reasons.

SCOPE 3 EMISSIONS PERFORMANCE

As a first step toward capturing our Scope 3 emissions, we

are reporting on the emissions from our cloud computing

usage in 2022.

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.

In recent years, we have moved the majority of our day-to-

day activities to external cloud storage providers, from on-

premise cloud storage. This has helped us manage our

activities and their impact more efficiently, as our cloud

providers are, on average, three to five times more energy

efficient as compared to our in-house IT infrastructure.

For Scope 3, our reported emissions include the Scope 1 and

2 emissions of our cloud providers. Our reported Scope 3

emissions do not include the Scope 3 emissions of our cloud

providers. Though we recognize that the Scope 3 emissions

of our cloud providers might represent a significant part of

their total emissions, we chose to exclude them due to a

lack of available data for some suppliers and to avoid

double-counting within Scope 3.

The year-on-year decrease in cloud emissions results from a

focus on energy efficiency and continuous innovation by our

cloud providers in order to reduce energy usage and

increase operational excellence. The decrease is partly

offset by increased cloud usage, driven by the growth of our

Location Technology business and the transition to

providing more cloud-based solutions for our customers.

In the upcoming years, we will strengthen our reporting on

our cloud emissions by working together with our suppliers

and engineering teams, with the ultimate objective of

optimizing energy efficiency and limiting our emissions.

(tonnes CO2- equivalent)			2022		2021		Method3
Facilities			419		449		Combination
	EMEA		326		340
	NAM		79		94
	APAC		14		15
Lease fleet			652		575		Asset-specific
	EMEA		652		575
MoMA vehicles1			789		1,006		Asset-specific
Scope 1			1,860		2,030		Combination
Facilities			1,305		1,844		Combination
	EMEA		604		644
	NAM		87		65
	APAC4		614		1,134
Scope 2 (Market)			1,305		1,844		Combination
Cloud1 2			187		208
Scope 3			187		208
Group sum			3,352		4,082		Combination
	Per FTE		0.81		0.93
	Excl. MoMa		2,563		3,076
Facilities			2,825		3,370		Combination
	EMEA		2,003		1,954
	NAM		208		281
	APAC		614		1,134
Scope 2 (Location)			2,825		3,370

1Includes global data.

2Cloud emissions include the Scope 1 and 2 emissions of our cloud

providers. Cloud providers' Scope 3 emissions are not included.

3Calculation methods are derived from the GHG Protocol and are explained

in the Non-financial reporting information section.

4Calculation method changed for India Pune office from average-data to

actual-data for 2022 figures effecting comparability.

.

	OUR IMPACT | ENVIRONMENTAL FOOTPRINT CONTINUED

		WE ARE TOMTOM | PAGE 27

INITIATIVES TO REDUCE OUR FOOTPRINT

We run various initiatives to limit our footprint, like optimizing

office sustainability and improving resource management.

Green Building Program

We conduct building assessments, using rating methods like

BREEAM (Building Research Establishment Environmental

Assessment Method) and LEED (Leadership in Energy and

Environmental Design), to achieve sustainable development.

Topics addressed in these assessments are climate change,

health, biodiversity, transport, water and material usage.

In 2022, we achieved BREEAM In Use certifications for one

of our offices in Amsterdam and our Eindhoven office, both

ranking Very Good. Our Dutch offices score, on average, 6%

above the BREEAM benchmark, excelling in energy (+11%)

and waste management (+18%). We also support biodiversity

by providing shelter to bees and birds (+25%). Performance

on indoor climate (-7%) will be addressed in refurbishments,

integrating science-based concepts to support health, well-

being, and productivity, per the WELL Building Standard.

Our office in Pune, India, obtained LEED Gold certification for

its interior design and construction in 2022. It achieved

reduction in water and energy consumption of 50% and 14%

compared to the LEED baseline, respectively. Indoor air

quality is monitored continuously to promote a healthy and

productive workplace through high fresh-air ventilation rates.

Besides evaluating existing offices, we consider sustainable

performance in building selection. Our new offices in Berlin

and Lodz are LEED Building Design and Construction Gold

certified. Today, 36% of our offices have a valid green

building certification.

Energy efficiency

In 2022, we purchased certified domestic renewable

electricity for 26% of our office locations. At the same time,

we monitor energy consumption in larger offices to identify

efficiency opportunities. In 2023, we will work on developing

a strategy that enables a climate neutral office portfolio.

Primary energy use
(GJ/m2)	2022	2021
Netherlands	0.79	0.78

A cleaner company fleet

We introduced a new Company Car policy for Belgian

employees in 2021 and expanded the policy to France in

2022. The policy prioritizes the use of fully electric and

hybrid-electric vehicles wherever possible, and supports the

installation of charging stations at the office and at home.

Today, 9% of our fleet consists of electrified vehicles (2021:

2%). We aim to expand this share, but delivery of new

electrified vehicles, as part of lease renewals, was slowed by

industry shortages in recent years. Most vehicles that are yet

to be delivered to us will be electric or hybrid.

Driving a responsible supply chain

We believe it is imperative that our suppliers integrate

fundamental human rights, safety, and sustainability in their

operations. Suppliers should adhere to our Supplier Code of

Conduct and are asked to acknowledge our Environmental

Policy. We also work proactively with major suppliers, like

our cloud providers, to identify and limit our footprint.

Specifically related to the manufacture and shipment of our

navigation devices, we have a Corporate Environmental

Product Compliance program in place. We monitor the

legislative and regulatory developments that apply to our

products, accessories, and packaging in order to establish

our corporate and supplier requirements. This includes the

constantly evolving environmental legislation on chemical

substances, changes in which we communicate with the

business to ensure we are current and compliant.

Management of resources, efficiency and consumption

We monitor our resource consumption and carefully select

materials for consumption. We strive to use Forest

Stewardship Council-certified (FSC) products wherever

available, work with FSC-certified catering and sanitation

product providers, and take sustainability into account when

selecting furniture, construction, and stationary suppliers.

Additionally, we actively monitor water usage in the

Netherlands, covering around 28% of our workforce.

Water use
(m3/FTE)	2022	2021
Netherlands	3.04	2.92

Waste management and recycling

We are committed to a proactive global take-back strategy,

spanning both waste generated in our offices as well as

across the supply chain. We have implemented waste

recycling in all offices and try to prevent waste production by

facilitating the reuse of stationary products of office furniture.

We are working with our waste service partners to ensure

waste is processed responsibly, within the country.

Office waste
(% of waste in the Netherlands)	2022	2021
Reused	0%	39%
Recycled	49%	29%
Composted	19%	11%
Energy recovery	32%	21%
Landfill	0%	0%
Total (in kg)	39,865	33,239

The volume of waste generated in our supply chain is

decreasing with our navigation device sales. This is reflected

in the absolute amount of waste recycled within the supply

chain. We remain committed to recycling and a responsible

end-of-life treatment of our sold products.

Recycled waste
(Tons, unless stated otherwise)	2022	2021
Electrical and electronic equipment (WEEE)	171	197
Battery waste	11	13
Packaging waste1	178	211

1Excludes data from the U.S., Australia and New Zealand.

Traveling

To decrease the impact of our travel, we have focused on

substituting air travel with rail travel on routes between the

Netherlands, Belgium, France, and the UK. We continue to

revise our Travel Program and challenge our travelers to

travel more smartly and sustainably. Initiatives such as the

prioritization of direct and sustainable routes and use of

certifiably sustainable hotels are points that are evaluated to

be added to our Travel Program.

	OUR IMPACT | ENVIRONMENTAL FOOTPRINT CONTINUED

		WE ARE TOMTOM | PAGE 28

EU TAXONOMY

The EU Taxonomy establishes an EU-wide classification

framework intended to provide businesses and investors

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

January 1, 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 Directive 2014/95/EU on the disclosure

of non-financial information, which has been implemented

into Dutch law through the Decree disclosure on non-

financial information (‘Besluit bekendmaking niet-financiële

informatie’), need to disclose for reporting period 2022 the

proportion of Taxonomy-aligned and non-Taxonomy aligned

economic activities in their total turnover, Capital

Expenditures (CAPEX) and Operating Expenses (OPEX)

including certain qualitative information.

Our assessment on the eligibility and alignment of our

business activities with the Taxonomy is made based on EU

Delegated Act. For the assessment of eligibility, we consider

the NACE macro sectors and activities listed in the Annexes

for Climate Change Mitigation and Climate Change

Adaptation, as published by the EU.

As the list of activities under this Delegated Act currently

applies to specific sectors with high CO2 emissions, our

revenue generating activities currently do not fall under any

of the activities described those Annexes. Consequently, the

proportion of our current revenue that can be considered as

Taxonomy-eligible and Taxonomy-aligned is 0% for both

2022 and 2021. The applied denominator for EU taxonomy

turnover is defined as Revenue as disclosed in note 6 to the

consolidated financial statements. Further disclosures as

well as the applied accounting policy can be found in the

same note.

More information on our product offerings and their

contribution in making a positive impact on the environment

can be found in the Product impact section.

For the CAPEX and OPEX KPIs, our efforts to make our

offices and facilities more sustainable through activities such

as the implementation of energy management systems and

energy efficient lighting, can be considered as eligible

activities.

Based on our assessment we identified 0.2% of eligible

CAPEX (2021: <1%) which all qualify as aligned CAPEX and

0.02% eligible (2021: <1%) and aligned OPEX. This

assessment is in line with our assessment last year. In the

Non-financial reporting section on pages 130 to 132, we

present the outcome of our assessment in more detail.

For assessing the extent of alignment we reviewed the

criteria in article 3 of the EU regulation 2022/852 and the

associated technical screening criteria included in the

Delegated Acts. We identified the portion of our eligible

activities that meet all technical criteria, and can thus be

considered as Taxonomy-aligned activities. Such activities

are included as part of the numerators of the respective

KPIs. We ensured that expenditures are not double-counted

and are only allocated once to each of the KPIs.

The denominator for the CAPEX KPI includes additions in

Intangible assets, Property, plant & equipment (PP&E) and

Lease assets, including reassessment. Refer to note 14-16 of

the financial statements for more information on the

additions to the above-mentioned assets as well as the

related accounting policies.

The denominator for the OPEX KPI is determined based the

EU Taxonomy definition which covers direct non-capitalized

costs that relate to research and development, building

renovation measures, short-term leases, maintenance and

repair, and any other direct expenditures relating to the day-

to-day servicing of assets or property, plant and equipment.

This differs from the total of operating expenses in our

financial statements.

Our assessment is based on our interpretations on how the

regulation applies to our business activities and the impact

thereof on eligibility and alignment. We will continue to

assess our eligibility and the extent of EU Taxonomy

alignment in 2023. Future guidance could result in more

accurate definitions and altered decision-making in meeting

reporting obligations that may come into force, which could

impact future EU Taxonomy reporting.

	OUR IMPACT | ENVIRONMENTAL FOOTPRINT CONTINUED

		WE ARE TOMTOM | PAGE 29

Data privacy and security are

built into everything we do

			SECURITY AND DATA PRIVACY
		KPI Percentage of engineers certifiably trained on security
		TARGET 75% of engineers certifiably trained on security by 2025
		PERFORMANCE 9% of our engineers were certifiably trained on security at the end of 2022.
		LINK TO STRATEGY Our customers demand products that meet high safety and security standards.

Safety, security, and privacy 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 safety, security, and privacy-

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 ISO27001 certified Information Security Management

System (ISMS) ensures that we meet the security demands of

our customers and regulators 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, or

'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.

All employees at TomTom are conscious of data privacy and

security. There are many initiatives to create the appropriate

awareness, and training is provided to all employees on a

continuous basis. These trainings include company-wide e-

learnings as well as training sessions with specific

departments. In addition to the generic training, dedicated in-

depth training is provided to our engineers for an additional

level of security.

Mid-2022, we started a new program named Security

Journey, that provides in-depth training on security tailored

to the engineers and the programs they are working on. The

training is intended to help identify potential security

vulnerabilities early and reduce the number of vulnerabilities

in programs over time.

The program is still in its early stages. In 2022, we trained 9%

of our engineers over the course of several months, and we

aim to train over 75% of our engineers by 2025. With this

training, we will first address all engineers that work on

customer-facing and critical applications. If we reach 75% of

our engineering population, we will have trained most of

these engineers. This initiative is still new and the completion

rate is expected to grow significantly in the coming years.

More details on the training and how this is measured can be

found in the Non-financial reporting section.

	OUR IMPACT | PRIVACY AND DATA GOVERNANCE

		WE ARE TOMTOM | PAGE 30

	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:

Privacy at TomTom

	OUR IMPACT | PRIVACY AND DATA GOVERNANCE CONTINUED

		WE ARE TOMTOM | PAGE 31

Marked growth in Location Technology

(€ in millions, unless stated otherwise)		2022		2021		YoY change
Location Technology		436.4		394.0		11%
Consumer		99.9		112.9		-11%
Revenue		536.3		506.9		6%
Gross profit		449.7		407.1		10%
Gross margin (%)		84%		80%
EBITDA1		-40.9		-19.5
EBITDA margin (%)1		-8%		-4%
Operating result (EBIT)1		-97.6		-93.2
Operating margin (%)1		-18%		-18%
Net result		-102.7		-94.7
Free cash flow (FCF)1, 2		-29.2		23.5
Free cash flow as a % of revenue		-5%		5%

1This is a non-GAAP measure and is further explained on page 137.

2Free cash flow excludes restructuring charges related to the Maps realignment announced in June 2022.

Revenue

Group revenue was €536 million, 6% higher compared with 2021. Location Technology,

consisting of our Automotive and Enterprise businesses, showed 11% revenue growth

compared with last year.

Automotive realized significant revenue growth of 17% compared with last year. Revenue

was positively impacted by increased car production as well as ramp up of some new

contracts. This was further supported by a change in the way we identify performance

obligations of new map subscriptions and the related timing of revenue recognition to

better reflect the evolution in our products. Excluding the impact of the latter, the year-on-

year reported revenue growth for Automotive would have been 12%. Automotive

operational revenue increased with 11%, outperforming the year-on-year trend of car

production volumes of +7% in our core markets.

Enterprise showed a modest year-on-year increase of 3% in revenue. Our Enterprise

business benefited from the strengthening of the U.S. Dollar.

The Consumer segment performed in line with our expectations, generating revenue of

€100 million in 2022, 11% lower compared with last year.

From a regional perspective, 59% of 2022 revenue was generated in Europe (2021: 58%),

26% in North America (2021: 27%) and 15% in the rest of the world (2021: 15%).

Gross profit

The gross margin for the year was 84%, an increase of 4 percentage points due to higher

proportion of high-margin Location Technology revenue compared with 2021. The gross

profit for the year was €450 million, 10% higher than in 2021.

Operating expenses

Total operating expenses (OPEX) for 2022 were €547 million compared with €500 million

in 2021. The 2022 operating expenses include €26 million restructuring expenses related

to the reorganization of our Maps organization as announced in June 2022. Excluding

these restructuring expenses, total operating expenses for 2022 would have been €521

million.

The increase compared with 2021 is mainly the result of increased investments in R&D

expenses relating to our application layer. Total R&D cash spend (R&D operating

expenses excluding depreciation and amortization plus capital expenditures and

capitalized contract costs) during the year showed a marked increase to €358 million

(2021: €327 million). R&D operating expenses increased by €11 million as the increase in

R&D cash spend is partially offset by lower amortization (2022: €33 million; 2021: €47

million).

Sales and Marketing expenses increased by €5 million, among others, due to a ramp up

of our sales activities to drive further growth.

General & Administrative expenses excluding the restructuring expenses, showed an

increase of €5 million year on year.

Net result

The total net result for the year was a loss of €103 million (2021: loss of €95 million).

Balance sheet

Total assets decreased by €83 million, from €891 million at the start of the year to €808

million at the end of December 2022. The decrease reflects further amortization of our

map database as well as a decrease in cash (including fixed-term deposits).

Deferred revenue of €439 million was relatively flat compared with the €441 million at the

end of last year. The movement reflects a decrease of deferred revenue in Enterprise and

Consumer offset by an increase in the deferred revenue position of Automotive.

Automotive deferred revenue is impacted by the aforementioned change in the way we

treat the performance obligations of map subscriptions, which resulted in less revenue

being deferred in the last two months of the year (refer to Accounting policy on License

revenue).

	FINANCIAL REVIEW

		WE ARE TOMTOM | PAGE 32

Cash flow

Total cash flows from operating activities in 2022 was an outflow of €31 million, a

decrease of €68 million compared with last year (inflow of €37 million in 2021). The year-

on-year decrease is the result of lower cash collection from customers and some

unfavorable movements in working capital at the end of 2022.

Total cash flow from investing activities in 2022 was an outflow of €31 million compared

with an outflow of €20 million in 2021. Excluding the movements of cash placed in fixed

term deposits, the cash flow used in investing activities decreased by €3 million year on

year to €10 million (2021: €13 million) mainly due to lower investments in property, plant

and equipment.

Free cash flow1 is an outflow of €42 million compared with an inflow of €24 million in

2021. Free cash flow1 excluding the cash out related to Maps reorganization as

announced in June 2022, was an outflow of €29 million.

Cash and liquidity

The cash flow from financing activities for the year was an outflow of €10 million

compared with an outflow of €44 million in 2021 which year included a €33 million

outflow relating to our share buyback program.

In 2022, 519 thousand options (2021: 893 thousand options) were exercised resulting in a

€4 million cash inflow for the year (2021: €5 million).

At year-end 2022, TomTom had no outstanding bank borrowings and reported a net

cash1 position of €304 million (2021: €356 million).

Outlook

In 2023, we expect group revenue growth to continue to between €540 million and €580

million. Location Technology revenue is expected to grow to between €455 million and

€485 million, with a strong increase in Automotive revenue offsetting a decline in our

Enterprise business. We envision our Enterprise business to show growth from Q4 2023

onward.

We expect to generate positive free cash flow1, 2 of between 0% and +5% of group

revenue, supported by growing revenues as we expect our investment levels, excluding

restructuring charges, to be roughly equal equal to 2022. Increased investments in our

application layer and sales activities is expected to offset decreases in other areas.

Our Automotive products have evolved into API-based updates and services in

combination with an initial onboard map, from a predominantly onboard offering including

updates. As a result of this change, the timing of IFRS revenue recognition for new map

subscription contracts changed from Q4 2022 onward. In the fourth quarter of 2022, the

impact on reported revenue was a positive effect of €9.6 million, and we expect the

positive impact on full-year 2023 revenue to be around €40 million.

The change in revenue recognition resulting from these products will also have an impact

on 2024 and 2025 revenue, though the 2025 impact is expected to be negligible. We

reiterate our mid-term Location Technology revenue ambition of €600 million in 2025, in

combination with a free cash flow generation target of 10% of group revenue.

The total number of employees in 2023 is expected to be comparable with the end of

2022.

1.Free cash flow (FCF) and net cash are non-GAAP measures and are further explained on page 137.

2.Free cash flow excludes restructuring charges related to the Maps realignment announced in June 2022.

	FINANCIAL REVIEW CONTINUED

		WE ARE TOMTOM | PAGE 33

Record order intake in Automotive

Location technology

•Automotive backlog increased to €2.4 billion (2021: €1.9 billion). The year-on-year

improvement of the backlog was the result of a strong order intake related to new deals

with among others Hyundai Motor Group and Stellantis.

•Location Technology generated revenue of €436 million in 2022, 11% increase year on

year.

•Automotive revenue was €260 million in 2022, 17% higher compared with last year.

Driven by an evolution of our products, revenue was positively impacted by a change in

the way we identify performance obligations of new map subscriptions and the related

timing of revenue recognition, resulting in an additional revenue of €9.6 million in 2022.

Excluding this impact, the year-on-year reported revenue growth for Automotive would

have been 12%.

•Automotive operational revenue in 2022 was €296 million compared with €266 million

in 2021, an increase of 11%.

•The deferred revenue position of Automotive increased to €407 million at the end of

2022 from €378 million at the end of 2021

•Enterprise revenue for the year was €176 million, 3% higher compared with 2021 mainly

due to strengthening of the U.S. Dollar.

•EBITDA and EBIT improved year on year reflecting higher revenue, partly offset by

continued investments in our product roadmap and sales and marketing activities.

(€ in millions, unless stated otherwise)		2022		2021		YoY change1
Automotive		260.0		223.1		17%
Enterprise		176.4		170.9		3%
Total revenue		436.4		394.0		11%
EBITDA2,3		-15.6		-32.6
EBITDA margin (%)		-4%		-8%
Operating result (EBIT)3		-71.2		-105.2
EBIT margin (%)		-16%		-27%

1Change percentages and totals calculated before rounding.

2D&A relates mainly to the map database.

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 €100 million in 2022, a 11% decrease year on year, in

line with our expectations given the declining PND market.

•EBITDA and EBIT decline year on year due to lower revenue.

(€ in millions, unless stated otherwise)		2022		2021		YoY change1
Consumer products		92.7		105.0		-12%
Automotive hardware		7.2		7.9		-9%
Total revenue		99.9		112.9		-11%
EBITDA2		7.4		18.7
EBITDA margin (%)		7%		17%
Operating result (EBIT)2		6.5		17.7
EBIT margin (%)		6%		16%

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.

	FINANCIAL REVIEW CONTINUED

		WE ARE TOMTOM | PAGE 34

2022 operational highlights

Automotive awards

Stellantis awarded us a new global deal to provide our maps,

navigation software, and connected services, such as real-

time traffic information, to STLA SmartCockpit, Stellantis’

next-generation digital cockpit platform, set to arrive in 2024.

Existing Stellantis platforms will continue to be powered by

TomTom’s navigation solutions.

We will support Hyundai Motor Group's entire vehicle lineup

in Europe with our maps and real-time traffic. Over the

coming years, millions of vehicles will come equipped with

this technology as standard, establishing a 100% take-rate.

Stellantis launched its Citroën C5 and Opel Astra, both

models showcasing TomTom's upgraded full-stack

connected navigation solution, including over-the-air updates

to provide fresh map information and accurate navigation.

The suite also features extensive information on EV charging

points and safety-enhancing ADAS Maps.

Enterprise awards

We deepened our long-standing partnership with PTV Group,

powering their new professional truck navigation app

through our Navigation SDK. Our product enables up-to-date

maps, custom truck routing and more in PTV Group’s app,

globally for the first time.

We have entered into a cooperation with the Dutch Ministry

of Infrastructure and Water Management and five other

companies so that drivers that rely on TomTom Traffic

Services will benefit from improved safety features.

New products

We introduced the TomTom Maps Platform, combining

TomTom’s own data with new ‘super’ sources such as

sensor-derived observations and open-source data. The

Platform will be able to produce maps that offer broader

geographical coverage, an extended set of supported data

types, and faster update cycles.

We launched our new Navigation SDK for Mobile, enabling

companies and developers to access our navigation

software. The modular SDK supports both Android and iOS

and combines all our location APIs with turn-by-turn

navigation to create a toolkit for developers.

We matured our Maps APIs portfolio, both expanding

existing functionality a well as launching three new APIs. Built

with fleet and logistics, ride-hailing, and food delivery

markets in mind, they enable the optimization of logistics

operations. The new APIs support use cases such as

complex dispatch for commercial fleets, dynamic multi-stop

routing, and post-drive analysis through route reconstruction.

Collaborations

Together with Amazon Web Services (AWS), Meta, and

Microsoft, we co-founded the Overture Maps Foundation.

The Overture Maps Foundation is a collaborative effort that

aims to develop interoperable open map data, which will be

leveraged by the TomTom Maps Platform to create maps

products that serve a broad range of commercial use cases,

including the most demanding applications.

We have teamed up with the MIH Consortium to build the

next generation of electric vehicle, autonomous driving, and

mobility service applications. TomTom is the first and only

global mapmaker and navigation supplier to join this

partnership, to which we will contribute our extensive

knowledge in digital cockpit and navigation user experience

for EV drivers.

TomTom and Webfleet Solutions combined forces to offer an

integrated mobile service for professional drivers and fleet

managers. Together, we will offer workforce management

features, best-in-class navigation for all vehicle types, up-to-

date maps with live traffic information, reliable ETAs, and

more.

We expanded our agreement with Maxar Technologies,

which will enable us to integrate high-resolution global

satellite imagery in our products and services. This provides

end-users and our Automotive and Enterprise software

platform customers with a photorealistic map.

Other news

For the first time, our Traffic Index 2022 gave insights in

congestion levels and its effect on emission in four European

capitals over 2021. TomTom data also demonstrated the

impact electric vehicles can have on lowering localized

carbon emissions and associated air pollution.

