724500G36285VC273D97-2025-12-31-1-en.xhtml

Ease2pay N.V.

Contents

Ease2pay N.V.’s listing 3

Membership of the Management Board and the Supervisory Board 4

Report of the Management Board 6

Strategy 6

People 9

Developments in the year 10

Outlook 19

Report of the Supervisory Board 20

Financial statements 2025 24

Consolidated financial statements 2025 24

Consolidated statement of profit or loss and other comprehensive income 24

Consolidated statement of financial position 25

Consolidated statement of cash flows 26

Consolidated statement of changes in equity 27

Notes to the consolidated financial statements 28

Company financial statements 2025 46

Company statement of profit or loss 46

Company statement of financial position 46

Notes to the Company financial statements 47

Other information 51

Remuneration report Sections 2:135b and 2:145 sub-section 2 of the Dutch Civil Code 51

Articles of association provisions governing the appropriation of profit 51

Independent auditor’s report 52

Ease2pay N.V.

Listing

Ease2pay N.V.’s listing

Listing

Ease2pay N.V. (symbol: EAS2P, ISIN Code NL0000345627) (hereafter also

referred to as “Ease2pay”, “the Company”, or together with its group

companies “the Group”), is listed on Euronext Amsterdam.

Capital and shares

The authorised share capital was EUR 11 million on 31 December 2025,

comprising 110 million ordinary shares with a nominal value of EUR 0.10

each. As at 31 December 2025, 23,542,215 shares were issued

(31 December 2024: 23,542,215).

Major holdings

The Financial Supervision Act (Wet op het financieel toezicht or “Wft”)

requires shareholders holding at least 3% of the outstanding shares to

report this to the Authority for the Financial Markets (Autoriteit Financiële

Markten or ‘AFM”). As at 31 December 2025, the respective shareholdings

of at least 3% in Ease2pay N.V. are as follows:

- J.H.L. Borghuis jointly with G.J. van Lookeren Campagne (indirectly via

The Internet of Cars v.o.f.): 28.01%

- SEnS Holding B.V.: 14.99%

- Arkelhave Capital B.V.: 11.63%

- T.O. Hektor: 8.19%

- H3G B.V.: 5.62%

- Cross Options Beheer B.V.: 3.58%

- ENERGIIQ Energie-innovatiefonds Zuid-Holland B.V.: 3.00%

Investor relations policy

To limit expenses and in line with the size of the Company, Ease2pay has

opted to restrict its investor relations policy to issuing press releases.

Ease2pay has drawn up a bilateral contacts policy on its contacts with

shareholders, analysts and the press that can be found along under

‘Corporate Governance’ on the investor.ease2pay.com website.

Dividend proposal

Based on the 2025 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 the Market Abuse (Financial Supervision Act) Decree (Besluit

Marktmisbruik Wft). Staff and advisers who are regarded as insiders by

Ease2pay sign a declaration committing them to comply with these

regulations, which can be found (in Dutch) under 'Corporate Governance'

on the www.investor.ease2pay.com website. The Management Board and

the Supervisory Board also meet the provisions of the Wft, the rules on

disclosure of voting rights, capital, major holdings and capital interest at

issuers. The AFM supervises compliance in this context.

Ease2pay N.V.

Management and Supervisory

Board

Membership of the Management Board and the Supervisory Board

Management Board

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

- 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.

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

- 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.

Ease2pay N.V.

Management and Supervisory

Board

Supervisory Board

Manuela Melis (1973)(f)

- 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 has expertise in interim management, digital innovation, and

performance improvement. She works as Director of Finance and

Operations at 9292 REISinformatiegroep, and operates as an independent

interim manager (TweeM.nl), primarily in the Public Transport (NS, Pon

MaaS Pilot, 9292) and Logistics (Melis Logistics) sectors.

Marijke Terpstra (1961)(f)

- 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 has expertise in risk management. Her previous roles include

Chief Risk Officer at Payvision, Chief Compliance Officer at ContextLogic

B.V., and VP Head of Regulatory Governance Risk & Controls at Deutsche

Bank.

Heini Withagen (1969)(m)

- 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 has expertise in the field of digital technology and digital

transformation. He is an independent technology advisor for various

companies and previously served as Chief Technology Officer at Tired of

Cancer, felyx, Talpa Ecommerce, and Mirabeau (also co-founder), among

others. Additionally, he is Chairman of the Supervisory Board of Monotch, a

member of the Supervisory Board of Huisartsenzorg Deventer en

Omstreken (HCDO), and Chairman of the Supervisory Board of DLM

Finance.

Tom de Witte (1966)(m), 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 has gained experience in various CFO positions, including at

listed companies (VastNed funds) and currently at ProDelta. He is now Chief

Financial Officer at ProDelta and was previously a Non-executive Board

member of Globalworth Poland Real Estate and a member of the

Supervisory Board, a member of the Supervisory Board of Diergaarde

Blijdorp, and a member of the Audit Committee of Staedion.

Ease2pay N.V.

Report of the Management Board

Strategy

The Group’s strategy is built on its comprehensive self-service platform

combining mobile payment technology with Internet-of-Things (‘IoT’)

device connectivity. The Group’s market strategy focuses on self-checkout

for public spaces, leisure locations and transport locations. The Group

operates in a fast-growing market that is driven by global trends for

digitalisation, IoT, unattended retail and mobile payments. The Group

founds it strategy by a proven operating self-service platform and a surging

volume of transactions. With the acquisition of Involtum Holding B.V. (this

company is renamed to Ease2pay Holding B.V. in 2025) in 2022, the Group

expanded its platform services with self-service electricity transactions.

Ease2pay’s principal geographic market is the Netherlands, although

services are also supplied in other European countries.

The Group serves its customers, mentioned as “merchants”, in these

markets by providing book-stay-use-pay products chiefly consisting of a

back-end platform in combination with front-end applications and

websites. The back-end platform connects to devices, such as chargers,

electricity and water supply connection points, washing machines and

dryers. The users of the merchant’s services, mentioned as “end-users”,

enter into the transaction with their mobile device and the Group ensures

that the end-user will pay via its mobile or is invoiced and pays the

transaction.

Merchants are government bodies (mainly municipalities and port

authorities) and commercial organisations (mainly in the leisure market)

that use Ease2pay’s platform to make facilities and services available to

their own customers.

Ease2pay believes to benefit from a range of opportunities and trends that

include the emergence of smart parking, the ever-increasing importance of

mobile phones, the steady development of self-service and IoT technology

and the growing demand for sustainable and sustainability-oriented

services, to be the driving forces behind future growth in these markets.

The Group aims to increase its transaction volume and EBITDA further and

enhance the nature of the transactions on its platform.

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 or

offers dedicated apps and often also interactive websites for each brand,

tailored to the specific features developed for each brand. The Group has

developed one or more labels for each of its target markets, for example

Ease2pay On the GO, Ease2pay AanUit, Ease2pay NomadPower, Ease2pay

Walstroom and Ease2pay Marktstroom.

The above are cornerstones to enable Ease2pay’s strategy “2025 – 2030:

EBITDA positive and accelerate growth with acquisitions” as published on

the General Meeting on 27 June 2025.

Business model

Ease2pay’s business model is to provide the services of its selfservice IoT

platform in combination with mobile payments or invoicing of end users

and payment to the merchants. End users are able to entrust monies to

Ease2pay N.V.

Report of the Management Board

Stichting Beheer Derdengelden Ease2pay (“Foundation”) to use for parking

and fuelling services, the deposits are legally separated in this Foundation.

Payments for transaction are usually invoiced to the end users.

Parking and fuelling payment transactions are processed by the Group

company Ease2pay B.V. Ease2pay B.V. is listed in the registers of exempt

electronic money institutions 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 as an eMandate Service Provider (“MSP”) and certified

as a Collecting Payment Service Provider (“CPSP”) for iDEAL/Wero. Stichting

Beheer Derdengelden Ease2pay holds the electronic money institution

balances of users of the transaction platform independently of the

commercial operations. Self-service electricity transactions are invoiced to

app users and repaid to merchants.

Ease2pay’s legal organisation is summarised below.

The activities of the legal entities can be summarised as follows:

Ease2pay N.V.: holding company

- Holding activities

Stichting Beheer Derdengelden Ease2pay

- Holds independently entrusted monies

of users of the transaction platform

Parking and fuelling transaction entities

- Agreements with users of the mobile

app

- Agreements with merchants which use

the platform

- CPSP and electronic money institution

exemptions from DNB

- iDEAL certificate agreement and MSP

accreditation agreement

- Government Road Transport Agency

(RDW) data agreement

- IT platform

- mobile apps

Other self-service transaction platform

entities

- Agreements with users of the mobile

app

- Agreements with merchants which use

the platform

Process transactions on the platform for

merchants

- Power charging (NomadPower, for

example)

- Invoicing and payments for transactions

processed on the platform

- IT platform

- mobile apps

Long-term value creation

Ease2pay comprehensive self-service platform combines mobile payment

technology with IoT device connectivity which results in self-service

solutions. The Group’s value creation is based on expanding its self-

checkout platform for locations and facilities into a leading platform for

self-service in public spaces, on leisure locations and on transport locations.

Its business model is built on recurring subscription and payment

processing revenues, which has proven to be a sticky business model in the

long-term. Thanks to its robust IoT backbone and transaction platform the

Group has already multi-year successful collaborations with industry

leading partners (e.g. Miele, Rabobank and ANWB). Our strategic long-term

objective is to grow organically by increasing number of transactions,

connections, services and clients in existing countries and roll-out in other

European countries added with growth from acquisitions and growth from

new successful collaborations with industry leading partners.

Ease2pay N.V.

Parking and

fueling transac-

tion entities

Other self-service

transaction plat-

form entities

Stichting Beheer

Derdengelden

Ease2pay

Ease2pay N.V.

Report of the Management Board

Ease2pay’s open, enterprising and innovative culture is stakeholder-centric.

Innovation is the key to long-term value creation, and, to us, it means

dialogue with customers, staff (see section ‘People’), NGOs and

government authorities (for example municipalities, port authorities or

supervision authorities). If existing solutions fall short from a sustainable

perspective, we develop new ones that are more appropriate in the social

context set by relevant NGOs and government authorities. Those new

innovations are then tested on their effectiveness by our staff and

customers. This open innovation process, in which trial and error are

possible, creates our innovative sustainable services. In this way,

customers, staff, NGOs and government authorities help guide the

innovation, partly by setting the framework within which we can innovate.

The Group aims to have an open dialogue with its shareholders as well, by

providing strategy updates on shareholders meetings and through press

releases for significant developments of the Group.

Ease2pay is a lean and agile small company. The focus is on further

enhancement of the platform and technology is a driver for this. New

technologies are continuously assessed on their usefulness in the platform,

adding of new features or better efficiency of effectiveness of the operating

of the platform.

In the year, the Group's transactions increased to 6.2 million (2024: 3.7

million, excluding Miele appWash), mainly driven by parking activities for

which the Group was able to benefit from changing market circumstances

enabled by its robust platform and IoT. The Group was able to attract more

end-users for its platform and expands its Walstroom activities for vessel to

the Belgium harbour of Antwerp. The Group continued to improve its

platform by investing in new applications (for EUR 48 thousand, see note 11

of the financial statements) and continuing developing in-house software

(for EUR 643 thousand) to assure and improve our platform and IoT

backbone for future sustainable value creation. The performances

exceeded the targets for the year.

Sustainability and environment

Services provided

Ease2pay’s self-service platform facilitates the energy transition in various

transport sectors. With apps like Walstroom, Marktstroom and

NomadPower, we facilitate using electric power where polluting diesel

aggregates were once in use, make use for end-users simpler and reduce

administrative burden for merchants. This dedication reflects our efforts to

develop innovative and clean solutions to support the energy transition.

Our book-stay-use-pay platform contributes to the digital processes and

connects business processes between merchants and users.

Regulations and European Corporate Sustainability Reporting Directive

According to proposed legislation as amended by the EU Omnibus

Simplification Package, the Group, as small, listed company, is not in scope

for reporting on its environmental, social and governance performance as

set out in the Corporate Sustainability Reporting Directive (“CSRD”).

Based on the Group’s size and its Investor relation policy the Group

sustainability reporting is according to its legal requirements. Based on the

Group’s estimations and judgements of its relevant sustainability

information, it has a limited footprint for electricity needed to operate the

self-service transaction platform and supplies only a small/negligible

electricity volume itself. Based on its current strategy the Group aims to

provide a positive contribution with its services to its customers exceeds

the footprint of its activities. Consequently, the Group deems that the risk

related to climate change is limited.

Ease2pay N.V.

