1
2
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
INTRODUCTION*
Ebusco at a glance 3
Key gures 5
Message from the CEO 6
Shareholder Information 8
Strategy 9
MANAGEMENT BOARD REPORT*
Composition of the Management Board 12
Operational review 13
Financial review 16
Outlook 20
Our responsibility 23
Risk Management and Internal Control 32
Management Statement 46
GOVERNANCE
Corporate governance* 49
Composition of the Supervisory Board 56
Report of the Supervisory Board 57
Remuneration report 61
*The chapters marked with a * are part of the report of the Management Board as dened in Title 9, Dutch Civil Code 2.
FINANCIAL STATEMENTS
Consolidated statement of prot or loss and
other comprehensive income 66
Consolidated statement of nancial position 67
Consolidated statement of changes in equity 68
Consolidated statement of cash ows 69
Notes to the consolidated nancial statements 70
COMPANY FINANCIAL STATEMENTS
Company statement of prot or loss 109
Company statement of nancial position 110
Notes to the company nancial statements 111
OTHER INFORMATION
Provisions of the Articles of Association
relating to prot appropriation 118
Independent auditor’s report 119
Four year overview 126
Non-IFRS measures 127
Organisation Ebusco 131
CONTENT
2
ANNUAL REPORT EBUSCO 2021
3 3
EBUSCO – MADE TO MOVE
Ebusco is a developer, manufacturer, and distributor of zero-emission buses and
charging systems as well as a supplier of ancillary products and services to the
electric vehicle ecosystem. As an innovative frontrunner in the development of
electric buses, Ebusco contributes to a better living environment by driving the
transition to zero-emission public transportation.
Ebusco’s buses currently operate in multiple coun-
tries in Europe, including in major cities such as
Amsterdam, Frankfurt and Munich. Ebusco was
founded in 2012 and had a workforce of almost 340
employees as at 31 December 2021. The company
is headquartered in Deurne, the Netherlands and
has, next to its production facilities in Deurne, a
third-party facility in Xiamen, China.
Ebusco has a global expansion roadmap and growth
strategy in place to capture opportunities across
geographies.
Since 22 October 2021 Ebusco is listed on Euronext
Amsterdam.
There are Ebusco buses on the road in the Nether-
lands, Belgium, France, Germany, Norway, Switzer-
land and Denmark and the company intends to ex-
pand its presence in both its existing markets and
beyond, including European countries and North
America.
DELIVERING COMPLETE ECOSYSTEMS
Ebusco’s offering comprises the entire electric vehicle
ecosystem in which its zero-emission buses operate,
including Energy Storage Systems, charging infra
-
structure, depots, service and maintenance and local
energy supply and grid alignment.
Electrical buses
Industry leading EV buses with real-road experience and
game changing new model.
Charging
Complete package with small-sized chargers. Design and
installation of charging infrastructure.
Storage
Energy storage solutions (ESS) and Mobile Energy
Containers (MEC). Local storage of energy to reduce grid
connection.
Grid alignment
Smart charging infrastructure, energy storage and grid
balancing solutions to organise the energy ecosystem of
the future.
After sales
Digital, real-time eet management system. Full-service
or exible maintenance contracts and efcient spare parts
supply chain.
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
*As at 31 December 2021 cumulative
VISION
Driving the transition to
sustainable public transport
MISSION
To contribute to a better environment by enabling
safe,sustainable, emission-free and affordable
transportation ecosystems
FACTS
• OPERATING IN 7 COUNTRIES
• BUSES SUPPLIED >350*
• KILOMETERS DRIVEN >39 MILLION*
• KILOGRAMS OF CO
2
SAVED >35 MILLION*
4 4
AN INDUSTRY PIONEER
Ebusco, founded nearly a decade ago on the strong
belief that electric transport is the future, is an in-
dustry pioneer with a distinct rst mover advantage.
Its rst bus in 2013, the Ebusco 1.0, was a proof-
of-concept which played a vital role in testing and
further development to arrive at the Ebusco 2.0. As
a result of continued advancements in technology
and production capabilities, the product portfo-
lio of Ebusco further evolved. The Ebusco 2.2 was
released in 2017. It was the rst bus with a body and
chassis made of high strength stainless steel, re-
sulting in signicant weight reduction, and boasted
a single-charge range of up to 350 kilometres while
carrying 90 passengers.
2010 2012 2013 2014 2016 2018 2019 2020 2021
Laying the
foundation
for Ebusco
Peter Bijvelds
initiates EV
work
1st European
type approval
for electric
buses
Ebusco
formally
founded
In Helsinki,
Finland
First bus on
the road
In the
Ebusco 2.
Capacity of
over 90
passengers
By using
composite
material
Started
lightweight
technology
development
With the
Ebusco 2.2
achieved
Up to 575km
range
First 3.0
prototype
Delivery
Ebusco 3.0
First Ebusco
chargers
delivered
Over 300
buses in
operation
First MEC
prototype
90 PAX
3.0
575KM
3.0
2.2
300KM
ON A SINGLE CHARGE
UP TO 575 KM
WEIGHT REDUCTION
27% LIGHTER
EXTENDED LIFESPAN
25 YEARS
FEWER MOVING PARTS
REDUCED MAINTENANCE
PROPRIETARY
AEROSPACE TECHNOLOGY
SPACIOUS DESIGN
BATTERY TECHNOLOGY
COBALT FREE, RECYCLABILITY
AND REUSABILITY
EBUSCO 3.0
In 2019 Ebusco launched a prototype of its next
generation Ebusco 3.0 bus. The Ebusco 3.0 is a
revolutionary model in the industry and a testament
to Ebusco’s ability to innovate. It has a lightweight
composite body based on aerospace technology.
This composite material is signicantly lighter and
stronger, giving the bus a substantially longer, single-
charge, range of up to 575 kilometres and a longer
estimated average life span. In December 2021, EU
vehicle-type approval was obtained and the rst
Ebusco 3.0 was delivered to the customer in 2021.
The Ebusco 3.0 was awarded with the JEC Compo-
sites Innovation award and the Dutch Automotive
Innovation award in 2021. Ebusco is strongly com-
mitted to staying ahead of the curve and retaining
its technology leadership by continuing to invest in
research and development.
Ebusco currently has the Ebusco 2.2 and the Ebusco
3.0 buses in production.
TIMELINE
EBUSCO 3.0 - GAME CHANGER IN THE INDUSTRY
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
ALL BATTERIES IN
FULLY FLAT FLOOR
IPO
Opening
factory
Deurne
0
350km range
5
KEY FIGURES
5
400
300
200
100
0
2018 2019 2020 2021
NUMBER OF EMPLOYEES AT YEAR-END* ORDERS RECEIVED # BUSESUNDERLYING EBITDA* (IN THOUSANDS OF EURO)REVENUE (IN THOUSANDS OF EURO)
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
100,000
80,000
60,000
40,000
20,000
0
2018 2019 2020 2021
250
200
150
100
50
0
2018 2019 2020 2021
*
including temporary staff
*
This is a non-IFRS measure. For further information about the
non-IFRS measures, and the reasons why we believe they are
important for an understanding of the performance of our company,
please refer to our commentary on non-IFRS measures as of page 127.
30,000
20,000
10,000
0
-10,000
-30,000
2018 2019 2020 2021
-20,000
24,265
99,994
48,924
21,357
27,135
8,775
3,218
(20,546)
339
169
120
63
191
39
102
240
6
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
6
‘ I am proud of
the ongoing
improvements
we are pursuing’
PETER BIJVELDS
FOUNDER CEO
It is with great pleasure to present you with our rst annual report as a listed com-
pany. 2021 was an exciting year for Ebusco. We achieved a number of important
milestones; both in our operations and as an organisation. And by developing and
expanding our business, we are also increasing our impact.
R
ecent developments made even more clear
how much the energy transition is needed, and
we are proud to play our part in this with our
zero-emission buses. I look back on this extraordinary
year with pride, although, next to its many highlights,
the year was also still marked by the consequences of
Covid-19 pandemic.
Major breakthrough moments included gaining EU
road approval for the Ebusco 3.0 and the rst deli
-
very of this revolutionary bus. We built the rst pro-
totype with its lightweight composite body based on
aerospace technology in 2019. And two years later
the bus is already in operation in Munich. This year we
designed and set up our blueprint facility in Deurne
for the production of the Ebusco 3.0. This new factory,
opened by His Majesty King Willem-Alexander of the
Netherlands, will have a production capacity of 500
buses, servicing our need for upscaling. Winning both
the JEC Composites Innovation Award in June and
the Dutch Automotive Innovation Award in September
was a great recognition of how innovative our game
changing Ebusco 3.0 model is.
While rolling out and ramping up our Ebusco 3.0 eet,
we continue to be successful earning a reputation
and building a road track record with our Ebusco 2.2.
We installed a eet of zero-emission buses in the
greater Amsterdam region in the past year, the se-
cond largest eet in Europe. The buses are performing
beyond expectations. I am proud of the ongoing im
-
provements we are pursuing, including with respect
to the battery performance and the weight of the 2.2
bus, highlighting our constant drive for innovation.
We won numerous orders for the Ebusco 2.2 bus in
2021. Noteworthy is the key strategic order we won
just before the end of the year: a major order for 90
buses from the Berliner Verkehrsbetriebe. This so-
lidies our presence in major cities in Germany, a
market with huge potential for us.
It goes without saying that the IPO of Ebusco on
Euronext Amsterdam made last year anything but
ordinary. Our growth story and the drive to transiti-
on to zero-emission transportation resonated well
with the investor community, as evidenced by our
MESSAGE FROM THE CEO
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
7
‘ Ebusco can really have
an impact and live
up to its mission of
contributing to a better
living environment
around the world’
We have seen the order intake and tender activity
increasing since the second half of 2021, and saw
this upward trend accelerating in the rst quarter of
2022. However, supply chain disruptions are likely to
continue into 2022, also due to the current geopo-
litical situation. Nevertheless, based on the current
order book, ongoing tender activity and anticipated
deliveries in 2022, we expect a sharp increase in
revenue in 2022 compared to 2021.
We are committed to delivering on our international
expansion strategy while creating value for all our
stakeholders. We will continue to engage with rele-
vant parties and participate in tender processes in
our target markets. This will go hand in hand with an
upscaling of Ebusco’s manufacturing capabilities.
This past year was also a year of fast growth from
an organisational point of view, with the number of
employees rising from 169 on 1 January to 339 at
year-end. Despite this strong growth, we ensure that
our organisation remains at and decisive while nur-
turing our unique entrepreneurial culture. I am proud
of the passionate drive of our people, committed to
contributing to the objectives we have set as a com-
pany. If it wasn’t for their unrelenting commitment
and hard work, Ebusco would not be where we are
today. And we owe them a huge debt of gratitude for
that.
I also would like to thank our other stakeholders,
business partners and shareholders, both new and
existing, for the trust they place in Ebusco.
successful IPO in a volatile market. Excited by our
international ambitions, we have attracted a strong
and diverse group of shareholders.
The proceeds from the IPO allow us to pursue our
international expansion ambitions and accelerate
growth. The electrication of bus eets has great
momentum, driven by governments and global cli-
mate change goals, treaties and agreements, inclu-
ding at the recent COP26 UN Climate Change Con-
ference in Glasgow, as well as by structural market
factors including the growing population and incre-
asing urbanisation. Being well capitalised allows us
to seize the current opportunities. By executing our
international growth plan, Ebusco can really have an
impact and live up to its mission of contributing to a
better living environment around the world, both now
and in the future.
I am very proud of the whole Ebusco team for these
great achievements. Despite the heavy impact the
pandemic still has on the public transport sector as
reected in the lower order intake in 2020 and the
rst half of 2021, we continued to work hard on exe-
cuting our growth strategy and even accelerated our
innovation programme. The related supply chain dis-
ruptions had a clear impact on the delivery schedule
of our buses, shifting many shipments to 2022. This
is reected in the 2021 results as revenue sharply
declined from €100.0 million in 2020 to €24.3 mil-
lion in 2021. This had a clear impact on the prota-
bility in 2021 and resulted in a negative underlying
EBITDA of €20.5 million.
8 8
SHAREHOLDER INFORMATION
GENERAL
Ebusco Holding N.V. is listed on the ofcial market of Euronext Amsterdam
(EBUS.AS) since 22 October 2021. On 31 December 2021, the number of issued
ordinary Ebusco Holding N.V. shares amounted to 59,039,380.
THE SHARE IN 2021
Highest share price
€31.30
Lowest share price
€21.65
Share price as at 31 December
€27.00
Market Capitalisation as at 31 December
€1.6 billion
MAJOR SHAREHOLDERS
Under the requirements for disclosing control and
participation interests, any holdings in a compa-
ny’s issued share capital of 3% or more must be
reported to the Dutch Authority for the Financial
Markets (AFM). As far as Ebusco is aware and on the
basis of the AFM register of substantial holdings, the
following investors held a holding of 3% or more in
Ebusco on the date of this report.
Shareholders Participation in %
Date of last report
ING Groep N.V. 20.95 October 2021
P.H.A.M. Bijvelds* 35.37 October 2021
Teslin Participaties
Coöperatief U.A.
5.11 October 2021
VDVI B.V. 23.64 October 2021
DIVIDEND POLICY
Ebusco does not intend to declare or pay dividends for
the nancial year ending 31 December 2021 or in the
medium term. The company anticipates that for the
foreseeable future it will retain all its future earnings
for use in the development of its business, its inter
-
national expansion strategy and for general corporate
purposes.
INVESTOR RELATIONS
Ebusco is committed to maintaining an open and
constructive dialogue with its current and potential
shareholders (jointly the Investors) and analysts.
Conversations with investors and analysts, both in
(annual or extraordinary) general meetings and on a
bilateral basis outside of such general meetings (e.g.
investor calls, road shows, broker conferences etc.),
form an integral part of this dialogue.
Ebusco aims to keep the investors and analysts
updated by informing them equally, simultaneously,
clearly and accurately about Ebusco’s strategy,
performance and other matters and developments
that could be relevant to Investors’ decisions either
via meetings, presentations, conference calls etc.
as referred to in best practice provision 4.2.3 of the
Dutch Corporate Governance Code or otherwise. The
company website www.ebusco.com provides rele-
vant information (press releases, nancial data) for
investors.
Ebusco observes a closed period during which no
discussions are held with investors and analysts.
This pertains to a period of 45 calendar days prior to
the publication of the yearly results and 30 calendar
days prior to the publication of half yearly results.
Furthermore the closed period is 10 calendar days
prior to the publication of pre-scheduled trading
updates.
PREVENTION MISUSE OF INSIDER
INFORMATION
Ebusco has rules governing the reporting of trans-
actions involving Ebusco Holding N.V. securities by
its Supervisory Board, Management Board and other
appointed persons, including staff, the management
and a number of permanent advisors. The Insider
Trading Policy is published on the corporate website
www.ebusco.com. Ebusco has also appointed the
corporate secretary as compliance ofcer. The
compliance ofcer is responsible for supervising
compliance with the rules and regulations, and
communication with the AFM.
FINANCIAL CALENDAR 2022
Annual General Meeting
25 May 2022
Half year results 2022
11 August 2022
Q3 trading update
11 October 2022
* The shares are held by Peter Bijvelds Holding Erp B.V., which shares are held by
Stichting Administratiekantoor Peter Bijvelds Holding Erp B.V., for the benet
and account of P.H.A.M. Bijvelds.
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
9 9
STRATEGY
Ebusco is a developer, manufacturer, and distributor of zero-emission buses
and charging systems as well as a supplier of ancillary services to the electric
vehicle ecosystem. It is Ebusco’s mission to contribute to a better environment
by enabling safe, sustainable, emission-free and affordable transportation eco-
systems.
Ebusco’s ambition is to expand its operations world-
wide. Ebusco’s offering of zero-emission buses compri
-
ses the Ebusco 2.2, launched in 2017, and the revolutio-
nary Ebusco 3.0 model. The rst delivery of the Ebusco
3.0 to Stadtwerke Munich took place in December 2021.
Ebusco has a comprehensive international roll-out plan
in place to execute its expansion strategy to rapidly
capture market share in its target markets. The roll-out
plan includes a sales and marketing strategy tailored
for each target market, capital efcient upscaling and
geographic diversication of Ebusco’s manufacturing
capacity. The company’s production set-up in Deurne,
where currently the Ebusco 3.0 is exclusively manufac
-
tured, functions as a blueprint for the capital efcient
production roll-out across multiple geographies.
In addition to its electric bus proposition, Ebusco is
focused on perfecting and expanding its offerings
across the electric vehicle ecosystem in which its ze
-
ro-emission buses operate, including Energy Storage
Systems, charging infrastructure, depots, service and
maintenance and local energy supply and grid align
-
ment. Ebusco also sees longer-term potential to lever-
age its existing technology to seize new opportunities
in adjacent sectors.
The different pillars of Ebusco’s strategy are elaborated
on below.
GLOBAL EXPANSION ROADMAP IN PLACE
TO CAPTURE OPPORTUNITIES ACROSS
GEOGRAPHIES
Ebusco’s comprehensive international roll-out plan
underpins its international expansion strategy. This
strategy includes a well-dened sales and marketing
strategy, tailored for each target market, and capital
efcient upscaling and geographic diversication of
the company’s manufacturing capacity. Furthermore,
it provides for standardisation of processes to war
-
rant reliability, and the required internal systems and
human resources needed for successful execution.
This international roll-out plan is key to the compa
-
ny’s ability to rapidly capture market share in its tar-
get markets. In addition to the European market, the
company’s target markets include North America (the
United States and Canada) and APAC countries Aus
-
tralia, New Zealand, Japan, Singapore as well as the
Gulf Cooperation Council (GCC) regions.
WELL-DEFINED SALES AND MARKETING
STRATEGY TAILORED FOR EACH TARGET
MARKET
When entering new target countries, Ebusco starts
with hiring a well-connected senior sales director
and subsequently the hiring of account managers
and tender support staff.
The company’s sales and marketing strategy aims to
build solid relationships with Public Transport Autho
-
rities (PTAs) and Public Transport Operators (PTOs).
Ebusco engages with PTAs and PTOs by participating
in tender bids, providing customised turnkey solu
-
tions and transferring knowledge to key institutions
and decision-makers to establish itself as a stakehol
-
der in the local public transit system and accelerate
the transition to electric buses in each target market.
Ebusco’s turnkey solutions minimise operational
risk for the customer while maximising reliability,
and helping governments and other public transit
stakeholders achieve their sustainability targets.
Ebusco is committed to robust (after-sales) support,
which is believed to be a strong differentiator in its
value proposition.
CAPITAL EFFICIENT UPSCALING AND
GEOGRAPHIC DIVERSIFICATION OF
ENHANCED MANUFACTURING CAPACITY
Ebusco’s production facility in Deurne will serve as
a blueprint for a capital efcient increase in manu-
facturing capacity across multiple geographies as
contemplated by the international roll-out plan. The
Ebusco 3.0 is currently manufactured and assem-
bled exclusively at the company’s facility in Deurne,
with capacity now quickly ramping up. The rst deli-
veries of Ebusco 3.0 buses to customers took place
in December 2021.
To expand its production of the Ebusco 3.0 buses in,
the international roll-out plan includes a production
framework, consisting of three types of manufac
-
turing and/or assembly facilities. To manufactu-
re the Ebusco 3.0, the company aims to set up at
least one Original Equipment Manufacturer (OEM)
Plant on each continent in which it plans to sell
buses, supported by Complete Knock-Down (CKD)
plants, geographically spread over relevant regi
-
ons where needed. Ebusco will set up Pre-Delivery
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
10
Inspection facilities (PDI) in selected countries to es-
tablish the local presence needed to full local con-
tent requirements and to tailor Ebusco’s services to
local customer requirements.
The production engineering team focuses on desig-
ning and planning the plants and facilities to be built,
and equipment to be installed, in the most efcient
and scalable manner.
RELIABLE PROCESSES, PROCEDURES, IT
SYSTEMS AND HUMAN RESOURCES TO
FACILITATE INTERNATIONAL ROLL-OUT PLAN
Ebusco’s centre of excellence, coordinated from its
head ofce in Deurne, is a systematic initiative to
develop reliable processes and procedures that can
be replicated to ensure processes and procedures are
standardised and effective. The company has also
recently improved, and continues to further develop,
its IT landscape to accommodate the changing ope
-
rational requirements arising from its rapid growth.
To recruit and onboard the adequately skilled personnel
needed to implement the international roll-out, Ebusco
has created a human resources deployment plan.
EXPANSION INTO ADJACENT MARKETS
SERVING THE ELECTRIC VEHICLE
ECOSYSTEM
In addition to bus production, sales and after-sales
support services, Ebusco focuses on expanding its
offerings across the electric vehicle ecosystem in
which its buses operate, including Energy Storage
Systems (ESS), charging infrastructure, depots, af-
ter sales and local energy supply and grid alignment.
Ebusco has developed Mobile Energy Containers.
These containers can be used in hybrid electric
barges, providing a fully green alternative requiring
signicantly less fuel and emitting signicantly less
CO2 than conventional diesel-powered barges.
Ebusco aims to accelerate the development and
commercialisation of new solutions and strengthen
customer relationships to diversify revenue oppor-
tunities from smart charging infrastructure, energy
storage and grid balancing solutions and heavy-du-
ty batteries (for use in shipping vehicles). Ebusco
believes that these initiatives could also be used in
the longer term to position the company to leverage
existing technology to seize new opportunities in ad-
jacent sectors such as coaches, bus rapid transport
and autonomous driving and secure a local partner
to penetrate the Chinese market for buses, ESS and
charging infrastructure.
MEDIUM-TERM OBJECTIVES
Based on the execution of the strategy above Ebus-
co has established the following aspirational opera-
tional and nancial medium-term objectives:
• Manufacturing of over 3,000 zero-emission buses
per year;
• More than €1.5 billion in revenue; and
• An EBITDA margin of more than 35%.
The company is seeking to achieve each of the me-
dium-term objectives towards the end of the medi-
um-term period when it has fully ramped up its in-
ternational roll-out.
Key drivers for the company to achieve its medi-
um-term objectives include (i) ongoing investment
in the strength of its customer relationships, which
is expected to lead to an acceleration of the growth
of orders, (ii) disciplined execution of the company’s
international roll-out plan, (iii) obtaining funding for
capital expenditure anticipated by the company to
fully implement the remainder of its international
expansion strategy, (iv) the use of the the compa-
ny’s operational leverage and scale advantages to
drive margin expansion and (v) further expansion of
the company’s competitive leadership through con-
tinued innovation.
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INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
10
11 11
MANAGEMENT
BOARD REPORT
CONTENT
Composition of the Management Board 12
Operational review 13
Financial review 16
Outlook 20
Our responsibility 23
Risk Management and Internal Control 32
Management Statement 46
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12 12
COMPOSITION OF THE MANAGEMENT BOARD
PETER BIJVELDS (1978)
Founder/CEO – current term expires in 2025
Peter Bijvelds established Ebusco in 2012. Peter Bijvelds has over 20 years of experi-
ence in the automotive sector.
He has in-depth knowledge of the (public) transport market and its constituents,
strong expertise across the full electric bus value chain and a strong track record of
driving growth and innovation in the Company.
PAUL VAN BEERS (1965)
CFO – current term expires in 2023
Paul van Beers is CFO of Ebusco since 2016. He holds various degrees, including
Accountancy, Environmental Accounting and Business Valuation. Before joining
Ebusco, Paul worked in various management positions in the nancial sector, as well
as in the automotive industry.
His experience spans more than 20 years in M&A and corporate nance.
BOB FLEUREN (1978)
COO – current term expires in 2024
Bob Fleuren has experience in leading international operations in large-scale
organisations, including at aerospace company Fokker and the Ministry of Defence.
He became COO at Ebusco in April 2021, after being involved with Ebusco for a num-
ber of years as the founder of Pondus, Ebusco’s subsidiary responsible for developing
the lightweight composite body parts for Ebusco’s zero-emission buses.
Bob Fleuren holds a Major rtd. in Airforce Electronics from the Royal Military Academy
in Breda. Furthermore he holds a Master in Marketing & Supply Chain Management
from the Open University, the Netherlands.
ANNUAL REPORT EBUSCO 2021
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13
ANNUAL REPORT EBUSCO 2021
INTRODUCTION
2021 was an exciting and dynamic year for Ebusco with major milestones achie-
ved in the development, production and commercialisation of our buses. These
included obtaining EU vehicle-type approval for our revolutionary Ebusco 3.0
bus, opening our new production hall in the Dutch municipality of Deurne and
securing numerous new orders for our zero-emission buses across Europe. The
Ebusco buses maintained their excellent track record on the road in 2021 with
a high uptime, clearly beyond expectations and above the industry average. The
IPO on Euronext Amsterdam clearly marked a key milestone in the history of
Ebusco. The proceeds of the listing will allow the company to effectively imple-
ment its international expansion strategy and seize the current momentum of
the rapid electrication of transit bus eets around the globe.
REVENUE AND ORDER BOOK
Global economic conditions became unfavourable in
the course of 2020 due to the outbreak of the corona
-
virus and the resulting pandemic, a situation which
continued in 2021. This led to a signicant drop in
demand for public transport services, which in turn
led to a decrease in tender activities and inherently
fewer orders for new buses in 2020 and the rst half
of 2021. Ebusco produced and shipped fewer buses
compared to 2020, resulting in less revenue in the
year ending on 31 December 2021. In addition, supply
chain disruptions impacted Ebusco’s ability to produ
-
ce and ship its zero-emission buses, leading to delays
in deliveries and higher costs, consequently impac
-
ting performance in 2021. Driven by the strong under-
lying trend and demand for zero-emission solutions,
Ebusco’s order book nevertheless grew considerably
in the course of 2021. Ebusco received orders for 240
buses in 2021.
INNOVATION AND PRODUCT DEVELOPMENT
2021 was an important year in the development of
the next generation Ebusco 3.0. This bus is a real
game changer in the industry with its lightweight
composite body based on aerospace technology.
The composite material is signicantly lighter and
stronger, giving the bus a substantially longer, single
charge range of up to 575 kilometres and a longer
estimated average lifespan. The low energy con-
sumption of the Ebusco 3.0 means in most cases
that intermediate charging during the day is no lon-
ger necessary. This makes a signicant difference in
terms of charging infrastructure costs and charging
time and is also benecial to the battery life.
In November 2021 Ebusco obtained EU vehicle-type
approval for its revolutionary Ebusco 3.0 bus. This
certication means that the Ebusco 3.0 meets all EU
safety, environmental and production requirements
and therefore gets road release and can be registe-
red in all EU member states. After the rst order in
2018, various new orders for the Ebusco 3.0 were
added to the order book in 2021. In December 2021
the rst two Ebusco 3.0 buses were delivered and
put into operation in Munich, Germany.
The Ebusco 3.0 composite body was developed by
an integrated team consisting of engineers with
aerospace expertise from Pondus and Ebusco engi-
neers specialised in designing buses. The team de-
veloped the body using composite bre technology.
The Pondus engineers’ expertise in the aerospace
domain enabled the team to considerably decrease
the weight of the bus’ bodywork, resulting in range
improvement, cost reductions and mass optimisati-
on. To secure the composite and aerospace enginee-
ring capabilities, Ebusco acquired 80% of the shares
in Pondus in 2021, increasing its shareholding to
100%. The acquisition also improves the integration
capabilities relating to the production and assembly
of composite body parts.
The innovative capabilities of the Ebusco 3.0 were
also recognised by international industry experts.
Ebusco-Pondus won the JEC Composites Innovati-
on Award in the category Automotive & Road Trans-
portation - Structural with the Ebusco 3.0 series of
city and regional buses. The Innovation Awards are a
recognition by the worldwide composites industry of
the most innovative composites application. In No-
vember Ebusco also won the prestigious Automotive
Innovation Award in the Netherlands for the revoluti-
onary Ebusco 3.0 bus.
A
s part of Ebusco’s vision to contribute to a better living
environment Ebusco Energy B.V. was formed with the
goal of developing, producing and selling zero-emissi
-
on charging infrastructure and energy storage systems
(ESS). In doing so Ebusco is extending
its
zero-emission
OPERATIONAL REVIEW
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
14
ANNUAL REPORT EBUSCO 2021
offering by producing portable energy storage system
containers for use on inland ships and barges as well
as other potential applications. In January 2022 Ebusco
acquired 40% of the share capital of Zero Emission Ser
-
vices B.V. (ZES), a provider of all-in concepts for emis-
sion-free inland shipping. Ebusco’s solutions can be
perfectly integrated into the ZES concept.
ORDERS AND DELIVERY OF BUSES
In 2021, in addition to 2.2 buses throughout Europe,
Ebusco also delivered the rst Ebusco 3.0 buses.
They were delivered to a German customer, Munich’s
municipal utilities company Stadtwerke Munich.
Close long-standing relationships with its customer
base – mainly Public Transport Authorities (PTAs)
and Public Transport Operators (PTOs) – are cruci-
al for Ebusco. By investing in these relationships,
Ebusco secured multiple repeat orders from existing
customers in 2021, including Nobina and Transdev.
In 2021 Ebusco entered the Danish market with an
order from Nordic public transport operator Nobina
for 13 electric buses to operate in the capital Co-
penhagen. Nobina subsequently placed three repeat
orders for a total of 66 Ebusco 2.2 buses as well as
charging infrastructure for various regions in Den-
mark. The rst order for 13 buses was delivered be-
fore the end of 2021.
In July 2021 Ebusco signed a ve-year international
framework agreement with European public transport
operator Transdev for the delivery of electric buses.
Under the agreement Ebusco will be eligible to be
-
come a primary supplier to Transdev in France, Ger-
many and the Netherlands. Transdev Nederland was
also the rst customer to place an order for Ebusco
3.0 buses in the Netherlands. The company ordered
39 buses which will be operated in the Gooi and Vecht
region in the Netherlands. These buses are planned to
be delivered and go into operation in 2022.
Ebusco expanded its presence in the strategical-
ly important market of Germany with a number of
new orders from both existing and new customers.
The biggest order in the German market in 2021 was
a contract with Berliner Verkehrsbetriebe (a new
customer) for 90 Ebusco 2.2 buses. The contract
includes an option for another 60 buses. Furthermo-
re, the rst German order for 18-metre Ebusco 2.2
buses was signed in 2021 with new customer Infra
Fürth Verkehr GmbH. These buses will operate in the
Fürth region in Bavaria.
ROLL-OUT PLAN AND INTERNATIONAL
EXPANSION STRATEGY
In 2021 the majority of Ebusco’s sales and marke-
ting activities were conducted from its largest sales
ofce in the Netherlands that services most of the
European operations. Ebusco also has two dedi-
cated salespeople in Germany and a sales director
and a number of support staff in France. Furthermo-
re, Ebusco has sales staff in Australia and a sales
director in China. In late 2021 Ebusco hired a sales
director for North America as well as a sales director
for the Middle-East region.
Ebusco frequently participates in international tra-
de shows where it often features as a presenter. In
2021 many conferences were cancelled due to the
pandemic but Ebusco did participate at the OV Expo
in Houten (the Netherlands), the Transport 2021 tra-
de show in Herning (Denmark) and the American
Public Transport Association Mobility Conference,
the largest public transport conference in the United
States last year. The latter conference was an impor-
tant opportunity for Ebusco to develop relationships
and promote the brand in the United States.
The new hall for the production of the Ebusco 3.0
in Deurne was ofcially opened by His Majesty King
Willem-Alexander of the Netherlands at the end of
October. The hall is expected to have a producti-
on capacity of 500 emission-free buses per year.
Furthermore, over time the production hall will serve
as a blueprint for the roll-out of international produc-
tion of the Ebusco 3.0 buses.
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
15
ANNUAL REPORT EBUSCO 2021
15
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
CASE
15
On 22 October 2021 CEO Peter Bijvelds sounded the
gong at Beursplein 5 to celebrate the Initial Public
Offering of Ebusco. The IPO was a major milestone
for the company. The proceeds will allow Ebusco to
fund its growth strategy and the international roll
out of the Ebusco 3.0.
SOUNDING
THE GONG
At beursplein 5
CEO PETER BIJVELDS
16 16
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
FINANCIAL REVIEW
RESULTS OF OPERATIONS
The following table summarises the company’s nancial performance for the years ended 31 December 2020
and 2021.
Year ended 31 December
(€ thousands) 2021 2020
Revenue 24,265 99,994
Cost of materials (23,045) (60,337)
Gross prot* 1,220 39,657
Employee benet expenses (23,106) (9,745)
Amortisation and depreciation expenses (5,331) (3,359)
Other operating expenses (12,354) (2,777)
Operating expenses (40,791) (15,881)
Operating result (EBIT)* (39,571) 23,776
Finance expenses, net (4,240) (1,289)
Share of result of an associate 7,427 (112)
Result before tax (36,384) 22,375
Income tax credit/(expense) 9,587 (5,716)
Result for the year (26,797) 16,659
Operating result (EBIT)* (39,571) 23,776
Non-recurring items 13,694 -
Underlying EBIT* (25,877) 23,776
Amortisation and depreciation expenses 5,331 3,359
Underlying EBITDA* (20,546) 27,135
* This is a non-IFRS measure. For further information about the non-IFRS measures, and the reasons why we believe they are important for an understanding of the
performance of our company, please refer to our commentary on non-IFRS measures as of page 127.
17
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
COMPARISON OF THE YEARS ENDED
31 DECEMBER 2020 AND 2021
REVENUE
The lower order intake in 2020 and the rst half of
2021, combined with the delay in bus deliveries due to
supply chain disruptions both due to the Covid-19 pan
-
demic, had a clear impact on revenue in full year 2021,
which came in at €24.3 million. A signicant decrease
compared to the full year revenue of €100.0 million
achieved in 2020. Revenue was clearly higher in the
second half of the year than in the rst six months of
2021. Revenue recognition is typically geared towards
the second half of the year as the company often ma
-
kes deliveries at the start of a concession period, and
these typically start at the beginning of the summer or
winter.
The following table shows revenue per region for the
years ended December 31, 2020 and 2021.
Year ended 31 December
(€ thousands) 2021 2020
DACH
1
9,722 9,446
Nordics
2
8,418 75
Benelux 6,035 90,153
Rest of the World (RoW) 90 320
Total revenue 24,265 99,994
1
DACH is an acronym for Germany (D), Austria (A) and Switzerland (CH).
2
Nordics is an acronym for Denmark, Sweden, Norway and Finland.
REVENUE BY GEOGRAPHY
Ebusco’s revenue decreased in all regions in 2021
except for the Nordics due to the continued impact
of the outbreak of the corona virus in these regions.
Only revenue in the Nordics region increased to €8.4
million in 2021, due to a new customer.
GROSS PROFIT
Gross prot decreased by €38.4 million or almost
97%, from €39.7 million in 2020 to €1.2 million in
2021.
Ebusco’s cost of materials includes parts and other
components, cost of work contracted out (relating
primarily to the company’s third-party supplier that
assembles the Ebusco 2.2 at a manufacturing facility
in Xiamen, China) and other external costs, including
transportation costs, import duties, and spare parts.
Supply chain disruption led to an increase in the costs
of raw material and transportation while adverse cur
-
rency movements (Yuan vs. Euro) also had an impact.
Furthermore, the cost of materials includes a one-off
expense related to the replacement of the climate
control systems pursuant to a settlement agreement
with a customer (€3.9 million). Given the limited num
-
ber of deliveries, the different product mix and service
costs related to deliveries in previous years adversely
impacted the gross prot margin. Consequently, the
gross prot as percentage of revenue decreased from
39.7% in 2020 to 5.0% in 2021.
EMPLOYEE BENEFIT EXPENSES
Employee benet expenses increased by €13.4 milli-
on or 138%, from €9.7 million in 2020 to €23.1 million
in 2021, partly due to the consolidation of Pondus
(€0.9 million) and non-recurring expenses related to
the settlement of an existing success fee agreement
with the CFO (€5.0 million).
Excluding non-recurring items, the increase was pri-
marily due to an increase in headcount. The average
number of full-time employees increased by 86% from
122 FTEs (including contractors) in 2020 to 227 FTEs
(including contractors) in 2021 and an increase in tem
-
porary staff.
AMORTISATION AND DEPRECIATION
For 2021, amortisation of €2.5 million increased by
€0.6 million or 37% compared to the prior year when
it was €1.9 million. The increase mainly relates to the
amortisation of software (€0.5 million) following the
go-live of the company’s newly implemented After Sa
-
les and inventory management system as of January
2021. The increase in amortisation of development
assets of €0.2 million mainly relates to the develop
-
ment of the Ebusco 3.0 bus which was capitalised in
December 2020 and the acquisition and consolidation
of Pondus (€0.1 million).
Depreciation increased by €1.3 million or 82% from
€1.5 million in 2020 to €2.8 million in 2021, partly due
to the acquisition and consolidation of Pondus (€0.3
million). Depreciation of property, plant and equipment
increased by €0.6 million to €0.8 million in 2021 mainly
following investments in equipment and ofce inven
-
tory in 2020 and 2021. Depreciation of right-of-use
assets increased by €0.6 million to €1.1 million in 2021,
mainly as a result of the extension of the rental agree
-
ment of the ofce- and production facility in Deurne.
OTHER OPERATING EXPENSES
The following table summarises Ebusco’s other ope-
rating expenses for the periods indicated.
Year ended 31 December
(€ thousands)
2021 2020
General expenses 8,176 1,188
Distribution expenses 1,449 303
Marketing expenses 552 551
Facility expenses 450 142
Ofce expenses 136 108
Other expenses 1,591 485
Total other operating expenses
12,354 2,777
Other operating expenses increased by €9.6 million
or 343%, from €2.8 million in 2020 to €12.4 million in
2021, partly due to the acquisition and consolidation of
Pondus (€0.3 million) and non-recurring expenses re
-
lated to the IPO (€4.8 million) and a legal dispute with a
customer (€0.2 million).
Excluding non-recurring items, the increase is mainly
the result of higher insurance expenses and accoun
-
ting, audit, legal and advisory fees, partly driven by the
listing on Euronext and additional sales ofces in Fran
-
ce, North America and China.
Facility and ofce expenses increased due to incre
-
ased rented space and number of employees in Deur-
ne to facilitate growth and the set-up of the in-house
production of the Ebusco 3.0. Facility expenses include
costs for utilities, insurance, and other non-rent related
expenses associated with Ebusco’s facilities. Ofce
18
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
expenses include telecom expenses, ofce supplies,
and subscriptions.
Other expenses increased by €1.1 million to €1.6 milli-
on in 2021, mainly due to higher IT expenses. Other ex-
penses consist of various expenses that are incurred
as part of the company’s daily operations, including
IT expenses.
OPERATING RESULT AND UNDERLYING EBIT
Operating result decreased by €63.4 million from
€23.8 million prot in 2020 to €39.6 million loss in
2021, partly due to the acquisition and consolidati
-
on of Pondus (€1.7 million loss) and non-recurring
expenses of €13.7 million related to the settlement
of an existing success fee agreement (€5.0 million),
expenses related to the replacement of the climate
control systems pursuant to a settlement agreement
with a customer (€3.9 million) and expenses related
to the IPO (€4.8 million). Underlying EBIT decreased
by €49.7 million from €23.8 million prot in 2020 to
€25.9 million loss in 2021, mainly due to lower reve
-
nue following the continued impact of the Covid-19
pandemic, a lower gross prot margin due to the sa
-
les mix and higher cost of goods sold partly caused
by disruptions in the supply chain, and higher opera
-
ting expenses to prepare Ebusco for future growth
.
FINANCE EXPENSES, NET
Finance expenses, net increased by €2.9 million, or
223%, from €1.3 million in 2020 to €4.2 million in
2021, partly due to the acquisition and consolidation
of Pondus (€0.2 million). The increase was primarily
Ebusco Holding N.V. established a Dutch scal unity
for corporate income tax purposes as from 1 Decem-
ber 2021; all Dutch subsidiaries have joined the scal
unity except for Pondus Operations B.V. as the com-
pany’s shareholding in this entity is only 90% and Gr8
Technologies B.V.
The effective tax rate increased to 26.3% in 2021
compared to 25.5% in 2020. The higher effective tax
rate is mainly the result of non-deductible expense
items (2021: 2.0%; 2020: 0.6%) and changes in tax
rates (2021: 0.6%; 2020: 0.5%).
RESULT FOR THE YEAR
Result for the year decreased by €43.5 million, from
€16.7 million prot in the year ended 31 December
2020 to €26.8 million loss in the year ended 31 De-
cember 2021. This decrease was primarily driven by
the revenue decrease as a result of the continued
impact of the Covid-19 outbreak, an increase in
employee benets and other operating expenses to
prepare Ebusco’s operations for future growth and
non-recurring expenses of €13.7 million.
EARNINGS PER SHARE
Earnings per share decreased from €0.37 per sha-
re in 2020 to €(0.56) per share in 2021. The average
number of shares outstanding amounted to 47.5
million (2020: 45.0 million). At year end 2021 59.0
million shares were outstanding (2020: 45.0 million).
due to the increase of interest and similar expenses
on loans and borrowings and lease liabilities of €1.7
million and a negative impact from foreign currency
exchange rate results, including gains and losses on
derivates of €1.2 million. The increase in interest and
similar expenses is mainly driven by the increase in
loans and borrowings during 2020 and 2021 due to
the cumulative preference shares (€10.0 million)
issued in July 2020 and cancelled at the moment
of the IPO and the Mezzanine facility entered into in
April 2021 (€32.5 million) to fund the business and
the acquisition of Pondus. Loans and borrowings
were largely repaid subsequent to the IPO in October
2021, and the €80.0 million credit facility agreement
was terminated in December 2021.
SHARE OF RESULT OF AN ASSOCIATE
Share of result of an associate increased by €7.5 mil-
lion to €7.4 million in 2021 from €0.1 million loss in
2020. The increase is the result of remeasurement of
the carrying amount of Ebusco’s 20% shareholding
in Pondus against fair value at the acquisition date
of the additional 60% share in Pondus in April 2021.
INCOME TAX
In 2021, the income tax credit amounted to €9.6 mil-
lion (2020: income tax expense of €5.7 million). The
income tax credit largely refers to the operations of
Ebusco Holding N.V. and Ebusco B.V.; both entities
will be able to partly offset the scal losses incurred
against scal prots realised in 2020, reducing the
current income tax payable to zero as per 31 Decem-
ber 2021.
LIQUIDITY AND CAPITAL RESOURCES
OVERVIEW
The company’s primary source of liquidity during the
period under review were the cash ows generated
from nancing. Ebusco’s primary use of liquidity is
for the day-to-day operation of its business relating
to the production and assembly of buses, capital ex
-
penditures and other investments as further detailed
below.
CASH FLOWS
The following table presents a summary of the com-
pany’s cash ows for the periods indicated, which
have been extracted from the Financial Statements
.
Year ended 31 December
(€ thousands) 2021 2020
Net cash ows from operating
activities
(19,390) (11,427)
Net cash ows from investment
activities
(27,284) (3,994)
Net cash ows from nancing
activities
227,734 39,473
(Decrease)/Increase in cash and
cash equivalents
181,060 24,052
Exchange gains/(losses) on cash
and cash equivalents 1 -
Cash and cash equivalents at the
start of the period
26,862 2,810
Cash and cash equivalents at the
end of the period
207,923 26,862
19
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
CASH FLOWS FROM OPERATING ACTIVITIES
Net cash outow from operating activities for 2021
was €19.4 million, an increase of €8.0 million or
70% from net cash outow of €11.4 million for 2020.
Prot/(loss) before tax decreased from a net gain of
€22.4 million in 2020 to a net loss of €36.4 million in
2021. This decrease was more than offset by move
-
ments in net working capital including a decrease in
construction contracts offset by an increase in trade
receivables, partly as a result of delayed collection of
outstanding accounts receivables from customers,
and an increase of inventories.
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash outow from investing activities for 2021
was €27.3 million, an increase of €23.3 million from
net cash outow of €4.0 million for 2020. This incre
-
ase in cash outow was due mainly to the cash con-
sideration paid upon acquisition of the additional 60%
share in Pondus in April 2021 of €22.3 million. Further
reference is made to comment below on ‘Capital ex
-
penditure’.