For more information

tomtom.com/company/press-releases/

	OPERATIONAL REVIEW

		WE ARE TOMTOM | PAGE 35

	GOVERNANCE
		Corporate governance	37
		Management Board	40
		Supervisory Board	43
		Supervisory Board report	47
		Remuneration report	52
		Risk management and control	65
		Investor relations	70
		Management Board statements	71

		TOMTOM NV | ANNUAL REPORT 2022 | PAGE 36

Committed to conducting an ethical,

transparent, and accountable business

At TomTom, we foster sound corporate governance.

Our governance framework is driven by five themes.

Culture

Our people and culture are fundamental 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

3,800 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

makes an impact. More information is provided in the Our

Impact chapter.

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. The developed

understanding of our stakeholders' interests, introduction of

relevant KPIs, and progress on adequate ESG reporting

practices, will further enable us to move toward a fully

integrated ESG strategy.

Compliance with laws and regulations

Our governance structure is predominantly based on our

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

the 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 How we create

value 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.

	CORPORATE GOVERNANCE

		GOVERNANCE | PAGE 37

COMPANY STRUCTURE

TomTom N.V. is a public limited liability company

incorporated under Dutch law and listed on Euronext

Amsterdam in the Netherlands.

TomTom has a two-tier board structure, 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 2022 is reflected in the table.

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

Substantial shareholdings and short positions

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

voting rights of a listed company (a substantial shareholding

or short position) must report this to the Netherlands

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

threshold is reached or exceeded.

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

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

registered with the AFM as of 31 December 2022:

Name	% issued capital or % 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%
Teslin Participaties Coöperatief U.A.	between 5% and 10%
BlackRock, Inc.	between 3% and 5%
TomTom N.V.	3%

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 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 has the following rights and powers:

•adopt the financial statements;

•approve amendments to the Articles of Association;

•appoint, suspend or dismiss members of the Management

Board and the Supervisory Board;

•discharge the Management Board and Supervisory Board

from responsibility for the performance of their respective

duties for the previous financial year;

•advise on the remuneration report of the Management

Board and the Supervisory Board;

•approve remuneration policy every 4 years and any

amendments to the remuneration policy of the

Management Board and the Supervisory Board;

•authorize the Management Board to repurchase or cancel

outstanding shares;

•authorize the Management Board to issue, or to grant

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

for general (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.

	CORPORATE GOVERNANCE CONTINUED

		GOVERNANCE | PAGE 38

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 demerger 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 two times 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.

Treasury shares

TomTom uses treasury shares to cover its commitments

arising from its long-term employee incentive plans. On

31 December 2022, the remaining number of treasury shares

outstanding was 3,974,381, equal to a capital interest of 3%

of TomTom N.V.

Preferred shares

Stichting Continuïteit TomTom (referred to as the

Foundation) was established in 2005, with a board

independent of TomTom. The purpose of the Foundation is

to safeguard the company’s and all of its stakeholders'

interests and to prevent situation or mitigate circumstances

that may threaten its continuity or identity.

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.

To date, no preferred shares have been issued.

2022 General Meetings

During 2022, two General Meetings were held.

The Annual General Meeting was held on 14 April 2022. The

key resolution passed by the Annual General Meeting was

the reappointment of Derk Haank as a member and Chair of

the Supervisory Board.

An Extraordinary General Meeting was held on 24 June

2022 for the purpose of appointing Marili 't Hooft-Bolle (with

immediate effect) and Gemma Postlethwaite (as per 1

October 2022) as new Supervisory Board members.

Capital Markets Day

On 2 November 2022, we hosted a Capital Markets Day for

our financial stakeholders. At the Capital Markets Day,

TomTom's management introduced the new TomTom Maps

Platform, provided commentary on market opportunities, and

delineated our mid-term ambitions. All information presented

at the Capital Markets Day has been made available on our

website.

For more information

Corporate Governance

TomTom Shareholder Meetings

Capital Markets Day

	CORPORATE GOVERNANCE CONTINUED

		GOVERNANCE | PAGE 39

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 62
	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 51
	Current positions
	Member of the Executive Master of Finance and Control Advisory Board, University of Amsterdam, and Member of the Chief Economist Roundtable, Ministry of Economic Affairs and Climate Policy
	Former positions
	Taco joined TomTom in 2005, holding various senior management positions in Group Control, Treasury and Investor Relations before his appointment as CFO in 2015. Prior to TomTom, Taco spent eight years with KPN, holding senior management roles in Finance and Investor Relations.
	Education
	Master’s degree in Business Economics, University of Groningen

	ALAIN DE TAEYE
	MANAGEMENT BOARD MEMBER
	Nationality Belgian
	Year of first appointment 2008
	Term of office 2020–2024
	Age 65
	Current positions
	None
	Former positions
	Alain founded Informatics and Management Consultants (I&M). In 1989, I&M was integrated into the Dutch Tele Atlas Group. From 1990, Alain headed Tele Atlas, which was acquired by TomTom in 2008. The same year, Alain became a member of TomTom’s Management Board. Alain also served as non-executive director of Cyient Limited.
	Education
	Graduated as engineer-architect, University of Ghent

	MANAGEMENT BOARD

		GOVERNANCE | PAGE 40

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 to 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

one woman in the Management Board. In 2023, we will introduce new company-wide and

senior management targets for our female representation to be achieved by 2025. However,

our current board composition allows the Management Board to execute the strategy

efficiently, supported by the extended management board (not deemed an executive

committee under the Code). 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

Impact chapter and on the TomTom website.

Responsibilities

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

guided by the company's interests and considers the interests of all stakeholders.

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;

•manage legal compliance and sustainability matters; and

•manage the environmental, social and governance matters relevant to the Company.

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.

	MANAGEMENT BOARD CONTINUED

		GOVERNANCE | PAGE 41

Committees

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

responsibilities.

Committees		Composition		Responsibilities
Senior Leadership Team1		Chief Technical Officer, Chief Product Officer, Chief Revenue Officer, Chief Marketing Officer and Chief HR Officer		Support the Management Board members with expertise and advice in executing the company's strategy and business priorities.
Technology, Risk & Compliance Forum		Chief Technical Officer, Chief Product Officer, and representatives from Product Units, Security & Safety, Engineering Departments and Shared Services		i) Establish and maintain 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; and
				ii) report on business-critical compliance matters.
Disclosure Committee		Representatives of Business Units, Legal, Group Control, Investor Relations and Corporate Communications		(i) Ensure compliance with the disclosure requirements under applicable laws and regulations;
				(ii) assist and inform the Management Board on the maintenance and evaluation of disclosure controls and procedures; and
				(iii) gather all relevant financial and non-financial information and assess materiality, timelines and necessity for disclosure of such information.

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

Chair 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 2022.

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

occurred in 2022 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 2022 is described in the Remuneration

Report and is subject to an advisory vote of the General Meeting in 2023.

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.

	MANAGEMENT BOARD CONTINUED

		GOVERNANCE | PAGE 42

Supervisory Board

The Supervisory Board supervises the

Management Board and TomTom’s

general affairs and supports the

Management Board by providing

advice. Our Supervisory Board consists

of five members:

	DERK HAANK
	CHAIR
	Nationality Dutch
	Date of first appointment 28 September 2018
	Term of office 2022–2026
	Age 69
	Current positions
	Chair of the Supervisory Board of Ebusco Holding NV and member of the Supervisory Board of Azerion Group NV
	Former positions
	CEO of Springer Science+Nature, CEO of Elsevier Science, Executive Board Member of Reed Elsevier PLC, Vice Chair of the Supervisory Board of KPN, and Non- Executive Board Member at Albelli
	Committees
	RemCo, SelCo (Chair)
	Expertise
	Business leadership, commercial, and transformation

	JACK DE KREIJ
	DEPUTY CHAIR
	Nationality Dutch
	Date of first appointment 1 January 2017
	Term of office 2021–2025
	Age 63
	Current positions
	Vice Chair of the SvB and Chair of the Audit Committee of Wolters Kluwer NV, SvB member and Chair of the Audit Committee of Boskalis, Advisory Board member of Metyis, Non-Exec Board member of Oranje Fonds, Board member of St. Preferente Aandelen Philips, and Chair of the Board of VEUO
	Former positions
	SvB member and Chair of the Audit Committee of Corbion NV, Vice Chair of the Exec Board and CFO of Royal Vopak NV, Senior Partner & Transaction services Territory Leader PwC, and formerly employed with the Dutch Ministry of Finance
	Committees
	AC (Chair)
	Expertise
	Finance, audit and risk management, governance and international business

	MICHAEL RHODIN
	SUPERVISORY BOARD MEMBER
	Nationality American
	Date of first appointment 24 April 2017
	Term of office 2021–2025
	Age 62
	Current positions
	Member of the Board of Directors of Open Digital Services (Santander), HZO, Inc., Symbotic, Inc. and Acoustic, Inc., and International Board of Advisors member of Santander Group
	Former positions
	Senior Vice President of IBM, Board of Directors member of Precisely Inc.
	Committees
	AC
	Expertise
	Technology, innovation, and transformation

	SUPERVISORY BOARD

		GOVERNANCE | PAGE 43

	MARILI 'T HOOFT-BOLLE
	SUPERVISORY BOARD MEMBER
	Nationality Dutch
	Date of first appointment 24 June 2022
	Term of office 2022–2027
	Age 49
	Current positions
	Managing Director InSided by Gainsight Board Member of the Prins Bernhard Nature Fund, and Chair of the Advisory Board of One Planet Crowd
	Former positions
	Supervisory Board member of Vonq, COO of WeTransfer, COO of Signal AI, and consultant at McKinsey & Company
	Committees
	RemCo (Chair), SelCo
	Expertise
	Technology, innovation, and transformation

	GEMMA POSTLETHWAITE
	SUPERVISORY BOARD MEMBER
	Nationality British
	Date of first appointment 1 October 2022
	Term of office 2022–2027
	Age 46
	Current position
	CEO of Arizent, Board Member of Gerson Lehrman Group, and member of the New York Board of the All Stars Project
	Former positions
	CEO of PIRA Energy Group, formerly employed by Thomson Reuters, Infogroup and Altegrity, and member of the Innovation Board of Wolters Kluwer NV
	Committees
	AC
	Expertise
	Business leadership, stakeholder management and transformation

	SUPERVISORY BOARD CONTINUED

		GOVERNANCE | PAGE 44

Composition and appointment

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

has appointed a Chair and a Deputy Chair from amongst its members.

Appointment date

AC

RemCo

SelCo

'22

'23

'24

'25

'26

'27

Derk Haank (Chair)

26 Sep 2018

2

Jack de Kreij (Deputy Chair)

1 Jan 2017

2

Michael Rhodin

24 Apr 2017

2

Marili 't Hooft-Bolle

24 Jun 2022

1

Gemma Postlethwaite

1 Oct 2022

1

Legend

Chair

Member

Term

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

Supervisory Board to make a binding nomination. The 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, members may be reappointed for a second term of four years. Additionally,

members may be appointed for two terms of two years each.

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

downloaded from our corporate governance website page.

On 24 June 2022, Marili 't Hooft-Bolle was appointed as member of the Supervisory Board.

On the same date, Gemma Postlethwaite was appointed effective as of 1 October 2022.

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.

The Supervisory Board deems its current position fit for purpose and compliant with the

below objectives. With the appointment of Marili 't Hooft-Bolle and Gemma Postlethwaite,

the composition of the Supervisory Board was 40% female and 60% male on 31 December

2022. Therefore, the Supervisory Board deems the current composition balanced and

compliant with the gender diversity target of at least one-third male and female

representation as laid down in the act to improve gender diversity in boards of Dutch

companies, which entered into force on 1 January 2022.

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 Chair 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

	SUPERVISORY BOARD CONTINUED

		GOVERNANCE | PAGE 45

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

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

preemptive rights. Reference in made to article 14 of our Articles of Association.

A description of the activities of the Supervisory Board in 2022 is given in the Supervisory

Board Report section.

Committees

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

Remuneration Committee (RemCo) and a Selection and Appointment Committee (SelCo).

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

of the members of the AC is an expert in financial reporting in accordance with criteria of the

Decree Establishing Audit Committee. A description of the activities performed by each of

the committees during 2022 is given in the Supervisory Board Report.

Audit Committee

The 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 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 Charter.

Remuneration Committee

The 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 Charter.

Conflicts of interest

Members of the Supervisory Board, excluding the Chair, must report any (potential) conflict

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

the Chair of the Supervisory Board, it must be reported to the Deputy Chair 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 2022.

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 2022 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 2023.

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

	SUPERVISORY BOARD CONTINUED

		GOVERNANCE | PAGE 46

Message from the Chair of our

Supervisory Board

	"Our primary responsibility as a Supervisory Board is to supervise, guide, and advise the Management Board as it implements its new Maps strategy. As a result, the Supervisory Board will ensure the use of a long- term business model that seeks to create value for all stakeholders."
	DERK HAANK
	Chair of the Supervisory Board

2022 was a year of macroeconomic uncertainties

and inflationary pressure impacting people and

businesses around the globe. While not immune to

these developments, TomTom’s results in 2022

showed resilience. Encouragingly, TomTom

introduced a new Maps Platform to the markets and

embarked on an innovative journey.

We fully support the Management Board's efforts to

implement its new Maps strategy, including the realignment

of its Maps organization. By increasing automation, investing

in cutting-edge technology, and collaborating with partners,

TomTom will continue to innovate its products for its

customers, creating new business opportunities and

advancing critical technology. We commended management

for handling the difficult and impactful – but necessary –

decision to realign the Maps organization to ensure our

future competitiveness.

Our Maps Platform will serve as a catalyst for faster

innovation and will support an ecosystem in which

businesses and users from all over the world may collaborate

to build the world's smartest map. Meanwhile, our SDKs and

APIs, which make it easier to consume the new maps, can

now power the most demanding apps. The Management

Board's ongoing efforts to improve products through

automation, online transition, and performance management

demonstrate their perseverance and caliber.

It is reassuring to see that the automotive industry's trust in

TomTom is stronger than ever, thanks to the landmark

partnership with Hyundai and the long-standing partnership

with Stellantis.

TomTom takes today’s increasing focus on ESG

(environment, social and governance) sustainability seriously.

We support the Management Board's identified key ESG

themes that will guide TomTom's responsible business

journey in the coming years to ensure that our growth

ambitions align with our ESG commitments.

The Supervisory Board is pleased with the appointments of

Marili 't Hooft-Bolle and Gemma Postlethwaite in 2022,

further strengthening the board's composition. Their

extensive experience in subscription-based services

platforms, and SaaS commerce are providing important and

valuable contributions to the Supervisory Board and

TomTom.

We express our gratitude to TomTom's shareholders and

customers for their continued trust in the company and its

management. Furthermore, we want to thank all

stakeholders, employees, and the Management Board for

their hard work and commitment to the company.

DERK HAANK

Chair of the Supervisory Board

	SUPERVISORY BOARD REPORT

		GOVERNANCE | PAGE 47

SUPERVISORY BOARD MEMBERS

TomTom’s Supervisory Board consists of five members.

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

All formal Supervisory Board meetings were held in-person in

Amsterdam, but allowed for hybrid attendance. 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

Supervisory Board also met regularly through conference

calls to discuss financial updates and recent developments

within the company. The Management Board members

attended all those meetings either in full or in part. The

physical Supervisory Board members accomplished a nearly

100% attendance rate.

	SB formal meetings1	SB update calls	AC	RemCo	SelCo
Derk Haank2	5/5	5/6	0/1	4/4	4/4
Jack de Kreij	5/5	6/6	5/5
Michael Rhodin	5/5	5/6	5/5
Marili 't Hooft- Bolle3	3/3	2/3		1/2	1/2
Gemma Postlethwaite4	2/2	1/1	2/2
Jacqueline Tammenoms Bakker5	2/2	1/1		2/2	2/2
Hala Zeine5	1/2	1/1	1/2

1Attendance is presented as the number of meetings attended out of the

number of meetings eligible to be attended.

2Derk Haank temporarily joined the Audit Committee replacing Hala Zeine

3First appointed on 24 June 2022.

4First appointed on 1 October 2022.

5Stepped down on 14 April 2022.

All members had adequate time available for their

Supervisory Board duties, as demonstrated by their

availability for ad hoc calls, prompt responses to emails,

diligent meeting preparation and active participation in

meeting discussions.

Meeting agendas were prepared through consultation with

the Chair, the Management Board and the Company

Secretary. In addition to regular meetings, the Supervisory

Board Chair 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, senior management

and employees, 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

implementation of the new TomTom Maps Platform,

Overture, the execution of the realignment of the Maps

organization and the ESG strategy, KPIs and targets, as well

as the impact of the macroeconomic circumstances 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 establishment of the commercial

organization was also a topic on which the Supervisory

Board was frequently updated.

The company’s financial results and cash flows were

presented and closely supervised throughout the year. The

impact of the macroeconomic developments and the

Management Board's assessment thereof played an

important role in this year's supervision. The level of

investment in the company's core technologies were

thoroughly assessed every quarter. The Supervisory Board

reviewed and approved the budget for 2023.

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.

The Supervisory Board reviewed the progress of the ESG

strategy, KPI and target setting, every quarter.

	SUPERVISORY BOARD REPORT CONTINUED

		GOVERNANCE | PAGE 48

Culture and engagement

To stay in touch with the TomTom culture, dynamics and

operational challenges, the Supervisory Board continued to

meet talent throughout the company. Quarterly sessions

were organized to facilitate a ‘meet and greet’ between the

members of the SelCo and selected talent to allow for a an

open and transparent dialogue on relevant matters.

The Supervisory Board and the Dutch Works Council held

four constructive and transparent 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. In anticipation of the expiration of the

second term of Jacqueline Tammenoms Bakker, and since

Hala Zeine was required to step down from the Supervisory

Board due to her role as Managing Director at Blackstone at

the AGM 2022, the Supervisory Board progressed with

proper succession planning. On 24 June 2022, Marili ‘t

Hooft-Bolle (effective immediately) and Gemma Postlethwaite

(effective as of 1 October 2022) were appointed as

Supervisory Board Members of TomTom.

Ample time was spent with the Management Board on the

yearly talent review of senior management within TomTom,

including succession planning.

Corporate responsibility

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

Corporate Responsibility program, including the company's

efforts in organizing and setting its ESG strategy and

commitments. More information can be found in the Our

Impact chapter.

REMUNERATION

The remuneration of the members of the Supervisory Board,

the additional remuneration of the Chair and the members of

its committees, is determined by the General Meeting, last

amended in 2020. For more information, see the

Remuneration Report.

EVALUATION

The Supervisory Board and its committees engaged with a

third-party advisor to assess its function, the functioning of its

individual members, committees and the functioning of the

Management Board and its members.

In preparation for these discussions, the members of the

Supervisory Board and Management Board provided

feedback through interviews performed by an external

adviser resulting in an evaluation report. This report has

been discussed by the full Supervisory Board, without the

presence of the Management Board, during a meeting

hosted by the external adviser. The outcome and

improvement points determined during this evaluation

session, were shared with the Management Board.

Topics which were discussed were each members’ role

perception, the composition, gender diversity and expertise

of the Supervisory Board, its effectiveness, its dynamics with

the Management Board and succession planning. The

succession planning of the Management Board, (perceived)

conflict of interest events and stakeholder management

were also topics being addressed and discussed in the

evaluation session.

The outcome was discussed among the Supervisory Board

members in an evaluation session. It was determined that the

Supervisory Board operates efficiently and performs well,

and the committees' duties are carried out diligently and

effectively. The Supervisory Board is being informed

properly, timely and transparently by the Management Board,

and the boards dynamics are considered balanced,

constructive and open. The Supervisory Board appreciated

the time spent on technology developments, the commercial

strategy, and the in-depth sessions on products and

engineering. The Supervisory Board will continue its

approach in 2023.

In principle, the Supervisory Board engages with a third party

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

2025. The Management Board evaluates its own functioning

annually. The CEO shares the outcome hereof with the Chair

of the Supervisory Board.

AUDIT COMMITTEE

Meetings and attendance

The AC met each quarter throughout 2022. Four meetings

were held prior to the publication of the quarterly financial

results. The AC further held one additional formal meeting in

relation to the audit tender process.

The meetings had an overall attendance rate of 87%. 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, when 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 company.

Other heads of departments (e.g., Business Finance,

Financial Shared Service Center, Investor Relations, IT, Legal

and Compliance, Group Control, Sustainability, Privacy and

Security, Tax, and Treasury) were invited when the AC

deemed it necessary and appropriate.

Financial oversight

The AC 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. The AC also lead the

audit tender process on behalf of the Supervisory Board.

	SUPERVISORY BOARD REPORT CONTINUED

		GOVERNANCE | PAGE 49

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

geopolitical issues. Other areas of attention were significant

estimates, the global tax position and the status of legal

claims and proceedings.

Non-financial oversight

During 2022, the outcome of the ESG materiality assessment

has been discussed with the AC during an in-depth session.

The AC also assessed the company's ESG reporting and

verified the accuracy and reliability of our ESG disclosures.

Next, the AC reviewed our roadmap in relation to CSRD

reporting and the steps we will take over 2023 and 2024.

The AC also discussed topics related to cybersecurity (and

the ISO27001 certification), TomTom’s third-party cloud

platforms and new financial system implementations.

Monitoring of internal controls

During all quarterly meetings, the AC was updated on the

company’s management reporting, the maintenance and

effectiveness of the system of internal controls, and risk

management relating to strategic, financial, operational,

commercial, tax, control and compliance matters. The

company monitors its internal controls 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 Compliance

Management Framework.

Effectiveness review

The effectiveness of the AC was reviewed as part of the

2022 overall evaluation of the Supervisory Board which

confirmed that the AC continues to function in line with the

applicable requirements. During 2022, 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, cyber security and data

privacy, important IT projects as well as the geographical

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

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

In consultation with senior management, the IA selects the

areas of the business to be audited during the year.

Members of the AC and the Management Board may at any

time request the IA or a special consulting service firm to

carry out an internal audit. A timely follow-up on the

recommendations made by the IA were observed by the AC.

The Head of Internal Audit reported to the AC each quarter.

External auditor

The AC approved the external audit plan, including the

scope, approach, key audit matters and materiality applied.

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 to address the

recommendations and observations made by the external

auditor. The AC confirms that the discussions related to the

2022 financial year contained no significant items that

should be mentioned in this report.

EY was reappointed as the external auditor by the Annual

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

and including the financial year 2023. The performance of

the external auditor over 2022 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.

In May 2022, the AC started the selection process in

connection with the mandatory external audit firm rotation.

Our current external auditor, EY, is only required to rotate off

after 2024. However, as the three-year term with our current

external auditor ends in 2023, we have decided to rotate

after 2023. The AC considers it prudent to start the selection

process early to ensure we select a high-quality audit team.

A Selection Committee was established, consisting of the

members of the AC, the CFO and the Head of Corporate

Accounting and Internal Audit. The Selection Committee met

multiple times in 2022. At the AGM in April 2023, we will

submit a proposal to appoint a new external auditor for the

2024 reporting year.

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)	2022	% of total	2021	% of total
Audit – group	515	78%	500	89%
Audit – other entities	62	9%	61	11%
Limited assurance – ESG	80	12%	0	0%
Total fees	657		561

	SUPERVISORY BOARD REPORT CONTINUED

		GOVERNANCE | PAGE 50

SELECTION AND APPOINTMENT COMMITTEE

Meetings and attendance

The SelCo met four times throughout 2022, with an overall

attendance rate of 87.5%. 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, policies,

performance management, employee engagement surveys

on culture, and compensation and benefits. These initiatives

underpin the company’s attention to talent management; to

attracting, retaining and developing talent at TomTom.

The SelCo focused on the company’s progress in its

succession planning for key positions within the company.

On a quarterly basis, the committee was updated on the

recruitment status of vacant key positions.

Succession planning

Since Jacqueline Tammenoms Bakker and Hala Zeine

stepped down as per the AGM 2022, the SelCo started the

search for two new Supervisory Board member, while

observing the Supervisory Board profile. This resulted in the

nomination of and subsequent appointment of Marili 't Hooft-

Bolle and Gemma Postlethwaite on 24 June 2022.

Culture and engagement

The SelCo spent ample time on the outcome of the two Glint

surveys conducted in 2022 on the company culture and

employee engagement. The SelCo met frequently with works

councils and employees and enabled an open and

transparent dialogue.

Environmental, Social and Governance

The SelCo considered the ESG aspects relevant for the

company, including, but not limited to, the required training

and education, required skill sets of board members, and

diversity and inclusion.

