I. Off-balance sheet commitments

The company has 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. Besides these declarations, TomTom NV has given a guarantee as described in article 479C of the UK Companies Act for UK subsidiary TomTom Software Ltd.

In addition, a German subsidiary, TomTom Germany GmbH & Co. KG., applies 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.

Amsterdam, 12 February 2015

The Management Board

Harold Goddijn

Marina Wyatt

Alain De Taeye

Amsterdam, 12 February 2015

The Supervisory Board

Peter Wakkie

Doug Dunn

Guy Demuynck

Ben van der Veer

Toine van Laack

Jacqueline Tammenoms Bakker

Anita Elberse

TomTom NV