Ease2pay N : 2022 Jaarverslag

2022 Annual Report

Contents
Ease2pay N.V. shares	3
Membership of the Management Board and the Supervisory Board	4
Organisational structure	7
Report of the Management Board	8
Report of the Supervisory Board	19
Financial statements 2022	23
Consolidated financial statements 2022	23
Consolidated statement of profit or loss and other comprehensive income	23
Consolidated statement of financial position	24
Consolidated statement of cash flows	25
Consolidated statement of changes in equity	26
Notes to the consolidated financial statements	27
Company financial statements 2022	52
Company statement of profit or loss	52
Company statement of financial position	52
Notes to the Company financial statements	53
Other information	58
Articles of association provisions governing the appropriation of profit	58
Independent auditor's report	59

Ease2pay N.V. shares

Listing

Docdata N.V., the legal predecessor of Ease2pay N.V. (symbol: EAS2P, ISIN Code NL0000345627 (hereafter also referred to as 'Ease2pay', 'the Company', or 'the Group')), has been listed on Euronext Amsterdam since May 1997. Docdata N.V.'s name was changed to Ease2pay N.V. on

21 February 2018.

Capital and shares

The authorised share capital was EUR 11 million on 31 December 2022, comprising 110 million ordinary shares with a nominal value of EUR 0.10 each. 23,542,215 shares were in issue as at 31 December 2022 (31 December 2021: 10,550,208).

Ease2pay N.V. shares

• H3G B.V.: 5.6%
• Desysion Holding B.V.: 3.8%
• Cross Options International XI B.V.: 3.6%
• ENERGIIQ Energie-innovatiefondsZuid-Holland B.V.: 3%

Investor relations policy

To keep costs low and in line with the size of the Company, Ease2pay has opted to restrict its investor relations policy to issuing press releases. Ease2pay has drawn up a policy on contacts with shareholders, analysts and the press that can be found along with the press releases under 'Investor relations' on the www.investor.ease2pay.eu website.

Major holdings

Dividend proposal

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The Financial Supervision Act (Wet op het financieel toezicht - Wft) requires shareholders holding at least 3% of the outstanding shares to report this to the Authority for the Financial Markets (Autoriteit Financiële Markten - AFM). As at 31 December 2022, the respective shareholdings of at least 3% in Ease2pay N.V. are as follows:

• J.H.L. Borghuis (indirectly via Morgen Beheer B.V., one of the two partners of The Internet of Cars v.o.f.) jointly with G.J. van Lookeren Campagne (indirectly via Loca Holding B.V., one of the two partners of The Internet of Cars v.o.f.): 28%
• SEnS Holding B.V.: 17.5%%
• Arkelhave Capital B.V.: 10.6%
• T.O. Hektor: 8.2%

Based on the 2022 results, the Management Board of the Company proposes not to pay any dividend to its shareholders.

Insider trading regulations

Ease2pay has Insider Trading Regulations to implement the legislation as set out in Section 5:56 ff. of the Wft and detailed in the Market Abuse (Financial Supervision Act) Decree (Besluit Marktmisbruik Wft). Staff and advisers who are regarded as insiders by Ease2pay sign a declaration committing them to comply with these regulations, which can be found (in Dutch) under 'Investor relations' on the www.investor.ease2pay.eu website. The Management Board and the Supervisory Board also meet the provisions of Chapter 5.3 of the Wft, the rules on disclosure of voting rights, capital, major holdings and capital interest at issuers. The AFM supervises compliance in this context.

Membership of the Management Board and the Supervisory Board

Management Board

Jan (J.H.L.) Borghuis (1968)

• Dutch nationality
• Reappointed as a director: 19 January 2022
• Term of office: until the annual General Meeting of shareholders in 2026

Sole director and shareholder of Morgen Beheer B.V., one of the two partners in The Internet of Cars v.o.f. This partnership is one of Ease2pay N.V.'s shareholders. Jan Borghuis studied business economics at Erasmus University Rotterdam.

