W A G payment : Annual Report and Accounts for the year ended 31 December 2023

Transforming the European transportation industry

Annual Report and Accounts 2023

Creating our industry's first digital platform

Eurowag is a leading pan-European integrated payment and mobility platform, focused on the commercial road transport ("CRT") industry.

We want to help the CRT industry become clean, fair and efficient through our comprehensive and unique suite of services.

Strategic Report Corporate Governance Financial StatementsEUROWAG Annual Report and Accounts 20231

Highlights

Financial highlights

Net revenue*	Adjusted EBITDA margin*	Loss before tax*	Adjusted basic earnings	Basic earnings per share
						per share (cents/share)*	(cents/share)*
€256.5m	42.4%		€(39.3)m	6.49		(6.62)
+34.4%	-0.4pp		Adjusted profit before tax*	+12.8%
+14.5% organic*	-0.9pp organic*		€56.7m		-6.8% organic*
2023	€256.5m	2023	42.4%	€(39.3)m	2023	2023	6.49	(6.62)	2023
2022	€190.9m	2022	42.8%		2022 €28.0m	2022	5.75		2022 2.41
2021	€153.1m	2021	45.5%		2021 €17.7m	2021	5.77		2021 1.54

* Please refer to the Financial review on page 32 for a full explanation of highlights, including organic, and to Note 11 of the Financial statements for a definition of the alternative performance measures.

Operational highlights

18,379		93,882
average number of active	average number of active
payment solutions customers	payment solutions trucks
+8.4%		+6.5%
2023	18,379	2023	93,882
2022	16,950	2022	88,189
2021	15,020	2021	82,640

Sustainability targets

50%	20%		40%
reduction of carbon emissions	reduction of customers' carbon	female representation in
from own operations by 2030	emissions intensity by 2030	"all people leaders" group
-10.9%2	-0.5%2		by 2025
	+4pp
2023	4,353 tCO2e1	2023	73.9 gCO2e/tkm	2023	35%
2022	3,439 tCO2e	2022	70.7 gCO2e/tkm	2022	31%
2021	2,667 tCO2e	2021	71.2 gCO2e/tkm	2021	28%

Notes:

1. tCO2e or tonnes of carbon dioxide equivalent.
2. From baseline year 2019.

Please refer to the Sustainability section on page 51 for a full explanation.

Contents

Strategic report

• Contents and KPI highlights

• Chairman's statement
  4 Our history
  5 Investment case
  6 Market overview
  7 Industry trends
  8 At a glance

10 Our services

14 Our integrated digital platform

18 Business model

20 Chief Executive Officer's review

1. Our strategy

1. KPIs

1. Section 172

1. Financial review

39 Risk management

47 Viability statement and Going concern

1. Sustainability

1. TCFD

1. Non-financialand sustainability information statement

Governance

78 Chairman's introduction to governance

1. Board of Directors

1. Corporate governance report

1. Nomination and Governance Committee report

1. Audit and Risk Committee report

1. Remuneration report

1. Directors' report

Financial statements

130 Independent Auditors' report

136 Consolidated financial statements

140 Notes to the consolidated financial statements

194 Company financial statements

196 Notes to the Company financial statements

Other information

1. Glossary
2. Company information

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Chairman's statement

Continued delivery for our stakeholders

Dear fellow shareholders,

During 2023, the Group continued to deliver robust growth despite macro pressures, during a period of economic instability in the European markets. The macro factors included the continued war in Ukraine, the conflict in the Middle East, high interest rates and inflation, which have impacted the CRT industry through a slowdown in freight demand. Our purpose to help the CRT industry become clean, fair and efficient is becoming increasingly important.

Eurowag continues to make significant progress towards developing an integrated digital platform and securing its position as a leader in the digitisation of the CRT industry.

Delivering growth

I am delighted that, through an environment of economic instability, the Group was able to deliver double-digit organic growth in 2023. The continued performance against the multi-year background of macroeconomic headwinds across Europe demonstrates the resilience of Eurowag's business model.

M&A and integration

I was pleased that our Company was able to complete the acquisition of Grupa Inelo S.A. ("Inelo") during March 2023. Inelo's presence in Central and Eastern Europe ("CEE") as a provider of integrated transport technology to the CRT industry will allow our Group to build, scale and strengthen our footprint in the core markets of Poland and Slovenia.

During the year, Eurowag completed the integration of WebEye Telematics Zrt ("Webeye"), which was acquired during the summer of 2022, including the alignment of sales forces into a single agile team. The ongoing work to integrate Inelo is prioritising cross-sell opportunities and the consolidation of the product line and will continue throughout 2024.