Report of the Management Board

Compliance to tax requirements

The Group consists of Dutch legal entities and Dutch tax laws are applicable

for taxation based on which a fair share of taxes is paid. For its operations,

Ease2pay pays its fair share of relevant taxes, mainly value added taxes as

no income taxes need to be paid due to the Group’s loss-making situation,

according to European law.

People

Culture

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.

Ease2pay aims for corporate social responsibility in its operations. The

Management Board applies the values of corporate social responsibility

pragmatically in its day-to-day activities. We have chosen to open our

organisation to student participation; where possible, we provide relevant

parttime jobs for students to give them meaningful work experience that is

in line with their educational experience. In its pursuit of greater diversity,

the Company's offices have been located at the campus of Erasmus

University Rotterdam since 2021.

Diversity

Ease2pay strives for diverse and inclusive leadership, within the abilities of

its limited workforce and its industry. All members of the Management

Board and half of the members of the Supervisory Board are male.

Membership of the Management Board is therefore not balanced. This

imbalance is not a deliberate decision by Ease2pay, but a consequence of

appointing the most suitable person to an available position. If a vacancy

occurs for a Board position and there is a choice between a man and a

woman of equal quality and suitability, a woman will have preference.

Ease2pay N.V.

Report of the Management Board

In the Supervisory Board, women account for 50 percent and men for 50

percent of the positions respectively. The average age in management

positions tend to be higher than Ease2pay average because of the relatively

young age of the part-time employment of students. Effectively, Ease2pay

aims for some 25 percent women in the Boards, with which the Company

complies. Ease2pay has considered in this target the industry it operates,

payment and IT industry, in which the majority of employees are men. The

Company aims to change the current mix, by means of filling vacancies with

women when their qualifications are suitable.

The Group is a small organisation with a limited workforce and a flat

organisational structure, in which the Management Board also fulfils senior

management positions. The workforce comprises 73% male, 23% female

and 4% transgender employees. Due to the Group’s limited size, stable

workforce and nature of the payment and IT industry, changes in workforce

and realisation of the diversity goals takes time. Depending on the

developments in the labour market in our industry, it is expected that our

current measures will achieve their goals in a period of five to ten years,

therefore the Group considered that it is on track to obtain its goals in this

respect.

Staff

In 2025, the staff decreased to 13.0 full time equivalents related to 13.3 full

time equivalents in 2024. As 21% of the workforce consists of part-time

(student) employees (2024: 16%), the actual number of employees is

higher: 20 employees as at 31 December 2025 (31 December 2024: 20

employees). The proportion of females in the workforce increases to 23%

as at 31 December 2025 (31 December 2024: 19%).

The Management Board would like to thank the entire team for their

efforts in 2025.

Developments in the year

Events in 2025

Continuing strong growth in Ease2pay’s platform activities resulting in an

increase of the platform fee income with 38% to EUR 3.7 million. Gross

profit (revenue less cost of revenue) increased 49% to EUR 2.6 million.

Earnings before interest taxes, depreciations and amortisations (EBITDA)

increased to EUR 1.0 million positive (2024: almost nil). The result after tax

of 2025, amounted to EUR 0.3 million positive, compared to EUR 0.8 million

negative in 2024.

The addition of Port of Antwerp-Bruges to the Walstroom app, a top-5 EU

port is available for Ease2pay services as of 1 April 2025.

The Group has obtained ISO/IEC 27001:2022 certification for its information

security management system. This international standard, drawn up by the

International Organisation for Standardisation (ISO), is recognised

worldwide as the framework for establishing, monitoring and continuously

improving a robust information security management system. The

certification stipulates Ease2pay's commitment complying to stringent

information security requirements.

Result for the year

In the year 2025, the platform fees increased with 36% to EUR 2.0 million

excluding Miele appWash (2024: 57% increase to EUR 1.5 million, see also

note 4 Revenue and segment information of the financial statements for

the total platform fee). The related transaction volume increased 67% to

6.2 million transactions in 2025 (2024: 3.7 million, year-on-year increase of

38%).

Ease2pay N.V.

Report of the Management Board

The statement of profit or loss for 2025 can be summarised as follows:

EUR'000

2025 2024

Change

Change %

Platform fee revenue

3,711 2,698

1,013

38%

Other revenue

185 188 -

-2%

Total revenue

3,896 2,886

1,010

35%

Cost of revenue -1,275 -1,129 -

146

13%

Gross profit

2,621 1,757

864

49%

Employee benefits

-1,039 -1,083

-4%

Other operating expenses

-589 -628

-6%

EBITDA

993 46

947

2,059%

Depreciation and amortisation

-1,080 -954 -

126

13%

Operating loss -87 -908

821

-90%

Finance income and expenses(-)

105

-50%

Loss before income tax for the year -34 -803

769

-96%

Cost of revenue increases at a slower pace related to the revenue due to

the nature of the activities.

Employee benefits decreased by EUR 44 thousand, to EUR 1,039 thousand,

due to a small decrease of the workforce.

In 2025, the Group's EBITDA increased with EUR 947 thousand to EUR 993

thousand positive due to strong increase in revenues (2024: EUR 46

thousand positive). The net result for the year was EUR 288 thousand

positive, an improvement of EUR 1,091 thousand compared to 2024 net

result of EUR 803 thousand negative. The net result improved also due to a

deferred tax income of EUR 322 thousand.

Operational expenses decrease further due to the integration of the Group

activities aiming for more efficiency.

In the Group’s view, EBITDA reflects its cash generating performance

based on revenue and costs, excluding interest, taxes, depreciations and

amortisations.

Movements in intangible assets and property, plant and equipment

Movements in intangible assets and property, plant and equipment are

summarised below.

EUR'000

Goodwill

Platforms and

customer

relationships

Property, plant and

equipment

As at 1 January 2025

1,213 2,537 132

Investments - 48 5

Amortisations and depreciations

- -1,003 -77

As at 31 December 2025

1,213 1,582 60

Amortisation expenses increased during the year due to the shorting of the

estimated useful life of the customer relationships.

Cash and cash equivalents

As at 31 December 2025, cash and cash equivalents rose to EUR 3,695

thousand from EUR 2,672 thousand on 31 December 2024 due to positive

operational cash flows of EUR 1.1 million.

Capital management

Ease2pay N.V. is responsible for the funding of the Group by issuance of

equity or obtaining borrowings. Ease2pay N.V. finances its operating

companies by intercompany loan facilities or equity contributions. The

solvency ratio excluding amounts entrusted to Stichting Beheer

Derdengelden Ease2pay (defined as equity divided by total assets less

amounts entrusted to Stichting Beheer Derdengelden Ease2pay) is 93% on

31 December 2025, related to 95% on 31 December 2024. The solvency

ratio based on the total assets including the amounts entrusted to Stichting

Beheer Derdengelden Ease2pay amounted to 68% on 31 December 2025

(31 December 2024: 80%), due to the increase of the amounts entrusted

Ease2pay N.V.

Report of the Management Board

Ease2pay N.V. does not have a rating from rating agencies or regulators as

this is not a group requirement given its limited size.

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. A total of EUR 643 thousand (2024: EUR 516 thousand) was incurred

in developing in-house software, excluding capitalised intangible assets.

Risk and governance

Risk profile

In the course of executing the Group’s strategy and day-to-day business

activities, risks and opportunities are faced. The Management Board is

responsible for identifying and managing these risks. Identifying and

managing risks is a continuous process based on experiences in executing

the Group’s activities, formulating its strategy and changing external and

internal developments. The Group is currently in its scale-up phase and

experiences related risks. Core focus exists for the platform operational

continuance and the Group’s going concern beside to make the most of the

opportunities offered by a small and growing business.

Strategic, operational, financial and compliance risks are identified across

Group's activities. In this respect, the Group considers regularly risks

associated with its activities in a changing market environment in a

responsible and well-considered way, as well as in line with the interests of

its internal and external stakeholders. Strategic risks are balanced with the

entrepreneurship of the current scale-up phase, conducted in the context

of long-term value creation as set out in its strategy 2025 - 2030.

Risk appetite ranges from unfavourable till moderate depending on the

relevant risk area. Risk appetite for operations of the platform and

continuance of the Group are unfavourable where risk appetite to further

upscaling of the activities is moderate.

Risk management and control

The Management Board oversees the Group's risk management and

internal control framework. The existing framework manages the Group’s

risk effectively and efficiently, aiming to operate at a continuous basis or

less repeatable controls at least annually. Regular evaluation and updates

are conducted to reflect external and organisational developments,

including reassessment of the Group's risk sensitivities where necessary.

Whilst the Group seeks to limit sensitivity to its key risk—the continuity of

platform operations and group activities—rapid developments may occur

given the fast-evolving market environment. In such cases the Board

considers which actions may be needed. The framework provides

reasonable assurance that objectives can be met. The Group's policies,

procedures and culture ensure employees understand their roles within the

risk and control systems.

The Group's risk management framework reflects available resources and

currently comprises segregation of duties and responsibilities, internal

officer reviews, automated platform controls, and, since 2025, enhanced

reliance on operational data following ISO 27001 certification. Part of the

ISO 27001 certification is the obligation to evaluate the information security

performance and the effectiveness of the information security

management system periodically. The evaluation is based on a monitoring

plan and a certification of the Group’s information security practices. The

monitoring plan defines a series of short cycle checks the Group needs to

perform during the year to make sure the selected risk controls are

functioning as intended. The certification process focuses on compliance of

the Group’s controls of information security. The certification is performed

every three years by a certification organisation and are monitored

Ease2pay N.V.

Report of the Management Board

annually, an independent third organisation who is accredited for ISO

27001 certification. The goal of the certification is to provide assurance that

the information security management practices comply to ISO 27001

requirements. The Management Board reports the results of the control

compliance and the certification to the Supervisory Board.

The Group acknowledges that risk management and internal control

systems cannot provide absolute certainty regarding achievement of

commercial objectives, nor can they entirely prevent material

misstatements, losses, fraud or breaches of laws and regulations.

Strategy-related risks

Risk Risk description Impact and mitigation

Credit risk The risk of financial loss arising from

counterparty default.

Payments for parking activities are

processed through balances held by

the Foundation (‘Stichting Beheer

Derdengelden Ease2pay’), and

settlements with other merchants

exclude the Group's fees.

Consequently, this is considered as a

small risk.

Continuity and

liquidity Risk

Continuity risk reflects the possibility

that the Group may be unable to

operate on a going-concern basis. The

Group has a history of operating

losses and future profitability cannot

be assured. Liquidity risk comprises

potential cash shortfalls to meet

current and anticipated obligations,

including timing risk where expected

receipts may be delayed.

The Group prioritises cost

minimisation and maintains

operational flexibility and aims having

sufficient cash and cash equivalents

available to sustain operations for at

least twelve months. Consequently,

this is considered as a limited risk.

Dependency on

external and

public software

systems

Unforeseen disruptions to external

and public software systems, such as

failures in the iDEAL payment system

or mobile networks, could adversely

impact operations. Such events may

Mitigation measures address

controllable aspects of such

unmanageable event, including

supplier reliability and system

certifications. Due to the unlikely

Risk Risk description Impact and mitigation

result in service delays or

interruptions and potential loss of

critical systems and data.

occurrence, this is considered as a

small risk.

Employee and

people Risk

Employee wellbeing, health and safety

limitations may compromise

employee engagement and wellbeing,

potentially resulting in business

disruption, absenteeism, reduced

satisfaction and reputational damage.

This represents a significant risk for

which the Group is committed to its

corporate social responsibility,

providing meaningful employment

and maintaining employee welfare

awareness. This is a significant risk for

which the Group considers its

measures are appropriate.

Fraud Risk Fraud risk management begins with

identifying potential internal and

external fraud scenarios. Suspected or

reported fraud triggers internal

investigation and corrective action.

Management has assessed that

existing controls and mitigating

measures adequately address

identified fraud risks. This represents

a significant risk for which mitigating

measures are applied including

employee background screening and a

whistleblower policy.

Growth Strategy The growth strategy requires

expenditures in its platform

functionalities that are critical for its

operations and functionalities.

This represents a limited

risk for which

the Group aims to optimise its

strategy and activities to enhance

platform functionalities.

Legal and

Regulatory Risk

The Group may be impacted by legal

disputes and/or regulatory changes,

including evolving requirements for

electronic money institutions,

Collecting Payment Service Providers

or eMandate Service Providers, which

may necessitate operational

adjustments and compliance costs.

As mitigation measure, the Group

continuously follows developments in

its legal and regulatory environment

and aims to adopt timely. This is

classified as a limited risk.

Listing Risk The Group is listed on Euronext

Amsterdam and must comply with

applicable listing rules and

regulations. Regulatory changes may

result in additional costs or

unforeseen consequences.

The Group monitors the listing

requirement developments and

anticipates to these. The Group

classifies this as a risk.

Ease2pay N.V.