Maarten (M.L.) Hektor (1971)

• Dutch nationality
• Appointed as a director: 19 January 2022
• Resigned as a director: 27 December 2022

Sole director and shareholder of Desysion Holding B.V. This company is one of Ease2pay N.V.'s shareholders. Maarten Hektor studied business administration at Erasmus University Rotterdam.

Membership of the Management Board and the Supervisory

Gijs (G.J.) van Lookeren Campagne (1967)

• Dutch nationality
• Reappointed as a director: 19 January 2022
• Term of office: until the annual General Meeting of shareholders in 2026

Sole director and shareholder of Loca Holding B.V., one of the two partners in The Internet of Cars v.o.f. This partnership is one of Ease2pay

N.V.'s shareholders. Gijs van Lookeren Campagne studied business4 economics at Erasmus University Rotterdam and earned a degree of

Dutch Chartered Accountant ("RA") from the Tilburg University.

Edwin (E.M.) Noomen (1972)

• Dutch nationality
• Appointed as a director: 19 January 2022
• Resigned as a director: 27 December 2022

Director and sole shareholder of ISLA Holding B.V. and director of SEnS Holding B.V. (until 1 January 2023). The latter company is one of Ease2pay N.V.'s shareholders. Edwin Noomen studied business economics at Erasmus University Rotterdam.

Supervisory Board

Manuela Melis (1973)

• Dutch nationality
• Appointed as a Supervisory Board member: 30 June 2022
• Term of office: until the annual General Meeting of shareholders in 2026

Ms Melis studied business economics and has experience in the fields of interim management, digital innovation and performance improvement. Ms Melis is director finance and operation at the Dutch public transport route planner (9292 REISinformatiegroep) and acts as independent interim manager (at TweeM.nl) and operates mainly in industries public transport and logistics (a.o. Melis Logistics).

Membership of the Management Board and the Supervisory

Heini Withagen (1969)

• Dutch nationality
• Appointed as a Supervisory Board member: 30 June 2022
• Term of office: until the annual General Meeting of shareholders in 2026

Mr Withagen studied Electrical Engineering and obtained his PhD in Electrical Engineering at Eindhoven Technical University and has expertise in the field of digital transformation. Mr Withagen is the co-founder of Ravling, CIO at Tired of Cancer and has his own consultancy and investment-firm DHP Holding B.V. In the past, he was Chief Technology Officer ad interim at felyx and Co-Founder and Chief Technology Officer of

Mirabeau B.V.

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Marijke Terpstra (1961)

• Dutch nationality
• Appointed as a Supervisory Board member: 30 June 2022
• Term of office: until the annual General Meeting of shareholders in 2026

Ms Terpstra studied Law at Utrecht University and has experience in the fields of risk management and compliance. Ms Terpstra is Chief Risk & Compliance Officer at European Merchant Services B.V. She has experience as Chief Risk Officer at Payvision Holding B.V., Chief Compliance Officer at ContextLogic B.V. and Vice President Head of Regulatory Governance Risk & Controls at Deutsche Bank.

Tom de Witte (1966), chairman of the Supervisory Board

• Dutch nationality
• Appointed as a Supervisory Board member: 30 June 2022
• Term of office: until the annual General Meeting of shareholders in 2026

Mr De Witte studied Economics and Law at the Erasmus University in Rotterdam and graduated at the Erasmus University in Rotterdam as Dutch Chartered Accountant ("RA") and has experience in the fields of finance and control. Mr De Witte is Chief Financial Officer at ProDelta and member of the Supervisory council of Diergaarde Blijdorp / Rotterdam Zoo. Prior to that, he was for 12 years auditor at Arthur Andersen and was for another 12 years CFO of the listed real estate funds of the Vastned Group. Furthermore, he was a non-executive board member at

Membership of the Management Board and the Supervisory

Globalworth Poland Real Estate and member of the Supervisory Board and member of the audit committee of Staedion.