REMUNERATION COMMITTEE

Meetings and attendance

The RemCo met four times in the course of 2022, with an

overall attendance rate of 87,5%. 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 2022, the RemCo proposed, and the

Supervisory Board approved, in addition to the financial

performance metrics used in previous year (Location

Technology revenue and free cash flow weighted at 40%

each) to add a non-financial metric (employee engagement

score weighted at 20%) to the 2022 short-term incentive

(STI) plan. The RemCo regularly reviewed the Management

Board members’ progress against those metrics. The RemCo

also proposed the allocation of RSUs in April 2022, which

subsequently was approved by the Supervisory Board.

The deliberations underlying the decisions made regarding

the Short-Term Incentives and the Long-Term Incentives are

described in the Remuneration Report.

Stakeholder engagement

At the Annual General Meeting in April 2022, a positive

advisory vote was cast for the 2021 Remuneration Report.

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 2022. The response

to this feedback is included in the Remuneration Report.

2022 Remuneration Report

For a full outline of the Remuneration Policy, its application in

2022 and outlook for 2023, reference is made to the 2022

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 2022

TomTom’s annual financial statements for 2022, 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

2022 of TomTom N.V. meet all requirements for correctness

and transparency. The Supervisory Board has approved the

financial statements for 2022. All members of the

Supervisory Board and members of the Management Board

have signed the financial statements for 2022 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 2022, and requests that

the General Meeting discharges the Management Board

members’ responsibility for the conduct of business in 2022

and the Supervisory Board members’ supervision in 2022.

The Annual Report for 2022 is available at the company’s

offices on request and on the company’s website.

The Supervisory Board would like to thank TomTom’s

stakeholders 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, 3 February 2023

The Supervisory Board

DERK HAANK

JACK DE KREIJ

MICHAEL RHODIN

MARILI 'T HOOFT-BOLLE

GEMMA POSTLETHWAITE

	SUPERVISORY BOARD REPORT CONTINUED

		GOVERNANCE | PAGE 51

Letter from the RemCo Chair

Dear Stakeholder,

On behalf of the Remuneration Committee, I am pleased to present the 2022

Remuneration Report. The report provides a detailed explanation of

TomTom’s Management and Supervisory Board’s remuneration policies

alongside with an overview of how they were implemented in 2022.

I was honored to take over the chair from Jacqueline Tammenoms Bakker after my

appointment on 24 June 2022. It is a great opportunity to join TomTom at such a pivotal

moment in its history. I am excited to contribute my experience as well my personal

perspectives to the suite of valuable opinions in TomTom’s Remuneration Committee. I

am looking forward to further assessing our current methods against the market and

aligning the organizational purpose with the voices of our stakeholders.

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

remuneration that is supportive of TomTom's strategic objectives, operational and

financial results, and the creation of long-term value for all stakeholders. It is designed to

attract and retain senior talent, as well as to provide fair, competitive, and responsible

remuneration in a straightforward and transparent manner.

The Policy reflects the following principles:

•Alignment with, and incentivizing 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 society needs; and

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

enhanced transparency.

2022 context and performance

Despite that macroeconomic uncertainties and inflationary pressures have an impact on

global car production as well as our cost levels, we are proud to see that TomTom

showed resilience in 2022.

The competition for talent and candidates' financial expectations continued to put

substantial pressure on pay. In order to drive TomTom's new strategic direction, we made

significant investments in new and existing leadership roles to ensure delivery of future

value. This resulted in an exceptionally high number of new executives joining TomTom in

2022.

ESG commitments

We conduct business responsibly. We continued to deliver on key commitments related

to Environmental, Social, and Governance (ESG) programs in 2022. We are pleased to

announce that, as a result of our ongoing engagement with our stakeholders, as well as

the Company's long-standing belief in the importance of an ESG framework, the

Supervisory Board, after discussions with the Management Board, decided to add an

ESG-related performance criteria to the Management Board's Short-Term Incentive

program in 2022. This addition, we believe, is a demonstrable reflection of TomTom's

ambitions to link financial results with our societal responsibility.

Future outlook

In 2022, we propose no changes to the Remuneration Policies. However, we would like

to point out that the Management Board's variable pay level is below the benchmark.

Additionally, we continue to see the growing importance of our LTI program in attracting

and retaining new technology talent at levels below Management Board. As a result, the

disparity in variable pay levels between the Management Board and senior leadership

continues to narrow year over year. The Remuneration Committee observes that total

compensation, including LTI targets, is lower than our desired market position and

therefore deviates from the current Remuneration Policy. While we will make no changes

or adjustments this year, we will conduct a market benchmark to reassess the gaps next

year, thereby acknowledging changes may be inevitable in the coming years.

Following the foregoing considerations, we reiterate our firm belief that our LTI element in

the form of RSUs allows the Management Board to focus on the company's strategic

objectives and long-term value creation, and thus ensures the best alignment of the

Management Board's remuneration with the long-term interests of stakeholders.

I am looking forward to share my insights and perspectives around TomTom’s 2022

Remuneration Report and the applicability outcome at the AGM in 2023.

On behalf of the Remuneration Committee,

MARILI 'T HOOFT-BOLLE

Chair of the Remuneration Committee

	REMUNERATION REPORT

		GOVERNANCE | PAGE 52

Continually enhancing the

transparency of our remuneration

REMUNERATION AT A GLANCE

	FIXED PAY AND BENEFITS
		Attracts, engages, and retains Board Members to deliver on TomTom's strategic objectives
		Base salary*
		€521		€429		€434
		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
		Contributes to TomTom's short-term financial and non-financial performance objectives
		Target % of base salary
		80%		64%		64%
		CEO		CFO		Board Member
		Maximum % of base salary
		120%		96%		96%
		CEO		CFO		Board Member
		2022 bonus results
		117%		117%		117%
		CEO		CFO		Board Member
		2022 bonus as a % of base salary
		93%		75%		75%
		CEO		CFO		Board Member
		2022 bonus amount*
		€487		€320		€325
		CEO		CFO		Board Member
		Targets
		Location Technology Revenue (40%) Free cash flow (40%) Employee Engagement Score (20%)

* € in thousands

	LONG-TERM INCENTIVE PLAN
		Aligns Board Members' objectives with TomTom's long-term growth strategy and stakeholders' interests
		Target % of base salary
		140%		100%		100%
		CEO		CFO		Board Member
		Grant 2022 RSU value at grant date*
		€730		€429		€434
		CEO		CFO		Board Member
		RSUs were introduced in 2019. No grant of stock options to Management Board since 2018
		RSUs are subject to a three-year vesting period and a two-year holding period. Vesting is conditional upon employment only
		Actual grant levels do not deviate from target unless underpin conditions are not met
		Shareholding
		Target levels, % of base salary at 31 December 2022
		3x		2x		2x
		CEO		CFO		Board Member
		Number of times base salary at 31 December 2022
		192x		0.4x		5x
		CEO		CFO		Board Member

* € in thousands. Value of the 2022 grant is equal to the number of RSUs

granted in 2022 x share price at grant date.

	REMUNERATION REPORT CONTINUED

		GOVERNANCE | PAGE 53

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

company by considering the consistency in the approach to setting remuneration

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

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

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

feedback is shared with the 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	2018		2019		2020		2021		2022
CEO	28.9		27.1		20.1		22.7		23.3
Management Board	22.8		22.2		17.0		19.0		19.3

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 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.

Even though the Management Board bonus payout, as an absolute number, is higher than

the average bonus payout for employees in 2022, the pay ratio only slightly increased.

This is mainly the result of the substantial pressure on employee compensation packages.

The Supervisory Board considers TomTom's pay ratio to be at a low end. The current

level is acceptable, but is requiring continuous attention.

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 2022, 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.

	REMUNERATION REPORT CONTINUED

		GOVERNANCE | PAGE 54

TomTom Executives and potential hires

To realize our strategic objectives, TomTom hired more executives than previous years in

2022. During unprecedented market circumstances, we witnessed the competition for

talent and candidate's financial expectations growing exponentially. We experienced a

market trend whereby the Long-Term Incentive became more and more a significant part

of senior management remuneration packages. In addition, we also have targeted tech

talent from other major tech companies, renowned for offering large Long-Term Incentive

packages. In order to attract and retain the talent we need to execute the company's

strategy, TomTom increased its investment in RSU allocation for the levels below the

Management Board for the third year in a row.

Consequently, while an average RSU grant value per average TomTom executive tripled

since 2019, the average grant value for Management Board has remained at the same

level. 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

continued vigilance.

The development of average RSU grant value1 (based on share price at grant date) of

TomTom executives (~60 employees) and Management Board

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

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.

	REMUNERATION REPORT CONTINUED

		GOVERNANCE | PAGE 55

OVERVIEW OF REMUNERATION

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

application in 2022 and the outcome of variable pay targets. The table below is an

overview of the actual remuneration of the Management Board in 2022:

				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		2022		521		1		—		9		487		677		1,695		31% / 69%
		2021		503		1		—		9		191		661		1,365		38% / 62%
Taco Titulaer		2022		429		2		86		9		320		398		1,244		42% / 58%
		2021		414		2		84		9		126		383		1,018		50% / 50%
Alain De Taeye		2022		434		22		87		9		325		403		1,280		43% / 57%
		2021		419		22		84		9		128		393		1,055		51% / 49%

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 total pension contribution slightly exceeded 20% of his base salary in 2021

due to a change in his employer contribution percentage based on age brackets.

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 N.V. and not allocated to any of its subsidiaries.

BASE SALARY

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

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

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

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

considered to ensure alignment throughout the company.

The Supervisory Board considers the appropriateness of any changes based on the

market environment. Unless otherwise determined by the Supervisory Board, base salary

levels are increased annually in line with the expected average annual increase in the

fixed salary of the employees of the company based in the Netherlands.

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 €114,866 in 2022. 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 2022, the Management Board members’ salaries were assessed against the

adjustments for other employees and were adjusted by 3.66% 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 of gross pension allowance and contributions to the company pension plan.

Alain De Taeye receives a gross pension allowance. Reference is made to the overview of

actual remuneration for pension amounts paid in 2022.

	REMUNERATION REPORT CONTINUED

		GOVERNANCE | PAGE 56

SHORT-TERM INCENTIVE

Management Board members participate in the short-term, annual incentive plan. 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, non-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, all in accordance with

the Management Board remuneration policy.

The performance criteria provide the framework for employee incentive schemes which

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

Once targets are set, they do not change during the year. Performance is reviewed 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 2022, in addition to the financial performance criteria used in previous years, the

Supervisory Board decided to add a non-financial metric to the 2022 short- term incentive

plan.

The financial performance criteria for the 2022 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. This metric reflects the emphasis on the

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

key investments.

The non-financial performance criteria is driven by the average results of TomTom's

Employee Engagement Score (EES), which is measured twice per year in April and

October. The EES is also a material ESG theme as described in the Our Impact chapter.

In 2022, the performance targets, levels and relative weighting were set with a standard

deviation:

Performance metric		Weighting		Minimum performance (0%)		Target 2022 (100%)		Maximum performance (150%)		Actual achievement
Location Technology revenue		40%		€380 million		€400 million		€420 million		144%
Free cash flow1		40%		(€35 million)		(€25 million)		(€15 million)		100%
Employee Engagement Score		20%		72		75		78		100%

1.Free cash flow is cash from operating activities minus capital expenditures.

Location Technology revenue in 2022 was €436 million, which was above the upper

boundary, however we adjusted it for exceptional items such as the the impact of change

in the way we identify performance obligations of subscription-based map revenue,

resulting in a 144% achievement.

Our free cash flow, adjusted for among others, exceptional working capital movements

and the realignment of our Maps organization as communicated in June 2022, was equal

to the target of -€25 million resulting in 100% achievement.

The employee engagement score is the average of the survey held in March and

November of respectively 77 and 73, resulting in a score of 75 which is equal to the target

resulting in 100% achievement.

The weighted achievement on the three performance metrics result in respectively 93%

award as % of base salary for the CEO and 75% 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 2022
Harold Goddijn		521		80%		117%		487 (93%)
Taco Titulaer		429		64%		117%		320 (75%)
Alain De Taeye		434		64%		117%		325 (75%)

	REMUNERATION REPORT CONTINUED

		GOVERNANCE | PAGE 57

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, RSUs 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 2022:

	Base salary (€ in thousands)		Target % of gross annual salary		Value in (€) at grant date1		Number of RSU granted
Harold Goddijn	521	X	140%	/	7.73	=	94,393
Taco Titulaer	429	X	100%	/	7.73	=	55,456
Alain De Taeye	434	X	100%	/	7.73	=	56,186

1The number of RSUs granted is determined on the basis of the average of the closing prices of TomTom N.V.

shares in the 60 days preceding the grant date.

When considering the RSU allocation in April 2022, 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, whether there was any

factor in the performance of the company that would threaten the long-term value

creation, whether the long-term strategy developed in line with expectations, and looked

at the correlation between the rewards of MB and the rest of the company. 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 and the execution of the long-term

strategy. 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

2022 RSU grant, and after due consideration and evaluation the Supervisory Board

approved this proposal.

	REMUNERATION REPORT CONTINUED

		GOVERNANCE | PAGE 58

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		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		—		87,630		568,281
	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		—		—
	RSU 2022		15-Apr-22		15-Apr-25		15-Apr-27		—		94,393		—		94,393		—		—
Taco Titulaer	RSU 2019		3-May-19		3-May-22		3-May-24		51,480		—		51,480		—		26,622		172,644
	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		—		—
	RSU 2022		15-Apr-22		15-Apr-25		15-Apr-27		—		55,456		—		55,456		—		—
Alain De Taeye	RSU 2019		3-May-19		3-May-22		3-May-24		52,160		—		52,160		—		22,768		147,650
	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		—		—
	RSU 2022		15-Apr-22		15-Apr-25		15-Apr-27		—		56,186		—		56,186		—		—
									566,790		206,035		191,270		581,555		137,020		888,575

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 2022 of €6.49 multiplied by the number of vested outstanding units.

DETAILS OF THE STOCK OPTIONS OF THE MANAGEMENT BOARD

	Main plan conditions										Information regarding the reported financial year
	Plan		Grant date1		Vesting date		Expiry date		Exercise price (€)		Opening		Movement during the year						Closing
											At beginning of the year		Expired		Vested		Exercised		At end of the year		Outstanding and vested		Market value of award at year-end (€)2
Harold Goddijn	Option 2015		7-May-15		7-May-18		7-May-22		7.83		210,000		210,000		—		—		—		—		—
	Option 2016		10-May-16		10-May-19		10-May-23		7.58		112,500		—		—		—		112,500		112,500		—
	Option 2017		10-May-17		10-May-20		10-May-24		9.57		165,000		—		—		—		165,000		165,000		—
	Option 2018		2-May-18		2-May-21		2-May-25		8.13		201,500		—		—		—		201,500		201,500		—
Taco Titulaer	Option 2015		7-May-15		7-May-18		7-May-22		7.83		39,200		—		—		39,200		—		—		—
	Option 2016		10-May-16		10-May-19		10-May-23		7.58		48,500		—		—		—		48,500		48,500		—
	Option 2017		10-May-17		10-May-20		10-May-24		9.57		85,000		—		—		—		85,000		85,000		—
	Option 2018		2-May-18		2-May-21		2-May-25		8.13		102,800		—		—		—		102,800		102,800		—
Alain De Taeye	Option 2015		7-May-15		7-May-18		7-May-22		7.83		110,000		35,000		—		75,000		—		—		—
	Option 2016		10-May-16		10-May-19		10-May-23		7.58		56,500		—		—		—		56,500		56,500		—
	Option 2017		10-May-17		10-May-20		10-May-24		9.57		100,000		—		—		—		100,000		100,000		—
	Option 2018		2-May-18		2-May-21		2-May-25		8.13		120,000		—		—		—		120,000		120,000		—
											1,351,000		245,000		—		114,200		991,800		991,800

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 2022 of €6.49, less the strike price to be paid, multiplied by the number of vested outstanding options that are in-the-money. All options that

have a strike price higher than the year-end share price are considered to be out-of-the-money on 31 December 2022 and are assumed to have no market value.

	REMUNERATION REPORT CONTINUED

		GOVERNANCE | PAGE 59

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	15,411,239	99,942	521	192x
Taco Titulaer1	2x base salary	26,622	173	429	0.4x
Alain De Taeye	2x base salary	334,504	2,169	434	5x

1Taco Titulaer started building his share ownership position upon the first RSUs vesting in 2022.

Target compensation mix

The Remuneration Committee believes that the target compensation mix of Management

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

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

represented as percentage of the total potential compensation package designed to

reward based on company performance.1

1.Excluding lease car allowance.

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 2023.

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 8.34%.

No changes are anticipated for the 2023 short-term incentive scheme and the 2023

Long-Term Incentive scheme.

FOR MORE INFORMATION

Management Board Remuneration

	REMUNERATION REPORT CONTINUED

		GOVERNANCE | PAGE 60

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, expressed in absolutes and the delta in percentages compared with the

immediate preceding year:

Management Board remuneration1
€ in thousands and as a % compared to previous year	2018	2019	2020	2021	2022
Harold Goddijn	1,579	1,551	1,151	1,356	1,686
YoY	14%	-2%	-26%	18%	24%
Taco Titulaer	975	1,095	852	1,009	1,234
YoY	24%	12%	-22%	18%	22%
Alain De Taeye	1,183	1,172	907	1,046	1,270
YoY	14%	-1%	-23%	15%	22%
Total	3,736	3,819	2,910	3,411	4,190
YoY	16%	2%	-24%	17%	23%
Average remuneration1 per FTE
€ in thousands and as a % compared to previous year	2018	2019	2020	2021	2022
Global employees	55	57	57	60	72
YoY	-2%	5%	—%	5%	21%
Company performance measures
€ in millions and as a % compared to previous year, unless stated otherwise	2018	2019	2020	2021	2022
Location Technology revenue	372	426	392	394	436
YoY	12%	14%	-8%	—%	11%
Free cash flow2	145	70	-26	24	-29
YoY	112%	-52%	-138%	192%	-224%
Share price (€)3	7.90	9.42	8.44	9.11	6.49
YoY	-19%	19%	-10%	8%	-29%

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, for 2022 the cash related to our Maps restructuring is excluded.

3Share price as of 31 December.

In the period 2018 – 2019, the company performance showed an overall positive trend.

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

semiconductor shortages, especially impacting 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 2022, the Management Board remuneration increased as a result of a higher bonus

payout as further explained in the Short-Term Incentives section. The average

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

remuneration as well as a higher bonus pay-out over 2022.

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.

	REMUNERATION REPORT CONTINUED

		GOVERNANCE | PAGE 61

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. Therefore, the Supervisory Board fees will be reassessed

with the peer group benchmark in 2023. Payment of the remuneration is done in Euro.

Currency conversion risks are for the account of the member of the Supervisory Board.

The rates of compensation for 2022 are as follows:

(€)	Chair	Member
Supervisory Board	50,000	40,000
Audit Committee	10,000	7,000
Remuneration Committee	7,000	4,000
Selection and Appointment Committee	7,000	4,000
Intercontinental travel allowance		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 2023.

APPLICATION AND OUTCOME

The following table provides an overview of the actual remuneration of the Supervisory

Board in 2022 and prior years:

(€)		2022		2021		2020		2019		2018
Derk Haank1		64,370		61,000		64,733		56,000		13,000
Jack de Kreij2		50,767		50,000		50,000		50,000		50,000
Michael Rhodin3 4		53,767		53,000		50,602		62,000		47,649
Marili 't Hooft-Bolle5		26,492		—		—		—		—
Gemma Postlethwaite4 6		11,750		—		—		—		—
Jacqueline Tammenoms Bakker7		14,733		51,000		51,000		51,000		51,000
Hala Zeine7		13,578		47,000		10,183		—		—
Karien van Gennip8		1,333		8,000		—		—		—
Previous members		—		—		12,664		74,000		108,450
Total		236,790		270,000		239,182		293,000		270,099

1Derk Haank temporarily joined the Audit Committee replacing Hala Zeine, increasing his remuneration.

2Jack de Kreij temporarily joined the RemCo replacing Jacqueline Tammenoms Bakker, increasing his

remuneration.

3Michael Rhodin temporarily joined the SelCo replacing Jacqueline Tammenoms Bakker, increasing his

remuneration.

4Michael Rhodin and Gemma Postlethwaite are eligible for intercontinental travel allowance.

5First appointed on 24 June 2022.

6First appointed on 1 October 2022.

7Stepped down as per 14 April 2022.

8Stepped down as per 10 January 2022.

FOR MORE INFORMATION

Supervisory Board Remuneration

	REMUNERATION REPORT CONTINUED

		GOVERNANCE | PAGE 62

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 2022, the Remuneration Committee continued its engagement with representatives of

several stakeholders (VEB, Eumedion) and proxy advisors (ISS) to facilitate a transparent

and constructive dialogue on Management Board remuneration. The Remuneration

Committee and the Supervisory Board highly appreciates these constructive and

transparent dialogues.

In relation to the Remuneration Report, the recommendation were:

i) whether a non-financial performance criteria would be added to TomTom's STI

(Eumedion, VEB); and

ii) explain whether TomTom intends to change the Management Board Remuneration

Policy or its application in 2023 since the total compensation including LTI is below

median compared to the peer group benchmark and a new strategy was announced

(Eumedion, VEB).

As regards i), a non-financial metric was added to the STI in the form the Employee

Engagement Score.

As regards 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. In 2023, an external peer group benchmark, based on relevance and

appropriateness within the industry, will be conducted for both the Management Board

and the Supervisory Board. Even though no changes to – the application of – the

Remuneration Policy are proposed for 2023, 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 has made

further disclosures on underpin performance considerations when assessing the LTI

grant. The Supervisory Board considers that the current broad formulation of the

performance underpin gives it the necessary scope to not award LTI grant if this should

be inappropriate. No change is therefore foreseen.

All three stakeholders also asked whether the newly announced Maps strategy allows the

identification of performance conditions in the near future. The Remuneration Committee

will consider all potential developments and any amendment to the current policy will take

into account all relevant business and market circumstances, including the new strategy.

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.

	REMUNERATION REPORT CONTINUED

		GOVERNANCE | PAGE 63

		AGM 2022 Voting		AGM 2021 Voting		AGM 2020 Voting		AGM 2020 Voting
		Remuneration in the financial year 2021		Remuneration in the financial year 2020		Adjustment of the Remuneration Policy for the Management Board		Adjustment of the Remuneration Policy for the Supervisory Board
	Votes	93,743,212		86,245,711		87,756,952		87,745,938

	For
	Against

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 2022 AGM, approximately 93% votes cast in favor for our 2021

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

2022.

Change of control

In case of a change of control, the Supervisory Board may determine that any Long-Term

Incentives, granted to a Management Board member, shall be (deemed to be) vested, and

exercisable if applicable, immediately prior to and conditional upon such change of

control, or during such period after the change of control as the Supervisory Board may

specify. Failing exercise in such change of control event, previously granted stock options

will lapse.

Severance compensation

In the event that a Management Board member’s employment is terminated by, or on the

initiative of, the company, the Management Board member is entitled to a severance

payment limited to 50% of one year’s base salary, unless a higher statutory severance

compensation applies.

These terms will not apply if the Management Board member’s employment is terminated

for any reason as set out in articles 7:677 (1) and 7:678 of the DCC. In such situations, the

Management Board member will not be entitled to any severance compensation. A

member of the Management Board will not be entitled to severance compensation if

employment is terminated by themselves, or on their own initiative.

	REMUNERATION REPORT CONTINUED

		GOVERNANCE | PAGE 64

Creating value through sound risk

management and internal control

Our success as a company depends on our ability to develop and market the right

products and services and to 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 assess opportunities and risks as early as possible and to take appropriate

measures in order to seize opportunities and limit business losses. The aim is to manage

risks that pose a threat to TomTom’s future and to strengthen our ability to create

sustainable long-term value.

ESTABLISH 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 all other

risks that can impact our business like operational, people, legal and compliance, financial

and ESG 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;

•An ESG Committee that initiates, drives and coordinates our ESG strategy development,

policy setting, disclosures and planning of programs and activities in relation to our

commitments;

•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; and

•Strong tax compliance and correct local filings enabled by TomTom’s centralized

organization further supported by local advisors. Our tax controls, tax risk management,

tax accounting and compliance is further supported by high levels of automation and

strong IT tooling.

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. Semi-annually in-control statements are submitted and signed of by senior

management and discussed with the Management Board. 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.

	RISK MANAGEMENT AND CONTROL

		GOVERNANCE | PAGE 65

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. Our risk assessment is done by estimating the total impact

of an event given that it occurred, with a 90% confidence interval. The likelihood of a risk

occurring is also disclosed. The risk impact shown 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 value streams of

our core technologies whereby critical developments are monitored continuously over the

year. This process is facilitated by our Product Office. The operational, financial, legal and

ESG 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.

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.

