Untitled

We go far

Annual Report and Accounts

for the year ended 31 December 2021

W.A.G payment solutions plc

Company Number: 13544823

Eurowag is a leading

pan-European integrated

payments and mobility platform

focused on the commercial road

transportation (“CRT”) industry.

We make the CRT industry life simpler,

by connecting business owners, drivers,

dispatchers and accountants with

merchants in the energy network, toll

chargers and other roadside and mobility

service providers. We do this by creating

a comprehensive suite of services across

payment and mobility solutions.

OUR VISION

To democratise commercial road

transportation through a technological

revolution.

OUR PURPOSE

To create sustainable financial and

technological solutions for the benefit of

our industry, society and the environment.

OUR MISSION

To become the ultimate on-road mobility

platform, creating better business

opportunities across the industry.

Catch up with all of our latest news at

https://www.eurowag.com

https://investors.eurowag.com

We operate in

countries

Serving

15,020

active payment

solutions customers

Operating

82,640

active payment

solutions trucks

We provide access to

approximately

17,000

fuel stations

We have over

years of innovation

and dynamic growth

In 2021, we processed

approximately

32.5m

payment solutions

transactions

Each year, we donate

of EBIT to charitable

causes

There are more than

1,000

employees in 18 sales oces across Europe

And over

360,000

charging points

across Europe

Our payments customers

consume

2.83

products on average

In 2021, we listed on the London Stock Exchange and raised

€200m

of equity capital

Net revenue retention

>110%

CONTENTS

Strategic report

Eurowag at a glance 01

Q&A with Eurowag’s CEO 02

Why Invest in us? 04

Group Highlights 05

Chairman’s Statement 06

Growing with a positive impact 08

Marketplace 10

Our Business Model 16

Case Study- How we acquire and

grow our customers 24

Our end-to-end ecosystem 26

Our purpose, values,

strategy and culture 32

Our Key Performance Indicators 34

Chief Executive Officers

Statement 36

Financial Review 40

Risk Management 48

Viability Statement 56

Our Engagement with

Stakeholders 59

Responsibility and Sustainability 64

Non-Financial Reporting

Statement 92

Governance

Board of Directors 96

Corporate Governance Report 100

Nomination Committee Report 109

Audit and Risk Committee Report 112

Remuneration Report 120

Directors’ Report 142

Financial Statements

Independent Auditors’ Report 150

Consolidated Statement of

Comprehensive Income 160

Consolidated Statement of

Financial Position 161

Consolidated Statement of

Changes In Shareholders’ Equity 162

Consolidated Statement of

Cash Flows 163

Notes to the Financial

Statements 164

Company Statement of Financial

Position 223

Company Statement of Changes

in Shareholders’ Equity 224

Notes to the Financial

Statements 225

Company information 231

Annual Report and Accounts EUROWAG

STRATEGIC REPORT

Eurowag at a Glance

Q Q

A A

Commercial road transportation (“CRT”)

is a fragmented market, dominated by

family-owned small and medium-sized

enterprise (“SME”) fleet operators that

historically have had low access to

capital and largely analogue operations.

Significant in-journey costs are incurred

remotely, by a lone employee, with

multiple merchants and often in more

than one currency. This is complex to

track and vulnerable to fraud. Working

capital is also a major challenge, as

operators need to finance the cost of

transporting their loads before they are

paid for, doing so up to 90 days after

delivery. I am an entrepreneur by nature

and so I founded Eurowag to address

these pain points, initially by providing

essential payment services, which

acted as an entry point to a platform of

technology enabled services.

Through technology, I wanted to

democratise CRT and help our customers

compete and grow in a low-carbon, digital

economy. At the heart of our purpose is

the desire to create sustainable financial

and technological solutions for the

benefit of our industry, society and the

environment. Ever since people have

been able to use computers and mobile

phones to authorise transactions, we

have been innovating through technology

and data to transform the CRT industry

to help our customers and partners grow.

Now we have listed on the London Stock

Exchange, a great market for technology

stocks. This is an important demonstration

of our commitment to governance, as well

as our confidence in our exciting growth

plan. Our story has always been about

long-term sustainable growth, and our

listing starts the next chapter.

Our fuel cards created a

business-critical partnership between

Eurowag and our customers, which

remains a key pillar of our business.

Our fuel cards have evolved into a

closed loop payment card covering all

significant in-journey costs including

toll payments, secure parking,

truck wash and repair shops. This

enables the operator to receive a

comprehensive, real-time record of

the diverse payments made across a

freight trip. With our services deeply

tied into the operations of SMEs

across the CRT industry through our

fuel cards, we were well placed to

expand our offering with data-based

services. The Eurowag of today is a

data led technology enabler, providing

SME fleet operators with the benefits

of digitalisation through our mobile

apps and vehicle telematics.

Our products and services now help

simplify back-office performance for

fleet operators by automating data

exchange and analytics and enabling

connectivity by reducing the friction

between systems. Our technology

helps our customers improve financial

record keeping, reduce fraud and

increase reliability of job execution.

Our on-board payment and telematics

device enables the digitalisation of the

operator’s entire fleet, providing real

time data – truck by truck, driver by

driver. This provides access to a broad

platform of digital solutions, which

boosts fleet efficiency and reliability

through route optimisation, expense

tracking/analysis, monitoring/improving

driver decision making and behaviour.

As the founder and

CEO of Eurowag,

what did you set out

to achieve?

Eurowag began as a

fuel card company –

are you now a

tech company?

Martin Vohánka

Chief Executive Officer

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Q&A with Eurowag’s CEO

Q Q Q

A A A

We are deeply embedded in the

operations of our customers,

enabling visibility of pain points and

opportunities across the industry.

Thanks to our data-driven insights,

we can develop or acquire the

optimal products and services,

and integrate them on our scalable

business platform. Through enabling

digitalisation for our customers,

we are able to continue to expand

our platform of connected systems

and products with new offerings.

In addition, our listing raises the

profile of our business and helps

attract the talented people we need

for growth. It also prepares us for

acquisition opportunities, which is

one of the pillars of our strategy. All in

all, Eurowag is a growing, profitable,

cash-generative business, with a well

capitalised balance sheet, and quite

apart from our growth to date, we are

well positioned for further growth.

The industry we serve still uses

vehicles that run on fossil fuels,

operated by human drivers, to deliver

goods that people need. However, the

world is changing fast. The pandemic

has accelerated society’s transition

from cash to card and from card to

virtual payments, to our benefit. With

our stake in Drivitty, we’re giving new

meaning to mobile and contactless

payments. Regulatory initiatives such

as open banking will help us disrupt

the way people pay even faster. In

addition, eMobility and autonomous

vehicles are distinct global

megatrends. Our business model is

energy agnostic and is positioned

to support our customers through

industry change, providing data-

led services to navigate disruption.

Uberisation – that is, commoditisation

of services through new digital

platforms – will help shippers and

carriers connect faster. This helps us

reduce performance risk through real-

time data. Through acquiring a stake

in Last Mile Solutions, we are able to

accelerate our focus on sustainable

transportation by providing

industry-leading eMobility services,

helping us to expand into the middle

and last mile. Vehicle manufacturers

are becoming an important sales

channel for our products, as well as

a potential consumer of our services,

so we have further expanded our

Automotive business unit. Yes, the

world is changing fast, and we play

a key role in the new world, which is

where our growth will come from.

Yes, it’s not just technology that is

changing, people’s expectations of

businesses are changing too, and we

recognise our responsibility to the

world we all live in. There is much

we already do, and more we can

do, to help protect the environment

and combat climate change. We use

our position to enable faster energy

transition and to diversify energy

sales to a wide range of sources,

such as LNG, CNG, electricity and

future fuels such as hydrogen.

We understood the potential of

digitalisation early, as drivers turned

from maps to navigation systems,

so we acquired a stake in Sygic,

which in turn built technology talent

and development resources through

Road Lords. Our real-time traffic

data makes transport more efficient

by optimising routes and preventing

service disruptions, and safer by

managing traffic and improving

driving styles. Through our telematics

systems, we help enforce regulations

and monitor vehicle status. Our

technology also helps tackle social

issues such as driver loneliness and

poor working facilities and conditions.

Improving standards across the

industry can help operators employ

and retain people. Our aim is for

our success to benefit all our

stakeholders, and that is something

we work hard at every day.

What has allowed

Eurowag to enjoy such

impressive growth?

What gives you the

confidence in this

future growth?

Talking of the wider world,

what role can you play in

improving environmental

and social impacts?

STRATEGIC REPORT

Annual Report and Accounts EUROWAG

Resilient

growth

through multiple economic cycles

with net energy and services sales

CAGR of 15.6% for 2019–2021

Well-capitalised

balance sheet supporting further growth

Access

to data

from more than 100k

connected trucks

Strong

management

team and Board of Directors with UK plc experience

Loyal

customer base

>110% net revenue retention

Profitable and

cash-generative

business model with 46% Adjusted EBITDA margin

Significant

market

opportunity with €25-40b TAM

in market with disruptions

Please refer to Key Performance Indicators on page 34 for a definition.

Please refer to Alternative Performance Measures on page 188 for a definition.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Why Invest in us?

STRATEGIC

INITIAL PUBLIC OFFERING

In October 2021 Eurowag listed on the

London Stock Exchange. Our shares are

trading under the symbol WPS.

We strengthened our balance sheet by

raising €200mn in equity capital to support

further growth.

GOVERNANCE

We expanded our management team and

established a new Board of Directors with

UK PLC experience.

MERGERS & ACQUISITIONS

We completed the acquisition of ADS and

started integrating the customer portfolio,

providing easy access to the full suite of

products and services offered by the Group.

We acquired minority stakes in KomTeS, Drivitty

and Last Mile Solutions, positioning for future

growth especially in digital payments and

e-Mobility.

We announced the intended acquisition of

WebEye, to increase the penetration in our

key markets, expand cross-sell and up-sell

opportunities, and acquire more data from the

connected vehicles.

EXPANDING DIGITAL PLATFORM

Introduced specialized modes for Dispatchers

and Drivers on the Road Lords platform, and

launched the Eurowag mobile application for

easy access to products and services.

Activated access to the new electronic tolling

systems in Austria, Belgium and Poland, followed

by the EETS pilot in Germany in 2022.

21 15,020

19 11,919

20 13,180

18 9,114

21 82,640

19 66,592

20 72,884

18 50,113

21 32.5m

19 26.6m

20 29.1m

18 18.4m

21 153.1

19 114.6

20 128.6

18 73.7

NET ENERGY AND

SERVICES SALES

m

21 45.5

19 41.1

20 45.6

18 35.1

ADJUSTED EBITDA

MARGIN



21 69.7

19 47.1

20 58.6

18 25.9

ADJUSTED

EBITDA

m

21 5.77

20 4.83

ADJUSTED BASIC EARNINGS

PER SHARE

(cents)

21 (0.89)

20 0.91

NET LEVERAGE

CUSTOMERS

The average number of

payment solutions active

customers

rose from 13,180

to 15,020, representing 14%

year-on-year growth.

TRUCKS

The average number of

payment solutions active

trucks

rose from 72,884 to

82,640, representing 13%

year-on-year growth.

TRANSACTIONS

The number of payment

solutions transactions

rose

from 29.1m to approximately

32.5m, representing 12%

year-on-year growth.

FOCUS ON CROSS SELL

AND UP SELL

Our ability to cross-sell and

up-sell has produced net

revenue retention

for



OPERATIONAL

FINANCIAL

Please refer to Alternative Performance Measures on page 188 for a definition.

Please refer to Key Performance Indicators on page 34 for a definition.

21 1.54

20 3.76

BASIC EARNINGS PER SHARE

(cents)

21 17.7

20 28.8

PROFIT BEFORE TAX

m

Please refer to Key Performance Indicators on page 34 for a definition.

STRATEGIC REPORT

Annual Report and Accounts EUROWAG

Group Highlights

The Group is in a good

position to continue to

broaden its technological

foundations and capabilities

and make selected strategic

acquisitions to expand its

market offering.”

DEAR FELLOW

SHAREHOLDERS,

I am pleased to be introducing

Eurowag’s first Annual Report as a

Company listed on the London Stock

Exchange. It has been a momentous

year in Eurowag’s 26-year history.

In the years since 1995, the Group

has transformed into one of Europe’s

leading providers of solutions to the

commercial road transport (“CRT”)

industry through its integrated digital

payments and mobility platform – all

part of its vision for every company

in the sector, however small, to have

access to the benefits of digitisation

at scale.

I was honoured to be invited to be

the Chairman of W.A.G payment

solutions plc as the Group moves into

this new chapter of its history. I am

assisted by a strong Board, which

is embodied with a comprehensive

skill set and diverse background. I

have been encouraged by the unity

of the Executive and Non-Executive

Board members, with mutual learning

and appreciation clearly evident as

the boardroom dynamics begin to

materialise.

LISTING

On 13 October 2021, W.A.G payment

solutions plc was admitted to

trading on the London Stock

Exchange. I want to thank all those

within the business that helped

in this achievement through their

extraordinary effort and dedication in

difficult market conditions.

Trading in our shares has been

constrained by low liquidity and

by volatility in the global financial

markets. However, the fact that

Martin Vohánka, and the other

Shareholders, chose to list in London

underlines the Group’s ambition

and emphasis on good corporate

governance.

Following the listing, Eurowag is now

in a good position to continue to

broaden its technological foundations

and capabilities and make selected

strategic acquisitions to expand its

market offering. With its accelerated

growth plans, Eurowag can play an

integral role in the digitalisation of the

CRT industry.

Paul Manduca

Chairman

I am pleased to be

introducing Eurowag’s

first annual report as a

company listed on the

London Stock Exchange.

INTRODUCTION

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Chairman’s Statement

STRATEGY

Throughout the IPO process, the

Group made clear its objectives to

become the ultimate on-road mobility

platform, creating better business

opportunities across the industry.

The Board was disappointed with

decision of the Ministry of Interior in

Hungary not to approve the proposed

acquisition of WebEye in its current

form, however we will continue to

assess options and remain committed

to the strategy set out at the IPO and

to further expanding our payments

and mobility platform.

Eurowag continues to aim for

sustainable growth for the future

with integrated services that reduce

the impact of our industry on the

environment, by reducing the ratio of

trips with empty loads and improving

road safety.

2021 PERFORMANCE

The Group has performed well in 2021

against a difficult macro-economic

background. Many industries have

been affected by the uncertainty



start recovery has only exacerbated

the difficulties faced by the CRT

industry. The Board will continue to

monitor the humanitarian tragedy in

Ukraine and our thoughts are with the

Ukrainian people at this time.

I am pleased to see that the business

performed in line with historical trends

and the medium-term guidance. The

top and bottom lines grew around

19%, delivering Net revenue of

EUR 153.1 million and adjusted EBITDA

of EUR 69.7 million for the year.

Key performance indicators also

continue to provide a solid base for

further growth. Eurowag is a strong

business, supported by its strong

track record of achieving profitability

and growth.

OUR EMPLOYEES

AND CULTURE

We are of course dependent on

the loyalty and dedication of our

personnel. Our Group consists of more

than 1,000 special individuals spread

around Europe, representing more

than 30 different nationalities, in

18 countries.

A number of the Non-Executive

Directors and I met many of our

colleagues in Prague after our listing,

and the entire Board is very much

looking forward to our site visits

later this year. One thing is clear

from our engagement, our people

are fundamental to the creation of

sustainable, financial and technology

solutions for the benefit of our

industry, society and the environment.

SUSTAINABILITY

ESG was among the first items on

the agenda at the Board’s inaugural

meeting following the IPO. Through

collaboration between Board

and Management, Eurowag has



strategy to support our purpose,

business strategy and future growth

opportunities.

This strategy was formed following

stakeholder feedback and was

developed specifically to address

the material governance, risk, social

and environmental challenges facing

Eurowag and the industries we

operate in.

I invite Shareholders to read more in

our Responsibility and Sustainability

section, which includes our reporting

against TCFD targets, from page 64

of this report.

LOOKING TO THE FUTURE

Despite the volatile geopolitical

situation, which may have a negative

impact on the European economy,

Eurowag remains a fast growing,

profitable, cash-generative business.

I want to thank Shareholders for

their investment in Eurowag. The

year ahead promises opportunity for

the Group. The Board looks forward

to making strong strategic and

operational progress in 2022. I again

want to thank all of our colleagues

who helped make 2021 a success.

Paul Manduca

Chairman

STRATEGIC REPORT

Annual Report and Accounts EUROWAG

The growth of our

business is

• profitable;

• cash generative; and

• resilient.

We continue to build the

business on the following

strategic pillars:

Accelerate digitalisation

in the commercial road

transportation (“CRT”)

industry, bringing new

partners onto our platform

to cross-sell and up-sell to

our existing customers.

Continue to build scale by

growing our customer base.

Geographic expansion,

exploring opportunities for

new regions and further

market penetration.

Unlock liquidity in the CRT

industry and build a platform

for third-party providers to

integrate their offerings.

Use data available on

the platform to facilitate

interactions between

participants in the CRT

industry and create an

integrated end-to-end

marketplace.

Growing in a responsible

and sustainable manner is

at the heart of our values.

We consider a broad range

of stakeholders and share in

our success by:

• helping customers grow

their fleets and expand

their business by

improving their

efficiency;

• helping partners grow

revenues through our

payment solutions;

• helping employees grow

their skills and succeed

in their career; and

• growing the value of our

business for investors.

GROWTH FROM EXISTING CUSTOMERS

GEOGRAPHIC EXPANSION AND MARKET PENETRATION

DIGITAL PLATFORM DEVELOPMENT

Focus on cross-selling and up-selling

to existing customers

We focus on retaining and expanding our

existing customer relationships, and this is

reflected in our high NPS scores and the

longevity of the relationships. Our proven

ability to cross-sell and up-sell has created

an attractive average net revenue retention

rate of over 110% and average customer

tenure of approximately 7.4 years.

We expect to support and improve these

figures by introducing new products

and services, such as eWallet and

Mobile Payment Management Services,

by expanding our European Electronic

Toll Service (“EETS”) capabilities, and

by expanding our platform to further

automate processes and create an even

more seamless experience for customers,

thus retaining them on our platform.

We also aim to advance our mobile

applications, enabling social interactions

that further deepens the relationship with

its customers.



• 

• New toll access in Poland, Austria,

Belgium and Germany

• Deploying on-board unit integrating

toll and telematics, with anti-fraud

protection for payments

• Expanded the acceptance network for

roadside service payments

• Launched Eurowag mobile application

for easy access to customer accounts

Explore opportunities for

geographic expansion and further

market penetration

Use highly effective go-to-market strategy

for new customer acquisition

We acquire new customers through a

marketing strategy based on geographic

clusters, that uses three primary sales

channels to enable a decentralised sales

organisation for our products.

We plan to further expand our extensive

European payment network and increase

our market share within existing markets,

as well as expand into new regions

in Europe. Increased geographical

penetration will enable us to better

provide full coverage to customers.



• Completed ADS acquisition and

started integrating customers to

strengthen position in Iberia

• Rolled out digital sales channels in

western Europe to expand geographic

footprint

• Number of payment solutions active

customers rose from 13,180 to 15,020

representing 14% year-on-year growth

• Number of payment solutions

active trucks rose from 72,884 to

approximately 82,640, representing

13% year-on-year growth

Digital platform expansion

Continued digitisation of the CRT industry is

a clear trend, and one we are already at the

forefront of. We will continue to consolidate

our leadership by evolving towards an

integrated, end-to-end digital platform.

We aim to be a conduit for intermediating

payments and data exchange between

all parties, including, but not limited to,

shippers, carriers, merchants and other

partners. This will allow us to serve our

existing customers better and expand our

client base to include shippers and freight

forwarders.



• Rolled out Road Lords application for

use in the office and on the road

• Enabled payments for charging

stations on the Sygic application

• Launched digital customer onboarding

• Introduced automated scoring of

customer credit risk

• Offered supply-chain financing

solutions from third parties to

customers via EW Cash

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Growing with a Positive Impact

ACCRETIVE M&A

ENVIRONMENTAL, SOCIAL AND GOVERNANCE

Pursue value-enhancing

acquisition opportunities

We have a proven record of acquisitions

and a history of successful integration.

We see acquisitions as a helpful tool for

building our platform and bringing the

next phase of efficient revenue and profit

growth.

Our key considerations for evaluating

acquisition opportunities include:

• enlarging our total addressable market

through new geographic regions

• broadening our total addressable

market through adjacent products and

services

• strengthening our market position in

existing markets

• accelerating the pace of our

strategy by acquiring the necessary

technologies for an integrated

end-to-end digital platform

• increasing customer life-time value

and retention

Our mergers and acquisitions team

constantly monitors the market with the

aim of making acquisitions consistent with

our strategy and financial discipline. When

evaluating an acquisition opportunity, we

always consider its potential impact on our

goals for sustainability and an inclusive

culture.



• Increased capital available for M&A by

primary issue in IPO

• Expanded M&A team

• Appointed Chief Performance

Officer responsible for post-merger

integrations

• Invested in Drivitty to enhance

mobile-payment capabilities, and

Last Mile Solutions to enable energy

transition

• Completed ADS acquisition as an

example of post-merger integration

• Announced potential WebEye

acquisition

We have a methodical approach

to ESG and reflect our values in

everything we do

Growing in a sustainable manner is at the

heart of our values, and we aim to create

sustainable financial and technological

solutions for the benefit of the CRT

industry, society and the environment.

As such, our ESG strategy places an

ongoing and strong emphasis on operating

responsibly, on being a leader in the

industry by exceeding best practice and

by helping transform the industry and

broader society. In practice, we focus

on: initiatives aimed at reducing GHG

emissions to help foster the transition

to clean mobility; addressing the

inefficiencies in the transport industry;

and improving the business results and

wellbeing of our CRT customers.



ENVIRONMENTAL

• Set a target to reduce emissions from

our own operations by 50% by 2030



Scope 3 baseline 2019 data

• Initiated a climate-risk assessment to

understand risks and opportunities

and report in line with TCFD

• Began renewable-energy purchasing

and investments across the Group

• Continued expansion of our alternative

and e-mobility solution offering in Europe

SOCIAL

• Refreshed and published policies

to support DEI, as well as human

rights including employees, including

equal opportunities, anti-bullying and

anti-harassment, health and safety

policy, and grievance policy and

severance principles and the Modern

Slavery and Anti-Trafficking policy

• Improving customers’ wellbeing

(connecting truck drivers via Road

Lords app, enabling access to clean

and safe facilities)

• Making roads safer (helping enforce

regulations, aiding driving style,

monitoring vehicle status)

• Promoting diversity, equity and



80% senior managers are international,

established target to reach 40% female

representation in leadership roles by

2025 and achieved a retention rate of



GOVERNANCE

• Formalised a new ESG strategy

including commitments that focus on

helping our customers compete and

grow in a low-carbon, digital future

• Established a sustainability function

and strengthened ESG governance,

including the appointment of Susan

Hooper as the Board-level ESG

champion

• Expanded the scope of ESG

performance metrics publicly reported

The intensive data processing requires strong dedication to meet the regulatory requirements in the area of



of these areas to be in line with the business standards, with the aim to exceed them.

DATA PROTECTION

STRATEGIC REPORT

Annual Report and Accounts EUROWAG

The commercial

road transport

market overview

We operate in the large and growing

European commercial road transport

(“CRT”) industry and offer companies

a comprehensive suite of payments

and mobility solutions to help them

to operate more efficiently. We focus

on the fleets of both international and

domestic small and medium-sized

enterprises (“SMEs”).

The industry is an essential pillar of

the economy, yet the current market

is still an under-served industry where

companies face multiple challenges

and needs in their day-to-day

operations. Industry annual turnover

in Europe is approximately more

than €350 bn and accounts for

75% of total European overall

freight transport by volume (figures

Eurostat).



According to market data, approximately 96% of the industry’s SMEs

have fewer than 50 employees, with limited opportunities to scale

their businesses. This results in lower bargaining power and provides

opportunities for service providers to differentiate through superior

products and services.

HIGHLY FRAGMENTED INDUSTRY

The digital adoption rate for logistics service providers is at 13%,

substantially lower than in most industries. Therefore, long-term digital

convergence is a substantial opportunity for our market.

LOW ADOPTION OF DIGITAL SOLUTIONS

Customers tend to be overburdened by having to often perform

equally complex and manual workload, when also truck drivers cope

with non-driving activities, which creates even more challenges to

the already highly complex and time-constrained job. The small size

of a typical operator hampers their ability to digitise, as this requires

investment.

LIMITED ABILITY TO OPTIMISE OPERATIONS

Our customers and partners are looking to streamline their operations

by seeking greater convenience, and hence prefer integrated solutions

through a single platform with end-to-end integration.



SMEs in the commercial road transport sector have fewer and costlier

opportunities to obtain capital from the primary finance providers, this is

usually due to the limited size, lack of established credit history, lack of

assets for collaterals and unstable working capital resulting in negative

cash flow. Due to this hurdle, many opportunities still exist to create

efficiencies through technology.

CONSTANT FOCUS ON OPTIMISING WORKING CAPITAL

Carriers must comply with sustainability and safety initiatives, as well

as local tax rules.



EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Marketplace

9.1 million

commercial road transport

trucks in 2020

Circa

€10.1bn

in net revenue (2020) across

fuel-card payments, toll,

tax and other CRT market

solutions

Responsible for

75%

of European freight transportation

movements and constituting 5%

of European GDP

The market is expected to grow with a CAGR of

until 2025

We estimate that the addressable market has the

potential to reach

€25–40bn

with the introduction of digitised

and integrated additional payment

and mobility solutions

The size of the European

commercial road

transport market

Road remains the dominant mode of transportation in

Europe. In 2020, there were approximately 9.1 million

commercial road transport (“CRT”) trucks in Europe

(estimates IHS Markit and Eurostat), 26% of them based

in Central and Eastern Europe.

In 2020, companies in the CRT sector spent €10.1 billion

in net revenues, pooled across fuel-card payments,

toll, tax and similar market solutions. This expenditure

is expected to increase to €12.7 billion by 2025,



of approximately 5%.

INDUSTRY TRENDS

The services we provide to our addressable market in

payments and mobility solutions have the potential to

expand significantly and reach an overall size in the



to trends in the digital optimisation of transportation

processes, the need for improved access to liquidity, and

an increase in demand for improved efficiency, reduced

emissions and regulatory compliance.

We believe we can capitalise on these developments by

developing an integrated digital platform that connects

participants in the commercial road transportation

industry. Using products and services available on the

platform will help our customers make their operations

more cost efficient and help them access opportunities

to expand revenues, ultimately accelerating the growth of

their businesses.

Annual Report and Accounts EUROWAG

STRATEGIC REPORT

We believe digital disruption is poised to create a substantial additional serviceable market opportunity

and expect it to result in:

Trend Description How do we address these trends?

Emergence of

digital freight

forwarding

(“DFF”) and

digital freight

exchanges

The market is experiencing a digitalisation

of the freight allocation process. Through

this, intermediary platforms can connect

shippers and hauliers in real time. One

of the primary benefits of this trend is

the ability for hauliers to better manage

empty loads by participating in a spot

market for freight.

• We are exploring options to connect shippers with carriers on our

integrated digital platform. Matching jobs with available capacity

would further improve efficiency in the commercial road transport

industry and help protect the environment by reducing empty miles.

A rise in

digital

payments

Digitalisation and growth in DFF are also

expected to accelerate digital payment

solutions and so increase the penetration

of alternative payment methods like our

fuel and toll cards, to the point where



all payments

• We are working on introducing digital payments across our merchant

partners, targeting primary energy payments.

• Introducing enhanced, predictive and mainly real-time security

measures, e.g. geo-corridoring or remote refuelling, preventing

fraudulent behaviour, and so saving unnecessary costs.

• Real-time processing provides an instant overview of spending,

allowing our clients better planning and financial operations

management.

• Automating the overall environment allows users to focus on what

is important and improve their business performance, with limited

engagement.

Financial

services

at scale

A rise in digital payments enables the

ability for providers to offer short-term

financing or tailored working capital.

• Digitalisation of the overall financial industry allows CRT players

access to alternative sources of liquidity.

• Different types of liquidity suit different products. We are ready to

provide credit-based, asset-based or other hybrid financing products.

• While a complex offering, it is simple on the user interface, with

embedded financing allowing for effective resolution of different user

requirements, and it can provide financing for customers with limited

credit history.

Direct

vehicle sale

by OEMs

As original equipment manufacturers

(“OEMs”) begin working directly with

platform providers, they may use them

as a sales channel for their new premium

vehicles. This may create the potential

for a new profit pool of the commission

on sales, with estimates of as much as

10% of a vehicle’s value for a sale on the

platform.

• We are developing strategic partnerships with major CRT OEM’s as

we see the automotive OEM’s as essential partners to sell, extend,

and complement our own products and services, improving CRT

customers’ efficiency and user experience.

European

electronic

toll service

(“EETS”)

More recently, the EU increased the push

on European member states to comply

with the European Electronic Tolling

Service, aiming to create a harmonised

EU-wide toll system to simplify the

administrative burden and reduce the

associated costs.

• We have taken the opportunity to build a proprietary EETS toll

payment solution, which from the outset integrates with our other

services, such as telematics along with fuel payment securitisation

and fraud prevention. This creates a growing market opportunity, with

barriers to entry for competitors, and expansion potential both on the

tolling network and through cross-sales to our other services.

• Solves complexity by simplifying the job for truckers with one product.

Lower carbon

mobility

As the number of electric vehicles (“EV”)

and alternative fuel vehicles rises, the

structural demand dynamics between

traditional fuel and lower carbon

substitutes changes.

• Digital solutions support greater energy efficiency.

• Eurowag promotes sustainability and enables the green transition of

the industry.

• We continue to expand our alternative energy and e-mobility

offerings.

• We ensure sufficient infrastructure, large acceptance network with

wide geographical coverage. We create industry partnerships to

advance the development of alternative fuels and e-mobility in the

sector.

• We focus on integrating data on charging points and electric vehicles,

to facilitate an e-mobility transition worldwide. This covers how to

lower charging and range anxiety and enhance the driving experience.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Marketplace CONTINUED

GEOGRAPHIC PRESENCE

We are a pan-European Company

with origins in central and eastern

Europe, an area that represents an

under-served and rapidly growing

part of the European market.

From these origins, we have built

a pan-European payment network

for commercial road transport

(“CRT”) customers and merchants.

We split Europe into three

geographic clusters, covered by 18

sales offices – the Central Cluster



Lithuania, Poland, Slovakia, and

Ukraine), the Southern Cluster



Romania, Serbia, and Turkey)



France, Germany, Portugal and

Spain). We plan to further expand

our market share in existing

markets, and enter new regions

within Europe. We are also growing

our sales office in Germany, with the

intention of creating a DACH Cluster.

HOW WE SERVE OUR CUSTOMERS

We provide energy payments to our

customers through our bunkering

network (owned/rented truck parks

and supply partnership sites) and

through a network of acceptance

partners at approximately 17,000

outlets in 30 countries. These sites

are located on major transportation

routes and along Trans European

Network Transport corridors.

We provide our customers with

payment solutions for traditional

fuels (diesel, gasoline, adBlue) as

well as alternative fuels such as

LNG, CNG, biofuels. Additionally,

with our closed loop card, clients

can pay for a wide range of road

services. In 2021, our clients had

access to 230 parking locations,

890 washing and cleaning locations

and 390 truck-repair shops within

our sites and through partner

cooperation. In 2022, we plan to

extend our offer further by adding

both locations and partners.

COMPETITIVE LANDSCAPE

We face competition from many

companies, including international

oil companies, single-product

providers of fuel cards and other

mobility services, including,

telematics and fleet-management

providers, car manufacturers,

logistics brokers and domestic

freight-forwarding operators.

Except few bigger players with

complex offer and European

footprint, majority of these service

providers is focused on specific

single product or region, whereas

we offer an end-to-end integrated

solution across all products

and countries.

Our competitive advantage is in our

technological platform we have built,

which is able to combine products in

the best way for customer benefit.

High technological investment

together with time needed for build

are a barrier for other players to

compete with us directly.

Market with disruptions2020 2025

25–40

~3x increase

c.3x

Sources: Company and Company estimates

based on data as of May 2021; Allied Market





Fitch/BMI; Industry report.

Notes: Converted from USD to EUR at a fixed



estimates.



Growing serviceable addressable market driven by CRT digitalisation

Serviceable addressable market





HOW WE SERVE OUR CUSTOMERS

Annual Report and Accounts EUROWAG

STRATEGIC REPORT

EUROPEAN ENERGY

PAYMENTS MARKET

The European close loop card

market is experiencing strong

growth as a result of the need for

better transport management, an

increasing demand for payments

and financing for fuel-saving

products and services, and the

higher acceptance of fuel cards and

other new products that improve

security. Using close loop energy

payment cards brings many benefits,

such as preventing unauthorised

purchases, reducing energy costs,

payment for other services such as

toll, parking, washing, repairs etc.,

within closed merchant network,

low cost of payment processing,

short-term financing and tracking

non-fuel purchases and fleet

spending limits. The total European

fuel-card market, including passenger

fleets, which were heavily affected

by the pandemic in that year,

was approximately €156 billion of

processed volume in 2020 and is

expected to grow to approximately

to a volume of €361 billion by 2027,



Market Research).

EUROPEAN TOLL

PAYMENTS MARKET

The European toll market is also

expected to grow significantly due to

planned investment in infrastructure

and the deployment of efficient

traffic-management solutions and

pollution charges. It is expected to

reach €33 billion by 2027, a CAGR



Heavy goods vehicles (“HGVs”)

accounted for approximately 88%

of overall toll collections in Europe

and are expected to account for

approximately €29 billion by 2027.

European Electronic Toll Service

(“EETS”)-related toll services

are expected to account for

approximately €12 billion by 2030.

With our focus on heavy goods

vehicles and medium commercial

vehicles (“MCVs”) across Europe,

rather than passenger fleets, we

are well positioned to benefit from

these trends. In addition, we are one

of the few registered providers of

European Electronic Toll Services in

our markets. The aim of European

Electronic Toll Services is to simplify

tolling by granting private companies

the permission to pay tolls through

one device and through one customer

contract, reducing the costs and

administration.

EMBEDDED FINANCING

In addition, we can use our sector

knowledge and data to target the

large outstanding working-capital

needs of the trucking industry.

We provide credit limits to eligible

customers, with financing built into

the end-user pricing. We also provide

access to third-party financing

solutions e.g. receivables factoring

via EW Cash in the Czech Republic,

Latvia, Lithuania, Poland and Slovakia.

The market segments we address

Payment solutions

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Our Marketplace CONTINUED

EUROPEAN TAX

REFUND MARKET

Tax refund services: The tax refund

market is mainly directed by European

Union (“EU”) and local legislation,

with varying value-added tax (“VAT”)

rates across EU countries, ranging

currently from 8% to 27%, with

different treatment for rebates and

excise duty (“ED”). These disparities

cause increasing complexity for

cross-border trucking, especially in

the event of changes in VAT rates to

support government policies such as

seen recently in Germany and Poland.

The size of the market depends

largely on the volumes of international

truckers, fuel-price movements, the

toll-payments market and volumes

of submitted tax-refund requests,

which may now include components

for electric vehicles and charging.

The market is also influenced to a

lesser extent by other VAT-bearing

items such as oil, Ad-blue, parking,

ferries and electricity. In recent years,

the market for tax-refund services

has been consolidating, with larger

more-efficient players acquiring

smaller ones, and also with VAT rates

consolidating in EU member states.

Another EU trend is the digitalisation

of tax using mostly e-invoicing, and

using AI for extraction of the data.

We expect these trends to continue,

and are currently well positioned as

number three in the EU market.

EUROPEAN

TELEMATICS MARKET

Telematics: Road transport plays

an essential role in the European

economy through commercial

vehicles, medium and heavy trucks,

buses, coaches, light commercial

vehicles and company cars. Berg

Insight believes the European fleet

management market has entered

a growth period that will last for

several years and the number of

fleet management systems in use

is forecast to grow at a compound

annual growth rate of 14%, from 11.5

million units at the end of 2020, to

22.5 million by 2025. The growing

demand for enhanced efficiency,

safety features, sustainability

initiatives and control will serve as a

catalyst for market growth, further

reinforced by government regulations.

Smart routing and location-based

services: Working with system

integrators, original equipment

manufacturers (“OEMs”) and

insurance companies, our offering

spans a number of different

industries. A key tool is to highlight

our Road Lords navigation app, which

links to the rest of our payment and

mobility offering.

The overall commercial road transport

market across payments and mobility

solutions is supported by:

• the growth of cross-border

e-commerce generally, which

is growing at twice the rate of

domestic e-commerce and is

increasing demand for commercial

road transport services

• deeper penetration of products in

core services, such as increased

use of fuel cards

• the growth of fleet-management

services and digitalisation of

both logistics and the overall

supply chain

• development of new technologies

and business models based on

large datasets and analytics

• declining connectivity cost

• increasing awareness of ESG

and industry-wide energy

transformation, influencing the use

of solutions to aid in the transition

to green energy. We intend to

be ready to support any type of

energy and our applications help

optimise journeys and use of

assets, so reducing emissions and

congestion

• the expanding economy, growing

trade and the growth in the

underlying commercial road

transport market

• the expected stable share of

road freight as a proportion of

the total European land freight

transport volume

Mobility solutions

STRATEGIC REPORT

Annual Report and Accounts EUROWAG

Eurowag connects its customers

– owners, drivers, dispatchers and

accountants – with partners, who are

merchants in the energy network,

toll chargers and other roadside and

mobility service providers. We do this

by creating a comprehensive suite of

services across payment and mobility

solutions. This integrated solution

contributes to a smooth customer

experience.

This experience, in turn, draws

the customer in through our core

payment solutions and, in time,

adding more of our mobility solutions

products, which results in further

efficiencies and enhancements in our

customers’ operations.

This creates a strong network effect,

forming a virtuous cycle where each

new participant strengthens the

whole. It also provides us with deep

and detailed customer data, creating

further sales opportunities, increasing

the lifetime value of each customer

and bringing economies of scale.

HOW STAKEHOLDERS BENEFIT FROM OUR MODEL

BUSINESS OWNERS

We help low-margin businesses get

the best price for energy, optimised

routing, and value-for-money services

for their drivers. To ease cash flow,

we provide credit on toll expenses

and tax liabilities, as well as other

financing solutions. We provide

further insights to help them make

better business decisions.

TRUCK DRIVERS

We offer the peace of mind that

drivers won’t be out of pocket, plus an

extended network of fuel stations and

road services, and up-to-date details

of toll services. We provide accurate

maps and navigation tools, and help

them anticipate or find solutions to

unpredictable events on the road.

We help restore the enjoyment of life

on the road.

FLEET DISPATCHERS

We provide easy and relevant places

for the trucks to refuel, and affordable

solutions to meet drivers’ needs. We

offer detailed visibility of trip and

truck travel costs, data to make better

decisions, and the ability to calculate

optimal routes and get an accurate

estimated time arrival (“ETA”), as well

as manage the entire fleet from a

single tool.

How we

create value

Payments

Mobility

PAYMENT SOLUTIONS

• Payment services enable

access to essential products

and services like energy

and toll

• Our services allow customers

to transact efficiently and at

a strong price point

• The Payments and Mobility

Solutions integrate in our

platform, which provides our

customers insights into their

expected payment needs

(e.g. trip toll calculations) and

improves overall ease of use

KEY SOLUTIONS

• Energy payments

• Toll payments

INTEGRATED PAYMENT

AND MOBILITY NETWORK

• Creating lasting customer

relationships and deeply

STRATEGIC REPORT

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

Our Business Model

KEY DIFFERENTIATING

FACTORS BOLSTERING OUR

COMPETITIVE POSITION

Prominent position due to

high share of a wallet

Servicing more than 50% share

Comprehensive payment

network focused on CRT

Small number of market

participants due to high barriers

of entry

Proprietary technology and

product suite designed to

generate unique market data

EVA, Road Lords, Vector, EETS

Integration makes the difference

New products improve unit

economics and extend customer

life-time value

Well positioned for a

sustainable future

Energy agnostic with growing

alternative fuels network and

strong e-mobility presence

ADMINISTRATIVE STAFF

We provide accountants with

detailed visibility of trip and truck

travel operations, costs, data and

receipts, and take care of tax refund

formalities, including complex foreign

currency and regulations processes.

MERCHANTS AND PARTNERS

We make it easy to find and process

customers for energy product

providers, trucker services providers

and financial services providers. For

toll chargers, we integrate seamlessly

with their systems. We provide

the data for those who need maps

such as OEMs, apps and freight

forwarders.

Payments

Mobility

MOBILITY SOLUTIONS

• Mobility services provide

enrichment to and increase

the relevancy of the

payments solutions

• Integrated FMS improve

trucker’s economics (through

better efficiency) and

enhance trucker experience

(through better planning and

connectivity)

• High ratings of Road Lords,

even in its early development,

indicate the product’s

relevance for customer

retention

KEY SOLUTIONS

• Tax refund

• Vehicle information

• Smart navigation

• Adjacent services

entrenching Eurowag into our

trucker’s daily life

• Providing a platform for growing

Eurowag share of wallet

STRATEGIC REPORT

Annual Report and Accounts EUROWAG

Our integrated product offering

Operational efficiency: optimisation of consumption and wear out;

managing working capital requirements; cost reporting; smart routing; and

removing the overall administrative burden for truckers.

Cost savings: cost control; fraud prevention; improved purchasing

conditions; smart routing, FX management; enhancing driving style; and

financing.

Convenience: cashless payments; automatic payments; optimum route

suggestions; relevant network of acceptance points for energy payments;

driver recommendations for best facilities, best supplies and provisions;

and points of interest on route; fewer on-board units (“OBU”).

Safety and social: driver community; safe parking; driving assessment and

education; driver social media for meetings; and traffic recommendations.

PLAN THE ROUTE

Fleet dispatchers can plan the

optimal route for heavy trucks and

deploy directions to the navigation

system inside the cabin for drivers

to follow.

CALCULATE EXPECTED COSTS

Fleet dispatchers can calculate

indicative costs, compare

alternatives and select the optimal

route. They can also book ferries

through our partner, Move Expert.

SECURE ADEQUATE FINANCING

Business owners can use one credit

line for all vehicles in the fleet,

across multiple products, on parallel

jobs, improving working capital

efficiency.

INSURE THE TRIP

Business owners can insure various

risks more efficiently.

PAY FOR ENERGY

Business owners can provide the

means of payment for truck drivers to

refuel or recharge on the road.

PAY FOR TOLLS

Fleet operators can equip vehicles

with integrated on-board units,

enabling drivers to pay for highway

tolls and tunnels seamlessly across

Europe.

NAVIGATE SAFELY

Truck drivers can focus on the road

and use the navigation system with

directions optimised for vehicle

parameters, offline maps and traffic

updates. Business owners can

enforce regulations (e.g. tachograph)

and monitor driver behaviour

(e.g. speed limits) and driving style

(e.g. aggressive accelerating/frequent

braking), across the fleet.

MANAGE FLEETS ON THE MOVE

Business owners can optimise

operations, fleet dispatchers can

plan capacity, truck drivers can

communicate with operators,

back-office workers can monitor live

vehicle information. Our integrated

suite of products and services creates

efficiency on the go.

COVER INCIDENTAL SPEND

Business owners can equip truck

drivers with a credit card to cover

incidental spend on the road.

PROCESS TAX REFUNDS

Businesses can process and collect

eligible excise duty and VAT refunds.

They can also pre-finance eligible

refunds through net invoicing or

advance payments.

SIMPLIFY ACCOUNTING

AND PAYMENTS

Businesses can combine spending

for different products and services on

a single itemised invoice. They can

also change the settlement currency

on outstanding invoices to further

optimise cash flow.

EUROWAG CASH

Businesses can finance eligible

receivables through our partner

Factris.

REGULATORY SERVICES

Fleet operators can post drivers and

fulfil the regulatory obligations in

various countries through our partner,

Move Expert.

The Group’s focus is on

making customers’ lives

easier, more efficient

and more profitable,

whether before setting

out, on the road, or

after delivery.

BEFORE A JOURNEY AFTER DELIVERYON THE ROAD

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Our Business Model CONTINUED

Business owners Truck drivers Fleet dispatchers Backoffice

Merchants

and partners

Energy

We offer the best

fuel price for the

least effort

We provide an extended

network of fuel stations

and peace of mind they

won’t be out of pocket

when they refuel

We provide easy

and relevant places

for trucks to refuel

We provide

automatic and

detailed visibility

of trip and truck

travel operations

We drive traffic to

partner locations

and help energy

product providers

sell higher volumes

Toll

We offer credit on

toll expenses

We provide up-to-date

toll services and hardware

We automatically

provide detailed

visibility of trip and

truck travel costs

We provide

detailed visibility

of trip and truck

travel operations

including cash out

and receipts

For toll chargers,

we integrate

seamlessly with

their systems

Tax

refund

We provide peace

of mind by taking

care of tax refunds

and factoring

liabilities on foreign

tax services

– – We provide peace

of mind by taking

care of tax refund

formalities

–

Financial

services

We provide the

financial means

to manage both

the expected and

the unexpected

expenses

We offer peace of mind

that they won’t be out

of pocket

We simplify or

automate

finance-related

tasks

We make it simple

to control the flow

of information

and cash

For financial

services

companies, we

make it easy to

find and process

customers

Smart

routing

We provide maps

with accurate data

to calculate routes

We provide accurate

maps through apps and

navigation tools

We help them

calculate optimal

routes quickly

and get an

accurate ETA

– For OEM, apps and

freight forwarders

who need maps,

we provide the

data they need

Vehicle

information



We provide the

information to

make better

business decisions

We help them find

the quick solutions to

unpredictable events –

ETA change, payment

issues, tyre repair, wrong

address, navigation,

alerting shippers

We provide

proactive data to

help make better

and easier trip and

truck decisions

We provide

automatic and

detailed visibility

of trip and truck

travel operations

For fleet managers,

we make it easy

to access and

interpret multiple

data sets to make

better decisions

Adjacent

services

We offer value

for money on the

services they buy

for their drivers

We provide an extended

network of road services,

and peace of mind they

will find what they need

when they need it

We provide

access to reliable

and affordable

solutions to meet

drivers’ needs

We provide

detailed visibility

of trip and truck

travel operations

For third-party

product and

service providers,

we make it easy to

find and process

customers

Road

Lords

We provide the

information to

make better

business decisions

Our digital community

helps them

anticipate issues

We help them

manage the entire

fleet from a single

tool, and make

smart, real-time

decisions

– –

STRATEGIC REPORT

Annual Report and Accounts EUROWAG

Eurowag has built an innovative

technology platform that

connects carriers with

merchants and simplifies

the complex ecosystem of

commercial road transport.

Our products and services

touch all areas of the customer

experience, from onboarding

to merchant screening, risk

management and customer

relationship management.

Our technology captures data,

which informs customers

and helps them make better

business decisions. We also

use data to understand our

customer needs better, and so

optimise product development.

How we collect and use data

to support growth

Millions of data points

driving business decisions

DATA

Examples of data we collect:

HOW WE PROTECT OUR DATA

The Group takes protection of the data that it collects, processes and stores

with an utmost importance. Our data protection standards are derived from the



Data security risk is listed as one of the Principal risks of the Group, with following

main mitigation actions applied:

1. Described and implemented platform security and cryptography standards –

infrastructure hardening, penetration testing, vulnerabilities scanning and patch

management

2. Described and implemented user access and identity management standards –

role-based access control, accesses to data assigned on need to have principle and

regular reviews of users’ access rights

3. Establishment of proper foundation controls that include Information risk and security

assessments and IT assets inventory maintenance

4. Described and implemented Change-management standards that provide mechanisms of

ensuring required cyber security standards application in all new IT developments

5. Establishment standard and trainings on IT security-incident management

6. 

management, business continuity management, data backups, restoration, and retention

7. IT Code of Conduct regular trainings for all employees and phishing tests

Examples of data uses:

CREDIT

MANAGEMENT

PRICING

SMART

ROUTING

TRIP

PLANNING

VEHICLE

MONITORING

FLEET

MANAGEMENT





CUSTOMER/

DRIVER

INFORMATION

TRUCKS AND

TRAILER

INFORMATION

PAYMENT AND

TRANSACTIONS

INFORMATION

DESTINATION

AND ROUTING

INFORMATION



LOCALISATION

MOBILITY

INFORMATION



“BEHAVIOURAL”

INFORMATION

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Our Business Model CONTINUED

We see mergers and acquisitions

as a useful strategy for building our

integrated payment ecosystem, and

creating growth and synergies. The

acquisitions and equity investments

shown here have helped us to:

expand our total

addressable market

increase market share in existing

markets and enter new markets

support innovation through

access to customers, talent

and technology

build capabilities to develop

our platform

increase customer life-time

value and retention

The history of our key acquisitions

is as follows:

• In 2014, the launch of our tax

services product line followed from

the Group’s acquisition of 100%



small Czech tax services company,

which we renamed Reamon Tax

in 2015. This acquisition added

essential skills for processing tax

refunds across Europe, reducing

our dependence on external

providers for these services.

• In 2017, the launch of our

telematics product line followed

from the acquisition of 100%

stake in Princip a.s. and expanded

in 2018 with the acquisitions

of 100% stake both in Aldobec

Technologies, s.r.o. and Hi

Software Development s.r.o.

Each expanded our product,

research and development

capabilities and added new

telematics software crucial

customer know-how. This helped

us develop a unique on-board unit

that became the basis for our EVA

and EETS offering.

• In 2019, we acquired 70% stake

in Sygic, a navigation software

company, allowing us to develop

our navigation services and

software, to create an integrated

digital sales channel. Through

this acquisition, we were able to

develop our eMobility offerings.

• Also during 2019, we acquired

a 75% stake in ADS, a group of

companies operating in Iberia

on a similar business model

to ours, further expanding our

market presence, growing our

fuel card acceptance network

and accelerating our market entry

plans into Spain and Portugal.

• In 2021, we made three strategic

equity growth investments:

1. a strategic partnership (via a

27.75% minority investment) with

Dutch-based company, Last

Mile Solutions, one of the fastest

growing eMobility platforms

in Europe

2. a 20% minority investment in

Lithuanian-based company

Drivitty, a mobile payment

solutions integration provider to

the CRT industry

3. a 51% majority investment in

Czech-based company KomTeS,

a value-added reseller of our

telematics products

Reamon Tax



Expanded capabilities and added

essential customer competencies

ADS



Market entry into Iberia

Last Mile Solutions



Reinforced industry-leading

eMobility services

Princip



Expanded customer base and

enabled Eurowag to develop

hardware necessary for OBUs

Sygic



Expanded capabilities and gained

new technology and tools

Drivitty



Enhanced payment capabilities

(cashless and cardless services)

Aldobec Technologies and

Hi Software Development



Expanded customer portfolio,

telematics know-how and

customer data

KomTeS



Unification of direct

sales channel

WebEye





Expanded customer portfolio and

access to data

Expand

our TAM

Strengthen our

market position

Support our

innovation

Build our capabilities

as an end-to-end

digital ecosystem

Proven M&A track record and integration capabilities

Product expansion Customer-base acquistion Both product expansion and customer-base acquisition

How we use M&A to enhance

our digital platform

SYGIC SDK BRINGS THE TALENT AND TECHNOLOGY FOR DESIGNING, DEVELOPING, MARKETING AND

MONETISING MOBILE APPS. THE BEST EXAMPLES ARE THE EUROWAG APP AND ROAD LORDS, WHICH SERVE AS

DIGITAL MARKETING TOOLS CUSTOMISED TO TARGET DIFFERENT AUDIENCES.

Transaction announced in 2021, not completed as of date of publication. See Subsequent Events on page 218 for details.

STRATEGIC REPORT

Annual Report and Accounts EUROWAG

Many providers to the CRT industry

focus on one aspect of customer

needs, such as fuel card or fleet

management system, with the main

focus just on trucking companies.

To fulfil many different, but related,

customer needs we provide an

integrated product offering or a

one-stop shop approach that eases

the complexities and fragmentation

found in the CRT industry with

ultimate focus on truckers, which is

differentiating us from the competition.

We support this with our proven cross-

selling strategy that seeks to achieve

lifetime customer relationships.

Typically, we initiate the relationship

with customers through our energy

payment solutions, but ultimately aim

to expand on this with the addition of

financing, toll payment solutions, tax

refund, telematics, smart routing and

other adjacent services.

We aim to further increase our share

of their spending as we introduce

new products and services. Through

new services and continuous high

quality customer care we are building

long-term relationships with our

customers, which is further increasing

potential for future growth of our share

of wallet.

Our comprehensive suite of payments

and mobility technology solutions

focuses on the fleets of both

international and domestic SMEs,

helping them operate more efficiently.

A typical customer might have seven

employees, consume 40,000 litres

of fuel a year to cover 130,000

kilometres, have six OBUs in operation

and have approximately 200 payment

transactions per month.

Our customer base includes 15,020

active payment solutions customers

and 82,640 active payment solutions

trucks in 2021. Over time, repeat

customers use more of the Group

services. For example, the average

customer with a one-year relationship

uses from two to three products for

customers that are with us more than

five years.

We are able to provide a highly

customised offering and also a

retention strategy based on our

access to millions of data points,

including frequency of usage,

company size and origin, location,

customer price sensitivity, customer

behaviour, transactional data

and tenure. Our digital customer

on-boarding system provides a

competitive advantage as it facilitates

a centralised platform for creating

customer awareness and marketing

campaigns, as well as digital

administration.

How we serve

our customers

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Our Business Model CONTINUED

GO TO MARKET STRATEGY

AND MARKETING

Our diversified sales channels

include field sales, telesales, direct

marketing, point-of-sale marketing,

word of mouth and the internet. Our

decentralised sales model supports

customer proximity with a sales force

of 354 full time employees in 18 sales

offices across our three geographic

clusters: Central, Southern and

Western. Our multi-channel sales

and marketing strategy is focused on

three main elements:

Direct sales and marketing

sales team uses industry expertise

and country-specific databases of

newly registered trucks. Country

sales managers manage sales

operations for an entire country in

target, area sales managers meet

potential customers, and remote

telesales representatives identify

potential customers through a calling

strategy. They are supported by local

customer care teams, specialists

for individual products and also by

local credit specialists to ensure

the most efficient operation and

minimise risk. The area sales force

are generally industry experts, many

of them former employees in the

CRT industry, and they explain to

customers how we are reducing

the complexity of international and

domestic transport.

We then monitor the customer’s

use of the product and services

selected to identify and pursue

opportunities to cross-sell or up-sell.

All this is supported by advanced

data analytics, which is providing

all necessary information on a

daily basis.

Digital strategy and marketing



marketing approach including brand

awareness building, engagement,

acquisition, onboarding, up-sell and

cross-sell activities where all key

digital channels (paid advertising,

SEO, social media, content marketing

etc.) work in alignment to maximise

efficiency. There are different digital

touchpoints (our public web, product

landing pages, online onboarding

channel, mobile application, and

client selfcare portal) that each serve

a specific purpose in the customer

journey. Our newly updated website

is turned from a static Company page

into an active lead generation tool

where interested customers can be

fully onboarded online. The role of

the sales representatives is evolving

into personalised consultation and

assistance. As with the direct sales,

we then monitor the customer’s use

of the product and services selected

to identify and pursue opportunities

to cross-sell or up-sell. Integrating

marketing with our digital products

gives us an opportunity to personalise

the sales proposition. For example, we

can deliver offers to navigation system

users such as energy payments or

insurance when customers behaviour

indicates that these products would

enhance their experience.

Indirect sales and marketing

Based on our unique breadth of

services and focus on the CRT

Industry, we also partner with

Automotive and larger customers

through indirect sales and mobility

solutions. We provide our own core

services bundled with our customers’

services to enable them to offer an

extended offer to their customers

based on our own backend systems

and organisation. An example of this

is our partnership with Volvo Financial

services where Volvo offers our fuel,

toll and tax refund bundled with their

own maintenance services on one co-

branded card to their own customers.

We are also building a position in

the CRT industry primarily through

Navigation where we sell directly to

the Automotive OEMs allowing them

to benefit from our leading Mobility

solutions and allowing other services

to be enabled directly from the

dashboard.

STRATEGIC REPORT

Annual Report and Accounts EUROWAG

CUSTOMER

MERCHANT

ONBOARDING BUILDING A RELATIONSHIP

BECOMING A TRUSTED

PARTNER

Daniel responded to one of our

digital campaigns. Our local area

sales manager, with detailed

knowledge of the industry,

followed up the lead and worked

with Daniel to tailor an offer

based upon the specific needs of

their business.

Over time, we were able to use

data analytics to build a richer

picture of Daniel’s transactional

activity. During this period, we

noticed significant international

refuelling. This enabled us to

propose both toll services and

tax refund services to simplify

their payments and improve

their cash flow. Daniel took up

our toll services as a second

service, three months after

becoming a customer. Tax refund

services followed shortly after,

and our services were quickly

bringing lower energy costs,

improved cash flow and greater

convenience.

Our sales team have a deep

understanding of carriers’ needs

and tailor the products in the

best possible bundle to target

these needs.

Daniel has a more efficient

business with Eurowag as a

partner. Regular sales team

contact, combined with the

digital apps Daniel is now using,

such as Road Lords app, allow

multiple opportunities to both

support, up-sell and cross-sell

further services to Daniel as our

relationship evolves. Daniel will

be able to benefit from further

efficiencies from route planning,

financing, alternative fuels and

insurance.

How we acquire and

grow our customers

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Case Study

Our step-by-step approach

to onboarding and building

loyalty with our customers.

Meet Daniel. They’ve been operating a fleet

of seven vehicles for seven years. Their

business is based in Hungary and their

contracts regularly take their fleet across

six borders within the EU.

BECOMING A TRUSTED

PARTNER

Thanks to our partnership with

Eurowag, our business can

compete with larger fleet

operations and we can grow our

business with confidence.”

Annual Report and Accounts EUROWAG

STRATEGIC REPORT

The Group’s business is divided into the payment solutions segment

(comprising energy payments and toll payments) and the mobility

solutions (comprising tax refund services, including telematics, smart

navigation and other adjacent services).

PAYMENT SOLUTIONS MOBILITY SOLUTIONS

Re-occurring transaction-based

revenue streams

Re-occurring transaction, recurring and other fee-based revenue streams

Energy

payments

Number of

transactions

(x)

average units

per transaction

(x)

fee per unit



Tax

Refund

Processed

volume

(x)

% take rate

Smart

routing

• Subscription

based and

lifetime

license fees

Toll

payment

Processed

volume

(x)

% take rate

Vehicle information



• Subscription

based

Other adjacent

services

• Various

Contributions of the Group’s two business

segments to the Group’s net revenues

26.8%

73.2%

26.1%

73.9%

20202021

Payment Solutions & Mobility Solutions

Payment Solutions Mobility Solutions

Units: e.g. litres of fuel, kilo of LNG /CNG, kWh for EV.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

End-to-End Ecosystem

Payments are the major part of

our ecosystem and are comprised

of economically efficient and

secure means of energy payments

through pre-pay or post-pay fuel

cards and toll payments (by on-

board units). They often serve as

the introduction to our services for

customers.

