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2022 Annual Report


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2
Contents
Ease2pay N.V. shares 3
Membership of the Management Board and the Supervisory Board 4
Organisational structure 7
Report of the Management Board 8
Report of the Supervisory Board 19
Financial statements 2022 23
Consolidated financial statements 2022 23
Consolidated statement of profit or loss and other comprehensive income 23
Consolidated statement of financial position 24
Consolidated statement of cash flows 25
Consolidated statement of changes in equity 26
Notes to the consolidated financial statements 27
Company financial statements 2022 52
Company statement of profit or loss 52
Company statement of financial position 52
Notes to the Company financial statements 53
Other information 58
Articles of association provisions governing the appropriation of profit 58
Independent auditor’s report 59


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Ease2pay N.V. shares
3
Ease2pay N.V. shares
Listing
Docdata N.V., the legal predecessor of Ease2pay N.V. (symbol: EAS2P, ISIN
Code NL0000345627 (hereafter also referred to as ‘Ease2pay’, ‘the
Company’, or ‘the Group’)), has been listed on Euronext Amsterdam since
May 1997. Docdata N.V.’s name was changed to Ease2pay N.V. on
21 February 2018.
Capital and shares
The authorised share capital was EUR 11 million on 31 December 2022,
comprising 110 million ordinary shares with a nominal value of EUR 0.10
each. 23,542,215 shares were in issue as at 31 December 2022 (31
December 2021: 10,550,208).
Major holdings
The Financial Supervision Act (Wet op het financieel toezicht – Wft)
requires shareholders holding at least 3% of the outstanding shares to
report this to the Authority for the Financial Markets (Autoriteit
Financiële Markten – AFM). As at 31 December 2022, the respective
shareholdings of at least 3% in Ease2pay N.V. are as follows:
- J.H.L. Borghuis (indirectly via Morgen Beheer B.V., one of the two
partners of The Internet of Cars v.o.f.) jointly with G.J. van Lookeren
Campagne (indirectly via Loca Holding B.V., one of the two partners of
The Internet of Cars v.o.f.): 28%
- SEnS Holding B.V.: 17.5%%
- Arkelhave Capital B.V.: 10.6%
- T.O. Hektor: 8.2%
- H3G B.V.: 5.6%
- Desysion Holding B.V.: 3.8%
- Cross Options International XI B.V.: 3.6%
- ENERGIIQ Energie-innovatiefonds Zuid-Holland B.V.: 3%
Investor relations policy
To keep costs low and in line with the size of the Company, Ease2pay has
opted to restrict its investor relations policy to issuing press releases.
Ease2pay has drawn up a policy on contacts with shareholders, analysts
and the press that can be found along with the press releases under
‘Investor relations’ on the www.investor.ease2pay.eu website.
Dividend proposal
Based on the 2022 results, the Management Board of the Company
proposes not to pay any dividend to its shareholders.
Insider trading regulations
Ease2pay has Insider Trading Regulations to implement the legislation as
set out in Section 5:56 ff. of the Wft and detailed in the Market Abuse
(Financial Supervision Act) Decree (Besluit Marktmisbruik Wft). Staff and
advisers who are regarded as insiders by Ease2pay sign a declaration
committing them to comply with these regulations, which can be found
(in Dutch) under ‘Investor relations’ on the www.investor.ease2pay.eu
website. The Management Board and the Supervisory Board also meet
the provisions of Chapter 5.3 of the Wft, the rules on disclosure of voting
rights, capital, major holdings and capital interest at issuers. The AFM
supervises compliance in this context.


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Membership of the Management Board and the Supervisory
4
Membership of the Management Board and the Supervisory
Board
Management Board
Jan (J.H.L.) Borghuis (1968)
- Dutch nationality
- Reappointed as a director: 19 January 2022
- Term of office: until the annual General Meeting of shareholders in
2026
Sole director and shareholder of Morgen Beheer B.V., one of the two
partners in The Internet of Cars v.o.f. This partnership is one of Ease2pay
N.V.’s shareholders. Jan Borghuis studied business economics at Erasmus
University Rotterdam.
Maarten (M.L.) Hektor (1971)
- Dutch nationality
- Appointed as a director: 19 January 2022
- Resigned as a director: 27 December 2022
Sole director and shareholder of Desysion Holding B.V. This company is
one of Ease2pay N.V.’s shareholders. Maarten Hektor studied business
administration at Erasmus University Rotterdam.
Gijs (G.J.) van Lookeren Campagne (1967)
- Dutch nationality
- Reappointed as a director: 19 January 2022
- Term of office: until the annual General Meeting of shareholders in
2026
Sole director and shareholder of Loca Holding B.V., one of the two
partners in The Internet of Cars v.o.f. This partnership is one of Ease2pay
N.V.’s shareholders. Gijs van Lookeren Campagne studied business
economics at Erasmus University Rotterdam and earned a degree of
Dutch Chartered Accountant (“RA”) from the Tilburg University.
Edwin (E.M.) Noomen (1972)
- Dutch nationality
- Appointed as a director: 19 January 2022
- Resigned as a director: 27 December 2022
Director and sole shareholder of ISLA Holding B.V. and director of SEnS
Holding B.V. (until 1 January 2023). The latter company is one of Ease2pay
N.V.’s shareholders. Edwin Noomen studied business economics at
Erasmus University Rotterdam.


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Membership of the Management Board and the Supervisory
5
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).
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.
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.
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


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Membership of the Management Board and the Supervisory
6
Globalworth Poland Real Estate and member of the Supervisory Board
and member of the audit committee of Staedion.
Wim (W.C.H.) Fahrner (1960)
- Dutch nationality
- Appointed as a Supervisory director: 21 February 2018
- Date of resignation: 30 June 2022
Wim Fahrner studied law and was CEO of Atos for three years. Prior to
that, he was director/majority shareholder of Quality Equipment Benelux
B.V. for 25 years until the company was taken over by Worldline. At that
time, Quality Equipment was market leader in the Netherlands in
electronic payments for large retailers and SMEs and in the catering,
vending machine and parking sectors. Since 2018, Mr Fahrner has been a
shareholder and director of Q-Vend B.V., which distributes PoS payment
terminals. Since 2016, Mr Fahrner has been a shareholder in Pronos B.V.,
which works together with the Dutch health authorities on providing early
mental health diagnosis based on text mining.
Profession: director/owner of Jolse B.V. and independent strategy adviser
Nadja (N.) van der Veer (1982)
- Dutch nationality
- Appointed as a Supervisory director: 21 February 2018
- Date of resignation: 30 June 2022
Nadja van der Veer studied law and has over 10 years of experience in the
online payments industry, having worked at an international payments
service provider and credit card acquirer. Since 2016, she has been an
independent payments lawyer trading as PaymentCounsel and a
legal/compliance consultant for various parties in the payment chain
including fintechs, PSPs, acquirers, EMIs, processors, solution providers
and e-commerce platforms. In addition to her advisory work, she enjoys
supporting the industry and promoting innovation and acts as a speaker,
ambassador and mentor and visits many industries networking events.
She has been compliance director at Rewire since January 2019, a
member of the Supervisory Board of 2Checkout since September 2019
and a member of the advisory board of Konsentus since October 2019.
Profession: director/joint owner of PaymentCounsel


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Organisational structure
7
Organisational structure
Introduction
Ease2pay’s organisational structure changed in 2022 following the
acquisition of Involtum Holding B.V. In 2022, the organisation had 31
employees, or 14.5 full-time equivalents as employees had part-time
employment (2021: 7).
Parking and fuelling payment transactions are processed by the Group
company Ease2pay B.V. Ease2pay B.V. is listed in the registers of exempt
electronic money institutions and exempt payment service providers at
De Nederlandsche Bank N.V. (DNB). Ease2pay B.V. is exempt in both roles
and therefore not under the supervision of DNB. In addition, Ease2pay
B.V. has been accredited by Currence as an eMandate Service Provider
(MSP) and certified as a Collecting Payment Service Provider (CPSP) for
iDEAL. Stichting Beheer Derdengelden Ease2pay holds the electronic
money institution balances of users of the transaction platform
independently of the commercial operations. Other transactions
(Involtum platform) are invoiced to app users and repaid to merchants.
Summary of the organisational chart and main activities
Ease2pay N.V.: holding company
- Intellectual property rights of the brands
Ease2pay activities
- Agreements with customers who use the platform
- Agreements with merchants which use the platform
- CPSP and electronic money institution exemptions from DNB
- iDEAL certificate agreement and MSP accreditation agreement from
Currence
- Government Road Transport Agency (RDW) data agreement
- Ease2pay IT platform
- Ease2pay mobile apps
Involtum
- Agreements with customers who use the platform
- Agreements with merchants which use the platform
- Process transactions on the platform for merchants
- Power charging (NomadPower, for example)
- Invoicing and payments for transactions processed on the platform
- Involtum IT platform
- Involtum mobile apps
Stichting Beheer Derdengelden Ease2pay
- Holds independently entrusted monies of users of the transaction
platform
Ease2pay N.V.
Stichting Beheer
Derdengelden
Ease2pay
Ease2payInvoltum


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Report of the Management Board
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Report of the Management Board
Delayed publication of the annual report
Preparing the annual report 2022 has required more time than initially
foreseen, as set out in our press releases of 20 April, 29 June and 4 July
2023. Among other reasons, this has been due to the changes in the
Management Board that were announced in our press release of 27
December 2022. In addition, during the preparation of Ease2pay’s annual
report 2022, inaccuracies in administrative processes and systems of
Involtum-related business units were detected, in particular impacting
Ease2pay's value added tax position. The nature of these inaccuracies
required evaluation first, before finalising and publishing the annual
report. The Management Board and its external advisor have been
evaluating and remediating the value added tax position, including
ongoing interaction with the relevant tax authorities, currently resulting in
a value added tax liability as at 31 December 2022 of EUR 103 thousand.
The procedures above were completed after the balance sheet date and
before publication of the annual report. Findings related to financial year
2022 are included in the financial statements 2022. In 2023, the Group
enhanced these invoicing and value added tax procedures in order to
obtain their robustness.
The Management Board regrets it was not able to provide Ease2pay’s
annual report in time to its shareholders. Although the Management
Board needed to purify these inaccuracies before the regular publication
date of the annual report. The Management Board stresses its gratitude
for the help and effort of all people in this process and the patience of its
shareholders for this delay.
Strategy
Following its latest acquisition, of Involtum Holding B.V. and its group
companies (hereafter ‘Involtum’) in January 2022, the Company has
become a provider of a self-service platform for products and services
that connect travellers with providers of parking and charging facilities,
not only on the road but also on water. With its platforms, the Company
enables the booking and/or use of parking and/or charging facilities
(‘book-park-charge’) and online payment of these transactions.
The Group is active in the market for self-service transactions, particularly
in the transport sector and with a focus on three transport-related niches:
(i) individual transport, (ii) recreational vehicles and vessels and (iii)
commercial transport. Examples of these self-service transactions
supported by the Company’s products and services in these separate
markets include (i) charging private cars, on- and off-street parking and
refuelling at filling stations, (ii) reserving a parking bay or mooring and
arranging access to electricity and tap water and possibly additional
facilities, such as launderettes, and (iii) booking a mooring/parking bay
and arranging access to a power/shore power connection and tap water.
The transactions in all of these markets have in common that they are on
an 'as-used' basis.
The Group serves its customers in these markets by providing book-park-
charge products chiefly consisting of a back-end platform in combination
with front-end applications and websites. The back-end platform connects
to devices, such as chargers, electricity and water supply connection
points, washing machines and dryers. The Group refers to its direct
customers as merchants. Merchants are government bodies (mainly
municipalities and port authorities) and commercial organisations that
use the platform supplied by the Group to make facilities and services

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Report of the Management Board
9
available to their own customers. The Group refers to the customers of
merchants as users.
The products provided by the Group make use of cloud-based back-end
platforms (the Platform) in combination with front-end applications and
websites. The front-end applications in the form of various apps and
websites that can be used to access the services provided by the Group
are available to users under different brand names. The Group has
created dedicated apps and often also interactive websites for each
brand, tailored to the specific features developed for each brand. The
Group has developed one or more brands for each of its target markets.
The Company believes a range of developments and trends that include
the emergence of smart parking, the ever-increasing importance of
mobile phones, the steady development of self-service and Internet of
Things technology and the growing demand for sustainable and
sustainability-oriented services, to be the driving forces behind future
growth in these markets.
The above are keystones to enable Ease2pay’s strategy for the coming
three to five years using its self-service platform for transport services and
supporting the energy transition as communicated on the General
Meeting of shareholders on 29 June 2023.
Events in 2022
Following the acquisition of Involtum in January 2022, this year was all
about integration. In addition to the existing business activities that
continue as usual, a lot of time and attention was devoted to integration
activities, such as merging offices and teams, and implementing joint
standards and working methods. We explain the most important
milestones in more detail below.
Acquisition of Involtum
On 19 January 2022, the Company acquired the entire share capital of
Involtum and issued a total of 12,992,007 unlisted shares in the context of
the acquisition of Involtum Holding B.V. and to strengthen equity of the
Company.
Involtum offers an Internet of Things (‘IoT’) linking and transaction
platform with an integrated invoicing and payment system focused
specifically on electricity supply and charging infrastructure and digital
payment for self-service in ports, truck parks, camp sites, marinas and
launderettes.
Published prospectus
On 16 September 2022, the Company issued a prospectus which was
published for the purpose of admission to trading on Euronext
Amsterdam of 12,992,007 ordinary shares in the capital of Ease2pay N.V.
Directors resignation
On 27 December 2022, Mr E.M. Noomen and Mr M.L. Hektor stepped
down as directors of the Company. They transferred their activities and,
on 1 April 2023, they terminated their activities for the Company. Both
directors joined the Board of the Company, subsequent to the Involtum
acquisition on 19 January 2022.
Goodwill impairment
With the above transaction, Ease2pay has expanded its activities in the
field of transaction processing for parking with transaction processing for
electricity facilities of third parties, as well as own electricity facilities at
locations of third parties for the refrigeration installations of trucks in
various European countries. Regarding the Company's own electricity
supply for refrigeration installations of trucks, which was set to transform,


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Report of the Management Board
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on an ambitious timeline, from electricity supply for truck cooling
installations to a network of charging points for charging of e-truck
batteries in Europe. The changed market conditions and their impact on
hardware investment activities, among others due to the war in the
Ukraine resulted in higher inflation and interest rates, that ultimately led
to a strategic reorientation that made the Board of Ease2pay refrain from
realising such a private network of charging points for e-trucks in the
coming years. As a result of this strategic decision an impairment was
identified in the goodwill of the acquisition and recognised on the balance
sheet. Following an impairment analysis, a goodwill impairment of
EUR 23.8 million was recorded in 2022 and communicated in a press
release on 20 April 2023. The strategic reorientation, on the other hand,
offers room for a sharper approach focused on transaction processing for
third-party electricity supplies and a step in that direction to move
forward.
Financial developments during the financial year
Result for the year
The statement of profit or loss for 2022 can be summarised as follows:
EUR thousands
2022
2021
Change
Revenue
3,382
354
3,028
Cost incurred from services and goods sold
-
2,532
-270 -
2,262
Employee benefits
-
1,107
-197 -
Other operating expenses
-
1,533
-474 -
1,059
EBITDA
-
1,790
-587 -
1,203
Depreciation, amortisation impairment
-
24,633
-211 -
24,422
Operating loss
-
26,423
-798 -
25,625
Finance expenses
-
23
-
10
-
13
Income tax expense / income
-
0
-
Loss for the year
-
26,817
-808 -
26,009
The net loss for the year came in at EUR 26.8 million, primarily due to the
goodwill impairment of EUR 23.8 million in the context of the market
circumstances and strategic decisions and directional change after the
acquisition of Involtum.
With its platforms and sales of goods and services, Ease2pay generated a
total revenue of almost EUR 3.4 million. This is a total increase of EUR 3
million compared to 2021 and relates mainly to the Involtum activities.
Higher costs in the year relate to increases in regular cost due to the
activities of Involtum and expenses for the acquisition (see ‘Advisory and
consultancy expenses’ hereafter). The related cost incurred from financial
institutions to settle these transactions, power and other costs, and cost
of goods sold increased by EUR 2.3 million. This relates mainly to the
activities of Involtum.
Employee benefits increased by EUR 0.9 million, to EUR 1.1 million, as a
result of more personnel being employed following the acquisition of
Involtum. Primarily as a result of increased employee expenses for
software developers and an overall increase in the number staff, expenses
increased by approximately EUR 0.9 million (2021: EUR 0.2 million).
Management Board remunerations increased by EUR 0.3 million (2021:
less than EUR 0.1 million). The remuneration of the Supervisory Board
was less than EUR 0.1 million (2021: less than EUR 0.1 million). On
average, the Group employed 14.5 FTEs in the year (2021: 6.6 FTEs).
Advisory and consultancy expenses (included in the Other operating
expenses) increased substantially, by EUR 1.1 million, to EUR 1.5 million,
related mainly to the transaction costs (advisory, legal, etc.) for the
acquisition of Involtum and expenses for the evaluation of the
administrative inaccuracies. Tax expenses increased EUR 0.4 million due
to the remeasurement of the deferred tax assets for unused losses of
Involtum to nil.