Category	Risk	Impact	Likelihood	Trend	Appetite
Strategic	Failure to transition to our new mapmaking platform	M	L		M
	Failure to grow our Location Technology business	H	M		H
	Reputation damage	M	M		L
Operational	Inability to attract, develop and retain the right talent	M	M		M
	Service availability issues	H	L		L
	Supply chain disruption	M	M		M
Legal and compliance	Information security risk	H	M		L
	Customer privacy and changing regulatory requirements	H	L		L
	Intellectual property claims	M	L		L
Financial	Further adverse changes in macroeconomic conditions	M	H		L
Legend
H	High		New risk
M	Medium		Unchanged risk
L	Low		Increased risk
			Decreased risk

	RISK MANAGEMENT AND CONTROL CONTINUED

		GOVERNANCE | PAGE 66

Risk		Trend	Description			Opportunity/Response
STRATEGIC
Failure to transition to our new mapmaking platform			Map content needs to be constantly updated and enhanced for changes in the environment to meet the needs of our existing and future customer base. If we are unable to develop our new TomTom Maps Platform at sufficient quality, costs, coverage and cycle times and to automate our map creation, maintenance and delivery platforms, our map-based business may be materially adversely affected.			The new TomTom Maps Platform greatly improves our mapmaking process and unlocks new markets and customers to TomTom at a reduced cost. We have invested significantly into ensuring our new TomTom Maps Platform meets the needs of our existing customers and is expected to attract new customers and markets. The transition to the new TomTom Maps Platform has Management Board oversight with clear goals and milestones. Also, TomTom is one of the founding members of Overture, a Foundation established to create an universal standard base map together with some big tech companies. As we aim to minimize our impact on the planet in developing and maintaining our map we work with our Tier-1 cloud providers and we ensure that their environmental commitments are in line with our own.
Failure to grow our Location Technology business			Although demand for Location Technology remains strong, we are in a market with continuously changing developments and an increasingly consolidated customer base. 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. If we are unsuccessful in establishing and growing a profitable business, our financial condition, operational result and liquidity may be materially adversely affected.			We have invested in positioning TomTom to address the future needs of our customers and to successfully pursue new Automotive and Enterprise opportunities. This includes strengthening our sales teams that can capture new markets and cementing our position as a leading location technology specialist. With our technological innovation, we continuously develop new product and service offerings to take advantage of opportunities in the area of location-based technologies like map technologies, food delivery, fleet and logistics, ride-hailing, EV services and intelligent speed assistance.
Reputation damage			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. 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.			We review each new opportunity and monitor 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 a mature customer service organization designed to further mitigate the risk of incidents that could result in reputation or brand damage. Lastly, we have business continuity and disaster recovery planning in place for business-critical systems and various eventualities.
OPERATIONAL
Inability to attract, develop and retain the right talent			Our markets are characterized by rapid technological change, which challenges us to sell and deliver highly competitive products and services on an ongoing basis. In order to be a market leader in our industry, we need to have a diverse group of talented people with the right skills working effectively together. We aim to employ highly talented people in our company, which enables us to create, sell 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.			Employers of choice will continue to attract the best skills. We are constantly analyzing market trends so we can adapt quickly and attract the best people in the market. In 2022 we have continued our efforts to invest in our diverse workforce and ensure strong communication and remain the employer of choice in order to attract and retain the talent we need. In our ambition to be the employer of choice in technology, our rigorous recruitment process aims to attract the best talent. Also, we continuously monitor our employee’s engagement and have programs in place to retain and keep employees engaged. An important driver for engagement are the products we develop as these can have a positive impact on people lives (e.g., less traffic incidents, reduced CO2 emissions, convenient routing).

	RISK MANAGEMENT AND CONTROL CONTINUED

		GOVERNANCE | PAGE 67

Risk		Trend	Description			Opportunity/Response
Service availability issues			We provide customer-facing services which are expected to be online 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-generation 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			Both ourselves and our customers can be impacted by geopolitical instability and supply chain issues. Demand on international semiconductor markets is still at a high level, the supply situation for electronic chips is tense, potentially affecting the availability of semiconductor components required for vehicle production. The war in Ukraine as well as other geopolitical conflicts has increased uncertainty to many regions in which we and our customers operate. Please refer to emerging risks for more detail on the war. Should the situation continue or deteriorate even further, and significant supply bottlenecks again occur, it cannot be ruled out that this will have an adverse impact on our revenues.			TomTom is monitoring the situation and is proactively communicating with key Automotive customers and our Consumer supply chain. Our Automotive customers are monitoring the situation closely as is our Consumer management team and they work closely with their suppliers to ensure sufficient supply especially in the area of semiconductors.
LEGAL AND COMPLIANCE
Information security risk			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 have in place a global information security organization including a policy and control framework that governs and defines our procedures for mitigating risks in our engineering, operations and products using a risk-based approach, based on ISO information security standards. We consistently improve, tighten, and invest in our cyber-defense capabilities, including our ESG commitment to continuous training for our developers and staff, to keep pace with the evolving threats facing our company.
Customer privacy and changing regulatory requirements			We provide location-based products and services to our customers. 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 adopted or are in the process of adopting new privacy regulations. Law enforcement and intelligence services bodies in other countries that request direct access to data held by businesses remain important for companies operating at an international scale. Depending on the 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. We see opportunities in the future based on customers placing increase value on privacy by design and data protection philosophies. Refer to Privacy and Data Governance section 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.

	RISK MANAGEMENT AND CONTROL CONTINUED

		GOVERNANCE | PAGE 68

Risk		Trend	Description			Opportunity/Response
Intellectual property claims			We rely on a combination of trademarks, trade names, patents, confidentiality and non-disclosure agreements, copyrights and design rights, to defend and protect our trade secrets and the intellectual property 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  How we create value section), we can prevent the competition from reproducing our unique products and services. Over time, we have developed a reputation for strongly defending our position in all intellectual property litigation, including against non-practicing entities (NPEs).
FINANCIAL
Further adverse changes in macroeconomic conditions			Adverse changes to economic conditions could result in continued inflation, reduced customer spending or increased foreign exchange risk. High inflation can have a significant impact on TomTom due to our long-term contracts with limited possibilities to increase pricing terms towards our customers to offset our increased cost due to wage inflation. If macroeconomic conditions continue to contract, economic activity could slow down, leading to lower consumer spending and lower cash flow generation for TomTom.			We have a relatively resilient business model with a strong Automotive backlog. Our offers are competitive in the markets in which we operate. We are supporting our business customers’ efficiencies through our innovative products. We have no debt and a strong cash position which allows us time to adjust our pricing and cost base. We manage foreign currency transaction risk mainly through forward contracts to cover forecasted net exposures.

RISKS REDUCED IN 2022

The COVID-19 outbreak and its continuous disruptive effects on society and the economy

may negatively affect our Automotive and Consumer businesses. The impact in the

current year decreased in comparison to prior years, as governments rolled out their

vaccination programs, and companies and society as a whole have adapted, Though the

impact has decreased, we will remain monitoring the COVID-19 pandemic and any further

negative impact on our future revenue, supply chain, cash flow from operations, and the

valuation of assets as well as our workforce.

We have also removed the risk "Failure to recover from a disaster". This risk was deemed

generic and is therefore incorporated in the other risks as disclosed above.

EMERGING RISKS

The war in Ukraine has impacted economies on a global scale. This contributed to

growing inflation, an energy crisis, supply chain shortages, and higher interest rates in

most parts of the world, among other things. We have examined the impact of growing

energy bills, supply chain bottlenecks, and significant inflation on our own business

operations, including facility expenses, supplier costs, and the impact on our customers'

industries. We concluded that the impact in performance of the business is not material

for the 2022 financial period.

We also assessed the implications of rising interest rates on the valuation of our assets

and liabilities (including goodwill) on our balance sheet. This assessment did not result in

any impairment or other material changes in the valuation of our assets and liabilities

except for a decrease in our defined benefit pension obligation. More details on our

goodwill impairment test can be found in note 13. Due to the unpredictable nature of this

risk, we are actively monitoring the economic developments as the severity of the impact

on our customers and our own business operations remain uncertain for the future.

SUSTAINABILITY RISKS AND OPPORTUNITIES

TomTom assessed climate risk, including the risks associated with our ESG commitments

and the physical impact of climate change. 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 material matters in relation to achieving our strategy over

the next few years. Where relevant, we have incorporated ESG-related matters in the

above risk overview, especially in relation to our people and information security risk.

Next to that, there could be climate related opportunities as some of our products and

services (e.g., traffic, EV routing range and ADAS) are enablers for others to reduce

emission, as further described in Our Impact chapter. We will continue to assess the

climate risk and opportunities on an ongoing basis.

	RISK MANAGEMENT AND CONTROL CONTINUED

		GOVERNANCE | PAGE 69

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 2023

Our financial calendar can be found on our website. The

scheduled dates for earnings releases are as follows:

Date	Event
3 February 2023	Publication Q4 and FY 2022 results
14 April 2023	Publication Q1 2023 results
14 April 2023	Annual General Meeting
17 July 2023	Publication Q2 2023 results
13 October 2023	Publication Q3 2023 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% of the issued capital or more can be

found in the Corporate Governance section. The following

table shows the company’s ordinary shareholder structure as

at 31 December 2022:

	# shares	% of total
Harold Goddijn	15,411,239	11.6%
Corinne Vigreux	14,977,416	11.3%
Peter-Frans Pauwels	14,702,531	11.1%
Pieter Geelen	14,140,030	10.7%
Total founders	59,231,216	44.7%
Free float	69,161,075	52.2%
Treasury shares1	3,974,381	3.0%
Total shares outstanding	132,366,672	100%

1Treasury shares are related to the share buyback program completed in

2021.

LISTING

TomTom N.V. shares are traded on Euronext Amsterdam in

the Netherlands under the symbol TOM2. The company is

included in the Amsterdam Small Cap Index (AScX).

SHARE PRICE

The graph below shows TomTom’s share price development

during 2022.

	INVESTOR RELATIONS

		GOVERNANCE | PAGE 70

Management Board statements

The Management Board report (consisting of pages 3 up to

and including 42, page 65 up to and including 72, and page

126 up to and including 132), and such parts of the financial

statements as referred to in the Management Board report,

comprise the ‘Bestuursverslag’ within the meaning of article

2:391 of the DCC.

IN CONTROL AND RESPONSIBILITY STATEMENT

The Management Board states, in accordance with best

practice provision 1.4.3 of the Code, that:

•the Management Board report provides sufficient insight

into any important deficiencies in the effectiveness of the

internal risk management and control systems that may

have been detected during the 2022 financial year and no

major failings have been detected;

•the risk management and control systems provide a

reasonable assurance that the 2022 financial statements

do not contain any errors of material importance. Details

are set out in the Risk management and control section;

•based on TomTom’s current state of affairs, it is justified

that the financial reporting is prepared on a going concern

basis. This is based upon the strong cash position and the

expected medium- and long-term free cash flow generation

of the company 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; and

•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, 3b and

3d of the Dutch Decree on the contents of Directors’ Report

(the Decree) are incorporated in the Management Board

Report and the Supervisory Board Report sections.

The main characteristics of the company’s internal risk

management measures and control systems connected to its

financial reporting process, as required by article 3a sub a of

the 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.

	MANAGEMENT BOARD STATEMENTS

		GOVERNANCE | PAGE 71

The company would like to protect its stakeholders against a

sudden change in management by maintaining the qualified

majority and voting quorum requirement, which is consistent

with Dutch law.

INFORMATION PURSUANT TO THE DECREE ARTICLE 10

TAKEOVER DIRECTIVE

The Management Board states that all information, which

must be disclosed pursuant to the Decree Article 10

Takeover Directive (‘Besluit artikel 10 overnamerichtlijn’), is

included in the Corporate Governance section, the

Supervisory Board report and the notes referred to herein, to

the extent that it is applicable to TomTom.

NON-FINANCIAL STATEMENT

Directive 2014/95/EU on the disclosure of non-financial

information requires companies to publish a non-financial

statement. The relevant provision has been implemented

into Dutch law through the Decree disclosure on non-

financial information (‘Besluit bekendmaking niet-financiële

informatie’). The information regarding environmental, anti-

corruption and bribery, social and employee matters, and

respect for human rights, as required by this Decree, is

incorporated in the Our Impact chapter, and in the Non-

financial reporting section as included in the Supplementary

information chapter.

Amsterdam, 3 February 2023

The Management Board

HAROLD GODDIJN

Chief Executive Officer

TACO TITULAER

Chief Financial Officer

ALAIN DE TAEYE

Member of the Management Board

	MANAGEMENT BOARD STATEMENTS CONTINUED

		GOVERNANCE | PAGE 72

	FINANCIALS
		Consolidated financial statements	74
		Company financial statements	109
		Other information	114

		TOMTOM NV | ANNUAL REPORT 2022 | PAGE 73

	FINANCIALS
		Consolidated financial statements
		Consolidated statement of income	75
		Consolidated statement of comprehensive income	75
		Consolidated balance sheet	76
		Consolidated statement of cash flows	76
		Consolidated statement of changes in equity	77
		Notes to the consolidated financial statements	78

		TOMTOM NV | ANNUAL REPORT 2022 | PAGE 74

Consolidated statement of income

For the year ended 31 December

(€ in thousands)		Notes		2022		2021
Revenue		6		536,343		506,926
Cost of sales		7		86,619		99,821
Gross profit				449,724		407,105
Research and development expenses - Geographic data				205,760		219,808
Research and development expenses - Application layer				171,504		146,209
Sales and marketing expenses				50,353		45,181
General and administrative expenses				119,720		89,098
Total operating expenses		8-11		547,337		500,296
Operating result				-97,613		-93,191
Interest income				390		325
Interest expense		29		-1,183		-1,716
Other financial result		29		3,611		7,720
Financial result				2,818		6,329
Result before tax				-94,795		-86,862
Income tax expense		12		-7,940		-7,791
Net result				-102,735		-94,653
Attributable to equity holders of the parent				-102,735		-94,653
Earnings per share (€)		26
Basic				-0.80		-0.74
Diluted				-0.80		-0.74

Consolidated statement of comprehensive income

For the year ended 31 December

(€ in thousands)		Notes		2022		2021
Net result				-102,735		-94,653
Items that will not be reclassified to profit or loss
Actuarial gain on defined benefit plans1		8		5,719		1,062
Fair value remeasurement of financial instruments1				-3,090		6,847
Items that may be subsequently reclassified to profit or loss
Currency translation differences				2,406		4,794
Other comprehensive income for the period				5,035		12,703
Total comprehensive loss for the period				-97,700		-81,950
Attributable to equity holders of the parent				-97,700		-81,950

1The items in the statement above are presented net of tax expense of €1.0 million for 2022 (2021: €2.7 million).

	The notes on pages 79 to 113 are an integral part of these consolidated financial statements.	FINANCIALS | CONSOLIDATED FINANCIAL STATEMENTS | PAGE 75

Consolidated balance sheet

As at 31 December

(€ in thousands)		Notes		2022		2021
Goodwill		13		192,294		192,294
Other intangible assets		14		42,917		70,478
Property, plant and equipment		15		21,645		26,241
Lease assets		16		35,815		31,488
Other contract-related assets		6		23,737		18,769
Other investments		17,28		13,814		17,982
Deferred tax assets		12		1,158		4,115
Total non-current assets				331,380		361,367
Inventories		18		14,660		19,585
Trade receivables		19		65,743		56,179
Unbilled receivables		6		48,298		67,311
Other contract-related assets		6		6,890		5,049
Other receivables and prepayments		20-21		36,803		25,429
Fixed-term deposits		22		171,000		150,000
Cash and cash equivalents		22		132,729		205,820
Total current assets				476,123		529,373
Total assets				807,503		890,740
Equity attributable to equity holders of the parent		25		199,606		282,723
Total equity				199,606		282,723
Lease liabilities		16		26,654		20,004
Deferred tax liability		12		2,404		3,934
Provisions		30		18,237		33,484
Deferred revenue		6		263,043		259,628
Total non-current liabilities				310,338		317,050
Trade payables		23		6,102		14,022
Lease liabilities		16		11,071		13,335
Provisions		30		11,020		6,537
Deferred revenue		6		175,607		181,099
Other contract-related liabilities		6		18,921		19,782
Income taxes		12		3,133		1,273
Accruals and other liabilities		24		71,705		54,919
Total current liabilities				297,559		290,967
Total equity and liabilities				807,503		890,740

Consolidated statement of cash flows

For the year ended 31 December

(€ in thousands)		Notes		2022		2021
Operating result					-97,613		-93,191
Foreign exchange adjustments					6,373		7,904
Depreciation and amortization			10		56,672		73,671
Change in provisions			30		-2,472		-7,474
Equity-settled stock compensation expenses			9		10,532		5,934
Other non-cash movement					-69		-46
Changes in working capital:
	Change in inventories				5,086		8,772
	Change in receivables and prepayments				-9,164		17,883
	Change in liabilities (excluding provisions)1				5,124		32,289
Cash flow from operations					-25,531		45,742
Interest received			29		389		326
Interest paid			29		-1,183		-1,716
Corporate income taxes paid			12		-5,083		-7,569
Cash flow from operating activities					-31,408		36,783
Investments in intangible assets			14		-5,271		0
Investments in property, plant and equipment			15		-4,895		-13,274
Dividends received			17		392		366
Change in fixed-term deposits					-21,000		-7,070
Cash flow from investing activities					-30,774		-19,978
Payment of lease liabilities			16		-14,369		-14,785
Proceeds on issue of ordinary shares			25		4,051		4,561
Purchase of treasury shares			25		0		-33,431
Cash flow from financing activities					-10,318		-43,655
Net increase/(decrease) in cash and cash equivalents					-72,500		-26,850
Cash and cash equivalents at the beginning of period					205,820		231,520
Exchange rate changes on cash balances held in foreign currencies					-591		1,150
Cash and cash equivalents at the end of period			22		132,729		205,820

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

	The notes on pages 79 to 113 are an integral part of these consolidated financial statements.	FINANCIALS | CONSOLIDATED FINANCIAL STATEMENTS | PAGE 76

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 2021				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 plans		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 expenses		9		0		0		0		5,927		0		5,927
Repurchase of shares		25		0		0		-33,431		0		0		-33,431
Reissuance of shares		25		0		0		4,561		0		0		4,561
OTHER MOVEMENTS
Transfers between reserves				0		0		2,436		-45,994		43,558		0
Balance as at 31 December 2021				26,473		338,124		-40,746		99,172		-140,300		282,723
COMPREHENSIVE INCOME
Result for the year				0		0		0		0		-102,735		-102,735
Other comprehensive income
Currency translation differences2				0		0		0		2,406		0		2,406
Actuarial gain on defined benefit plans		8		0		0		0		0		5,719		5,719
Fair value remeasurement of financial instruments		17		0		0		0		-3,090		0		-3,090
Total other comprehensive income				0		0		0		-684		5,719		5,035
Total comprehensive income				0		0		0		-684		-97,016		-97,700
TRANSACTIONS WITH OWNERS
Stock compensation expenses		9		0		0		0		10,532		0		10,532
Reissuance of shares		25		0		0		4,051		0		0		4,051
OTHER MOVEMENTS
Transfers between reserves				0		0		6,213		-36,203		29,990		0
Balance as at 31 December 2022				26,473		338,124		-30,482		72,817		-207,326		199,606

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.

	The notes on pages 79 to 113 are an integral part of these consolidated financial statements.	FINANCIALS | CONSOLIDATED FINANCIAL STATEMENTS | PAGE 77

	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	79			13	Goodwill	93			25	Shareholders’ equity	101
		2	Basis of preparation	79			14	Other intangible assets	95			26	Earnings per share	102
		3	Accounting estimates	80			15	Property, plant and equipment	96			27	Financial risk management	102
		4	War in Ukraine and economic uncertainties	80			16	Lease assets and lease liabilities	97			28	Financial instruments	104
							17	Other investments	98			29	Financial result	105
		Section 2					Section 4					Section 6
		Results of the year					Working capital					Other disclosures
		5	Segment reporting	81			18	Inventories	99			30	Provisions	106
		6	Revenue from contracts with	82			19	Trade receivables	99			31	Commitments, contingent assets and liabilities	107
			customers				20	Other receivables and prepayments	99
		7	Cost of sales	85								32	Related party transactions	108
		8	Personnel expenses	85			21	Other financial assets and liabilities	100			33	Auditor’s remuneration	108
		9	Stock compensation	87			22	Cash and cash equivalents and fixed-term deposits	100			34	Subsequent events	108
		10	Depreciation and amortization	89
		11	Government grants	89			23	Trade payables	100
		12	Income tax	89			24	Accruals and other liabilities	100

		TOMTOM NV | ANNUAL REPORT 2022 | PAGE 78

General information and basis of

reporting

This section introduces the basis of preparation and the general accounting policies

applied to the consolidated financial statements as a whole, as well as a summary of

the areas that involve significant judgments and estimates.

1 GENERAL

TomTom N.V. (the company) is a public limited company with its statutory seat and

headquarters in Amsterdam, the Netherlands. The registered address of the company is

De Ruijterkade 154, 1011 AC, Amsterdam. The company is registered under trade

registration number of 34224566 in the Chamber of Commerce in Amsterdam. The

activities of the company include the development and sale of navigation and location-

based products and services which includes maps, traffic, navigation software, and

portable navigation devices (PNDs).

The consolidated financial statements comprise the company and its subsidiaries (the

group).

The financial statements have been prepared by the Management Board and were

authorized for issue on 3 February 2023. The financial statements will be submitted for

approval to the General Meeting on 14 April 2023.

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 2022 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.

Going concern

In preparing the financial statements, management has applied going concern assumption

based on its assessment of the company's ability to continue as a going concern. In

making such assessment management has considered the current environment in which

the group operates and the expectation of the company's future performance taking into

account the order backlog and the strong cash position of the group.

Summary of 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 2022 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.

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.

	SECTION 1

		FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  | PAGE 79

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:

		Note
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

Detailed explanations of the degree of judgment and assumptions used are included

under each of the respective sections in the notes to the financial statements as

referenced above.

In making judgment and assumptions we have considered climate-related matters and

concluded that such matters have no material impact on our business and the

assumptions impacting the financial statements.

4 WAR IN UKRAINE AND ECONOMIC UNCERTAINTIES

The war in Ukraine has impacted economies on a global scale. The effects are wide

ranging, including amongst others, rising inflation, the energy crisis in Europe, pressure on

supply chains and increased interest rates in most parts of the world.

We have considered to what extent rising energy bills, supply chain constraints, economic

sanctions on Russia and significant inflation impact our business operations, including

facility and other costs and their impact on our customers’ industry. Based on this, the

group has concluded that the impact on the performance of the business is not material

for the 2022 financial period.

We also assessed the implications of rising interest rates on the valuation of our assets

and liabilities (including goodwill). This assessment resulted in an increase in the discount

rate used in the goodwill impairment testing as disclosed in note 13. In addition the

increased discount rate also resulted in a decrease in our defined benefit pension

obligation, as disclosed in note 8. Other than this, the assessment did not result in any

impairment or other material changes in the valuation of other assets and liabilities.

Due to the unpredictable nature of this risk, we are actively monitoring the economic

developments as the severity of the impact on our customers and our own business

operations remain uncertain for the future.

	SECTION 1 | GENERAL INFORMATION AND BASIS OF REPORTING CONTINUED

		FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  | PAGE 80

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), whereby the EBIT measure includes allocations of expenses from

supporting functions within the group. Such allocations have been determined based on

relevant measures that reflect the level of benefits of these functions to each of the

operating segments. The effects of non-recurring items such as group initiated

restructurings are excluded from management’s measurement basis. Interest income and

expenses and tax are not allocated to the segments.

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

Management Board.

(€ in thousands)			2022		2021
Location Technology			446,309		404,372
	External customers		436,402		393,972
	Inter-segment		9,907		10,400
Consumer			99,941		112,954
Eliminations			-9,907		-10,400
Total revenue			536,343		506,926
The EBIT of each segment is as follows:
Location Technology			-71,240		-105,158
Consumer			6,466		17,702
Total segment operating result (segment EBIT)			-64,774		-87,456
The EBITDA of each segment is as follows:
Location Technology			-15,581		-32,578
Consumer			7,403		18,748
Total segment EBITDA1			-8,178		-13,830

1The 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)		2022		2021
Total segment EBIT		-64,774		-87,456
Unallocated expenses1		-32,839		-5,735
Financial result		2,818		6,329
Result before tax		-94,795		-86,862

1 Unallocated expenses in 2022 include an impact of €26 million in non-recurring restructuring charges in Location

Technology.