We have expanded into new

payment methods such as

mobile payments or alternative

authorisation methods such as

bring your own device and more.

These latest technologies will

allow for further integration of

our own, or third-party, tools,

further enhancing our closed-loop

network within our contracted

merchant network, which

continues to grow. Through our

investment in Drivitty, a leader in

mobile fuel payments, we expect

to gain additional energy stations

and benefit from Drivitty’s existing

platform including integration

with mobile-ready merchant

partners and marketing incentive

programmes.

73.9%

of the Group’s

net revenues

In addition to our closed-loop

payment means (fuel cards), we

also encourage customers to use

our open-loop Eurowag Mastercard

card. This allows us to provide

liquidity solutions tailor-made

for each customer.

• Serving 82,640 active payment

solutions trucks

• Processing approximately

32.5 million payment solutions

transactions

ENERGY PAYMENT

SOLUTIONS

Our energy payment solutions

generate mainly recurring

transactional revenue through our

network of acceptance points and

bunkering sites located on major

transportation routes. These offer

customers a more efficient way to

purchase and finance their energy

needs while on the road, offering

competitive prices for their energy

at accessible locations across

Europe, through pre-pay or post-

pay fuel cards.

We are able to use our scale to

receive competitive energy prices

for our customers, who can find

out the prices they may encounter

in advance. We may also offer

discounts to the displayed prices.

Fuel cards offer customers a

cashless means of payment for

buying energy on our network,

thus offering anti-fraud protection,

security and transparency to

our customers. At the end of

the invoicing period, customers

receive a single invoice for all of

their energy charges, including

comprehensive usage and

management information.

In line with our ESG commitment

to facilitate and support the green

energy transition in the CRT sector,

we are committed to:

• Expand our alternative energy

acceptance points to reach

sufficiently large coverage

across the EU

• Increase the share of active

trucks using alternative energy

and drive customer adoption of

transitional and cleaner fuels

• Introduce data insights and

advisory solutions to help our

customers transition to lower

carbon vehicles and fuels,

reduce emissions and improve

efficiency

• Reduce the carbon intensity of

the fuels we sell

We aim to harness our mobility

and payments platform services to

accelerate the transition to a low

carbon future in the CRT sector.

ACCEPTANCE POINTS

We provide payment solutions for

energy sales through fuel cards

and apps that customers use at

an acceptance point. Acceptance

points sell various grades of diesel,

AdBlue, gasoline, bio products and

alternative fuels like LNG and CNG.

We secure contracts with fuel

stations who become acceptance

partners in the network. This

allows for a substantial network

of providers, so we can provide

full geographical coverage to

customers.

For energy we sell this way, we

process the transaction and add

a margin for each unit of energy

sold based on various formulas,

which differ based on the mode of

sale. With a pre-pay card we use

customer funds to settle; with a

post-pay card, we are providing

short-term credit to the customer.

PAYMENT SOLUTIONS

STRATEGIC REPORT

Annual Report and Accounts EUROWAG

BUNKERING SITES

Energy payment solutions also

sells energy directly to customers

through supply partnerships and

fully owned or rented truck parks.

We own or rent, and operate

our truck parks, 18 of which are

unmanned and fully automated.

All are strategically located in key

logistics hubs and truck traffic

zones close to key intra-EU

borders and offer large serving

capacities designed to achieve

high throughput, with fast and

efficient refuelling. They operate at

low cost and afford us full control

of service and product quality.

We also supply the energy to

the supply partnership stations

where we pay a throughput fee

to the station owner. These sites

offer the opportunity for branding

without ownership responsibilities,

lowering of prices for customers

and the achievement of a good

balance between flexibility and

control.

EMOBILITY PAYMENT SOLUTIONS

Through our minority investment

in Last Mile Solutions, we provide

industry-leading eMobility

services, including payment

solutions. Last Mile Solutions

offers a scalable, white-label

billing transaction and charging-

management platform to eMobility

service providers and charge-

point operators. Customers pay

Last Mile Solutions a monthly

subscription fee for the platform

as well as a margin on the price

of kWh purchased. Last Mile

Solutions:

• provides access to more

than 67,000 connected

charging points

• has over 437,000 active

charge-payment cards

• has users in 22 countries

• processed more than

12 million transactions in 2021

We also provide charge payment

options for eMobility customers

through Sygic GPS Navigation

for consumers. Through its GPS

Navigation app, we offer EV mode

with search of charging points,

electric and plug-in hybrid vehicles

onbording, and routing for more

than 360,000 charging points

across Europe with online data and

payment possibilities (via in-app

or RFID card) at approximately

225,000 of these.

TOLL PAYMENT

SOLUTIONS

Each European country has its own

tolling system and regulations,

making over 135 toll chargers

across Europe. Cross-border

drivers often need a variety of

on-board units (“OBUs”) and

payment solutions. Our toll

payment solutions business, similar

to energy payment solutions,

allows customers to pre-pay or

post-pay for their toll payments on

European tolled road networks.

• Approximately 60% of

customers use both energy

and toll payment solutions

• Operating in 23 European

countries and five tunnels

• Cooperating with over

80 partners

EUROPEAN ELECTRONIC

TOLLING SERVICE

More recently, the EU has

increased the requirements

for European member states

to comply with the European

Electronic Tolling Service (“EETS”),

aiming to create a harmonised

EU-wide toll system to simplify the

administrative burden and reduce

the associated costs.

We have taken the opportunity

to build a proprietary EETS toll

payment solution, that from the

outset integrates with our other

services, such as telematics, fraud

prevention and fuel payment.

This creates a growing market

opportunity, with barriers to entry

for competitors, and expansion

potential both on the tolling

network and through cross-

sales to our other services. This

is in the form of an on-board

unit, a small hardware device.

This is usually associated with a

specific national toll domain that

helps record the tolled drives

and supports enforcement by

national authorities. In the past,

international trucks had to use

a variety of OBU devices in a

single trip.

PAYMENT SOLUTIONS CONTINUED

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

End-to-End Ecosystem CONTINUED

The EETS scheme enables a single

OBU to be used across different

countries – with one contract, one

device and one invoice.

The market opportunity

For the carrier, toll payments are

mandatory – the choice is what

service or services to choose.

Our toll payment solutions

generate recurring transactional

revenue from commission on

carrier toll payments as well as a

transaction-based remuneration

received from the national toll

chargers. Our EETS OBU can

significantly reduce the number

of OBUs carriers need to use to

pay for tolls. In certain countries,

we can also secure discounted toll

fees for customers.

The expected total transaction

value of the market is predicted to

have a CAGR of 7% from 2020 to

2027. We anticipate nation states

will strive to earn revenue by

increasing tolling, whether through

increased toll rates, additional

vehicle classes, or growth of the

tolled road network. We are among

the top five EETS providers in

Europe, and aim to maintain this

position by offering an increasing

EETS coverage on our proprietary

technology and through partners,

some of whom might be

competitors in certain markets.

We also build on our extensive

experience in cooperating with toll

chargers where our fuel card has

been used in the past.

Barriers to market entry

EETS providers must go through

a very demanding and technical

certification process in each

country. EETS is a set of standards

and not unified across regions,

so the broader the coverage,

the more difficult it is to comply,

and new domains may cause

recertifications in the existing

coverage. Currently we see a large

number of players in early stages

of their EETS activities and we

closely monitor the competition.

With our top-five position

in the

current market, we expect to

remain one of the leaders in the

market. A key for success will be

the ability to be among the first

providers in new toll domains. The

concentration of countries yet to

join the EETS scheme is especially

high in our core markets, providing

an attractive starting point as we

have the technical skill, proprietary

technology, a strong existing

customer base, and an existing

relationship with toll chargers.

Cross-selling and up-selling

We typically acquire the customer

through energy payments, and

through this, learn their routes.

This enables the cross-selling of

toll payments. Toll then becomes

the next retention tool, along

with financing customers’ credit,

thus increasing customer loyalty

and share of customer spend. In

addition, our proprietary EETS

solution integrates toll payment

functions with other value-added

services, bringing greater

differentiation to the competition

in the market and supporting

customer retention. This solution

also generates the real-time data

essential for our platform business.

Expanding our network

We focus on the main transport

corridors in our core markets of

Central and Eastern Europe and

aim at offering all available EETS

domains through our own solution

by the end of 2023. These two

major transport corridors connect

the Baltic region with the ports of

Belgium and the Netherlands, and

connect Turkey with the freight

harbours in and around Germany.

We seek to complete the service

offering on those routes whenever

available.

In this respect, we will serve

Western Europe in the immediate

future through partners, as

these countries are secondary

extensions of the main corridors

we focus on. A fully-owned

pan-European coverage is our

long-term plan.

We continue to pursue acceptance

of our OBUs in countries that have

not yet adopted the EETS standard

by providing the best customer

experience in the region and using

our data and knowledge of the

customer.

Partnerships

On top of our proprietary EETS

solution, we provide payment

means or act as resellers for

17 toll chargers and toll service

providers, and as an agent for four

others, receiving a percentage

of the collected toll volume from

the provider as well as from the

customer. In this set up, we can

provide to our customers a full

coverage according to their needs

as the EETS standard has not

yet been adopted in all relevant

countries

Achievements in 2021

Our EETS core system received

successful certifications in Austria

and Belgium, and is compatible

with the tolling systems in Hungary

and Poland. We also received

clearance for trial operations in

Germany. To provide full coverage

in our market we also use partners

and local integrators and through

this we were able to offer options

for our customers in Italy.

Source: https://www.aetis-europe.eu/about-eets/. Company analysis based on available data

STRATEGIC REPORT

Annual Report and Accounts EUROWAG

MOBILITY SOLUTIONS

Through our mobility solutions

segment, we offer customers

tax refund services, telematics

products, smart routing and other

adjacent services. The segment

provides a mix of recurring

transactional revenue, recurring

subscription and other fee-based

revenue streams.

TAX REFUND SERVICES

We offer tax refund services on

standard VAT, ED partial refund,

pre-financed VAT, and advanced

payment of excise duty (“APED”).

For each of these, we retain a

percentage of the total value

processed and also charge fees.

We have also introduced various

financing options for customers.

The tax refund business works for

customers in the 27 EU member

states, as well as in the UK,

Norway, Turkey, Serbia and North

Macedonia, though refund of ED

is for EU-based customers only.

Customers grant us with a power

of attorney for one year to act on

their behalf for tax refunds, and the

administrative burden to change this

creates good customer retention.

By using these services, customers

can avoid waiting for refund

payments which, depending on

the country, can be anything

from a few weeks to three years.

These services offer customers

significant cash-flow improvements

and an efficient process to

recover their taxes. We digitise

all documents, and now use AI to

extract data from documents the

customer provides to speed up the

refunds process. Customers can

use our online platform to track the

status of their refunds.

26.1%

of the Group’s

net revenues

TELEMATICS

Combining advanced electronic

software and engineering

solutions, our telematics products

allow customers to track various

fleet operating metrics in real time.

Using an OBU that collects data we

process and report on, customers

can track fuel consumption, truck

idle time, driving time and carriage

load, among other metrics, to

optimise planning efficiency and

increase cost-effectiveness.

Customers pay fees for an OBU for

stand-alone telematics services,

and a subscription fee for our fleet

management software for tracking

and monitoring.

• We are one of the leaders

in Central Europe

Source: Berg Insight Report on Fleet

Management in Europe, November 2021

EFLEET MANAGEMENT

Customers can benefit from using

a single telematics solution with

fleets that combine standard

diesel/gas engines, battery-

electric vehicles, and plug-in

hybrids. With an eMobility licence

subscription, the OBU can read

additional metrics such as state of

charge, driving range, or battery

state of health. With this data

available, the dispatcher can

plan a trip for the electric vehicle,

manage home/company charging,

or assess the charging behaviour

of a plug-in hybrid vehicle user.

EVA

EVA is our proprietary tolling OBU,

which combines our telematics,

toll payment and energy payment

anti-fraud protection capabilities

in one device. EVA provides three

scalable tiered fleet-management

solutions modules:

• EVA Start is the self-installed

version powered by the

cigarette-lighter, providing

real-time position, daily fuel

price and estimated time of

arrival to compare actual and

planned routes.

• EVA Plus is connected to

vehicle CANbus providing

additional information such as

mileage, idling information and

fuel consumption.

• EVA Ultra is connected also to

a chronotachograph providing

additional features such as

legal driver’s time, remote

chronotachograph download

and driver behaviour.

DRIVER SCORING

AND PERFECT DRIVE

Our products aimed at reducing

CRT emissions and improving

driver wellbeing and safety.

Driver Scoring seeks to promote

commercial vehicle driver safety

through fleet management as

well as for regular drivers. By

combining information from

GPS, accelerometer, pedometer,

gyroscope and an underlying

map, fleet managers are able

to recognise signs of distracted

driving and measure various

aspects of a driver’s driving style.

Fleet managers can then create

a customisable driver scoring

system, and educate drivers with

in-app coaching, and motivate

their drivers to drive more safely

and reduce energy consumption

and insurance claims.

Customers can use Perfect Drive

to evaluate the driving style of

commercial vehicle drivers. Fleet

managers can use this information

with their drivers to address the

negative effects of driving style

on fuel consumption and vehicle

wear and tear, for road safety and

to identify the need for further

training for drivers as needed. The

data provided can also contribute

to reduced insurance costs.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

End-to-End Ecosystem CONTINUED



PRODUCTS AND SERVICES

We offer smart navigation products

and location-based services

through our brand Sygic.

SYGIC PROFESSIONAL

NAVIGATION FOR TRUCKS

AND FLEETS

Provides commercial routing

with premium-quality maps for

individual truck drivers, as well as

for fleets as a part of integrated

automotive, telematics and

fleet management solutions.

Dispatchers can navigate their

drivers remotely to a single

destination, a series of stops or

on an exact route. Dispatchers

can set the vehicle’s dimensions

and road attributes to plan routes

in advance and alter an existing

itinerary at any time, remotely.

Drivers can see the entire route

with estimated time of arrivals

for each stop. Sygic Professional

Navigation offers various business

models to suit the needs of its

indirect resellers network.

• Has been installed on more

than 3.2 million Android devices

SYGIC GPS NAVIGATION APP

Provides subscription-based GPS

navigation for millions of non-CRT

users worldwide, with high-quality



on energy prices and stations,

speed limit and speed-camera

warnings, real-time traffic

information, voice navigation and

lane guidance. Customers can also

buy add-on features. It offers the

first-ever real-time traffic-light

countdown to be commercially

available, which was awarded a

CES 2020 Innovation Award.

• Has been installed on more

than 100 million Android

devices

SYGIC GPS EMOBILITY

We also provide charge payment

options for eMobility customers

through Sygic GPS Navigation

for consumers. Through its GPS

Navigation app, we offer EV mode

with search of charging points,

electric and plug-in hybrid vehicles

onboarding, and routing for more

than 360,000 charging points

across Europe with online data and

payment possibilities (via in-app

or RFID card) at approximately

225,000 of these.

ROAD LORDS

Road Lords is our free-of-charge

community-based trucking

ecosystem. It includes a portal for

dispatchers and truck navigation

GPS app for Android users,

providing specialised routes for

trucks and other large vehicles,

as well as a social platform.

Advanced features include energy

station and parking data, including

what services and supplies are

available at any given site. Users

can enter the attributes of their

trucks and receive customised

route recommendations. The social

platform enables drivers to find

transport information from other

drivers.

• Has been installed on more

than 2.5 million Android devices

OTHER ADJACENT

SERVICES

We also offer a variety of solutions

to address customer needs at

every point in their operations,

charging fees or receiving

commission, including the

following:

• Our pre-paid or post-paid

payment card issued by a

3rd party. Customers can

use it for non-energy-related

transactions such as tyres,

towing and fines. Our revenue

is based on the monthly

payments and difference

between retention/service fee

and additional costs connected

with processing.

• 

roadside assistance.

• 

currency exchange services,

for customers to pay for their

invoices in the currency of their

choice.

• 

partnerships, we connect

customers to tailor-made local

insurance plans by country.

• 

partnerships, we provide a

factoring solution or financial

restructuring.

• 

of 230 parking sites across

Europe that are easy to find.

Customers can pay using our

fuel cards.

• 

and tank-cleaning services at

our truck park in the Czech

Republic and at acceptance

network or partner cooperation,

altogether at 890 sites across

Europe. Customers can pay

using our fuel cards.

• 

truck-repair services since

December 2021 at 390 sites

across Europe via partner

cooperation.

• Administrative support and

freight ferry booking –

We provide these through

brokerage partnerships.

STRATEGIC REPORT

Annual Report and Accounts EUROWAG

Eurowag Values

Fundamental beliefs that underpin everything we do

ethically, enabling better decisions every day

At Eurowag, performance is driven by passion and purpose rather than controls.

Therefore, we refer to our values as to our superpowers and guiding principles for everything we do.

Our values inspire us to achieve success and happiness in our work and private lives.

EUROWAG VALUES

DELIVER

YOUR BEST

BE A TRUE

COLLEAGUE

EMBRACE

CHANGE

BE A GOOD

PERSON

To democratise commercial

road transportation through

a technological revolution.

For more information on our culture

and values please refer to page 83 XX

To become the ultimate

on-road mobility platform

creating better

business opportunities

across the industry.

To create sustainable

financial and technological

solutions for the benefit of

our industry, society

and the environment.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Our Purpose, Values,

Strategy and Culture

Working in a dynamic and

change-driven industry,

we are all faced with new

challenges on a daily basis.

Therefore, we use our values

and leadership principles as

a guiding tool to choose the

best way forward.”

Kristi Ansberg

Chief People Officer

STRATEGIC REPORT

Annual Report and Accounts EUROWAG



Net energy and services sales represents revenues

from contracts with customers less cost of energy

resold to customers. The Group believes this measure

is relevant to an understanding of the Group’s financial

performance on the basis that it adjusts for the

volatility in underlying energy prices. This metric also

supports comparability of the Group’s performance

with other companies who have concluded that they

act as an agent in the sale of energy and, therefore,

report revenues net of energy sold. Net energy and

services are referred to as the Group’s “net revenues”

throughout this document.

Adjusted EBITDA margin represents Adjusted

EBITDA for the period, divided by Net energy and

services sales.

The ratio of total net (cash)/debt to adjusted EBITDA.

21 153.1

19 114.6

20 128.6

18 73.7

21 45.5

19 41.1

20 45.6

18 35.1

21 (0.89)

20 0.91

Net energy and

services sales

(€m)

€153.1m

Adjusted EBITDA

margin

(%)

45.5%

Adjusted basic EPS is calculated by dividing adjusted

earnings attributable to ordinary equity holders of

the parent entity by the weighted average number of

ordinary shares outstanding during the period.

21 5.77

20 4.83

Adjusted basic

earnings per share

(cents/share)

5.77

21 1.54

20 3.76

Basic earnings per

share (cents/share)

1.54

Net leverage

(0.89)

Average net revenue retention represents, for Eurowag

only (i.e., excluding ADS and Sygic) the average retained

proportion of the Group’s net revenues derived from its

payment solutions and tax refund customers during the

entirety of the previous years. This is presented as the

average of this figure over a five-year period.

21 111.5

20 110.0

Average net revenue

retention (%)

111.5%

21 17.7

20 28.8

Profit before tax (€m)

€17.7m

This is an APM, a reconciliation to IFRS measures is on p.160.

This is an APM, a reconciliation to IFRS measures is on p.213.

This is an APM, Adjusted EBITDA reconciliation to IFRS measures is on p.190 and Net energy and services sales on p.160.



EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Our Key Performance Indicators

Number of payment solutions active trucks represents

the number of customer vehicles that have used the

Group’s payment solutions services in a given period,

calculated as the average of the number of active

customer vehicles for each month in the period. A

customer vehicle is considered an “active truck” if it

uses the Group’s payment solutions products at least

once in a given month.

21 82,640

19 66,592

20 72,884

18 50,113

Number of payment

solutions active trucks

82.6k

Number of payment solutions active customers

represents the number of customers who have used

the Group’s payment solutions services in a given

period, calculated as the average of the number of

active customers for each month in the period. A

customer is considered an “active customer” if it uses

the Group’s payment solutions products at least once in

a given month.

21 15,020

19 11,919

20 13,180

18 9,114

Number of payment

solutions active

customers

15.0k

Number of payment solutions transactions represents

the number of payment solutions transactions (fuel and

toll transactions) processed by the Group for customers

in that period. A fuel transaction is defined as one

completed (i.e. not cancelled or otherwise terminated)

fuelling transaction. AdBlue transactions are not counted

as standalone fuel transaction. A toll transaction is defined

as one truck passing through a given toll gateway per day

and per merchant country (meaning multiple passages by

the same truck through any toll gateway in one merchant

country in a given day is still counted as one transaction).

21 32.5

19 26.6

20 29.1

18 18.4

Number of

payment solutions

transactions (m)

32.5m

Diversity, equity

and inclusion

Target: 40%

Reach 40% female representation in leadership roles by 2025.

Directors, Employees, Senior Managers and People

Leaders gender split. The percentage of male or

female in each category as of 31 December of

each reporting year. People leaders are defined

as everyone having at least one direct report. It



Committee and Vice Presidents) and the CEO

and CFO.

Carbon emissions from

own operations

Target: 50%

50% reduction of emissions from our operations by 2030, on a

2019 baseline.

Total operational emissions (both location-based

and market-based). Total Scope 1 and 2 for

market-based emissions.

Quality and availability of job

opportunities

Target: 25%

Reach the top 25% in Employee Engagement Score in EU Tech

companies by 2025.

The engagement score is calculated based on



be deployed to all employees. The unit is % of

employees and they will be surveyed twice a year.

The survey tool and source will be the Company’s

Culture Amp Survey and be benchmarked against

their database of European technology companies.

STRATEGIC REPORT

Annual Report and Accounts EUROWAG

Martin Vohánka

Chief Executive Officer

At the beginning of 2022,

we are in a strong position

with a loyal and growing

customer base, confirming

solid revenue retention

trends.”

DEAR FELLOW

SHAREHOLDERS,

We are delighted to have achieved

very strong results this year, in

line with guidance we presented

during our IPO on the London

Stock Exchange in October 2021.

We delivered strong revenue

and profits growth from our

two segments of payment and

mobility solutions. Operating in

an economic environment that is

still dealing with the headwinds of

the pandemic and supply-chain

disruptions, this demonstrates the

resilience of our business model,

and the mission-critical nature of

our customer value proposition.

Throughout the year, we have also

continued to invest in our future

by building the skills within our

organisation, and through strategic

investments such as accelerating the

development of our digital platform

through Road Lords and Eurowag

applications, and completing the

acquisition of ADS and executing new

M&A transactions.

True to our purpose, we continued

to innovate the road transportation

industry and enable energy transition

in Europe, by introducing mobile

payments and enabling payments

for charging stations on the Sygic

GPS Navigation. To build-out the

integrated nature of our offering, we

deployed new telematics features for

fleet management on our on-board

unit for toll payments and improved

anti-fraud protection for fuel card

payments through geolocation. To

further expand our platform, we

added payments for roadside services

to the acceptance network, enabled

hybrid financing of tax refunds and

introduced a new solution for supply

chain financing via third parties.

From a geographic perspective,

core markets in our Central Cluster

continue to account for nearly 50%

of net energy and services sales. The

Southern Cluster grew the fastest

in 2021, now accounting for 30% of

net energy and services sales, driven

predominanty by successful market

penetration in Romania. We continue

to see opportunity for growth in the

Western Cluster, especially in cross-

sell and up-sell to ADS customers

during the integration phase,

supported by investment into direct,

indirect and digital sales channels.

To accelerate customer onboarding

and complete their digital journey,

we launched a pilot of the Automated

Credit Approval System for small

exposures in France.

The IPO was a significant milestone

in the Company’s development

enabling us to take advantage of

We are delighted to

have achieved very

strong results this year,

in line with guidance

we presented during

our IPO on the London

Stock Exchange in

October 2021.

INTRODUCTION

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Chief Executive Officers Statement

GROWTH FROM EXISTING CUSTOMERS.

Through further innovation in core payment services, and integration

and cross-selling with mobility services, we can retain and expand

our existing customer relationships by continuing to solve their

evolving needs.

GEOGRAPHIC EXPANSION AND PENETRATION.

We apply our scalable business model to new markets serving both

existing and new customers, thus expanding market share.



We continue to acquire new customers through a marketing strategy

based on geographic clusters and three sales channels – digital, telesales

and field - with an increasing focus on digital sales.

DIGITAL PLATFORM DEVELOPMENT.

We continue to develop our end-to-end platform to be a conduit for

intermediating payments and data exchange between all parties,

thereby connecting digital services and physical assets. This allows us

to expand our client base to include shippers and freight forwarders,

and to integrate third-party providers and financiers seamlessly into our

platform, thereby facilitating frictionless interactions among industry

participants to create a fully connected marketplace.

ACCRETIVE M&A.

We continue to seek acquisition targets that will create cross-sell and

up-sell opportunities, generate cost and revenue synergies, and develop

our product and technology capabilities.

the benefits of listing in a number

of ways. First, the capital raise will

enable us to accelerate the execution

of our strategic objectives. Second,

our status as a publicly listed

Company provides a clear signal of

our ambitions and confidence in our

prospects. And third, it will help us

attract the talented people we need

to maintain our growth trajectory.

Sustainability, which was already at

the heart of how we run our business,

has also benefited. Strengthening our

governance credentials means even

greater transparency and rigour in

our reporting and controls. We have

further formalised our ESG strategy

and made sure it involves all relevant

stakeholders, collected baseline

data for more detailed reporting and

have set ourselves specific targets

within areas where we can produce

the greatest potential impact. The

ESG-related KPIs commit us to a

50% reduction of Scope 1 and Scope

2 emissions from our operations by

2030, on a 2019 baseline. We have

also set a target to achieve 40%

female representation in leadership

roles by 2025, and reach the top 25%

of European technology companies

for employee engagement in the

same timeframe.

We can now state three distinctive

ambitions for our business each

benefiting broader society. The first

is to help predominantly small and

medium commercial road transport

companies prosper and improve the

wellbeing of their people. The second

is to contribute to making our industry

cleaner by promoting decarbonisation

and enabling efficiency gains, such

as truck utilisation, better routing

and driver performance. The third

is to grow the value of our business

for investors, while helping our

employees develop as professionals

with fulfilling roles, ensuring both

groups benefit from a productive

journey with Eurowag.

The Culture Manifesto we presented

in 2020 contains four fundamental

values that inspire us to achieve

success, happiness and personal

growth in our work and private lives.

We encourage employees at every

step of their journey with us, from the

interview process through to day-to-

day operations. We are also investing

to ensure our culture becomes

OUR STRATEGY REMAINS



the “tone from the top”, and have

appointed a new Board of Directors

and strengthened the Executive

Committee. We have introduced

programmes to make Eurowag a great

place to work and have accordingly

been able to recruit very talented

people.

We are set up to succeed by

supporting many current industry

trends and aligning to new

regulations. The most notable

of these is the transition to

clean mobility, promoted by the

Renewables Energy Directive II and

Alternative-Fuels Infrastructure

Regulation among others. This

stimulates better industry cooperation

with greater potential for alliances

and partnerships, with substantial

funding being channelled into new

low-carbon powertrain solutions

and the related infrastructure.

The accelerating digitalisation

of payments is extending the

transformation from cash-to-card to

card-to-virtual and increasing the

penetration of alternative payment

methods. Implementation of the

European Electronic Toll Service

also progressed with pilot launches

in Austria and Belgium in 2021, and

Germany launching in 2022. Finally,

we are expanding and developing

our relationships with vehicle

manufacturers as they shift their

business models towards the concept

of Transportation as a Service.

STRATEGIC REPORT

Annual Report and Accounts EUROWAG

At the outset of 2021, we acquired

the remaining minority stake in

ADS, allowing for the full migration

of the ADS portfolio onto our

platform. This means ADS customers

now have access to our broader

portfolio of services. We have also

strengthened our critical skillset

by acquiring a minority stake in

the Lithuanian firm, Drivitty. This

brings in-house expertise of digital

payments, allowing customers to

execute transactions using mobile

devices and on board units and

accelerates our progress towards

providing fully integrated payments

and mobility solutions. With Last Mile

Solutions, the rapidly growing leader

in e-mobility, we are expanding our

platform by offering EV charging

and smart energy management

services for e-mobility businesses

in Europe. We also announced the

intended acquisition of WebEye, a

leading provider of fleet management

solutions in Hungary and Romania.

Although the transaction was not

approved by the Hungarian Ministry

of Interior in March 2022, we are

looking for ways to facilitate the

acquisition to expand our customer

base, generate cross-sell and up-sell

opportunities, and obtain data from

the connected trucks, which will

provide more insights for optimising

the development of new and

improved solutions.

The shocking act of unprovoked

and unjustified aggression from the

Russian Federation against Ukraine

is unfolding as we finalise this report.

Following the invasion the Group

took immediate steps to comply with

sanctions and suspend all services

we provided in Russia. Our response

to the humanitarian aspect of this

crisis benefited from strong support

of all our employees. We offered

help to colleagues with origins or

family members from the affected

regions and have created a Ukraine

Aid fund on their behalf. The Group is

matching charitable donations made

by our employees, over and above

our ongoing commitment to distribute

1% of EBIT each year to charitable

causes. We are also providing fuelling

for humanitarian convoys.

Although the Group has limited

exposure to Russia and Ukraine,

which together account for less

than 0.1% of Group net revenue, the

economic outlook in our key regions is

uncertain and we continue to monitor

and evaluate the potential impacts

as the situation evolves. Should

the conflict escalate and materially

affect European economies, we

may observe lower demand for our

products and services. The impacts

of recent events on global supply

chain disruptions are not yet over,

and the Group could be affected

by energy-supply shortages in the

region hindering industrial production

and mobility. Additional risks to the

business include a potential shortage

of drivers and regulatory measures

such as retail fuel price caps that may

have an impact on margins.

We, therefore, continue to diligently

monitor the areas we can control

and mitigate. Primarily, this is

by further diversifying energy-

supply partnerships, while

acknowledging the dependency on

Russian-originated sources across

central and eastern Europe and the

Balkan region. To mitigate the impacts

of a potential economic downturn,

we can apply cost-saving measures

and implement actions to stimulate

revenue growth learnt and used

during the last two global economic

crises. These include actions to

promote customer loyalty, readiness

of our customers to pay a premium

for mission-critical products and

services, and increased interest of

our customers in efficiency gains

and cost-saving solutions, which the

Group provides.

At the beginning of 2022, we are in

a strong position with a loyal and

growing customer base, confirming

solid revenue retention trends. We

have developed new sales channels

that have started producing visible

results, and we continue to deliver

product innovations that help our

customers grow their businesses.

Our teams expand with new talents

that joined Eurowag in 2021 ready to

deliver on our objectives. All of this,

together with a proven strategy and

a well-capitalised balance sheet,

underpins our confidence to keep

delivering strong performance while

navigating external volatility.

Martin Vohánka

Chief Executive Officer

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Chief Executive Officers Statement CONTINUED

Annual Report and Accounts EUROWAG

STRATEGIC REPORT

In 2021 we delivered a

strong performance with

all key financial metrics

in line with our mid-term

financial guidance.”



Chief Financial Officer

The Group achieved key financial objectives on its

medium-term financial guidance.

• Net energy and services sales

up by 19.1% at €153.1

million, with organic growth

of 17.1% year-on-year

• Payment solutions segment up by 20.2% at

€113.1 million and mobility solutions segment up

by 15.9% at €40.0 million

• Adjusted EBITDA

up by 18.9% at €69.7 million

resulting in adjusted EBITDA margin at 45.5%

• Strong progress on transformational capital

expenditure

plan with €23.3 million spent

• Net cash

position of €61.7 million as at 31 December

2021 providing for significant leverage headroom to

take advantage of strategic opportunities

Growing scale and network within a high quality

payments-oriented business model and highly

diversified revenue base underpinned strong net

energy and services sales growth.

• Average active payment solutions customers up by

13.9% at 15,020

• Average active payment solutions trucks up by

13.4% at 82,640

• Payment solutions transactions up by 11.7% at

€32.5 million

• 

FINANCIAL HIGHLIGHTS

Key statutory financials   YoY%

Revenue from contracts with customers (€m) 1 646.1 1 253.0 31.4%

Profit for the year (€m) 17.7 28.8 

Basic EPS (cents/share) 1.54 3.76 

Alternative performance measures



  YoY%

Net energy and services sales (€m) 153.1 128.6 

Adjusted EBITDA (€m) 69.7 58.6 

Adjusted basic EPS (cents/share) 5.77 4.83 

Please refer to Alternative Performance Measures on page 188 for a definition.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Financial Review

Presented measure excludes telematics and includes post-paid as a separate service

Calculated as impairment losses of financial assets to total revenue increased by toll payment solutions turnover

FINANCIAL REVIEW

It has been a year of rapid growth and

change for Eurowag. We are proud of

the way the business has dealt with

the challenges arising from continued



and its agility in responding to the

opportunities presented. We have

delivered a strong set of results in

a truly exceptional year, listed the

Group on the London Stock Exchange,

completed several business

acquisitions and are delivering on our

technology transformation plans.

Throughout the year, the business

executed at pace against the strategy

that we set out at the time of the IPO.

We delivered strong performance with

all key financial metrics on a positive

trajectory, reflecting the resilience

and strength of our business. Group

net energy and services sales

growth of 19.1% year-on-year, was

delivered through further expanding

our customer base in the payment

solutions segment (average number



by effective cross selling of our

mobility solutions. Resilience and

strength of our business is supported

by average number of services per



. Our

growth through these turbulent times

is a testimony to the essential nature

of the CRT industry, the efficiencies

that our products and services deliver

to our customers, the strength of our

revenue retention and the geographic

and product revenue diversity of

our business enhanced by strong

customer relationships.

Adjusted EBITDA increased 18.9%



€58.6 million). Adjusted EBITDA

margin was unchanged year-on-year



our mid-term guidance. Adjusted

EBITDA performance reflects strong

operating leverage inherent in the

business, while we continue to invest

in the organisation focusing on priority

hires, upskilling the organisation

and technology-related spend.

Adjusted basic EPS increased 19.5%



cents per share in line with adjusted

EBITDA growth.

On a statutory basis, profit before

tax decreased by 38.5% to €17.7



EPS decreased by 59.0% to 1.54



significant amount of adjusting items

including non-recurring IPO-related

expenses, pre-IPO share-based

compensation schemes and strategic

transformation costs. Basic EPS has

reduced more than profit before tax

due to a higher effective tax rate in

2021 which is further discussed in

Taxation section.

Supported by our underlying highly

cash generative business model

and equity raise at IPO, our overall

financial position has significantly

strengthened, and we closed the

year with a net cash position of €61.7

million. Our absolute focus on credit

risk management and cash collection

contributed to improvement in credit

losses ratio from 0.2% to 0.1%

. Against

the backdrop of business performance

and strong cash generation we

continued to invest into our digital

transformation (with transformational

capital expenditure reaching €23.3

million) and inorganic growth (with

investments in subsidiaries and

associates reaching €38.9 million).

As we embark on the next year of

implementing the Group’s strategy,

our robust financial position and

disciplined approach to capital

allocation will ensure that the

business is well positioned to leverage

the benefits of industry digital

disruption and many opportunities

that lie ahead. We have strong

conviction around our purpose to

create sustainable financial and

technological solutions for the benefit

of our industry, society and the

environment.

PERFORMANCE REVIEW

On the following page is a summary

of the segmental performance and

explanatory notes related to items

including corporate expenses,

alternative performance measures,

taxation, interest, investment and free

cash flow generation.

STRATEGIC REPORT

Annual Report and Accounts EUROWAG

SEGMENTS

  YoY (€m) YoY %

Segment revenue total 1 646.1 1 253.0  31.4%

Payment solutions 1 606.1 1 218.5  

Mobility solutions 40.0 34.5  

Net energy and services sales total 153.1 128.6  

Payment solutions 113.1 94.1  

Mobility solutions 40.0 34.5  

Expenses included in Contribution    3.4%

Contribution total

128.5 104.8  

Payment solutions 99.6 79.8  

Mobility solutions 28.9 25.0  

Contribution margin

total 84% 81%  N/A

Payment solutions 88% 85%  N/A

Mobility solutions 72% 73%  N/A

Corporate overhead and indirect costs before adjusting items    

Adjusted EBITDA 69.7 58.6 11.1 

Adjusting items affecting Adjusted EBITDA    

EBITDA

46.9 55.4  

Depreciation and amortisation    

 25.1 37.2  

The Group’s total revenues increased

by 31.4% year-on-year to €1,646.1

million driven by growing scale of our

payment solutions complemented by

higher energy prices (a corresponding

growth was reported for costs of

energy sold).

The Group delivered double-digit net

energy and services sales growth and

strong contribution margins in both

segments. Growth in organic

net

energy and services sales was 17.1%,

and overall net energy and services

sales were up by 19.1%.

Payment solutions net energy

and services sales grew by 20.2%

year-on-year, driven by strong new

customer and truck acquisitions

complemented by net revenue

retention.

The Group saw growth in new

customer acquisition across all

geographic clusters, as the strength

of the Group’s payments network and

effectiveness of the go-to-market

strategy enabled us to increase

market penetration. The Group also

expanded into new sales channels

including digital and enabled fully

online customers onboarding.

Mobility solutions net energy and

services sales grew by 15.9% year-

on-year, driven by effective cross

sell supported by inorganic growth of

telematics net energy and services

sales.

On 1 January 2021, the Group

acquired 51% of the share capital in

KomTeS, a value-added reseller of

the Group’s telematics solutions. The

transaction will ensure the highest

level of support, service, and value to

the Group and KomTeS customers in

the Czech Republic and Slovakia.

CORPORATE EXPENSES

  YoY (€m) YoY %

Expenses included in Contribution    3.4%

Corporate overhead and indirect costs before adjusting items    

Adjusting items affecting Adjusted EBITDA    

Depreciation and amortisation    

Total    

The above table is relevant for segmental review while below table summarises corporate expenses based on statutory

financials categories:

Please refer to Alternative Performance Measures on page 188 for a definition.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Financial Review CONTINUED

  YoY (€m) YoY %

Employee expenses    

Impairment losses of financial assets    

Technology expenses    

Other operating income 0.7 0.9  

Other operating expenses    

Depreciation and amortisation    

Total    

Employee expenses increased

by 34.5% to €55.7 million as the

Group focused on priority hires,

talent retention, strengthening the

structure and remuneration schemes

appropriate for a listed Company.

Adjusting items included in employee

expenses amounted to €8.6 million

in 2021.

Impairment losses of financial assets

decreased by 24.4% to €3.1 million

thanks to a focus on credit risk

management and cash collection.

Technology expenses increased

by 70.0% to €6.8 million as a

consequence of the Group’s focus

on cloud transition and expenses

related to the new generation ERP

system. Adjusting items included in

technology expenses amounted to

€0.6 million in 2021.

Other operating expenses increased

by 67.9% to €41.3 million mainly due

to non-recurring IPO costs.

Depreciation and amortisation

increased by 20.3% to €21.9 million

primarily as a result of increased

transformational technology being

put into production. Adjusting

items included in depreciation and

amortisation amounted to €7.1 million

in 2021.

NET FINANCE EXPENSE

Net finance expense in 2021 was



decrease in 2021 reflects the lower

interest charge on Senior Facilities

Agreement (weighted average

interest rate in

2021 was 2.4% compared to 3.3%



revaluation of derivatives partially

offset by higher factoring fees related

to higher average factoring limits

utilisation throughout the year.

TAXATION

The Group tax charge of €8.0 million



effective tax rate of 45.4% in 2021



tax for companies in the Czech

Republic and United Kingdom for

the years 2020 and 2021 was 19%,

corporate income tax in Spain for the

years 2020 and 2021 was 24%. They

represent the major tax regimes in

which the Group operates.

The Group’s effective tax rate is

impacted by the tax impact of

Adjusting items. It is, therefore,

helpful to consider the underlying and

adjusting items affecting tax rates

separately:

• The effective tax rate on Adjusted

earnings before tax

for the year



largely due to the fact that 2020

effective tax rate was influenced

by newly recognized deferred tax

assets in the year.

• The effective tax rate for Adjusting

items



and was driven mainly by non-

deductible IPO-related expenses

and share-based payments.

We adopt a prudent approach to

our tax affairs, aligned to business

transactions and economic activity.

We have a constructive and good

working relationship with the tax

authorities in the countries in which we

operate and there are no outstanding

tax audits except for France.

EPS

Basic EPS for 2021 was 1.54 cents per

share (a decrease of 59.0% relative



of Adjusting items including non-

recurring IPO-related expenses and

pre-IPO share-based compensations.

Adjusted basic EPS

for 2021 was

5.77 cents per share (an increase of



weighted average number of ordinary

shares in issue during the year of

595,582,785. After accounting for

the impact of PSP, adjusted diluted

earnings per share was 5.76 cents

per share. Adjusting items are as

described previously.

INVESTMENTS IN

ASSOCIATES

In 2021, the Group acquired 28%



Solutions) and 20% interest in UAB,



Last Mile Solutions is a fast growing

eMobility platform in Europe and the

investment supports the Group’s

position in the eMobility market and

confirms our focus on sustainable

transportation solutions. Key financials

for 2021 were as follows:

 

Net assets 11.3

Revenue 29.6

Total comprehensive income 

Impact on Group profit for the year 

Please refer to Alternative Performance Measures on page 188 for a definition.

STRATEGIC REPORT

Annual Report and Accounts EUROWAG

Drivitty is a mobile services integration leader in the commercial transportation market. With this strategic partnership

the Group aims to accelerate its path towards providing fully seamless mobile payments experience to its customers.

Drivitty financials are currently immaterial to the Group.

BALANCE SHEET

Net assets of the Group increased by 344.2% to €284.7 million mainly reflecting the IPO proceeds of €196.1 million,

retained earnings increase of €12.3 million, other comprehensive income increase of €5.1 million and exercised share

options impact of €3.8 million.

Intangible assets of the Group excluding goodwill increased by €20.7 million to €88.3 million in 2021, predominantly due

to investments into the strategic IT transformation.

Goodwill comprises mainly CGU Energy of €40.2 million, CGU Navigation of €34.6 million and CGU Telematics of €26.0

million. Goodwill is tested for impairment on an annual basis, no impairment loss was identified in 2021.

Trade and other receivables increased by €64.2 million to €300.6 million mainly due to changes to phasing of tax refund

receivables collection (year-on-year impact of €29.9 million), higher volume of transactions and increased energy prices

in 2021.

Trade and other payables increased by €8.6 million to €314.5 million mainly due to higher volume of transactions and

increased energy prices in 2021.

CASH PERFORMANCE

  YoY (€m) YoY %

Net cash (used in)/generated from operating activities  86.7  

Net cash used in investing activities    

Net cash generated from financing activities 187.8 5.4  

Net increase in cash and cash equivalents 135.1 68.9  

Effect of exchange rate changes on cash and cash equivalents 0.1   

Cash and cash equivalents at beginning of period 89.0 20.3  



 224.2 89.0  

Bank overdrafts 0 29.1  



 224.2 118.1  

Interest-bearing loans and borrowings 162.5 171.2  

Net debt

/cash 61.7   

At 31 December 2021, the Group had net cash of €61.7 million compared to net debt of €53.1 million as of

31 December 2020.

The increase in the level of cash is due to the proceeds from new shares issued and strong Adjusted Operating Cash



offset by IPO-related expenses, acquisition of subsidiaries and associates and transformational capital expenditure.





volume of transactions and increased fuel prices affecting 2021 receivables, there was further impact of €15.4 million

related to Adjusting items in 2021.

Interest paid decreased to €4.5 million reflecting lower cost of debt.

Tax paid increased by €2.9 million due to higher tax advances paid.

Net cash used in investing activities increased by €19.9 million in 2021 to €43.1 million largely due to the outflows in

connection with capital expenditure related to investment in the development of technology (increase of €6.3 million)

and outflows related to investments in subsidiaries and associates (increase of €11.9 million).



by the proceeds from new shares issued and the net movement in borrowings offset by an outflow related to the



The cash impact of Adjusting items was €7.6 million for IPO-related expenses, €0.8 million for M&A-related expenses

and €2.7 million for strategic transformation expenses.

Please refer to Alternative Performance Measures on page 188 for a definition.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Financial Review CONTINUED

ALTERNATIVE PERFORMANCE MEASURES

The Group has identified certain Alternative Performance Measures (“APMs”) that it believes provide additional useful

information to the readers of Consolidated Financial Statements and enhance the understanding of the Group’s

performance. These APMs are not defined within IFRS and are not considered to be a substitute for, or superior to,

IFRS measures. These APMs may not be necessarily comparable to similarly titled measures used by other companies.

Directors and management use these APMs alongside IFRS measures when budgeting and planning, and when

reviewing business performance. Executive management bonus targets include an adjusted EBITDA measure and long-

term incentive plans include an adjusted basic EPS measure.

  YoY (€m) YoY %

Profit before tax 17.7 28.8  

Net finance expense and share of net loss of associates 7.3 8.4  

Depreciation and amortisation 21.9 18.2  

EBITDA 46.9 55.4  

M&A-related expenses 0.8 0.4  

Non-recurring IPO-related expenses 12.9 0.3  

Strategic transformation expenses 2.7 1.2  

Share-based compensations 6.4 1.2  433.3%

Adjusting items 22.8 3.2  

Adjusted EBITDA 69.7 58.6 11.1 

  YoY (€m) YoY %

 9.7 23.0  

Amortisation of acquired intangibles 5.4 5.5  

Amortisation due to transformational useful life changes 1.7 0.2  

Adjusting items affecting Adjusted EBITDA 22.8 3.2  

Tax effect    

 35.8 30.1  

  YoY YoY %

Adjusted net profit attributable to equity holders (€m) 34.4 2 7.3  

Basic weighted average number of shares 595,582,785 564,857,081  

Adjusted basic EPS (cents/share) 5.77 4.83  

Costs arising in connection with the IPO have been separately identified in recognition of the nature, infrequency and

materiality of this capital markets transaction. IPO had very limited impact on expenses in 2020 and will not have any

impact on expenses in 2022.

M&A-related expenses are fees and other costs relating to the Group’s acquisitions activity. M&A-related expenses

differ every year based on acquisition activity of the Group. Exclusion of these costs allow better result comparability.

Strategic transformation expenses are costs relating to broadening the skill bases of the Group’s employees (including

executive search and recruiting costs) as well as costs related to transformation of key IT systems. As previously

announced, the strategic transformation is expected to complete in 2023.

In addition, adjustment has been made for the compensations provided to the Group’s management before IPO. Further

details of these awards are set out in Note 13 to the Consolidated Financial Statements. These legacy incentives

comprise a combination of cash and share-based payments and those that have not yet vested will vest across each of

the subsequent financial years ending 31 December 2024. The Group believes that it is appropriate to treat these costs

as an adjusting item as they relate to a one-off award, designed and implemented while the Group was under private

ownership (and are reasonably typical of that market and appropriate in that context).

STRATEGIC REPORT

Annual Report and Accounts EUROWAG

The Group now operates in

a new environment and the

Remuneration Committee will apply

the Remuneration Policy in a listed

company context, hence similar

awards are not expected in future. For

clarity, where share-based payment

charges arise as a consequence of

the operation of the Group’s post-IPO

Remuneration Policy, these are not

treated as adjusting items as they

represent non-cash element of annual

remuneration package. This includes

costs of €0.4 million in 2021 relating

to a grant in connection with the

2024 PSP.

Amortisation of acquired intangibles

represents amortisation of assets

recognized at the time of an

acquisition (primarily ADS and Sygic).

The item is prone to volatility from

period to period depending on the

level of M&A.

Amortisation due to transformational

useful life changes represents

accelerated amortisation of

assets being replaced by strategic

transformation of the Group. The

Group expects this adjustment to be

relevant until 2024.

CAPITAL EXPENDITURE

Capital expenditure in the year

amounted to €33.8 million compared

with €22.0 million for the year ended

31 December 2020. The marked

increase reflects the transformational

investment into our technology

platform.

The Group’s transformational

investment programme totaling



continued to focus on expanding the

customer and products capabilities

for the Group, including the digital

customer journey, new generation

ERP, EETS Toll and OBU, Telematics

and the integrated offering.

The Group’s ordinary capital

expenditure in 2021 was €10.4 million



reinvestment into the platform

and assets base and amounted to

6.8% of net energy and services

sales compared to 4.0% in the

previous year.

CAPITAL ALLOCATION

Our priority will continue to be organic

and inorganic investment to drive

long-term sustainable growth. As

previously advised, the Group will

incur aggregated transformational

capital expenditures of €50 million

during 2022 and 2023 to develop

our integrated end-to-end digital

platform and invest in the quality of

our integrated product and service

offering. Our transformational capex

is firmly on track to complete in 2023,

by which point we will have the most

modern, complete and modular tech

stack and product offering in the

industry. We will continue to consider

value-accretive M&A opportunities

in our current and adjacent markets

and in product and technology areas

that will accelerate growth. We will

only look to make acquisitions where

the acquisition is complementary

to our strategy and in line with our

acquisition criteria. We will also

maintain a robust balance sheet.

As set out in our financial guidance

the Group does not intend to pay

dividends as we continue to prioritise

investment in growth.

TREASURY MANAGEMENT

The Group manages credit risk, its

exposures to movements in interest

rates and foreign exchange rates,

financial debt and liquidity profile

through a centralised Treasury

department. The activities are

carried out in accordance with Board

approved policies. The Group uses

financial derivatives to hedge interest

rate and foreign currency risks.

In determining the credit risk of its

customers, the Group performs

financial and business analyses

using data from internal and external

sources. Scoring parameters

include financial reports, debt

registers, credit agencies, history of

payment discipline and onboarding

questionnaires for sole traders. The

Group’s risk model uses country-

specific scorecards, probabilities of

default derived for each customer,

expected loss versus expected

net revenues of customers and

formulated behavioural probabilities

of customer default, when calculating

expected losses.

The Group’s credit risk department

conducts ongoing credit exposure

monitoring, adjusting credit limits in

regular intervals and upon utilisation

of available limits, and updating

collateral from customers as needed.

The ageing of receivables is regularly

monitored to assess credit risk,

based on expected loss calculations

which evaluate probability of default,

exposure at default and loss given

default. The process takes place

through weekly calls at country level

and bi-weekly calls at Group level.

To mitigate the risk of default from

customers on eligible trade and

other receivables the Group uses

credit insurance subject to first-

loss policies on both individual and

aggregate bases. To offset the credit

risk exposure the Group accepts cash

deposits and advance payments from

customers. The Group also accepts

other types of security such as

pledges of receivables and physical

assets, promissory notes and bank

guarantees.

In 2021 the Group introduced an

Automated Credit Approval System

to enhance the digital journey in

customer onboarding. The system

returns credit decisions for individual

limits up to €5,000 enabling a faster

processing of credit applications and

supporting geographical expansion

and market penetration.

The Group maintains a disciplined

approach to its financing and is

committed to maintain a net debt to



over the medium term.

The Group holds financial debt

under the Senior Multicurrency Term

and Revolving Facilities Agreement

(“Syndicated Facilities Agreement”),

which consists of the following

tranches:

• Amortising EUR term loan facility

for a maximum amount of €47.5

million

• Non-amortising EUR term loan

facility for a maximum amount of

€47.5 million

• Amortising EUR term loan facility

for a maximum amount of €95.0



EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Financial Review CONTINUED

• Multicurrency revolving credit

facility for a maximum amount of

€120.0 million, split as

− €45.0 million Revolving Credit

Facility

− €15.0 million Multicurrency

Overdraft Facility

− €60.0 million Bank Guarantee

Facilities

Subject to certain conditions,

the Group can request to raise

additional debt under the Syndicated

Facilities Agreement up to an

amount of €100.0 million, of which

up to €50.0 million can be used to

finance certain acquisitions which

are specifically permitted under the

Syndicated Facilities Agreement and

the remaining €50.0 million can be

used to finance or refinance working

capital of companies, businesses or

undertakings acquired as a result of

such permitted acquisition or utilised

by way of a guarantee, documentary

or stand-by letter of credit. As of

31 December 2021, €29 million has

been drawn to establish limits for

Bank Guarantees, with the remainder

of €21 million to be drawn in Q1

2022 for the same purpose. The

Incremental Facility is not committed.

The Syndicated Facilities Agreement

contains financial covenants at the

level of W.A.G. payment solutions,

a.s., some of which were amended



• Interest Cover (the ratio of Adjusted

EBITDA to finance charges), which

replaced the previous cashflow

cover (the ratio of cashflow to debt



for each 12-month period ending

on the last day of each financial

quarter. As at 31 December 2021,

Interest Cover was at 11.81.

• Net Leverage (measured quarterly

on the basis of Total Net Debt on

the measurement date and rolling





12-month period ending on the

last day of each financial quarter

in 2021. As at

31 December 2021, Net Leverage

was at 2.12.

• Adjusted Net Leverage (measured

quarterly on the basis of

Adjusted Total Net Debt on the

measurement date and rolling





12-month period ending on the

last day of each financial quarter.

As at 31 December 2021, Adjusted

Net Leverage was at 3.49.

• Borrowing Base (the ratio of

the sum of outstanding amount

of revolving facility less cash

and cash equivalents, to trade

receivables), which was amended

to exclude the outstanding bank

guarantees and must not exceed



period ending on the last day of

each financial quarter. As at 31

December 2021, Borrowing Base

was at 0.46.

During 2021, the Group repaid €18.4

million of the Syndicated Facilities

Agreement borrowings and drew

down €39.5 million to finance

acquisitions and capital expenditures

resulting in a notional debt of €165

million outstanding under the SFA as

of 31 December 2021.

The Group concentrates cash on

bank accounts held with financial

institutions that participate in the

Syndicated Facilities Agreement.

Balances may be held on bank

accounts with other financial

institutions to fund outgoing

payments especially in countries

outside of the Economic and

Monetary Union.

OUTLOOK

In 2021, we delivered a strong

performance with all key financial

metrics in line with our mid-term

financial guidance.

As we move into 2022, we expect to

continue to increase penetration in

our existing markets supported by

effective go-to-market strategies,

which will be enhanced by our

digital sales channel. Early in the

current financial year the Group

has continued to deliver growth in

line with management expectations

and focused on executing our

strategy investing into technology

transformation.

Like many, we are shocked and

saddened by events in Ukraine.

The Group has had limited energy

payments acceptance network

in Russia and Ukraine. While we

discontinued our payments network

in Russia, we continue our operations

in Ukraine to the extent supplies

are available. Direct impact of

discontinued or disrupted operations

is immaterial to Group’s revenues.

Since the outbreak of the war, we

have been constantly reviewing

updates to the sanctions regime to

ensure adherence.

While currently we have seen no

material impact on trading, we will

continue to monitor the situation

to assess any indirect impact on

fuel availability, fuel price and sales

regulations, availability of drivers,

supply chains, and general levels of

business activity and confidence. We

have identified the principal risks in

the Risk Management section of the

Annual Report and Accounts. We are

actively monitoring them and, to the

extent possible, have drawn up plans

for mitigating actions.

Our expectations for the year

are currently unchanged and we

anticipate delivering results in line

with our mid-term financial guidance.

However, it is too early to determine

the potential impact of the Russian

invasion of Ukraine on the out-turn for

the full year.

The combination of our strong

market positions, continued

investment behind innovation and

our solid balance sheet underpin

our confidence to keep delivering a

strong performance, while navigating

external volatility.



Chief Financial Officer

STRATEGIC REPORT

Annual Report and Accounts EUROWAG

Managing risk plays an important role in pursuing the Group´s strategic

objectives and in adding sustainable value to all our activities.

OVERVIEW

Risk management is a never-ending process. As with all businesses, our risks evolve constantly, along with the

environment we operate in. To pursue our strategic objectives, we have established a risk-management framework that

allows us to identify, evaluate, address, monitor and report the risks we face effectively, and helps achieve a balance

between risks and opportunities.

RISK MANAGEMENT FRAMEWORK

We established our risk-management framework on the accepted system of three lines of defence and in accordance with

the FRC guidance on risk management, internal control and related financial and business reporting. In this, the first line

manages and “owns” the risk; the second defines a uniform management framework for each risk category; and the third

provides independent confirmation of the effectiveness of the risk management process. The Group currently outsources



The Board has overall responsibility for managing risks. In an ongoing manner, it is responsible for identifying the

principal risks that might prevent the Group from achieving its strategic objectives, and is also responsible for

determining the extent and severity of risks we are willing to undertake – our risk appetite. The Audit and Risk

Committee act on behalf of the Board and are responsible for supervising the risk-management framework design and

its activities.

In addition, we have a Business Assurance Committee comprised of members of the second line of defence

and selected members of the Executive team. This committee is responsible for more hands-on, systematic risk

management activities, including reviewing governance, approving risk assessments, monitoring risk exposure and

managing incidents. It escalates matters of importance to the Audit and Risk Committee.

AUDIT AND RISK COMMITTEE

1ST LINE OF DEFENCE 2ND LINE OF DEFENCE 3RD LINE OF DEFENCE

OPERATIONS

MANAGEMENT

INTERNAL

CONTROLS

CONTROL FUNCTIONS INTERNAL AUDIT EXTERNAL AUDIT

RISK OWNERSHIP RISK CONTROL RISK ASSURANCE

RISK APPETITE

The goal of risk management is for the Group to be exposed only to certain types and severity of risk. This is defined

as risk appetite. Risk appetite determines what risks the Group wants to take, what to reduce and what to avoid, in

pursuing our strategic and operational objectives. Over the last year, we reviewed and modified the process of defining

our risk appetite – setting a clear scale across our principal risks and wider financial and non-financial risk management.

The Group recognises following categories of the risk appetite:

Low appetite – we are not willing to be exposed to the respective risks and thus all the risks need to be mitigated to the

highest possible extent. The appetite corresponds to low risk rating.

Medium appetite – we are willing to be exposed to some of the risks falling in the category, in a limited extent. The full

mitigation of these risks needs to be considered in the cost and business perspectives.

The appetite corresponds to medium risk rating.

High appetite – we are willing to be exposed to the respective risks. The risks are monitored, however, their mitigation

is done opportunistically. The appetite corresponds to high risk rating.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Risk Management

Likelihood

Impact

Almost certain

Rare

Insignificant Catastrophic

ENTERPRISE RISKS

Product demand decline risk

Growth strategy implementation risk

Competitors

OPERATIONAL RISKS

External parties dependency risk



Technology security and resilience risk



Personnel dependency risk



Climate change risk



Physical security risk

LEGAL AND COMPLIANCE RISKS



Regulatory and licensing risk

FINANCIAL RISKS



Clients default risk

PRINCIPAL RISKS HEAT MAP

The heat map below shows the outcome of the processes for principal risks assessment. This shows the relative

likelihood and impact of the principal risks identified. Risks rated as high and critical are devoted a significant focus

on their further mitigation and monitoring.

