We go far
Annual Report and Accounts
for the year ended 31 December 2021
Company Number: 13544823
Eurowag is a leading
pan-European integrated
payments and mobility platform
focused on the commercial road
transportation (“CRT”) industry.
We make the CRT industry life simpler,
by connecting business owners, drivers,
dispatchers and accountants with
merchants in the energy network, toll
chargers and other roadside and mobility
service providers. We do this by creating
a comprehensive suite of services across
payment and mobility solutions.
OUR VISION
To democratise commercial road
transportation through a technological
revolution.
OUR PURPOSE
To create sustainable financial and
technological solutions for the benefit of
our industry, society and the environment.
OUR MISSION
To become the ultimate on-road mobility
platform, creating better business
opportunities across the industry.
Catch up with all of our latest news at
https://www.eurowag.com
https://investors.eurowag.com
We operate in
30
countries
Serving
15,020
active payment
solutions customers
Operating
82,640
active payment
solutions trucks
We provide access to
approximately
17,000
fuel stations
We have over
25
years of innovation
and dynamic growth
In 2021, we processed
approximately
32.5m
payment solutions
transactions
Each year, we donate
1%
of EBIT to charitable
causes
There are more than
1,000
employees in 18 sales oces across Europe
And over
360,000
charging points
across Europe
Our payments customers
consume
2.83
products on average
In 2021, we listed on the London Stock Exchange and raised
€200m
of equity capital
Net revenue retention
>110%
CONTENTS
Strategic report
Eurowag at a glance 01
Q&A with Eurowag’s CEO 02
Why Invest in us? 04
Group Highlights 05
Chairman’s Statement 06
Growing with a positive impact 08
Marketplace 10
Our Business Model 16
Case Study- How we acquire and
grow our customers 24
Our end-to-end ecosystem 26
Our purpose, values,
strategy and culture 32
Our Key Performance Indicators 34
Chief Executive Officers
Statement 36
Financial Review 40
Risk Management 48
Viability Statement 56
Our Engagement with
Stakeholders 59
Responsibility and Sustainability 64
Non-Financial Reporting
Statement 92
Governance
Board of Directors 96
Corporate Governance Report 100
Nomination Committee Report 109
Audit and Risk Committee Report 112
Remuneration Report 120
Directors’ Report 142
Financial Statements
Independent Auditors’ Report 150
Consolidated Statement of
Comprehensive Income 160
Consolidated Statement of
Financial Position 161
Consolidated Statement of
Changes In Shareholders’ Equity 162
Consolidated Statement of
Cash Flows 163
Notes to the Financial
Statements 164
Company Statement of Financial
Position 223
Company Statement of Changes
in Shareholders’ Equity 224
Notes to the Financial
Statements 225
Company information 231
01
Annual Report and Accounts EUROWAG
STRATEGIC REPORT
Eurowag at a Glance
Q Q
A A
Commercial road transportation (“CRT”)
is a fragmented market, dominated by
family-owned small and medium-sized
enterprise (“SME”) fleet operators that
historically have had low access to
capital and largely analogue operations.
Significant in-journey costs are incurred
remotely, by a lone employee, with
multiple merchants and often in more
than one currency. This is complex to
track and vulnerable to fraud. Working
capital is also a major challenge, as
operators need to finance the cost of
transporting their loads before they are
paid for, doing so up to 90 days after
delivery. I am an entrepreneur by nature
and so I founded Eurowag to address
these pain points, initially by providing
essential payment services, which
acted as an entry point to a platform of
technology enabled services.
Through technology, I wanted to
democratise CRT and help our customers
compete and grow in a low-carbon, digital
economy. At the heart of our purpose is
the desire to create sustainable financial
and technological solutions for the
benefit of our industry, society and the
environment. Ever since people have
been able to use computers and mobile
phones to authorise transactions, we
have been innovating through technology
and data to transform the CRT industry
to help our customers and partners grow.
Now we have listed on the London Stock
Exchange, a great market for technology
stocks. This is an important demonstration
of our commitment to governance, as well
as our confidence in our exciting growth
plan. Our story has always been about
long-term sustainable growth, and our
listing starts the next chapter.
Our fuel cards created a
business-critical partnership between
Eurowag and our customers, which
remains a key pillar of our business.
Our fuel cards have evolved into a
closed loop payment card covering all
significant in-journey costs including
toll payments, secure parking,
truck wash and repair shops. This
enables the operator to receive a
comprehensive, real-time record of
the diverse payments made across a
freight trip. With our services deeply
tied into the operations of SMEs
across the CRT industry through our
fuel cards, we were well placed to
expand our offering with data-based
services. The Eurowag of today is a
data led technology enabler, providing
SME fleet operators with the benefits
of digitalisation through our mobile
apps and vehicle telematics.
Our products and services now help
simplify back-office performance for
fleet operators by automating data
exchange and analytics and enabling
connectivity by reducing the friction
between systems. Our technology
helps our customers improve financial
record keeping, reduce fraud and
increase reliability of job execution.
Our on-board payment and telematics
device enables the digitalisation of the
operator’s entire fleet, providing real
time data – truck by truck, driver by
driver. This provides access to a broad
platform of digital solutions, which
boosts fleet efficiency and reliability
through route optimisation, expense
tracking/analysis, monitoring/improving
driver decision making and behaviour.
As the founder and
CEO of Eurowag,
what did you set out
to achieve?
Eurowag began as a
fuel card company –
are you now a
tech company?
Martin Vohánka
Chief Executive Officer
02
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
STRATEGIC REPORT
Q&A with Eurowag’s CEO
Q Q Q
A A A
We are deeply embedded in the
operations of our customers,
enabling visibility of pain points and
opportunities across the industry.
Thanks to our data-driven insights,
we can develop or acquire the
optimal products and services,
and integrate them on our scalable
business platform. Through enabling
digitalisation for our customers,
we are able to continue to expand
our platform of connected systems
and products with new offerings.
In addition, our listing raises the
profile of our business and helps
attract the talented people we need
for growth. It also prepares us for
acquisition opportunities, which is
one of the pillars of our strategy. All in
all, Eurowag is a growing, profitable,
cash-generative business, with a well
capitalised balance sheet, and quite
apart from our growth to date, we are
well positioned for further growth.
The industry we serve still uses
vehicles that run on fossil fuels,
operated by human drivers, to deliver
goods that people need. However, the
world is changing fast. The pandemic
has accelerated society’s transition
from cash to card and from card to
virtual payments, to our benefit. With
our stake in Drivitty, we’re giving new
meaning to mobile and contactless
payments. Regulatory initiatives such
as open banking will help us disrupt
the way people pay even faster. In
addition, eMobility and autonomous
vehicles are distinct global
megatrends. Our business model is
energy agnostic and is positioned
to support our customers through
industry change, providing data-
led services to navigate disruption.
Uberisation – that is, commoditisation
of services through new digital
platforms – will help shippers and
carriers connect faster. This helps us
reduce performance risk through real-
time data. Through acquiring a stake
in Last Mile Solutions, we are able to
accelerate our focus on sustainable
transportation by providing
industry-leading eMobility services,
helping us to expand into the middle
and last mile. Vehicle manufacturers
are becoming an important sales
channel for our products, as well as
a potential consumer of our services,
so we have further expanded our
Automotive business unit. Yes, the
world is changing fast, and we play
a key role in the new world, which is
where our growth will come from.
Yes, it’s not just technology that is
changing, people’s expectations of
businesses are changing too, and we
recognise our responsibility to the
world we all live in. There is much
we already do, and more we can
do, to help protect the environment
and combat climate change. We use
our position to enable faster energy
transition and to diversify energy
sales to a wide range of sources,
such as LNG, CNG, electricity and
future fuels such as hydrogen.
We understood the potential of
digitalisation early, as drivers turned
from maps to navigation systems,
so we acquired a stake in Sygic,
which in turn built technology talent
and development resources through
Road Lords. Our real-time traffic
data makes transport more efficient
by optimising routes and preventing
service disruptions, and safer by
managing traffic and improving
driving styles. Through our telematics
systems, we help enforce regulations
and monitor vehicle status. Our
technology also helps tackle social
issues such as driver loneliness and
poor working facilities and conditions.
Improving standards across the
industry can help operators employ
and retain people. Our aim is for
our success to benefit all our
stakeholders, and that is something
we work hard at every day.
What has allowed
Eurowag to enjoy such
impressive growth?
What gives you the
confidence in this
future growth?
Talking of the wider world,
what role can you play in
improving environmental
and social impacts?
STRATEGIC REPORT
Annual Report and Accounts EUROWAG
03
Resilient
growth
through multiple economic cycles
with net energy and services sales
2
CAGR of 15.6% for 2019–2021
Well-capitalised
balance sheet supporting further growth
Access
to data
from more than 100k
connected trucks
Strong
management
team and Board of Directors with UK plc experience
Loyal
customer base
>110% net revenue retention
1
Profitable and
cash-generative
business model with 46% Adjusted EBITDA margin
1
Significant
market
opportunity with €25-40b TAM
in market with disruptions
1
Please refer to Key Performance Indicators on page 34 for a definition.
2
Please refer to Alternative Performance Measures on page 188 for a definition.
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
04
STRATEGIC REPORT
Why Invest in us?
STRATEGIC
INITIAL PUBLIC OFFERING
In October 2021 Eurowag listed on the
London Stock Exchange. Our shares are
trading under the symbol WPS.
We strengthened our balance sheet by
raising €200mn in equity capital to support
further growth.
GOVERNANCE
We expanded our management team and
established a new Board of Directors with
UK PLC experience.
MERGERS & ACQUISITIONS
We completed the acquisition of ADS and
started integrating the customer portfolio,
providing easy access to the full suite of
products and services offered by the Group.
We acquired minority stakes in KomTeS, Drivitty
and Last Mile Solutions, positioning for future
growth especially in digital payments and
e-Mobility.
We announced the intended acquisition of
WebEye, to increase the penetration in our
key markets, expand cross-sell and up-sell
opportunities, and acquire more data from the
connected vehicles.
EXPANDING DIGITAL PLATFORM
Introduced specialized modes for Dispatchers
and Drivers on the Road Lords platform, and
launched the Eurowag mobile application for
easy access to products and services.
Activated access to the new electronic tolling
systems in Austria, Belgium and Poland, followed
by the EETS pilot in Germany in 2022.
21 15,020
19 11,919
20 13,180
18 9,114
21 82,640
19 66,592
20 72,884
18 50,113
21 32.5m
19 26.6m
20 29.1m
18 18.4m
21 153.1
19 114.6
20 128.6
18 73.7
NET ENERGY AND
SERVICES SALES
2
m
21 45.5
19 41.1
20 45.6
18 35.1
ADJUSTED EBITDA
MARGIN
2
21 69.7
19 47.1
20 58.6
18 25.9
ADJUSTED
EBITDA
2
m
21 5.77
20 4.83
ADJUSTED BASIC EARNINGS
PER SHARE
2
(cents)
21 (0.89)
20 0.91
NET LEVERAGE
3
CUSTOMERS
The average number of
payment solutions active
customers
1
rose from 13,180
to 15,020, representing 14%
year-on-year growth.
TRUCKS
The average number of
payment solutions active
trucks
1
rose from 72,884 to
82,640, representing 13%
year-on-year growth.
TRANSACTIONS
The number of payment
solutions transactions
1
rose
from 29.1m to approximately
32.5m, representing 12%
year-on-year growth.
