TomTom : Virtual General Meeting Policy AGM 2020

Virtual General Meeting Policy

Annual General Meeting 2020

Preliminary remarks

As a result of the unprecedented circumstances caused by the COVIC-19 pandemic, including restrictive measures provided by the Dutch government, and in accordance with the emergency bill for Dutch legal entities during COVID-19 outbreak regarding annual general meetings which has entered into force on 24 April 2020 (Tijdelijke wet COVID-19 Justitie en Veiligheid), TomTom N.V. ("TomTom") will facilitate virtual access only for Shareholders to its Annual General Meeting of 15 June 2020 through the use of electronic means. Shareholders can attend the meeting and vote virtually during the virtual General Meeting through an electronic application. Participating virtually in the Annual General Meeting is subject to the terms and conditions as set out in this policy. Further instructions on the participation in the General Meeting are included in the convocation notice of the Annual General Meeting.

TomTom would like to emphasize that this electronic application is new in the Netherlands and, even though it has been tested prior to the meeting, it might be that shareholders can experience issues prior or during the virtual General Meeting.

Capitalised definitions used are explained in the Annex to this Policy.

1. General

1. TomTom aims to facilitate its Shareholders who wish to attend the General Meeting by providing an adequate opportunity to attend real time, askfollow-up questions to questions asked prior to the General Meeting and to vote electronically during the General Meeting.
2. The platform for the virtual General Meeting will be provided by Computershare with access via Computershare's electronic application: Lumi AGM.
3. To be able to attend the General Meeting virtually, Shareholders must register themselves electronically via the Third Party Agent all in accordance with the Terms of Use of the Third Party Agent.
4. Each registered and identified Shareholder will receive authentically generated login credentials from Computershare for a secured access to the General Meeting after successfully completing the identification and verification procedure through SmartAGM in accordance with the instructions provided in the convocation of the General Meeting.
5. Participation instructions for Shareholders will be included in the convocation of the General Meeting. Further information and explanation will also be made available on TomTom's website and on the Third Party Agent's registration platform.
6. TomTom reserves the right at all times to modify, suspend, cancel or restrict the mechanisms for electronic voting when this becomes necessary or advisable for technical or security reasons. After convocation of the General Meeting, the Management Board may, at its own discretion, change the meeting to a physical only or hybrid meeting (with both physical and virtual attendance) and/or change the order of the meeting. Such changes or modifications will be communicated to the Shareholders onTomTom's website.
7. In addition to the provisions laid down in this policy, the Terms of Use of the Third Party Agent also apply to the attendance and voting at the General Meeting via the Third Party Agent.

1. Technical infrastructure

1. TomTom ensures, to the extent reasonably possible, that the technical infrastructure for virtual participation in a General Meeting is properly in place, secured and accessible for Shareholders with compatible devices. TomTom will make use of reputable third parties for providing the technical infrastructure required for conducting General Meetings.
2. Virtual Shareholders should be aware that there will always be certain residual risks in relation to the technical infrastructure used for General Meetings. These risks include, amongst others: any failure in virtual meeting equipment, software, network infrastructure, servers, internet or telephone connectivity, video or voice equipment, whether or not caused by an information security incident (which includes any unauthorised use, hacking, a Denial of Services attack, a denial of access, any failure or intrusion resulting from the theft or unlawful interception of a password or network access code and any othercyber-attack) or caused by any type of mechanical failure such as any electrical power outage during the General Meeting. The failure of technology can happen both on the side of TomTom (and/or Computershare) or with Virtual Shareholders.
3. The technical infrastructure will be implemented in a timely manner before the General Meeting in order to allow Shareholders to test their access and to verify that they would be able to participate virtually in the General Meeting. TomTom will take all reasonable efforts to keep technical support lines, as provided by Computershare, available for Shareholders who attend the meeting virtually.
4. Shareholders may inform TomTom of any failure of the technical infrastructure via the technical support lines referred to in Clause 2.3. Any failure in virtual meeting equipment, software, network infrastructure, servers, internet or telephone connectivity, an electrical power outage or similar events, including an information security incident (which includes any unauthorised use, hacking, a Denial of Services attack, a denial of access, any failure or intrusion resulting from the theft or unlawful interception of a password or network access code and any other cyber- attack), that might prevent virtual participation in the General Meeting, will in any event be at the risk and to the account of such Shareholder.
5. Any failure of the technical infrastructure that occurs during the General Meeting which comes to the attention of the Chairman and which significantly affects the course of the General Meeting, shall be communicated by the Chairman to all Shareholders who participate virtually in the General Meeting. The Chairman may decide at his own discretion, taking into account the potential impact on the decisionmaking-process within the General Meeting, whether or not the General Meeting must be suspended or cancelled due to such failure, or proceed without the possibility for certain Virtual Shareholders to vote and/or follow the General Meeting virtually.
6. If the Chairman cancels the General Meeting, all business conducted up to the point of the suspension or cancellation will be valid. Should the Chairman decide to cancel the General Meeting or the remainder of the General Meeting as referred to in Clause 2.5, a new General Meeting, that does not have to be a virtual General Meeting, will be convened by TomTom as soon as reasonably possible. The agenda for such new General Meeting shall consist of the same items, to the extent not already adopted in the original meeting, and may include other items as well. Shareholders who have given a proxy or voting instruction to the Vote Collector must be aware that such proxy or voting instruction will not be valid for the newly convened General Meeting.