The Board has ultimate responsibility

for defining risk appetite, but

the initial proposal comes from

the Executive team – they use a

bottom-up approach for financial and

non-financial risk categories and a

top-down approach for principal risks.

The Board ultimately reviews and

approves this and evaluates whether

the mitigation measures assigned to

principal risks are adequate. Further,

the Board reviews whether the

internal controls are adequate and

effective. The reviews take place

twice a year and take into account

changes in our business environment,

internal initiatives and developments

in our exposure to principal risks.

EMERGING RISKS

The Group continues to monitor and

assess emerging risks. This is done

through both bottom-up and

top-down discussions, held across

the businesses with an aim to

identify new risks and changes in

the existing ones.

Russian invasion of Ukraine

represents the most current

emerging risks of geopolitical and

macroeconomic uncertainty in the

Central and Eastern Europe region.

The Group recognises impacts of the

invasion in changing trends of the

Principal risks and in the risk of fuel

supplies disruptions and potential

truck parks dry outs, which are most

significant in the Central and Eastern

Europe region.

PRINCIPAL RISKS

The principal risks are the Group-wide

key risks that pose the highest

threat to our business and strategic

objectives. They are proposed by

the Group Executives and selected

subject-matter experts, with the

Board ultimately responsible for

defining and approving them.

The process is as follows:

1. Identify the Group’s key

principal risks.

2. Identify the current mitigation

measures.

3. Evaluate the identified risks –

estimating their impacts and

probability of happening.

4. Determine the current trends in

risk-evaluation criteria.

5. Identify forward-looking measures.

The Audit and Risk Committee

discusses and reviews the principal

risks quarterly.

STRATEGIC REPORT

Annual Report and Accounts EUROWAG

KEY

Increased Decreased Stable

PRINCIPAL RISKS REGISTER

The list below provides further details on our identified principal risks, trends of their exposure and the mitigation

measures implemented.

Risk of a decline in product demand

MITIGATION MEASURES TREND

Our operating results are materially affected by general

conditions in the economy. The volume of customer

payment transactions we process, and customer demand

for the products and services we provide, correlates with

general economic conditions. Economic downturns are

generally characterised by reduced commercial activity

and trade, resulting in red uced demand and use of our

products and services by customers. Decline in general

economic conditions thus could result in a decline in

demand for fuel and toll payments, tax refund services,

telematics, or other adjacent services we provide.

Decline in demand would adversely affect the Group’s

business, financial condition, results of operation and

prospects.

The Group considers the trend of the risk as increasing

due to consequences of Russian invasion of Ukraine,

which among others are energy prices increasing,

closing of the markets, supply cuts, shortage of drivers,

complications and limitations in logistics and currencies

volatility.

• Reducing dependency on a single economy

• Reducing dependency on non-EUR currency

• Diversification of products and services offering

• 

countries

• Subscription-based revenues

Risk in implementing growth strategy

MITIGATION MEASURES TREND

Our growth strategy is to build an integrated end-to-end

digital platform around the needs of our customers in the

CRT industry. Its implementation relies significantly on

technology development and increased power to analyse

and utilise data. Inability to successfully achieve the

necessary technology developments, or not completing

strategic acquisition targets (as a result of unavailability

of targets or insufficient funding), would expose the

Group to an inability to achieve its growth objectives.

This would result in a decline in revenue and a more

difficult position to recover from.

The Group considers the trend of the risk as increasing

due to challenging commitments made on delivery of

integrated end-to-end digital platform.

• Continual diversification of products and

services

• Geographic expansion and expansion of sales

channels

• Beginning activities to introduce financing

platform

• Beginning activities to introduce digital freight-

forwarding platform

• Establishment and regular reviews of the M&A

strategy

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Risk Management CONTINUED

Risk from competition

MITIGATION MEASURES TREND

The Group faces competition in each of its product lines

from many companies offering similar capabilities and

services, including international oil companies, single-

product providers of fuel cards, and other services. In

addition, markets where we operate are characterised as

oligopolistic or monopolistic, and are burdened by heavy

regulation and restrictions for entering or expanding.

These factors could cause an adverse impact on

revenues and prospects if we cannot compete or expand

our business activities effectively.

The Group considers the trend of the risk as stable due

to not recorded significant failures in the expansion of

Group’s business as a result of inability to compete.

• Reducing dependency on a single economy,

single market or single revenue stream

• Geographical diversification and products or

services offering diversification

• Fast inorganic growth through M&A activities

Risk of dependency on external parties

MITIGATION MEASURES TREND

The Group’s business is dependent on several key

strategic relationships with third parties, the loss of

which could adversely affect our results. Key partners

mainly fall into the following categories – fuel suppliers,

acceptance network, toll chargers, authorisation

centres and technology service providers. Furthermore,

the Group has also initialised an internalisation of the

authorisation centre of its fuel cards transactions that

is currently being provided by an external transactions



dependent on the current external provider of the

authorisation centre and an inability to complete the

internalisation, in an expected quality and time-frame,

would expose Group to additional costs and potential

business disruptions.

The Group considers the trend of the risk as increasing

due to the ongoing project on the internalisation of

authorisation centre, which is heavily dependent on the

cooperation of external party.

• IT vendors management policy – setting the

standards for vendors selection, contracts

reviews and signature and vendors monitoring

• Centralised procurement team for energy

supplies and logistics

• Centralised development and maintenance role

for acceptance network

• Contract management rules and

attestation rules

• Centralised legal counsel – aids in the contracts

elaboration and reviews

• Project on the internalisation of the

authorisation centre in execution

STRATEGIC REPORT

Annual Report and Accounts EUROWAG

KEY

Increased Decreased Stable



Technology security and resilience risk

MITIGATION MEASURES TREND

The Group’s business relies on technology and data

confidentiality, integrity and availability. As with other

businesses, we are subject to the risk of external

security and privacy breaches, such as cyber-attacks. If

we cannot adequately protect our information systems,

including the data we collect on customers, it could

result in a liability and damage to our reputation. Also,

if the technology we use to operate the business and

interact with customers fails, does not operate to

expectations or is not available, then this could affect our

business and results adversely.

The Group considers the trend of the risk as increasing

due to increased frequency and sophistication of

cyber-attacks, which can affect the data confidentiality,

integrity and availability. Further, the risk is increasing

due to the Russian invasion of Ukraine.

• Described and implemented platform security

and cryptography standards – infrastructure

hardening, penetration testing, vulnerabilities

scanning and patch management

• Described and implemented user access and

identity management standards – role-based

access control, accesses to data assigned on

need to have principle and regular reviews of

users’ access rights

• Establishment of proper foundation controls that

include Information risk and security assessments

and IT assets inventory maintenance

• Described and implemented change-

management standards that provide mechanisms

of ensuring required cyber security standards

application in all new IT developments

• Establishment standard and trainings on IT

security-incident management

• Establishment and documentation of IT

resilience standards – capacity and loads

management, business continuity management,

data backups, restoration and retention

• IT Code of Conduct regular trainings for all

employees and phishing tests

• The Group, as part of Crisis management,

which has been activated as a response to

Russian invasion of Ukraine, established

IT security project that already delivers on

increasing of the overall cyber-security level of

the Group.



Risk of dependency on personnel

MITIGATION MEASURES TREND

The Group’s success depends, in part, on its Executive

officers and other key personnel, and our ability

to secure the capabilities to achieve our strategic

objectives. Lack of capability and the loss of key

personnel could adversely affect our business. In

addition, we depend on our founder and CEO. Inability

to secure a ready successor could reduce our ability to

achieve our strategic goals and an adverse reaction from

stakeholders.

The Group considers the trend of the risk as increasing

due to the Russian invasion of Ukraine and its potential

development to the west.

• Establishing and maintenance of the list of

key talents to prevent from losing of the key

personnel

• Long-term retention plans for key talents

• Strengthening of HR teams – enhanced

HR processes and expenditure of the

Recruitment team

• Elaboration of the succession plans, providing

of adequate trainings for determined

successors

• Forward-looking plan for interim CEOs, in case

of CEO unavailability

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Risk Management CONTINUED



Risk of climate change

MITIGATION MEASURES TREND

Climate change and the energy transition represent both

a risk and opportunity for the Group. Our reputation,

operating and compliance costs, and diversification of

revenue, may be influenced by our pace of action, the

pace of the energy transition in the CRT sector and by

our customers in the short, medium and long term. We

currently derive a significant portion of our revenues from

fees for fossil fuels transactions. We note that changes

in road-transport policy and regulations, the cost of

carbon, carbon taxation, changes in market demand for

alternative fuel and clean mobility solutions, and pace of

adoption of low-carbon powertrains by our customers,

can all influence the level of risk and opportunity for the

business. We also recognise that extreme weather events

could pose a risk to business continuity for our physical

assets, as well as the health, safety and wellbeing of our

workforce and customers. In addition, we recognise we

are responsible for reducing our own carbon footprint,

as well as for contributing to solutions to help customers

make the transition to a low-carbon future.

The Group considers the trend of the risk as increasing

due to science predictions and upcoming actions of

regulators, countries and community leaders.

• Investing in a portfolio of alternative fuels and

technologies, including eMobility, to support

the transition to a low-carbon future in the

CRT sector

• Investing in eMobility solutions, including in

Last Mile Solutions, to provide industry-leading

eMobility services to customers

throughout Europe

• Investing in digitalisation and technologies to

help our customers improve efficiency in CRT

and reduce energy intensity

• Formalising our ESG strategy, including carbon

reduction targets for our operations as well as

develop targets for, and means of, reducing

Scope 3 emissions across our value chain

• Reviewing business-continuity plans to take

into account the potential impacts of extreme

weather events caused by climate change, and

the impact on people and physical assets

• Increased transparency of carbon emissions

and related efforts to reduce them

• Formal, structured scenario analysis to assess

the physical and transition risks for the

business and its assets, and to inform ongoing

risk-assessment and mitigation measures, as

well as to report in line with TCFD



Physical security risk

MITIGATION MEASURES TREND

The Group operates a number of truck parks and these

are exposed to security threats. A security threat

materialising as a result of insufficient protection would

result in danger to the health of our employees and

customers, and significant business disruptions.

The Group considers the trend of the risk as increasing

due to the Russian invasion of Ukraine and its potential

development to the west.

• Implementation of the Health and safety plans

on the Group’s truck parks to avoid security

threats materialisation

• Having in place emergency plans and staff

trained on the acting in the emergency

situations

• Petrol stations security and operating rules and

their regular control and revision

STRATEGIC REPORT

Annual Report and Accounts EUROWAG



Regulatory and licensing risk

MITIGATION MEASURES TREND

The Group relies on numerous licences for the provision of

its on-road mobility products, these include wholesale and

retail permits required for the provision of fuel products,

as well as fuel station operating licences for its truck

parks, EETS licence and EETS certifications in a number

of countries, Electronic money institution licence required

for the provision of financial services and insurance

distribution licences. As a consequence of holding

the licences and certifications, the Group is subject to



IT security and Operational) of regulatory bodies in

respective jurisdictions. Non-compliance with these can

result in fines, suspension of business or loss of licences.

Key regulatory requirements are operationalised by

governance and compliance with UK plc listing rules, anti-

money laundering (“AML”) and sanction laws, personal-

data-protection laws, Czech national bank regulation,

fuel-reselling legislation and EETS regulation. In addition,

changes in laws, regulations and enforcement activities

may adversely affect our products, services and markets.

The Group considers the trend of the risk as increasing

due to upcoming legislative changes and further

expansion of Group´s business activities to highly

regulated markets.

• Legal and compliance counsels for all business

units, with regulation watch implied

• Continuously implementing risk management

control framework

• Involving legal and compliance counsels in

new-markets entry process

• Implementing Group-wide AML policy, partner-

screening directive and detailed AML directive

• Regular AML re-screening of customers who

use regulated financial services

• Two-level monitoring of sanctions – one

conducted by Attorney office, one by



USA updates)

• Implementing Group-wide personal-data-

protection policy and detailed GDPR directive

• Project to ensure continuous compliance with

GDPR directive requirements



Risk of clients defaulting

MITIGATION MEASURES TREND

The Group is subject to the credit risk of its customers,

many of whom are small and mid-sized CRT businesses.

We are exposed to customer credit risk for particular

customers in our payment solutions segment who

we finance through post-payment of their energy

consumption and toll balances and also for customers

with invoices on 30-day payment terms. If we fail to

assess and monitor adequately the credit risks posed by

counterparties, we could experience an increase in credit

losses and other adverse effects.

The Group considers the trend of the risk as stable due

to proven credibility and efficiency of the Group´s credit

risk management.

• Credit assessment at onboarding (scoring) – in

determining the credit risk of its customers,

the Group performs a credit assessment, which

consists of a financial analysis of recent results

and development as well as a business analysis

and verification using available databases.

• The Group’s credit risk department conducts

ongoing credit exposure monitoring, revising

credit limits at regular intervals and upon

utilisation of available limits, and updating

collateral from customers as needed.

• The ageing of receivables is regularly monitored

by the Group management to assess credit risk,

based on expected loss calculations, which

evaluate probability of default, exposure at

default and loss given default.

• The Group has credit insurance subject to first-

loss policies on both individual and aggregate

bases to ensure against the risk of default from

customers on its trade and other receivables.

• Collateral (guarantees, pledge of receivables,



cash deposits and advance payments from

customers to secure credit exposure. The Group

also accepts other types of security (such

as pledges of assets or promissory notes) to

mitigate credit risk.

KEY

Increased Decreased Stable

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Risk Management CONTINUED

STRATEGIC REPORT

Annual Report and Accounts EUROWAG

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Viability Statement

In accordance with provision 31 of

the 2018 UK Corporate Governance

Code, the Board of Directors have

assessed the Company and the

Group’s prospects and viability taking

into account the business model, the

Group’s current position and principal

risks over a period longer than the

12 months as required by the Viability

and Going Concern statement.

VIABILITY TIMEFRAME

The Board of Directors have

determined a three-year period to

31 December 2024 is the appropriate

timeframe to assess viability.

Selection of this timeframe is

based on the following rationale:

• This period is reviewed by the

Board in the annual planning

and budgeting process, this

allows financial modelling to be

supported by the budget and

growth factors in business plan

approved by the Board;

• This time horizon is captured as

the relevant period for evaluation

and stress testing of principal risks

(primarily those of an operational

nature), which are typically

occurring within this timeframe;

• The innovative nature of the Group

and expected disruption of the

market by innovations make it

difficult to predict with sufficient

confidence how competition and

other risks will impact beyond a

three-year timeframe; and

• Considering continuous changes

of macroeconomic and political

environment period longer than

three-year timeframe would

bring greater uncertainty into a

forecasted period.

While the Board of Directors have no

reason to believe that the Company

and the Group will not be viable over

the long-term period, they consider

the three financial years to be an

appropriate planning time horizon to

assess viability and to determine the

probability and impact principal risks.

ASSESSMENT OF BUDGET

AND FINANCIAL FORECAST

The Company’s and the Group’s

financial forecast is assessed primarily

through the financial planning process

(annual operating budget) and the

strategic planning (long-term strategic

plan). This process is managed by

the Chief Executive Officer, Chief

Financial Officer, Chief Performance

Officer, Chief Strategy Officer and

Chief Operating Officer in cooperation

with division and functional

management teams.

The Board of Directors participate

fully in the annual process to review,

challenge and approve the annual

operating budget for the new financial

year. The output of the annual budget

process provides a clear explanation

and overview of key assumptions and

risks to be considered when agreeing

the annual operating budget as a

detailed set of one-year financial

forecasts.

The Group also has a long-term

strategy in place, in the form of a

long-term strategic plan. The strategy

is reviewed and updated on a periodic

basis and is based on detailed

financial forecasts.

The long-term financial forecasts

are prepared with the first year of

financial forecasts based on the

Group’s annual operating budget

and for subsequent years forecast

financials based on the strategic plan.

Both the annual operating budget

and the strategic plan are further

updated through a rolling forecast

process. The annual operating budget

is updated on a quarterly basis and

the strategic plan is reviewed on

an annual basis. In case of any risk

occurrence mitigating actions are

taken whether identified through

actual trading performance or through

the rolling forecast process.

The latest annual operating budget

for the year ending 31 December

2022 was reviewed and approved by

the Board of Directors in February

2022, and this budget is based on

the Company and the Group’s current

position and its prospects over the

forthcoming year and in line with the

Group’s stated strategy.

ASSUMPTIONS USED IN

FINANCIAL FORECAST

The key assumptions within the

Company’s and the Group’s financial

forecasts are as follows:

• Organic net revenue development

expected to be driven by both

payment solutions and mobility

solutions to grow on average at

a similar pace over the projected

period:

− Organic net revenue growth,

of both payment and mobility

solutions, is primarily driven

by increasing number of

customers, which is positively

influenced by (i) launch of new

sales channels (digital and

telesales); (ii) penetration of

the markets where the Group

has an already established

position; (iii) new markets

entry; and (iv) considering the

development of upsell/cross

sell activities of our products

into the customer base, we

assume to keep net revenue

retention (“NRR”) at least at a

level of 110%.

− Mobility solutions are positively

supported by continuous

up-sell and cross-sell of the

products, due to:

− Additional cross-sell of

tax refund services into

the payment solutions

customer base;

− Strong expansion of our

telematics solution;

− Continuous growth in

financial services supported

by the launch of new

factoring services; and

− Development of smart

navigation products and



Lords and Eurowag App)

and continuous growth

in Original Equipment

Manufacturers (“OEM”)

cooperation.

• Assumptions driven by energy

prices development.

• Credit losses reflect an increase

of turnover, there is no change in

credit risk assumed.

STRATEGIC REPORT

Annual Report and Accounts EUROWAG

Application of presented risks in above mentioned scenarios were examined via four different effects on Company’s

business, overview of these effects and their application for particular risk and scenario is outlined in the table below:

Risk application

Downside

senario #

Effect 1 Effect 2 Effect 3 Effect 4

Principal

risk

Market

decline

Data breaches/

cyber attack

Loss of

business

Technological

disruption

Product demand decline risk 1,2,3

– –

Technology security and resilience risk 1,2,3

–

External parties dependency risk 1,2,3

– – –

Physical security risk 2,3

– –

Climate change risk 1,2,3

– –

• Operational costs (“OpEx”) in both

budgeted and forecasted period is

based on following assumptions:

− To keep the costs under

control, OpEx in the budgeted

period is based on 2021 run

rates increased by additional

costs related to (i) being

a publicly listed company;

(ii) implementation of next

generation ERP; (iii) ESG

activities; (iv) annual salary

reviews and changes in the

bonus schemes; and (v)

upskilling of the organisation

specifically with technology

talent.

• M&A investments: Both budget

and financial plan assume all

committed transactions.

• External financing: Both budget

and financial plan assume

maintaining current financing

structure.

• Capital expenditure (“CapEx”):

(i) ordinary CapEx of high

single digit % of net revenues



transformational CapEx expected

at level of €50 million cumulatively

for the years ending 31 December

2022 and 2023, there is no

transformational CapEx planned

for 2024.

ASSESSMENT OF VIABILITY

The key assumptions within the

projections were stress tested with

reference to risks set out in the Risk

Management section on pages 48 to

54 of this Annual Report.

This year the Board of Directors

considered application of the

following risks:

• 

pandemic. Principal risk: Product

demand decline risk

• Impact of any form of geo-political

risk. Principal risk: Product

demand decline risk

• Deteriorating economic and

market conditions, which could

result in lower sales volume and

higher fuel prices. Principal risk:

Product demand decline risk

• Impact of potential cyber-attacks

may appear annually, which may

result in increased operational

technology costs. Principal

risk: Technology security and

resilience risk

• Impact of potential problems

with data availability, which may

cause increased operational

technology costs and a potential

downturn of net sales. Principal

risk: Technology security and

resilience risk

• Impact of potential project failure,

which may result in an increase

of technology costs from FY23

onwards. Principal risk: External

parties dependency risk

• Given the geographical location

of the Spanish subsidiary we

considered the potential security

risk, which may cause 50%

decrease of all operations of

Spanish subsidiary. Principal risk:

Physical security risk

• Impact of climate changes

which could result in increase

of (i) operational cost, we could

expect increases in people costs,

consultancy costs, marketing and

PR, technology costs, engineering

cost and costs related to truck

park management; and (ii)

increases of CapEx – additional

investments into technology

projects related to climate change.

Principal risk: Climate change risk

Applied risks and their effect were

stress tested via three types of

downside scenarios. First Scenario

focuses on (i) product demand

decline risk; (ii) technology and

resilience risk; (iii) external parties

dependency risk; and (iv) climate

change risk. Second Scenario focuses

on (i) product demand decline risk;

(ii) technology and resilience risk; (iii)

external parties dependency risk; (iv)

physical security risk; and (v) climate

change risk. Third Scenario focuses

on (i) product demand decline risk;

(ii) technology and resilience risk;

(iii) external parties dependency

risk; and (iv) climate change risk.

The Directors also considered the

potential mitigating actions that the

Group could take to preserve liquidity

and ensure compliance with the

Group’s financial covenants. In doing

so, judgement has been applied in

determining whether such actions

would be reasonably possible to

execute as well as the financial

impact of taking such actions. In

terms of mitigating actions, the

Directors are confident that they

would be able to take similar actions

to those taken during previous

economic downturns.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Applied risks were estimated to

create severe but plausible downside

scenarios covered in the first and

the second scenario and took into

account the development of net

revenues, level of OpEx and levels

of CapEx. The scenarios were also

modelled to test potential occurrence

of any liquidity issue of the Group,

both first and second scenarios

have proven that the Group operates

with sufficient level of liquidity

headroom and ability to meet financial

covenants.

Along with this analysis, the Directors

have considered a reverse stress

tests scenario (third scenario) in order

to further assess the Company’s and

the Group’s viability. In the reverse

stress test, there are assumed, as

described in detail above, primarily

impacts of (i) long-term and severe

macro-economic crisis (market



(ii) severe impact of climate changes.

This reverse test scenario considered

the negative changes required from

these factors and as mentioned

above, the Directors also considered

the potential mitigating actions that

the Group could take to preserve

liquidity and ensure compliance with

the Group’s financial covenants.

Considering the level of stress test

scenario, the Directors have no

reason to believe that the Company

and the Group will no be viable over

the long-term period.

VIABILITY STATEMENT

Based on the above described

assessment of the principal risks

facing the Company and the Group,

stress testing and reverse stress

testing undertaken to assess

the Company’s and the Group’s

prospects, the Board of Directors

have a reasonable expectation that

the Company and the Group will be

able to continue in operation and

retain sufficient available cash to

meet its liabilities as they fall due

over the period to 31 December

2024 and consequently, the Group

proved it will remain relevant and

solvent in the medium to long-term

considering technological, social and

environmental changes expected to

happen in the medium to long-term

period.

GOING CONCERN

The Board of Directors have

considered the financial prospects

of the Company and the Group for

the foreseeable future, which is at

least the next 12 months and made

an assessment of the Company’s

and the Group’s ability to continue

as a going concern. The Directors’

assessment included consideration

of the availability of the Company’s

and the Group’s credit facilities, cash

flow forecasts and stress scenarios.

Stress test scenarios applied in the

Going concern statement are in

line with scenarios covered in the

Viability statement, except application

of climate changes risk. Climate

changes risk was stress tested only

for Viability statement, this risk is

modelled with an effect on Company’s

business from the beginning of

financial year 2024, this period is

beyond tested period applicable

for Going concern statement. The

Board of Directors are satisfied that

the Company and the Group has the

resources to continue business for

the foreseeable future, in particular

given the level of cash balances

available following the IPO, and

furthermore are not aware of any

material uncertainties that may cast

significant doubt upon the Company’s

and the Group’s ability to continue

as a going concern and the Board of

Directors considers it is appropriate

to adopt the going concern basis of

accounting in preparing the annual

financial statements.

Viability Statement CONTINUED

In accordance with section

414CZA of the Companies

Act, the Directors provide

the following statement that

describes how they have had

regard to the matters set out

in section 172(1)(a) to (f) when

performing their duty under

section 172. It outlines how the

Board of Directors promote the

success of the Company for

the benefit of its members as

a whole, by engaging with key

stakeholders to better inform

their decision making.

Eurowag puts stakeholder considerations and sustainable

business practises at the heart of its purpose: to create

sustainable financial and technological solutions for the

benefit of the commercial road transport industry, society

and the environment.

The Non-Executive Directors of the Board were formally

appointed in September 2021. The Board as a whole

delegates certain engagement responsibilities to individual

Non-Executive Directors, the Executive team, including

the Group Chief Executive, Chief Financial Officer and

relevant Executive Committee members, as well as

senior management. These individuals provide the

Board with updates on stakeholder developments and

interests and this feedback helps inform the Board as it

takes principal decisions, including the development of

business strategy. The Board recognises that proactive

and two-way dialogue with stakeholders is a critical part

of the Company’s long-term success. Thus, the Board will

continue to take stakeholder interests and concerns into

account as part of its decision making process.

The following outlines the Board and Executive team’s

approach for listening to and engaging with specific

stakeholder groups.



STRATEGIC REPORT

Annual Report and Accounts EUROWAG

Our Engagement with Stakeholders

INVESTORS INITIAL PUBLIC OFFERING

REGULATORS AND GOVERNMENT

Eurowag monitors policy and

regulatory developments across

Europe, as well as in our priority

markets. Our business lines are

affected by complex and changing

requirements in the countries where

we operate, covering a wide range

of topics from carbon reduction

in transport to VAT legislation and

GDPR. The legal and compliance

functions are responsible for

overseeing these developments and

report regularly to the Executive

Committee. In 2022, the Board will

also receive relevant and material

developments that present both risks

and opportunities for the industry,

Eurowag and our customers. We

participate in a number of trade

bodies including the International

Road Transport Union, FCE, UPEI

(an industry body representing

independent fuel suppliers in

Europe), CHARIN, AETIS (the

Association of Electronic Toll and





Industry and Trade), to monitor and

engage with stakeholders in the

regulatory and policy arenas.

Key topics of interest and concern

during 2021 included:

• policies relating to energy

transition, including the

EU Mobility Package and

alternative-energy directives

• consultations and further

engagement with the FCA in the

lead up to the Company’s IPO on

the London Stock Exchange

• evolving policy and legislation

relating to energy efficiency and

carbon reduction, and reporting

requirements in Europe and key

markets

• policy on new toll payment

solutions for EETS and

national tolls

• changes in VAT legislation in

Europe and the OECD’s new

international tax framework

• payment services legislation

interpretation and updates

• engaging with regulators in

Hungary on the acquisition

of WebEye

The Investor Relations function

facilitates communication

with existing and prospective

Shareholders. The Head of Investor

Relations supports the CFO and the

CEO in briefings to the Board and

provides feedback from investors,

analysts and brokers on the

Company’s performance and general

shareholder sentiment on priorities

such as ESG and remuneration.

In the period between IPO and

the financial year end, the team

held more than 30 meetings with

investors and analysts. Due to the

ongoing pandemic, all meetings

were virtual. Key topics of interest in

2021 included:

• listing on the London Stock

Exchange and performance after

the IPO

• growth strategy and

technological investment

• M&A strategy and recent

transactions

• use of proceeds from the IPO

• industry trends, especially the

potential impacts of energy

transition

The Board was established ahead

of the IPO on the London Stock

Exchange and has been involved in

advising and supporting the process

for listing. The Executive Committee

and Board recognised that the

IPO would be instrumental to the

future success and sustainability of

the business. A successful listing

would enable the Company to

accelerate its growth and achieve

its vision to ensure that businesses

in the CRT sector can access and

benefit from digitisation before,

during and after every journey.

Throughout the process, the Head

of Investor Relations, the CEO and

CFO, alongside advisors, provided

the Board with regular updates

about the concerns and interests

from prospective investors and

feedback from other stakeholders,

including sponsors and advisors.

In preparation for the IPO, the

Board and Executive Committee

implemented a strong governance

framework, which reflects the

Company’s desire to maintain a

reputation for high standards of

business conduct. The topics of

most interest included:

• competitive position of Eurowag

• strategy for growing the

business, including geographic

expansion

• risks and opportunities to the

business

• technological transformation of

the industry, digital trends and

impacts of energy transition

• changes in governance

• environmental and social

impacts

• M&A strategy and investment in

technology

Ahead of the IPO, the Group

undertook 38 individual meetings,

more than 30 group meetings and

300 calls to potential investors from

banks representing Eurowag. These

calls included participation from

the Executive Directors. Following

the IPO, the investor relations team

continues to engage with investors

and provide regular updates to

the Board.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Our Engagement with Stakeholders

CONTINUED

CUSTOMERS

Customer engagement is led by

the Chief Commercial Officer who

oversees the go-to-market strategy

based on three geographic clusters



Europe) and the Group Marketing

team. The Chief Commercial Officer

is a member of the Executive

Committee and responsible for

providing updates to the Board on

customer insights. The mechanisms

for engaging with customers include

direct sales through area sales

managers, supported by a telesales

team; and indirect sales through

leads generated by third-party

relationships, focusing on verticals

and co-branded solutions. Both

models are supported by digital sales,

which in itself became an independent

channel in 2021. The Group’s

technology platform is designed to

offer a seamless customer experience

from on-boarding to screening, risk

management as well as ongoing

customer relationship management

(“CRM”). In 2021, we allowed for

fully digital customer acquisition and

onboarding, which is aimed at smaller

fleets.

In addition, the marketing and

customer teams engage with

customers through surveys that

provide formal, quantitative insight into

customer needs and interests. The

teams also secure unique insight into

the needs of truckers through the

Road Lords app, a truck navigation

GPS app for Android users. In

addition to providing specialised

routes for trucks and other large

vehicles, it serves as a social platform,

linking drivers to other drivers. We

also monitor the level and type of

customer complaints so we can

address customer concerns.

A key measure for assessing the

quality of our engagement with, and

support to, customers is our customer

Net Promoter Score (“NPS”). Our

NPS allows us to effectively gauge

the customer experience and track

how well we are developing our

relationship with our customers. This

factor was a key consideration for the

Remuneration Committee in ensuring

remuneration is aligned with our

customer-centric strategy. Therefore,

in 2022, this measure will be a leading

KPI that informs an element of annual

bonus targets and remuneration.

In 2021, key topics of interests to

Eurowag customers included:

• availability of the workforce

including drivers

• availability of parking

• costs and administrative burdens

associated with changes to

regulation in home markets and

across borders

• health and safety on the road

• e-tolling changes in Poland

• rising price of fuel

• competitiveness and small

margins

STRATEGIC REPORT

Annual Report and Accounts EUROWAG

EMPLOYEES PURPOSE, CULTURE AND VALUES

The Chief People Officer has primary

responsibility for ensuring that

workforce-related issues are tabled

at the Executive Committee and

with the Board. The Chief People

Officer is a member of the Executive

Committee and is responsible for

the Company’s culture and values

framework as well as the diversity,

equity and inclusion strategy. In

addition, Susan Hooper, has been

appointed as the Non-Executive

Director responsible for workforce

engagement issues. The HR function

regularly engages with the workforce

through several channels, including

through the onboarding process,

annual engagement survey and Pulse

surveys. In early 2022, the Chairman

and other Board members visited

the Prague headquarters to meet

leaders and employees. In addition,

these visits will include engaging

with employees to hear the topics of

interest and concern to the workforce.

The Board will look to insights and

trends from employee pulse and

employee Net

Promoter Scores (“eNPS”). These

tools allow the Board to understand

the sentiment of our employees and

how they feel about working for

us. This in turn provides the Board

with the opportunity to develop

relationships and focus on what

matters to the workforce. It is vital we

align the interests of our employees

with our strategy so, in 2022, eNPS

will also inform an element of annual

bonus targets and remuneration

alongside NPS as a KPI. Our Culture

Amp tool provides the means for

employee engagement surveys

as well as benchmarking against

technology peers across Europe.

Employee engagement and employee

net promoter scores are another

key measure the Board will use to

understand the quality of workforce

engagement.

In October, the Board held a session

on the purpose and values of the

Group. The discussion included

an overview of Eurowag’s Culture

Manifesto, which sets out the

framework for maintaining a strong,

ethical and responsible culture. By

setting and developing the Eurowag

purpose and values in an attempt

to achieve the desired culture, the

Board, through management, are

establishing practices that allow

us to maintain our high standards

of business conduct. Furthermore,

the Board is ensuring we continue

to build strong relationships with

our customers through nurturing

and promoting a culture within

the organisation that sets high

standards for the way we interact

with them.

Crucially, the discussions also

included the practical role that

our purpose and values plays in

the recruitment, management,

development and retention of the

Group’s workforce and overall

culture.

For more information on

Eurowag’s purpose and values,

please refer to page 104

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Our Engagement with Stakeholders CONTINUED

SOCIETY AND THE ENVIRONMENT GROUP RISK FRAMEWORK

During the year, the Board

considered and approved the Risk

Management section. This is built on

a “three lines of defence” model and

includes a Risk Management code,

Risk Assessment directive, Risk

Monitoring and Reporting directive

as well as an Incidents Management

directive. Since Q4 2021, Group risk

updates have been provided to the

Audit and Risk Committee quarterly.

The foundation of the entire risk

process considers interfaces and

risks covering all stakeholders,

including customers, suppliers,

employees, shareholders, regulators,

the environment and society at

large. Our ability to manage these

risks has a direct impact on the

preservation of relationships with all

stakeholders.

For more information on

the Risk Framework and

Governance, please refer

to page 48

In 2021, Eurowag established a

sustainability function to oversee

our strategy for covering a wide

range of environment, social and

governance (“ESG”) topics. This

includes responsibility for providing

the Board and Executive Committee

with news of external developments

and trends, as well as applicable

policy developments covering

sustainability issues. The function

will also be responsible for engaging

with opinion formers, non-profit and

charitable organisations working

on environmental and social issues.

Further, the Board appointed Susan

Hooper as the Company’s designated

Non-Executive ESG Representative

for the Company and on the

Group’s ESG Executive Committee,

with effect from 1 January 2022.

During the financial year the Board

undertook alternative arrangements

for workforce engagement in

accordance with provision 5 of the UK

Corporate Governance Code. Since

her appointment to the Board, Susan

has been involved in developing and

formalising the Group ESG strategy.

In her capacity as ESG Director,

Susan will ensure the Board considers

sustainability and stakeholder views

in their discussions and decisions. In

October, the Board considered and

approved Eurowag’s new sustainability

strategy. Developed in early 2021,

this strategy includes commitments

covering material topics in the

environmental, social and governance

arenas.

The strategy has been informed by a

formal materiality analysis, conducted

during 2021. This exercise examined

the ESG issues of greatest interest

and concern to the Company and

industry stakeholders. The initial

materiality analysis examined and

prioritised 14 social, environmental

and ethical issues including climate

change, data protection, diversity,

equity and inclusion, employee

engagement, workplace wellbeing,

supporting our customers in the

energy transition, and on efficiency

as well as wellbeing and financial

sustainability.

Key issues of interest and under

discussion at the Executive

Committee and Board during the year

included

• developing and implementing

Eurowag’s ESG Sustainability

Strategy

• impacts, opportunities and

implications of ESG developments,

including climate change and the

energy transition

• non-financial reporting and

disclosure requirements

For more information on

Eurowag’s sustainability strategy

and the materiality analysis,

please refer to pages 68 to 

The following outlines the strategic

topics and principal decisions

considered by the Board along with

their consideration of stakeholder

interest and concerns.

STRATEGIC REPORT

Annual Report and Accounts EUROWAG

OVERVIEW

THE IMPORTANCE OF ESG



AND A SUSTAINABLE INDUSTRY

Eurowag will achieve strong,

resilient long-term growth only

by staying at the forefront of the

commercial road transport (“CRT”)

industry as it transforms and works

towards being a more efficient,

decarbonised, and socially impactful

industry. This commitment is at

the heart of our Group culture. We

have launched an ambitious new

sustainability strategy to accelerate

our creation of sustainable financial

and technological solutions for the

overall benefit of the CRT industry,

society, and the environment. Having

established the foundations for

sustainability, we will evolve our

approach in line with evolving societal

expectations, making it part of our

day-to-day way of working.

We are reinforcing this approach at an

important time in the transformation

of our business, our industry, and of

society more broadly. Climate change,

and the energy transition specifically,

is one of the most defining and

unprecedented challenges of our

times. CRT emissions contribute to

approximately 9% of the greenhouse

gas (“GHG”) emissions in Europe

(source: Eurostat) so the sector

has an important role to play in

contributing to a low-carbon future.

Policymakers are incentivising

change, investors demanding more

transparency, and the industry is

investing in new technologies and

powertrains. However, the CRT

sector faces significant challenges

in adopting low-carbon powertrain

options or the digitalisation essential

for reducing energy intensity. These

challenges include the availability

of charging and alternative-fuel

networks, rapidly evolving regulation,

inconsistent approaches towards

taxation and subsidies across

Europe, and limited availability of

viable battery and alternative-fuel

trucks. All of these affect the total

cost of ownership for CRT customers

https://www.mckinsey.com/

industries/automotive-and-assembly/

our-insights/road-freight-global-

pathways-report.

There will be many important

factors for improving efficiency and

reducing emissions – investing in

alternative fuels and e-mobility, digital

solutions and seamlessly connecting

participants in the road-transport

ecosystem. Collaboration – including

with car manufacturers, energy

retail outlets, financial services

providers, shippers, policymakers and

municipalities – will play a crucial role

in fast and cost-efficient transition to

lower-carbon transport. We also need

to ensure that people working in the

industry, such as drivers, dispatchers

and infrastructure personnel,

also benefit from the focus on

sustainability, by helping improve their

wellbeing and safety, and reducing

stress and feelings of isolation.

CRT-related jobs employ

approximately 20 million people, with

a large proportion of businesses in

the sector being small or medium-

sized. The sector forms an essential

pillar of the economy, touching our

daily lives, enabling vast cross-border

trade, and ensuring that essential

products and services are delivered

on time, safely, to consumers across

the continent.

We believe the Eurowag platform

and its expanding set of solutions

will play an important role in helping

the CRT sector meet the challenges,

overcome the barriers, and become

more successful, resilient and

environmentally sustainable.

As a leading mobility and

payments platform provider

to the CRT sector, we aim

to help small business

customers grow, compete

and prosper in a digital, low

carbon future.”

Susan Hooper

Independent Non-Executive Director & ESG Board Representative

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Responsibility and Sustainability

OUR APPROACH

Eurowag is driving the transformation of the commercial road transport industry to create a successful, resilient,

sustainable future for our customers, communities and company.

We have always believed that we succeed and grow as a company when our customers, communities and colleagues

succeed and grow. With the decarbonisation imperative growing in urgency, we are intensifying our efforts to make life

more fair, secure and sustainable for the people at the heart of the CRT industry.

In 2021, we worked with ESG experts to examine our material impact on the world. We used these insights to shape our

new sustainability strategy and targets. Our approach focusses on three areas:

OUR INDUSTRY.

We are committed to creating

structural solutions to power the

CRT industry’s transition into a

low carbon future. Our priorities

are to build a better-connected

industry, increase access to

lower carbon mobility solutions

and reduce emissions across

the CRT value chain.

OUR CUSTOMERS.

We are determined to help

SME customers transition

into a low-carbon future and

prosper as business owners. Our

priorities are to help customers

improve operational efficiency

and reduce emissions, to help

improve customer wellbeing

and safety, and to support

SME business success through

financing and advice.

OUR COMPANY, COLLEAGUES

AND COMMUNITIES.

We are working to achieve the

highest responsible business

standards in a thriving inclusive

culture. Our priorities are to

reduce our direct emissions,

develop an ambitious DEI

strategy, and make a positive

impact on our communities

through our employee-

driven charitable giving and

volunteering programme.

HELPING OUR CUSTOMERS AND INDUSTRY TRANSITION TO A LOW CARBON FUTURE

Decarbonisation is the defining issue of the decade for every sector of society – including the road transport industry.

For Eurowag’s largest customer base – small carrier businesses with limited capital – rising to this imperative is a

significant challenge. Carriers face limited availability of charging and alternative fuel networks, limited availability of

battery and alternative fuel trucks, and inconsistent regulations, subsidies, and taxation programmes across Europe.

Given that Eurowag’s services are deeply embedded in our carriers’ everyday operations, we have a unique

opportunity to help and inspire small business to tackle these challenges and succeed and grow.

We have outlined our sustainability commitments and targets under three pillars:

operating responsibly, leading the sector and transforming the industry and wider society.

In addition to setting out a formalized strategy and

commitments, key areas of progress during the year

include:

• Establishing a sustainability function and

strengthened ESG governance

• Setting new ESG targets including:

− A carbon reduction target to reduce emissions



by 50% by 2030 on a 2019 baseline.

− A DEI target to have 40% female representation

in leadership roles by 2025 on a 2021 baseline.

− Achievement of a top 25% of employee

engagement score as compared to EU Tech

companies benchmark by 2025.

• Expanding the scope of ESG performance metrics

publicly reported including reporting in line with TCFD

requirements.

Whilst we have formalized our approach in 2021,

we recognize there is much more to be done.

We are committed to accelerate progress against

our commitments and ultimately:

• help our customers prosper

• make road transport cleaner, more efficient and safer

• help our employees and communities thrive in a

healthy environment

In the following sections, you will find an overview of

• Governance and oversight of sustainability in Eurowag

• Material issues of interest to our business and society

• Our commitments under the 3 pillars

• Data and progress covering environment (including

our TCFD statement), social and governance topics.

STRATEGIC REPORT

Annual Report and Accounts EUROWAG

ESG GOVERNANCE

This year, we established a governance structure to agree and monitor implementation of our ESG strategy. The Board of

Directors is ultimately responsible for ESG, but delegates accountability to the ESG Executive Committee, from where it

receives regular updates, as well as periodic presentations. The Committee is facilitated by the VP of Sustainability and

comprises one independent Non-Executive Director, Susan Hooper, the CEO, Martin Vohánka, and senior executives from

legal, human resources, communications, commercial and investor relations, as well as an environmental subject matter

expert. It sets the strategic direction and tracks progress of the ESG strategy, related policies and reporting, as well as

monitors ESG risks and opportunities. It meets every two months.

We also have an operational monthly ESG Operational Committee, where representatives from around the business

coordinate the day-to-day running of the strategy. During the year, we also established a sustainability function to

facilitate this, and to ensure ESG is part of our decision making processes. We have also introduced a formal ESG policy

that codifies and sets out our governance and approach for integrating sustainability into our business, as well as

monitoring and reporting on its progress.

ESG GOVERNANCE AND ACCOUNTABILITY

BOARD OF DIRECTORS OVERSEES THE STRATEGY

ESG EXECUTIVE COMMITTEE

LEADERSHIP AND STRATEGY

SUSTAINABILITY FUNCTION

FUNCTIONAL LEADERSHIP AND SUPPORT

ESG OPERATIONAL COMMITTEE

COORDINATION AND MANAGEMENT

FUNCTIONAL

LEADERS

BUSINESS

UNITS

COUNTRY

OPERATIONS

(offices and truck parks)

IMPLEMENTATION

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Responsibility and Sustainability CONTINUED

STRATEGIC REPORT

Annual Report and Accounts EUROWAG

WHAT ISSUES ARE MATERIAL TO

OUR STAKEHOLDERS?

In developing our ESG strategy, we

ran an extensive materiality analysis

to identify our most material ESG

topics. This helped us prioritise the

issues that concern our stakeholders,

and understand their level of

importance and how we can respond

effectively to them. As well as

interviewing Board members and

senior management, we surveyed a

cross section of stakeholders such

as investors, employees, suppliers,

customers as well as drivers.

The process was as follows:

• We defined a long list of important

industry topics.

• We shortened the list to relevant

topics.

• We conducted our survey with key

stakeholders.

• We drafted our initial materiality

matrix.

• We fine-tuned based on selective

peer review and expert input.

We asked those surveyed to prioritise

issues according to relevance and

importance. We reviewed the results

in the context of ESG topics relevant

to the mobility and payments sectors,

peers and competitors, as well as to

adjacent sectors with overlapping

Prevention of anti-

competitive practices

Employee health and

wellbeing

Non-discrimination

Socioeconomic tax

compliance

Employee development

and retention

Corporate management

and business continuity

Not abusing

dominant position

toward stakeholders

Product material

sustainability

Truck park notice and

light pollution

Improving EW

water usage

Waste management and

prevention of accidents

with environmental impact

Improving life time

of trucks

Here we outline the

issues our stakeholders

consider important and

which could have an

impact on the business.

IMPORTANCE TO STAKEHOLDERS

MAJOR

SIGNIFICANT

MODERATE

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Responsibility and Sustainability CONTINUED

stakeholder interests. The exercise

highlighted 14 material topics, which

we categorised into three pillars of

commitments that map to our strategy:

• Transform: those where we can

make a game-changing difference

to the CRT industry

• Lead: those where we have an

ambition to be at the forefront in

having a positive impact

• Operate responsibly: those where

we must uphold best-in-class

industry standards

Here we outline the issues our

stakeholders consider important and

which could have an impact on the

business.

We will review the materiality analysis

annually to identify any significant

developments and continue to

monitor emerging issues

as their materiality increases. We

will supplement this by monitoring

developments in the mobility and

payments sector and the wider

business landscape, as well as

changes to mobility and climate

change policies and regulation in

Europe. We will also conduct further

stakeholder dialogue to this end.

Customer privacy and

data security

Reducing CRT emissions

Preventing violation of

human rights

Anti-corruption and

anti-bribery

Ethical business

conduct

Reducing

emissions directly

attributed to EW

Energy transition



and employment

Transparency and

financial regulatoty

compliance

Risk management and

business continuity

Creating high-quality

local job opportunities

Selling practices

Product safety

and quality

Supply chain

sustainability and

responsible procurement

Helping small truckers

be more successful

Sustainable

operations

Engagement with

charities and community

organisations

Improving trucker’s

wellbeing and safety

Environmental

compliance

MAJORSIGNIFICANT

IMPACT ON BUSINESS/IMPACT OF BUSINESS

Key

Environment

Social

Governance

STRATEGIC REPORT

Annual Report and Accounts EUROWAG

OUR ESG STRATEGY

Our ambition is underpinned by commitments and targets under three pillars: operating responsibly, leading the

industry and transforming industry and wider society

OUR ESG COMMITMENTS

IN DEPTH

1. Transform the CRT industry

At the heart of our strategy is a focus

on helping our customers compete

and grow in a low-carbon, digital

future. Our commitments under this

pillar:

• Enabling the clean-energy

transition

continues to decarbonise

transport, we will support our

customers by developing our

acceptance and retail network to

offer cleaner mobility solutions,

including alternative fuels. We

will also further develop modern

technological solutions and

services to help our customers

electrify their fleet.

• Reducing customer CRT

emissions through efficiency



solutions through our telematics

and navigation businesses, to help

improve the efficiency of loads,

as well as navigation solutions

to optimise routes. We aim to

decrease CRT emissions in our

customer fleet by 2030.

• Ensuring customers’ success



transport businesses who may

be struggling to compete due to

their size and access to financing,

offering benefits and services

at attractive terms, and helping

them expand into new segments.

In 2021, we began to survey our

customers to create a baseline

understanding of their beliefs.

Through our first customers’

survey in Q4 2021, of those

surveyed, 65% of respondents felt

we were supporting their success.

We are aiming to increase this

proportion year-on-year.

• Improving customer wellbeing

and safety

specifically, face significant

challenges on the road, from

loneliness to physical safety. To

that end, the safety and wellbeing

of our customers is one of our top

priorities. Through our services,

such as Road Lords, we intend

to create a stronger community,

as well as improve the quality

of customer experience at our

truck parks and across our

entire network. In Q4 2021, we

surveyed our customers to better

understand how they feel about

this, and how we can improve and

create a baseline figure we can

use to monitor how we are doing.

Of customers surveyed and asked

about their views on how Eurowag

is supporting wellbeing and safety,

73% said that they believed we are

supporting their wellbeing.

ESG is at the heart of our purpose: To create sustainable financial and technological

solutions for the benefit of our industry, society and the environment.

OUR AMBITION AND FOCUS

We are committed to fulfilling industry and

regulatory standards, upholding responsible and

ethical business conduct, and making a positive

impact in the communities where we operate.

These include the following areas

• Supply-chain sustainability and responsible

procurement

• Engagement with CSR activities

• Customer privacy and data security

• Transparency and financial regulatory

compliance

• Anti-corruption and anti-bribery

• Ethical business conduct

• Responsible sales practices

We are committed to lead

the industry by exceeding

best practice

• Reducing our direct

emissions

• Promoting diversity,

equity and inclusion

• Creating high-quality

local job opportunities

We help transform our

industry and wider society

• Enabling the energy

transition

• Reducing CRT

emissions

• Helping small truckers

be more successful

• Improving truckers’

wellbeing and safety

OPERATE RESPONSIBLY LEAD TRANSFORM

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Responsibility and Sustainability CONTINUED

2. Lead our industry

Our second pillar is to lead our sector

in three key areas:

• Reduce our direct emissions

have set a 2030 target to reduce

our Scope 1 and 2 emissions by

50% from a 2019 baseline year.

We will do this through a range

of initiatives, including decreasing

consumption and investing in

renewable energy. As Eurowag

recognises that Scope 3 emissions

make up the majority of our total

emissions, we have also initiated

specific workstreams to reduce

those emissions in our material

more on how we are supporting

the development of our workforce,

please see page 84.

3. Operate responsibly

The third pillar of our strategy is

to uphold the highest ethical and

responsible business and industry

standards. This covers the following

commitments.

• Promote sustainable supply-

chain practices and responsible

procurement

to identify and mitigate supply-

chain risks, and ensure we follow

responsible and sustainable

practices when purchasing goods

and services. This includes

understanding and managing risk

from environmental, compliance

and social issues within our supply

chain, including ensuring we

uphold human rights and combat

modern slavery. In 2021, we began

to measure our Scope 3 emissions

using a 2019 baseline. During the

course of 2022, we will develop

a 2030 emissions target as well

as measure material categories

of Scope 3 emissions for 2021.

We will also begin to engage with

our suppliers on how best to use

our portfolio to help them reduce

emissions from trucks carrying

fuel to our stations and network.

• Create a positive impact in

the communities where we

operate, through employee-led

philanthropy

volunteering programme is well

established, and we will continue

to donate 1% of consolidated

earnings before interest and tax

annually to charitable causes. Our

community investment programme

includes both employee giving and

volunteering.

• Operate ethically and with

integrity, including anti-

corruption

the environment of trust,

transparency, accountability and

business integrity necessary to

achieve sustainable long-term

success. Our code of conduct sets

out our principles, expectations,

and rules, and includes our

commitment to comply with

anti-corruption laws. For this,

our compliance team oversee

our policies and programme of

training.

• Promote transparency and

financial regulatory compliance,

including anti-money-laundering



a structured programme to

ensure compliance with anti-

money-laundering and financial

regulatory requirements.

We continuously strengthen

our compliance programme

including policies, training, risk

assessment and monitoring. In

addition, we have taken steps to

further improve efficiency and

effectiveness through automation

and digitisation of our tools and

programming.

• Customer privacy and data

security

to safeguard the data of our

customers and employees, and to

comply with GDPR and industry

standards. We have policies,

training, risk assessments and

a GDPR programme in place,

which we work continuously to

strengthen.

• Uphold responsible selling

practices

sales and commercial teams act

responsibly and ethically when

selling our products and services.

We will assess our performance

with regular reviews of complaints,

insights from our customer

experience team and feedback

from customer surveys.

STRATEGIC PROGRESS AND



• Conducted a materiality exercise

to define our key areas of focus.

• Formalised the sustainability

governance and function.

• Published our commitments under

three pillars

• Developed a methodology for

quantitative and qualitative KPIs.

• Collected baseline data and,

where possible, comparative data,

for key metrics. Expanding the

scope of ESG performance metrics

publicly disclosed.

STRATEGIC REPORT

Annual Report and Accounts EUROWAG



AND ESG REPORTING

As part of formalising our ESG

strategy, in 2021, we set both

quantitative and qualitative KPIs

to measure progress towards our

targets, alongside some other KPIs in

the early stages of development. We

also began collecting baseline data

for the KPIs. In this report, we include

ESG data for the metrics we have

finalised, and where data is available

for the baseline and current year. We

will report with reference to GRI and

SASB. For more information, please

see our Investor Relations website

https://investors.eurowag.com. In

2022, we will further develop the

quality and scope of our non-financial

metrics and targets and include these

in future reports.

Human Capital Development and

Diversity, Equity and Inclusion

Performance data is on page 86

Performance data for

Governance, Compliance, and

Ethical matters is on page 88

ENVIRONMENT



• Set carbon reduction targets for

our direct operations

• Initiated a climate-related risk

assessment to understand risks

and opportunities.

• Published baseline and

current-year carbon data

• Began renewable energy

purchasing and investments

across the Group

• Continued expansion of our

alternative and e-mobility solution

offering in Europe

Climate change is a defining issue for

our generation. This year’s historic

COP26 climate change conference

highlighted the urgency of the

challenge as well as the need for the

corporate sector to work closely with

governments, the public and private

financial sector, local communities

and NGOs to tackle it.

As part of our strategy, we have

started to measure our carbon

emissions as well as set a carbon

reduction target for our operations.

We are also setting targets for

reducing emissions in our supply

chain, and are developing mobility

solutions to help our customers improve efficiency and the transition to

a low-carbon future. At an operational level, our energy business unit

plays an instrumental role in overseeing environmental management at

site and operational levels, working with retail network, country and office

management. We have made a commitment to reduce emissions from our



of our annual ESG reporting, we define direct operations as operations in which

the Group has a 50% or more ownership . Within this boundary, we account

for 100% of the GHG emissions from owned assets and leased assets that

are treated as wholly owned assets in financial accounting and are recorded

as such on the balance sheet. We will achieve this through a combination of

shifting to renewable energy for our offices and retail operations, using LED

lighting to improve energy efficiency in our buildings, installing electric vehicle

chargers in the headquarters garage, and using electric cars in our fleet.

After exploring a wide range of mitigation measures, we will also define our

approach for purchasing carbon offsets.

The table below show three years of emissions data, including our 2019

baseline data for Scope 1 and 2.

  

Total Energy Consumption (kWh) 6,388,280 6,339,958 



e) 1,070 1,225 



e) –

Location-based 1,360 1,227 





 2,430 2,452 



e) –

Market-based 1,534 1,387 





 2,604 2,612 

GHG Intensity Petrol stations



e/refuelling point) –

Location-based – 5.93 



 – 36.41 



 – 6.52 



 – 39.52 

In 2021, we have seen a 4.4%

increase in our total Scope 1 and 2

GHGs emissions (location-based)

compared to our 2019 baseline. We

have also recorded a 3.5% increase

in our total Scope 1 and 2 GHGs

emissions (location-based) in 2021

compared to 2020, which was due to



2020 and the addition of new assets

to the business, which have led

to a 10.1% increase in total energy

consumption. We have also split

our emissions between offices and

petrol stations to calculate relevant

GHG intensity measures for each. For

petrol stations we have calculated

our GHG intensity per refuelling point

whereas for offices we have used

surface area as our denominator.

In 2019, we have mapped our

Scope 3 emissions against all 15

categories of the Greenhouse

Gases Protocol and calculated our

emissions in all relevant categories.

In 2019, our total Scope 3 emissions

amounted to 4,546,185 tonnes of

e, of which 78.9% are from the

Greenhouse Gas Protocol Category



EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Responsibility and Sustainability CONTINUED

CASE STUDY

Sygic – recognised for its

contribution to sustainability

In 2020, Sygic, part of the Eurowag Group, became

the first navigation system worldwide with a mode



and an integrated payment system for charging.

It has successfully grown its user base and set

of features during 2021. By introducing the EV

driver mode, available for free, Sygic aims to

help solve the charging and range anxiety

connected with electric vehicles. In

September 2021, Sygic was recognised

for this contribution to sustainable

mobility by Emerging Europe.



and Services), and 0.2% from all

other relevant categories, which

includes categories 2, 3, 4, 5, 6, 7

and 9. In 2022, we intend to publish

our Scope 3 emissions targets

using a 2019 baseline as well as the

2021 calculations for the material

categories of scope 3. We also

intend to participate in CDP’s climate

change questionnaire for the first

time in 2022 and align our targets

and strategy with the latest climate

science.

During 2021, we began a series of

initiatives to reduce our environmental

footprint. They included working

with suppliers on climate change

and carbon reduction commitments,

changing to renewable energy for

offices and other real estate, and

refreshing our corporate car policy to

incentivise uptake of hybrid and fully

electric cars. In 2021, we also began

to include environmental criteria in

our tender process for providers of

transport services for telematics

hardware and logistics services in our

Czech office. We are also growing the

network’s acceptance of transitional

fuels and clean-mobility solutions.

TCFD STATEMENT

Climate risk and TCFD statement

The Financial Conduct Authority

issued a Policy Statement in late

2020 requiring commercial companies

with a UK premium listing to include

a statement in their annual financial

report covering the period starting

on 1 January 2021. As a newly

established FTSE-listed Company and

in line with the UK’s Task Force on

Climate-related Financial Disclosures

(“TCFD”), we are including our first

statement this year.

The disclosures made below

are consistent with the TCFD

recommendations and recommended

disclosures, and therefore, adheres to



In the following statement, we outline

our compliance with all the elements

of the TCFD, except for three areas



quantification and measurement of





(interim and long term). For these

elements of the TCFD disclosure and

requirements, we have explained

our future plans and timeline for

complying with the relevant areas of

the TCFD requirements.

This statement outlines the

Company’s approach to identifying

and mitigating climate risk and is

based on a robust assessment

of our climate-related risks and

opportunities.

We also aim to continually improve

our understanding and management

of climate risk to further strengthen

our approach and future plans for the

Eurowag Group.

In 2021, during the process of

developing the Group’s new ESG

strategy, we began to identify

climate risks as part of our

materiality assessment. In addition,

we included climate risk as part of

the identification of ESG risks and

as part of the Group’s overall risk

process and governance framework.

Climate change and the energy

transition represent both a risk

and an opportunity for the Group.

Our reputation, operating and

compliance costs, and diversification

of revenue, may be influenced by

our pace of action, the pace of

the energy transition in the CRT

sector and by our customers in

the short, medium, and long term.

We currently derive a significant

portion of our revenues from fees

for fossil fuels transactions. We

note that changes in road transport

policy and regulations, the cost of

carbon, carbon taxation, changes

in market demand for alternative

fuel and clean mobility solutions,

and pace of adoption of low-carbon

powertrains by our customers, can

all influence the level of risk and

opportunity for the business. We

also recognise that extreme weather

events could pose a risk to business

continuity for our physical assets

and the need to monitor the impact

of such events on the health, safety

and wellbeing of our workforce and

customers. In addition, we have

made a commitment to reduce our

own carbon footprint, as well as

to contribute to solutions to help

customers make the transition to a

low-carbon future.