	SECTION 2

		FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  | PAGE 81

6 REVENUE FROM CONTRACTS WITH CUSTOMERS

Group revenue consists solely of revenue from contracts with customers. For

disaggregation of revenue by operating segments, reference is made to note 5 ‘Segment

reporting’. The table below shows a disaggregation of revenue by types of products and

services, timing of revenue recognition and by geographical areas:

(€ in thousands)		2022		2021
External revenue by products and services
License revenue		299,491		261,212
Rendering of services		166,003		168,426
Sale of goods		70,849		77,288
Total revenue		536,343		506,926
Revenue by timing of revenue recognition
Goods and services transferred at a point in time		97,567		98,166
Goods and services transferred over time		438,776		408,760
Total revenue		536,343		506,926
External revenue by geographical areas
Europe1		316,169		295,687
North America2		137,125		134,425
Rest of world		83,049		76,814
Total revenue		536,343		506,926

1Germany and France accounted for respectively 14% and 14% of 2022 revenue (17% and, 16% of 2021 revenue).

2The North American revenue in 2022 and in 2021 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 2022 amounted to €10 million (2021: €10

million). Within Location Technology, there is one customer that had revenue between

10%-15% of total group revenue in 2022.

CONTRACT BALANCES

Contract-related asset balances consist of trade receivables, unbilled receivables, and

other contract related assets. Details of other contract related assets are shown below:

(€ in thousands)		2022		2021
Capitalized contract costs		29,591		23,200
Other deferred cost of sales		1,036		618
Other contract-related assets		30,627		23,818
Other contract-related assets are disclosed as:
Current		6,890		5,049
Non-current		23,737		18,769

Unbilled receivables is presented net of expected credit losses of €0.2 million (2021: €0.3

million). For details regarding the balance of trade receivables and expected credit losses

refer to note 19.

Revenue of €181 million (2021: €164 million) was recognized from amounts included in

contract liabilities at the beginning of the year. An amount of €15 million (2021: €15

million) was recognized relating to performance obligations satisfied in previous years.

Contract-related liability balances are as follows:

(€ in thousands)		2022		2021
Deferred revenue		438,650		440,727
Other contract-related liabilities1		18,921		19,782
Total contract-related liabilities		457,571		460,509
Of which:
Current		194,528		200,881
Non-current		263,043		259,628

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

protection accrual.

	SECTION 2 | RESULTS OF THE YEAR CONTINUED

		FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  | PAGE 82

Deferred revenue amounted to €439 million at the end of the year (2021: €441 million).

Deferred revenue per segment is as follows:

(€ in thousands)		2022		2021
Location Technology		417,974		415,261
Consumer		20,676		25,466
Total deferred revenue		438,650		440,727

At balance sheet date, €407 million (2021: €378 million) of Location Technology’s

deferred revenue related to Automotive and €10 million (2021: €37 million) related to

Enterprise.

Automotive and Consumer deferred revenue is mostly driven by upfront payments by our

customers for longer-term (multiple years) content and service deliveries (e.g., traffic and

map updates). The Enterprise deferred revenue is mostly related to some customers who

prepay each year for their annual license to our content.

PERFORMANCE OBLIGATIONS

In Automotive, payments for the licenses and services are typically in the form of fixed

royalty payments for each car produced by the Automotive customer during the duration

of the program which may typically range from 3–7 years (royalty period). The obligation

to deliver map updates and services may extend for a number of years beyond the royalty

period. Navigation software is typically delivered at the start date of the customer

program.

For Enterprise, the payments typically take the form of (annual) license fees/guaranteed

royalties for larger customers or usage-based royalty payments for smaller customers.

The payments typically correspond with the period the group is obliged to provide the

license and/or services.

In Consumer, both B2B and end-customers make payments for (bundled) products and

services which may require TomTom to deliver map updates and/or traffic services during

the (estimated) lifetime of a hardware product or subscription period. Payments for such

products and/or services are generally received at the time the products are delivered

(subject to applicable payment term for B2B customers) or when services are activated.

As at 31 December 2022, the total of the transaction price allocated to the group’s

(partially) unfulfilled performance obligations is estimated at €1.4 billion (2021: €1.3 billion),

of which €439 million (2021: €441 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)		2022		2021
Less than 1 year		357		324
Between 1-5 years		804		704
More than 5 years		274		253
Total unfulfilled performance obligations		1,435		1,281

	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.

	SECTION 2 | RESULTS OF THE YEAR CONTINUED

		FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  | PAGE 83

	Revenue from ‘right to access’ licenses is recognized over the (estimated) period during which TomTom is obliged to provide access to the customers. For royalty- based arrangements, the revenue is either recognized based on (estimated) reported royalties, as typically the royalties reflect the usage and benefits to the customers or based on time as progress measure but restricted to the amount of the (estimated) reported royalties. When restrictions in license terms result in multiple individual licenses in royalty-based arrangements for maps, each reported unit of usage is treated as a separate license or subscription. Previously, for each map subscription contract, the group estimated and allocated similar value to the initial map installed in a car as well as the rights to receive updates and treated the obligation to deliver the initial map and map updates as a single performance obligation. Based on developments in both our customer offerings as well as developments in the Location Technology market, effective from 1 November 2022, the initial map and map updates for each newly activated subscription are treated as two separate performance obligations. The transaction price allocated to the initial map is recognized immediately when the customer installs our map while the portion allocated to the map update service is recognized on a straight-line basis over the applicable service period.
	License revenue for ‘right to use’ licenses is recognized at the moment the control passes to the customer, except for the usage-based royalties, which are recognized when the usage has taken place based on royalties TomTom is entitled to for the period.
	When license arrangements include a minimum guarantee, the excess of the reported royalties above the guaranteed amount is only recognized when cumulative reported royalties have exceeded the minimum guarantee, unless the expected total royalties is estimated to be above the minimum. In this case, the revenue is recognized based on the royalties TomTom is entitled to. When contracts include an annual minimum instead of a contract minimum, the excess of royalties above the annual minimum is recognized in the respective period when the royalties exceed the annual minimum.
	To the extent possible, the group makes use of the practical expedient to use right to invoice as a measure of progress as long as the invoice reflects the benefits to the customer.

	Service revenue
	Service revenue includes revenue generated from the sale of traffic and travel information services to both B2B and/or end-customers, sale of online map and location-based services through hosted API solutions (Maps APIs) and providing connected navigation services.
	The (estimated) revenue relating to the service element is recognized over the agreed or estimated service period on a straight-line basis or based on the invoiced amount if such invoice reflects the benefit of the services to the customer over the service period. The service period for life-time traffic and map update service offering within Consumer is estimated at three years.
	Sale of goods
	Revenue from the sale of goods is generated primarily through the sale of Consumer navigation, Automotive hardware products and related accessories. Revenue from sale of goods is generally recognized at the moment the control passes to the customers.
	Bundled goods and services
	When products and services are offered as a bundle under one agreement or under a series of agreements that are commercially linked, the (estimated) total transaction price of the agreement is allocated to each of the identified ‘distinct’ performance obligation based on the relative stand-alone selling price of each element. Depending on their nature, the revenue from each of the ‘distinct’ performance obligations is recognized based on the applicable revenue recognition policy as described above.
	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.

	SECTION 2 | RESULTS OF THE YEAR CONTINUED

		FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  | PAGE 84

	SIGNIFICANT ESTIMATES
	Significant revenue estimates include the estimates of various pricing allowances deducted from the revenue, estimates of the stand-alone selling price of various elements in bundled arrangements and the estimation of total transaction price for contracts with customers.
	Price allowance deductions
	The estimated sales return deduction for Consumer revenue is based upon historical data on the return rates and information on the inventory levels in the distribution channel. For sales incentives, including channel and end-user rebates, the reduction in revenue is based on the group’s historical experience, taking into account future expectations on rebate payments. If there is excess stock at retailers when a price reduction becomes effective, the group will compensate its customers on the price difference for their existing stock, provided certain criteria are met. To reflect the costs related to known price reductions in the income statement, an accrual is created against revenue at the time of sale based on an estimate of the inventory levels in the channel and future price reductions.
	Relative stand-alone selling price
	The relative stand-alone selling price of each element in a bundled arrangement is based on the available stand-alone selling price or is estimated using methods allowed under IFRS, such as the cost plus reasonable margin method, residual method or a combination thereof. In making such estimates, management makes use of judgment and assumptions to arrive at an outcome that best reflects a transaction’s substance. Total deferred revenue balance relating to the elements deferred under bundled arrangements at 31 December 2022 amounted to €18 million (31 December 2021: €21 million).
	Contract determination and total transaction price
	Arrangements and contracting with Automotive customers are very specific and complex in nature. For each arrangement, management must make an assessment and judgment as to whether the agreement signed with the OEM should be treated as a contract under IFRS 15 or whether it serves as a framework agreement for future installation or activation of services. When the latter is the case, each of the activated individual subscriptions is treated as the contract as meant by IFRS 15 (referred to as 'subscription contracts'). If the overall agreement with the OEM is treated as a single contract, then management treats the future usage as variable consideration of the contract.

	The (expected) total transaction price of such contracts needs to be estimated at the inception of the contract and each future reporting date. Such estimates particularly relate to expected usage of our licenses and/or services which may be susceptible to factors outside our influence such as the developments in the market and industry in which our customer operates. In making such estimates management makes use of input from different sources such as historical experience, estimated sales volumes of customers as well as other relevant sources. The estimated variable consideration is only taken into account to the extent that management believes that it is highly probable that it will not be subject to significant reversal in the future.

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:

(€ in thousands)		2022		2021
Salaries		240,862		228,268
Social security costs		38,595		34,986
Pensions		10,250		10,055
Stock compensation		11,300		7,306
Temporary employee expenses		13,690		14,154
Restructuring		25,856		695
Other1		39,641		20,799
Total personnel expenses		380,194		316,263

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

(2021: €10 million). The year on year increase is mainly due to higher bonus.

	SECTION 2 | RESULTS OF THE YEAR CONTINUED

		FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  | PAGE 85

The average number of employees (in FTE equivalents) in 2022 was 4,089 (2021: 4,373)

spread across the following functional areas:

(€ in thousands)		2022		2021
Research and development - Geographic data		1,883		2,175
Research and development - Application layer		1,411		1,407
Sales and marketing		324		344
General and administrative		471		447
Total FTE		4,089		4,373

On 31 December 2022, the group had a headcount of 3,769 (2021: 4,424) employees.

During 2022, 3,010 (2021: 3,279) full-time equivalent (FTE) employees worked outside the

Netherlands.

PENSIONS

The group’s pension plans primarily comprise defined contribution plans, limiting the

employer’s legal obligation to the amount it agrees to contribute during the period of

employment.

In Italy, employees are paid a leaving indemnity on termination of their employment. This

is a statutory payment based on Italian civil law. An amount is accrued each year based

on the employee’s remuneration and previously revalued accruals. This liability is

included as part of ‘Employee benefits provisions'.

Employees in the United States are offered the opportunity to participate in the 401K

pension plan, which involves no contribution or obligation from the group besides

withholding and paying the employee’s contribution.

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

The total pension costs of €10.3 million (2021: €10.1 million) consists of the costs of the

defined contribution plans of €9.3 million (2021: €8.8 million) and of the defined benefit

plan of €1.0 million (2021: €1.3 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.

		2022				2021
(€ in thousands)		Plan Assets		Plan Liabilities		Plan Assets		Plan Liabilities
Present value as at 1 January		25,348		-33,130		23,310		-31,916
Return on assets		209				120
Current service cost		0		-1,067		0		-1,087
Past service cost		0		305		0
Interest cost		0		-277		0		-167
		25,557		-34,169		23,430		-33,170
Remeasurements:
Experience gains due to change in demographical assumptions		515		-1,895		595		-678
Gains/losses from change in financial assumptions		0		6,095		0		926
		515		4,200		595		248
Benefits and taxes paid		-235		235		-300		300
Employer’s contributions		1,191		0		1,115		0
Employee contributions		496		-496		508		-508
Present value as at 31 December		27,524		-30,230		25,348		-33,130
Net defined benefit obligation				-2,706				-7,782

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Germany

The defined benefit plan in Germany is unfunded and has no plan assets. Management is

of the opinion that the plan has limited risks to the group as the plan was frozen in 2007

and is only subject to gains/losses in actuarial risks. In the extraordinary event that the

group is unable to meet its obligations, the participants will receive (partial) payments from

a state-owned pension protection fund.

The following table presents the movement in the plan liabilities:

(€ in thousands)		2022		2021
Present value as at 1 January		-10,326		-10,930
Current service cost		-50		-64
Interest cost		-102		-76
		-10,478		-11,070
Remeasurements:
Experience (gains)/losses due to change in demographical assumptions		-351		497
(Gains)/losses from change in financial assumptions		3,152		-40
		2,801		457
Benefits paid		189		287
Present value as at 31 December		-7,488		-10,326

Both the Belgian and German plans were impacted by the increase in interest rate leading

to a decrease in the defined benefit obligations.

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

follows:

		2022				2021
		Belgium		Germany		Belgium		Germany
Discount rate		3.1%		3.7%		0.8%		1.0%
Average life expectancy1		14		17		16		16

1The above average life expectancy is the average actual value for males and females retiring at age 65 for the

Belgium plan (2021: 65) in accordance with MR/FR -5 and 66 (2021: 66) for the Germany plan set in accordance

with the common German mortality tables ‘Heubeck 2018G’.

The table below indicates the sensitivity of the defined benefit obligation to changes in

the discount rate:

		Impact on defined benefit obligation
(€ in thousands)		Belgium		Germany
Discount rate increases by 0.5%		-1,218		-376
Discount rate decreases by 0.5%		921		459

	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 restricted stock unit plans, stock option 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.

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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 2022 and 2021:

(€ in thousands)		2022		2021
Balance as at 1 January		18,940		16,484
Stock compensation expense		10,532		5,927
Transfer to retained earnings		-847		-292
Stock options exercised and settlement of restricted shares		-8,734		-3,179
Balance as at 31 December		19,891		18,940

Restricted stock units

An RSU gives the holder the right to receive one TomTom share after the completion of

the vesting period. After the vesting period Members of the Management Board are

subject to a two-year holding period. For other employees, there is no minimum holding

period after the vesting period.

RSUs vest either in total after a three-year vesting period (cliff vesting) or, in some cases,

in equal tranches on an annual basis over a three-year period (graded vesting). The fair

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

date of grant.

The movement in the number of restricted stock units during the years 2022 and 2021 is

summarized below:

		2022		2021
Outstanding as at 1 January		2,868,273		2,049,734
Granted		3,095,644		1,414,850
Vested and settled		-924,131		-126,880
Forfeited		-350,887		-469,431
Outstanding as at 31 December		4,688,899		2,868,273

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 2022:

Year of grant		Number outstanding at 31/12/2022		Exercise price per share (€)		Weighted average remaining life		Number exercisable at 31/12/2022		Weighted average exercise price (€)
2016		357,284		7.50 - 7.58		0.35		357,284		7.57
2017		608,570		9.15 - 9.60		1.36		608,570		9.56
2018		605,779		7.52 - 8.30		2.35		605,779		8.12
2019		61,538		10.06		3.79		61,538		10.06

A summary of the group’s stock option plans and the movements during the years 2022

and 2021 is presented below:

		2022			2021
		Number	Weighted average exercise price (€)		Number	Weighted average exercise price (€)
Outstanding as at 1 January		2,451,001	8.35		3,452,062	7.48
Exercised		-518,610	7.81		-892,510	5.11
Expired		-299,220	7.87		-88,670	8.24
Forfeited		0	-		-19,881	4.23
Outstanding as at 31 December		1,633,171	8.61		2,451,001	8.35

Options were exercised on a regular basis throughout the year. The average share price

during the year was €7.90 (2021: €7.60).

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.

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CASH SETTLED PLAN

Cash-settled plans are settled through cash payments.

Phantom share plan

As at 31 December 2022, there was no outstanding liability with regard to the phantom

share plan (2021: nil) 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 in 2021.

		2021
Outstanding as at 1 January		358,750
Vested and paid out		-345,800
Forfeited		-12,950
Outstanding as at 31 December		0

	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 €57 million (2021: €74 million).

(€ in thousands)		2022		2021
Amortization		32,835		47,160
Depreciation		23,837		26,511
Total depreciation and amortization		56,672		73,671

Amortization charges totaling are included in the following line items in the Income

Statement:

(€ in thousands)		2022		2021
Research and development expenses - Geographic data		31,495		42,289
Research and development expenses - Application layer		1,339		4,868
Sales and marketing expenses		0		0
General and administrative expenses		1		3
Total amortization		32,835		47,160

11 GOVERNMENT GRANTS

In 2022, the group received government grants amounting to €2.1 million in relation to

the research and development activities performed by the group (2021: €2.3 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 and deferred tax (expense):

(€ in thousands)		2022		2021
Current tax		-7,495		-7,745
Deferred tax		-445		-46
Total income tax		-7,940		-7,791

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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 2022 was €5.1 million (2021: €7.6 million). The

current income tax charge has a -€0.06 (2021: -€0.06) impact on our earnings per share.

The activities of the group are subject to corporate income tax in several countries,

depending on presence and activity. The applicable statutory tax rates of the 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.

		2022		2021
Dutch tax rate		25.8%		25.0%
Higher/(lower) weighted average statutory rate of group activities		0.2%		0.1%
Non-deductible expenses		-4.0%		-2.9%
Current year losses not capitalized/non-recognition of previously capitalized losses		-27.5%		-27.7%
Effect of prior years’ settlements and/or adjustments		-0.6%		-0.2%
Remeasurement of deferred tax		0.0%		0.0%
Other		-2.3%		-3.3%
Effective tax rate		-8.4%		-9.0%

The income tax expense of €7.9 million in 2022 represents an ETR of -8.4% (2021: -9.0%).

The ETR for 2022 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 2022 amounted to €1.0 million (2021: credit of

€2.7 million) which is mainly related to a change in deferred tax assets on defined benefit

pension obligations offset by a gain due to a change in the deferred tax liability on an

investment valued at fair value through other comprehensive income.

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

DEFERRED INCOME TAX

As at 31 December 2022, the group had a deferred tax liability of €2.4 million (2021: €3.9

million) and a deferred tax asset of €1.2 million (2021: €4.1 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.

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

(€ in thousands)		Assessed losses & credits		Provisions & Lease		Long-term incentives		Intangible assets		Other		Total
Balance as at 1 January 2021		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
(Charged)/credited to income statement		-1,569		-745		149		1,720		0		-445
Credited/(charged) to equity		0		-2,112		0		0		1,074		-1,038
Currency translation differences		-19		36		0		39		0		56
Balance as at 31 December 2022		2,692		1,012		985		-4,146		-1,789		-1,246

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 2022, these losses amounted to €467 million (2021: €358

million) of which €26 million (2021: €26 million) relates to foreign tax jurisdictions. These

losses have not been capitalized as the conditions under IAS 12.35 and IAS 12.36 have

not been met. The losses have no future expiry date.

The amount of uncapitalized tax losses increased compared with last year due to addition

of current year tax loss and the non-recognition of previously capitalized losses. The

deferred tax asset on losses and other temporary differences on our balance sheet is only

recognized to the level of the available corresponding deferred tax liability. In making the

assessment on the amount to be recognized we have taken into account the 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

€22 million (2021: €20 million).

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

and liabilities:

(€ in thousands)		2022		2021
To be reversed within 12 months		-1,046		-1,127
To be reversed after more than 12 months		-200		1,308
Total deferred tax		-1,246		181

After offsetting deferred tax assets and liabilities, for an amount of €3.1 million (2021: €4.8

million) the net positions are presented as non-current assets and liabilities on the

balance sheet as follows:

(€ in thousands)		2022		2021
Deferred tax assets		1,158		4,115
Deferred tax liabilities		-2,404		-3,934
Total deferred tax		-1,246		181

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	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.

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Non-current assets and investments

The notes in this section specify the group’s non-current assets (and directly related

liabilities) including investments made during the year either through separate asset

acquisitions or business combinations.

13 GOODWILL

(€ in thousands)		2022		2021
Cost		1,881,901		1,881,901
Accumulated impairment		-1,689,607		-1,689,607
Balance as at 31 December		192,294		192,294

Goodwill is fully allocated to the Location Technology segment which represents the

lowest level at which Goodwill is monitored in the group. Refer to note 5 for details on

operating segments.

Our 2022 and 2021 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.

	SECTION 3

		FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  | PAGE 93

	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, 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.
	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).

	2022	Location Technology
	Revenue – perpetual growth1	2.0%
	Discount rate2	9.5%
	2021
	Revenue – perpetual growth1	1.0%
	Discount rate2	8.5%
	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.

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		FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  | PAGE 94

14 OTHER INTANGIBLE ASSETS

The movements in the intangible assets are as follows:

(€ in thousands)		Map content and mapmaking platform1		Internally generated technology		Other		Total
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 1 January 2021		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
Additions		5,271		0		0		5,271
Disposals (net)		0		0		-71		-71
Amortization charges		-32,526		-239		0		-32,765
Currency translation differences		4		0		0		4
Movements		-27,251		-239		-71		-27,561
Cost		1,114,942		135,428		5,487		1,255,857
Accumulated amortization and impairment		-1,072,025		-135,428		-5,487		-1,212,940
Balance as at 31 December 2022		42,917		0		0		42,917
Of which internally generated2		35,009		0		0		35,009

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 2022

and 2021.

During the year the total gross amount of the assets disposed across all intangible asset

classes was €2.2 million (2021: €141 million). The additions in the year related mainly to

the acquisition of global satellite imagery data to be embedded in our products and

services. No internal development projects were capitalized in 2022 as they did not meet

the capitalization criteria.

	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.

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		FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  | PAGE 95

	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.

15 PROPERTY, PLANT AND EQUIPMENT

(€ in thousands)		Furniture and fixtures		Computer equipment		Leasehold improvemen ts		Other1		Total
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 1 January 2021		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
Additions		304		3,944		738		69		5,055
Disposals (net)2		-71		-42		0		-8		-121
Reclassification between categories		487		10		-497				0
Depreciation charges		-1,235		-5,822		-1,932		-360		-9,349
Currency translation differences		-84		124		-194		-27		-181
Movements		-599		-1,786		-1,885		-326		-4,596
Cost		7,141		32,147		15,596		2,422		57,306
Accumulated depreciation		-4,146		-23,539		-6,356		-1,620		-35,661
Balance as at 31 December 2022		2,995		8,608		9,240		802		21,645

1Other property, plant and equipment includes vehicles, production tools and molds.

2The total gross amount of the assets disposed across all asset classes was €10 million (2021: €22 million).

No impairment has been recognized for property, plant and equipment in 2022 or 2021.

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		FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  | PAGE 96

	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.
	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:

(€ in thousands)		Lease buildings		Lease vehicles		Total
2022
Additions to leased assets		15,260		571		15,831
Depreciation charges		13,220		1,268		14,488
Balance as at 31 December		34,592		1,223		35,815
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

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 €47 million (2021: €38 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 2022

was €0.3 million and €0.1 million respectively (2021: €0.2 million and €0.5 million).

Lease liabilities

The total interest expense on lease liabilities in 2022 was €0.9 million (2021: €0.9 million)

and the total cash outflow for lease related payments was €15 million (2021: €16 million).

Lease liabilities have the following maturities:

(€ in thousands)		2022		2021
Less than 1 year		11,954		14,059
Between 1-5 years		20,483		19,336
More than 5 years		9,151		1,473
Total undiscounted lease liabilities at 31 December		41,588		34,868

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

	Extension options are included in the lease term when the group has an economic incentive to exercise the option. The group considers available evidence at the time of the assessment, including potential favorable terms upon extension, potential termination penalties, the relative costs associated with potential relocation or termination of the lease and the extent of leasehold improvements undertaken.
	The size and the relative importance of the lease premises as well as the availability of easily substitutable assets is taken into consideration when assessing whether the group has an economic incentive to extend a lease for which it holds an option to do so.

17 OTHER INVESTMENTS

The group held an equity interest in Cyient Ltd. (Cyient) which is valued at fair value. The

group has elected to account for future changes in fair value through other

comprehensive income. Total amount of fair value changes recognized during 2022 in

other comprehensive income amounted to a loss of €3.1 million (2021: gain of

€6.8 million) net of tax. For accounting policies relating to financial assets at fair value,

reference is made to note 28.

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		FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  | PAGE 98

Working capital

The notes in this section specify items that form part of group’s working capital

including disclosure relating to cash and cash equivalents.

18 INVENTORIES

(€ in thousands)		2022		2021
Finished goods		7,850		11,720
Components and sub-assemblies		6,810		7,865
Total inventories		14,660		19,585

The amount of inventories recognized as an expense when the inventories are sold and

included in cost of sales amounted to €43 million (2021: €45 million). As a result of the

write-down of inventories to their net realizable value, the group recognized a cost of

€2.2 million (2021: €2.2 million). These costs are included in cost of sales.

