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Prospectus Tomtom Dated 1 July 2009

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Prospectus Tomtom Dated 1 July 2009 TomTom N.V. (a public company with limited liability, incorporated under Dutch law, having its corporate seat in Amsterdam, The Netherlands) Offering of 85,264,381 Ordinary Shares in a 5 for 8 rights offering at a price of €4.21 per Ordinary Share We are offering 85,264,381 new Ordinary Shares (as defined below) (the “Offer Shares”). The Offer Shares will initially be offered to eligible holders (“Shareholders”) of ordinary shares in our capital with a nominal value of €0.20 each (“Ordinary Shares”) pro rata to their shareholdings at an offer price of €4.21 each (the “Offer Price”), subject to applicable securities laws and on the terms set out in this document (the “Prospectus”) (the “Rights Offering”). For this purpose, and subject to applicable securities laws and the terms set out in this Prospectus, Shareholders as of the Record Date (as defined below) are being granted transferable subscription entitlements (“SETs”) that will entitle them to subscribe for Offer Shares at the Offer Price, provided that they are Eligible Persons (as defined below). Shareholders as of the Record Date (as defined below) and subsequent transferees of the SETs, in each case which are able to give the representations and warranties set out in “Selling and Transfer Restrictions”, are “Eligible Persons” with respect to the Rights Offering. Application has been made to admit the SETs to trading on Euronext Amsterdam by NYSE Euronext, a regulated market of Euronext Amsterdam N.V., (“Euronext Amsterdam”). Trading of the SETs on Euronext Amsterdam is expected to commence at 09:00 (Central European Time; “CET”) on 3 July 2009 and will continue until 13:00 (CET) on 13 July 2009, barring unforeseen circumstances. The SETs will be admitted to trading under the symbol “TOM2S”. Each Ordinary Share held immediately after the close of trading in the Ordinary Shares on Euronext Amsterdam at 17:40 (CET) on 2 July 2009 (the “Record Date”) will entitle a Shareholder to one SET, and every 8 SETs will entitle an Eligible Person (whether a Shareholder on the Record Date or a subsequent transferee of SETs) to subscribe for 5 Offer Shares at the Offer Price, subject to applicable securities laws. Eligible Persons holding SETs may, subject to applicable securities laws, subscribe for Offer Shares through the exercise of SETs from 09:00 (CET) 3 July 2009 until 15:00 (CET) on 13 July 2009 (the “Exercise Period”). If you are an Eligible Person and you do not validly exercise your SETs by the end of the Exercise Period, you will no longer be able to exercise those rights. Once you have validly exercised your rights, you cannot revoke or modify that exercise, except as otherwise described herein in “The Offering—Rights Offering—Exercise Period”. Any Offer Shares that were issuable upon the exercise of SETs but have not been subscribed for during the Exercise Period (the “Rump Shares”) will be offered for sale by ABN AMRO Bank N.V. (“ABN”), Deutsche Bank AG, London Branch (“Deutsche Bank”), Goldman Sachs International (“Goldman Sachs”), ING Bank N.V. (“ING”) and Rabo Securities, the equity (linked) investment bank division of Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (“Rabo Securities”) (together, the “Banks” in their capacity as either joint global co-ordinators, joint bookrunners or underwriters) by way of private placements in the Netherlands and certain other jurisdictions (the “Rump Offering”). The Rights Offering and Rump Offering are hereinafter collectively referred to as the “Offering”. The Rump Offering will be subject to the terms and conditions of an underwriting agreement between us and the Banks dated 15 June 2009 (the “Underwriting Agreement”), a pricing agreement between us and the Banks dated 29 June 2009 (the “Pricing Agreement”) and set out in this Prospectus. The Rump Offering is expected to commence on 14 July 2009 and to end no later than 17:30 (CET) on 14 July 2009. The Banks shall, subject to the satisfaction of conditions contained in, and on the terms of, the Underwriting Agreement, procure subscribers for, or themselves subscribe for, any Offer Shares (less any Founder Committed Shares, as defined below, together with the Offer Shares that funds managed by Janivo Holding B.V. (“Janivo”), funds managed by Cyrte Investments B.V. (“Cyrte”) and Alain De Taeye have committed to subscribe for in the Rights Offering) not subscribed for through the exercise of SETs or sold in the Rump Offering. See “The Offering—Rump Offering” and “Plan of Distribution”. A Shareholder who does not or is not permitted to exercise SETs under the Rights Offering will suffer a substantial dilution of 38.5% as a result of the Offering. The