FOCUS ON CROSS SELL
AND UP SELL
Our ability to cross-sell and
up-sell has produced net
revenue retention
1
for
OPERATIONAL
FINANCIAL
2
Please refer to Alternative Performance Measures on page 188 for a definition.
3
Please refer to Key Performance Indicators on page 34 for a definition.
21 1.54
20 3.76
BASIC EARNINGS PER SHARE
(cents)
21 17.7
20 28.8
PROFIT BEFORE TAX
m
1
Please refer to Key Performance Indicators on page 34 for a definition.
STRATEGIC REPORT
Annual Report and Accounts EUROWAG
05
Group Highlights
The Group is in a good
position to continue to
broaden its technological
foundations and capabilities
and make selected strategic
acquisitions to expand its
market offering.”
DEAR FELLOW
SHAREHOLDERS,
I am pleased to be introducing
Eurowag’s first Annual Report as a
Company listed on the London Stock
Exchange. It has been a momentous
year in Eurowag’s 26-year history.
In the years since 1995, the Group
has transformed into one of Europe’s
leading providers of solutions to the
commercial road transport (“CRT”)
industry through its integrated digital
payments and mobility platform – all
part of its vision for every company
in the sector, however small, to have
access to the benefits of digitisation
at scale.
I was honoured to be invited to be
the Chairman of W.A.G payment
solutions plc as the Group moves into
this new chapter of its history. I am
assisted by a strong Board, which
is embodied with a comprehensive
skill set and diverse background. I
have been encouraged by the unity
of the Executive and Non-Executive
Board members, with mutual learning
and appreciation clearly evident as
the boardroom dynamics begin to
materialise.
LISTING
On 13 October 2021, W.A.G payment
solutions plc was admitted to
trading on the London Stock
Exchange. I want to thank all those
within the business that helped
in this achievement through their
extraordinary effort and dedication in
difficult market conditions.
Trading in our shares has been
constrained by low liquidity and
by volatility in the global financial
markets. However, the fact that
Martin Vohánka, and the other
Shareholders, chose to list in London
underlines the Group’s ambition
and emphasis on good corporate
governance.
Following the listing, Eurowag is now
in a good position to continue to
broaden its technological foundations
and capabilities and make selected
strategic acquisitions to expand its
market offering. With its accelerated
growth plans, Eurowag can play an
integral role in the digitalisation of the
CRT industry.
Paul Manduca
Chairman
I am pleased to be
introducing Eurowag’s
first annual report as a
company listed on the
London Stock Exchange.
INTRODUCTION
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
06
STRATEGIC REPORT
Chairman’s Statement
STRATEGY
Throughout the IPO process, the
Group made clear its objectives to
become the ultimate on-road mobility
platform, creating better business
opportunities across the industry.
The Board was disappointed with
decision of the Ministry of Interior in
Hungary not to approve the proposed
acquisition of WebEye in its current
form, however we will continue to
assess options and remain committed
to the strategy set out at the IPO and
to further expanding our payments
and mobility platform.
Eurowag continues to aim for
sustainable growth for the future
with integrated services that reduce
the impact of our industry on the
environment, by reducing the ratio of
trips with empty loads and improving
road safety.
2021 PERFORMANCE
The Group has performed well in 2021
against a difficult macro-economic
background. Many industries have
been affected by the uncertainty
start recovery has only exacerbated
the difficulties faced by the CRT
industry. The Board will continue to
monitor the humanitarian tragedy in
Ukraine and our thoughts are with the
Ukrainian people at this time.
I am pleased to see that the business
performed in line with historical trends
and the medium-term guidance. The
top and bottom lines grew around
19%, delivering Net revenue of
EUR 153.1 million and adjusted EBITDA
of EUR 69.7 million for the year.
Key performance indicators also
continue to provide a solid base for
further growth. Eurowag is a strong
business, supported by its strong
track record of achieving profitability
and growth.
OUR EMPLOYEES
AND CULTURE
We are of course dependent on
the loyalty and dedication of our
personnel. Our Group consists of more
than 1,000 special individuals spread
around Europe, representing more
than 30 different nationalities, in
18 countries.
A number of the Non-Executive
Directors and I met many of our
colleagues in Prague after our listing,
and the entire Board is very much
looking forward to our site visits
later this year. One thing is clear
from our engagement, our people
are fundamental to the creation of
sustainable, financial and technology
solutions for the benefit of our
industry, society and the environment.
SUSTAINABILITY
ESG was among the first items on
the agenda at the Board’s inaugural
meeting following the IPO. Through
collaboration between Board
and Management, Eurowag has
strategy to support our purpose,
business strategy and future growth
opportunities.
This strategy was formed following
stakeholder feedback and was
developed specifically to address
the material governance, risk, social
and environmental challenges facing
Eurowag and the industries we
operate in.
I invite Shareholders to read more in
our Responsibility and Sustainability
section, which includes our reporting
against TCFD targets, from page 64
of this report.
LOOKING TO THE FUTURE
Despite the volatile geopolitical
situation, which may have a negative
impact on the European economy,
Eurowag remains a fast growing,
profitable, cash-generative business.
I want to thank Shareholders for
their investment in Eurowag. The
year ahead promises opportunity for
the Group. The Board looks forward
to making strong strategic and
operational progress in 2022. I again
want to thank all of our colleagues
who helped make 2021 a success.
Paul Manduca
Chairman
STRATEGIC REPORT
Annual Report and Accounts EUROWAG
07
The growth of our
business is
• profitable;
• cash generative; and
• resilient.
We continue to build the
business on the following
strategic pillars:
Accelerate digitalisation
in the commercial road
transportation (“CRT”)
industry, bringing new
partners onto our platform
to cross-sell and up-sell to
our existing customers.
Continue to build scale by
growing our customer base.
Geographic expansion,
exploring opportunities for
new regions and further
market penetration.
Unlock liquidity in the CRT
industry and build a platform
for third-party providers to
integrate their offerings.
Use data available on
the platform to facilitate
interactions between
participants in the CRT
industry and create an
integrated end-to-end
marketplace.
Growing in a responsible
and sustainable manner is
at the heart of our values.
We consider a broad range
of stakeholders and share in
our success by:
• helping customers grow
their fleets and expand
their business by
improving their
efficiency;
• helping partners grow
revenues through our
payment solutions;
• helping employees grow
their skills and succeed
in their career; and
• growing the value of our
business for investors.
GROWTH FROM EXISTING CUSTOMERS
GEOGRAPHIC EXPANSION AND MARKET PENETRATION
DIGITAL PLATFORM DEVELOPMENT
Focus on cross-selling and up-selling
to existing customers
We focus on retaining and expanding our
existing customer relationships, and this is
reflected in our high NPS scores and the
longevity of the relationships. Our proven
ability to cross-sell and up-sell has created
an attractive average net revenue retention
rate of over 110% and average customer
tenure of approximately 7.4 years.
We expect to support and improve these
figures by introducing new products
and services, such as eWallet and
Mobile Payment Management Services,
by expanding our European Electronic
Toll Service (“EETS”) capabilities, and
by expanding our platform to further
automate processes and create an even
more seamless experience for customers,
thus retaining them on our platform.
We also aim to advance our mobile
applications, enabling social interactions
that further deepens the relationship with
its customers.
•
• New toll access in Poland, Austria,
Belgium and Germany
• Deploying on-board unit integrating
toll and telematics, with anti-fraud
protection for payments
• Expanded the acceptance network for
roadside service payments
• Launched Eurowag mobile application
for easy access to customer accounts
Explore opportunities for
geographic expansion and further
market penetration
Use highly effective go-to-market strategy
for new customer acquisition
We acquire new customers through a
marketing strategy based on geographic
clusters, that uses three primary sales
channels to enable a decentralised sales
organisation for our products.
We plan to further expand our extensive
European payment network and increase
our market share within existing markets,
as well as expand into new regions
in Europe. Increased geographical
penetration will enable us to better
provide full coverage to customers.
• Completed ADS acquisition and
started integrating customers to
strengthen position in Iberia
• Rolled out digital sales channels in
western Europe to expand geographic
footprint
• Number of payment solutions active
customers rose from 13,180 to 15,020
representing 14% year-on-year growth
• Number of payment solutions
active trucks rose from 72,884 to
approximately 82,640, representing
13% year-on-year growth
Digital platform expansion
Continued digitisation of the CRT industry is
a clear trend, and one we are already at the
forefront of. We will continue to consolidate
our leadership by evolving towards an
integrated, end-to-end digital platform.
We aim to be a conduit for intermediating
payments and data exchange between
all parties, including, but not limited to,
shippers, carriers, merchants and other
partners. This will allow us to serve our
existing customers better and expand our
client base to include shippers and freight
forwarders.
• Rolled out Road Lords application for
use in the office and on the road
• Enabled payments for charging
stations on the Sygic application
• Launched digital customer onboarding
• Introduced automated scoring of
customer credit risk
• Offered supply-chain financing
solutions from third parties to
customers via EW Cash
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
08
STRATEGIC REPORT
Growing with a Positive Impact
ACCRETIVE M&A
ENVIRONMENTAL, SOCIAL AND GOVERNANCE
Pursue value-enhancing
acquisition opportunities
We have a proven record of acquisitions
and a history of successful integration.
We see acquisitions as a helpful tool for
building our platform and bringing the
next phase of efficient revenue and profit
growth.
Our key considerations for evaluating
acquisition opportunities include:
• enlarging our total addressable market
through new geographic regions
• broadening our total addressable
market through adjacent products and
services
• strengthening our market position in
existing markets
• accelerating the pace of our
strategy by acquiring the necessary
technologies for an integrated
end-to-end digital platform
• increasing customer life-time value
and retention
Our mergers and acquisitions team
constantly monitors the market with the
aim of making acquisitions consistent with
our strategy and financial discipline. When
evaluating an acquisition opportunity, we
always consider its potential impact on our
goals for sustainability and an inclusive
culture.
• Increased capital available for M&A by
primary issue in IPO
• Expanded M&A team
• Appointed Chief Performance
Officer responsible for post-merger
integrations
• Invested in Drivitty to enhance
mobile-payment capabilities, and
Last Mile Solutions to enable energy
transition
• Completed ADS acquisition as an
example of post-merger integration
• Announced potential WebEye
acquisition
We have a methodical approach
to ESG and reflect our values in
everything we do
Growing in a sustainable manner is at the
heart of our values, and we aim to create
sustainable financial and technological
solutions for the benefit of the CRT
industry, society and the environment.
As such, our ESG strategy places an
ongoing and strong emphasis on operating
responsibly, on being a leader in the
industry by exceeding best practice and
by helping transform the industry and
broader society. In practice, we focus
on: initiatives aimed at reducing GHG
emissions to help foster the transition
to clean mobility; addressing the
inefficiencies in the transport industry;
and improving the business results and
wellbeing of our CRT customers.