Wim (W.C.H.) Fahrner (1960)

• Dutch nationality
• Appointed as a Supervisory director: 21 February 2018
• Date of resignation: 30 June 2022

Wim Fahrner studied law and was CEO of Atos for three years. Prior to that, he was director/majority shareholder of Quality Equipment Benelux B.V. for 25 years until the company was taken over by Worldline. At that time, Quality Equipment was market leader in the Netherlands in electronic payments for large retailers and SMEs and in the catering, vending machine and parking sectors. Since 2018, Mr Fahrner has been a shareholder and director of Q-Vend B.V., which distributes PoS payment terminals. Since 2016, Mr Fahrner has been a shareholder in Pronos B.V., which works together with the Dutch health authorities on providing early mental health diagnosis based on text mining.

Profession: director/owner of Jolse B.V. and independent strategy adviser

Nadja (N.) van der Veer (1982)

• Dutch nationality
• Appointed as a Supervisory director: 21 February 2018
• Date of resignation: 30 June 2022

Nadja van der Veer studied law and has over 10 years of experience in the online payments industry, having worked at an international payments service provider and credit card acquirer. Since 2016, she has been an independent payments lawyer trading as PaymentCounsel and a

legal/compliance consultant for various parties in the payment chain6 including fintechs, PSPs, acquirers, EMIs, processors, solution providers

and e-commerce platforms. In addition to her advisory work, she enjoys supporting the industry and promoting innovation and acts as a speaker, ambassador and mentor and visits many industries networking events.

She has been compliance director at Rewire since January 2019, a member of the Supervisory Board of 2Checkout since September 2019 and a member of the advisory board of Konsentus since October 2019. Profession: director/joint owner of PaymentCounsel

Organisational structure

Introduction

Ease2pay's organisational structure changed in 2022 following the acquisition of Involtum Holding B.V. In 2022, the organisation had 31 employees, or 14.5 full-time equivalents as employees had part-time employment (2021: 7).

Parking and fuelling payment transactions are processed by the Group company Ease2pay B.V. Ease2pay B.V. is listed in the registers of exempt electronic money institutions and exempt payment service providers at De Nederlandsche Bank N.V. (DNB). Ease2pay B.V. is exempt in both roles and therefore not under the supervision of DNB. In addition, Ease2pay B.V. has been accredited by Currence as an eMandate Service Provider (MSP) and certified as a Collecting Payment Service Provider (CPSP) for iDEAL. Stichting Beheer Derdengelden Ease2pay holds the electronic money institution balances of users of the transaction platform independently of the commercial operations. Other transactions (Involtum platform) are invoiced to app users and repaid to merchants.

Summary of the organisational chart and main activities

Ease2pay N.V.

Involtum		Ease2pay		Stichting Beheer
		Derdengelden
				Ease2pay

Organisational structure

Ease2pay N.V.: holding company

• Intellectual property rights of the brands

Ease2pay activities

• Agreements with customers who use the platform
• Agreements with merchants which use the platform
• CPSP and electronic money institution exemptions from DNB
• iDEAL certificate agreement and MSP accreditation agreement from Currence
• Government Road Transport Agency (RDW) data agreement
• Ease2pay IT platform
• Ease2pay mobile apps

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Involtum

• Agreements with customers who use the platform
• Agreements with merchants which use the platform
• Process transactions on the platform for merchants
• Power charging (NomadPower, for example)
• Invoicing and payments for transactions processed on the platform
• Involtum IT platform
• Involtum mobile apps

Stichting Beheer Derdengelden Ease2pay

• Holds independently entrusted monies of users of the transaction platform

Report of the Management Board

Delayed publication of the annual report

Preparing the annual report 2022 has required more time than initially foreseen, as set out in our press releases of 20 April, 29 June and 4 July 2023. Among other reasons, this has been due to the changes in the Management Board that were announced in our press release of 27 December 2022. In addition, during the preparation of Ease2pay's annual report 2022, inaccuracies in administrative processes and systems of Involtum-related business units were detected, in particular impacting Ease2pay's value added tax position. The nature of these inaccuracies required evaluation first, before finalising and publishing the annual report. The Management Board and its external advisor have been evaluating and remediating the value added tax position, including ongoing interaction with the relevant tax authorities, currently resulting in a value added tax liability as at 31 December 2022 of EUR 103 thousand.

