Ease2pay N : 2023 Jaarverslag

Annual Report 2023

	Ease2pay N.V.
Contents
Ease2pay N.V.'s listing	3
Membership of the Management Board and the Supervisory Board	4
Report of the Management Board	7
Strategy	7
People	10
Developments in the year	11
Risk and governance	13
Outlook	17
Report of the Supervisory Board	18
Financial statements 2023	21
Consolidated financial statements 2023	21
Consolidated statement of profit or loss and other comprehensive income	21
Consolidated statement of financial position	22
Consolidated statement of cash flows	23
Consolidated statement of changes in equity	24
Notes to the consolidated financial statements	25
Company financial statements 2023	46
Company statement of profit or loss	46
Company statement of financial position	46
Notes to the Company financial statements	47
Other information	52
Articles of association provisions governing the appropriation of profit	52
Independent auditor's report	53

Ease2pay N.V.'s listing

Listing

Ease2pay N.V.'s listing

Ease2pay N.V. (symbol: EAS2P, ISIN Code NL0000345627 (hereafter also referred to as 'Ease2pay', 'the Company', or 'the Group')), has been listed on Euronext Amsterdam since May 1997. Until 21 February 2018, Ease2pay was listed under the name Docdata N.V.

Capital and shares

The authorised share capital was EUR 11 million on 31 December 2023, comprising 110 million ordinary shares with a nominal value of EUR 0.10 each. As at 31 December 2023, 23,542,215 shares were issued

(31 December 2022: 23,542,215).

Major holdings

The Financial Supervision Act (Wet op het financieel toezicht or "Wft") requires shareholders holding at least 3% of the outstanding shares to report this to the Authority for the Financial Markets (Autoriteit Financiële Markten or "AFM"). As at 31 December 2023, the respective shareholdings of at least 3% in Ease2pay N.V. are as follows:

• H3G B.V.: 5.6%
• Cross Options International XI B.V.: 3.6%
• ENERGIIQ Energie-innovatiefondsZuid-Holland B.V.: 3.0%
• Desysion Holding B.V.: 3.0%

Investor relations policy

To limit expenses and in line with the size of the Company, Ease2pay has opted to restrict its investor relations policy to issuing press releases. Ease2pay has drawn up a bilateral contacts policy on its contacts with shareholders, analysts and the press that can be found along under 'Corporate Governance' on the www.investor.ease2pay.com website.

Dividend proposal

Based on the 2023 results, the Management Board of the Company proposes not to pay any dividend to its shareholders.

Insider trading regulations

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

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

Membership of the Management Board and the Supervisory Board

Management Board

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

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

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

Membership of the Management and the Supervisory Board

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

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

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

N.V.'s shareholders. Jan Borghuis studied business economics at Erasmus University Rotterdam.

N.V.'s shareholders. Gijs van Lookeren Campagne studied business economics at Erasmus University Rotterdam and earned a degree of Dutch Chartered Accountant ("RA") from the Tilburg University.

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Supervisory Board

Manuela Melis (1973)

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

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

Membership of the Management and the Supervisory Board

Heini Withagen (1969)

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

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

Mirabeau B.V.

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Marijke Terpstra (1961)

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

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

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

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

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

Membership of the Management and the Supervisory Board

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

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Report of the Management Board

Strategy

The Group's strategy is built on its comprehensive self-service platform combining mobile payment technology with Internet-of-Things ('IoT') device connectivity. The Group's market strategy focuses on self-checkout for public spaces, leisure locations and transport locations. The Group operates in a fast-growing market that is driven by global trends for digitalisation, IoT, unattended retail and mobile payments. The Group founds it strategy by a proven operating self-service platform and a surging volume of transactions. With the acquisition of Involtum Holding B.V. ('Involtum') in 2022, the Group expanded its platform services with self-service electricity transactions resulting in a strong increase in its total transaction volume. Ease2pay's principal geographic market is the Netherlands, although services are also supplied in other European countries.