CASH FLOWS FROM FINANCING ACTIVITIES
Net cash inow from nancing activities for 2021 was
€227.7 million, an increase of €188.3 million compared
to 2020. This increase in net cash inow was largely
due to the net proceeds from the issuance of share
capital and listing on Euronext in the October 2021 of
€316.1 million to fund future growth, international ex
-
pansion and increase of manufacturing capacity. The
cash inow from the IPO proceeds has partly been
used for the net repayment of loans and borrowings of
€64.0 million (2020 net inow from loans and borro
-
wings: €40.9 million) and repayment of a convertible
loan (€0.8 million). Furthermore, a cash consideration
has been paid upon acquisition of the remaining 20%
share respectively non-controlling interst in Pondus
in October 2021 of €20.0 million. Payment of principal
portion of lease liabilities increased by €0.8 million to
€1.2 million in 2021 mainly due to expansion of of
-
ce- and production facility space rented in Deurne, the
Netherlands.
FREE CASH FLOW
Free cash ow for 2021 was negative €25.6 million,
a decrease of €9.7 million compared to 2020. The
decrease was driven by cash outw from investing
activities (€27.3 million), largely offset by investment
in subsidiaries (€22.3 million).
NET WORKING CAPITAL
Ebusco calculates net working capital as inventories,
including contract assets, plus trade receivables mi
-
nus trade payables and contract liabilities.
As of 31 December 2021, the net working capital
amounted to €41.3 million (31 December 2020:
€58.5 million). The decrease in net working capital
of €17.2 million is largely driven by the decrease in
contract assets of €46.5 million, partly offset by in
-
creased trade receivables (€14.7 million) and inven-
tories (€18.7 million). Capital expenditure increased
from €3.8 million in 2020 to €5.0 million in 2021 and
included investments in equipment related to the
set-up of the blueprint facility in Deurne and invest
-
ments in the transportation of demo and prototype
buses respectively
.
CONTRACT ASSETS
The decrease of the net working capital is mainly
caused by the decrease of contract assets. The com
-
pany recognises a contract asset for services per-
formed for a customer to which Ebusco has a right
to receive consideration. Contract assets represent
the work in progress assets for the production of
zero-emission buses. The company reclassies con
-
tract assets to trade receivables when performance
obligations are satised and the right to conside
-
ration becomes unconditional. Contract assets are
related to work in progress assets for zero-emission
buses in production.
Contract assets as at 31 December 2021 amounted
to €13.5 million, a decrease of €46.5 million or 78%,
from contract assets of €60.0 million as at 31 De
-
cember 2020. This decrease was partly due to com-
pletion of the work-in-progress contracts and recog-
nition of the earned consideration as unconditional in
trade receivables.
CAPITAL EXPENDITURE
Year ended 31 December
(€ thousands)
2021 2020
Investments in property, plant
and equipment 4,164 1,386
Investment in intangible assets 796 2,451
Capital expenditure 4,960 3,837
I
nvestments in property, plant and equipment in-
creased by €2.8 million from €1.4 million in 2020 to
€4.2 million in 2021, mainly including investments in
equipment related to the set-up of the blueprint fa
-
cility in Deurne for the manufacturing of the Ebusco
3.0 and investments in the transportation of demo
and prototype buses respectively. Investments in in
-
tangible assets decreased by €1.7 million from €2.5
million in 2020 to €0.8 million in 2021, mainly rela
-
ting to software and the development of heavy-du-
ty-batteries for use in shipping vehicles.
NET (CASH)/DEBT
Ebusco’s net debt position, excluding lease liabilities,
of €31.2 million as at 31 December 2020 turned into
a net cash position of €207.2 million as at 31 Decem
-
ber 2021, mainly due to the net proceeds from the
issuance of shares following the IPO in October 2021
of €316.1 million. The net proceeds from the issuance
of shares have partly been used to repay loans and
borrowings including the €80.0 million credit facility
agreement, the €32.5 million mezzanine facility dra
-
wn in April 2021, the cumulative preference shares of
€10.0 million, and the contingent consideration pa
-
yable related to the acquisition of 60% of the shares
in Pondus of €5.75 million. In addition, net proceeds
were used to acquire the remaining 20% non-control
-
ling interest in Pondus for an amount of €20.0 million
in cash.
The following table presents the company’s net
(cash)/debt (including and excluding lease liabilities)
as per 31 December 2020 and 2021.
20
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
(€ thousands)
31
December
2021
31
December
2020
Debts to credit institutions 215 41,788
Loan from RVO - 5,436
Cumulative preference shares
(including dividend)
- 10,400
Debts to other related parties 463 441
Sub-total loans and borrowings 678 58,065
Lease liabilities 8,382 1,782
Cash and cash equivalents (207,923) (26,862)
Net (cash)/debt including lease
liabilities
(198,863) 32,985
Lease liabilities (8,382) (1,782)
Net (cash)/debt excluding lease
liabilities
(207,245) 31,203
Prior to the IPO, Ebusco primarily required borrowings
for letters of credit issued in connection with the pro
-
duction and assembly of buses in China and funding
of net working capital. Due to the fact that the IPO tur
-
ned the net debt position into a net cash position as at
31 December 2021, the company decided to terminate
the €80.0 million credit facility agreement effectively
in December 2021, and not to make use of letters of
credit for funding purposes going forward.
EQUITY
Total equity increased by €275.9 million to €303.9 mil-
lion as at 31 December 2021, mainly due to the net pro-
ceeds from shares issued following the IPO of €315.5
million, partly offset by the net loss for the year of €26.8
million, the acquisition of the 20% non-controlling
interest of €(12.5) million against share premium and
repayment of the convertible loan of €(0.8) million.
CAPITAL EMPLOYED
Capital employed increased by €269.4 million from
€42.3 million as at 31 December 2020 to €311.7 mil
-
lion as at 31 December 2021 mainly as a result of the
proceeds from shares issued following the IPO and
subsequent partial usage.
DIVIDEND POLICY AND PROPOSED
DISTRIBUTION
Pursuant to article 31 of the articles of associati-
on of the company, the Management Board, with
the approval of the Supervisory Board, may decide
that prots or losses realised during a nancial year
are fully or partially appropriated to increase and/
or decrease from reserves (article 31.1). The prots
remaining shall be put at the disposal of the General
Meeting. The Management Board, with the approval
of the Supervisory Board, shall make a proposal for
that purpose. A proposal to pay a dividend shall be
dealt with as a separate agenda item at the General
Meeting of Shareholders (article 31.2).
The company does not intend to declare or pay divi-
dends for the nancial year ending 31 December 2021
or in the medium term. The company anticipates that
for the foreseeable future it will retain all its future
earnings for use in the development of its business,
its international expansion and growth strategy to
create shareholder value, to maintain a healthy
-
nancial structure and for general corporate purposes.
The net loss for 2021 of €26.8 million will be deduc-
ted from the retained earnings.
OUTLOOK
Based on the current order book, ongoing tender acti-
vity and anticipated deliveries in 2022, management
expects a sharp increase in revenue in 2022 compa
-
red to 2021.
However, Ebusco is not immune to the ongoing
geopolitical uncertainty as a result of the invasion
of Ukraine and the continued strain on the global
supply chain, both of which are key external risks we
need to navigate.
In view of our international roll out and growth stra-
tegy, capital expenditures are expected to ramp up
signicantly to increase the manufacturing capacity
of our 3.0 buses. Furthermore, we expect a further in
-
crease of our workforce to facilitate the roll-out plan.
The Management Board has identied four key stra
-
tegic priorities for the remainder of the year which
should ready the company further for the expected
signicant growth going forward.
1. Controlled expansion of our production capacity
2. Further optimisation of our supply chain
3. Expansion of our engineering capacity to meet
client demand
4. Further grow our existing solid order portfolio in
2022 and beyond
20
21
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CASE
21
The benets of composite materials are clear and com-
pelling. Weighing about one-fth as much as steel,
carbon-ber composites are as good or better in terms
of stiffness and strength. It is not only extremely light
-
weight, also its durability is impressive. Composites are
able to withstand impacts that would normally destroy
steel and are less likely to crack under fatigue. And it
can be moulded into a variety of complex shapes.
So it isn’t difcult to see the potential, the trick is how
to apply it for usage under operational circumstances.
WHERE AEROSPACE
meets Automotive
While the use of composite material is already widely adopted for years in the aerospace industry, its ap-
plication in the automotive industry is still rather in its infancy. Bob Fleuren, COO of Ebusco and founder of
Pondus and back then working in the aerospace industry, was convinced that the use of composites could be
a game changer in the automotive industry. Having the quest of becoming ‘greener’ in mind, Bob and his team
of aerospace engineers started Pondus, with the goal to develop composite solutions for the public transport
industry. In 2016 Ebusco and Pondus started to collaborate. A multi-disciplinary team, including engineering
experts in the elds of automotive, aerospace and electronics developed the unique and (partly) proprietary
composite monocoque. To nally arrive at the Ebusco 3.0, the rst electric bus with a full composite body
-
work. And it indeed proofs to be a gamechanger in the industry.
Bob Fleuren: “Making the full bodywork of composite
materials, as we have done in the Ebusco 3.0, is quite
an achievement. It requires a great deal of expertise,
complex engineering and deep understanding of com
-
posite manufacturing processes. But it begins at the
start of the design process. It needs to be part of the
overall design, and in order to obtain the full benets
of using composites, an integrated and “clean sheet”
approach is the key to success. We combined the tech
-
nical expertise of our team of former aerospace engi-
neers with an ‘out or the box’ entrepreneurial mindset.”
22
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Thanks to its composite bodywork, the Ebusco 3.0
is signicantly lighter compared to other electric
buses. This brings additional possibilities, making the
bus even lighter, such as using only a single tyre at
the back of the vehicle, rather than the usual double
tyres. The design also allows for placing the battery
pack in the oor, which makes the bus considera-
bly more stable and saves space so the passenger
capacity can be increased. Just a few examples of
how the use of composites drives further impro-
vements and sustainability benets, with an even
lower total cost of ownership. The Ebusco 3.0 also
stands out in terms of range, which is approximate-
ly 55% longer than the next best competitor, and the
expec
ted lifespan of the bus is longer due to the great
durability
credentials of composites.
In addition to the convincing product characteristics,
using composites also has clear benets in the pro-
duction process. Bob Fleuren: “The production pro-
cess of our revolutionary composite monocoque is
easily scalable, for instance by adding braiding ma-
chines and moulds, and easy to move. If we need to
set up a new facility anywhere in the world, we can so
to speak start tomorrow.”
In 2021 Ebusco fully acquired Pondus. Being awarded
with the JEC Innovation Award for composite materi
-
als in 2021 was a great acknowledgment for the Ebus-
co team. Bob Fleuren: “It is great to get this appreci-
ation from the industry. An even greater recognition
is the commercial success, and the great real-road
performance the Ebusco 3.0 is now showing under
operation of our rst customer Stadtwerke Munich.”
22
COMPOSITE INSIDE
CASE
23
ESG STRATEGY
Sustainability is at the heart of our business propo-
sition and Ebusco has the ambition to further step
up its environmental, social and governance (ESG)
efforts throughout its operations. We believe that
doing business sustainably is a driver for creating
long-term success. Accordingly, we have the ambiti-
on to become a best-in-class ESG company.
Ebusco’s ESG strategy will be dened in more de-
tail in the coming year, including setting objectives
and milestones. These key performance indicators
(KPI’s) will be fully embedded in business plans and
reected in performance targets. A materiality ana-
lysis will be conducted, based on input from both
internal and external stakeholders. Progress will be
monitored by integrating ESG reporting in overall
management reporting.
Our ESG strategy will be linked to the Sustainable
Development Goals (SDGs) set by the United Nations,
in particular:
OUR RESPONSIBILITY
OUR COMMITMENT
At Ebusco our commitment to sustainability is embedded in our mission sta-
tement: “To contribute to a better environment by enabling safe, sustainable,
emission-free and affordable transportation ecosystems.” Corporate social
responsibility is a fundamental, strategic pillar for the company. Ebusco wants
to play a leading, innovative and guiding role in the energy transition in public
transportation all around the world. We are intrinsically motivated to run our
business ethically in every aspect of our operations. Ebusco demands that its
employees be true sustainability ambassadors with a circular mindset who fully
contribute to the company’s sustainability goals.
Ebusco’s energy storage systems, charging infra-
structure and grid-balancing solutions contribute
to the energy transition in public transport
AFFORDABLE AND CLEAN ENERGY
OUR CONTRIBUTION TO THE SDGs
GOOD HEALTH AND WELL-BEING
Ebusco’s zero-emission buses contribute to
cleaner air in cities
Ebusco is determined to develop innovative,
sustainable solutions and technologies, and to
apply these in other sectors as well
INDUSTRY, INNOVATION AND INFRASTRUCTURE
Ebusco provides cities and municipalities with
environmentally friendly public transport options
SUSTAINABLE CITIES AND COMMUNITIES
23
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24
OUR STAKEHOLDERS
Integrating social and environmental factors into
our decision-making to ensure long-term success
requires balancing both the short-term and long-
term interests of our stakeholders. To this end Ebus-
co pursues an active dialogue with its stakeholders,
being customers (Public Transport Authorities (PTA)
and Public Transport Operators (PTO)), employees,
investors, business partners and local communities.
Engaging with our stakeholders is fundamental to the
way we do business. Ebusco ensures frequent interac
-
tion with all stakeholders through its regular business
operations. Market consultations are conducted and
knowledge is shared with market authorities (PTAs)
and PTOs. Furthermore, PTOs are supported in tender
procedures to strengthen their collective position.
An active internal communications policy is pursued
in which Ebusco uses (online) tools, newsletters and
video messages, as well as regular town halls. Ebus-
co engages with its business partners through open
and transparent lines of communication.
Since our IPO in October 2021, we have initiated an
active Investor Relations programme to engage with
our shareholders and existing and potential inves-
tors. Ebusco will host analyst meetings to present
the annual and semi-annual results and maintain an
ongoing dialogue with analysts throughout the year.
Meetings are arranged with institutional investors
– both proactively and on request – to discuss the
company’s strategy and performance. Furthermore,
Ebusco participates in investor conferences and will
host site visits to provide investors with greater in-
sight into the business.
In 2022 Ebusco will initiate targeted dialogue sessi-
ons with all its stakeholders. These sessions are ai-
med at identifying topics considered most important
to the different stakeholder groups and on which
Ebusco has or can have an impact. This will provide
input to dene Ebusco’s materiality matrix as part of
its overall ESG strategy.
OUR CONTRIBUTION TO OUR STAKEHOLDERS
TO OUR CUSTOMERS
We enable our customers to provide reliable and clean public trans-
port solutions.
We build solid, long-lasting partnerships with our business partners
that are essential to our success.
TO OUR BUSINESS PARTNERS
Ebusco strives to generate value for its shareholders.
TO OUR SHAREHOLDERS
Our products and services contribute to cleaner, quieter and safer cities
and environments for citizens, drivers, passengers and other road users,
ultimately benetting the health of everyone in the world now and in the
future. Furthermore, Ebusco contributes to the energy transition and as
such helps to ght climate change.
TO SOCIETY
TO OUR EMPLOYEES
Our almost 340 employees are our most important asset. Ebusco aims
to provide an inspiring, safe and healthy work environment where they
can thrive as well as competitive employment terms and benets.
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25
OUR ROAD TO ZERO; CONTRIBUTING TO A BETTER ENVIRONMENT
continuing to invest in research and development.
Our dedicated engineering and product development
teams are continuously driving innovation, often
geared at further improving the ESG prole of our
offering. For example, the application of aerospace
technology in the Ebusco 3.0 resulted in signicant
wins in the safety, performance and comfort of our
buses as well as a meaningful reduction in weight.
This leads to a substantial reduction in energy use
and consequently an increase in the range of the
bus along with a much longer average lifespan. These
strong distinguishing features all contribute to a
higher ESG performance and to a compelling com-
mercial proposition as they all result in a lower total
cost of ownership (TCO).
CONNECTIVITY
Years of extensive real-road experience have gene-
rated a wealth of data that Ebusco uses to improve
the operational performance and reliability of its
buses. Enhanced vehicle and battery performance
analytics generate data that drive bus operations,
manufacturing and process innovation. What’s
more, they are instrumental in further reducing the
environmental footprint of our entire portfolio of pro-
ducts.
INNOVATION
Ebusco substantially invests in innovation, as reec-
ted in the fact that 29% of our FTEs work in enginee-
OUR ZERO-EMISSION BUSES
Our most direct contribution to a better environment
is through our core business: enabling safe, sustai-
nable, emission-free and affordable transportation
ecosystems. We make clean, silent and emissi-
on-free transport accessible to everyone.
Furthermore, Ebusco contributes to a more sus-
tainable energy sector through the delivery of fully
turnkey electrication solutions, including energy
storage systems. The Ebusco systems can store
energy that is sustainably generated and thus help
reduce the need to generate energy (as energy will
be sufcient, also at peak times).
On 31 December 2021 there were over 350 Ebusco
buses in operation which have driven over 39 million
kilometres cumulative, leading to a reduction in CO2
emissions of more than 35 million kilograms.
In addition to the direct contribution our zero-emission
buses make towards to a better environment, we aim
to run our business in a sustainable way. It is Ebusco’s
goal to become fully carbon-neutral in the future by
making use of renewable energy and by being self-suf
-
cient through the use of solar power and storage.
PRODUCT DEVELOPMENT
Ebusco is strongly committed to staying ahead of
the curve and retaining its technology leadership by
ring. All innovations contribute to a further reduction
in the environmental impact of our buses and/or the
continuous improvement of the health and safety of
our employees and customers, bus passengers and
the community at large. A clear example of how in-
novations contribute to reducing our environmental
impact is the development of stationary energy sto-
rage systems (ESS), by reusing batteries that have
nished their life on an electric bus.
PRODUCTION AND PROCUREMENT
Ebusco has a manufacturing facility in Deurne, the
Netherlands, where the Ebusco 3.0 bus is manufac
-
tured and assembled, and a third-party facility in
Xiamen, China, at which the Ebusco 2.2 is assembled.
The buses assembled in China are shipped to Deur
-
ne for post-production activities and pre-delivery in-
spection. Both the Deurne and Xiamen facilities are
high-end plants that comply with European quality
standards and are ISO 9001 and ISO 14001 certied.
Ebusco currently sources much of its supplies from
Europe to be compliant with ‘buy local’ regulations
or priorities applicable to the procurement policies
of many PTAs, PTOs or other customers. The carbon
footprint from the shipment of the 2.2 buses from
China to the Netherlands is signicant. However,
Ebusco has a comprehensive international roll-out
plan in place to upscale its manufacturing capaci-
ty of its 3.0 buses. The company aims to set up at
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INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
least one manufacturing plant on each continent.
This will minimise transportation movements. The
production set-up in Deurne functions as a blueprint
for the roll-out of manufacturing across multiple
geographies.
Ebusco instils a manufacturing culture of continuo-
us improvement and leveraging best practices in
quality control and worker safety across its facilities.
Furthermore, we constantly aim to reduce the car-
bon footprint of our production facilities.
CLEAN AND SAFE BATTERIES
Ebusco uses lithium ferro phosphate (LFP) batteries
in its buses. These batteries do not contain cobalt
and are therefore much safer, cleaner, more ethical
and economic than batteries that do.
Furthermore, we are working with our suppliers and
specialists in the supply chain to provide a second
life for our bus batteries in stationary energy storage
systems or through controlled recycling to minimise
their impact on the environment.
The composite materials used in the Ebusco 3.0
bus have a lifespan of up to 25 years (signicantly
longer than conventional materials) and can also be
reused, for example as raw materials for road rein-
forcement.
26
USE AND CONTROL OF HAZARDOUS
MATERIALS AND PROCESSES
The prime strategy of Ebusco is to exclude all ha-
zardous materials and substances from its proces-
ses and products. Where this is not possible, design
solutions, materials, substances and processes are
selected that have a minimal impact on the environ-
ment. This means that all relevant materials are
within the permissible boundaries set by applicable
EU legislation such as the REACH regulation and the
RoHS directive, and appropriate measures are taken
to prevent impact on the environment.
In the supplier contracts various clauses are inclu-
ded with regard to safety, health, and environmental
impact. For example, contracts state that the sup-
plier is responsible for checking that its products
meet EU (European Union) safety, health, and en-
vironmental protection requirements. protection re-
quirements and that products delivered by supplier
shall be free of any known conict minerals from
“Covered Countries”, as dened by the Securities and
Exchange Commission (“SEC”).
SUPPLY CHAIN RESPONSIBILITY
Ebusco continuously works on making its supply
chain and logistics operations more sustainable. We
hold ourselves to the highest standards in terms of
responsible business practice and acknowledge our
responsibility to maintain these standards throughout
the entire supply chain. In order to be able to do so we
aim that all our suppliers and partners adhere to these
sustainability standards throughout the entire supply
chain. Our list of requirements includes areas such as
the energy used by suppliers, business ethics and di
-
versity, human rights, care for environmental manage-
ment, working conditions and responsible sourcing.
SUPPLIER ASSESSMENT
Ebusco aims to work with suppliers who adopt a
proactive stance on environmental practices and
processes. We support them in developing environ-
mentally friendly products and implementing sus-
tainable production processes. The suppliers we
work with have an EHS (Environmental, Health & Sa-
fety) policy in place and established systems such
as a QMS (Quality Management System) to monitor
their environmental performance.
Ebusco instils a manufacturing culture of continuo-
us improvement and leveraging best practices in
quality control and worker safety across its facilities.
Furthermore, we constantly aim to reduce the car-
bon footprint of our production facilities.
LFP batteries – safe and
environmentally friendly
CASE
Battery capacity, stability and safety are crucial
factors for a successful implementation of electric
buses. Ebusco uses the LFP (lithium ferro phosp
-
hate) technology for the batteries used in its buses
that is renowned for its high level of safety and its
high-quality.
The LFP batteries do not contain cobalt, are much
cleaner compared with alternative batteries and
therefore support Ebusco’s mission to contribute
to a better living environment. Moreover, these bat
-
teries are also safer as they can sustain high tem-
peratures, which minimises re risks. Furthermo-
re, LFP batteries are more stable and controllable.
For safety reasons, the buses have battery moni
-
toring in place. Ebusco has partnerships with two
of the largest LFP battery manufacturers in the
world. The long lasting relationships with the bat
-
tery suppliers have resulted in batteries with a lon-
ger life-cycle, higher density and improved safety.
The LFP batteries Ebusco uses are ‘reusable’ as
they can serve as ‘second life batteries’. Once the
capacity of the battery falls below what is needed
for use in buses, these batteries can serve as sta
-
tionary energy storage systems.
Cobalt free
Recyclability and reusesability of
97%
Limited risk of thermal instability
Max temperature rising period per sec
LPF 6.6
0
C NMC 153.9
0
C
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27
Ebusco aspires to be an employer that provides an
inspiring, entrepreneurial environment where peo-
ple can grow, each and every day. An environment
where people are given room to seize opportunities,
both in their personal and professional development.
Our people are our most valuable asset and crucial to
staying at the forefront of our industry. While Ebusco
has grown signicantly in recent years, our organi-
sation with its open and entrepreneurial culture has
remained at and agile.
CORE VALUES
We have clearly dened core values that set out our
culture and guide us in the way we act and work
together. Everyone in the company is responsible
for living up to these values. The Code of Conduct,
which incorporates these core values, is a point of
attention during the introductory training of new
employees. Cultural training is currently being deve-
loped and will become available to all staff in 2022.
PEOPLE IN NUMBERS
At the end of the year under review Ebusco had a to-
tal staff base of 339 employees (309 FTE). This was
an increase of 170 employees (164 FTE) compared
to year-end 2020. This number includes temporary
staff.
CORE VALUES
Employees are determined to take the step to transform and in this
they are a winning team. They like to deviate from the established
order and in doing so they are creative.
PASSION FOR DISRUPTION
INTEGRITY, TRUST AND EMPOWERMENT
Employees are always honest and fair and have trust in Ebusco
and in each other.
Employees make every effort to understand Ebusco’s customers’
current and future needs. Based on this understanding they
anticipate and provide advice that ts the needs of Ebusco’s
customers and their customers’ customers
FUTURE CUSTOMER-MINDED
RESPECT AND ESTEEM FOR PEOPLE
Employees treat people politely, with dignity and respect. They
know and acknowledge each other’s strengths and realise that
they work better together as opposed to acting on their own.
Employees steer clear of the blame game. Instead, they learn from
their experiences, share their knowledge and are always receptive
to new ideas.
CONSTANT INNOVATION
EMPLOYEES
DIVERSITY
On the payroll Temporary
Woman Man
We have clearly dened core values that set out our culture and
guide the way we act and work together. Everyone in the company is
responsible for living up to these values.
EBUSCO, MADE TO MOVE PEOPLE;
CONTRIBUTING TO OUR PEOPLE AND SOCIETY
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DATA
DATA
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INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
TALENT DEVELOPMENT
Ebusco considers lifelong learning a necessity to both
current and future employees. The company provides
employees with ample training and development
opportunities. All employees are encouraged to take
responsibility and to develop their skills and talents.
Ebusco conducts career development evaluations
on a yearly basis and one-on-one feedback sessions
take place throughout the year to track employee de
-
velopment. The portal used to track performance ma-
nagement links corporate objectives to objectives for
each individual discipline within the company. These
objectives are translated into individual objectives
for each Ebusco employee. In this way every Ebus
-
co employee knows how they are contributing to the
overall corporate objectives. This promotes a sense of
ownership throughout the organisation.
Career development at Ebusco is based on skills
and competencies rather than rigid job descriptions.
At Ebusco the goal is to ll management positions
through internal succession, with in-house promo-
tions widely preferred to hiring externally. Over half
of all employees under the age of 35 made a career
step in the past year.
TRAINING
As an innovative frontrunner, Ebusco needs to ensu-
re that its employees are equipped with the skills to
match. To do so we are constantly making signicant
investments to increase the technological, innovative
and personal skills of our employees. On-the-job trai
-
ning is the most important method and coaching by
a more senior colleague is another key instrument to
help people develop. Ebusco is currently setting up
young potential and leadership programmes.
RECRUITMENT
Ebusco is a fast-growing company. We operate in a
high-tech environment and look for talent in a tight
market. As challenging as this may be, our recruit-
ment activities paid off as we were able to hire 151
new employees on a contract this past year and an
additional 110 people joined Ebusco as temporary
staff in 2021. The retention rate in 2021 was 87%.
Ebusco has started up a project with Brainport and
the workplace-learning service (Leerwerkloket) to
retrain people from other professions. After retrai-
ning successfully, they are offered a job at Ebusco.
COLLABORATIONS
Ebusco works in close cooperation with universities
and colleges as well as institutes for intermediate
vocational education. On average 10 students do an
internship at Ebusco every six months. They provi-
de a great source of future talent and the internship
programmes position Ebusco as an attractive em-
ployer among students. The company collaborates
with the following universities and institutions:
• Fontys University of Applied Sciences and Eindho-
ven University of Technology.
• The Automotive Centre of Expertise (ACE). This in-
stitution cooperates closely with the automotive
industry and three Dutch universities of applied
28
AGE CATEGORIES
DISTRIBUTION BY JOB PROFILE
15-19 30-39 50-59
20-29 40-49 60-70
Aftersales Operations Supply Chain
Engineering
Shared Services Marketing & Sales
29
EBUSCO family day
To further strengthen the employee engagement,
Ebusco organises an annual family day to also show
our employees’ partners and children what Ebusco
is all about. The family day held on 2 October 2021
was a great success, close to 150 employees joined
the festivities, together with their families. A Corona
QR code was required for participation.
CASE
sciences (Fontys, Hogeschool of Arnhem and Nij-
megen (HAN) and Hogeschool Rotterdam).
• In addition, Ebusco has entered into a partner-
ship with Summa Automotive vocational school in
Eindhoven.
Ebusco also collaborates with universities outside
the Netherlands, including in Australia and Canada.
HEALTH AND SAFETY IN THE WORKPLACE
Health and safety are key priorities in executing the
ESG agenda. This relates not only to safety throughout
the production process and the health and safety of
employees, but also to the health and safety of the
world at large.
SAFETY IN THE WORKPLACE
Ebusco has a safety policy in place to ensure a safe
and healthy workplace. The company’s safety per-
formance indicators include the number of reported
accidents and incidents and the Lost Time Injury
Frequency Rate (LTIFR). The performance indicators
are measured and acted upon and will also be imple-
mented at all our (future) facilities. Ebusco provides
training sessions on awareness, technical training
and emergency response courses with the aim of
maintaining and creating a safe environment. The-
re have been no incidents at Ebusco that resulted in
any lost time in 2021.
COVID-19
With the outbreak of the Covid-19 pandemic the
focus on the health and safety of our employees
and all other stakeholders increased further. Strict
operating procedures and regulations were imple-
mented to continue safe and responsible produc-
tion practices, and instant measures were taken to
facilitate digital collaboration for the ofce staff.
Signicant efforts were put in place to maintain safe
operations for those needing to work on-site.
WELLBEING
We are committed to creating the right conditions for
our employees to reach their full potential. The staff
at the HR department is highly involved in the well-
being of the company’s employees and employee
satisfaction was once again high on the agenda. We
intend to conduct employee satisfaction studies from
2022 onwards. Feedback sessions are held at the end
of an employee’s trial period and evaluation sessions
are planned when a contract with an employee ends.
In the year under review the average rate of ab-
senteeism among Ebusco’s employees was 2.45%
(2020: 3.01%).
DIVERSITY AND INCLUSIVITY
Ebusco prides itself on the diversity of its employees.
The company is resolved to offer equal opportunities
in every aspect of employment and does not tolerate
any form of discrimination whatsoever on the grounds
of race, skin colour, religion or belief, gender, sexu-
al orientation, civil status, national origin, disability
or age. Ebusco offers a safe and pleasant working
environment. Employees are expected to contribute
to this working environment by not engaging in any
form of undesirable behaviour such as sexual ha-
rassment, aggression or violence, discrimination,
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Important recognition
by industry experts
CASE
The innovative capabilities of Ebusco were recogni-
sed by international industry experts as Ebusco won
two important innovation awards in 2021.
Ebusco-Pondus won the JEC Composites Innovati-
on Award in the category Automotive & Road Trans-
portation - Structural with the Ebusco 3.0 series of
city and regional buses. The Innovation Awards are
a recognition by the worldwide composites indus
-
try of the most innovative composites application.
Ebusco was awarded the Innovation Award for ap
-
plying composite for the full body work of the Ebus-
co 3.0 bus, marking an important step forward in
the transition to sustainable public transport.
Ebusco also won the prestigious Automotive Inno-
vation Award in the Netherlands for the revolutio-
nary Ebusco 3.0 bus. According to the jury report,
the Ebusco 3.0 was awarded with the prize because
of its innovative composite body.
30
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is being developed as well as an autonomous driver
assistance support system to further improve the
safety of our buses. These autonomous functions
will be introduced in four phases, with the nal pha-
se being completely automated bus transport.
Ebusco has a Safety Board in place which receives
safety incident reports, identies issues and reme-
diates them. If there is a safety issue on one of the
buses, the Safety Board immediately acts upon it.
The safety issues are categorised into two catego-
ries: Immediate safety threat and major incident
with potential impact on safety. In the year under re-
view one incident was reported in the rst category
and four incidents in the second category. There has
been no impact on the safety of passengers or dri-
vers from these incidents. All required actions have
been taken immediately. The CTO is the chair of the
Safety Board.
CONTRIBUTING TO SOCIETY
DEVELOPING EXPERTISE
With the objective to further advancing the expertise
and knowledge in the eld of automotive engineering
and zero-emission transportation, Ebusco’s CTO is
developing a curriculum for the TU Delft on Advanced
Systems Engineering.
stalking, bullying, abuse of power, insults or slander.
With respect to gender equality, there are 87% male
and 13% female employees at Ebusco. Furthermore,
Ebusco employees represent 14 nationalities.
When hiring new staff Ebusco also looks at people
further removed from the labour market. The com-
pany is in touch with the Dutch Employee Insurance
Agency (UWV) and municipalities about contributing
to the reintegration of people on occupational disa-
bility benets. In 2021 Ebusco hired three people
with limited employment prospects.
SAFETY FOR OUR CUSTOMERS
Safety is at the core of our product development and
design.
Ebusco uses LFP (lithium ferro phosphate) batteries
in its buses, batteries that are renowned for its high
level of safety. Furthermore, the buses have battery
monitoring in place to ensure safe operations and
reliable performance. Ebusco has installed the bat-
tery pack of the Ebusco 3.0 in the oor, which provi-
des greater road stability.
Ebusco installs a camera system in its buses which
increases safety for road users, bus drivers and pas-
sengers. In addition, a reliable driver assist system
31
DOING BUSINESS ETHICALLY
anti-corruption policies and procedures. Respect for
human rights is embedded in our Code of Conduct
and as an employer we make every effort to create
a positive, transparent working environment that is
free from discrimination, harassment and intimi-
dation; one that guarantees that every employee
has equal opportunities. Certain areas of our supply
chain may pose a higher risk to violations of labour
rights due to their location. We mitigate this risk by
performing supplier due diligence in which we iden-
tify potential supply-chain risks, and before awar-
ding a contract we undertake due diligence studies
where we see risk.
Furthermore, Ebusco uses LFP batteries which are
cobalt-free. Cobalt is re-prone and mining of cobalt
is exposed to human rights violations. The batteries
Ebusco uses in its buses have many advantages
from an environmental, safety and ethical point of
view. Our policies and principles are also embedded
in our Chinese operations. We have Ebusco staff on
the ground supervising not only the operational acti-
vities but also compliance with our business ethics.
Furthermore, Ebusco proactively invests in the con-
tinuous improvement of health and safety aspects
of its Chinese suppliers.
Ebusco values doing business ethically and in a
transparent manner. Our Code of Conduct sets the
framework for our business ethics and the expecta-
tions we have of everyone involved in our operations.
It is important to Ebusco that every employee un-
derstands, complies with and conveys our shared
standards and values, and the company refers all
employees to the Code of Conduct to create and
maintain awareness of these. Employees are en-
couraged to report any violation of the standards or
practices laid down in the Code of Conduct to their
direct supervisor or a senior executive. This can also
be done anonymously in accordance with the Whis-
tle-blower Policy posted on the company’s website.
Certain principles laid down in our Code of Conduct
stipulate that the company shall compete honestly
and fairly. Ebusco’s policy is geared at complying
with all applicable legislation and regulations with
respect to competition and monopolies.
Furthermore, the Code of Conduct stipulates the
non-acceptance of gifts of any type. Accordingly, we
forbid and condemn any form of bribery or corrup-
tion. Employees are informed about and trained on
ANNUAL REPORT EBUSCO 2021
31
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
32 32
ANNUAL REPORT EBUSCO 2021
RISK MANAGEMENT GOVERNANCE
In conducting our business, we face many risks that may interfere with our busi-
ness objectives. It is important to understand the nature, likelihood and potential
impact of these risks. The company sees adequate risk management as an integral
element of good business practice. The Management Board is responsible for the
organisation, implementation and functioning of the internal risk management
and control systems that are geared to Ebusco’s business activities. The Manage-
ment Board is aware that risk management and control systems cannot provide an
absolute guarantee with respect to achieving the business objectives and preven-
ting signicant errors, losses, fraud or the violation of laws or regulations.
The scope of the Supervisory Board’s supervision
includes the design and operation of the internal
risk management and control systems as well as
the monitoring of the effectiveness of the internal
control system. The Audit Committee supports the
Supervisory Board in the performance of this super-
vision. The Management Board and the Supervisory
Board consider effective risk management to be a
critical success factor achieving the company’s
mid- and long-term objectives.
RISK PROFILE AND RISK APPETITE
Ebusco’s approach to risk management is aimed at
nding the right balance between maximizing the
business opportunities while at the same time ma-
naging the risks involved. The most important risks
have been identied and clustered into four catego-
ries: strategic risks, operational risks, nancial and
reporting risks and compliance risks.
RISK MANAGEMENT AND INTERNAL CONTROL
BUSINESS RISKS
Events that may prevent the organisation from achieving its business objectives
PROCESS RISKS
A minimum standard of internal control will secure the safeguard of our assets and reputation and ensures reliable information
STRATEGIC OPERATIONAL COMPLIANCE
FINANCIAL
REPORTING
Are we doing the right things? Are we doing the things right? Do we have accurate (nancial) reporting? Do we comply with laws and regulations?
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
33
ANNUAL REPORT EBUSCO 2021
The company is prepared to accept risks associated
with doing business in the continuously changing
market environment in a responsible and well-consi
-
dered way, as well as in line with the interests of its
internal and external stakeholders.
It is the duty of the Management Board to weigh the
business opportunities against the expectations and
interests of employees, shareholders, nancial insti
-
tutions, supervisors and other strategic stakeholders.
Decisions regarding changes or ne-tuning of our
business models are taken by the Management Board
in accordance with the risk appetite of the compa
-
ny. Considering strategic risks, a balance is explicitly
sought between acceptable risk on the one hand and
the entrepreneurship conducted in the context of long-
term value creation on the other hand. Operational
risks must be kept under control as well as possible,
and the company will review the effectiveness and ef
-
ciency of its operational processes for this purpose.
Next, nancial and reporting risk needs to be control
-
led as well to avoid errors in our nancial reporting. The
risk appetite in terms of compliance is ‘to avoid’, me
-
aning that all laws and regulations must be adhered to.
RISK MANAGEMENT SYSTEM
Ebusco’s risk management policies are established to
identify and analyse the risks faced by the company,
to set appropriate risk limits and controls, to monitor
risks and adherence to limits and to assess the effec
-
tiveness of the internal controls. Risk management
policies and systems are reviewed to reect changes
in market conditions and our activities. The internal
control processes support management to identify
and address risks in a timely and consistent way.
Our risk management provides reasonable assuran
-
ce that the risks we face are properly evaluated and
mitigated, and that management is provided with the
information necessary to make informed decisions in
a timely manner. The following elements form part of
Ebusco’s risk management system:
QUALITY CONTROLS
The company has adopted an integrated, end-to-end
approach to quality control, meaning that the compa
-
ny performs multiple quality inspections during both
the production and the pre delivery inspection (PDI)
phase, and the company continuously provides feed
-
back of the outcome of quality checks to its develop-
ment and engineering teams to increase quality in
the design and production process. The company has
strategies to identify and correct any defects at each
of the design, supplier development, production, and
eld performance stages for Ebusco’s zero-emission
buses.
MANAGEMENT INFORMATION SYSTEMS
The heart of our internal risk management and con-
trol system on our periodic performance is formed
by our reporting cycle and management information
systems. Our midterm plan and objectives form the
basis on which our yearly budget is made. This annual
budget is a bottom-up approach and the result of a
diligent process. The actual performance in all its de
-
tail is monitored carefully and all deviating risks and
opportunities are evaluated and acted upon.
POLICIES
Ebusco has a Code of Conduct that has been deter-
mined by the Management Board and approved by the
Supervisory Board. The Code of Conduct applies to all
Ebusco employees and is published on the corporate
website. In addition, Ebusco has a Whistle-blower po
-
licy that has been published on the corporate website
and ensures that possible violations of existing policy
and procedures can be reported without any negative
consequences for the person reporting the violation.
INTERNAL AUDIT
The company has appointed an internal auditor as
specied in best practice provision 1.3.1 of the Dutch
Corporate Governance Code. The company appointed
an audit rm for fullling the internal audit function.
The objective for 2022 is to develop, implement and
deploy an integrated Risk & Control framework, as
agreed upon with the Management Board and Super
-
visory Board.
DEVELOPMENTS IN 2021 AND EARLY 2022
The Covid-19 pandemic has impacted economic, go-
vernment and social activity across the world since
early 2020. In response to the pandemic, government
regulations aimed at shifting social behaviours to li
-
mit or close non-essential transportation, business
activities, government functions and person-to-per
-
son interactions, resulting in employees working from
home. In some instances where these restrictions
have been eased, governments have followed with
actual or contemplated returns to stringent restric
-
tions on gatherings or commerce or with reduced
forms of restrictions that still limit transportation,
business activities and other person-to-person in
-
teractions. These trends have resulted in limited de-
mand for public transport, which in turn has resulted
in a reduced amount of income generated by Public
Transport Authorities (PTAs) and Public Transport
Operators (PTOs) who responded by offering fewer re
-
quests for tenders, bids or quotations for new buses in
the rst half of 2021.
Ebusco has in the past and continues to experience
supply chain disruptions and supply shortages as a
result of the prolonged Covid-19 pandemic. The Com
-
pany is taking pro-active steps to manage the risk
of further impact from the supply chain disruptions
by rebuilding its safety stock, shipping components
by air rather than ships (where this is an option and
feasible from a cost perspective), designing alterna
-
tive replacement parts, installing certain components
at its headquarters in Deurne instead of its third-par
-
ty assembly partner in China and by using exchange
parts. Due to the slowdown in customer activity and
orders during 2020 and early 2021, as well as some
disruption to production and deliveries due to supply
chain challenges, in each case as a result of Covid-19,
the company’s revenue was signicantly impacted in
2021. Compared to 2020, revenue was down approxi
-
mately 75%, mainly driven by a slow-down in orders
due to Covid-19 combined with the global supply
chain shortages.
Ebusco has experienced further delays in bus pro
-
duction and shipments in 2021 and anticipates that
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
Global population growth and urbanisa-
tion especially in developing countries
is predicted to fuel demand for public
transportation.
Macroeconomic factors
Covid-19 revived the demand for indivi-
dual mobility and delayed tenders – No
signicant long-term impact on bus de-
mand expected.
Covid-19 impact
Transit infrastructure investments were
and are being implemented globally to
p
ush decarbonisation as well as economic
development.
Transit infrastructure
investments
Regulators expected to increase push for
electric buses in both Europe and the US.
Neutral outlook for China as penetration
already high.
Emission regulations
To reach emission targets, cities around
the world are driving the electrication of
their bus eets.
City restrictions and targets
Subsidies for electric buses have been
introduced in Europe and North America,
with continued increases in investment.
Purchase and tax incentives
Operators prefer environmentally friendly
solutions as long as basic range and ca-
pacity requirements are met and TCO is
comparable to other solutions.
Customer preferences
The performance of BE buses as well as
their cost position is constantly impro-
ving – TCO better than diesel buses in
many cases.
Performance and TCO
improvements
KEY DRIVERS AND TRENDS IMPACT MAGNITUDE COMMENTS
GENERALREGULATIONSTECHNOLOGY & CUSTOMERS
positive impact neutral impact negative impact high impact low impact
ANNUAL REPORT EBUSCO 2021
FOCUS IN 2022 AND BEYOND
In order to bring the organisation to the next level of
sound risk management and internal control, Ebusco
will, together with external advisors, assess the current
and desired state of risk management and control. We
will further build and formalise the risk management
framework and implement additional processes, whi
-
le at the same time stimulating the business to make
internal control part of day-to-day activities. The plan
-
ned implementation of an ERP system will strengthen
the company’s control framework.
The operational focus for 2022 will concentrate on the
scale-up of the manufacturing of the Ebusco 3.0. The
manufacturing facility in Deurne will serve as a blue
-
print for a capital efcient increase in manufacturing
capacity across multiple geographies. The future glo
-
bal manufacturing set-up allows for a high degree of
standardisation with only selected production phases
taking place locally, while the bulk of manufacturing is
centralised in a smaller set of larger facilities.
Beyond 2021, Ebusco has identied and addressed
the following market trends, including the associa-
ted risks:
it may continue to do so into 2022 taking into con-
sideration the geopolitical situation in Ukraine and
Russia.
The geopolitical situation due to the conict between
Ukraine and Russia could further impact (current)
supply chain, which might result in delayed revenues
from 2022 into 2023. We do not work with suppliers
that are in Russia, Ukraine or Belarus, nor do we have
commercial activities in this region. We continue to
closely monitor our procurement activities and any
potential future impact if the geopolitical tension
worsens and persists and will take mitigating measu
-
res if required.
Next to supply chain disruptions, the conict bet
-
ween Ukraine and Russia could result in higher ina-
tion than anticipated before, leading to higher costs.
Furthermore, volatility in currency might increase,
which could impact our performance adversely.
Although we cannot rule out that this conict will af
-
fect our business in due course, we do not see any
direct impact on our operations at this moment.
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
34
GENERALREGULATIONSTECHNOLOGY & CUSTOMERS
ANNUAL REPORT EBUSCO 2021
key driver for the electrication of the bus power-
train in countries around the world, especially in Eu-
rope and North America.