The procedures above were completed after the balance sheet date and before publication of the annual report. Findings related to financial year 2022 are included in the financial statements 2022. In 2023, the Group enhanced these invoicing and value added tax procedures in order to obtain their robustness.

The Management Board regrets it was not able to provide Ease2pay's annual report in time to its shareholders. Although the Management Board needed to purify these inaccuracies before the regular publication date of the annual report. The Management Board stresses its gratitude for the help and effort of all people in this process and the patience of its shareholders for this delay.

Report of the Management Board

Strategy

Following its latest acquisition, of Involtum Holding B.V. and its group companies (hereafter 'Involtum') in January 2022, the Company has become a provider of a self-service platform for products and services that connect travellers with providers of parking and charging facilities, not only on the road but also on water. With its platforms, the Company enables the booking and/or use of parking and/or charging facilities ('book-park-charge') and online payment of these transactions.

The Group is active in the market for self-service transactions, particularly in the transport sector and with a focus on three transport-related niches:

(i) individual transport, (ii) recreational vehicles and vessels and (iii)

commercial transport. Examples of these self-service transactions8 supported by the Company's products and services in these separate

markets include (i) charging private cars, on- and off-street parking and refuelling at filling stations, (ii) reserving a parking bay or mooring and arranging access to electricity and tap water and possibly additional facilities, such as launderettes, and (iii) booking a mooring/parking bay and arranging access to a power/shore power connection and tap water. The transactions in all of these markets have in common that they are on an 'as-used' basis.

The Group serves its customers in these markets by providing book-park- charge products chiefly consisting of a back-end platform in combination with front-end applications and websites. The back-end platform connects to devices, such as chargers, electricity and water supply connection points, washing machines and dryers. The Group refers to its direct customers as merchants. Merchants are government bodies (mainly municipalities and port authorities) and commercial organisations that use the platform supplied by the Group to make facilities and services

available to their own customers. The Group refers to the customers of merchants as users.

The products provided by the Group make use of cloud-basedback-end platforms (the Platform) in combination with front-end applications and websites. The front-end applications in the form of various apps and websites that can be used to access the services provided by the Group are available to users under different brand names. The Group has created dedicated apps and often also interactive websites for each brand, tailored to the specific features developed for each brand. The Group has developed one or more brands for each of its target markets.

The Company believes a range of developments and trends that include the emergence of smart parking, the ever-increasing importance of mobile phones, the steady development of self-service and Internet of Things technology and the growing demand for sustainable and sustainability-oriented services, to be the driving forces behind future growth in these markets.

The above are keystones to enable Ease2pay's strategy for the coming three to five years using its self-service platform for transport services and supporting the energy transition as communicated on the General Meeting of shareholders on 29 June 2023.

Events in 2022

Following the acquisition of Involtum in January 2022, this year was all about integration. In addition to the existing business activities that continue as usual, a lot of time and attention was devoted to integration activities, such as merging offices and teams, and implementing joint standards and working methods. We explain the most important milestones in more detail below.

Report of the Management Board

Acquisition of Involtum

On 19 January 2022, the Company acquired the entire share capital of Involtum and issued a total of 12,992,007 unlisted shares in the context of the acquisition of Involtum Holding B.V. and to strengthen equity of the Company.

Involtum offers an Internet of Things ('IoT') linking and transaction platform with an integrated invoicing and payment system focused specifically on electricity supply and charging infrastructure and digital payment for self-service in ports, truck parks, camp sites, marinas and launderettes.