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Report of the Management Board
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Movements in intangible assets and property, plant and equipment
EUR thousands
Goodwill
Platforms and
customer
relationships
Property,
plant and
equipment
As at 31 December 2021
0 1,819 2
Increases due to acquisition of Involtum
24,979 2,825 595
Other investments
0 0 6
Impairments
-23,766 0 0
Amortisations and depreciations
0 -698 -169
As at 31 December 2022
1,213 3,946 434
The Group acquired the activities of Involtum Holding B.V., which resulted
in a goodwill of EUR 25.0 million, EUR 23.8 million of which has been
impaired (see note 11 to the consolidated financial statements). A gross
increase in intangible assets for the platform and customer relationships
of EUR 2.8 million and property, plant and equipment of EUR 0.6 million
has been included due to the acquisition.
Impairment losses amounted to EUR 23.8 million, amortisations of
intangible assets to EUR 0.7 million (2021: EUR 0.2 million). Third-party
development costs were not capitalised (2021: nil). Depreciations
amounted to almost EUR 0.2 million (2021: nil).
Cash and cash equivalents
Cash and cash equivalents have increased with almost EUR 3.4 million in
the year due to the share issuance in January 2022.
Capital management
Rating agencies
Ease2pay N.V. does not have a rating from rating agencies as regulators
do not require this from the Group due to its limited size.
Capital and cash flows
Ease2pay N.V. is responsible for the funding of the Group by issuance of
equity or obtaining borrowings. Ease2pay N.V. finances its operational
companies by intercompany loan facilities or equity contributions. Due to
the capital contributions of EUR 34.1 million, the ratio equity to total
assets (solvability) was 75% on 31 December 2022 related to 42% on 31
December 2021.
Risk profile
General
The Management Board is responsible for the existence and appropriate
functioning of the Company’s risk management and its internal control
framework. Ease2pay worked on further developing its internal risk
management organisation in 2022 specifically related to the recently
acquired activities of Involtum. Ease2pay is aware that risk management
and internal control systems cannot provide absolute certainty that the
commercial objectives can be achieved and cannot entirely prevent
material misstatements, losses, fraud or breaches of the law and
regulations. Taking into account the inherent limitations and possible
improvements in respect of the nature and size of Ease2pay, which are
referred to in this Annual Report (see the notes on the Corporate
Governance Code), the Management Board declares that:
- the annual report provides sufficient information on any
shortcomings in the operation of the risk management and internal
control systems;
- the internal risk management and control systems provide a
reasonable level of assurance that the financial reporting does not
contain material misstatements;
- preparing the financial reporting on a going-concern basis is justified
given the current situation; and


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Report of the Management Board
12
- the annual report states the material risks and uncertainties that are
relevant to expectations on the continuity of the Company for a
period of twelve months from the preparation of the report.
Risk management and control
Ease2pay has implemented internal risk management and control systems
to manage its risks effectively and efficiently. This provides reasonable
assurance that objectives can be met. The Company’s policies, procedures
and culture ensure that employees understand their respective roles in
our risk and control systems.
Relevant mitigating controls mapped to internal risk scenarios vary in
origin. There are governance measures, such as oversight by the
Management Board and the external audit. Ease2pay also applies
measures aimed at people, conduct and culture. Furthermore, a range of
detective controls at process level are present, such as system
monitoring, reconciliation and auditing.
Fraud risk
Fraud risk prevention starts with the identification of potential internal
and external fraud risk scenarios. Ease2pay by ways of its management
assessed that the relevant controls and mitigating measures in place
sufficiently mitigate the identified fraud risk scenarios.
Whenever fraud is suspected or reported, an internal investigation is
conducted, and corrective actions are taken. Ease2pay uses mitigating
measures, such as employee background screening and a whistle-blower
policy.
Risk and control of financial reporting
The internal risk management and control systems for financial reporting
includes measures such as consolidated periodic reports, confrontations
in which current developments are compared to budget, previous periods
and operational expectations, like process volumes. The outcomes of
these measures are regularly discussed within the Management Board
and with the Supervisory board.
Going concern
The Group has prepared its financial statements using going concern
accounting policies. The Group experienced higher cash outflows for non-
recurring advisory expenses for the prospectus and the administrative
inaccuracies that contributed to a reduction of the operational cashflow
in the year to EUR 2.7 million negative. On 31 December 2022, the Group
had almost EUR 3.4 million cash and cash equivalents.
On 30 June 2023, the cash and cash equivalents are EUR 2.8 million. In the
six-month period ended 30 June 2023, the cash outflow is EUR 0.6; a
significant improvement related the operational cash outflow of the full
year 2022. The improvement in the six-month period ended 30 June 2023
is mainly driven by improvements of the gross margin and other operating
expenses. The Group forecasts increasing cash generation of its activities
in future years, which is underlined by the developments in the six-month
period ended 30 June 2023. The Group has sufficient liquidity to cover
expenses payable for at least the twelve months from the publication of
this report (see also note 2.2 of the consolidated financial statements).
Strategy-related risks
Like every business, Ease2pay is exposed to the commercial, technical and
financial risks inherent to doing business. In addition to such general risks,
Ease2pay faces the following main specific risks:

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Report of the Management Board
13
- A substantial part of the Company’s revenues depends on a few
Strategic Partners. If these Strategic Partners are less successful or
change their strategy, it could lead to a lower growth or even the loss
of business for the Company and thus it may have a material adverse
effect on the Company’s business, results of operations, financial
condition and prospects. We regard this as a large but manageable
risk.
- The Company has a history of operating losses and an assurance of
future profitability cannot be given. We regard this as a considerable
but manageable strategy-related risk.
- Ease2pay has a growth strategy which is linked to expenditure to
develop additional payment functionality, which has not yet been
capitalised as it is not currently certain whether these new activities
can be profitable in future. We regard this as a substantial but
manageable strategy-related risk.
- There is a risk that Ease2pay will be damaged given it is dependent on
external and public software systems. Unforeseen interruptions to
external and public software systems, for example, a breakdown in
the iDEAL payment system or the GSM network, could adversely
affect operations and damage Ease2pay. In other words, in such
circumstances, services could be delayed or interrupted and critical
assets such as systems and data could be lost. We regard this as a
non-manageable small risk inherent in operations.
- If new financial guidelines for electronic money institutions, Collecting
Payment Service Providers or eMandate Service Providers are
introduced, Ease2pay N.V. will have to incur costs to comply with the
new requirements and face other unforeseen consequences that may
arise from this. We regard this as a small manageable risk.
- Operational risk consists of unforeseen interruptions to operations
that damage Ease2pay. In such circumstances, services could be
delayed or interrupted and critical assets such as systems and data
could be lost. We regard this as a small manageable risk.
- Information and cyber risks consist of theft, alteration or destruction
of information and any subsequent inability to ensure the continuity
of services or protect confidential, critical or sensitive information.
This risk may also mean services could be delayed or interrupted and
critical assets such as systems and data could be lost. We regard this
as a small manageable risk with a large impact.
- There is a risk that Ease2pay’s assets, in particular the IT platform, will
have to be written down in value as new technologies or new
competitors arise. The value of Ease2pay’s IT platform could fall as a
result of a write-down and this would affect Ease2pay’s financial
results and its share price. We regard this as a small manageable risk.
- Interest-rate risk is a risk that banks will charge a negative interest
rate on amounts held temporarily on the account of Stichting Beheer
Derdengelden Ease2pay. This risk has increased due to the proceeds
received from a private placement in January 2022. In 2022, the
interest rates rose, which eliminated this risk.
- Credit risk is limited due to the nature of operations as parking
activities are paid from balances held by Stichting Beheer
Derdengelden Ease2pay and for other operations only the amounts
received less Ease2pay’s fees are paid to the merchants.

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Report of the Management Board
14
Liquidity risk
Liquidity risk consists of a possible shortfall of cash resources to meet all
current and expected obligations, partly due to the timing risk that
expected receipts are received later than foreseen. The Management
Board focuses on minimising costs and expenditures and making them as
flexible as possible in relation to the Company’s day-to-day business.
Ease2pay’s policy is to have sufficient cash and cash equivalents available
to maintain the Company’s day-to-day operations for at least the twelve
months from the publication of this report.
Listing risk
Ease2pay is listed on the NYSE Euronext Amsterdam exchange and has to
meet the applicable rules and regulations. Any changes in the regulations
could lead to additional costs or other unforeseen consequences.
Legal risk
There are currently no ongoing legal proceedings or outstanding liability
claims.
Long-term value creation
Growth is a requirement for innovative payment solutions such as those
offered by Ease2pay. The large volume necessary for payment solutions
to survive can only be achieved over the longer term. Consequently, there
can be no value creation in the short-term and so long-term value
creation is the only appropriate focus for Ease2pay’s management. In
order to create value, we are innovating to make payments in the existing
ordering and payment processes for transport a simple in-app process.
Value can only be created if the financial and non-financial performance
of an innovation is better than the performance of existing solutions, in
which case the innovation will become the new ordering and payment
solution for a substantial proportion of the public. This is in the interests
of customers, partners with which we launch these innovations to their
customers, and our staff, as it provides assurance for their livelihoods.
Culture
Ease2pay’s open, enterprising and innovative culture is stakeholder-
centric. The values of being open, enterprising and innovative are
emphasised by management in recruitment and selection, regular
appraisals and day-to-day 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. Innovation is the key to long-term value creation
and, to us, it means dialogue with customers, staff, NGOs and
government authorities (for example municipalities, port authorities or
supervision authorities). If existing solutions fall short, we develop new
ones that are appropriate in the social context set by relevant NGOs and
government authorities. Those new innovations are then tested by our
staff and customers. This open process, with scope for trial and error,
creates our innovative services. In this way, customers, staff, NGOs and
government authorities help guide the innovation, partly by setting the
framework within which we can innovate.
Diversity
In its pursuit of greater diversity, the Company’s offices are located at the
campus of Erasmus University Rotterdam. This has led to the proportion
of students in the workforce of Ease2pay of 60% (2021: 72%) but, as they
work parttime, their proportion in FTEs is small. The proportion of
females in the workforce has decreased to 25% as at 31 December 2022
(2021: 34%). See also the section “Staff” in this report.

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Report of the Management Board
15
ESG
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 in 2021.
Ease2pay facilitates the energy transition in individual, recreational and
freight transport. With apps like Walstroom, Marktstroom and
NomadPower, we facilitate 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-park-charge-and-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. In addition to our contribution to the energy
transition, we deem the risk related to climate change as limited for
Ease2pay.
Ease2pay strives for diverse and inclusive leadership, within the abilities
of its limited workforce (in 2022 14.5 full time equivalent) and its industry.
This shows in the Management Board, where men account for all of the
positions. In the Supervisory Board women account for 50 per cent and
men for 50 per cent of the positions respectively. The average age in
management positions tends to be higher than Ease2pay average because
of part-time employment of students. Effectively, Ease2pay aims for some
25 per cent 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 man. The
Company aims to maintain the current mix, by means of filling vacancies
with women when their qualifications are suitable.
Corporate Governance Code
The Management Board uses the Dutch Corporate Governance Code as
the basis for corporate governance in the business and offering optimum
transparency. The Van Manen Committee issued a Revised Code in
December 2016, which took effect from the financial year 2017 and is
applicable to this annual report (see https://www.mccg.nl/English). In
2022, the Code was amended and it came into force on and will be
applied by the Group as from 1 January 2023.
The following documents are available in Dutch on Ease2pay’s corporate
website (https://investor.ease2pay.eu/):
- the articles of association of Ease2pay N.V.;
- the Management Board regulations;
- the Supervisory Board regulations, including the profile for the size
and composition of the Supervisory Board;
- the code of conduct and whistle-blower’s regulations;
- the insider trading regulations;
- the minutes of shareholders’ meetings;
- the policy on bilateral contacts.
There are no conflicts of interest between either Ease2pay’s Management
Board or Ease2pay’s Supervisory Board and the Company, although it
should be noted that members of the Management Board own shares in
Ease2pay N.V., as stated in note 23 ‘Related party transactions’ to the
consolidated financial statements. Management Board’s regulations
require to provide timely all information and developments of Ease2pay
to the Supervisory Board including information of preparations and/or
announcements of takeover bids, if any.

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Report of the Management Board
16
During 2022, Ease2pay departed from a limited number of points in the
Dutch Corporate Governance Code. The main departures (the numbering
refers to the elements of the Code) are explained below:
Section corporate governance code Substantive explanation of departure
1.1.1 The management board should
identify and analyse the risks associated
with the strategy and activities of the
company and its affiliated enterprise. It
is responsible for establishing the risk
appetite, and also the measures that are
put in place in order to counter the risks
being taken.
Ease2pay does not apply this provision
sufficiently and for competitive reasons
does not yet report any strategy-
related operational or financial targets
in the Annual Report. Ease2pay intends
to apply this provision in full as soon as
possible.
1.3.1 The management board both
appoints and dismisses the senior
internal auditor. Both the appointment
and the dismissal of the senior internal
auditor should be submitted to the
supervisory board for approval, along
with the recommendation issued by the
audit committee.
In line with its limited size, Ease2pay
has not appointed an internal auditor.
Ease2pay intends to appoint an internal
auditor when appropriate based on an
increase in its size.
1.3.2 The management board should
assess the way in which the internal
audit function fulfils its responsibility
annually, taking into account the audit
committee’s opinion.
In line with its limited size, Ease2pay
has not appointed an internal auditor.
Ease2pay intends to appoint an
internal
auditor when appropriate based on an
increase in its size and to apply an
annual assessment.
1.3.3 The internal audit function should
draw up an audit plan, involving the
management board, the audit
committee and the external auditor in
this process. The audit plan should be
submitted to the management board,
and then to the supervisory board, for
In line with its limited size, Ease2pay
has not appointed an internal auditor.
Ease2pay intends to appoint an internal
auditor when appropriate based on an
increase in its size.
Section corporate governance code Substantive explanation of departure
approval. In this internal audit plan,
attention should be paid to the
interaction with the external auditor.
1.3.4 The internal audit function should
have sufficient resources to execute the
internal audit plan and have access to
information that is important for the
performance of its work. The internal
audit function should have direct access
to the audit committee and the external
auditor. Records should be kept of how
the audit committee is informed by the
internal audit function.
In line with its limited size, Ease2pay
has not appointed an internal auditor.
Ease2pay intends to appoint an internal
auditor when appropriate based on an
increase in its size.
1.3.5 The internal audit function should
report its audit results to the manage-
ment board and the essence of its audit
results to the audit committee and
should inform the external auditor. The
research findings of the internal audit
function should, at least, include the
following:
i. any flaws in the effectiveness of the
internal risk management and
control systems;
ii. any findings and observations with
a material impact on the risk profile
of the company and its affiliated
enterprise; and
iii.
any failings in the follow-up of
recommendations made by the
internal audit function.
In line with its limited size, Ease2pay
has not appointed an internal auditor.
Ease2pay intends to appoint an internal
auditor when appropriate based on an
increase in its size.
1.5.1.i Among other things, the super-
visory board focuses on monitoring the
management board with regard to
relations with, and compliance with
In line with its limited size, Ease2pay
has not appointed an internal auditor.
Ease2pay intends to appoint an internal

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Report of the Management Board
17
Section corporate governance code Substantive explanation of departure
recommendations and following up of
comments by, the internal and external
auditors.
auditor when appropriate based on an
increase in its size.
1.5.2 The chief financial officer, the
internal
auditor and the external auditor
should attend the audit committee
meetings, unless the audit committee
determines otherwise. The audit
committee should decide whether and,
if so, when the chairman of the
management board should attend its
meetings.
In line with the size of the Supervisory
Board, Ease2pay does not have a
separate audit committee. The
supervisory board does, however,
apply this recommendation. In line with
its limited size, Ease2pay has not
appointed an internal auditor.
Ease2pay intends to
appoint an internal
auditor when appropriate based on an
increase in its size.
Staff
Following the acquisition of Involtum on 19 January 2022, the staff
increased by 7.9 full time equivalents, to 14.5 full time equivalents. As
60% of the workforce consist of part-time employees, the actual number
of employees is much higher: 30 employees as at 31 December 2022. The
Management Board would like to thank the entire team for their efforts in
2022.
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.
Research and development
The development of the transaction platform is a gradual research and
development process, which is guided by feedback collated from groups
of users. The development activities continued in 2022. Although an
investment in the platform was not made, a total of EUR 247 thousand
(2021: EUR 150 thousand) was invested in developing in-house software.
This expenditure served to develop payment services for multi-story car
parks and purchasing rights for travel on public transport. Although the
expenditure was considerable, the expenses related mainly to platform
maintenance.
Events after balance sheet date
In its press release of 20 April 2023, Ease2pay announced that changing
market conditions resulted in the Management Board’s decision to no
longer invest in realising an own network of charging points for e-trucks.
The consequences of this decision are reflected in this annual report,
mainly in the impairment of goodwill, see “Goodwill impairment”.
Separately, Ease2pay detected inaccuracies in administrative processes
and systems of Involtum-related business units, in particular impacting its
value added tax position. In 2023, the Management Board and its external
advisor have been evaluating and remediating the value added tax
position; see “Delayed publication of the annual report”.
The procedures above were completed after the balance sheet date and
before publication of the annual report and recognised in the relevant
items of the financial statements.

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Report of the Management Board
18
Outlook
After 2022, Ease2pay will integrate the self-service platform for products
and services that connect travellers with their service providers further
with its existing platform and in its organisation. Ease2pay aims to focus
on increase of revenues from its platform activities and stricter cost
management to enable further growth of its activities.
Statement pursuant to Section 5:25c of the Financial Supervision Act
(Wet op het financieel toezicht)
The Management Board states that, to the best of its knowledge:
- the 2022 financial statements give a true and fair view of the assets,
liabilities, financial position as at 31 December 2022 and the loss for
the financial year 2022 of Ease2pay N.V. and the subsidiaries included
in the consolidation;
- the 2022 Annual Report gives a true and fair view of the situation as
at 31 December 2022 and developments at Ease2pay N.V. and the
subsidiaries included in the consolidation during the 2022 financial
year, and that the 2022 annual report describes the material risks that
Ease2pay N.V. faces.
Rotterdam, 26 October 2023
The Management Board
Jan H. L. Borghuis
Gijs J. van Lookeren Campagne

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Ease2pay N.V. Report of the Supervisory Board
19
Report of the Supervisory Board
The year 2022 was an intensive year for the company, its management
board and also its supervisory board. After the takeover of Involtum at
the start of 2022, the new combined management board started during
2022 the process to integrate both companies and to further define the
strategy and business goals for the combined entity. In the context of the
acquisition new unlisted shares were issued and new shares were issued
by way of private placement to strengthen the liquidity position of the
company. To admit the unlisted shares for trading at Euronext
Amsterdam, a prospectus was prepared and published in September
2022. At the end of September 2022, the combined entity published its
semi-annual report 2022. In this report the acquisition was accounted for
based on the acquisition method, presenting a goodwill which was
evaluated for impairment taking into account the recent budget and
forecasts at that moment. Next to these developments within the
company, externally the company was confronted with war in Ukraine,
rising interest rates and high inflation and high energy prices.
In this environment the Supervisory Board has been in close contact with
the Management Board continuously assessing these developments.
Changes in the Supervisory Board
At the General Meeting of Shareholders at 30 June 2022, the supervisory
board members Wim C.H. Fahrner and Nadja van der Veer resigned and
four new supervisory board members were appointed. Further
information on the composition of the board and the profile of its board
members can be found in the paragraph Membership of the Management
Board and Supervisory Board.
The aim is to compose the Supervisory Board in such a way that there is a
good balance between expertise, experience, gender, competencies,
personal qualities, (cultural) background and independency that best
enables the Supervisory Board to discharge its various obligations in
relation to the company and its stakeholders. Currently the Supervisory
Board consists of two men and two women.
The functions of the audit committee, remuneration committee and
appointment and remuneration committee are performed by the
Supervisory Board as a whole.
Meetings of the Supervisory Board
The Supervisory Board met during the first half year in its “old”
composition 3 times. Main topics during these meetings were the
integration of Involtum and the combined strategy. This included the
decision to invest only a limited amount in the expansion of the charging
station network for trucks, which is part of the Involtum activities under
the brand name Nomad Power. Furthermore, the results of the audit of
the 2021 annual accounts were discussed with the auditor and the
accounts were approved for adoption by the General Meeting of
Shareholders.
The Supervisory Board in its current composition had in the second half
year, after a short introduction program, 4 formal meetings together with
the Management Board. The Supervisory Board underlines the
importance of timely information from the Management Board so that it
can perform its supervisory duties properly. The members of the
Supervisory Board were sufficiently present and available to perform their


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Ease2pay N.V. Report of the Supervisory Board
20
duties on the Supervisory Board satisfactorily. Main topics during these
meetings were:
- the company’s strategy, the business developments and liquidity
position
- the business plan for 2023
- the integration of Involtum
- the auditplan for 2022 as disclosed by the auditor, the semi-annual
report
- tax related issues
- fraud related issues
- risk management and internal controls
- cybersecurity related issues
- reporting format and related KPI’s
- respective tasks and responsibilities of the individual member of the
Management Board, cooperation within the management board and
function of the managed board as a whole
Disagreements within the Management Board
Next to these formal meetings the Supervisory Board had numerous
internal calls and meetings without the Management Board, to discuss
the risen disagreements within the Management Board with respect to
the strategy of the company and its 2023 businessplan, especially on
whether or not to expand the charging station network for trucks. During
these meetings the Supervisory Board was assisted by its own legal
advisor.
Several actions were initiated by the Supervisory Board to resolve the
disagreements within the Management Board, such as one on one
meetings with the individual members of the Management Board,
mediation, and investigations to separate activities of Nomad Power.
During this process, the former Involtum board member Edwin Noomen
and Maarten Hektor decided unexpectedly to step down as director of the
company on 27 December 2022. In the beginning of 2023, the
Supervisory Board had close contact with the management board
members to monitor the continuity of the company’s business.
Delayed publication of audited annual report 2022 and impairment of
goodwill
As a result of the changed composition of the Management Board, and
the administrative inaccuracies the company was not able to timely
publish its audited annual report 2022. Furthermore, based on the
changed environment with rising interest rates and energy prices, the
remaining management board members, in close discussion with the
Supervisory Board, decided to revise the strategy, resulting in the decision
not to invest in the expansion of Involtum’s own charging stations
network for trucks, at least not in the medium term. Activities are focused
on the transaction processing on Involtum’s platform. Taking into account
these new conditions, the goodwill was reassessed for impairment,
resulting in a significant write off of the goodwill originated from the
Involtum acquisition in the 2022 annual accounts.