ENVIRONMENTAL
• Set a target to reduce emissions from
our own operations by 50% by 2030
Scope 3 baseline 2019 data
• Initiated a climate-risk assessment to
understand risks and opportunities
and report in line with TCFD
• Began renewable-energy purchasing
and investments across the Group
• Continued expansion of our alternative
and e-mobility solution offering in Europe
SOCIAL
• Refreshed and published policies
to support DEI, as well as human
rights including employees, including
equal opportunities, anti-bullying and
anti-harassment, health and safety
policy, and grievance policy and
severance principles and the Modern
Slavery and Anti-Trafficking policy
• Improving customers’ wellbeing
(connecting truck drivers via Road
Lords app, enabling access to clean
and safe facilities)
• Making roads safer (helping enforce
regulations, aiding driving style,
monitoring vehicle status)
• Promoting diversity, equity and
80% senior managers are international,
established target to reach 40% female
representation in leadership roles by
2025 and achieved a retention rate of
GOVERNANCE
• Formalised a new ESG strategy
including commitments that focus on
helping our customers compete and
grow in a low-carbon, digital future
• Established a sustainability function
and strengthened ESG governance,
including the appointment of Susan
Hooper as the Board-level ESG
champion
• Expanded the scope of ESG
performance metrics publicly reported
The intensive data processing requires strong dedication to meet the regulatory requirements in the area of
of these areas to be in line with the business standards, with the aim to exceed them.
DATA PROTECTION
STRATEGIC REPORT
Annual Report and Accounts EUROWAG
09
The commercial
road transport
market overview
We operate in the large and growing
European commercial road transport
(“CRT”) industry and offer companies
a comprehensive suite of payments
and mobility solutions to help them
to operate more efficiently. We focus
on the fleets of both international and
domestic small and medium-sized
enterprises (“SMEs”).
The industry is an essential pillar of
the economy, yet the current market
is still an under-served industry where
companies face multiple challenges
and needs in their day-to-day
operations. Industry annual turnover
in Europe is approximately more
than €350 bn and accounts for
75% of total European overall
freight transport by volume (figures
Eurostat).
According to market data, approximately 96% of the industry’s SMEs
have fewer than 50 employees, with limited opportunities to scale
their businesses. This results in lower bargaining power and provides
opportunities for service providers to differentiate through superior
products and services.
HIGHLY FRAGMENTED INDUSTRY
The digital adoption rate for logistics service providers is at 13%,
substantially lower than in most industries. Therefore, long-term digital
convergence is a substantial opportunity for our market.
LOW ADOPTION OF DIGITAL SOLUTIONS
Customers tend to be overburdened by having to often perform
equally complex and manual workload, when also truck drivers cope
with non-driving activities, which creates even more challenges to
the already highly complex and time-constrained job. The small size
of a typical operator hampers their ability to digitise, as this requires
investment.
LIMITED ABILITY TO OPTIMISE OPERATIONS
Our customers and partners are looking to streamline their operations
by seeking greater convenience, and hence prefer integrated solutions
through a single platform with end-to-end integration.
SMEs in the commercial road transport sector have fewer and costlier
opportunities to obtain capital from the primary finance providers, this is
usually due to the limited size, lack of established credit history, lack of
assets for collaterals and unstable working capital resulting in negative
cash flow. Due to this hurdle, many opportunities still exist to create
efficiencies through technology.
CONSTANT FOCUS ON OPTIMISING WORKING CAPITAL
Carriers must comply with sustainability and safety initiatives, as well
as local tax rules.
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
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STRATEGIC REPORT
Marketplace
9.1 million
commercial road transport
trucks in 2020
Circa
€10.1bn
in net revenue (2020) across
fuel-card payments, toll,
tax and other CRT market
solutions
Responsible for
75%
of European freight transportation
movements and constituting 5%
of European GDP
The market is expected to grow with a CAGR of
5%
until 2025
We estimate that the addressable market has the
potential to reach
€25–40bn
with the introduction of digitised
and integrated additional payment
and mobility solutions
The size of the European
commercial road
transport market
Road remains the dominant mode of transportation in
Europe. In 2020, there were approximately 9.1 million
commercial road transport (“CRT”) trucks in Europe
(estimates IHS Markit and Eurostat), 26% of them based
in Central and Eastern Europe.
In 2020, companies in the CRT sector spent €10.1 billion
in net revenues, pooled across fuel-card payments,
toll, tax and similar market solutions. This expenditure
is expected to increase to €12.7 billion by 2025,
of approximately 5%.
INDUSTRY TRENDS
The services we provide to our addressable market in
payments and mobility solutions have the potential to
expand significantly and reach an overall size in the
to trends in the digital optimisation of transportation
processes, the need for improved access to liquidity, and
an increase in demand for improved efficiency, reduced
emissions and regulatory compliance.
We believe we can capitalise on these developments by
developing an integrated digital platform that connects
participants in the commercial road transportation
industry. Using products and services available on the
platform will help our customers make their operations
more cost efficient and help them access opportunities
to expand revenues, ultimately accelerating the growth of
their businesses.
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STRATEGIC REPORT
We believe digital disruption is poised to create a substantial additional serviceable market opportunity
and expect it to result in:
Trend Description How do we address these trends?
Emergence of
digital freight
forwarding
(“DFF”) and
digital freight
exchanges
The market is experiencing a digitalisation
of the freight allocation process. Through
this, intermediary platforms can connect
shippers and hauliers in real time. One
of the primary benefits of this trend is
the ability for hauliers to better manage
empty loads by participating in a spot
market for freight.
• We are exploring options to connect shippers with carriers on our
integrated digital platform. Matching jobs with available capacity
would further improve efficiency in the commercial road transport
industry and help protect the environment by reducing empty miles.
A rise in
digital
payments
Digitalisation and growth in DFF are also
expected to accelerate digital payment
solutions and so increase the penetration
of alternative payment methods like our
fuel and toll cards, to the point where
all payments
• We are working on introducing digital payments across our merchant
partners, targeting primary energy payments.
• Introducing enhanced, predictive and mainly real-time security
measures, e.g. geo-corridoring or remote refuelling, preventing
fraudulent behaviour, and so saving unnecessary costs.
• Real-time processing provides an instant overview of spending,
allowing our clients better planning and financial operations
management.
• Automating the overall environment allows users to focus on what
is important and improve their business performance, with limited
engagement.
Financial
services
at scale
A rise in digital payments enables the
ability for providers to offer short-term
financing or tailored working capital.
• Digitalisation of the overall financial industry allows CRT players
access to alternative sources of liquidity.
• Different types of liquidity suit different products. We are ready to
provide credit-based, asset-based or other hybrid financing products.
• While a complex offering, it is simple on the user interface, with
embedded financing allowing for effective resolution of different user
requirements, and it can provide financing for customers with limited
credit history.
Direct
vehicle sale
by OEMs
As original equipment manufacturers
(“OEMs”) begin working directly with
platform providers, they may use them
as a sales channel for their new premium
vehicles. This may create the potential
for a new profit pool of the commission
on sales, with estimates of as much as
10% of a vehicle’s value for a sale on the
platform.
• We are developing strategic partnerships with major CRT OEM’s as
we see the automotive OEM’s as essential partners to sell, extend,
and complement our own products and services, improving CRT
customers’ efficiency and user experience.
European
electronic
toll service
(“EETS”)
More recently, the EU increased the push
on European member states to comply
with the European Electronic Tolling
Service, aiming to create a harmonised
EU-wide toll system to simplify the
administrative burden and reduce the
associated costs.
• We have taken the opportunity to build a proprietary EETS toll
payment solution, which from the outset integrates with our other
services, such as telematics along with fuel payment securitisation
and fraud prevention. This creates a growing market opportunity, with
barriers to entry for competitors, and expansion potential both on the
tolling network and through cross-sales to our other services.
• Solves complexity by simplifying the job for truckers with one product.
Lower carbon
mobility
As the number of electric vehicles (“EV”)
and alternative fuel vehicles rises, the
structural demand dynamics between
traditional fuel and lower carbon
substitutes changes.
• Digital solutions support greater energy efficiency.
• Eurowag promotes sustainability and enables the green transition of
the industry.
• We continue to expand our alternative energy and e-mobility
offerings.
• We ensure sufficient infrastructure, large acceptance network with
wide geographical coverage. We create industry partnerships to
advance the development of alternative fuels and e-mobility in the
sector.
• We focus on integrating data on charging points and electric vehicles,
to facilitate an e-mobility transition worldwide. This covers how to
lower charging and range anxiety and enhance the driving experience.
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STRATEGIC REPORT
Marketplace CONTINUED
GEOGRAPHIC PRESENCE
We are a pan-European Company
with origins in central and eastern
Europe, an area that represents an
under-served and rapidly growing
part of the European market.
From these origins, we have built
a pan-European payment network
for commercial road transport
(“CRT”) customers and merchants.
We split Europe into three
geographic clusters, covered by 18
sales offices – the Central Cluster
Lithuania, Poland, Slovakia, and
Ukraine), the Southern Cluster
Romania, Serbia, and Turkey)
France, Germany, Portugal and
Spain). We plan to further expand
our market share in existing
markets, and enter new regions
within Europe. We are also growing
our sales office in Germany, with the
intention of creating a DACH Cluster.
HOW WE SERVE OUR CUSTOMERS
We provide energy payments to our
customers through our bunkering
network (owned/rented truck parks
and supply partnership sites) and
through a network of acceptance
partners at approximately 17,000
outlets in 30 countries. These sites
are located on major transportation
routes and along Trans European
Network Transport corridors.
We provide our customers with
payment solutions for traditional
fuels (diesel, gasoline, adBlue) as
well as alternative fuels such as
LNG, CNG, biofuels. Additionally,
with our closed loop card, clients
can pay for a wide range of road
services. In 2021, our clients had
access to 230 parking locations,
890 washing and cleaning locations
and 390 truck-repair shops within
our sites and through partner
cooperation. In 2022, we plan to
extend our offer further by adding
both locations and partners.
COMPETITIVE LANDSCAPE
We face competition from many
companies, including international
oil companies, single-product
providers of fuel cards and other
mobility services, including,
telematics and fleet-management
providers, car manufacturers,
logistics brokers and domestic
freight-forwarding operators.
Except few bigger players with
complex offer and European
footprint, majority of these service
providers is focused on specific
single product or region, whereas
we offer an end-to-end integrated
solution across all products
and countries.
Our competitive advantage is in our
technological platform we have built,
which is able to combine products in
the best way for customer benefit.
High technological investment
together with time needed for build
are a barrier for other players to
compete with us directly.
Market with disruptions2020 2025
10
13
25–40
~3x increase
c.3x
Sources: Company and Company estimates
based on data as of May 2021; Allied Market
Fitch/BMI; Industry report.
Notes: Converted from USD to EUR at a fixed
estimates.
Growing serviceable addressable market driven by CRT digitalisation
Serviceable addressable market
HOW WE SERVE OUR CUSTOMERS
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STRATEGIC REPORT
EUROPEAN ENERGY
PAYMENTS MARKET
The European close loop card
market is experiencing strong
growth as a result of the need for
better transport management, an
increasing demand for payments
and financing for fuel-saving
products and services, and the
higher acceptance of fuel cards and
other new products that improve
security. Using close loop energy
payment cards brings many benefits,
such as preventing unauthorised
purchases, reducing energy costs,
payment for other services such as
toll, parking, washing, repairs etc.,
within closed merchant network,
low cost of payment processing,
short-term financing and tracking
non-fuel purchases and fleet
spending limits. The total European
fuel-card market, including passenger
fleets, which were heavily affected
by the pandemic in that year,
was approximately €156 billion of
processed volume in 2020 and is
expected to grow to approximately
to a volume of €361 billion by 2027,
Market Research).
EUROPEAN TOLL
PAYMENTS MARKET
The European toll market is also
expected to grow significantly due to
planned investment in infrastructure
and the deployment of efficient
traffic-management solutions and
pollution charges. It is expected to
reach €33 billion by 2027, a CAGR
Heavy goods vehicles (“HGVs”)
accounted for approximately 88%
of overall toll collections in Europe
and are expected to account for
approximately €29 billion by 2027.