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

19 TRADE RECEIVABLES

(€ in thousands)		2022		2021
Gross accounts receivables		67,492		58,117
Expected credit loss allowance		-1,749		-1,938
Total trade receivables (net)		65,743		56,179

The carrying amount of trade receivables approximates their fair value and the group

expects to recover all receivables within a year. The group does not hold any collateral

over these balances. In determining the expected credit loss allowance, the group has

considered any change in risk profile of our customers taking into account the current

economic conditions.

Trade accounts receivable include amounts denominated in the following major

currencies:

(€ in thousands)		2022		2021
EUR		40,321		31,938
GBP		115		1,701
USD		23,712		18,385
Other		1,595		4,155
Total trade receivables (net)		65,743		56,179

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

20 | OTHER RECEIVABLES AND PREPAYMENTS

(€ in thousands)		2022		2021
Prepayments		27,354		13,472
Corporate income tax, VAT and other taxes		6,804		6,579
Other receivables		2,645		5,378
Total other receivables		36,803		25,429

The carrying amount of the other receivables and prepayments approximates their fair

value. The increase in Prepayments is due to timing of certain invoices.

For accounting policies related to 'Other receivables' reference is made to note 28.

	SECTION 4

		FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  | PAGE 99

21 | OTHER FINANCIAL ASSETS AND LIABILITIES

Other financial assets/liabilities includes derivative financial instruments carried at fair

value through profit or loss. Derivative assets are disclosed as part of other receivables

and prepayments and derivative liabilities are included in accruals and other liabilities.

(€ in thousands)		2022			2021
		Assets	Liabilities		Assets	Liabilities
Derivatives at fair value through profit or loss		131	-192		136	0

The notional principal amounts of the outstanding forward foreign exchange contracts as

at 31 December 2022 were €9.6 million (2021: €15.0 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 €133 million (2021: €206 million) includes cash held in

short-term bank deposits with an original maturity of three months or less. Cash and cash

equivalents are predominantly denominated in euros and partly in U.S. Dollars.

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

Fixed-term deposits

Fixed-term deposits are investments in term deposits with financial institutions of €171

million. Investments are made with institutions with investment grade credit ratings and

are all denominated in euros (2021: €150 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:

(€ in thousands)		2022		2021
Personnel-related accruals		55,567		32,071
Operating expense accruals		8,760		14,693
Taxes and social security		7,378		8,155
Total accruals and other liabilities		71,705		54,919

Personnel related-accruals increased due to restructuring-related accruals and higher

accruals for short-term incentives.

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

note 28.

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Financing, financial risk management

and financial instruments

This section includes notes related to financing items such as equity and borrowings,

including related items such as earnings per share, as well as financial risk

management-related items, financial income and expenses.

25 SHAREHOLDERS’ EQUITY

		2022			2021
		Number	(€ in thousands)		Number	(€ in thousands)
Authorized:
Ordinary shares		300,000,000	60,000		300,000,000	60,000
Preferred shares		150,000,000	30,000		150,000,000	30,000
Total		450,000,000	90,000		450,000,000	90,000
Issued and fully paid:
Ordinary shares		132,366,672	26,473		132,366,672	26,473
Of which held in treasury		3,974,381			5,417,122

In 2022, no share buyback was made. 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, 1,442,741 treasury shares were issued to cover the exercise of employee

stock options and settlement of restricted stock units (2021: 1,019,390 treasury shares). All

shares have a par value of €0.20 per share (2021: €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 €53 million of legal reserves (2021: €80

million). Note E. Other reserves in the company financial statements provide an overview

of the non-distributable reserves.

The Corporate Governance section provides a detailed description regarding the use of

Foundation Continuity TomTom as a protective measure.

Management is of the 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.

	SECTION 5

		FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  | PAGE 101

26 EARNINGS PER SHARE

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

(€ in thousands)		2022		2021
Net result attributable to ordinary equity holders		-102,735		-94,653
Number of shares
Weighted average number of ordinary shares for basic earnings per share		127,849		127,714
Effect of dilutive potential ordinary shares
Stock options and restricted stock units		2,269		1,716
Weighted average number of ordinary shares for diluted earnings per share		130,118		129,430
Earnings per share (€)
Basic		-0.80		-0.74
Diluted		-0.80		-0.74

	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 current macro-economic conditions and takes proactive action to reduce

credit limits if required.

The following table summarizes the movement in the expected credit loss allowances for

both trade receivables and unbilled receivables:

(€ in thousands)		2022		2021
Balance as at 1 January		-2,213		-2,702
Additions to provision		-912		-1,203
Receivables written off during the year as uncollectible		582		982
Unused amounts reversed		602		737
Currency translation differences		7		-27
Balance as at 31 December		-1,934		-2,213

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To measure the expected credit losses, trade receivables and unbilled receivables have

been grouped based on shared credit risk characteristics and the days past due as

presented below:

(€ in thousands)		2022		2021
Gross unbilled receivables		48,483		67,585
Gross trade receivables		67,492		58,117
		115,975		125,702
Of which:
Not overdue		107,303		119,964
Overdue less than 3 months		5,007		534
Between 3-6 months		1,533		1,999
More than 6 months		2,132		3,205
Gross receivables		115,975		125,702

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 2022, the total expected credit loss allowance represented

approximately 0.4% of group revenue (2021: 0.4%).

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

Foreign currency

The group operates internationally and conducts business in multiple currencies. Revenue

is earned in EUR, 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 2022 would have had the

following impact (increase/(decrease)) on profit or loss, and equity:

(€ in thousands)		2022			2021
		Strengthen	Weaken		Strengthen	Weaken
USD		218	-218		777	-777
GBP		-324	324		-356	356
PLN		-467	464		-298	298

This analysis assumes that all other variables remain constant. The analysis was

performed on the same basis as in 2021.

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 2022, the group’s net cash position was €304 million, which is

assessed to be sufficient to cover the group's liquidity needs.

Credit facility

In June 2019, the group entered a revolving credit facility comprising of €75 million and

an additional €40 million accordion option. The facility had an original maturity date of

June 2022 with a subsequent extension agreed until June 2023.

Given the group's strong cash position, the facility remained undrawn in the past few

years and based on forecasts, there were no expectations of utilizing it in the future.

Given this, the credit facility was terminated effective 2 February 2022.

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Interest rate

Interest rate risk arises primarily from the exposure to interest income/expense on cash

balances.

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 2022, the group had a net cash position (including fixed-term

deposits) of €304 million (2021: €356 million).

For further quantitative disclosures in respect of liquidity, interest rate and capital risks,

reference is made to note 22 and note 25.

28 FINANCIAL INSTRUMENTS

The group holds the following financial instruments for which additional disclosures are

provided in the notes as indicated:

(€ in thousands)		Note		2022		2021
Financial assets
Financial assets at amortized cost
Trade receivables		19		65,743		56,179
Fixed-term deposits		22		171,000		150,000
Cash and cash equivalents		22		132,729		205,820
Financial assets at fair value through profit or loss
Derivative instruments		21		131		136
Financial assets at fair value through other comprehensive income
Other investments				13,814		17,982
Total financial assets				383,417		430,117
Financial liabilities
Financial liabilities at amortized cost
Trade payables		23		6,102		14,022
Lease liabilities		16		37,725		33,339
Financial liabilities at fair value through profit or loss
Derivative instruments		21		192		0
Total financial liabilities				44,019		47,361

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

instruments.

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

		FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  | PAGE 104

	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:

(€ in thousands)		2022		2021
Other financial result		392		366
Foreign exchange result		3,219		7,354
Other financial result		3,611		7,720

The interest expense as presented in the consolidated statement of income relates mainly

to interest expense on cash balances and lease liabilities. (see note 27 Financial risk

management).

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

from derivative contracts. Derivative contracts are entered into to protect the group from

adverse exchange rate fluctuations that may result from PLN and INR (2021: PLN)

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.

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

		FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  | PAGE 105

Other disclosures

This section includes the notes on provisions, commitments and contingent liabilities,

remunerations of members of the Management Board and the Supervisory Board,

related party transactions and auditor’s remuneration.

30 PROVISIONS

(€ in thousands)		2022		2021
Non-current		18,237		33,484
Current		11,020		6,537
Total provisions		29,257		40,021

The movements in each category of provisions are as follows:

(€ in thousands)		Warranty		Claims and litigation		Employee benefits		Other		Total1
Balance as at 1 January 2021		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
Released		-550		-5,366		0		-1,203		-7,119
Balance as at 31 December 2021		5,935		9,474		21,407		3,205		40,021
Increases in provisions		1,297		455		-429		31,054		32,377
Utilized		-3,657		0		-8,444		-12,316		-24,417
Released1		-204		-4,441		0		-4,925		-9,570
Reclassified		0		0		0		-9,154		-9,154
Balance as at 31 December 2022		3,371		5,488		12,534		7,864		29,257

1Releases in claims and litigation mainly reflects the expiry of statute of limitations, while releases in warranty and

other provisions relate to unutilized provisions.

Other provisions in 2022 included a restructuring provision (€4.4 million) relating to the

re-alignment of our Maps organization as announced in June 2022. The initial amount

provided (€31 million) was made based on a best estimate of the impacted employees

and the expected settlement amounts. Due to redeployment of some of the impacted

employees, an amount of €4.9 million was released into the income statement. The

expected settlement amounts that have been agreed upon as at 31 December 2022 (€9.2

million) are presented under 'Personnel-related accruals' as disclosed in note 24.

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

	SECTION 6

		FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  | PAGE 106

	Employee benefits provision
	Employee benefits provision relates mainly to the defined benefit pension plan in Germany and Belgium as disclosed in note 8 and excludes restructuring provision.
	Other provision
	Other provision includes provisions for restructuring which is recognized only when a detailed formal plan has been finalized and management has raised valid expectation to those affected that the plan will be implemented.

	SIGNIFICANT ESTIMATES
	Warranty provision
	Management estimates the related provision for future warranty claims based on historical warranty claim information, as well as evaluating recent trends that might suggest that past cost information may differ from future claims. From the total warranty provision of €3 million (2021: €6 million), it is estimated that an amount of €2 million (2021: €3 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 (2021: €0.4 million).

31 COMMITMENTS, CONTINGENT ASSETS AND LIABILITIES

The group has long-term financial commitments, which are not shown in the group’s

balance sheet as at 31 December 2022. 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:

(€ in thousands)		2022		2021
Less than 1 year		55,692		70,882
Between 1-5 years		40,064		46,140
More than 5 years		630		840
Total commitments		96,386		117,862

The group has a guarantee facility of €5 million, of which a total amount of €3 million has

been issued (2021: €5 million and €3 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 2022.

	SECTION 6 | OTHER DISCLOSURES CONTINUED

		FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  | PAGE 107

32 RELATED PARTY TRANSACTIONS

A full overview of the remuneration of the Management Board and the Supervisory Board

is included in the Remuneration Report.

The expenses relating to remuneration of key management personnel are presented in

the following table:

(€)		Salary and bonus1		Other short- term benefits2		Post- employment benefits		Long-term incentives		Total remuneration3
2022
Management Board and Senior Leadership Team		6,196,965		108,825		241,598		3,601,158		10,148,546
Supervisory Board		236,790		0		0		0		236,790
Total remuneration		6,433,755		108,825		241,598		3,601,158		10,385,336
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

1In 2022, the total bonus expense amounted to €2.3 million versus €1.0 million in 2021.

2The other short-term benefits in 2022 and 2021 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 N.V., as disclosed in the

Corporate governance section under ‘Substantial shareholdings and short positions’.

33 AUDITOR’S REMUNERATION

The total remuneration to Ernst & Young Accountants LLP for the statutory audit of 2022

for the group amounted to €515,000 (2021: €500,000). The total service fees paid/

payable to the Ernst & Young network amounted to €657,000 (2021: €561,000). The full

amount is invoiced by Ernst & Young Accountants LLP and includes an amount of

€62,000 (2021: €61,000) for other statutory audits and €80,000 for a limited assurance

engagement on ESG.

Details of the audit and audit-related fees paid to EY can also be found in the Audit

Committee report.

34 SUBSEQUENT EVENTS

Reference is made to note H in the company financial statements.

	SECTION 6 | OTHER DISCLOSURES CONTINUED

		FINANCIALS | NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  | PAGE 108

	FINANCIALS
		Company financial statements
		Company statement of income	110
		Company balance sheet	110
		Notes to the company financial statements	111

		TOMTOM NV | ANNUAL REPORT 2022 | PAGE 109

Company statement of income

For the year ended 31 December

(€ in thousands)		Notes		2022		2021
General and administrative expenses		B		6,467		6,317
Operating result				-6,467		-6,317
Interest expense				-24,728		-11,823
Other financial result				0		0
Result before tax				-31,195		-18,140
Income tax gain				7,668		4,152
Result of subsidiaries after taxation		C		-79,208		-80,665
Net result				-102,735		-94,653

Company balance sheet

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

(€ in thousands)		Notes		2022		2021
Investments in subsidiaries		C		2,086,997		2,152,077
Total non-current assets				2,086,997		2,152,077
Receivables				46,806		39,383
Cash and cash equivalents				16		20
Total current assets				46,822		39,403
Total assets				2,133,819		2,191,480
Share capital				26,473		26,473
Share premium				338,124		338,124
Treasury shares				-30,482		-40,746
Other reserves		E		72,817		99,172
Accumulated result				-104,591		-45,647
Result for the year				-102,735		-94,653
Total shareholders’ equity		D		199,606		282,723
Intercompany payable		F		1,932,539		1,907,782
Total non-current liabilities				1,932,539		1,907,782
Other liabilities				1,674		975
Total current liabilities				1,674		975
Total equity and liabilities				2,133,819		2,191,480

	COMPANY STATEMENT OF INCOME & COMPANY BALANCE SHEET

		FINANCIALS | COMPANY FINANCIAL STATEMENTS | PAGE 110

A PRESENTATION OF FINANCIAL STATEMENTS AND RECOGNITION AND

MEASUREMENT PRINCIPLES

The description of the activities of TomTom N.V. (the company) and the company

structure, as included in the notes to the consolidated financial statements, also applies to

the company financial statements.

The company has prepared its company financial statements in accordance with Part 9 of

Book 2 of the Dutch Civil Code and, specifically, in accordance with section 362.8 of the

Dutch Civil Code. In doing so, it has applied the principles of recognition and

measurement as adopted in the consolidated financial statements (IFRS). Investments in

subsidiaries are accounted for using the equity method. For more information on the

accounting policy applied, and on the notes, please refer to the notes to the consolidated

financial statements.

B GENERAL AND ADMINISTRATIVE EXPENSES

The employees of the 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:

(€ in thousands)		2022		2021
Balance as at 1 January		2,152,077		2,215,621
Result of subsidiaries		-79,208		-80,665
Transfer to stock compensation reserve		9,060		4,497
Currency translation differences		2,406		4,795
Other direct equity movements		2,662		7,829
Balance as at 31 December		2,086,997		2,152,077

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 2022, please

refer to Consolidated statement of changes in equity in the consolidated financial

statements. Additional information on the shareholders’ equity is disclosed in note 25 of

the consolidated financial statements.

	NOTES TO THE COMPANY FINANCIAL STATEMENTS

		FINANCIALS | COMPANY FINANCIAL STATEMENTS | PAGE 111

E OTHER RESERVES

(€ in thousands)		Legal reserve participation		Cumulative translation reserve		Total legal reserve		Stock compensation reserve		Total other reserves
Balance as at 1 January 2021		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		5,927		5,927
Transfers between reserves		-42,523		0		-42,523		-3,471		-45,994
Balance as at 31 December 2021		65,757		14,475		80,232		18,940		99,172
Currency translation differences		0		2,406		2,406		0		2,406
Fair value remeasurement of financial instruments		-3,090		0		-3,090		0		-3,090
Stock compensation expenses		0		0		0		10,532		10,532
Transfers between reserves		-26,622		0		-26,622		-9,581		-36,203
Balance as at 31 December 2022		36,045		16,881		52,926		19,891		72,817

Legal reserve participation

Legal reserves are the non-distributable reserves that are recorded for an amount equal

to the restricted reserves of the company’s subsidiaries and the cumulative translation

reserve.

Stock compensation reserve

The stock compensation reserve represents the cumulative expense of issued stock

options that have been granted but not exercised and restricted stock units that have not

yet vested.

F INTERCOMPANY PAYABLES

Intercompany payables comprises loans provided by subsidiaries. The movement in the

payable balance reflects the interest charge during the year. The interest rate on the loan

during 2022 is based upon the applicable inter-bank offered rate plus a margin. When the

applicable interbank rates are below zero, the interest charge is set at the margin of 0.5%

(2021: 0.5%). Although no repayment period has been agreed the loan has a long-term

nature.

G OFF-BALANCE SHEET COMMITMENTS

The company has a guarantee facility of €5 million, of which a total amount of €3.1 million

has been issued (2021: €5 million and €2.7 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 have been no subsequent events from 31 December 2022 to the date of issue of

these financial statements.

	NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED

		FINANCIALS | COMPANY FINANCIAL STATEMENTS | PAGE 112

I PROPOSED APPROPRIATION OF RESULT

The Management Board proposes to add the net loss in full to the Accumulated result.

TomTom N.V.

Amsterdam, 3 February 2023

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

	NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED

		FINANCIALS | COMPANY FINANCIAL STATEMENTS | PAGE 113

	FINANCIALS
		Other information
		Other information	115
		Independent auditor's report	116

		TOMTOM NV | ANNUAL REPORT 2022 | PAGE 114

STATUTORY PROVISION WITH RESPECT TO APPROPRIATION OF RESULTS

According to the company’s Articles of Association, the company’s result is freely at the

disposal of the shareholders, provided that total shareholders’ equity exceeds the called-up

and paid-up capital of the company, increased by legal and statutory reserves.

STICHTING CONTINUÏTEIT TOMTOM

For a description of the Stichting Continuïteit TomTom, refer to the Corporate Governance

section in this Annual Report.

AUDITOR’S REPORT

Reference is made to the Independent auditor’s report section in this Annual Report.

	OTHER INFORMATION

		FINANCIALS | OTHER INFORMATION | PAGE 115

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

REPORT ON THE AUDIT OF THE 2022 FINANCIAL

STATEMENTS INCLUDED IN THE ANNUAL REPORT

OUR OPINION

We have audited the 2022 financial statements of TomTom N.V. based in Amsterdam, the

Netherlands. 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 2022, and of its result and its cash

flows for 2022 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 2022, and of its result for 2022 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 2022;

•the following statements for 2022: 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 2022;

•the company statement of income for 2022;

•the notes comprising a summary of the accounting policies and other explanatory

information.

BASIS FOR OUR OPINION

We conducted our audit in accordance with Dutch law, including the Dutch Standards on

Auditing. Our responsibilities under those standards are further described in the ‘Our

responsibilities for the audit of the financial statements’ section of our report.

We are independent of TomTom N.V. (the company or the group) in accordance with the

EU Regulation on specific requirements regarding statutory audit of public-interest

entities, the Wet toezicht accountantsorganisaties (Wta, Audit firms supervision act), 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

Consumer segment TomTom offers consumer products in the form of portable navigation

devices and mobile applications. Within the Location Technology segment TomTom

provides maps, software and services that enterprise and automotive customers integrate

into their applications.

We determined materiality and identified and assessed the risks of material misstatement

of the financial statements, whether due to fraud or error in order to design audit

procedures responsive to those risks and to obtain audit evidence that is sufficient and

appropriate to provide a basis for our opinion.

Materiality

Materiality		€5.3 million (2021: €5.0 million)
Benchmark applied		1.0% of revenue (2021: 1.0% of revenue)
Explanation		We determined materiality based on our understanding of the company’s business and our perception of the financial information needs of users of the financial statements. We considered that revenue is the most appropriate metric to determine materiality. The metric and percentage applied remained equal to prior year as the business and key metrics did not change significantly.

	INDEPENDENT AUDITOR'S REPORT

		FINANCIALS | OTHER INFORMATION | PAGE 116

We have also taken into account misstatements and/or possible misstatements that in our

opinion are material for the users of the financial statements for qualitative reasons.

We agreed with the Supervisory Board that misstatements in excess of € 265,000, which

are identified during the audit, would be reported to them, as well as smaller

misstatements that in our view must be reported on qualitative grounds.

Scope of the group audit

TomTom N.V. is the head of a group of entities. The financial information of this group is

included in the consolidated financial statements.

Because we are ultimately responsible for the opinion, we are also responsible for

directing, supervising and performing the group audit. In this respect we have determined

the nature and extent of the audit procedures to be carried out for group entities. Decisive

were the size and/or the risk profile of the group entities or operations. On this basis, we

selected group entities for which an audit or review had to be carried out on the complete

set of financial information or specific items.

TomTom’s processes are highly centralized and the majority of the transactions are

initiated, recorded, processed and reported on central level. We have applied a

centralized audit approach and all audit procedures are performed by the same team.

Our audit coverage for total assets and revenue can be summarized as follows:

•for total assets and liabilities our audit procedures achieved a coverage of 99.9%;

•for revenue our audit procedures achieved a coverage of 100%.

By performing the centralized procedures mentioned above at all components of the

group, together with additional procedures at group level, we have been able to obtain

sufficient and appropriate audit evidence about the group’s financial information to

provide an opinion on the consolidated financial statements.

Teaming and use of specialists

We ensured that the audit team included the appropriate skills and competences which

are needed for the audit of a listed client in the technology industry. We included

specialists in the areas of IT audit (including cybersecurity), forensics, sustainability,

impairment testing, pensions and income tax.

Our focus on climate-related risks

Climate-related risks can impact financial reporting. The Management Board summarized

the company’s commitments and obligations in relation to climate, and reported in the

section ‘Risk management and control’ of the management report how the company is

addressing climate-related and environmental risks. Furthermore, we refer to section ‘Our

impact – environmental footprint’ of the management report where the company

disclosed its assessment and implementation plans in connection to climate-related risks.

As part of our audit of the financial statements, we evaluated the extent to which climate-

related risks and the company’s commitments and (constructive) obligations, are taken

into account in estimates and significant assumptions, especially in the area of impairment

of goodwill. Furthermore, we read the management report and considered whether there

is any material inconsistency between the non-financial information in section ‘Our impact

– Environmental footprint’ and ‘Risk management and control’ of the Management Board

and the financial statements.

Based on the audit procedures performed, we do not deem climate-related risks to have a

material impact on the financial reporting judgements, estimates or significant

assumptions as at 31 December 2022.

Our focus on fraud and non-compliance with laws and regulations

Our responsibility

Although we are not responsible for preventing fraud or non-compliance and we cannot

be expected to detect non-compliance with all laws and regulations, it is our responsibility

to obtain reasonable assurance that the financial statements, taken as a whole, are free

from material misstatement, whether caused by fraud or error. The risk of not detecting a

material misstatement resulting from fraud is higher than for one resulting from error, as

fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the

override of internal control.

Our audit response related to fraud risks

We identified and assessed the risks of material misstatements of the financial statements

due to fraud. During our audit we obtained an understanding of the company and its

environment and the components of the system of internal control, including the risk

assessment process and the Management Board’s process for responding to the risks of

fraud and monitoring the system of internal control and how the Supervisory Board

exercises oversight, as well as the outcomes. We refer to section ‘Risk management and

control’ of the management report for the Management Board’s (fraud) risk assessment.

We evaluated the design and relevant aspects of the system of internal control and, in

particular, the (fraud) risk assessment, as well as the code of conduct, whistleblower

('Open Ears') procedures and incident registration. We evaluated the design and the

implementation of internal controls designed to mitigate fraud risks.

As part of our process of identifying fraud risks, we evaluated fraud risk factors with

respect to financial reporting fraud, misappropriation of assets and bribery and corruption

in  co-operation with our forensic specialists. We evaluated whether these factors indicate

that a risk of material misstatement due to fraud is present.

We incorporated elements of unpredictability in our audit, considered the outcome of our

other audit procedures and evaluated whether any findings were indicative of fraud or

non-compliance.

	INDEPENDENT AUDITOR'S REPORT CONTINUED

		FINANCIALS | OTHER INFORMATION | PAGE 117

As in all of our audits, we addressed the risks related to management override of controls.

For these risks we have performed procedures among others to evaluate key accounting

estimates for management bias that may represent a risk of material misstatement due to

fraud, in particular relating to important judgment areas and significant accounting

estimates as disclosed in Note 3 to the financial statements. We have used data analysis

to identify and address high-risk journal entries and evaluated the business rationale (or

the lack thereof) of significant extraordinary transactions, including those with related

parties. These risks did not require significant auditor’s attention.