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Ease2pay N.V. Report of the Supervisory Board
21
Independence of Supervisory Board Members
All Supervisory Board members are considered to be independent in the
sense of the Dutch Corporate Governance Code. No share options or
rights to shares (‘Performance Shares’) have been granted to the
members of the Supervisory Board.
Self-evaluation by the Supervisory Board and remuneration of the
Supervisory Board
The Supervisory Board will conduct an evaluation of its own performance
annually. By the end of 2022 the new composition of the Supervisory
Board had worked together for only six months. Therefore, the self-
evaluation is scheduled to take place in 2023.
During the Annual Meeting of Shareholders, it was decided to change the
annual remuneration of the Supervisory Board members (EUR 12.000 and
EUR 15.000 for the chairman). Reference is made to note 23.3 of the
consolidated financial statements.
Evaluation and remuneration of the Management Board
As mentioned above during 2022 the functioning of the Management
Board was not optimal. The Supervisory Board evaluated the functioning
of the Management Board in 2023 during an exit interview with the
former Involtum directors and also with the current Management Board
members during an evaluation interview. Based on these interviews
feedback was provided and lessons were taken for the future.
During the Annual Meeting of Shareholders, it was decided to change the
annual remuneration of the Management Board members to Eur 82.000
for each member. Reference is made to note 23.3 of the consolidated
financial statements.
No conflicts of interest
No transactions of material importance to Ease2pay and/or the persons
or legal entities concerned involving conflicts of interest of management
directors, supervisory directors, shareholders and/or the external auditor
took place in 2022.
Internal Audit Function
In line with its limited size, Ease2pay did not appoint an internal auditor in
2022. The Supervisory Board has established that, partly in view of the
additional internal controls to avoid conflicts of interest and the
established scope of the external auditor, there was an effective audit
process and there is no need to establish an internal audit department.
2022 Financial statements
The Supervisory Board is pleased to present the annual report 2022 of
Ease2pay N.V., as prepared by the Management Board. The financial
statements have been audited by PricewaterhouseCoopers Accountants
N.V., which issued an unqualified opinion. In accordance with the
proposal of the Management Board, the Supervisory Board advises the
Extra Ordinary Shareholders Meeting:
- to adopt the financial statements for the year 2022 in the form as
presented in accordance with article 19 of the company’s Articles
of Association;
- to discharge the members of the Management Board from
liability for the performance of their duties during 2022;
- to discharge the members of the Supervisory Board from liability
for the performance of their duties during 2022.


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Ease2pay N.V. Report of the Supervisory Board
22
Acknowledgements
The Supervisory Board wishes to express its gratitude to the shareholders
and other stakeholders for their confidence in Ease2pay N.V. The
Supervisory Board would like to take this opportunity to thank the
Management Board and all Ease2pay employees for their dedication and
efforts during 2022.
Rotterdam, 26 October 2023
The Supervisory Board of Ease2pay N.V.
Manuela Melis
Marijke Terpstra
Heini Withagen
Tom de Witte, Chair


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Ease2pay N.V. Consolidated financial statements 2022
23
Financial statements 2022
Consolidated financial statements 2022
Consolidated statement of profit or loss and other comprehensive income
for the year ended 31 December
EUR thousands
Note 2022 2021
Revenue
5 3,382 354
Cost of revenue
6 -2,532 -270
Net revenue
850 84
Employee benefits
7 -1,107 -197
Depreciation and amortisation
12, 13 -867 -211
Impairment losses of goodwill
11 -23,766 0
Other operating expenses
8
-
1,533
-
474
Operating loss
-26,423 -798
Finance expenses
9 -23 -10
Loss before income tax
-
26,446
-808
Income tax expense / income
10.2 -371 0
Loss for the year attributable to shareholders
-
26,817
-
808
Other comprehensive income
Items that will not be subsequently reclassified to profit or loss
0 0
Items that will be subsequently reclassified subsequently to profit or loss
0 0
Other comprehensive income / loss(-) for the period
0 0
Total comprehensive income / loss(-) attributable to shareholders
-26,817 -808
Loss per share (expressed in EUR per share)
17.2
Basic loss(-) per share
-1.17 -0.08
Diluted loss(-) per share
-1.17 -0.08
The accompanying notes form an integral part of these consolidated financial statements.

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Ease2pay N.V. Consolidated financial statements 2022
24
Consolidated statement of financial position
as at 31 December
EUR thousands
Note 2022 2021
Assets
Non-current assets
Goodwill
11 1,213 0
Intangible assets
12 3,946 1,819
Property, plant and equipment
13 434 2
Total non-current assets
5,593 1,821
Current assets
Trade and other receivables
14 1,294 25
Amounts entrusted to Stichting Beheer Derdengelden Ease2pay
15 747 344
Cash and cash equivalents
16 3,378 2
Total current assets
5,419 371
Total assets
11,012 2,192
Equity and liabilities
Equity
17
Share capital
2,354 1,055
Share premium
37,057 4,233
Accumulated losses
-31,181 -4,364
Total equity
8,230 924
Non-current liabilities
Deferred tax liabilities
10
572
0
572
0
Current liabilities
Borrowings
18
0
509
Liabilities to Stichting Beheer Derdengelden Ease2pay
19
750
348
Trade and other liabilities
20
1,460
411
Total current liabilities
2,210
1,268
Total equity and liabilities
11,012 2,192
The accompanying notes form an integral part of these consolidated financial statements.

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Ease2pay N.V. Consolidated financial statements 2022
25
Consolidated statement of cash flows
for the year ended 31 December
EUR thousands Note
2022
2021
Loss before income tax
-
26,446
-808
Adjustments for
Depreciation, amortisation and goodwill impairment
11, 12, 13
24,633
211
Interest expenses recognised in profit or loss
9
23
10
Changes in working capital
Trade and other receivables
14 -
731
-3
Amounts entrusted to Stichting Beheer Derdengelden Ease2pay
15 -
403
4
Liabilities to Stichting Beheer Derdengelden Ease2pay
19
402
-12
Trade and other liabilities
20 -
162
178
Net cash used in(-) operations
-
2,684
-
420
Interest paid
-
17
-28
Income taxes paid
0
0
Net cash used in(-) operating activities
-
2,701
-448
Cash flows from investing activities
Acquisition of business combination
4
105
-671
Payments for investments in property, plant and equipment
13 -
6
0
Net cash flows from / used in(-) investing activities
99
-671
Cash flows from financing activities
Proceeds from issue of ordinary shares
17.1
5,978
1,271
Proceeds from borrowings
18
0
500
Repayments of borrowings
18
0
-650
Net cash flows from financing activities
5,978
1,121
Net increase in cash and cash equivalents
3,376
2
Cash and cash equivalents as at 1 January
16
2
0
Cash and cash equivalents as at 31 December
16
3,378
2
The accompanying notes form an integral part of these consolidated financial statements.

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Ease2pay N.V. Consolidated financial statements 2022
26
Consolidated statement of changes in equity
for the year ended 31 December
EUR thousands Note Share capital Share premium Accumulated deficits Total
Balance as at 1 January 2022
1,055 4,233 -
4,364
924
Loss for the year
0 0 -26,817 -26,817
Other comprehensive income
0 0 0 0
Total comprehensive income
0 0 -26,817 -26,817
Transactions with shareholders
Issuance of shares
17.1
1,299
32,824
0
34,123
Total transactions with shareholders
1,299 32,824 0 34,123
Balance as at 31 December 2022
2,354 37,057 -31,181 8,230
Balance as at 1 January 2021
924 3,093 -
3,556
461
Loss for the year
0
0
-
808
-
808
Other comprehensive income
0
0
0
0
Total comprehensive income
0
0
-
808
-
808
Transactions with shareholders
Issuance of shares
17.1 131 1,140 0 1,271
Total transactions with shareholders
131 1,140 0 1,271
Balance as at 31 December 2021
1,055 4,233 -
4,364
924
The accompanying notes form an integral part of these consolidated financial statements.

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Ease2pay N.V. Consolidated financial statements 2022
27


Notes to the consolidated financial statements

1 General
Ease2pay N.V. is a payment service provider that aims to decrease
payment expenses for consumers and retailers. Ease2pay N.V. offers a
free parking and fuelling mobile app resulting in lower transaction fees for
users. The Group also operates a platform that connects travellers with
providers of parking and charging facilities, not only on the road but also
on water. The transaction platforms of Ease2pay N.V. transform every
smartphone in a payment terminal.
Ease2pay N.V. (hereafter referred to as: the “Company” and together with
the entities it controls: the “Group”) is located in the Netherlands at
Burgermeester Oudlaan 50, 3062 PA, Rotterdam and registered at the
Dutch Commercial Register under number 16081306. The Company’s
shares are listed on Euronext Amsterdam (ticker symbol: EAS2P).
The Group provides services via its payment transaction platform, which
offers users services to order and pay in one action.
The parking and fuelling payment transactions are processed by the group
company Ease2pay B.V. Ease2pay B.V. is for this purpose listed in the
registers of exempt electronic money institutions and exempt payment
service providers at De Nederlandsche Bank N.V. (DNB). Ease2pay B.V. is
exempt in both roles and is therefore not regulated by DNB. In addition,
Ease2pay B.V. is accredited by Currence as an eMandate Service Provider
(MSP) and certified as a Collecting Payment Service Provider (CPSP) for
iDEAL.
These financial statements were authorised for issue by the Management
Board and the Supervisory Board on 26 October 2023. The adoption of
these financial statements will be scheduled for the shareholders in the
next Extraordinary General Meeting (EGM), on a date that will be
announced on the investor’s website of the Company.





2 Basis of preparation and general accounting policies
2.1 Statement of compliance
The consolidated financial statements have been prepared in accordance
with the International Financial Reporting Standards as adopted by the
European Union (IFRS-EU) and in accordance with the financial reporting
requirements included in Part 9 of Book 2 of the Dutch Civil Code.
2.2 Basis of preparation
The consolidated financial statements have been prepared on their
historical cost basis, unless stated otherwise. Income and expenses have
been accounted for on an accrual basis.
Going concern
The Group has consistently applied going concern accounting policies in
the consolidated financial statements to all periods presented, unless
stated otherwise. The Group experienced higher cash outflows for non-
recurring advisory expenses for the prospectus and the administrative
inaccuracies that contributed to a reduction of the operational cashflow
in the year to EUR 2.7 million negative. On 31 December 2022, the Group
had almost EUR 3.4 million cash and cash equivalents.



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Ease2pay N.V. Consolidated financial statements 2022
28



On 30 June 2023, the cash and cash equivalents are EUR 2.8 million. In the
six-month period ended 30 June 2023, the cash outflow is EUR 0.6; a
significant improvement related the operational cash outflow of the full
year 2022. The improvement in the six-month period ended 30 June 2023
is mainly driven by improvements of the gross margin and other operating
expenses. The Group forecasts increasing cash generation of its activities
in future years, which is underlined by the developments in the six-month
period ended 30 June 2023. The Group has sufficient liquidity to cover
expenses payable for at least the twelve months from the publication of
this report.
Changes in accounting policies effective as from 1 January 2022
- Annual Improvements to IFRS Standards 2018 – 2020 contain the
following amendments to the IFRSs:
▪ Subsidiary as a first-time adopter in IFRS 1 First-time Adoption of
International Financial Reporting Standards. This amendment
permits a subsidiary (or an associate or joint venture) to measure
its cumulative translation differences using the amounts reported
by the parent, based on the parent’s date of transition to IFRS.
The amendment is not applicable to the Group.
▪ IFRS 9 Financial Instruments: “Fees in the ’10 per cent’ test for
derecognition of financial liabilities”. This amendment clarifies the
fee an entity includes when assessing whether the terms of a new
or modified financial liability are substantially different from the
terms of the original financial liability. The amendment is not
applicable to the Group.
▪ Illustrative Examples accompanying IFRS 16 Leases: This
amendment enhances the illustrative examples of IFRS 16 by
removing potential confusion regarding the treatment of lease
incentives. The amendment is not relevant for the Group.
▪ IAS 41 Agriculture, this standard is not applicable to the Group.
- Amendments to IFRS 3 Business Combinations: “Reference to the
Conceptual Framework”. The amendments are applied prospectively.
A reference is replaced to the Framework for the Preparation and
Presentation of Financial Statements, issued in 1989, is replaced by a
reference to the Conceptual Framework for Financial Reporting issued
in March 2018 without this significantly changing its requirements.
Also, an exception to the recognition principle of IFRS 3 has been
added to avoid the issue of potential ‘day 2’ gains or losses arising
from liabilities and contingent liabilities that would be within the
scope of IAS 37 Provisions, Contingent Liabilities and Contingent
Assets or IFRIC 21 Levies, if incurred separately. Furthermore,
clarifications have been provided to existing guidance in IFRS 3 for
contingent assets that would not be affected by replacing the
reference to the Framework for the Preparation and Presentation of
Financial Statements. The amendments do not have a material impact
on the Group.
- IAS 16 Property, Plant and Equipment: “Proceeds before Intended Use
– Amendments to IAS 16”. These amendments must be applied
retrospectively and require that, during the period in which assets are
brought to the location and/or in the condition necessary for them to
be capable of operating in the manner intended by management,
proceeds from sales are recognised in the profit or loss. The
amendments are not applicable to the Group.
- Amendments to IAS 37 Provisions, Contingent Liabilities and
Contingent Assets: “Onerous Contracts – Costs of Fulfilling a Contract
– Amendments to IAS 37 Provisions, Contingent Liabilities and
Contingent Assets”. These amendments will be applied to contracts
whose obligations have not yet been complied with. The amendments
specify which costs need to be included when assessing whether a
contract is onerous or loss-making. The amendments have no
material impact on the Group.



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- IFRS 16 “Leases”, “COVID-19-Related Rent Concessions beyond
30 June 2021”, is applicable from 30 June 2021 retrospectively when
an entity had applied Amendments to IFRS 16 “Leases” COVID 19 -
Related Rent Concessions that was effective on or after 1 April 2020.
As the Group only has short-term leases, this relief is not applicable.
- Insurance activities are not applicable to the Group and therefore
“Amendments to IFRS 4 Insurance Contracts” - deferral of IFRS 9
“Financial Instruments” and IFRS 17 “Insurance contracts” are not
applicable (and also “Amendments to IFRS 17 Insurance contracts:
Initial Application of IFRS 17 and IFRS 9 – Comparative Information”).
See note 24 for amendments in IFRS standards and interpretations that
became effective after the financial year 2022.
2.3 Basis of consolidation
The consolidated financial statements include the accounts of the
Company and the entities it controls.
Control
The Group controls an entity when it has (i) power over the entity based
on existing rights that give the current ability to direct the relevant
activities of the entity, (ii) is exposed to, or has rights to, variable returns
from its involvement with the entity and (iii) has the ability to use its
power to affect its returns. The Group reassesses whether it controls an
entity if facts and circumstances indicate that there are changes to one or
more of the elements of control stated above. All relevant facts and
circumstances are considered in assessing whether the Group’s voting
and share rights in an entity are sufficient to give it power. Consolidation
of a subsidiary begins when control over the entity is obtained and ceases
when control over the entity is lost. See note 3.1 for details of the
consolidation of Stichting Beheer Derdengelden Ease2pay.

2.4 Functional and presentation currency
These financial statements are presented in euro (“EUR”), the
presentation currency of the Group and the functional currency of
Ease2pay N.V. All amounts in these financial statements are stated in
thousands of euro (“EUR”), unless stated otherwise.
In preparing the financial statements, transactions in currencies other
than the functional currency are recognised at the rates of exchange
prevailing at the dates of the transactions. At the end of each reporting
period, monetary assets and liabilities that are denominated in foreign
currencies are translated at the rates prevailing at that date. Non-
monetary items that are measured in terms of historical cost in a foreign
currency are not translated. Exchange differences on monetary items are
recognised in profit or loss in the period in which they arise.

2.5 Current and non-current classification
The Group presents its assets and liabilities in the consolidated statement
of financial position based on current and non-current classifications. An
asset is current when it is expected to be realised or intended to be sold
or consumed in the normal operating cycle, held primarily for the purpose
of trading, expected to be realised within twelve months after the
reporting period, or cash or cash equivalent unless restricted from being
exchanged or used to settle a liability for at least twelve months after the
reporting period. All other assets are classified as non-current.
A liability is current when it is expected to be settled in the normal
operating cycle, held primarily for the purpose of trading, due to be
settled within twelve months after the reporting period, or there is no
unconditional right to defer the settlement of the liability for at least
twelve months after the reporting period.



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Ease2pay N.V. Consolidated financial statements 2022
30




The Group classifies all other liabilities as non-current. Deferred tax assets
and liabilities are classified as non-current assets and liabilities.
2.6 Impairment of non-financial assets
Goodwill and intangible assets that have an indefinite useful life are not
subject to amortisation and are tested annually for impairment, or more
frequently if events or changes in circumstances indicate that they might
be impaired. Other assets 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 use. For the purposes of assessing impairment,
assets are grouped at the lowest levels for which there are separately
identifiable cash inflows, which are largely independent of the cash
inflows from other assets or groups of assets (cash-generating units).
Non-financial assets other than goodwill that suffered an impairment are
reviewed for possible reversal of the impairment at the end of each
reporting period.



2.7 Financial instruments



Recognition and derecognition
Financial assets and financial liabilities are recognised when the Group
becomes a party to contractual provisions of a financial instrument.
Regular way purchases and sales of financial assets are recognised on
trade date, being the date on which the group commits to purchase or sell
the asset. Financial assets are derecognised when the contractual rights
to the cash flows expire, or when the financial asset and substantially all
of the risks and rewards are transferred. A financial liability is
derecognised when it is extinguished, discharged, cancelled, or expired.
Classification
For a financial asset to be classified and measured at amortised cost, it
needs to (i) give rise to cash flows that are solely payments of the
principal and interest on the principal amount outstanding and (ii) be held
within a business model with the objective of holding financial assets in
order to collect contractual cash flows. This assessment depends on the
characteristics of the financial asset and the Group’s business model to
manage these assets. Financial assets with cash flows that are not solely
payments of principal and interest are classified and measured at their
fair value through profit or loss, irrespective of the business model.
Financial assets of the Group, like trade and other receivables, cash and
cash equivalents, are classified as financial assets measured at amortised
cost.