• Emission regulations: Numerous countries have
signed the Paris Agreement, which lays out pu-
blic policy initiatives for signatory governments
worldwide to limit global warming and reduce
greenhouse gas emissions. These resolutions for
governments to address global climate change
also place pressure on them to switch from inter-
nal combustion engine to zero-emission buses;
• City restrictions and targets: To reach emission
targets, many cities around the world are driving
the electrication of their bus eets;
•
Purchase and tax incentives: In addition to the
regulatory frameworks and city-led initiatives dis
-
cussed above, many countries also offer incentive
and tax benet schemes to subsidise and promote
the purchase and use of BE buses. For example,
in Sweden, subsidies are granted via premiums of
up to 20% of the purchase price of electric buses,
subject to such premium not being higher than the
price difference with a comparable diesel bus. Si
-
milarly, in Amsterdam, Netherlands electric buses
are subsidized up to €40,000 per bus. In Germany,
a federal funding scheme is in place for up to 80%
of the additional investment costs or expenses of
electric buses, compared to diesel buses, including
the required investment in associated charging in
-
frastructure. The government of Denmark has set
a similar investment, investing DKK 75 million to
-
wards accelerating the transition to green buses
(including biogas, bio diesel, electricity or hydro
-
gen) and a tax exemption for commercial charging.
TECHNOLOGY & CUSTOMERS
• Customer preferences: The regulatory ‘push’ as
described above, but also the increasing preferen-
ce of PTAs, PTOs and the underlying end-custo-
mers for environmentally friendly transportation
solutions drive PTOs and PTAs to procure fully
electric transit solutions;
•
Performance and Total Cost of Ownership (TCO) im-
provements: Over the last ve to six years, BE buses
have improved signicantly with regard to range,
recharging speed and weight, which is the result of
rapid technology developments and strong industri
-
alisation efforts by OEMs (Original Equipment Manu-
facturer).
RISK APPETITE
Our risk appetite depends on the nature of the risk,
the likelihood and the potential impact on our busi
-
ness. Ebusco’s risk appetite, the level of risk Ebus-
co is willing to accept to achieve its objectives, may
vary based on specic risks and is divided into ve
levels: very low, low, medium, high and very high. Our
approach is geared toward mitigating the risks to the
levels dened in our risk appetite.
RISK OVERVIEW – OUR KEY RISKS
The following is a summary of key risks that, alone or
in combination with other events or circumstances,
could have a material adverse effect on the compa
-
ny’s business, nancial condition, results of operati-
ons or prospects. Although management believes that
the risks and uncertainties described below are the
most material risks, they are not the only ones Ebusco
may face. All of these risk factors and events are con
-
tingencies which may or may not occur. The company
may face a number of these risks described below si
-
multaneously and some risks described below may be
interdependent. In making the selection, the company
has considered circumstances such as the probabili
-
ty of the risk materialising on the basis of the current
state of affairs, the potential impact which the ma
-
terialisation of the risk could have on the company’s
business, nancial condition, results of operations or
prospects, and the attention that management would,
on the basis of current expectations, have to devote to
these risks if they were to materialize:
GENERAL
• Macroeconomic factors: Macroeconomic trends
such as ongoing global population growth and
urbanisation, especially in developing countries,
are expected to drive growth in the overall transit
and battery electric (BE) transit bus market. Next,
geopolitical trends could delay or slow-down the
growth in this market;
• Covid-19 impact: Although the Covid-19 crisis has
revived the demand for individual mobility and
delayed tenders by PTAs and PTOs, over the long
term there is no signicant long-term impact on
bus demand expected from this crisis. With the in-
creasing vaccination of populations and growing
population and urbanisation discussed above,
management expects that the adverse impact of
Covid-19 on the use of public transportation and
the tender activity of the Company’s existing and
new clients will dissolve over time. In addition, the
global pandemic has led to supply chain issues,
resulting in a delay of orders and, subsequently,
delay of revenues;
• Transit infrastructure investments:
Public bus
transit is generally in focus of governments
around the world, since change to bus transit
infrastructure is often easier to implement com-
pared to infrastructure via rail systems, including
train, light-rail or subway systems. Globally there
are multiple support plans to push decarbonisati-
on through transit infrastructure investments.
REGULATIONS
Regulations and various incentive schemes are a
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
35
RISK APPETITE VERY LOW LOW MEDIUM HIGH VERY HIGH
Behaviour towards risk
Averse Prudent Balanced Considerable Seeking
Strategic
Operational
Financial & reporting
Compliance
36
RISK AREA RISK RISK DESCRIPTION
RISK
TREND
RISK
APPETITE
LIKELIHOOD
IMPACT
Strategic
Intense and increasing competition The company faces intense and increasing competition in the transit bus market and may not be able to compete successfully against new
and established competitors, which could materially adversely affect the company’s business, revenue growth and market share.
Pandemics The company has been and may continue to be impacted by macroeconomic and other conditions resulting from the Covid-19 pandemic,
including by disruptions to its supply chain and production, which could materially adversely affect the company’s business, nancial
condition, results of operations or prospects.
Macro-economical and geopolitical
environment
Geopolitical and macroeconomical changes and disruptions could materially adversely affect the company’s business, nancial condition,
results of operations or prospects.
Third-party suppliers The company’s business and protability may be materially adversely affected by increases in costs, disruptions, failure or non-perfor-
mance of the company’s third-party suppliers.
Supply chain disruptions The company’s business and protability may be materially adversely affected by supply chain disruptions or supply shortages.
Alternative technologies Developments or advances in alternative technologies, including but not limited to hydrogen, or improvements in the internal combustion
engine, may materially adversely affect the demand for the company’s zero-emission buses, result in additional expenses for the company
or affect the competitiveness of the total cost of ownership of the company’s zero-emission buses compared to its competitors and the
company’s business, nancial condition, results of operations or prospects could be materially adversely affected.
Operational
Scale-up production The company’s ability to scale its production on the timetable anticipated and operate plants is still evolving and may lead to increased
costs, delays and/or reduced production of its zero-emission buses that may materially adversely affect the company’s international
expansion strategy and its ability to operate its business, nancial condition, results of operations or prospects.
‘Buy quality’ regulations In order to compete effectively the company sources a number of the components in its zero-emission buses in a manner to comply
with applicable “buy quality” regulations which could lead to additional expenses or may become increasingly difcult to manage as the
company expands its operations internationally.
Investments The company spends a signicant amount on research and development and invests time and resources into strategic partnerships and
collaborations with its suppliers. If the company fails to make the right investment decisions in its technologies and services, strategic part
-
nerships or collaborations with suppliers, its business, nancial condition, results of operations or prospects could be materially adversely
affected.
Retain, attract and hire highly skilled
personnel
The company’s success depends, in part, on its ability to retain, attract and hire highly skilled personnel. If the company is unable to retain,
attract or hire highly skilled personnel, its ability to compete may be harmed.
IT & Security Risk of breach of data and cyber attacks.
Financial and reporting
Currencies Volatility of currencies which put pressure on prot margins.
Ination Increased and structural ination might undermine the real value of cash ows made from an investment.
Reporting Risk that Ebusco’s reporting contains material errors.
Compliance
Legal & regulatory Damage (including reputation) due to violation of legislation and regulations including export and sanctions regulations, unfair competition,
fraud, corruption and bribery.
Tax Damage (including reputation) due to violation of tax legislations and regulations.
increased equal very low low medium
36
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
decreased high very high
37
ANNUAL REPORT EBUSCO 2021
Ebusco expects competition for battery electric and
other zero-emission buses to intensify as suppliers
put more focus on this segment given expected in
-
creases in demand and increasing regulatory support
for zero-emission and alternative fuel buses or other
forms of transport and as new entrants enter the tran
-
sit bus market, particularly those that target the bat-
tery electric bus segment. This could lead to increased
price competition in the battery electric bus segment.
Since price is one of the factors that make up the to
-
tal cost of ownership, if the company’s competitors
lower their prices, this could lead to them having a
more competitive total cost of ownership compared to
Ebusco’s total cost of ownership for its zero-emission
buses, which could harm the company’s business, de
-
creasing its competitive advantage and/or resulting in
fewer of Ebusco’s buses sold, as well as its operating
results, or prospects as the company could feel pres
-
sure to decrease the price of its zero-emission buses,
reducing its overall protability.
Other factors affecting competition include product
quality and features, environmental impact, innovati
-
on and development time, reliability, safety, fuel eco-
nomy, and customer service as each of these factors
are often part of the considerations that PTAs, PTOs
or other customers use to evaluate which and what
type of bus to purchase. While the Management Board
believes that Ebusco currently has a competitive ad
-
vantage in relation to the total cost of ownership of
a transit bus with its newest zero-emission bus, the
Ebusco 3.0 (due largely to the Ebusco 3.0’s lightweight
composite body technology), pricing, fuel economy
and maintenance costs are also factors that impact
a bus’s total cost of ownership. Existing and potential
competitors may be able to develop buses and provide
services that drive down the total cost of ownership
of their transit buses due to their price, features, en
-
vironmental impact or innovation. Alternatively, they
may be able to develop products or services that are
better able to compete on the basis of other factors
that are equal or superior to those offered by Ebusco
or which achieve greater market acceptance. Howe
-
ver, while Ebusco’s existing and potential customers
often use the total cost of ownership to make purcha
-
sing decisions, other customers, particularly those
in markets, such as Latin America, without as much
access to nance or with less favourable nance opti
-
ons, may place more importance on the price of a bus,
which could hinder the company’s ability to expand or
compete in these markets. Furthermore, PTAs or PTOs
may favour local competitors, irrespective of total
cost of ownership and some of Ebusco’s competitors
may aggressively discount their products and services
in order to compete on price and gain market share,
which could result in pricing pressures, reduced prot
margins, lost market share, or a failure to grow mar
-
ket share by Ebusco. This could impact the company’s
STRATEGIC RISKS
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
INTENSE AND INCREASING COMPETITION
Both the transit bus market generally and the batte-
ry electric bus segment of this market in particular
are highly competitive, and Ebusco competes for
sales with suppliers of internal combustion engine
buses, battery electric buses, and other forms of ze-
ro-emission buses (meaning road vehicles that emit
no pollution from its exhaust), like hydrogen fuel
cell powered buses. Many of the company’s current
and potential competitors are traditional automobi-
le and bus suppliers with strong brand recognition,
loyal customer bases, longer operating histories
with established track records of service and gre-
ater nancial, marketing and other resources than
the company has and these competitors may be
able to devote greater resources to the design, de-
velopment, manufacturing, assembly, distribution,
promotion, sale and support of their battery electric
bus segment. Moreover, Ebusco’s competitors that
also produce diesel-hybrid and compressed natural
gas vehicles may have an advantage with existing
and prospective customers that are interested in
exploring diesel alternatives without committing to
zero-emission vehicles or that wish to pursue a gra-
dual zero-emission or electrication strategy with
the same supplier. Additionally, many of these com-
petitors have more experience with the procurement
process of PTAs.
37
38
ANNUAL REPORT EBUSCO 2021
vaccines and accompanying government vaccinati-
on programmes have proven positive signs towards
recovery, it is difcult to predict the extent of the
impact of the Covid-19 pandemic, and whether more
stringent restrictions on commerce or non-essential
interactions will be imposed, including as a result of
new strains or variants of the virus.
Ebusco’s third-party suppliers have temporarily had
to suspend operations for short periods of time as a
result of measures implemented by governments in
response to the Covid-19 pandemic which have cau
-
sed disruptions and delays to the company’s produc-
tion and delivery schedules. Its suppliers have also
experienced challenges ramping up and re-establis
-
hing production capacity in connection with the pro-
longed Covid-19 impact, resulting in prolonged supply
chain challenges for the company.
Curre
ntly, there is a global semiconductor shorta-
ge as a result of reduced production following the
closure of manufacturing facilities during the initial
phase of lockdowns imposed by governments across
the world in response to the Covid-19 pandemic, and
the markedly increased demand for semiconductors
by the consumer electronics industry during the pan
-
demic. The company recently experienced shortages
from its existing semiconductor supplier and was re
-
quired to switch to another supplier. While Ebusco has
a sufcient supply of semiconductors for its antici
-
pated production volumes in the near term, it may be
unable to maintain its arrangements with suppliers or
to obtain the volume of semiconductors it will need
in the future should the global shortage for semicon
-
ductors continue or other supply shortages ensue.
While Ebusco has not yet experienced any cancella-
tion of existing orders, the Covid-19 pandemic has
resulted in cancelled or delayed tender processes,
reducing opportunities for the company to generate
new orders. If there is lower demand for public trans-
portation in the future, and a corresponding decre-
ase in zero-emission bus purchases, the company’s
business, nancial condition, results of operations
or prospects could be materially adversely affected.
Risk response: Ebusco has put in place the following
risk mitigation measures to cope with this strategic
risk:
• The health and safety of our employees is and will
remain our key priority. Necessary and effective
preventive measures have been taken to support
the well-being of all of our employees;
• Increase in stock of critical bus components;
• Strong nancial position which enables Ebusco to
quickly respond to downturn in activities. This in
-
cludes the availability of (surplus) cash and focus
on working capital.
MACRO-ECONOMIC AND GEOPOLITICAL
CHANGES
Ebusco’s results of operations can be impacted by ge-
opolitical changes and economic cycles globally and
in its key markets. Unfavorable geopolitical changes
such as the absence of, or below-trend, global po
-
pulation growth and urbanisation, a decrease in real
gross domestic product (GDP), government austerity
measures, high unemployment rates or constrained
credit markets tend to impact levels of end user de
-
mand for public transit and spending on public transit,
which in turn leads to reduced spending by govern
-
ments and Ebusco’s customers on public transport.
Barring the foreseen any unforeseen circumstances
related to the conict surrounding Ukraine and Rus-
sia, we could be faced with sustained disruption of our
global supply chain. The factors described above, or
other factors which may impact conditions relevant to
Ebusco’s business environment, are difcult to predict
and may have a material adverse impact on Ebusco’s
business, nancial condition and operating results.
They can also make it more difcult to budget and
make reliable nancial forecasts.
Risk response:
Ebusco has put in place the following
risk mitigation measures to cope with this strategic
risk:
• Ebusco monitors economic, political and general
societal changes and, where necessary, develops
response strategies to such events, including the
conict between Ukraine and Russia and pandemi
-
cs (e.g. Covid-19);
• We closely monitor our procurement activities and
any potential future impact if the geopolitical ten
-
sion worsens and persists and will take mitigating
measures if required.
• Increasing geographical spread of activities;
• Strategic partnerships to ensure an efcient and
effective global supply chain;
ability to compete successfully and may materially
adversely affect Ebusco’s business, nancial conditi
-
on, operating results or prospects.
Risk response: Ebusco has put in place the following
risk mitigation measures to cope with this strategic
risk:
• Protect technology related to lightweight casco’s;
• Explore and develop other market and product
segments (e.g. Energy Storage Systems and auto-
nomous driving);
• Access to sufcient funds to take on new invest-
ment opportunities.
PANDEMICS
The Covid-19 pandemic has impacted worldwide
economic activity since early 2020. Government re-
gulations and shifting social behaviors have limited
or closed non-essential transportation, government
functions, business activities and person-to-person
interactions and resulted in many employees wor-
king from home. In some cases, the relaxation of
such trends has been followed by actual or contem-
plated returns to stringent restrictions on gatherings
or commerce, including in parts of Europe, where the
Ebusco’s primary operations are currently located.
These trends have resulted in a reduced number of
travelers.
Ebusco has continued to see an impact on orders
and tender opportunities during 2021 compared to
2019 and 2020 as a result of uncertainty relating to
public transit needs as a result of Covid-19. While the
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
39
• Ebusco is in the process of optimising its integra-
ted supply chain organisation, supplier base and
manufacturing footprint from a global perspective,
to enable agile responses to large and rapid shifts
in demand and supply globally.
THIRD-PARTY SUPPLIERS
Ebusco’s zero-emission buses contain numerous com-
ponents that are purchased from a limited number of
third-party suppliers, including the company’s lithium
iron phosphate (LFP) batteries. Ebusco also relies on
a third-party supplier in China for the assembly of its
existing zero-emission buses and a supplier in Europe
for the carbon bre for its composite body. This could
expose the company to potential third-party risks of
price increases, disruptions, failure to deliver compo
-
nents as specied, non-performance or other factors
beyond the company’s third-party suppliers’ control.
The unavailability of any component or supplier at ac
-
ceptable prices or at all could result in manufacturing
or assembly delays and product design changes, and
Ebusco may incur penalties from its customers. As
there are a limited number of third-party suppliers for
a number of the components used by Ebusco in its ze
-
ro-emission buses, should the demand for production
increase across the market, third-party suppliers may
be unable to meet the needs of customers, including
Ebusco. In addition, as the company increases its volu
-
me of zero-emission buses, its supply needs will incre-
ase and could become increasingly difcult to meet.
With respect to the batteries purchased by Ebusco for
its products, the batteries have been customised and
adapted to Ebusco’s bus design. Ebusco’s electrical
systems and software have also been customised for
each of their batteries. As a result, if the company were
required to replace either or both of its third-party bat
-
tery suppliers, Ebusco may have to incur a substantial
amount of expense to nd a new battery supplier and
update other components or systems of its zero-emis
-
sion buses to work with a different battery. This could
also lead to signicant delays in delivering Ebusco’s
products as related components are redesigned or
modied.
Risk response:
Ebusco has put in place the following
risk mitigation measures to cope with this strategic
risk:
• Increase in stock of critical bus components;
• Strategic partnerships to ensure an efcient and
effective global supply chain;
• Batteries are sourced from two major, qualied sup
-
pliers.
SUPPLY CHAIN DISRUPTIONS
Ebusco is exposed to the risk of supply disruptions and
shortages, including due to epidemics or pandemics
of diseases, geopolitical factors, governmental chan
-
ges, nancial distress experienced by suppliers, power
outages, production difculties of suppliers, natural or
man-made disasters and restrictions, tariffs or other
unforeseen circumstances. Ebusco has in the past
and continues to experience supply chain disrupti
-
ons and supply shortages as a result of the prolonged
Covid-19 pandemic, Further supply chain disruptions
and/or shortages can directly impact the company’s
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INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
ability to produce and/or ship its zero-emission buses,
which in turn could have a material adverse effect on
the company’s business, nancial condition, results
of operations or prospects.
In order to optimise the development, manufacturing
and assembly of its zero-emission buses, Ebusco
must manage its supply chain with third parties for its
bus components and technology as well as the deli
-
very of the zero-emission buses. In some instances,
such as delays due to extended shipping routes due to
blockages in traditional routes, disruption in the sup
-
ply chain can be caused by factors outside of the con-
trol of Ebusco or its third-party suppliers. Fragmen-
tation in the supply chain and/or any changes in the
regulatory laws or political situation in the countries
that the company or its third-party suppliers operate
in or must transport its products or supplies to or from
could further complicate supply chain disruption risks
and result in delays in deliveries.
Where a third-party supplier is unable to deliver com
-
ponents as specied, Ebusco may be unable to ob-
tain such components in a timely manner and such
supply chain disruption may cause the company to
experience delays in completing an order, thereby in
-
curring penalties. If the amount Ebusco is required to
pay in penalties exceeds the cost of components that
caused the delay or exceeds the amount of the order,
Ebusco could incur a loss under the relevant contract.
In addition, where a third party is unable to deliver
components as specied, the company may be forced
to recall or remedy malfunctioned components, which
could subject Ebusco to reputational harm and additi
-
onal expenses.
Risk response:
Ebusco has put in place the following
risk mitigation measures to cope with this strategic
risk:
• Increase in stock of critical bus components. Fu-
rthermore, the company is making balanced in-
vestments in both global and local supply chains
to reduce dependencies and lead times and to
meet local market requirements;
• Strategic partnerships to ensure an efcient and
effective global supply chain;
• T
he company is taking pro-active steps to mana-
ge the risk of further impact from the supply chain
disruptions by rebuilding its safety stock, shipping
components by air rather than ships (where this is
an option and feasible from a cost perspective),
designing alternative replacement parts, installing
certain components at its headquarters in Deurne
instead of its third-party assembly partner in China
and by using exchange parts.
ALTERNATIVE TECHNOLOGIES
Ebusco may be unable to keep up with the changes
in zero-emission technology or other alternative fuel
sources and, as a result, its competitiveness may suf
-
fer. Developments or advances in alternative techno-
logies, such as hydrogen fuel cells, advanced diesel,
ethanol, or compressed natural gas, or improvements
in the fuel economy of the internal combustion engi
-
ne or other technological advances that would make
such alternative technologies more
competitive
40
against or attractive than Ebusco’s zero-emission
buses, could result in the company’s competitors ha
-
ving zero-emission or other buses with a lower total
cost of ownership than those of the company’s ze
-
ro-emission buses, which could materially adversely
affect Ebusco’s business or prospects.
Even if Ebusco is able to keep pace with changes
in technology and develop new products and servi-
ces, the company is subject to the risk that its prior
models, products, services and designs will become
obsolete more quickly than expected, resulting in a
lower return on investments made in research and
development of Ebusco’s products or, in some ca-
ses, the company may be required to write off any
materials or components already purchased that
can no longer be used due to changing technolo-
gies. Inability of Ebusco to keep pace with changes
in technology or early obsoletion of its existing tech-
nology would affect the total cost of ownership of
its zero-emission buses as the total time that Ebus-
co’s zero-emission buses are used by clients may
be materially adversely affected (which impacts
the total cost of ownership) or it could increase the
maintenance costs if the company can upgrade the
technology (which would also increase the total cost
of ownership, unless such upgrades were provided
at the Company’s own expense). Any failure of the
company to successfully react to changes in exis-
ting technologies, any adverse impact on demand
for Ebusco’s products as a result of alternative
technologies, or to manage expenses arising from
developments or advances in alternative techno-
logies, could impact the total cost of ownership for
Ebusco’s zero-emission buses, materially harm its
competitive position and growth prospects and may
have a material adverse effect on the company’s
business, nancial condition, results of operations
or prospects.
Risk response: Ebusco has put in place the following
risk mitigation measures to cope with this strategic
risk:
• Ebusco is strongly committed to staying ahead of
the curve and retaining its technology leadership
by continuing to invest in research and develop
-
ment;
• Ebusco’s experience with heavy-duty batteries
and battery management systems has allowed it
to develop Energy Storage Systems (ESS) products
that have attractive applications for tasks of high
energy demand and for a wide range of applicati
-
ons where energy needs to be temporarily stored;
• There are partnerships in place with several uni
-
versities and technology institutes that are focu-
sed on innovation, while other key alliances inclu-
de the company’s close working relationships with
PTOs.
OPERATIONAL RISKS
SCALE-UP PRODUCTION
Ebusco plans to signicantly increase manufactu-
ring, production and assembly capacity in a short
amount of time to meet Ebusco’s expected inter-
national expansion plan and the production of its
Ebusco 3.0 buses on time for the delivery dates to
customers. The company’s ability to achieve its ma-
nufacturing and assembly plant expansion plans
will depend upon many factors, including obtaining
additional nancing to complete its international ex-
pansion strategy beyond 2023.
Ebusco’s international expansion strategy and pro-
duction of its Ebusco 3.0 will also depend on its abili-
ty to execute its plans to assemble the Ebusco 3.0 at
plants in various jurisdictions and deploy maintenan
-
ce and other services for these vehicles. Currently,
nearly all of Ebusco’s production of its zero-emission
buses is through its third-party suppliers. However,
the company already started to assemble its Ebusco
3.0 buses at its own plant in Deurne, the Netherlands,
enabling the company to support its scale-up efforts
in existing and its international expansion markets,
such as Australia, the United States and China. For
example, at the end of 2021, Ebusco started to as
-
semble, market and serve its Ebusco 3.0 in the
Netherlands. Ebusco also currently has a sales and
marketing ofce in the United States and Australia
but intends to expand its assembly operations
in Aus-
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INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
tralia for the APAC region during 2022. Ebusco
also
intends to introduce a Complete Knock Down (CKD)
plant in the United States in the short-term, to manu
-
facture its Ebusco 3.0 buses for the US and Canadian
markets by 2023. It also plans to introduce an OEM in
the medium-term.
Ebusco’s establishment and reliance on its own
plants will be subject to risks, including that the
company:
• may not be able to nd skilled labourers and other
plant managers required to operate plants in the
desired locations or jurisdictions;
• may require a larger than anticipated factory
footprint, which would increase Ebusco’s costs of
setting up plants and signicantly delay producti-
on of its zero-emission buses to be assembled at
such plants;
• may not be able to reach its rate of production
targets within its plants;
• may not be able to identify properties meeting the
requirements for its plants with respect to size,
shape, power supply and strength of constructi-
on, which could increase its costs of setting up
the plants and signicantly delay production of
its zero-emission buses to be assembled at such
plants;
• may not be able to build the expected number of
plants, which could reduce its production capa-
41
city and have a material adverse impact on its
international expansion strategy and its ability to
offer zero-emission buses that meet “buy local”
requirements;
• may experience changes in its manufacturing
and assembly technology that may result in ad-
ditional expense for Ebusco and could have a ma-
terial adverse effect on the company’s business,
nancial condition, results of operations or pros-
pects; and
• may experience higher local wages and supplier
costs than expected, resulting in higher operating
costs and reducing its ability to be protable.
Any inability to scale up its production, or delays in
scaling up its production, could materially adversely
affect the company’s ability to operate its business
and delay production of its vehicles.
Risk response: Ebusco has put in place the following
risk mitigation measures to cope with this operatio-
nal risk:
• Access to sufcient funds to take on new invest-
ment opportunities;
• Ebusco’s scale-up of its OEM production facility
in Deurne is expected to grow its production ca-
pacity from 250 buses per year for each of the
four phases of manufacturing and assembly to
a capacity of 500 buses per year for each of the
four phases of manufacturing and assembly. This
scale-up is expected to be completed before the
year ended 31 December 2022;
• A
detailed scale-up timetable has been develo
ped.
As part of its research and development invest-
ments, Ebusco has formed strategic partnerships
with private and public institutions and some of the-
se arrangements are evidenced by memorandums
of understanding, non-binding letters of intent, or
early-stage agreements that are used for design
and development purposes, which could be termina-
ted or may not materialise into next-stage contracts
or long-term contract partnership arrangements or
otherwise result in innovation. If Ebusco is unable to
maintain such arrangements and agreements, con-
tribute to innovation through these arrangements
and agreements or if such arrangements and agree-
ments contain other restrictions from or limitations
on developing zero-emission buses and other rele-
vant technology with other strategic partners, the
company could be negatively impacted.
Furthermore, Ebusco’s research and development
efforts, its strategic partnerships and collaborati-
on with its suppliers help the company to develop
competitive technology. For example, Ebusco’s
long-range electric batteries, designed for overnight
charging, are a key component of its zero-emission
buses that the Management Board believes provides
the company with a competitive advantage. These
batteries include many individual battery cells that
function together to create Ebusco’s long-range
electric batteries. With the research and develop-
ment efforts of Ebusco and its strategic partner-
ships and suppliers, the company is able to develop
battery cells and various related components to
continue to develop the range of its buses or charge
‘BUY QUALITY’ REGULATIONS
Ebusco currently sources much of its supplies for its
zero-emission buses from Europe to be compliant
with “buy local” regulations or priorities applicable
to the procurement policies of many PTAs, PTOs or
other customers. Ebusco currently contemplates
continuing to use European components in its ze-
ro-emission buses that will be assembled in its
plants to be opened in Australia, the United States
and China. To the extent necessary to be competitive
in these markets, or to comply with any applicable
regulations, the company may need to adapt some
of its components to meet “buy local” requirements.
This could lead to additional expense for Ebusco as
a local component may be more expensive or could
lead to an increase of costs due to any additional de-
sign adaption required to integrate the component
with the other components of the bus and any rela-
ted assembly costs, which may impact the compa-
ny’s ability to compete successfully.
In addition, changing a component to a locally
sourced component may also require a change in
bus design and/or additional regulatory approvals. It
is also possible that in Ebusco’s existing or interna-
tional expansion markets its competitors may ma-
nufacture or assemble comparable or competitive
products in more cost-effective jurisdictions or use
components manufactured in more cost-effective
jurisdictions and import their buses at lower prices
to the geographic markets in which Ebusco sells or
intends to sell its zero-emission buses. This compe-
tition could cause the company to lose market share
or compel the company to reduce prices to remain
competitive, which could result in reduced sales,
revenue and protability and impact the total cost
of ownership of Ebusco’s zero-emission buses. This
could impact the company’s ability to compete suc-
cessfully and may materially adversely affect Ebus-
co’s business, nancial condition, operating results
or prospects.
Risk response: Ebusco has put in place the following
risk mitigation measures to cope with this operati-
onal risk:
• Ebusco intends to construct local CKD (Complete
Knock Down) plants. By doing so, the buses pro-
duced locally will qualify under applicable ‘buy
local’ regulations.
INVESTMENTS
Electrication of commercial vehicles like Ebusco’s
zero-emission buses is a relatively new eld and one
which continues to evolve. As more companies in-
vest in the transit bus market, alternative modes of
transportation or adjacent markets, and new tech-
nologies are developed, Ebusco and its technolo-
gies may be unable to keep up with such advances
and, as a result, the company’s competitiveness
may suffer. Since technologies change, Ebusco has
spent and expects to continue to spend signicant
resources in ongoing research and development,
including by upgrading or adapting its products and
services, collaborating on research and forming
strategic partnerships with research institutions, in-
dustrial partners and suppliers.
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INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
efciency and maintain the competitive advantage
that the Management Board believes its batteries
provide. Should Ebusco fail to maintain its research
and development efforts or fail to maintain the rela-
tionships with its strategic partners or suppliers, the
company’s competitive advantage could be materi-
ally and adversely affected.
Ebusco invests a signicant amount of resources
internally and in collaboration with its third-party
battery suppliers and strategic partners to redu-
ce the total cost of ownership of its buses, provide
longer range zero-emission buses and provide pro-
ducts or services Ebusco believes will enhances
its competitiveness. However, the company’s re-
search and development efforts may not be suf-
cient or could involve substantial costs and delays
and prove ineffective investments. Ebusco has in-
vested a signicant amount of time and resources
to develop its lightweight composite body design
for the Ebusco 3.0 and its overnight charging sys-
tem for its zero-emission buses but these may not
appeal to, be purchased or adopted by customers
at the rates anticipated. If Ebusco’s existing tech-
nologies are not widely purchased or adopted, or if
the company selects and invests in technological
innovations, standards or features that are not wi-
dely purchased or adopted by customers within the
transit bus market in the future, Ebusco may not
recover its investments in these technologies and
may be at a competitive disadvantage. Furthermore,
while the company uses non-disclosure agreements
and other means to protect trade secrets and intel-
lectual property developed with strategic partners,
collaborators or suppliers, should these inadequa-
tely protect any technology developed or should any
of these third parties use knowledge gained in these
partnerships to prepare similar technology, the com-
pany could lose important technology or competitive
advantages which could materially and adversely
affect Ebusco’s business, nancial condition, re-
sults of operations or prospects.
Risk response: Ebusco has put in place the following
risk mitigation measures to cope with this operati-
onal risk:
• Access to sufcient funds to take on new invest-
ment opportunities;
• Attract, hire and retain highly skilled research and
development personnel.
RETAIN, ATTRACT AND HIRE HIGHLY SKILLED
PERSONNEL
Ebusco’s success depends, in part, on its continuing
ability to identify, hire, attract, train, develop and re-
tain other highly skilled personnel, such as compo-
site engineers, electrical engineers, industrial engi-
neers, automotive engineers, production employees,
and tender and sales personnel. Since Ebusco is one
of the early producers of zero-emission buses within
Europe, the company has a number of experienced
employees who have worked on the development
of Ebusco’s technology for several years. If such
employees were to begin working for a competitor,
Ebusco could nd it difcult and costly to enforce
agreements in place that are intended to protect
the intellectual property used by the company and
prevent it from being used by a competitor. Further-
more, as the demand for zero-emission vehicles like
Ebusco’s electric buses continues to increase, the
competition for experienced employees with skill
sets needed for the company’s business increa-
ses. It may be increasingly difcult to hire new em-
ployees since a number of skilled personnel sought
by Ebusco may be subject to non-compete agree-
ments with their past employers, which could make
it more difcult to hire new employees or may lead to
delays in hiring. Ebusco has in the past and may in
the future raise the wages or salaries of its workers
to compete for talent, which could negatively impact
the company’s margins.
Ebusco’s future success also depends on its ability
to identify, hire, attract and train new employees,
particularly where Ebusco may establish new plants
or other operations as part of its international expan-
sion strategy, as well as to support that strategy. In
particular, to compete successfully in the compe-
titive tender process, the company needs to have
sufcient numbers of tender and sales personnel
who are able to negotiate with various PTOs and
secure tenders for Ebusco. The company’s ability to
compete for tenders has in the past been adversely
affected by a shortage of such personnel, and Ebus-
co is actively recruiting additional personnel to ll
these roles. Should Ebusco be unable to attract, hire
and retain such personnel, its ability to successful-
ly compete in the tender process may be adversely
affected.
42
43 43
Any failure of Ebusco to attract, hire and retain other
key employees and highly skilled personnel, may
have a material adverse effect on the company’s
business, nancial condition, results of operations
or prospects.
Risk response: Ebusco has put in place the following
risk mitigation measures to cope with this operati-
onal risk:
• Annual performance and talent management
programs;
• Cooperation programs with universities;
• Retention programs for key personnel (e.g. shared
based compensation);
• Use good reputation and ESG philosophy to at-
tract and retain talented employees.
IT & SECURITY
IT & Security concerns the risk of breach of data
availability, condentiality and integrity (including
Intellectual Property ‘IP’). This also includes cyber-at
-
tacks (e.g. ransomware attack) that violate data to
disrupt the business operations and infrastructure.
We rely on the accuracy, availability and security of
our information technology systems. Despite the
measures that we have implemented, including those
related to cybersecurity, our systems could be brea
-
ched or damaged by computer viruses and systems
attacks, natural or man-made incidents, disasters or
unauthorized physical or electronic access.
We are experiencing an increasing number of cy-
berattacks on our information technology systems
as well as the information technology systems of our
suppliers, customers and other service providers,
whose systems we do not control. These attacks
include malicious software (malware), attempts to
gain unauthorized access to data, and other elec-
tronic security breaches of our information tech-
nology systems. They also include the information
technology systems of our suppliers, customers and
other service providers that have led and could lead,
for us, our customers, suppliers or other business
partners - including R&D partners - to disruptions in
critical systems, unauthorized release, misappropri-
ation, corruption or loss of data or condential infor-
mation (including condential information relating
to our customers, employees and suppliers). Further,
we depend on our employees and the employees of
our suppliers to appropriately handle condential
and sensitive data and deploy our IT resources in a
safe and secure manner that does not expose our
network systems to security breaches or the loss of
data. However, there is always a risk that inadvertent
disclosure or actions or internal malfeasance by our
employees or those of our suppliers could result in
a loss of data or a breach or interruption of our IT
systems.
In addition, any system failure, accident or security
breach could result in business disruption, theft of
our intellectual property, unauthorized access to, or
disclosure of, customer, personnel, supplier or other
condential information, corruption of our data or
of our systems, reputational damage or litigation.
Furthermore, computer viruses or other malware
may harm our systems and software and could be
inadvertently transmitted to our customers’ sys-
tems and operations, which could result in loss of
customers, litigation, government investigation and
proceedings that could expose us to civil or crimi-
nal liabilities and signicant management attention
and resources to remedy the damages that result.
We may also be required to incur signicant costs
to protect against or repair the damage caused by
these disruptions or security breaches in the future,
including, for example, rebuilding internal systems,
implementing additional threat protection measu-
res, providing modications to our products and
services, defending against litigation, responding
to regulatory inquiries or actions, paying dama-
ges, or taking other remedial steps with respect to
third parties. Further, remediation efforts may not
be successful and could result in interruptions, de-
lays or cessation of service, unfavorable publicity,
damage to our reputation, customer allegations of
breach-of-contract, possible litigation, and loss of
existing or potential customers that may impede our
sales or other critical functions.
Cybersecurity threats are constantly evolving. We
remain potentially vulnerable to additional known or
yet unknown threats, as in some instances, we, our
customers, and our suppliers may be unaware of an
incident or its magnitude and effects. We also face
the risk that we expose our customers to cyberse-
curity attacks through the systems we deliver to our
customers, including in the form of malware or other
types of attacks as described above, which could
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INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
harm our customers. Furthermore, the Covid-19
pandemic has increased the level of remote working
within our organisation, which increases the risks of
cybersecurity incidents. Moreover, the conict bet-
ween Ukraine and Russia has further increased the
risk of cyber attacks.
Risk response: Ebusco has put in place the following
risk mitigation measures to cope with this operatio-
nal risk:
• Information security function and policy to imple-
ment controls to ensure authorized use of informa-
tion;
• Signicant increase of information security invest
-
ments and security roadmap to increase security of
processes and systems;
• Increasing technical protective measures;
• Periodic penetration testing;
• Implementation of security monitoring services for
detection of, and response to, cyber threats to our
systems;
• Increasing information security awareness through
training and newsletters.
44 44
FINANCIAL AND REPORTING RISKS
Ebusco also experiences transactional effects of
exchange rate uctuations as it enters into a sale
or purchase transaction in a currency other than its
functional currency. Ebusco’s largest transactional
exposure arises in situations where the compa-
ny has a mismatch between its earnings and any
foreign currency and its costs that are denominated
in that currency.
As the Ebusco continues to expand in new markets
under its international roll-out plan, these foreign
exchange rate uctuation effects are expected to
become more pronounced and will continue to af-
fect the company’s results of operations and nan-
cial position.
Risk response: Ebusco has put in place the following
risk mitigation measures to cope with this nancial
and reporting risk:
• Treasury department that establishes currency
risk management, including responsibilities, au-
thorizations and reports. Liquidity is monitored by
the Treasury department, which tracks the actual
cash ow for the company on both a short- and
longer-term basis;
• Ebusco has a hedging program in place to antici-
pate net exposure of foreign currencies resulting
from purchases in China.
INFLATION
Ebusco is exposed to ination for costs of goods and
materials, transport and wages as a result of sup-
ply shortages which may impact our protability.
Currently, supply chain constraints have resulted in
higher-than-normal ination. The conict between
Ukraine and Russia has signicantly increased the
risk on high ination. Any unforeseen high ination
may have a material adverse impact on Ebusco’s
business, nancial condition and operating results.
Risk response: Ebusco has put in place the following
risk mitigation measures to cope with this nancial
and reporting risk:
• Strategic partnerships to ensure an efcient and
effective global supply chain;
• Ebusco monitors economic, political and general
societal changes and, where necessary, develops
response strategies to such events;
• We closely monitor our procurement activities
and any potential future impact if the geopolitical
tension worsens and persists and will take miti-
gating measures if required.
REPORTING
Accurate reporting and disclosures provide internal
and external stakeholders with signicant informa-
tion for a better understanding of Ebusco’s business.
Failures in reporting and/or disclosure notes, could
create market uncertainty regarding the reliability of
the information (including nancial data) presented
and could have a negative impact on the price of
Ebusco shares. In addition, the reliability of revenue
and expenditure data is key for steering the business
and for managing top-line and bottom-line growth.
The long lifecycle of bus sales, from order acceptan-
ce to accepted delivery by the customer, together
with the complexity of the accounting rules for when
revenue can be recognised in the accounts, presents
a challenge in terms of ensuring consistent and cor-
rect application of the accounting rules.
Risk response: Ebusco has put in place the following
risk mitigation measures to cope with this nancial
and reporting risk:
• Ebusco’s Accounting guidelines set the stan-
dard for accurate reporting. Key components of
our guidelines are our accounting principles and
checklist;
• Continuous training and education of our Finance
department.
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
CURRENCIES
A portion of the company’s operations, assets, lia-
bilities, revenue and expenses are denominated in
currencies other than the euro. Ebusco’s predomina-
te exposures are currently in Chinese yuan. Changes
in the exchange rates between these currencies the-
refore affect the company’s operations and nan-
cial position, as a result of transactional exchange
rate effects. The company is particularly exposed to
such effects with respect to its cost of sales and the
Chinese yuan. Ebusco uses hedging instruments to
decrease the risk of foreign adverse exchange rate
uctuation.
Ebusco experiences translational effects of exchan-
ge rate uctuation because its nancial results are
measured in the currency of the primary economic
environment in which it operates, its functional cur-
rency. Ebusco prepares its consolidated nancial
statements in euros and derives its revenue and/
or incurs costs in several different currencies. As a
result, uctuations in the foreign currency exchange
rates may increase or decrease the euro value of the
company’s non-euro assets, liabilities, revenue and
costs, even if their value has not changed in their lo-
cal currency. Ebusco is particularly exposed to such
effects with respect to its cost of sales and the Chi-
nese yuan.
45 45
COMPLIANCE RISKS
consequences for the position of the reporter, if it
conforms to the procedure drawn up for this purpose.
TAX
Ebusco is exposed to tax risks which could result in
double taxation, penalties and interest payments.
The source of the risks could originate from local tax
rules and regulations as well as international and
EU regulatory frameworks. These include transfer
pricing risks on internal cross-border deliveries of
goods and services, as well as tax risks relating to
changes in the transfer pricing model. Furthermore,
Ebusco is exposed to tax risks related to tax losses,
interest and tax credits carried forward, and poten-
tial changes in tax law that could result in higher tax
expenses and payments. The risks may have a signi-
cant impact on local nancial tax results, which, in
turn, could adversely affect Ebusco’s nancial con-
dition and operating results.
Risk response: Ebusco has put in place the following
risk mitigation measures to cope with this compli-
ance risk:
• Make use of external (tax) advisors for specialised
subjects;
• Rollout of a Tax Control Framework;
• Rollout on International transfer pricing policy;
• Develop good relations with tax authorities based
on mutual respect, transparency and trust.
LEGAL & REGULATORY
Non-compliance due to violation of legislation and
regulations and internal guidelines can result in
damage (Including to reputation). In recent years,
Ebusco has grown signicantly in terms of sales,
operations, employees and our business infrastruc-
ture. Consequently, the complexity of complying
with rules and regulations has increased.
Changes in regulations that apply to our business
can increase compliance costs and the risk of
non-compliance. Furthermore, additional regulati-
ons could impact or limit our ability to sell buses in
specic jurisdictions.
Risk response: Ebusco has put in place the following
risk mitigation measures to cope with this compli-
ance risk:
• Internal Audit department to perform internal au-
dits;
• By means of Ebusco’s code of conduct, all our
employees are aware of how they should do busi-
ness honestly and by signing this have agreed to
act accordingly;
•
In all layers of our company compliance with inter-
nal guidelines relating to integrity and behavior is
strictly monitored and enforced (zero tolerance);
• Employees ca
n report suspicions abuses through
a whistleblower policy. Such notications have no
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
46 46
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
MANAGEMENT STATEMENT
The Management Board is responsible for the design and effectiveness of the inter-
nal systems for risk management and control. The purpose of these systems is to
identify and effectively manage the signicant risks to which the company is expo-
sed. However, they can never provide an absolute guarantee that the company will
achieve its objectives and cannot entirely prevent major errors or losses, incidents
or fraud or actions in breach of laws and regulations.
The management Board has assessed the strate-
gic, operational, nancial and reporting risks and
compliance risks, as well as the design and effecti-
veness of the internal risk management and control
systems as described in the section on ‘Risk Ma-
nagement’.
During the year under review, the company has wor-
ked on the further development and implementation
an Internal Risk & Control Framework. The Manage-
ment Board appointed an audit rm to establish the
Internal Audit function.
The Management Board is responsible for the esta-
blishment and adequate functioning of a system of
governance, risk management and internal controls
in the company. This key responsibility has led to
the development and implementation on an Internal
Risk & Control Framework. This is expected to be im-
plemented in 2022. Once implemented, the Manage-
ment Board will report on internal risk management
and control systems to the Supervisory Board and its
Audit Committee.
The Supervisory Board has reviewed and approved
Ebusco’s 2021 nancial statements as prepared by
the Management Board.
The Audit Committee reviews and approves the au-
dits planned for the nancial year. Furthermore, the
Audit Committe monitors compliance with European
and Dutch independence rules on permitted servi-
ces provided.
The external auditor attends all Audit Committee
meetings. The external auditor’s ndings are discus-
sed at these meetings. The Audit Committee reports
to the Supervisory Board on the topics discussed,
including the independent auditor’s report with re-
gards to the audit of the nancial statements as well
as the content of the annual report. Furthermore, the
external auditor may attend the Supervisory Board
meeting in which the annual external audit report
is discussed. The external auditor may also attend
Supervisory Board meetings in which the quarterly
nancial results are discussed.
The Audit Committee is informed without delay in
case irregularities would be discovered in the con-
tent of the audit of the nancial reports.
The role of the Internal Audit function is to assess
and test the Risk & Control framework and, next, to
assess the systems of internal controls by perfor-
ming independent procedures such as risk-based
IT audits, operational audits and compliance audits.
The Internal Audit function reports directly to the Au-
dit Committee and Management Board.
