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Explanatory Notes to the Agenda for the Annual General Meeting of Shareholders of Tomtom N.V

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Explanatory Notes to the Agenda for the Annual General Meeting of Shareholders of Tomtom N.V Explanatory notes to the Agenda for the Annual General Meeting of Shareholders of TomTom N.V. (the “Company”) to be held on 25 April 2007 from 10.30 am to 1.00 pm at the address of the Company, Rembrandtplein 35, Amsterdam, the Netherlands Agenda item 2: Presentation by Mr. H.C.A. Goddijn, Chief Executive Officer Mr. H.C.A. Goddijn, Chief Executive Officer, will present the view of the Management Board on the most important events of 2006 and key developments in the first quarter of 2007. Agenda item 3: Annual Report 2006 The general meeting of shareholders is invited to discuss the annual report for the financial year 2006. Agenda item 4a: Adoption of the annual accounts 2006 The general meeting of shareholders is requested to adopt the annual accounts for the financial year 2006. Agenda item 4b: Release from liability of the members of the Management Board The general meeting of shareholders is requested to release the members of the Management Board from liability towards the Company for their management insofar as such management is apparent from the annual accounts and annual report for the financial year 2006 and on the basis of the information that is provided to the shareholders at the meeting. Agenda item 4c: Release from liability of the members of the Supervisory Board The general meeting of shareholders is requested to release the members of the Supervisory Board from liability towards the Company for their supervision insofar as such supervision is apparent from the annual accounts and annual report for the financial year 2006 and on the basis of the information that is provided to the shareholders at the meeting. Agenda item 5: The Company’s policy on additions to reserves and on dividends The reservation of profits is at the discretion of the Management Board after taking into account various factors including our business prospects, cash requirements, financial performance, new product development and plans for international expansion. The Company currently intends to retain any future earnings to finance the growth and development of its business. As a result, the Company does not anticipate paying any dividends for the foreseeable future. The dividend policy will, however, be reviewed each year. The general meeting of shareholders is invited to discuss this policy of the Company. Agenda item 6: Approval of the proposed TomTom N.V. Share Based Incentive Plan 2007 replacing the current Share Option Plan and the corresponding amendment to the Remuneration Policy for the Management Board In accordance with article 2:135 paragraph (1) Dutch Civil Code, the Company has a policy governing the remuneration of the Management Board. Pursuant to the current policy, the remuneration structure is divided into (i) a total cash compensation consisting of a fixed and variable remuneration, (ii) long-term incentives consisting of stock options, (iii) pension contributions and (iv) severance payments. With a view to the Company’s continued growth and changes in market remuneration practice, it is proposed to replace the Company’s current Share Option Plan with the TomTom N.V. Share Based Incentive Plan 2007 and to amend the Remuneration Policy for the Management Board accordingly. For further information about the TomTom N.V. Share Based Incentive Plan 2007 and the proposed Remuneration Policy see Appendix 1 and Appendix 2 respectively to the Explanatory Notes. The general meeting of shareholders is requested to adopt the TomTom N.V. Share Based Incentive Plan 2007 and the proposed Remuneration Policy. Agenda item 7: Designation of any two members of the Supervisory Board as special representatives within the meaning of article 2:146, second sentence, Dutch Civil Code acting jointly in all transactions contemplated by or resulting from the Shareholders’ Agreement dated 26 May 2005 With regard to the Shareholders’ Agreement situations could arise in which members of the Management Board of the Company could be regarded as having a conflict of interest within the meaning of Dutch corporate law due to their other capacity as shareholder of the Company. Pursuant to article 2:146 Dutch Civil Code and with a view of ensuring that there are sufficient authorised representatives during the implementation of the transactions contemplated by the Shareholders’ Agreement, it is proposed that any two members of the Supervisory Board are designated as special authorized representatives of the Company in those situations where current members of the Management Board could be regarded as having a conflict of interest in connection with the implementation of the transactions contemplated by the Shareholders’ Agreement. Agenda item 8: Adoption of the proposed amendments to the Company’s articles of association Four of the five proposed amendments relate to recent amendments in Dutch corporate