Financial liabilities, like borrowings and trade and other payables, are
classified as financial liabilities measured at amortised cost.



Measurement
Financial assets

Except for trade receivables, the Group initially measures financial assets
at their fair value plus transaction costs. The Group measures its trade
receivables at initial recognition on the transaction price of the revenue
recognised. A trade receivable is recognised if the amount of the services
provided to the customer is unconditional and the receivable relates only
to the passage of time. After initial recognition, financial assets are
measured at amortised cost using the effective interest method, less
allowance for expected credit losses.

Impairment of financial assets
A credit loss allowance is recognised for the impairment of financial
assets. The credit loss allowance is based on the future expected credit









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Ease2pay N.V. Consolidated financial statements 2022
31









exposures for the financial assets. The Group only has financial assets
with a short lifetime, like trade and other receivables. The credit loss
allowance may be determined for the lifetime expected credit loss for
receivables with a short lifetime (simplified approach).
Applying the simplified method, the Group uses the historical experience
of its activities, external indicators and forward-looking information to
calculate the expected credit losses using a provision matrix. The
expected credit losses on trade receivables and amounts to be invoiced
are estimated using a provision matrix by reference to historical credit
loss experience based on the Group’s historical credit loss experience,
adjusted for factors that are specific to the debtors, general economic
conditions and an assessment of both the current and the forecast
direction of conditions at the reporting date, including time value of
money where appropriate.
A loss is recognised within other operating expenses. When a trade
receivable becomes uncollectible, it is written off against the allowance
account for doubtful debts. Subsequent recoveries of amounts previously
written off are credited against other operating expenses.
The Group writes off a financial asset when there is information indicating
that the debtor is in severe financial difficulty and there is no realistic
prospect of recovering the contractual cash flows. Financial assets written
off may still be subject to enforcement activities under the debt’s
recovery procedures. Any recoveries made are recognised in profit or loss.


Financial liabilities
Financial liabilities measured at amortised cost are initially measured at
their fair value less transaction costs, if any. After initial measurement,
financial liabilities are measured at amortised cost using the effective
interest method.
Fair value
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.
Financial assets and financial liabilities measured at fair value in the
balance sheet are grouped into three levels of the fair value hierarchy.
The three levels are defined based on the observability of significant
inputs to the measurement, as follows:
- Level 1: Quoted prices (unadjusted) in active markets for identical
assets or liabilities;
- Level 2: Inputs other than quoted prices included in Level 1 that are
observable for the asset or liability, either directly or indirectly; or
- Level 3: Unobservable inputs for the asset or liability.
The fair values of borrowings are determined by using a discounted cash
flow method, using a discount rate that reflects the borrowing rate as at
the end of the reporting period.


2.8 Principles underlying the consolidated statement of cash flows
General
The consolidated statement of cash flows distinguishes between
operating, investing and financing activities.
Cash flows from or used in operating activities
Cash flows from or used in operating activities are calculated by the
indirect method, by adjusting the consolidated profit or loss before tax for
the effects of transactions of a non-cash nature, any deferrals or accruals



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32
Ease2pay N.V. Consolidated financial statements 2022



of past or future operating cash receipts or payments and items of income
or expense associated with investing or financing cash flows.
Cash flows from or used in investing activities
Cash flows from or used in investing activities are cash payments and/or
receipts from capital expenditure and acquisitions.
Cash flows from or used in financing activities
The cash flows from or used in financing activities comprise the cash
receipts and payments from the issue of shares, borrowings drawn or
repaid.
3 Significant accounting judgements and estimates
In preparing these consolidated financial statements, the Management
Board has made judgements and estimates that affect the application of
the Group’s accounting policies and the reported amounts of assets,
liabilities, income and expenses. Actual results may differ from these
estimates.
3.1 Judgements
Consolidation of Stichting Beheer Derdengelden Ease2pay
In 2017, Ease2pay B.V. entered into an agreement with Stichting Beheer
Derdengelden Ease2pay ("the Foundation"), which sets out the conditions
and approach that enable the Foundation to perform its statutory
independent obligations. The purpose of the Foundation is to safeguard
money of users of the transaction platform to pay for their parking and
fuelling services. The amounts entrusted by the users of the platform to
the Foundation shall be used to pay parking and fuel providers for their
services. Due to the agreement, the Group may exert an influence on the
Foundation’s Board. It is agreed that all losses of the Foundation will be
charged to Ease2pay B.V., consisting of operational expenses of the
Foundation (the reimbursements of Ease2pay B.V. reflects income of the
Foundation). Ease2pay B.V. settles the transactions on behalf of the
Foundation with Foundation’s counterparties.
The Group has concluded, in accordance with the consolidation
requirements mentioned in note 2.3 - (i) influence in the Board, (ii)
exposed to variable results and (iii) the ability to exert an influence on the
Board to affect Foundations’ results - that the financial information of the
Foundation needs to be consolidated. The balance sheet of the
Foundation shows mainly cash and cash equivalents, trade and other
liabilities that are presented in the “Amounts entrusted to Stichting
Beheer Derdengelden Ease2pay” and “Liabilities to Stichting Beheer
Derdengelden Ease2pay” in the Group’s consolidated statement of
financial position. The Foundation's cash and cash equivalents are legally
separated and are only available to pay for services provided to the users
of the platform (in the line items mentioned above).
Principal versus agent for revenue out of settlement fees
The Group has contracts with financial institutions that provide
services to enable payment processing, for which payment network fees
are charged. The Group has applied judgement in determining whether it
has control of the full payment service before the service is transferred to
its customers and whether the Group acts as an agent or principal in
relation to the settlement fees charged by financial institutions.
The Group is responsible for fulfilling the promise to provide payment
transaction services. The Group is ultimately responsible for ensuring that
the services are performed and are acceptable to the customers. The
Group is thus considered to control the full payment service.



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33
Ease2pay N.V. Consolidated financial statements 2022
For all payments of processing settlement services that are provided to
customers, the Group retains the exposure to financial institutions and
the related payment costs. As such the Group has concluded it acts as
principal for these services purchased from financial institutions. The
processing fees are based on these related payment costs and other
relevant costs for the processing services.
3.2 Estimates
Impairment test of goodwill and non-current assets of Involtum
On an annual basis, the group tests whether goodwill (together with other
non-current assets of a cash-generating unit, see note 11) is subject to
any impairment. For the 2022 reporting period, the recoverable amount
of the cash-generating units was determined based on value in use
calculations, which require the use of assumptions. The calculations used
are cash flow projections based on financial budgets approved by
management covering a five-year period. See note 11 for further details
on these assumptions.
Measurement of assets and liabilities acquired in a business
combination
In 2022, the Group acquired the activities of Involtum Holding B.V. and its
respective companies it controls, which operates a comprehensive IoT
and payment platform. The main assets obtained are the platforms
technology, customer relationships and property, plant and equipment.
See note 4 for the measurement of the assets and liabilities acquired and
the related assumptions.
Measurement of the parking services platform
The Group assesses the measurement of the parking services platform
based on historical cost less amortisations and impairments, if applicable,
by estimating the expected future earning capacity. See note 12 for
further details of this assessment.
Measurement of deferred taxes
The Group has obtained deferred taxes from its acquisition of Involtum
Holding B.V. and has a significant amount of unrecognised unused tax
losses. The Group has a history of losses and has therefore no sufficient
evidence for offsetting unused taxes with possible future profits (see note
10.3).
4 Business combinations
4.1 Significant accounting policy
Business combinations are accounted for using the acquisition method.
The cost of an acquisition is measured as the aggregate of the
consideration transferred, which is measured at acquisition date at fair
value and the amount of any non-controlling interests in the acquiree. For
each business combination, the Group elects whether to measure the
non-controlling interests in the acquiree at fair value, or at the
proportionate share of the acquiree’s identifiable net assets, if any.
Acquisition-related costs are expensed as incurred and included in other
operational expenses in the consolidated statement of profit or loss.
When the Group acquires a business, it assesses the financial assets and
liabilities assumed for appropriate classification and designation in
accordance with the contractual terms, economic circumstances and
pertinent conditions as at the acquisition date.
Any contingent consideration to be transferred by the acquirer will be
recognised at fair value at the acquisition date, if any. Contingent
considerations classified as financial liabilities are measured at fair value

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34
Ease2pay N.V. Consolidated financial statements 2022
with the changes in fair value recognised in the consolidated statement of
profit or loss.
Goodwill is initially measured at cost as the excess of the aggregate of the
consideration transferred and the amount recognised for non-controlling
interests and any previous interest held over the net identifiable assets
acquired and liabilities assumed. If the fair value of the net assets
acquired is in excess of the aggregate consideration transferred, the
Group re-assesses whether it has correctly identified all of the assets
acquired and all of the liabilities 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 transferred, then the gain is
recognised in profit or loss.
All identified assets and liabilities are measured at fair value, the main
remeasured items in the purchase price allocation are mentioned below.
Platform – intangible assets
The software acquired is needed for the energy portals, apps and
payments and was valued based on the cost approach that considers the
time, knowledge and related expenses to reproduce the platform. The
cost approach is a generally accepted method to determine the fair value
of such an asset. This fair value is based on level 3 of the fair value
hierarchy. On the acquisition date, the useful life of this platform is
determined at five years.
Customer relationships – intangible assets
Customer relationships reflect the expected future benefits of existing
relationships with customers at acquisition date, excluding selling orders
agreed. The customer relationships acquired as part of the acquired
companies were valued based on the Excess Earnings method, which
considers the attrition data, profitability data and growth of revenues
coming from existing customers. The Excess Earnings method is a
generally accepted method to determine the fair value of such an asset.
This fair value is based on level 3 of the fair value hierarchy. To determine
the fair value of the customers relationships, varying growth rates have
been used: from 2% to 38% positive; attrition rates of 0% and discount
rates of 21%. On the acquisition date, the useful life of these customer
relationships is determined at ten years.
4.2 Acquisition of Involtum Holding B.V.
On 19 January 2022, the Group obtained control over Involtum Holding
B.V. by acquiring all of the shares of Involtum Holding B.V. (hereafter
“Involtum”). Involtum and its group companies is a Dutch Group that
provides the services of its Internet of Things switching and transaction
platform. This platform has integrated invoicing and payment modules.
Involtum's platform and services enable our customers to market
innovative 'sharing' services.
Involtum helps its customers with the development and improvement of
their services and aims to develop labels or communities that can be used
by multiple customers. In this way, Involtum enables parties to make a
limited number of facilities available for a sharing service, without having
to develop a platform themselves. Involtum relieves providers of power
supplies in marinas, in (sea) ports, on camping sites, in parking spaces
(electric transport), at events (festivals, markets, fairs) with its switching,
metering, invoicing and payment solution. Wherever electricity is
available and used temporarily, payment can be made possible.
With customer-specific energy portals, smartphone apps and flexible
payment methods, Involtum literally takes care of everything that comes

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35
Ease2pay N.V. Consolidated financial statements 2022
with offering energy. Involtum mobile power concepts enable customers
to activate electricity and other utilities using their smartphone, gain
realtime insight into their consumption, receive customised bills and
enjoy easy and quick payment possibilities.
Consideration transferred and valuation of assets obtained
The Group has issued shares to the shareholders of the acquiree to fulfil
the acquisition consideration. The consideration transferred is EUR 27,635
thousand, consisting of 10,714,792 shares of Ease2pay N.V. with a price
on the Euronext Amsterdam exchange of EUR 2.58 on 19 January 2022,
less the 1-year lock-up premium. The consideration is satisfied in shares of
Ease2pay N.V. An investment cash outflow has not been included in the
consolidated cash flow statement for this acquistion.
EUR thousands
Involtum Holding B.V.
Technology of the platform (intangible assets)
1,630
Customer relationships (intangible assets)
1,195
Other equipment (property, plant and equipment)
595
Trade receivables
171
Other current assets
366
Cash and cash equivalents
105
Trade and other liabilities
-1,205
Deferred taxes
-201
Total identified assets obtained and liabilities assumed
2,656
Goodwill
24,979
Consideration transferred
27,635
Other disclosures of the business combination
The goodwill of EUR 24,979 thousand primarily related to growth and
synergy expectations by integrating the platforms and offering customers
a more integrated and wider range of services and the expertise and
knowledge of the workforce (see note 11 for the impairment test of this
goodwill). The goodwill is not tax deductible. The Group evaluates
goodwill on impairments based on recent budgets and forecasts. Since
the acquisition date, the revenue of the company acquired has been
approximately EUR 2.8 million and the net loss was approximately
EUR 1.4 million. The activities are included in the Group figures for the
whole financial year period. The acquisition-related costs of this
transaction are approximately EUR 706 thousand and are recognised in
the other operating expenses in the consolidated statement of profit or
loss. The amount of issuance costs of shares related to the business
combination is some EUR 327 thousand and is recognised in the share
premium. The fair value and the carrying amount of trade receivables are
EUR 171 thousand.
5 Revenue and segment information
5.1 Significant accounting policy
Revenue is measured based on the consideration to which the Group
expects to be entitled from contracts with customers and excludes
amounts collected on behalf of third parties. The Group recognises
revenue when it transfers control of the service to a customer.
A performance obligation is the unit of account for revenue recognition.
At contract inception, the Group identifies the performance obligations
within the contract. To determine whether a promised service (or bundle
of services) is distinct, the Group applies judgment using two criteria:
- Capable of being distinct: The customer can benefit from the good or
service on its own or together with other readily available resources.
- Distinct within the context of the contract: The Group considers a
promise distinct within the context of the contract when the
promised transfer of the good or service is separately identifiable
from other promises in the contract.

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Ease2pay N.V. Consolidated financial statements 2022
Besides the other services, the revenue of the Group consists of two fees:
- Settlement fees: A customer obtains the right to execute transactions
on the platform in a specific period. This is a performance obligation
satisfied over time. Settlement fees are fixed fees per period and are
recognised on a straight-line basis in the period.
- Processing fees: A customer executes transactions at one moment on
the platform. This is a performance obligation satisfied over time (in a
very short timeframe). Processing fees are fees per transactions and
are recognised when the transaction has been executed.
Besides these fees, the Group provides connectors to customers to be
able to connect to the platform. These performance obligations are
satisfied at a point in time. The Group also provides other services mainly
providing power to customers via its public connectors or maintenance of
the platform to connect or provide services to customers, these
performance obligations are satisfied over time.
Revenue is measured net of discounts, value added tax and other sales-
related taxes. There are no significant financing components in the
contracts.
5.2 Revenue
EUR thousands 2022 2021
Settlement fees
869 138
Processing fees
697 199
Other services (performance obligations
670 17
satisfied over time)
Other services (performance obligations
1,14
6
0
satisfied at a point-in-time)
3,382 354
Amounts for the year 2021 have been reclassified for comparative
purposes.
5.3 Segment information
The basis of the segment information is the periodical assessment of the
Chief Operating Decision Maker (CODM). The Management Board is
identified as CODM. The Group’s business model is based on its platform
for parking, fuelling, Internet of Things switching, transactions and other
(supporting) services and are identified as one reporting segment. The
Management Board also assesses the performance of the Group also on
the basis of the complete platform. The segment information is identical
to the consolidated financial information in these financial statements,
due to the limited size of the reporting segment and the operations of the
payment platform.
Segment information is measured according to the same policy as assets,
liabilities, income and expenses in these consolidated financial
statements. The Group is in a scale-up phase for which a strict
management of costs is essential. The Management Board assesses the
operational costs that affect directly the Group’s revenue:
EUR thousands 2022 2021
Cost incurred from financial institutions and other
-2,532 -27
0
costs
Employee benefits
-1,107 -19
7
Other operating expenses
-1,533 -47
4
Total
-5,172 -94
1
Revenue
3,382 35
4
The increase in the year relates to the revenue of the activities of
Involtum that are acquired in beginning 2022. Revenues of approximately
EUR 1,565 thousand (2021: EUR 36 thousand) are derived from a single
external customer.

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Ease2pay N.V. Consolidated financial statements 2022
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6 Cost of revenue
EUR thousands 2022 2021
Cost incurred from financial institutions related to
payment transactions
904
270
Cost for power supply and other platform related
services
511
0
Cost of goods sold to enable platform services
1,117
0
2,532 270
Cost incurred from financial institutions related to payment transactions
include expenses that relate to external expenses to service these
transactions. Cost for power supply and other platform related services
include expenses that relate to external expenses for power purchases.
Cost of goods sold to enable platform services include expenses for new,
expanding and replacing existing connectors that are sold to customers.

7 Employee benefits

Significant accounting policy
Short-term employee benefits are expensed as the related service is
provided. A liability is recognised for the amount expected to be paid if
the Group has a present legal or constructive obligation to pay this
amount because of past service provided by the employee and the
obligation can be estimated reliably. Staff costs comprise directly
attributable costs of staff, Management Board and Supervisory Board
members, social security contributions, pension contribution payments
and temporary staff expenses.
Pension contribution payments of the Group relate to defined-
contribution plans, which are recognised as an expense when employees
have rendered services entitling them to the payments.
The Group may receive government grants to compensate personnel
expenses related to specific activities of employees. Grants from the
government are recognised at their fair values where there is a
reasonable assurance that the grant will be received and the Group will
comply with all conditions attached.





Employee expenses
EUR thousands
2022
2021
Wages and salaries
756
154
Social security contributions
135
29
Pension contribution payments
7
7
Other employee expenses
209
7
1,107
197
Other employee benefits include also expenses of external business
development staff. The Group received government grants related to
employee activities in the amount of EUR 30 thousand (2021: EUR 29
thousand) included as part of the Wages and salaries.
Workforce
The average number of employees is summarised below.
Average number of FTEs
2022
2021
Management
3.8
2.0
Platform and administrative
10.7
4.6
14.5
6.6
All people are employed in the Netherlands.



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8 Other operating expenses
EUR thousands
2022
2021
Advisory and consultancy expenses
1,117
327
Other expenses
416
147
1,533
474
Other expenses have mainly increased due to the acquisition of Involtum.
See note 27.2 Other expenses in the company financial statements for the
disclosure of the remuneration of independent auditors.
9 Finance expenses
See note 2.7 for the relevant accounting policy.
EUR thousands 2022 2021
Interest credit facilities
8 10
Interest bank overdrafts
15 0
23 10


10 Income taxes
10.1 Significant accounting policy
Tax expense or income recognised in the consolidated financial statement
of profit or loss comprises the sum of deferred tax and current tax that is
not recognised in other comprehensive income or directly in equity.
Current and deferred taxes are calculated based on tax rates and tax laws
that were enacted or substantively enacted by the end of the reporting
period. Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities in the
financial statements and the corresponding tax bases used in the
computation of taxable profit and is accounted for using the liability
method. Deferred tax assets and liabilities are generally recognised for all
temporary differences. Deferred tax assets could also arise from unused
tax losses and tax credits.
Deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against deductible temporary differences
that can be utilised. In case of a history of recent losses exists, a deferred
tax asset is only recognised for unused tax losses to the extent that
sufficient taxable temporary differences are available or convincing other
evidence exists that sufficient taxable profit will be available to utilise for
the unused tax losses. Such assets and liabilities are not recognised if the
temporary difference arises from the initial recognition (other than in a
business combination) of other assets and liabilities in a transaction that
affects neither the taxable profit nor the accounting profit. Deferred tax
liabilities are not recognised if the temporary difference arises from the
initial recognition of goodwill.
The carrying amount of deferred tax assets is reviewed at each reporting
date and adjusted to the extent that it is (no longer) probable that
sufficient taxable profits will be available to allow all or part of the asset
to be recovered.
Deferred tax assets and liabilities are offset when there is a legally
enforceable right to set off current tax assets against current tax liabilities
and when they relate to income taxes levied by the same taxation
authority on either the same taxable entity or different taxable entities
which intend to settle their current tax assets and liabilities either on a
net basis or simultaneously.