Based on the nancial results for the 2021 nanci-
al year, the nancial position of the company and
the prospects for the year 2022, and considering
current market conditions, the Management Board
has assessed the company’s assumptions of going
concern.
47 47
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
The effectiveness and functioning of the internal
risk management and control systems have been
discussed with the Audit Committee and the Super-
visory Board. Taking into account the aforementio-
ned risks and the measures designed to manage
them, and in accordance with the best practice
provision 1.4.3. of the Dutch Corporate Governance
Code, the Management Board declares that to the
best of its knowledge:
• the Management Board report provides sufcient
insights in the effectiveness of the internal risk
management and control systems and into any
failings thereof;
• the aforementioned systems provide reasonable
assurance that the nancial reporting does not
contain any material inaccuracies;
• there is a reasonable expectation that Ebusco will
be able to continue its operations and meet its lia-
bilities for at least twelve months after the date of
this report. Based on the current state of affairs, it
is justied that the nancial reporting is prepared
on a going concern basis; and
• the section on risk management in the Manage-
ment Board report states those material risks and
uncertainties that are relevant to the expectation
of the company’s continuity for the period of twel-
ve months after the preparation of the Manage-
ment Board report.
With reference to Section 5:25c paragraph 2, sub c
of the Financial Markets Supervision Act (Wet op het
nancieel toezicht), the Management Board decla-
res that to the best of its knowledge:
• The nancial statements provide a fair view of the
assets, liabilities, nancial position and prot or
loss of Ebusco and of the companies included in
the consolidation taken as a whole.
• The Management Board report provides a fair
view of the situation on 31 December 2021 and of
the developments during 2021 of Ebusco and of
its afliated companies whose information has
been included in the consolidated nancial sta-
tements; and that the Management Board report
describes the material risks and uncertainties
that Ebusco faces.
Deurne, the Netherlands, 11 April 2022
Management Board
P.H.A.M. Bijvelds, Chief Executive Ofcer
P. van Beers, Chief Financial Ofcer
B.H.M.J. Fleuren, Chief Operational Ofcer
47
48 48
GOVERNANCE
CONTENT
Corporate governance 49
Composition of the Supervisory Board 56
Report of the Supervisory Board 57
Remuneration report 61
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
49 49
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
CORPORATE GOVERNANCE
Draft: 2 December 2021
INTRODUCTION
Ebusco is a public limited liability company (naamloze vennootschap) under the
laws of the Netherlands. The company is domiciled in the Netherlands and has its
registered seat in Deurne, the Netherlands.
Ebusco is listed on the Euronext Amsterdam, tic-
ker EBUS:AS. It has a two-tier board structure, with a
Management Board and a Supervisory Board. The com-
pany’s highest authority is the General Meeting of Sha-
reholders, which is convened at least once a year.
As responsible corporate citizen, Ebusco acknowled
-
ges the importance of good corporate governance and
open and transparent communications with all its sta
-
keholders.
CAPITAL STRUCTURE
The company’s authorised share capital amounts to
€2,200,000, divided into 220,000,000 ordinary shares
with a nominal value of €0.01. The issued capital of the
company was €590,393.80 on 31 December 2021, con
-
sisting of 59,039,380 ordinary shares.
Each ordinary share carries one vote. A shareholder
may cast their vote in person, by proxy or electronical-
ly at the General Meeting of Shareholders. Ebusco has
not issued any shares to which special rights of control
are attached and there are no restrictions on the voting
rights attached to the shares in Ebusco.
All ordinary shares have equal entitlement to the prots
and general reserves attributable to the shareholders.
Ebusco does not cooperate with the issuance of depo
-
sitory receipts for its shares, nor does the company ap-
ply any restrictions on the transfer of its shares, with the
exception of certain shares held by shareholders, Board
members and other members of the Management Team
which are subject to lock-up restrictions as imposed
concurrent with the listing in October 2021. Barring these
lock-up arrangements, the company is to the best of its
knowledge not aware of any agreement between share
-
holders of the company which could result in a possible
restriction on the transfer of shares or voting rights.
All resolutions of the General Meeting of Shareholders
are passed with an absolute majority of the votes cast,
unless a larger majority is required by law or pursuant to
the company’s Articles of Association.
The articles of association of the company do not inclu
-
de specic provisions with respect to so called protec-
tion measures in case of a take-over bid.
The company has not entered into agreements pursu
-
ant to which a change of control would have an effect.
All operational agreements have been concluded by
a participation company, in most cases Ebusco B.V.,
and the IPO did not have any legal effect on any of the
agreements as concluded by Ebusco B.V. or another
operating company of the Ebusco Group.
The shareholders of the company prior to IPO, each
having an interest of 10% or more, entered into a coo
-
peration agreement. Pursuant to this agreement, each
single shareholder having at least 10% of the outstan
-
ding shares is entitled to nominate a candidate for the
Supervisory Board.
The management service agreements between Ebusco
Holding N.V. and each of the members of the board do
not provide for a payment, either in cash or otherwise,
in the event of the conclusion of an offer on all or part of
the shares in the company or a subsidiary.
ISSUANCE OR ACQUISITION OF SHARES
A remuneration scheme is in place under which mem-
bers of the Management Board and Management Team
are entitled to receive rights to acquire shares in the
capital of the company. The Supervisory Board has set
the material terms which must be met in order for the
respective members of the Management Board and
Management Team to receive these rights. Considering
that most material terms are subject to certain nan
-
cial goals, the granting of these rights is subject to the
approval by the General Meeting of Shareholders of the
annual accounts for the year under review
.
Currently the company does not have an Employee
Stock Option Plan in place. The Members of the Board
are entitled to shares pursuant to the Long Term Incen
-
tive (LTI) bonus scheme. The actual number of shares
to be allocated to each of the individual members of
the board will be determined in 2023 with respect to the
performances as achieved in 2022. It has been decided
that no shares or options on shares pursuant to the LTI
will be allocated based upon the achievements in 2021.
The company is entitled to acquire its own fully paid-up
shares, or depository receipts for shares, with due ob
-
servance of the relevant legal and statutory provisions.
Acquisition of own shares is only permitted if the Gene-
ral
Meeting of Shareholders has authorised the Manage-
ment Board to do so. Such authorisation will be valid for
a period not exceeding 18 months. The General Meeting
50
of Shareholders must determine in the resolution the
number of shares or depository receipts for shares which
the Management Board may acquire for valuable consi
-
deration, the manner in which they may be acquired and
the limits within which the price must be set. In addition,
the approval of the Supervisory Board is required for any
such acquisition. The company may, without authorisa
-
tion by the General Meeting of Shareholders, acquire its
own shares for the purpose of transferring such shares
to employees of the company or of a group company un
-
der a scheme applicable to such employees.
SHAREHOLDERS’ MEETINGS
General Meetings of the Shareholders are convened by
the Management Board or the Supervisory Board. A legal
term of at least 42 calendar days applies between the
convocation date and the actual date of the meeting. A
meeting must be convened by posting the notice and
relevant materials required for consideration and de
-
cisions by the shareholders on the company’s website.
At least one General Meeting of Shareholders is to be
held within six months following the close of the nan-
cial year of the company.
Other General Meetings of Shareholders will be held
whenever and as often as the Management Board or the
Supervisory Board deems necessary. General Meetings
of Shareholders will also be held if the Management
Board or Supervisory Board is requested to that effect in
writing by one or more shareholders individually or jointly
representing one tenth or more of the company’s issued
capital, specifying in detail the subjects to be discussed,
unless such request is unreasonable. If neither the Ma
-
nagement Board nor the Supervisory Board have taken
the necessary steps to ensure that a General Meeting can
be held within eight (8) weeks of receiving such request,
the requesting shareholder(s) may seek authorization
from a judge of the court to convene a General Meeting.
Each shareholder, either in person or by written proxy, is
entitled to attend, speak and vote at a General Meeting
of Shareholders. Those shareholders who individually or
jointly represent at least three percent (3%) of the com
-
pany’s issued share capital may request that items be
added to the agenda of the General Meeting of Sharehol
-
ders. Such a request is granted if it is received in writing
at least 60 days before the meeting, stating the reasons
for said request.
Each share carries one vote. The company cannot vote
on shares that it holds in its own capital.
The Management Board and Supervisory Board must en
-
sure that the General Meeting of Shareholders is adequa-
tely provided with all information required for a sharehol-
der to decide and vote on the subject matter presented.
The draft minutes of the General Meeting of Sharehol
-
ders must be published on the company’s website within
three months of the date of the meeting. Shareholders
are invited to submit comments to the draft minutes
within this three-month period. After this period the Chair
and Secretary of the General Meeting of Shareholders will
formally adopt and subsequently sign the minutes, ta
-
king into consideration any comments received.
MANAGEMENT BOARD
RESPONSIBILITIES AND REPORTING LINE
The Management Board is the executive body entrusted
with the management of the company and responsible
for ensuring its continuity under the supervision of the
Supervisory Board. The Management Board’s respon
-
sibilities include setting the company’s management
agenda, developing a view on long-term value creati
-
on, enhancing the performance of the company, deve-
loping a strategy, identifying, analysing and managing
the risks associated with the company’s strategy and
activities, and establishing and implementing internal
procedures which safeguard that all relevant informa
-
tion is made known to the Management Board and the
Supervisory Board in a timely manner.
In fullling their responsibilities, the members of the
Management Board must act in the interest of the com
-
pany and pay specic attention to the relevant interests
of the company’s employees, shareholders, lenders,
customers, suppliers and other stakeholders.
The Management Board reports to the Supervisory
Board and the General Meeting of Shareholders.
COMPOSITION, DIVISION OF DUTIES AND
REMUNERATION
The number of members of the Management Board is
determined by the Supervisory Board in consultation
with the Management Board. At the time of the initial
public offering, the number of members of the Manage
-
ment Board was set at three.
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
The members of the Management Board are appointed
by the General Meeting of Shareholders. The Supervisory
Board will nominate one or more candidates for a vacant
position for the approval of the General Meeting of Sha
-
reholders. In turn, the General Meeting of Shareholders
may resolve to appoint someone other than the per
-
son(s) nominated by the Supervisory Board, provided an
absolute majority of the votes cast representing at least
one-third of the outstanding capital. If a proposal to ap
-
point a person not nominated by the Supervisory Board
is supported by an absolute majority of the votes cast,
but this majority does not represent at least one-third of
the outstanding capital of the company, a new meeting
can be convened in which the resolution can be adopted
by an absolute majority of the votes cast, irrespective of
the percentage of the company’s issued capital present
or represented at that meeting.
Any new member of the Management Board is appoin
-
ted for a maximum period of four years per term. Mem-
bers of the Management Board may be reappointed
for a term of no more than four years at a time, which
reappointment should be arranged in a timely fashion.
The company’s diversity policy, as drawn up by the Su
-
pervisory Board, will be considered in the event of an
appointment or reappointment.
The Articles of Association of the company stipula-
te that a member of the Management Board may be
suspended or dismissed by the General Meeting of
Shareholders. A resolution of the General Meeting of
Shareholders to suspend or remove a member of the
Management Board other than pursuant to a proposal
51
by the Supervisory Board requires an absolute majority
of the votes cast representing at least one-third of the
company’s issued capital. If a resolution as referred to in
the previous sentence is supported by an absolute ma
-
jority of the votes cast, but this majority does not repre-
sent at least one-third of the company’s issued capital,
a new meeting can be convened in which the resolution
can be adopted by an absolute majority of the votes
cast, irrespective of the percentage of the Company’s
issued capital represented at the meeting.
A member of the Management Board may be suspended
by the Supervisory Board. A suspension by the Super
-
visory Board may be reversed by the General Meeting of
Shareholders.
As of 7 October 2021, the Management Board comprises
of the following individuals:
Name Position End of Term
P.H.A.M. Bijvelds CEO 2025 AGM
P. van Beers CFO 2023 AGM
B.H.M.J. Fleuren COO 2024 AGM
The Management Board is collectively responsible for all
actions of each individual member of the Management
Board. The division of duties within the Management
Board as well as the Management Board’s operating
procedures are set out in the company’s Articles of
Association and the Management Board By-laws. The
Articles of Association and the Management Board By-
laws are published on the company’s website.
The Remuneration Policy and based thereon, the remu-
neration and terms and conditions of the members of
the Management Board have been established by the
General Meeting of Shareholders prior to the company
being listed. Since the date of the initial public offering,
the Supervisory Board has reviewed the remuneration
and other terms and conditions for each member of the
Managing Board. Any remuneration or amendment the
-
reto as established by the Supervisory Board will be in
compliance with the company’s Remuneration Policy.
Any amendment thereto will require a resolution of the
General Meeting of Shareholders by an absolute majo
-
rity of the votes cast. At least every four (4) years, the
Remuneration Policy will be submitted to the General
Meeting of Shareholders for approval.
SUPERVISORY BOARD
RESPONSIBILITIES AND REPORTING LINE
The Supervisory Board supervises the Management
Board’s management of the company, the company’s
general course of affairs and its afliated business. The
Supervisory Board is accountable for these matters to the
General Meeting of Shareholders. The Supervisory Board
also provides advice to the Management Board. In perfor
-
ming their duties, the members of the Supervisory Board
are required to focus on the effectiveness of the compa
-
ny’s internal risk management and control systems as
well as the integrity and quality of the company’s nanci
-
al reporting. In the fullment of their duties, the members
of the Supervisory Board must act in the interest of the
company and pay specic attention to the relevant inte
-
rests of the company’s employees, shareholders, lenders,
customers, suppliers and other stakeholders.
The Supervisory Board monitors the internal control
structure and procedures and the assessment of the
risks faced by the company and its subsidiaries. In 2021
the company enhanced its internal control systems and
procedures. It is envisaged that the internal control sys
-
tems and procedures will be fully implemented in the
course of 2022. Further details are provided in “Riskma
-
nagement” on page 32.
In accordance with the Supervisory Board By-laws, the
Supervisory Board is responsible for decision-making in
dealing with transactions (1) which constitute an exis
-
ting or potential conicts of interest between an indivi-
dual member of the Management Board, or an individual
member of the Supervisory Board on one hand, and the
company on the other hand, or (2) which are between
the company and a shareholder having at least one per
-
cent (1%) of the outstanding issued capital. Both type of
transactions are qualied as related party transactions
pursuant to the provisions of the Dutch Financial Super
-
vision Act (Wet op het nancieel toezicht) and EU-IFRS.
Said regulations also state the requirement of market
conformity of these transactions. Concurrent and im
-
mediately following the listing, certain payments (and
repayments) were made, as disclosed in the prospec
-
tus for the initial public offering, related to repayments
of outstanding loans to shareholders, the payment of a
success fee and the payment of the purchase conside
-
ration for the Pondus acquisition. These transactions
are explained in detail in explanatory notes 5, 7, 20 and
24 to the Financial Statements. At the end of the nan
-
cial year, the company decided to repay all outstanding
credit facilities with the banks, including ING, which
bank is also a shareholder of the company having an
interest exceeding one percent (1%) of the outstanding
issued capital, and subsequently, the repayment of the
outstanding loans to ING qualied as a related party
transaction. This transaction was properly discussed
and subsequently approved by the Supervisory Board.
Apart from these payments (and repayments), no other
related party transactions occurred in the course of the
2021 nancial year.
The Supervisory Board reports to the General Meeting of
Shareholders.
COMPOSITION, DIVISION OF DUTIES AND
REMUNERATION
In accordance with the Company’s Articles of Associati-
on, the Supervisory Board consists of at least three na-
tural persons who are appointed by the General Meeting
of Shareholders. The actual number of members is es
-
tablished by the Supervisory Board. On 26 October 2021,
being the date at which Ebusco became a public limited
liability company, the Supervisory Board comprised ve
members.
The Supervisory Board is composed in such a way that
its members can operate independently and be critical
of each other, the Management Board and any interest
group, even if a member of the Supervisory Board is no
-
minated by an individual shareholder who is authorised
to nominate a member of the Supervisory Board without
instruction or consultation.
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
52
Two members of the Supervisory Board are qualied as
independent within the meaning of best practice pro
-
vision 2.1.8. of the Dutch Corporate Governance Code.
Three members of the Supervisory Board were nomina
-
ted by a respective shareholder authorised to nominate
a candidate for appointment by the General Meeting of
Shareholders. These three members are considered to
not be independent within the meaning of the Dutch
Corporate Governance Code. A pre-IPO shareholder
holding at least ten percent (10%) of the outstanding is
-
sued capital has the right to nominate a candidate for
the Supervisory Board. Any nomination should in itself
qualify taking into consideration the composition of the
Supervisory Board and its committees, the company’s
diversity policy, the prole for a specic position within
the Supervisory Board and any other criteria deemed re
-
levant by the Supervisory Board at any time.
The members of the Supervisory Board are appointed
by the General Meeting of Shareholders. The Super-
visory Board nominates one or more candidates for
each vacant position. Each nomination for appointment
or proposal for reappointment of a member must be
supported on sufcient grounds, and in the event of a
reappointment the performance and operation of the
member up for reappointment must also be taken into
consideration. The Articles of Association and Super
-
visory Board By-laws stipulate that a member can be
appointed for a term not exceeding four years and reap
-
pointed once for a similar term. After this period a mem-
ber can be reappointed once more, albeit for a term not
exceeding two years, as well as for one subsequent term
not exceeding two years.
A resolution of the General Meeting of Shareholders to
appoint a Supervisory Board member other than in ac
-
cordance with a nomination by the Supervisory Board
requires a majority of the votes cast representing at
least one-third of the company’s issued capital. If a
proposal to appoint a person not nominated by the Su
-
pervisory Board is supported by an absolute majority of
the votes cast, but this majority does not represent at
least one-third of the company’s issued capital, a new
meeting can be convened in which the resolution can
be adopted by an absolute majority of the votes cast,
irrespective of the percentage of the company’s issued
capital represented at the meeting.
Supervisory Board members may be suspended or re
-
moved by the General Meeting of Shareholders at any
time. A resolution of the General Meeting of Sharehol
-
ders to suspend or remove a Supervisory Board member
other than pursuant to a proposal by the Supervisory
Board requires an absolute majority of the votes cast
representing at least one-third of the company’s issued
capital. If a resolution as referred to in the previous sen
-
tence is supported by an absolute majority of the votes
cast, but this majority does not represent at least one-
third of the company’s issued capital, a new meeting
can be convened in which the resolution can be adopted
by an absolute majority of the votes cast, irrespective of
the percentage of the company’s issued capital repre
-
sented. Any suspension may be extended one or more
times but may not last longer than three months in the
aggregate. If, at the end of that period, no decision has
been taken on termination of the suspension or on re
-
moval, the suspension is lifted.
The Supervisory Board members will retire their mem
-
bership in accordance with a rotation plan drawn up by
the Supervisory Board.
From 26 October 2021 the Supervisory Board comprised
the following individuals:
Name Position End of Term
Derk Haank Chair 2025 AGM
Jeroen Drost Vice-chair/Nomination
Committee chair
2024 AGM
Carin Gorter
Member/Audit Committee chair
2024 AGM
Ruud Spoor Member 2025 AGM
Roelf de Boer Member/Remuneration
Committee chair
2023 AGM
The members of the Supervisory Board are remunera-
ted in accordance with the Remuneration Policy. The
Remuneration Policy is approved by the General Meet
-
ing of Shareholders. It can be amended by the General
Meeting of Shareholders upon a proposal from the Su
-
pervisory Board. The Remuneration Policy is published
on the company’s website.
SUPERVISORY BOARD COMMITTEES
The Supervisory Board has established three commit-
tees, being
• the Audit Committee;
• the Nomination Committee; and
• the Remuneration Committee.
THE AUDIT COMMITTEE
The function of the Audit Committee is to assist in the
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
decision-making of the Supervisory Board. According
to its charter, the Audit Committee undertakes prepara
-
tory work for the Supervisory Board’s decision-making
regarding the supervision of the integrity and quality of
the company’s nancial reporting and the effectiveness
of the Company’s internal risk management and control
systems.
The Audit Committee is specically responsible for:
a monitoring the nancial reporting process and drafting
proposals to safeguard the integrity of the process;
b monitoring the effectiveness of the internal control
system, the internal audit system (if applicable) and
the risk management system in relation to the com
-
pany’s nancial reporting;
c monitoring the statutory audit of the nancial state
-
ments;
d reviewing and monitoring the independence of the
external auditors or audit rm, in particular the provi
-
sion of additional services to the company;
e adopting a procedure for the selection of the external
auditor and the nomination for appointment of the
external auditor with respect to the statutory audit of
the nancial statements; and
f performing preparatory work for the Supervisory
Board’s decision-making regarding the supervision
of the integrity and quality of the company’s nancial
reporting and the effectiveness of the company’s in
-
ternal risk management and control systems.
From 26 October 2021, the Audit Committee consists of
Carin Gorter (chair) and Ruud Spoor (member).
53
THE NOMINATION COMMITTEE
The purpose of this committee is to assist in the de
ci-
sion-making of the Supervisory Board. According to its
charter, the Nomination Committee undertakes prepa
-
ratory work for the Supervisory Board’s decision-making
regarding the selection and appointment of members of
the Management Board and Supervisory Board.
The Nomination Committee is specically responsible
for:
a drafting selection criteria and appointment procedu
-
res for members of the Management Board and Su-
pervisory Board;
b assessing at least once a year the size and compositi
-
on of the Management Board and Supervisory Board;
c making proposals for the Supervisory Board prole;
d assessing at least once a year the functioning of each
individual member of the Management Board and
Supervisory Board, and reporting their ndings to the
Supervisory Board;
e drafting a plan for the succession of members of the
Management Board and Supervisory Board aimed at
retaining a balance in the requisite expertise, experi
-
ence and diversity;
f making proposals for the appointment (and reap
-
pointment) of members of the Management Board
and Supervisory Board;
g supervising the policy of the Management Board on
the selection criteria and appointment procedures for
senior management; and
h performing preparatory work for the Supervisory
Board’s decision-making regarding (i) the acceptan
-
ce by a member of the Management Board of mem-
bership to the Supervisory Board or to the position of
non-executive director of a listed company and (ii)
with regard to any conict of interest that may arise
from Supervisory Board members accepting ancillary
positions.
From 26 October 2021, the Nomination Committee con
-
sists of Jeroen Drost (chair) and Derk Haank (member).
THE REMUNERATION COMMITTEE
The purpose of this committee is to assist in the deci-
sion-making of the Supervisory Board. According to the
Remuneration Committee’s charter, the Remuneration
Committee undertakes preparatory work for the Super
-
visory Board’s decision-making regarding the remune-
ration policy.
The Remuneration Committee is specically responsi
-
ble for:
a submitting a clear and understandable proposal to
the Supervisory Board for the remuneration policy
to be pursued for the members of the Management
Board;
b making proposals concerning the remuneration of
the individual members of the Management Board in
accordance with the remuneration policy;
c preparing the company’s remuneration report, and
d making proposals to the Supervisory Board for the
remuneration of the individual members of the Super
-
visory Board.
From 26 October 2021, the Remuneration Committee con-
sists of Roelf de Boer (chair) and Derk Haank (member).
CORPORATE GOVERNANCE
In the year under review the company was a private
company with limited liability under Dutch law until 26
October 2021. In the course of preparing the company
for its listing on the Euronext Amsterdam stock exchan
-
ge, all of the company’s procedures were revised and
amended in order to comply with the Governance Code
as best as possible within the framework of the existing
modus operandi, as was the case within the company
up to the listing.
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
With respect to the 2021 nancial year, Ebusco is re-
porting on compliance with the Governance Code as if it
were fully applicable in 2021. Ebusco fully endorses the
core principles of the Governance Code and is commit
-
ted to fully complying with the Governance Code’s best
practices where possible within the organisation. Ho
-
wever, in consideration of the company’s own interests
and the interests of its stakeholders, we deviate from a
limited number of best practice provisions, as specied
and explained below.
Best Practice Provision Non-compliance Measures to address non-compliance
1.6.3: assignment of
external auditor by
Supervisory Board
The external auditor was appointed by the share-
holders prior to the establishment of the Supervi-
sory Board on 26 October 2021.
With respect to the audit of the 2024 scal year, the
Company will act in accordance with best practice
provision 1.6.3
2.1.6:
composition of
Supervisory Board in
compliance with the “Act
on a more balanced ratio
of men and women on
management and supervi
-
sory boards” (Wet even-
wichtige verhouding man/
vrouw in bestuur en raad
van commissarissen)
The present composition of the Supervisory
Board is not in compliance with the Act on a more
balanced ratio of men and women on management
and supervisory board, effective from 1 January
2022. Whilst composing the Supervisory Board, the
need to attract members with a strong professional
background and t was deemed of paramount
importance above achieving a balanced ratio of
men to women
The nomination committee shall take the Act on
balanced ratio men/women in the Supervisory
Board in consideration in order to comply with the
growth criterium of said Act in the medium-term
future.
54
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
2.1.7 ii: majority of
Supervisory Board is
independent
T
he composition of the Supervisory Board is not in
compliance with best practice provision 2.1.7 (ii)
that requires that more than half of the Supervisory
Board members is independent as dened in the
Governance Code. Under the existing Relationship
Agreement, each of the current shareholders holding
ten percent (10%) or more in the total outstanding
issued capital has the right to nominate a candi
-
date for the Supervisory Board. Three shareholders
qualify, each of whom has made use of the right to
nominate, meaning that three of the ve members
of the Supervisory Board are not independent within
the context of the Governance Code.
The nomination right of a shareholder having at
least 10% of the outstanding capital will cease
once the shareholder’s interest falls below that
threshold. This is, however, outside the company’s
control.
the installation of the audit committee. The appoint-
ment of the auditor was done without a tender and
selection process as is appropriate for listed compa
-
nies. However, the company will arrange for a tender
and subsequent selection of an auditor for the nan
-
cial year 2024, which will be put to vote at the General
Meeting of Shareholders in 2023. The external auditor
may be questioned by shareholders and people repre
-
senting a shareholder at the General Meeting of Share-
holders on matters regarding its independent auditor’s
report. The external auditor is therefore obliged to at
-
tend, and allowed to address, the General Meeting of
Shareholders.
CORPORATE GOVERNANCE STATEMENT
The Governance Code requires companies to publish
a statement concerning their approach to corporate
governance and compliance with the Dutch Corpora
-
te Governance Code. This is referred to in Article 2a
of the Decree on additional requirements for board
reports (‘Besluit inhoud bestuursverslag’), as last
amended on 29 August 2017. The information requi
-
red to be included in this Corporate Governance Sta-
tement as described in articles 3, 3a and 3b of the
Decree can be found in this annual report under the
Corporate Governance and Shareholder Information
chapters.
Deurne, the Netherlands, 11 April 2022
P.H.A.M. Bijvelds, Chief Executive Ofcer
P. van Beers, Chief Financial Ofcer
B.H.M.J. Fleuren, Chief Operating Ofcer
DIVERSITY POLICY
Ebusco has a Diversity Policy in place, the purpose of
which is to ensure that the composition of the Super
-
visory Board and Management Board is diverse within
the meaning of the policy. The purpose of the Diversity
Policy is to achieve that the composition of the Super
-
visory Board, Management Board and the employees
of the company as a whole is as diverse as possible,
taking into consideration a variety of non-discrimina
-
tory factors.
The Diversity Policy is aimed not only at achieving a
balance in terms of gender but also in a more general
sense in terms of skills, experience, background, nati
-
onality, age, ethnicity, sexual orientation, religious be-
liefs, physical ability and other characteristics.
With respect to the Supervisory Board, the Act on a
more balanced ratio of men and women on manage-
ment and supervisory boards” (Wet evenwichtige
verhouding man/vrouw in het bestuur en de raad van
commissarissen), stipulates that any vacancy should
be lled by a member of the sex not already equally re
-
presented. In case of Ebusco that means that the rst
two new members of the Supervisory Board have to be
woman.
With respect to the Management Board it is noted that
the present composition is not yet balanced in terms
of men/women. Ebusco strives to improve the gender
balance in the Management Board. The Nomination
Committee shall take this into consideration when pro
-
posing a candidate member of the Management Board.
The composition of all managers in Ebusco is reaso
-
nably divers.
EXTERNAL AUDITOR
For the 2021 and 2022 nancial years, Ernst & Young
Accountants LLP was appointed as the company’s ex
-
ternal auditor by the General Meeting of Shareholders
prior to the listing of the company and consequently
54
55
55
CASE
55
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
The new hall for the production of the Ebusco 3.0 in Deurne was
ofcially opened by His Majesty King Willem-Alexander of the Nether-
lands on 28 October 2021. The hall is expected to have a production
capacity of 500 emission-free buses per year by the end of 2022.
Furthermore over time the hall will serve as a blueprint for the roll-
out of international production of the Ebusco 3.0 buses. Amid great
interest from Ebusco employees, guests and the press, His Majesty
the King ofcially opened the new factory hall by putting the Ebusco
3.0 bus on the charger.
OFFICIAL OPENING
new production
hall Deurne
HIS MAYESTY KING WILLEM ALEXANDER
56 56
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
COMPOSITION OF THE SUPERVISORY BOARD
DERK HAANK
Chair, member of the Nomination Committee,
member of the Remuneration Committee
Derk Haank was CEO of Springer Nature, a world-
wide publishing rm of scientic journals. Prior
to that he was CEO of academic publishing com
-
pany Elsevier and a board member of Reed El-
sevier (both predecessors of publicly listed RELX
Group) and CEO of publishing company Misset.
He currently is the chair of the supervisory board
of navigation technology developer TomTom and
a non-executive board member at photo product
supplier Albelli.
Derk Haank holds a bachelor’s degree in Eco-
nomics and a master’s degree in Business
Administration, both from the University of Am-
sterdam in the Netherlands.
JEROEN DROST
Vice-chair, chair of the Nomination Committee
Jeroen Drost is the CEO of Dutch trading com-
pany SHV Holdings, in which role he also sits on
several boards of SHV-related companies. He
started his career at ABN AMRO where he held
various positions in the Netherlands and inter
-
nationally. Subsequently he was CEO of Dutch
commercial bank NIBC and CEO of investment
rm NPM Capital. He currently is a member of
the general management of VNO-NCW, the lar
-
gest employers’ organisation in the Netherlands.
Jeroen Drost holds a bachelor’s degree in
Economics and a master’s degree in Business
Economics, both from the Erasmus University
in Rotterdam in the Netherlands.
CARIN GORTER
Member, chair of the Audit Committee
Carin Gorter started her career at a predecessor
of accountancy rm EY Nederland. Subsequently
she held various management positions at Rabo
-
bank and ABN AMRO. She currently holds various
supervisory board positions including, technology
rm TKH Group, gym chain Basic-Fit (both Dutch
listed companies), legal and nancial services
provider DAS Holding and Dutch insurance com
-
pany TVM Verzekeringen. Furthermore, she is ex-
ternal Audit Committee member of the Ministry
of Justice and Security and Supervisory Board
member of Nederlandse Transplantatie Stichting.
Carin Gorter holds a master’s degree in Business
Economics and a postgraduate degree in Ac
-
countancy, both from the University of Groningen
in the Netherlands.
RUUD SPOOR
Member, member of the Audit Committee
Ruud Spoor is CEO of Trackwise Investment Ma-
nagement, a Dutch investment management
and consultancy rm. His 40 years of experi-
ence in banking and nance include ten years
in private equity. He started his career at ABN
AMRO and subsequently held positions at va-
rious investment and consultancy rms.
Ruud Spoor holds a degree in Commercial Eco-
nomics from the Rotterdam University of Ap-
plied Sciences in the Netherlands.
ROELF DE BOER
Member, chair of the Remuneration Committee
Roelf de Boer started his career as an ofcer in
the Royal Netherlands Marine Reserve Corps,
and subsequently held various positions in the
port and transport industry, amongst others at
Royal Nedlloyd Group. Furthermore, he held va
-
rious public and semi-public positions including
as minister of Transport, Public Works and Water
Management of the Netherlands and president of
the Rotterdam Chamber of Commerce.
Roelf de Boer is currently chair of the Supervisory
Board of logistics services provider Verbrugge
International.
57
GENERAL
The listing on the Euronext Amsterdam stock exchange on 22 October 2021
marked the beginning of an important new era for Ebusco. The listing resulted
in Ebusco having signicant funds to accelerate its long-term growth strategy.
the various company policies and the overall interests
of the entire Ebusco group, the enterprises associated
with it and its various stakeholders.
COMPOSITION, INDEPENDENCE AND
EDUCATION
The Supervisory Board consists of knowledgeable in-
dividuals with outstanding reputations and experience
in supervisory roles who actively support the Manage
-
ment Board, providing it with guidance and advice.
The Supervisory Board prole is aligned with the prole
and strategy of Ebusco, with a balanced distribution of
specic expertise in relation to its business activities,
strategy and long-term goals. Ebusco aims to have a
balanced Supervisory Board.
Ebusco realises that it currently does not meet the ge
-
nder diversity targets for the Supervisory Board. Diver-
sity, including in terms of gender, is an important con-
sideration in the selection process for the appointment
and reappointment of members of the Supervisory
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
SUPERVISORY BOARD COMPOSITION
Name Nationality Financial
expertise
Number of supervisory
board* positions held
Derk Haank (male, 1953) Dutch 2
Jeroen Drost (male, 1961) Dutch yes 3
Carin Gorter (female, 1963) Dutch yes 5
Ruud Spoor (male, 1958) Dutch yes 1
Roelf de Boer (male, 1949) Dutch 1
Name First
appointment
Term expiration Ebusco Supervisory Board Committee Independent
Derk Haank 26 October 2021 AGM 2025
Nom
ination Committee, Remuneration Committee Yes
Jeroen Drost 26 October 2021 AGM 2024 Nomination Committee (chair)
Carin Gorter 26 October 2021 AGM 2024 Audit Committee (chair) Yes
Ruud Spoor 26 October 2021 AGM 2025 Audit Committee
Roelf de Boer 26 October 2021 AGM 2023, no reappointment
Remuneration Committee (chair)
* Number of current supervisory board positions at listed and large entities, including Ebusco.
REPORT OF THE SUPERVISORY BOARD
In 2021 the efforts and dedication of the manage-
ment and all Ebusco employees culminated not only
in the successful listing but also in a strong and sus
-
tainable operational performance in line with expec-
tations. To crown it all off, the new production hall for
the lightweight composite zero-emission Ebusco 3.0
in Deurne was ofcially opened by His Majesty King
Willem-Alexander of the Netherlands.
This report provides an overview of the approach and
activities undertaken by the Supervisory Board in the
year under review. In addition to supervising the general
course of affairs, an important part of the Supervisory
Board’s activities was focused on ensuring Ebusco’s
successful listing and an appropriate governance
structure. In carrying out its duties, the Supervisory
Board is guided by the Dutch Civil Code, the Dutch Cor
-
porate Governance Code, the company’s Articles of As-
sociation, the Management Board By-laws, insofar spe-
cic tasks and duties are designated to the Supervisory
Board, the Supervisory Board By-laws, the charters of
the respective committees of the Supervisory Board,
Board. The objective is that at least one third (1/3) of
the total number of members of the Supervisory Board
is female. At present this is one fth (1/5th), and sub
-
sequently, if and when a vacancy arises in the coming
years, the Supervisory Board will take into account the
Supervisory Board prole and the Governance Code in
order to ensure the Supervisory Board is brought further
in line with the diversity requirements of the Governance
Code as well as the gender diversity requirements for
company boards, as applicable from 1 January 2022.
The members of the Supervisory Board attended induc
-
tion sessions aimed at informing them about Ebusco’s
strategy, nancial reporting, risk and audit, HR, marke
-
ting, legal and governance-related affairs. All members
of the Supervisory Board visited the operational sites in
Deurne to gain a deeper knowledge and understanding of
the company’s operations, opportunities and challenges.
58
Supervisory Board members Carin Gorter and Derk
Haank are considered independent members of the
Supervisory Board, as dened in best practice provi-
sion 2.1.8 of the Dutch Corporate Governance Code.
Pursuant to the existing Relationship Agreement en-
tered into on the date of listing of Ebusco, all share-
holders having ten percent (10%) or more of the total
outstanding shares in the company have the right to
nominate a candidate for the Supervisory Board.
Consequently, three (3) shareholders nominated a
member of the Supervisory Board, thus the majority
of the Supervisory Board is not qualied as indepen-
dent as dened in best practise provision 2.1.8 of
the Dutch Governance Code. Hence Ebusco does not
comply with best practice provision 2.1.7 ii.
The Supervisory Board strongly believes the overri-
ding principle for its composition is that its members
make a valuable contribution in terms of experien-
ce and knowledge. In the opinion of the Supervisory
Board, its size and composition meet the speci-
cations laid down in the Supervisory Board prole,
notwithstanding the above factors. The Supervisory
Board prole forms an integral part of the Supervisory
Board by-laws.
None of the Supervisory Board members were gran-
ted, nor do they own, any Ebusco shares or options
on shares since their respective dates of appoint-
ment up to and including 31 December 2021.
SUPERVISORY BOARD MEETINGS IN 2021
Prior to the listing of Ebusco, the proposed Supervisory
Board members met once in an informal setting. Once
appointed, the Supervisory Board held one meeting
physically and one meeting via video conferencing in
2021. All Supervisory Board members were present at
both meetings. The entire Management Board was pre
-
sent during this meeting. In addition, the chairman of
the Supervisory Board was in regular and informal con
-
tact with the CEO and the chairman of the Audit Com-
mittee stayed in regular informal contact with the CFO.
All face-to-face meetings took place at the compa-
ny’s head ofce in Deurne, the Netherlands.
No Supervisory Board member was absent from any
of the meetings. All members were able to devote
sufcient time to the affairs of Ebusco, also outsi-
de of meetings. Recurring topics at the Supervisory
Board meetings included:
• CEO and CFO updates
• Market and business updates
• Risk reports
• Legal updates, including compliance and gover-
nance-related matters
Topics that were discussed in more detail during these
meetings:
• Expansion strategy
• Outlook
• Risk and control framework
• Related Party Transactions
• ESG related topics
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
The meetings addressed routine commercial, nan-
cial and operational matters, and focused on the im-
plementation of the strategy. The Supervisory Board
paid particular attention to the Related Party Trans-
actions. The Supervisory Board approved all policies
of the company which became applicable concur-
rent with the listing, including regulations governing
the Management Board and Supervisory Board.
In view of the fact that Ebusco has only been listed
since October 2021 and that both the Management
Board and the Supervisory Board were only then in-
stalled, there was no need for the Supervisory Board
to review its own composition and performance and
that of its three committees. The Supervisory Board
will perform a self-assessment in 2022 and report
on it in the 2022 report of the Supervisory Board. The
same goes for the evaluation of the performance of
the Management Board.
ACTIVITIES OF THE SUPERVISORY BOARD
COMMITTEES
There are three committees that support the Super-
visory Board: the Audit Committee, the Nomination
Committee and the Remuneration Committee. Each
committee addresses relevant topics and the chairman
of the committee reports to the Supervisory Board on
the discussions held within the committee and its main
recommendations to the Supervisory Board as a whole.
AUDIT COMMITTEE
The Audit Committee consists of two members, Carin
Gorter (chair) and Ruud Spoor. The Audit Committee
h
as the appropriate level of knowledge and experien-
ce in terms of nancial administration and accoun-
ting for listed companies. The committee’s main role
is to assist the Supervisory Board in monitoring the
systems of internal control, the quality and integrity
of the nancial reporting process, and the content of
the nancial statements and reports; as well as in
assessing and mitigating the company’s business
and nancial risks.
The charter of the Audit Committee is available on
the company’s corporate website.
The Audit Committee met once in 2021 since its
installation in October 2021. The meeting was at-
tended by both members of the Committee and two
members of the Management Board, namely the CEO
and CFO. The meeting was attended by the exter-
nal auditor. In addition to the ofcial meeting, both
members of the Audit Committee had regular con-
tact with the CFO and the Finance Director, mainly
in order to prepare for the Audit Committee meeting.
The items and topics on the agenda of the Audit
Committee included:
• Interim results
• Revenue recognition Ebusco 3.0 (position paper)
• Accounting of Pondus acquisition
• Accounting policies
• 2021 external audit plan of the external auditor,
including engagement conditions and audit policy
for non-audit services and auditor independence
• Cash and treasury management
59
• IT and cybersecurity
• Tax-related issues
• Budget for 2022
• Risk and control framework
• Compliance framework
• Appointment Internal Auditor
• Appointment External Auditor
The Supervisory Board oversees management’s
monitoring of compliance using the company’s risk
management policies and procedures and reviews
the adequacy of the risk management framework
in terms of risks faced by the company. The further
strengthening and development of the internal risk
framework is a key point on the agenda of the Audit
Committee. As part of these discussions, the audit
committee obtained a clear picture of steps that
have been taken to strengthen the IT security. The
Audit Committee has been informed by the Manage-
ment Board about the internal control framework
and has been actively involved in the creation of the
outsourced internal audit function.
The audit committee is aware that following the Ini-
tial Public Offering an auditor selection procedure
should be started as soon as possible, as required by
the mandatory auditor rotation legislation. In view of
the rapid growth that Ebusco has experienced to date
and the time and efforts management and the audit
committee are expected to devote to the auditor ro-
tation to safeguard a thorough tender process and
an effective and efcient auditor transition while not
disrupting the rapid growth that is anticipated in the
foreseeable future, the audit committee considers it
appropriate to commence an auditor selection pro-
cess at the end of 2022 which will be nalised before
the Annual General Meeting of Shareholders in 2023.
In that meeting the proposed and recommended ex-
ternal auditor will be presented for appointment by
the Annual General Meeting of Shareholders for the
nancial year starting 1 January 2024.
NOMINATION COMMITTEE
The Nomination Committee consists of two mem-
bers: Jeroen Drost (chairman), and Derk Haank. The
main responsibility of the committee is to assist the
Supervisory Board and Management Board with the
selection and appointment (and reappointment)
procedures for members of the Supervisory Board
and the Management Board.
The charter of the Nomination Committee is availa-
ble on the company’s corporate website.
The Supervisory Board reviewed its relationship with
the Management Board and it concluded that the re-
lationship allows for open, in-depth discussions. The
Supervisory Board emphasized the importance of
obtaining the required information in a timely man-
ner and the Management Board acknowledged this.
Finally, the Nomination Committee observed that
there is at present no vacancy. In the event of a va-
cancy in the Supervisory Board, it will, based upon
the Diversity Policy as well as recent legalisation
concerning the composition of Management Boards
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
and Supervisory Boards, do its utmost to arrange
that a woman is appointed as member of the Super-
visory Board.
REMUNERATION COMMITTEE
The Remuneration Committee consists of two mem-
bers: Roelf de Boer (chairman) and Derk Haank. The
main responsibility of the committee is to assist the
Supervisory Board and Management Board in the es-
tablishment of an appropriate remuneration scheme
for members of the Supervisory Board, members
of the Management Board and, if so desired by the
Management Board, members of the Management
Team or other key gures within the organisation.
Following its installation, the Remuneration Com-
mittee met once in an informal setting and held one
formal meeting in 2021. Both members were pre-
sent at both meetings. The main topics of discussion
were:
• Assessment of the remuneration policy in place
• Performance and individual remuneration of the
Management Board members
• Performance targets for 2022
• Share retention assignments for the Management
Board members and key managers
• Performance of senior management and succes-
sion planning
The charter of the Remuneration Committee is
available on the company’s corporate website.
OVERVIEW OF ATTENDANCE OF MEETINGS IN 2021
Derk Haank Jeroen Drost Carin Gorter Ruud Spoor
Roelf de Boer
SB meeting 100% 100% 100% 100% 100%
Audit Committee 100% 100%
Remuneration Committee 100% 100%
Nomination
Committee* n/a n/a
* The Nomination Committee did not convene in 2021.
2021 FINANCIAL STATEMENTS
The Audit Committee reviewed and discussed the
Management Board report and nancial statements
for the 2021 nancial year. The nancial statements
for 2021 were audited and provided with an unqua-
lied independent auditor’s report by Ernst & Young
Accountants LLP (see the independent auditor’s re-
port in other information pursuant to 2:392 Dutch
Civil Code) and were extensively discussed by the
Audit Committee in the presence of the Management
Board and the independent auditor in March 2022.
Following this discussion, the entire Supervisory
Board discussed the nancial statements with the
Management Board in the presence of the auditors.
The Supervisory Board is of the opinion that the 2021
nancial statements meet all requirements for cor-
rectness and transparency. The 2021 nancial sta-
tements are endorsed by all Management Board and
Supervisory Board members and are included in this
Annual Report. The Supervisory Board recommends
that the General Meeting of Shareholders, to be held
on 25 May 2022, adopt the 2021 nancial state-
ments. In addition, it recommends that the members
of the Management Board and Supervisory Board be
discharged from liability for their respective ma-
nagement and supervisory activities performed in
2021.
