TomTom NV

Share Issue/Capital Change • Jun 30, 2009

THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND IS NOT AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION.

All proposed resolutions adopted at TomTom's EGM

Amsterdam, 30 June 2009 - In its press release of 14 June 2009, TomTom N.V. ("TomTom") announced its intention to raise €430 million in a fully committed/underwritten equity offering (the "Equity Offering"), consisting of a €359 million rights offering (the "Rights Offering") and a €71 million private placement (the "Private Placement"). In its press release of earlier today, TomTom announced the principal terms of its 5 for 8 Rights Offering and its intention to launch the Rights Offering subject, inter alia, to adoption of the necessary resolutions at the Extraordinary General Meeting ("EGM") of today and approval of the prospectus.

Further to these press releases, TomTom announces that during the EGM, all of the proposals to the general meeting of shareholders were adopted. Consequently:

• 1. TomTom's Management Board is authorised, subject to approval of TomTom's Supervisory Board, to decide upon an issue of 11,603,031 ordinary shares, provided that this authorisation can only be used to issue ordinary shares as required to raise (approximately) €71 million equity under the Private Placement.
• 1. TomTom's articles of association will be amended to increase the authorised share capital to €180,000,000, divided into 600,000,000 ordinary shares each with a nominal value of €0.20 and 300,000,000 preferred shares each with a nominal value of €0.20.
• 1. TomTom's Management Board is authorised, subject to approval of TomTom's Supervisory Board, to decide upon the issue of ordinary shares and/or to grant rights to subscribe for ordinary shares up to the maximum of the authorised share capital relating to ordinary shares as it will read after the amendment of our articles of association as set out in par. 2, above, provided that this authorisation can only be used to issue such a number of ordinary shares and SETs as required to raise (approximately) €359 million equity under the Rights Offering. TomTom's Management Board is furthermore authorized, subject to the approval of TomTom's Supervisory Board, to limit or exclude pre-emptive rights of existing shareholders in connection with such issuance or grant.
• 1. TomTom's Management Board is authorised, subject to the approval of TomTom's Supervisory Board, to acquire the ordinary shares which will be issued by TomTom's Management Board under the authorisation as set out in par. 1, above, in connection with the Private Placement for a price per ordinary share with a minimum equal to the nominal value of such ordinary shares and a maximum equal to the issue price. The authorisation has been granted for a period of three months, therefore ending on 30 September 2009.
• 1. Mr J.E. Tjaden has been appointed as a member of TomTom's Supervisory Board under the condition precedent (opschortende voorwaarde) of the closing of the Rights Offering and for a period of four years, subject to the rotation schedule to be set by TomTom's Supervisory Board.
• 1. TomTom's general meeting of shareholders confirmed that it will not use its authority within the meaning of article 2:146 Dutch Civil Code to appoint a person other than the members of TomTom's Management Board in relation to any and all transactions entered into or to be entered into concerning the Equity Offering thereby confirming the authority of any two members of TomTom's Management Board to represent or have represented TomTom in any and all matters in relation to the Equity Offering.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND IS NOT AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION.

1. TomTom's articles of association will be amended to provide that the increase to EURIBOR for the determination of the dividend entitlement of the preferred shares may be determined by TomTom's Management Board with the approval of TomTom's Supervisory Board, in line with market conditions with a margin between 150 basis points (1.5%) and 500 basis points (5%) the extent of which increase is to be determined upon the first issue of such preferred shares.

Further information in relation to the proposed Equity Offering will be made as soon as practically possible.

Further Information

Further information can be obtained through our Contact for the Financial Community:

Richard Piekaar ir@tomtom.com +31 20 757 5194

TomTom's ordinary shares are listed at Euronext Amsterdam in the Netherlands ISIN: NL0000387058 / Symbol: TOM2

About TomTom

TomTom is a leading provider of navigation solutions and digital maps. In the five years from the launch of its first personal navigation device ("PND") in early 2004, close to 30 million people around the world have purchased a TomTom PND, and over 45 million PNDs were powered by Tele Atlas digital maps. In addition to producing PNDs, TomTom develops navigation systems and services for car manufacturers, offers professional navigation solutions for commercial vehicle fleets, and produces and sells digital maps and dynamic content. TomTom believes that this range of products and services uniquely positions it to deliver navigational products and services to a wide variety of different customer groups.

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This document does not constitute an offer to sell, or the solicitation of an offer to acquire or subscribe for, securities of TomTom in the United States, Australia, Canada, Japan, their territories and possessions, or any other jurisdiction in which such offer or sale of securities would be unlawful.

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The securities of TomTom have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"). Accordingly, the securities of TomTom may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act. No public offering of the securities of TomTom is being made in the United States.

No communication or information relating to any offer or sale of securities of TomTom may be disseminated to the public in jurisdictions where prior registration or approval is required for that purpose. No action will be taken that would permit an offer of securities of TomTom in any jurisdiction where action for that purpose is required, other than in The Netherlands.

The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published or distributed, should inform themselves about, and observe such restrictions.

This announcement does not constitute a prospectus. Any offer to acquire securities pursuant to a proposed offering will be made, and any investor should make his investment, solely on the basis of information that will be contained in the prospectus to be made generally available in The Netherlands in connection with such offering. When made generally available, copies of the prospectus may be obtained at no cost through the website of Euronext Amsterdam N.V. (Dutch residents only) and the website of TomTom.

This communication is directed only at (i) persons outside the United Kingdom, subject to applicable laws, or (ii) within the United Kingdom, persons having professional experience in matters relating to investments who fall within the definition of

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS NOT A PROSPECTUS AND IS NOT AN OFFER TO SELL OR A SOLICITATION OF ANY OFFER TO BUY ANY SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION.

"investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or (iii) within the United Kingdom, high net worth companies, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005. Any investment or investment activity to which this communication relates is available only to and will be engaged in only with such persons. Persons within the United Kingdom who receive this communication (other than persons falling within (ii) and (iii) above) should not rely on or act upon this communication.

This document contains certain forward-looking statements relating to the business, financial performance and results of TomTom and the industry in which it operates. These statements are based on TomTom's current plans, estimates and projections, as well as its expectations of external conditions and events. In particular the words "expect", "anticipate", "estimate", "may", "should", "believe" and similar expressions are intended to identify forward looking statements. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. These include, but are not limited to: the level of consumer acceptance of existing and new and upgraded products and services; the growth of overall market demand for TomTom's products or for personal navigation products generally; TomTom's ability to sustain and effectively manage its recent rapid growth; and TomTom's relationship with third party suppliers, and its ability to accurately forecast the volume and timing of sales. Additional factors could cause future results to differ materially from those in the forward-looking.

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