The Group serves its customers, mentioned as "merchants", in these markets by providing book-stay-use-pay products chiefly consisting of a back-end platform in combination with front-end applications and websites. The back-end platform connects to devices, such as chargers, electricity and water supply connection points, washing machines and dryers. The users of the merchant's services, mentioned as "end-users", enter into the transaction with its mobile device and the Group ensures that the end-user will pay via its mobile or is invoiced and pays the transaction.

Merchants are government bodies (mainly municipalities and port authorities) and commercial organisations (mainly in the leisure market) that use the platform supplied by Ease2pay to make facilities and services available to their own customers.

Report of the Management Board

Ease2pay believes to benefit from a range of opportunities and trends that include the emergence of smart parking, the ever-increasing importance of mobile phones, the steady development of self-service and IoT technology and the growing demand for sustainable and sustainability-oriented services, to be the driving forces behind future growth in these markets. The Group aims to increase the volume and the nature of the transactions on its platform and enter a phase of a positive result and operating cash flow in the medium term.

The products provided by the Group make use of cloud-basedback-end

platforms (the Platform) in combination with front-end applications and

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websites. The front-end applications in the form of various apps and websites that can be used to access the services provided by the Group are available to users under different brand names. The Group has created dedicated apps and often also interactive websites for each brand, tailored to the specific features developed for each brand. The Group has developed one or more labels for each of its target markets, for example Ease2pay On the GO, Ease2pay AanUit, Ease2pay NomadPower, Ease2pay Walstroom and Ease2pay Marktstroom.

The above are cornerstones to enable Ease2pay's strategy for 2024 to 2026 using its self-service platform as communicated on its shareholders' meeting on 13 December 2023.

Business model

Ease2pay's business model is to provide the services of its selfservice IoT platform in combination with mobile payments or invoicing of end users and payment to the merchants. End users are able to entrust monies to

Stichting Beheer Derdengelden Ease2pay ("foundation") to use services,

Report of the Management Board

The activies of the legal enties can be summarised as follows:

the deposits are legaly serparated in this foundation. Payments of electricity and other transaction are usually invoiced to the end users.

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

Ease2pay N.V.: holding company

• Intellectual property rights of the brands

Ease2pay activities

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

Stichting Beheer Derdengelden Ease2pay

• Holds independently entrusted monies of users of the transaction platform

Involtum

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

operations. Other transactions (Involtum platform) are invoiced to app users and repaid to merchants.

Ease2pay legal organisation is summarised below.

Ease2pay N.V.

Involtum		Ease2pay		Stichting Beheer
		Derdengelden
				Ease2pay

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Long-term value creation

Ease2pay comprehensive self-service platform combines mobile payment technology with IoT device connectivity which results in self-service solutions. The Group's value creation is based on expanding its self- checkout platform for locations and facilities into a leading platform for self-service in public spaces, on leisure locations and on transport locations. Its business model is built on recurring subscription and payment processing revenues, which has proven to be a sticky business model in the long-term. Thanks to its robust IoT backbone and transaction platform the Group has already multi-year successful collaborations with industry leading partners (e.g. Miele, Rabobank and ANWB). Our strategic long-term objective is to grow organically by increasing number of transactions, connections and clients in existing countries and roll-out in new European countries added with growth from acquisitions and growth from new successful collaborations with industry leading partners.

Ease2pay's open, enterprising and innovative culture is stakeholder- centric. Innovation is the key to long-term value creation, and, to us, it means dialogue with customers, staff (see section 'People'), NGOs and government authorities (for example municipalities, port authorities or supervision authorities). If existing solutions fall short from a sustainable perspective, we develop new ones that are more appropriate in the social context set by relevant NGOs and government authorities. Those new innovations are then tested on their effectiveness by our staff and customers. This open innovation process, in which trial and error are possible, creates our innovative sustainable services. In this way, customers, staff, NGOs and government authorities help guide the innovation, partly by setting the framework within which we can innovate. The Group aims to have an open dialogue with its shareholders as well, by providing strategy updates on shareholders meetings and through press releases press releases for significant developments of the Group.