In 2022, we will continue to expand

the level and scope of our climate-

related risk assessment, how we

quantify those risks and how we

integrate them into both our strategic

and financial considerations.

Here we outline our progress and

approach, as well as plans for 2022.

The TCFD framework consists of four

core elements: governance, strategy,

risk management, and metrics and

targets. A summary of Eurowag’s

current approach against the four

core elements and plans for the

near future is provided in the next

table, including signposts to more

information.

Annual Report and Accounts EUROWAG

STRATEGIC REPORT



TCFD

disclosure

Current approach

Future plans

Additional reference

and information

Governance

a) Describe the

Board’s oversight of

climate-related risks

and opportunities.

Within Eurowag, the full Board oversees climate-related risk and opportunities

as part of its overall consideration of our ESG strategy. It oversees climate

risk in two ways. Firstly, through the Audit and Risk Committee, which

reviews principal risks. Secondly, in January 2022, the Board has appointed

Susan Hooper as its ESG Director. Part of her role is to be responsible for

reporting and advising the Board on climate risks and opportunities, as part

of discussions on the ESG strategy.

The Board will review the

effectiveness of the current

governance structure during the

course of 2022 and discuss any

changes to Board Governance

related to climate change and

ESG during the course of 2022.

See section on

ESG governance on

page 66

See section on

corporate governance

on page 156

b) Describe

management’s role

in assessing and

managing climate-

related risks and

opportunities.

At a management level, the ESG Executive Committee is responsible for

identifying and reviewing climate risks and escalating to the Group Risk

Officer on a monthly basis to ensure climate risks are factored into the Group

Risk process.

Currently transition risks are part of the in control framework for the Group.

Climate-related regulatory, compliance and policy risks are captured as part

of the risk process.

We will track and monitor our

performance and progress

towards meeting our GHG

target. This will be monitored by

the ESG Executive Committee

and will be part of internal

management reporting as well

as non-financial disclosures and

annual reporting.

In 2022, we will work to enhance

the quality and detail related to

specific climate-related risks.

Going forward, we will review

the climate risks associated

M&A activity as well as country

level activities that could

create climate-related risks or

opportunities for the Group

The Sustainability and Risk

functions are in the process

of working with the countries,

business units, CFO and other

functions to identify, review,

mitigate and quantify physical

and transitional climate risks.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Responsibility and Sustainability CONTINUED

TCFD

disclosure

Current approach

Future plans

Additional reference

and information

Strategy

a) Describe the

climate-related risks

and opportunities

the organisation has

identified over the

short, medium, and

long term.

The heart of our ESG strategy is helping our customers compete and grow in

a low-carbon future. We have also made commitments to reducing our carbon

footprint in our operations and supply chain. The strategy is informed by our

materiality assessment. We will further adapt our climate strategy following

the outcomes of a risk assessment started in Q4 2021.

We have identified short, medium and long-term climate-related physical

and transitional risks and opportunities through a series of workshops with

business units and functional leaders. The timeframe for these risks are as





During the workshops, we assessed the resilience of our strategy in three



Assets and employees; Business model; Supply chain; and Customers. These

workshops were delivered in January 2022.

In 2022, we will continue to

refine and consolidate the risks

and opportunities identified

during these workshops by

piloting new tools to better

understand and identify climate

risks associated with our current

physical portfolio and supply.

See section on

ESG governance on

page 66

See section on

corporate governance

on page 156

b) Describe the impact

of climate-related

risks and opportunities

on the organisation’s

businesses, strategy,

and financial planning.

We have started the work to identify the potential impact of the climate-

related risks and opportunities we have identified during our workshops.

Climate has been considered as part of the preparation of the Viability

statement as well as the financial statements for 2021.

The Group’s reputation, operating and compliance costs, and diversification

of revenue may be influenced by our pace of action as well as the pace

of the energy transition within broader CRT enabling ecosystem and by

customers in the short, medium and long term. The energy transition poses

unique challenges for our small and medium sized customers, including

the availability of sufficient charging and alternative fuel networks, rapidly

evolving and yet unstable regulation raising significantly business risk, uneven

approach on taxation and subsidy programs across Europe as well as limited

availability of viable battery and alternative fuel trucks for commercial road

transport in the near term. All of which affect transition risks and the total

cost of ownership (“TCO”) as a key drivers for mass adoption of sustainable

alternatives. We also recognise that extreme weather events could pose a

risk to business continuity for our physical assets as well as the health and

wellbeing of our workforce. The Group also recognises that it is imperative to

take responsibility to reduce its own carbon footprint as well as contribute to

solutions to help its customers make the transition to a low carbon future.

To address these risk and opportunities, we are

• Investing in acceptance network to support uptake of alternative fuels



• Investing in eMobility solutions including a growth investment in

Last Mile Solutions to provide industry-leading eMobility services to

customers throughout Europe

• Investment in digitation and technologies to improve efficiency within

CRT road transport ecosystem and thus decrease energy and asset

intensity per tonne of transported good

• Eurowag will also explore how carbon reduction for its operations as

well as investment in products and services to support customers with

efficiency and emissions reductions will be a factor in capex investment

decisions

In 2022, the Sustainability

function will continue to work

with the Finance and Group Risk

function as well as the relevant

business units to assess the

impact of our climate-related

risks and related mitigation

measures.

This aim is to better understand

likelihood and impact (and

timeframes) of those climate-

related risks and opportunities

to ensure we have a robust

prioritisation process.

During the first half of 2022,

the Group will initiate work

to quantify climate risks

and impacts to enhance

consideration as part of strategy

and financial planning.

See section on

ESG governance on

page 66

See section on

corporate governance

on page 156

c) Describe the

resilience of the

organisation’s

strategy, taking into

consideration different

climate-related

scenarios, including a

2°C or lower scenario.

We have identified various climate-related risks and opportunities following

the series of workshops completed in January 2022.

The Company utilised three scenarios to identify physical and transitional

climate risks. This included a 1.5-degree scenario. In this world action

taken around the world has achieved the aims set out in the 2015 Paris

Agreement – global temperatures have been limited to 1.5°C compared

to pre-industrial levels. But that does not mean everything is the same as

today. There have been some physical changes and achieving this goal

has required a substantial shift in policy and behaviour. We also explored

a second scenario of a 2-degree world. In this scenario, change ebbs and

flows in the consciousness of leaders and the general public alike. Some

action has been taken, but it’s very much business as usual. It is a bit better

but global temperatures continue to climb, albeit slowly. And the impacts are

clear to see. Finally, we considered a 3-degree scenario. In this scenario,

Economies around the world have continued to be powered by fossil fuels

and promises made by global leaders have been largely ignored. Life has

continued much the same. As a result, the planet is in crisis and well past

the point of no return by 2030. Global warming has accelerated. This is not

doomsday, but the changes in climate are all around, tangible and in some

cases catastrophic.

Please see page 56 for the Company’s Viability statement and more detail on

the resilience of Eurowag’s business strategy.

As we are at the beginning

of our journey, we will be

continuing this work in 2022,

ensuring that our business

strategy and management

approach is resilient when

considering those different

plausible futures.

The Risk and Sustainability

functions will review the

business continuity plans for

assets in order to ensure that

considerations from the climate

scenarios are taken into account

in the plans.

See Viability statement

on page 56

STRATEGIC REPORT

Annual Report and Accounts EUROWAG

TCFD

disclosure

Current approach

Future plans

Additional reference

and information

Risk Management

a) Describe the

organisation’s

processes for

identifying and

assessing climate-

related risks.

The full Board is responsible for overseeing climate-related risks and

opportunities.

During the course of 2021, the Group initiated a materiality analysis to identify

material ESG issues for Eurowag. This included the identification of climate

risks and opportunities. In addition, the Sustainability function initiated a

series of workshops with the business units and functions to identify and

assess climate-related risks; using scenario analysis to identify those risks.

As part of the overall risk process, climate risks are escalated to the

risk function which then prepares the risk update to the Audit and

Risk Committee. This Committee reviews the climate-related risks and

opportunities as climate is a principal risk.

During the course of 2022,

the Group will fine tune

its processes for regularly

identifying and assessing

climate-related risks as part of

the overall risk process.

This will include a regular review

to update the climate risks in the

short, medium and long term.

This will also take into account

review of climate risks when

exploring M&A opportunities and

post acquisition integration.

See Principal risk on

page 53

b) Describe the

organisation’s

processes for

managing climate-

related risks.

Following the identification of climate-related risk and opportunities as part of

the materiality analysis in early 2021, Eurowag outlined a number of initiatives

to reduce its operational and supply chain emissions as well as developing

products/services to help its CRT customers reduce their emissions. This

process included review and development of opportunities with individual

business units. The Business units have included prioritised plans for climate

mitigation in their annual plan. This process will continue and be refined

during 2022, as the Group reviews its emissions data across Scope 1, 2 and 3

as well as conduct further analysis of climate scenarios.

Now that we have identified

our climate-related risks and

opportunities, we will be

working on quantifying these

impacts on our business and

take appropriate steps to

establish processes to manage

those risks.

See Principal risk on

page 53

c) Describe how

processes for

identifying, assessing,

and managing

climate-related risks

are integrated into the

organi sation’s overall

risk management.

Climate-related risk is a principal risk. The process for identifying, assessing

and managing climate-related risks as part of the overall risk management is

as follows:

As part of the overall risk process, climate risks are escalated to the

risk function, which then prepares the risk update to the Audit and

Risk Committee. This Committee reviews the climate-related risks and

opportunities as climate is a principal risk.

Each quarter the Chief Risk Officer prepares the principal risk register for

review by the Audit and Risk Committee of the Board. The source of the

information comes from risk focal points in individual business units and

functions, including the sustainability function. The nature of climate-related

issues raised via the individual BUs typically falls under the transitional risk

bucket and risks vary depending on the specific relevance of the climate to

the business.

Climate risk is treated like other risks (e.g. people, technology, etc).

During the course of 2022, the

Group will further enhance the

detail of specific climate risks,

the processes as well as training

to support the business to

identify and mitigate climate risk.

Crucially, the Group will initiate

a project to measure and then

quantify climate risks as part

of the overall risk management

process during the first half

of 2022.

See Principal risk on

page 53

Metrics and targets

a) Disclose the

metrics used by the

organisation to assess

climate-related risks

and opportunities in

line with its strategy

and risk management

process.

For 2021, the Group discloses the following metrics related to climate risks

and opportunities:

Risk: The Company discloses the absolute and intensity of carbon emissions

from Scope 1 and 2, the company has also disclosed the absolute emissions

from Scope 3 for 2019.

Opportunities: Eurowag discloses the volumes and transactions of alternative

fuels and alternative fuelling points across its network.

In 2022, we will expand the

metrics used by the Company

to assess climate risks and

opportunities. This includes a

quantitative assessment of the

impact of each of the material

climate-related risks and

opportunities identified.

See Environmental

section on page 

b) Disclose Scope

1, Scope 2, and, if

appropriate, Scope

3 greenhouse gas

(“GHG”) emissions,

and the related risks.

We have disclosed our Scope 1 and 2 (both location and market-based) GHG

emissions for the last three years.

We are also reporting our baseline 2019 Scope 3 GHG emissions. Scope



reported as part of the Company’s submission to CDP for 2022 as well as in

the 2022 Annual Report.

These calculations can be found on page 72.

In 2022, we will be measuring

and disclosing our 2021 Scope

3 emissions. This will be part of

the CDP submission for 2022

and 2022 Annual Report.

See section on

non-financial metrics

on page 

c) Describe the

targets used by

the organisation to

manage climate-

related risks and

opportunities and

performance against

targets.

We have set a target to reduce our absolute Scope 1 and 2 emissions by 50%



the analysis to develop a target and roadmap for Scope 3.

Additional work is in progress to set targets for our commitments related

to the energy transition and reducing CRT emissions. These measures will

cover our activities related to fuel sold, our network as well as technology and

services.

We are also measuring specific metrics related to volumes of alternative fuel

as well as the growth and uptake of e-mobility services.

During the course of 2022, the

Group plans to set and publish a



well as a carbon intensity target

The ESG Executive Committee

will review progress towards our

Scope 1 and 2 target and report

annually through the Annual

Report.

We will define metrics for

commitments across the

energy transition and help CRT

customers improve efficiency.

See section on

non-financial metrics

on page 

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Responsibility and Sustainability CONTINUED

Scenario Analysis

To comply with recommended

disclosure (c) under the Strategy

element, Eurowag has carried out

climate scenario analysis. Through

three workshops involving 25

participants from key business units

and functions, the Group aimed to

identify the resilience of its strategy

under three possible climate futures;

identify physical and transition risks

and opportunities; and identify

actions to mitigate risks and capture

opportunities.

With the support of external experts,

three scenarios were created. The

three scenarios were built based on

publicly available scenarios from the

Intergovernmental Panel on Climate



Concentration Pathways (“RCPs”)

and Shared Socioeconomic Pathways

(“SSPs”); International Energy Agency

(“IEA”); and Principles for Responsible

Investment Inevitable Policy Response

(“PRI IPR”). The three scenarios are

summarised in the section below.

Our scenarios describe the pathway

towards different temperature

outcomes by 2100. Because

scenarios are models rather than

precise predictions of the future,

they describe changes on a decadal

level. They use a mix of qualitative

and quantitative information and were

applied through four lenses: Assets

and employees; Business model;

Supply chain; and Customers. We

used a number of sources, which

contribute insights on different

elements of climate change. The IPCC

RCP scenarios are about physical

changes; the SSPs are focused on

wider societal changes and the IEA

scenarios provide specific insights

on electrification of transport. To

that end, the different scenarios help

inform different parts of our analysis.

Eurowag scenarios

  

Summary Action taken around the world has achieved

the aims set out in the 2015 Paris Agreement

– global temperatures have been limited

to 1.5°C compared to pre-industrial levels.

But that does not mean everything is the

same as today. There have been some

physical changes and achieving this goal has

required an unprecedented shift in policy and

behaviour.

Not much has changed from today. Climate

Change ebbs and flows in the consciousness

of leaders and the general public alike.

Actions have been taken to meet current and

expected pledges made by global leaders.

Global temperatures continue to climb, albeit

slowly, reaching 2°C by 2100. The impacts

become clear to see for many over the next



Economies around the world have continued

to be powered by fossil fuels and promises

made by global leaders have been largely

ignored. Life has continued much the same.

As a result, the planet is in crisis and well past

the point of no return by 2030. Global warming

has accelerated. The changes in climate

are all around, tangible and in some cases

catastrophic. They continue to worsen and

become more pervasive as temperatures climb

above 2°C by the 2040s.

External scenarios

IPCC Scenarios RCP2.6/SSP1 RCP4.5/SSP2 RCP6.0/SSP5

IEA Scenarios Global EV Outlook: Sustainable Development

Scenario (“SDS”)

Global EV Outlook: Stated & Expected Policies

Scenario (“STEPS”) and SDS

Other Scenarios 

Other data sources Climate Analytics, Climate Impact Explorer; Climate Central, Surging Seas: Sea Level Rise Analysis;



STRATEGIC REPORT

Annual Report and Accounts EUROWAG

Risks and opportunities

The risks and opportunities that were identified as part of the climate scenario analysis are summarised in the below



with 2021.



Category Type Description Impacts Management approach

Physical risks

Acute

Risk Inability of employees reaching their

workplace due to acute extreme weather

events such as droughts or flooding.

Likelihood: Low

Timeframe: Short to medium term

Disruption to business

operations and

occasional office

closures.

Eurowag has a hybrid working from

home policy which has been trialled

and successfully tested during the



Transition risks and opportunities

Policy and

Legal

Market

Risk Rapid shift in regulation and policy

accelerating the phase out of fossil fuel in

Europe. The impact could vary depending

on the nature of the policy, the country and

impacts on different types and segments of

the CRT sector.

Likelihood: High

Timeframe: Medium term

Decline in revenue from

fossil fuel.

Our current business model and our

commitment to play a role in the

transition to low carbon economies

will allow us to ensure shift in our

products and services offering.

Policy and

Legal

Risk Higher price of fossil fuel increasing

financial instability and indebtedness of our

customers (e.g. SMEs more at risk)

Likelihood: High

Timeframe: Short to medium term

Higher expense and

credit risk.

Provide support, including tools

and technology, to our customers,

facilitating their transition to low

carbon economies.

Policy and

Legal

Reputation

Risk Inability to keep the pace with rapid shift in

regulation and policy requirement, thus not

meeting investors expectations.

Likelihood: Low

Timeframe: Short to medium term

Decline in share prices

and reputational

damage.

Increase investment to comply with

regulation and meet stakeholders’

expectations.

Reputation

Risk Increase climate awareness means people

will want to work in a value driven business.

Likelihood: Medium

Timeframe: Short to medium term

Challenges with talent

retention and attraction.

Continue to transform our business

model and play a key role in the

transition.

Technology

Opportunity Incorporate energy transition into the

business model ensuring we are part of the

solution, offering new tools and technologies

to our customers.

Likelihood: Medium

Timeframe: Medium term

Increase revenue. Continue to grow our ambition and

work to support the transition to

cleaner mobility in the CRT sector is

key to this.

Market

Opportunity The successful electrification of commercial

road transport will in turn lead to more

accessible price of electric commercial

vehicles in the future

Likelihood: Medium

Timeframe: Long term

Increase revenue and

market share for heavy

goods vehicles (“HGV”)

and light vehicles (“LV”).

Continuously review opportunities

to be part of the e-mobility

ecosystem for commercial vehicles.

Monetise early investment in

e-mobility expertise, technology and

acquisitions (“ROI”).

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Responsibility and Sustainability CONTINUED



Category Type Description Impacts Management approach

Physical risks

Acute

Risk Extreme weather events such as sea level

rise, flooding, fires or droughts compromising

the usability of routes, thus leading to

business disruption. For example, the closure

of petrol stations.

Likelihood: Low

Timeframe: Short to medium term

Inability for the Group

to operate during those

events.

Conduct regular reviews of our

business continuity plans to factor

in potential impacts of extreme

weather events.

Chronic

Risk Increased droughts in Southern Europe and

increased flooding events in Northern Europe

leading to shortage of supply and potential

assets becoming inoperable (e.g. dried out

petrol stations).

Likelihood: Low

Timeframe: Medium term

Disruption to operations. Conduct regular assessment of

climate risks associated with our

current physical portfolio and supply

to ensure we monitor the physical

climate-related risks.

Transition risks and opportunities

Policy and

Legal

Market

Risk Eurowag’s current transition plan not at a fast

enough pace to follow the shift in regulation

and policy accelerating the phase out of

fossil fuel in Europe.

Likelihood: High

Timeframe: Short to medium term

Decline in revenue from

fossil fuel.

We continuously monitor the pace of

change and aim to be a key leader

in the transition for the CRT sector

thus ensuring we keep at pace.

Market

Risk Customer viability due to increase price of

fossil fuel.

Likelihood: Medium

Timeframe: Medium to long term

Higher expense and

credit risk.

Provide mobility and payment

solutions and related tools and

advisory services to support

customers in their transition to low

carbon economies.

Policy and

Legal

Reputation

Risk Inability to keep the pace with rapid shift in

regulation and policy requirement, thus not

meeting investors’ expectations

Likelihood: Low

Timeframe: Short to medium term

Decline in share prices

and reputational

damage.

Increase investment to comply with

regulation and meet stakeholders’

expectations.

Policy and

Legal

Risk The establishment of policies is disjointed

with individual countries in Europe taking

different approaches, with new policies

and legislation on GHG emissions, electric

vehicles, pollution, taxes and levies. All of

this leading to a complex and challenging

system of compliance, increasing the

challenges of operating in the region.

Likelihood: High

Timeframe: Medium term

Disruption operations.

Increase in costs for

the Group and its

customers.

Establish ongoing, constructive

engagement and advocacy with

policymakers to promote a unified

and consistent approach to public

policy measures. This includes

active participation within trade

bodies as well as with other like-

minded stakeholders in the CRT

sector.

Market

Opportunity With our commitment to support the CRT’s

sector to low carbon economy, Eurowag has

the opportunity to lead that transition, in turn

increasing our attractiveness compared to

other peers.

Likelihood: Medium

Timeframe: Medium to long term

Reputational gain

and increase in

market share.

Invest in new tools and technologies,

support our consumers and work

in partnership to facilitate that

transition.

STRATEGIC REPORT

Annual Report and Accounts EUROWAG



Category Type Description Impacts Management approach

Physical risks

Acute

Risk Increase in frequency and intensity of

flooding events, higher temperatures, and

other extreme weather events.

Likelihood: High

Timeframe: Short to medium term

Temporary closure and/

or disruption of key

assets.

Disruption of our supply

chain.

Impact on employees’

health and ability to

travel to work.

Damages to

infrastructure.

Periodically review business

continuity plans to ensure risks are

factored into planning in the short

and medium term.

This includes utilisation of climate

tools to assess risk on assets and

supply chain.

Chronic

Risk Extreme weather events and sea level rise

would lead to high investment required to

keep vulnerable assets operational. This can

include wind, flooding, and drought.

Likelihood: Medium

Timeframe: Long term

Higher capital

investment.

Write off of assets.

Disruption to operations.

Better understand the scale of the

impact via regular climate-related

physical risk assessment for both

current and new assets and include

future investment into financial

planning.

This includes utilisation of climate

tools to assess risk on assets and

supply chain.

Chronic

Risk Extreme weather could lead to social unrest

and migration of upwards of million people to

Western and Northern Europe.

Likelihood: High

Timeframe: Long term

Migration of employees.

Challenges with talent

retention and attraction.

Regular review and assessment of

strategic and people agenda.

Transition risks and opportunities

Market

Risk Competitive disadvantage if no ROI in low

carbon solutions due to a slow transition,

with economic growth still powered by

fossil fuels.

Likelihood: Low

Timeframe: Short term

We will see no positive

return from our current

business model

to transition if the

transition has been slow.

Monitor external developments, stay

agile and adapt our business model

if need be.

Policy and

Legal

Risk Social and political shift. Ideological and

political perspectives change. Risk that world

becomes more polarised and irrational policy

decisions are taken.

Likelihood: High

Timeframe: Medium to long term

Disruption to operations. Monitor external developments and

ensure the business is equipped

to meet changing regulatory

requirements.

Technology

Risk Increase criminal activities and cyber-crime

impacting platforms and technology sector.

Likelihood: Medium

Timeframe: Medium to long term

Loss of revenue. Strengthen cyber security in all our

platform and manage the risk.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Responsibility and Sustainability CONTINUED

SUPPORTING THE TRANSITION

TO CLEANER MOBILITY IN

THE CRT SECTOR

In line with our commitment to

facilitate and support the energy

transition in the CRT sector, we are

committed to

• Expand our alternative energy

acceptance points to reach

sufficiently large coverage across

the EU.

• Increase the share of active trucks

using alternative energy and drive

customer adoption of transitional

and cleaner fuels.

• Introduce data insights and

advisory solutions to help our

customers transition to lower

carbon vehicles and fuels, reduce

emissions and improve efficiency.

• Reduce the carbon intensity of the

fuels we sell.

We aim to harness our mobility

and payments platform services to

accelerate the transition to a low

carbon future in the CRT sector. We

continue to expand our alternative

energy and e-mobility offerings, while

also investing in the acceptance

network, our infrastructure and

industry partnerships, to advance

the development of alternative

fuels and electric mobility in the

sector. We were one of the first

businesses in Europe to introduce

payment solutions for AdBlue, the

pollution-reducing additive for diesel

engines, as well as high-grade

biofuels. Our eMobility and Alternative

Fuels Advisory teams guide and

advise customers on adopting clean

fuels and related products.

In early 2021, we acquired a 28%

interest in Last Mile Solutions (“LMS”),

one of Europe’s leading e-mobility

platforms and service providers,

which will contribute to our being

able to enhance convenience for

customers with electric vehicles. Our

eMobility team is working closely

with LMS, Sygic and other Eurowag

teams to improve and expand

provision of e-mobility services

across Europe. Over the coming

year, the combined team will be

launching a comprehensive white-

label public-charging solution for

our partners. In addition, we have

expanded our product portfolio for

OEMs to include EV capability.

Since May 2020, our navigation

division, Sygic, has been offering

EV mode to help customers find

charging points easily, plan their

routes to the closest charging

station and pay for charging directly

within the app. In addition, Sygic is

working with a number of companies

across European markets – such as

Elec2Go, Plugsurfing, Greenway,

eJoin, Polyfazer, Unicorn and

TomTom – to ensure drivers have the

best coverage of the Europe’s EV

charging network. With the EV mode,

drivers also have access to detailed

information about stations, availability

of chargers and notifications of

charging level.

Our eFleet Management offering also

plays an important role in supporting

the low-carbon transport solutions.

Our telematics products can be

adapted for fleet management of EVs.

Using an installed unit EV customers

can subscribe to different packages

to provide insight such as battery

state or range.

eFleet Management users can receive

information on charging costs for all

nearby locations, see EV locations

on a real-time map according to

individual charging preferences, and

manage the performance of their

plug-in hybrid vehicles (“PHEVs”),

including a tool to see whether they

are charged regularly. Fleet managers

and drivers can also monitor and

manage their EV fleets through

a mobile app, a solution we used

successfully in the Czech market and

are preparing for European roll-out.

We focus on integrating data on

charging points and electric vehicles,

to facilitate an e-mobility transition

across Europe. This covers how to

lower charging and range anxiety, and

how enhance the driving experience.

One of our focus points is navigation,

developing new functionality that

will help plan routes automatically

and more effectively. Taking into

account the specifics of model,

range and level of battery charge, it

will automatically offer a route with

optimal charging points. Users will

see the current status of the car

battery on the app screen and get

alerts when the battery is critically

low. In addition, if the recommended

charging point is occupied, it offers

the nearest alternative.

We are investing in pilots to ensure

we are ready for the adoption of

eTrucks.

STRATEGIC REPORT

Annual Report and Accounts EUROWAG

A summary of e-mobility service



• LMS provides access to more than

67,000 connected charging points.

• The Network coverage increased

to more than more than 360,000

charging points (with the following

partners: Plugsurfing, TomTom,

Polyfazer, Unicorn/ChargeUp,

eJoin and GreenWay)

• Charge point coverage with



• Our telematics services are

compatible with 90% of vehicles

on the market, 64 models of BEV

and PHEVs (including 90% of all

LCVs on the market)

For more information on EW’s

approach to e-mobility, please refer

to https://www.eurowag.com/en/

products/automotive-and-emobility.

HELPING DRIVERS IMPROVE

EFFICIENCY, WELLBEING AND

SAFETY

Driver Score and Perfect Drive are

two of our products aimed at reducing

CRT emissions and improving driver

wellbeing and safety, by providing

customers with solutions that measure

various aspects of driving style.

The Driver Score app is a solution

for insurance and road safety. By

combining information from GPS,

accelerometer, pedometer, gyroscope

and an underlying map, fleet managers

can recognise signs of distracted

driving, and measure aspects of

driving style such as acceleration,

speeding, braking, cornering and

pothole detection. It allows them to

create a customisable driver-scoring

system, and to train drivers through

in-app coaching that provides warning

notifications.

Through this combination, fleet

managers can motivate their drivers to

drive more safely, and reduce energy

consumption and insurance claims.

Perfect Drive allows customers to

monitor and evaluate the driving

style of commercial-vehicle drivers.

It monitors parameters such as the

engine and vehicle speed, brake

use, driver foresight, coasting, cruise

control and use of the accelerator.

It evaluates a trucker’s driving style

in a report for fleet managers, as

well as producing fleet reports. Fleet

managers can then address with their

drivers the negative effects of driving

style on fuel consumption, wear and

tear and road safety, and identify the

need for further training.

CASE STUDY

Testing our telematics solution for mixed fleets – including

e-trucks

In 2021, Eurowag and DHL began a pilot to test our telematics

solution in support of DHL’s efforts to establish a low-carbon fleet

and improve the analysis of its mixed fleet, including its

e-trucks. DHL will have access to a wide range of data

points to monitor this, including time to full charge, actual

charge, live range monitoring and the amount of energy

charged during charging sessions. We will provide

training and support for the telematics solution

with an evaluation at the end of the

three-month pilot in 2022.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Responsibility and Sustainability CONTINUED

SOCIAL

PROGRESS AND HIGHLIGHTS

• Selected and communicated

our first Culture Champions for

each value.

• Initiated development of a

Diversity, Equity and Inclusion

Strategy.

• Refreshed and published policies

to support our employees,

including equal opportunities,

anti-bullying and anti-harassment,

health and safety policy, and

grievance policy and severance

principles.

• Approved Modern Slavery and

Anti-Trafficking policy.

• Launched a new virtual learning

and development programme for

employees.

• Continued to provide health

and wellbeing programmes

for employees, including

psychological support through

available therapists sessions.

OUR CULTURE AND VALUES

Our culture and values are the guiding

principles for everything we do, from

bringing in a new team member

to making commercial and people

decisions.

In 2020, we launched a new culture

manifesto, defining our culture. Our

employees can use it to guide their

decisions, and to align with all across

the organisation as we grow.

We are establishing our culture

within the organisation in a number

of ways. In 2021, we launched a new

leadership development programme

as well as talks that explain our values

and values-based behaviour. We

also launched our Culture Champion

awards to recognise those in our

workforce who exhibit the best of our

values.

At Eurowag, our success is based on

the success of our people and their

teamwork. We nurture a culture that

values feedback, embraces flexible

ways of working – including remote

work and job sharing – and aims to

create a respectful and inclusive

workplace where positive teamwork

is key. It is important our employees

feel fulfilled, satisfied with their work

environment, and proud to work for

Eurowag. We also aim to increase

diversity in the workplace through

our hiring and promotion practices.

We are also creating a learning

environment, where employees

have access to a wide range of

opportunities to develop personal and

professional skills.

CASE STUDY

Supporting the financial wellbeing of customers

and their employees

In the Czech Republic, over 700,000 people are affected by indebtedness and

financial distress, including businesses and employees in the trucking sector

(https://www.institut-predluzeni.cz/mapy-a-statistiky/exekuce/) -



Chamber of the Czech Republic (central record of indebtness).

Recognising this challenge, the Tax Refund business is working with

the Institute of Prevention and Treatment of Over Indebtedness to

raise awareness with our business customers and promote

financial wellbeing services for their employees. The Institute’s

services available include professional legal support, advice

on debt relief, and financial education. In 2021, we

contacted over 6,000 customers and now work with a

small, but growing, number of them to support their

employees. We launched a special site on our

customer portal where customers can find

further information. We are working with the

Institute to explore the potential for

expanding this programme outside the

Czech Republic.

STRATEGIC REPORT

Annual Report and Accounts EUROWAG

HUMAN CAPITAL DEVELOPMENT

Supporting the development and

growth of our people

An important part of our culture and

commitment to our people is providing

leadership and growth opportunities.

The pandemic prompted us to move

quickly from providing induction and

development programmes in person,

to running a virtual programme we call

Journey2GROW. This features four

pillars and is available to all employees.

We launched the Leadership pillar

in 2021 for our leaders of people,

with the aim of imparting the most

relevant leadership fundamentals. It

started at a particularly critical time

given the impacts of the pandemic,

as it is designed to help leaders thrive

in today’s uncertain and dynamic

environment. The workshops and

coaching sessions include our values,

leadership principles and strategic

ways of working.

During the year, we also launched

inspiring talks called Journey Ahead,

to support personal growth, better

work-life balance and improved

capabilities. We also offer employees

eLearning and online language

tutoring through easily accessible

learning platforms, as well as

self-study opportunities on Coursea

– a self-study module platform.

When people join, we provide

extensive induction training called



we bring newcomers on board

smoothly, with sessions hosted

by business leaders on people,

functions, processes and the EW

story. In a unique element of the

programme, Eurowag founder and

CEO, Martin Vohánka, hosts sessions

introducing the EW history and

vision. Our compliance training, also

deployed through eLearning, covers

GDPR, safety and fire protection,

road safety and self-study on our

policies. The Sales team has also

rolled out an extensive learning

programme to equip sales teams

with knowledge and skills related to

product and sales. This programme is

provided on the intranet site, Newton,

supplemented with webinars and

other forums.

JOURNEY TO GROW

EW CULTURE CHAMPION AWARDS

EXCELLENCE

CHAMPION

LEADER OF

THE YEAR

TEAMWORK

CHAMPION

FOUNDER’S

AWARD

DELIVER YOUR BEST

LEADERSHIP PRINCIPLES

BE A TRUE COLLEAGUE

GROWTH

CHAMPION

COMMUNITY

CHAMPION

EMBRACE CHANGE BE A GOOD PERSON

Supporting workplace wellbeing

Running wellbeing programmes to support employees has been a priority

throughout the pandemic. Our wellbeing programme has two main

components: educational broadcasts and psychological consultancy. It runs on

a platform called Mojra. This platform offers all employees the opportunity to

book personal online sessions with a psychologist, available in seven different

languages. Employees can choose a range of sessions online. It also offers

a series of educational sessions, where guest speakers from the Board and

senior management provide tips and advice on topics such as mindfulness,

resilience, and stress management.

LEADERSHIP WELLBEING

PROFESSIONAL



EW INTERNAL

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Responsibility and Sustainability CONTINUED

Engaging our workforce

We make listening to, and engaging

with, our employees a key priority. We

want to be an employer of choice in

the markets where we operate, where

we have set a specific goal to create

high-quality local jobs. We want to be

in the top 25% in EU Tech companies

for employee engagement by 2025.

Throughout the year, we measure

the level of employee engagement

through an annual survey as well

as pulse surveys. These formal

survey tools help us understand the

concerns and issues that are top of

employees’ minds and enable us to

quickly respond as part of enhancing

the employee experience - including

through internal communication,

professional and leadership

development and employee benefits.

We engage with our colleagues

through a number of channels

covering a wide range of topics. In

2021, we launched a newsletter called

‘Are we There Yet’ , which is a weekly

newsletter to keep our colleagues

updated important corporate main

source of the important information

and updates for all employees. In

addition, our intranet contains all

the necessary information employee

might need. These channels are

used to keep employees up to date

on the company’s performance,

annual performance and evaluation

process, remuneration policy as

well as bonus schemes for the

year. Colleagues are encouraged

to contact the Chief People Officer

and/or a designated HR colleague in

order to ask questions and/or provide

feedback on these topics.

We have digitised employee

processes to improve the employee

experience, through a new system

called Bob, which serves as the

central self-service information

system. A unique element of the

system is that it offers employees

the ability to recognise good work

from colleagues, through Kudos. We

have also introduced an application

called Culture AMP, which serves

as a performance and development

management system that also

enables 360 degree feedback

processes.

We aim to build a collaborative

environment where employees can

thrive. We utilise a number of formal

survey tools to better understand

how we can continuously improve the

employee experience and address

issues of concern to our workforce.

As with previous years, we have

used an employee engagement

survey reflected in an employee Net

Promoter score (“eNPS”). eNPS is

designed to help employers measure

employee satisfaction based on how

likely they are to recommend their

employer as a place of work. In 2020,

Eurowag had an eNPS score of 16.1

and will conduct the next annual

survey in 2022. We also conduct

pulse surveys twice a year to assess

top of mind concerns and issues to

our employees during the year. In

2021, we piloted a new methodology

and tool for this purpose. The

outcome of this pulse survey was

a 75% engagement score. Going

forward, we will use the 2021 pulse

survey data as a baseline to monitor

and improve our performance with

the goal of being in the top 25%

amongst EU Technology companies

for employee engagement by 2025

https://www.cultureamp.com/science/

insights/new-tech. As a result of the

2020 survey, we’ve been focusing on

improvements related to recognition

of employees, improving information

sharing and change communications,

supporting delegation skills

and strengthening post merger

integration processes and related

communications.

Another data point that we assess

is turnover and retention. During

the year, total turnover increased

by 2 percentage points in the year

ended 31 December 2021 compared

to the previous year (from 17.7% in



turnover was 15.3% by the end of

2021. Our retention rate was 80.3%

as of 31 December 2021.

DIVERSITY, EQUITY



As we develop our culture, we’re

keen to ensure we access a broader

and more diverse pool of talent. We

employ people from more than 30

different nationalities, aged from

20 to 70, and have flexible working

options to enhance employees’ work-

life balance. Most of our employees

fall between the ages of 20 and 50.

We have also focused on building

a diverse leadership team to help

bring together this broader range of

experience and thinking in business,

and have formalised our target to

increase female representation at

leadership levels.

To strengthen and enhance our

approach to DEI, we began to develop

a new strategy that we will evolve

further in 2022. As part of this, we

will focus on promoting gender

diversity among our leadership teams,

support more female representation

in technology generally, promote

cultural diversity and equip our

leaders with the support to be equity

and inclusion role models in the

workplace, and tackle unconscious

bias. In 2021, we introduced a new

Equal Opportunities, Anti-Bullying

and Anti-Harassment policy, which

further codifies our commitments

to DEI and sets out an employee’s

right to be treated with equality,

dignity and respect, and our duty to

promote a positive and harmonious

working environment. During the year,

the Executive Committee received

an introduction to the strategy,

which the HR function has overall

responsibility for.

We also piloted unconscious bias

training for the talent acquisition team,

and will expand training in 2022.



New



Academy

Professional

Psychology



Professional

Self Study –

Coursera

Professional

Self Study –

Preply

Professional

Self Study –

EW new hires

orienteering

program

Employees who

completed training     

STRATEGIC REPORT

Annual Report and Accounts EUROWAG

As part of our Group Equal

Opportunities, Anti-Bullying and

Anti-Harassment Policy, we explicitly

prohibit discrimination of people

with disabilities and outline guidance

for managers as well as colleagues

who may have a disability. Our

policy covers direct and indirect

discrimination, unjustified, less

favourable treatment because of

the effects of a disability, and failure

to make reasonable adjustments to

alleviate disadvantages caused by

a disability. In addition, in the Czech

Republic and Slovakia, we are proudly

partnering with suppliers who employ

more that 50% of their workforce with

people who have disabilities.

DEI Performance Data

At year end 2021, the Group’s

gender breakdown was 59% male

and 41% female, with 86% of the

senior managers identifying as male

and 14% female. As of the date of

this document, 67% of the Group’s

Board members identified as female.

The definition of senior manager

population is Executive Committee

and Vice Presidents (excluding



As part of the ESG strategy, we have

set out a target to increase female

representation to 40% by 2025 on

a 2021 baseline amongst a wider

group of leaders defined as all people

leaders. This population includes the

senior leadership team including the

CEO and CFO as well as all people

leaders with at least one direct report.

The following numbers provide an

overview of the baseline numbers

for the purpose of this target. In

2021, the total of the population in

scope was a total 208 people. Of this

population, 59 identified as female



As we further develop our DEI

strategy, we will explore additional

metrics to understand, evaluate and

drive our performance.

The following provides an overview

of additional 2021 data points.



Number of employees 

% male

 

% female employee

 41%

Number of senior managers 21

% male

 

% female

 14%

Number of directors 

 

 



Leadership Team (“SLT”) except CFO and CEO.

Workforce relations

We respect the right of our people to

participate in collective bargaining

agreements, and support their

fundamental right to organise.

Currently, with the exception of

certain employees in Italy and Spain,

who are part of standard industry

arrangements, none of our employees

are subject to collective bargaining

agreements.

RESPECTING HUMAN RIGHTS AND

COMBATTING MODERN SLAVERY

We respect human rights in our

operations and create a work

environment where we treat everyone

with dignity and respect, and ensure

they are free from harassment,

bullying and discriminatory or

intimidating behaviour of any kind.

Our policy aligns to the UN Guiding

Principles on Business and Human

Rights, and the International Bill of

Human Rights, which consists of

the Universal Declaration of Human

Rights, the International Covenant

on Civil and Political Rights and the

International Covenant on Economic,

Social and Cultural Rights.

We state this commitment in our

code of conduct, Group modern

slavery and human trafficking policy

as well as our equal opportunities,

anti-bullying and anti-harassment

policies. Our modern slavery and

anti-trafficking Policy , approved in

2021, explicitly states how we uphold

human rights and tackle modern

slavery throughout our supply chains.

Our contracting processes with third

parites includes specific prohibitions

of the use of forced, compulsory or

trafficked labour, or of anyone held in

slavery or servitude, whether adults

or children. We expect our suppliers

to hold their suppliers to the same

high standards.

The Board is accountable for ensuring

the policy complies with our legal and

ethical obligations, and that those

under our control comply with it. The

Compliance department implements

the policy, monitors its use and

effectiveness, and deals with any

queries about it, including auditing

relevant internal control systems

and procedures to ensure they are

effective. Management is responsible

for ensuring everyone understands and

complies with this policy, and is given

adequate and regular training on it.

We maintain an employee grievance

policy and whistleblowing policy, and

a related speak-up channel, which

enables anyone to raise concerns

about human and labour rights.

In 2022, we will review our human-

rights and modern-slavery risks, as

well as publish an updated annual

report statement on modern slavery.

PROMOTING HEALTH,

SAFETY AND WELLBEING

We take the health and wellbeing

of our employees seriously, and

monitor and respond to the ongoing

developments of the pandemic

related to our operations. We have

moved to a hybrid-working model

and published a policy to outline our

approach. We also continue to run a

series of initiatives such as remote-

working webinars, to help employees

adjust to working from home in line

with government restrictions. We

maintain strict procedures to provide

a safe working environment, as

well as monitor developments and

rules from governments, ensuring

compliance across our offices.

In 2021, the Group approved a Group

Health and Safety policy that outlines

our approach to safeguarding our

people and promoting a healthy

workplace. The HR function, country

managers and truck park managers

are responsible for implementing the

policy, and ensuring compliance with

the relevant statutory frameworks.

There is an additional health and

safety policy for the retail network.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Responsibility and Sustainability CONTINUED

In 2021, we delivered a range of health and safety training modules for our employees, alongside a range of wellbeing

programmes, including workshops and access to mental-health support. We have reported no work-related incidence in

2021 and 2020. The following provides an overview of the modules and attendee numbers for the training sessions.

Employees who

completed training

Health and safety training  

Driving in the Czech Republic 132 

Fire Protection for Managers 13 23

Fire Protection 256 

Occupational Safety for Managers 16 

Occupational Safety 259 

Fire protection, Health and Safety and Driving 676 

You can find more information on our wellbeing programmes on page 84.

MAKING A POSITIVE

SOCIAL IMPACT

We aim to make a positive social

impact in the communities where we

operate. Our charitable giving and

volunteering programme has three

elements:

• 

charitable giving programme.

Every year, employees receive an

equal amount of money to donate

to a charity of their choice.

• 

volunteering programme. Each

year, we offer Czech-based

employees the opportunity to

volunteer their working time and

skills for a non-profit organisation.

This is a well-established

programme in the Czech Republic

and we are exploring expansion in

other markets starting in 2022.

• Support for Truck HELP



payments and mobility platform

Company, we recognise the

importance of road safety.

Through the Truck HELP

Foundation we support families

who have lost loved ones during

their work as professional drivers.

Each year, we donate 1% of annual

EBIT to charitable causes around in

Europe through these programmes,

as well as encourage our employees

to give their time, skills and financial

support to charitable organisations

and causes. We maintain a policy and

guidelines governing the process for

donations and volunteering.

Philanthropy and You

We run this through a partnership

with Foundation Via. The Foundation

has an online giving platform that

enables employees to choose and

request donations to charitable

causes important to them. In 2021,

we expanded our programme to our

Arrai, Trofa and Salamanca offices.

Much of this year’s employee support

was for children and families affected

by illness. All in all, the programme

involved:

• 663 employees

• 246 projects

• 238,680 euros

donated

• 215 organisations

• 14 countries.

BeBetter Days

In 2021, we sponsored nine BeBetter

days with 74 employees giving over

450 hours of their time to support

eight non-profit organisations.

Employees joined forces to support

organisations working in the social

services, the Jewish community in

Prague, environmental organisations,

national parks and other important

cultural organisations.

 

Philanthropy and You

 76.4% 

Philanthropy and You

 190 

Philanthropy and You

 93.6 

Philanthropy and You

 13 14

STRATEGIC REPORT

Annual Report and Accounts EUROWAG

Truck HELP Foundation

We continued to support Truck

HELP Foundation in their mission to

help children who have lost a family

member – a truck or bus driver

who died in a work accident. The

Foundation offers financial support,

motivational support to help children

to study, psychological support,

as well as conducting road safety

programmes. In 2021, we donated



the Foundation’s programmes, which

included a summer camp. In 2021, the

Foundation supported 41 children.

GOVERNANCE



• Established ESG governance

structure.

• Published new and refreshed

corporate compliance policies.

• Deployed refreshed compliance

training.

In 2021, we formalised our ESG

governance structure and function,

which supplements the existing legal,

compliance and assurance governing

customer privacy and data security,

anti-corruption and anti-bribery,

ethical business conduct,

transparency and financial regulatory

compliance and selling practises.

We maintain a comprehensive

compliance framework aligned

with globally recognised standards

and consistent with international

sanctions regimes. We have adopted

a number of key policies, including

a code of conduct, anti-money

laundering and countering the

financing of terrorism, anti-bribery

and anti-corruption, conflicts of

interests, whistleblowing and

discrimination and harassment.

In 2021, we issued new and updated

corporate policies including:

• Anti-harassment, Anti-Bullying

• Modern Slavery and Anti-

Trafficking policy

• Personal data Protection policy

• Gifts and Anti-bribery policy

• Anti-money laundering policy

• Conflicts of interest policy

Our code of ethics outlines our

standards, and guides the way we do

business across our operations.

CASE STUDY

Supporting the next generation of female tech talent in Slovakia

Since 2020, Sygic has partnered with You in IT, a nonprofit

organisation dedicated to increase the number of females in the

technology sector and expand accessibility for female talent to

enter into the sector in Slovakia. Through their community and

practical workshops, the organisation is delivering a wide

range of programming to support women in technology

in Slovakia – from programming to mentoring. Sygic

is collaborating with You in IT to deliver workshops

aimed at helping young women prepare for a

career in IT. The workshops are designed to

help with interview preparations as well

as the development and refinement

of CVs. The Company’s support will

continue into 2022 with the aim of

supporting the next generation

of young women to secure

professional opportunities in

the technology sector.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Responsibility and Sustainability CONTINUED

STRATEGIC REPORT

Annual Report and Accounts EUROWAG

COMPLIANCE TRAINING

Each year, the Compliance function runs mandatory training for employees

across Europe. In 2022, Eurowag will continue to strengthen its training

programme by expanding the scope and quality as well as uptake and

completion rates for the training courses. To achieve this, the courses will

be translated into five languages including Czech, Polish, Romanian, Spanish

and Hungarian. In addition, the training programme will include additional

reminders and an escalation process for those who have been assigned, but

have not completed their training within the time frame allocated. In 2022, the

Group plans to deploy a suite of new compliance training modules, covering

the following topics: enhanced AML training, business ethics, anti-harassment,

whistleblowing as well as human rights and modern slavery.

The following table provides an overview of the number of employees

completing mandatory compliance training modules in 2021

STAKEHOLDER AND

POLICY ENGAGEMENT

We work with a wide range of external

stakeholders at EU level, as well as in

the countries where we operate. We

believe constructive collaboration is

key to helping us learn and innovate.

Both before and since our listing

on the London Stock Exchange in

October 2021, the investor relations

team, CFO and CEO have led our

engagement with prospective and

current investors.

Our Sales and Marketing teams lead

our engagement with customers.

To better understand and respond

to their needs, the marketing and

customer teams engage with

customers through surveys that

provide formal, quantitative insight

into customer needs and interests.

The teams also secure unique insight

into the needs of truckers through the

Road Lords app, a truck navigation

GPS app for Android users. In addition

to providing specialised routes for

trucks and other large vehicles,

it serves as a social platform,

linking drivers to other drivers. We

also monitor the level and type of

customer complaints so we can

address customer concerns.

We also engage peers in related and

influential industries, such as OEMs

through our Automotive division.

We work both with industry peers

and policymakers through our

membership and participation in a

number of trade bodies. This helps

us understand and monitor regulatory

developments as well as the impact

of current and future policy and

regulations at EU and member-state

level.

We engage extensively with our

workforce through a range of formal

and informal channels, such as our

intranet site, our Leaders Talks (short

video presentations from our leaders),

and virtual “town hall” meetings

with our executive management.

In addition, we organise an annual

roadshow to engage with employees

on the summary of the year. The

Executive Committee visits the local

offices to engage with employees

as part of the roadshow. We ask our

workforce about the issues most

important to them through a range of

surveys, and we host an idea board,

for colleagues’ suggestions. For more

information on how we are engaging

and supporting our workforce, please

see page 84.

For more information about how our

Board and executive management

take into account stakeholder

concerns, please see page 59 for

our section 172 statement.

QUALITY ASSURANCE

We have a well-established quality

assurance function, led by the Chief

of Staff, which is responsible for our

quality processes covering product,

services and processes. The function

oversees the quality management

system (“QMS”). The Company is



defines the minimum operating

standards for our Czech fuel stations

and car washes. We are in the

process of securing certification in

other countries, including Poland.

SUSTAINABLE SUPPLY CHAIN

AND RESPONSIBLE PROCUREMENT

As mentioned in the human rights

section, we engage with our supply

chain to promote sustainable and

responsible business practices.

When onboarding suppliers, the

procurement teams conduct due

diligence, checks and can escalate

cases to Compliance, if necessary.

In addition, the Group has begun to

engage with suppliers on climate,

compliance and human rights, to

better understand and mitigate risks

in the procurement process.

In addition, the Group is exploring

opportunities to work with suppliers,

particularly fuel suppliers, to meet

our carbon reduction goals. In 2021,

we began to procure green energy

for our operations, and included

environmental criteria into our tender

process for logistics services for

offices and telematics in the Czech

republic. In 2021, we measured our

Scope 3 emissions for 2019 in order

to understand the source of our

supply chain emissions, develop an

action plan to reduce emissions in

the supply chain as well as conduct

the analysis to develop a Scope 3

emissions reduction target.



Anti-Bribery

& Corruption

and conflict

of interest

Insider

trading

Anti money

laundering

GDPR



data

protection

Information

and Cyber

Security

Employees who

completed training   33  

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Responsibility and Sustainability CONTINUED

CASE STUDY

Ewerest: Sustainable supply chain in action

In 2021, our HQ restaurant, Ewerest, agreed to sustainable

and local sourcing, as well as sustainable practises. It

selected a portfolio of local suppliers and is working with

eight local farmers for supplies, as well as offering

employees a range of local options for trout, turkey,

eggs and rabbit. Employees can also order farm

delicacies and other quality food for delivery to

the restaurant. It also offers reusable take-

out boxes for soup and main meals and no

longer uses disposable plastic. During

the year, the restaurant also upgraded

its vegetarian menu.

DATA PROTECTION

AND INFORMATION SECURITY

Safeguarding data and privacy is

important for building and maintaining

trust with our employees, customers,

regulators and business partners.

Our Compliance team oversees

our data protection programme,

reporting to the Audit and Risk

Committee on the Board level and

Business Assurance Committee on

the executive/operating level. In 2021,

we approved a new data protection

policy that outlines our processes

for complying with GDPR. In 2022,

the team will continue to implement

training, refresh risk assessments and

ensure GDPR and privacy-by-design

principles are part of both legacy and

new systems.

For more information on data

protection, please refer to

page 20.



We ensure current and former

employees, as well as third parties,

have a confidential and easily

accessible mechanism for raising

concerns about unlawful or unethical

conduct, and ensure we can

identify and tackle any problems

quickly. We have set up a channel

for stakeholders to raise concerns

confidentially to the compliance

department through various routes

such as e-mail, phone lines, physical

mailbox, etc. We also established an

alternative route directly to the Chair

of the Audit and Risk Committee.

The Audit Committee Chair acts as

an external escalation point for any

items, which employees may not

feel comfortable raising directly with

management. No items had been

notified to the Committee Chair prior

to this report.

During 2021, we had 18 issues raised

through this channel, compared

to 14 issues raised in the previous

year. The compliance and legal team

investigated the cases with 10 of the

18 issues further investigated and

addressed.

For more information on

Corporate Governance, please

refer to page 156.

STRATEGIC REPORT

Annual Report and Accounts EUROWAG

The table below constitutes the Eurowag Non-Financial Reporting Statement, produced in compliance with the non-

financial reporting requirements set out in Sections 414CA and 414CB of the Companies Act 2006. Information relating

to each section of the non-financial reporting requirements have been incorporated via cross reference.

Reporting Requirement Policies and Standards

Additional information related

to our policies and standards

(a) ESG governance

ESG policy

Responsibility and Sustainability

– pages

64 to 88

(b) Environmental Matters

Environmental policy

ESG strategy

ESG policy

Environment

– page

Responsibility and Sustainability

– pages

64 to 88

ESG Governance and Accountability in EW

– page

TCFD Statement

– pages

 to 

Main activities undertaken during the

financial year – page

103

Eurowag values

Code of conduct

Whistleblowing policy

Health and safety policy

Grievance policy

Anti-harassment and anti-bullying policy



– pages

59 to 63

Main activities undertaken during the

financial year – page

103

Engagement with the workforce

– page

Developing our culture

– page

104

Diversity, Equity and Inclusion

– page

(d) Social Matters

Modern slavery and human

trafficking policy

Responsibility and Sustainability

– pages

64 to 66

Diversity, Equity and Inclusion

– page

(e) Human Rights

Modern slavery and human

trafficking policy

Anti-bullying and anti-harassment policy

Personal data protection policy

Personal data directive

Respecting human rights and

combatting modern slavery

– page

(f) Anti-Corruption

and Anti-Bribery Matters

Anti-bribery and corruption policy

Anti-money laundering policy



Partner screening directive

Conflicts of interest policy

Market Abuse Regulation

procedures manual

Related Parties Transactions policy

Significant Transactions policy

ESG Governance and Accountability in EW

– page

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

STRATEGIC REPORT

Non-Financial Reporting Statement

Reporting Requirement Policies and Standards

Additional information related

to our policies and standards

Principal risks relating to

requirements (a)–(e)

N/A

Risk Management

– pages

48 to 54

Business Model

N/A

Business model

– pages

16 to 23

Non-Financial KPI’s

N/A

Key Performance Indicators

– pages

34 to 35

This Strategic report was approved by and signed on its behalf by:

David Orr

on behalf of Computershare Company Secretarial Services Limited.

Company Secretary

24 March 2022

STRATEGIC REPORT

Annual Report and Accounts EUROWAG

Governance

Report

Board of Directors 96

Corporate governance report 100

Nomination Committee report 109

Audit Committee report 112

Remuneration report 120

Directors’ report 142

CONTENTS

Governance

Report

APPOINTED

7 September 2021

NATIONALITY

British/Maltese

OTHER COMMITMENTS

Paul is the Chair of St James’s Place plc and Templeton

Emerging Markets Investment Trust plc.

SKILLS AND EXPERIENCE

Paul has over 40 years’ experience in executive and non-

executive roles in the financial and business services

sectors, including serving as Chairman of a number of

FTSE 100 companies.

From 2012 to 2020, Paul was Chairman of Prudential

plc, having previously been appointed to the board as

Senior Independent Director in 2010. Other prominent

positions include roles as Non-Executive Director of

WM Morrison Supermarkets plc from 2005 until 2011,

during which he served as chair of the Audit Committee

and the Remuneration Committee. Prior to this, he was

appointed global Chief Executive Officer of Rothschild

Asset Management in 1999 and European Chief Executive

Officer of Deutsche Asset Management from 2002 to

2005. Earlier in his career, Paul served as Chair of the

Association of Investment Companies, as Chair of The

City UK’s Leadership Council and as founding CEO of

Threadneedle Asset Management Limited.

Other previous appointments include, Chairman of Aon

UK Limited from 2008 to 2012, having served as a Non-

Executive Director since 2006, JPM European Smaller

Companies Investment Trust plc and Bridgewell Group

plc and as a Director of Henderson Smaller Companies

Investment Trust plc, Eagle Star Insurance Company and

Allied Dunbar.

Paul holds an MA in Modern Languages from the

University of Oxford, where he is also an Honorary Fellow

of Hertford College. In 2018, Paul was awarded a Maltese

Order of Merit.

APPOINTED

3 August 2021

NATIONALITY

Czech

OTHER COMMITMENTS

In his personal life, Martin is a devoted philanthropist,

passionate about the development of civil society. In 2016,







organisation that aims to support people in need.

Martin is a Director of Couverina Business s.r.o.

SKILLS AND EXPERIENCE



after graduating from high school. Over the years, Martin

has successfully developed and scaled the business

from an energy payments solution to an integrated

payments and mobility platform for the commercial



payments, on-board telematics, route optimisation and

much more.

Martin is devoted to providing every CRT company

with the benefits of digitalisation at scale. He has

grown up with these businesses, spending time in their

vehicles and with the families that own and operate

them, to understand what they need in order to improve

efficiencies. His vision is to build a seamless integrated

digital ecosystem to revolutionise what is known as

the middle mile, to benefit customers, partners and the

environment.

Martin holds an MBA from the University of Pittsburgh and

also lectures at the University of Economics, Prague.

Martin Vohánka

Chief Executive Officer

Paul Manduca

Independent Non-Executive

Director and Chairman

The directors of the company who were in office during the year and up to the date of signing the financial statements were:

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

GOVERNANCE

Board of Directors

APPOINTED

3 August 2021

NATIONALITY

Polish

OTHER COMMITMENTS

N/A

SKILLS AND EXPERIENCE

Magdalena has a proven record as a successful

CFO, responsible for strategic growth and financial

performance, and with vast experience in M&A.

Before joining Eurowag in September 2019, Magdalena led

finance functions at renowned businesses in the energy,

fuels, and manufacturing industries, including as CFO and



Financial Affairs at PGE Group SA, Chief Financial Officer

and Finance Director at Zelmer SA, and Finance Director

of NIKE Poland.

Magdalena holds a postgraduate degree in Business



Warsaw, and a master’s degree in Management, Capital

Investments and Corporate Financial Strategies from the



APPOINTED

7 September 2021

NATIONALITY

Swiss

OTHER COMMITMENTS

Mirjana is a member of the Board and the Audit Committee

of Orell Füssli Ltd, EWE Ltd, and Eniso Partners Ltd, Chief

Financial Officer of Synhelion Ltd, Vice-Chair of the Board

and Chair of the Audit Committee at IWB Industrielle Werke

Basel Ltd, and Secretary of the Board of Qnective Ltd.

SKILLS AND EXPERIENCE

Mirjana has more than 20 years’ experience in the areas

of corporate finance, structuring of companies and

management of complex corporate transactions. She was

appointed to the Eurowag supervisory board in December

2020 to provide vision and expertise to guide Eurowag

on its mission to become the leading on-road mobility

platform.

Mirjana held the role of Chief Financial Officer at Qnective

Ltd until 2018 and, earlier in her career, was Chief

Executive and Financial Officer of Edisun Power Europe

Ltd, Chief Financial Officer of MediService Ltd and Chief

Financial Officer for Novartis Oncology Switzerland.