Report of the Management Board

Risk Risk description Impact and mitigation

Strategic Partner

Cooperation Risk

A substantial portion of the Group's

revenue derives from a limited

number of strategic partners. Reduced

partner performance or strategic

changes may constrain growth or

result in business loss.

The Group mitigates this risk to

remain in continuous discussion with

its partners and understanding their

needs. Although this is a significant

risk, the current measures are

appropriate.

Operational

Disruption and

Cyber Risk

Service disruptions may cause delays,

interruptions and loss of critical

systems and data. In severe cases, the

Group may be unable to maintain

service continuity or protect

confidential and sensitive information.

Cyber risks present a significant threat

to ICT companies and may be

associated with liability exposures.

The Group implements mitigation

measures to prevent such occurrences

as much as possible insofar as

reasonably practicable. This is

classified as a limited risk of unlikely

events. The Group purchased

cybersecurity insurance from October

2025, covering both professional

liability and cyber risks under a single

policy.

Operational, financial and compliance risk

The Group cascades its appetite for operational, financial and compliance

risks from its strategic accepted risks. Operational, finance and compliance

risks are controlled to the extent to which the Group is able in its current

size and with its current resources. Inherent to the Group's activities, the

risks for platform activities need to be controlled continuously and avoid

ensuring high performance levels to merchants and end-uses and ensuring

undisturbed operations of the platform resulting in cash inflows for the

Group’s activities performed. Risk thresholds for these core activities are

small and operational control activities are performed on a regular basis

and in 2025 the first ISO 27001 certificate is obtained demonstrating

professional data management.

As a small company in a scale-up phase, recourses are not always sufficient

to perform regular internal controls measure for financial risks and these

are mitigated by manual backward testing. At the current size of the

organisation, these limitations in the design and effectiveness of the

internal control are acceptable. On longer term, the Group aims to enhance

these elements of its internal control procedures. These possible

improvements in the internal control system would increase effectiveness,

however, the current manual additional controls provide appropriate

information for the Board’s declaration for this report.

Relevant mitigating controls mapped to internal risk scenarios vary in origin.

There are governance measures, such as oversight by the Management

Board, internal controls and reporting. 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 reviews.

The internal risk management and control systems for financial reporting

includes measures such as consolidated periodic reports, assessments

comparing current developments 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. The Group’s risk on financial instruments is limited

to primary financial instruments only (see consolidated financial statements

note 19 Financial risk management).

Ease2pay is not exposed to interest rate, foreign currency or commodity

risk. The aforementioned aligns with the objects and policies of the Group

based on the nature and size of the financial instruments exposure.

For the past financial year, the Group’s assessment of its internal risk

management and control system in relation to operation, compliance and

reporting risk is confirmed in the combination of segregation of duties and

responsibilities, internal reviews and platform controls together with some

ex-post control measures.

Ease2pay N.V.

Report of the Management Board

Dutch 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 Group applies the Dutch Corporate Governance Code

2025, which took effect as from the financial year 2025 and is applicable to

this annual report (see https://www.mccg.nl/site/binaries/site-

content/collections/documents/2025/04/82539-mcgc-dutch-corporate-

governance-code-tg.pdf).

The following documents are available in Dutch on Ease2pay’s corporate

website (https://investor.ease2pay.com/governance/):

- 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.

Due to is relatively small size, Ease2pay does not voluntarily apply other

codes or standards.

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 the section ‘Major holdings’. 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.

Transactions with members of the Management Board are their

remuneration for the year, amounting to a total of EUR 178 thousand (see

note 20.3 Management and Supervisory Boards Management and

Supervisory Boards of the consolidated financial statements). This amount

is based on the responsibilities of their respective positions that are

customary in the market. Ease2pay complies with the principle 2.7.5

Accountability regarding transactions: majority shareholders of the Dutch

Corporate Governance Code.

During 2025, Ease2pay departed from a limited number of points in the

Dutch Corporate Governance Code. The main departures of the best

practice provisions (the numbering refers to the best practice provisions of

the Code) are explained below:

Best practice provision corporate

governance code

Substantive explanation of

departure

1.1.5 Dialogue with stakeholders - To ensure that the

interests of the relevant stakeholders of the company

are considered when the sustainability aspects of the

strategy are determined, the company should draw

up an outline policy for effective dialogue with those

stakeholders. The relevant stakeholders and the

company should be prepared to engage in a dialogue.

The company should facilitate this dialogue unless, in

the opinion of the management board, this is not in

the interests of the company and its affiliated

enterprise. The company should publish the policy on

its website.

The Group has incorporated

the basic principles for such a

dialogue in serval regulations

on its website (corporate

governance information).

Based on the size of the

Group, it is decided not to

add a separate policy on this.

1.3 internal audit function - The task of the internal

audit function is to assess the design and operation of

the internal risk management and control systems.

The management board is responsible for the internal

audit function. The supervisory board oversees the

internal audit function and maintains regular contact

with the person fulfilling this 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 Duties and responsibilities of the audit

committee - The audit committee undertakes

preparatory work for the supervisory board’s

decision-making regarding the supervision of the

In line with it limited size of

Ease2pay has not appointed

an internal auditor and an

audit committee. The

Ease2pay N.V.

Report of the Management Board

Best practice provision corporate

governance code

Substantive explanation of

departure

integrity and quality of the company’s financial and

sustainability reporting and the effectiveness of the

company’s internal risk management and control

systems, as referred to in best practice provisions

1.2.1 to 1.2.3 inclusive. It focuses among other things

on the supervision of the management board with

regard to:

i. relations with, and compliance with,

recommendations and follow-up of comments by the

internal and external auditors and any other external

party involved in auditing the sustainability reporting;

ii. the funding of the company; and

iii. the company’s tax policy.

This also applies for the principles:

- 1.5.2 Attendance of the management board,

internal auditor and external auditor at audit

committee consultations; and

- 1.5.3 Audit committee report.

- 1.5.4 Supervisory board - The supervisory board

should discuss the items reported on by the audit

committee on the basis of the relevant best

practice provision.

supervisory board performs

the procedures of an audit

committee (best practice

provision 2.3.2 requires

installing commissions when

the Supervisory Board consist

of more than four members)

2.5.4 In the management report, the management

board should provide explanatory notes on:

i. the culture within the enterprise, and whether it is

desirable to implement any changes in this;

ii. how the culture, the underlying values and conduct

promoted within the enterprise contribute to

sustainable long-term value creation and, if it is

considered desirable to amend these, which

initiatives are taken to further increase this

contribution; and

The Group aims to optimise

its organisational culture for

its activities. However, due to

its limited size and small

number of employees, it

does not report on the

cultural elements requested

in the best practice

provisions.

Best practice provision corporate

governance code

Substantive explanation of

departure

iii. the effectiveness of, and compliance with, the

code of conduct.

Ease2pay N.V.

Report of the Management Board

Management Board’s statements for this annual report

Statement on application of the Dutch Corporate Governance Code

Introduction

The Management Board is responsible for establishing and maintaining

adequate internal risk management and control systems. During the

financial year, the Management Board has assessed the design and

effectiveness of these systems.

The Management Board recognises the inherent limitations of the Group’s

internal risk management and control systems considering its nature and

limited size affecting its risk management and control systems (see section

“Risk management and control” of this report of the Management Board).

Whilst the Group continuously works towards improving its processes and

procedures, these systems cannot provide absolute comfort that all risks

have been identified or are effectively managed. The level of comfort that

they provide is influenced by, among other things, the Group’s limited size

and its associated risk management and control systems, inherent

limitations to risk management, business considerations such as it risk

appetite, the complexity of its operations, and the dynamic nature of the

business environment.

Certain risks remain outside the company's direct control, as they depend

on third parties or external circumstances beyond the Group's influence.

The principal risks the Group faces, the Group's risk management

framework and the company's risk appetite are described in section “Risk

and governance” of this Report of the Management Board.

Statement by the Management Board

Based on its assessment and with reference to Best Practice Provision 1.4.3

of the 2025 Dutch Corporate Governance Code, the Management Board of

Company N.V. confirms to the best of its knowledge:

- that the Management Board (within the meaning of section 2.391 of

the Dutch Civil Code) provides sufficient insight into any shortcomings

in the operation of the internal risk management and control systems;

- that these systems provide reasonable assurance that the financial

reporting does not contain material inaccuracies;

- that the Group is not in scope for quantitative sustainability reporting

for which systems are needed, see section “Sustainability and

environment” of this Report of the Management Board;

- that the management board is not aware that the internal risk

management and control systems do not provide sufficient comfort

that the operational and compliance risks identified in section “Risk and

governance” of this report of the Management Board report are

effectively managed in line with considering the Group's risk appetite as

at 31 December 2025. “Sufficient comfort” is to be read as comfort

considering the Group’s risk appetite, limited size and complexity,

inherent limitations to these systems and other disclosures of these

systems in this report of the Management Board;

- that, based on the current state of affairs, it is justified that the financial

reporting is prepared on a going concern basis; and

- that the management report states the material risks, as referred to in

best practice provision 1.2.1, and the uncertainties, to the extent that

they are relevant to the expectation of the company’s continuity for a

period of twelve months after the preparation of the report.

Ease2pay N.V.

Report of the Management Board

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 2025 financial statements give a true and fair view of the assets,

liabilities, financial position as at 31 December 2025 and the loss for the

financial year 2025 of Ease2pay N.V. and the entities included in the

consolidation;

- the 2025 Report of the Management Board gives a true and fair view of

the situation as at 31 December 2025 and developments at Ease2pay

N.V. and the entities included in the consolidation during the 2025

financial year, and that the 2025 annual report describes the material

risks that Ease2pay N.V. faces.

Ease2pay N.V.

Report of the Management Board

Outlook

Ease2pay will continue enhancing its strategy as updated in 2025 focusing

on accelerated growth with acquisitions supported by Ease2pay’s platform

and mobile apps. Based on its strategy, Ease2pay aims to increase

transaction volumes further. Ease2pay expects the same level of expenses

for research and development in the near future. Ease2pay expects to

continue its growth in revenue and improvement of its results through

autonomous growth and acquisitions.

As from February 2026, macroeconomic and geopolitical uncertainty has

heightened due to tensions in the Middle East and their consequence on

the energy prices. This result in to increased volatility in energy prices,

inflation, and broader financial markets. The Group is exposed to mobility

services and may be indirectly affected by fluctuations in fuel costs and

possible changes in consumer mobility behaviour. The increased energy

prices may affect European and Dutch inflation level for a longer period.

The Group continues to monitor these developments closely and remains

focused on its agile and flexible cost base and growth opportunities.

In the second half of 2026 the cooperation with Miele appWash will come

to an end. The Group will receive a termination fee of 25 % related to the

revenue of the last twelve months, depending on the uptime of the

platform. This event may reduce revenues and related operating cash flows

from 2027. Additionally, the associated goodwill (EUR 1.2 million) will be

impaired, resulting in a (non-cash) expense in 2026. The Group aims to

obtain further growth to compensate this effect, which will take time to

materialise.

Rotterdam, 28 April 2026,

The Management Board

Jan H. L. Borghuis

Gijs J. van Lookeren Campagne

Ease2pay N.V.

Report of the Supervisory Board

In 2025 the Company managed to significantly improve EBITDA to almost

EUR 1 million (2024: EUR 46 thousand). The number of transactions on the

platform continued to increase. The Management Board further improved

the functionality and efficiency of Ease2pay’s platform. Also marketing

efforts were made to better position itself as the “Book, Stay, Use & Park”

solution for self-serviced parking and fuel locations, usage of water and

electricity at camper sites, marinas, harbours and public marketplaces. The

various services are now bundled under recognisable labels with a uniform

Ease2Pay logo.

Ease2pay On the Go label for easy parking and refuelling benefited from

significant changes in parking service fees in the market. The Company’s

label promoted itself as a cheaper alternative, resulting in a significant

increase in parking transactions on the Ease2Pay platform.

As mentioned earlier Miele decided in 2024 to terminate in 2026 its

contract for the usage of the Miele appWash. Ease2Pay constructively

worked with Miele to smoothly end the cooperation. The Management

Board puts all its efforts on absorbing this loss of business both by organic

growth and by creating new partnerships and investigating potential

acquisitions to further increase the number of transactions on the Ease2pay

platform.

From a compliance and security perspective, it is important to mention that

the Company managed to obtain the ISO 27001 certificate. This enabled the

Company to take out cybersecurity insurance on attractive terms.

Ease2pay pays attention to Environment, Social and Governance. However,

Ease2pay is not in scope of the European Corporate Sustainability Reporting

Directive (“CSRD”) as it classifies as a small entity and it reports for these

elements in according to the Dutch guidance in its Management Board

report.