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10.2 Income tax recognised in profit or loss
EUR thousands
2022 2021
Current tax expense / income
0 0
Deferred tax expense / income
-371 0
Income tax expense / income
-371 0
Reconciliation of the effective income tax rate
A tax rate of 15.0% (2021: 15.0%) is applicable to profits with a threshold
of EUR 395 thousand (2021: EUR 245 thousand). Profits exceeding this
amount are subject to a tax rate of 25.8% (2021: 25.0%).
The income tax expense or benefit for the year reconciled to the
accounting loss is as follows:
EUR thousands 2022 2021
Loss before income tax
-26,446 -808
Income tax benefit calculated at 25.8% Dutch income
tax rate
6,823 202
Effect of lower tax rate for income up to EUR 395
thousand (2021: EUR 245 thousand)
-43 -25
Remeasurement deferred tax asset of unused tax losses
-457 0
Tax losses not eligible to recognise deferred tax assets
-6,694 -177
Income tax expense
-371 0
10.3 Deferred taxes
The changes in deferred taxes for 2022 are summarised below.
EUR thousands
As at
1 January
Business
combinations
Profit or loss
As at 31
December
Intangible assets
0 -
507
45 -462
Property, plant and
equipment
0 -
151
41 -110
Unused tax losses
0
457
-457 0
0 -
201
-371 -572
The deferred taxes arisen at the acquisition of Involtum are remeasured
at nil based on the existing historical tax losses of both Ease2pay and
Involtum. Some EUR 100 thousand of the deferred tax liabilities is
expected to be released within one year (2021: nil). On 31 December
2021, the deferred taxes were nil and no changes had occurred in 2021.
Expiry period of unrecognised tax losses
Unused tax losses are not recognised due to the advancing negative
results of the Group in the year under review and losses in previous years.
On 1 January 2022, the Dutch tax provisions for compensation of tax
losses changed. From that date, tax losses will be carried-forward
unlimitedly and can compensate for at least EUR 1 million, if any, or to a
maximum of 50% of the taxable profit per year less EUR 1 million. This
mechanism prevents leakage of tax losses, but a longer period is needed
to compensate all losses. The tax losses are summarised hereafter.
Expiration of the unrecognised deferred taxes
2022
2021
Unlimited
12,825
0
Expire in 2025
0
1,387
Expire in 2026
0
1,051
Expire in 2027
0
1,519
Total
12,825
3,957
As from 2023, a tax rate of 19% (2022: 15%) has been applied to the
unused tax losses for results of EUR 200 thousand per year (2022:
EUR 395 thousand per year) and 25.8% to profits above this threshold
(2022: 25.8%). Based on the tax rate of 25.8%, the unrecognised tax losses
represent a tax asset of EUR 3,191 thousand (2021: EUR 1,021 thousand,
based on a tax rate of 25.8%).


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Ease2pay N.V. Consolidated financial statements 2022
40



11 Goodwill
Significant accounting policy
Goodwill is initially measured at cost, as the excess of the sum of the
consideration transferred over the net of the acquisition-date amounts of
the identifiable assets acquired and the liabilities assumed. After initial
recognition, goodwill is measured at cost less accumulated impairments,
if any (see note 2.6).


Changes in goodwill
EUR thousands
2022
2021
Balance as at 1 January
0
0
Acquired in business combinations (see note 4)
24,979
0
Impairment losses
-
23,766
0
Changes in the year
1,213
0
Cost
24,979
0
Accumulated impairment losses
-
23,766
0
Balance as at 31 December
1,213
0

Impairment test of non-financial non-current assets
The recoverable amount is determined based on value-in-use
calculations, covering a detailed five-year forecast, followed by an
extrapolation of expected cash flows using a declining growth rate
determined by management. The present value of the expected cash
flows of each unit is determined by applying a suitable discount rate
reflecting current market assessments of the time value of money and
risks specific to the segment.
Assumptions used
The Group distinguishes two cash generating units:
- NomadPower and related services: a service line with activities for
electricity supply and charging infrastructure and digital payment for
self-service in ports, truck parks, camp sites, marinas and carwashes;
and
- Communication with devices connected: a services line with activities
to activate and deactivate washing machines, dryers and/or other
equipment for among others launderette via the platform.
The value in use of the cash generating units NomadPower and related
services and Communication with devices connected are based on the
cash flow projections reflect increasing profit margins in the forecast five-
year period. After this period the cash flows are extrapolated. No
expected efficiency improvements have been considered and prices and
wages reflect publicly available forecasts of inflation in the industry over
the forecast five-year period. Management is currently not aware of any
other reasonably possible changes to key assumptions that would cause a
cash-generating unit’s carrying amount to exceed its recoverable amount.
The discount rate and long-term growth rate are shown below.
Cash generating units
Discount rate
Long-
term
growth rate
NomadPower and related services
17.5%
2.4%
Communication with devices connected
17.5%
2.4%
Impairment loss
The effect of the impairment test on the goodwill is showed hereafter.
Goodwill per cash generating unit
EUR thousands
Before
impairment Impairment
After
impairment
NomadPower and related services
23,766 -23,766 0
Communication with devices connected
1,213 0 1,213
Total
24,979 -
23,766
1,213
The cash generating unit of NomadPower and its related services have a
value in use of EUR 1.1 million and equals the carrying amount of the
related assets after impairment of goodwill. After the acquisition of these
activities, the Group decided to cancel its further expansions of its
charging station network for trucks and focus on the switching platform




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Ease2pay N.V. Consolidated financial statements 2022
41




only, at least for the medium term. The expansion of charging stations
requires additional capital. During the second half of 2022, it became
clear that the Group was unable to obtain sufficient capital for this
expansion. In the year 2022, significant challenges arose in this context,
such as the higher and volatile power prices, which required higher capital
requirements for a company in this industry, and high inflation, which
substantially increased the capital required for such an investment. The
Group decided to optimise the processes of these activities and aim for
further growth of the platform switching services. This resulted in lower
expected future cash inflows, significantly lower to make up the purchase
price of this part of Involtum Holding B.V.
The value in use of the cash generating unit Communication with devices
connected is EUR 2.5 million and the carrying amount of the related
assets is EUR 2.3 million.
Sensitivity
EUR thousands
Headroom
Discount rate
increase of 1%
Long-term growth
decrease of 0.5%
Cash generating units after goodwill impairment
NomadPower and its related services
n.a. n.a. n.a.
Communication with devices connected
0.2 0.2 0.1
After the impairment of the goodwill of the cash generation unit
NomadPower and its related services all goodwill impaired. The cash
generating unit Communication with devices connected would not be
impaired if the discount rate 1% increases.


12 Intangible assets
Significant accounting policy
Intangible assets represent the payment transaction platform (the
“platform”) that provides services for the settlement of parking and
fuelling, Internet of Things switching, transaction platform and other
services. Intangible assets acquired in a business combination are
recognised separately from goodwill and are initially recognised at their
fair values at the acquisition date (which is regarded as their cost). After
initial recognition, intangible assets acquired in a business combination
are reported at cost less accumulated amortisation and accumulated
impairment losses, if any. Amortisation is recognised on a straight-line
basis over the useful life of the asset.
Intangible assets arising from development are recognised provided that
the following criteria are met (i) the development costs can be measured
reliably, (ii) the activities are technically and commercially feasible, (iii)
the Group intends to and has sufficient resources to complete the project,
(iv) the Group has the ability to use or sell the software, and (iv) the
activities will likely generate future economic benefits. Development costs
not meeting these criteria for capitalisation are expensed as incurred.
Intangible assets arising from development or acquired separately are
measured at cost less accumulated amortisation and accumulated
impairment losses, if any. Amortisation is recognised on a straight-line
basis over the useful life of the asset. The useful life and amortisation
method are reviewed at the end of each reporting period.
Intangible assets are derecognised upon disposal, or when no future
economic benefits are expected from their use or disposal. Any resulting
gain or loss is measured as the difference between the net disposal
proceeds and the carrying amount of the asset and is recognised in profit
or loss when the asset is derecognised.
Research and development expenses
The Group has incurred some EUR 247 thousand for research and
development expenses (2021: EUR 150 thousand).




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Ease2pay N.V. Consolidated financial statements 2022
42





Changes in intangible assets
EUR thousands
Platform
technology
Customer
relationships Total
As at 1 January 2022
Cost
2,529 0 2,529
Accumulated amortisation
-710 0 -710
Carrying amount as at 1 January 2022
1,819 0 1,819
Changes in the year
Acquired through business combination
1,630
1,195
2,825
Amortisation charge
-
578
-
120
-
698
1,052
1,075
2,127
As at 31 December 2022
Cost
4,159 1,195 5,354
Accumulated amortisation
-1,288 -120 -1,408
Carrying amount as at 31 December 2022
2,871 1,075 3,946
Useful life in years
5
-
10
10
Remaining useful life in years
4
-
8
9
As at 1 January 2021
Cost
1,858 0 1,858
Accumulated amortisation
-499 0 -499
Carrying amount as at 1 January 2021
1,359 0 1,359
Changes in the year
Acquired through business combination
671 0 671
Amortisation charge
-211 0 -211
460 0 460
As at 31 December 2021
Cost
2,529 0 2,529
Accumulated amortisation
-710 0 -710
Carrying amount as at 31 December 2021
1,819 0 1,819
Useful life in years
10 -
Remaining useful life in years
7 -

13 Property, plant and equipment
Significant accounting policy
Property, plant and equipment relate to energy charging connections and
other equipment and are measured at cost less accumulated depreciation
and accumulated impairment losses, if any. Depreciation is calculated
from the date an asset becomes available for use and is provided on a
straight-line basis over the estimated useful life of each part of an item of
property, plant and equipment. The depreciation method, useful lives and
residual values are reviewed annually.
An asset is derecognised upon disposal or when no future economic
benefits are expected to arise from its continued use. Any resulting gain
or loss is measured as the difference between the sales proceeds and the
carrying amount of the asset and is recognised in profit or loss when the
asset is derecognised.

Changes in other equipment
EUR thousands 2022
2021
As at 1 January
Cost
6
6
Accumulated depreciation
-
4
-
4
Carrying amount as at 1 January
2
2
Changes in the year
Acquired through business combination
595
0
Additions
6
0
Depreciation charge
-169
0
432
0
As at 31 December
Cost
607
6
Accumulated depreciation
-
173
-
4
Carrying amount as at 31 December
434
2
Useful life in years
2 - 5
2


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43
Ease2pay N.V. Consolidated financial statements 2022




The depreciation expenses include an impairment loss of EUR 49
thousand for some items of other equipment due to damages.
14 Trade and other receivables
See note 2.7 for the relevant accounting policy.
EUR thousands As at 31 December
2022 2021
Trade receivables
276 8
Receivables outstanding for merchants
422 0
Amounts to be invoiced
162 7
Value added tax receivable
110 0
Other receivables and accruals
324 10
Total
1,294 25
The aging of the trade receivable is shown below.
As at 31 December 2022
Credit loss
Carrying
EUR thousands
Gross amount
allowance
amount
Not past due
193 0 193
0 to 30 days
30 0 30
30 to 60 days
808
More than 60 days
47 -2 45
Total
278 -2 276
As at 31 December 2021
Credit loss
Carrying
EUR thousands
Gross amount
allowance
amount
Not past due
606
0 to 30 days
101
30 to 60 days
000
More than 60 days
101
Total
808
The credit risk of the trade receivables is limited for the parking and
fuelling payment processing, as most receivables are paid from the
amounts trusted to Stichting Beheer Derdengelden Ease2pay of the
foundation. For the services of the Internet of Things switching and
transaction platform and other goods provided, the Group has direct
receivables from its customers. Merchants bear the credit risk of
receivables outstanding for merchants.
The movement of the credit loss allowance is summarised below.
EUR thousands 2022 2021
Balance as at 1 January
00
Additions
20
Balance as at 31 December
20
15 Amounts entrusted to Stichting Beheer Derdengelden Ease2pay
See note 2.7 for the relevant accounting policy.
Amounts entrusted to Stichting Beheer Derdengelden Ease2pay are
amounts received for the services of the providers of parking and fuelling
services and amount to EUR 747 thousand (2021: EUR 344 thousand). The
amounts are separated in an entity segregated from the Group, the
foundation, Stichting Beheer Derdengelden Ease2pay (the Foundation), to
pay the service providers (for parking and fuelling) when their services are
provided to customers using the platform.

16 Cash and cash equivalents
See note 2.7 for the relevant accounting policy.
The cash and cash equivalents amounting to EUR 3,378 thousand (2021:
EUR 2 thousand) were available to the Group without any restrictions
(2021: no restrictions). The Group does not receive of pay interest on its
cash and cash equivalents. Note 22.1 sets out the credit risk of the
counterparties with regard to the amounts of cash and cash equivalents.


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Ease2pay N.V. Consolidated financial statements 2022
44




17 Equity
17.1 Equity
Significant accounting policy
Share capital
Ordinary share capital is classified as share capital. The authorised share
capital is the maximum capital that the Company can issue under the
terms of the Company’s Articles of Association.
Share premium
Share premium is the excess of the amount received by the Company over
and above the nominal value of its shares issued. Incremental costs
directly attributable to the issue of new shares are shown in shareholders’
equity as a deduction, net of tax, from the proceeds and are presented in
share premium.


Changes in shares issued
The authorised share capital of EUR 11.0 million (2021: EUR 2.5 million) is
divided into 110,000,000 ordinary shares with a par value of EUR 0.10
(2021: 25,000,000 ordinary shares with a par value of EUR 0.10). The
issued share capital is summarised below.
Number of ordinary shares issued and fully paid
2022 2021
Issued shares as at 1 January
10,550,208 9,239,998
Issued shares in the year
12,992,007 1,310,210
Issued shares as at 31 December
23,542,215 10,550,208
On 19 January 2022, the Group obtained control over Involtum Holding
B.V. by acquiring all of the shares of Involtum Holding B.V. and transferred
10,714,792 new issued shares of Ease2pay N.V. to the sellers (see note 4.2
consideration transferred).
On 19 January 2022, the Group successfully completed a private
placement share issuance to a group of majority shareholders. The Group
issued 2,108,344 shares of EUR 3.02 each, resulting in cash proceeds of
EUR 6,375 thousand. The emission price was based on the weighted
trade-volume average price of ordinary shares on Euronext Amsterdam
over a period of 90 days before the Group’s press release on
29 November 2021.
On 19 January 2022, the Group converted its liability of its credit facility of
EUR 509 thousand including accrued interest into 168,871 shares of
EUR 3.02 each.
The Group incurred cost for the share issuance amounting to EUR 396
thousand in the year.
On 8 January 2021, the Group issued 1,310,210 shares for EUR 1.00 per
share, amounting to EUR 131 thousand share capital and EUR 1,140
thousand share premium in a private placement. The expenses of this
issuance, amounting to EUR 39 thousand, have been charged to the share
premium.
See the consolidated statement of changes in equity for changes in the
equity components in the year and see note 30.1 of the company financial
statements for more detailed information.
Loss allocation
The loss of the year amounting to EUR 26,817 thousand, will be deducted
from the retained earnings.



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17.2 Basic and diluted loss per share
The loss per share is based on the weighted average number of shares.
For the year ended 31 December
2022 2021
Balance on 1 January (in number of shares)
10,550,208 9,239,998
Weighted effect of shares issued in the year (in
number of shares)
12,315,711 1,285,083
Weighted average number of shares for the year
22,865,919 10,525,081
Loss after tax attributable to shareholders (in EUR
thousand)
-
26,817
-
808
Basic and diluted loss per share (in EUR)
-1.17 -0.08
17.3 Capital management
The Group's policy is to maintain an adequate capital position to retain
the confidence of its customers, investors, creditors and the financial
markets and enable future development and growth of its business
activities. The Management Board monitors the capital defined by the
Group as shareholders' equity, EUR 8.2 million on 31 December 2022
(2021: EUR 0.9 million). The Management Board also monitors events in
relation to the development phase of the Group's business. The current
scale-up phase is not suitable for setting rigid quantitative targets. The
Management Board strives for a balanced development for the further
rollout of the platform and activities, resulting in future growth of the
Group's earnings. In the year under review, the Group's capital
management approach has not changed. The Group is not subject to any
externally imposed capital requirements.
On 31 December 2022, the ratio of liabilities of EUR 2.8 million (2021:
EUR 1.3 million) to equity of EUR 8.2 million (2021: EUR 0.9 million) was
0.34 (2021: 1.37). The change is due to the capital increase related to
total assets (including the impairment) in 2022.
18 Borrowings
See note 2.7 for the relevant accounting policy.
Changes in borrowings
EUR thousands
2022
2021
Balance as at 1 January
509
677
Amounts repaid
0
-678
Amounts drawn
0
500
Borrowings converted into equity (see note 17.1)
-
509
0
Interest accrual
0
10
Balance as at 31 December
0
509
Current borrowings as at 31 December
0
509
On 18 December 2019, The Internet of Cars V.O.F. provided a credit
facility with a notional value of EUR 650 thousand (excluding accrued
interest). The interest rate of the facility was 5.0% per year. This facility
originated when the Group agreed to merge its existing credit facilities
with the lender to one facility with a total nominal amount of EUR 650
thousand (excluding accruing interest).
In January 2021, the Group repaid the outstanding amount of EUR 678
thousand. On 29 April 2021, the Group agreed to extend this credit facility
to 30 June 2022, on this date the facility terminated. In June 2021, the
Group drawn EUR 500 thousand on this facility.
On 19 January 2022, the Group converted its liability of this credit facility
of EUR 509 thousand including accrued interest into equity (see note
17.1).


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46
Ease2pay N.V. Consolidated financial statements 2022








19 Liabilities to Stichting Beheer Derdengelden Ease2pay
See note 2.7 for the relevant accounting policy.
An amount of EUR 322 thousand of the liabilities to Stichting Beheer
Derdengelden Ease2pay relates to amounts received by the Foundation
from users of the platform to be used to pay parking and fuel providers
(EGI credits) (2021: EUR 254 thousand) and an amount of EUR 428
thousand to amounts payable to providers of parking services or fuel
(merchants) (2021: EUR 94 thousand).

20 Trade and other liabilities
See note 2.7 for the relevant accounting policy.
EUR thousands As at 31 December
2022 2021
Trade payables
90 100
Payables related to merchants
254 0
Wage and value added taxes payable
117 58
Other liabilities
999 253
Total
1,460 411
The Management Board and its external advisor have been evaluating and
remediating the value added tax position, including ongoing interaction
with the relevant tax authorities, currently resulting in a value added tax
liability as at 31 December 2022 of EUR 103 thousand.

21 Contingencies
21.1 Short-term leases
Significant accounting policy
The Group has entered into a short-term lease agreement for office
space. The payments of short-term leases are expensed on a straight-line
basis over the lease term of the contract.