Mirjana holds an undergraduate degree from the

University of Applied Sciences Zurich and an MBA from

the University of St Gallen.

A R N

Mirjana Blume

Senior Independent

Non-Executive Director



Chief Financial Officer

KEY

Chair

Audit & Risk Committee

Remuneration Committee

Nomination Committee

Annual Report and Accounts EUROWAG

GOVERNANCE

APPOINTED

7 September 2021

NATIONALITY

British

OTHER COMMITMENTS

Sharon is currently Chair of the Board of AIM-listed

Restore plc. Sharon is an independent technology

consultant and Chair of both DriveWorks Ltd, an

independent design automation company, and

Foundation SP Ltd.

SKILLS AND EXPERIENCE

Sharon has had a successful career in technology, media

and digital companies, and has extensive corporate

governance experience.

Sharon is a former Non-Executive Director of Ted

Baker plc and served as acting Chair from December

2019 until July 2020. She has previously held roles as

Marketing Director and main Board Director of the BBC,

and spent 16 years at Microsoft, where she was a Board

Director of Microsoft UK and Regional General Manager

of MSN International. Until March 2022, Sharon was

Non-Executive Director of Hyve Group plc and Non-

executive Chair at Unique X Ltd.

Sharon holds a graduate Diploma in Marketing from

the Chartered Institute of Marketing, is a Fellow of the

Chartered Institute of Marketing, as well as a Member of

Women in Advertising and Communications Leadership.

APPOINTED

7 September 2021

NATIONALITY

British/Irish

OTHER COMMITMENTS

Caroline is a Non-Executive Director of London-listed

IP Group plc, where she Chairs the Audit and Risk

Committee, Georgia Capital plc and Luceco plc. She is

also a Non-Executive Director of NYSE-listed Rockley

Photonics Holdings Limited and is an external member of

the global Partnership Council of Clifford Chance.

SKILLS AND EXPERIENCE

Caroline has extensive executive and non-executive

experience across the technology, financial services and

industrials sectors. She has over 20 years’ experience

sitting on the boards of listed companies, and has chaired

audit committees of listed companies for the past 18 years.

Her early career was spent in corporate finance with



Caroline holds a first-class degree and PhD in Natural

Sciences from the University of Cambridge, an MBA and

MA from the City Business School, University of London.

She is a Fellow of the Chartered Institute of Management

Accountants and qualified as a Chartered Financial

Analyst and a Chartered Director.

Caroline Brown

Independent

Non-Executive Director

Sharon Baylay-Bell

Independent

Non-Executive Director

R N

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

GOVERNANCE

Board of Directors CONTINUED

APPOINTED

7 September 2021

NATIONALITY

British

OTHER COMMITMENTS

Susan is a Non-Executive Director of Moonpig Group plc

and was appointed Chair of the Remuneration Committee,

ESG lead, and designated representative for workforce

engagement. Susan is also a Non-Executive at Uber UK,

The Rank Group plc, where she is Chair of the ESG and

Safer Gambling Committee, and Affinity Water Limited

where she is also Chair of the Remuneration Committee.

Susan was appointed Chair of the Board of Tangle Teezer

Limited in January 2022. She is a founding Director of

ChapterZero.org.uk, an organisation dedicated to helping

board directors and chairs get knowledge and insight on

climate change for use in board discussions.

SKILLS AND EXPERIENCE

Susan has extensive experience within a broad range of

large consumer-facing businesses, both in executive and

non-executive roles.

Until June 2020, Susan was a Non-Executive Director

of Wizz Air plc, and, until March 2020, she was a

Non-Executive Director for the Department for Exiting

the European Union. She further held senior roles at

Royal Caribbean International, Avis Europe, PepsiCo

International, McKinsey & Co, and Saatchi & Saatchi.

Susan holds bachelor’s and master’s degrees in

International Politics and Economics from the Johns

Hopkins University and the Johns Hopkins University’s



APPOINTED

7 September 2021

NATIONALITY

American

OTHER COMMITMENTS

Morgan is Managing Director at TA Associates and

co-head of its European Technology Group. Morgan

currently sits on the following boards as a representative

of TA Associates: The Access Group, Adcubum, Auction

Technology Group, Flashtalking, ITRS, Netrisk Group,

Sovos, thinkproject and Unit4.

SKILLS AND EXPERIENCE

Morgan has over 16 years of private-equity experience

and has led investments in software, financial technology,

online and e-commerce, and semiconductor companies.

He is deeply involved in creating both organic growth and

complementary acquisitions for all his portfolio companies.

Prior to joining TA Associates in 2002, Morgan worked for

Morgan Stanley and Raymond James.

Morgan holds an MBA from the Stanford Graduate School

of Business and a bachelor’s degree in Economics from

Yale University.

Joseph Morgan Seigler

Non-Executive Director

Susan Hooper

Independent

Non-Executive Director

A R N

KEY

Chair

Audit & Risk Committee

Remuneration Committee

Nomination Committee

Annual Report and Accounts EUROWAG

GOVERNANCE

The Board has sought to

establish a strong corporate

governance framework, with

the alignment of purpose,

strategy and culture

at the forefront of our

considerations.”

Eurowag’s admission to the London

Stock Exchange is a significant

milestone, in what I am certain is

going to be a long and successful

future as we meet our commitments

to Shareholders and the wider

stakeholder groups.

The Board is committed to the highest

levels of corporate governance.

In the short time between listing

and the Group’s first financial year

end as a publicly traded company,

the Board has sought to establish

a strong corporate governance

framework, with the alignment of

purpose, strategy and culture at

the forefront of our considerations.

Given the limited time frame, we

prioritised certain aspects of the UK

Corporate Governance Code (the



can find more details of the Group’s

compliance with the Code on a

comply or explain basis on page 102.

Looking forward to the Group’s

first full year as a listed company

in 2022, the Board is committed to

further integrating the principles and

provisions of the Code and guiding

management through the cultural

transition from being a private

company.

BOARD DYNAMICS

I have been very pleased to be joined

on the Board by a group of Directors

that bring a wealth of experience

and diverse perspectives on matters

facing the Company.

We were fortunate that Mirjana

Blume and Morgan Seigler agreed

to serve as Non-Executive Directors

of the listed Company, having

previously served on the W.A.G.

payment solutions, a.s. Supervisory

Board. Their collective knowledge

and familiarity with the Company, its

people and the industry is an asset to

fellow Board members and provides

historical context to key decisions.

My fellow Committee Chairs, Sharon

Baylay-Bell and Caroline Brown

lead by example in ensuring that

the appropriate Remuneration

and Audit and Risk structures are

enshrined within the business, and

guide management through the

transition into a standard of corporate

governance required of a listed

company.

Finally, Susan Hooper has been

appointed as the ESG Board

Representative, a role that includes

being the designated workforce

Paul Manduca

Chairman

It has been a privilege to

lead the Eurowag Board

through the Company’s

Initial Public Offering

and I am pleased

to present the first

Corporate Governance

Report for the Group.

INTRODUCTION

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

100

GOVERNANCE

Corporate Governance Report

representative, as outlined by

Provision 5 of the Code. Susan sits on

the Company’s ESG Committee and

will provide regular updates to the

Board on ESG matters.

The Board and the wider business

place emphasis on diversity and

inclusivity at all levels. I am very

pleased that the Board has exceeded

the Hampton-Alexander target,

with 67% female representation

on the Board. As part of the new

ESG commitments, we have set

out a target to increase female

representation to 40% amongst our

leadership population beyond the

Board. This illustrates our ambition

and commitment to promote and

support gender diversity across our

business. As part of our Diversity,

Equality, and Inclusion strategy, we

are also committed to promoting and

supporting candidates drawn from

diverse, cultural backgrounds. We will

continue to review the dynamics of

the Board and the Executive pipeline,

giving prominence to individuals from

diverse backgrounds and who can

demonstrate diversity of thought.

PURPOSE AND CULTURE

One of our primary roles as Directors

is to set the tone and culture of the

Group, in a way that reinforces and

evokes the purpose and strategic

direction of the Company. We want

to create sustainable, financial

and technological solutions for the

benefit of our industry, society and

the environment, and can only do so

by promoting the Eurowag values.

The Board will continue to monitor

the alignment of the Company’s

culture and values with its purpose

and strategy, and will take corrective

action should divergences become

apparent.

ENGAGEMENT WITH

THE WORKFORCE

One way the Board will satisfy

itself that the desired culture is

rooted within business is by being

on the ground and getting to know



restrictions, together with the timing

of the IPO, have made face-to-face

engagement difficult in 2021. I am,

however, grateful for the opportunity

I had earlier this year to engage with

our people in Prague. I know I speak

for the Board when I say that getting

to meet more of our colleagues and

learn from them is a high priority

for 2022.

STAKEHOLDERS

It is also important that we expand

our stakeholder engagement

programme. I was grateful for the

input received by the Board from the

various engagements of management

with stakeholder groups and through

advisors. This played an integral part

in the principal decisions taken by the

Board in 2021. Further details can be

found in our s172 statement on pages

59 to 63, including the considerations

the Board gave as part of its decision

making process. I look forward to

more direct engagement with our

stakeholders in 2022.

In particular, we hope to have the

opportunity to engage with our

Shareholders more in the early part

of 2022 and in the build-up to our



Our first AGM as a Public Limited

Company is scheduled to be held





Albemarle House, 1 Albemarle Street,

London W1.

CONCLUSION

This year has been eventful. I am so

pleased to be a part of this Company

as it embarks on the next chapter

of its incredible voyage. But I am

cognisant that 2021 has been, for

many, an extremely difficult year as

we all endure in our battle against



for optimism, and I look forward

to another exciting year, full of

opportunity, for the Company and

the Board as the world continues its

recovery.

Paul Manduca

Chairman

Annual Report and Accounts EUROWAG

101

GOVERNANCE

Governance overview

Implementation of the 2018 UK Corporate Governance Code

W.A.G payment solutions plc was

admitted to the FCA’s Official List

and to trading on the London

Stock Exchange’s Main Market on

13 October 2021, and on this date,

the Group adopted the UK Corporate



admission, the Group has complied

with the provisions of the Code,

except in the following aspects:

PROVISION 21 AND

PROVISION 22

An annual evaluation of the

performance of the Board has not yet

taken place given the short period

of time between admission and

the financial year end, and the fact

that the foundations of the Board

dynamics were still being established.

The Board is committed to holding

an annual Board evaluation of its own

performance, that of its committees

and individual directors. The Board

will report on the first formal

evaluation in the 2022 Annual Report.

PROVISION 23

Initial discussion on the Group’s

policy on diversity and inclusion, its

objectives and linkage to Company

strategy were held in 2021. The

Board is scheduled to review the final

policy with the view to approving its

implementation in March 2022.

PROVISION 25 AND

PROVISION 29

An annual evaluation of the

effectiveness of the external audit

process and the company’s risk

management and internal control

systems has not yet taken place,

given this was the first reporting year

as a listed entity and it would not

be appropriate given the short time

frame in which they were active. An

evaluation of the effectiveness of the

external audit and the Company’s risk

management and internal controls

system for the 2021 and 2022

financial years will take place during

2022 and will be reported on in the

2022 Annual Report.

Further information on the Company’s

application of the principles and

provisions of the Code can be

found in the Corporate Governance

Report on pages 100 to 108.

The Code is publicly available at

https://www.frc.org.uk/.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

102

GOVERNANCE

Corporate Governance Report CONTINUED

Board leadership and Company purpose

Main activities undertaken during the financial year

Topic

Key activities and discussion

in FY21

Key achievements

Key priorities for FY22

Strategy and

management

• The Company IPO process

• Merger and acquisition

opportunities

• Review of Company branding

• Continued investment in organic

and inorganic growth opportunities

and to fund the technological

transformation

• The Company’s successful

admission onto the London Stock

Exchange

• Approval of the intention to

acquire WebEye, a leading fleet-

management solution provider

• Creation of the Executive

Committee

• Review of further M&A opportunities

for the business

• Further embedding of culture

conducive to the strategic direction of

the Company

• Supporting in the establishment of

practises and procedures expected

of management and the workforce, as

the Company embarks on its first full

year as a listed entity

• Continued realisation of the

commitments made to Shareholders

as part of the capital raise, with

priority to organic and inorganic

growth, the further development of

an end-to-end digital platform and

technology transformation

Stakeholder

engagement

• Discussion of the Company’s

purpose and culture

• Review of Culture Manifesto

• S.172 Director training

• Approval of the Company’s

Purpose Statement.

• Initial Shareholder meetings with

key Shareholders

• Further Shareholder engagement

• Investor-relations meetings

• Support management with initiatives

to further improve Net Promoter Score

and Employee Net Promoter Score

Risk

management

and internal

controls

• Review of the Company’s Risk

Appetite

• Review of the Company’s Principal

Risk and Uncertainties

• Review of the Risk Management

Framework and internal control

systems

• Review of the Company’s Risk

• Review and approval of the

internal audit plan

• Provisional approval of Company’s

Risk Appetite

• Provisional approval of the

Company’s Principal Risk and

Uncertainties

• Establishment of internal audit

function

• Review of the performance of Internal

Auditor

• Continued implementation of the

new generation Enterprise Resource

Planning, focused on general ledger

accounting, treasury management

system and Group reporting to

support the Company’s objectives and

long-term growth

• Continuous review of the Company’s

Risk Appetite and Risk Register

• Review of Company’s climate risks

Financial

reporting and

controls

• Review of the external audit

workplan

• Appointment of External Auditor • Review of the performance of External

Auditor

• Finalising the Company’s commitment,

targets and implementation of KPIs

reporting

Environmental,

social and

governance

• Discussion of the Company’s ESG

strategy for 2022

• Discussion of the Company’s

Vision Statement and ambition,

purpose and values

• Review of ESG Strategy and

considerations for Climate Change

and TCFD Reporting

• Approval of the Company’s Vision

Statement and oversight of Group

culture

• Development and approval of the

Company’s ESG Strategy

• Assessment of the Company’s

positions against TCFD

recommendations

• The creation of Non-Executive

ESG Board representative

• Implementation of the Company’s ESG

strategy

• Continued evolution of the Company’s

Culture Manifesto

Board

composition

and

effectiveness

• The appointment of the Board

of Directors as part of the IPO

process

• Review of the Board’s composition,

including skills’ matrix

• Appointments of Independent

Non-Executive Directors and Chair

as part of the Company’s IPO

process

• Appointment of Susan Hooper

as the Non-Executive ESG Board

representative with effect from

1 January 2022

• Board evaluation to be undertaken

in 2022

• Succession Planning Policy

• Board Diversity Policy

Annual Report and Accounts EUROWAG

103

GOVERNANCE

Developing our culture

DEFINING PURPOSE

AND VALUES

The Board has ultimate responsibility

for establishing the purpose, values

and strategy of the Group. Our purpose

is to create sustainable financial

and technological solutions for the

benefit of our industry, society and

the environment. This is underpinned

by our four values, which guide our







EMPLOYEE ENGAGEMENT

ON CULTURE

The Group’s leadership has built a

collaborative environment where

its employees thrive, as evidenced

by the Group’s high employee

engagement. The strength of our

employee engagement is reflected

in our 2020 Employee Net Promotion



the next annual survey in 2022.

eNPS is designed to help employers

measure employee satisfaction based

on how likely they are to recommend

their employer as a place of work.

We have also set out an ambition

to be in the top 25% amongst EU

Technology companies for employee

engagement by 2025. In addition, as

of 31 December, employee retention

rate was 80.3%. Engagement with our

employees is a priority and leads to

a work environment where everyone

can be working to their true potential.

As the only Company listed in

October 2021, there has not been

sufficient time to have any formal

workforce engagement by the newly

established Board. Susan Hooper

has been appointed as the Board’s

designated representative for

workforce engagement in January

2022. Following her appointment

to the role, Susan is planning to

undertake several site visits during

2022 to discuss a variety of topics,

including culture.

Members of the Group leadership

team regularly present to the Board

on specific areas of the Group to

ensure the Board has a thorough

understanding of the key operations

of the business.

ALIGNING PURPOSE, VALUES,

STRATEGY AND CULTURE

Performance comes from passion and

purpose. Our values are our guiding

principles for everything we do. Our

values inspire us to achieve success

and happiness in our work and

private lives. Ultimately, this leads to



purpose is clearly defined and our

values are established throughout

our workforce to create alignment

between Company, team and

individual goals, and interests.

We ensure that whoever we recruit,

promote and reward demonstrates

these values, and we retain

those who share our values. This

safeguards and perpetuates the

culture we have built, which in turn

enables us to keep achieving our

strategy year-on-year.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

104

GOVERNANCE

Corporate Governance Report CONTINUED

Division of responsibilities

DECISIONS AND MATTERS

RESERVED FOR THE BOARD

There is a formal schedule of matters

reserved for the Board, as well

as a delegated authority matrix,

which assists the Board’s planning

and provides clarity as to where

responsibility for decision making lies.

The formal schedule of matters

reserved for the Board’s decision is

available on the Company’s website

and covers areas including:

STRATEGY AND MANAGEMENT

The Board is responsible for

managing and overseeing the Group’s

operations, ensuring: competent,









compliance with statutory and

regulatory obligations.

The Board considers and reviews the

Group’s strategic aims and business

plan, and reviews the Group’s

performance in light of these aims.

The Board determines the Company’s

purpose and values and the Group’s

aims, long-term objectives and

commercial strategy.

Extension of the Group’s activities

into new business or geographic

areas, the decision to cease all or any

material part of the Group’s business,

or the restructuring or reorganisation

of the Group shall be decided by the

Board.

BOARD COMPOSITION

AND EFFECTIVENESS

The Board is committed to holding

an annual Board evaluation of its own

performance, that of its committees

and individual Directors. The

independence and appropriateness

of the skills, experience, knowledge

and commitment of the Directors

will be assessed annually during the

evaluation process.

REMUNERATION

The Board oversees the Remuneration

Committee, which is responsible for

determining the policy for Executive

Director remuneration and setting

remuneration for the Chairman,

Non-Executive Directors and senior

management.

The Board is responsible for

considering and approving the

remuneration policy for the Directors

and other senior executives, and

determines the remuneration of the

Non-Executive Directors within the

limits set in the Articles.

For further details of the Company’s

approach to remuneration, see

page 120.

FINANCIAL AND ANNUAL

REPORTING

The Board is responsible for

approving the Group’s Annual Report

and Accounts, the Interim Accounts

and Half-Yearly Report, trading

statements and the preliminary

announcement of the final results

following recommendation from the

Audit and Risk Committee.

CAPITAL EXPENDITURE AND

FINANCING

The Board is responsible for

approving investments and capital

projects exceeding £8 million, and

overseeing the project’s completion.

Any borrowings by the Group in

excess of £5 million shall be approved

by the Board.

The Board shall approve entering

into of any indemnities or guarantees

where the maximum amounts payable

could exceed £5 million, other

than indemnities and guarantees

given in respect of the Company’s

products or services or any

banking facilities (including any

indemnities, guarantees or facilities in

substitution for or renewal of existing



The Board shall approve the creation

of any mortgage, charge (fixed or



or other encumbrance of a similar

nature over all or any part of the

undertaking, property and assets



uncalled capital of the Company.

Additionally, the Board shall approve

an issue by any member of the Group

of any debt instruments for amounts

in excess of £5 million, including

bond issues, debenture issues and

loan stock instruments (but excluding



ENGAGEMENT WITH

SHAREHOLDERS AND WIDER

STAKEHOLDER GROUPS

The Board ensures effective

engagement with, and

encouragement of participation

from, the Group’s Shareholders and

stakeholders, including the workforce.

It will undertake regular review of

engagement mechanisms in place

to ensure they remain effective.

The Company has developed an

engagement strategy based on those

issues that are most important to its

long-term success.

Further information on how the

Company engages with Shareholders

and wider stakeholder groups can be

found on pages 59 to 63.

ENVIRONMENTAL, SOCIAL

AND GOVERNANCE

The Board considers the impact of the

Group’s operations on the community

and the environment and reviews

and recommends amendments to the

Group’s Environmental, Social and



Susan Hooper was appointed as

the designated ESG Director for the

Company, with effect from 1 January

2022. Susan is planning to undertake

several site visits during 2022 to meet

the workforce and discuss a variety

of topics.

For further details of the Company’s

approach to ESG, see page 65.

INTERNAL CONTROL

The Board is responsible for maintaining

and reviewing the effectiveness of

risk management and internal control

systems, and for determining the

aggregate level and types of risks the

Group is willing to take in achieving its

strategic objectives.

The Company’s internal audit function

provides independent assurance

to the CEO, the Audit and Risk

Committee and Board as to whether

the Group’s system of internal control

is adequately designed and operating

effectively to respond appropriately

to risks significant to the Company.

Further information on the Company’s

internal controls framework can be

found on pages 48 to 54.

Annual Report and Accounts EUROWAG

105

GOVERNANCE

BOARD INDEPENDENCE

All Directors are expected to exercise

independent judgment in their duty to

promote the success of the Company

for the benefit of its members as

a whole. Directors should exercise

their judgment to this end free from

material interference, and must

disclose any and all business or other

relationships to the Board.

It is an essential aspect of good

governance that the Independent



constructively challenge the CEO

and the leadership team at Board

meetings, while providing support

and guidance to promote meaningful

discussion and, ultimately, informed

and effective decision making. The

CEO welcomes and encourages

INEDs to test proposals and

provide strategic guidance in light

of their wider experience outside

the Company, particularly in listed

environments.

Morgan Seigler is a Non-Independent

Non-Executive Director, nominated

to the Board by major Shareholder

Bock Capital EU Luxembourg

WAG SARL. Morgan is expected to

exercise the same duties as fellow

Board members, in exercising

independent judgement and avoiding

conflicts of interest. Shareholding

agreements, relationship agreements

and appropriate processes and

procedures ensure safeguard

against undue influence affecting

Board decision making. Measures

have been introduced to ensure

that confidentiality is maintained, in

particular on price-sensitive matters.

The balance between Executive

Directors, Non-Executive Directors

and Independent Non-Executive

Directors ensures that no one

individual or small group of individuals

dominates the Board’s decision

making.

The Board reviews the independence

of its NEDs at each meeting, as

advised by the Company Secretary,

and takes action to identify and

manage conflicts of interests to

ensure that third-party influence

does not override or compromise

independent judgement.

Directors are required to provide

requisite information to allow the

Board, aided by the Nomination

Committee, to evaluate their

independence at appointment and

throughout their engagement with the

Company. The Board is satisfied that

there are no matters that give rise

to conflict of interests which could

compromise the independence of the

INEDs.

BOARD GOVERNANCE FRAMEWORK

SHAREHOLDERS

BOARD

COMMITTEES

REMUNERATION

COMMITTEE

NOMINATION

COMMITEE

AUDIT & RISK

COMMITTEE

EXECUTIVE COMMITTEE

CHIEF EXECUTIVE OFFICER

CHAIRMAN

SENIOR INDEPENDENT DIRECTOR

INDEPENDENT NON EXECUTIVE DIRECTOR

CHIEF EXECUTIVE OFFICER

CHIEF FINANCIAL OFFICER

NON EXECUTIVE DIRECTOR

INDEPENDENT NON EXECUTIVE DIRECTOR

CHIEF

FINANCIAL

OFFICER

CHIEF

OPERATING

OFFICER

CHIEF

STRATEGY

OFFICER

CHIEF

COMMERCIAL

OFFICER

CHIEF

PEOPLE

OFFICER

CHIEF

PERFORMANCE

OFFICER

CHIEF

STAFF

SENIOR VICE

PRESIDENT

ENERGY BU

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

106

GOVERNANCE

Corporate Governance Report CONTINUED

TIME COMMITMENT

The Chairman, Independent

Non-Executive Directors and

Non-Independent Non-Executive

Director each have letters of

appointment. They are not employed

in an Executive capacity by the

Group. These letters set out the

main terms of their appointments to

the Board and cover an initial term

of three years. However, in line with

the UK Corporate Governance Code

2018, all Directors are put forward for

initial election and annual re-election

thereafter by Shareholders.

The letters contain information in

relation to the time commitment

expected of each Director in their

role. Independent Non-Executive

Directors can expect a typical time

commitment of 26 days a year on

average, whilst Morgan Seigler, being

a Non-Independent Non-Executive

Director is expected to commit, on

average, 16 days per year. Given the

nature of the role of Chairman, the

expected time commitment of Paul

Manduca is circa one day per week.

While the time commitments outlined

are guidance, not targets, the time

required of Directors can fluctuate

and all Directors are expected to

devote sufficient time to discharge

their responsibilities effectively,

particularly at times of high activity or

demand on the business.

Directors’ external time commitment

is regularly reviewed to ensure

Directors can allocate the necessary

time and effort to Eurowag. This

process is continually managed by

the Company Secretary and the Chair

and takes into consideration outside

appointments and commitments,

including relevant factors such as

complexity of company and industry,

in particular highly regulated sectors,

and issues affecting these other

companies.

The Board has concluded that,

notwithstanding Directors’ other

appointments, they are each able to

dedicate sufficient time to fulfil their

duties and obligation to the Company.

Annual Report and Accounts EUROWAG

107

GOVERNANCE

DIRECTORS’ ATTENDANCE AT BOARD AND COMMITTEE MEETINGS FOR THE

PERIOD FROM INCORPORATION ON 3 AUGUST 2021 TO 31 DECEMBER 2021

Board

Audit & Risk

Committee

Remuneration

Committee

Nomination

Committee

Paul Manduca





Mirjana Blume

Caroline Brown

Sharon Baylay-Bell

Susan Hooper*

Joseph Morgan Seigler

Meetings Meetings attended

*Susan Hooper was unable to attend a Board and Audit and Risk Committee meeting due to a pre-existing commitment and changes to the Company’s IPO timeline

• Facilitate the effective

contribution of Non-Executive

Directors through engagement

in open and honest discussions.

• Oversee the effectiveness

and suitability of the Group’s

governance processes, along

with the Company Secretary.

• Ensure the Board receives

accurate and timely information

in order to fulfil its duties.

• To keep under review the

long-term development of

the Group and ensure that

effective strategic planning is

undertaken.

• Provide a sounding board for the Chair.

• Serve as an intermediary for other

Directors.

• Be available to Shareholders where

other channels of communication are

inappropriate.

• Lead the annual evaluation of the

performance of the Chair.

• Support the Board and its committees on all corporate

governance matters.

• Devise the strategy and long-

term objectives of the Group

in line with the agreed risk

appetite.

• Oversee the operational

performance and report

accurately to the Board and

its committees.

• Ensure the Board’s strategies,

objectives and decisions are

implemented in a timely and

effective manner.

• Provide constructive challenge to Executive

Directors.

• Contribute to the development of strategy and

provide oversight to ensure its execution.

• Apply independent and impartial experience and

expertise.

• Oversee the effectiveness and integrity of the Group’s

financial reporting and risk-management systems.

• Oversee the day-to-day

financial running of the Group.

• Provide strategic financial

leadership by developing

all necessary policies and

procedures to ensure sound

financial management.

• Ensuring the accuracy,

integrity and timeliness

of financial reporting and

compliance with any relevant

reporting and accounting

standards.

BOARD ROLES AND THEIR RESPONSIBILITIES

CHAIRMAN

SENIOR INDEPENDENT DIRECTOR

COMPANY SECRETARY

CEO



CFO

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

108

GOVERNANCE

Corporate Governance Report CONTINUED

COMMITTEE OVERVIEW

• Comprises the Chairman of the

Board and four independent

Non-Executive Directors.

• All members have relevant

experience.

• The Committee’s first meeting

following admission was held in

December 2021.

• Meetings are attended by the CEO

and other relevant attendees, by

invitation of the Chair.

PROGRESS SINCE

INCORPORATION

• The Board’s composition has

complied with the Code since

admission.

• The Board has met the Hampton-

Alexander target for 33% female

Board representation.

• The Board has committed to meet

the Parker Review target of at

least one person from a non-white

ethnic group by 2024.

FOCUS AREAS FOR FY22

• Succession planning for the Board

and the Senior Leadership Team.

• Perform the first annual evaluation

of the Board, it’s committees, the

Chair and the individual Directors.

• Ensure adequate induction and

training programmes are in place.

• Continued focus on diversity in all

aspects within the Group.

KEY RESPONSIBILITIES

• Monitor the governance

framework, including the structure,

size and composition of the Board

and its committees, to ensure

a balance of skills, knowledge,

experience and diversity.

• Lead a rigorous and transparent

process for identifying and

selecting candidates to serve

as Directors on the Board and

its committees, and making

recommendations to the Board for

their appointment.

• Develop and implement effective

succession plans for the Board,

its committees and the senior

leadership team, having regard to

the skills and expertise needed to

ensure the long-term sustainable

success of the Company.

• Oversee the development of

a diverse talent pipeline and

monitor the Company’s diversity

policies and initiatives and their

effectiveness.

• Review the external directorships

and commitments of the

Non-Executive Directors.

• Assist the Chairman in ensuring

there is a rigorous annual

evaluation of the performance of

the Board, its Committees, the

Chairman and individual Directors.

• Ensure that appropriate

procedures are in place for training

and developing Directors.

The Committee’s Terms of Reference,

which are reviewed and approved

annually, are available on the

Company’s website at

https://investors.eurowag.com.

Paul Manduca

Nomination Committee

Chairman

MEMBERSHIP

Committee member Meetings attended

Paul Manduca Non-Executive Chairman of the Board and Chair of the Committee 1/1

Sharon Baylay-Bell Non-Executive Director 1/1

Caroline Brown Non-Executive Director 1/1

Mirjana Blume Senior Independent Non-Executive Director 1/1

Susan Hooper Non-Executive Director 1/1

The Committee recognises the

benefits of diversity of thought

and when considering Board

appointments and hiring or

promoting to senior leadership

positions, the Group will

continue to take account of

diversity, while seeking to ensure

that each role is offered on

merit, against objective criteria.”

Annual Report and Accounts EUROWAG

109

GOVERNANCE

Nomination Committee Report

CHAIR’S INTRODUCTION

Dear Shareholders, I am pleased

to present the first Nomination

Committee Report, covering the

period from admission on 13 October

2021 until 31 December 2021.

The Nomination Committee

comprises four independent Non-

Executive Directors: Sharon Baylay-

Bell, Caroline Brown, Mirjana Blume

and Susan Hooper and myself





The biographies of each member of

the Committee are set out on pages

96 to 99.

The Committee met once in 2021,

during which we undertook an

initial Board composition review,

discussed and approved the Directors

induction plan and the continuing

training regime for existing Directors,

succession planning, and we formally

recommended to the Board that

Susan Hooper be appointed as ESG

Representative for the Board.

My role as Committee Chair is

to lead my fellow committee

members in assessing the Board’s

effectiveness, taking into account

the Company’s strategic priorities,

and planning accordingly to ensure

the right balance of skills, experience

and challenge are present in the

boardroom.

DIVERSITY POLICY

Initial discussion on the Group’s

policy on diversity and inclusion, its

objectives and linkage to Company

strategy were held in 2021. The Board

reviewed final policy and approved for

implementation in March 2022.

The Company is committed to

ensuring diversity in all forms, and

inclusion. The Committee recognises

the benefits of diversity of thought

and when considering Board

appointments and hiring or promoting

to senior leadership positions, the

Group will continue to take account of

diversity, while seeking to ensure that

each role is offered on merit, against

objective criteria, to the best available

candidate.

During the period, the Committee

reviewed the composition of the

Board and its committees and is

pleased that the current gender

composition of the Board exceeds

the target set in the Hampton-

Alexander review.

DIRECTOR APPOINTMENT

PROCESS





as Chief Executive Officer and Chief

Financial Officer respectively, having

held those positions for W.A.G.

payment solutions a.s., prior to

the IPO.

In advance of listing, Paul Manduca

was identified as Chairman-designate

following a strict selection process to

identify a respected individual with

experience of leading large UK-listed

companies to help guide the Board

as the Company embarked on its

next chapter. Ten individuals were

considered for the role, with valuable

insight on appropriate selection

criteria provided by sponsors,

Shareholders and advisors.

Pedersen & Partners were engaged to

lead a detailed and systematic search

for candidates for the Non-Executive

Director positions, with due regard to

diversity and technology and fintech

experience. A pool of over 360

candidates was identified, with fewer

than 13 shortlisted, those having

demonstrated the required skill

set, experience and personal traits

conducive of a well-rounded Board,

with an array of technical experience

and entrepreneurial drive.

Following a comprehensive multi-

stage interview process to identify

the most appropriate candidates,

including interviews with the

Chairman-designate, CEO and CFO,

as well as meetings with leading

Shareholders, four new Independent

Non-Executives were identified.

In addition, Mirjana Blume was

asked to undertake the role of

Senior Independent Director, having

previously served as a Supervisory

Board member for W.A.G. payment

solutions a.s. Her experience and

knowledge of the Company’s

operations and culture were

considered an invaluable asset to the

new Board.

Morgan Seigler was appointed to the



Under the Relationship Agreement,

TA Associates has a right to nominate

for appointment one Non-Executive



the Board, while it and its associates’

shareholding in the Company is

greater than or equal to 10%.

Pedersen & Partners was

considered independent, free from

any connections with the new

Independent Non-Executive Directors.

BOARD COMPOSITION

STATISTICS

INDEPENDENCE

62.5%

25.0%

12.5%

Independent Non-Executive Directors

Executive Directors

Non-Executive Directors

GENDER

37.5%

62.5%

Male

Female

The composition of the Board is shown as

at 31 December 2021. There have been no

changes to the composition of the Board since

the year end.

SKILLS MATRIX

The following skills matrix details

some of the key skills and experience

the Nomination Committee has

identified as valuable to the effective

oversight of the Group and execution

of the Company’s strategy.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

110

GOVERNANCE

Nomination Committee Report CONTINUED

Capabilities

DIRECTOR

Paul

Manduca

Martin

Vohánka

Magdalena



Mirjana

Blume

Sharon

Baylay-Bell

Caroline

Brown

Susan

Hooper

Joseph Morgan

Seigler

Payment

Solutions

Transport and

Logistics

Financial/

Audit and Risk



PLC and

Governance

ESG

Capital

Markets

Tech and

Digital

All directors were appointed on the basis of having extensive Strategic, Leadership and People experience.

SUCCESSION PLANNING

During the period, the Committee

has reviewed the appointment profile

of each Director and considered

succession planning from the



planning, medium-term planning and

long-term planning. The Committee

is committed to developing and

implementing effective succession

plans for the Board and its

committees, having regard to the

skills and expertise needed to ensure

the long-term sustainable success

of the Company. The Committee and

Board will continue to have regard for

matters such as time commitment and

the benefits of diversity of gender,

social and ethnic backgrounds,

cognitive and personal strengths.

The Committee has considered the

skills and expertise of the Board and

concluded that the existing composition

is appropriate to meet the current

leadership needs of the business.

The Committee oversees the

succession and development of

the Company’s senior leadership

team and talent pipeline. During the

period, the Committee has reviewed

the Executive “bench strength” and

successors’ readiness for key senior

roles, and has identified key roles

that will form part of the Company’s

succession planning focus for 2022.

TRAINING AND ONGOING

DEVELOPMENT OF SKILLS

Prior to admission, the Company’s

external lawyers provided all

Directors with training for their legal,

regulatory and governance duties,

responsibilities and obligations as a

Director of a listed company.

The Committee has since established

a formal Director induction

programme for future Director

appointments, as well as a continued

induction plan to further integrate

the recently appointed Directors into

the business with the objective of

further enhancing their understanding

of the Company, its culture and the

industry it operates in. A schedule

of one-to-one briefing sessions

with relevant members of the senior

leadership team will be provided for

the Directors during their first year of

appointment, relevant to their specific

role on the Board.

A number of training and “deep dive”

sessions have also been scheduled

for the Board and its committees

during the course of 2022, on

topics including, but not limited to,





ESG-related topics such as TCFD

reporting, climate change, diversity

and boardroom dynamics.

BOARD EVALUATION

In view of the short period of time

between admission and the financial

year end, it was not deemed practical

to hold a formal evaluation in 2021.

The foundations of the boardroom

dynamics were still being established

and it was not appropriate to analyse

the performance of the Board, its

committees and individual Directors

on a limited sample of interactions.

Objectives and strategic direction

of the Board have not had time to

sufficiently materialise and evaluation

of these would yield little benefit at

this stage.

The Board is committed to holding

an annual Board evaluation of its own

performance, that of its committees

and individual Directors. The

Board will report on the first formal

evaluation in the 2022 Annual Report.

ELECTION OF DIRECTORS

In accordance with the Code, all

Directors will offer themselves for

election by Shareholders at the 2022

AGM. Both the Committee and the

Board are satisfied that all Directors

continue to be effective in, and

demonstrate commitment to, their

respective roles on the Board. The

Committee believes each Director

makes a valuable contribution to

the leadership of the Company. The

Board, therefore, recommends that

Shareholders approve the resolutions

to be proposed at the 2022 AGM

relating to the election of the

Directors.

Paul Manduca

Chair of the Nomination Committee

24 March 2022

Annual Report and Accounts EUROWAG

111

GOVERNANCE

The Committee has

supported and challenged

management, ensuring

that a rigorous financial

reporting and governance

framework is established to

enable the Company to be

well positioned for continued

growth in the future.”

COMMITTEE OVERVIEW

• Comprises four independent Non-

Executive Directors.

• Caroline Brown and Mirjana

Blume are considered by the

Board to have recent and

relevant accounting experience.

All members have relevant

commercial and operating

experience.

• Two meetings have been

held between admission and

31 December 2021.

• Meetings are attended by the

Chair of the Board and CFO, other

members of management, the

Internal Auditor and the External

Auditor, by invitation of the Chair.

PROGRESS SINCE

INCORPORATION

• Approved the appointment of

PwC LLP as External Auditors



as externally sourced Internal

Auditors.

• Approved the external audit

plan and fee for the year ended

31 December 2021.

• Approved a formal policy on

procuring non-audit services.

• Approved the inaugural internal

audit plan.

FOCUS AREAS FOR FY22

• Review and scrutinise the

preparation of the Annual Report

and Accounts for the year ended

31 December 2021, including

significant financial reporting

issues and judgements.

• Monitor the implementation of

financial position and prospects

procedures.

• Assist the Board in its review of

the effectiveness of the Group’s

systems of internal control and

risk-management methodology.

• Review and advise the Board on

the effectiveness of the Group’s

whistleblowing procedures.

• Review the performance of the

External Auditors and the Internal

Auditors.

• Undertake a review of the

Committee’s performance,

composition and terms of

reference.

KEY RESPONSIBILITIES

The Committee’s main

responsibilities, as outlined in its

terms of reference, are:

• Recommending the half and full-

year financial results to the Board.

• Maintaining the integrity of

all financial and non-financial

reporting, including review

of significant judgments and

estimates.

• Monitoring the Group’s internal

financial controls and risk-

management systems.

• Overseeing the relationship with

the External Auditor and reporting

the findings and recommendations

of the Auditor to the Board.

The Committee’s Terms of Reference,

which are reviewed and approved

annually, are available on the

Company’s website at

https://investors.eurowag.com.

MEMBERSHIP

Committee member Meetings attended

Caroline Brown Non-Executive Director

and Committee Chair 2/2

Sharon Baylay-Bell Non-Executive Director 2/2

Mirjana Blume Senior Independent

Non-Executive Director 2/2

Susan Hooper Non-Executive Director 1/2

Dr Caroline Brown

Audit and Risk

Committee Chair

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

112

GOVERNANCE

Audit and Risk Committee Report

DEAR SHAREHOLDER,

As Chair of the Audit and Risk

Committee, I am pleased to

present the Committee’s inaugural

report summarising its activities

for the period since admission

on 13 October 2021, and it’s work

related to the financial period ended

31 December 2021.

The major focus for the Committee

has been to ensure that adequate

financial reporting procedures

are being implemented in a timely

fashion across the areas of IT general



compliance and anti-money-



ongoing automation, integration and

reporting processes. The Committee

has approved the appointment of the

new External and Internal Auditors

and approved their audit plans. In

addition, the Committee has reviewed

financial performance, reporting on

controls internal audit together with

risk and compliance. Our review of key

accounting policies and accounting

judgements has included: revenue

recognition, valuation of put options

and the presentation and disclosure

of alternative performance measures.

Since the year end, the Committee

has reviewed and scrutinised the

preparation of the Group’s inaugural

listed entity Annual Report and

Accounts.

The Committee is comprised entirely

of independent Non-Executive

Directors, whose biographies are

set out on pages 96 to 99. The

Committee has recent and relevant

experience and competence in

accounting, internal and external

auditing experience and has the

relevant business experience

necessary to fulfil its duties. The

Committee meetings are routinely

attended by the Chairman of the

Board, the Chief Financial Officer, the

Group’s External Auditors, PwC LLP





and other members of management.

PwC and KPMG have attended all

Committee meetings held since

admission and will be invited to

attend future meetings regularly.

The Committee has reviewed the

content of the Annual Report and

Accounts and considers that it

provides the information necessary

to assess the Group’s performance,

business model and strategy and,

taken as a whole, is fair, balanced

and understandable. This Committee

report should be read in conjunction

with the CFO’s report on pages 40

to 47, the risk sections on pages 48

to 54, the External Auditors’ report

on pages 150 to 159 and, the Group

financial statements on pages 160

to 230.

As Chair of the Committee, I would

like to take this opportunity to thank

the finance, risk and compliance team

members, together with our new

external assurance providers, for their

dedication and work since admission,

under difficult and challenging

conditions.

I look forward to attending the AGM

to respond to any questions from

Shareholders that may be raised on

the Committee’s activities.

Dr Caroline A Brown

Chair of the Audit & Risk Committee

24 March 2022

Annual Report and Accounts EUROWAG

113

GOVERNANCE

ACTIVITIES OF

THE COMMITTEE

The Committee has had an extensive

number of items on the agenda

focusing on the audit, assurance, and

risk processes within the business.

The Committee has worked closely

with the senior management, the

Internal Auditor, the External Auditor

and the financial reporting team to

ensure appropriate control framework

was in place and to publish the

inaugural Annual Report of the

Company.

The Committee’s role is to ensure

that management’s disclosures

reflect the supporting detail provided

to the Committee or challenge

them to explain and justify their

interpretation and, if necessary,

re-present the information. The

Committee reports its findings and

makes recommendations to the Board

accordingly. There were two meetings

of the Committee held during the

year. Items of business considered

by the Committee, including as part

of the Annual Report and Accounts

process, are set out below:

Actions Outcomes Cross-reference

Annual reporting

Review of outstanding items from

the Financial Position and Prospects



The Committee reviewed and monitored the progress

of outstanding items from the FPPP following the IPO of

the Company at every meeting in the period.

N/A

External audit planning and key

accounting matters

The Committee received and approved the external

audit plan and audit fee proposal for PwC in December.

150 to 159

and 119

Review of significant financial

reporting issues and key judgements

The Committee received and approved management’s

accounting paper in March 2022.

116

Review of Going Concern and

Viability statements

The Committee received and approved management’s

paper on Going Concern and Viability in March 2022.

117

Review of inaugural Annual Report The Committee recommended the Annual Report and

Accounts to the Board in March 2022

N/A

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

114

GOVERNANCE

Audit and Risk Committee Report CONTINUED

Actions Outcomes Cross-reference

Risk management and internal control

Risk Management Framework and

Risk Registers

The Committee reviewed the 2021 Risk Management

Framework and requested an independent review of its

design and operating effectiveness in October.

117

Review of principal and

emerging risks

The Committee and the Board undertook a robust

assessment of the Company’s emerging and principal

risks, including a a description of its principal risks,

the procedures in place to identify emerging risks, and

an explanation of how these are being managed and

mitigated. Details of the risks approved by the Board can

be found in the Risk Section of this report.

117

Review of internal controls The Committee reviewed the internal control reporting

for 2021 and reviewed Compliance updates in

December.

117

Approved internal audit plan The Committee approved the internal audit plan for

2022 in December.

119

Governance

Internal Auditor appointment Following a competitive tender, KPMG were appointed

as internal audit co-source partner for the Company.

KPMG have a direct reporting line into the Audit and Risk

Committee.

119

External Auditor appointment Following an audit tender in 2019, PwC was appointed

as External Auditor for W.A.G. payment solutions a.s., the

Parent Company of the Group prior to the Group’s listing,

and has subsequently been appointed as Auditor of the

Company.

The Committee recognises the importance of

continuity of knowledge of the accounting and internal

infrastructure of the Company, whilst maintaining

independence as Auditor.

117

Non-Audit Services Policy The Committee adopted the Non-Audit Services Policy

for the Company.

119

Committee Terms of Reference The Committee reviewed and agreed the Terms of

Reference for the Committee.

https://investors.

eurowag.com

Financial Reporting Procedures The Committee reviewed financial reporting procedure

and controls.

113

IT General Controls & System

Transformation

The Committee reviewed and, where appropriate,

challenged the IT controls and system

transformation plan.

117

Annual Report and Accounts EUROWAG

115

GOVERNANCE

KEY ACCOUNTING ISSUES AND SIGNIFICANT JUDGEMENTS

In the preparation of the Group’s 2021 financial statements, the Committee assessed the accounting principles

and policies adopted, and whether management had made appropriate estimates and judgements. In doing so, the

Committee discussed management reports and enquired into judgements made and discussed key matters with the

External Auditors.

The significant issues considered by the Committee in relation to the financial statements include:

Significant issue: Summary:

Revenue recognition The Group acts as principal in the acceptance business as it is the primary obligor in

respect of delivery of energy and related services to its customers. In addition, the Group

has discretion in establishing the price for the specified fuel.

Valuation of put options Significant judgement:

The Group concluded that it does not,

in substance, acquire present access

to economic benefits of acquired

subsidiaries. The put option redemption

liability will be settled with a transfer of

the non-controlling interest’s shares for a

price that is deemed to approximate their

fair value. Therefore, the Non-controlling

Shareholders have retained the risks and

rewards associated with ownership until

the options are exercised.

Significant estimate:

The put option redemption liability

measurement requires significant

estimates and assumptions at each

reporting date, including forecasted future

revenues and profits of the acquired

business and discount rates. Higher

forecasted revenues and profits result

in higher put option redemption liability,

which is recognised within financial

liabilities with a corresponding charge

directly to equity. The charge to equity

is recognised separately as business

combinations equity adjustment.

Presentation of adjusting

items (and new policy on



In determining whether an item should be presented as an adjusting item to IFRS

measures, the Group considers items which must initially meet at least one of the

following criteria:

• It is a significant item, which may cross more than one accounting period.

• It has been directly incurred as a result of either an acquisition, capital restructuring

or relates to the Group’s strategic transformation programme as these are not part of

the Group’s underlying trading activity.

• It is unusual in nature, e.g. outside the normal course of business.

If an item meets at least one of the criteria, the Board, through the Audit and Risk

Committee, then exercises judgement as to whether the item should be classified as an

adjusting item to IFRS performance measures. Refer to Note 11 for a list of these items

including definitions and exclusion justifications.

The Committee reviewed presentation and disclosure of adjusting items including new

accounting policy and concluded that they are appropriate.

Further information is available within

the Auditor’s report on pages 150 to 158

Our disclosures against the Code are reviewed by an external specialist and then reported to the Committee.

Our disclosures against the Code are reviewed by the internal audit team and reported to the Committee.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

116

GOVERNANCE

Audit and Risk Committee Report CONTINUED

FAIR, BALANCED AND

UNDERSTANDABLE

The Committee carried out a

thorough review of the Group’s Annual

Report and Accounts. The Committee

gave particular consideration to

whether the Annual Report and

Accounts, taken as a whole, was

fair, balanced and understandable,

concluding it was.

To make this assessment, the

Committee received copies of

the Annual Report and financial

statements to review during the

drafting process, to ensure that

the key messages being followed

aligned with the Company’s position,

performance and strategy being

pursued and that the narrative

sections of the Annual Report

were consistent with the financial

statements. After consideration of all

of this information, we are satisfied

that, when taken as a whole, the 2021

Annual Report and Accounts is fair,

balanced and understandable, and

provides the information necessary

for Shareholders to assess the

Group’s performance, business model

and strategy.

GOING CONCERN AND

VIABILITY REVIEW

The Committee reviewed

management’s approach to the Going

Concern and Viability statement prior

to the year end and agreed that a

three-year horizon was appropriate

for viability reporting. After the

year end, the Committee reviewed

management’s reports setting out

its view of the Group’s viability

including a description of the factors

considered in forming an assessment

of the Group’s prospects. The viability

review was based on the Group’s

three-year strategic plan and an

analysis of the impact of the principal

risks relating to product demand

decline risk, technology security

and resilience risk, external parties

dependency risk, physical security

risk and climate change risk.

Having considered management’s

assessment, the Committee approved

the Going Concern statement set

out on page 58 and the Viability

statement set out on pages 56 to 58.

RISK AND INTERNAL

CONTROLS

The key elements of the Group’s

internal-control framework and

procedures are set out on pages 48

to 54. The principal risks the Group

faces are set out on pages 49 to 54.

The Committee devoted part of each

meeting to items concerning risk and

its management.

The Executive Committee has

established a sub-committee, the

Business Assurance Committee.

The sub-committee reports to the

Executive Committee and also has

a separate reporting line directly to

the Audit and Risk Committee where

the Chair of the Business Assurance

Committee presents updates.

The executive sub-committee

coordinates the governance, risk and

controls at the Group before reporting

to the Committee and the Board.

During late 2021 and early 2022, the

Committee reviewed risk registers

and management’s updated risk

appetite statements ahead of Board

discussions to approve the Group’s

final risk appetite statements. The

Committee requested an independent

review into the design and operating

effectiveness of the risk management

framework to be conducted in 2022.

COMPLIANCE

Prior to year end, the Committee

reviewed its assurance arrangements

covering legal, financial, tax, risk, IT

and cyber, and employment policies,

identified areas where additional

assurance on Group compliance with

these policies and procedures was

required and agreed actions with

management to obtain the desired

level of assurance.

EFFECTIVENESS OF

EXTERNAL AUDIT

The Committee, on behalf of the Board,

is responsible for the relationship with

the Auditor, and part of that role is

to examine the effectiveness of the

statutory audit process. Audit quality

is regarded by the Committee as the

principal requirement of the annual

audit process.

The effectiveness of the external

audit process depends on appropriate

risk identification. In December, the

Committee discussed the Auditor’s

plan for the 2021 audit. This included

a summary of the proposed audit

scope and a summary of what the

Auditor considered to be the most

significant financial reporting risks

facing the Group, together with the

Auditor’s proposed audit approach to

these significant risks. In March, the

Auditor reported against their audit

scope, providing an opportunity for the

Committee to monitor progress and

raise questions, and challenge both the

Auditor and management.

The auditor meets management at

regular intervals during the annual

audit process.

The Committee will formally review

the effectiveness of the 2021 external

audit during the first half of 2022.

AUDITOR INDEPENDENCE

The Committee keeps under review

the cost-effectiveness, independence

and objectivity of the External

Auditor. The Committee has put in

place a policy on the engagement of

the External Auditor to supply non-

audit services and a review of the

effectiveness of the External Auditor.

In assessing the independence of

the Auditor from the Group, the

Committee takes into account the

information and assurances provided

by the Auditor, confirming that all its

partners and staff involved with the

audit are independent of any links to

the Group. PwC confirmed that all its

partners and staff complied with their

ethics and independence policies and

procedures, which are fully consistent

with the FRC’s Ethical Standard,

including that none of its employees

working on the audit hold any shares

in W.A.G payment solutions plc.

PwC has audited the Group since

2019 and the lead audit partner

rotates every five years to assure

independence. PwC, Deloitte and

former external auditor EY took part

in 2019 audit tender process. PwC

and EY were shortlisted and PwC was

later selected as an external auditor

for the Group. Mr Mark Skedgel

became lead partner in late 2021,

responsible for the Group’s statutory

audit for the 2021 year end onwards.

The Committee has no current plans

to re-tender the audit.

The Committee is satisfied that PwC

continues to be independent, and

free from any conflicting interest with

the Group.

Annual Report and Accounts EUROWAG

117

GOVERNANCE

Board

Committees

Remuneration

Committee

Nomination

Committee

Audit & Risk

Committee

Executive Sub- Committee

Business Assurance Committee

• Legal and Compliance

• Risk

•

• Security

Board

CHAIRMAN CHIEF EXECUTIVE OFFICER

SENIOR INDEPENDENT NON EXECUTIVE DIRECTOR CHIEF FINANCIAL OFFICER

INDEPENDENT NON EXECUTIVE DIRECTOR INDEPENDENT NON EXECUTIVE DIRECTOR

INDEPENDENT NON EXECUTIVE DIRECTOR NON EXECUTIVE DIRECTOR

Senior Leadership Team

Executive Committee

CEO

CHIEF

FINANCIAL

OFFICER

CHIEF

OPERATING

OFFICER

CHIEF

STRATEGY

OFFICER

CHIEF

COMMERCIAL

OFFICER

CHIEF

PEOPLE

OFFICER

CHIEF

PERFORMANCE

OFFICER

CHIEF

STAFF

SVP

ENERGY

Internal Audit

VP Legal &

Compliance



Security

Process

Excellence

Head of Risk

Head of

Compliance

IT Risk

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

118

GOVERNANCE

Audit and Risk Committee Report CONTINUED



The External Auditors are primarily engaged to carry out statutory audit work.

There may be other services where the External Auditors are considered to be

the most suitable supplier by reference to their skills and experience. A policy

is in place for the provision of non-audit services by the External Auditors,

to ensure that the provision of these services does not impair the External

Auditors’ independence or objectivity, in accordance with the FRC Ethical and

Auditing Standards.

Service Policy



May include the provision of

services subject to approval by the

Audit & Risk Committee, including

capital markets services, review

of interim financial statements,

compliance certificates and

reports to regulators.

The half-year review, an assurance-

related non-audit service, is approved

as part of the Audit and Risk

Committee approval of the external

audit plan.

All permitted non-audit services

require approval in advance by the

Audit and Risk Chair or Audit and Risk

Committee, subject to the cap of 70%

of the fees paid for the audit in the last

three consecutive financial years (the

cap does not apply until 3 years of



PERMISSIBLE SERVICES

Permissible services are detailed

in the FRC’s white-list of Permitted

Audit-Related and Non-Audit

Services. Any audit-related service

or non-audit-related service,

which is not on the list, cannot be

provided by the External Auditor.

Permissible in accordance with the

FRC Revised Ethical Standard 2019.



Fees for non-audit services paid

to PwC in 2021 include the cost of

reporting accountant work related

to the IPO and consultancy services

in respect of product development.

Reporting accountant work is based

on listing requirements and is often

performed by the existing audit firm

due to the nature of the work and the

continuity of knowledge. Consultancy

services were terminated within three

months after Admission to ensure

audit independence and enable work

on the first audit as a public company

to commence.

INTERNAL AUDIT

The Committee reviewed the internal

audit reports for 2021. Following a

strict tender process, KPMG was

selected as the preferred external

internal audit partner for the Group

and the Committee approved

their appointment in October. The

Committee also approved the internal

audit plan for 2022 in December.

The Committee will formally review

the effectiveness of the internal audit

function during 2022.

AUDIT FEES FOR 2021

Fees paid to the external auditor

for the year were €4.17m, of which



and other assurance services and

€0.97m was for the audit. The audit



The audit committee is satisfied

that this level of fee is appropriate

in respect of the audit services

provided, given the transition

from a private company to listed

company within the financial year

with the majority of the non-audit

fees resulting from IPO Reporting



accountant work is based on

listing requirements and as such

is exempted from non-audited

services cap. Excluding IPO Reporting

Accountancy, non-audit services

represented 43.34% of fees paid to

the External Auditor in the year.

All non-audit work that was required

to stop within 3 months of the IPO

was indeed ceased within that time

frame. The Committee will continue to

review the non-audit fee ratio.

PRIORITIES FOR 2022

During the forthcoming year, the

Committee will continue to support

and challenge management through

the evolution of the Group’s internal-

controls framework in the light

of changes expected in the UK

regulatory framework. The Committee

will consider how to bring increased

rigour to the review of the Group’s

risks and risk appetite.

Finally, the Committee will continue

to focus on the risks associated with

climate change and the impacts of

those risks on the Group’s financial

statements.

GOVERNANCE

WHISTLEBLOWING

The Committee discussed the

Company’s whistleblowing procedure

and agreed that the committee chair

would act as external escalation for

any items which employees did not

feel comfortable raising directly with

management. No items had been

notified to the committee chair prior

to this report. Further information

on the Company whistleblowing

arrangements is available on pages

90 to 91.

TERMS OF REFERENCE

The Committee has reviewed and

adopted the Terms of Reference,

which are available on the Company’s

website. The Committee will, at

least annually, review its Terms of

Reference to ensure they remain

appropriate and robust.

COMMITTEE EFFECTIVENESS

REVIEW

Due to the short period since

admission, the Committee has

not undertaken an effectiveness

review. The Committee intends to

do this during 2022 once it is more

established.

CONTINUING EDUCATION

AND TRAINING

The entire Board has received

training on the current UK Corporate

Governance Code, and regularly

receives information and regulatory

updates that could affect the work of

the Committee.

Annual Report and Accounts EUROWAG

119

GOVERNANCE

The Remuneration Policy

proposed is considered

to underpin the Group’s

strategy, reflects best

practice, and ensures the

focus of the leaders is on

the continued long-term,

sustainable success of the

business.”

Sharon Baylay-Bell

Remuneration

Committee Chair

DEAR SHAREHOLDER,

I was appointed to the Board and

as Chair of the Remuneration

Committee on 7 September 2021 and

this report covers the period from

Incorporation on 3 August 2021 to

31 December 2021.

The Directors’ Remuneration Report

comprises the following three

sections:

• This Annual Statement, where

I summarise the work of the

Committee and our approach to



• The Directors’ Remuneration



on the work undertaken prior

to Admission and provides the

framework under which directors

will be paid over the next three



• The Annual Report on

Remuneration, which explains in

more detail how directors have

been paid since Incorporation and

how we intend to pay directors in

2022 under the new Policy.

REMUNERATION COMMITTEE

COMPOSITION

The Remuneration Committee was

established shortly prior to Admission.

I am joined on the Committee by

fellow Independent Non-Executive

Directors, Caroline Brown, Mirjana

Blume and Susan Hooper. I am

pleased to confirm that the

Committee has been constructed to

comply with the recommendations of

the UK Corporate Governance Code in

relation to independence, composition

and experience. The Committee’s

terms of reference can be found on

the Company’s corporate website.