Composition of the Supervisory Board

The current members of the Supervisory Board were all appointed at the

General Meeting of Shareholders at 30 June 2022. 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 Supervisory Board has four members and performs it functions as a

whole and has not, taking into account the limited size of the Company,

installed committees, like an audit committee.

Ease2pay N.V.

Report of the Supervisory Board

Succession and/or reappointment of the Supervisory Board members

Throughout the year, the Supervisory Board discussed and undertook

succession planning, discussing its own composition and succession plans in

order to ensure continued effectiveness. Based on these discussions a

proposal will be made to the General Meeting of Shareholders in 2026 for

reappointment of the Supervisory Board members, aimed at a more

balanced schedule of resignation.

Meetings of the Supervisory Board

The Supervisory Board had, next to the general shareholders’ meeting at

27 June 2025, four formal meetings together with the Management Board.

Next to these formal meetings the Supervisory Board had some internal

calls and meetings without the Management Board, to discuss amongst

others the strategy of the company, questions from shareholders and the

auditor and to evaluate the functioning of the Management Board and the

functioning of the Supervisory Board itself.

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 duties on the Supervisory Board

satisfactorily. In 2025, only Mrs Melis and Mr. Withagen did not attend one

meeting. However, they gave their input for the meeting in question before

the meeting.

Main topics during these meetings were:

- the company’s strategy, the business developments, including the

abovementioned termination of cooperation with Miele, the continuity

and liquidity position;

- the annual accounts 2024 including the impairment of goodwill;

- the 2024 audit findings as disclosed by the auditor;

- the appointment of EY as auditor, including its audit plan for the 2025

financials;

- the business plan and budget for 2026;

- the ability of the company to retain and hire adequate staff;

- the semi-annual report, including its related press release and Q1 and

Q3 figures;

- opportunities for further growth (via amongst others expansion of

partnerships, new services or potential acquisitions).

- tax related issues;

- fraud risks and measures;

- compliance with AFM regulations, Corporate Governance Code, update

of the Supervisory Board regulations;

- risk management and internal controls, including ISO 27001 certificate;

- cybersecurity related issues (penetration test results, insurance);

- reporting format and related Key Performance Indicators (“KPI’s”);

- respective tasks and responsibilities of the individual member of the

Management Board, cooperation within the Management board and

functioning of the Management Board as a whole.

Ease2pay N.V.

Report of the Supervisory Board

Independence of Supervisory Board Members

All Supervisory Board members are considered to be independent in the

sense of the Dutch Corporate Governance Code. The members of the

Supervisory Board do not hold any shares, options or rights to shares

(‘Performance Shares’), neither are any of these granted to them.

Self-evaluation by the Supervisory Board and the Management Board

The Supervisory Board evaluated its functioning, cooperation and culture,

as well as its collaboration with the Management Board. Discussions were

held for this evaluation with the whole Board and individual members,

based on pre-determined topics that were extended during the evaluation,

if needed. As part of this process, a self-evaluation has been performed in

January 2026, resulting in some areas for improvement. For example, to

start the meeting with a short discussion without the Management Board,

inviting the Management Board for more reliance on the Supervisory Board

for feedback and advice, to better divide the tasks among each other. The

Supervisory Board concluded that improvements were made compared to

the earlier evaluation, e.g. information provided timely, better meetings

due to better structured agendas.

Evaluation the Management Board

In January 2026, the Supervisory Board evaluated the functioning of the

Management Board. Based on these evaluations the Management Board

members will further focus on customer focussed approach, enhancing

relevant features of the platform and its future strategy.

Succession and/or reappointment of the Management Board members

In consultation with the Management Board, the Supervisory Board has

decided to propose to the Annual Meeting of Shareholders in 2026 to

reappoint the Management Board members for another four years.

Remuneration of the Management Board and Supervisory Board

During the Annual General Meeting of Shareholders in 2025, it was decided

not to materially change the annual remuneration of the Management

Board members (including a small inflation adjustment it came out at

EUR 89,000 for each member).

During the Annual General Meeting of Shareholders, the remuneration

report has been disclosed. There has been no change in the annual

remuneration of the Supervisory Board members (EUR 12,000 and

EUR 15,000 for the chairman).

Reference is made to note 20.3 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 2025.

Internal Audit Function

In line with its limited size, Ease2pay did not appoint an internal auditor in

2025. 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 (see also the

Group’s departure from this practice in the section “Dutch Corporate

Governance Code” in the Report of the Management Board).

Ease2pay N.V.

Report of the Supervisory Board

2025 Financial statements

The Supervisory Board is pleased to present the annual report 2025 of

Ease2pay N.V., as prepared by the Management Board. The financial

statements have been audited by EY Accountants B.V., which issued an

unqualified opinion.

In accordance with the proposal of the Management Board, the Supervisory

Board advises the Meeting of Shareholders:

- to adopt the financial statements for the year 2024 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 2025;

- to discharge the members of the Supervisory Board from liability for the

performance of their duties during 2025.

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 2025.

Rotterdam, 28 April 2026,

The Supervisory Board of Ease2pay N.V.

Manuela Melis

Marijke Terpstra

Heini Withagen

Tom de Witte, Chair

Ease2pay N.V.

Consolidated financial statements

2025

The accompanying notes form an integral part of these consolidated financial statements.

Financial statements 2025

Consolidated financial statements 2025

Consolidated statement of profit or loss and other comprehensive income

For the financial year ended 31 December

EUR'000Note	2025 2024
Revenue4	3,896 2,886
Cost of revenue5	-1,275 -1,129
Gross profit	2,621 1,757
Employee benefits6	-1,039 -1,083
Depreciation and amortisation11, 12	-1,080 -954
Other operating expenses7	-589 -628
Operating loss	-87 -908
Finance income and expenses(-)8	53 105
Loss before income tax	-34 -803
Income tax expense(-) or income9.2	322 -
Profit or loss for the period attributable to shareholders	288 -803
Other comprehensive income
Items that will not be subsequently reclassified to profit or loss	- -
Items that will be subsequently reclassified subsequently to profit or loss	- -
Other comprehensive income or loss(-) for the period	- -
Total comprehensive income or loss(-) attributable to shareholders	288 -803
Loss per share (expressed in EUR per share)16.2
Basic proft or loss(-) per share	0.01 -0.03
Diluted profit loss(-) per share	0.01 -0.03

Ease2pay N.V.

Consolidated financial statements

2025

The accompanying notes form an integral part of these consolidated financial statements.

Consolidated statement of financial position

As at 31 December

EUR'000 Note 2025 2024

Assets

Non-current assets

Goodwill

1,213 1,213

Intangible assets

1,582 2,537

Property, plant and equipment

60 132

Deferred tax assets

9.3

322 -

Total non-current assets 3,177 3,882

Current assets

Amounts entrusted to Stichting Beheer Derdengelden Ease2pay

13.2

2,707 1,301

Trade and other receivables

445 279

Cash and cash equivalents

3,695 2,672

Total current assets 6,847 4,252

Total assets 10,024 8,134

Equity and liabilities

Equity

Share capital 2,354 2,354

Share premium 37,057 37,057

Accumulated losses -32,602 -32,890

Total equity 6,809 6,521

Non-current liabilities

Deferred tax liabilities

9.3

- -

Total non-current liabilities - -

Current liabilities

Liabilities of Stichting Beheer Derdengelden Ease2pay

13.3

2,704 1,294

Trade and other liabilities

511 319

Total current liabilities 3,215 1,613

Total equity and liabilities 10,024 8,134

Ease2pay N.V.

Consolidated financial statements

2025

The accompanying notes form an integral part of these consolidated financial statements.

Consolidated statement of cash flows

For the financial year ended 31 December

EUR'000

Note

2025 2024

Loss before income tax

-34 -803

Adjustments for

Depreciation, amortisation and goodwill impairment 11, 12

1,080 954

Interest income(-) or expenses recognised in profit or loss 8

-53 -105

Changes in working capital

Amounts entrusted to Stichting Beheer Derdengelden Ease2pay

-1,406 -357

Liabilities of Stichting Beheer Derdengelden Ease2pay

1,410 353

Trade and other receivables

-166 1,062

Trade and other liabilities

192 -1,076

Net cash generated by operations

1,023 28

Interest received

53 106

Income taxes paid

- -

Net cash from operating activities

1,076 134

Cash flows from or used in investing activities

Payments for investments in intangible assets 11

-48 -126

Payments for investments in property, plant and equipment

-5 -5

Net cash flows used(-) in investing activities

-53 -131

Net cash flow from financing activities

- -

Net increase in cash and cash equivalents

1,023 3

Cash and cash equivalents as at 1 January

2,672 2,669

Cash and cash equivalents as at 31 December 15

3,695 2,672

Ease2pay N.V.

Consolidated financial statements

2025

The accompanying notes form an integral part of these consolidated financial statements.

Consolidated statement of changes in equity

EUR'000

Note Share capital Share premium Accumulated losses Total

Balance as at 1 January 2025 16.1 2,354 37,057 -32,890 6,521

Profit for the period - - 288 288

Other comprehensive income - - - -

Total comprehensive income - - 288 288

Balance as at 31 December 2025 16.1 2,354 37,057 -32,602 6,809

Balance as at 1 January 2024 16.1 2,354 37,057 -32,087 7,324

Loss for the period - - -803 -803

Other comprehensive income - - - -

Total comprehensive loss(-) - - -803 -803

Balance as at 31 December 2024 16.1 2,354 37,057 -32,890 6,521

Ease2pay N.V.

Consolidated financial statements

2025

Notes to the consolidated financial statements

1 General

Ease2pay N.V. offers an intelligent activation and payment platform. With

it, operators of laundries, fuel stations, charge points, parking garages,

ports, markets, truck and camper parks create self-service options for users.

The users of these locations control everything in one convenient app:

Book, Stay, Use & Pay.

Ease2pay N.V. (hereafter referred to as: the “Company” and together with

the entities it controls: the “Group”) is a Dutch public limited liability

company, domiciled in the Netherlands and is located at

Coolsingel 139

3012 AG, Rotterdam, the Netherlands

and registered at the Dutch

Commercial Register under number 16081306. The Company’s shares are

listed on Euronext Amsterdam (ticker symbol: EAS2P).

These financial statements were authorised for issue by the Management

Board and the Supervisory Board on 28 April 2026. The adoption of these

financial statements will be scheduled for the shareholders in the next

General Meeting (GM), on a date that will be announced on the investor’s

website of the Group.

2 Basis of preparation and general accounting policies

2.1 Statement of compliance

The consolidated financial statements have been prepared in accordance

with and complied to the IFRS Accounting Standards as adopted by the

European Union (“EU-IFRS”) and in accordance with the financial reporting

requirements included in Part 9 of Book 2 of the Dutch Civil Code (“DCC”).

2.2 Basis of preparation

The consolidated financial statements have been prepared on historical

cost basis, unless otherwise stated. Income and expenses have been

accounted for on an accrual basis. The Group has prepared its financial

statements on a going concern basis. During the reporting period, the

Group had a result of EUR 0.3 million positive, representing an

improvement of EUR 1.1 million compared to 2024 (2024: result of EUR 0.8

million negative). On 31 December 2025, cash and cash equivalents are

EUR 3.7 million positive (31 December 2024: EUR 2.7 million), which

increase is attributable to improved operational cash flows of EUR 1.1

million positive in 2025 (2024: EUR 0.1 million positive). The Group

maintains sufficient financial resources to continue operating as a going

concern.

Changes in accounting policies effective as from 1 January 2025

Amendments to	Description	Expected impact
IAS 21 The Effects of Changes in	The amendments clarify when	The amendments
Foreign Exchange Rates: Lack of	and how to determine whether a	have no impact on
Exchangeability	currency is exchangeable into	the Group.
	another currency. Additional
	disclosures need to be made.

See note 22 for amendments in IFRS Accounting Standards and

interpretations that became effective after the financial year 2025.

Ease2pay N.V.

Consolidated financial statements

2025

2.3 Basis of consolidation

The consolidated financial statements include the accounts of the parent

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 13 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. 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 that may be subject to the compliance to

covenants on the reporting date for borrowings with an contractual end-

date of more than twelve months after the reporting date.

The Group classifies all other liabilities as non-current. Deferred tax assets

and liabilities are classified as non-current assets and/or 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.

Ease2pay N.V.

Consolidated financial statements

2025

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 exposures

for the financial assets. The Group holds only financial assets with a short

lifetime, such as 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) and is recognised within other

operating expenses (if any).

Applying the simplified approach, 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.

Ease2pay N.V.

Consolidated financial statements

2025

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.

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 operating profit or loss for the

effects of transactions of a non-cash nature, any deferrals or accruals 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, if any.

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, if any.

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. Changes in accounting judgements and estimates are reflected in

the statement of profit or loss and/or statement of financial position, when

they occur.