The Group consists of only Dutch legal entities and Dutch tax laws are applicable for taxation based on which a fair share of taxes is paid. Ease2pay is loss-making and has no profitable income for income taxes. For operations in Europe, Ease2pay pays its fair share of relevant taxes, mainly value added taxes, according to European law.

Ease2pay is a lean and agile small company. The focus is on further enhancement of the platform and technology is a driver for this. New technologies are continuously assessed on their usefulness in the platform, adding of new futures or better efficiency of effectiveness of the operating of the platform.

Report of the Management Board

Sustainability and environment

Ease2pay's self-service platform facilitates the energy transition in various transport sectors. With apps like Walstroom, Marktstroom and NomadPower, we facilitate using electric power where polluting diesel aggregates were once in use. This dedication reflects our efforts to develop innovative and clean solutions to support the energy transition. Our book-stay-use-pay platform contributes to the digital processes and connects business processes between merchants and users. Through our solutions, Ease2pay improves the sustainability profile of all stakeholders. We deem that the risk related to climate change is limited for Ease2pay as its activities are energy extensive and the company provides services that support transition to usage of (sustainable) electric power.

European Corporate Sustainability Reporting Directive

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Starting as from the calendar year 2026, Ease2pay has to report on its environmental, social and governance performance as required in the Corporate Sustainability Reporting Directive ("CSRD"). Ease2pay classifies as a small, listed company and the implementation date for these companies as from 1 January 2026.

Ease2pay is involved in the supply chain of electricity; however, its main activities are switching electricity on or off at specific locations via mobile devices, metering of and collecting of monies from electricity via the IoT platform. Ease2pay provides only a very limited volume of electricity itself. Only in a limited number of locations, which has been decreased in 2022 and 2023, the Group provides power to customers. The Group's main footprint is to operate its self-service transaction platform, which will be the central starting point in its sustainability assessment. The Group will use in its assessment more detailed guidance of European Sustainable Reporting Standards ("ESRS"), that will be enhanced during the ongoing development of these standards.

People

Culture

The values of being open, enterprising and innovative are emphasised by management in recruitment and selection, regular appraisals and day-today practice. The Management Board monitors compliance of the employees to Ease2pay's code of conduct, which is an integral part of the employment agreement. Due to the limited size of the workforce the Management Board monitors compliance orderly and steps in swiftly, if needed.

Ease2pay aims for corporate social responsibility in its operations. The Management Board applies the values of corporate social responsibility pragmatically in its day-to-day activities. We have chosen to open our organisation to student participation; where possible, we provide relevant parttime jobs for students to give them meaningful work experience that is in line with their educational experience. In its pursuit of greater diversity, the Company's offices have been located at the campus of Erasmus University Rotterdam since 2021.

Diversity

Ease2pay strives for diverse and inclusive leadership, within the abilities of its limited workforce and its industry. All members of the Management Board and half of the members of the Supervisory Board are male. Membership of the Management Board is therefore not balanced. This imbalance is not a deliberate decision by Ease2pay, but a consequence of appointing the most suitable person to an available position. If a vacancy occurs for a Board position and there is a choice between a man and a woman of equal quality and suitability, a woman will have preference.

In the Supervisory Board, women account for 50 percent and men for 50 percent of the positions respectively. The average age in management

Report of the Management Board

positions tends to be higher than Ease2pay average because of part-time employment of students. Effectively, Ease2pay aims for some 25 percent women in the Boards, with which the Company complies. Ease2pay has considered in this target the industry it operates, payment and IT industry, in which the majority of employees are men. The Company aims to change the current mix, by means of filling vacancies with women when their qualifications are suitable.

Staff

In 2023, the staff increased to 15.8 full time equivalents related to 14.5 full time equivalents in 2022. As 18 % of the workforce consist of part-

time (student) employees (2022: 60%), the actual number of employees is 10

higher: 20 employees as at 31 December 2023 (31 December 2022: 30 employees). The proportion of females in the workforce has decreased to 21% as at 31 December 2023 (2022: 25%).

The Management Board would like to thank the entire team for their efforts in 2023.