REVIEW OF REMUNERATION

2021 was an extraordinary year for

Eurowag and it marked an exciting

step in its journey as we listed the

business on the London Stock

Exchange. In preparation for the

IPO, amongst the numerous and

significant concurrent workstreams,

the business undertook a thorough

review of its pay arrangements and

made certain changes to ensure

that, going forward, pay is aligned

with market expectations expected

of a FTSE 250 business, that good

governance features apply and that

there is an appropriate balance

between fixed and variable pay. This

included the introduction of a market

INTRODUCTION

I am pleased to present Eurowag’s

first Directors’ Remuneration Report

since our Admission to the London

Stock Exchange on 13 October 2021.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

120

GOVERNANCE

Remuneration Report

standard annual bonus scheme (with





both schemes designed to incentivise

sustainable growth over the medium to

long term.

I joined Eurowag as a Director towards

the end of the review process and take

comfort that the pay arrangements for

the senior team have been well thought

through, they are fit for purpose and

that there is an appropriate cascade

through the business.

DIRECTORS’ REMUNERATION

POLICY

At the Company’s first AGM in May

2022, the Directors’ Remuneration

Policy will be submitted to a binding

Shareholder vote. The Policy is

set out on pages 125 to 134 and

the key features of the Policy are

summarised below.

• Base salaries will be reviewed

annually and take into account

the individual’s experience,

performance, level of responsibility,

the scope and nature of the role.

Unlike most FTSE CEO’s, Martin



given he founded the business and

continues to retain a significant

shareholding in the Company. The

Committee considered carefully

how to position his base salary and

in agreement with Martin, his salary

has been set at €300,000, which is

below market levels compared to

CEO’s of similar sized businesses

on the UK market. The Company’s



has been set at €390,000 and will

next be reviewed in January 2023.

• Pension – the Executive

Directors do not receive any

company contributions towards

pension arrangements and, if

introduced, these will be no more

generous than the workforce

contribution rate.

• 

have the opportunity to earn 150%

of their base salary if stretching

targets are achieved. In 2022,

the CFO’s bonus opportunity has

been set at 125% of salary and

one-third of any bonus earned

will be deferred in shares for a

period of three years. The CEO

will not participate in the 2022

annual bonus.

• 

Directors and certain senior

executives will participate in

the Performance Share Plan,

under which the first award of

performance shares was granted

at Admission. A two-year post

vesting holding period applies

to awards granted to Executive

Directors. The maximum grant

level under the PSP is 150% of

salary and awards will be granted

annually with the CFO’s 2022

award to be granted later than

usual, after the interim results,

reflecting the receipt of her first

award in October 2021. The

CEO did not receive an award at

Admission and will not participate

in the 2022 PSP cycle.

• Governance features – in addition

to bonus deferral and pension

alignment, robust malus and

clawback provisions apply to the

incentive schemes, performance

share awards granted to

Executive Directors will have

a two-year holding period and

Executive Directors are subject to

shareholding guidelines (during



IPO ALL EMPLOYEE

BONUS AND LEGACY

ARRANGEMENTS

To celebrate Admission, the Company

awarded approximately 900 of

its employees (excluding Senior

Management and a number of other



of €500 per employee, subject to

having been with the Group for a

short period of qualifying service.

As disclosed in the prospectus, in

recognition of legacy entitlements

due to the CFO, she received an

additional “one-off” performance

share award (granted at the same

time as her normal performance



awards vest in April 2023 subject to

the achievement of adjusted EBITDA

per share targets for the financial year

ending 31 December 2022.

FY21 PERFORMANCE AND

PAY OUTCOMES

Shareholders will be aware that

we are operating in an economic

environment that is still dealing with

the headwinds of the pandemic and

supply-chain disruptions. Against

this backdrop, we are pleased to

have achieved a strong set of results,

in line with guidance we presented

during our IPO on the London Stock

Exchange in October 2021. It explicitly

proves the resilience of our business

model, and the mission-critical nature

of our customer value proposition.

We delivered strong net revenue



and Adjusted EBITDA of EUR 69.7

million for the year. Key performance

indicators also continue to provide

a solid base for further growth.

Furthermore, we have also continued

to invest in our future, completed

several business acquisitions

and delivered on our technology

transformation plans.

The single figure of total remuneration

payable for the period ended 31

December 2021, shown in this

report, is based on the period from

Incorporation on 3 August 2021 to

31 December 2021. The base salary,

pension and benefits are the amounts

paid over this period. The CEO did not

participate in the annual bonus and the

bonus value assigned to the CFO is the

pro rata amount of the full year bonus,

which was based on annual targets.

The CFO’s bonus measures were

based 80% on adjusted EBITDA and

20% on non-diesel revenues and were

based on very stretching targets.

The business achieved 19.0% growth

in adjusted EBITDA over the prior

year and this element of the bonus

paid out at 40.6% of maximum. Non-

diesel revenues grew by 20.3% and

this resulted in a payout of 34.2% of

maximum. The CFO’s overall bonus

outcome was 39.3% of maximum.

The Remuneration Committee

believes this outcome is appropriate

reflecting the strong financial delivery

of the business in the context of

demanding targets. The Committee

has not applied any discretion to

adjust the formulaic bonus outcomes.

Full disclosure of the targets and

achievement is provided in the Annual

Report on Remuneration.

The first PSP award was granted

at Admission and this is based on

earnings performance for the year

ending 31 December 2023. The

CFO’s one-off legacy award is based

Annual Report and Accounts EUROWAG

121

GOVERNANCE

on performance for the year ending

31 December 2022 and details of

both awards can be found in the

Annual Report on Remuneration.

As disclosed in the Prospectus, the

CFO and other senior management

also received shares in recognition

of services provided in connection

with the Global Offering. These

shares were awarded on Admission.

Recipients were able to sell sufficient

shares to settle any tax liability and

related subscription cost and the

net of tax number of shares have a

holding period of one year. This was a

one-off award that was agreed prior

to Admission and does not form part

of our ongoing post-IPO Policy.

OUR PEOPLE

Alongside the review of senior

executive pay arrangements, the

Company has also reviewed the

remuneration of employees at the

end of 2021, which resulted in

the average pay increase of 4.6%

and 500 employees receiving the

pay rise on 1 January 2022. When

identifying the eligibility for the pay

rise, the Company is using external

benchmarks, as well as key talent

review outcomes. The Company

has also put into place the policy

for the ‘Employee Share Plan’, which

enables the Company to award key

talent and experts with a long-term

incentive plan in order to retain them

in the organisation. The first awards

under this scheme are expected to

be granted by April 2022 after the

performance and talent reviews are

completed.

The Employee Engagement Survey

conducted at the end of 2020

indicated a good level of engagement

and the pulse survey undertaken

in Q3 2021 indicated that 77% of

employees feel engaged. During

2022, the Company has set up an

ambitious target to be amongst the

top 25% of technology companies in

Europe for employee engagement,

which would require the overall level

of engagement to be over 80% and

eNPS close to 30 points. The next

engagement survey will be conducted

in April 2022, and Group eNPS

features in the bonus scheme for

senior managers in 2022.

OPERATION OF THE POLICY

IN 2022

Subject to approval of the Directors’

Remuneration Policy at the 2022

Annual General Meeting, the

Committee intends to operate the

policy as follows for the current

financial year.

• Fixed pay – there will be no

change to fixed pay arrangements.

As set out in the Prospectus, the

CEO’s base salary is €300,000 p.a.

and the CFO’s salary is €390,000

p.a. and neither Director will

receive an increase in 2022 or a

Company contribution towards

pension.

• Annual bonus – the CFO’s bonus

will remain at 125% of salary,

below the proposed 150% of

salary policy limit. This will be

based on adjusted EBITDA targets





and customer and employee



provides an appropriate balance

between profit delivery, focusing

the business on ‘green’ revenues

and two of our key stakeholders,

the customer and our colleagues.

• Long-term incentives – it is

anticipated that the CFO will

receive an award of performance

shares with a face value of 150%

of base salary. As she was granted

an award at the time of Admission,

the 2022 award will be granted

later in the financial year, likely

to be after the announcement of

interim results. The awards will

vest after three years subject to

continued employment and the

satisfaction of adjusted earnings



relative total shareholder return



FTSE 250 excluding investment

trusts. Both conditions will be

measured over three financial

years commencing 1 January

2022. Eurowag’s base share price

for relative TSR measurement

purposes will be the IPO offer

price of 150 pence.

The Committee is aware of calls to

incorporate ESG metrics into incentive

schemes and intends to undertake

further work over the course of the

year on how best to do this.

CONCLUDING REMARKS

Considerable work was undertaken

prior to and directly after the IPO

to ensure the senior executive

remuneration arrangements are

aligned with good practice in the

UK, while also taking into account

the various jurisdictions within which

we operate and our employees are

based.

The Policy proposed for Shareholder

approval is considered to underpin

the Group’s strategy, reflect the

market environment, and provide a

strong support for ensuring the focus

of the leaders is on the continued

long-term, sustainable success of the

business.

We look forward to engaging with

Shareholders and other stakeholders

on an ongoing basis and I would

welcome any feedback or comments

on the Directors’ Remuneration Report

more generally.

Sharon Baylay-Bell

Chair of the Remuneration Committee

24 March 2022

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

122

GOVERNANCE

Remuneration Report CONTINUED

DIRECTORS’ REMUNERATION POLICY

This section sets out the Company’s first Directors’ Remuneration Policy, which has been prepared in accordance with





Admission to the London Stock Exchange and, subject to Shareholder approval, it is intended to apply for three years from

the date of its approval.

In anticipation of Admission, the Company undertook a review of the Group’s remuneration policy for senior employees,

including the Executive Directors, to ensure that it is appropriate for the listed company environment, taking into account

good practice in the UK and recognising the various jurisdictions in which the Company’s senior executives and employees

work and reside. In undertaking this review, the Remuneration Committee sought independent, specialist advice.

The members of the Committee bring their experience to bear and had the opportunity to discuss proposals without

management present to ensure that decisions are reached objectively and without inappropriate influence. No person

participates in decision relating to their personal remuneration.

The main features of the Directors’ Remuneration Policy were set out in the Prospectus and the full Policy is set out below.

OBJECTIVES OF THE POLICY

The Directors’ Remuneration Policy has been designed with the following objectives in mind:

• to attract, retain and motivate

the Executive Directors and

senior employees, incorporating

incentives that align with and

support the Group's business

strategy as it evolves, and which

align Executives to the creation of



• to continue to support the

Group’s growth ambitions,

with a significant proportion of

potential total remuneration to be

performance-related and delivered

in awards over the Company’s



• to ensure that pay is competitive

in the various markets in which the



• to ensure an appropriate and

fair transition from current

remuneration arrangements

(salaries and existing incentive



remuneration packages, while

taking into account the cost



• to encourage wider employee

share ownership across the



• to take into account good

practice requirements in the

UK, incorporating the necessary

structural features to ensure a

strong alignment to performance

and delivery of strategic goals.

Annual Report and Accounts EUROWAG

123

GOVERNANCE

The Remuneration Committee has considered the six factors listed in Provision 40 of the UK Corporate

Governance Code.

Clarity Simplicity Risk

The Policy is designed to be simple

and support long-term, sustainable

performance.

The Policy is in line with standard

UK-listed company practice and is

well understood by participants.

The Policy clearly sets out the limits

in terms of quantum, an overview of

the performance measures that can

be used and discretions that could

be applied if appropriate.

The Group’s arrangements are simple

and include a market standard

annual bonus and a single long-term

incentive plan.

There are no complex or artificial

structures required to deliver the

Policy.

Appropriate individual limits and caps

are set with appropriate weighting on

long-term performance to discourage

any inappropriate risk taking.

The Committee retains discretions to

override formulaic outturns.

When considering performance

measures and target ranges, the

Committee will take account of

the associated risks and liaise with

the Audit and Risk Committee as

necessary.

The long-term nature of a large

proportion of pay (through annual

bonus deferral, post-vesting

holding periods and post-cessation



encourages a long-term, sustainable

mindset.

Clawback and malus provisions are in

place across all incentive plans.

Predictability Proportionality Alignment to culture

The Policy contains appropriate caps

for each component of pay.

The potential reward outcomes are

easily quantifiable and are set out

in the illustrations provided in the

Policy.

Performance can be reviewed at

regular intervals to ensure there are

no surprises in outcomes at the end

of the performance period.

Incentive outcomes are contingent

on successfully meeting stretching

performance targets, which are

aligned to the delivery of the

Company’s strategy.

The Committee retains discretions to

override formulaic outturns.

The Policy encourages performance

delivery, which is aligned to the

culture within the business. However,

this performance focus is always

considered within an acceptable risk

profile.

The measures used in the variable

incentive plans reflect business

priorities and are aligned across the

Group.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

124

GOVERNANCE

Remuneration Report CONTINUED

Remuneration policy for Executive Directors

The following table summarises each element of the remuneration policy for the Executive Directors, explaining how

each element operates and links to the corporate strategy.

BASE SALARY

PURPOSE OPERATION MAXIMUM POTENTIAL

VALUE

PERFORMANCE

METRICS

• To provide a base level

of pay that helps us

recruit, retain and engage

high-calibre Executive

Directors.

• Recognises the

knowledge, skills and

experience of the

individual and reflects

the scope and size of

the role.

• Salaries are normally

reviewed, but not

necessarily increased,

annually with any

changes usually effective

from 1 January. An out

of cycle review may

be conducted if the

Committee determines it

is appropriate.

• When setting base

salaries, the Committee

takes into account a

number of factors,

including (but not



and experience of the

individual, the size

and scope of the role,

salary increases across

the Group, business

performance as well

as salary levels for

comparable roles in other

similarly sized UK and

comparable companies.

• There is no maximum

salary level.

• However, salary increases

are normally considered

in relation to the wider

salary increases across

the Group.

• Above workforce

increases may be

necessary in certain

circumstances such as

when there has been

a change in role or

responsibility or where

an Executive Director

has been appointed to

the Board on an initial

salary which is lower

than the desired market

positioning.

• Individual performance,

as well as the

performance of the

Group is taken into

consideration as part

of the annual review

process.

PENSION

PURPOSE OPERATION MAXIMUM POTENTIAL

VALUE

PERFORMANCE

METRICS

• To provide cost-effective

retirement benefits.

• The Executive Directors

may receive a pension

contribution to a company

pension scheme or in the

form of a cash allowance

in lieu of pension.

• Pension allowances are

normally paid monthly

and are not bonusable.

• Pension provision is

no more generous

than any applicable

local arrangements

implemented for other

employees.

• Where provided,

pension contributions

for Executive Directors

are capped at that of the

wider local workforce

(which, for UK employees,



• Not applicable.

Annual Report and Accounts EUROWAG

125

GOVERNANCE

BENEFITS

PURPOSE OPERATION MAXIMUM POTENTIAL

VALUE

PERFORMANCE

METRICS

• To provide competitive,

cost-effective benefits,

which helps to recruit and

retain Executive Directors.

• Benefits may include

insurances such as life

and accident insurance,

private medical and

dental cover, mobile

telephone, use of a

company car or a car

allowance, fuel card,

travel allowances and

other market standard

benefits provided across

the Group from time

to time.

• Other benefits, such as

residency allowances,

air travel where located

away from home, tax

return preparation costs,

relocation expenses, tax

equalisation, expatriate

arrangements or support

in meeting specific

related costs incurred

may be provided as

necessary.

• Reasonable business-

related expenses

(including any tax thereon

if determined to be a



reimbursed.

• There is no specific

maximum, although it is

not expected to exceed a

normal market level.

• The value of benefits will

vary based on the cost to

the Company of providing

the benefits.

• Not applicable.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

126

GOVERNANCE

Remuneration Report CONTINUED

ANNUAL BONUS

PURPOSE OPERATION MAXIMUM POTENTIAL

VALUE

PERFORMANCE

METRICS

• To incentivise and reward

for the delivery of annual

corporate targets aligned

to the business strategy.

• To align with

Shareholders’ and wider

stakeholders’ interests.

• The Annual Bonus is

subject to performance

measures and objectives

set by the Committee for

the financial year.

• At the end of the

performance period, the

Committee assesses

the extent to which the

performance targets

have been achieved

and approves the final

outcome.

• In respect of any bonus

earned for performance in

2022 and thereafter, one-

third of any bonus earned

will be deferred in shares,

normally for three years

under the Deferred Bonus



in respect of which,

dividend equivalents may

apply to the extent such

deferred awards vest.

• Malus and clawback

provisions apply as set

out on page 131.

• Bonus awards are

payable at the

Committee’s discretion.

• The annual bonus policy

maximum is 150% of base

salary.

• The target annual bonus

opportunity is normally

set at 50% of the

maximum.

• The amount payable

for achieving threshold

performance is up to

25% of the maximum. If

the threshold level is not

achieved, no payment will

arise for the portion of

bonus against that metric.

• The Committee will

determine the relevant

measures and targets

each year taking into

account the key strategic

objectives at that time.

• Performance measures

may include financial,

strategic, operational,

ESG and/or personal

objectives.

• The majority of the

performance measures

will be based on financial

performance.

• The Committee sets

targets that are

challenging, yet realistic

in the context of the

business environment at

the time and by reference

to internal business plans

and external consensus.

Targets are set to ensure

there is appropriate level

of stretch associated

with achieving the top

end of the range but

without encouraging

inappropriate risk taking.

• The Remuneration

Committee has the

discretion to adjust

formulaic outcomes if

the Committee believes

that such outcome is

not a fair reflection

of business and/or

individual performance,

including consideration of

Shareholder and broader

stakeholder views.

Annual Report and Accounts EUROWAG

127

GOVERNANCE



PURPOSE OPERATION MAXIMUM POTENTIAL

VALUE

PERFORMANCE

METRICS

• To incentivise and reward

for the delivery of long-

term performance and

sustainable shareholder

value creation.

• To align with

Shareholders’ interests

and to foster a long-term

ownership mindset.

• An annual award of

performance shares

under the Performance



normally vest after a

period of not less than

three years, and subject

to continued employment

and the achievement of

performance conditions.

• Vested awards are

subject to a further

holding period applying

at least until the fifth

anniversary of grant,

during which they

may not ordinarily

be sold (other than

to pay relevant tax



• Dividend equivalents may

accrue over the period

from grant until the later

of vesting and the expiry

of any holding period.

• Malus and clawback

provisions apply as set

out on page 131.

• The maximum annual

award is 150% of salary.

• The proportion of the

award, which may vest for

threshold performance,

will be no more than 25%

of the maximum award. If

the threshold level is not

achieved, no vesting will

arise against that metric.

• Performance conditions,

weightings and target

ranges will be determined

prior to grant each year to

align with the Company’s

longer-term strategic

priorities at that time.

• The measures, which may

be considered include

financial and Shareholder

value metrics, as well as

strategic, non-financial

measures. In normal

circumstances, financial

or Shareholder value

measures will make up

the majority of the long-

term incentive.

• The Remuneration

Committee has discretion

under the PSP, in line

with the UK Corporate

Governance Code, to

adjust the level of vesting

that would otherwise

result (for example, that

would otherwise result

by reference to formulaic



discretion would only

be used in exceptional

circumstances and

may take into account

corporate and personal

performance.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

128

GOVERNANCE

Remuneration Report CONTINUED

ALL EMPLOYEE SHARE PLANS

PURPOSE OPERATION MAXIMUM POTENTIAL

VALUE

PERFORMANCE

METRICS

• To encourage wider share

ownership across all

employees, including the

Executive Directors.

• To align with

Shareholders’ interests

and to foster a long-term

mindset.

• Executive Directors may

participate in all employee

schemes on the same

basis as other eligible

employees.

• While no scheme is

currently in place,

the Policy permits

participation in a Share

Incentive Plan, a Save



scheme or any other all-

employee share scheme if

introduced during the life

of this Policy.

• Limits are in line with

those set by HMRC.

• Not applicable.

SHAREHOLDING REQUIREMENTS

PURPOSE OPERATION MAXIMUM POTENTIAL

VALUE

PERFORMANCE

METRICS

• To align with

Shareholders’ interests

and to foster a long-term

mindset.

• Executive Directors will

normally be expected to

retain shares, net of sales

to settle tax, until they

have met the required

shareholding.

• Progress towards the

guideline will be reviewed

by the Committee on an

annual basis.

• The shareholding

requirement will

continue to apply for

a period of two years

after termination of

employment, with the

obligation being to

retain the lower of the

shareholding requirement

or those shares held

towards the shareholding

requirement at the date

of termination. The

shareholding requirement

will halve upon the

commencement of the

second year following

termination.

• The shareholding

requirement for Executive

Directors is 200% of base

salary.

• The equivalent net value

of unvested Ordinary

Shares subject to any

awards held by an

Executive Director to

which only time-based

vesting or a holding

period applies will count

towards the shareholding

requirement.

• Not applicable.

Annual Report and Accounts EUROWAG

129

GOVERNANCE





FEES

PURPOSE OPERATION MAXIMUM POTENTIAL

VALUE

PERFORMANCE

METRICS

• To provide a competitive

fee to attract NEDs

who have the requisite

skills and experience

to oversee the

implementation of the

Company’s strategy.

• Fees for the Chairman are

set by the Committee.

• Fees for the other NEDs

are set by the Board,

excluding the NEDs.

• Fees are reviewed, but

not necessarily increased,

annually. Fee increases are

normally effective from 1

January.

• Fee levels are determined

based on an estimate

of the expected time

commitments of each

role and by reference to

comparable fee levels

in other companies

of a similar size and

complexity.

• Additional fees are payable

to the Senior Independent

Director and Chairman of

the Audit and Risk and

Remuneration Committees

(or any other Committee



to reflect their additional

responsibilities and a fee

is payable for acting as a

member of one or more

of such Committees.

Additional fees may be

payable for ESG-related

responsibilities and being

the NED designated for

engagement with the

workforce for the purposes

of the UK Corporate

Governance Code.

• Higher fees may be paid

to a NED should they

be required to assume

executive duties on a

temporary basis.

• The NEDs and the

Chairman are not eligible

to receive benefits and

do not participate in

pension or incentive

plans. Business expenses

incurred in respect of

their duties including

international travel and

accommodation for

meetings (including



reimbursed.

• There is no maximum fee

level.

• Not applicable.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

130

GOVERNANCE

Remuneration Report CONTINUED

NOTES TO THE POLICY TABLE

DIFFERENCES BETWEEN

DIRECTORS’ REMUNERATION AND

EMPLOYEES’ PAY

The key difference between senior

executives’ pay and that of the

workforce is participation in variable

pay schemes. Senior executive

remuneration arrangements

are more aligned to Company

performance due to the level of

their business influence, with high

focus on business performance

and Shareholder alignment. For

our employees, a significant factor

in determining remuneration is

the individual’s performance with

appropriate retention initiatives

focusing on high and key performers.

Over half of our employees participate

in an annual bonus arrangement.

Participation in the new share-based



the most senior people and those

with greater influence on Group

performance outcomes and the share

price. The value of each element of the

package that an employee may receive

will vary according to the employee’s

seniority and level of responsibility.

SELECTION OF PERFORMANCE

MEASURES AND TARGETS

The Remuneration Committee

determines the performance

measures applying to the Annual

Bonus and PSP based on the

strategic priorities of the Group at

the time. The measures and their

weightings may change from year

to year to reflect the needs of the

business.

Measures used may include

financial (such as net revenue,

Adjusted EBITDA and Adjusted



sustainability goals, total shareholder

return, and personal or individual

objectives. The use of such measures

is intended to ensure performance

is assessed on a rounded basis

and is appropriately aligned to the

Group’s KPIs.

The targets for both the Annual Bonus

and PSP are set after considering

internal business plans, economic

forecasts and, to the extent it exists,

external analyst consensus. The

target range is calibrated so that it

is realistic yet requires stretching

outperformance to achieve the

top end.

RECOUPMENT



The incentive pay awards made

by the Company are subject to

provisions that allow it to recover

any value delivered (or which would



with any variable award including

Annual Bonus, DBSP and PSP awards

in exceptional circumstances, and

where it believes that the value of

those variable pay awards is no

longer appropriate.

The malus and clawback provisions

can be used in the following

circumstances:

• 

• An error of calculation (including

on account of inaccurate or



• An action or conduct that amounts



• An instance of corporate

failure (e.g. administration or



• A significantly adverse impact on

the Group’s reputation.

Clawback may be affected in the

period of three years following the

determination of a bonus or the

vesting of a DBSP or PSP award.

DISCRETIONS RETAINED

BY THE COMMITTEE IN

OPERATING THE INCENTIVE

PLANS

The Committee operates the Group’s

incentive plans according to their

respective rules and in accordance

with HMRC and Listing rules where

relevant. To ensure the efficient

operation and administration of these

plans, the Committee may apply

certain discretions.



the following:

• Determining the participants in

the plans.

• Determining the timing of grants

and/or payments.

• Determining the size of grants

and/or payments (within the limits



• Determining the appropriate

choice of measures, weightings

and targets for the incentive plans

from year to year including any

use of discretion to amend the

outcome, as appropriate.

• Determining ‘good leaver’

status and the extent of vesting

and or payment under the

incentive plans.

• Determining the extent of vesting

of awards under share-based

plans in the event of a change of

control.

• Making any appropriate

adjustments required in certain

circumstances (e.g. rights issues,

corporate restructuring events,

variation of capital and special



While performance conditions will

generally remain unchanged once

set, the Remuneration Committee

may vary the performance

conditions applying to any award

after it is granted if an event occurs,

which causes the Remuneration

Committee to consider that it

would be appropriate to amend the

performance conditions, provided

the Remuneration Committee acts

fairly and reasonably in making

the alteration and, in the case of

awards to the Company’s Executive

Directors, the amended performance

conditions are not materially more

or less challenging than the original

conditions would have been but for

the event in question.

LEGACY ARRANGEMENTS

As set out in the Prospectus, the

Company has various legacy share

and cash arrangements, some of

which remain subject to time vesting

and/ or performance conditions post-

IPO. For the current CFO this included

a one-off award under the PSP in

recognition of legacy entitlements

foregone. The CFO also received an

award of bonus shares in recognition

of her contribution to the Global

Offering. These are summarised

further in the Annual Report on

Remuneration.

This Policy gives authority to the

Company to honour any commitments

entered into with current directors

prior to the Company’s Admission or

to internally promoted future directors

prior to their appointment. Details

of any payments under the legacy

arrangements will be set out in future

Directors’ Remuneration Reports as

they arise.

Annual Report and Accounts EUROWAG

131

GOVERNANCE

STATEMENT OF

CONSIDERATION OF

SHAREHOLDER VIEWS

In considering the operation of the

Policy, the Committee takes into

account the published remuneration

guidelines and specific views of

Shareholders and proxy voting

agencies. The Committee will

consider Shareholder feedback

received in relation to the AGM

each year and the reports from

Shareholder representative bodies

more generally. The Committee will

consult with the Company’s larger

Shareholders, where considered

appropriate, regarding changes to

the operation of the Policy and when

the Policy is being reviewed and

brought to Shareholders for approval.

Furthermore, the Committee will

consider specific concerns or matters

raised at any time by Shareholders on

remuneration.

STATEMENT OF

CONSIDERATION OF

EMPLOYMENT CONDITIONS

ELSEWHERE IN THE GROUP

The Committee will be provided

with an update, at least annually,

of pay and employment conditions

throughout the Group. This will

include details of base salary

increases, bonus award levels, share

scheme participation across the

Group workforce as well as more

information on the salaries and

proposed increases for the Executive

Committee and Senior Leadership

Team. The Committee will review and

agree all grants of share awards.

Although the Committee has

not, to date, formally consulted

with employees on matters of

remuneration policy, the Committee

will ensure there is appropriate

liaison with the designated NED

for workforce engagement on

remuneration matters. Employee

engagement scores and other

internal surveys will be considered as

appropriate.

RECRUITMENT OF EXECUTIVE



REMUNERATION

The ongoing remuneration package

for any new Executive Director will

be set in accordance with the terms

of the Policy in place at the time of

appointment. The principles, which

will be applied, are set out below:

• Base salary – will be set at an

appropriate level taking into

account the skills and experience

of the individual, the criticality

and nature of the role and the

geography in which the role

competes or is recruited from.

If the base salary is set below

market on appointment to reflect

experience, there will be an

expectation that subsequent

increases may be above those

of the wider workforce to bring

this into line with the desired

level as the individual develops

in the role. In some cases, it

may be necessary to set a new

recruit’s salary above his or

her predecessor’s salary. The

Committee is mindful that the

Company should avoid paying

more than is necessary to recruit

the desired candidate.

• Benefits – will be in line with

those offered to other employees

in the same location and take

account of any local market

norms. In addition, the Committee

recognises that it may need to

meet certain relocation expenses,

expatriate benefits, temporary

accommodation and travel

expenses, as appropriate.

• Pension – will be in line with

that offered to local or wider

workforce norms.

• Annual Bonus – will be operated

in line with the terms set out

in the Policy table and will be

pro-rated in the year of joining

to reflect the period of service

rendered during the financial

year. Depending on the timing

of the appointment, it may be

necessary for the Committee

to use alternative performance

measures for the remainder of the

initial performance period.

• 

with the terms set out in the

Policy table. An award may be

made shortly after appointment



• Buy-out awards – the Committee

may consider offering additional

cash and/or share-based elements

to replace remuneration forfeited

by an individual on leaving their

previous employment when it

considers these to be necessary

to facilitate the appointment

and in the best interests of the

Company and its Shareholders.

Any buy-out arrangements will be

made under the existing incentive

plans or the relevant provision of

the UKLA Listing Rules and would,

as far as possible, be delivered on

a like-for-like basis taking account

of the nature, time horizons and

any performance requirements

attached to the awards forfeited.

For an internal appointment, any

variable pay element or benefit

awarded in respect of the prior role

may be allowed to continue on its

original terms. For the avoidance of

doubt, this includes any remuneration

arrangements in place prior to the

Company’s Admission.

On appointment of a new Chairman of

the Board or NED, the fees will be set

taking into account the experience

and calibre of the individual and

the prevailing rates of other Non-

Executives in similar sized companies

at the time.

EXECUTIVE DIRECTORS’

SERVICE CONTRACTS

The CEO’s and CFO’s service

contracts are terminable by either

party on six months’ notice and

any contracts for newly appointed

Executive Directors will provide

for equal notice in the future and a

maximum of 12 months. The date of

each service contract is noted in the

table below:

Date of service

contract





7 September

2021





7 September

2021

* CEO and CFO were appointed as Directors of

W.A.G payment solutions plc on 3 August 2021

Executive Directors’ service

agreements are kept available for

inspection at the Company’s Single

Alternative Inspection Location.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

132

GOVERNANCE

Remuneration Report CONTINUED

EXECUTIVE DIRECTORS’

EXTERNAL APPOINTMENTS

Executive Directors may accept

external appointments as Non-

Executive Directors of other

companies with the specific approval

of the Board in each case. Any fees

payable will be retained by the

Executive Directors.



TERMS OF APPOINTMENT

The NEDs do not have service

contracts with the Company but

instead have letters of appointment.

The appointments of each of the

Independent Non-Executive Directors

are for an initial term of three years

from the date of appointment, unless

terminated earlier until the conclusion

of the Company’s Annual General

Meeting occurring approximately

three years from that date. The

appointment of each Independent

Non-Executive Director is also subject

to annual re-election at the General

Meeting of the Company.

The date of appointment for each

NED is shown in the table below.

Date of

appointment

Paul Manduca 7 September

2021

Joseph Morgan

Seigler

7 September

2021

Mirjana Blume 7 September

2021

Caroline Brown 7 September

2021

Sharon

Baylay-Bell

7 September

2021

Susan Hooper 7 September

2021

The Chair’s appointment is

terminable on six months’ notice or,

at the Company’s sole and absolute

discretion, the appointment can be

terminated with immediate effect

in return for a payment in lieu of

notice. The Company has the ability

to terminate the Chair’s appointment

with immediate effect without

paying compensation. The Non-

Executive Directors’ appointment is

terminable on one month’s notice or,

at the Company’s sole and absolute

discretion, the appointment can be

terminated with immediate effect in

return for a payment in lieu of notice.

The Company has the ability to

terminate a Non-Executive Director’s

appointment with immediate effect

without paying compensation.

POLICY ON PAYMENT FOR

DEPARTURE FROM OFFICE

On termination of an Executive

Director’s service contract, the

Committee will take into account

the departing Director’s duty to

mitigate their loss when determining

the amount of compensation. The

Committee’s policy is described below

and will be implemented, taking into

account the contractual entitlements,

the specific circumstances for

the departure and the interests of

Shareholders:

• Base salary, benefits and pension



party, the Executive Director can

continue to receive base salary,

benefits and pension for the

duration of their notice period.

The Executive Director may be

asked to perform their normal

duties during their notice period,

or they may be put on garden

leave. The Company may, at its

sole discretion, terminate the

contract immediately, at any

time after notice is served, by

making a payment in lieu of notice

equivalent to base salary only,

with any such payments being

paid in monthly instalments over

the remaining notice period. The

Executive Director will normally

have a duty to seek alternative

employment and any outstanding

payments will be subject to

offset against earnings from any

new role.

• Annual bonus – if an Executive

Director ceases to be employed

or is under notice of termination

for any reason prior to the date

that a bonus is due to be paid, no

bonus shall be payable. In certain

good leaver circumstances (death,

injury or disability, redundancy,

retirement, their office or

employment being in a company

which ceases to be a Group

member or for any other reason



Committee may determine that a

bonus shall continue to be paid at

the normal time and the bonus will

typically be subject to a time pro

rata reduction. Any DBSP awards

will lapse upon cessation, except

in good leaver situations as set

out above. In such cases, awards

will normally vest on their normal

vesting dates but the Committee

may decide to vest awards upon

cessation of employment. The

Committee may apply a pro-

rata reduction if it decides it is

appropriate to do so.

• PSP awards – unvested

performance share awards

will lapse upon cessation. In

certain good leaver situations,

performance shares will normally

be retained by the individual

for the remainder of the vesting

period and remain subject to the

relevant performance conditions

and ordinarily subject to a pro

rata reduction for time. The

Committee will retain discretion

to assess performance and allow

awards to vest at an earlier date if

considered appropriate.

Any outstanding SIP and/or SAYE

awards will be treated in line with

HMRC regulations.

Disbursements, such as legal costs

and outplacement fees, may be

payable as appropriate.

The Committee retains the authority

to settle any legal claims against the

Company, if considered to be in the

best interests of Shareholders.

Annual Report and Accounts EUROWAG

133

GOVERNANCE

ILLUSTRATION OF THE POLICY

The chart below sets out the potential values of the remuneration package of the Executive Directors for FY22 under

various performance scenarios.

€2,000

€1,750

€1,500

€1,250

€1,000

€750

€500

€250

€0

€314

100% 100% 100% 100%

100% 51%

30%

18%

28% 23%

33% 27%

39% 33%

17%

(000s)

Minimum On-target MaximumMax with

growth

Minimum On-target MaximumMax with

growth

€314 €314 €314

€414

€804

€1,486

€1,779

CEO CFO

n Share price growth n Long-term incentive n Annual bonus n Fixed

The chart is based on the following assumptions

MINIMUM

Comprises the value of salary, benefits and pension and assumes no payout under incentive schemes. The CEO does

not participate in the annual bonus or PSP.

Salary represents annual salary as at 1 January 2022. The benefits values have been estimated based on 2021 benefit

costs annualised.

Executive Directors currently do not participate in a pension scheme.



Target performance comprises an annual bonus payout of 50% of maximum and PSP vesting at 25% of maximum with

no share price appreciation.

MAXIMUM





MAX WITH GROWTH

As per the Maximum scenario, but with an assumed increase of 50% in the value of the PSP award to take account of

potential share price appreciation.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

134

GOVERNANCE

Remuneration Report CONTINUED

Annual Report on Remuneration

This section of the Directors’

Remuneration Report describes the

operation of the Remuneration Policy.

REMUNERATION COMMITTEE

ROLES AND RESPONSIBILITIES

The Remuneration Committee

assists the Board in determining

its responsibilities in relation

to remuneration and workforce

engagement, including making

recommendations to the Board on

the Company’s policy on executive

remuneration, setting the over-

arching principles, parameters

and governance framework of the

Company’s Remuneration Policy

and determining the individual

remuneration and benefits package

of each of the Company’s Executive

Directors and senior management.

Remuneration Committee members

and meetings

The Remuneration Committee

was established shortly prior to

Admission. The Committee currently

comprises the four Independent Non-

Executive Directors.

• 

• Caroline Brown

• Mirjana Blume

• Susan Hooper

The Chairman, the Chief Executive

Officer, the Chief Financial Officer and

the Chief People Officer are invited

to attend meetings by invitation to

provide valuable input. However, no

Director plays any part in determining

their remuneration.

The Remuneration Committee is

required to meet at least three times

a year. The terms of reference of

the Remuneration Committee covers

such issues as membership and the

frequency of meetings, as mentioned

above, together with requirements for

the quorum for and the right to attend

meetings, reporting responsibilities

and the authority of the Remuneration

Committee to carry out its duties.

Further details on the roles and

responsibilities of the Committee are

disclosed in the terms of reference,

which can be found on the Company’s

corporate website.

KEY ACTIVITIES DURING THE YEAR

The Committee held one meeting

during the period from Admission to

31 December 2021 and all members

of the Remuneration Committee

were present. The members of the

Remuneration Committee also met

on a number of occasions prior to

Admission.

The Remuneration Committee had

undertaken the following activities in

this period:

• Approved the new Remuneration

Policy and certain elements of its

operation, which became effective

from Admission, such as base



• Received an update from

advisors on market practice and



• Received an interim update on the

likely outcome of the 2021 annual



• An initial consideration of

performance measures to apply to

the 2022 incentive schemes.

EXTERNAL ADVISER

The Company received advice from

FIT Remuneration Consultants LLP



tender process and FIT were retained

by the Remuneration Committee

following Admission. FIT assisted

the Remuneration Committee in

the development of the Directors’

Remuneration Policy and on

implementation related matters. FIT

is a signatory to the Remuneration

Consultants’ Code of Conduct and

has confirmed to the Committee

that it adheres in all respects to the

terms of the Code. The fees for the

advice provided for the period to

31 December 2021 were £35,572



FIT provided share plan technical

services to the Company during the

year but provides no other services

to the Company and the Committee is

satisfied that it receives independent

and objective advice.

Annual Report and Accounts EUROWAG

135

GOVERNANCE



The disclosures only cover the period from Incorporation. However, amounts below include the annual bonus as it

related to a period including the period from Incorporation to the end of the financial year.

EUR

Martin

Vohánka

1, 5

Magdalena

Bartoś

1, 5

Paul

Manduca

Sharon

Baylay-

Bell

Caroline

Brown

Mirjana

Blume

Joseph

Morgan

Seigler

Susan

Hooper

Fixed

Pay

Salary/Fees 125,635 147,087 121,508 28,051 29,921 28,424 – 24,311

Benefits

8,218 13,562 – – – – – –

Variable

Pay

Annual Bonus

– 79,319 – – – – – –

LTIPs – – – – – – – –

Other

4, 8

– 547,335 – – – – – –

Total Remuneration 133,853 787,303 121,508 28,051 29,921 28,424 – 24,311

Total Fixed 133,853 160,649 121,508 28,051 29,921 28,424 – 24,311

Total Variable – 626,654 – – – – – –

Base salaries were reviewed at the time of Admission. The CEO’s salary was unchanged at €300,000 p.a. The CFO’s salary was set at €390,000 from

the date of her new service agreement, 7 September 2021

Benefits consisted of life insurance, private medical and dental insurance, residency allowance, air travel, reimbursement of tax return preparation

costs, use of company car, fuel card and travel allowances

The annual bonus is the bonus earned from the period of Incorporation to 31 December 2021 and was based on the salary in place upon Admission.

The bonus targets and their achievement are shown later in the next section of this report





period of one year

The current Executive Directors have not participated in a private pension arrangement during the period under review

Joseph Morgan Seigler has been appointed to the Board by TA Associates. He does not receive a fee for his services

The Non-Executive Directors’ fees represent the period from their appointment on 7 September 2021 to the end of the financial year. Chairman Paul

Manduca provided consultancy services to the Group in the period from incorporation to appointment on 7 September 2021 amounting to €13,045,

which were included in the fixed pay for the period

On 10 September 2021 the CFO purchased 37,822 shares of W.A.G. payment solutions, a.s. at a 50% discount, which were exchanged for 190,181 shares

of the Company on 7 October 2021. The reported amount of €147,335 represents the market value of the discount



The CEO does not participate in the annual bonus. For the CFO the maximum opportunity for 2021 was 125% of salary.





Performance measure Weighting

Threshold

(10% Payable)

Max

(100% Payable)

Actual FY21

achievement

Bonus

outcome (% of

total bonus)

Adjusted ebitda 80% €67.39m €74.24m €69.72m 40.61%

Non-diesel revenue 20% €59.62m €68.49m €62.00m 34.15%

The Committee considered the formulaic outturn in the context of wider Company and individual performance and felt

that the result was warranted. Therefore, no discretion was used to alter the outturn.



bonus arrangements were agreed and put in place prior to Admission and at the time it was agreed that payment of this

bonus will be made in cash. However, from 2022, in line with the proposed Directors’ Remuneration Policy, one-third of

any bonus earned will be deferred into shares for three years.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

136

GOVERNANCE

Remuneration Report CONTINUED



The CEO does not participate in the PSP. At Admission, PSP awards were granted to the CFO and other senior

executives. Details of the CFO’s award are set out in the table below.

Date of grant

No. of

granted

Share price

on date of

grant

Face value

of award

Award as %

salary Vesting date



normal PSP 13 October 2021 333,333 £1.50 £500,000

150%

13 October 2024



These PSP awards were granted as nominal cost options and will ordinarily vest on the third anniversary of their grant

date, subject to continued service and the Remuneration Committee’s assessment of the extent to which the award’s

performance conditions are satisfied. A post vesting holding period applies to the awards granted to the CFO during



of the vesting of her award.

This PSP award is subject to sliding scale adjusted EBITDA performance targets, which were disclosed in the

Prospectus and have since been re-expressed as adjusted EBITDA per share for the financial year ending 31 December

2023. The targets set out below require significant growth on 2020 adjusted EBITDA.

Normal award performance shares vesting

(% of awards)

Adjusted EBITDA/share equivalent for

FY ending 31 December 2023

0% 

25% 13.79 cents

100% 

Vesting will be determined on a straight-line basis for performance between 13.79 cents and 15.39 cents.



As explained in the Committee Chair’s statement, in recognition of various legacy entitlements pre-IPO, the CFO was

granted at Admission one off, not to be repeated, PSP awards, which do not form part of the ongoing Remuneration

Policy. The award was over shares with a face value of €1,200,000.

Date of grant

no. of awards

granted

Share price on

date of grant

Face value of

award Vesting date

 13 October 2021 683,760 £1.50 £1,025,640

April 2023



This PSP award is subject to sliding scale adjusted EBITDA performance targets, which have been re-expressed

as adjusted EBITDA per share for the financial year ending 31 December 2022. The targets set out below require

significant growth on 2020 EBITDA.

One off performance shares vesting (% of awards)

Adjusted EBITDA/share equivalent for FY

ending 31 December 2022

0% 

25% 11.61 cents

100% 

Vesting will be determined on a straight-line basis for performance between 11.61 cents and 12.34 cents.

Annual Report and Accounts EUROWAG

137

GOVERNANCE



Audited

owned

outright as at

31 December

2021

Subject to

a holding

period

Awards

unvested and

subject to

performance

conditions

Options

unvested and

not subject to

performance

conditions

Options

vested but

not exercised

Shareholding

as a

percentage of

salary

Shareholding

requirement

met (200%

salary)

Executive Directors



325,061,688 – – – – 116,931% YES



190,181 133,970 1,017,093 – – 90% NO

Non-Executive Directors

Paul Manduca 100,000 – – – – – –

Joseph Morgan

Seigler – – – – – – –

Mirjana Blume 13,913 – – – – – –

Caroline Brown – – – – – – –

Sharon Baylay-Bell 35,000 – – – – – –

Susan Hooper – – – – – – –







which are subject to a 12-month holding period

The shareholding as a percentage of salary is based on shares owned outright and the net of tax number of other

awards which are not subject to ongoing performance conditions.

The middle market share price at the close of business on 31 December 2021 was £0.917 and the range of the middle

market price during the period since Admission until 31 December 2021 was £1.537 to £0.900.

Since the year end there have been no changes in the shareholdings shown in the table above.

PERFORMANCE GRAPH AGAINST FTSE250

The chart below shows the value of £100 invested in the Company on IPO compared with the value of £100 invested

in the FTSE 250 Index at the same date and the movement in value until 31 December 2021. We have chosen the FTSE

250 Index as it provides the most appropriate and widely recognised index for benchmarking the Company’s corporate

performance since IPO.

TOTAL SHAREHOLDER RETURN



140

120

100

12/10/2021 12/10/2021 12/10/2021 12/10/2021 12/10/2021 12/10/2021 12/10/2021 12/10/2021 12/10/2021 12/10/2021 12/10/2021 12/10/2021

W A G Payments

FTSE 250 Index

TSR – Value of a 100 unit investment made at Admission

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

138

GOVERNANCE

Remuneration Report CONTINUED

CEO single figure history FY21

Total remuneration €133,853

Annual bonus as % of max N/A

PSP shares vesting as % of max N/A

The CEO does not participate in the annual bonus nor any share incentive plans. His total remuneration for 2021 is

based on fixed pay received between Incorporation and 31 December 2021.

CEO PAY RATIO

The Company does not have 250 UK employees and, therefore, has no statutory requirement to publish a CEO pay

ratio. The Committee will continue to review the appropriateness of publishing pay ratios in the future.

RELATIVE IMPORTANCE OF SPEND ON PAY

In view of the fact that the Company only listed in October 2021, there are no distributions or buy-backs in the current

year, nor any comparable year-on-year change to disclose. Full disclosure will be presented in the Annual Report on

Remuneration for 2022.

PERCENTAGE CHANGE IN DIRECTORS’ REMUNERATION AND EMPLOYEE PAY

In view of the fact that the Company only listed in October 2021, there is no comparable year-on-year change to

disclose. Full disclosure will be presented in the Annual Report on Remuneration for 2022.



No payments for loss of office, nor payments to former Directors were made during 2021.

STATEMENT OF SHAREHOLDING VOTING

This is the first Policy and Directors’ Remuneration Report submitted to Shareholders. Disclosure of the voting results at

the 2022 AGM will be presented in the Annual Report on Remuneration for 2022.

Annual Report and Accounts EUROWAG

139

GOVERNANCE

IMPLEMENTATION OF POLICY FOR FY22

COMPONENT OF PAY IMPLEMENTATION FOR FY22

Base Salaries 



The base salaries for Executive Directors were set at IPO and there will be no increase for

2022. Across the Group the average pay increase for 2022 is 4.6%

Benefits and pension The current Executive Directors do not receive any pension contributions or allowance

No changes to benefit provisions.

Annual Bonus The CEO does not participate in the annual bonus. The maximum bonus opportunity for



deferred into shares for three years.

Subject to the following performance conditions:

• 

• 

• 

The target ranges are not disclosed prospectively as they are commercially sensitive, but

will be reported next year following the performance year.

LTIP The CEO will not participate in any share incentives. The CFO will be granted an award of



CFO was granted an award at Admission, her 2022 award will be granted after the interim

results and this will be subject to the following performance conditions measured over three



• 

financial year. None of this part of the award will vest for adjusted basic EPS of less than



basis to full vesting for 11.5 cents or higher.

• 



share price at the start of the performance period relative to the offer price, for the

purposes of this award, Eurowag’s base share price will be the IPO offer price of 150

pence. Therefore, significant recovery of the share price will be required for this part of

the award to have value.

NED fees 

• Chairman fee: £290,000

• Non-Executive Director base fee: £60,000

• Senior Independent Director fee: £11,000

• Audit and Risk Committee Chair fee: £15,000

• Remuneration Committee Chair fee: £10,000

• Designated ESG Director additional fee: £10,000

• Member of Audit, Nomination or Remuneration Committees: £5,000

On behalf of the Board

Sharon Baylay-Bell

Chair of the Remuneration Committee

24 March 2022

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

140

GOVERNANCE

Remuneration Report CONTINUED

Annual Report and Accounts EUROWAG

141

GOVERNANCE

The Directors present the Annual

Report, together with the audited

consolidated financial statements for

the year ended 31 December 2021.

The Directors’ Report, together with

the Strategic Report on pages 01

to 93, represent the management

report for the purposes of compliance

with The Disclosure Guidance and

Transparency Rules 4.1.R.

CORPORATE GOVERNANCE

STATEMENT

The information that fulfils the

requirements of the corporate

governance statement for the

purposes of the FCA’s Disclosure

Guidance and Transparency Rules can

be found in the corporate governance

information on pages 102 to 108 (all

of which forms part of this Directors’



ARTICLES OF ASSOCIATION

AND POWERS OF

THE DIRECTORS

The Company’s Articles of



the rules relating to the powers

of the Company’s Directors and

their appointment and replacement

mechanisms. The Articles may only

be amended by special resolution at a

General Meeting of the Shareholders.

The Articles provide that the business

of the Company shall be managed by

the Board, which may exercise all the

powers of the Company, subject to

the Statutes, these articles and any

special resolutions of the Company.

The Articles of Association can be

found at: https://investors.eurowag.

com/investors/ipo-information.

DIRECTORS

As at the date of this report, the

Board is comprised of two Executive

Directors, five Independent

Non-Executive Directors and one

Non-Independent Non-Executive



further information is provided on



been no Director changes since

Admission. Further details on each of

the Directors can be found on pages

96 to 99 of this report.

An assessment of the independence

of the Chair and each of the Non-

Executive Directors (excluding the



during the IPO process following the

relevant independence parameters

provided for within the Code. As at

Admission, and as published within

the prospectus, with the exception of

the Nominee Director, the Company

considers all Non-Executive Directors

to be independent upon appointment

and free from any business or other

relationship that could materially

interfere with the exercise of their

independent judgement. The

independence of the Directors will

continue to be assessed annually

during the Board evaluation process.

The Code further recommends

that one of the Independent

Non-Executive Directors be appointed

as the Senior Independent Director for

the purposes of acting as a sounding

board for the Chair, an intermediary

for the other Non-Executive Directors

and should lead the annual evaluation

of the Chair. At Admission, it was

agreed that Mirjana Blume would act

as Senior Independent Director.



EMISSIONS

The information relevant to climate

disclosures, including the Company’s

TCFD statement, 2030 climate

target and emissions data is outlined

on pages 64 to 80. This includes

information about the Company’s

total energy consumption in our

operations, scope 1 and scope 2

emissions as well as GHG intensity



Company has also disclosed its 2019

baseline scope 3 emissions as well as

information on the material categories

for scope 3 emissions based on

2019 data. Information on climate

risks is included in both the Principal

Risk section as well as the TCFD

disclosures.

DISCLOSURE OF

INFORMATION TO AUDITORS

The Directors confirm that, so far

as they are each aware, there is no

relevant audit information of which

the Company’s Auditors are unaware.

Each Director has taken all the steps

that they ought to have taken as a

Director to make themselves aware of

any relevant audit information and to

establish that the Company’s Auditors

are aware of that information.

DIRECTORS’ INDEMNITIES

In pursuing their duties, the Directors

have the benefit of indemnity

provisions contained within the

Company’s Articles of Association.

The Company has additionally

purchased and maintained Directors’

and Officers’ liability insurance to

provide further protections for the

Directors.

The Directors are able to obtain

legal or other relevant advice at the

expense of the Company in their

capacity as Directors. The Company

provided a qualifying third-party

indemnity to each Director as

permitted by Section 234 of the

Companies Act 2006 and by the

Articles for the full financial year and

which remain in force at the date of

this report.

CONFLICTS OF INTERESTS

The Directors have declared any

conflict or potential conflict of

interest to the Board, which has the

authority to approve such situations.

A register of the matters so approved

is maintained and reviewed at each

meeting of the Board. The Directors

advise the Board as soon as they

become aware of any conflict

of interest. In the event that a

Director has a relevant conflict of

interest, they would not be party

to discussions or decisions on the

matter on which they are conflicted.

The Board can confirm that it has

not been necessary to exclude any

Director from the consideration of

Board or Committee matters on such

a basis at any time during the period.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

142

GOVERNANCE

Directors’ Report

POLITICAL AND CHARITY

DONATIONS

The Company’s policy is that it

does not, directly or through any

subsidiary, make what are commonly

regarded as donations to any political

party. However, the Act defines

political donations very broadly and

so it is possible that normal business

activities, such as sponsorship,

subscriptions, payment of expenses,

paid leave for employees fulfilling

certain public duties and support for

bodies representing the business

community in policy review or reform,

which might not be thought of as

political expenditure in the usual

sense, could be captured. Activities

of this nature would not be thought of

as political donations in the ordinary

sense of those words. The resolution

to be proposed at the 2022 AGM,

authorising political donations and

expenditure, is to ensure that the

Group does not commit any technical

breach of the Act.

At a General Meeting of the Company

held on 7 October 2021, Shareholders

voted to allow the Company to incur

political expenditure up to a maximum

aggregate amount of £100,000 in line

with market practice.

That authority is due to expire at the

Annual General Meeting due to be

held on 26 May 2022 and, therefore,

the Company will seek to renew

the authority in line with the above

considerations.

MAJOR SHAREHOLDERS

As at 31 December 2021, and in

accordance with Rule 5 of the FCA’s

Disclosure and Transparency rules,

the following table sets out the

major shareholdings notified to the

Company by holders of notifiable

interests.

As at 31 December 2021

and the date of this report

Name of Shareholder

Number of

ordinary shares

Percentage of

issued

ordinary shares

Couverina Business, s.r.o



189,285,770 27.48%

Bock Capital EU

Luxembourg WAG S.à.r.l.



179,505,764 26.06%

 135,775,918 19.71%

FIL Investments

International



32,073,333 4.66%

Funds and accounts under

the management of Select

Equity Group, L.P



26,633,333 3.87%











Includes Cornerstone Commitments

As at the date of this report, the Company has not been made aware of any further changes to the above shareholdings.

Annual Report and Accounts EUROWAG

143

GOVERNANCE

SHARE CAPITAL STRUCTURE

On 14 December 2021, a court order

approved the cancellation of the

Company’s sole B share. Companies

House was unable to register the

cancellation of the B share until after

the financial year end. Therefore, at

the financial year end, the Company

has in issue 688,911,333 ordinary





B share with a nominal value of





share capital of 688,911,334 amounts

to an aggregate nominal value of

£32,389,113.33. As at 8 January

2022 and the date of this report, the

issued share capital of the Company

comprised 688,911,333 ordinary

shares of £0.01 each admitted to

the London Stock Exchange. The

ordinary shares have attached to

them full voting, dividend and capital



rights. The class B shares have no

voting or rights to distributions or

rights to the return of capital on

winding up.

AUTHORITY TO PURCHASE

OWN SHARES

At a general meeting held on

7 October 2021, Shareholders passed

a resolution allowing the Company to

make market purchases of ordinary

shares of £0.01 each in the capital

of the Company up to a maximum

aggregate amount of 10% of the

Company’s issued share capital

immediately following Admission.

No shares have been purchased

under this authority as at the date

of this report. This authority is due

to expire at the AGM to be held on

26 May 2022.

PRINCIPAL SHAREHOLDER

AND RELATIONSHIP

AGREEMENT

In connection with, and effective

from, Admission, relationship

agreements were entered into with





to ensure that, following Admission,

the Company was able to operate

independently of the aforementioned

parties for the purposes of the Listing

Rules.

RELATIONSHIP AGREEMENT WITH

MARTIN VOHÁNKA AND COUVERINA

Under the relationship agreement,





all transactions and arrangements

with any member of the Company

and the Group at arm’s length and



take any action which would have the

effect of preventing the Company

from complying with its obligations



propose or procure the proposal of

any Shareholder resolution which is

intended or appears to be intended to

circumvent the proper application of

the Listing Rules.





nominate for appointment up to two

Non-Executive Directors to the Board,

while together with their associates’

shareholding in the Company are

greater than or equal to 25% of the

votes available to be cast at General



to nominate for appointment one

Non-Executive Director to the Board,

while together with their associates’

shareholding in the Company are

greater than or equal to 10%. Martin



to appoint any Nominee Directors

at Admission and currently have

expressed that they do not intend

to exercise these rights while Martin





considered as a Nominee Director for

so long as he is an Executive Director

of the Company, but that for so long

as he is an Executive Director of the



and Couverina to appoint Nominee

Directors shall be reduced by one, to



as a Director of the Company.

The relationship agreement

additionally governs information flow

between the Company and Martin





its concert parties (as defined in

the City Code on Takeovers and



in aggregate an interest in 30% or

more of the aggregate voting rights

in the Company and subject, where

necessary, to the prior consent of the

Panel, the Company has undertaken

to procure that at the first Annual

General Meeting of the Company and

thereafter once in every calendar

year, to propose to its Independent

Shareholders a resolutions to waive,

in accordance with Appendix 1 to

the City Code, all obligations of the

relevant Shareholder (or its concert



the ordinary shares of the Company

in accordance with Rule 9 of the City

Code that may otherwise arise as

result of the Company purchasing

or effecting any other transactions

in relation to the ordinary shares or

related securities.

RELATIONSHIP AGREEMENT

WITH TA ASSOCIATES

The TA Relationship Agreement

contains substantially the same

terms as the relationship agreement



as described above, other than the

appointment rights, which provides

Bock Capital EU Luxembourg WAG



appoint one Non-Executive Director

to the Board, while together with

its associates’ shareholding in the

Company are greater than or equal to

10% of the votes available to be cast

at General Meetings of the Company.

Morgan Seigler was appointed to

the Board, as Nominee Director, at

Admission.

Morgan Seigler additionally has

the ability to share confidential

information with Bock in accordance

with the terms of the relationship

agreement, subject to prior clearance

from the rest of the Board.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

144

GOVERNANCE

Directors’ Report CONTINUED

DISCLOSURES IN THE STRATEGIC REPORT



has decided to include certain disclosures within the Strategic Report, including:

Subject Matter Page

Employee involvement

Our Engagement with

Stakeholders and Responsibility

and Sustainability on pages

59 to 91

The employment of disabled people

Responsibility and Sustainability

on pages 84 to 86

The future development, performance and position of the Group

Strategic Report on pages

08 to 93

Branches outside the UK

Group Information on pages

180 to 183

Research and development activities

Notes to the Financial Statements

on pages 164 to 230

Going Concern and Viability statement

Viability Statement on pages

56 to 58

Climate-related financial disclosures, greenhouse gas consumption,

energy consumption and energy efficiency action

Responsibility and Sustainability

on pages 64 to 81

ADDITIONAL DISCLOSURES

The following information can be found elsewhere in this document, as indicated in the table below and is incorporated

into this report by reference.