3.1 Judgements

Consolidation of Stichting Beheer Derdengelden Ease2pay

The Group considered that its influence (see note 13) in Stichting Beheer

Derdengelden Ease2pay results in control (see note 2.4) and therefore the

financial information of this entity is consolidated in these consolidated

financial statements.

Principal versus agent for revenue out of settlement fees

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, see note 4.1.

Ease2pay N.V.

Consolidated financial statements

2025

3.2 Estimates

Impairment test of goodwill and non-current assets

On an annual basis, the group tests whether goodwill together with other

non-current assets of cash-generating units is subject to any impairment.

For the reporting year, 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 and a forecasting a five-year or

shorter period. See note 10 for further details on these assumptions and

estimates.

Measurement of the platform

The Group assesses the measurement of the platform based on historical

cost less amortisations and impairments, if applicable, by estimating the

expected future earning capacity. See note 11 for the measurement of

these intangible assets.

Useful life customer relationships

The Group reviews the estimated expected useful lives of intangible assets

and property, plant and equipment least annually. See note 11 for the

measurement of these intangible assets.

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. Given the Group's loss-making history, it carefully evaluates

evidence to recognise deferred tax assets against potential future profits.

See note 9.3 for the measurement of deferred tax assets.

4 Revenue and segment information

4.1 Material 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.

Platform revenues comprise two fee types:

- 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 other services amongst other add-

ons to the platform to provide additional and/or specific services to

customers and limited power volumes to customers via its public

connectors; these performance obligations are satisfied over time. In case

Ease2pay N.V.

Consolidated financial statements

2025

the Group sells any hardware or connectors to customers enabling them to

use the services of the platform, these are performance obligations

satisfied at a point in time.

Revenue is measured net of discounts, value added tax and other sales-

related taxes. There are no significant financing components in the

contracts with customers.

The Group has contracts with financial institutions that provide services to

enable payment processing, for which payment network fees are charged.

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 accepted by the customers. 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 and recognises all these costs in its cost of revenue. The

Group controls the full payment service and acts as principal for these

services.

4.2 Revenue

EUR'000	2025	2024
Settlement fees	2,255	1,821
Processing fees	1,456	877
Platform revenue	3,711	2,698
Other services (performance obligationssatisfied over time)	184	177
Other revenue (performance obligations	1	11
satisfied at a point-in-time)
	3,896	2,886

4.3 Segment information

The basis of 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 services and

are identified as one reporting segment. The CODM also assesses the

performance of the Group on the basis of the whole 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 accounting

policies 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 CODM assesses the operational costs

that affect directly the Group’s revenue:

EUR'000	2025	2024
Cost of revenue	-1,275	-1,129
Employee benefits	-1,039	-1,083
Other operating expenses	-589	-628
Operating costs excluding depreciation andamortisation expenses	-2,903	-2,840
Revenue	3,896	2,886
Depreciation and amortisation expenses	-1,080	-954
Interest revenue	53	105
Income tax income	322	-
Profit or loss(-) for the year	288	-803

Revenues of approximately EUR 1.7 million for the financial year (2024:

EUR 1.3 million) are derived from a single external customer.

Ease2pay N.V.

Consolidated financial statements

2025

5 Cost of revenue

See note 2.2 for the relevant accounting policy.

Cost of revenue are as follows:

EUR'000	2025	2024
Software expenses	503	690
Payment transactions	657	376
Power purchases	114	57
Purchases of hardware	1	6
	1,275	1,129

Payment transactions and external software development include cost of

financial institutions and related software development costs to process the

transactions. Purchases of hardware mainly include costs for new,

expanding and replacing existing connectors that are sold to customers.

6 Employee benefits

Material 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.

Employee expenses

EUR'000	2025	2024
Wages and salaries	848	866
Social security contributions	144	141
Pension contribution payments	13	11
Other employee expenses	49	77
Government grants	-15	-12
	1,039	1,083

Other employee benefits include expenses of external business

development staff. The Group received government grants related to

employee activities in the amount of EUR 15 thousand (2024: EUR 12

thousand).

Workforce

The average number of full-time equivalents people employed is

summarised below.

Average number of FTEs	2025	2024
Management	2.0	2.0
Platform and administrative	11.0	11.3
	13.0	13.3

All employees are employed in the Netherlands.

7 Other operating expenses

See note 2.2 for the relevant accounting policy.

EUR'000	2025	2024
Advisory and consultancy expenses	341	318
Other expenses	248	310
	589	628

See note 26 Other expenses in the company financial statements for the

disclosure of the remuneration of independent auditors.

Ease2pay N.V.

Consolidated financial statements

2025

8 Finance income and expenses

See note 2.8 for the relevant accounting policy.

EUR'000	2025	2024
Interest income	53	105
	53	105

9 Income taxes

9.1 Material accounting policy

Tax expense or income recognised in the consolidated financial statement

of profit or loss comprises the total of deferred tax and current tax

expenses or income that are 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, convincing other

evidence exists that sufficient taxable profit will be available to utilise for

the unused tax losses or when compensating related deferred tax liabilities

exist. 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 whether it is probable that

sufficient taxable profits will be available to allow all or part of the asset to

be recovered, if applicable.

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.

9.2 Income tax recognised in profit or loss

EUR'000	2025	2024
Current tax benefits or expenses(-)	-	-
Deferred tax benefits or expenses(-)	322	-
Income tax expense(-) or income	322	-

Reconciliation of the effective income tax rate

A tax rate of 19.0% (2024: 19.0%) is applicable to profits with a threshold up

to EUR 200 thousand (2024: EUR 200 thousand). Profits exceeding this

threshold are subject to a tax rate of 25.8% (2024: 25.8%).

Ease2pay N.V.

Consolidated financial statements

2025

The income tax expense or benefit for the year reconciled to the accounting

loss is as follows:

EUR'000	2025	2024
Loss before income tax	-34	-803
Income tax benefit calculated at applicable Dutch	9	207
income tax rate
Effect of lower tax rate for income up to EUR 200	-2	-14
thousand (2024: EUR 200 thousand)
Unused tax losses eligible for recognition	315	-193
Income tax expense(-) or income	322	-

9.3 Deferred taxes

The changes in deferred taxes are summarised below.

	As at		As at 31 December 2025
EUR'000	1January	Profit	Deferred tax
Asset (+), liabilities (-)	2025	or loss	assets	liabilities
Intangible assets	-301	148	-	-153
Property, plant and equipment	-32	21	-	-11
Unused tax losses	333	153	486	-
	-	322	486	-164
Offsetting	-	-322	-164	164
Deferred tax assets(+) or liabilities (-)			322	-

	As at		As at 31 December 2024
EUR'000	1January	Profit	Deferred tax
Asset (+), liabilities (-)	2024	or loss	assetsliabilities
Intangible assets	-402	101	-	-301
Property, plant and equipment	-61	29	-	-32
Unused tax losses	463	-130	333	-
	-	-	333	-333
Offsetting			-333	333
Deferred tax assets(+) or liabilities (-)	-		-

Expiry period of unrecognised tax losses

Unused tax losses are not recognised due to the loss of the Group in the

year under review and losses in previous years. The Dutch tax losses are

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; however, a longer

period is needed to compensate all losses. The tax losses are summarised

hereafter.

EUR'000	31 December 2025		31 December 2024
	Unused losses	Non-recognised	Unused losses	Non-recognised
		tax asset		tax asset
Unlimited	8,829	2,278	11,834	3,053

10 Goodwill

Material 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'000	2025	2024
As at 1 January
Cost	24,979	24,979
Accumulated impairment losses	-23,766	-23,766
Balance as at 1 January	1,213	1,213
Changes in the year	-	-
Cost	24,979	24,979
Accumulated impairment losses	-23,766	-23,766
Balance as at 31 December	1,213	1,213

Ease2pay N.V.

Consolidated financial statements

2025

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. If applicable, the period used is shortened. 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 one cash generating unit for goodwill assessment

purposes

- 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 unit is based on the cash flow projections

ending in 2026 due to termination of the contract with a customer.

No expected efficiency improvements have been considered, and prices

and wages reflect publicly available forecasts of inflation in the industry

over the forecast 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 rates are shown below.

Discount rate in %	2025	2024
Communication with devices connected	13.1%	13.1%

Results impairment test

The allocation of the carrying amount of goodwill to the cash generating

units is showed hereafter.

EUR'000	2025	2024
Communication with devices connected	1,213	1,213

The value in use of the cash generating unit Communication with devices

connected is EUR 2 million (2024: EUR 3 million) and the carrying amount of

the related assets is EUR 1.6 million (2024: EUR 1.9 million).

Sensitivity

As at 31 December 2025, the cash generating unit Communication with

devices connected has sufficient headroom for possible changes in key

assumptions. As the year 2026 is the last year that cash flow will be

obtained from the cash generating unit Communication with devices

connected, the remaining goodwill will be impaired in that year.

11 Intangible assets

Material accounting policy

Intangible assets represent the payment transaction platform (the

“platform”) that provides relating 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.

Acquired intangible assets 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

Ease2pay N.V.

Consolidated financial statements

2025

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 EUR 643 thousand for research and development

expenses in the year excluding capitalised intangible assets (2024: EUR 516

thousand).

Changes in intangible asset

EUR'000	Platformtechnology	Customerrelationships	Total
As at 1 January 2025
Cost	4,285	1,195	5,480
Accumulated amortisation	-2,445	-498	-2,943
Balance as at 1 January 2025	1,840	697	2,537
Changes in the year
Additions	48	-	48
Amortisation charge	-622	-381	-1,003
	-574	-381	-955
As at 31 December 2025
Cost	4,333	1,195	5,528
Accumulated amortisation	-3,067	-879	-3,946
Balance as at 31 December 2025	1,266	316	1,582
Useful life in years	5 - 10	5
Remaining useful life in years	1 - 5	1

EUR'000	Platformtechnology	Customerrelationships	Total
As at 1 January 2024
Cost	4,159	1,195	5,354
Accumulated amortisation	-1,867	-240	-2,107
Balance as at 1 January 2024	2,292	955	3,247
Changes in the year
Additions	126	-	126
Amortisation charge	-578	-258	-836
	-452	-258	-710
As at 31 December 2024
Cost	4,285	1,195	5,480
Accumulated amortisation	-2,445	-498	-2,943
Balance as at 31 December 2024	1,840	697	2,537
Useful life in years	5 - 10	5
Remaining useful life in years	2 - 6	2

12 Property, plant and equipment

Material 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 determined 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.

Ease2pay N.V.

Consolidated financial statements

2025

Changes in other equipment

EUR'000	2025	2024
As at 1 January
Cost	326	618
Accumulated depreciation	-194	-373
Balance as at 1 January	132	245
Changes in the year
Investments	5
Depreciation charge	-77	-118
	-72	-113
As at 31 December
Cost	261	326
Accumulated depreciation	-201	-194
Balance as at 31 December	60	132
Useful life in years	2 -5	2 - 5

In 2025, the depreciation expenses include an amount of EUR 29 thousand

for early abandonment of charging connectors due to malfunctioning, these

will not be replaced (2024: EUR 58 thousand).

13 Amounts entrused to and liabilities of Stichting Beheer

Derdengelden Ease2pay

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 as an eMandate Service Provider (MSP) and

certified as a Collecting Payment Service Provider (CPSP) for iDEAL.

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

monies of users of the transaction platform to pay for their parking and

fuelling services. The monies safeguarded at the Foundation are readily

available to pay frequent transactions, like parking and fuelling and provide

every involved party a smooth process. 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 expenses (or

income) of the Foundation will be charged (benefit) to Ease2pay B.V.,

consisting of operational expenses of the Foundation or interest expenses

or income. Ease2pay B.V. settles the transactions on behalf of the

Foundation with its counterparties.

The Group has concluded, in accordance with the consolidation

requirements (see note 2.4) that the financial information of the

Foundation needs to be consolidated. 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.

See note 2.8 for the material accounting policy of the entrusted and

liabilities amounts.

13.1 Amounts entrusted to Stichting Beheer Derdengelden Ease2pay

Amounts entrusted to and liabilities of Stichting Beheer Derdengelden

Ease2pay are included in the segregated Foundation (see note 3.1).

Amounts entrusted to Stichting Beheer Derdengelden Ease2pay are

amounts received for services offered by the providers of parking and

fuelling services and amounting to EUR 2,707 thousand on 31 December

2025 (31 December 2024: EUR 1,301 thousand).

Ease2pay N.V.

Consolidated financial statements

2025

13.2 Liabilities of Stichting Beheer Derdengelden Ease2pay

The liabilities Stichting Beheer Derdengelden Ease2pay are summarised

below.

