The Supervisory Board and Management Board of Tele Atlas support the Offer and will, when the Offer is made by TomTom, recommend the Offer to Tele Atlas’ shareholders

Shareholders including board members representing in aggregate 17.4% of the ordinary shares outstanding have irrevocably committed to tender their shares into the Offer

TomTom N.V. (“TomTom”) and Tele Atlas N.V. (“Tele Atlas” or the “Company”), jointly announce that the expectation is justified that an agreement can be reached in connection with a public offer by TomTom for all outstanding shares of Tele Atlas at an offer price of € 21.25 in cash, (the “Offer Price”) per ordinary share (the “Offer”).

The Supervisory Board and the Management Board of Tele Atlas (the “Boards”), after having duly considered the strategic, financial and social aspects of the proposed transaction, support the intended Offer and conclude that the Offer is in the best interests of the shareholders and all other stakeholders of Tele Atlas. The Boards of Tele Atlas will, when the Offer is made by TomTom, recommend acceptance of the Offer by the shareholders of Tele Atlas.

After the merger Tele Atlas will continue its business as a separate unit in the combined group specialising in developing and licensing digital map products for and to current and future customers, both in and outside the group. Superior content, created cost efficiently will enable Tele Atlas to expand its presence in the rapidly growing worldwide market for digital maps and other geo referenced content.

The combination will significantly improve user experience and create other benefits for the customers and partners of both companies, including:

- More accurate navigation information - TomTom has developed technologies that enable TomTom’s installed user base of over 10 million GPS devices to effectively operate as map surveyors in an automatic and simple way. The integration of this feedback into the map production process will greatly improve the quality and timeliness of Tele Atlas map data;

- Improved coverage - The combination significantly improves all aspects of digital map maintenance, enrichment and creation enabling the companies to expand coverage faster; and

- New and enhanced features – The companies will be able to offer new features such as daily map updates and intelligent routing.

The Offer is not expected to have significant negative consequences on the employment situation. If the Offer is declared unconditional it is intended that Tele Atlas’ listing on the Eurolist of Euronext Amsterdam N.V. and their listing on the Geregelter Market in Frankfurt will be terminated as soon as possible. Furthermore, TomTom expects to initiate the statutory squeeze-out procedure contemplated by the Dutch Civil Code in order to acquire all shares held by minority shareholders or take such other steps to terminate the listing and/or acquire all shares that will not have been tendered, including effecting a legal merger (juridische fusie) or a liquidation, all in accordance with applicable laws.

Commenting on the proposed Offer, Harold Goddijn, Chief Executive Officer of TomTom said: “We think that the navigation industry is going to change dramatically in the next few years as end customers will give ever increasing importance to intelligent routing and continuously updated maps. By integrating customer feedback into the Tele Atlas map manufacturing process, we will be able to considerably enhance the user experience and further increase all Tele Atlas and all TomTom’s customers’ satisfaction. We will supply all companies wanting to rely on the improved maps for their PNDs, wireless handsets, in-car systems, internet services and in-house routing services.”

Commenting on the proposed Offer, Wim Dik, Chairman of the Supervisory Board of Tele Atlas said: “The Supervisory Board welcomes the proposed transaction as it reflects the strengths and the potential of the Company and the result of the team effort at Tele Atlas to create a strong position in the marketplace. We have carefully reviewed the Offer and, after consultation with our financial advisers, believe that the attractive Offer Price represents a fair offer for the Company. We will therefore recommend the intended Offer to our shareholders.”

Commenting on the proposed Offer, Alain De Taeye, Co-founder and CEO of Tele Atlas said: “The TomTom-Tele Atlas partnership signals a new era in the digital mapping industry. The combination of TomTom’s customer feedback tools and Tele Atlas’ pioneering map production processes allows Tele Atlas to dramatically change the way digital maps are continuously updated and enhanced. The result will be a completely new level of quality, content and innovation that helps our partners deliver the best navigation products. This transaction is not only very attractive to our shareholders but demonstrates our longstanding commitment towards all of our partners and customers to deliver the best digital map products available.”

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