Digital platform

Our M&A strategy has been directed to the development of our digital platform and the Group has made significant progress towards a single end-to-end digital platform where customers can access all Eurowag's services. The platform is supported through establishing a data platform that improves our data and analytics, and reporting governance which will be important for customers as the industry digitises.

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Eurowag continues to make significant progress towards developing an integrated digital on-road platform."

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Confidence in the Eurowag team

I would like to extend my gratitude, and that of our Board, to Eurowag's employees for their contribution, dedication and hard work during 2023, and without whom the Group's achievements would not have been possible. The success of our Group in the past year and for the future is due to the people that made it possible, which is increasingly true as Eurowag continues to grow and deliver on its promises through difficult macro conditions.

Environmental, social and governance ("ESG") commitments

Our Board remains committed to Eurowag's aim to help the CRT industry become clean, fair and efficient. That ambition is supported by our climate and sustainability targets which were set during 2021 and 2022 and complemented by robust governance and a strong belief in our goal from our employees.

I encourage shareholders to read more in our Engaging with stakeholders section on page 28 and the Sustainability section which includes our reporting against the Task Force on Climate- related Financial Disclosures ("TCFD") targets, on page 51 of this Annual Report and Accounts. You can also find more information in our Sustainability report, available on our website.

Board changes

During the year, there were several changes to the Board. Magdalena Bartoś stepped down as Chief Financial Officer, and we welcomed Oskar Zahn to the role. Caroline Brown, who chaired our Audit and Risk Committee, stepped down as Independent Non-Executive Director and Steve Dryden joined us as Independent Non- Executive Director, taking on the responsibility of chairing the Audit and Risk Committee.

Subsequent to the year end, we welcomed Sophie Krishnan and Kevin Li Ying to the Board, as Independent Non-Executive Directors. Susan Hooper is stepping down from the Board at the Annual General Meeting ("AGM") in May.

I would like to thank Magdalena, Caroline and Susan for their contribution to the Board and the Company as a whole.

The future

Looking forward to 2024, our Board will ensure that we continue to deliver on the commitments made during, and since, our IPO. Our Company continues to grow its addressable market whilst strengthening its market position. In 2024, the Company's focus continues to be on the integration of acquisitions, the Q4 soft launch of the digital platform, and management of debt, which has grown following the acquisition of Inelo.

Paul Manduca

Chairman

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Our history

Journey to an integrated digital platform

Payment provider for energy

and toll payments

Digital provider	Payments and	End-to-end integrated
of services	financing provider	digital platform

Expansion1995-2016

Payment provider for energy and toll payments

• Building customer loyalty as a fuel card and toll payments provider
• From regional to leading CEE player
• Pan-Europeanfuel and toll proprietary network
• Providing credit limits to our fuel card customers

Key:

Accumulation 2017-2022

Digital provider of services

• Acquiring and developing a broader suite of services, with data at the core
• Evolving strategy to address key CRT challenges
• Focusing on mission critical products for our customers
• One-stopshop for data solutions
• Piloting systems integration

Integration2023+

Delivering an industry-first,end-to-end integrated platform, driving efficiency and supporting decarbonisation

• AI, data and connectivity at the heart of value creation
• Cross-sellingcentric design
• Scalability via strong digital and indirect original equipment manufacturer ("OEM") sales channels

Payments	Products	Financing
and services

Load and dispatch

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Investment case

Proven track record of growth

Resilience through business cycles

With around 30% net revenue and adjusted EBITDA CAGR over five years

Transforming our industry

The CRT industry is still very analogue, with complex administrative tasks, inefficient processes and operators that do not have access to technology or data insights and have little to no access to working capital. All these inefficiencies lead to pollution, in an industry that already creates >7% of the EU's carbon emissions1.

We believe that through digitisation and our integrated platform we can help the industry to prosper and become clean, fair and efficient.

Significant market opportunity

With €9 billion addressable market today

Robust business model

With around 42% adjusted EBITDA margin

Integrated digital platform will unlock significant value for our customers and industry

An industry in need of transformation

1

Y Page 6

2

Trends in our markets

Y Page 7

3

Connecting a fragmented industry

Y Page 8

4

Payment solutions

Y Page 10

5

Mobility solutions

Y Page 12

6

An integrated digital platform

Y Page 14

A fair and low-carbon future

7

Y Page 51

Improvements in revenue, cash flow and carbon reduction

Note:

1. Source: https://op.europa.eu/en/publication-detail/-/publication/493b2403-7157-11ee-9220-01aa75ed71a1.

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Market overview

1An industry in need of transformation

The European CRT industry plays an essential role in the economy. It serves as the pillar of the logistics and supply chain network, and it provides for 20 million jobs across Europe1, from manufacturers to logistics professionals, drivers, retailers and administrative staff.