GRATITUDE
The past year was an exceptional year, with the lis-
ting on Euronext Amsterdam being a major milesto-
ne. Moreover, the ofcial opening of the production
plant in Deurne for the Ebusco 3.0 buses by His
Majesty King Willem-Alexander, and the progress
Ebusco made in strengthening its leading position
throughout Europe as a manufacturer of zero-emis-
sion buses for public transport were important de-
velopments. The Supervisory Board wishes to thank
Ebusco’s shareholders for their trust in the company
in the past year. More importantly, the Supervisory
Board would also like to thank all Ebusco employees,
under the inspiring leadership of the Management
Board, for their great efforts and dedication to ma-
king this past year such a resounding success.
Deurne, the Netherlands, 11 April 2022
Derk Haank
on behalf of the Supervisory Board
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
60
61
REMUNERATION REPORT
This report was prepared by the Management Board and the Remuneration Com-
mittee of the Supervisory Board. The Remuneration Committee makes recommen-
dations to the Supervisory Board regarding the remuneration policy, as adopted
by the General Meeting, for the Management Board and how to apply this policy to
the remuneration of the individual Management Board members.
This remuneration report combines the require-
ments which the Remuneration Committee must
adhere to when preparing a remuneration report in
line with the Dutch Corporate Governance Code with
the requirements which the Management Board
must comply with in the preparation of a remune-
ration report in line with Book 2 of the Dutch Civil
Code. This remuneration report is published on the
company’s corporate website as part of the annual
report and will be submitted to the Annual General
Meeting of Shareholders (AGM) on 25 May 2022 for
an advisory vote. There have been no previous votes
by the AGM on the company’s remuneration policy
or previous remuneration reports that can be taken
into account. This remuneration report is based on
the current remuneration policy that was approved
by the General Meeting of Shareholders on 17 Oc-
tober 2021, prior to the company’s public listing on
Euronext, and became effective immediately there-
after. Any subsequent amendments are subject to
the approval of the General Meeting of Shareholders.
Consistent with the best practice principles of the
Code, the rst part of this remuneration report des
-
cribes the remuneration policy for the members of
the Management Board, while the second part sets
out how the remuneration policy was implemented in
2021. The report concludes with the details of the re
-
muneration policy of the Supervisory Board and how
this remuneration policy was implemented in 2021.
REMUNERATION POLICY
The remuneration policy aims to attract, retain and
reward highly qualied executives with the required
background, skills and experience needed for a com
-
pany the size and complexity of Ebusco. The policy is
transparent and aligns the interests of the company’s
shareholders and other stakeholders. Pursuant to the
remuneration policy, the remuneration packages of
the members of the Management Board consist of
xed and variable components. The variable remu
-
neration is linked to predetermined, assessable and
inuenceable targets, which are predominantly of a
long term nature. The remuneration policy is in keeping
with the entrepreneurial culture of Ebusco and aims
to achieve a good balance between xed and variable
income, whereby the base compensation is relatively
low and the variable compensation, provided that tar
-
gets have been achieved, relatively high. The rationale
behind this balance is that the company is primarily fo
-
cused on achieving growth at this time, which should
be compensated fairly. In this context, the members of
the Board are incentivised and motivated to focus on
and achieve the projected growth of the company.
The remuneration of the Management Board con-
sists of ve elements:
• Fixed compensation - annual base salary
• Short-term incentive - annual cash bonus plan
• Long-term incentive – annual performance share
plan
• Pension allowance and other benets
• Severance payments
PEER GROUP
In 2021, in anticipation of the listing, the company
commissioned an expert audit rm, not being the
auditor of the company, to provide an advice on the
remuneration of the Management Board and Super
-
visory Board within the framework of the proposed
remuneration policy. Based on this external advice
Ebusco decided to set a base salary level around the
median gure of the base salaries of the companies
comprising the AScX Index whilst the annual cash bo
-
nus (STI) and performance share bonus (LTI) would be
based upon the upper 25 percentile of the AScX Index
companies. These compensation levels were conside
-
red to be consistent with the characteristics of Ebusco
as well as in line with Ebusco’s growth perspective.
FIXED REMUNERATION
The annual base salary of the members of the
Management Board is a xed compensation set by
the Supervisory Board that takes into consideration
a variety of factors. Based on the peer group bench
-
mark, the xed compensation of the members of
the Management Board was adjusted on 17 October
2021. As a result, the annual base salary was set at
€387,000 for the CEO and at €275,000 for both the
CFO and COO, in line with the remuneration policy.
VARIABLE REMUNERATION
SHORT-TERM INCENTIVE (STI)
The STI is an annual cash bonus. The objective is to
incentivize strong nancial and personal performan
-
ce, in line with Ebusco’s strategy and annually dened
targets.
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
62
The bonus for the members of the Management
Board may vary from 0% to 50% of the annual xed
base salary, with 30% being applicable when targets
are achieved, for both nancial and non-nancial
personal targets. The payout at threshold level is
15%, and 50% in the event of outperformance, to be
determined for each separate target. These bonus
percentages are at the high end of the upper 25 per-
centile of the AScX companies. The underlying ratio-
nale is to reward the growth of Ebusco.
Targets are set annually by the Supervisory Board ba-
sed on the budget and with a view to the company’s
strategic ambitions. Financial targets are linked to
the Ebusco 3.0 international roll-out plan and compri
-
se 70% of the bonus, while non-nancial or individual
targets determine the remaining 30%. These individual
targets are related to the denition and implementation
of new strategic projects or products within the compa
-
ny, with a focus on sustainable long-term growth.
A performance zone is set for each of the nancial
targets, with no bonus below the threshold level and
the maximum bonus when the performance exceeds
the upper end of the performance zone, in accordan-
ce with the following parameters:
Ebusco STI plan
Financial target Realisation Payout % of base salary
Threshold 60% of roll-out plan target 15%
At Target 70% of roll-out plan target 30%
Outperformance 100% of roll-out plan target 50%
appropriate, the Remuneration Committee may apply
at its discretion a performance incentive zone between
0% and 150% of the at-target value of the award depen
-
ding on the long-term and sustainable performance
achieved during the performance period. Furthermore,
the Remuneration Committee has the discretion to in
-
troduce a non-nancial target as an underpin to ensure
sustained long-term performance (e.g. relating to ESG).
Where required to ensure an appropriate reection of
performance, the Supervisory Board may at its discre
-
tion amend the level of vesting of performance share
units, with the understanding that the award may not be
increased in excess of the performance incentive zone.
Any such discretionary amendment which would result
in an increase in payout of more than 25% is subject to
prior approval by the General Meeting of Shareholders.
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
The Supervisory Board may change the exact per-
centages and targets from time to time.
It was decided that no STI would be granted over
2021 in view of the fact that the period during which
the company was listed was effectively two months.
LONG-TERM INCENTIVE (LTI)
The purpose of the long-term incentive plan is to align
the interests of the company, shareholders and the
Management Board for the medium and long term,
to foster and reward sustainable performance and
to provide an incentive for long-term commitment,
thus promoting Management Board retention. Under
the company’s long-term incentive plan members of
the Management Board may be awarded conditional
performance share units from the 2022 nancial year
onwards. For all members of the Management Board
the at-target value of the award may amount to 100%
of their annual xed base salary in the respective year.
Awards of performance share units will vest at the end
of a three-year performance period subject to (i) the
achievement of predetermined revenue growth targets
consistent with the creation of long-term company
value; and (ii) the continued service as a Management
Board member with the company. When considered
Ebusco LTI Plan
Financial measures: Ebusco 3.0 international roll-out plan, 3-year performance period
Vesting percentage
Threshold
<60% achievement of roll-out plan 0%
At target
70% achievement of roll-out plan 100%
Outperformance
100% achievement of roll-out plan 150%
LTI vesting based on a linear payout between 0%-150% according to the above performance incentive zone
stipulate a notice period of six months and include
a severance payment of six months of xed base
salary in the event of involuntary termination. No
severance payment will be made in the event of se-
rious imputable or negligent behaviour. This is com-
pliant with the best practice provision of the Dutch
Corporate Governance Code on severance pay.
CLAW-BACK AND ULTIMUM REMEDIUM
PROVISION
Variable remuneration may be adjusted or recovered
from a member of the Management Board, in accor-
dance with the relevant provisions in the Dutch Civil
Code, as amended from time to time.
PENSION ALLOWANCE AND OTHER BENEFITS
The members of the board have been granted a pen-
sion allowance of an amount which is equal to ap-
proximately 16% of their base salary, excluding any
allowances and bonus payments.
Other benets include a holiday allowance of 8% of the
base salary and 25 days of paid vacation per calendar
year. Furthermore, the members of the Management
Board receive a car allowance or company car in ac
-
cordance with the company’s car policy. Apart from
these benets, no other benets are granted.
SEVERANCE PAYMENT
The service agreements with the Management Board
63
MANAGEMENT BOARD REMUNERATION
IN 2021
The total remuneration of each individual member
of the Management Board in 2021 is as follows:
in EUR
Fixed Base Salary Holiday Allowance Pension Allowance Car Extraordinary
Compensation
STI LTI Repaid Remuneration Fixed Compensation
as % of Total
Variable
Compensation
As % of Total
CEO 267,914 0 12,024 6,663 0 0 0 0 100.00% 0%
CFO 295,880 0 8,588 11,028 5,000,000 0 0 0 100.00% 0%
COO 182,516 0 18,069 11,961 0 0 0 0 100.00% 0%
FIXED COMPENSATION
Prior to Ebusco’s listing, the service agreements
in place at the time with each of the respective
Management Board members were terminated and
new service agreements were concluded and came
into effect. Therefore all three members of the Ma
-
nagement Board are included in the payroll admi-
nistration of the company as from 17 October 2021.
The xed base salary for 2021 consists of both pay
-
ments under the terminated service agreements
and payments under the new service agreements.
When drawing up the remuneration policy and de-
termining the remuneration of the members of the
Management Board, the Supervisory Board conside-
red possible outcomes of the variable remuneration
elements and how they may affect the remuneration
of the members of the Management Board. These
scenario analyses were considered when dening the
structure of the policy.
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
The Remuneration Committee also reviewed whether
the remuneration policy is still suitable for the level
and size of the company, and more specically, if
the remuneration level is in line with the market. In
2021, the Remuneration Committee concluded that
the remuneration of the members of the Manage-
ment Board was in line with market practices and
within the boundaries of the remuneration policy.
The Supervisory Board does not expect any signi-
cant modications to the remuneration policy during
the rst three years after the company’s listing.
In determining the remuneration of the Management
Board, the Supervisory Board also considers the im
-
pact of the overall remuneration of the Management
Board on the pay differential within Ebusco. In line with
the Code Ebusco considered the internal pay ratios
within the organisation when formulating the remune
-
ration policy and also when determining the remunera-
tion of individual members of the Management Board.
The Supervisory Board has the authority to make dis-
cretionary adjustments to the outcome of variable
remuneration, if the outcome is deemed to be unfair.
In that case, the Supervisory Board can deviate from
the policies set out above, when the members of the
Supervisory Board consider this necessary or desira-
ble in specic individual cases.
VARIABLE REMUNERATION
Considering that the company was effectively listed
for two months in 2021, it was decided that no STI
and LTI would be granted over 2021.
REPAID REMUNERATION
The Supervisory Board had no reasons to believe that
any compensation paid over the year 2021 should be
repaid in whole or in part based upon the grounds as
stipulated in article 2:383 Dutch Civil Code.
EXTRAORDINARY COMPENSATION CFO
Paul van Beers negotiated that PBE Support B.V., a
company wholly owned by him and through which
he performed his services to Ebusco, would receive
a success fee upon completion of, inter alia, an IPO.
The shareholders of Ebusco and Paul van Beers agreed
that as settlement of this success fee agreement, PBE
Support B.V. would receive an one-time total amount
of €5.0 million out of the proceeds of the IPO with the
requirement to reinvest the cash consideration (net of
income tax) into shares of Ebusco. This has been dis
-
closed in the prospectus at listing and is reiterated in
this report for transparency purposes.
PAY RATIO
With a view to transparency and clarity Ebusco
calculated the internal pay ratios based on the re-
muneration included in the consolidated nancial
statements. Ebusco’s CEO pay ratio is calculated as
the total CEO remuneration divided by the average
remuneration of all employees. For the purposes of
this calculation, all remuneration elements are in-
cluded in the total remuneration for the CEO based
64
on the information provided in note 7.1 - Remunera-
tion of members of the Management Board. Average
employee remuneration is based on total employee
benet expenses excluding temporary employees
and excluding benet expenses of the Management
Board and Supervisory Board as disclosed in note 7
- Employee benets expense, and the total average
number of employees in FTEs as also disclosed in
note 7, Employee benets expense.
Consequently, Ebusco’s calculated CEO pay ratio in
2021 was 4.7 (2020: 4.6). These internal pay ratios
are closely monitored by the Remuneration Commit-
tee. Apart from the absence of STIs and LTIs in 2021,
an important observation is that the company has
a relatively young workforce, resulting in a relatively
low median employee remuneration level.
HISTORICAL PERSPECTIVE
The following table summarises the remuneration of
the members of the Management Board and accom-
panying pay ratios in previous years. Information
prior to 2018 is not available as the company’s books
were not audited at that time.
REMUNERATION OF THE MANAGEMENT
BOARD IN 2022
It is expected that the base salary remuneration of the
members of the Management Board will not be incre
-
ased for the 2022 nancial year. With regard to the va-
riable remuneration components, targets will be set for
the STI as well as the LTI which may be granted in 2022.
SUPERVISORY BOARD REMUNERATION 2021
The remuneration of the members of the Supervisory
Board consists of xed annual fees for their role as
Supervisory Board members. In addition, the chairman
and members of the Nomination Committee, Audit
Committee and Remuneration Committee receive a
xed annual fee for these roles. Ebusco does not grant
variable remuneration, shares or options to members
of the Supervisory Board. As per 31 December 2021,
the members of the Supervisory Board have no loans
outstanding with Ebusco, and no guarantees or ad
-
vance payments have been granted to members of
the Supervisory Board. Ebusco pays company-related
travel and accommodation expenses related to meet
-
ings. The remuneration policy of the members of the
Supervisory Board is considered to be market conform.
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
ANNUAL FEES PER FUNCTION IN THE
SUPERVISORY BOARD (IN EUR)
Function Remuneration
Chairman 50,000
Member 40,000
ANNUAL FEES PER FUNCTION IN
SUPERVISORY BOARD COMMITTEES (IN EUR)
Function Remuneration
Audit Committee - Chairman 10,000
Audit Committee - Member 7,000
Nomination Committee - Chairman 7,000
Nomination Committee - Member 4,000
Remuneration Committee - Chairman 7,000
Remuneration Committee - Member 4,000
FEES OF SUPERVISORY BOARD MEMBERS IN
2021* (IN EUR)
Function Remuneration
Derk Haank 14,500
Carin Gorter 12,500
Jeroen Drost 11,750
Roelf de Boer 11,750
Ruud Spoor 11,750
* No comparable gures in absence of a Supervisory Board prior to listing on
Euronext. Fee quoted is excluding reimbursement of costs. Remuneration in
book year 2021 is limited to the fourth quarter.
Remuneration Management Board (in EUR) 2021 2020 2019 2018
Total remuneration CEO 286,602 281,689 240,000 190,000
Total remuneration CFO 5,315,497 316,477 215,000 261,000
Total remuneration COO 212,546 - - -
Ebusco performance (all in EUR million)
Revenue 24.3 100.0 48.9 21.4
Underlying EBITDA (20.5) 27.1 8.8 3.2
Free cash ow (25.6) (15.9) (5.5) 1.0
Pay ratio
Pay ratio CEO 4.7 4.6 3.9 3.4
Average total remuneration Ebusco employees* 60,452 60,868 61,072 55,831
* The average total remuneration of Ebusco employees is excluding the total remuneration of the Management Board and Supervisory Board.
65
ANNUAL REPORT EBUSCO 2021
65
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
FINANCIAL
STATEMENTS
CONTENT
Consolidated statement of prot or loss and
other comprehensive income 66
Consolidated statement of nancial position 67
Consolidated statement of changes in equity 68
Consolidated statement of cash ows 69
Notes to the consolidated nancial statements 70
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
66
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
Result for the year (26,797 ) 16,659
Other comprehensive income
Other comprehensive income that may be reclassied to prot or loss in subsequent periods
Exchange differences on translation of foreign operations (6 )
Net gain/(loss) on cash ow hedges 1,444 (639 )
Tax effect of changes in cash ow hedges (361 ) 160
Net change in costs of hedging 40 64
Tax effect of changes in cost of hedging (10 ) (17 )
Other comprehensive income/(loss)
Total comprehensive income/(loss) for the year (25,690 ) 16,227
Total comprehensive income/(loss) for the year attributable to
Equity holders of the Group (25,281 )
Non-controlling interests (409 ) -
Basic earnings per share (in euros) for result attributable to shareholders of the Group
11 (0.56 ) 0.37
Diluted earnings per share (in euros) for result attributable to shareholders of the Group
11 (0.56 ) 0.37
In thousands of euro, unless stated otherwise
Note 2021 2020
Revenue
6.1
Costof materials
6.2
(23,045 ) (60,337 )
Employee benet expenses
7
(23,106 ) (9,745 )
Amortisation and depreciation expenses
12, 13, 21
(5,331 ) (3,359 )
Other operating expenses
8
(12,354 ) (2,777 )
Operating expenses (63,836 )
(76,218 )
Operating result (39,571 ) 23,776
Finance expenses, net
9
(4,240 ) (1,289 )
Share of result of an associate
5
Result before tax (36,384 )
Income tax credit/(expense)
10
(5,716 )
Result for the year (26,797 ) 16,659
Result for the year attributable to
Equity holders of the Group (26,388 ) 16,659
Non-controlling interests (409 ) -
Note 2021 2020
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
67
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
In thousands of euro
Notes
As at 31
December 2021
As at 31
December 2020
Assets
Non-current assets
Property, plant and equipment
12
Right-of-use assets
21
Intangible assets
13
Deferred tax assets
10
Investments in associates
5
Non-current nancial assets
14
Current assets
Inventories
15
Trade receivables
16
Receivables from related parties
24
Contract assets
6
Other current assets
17
Cash and cash equivalents
18
Total assets 332,715 104,459
Equity
Share capital 590 24
Share premium 314,767 12,630
Reserves 9,207 2,904
Retained earnings (20,553 ) 12,484
Equity attributable to equity holders of the Group 19.1 304,011 28,042
Non-controlling interests 19.2 (63 ) -
Total Equity 19 303,948 28,042
Liabilities
Non-current liabilities
Loans and borrowings
20
Provisions
22
Non-current lease liabilities
21
Current liabilities
Loans and borrowings
20
Provisions
22
Trade payables
23
Payables to related parties
24
Contract liabilities
6
Other current liabilities
23
Current lease liabilities
21
Income tax payable
10
Total liabilities 28,767 76,417
Total equity and liabilities 332,715 104,459
Notes
As at 31
December 2021
As at 31
December 2020
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
68
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
In thousands of euro
Equity attributable to Equity holders of the Group Non-controlling
interests
Total Equity
Notes Share capital Share premium Translation
reserve
Cash ow
hedge reserve
Cost of hedging
reserve
Other reserves Retained
Earnings
Total Equity
attributable to
Equity holders
of the Group
Balance as at 1 January 2020 24 12,630 - 171 (71 ) 3,691 (4,508 ) 11,937 - 11,937
Result for the year - - - - - - 16,659 16,659 - 16,659
Other comprehensive income
10, 28
Total comprehensive income for the year - - - (479 ) 47 - 16,659 16,227 - 16,227
Transfer to/from legal reserve
19
Transfer of cash ow hedge reserve - - - (122 ) - - - (122 ) - (122 )
Balance as at 31 December 2020 24 12,630 - (430 ) (24 ) 3,358 12,484 28,042 - 28,042
68
Balance as at 1 January 2021 24 12,630
(430 ) (24 ) 3,358 12,484 28,042
Result for the year - - - - - - (26,388 ) (26,388 ) (409 ) (26,797 )
Other comprehensive income
10, 28
Total comprehensive income for the year - - (6 ) 1,083 30 - (26,388 ) (25,281 ) (409 ) (25,690 )
Shares issued
19
Share issuance expenses
19
Repayment convertible loan
19
Transfer to/from legal reserve
19
Transfer of cash ow hedge reserve - - - (653 ) - - - (653 ) - (653 )
Acquisition of 60% share in associate
5
Acquisition of 20% non-controlling interest
5
Balance as at 31 December 2021 590 314,767 (6 ) - 6 9,207 (20,553 ) 304,011 (63 ) 303,948
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
69
CONSOLIDATED STATEMENT OF CASH FLOWS
Cash ows from investment activities
Investments in property, plant and equipment
12
(4,137 ) (1,362 )
Proceeds from sale of property, plant and equipment
12
Investments in intangible assets
13
(795 ) (2,452 )
Investments in nancial assets
14
(9 ) (196 )
Investments in subsidiaries
5
(22,344 ) -
Net cash ows from investment activities
(27,284 ) (3,994 )
Cash ows from nancing activities
Acquisition of non-controlling interest
5
(19,996 ) -
Net proceeds from issuance of share capital
19
Repayment of convertible loan (800 ) -
Repayments of borrowings
20
(105,517 ) (2,600 )
Proceeds from borrowings
20
Payment of principal portion of lease liabilities
21
(1,244 ) (457 )
Interest paid
20
(2,327 ) (995 )
Net cash ows from nancing activities
(Decrease)/Increase in cash and cash equivalents 181,060 24,052
Exchange losses/gains on cash, cash equivalents
9
Cash and cash equivalents at 1 January
18
Cash and cash equivalents at 31 December 18 207,923 26,862
Notes
2021 2020
In thousands of euro
Notes
2021 2020
Cash ows from operating activities
Prot/(Loss) before tax (36,384 ) 22,375
Non-cash adjustments:
Depreciation of property, plant and equipment and right-of-use assets
12, 21
Amortisation of intangible assets
13
Gain/(Loss) on disposal of property, plant and equipment
12
(1 ) 1
Additions to/(releases from) provisions
22
Finance expenses, net
9
Share of results of an associate
5, 24
(7,427 ) 112
Movements in working capital:
Inventories
15
(18,690 ) (953 )
Receivables and other current assets
16, 17
(17,595 ) 10,225
Contract assets/liabilities
6
Payables and other current liabilities
23
Cash generated from operations (15,986 ) (11,427 )
Payment from provisions
22
(2,946 )
Income tax paid
10
(458 ) -
Net cash ows from operating activities
(19,390 ) (11,427 )
ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
70
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
solidation. When the Group loses control over a subsidiary, it derecognises the related assets (including good-
will), liabilities, and other components of equity, while any resulting gain or loss is recognised in prot or loss.
An acquisition of a business under common control is accounted for by applying the pooling of interest method.
Under the pooling of interest method assets, liabilities and reserves of two businesses are combined and recor-
ded at carrying value.
NOTE - BASIS OF CONSOLIDATION
The following table provides an overview of the consolidated subsidiaries which the Parent controls as at 31
December:
Entity Registered
office
Date of
incorporation
Ownership
interest (%)
31 December 2021
Ownership
interest (%)
31 December 2020
Ebusco B.V. Deurne, Netherlands
3 September 2012
100% 100%
Ebusco Energy B.V. Deurne, Netherlands 18 July 2019 100% 100%
Ebusco Manufacturing B.V. Deurne, Netherlands 15 July 2020 100% 100%
Pondus Holding B.V.
1
Deurne, Netherlands 16 March 2017 100% -
Pondus Operations B.V.
1
Deurne, Netherlands 16 March 2017 90% -
Pondus R&D B.V.
1
Deurne, Netherlands 16 March 2017 100% -
Ebusco Deutschland GmbH
Emmerich am Rhein, Germany
13 June 2016 100% 100%
Ebusco Norway A/S Dal, Norway 2 February 2017 100% 100%
Ebusco Australia Pty Ltd Tasmania, Australia 18 July 2019 100% 100%
Ebusco France SAS Paris, France 9 November 2020 100% 100%
Ebusco North America LLC Delaware, United States 19 August 2021 100% -
Ebusco New Energy
(Xiamen) Co Ltd
Xiamen, China
17 September 2021
100% -
Gr8 Technologies B.V.
2
Amsterdam, Netherlands 1 December 2017 100% -
1 Consolidated as of 19 April 2021
2 Consolidated as of 18 October 2021
1. CORPORATE INFORMATION
ordinary shares of Ebusco Holding N.V. are listed on Euronext Amsterdam.
The Parent has its headquarters and registered ofce located at
2. BASIS OF CONSOLIDATION
ACCOUNTING POLICY – BASIS OF CONSOLIDATION
The consolidated nancial statements comprise the nancial statements of the Parent and its subsidiaries
(or ‘group companies’) as at 31 December 2021 with comparative information for the year ended 31 Decem-
ber 2020. Subsidiaries are fully consolidated from the date the Group acquires control and ceases when the
Group loses control of the subsidiary. The Group controls an investee if, and only if, the Group has:
• Power over the investee (i.e., existing rights that give it the current ability to direct the relevant activities of
the investee);
• Exposure, or rights, to variable returns from its involvement with the investee;
• The ability to use its power over the investee to affect its returns.
The Group re-assesses whether or not it controls an investee if facts and circumstances indicate that there are
changes to one or more of the three elements of control. All intra-group assets and liabilities, equity, income and
expenses and cash ows relating to transactions between members of the Group are eliminated in full on con
-
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71
3. BASIS OF PREPARATION
The consolidated nancial statements of the Group have been prepared in accordance with International Fi-
nancial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB) and en-
dorsed by the European Union (EU) and with the statutory provisions of Part 9, Book 2 of the Dutch Civil Code.
The nancial statements were signed and authorised for issuance by the Supervisory Board and Management
Board on 11 April 2022 and will be submitted for adoption to the General Meeting of Shareholders on 25 May 2022.
The consolidated nancial statements have been prepared on a historical cost basis, except where otherwise
indicated. All amounts are stated in thousands of EUR, unless otherwise stated.
The consolidated nancial statements are prepared on a going concern basis.
PRESENTATION STATEMENT OF PROFIT OR LOSS
The 2020 ‘Employee benet expenses’ and ‘Other operating expenses’ comparative numbers have been brought
inline with the current year presentation:
• other employee related expenses in the amount of €4,459 have been reclassied from ‘Other operating
expenses’ to ‘Employee benet expenses’. This reclassication includes temporary and other staff expenses,
car expenses and management fees charged by the members of the Management Board;
• additions to/(releases) from the provision for doubtful debts in the amount of €579 have been reclassied
from ‘Marketing expenses (included in Other operating expenses)’ to ‘General expenses (included in Other
operating expenses)’.
COVID-19 IMPACT ON BUSINESS
The Covid-19 pandemic has impacted economic, government and social activity across the world since early 2020.
In response to the pandemic, government regulations aimed at shifting social behaviours to limit or close non-es
-
sential transportation, business activities, government functions and person-to-person interactions, resulting in
employees working from home. In some instances where these restrictions have been eased, governments have
followed with actual or contemplated returns to stringent restrictions on gatherings or commerce or with reduced
forms of restrictions that still limit transportation, business activities and other person-to-person interactions.
These trends have resulted in limited demand for public transport, which in turn has resulted in a reduced amount
of income generated by Public Transport Authorities (PTAs) and Public Transport Operators (PTOs) who responded
by offering fewer requests for tenders, bids or quotations for new buses in 2020 and the rst half of 2021.
Despite the ongoing impact of Covid-19, the Group experienced an increase in orders for its zero-emission bus-
es. Overall, the Group received more secured orders for its zero-emissions buses in 2021 compared to 2020.
The Group continued to see an impact on orders and tender opportunities during the rst half of 2021 as a result
of the continued uncertainty related to public transit needs in the face of Covid-19 and the related regulatory
responses, but its order book has strengthened in the course of 2021, mainly throughout the second half of the
year. Furthermore, the Group has a promising opportunities pipeline.
Due to the slowdown in customer activity and orders during 2020 and early 2021, as well as some disruption to
production and deliveries due to supply chain challenges, in each case as a result of Covid-19, the Group’s rev
-
enue was signicantly impacted in 2021. Compared to 2020, revenue was down by approximately 76%, mainly
driven by a slow-down in orders due to Covid-19 combined with the global supply chain shortages.
Customer orders have continued to be subdued in the rst half of 2021 as a result of Covid-19, the effect of
which on the Group’s revenues has been compounded by further supply chain disruptions that have reected
reduced production capacity at certain suppliers of the Group which scaled back production in response to
Covid-19. As a result, the Group has experienced further delays in bus production and shipments in 2021 and
anticipates that it may continue to do so into 2022.
The Group has in the past and continues to experience supply chain disruptions and supply shortages as a result
of the prolonged Covid-19 pandemic. The Company is taking pro-active steps to manage the risk of further impact
from the supply chain disruptions by building its safety stock, shipping components by air rather than sea (where
this is an option and cost effective), designing alternative replacement parts, installing certain components at
its headquarters in Deurne instead of its third-party assembly partner in China and by using exchange parts.
The Group continues to closely monitor the development of the Covid-19 outbreak by analyzing the risks which the
pandemic imposes for its nancial results, position and cash ows and implementing mitigating actions promptly.
Further information and considerations regarding areas of signicant judgments and estimates have been in-
cluded below.
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72
LIQUIDITY AND RISK MANAGEMENT
At a very early stage of the Covid-19 outbreak, the Group identied a broad range of mitigating actions to preserve
liquidity and continuity of the development and assembly process. These measures included, among others,
savings in selling expenses, travel costs and procurement costs, applying for subsidies and concluding a capital
increase of the shareholders. This will continue to be a focus point of the organisation in the coming years.
The Group has also implemented a range of measures to safeguard cash ow, including working capital man-
agement and the curtailment of uncommitted and non-essential capital expenditure.
The company obtained cash via the Initial Public Offering (‘IPO’) in October 2021 and repaid various components
of loans and borrowings (reference is made to Note 20 of the consolidated nancial statements).
GOING CONCERN
The Covid-19 pandemic has introduced new elements of uncertainty to the environment in which the Group op-
erates and the effects of the pandemic are constantly being monitored by the Group’s executive management.
It is currently unclear what impact the virus will have on the spending patterns of the Group’s customers and on
consumer condence in general. The prospects for the Group in the years ahead are good, given the need of cities
and municipalities to provide environmentally friendly public transportation to their inhabitants.
In determining the appropriate basis for preparing the nancial statements for the year ended 31 December 2021
and in light of the above, the Management Board considered the Group as a going concern:
• by evaluating the nancial forecasts over a time horizon of – to a minimum – one year after the date of these
nancial statements;
• by analyzing, in particular, besides general macroeconomic trends and geopolitical events, order intake, order
portfolio, cashow, economics, working capital and sales forecast in the context of the current Covid-19 pan
-
demic such as additional impact from (potential) supply chain disruptions; and
• taking into account the positive liquidity position as per 31 December 2021 following the IPO.
COVID-19 ON ACCOUNTING POLICIES
INTANGIBLE ASSETS
Despite the changes in the economic environment, the Group’s review of its intangible assets including good-
will did not lead to identication and recognition of any impairments.
INVENTORIES
The Group’s inventories are stated at the lower of cost or net realisable value. In determining the appropriate
level of valuation allowance, certain businesses and markets impacted by Covid-19 were considered. In addi-
tion, current and potential excess inventory levels were analysed, incorporating revised expectations of future
demand for these items. As a result of these procedures, the allowance for obsolescence increased to €523
as at 31 December 2021 (31 December 2020: €233).
TRADE RECEIVABLES
According to its accounting policy, the Group calculates the lifetime expected credit loss for trade receivables
utilising the simplied expected credit loss approach in the form of a provision matrix based on historic inputs
to determine the expected losses. The Group has taken into account historical and forward-looking information
that might have an impact on the way the trade receivables will be settled in the future, including the Covid-19
impact. The Group’s expected credit loss allowance as of 31 December 2021 (€514) decreased compared to its
allowance as of 31 December 2020 (€638), mainly due to settlement of a claim from a specic customer (€600)
and an addition to the provision for specic risks identied as per 31 December 2021 (€523). The Group is still
pursuing collection of the receivables concerned.
GOVERNMENT SUPPORT
In response to Covid-19, many governments provided support through incentives, changed tax policies aimed
at deferring tax lings and payments. The Group has been granted €1.3 million of wages relief in cash in
connection with the “NOW 1.0” program from the Dutch government. The Group also received and applied
payment deferrals on their loan from the Dutch government related to innovation (RVO loan; refer to Note 20).
The Group has not benetted from any rent concessions in relation to its leases.
DEFERRED TAXES
The Group recorded a net deferred tax asset of €7,139 as at 31 December 2021 (31 December 2020 €909). The
deferred tax asset mainly relates to tax losses carried forward. The Group has assessed whether it will benet
from the net deferred tax asset and expects that utilisation (ultimately) will not be affected by the deferral or
delay of orders due to the pandemic based on the expectation that sufcient taxable prots will be generated
before the tax losses carried forward will expire (2021 tax losses will expire after six years).
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73
ACCOUNTING POLICY – FUNCTIONAL AND PRESENTATION CURRENCY
The Group’s consolidated nancial statements are presented in euros, which is also the Parent’s functional
currency. The nancial statements of entities that have a functional currency different from that of the Parent
(“foreign operations”) are translated into euros as follows:
Group companies:
•
Foreign currency differences resulting from translation of subsidiaries are recognised in other comprehensive
income.
Transactions and balances:
•
Assets, equity and liabilities - at the closing rate at the date of the statement of nancial position.
•
Income and expenses - at the average rate of the period (as this is considered a reasonable approximation of
the actual rates prevailing at the transaction dates).
4. SIGNIFICANT ACCOUNTING POLICIES, ESTIMATES AND
JUDGEMENTS
The below table is a summary of the Group’s signicant accounting policies, estimates, and judgments. The
table makes reference to the notes these topics are disclosed.
Accounting Policies Signicant Accounting Estimates or
Judgements
What it is
Accounting policies considered relevant for understanding the nancial state-
ments or required to be disclosed by law or IFRS.
These accounting policies involve
a higher degree of judgement or
complexity. The estimates applied
are more likely to be materially
adjusted due to inaccurate esti-
mates and/or assumptions applied
Where?
Provided per note to the nancial statements.
The notes are organised into the following sections:
Key disclosures:
In relation to its strategy the
Group’s management considers
the following disclosures, based
on the determination of operating
prot, as key in understanding its
nancial performance or position.
These disclosures provide a break-
down of individual line items in the
nancial statements that users of
the nancial statements consider
most relevant.
Notes:
5 Acquisitions
6 Revenue, cost of materials and
segment reporting
7 Employee benet expenses
10 Income taxes
13 Intangible assets
22 Provisions
Description:
5 Acquisition 60% and remaining
20% of the voting shares in
Pondus Holding B.V.
6 Percentage of completion of
customer contracts
7 Share based payments and
other compensation
10 Valuation deferred tax asset
regarding tax losses carried
forward
13 Annual goodwill impairment
testing / Assumptions regarding
cuseful life of intangible assets
22 Provision for warranties and
disputes
Other disclosures:
Information on items required to be
disclosed to be compliant with IFRS
IASB and other legal requirements.
Notes:
9, 11, 14-21, 23-29
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74
STANDARDS ISSUED NOT YET ADOPTED
New standards, amendments and/or interpretations to existing IFRS standards became effective in 2021. These
new standards, amendments and interpretations, as far as they are relevant to the Group, have no impact on
the valuation and classication of assets and liabilities of the Group, nor on its income statement or cash ows.
The Group has not applied the following new and revised IFRS’s that have been issued, but are not yet effective:
• Annual Improvements to IFRS Standards 2018–2020 (applicable for annual periods beginning on or after 1
January 2022, but not yet endorsed in the EU)
• Amendments to IAS 1 Presentation of Financial Statements: Classication of Liabilities as Current or
Non-current - Deferral of Effective Date (applicable for annual periods beginning on or after 1 January
2023, but not yet endorsed in the EU);
• Amendments to IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Denition of
Accounting Estimates (applicable for annual periods beginning on or after 1 January 2023, but not yet
endorsed in the EU) Annual Improvements to IFRS Standards 2018–2020 (applicable for annual periods
beginning on or after January 1, 2022, but not yet endorsed in the EU);
• Amendments to IAS 12 Income Taxes: Deferred Tax related to Assets and Liabilities arising from a Single
Transaction (applicable for annual periods beginning on or after 1 January 2023, but not yet endorsed in the
EU);
• Annual Improvements to IFRS Standards 2018–2020 (applicable for annual periods beginning on or after 1
January 2022, but not yet endorsed in the EU)
• The IFRS 17 Insurance Contracts standard (applicable for annual periods beginning on or after 1 January
2023), is not relevant to the Group and therefore will not be detailed further in these nancial statements.
The impact of the adoption of the above new standards is still being determined, but not expected to be mate-
rial on the consolidated nancial statements.
The Group plans to adopt these standards on their respective dates.
5. ACQUISITIONS
Acquisition of 60% of the voting shares of Pondus Holding B.V.
On 19 April 2021, the Group acquired 60% of the voting shares of its associate Pondus Holding B.V. (Pondus),
raising its total shareholding of Pondus Holding to 80% and upon the acquisition date the Group gained
control of Pondus.
Pondus Holding B.V. is the parent company of Pondus Operations B.V. (90% ownership) and Pondus R&D B.V.
(100% ownership).
Pondus is involved in the research and production of lightweight composite materials suitable for use in
constructing electric zero-emission buses. Pondus’ principal place of business is the Netherlands. The Group
acquired Pondus for the purpose of using proprietary technology to develop and manufacture lightweight
carrying structures and parts for use in the Group’s buses.
The considerations included the following:
• €16.6 million (the initial purchase price) paid by the Purchaser on completion of the acquisition;
• €5.0 million (the deferred purchase price) of contingent consideration paid by the Purchaser upon the initial
public offering (“IPO”) in October 2021;
• €0.75 million (earn out) of contingent consideration also paid upon the IPO in October 2021.
At the acquisition date, the fair value of the contingent consideration was estimated to be €5.8 million. The
Group considered the IPO to be a probable event within the next three months; the IPO actually occurred on 22
October 2021. Considering the short period of time, the discounting was negligible.
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75
The purchase price is as follows:
Fair value of identiable net assets
Non-current assets
Property, plant and equipment 1,563
Intangible assets 4,246
Non-current nancial assets 53
Total non-current assets 5,862
Net working capital
Receivables from related parties 1,605
Other current assets 26
Trade payables (110)
Payables to related parties (1,051)
Other current liabilities (351)
Total net working capital 119
Non-controlling interest (10% in Pondus Operations) (86)
Loans and borrowings (7,909)
Cash and cash equivalents 6
Subtotal: Identiable net assets acquired at fair value (2,008)
Fair value of non-controlling interest 7,450
Fair value of previously held equity interest 7,450
Fair value of consideration transferred:
- Cash 16,600
- Contingent consideration 5,750
Subtotal: Consideration transferred 37,250
Goodwill arising on acquisition 39,258
Goodwill is attributable to the assembled workforce of Pondus, expected synergies, and expected future sales
and customers. The goodwill is not deductible for income tax purposes.
At the acquisition date, the carrying value of the Group’s 20% interest in Pondus was nihil. Accordingly, the
Group recognised a gain of €7.5 million as a result of remeasuring the carrying amount of its ‘Investment in
associates’ at fair value.
The Group has elected to measure the non-controlling interest in Pondus at fair value; the non-controlling
interest is determined based on Pondus’ full amount of goodwill. As a result, the value of the non-controlling
interest is €7.5 million.
Acquisition of remaining 20% of the voting shares of Pondus Holding B.V.
On 18 October 2021, the Group acquired the remaining 20% of the shares in Pondus through the acquisition of
100% of the shares of Gr8 Technologies B.V., owning the remaining 20% of the voting shares of Pondus Holding
B.V. The Group acquired the shares of Gr8 Technologies B.V. from its previous shareholders, being two persons
(participating for 50% each) afliated to VDVI B.V., one of the existing shareholders of Ebusco Holding N.V.
Holding the shares in Pondus Holding B.V. was the only activity of Gr8 Technologies B.V.; Gr8 Technologies B.V.
is expected to be liquidated in the rst half of 2022.
The net cash outow amounted to €19,996 (being €20,000 less cash acquired). Following the acquisition,
the carrying value of the non-controlling interest of €7,190 has been reclassied to the equity of Ebusco
Holding N.V., and the difference between the fair value of the consideration paid and the carrying value of the
non-controlling interest being €12,806 has been charged against the Company’s share premium.
Accordingly, the total cash outow from investments in group companies (net of cash acquired) amounted to
€22,344 and cash outow from acquisition of non-controlling interest amounted to €19,996.
In 2021, Pondus did not contribute to the Group’s consolidated revenue and contributed a loss of €1,713 to
the Group’s consolidated operating result. If the acquisition had occurred on 1 January 2021, the acquired
business would not have contributed to consolidated revenue and would have contributed a loss of €2,381 to
consolidated operating result.
Total transaction costs incurred amount to €85 thousand for both acquisitions.
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76
6. REVENUE, COST OF MATERIALS AND SEGMENT REPORTING
The activities of the Group primarily consist of the sale of zero-emission buses and ancillary services and
goods, including charging systems, related to the electric vehicle ecosystem.
6.1 ACCOUNTING POLICIES - REVENUE
REVENUE FROM CONTRACTS WITH CUSTOMERS
In determination of its recognition of revenue, the Group applies the 5-step model in line with IFRS 15.
Revenue is recognised if the Group has entered into a contract with a customer in which the performance
obligations can be identied, the terms of the transaction are clear, and it is probable that the customer will
pay. Revenue is recognised for each contract.
If a contract involves several performance obligations, revenue is separately attributed to the performance
obligations based on relative stand-alone selling prices. Revenue is recognised over time if the customer
simultaneously receives and consumes the benet of the Group’s performance or if the Group produces an
asset without alternative use which it is contractually obligated to deliver to the customer and for which the
Group has an enforceable right to payment. Revenue is recognised at a point in time if it does not meet the
criteria to be satised over time. The Group does not have any contracts with material variable consideration.
If a contract contains a signicant nancing component, the Group adjusts the revenue accordingly. This is
not done if the time between the fullment of the performance obligation and the payment of the consider-
ation is less than one year.
If the results from a contract cannot be determined reliably, contract revenue is only recognised to the extent
of costs incurred.
Expected contract losses are recognised immediately in the statement of prot or loss. In measuring the
amount of provisions for losses, the Group proceeds on the basis of the economic benets expected to be
received compared with the attributable costs of the contract.
The Group has two main types of revenue from contracts:
1. Contracts for the sale of zero-emission buses: the Group sells zero-emission buses and related charging sys-
tems customised for each customer. The Group negotiates with each customer according to the needs of the
customer and charges a transaction price based on the type and number of buses ordered. Contracts are
fullled, on average, within eight to fourteen months. Revenue for sales of zero-emission buses is recognised
over time as the Group produces a bus without an alternate use which the Group is contractually obligated to
deliver and for which the Group has an enforceable right to payment. The revenue relating to work in progress
is recognised in the statement of prot or loss based on percentage of completion of the project. The stage of
completion is assessed by reference to the proportion of costs recorded in relation to the total expected costs
to the extent that the costs incurred are representative of the progress made in the transfer of goods/services
to the client. Inefciencies are disregarded in determining the stage of completion. In-progress contracts are
recorded as contract assets.
2. Contracts for charging systems and ancillary services and goods: the Group also sells items and services in
addition to its zero-emission buses. These goods and services consist of additional parts for the Group’s buses
or represent services, including repair and maintenance services, which support the customer’s use of ze
-
ro-emission buses sold by the Group. Revenue is recognised either at a point in time or over time based on the
nature of the good or service in accordance with the Group’s revenue recognition policy. Typically, spare parts
and charging systems are recognised at a point in time whilst services are recognised over time. The Group
also offers limited bus leasing arrangements, income from which is recognised in accordance with IFRS 16;
refer to Note 21 for leases.
The accounting policies regarding trade receivables, contract assets, and contract liabilities are set out in
the corresponding notes (refer to Note 16 for trade receivables and below for contract assets and liabilities).
TRANSACTION PRICE AND STAND-ALONE SELLING PRICES
Transaction prices are determined per individual contract, based on goods and services ordered by each
customer. Payment terms vary per contract. The performance obligation that signicantly affects the de-
termination of the transaction price is the supply of zero-emission buses. Progress is measured using an
input method. The Group measures the progress for the projects based on the input costs consisting of the
cost of materials and other costs. The Group assessed that the input method used based on costs incurred
to measure its progress towards completion reects proportionately the Group’s progress in satisfying the
performance obligation and is a fair reection of the Group’s performance.
