Related Party Transactions and Outside Related Director Information

NAVTEQ Corporation (NVT)

3/31/2006 Proxy Information

No related party transactions or special transactions reported for this company. Director relationships marked "Outside Related" at this firm will most often be former executives of the company. Additional information regarding these relationships will be added during our regular updates.

3/25/2005 Proxy Information

As of March 1, 2005, Philips B.V. owned 33,101,305 shares of our common stock (approximately 37.1% of the total issued and outstanding). One of our directors, Mr. Groenhuysen, is employed by a subsidiary of Royal Philips Electronics. Mr. de Lange, another one of our directors, was employed by Royal Philips Electronics or its subsidiaries until June 2002.

Warrant Agreement. On April 28, 2004, Philips B.V. exercised its warrants to acquire 3,384,286 shares of our common stock at a purchase price of $0.14 per share. The shares resulting from the exercise of the warrants were not included in Philips' outstanding common stock for purposes of the special cash dividend that was paid to our common stockholders on June 18, 2004.

Registration Rights Agreement. On March 29, 2001, concurrently with the execution and delivery of a stock purchase agreement, we entered into a registration rights agreement with Philips B.V. Under the registration rights agreement, we have granted Philips B.V. certain rights to register shares of our common stock owned by Philips for sale under the Securities Act. Philips B.V. may require that we register some or all of its shares at any time, as provided in the agreement. Philips B.V. is entitled to make up to four more demands for registration. We are obligated to pay all expenses in connection with the registration (other than the underwriting commissions or discounts and legal expenses of Philips B.V.). We are not required to effect any requested registration, however, until a period of six months has elapsed from the effective date of the most recent previous registration. On April 16, 2004, Philips exercised its first registration demand right under the registration rights agreement. We completed our initial public offering registering these shares in August 2004.

In addition to the demand registration rights, if we propose to register any shares of our common stock for public sale under the Securities Act, either for our own account or the account of any other person, Philips B.V. may require that we include some or all of its shares in that registration. We are obligated to pay all of the expenses incurred in connection with the registration (other than the underwriting commissions or discounts and legal expenses of Philips B.V.). The underwriter of an offering of our securities proposed to be made under this provision may limit the number of shares of our stock owned by Philips to be included in the registration under certain circumstances. We are obligated to indemnify Philips and any underwriter, and Philips is obligated to indemnify us, for certain liabilities in connection with offerings conducted under the registration rights agreement.

Our obligations to register shares of our common stock owned by Philips terminate after the earlier of (i) five years after our initial public offering or (ii) the date at which Philips B.V. is able to sell all registrable securities held by it within a 180 day period in accordance with Rule 144 under the Securities Act.

Guarantee. We obtained an irrevocable standby letter of credit with LaSalle Bank N.A. in conjunction with one of our facility leases. The original face amount of $2,000,000 declined annually over seven years until November 30, 2007, which was the end of the facility lease. Philips issued an unconditional and irrevocable guarantee to the bank as the primary obligor, in accordance with our obligations regarding this facility lease. We issued a counter guarantee to Philips in which we agreed to pay a fee of 1.5% per annum of the original $2,000,000 face value amount of the stand-by letter of credit. In 2003, for amounts due during the years 2002 and 2003, we paid $60,000 related to the counter guarantee. The letter of credit, the Philips guarantee and our counter guarantee to Philips were cancelled in 2004 as the beneficiary agreed these were no longer required.

Deposit Agreements We entered into a deposit agreement with Philips in May 2002, which was subsequently assigned to our U.S. operating subsidiary. One of our European operating subsidiaries also entered into a deposit agreement with Philips in September 2003. The purpose of these agreements was to optimize the returns on temporary excess cash. These deposits with Philips earned interest at a rate of U.S. LIBOR minus 0.25% for a U.S. Dollar deposit and EURIBOR/EONIA minus 0.25% for euro deposits. Each of these deposit agreements expired upon completion of our initial public offering in August 2004, at which time we invested cash balances in excess of our short-term operational needs in short-term investment grade instruments.

During 2003 and 2004, we received $268,000 and $256,000, respectively, in interest income related to these deposit agreements.

Swap Agreement. On April 22, 2003, we entered into a U.S. dollar/euro currency swap agreement (the "Swap") with Philips to minimize exchange rate exposure between the U.S. dollar and the euro on the expected repayment of an intercompany obligation. The Swap was subsequently assigned to an unaffiliated third party in the third quarter of 2004. Under the terms of the Swap, one of our European subsidiaries makes payments to the other party, which was Philips prior to the assignment of the Swap, in euros in exchange for the U.S. dollar equivalent at a fixed exchange rate of $1.0947 U.S. dollar/euro. The U.S. dollar proceeds obtained under the Swap are utilized to make payments of principal on the intercompany loan. The outstanding principal balance under the intercompany loan was $187,136,000 at April 22, 2003. The Swap has a maturity date of December 22, 2006 and provides for settlement on a monthly basis in proportion to the repayment of the intercompany obligation. As of December 31, 2004, the outstanding intercompany obligation (net of payments) was $87,352,000.

The intercompany loan bears interest at one-month U.S. LIBOR. The Swap also provides that one of our European subsidiaries will pay interest due in euros on a monthly basis to the other party in exchange for U.S. dollars at the one-month U.S. dollar LIBOR rate.

Software License. In October 2004, we licensed certain software to Philips for development purposes and provided consulting services related to this software. We did not receive any license fees or consulting fees in 2004.

Other Transactions. We have historically entered into transactions with affiliates of Philips, under which we have received the following: software; software related consulting services; treasury services; tax consulting services; insurance services that enable us to be covered by Philips' insurance coverage for General Liability, Worker's Compensation, Employer's Liability, Director and Officer, Property Damage/Business Interruption, Crime and Marine Cargo; access to Philips' purchasing services program that enables us to buy various goods and services, such as parcel services, fleet services to lease cars, travel arrangements, computer peripherals and software, from third parties at a discount to the standard price as negotiated between Philips and such third parties; and a license to use and sublicense certain patents related to our business.

Total fees incurred for these services of $1,791,000, $1,026,000 and $1,342,000 are included in our operating costs and expenses for the years ended December 31, 2002, 2003 and 2004, respectively. We believe that the terms of these transactions generally have been more favorable than those we could obtain from unaffiliated third parties and have resulted in operating expense savings for us of approximately $2,000,000 to $2,500,000 per year. However, following completion of our initial public offering in August 2004, we are no longer obtaining software, software-related consulting services, treasury services, tax consulting services and insurance from or through Philips. In addition, we ceased participating in certain Philips' purchasing programs following completion of the initial public offering and the remainder by March 31, 2005. To the extent we are unable to obtain goods and services at prices and/or on terms as favorable as those previously provided to us from Philips, we expect that we will incur increased operating expenses in future periods.

Separation Agreement. In connection with our initial public offering, we entered into a separation agreement with Philips to terminate those programs and services provided by, or through our relationship with, Philips. These programs and services include the programs and services described above as well as certain insurance programs and policies provided to us. In addition, we have agreed, subject to certain limitations, to provide to Philips various financial and other information of ours in order to enable and assist Philips in any regulatory or other administrative proceeding, to comply with reporting, disclosure and other filing obligations imposed on it, and to conduct its ongoing businesses. We do, however, continue to have a license to use and sublicense certain patents related to our business.