European Electronic Toll Service
(“EETS”)-related toll services
are expected to account for
approximately €12 billion by 2030.
With our focus on heavy goods
vehicles and medium commercial
vehicles (“MCVs”) across Europe,
rather than passenger fleets, we
are well positioned to benefit from
these trends. In addition, we are one
of the few registered providers of
European Electronic Toll Services in
our markets. The aim of European
Electronic Toll Services is to simplify
tolling by granting private companies
the permission to pay tolls through
one device and through one customer
contract, reducing the costs and
administration.
EMBEDDED FINANCING
In addition, we can use our sector
knowledge and data to target the
large outstanding working-capital
needs of the trucking industry.
We provide credit limits to eligible
customers, with financing built into
the end-user pricing. We also provide
access to third-party financing
solutions e.g. receivables factoring
via EW Cash in the Czech Republic,
Latvia, Lithuania, Poland and Slovakia.
The market segments we address
Payment solutions
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STRATEGIC REPORT
Our Marketplace CONTINUED
EUROPEAN TAX
REFUND MARKET
Tax refund services: The tax refund
market is mainly directed by European
Union (“EU”) and local legislation,
with varying value-added tax (“VAT”)
rates across EU countries, ranging
currently from 8% to 27%, with
different treatment for rebates and
excise duty (“ED”). These disparities
cause increasing complexity for
cross-border trucking, especially in
the event of changes in VAT rates to
support government policies such as
seen recently in Germany and Poland.
The size of the market depends
largely on the volumes of international
truckers, fuel-price movements, the
toll-payments market and volumes
of submitted tax-refund requests,
which may now include components
for electric vehicles and charging.
The market is also influenced to a
lesser extent by other VAT-bearing
items such as oil, Ad-blue, parking,
ferries and electricity. In recent years,
the market for tax-refund services
has been consolidating, with larger
more-efficient players acquiring
smaller ones, and also with VAT rates
consolidating in EU member states.
Another EU trend is the digitalisation
of tax using mostly e-invoicing, and
using AI for extraction of the data.
We expect these trends to continue,
and are currently well positioned as
number three in the EU market.
EUROPEAN
TELEMATICS MARKET
Telematics: Road transport plays
an essential role in the European
economy through commercial
vehicles, medium and heavy trucks,
buses, coaches, light commercial
vehicles and company cars. Berg
Insight believes the European fleet
management market has entered
a growth period that will last for
several years and the number of
fleet management systems in use
is forecast to grow at a compound
annual growth rate of 14%, from 11.5
million units at the end of 2020, to
22.5 million by 2025. The growing
demand for enhanced efficiency,
safety features, sustainability
initiatives and control will serve as a
catalyst for market growth, further
reinforced by government regulations.
Smart routing and location-based
services: Working with system
integrators, original equipment
manufacturers (“OEMs”) and
insurance companies, our offering
spans a number of different
industries. A key tool is to highlight
our Road Lords navigation app, which
links to the rest of our payment and
mobility offering.
The overall commercial road transport
market across payments and mobility
solutions is supported by:
• the growth of cross-border
e-commerce generally, which
is growing at twice the rate of
domestic e-commerce and is
increasing demand for commercial
road transport services
• deeper penetration of products in
core services, such as increased
use of fuel cards
• the growth of fleet-management
services and digitalisation of
both logistics and the overall
supply chain
• development of new technologies
and business models based on
large datasets and analytics
• declining connectivity cost
• increasing awareness of ESG
and industry-wide energy
transformation, influencing the use
of solutions to aid in the transition
to green energy. We intend to
be ready to support any type of
energy and our applications help
optimise journeys and use of
assets, so reducing emissions and
congestion
• the expanding economy, growing
trade and the growth in the
underlying commercial road
transport market
• the expected stable share of
road freight as a proportion of
the total European land freight
transport volume
Mobility solutions
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Eurowag connects its customers
– owners, drivers, dispatchers and
accountants – with partners, who are
merchants in the energy network,
toll chargers and other roadside and
mobility service providers. We do this
by creating a comprehensive suite of
services across payment and mobility
solutions. This integrated solution
contributes to a smooth customer
experience.
This experience, in turn, draws
the customer in through our core
payment solutions and, in time,
adding more of our mobility solutions
products, which results in further
efficiencies and enhancements in our
customers’ operations.
This creates a strong network effect,
forming a virtuous cycle where each
new participant strengthens the
whole. It also provides us with deep
and detailed customer data, creating
further sales opportunities, increasing
the lifetime value of each customer
and bringing economies of scale.
HOW STAKEHOLDERS BENEFIT FROM OUR MODEL
BUSINESS OWNERS
We help low-margin businesses get
the best price for energy, optimised
routing, and value-for-money services
for their drivers. To ease cash flow,
we provide credit on toll expenses
and tax liabilities, as well as other
financing solutions. We provide
further insights to help them make
better business decisions.
TRUCK DRIVERS
We offer the peace of mind that
drivers won’t be out of pocket, plus an
extended network of fuel stations and
road services, and up-to-date details
of toll services. We provide accurate
maps and navigation tools, and help
them anticipate or find solutions to
unpredictable events on the road.
We help restore the enjoyment of life
on the road.
FLEET DISPATCHERS
We provide easy and relevant places
for the trucks to refuel, and affordable
solutions to meet drivers’ needs. We
offer detailed visibility of trip and
truck travel costs, data to make better
decisions, and the ability to calculate
optimal routes and get an accurate
estimated time arrival (“ETA”), as well
as manage the entire fleet from a
single tool.
How we
create value
Payments
Mobility
PAYMENT SOLUTIONS
• Payment services enable
access to essential products
and services like energy
and toll
• Our services allow customers
to transact efficiently and at
a strong price point
• The Payments and Mobility
Solutions integrate in our
platform, which provides our
customers insights into their
expected payment needs
(e.g. trip toll calculations) and
improves overall ease of use
KEY SOLUTIONS
• Energy payments
• Toll payments
INTEGRATED PAYMENT
AND MOBILITY NETWORK
• Creating lasting customer
relationships and deeply
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EUROWAG Annual Report and Accounts for the year ended 31 December 2021
Our Business Model
KEY DIFFERENTIATING
FACTORS BOLSTERING OUR
COMPETITIVE POSITION
Prominent position due to
high share of a wallet
Servicing more than 50% share
Comprehensive payment
network focused on CRT
Small number of market
participants due to high barriers
of entry
Proprietary technology and
product suite designed to
generate unique market data
EVA, Road Lords, Vector, EETS
Integration makes the difference
New products improve unit
economics and extend customer
life-time value
Well positioned for a
sustainable future
Energy agnostic with growing
alternative fuels network and
strong e-mobility presence
ADMINISTRATIVE STAFF
We provide accountants with
detailed visibility of trip and truck
travel operations, costs, data and
receipts, and take care of tax refund
formalities, including complex foreign
currency and regulations processes.
MERCHANTS AND PARTNERS
We make it easy to find and process
customers for energy product
providers, trucker services providers
and financial services providers. For
toll chargers, we integrate seamlessly
with their systems. We provide
the data for those who need maps
such as OEMs, apps and freight
forwarders.
Payments
Mobility
MOBILITY SOLUTIONS
• Mobility services provide
enrichment to and increase
the relevancy of the
payments solutions
• Integrated FMS improve
trucker’s economics (through
better efficiency) and
enhance trucker experience
(through better planning and
connectivity)
• High ratings of Road Lords,
even in its early development,
indicate the product’s
relevance for customer
retention
KEY SOLUTIONS
• Tax refund
• Vehicle information
• Smart navigation
• Adjacent services
entrenching Eurowag into our
trucker’s daily life
• Providing a platform for growing
Eurowag share of wallet
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Our integrated product offering
Operational efficiency: optimisation of consumption and wear out;
managing working capital requirements; cost reporting; smart routing; and
removing the overall administrative burden for truckers.
Cost savings: cost control; fraud prevention; improved purchasing
conditions; smart routing, FX management; enhancing driving style; and
financing.
Convenience: cashless payments; automatic payments; optimum route
suggestions; relevant network of acceptance points for energy payments;
driver recommendations for best facilities, best supplies and provisions;
and points of interest on route; fewer on-board units (“OBU”).
Safety and social: driver community; safe parking; driving assessment and
education; driver social media for meetings; and traffic recommendations.
PLAN THE ROUTE
Fleet dispatchers can plan the
optimal route for heavy trucks and
deploy directions to the navigation
system inside the cabin for drivers
to follow.
CALCULATE EXPECTED COSTS
Fleet dispatchers can calculate
indicative costs, compare
alternatives and select the optimal
route. They can also book ferries
through our partner, Move Expert.
SECURE ADEQUATE FINANCING
Business owners can use one credit
line for all vehicles in the fleet,
across multiple products, on parallel
jobs, improving working capital
efficiency.
INSURE THE TRIP
Business owners can insure various
risks more efficiently.
PAY FOR ENERGY
Business owners can provide the
means of payment for truck drivers to
refuel or recharge on the road.
PAY FOR TOLLS
Fleet operators can equip vehicles
with integrated on-board units,
enabling drivers to pay for highway
tolls and tunnels seamlessly across
Europe.
NAVIGATE SAFELY
Truck drivers can focus on the road
and use the navigation system with
directions optimised for vehicle
parameters, offline maps and traffic
updates. Business owners can
enforce regulations (e.g. tachograph)
and monitor driver behaviour
(e.g. speed limits) and driving style
(e.g. aggressive accelerating/frequent
braking), across the fleet.
MANAGE FLEETS ON THE MOVE
Business owners can optimise
operations, fleet dispatchers can
plan capacity, truck drivers can
communicate with operators,
back-office workers can monitor live
vehicle information. Our integrated
suite of products and services creates
efficiency on the go.
COVER INCIDENTAL SPEND
Business owners can equip truck
drivers with a credit card to cover
incidental spend on the road.
PROCESS TAX REFUNDS
Businesses can process and collect
eligible excise duty and VAT refunds.
They can also pre-finance eligible
refunds through net invoicing or
advance payments.
SIMPLIFY ACCOUNTING
AND PAYMENTS
Businesses can combine spending
for different products and services on
a single itemised invoice. They can
also change the settlement currency
on outstanding invoices to further
optimise cash flow.
EUROWAG CASH
Businesses can finance eligible
receivables through our partner
Factris.
REGULATORY SERVICES
Fleet operators can post drivers and
fulfil the regulatory obligations in
various countries through our partner,
Move Expert.
The Group’s focus is on
making customers’ lives
easier, more efficient
and more profitable,
whether before setting
out, on the road, or
after delivery.