Lease expenses
The Group’s short-term lease contract ends in September 2023. In 2022,
the Group included EUR 50 thousand for short-term lease expenses in the
other operational expenses in the consolidated statement of profit or loss
(2021: EUR 6 thousand). On 31 December 2022, the Group’s short-lease
commitment was EUR 34 thousand (2021: EUR 3 thousand).

22 Financial risk management
The Group is exposed to financial instruments that occur or are used in its
business activities. The use of financial instruments expose the Group to
the following risks:
- Credit risk;
- Liquidity risk; and
- Market risk.
The Management Board is responsible for setting up and overseeing the
Group’s risk management framework. The Group continuously develops
its internal risk management framework. The Management Board reports
regularly on these activities to the Supervisory Board. The purpose of the
risk policy is to identify and assess to which risks the Group is exposed, to
set appropriate risk limits and measures and to monitor the risks and
compliance with the limits. Risk management policies and systems are
regularly reviewed and adjusted as necessary to reflect changes in market
conditions and the Group's activities. The Group aims through its training,
management standards and procedures, to develop a monitored and
constructive control environment in which employees understand their
roles and obligations.


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47
Ease2pay N.V. Consolidated financial statements 2022




22.1 Credit risk
Credit risk is the risk that one party to a financial instrument will cause a
financial loss for the other party by failing to comply with an obligation. A
credit risk arises when counterparties, including debtors or banks, fail to
meet their obligations to the Group. The Group’s credit risk is limited to
parking and fuelling payment processing fees as most of those fees are
paid via Stichting Beheer Derdengelden Ease2pay. As the credit risk of the
switching platform activities is attributable to the Group’s customer, only
a limited amount for the Group’s fee is at risk. The Group considers the
following as constituting an event of default:
- When information developed internally or obtained from external
sources indicates that the debtor is unlikely to pay its creditors; or
- When a financial asset is 90 days past due.
The cash and cash equivalents held with banks are considered financial
assets rated investment grade. ABN AMRO Bank N.V. has ratings of A, A1,
A from Standard & Poors, Moody's and Fitch, respectively. Rabobank has
ratings of A+, Aa2, A+ from Standard & Poors, Moody's and Fitch
respectively. The Group's maximum exposure to credit risks is limited to
the carrying amount of the financial assets in the consolidated statement
of financial position.
22.2 Liquidity risk
Liquidity risk is the risk that the Group will encounter difficulty in meeting
obligations associated with financial liabilities that are settled by
delivering cash or another financial asset. The Group's policy is to meet its
current and future payment obligations, to enable the continuance and
growth of its business activities. The principles underlying liquidity risk
management are that sufficient liquidity is available to meet financial
obligations arising from the Group's activities.
On 31 December 2022, the Group had EUR 3,378 thousand in cash and
cash equivalents at its free disposal (2021: EUR 2 thousand). On the same
date, the Group had no credit facility (2021: a credit facility of EUR 650
thousand of which EUR 150 thousand could be drawn).
The expected cash outflows of the Group are as follows:
As at 31 December 2022
Less than
6 to 12
After 12
EUR thousands
Carrying
Total
6 months
months
months
amount
Cash outflows
Liabilities to Stichting Beheer
750 750 750 0 0
Derdengelden Ease2pay
Trade and other liabilities
1,460 1,460 1,460 0 0
Total
2,210 2,210 2,210 0 0
As at 31 December 2021
Less than
6 to 12
After 12
EUR thousands
Carrying
Total
6 months
months
months
amount
Cash outflows
Borrowings
509 0 0 0 0
Liabilities to Stichting Beheer
348 348 348 0 0
Derdengelden Ease2pay
Trade and other liabilities
411 411 411 0 0
Total
1,268 759 759 0 0
In January 2022, the outstanding borrowings were converted into shares
and did not result in a cash outflow (see note 17.1).
22.3 Market risk
Market risk is the risk that the fair value or future cash flows of a financial
instrument will fluctuate because of changes in market prices. The
objective of market risk management is to manage and control market
risk exposures within acceptable limits whilst optimising the acceptable
limits and whilst optimising returns.



Graphics
48
Ease2pay N.V. Consolidated financial statements 2022







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 makes use of interest-bearing liabilities or credit
facilities with fixed interest rates. The Group aims to conclude credit
facilities with fixed interest rates to mitigate the risk of changing interest
rates and to have certainty about outgoing cash flows. Changes in interest
rates affect the fair value of a loan, but do not lead to a change in cash
outflows. On 31 December 2022, the Group was not exposed to any
interest rate risk as it has no interest-bearing debts (2021: not exposed as
the outstanding facility had a fixed interest rate).
Foreign currency risk
The Group has low foreign currency risk exposure, as a limited number of
Internet of Things switching and transaction platform services are
performed in currencies other than the euro.

Fair value of financial instruments
The carrying amounts of the financial instruments in the Consolidated
statement of financial position, consisting of trade and other receivables,
cash and cash equivalents, borrowings and other current liabilities, are
reasonable approximations of the fair value of the instruments.
Sustainable risk
The Group facilitates the energy transition in individual, recreational and
freight transport. The Group core activities are processing of the
transactions for parking, fuelling and use of power or related services.
Transport will change to electric sources, however it is expected that
payment transaction related to mobility and other transaction will be
needed and therefore the Group expects that customers continues to use
its services.





23 Related party transactions
23.1 Significant accounting policy
A related party is a person or company that is related to the Group. These
include both people and companies with an influence or control in the
Group or subjected to the influence or control of the Group. The
Management and Supervisory Boards, The Internet of Cars V.O.F.
(majority shareholder) and Ease2pay N.V.’s group companies are related
parties. Transactions with related parties are accounted for in accordance
with the requirements of relevant accounting policies and consider the
substance as well as the legal form. Related party transactions were made
on terms equivalent to those that prevail in arm’s length transactions.
Balances and transactions within the Group, which are related parties of
the Group, have been eliminated on consolidation and are not disclosed.
Related parties of the Group are its key management and its majority
shareholder.

23.2 Group companies
The group companies that are included in the consolidation are
summarised hereafter.
Share as at 31 December
Name and seat
2022 2021
Ease2pay B.V., Rotterdam, The Netherlands
100% 100%
Ease2platform B.V., Rotterdam, The Netherlands
100% 100%
Involtum Holding B.V., Rotterdam, The Netherlands (a)
100% 0%
Involtum Services B.V., Rotterdam, The Netherlands (a)
100% 0%
Nomad Power B.V., Rotterdam, The Netherlands (a)
100% 0%
Yoreon B.V., Rotterdam, The Netherlands (a)
100% 0%
(a) Companies are acquired as part of the acquistion of Involtum, see note
4.



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49
Ease2pay N.V. Consolidated financial statements 2022







23.3 Management and Supervisory Boards
Management Board
The remuneration of the members of the Management Board is in
accordance with the responsibilities of their respective positions. The
different positions are weighted, considering aspects such as the scope
and nature of responsibilities, the complexity of the management context
in which they operate and the required knowledge, experience and
competences required. The remuneration of the members of the
Management Board consists of a fixed amount. No variable, pension or
other benefits were granted.
Salaries
Total
EUR thousands
(short-term)
Mr Jan H.L. Borghuis
82 82
Mr Maarten L. Hektor (from 19 January to
82 82
27 December 2022)
Mr Gijs J. van Lookeren Campagne
82 82
Mr Edwin M. Noomen (from 19 January to
82 82
27 December 2022)
328 328
The Management Board members were not entitled to pension premiums
as part of their remuneration. In January 2022, the Management Board
members entered into employment agreements with the Group. Until
that date, the Group had entered into agreements with the respective
management companies of the Group’s Board Members, based on the
previous agreements Mr Borghuis and Mr van Lookeren Campagne were
paid each EUR 22 thousand each in 2021. These management companies
are the only two sole participants in the partnership (The Internet of Cars
V.O.F.) that has a significant influence in the Group. In the year under
review, loans were not provided to the members of the Management
Board members (2021: no loans).
Supervisory Board
In 2022 and 2021, the members of the Supervisory Board received
compensation for their work, as shown below. The compensations are
commensurate with the time spent on their activities. On 30 June 2022,
Ms Melis, Ms Terpstra, Mr Withagen and Mr De Witte were appointed
and Mr Fahrner and Ms Van der Veer resigned.
EUR thousands
2022 2021
Mr W.C.H. Fahrner (until 30 June 2022)
510
Ms Manuela N.D. Melis (from 30 June 2022)
60
Ms Marijke A.J. Terpstra (from 30 June 2022)
60
Ms N. van der Veer (until 30 June 2022)
510
Mr Heini C.A.M. Withagen (from 30 June 2022)
60
Mr Tom M. de Witte (from 30 June 2022)
80
6
3
20


23.4 Shareholders
The transactions and balances at year-end with the shareholder with a
significant influence, The Internet of Cars V.O.F., for the year are set out
below (see also notes 17.1 and 18):
EUR thousands
Transactions Balances
2022 2021 2022 2021
Credit facility
-509 -178 0 509
The majority shareholder participated in the share issuance on 19 January
2022 for EUR 509 thousand by converting the loan into new issued shares
(2021: Shareholders participated in the capital issuance for EUR 1,043
thousand) (see note 17).


Graphics
50
Ease2pay N.V. Consolidated financial statements 2022
24 New and/or amended IFRS standards and/or interpretations
issued but not yet effective
The standards and interpretations that are issued, but not yet effective,
up to the date of issuance of the Group’s consolidated financial
statements are disclosed hereafter. The Group intends to adopt these
standards, if applicable, when they become effective.
IFRS standards and interpretations endorsed by the European Union
- Amendments to IAS 1 Presentation of Financial Statements and IFRS
Practice Statement 2 Making Materiality Judgements: “Disclosure of
Accounting policies” is effective as from 1 January 2023. The
amendments require to disclose material accounting policy
information and clarify that accounting policy information is material
if users need this to understand the financial statements. These
amendments will only affect the disclosures of the Consolidated
Financial Statements.
- Amendments to IAS 8 Accounting policies, Changes in Accounting
Estimates and Errors: “Definition of Accounting Estimates”, effective
as from 1 January 2023. In these amendments, the definition of a
change in accounting estimates is changed to monetary amounts in
financial statements that are subject to measurement uncertainty.
The amendments clarify that a change in accounting estimate that
results from new information or new developments is not the
correction of an error and changes in inputs or a measurement
technique are changes in accounting estimates. These amendments
are not expected to have a material impact.
- Amendments to IAS 12 Income Taxes: “Income Taxes: Deferred Tax
related to Assets and Liabilities arising from a Single Transaction”,
effective from 1 January 2023. These amendments clarify that the
initial recognition exemption does not apply to transactions in which
equal amounts of deductible and taxable temporary differences arise
on initial recognition. These amendments are not expected to have a
material impact.
IFRS standards and interpretations issued by the International
Accounting Standard Board (IASB) and not yet endorsed by the European
Union
The changes in standards mentioned below are not yet endorsed by the
European Union. The effective dates mentioned are determined by the
International Accounting Standard Board (IASB).
- Amendments to IAS 1 Presentation of Financial Statements:
“Classification of Liabilities as Current or Non-current and
Classification of Liabilities as Current or Non-current - Deferral of
Effective Date” expected to be effective as from 1 January 2024.
These amendments modify the requirements that were introduced by
the amendments “Classification of Liabilities as Current or Non-
current on how an entity classifies debt and other financial liabilities
as current or non-current in particular circumstances: Only covenants
with which an entity is required to comply on or before the reporting
date affect the classification of a liability as current or non-current”. In
addition, an entity has to disclose information in the notes to enable
users of financial statements to understand the risk that non-current
liabilities with covenants could become repayable within twelve
months. These amendments are not relevant for the Group as it has
no borrowings that are subject to covenants.

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51
Ease2pay N.V. Consolidated financial statements 2022

- Amendments to IFRS 16 Leases: “Lease Liability in a Sale and
Leaseback”, expected to be effective as from 1 January 2024. The
amendments require a seller-lessee to subsequently measure lease
liabilities arising from a leaseback in a way that it does not recognise
any amount of the gain or loss that relates to the right of use it
retains. As the Group has no lease, these amendments will have no
impact on the Group’s equity and result.
- Amendments to IAS 12 Income taxes “International Tax Reform –
Pillar Two Model Rules”, expected to be effective immediately. The
amendments require to introduce a temporary exception from
accounting for deferred taxes arising from the implementation of the
OECD Pillar Two model rules, together with disclosure requirements.
The Group expects that these amendments will have no impact on the
Group’s equity and result.
- Amendments to IAS 7 Statement of Cash Flows and IFRS 7 “Supplier
Finance Arrangements”, expected to be effective as from 1 January
2024. The amendments require to add disclosures about supplier
finance arrangements. These amendments are not applicable for the
Group.
25 Events after balance sheet date
In its press release of 20 April 2023, Ease2pay announced that changing
market conditions resulted in the Management Board’s decision to no
longer invest in realising an own network of charging points for e-trucks.
The consequences of this decision are reflected in this annual report,
mainly in the impairment of goodwill, see note 11. Separately, Ease2pay
detected inaccuracies in administrative processes and systems of
Involtum-related business units, in particular impacting its value added
tax position. In 2023, the Management Board and its external advisor
have been evaluating and remediating the value added tax position; see
“Delayed publication of the annual report” in the Report of the
Management Board.
The procedures above were completed after the balance sheet date and
before publication of the annual report and recognised in the relevant
items of the financial statements.


Graphics
Ease2pay N.V. Company financial statements 2022
5252
Company financial statements 2022
Company statement of profit or loss
for the year ended 31 December
EUR thousands Note 2022
2021
Wages and salaries
27 -156
0
Social security and pension contributions
27 -28
0
Other expenses
27 -1,229 -
421
Operating result
-1,413 -
421
Interest income
28
52
36
Interest expenses
-16 -
10
Result group companies
28 -25,440 -
413
Loss before tax
-26,817 -
808
Income tax expense
0
0
Result after tax
-
26,817
-
808
Company statement of financial position
Before appropriation of result for the year
as at 31 December
EUR thousands
Note
2022
2021
Non-current assets
Non-current financial assets
28
5,135
1,643
Total non-current assets
5,135
1,643
Current assets
Other receivables
29
62
29
Cash and cash equivalents
3,352
0
Total current assets
3,414
29
Total assets
8,549
1,672
Equity and liabilities
Equity
30
Share capital
2,354
1,055
Share premium
37,057
4,233
Accumulated losses
-
4,364
-
3,556
Loss for the year
-
26,817
-
808
Total equity
8,230
924
Current liabilities
Borrowings
31
0
509
Trade and other liabilities
32
319
239
Total current liabilities
319
748
Total equity and liabilities
8,549
1,672
The accompanying notes form an integral part of these company financial statements.

Graphics
5353
Ease2pay N.V. Company financial statements 2022
Notes to the Company financial statements
26 Significant accounting policies
Ease2pay N.V. (“the Company”) is a public limited liability company
incorporated and domiciled in Rotterdam, the Netherlands (see note 1 of
the consolidated financial statements).
Basis of preparation
The company financial statements have been drawn up using the same
accounting policies applied for preparing the consolidated financial
statements, in accordance with Section 362(8), Part 9 of Book 2 of the
Dutch Civil Code. Based on Section 362(8), Part 9 of Book 2 of the Dutch
Civil Code, the consolidated financial statements have been prepared in
accordance with the International Financial Reporting Standards as
adopted by the European Union (IFRS-EU) and with Part 9 of Book 2 of the
Dutch Civil Code. These accounting principles are disclosed in the notes to
the consolidated financial statements, unless stated otherwise below.
All amounts in these explanatory notes are stated in thousands of euros
(“EUR”), unless stated otherwise.
27 Personnel and other expenses
27.1 Personnel expenses
EUR thousands
2022 2021
Wages and salaries
156 0
Social security contributions
28 0
Pensions contributions
00
18
4
0
Average number of employees
4
0
Of the total wages and salaries amounted to EUR 278 thousand was
EUR 122 thousand recharged to other group companies and for social
security contributions amounted to EUR 50 thousand of was EUR 22
thousand recharged. All employees are employed in the Netherlands. See
note 23.3 of the consolidated financial statements for the remunerations
of the Management and Supervisory Boards.
27.2 Other expenses
The Other expenses are specified hereafter.
EUR thousands 2022 2021
Advisory and consultancy expenses
1,060 295
Other expenses
169 126
Other operating expenses
1,229 421
Independent auditor remuneration
In accordance with Section 382a, Part 9 of Book 2 of the Dutch Civil Code,
the aggregate fees by the Company’s independent auditor of services in
the Netherlands, PricewaterhouseCoopers Accountants N.V., are
summarised below. These fees relate to the audit of the 2022 financial
statements, regardless of whether the work was performed during the
financial year.
EUR thousands 2022 2021
Audit of the financial statements
391 90
Other audit services
265 0
Tax services
00
Non-audit services
00
Total
65
6
90
Fees for audit services include the audit of the financial statements of the
Company and its group companies.

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Ease2pay N.V. Company financial statements 2022
5454
28 Non-current financial assets
Significant accounting policies
Investments in group companies are measured using the equity method.
The carrying amounts are based on the measurements of assets and
liabilities and profit or loss based on the accounting policies applied in the
consolidated financial statements. Group companies with a negative
equity are measured at nil, unless the Company has an obligation for
liabilities of or a receivable on the group company. In case a receivable (or
loan) is provided to the group company, the loan provided is decreased by
the negative amount of the equity value. A provision is recognised if a
liability remains for the Company.
Loans to and amounts due from or to group companies are stated initially
at fair value and subsequently at amortised cost, using the effective
interest rate, less impairments. Each group company is considered a
combination of assets and liabilities rather than an indivisible asset and,
therefore, expected credit losses are eliminated.
Changes in the year
EUR thousands
Investments
group
companies
Loans
to group
companies Total
Balance as at 1 January 2022
0 1,643 1,643
Additions
27,635 1,245 28,880
Result for the year
-25,157 -283 -25,440
Interest accrued
0 52 52
Balance as at 31 December 2022
2,478 2,657 5,135
Balance as at 1 January 2021
0 1,244 1,244
Offset group company value against loans
0 -413 -413
Interest accrued
0 36 36
Interest accrued
0 776 776
Balance as at 31 December 2021
0 1,643 1,643
The result for the year of group companies includes the impairment loss
of the group companies (as disclosed in note 11).
See note 23.2 for the Company’s group companies.
29 Other receivables
EUR thousands As at 31 December
2022
2021
Value added tax receivable
0
22
Other receivables and accruals
62
7
Total
62
29
30 Equity
30.1 Issued capital
Share capital
The authorised share capital of EUR 11.0 million (2021: EUR 2.5 million) is
divided into 110,000,000 ordinary shares with a par value of EUR 0.10
(2021: 25,000,000 ordinary shares with a par value of EUR 0.10). The
issued share capital is summarised below.
Number of ordinary shares issued and fully paid
2022
2021
Issued shares as at 1 January
10,550,208
9,239,998
Issued shares in the year
12,992,007
1,310,210
Issued shares as at 31 December
23,542,215
10,550,208
On 19 January 2022, the Group obtained control over Involtum Holding
B.V. by acquiring all of the shares of Involtum Holding B.V. and transferred
10,714,792 new issued shares of Ease2pay N.V. to the sellers (see note 4.2
consideration transferred).