Disclosure Page

Directors of the Company

Board of Directors on pages

96 to 99

Dividends

Consolidated Statement of

Changes In Shareholders’ Equity

on page 162

Financial instruments

Notes to the Financial Statements

on pages 164 to 230

Important post balance sheet events since the financial year end

Notes to the Financial Statements

on page 222

Statement of Directors’ responsibilities

Directors’ Report on pages

146 to 147

Annual Report and Accounts EUROWAG

145

GOVERNANCE

Information required to be included in the Annual Report and Accounts by LR 9.8.4 can be found in this document as

indicated in the table below:

Disclosure Page

Long-Term Incentive Plans

Directors’ Remuneration Report

on pages 120 to 140

Confirmations regarding entering into a relationship agreement with a

Controlling Shareholder and compliance with independence provisions

Principal Shareholder and

relationship agreement section

on page 144

Agreements with a Controlling Shareholder

Principal Shareholder and

relationship agreement section

on page 144

STATEMENT OF DIRECTORS’

RESPONSIBILITIES IN

RESPECT OF THE FINANCIAL

STATEMENTS

The Directors are responsible for

preparing the Annual Report and the

financial statements in accordance

with applicable law and regulation.

Company law requires the Directors

to prepare financial statements

for each financial year. Under that

law the Directors have prepared

the group financial statements

in accordance with UK-adopted

international accounting standards

and the company financial statements

in accordance with United Kingdom

Generally Accepted Accounting



Standards, comprising FRS 101

Reduced Disclosure Framework, and



Under company law, Directors must

not approve the financial statements

unless they are satisfied that they

give a true and fair view of the state

of affairs of the group and company

and of the profit or loss of the Group

for that period. In preparing the

financial statements, the Directors are

required to:

• select suitable accounting policies

and then apply them consistently

• 

adopted international accounting

standards have been followed for

the Group financial statements

and United Kingdom Accounting

Standards, comprising FRS

101 have been followed for the

Company financial statements,

subject to any material departures

disclosed and explained in the

financial statements

• make judgements and accounting

estimates that are reasonable and

prudent

• prepare the financial statements

on the Going Concern basis unless

it is inappropriate to presume

that the Group and Company will

continue in business

The Directors are responsible for

safeguarding the assets of the Group

and Company and hence for taking

reasonable steps for the prevention

and detection of fraud and other

irregularities.

The Directors are also responsible for

keeping adequate accounting records

that are sufficient to show and

explain the Group’s and Company’s

transactions and disclose with

reasonable accuracy at any time the

financial position of the Group and

Company and enable them to ensure

that the financial statements and

the Directors’ Remuneration Report

comply with the Companies Act 2006.

The Directors are responsible for

the maintenance and integrity of the

Company’s website. Legislation in

the United Kingdom governing the

preparation and dissemination of

financial statements may differ from

legislation in other jurisdictions.

DIRECTORS’ CONFIRMATIONS

The Directors consider that the

Annual Report and Accounts,

taken as a whole, is fair, balanced

and understandable and provides

the information necessary for

Shareholders to assess the Group’s

and Company’s position and

performance, business model and

strategy.

Each of the Directors, whose names

and functions are listed in Board of

Directors on pages 96 to 99 confirm

that, to the best of their knowledge:

• the Group financial statements,

which have been prepared in

accordance with UK-adopted

international accounting

standards, give a true and fair

view of the assets, liabilities,

financial position and profit of



• the Company financial statements,

which have been prepared in

accordance with United Kingdom

Accounting Standards, comprising

FRS 101, give a true and fair

view of the assets, liabilities

and financial position of the



• the Strategic section of this

report includes a fair review of the

development and performance of

the business and the position of

the Group and Company, together

with a description of the principal

risks and uncertainties that

it faces.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

146

GOVERNANCE

Directors’ Report CONTINUED

In the case of each Director in office

at the date the Directors’ Report is

approved:

• so far as the Director is aware,

there is no relevant audit

information of which the Group’s

and Company’s Auditors are



• they have taken all the steps

that they ought to have taken

as a Director in order to make

themselves aware of any relevant

audit information and to establish

that the Group’s and Company’s

Auditors are aware of that

information.

GOING CONCERN

In accordance with Provision 30 of

the Code, the Directors consider it

appropriate to continue to adopt the

going concern basis of accounting in

preparing the financial statements.

The Directors, having made

appropriate enquiries, are satisfied

that the Company and Group as a

whole has adequate resources to

continue operations for a period of at

least 12 months from the date of this

report.

The full Going Concern statement

is set out on page 58

VIABILITY STATEMENT

In accordance with Provision 31 of

the Code, the Directors are required

to provide a Viability statement

that states whether the Company

and Group will be able to continue

in operation and meet its liabilities,

taking into account its current

position and the principal risks it

faces. The Directors must also specify

the period covered by, and the

appropriateness of, this statement.

The Directors’ assessment of the

viability of the Company is set out

on pages 56 to 58

FAIR, BALANCED AND

UNDERSTANDABLE

The Board considers the annual

report and financial statements,

taken as a whole, is fair, balanced

and understandable and provides

the information necessary for

Shareholders to assess the

Company’s position and performance,

business model and strategy.

This responsibility statement was

approved by the Board of Directors

and is signed on its behalf by:

David Orr

on behalf of Computershare Company

Secretarial Services Limited.

Company Secretary

24 March 2022

Annual Report and Accounts EUROWAG

147

GOVERNANCE

Financial

Statements

Independent Auditor’s Report 150

Consolidated Statement of

Comprehensive Income 160

Consolidated Statement of

Financial Position 161

Consolidated Statement of

Changes In Shareholders’ Equity 162

Consolidated Statement of

Cash Flows 163

Notes to the Financial

Statements 164

Company Statement of

Financial Position 223

Company Statement of

Changes in Shareholders’ Equity 224

Notes to the Financial

Statements 225

Company information 231

CONTENTS

Financial

Statements

Report on the audit of the

financial statements

OPINION

In our opinion:

• W.A.G payment solutions plc’s group financial statements and company financial statements (the “financial

statements”) give a true and fair view of the state of the group’s and of the company’s affairs as at

31 December 2021 and of the group’s profit and the group’s cash flows for the year then ended;

• the group financial statements have been properly prepared in accordance with UK-adopted international

accounting standards;

• the company financial statements have been properly prepared in accordance with United Kingdom Generally





• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.



which comprise: Consolidated and Company Statement of Financial Position as at 31 December 2021; the Consolidated





include a description of the significant accounting policies.

Our opinion is consistent with our reporting to the Audit & Risk Committee.

BASIS FOR OPINION





statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.

INDEPENDENCE

We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the



and we have fulfilled our other ethical responsibilities in accordance with these requirements.



were not provided.



company or its controlled undertakings in the period under audit.

OUR AUDIT APPROACH

CONTEXT

W.A.G payment solutions plc (the Company) is a public limited company incorporated and domiciled in the United

Kingdom. The ordinary shares of the Company were admitted to the premium listing segment of the Official List of the

UK Financial Conduct Authority and have traded on the London Stock Exchange plc’s main market for listed securities



of the Group for which consolidated financial statements were produced. On 7 October 2021 the shareholders of W.A.G.



in exchange for ordinary shares of equal value in W.A.G payment solutions plc. This resulted in W.A.G payment solutions



being the date of admission to the London Stock Exchange. The financial information for the year ended 31 December





PwC UK as its auditors in December 2021.

OVERVIEW

Audit scope

• PwC component audit teams were engaged to perform a full scope audit in the Czech Republic and Spain.

Other components within the Group were requested to perform specified procedures over certain balances and

transactions. The Group audit team carried out audit procedures over the consolidation and the company.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

150

FINANCIAL STATEMENTS

Independent Auditors’ Report

TO THE MEMBERS OF W.A.G PAYMENT SOLUTIONS PLC

Key audit matters

• Presentation of adjusting items (group)

• Valuation of put options (group)

• Accounting for IPO restructuring (parent)

Materiality

• 

gross revenues.

• 

total assets.

• 



THE SCOPE OF OUR AUDIT



financial statements.

KEY AUDIT MATTERS



audit of the financial statements of the current period and include the most significant assessed risks of material



the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team.





opinion on these matters.

This is not a complete list of all risks identified by our audit.

Key audit matter How our audit addressed the key audit matter

Presentation of adjusting items (group)



classified as adjusting items impacting adjusted EBITDA



items impacting adjusted earnings (net profit) for

the year.

The adjusting items impacting adjusted EBITDA











The adjusting items impacting adjusted earnings (net

profit) relate to: amortisation of business combination









We evaluated and understood the rationale behind each

adjusting item and audited each category of adjusting



was well below group performance materiality. This

involved agreeing the sampled items to underlying

supporting documentation.

We have considered the appropriateness of the

presentation of adjusting items in light of the Group’s

accounting policy for adjusting items and with reference

to FRC guidance on Alternative Performance Measures.

We challenged management and considered whether the

items disclosed as adjusting items were consistent with





whether items were appropriately treated and disclosed.

We performed sample testing across all balances



agreements or other evidence. For amortisation of

business combination adjustments and amortisation due



the book value to the accounting records and recalculated

management estimates. We have considered other one-

off or notable credits/charges recognised in earnings

before adjusting items to ensure consistent treatment with

adjusting items. We challenged the disclosures included in

note 11 to assess whether they were clear and balanced.

Annual Report and Accounts EUROWAG

151

FINANCIAL STATEMENTS

Key audit matter How our audit addressed the key audit matter

We focused on this area as there is no definition of

an adjusting item within IFRS and so judgement is

required by the directors in determining whether items

classified as adjusting are consistent with the group’s

accounting policy. We also focussed on this area given

the potential fraud risk attached to the presentation of

these items in meeting market consensus and profit-

based personal incentive targets. Consistency in

identifying and disclosing items as adjusting is important

to maintain comparability of the results year on year.



and assumptions for management’s disclosure of this

significant judgement. Also see the Key accounting issues

and significant judgements section in the Audit & Risk

Committee report.



disclosure of adjusting items is appropriate.

Valuation of put options (group)



included put options as part of the acquisition structure

as a mechanism to acquire further equity interests. The

Group has existing put options which may require it











We used valuation experts to assess the methodology and



used to value the LMS put option by the independent

experts.

We agreed the LMS put option to the underlying sale and

purchase agreement documentation.

On the Sygic put/call option we obtained the updated

agreement setting out changes to the valuation

methodology. We agreed the forecast sales and cash

EBITDA to Board-approved forecasts. We recalculated

the valuation of the redemption liability to assess

whether it was consistent with that set out in the updated

agreement. We agreed the revised sales and cash EBITDA

to approved forecasts and recalculated the liability.



redemption liability will be settled through transfer of the





shareholders have retained the risks and rewards



as a result of which the Group recognises changes to the

value of these put option liabilities through equity rather

than through comprehensive income.





operating under the brand name Last Mile Solutions





may require the Group to acquire all shares of LMS. The

put option is measured as a derivative instrument as the

Group does not control the business and therefore does

not currently consolidate the investment.

The put option for LMS was valued by an independent

expert using a monte carlo simulation and has a value of



EUROWAG Annual Report and Accounts for the year ended 31 December 2021

152

FINANCIAL STATEMENTS

Independent Auditors’ Report CONTINUED

TO THE MEMBERS OF W.A.G PAYMENT SOLUTIONS PLC

Key audit matter How our audit addressed the key audit matter

The Sygic put/call option was renegotiated in 2021. An

updated agreement was signed by both parties in 2021.

The revised forecast sales and cash EBITDA in 2023

has revised the multiples used to derive the valuation at

exercise date in early 2024.

We assessed the appropriateness of the related

disclosures.



and disclosure of put options is appropriate.

We focused on this area as the valuation of put

options includes both estimation and judgement. See



and assumptions for management’s disclosure of



accounting issues and significant judgements section in

the Audit & Risk Committee report.

Accounting for IPO restructuring (parent)



of steps have been taken to change the capital structure

of the Group. These include the insertion of W.A.G

payment solutions plc as the new holding company for



by the issue of bonus shares and a capital reduction to

create distributable reserves.

We reviewed the accounting paper prepared by





statements accurately reflect the transactions around the

IPO. We tested the transactions record to corresponding

statutory and legal documents.

We viewed statutory filings to confirm that the capital

reduction was effective in January 2022.

We assessed whether there are any impairment indicators

in the carrying value of investments as a result of the

restructuring.



including the related equity disclosures.



disclosure of the IPO restructuring in the company is

appropriate.

The creation of the new holding company is treated as



separate company financial statements will be for a



consolidated financial statements will apply predecessor

accounting principles. This will show a full year



had always been the holding company.

This brings a level of complexity to the accounting in the

parent company financial statements.

Annual Report and Accounts EUROWAG

153

FINANCIAL STATEMENTS

HOW WE TAILORED THE AUDIT SCOPE

We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the







operating businesses and centralised functions. These reporting units maintain their own accounting records and

controls and report to the head office finance team in the Czech Republic for consolidation purposes. In establishing



their complete financial information both due to their size and risk characteristics: W.A.G payment solutions plc (the







and PwC Spain respectively. We also added six components to our scope to perform specified procedures to ensure

sufficient coverage of certain balances within the group consolidation. Where work was performed by component



we could conclude that sufficient appropriate audit evidence had been obtained for the Group Financial Statements





place remotely but we were able to make two site visits to the Czech Republic in person. We also had regular dialogue

with component teams throughout the audit. The Group consolidation and financial statement disclosures included in



climate change on the group’s business and its financial statements. We made enquiries of management to understand



change risk on the Group’s financial statements and the Group’s preparedness for this. The ESG report describes and

explains how climate change could have an impact on the group’s business. Using our knowledge of the business we

considered whether the risks identified by management are materially complete and have been appropriately estimated

and disclosed. We have assessed how the group has considered the impact of climate change risk on the impairment

assessment over non-current assets and in the Groups’ viability assessment. Based on the detailed audit work



MATERIALITY

The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for









Financial statements – group Financial statements – company

Overall

materiality



hundred thousand euros).



hundred thousand euros).

How we

determined it

 

Rationale for

benchmark

applied

The Group is focused on increasing the number





gross revenues. Gross revenues is a generally

accepted auditing benchmark.



newly formed holding entity and trading is not

the entity’s main function. The Plc company has

transactions that are there to support the group

in its trading and so total assets is considered

appropriate and is a generally accepted auditing

benchmark.





components were audited to a local statutory audit materiality that was also less than our overall group materiality.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

154

FINANCIAL STATEMENTS

Independent Auditors’ Report CONTINUED

TO THE MEMBERS OF W.A.G PAYMENT SOLUTIONS PLC

We use performance materiality to reduce to an appropriately low level the probability that the aggregate of











company financial statements.



assessment and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of

our normal range was appropriate.

We agreed with the Audit & Risk Committee that we would report to them misstatements identified during our audit





CONCLUSIONS RELATING TO GOING CONCERN

Our evaluation of the directors’ assessment of the group’s and the company’s ability to continue to adopt the going

concern basis of accounting included:

• Obtaining and agreeing management’s going concern assessment to the business’s board approved plan and



generates sufficient cash flows to meets its long and short term obligations while complying with covenant

arrangements;

• Assessment of the historical accuracy and reasonableness of management’s forecasting;

• Analysing the cash flows in the forecast models to identify unexpected trends and relationships and ensuring the

mathematical accuracy of management’s models;

• Evaluating management’s downside scenarios of a similar extent of disruptions as seen in previous economic

downturns and ensuring this is appropriately modelled through the cash flows;

• Assessing whether climate change is expected to have a significant impact during the period of the going concern

assessment;

• Review of the related disclosures in the Annual Report and Accounts.





going concern for a period of at least twelve months from when the financial statements are authorised for issue.



in the preparation of the financial statements is appropriate.



group’s and the company’s ability to continue as a going concern.



material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the

directors considered it appropriate to adopt the going concern basis of accounting.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant

sections of this report.

Annual Report and Accounts EUROWAG

155

FINANCIAL STATEMENTS

REPORTING ON OTHER INFORMATION

The other information comprises all of the information in the Annual Report other than the financial statements and our





















fact. We have nothing to report based on these responsibilities.



UK Companies Act 2006 have been included.



opinions and matters as described below.

STRATEGIC REPORT AND DIRECTORS’ REPORT



and Directors’ report for the year ended 31 December 2021 is consistent with the financial statements and has been

prepared in accordance with applicable legal requirements.

In light of the knowledge and understanding of the group and company and their environment obtained in the course of



DIRECTORS’ REMUNERATION



with the Companies Act 2006.

CORPORATE GOVERNANCE STATEMENT



the corporate governance statement relating to the company’s compliance with the provisions of the UK Corporate

Governance Code specified for our review. Our additional responsibilities with respect to the corporate governance

statement as other information are described in the Reporting on other information section of this report.



corporate governance statement is materially consistent with the financial statements and our knowledge obtained



• The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;

• 

emerging risks and an explanation of how these are being managed or mitigated;

• The directors’ statement in the financial statements about whether they considered it appropriate to adopt the going



and company’s ability to continue to do so over a period of at least twelve months from the date of approval of the

financial statements;

• 

assessment covers and why the period is appropriate; and

• The directors’ statement as to whether they have a reasonable expectation that the company will be able to



disclosures drawing attention to any necessary qualifications or assumptions.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

156

FINANCIAL STATEMENTS

Independent Auditors’ Report CONTINUED

TO THE MEMBERS OF W.A.G PAYMENT SOLUTIONS PLC

Our review of the directors’ statement regarding the viability of the group was substantially less in scope than an audit

and only consisted of making inquiries and considering the directors’ process supporting their statement; checking

that the statement is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering

whether the statement is consistent with the financial statements and our knowledge and understanding of the group

and company and their environment obtained in the course of the audit.



of the corporate governance statement is materially consistent with the financial statements and our knowledge

obtained during the audit:

• 





• The section of the Annual Report that describes the review of effectiveness of risk management and internal control

systems; and

• The section of the Annual Report describing the work of the Audit & Risk Committee.

We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the

company’s compliance with the Code does not properly disclose a departure from a relevant provision of the Code

specified under the Listing Rules for review by the auditors.

RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS AND THE AUDIT

RESPONSIBILITIES OF THE DIRECTORS FOR THE FINANCIAL STATEMENTS



directors are responsible for the preparation of the financial statements in accordance with the applicable framework

and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as



whether due to fraud or error.







have no realistic alternative but to do so.

AUDITORS’ RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from









decisions of users taken on the basis of these financial statements.







Annual Report and Accounts EUROWAG

157

FINANCIAL STATEMENTS





considered the extent to which non-compliance might have a material effect on the financial statements. We also

considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act

2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements



journal entries that credit revenue or EBITDA. The group engagement team shared this risk assessment with the

component auditors so that they could include appropriate audit procedures in response to such risks in their work.

Audit procedures performed by the group engagement team and/or component auditors included:

• Discussions among the engagement personnel covering the potential for material misstatements due to error or



throughout the engagement;

• 

awareness and concerns regarding fraud;

• 

unusual account combinations which resulted in an impact on revenue/EBITDA and incorporating an element of



• Assessment of matters reported on the Group’s whistleblowing helpline and the results of management’s

investigation of such matters;

• Testing accounting estimates made by management;

• Reading the minutes of the Board meetings to identify any inconsistencies with other information provided by

management;

• Reviewing component teams’ key working papers for all in-scope components with a particular focus on the areas

involving judgement and estimates;

• Reviewing internal audit reports in so far as they related to the financial statements;

• Reviewing legal expense accounts to identify significant legal spend which may be indicative of serious breaches of

laws and regulations.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances

of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the











complete populations. We will often seek to target particular items for testing based on their size or risk characteristics.



sample is selected.

A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:

https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.

USE OF THIS REPORT





accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into

whose hands it may come save where expressly agreed by our prior consent in writing.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

158

FINANCIAL STATEMENTS

Independent Auditors’ Report CONTINUED

TO THE MEMBERS OF W.A.G PAYMENT SOLUTIONS PLC

Other required reporting

COMPANIES ACT 2006 EXCEPTION REPORTING



• we have not obtained all the information and explanations we require for our audit; or

• 

received from branches not visited by us; or

• certain disclosures of directors’ remuneration specified by law are not made; or

• the company financial statements and the part of the Annual Report on Remuneration to be audited are not in

agreement with the accounting records and returns.

We have no exceptions to report arising from this responsibility.

APPOINTMENT



to audit the financial statements for the year ended 31 December 2021 and subsequent financial periods. This is

therefore our first year of uninterrupted engagement.

Other matters







these financial statements will form part of the ESEF-prepared annual financial report filed on the National Storage

Mechanism of the Financial Conduct Authority in accordance with the ESEF Regulatory Technical Standard (‘ESEF RTS’).

This auditors’ report provides no assurance over whether the annual financial report will be prepared using the single

electronic format specified in the ESEF RTS.



for and on behalf of PricewaterhouseCoopers LLP

Chartered Accountants and Statutory Auditors

Birmingham

24 March 2022

Annual Report and Accounts EUROWAG

159

FINANCIAL STATEMENTS

Notes

For the year ended

31 December

2021 2020

Revenue from contracts with customers 10 1,646,102 1,252,954

Costs of energy sold (1,492,970) (1,124,348)

Net energy and services sales 11 153,132 128,606

Other operating income 655 942

Employee expenses 12 (55,665) (41,407)

Impairment losses of financial assets 21 (3,116) (4,061)

Technology expenses (6,797) (4,049)

Other operating expenses (41,282) (24,600)

 46,927 55,431

Analysed as:

Adjusting items 11 22,793 3,168

Adjusted EBITDA 11 69,720 58,599

Depreciation and amortisation 11 (21,867) (18,246)

Operating profit 25,060 37,185

Finance income 2,234 141

Finance costs 14 (8,943) (8,488)

Share of net loss of associates (682) -

Profit before tax 17,669 28,838

Income tax expense 15 (8,019) (5,886)

 9,650 22,952



Other comprehensive income to be reclassified to profit or loss in subsequent

periods

Change in fair value of cash flow hedge recognised in equity 3,683 (4,002)

Exchange differences on translation of foreign operations 1,458 (835)

Deferred tax related to other comprehensive income – 46

 5,141 (4,791)

 14,791 18,161

Total profit for the financial year attributable to equity holders of the Company 9,148 21,239

Total profit for the financial year attributable to non-controlling interests 502 1,713

Total comprehensive income for the financial year attributable to equity holders

of the Company 14,259 16,468

Total comprehensive income for the financial year attributable to non-

controlling interests 532 1,693

 25

Basic earnings per share 1.54 3.76

Diluted earnings per share 1.53 3.73

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

160

FINANCIAL STATEMENTS

Consolidated Statement of Comprehensive Income

(EUR ‘000)

Notes

As at 31 December

2021 2020



Non-current assets

Intangible assets 16 193,453 171,364

 17 34,763 32,975

Right-of-use assets 18 8,112 8,644

Investments in associates  12,934 -

Financial assets 37 258

Deferred tax assets 15 7,642 7,057

Derivative assets  252 -

Other non-current assets 3,554 4,395

 260,747 224,693



Inventories 20 9,557 5,289

Trade and other receivables 21 300,601 236,432

Income tax receivables 5,095 1,212

Derivative assets  2,694 526

Cash and cash equivalents 23 224,164 118,105

 542,111 361,564

 802,858 586,257



Share capital 24 38,113 4,158

Share premium 24 194,763 2,927

Merger reserve 24 (25,963) -

Other reserves 24 1,465 (3,263)

Business combinations equity adjustment 24 (17,046) (46,009)

Retained earnings 24 84,526 72,177

 275,858 29,990

Non-controlling interests 24 8,889 34,115

 284,747 64,105

Non-current liabilities

Interest-bearing loans and borrowings 26 143,579 128,965

Lease liabilities 18 5,973 7,155

Deferred tax liabilities 15 5,495 3,858

Derivative liabilities  657 2,691

Other non-current liabilities 28 20,281 22,273

 175,985 164,942



Trade and other payables 28 314,522 305,957

Interest-bearing loans and borrowings 26 18,894 42,274

Lease liabilities 18 2,601 2,208

Provisions 1,545 1,380

Income tax liabilities 4,208 4,332

Derivative liabilities  356 1,059

 342,126 357,210

 802,858 586,257

The accompanying notes form an integral part of these financial statements.

The consolidated financial statements were approved by the Board of Directors and authorised for issue on 24 March

2022. They were signed on its behalf by:



Chief Financial Officer

Company No. 13544823

Annual Report and Accounts EUROWAG

161

FINANCIAL STATEMENTS

Consolidated Statement of Financial Position

(EUR ‘000)

Notes

capital

premium

Other

reserves

Merger

reserve

Business

combinations

equity

adjustment

Retained

earnings

Total equity

attributable

to equity

holders of

the parent

Non-

controlling

interests

Total

equity

 4,158 2,927 1,499 – (41,745) 50,258 17,097 32,487 49,584

Profit for the year - - - - - 21,239 21,239 1,713 22,952

Other comprehensive

income - - (4,771) - - - (4,771) (20) (4,791)



income – – (4,771) – – 21,239 16,468 1,693 18,161

Dividends paid - - - - - - – (65) (65)

Share-based payments      689 689  689

Contribution to reserve

fund - - 9  - (9) – - –

Put options held

by non-controlling

interests - - - - (4,264) - (4,264) - (4,264)

At 31 December 2020 4,158 2,927 (3,263) – (46,009) 72,177 29,990 34,115 64,105

Profit for the year - - - - - 9,148 9,148 502 9,650

Other comprehensive

income - - 5,111 - - - 5,111 30 5,141



income – – 5,111 – – 9,148 14,259 532 14,791

Share options

exercised 24 84 3,698 - - - - 3,782 - 3,782

Transactions with own

shares - - - - - (10) (10) - (10)

Group reorganisation 24 2,582 (6,625) - 4,043 - - – - –

Pre-IPO bonus (share-

based payments) 24 7 - - - - - 7 - 7

Primary proceeds (net

of expenses) 24 1,334 194,763 - - - - 196,097 - 196,097

Cancellation of shares 24 (58) - - - - 58 – - –

Allotment of class B

share 24 30,006 - - (30,006) - - – - –

Dividends paid - - - - - - – (1,980) (1,980)

Transfer of reserves - - (383)  - 383 – - –

Share-based payments - - - - - 3,736 3,736 - 3,736

Acquisition of

subsidiaries 8 - - - - - - – 2,259 2,259

Acquisition of non-

controlling interests 24 - - - - 27,003 (966) 26,037 (26,037) –

Put options held

by non-controlling

interests - - - - 1,960 - 1,960 - 1,960

At 31 December 2021 38,113 194,763 1,465 (25,963) (17,046) 84,526 275,858 8,889 284,747

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

162

FINANCIAL STATEMENTS

Consolidated Statement of Changes In Shareholders’ Equity

(EUR ‘000)

Notes

For the year ended 31

December

2021 2020



Profit before tax for the period 17,669 28,838

Non-cash adjustments:

Depreciation and amortisation 11 21,867 18,246

Gain on disposal of non-current assets (29) (48)

Interest income (44) (50)

Interest expense 4,913 5,469

Movements in provisions 153 1,883

Impairment losses of financial assets 21 3,116 4,061

Movements in allowances for inventories (64) 89

Foreign currency exchange rate differences (784) 1,372

Fair value revaluation of derivatives (1,472) (1,057)

Share-based payments 3,736 689

Other non-cash items 792 (124)



 (69,445) (7,279)

 (4,108) 1,855

Increase in trade and other payables 28,774 45,024

Interest received 44 50

Interest paid (4,498) (5,086)

Income tax paid (10,193) (7,273)

Net cash flows (used in)/generated from operating activities (9,573) 86,659



 225 89

 (5,221) (3,221)

Purchase of intangible assets (26,230) (19,954)

Purchase of financial instruments – (127)

 (1,166) -

Investment in associates (10,685) -

Net cash used in investing activities (43,077) (23,213)



Payment of principal elements of lease liabilities (2,382) (2,145)

Proceeds from borrowings 39,519 12,147

Repayment of borrowings (18,773) (4,494)

Acquisition of non-controlling interests (27,003) 

Dividend payments (3,480) (65)

Proceeds from issued share capital (net of expenses) 199,879 -

Proceeds from sale of own shares 20 -

Net cash generated from financing activities 187,780 5,443

Net increase in cash and cash equivalents 135,130 68,889

Effect of exchange rate changes on cash and cash equivalents 63 (217)

Cash and cash equivalents at beginning of period 88,961 20,289

 23 224,154 88,961

Annual Report and Accounts EUROWAG

163

FINANCIAL STATEMENTS

Consolidated Statement of Cash Flows

(EUR ‘000)

1. CORPORATE INFORMATION

W.A.G payment solutions plc (the “Company” or the “Parent”) is a public limited company incorporated and domiciled

in the United Kingdom and registered under the laws of England & Wales under company number 13544823 with its



the Company are admitted to the premium listing segment of the Official List of the UK Financial Conduct Authority and

trade on the London Stock Exchange plc’s main market for listed securities on 13 October 2021.

The Parent and its subsidiaries (together the “Group”) are principally engaged in:

• 

network of petrol stations for commercial road transportation;

• Providing unified way of electronic toll payments on a number of European road networks for fleets of professional

transport and forwarding companies;

• Recovery of VAT refunds and excise duty from European countries;

• Creating an automated journey book and optimising traffic with the use of integrated digital maps;

• 

• Sale of navigation licenses; and

• Other services.

A list of subsidiaries is included in Note 7.







shares of equal value in W.A.G payment solutions plc (“Group reorganisation”). This resulted in W.A.G payment solutions



representing admission to trading on the London Stock Exchange (“Admission”).

The financial information for the year ended 31 December 2021 (and comparative information for the year ended



2. BASIS OF PREPARATION

The consolidated financial statements of the Group have been prepared in accordance with UK adopted international

accounting standards (“IFRS”) in conformity with the requirements of the Companies Act 2006.







changes in equity at the date of Group reorganisation.



instruments that have been measured at fair value. The consolidated financial statements are presented in EUR and all



The Board of Directors have considered the financial prospects of the Company and the Group for the foreseeable



continue as a going concern. The Directors’ assessment included consideration of the availability of the Company’s



Concern statement are in line with scenarios covered in the Viability statement. The Board of Directors are satisfied





may cast significant doubt upon the Company’s and the Group’s ability to continue as a going concern and the Board

of Directors considers it is appropriate to adopt the going concern basis of accounting in preparing the annual financial

statements.

The Group’s fiscal year begins on 1 January and ends on 31 December.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

164

FINANCIAL STATEMENTS

Notes to the Financial Statements

2. BASIS OF PREPARATION CONTINUED

Information on Independent Auditor

The below fees represent amounts paid to PwC.



For the year ended

31 December

2021 2020

The statutory audit of consolidated and Company’s financial statements  

Audit of the financial statements of the Company’s subsidiaries  232

  301

Other assurance services 2,461 

Consultancy services related to product development  676

 3,200 676

 4,166 







3. BASIS OF CONSOLIDATION

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries. Control







• Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the

investee);

• 

• The ability to use its power over the investee to affect its returns.







• The contractual arrangement with the other vote holders of the investee;

• Rights arising from other contractual arrangements; and

• The Group’s voting rights and potential voting rights.

The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes

to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control



of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the

date the Group gains control until the date the Group ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income (“OCI”) are attributed to the equity holders of the







and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.







investment retained is recognised at fair value.

Annual Report and Accounts EUROWAG

165

FINANCIAL STATEMENTS

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting policies used in preparing the consolidated financial statements are set out below. These accounting

policies have been consistently applied in all material respects to all periods presented.

4.1 BUSINESS COMBINATIONS AND GOODWILL

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as





non-controlling interest in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net

assets. Acquisition-related costs are expensed as incurred and included in other operating expenses.





conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by

the acquiree.



date fair value and any resulting gain or loss is recognised in profit or loss.

Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date.







appropriate IFRS. Contingent consideration that is classified as equity is not remeasured and subsequent settlement is

accounted for within equity.

There can also be a situation that the holder of non-controlling interest in the acquiree are granted put options that

convey to those Shareholders the right to sell their shares in that acquiree for an exercise price specified in the option



IAS 32 if the Group has an obligation to settle in cash or in another financial asset if the Non-controlling Shareholders



exercise price is recognised. This is the case even if the put option is exercisable only on the occurrence of uncertain

future events that are outside of control of both parties to the contract.

The amount that may become payable under the option on exercise is initially recognised at the present value of the

redemption amount within financial liabilities with a corresponding charge directly to equity. The charge to equity is

recognised separately as business combinations equity adjustment.

Any subsequent adjustments to the redemption liability are recorded in equity as business combination equity





combination equity adjustment is transferred into retained earnings.





acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration



assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the

reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration









assets or liabilities of the acquiree are assigned to those units.



associated with the disposed operation is included in the carrying amount of the operation when determining the gain

or loss on disposal. Goodwill disposed in these circumstances is measured based on the relative values of the disposed

operation and the portion of the CGU retained.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

166

FINANCIAL STATEMENTS

Notes to the Financial Statements CONTINUED

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED

4.2 FAIR VALUE MEASUREMENT

The Group measures financial instruments such as derivatives at fair value at each balance sheet date. Fair value

related disclosures for financial instruments and non-financial assets that are measured at fair value or where fair values



• 

• 

• 

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction

between market participants at the measurement date. The fair value measurement is based on the presumption that

the transaction to sell the asset or transfer the liability takes place either:

• In the principal market for the asset or liability; or

• 

The principal or the most advantageous market must be accessible by the Group.

The fair value of an asset or a liability is measured using the assumptions that market participants would use when



A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic

benefits by using the asset in its highest and best use or by selling it to another market participant that would use the

asset in its highest and best use.

The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data



unobservable inputs.

All assets and liabilities for which fair value is measured in the financial statements are categorised within the fair value



whole:

• 

• 

directly or indirectly observable.

• 

unobservable.



whether transfers have occurred between levels in the hierarchy by reassessing categorisation (based on the lowest

level input that is significant to the fair value measurement as a whole) at the end of each reporting period.





Annual Report and Accounts EUROWAG

167

FINANCIAL STATEMENTS

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED

4.3 REVENUE FROM CONTRACTS WITH CUSTOMERS

Revenues are recognised when the Group has satisfied a performance obligation and the amount of revenue can be

reliably measured. The Group will recognise revenue at an amount that reflects the consideration to which the Group

expects to be entitled (after reduction for expected discounts) in exchange for transferring goods or services to a

customer.

Sale of energy





The Group operates two business models for the sale of energy to fleets of professional transport and forwarding

companies:

• 



prices of petrol stations under pre-agreed terms; and

• 

supplies energy to bunkering sites located at partner sites); energy inventory is in ownership of the Group until it is

purchased by the Group’s customers.

The Group is acting as a principal in all business models with significant judgement made in respect of the acceptance

model (see Note 6 under Principal versus agent consideration).

The revenue from the sale of energy is recognised when the Group satisfies a performance obligation (transfers control



consideration to which the entity expects to be entitled (after reduction for expected discounts and volume rebates) in

exchange for transferring goods or services to a customer. Sales are recognised net of value added tax.

Arranging payments of toll

The revenues from commission for arranging payments of toll is recognised over time in the period in which the

performance obligation is satisfied and the service is rendered. The amount of consideration depends on the number

of trucks entering a toll gate within a particular month. The Group is acting as an agent as the Group’s responsibility is

limited to arranging the provision of toll services.

Revenues from tax refund

The revenues from commission fee for the tax refund is recognised over time as the customer simultaneously receives

and consumes the benefits provided by the Group’s performance as the Group performs. Revenue is recognised based



needed till reimbursed tax receipt.

Provision of tax refund services without “net invoicing” (pre-financing) is performed on behalf of a customer and no









payments of toll associated with passenger transport or freight haulage. The revenue from provision of credit in the

amount of refund tax for the period of reimbursement is recognised over the average reimbursement period for each

country in which the Group operates.

Telematics

The revenues from the sale of telematics units and recurring fees for software services are recognised in the period in



effective administration of their vehicle fleet and 24/7 monitor the activity of the whole fleet.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

168

FINANCIAL STATEMENTS

Notes to the Financial Statements CONTINUED

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED

Navigation

Navigation revenue is generated through licensing of navigation software and digital map content to B2B and B2C

customers. License of navigation software is granted as a “right to use an intellectual property” while the license of

digital map content (including traffic) is granted as a “right to access to an intellectual property”. Right to access provides



period. Right-to-use licenses are those that only provide the customer the right to use navigation software as it exists at

the moment the control passes to the customer. This does not give the customer the right to receive future updates or

upgrades other than those that can be considered as minor enhancements or bug fixing.

Revenue for “right-to-use” licenses is recognised at the moment the control passes to the customer. Revenue from

“right-to-access” licenses is recognised over the (estimated) period during which the Group is obliged to provide





Other services

Other services include services that are immaterial from Group perspective:

• 

• 

• 

companies. Revenue is a commission from insurance companies recognised at the moment when a contract is

signed;

• 

• Other services.

4.4 TAXES

Current income tax

Current income tax assets and liabilities for an accounting period are measured at the amount expected to be recovered

from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are

enacted or substantively enacted at the reporting date in the countries where the Group operates and generates

taxable income.

Current income tax relating to items recognised directly in equity is recognised in equity and not in the statement of

profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which

applicable tax regulations are subject to interpretation and establishes provisions where appropriate. No tax provisions

were established as at 31 December 2021 and 2020.

Deferred tax



differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at

the reporting date.



• When the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction



taxable profit or loss.

• 

of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will

not reverse in the foreseeable future.

Annual Report and Accounts EUROWAG

169

FINANCIAL STATEMENTS

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED







• When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of



neither the accounting profit nor taxable profit or loss.

• 

tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the



The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no

longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.

Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has

become probable that future taxable profits will allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is



the reporting date.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items

are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity.

Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets

against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation

authority.





treated as a reduction in goodwill (as long as it does not exceed goodwill) if it was incurred during the measurement

period or recognised in profit or loss.

4.5 FOREIGN CURRENCY TRANSACTIONS

The Group’s consolidated financial statements are presented in EUR. Each entity in the Group determines its own



currency.

Transactions in foreign currencies are initially recorded by the Group entities at their respective functional currency

rates prevailing at the date of the transaction.

Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rate of

exchange valid at the reporting date.

Differences arising on settlement or translation of monetary items are recognised in profit or loss as finance income

and expenses. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated

using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign

currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising

on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on

the change in fair value of the item.



at the reporting date and their statements of profit or loss are translated at the average exchange rate for the relevant

year. The exchange differences arising on translation for consolidation are recognised in OCI. On disposal of a foreign



Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of

assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign operation and translated

at the spot rate of exchange at the reporting date.

4.6 CASH DIVIDEND TO EQUITY HOLDERS OF THE COMPANY

The Company recognises a liability to make cash distributions to equity holders of the Company when the distribution is





directly in equity.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

170

FINANCIAL STATEMENTS

Notes to the Financial Statements CONTINUED

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED

4.7 INTANGIBLE ASSETS

Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired







the period in which the expenditure is incurred. Directly attributable costs that are capitalised as part of the software

include employee costs and an appropriate portion of relevant overheads. Capitalised development costs are recorded

as intangible assets and amortised from the point at which the asset is ready for use.

The useful life of intangible assets is assessed as either finite or indefinite.

Intangible assets with finite life are amortised over the useful economic life and assessed for impairment whenever

there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method

for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the

expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are



estimates.

Amortisation of intangible assets with finite life is recorded on a straight-line basis over their estimated useful life as

follows:

Years

Clients’ relationships 

Internal software developments 

Patents and rights 

External software 

Other intangible assets 

Intangible assets in progress are not amortised.

Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net

disposal proceeds and the carrying amount of the asset and are recognised in the statement of profit or loss when the

asset is derecognised.

Clients’ relationships



value at the date of acquisition and are subsequently amortised on a straight-line based on the timing of projected cash

flows of the contracts over their estimated useful life.

Internal software development

Research costs are expensed as incurred. Development expenditures on an individual project are recognised as an

intangible asset when the Group can demonstrate:

• The technical feasibility of completing the intangible asset so that the asset will be available for use or sale;

• Its intention to complete and its ability and intention to use or sell the asset;

• How the asset will generate future economic benefits;

• The availability of resources to complete the asset; and

• The ability to measure reliably the expenditure during development.



accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development is





of software-based solutions provided to the Group’s customers and development of new telematics products and



Patents and rights, external software



acquired in a business combination are recognised at fair value at the acquisition date. They have a finite useful life and

are subsequently carried at cost less accumulated amortisation and impairment losses.

Annual Report and Accounts EUROWAG

171

FINANCIAL STATEMENTS

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED

4.8 PROPERTY, PLANT AND EQUIPMENT





asset and includes costs directly attributable to making the asset capable of operating as intended.







satisfied. All other repair and maintenance costs are recognised in profit or loss as incurred.

Depreciation is recorded on a straight-line basis over the estimated useful life of an asset as follows:

Years

Buildings 

Leasehold improvements 

Machinery and equipment 

Vehicles 

Fixtures and fittings 

Land and tangible assets in progress are not depreciated.



or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition

of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is

included in the income statement when the asset is derecognised.





4.9 LEASES

Identification of the Subject of a Lease – Lease Agreement





contains a lease. The Group reassesses whether the contract is a lease or contains a lease only when the contractual

terms are amended.

The Group assesses whether a contract transfers the right to control the use of an identifiable asset over a period of

time based on:

• The Group has the right to obtain a substantial economic benefit from the asset for the period of its use;

• 

financially from the exchange;

• The Group has the right to control the use of an identifiable asset;

• 

• 

The Group assesses whether the contract contains a lease separately for each potential lease component.



Lease liability



are not paid at that date. Lease payments are payments by the lessee to the lessor for the right to use an underlying

asset for the duration of the lease. These payments include:

• fixed payments (lowered by any lease incentives);

• variable lease payments that are indexed or fixed to a rate;

• call option to purchase where there is sufficient certainty that the lessee will make use of the option; and

• payment of penalties for termination of the lease where the lease period corresponds to the lessee making use of

the option to terminate the lease.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

172

FINANCIAL STATEMENTS

Notes to the Financial Statements CONTINUED

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED



recognised in profit or loss in the period in which the event or condition that triggers those payment occurs. Interest

from the lease obligation is the Group’s finance costs.

Right to use an asset

The Group measures the right to use an asset on the date the lease commences on the basis of a lease agreement.

These are based on:

• the value of the lease liability increased by the lease payment that the Group has paid before the day the lease



• the initial direct costs of the lease paid by the Group;

• the estimated value of the costs for dismantling and removing an identified asset or the reclamation of the site

where the asset was located; and

• 



Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term on a

straight-line basis.

4.10 INVESTMENT IN ASSOCIATES











share of movements in other comprehensive income of the investee in other comprehensive income. Dividends received

or receivable from associates are recognised as a reduction in the carrying amount of the investment.

The carrying amount of equity-accounted investments is tested for impairment in accordance with the policy described

in Note 4.14.

4.11 BORROWING COSTS



a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of an asset. All

other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other

costs that the Group incurs in connection with the borrowing of funds.

4.12 FINANCIAL INSTRUMENTS – IFRS 9

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity

instrument of another entity.

Financial assets

Classification and measurement

Financial assets are classified based on the business model of the Group and characteristic of contractual cash flows.





at fair value through profit or loss (“FVTPL”)

The Group classifies financial assets into following categories:



• the financial asset is held within a business model whose objective is to hold financial assets in order to collect

contractual cash flows; and

• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of

principal and interest on the principal amount outstanding (referred to as SPPI test).





Annual Report and Accounts EUROWAG

173

FINANCIAL STATEMENTS

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED

 Financial assets at fair value through other comprehensive income

• 









loss and recognised in finance income/(costs). Interest income from these financial assets is included in finance

income using the effective interest rate method. Foreign exchange gains and losses are presented in finance



Financial assets at fair value through profit or loss

• This category includes the financial assets held with strategy of active trading with financial assets. Contractual

cash flow collection is not the primary objective of the business model.

• Expected credit losses are not calculated and recognised. Changes in the fair value and foreign exchange rate

differences are recognised in the income statement. Changes in the fair values are included in finance costs or

finance income.







criteria for classification as AC and derivatives meeting criteria for classification as FVTPL and FVTOCI.

Trade and other receivables

Trade and other receivables are carried at original invoice amount less an allowance for impairment of these

receivables.

See next section for a description of Group’s impairment policies and Note 21 for further information on Trade and other

receivables.

Impairment of financial assets carried at amortised cost







lifetime ECLs at each reporting date. The carrying amount of the asset is reduced either directly or through use of an

allowance account. The amount of the loss is recognised in the income statement.



staging of financial assets is being used.



(“EAD”) and Loss Given Default (“LGD”):

• PD is an estimate of the likelihood of default to occur over a given time period. It is calculated from combination





• 



limits.

• LGD is an estimate of the loss arising on default. It is based on the difference between the contractual cash flows



percentage of the EAD.

Impaired debts are derecognised when they are assessed as uncollectible.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

174

FINANCIAL STATEMENTS

Notes to the Financial Statements CONTINUED

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED

Recognition and derecognition



commits to purchase or sell the asset.



primarily derecognised (i.e. removed from the Group’s consolidated statement of financial position) when:

• The rights to receive cash flows from the asset have expired; or

• The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the

received cash flows in full without material delay to a third party under a “pass-through” arrangement; and either





When the Group has transferred its rights to receive cash flows from an asset or has entered into a passthrough







also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that

reflects the rights and obligations that the Group has retained.

Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the

original carrying amount of the asset and the maximum amount of consideration that the Group could be required

to repay.

Financial liabilities

Financial liabilities are classified into two main categories (a) at amortised cost and (b) at fair value through profit

or loss.



directly attributable transaction costs.



derivative financial instruments.

Loans and borrowings



the effective interest rate (“EIR”) method. Gains and losses are recognised in profit or loss when the liabilities are



Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are

an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss.



Trade and other payables



Derecognition

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an





original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in

the statement of profit or loss.

Derivative financial instruments and hedge accounting



its foreign currency risks and interest rate risks. Such derivative financial instruments are initially recognised at fair value

on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives

are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.





hedged item affects profit or loss.

Annual Report and Accounts EUROWAG

175

FINANCIAL STATEMENTS

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED

Derivatives embedded in financial liabilities are separated from the host contract and accounted for separately if





combined instrument is not measured at fair value through profit or loss.

The embedded derivatives are separately valued upon inception and at each balance sheet date using an appropriate



For the purpose of hedge accounting, hedges, still in accordance with IAS39, are classified as:

• Cash flow hedges when hedging the exposure to variability in cash flows that is either attributable to a particular

risk associated with a recognised asset or liability or a highly probable forecast transaction or the foreign currency

risk in an unrecognised firm commitment; and

• Hedges of a net investment in a foreign operation.



it wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The



risk being hedged and how the Group will assess the effectiveness of changes in the hedging instrument’s fair value in

offsetting the exposure to changes in the hedged item’s fair value or cash flows attributable to the hedged risk. Such

hedges are expected to be highly effective in achieving offsetting changes in fair value or cash flows and are assessed

on an ongoing basis to determine that they actually have been highly effective throughout the financial reporting

periods for which they were designated.

Hedges that meet the strict criteria for hedge accounting are accounted for as cash flow hedges or net investment

hedges.

Cash flow hedges



while any ineffective portion is recognised immediately in the statement of profit or loss.

The Group uses forward currency contracts as hedges of its exposure to foreign currency risk in forecast transactions

and firm commitments. The ineffective portion relating to foreign currency contracts is recognised in finance costs.

Ineffectiveness of forward currency contracts may arise if the timing of the forecast transaction changes from what was



Hedge ineffectiveness for interest rate swaps may occur due to the credit value/debit value adjustment on the interest

rate swaps which is not matched by the loan or due to differences in critical terms between the interest rate swaps

and loans.



when the hedged financial income or financial expense is recognised or when a forecast sale occurs.



transferred to the initial carrying amount of the non-financial asset or liability.







transaction occurs or the foreign currency firm commitment is met.

Net investment hedges

Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the

hedging instrument relating to the effective portion of the hedge is recognised in OCI in the foreign currency translation

reserve. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss within finance

income/(costs). Gains and losses accumulated in equity are reclassified to profit or loss when the foreign operation is

partially disposed of or sold.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

176

FINANCIAL STATEMENTS

Notes to the Financial Statements CONTINUED

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED

4.13 INVENTORIES

Inventories are valued at the lower of cost and net realisable value.



measurement of inventory additions is used as the initial price in the measurement of inventory disposals). Costs of





and the estimated costs necessary to make the sale.

4.14 IMPAIRMENT OF NON-FINANCIAL ASSETS

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any



recoverable amount. An asset’s recoverable amount is the higher of an assets or CGU’s fair value less costs of disposal



cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount



recoverable amount.



discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In











calculations generally cover a period of five years. A long-term growth rate is estimated and applied to project future

cash flows after the fifth year.

Impairment losses of continuing operations are recognised in the statement of profit or loss.





the Group estimates the assets or CGU’s recoverable amount. A previously recognised impairment loss is reversed

only if there has been a change in the assumptions used to determine the assets recoverable amount since the last

impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its



impairment loss been recognised for the asset in prior years. Such reversal is recognised in the income statement.





impaired. Impairment is determined for goodwill by assessing the recoverable amount of each CGU (or group of CGUs)



loss is recognised. Impairment losses relating to goodwill cannot be reversed in future periods.

4.15 CASH AND CASH EQUIVALENTS

Cash and short-term deposits in the statement of financial position comprise cash in hand and cash at banks.





cash management.

4.16 SHARE-BASED PAYMENTS

Employees of the Group receive remuneration in the form of share-based payment transactions whereby employees

render service as consideration for equity instruments or cash. Information relating to these transactions is set out in

Note 13.

Equity-settled transactions











corresponding adjustment to equity.

Annual Report and Accounts EUROWAG

177

FINANCIAL STATEMENTS

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED





Cash-settled transactions

Liabilities for cash-settled share-based payments are recognised as employee expense over the relevant service

period. The liabilities are remeasured to fair value at each reporting date and are presented as employee-related

liabilities in the balance sheet.

4.17 ADJUSTING ITEMS

Adjusting items are items of income and expense which the Group believes should be separately presented and

disclosed to provide additional information to investors and to enhance their understanding of the underlying business

performance of the Group. The items were determined based on the rules disclosed under Significant judgements.

Adjusting items are separately disclosed on the face of the Consolidated Statement of Comprehensive Income and in





4.18 PROVISIONS



it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a

reliable estimate can be made of the amount of the obligation. The expense relating to a provision is presented in the

statement of profit or loss.





passage of time is recognised as a finance cost.



REVISED STANDARDS

5.1 APPLICATION OF NEW IFRS – STANDARDS AND INTERPRETATIONS EFFECTIVE IN THE REPORTING PERIOD

The Group has applied the following standards and amendments for the first time for their annual reporting period



• 

• 

• 

These Amendments did not have a significant impact on the Group’s consolidated financial statements. The Group has

borrowings and derivatives for hedging purposes linked to interest rate benchmarks. The Group expects to transition to

market standard reference rates or an equivalent mechanism when legacy benchmarks are discontinued and expects to

recognise interest expense at a level similar to the current benchmarks.

5.2 NEW IFRSs AND IFRICs PUBLISHED BY THE IASB THAT ARE NOT YET EFFECTIVE

The Group is currently assessing the potential impacts of the new and revised standards and interpretations that are

expected to be effective from 1 January 2022 or later.

• 

• 

and IAS 28

• 

• 

• 



• 

• 

• 

• 

• 

These new standards and amendments are not expected to have any significant impacts on the Group’s consolidated

financial statements.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

178

FINANCIAL STATEMENTS

Notes to the Financial Statements CONTINUED



6.1 SIGNIFICANT JUDGEMENTS



the most significant effect on the amounts recognised in the consolidated financial statements:

Principal versus agent consideration

The Group has considered whether it acts as a principal or an agent in the acceptance business model (see explanation







administration of the energy sales transaction. The Group sells energy to its customers under one contract covering

sales transactions realised under the two business models used by the Group and described in Note 4.3. In the case of





delivery of energy and related services to its customers. Management also considered the following additional control

indicators:

1. The Group has discretion in establishing the price for the specified energy independent from the prices of petrol

stations under the acceptance model.

2. The Group has the right to choose its suppliers.

3. The Group is responsible for damages caused by the product quality.

Put options granted to non-controlling interests



subsidiaries. The put option redemption liability will be settled with a transfer of the non-controlling interest’s shares for



risks and rewards associated with ownership until the options are exercised and a non-controlling interest is recognised

in equity until then.

Adjusting items



that must initially meet at least one of the following criteria:

• 

• 

transformation programme as these are not part of the Group’s underlying trading activity.

• 



as to whether the item should be classified as an adjusting item to IFRS performance measures. Refer to Note 11 for list

of these items including definitions and exclusion justifications.

6.2 SIGNIFICANT ESTIMATES

The preparation of consolidated financial statements requires the use of estimates and assumptions that affect the



contingent liabilities at the date of the financial statements. Uncertainty about these assumptions and estimates could

result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future

periods.



have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next



available when the consolidated financial statements were prepared. Existing circumstances and assumptions about



of the Group. Such changes are reflected in the assumptions when they occur.

Put options granted to non-controlling interests

The put option redemption liability measurement requires significant estimates and assumptions at each reporting





corresponding charge directly to equity. The charge to equity is recognised separately as business combinations equity

adjustment.

Annual Report and Accounts EUROWAG

179

FINANCIAL STATEMENTS

7. GROUP INFORMATION

The Group is organised in two operating segments:

• 



• 



The consolidated financial statements of the Group include:

Name

Principal

activities



incorporation Registered address



2021 2020

W.A.G payment solutions plc Holding

company

United

Kingdom





London W1S 4HA

 

W.A.G. payment solutions UK

LIMITED

Payment

solutions

United

Kingdom





United Kingdom

100% 

W.A.G. payment solutions AT

GmbH

Payment

solutions

Austria 

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100% 

W.A.G. AT GmbH Payment

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Austria 

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100% 

W.A.G. payment solutions BE

BVBA

Payment

solutions

Belgium Marcel Broodthaersplein



Belgium

100% 

W.A.G. payment solutions BG

EOOD

Payment

solutions

Bulgaria 18 Todor Aleksandrov blvd.



100% 

W.A.G. payment solutions HR

d.o.o.

Payment

solutions

Croatia 



100% 

 Payment

and mobility

solutions

Czech

Republic





100% 

 Payment

solutions

Czech

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



100% 



s.r.o.

Payment

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Czech

Republic





100% 

 Mobility

solutions

Czech

Republic





100% 

HI Software Development s.r.o.

(in liquidation)

Mobility

solutions

Czech

Republic





100% 

Princip a.s. Mobility

solutions

Czech

Republic





100% 

W.A.G. payment solutions DK

ApS

Payment

solutions

Denmark 



Denmark

100% 

W.A.G. payment solutions EE OÜ Payment

solutions

Estonia 



Estonia

100% 

W.A.G. payment solutions FI Oy Payment

solutions

Finland 





100% 

W.A.G. payment solutions FR

SARL

Payment

solutions

France 



Montpellier. France

100% 

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

180

FINANCIAL STATEMENTS

Notes to the Financial Statements CONTINUED

Name

Principal

activities



incorporation Registered address



2021 2020

W.A.G. payment solutions DE

GmbH

Payment

solutions

Germany 



100% 

W.A.G. payment solutions EL SP

LTD

Payment

solutions

Greece 



Greece

100% 



Kft.

Payment

solutions

Hungary 



100% 

 Payment

solutions

Hungary 



100% 

W.A.G. payment solutions IE

LIMITED

Payment

solutions

Ireland 



Ireland

100% 



R.L

Payment

solutions

Italy 



100% 

W.A.G. payment solutions IT

S.R.L. UNIPERSONALE

Payment

solutions

Italy 



100% 

SIA W.A.G. payment solutions LV Payment

solutions

Latvia 



100% 



UAB

Payment

solutions

Lithuania 



100% 

W.A.G. payment solutions LU

S.à r.l.

Payment

solutions

Luxembourg 

Luxembourg

100% 

W.A.G. payment solutions NL B.V. Payment

solutions

The

Netherlands



Amsterdam. The Netherlands

100% 

W.A.G. payment solutions NO AS Payment

solutions

Norway 



100% 



zoo

Payment

solutions

Poland 

Poland

100% 

Liserteco LDA Mobility

solutions

Portugal 



Portugal

100% 

W.A.G. payment solutions PT



Payment

solutions

Portugal 





100% 



s.r.l.

Payment

solutions

Romania Strada Intrarea Nestorei nr.





Romania

100% 

Eurowag d.o.o. Beograd-Stari

Grad

Payment

solutions

Serbia 



100% 

 Mobility

solutions

Slovakia 





100% 

 Payment

solutions

Slovakia 



100% 



s.r.o.

Payment

solutions

Slovakia 



100% 

 Payment

solutions

Slovenia 



100% 

7. GROUP INFORMATION CONTINUED

Annual Report and Accounts EUROWAG

181

FINANCIAL STATEMENTS

Name

Principal

activities



incorporation Registered address



2021 2020

W.A.G. payment solutions Spain

SLU.

Payment

solutions

Spain 







Spain

100% 

W.A.G. mobility solutions Iberia

Payment

solutions

Spain 







Spain

100% 

 Payment

solutions

Spain 







Spain

100% 

 Payment

solutions

Spain 



Araia Asparrena 01 Araba/



100% 

 Mobility

solutions

Spain 



Araia Asparrena 01 Araba/



100% 

 Mobility

solutions

Spain 



Araia Asparrena 01 Araba/



100% 

Tax Refund Consulting SL Mobility

solutions

Spain 



100% 

 Mobility

solutions

Spain 



100% 

W.A.G. payment solutions CH AG Payment

solutions

Switzerland 

Switzerland

100% 

W.A.G. payment solutions

Sweden AB

Payment

solutions

Sweden 



100% 

WAG Payment Solutions Turkey

Ödeme Sistemleri Ticaret Limited



Payment

solutions

Turkey FSM Mah. Poligon Cad. No:







100% 

 Mobility

solutions

Slovakia 





 

Tripomatic s.r.o. Mobility

solutions

Czech

Republic





 

Sygic Czech Republic s.r.o. Mobility

solutions

Czech

Republic





 

Sygic Ltd. (in liquidation) Mobility

solutions

United

Kingdom







 

7. GROUP INFORMATION CONTINUED

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

182

Notes to the Financial Statements CONTINUED

FINANCIAL STATEMENTS

Name

Principal

activities



incorporation Registered address



2021 2020

KomTeS Chrudim s.r.o. Mobility

solutions

Czech

Republic





Republic

51% 

 Mobility

solutions

Czech

Republic





Republic

51% 

KomTeS SK s.r.o. Mobility

solutions

Slovakia 

Slovakia

51% 

Threeforce BV Mobility

solutions

The

Netherlands





 

UAB “Tankita” Payment

solutions

Lithuania 

Lithuania

20% 











• 

• 

• 

• 

7. GROUP INFORMATION CONTINUED

Annual Report and Accounts EUROWAG

183

FINANCIAL STATEMENTS





Acquisition of 51% share in KomTeS





and KomTeS customers in both the Czech Republic and Slovakia.



to exercise the call option at any time after 1 January 2022 and the minority Shareholders are entitled to exercise the

put option at any time after 18 December 2023 (if the call option has not been exercised).