BEFORE A JOURNEY AFTER DELIVERYON THE ROAD
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STRATEGIC REPORT
Our Business Model CONTINUED
Business owners Truck drivers Fleet dispatchers Backoffice
Merchants
and partners
Energy
We offer the best
fuel price for the
least effort
We provide an extended
network of fuel stations
and peace of mind they
won’t be out of pocket
when they refuel
We provide easy
and relevant places
for trucks to refuel
We provide
automatic and
detailed visibility
of trip and truck
travel operations
We drive traffic to
partner locations
and help energy
product providers
sell higher volumes
Toll
We offer credit on
toll expenses
We provide up-to-date
toll services and hardware
We automatically
provide detailed
visibility of trip and
truck travel costs
We provide
detailed visibility
of trip and truck
travel operations
including cash out
and receipts
For toll chargers,
we integrate
seamlessly with
their systems
Tax
refund
We provide peace
of mind by taking
care of tax refunds
and factoring
liabilities on foreign
tax services
– – We provide peace
of mind by taking
care of tax refund
formalities
–
Financial
services
We provide the
financial means
to manage both
the expected and
the unexpected
expenses
We offer peace of mind
that they won’t be out
of pocket
We simplify or
automate
finance-related
tasks
We make it simple
to control the flow
of information
and cash
For financial
services
companies, we
make it easy to
find and process
customers
Smart
routing
We provide maps
with accurate data
to calculate routes
We provide accurate
maps through apps and
navigation tools
We help them
calculate optimal
routes quickly
and get an
accurate ETA
– For OEM, apps and
freight forwarders
who need maps,
we provide the
data they need
Vehicle
information
We provide the
information to
make better
business decisions
We help them find
the quick solutions to
unpredictable events –
ETA change, payment
issues, tyre repair, wrong
address, navigation,
alerting shippers
We provide
proactive data to
help make better
and easier trip and
truck decisions
We provide
automatic and
detailed visibility
of trip and truck
travel operations
For fleet managers,
we make it easy
to access and
interpret multiple
data sets to make
better decisions
Adjacent
services
We offer value
for money on the
services they buy
for their drivers
We provide an extended
network of road services,
and peace of mind they
will find what they need
when they need it
We provide
access to reliable
and affordable
solutions to meet
drivers’ needs
We provide
detailed visibility
of trip and truck
travel operations
For third-party
product and
service providers,
we make it easy to
find and process
customers
Road
Lords
We provide the
information to
make better
business decisions
Our digital community
helps them
anticipate issues
We help them
manage the entire
fleet from a single
tool, and make
smart, real-time
decisions
– –
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Eurowag has built an innovative
technology platform that
connects carriers with
merchants and simplifies
the complex ecosystem of
commercial road transport.
Our products and services
touch all areas of the customer
experience, from onboarding
to merchant screening, risk
management and customer
relationship management.
Our technology captures data,
which informs customers
and helps them make better
business decisions. We also
use data to understand our
customer needs better, and so
optimise product development.
How we collect and use data
to support growth
Millions of data points
driving business decisions
DATA
Examples of data we collect:
HOW WE PROTECT OUR DATA
The Group takes protection of the data that it collects, processes and stores
with an utmost importance. Our data protection standards are derived from the
Data security risk is listed as one of the Principal risks of the Group, with following
main mitigation actions applied:
1. Described and implemented platform security and cryptography standards –
infrastructure hardening, penetration testing, vulnerabilities scanning and patch
management
2. Described and implemented user access and identity management standards –
role-based access control, accesses to data assigned on need to have principle and
regular reviews of users’ access rights
3. Establishment of proper foundation controls that include Information risk and security
assessments and IT assets inventory maintenance
4. Described and implemented Change-management standards that provide mechanisms of
ensuring required cyber security standards application in all new IT developments
5. Establishment standard and trainings on IT security-incident management
6.
management, business continuity management, data backups, restoration, and retention
7. IT Code of Conduct regular trainings for all employees and phishing tests
Examples of data uses:
CREDIT
MANAGEMENT
PRICING
SMART
ROUTING
TRIP
PLANNING
VEHICLE
MONITORING
FLEET
MANAGEMENT
CUSTOMER/
DRIVER
INFORMATION
TRUCKS AND
TRAILER
INFORMATION
PAYMENT AND
TRANSACTIONS
INFORMATION
DESTINATION
AND ROUTING
INFORMATION
LOCALISATION
MOBILITY
INFORMATION
“BEHAVIOURAL”
INFORMATION
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STRATEGIC REPORT
Our Business Model CONTINUED
We see mergers and acquisitions
as a useful strategy for building our
integrated payment ecosystem, and
creating growth and synergies. The
acquisitions and equity investments
shown here have helped us to:
expand our total
addressable market
increase market share in existing
markets and enter new markets
support innovation through
access to customers, talent
and technology
build capabilities to develop
our platform
increase customer life-time
value and retention
The history of our key acquisitions
is as follows:
• In 2014, the launch of our tax
services product line followed from
the Group’s acquisition of 100%
small Czech tax services company,
which we renamed Reamon Tax
in 2015. This acquisition added
essential skills for processing tax
refunds across Europe, reducing
our dependence on external
providers for these services.
• In 2017, the launch of our
telematics product line followed
from the acquisition of 100%
stake in Princip a.s. and expanded
in 2018 with the acquisitions
of 100% stake both in Aldobec
Technologies, s.r.o. and Hi
Software Development s.r.o.
Each expanded our product,
research and development
capabilities and added new
telematics software crucial
customer know-how. This helped
us develop a unique on-board unit
that became the basis for our EVA
and EETS offering.
• In 2019, we acquired 70% stake
in Sygic, a navigation software
company, allowing us to develop
our navigation services and
software, to create an integrated
digital sales channel. Through
this acquisition, we were able to
develop our eMobility offerings.
• Also during 2019, we acquired
a 75% stake in ADS, a group of
companies operating in Iberia
on a similar business model
to ours, further expanding our
market presence, growing our
fuel card acceptance network
and accelerating our market entry
plans into Spain and Portugal.
• In 2021, we made three strategic
equity growth investments:
1. a strategic partnership (via a
27.75% minority investment) with
Dutch-based company, Last
Mile Solutions, one of the fastest
growing eMobility platforms
in Europe
2. a 20% minority investment in
Lithuanian-based company
Drivitty, a mobile payment
solutions integration provider to
the CRT industry
3. a 51% majority investment in
Czech-based company KomTeS,
a value-added reseller of our
telematics products
Reamon Tax
Expanded capabilities and added
essential customer competencies
ADS
Market entry into Iberia
Last Mile Solutions
Reinforced industry-leading
eMobility services
Princip
Expanded customer base and
enabled Eurowag to develop
hardware necessary for OBUs
Sygic
Expanded capabilities and gained
new technology and tools
Drivitty
Enhanced payment capabilities
(cashless and cardless services)
Aldobec Technologies and
Hi Software Development
Expanded customer portfolio,
telematics know-how and
customer data
KomTeS
Unification of direct
sales channel
WebEye
Expanded customer portfolio and
access to data
Expand
our TAM
Strengthen our
market position
Support our
innovation
Build our capabilities
as an end-to-end
digital ecosystem
Proven M&A track record and integration capabilities
Product expansion Customer-base acquistion Both product expansion and customer-base acquisition
How we use M&A to enhance
our digital platform
SYGIC SDK BRINGS THE TALENT AND TECHNOLOGY FOR DESIGNING, DEVELOPING, MARKETING AND
MONETISING MOBILE APPS. THE BEST EXAMPLES ARE THE EUROWAG APP AND ROAD LORDS, WHICH SERVE AS
DIGITAL MARKETING TOOLS CUSTOMISED TO TARGET DIFFERENT AUDIENCES.
1
Transaction announced in 2021, not completed as of date of publication. See Subsequent Events on page 218 for details.
STRATEGIC REPORT
Annual Report and Accounts EUROWAG
21
Many providers to the CRT industry
focus on one aspect of customer
needs, such as fuel card or fleet
management system, with the main
focus just on trucking companies.
To fulfil many different, but related,
customer needs we provide an
integrated product offering or a
one-stop shop approach that eases
the complexities and fragmentation
found in the CRT industry with
ultimate focus on truckers, which is
differentiating us from the competition.
We support this with our proven cross-
selling strategy that seeks to achieve
lifetime customer relationships.
Typically, we initiate the relationship
with customers through our energy
payment solutions, but ultimately aim
to expand on this with the addition of
financing, toll payment solutions, tax
refund, telematics, smart routing and
other adjacent services.
We aim to further increase our share
of their spending as we introduce
new products and services. Through
new services and continuous high
quality customer care we are building
long-term relationships with our
customers, which is further increasing
potential for future growth of our share
of wallet.
Our comprehensive suite of payments
and mobility technology solutions
focuses on the fleets of both
international and domestic SMEs,
helping them operate more efficiently.
A typical customer might have seven
employees, consume 40,000 litres
of fuel a year to cover 130,000
kilometres, have six OBUs in operation
and have approximately 200 payment
transactions per month.
Our customer base includes 15,020
active payment solutions customers
and 82,640 active payment solutions
trucks in 2021. Over time, repeat
customers use more of the Group
services. For example, the average
customer with a one-year relationship
uses from two to three products for
customers that are with us more than
five years.
We are able to provide a highly
customised offering and also a
retention strategy based on our
access to millions of data points,
including frequency of usage,
company size and origin, location,
customer price sensitivity, customer
behaviour, transactional data
and tenure. Our digital customer
on-boarding system provides a
competitive advantage as it facilitates
a centralised platform for creating
customer awareness and marketing
campaigns, as well as digital
administration.
How we serve
our customers
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
22
STRATEGIC REPORT
Our Business Model CONTINUED
GO TO MARKET STRATEGY
AND MARKETING
Our diversified sales channels
include field sales, telesales, direct
marketing, point-of-sale marketing,
word of mouth and the internet. Our
decentralised sales model supports
customer proximity with a sales force
of 354 full time employees in 18 sales
offices across our three geographic
clusters: Central, Southern and
Western. Our multi-channel sales
and marketing strategy is focused on
three main elements:
Direct sales and marketing
sales team uses industry expertise
and country-specific databases of
newly registered trucks. Country
sales managers manage sales
operations for an entire country in
target, area sales managers meet
potential customers, and remote
telesales representatives identify
potential customers through a calling
strategy. They are supported by local
customer care teams, specialists
for individual products and also by
local credit specialists to ensure
the most efficient operation and
minimise risk. The area sales force
are generally industry experts, many
of them former employees in the
CRT industry, and they explain to
customers how we are reducing
the complexity of international and
domestic transport.
We then monitor the customer’s
use of the product and services
selected to identify and pursue
opportunities to cross-sell or up-sell.
All this is supported by advanced
data analytics, which is providing
all necessary information on a
daily basis.
Digital strategy and marketing
marketing approach including brand
awareness building, engagement,
acquisition, onboarding, up-sell and
cross-sell activities where all key
digital channels (paid advertising,
SEO, social media, content marketing
etc.) work in alignment to maximise
efficiency. There are different digital
touchpoints (our public web, product
landing pages, online onboarding
channel, mobile application, and
client selfcare portal) that each serve
a specific purpose in the customer
journey. Our newly updated website
is turned from a static Company page
into an active lead generation tool
where interested customers can be
fully onboarded online. The role of
the sales representatives is evolving
into personalised consultation and
assistance. As with the direct sales,
we then monitor the customer’s use
of the product and services selected
to identify and pursue opportunities
to cross-sell or up-sell. Integrating
marketing with our digital products
gives us an opportunity to personalise
the sales proposition. For example, we
can deliver offers to navigation system
users such as energy payments or
insurance when customers behaviour
indicates that these products would
enhance their experience.
Indirect sales and marketing
Based on our unique breadth of
services and focus on the CRT
Industry, we also partner with
Automotive and larger customers
through indirect sales and mobility
solutions. We provide our own core
services bundled with our customers’
services to enable them to offer an
extended offer to their customers
based on our own backend systems
and organisation. An example of this
is our partnership with Volvo Financial
services where Volvo offers our fuel,
toll and tax refund bundled with their
own maintenance services on one co-
branded card to their own customers.