It serves as the primary means of transportation of goods across the continent (75% of gross tonne kilometres driven are done via roads2), and it is vital for international trade, while also contributing to regional and economic development. The CRT industry significantly contributes to the gross domestic product ("GDP") of European countries and trucks play a key role in connecting manufacturers, suppliers and consumers. There are over 9 million commercial vehicles in Europe3, ranging from light vehicles (under 3.5 tonnes) to heavy (over 12 tonnes).

The size of the European CRT market

9.1m		26%	~5%
	of CRT trucks in Europe are based in CEE	of European GDP
CRT trucks		Number of CRT trucks in Europe	~20m
	Share of CRT trucks in CEE
			CRT-related jobs in Europe

Analogue	Complex		Fragmented	Constrained	Low
<13%	30+		>90%	Limited	utilisation
	30%
of road transport	administrative tasks	of operators are small	access to finance
companies are	for every journey	and medium-sized	restricts earnings	of trucks on the road
digitised4			enterprises ("SMEs")	potential	are empty6
			and lack access
			to technology and
			data insights5
Notes:
1. Source: Eurostat/internal company estimate.	3. Source: IHS Markit Vehicle Parc, 01/2021.	5. Source: Eurostat.
2. Source: CVDD, page 40, issued 05/2021, BSG.	4. Source: BCG Digital Acceleration Index.	6. Source: Internal company estimates.

Low	Environmental
profitability	impact
3-5%	>7%
margins	of greenhouse gas
	emissions ("GHG")
	in Europe7

7. Source: https://op.europa.eu/en/publication-detail/-/publication/493b2403-7157-11ee-9220-01aa75ed71a1.

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Industry trends

2 Trends in our market

Trend	Description	How we respond
Market disruption	The geopolitical situation, influenced by the Russian invasion of	With a long history spanning almost 30 years, we have become a trusted partner to our
and complexity	Ukraine and more recently the war in the Middle East, high	customers, through our mission critical product offering, which provides reliability and
inflation and interest rates, has led to a decrease in product	operational and financial visibility.
	manufacturing and demand, which in turn has affected the
	overall number of kilometres driven.
Digitalisation	While the adoption of digital technologies to optimise routes,	We are focused on developing an integrated digital platform that consolidates our services
	tracking and fleet management has been slow, operators are	into a single digital office. This will allow customers to manage their operations more
	seeing its advantage, as digitalisation will bring enhanced	efficiently and automate daily tasks. We are also focused on scaling up our digital payment
	efficiency and cost savings.	solutions with real-time processing and fraud prevention, facilitating better financial
		planning and operations management. By providing real-time data and analytics, we enable
		customers to identify areas for improvement, enhance profitability and reduce costs.
Sustainability	There has been an increased focus on corporate sustainability	We leverage data and AI to enhance efficiency, and our solutions accelerate the prosperity
	reporting and due diligence practices. Ongoing regulatory	of our customers in a low-carbon future. By simplifying operations, increasing profitability
	developments relating to CO2 emissions standards and	and eliminating inefficiencies, our solutions empower customers to invest in sustainable
	measurements for CRT are aligned with the European Green Deal	practices and retain more value.
	and initiatives to address climate change.
Regulation	The CRT industry is heavily regulated, with stricter mobility	We ensure full regulatory compliance across VAT returns, toll operations and
	packages being introduced that focus on adoption of cleaner	measurement and calculation of CO2 emissions, through our comprehensive customer
	technologies, compliance with emissions standards and safety	operations knowledge.
	standards for drivers.

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At a glance

3 Connecting a fragmented industry

We connect business owners, drivers, dispatchers and accountants with merchants in the fuel and alternative energy networks, toll and tax authorities, and other roadside and mobility (data-centric) service providers.

To meet the requirements of our customers, we offer a comprehensive range of products that simplifies the complexities and fragmentation inherent in the CRT industry. Our established cross-sell strategy reinforces this offering, aiming to establish lifelong customer relationships.

Employees across all countries

~1,800

Access provided across Europe:

Fuel stations

~13,000

Strategy	Enablers
Y Read more on	Y Read more on pages 10,
			page 23			14, 29 and 51

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Our purpose

To help make the CRT industry

clean, fair and efficient

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Attract

Be in every truck

Engage

Drive customer centricity

Monetise

Grow core services

Retain

Expand platform capability