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CONTRACT ASSETS AND CONTRACT LIABILITIES
The Group recognises a contract asset for services or goods transferred to a customer to which the Group has
a right to receive consideration. The Group reclassies contract assets to trade receivables when performance
obligations are satised and the right to consideration becomes unconditional.
The Group recognises a contract liability when a payment is received from a customer or is due before the
Group transfers the related goods or services. Contract liabilities are recognised as revenue when the Group
performs its obligations.
Contract assets and receivables generally have a term of less than 12 months.
SIGNIFICANT ESTIMATE: PERCENTAGE OF COMPLETION OF CUSTOMER CONTRACTS
In determining the stage of completion, the Group makes a critical estimate of the remaining cost. This esti-
mation requires a consistent judgment (forecast) of the nal outcome of the project, including costs to come
and variance analyses of divergences compared with earlier assessment dates. Estimates are an inherent
part of this assessment and actual future outcome may deviate from the estimated outcome. Historical ex-
perience has also shown that estimates are, on the whole, sufciently reliable. Estimates and judgements
are made relating to a number of factors when assessing contracts. These primarily include the program of
work throughout the contract period and an assessment of future costs after considering any changes in the
scope of work. The Group reviews its estimates for its contracts with customers which are recorded under the
percentage of completion method and, based on the data available to the Group, may record adjustments to
its calculations as appropriate.
NOTE – REVENUE FROM CONTRACTS WITH CUSTOMERS
The Group earns the majority of its revenue from its single performance obligation of the sale and supply of
zero-emission buses. The other primary performance obligations include a sale and supply of zero-emission
bus chargers, a guarantee to provide a complete change of batteries, and repair and maintenance services,
Performance obligations for other services and goods, including supply of bus charging systems, are ancillary
and supportive of the performance obligation of the sale and supply of zero-emission buses.
The breakdown of the revenue based on type is presented below:
Revenue type 2021 2020
Revenue from zero-emission buses 20,736 97,828
Revenue from charging systems and ancillary services and goods 3,529 2,166
Total 24,265 99,994
Revenue recognised over time relates to contracts regarding the sale of zero-emission buses, support ser-
vices and lease (lessor) income which relates to buses leased out to customers (refer to Note 21, Leases).
Revenue recognised at a point in time relates to contracts for the sale of charging systems and parts. Transfer
of control occurs when the Group has transferred physical possession of the asset and revenue is recognised
at that point of time.
Revenue recognition
2021 2020
Revenue recognised over time
19,266 98,401
Revenue recognised at point in time
4,999 1,593
Total
24,265 99,994
As at 31 December 2021 the remaining performance obligations amount to €34.9 million (31 December 2020:
€6.5 million). The Group estimates 81% (31 December 2020: 65%) of these anticipated revenues are expected to
be recognised during the next 12 months. This revenue relates primarily to customer contracts for zero-emission
buses.
The Group enters into sales contracts which include also a repurchase clause or a buy-back guarantee. The
contract obliges the Group to repurchase the asset at a price lower than the original sales price, if requested
by the customer.
The Group has assessed that there is no signicant economic incentive for the customer to exercise this opti-
on, as such, the repurchase clauses are classied as sale contracts with the right of return. Furthermore, the
Group has concluded, based on historical data and market information, that the probability of returns being
recorded is not materially signicant.
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NOTE – CONTRACT ASSETS AND CONTRACT LIABILITIES
Contract assets / (liabilities) – 31 December 2021 2020
Contract assets (positive balance of work in progress) 13,450 59,989
Contract liabilities (negative balance of work in progress) (174) (190)
Balance of contract assets and liabilities 13,276 59,799
The contract assets balance as per 31 December 2021 is €13.5 million (2020: €60.0 million). Contract assets
are measured taking account of expected credit losses in a way similar to the method used for trade and
other receivables; no material expected credit losses have been recorded for contract assets for the periods
presented.
Revenue received in advance (contract liability) as per 31 December 2021 is €174 (2020: €190).
The signicant decrease in contract assets in 2021 is primarily due to the decrease in contracts with custo-
mers for this period. During 2021 the Group experienced lower demand and orders for its zero-emission buses.
Contract assets are related exclusively to work in progress assets for zero-emission buses and the decrease
in orders combined with invoicing resulted in a correspondingly lower amount of contract assets.
6.2 COST OF MATERIALS
Cost of materials are recognised and presented in the statement of prot or loss. These costs include amounts
paid to the supplier for zero-emission bus contracts, costs for parts included in zero-emission bus contracts,
transportation costs, and import duties.
6.3 SEGMENT REPORTING
ACCOUNTING POLICY – SEGMENT REPORTING
An operating segment is a component of an entity that engages in business activities from which it may earn
revenues and incur expenses. The operating results of each segment are regularly reviewed by the entity’s
Chief Operating Decision Maker (“CODM”) in order to make decisions about resources to be allocated to the
segment and assess its performance and for which discrete nancial information is available.
NOTE – SEGMENT REPORTING
The Group has identied the Management Board, which consists of the CEO, CFO and COO, as the CODM. Based
on the Group’s business of selling zero-emission buses and ancillary revenue streams from these buses the
Group has determined it has a single operating segment.
The following table summarizes the Group’s geographical breakdown of its revenue, based on the location of
the external customers for the periods indicated:
Revenue – Geographical breakdown
2021 2020
DACH
1
9,722 9,446
Nordics
2
8,418 75
Benelux
6,035 90,153
Rest of the World (RoW)
90 320
Total
24,265 99,994
1
DACH is an acronym for Germany (D), Austria (A) and Switzerland (CH).
2
Nordics is an acronym for Denmark, Sweden, Norway and Finland.
In 2021, the revenues from external customers attributed to the entity’s country of domicile (the Netherlands)
amounted to €4.9 million (2020: €84.6 million).
At 31 December 2021 €68.5 million of the non-current assets were in the Netherlands (the country of domicile
for the Group) (31 December 2020: €10.2 million).
LARGE CUSTOMERS
In 2021, one customer generated 31% of total revenue. In 2020, one customer (different one) generated 84%
of total revenue.
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79
7. EMPLOYEE BENEFIT EXPENSES AND REMUNERATION KEY
MANAGEMENT
ACCOUNTING POLICY – EMPLOYEE BENEFIT EXPENSES
Employee benets are all forms of consideration given by the Group in exchange for services rendered by
employees or for the termination of employment.
Short-term employee benets are employee benets (other than termination benets) that are expected to
be settled wholly before twelve months after the end of the annual reporting period in which the employees
rendered the related service.
Post-employment benets are employee benets (other than termination benets and short-term employee
benets) that are payable after the completion of employment.
The Company’s new long-term incentive plan referred to as the ‘Performance Share Unit Plan’ will be appli-
cable as from 2022.
Refer to Note 7.1 for a specication of the remuneration of key management.
ACCOUNTING POLICY – PENSIONS
The Group has a dened contribution plan (which is capped at an annual pensionable salary of €112).For
the dened contribution plan, the Group pays contributions to a public or privately administered pension
insurance plan on a mandatory or contractual basis. The Group has no legal or constructive obligations to pay
additional contribution if the fund does not hold sufcient assets to pay all employees the benets relating
to the employee service in the current and prior periods. The contribution is recognised as employee benet
expense when it is due. Prepaid contribution is recognised as an asset to the extent that a cash refund or a
reduction in the future payments is available and can be contractually enforced.
NOTE – EMPLOYEE BENEFIT EXPENSES AND PENSIONS
The table below gives a breakdown of the employee benet expenses recognised in respect of short-term
employee benets and post-employment benets:
Employee benet expenses
2021 2020
Wages and salaries 8,974 4,187
Social security charges 1,481 884
Pension costs 422 215
Other compensation
1
5,000 -
Temporary staff 5,491 3,178
Car expenses
229 117
Management fee 443 598
Other staff expenses 1,066 566
Total
23,106 9,745
1 Reference to Note 7.1: Remuneration key management
Wages and salaries include the remuneration of the members of the Management Board (including the CEO
and CFO as from 17 October 2021) and the Supervisory Board.
The increase in wages and salaries is mainly driven by the increase in average number of full-time employees
(see table below).
Car expenses relate to short-term rental expenses, fuel, insurance and repairs costs.
The management fee includes management fees charged by the CEO and CFO based on service contracts up
to 17 October 2021.
Other staff expenses include employee costs that are not directly related to salaries and social security char-
ges, including travel and related expenses.
The average number of full-time employees for the period active within, respectively outside the Netherlands
is as follows:
Full-time employees
2021 2020
Active within the Netherlands
167 103
Active outside the Netherlands
4 3
Total
171 106
79
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80
7.1 REMUNERATION KEY MANAGEMENT
The Group’s key management consists of the CEO, CFO, COO, CTO, CPO and HR Director per 31 December
2021. Total remuneration for the Group’s key management amounted to €6,183 for 2021 (2020: €1,055). Key
management are those persons having authority and responsibility for planning, directing and controlling the
activities of the entity (directly or indirectly) including any directors.
The table below provides the remuneration of the Management Board for the years ended 31 December 2021
and 2020.
2021 2020
Base
salary
Pension
costs
Other
compen-
sation
Other
2
Total Base
salary
Pension
costs
Other
compen-
sation
Other
2
Total
Peter
Bijvelds
(CEO) 268 12 - 7 287 240 - - 42 282
Paul van
Beers
(CFO) 295 9 5,000 11 5,315 312 - - 4 316
Bob
Fleuren
(COO)
1
183 18 - 12 213 - - - - -
Total
746 39 5,000 30 5,815 552 - - 46 598
1
Appointed as COO and member of the Management Board as from 1 April 2021
2
Other expenses include company car expenses, car allowances, commuting allowance (up to October 2021)
BASE SALARY
All three members of the Management Board are included in the payroll administration of the Company as
from 17 October 2021. Accordingly, the service contracts entered into with the CEO and CFO were cancelled as
from that date. The COO was transferred from the payroll administration of Ebusco B.V. to the payroll adminis-
tration of the Company as from 17 October 2021.
PENSIONS
The members of the Management Board have been granted a pension allowance equal to an amount of approxi-
mately 16% of their xed base salary, excluding any allowances and bonus payments. Other benets include
25 days of paid vacation leave per calendar year. Furthermore, the members of the Management Board receive
a car allowance or company car in accordance with the company’s car policy. No other benets are granted.
For the period up to 17 October 2021 the COO joined the standard pension plan and had access to an excedent
pension plan: an extra pension accrual on top of the standard pension plan. The CEO and CFO did not have
access to the pension plans as they were not yet employed by the Group.
OTHER COMPENSATION
The Group agreed a success fee for certain key management personnel. Under this plan, upon the realisation
of a qualifying exit wherein the shareholders sell all of their interest in or otherwise recapitalise the Group
(events which could include a strategic sale), those key management personnel who participate in the ar-
rangement were eligible for awards. These awards consisted of cash payments and the value of the award is
based on the enterprise value of the Group at the time of the exit event.
The success fee arrangements were awarded by way of a board resolution on 19 April 2019 to the CEO and on
25 November 2020 to the CFO.
Due to the fact that a qualifying exit event, as dened above, was still not likely as at 31 December 2020, the
fair value of the liability was assessed to be zero.
In preparation for the IPO in October 2021, both the CEO and CFO signed a waiver agreement on 18 October
2021 in respect of the success fee arrangements. Only the CFO received a settlement fee of €5.0 million, with
the requirement to re-invest the net proceeds of the settlement in shares of the Company.
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81
7.2 SUPERVISORY BOARD REMUNERATION EXPENSES
In euro
Fixed
Other compensation
Total
2021 2020 2021 2020 2021 2020
Derk Haank
1
14,500 - 150 - 14,650
-
Carin Gorter
2
12,500 - 300 - 12,800
-
Jeroen Drost
3
11,750 - 150 - 11,900
-
Ruud Spoor
4
11,750 - - - 11,750
-
Roelf de Boer
5
11,750 - 150 - 11,900
-
Total 62,250 - 750 - 63,000 -
1
Derk Haank has been appointed as Chair of the Supervisory Board and member of the Nomination and Remuneration Committee
2
Carin Gorter has been appointed as Chair of the Audit Committee and member of the Supervisory Board
3
Jeroen Drost as been appointed as Chair of the Remuneration Committee and member of the Supervisory Board
4
Ruud Spoor has been appointed as member of the Audit Committee and member of the Supervisory Board
5
Roelf de Boer has been appointed as Chair of the Nomination Committee and member of the Supervisory Board
It has been agreed that the remuneration of the members of the Supervisory Board would start as from 1
October 2021. Accordingly, the xed compensation relates to the fourth quarter of 2021.
8. OTHER OPERATING EXPENSES
ACCOUNTING POLICY – OTHER OPERATING EXPENSES
Other operating expenses are recorded on a historical basis and allocated to the reporting period when they
occur.
NOTE – OTHER OPERATING EXPENSES
Other operating expenses comprise general, distribution, marketing and other expenses.
Other operating expenses
2021 2020
General expenses 8,176 1,188
Distribution expenses 1,449 303
Marketing expenses 552 551
Facility expenses 450 142
Ofce expenses 136 108
Other expenses 1,591 485
Total other operating expenses
12,354 2,777
General expenses mainly include audit, advisory and insurance fees. In addition, general expenses include
listing costs and other fees related to the IPO of €4.8 million and changes to the provision for doubtful debts.
Marketing expenses are costs which include marketing and promotional costs and costs associated with
making products available for delivery to customers. Facility expenses include costs for utilities, insurance,
and other non-rent related expenses associated with the Group’s facilities. Ofce expenses include telecom
expenses, ofce supplies, and subscriptions. Other expenses consist of various expenses that are incurred as
part of the Group’s daily operations, including IT expenses.
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82
9. FINANCE EXPENSES, NET
ACCOUNTING POLICY – FINANCE (INCOME)/EXPENSE
The costs are determined on a historical basis and allocated to the reporting period when they occur.
NOTE – FINANCE (INCOME)/EXPENSE
Finance costs
2021 2020
Foreign currency exchange rate results, including (gains)/losses on derivatives 470 (751)
Interest and similar expenses on loans and borrowings 3,642 1,970
Interest on lease liabilities 128 70
Total 4,240 1,289
For a specication of interest and similar expenses on loans and borrowings and leases, reference is made to
Note 20: Loans and borrowings respectively Note 21: Leases.
10. INCOME TAX
ACCOUNTING POLICY – INCOME TAX
CURRENT INCOME TAX
Current tax is the expected tax payable/receivable on the taxable income or loss for the year, using applica-
ble tax rates at the end of the reporting period, and any adjustment to tax payable/receivable in respect of
previous years.
DEFERRED INCOME TAX
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and
liabilities for nancial reporting purposes and the amounts used for taxation purposes. Deferred tax assets are
recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that it
is probable that future taxable prots will be available against which they can be used. Future taxable prots are
determined based on the reversal of relevant taxable temporary differences. If the amount of taxable temporary
differences is insufcient to recognise a deferred tax asset in full, then future taxable prots, adjusted for rever
-
sals of existing temporary differences, are considered, based on the business plans for individual subsidiaries
in the Group. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no
longer probable that the related tax benet will be realised; such reductions are reversed when the probability
of future taxable prots improves.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they
reverse, using tax rates enacted or substantively enacted at the reporting date, and reects uncertainty related
to income taxes, if any.
The measurement of deferred tax reects the tax consequences that would follow from the manner in which
the Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
NOTE – INCOME TAX
The major components of income tax expense for the years ended 31 December 2021 and 31 December 2020
are presented below.
Income tax expense
2021 2020
Current tax (expense)/benefit:
Relating to current year 4,837 (5,693)
Adjustment prior year
837 -
5,674 (5,693)
Deferred tax (expense)/benefit:
Relating to changes in tax rates 224 108
Relating to origination and reversal of temporary differences 211 (134)
Relating to tax losses 4,143 3
Relating to limitation interest deduction
146 -
Adjustment prior year and others
(811) -
3,913 (23)
Income tax (expense)/benefit reported in the statement of profit or loss 9,587 (5,716)
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83
Deferred tax (expense)/benet related to items recognised in OCI during the year 2021 2020
Derivatives (371) 143
Deferred tax charged to OCI (371) 143
The operations of the Group are subject to income taxes in the Netherlands and in the other countries where
the Group is conducting a business.
Ebusco Holding N.V. established a Dutch scal unity as from 1 December 2021; all Dutch subsidiaries have
joined the scal unity except for Pondus Operations B.V. as the Group’s shareholding in this entity is only 90%
and Gr8 Technologies B.V.
A reconciliation of the statutory income tax rate of the Netherlands to the effective income tax rate is as
follows:
Effective tax rate
2021 2020
Accounting profit before tax
(36,384) 22,375
Domestic income tax rate
25.0% 25.0%
Theoretical income tax (expense)/benefit
9,096 (5,594)
Tax effect of:
Deviating rates
(3) -
Change in tax rates
224 108
Income tax relief
- 17
Non-deductible expenses, tax exempt income and other permanent differences
721 (133)
Benefit from previously unrecognised and unused tax losses
3 3
Effect of unrecognised and unused tax losses
(467) (55)
Other effects including adjustments prior year
13 (62)
Total income tax (expense)/benefit
9,587 (5,716)
Effective tax rate
26,3% 25.5%
The effect of the change in tax rates relates to changes in the enacted income tax rate in the Netherlands.
As per 31 December 2021, the enacted income tax rate in the Netherlands increased from 25.0% to 25.8%.
Non-deductible expenses, tax exempt income and other permanent differences in 2021 mainly include the
tax effect of tax exempt income from associates (including the remeasurement gain on the Group’s 20%
investment in Pondus), non-deductible employee benet expenses related to the termination of the success
fee agreement of the CFO, non-deductible interest cumulative preference shares and non-deductible adviso-
ry fees related to the acquisition of Pondus and other expenses.
The effect of unrecognised and unused tax losses in 2021 mainly relates to scal tax losses incurred by
Pondus.
Prior year adjustments mainly include differences between initial and nal tax assessments and the impact
of timing differences materialising in a different year as assumed.
The balances and movements for current tax and deferred tax for the years ended 31 December 2021 and 31
December 2020 are presented below:
Current income tax liabilities
As at 31 December
2021
As at 31 December
2020
Income tax payable
9 6,145
The (net) deferred tax asset position of the Group as per 31 December 2021 mainly relates to tax losses car-
ried forward, limitation of interest deduction, right-of-use asset and lease liability positions resulting from
the application of IFRS 16, the depreciation pattern of property, plant and equipment and derivative positions
resulting from the application of hedge accounting. The (net) deferred tax positions as per 31 December 2020
related to amongst others the amortisation pattern of intangibles and revenue recognition from the applica-
tion of IFRS 15 reversed in 2021 (adjustment prior year deferred versus current tax) following the Company’s
decision to prepare the income tax return of the Dutch entities for the year 2020 and 2021 in accordance with
IFRS (instead of Dutch GAAP).
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84
Deferred tax assets
As at 31 December
202
1
As at 31 December
2020
Intangible assets
- 745
Property, plant and equipment
147 95
Right-of-use assets
(2,058) (346)
Derivatives
(89) (82)
Contract assets
- 62
Lease liabilities
2,164 432
Tax losses carried forward
6,824 -
Limitation of interest deduction
151 -
Other
- 3
Total net deferred tax asset
7,139 909
Changes in deferred tax assets and (liabilities), net
2021 2020
Carrying amount as at 1 January
909 747
Changes:
Recognised in income statement
3,913 (22)
Recognised in other comprehensive income
(371) 143
Recognised against share premium
2,474 -
Other
214 41
Balance as at 31 December
7,139 909
The changes in deferred tax positions reected in other comprehensive income are linked to the derivative
balances resulting from the application of hedge accounting, whilst the one recognised in the income sta-
tement mainly refer to the recognition of tax losses carried forward and (the reversal of (net) deferred tax
positions related to) the amortisation pattern of intangible assets and revenue recognition from the adoption
of IFRS 15 (see above). The change in the deferred tax position recognised against share premium relates to
share issuance expenses directly charged against equity (reference is made to Note 19: Equity).
Tax losses carried forward available as at 31 December 2021 amount to €30.0 million (31 December 2020:
€0.2 million) of which €26.3 million has been recognised resulting in a deferred tax asset of €6.8 million.
The remaining balance of €3.7 million mainly relates to unrecognised tax carried forward losses of Pondus.
11. EARNINGS PER SHARE
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. The calculation for
the earnings per share is as follows:
• Basic EPS is calculated by dividing the result for the year attributable to ordinary equity holders of the pa-
rent by the weighted average number of ordinary shares outstanding during the year.
• Diluted EPS is calculated by dividing the result attributable to ordinary equity holders of the parent by the
weighted average number of ordinary shares outstanding during the year plus the weighted average num-
ber of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into
ordinary shares.
NOTE - EARNINGS PER SHARE
The Group’s equity structure as per 31 December 2021 consists of 59,039,380 ordinary shares with a nominal
value of €0.01.
Earnings per share can be specied as follows:
Share information
2021 2020
Net profit attributable to ordinary shareholders (in euro thousands) (26,388) 16,659
Weighted average number of ordinary shares for the period 47,502,302 44,999,000
Dilutive number of shares - 48,000
Total number of dilutive ordinary shares 47,502,302 45,047,000
Basic earnings per share (in euro’s) (0.56) 0.37
Dilutive earnings per share (in euro’s) (0.56) 0.37
DILUTIVE NUMBER OF SHARES
In order to meet its cash demands in 2016, the Group received an amount of €600. In the contractual agree-
ment it is stipulated that the counterparty has the option to convert the deposit of €600 into 2% of equity
stake, as ordinary shares. Consequently, the aforementioned instrument has been considered in the calcula-
tions of diluted earnings per share as per 31 December 2020. As no interest expense has been associated with
ANNUAL REPORT EBUSCO 2021
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85
this arrangement, the dilutive effect has been determined only for the weighted average number of ordinary
shares. As the convertible loan was repaid in April 2021, the dilutive number of shares was zero as per 31
December 2021.
12. PROPERTY, PLANT AND EQUIPMENT
ACCOUNTING POLICY – PROPERTY, PLANT AND EQUIPMENT
All items of property, plant and equipment (“PPE”) are stated at historical cost less accumulated depreciation
and any accumulated impairment losses.
Items of PPE are depreciated over their useful life on a straight-line basis. Any change in the useful life and
depreciation period shall be accounted for as a change in accounting estimates. PPE is tested for impairment
whenever events or changes in circumstances occur indicating that the carrying amount may not be reco-
verable.
PPE includes equipment and ofce inventory, transportation and assets under construction. The estimated
useful life of the aforementioned PPE is between 3 and 5 years. Transportation assets, which include buses
used for demonstration and engineering purposes, as well as buses which the Group has leased out on an
operational basis, have an estimated useful life of between 3 to 10 years. Assets under construction refer to
assets which are not available for use yet and therefore not depreciated.
The Group has performed an impairment assessment with regard to its property, plant and equipment assets;
no indications of impairment have been identied and no impairment has been recorded.
For right-of-use assets reference is made to Note 21: Leases.
NOTE – PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment
Equipment and
ofce inventory
Transportation Assets under
construction
Total
Balance as of 1 January 2021
Cost 1,448 3,688 560 5,696
Accumulated depreciation (434) (2,172) - (2,606)
Net book value 1,014 1,516 560 3,090
Change in net book value:
Acquisitions through business combinations 1,519 45 - 1,564
Additions 3,377 7 780 4,164
Transfer to contract assets - (154) - (154)
Transfer from assets under construction - 820 (820) -
Depreciation (803) (883) - (1,686)
Total changes 4,093 (165) (40) 3,888
Balance as of 31 December 2021
Cost 6,578 3,968 520 11,066
Accumulated depreciation (1,471) (2,617) - (4,088)
Net book value 5,107 1,351 520 6,978
Balance as of 1 January 2020
Cost 624 3,703 - 4,327
Accumulated depreciation (293) (1,283) - (1,576)
Net book value 331 2,420 - 2,751
Change in net book value:
Additions 826 - 560 1,386
Disposals (1) (15) - (16)
Depreciation (142) (889) - (1,031)
Total changes
683 (904) 560 339
Balance as of 31 December 2020
Cost 1,448 3,688 560 5,696
Accumulated depreciation (434) (2,172) - (2,606)
Net book value 1,014 1,516 560 3,090
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86
Following initial recognition of the development expenditure as an asset, the asset is carried at cost less
any accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when
development is complete and the asset is available for use. It is amortised over the period of expected future
benet being 5 years. During the period of development, the asset is tested for impairment annually. Impair-
ment assessments have been performed and no indications of impairment have been identied.
Research costs are expensed as incurred.
AMORTISATION AND IMPAIRMENT TESTING
Goodwill is subject to annual impairment testing, irrespective of whether indications of impairment exist,
Goodwill allocated to a cash-generating unit is impaired when its carrying amount of the cash-generating
unit exceeds the recoverable amount. The recoverable amount is, in turn, dened as the higher of the fair
value less cost of disposal and the value in use; where the value in use is the present value of the future cash
ows.
Intangible assets with nite lives are amortised over the useful economic life and assessed for impairment
whenever there is an indication that the intangible asset may be impaired. The amortisation period and the
amortisation method for an intangible asset with a nite useful life are reviewed at least at the end of each
reporting period. Changes in the expected useful life or the expected pattern of consumption of future eco-
nomic benets embodied in the asset are considered to modify the amortisation period or method, as appro-
priate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets
with nite lives is recognised in the statement of prot or loss.
SIGNIFICANT ESTIMATE – ESTIMATION USEFUL LIFE OF INTANGIBLE ASSETS
The Group has made a signicant estimate of the useful life of Development assets and Software. Uncertain-
ty about this estimate could result in signicant changes in the reported amount of amortisation expenses
and, subsequently, the result for the year. The estimated useful life of intangible assets is between 3 - 5 years.
13. INTANGIBLE ASSETS
ACCOUNTING POLICY – INTANGIBLE ASSETS
The intangible assets for the Group consist of goodwill, development assets, software and assets under con-
struction.
GOODWILL
Goodwill represents amounts arising on acquisition of subsidiaries. All business combinations are accounted
for by applying the acquisition method as at the acquisition date.
Goodwill is measured as the difference between:
•
the aggregate of the (a) the value of the consideration transferred (generally at fair value), (b) the amount
of any non-controlling interest (at fair value) and (c) in a business combination achieved in stages, the
acquisition-date fair value of the acquirer’s previously held equity interest in the acquiree, and
• the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating
units and is not amortised but tested annually for impairment.
DEVELOPMENT ASSETS
Development assets are internally generated intangible assets. The costs capitalised consist of salaries, ma-
terials and services directly attributable to the development activities.
Development expenditures on an individual project are recognised as an intangible asset when the Group can
demonstrate:
• The technical feasibility of completing the intangible asset so that the asset will be available for use or sale
• Its intention to complete and its ability and intention to use or sell the asset
• How the asset will generate future economic benets
• The availability of resources to complete the asset
• The ability to measure reliably the expenditure during development
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87
NOTE – INTANGIBLE ASSETS
Intangible assets
Goodwill Develop-
ment assets
Software Assets under
construction
Total
Balance as of 1 January 2021
Cost - 10,417 1,191 - 11,608
Accumulated amortisation - (7,059) (106) - (7,165)
Net book value - 3,358 1,085 - 4,443
Change in net book value:
Acquisitions through business combinations 39,258 4,246 - - 43,504
Additions - 120 482 194 796
Amortisation - (2,013) (531) - (2,544)
Total changes 39,258 2,353 (49) 194 41,756
Balance as of 31 December 2021
Cost 39,258 14,783 1,673 194 55,908
Accumulated amortisation - (9,072) (637) - (9,709)
Net book value 39,258 5,711 1,036 194 46,199
Balance as of 1 January 2020
Cost - 8,955 162 40 9,157
Accumulated amortisation - (5,264) (45) - (5,309)
Net book value
- 3,691
117 40
3,848
Change in net book value:
Additions - 1,462 989 - 2,451
Transfer from assets under construction - - 40 (40) -
Amortisation - (1,795) (61) - (1,856)
Total changes - (333) 968 (40) 595
Balance as of 31 December 2020
Cost - 10,417 1,191 - 11,608
Accumulated amortisation - (7,059) (106) - (7,165)
Net book value - 3,358 1,085 - 4,443
Following the acquisition of 60% of the voting shares in Pondus, goodwill has been recognised in the nan-
cial statements of Ebusco Holding N.V.
As the Group will perform the annual goodwill impairment test with a reference date as per 31 October, and Ebus-
co became a listed company on the Euronext after a successful IPO towards the end of October, the Company
decided to assess the recoverable amount of the cash-generating unit, being the Ebusco business is total, on a
fair value less cost of disposal basis for 2021 annual goodwill impairment testing purposes. Accordingly, the fair
value less cost of disposal has been determined using an observable market price being the IPO offer share price
of €23.00 per share implying a market capitalisation post listing for Ebusco of approximately €1.3 billion. As the
recoverable amount on a fair value less cost of disposal basis is signicantly higher than the carrying amount, no
impairment has been identied for 2021.
Development assets refer to the design, construction and testing of a chosen alternative for the new low oor
bus which is 100% electrically powered. The additions to cost of development reect costs incurred by the Group,
except the addition incurred in 2020, which has been sourced from its associate, Pondus Operations B.V.
Software mainly refers to the Group’s after sales and inventory management system, acquired from and develo
-
ped by third party suppliers.
The Group has no aggregate amount of R&D expenditures recognised as an expense during the reporting period.
The intangible assets which are not yet in use were tested for impairment, no impairment was identied. The
Group has performed an impairment assessment with regards to its remaining intangible assets and has not
identied impairment indicators.
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88
14. NON-CURRENT FINANCIAL ASSETS
ACCOUNTING POLICY – NON-CURRENT FINANCIAL ASSETS
Financial assets are initially recognised at fair value and subsequently measured at amortised cost less impair-
ments based on the general expected credit loss approach. The Group’s nancial assets consist of long-term
deposits.
NOTE – NON-CURRENT FINANCIAL ASSETS
Non-current nancial assets
As at 31 December
2021
As at 31 December
2020
Long-term deposits 205 305
Total 205 305
The Group’s non-current nancial assets consist of long-term deposits. Instead of providing a bank guarantee
as security for a 3-year factory warranty, the Group agreed with one customer to keep 5% of the sales invoices
as a deposit instead of a bank guarantee. This deposit has a duration of 3 years.
Considering the relatively low value of the deposit, the Group estimates the carrying amount is not materially
different from its fair value.
15. INVENTORIES
ACCOUNTING POLICY – INVENTORIES
Inventories are the assets sold in the ordinary course of business. Inventories are measured at the lower of cost
and net realisable value.
The Group adjusts the valuation of inventory with a provision for inventory that is obsolete or defective. Early
2021, the Group implemented a new operational system, which gave better insights in slow moving trade goods
and spare parts. With this new system the Group is able to determine a more accurate allowance for obsoles
-
cence. The impact compared to the old approach is immaterial.
NOTE – INVENTORIES
Inventories relate to (raw) materials for production, trade goods ready for sale and spare parts to service ze-
ro-emission electric buses sold by the Group.
Inventories
As at 31 December
2021
As at 31 December
2020
Trade goods for sale and spare parts 22,853 3,873
Inventories, gross 22,853 3,873
Allowance for obsolescence (523) (233)
Inventories, net 22,330 3,640
The amount of write down of inventories recognised as an expense during 2021 was €290 (2020: €233).
16. TRADE RECEIVABLES
ACCOUNTING POLICY – TRADE RECEIVABLES
Trade receivables are classied at amortised cost, initially recognised at transaction price and subsequently
measured at amortised cost less impairments based on the simplied expected credit loss (ECL) approach for
trade receivables that do not contain a signicant nancing component.
Customer credit risk is managed by each business unit subject to the Group’s established policy, procedures and
control relating to customer credit risk management. Credit quality of a customer is assessed based on individual
credit limits which are dened in accordance with this assessment. Outstanding customer receivables and con
-
tract assets are regularly reviewed. At 31 December 2021, the Group had 6 customers (2020: 3) that owed more
than €500,000 each and which accounted for approximately 94% (2020: 80%) of all the receivables outstanding.
There were three customers (2020: 0 customers) with balances greater than €1 million accounting for just over
78% (2020: 0%) of the total amounts of trade receivable.
The Group applies the simplied expected credit loss approach using a provision matrix based on historic
inputs to determine the expected losses. This approach takes into account forward looking information that
might have an impact on the way the trade receivables will be settled in the future. The calculation reects the
ANNUAL REPORT EBUSCO 2021
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89
probability-weighted outcome, the time value of money and reasonable and supportable information that is
available at the reporting date about past events, current conditions and forecasts of future economic condi-
tions. Generally, trade receivables are written-off if past due for more than one year and which are not subject
to enforcement activity. The maximum exposure to credit risk at the reporting date is the carrying value of
each class of nancial assets. The Group evaluates the concentration of risk with respect to trade receivables
and contract assets as low, given its customers prole.
NOTE – TRADE RECEIVABLES
Trade receivables
A
s at 31 December
2021
As at 31 December
2020
Trade receivables 17,112 2,501
Doubtful debtor provision (514) (638)
Net trade debtors
16,598 1,863
In 2020, a provision has been recognised of €600 for a claim made by one of the Group’s customers. This
claim has been settled in 2021 for an amount of €650, of which €600 was charged against the doubtful debtor
provision and €50 against the statement of prot or loss. In 2021, €389 has been added to the doubtful debtor
provision for certain specic trade receivables with an impairment indication.
Trade receivables are non-interest bearing and are generally on terms of 30 to 90 days.
Due to the short duration of the receivables (average less than 3 months) the fair value approximates the car-
rying value. Set out below is the information about the credit risk exposure on the Group’s trade receivables and
contract assets using the provision matrix:
31 December 2021
Contract
assets
Trade receivables - Days past due
<30 days 30-60
days
60-90
days
>91 days Total
Expected credit loss rate 0% 0,5% 0,5% 6% 6%
Estimated total gross carrying amount at default 13.450 4.672 4.300 830 7.310
17.112
Expected credit loss - 25 17 52 420
514
31 December 2020
Trade receivables - Days past due
Contract
assets
<30 days 30-60
days
60-90
days
>91 days Total
Expected credit loss rate 0% 0% 0% 0% 50%
Estimated total gross carrying amount at default 59.989 783 383 60 1.275
2.501
Expected credit loss - - - - 638
638
17. OTHER CURRENT ASSETS
ACCOUNTING POLICY – OTHER CURRENT ASSETS
Other receivables and accrued assets are initially recognised at fair value and subsequently measured at amor-
tised cost less impairments based on the simplied expected credit loss approach.
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90
NOTE – OTHER CURRENT ASSETS
Other current assets
As at 31 December
202
1
As at 31 December
2020
Taxes and social securities
2,898 5
Derivatives
343 331
Other accrued assets
582 1,066
Total other current assets
3,823 1,402
Due to the short duration of the non-derivative current nancial assets the fair value approximates the carrying
value.
18. CASH AND CASH EQUIVALENTS
ACCOUNTING POLICY – CASH AND CASH EQUIVALENTS
The Group considers cash and cash equivalents the cash at bank and in hand, bank balances and deposits
with terms of less than three months.
Cash is classied at amortised cost, initially recognised at fair value and subsequently measured at amorti-
sed cost less impairments based on the general ECL approach.
NOTE – CASH AND CASH EQUIVALENTS
Cash and cash equivalents
A
s at 31 December
2021
As at 31 December
2020
Cash at hand
1 1
Cash at bank
207,922 26,861
Total cash and cash equivalents
207,923 26,862
The majority of commercial banks where cash and cash equivalents are held have a credit rating in the A ca-
tegories of Moody’s/S&P. No defaults occurred during the year and management does not expect any losses
from non-performance by these counterparties. The risk of default of the counterparty is assessed to be low
taking into account the credit rating. The resulting expected credit loss is estimated to be insignicant.
As per 31 December 2021, an amount of €30.0 million has been blocked and provided as pledge to ING
Bank N.V. by Ebusco B.V. as security for the payment or repayment of everything that Ebusco B.V. and
Ebusco Manufacturing B.V. may owe to ING Bank N.V. In addition, an amount of €1.8 million has been
blocked and provided as pledge to Coöperatieve Rabobank U.A. as coverage for outstanding letter of
credit amounts. As per 31 December 2020, an amount of €10.2 million of the bank accounts had been
blocked as coverage of outstanding letter of credit amounts.
In addition, an amount of €668 of the bank accounts has been blocked as per 31 December 2021 (31
December 2020: €462) as coverage for outstanding bank guarantees. The outstanding bank guarantees
include a bank guarantee for the rental agreement of the premises in Deurne as at 31 December 2021 of
€132 (31 December 2020: €132).
19. EQUITY
19.1 EQUITY ATTRIBUTABLE TO SHAREHOLDERS OF THE GROUP
ACCOUNTING POLICY – EQUITY
Ordinary shares are classied as equity. Incremental costs directly attributable to the issuance of the ordinary
shares are netted, net of tax, from the proceeds.
A single depository receipt can be exchanged for one ordinary share of the Group. Depository receipts are
classied as equity instruments under IFRS.
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91
The Group evaluates its equity instruments, including its preferred shares. Certain instruments contain as-
pects which would require their classication as either liabilities or compound instruments which would con-
tain both equity and liability components, including whether or not the Group has a contractual obligation to
deliver cash or nancial asset to another party. Equity classication is only appropriate if the Group has an
unconditional right to avoid delivering cash or other nancial instruments.
NOTE – CAPITAL MANAGEMENT
For the purpose of the Group’s capital management, capital includes issued capital, share premium and all
other equity reserves attributable to the equity holders of the parent. The primary objective of the Group’s
capital management is to safeguard the ability to continue as going concern and to provide return for share-
holders and benets to other stakeholders.
The Group manages its capital structure and makes adjustments in light of changes in economic conditions and
the requirements of the nancial covenants, if applicable. To maintain or adjust the capital structure, the Group
may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.
The IPO in October had a signicant positive impact on the nancial position of the Group. With the IPO
proceeds, the Group has been able to repay almost all loans and borrowings outstanding before year-end
2021 and will be able to fund the development of its business and medium-term international expansion
and growth strategy. Being a listed Company, Ebusco will also have access to the equity market for future
nancing needs.
NOTE – EQUITY AND CAPITAL MANAGEMENT
ISSUED AND PAID IN ORDINARY SHARE CAPITAL
The issued and paid in ordinary share capital amounts to €590 as at 31 December 2021 (31 December 2020:
€24) and is subdivided into: 59,039,380 ordinary shares with a nominal value of €0,01 (31 December 2020:
18,000 ordinary shares A and 5,999 ordinary shares B both with a nominal value of €1).
In 2021 the following changes in the issued and paid in ordinary share capital were made:
– Issuance of ordinary shares (May 2021)
On 28 May 2021, the Group issued at par value 15,750 ordinary shares A and 5,250 ordinary shares B to its
existing shareholders. The shares have been distributed as follows:
• 9,450 ordinary shares A to Peter Bijvelds Holding Erp B.V. having a nominal value of €1 and an issue price of €1;
• 6,300 ordinary shares A to Van Der Valk Investments B.V. having a nominal value of €1 and an issue price of €1;
• 5,250 ordinary shares B to ING Corporate Investments Participaties B.V. having a nominal value of €1 and an
issue price of €1.
Considering that the par value of the shares is equal to the issue price, no share premium has been recorded.
The shares are issued at par and satised at the expense of the general share premium reserve. Accordingly,
no cash payments were made.
Subsequent to the share issuance, the shareholders have retained the same equity stake in the Group to be
specied as follows: Peter Bijvelds Holding Erp B.V. (45%), Van Der Valk Investments B.V. (30%) and ING Corpo-
rate Investments Participaties B.V. (25%).
– Capital restructuring (October 2021)
In preparation for the IPO, the 33,750 ordinary shares A with a nominal value of €1 and 11,249 ordinary sha-
res B with a nominal value €1 have been converted into 44,999,000 ordinary shares with a nominal value of
€0,01. The conversion resulted in an increase of the issued and paid in ordinary share capital of €405 satis-
ed at the expense of the general share premium reserve.
– Issuance of ordinary shares – IPO and Over-Allotment option (October/November 2021)
Following the listing on Euronext Amsterdam in October 2021, the Group issued 14,040,380 ordinary shares
with a nominal value of €0,01 and gross proceeds of €323 million. As a result, issued and paid in ordinary
share capital increased by €140 and share premium by €312,265 (net of share issuance costs in the amount
of €7,422 net of tax (tax rate: 25%)).
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92
CUMULATIVE PREFERENCE SHARES
As at 31 December 2020, 3 cumulative preference shares with a nominal value of €1 were outstanding. The
cumulative preference shares issued in 2020 provided for an exit/liquidation waterfall mechanism, that would
ensure the recovery of the original investment amount of €10.0 million for the cumulative preference share
holders. Moreover, the holders of preferred shares were entitled to an 8% share of the investment amount, to be
paid on an annual basis, based on prots available for distribution.
The preference shares issued to each of the 3 shareholders represented a contractual obligation to deliver
cash to another entity and therefore have been classied as a liability.
The preferences shares including accrued interest have been redeemed in October 2021 from the IPO pro-
ceeds for the total amount of €11,065.
Reference is made to Note 20: Loans and borrowings.
CONVERTIBLE LOAN
As per 31 December 2020, the Group’s equity position included an amount of €600 granted by an external
investor in 2016. The terms of the loan did not specify any contractual repayments, repayment date or inte-
rest to be paid and provided the option of conversion into 2% of Ebusco B.V.’s share capital. Accordingly, the
convertible loan qualied as equity instrument.
On 11 April 2021, the Group entered into an agreement with the external investor for the settlement of the out-
standing arrangement respectively repayment of the convertible loan. To settle the arrangement the Group paid
€800 in cash.
RESERVES
The Group has recorded cash ow and cost of hedging reserves as a result of application of hedge accounting,
linked to its foreign currency risk management policy as at 31 December 2021 of €6 (31 December 2020: €(454)).
In addition, the Group has recorded a reserve as required by Dutch law in respect of:
• capitalised development assets excluding development assets acquired through business combinations
(classied as Other reserve) as at 31 December 2021 of €1,757 (31 December 2020: €3,358) as required by
Dutch law.
• the remeasurement gain of €7,450 in 2021 as a result of remeasuring the carrying amount of its 20% invest
-
ment in Pondus associates’ at fair value.
Reference is made to Note 5: Acquisitions and the Consolidated statement of changes in equity.
ACQUISITION NON-CONTROLLING INTEREST IN PONDUS
The net cash outow amounted to €19,996 (being €20,000 less cash acquired). Following the acquisition, the
difference between the fair value of the consideration paid and the carrying value of the non-controlling interest
being €12,806 has been charged against the Company’s share premium.
Reference is made to Note 5: Acquisitions and the Consolidated statement of changes in equity.
19.2 NON-CONTROLLING INTERESTS
Non-controlling interests included the remaining 20% of the shares in Pondus held by Gr8 Technologies B.V.
after the acquisition of 60% of Pondus in April 2021. The fair value of the non-controlling interest was asses-
sed at €7,450.
On 18 October 2021, the Group acquired the remaining 20% of Pondus through the acquisition of 100% of the
shares of Gr8 Technologies B.V. Following the acquisition, the carrying value of the non-controlling interest
of €7,190 (including loss for the period of €260) has been reclassied to the equity of Ebusco Holding N.V.
The non-controlling interest as at 31 December 2021 of €63 (asset) includes the carrying value of 10% of
Pondus Operations B.V. held by minority shareholders.
Reference is made to Note 5: Acquisitions and the Consolidated statement of changes in equity.
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93
20. LOANS AND BORROWINGS (LONG-TERM AND SHORT-TERM)
ACCOUNTING POLICY – FINANCIAL LIABILITIES (NON-DERIVATIVES)
Financial liabilities (non-derivatives) are initially measured at fair value less transaction costs and subse-
quently measured at amortised cost.