We are also building a position in
the CRT industry primarily through
Navigation where we sell directly to
the Automotive OEMs allowing them
to benefit from our leading Mobility
solutions and allowing other services
to be enabled directly from the
dashboard.
STRATEGIC REPORT
Annual Report and Accounts EUROWAG
23
CUSTOMER
MERCHANT
ONBOARDING BUILDING A RELATIONSHIP
BECOMING A TRUSTED
PARTNER
Daniel responded to one of our
digital campaigns. Our local area
sales manager, with detailed
knowledge of the industry,
followed up the lead and worked
with Daniel to tailor an offer
based upon the specific needs of
their business.
Over time, we were able to use
data analytics to build a richer
picture of Daniel’s transactional
activity. During this period, we
noticed significant international
refuelling. This enabled us to
propose both toll services and
tax refund services to simplify
their payments and improve
their cash flow. Daniel took up
our toll services as a second
service, three months after
becoming a customer. Tax refund
services followed shortly after,
and our services were quickly
bringing lower energy costs,
improved cash flow and greater
convenience.
Our sales team have a deep
understanding of carriers’ needs
and tailor the products in the
best possible bundle to target
these needs.
Daniel has a more efficient
business with Eurowag as a
partner. Regular sales team
contact, combined with the
digital apps Daniel is now using,
such as Road Lords app, allow
multiple opportunities to both
support, up-sell and cross-sell
further services to Daniel as our
relationship evolves. Daniel will
be able to benefit from further
efficiencies from route planning,
financing, alternative fuels and
insurance.
How we acquire and
grow our customers
24
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
STRATEGIC REPORT
Case Study
Our step-by-step approach
to onboarding and building
loyalty with our customers.
Meet Daniel. They’ve been operating a fleet
of seven vehicles for seven years. Their
business is based in Hungary and their
contracts regularly take their fleet across
six borders within the EU.
BECOMING A TRUSTED
PARTNER
Thanks to our partnership with
Eurowag, our business can
compete with larger fleet
operations and we can grow our
business with confidence.”
25
Annual Report and Accounts EUROWAG
STRATEGIC REPORT
The Group’s business is divided into the payment solutions segment
(comprising energy payments and toll payments) and the mobility
solutions (comprising tax refund services, including telematics, smart
navigation and other adjacent services).
PAYMENT SOLUTIONS MOBILITY SOLUTIONS
Re-occurring transaction-based
revenue streams
Re-occurring transaction, recurring and other fee-based revenue streams
Energy
payments
Number of
transactions
(x)
average units
per transaction
(x)
fee per unit
Tax
Refund
Processed
volume
(x)
% take rate
Smart
routing
• Subscription
based and
lifetime
license fees
Toll
payment
Processed
volume
(x)
% take rate
Vehicle information
• Subscription
based
Other adjacent
services
• Various
Contributions of the Group’s two business
segments to the Group’s net revenues
26.8%
73.2%
26.1%
73.9%
20202021
Payment Solutions & Mobility Solutions
Payment Solutions Mobility Solutions
1
Units: e.g. litres of fuel, kilo of LNG /CNG, kWh for EV.
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
26
STRATEGIC REPORT
End-to-End Ecosystem
Payments are the major part of
our ecosystem and are comprised
of economically efficient and
secure means of energy payments
through pre-pay or post-pay fuel
cards and toll payments (by on-
board units). They often serve as
the introduction to our services for
customers.
We have expanded into new
payment methods such as
mobile payments or alternative
authorisation methods such as
bring your own device and more.
These latest technologies will
allow for further integration of
our own, or third-party, tools,
further enhancing our closed-loop
network within our contracted
merchant network, which
continues to grow. Through our
investment in Drivitty, a leader in
mobile fuel payments, we expect
to gain additional energy stations
and benefit from Drivitty’s existing
platform including integration
with mobile-ready merchant
partners and marketing incentive
programmes.
73.9%
of the Group’s
net revenues
In addition to our closed-loop
payment means (fuel cards), we
also encourage customers to use
our open-loop Eurowag Mastercard
card. This allows us to provide
liquidity solutions tailor-made
for each customer.
• Serving 82,640 active payment
solutions trucks
• Processing approximately
32.5 million payment solutions
transactions
ENERGY PAYMENT
SOLUTIONS
Our energy payment solutions
generate mainly recurring
transactional revenue through our
network of acceptance points and
bunkering sites located on major
transportation routes. These offer
customers a more efficient way to
purchase and finance their energy
needs while on the road, offering
competitive prices for their energy
at accessible locations across
Europe, through pre-pay or post-
pay fuel cards.
We are able to use our scale to
receive competitive energy prices
for our customers, who can find
out the prices they may encounter
in advance. We may also offer
discounts to the displayed prices.
Fuel cards offer customers a
cashless means of payment for
buying energy on our network,
thus offering anti-fraud protection,
security and transparency to
our customers. At the end of
the invoicing period, customers
receive a single invoice for all of
their energy charges, including
comprehensive usage and
management information.
In line with our ESG commitment
to facilitate and support the green
energy transition in the CRT sector,
we are committed to:
• Expand our alternative energy
acceptance points to reach
sufficiently large coverage
across the EU
• Increase the share of active
trucks using alternative energy
and drive customer adoption of
transitional and cleaner fuels
• Introduce data insights and
advisory solutions to help our
customers transition to lower
carbon vehicles and fuels,
reduce emissions and improve
efficiency
• Reduce the carbon intensity of
the fuels we sell
We aim to harness our mobility
and payments platform services to
accelerate the transition to a low
carbon future in the CRT sector.
ACCEPTANCE POINTS
We provide payment solutions for
energy sales through fuel cards
and apps that customers use at
an acceptance point. Acceptance
points sell various grades of diesel,
AdBlue, gasoline, bio products and
alternative fuels like LNG and CNG.
We secure contracts with fuel
stations who become acceptance
partners in the network. This
allows for a substantial network
of providers, so we can provide
full geographical coverage to
customers.
For energy we sell this way, we
process the transaction and add
a margin for each unit of energy
sold based on various formulas,
which differ based on the mode of
sale. With a pre-pay card we use
customer funds to settle; with a
post-pay card, we are providing
short-term credit to the customer.
PAYMENT SOLUTIONS
STRATEGIC REPORT
Annual Report and Accounts EUROWAG
27
BUNKERING SITES
Energy payment solutions also
sells energy directly to customers
through supply partnerships and
fully owned or rented truck parks.
We own or rent, and operate
our truck parks, 18 of which are
unmanned and fully automated.
All are strategically located in key
logistics hubs and truck traffic
zones close to key intra-EU
borders and offer large serving
capacities designed to achieve
high throughput, with fast and
efficient refuelling. They operate at
low cost and afford us full control
of service and product quality.
We also supply the energy to
the supply partnership stations
where we pay a throughput fee
to the station owner. These sites
offer the opportunity for branding
without ownership responsibilities,
lowering of prices for customers
and the achievement of a good
balance between flexibility and
control.
EMOBILITY PAYMENT SOLUTIONS
Through our minority investment
in Last Mile Solutions, we provide
industry-leading eMobility
services, including payment
solutions. Last Mile Solutions
offers a scalable, white-label
billing transaction and charging-
management platform to eMobility
service providers and charge-
point operators. Customers pay
Last Mile Solutions a monthly
subscription fee for the platform
as well as a margin on the price
of kWh purchased. Last Mile
Solutions:
• provides access to more
than 67,000 connected
charging points
• has over 437,000 active
charge-payment cards
• has users in 22 countries
• processed more than
12 million transactions in 2021
We also provide charge payment
options for eMobility customers
through Sygic GPS Navigation
for consumers. Through its GPS
Navigation app, we offer EV mode
with search of charging points,
electric and plug-in hybrid vehicles
onbording, and routing for more
than 360,000 charging points
across Europe with online data and
payment possibilities (via in-app
or RFID card) at approximately
225,000 of these.
TOLL PAYMENT
SOLUTIONS
Each European country has its own
tolling system and regulations,
making over 135 toll chargers
across Europe. Cross-border
drivers often need a variety of
on-board units (“OBUs”) and
payment solutions. Our toll
payment solutions business, similar
to energy payment solutions,
allows customers to pre-pay or
post-pay for their toll payments on
European tolled road networks.
• Approximately 60% of
customers use both energy
and toll payment solutions
• Operating in 23 European
countries and five tunnels
• Cooperating with over
80 partners
EUROPEAN ELECTRONIC
TOLLING SERVICE
More recently, the EU has
increased the requirements
for European member states
to comply with the European
Electronic Tolling Service (“EETS”),
aiming to create a harmonised
EU-wide toll system to simplify the
administrative burden and reduce
the associated costs.
We have taken the opportunity
to build a proprietary EETS toll
payment solution, that from the
outset integrates with our other
services, such as telematics, fraud
prevention and fuel payment.
This creates a growing market
opportunity, with barriers to entry
for competitors, and expansion
potential both on the tolling
network and through cross-
sales to our other services. This
is in the form of an on-board
unit, a small hardware device.
This is usually associated with a
specific national toll domain that
helps record the tolled drives
and supports enforcement by
national authorities. In the past,
international trucks had to use
a variety of OBU devices in a
single trip.
PAYMENT SOLUTIONS CONTINUED
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
28
STRATEGIC REPORT
End-to-End Ecosystem CONTINUED
The EETS scheme enables a single
OBU to be used across different
countries – with one contract, one
device and one invoice.
The market opportunity
For the carrier, toll payments are
mandatory – the choice is what
service or services to choose.
Our toll payment solutions
generate recurring transactional
revenue from commission on
carrier toll payments as well as a
transaction-based remuneration
received from the national toll
chargers. Our EETS OBU can
significantly reduce the number
of OBUs carriers need to use to
pay for tolls. In certain countries,
we can also secure discounted toll
fees for customers.
The expected total transaction
value of the market is predicted to
have a CAGR of 7% from 2020 to
2027. We anticipate nation states
will strive to earn revenue by
increasing tolling, whether through
increased toll rates, additional
vehicle classes, or growth of the
tolled road network. We are among
the top five EETS providers in
Europe, and aim to maintain this
position by offering an increasing
EETS coverage on our proprietary
technology and through partners,
some of whom might be
competitors in certain markets.
We also build on our extensive
experience in cooperating with toll
chargers where our fuel card has
been used in the past.
Barriers to market entry
EETS providers must go through
a very demanding and technical
certification process in each
country. EETS is a set of standards
and not unified across regions,
so the broader the coverage,
the more difficult it is to comply,
and new domains may cause
recertifications in the existing
coverage. Currently we see a large
number of players in early stages
of their EETS activities and we
closely monitor the competition.
With our top-five position
1
in the
current market, we expect to
remain one of the leaders in the
market. A key for success will be
the ability to be among the first
providers in new toll domains. The
concentration of countries yet to
join the EETS scheme is especially
high in our core markets, providing
an attractive starting point as we
have the technical skill, proprietary
technology, a strong existing
customer base, and an existing
relationship with toll chargers.
Cross-selling and up-selling
We typically acquire the customer
through energy payments, and
through this, learn their routes.
This enables the cross-selling of
toll payments. Toll then becomes
the next retention tool, along
with financing customers’ credit,
thus increasing customer loyalty
and share of customer spend. In
addition, our proprietary EETS
solution integrates toll payment
functions with other value-added
services, bringing greater
differentiation to the competition
in the market and supporting
customer retention. This solution
also generates the real-time data
essential for our platform business.