1. Meeting rights and voting by Virtual Shareholders in General Meeting

1. Each Shareholder may follow the proceedings of the General Meeting virtually and vote in real time electronically, provided that he or she timely logs in for virtual admission to the General Meeting via Computershare's Lumi AGM platform in accordance with the instructions provided in the convocation of the General Meeting.

1. Shareholders must be logged in via Computershare's Lumi AGM to the voting platform facilitating the General Meeting prior to the start of the General Meeting. Shareholders joining the General Meeting after the opening of the General Meeting by the Chairman will not be counted as attending Shareholders and will not be able to vote in that General Meeting; they will only have access to the live stream to follow the General Meeting.
2. Shareholders attending the General Meeting, either virtually or by proxy, are counted at the start of the General Meeting as attendees for calculating how many Shareholders are represented at the General Meeting and which percentage of the issued and outstanding share capital is represented at the General Meeting. Any earlylog-off by a Virtual Shareholder during the General Meeting, will therefore not affect such calculation. In case of dropped or terminated connection to the General Meeting, Virtual Shareholders will be allowed to re-join the General Meeting only if he or she was already accounted for at the beginning of the General Meeting. The names of the Virtual Shareholders in the General Meeting will be put on the registration list of Shareholders attending the General Meeting virtually or by proxy, in accordance with the provisions of the articles of association of TomTom.
3. Shareholders can virtually only submitfollow-up questions relating to the voting items on the agenda to the Management Board or Supervisory Board during the General Meeting in case the Shareholders have asked a question in advance of the General Meeting by e-mail.
4. Split voting on a shareholding that is held in one security account is not yet supported by the platform and will therefore not be possible.
5. The Company Secretary willinter aliaobserve the procedural aspects of the General Meeting, including its virtual part, and review the final vote reconciliation prior to certifying the final results.
6. The Chairman may decide at the beginning of the General Meeting that the polls for all items will be open during the General Meeting and closed after the last voting item on the agenda has been discussed. Provisional voting results will not be disclosed during the General Meeting. The Company Secretary will determine when the polls about particular items will be open and closed exactly, taking into account the previous sentences. The polls are not open for voting prior to the start of the General Meeting.
7. At the close of the polls, the Chairman will, based on the voting results of the meeting, determine whether or not resolutions have been adopted by the General Meeting.

4. Vote confirmation and results

1. Upon request of a Virtual Shareholder, TomTom will send such Virtual Shareholder a confirmation of receipt of his votes cast during the General Meeting.
2. The voting results of the General Meeting will be placed on TomTom's website in accordance with Dutch law. The notice of these results will also state whether there were any failures or issues encountered during the General Meeting from a technical infrastructural or information security perspective TomTom has become aware of.

	Annex: Definitions and Interpretation
Chairman	means the chairman of the General Meeting.
Company Secretary	means the company secretary of TomTom.
Computershare	means Computershare Netherlands B.V., a private company with limited liability
	governed by Dutch law, having its official seat in Hilversum, the Netherlands.
General Meeting	means the virtual Annual General Meeting of TomTom which Shareholders are
	able to attend through an online audio or video connection, and if they wish to
	do so, cast votes electronically while the General Meeting is held.
TomTom	means TomTom N.V., a public company governed by Dutch law, having its
	official seat in Amsterdam, the Netherlands.
Management Board	means the management board of TomTom.
Policy	means the subject Policy regarding the virtual General Meeting of Shareholders.
Shareholder	means a holder of one or more shares in the capital of TomTom or for the
	purpose of this Policy of a right of pledge or usufruct to one or more shares or
	depository receipts for shares in the capital of TomTom, provided that the holder
	has meeting rights and to the extent he may vote, that he also has the voting
	rights attached thereto.
SmartAGM	registration and identification tool provided by a third party.
Supervisory Board	means the supervisory board of TomTom.
Terms of Use of the	means the terms of use of the services provided by Third Party Agent as they
Third Party Agent	will read from time to time.
Third Party Agent	means ING Bank N.V., a public company governed by Dutch law, having its
	official seat in Amsterdam, the Netherlands.
Virtual Shareholder	means a Shareholder who participates virtually in the General Meeting.
Vote Collector	means the independent proxy holder (civil law notary) preselected by TomTom
	whom a Shareholder can appoint as proxy holder with voting instructions.