NOTE – FINANCIAL LIABILITIES (NON-DERIVATIVES)
Loans and borrowings consist of the following:
Loans and borrowings
As at 31 December 2021 As at 31 December 2020
Non-current Current Total Non-current Current Total
Debt to credit institutions - 215 215 - 41,788 41,788
RVO loan - - - 2,436 3,000 5,436
Cumulative preference shares - - - 10,000 400 10,400
Debts to other related parties 463 - 463 441 - 441
Total
463
215 678
12,877 45,188 58,065
DEBT TO CREDIT INSTITUTIONS
The Group had a €80.0 million credit facility agreement as at 31 December 2020, divided in two parts:
1. A multicurrency revolving facility in an aggregate amount equal to €70.0 million to Ebusco B.V., to be
utilised by way of letters of credit (“Facility A”), with an (uncommitted) accordion option subject to a condi-
tion that the increase of the total commitments as a result of the exercise of the accordion options may not
exceed €30.0 million in aggregate; and
2. A revolving credit facility in an aggregate amount equal to €10.0 million to Ebusco B.V. and Ebusco Manu-
facturing B.V. (“Facility B” and, together with Facility A, the “Facilities”), to be utilised by way of ancillary
facilities (each an “Ancillary Facility”), with all amounts borrowed thereunder to be applied for (a) issuing
performance guarantees or performance bonds, with a maximum tenor of 36 months, or (b) towards the
general working capital purposes of the borrowers, with an (uncommitted) accordion option subject to a
condition that the increase of the total commitments as a result of the exercise of the accordion options
may not exceed €30.0 million in aggregate. The borrowers have entered into (i) a €1.0 million Ancillary
Facility with ING, (ii) a €1.0 million Ancillary Facility with ABN AMRO Bank N.V. and (iii) a €1.0 million Ancil-
lary Facility with Coöperatieve Rabobank U.A.
The facility was established on 21 September 2020 for €80.0 million, replacing previous arrangements for
€60.0 million in 2019.
With the cash generated from the IPO in October 2021, the credit facility agreement has been cancelled with
approval of all banks in December 2021.
The outstanding balance as at 31 December 2021 of €215 includes a letter of credit entered into with Rabobank.
MEZZANINE FACILITY (ING CREDIT AGREEMENT)
On 15 April 2021, the Group and ING Corporate Investments Mezzanine Fonds B.V. (as lender) entered into a
€32.5 million credit agreement.
The loan under the ING Credit Agreement had to be utilised only for the following:
• The acquisition of 60% of Pondus by the Company;
• Repayment of the existing nancial indebtedness of Pondus;
• Financing of the costs involved in the run-up to a potential listing or private placement of shares of the
Company;
• Financing of initial investments for the realisation of the Group’s roll-out plan; and
• Working capital nancing required by the Group and not covered by the Facilities Agreement.
The interest rate for the ING Credit Agreement is equal to (i) 3.50% per annum until 15 July 2021, (ii) 4.00%
per annum from 15 July 2021 to 15 October 2021 and (iii) 4.50% per annum from 15 October 2021 until the
maturity date (15 March 2022).
The Company decided to repay this loan including accrued interest from the IPO proceeds in October 2021.
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94
RVO LOAN
The RVO (Rijksdienst voor Ondernemend Nederland) loan relates to a loan received from the Dutch govern-
ment for the development of new products (Ebusco 2.0, Ebusco 2.1 and related bus types) and bears an inte-
rest rate of 7%. Interest is added to the principal amount; the total interest amount is payable at the extended
maturity date of 1 June 2022. The Company decided however, to early repay the loan from the IPO proceeds.
The following guarantees were provided in relation to the loan from RVO:
•
Right of pledge on all intangible and tangible xed assets which were nanced by the loan from RVO.
•
Guarantee to RVO from Peter Bijvelds Holding Erp B.V. in fullling the obligations related to the loan.
These guarantees were cancelled after repayment of the RVO loan.
DEBT TO SHAREHOLDERS
The loan from shareholders as per 1 January 2020 consists of three subordinated loans: one from Bijvelds Car
Trading B.V. amounting to €900, one from Van der Valk Investments B.V. amounting to €600 and one from ING
Corporate Investment Participaties B.V. amounting to €500.
The subordinated loans bear a 7% (annual) interest. Repayment was contractually set for 31 December 2019.
However, shareholders mutually agreed to extend the subordinated loans, which were fully repaid to the
shareholders in December 2020.
In addition, the Group obtained a shareholder loan through the acquisition of 60% of the voting shares in
Pondus Holding B.V. in April 2021. VDVI B.V. (formerly Van Der Valk Investments B.V.) granted a subordinated
loan of €1,500 to Pondus to ensure repayment of RVO proceeds which were granted to Pondus. The loan bears
an interest rate of 12% per year; interest is added to the loan. With the repayment of the RVO proceeds in April
2021 by the Group after the acquisition, the subordinated loan was not required anymore. The Group agreed
with VDVI B.V. to repay the net outstanding balance of €534 as per 31 December 2021 early 2022. Reference
is made to Note 24: Related party transactions.
CUMULATIVE PREFERENCE SHARES
Reference is made to Note 19: Equity.
DEBTS TO OTHER RELATED PARTIES
Debts to other related parties include a payable to BaBoDiDa Ltd. The long-term loan from BaBoDiDa Ltd.
bears an interest rate of 5% per year. The interest is added to the loan. No security nor repayment terms have
been provided with regards to the loan.
CONTINGENT CONSIDERATION
The contingent consideration relates to the acquisition of 60% of the voting shares of Pondus Holding B.V. (re-
ference is made to Note 5: Acquisitions). At the acquisition date, the fair value of the contingent consideration
was estimated to be €5,750. The contingent consideration of €5,750 has been paid in October 2021 from the
IPO proceeds.
The Group used a discounted cash ow method, with reference to the borrowing rate of the issuer as at end
of the reporting period in order to determine the fair value of the borrowings. However, the Group reached the
conclusion that the difference between the carrying amount of the loan and their fair value was not material
and therefore no fair value adjustment was recorded.
The following table sets out the reconciliation from the net cash ows from nancing activities with the
nancing positions of loans and borrowings as at 31 December 2021 and 2020.
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Debt to
credit
institu-
tions
Mezza-
nine
facility
RVO
Loan
Debt to
share-
holders
Cumula-
tive pref-
erence
shares
Debts
to other
related
parties
Leases Total
Balance as at 1
January 2021
41,788
- 5,436 - 10,400 441 1,782 59,847
Changes from nancing
cash ows
Proceeds from loans &
borrowings
9,000 32,500 - - - - - 41,500
Repayment of loans &
borrowings
(50,923) (33,168) (11,426) - (10,000) - -
(105,517)
Payment of lease liabilities
- - - - - - (1,244) (1,244)
Interest paid
(1,262) - - - (1,065) - - (2,327)
Total changes from
nancing cash ows
(43,185)
(668) (11,426) - (11,065) - (1,244)
(67,588)
Other changes
Acquisition through business
combination
- - 5,696 2,213 - - - 7,909
New leases / remeasurements
- - - - - - 7,716 7,716
Interest and similar expense
1,612 668 294 (85) 665 22 128 3,304
Transfer to payables to related
parties
- - - (2,128) - - - (2,128)
Total liability-related
other changes
1,612 668 5,990 - 665 22 7,844 16,801
Balance as at 31
December 2021
215 - - - - 463 8,382 9,060
Debt to
credit
institu-
tions
Mezza-
nine
facility
RVO
Loan
Debt to
share-
holders
Cumula-
tive pref-
erence
shares
Debts
to other
related
parties
Leases Total
Balance as at 1
January 2020
8,213 - 5,647 2,000 - 420 1,650 17,930
Changes from
nancing cash ows
Proceeds from loans &
borrowings
33,525 - - - 10,000 - - 43,525
Repayment of loans &
borrowings
- - (600) (2,000) - - - (2,600)
Payment of lease liabilities
- - - - - - (457) (457)
Interest paid
(855) - - (140) - - - (995)
Total changes from
nancing cash ows
32,670 - (600) (2,140) 10,000 - (457) 39,473
Other changes
New leases / remeasurements
- - - - - - 519 519
Interest expense
905 - 389 140 400 21 70 1,925
Total liability-related
other changes
905 - 389 140 400 21 589 2,444
Balance as at 31
December 2020
41,788 - 5,436 - 10,400 441 1,782 59,847
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96
21. LEASES
ACCOUNTING POLICY - LEASES (THE GROUP AS A LESSEE)
The Group assesses whether a contract is or contains a lease at the inception of the contract to determine
whether an asset is identiable, and the lessee has control to direct its use, and receives all economic bene-
ts related to the asset.
The Group recognises a right-of-use asset (ROU asset) and a corresponding lease liability with respect to all
lease arrangements in which it is a lessee. The lease liability is initially measured by calculating the present
value of all future lease payments, discounted by the incremental borrowing rate. All future lease payments
are xed in nature with exception of yearly indexations. The interest on the lease liability for each period from
the discount rate is recognised in the prot or loss statement for the year. At initial recognition, the ROU asset
amounts to the initial lease liability adjusted for any initial direct costs or the expected costs for dismantling.
In case of changes in the lease term or other conditions, the Group will reassess the discount rate and the
remaining lease payments. The Group shall remeasure the carrying amount of the lease liability to reect a
reassessment or lease modication, using a revised discount rate, if any.
ROU assets are depreciated on a straight-line basis over the lease term and tested for impairment whenever
events or changes in circumstances indicates that the carrying amount may not be recoverable. Interest on
lease liability is recognised as an expense in the statement of prot or loss.
NOTE – LEASES AS LESSEE
Lease liability
As at 31 December
2021
As at 31 December
2020
Lease liability (non-current) 7,250 1,238
Lease liability (current) 1,132 544
Total 8,382 1,782
The Group has several lease agreements in which it acts as a lessee. The main lease concerns a contract for
ofce and manufacturing space in Deurne, the Netherlands with a lease term of 5 years ending 30 September
2023. This lease contains an extension period of 5 additional years which the Group did not expect to exercise
priorly, but expects to exercise as at the end of the current reporting period. Furthermore, additional facility
space has been rented in the course of 2021, due to the growth of the business. Both the expectation that the
extension option will be exercised and the additional facility space rented resulted in an increase of both the
ROU asset and lease liabilities of €7,486.
The Group also has lease contracts which consist of cars for company personnel. The lease term for the
aforementioned lease contracts is 5 years. No lease contracts for the personnel cars contain an extension
option. New car lease contracts and remeasurements resulted in an increase of both the ROU asset and lease
liabilities by €233 and €230 respectively.
All lease contracts have xed lease payments and are only adjusted for indexation. None of the lease agree-
ments contain a termination option.
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97
Set out below are the carrying amounts of right-of-use assets recognised and the movements during the
period:
Right-of-use assets Land and buildings Cars Total
Balance as of 1 January 2021
Cost 1,881 575 2,456
Accumulated depreciation (840) (188) (1,028)
Net book value 1,041 387 1,428
Change in net book value:
Additions and remeasurements 7,486 233 7,719
Depreciation (954) (147) (1,101)
Total changes 6,532 86 6,618
Balance as
of 31 December 2021
Cost 9,367 808 10,175
Accumulated depreciation (1,794) (335) (2,129)
Net book value 7,573 473 8,046
Balance as of 1 January 2020
Cost 1,629 308 1,937
Accumulated depreciation (477) (78) (555)
Net book value 1,152 230 1,382
Change in net book value:
Additions and remeasurements 252 267 519
Depreciation (363) (110) (473)
Total changes (111) 157 46
Balance as of 31 December 2020
Cost 1,881 575 2,456
Accumulated depreciation (840) (188) (1,028)
Net book value 1,041 387 1,428
Set out below are the carrying amounts of lease liabilities (included under interest-bearing loans and borrow-
ings) and the movements during the period:
Lease liabilities 2021 2020
As at 1 January
1,782 1,650
Additions and remeasurements
7,716 519
Accretion of interest
128 70
Payments
(1.244) (457)
As at 31 December
8,382 1,782
The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases (less
than 12 months) and low-value assets. Short-term (less than 12 months) and small value lease contracts are
expensed in the statement of prot or loss and other comprehensive income on a straight-line basis over the
lease term. The amount of expense incurred in 2021 is €92 in total (2020: €10).
The future cash outows relating to leases that have not yet commenced are disclosed in Note 25: Commit-
ments and contingencies (if applicable).
For interest expenses on leases where the Group is a lessee, we refer to Note 9: Finance expenses, net.
ACCOUNTING POLICY - LEASES (THE GROUP AS A LESSOR)
OPERATING LEASES
Leases in which the Group does not substantially transfer all the risks and rewards incidental to ownership
of an asset, are classied as operating leases. The Group records assets which are leased on an operational
basis within Property, Plant and Equipment. Initial direct costs incurred in negotiating and arranging an oper-
ating lease are added to the carrying amount of the leased asset and recognised over the lease term on the
same basis as rental income.
For subsequent measurement of operating leases, the Group recognises lease income from the lease within
the statement of prot or loss. Depreciation and possible impairments are consistent with the Group’s policy
for similar assets. We refer to the accounting policy for Property, Plant and Equipment.
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98
FINANCE LEASES
Leases in which the Group transfers substantially all the risks and rewards incidental to ownership of an asset are
classied as nance leases. The Group will recognise at initiation a nance lease receivable at the amount equal
to the net investment in the lease. This equals the present value of the future minimum lease payments and the
residual value, after any accumulated impairment losses. Initial direct costs are included in the initial measure
-
ment of the net investment in the lease and reduce the amount of income recognised over the lease term.
For subsequent measurement of nance leases, the Group recognises nance income equal to the interest
implicit in the lease of the lease receivable, adjusted for any possible impairment. Finance lease income is
calculated using the effective interest method.
Impairment requirements are applied to nance lease receivables in accordance with the simplied approach
as prescribed in IFRS 9. The loss allowance is measured at lifetime expected credit losses.
The Group recognises an allowance for expected credit losses for all nancial assets, including nance lease
receivables based on lifetime ECLs at each reporting date.
NOTE - GROUP AS A LESSOR
The Group has entered into operating leases on some of its electric buses. At year-end 2021, the Group has
2 operating lease contracts. The rental income recognised by the Group during the year is presented in the
table below.
Lease income
2021 2020
Lease income
126 431
Total
126 431
As of 31 December 2021, only one bus is still leased to a customer. When the Group enters into operating lease
agreements with its customers, each contract species that the buses must be returned to the Group in working
condition and any damage to the bus must be repaired prior to the return of the asset to the Group. Any other
risks associated with leasing buses to customers are minimal.
Future minimum rentals receivable under non-cancellable operating leases as at 31 December are as follows:
Minimum rentals receivable
2021 2020
Within one year
15 -
After one year but not more than five years
- -
More than five years
- -
Total
15 -
22. PROVISIONS
ACCOUNTING POLICY - PROVISIONS
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past
event, it is probable that an outow of resources embodying economic benets will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation. The expense relating to a
provision is presented in the statement of prot or loss net of any reimbursement.
PROVISION FOR WARRANTIES
Provisions for warranties are recognised when: (a) the Group has a present legal or constructive obligation as
a result of past events; (b) it is probable that an outow of resources will be required to settle the obligation;
and (c) the amount can be reliably estimated.
Assurance-type warranties are not distinct within customer contracts. Service-type warranties are accounted
for as separate performance obligations in accordance with IFRS 15 and are recorded as contract liabilities
(as appropriate) and recognised as the Group performs its obligation.
Provisions related to assurance-type warranties are measured at the present value of the expenditures
expected to be required to settle the obligation using a pre-tax rate that reects current market assess-
ments of the time value of money and the risks specic to the obligation. The increase in the provision due to
passage of time is recognised as interest expense.
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NOTE – PROVISIONS
Details of the provisions are presented in the table below:
Provisions
A
s at 31 December
202
1
As at 31 December
2020
Provision for disputes
1,130 -
Provision for energy costs
- 141
Total
1,130 141
PROVISION FOR DISPUTES
After complaints of a customer, the Group held the supplier of climate systems liable for the delivery of a
non-conforming climate system. Following a court verdict in April 2021 the Group complaints were conrmed
by the court and the supplier was determined liable for this issue.
Subsequently, the supplier started a temporary injunction opposing to the execution of the verdict. The verdict
in the temporary injunction was that the supplier was not dismissed from the original verdict and was ordered
to comply within two months.
A settlement agreement was reached on 30 July 2021 and subsequently the Group started replacing climate
systems on all buses delivered. The Group recognised a provision of €3,939 in total in 2021, of which €2,809
has been used. As per 31 December 2021 the provision amounts to €1,130 to cover remaining costs to be
incurred in 2022 as replacement has not been completed yet as per 31 December 2021.
Although the Group has a strong legal case which is supported by court it is unclear whether and what amount
the supplier has to pay towards the Group. Due to the uncertainty, no receivable as per 31 December 2021 has
been recognised in the balance sheet.
PROVISION FOR ENERGY COSTS
A provision for energy costs invoiced by the landlord of the Deurne office space but disputed by the
Group has been booked. The dispute relates to service charges invoiced by the landlord. In May 2021, the
Group has reached an agreement with the landlord and settled for an amount of €138. The remaining balance
of the provision for energy costs has been released to the statement of prot or loss.
SIGNIFICANT ACCOUNTING JUDGEMENT: PROVISION FOR WARRANTIES
The Group is unable to reliably estimate warranty expense related to its assurance-type warranties. The
production of zero-emission buses is based on new technology for a relatively small customer base for which
sufcient historical information regarding warranty expenses is not available, whether from the Group’s expe-
rience or based on similar publicly available information from industry peers. The Group does not record a
provision for warranty expense.
23. TRADE PAYABLES AND OTHER CURRENT FINANCIAL LIABILITIES
ACCOUNTING POLICY - FINANCIAL LIABILITIES (NON-DERIVATIVES)
The nancial liabilities (non-derivatives) are initially measured at fair value and subsequently at amortised
cost. The fair value of the current nancial liabilities approximates the book value due to its short-term nature.
NOTE - FINANCIAL LIABILITIES (INCLUDING DERIVATIVES)
The breakdown of the trade creditors and other current liabilities is as follows:
Trade payables and other current liabilities
As at 31 December
2021
As at 31 December
2020
Trade payables 10,883 6,762
Pension funds liabilities 29 3
Taxes and social securities 741 1,133
Other current liabilities 6,207 2,196
Total 17,860 10,094
Trade payables are non-interest bearing and are normally settled on 30-days terms. Due to the short dura-
tion of the payables, the fair value approximates the carrying value. Other current liabilities are non-interest
bearing and have an average term of two months.
Other current liabilities increased by €4,011 to €6,207 as at 31 December 2021 mainly due to accrued IPO
expenses of €3,083.
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24. RELATED PARTY TRANSACTIONS
ACCOUNTING POLICY – RELATED PARTY TRANSACTIONS
A related party is a person or an entity that is related to the reporting entity:
• A person or a close member of that person’s family is related to the Group if that person has control, joint
control, or signicant inuence over the Group or is a member of its key management personnel;
• An entity is related to the Group if, among other circumstances, it is a parent, subsidiary, fellow subsidiary,
associate, or joint venture of the Group, or it is controlled, jointly controlled, or signicantly inuenced or
managed by a person who is a related party.
A related party transaction is a transfer of resources, services or obligations between a reporting entity and a
related party, regardless of whether a price is charged.
The Group discloses the nature of the related party relationship as well as information about the transactions
and outstanding balances necessary for understanding of the potential effect of the relationship on the nan-
cial statements. These disclosures are made separately for each category of related parties.
Key management personnel are those persons having authority and responsibility for planning, directing,
and controlling the activities of the Group, directly or indirectly, including any directors (whether executive or
otherwise) of the Group.
NOTE – RELATED PARTY TRANSACTIONS
The Group identies a related party as a person or entity that is related to the Group. These include both people
and entities that have, or are subject to, the inuence or control of the Group. Note 3 provides information
about the Group’s structure, including details of the subsidiaries and the holding company.
Until the IPO, the Group’s shareholders consist of Peter Bijvelds, Van der Valk Investments, and ING. All 3
shareholders remained shareholders after the IPO. Paul van Beers also became shareholder after the IPO
following execution of the waiver agreement (reference is made to Note 7.1). The Group engages with its sha-
reholders in certain related party transactions disclosed in this and other notes in these nancial statements.
The Group holds receivables and payables from its shareholders who represent related parties.
Balances and transactions between the Company and its subsidiaries, which are related parties of the
Company, have been eliminated on consolidation.
Transactions and balances with related parties can be specied as follows:
Entity / person with signicant
inuence
Year
Purchases from
related parties
Interest owed by/
(to) related parties
Amounts owed by
related parties
Amounts owed to
related parties
Bijvelds Car Trading B.V. 2021 - - 24 -
2020 - - - -
Pondus Operations B.V. 2021 - - - -
2020 - 10 505 -
Babobida Ltd. 2021 - (22) - 463
2020 - (23) - 441
VDVI B.V. 2021 - - - 534
2020 - - - -
Trimados Holding B.V. 2021 22,344 - - -
2020 - - - -
B. van den Nieuwenhuijzen 2021 9.998 - - -
2020 - - - -
B.A. van den Nieuwenhuijzen 2021 9.998 - - -
2020 - - - -
ING Bank N.V. 2021 - 609 - -
2020 - 995 - 45.800
RECEIVABLES AND PAYABLES FROM RELATED PARTIES
As at 31 December 2021, there was an outstanding balance of €24 of receivables from related parties, being
Bijvelds Car Trading B.V. As at 31 December 2020 receivables from related parties amounted to €505 being
a receivable from Pondus Operations B.V. The latter bears 2% interest and fair value approximates carrying
value.
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101
The non-current loans and borrowings include a payable to BaBoDiDa Ltd (related party of shareholder VDVI
B.V.). The long-term loan from BaBoDiDa Ltd. bears an interest rate of 5% per year. No security nor repayment
terms have been provided with regards to the loan.
Payables to related parties as at 31 December 2021 includes an outstanding liability of €534 towards VDVI
B.V. which has been repaid in January 2022. The net payable relates to an agreed settlement of 2 positions
outstanding as per 31 December 2020 including:
• A subordinated loan granted by VDVI B.V. (formerly Van Der Valk Investments B.V.) to the Group in December
2017 of €1.5 million to the Group to ensure repayment of RVO proceeds which were granted to the Group.
The loan had an interest rate of 12% per year (added to the loan) and had to be repaid in 10 years; and
• A loan provided at the same time by the Group to VDVI B.V. of €1.5 million. Interest amounted 2% per year
with an indenite duration.
With the repayment of the RVO proceeds in April 2021 by the Group the subordination was not required
anymore resulting in a repayment of the net liability in January 2022 of €534. Further reference is made to
Note 20.
Tridamos Holding B.V. is owned by the COO and sold his 60% share in Pondus Holding B.V. to the Group in April
2021. Reference is made to Note 5: Acquisitions.
On 18 October 2021 the Group acquired the remaining 20% of the shares in Pondus Holding B.V. through the acqui-
sition of 100% of the shares of Gr8 Technologies B.V., which were owned by B. and B.A. van den Nieuwenhuijzen.
The acquisition price of €20.0 million was based on the further manufacturing roll-out of the composite buses and
external market data. Both persons were each participating for 50% in Gr8 Technologies B.V. and are related to VDVI
B.V. which is one of the existing shareholders of Ebusco Holding N.V. Reference is made to Note 5: Acquisitions.
During the normal course of business, the Group engages in transactions with ING, including loan facilities and
issuance of letters of credit. All transactions are carried out at arms-length. The interest incurred and paid in
2021 amounts to €609 (2020: €995). As a result of the cash generated from the IPO in October 2021, the credit
facility agreement has been cancelled with approval of all banks in December 2021. Reference is made to Note
20:
Loans and borrowings.
TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
For compensation of key management personnel of the Group reference is made to Note 7.
25. COMMITMENTS AND CONTINGENCIES
PURCHASE COMMITMENTS
The Group made commitments for the purchasing of electric buses
for an amount of €9.4 million
at 31
December 2021 (2020: €0 million).
OTHER DISPUTES
During December 2020, the Group delivered four buses to a customer, generating €2.0 million of revenues.
After the transfer of control of the buses, the customer’s facility experienced re damage and the buses were
destroyed. The Group asserts that control and ownership of the buses was transferred before the event and
the amounts receivable for the delivered buses are owed to the Group. The customer disputes the Group’s
assertion and disputes the amount payable to the Group for the buses. The matter is under dispute and the
Group plans to pursue collection of the amount receivable. The outcome is neither probable nor estimable and
no signicant expected credit loss is recorded.
CONTINGENT ASSET
In 2021 the Group held a supplier of climate systems liable for the delivery of a non-conforming climate
system. Due to uncertainty no receivable as per 31 December 2021 is recognised in the balance sheet.
Reference is made to Note 22: Provisions.
26. POLICY NOTE: FINANCIAL INSTRUMENTS AND FAIR VALUE
This section relates to all financial assets and financial liabilities of the Group, including financial instru-
ments associated with the Group’s hedge accounting.
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102
ACCOUNTING POLICY – 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. The fair value measurement is based
on the presumption that the transaction to sell the asset or transfer the liability takes place either in the
principal market for the asset or liability or, in the absence of a principal market, in the most advantageous
market for the asset or liability. The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would
use when pricing the asset or liability, assuming that market participants act in their economic best
interest. A fair value measurement of a non-nancial asset takes into account a market participant’s ability
to generate economic benets by using the asset in its highest and best use or by selling it to another market
participant that would use the asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufcient data
are available to measure fair value, maximising the use of relevant observable inputs and minimising the use
of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the nancial statements are categorised
within the fair value hierarchy, described as follows, based on the lowest level input that is signicant to the fair
value measurement as a whole:
• Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities;
• Level 2 - Valuation techniques for which the lowest level input that is signicant to the fair value measure
-
ment is directly or indirectly observable;
• Level 3 - Valuation techniques for which the lowest level input that is signicant to the fair value measure
-
ment is unobservable.
For assets and liabilities that are recognised in the nancial statements at fair value on a recurring basis, the
Group determines whether transfers have occurred between levels in the hierarchy by re-assessing categorisa-
tion (based on the lowest level input that is signicant to the fair value measurement as a whole) at the end of
each reporting period.
ACCOUNTING POLICY: FINANCIAL INSTRUMENTS
A nancial instrument is any contract that gives rise to a nancial asset of one entity and a nancial liability or
equity instrument of another entity. Derivatives held by the Group are classied and recorded at fair value. All
other nancial instruments on the balance sheet are classied and recorded at (amortised) cost. Other nan
-
cial assets are initially measured at fair value plus transaction costs and subsequently at amortised cost less
impairments based on the expected credit loss (“ECL”) approach. Fair value of trade receivables and cash and
cash equivalents approximates the carrying amount due to the short duration. Other nancial liabilities are
initially measured at fair value less transaction costs and subsequently at amortised cost. Fair value of current
nancial liabilities approximates the carrying amount due to the short duration.
CLASSIFICATION
The Group classies its nancial instruments either at:
•
Fair value through prot or loss (“FVPL”); or
•
Amortised cost.
The classication of nancial assets is dependent on the business model of the contractual terms of the cash
ows and the terms and conditions of the nancial assets. Gains and losses on nancial assets classied and
subsequently measured at FVPL shall be recorded in the prot or loss.
MEASUREMENT
The Group measures nancial assets at initial recognition at fair value plus transaction costs. The transaction
costs of nancial assets classied at FVPL are expensed in prot or loss at initial recognition.
DEBT INSTRUMENTS
Subsequent measurement of debt instruments depends on the classication of the debt instruments by the
Group. The Group measures its debt instruments as follows:
•
Amortised cost: Interest income from these nancial assets is included in nance income using the effec-
tive interest rate method.
•
FVPL: A gain or loss is subsequently measured at FVPL and gains or losses are recognised in prot or loss
and presented net within other gains and losses for the period in which it arises.
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103
FINANCIAL LIABILITIES – NOT DERIVATIVES
The Group measures its nancial liabilities at amortised cost.
IMPAIRMENT
The Group assesses on a forward-looking basis the ECL associated with its debt instruments carried at amor-
tised cost. The Group implements one ECL approach for nancial assets (the simplied ECL approach).
The Group applies the simplied ECL approach to qualifying trade receivables, IFRS 15 contract assets and
lease receivables.
PERFORMING (NON-CREDIT IMPAIRED) FINANCIAL ASSETS (STAGE 1)
Each reporting date, the Group decreases its receivables, by deducting the payments, with an amount that is
equal to the payment by the borrower or debtor (minus the interest income, if applicable). When the end of the
payment term is reached, the receivable will amount to zero.
The simplied ECL approach is applied for trade receivables and contract assets. Therefore, the Group does
not track changes in credit risk, but instead recognises a loss allowance based on lifetime ECLs at each
reporting date. The Group has established a provision matrix that is based on its historical credit loss experi-
ence, adjusted for forward-looking factors specic to the debtors and the economic environment.
CREDIT IMPAIRED FINANCIAL ASSETS – (DEFAULT) (STAGE 2 & 3)
For purposes of assessing, recognising and reporting credit impaired assets, the Group denes a credit
impaired asset as any receivable from a borrower or debtor who is considered unable to pay its credit obliga-
tions. The denition of credit impaired by the Group is in line with the Group’s own credit risk approach. The
assessment whether a receivable is credit impaired is based on management individual assessment and
takes into account quantitative and qualitative measures. Any subsequent changes in lifetime ECL, both with
a positive and negative effect, will be recognised immediately in the prot and loss statement of the Group.
The Group’s policy focuses exposures to nancial institutions with high quality credit ratings. Therefore,
the Group applies the low credit risk simplication, hence all assets are considered to be in stage 1 and a
12-month expected credit loss is applied (e.g. cash). In case the probability of default increases on cash or
granted loans, the Group shall, based on management judgement, consider lifetime expected credit losses if
deemed necessary.
The Group’s policy requires an assessment of the counter party before exposure is taken with respect to
“non-trade receivables”. The Group’s assessment requires a credit quality check and limits the exposure to a
maximum amount. As a result, the Group applies the low credit risk simplication, hence all assets (not orig-
inating from a contract with nancial institutions) are considered to be in stage 1 and a 12-month expected
credit loss is applied. In case the probability of default increases on such a nancial instrument, the Group
shall, based on management judgement, consider lifetime expected credit losses if deemed necessary.
The simplied approach is applied to trade receivables, IFRS 15 contract assets and lease receivables. The Group
determines its expected credit losses on trade receivables based on the historical weighted average credit losses
on trade receivables that the Group holds, while incorporating any known information which could affect credit
losses in the future. These weights are based on the duration of the trade receivables (current number of days
outstanding). The Group will use the historical default information of trade debtors in order to attempt to have
an unbiased probability weighted amount of the expected credit losses. Expected credit losses are calculated by
multiplying the probability of default based on historical data, loss given default and the current lifetime of the
trade receivable. This leads to a weighted ECL based on debtors with an outstanding receivable of:
•
1-30 days
•
31-60 days
• 61-90 days
• Longer than 90 days
This practical application of the lifetime ECL on trade receivables is labeled as the provision matrix by the
Group. The provision matrix is used to form the provision for bad debtors and thus impair trade receivables.
27. RISK MANAGEMENT OBJECTIVES AND POLICIES
The operations of the Group expose the Group to various nancial risks, including liquidity risk, market risk, and
credit risk. The risk management is the responsibility of the Management Board of the Group. The main nancial
risks are described below together with the approach taken to assess and mitigate the relevant nancial risk.
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104
Risk type Risk description Risk assessment and mitigation Remaining risk
Liquidity risk
Liquidity risk is the risk that the Group is not
able to pay its short-term liabilities.
Immediate liquidity risks for the Group could arise from:
• Payments associated with letters of credit to suppliers
• Short-term payments on long-term liabilities
• Short-term lease payables
• Trade and other payables
• Other current liabilities
The duration of the nancial liabilities of the Group is shown in the table below (as at 31 December 2021 and 31 December 2020).
Approximately 73% of the liabilities of the Group are short-term (this amounts to €21.1 million, including income tax payable); the Group’s current assets (maturity shorter than 1 year)
amount €264.1 million, including cash and cash equivalents of €207.9 million.
Based on this, the Group considers the residual liquidity risk to be low. The remaining risk is limited.
Limited
Market risks
Foreign exchange risk is the part of the market
risk that arises due to exposure of the Group to
foreign currencies. This exposure arises from
the Group’s involvement in foreign operations
or trade in foreign currency (buy and sell).
The Group has risk management policies and procedures in place for managing its foreign exchange risk. The foreign currencies the Group has exposure to are the Chinese Yuan
(Renminbi) (RMB), Norwegian Krone (NOK), Swiss Franc (CHF) and Australian Dollar (AUD) based on:
• Sales in NOK, CHF and AUD
• Trade and other receivables denominated in NOK, CHF and AUD
• Purchases in RMB, NOK, CHF and AUD
• Trade and other payables denominated in RMB, NOK, CHF and AUD
For its RMB transactions the Group manages its foreign currency risk by hedging transactions that are expected to occur within a maximum 12-month period for hedges of forecasted
purchases. The Group’s NOK, CHF and AUD sales are immaterial.
The Group accepts the limited remaining risk.
Limited
Interest rate risk is the part of the market
risk that arises due to movements in interest
rates.
The Group is exposed to changes in interest rates resulting from the following:
• Long term liabilities
• The interest rate implicit in the lease
However, no long-term liabilities have variable interest rates and almost all outstanding balances have been repaid in 2021 from the IPO proceeds. The Group’s cash position, due to
its short-term nature, has limited exposure to interest rate risk. The resulting residual interest rate risk is considered to be limited.
Limited
Credit risk
Credit risk for the Group mainly consists of
the default of trade debtors and contract
assets.
The Group reects on the credit risks of trade debtors on a forward-looking basis, based on the simplied ECL approach. Furthermore, the Group determined that the customers
(municipalities) of the Group, based on historic performance and entity nature, have a low default probability. The credit risk on other nancial assets is considered to be low. There-
fore, the Group accepts the residual remaining credit risks.
Limited
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The table below summarises the maturity prole of the Group’s nancial liabilities based on contractual undis-
counted payments, including interest and dividend on cumulative preference shares. It has been assumed
that the loan from related parties will be repaid after 5 years:
As at 31 December 2021
Carrying
amount
Total Cash-
flows
0 to 3
months
3 to 12
months
1 - 5
years
More than
5 years
Debits to credit institutions
215 215 - 215 - -
Loan from related parties
463 591 - - - 591
Lease liabilities
8.382 9,099 364 1,130 6,672 933
Trade creditors
10,883 10,883 10,883 - - -
Payables to related parties
534 534 534 - - -
Contract liabilities
174 174 174 - - -
Other current liabilities
6,977 6,977 2,626 4,351 - -
Total 27,628 28,473 14,581 5,696 6,672 1,524
Derivatives (343) (343) (303) (40) - -
As at 31 December 2020
Carrying
amount
Total Cash-
flows
0 to 3
months
3 to 12
months
1 - 5
years
More than
5 years
Debits to credit institutions
41,788 42,491 19,754 22,737 - -
Loan from RVO
5,436 5,812 300 2,700 2,812 -
Cumulative preference shares
10,400 14,400 - 400 3,200 10,800
Loan from related parties
441 562 - - - 562
Lease liabilities
1,782 1,887 158 488 1,241 -
Trade creditors
6,762 6,762 6,762 - - -
Contract liabilities
190 190 190 - - -
Other current liabilities
3,332 3,332 3,332 - - -
Total 70,131 75,436 30,496 26,325 7,253 11,362
Derivatives (331) (331) (331) - - -
28. FINANCIAL INSTRUMENTS - HEDGE ACCOUNTING
The Group applies hedge accounting. At the moment of entering into a hedge relationship, this is documented
by the Group. By means of a test, the company periodically assesses the effectiveness of the hedge relation-
ship. This may be achieved by comparing the critical characteristics of the hedge instrument with those of the
covered position or by comparing the change in fair value of the hedge instrument and the covered position.
If applicable, the ineffective share of the value adjustment of the currency futures contracts is accounted for
in the prot and loss account under nancial income and expenses.
USE OF DERIVATIVES
The Group is exposed to nancial market risk in the normal course of its business operations. The Group
uses derivatives for economic hedging purposes to manage its foreign currency risk. The primary objective of
the Group’s hedging activities is to manage the potential year-on-year volatility caused by foreign-currency
movements on its net earnings by hedging the anticipated net exposure of foreign currencies resulting from
foreign-currency purchases. The objective of economic hedging is to enter into positions with an opposite risk
prole to an identied risk exposure to reduce that exposure. The single risk which is being hedged is foreign
currency exchange rate risk. This risk is primarily hedged with foreign exchange forwards/swaps. The Group’s
hedging activities do not have an effect on timing or amount of forecasted transactions.
CASH FLOW HEDGE ACCOUNTING
Derivatives that qualify for hedge accounting under IFRS are classied and accounted for in accordance
with the nature of the hedged exposure and the type of IFRS hedge accounting model that is applicable. The
three models applicable under IFRS are: fair value hedge accounting, cash ow hedge accounting, and hedge
accounting of a net investment in a foreign operation. The Group applies cash ow hedge accounting to highly
probably future cash ows, namely forecasted purchases in a currency other than the Group’s functional
currency (€).
The Group enters into foreign exchange forwards and swaps to protect against volatility caused by foreign-cur-
rency movements on its net earnings by hedging the anticipated net exposure of foreign currencies resulting
from foreign-currency purchases. The Group hedges the net anticipated exposures up to the date on which
the forecasted transaction is expected to occur. The amounts and timing of future cash ows are projected
based on contractual terms. These projected cash ows form the basis for identifying the notional amount
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subject to foreign currency exchange rate risk that is designated under cash ow hedge accounting. From
the derivatives, the Group excludes the forward element and currency basis spreads by only designating the
spot element.
The Group determines an economic relationship between the cash ows of the hedged item and the hedging
instrument based on an evaluation of the qualitative characteristics of these items and the hedged risk. The
Group considers whether the critical terms of the hedged item and hedging instrument closely align when
assessing the presence of an economic relationship. The Group evaluates whether the cash ows of the
hedged item and the hedging instrument respond similarly to the hedged risk, such as changes in the foreign
exchange rates.
At the moment of entering into a hedge relationship, this is documented by the Group. The Group periodically
assesses the effectiveness of the hedge relationship and analysis the identied potential sources of ineffec-
tiveness. The Group has identied the following potential sources of ineffectiveness:
• Differences in timing of cash ows of the hedged item(s) and hedging instrument(s);
• Incidental notional over-hedging;
• The lack of collateralization of the derivatives, and the resulting counterparty credit risk;
• Difference between hedged on-shore and hedging off-shore foreign currency exchange rate.
• The Group assumes that the fair value of the hedging instrument is nil at inception of the hedge. Should the
fair value of the hedging instrument not be zero at the inception of the hedge, ineffectiveness may arise.
The ineffectiveness portion is accounted for in the consolidated statement of prot or loss under Finance
expenses, net.
The hedge ratio is the ratio between the amount of hedged item and the amount of hedging instrument. The
Group has established a hedge ratio of 1:1 (100%).
The Group uses the following derivative nancial instruments in a cash ow hedge accounting relationship:
As at 31 December
2021
As at 31 December
2020
Carrying amount hedging instruments 40 331
Notional amount hedging instruments (387) (46,323)
As at 31 December 2021, the carrying amount of the derivatives includes one derivative with no hedge desig-
nation. The fair value of this contract amounts to €303.
The derivatives used for cash ow hedge accounting are included in the statement of nancial position line-
item Other current nancial assets respectively liabilities.
The average currency exchange rate used in cash ow hedge accounting is for 2021 €/RMB 7.5819 (2020:
7.9718).
Cash ow hedging – change
in fair value of hedged items
Change in value used
for calculating hedge
ineffectiveness for
the period
Of which are changes
in spot rates (hedged
risk)
Of which are
amortisation of
forward element
Of which are changes
in fair value attribut-
able to currency basis
spreads
As at 31 December 2021
FX 22 1 29 (8)
As at 31 December 2020
FX 331 (573) 936 (32)
Gains and losses on the effective portions of derivatives (changes in spot rates) designated under cash ow
hedge accounting are recognised in Other Comprehensive Income (hedge reserve). Gains and losses attrib-
utable to changes in currency basis spread are recognised in a separate component in Other comprehensive
income (cost of hedging reserve). The changes in fair value of the forward element of a forward contract
and foreign currency basis spread of a nancial instrument, in relation to a transaction-related hedged item
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107
accumulated in the cost of hedging reserve, are reclassied to prot or loss only when the hedged transaction
affects prot or loss, or included as a basis adjustment to the non-nancial hedged item.
The following table shows the cash ow hedge accounting impact on prot or loss and comprehensive
income, excluding tax impact:
Cash ow hedging – impact
of hedging instruments on
the statement of prot or loss
and other comprehensive
income
Hedging gains (+) or
losses (-) (OCI)
Hedge ineffective-
ness recognised in
the statement of
prot or loss, gain (+)
/ loss (-)
Amortisation of
forward element
Amount reclassied
from cash ow hedge
reserve
As at 31 December 2021
FX (8) -
-
(870)
As at 31 December 2020
FX (605) -
936 (163)
The following table provides the fair value measurement hierarchy of the Group’s assets and liabilities:
Fair value measurement using
Fair value measurement hierarchy for
assets as at
31 December 2021 and 2020
Date of
valuation
Total Quoted prices
in active
markets
(Level 1)
Signicant
observable
inputs
(Level 2)
Signicant
unobservable
inputs
(Level 3)
Assets measured at fair value:
Foreign exchange forward/swaps
contracts - CNH
31 December
2021
343 - 343 -
Foreign exchange forward/swaps
contracts - CNH
31 December
2020
331 - 331 -
There were no transfers between Level 1 and Level 2 during 2021 and 2020.
The valuation technique used in the measurement of the Level 2 securities is based on observable market
data. The inputs used in the measurement represent FX and interest rate curves.
29. EVENTS AFTER THE BALANCE SHEET DATE
Subsequent to 31 December 2021 the following event occurred:
Ebusco Energy B.V. acquired 40% of the shares in Zero Emission Services B.V. (ZES) from Engie New Business
S.A.S. on 28 January 2022. The transaction is not expected to have a material impact on revenues of Ebusco
and its subsidiaries.
In April 2022, the Company has signed an uncommitted guarantee and letter of credit facility with two
different nancial institutions for €30.0 million, one of these nancial institutions being ING (related party).
These credit facilities do not include any nancial covenants. These facilities will enable the Group certain
guarantees which are required for specic tenders.
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108 108
COMPANY
FINANCIAL
STATEMENTS
CONTENT
Company statement of prot or loss 109
Company statement of nancial position 110
Notes to the company nancial statements 111
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COMPANY STATEMENT OF PROFIT OR LOSS
In thousands of euro
Notes 2021 2020
Other operating income
B
659 628
Total operating income 659 628
Employee benet expenses
C
(5,778) (598)
Amortisation and depreciation expenses (2) -
Other operating expenses
D
(5,933) (6)
Total operating expenses (11,713) (604)
Operating result (11,054) 24
Finance expenses, net
E
(576) (10)
Result before income tax (11,630) 14
Income tax credit/(expense)
F
2,113 (4)
Share of result of an associate
G
7,427 (112)
Result from group companies
H
(24,298) 16,761
Result after income tax (26,388) 16,659
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COMPANY STATEMENT OF FINANCIAL POSITION
Equity
Share capital 590 24
Share premium 314,767 12,630
Legal reserves 9,207 2,904
Retained earnings 5,835 (4.175)
Net result (26,388) 16,659
Total Equity M 304,011 28,042
Provisions N 3,976 260
Loans and borrowings
O
- 10,000
Lease liabilities 28 -
Non-current liabilities 28 10,000
Loans and borrowings
O
- 400
Trade payables 372 73
Other current liabilities
P
3,981 3
Current lease liabilities 13 -
Income tax payable
F
- 6
Current liabilities 4,366 482
Total liabilities 8,370 10,742
Total equity and liabilities 312,381 38,784
Before appropriation of profit, in thousands of euro
Notes
As at 31 December
2021
As at 31 December
2020
Assets
Right-of-use assets 41 -
Intangible assets 48 -
Investments in group companies
H
44,577 28,512
Investments in associates
G
- 23
Loans to group companies associates
I
23,250 9,750
Deferred tax assets
F
4,587 -
Non-current assets 72,503 38,285
Receivables from group companies
J
73,828 390
Receivables from related parties 24 -
Other current assets
K
1,192 -
Cash and cash equivalents
L
164,834 109
Current assets 239,878 499
Total assets 312,381 38,784
Notes
As at 31 December
2021
As at 31 December
2020
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111
NOTES TO THE COMPANY FINANCIAL STATEMENTS
A.