EUR'000	As at 31 December	2025	2024
Amounts from users of the platform to be used to pay		567	440
parking and fuel providers (EGI credits)
Amounts payable to providers of parking services or		2,137	854
fuel (merchants)
		2,704	1,294

The difference of EUR 3 thousand between the Amounts entrusted to and

Liabilities of Stichting Beheer Derdengelden Ease2pay relates to an

outstanding receivable for services of Ease2pay B.V.

14 Trade and other receivables

Receivables from end-users (in which the Foundation is not involved) and

their corresponding merchant liabilities are not recognised in the statement

of financial position, as the Group acts as agent in this respect. See note 2.8

for the material accounting policy.

EUR'000	As at 31 December	2025	2024
Trade receivables		44	18
Receivables outstanding for merchants		5	-
Amounts to be invoiced		267	193
Other receivables and accruals		129	68
Balance as at 31 December		445	279

The aging of the trade receivable is shown below.

As at 31 December 2025	Gross	Credit loss	Carrying
EUR'000	amount	allowance	amount
Not past due	41	-	41
0 to 30 days	3	-	3
30 to 60 days	-	-	-
More than 60 days	5	-5	-
	49	-5	44

As at 31 December 2024	Gross	Credit loss	Carrying
EUR'000	amount	allowance	amount
Not past due	11	-	11
0 to 30 days	5	-	5
30 to 60 days	4	-2	2
More than 60 days	9	-9	-
	29	-11	18

The credit risk of the trade receivables is limited for the parking and fuelling

payment processing, as most receivables are paid from the amounts

entrusted to Stichting Beheer Derdengelden Ease2pay of the foundation.

The movement of the credit loss allowance is summarised below.

EUR'000	2025	2024
Balance as at 1 January	11	5
Additions	1	6
Used	-3	-
Releases	-4	-
Balance as at 31 December	5	11

15 Cash and cash equivalents

See note 2.8 for the material accounting policy.

On 31 December 2025, the cash and cash equivalents amounting to

EUR 3,695 thousand (31 December 2024: EUR 2,672 thousand) are available

to the Group without any restrictions (31 December 2024: no restrictions).

The Group receives an interest rate of €STR less 1,25% on its cash balances

(31 December 2024: 1.25%). Note 19 sets out the credit risk of the

counterparties with regard to the amounts of cash and cash equivalents.

Ease2pay N.V.

Consolidated financial statements

2025

16 Equity

16.1 Equity

Material 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.

Equity in the year

On 31 December 2025, the authorised share capital of EUR 11.0 million

(31 December 2024: EUR 11.0 million) is divided into 110 million ordinary

shares with a par value of EUR 0.10 (31 December 2024: 110 million

ordinary shares with a par value of EUR 0.10). On 31 December 2025, the

Company had issued 23,542 thousand shares, no changes occurred in the

number of issued shares in the financial year (2024: no changes).

See the consolidated statement of changes in equity for changes in the

equity components in the year and note 30.3 Changes in the year of the

company financial statements for the changes in equity in the year.

16.2 Basic and diluted earnings per share

The earnings per share is based on the weighted average number of shares.

For the year ended 31 December	2025	2024
Balance on 1 January (in thousand shares)	23,542	23,542
Weighted average number of shares (in thousand shares)	23,542	23,542
Profit or loss after tax attributable to shareholders (in EUR'000)	288	-803
Basic and diluted earnings per share (in EUR)	0.01	-0.03

16.3 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 6.8 million on 31 December 2025 (31 December

2025: EUR 6.5). 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.

17 Trade and other liabilities

Liabilities to merchants (in which the Foundation is not involved) and their

corresponding receivables from end-users are not recognised in the

statement of financial position, as the Group acts as agent in this respect.

See note 2.8 for the material accounting policy.

EUR'000	2025	2024
Trade payables	47	36
Wage and value added taxes payable	99	95
Other liabilities	365	188
Total	511	319

Ease2pay N.V.

Consolidated financial statements

2025

18 Contingencies

18.1 Short-term leases

Material 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 can be terminated monthly by both

lessor and lessee. In 2025, the Group included EUR 36 thousand for short-

term lease expenses in the other operational expenses in the consolidated

statement of profit or loss (31 December 2024: EUR 51 thousand). On

31 December 2025, the Group’s short-lease commitment was EUR 3

thousand (31 December 2024: EUR 30 thousand)

19 Financial risk management

The Group is exposed to financial instruments that occur or are used in its

business activities. The use of financial instruments exposes 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 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.

19.1 Credit risk

Credit risk is the risk that one counterparty of a financial instrument will

cause a financial loss for the other counterparty 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 other activities are 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, Aa3,

A and Rabobank of A+, Aa2, A+ respectively from Standard & Poors,

Moody's and Fitch. 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 less the liabilities of Stichting Derdengelden Ease2pay

and liabilities to merchants for non-parking and fuelling activities.

19.2 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

Ease2pay N.V.

Consolidated financial statements

2025

that sufficient liquidity is available to meet financial obligations arising from

the Group's activities.

As at 31 December 2025	Carrying	Cash outflows
EUR'000	amount	Total	Less than 6
			months
Liabilities of Stichting Beheer Derdengelden Ease2pay	2,704	2,704	2,704
Trade and other liabilities	511	511	511
Total	3,215	3,215	3,215

As at 31 December 2024	Carrying	Cash outflows
EUR'000	amount	TotalLess than 6
			months
Liabilities of Stichting Beheer Derdengelden Ease2pay	1,294	1,294	1,294
Trade and other liabilities	319	319	319
Total	1,613	1,613	1,613

19.3 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.

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. On 31 December 2025, the Group is not exposed to interest rate risk

for any financial liabilities (31 December 2024: not exposed).

Foreign currency risk

The Group has low foreign currency risk exposure, as a limited number of

transaction platform services outside the Netherlands 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,

amounts entrusted to Stichting Beheer Derdengelden Ease2pay, cash and

cash equivalents, liabilities of Stichting Beheer Derdengelden Ease2pay and

other current liabilities, are reasonable approximations of their fair values.

20 Related party transactions

20.1 Material 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.

20.2 Group companies

The group companies that are included in the consolidation are

summarised hereafter.

		Interest in the group entity
Name and seat	As at 31 December	2025	2024
Ease2pay B.V., Rotterdam, The Netherlands		100%	100%
Ease2platform B.V., Rotterdam, The Netherlands		100%	100%
Ease2pay Holding B.V. (2024: Involtum Holding B.V.),		100%	100%
Rotterdam, The Netherlands
Ease2pay Services B.V. (2024: Involtum Services B.V.),		100%	100%
Rotterdam, The Netherlands
Nomad Power B.V., Rotterdam, The Netherlands		100%	100%
Stichting Beheer Derdengelden Ease2pay, Rotterdam, The		-	-
Netherlands
Yoreon B.V., Rotterdam, The Netherlands		100%	100%

Ease2pay N.V.

Consolidated financial statements

2025

20.3 Management and Supervisory Boards

Management Board

The members of the Management Board are Ease2pay’s key management

personnel. 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.

In EUR'000	2025	2024
Short-term employee benefit, salaries
Mr Jan H.L. Borghuis	89	89
Mr Gijs J. van Lookeren Campagne	89	89
	178	178

The Management Board members are not entitled to pension rights. In the

year, no loans were provided to the Management Board members (2024:

no loans).

Supervisory Board

In 2025 and 2024, 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.

In EUR'000	2025	2024
Ms Manuela N.D. Melis	12	12
Ms Marijke A.J. Terpstra	12	12
Mr Heini C.A.M. Withagen	12	12
Mr Tom M. de Witte	15	15
	51	51

21 Subsequent events

In the beginning of 2026, the Group entered into a new office rent for a

twelve-month period for an amount of EUR 56 thousand for the whole

lease period, starting as per 1 April 2026.

22 New and/or amended IFRS Accounting Standards and/or

interpretations issued but not yet effective

The standards and interpretations that are issued and/or amended, 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.

Changes in IFRS Accounting Standards endorsed by the European Union

New standards or		Expected impact
amendments to	Description	and effective date
Contracts Referencing	Amendments to IFRS 9 Financial	The Group expects no
Nature-dependent	Instruments to facilitate power purchase	impact.
Electricity Amendments	agreements and classify these as regular	Effective date:
to IFRS 9 and IFRS 7	purchase contracts. Additional	1 January 2026
	disclosures are required in IFRS 7
	Financial Instruments: Disclosures.
Amendments to the	The amendments clarify the recognition	The Group expects no
Classification and	and derecognition date in certain cases,	impact.
Measurement of	provide additional guidance on the	Effective date:
Financial Instruments	payments of principal and interest	1 January 2026
(Amendments to IFRS 9	criteria, and introduce updated
and IFRS 7)	disclosure requirements.
Annual Improvements	These improvements clarify guidance	The Group expects no
Volume 11	and wording in some IFRS Accounting	impact.
	Standards, amongst others for financial	Effective date:
	instruments.	1 January 2026

Ease2pay N.V.

Consolidated financial statements

2025

New standards oramendments to	Description	Expected impactand effective date
IFRS 18 Presentation andDisclosure in FinancialStatements (IFRS 18)	IFRS 18 replaces IAS 1 Presentation ofFinancial Statements, it introduces newrequirements for presentation within thestatement of profit or loss, includingspecified totals and subtotals. IFRS 18requiresclassifying income and expensesinto the categories: operating, investing,financing, income taxes and discontinuedoperations. IFRS 18requires disclosure ofmanagement-defined performancemeasures.IFRS 18 also requires some adjustmentsto other standards.	The Group assessesthe impact of IFRS 18on its primaryfinancial statementsand the notes to thefinancial statements.Effective date:1 January 2027

Changes in IFRS Accounting Standards not endorsed by the European

Union

New standards or		Expected impact
amendments to	Description	and effective date
IFRS 19 Subsidiaries	IFRS 19 allows eligible entities to elect to	The Group’s is not
without Public	apply its reduced disclosure	eligible to applyIFRS
Accountability:	requirements while still applying the	19.
Disclosures (IFRS 19) and	recognition, measurement and	Effective date:
amendments to IFRS 19	presentation requirements in other IFRS	1 January 2027
	Accounting Standards. In 2025
	amendments to IFRS 19 are published
Amendments to IAS 21	The amendments clarify how entities	Not applicable for
The Effects of Changes in	should translate financial statements into	the Group
Foreign Exchange Rates:	a presentation currency of a	Effective date:
Translation to a	hyperinflationary economy.	1 January 2027
Hyperinflationary
Presentation Currency

Ease2pay N.V.

mpany

financial statements

2025

The accompanying notes form an integral part of these company financial statements.

Company financial statements 2025

Company statement of profit or loss

For the financial year ended 31 December

EUR'000	Note	2025	2024
Other income	24	246	251
Total operating income		246	251
Wages and salaries	25	-146	-146
Social security and pension contributions	25	-32	-32
Other expenses	26	-544	-472
Total operating expenses		-722	-650
Operating result		-476	-399
Interest income		200	302
Result group companies	27	564	-706
Profit or loss before tax		288	-803
Income tax expense		-	-
Result after tax		288	-803

Company statement of financial position

Before appropriation of result as at 31 December

EUR'000	Note	2025	2024
Non-current assets
Non-current financial assets	27	3,793	3,912
Total non-current assets		3,793	3,912
Current assets
Other receivables	28	55	49
Cash	29	3,153	2,666
Total current assets		3,208	2,715
Total assets		7,001	6,627
Equity and liabilities
Equity	30
Share capital		2,354	2,354
Share premium		37,057	37,057
Legal reserve		130	126
Accumulated losses		-33,020	-32,213
Profit or loss for the year		288	-803
Total equity		6,809	6,521
Current liabilities
Trade and other liabilities	31	192	106
Total current liabilities		192	106
Total equity and liabilities		7,001	6,627

Ease2pay N.V.

mpany

financial statements

2025

Notes to the Company financial statements

23 Material 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).

23.1 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 DCC.

Based on Section 362(8), Part 9 of Book 2 of the DCC, the consolidated

financial statements have been prepared in accordance with the IFRS

Accounting Standards as adopted by the European Union (EU-IFRS) and

with Part 9 of Book 2 of the DCC. These accounting principles are disclosed

in the notes to the consolidated financial statements, unless stated

otherwise in these company statements.

All amounts in these explanatory notes are stated in thousands of euros

(‘EUR’), unless stated otherwise.

24 Other income

Other income amounting to EUR 246 thousand (2024: EUR 251 thousand)

relates to activities provided to other group companies.

25 Personnel expenses

EUR'000	2025	2024
Wages and salaries	146	146
Social security contributions	32	32
Pensions contributions	-	-
	178	178
Average number of employees	2	2

All employees are employed in the Netherlands. See note 20.3 of the

consolidated financial statements for the remunerations of the

Management and Supervisory Boards.

26 Other expenses

The other expenses are specified hereafter.