Expanding our network
We focus on the main transport
corridors in our core markets of
Central and Eastern Europe and
aim at offering all available EETS
domains through our own solution
by the end of 2023. These two
major transport corridors connect
the Baltic region with the ports of
Belgium and the Netherlands, and
connect Turkey with the freight
harbours in and around Germany.
We seek to complete the service
offering on those routes whenever
available.
In this respect, we will serve
Western Europe in the immediate
future through partners, as
these countries are secondary
extensions of the main corridors
we focus on. A fully-owned
pan-European coverage is our
long-term plan.
We continue to pursue acceptance
of our OBUs in countries that have
not yet adopted the EETS standard
by providing the best customer
experience in the region and using
our data and knowledge of the
customer.
Partnerships
On top of our proprietary EETS
solution, we provide payment
means or act as resellers for
17 toll chargers and toll service
providers, and as an agent for four
others, receiving a percentage
of the collected toll volume from
the provider as well as from the
customer. In this set up, we can
provide to our customers a full
coverage according to their needs
as the EETS standard has not
yet been adopted in all relevant
countries
Achievements in 2021
Our EETS core system received
successful certifications in Austria
and Belgium, and is compatible
with the tolling systems in Hungary
and Poland. We also received
clearance for trial operations in
Germany. To provide full coverage
in our market we also use partners
and local integrators and through
this we were able to offer options
for our customers in Italy.
1
Source: https://www.aetis-europe.eu/about-eets/. Company analysis based on available data
STRATEGIC REPORT
Annual Report and Accounts EUROWAG
29
MOBILITY SOLUTIONS
Through our mobility solutions
segment, we offer customers
tax refund services, telematics
products, smart routing and other
adjacent services. The segment
provides a mix of recurring
transactional revenue, recurring
subscription and other fee-based
revenue streams.
TAX REFUND SERVICES
We offer tax refund services on
standard VAT, ED partial refund,
pre-financed VAT, and advanced
payment of excise duty (“APED”).
For each of these, we retain a
percentage of the total value
processed and also charge fees.
We have also introduced various
financing options for customers.
The tax refund business works for
customers in the 27 EU member
states, as well as in the UK,
Norway, Turkey, Serbia and North
Macedonia, though refund of ED
is for EU-based customers only.
Customers grant us with a power
of attorney for one year to act on
their behalf for tax refunds, and the
administrative burden to change this
creates good customer retention.
By using these services, customers
can avoid waiting for refund
payments which, depending on
the country, can be anything
from a few weeks to three years.
These services offer customers
significant cash-flow improvements
and an efficient process to
recover their taxes. We digitise
all documents, and now use AI to
extract data from documents the
customer provides to speed up the
refunds process. Customers can
use our online platform to track the
status of their refunds.
26.1%
of the Group’s
net revenues
TELEMATICS
Combining advanced electronic
software and engineering
solutions, our telematics products
allow customers to track various
fleet operating metrics in real time.
Using an OBU that collects data we
process and report on, customers
can track fuel consumption, truck
idle time, driving time and carriage
load, among other metrics, to
optimise planning efficiency and
increase cost-effectiveness.
Customers pay fees for an OBU for
stand-alone telematics services,
and a subscription fee for our fleet
management software for tracking
and monitoring.
• We are one of the leaders
in Central Europe
Source: Berg Insight Report on Fleet
Management in Europe, November 2021
EFLEET MANAGEMENT
Customers can benefit from using
a single telematics solution with
fleets that combine standard
diesel/gas engines, battery-
electric vehicles, and plug-in
hybrids. With an eMobility licence
subscription, the OBU can read
additional metrics such as state of
charge, driving range, or battery
state of health. With this data
available, the dispatcher can
plan a trip for the electric vehicle,
manage home/company charging,
or assess the charging behaviour
of a plug-in hybrid vehicle user.
EVA
EVA is our proprietary tolling OBU,
which combines our telematics,
toll payment and energy payment
anti-fraud protection capabilities
in one device. EVA provides three
scalable tiered fleet-management
solutions modules:
• EVA Start is the self-installed
version powered by the
cigarette-lighter, providing
real-time position, daily fuel
price and estimated time of
arrival to compare actual and
planned routes.
• EVA Plus is connected to
vehicle CANbus providing
additional information such as
mileage, idling information and
fuel consumption.
• EVA Ultra is connected also to
a chronotachograph providing
additional features such as
legal driver’s time, remote
chronotachograph download
and driver behaviour.
DRIVER SCORING
AND PERFECT DRIVE
Our products aimed at reducing
CRT emissions and improving
driver wellbeing and safety.
Driver Scoring seeks to promote
commercial vehicle driver safety
through fleet management as
well as for regular drivers. By
combining information from
GPS, accelerometer, pedometer,
gyroscope and an underlying
map, fleet managers are able
to recognise signs of distracted
driving and measure various
aspects of a driver’s driving style.
Fleet managers can then create
a customisable driver scoring
system, and educate drivers with
in-app coaching, and motivate
their drivers to drive more safely
and reduce energy consumption
and insurance claims.
Customers can use Perfect Drive
to evaluate the driving style of
commercial vehicle drivers. Fleet
managers can use this information
with their drivers to address the
negative effects of driving style
on fuel consumption and vehicle
wear and tear, for road safety and
to identify the need for further
training for drivers as needed. The
data provided can also contribute
to reduced insurance costs.
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
30
STRATEGIC REPORT
End-to-End Ecosystem CONTINUED
PRODUCTS AND SERVICES
We offer smart navigation products
and location-based services
through our brand Sygic.
SYGIC PROFESSIONAL
NAVIGATION FOR TRUCKS
AND FLEETS
Provides commercial routing
with premium-quality maps for
individual truck drivers, as well as
for fleets as a part of integrated
automotive, telematics and
fleet management solutions.
Dispatchers can navigate their
drivers remotely to a single
destination, a series of stops or
on an exact route. Dispatchers
can set the vehicle’s dimensions
and road attributes to plan routes
in advance and alter an existing
itinerary at any time, remotely.
Drivers can see the entire route
with estimated time of arrivals
for each stop. Sygic Professional
Navigation offers various business
models to suit the needs of its
indirect resellers network.
• Has been installed on more
than 3.2 million Android devices
SYGIC GPS NAVIGATION APP
Provides subscription-based GPS
navigation for millions of non-CRT
users worldwide, with high-quality
on energy prices and stations,
speed limit and speed-camera
warnings, real-time traffic
information, voice navigation and
lane guidance. Customers can also
buy add-on features. It offers the
first-ever real-time traffic-light
countdown to be commercially
available, which was awarded a
CES 2020 Innovation Award.
• Has been installed on more
than 100 million Android
devices
SYGIC GPS EMOBILITY
We also provide charge payment
options for eMobility customers
through Sygic GPS Navigation
for consumers. Through its GPS
Navigation app, we offer EV mode
with search of charging points,
electric and plug-in hybrid vehicles
onboarding, and routing for more
than 360,000 charging points
across Europe with online data and
payment possibilities (via in-app
or RFID card) at approximately
225,000 of these.
ROAD LORDS
Road Lords is our free-of-charge
community-based trucking
ecosystem. It includes a portal for
dispatchers and truck navigation
GPS app for Android users,
providing specialised routes for
trucks and other large vehicles,
as well as a social platform.
Advanced features include energy
station and parking data, including
what services and supplies are
available at any given site. Users
can enter the attributes of their
trucks and receive customised
route recommendations. The social
platform enables drivers to find
transport information from other
drivers.
• Has been installed on more
than 2.5 million Android devices
OTHER ADJACENT
SERVICES
We also offer a variety of solutions
to address customer needs at
every point in their operations,
charging fees or receiving
commission, including the
following:
• Our pre-paid or post-paid
payment card issued by a
3rd party. Customers can
use it for non-energy-related
transactions such as tyres,
towing and fines. Our revenue
is based on the monthly
payments and difference
between retention/service fee
and additional costs connected
with processing.
•
roadside assistance.
•
currency exchange services,
for customers to pay for their
invoices in the currency of their
choice.
•
partnerships, we connect
customers to tailor-made local
insurance plans by country.
•
partnerships, we provide a
factoring solution or financial
restructuring.
•
of 230 parking sites across
Europe that are easy to find.
Customers can pay using our
fuel cards.
•
and tank-cleaning services at
our truck park in the Czech
Republic and at acceptance
network or partner cooperation,
altogether at 890 sites across
Europe. Customers can pay
using our fuel cards.
•
truck-repair services since
December 2021 at 390 sites
across Europe via partner
cooperation.
• Administrative support and
freight ferry booking –
We provide these through
brokerage partnerships.
STRATEGIC REPORT
Annual Report and Accounts EUROWAG
31
Eurowag Values
Fundamental beliefs that underpin everything we do
ethically, enabling better decisions every day
At Eurowag, performance is driven by passion and purpose rather than controls.
Therefore, we refer to our values as to our superpowers and guiding principles for everything we do.
Our values inspire us to achieve success and happiness in our work and private lives.
EUROWAG VALUES
DELIVER
YOUR BEST
BE A TRUE
COLLEAGUE
EMBRACE
CHANGE
BE A GOOD
PERSON
To democratise commercial
road transportation through
a technological revolution.
For more information on our culture
and values please refer to page 83 XX
O
U
R
V
I
S
I
O
N
O
U
R
P
U
R
P
O
S
E
O
U
R
A
M
B
I
T
I
O
N
To become the ultimate
on-road mobility platform
creating better
business opportunities
across the industry.
To create sustainable
financial and technological
solutions for the benefit of
our industry, society
and the environment.
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
32
STRATEGIC REPORT
Our Purpose, Values,
Strategy and Culture
Working in a dynamic and
change-driven industry,
we are all faced with new
challenges on a daily basis.
Therefore, we use our values
and leadership principles as
a guiding tool to choose the
best way forward.”
Kristi Ansberg
Chief People Officer
STRATEGIC REPORT
Annual Report and Accounts EUROWAG
33
Net energy and services sales represents revenues
from contracts with customers less cost of energy
resold to customers. The Group believes this measure
is relevant to an understanding of the Group’s financial
performance on the basis that it adjusts for the
volatility in underlying energy prices. This metric also
supports comparability of the Group’s performance
with other companies who have concluded that they
act as an agent in the sale of energy and, therefore,
report revenues net of energy sold. Net energy and
services are referred to as the Group’s “net revenues”
throughout this document.
Adjusted EBITDA margin represents Adjusted
EBITDA for the period, divided by Net energy and
services sales.
The ratio of total net (cash)/debt to adjusted EBITDA.
21 153.1
19 114.6
20 128.6
18 73.7
21 45.5
19 41.1
20 45.6
18 35.1
21 (0.89)
20 0.91
Net energy and
services sales
1
(€m)
€153.1m
Adjusted EBITDA
margin
3
(%)
45.5%
Adjusted basic EPS is calculated by dividing adjusted
earnings attributable to ordinary equity holders of
the parent entity by the weighted average number of
ordinary shares outstanding during the period.
21 5.77
20 4.83
Adjusted basic
earnings per share
2
(cents/share)
5.77
21 1.54
20 3.76
Basic earnings per
share (cents/share)
1.54
Net leverage
4
(0.89)
Average net revenue retention represents, for Eurowag
only (i.e., excluding ADS and Sygic) the average retained
proportion of the Group’s net revenues derived from its
payment solutions and tax refund customers during the
entirety of the previous years. This is presented as the
average of this figure over a five-year period.
21 111.5
20 110.0
Average net revenue
retention (%)
111.5%
21 17.7
20 28.8
Profit before tax (€m)
€17.7m
1
This is an APM, a reconciliation to IFRS measures is on p.160.