The following fraud risks identified did require significant attention during our audit.

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

We considered available information and made enquiries of relevant executives, directors,

internal audit, legal, compliance and the Supervisory Board.

The fraud risks we identified, enquiries and other available information did not lead to

specific indications for fraud or suspected fraud potentially materially impacting the view

of the financial statements.

Our audit response related to risks of non-compliance with laws and regulations

We performed appropriate audit procedures regarding compliance with the provisions of

those laws and regulations that have a direct effect on the determination of material

amounts and disclosures in the financial statements. Furthermore, we assessed factors

related to the risks of non-compliance with laws and regulations that could reasonably be

expected to have a material effect on the financial statements from our general industry

experience, through discussions with the Management Board, reading minutes, inspection

of internal audit and compliance reports, and performing substantive tests of details of

classes of transactions, account balances or disclosures.

We also inspected lawyers’ letters and we have been informed by the Management Board

that there was no correspondence with regulatory authorities and remained alert to any

indication of (suspected) non-compliance throughout the audit. Finally, we obtained

written representations that all known instances of non-compliance with laws and

regulations have been disclosed to us.

Our audit response related to going concern

As disclosed in section ‘Going concern’ in Note 2 ‘Basis for preparation’, ‘Capital’ in Note

27 ‘Financial risk management’ to the financial statements, and section ‘In control and

responsibility statement’ in the management report, the financial statements have been

prepared on a going concern basis. When preparing the financial statements, the

Management Board made a specific assessment of the company’s ability to continue as a

going concern and to continue its operations for the foreseeable future.

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.

We discussed and evaluated the specific assessment with the Management Board

exercising professional judgment and maintaining professional skepticism. We considered

whether management’s going concern assessment, based on our knowledge and

understanding obtained through our audit of the financial statements or otherwise,

contains all relevant events or conditions that may cast significant doubt on the

company’s ability to continue as a going concern.

Based on our procedures performed, we did not identify material uncertainties about

going concern. Our conclusions are based on the audit evidence obtained up to the date

of our auditor’s report. However, future events or conditions may cause a company to

cease to continue as a going concern.

Our key audit matters

Key audit matters are those matters that, in our professional judgment, were of most

significance in our audit of the financial statements. We have communicated the key audit

matter to the Supervisory Board. The key audit matter is not a comprehensive reflection of

all matters discussed.

In comparison with previous year, the nature of our key audit matter did not change.

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

	INDEPENDENT AUDITOR'S REPORT CONTINUED

		FINANCIALS | OTHER INFORMATION | PAGE 118

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

management report and the other information as required by Part 9 of Book 2 of the

Dutch Civil Code and as required by Sections 2:135b and 2:145 sub‑section 2 of the

Dutch Civil Code for the remuneration report.

We have read the other information. Based on our knowledge and understanding

obtained through our audit of the financial statements or otherwise, we have considered

whether the other information contains material misstatements. By performing these

procedures, we comply with the requirements of Part 9 of Book 2 and Section 2:135b sub-

Section 7 of the Dutch Civil Code and the Dutch Standard 720. The scope of the

procedures performed is substantially less than the scope of those performed in our audit

of the financial statements.

The Management Board is responsible for the preparation of the other information,

including the management report in accordance with Part 9 of Book 2 of the Dutch Civil

Code and other information required by Part 9 of Book 2 of the Dutch Civil Code. The

Management Board and the Supervisory Board are responsible for ensuring that the

remuneration report is drawn up and published in accordance with Sections 2:135b and

2:145 sub‑section 2 of the Dutch Civil Code.

	INDEPENDENT AUDITOR'S REPORT CONTINUED

		FINANCIALS | OTHER INFORMATION | PAGE 119

REPORT ON OTHER LEGAL AND REGULATORY

REQUIREMENTS AND ESEF

Engagement

We were engaged by the Supervisory Board as auditor of TomTom N.V. on 24 April 2015,

as of the audit for the year 2015 and have operated as statutory auditor ever since that

date.

No prohibited non-audit services

We have not provided prohibited non-audit services as referred to in Article 5(1) of the EU

Regulation on specific requirements regarding statutory audit of public-interest entities.

European Single Electronic Reporting Format (ESEF)

TomTom N.V. has prepared the annual report in ESEF. The requirements for this are set

out in the Delegated Regulation (EU) 2019/815 with regard to regulatory technical

standards on the specification of a single electronic reporting format (hereinafter: the RTS

on ESEF).

In our opinion, the annual report, prepared in the XHTML format, including the (partially)

marked-up consolidated financial statements, as included in the reporting package by

TomTom N.V., complies in all material respects with the RTS on ESEF.

The Management Board is responsible for preparing the annual report, including the

financial statements, in accordance with the RTS on ESEF, whereby the Management

Board combines the various components into a single reporting package.

Our responsibility is to obtain reasonable assurance for our opinion whether the annual

report in this reporting package complies with the RTS on ESEF.

We performed our examination in accordance with Dutch law, including Dutch Standard

3950N ’Assurance-opdrachten inzake het voldoen aan de criteria voor het opstellen van

een digitaal verantwoordingsdocument’ (assurance engagements relating to compliance

with criteria for digital reporting). Our examination included amongst others:

•obtaining an understanding of the company’s financial reporting process, including the

preparation of the reporting package;

•identifying and assessing the risks that the annual report does not comply in all material

respects with the RTS on ESEF and designing and performing further assurance

procedures responsive to those risks to provide a basis for our opinion, including:

◦obtaining the reporting package and performing validations to determine whether

the reporting package containing the Inline XBRL instance document and the XBRL

extension taxonomy files, has been prepared in accordance with the technical

specifications as included in the RTS on ESEF;

◦examining the information related to the consolidated financial statements in the

reporting package to determine whether all required mark-ups have been applied

and whether these are in accordance with the RTS on ESEF.

DESCRIPTION OF RESPONSIBILITIES REGARDING

THE FINANCIAL STATEMENTS

RESPONSIBILITIES OF THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD FOR

THE FINANCIAL STATEMENTS

The Management Board is responsible for the preparation and fair presentation of the

financial statements in accordance with EU-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 framework mentioned, the Management Board should prepare the

financial statements using the going concern basis of accounting unless the Management

Board either intends to liquidate the company or to cease operations, or has no realistic

alternative but to do so. The Management Board should disclose events and

circumstances that may cast significant doubt on the company’s ability to continue as a

going concern in the financial statements.

The Supervisory Board is responsible for overseeing the company’s financial reporting

process.

OUR RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objective is to plan and perform the audit engagement in a manner that allows us to

obtain sufficient and appropriate audit evidence for our opinion.

Our audit has been performed with a high, but not absolute, level of assurance, which

means we may not detect all material errors and fraud during our audit.

Misstatements can arise from fraud or error and are considered material if, individually or

in the aggregate, they could reasonably be expected to influence the economic decisions

of users taken on the basis of these financial statements. The materiality affects the

nature, timing and extent of our audit procedures and the evaluation of the effect of

identified misstatements on our opinion.

We have exercised professional judgment and have maintained professional skepticism

throughout the audit, in accordance with Dutch Standards on Auditing, ethical

requirements and independence requirements. The ‘Information in support of our opinion’

section above includes an informative summary of our responsibilities and the work

performed as the basis for our opinion.

	INDEPENDENT AUDITOR'S REPORT CONTINUED

		FINANCIALS | OTHER INFORMATION | PAGE 120

Our audit further included among others:

•performing audit procedures responsive to the risks identified, and obtaining audit

evidence that is sufficient and appropriate to provide a basis for our opinion;

•obtaining an understanding of internal control relevant to the audit in order to design

audit procedures that are appropriate in the circumstances, but not for the purpose of

expressing an opinion on the effectiveness of the company’s internal control;

•evaluating the appropriateness of accounting policies used and the reasonableness of

accounting estimates and related disclosures made by the Management Board;

•evaluating the overall presentation, structure and content of the financial statements,

including the disclosures;

•evaluating whether the financial statements represent the underlying transactions and

events in a manner that achieves fair presentation.

Communication

We communicate with the Supervisory Board regarding, among other matters, the

planned scope and timing of the audit and significant audit findings, including any

significant findings in internal control that we identify during our audit. In this respect we

also submit an additional report to the audit committee of the Supervisory Board in

accordance with Article 11 of the EU Regulation on specific requirements regarding

statutory audit of public-interest entities. The information included in this additional report

is consistent with our audit opinion in this auditor’s report.

We provide the Supervisory Board with a statement that we have complied with relevant

ethical requirements regarding independence, and to communicate with them all

relationships and other matters that may reasonably be thought to bear on our

independence, and where applicable, related safeguards.

From the matters communicated with the Supervisory Board, we determine the key audit

matters: those matters that were of most significance in the audit of the financial

statements. We describe these matters in our auditor’s report unless law or regulation

precludes public disclosure about the matter or when, in extremely rare circumstances,

not communicating the matter is in the public interest.

The Hague, 3 February 2023

Ernst & Young Accountants LLP

Signed by T. de Kuijper

	INDEPENDENT AUDITOR'S REPORT CONTINUED

		FINANCIALS | OTHER INFORMATION | PAGE 121

	SUPPLEMENTARY INFORMATION
		Key figures overview	123
		Non-financial reporting information	126
		Limited assurance report	133
		Definitions and abbreviations	135
		Forward-looking statements	136
		Non-GAAP measures	137

		TOMTOM NV | ANNUAL REPORT 2022 | PAGE 122

Statement of income overview

(€ in thousands, unless stated otherwise; quarterly data unaudited)		FY 2019		FY 2020		FY 2021		Q1 2022		Q2 2022		Q3 2022		Q4 2022		FY 2022
Revenue		700,759		528,185		506,926		128,449		132,578		136,303		139,013		536,343
Cost of sales		185,557		104,794		99,821		19,313		22,825		26,381		18,100		86,619
Gross profit		515,202		423,391		407,105		109,136		109,753		109,922		120,913		449,724
Research and development expenses - Geographic data		456,107		429,810		219,808		56,531		54,945		50,548		43,736		205,760
Research and development expenses - Application layer		127,871		137,580		146,209		39,365		43,658		45,768		42,713		171,504
Sales and marketing expenses		67,051		57,556		45,181		10,506		12,077		13,568		14,202		50,353
General and administrative expenses		95,130		86,155		89,098		22,567		54,539		17,823		24,791		119,720
Total operating expenses		746,159		711,101		500,296		128,969		165,219		127,707		125,442		547,337
Operating result		-230,957		-287,710		-93,191		-19,833		-55,466		-17,785		-4,529		-97,613
Financial result		-3,432		-7,307		6,329		-279		2,160		1,826		-889		2,818
Result before tax		-234,389		-295,017		-86,862		-20,112		-53,306		-15,959		-5,418		-94,795
Income tax (expense)		41,424		37,378		-7,791		-1,378		-1,670		-1,525		-3,367		-7,940
Net result1		-192,965		-257,639		-94,653		-21,490		-54,976		-17,484		-8,785		-102,735
Net profit from discontinued operations		825,852		0		0		0		0		0		0		0
Net result attributable to equity holders of the parent		632,887		-257,639		-94,653		-21,490		-54,976		-17,484		-8,785		-102,735
Margins
Gross margin (%)2		74%		80%		80%		85%		83%		81%		87%		84%
EBIT margin (%)2		-33%		-54%		-18%		-15%		-42%		-13%		-3%		-18%
Basic number of shares (in thousands)		170,973		130,562		127,714		126,991		127,779		128,238		128,370		127,849
Diluted number of shares (in thousands)		172,880		131,706		129,430		128,739		129,356		130,027		130,314		130,118
Earnings per share
Basic EPS (€)		-1.13		-1.97		-0.74		-0.17		-0.43		-0.14		-0.07		-0.80
Diluted EPS (€)		-1.13		-1.97		-0.74		-0.17		-0.43		-0.14		-0.07		-0.80

1.Fully attributable to equity holders of the parent.

2.Non-GAAP measure, refer to page 137.

	KEY FIGURES OVERVIEW

		SUPPLEMENTARY INFORMATION | PAGE 123

Statement of cash flows overview

(€ in thousands, quarterly data unaudited)			FY 2019		FY 2020		FY 2021		Q1 2022		Q2 2022		Q3 2022		Q4 2022		FY 2022
Operating result			-211,941		-287,710		-93,191		-19,833		-55,466		-17,785		-4,529		-97,613
Foreign exchange adjustments			-319		-4,887		7,904		1,392		4,574		4,340		-3,933		6,373
Depreciation and amortization			291,985		285,609		73,671		15,244		14,369		13,720		13,339		56,672
Change in provisions			-28,132		-4,336		-7,474		-590		29,745		-26,674		-4,953		-2,472
Equity-settled stock compensation expenses			4,533		6,437		5,934		1,774		2,713		3,113		2,932		10,532
Other non-cash movements			0		0		-46		0		-42		0		-27		-69
Changes in working capital:
	Change in inventories		3,461		-2,932		8,772		2,876		2,633		-306		-117		5,086
	Change in receivables and prepayments		-5,353		13,741		17,883		-10,311		152		-924		1,919		-9,164
	Change in liabilities (excluding provisions)1		52,369		-17,215		32,289		-6,018		3,108		30,005		-21,971		5,124
Cash flow from operations			106,603		-11,293		45,742		-15,466		1,786		5,489		-17,340		-25,531
Interest received			1,186		1,082		326		5		64		9		311		389
Interest paid			-2,311		-1,956		-1,716		-365		-307		-247		-264		-1,183
Corporate income taxes paid			-11,799		-8,013		-7,569		-1,107		-345		-1,376		-2,255		-5,083
Cash flow from operating activities			93,679		-20,180		36,783		-16,933		1,198		3,875		-19,548		-31,408
Investments in intangible assets			-11,416		0		0		-5,053		-24		-116		-78		-5,271
Investments in property, plant and equipment			-12,644		-6,298		-13,274		-1,258		-998		-1,141		-1,498		-4,895
Net cash inflow from business disposal			873,439		0		0		0		0		0		0		0
Dividends received			287		162		366		0		224		0		168		392
Change in fixed-term deposits			-222,579		79,650		-7,070		0		14,000		-80,000		45,000		-21,000
Cash flow from investing activities			627,087		73,514		-19,978		-6,311		13,202		-81,257		43,592		-30,774
Payment of lease liabilities			-15,615		-15,595		-14,785		-3,586		-3,599		-3,635		-3,549		-14,369
Repayment of capital			-750,949		0		0		0		0		0		0		0
Proceeds on issue of ordinary shares			7,448		2,484		4,561		1,464		1,650		937		0		4,051
Purchase of treasury shares			0		-16,569		-33,431		0		0		0		0		0
Cash flow from financing activities			-759,116		-29,680		-43,655		-2,122		-1,949		-2,698		-3,549		-10,318
Net increase/(decrease) in cash and cash equivalents			-38,350		23,654		-26,850		-25,366		12,451		-80,080		20,495		-72,500
Cash and cash equivalents at the beginning of period			252,112		213,941		231,520		205,820		180,652		193,364		113,808		205,820
Exchange rate changes on cash balances held in foreign currencies			179		-6,075		1,150		198		261		524		-1,574		-591
Cash and cash equivalents at the end of the period			213,941		231,520		205,820		180,652		193,364		113,808		132,729		132,729

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

	KEY FIGURES OVERVIEW CONTINUED

		SUPPLEMENTARY INFORMATION | PAGE 124

Reconciliation to free cash flow overview

(€ in thousands, quarterly data unaudited)			FY 2019		FY 2020		FY 2021		Q1 2022		Q2 2022		Q3 2022		Q4 2022		FY 2022
Calculation of free cash flow
Cash flow from operating activities			93,679		-20,180		36,783		-16,933		1,198		3,875		-19,548		-31,408
Investments in intangible assets			-11,416		0		0		-5,053		-24		-116		-78		-5,271
Investments in property, plant and equipment			-12,644		-6,298		-13,274		-1,258		-998		-1,141		-1,498		-4,895
Free cash flow from total operations			69,619		-26,478		23,509		-23,244		176		2,618		-21,124		-41,574
Free cash flow from discontinued operations			-3,866		0		0		0		0		0		0		0
Free cash flow1			65,753		-26,478		23,509		-23,244		176		2,618		-21,124		-41,574
Restructuring-related cash flow2			0		0		0		0		0		5,849		6,539		12,388
Free cash flow excluding restructuring1			65,753		-26,478		23,509		-23,244		176		8,467		-14,585		-29,186

1Non-GAAP measure, refer to page 137.

2Restructuring charges are related to the Maps realignment announced in June 2022.

	KEY FIGURES OVERVIEW CONTINUED

		SUPPLEMENTARY INFORMATION | PAGE 125

PURPOSE

This section includes certain contextual information related to TomTom's ESG disclosures,

included in the Our Impact chapter and the sections contained therein.

MATERIALITY ASSESSMENT

To ensure our efforts on ESG are aligned with our stakeholders' interests, we performed a

materiality assessment. The annual materiality assessment ensures TomTom is aware of what

is going on in the world, what is important for our stakeholders, where we can have an

impact, and how we should increase our efforts. We conducted an extensive assessment in

2022, which consisted of several steps.

We started with a thorough process to identify our key stakeholders (both internal and

external), followed by the interviewing or surveying of each of these stakeholders to receive

their input on a broad range of themes that may be considered relevant for TomTom. This

process resulted in a list of material topics. Our stakeholders were asked to rank these

material topics by way of a broad survey, enabling us to create a materiality matrix.

Materiality matrix

Below is the materiality matrix that resulted from our stakeholder interactions.

The highest-ranking themes are related to our employees and our investments in them, our

products and their potential to enable carbon emissions reductions, and data security and

privacy governance.

Another important theme is the diversity and inclusion of our workforce, as it affects our

employees' well-being and TomTom's attractiveness as an employer. Lastly, TomTom's own

emissions are also considered a material theme, though stakeholders suggested emission-

related themes to be less pertinent to TomTom throughout the materiality assessment.

Selection of themes

Based on our stakeholders' inputs, captured in the materiality matrix, we center our efforts

around five themes. These themes are as captured from our stakeholders, with the exception

of the pairs of product-related and emissions-related themes, which we both combined into

one resulting in the following themes:

•Employer of choice;

•Diversity and inclusion;

•Technologies that reduce emissions and improve road safety;

•CO2 emissions; and

•Security and data privacy.

KPI PERFORMANCE

For each of the material themes, we have defined a KPI which is discussed in detail in the

Our Impact chapter. A summary of our performance is presented in the table below. The

below table omits our performance on the KPI related to the material theme 'Technologies

that reduce emissions and improve road safety' as this was outside of the assurance scope.

KPI	Target	Performance 2022
Employee Engagement Score	Top-in-class employer with 4th quartile benchmark score by 2025	Employee Engagement Score of 75 (average of two surveys)
Gender diversity ratio	30% female representation at company level; and 20% for senior management (director and above) by 2025	Female representation of 27% at company level; and 17% for senior management.
Scope 1 and 2 CO2e emissions Scope 3 CO2e cloud emissions	Carbon neutral on Scope 1 and 2 by 2030	1,860 tCO2e Scope 1 emissions; 1,305 tCO2e Scope 2 emissions; and 187 tCO2e Scope 3 cloud emissions
Percentage of engineers certifiably trained on security	75% of engineers certifiably trained on security by 2025	8% of engineers certifiably trained on security in 2022 (9% cumulative by end of 2022)

Below, the methodology applied in measuring the performance on each of our KPIs is

discussed in detail.

	NON-FINANCIAL REPORTING INFORMATION

		SUPPLEMENTARY INFORMATION | PAGE 126

EMPLOYER OF CHOICE

This theme centers around TomTom's reputation as an employer of choice. This is an

important determinant of success in attracting and retaining the right talent. This success is

quantified by measuring employee engagement, which is selected as this theme's KPI. Our

target for employee engagement is to be a top-in-class, scoring with 4th quartile benchmark

to be reached by 2025

Measurement of employee engagement

Employee engagement is measured biannually, through an anonymous survey sent out to all

employees (further referred to as 'the employees'). Contractors, as well as employees whom

we know will be leaving the company, are excluded from the survey results.

For this survey, we use software called Glint, which is widely used and also provides the

Technology industry benchmark scores against which we measure our performance.

Controls are in place to ensure a complete list of employees is shared with Glint, so that all

employees are given the opportunity to respond to the survey. The outcome of the survey

can range between 0 and 100.

DIVERSITY AND INCLUSION

The diversity of our workforce and the level of inclusion our employees experience are the

central points of this theme. We have chosen one axis of diversity, gender, as an indicator for

company-wide diversity. This allows us to measure progress on this theme. We have set a

target of 30% female representation within TomTom, and 20% female representation for

senior management, to be reached by 2025.

Measurement of diversity and inclusion

Data on our workforce is captured in our HR tool, which includes gender data. For the

measurement of this KPI, employees with both fixed as well as temporary contracts are

considered. Our HR analytics department reports on the gender representation of our

company.

Our employees can identify themselves as male, female, and non-binary, and have the option

to withhold from disclosing their gender should they prefer so. Less than 1% of our workforce

prefers not to disclose their gender identity or identifies as non-binary.

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

in our HR tool.

TECHNOLOGIES THAT REDUCE EMISSIONS AND IMPROVE ROAD SAFETY

This theme centers around the positive impact our products and services can have on

reducing emissions and improving road safety. Even though we have set a KPI related to this

theme, we are in the process of developing a methodology to determine the total CO2

savings enabled by our traffic product. These calculations are complex and based on a wide

variety of assumptions, and are yet to be matured. As such, we do not report in detail on the

net CO2 reduction enabled by our traffic product in 2022, and have not set a longer-term

target yet.

Measurement of emission savings

Our traffic services enable our users to avoid traffic jams and drive at a more fuel-efficient,

constant speed. To estimate the impact of our traffic services and the enabled reduction of

carbon emissions, we randomly sampled 50,000 trips with different lengths. Throughout

these anonymous calculations, a safety, security, and privacy-by-design approach is used to

ensure user privacy, security, and safeguarding of personal data.

We combined the sampled trip data with the average consumption of trips independent of

trip length or duration, or speed. Based on external research data, fuel efficiency for internal

combustion engines is most efficient in the range between 50km/hour and 80km/hour. We

can calculate the average trip distance and speed, both for drivers receiving our traffic

services as well as drivers that do not use our traffic services. Subsequently, we can estimate

the average CO2 emission saved per driven kilometer.

This average figure is then upscaled by the observed total number of kilometers our traffic

services users drive annually. In this calculation, we take into consideration the percentage of

journeys that experience traffic congestion. As a result, the total savings are determined,

under the assumption that users receiving our traffic services have also made use of these

traffic services.

The preliminary estimates show that by using our traffic services, the CO2 emissions per

driven kilometer decrease. This gross effect of driving at a more optimal speed is partially

offset by the driving of a potentially longer route. Even so, the preliminary estimates further

indicate that the overall CO2 savings from our traffic services exceeds our combined Scope 1

and Scope 2 emissions.

	NON-FINANCIAL REPORTING INFORMATION CONTINUED

		SUPPLEMENTARY INFORMATION | PAGE 127

CO2 EMISSIONS

This theme is centered around the emissions originating from our day-to-day operations.

Based on the conducted materiality assessment, it appears stakeholders consider TomTom's

own emissions a lesser material theme for TomTom. Nevertheless, we deem it our

responsibility to minimize our environmental footprint and, therefore, consider our CO2

emissions to be an important KPI. We have set a target to become carbon neutral in relation

to our Scope 1 and Scope 2 emissions by 2030.

We started reporting on our emissions in 2021, which was a first step in disclosing the

emissions computed in accordance with the methods set out in the GHG Protocol. Under the

GHG Protocol, emissions are categorized into Scope 1, 2, and 3. Scope 1 focuses on direct

emissions, mainly from company facilities and vehicles. Scope 2 captures indirect emissions

resulting from purchased electricity, district heating, and cooling. Scope 3 focuses on all

other indirect emissions that occur in a company’s value chain, both upstream and

downstream. As a first step toward capturing our Scope 3 emissions, we are reporting on the

emissions from our cloud computing usage.

Aside from categorizing emissions into three scopes, the GHG Protocol also provides

guidance on how to set organizational boundaries as regards to emissions reporting. We

report on emissions from all entities over which we have operational control, as per the

organizational boundary-setting methodology under the GHG Protocol. Consequently, our

reporting includes emissions from owned as well as leased assets.

Measurement of Scope 1 emissions

The reported Scope 1 emission figures have been carefully computed. Due to limited real-

time data availability, we have applied 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 actual emissions from

individual assets. This method requires detailed consumption data. Should these data not be

available, the average-data method allows us to calculate emissions from assets using

externally sourced emission factors and intensities. Figures for most sources of emissions are

computed using a combination of the asset-specific and average-data method, as applicable.