EUR'000	2025	2024
Advisory and consultancy expenses	334	258
Other expenses	210	214
Other operating expenses	544	472

Independent auditor remuneration

In accordance with Section 382a, Part 9 of Book 2 of the DCC, the aggregate

fees by the Company’s independent auditor of services in the Netherlands,

EY Accountants B.V., are summarised below. These fees relate to the audit

of the 2025 financial statements (and 2024 for the comparable year),

regardless of whether the work was performed during the financial year.

EUR'000	2025	2024
Audit of the financial statements	228	213
Other audit services	-	-
Tax services	-	-
Non-audit services	-	-
Total	228	213

Fees for audit services include the audit of the financial statements of the

Company and its group companies.

Ease2pay N.V.

mpany

financial statements

2025

27 Non-current financial assets

Material accounting policies

Investments in group companies

Investments in group companies are measured using the equity method.

The carrying amounts are based on the measurement of assets and

liabilities and profit or loss is 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 a receivable on the

group company and/or an obligation for its liabilities. 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 and amounts due from and or to group companies

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, if any. 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'000	Investments ingroup companies	Loans due fromgroup companies	Total
As at 1 January 2025	2,500	1,412	3,912
Additions	-	1,024	1,024
Repayments	-188	-1,695	-1,883
Interest accrued	-	176	176
Result for the year	814	-250	564
As at 31 December 2025	3,126	667	3,793

EUR'000	Investments ingroup companies	Loans due fromgroup companies	Total
As at 1 January 2024	2,592	2,334	4,926
Additions	-	113	113
Repayments	-	-619	-619
Interest accrued	-	198	198
Result for the year	-92	-614	-706
At 31 December 2024	2,500	1,412	3,912

The loans due from group companies bears an interest of 4.7% per annum

based on 3-month Euribor rate as per 1 January of the year plus a margin of

2.0% (interest rate in 2024: 5.9%), no securities are provided, and the term

of the loans are undefined (2024: no securities term was undefined).

It is estimated that some EUR 0.3 million of the loans due from group

companies will be repaid within one year, depending on the operational

results of the group companies. See note 20.2 for the Company’s group

companies

28 Other receivables

EUR'000	2025	2024
Taxes and social security contributions	18	30
Other receivables and accruals	37	19
Total	55	49

All receivables fall due within one year.

29 Cash

The cash and cash equivalents amounting to EUR 3,153 thousand

(31 December 2024: EUR 2,666 thousand) were available to the Company

without any restrictions (31 December 2024: without any restrictions). The

Company receives an interest rate of €STR less 1,25% on its cash balances

(31 December 2024: €STR less 1,25%).

Ease2pay N.V.

mpany

financial statements

2025

30 Equity

30.1 Issued capital

Share capital

On 31 December 2025, the authorised share capital of EUR 11.0 million

(31 December 2024: EUR 11.0 million) is divided into 110 million ordinary

shares with a par value of EUR 0.10 (31 December 2024: 110 million

ordinary shares with a par value of EUR 0.10). On 31 December 2025, the

Company had issued 23,542 thousand shares, no changes occurred in the

number of issued shares in the financial year (2024: no changes).

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.

Legal reserve

The legal reserve is included for the capitalised development costs as

required in DCC.

30.2 Accumulated losses

Accumulated losses are related to past net losses allocated to equity.

30.3 Changes in the year

	Share	Share	Legal	Accumulat-	Result for	Total
EUR'000	capital	premium	reserve	ed losses	the year	equity
As at 1 January 2025	2,354	37,057	126	-32,213	-803	6,521
Result for the year	-	-	-	-	288	288
Loss appropriation	-	-	-	-803	803	-
Other changes	-	-	4	-4	-	-
As at 31 December 2025	2,354	37,057	130	-33,020	288	6,809

	Share	Share	Legal	Accumulat-	Result for	Total
EUR'000	capital	premium	reserve	ed losses	the year	equity
As at 1 January 2024	2,354	37,057	-	-30,609	-1,478	7,324
Result for the year	-	-	-	-	-803	-803
Loss appropriation	-	-	-	-1,478	1,478	-
Other changes	-	-	126	-126	-	-
As at 31 December 2024	2,354	37,057	126	-32,213	-803	6,521

30.4 Allocation of result for the year

The profit for the year amounting to EUR 288 thousand, will be deducted

from the retained earnings.

31 Trade and other liabilities

EUR'000	2025	2024
Trade payables	29	7
Other liabilities and accruals	163	99
Total trade and other liabilities	192	106

All liabilities fall due within one year.

32 Contingencies

Fiscal unities

The Company heads the Dutch fiscal unities for corporate income and value

added tax. The Company and its subsidiaries are severally and jointly liable

for the tax payable by the Dutch fiscal unities. See note 9 of the

consolidated financial statements for the notes on income taxes.

Joint and several liability for group companies

The Company has issued a declaration of joint and several liability pursuant

to Section 403(1)(f), Part 9, Book 2 of the DCC its group companies (see

note 20.2 of the consolidated financial statements).

Short-term leases

See note 18.1 of the consolidated financial statements.

Ease2pay N.V.

mpany

financial statements

2025

33 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 16.3 and 19 of the consolidated

financial statements).

Fair value

The carrying amounts of the financial instruments in the company

statement of financial position, including receivables, cash and cash

equivalents and current liabilities, are reasonable approximations of their

fair values the short-term nature of these instruments.

34 Related parties

Related parties of the Group are its key management and its majority

shareholder (see note 20 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, see note

20.2.

Rotterdam, 28 April 2026

Management Board	Supervisory Board,
Jan H.L. Borghuis	Manuela N.D. Melis
Gijs J. van Lookeren Campagne	Marijke A.J. TerpstraHeini C.A.M. WithagenTom M. de Witte

Ease2pay N.V.

Other information

Remuneration report Sections 2:135b and 2:145 sub-section 2 of the

Dutch Civil Code

The remuneration report is drawn up and published in accordance with

the Dutch Civil Code and made available on our corporate investors

website through the following link: Corporate Governance - Ease2pay N.V.

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(4) DCC 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.

Ease2pay N.V.

Independent auditor’s report

To: the shareholders and supervisory board of Ease2pay N.V.

Report on the audit of the financial statements

2025 included in the annual report

Our opinion

We have audited the accompanying financial statements for the financial year

ended 2025 of Ease2pay N.V. based in Rotterdam, Netherlands. The financial

statements comprise the consolidated financial statements and the company

financial statements.

In our opinion:

• The consolidated financial statements give a true and fair view of the financial

position of Ease2pay N.V. as at 31 December 2025 and of its result and its cash

flows for 2025 in accordance with IFRS Accounting Standards as adopted in the

European Union (IFRS Accounting Standards) and with Part 9 of Book 2 of the

Dutch Civil Code

• The company financial statements give a true and fair view of the financial

position of Ease2pay N.V. as at 31 December 2025 and of its result for 2025 in

accordance with Part 9 of Book 2 of the Dutch Civil Code

The consolidated financial statements comprise:

• The consolidated statement of financial position as at 31 December 2025

• The following statements for the financial year ended 31 December 2025: the

consolidated statements of profit or loss and other comprehensive income,

changes in equity and cash flows

• The notes comprising material accounting policy information and other

explanatory information

The company financial statements comprise:

• The company statement of financial position as at 31 December 2025

• The company statement of profit or loss account for the financial year ended

31 December 2025

• The notes comprising a summary of the accounting policies and other

explanatory information

Basis for our opinion

We conducted our audit in accordance with Dutch law, including the Dutch

Standards on Auditing. Our responsibilities under those standards are further

described in the Our responsibilities for the audit of the financial statements

section of our report.

We are independent of Ease2pay N.V. in accordance with the EU 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 assurance-opdrachten

(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 for Professional Accountants).

We believe the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our opinion.

Information in support of our opinion

We designed our audit procedures in the context of our audit of the financial

statements as a whole and in forming our opinion thereon. The following

information in support of our opinion and any findings were addressed in this

context, and we do not provide a separate opinion or conclusion on these matters.

Ease2pay N.V.

Independent auditor’s report

Our understanding of the business

Ease2pay N.V. (hereinafter: the company, and together with its consolidated

subsidiaries, the group or Ease2pay) offers payment services focusing on the

mobility sector through its self-service platform (book-stay-use-pay platform), as

well as Internet of Things (IoT) technology to communicate with connected devices

such as chargers, laundry machines (Miele Appwash), and electricity and water

supply connection points in the public domain (Ease2pay Services and Nomad

Power). Ease2pay’s principal geographic market is the Netherlands, although

services are also provided in other European countries.

We determined materiality and identified and assessed the risks of material

misstatement of the financial statements, whether due to fraud or error in order to

design audit procedures responsive to those risks and to obtain audit evidence that

is sufficient and appropriate to provide a basis for our opinion.

Materiality

Materiality	€ 117,000 (2024: € 86,500)
Benchmark applied	Approximately 3% of revenue for the year ended 31December 2025
Explanation	Based on our professional judgment, we have identifiedrevenue as a key performance indicator for users of thefinancial statements.We considered Ease2pay's strategy to increasetransaction volumes and to continue its growth inrevenue as the company establishes its position in themarket for future profitability.We determined materiality consistent with priorfinancial year.

We have also taken into account misstatements and/or possible misstatements that

in our opinion are material for the users of the financial statements for qualitative

reasons.

We agreed with the supervisory board that misstatements in excess of € 5,000,

which are identified during the audit, would be reported to them, as well as smaller

misstatements that in our view must be reported on qualitative grounds.

Scope of the group audit

Ease2pay N.V. is the holding company of a group of entities and consolidates

Stichting Beheer Derdengelden Ease2pay that safeguards the amounts received

upfront from users of Ease2pay’s platform. The financial information of this group is

included in the financial statements.

We are responsible for planning and performing the group audit to obtain sufficient

appropriate audit evidence regarding the financial information of the entities or

business units within the group as a basis for forming an opinion on the financial

statements. We are also responsible for the direction, supervision, review and

evaluation of the audit work performed for purposes of the group audit. We bear

the full responsibility for the auditor’s report.

Based on our understanding of the group and its environment, the applicable

financial framework and the group’s system of internal control, we identified and

assessed risks of material misstatement of the financial statements and the

significant accounts and disclosures. Based on this risk assessment, we determined

the nature, timing and extent of audit work performed, including the entities or

business units within the group (components) at which to perform audit work. For

this determination we considered the nature of the relevant events and conditions

underlying the identified risks of material misstatements for the financial

statements, the association of these risks to components and the materiality or

financial size of the components relative to the group.

Ease2pay N.V.

Independent auditor’s report

As the processes of the group are centralized and all transactions are initiated,

recorded, processed and reported on central level, we performed the audit work

centrally ourselves for all components of the group, including Stichting Beheer

Derdengelden Ease2pay.

This resulted in a coverage of 100% of the loss before income tax, 100% of revenue

and 100% of total assets.

By performing the audit work mentioned above at the entities or business units

within the group, together with additional work at group level, we have been able

to obtain sufficient and appropriate audit evidence about the group’s financial

information to provide an opinion on the financial statements.

Teaming and use of specialists

We ensured that the audit team included the appropriate skills and competences

which are needed for the audit of a listed client in the payment services and IoT

industry. We included specialists in the areas of IT audit and income tax.

Our focus on fraud and non-compliance with laws and regulations

Our responsibility

Although we are not responsible for preventing fraud or non-compliance and we

cannot be expected to detect non-compliance with all laws and regulations, it is our

responsibility to obtain reasonable assurance that the financial statements, taken

as a whole, are free from material misstatement, whether caused by fraud or error.

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 override of internal control.

Our audit response related to 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 the

company and its environment and the components of the system of internal

control, including the risk assessment process and the management board’s process

for responding to the risks of fraud and monitoring the system of internal control

and how the supervisory board exercises oversight, as well as the outcomes.

We refer to section Risk and governance of the Report of the management board

for the management board’s risk assessment after consideration of potential fraud

risks.

We evaluated the design and relevant aspects of the system of internal control and

in particular the fraud risk assessment, as well as Ease2pay’s code of conduct and

whistle blower policy. We evaluated the design and the implementation and, where

considered appropriate, tested the operating effectiveness, of internal controls

designed to mitigate fraud risks.

As part of our process of identifying fraud risks, we evaluated fraud risk factors with

respect to financial reporting fraud, misappropriation of assets and bribery and

corruption. We specifically considered fraud risk factors due to the size of the

company that limits the segregation of duties, including the segregation of

management and duties between the company and Stichting Beheer Derdengelden

Ease2pay. We evaluated whether these factors indicate that a risk of material

misstatement due to fraud is present.

We incorporated elements of unpredictability in our audit. We also considered the

outcome of our other audit procedures and evaluated whether any findings were

indicative of fraud or non-compliance.