Graphics
Ease2pay N.V. Company financial statements 2022
5555
On 19 January 2022, the Group successfully completed a private
placement share issuance to a group of majority shareholders. The Group
issued 2,108,344 shares of EUR 3.02 each, resulting in cash proceeds of
EUR 6,375 thousand. The emission price was based on the weighted
trade-volume average price of ordinary shares on Euronext Amsterdam
over a period of 90 days before the Groups’ press release on
29 November 2021.
On 19 January 2022, the Group converted its liability of its credit facility of
EUR 509 thousand including accrued interest into 168,871 shares of
EUR 3.02 each.
The Group incurred cost for the share issuance amounting to EUR 396
thousand in the year under review.
Share premium
Share premium is the excess of the amount received by the Company over
and above the nominal value of its shares issued. Incremental costs
directly attributable to the issue of new shares are shown in shareholders’
equity as a deduction, net of tax, from the proceeds and are presented in
share premium.
30.2 Accumulated deficits
Accumulated deficits are related to past net losses allocated to
shareholder’s equity.
30.3 Changes in the year
2022
1 January
Issuance
of capital
Loss ap-
propriation
Loss for
the year
31
December
EUR thousands
Share capital
1,055
1,299
0
0
2,354
Share premium
4,233 32,824 0 0 37,057
Accumulated deficits
-3,556 0 -808 0 -4,364
Result for the year
-808 0 808 -26,817 -26,817
924 34,123 0 -26,817 8,230
2021
1 January
Issuance
of capital
Loss ap
-
propriation
Loss for
the year
31
DecemberEUR thousands
Share capital
924 131
0
0 1,055
Share premium
3,093 1,140
0
0 4,233
Accumulated deficits
-2,816 0 -
740
0 -3,556
Result for the year
-740 0
740
-808 -808
461
1,271
0
-
808
924
30.4 Loss allocation
The loss for the year amount to EUR 26,817 thousand, will be deducted
from the retained earnings.
31 Borrowings
EUR thousands
2022
2021
Balance as at 1 January
509
677
Amounts repaid
0
-678
Amounts drawn
0
500
Borrowings converted into equity (see note 17.1)
-
509
0
Interest accrual
0
10
Balance as at 31 December
0
509
Current borrowings as at 31 December
0
509

Graphics
Ease2pay N.V. Company financial statements 2022
5656
On 18 December 2019, The Internet of Cars V.O.F. provided a credit
facility with a notional value of EUR 650 thousand (excluding accrued
interest). The interest rate of the facility was 5.0% per year. This facility
originated when the Group agreed to merge its existing credit facilities
with the lender to one facility with a total nominal amount of EUR 650
thousand (excluding accruing interest).
In January 2021, the Group repaid the outstanding amount of EUR 678
thousand. On 29 April 2021, the Group agreed to extend this credit facility
to 30 June 2022, on this date the facility terminated. In June 2021, the
Group drawn EUR 500 thousand on this facility.
On 19 January 2022, the Group converted its liability of this credit facility
of EUR 509 thousand including accrued interest into equity (see note
30.1).
32 Trade and other liabilities
EUR thousands As at 31 December
2022 2021
Trade payables
0 87
Other liabilities and accruals
319 152
Other liabilities
319 239
33 Contingencies
Fiscal unities
The Company is head of the Dutch fiscal unities for corporate income and
value added tax. The Company is therefore liable for the tax obligations of
the Dutch fiscal unities.
Short-term leases
See note 21.1 of the consolidated financial statements.
34 Financial risk management
General
Inherent to the use of financial instruments, the Company is exposed to
credit risks, liquidity risks and market risks. The notes to the consolidated
financial statements provide information on the Group’s exposure to each
of these risks, its objectives, principles and procedures for managing and
measuring these risks, as well as Group capital management. These risks,
objectives, principles and procedures for managing and measuring these
risks as well as capital management apply mutatis mutandis to these
company financial statements (see notes 17.3 and 22 of the consolidated
financial statements).
Fair value
The carrying amounts of the financial instruments in the Company
balance sheet, including receivables, cash and cash equivalents,
borrowings and current liabilities, are reasonable approximations of the
fair values of these instruments.
35 Related parties
Related parties of the Group are its key management and its majority
shareholder (see note 23 of the consolidated financial statements).
Besides the transactions with related parties disclosed in the consolidated
financial statements, the Company has issued loans to its group
companies.
EUR thousands
Transactions Balances
2022 2021 2022 2021
Loans to group companies
Amounts drawn
1,245 776 2,657 1,643
Interest accrued
52 36 0 0
\

Graphics
Ease2pay N.V. Company financial statements 2022
5757
36 Events after balance sheet date
See note 25 of the consolidated financial statements.
Rotterdam, 26 October 2023,
Management Board,
Jan H.L. Borghuis
Gijs J. van Lookeren Campagne
Supervisory Board,
Manuela N.D. Melis
Marijke A.J. Terpstra
Heini C.A.M. Withagen
Tom M. de Witte

Graphics
Ease2pay N.V. Other information
58
Other information
Articles of association provisions governing the appropriation of profit
Article 31 of the articles of association states the following in respect of
dividends and reserves:
1. Distribution of the profit may only take place after adoption of the
financial statements showing that the company's equity is more than
the amount of the paid-up and called-up part of the capital increased
by the reserves that must be maintained pursuant to the law.
2. The part of the profit - the positive balance of the profit and loss
account - realised in the financial year last passed to be reserved is
determined by the management board subject to the approval of the
supervisory board.
3. The part of the profit remaining after the reservation is at the disposal
of the general meeting for distribution to the holders of shares,
proportionally to the shares they hold.
4. Subject to previous approval by the supervisory board, already prior
to the adoption of the financial statements of any financial year the
management board may resolve to distribute the dividend to be
expected at the account of the financial year concerned in the form of
one or more interim dividends, provided an interim statement of
assets and liabilities as referred to in Article 2:105 paragraph 4DCC
signed by the management board shows that the requirement
regarding the status of the capital in paragraph 1 of this article has
been satisfied.
5. No profit is distributed on shares in its capital held by the company
unless a right of usufruct has been established on those shares or
depositary receipts thereof have been issued with the company's
cooperation. In calculating the division of the profit, the shares in its
capital held by the company and on which no profit may be
distributed are not counted.
6. A general dividend reserve will be maintained for all shares.
Article 32 of the articles of association states the following in respect of
distributions in the form of shares and distributions charged against the
reserves:
1. The general meeting may resolve, based on a proposal from the
management board that has been approved by the supervisory board,
that a dividend on shares will take place in full or in part not in cash
but in shares in the company.
2. The general meeting may resolve, based on a proposal of the
management board that has been approved by the supervisory board,
to distribute to the holders of shares at the expense of the share
premium and freely distributable reserves. These distributions may
also be made in full or in part not in cash but in shares in the
company.

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Ease2pay N.V. - NLE00019343.1.1
59
I
ndependent auditor’s report
Finan cial S tat eme nts
31 Dec emb er 2 022
1 Jan uary 202 2
Ease2pa y N .V.
Contr ole
Goedk eur end
NLE0001 934 3.1X X X
Creat e SB R E xtensi o n
1.0
Am
sterda
To: the general meeting and the supervisory board of Ease2pay N.V.
Report on the financial statements 2022
Our opinion
In our opinion:
x the consolidated financial statements of Ease2pay N.V. together with
its subsidiaries (‘the Group’) give a true and fair view of the financial
position of the Group as at 31 December 2022 and of its result and cash
flows for the year then ended in accordance with International
Financial Reporting Standards as adopted by the European Union
(‘EU-IFRS’) and with Part 9 of Book 2 of the Dutch Civil Code;
x the company financial statements of Ease2pay N.V. (‘the Company’)
give a true and fair view of the financial position of the Company as at
31 December 2022 and of its result for the year then ended in
accordance with Part 9 of Book 2 of the Dutch Civil Code.
What we have audited
We have audited the accompanying financial statements 2022 of Ease2pay
N.V., Rotterdam. The financial statements comprise the consolidated
financial statements of the Group and the company financial statements.
The consolidated financial statements comprise:
x the consolidated statement of financial position as at
31 December 2022;
x the following statements for 2022: the consolidated statement of profit
or loss, the consolidated statements of other comprehensive income,
changes in equity and cash flows; and
x the notes, comprising a summary of the significant accounting policies
and other explanatory information.
The company financial statements comprise:
x the company statement of financial position as at 31 December 2022;
x the company statement of profit or loss for the year then ended; and
x the notes, comprising a summary of the accounting policies applied
and other explanatory information.
The financial reporting framework applied in the preparation of the
financial statements is EU-IFRS and the relevant provisions of Part 9 of
Book 2 of the Dutch Civil Code for the consolidated financial statements
and Part 9 of Book 2 of the Dutch Civil Code for the company financial
statements.
PricewaterhouseCoopers Accountants N.V., Thomas R. Malthusstraat 5, 1066 JR
Amsterdam, P.O. Box 90357, 1006 BJ Amsterdam, the Netherlands
T: +31 (0) 88 792 00 20, F: +31 (0) 88 792 96 40, www.pwc.nl
‘PwC’ is the brand under which PricewaterhouseCoopers Accountants N.V. (Chamber of Commerce 34180285), PricewaterhouseCoopers
Belastingadviseurs N.V. (Chamber of Commerce 34180284), PricewaterhouseCoopers Advisory N.V. (Chamber of Commerce 34180287),
PricewaterhouseCoopers Compliance Services B.V. (Chamber of Commerce 51414406), PricewaterhouseCoopers Pensions, Actuarial &
Insurance Services B.V. (Chamber of Commerce 54226368), PricewaterhouseCoopers B.V. (Chamber of Commerce 34180289) and other
companies operate and provide services. These services are governed by General Terms and Conditions (‘algemene voorwaarden’), which
include provisions regarding our liability. Purchases by these companies are governed by General Terms and Conditions of Purchase
(‘algemene inkoopvoorwaarden’). At www.pwc.nl more detailed information on these companies is available, including these General Terms
and Conditions and the General Terms and Conditions of Purchase, which have also been filed at the Amsterdam Chamber of Commerce.

Graphics
Ease2pay N.V. - NLE00019343.1.1
60
The basis for our opinion
We conducted our audit in accordance with Dutch law, including the Dutch
Standards on Auditing. We have further described our responsibilities
under those standards in the section ‘Our responsibilities for the audit of
the financial statements’ 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 are independent of Ease2pay N.V. in accordance with the European
Union Regulation on specific requirements regarding statutory audit of
public-interest entities, the ‘Wet toezicht accountantsorganisaties’ (Wta,
Audit firms supervision act), the ‘Verordening inzake de onafhankelijkheid
van accountants bij assuranceopdrachten’ (ViO, Code of Ethics for
Professional Accountants, a regulation with respect to independence) and
other relevant independence regulations in the Netherlands. Furthermore,
we have complied with the ‘Verordening gedrags- en beroepsregels
accountants’ (VGBA, Dutch Code of Ethics).
Our audit approach
We designed our audit procedures with respect to the key audit matters,
fraud and going concern, and the matters resulting from that, in the
context of our audit of the financial statements as a whole and in forming
our opinion thereon. The information in support of our opinion, such as
our findings and observations related to individual key audit matters, the
audit approach fraud risk and the audit approach going concern was
addressed in this context, and we do not provide a separate opinion or
conclusion on these matters.
Overview and context
The financial year 2022 was significantly impacted by Ease2pay’s
acquisition of Involtum Holding B.V. (hereafter ‘Involtum’). As a result of
the acquisition, Ease2pay’s service offering has been expanded from being
a payment service provider in parking and fuelling to also providing a self-
service platform for charging facilities.
Given the size of Ease2pay N.V. compared to Involtum and the nature of
the business activities and processes and the administrative organisation,
this acquisition has resulted in a substantial change and expansion of the
overall business operations of Ease2pay. For example, (new) business
propositions, new revenue streams and an increased number of employees.
In addition, the overall scale of the entire company increased, including,
for example, international transaction flows and new (business) customers.
Ease2pay management has shaped the (administrative) integration by
integrating the accounting systems and processes of both companies,
including where relevant adjusting associated measures of administrative
organisation such as for example authorisation matrices and security of
and access to IT systems.
Aligning and adapting the Involtum administrative processes and systems
to the Ease2pay environment and ensuring robustness of the overall
organisation proved to be a time-consuming process and has taken
management considerably longer than originally anticipated. This,
together with managerial changes in the Board in December 2022 resulted
in a delay in publishing the 2022 financial statements.
The acquisition impacted the financial year 2022 both in terms of balance
sheet size as well as profit and loss composition. This affected the
determination of materiality, the scope of our group audit and our audit
procedures as described in the sections ‘Materiality’, ‘The scope of our
audit’, and ‘Key audit matters’.
The Group is comprised of several components. For a consideration of our
group audit scope and approach please refer to the section ‘The scope of

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our group audit’. We paid specific attention to the areas of focus driven by
the operations of the Group, as set out below.
As part of designing our audit, we determined materiality and assessed the
risks of material misstatement in the financial statements. In particular, we
considered where the management board made important judgements, for
example, in respect of significant accounting estimates that involved
making assumptions and considering future events that are inherently
uncertain. In these considerations, we paid attention to, amongst others,
the assumptions underlying the physical and transition risk related to
climate change. In note 3 ‘Significant accounting judgements and
estimates’ of the financial statements, the Company describes the areas of
judgement in applying accounting policies, and the key sources of
estimation uncertainty. Given the significant estimation uncertainty and
the related higher inherent risks of material misstatement in the valuation
of goodwill and valuation of the platform technology, we considered these
matters as key audit matters as set out in the section ‘Key audit matters’ of
this report. Furthermore, and similar to prior year, we identified the
insufficient level of segregation of duties as key audit matter.
Other areas of focus, that were not considered as key audit matters, were
measurement of assets and liabilities acquired in a business combination
and the audit of the revenue streams. Furthermore, during 2022, we have
performed a penetration test on the IT platforms for which no material
exceptions have been noted which could possible impact the going concern
assertion of Ease2pay.
Ease2pay N.V. assessed the possible effects of climate on its financial
position, refer to section ‘ESG’ in the Report of the management board. We
discussed Ease2pay N.V.’s assessment and governance thereof with the
management board and evaluated the potential impact on the financial
position including underlying assumptions and estimates. The expected
effects of climate change are not considered a key audit matter.
We ensured that the audit team included the appropriate skills and
competences which are needed for the audit. In that light we have also
involved tax and valuations specialists in our team. Our tax specialists were
primarily involved for the indirect tax positions and our valuations
specialists assisted on the goodwill impairment testing.
The outline of our audit approach was as follows:
Materiality
x Overall materiality: €91,600.
Audit scope
x The audit work is conducted by the group
team based in the Netherlands.
x All activities of the group are included as
part of our audit scope.
x Audit coverage: 100% of consolidated
revenue, 100% of consolidated total assets
and 100% of consolidated profit before tax.
Key audit matters
x 1. Valuation of goodwill
x 2. Valuation of the platform technology
x 3. Insufficient level of segregation of duties
Materiality
The scope of our audit was influenced by the application of materiality,
which is further explained in the section ‘Our responsibilities for the audit
of the financial statements’.
Based on our professional judgement we determined certain quantitative
thresholds for materiality, including the overall materiality for the financial
statements as a whole as set out in the table below. These, together with

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qualitative considerations, helped us to determine the nature, timing and
extent of our audit procedures on the individual financial statement line
items and disclosures and to evaluate the effect of identified
misstatements, both individually and in aggregate, on the financial
statements as a whole and on our opinion.
Overall group
materiality
€91,600 (2021: €21,900).
Basis for
determining
materiality
We used our professional judgement to determine overall
materiality. As a basis for our judgement, we used 1% of total
assets (excluding goodwill).
Rationale for
benchmark
applied
We used total assets (excluding goodwill) as the primary
benchmark, a generally accepted auditing practice, based on
our analysis of the common information needs of the users
of the financial statements. On this basis, we believe that
total assets (excluding goodwill) is the most relevant metric
for the (financial) performance of the Company.
Component
materiality
No component materiality is applicable, as all activities of
the group have been audited based on the overall
materiality.
We also take misstatements and/or possible misstatements into account
that, in our judgement, are material for qualitative reasons.
We agreed with the supervisory board that we would report to them any
misstatement identified during our audit above €9,160 (2021: €1,095) as
well as misstatements below that amount that, in our view, warranted
reporting for qualitative reasons.
The scope of our group audit
Ease2pay N.V. is the parent company of a group of entities. The financial
information of this group is included in the consolidated financial
statements of Ease2pay N.V.
We tailored the scope of our audit to ensure that we, in aggregate, provide
sufficient coverage of the financial statements for us to be able to give an
opinion on the financial statements as a whole, taking into account the
management structure of the Group, the nature of operations of its
components, the accounting processes and controls, and the markets in
which the components of the Group operate. In establishing the overall
group audit strategy and plan, we determined the type of work required to
be performed by the group engagement team. At all components (Ease2pay
N.V., Ease2pay B.V., Ease2platform B.V., Stichting Beheer Derdengelden
Ease2pay, Involtum Holding B.V., Yoreon B.V., Nomad Power B.V. and
Involtum Services B.V.), the audit procedures are performed on the full set
of financial information because these components are individually
significant. All audit work has been performed by the group engagement
team.
In total, in performing these procedures, we achieved the following
coverage on the financial line items:
Revenue 100%
Total assets 100%
Profit before tax 100%
The group engagement team performed the audit work on the group
consolidation, financial statements disclosures and a number of more
complex items at the head office.
By performing the procedures outlined above, we have been able to obtain
sufficient and appropriate audit evidence on the Group’s financial
information, to provide a basis for our opinion on the financial statements.
Audit approach fraud risks
We identified and assessed the risks of material misstatements of the
financial statements due to fraud. During our audit we obtained an
understanding of Ease2pay N.V. and its environment and the components
of the internal control system. This included the management board’s risk

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assessment process, the management board’s process for responding to the
risks of fraud and monitoring the internal control system and how the
supervisory board exercised oversight, as well as the outcomes. We refer to
section ‘fraud risk’ of the report of the management board for
management’s reflection on their fraud risk and section ‘Meetings of the
Supervisory Board’ of the report of the supervisory board in which the
supervisory board reflects that fraud is a main topic they discuss. We note
that the management board has not formalised its fraud risk assessment.
Management did perform an (informal) fraud scenario analysis in order to
obtain insight in fraud risks and mitigating measures.
We evaluated the design and relevant aspects of the internal control system
with respect to the risks of material misstatements due to fraud and in
particular the fraud risk assessment, as well as the code of conduct and
whistle-blower procedures. We evaluated the design and the
implementation of internal controls designed to mitigate fraud risks. We
note that the Group has an insufficient level of segregation of duties (see
key audit matter 3) which also inherently leads to a potential fraud risk.
We asked members of the management board and the supervisory board
whether they are aware of any actual or suspected fraud. This did not result
in signals of actual or suspected fraud that may lead to a material
misstatement.
As part of our process of identifying fraud risks, we evaluated, in close co-
operation with our forensic specialists, fraud risk factors with respect to
financial reporting fraud, misappropriation of assets and bribery and
corruption. We evaluated whether these factors indicate that a risk of
material misstatement due to fraud is present.
We identified the following fraud risks and performed the following
specific procedures:
]
Identified fraud risks Our audit work and observations
The risk of management override of
controls
Management is in a unique position
to perpetrate fraud because of
management’s ability to manipulate
accounting records and prepare
fraudulent financial statements by
overriding controls that otherwise
appear to be operating effectively.
That is why, in all our audits, we pay
attention to the risk of management
override of controls in:
x The appropriateness of journal
entries and other adjustments
made in the preparation of the
financial statements.
x Estimates.
x Significant transactions, if any,
outside the normal course of
business for the entity.
We evaluated the design and
implementation of the internal control
measures in the processes of generating and
processing journal entries and making
estimates.
We also paid specific attention to the access
safeguards in the IT system. We performed
journal entry testing procedures on several
criteria such as for example: unexpected
account combinations, unusual words and
unexpected users. In addition, we also
tested manual consolidation adjustments.
With regard to management’s accounting
estimates, we evaluated key estimates and
judgements for bias, including retrospective
reviews of prior year’s estimates. We
performed substantive audit procedures for
the estimates in goodwill and platform
technology impairment testing. Please refer
to key audit matters, sections ‘Valuation of
goodwill’ and ‘Valuation of the platform
technology’.
In addition we performed substantive audit
procedures over outgoing bank payments
and evaluated whether other payments were
made to related parties, aside from the
renumeration to the management board
and supervisory board, as included in note
23 ‘Related party transactions’ of the
financial statements.
Our audit procedures did not lead to
specific indication of fraud or suspicions of
fraud with respect to management override
of controls.