Facilities

A portion of our Scope 1 emissions originate with fossil fuel consumption for office heating

and fugitive refrigerant. These emissions are estimated using actual consumption data for all

of our offices in the Netherlands, our Lebanon, NH, office, our offices in Lodz, and a few

minor offices. During 2022, there were no leakages of refrigerants reported for these offices.

For offices and leased coworking spaces for which we do not have actual consumption data,

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 gross leasable floor space, to arrive at emission estimates.

Vehicle fleet

Our vehicles also contribute to our Scope 1 emissions. We operate a fleet of leased

passenger vehicles and an array of specialist MoMa vehicles.

We collected consumption data for all MoMa vehicles and the vast majority of leased

passenger vehicles. Fuel consumption is converted to emissions using established emission

factors per fuel source. For four of the 254 passenger vehicles, emissions were estimated

using average vehicle emissions across our fleet, as consumption and mileage data was not

available.

Emission factors and important other assumptions

As per the GHG Protocol, we have prioritized the asset-specific method of calculating our

emissions over other methods. Data on our consumption was calculated from bills, invoices,

and (smart) consumption meters, where applicable.

As previously indicated, where consumption data was not available, we extrapolated actual

usage or worked with consumption intensities, reported per gross leasable floor space and

corrected for applied heating and cooling methods, localized climate, and building use.

These consumption intensities were gathered from the EIA's most recent CBECS study, while

correcting for localized climate was mainly done using EIA data and data from European

Climate Design.

To make the translation from consumption figures to emissions, we relied on emission factors

for each type of consumed fuel as reported by the U.S. EIA. In applying the reported emission

factor for natural gas, which was based on gigajoules, our natural gas consumption was

translated to gigajoules using net calorific values per cubic meter as reported by the

Netherlands Enterprise Agency.

Measurement of Scope 2 emissions

Scope 2 includes our indirect emissions from purchased electricity and district heating.

These emissions center around our office locations, both owned and leased.

Facilities

Actual consumption data was available for our offices in the Netherlands, our Lebanon, NH,

office, our offices in Lodz, and a few minor offices. For the offices for which we could not

obtain actual data, we used average-data formulas to estimate energy consumption for other

offices. Consumption was estimated by using energy intensity figures from EIA’s CBECS and

gross leasable floor area data. This is in line with the GHG Protocol. We aim to strengthen our

data collection in 2023 to further improve data accuracy and consistency.

Having collected or estimated consumption figures, our emissions from purchased electricity

and district heating are computed using grid average emission factors per location. Since we

employ renewable energy certificates for our offices in the Netherlands, Belgium, Poland,

and some other locations, the GHG Protocol demands us to report on Scope 2 emissions

using two methods. Using the market-based method, we take these certificates into

consideration, thereby lowering our overall footprint. Conversely, the location-based method

does not allow for the consideration of contractual instruments.

	NON-FINANCIAL REPORTING INFORMATION CONTINUED

		SUPPLEMENTARY INFORMATION | PAGE 128

Emission factors and important other assumptions

Data on the consumption of electricity, heating, and cooling, was collected from (smart)

consumption meters, invoices, and bills, where applicable. For offices for which we were not

able to collect actual consumption data, we made use of consumption intensities, corrected

for applied heating and cooling methods, local climate, and building use, from the EIA's most

recent CBECS study. Corrections for local climate where made using assumed climate

regions gathered from the EIA and data from European Climate Design.

To convert consumption data to emissions, we apply grid average emission data from a

multitude of local sources. For our offices in Europe, we leverage data from the European

Environment Agency, while U.S. grid average emissions are gathered from the U.S.

Environmental Protection Agency. Similarly, grid average emissions from local national

bodies were used for other countries. In all, locale-specific grid average emissions were used

for both emissions from purchased electricity as well as purchased heating and cooling.

Measurement of Scope 3 cloud emissions

Scope 3 cloud emissions include the Scope 1 and 2 emissions of our cloud providers. These

emissions are measured via dashboards provided by our cloud providers in which we can

monitor our emissions. In cases where emission data was not available for one or two months

of the year, emission data were extrapolated based on current-year as well as previous years'

usage trends.

SECURITY AND DATA PRIVACY

Security and data privacy are essential to our products and services. This theme centers

around how we follow a safety, security, and privacy-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.

We have established a Group Safety and Security function and implemented related

processes and controls. Further, reporting is in place on relevant topics, such as the risk of

security breaches in our information systems and our products and services. The Safety and

Security Committee meets regularly and monitors the risks, required investments, and

progress made to reduce safety and security risk.

It is very important for us that the safety and security of our products is of the highest

standards, and security training is an important element to achieve this. We have several

types of training available ranging from group-wide continuous security awareness trainings

for all employees, to dedicated training for small groups. In 2022, we started a new program

named Security Journey, that provides in-depth training on security tailored to the software

engineers and the programs they are working on. The training is intended to help identify

potential security vulnerabilities early and reduce the number of vulnerabilities in programs

over time.

Measurement

The security training for our software engineers consists of several learning paths. Each

learning path contains a variety of modules. For example, the white belt (foundational)

training path contains 16 modules, and the yellow belt (in-depth security principles, attacks,

tools and processes) training path consists of 20 modules. To obtain the belt, all these

modules must be completed. As a minimum, our software engineers working on customer-

facing applications have to complete the white and yellow belt path. Depending on the

specific roles or types of code being used, our software engineers have to follow additional

learning paths. For our KPI, we only track the training paths that are applicable to all software

engineers. In case a belt is completed and the training path changes afterwards, the software

engineers are still regarded as having successfully completed the training. The program that

is relevant in assessing whether a software engineer completed the training is the program

as it was at the time all modules were completed and approved.

The security training is online, and the platform offers dashboard capability that makes it

possible to track which software engineers have completed their security training. Within

TomTom, we split roles into software engineering versus non-software engineering roles, as

administrated in our HR tooling. A software engineer at TomTom is defined as someone who

designs, develops, tests, or deploys, and manages our software or services. For TomTom,

software engineers are working in the clusters 'maps' and 'platform products'. For this KPI, we

only include software engineers who are employed by TomTom. Contractors are excluded.

In order to calculate the percentage of software engineers that completed a white and yellow

belt training path as per 31 December, we divide the number of software engineers that

completed both belts by the employed software engineering workforce.

EXTERNAL ASSURANCE

EY has provided limited assurance on the section 'Materiality matrix' as included on page

126, and on TomTom's performance on the KPIs, as listed in the 'Performance 2022' column

in the table on page 126. This covers the material themes:

•MT1 "Employer of choice";

•MT2 "Diversity and inclusion";

•MT4 "CO2 emissions"; and

•MT5 " Security and Data Privacy".

Please refer to the Limited Assurance report of the independent auditor on page 133. No

assurance has been requested on KPI MT3 "Technologies that reduce emissions and

improve road safety". We aim to obtain assurance on MT3 in 2023.

	NON-FINANCIAL REPORTING INFORMATION CONTINUED

		SUPPLEMENTARY INFORMATION | PAGE 129

EU TAXONOMY ANALYSIS ON TURNOVER

Substantial contribution criteria

Do no significant harm criteria

Economic activities

Codes

Absolute Turnover (€ '000)

Proportion of Turnover

Climate change mitigation

Climate change adaptation

Climate change mitigation

Climate change adaptation

Water and marine resources

Circular economy

Pollution

Biodiversity and ecosystems

Minimum safeguards

Taxonomy aligned proportion of Turnover, 2022

Taxonomy aligned proportion of Turnover, 2021

Category (enabling category)

Category (transitional activity)

A. Taxonomy eligible

A.1. Environmentally sustainable activities

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

0

—%

A.2. Taxonomy eligible but not environmentally sustainable activities (non Taxonomy aligned activities)

Turnover of Taxonomy eligible but not environmentally sustainable activities

Total (A.1 + A.2)

B. Taxonomy non eligible activities

0

—%

Turnover of taxonomy non eligible activities

536,343

100%

Total (A + B)

536,343

100%

	NON-FINANCIAL REPORTING INFORMATION CONTINUED

		SUPPLEMENTARY INFORMATION | PAGE 130

EU TAXONOMY ANALYSIS ON CAPEX

Substantial contribution criteria

Do no significant harm criteria

Economic activities

Codes

Absolute CAPEX1 (€ '000)

Proportion of CAPEX

Climate change mitigation

Climate change adaptation

Climate change mitigation

Climate change adaptation

Water and marine resources

Circular economy

Pollution

Biodiversity and ecosystems

Minimum safeguards

Taxonomy aligned proportion of CAPEX, 2022

Taxonomy aligned proportion of CAPEX, 2021

Category (enabling category)

Category (transitional activity)

A. Taxonomy eligible

A.1. Environmentally sustainable activities

Installation, maintenance, and repair of energy efficient equipment

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

23

0.10%

100%

—

Y

Y

Y

Y

Y

Y

Y

0.10%

Installation, maintenance, and repair of charging stations for electric vehicles in buildings (and parking spaces attached to buildings)

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

22

0.10%

100%

—

Y

Y

Y

Y

Y

Y

Y

0.10%

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

45

0.20%

A.2. Taxonomy eligible but not environmentally sustainable activities (non Taxonomy aligned activities)

0

—%

CAPEX of Taxonomy eligible but not environmentally sustainable activities

0

—%

Total (A.1 + A.2)

45

0.20%

B. Taxonomy non eligible activities

Turnover of taxonomy non eligible activities

28,056

99.80%

Total (A + B)

28,101

100.00%

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

	NON-FINANCIAL REPORTING INFORMATION CONTINUED

		SUPPLEMENTARY INFORMATION | PAGE 131

EU TAXONOMY ANALYSIS ON OPEX

Substantial contribution criteria

Do no significant harm criteria

Economic activities

Codes

Absolute OPEX1 (€ '000)

Proportion of OPEX

Climate change mitigation

Climate change adaptation

Climate change mitigation

Climate change adaptation

Water and marine resources

Circular economy

Pollution

Biodiversity and ecosystems

Minimum safeguards

Taxonomy aligned proportion of OPEX, 2022

Taxonomy aligned proportion of OPEX, 2021

Category (enabling category)

Category (transitional activity)

A. Taxonomy eligible

A.1. Environmentally sustainable activities

Installation, maintenance, and repair of energy efficient equipment

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

62

0.02%

100%

Y

Y

Y

Y

Y

Y

Y

0.02%

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

62

0.02%

A.2. Taxonomy eligible but not environmentally sustainable activities (non Taxonomy aligned activities)

OPEX of Taxonomy eligible but not environmentally sustainable activities

0

—%

Total (A.1 + A.2)

62

0.02%

B. Taxonomy non eligible activities

Turnover of taxonomy non eligible activities

363,071

99.98%

Total (A + B)

363,133

100.00%

1.Absolute OPEX includes direct non-capitalized costs that relate to research and development, building renovation measures, short-term lease, maintenance and repair, and any other direct expenditures relating to the day-to-day servicing of

assets of property, plant, and equipment by the undertaking or third party to whom activities are outsourced that are necessary to ensure the continued and effective functioning of such assets.

	NON-FINANCIAL REPORTING INFORMATION CONTINUED

		SUPPLEMENTARY INFORMATION | PAGE 132

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

Limited assurance report of the independent

auditor on TomTom’s selected information

OUR CONCLUSION

We have performed a limited assurance engagement on selected indicators and selected

disclosures relating to the materiality analysis (hereafter: the selected information) in the

annual report for the year 2022 of TomTom N.V. at Amsterdam.

Based on our procedures performed and the evidence obtained, nothing has come to our

attention that causes us to believe that the selected information is not prepared, in all

material respects, in accordance with the reporting criteria as included in the ‘Reporting

criteria’ section of our report.

The selected indicators are included in section ‘KPI performance’ in the chapter ‘Non-

financial reporting information’ on page 126 of the annual report and consist of:

•Employee engagement score

•Gender diversity ratio

◦TomTom all employees

◦TomTom senior management

•Scope 1 and 2 CO2e emissions and Scope 3 CO2e cloud emissions

•Percentage of engineers certifiably trained on security

The selected disclosures relating to the materiality analysis consist of the section ‘Materiality

matrix’ in the chapter ‘Non-financial reporting information’ on page 126 of the annual report.

BASIS FOR OUR CONCLUSION

We have performed our limited assurance engagement on the selected information in

accordance with Dutch law, including Dutch Standard 3000A ’Assurance-opdrachten anders

dan opdrachten tot controle of beoordeling van historische financiële informatie (attest-

opdrachten)’ (Assurance engagements other than audits or reviews of historical financial

information (attestation engagements)). Our responsibilities under this standard are further

described in the ‘Our responsibilities for the assurance engagement on the selected

information’ section of our report.

We are independent of TomTom N.V. in accordance with the “Verordening inzake de

onafhankelijkheid van accountants bij assurance-opdrachten” (ViO, Code of Ethics for

Professional Accountants, a regulation with respect to independence) and other relevant

independence regulations in the Netherlands.

This includes that we do not perform any activities that could result in a conflict of interest

with our independent assurance engagement. Furthermore, we have complied with the

“Verordening gedrags- en beroepsregels accountants” (VGBA, Dutch Code of Ethics).

We believe that the assurance evidence we have obtained is sufficient and appropriate to

provide a basis for our conclusion.

REPORTING CRITERIA

The reporting criteria used for the preparation of the selected information are the reporting

criteria developed by TomTom N.V. and are disclosed in sections ‘Identifying material

themes’ on page 14 and ‘Non-financial reporting information’ on pages 127-129 of the annual

report.

The absence of an established practice on which to draw, to evaluate and measure the

selected information allows for different, but acceptable, measurement techniques and can

affect comparability between entities and over time.

Consequently, the selected information needs to be read and understood together with the

reporting criteria used.

UNASSURED CORRESPONDING INFORMATION

No assurance engagement has been performed on the selected information for the period

prior to 2022. Consequently, the corresponding selected information and thereto related

disclosures for the period before 2022 is not assured.

LIMITATIONS TO THE SCOPE OF OUR ASSURANCE ENGAGEMENT

Our assurance engagement is restricted to the selected information. We have not performed

assurance procedures on any other information as included in the annual report in light of

this engagement.

The references to external sources or websites are not part of our assurance engagement on

the selected information. We therefore do not provide assurance on this information.

Our conclusion is not modified in respect to these matters.

RESPONSIBILITIES OF THE MANAGEMENT BOARD AND THE SUPERVISORY BOARD FOR

THE SELECTED INFORMATION

The management board is responsible for the preparation of reliable and adequate selected

information in accordance with the reporting criteria as included in the ‘Reporting criteria’

section of our report. The management board is solely responsible for selecting and applying

these reporting criteria, taking into account applicable law and regulations related to

reporting.

	LIMITED ASSURANCE REPORT

		SUPPLEMENTARY INFORMATION | PAGE 133

In this context, the management board is responsible for the identification of the intended

users and the criteria being applicable for their purposes. The choices made by the

management board regarding the scope of the selected information and the reporting policy

are summarized in in section ‘Non-financial reporting information’ of the annual report.

Furthermore, the management board is responsible for such internal control as it determines

is necessary to enable the preparation of the selected information that is free from material

misstatement, whether due to error or fraud.

The supervisory board is responsible for overseeing the reporting process of TomTom N.V.

OUR RESPONSIBILITIES FOR THE ASSURANCE ENGAGEMENT ON THE SELECTED

INFORMATION

Our responsibility is to plan and perform our limited assurance engagement in a manner that

allows us to obtain sufficient and appropriate assurance evidence for our conclusion.

Procedures performed to obtain a limited level of assurance are aimed to determine the

plausibility of information and vary in nature and timing from, and are less in extent, than for a

reasonable assurance engagement. The level of assurance obtained in a limited assurance

engagement is therefore substantially less than the assurance obtained in a reasonable

assurance engagement.

We apply the ’Nadere voorschriften kwaliteitssystemen’ (NVKS, regulations for quality

management systems) and accordingly maintain a comprehensive system of quality control

including documented policies and procedures regarding compliance with ethical

requirements, professional standards and other relevant legal and regulatory requirements.

The procedures of our limited assurance engagement included among others:

•Performing an analysis of the external environment and obtaining an understanding of the

sector, insight into relevant sustainability themes and issues, relevant laws and regulations

and the characteristics of the company as far as relevant to the selected information

•Evaluating the appropriateness of the reporting criteria used, their consistent application

and related disclosures on the selected information. This includes the evaluation of the

reasonableness of estimates made by the management board

•Obtaining through inquiries a general understanding of internal control, reporting

processes and information systems relevant for the preparation of the selected information,

without testing the operating effectiveness of controls

•Identifying areas of the selected information with a higher risk of misleading or unbalanced

information or material misstatements, whether due to error or fraud. Designing and

performing further assurance procedures aimed at determining the plausibility of the

selected information responsive to this risk analysis. These further assurance procedures

consisted amongst others of:

◦Interviewing management and relevant staff at corporate level responsible for the

strategy, policy and results relating to the selected information

◦Interviewing relevant staff responsible for providing the information for, carrying

out internal control procedures on, and consolidating the data in the selected

information

◦Obtaining assurance information that the selected information reconciles with

underlying records of the company

◦Reviewing, on a limited test basis, relevant internal and external documentation

◦Performing an analytical review of the data and trends

•Evaluating the consistency of the selected information with the information in the annual

report which is not included in the scope of our assurance engagement

Eindhoven, 3 February 2023

Ernst & Young Accountants LLP

Signed by A.B.E. Laan

	LIMITED ASSURANCE REPORT CONTINUED

		SUPPLEMENTARY INFORMATION | PAGE 134

Term	Definition
AC	Audit Committee
ADAS	Advanced Driver Assistance Systems
AFM	the Netherlands Authority for Financial Markets
Americas	the totality of North and South America
Asia Pacific	part of Asia which lies in the Pacific Ocean
AScX	the Amsterdam Small-Cap Index
API	Application Programming Interface
App	Application
B2B	Business to Business
B2C	Business to Consumer
BREEAM	Building Research Establishment Environmental Assessment Method
CAGR	Compound Annual Growth Rate
CAPEX	Capital Expenditures
CBECS	Commercial Buildings Energy Consumption Survey
Code	the Dutch Corporate Governance Code
Company	TomTom N.V.
CO2	Carbon dioxide
CSR	Corporate Social Responsibility
CSRD	the Corporate Sustainability Reporting Directive
D&I	Diversity & Inclusion
DCC	The Dutch Civil Code
Decree	the Dutch Decree on the contents of Directors’ Report
EBIT	Earnings Before Interest and Tax
EBITDA	Earnings Before Interest, Tax, Depreciation and Amortization
EES	Employee Engagement Score
EIA	U.S. Energy Information Administration
EMEA	Europe, the Middle East and Africa
EMS	Environmental Management System
EPC	Environmental Product Compliance
EPS	Earnings Per Share
ERP	Enterprise Resource Planning
ESEF	European Single Electronic Format
ESG	Environmental, Social, and Governance
ETA	Estimated Time of Arrival
ETR	Effective Tax Rate
EU	European Union
EV	Electric Vehicle
FCD	Floating Car Data
FCF	Free Cash Flow
FIFO	First-in, First-out
FSC	Forest Stewardship Council-certified
FTE	Full-time Equivalent
Foundation	Stichting Continuïteit TomTom
GAAP	Generally Accepted Accounting Principles
GDPR	General Data Protection Regulation
GHG Protocol	Greenhouse Gas Protocol
Group	TomTom N.V. together with its subsidiaries
HD	High Definition
HR	Human Resources
HGB	Handelsgesetzbuch (German Commercial Code)
IA	Internal Audit
IAS	International Accounting Standards

Term	Definition
IFRIC	International Financial Reporting Interpretations Committee
IFRS	International Financial Reporting Standards
IP	Intellectual property
ISMS	Information Security Management System
ISO	International Organization for Standardization
KPI	Key Performance Indicator
LBS	Location-based Service
LEED	Leadership in Energy and Environmental Design
LTM	Last 12 Months
LT	Location Technology
LTI	Long-Term Incentive
MB	Management Board
MoMa	Mobile Mapping
MT	Material Theme
NBA	Koninklijke Nederlandse Beroepsorganisatie van Accountants (Netherlands Institute of Chartered Accountants)
NFRD	Non Financial Reporting Directive (2014/95/EU)
North America	The United States and Canada
NPE	Non-Practicing Entities
NVKS	Nadere voorschriften kwaliteitssystemen (Regulations for quality management systems)
OCI	Other Comprehensive Income
OECD	Organisation for Economic Co-operation and Development
OEM	Original Equipment Manufacturer
OPEX	Operational Expenditures
PDA	Personal Digital Assistant
PND	Portable Navigation Device
POI	Point of interest
R&D	Research & Development
RemCo	Remuneration Committee
RSU	Restricted Stock Unit
RTS	Regulatory Technical Standards
SaaS	Software-as-a-Service
SB	Supervisory Board
SD	Standard Definition
SDG	Sustainable Development Goals
SDK	Software Development Kit
SDO	Sensor Derived Observations
SelCo	Selection Committee
STI	Short-Term Incentive
TPEG	Transport Protocol Experts Group
W@TT	Working at TomTom
VAT	Value Added Tax
VGBA	Verordening gedrags- en beroepsregels accountants (Dutch Code of Ethics)
ViO	Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten (Code of Ethics for Professional Accountants)
Wta	Wet toezicht accountantsorganisaties (Audit firms supervision act)
YoY	Year on Year

Android™ is a trademark of Google Inc.

IOS™ is a trademark of Cisco Inc. in the U.S. and other countries and is used under license by Apple Inc.

	DEFINITIONS AND ABBREVIATIONS

		SUPPLEMENTARY INFORMATION | PAGE 135

IMPORTANT NOTICE

In this Annual Report ‘TomTom’ ‘the company’ and the ‘the group’ are sometimes used for

convenience in contexts where reference is made to TomTom N.V. and/or any of its

subsidiaries in general or where no useful purpose is served by identifying the particular

company.

FORWARD-LOOKING STATEMENTS

This document contains certain forward-looking statements with respect to the financial

condition, results of operations and business of TomTom and certain of the plans and

objectives of TomTom with respect to these items. In particular, the words ‘expect’,

‘anticipate’, ‘estimate’, ‘may’, ‘should’, ‘believe’, ‘outlook’, and similar expressions are

intended to identify forward-looking statements. By their nature, forward-looking statements

involve risk and uncertainty because they relate to events and depend on circumstances that

will occur in the future.

Actual results may differ materially from those expressed in these forward-looking

statements, and 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.

	FORWARD LOOKING STATEMENTS

		SUPPLEMENTARY INFORMATION | PAGE 136

The financial information in this report includes measures, which are not defined by

generally accepted accounting principles (GAAP) such as IFRS. We believe this

information, along with comparable GAAP measurements, gives insight to investors

because it provides a basis for evaluating our operational performance. Non-GAAP

financial measures should not be considered in isolation from, or as a substitute for,

financial information presented in compliance with GAAP. Wherever appropriate and

practical, we provide reconciliations to relevant GAAP measures. The Non-GAAP

measures are not audited.

Term	Definition
Operational revenue	is IFRS revenue adjusted for the movement of gross deferred revenue.
Gross margin	is calculated as gross profit divided by IFRS revenue.
EBIT	is equal to operating result.
EBIT margin	is calculated as operating result divided by IFRS revenue.
EBITDA	is equal to operating result plus depreciation and amortization charges.
EBITDA margin	is calculated as operating result plus depreciation and amortization charges divided by IFRS revenue.
Automotive backlog	is the cumulative expected IFRS revenue from all awarded Automotive deals.
Free cash flow	is cash from operating activities minus 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.

Operational revenue
(€ in millions)	FY 2022	FY 2021
Automotive reported revenue	260	223
Movement of Automotive deferred revenue	36	43
Operational revenue	296	266
Deferred revenue
(€ in millions)	FY 2022	FY 2021
Automotive	431	395
Enterprise	12	42
Consumer	21	25
Gross deferred revenue	464	462
Less: Netting adjustment to unbilled revenue	25	21
Deferred revenue	439	441
Free cash flow
(€ in millions)	FY 2022	FY 2021
Cash flow from operating activities	-31	37
Investments in intangible assets	-5	0
Investments in property, plant and equipment	-5	-13
Free cash flow	-42	24
Restructuring-related cash flow	12	0
Free cash flow excluding restructuring	-29	24
EBIT(DA)
(€ in millions)	FY 2022	FY 2021
EBIT (operating income)	-98	-93
Depreciation and amortization	57	74
EBITDA	-41	-19

	NON-GAAP MEASURES

		SUPPLEMENTARY INFORMATION | PAGE 137