law. The amendments as referred to under paragraph (i) to (iii) hereunder relate to the recent amendment of Book 2 of the Dutch Civil Code regarding the possibility to use electronic means in the decision making process within legal entities (Wet van 20 oktober 2006 tot wijziging van Boek 2 van het Burgerlijk Wetboek ter bevordering van het gebruik van elektronisch communicatiemiddelen bij de besluitvorming in rechtspersonen) (hereinafter referred to as: the “Amendment Record Date and Electronic Means”). (i) Prolonged record date from 7 days to 30 days ahead of the day of a shareholders’ meeting The Dutch Civil Code provides for the general meeting of shareholders to make use of a record date. The record date implies that persons who have voting or meeting rights at that certain date have these rights at the general meeting of shareholders, even if on the date of the shareholders’ meeting they are no longer shareholders. Pursuant to Dutch law, the record date could initially not be determined earlier than on the seventh day before the day of the meeting. As of 1 January 2007 the record date may be determined at the thirtieth day before the day of the meeting. (ii) The possibility to use electronic means regarding the convocation of shareholders’ meetings Pursuant to the Amendment Record Date and Electronic Means, the articles of association may determine that the Management Board can proceed to the establishment of the possibility to use electronic means regarding the convocation of meetings. The proposed amendment to the articles in this respect reflects the possibility to use electronic means regarding the convocation of meetings. TomTom may use this possibility in the future. (iii) An amendment of the definition “Officiële Prijscourant” as referred to in the Company’s articles Following the Amendment Record Date and Electronic Means, Euronext Amsterdam N.V. may change its rules as a consequence of which another form of publication may be accepted by Euronext Amsterdam N.V. (iv) The replacement of the reference to “Fondsenreglement” by “Book II General Rules for the Euronext Amsterdam Stock Market” The provisions of the Listing and Issuing Rules, as referred to in the current articles of association, are now included in Book II General Rules for the Euronext Amsterdam Stock Market. Therefore the reference to “Fondsenreglement” has been replaced by a reference to “Book II General Rules for the Euronext Amsterdam Stock Market”. (v) The deletion of the provisional clause laid down in article 28 of the Company’s articles The provisional clause of the articles of association grants the Management Board the irrevocable authority to issue ordinary shares and to restrict or exclude preemptive rights for a period of two years ending on 13 May 2007. As this provisional clause will expire on this date and a resolution extending this authority until 13 May 2009 was passed during the Annual General Meeting of Shareholders held in April 2006, the provisional clause shall be deleted. An overview of the current articles of associations of the Company and the proposed amendments thereto per article can be found in Appendix 3 to the Explanatory Notes. Agenda item 9: Extension of the authority of the Management Board to have the Company acquire its own shares for a period of 18 months from 25 April 2007 until 25 October 2008 In accordance with article 7 of the articles of association of the Company, subject to certain conditions, the Company may acquire paid-up shares in the capital of the Company for consideration under certain conditions, subject to authorisation of the general meeting of shareholders. It is proposed to the general meeting of shareholders to authorise the Management Board to acquire shares in the capital of the Company up to the maximum permitted by law (i.e. 10% of the issued share capital) and for a price of approximately the stock exchange price with a margin of 10% of the stock exchange price. Stock exchange price means: the average of the closing price of the TomTom share according to the official price list of Euronext Amsterdam on the five consecutive trading days immediately preceding the date of purchase. The authorisation is requested for a period of 18 months from the date of the Annual General Meeting of Shareholders and therefore until 25 October 2008. Agenda item 10a, 10b, 10c: Composition of the Supervisory Board The Supervisory Board wishes to propose the re-appointment of Mr. D.J. Dunn as member of the Supervisory Board and the appointment of Mr. K. Vuursteen and Mr. R.F. van den Bergh as members of the Supervisory Board, each for a period of four years ending on the day of the Annual General Meeting of Shareholders in 2011 and subject to the rotation schedule. With due observance of the Company’s articles of association the Management Board invited the Supervisory Board to make binding nominations, whereby the person first-mentioned has been proposed for the (re-)appointment. By unanimous resolution of the Supervisory Board, the Supervisory Board made a binding nomination for the (re-)appointments.
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