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The risk of fraud in revenue
recognition
As part of our risk assessment and
based on a presumption that there
are risks of fraud in revenue
recognition, we evaluated which
types of revenue give rise to a
significant risk of fraud in revenue
recognition.
As part of their long-term strategy,
management focuses on growth in
turnover and results. This could
lead to pressure on management to
overstate revenue by recognising
revenue too early or recording
fictitious turnover.
We therefore consider
existence/occurrence, completeness
and cut-off as assertions relevant
for the risk of fraud in revenue
recognition.
We evaluated the design and
implementation of the internal control
measures in the processes related to
revenue reporting.
We performed external confirmation
procedures over the revenue recorded.
We also tested, on a sample basis, revenue
transactions based on documents such as
sales agreements, delivery documents, sales
invoices, cash receipts etc.
In addition, we performed specific audit
procedures at the end of the year related to
cut-off procedures. In addition, we
performed audit procedures to determine
whether credit invoices were registered in
the correct financial year.
Finally, we performed journal entry testing
procedures using different risk-based
selection criteria.
Our audit procedures did not lead to
specific indications of fraud or suspicions of
fraud with respect to the
existence/occurrence, completeness and
cut-off of the revenue recognition.
[]
We incorporated an element of unpredictability in our audit. During the
audit, we remained alert to indications of fraud. We also considered the
outcome of our other audit procedures and evaluated whether any findings
were indicative of fraud. Whenever we identify any indications of fraud, we
re-evaluate our fraud risk assessment and its impact on our audit
procedures.
Audit approach going concern
As disclosed in the ‘Going concern’ sections of the report of the
management board and the ‘2.2 Basis of preparation’. The management
board performed their assessment of the entity’s ability to continue as a
going concern for at least 12 months from the date of preparation of the
financial statements and has not identified events or conditions that may
cast significant doubt on the entity’s ability to continue as a going concern
(hereafter: going concern risks). Our procedures to evaluate the
management board’s going concern assessment included, amongst others:
x considering whether the management board identified events or
conditions that may cast significant doubt on the entity’s ability to
continue as a going concern;
x considering whether the management board’s going concern
assessment includes all relevant information of which we are aware as
a result of our audit and inquiring with the management board
regarding the management board’s most important assumptions
underlying its going concern assessment;
x evaluating the management board’s current budget including cash
flows for at least 12 months from the date of preparation of the
financial statements taken into account current developments in the
industry and all relevant information of which we are aware as a result
of our audit; and
x performing inquiries of the management board as to its knowledge of
going concern risks beyond the period of the management board’s
assessment.
We concluded that the management board’s use of the going concern basis
of accounting is appropriate, and based on the audit evidence obtained,
that no material uncertainty exists related to events or conditions that may
cast significant doubt on the entity’s ability to continue as a going concern.
Key audit matters
Key audit matters are those matters that, in our professional judgement,
were of most significance in the audit of the financial statements. We have

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communicated the key audit matters to the supervisory board. The key
audit matters are not a comprehensive reflection of all matters identified
by our audit and that we discussed. In this section, we described the key
audit matters and included a summary of the audit procedures we
performed on those matters.
In current year, we added one additional key audit matter compared to
prior year, the valuation of goodwill. This due to the significant amount of
goodwill generated with the acquisition of Involtum Holding B.V.
K
e
y
audit matte
r
Our audit work and observations
1. Valuation of goodwill
N
ote '11 Goodwill' o
f the financial
statements
Ease2Pa
y
mana
g
ement has concluded in
Q2 2023, after strategic changes in the
b
usiness o
p
erations of Nomad Power in
particular, that the Involtum
acquisition-related goodwill is impaired,
which has resulted in a total impairment
of EUR 23,766 thousand (or 95% of the
total) with a remainder goodwill on the
b
alance sheet of EUR 1,213 thousand.
Management was assisted in their
impairment assessment by external
specialists.
We focused on the valuation of goodwill,
due to the size of the goodwill balance
(EUR 24,984 thousand as at 30 June
2022) and because managements’
assessment of the ‘value in use’ of the
Group’s Cash Generatin
g
Units (‘CGU’s’)
included internal and external
assumptions that are inherently
We evaluated management’s cash flow
forecasts. In particular, we focused on
whether they had identified all the
relevant CGUs.
We assessed the consistency of the
assumptions in the forecast with the
Company’s plans, historical
p
erformance
and relevant industry outlooks for the
period covered in the plans and made
sure management made use of the most
recent and appropriate outlooks. We
tested the mathematical accuracy of the
forecast.
We compared the 2023 actual results to
date with the FY23 forecasted figures
included to consider whether any
forecasts included assumptions that,
with hindsight, had been too optimistic.
None with a material impact were noted.
K
e
y
audit matte
r
Our audit work and observations
subjective which represents significant
estimates. Those estimates required the
use of valuation models, input data and
assumptions by management,
particularly with respect to the
(development of) future results of the
b
usiness and the discount rates a
pp
lied
to the forecasted cash flows. Any change
in these assumptions, based on their
sensitivity could have a significant effect
on the financial statements. Given the
complexity and the inherent subjectivity
particularly related to the significant
assumptions and the resulting
significant estimation uncertainty, there
is an inherent risk of overstatement of
goodwill. Therefore, we considered this
area as a key audit matter for our audit.
For all CGUs, with the help of our
specialists, we challenged management’s
assumptions in forecasts for:
x long term growth rates, by
comparing them to available and
most recent economic and industry
forecasts and verified that these
were appropriate to use for the
relevant CGU’s; and
x the discount rate, by assessing the
cost of capital for the company and
comparable organisations within
the industry, as well as considering
territory and CGU specific factors.
We challenged management on the
adequacy of their sensitivity calculations
over all their CGUs. We determined that
the calculations were most sensitive to
assumptions for revenue growth rates
and discount rates.
We assessed the Company’s disclosures
in the financial statements related to
goodwill and impairment assessment
and found them to be appropriate giving
sufficient insight to the separate CGU’s,
the significant assumptions and their
sensitivities.
Our audit procedures did not indicate
material findings with respect to the
impairment of the goodwill and its
resulting valuation as at year-end.

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K
e
y
audit matte
r
Our audit work and observations
2. Valuation of the platform
technology
N
ote ‘12 Intan
g
ible assets’ o
f
the
f
inancial statements
Ease2pay N.V. has business activities
that de
p
end on o
p
erational
p
latforms. In
the 2022 financial statements, the
platforms are valued as part of the
intangible fixed assets. The total
carrying amount of those intangible
assets per year end 2022 is €2,871
thousand (2021: €1,359 thousand). This
includes acquired Involtum platform
technology for an amount of €1,630
thousand.
The pre-acquisition Ease2pay IT
platform consists of self-developed
assets for the Ease2pay activities and in
the past acquired MyOrder and M0notch
activities.
Due to the Group being loss-making,
mana
g
ement conducted an anal
y
sis as of
31 December 2022, to determine
w
hether an im
p
airment of the intan
g
ible
assets is applicable. Based on the
outcome of the ex
p
ected future cashflow,
Ease2pay concluded that the realisable
value of the platform is higher than the
carrying amount and no impairment is
applicable.
Given the significant estimation
uncertainty and the related higher
inherent risks of material misstatement
in the valuation of the platform
technology, there is an inherent risk of
We evaluated management’s cash flow
forecasts.
We also assessed the consistency of the
assumptions in the forecast with the
Com
p
an
y
’s
p
lans, historical
p
erformance
and relevant industry outlooks for the
period covered in the plans and made
sure management made use of the most
recent and appropriate outlooks. We
tested the mathematical accuracy of the
forecast.
In addition, we compared the 2023
actual results to date with the FY23
forecasted figures included to consider
whether any forecasts included
assumptions that, with hindsight, had
b
een too o
p
timistic. None with a
material impact were noted.
With the help of our specialists, we
challenged management’s assumptions
in forecasts for the discount rate, by
assessing the cost of capital for the
company and comparable organisations
within the industry, as well as
considering territory and CGU specific
factors.
We challenged management on the
adequacy of their sensitivity calculation.
We determined that the calculations
K
e
y
audit matte
r
Our audit work and observations
overstatement. Therefore, we considered
this area as a key audit matter for our
audit.
were most sensitive to the discount rate
assumption.
We evaluated whether development
costs incurred meet the criteria for
capitalising and agree with
management’s conclusion not to
capitalise these costs.
Finally, we determined that the IT
platform is active as of 31 December
2022 and as of the date of this report.
Our audit procedures did not indicate
material findings with respect to the
valuation of the IT platform.
3
. Insufficient level of segregation
of duties
Ease2pay has a limited number of
employees. Implicit to the size of the
organisation a relatively high number of
people have extensive rights in the IT
environment relevant to the financial
administration includin
g

p
a
y
ment ri
g
hts
in the banking application. Compared to
2021 and following the acquisition of
Involtum the average number of
employees increased. Despite this,
further formalisation of processes and
procedures needs to be established.
The desired level of se
g
re
g
ation of duties
is not yet implemented by Ease2pay.
This results in an increased risk relating
to misappropriation of assets of the
Group. Given the nature of the risk and
the impact on our audit approach, we
identified this as a key audit matter.
We evaluated the design and
implementation of internal control
measures and through these procedures
noted there was an insufficient level of
segregation of duties.
Due to this matter we have designed an
audit that is largely substantive in
nature:
x we have tested a sample of outgoing
bank payments and reconciled the
payments with underlying invoices,
in which the correctness of the bank
account number has been evaluated
as well as the business rationale of
the respective purchase;
x we have determined that no
payments have been made to
related parties, except for the
payments related to remuneration
of the management board and
supervisory board as included in

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Key audit matter
Our audit work and observations
note 23 ‘Related party transactions
’
of the financial statements. We have
evaluated this by obtaining
information from the Chamber of
Commerce related to all related
parties and compared these with the
names included in the vendor
master file.
No reportable exceptions have been
noted.
Report on the other information included in
the annual report
The annual report contains other information. This includes all
information in the annual report in addition to the financial statements
and our auditor’s report thereon.
Based on the procedures performed as set out below, we conclude that the
other information:
is consistent with the financial statements and does not contain
material misstatements; and
contains all the information regarding the directors’ report and the
other information that is required by Part 9 of Book 2 and regarding
the remuneration report required by the sections 2:135b and 2:145
subsection 2 of the Dutch Civil Code.
We have read the other information. Based on our knowledge and the
understanding obtained in our audit of the financial statements or
otherwise, we have considered whether the other information contains
material misstatements.
By performing our procedures, we comply with the requirements of Part 9
of Book 2 and section 2:135b subsection 7 of the Dutch Civil Code and the
Dutch Standard 720. The scope of such procedures was substantially less
than the scope of those procedures performed in our audit of the financial
statements.
The management board is responsible for the preparation of the other
information, including the directors’ report and the other information in
accordance with Part 9 of Book 2 of the Dutch Civil Code. The management
board and the supervisory board are responsible for ensuring that the
remuneration report is drawn up and published in accordance with
sections 2:135b and 2:145 subsection 2 of the Dutch Civil Code.
Report on other legal and regulatory
requirements and ESEF
Our appointment
We were appointed as auditors of Ease2pay N.V. (as of that date
DOCDATA N.V.) on 12 May 2015 by the supervisory board. This followed
the passing of a resolution by the shareholders at the annual general
meeting held on 12 May 2015. Our appointment has been renewed
annually by shareholders and now represents a total period of
uninterrupted engagement of eight years.
European Single Electronic Format (ESEF)
Ease2pay N.V. has prepared the annual report in ESEF. The requirements
for this are set out in the Delegated Regulation (EU) 2019/815 with regard
to regulatory technical standards on the specification of a single electronic
reporting format (hereinafter: the RTS on ESEF).
In our opinion, the annual report prepared in XHTML format, including
the (partially) marked-up consolidated financial statements, as included in
the reporting package by Ease2pay N.V., complies in all material respects
with the RTS on ESEF.

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The management board is responsible for preparing the annual report,
including the financial statements in accordance with the RTS on ESEF,
whereby the management board combines the various components into a
single reporting package.
Our responsibility is to obtain reasonable assurance for our opinion
whether the annual report in this reporting package complies with the RTS
on ESEF.
We performed our examination in accordance with Dutch law, including
Dutch Standard 3950N ‘Assuranceopdrachten inzake het voldoen aan de
criteria voor het opstellen van een digitaal verantwoordingsdocument’
(assurance engagements relating to compliance with criteria for digital
reporting).
Our examination included amongst others:
Obtaining an understanding of the entity’s financial reporting process,
including the preparation of the reporting package.
Identifying and assessing the risks that the annual report does not
comply in all material respects with the RTS on ESEF and designing
and performing further assurance procedures responsive to those risks
to provide a basis for our opinion, including:
o obtaining the reporting package and performing validations to
determine whether the reporting package containing the Inline
XBRL instance document and the XBRL extension taxonomy
files have been prepared in accordance with the technical
specifications as included in the RTS on ESEF;
o examining the information related to the consolidated
financial statements in the reporting package to determine
whether all required mark-ups have been applied and whether
these are in accordance with the RTS on ESEF.
No prohibited non-audit services
To the best of our knowledge and belief, we have not provided prohibited
non-audit services as referred to in article 5(1) of the European Regulation
on specific requirements regarding statutory audit of public-interest
entities.
Services rendered
The services, in addition to the audit, that we have provided to the
Company or its controlled entities, for the period to which our statutory
audit relates, are disclosed in note 27.2 ‘Other expenses – Auditor
remuneration’ to the financial statements.
Responsibilities for the financial statements
and the audit
Responsibilities of the management board and the
supervisory board for the financial statements
The management board is responsible for:
the preparation and fair presentation of the financial statements in
accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil
Code; and for
such internal control as the management board determines is
necessary to enable the preparation of the financial statements that
are free from material misstatement, whether due to fraud or
error.
As part of the preparation of the financial statements, the management
board is responsible for assessing the Company’s ability to continue as a
going concern. Based on the financial reporting frameworks mentioned,
the management board should prepare the financial statements using the
going concern basis of accounting unless the management board either
intends to liquidate the Company or to cease operations or has no realistic
alternative but to do so. The management board should disclose in the
financial statements any event and circumstances that may cast significant
doubt on the Company’s ability to continue as a going concern.

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The supervisory board is responsible for overseeing the Company’s
financial reporting process.
Our responsibilities for the audit of the financial
statements
Our responsibility is to plan and perform an audit engagement in a manner
that allows us to obtain sufficient and appropriate audit evidence to
provide a basis for our opinion. Our objectives are to obtain reasonable
assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error and to issue an
auditor’s report that includes our opinion. Reasonable assurance is a high
but not absolute level of assurance, which makes it possible that we may
not detect all material misstatements. Misstatements may arise due to
fraud or error. They are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of the financial statements.
Materiality affects the nature, timing and extent of our audit procedures
and the evaluation of the effect of identified misstatements on our opinion.
A more detailed description of our responsibilities is set out in the
appendix to our report.
Amsterdam, 26 October 2023
PricewaterhouseCoopers Accountants N.V.
Original signed by C.C.J. Segers RA
Appendix to our auditor’s report on the
financial statements 2022 of Ease2pay N.V.
In addition to what is included in our auditor’s report, we have further set
out in this appendix our responsibilities for the audit of the financial
statements and explained what an audit involves.
The auditor’s responsibilities for the audit of the
financial statements
We have exercised professional judgement and have maintained
professional scepticism throughout the audit in accordance with Dutch
Standards on Auditing, ethical requirements and independence
requirements. Our audit consisted, among other things of the following:
Identifying and assessing the risks of material misstatement of the
financial statements, whether due to fraud or error, designing and
performing audit procedures responsive to those risks, and obtaining
audit evidence that is sufficient and appropriate to provide a basis for
our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as
fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the intentional override of internal control.
Obtaining an understanding of internal control relevant to the audit in
order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control.
Evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates and related disclosures made
by the management board.
Concluding on the appropriateness of the management board’s use of
the going concern basis of accounting, and based on the audit evidence
obtained, concluding whether a material uncertainty exists related to
events and/or conditions that may cast significant doubt on the

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Company’s ability to continue as a going concern. If we conclude that a
material uncertainty exists, we are required to draw attention in our
auditor’s report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on the audit evidence obtained up to the date of
our auditor’s report and are made in the context of our opinion on the
financial statements as a whole. However, future events or conditions
may cause the Company to cease to continue as a going concern.
Evaluating the overall presentation, structure and content of the
financial statements, including the disclosures, and evaluating whether
the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
Considering our ultimate responsibility for the opinion on the consolidated
financial statements, we are responsible for the direction, supervision and
performance of the group audit. In this context, we have determined the
nature and extent of the audit procedures for components of the Group to
ensure that we performed enough work to be able to give an opinion on the
financial statements as a whole. Determining factors are the geographic
structure of the Group, the significance and/or risk profile of group entities
or activities, the accounting processes and controls, and the industry in
which the Group operates. On this basis, we selected group entities for
which an audit or review of financial information or specific balances was
considered necessary.
We communicate with the supervisory board regarding, among other
matters, the planned scope and timing of the audit and significant audit
findings, including any significant deficiencies in internal control that we
identify during our audit. In this respect, we also issue an additional report
to the supervisory board in accordance with article 11 of the EU Regulation
on specific requirements regarding statutory audit of public-interest
entities. The information included in this additional report is consistent
with our audit opinion in this auditor’s report.
We provide the supervisory board with a statement that we have complied
with relevant ethical requirements regarding independence, and to
communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable,
related actions taken to eliminate threats or safeguards applied.
From the matters communicated with the supervisory board, we determine
those matters that were of most significance in the audit of the financial
statements of the current period and are therefore the key audit matters.
We describe these matters in our auditor’s report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare
circumstances, not communicating the matter is in the public interest.

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Ease2pay N.V.
Burgermeester Oudlaan 50
3062 PA Rotterdam, The Netherlands
Website Ease2pay: www.ease2pay.nl
Corporate website: https://investor.ease2pay.eu/
E-mail: corporate@ease2paynv.com
Dutch Commercial Register under number 16081306