We addressed the risks related to management override of controls, as this risk is

present in all organizations. For these risks we have, among other things, performed

procedures to evaluate whether the selection and application of accounting policies

by the company, particularly those relating to subjective measurements and

complex transactions, as disclosed in Note 3 “Significant accounting judgments and

estimates” to the consolidated financial statements, may be indicative to fraudulent

financial reporting.

Ease2pay N.V.

Independent auditor’s report

We have also used data analysis to identify and address high-risk journal entries

and other adjustments made in the financial reporting process. We evaluated the

business rationale (or the lack thereof) of significant extraordinary transactions,

including those with related parties. We specifically verified that transactions with

related parties were limited to the disclosed remuneration of members of the

management board and supervisory board.

Additionally, we evaluated the estimates used in the Impairment test of goodwill,

the platform and customer relationships (intangible assets) for management bias

that may represent a risk of material misstatement due to fraud. Reference is made

to our key audit matter Valuation of goodwill and intangible assets.

In addition to the risks relating to management override of controls, when

identifying and assessing fraud risks, we presumed that there are risks of fraud in

revenue recognition. We considered fraud risk schemes involving management

override of controls to record revenues for services that were not (yet) performed

as well as embezzlement of cash received by Stichting Beheer Derdengelden

Ease2pay instead of recording a liability towards future performance obligations.

We refer to our key audit matter Internal control and revenue recognition.

We considered available information and made enquiries of the management board

and the supervisory board.

The fraud risks we identified, enquiries and other available information did not lead

to specific indications for fraud or suspected fraud potentially materially impacting

the view of the financial statements.

Our audit response related to risks of non-compliance with laws and regulations

We performed appropriate audit procedures regarding compliance with the

provisions of those laws and regulations that have a direct effect on the

determination of material amounts and disclosures in the financial statements.

Furthermore, we assessed factors related to the risks of non-compliance with laws

and regulations that could reasonably be expected to have a material effect on the

financial statements from our general industry experience, through discussions with

the management board, reading minutes, and performing substantive tests of

details of classes of transactions, account balances or disclosures.

We have been informed by the management board that there was no

correspondence with regulatory authorities and we remained alert to any indication

of (suspected) non-compliance throughout the audit. Finally, we obtained written

representations that all known instances of non-compliance with laws and

regulations have been disclosed to us.

Our audit response related to going concern

The management board made a specific assessment of the company’s ability to

continue as a going concern and to continue its operations for the foreseeable

future. As disclosed in Note 2.2 to the consolidated financial statements, the

company has a history of loss-making years, albeit with positive cash flows from

operating activities, and as discussed under Outlook in the Report of the

management board, the group’s partnership with Miele Operations & Payment

Solutions GmbH (Miele Appwash) ends in October 2026. The financial statements

have been prepared on a going concern basis.

We discussed and evaluated the specific assessment with the management board

exercising professional judgment and maintaining professional skepticism. We

considered whether the management board’s going concern assessment, based on

our knowledge and understanding obtained through our audit of the financial

statements or otherwise, contains all relevant events or conditions that may cast

significant doubt on the company’s ability to continue as a going concern. We

focused on the company’s cashflow forecast analysis and how this fits in with the

group’s business plan and available liquidity (funding analysis). 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.

Ease2pay N.V.

Independent auditor’s report

Internal control and revenue recognition

Risk Ease2pay is a relatively small organization with a limited number

of employees responsible for the operations of the IT systems,

payment processing and maintaining the financial reporting

systems. Due to the organization's size, there are currently limited

options for further formalization of processes and procedures.

This limits our ability to obtain sufficient and appropriate audit

evidence from information produced by the company and the

information contained in the accounting records underlying the

financial statements of the group. This highlights the importance

of obtaining information and confirmations from sources external

to the group.

Moreover, segregation of duties is intended to reduce the

opportunities to allow any one person to be in a position to both

perpetrate and conceal errors or fraud, including asset

misappropriation. We did consider that due to the management

board’s direct involvement in operations, there is little

opportunity for fraud involving employees to occur and that it is

unlikely to cause a material misstatement of the financial

statements. However, as mentioned in the Our audit response

related to fraud risks section above, we did identify risks related to

management override of controls and presumed that there are

risks of fraud in revenue recognition.

The combination of limitations to segregation of duties and the

risks of management override of controls, there is a risk that not

all transactions and events that should have been recorded in the

company’s accounting records and its financial statements as well

as a risk related to the integrity of the accounting records. We

considered these risks in particular relevant for transactions

Internal control and revenue recognition

related to revenue as well as the related payments and receipts

for these transactions through Stichting Beheer Derdengelden

Ease2pay.

Given the nature and impact of these risks on our audit approach,

we consider internal control and revenue recognition a key audit

matter.

Our audit

approach

Our audit procedures included obtaining an understanding of the

internal control environment including the evaluation of design

and implementation of controls in the area of automated revenue

recognition of settlement and processing fees in cooperation with

our IT audit team members as well as evaluating the

appropriateness of company’s revenue recognition policies and

procedures in accordance with IFRS 15 Revenue from Contracts

with Customers.

Given the importance of obtaining information and confirmations

from sources external to the group, we applied a data-analytics

driven audit approach using EY Helix Cash Analyzer to revenue and

related payments and receipts, in which we used external banking

data for the year to verify that revenue recognized resulted in cash

receipts and vice versa. Furthermore, we used the EY Helix Cash

Analyzer to reconcile incoming cash receipts which relate to

Ease2pay’s clients and outgoing payments to appropriate

counterparties and their complete and accurate recording in the

accounting records of Stichting Beheer Derdengelden Ease2pay. In

addition, we performed external confirmation procedures over

88% of the revenue recorded.

Ease2pay N.V.

Independent auditor’s report

Internal control and revenue recognition

We also performed testing of revenue related accounts such as

trade and other receivables and we tested whether revenue was

recognized in the correct period (cut-off of revenue between 2025

and 2026) and searched for any credit memos issued after 31

December 2025. We have used data analysis to identify and

address high-risk journal entries, focusing also on revenue

(related) accounts.

Key

observations

Based on our procedures performed, we believe that we have

been able to obtain sufficient and appropriate audit evidence to

provide a basis for our opinion. We have found no indications for

material misstatements of revenues or related payments and

receipts, whether due to fraud or error during our audit.

Valuation of goodwill and intangible assets

Risk Goodwill (1.2 million) and other intangible assets (1.6 million)

together amounted to 28% of the Ease2pay’s total assets as at 31

December 2025.

As disclosed in Note 2.6 to the consolidated financial statements,

goodwill is not subject to amortization and tested at least annually

for impairment. Other intangible assets are tested for impairment

whenever events or changes in circumstances indicate that the

carrying amount may not be recoverable. As disclosed in Notes 3.2

and 10 to the consolidated financial statements, for the 2025

reporting year, the recoverable amount was determined based on

value in use calculations, which require the use of assumptions

about future cash flows, long-term growth rate and discount rate.

Due to the fact that the group’s partnership with Miele Operations

Internal control and revenue recognition

& Payment Solutions GmbH (Miele Appwash) ends in October

2026, the recoverable amount will decrease resulting in a future

impairment of goodwill as well as accelerated amortization of

intangible assets (Customer relationships).

Impairment tests for goodwill are complex and the determination

of impairment of goodwill and intangibles is a key area of

judgment for management and subject to inherent estimation

uncertainty. Given the size of the intangibles and goodwill of

Ease2pay and the subjectivity involved in the judgments made and

the risk of management bias that may represent a risk of material

misstatement due to fraud, we consider this to be a key audit

matter.

Our audit

approach

Our audit procedures included, amongst others, evaluating the

appropriateness of the

Company’s accounting policies related to estimations for

recoverability of assets according to IAS 36 “Impairment of assets”

and IAS 38 “Intangible assets”, and evaluating whether the

accounting policies have been applied consistently or whether

changes, if any, are appropriate in the circumstances.

Our audit procedures further included, amongst others:

• Evaluating management’s process for annual impairment

testing, including the assessment of the value in use of the

related Cash generating units and challenging management’s

assessment of impairment triggers for intangible assets based

on economic and business developments

• Reviewing of the impairment analysis prepared by

management

Ease2pay N.V.

Independent auditor’s report

Internal control and revenue recognition
	• Evaluating the estimates included in the impairment analysis,including the valuation model, the assumptions about futurecash flows in accordance with the company’s detailed five-yearforecast and the assessed impact of the ending partnershipwith Miele Operations & Payment Solutions GmbH in October2026, and the assumptions about long-term growth rate anddiscount rate in accordance with market information.Finally, we evaluated the adequacy of the disclosures to theconsolidated financial statements in accordance with IAS 36 andIAS 38.
Keyobservations	Based on our procedures performed, we concur with themanagement board’s conclusion that there is no impairment ongoodwill or other intangible assets as at 31 December 2025.

Report on other information included in the

annual report

The annual report contains other information in addition to the financial

statements and our auditor’s report thereon

Based on the following procedures performed, we conclude that the other

information:

• Is consistent with the financial statements and does not contain material

misstatements

• Contains the information as required by Part 9 of Book 2 of the Dutch Civil Code

for the management report and the other information as required by Part 9 of

Book 2 of the Dutch Civil Code and as required by Sections 2:135b and

2:145 sub-section 2 of the Dutch Civil Code for the remuneration report.

We have read the other information. Based on our knowledge and understanding

obtained through our audit of the financial statements or otherwise, we have

considered whether the other information contains material misstatements. By

performing these procedures, we comply with the requirements of Part 9 of Book 2

and Section 2:135b sub-Section 7 of the Dutch Civil Code and the Dutch Standard

720. The scope of the procedures performed is substantially less than the scope of

those performed in our audit of the financial statements.

The management board is responsible for the preparation of the other information,

including the management report in accordance with Part 9 of Book 2 of the Dutch

Civil Code and other information required by 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 sub-section 2 of the Dutch Civil Code.

Description of responsibilities regarding the financial

statements

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 IFRS Accounting Standards and Part 9 of

Book 2 of the Dutch Civil Code. Furthermore, the management board is responsible

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 framework mentioned, the management board

should prepare the financial statements using the going concern basis of

Ease2pay N.V.

Independent auditor’s report

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 events and circumstances that may cast significant doubt on

the company’s ability to continue as a going concern in the financial statements.

The supervisory board is responsible for overseeing the company’s financial

reporting process.

Our responsibilities for the audit of the financial statements

Our objective is to plan and perform the audit engagement in a manner that allows

us to obtain sufficient and appropriate audit evidence for our opinion.

Our audit has been performed with a high, but not absolute, level of assurance,

which means we may not detect all material misstatements, whether due to fraud

or error during our audit.

Misstatements can arise from fraud or error and 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 these financial statements. The

materiality affects the nature, timing and extent of our audit procedures and the

evaluation of the effect of identified misstatements on our opinion.

We have exercised professional judgment and have maintained professional

skepticism throughout the audit, in accordance with Dutch Standards on Auditing,

ethical requirements and independence requirements. The Information in support

of our opinion section above includes an informative summary of our

responsibilities and the work performed as the basis for our opinion.

Our audit further included among others:

• Performing audit procedures responsive to the risks identified, and obtaining

audit evidence that is sufficient and appropriate to provide a basis for our

opinion

• 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

• Evaluating the overall presentation, structure and content of the financial

statements, including the disclosures

• Evaluating whether the financial statements represent the underlying

transactions and events in a manner that achieves fair presentation

Communication

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 findings in internal control that we identify during our audit. In this

respect we also submit an additional report to the supervisory board that, as a

whole, performs the duties of an audit committee, 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 safeguards.

From the matters communicated with the supervisory board, we determine the key

audit matters: those matters that were of most significance in the audit of the

financial statements. 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.

Ease2pay N.V.

Independent auditor’s report

Report on other legal and regulatory requirements

and ESEF

Engagement

We were appointed by the general meeting as auditor of Ease2pay N.V. on 21 June

2024, as of the audit for the year 2024 and have operated as statutory auditor ever

since that date.

No prohibited non-audit services

We have not provided prohibited non-audit services as referred to in Article 5(1) of

the EU Regulation on specific requirements regarding statutory audit of public-

interest entities.

European Single Electronic Reporting 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 the 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.

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, ”Assurance-opdrachten 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 company’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:

• 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, has been prepared in accordance with

the technical specifications as included in the RTS on ESEF

• 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.

Amsterdam, 28 April 2026

EY Accountants B.V.

Signed by P. Sira

Ease2pay N.V.

Coolsingel 139

3012 AG Rotterdam, The Netherlands

Website Ease2pay: www.ease2pay.com

Corporate website: https://investor.ease2pay.com/

E-mail: corporate@ease2paynv.com

Dutch Commercial Register under number 16081306