ACCOUNTING POLICIES FOR THE COMPANY FINANCIAL
STATEMENTS
The Company nancial statements of Ebusco Holding N.V. (hereafter ‘the Company’) have been prepared in accor-
dance with Part 9, Book 2 of the Dutch Civil Code. In accordance with article 362 (8), Book 2 of the Dutch Civil Code,
the Company’s nancial statements have been prepared on the basis of the accounting principles for recognition,
measurement and determination of prot, as applied in the consolidated nancial statements. These principles also
include the classication and presentation of nancial instruments, being equity instruments or nancial liabilities.
Ebusco Holding N.V. (or ‘the parent’), formerly Ebusco Holding B.V., has been converted from a private limited
liability company (‘besloten vennootschap’) into a public limited company (‘naamloze vennootschap’) in view
of the IPO of the Ebusco Group, effective as of 22 October 2021. The ordinary shares of Ebusco Holding N.V. are
listed on Euronext Amsterdam.
All amounts are presented in euros (EUR x 1,000), unless stated otherwise.
The accounting policies used in the preparation of the Company Financial Statements are the same as those
used in the preparation of the Consolidated Financial Statements (in accordance with article 362 (8), Part 9 of
Book 2 of the Dutch Civil Code). See the notes to the Consolidated Financial Statements.
In addition to these accounting policies, the following accounting policy applies to the Company nancial state-
ments:
• Investments in group companies are presented using the equity method. Goodwill paid upon acquisition of
investments in group companies is included in the net equity value of the investment and is not shown sepa
-
rately on the face of the balance sheet.
• The Company recognises a provision which makes use of the option to eliminate intercompany expected
credit losses against the book value of loans and receivables to group companies, instead of elimination
against the investments in group companies.
Loans provided to group companies are stated at amortised cost, less impairment.
B. OTHER OPERATING INCOME
Other operating income relates to the recharge of the remuneration expenses of the Management Board
members to Ebusco B.V. (including management service fees charged by the members of the Management
Board to the Company in the period as of 1 October 2019 to 17 October 2021).
C. EMPLOYEE BENEFIT EXPENSES
Employee benet expenses can be specied as follows:
Employee benet expenses 2021 2020
Wages and salaries 692 552
Pension costs 29 -
Other compensation expenses 5,000 -
Temporary staff 46 -
Car expenses 3 -
Other staff expenses
8 4 6
Total
5,778 598
All three members of the Management Board are included in the payroll administration of the Company as
of 17 October 2021. Accordingly, the management service contracts entered into with the CEO and CFO were
cancelled as from that date. The remuneration of members of the Supervisory Board is included in ‘wages
and salaries’.
The number of persons with an employment contract at 31 December 2021 was 3 (31 December 2020: 0),
including all members of the Management Board; all persons have their place of residence in the Netherlands.
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112
The number of persons having a management services contract with the Company at 31 December 2021 was
0 (31 December 2020: 2).
Further reference is made to Note 7 of the consolidated nancial statements.
D. OTHER OPERATING EXPENSES
Other operating expenses mainly consist of insurance expenses, audit and advisory fees, and other
expenses associated with the listing of the Company on Euronext Amsterdam.
E. FINANCE EXPENSES, NET
Finance expenses, net can be specied as follows:
Finance expenses, net 2021 2020
Net foreign exchange result
(4) -
Interest income intercompany
(1,210) (390)
Financial income
(1,214) (390)
Interest expense cumulative preference shares
665 400
Interest Mezzanine facility
668 -
Interest expense third party
213 -
Other finance expenses
244 -
Total
1,790 400
Finance expenses, net
576 10
F. INCOME TAX
The deferred tax asset recognised in 2021 of €4,587 relates to tax losses carried forward (€17,778 multiplied
by the enacted domestic income tax rate of 25.8%). In 2021, IPO expenses in the amount of €9,897 were
directly charged against share premium, which resulted in the recognition of a deferred tax asset of €2,474.
The income tax credit of €2,113 (2020: €(4)) has been recognised in the statement of prot or loss.
G. INVESTMENTS IN ASSOCIATES
The Company had a 20% interest in Pondus Holding B.V. and its subsidiaries as at 31 December 2020, and
acquired an additional 60% interest in April 2021 and the remaining 20% in October 2021. Accordingly, Pondus
Holding B.V. is a 100% subsidiary of the Company as at 31 December 2021.
Reference is made to Note 5 of the consolidated nancial statements.
H. INVESTMENTS IN GROUP COMPANIES
Group companies are all entities (including intermediate holding companies) over which the Company has
control. The Company controls an entity when it is exposed, or has rights, to variable returns from its involve-
ment with the group company and has the ability to affect those returns through its power over the group
company. Group companies
are recognised from the date on which control is transferred to the Company or its
intermediate holding entities. They are derecognised from the date that control ceases.
The Company applies the acquisition method to account for the acquisition of group companies, consis-
tent with the approach identied in the consolidated nancial statements. The consideration transferred for
the acquisition of a group company or business comprises the fair value of assets transferred, the liabilities
incurred and the equity interests issued by the Group. The consideration transferred includes the fair value
of any asset or liability resulting from a contingent consideration arrangement. Identiable assets acquired,
and liabilities and contingent liabilities assumed, in an acquisition are initially measured at their fair values at
the acquisition date and are subsumed in the net asset value of the investment in consolidated group compa-
nies. Goodwill paid upon acquisition of investments in group companies is included in the net equity value of
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113
the investment and is not shown separately on the face of the balance sheet. Acquisition-related costs are
expensed as incurred.
Investments in group companies are measured using the equity method. The measurement of the nancial
xed assets under the equity method is based on the measurement principles of assets, provisions and liabil-
ities, and the determination of prot as applied in the consolidated nancial statements.
When group companies have an equity decit they are measured at zero under the equity method, unless
the Company has given a liability undertaking or any other guarantee for the consolidated group company.
In case of the later, the Company recognises a provision in the statement of nancial position equal to the
negative net asset value of the group company.
The Company has direct and indirect interests in the group companies listed in Note 2 of the consolidated
nancial statements. Set out below are the carrying amounts of the investment in consolidated group
companies and the movements during the period:
Investments in group companies 2021 2020
As at 1 January
28,512 12,114
Foreign exchange differences
(4) -
Acquisition through business combinations
36,989 -
Result of group companies
(24,298) 16,761
Reclassification to provision participations in group companies 3,718 191
Cash flow hedge, net of tax
460 (554)
Repayment of convertible loan
(800) -
As at 31 December
44,577 28,512
I. LOANS TO GROUP COMPANIES
Loans to group companies include a contractual right to receive cash from Ebusco B.V. of €17,750 (31
December 2020: €9,750) following the acquisition of 1 preference share issued by Ebusco B.V. on 1 July 2021
for the amount of €9,750 and a subordinated loan on 15 July 2021 for the amount of €8,000. The latter
became an ordinary intercompany loan after cancellation of the credit facility agreement in December 2021.
Ebusco Holding N.V. is entitled to an 8% share of the investment amount, to be paid on an annual basis, based
on prots available for distribution. As the contractual right is classied as a long-term receivable, an interest
income accrual has been recognised against the statement of prot or loss of €780 in 2021 (2020: €390).
The interest income accrual has been recorded in the current account with Ebusco B.V.
In addition, a loan to Pondus Operations B.V. is included of €5,500 as at 31 December 2021 including accrued
interest of €245 (interest rate: 7%). The loan to Pondus Operations B.V. has been provided in April 2021 at the
time the Company acquired
60% of the voting shares in Pondus Holding B.V. to enable Pondus Operation B.V.
to redeem the RVO loan received from the Dutch government.
Loans to group companies can be specied as follows:
Loans to group companies
A
s at 31 December
202
1
As at 31 December
2020
Loan receivable from Ebusco B.V.
17,750 9,750
Loan receivable from Pondus Operations B.V.
5,500 -
Total
23,250 9,750
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The movement schedule of loans to group companies can be specied as follows:
Loans to group companies
2021 2020
As at 1 January
9,750 -
Acquisition through business combination
5,255 -
New loan receivable
8,000 9,750
Interest
245 -
Total
23,250 9,750
J. RECEIVABLES FROM GROUP COMPANIES
Receivables from group companies can be specied as follows:
Receivables from group companies
A
s at 31 December
202
1
As at 31 December
2020
Current account Ebusco B.V.
72,713 128
Current account Ebusco Australia Pty Ltd
261 261
Current account Pondus Operations B.V.
703 -
Current account Ebusco Manufacturing B.V.
150 -
Current account Ebusco Energy B.V.
1 1
Total
73,828 390
K. OTHER CURRENT ASSETS
Other current assets as at 31 December 2021 mainly include refundable VAT of €1,150 and prepaid expenses
of €42.
L. CASH AND CASH EQUIVALENTS
Cash and cash equivalents are all freely available to the Company.
M. EQUITY
For a breakdown of equity attributable to equity holders, see the Consolidated Statement of Changes in Equity
and related notes including Note 19 of the consolidated nancial statements.
LEGAL RESERVES
Based on Dutch law, a legal reserve needs to be established for currency translations, cash ow hedges and
capitalised costs of development assets. The legal reserve cannot be used for dividend distribution and is
therefore restricted in usage (see paragraph below).
Legal reserves
As at 31 December
2021
As at 31 December
2020
Foreign exchange differences
(6) -
Hedge reserves
6 (454)
Revaluation reserve
7,450 -
Development assets at subsidiaries
1,757 3,358
Total
9,207 2,904
LIMITATIONS IN THE DISTRIBUTION OF SHAREHOLDERS’ EQUITY
As at 31 December 2021, pursuant to Dutch law, certain limitations exist relating to the distribution of share-
holders’ equity. Such limitations relate to legal reserves required by Dutch law of €9,213 (2020: €3,358). The
translation reserve €(6) (31 December 2020: cash ow hedge reserve of €(454)) reduces the distributable
amount due to the fact that the reserve is negative.
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N. PROVISIONS
Provisions have been recognised for the negative net asset value of certain subsidiaries of the Company,
which can be specied as follows:
Provisions
As at 31 December
2021
As at 31 December
2020
Ebusco Australia Ply Ltd
245 245
Ebusco Energy B.V.
1 1
Ebusco Norway A/S
- 13
Pondus Holding B.V.
3,730 -
Ebusco Manufacturing B.V.
- 1
Total
3,976 260
O. LOANS AND BORROWINGS
The preference shares issued to each of the three shareholders on 1 July 2020 represent a contractual obli-
gation to deliver cash to another entity and are classied as a liability of €10,000.
The holders of preferred shares are entitled to an 8% share of the investment amount, to be paid on an annual
basis, based on prots available for distribution. As the contractual obligation is classied as a liability, an
interest accrual has been recognised against the statement of prot or loss of €665 in 2021 (2020: €400).
Following the IPO in October 2021, both the contractual obligation and interest accrual of in total €1,065 were
repaid. Reference is made to Note 19 and 20 of the consolidated nancial statements.
P. OTHER CURRENT LIABILITIES
Other current liabilities as at 31 December 2021 mainly consists of accrued IPO expenses.
Q. REMUNERATION
Reference is made to Note C to the Company nancial statements and Note 7 to the consolidated nancial
statements.
R. RELATED PARTIES
In addition to Note 24 of the consolidated nancial statements, all companies within the Group are also con-
sidered to be related parties of Ebusco Holding N.V.
The Group engages with its shareholders Peter Bijvelds, VDVI and ING in certain related party transactions
disclosed in Note 7 to the Company nancial statements and Note 19, 20, and 24 to the consolidated nancial
statements.
S. COMMITMENTS AND CONTINGENCIES
Pursuant to the provisions of section 403, Part 9, Book 2 of the Netherlands Civil Code, the Company has
assumed joint and several liability for the debts arising out of legal transactions of the following group
companies:
• Ebusco B.V.
• Ebusco Energy B.V.
• Ebusco Manufacturing B.V.
• Pondus Holding B.V.
• Pondus Operations B.V.
• Pondus R&D B.V.
Further reference is made to Note 25 to the consolidated nancial statements.
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116
T. DIVIDEND AND APPROPRIATION OF RESULT
No dividends have been paid in both 2020 and 2021.
As the Company incurred a loss in 2021, it is proposed to the Annual General Meeting of Shareholders to
charge the loss attributable to the equity holders of the Group to the retained earnings and not to pay any
dividend relating to the nancial year 2021.
U. AUDIT FEES
The audit fees in the reporting period amount to €1,542 (2020: €136) of which €365 was accounted for
through equity.
Audit, Other assurance and Other non-audit fees incurred related to the nancial years 2021 and 2020 can
be specied as follows:
2021 2020
Total fees in € ‘000 Ernst &
Young
Accoun-
tants LLP
EY network
firms in the
Netherlands
Total Ernst &
Young
Accoun-
tants LLP
EY network
firms in the
Netherlands
Total
Audit services 50 - 50 928 - 928
Other assurance services - - - 625 - 625
Other non-audit services - - - - 1,513 1,513
Total 50 - 50 1,533 1,513 3,046
Fees relating to 2020 are incurred before the Initial Public Offering on 22 October 2021 and mainly relate to the
services performed for the Special Purpose Financial Statements 2018-2020 as included in the Prospectus for
the Initial Public Offering.
V. SUBSEQUENT EVENTS
For information regarding subsequent events, reference is made to Note 29 to the consolidated nancial statements.
Deurne, 11 April 2022
Management Board
P.H.A.M. Bijvelds
Chief Executive Ofcer
P. van Beers
Chief Financial Ofcer
B.H.M.J. Fleuren
Chief Operating Ofcer
117 117
OTHER
INFORMATION
CONTENT
Provisions of the Articles of Association
relating to prot appropriation 118
Independent auditor’s report 119
Four year overview 126
Non-IFRS measures 127
Organisation Ebusco 131
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PROVISIONS OF THE ARTICLES OF ASSOCIATION
RELATING TO PROFIT APPROPRIATION
Pursuant to article 31 of the articles of association of the Company, the Management Board, with the approval
of the Supervisory Board, may decide that prots realised during a nancial year are fully or partially appro-
priated to increase and/or decrease from reserves (article 31.1). The prots remaining shall be put at the
disposal of the General Meeting. The Management Board, with the approval of the Supervisory Board, shall
make a proposal for that purpose. A proposal to pay a dividend shall be dealt with as a separate agenda item
at the General Meeting of Shareholders (article 31.2).
The Company does not intend to declare or pay dividends for the nancial year ending 31 December 2021 or in
the medium term. The Company anticipates that for the foreseeable future it will retain all its future earnings
for use in the development of its business, its international expansion and growth strategy to create share-
holder value, to maintain a healthy nancial structure and for general corporate purposes.
The net loss attributable to equity holders of the Group for 2021 of €26.4 million (2020: net prot of €16.7
million) will be deducted from retained earnings.
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INDEPENDENT AUDITOR’S REPORT
To: the shareholders and supervisory board of Ebusco Holding N.V.
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS 2021 INCLUDED IN THE ANNUAL REPORT
OUR OPINION
We have audited the nancial statements 2021 of Ebusco Holding N.V., based in Deurne (the Netherlands).
The nancial statements comprise the consolidated and company nancial statements.
In our opinion:
• The accompanying consolidated nancial statements give a true and fair view of the nancial posi-
tion of Ebusco Holding N.V. as at 31 December 2021 and of its result and its cash ows for 2021 in
accordance with International Financial Reporting Standards as adopted by the European Union
(EU-IFRS) and with Part 9 of Book 2 of the Dutch Civil Code
• The accompanying company nancial statements give a true and fair view of the nancial position of
Ebusco Holding N.V. as at 31 December 2021 and of its result for 2021in accordance with Part 9 of Book 2
of the Dutch Civil Code
The consolidated nancial statements comprise:
• The consolidated statement of nancial position as at 31 December 2021
• The following statements for 2021: the consolidated statement of prot or loss and other comprehensive
income, changes in equity and cash ows
• The notes comprising a summary of the signicant accounting policies and other explanatory information
The company nancial statements comprise:
• The company statement of nancial position as at 31 December 2021
• The company statement of prot or loss for 2021
• 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
nancial statements section of our report.
We are independent of Ebusco Holding N.V. in accordance with the EU Regulation on specic requirements
regarding statutory audit of public-interest entities, the “Wet toezicht accountantsorganisaties” (Wta,
Audit rms supervision act), the “Verordening inzake de onafhankelijkheid van accountants bij assur-
ance-opdrachten” (ViO, Code of Ethics for Professional Accountants, a regulation with respect to indepen-
dence) and other relevant independence regulations in the Netherlands. Furthermore we have complied with
the “Verordening gedrags- en beroepsregels accountants” (VGBA, Dutch Code of Ethics).
We believe the audit evidence we have obtained is sufcient and appropriate to provide a basis for
our opinion.
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INFORMATION IN SUPPORT OF OUR OPINION
We designed our audit procedures in the context of our audit of the nancial statements as a whole and
in forming our opinion thereon. The following information in support of our opinion and any ndings were
addressed in this context, and we do not provide a separate opinion or conclusion on these matters.
OUR UNDERSTANDING OF THE BUSINESS
Ebusco Holding N.V. is publicly listed on Euronext Amsterdam since October 2021. The Company is dedicated
to the development, production, and bringing to market of fully electric city and regional buses and the associ
-
ated ecosystem. We have paid specic attention in our audit to a number of areas driven by the operations of the
Company and our risk assessment.
We start by determining materiality and identifying and assessing the risks of material misstatement
of the nancial statements, whether due to fraud or error in order to design audit procedures responsive
to those risks and to obtain audit evidence that is sufcient and appropriate to provide a basis for
our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one
resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
MATERIALITY
Materiality
€500,000 (2020: €1,100,000).
Benchmark applied
1% of a three year average of revenue over the period 2019 to 2021.
Explanation
Based on our professional judgment, we consider (average) revenue to be the most appropriate basis to deter-
mine materiality. We consider (average) revenue to be the most relevant measure as this is a key performance
indicator for the company. As revenues have been impacted by the Covid-19 pandemic due to lower order
intake and supply chain constraints, we have used the average revenues of the company for the years 2019,
2020 and 2021 as a basis instead of prot before tax as applied last year.
We have also taken into account misstatements and/or possible misstatements that in our opinion are mate-
rial for the users of the nancial statements for qualitative reasons.
We agreed with the supervisory board that misstatements in excess of €25,000, which are identied 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
Ebusco Holding N.V. is at the head of a group of entities. The nancial information of this group is included in
the consolidated nancial statements of Ebusco Holding N.V.
Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising and
performing the group audit. In this respect we have determined the nature and extent of the audit proce-
dures to be carried out for group entities. Decisive were the size and/or the risk prole of the group entities
or operations. For the entities Ebusco B.V. and Ebusco Holding N.V. we performed the audit on the complete
nancial information (full scope) and the remaining entities were assigned a specic scope, with the focus
on cash and cash equivalents and certain expense accounts. The audit has been centrally performed by the
audit team in the Netherlands. We have been able to obtain sufcient and appropriate audit evidence about
the group’s nancial information to provide an opinion about the consolidated nancial statements. In total
these procedures represent 99% of the group’s total assets and 100% of gross revenues.
By performing the procedures mentioned above we have been able to obtain sufcient and appropriate
audit evidence about the group’s nancial information to provide an opinion about the consolidated nancial
statements.
TEAMING AND USE OF SPECIALISTS
We ensured that the audit team has the appropriate skills and competences which are needed for
the audit of a listed client in this industry. We included specialists in the areas of IT audit, forensics, income
tax and valuation.
OUR FOCUS ON CLIMATE RISKS AND THE ENERGY TRANSITION
Climate objectives will be high on the public agenda in the next decades. Issues such as CO
2
reduction
impact nancial reporting, as these issues entail risks for the business operation, the valuation of assets
(“stranded assets”) and provisions or the sustainability of the business model and access to nancial
markets of companies with a larger CO
2
footprint.
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As part of our audit of the nancial statements, we evaluated the extent to which climate-related
risks and the possible effects of the energy transition are taken into account in estimates and signi-
cant assumptions by Ebusco Holding N.V., especially in the area of impairment of goodwill. Furthermore,
we read the management board report and considered whether there is any material inconsistency between
the non-nancial information in the Our Responsibility section and the nancial statements.
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 assur-
ance that the nancial statements, taken as a whole, are free from material misstatement, whether caused
by fraud or error.
OUR AUDIT RESPONSE RELATED TO FRAUD RISKS
We identify and assess the risks of material misstatements of the nancial statements due to fraud. During
our audit we obtained an understanding of Ebusco Holding N.V. 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 management and internal control of the management board report for manage-
ment’s (fraud) risk assessment.
We evaluated the design and relevant aspects of the system of internal control and in particular the
fraud risk assessment, as well as the code of conduct, whistle blower procedures and incident registration.
We evaluated the design and the implementation 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
nancial reporting fraud, misappropriation of assets and bribery and corruption in close co-operation with
our forensic specialists. 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 ndings were indicative of fraud or non-compliance.
As in all of our audits, we addressed the risks related to management override of controls and when identi-
fying and assessing fraud risks we presumed that there are risks of fraud in revenue recognition. For the risk
related to management override of controls we have performed among others procedures to evaluate key
accounting estimates for management bias that may represent a risk of material misstatement due to fraud
in particular relating to important judgment areas and signicant accounting estimates as disclosed in Note 4
to the nancial statements. We have also used data analysis to identify and address high-risk journal entries.
We identied the following fraud risk and performed the following specic procedures:
Presumed risks of fraud in revenue recognition
Fraud risk
When identifying and assessing fraud risks we presume that there are risks of fraud in revenue recognition.
Revenue is one of the key performance indicators for Ebusco’s stakeholders, resulting in pressure on the
management board to achieve certain revenue levels. We evaluated that overstatement of revenues from the
sale of zero-emission buses and inaccurate valuation of contract assets specically by inaccurate determina-
tion of percentage of completion of customer contracts in particular give rise to such risks. These revenues are
disclosed in note 6.1 of the nancial statements.
Our audit approach
We describe the audit procedures responsive to the inaccurate revenue recognition and valuation of contract
assets specically related to determining the percentage of completion for the sale of zero-emission buses
(including the risk of management override of controls) in the description of our audit approach for the key
audit matter “Fraud risk related to revenue recognition”.
We considered available information and made enquiries of relevant executives, directors (including legal,
compliance and human resources) and the supervisory board.
The fraud risk we identied, enquiries and other available information did not lead to specic indications for
fraud or suspected fraud potentially materially impacting the view of the nancial statements.
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OUR AUDIT RESPONSE RELATED TO RISKS OF NON-COMPLIANCE WITH LAWS AND
REGULATIONS
We assessed factors related to the risks of non-compliance with laws and regulations that could reason-
ably be expected to have a material effect on the nancial statements from our general industry experi-
ence, through discussions with the management board, reading minutes and performing substantive tests of
details of classes of transactions, account balances or disclosures.
We also inspected lawyers’ letters and correspondence with regulatory authorities and 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
As disclosed in section Going concern in Note 3 to the nancial statements, management made a specic
assessment of the company’s ability to continue as a going concern and to continue its operations for at least
the next 12 months. We discussed and evaluated the specic assessment with the management board exer-
cising professional judgment and maintaining professional skepticism. We considered whether the manage-
ment board’s going concern assessment, based on our knowledge and understanding obtained through our
audit of the nancial statements or otherwise, contains all events or conditions that may cast signicant
doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the nancial state-
ments or, if such disclosures are inadequate, to modify our opinion.
Based on our procedures performed, we did not identify serious doubts on the entity’s ability to continue as a
going concern for the next 12 months.
Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause a company to cease to continue as a going concern.
OUR KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgment, were of most signicance in our audit
of the nancial statements. We have communicated the key audit matters to the supervisory board. The key
audit matters are not a comprehensive reection of all matters discussed.
Fraud risk related to the occurrence of revenue recognition
Risk
As presented in Note 6 to the consolidated nancial statements, revenue from contracts with customers resulting
from the sale and supply of zero-emission buses for the year ended 31 December 2021 amounted to €24.3 million.
The revenue recognised is based on estimates and assumptions that require signicant management judgment.
At each reporting date management assesses the progress towards the complete satisfaction of the performance
obligations taking into account all aspects in order to nalize the projects in line with contractual agreements.
Inherent to the nature of estimates and assumptions is that these could be inuenced by the management board
and consequently we identied the risk of inappropriate revenue recognition and inaccurate valuation of the
contract assets (as mentioned in the section Our audit response related to fraud risks), specically relating to the
determination of the percentage of completion.
Therefore we consider this a key audit matter.
Our audit approach
Our audit procedures included, amongst others, assessing the appropriateness of the Company’s accounting
policies related to revenue recognition according to IFRS 15 “Revenue from contracts with customers” and
whether the accounting policies have been applied consistently or whether changes, if any, are appropriate in
the circumstances. In addition, we evaluated the design and implementation of internal controls related to the
completeness, accuracy and timing of the revenue recognised.
In order to evaluate the signicant judgements and estimates made by management, we read supporting
contractual agreements, obtained evidence of transfer of control such as proof of delivery, tested the costs
incurred, examined computation of costs progression and assessed the reasonableness of the estimated cost to
complete included in the cost-to-cost method for performance obligation recognised over time. In addition, we
have also observed the work in progress at year-end.
Finally, we have performed back testing procedures over management’s estimate of the progress measure for
the 2.2 buses to assess the reasonableness of the assumptions made by management.
We evaluated the disclosures in accordance with the requirements of EU-IFRS relevant to accounting esti
-
mates and whether signicant judgments by management are disclosed and particularly whether disclosures
adequately convey the degree of estimation uncertainty and the range of possible outcomes.
Key observations
We concur with the estimates and assumptions made by management relating to revenue recognition and
assessed that the related disclosures is in accordance with IFRS 15. Furthermore, we have assessed that the
revenue recognised including the related direct costs and the accompanying management assumptions and
estimates are within an acceptable range.
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Acquisition of Pondus and valuation of the related goodwill
Risk
Ebusco Holding N.V. has acquired 80% of shares in Pondus Holding B.V. in 2021. As part of the Purchase
Price Allocation (PPA), the Company has recognised goodwill which amounted to €39.3 million. Consid-
ering the nature, assumptions and complex accounting involved in performing the Purchase Price Allo-
cation, we have identified a key audit matter in relation to the significant risk with regard to valuation
of goodwill. The management board has disclosed the acquisition of Pondus in Note 5 of the financial
statements.
Our audit approach
We audited the accounting for the acquisition of Pondus Holding B.V. As part of our audit procedures we
focused on the assumptions and methodologies used by management in performing the PPA. Given
the complexity around this topic, we involved our internal valuation specialists to evaluate the valua-
tion methodologies used by management and challenged the main assumptions by comparing them
to historical trends and external data. A significant amount of the purchase consideration of the Pondus
Holding B.V. resulted in the recognition of goodwill.
Furthermore, we have reconciled the PPA calculation to underlying source documentation and we have
tested whether the accounting applied met the criteria and disclosure requirements of IFRS 3 “Business
combinations”.
Key observations
We consider management’s key assumptions and estimates to be within an acceptable range. We assessed
that the disclosures related to the acquisition (Note 5) in the financial statements are appropriate.
REPORT ON OTHER INFORMATION INCLUDED IN THE ANNUAL
REPORT
The annual report contains other information in addition to the nancial statements and our auditor’s report
thereon.
Based on the following procedures performed, we conclude that the other information:
• Is consistent with the nancial statements and does not contain material misstatements
• Contains the information as required by Part 9 of Book 2 for the management board 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
2:145subsection2 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 nancial statements or otherwise, we have considered whether the other information contains mate
-
rial 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 DutchStandard 720. The scope of the procedures
performed is substantially less than the scope of those performed in our audit of the nancial statements.
The management board is responsible for the preparation of the other information, including the manage-
ment board 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. Management and the supervisory board are responsible for
ensuring that the remuneration report is drawn up and published in accordance with Sections2:135b and
2:145subsection2 of the Dutch Civil Code.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
AND ESEF
ENGAGEMENT
We were engaged by the management board as auditor of Ebusco Holding N.V. on 30 October 2020, as of the
audit for the year 2019 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
specic requirements regarding statutory audit of public-interest entities.
EUROPEAN SINGLE ELECTRONIC REPORTING FORMAT (ESEF)
Ebusco Holding N.V. has prepared the annual report in ESEF. The requirements for this are set out in the Dele-
gated Regulation (EU) 2019/815 with regard to regulatory technical standards on the specication 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 consol-
idated nancial statements, as included in the reporting package by Ebusco Holding N.V., complies in all
material respects with the RTS on ESEF.
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The management board is responsible for preparing the annual report, including the nancial statements,
in accordance with the RTS on ESEF, whereby management 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.
Our procedures, taking into account Alert 43 of the NBA (the Netherlands Institute of Chartered Accountants),
included amongst others:
• Obtaining an understanding of the entity’s nancial reporting process, including the preparation of the
reporting package
• Obtaining the reporting package and performing validations to determine whether the reporting package
containing the Inline XBRL instance document and the XBRL extension taxonomy les, has been prepared
in accordance with the technical specications as included in the RTS on ESEF
•
Examining the information related to the consolidated nancial statements in the reporting package to deter-
mine whether all required mark-ups have been applied and whether these are in accordance with the RTS on ESEF
DESCRIPTION OF RESPONSIBILITIES REGARDING THE FINANCIAL
STATEMENTS
RESPONSIBILITIES OF MANAGEMENT AND THE SUPERVISORY BOARD FOR THE FINANCIAL
STATEMENTS
Management is responsible for the preparation and fair presentation of the nancial statements in accor-
dance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code. Furthermore, management is responsible
for such internal control as management determines is necessary to enable the preparation of the nancial
statements that are free from material misstatement, whether due to fraud or error.
As part of the preparation of the nancial statements, management is responsible for assessing the company’s
ability to continue as a going concern. Based on the nancial reporting framework mentioned, management
should prepare the nancial statements using the going concern basis of accounting unless management
either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.
Management should disclose events and circumstances that may cast signicant doubt on the company’s
ability to continue as a going concern in the nancial statements.
The supervisory board is responsible for overseeing the company’s nancial 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 sufcient 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 errors and fraud 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 inuence the economic decisions of users taken on the basis of these
nancial statements. The materiality affects the nature, timing and extent of our audit procedures and the
evaluation of the effect of identied 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 identied, and obtaining audit evidence that is suf-
cient 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 esti-
mates and related disclosures made by management
• Evaluating the overall presentation, structure and content of the nancial statements, including
the disclosures
• Evaluating whether the nancial statements represent the underlying transactions and events in a manner
that achieves fair presentation
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COMMUNICATION
We communicate with the supervisory board regarding, among other matters, the planned scope and timing
of the audit and signicant audit ndings, including any signicant ndings in internal control that we identify
during our audit. In this respect we also submit an additional report to the audit committee of the supervisory
board in accordance with Article11 of the EU Regulation on specic 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 reason-
ably 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 signicance in the audit of the nancial 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.
Eindhoven, 11 April 2022
Ernst & Young Accountants LLP
signed by J.C.F. Lemmens
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126
FOUR YEAR OVERVIEW
2021 2020 2019 2018
Results (in thousands of euro)
Revenue 24,265 99,994 48,924 21,357
Gross prot
1/2
1,220 39,657 16,785 7,374
Result for the year (26,797) 16,659 3,374 391
Result for the year attributable to Equity holders of the Group
(26,388) 16,659 3,374 391
EBITDA
2/3
(34,240) 27,135 8,775 3,218
Underlying EBITDA
2/4
(20,546) 27,135 8,775 3,218
EBIT
2/5
(39,571) 23,776 5,463 821
Underlying EBIT
2/6
(25,877) 23,776 5,463 821
Capital expenditure
2/7
(4,932) (3,814) (418) (1,997)
Net cash ow from operating activities (19,390) (11,427) (4,959) 3,121
Net cash ow from investing activities (27,284) (3,994) (194) (2,247)
Net cash ow from nancing activities 227,734 39,473 (1,337) 6,693
Free cash ow
2/8
(25,574) (15,878) (5,457) 1,039
Balance sheet (in thousands of euro)
Total Assets 332,715 104,459 35,271 31,267
Total Equity 303,948 28,042 11,937 8,748
Net debt, excluding lease liabilities
2/9
(207,245) 31,203 13,470 6,642
Net debt, including lease liabilities
2/10
(198,863) 32,985 15,120 8,421
Net working capital
2/11
41,321 58,540 20,297 5,873
Capital employed
2/12
311,662 42,298 18,239 14,905
Ratios
Gross prot as % of revenue 5.0% 39.7% 34.3% 34.5%
EBITDA as % of revenue (141.1%) 27.1% 17.9% 15.1%
Underlying EBITDA as % of revenue (84.7%) 27.1% 17.9% 15.1%
EBIT as % of revenue (163.1%) 23.8% 11.2% 3.8%
Underlying EBIT as % of revenue (106.6%) 23.8% 11.2% 3.8%
Non-nancial
Orders received (# buses) 240 39 191 102
Buses delivered (# buses) 139 103 101 5
km (in millions) driven
13
39 17
Full-time employees per year-end, excluding temporary employees
219 124 89 44
Full-time employees yearly average, excluding temporary employees
171 106 59 34
Full-time employees per year-end, including temporary employees
309 145 105 57
Full-time employees yearly average, including temporary employees
227 122 76 46
Number of shares outstanding (in thousands)
At year-end
14
59,039 44,999 44,999 44,999
On average
14
47,502 44,999 44,999 44,999
Per ordinary share
Basic earnings per share
14
(0.56) 0.37 0.07 0.01
Highest share price 31.30 - - -
Lowest share price 21.85 - - -
Share price at year-end 27.00 - - -
2021 2020 2019 2018
Notes:
1
Gross prot is dened as the Group’s top-line earnings, being total revenue, less cost of materials (being the direct costs of goods sold materials, excluding employee expenses).
2
These items are non-IFRS Measures. For further information about these non-IFRS Measures, and the reasons why we believe they are important for an understanding of the
performance of our company, please refer to our commentary on non-IFRS Measures as of page 127.
3
EBITDA is dened as operating result plus depreciation and amortisation expenses.
4
Underlying EBITDA is dened as operating result plus depreciation and amortisation expenses, adjusted for one-offs, gains and losses on the sale of assets,
restructuring and related charges, and other items considered not to be directly related to the underlying operating performance.
5
EBIT is dened as operating result.
6
Underlying EBIT is dened as operating result adjusted for impairments of non-current assets, gains and losses on the sale of assets, restructuring and related charges, and other
items considered not to be directly related to the underlying operating performance.
7
Capital expenditure is dened as the sum of “investments in property, plant and equipment” and “investments in intangible assets” from the Consolidated Statement of Cash Flows.
8
Free cash ow is dened as the sum of net cash from operating and investing activities, excluding the acquisition and disposal of subsidiaries, associates and other equity
investments, and dividends from associates; including repayment of lease liabilities.
9
Net debt excluding lease liabilities is dened as the non-current and current loans and borrowings minus cash and cash equivalents.
10
Net debt including lease liabilities is dened as the non-current and current loans and borrowings, including lease liabilities, minus cash and cash equivalents.
11
Net working capital is dened as inventories plus trade receivables and contract assets minus trade payables and contract liabilities.
12
Capital employed is dened as total assets less current liabilities.
13
Data for 2019 and 2018 not available.
14
The number of ordinary shares outstanding in 2018, 2019 and 2020 has been adjusted for the capital restructuring in 2021 in preparation for the Initial Public Offering.
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NON-IFRS MEASURES
Certain discussions and analyses set out in this Annual Report include measures which are not dened by
IFRS. We believe this information, along with comparable IFRS-measures, is useful to investors and other
stakeholders because it provides a basis for measuring our operating performance. The Management Board
also uses these measures, along with the most directly comparable IFRS-measures, in evaluating operating
performance.
GROSS PROFIT
Gross Prot is dened as the Group’s top-line earnings, being total revenue, less cost of materials (being
the direct costs of goods sold, excluding employee expenses). We believe this measure provides valuable
additional information because it allows investors and other stakeholders to analyse the gross margin of our
buses sold. In addition, Gross Prot is a key measure used internally to evaluate (sales) performance.
Gross prot is calculated as follows (in thousands of euro):
2021 2020
Revenue 24,265 99,994
Cost of materials (23,045) (60,337)
Gross prot 1,220 39,657
EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTISATION (EBITDA)
EBITDA is Result for the year before net nance costs, income taxes, result from associates and depreci-
ation and amortisation. Thus, EBITDA is dened as operating result plus depreciation and amortisation
expenses. We believe this measure provides valuable additional information because it allows investors and
other stakeholders to analyse the protability between companies and industries by eliminating the effect of
non-operating decisions like interest expenses, tax rates and non-cash items like depreciation and amortisa-
tion, hence facilitating focus on operating performance. In addition, EBITDA is a key measure used internally
to evaluate performance.
The reconciliation of Result for the year to EBITDA is as follows (in thousands of euro):
2021 2020
Result for the Year (26,797) 16,659
Amorisation & depreciation expenses 5,331 3,359
Finance expenses (net) 4,240 1,289
Share of result from associates (7,427) 112
Income taxes (9,587) 5,716
EBITDA (34,240) 27,135
UNDERLYING EBITDA
Underlying EBITDA is dened as operating result plus depreciation and amortisation expenses, adjusted for
one-offs, gains and losses on the sale of assets, restructuring and related charges, and other items consid-
ered not to be directly related to the underlying operating performance.
The reconciliation of EBITDA to underlying EBITDA is as follows (in thousands of euro):
2021 2020
EBITDA (34,240) 27,135
Euronext listing expenses 4,755 -
Extraordinary compensation 5,000 -
Climate system expenses 3,939 -
Underlying EBITDA (20,546) 27,135
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2021 ONE-OFFS ARE:
• Euronext listing expenses recognised in the Consolidated Statement of Prot or Loss and Other Compre-
hensive Income. These expenses amounted to €4,755 in 2021;
• One-off compensation related to the termination of a success fee agreement with the CFO amounted to
€5,000;
• Expenses occurred to replace the climate system in buses for one of our customers. Expenses have been
recognised in the Consolidated Statement of Prot or Loss and Other Comprehensive Income, whilst poten-
tial income, awaiting a settlement or nal court hearing has not been recognised. This has been recognised
as a Contingent Asset. Refer the Note 25. These expenses amounted to €3,939 in 2021.
EARNINGS BEFORE INTEREST AND TAXES (EBIT)
EBIT is Result for the year before net nance costs, income taxes and result from associates. Thus, EBIT
is dened as operating result. We believe this measure provides valuable additional information because it
allows investors and other stakeholders to analyse the protability between companies and industries by
eliminating the effect of non-operating decisions like interest expenses and tax rates. hence facilitating
focus on operating performance. The reconciliation of Result for the year to EBIT for the year is as follows (in
thousands of euro):
2021 2020
Result for the Year (26,797) 16,659
Finance expenses (net) 4,240 1,289
Share of result from associates (7,427) 112
Income taxes (9,587) 5,716
EBIT (39,571) 23,776
UNDERLYING EBIT
Underlying EBIT is dened as operating result adjusted for impairments of non-current assets, gains and
losses on the sale of assets, restructuring and related charges, and other items considered not to be directly
related to the underlying performance.
The reconciliation of EBIT to underlying EBIT is as follows (in thousands of euro):
2021 2020
EBIT (39,571) 23,776
Euronext listing expenses 4,755 -
Extraordinary compensation 5,000 -
Climate system expenses 3,939 -
Underlying EBIT (25,877) 23,776
FREE CASH FLOW
Free cash ow is dened as the sum of the cash from operating and investing activities, excluding the acqui-
sition and disposal of subsidiaries, associates and other equity investments, and dividends from associates,
including repayment of lease liabilities. Free cash ow reects an additional way of assessing our liquidity
that we believe is useful to investors and other stakeholders because it represents cash ows that could be
used to fund our strategic initiatives, including the scale-up of the manufacturing of the Ebusco 3.0.
The reconciliation of the increase in cash and cash equivalents to free cash ow is as follows (in thousands
of euro):
2021 2020
Net cash from operating activities (19,390) (11,427)
Net cash from investing activities (27,284) (3,994)
Payment of principal portion of lease liabilities (1,244) (457)
Investment in subsidiaries, associates 22,344 -
Free cash ow (25,574) (15,878)
NET DEBT, EXCLUDING LEASE LIABILITIES
Net debt, excluding lease liabilities is dened as the non-current and current loans and borrowings minus
cash and cash equivalents. Our net debt reects our ability to meet our debt obligations if these were due
immediately.
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The net debt, excluding lease liabilities is calculated as follows (in thousands of euro):
As at 31 December
2021
As at 31 December
2020
Loans and borrowings - non-current 463 12,877
Loans and borrowings - current 215 45,188
Cash and cash equivalents (207,923) (26,862)
Net debt excluding lease liabilities (207,245) 31,203
NET DEBT, INCLUDING LEASE LIABILITIES
Net debt, including lease liabilities is dened as the non-current and current loans and borrowings, including
lease liabilities minus cash and cash equivalents. Our net debt reects our ability to meet our debt obligations
if these were due immediately.
The net debt, including lease liabilities is calculated as follows (in thousands of euro):
As at 31 December
2021
As at 31 December
2020
Loans and borrowings - non-current 463 12,877
Lease liabilities - non-current 7,250 1,238
Loans and borrowings - current 215 45,188
Lease liabilities - current 1,132 544
Cash and cash equivalents (207,923) (26,862)
Net debt including lease liabilities (198,863) 32,985
NET WORKING CAPITAL
Our net working capital is dened as inventories plus trade receivables and contract assets minus trade
payables and contract liabilities. We believe this measure provides valuable additional information to inves-
tors and other stakeholders because it represents Ebusco’s liquidity and the short-term nancial health of the
company. In addition, net working capital is a key measure used internally to evaluate (short-term) liquidity.
Net working capital is calculated as follows (in thousands of euro):
As at 31 December
2021
As at 31 December
2020
Inventories 22,330 3,640
Trade receivables 16,598 1,863
Contract assets 13,450 59,989
Trade payables (10,883) (6,762)
Contract liabilities (174) (190)
Net working capital 41,321 58,540
CAPITAL EMPLOYED
Capital employed is dened as total assets less current liabilities. This key gure provides valuable insight
into how well the company is investing its money to generate prots.
Capital employed is calculated as follows (in thousands of euro):
As at 31 December
2021
As at 31 December
2020
Total assets 332,715 104,459
Current liabilities (21,053) (62,161)
Capital employed 311,662 42,298
GROSS PROFIT AS % OF REVENUE
Gross prot as % of revenue is calculated as follows (gross prot and revenue in thousands of euro):
2021 2020
Gross prot 1,220 39,657
Revenue 24,265 99,994
Gross prot % of revenue 5.0% 39.7%
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ANNUAL REPORT EBUSCO 2021
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATIONINTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
EBITDA AS % OF REVENUE
EBITDA as % of revenue is calculated as follows (EBITDA and revenue in thousands of euro):
2021 2020
EBITDA (34,240) 27,135
Revenue 24,265 99,994
EBITDA % of revenue (141.1%) 27.1%
UNDERLYING EBITDA AS % OF REVENUE
Underlying EBITDA as % of revenue is calculated as follows (underlying EBITDA and revenue in thousands of euro):
2021 2020
Underlying EBITDA (20,546) 27,135
Revenue 24,265 99,994
Underlying EBITDA % of revenue (84.7%) 27.1%
EBIT AS % OF REVENUE
EBIT as % of revenue is calculated as follows (EBIT and revenue in thousands of euro):
2021 2020
EBIT (39,571) 23,776
Revenue 24,265 99,994
EBIT % of revenue (163.1%) 23.8%
UNDERLYING EBIT AS % OF REVENUE
Underlying EBIT as % of revenue is calculated as follows (underlying EBIT and revenue in thousands of euro):
2021 2020
Underlying EBIT (25,877) 23,776
Revenue 24,265 99,994
Underlying EBIT % of revenue (106.6%) 23.8%
ANNUAL REPORT EBUSCO 2021
131
SALES SUPPORT TENDER SUPPORT ENGINEERING
PROJECT
MANAGEMENT
CHINA SUPPLY CHAIN PROCUREMENT HR FINANCE IT
CCO COO CPO CFO
R&D
COMMERCIAL
COUNTRY DIRECTORS
CEO
CTO
ENERGY
MARKETING
ORGANISATION EBUSCO
INTRODUCTION MANAGEMENT BOARD REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION
131
132
COLOPHON
This annual report is a publication by Ebusco.
Ebusco
Vuurijzer 23
5753 SV Deurne
The Netherlands
T +31 (0)88 1100 200
E info@ebusco.nl
www.ebusco.nl
Editing and texts
Ebusco
Lindner & van Maaren
Design and layout
Monter, Amsterdam