The fair values of identifiable assets and liabilities of KomTeS as at the date of acquisition were:



Fair value recognised





Assets

 

Identifiable intangible assets 

Trade receivables 772

Cash and cash equivalents 

Inventories 

Accruals 10

 

Trade payables 

Deferred tax 

Accruals 

 

 4,614

Non-controlling interest measured at fair value 

 –



contractual cash flows not expected to be collected.

Associate investment in Last Mile Solutions







companies will combine efforts to provide industry-leading eMobility services to their customers throughout Europe.



The put option is measured as a derivative instrument.



Associate investment in Drivitty





strategic partnership the Group aims to accelerate its path towards providing fully seamless mobile payments for its

customers.



not provide control over the entity.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

184

Notes to the Financial Statements CONTINUED

FINANCIAL STATEMENTS

CONTINUED

Acquisition of 25% non-controlling interest in ADS Group



services provider in Spain and Portugal. The transaction is a key part of the Group’s long-term strategy to strengthen its

presence in the Iberian Peninsula and Western Europe.







Pay-out of deferred acquisition consideration





There were no acquisitions in 2020.

Net outflows of cash to acquire subsidiaries were as follows:



31 December

2021

31 December

2020

Cash consideration paid  

Cash acquired  

Net outflow of cash – investing activities 1,166 

Cost of acquisition of subsidiaries recognised in other operating expense:

EUR ‘000

For the year ended

31 December

2021 2020

Acquisition costs  376



The following table provides the fair value measurement hierarchy of the Group’s assets and liabilities.



EUR ‘000 Date of valuation

Fair value measurement using

Quoted

prices

in active

markets



Significant

observable

inputs



Significant

unobservable

inputs

 

Assets measured at fair value

Derivative financial assets

Foreign currency forwards 31 December 2021    

Foreign currency swaps 31 December 2021  252  252



Derivative financial liabilities

Foreign currency forwards 31 December 2021  356  356

Put options 31 December 2021   130 130

Interest rate swaps 31 December 2021  527  527



Annual Report and Accounts EUROWAG

185

FINANCIAL STATEMENTS

CONTINUED



 Date of valuation

Fair value measurement using

Quoted

prices

in active

markets



Significant

observable

inputs



Significant

unobservable



 

Assets measured at fair value

Derivative financial assets

Foreign currency forwards 31 December 2020    

Foreign currency swaps 31 December 2020    



Derivative financial liabilities

Foreign currency forwards 31 December 2020    

Interest rate swaps 31 December 2020    





other payables approximates their carrying amounts largely due to the short-term maturities of these instruments.

Interest-bearing loans and borrowings are at floating rates with margin corresponding to market margins.

The fair value of the financial assets and liabilities is included at the amount at which the instrument could be



10. SEGMENTAL ANALYSIS

Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating

Decision Maker (“CODM”). The Group considers the Executive Committee to be the CODM effective from July 2021.

The Board of Directors was considered as CODM prior to that date. The CODM reviews net energy and services sales

and contribution to evaluate segment performance and allocate resources to the overall business.















The CODM does not review assets and liabilities at segment level.



Payment

solutions



solutions 

Segment revenue 1,606,051 40,051 1,646,102

Net energy and services sales  40,051 153,132

Contribution   

Contribution margin   

Corporate overhead and indirect costs before adjusting items 

Adjusting items affecting Adjusted EBITDA 

Depreciation and amortisation 

Net finance cost and share of net loss of associates 

Profit before tax 

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

186

Notes to the Financial Statements CONTINUED

FINANCIAL STATEMENTS

10. SEGMENTAL ANALYSIS CONTINUED

Year ended 31 December 2020

EUR ’000

Payment

solutions

Mobility

solutions Total

Segment revenue   

Net energy and services sales   

Contribution   

Contribution margin   

Corporate overhead and indirect costs before adjusting items 

Adjusting items affecting Adjusted EBITDA 

Depreciation and amortisation 

Net finance cost and share of net loss of associates 

Profit before tax 

Geographical split – segment revenue from contracts with customers



geographical location of the actual transaction.



For the year ended

31 December

2021 2020

  

Poland (“PL”)  

  

Portugal (“PT”)  

  

Romania (“RO”)  

  

Not specified  

 1,646,102 



Geographical split – net energy and services sales

EUR ‘000

For the year ended

31 December

2021 2020

Czech Republic  

Poland  

 20,566 

Portugal  

  

Romania  

  

Not specified 6,363 

 153,132 

Annual Report and Accounts EUROWAG

187

FINANCIAL STATEMENTS

10. SEGMENTAL ANALYSIS CONTINUED





investments in associates and other non-current assets.



For the year ended 31

December

2021 2020

Czech Republic  

Spain  

Slovakia  

United Kingdom 541 

Other  

  

Timing of revenue recognition was as follows:



For the year ended 31

December

2021 2020

Payment solutions

Goods and services transferred at a point in time  

Services transferred over time 20,350 

1,606,051 



Goods and services transferred at a point in time  

Services transferred over time  

40,051 

 1,646,102 

11. ALTERNATIVE PERFORMANCE MEASURES







effective tax rate.

The Group uses Alternative Performance Measures (“APMs”) to provide additional information to investors and to







Net energy and services sales





of its financial performance on the basis that it adjusts for the volatility in underlying energy prices. The Group has

discretion in establishing final energy price independent from the prices of its suppliers as explained in Note 6 under

Principal versus agent considerations.





Organic net energy and service sales growth excludes the net sales of the Group’s acquisitions in the current period. In





were external sales to them in prior period. Remaining net sales of KomTeS are excluded in the calculation.

Contribution

Contribution is defined as net energy and services sales less operating costs that can be directly attributed to or controlled

by the segments. Contribution does not include indirect costs and allocations of shared costs that are managed at a group

level and hence shown separately under Indirect costs and corporate overhead. Contribution is before adjusting items.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

188

Notes to the Financial Statements CONTINUED

FINANCIAL STATEMENTS

11. ALTERNATIVE PERFORMANCE MEASURES CONTINUED

The CODM reviews net energy and services sales and contribution to evaluate segment performance and allocate





proportion of that segment’s Net energy and services sales.

EBITDA





evaluate the profitability of companies. EBITDA eliminates potential differences in performance caused by variations in





extent to which intangible assets are identifiable (affecting relative amortisation expense).

Adjusted EBITDA

Adjusted EBITDA is defined as EBITDA before adjusting items:

Adjusting item Definition 

M&A-related expenses Fees and other costs

relating to the Group’s

acquisitions activity

M&A-related expenses differ every year based on acquisition

activity of the Group. Exclusion of these costs allow better result

comparability.



related expenses

Non-recurring advisory

and other expenses

relating to the Admission



impact on 2021 profitability. IPO had very limited impact on

expenses in 2020 and will not have any impact on expenses

in 2022.

Strategic

transformation

expenses

Costs relating to

broadening the skill bases

of the Group’s employees

(including in respect of

executive search and



well as costs related to

transformation of key IT

systems

Broadening the skill base

IPO and IT strategic transformation requires different skill base

of the Group’s employees. Expenses related to these strategic

events were excluded as otherwise they would not be incurred. The

expenses are expected to end in 2022.

Transformation of key IT systems

Transformational expenditure represents investments intended





This also includes systems and processes improvements to

improve services provided to customers. Transformational







2023 and due to the fact that annual investments compared to

Group’s Net sales are significantly higher than regular investments

of a technology company.

Share-based

compensation

Equity-settled and cash-

settled compensation

provided to the Group’s

management before IPO

Share options and cash-settled compensation have been provided

to management and certain employees in connection with the

IPO. Total share-based payment charge to be excluded in period



is a one-off and EUR 20.6 million is amortised over three years.

Although these costs will be amortised over the next three years



to a one-off event. Anticipated expense adjustment amounts to



in 2024.





annual remuneration package.

Management believes that Adjusted EBITDA is a useful measure for investors because it is a measure closely tracked by







Annual Report and Accounts EUROWAG

189

FINANCIAL STATEMENTS

11. ALTERNATIVE PERFORMANCE MEASURES CONTINUED

Adjusted EBITDA reconciliation



For the year ended 31

December

2021 2020

 15,303 

  

 2,435 

Depreciation and amortisation  

Net finance cost and share of net loss of associates  

Profit before tax  

  

  376

Non-recurring IPO-related expenses  330

Strategic transformation expenses  

  

Adjusting items  

  

Adjusted earnings (net profit)

Adjusted earnings are defined as profit after tax before adjusting items:

Adjusting item Definition 

Amortisation of

acquired intangibles

Amortisation of assets recognised

at the time of an acquisition

(primarily ADS and Sygic)

The Group acquired a number of companies in the past

and plans further acquisitions in the future. The item is

prone to volatility from period to period depending on the

level of M&A.

Amortisation due

to transformational

useful life changes

Accelerated amortisation of

assets being replaced by strategic

transformation of the Group

Strategic IT transformation programme of the Group

is replacing selected softwares before their originally

estimated useful life. This may also include early fixed

asset write-offs. Amortisation of such assets has been

accelerated and abnormally high difference between

original and accelerated depreciation was excluded to

allow period on period result comparability.

Total expected amortisation charge to be excluded in



which EUR 2.1 million is expected to be excluded in 2022.

The amount represents assets replaced by strategic IT



may be taken as the Group continues with its strategic IT



assets being replaced and either accelerated or written-

off. The Group expects this adjustment to be relevant

until 2024.

Adjusting

items affecting

Adjusted EBITDA

Items recognised in the preceding



Adjusted EBITDA

Justifications for each item are listed in the

preceding table.

Tax effect Decrease in tax expense as a result

of above adjustments

Tax effect of above adjustments is excluded to adjust the

impact on after tax profit.

The Group believes this measure is relevant to an understanding of its financial performance absent the impact of

abnormally high levels of amortisation resulting from acquisitions and from technology transformation programmes.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

190

Notes to the Financial Statements CONTINUED

FINANCIAL STATEMENTS

11. ALTERNATIVE PERFORMANCE MEASURES CONTINUED

Adjusted earnings reconciliation

EUR ‘000

For the year ended 31

December

2021 2020

Profit for the year  

Amortisation of acquired intangibles  

Amortisation due to transformational useful life changes  261

Adjusting items affecting Adjusted EBITDA  

Tax effect  

Adjusted earnings (net profit)  

Adjusted earnings per share

Adjusted earnings per share is calculated by dividing the adjusted net profit for the period attributable to equity holders

by the weighted average number of ordinary shares outstanding during the period. See Note 25 for further information.

Adjusted effective tax rate

Adjusted effective tax rate is calculated by dividing the adjusted tax expense by the adjusted profit before tax.

The adjustments represent adjusting items affecting adjusted earnings. See Note 15 for further information.

Net debt/cash

Net debt/cash is calculated as cash and cash equivalents less interest-bearing loans and borrowings.

Transformational capital expenditure





processes improvements to improve services provided to customers.

12. EMPLOYEE EXPENSES

Employee expenses for the respective periods consist of the following:



For the year ended 31 December

2021 2020



personnel

Key

management*

Total

personnel

Key

management*

Wages and salaries    

Social security and health insurance    302

Social cost  –  1

    

Other personnel cost (unused vacation) 126 – 601 143

Own work capitalised  –  

 55,665   



1 July 2021 includes the Board and Executive Committee of W.A.G payment solutions plc.







Information regarding the highest paid director is included in the Directors Remuneration Report on pages 120 to 140.

Annual Report and Accounts EUROWAG

191

FINANCIAL STATEMENTS

12. EMPLOYEE EXPENSES CONTINUED

The monthly average number of employees by category during the period was as follows:

For the year ended 31

December

2021 2020

Sales and marketing 224 176

General and administrative  174

Product and operative* 606 542

 1,016 

* Product and operative category represents employees directly and indirectly related to product business units.



The Company currently operates the following share option plans:

Equity-settled share option plans

Pre-IPO option plans



must remain in service for a period of three years from the date of grant. Share options outstanding on Admission were

converted into the performance share plan based on the same vesting value and vesting conditions following approval

from the Remuneration Committee.

Pre-IPO bonus issue





The Ordinary Shares are subject to a holding period of one year.

Performance share plan (post-IPO)



plan (“PSP”) on Admission. The operation of the plan is supervised by the Remuneration Committee. Any employee

(including an Executive Director) of the Group is eligible to participate in the PSP at the discretion of the Remuneration

Committee. The PSP awards granted as nominal cost options in 2021 after Admission are subject to sliding scale



period is three years and employees must remain in service during this period.

No new share options were granted in 2020.



For the year ended

31 December 2021

For the year ended

31 December 2020

Average

exercise

price per

share option



Number

of share

options

Average

exercise

price per

share option



Number

of share

options

Opening   1.76 

Granted during the period before Admission    

Exercised during the period before Admission    

Forfeited during the period before Admission 1.10  1.42 

Outstanding on Admission –   

 0.01   

Granted during period after Admission 0.01   

 0.01  1.83 

Vested and exercisable at the end of the period – –  



issued. No change was made to total fair value of equity instruments granted.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

192

Notes to the Financial Statements CONTINUED

FINANCIAL STATEMENTS

CONTINUED

Share options outstanding at the end of the period have the following expiry dates and exercise prices:





31 December 2021 31 December 2020

Numbers

of shares

outstanding

Weighted

average

remaining

life (years)

Numbers

of shares

outstanding

Weighted

average

remaining

life (years)

2.17 – –  0.08

2.21 – –  0.67

1.10 – –  1.67

0.01  2.32  

  –  





interest rate for the term of the option.

The model inputs for options granted in 2021 included:

31 December 2021

After Admission 

Share price at grant date 1.5 GBP 

Exercise price 0.01 defined by option contracts

Expected price volatility of Company’s shares  

Risk-free interest rate  

Cash-settled share option plans (pre-IPO)



once the management has completed six months of service. Management must remain in service for a period of three

years from the date of grant. The fair value of share options granted is estimated at each reporting date on the basis

of estimated and realised EBITDA growth during service period. The liability is settled after satisfaction of the service

condition.



term shareholder returns. Shadow shares are granted under the plan for no consideration and carry no voting rights.

Participants in the plan are entitled to equivalent dividend in case dividends are approved by Shareholders of the

Company. The fair value of shadow share options granted is estimated at the date of grant on the basis of estimated

EBITDA growth in the next three years and remeasured at each reporting date.





31 December

2021

31 December

2020

Cash-settled plans liability 2,342 

Annual Report and Accounts EUROWAG

193

FINANCIAL STATEMENTS

CONTINUED

Expenses arising from share-based payment transactions



For the year ended

31 December

2021 2020

Equity-settled plans (pre-IPO option plans)  

Equity-settled plans (pre-IPO bonus issue) 1,125 

 1,255 

  535

  

  

  

14. FINANCE COSTS

Finance costs for the respective periods were as follows:



For the year ended

31 December

2021 2020

Bank guarantees fee 616 518

Interest expense  

Factoring fee  366

Loss from the revaluation of derivatives – 878

Foreign exchange loss  

Other 61 220

  

Net loss from the revaluation of derivatives relates to contracts that did not qualify for hedge accounting.



which is presented under finance income.

15. INCOME TAX









Structure of the income tax for the respective periods is as follows:



For the year ended

31 December

2021 2020

Current income tax charge  

Adjustments in respect of current income tax of prior years 112 873

Deferred tax  

  

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

194

Notes to the Financial Statements CONTINUED

FINANCIAL STATEMENTS

15. INCOME TAX CONTINUED

Reconciliation of tax expense and the accounting profit multiplied by the Company domestic tax rate for the below

periods:



For the year ended

31 December

2021 2020

Accounting profit before tax  

  

Adjustments in respect of current income tax of prior years 112 873

Effect of certain income subject to a special tax rate – 

Effect of different tax rates in other countries of the Group  127

Change in unrecognised deferred tax assets – 

  

  

Share-based payments  131

Net investment hedge  

Tax credits – 

Effect of accumulated tax loss claimed in the current period  

Effect of non-taxable income – 

Effect of unrecognised deferred tax assets relating to tax losses of current period 145 130

At the effective income tax rate of  

Income tax expense reported in the statement of profit or loss  

Adjusted effective tax rate is as follows:



For the year ended

31 December

2021 2020

Accounting profit before tax  

Adjusting items affecting adjusted EBITDA  

Amortisation of acquired intangibles  

Amortisation due to transformational useful life changes  261

  

Accounting tax expense  

Tax effect of above adjustments  

  

  

  

Annual Report and Accounts EUROWAG

195

FINANCIAL STATEMENTS

15. INCOME TAX CONTINUED





31 December

2021

31 December

2020

Unrecognised tax losses expiring by the end of:

31 December 2021 – 113

31 December 2022 210 

31 December 2023  283

31 December 2024 and after  852

No expiry date  

 2,244 

Potential tax benefit 426 320

The unused tax losses were incurred by dormant subsidiaries that are not likely to generate taxable income in the

foreseeable future.

Deferred tax balances and movements:



1 January

2021



combinations



credited to

profit or loss







differences

31 December

2021

Difference between net book value of

fixed assets for accounting and tax

purposes    –  

Allowances to receivables  –  –  

Provisions for liabilities and charges  –  –  1,454

Tax losses  –  – 6 

Tax benefit from pre-acquisition

reserves  –  – – 6,423

Other  –  –  6

Net deferred tax asset/(liability)    – 122 

Recognised deferred tax asset  – 463 – 122 

Recognised deferred tax liability    – – 



1 January

2020

Business

combinations



credited to

profit or loss



equity

Translation

differences

31 December

2020

Difference between net book value of

fixed assets for accounting and tax

purposes   464  4 

Allowances to receivables      

Provisions for liabilities and charges      

Accruals tax deductible in different

period 331    5 14

Tax losses   155  2 157

Tax benefit from pre-acquisition

reserves      

Other    46  

Net deferred tax asset/(liability)    46  

Recognised deferred tax asset    46  

Recognised deferred tax liability      

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

196

Notes to the Financial Statements CONTINUED

FINANCIAL STATEMENTS

15. INCOME TAX CONTINUED

The Group offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets

and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the

same tax authority.







Group is able to control the timing of distributions from this subsidiary and is not expected to distribute these profits in

the foreseeable future.

16. INTANGIBLE ASSETS

Cost of intangible assets subject to amortisation:

 Goodwill



relationships

Internal

software

development

Patents

and rights

External

software

Other

intangible

assets

Internal

assets in

progress

External

assets in

progress Total

1 January 2020 104,654   5,460  155   

Additions  510  2 52  365  

Transfer         

Disposals         

Translation

differences         

31 December

2020    5,460 20,612 31   

Additions  113       

Acquisition of a

subsidiary     77    

Transfer         

Disposals         

Translation

differences    5   747 36 

31 December

2021    5,465 24,245 31   

Accumulated amortisation and impairment of intangible assets subject to amortisation:

 Goodwill



relationships

Internal

software

development

Patents

and rights

External

software

Other

intangible

assets

Assets in

progress Total

1 January 2020 –      – 

Amortisation        

Transfer      14  

Disposals     6   6

Translation

differences  74 258 3 63 3  401

31 December 2020 –      – 

Amortisation        

Acquisition of a

subsidiary        

Disposals     155   155

Translation

differences        

31 December 2021 –      – 

Annual Report and Accounts EUROWAG

197

FINANCIAL STATEMENTS

16. INTANGIBLE ASSETS CONTINUED

Net book value:

 



relationships

Internal

software

development

Patents

and rights



software

Other

intangible

assets

Assets in

progress 

Net book value at

31 December 2020      7  

Net book value at

31 December 2021     11,525 5  

Internal assets in progress consist of assets where the development phase has not yet been completed.



the intangible asset.





For the year ended

31 December

2021 2020

Expensed research and development costs 5,024 

Impairment testing



which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal





on a DCF model. The cash flows are derived from the budget for the next five years and do not include restructuring

activities that the Group is not yet committed to or significant future investments that will enhance the asset’s

performance of the CGU being tested. Climate change impact on recoverable amounts and useful life of non-financial

assets is not considered to be significant in the next five years. The recoverable amount is sensitive to the discount



purposes. These estimates are most relevant to goodwill. The key assumptions used to determine the recoverable

amount for the different CGUs are disclosed and further explained below.

Goodwill acquired through business combinations is allocated to the respective CGUs for impairment testing.

Carrying amount of the goodwill allocated to each of the CGUs:



31 December

2021

31 December

2020

Energy  

Navigation  

Telematics  

Tax refund  

Toll 2,061 

  

The recoverable amount of CGUs has been determined based on a value-in-use calculation using cash flow projections



EUROWAG Annual Report and Accounts for the year ended 31 December 2021

198

Notes to the Financial Statements CONTINUED

FINANCIAL STATEMENTS

16. INTANGIBLE ASSETS CONTINUED

Key assumptions used for impairment testing

Discounted cash flow model is based on the following key assumptions:

• Discount rate

• Net energy and services sales for Energy CGU; revenues for Navigation and Telematics CGUs

• Revenue growth

Net energy and services sales and revenue growth were determined by management separately for each CGU. They



estimated macroeconomic developments in individual regions and the Group’s plans regarding new products



growth represent the best possible assumption of the Group’s management considering the future development as at

the end of the period.

Discount rate reflects specific risks relating to the industry in which the Group operates. Used discount rate is based on

the weighted average cost of capital (“WACC”) of the Group as presumed by Capital Asset Pricing Model.

The table below shows key assumptions used in the value-in-use calculations for material CGUs:

31 December

2021

31 December

2020



Pre-tax discount rate 10.0% 

Long-term growth rate  



Pre-tax discount rate 12.0% 

Long-term growth rate 2.0% 



Pre-tax discount rate 11.0% 

Long-term growth rate 2.0% 

Tax refund and Toll CGUs were not significant.

The Group has considered the potential impact of climate change in impairment tests. Additional sensitivities of

discounted cash-flows were modelled to determine break-even increase in operating and capital expenses and a

combination of revenue decrease and expense increase. Reasonably possible change in operating and capital expenses

does not lead to any impairment.

Energy



thousand.



equal to its carrying amount.



recoverable amount to be equal to its carrying amount.



Reasonably possible change in operating and capital expenses does not lead to any impairment.

Reasonably possible change in revenue decrease and expenses increase does not lead to any impairment.

Annual Report and Accounts EUROWAG

199

FINANCIAL STATEMENTS

16. INTANGIBLE ASSETS CONTINUED

Navigation



thousand.



equal to its carrying amount.



to its carrying amount.



Reasonably possible change in operating and capital expenses does not lead to any impairment.

Reasonably possible change in revenue decrease and expenses increase does not lead to any impairment.

Telematics



thousand.



equal to its carrying amount.



to its carrying amount.

Reasonably possible change in operating and capital expenses does not lead to any impairment.

Reasonably possible change in revenue decrease and expenses increase does not lead to any impairment.













improvements



and



Vehicles,

Furniture

and fixtures



in progress 

1 January 2020      

Additions      

Transfer  457  483  

Disposals      

Translation differences      

31 December 2020  3,601   1,555 54,404

Additions  432  213 5 

Acquisition of a subsidiary    557  557

Disposals      

Translation differences 631 173 705  23 

31 December 2021  4,165    

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

200

Notes to the Financial Statements CONTINUED

FINANCIAL STATEMENTS

CONTINUED











improvements



and



Vehicles,

Furniture

and fixtures



in progress 

1 January 2020     – 

Depreciation charge      

Disposals   433 350  783

Translation differences 117 27 267   504

31 December 2020     – 

Depreciation charge      

Acquisition of a subsidiary      

Disposals  10 113   

Translation differences      

31 December 2021     – 











improvements



and



Vehicles,

Furniture

and fixtures



in progress 

Net book value

at 31 December 2020      

Net book value

at 31 December 2021  2,060    





31 December

2021

31 December

2020

 34,544 



and Group reorganisation.





comprise a larger number of various diversified lease contracts in different locations.

Right-of-use assets



31 December

2021

31 December

2020

Buildings  

Lands  513

Vehicles and machinery 621 

  

Additions to the right-of-use assets  

Annual Report and Accounts EUROWAG

201

FINANCIAL STATEMENTS

CONTINUED

Depreciation charge of right-of-use assets



For the year ended

31 December

2021 2020

Buildings  

Lands  

Vehicles and machinery  

  

Lease liabilities



31 December

2021

31 December

2020

Long-term lease liabilities  

Short-term lease liabilities 2,601 

  



31 December

2021

31 December

2020

Within one year 2,601 

After one year but not more than five years  

More than five years  

  



Leases in the Income statement

Leases are shown as follows in the income statement:



For the year ended

31 December

2021 2020

Other operating expense

Short-term lease expenses  

Low-value lease expenses 53 27

Other lease expenses (additional costs)  34

Depreciation and impairment losses

Depreciation of right-of-use assets 2,435 

Net finance costs

Interest expense on lease liabilities  

Currency translation (gains)/losses on lease liabilities  5





Name Measurement method Registered office

Effective economic interest

2021 2020

 Equity method The Netherlands  

 Equity method Lithuania 20% 

Both associates are private entities; no quoted prices are available. Drivitty is immaterial to the Group.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

202

Notes to the Financial Statements CONTINUED

FINANCIAL STATEMENTS

CONTINUED

Share of net assets was as follows:

 2021

Opening balance at 1 January –

Acquisition 

Share of net loss 

Translation 

 

Commitments and contingent liabilities in respect of associates



31 December

2021

31 December

2020

 3,000 









Summarised financial information



the Group. The information disclosed reflects the amounts presented in the financial statements of the associate and

not Group’s share of those amounts. They have been amended to reflect adjustments made by the entity when using



by the Group.







31 December

2021

Current assets 

Current liabilities 

 3,550

Non-current assets 

Non-current liabilities 404

Non-current net assets 

Net assets 11,261



Opening net assets 

Loss for the period 

Translation 

 11,261

 

Group’s share in EUR ‘000 

Goodwill 

 

Annual Report and Accounts EUROWAG

203

FINANCIAL STATEMENTS

CONTINUED







For the year

ended

31 December

2021

Revenue 

Loss for the period 

 

20. INVENTORIES



31 December

2021

31 December

2020

Raw materials 136 246

Goods (excluding on-board units)  

Finished products 3 20

On-board units  

  

Write-downs of inventories to net realisable value were as follows:



For the year ended

31 December

2021 2020

Write-downs of inventories to net realisable value – 

Write-downs of inventories were recognised as an expense and were included in cost of energy sold in the statement of

profit or loss.

Goods recognised as an expense are presented in full under cost of energy sold.

Raw materials consumed were as follows:



For the year ended

31 December

2021 2020

Raw materials consumed (in other operating expense)  813

21. TRADE AND OTHER RECEIVABLES



31 December

2021

31 December

2020

Trade receivables  

Receivables from tax authorities  

Advances granted  

Unbilled revenue 5,533 

Miscellaneous receivables 4,000 

Tax refund receivables  

Prepaid expenses and accrued income  

Contract assets  

 300,601 

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

204

Notes to the Financial Statements CONTINUED

FINANCIAL STATEMENTS

21. TRADE AND OTHER RECEIVABLES CONTINUED

Pledged receivables are subject to security of bank loans including trade and other receivables subject to pledge on

ADS shares:



31 December

2021

31 December

2020

Pledged receivables  

  

Trade receivables are non-interest bearing and are generally payable on terms below 30 days. Trade and other

receivables are non-derivative financial assets carried at amortised cost.

Tax refund receivables include receivables from foreign tax authorities and from financing of tax refunds to customers

until processing of the application for tax refund by tax authorities.



loss allowance for all trade receivables and contract assets. Simplified approach adopted by the Group in 2020 is using



The ageing analysis of trade and other receivables overdue but without any expected credit loss was as follows:



Past due



Past due

more than



Past due

more than



Past due

more than

365 days 

As at 31 December 2021 – – –  

As at 31 December 2020     

The carrying value of trade and other receivables approximates their fair value due to their short-term maturities.



31 December 2021

 

Past due



Past due

more than

 

Gross value of receivables *  34,314  

Expected credit loss 523 2,623  

31 December 2020

EUR ‘000 

Past due



Past due

more than

 Total

Gross value of receivables *    

Expected credit loss 361   



these are non-financial assets.

Annual Report and Accounts EUROWAG

205

FINANCIAL STATEMENTS

21. TRADE AND OTHER RECEIVABLES CONTINUED

Allowances against outstanding receivables that are considered doubtful were charged to income statement based on

the analysis of their collectability.

 Amount

Allowances at 1 January 2020 

Charged 

Utilised 

Unused amounts reversed 

FX differences 

Allowances at 31 December 2020 

Charged 

Utilised 

Unused amounts reversed 

FX differences 

Allowances at 31 December 2021 

Trade receivables and contract assets are written off where there is no reasonable expectation of recovery. Indicators





proceedings.

22. DERIVATIVES



31 December

2021

31 December

2020

Derivative assets

  162

 – 

 – 135

 252 

  526

Current  526

Non-current 252 

Derivative liabilities

 356 125

Put options related to associates 130 

 – 

  

 1,013 

Current 356 

Non-current  

Derivatives not designated as hedging instruments reflect positive or negative change in fair value of those foreign





purchases or interest rate risk.

Put options redemption liability related to non-controlling interests is described in Note 28. Put option related to an





EUROWAG Annual Report and Accounts for the year ended 31 December 2021

206

Notes to the Financial Statements CONTINUED

FINANCIAL STATEMENTS

22. DERIVATIVES CONTINUED

Cash flow hedges

Foreign currency risk

Foreign exchange forward contracts measured at fair value through OCI are designated as hedging instruments in cash

flow hedges for forecasted sales in EUR.

While the Group also enters into other foreign exchange forward contracts with the intention of reducing the foreign



are measured at fair value through profit or loss. The foreign exchange forward contract balances vary with the level of

expected foreign currency sales and purchases and changes in foreign exchange forward rates.

The terms of the foreign currency forward contracts match the terms of the expected highly probable forecast



The Group hedges cash flows from highly probable future sales of energy and financing of tolls and tax refunds.

The Group contracted FX forwards as hedging instruments. The hedge effectiveness is measured by comparing the



value of the hedging instruments (known as a “hypothetical derivative”).

Hedging parameters

• The sum of the nominal values of hedging foreign currency loans and the notional amount of derivatives and the



• 

• 

cash flows on hedged sales are identical; and

• 

the change in cash flow from changes in the exchange rate.

Hedging of future cash flows:

 Within 1 year  

Currency risk exposure

 – – –

 – – –

 – – –

Balance as at 31 December 2020 Within 1 year  Total

Currency risk exposure

 135  135

   

   



amount of revenues in EUR (hedged items).

Annual Report and Accounts EUROWAG

207

FINANCIAL STATEMENTS

22. DERIVATIVES CONTINUED

Interest rate risk



risk management strategy of the Group requires minimisation of its exposure to changes in cash flow interest rate risk.





allows the Group to reduce its interest rate risk.



31 December

2021

31 December

2020

Carrying amount (current and non-current asset) 252 

Carrying amount (current and non-current liabilities)  

Nominal amount  

Maturity date 2024

and 2025

2024

and 2025

Change in fair value of outstanding hedging instruments since 1 January 2,416 

Change in value of hedged item used to determine hedge effectiveness  

Weighted average hedged rate for the year 0.26% 

Hedging items

The Group used the following hedging instruments with nominal value:



31 December

2021

31 December

2020

Foreign exchange forwards – 

Interest rate swaps  

  

Hedging effects to statement of profit and loss in the respective periods were the following:



31 December

2021

31 December

2020

Foreign exchange forwards 323 

Interest rate swaps  

Loan 10 million EUR – 124

  

Net investment hedge











acquisitions of its foreign investments.



31 December

2021

31 December

2020

Carrying amount (non-current borrowings) 45,112 

Change in carrying amount of bank loan as a result of foreign currency movements since 1

  

Change in value of hedged item used to determine hedge effectiveness 2,462 

Weighted average hedged rate for the year 







EUROWAG Annual Report and Accounts for the year ended 31 December 2021

208

Notes to the Financial Statements CONTINUED

FINANCIAL STATEMENTS







31 December

2021

31 December

2020

Cash at banks 224,141 

Cash on hand 23 32

 224,164 

Bank overdrafts  

 224,154 

Pledged cash at bank subject to security of bank loans:



31 December

2021

31 December

2020

Cash at banks pledged  

The fair value of cash and cash equivalents approximates their carrying value due to their short-term maturities.

Credit quality of cash at banks and short-term deposits:





31 December

2021

31 December

2020

Aa  

A  

Baa 161,643 

Ba  

B 654 641

Caa 2,654 

Unrated  346

 224,141 

Annual Report and Accounts EUROWAG

209

FINANCIAL STATEMENTS





Number of





Number of







premium





reserve



Ordinary shares



At 1 January 2020

2,412,532  – –  –

Issuance of share capital      

At 31 December 2020 2,412,532  – –  –

Issuance of share capital (share options

exercised)

 84    

 4,554,400 4,242 – – 6,625 –



 4,242 – – 6,625 –

Group reorganisation

     

Pre-IPO bonus (share-based

payments)

 7    

Primary proceeds (net of expenses)

     

Capital reduction

     

Allotment of class B share

  1   

At 31 December 2021   1 30,006  

1. 





2. 

3. 







before Admission (footnote 7 below)

4. EUR 2.6 million was reclassified to share capital and EUR 6.6 million from share premium into merger reserve to reflect the nominal value of 1 pence



5. 

less direct share issue expenses of EUR 5.7 million

 



recognized against share premium

6. 

October 2021

7. 







date for financial reporting. The Company will be able to apply the distributable reserves arising from the capital reduction and the Class B share

cancellation in 2022

Share-based payments

The Group has a share option scheme under which options to subscribe for the Group’s shares have been granted to

management.

Refer to Note 13 for further details on these plans.

Changes in Shareholders’ equity of W.A.G. payment solutions, a.s.



to distribute profit to the Shareholders and keep all profit as the retained earnings.



decided not to distribute profit to the Shareholders and keep all profit as the retained earnings.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

210

Notes to the Financial Statements CONTINUED

FINANCIAL STATEMENTS

CONTINUED

Other reserves



31 December

2021

31 December

2020

Foreign currency translation reserve  255

Reserve funds 54 437

Cash-flow hedge reserve  

 1,465 







thousand was transferred to retained earnings.



contributions from local profits.

Business combinations equity adjustment



Once the put option is exercised and the liability is settled the equivalent amount is transferred from the Business

combinations equity adjustment reserve to Retained earnings. Refer to Non-controlling interests section for ADS

acquisition.

Non-controlling interests





Set out below is summarised financial information for each subsidiary that has non-controlling interests that are material

to the Group.



 

31 December

2021

31 December

2020

31 December

2021

31 December

2020

Current assets –   

Current liabilities –  4,035 

 –   

Non-current assets –   

Non-current liabilities –   

Non-current net assets –   

Net assets –   

Accumulated NCI –   

Annual Report and Accounts EUROWAG

211

FINANCIAL STATEMENTS

CONTINUED



 

31 December

2021

31 December

2020

31 December

2021

31 December

2020

Revenues –   

Profit/(loss) for the period –   

Other comprehensive income – 68 46 

 –   

Profit allocated to NCI –  54 

Dividends paid to NCI 1,025   65



 

31 December

2021

31 December

2020

31 December

2021

31 December

2020

Cash flows from operating activities –   

Cash flows from investing activities –   

Cash flows from financing activities –   

 –   





The effect on the equity attributable to the owners of the Group is summarised as follows:



31 December

2021

31 December

2020

Carrying amount of non-controlling interests acquired  

Consideration paid to non-controlling interests  

  

25. EARNINGS PER SHARE

All ordinary shares have the same rights. Class B share was excluded from earnings per share (“EPS”) calculation as it



Basic EPS is calculated by dividing the net profit for the period attributable to equity holders of the Group by the

weighted average number of ordinary shares outstanding during the year.

Diluted EPS is calculated by dividing the net profit for the period attributable to equity holders of the Group by the



shares that would be issued if all dilutive potential ordinary shares were converted into ordinary shares.

Adjusted EPS is calculated by dividing the Adjusted earnings (net profit) for the period attributable to equity holders by

the weighted average number of ordinary shares outstanding during the period.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

212

Notes to the Financial Statements CONTINUED

FINANCIAL STATEMENTS

25. EARNINGS PER SHARE CONTINUED



For the year ended 31 December

2021 2020

  

Basic weighted average number of shares  

Effects of dilution from share options  

Total number of shares used in computing dilutive earnings per share  

 1.54 3.76

Diluted earnings per share (cents/share) 1.53 3.73





exchanged for shares in the Company on 7 October 2021.

Adjusted earnings per share measures:

For the year ended 31 December

2021 2020

  

  

Amortisation of acquired intangibles  

Amortisation due to transformational useful life changes  261

Tax impact of above adjustments*  

  

Basic weighted average number of shares  

Adjusted basic earnings per share (cents/share)  4.83

Diluted weighted average number of shares  

Adjusted dilutive earnings per share (cents/share)  

* non-controlling interests impact was excluded

Options

Options granted to employees under Share-based Option Plans are considered to be potential ordinary shares. They

have been included in the determination of diluted earnings per share if the required performance criteria would have



options have not been included in the determination of basic earnings per share. Details relating to the options are set

out in Note 13.

Annual Report and Accounts EUROWAG

213

FINANCIAL STATEMENTS



31 December 2021 31 December 2020

 Maturity

Interest

rate



limit in

currency

Amount

in original

currency

Amount in



Total

limit in

currency

Amount

in original

currency

Amount in

EUR’000



Senior multicurrency

term and revolving

facilities agreement* EUR 2025/05

EURIBOR

+ margin      

Senior multicurrency

term and revolving

facilities agreement* EUR 2025/05

EURIBOR

+ margin      

Senior multicurrency

term and revolving

facilities agreement* EUR 2025/05

EURIBOR

+ margin      

Other loans 

fixed

rate   212   611

Revolving facilities

and overdrafts 10 10  

   

Current EUR  

Non-current EUR  



a. 

b. 

c. 

d. 

e. 

f. 

g. 

h. 



guarantees.

The Group has not drawn any loans from a non-bank entity.

The interest expense relating to bank loans and borrowings is presented in Note 14.

Interest bearing loans and borrowings are non-derivative financial liabilities carried at amortised cost.



aforementioned loans:

• 

• 

• 

• 

• 

• pledge of trademarks.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

214

Notes to the Financial Statements CONTINUED

FINANCIAL STATEMENTS

CONTINUED



following financial covenants:

• cashflow cover (the ratio of cashflow to debt service) shall not be less than 1.10;

• 

• 



• 

The Group complied with all financial covenants under the Senior Facilities Agreement as of 31 December 2021 and



cashflow cover covenant as of 31 March 2020 and 30 June 2020 due to adverse changes in working capital related to



breaches and complied with all financial covenants as of 30 September 2020 and 31 December 2020. The Group

replaced the cashflow cover covenant with a less sensitive interest cover covenant in an amendment to the Senior

Facilities Agreement dated 27 August 2021.



  

Actual

31 December

2021

Interest cover the ratio of adjusted EBITDA to interest payable Min 5.00 11.81

Net leverage the ratio of total net debt to adjusted EBITDA Max 3.75* 2.12

Borrowing base covenant 



trade receivables Max 1.00 0.46

Adjusted net leverage the ratio of the adjusted total net debt to adjusted EBITDA Max 6.50 



Annual Report and Accounts EUROWAG

215

FINANCIAL STATEMENTS

27. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES

The table below sets out an analysis of liabilities from financing activities and the movements in the Group’s liabilities

from financing activities for each of the periods presented. The items of these liabilities are those that are reported as

financing in the statement of cash flows:



 



liabilities 

 134,335  145,632

Cash inflows   

Cash outflows   

New leases   

Foreign exchange adjustments   

Other movements* 267 5 272

   

Cash inflows   

Cash outflows   

New leases   

Foreign exchange adjustments 115  207

Other movements*   

 162,463  

* The “Other movements” in Borrowings represent effective interest rate adjustment from transaction costs. The Group classifies interest paid as

cash flows from operating activities. The “Other movements” in Lease liabilities represent cancellation of lease liability in connection with premature

termination of a lease

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

216

Notes to the Financial Statements CONTINUED

FINANCIAL STATEMENTS





31 December

2021

31 December

2020



Trade payables 260,530 

Employee related liabilities 10,656 

Advances received 13,464 

Miscellaneous payables  

Payables to tax authorities  

Contract liabilities 3,151 

Refund liabilities 3,052 

Put option redemption liability – 

Deferred acquisition consideration 3,000 423

 314,522 

Non-current

Put option redemption liability  

Contract liabilities  

Employee related liabilities  

Other liabilities  

  

Trade payables are non-interest bearing and are normally settled on 30-day terms.



cash collected from customers on behalf of factoring companies.





for salaries and accrued employee vacation to be taken or compensated for in the following accounting period.

Put option redemption liability related to non-controlling interests represents present value of expected future

settlement.

Trade and other payables are non-derivative financial liabilities carried at amortised cost. The fair value of current trade

and other payables approximates their carrying value due to their short-term maturities.





 2021 2020

Opening balance 5,135 

Additions  

Release  

  

Short term 3,151 

Long term  

  

Annual Report and Accounts EUROWAG

217

FINANCIAL STATEMENTS

CONTINUED

The total amount of deferred revenue is expected to be released in the income statement with the following pattern:

Release to income statement 1 year 2 years  Total

31 December 2021 3,151 1,144  

31 December 2020   586 



Off-balance sheet commitments are following:



31 December

2021

31 December

2020

Unfunded customer credit limits  

Credit limits are further described in credit risk section of Note 30.

30. FINANCIAL RISK MANAGEMENT

The Group’s classes of financial instruments correspond with the line items presented in the Consolidated Statement of

Financial Position.



other payables. The main purpose of these financial liabilities is to finance the Group’s operations and investments. The



from its operations. The Group also enters into derivative transactions.



risks that may have adverse impact on the business objectives and through active risk management reduces these risks

to an acceptable level.

Market risk

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes

in market prices. Market risk comprises two types of risk: interest rate risk and currency risk.

The sensitivity analyses in the following sections relate to the position as at 31 December 2021 and 31 December 2020.



interest rates of the debt and derivatives and the proportion of financial instruments in foreign currencies are all

constant.



liabilities of foreign operations.

The following assumptions have been made in calculating the sensitivity analyses:

• The sensitivity of the relevant statement of profit or loss item is the effect of the assumed changes in respective

market risks. This is based on the financial assets and financial liabilities held at 31 December 2021 and

31 December 2020.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of

changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily

to the Group’s bank loans and borrowings with floating interest rates.









EUROWAG Annual Report and Accounts for the year ended 31 December 2021

218

Notes to the Financial Statements CONTINUED

FINANCIAL STATEMENTS

30. FINANCIAL RISK MANAGEMENT CONTINUED

The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of







31 December

2021

31 December

2020

Increase by 50 basis points  

Decrease by 50 basis points  

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes

in foreign exchange rates. The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the

Group’s operating activities (when revenue or expense is denominated in a foreign currency).







and borrowings and trade and other payables. All remaining assets and liabilities in foreign currencies are immaterial or





currencies and the impact on financial assets and liabilities of the Group. The sensitivity analysis is prepared under the

assumption that the other variables are constant.



currencies on profit before tax:



% change in

rate

31 December

2021

31 December

2020

EUR   

PLN   

   

Others   



disclosed in Note 14. Above effect on profit before tax is not adjusted for the impact of derivatives.

Credit risk



leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables).

The risk is managed on a Group basis and individual customer credit risk limits are set based on internal ratings. Refer



The outstanding balances of trade receivables and compliance with credit limits are monitored on a regular basis.

The aim of the Group management is to minimise exposure of credit risk to single counterparty or group of similar



there were no individually significant customers.

The Group insures eligible receivables and accepts bank guarantees and collateral pledges to mitigate credit risk.

The Group does not use credit derivatives to mitigate credit risk.

The ageing of receivables is regularly monitored by the Group management.

Refer to Note 21 for further details.

Annual Report and Accounts EUROWAG

219

FINANCIAL STATEMENTS

30. FINANCIAL RISK MANAGEMENT CONTINUED

Liquidity risk

The Group performs regular monitoring of its liquidity position to keep sufficient financial resources to settle its liabilities

and commitments.

The Group’s current ratio (current assets divided by current liabilities) was:

31 December

2021

31 December

2020

Current ratio  1.01

The table below summarises the maturity profile of the Group’s financial liabilities based on contractual undiscounted



31 December 2021 On demand



months

3 to 12

months

1 to 5

years



years 

Interest-bearing loans and borrowings –    – 

Lease liabilities –   4,605  

Trade and other payables* –  265  – 

 –     

31 December 2020 On demand



months

3 to 12

months



years



years Total

Interest-bearing loans and borrowings      

Lease liabilities  572    

Trade and other payables*      

      



31. CAPITAL MANAGEMENT



attributable to the equity holders of the Company. The primary objective of the Group’s capital management is to

maximise the Shareholder value.

The Group manages its capital structure and makes adjustments in light of changes in economic conditions and the





equity/total assets ratio:



31 December

2021

31 December

2020

Total equity  

Total assets  

  



that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure

requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and

borrowings. Further details are disclosed in Note 26.



EUROWAG Annual Report and Accounts for the year ended 31 December 2021

220

Notes to the Financial Statements CONTINUED

FINANCIAL STATEMENTS

32. RELATED PARTY DISCLOSURES

Company

The Company controlling the Group is disclosed in Note 1.

Subsidiaries

Interests in subsidiaries are set out in Note 7.

Key management personnel compensation

Key management personnel compensation is disclosed in Note 12.

Paid dividends

Paid dividends are disclosed in Consolidated Statement of Changes in Shareholders’ Equity.

Transactions with other related parties



For the year ended 31

December

2021 2020

Sale of goods to entities controlled by key management personnel – 3

Sale of goods to key management personnel 1 

Purchases of various goods and services from key management personnel 42 

Purchases of various goods and services from entities controlled by the Company’s

Shareholders 1 1

Purchases of various goods and services from entities controlled by key management

personnel*  188

Purchases of various goods and services from associates  

Sale of  shares to key management personnel 20 

 421 

* The Group acquired the following goods and services from entities that are controlled by members of the Group’s key management personnel: marketing



Outstanding balances arising from sales/purchases of goods and services



31 December

2021

31 December

2020

Trade payables to entities controlled by key management personnel – 10



monetary or in-kind form to persons who are the governing body or to members of governing or other management and



Two loans were provided during the year to key management personnel of EUR 800 thousand each. The first

loan contract was signed on 27 July 2021 and the second contract on 31 August 2021. They were both repaid on

13 October 2021.

Selected employees benefit from the private use of the Group cars.

Terms and conditions

Transactions relating to dividends were on the same terms and conditions that applied to other Shareholders. Goods

were sold during the year based on the price lists in force and terms that would be available to third parties. All other

transactions were made on normal commercial terms and conditions and at market rates.

Annual Report and Accounts EUROWAG

221

FINANCIAL STATEMENTS



Capital reduction



which is the effective date for financial reporting.



capital

premium

Retained

earnings Total

At 31 December 2021    

Capital reduction    -

    

WebEye acquisition





in Central and Eastern Europe. Closing of the agreement was subject to regulatory approvals in Hungary and Romania.



debt and normalised working capital. The Group would also pay a deferred settlement component within three years





The Group announced on 11 March 2022 that it has not received the approval from the Ministry of Interior in Hungary to

complete the transaction. The Group is now assessing options to facilitate the acquisition.

Ukraine

The shocking act of unprovoked and unjustified aggression from the Russian Federation against Ukraine is unfolding as

we publish this report. Following the invasion the Group took immediate steps to comply with sanctions and suspend

all services we provided in Russia. Our response to the humanitarian aspect of this crisis benefited from strong support

of all our employees. We offered help to colleagues with origins or family members from the affected regions and have





fuelling for humanitarian convoys.







observe lower demand for our products and services. The impacts of recent events on global supply chain disruptions



production and mobility. Additional risks to the business include a potential shortage of drivers and regulatory measures

such as retail fuel price caps that may have an impact on margins.







can apply cost-saving measures and implement actions to stimulate revenue growth learnt and used during the last





cost-saving solutions which the Group provides.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

222

Notes to the Financial Statements CONTINUED

FINANCIAL STATEMENTS

Notes

As at

31 December

2021



Non-current assets

Investments in subsidiaries 6 

Other non-current assets 

 



Trade and other receivables 8 

Cash and cash equivalents  

 

 



Share capital 10 

Share premium 10 

Merger reserve 10 

Retained earnings 

 



Trade and other payables 11 

 

 



payment solutions plc has not been included in these financial statements. Total comprehensive loss for the period

amounted to EUR 2.0 million.

The notes on pages 225 to 230 are an integral part of these financial statements.

The financial statements on pages 223 to 224 were approved by the Board of Directors and authorised for issue on

24 March 2022. They were signed on its behalf by:

   

Chairman Chief Financial Officer

Company No. 13544823

Annual Report and Accounts EUROWAG

223

FINANCIAL STATEMENTS

Company Statement of Financial Position

(EUR’000)

Notes Share capital

premium

Merger

reserves

Retained

earnings Total equity

At 3 August 2021 10  – – – 

Loss for the period     

 – – –  





Group reorganisation 10     

Pre-IPO bonus (share-based payments) 10 7    7

Primary proceeds (net of expenses) 10     

Cancellation of shares 10    58 

Allotment of class B share 10     

Share-based payments     

At 31 December 2021   42,035  

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

224

FINANCIAL STATEMENTS

Company Statement of Changes in Shareholders’ Equity

(EUR ‘000)

• 



• 

• 

value measurement of assets and liabilities).

• 

− 10(d) (statement of cash flows);

− 

− 

− 

− 111 (statement of cash flows information); and

− 

• 

• 

for the disclosure of information when an entity has not applied a new IFRS that has been issued but is not yet

effective).

• 

• 

two or more members of a group.

Going concern

The Board of Directors have considered the financial prospects of the Company and the Group for the foreseeable

continue as a going concern. The Directors’ assessment included consideration of the availability of the Company’s

Concern statement are in line with scenarios covered in the Viability statement. The Board of Directors are satisfied



that may cast significant doubt upon the Company’s and the Group’s ability to continue as a going concern and the

Board of Directors considers it is appropriate to adopt the going concern basis of accounting in preparing the annual

financial statements.

Annual Report and Accounts EUROWAG

225

FINANCIAL STATEMENTS

Notes to the Financial Statements

1. CORPORATE INFORMATION

W.A.G payment solutions plc (the ”Company”) is a public limited company incorporated and domiciled in the United

Kingdom and registered under the laws of England & Wales under company number 13544823 with its registered



Company are admitted to the premium listing segment of the Official List of the UK Financial Conduct Authority and

trade on the London Stock Exchange plc’s main market for listed securities on 13 October 2021.

The Company was incorporated on 3 August 2021 and its first financial period ends on 31 December 2021.

2. BASIS OF PREPARATION





convention and in accordance with the Companies Act 2006. The financial statements are presented in EUR and all



a period from incorporation on 3 August 2021 to 31 December 2021.

The preparation of financial statements in conformity with FRS 101 requires the use of certain critical accounting

estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting





The following exemptions from the requirements of IFRS have been applied in the preparation of these financial



3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accounting policies used in preparing the Company financial statements are set out below. These accounting

policies have been consistently applied in all material respects to all periods presented.

3.1 INVESTMENT IN SUBSIDIARIES



Share for share exchange accounting policy used in determining the value of the investment to be recognised as a



The cost related to the subsidiaries’ employees service is treated as investment value in subsidiaries. The awards

represent capital contribution to the subsidiaries as no payment is expected for the equity-settled share-based

payment awarded to their employees.

Investments are tested for impairment whenever events or changes in circumstances indicate that the carrying amount

may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds

its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in



identifiable cash inflows that are largely independent of the cash inflows from other assets or groups of assets (cash-

generating units). Investments that suffered an impairment are reviewed for possible reversal of the impairment at the

end of each reporting period.

3.2 SHARE-BASED PAYMENTS



services from employees as consideration for equity instruments (options) of the Company. The cost related to the

subsidiaries’ employees service is treated as investment value in subsidiaries. The awards represent capital contribution

to the subsidiaries as no payment (except nominal value of ordinary shares) is expected for the equity-settled

share-based payment awarded to their employees.

3.3 FINANCIAL INSTRUMENTS

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity

instrument of another entity.

Trade and other receivables

Trade and other receivables are carried at original invoice amount less an allowance for impairment of these

receivables.







no staging of financial assets is being used.

Trade and other payables

3.4 CASH AND CASH EQUIVALENTS

Cash and cash equivalents in the statement of financial position comprise cash at banks.

3.5 FOREIGN CURRENCY TRANSACTIONS

The functional currency of the Company is EUR.

Transactions in foreign currencies are initially recorded by the Company at its functional currency rate prevailing at

the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the

functional currency spot rate of exchange valid at the reporting date.

Differences arising on settlement or translation of monetary items are recognised in the profit or loss account as finance

income and expenses. Non-monetary items that are measured in terms of historical cost in a foreign currency are

translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value

in a foreign currency are translated using the exchange rates at the date when the fair value is determined.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

226

FINANCIAL STATEMENTS

Notes to the Financial Statements CONTINUED

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED

3.6 SHARE FOR SHARE EXCHANGE





treated this as a capital reorganisation.

IAS 27.13 specifies additional requirements to measure investments in subsidiaries in cases of reorganisations. When

a parent reorganises the structure of its group by establishing a new entity as its parent in a manner that satisfies the

following criteria:

• the new parent obtains control of the original parent by issuing equity instruments in exchange for existing equity

instruments of the original parent;

• the assets and liabilities of the new group and the original group are the same immediately before and after the

reorganisation; and

• the owners of the original parent before the reorganisation have the same absolute and relative interests in the net





measure cost at the carrying amount of its share of the equity items shown in the separate financial statements of

the original parent at the date of the reorganisation.







REVISED STANDARDS

4.1 APPLICATION OF NEW IFRS – STANDARDS AND INTERPRETATIONS EFFECTIVE IN THE REPORTING PERIOD

The Company has applied the following standards and amendments for the first time for their annual reporting period



• 

• 

• 

These Amendments did not have significant impact on the Company’s financial statements.

4.2 NEW IFRSs AND IFRICs PUBLISHED BY THE IASB THAT ARE NOT YET EFFECTIVE

The Company is currently assessing the potential impacts of the new and revised standards and interpretations that are

expected to be effective from 1 January 2022 or later.

• 

and IAS 28

• 



• A

• 

• 

These new standards and amendments are not expected to have any significant impacts on the Company’s financial

statements.

Annual Report and Accounts EUROWAG

227

FINANCIAL STATEMENTS



There are no significant accounting judgments or estimates applicable to Company’s financial statements.

6. INVESTMENT IN SUBSIDIARIES

 2021

As at 3 August –

Share for share exchange with  

Share-based payments 

As at 31 December 



share for share exchange agreement. The value of the investment at the transaction date represents the carrying value

at that date.

The capital contribution relating to share-based payments relates to share-based payments issued to employees of



consolidated financial statements. The amount reflects share-based payment expense of outstanding awards since the

Admission.



Certain Group employees have been granted options over the shares in the Company. Refer to the accounting of the











31 December

2021

Intercompany receivables 

Prepaid expenses 

 







Trade and other receivables are non-derivative financial assets carried at amortised cost. The carrying value of trade

and other receivables approximates their fair value due to their short-term maturities.





31 December

2021

Cash at banks 

 

The fair value of cash and cash equivalents approximates their carrying value due to their short-term maturities.

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

228

Notes to the Financial Statements CONTINUED

FINANCIAL STATEMENTS





Number of

Share capital

EUR ‘000

Number of

Share capital

EUR ‘000

premium

EUR ‘000

Merger

reserve

EUR ‘000

Ordinary shares 

As at 3 August 2021 50,000  – – – –

Group re-organisation

     

Pre-IPO bonus (share-based

payments)

 7    

Primary proceeds (net of expenses)

     

Capital reduction

     

Allotment of class B share

  1   

At 31 December 2021   1 30,006  42,035

1. 





before Admission (footnote 3 below)

2. 

less direct share issue expenses of EUR 5.7 million

 



was recognised against share premium

3. 

12 October 2021

4. 

date for financial reporting. The Company will be able to apply the distributable reserves arising from the capital reduction and the Class B share

cancellation in 2022

11. TRADE AND OTHER PAYABLES

EUR ‘000

31 December

2021

Trade payables 

Employee related liabilities 

Intercompany payable 33,164

 



payables were mostly IPO related.

Intercompany payable was repaid on 12 January 2022.

Trade and other payables are non-derivative financial liabilities carried at amortised cost. The fair value of current trade

and other payables approximates their carrying value due to their short-term maturities.

Annual Report and Accounts EUROWAG

229

FINANCIAL STATEMENTS

12. EMPLOYEE EXPENSES

Employee expenses of the Company consist of the following:



For the period

ended

31 December

2021

Wages and salaries 331

Social security and health insurance 

Other personnel cost (unused vacation) 3

 

The monthly average number of employees by category during the period was as follows:

For the period

ended 31

December 2021

General and administrative 

 

13. CONTINGENT LIABILITIES

The Company has guaranteed WebEye acquisition disclosed in Note 33 to the consolidated financial statements. The

Company has assessed the probability of loss under this guarantee as remote.

14. INFORMATION INCLUDED IN THE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Some of the information included in the Notes to the Consolidated Financial Statements is directly relevant to the

financial statements of the Company.

Please refer to the following:

• 

• 

• 

• 

• 

• 

EUROWAG Annual Report and Accounts for the year ended 31 December 2021

230

Notes to the Financial Statements CONTINUED

FINANCIAL STATEMENTS

Annual Report and Accounts EUROWAG

231

FINANCIAL STATEMENTS

REGISTERED OFFICE







London W1S 4HA



https://www.eurowag.com/en

Registered in England and Wales

No. 13544823

REGISTRAR

Computershare Investor Services plc

The Pavilions

Bridgwater Road

Bristol

Avon

BS13 8AE

United Kingdom

COMPANY SECRETARY

Computershare Governance Services



The Pavilions

Bridgwater Road

Bristol

Avon

BS13 8AE

United Kingdom

Eurowag-UKCoSec@

Computershare.co.uk

INTERNAL AUDITOR





186 00 Praha 8





http://www.kpmg.cz/

EXTERNAL AUDITOR

PricewaterhouseCoopers LLP

One Chamberlain Square

Birmingham B3 3AX

United Kingdom



https://www.pwc.co.uk/



Jefferies International Limited

100 Bishopsgate

London

EC2N 4JL

United Kingdom

Morgan Stanley & Co. International plc

25 Cabot Square

London

E14 4QA

United Kingdom

KEY DATES

 

Annual General Meeting 26 May 2022

Trading Update 5 May 2022

 6 September 2022

Trading Update 3 November 2022