Published prospectus

On 16 September 2022, the Company issued a prospectus which was

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published for the purpose of admission to trading on Euronext Amsterdam of 12,992,007 ordinary shares in the capital of Ease2pay N.V.

Directors resignation

On 27 December 2022, Mr E.M. Noomen and Mr M.L. Hektor stepped down as directors of the Company. They transferred their activities and, on 1 April 2023, they terminated their activities for the Company. Both directors joined the Board of the Company, subsequent to the Involtum acquisition on 19 January 2022.

Goodwill impairment

With the above transaction, Ease2pay has expanded its activities in the field of transaction processing for parking with transaction processing for electricity facilities of third parties, as well as own electricity facilities at locations of third parties for the refrigeration installations of trucks in various European countries. Regarding the Company's own electricity supply for refrigeration installations of trucks, which was set to transform,

on an ambitious timeline, from electricity supply for truck cooling installations to a network of charging points for charging of e-truck batteries in Europe. The changed market conditions and their impact on hardware investment activities, among others due to the war in the Ukraine resulted in higher inflation and interest rates, that ultimately led to a strategic reorientation that made the Board of Ease2pay refrain from realising such a private network of charging points for e-trucks in the coming years. As a result of this strategic decision an impairment was identified in the goodwill of the acquisition and recognised on the balance sheet. Following an impairment analysis, a goodwill impairment of

EUR 23.8 million was recorded in 2022 and communicated in a press release on 20 April 2023. The strategic reorientation, on the other hand, offers room for a sharper approach focused on transaction processing for third-party electricity supplies and a step in that direction to move forward.

Financial developments during the financial year

Result for the year

The statement of profit or loss for 2022 can be summarised as follows:

EUR thousands	2022	2021	Change
Revenue	3,382	354	3,028
Cost incurred from services and goods sold	-2,532	-270	-2,262
Employee benefits	-1,107	-197	-910
Other operating expenses	-1,533	-474	-1,059
EBITDA	-1,790	-587	-1,203
Depreciation, amortisation impairment	-24,633	-211	-24,422
Operating loss	-26,423	-798	-25,625
Finance expenses	-23	-10	-13
Income tax expense / income	-371	0	-371
Loss for the year	-26,817	-808	-26,009

Report of the Management Board

The net loss for the year came in at EUR 26.8 million, primarily due to the goodwill impairment of EUR 23.8 million in the context of the market circumstances and strategic decisions and directional change after the acquisition of Involtum.

With its platforms and sales of goods and services, Ease2pay generated a total revenue of almost EUR 3.4 million. This is a total increase of EUR 3 million compared to 2021 and relates mainly to the Involtum activities. Higher costs in the year relate to increases in regular cost due to the activities of Involtum and expenses for the acquisition (see 'Advisory and consultancy expenses' hereafter). The related cost incurred from financial institutions to settle these transactions, power and other costs, and cost of goods sold increased by EUR 2.3 million. This relates mainly to the

activities of Involtum.

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Employee benefits increased by EUR 0.9 million, to EUR 1.1 million, as a result of more personnel being employed following the acquisition of Involtum. Primarily as a result of increased employee expenses for software developers and an overall increase in the number staff, expenses increased by approximately EUR 0.9 million (2021: EUR 0.2 million). Management Board remunerations increased by EUR 0.3 million (2021: less than EUR 0.1 million). The remuneration of the Supervisory Board was less than EUR 0.1 million (2021: less than EUR 0.1 million). On average, the Group employed 14.5 FTEs in the year (2021: 6.6 FTEs). Advisory and consultancy expenses (included in the Other operating expenses) increased substantially, by EUR 1.1 million, to EUR 1.5 million, related mainly to the transaction costs (advisory, legal, etc.) for the acquisition of Involtum and expenses for the evaluation of the administrative inaccuracies. Tax expenses increased EUR 0.4 million due to the remeasurement of the deferred tax assets for unused losses of Involtum to nil.