latest date for acceptance under the Rights Offering is expected to be 15:00 CET on 13 July 2009, with admission and commencement of dealings in Offer Shares expected to take place at 09:00 CET on 17 July 2009. Pieter Geelen, Peter-Frans Pauwels, Harold Goddijn and Corinne Goddijn-Vigreux (the “Founders”) indirectly currently hold approximately 51.56% of our outstanding Ordinary Shares and have committed to exercise SETs that will be granted to them in the Rights Offering at the terms of the Rights Offering (the “Founder Committed Shares”) resulting in an aggregate subscription price for Offer Shares subscribed for by each of them of €169.3 million. See “Reasons for the Offering” for further details of the commitment of the Founders. In addition to the Offering, we have agreed to a €71 million private placement (the “Private Placement”). In the Private Placement, Cyrte and Janivo have each committed to subscribe for Ordinary Shares for an aggregate subscription price of approximately €35 million, subject to completion of the Offering. Janivo and Cyrte have further committed to exercise SETs that will be granted to them in the Rights Offering on the terms of the Rights Offering, up to a maximum aggregate subscription price for Offer Shares subscribed for by them of approximately €30 million. We have agreed with Janivo and Cyrte to procure that a representative of them be appointed to our supervisory board (Raad van Commissarissen) (the “Supervisory Board”). Pursuant to this arrangement, Joost Tjaden was nominated for the Supervisory Board, and appointed at our extraordinary general meeting of shareholders held on 30 June 2009 (the “2009 EGM”), conditional on the closing of the Offering occurring and will take office immediately thereafter. In the Private Placement, Alain De Taeye, a member of the Management Board, has committed to subscribe for Ordinary Shares for an aggregate subscription price of approximately €1.05 million. Alain De Taeye has committed to exercise SETs that will be granted to him in the Rights Offering on the terms of the Rights Offering, up to a maximum aggregate subscription price for Offer Shares subscribed for by him of approximately €450,000. In addition to not underwriting the Founder Committed Shares, the Banks are not underwriting any of the Ordinary Shares issued in the Private Placement or issuable upon exercise of the SETs granted to Janivo, Cyrte and Alain De Taeye and which Janivo, Cyrte and Alain De Taeye have committed to exercise. The statutory pre-emptive rights (wettelijke voorkeursrechten) of Shareholders have been excluded with respect to the Offering and the Private Placement. We are not taking any action to permit a public offering of the SETs or the Offer Shares in any jurisdiction outside the Netherlands. The SETs and the Offer Shares are being offered by us only in those jurisdictions in which, and only to those persons whom, offers of the SETs and offers of the Offer Shares (pursuant to the exercise of the SETs or otherwise) may lawfully be made. The distribution of this Prospectus, and the transfer of the SETs and the Offer Shares, into jurisdictions other than the Netherlands may be restricted by law. Persons into whose possession this Prospectus comes must therefore inform themselves about, and observe, such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction. In particular, subject to certain exceptions, this Prospectus must not be distributed, forwarded to or transmitted in or into the United States. Shareholders who have a registered address in, or who are resident or located in, jurisdictions other than the Netherlands and any person (including, without limitation, agents, custodians, nominees and trustees) who has a contractual or other legal obligation to forward this Prospectus to a jurisdiction outside the Netherlands should read “Selling and Transfer Restrictions”. The SETs and the Offer Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”), or under any securities law of any state or other jurisdiction of the United States. Accordingly, subject to certain exceptions, none of the SETs and the Offer Shares may be offered, issued, sold, pledged, taken up, delivered, renounced, or otherwise transferred in or into the United States, except pursuant to an applicable exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of the SETs or the Offer Shares in the United States. Except as otherwise set out in this Prospectus, the Rights Offering described in this Prospectus is not being made to Shareholders or investors in the United States, Canada, Australia or Japan. This Prospectus does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to acquire, SETs and Offer Shares or to take up any SETs in any jurisdiction in which such an offer or solicitation is unlawful.
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