2
This is an APM, a reconciliation to IFRS measures is on p.213.
3
This is an APM, Adjusted EBITDA reconciliation to IFRS measures is on p.190 and Net energy and services sales on p.160.
4
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
34
STRATEGIC REPORT
Our Key Performance Indicators
Number of payment solutions active trucks represents
the number of customer vehicles that have used the
Group’s payment solutions services in a given period,
calculated as the average of the number of active
customer vehicles for each month in the period. A
customer vehicle is considered an “active truck” if it
uses the Group’s payment solutions products at least
once in a given month.
21 82,640
19 66,592
20 72,884
18 50,113
Number of payment
solutions active trucks
82.6k
Number of payment solutions active customers
represents the number of customers who have used
the Group’s payment solutions services in a given
period, calculated as the average of the number of
active customers for each month in the period. A
customer is considered an “active customer” if it uses
the Group’s payment solutions products at least once in
a given month.
21 15,020
19 11,919
20 13,180
18 9,114
Number of payment
solutions active
customers
15.0k
Number of payment solutions transactions represents
the number of payment solutions transactions (fuel and
toll transactions) processed by the Group for customers
in that period. A fuel transaction is defined as one
completed (i.e. not cancelled or otherwise terminated)
fuelling transaction. AdBlue transactions are not counted
as standalone fuel transaction. A toll transaction is defined
as one truck passing through a given toll gateway per day
and per merchant country (meaning multiple passages by
the same truck through any toll gateway in one merchant
country in a given day is still counted as one transaction).
21 32.5
19 26.6
20 29.1
18 18.4
Number of
payment solutions
transactions (m)
32.5m
Diversity, equity
and inclusion
Target: 40%
Reach 40% female representation in leadership roles by 2025.
Directors, Employees, Senior Managers and People
Leaders gender split. The percentage of male or
female in each category as of 31 December of
each reporting year. People leaders are defined
as everyone having at least one direct report. It
Committee and Vice Presidents) and the CEO
and CFO.
Carbon emissions from
own operations
Target: 50%
50% reduction of emissions from our operations by 2030, on a
2019 baseline.
Total operational emissions (both location-based
and market-based). Total Scope 1 and 2 for
market-based emissions.
Quality and availability of job
opportunities
Target: 25%
Reach the top 25% in Employee Engagement Score in EU Tech
companies by 2025.
The engagement score is calculated based on
be deployed to all employees. The unit is % of
employees and they will be surveyed twice a year.
The survey tool and source will be the Company’s
Culture Amp Survey and be benchmarked against
their database of European technology companies.
STRATEGIC REPORT
Annual Report and Accounts EUROWAG
35
Martin Vohánka
Chief Executive Officer
At the beginning of 2022,
we are in a strong position
with a loyal and growing
customer base, confirming
solid revenue retention
trends.”
DEAR FELLOW
SHAREHOLDERS,
We are delighted to have achieved
very strong results this year, in
line with guidance we presented
during our IPO on the London
Stock Exchange in October 2021.
We delivered strong revenue
and profits growth from our
two segments of payment and
mobility solutions. Operating in
an economic environment that is
still dealing with the headwinds of
the pandemic and supply-chain
disruptions, this demonstrates the
resilience of our business model,
and the mission-critical nature of
our customer value proposition.
Throughout the year, we have also
continued to invest in our future
by building the skills within our
organisation, and through strategic
investments such as accelerating the
development of our digital platform
through Road Lords and Eurowag
applications, and completing the
acquisition of ADS and executing new
M&A transactions.
True to our purpose, we continued
to innovate the road transportation
industry and enable energy transition
in Europe, by introducing mobile
payments and enabling payments
for charging stations on the Sygic
GPS Navigation. To build-out the
integrated nature of our offering, we
deployed new telematics features for
fleet management on our on-board
unit for toll payments and improved
anti-fraud protection for fuel card
payments through geolocation. To
further expand our platform, we
added payments for roadside services
to the acceptance network, enabled
hybrid financing of tax refunds and
introduced a new solution for supply
chain financing via third parties.
From a geographic perspective,
core markets in our Central Cluster
continue to account for nearly 50%
of net energy and services sales. The
Southern Cluster grew the fastest
in 2021, now accounting for 30% of
net energy and services sales, driven
predominanty by successful market
penetration in Romania. We continue
to see opportunity for growth in the
Western Cluster, especially in cross-
sell and up-sell to ADS customers
during the integration phase,
supported by investment into direct,
indirect and digital sales channels.
To accelerate customer onboarding
and complete their digital journey,
we launched a pilot of the Automated
Credit Approval System for small
exposures in France.
The IPO was a significant milestone
in the Company’s development
enabling us to take advantage of
We are delighted to
have achieved very
strong results this year,
in line with guidance
we presented during
our IPO on the London
Stock Exchange in
October 2021.
INTRODUCTION
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
36
STRATEGIC REPORT
Chief Executive Officers Statement
GROWTH FROM EXISTING CUSTOMERS.
Through further innovation in core payment services, and integration
and cross-selling with mobility services, we can retain and expand
our existing customer relationships by continuing to solve their
evolving needs.
GEOGRAPHIC EXPANSION AND PENETRATION.
We apply our scalable business model to new markets serving both
existing and new customers, thus expanding market share.
We continue to acquire new customers through a marketing strategy
based on geographic clusters and three sales channels – digital, telesales
and field - with an increasing focus on digital sales.
DIGITAL PLATFORM DEVELOPMENT.
We continue to develop our end-to-end platform to be a conduit for
intermediating payments and data exchange between all parties,
thereby connecting digital services and physical assets. This allows us
to expand our client base to include shippers and freight forwarders,
and to integrate third-party providers and financiers seamlessly into our
platform, thereby facilitating frictionless interactions among industry
participants to create a fully connected marketplace.
ACCRETIVE M&A.
We continue to seek acquisition targets that will create cross-sell and
up-sell opportunities, generate cost and revenue synergies, and develop
our product and technology capabilities.
the benefits of listing in a number
of ways. First, the capital raise will
enable us to accelerate the execution
of our strategic objectives. Second,
our status as a publicly listed
Company provides a clear signal of
our ambitions and confidence in our
prospects. And third, it will help us
attract the talented people we need
to maintain our growth trajectory.
Sustainability, which was already at
the heart of how we run our business,
has also benefited. Strengthening our
governance credentials means even
greater transparency and rigour in
our reporting and controls. We have
further formalised our ESG strategy
and made sure it involves all relevant
stakeholders, collected baseline
data for more detailed reporting and
have set ourselves specific targets
within areas where we can produce
the greatest potential impact. The
ESG-related KPIs commit us to a
50% reduction of Scope 1 and Scope
2 emissions from our operations by
2030, on a 2019 baseline. We have
also set a target to achieve 40%
female representation in leadership
roles by 2025, and reach the top 25%
of European technology companies
for employee engagement in the
same timeframe.
We can now state three distinctive
ambitions for our business each
benefiting broader society. The first
is to help predominantly small and
medium commercial road transport
companies prosper and improve the
wellbeing of their people. The second
is to contribute to making our industry
cleaner by promoting decarbonisation
and enabling efficiency gains, such
as truck utilisation, better routing
and driver performance. The third
is to grow the value of our business
for investors, while helping our
employees develop as professionals
with fulfilling roles, ensuring both
groups benefit from a productive
journey with Eurowag.
The Culture Manifesto we presented
in 2020 contains four fundamental
values that inspire us to achieve
success, happiness and personal
growth in our work and private lives.
We encourage employees at every
step of their journey with us, from the
interview process through to day-to-
day operations. We are also investing
to ensure our culture becomes
OUR STRATEGY REMAINS
the “tone from the top”, and have
appointed a new Board of Directors
and strengthened the Executive
Committee. We have introduced
programmes to make Eurowag a great
place to work and have accordingly
been able to recruit very talented
people.
We are set up to succeed by
supporting many current industry
trends and aligning to new
regulations. The most notable
of these is the transition to
clean mobility, promoted by the
Renewables Energy Directive II and
Alternative-Fuels Infrastructure
Regulation among others. This
stimulates better industry cooperation
with greater potential for alliances
and partnerships, with substantial
funding being channelled into new
low-carbon powertrain solutions
and the related infrastructure.
The accelerating digitalisation
of payments is extending the
transformation from cash-to-card to
card-to-virtual and increasing the
penetration of alternative payment
methods. Implementation of the
European Electronic Toll Service
also progressed with pilot launches
in Austria and Belgium in 2021, and
Germany launching in 2022. Finally,
we are expanding and developing
our relationships with vehicle
manufacturers as they shift their
business models towards the concept
of Transportation as a Service.
STRATEGIC REPORT
Annual Report and Accounts EUROWAG
37
At the outset of 2021, we acquired
the remaining minority stake in
ADS, allowing for the full migration
of the ADS portfolio onto our
platform. This means ADS customers
now have access to our broader
portfolio of services. We have also
strengthened our critical skillset
by acquiring a minority stake in
the Lithuanian firm, Drivitty. This
brings in-house expertise of digital
payments, allowing customers to
execute transactions using mobile
devices and on board units and
accelerates our progress towards
providing fully integrated payments
and mobility solutions. With Last Mile
Solutions, the rapidly growing leader
in e-mobility, we are expanding our
platform by offering EV charging
and smart energy management
services for e-mobility businesses
in Europe. We also announced the
intended acquisition of WebEye, a
leading provider of fleet management
solutions in Hungary and Romania.
Although the transaction was not
approved by the Hungarian Ministry
of Interior in March 2022, we are
looking for ways to facilitate the
acquisition to expand our customer
base, generate cross-sell and up-sell
opportunities, and obtain data from
the connected trucks, which will
provide more insights for optimising
the development of new and
improved solutions.
The shocking act of unprovoked
and unjustified aggression from the
Russian Federation against Ukraine
is unfolding as we finalise this report.
Following the invasion the Group
took immediate steps to comply with
sanctions and suspend all services
we provided in Russia. Our response
to the humanitarian aspect of this
crisis benefited from strong support
of all our employees. We offered
help to colleagues with origins or
family members from the affected
regions and have created a Ukraine
Aid fund on their behalf. The Group is
matching charitable donations made
by our employees, over and above
our ongoing commitment to distribute
1% of EBIT each year to charitable
causes. We are also providing fuelling
for humanitarian convoys.
Although the Group has limited
exposure to Russia and Ukraine,
which together account for less
than 0.1% of Group net revenue, the
economic outlook in our key regions is
uncertain and we continue to monitor
and evaluate the potential impacts
as the situation evolves. Should
the conflict escalate and materially
affect European economies, we
may observe lower demand for our
products and services. The impacts
of recent events on global supply
chain disruptions are not yet over,
and the Group could be affected
by energy-supply shortages in the
region hindering industrial production
and mobility. Additional risks to the
business include a potential shortage
of drivers and regulatory measures
such as retail fuel price caps that may
have an impact on margins.
We, therefore, continue to diligently
monitor the areas we can control
and mitigate. Primarily, this is
by further diversifying energy-
supply partnerships, while
acknowledging the dependency on
Russian-originated sources across
central and eastern Europe and the
Balkan region. To mitigate the impacts
of a potential economic downturn,
we can apply cost-saving measures
and implement actions to stimulate
revenue growth learnt and used
during the last two global economic
crises. These include actions to
promote customer loyalty, readiness
of our customers to pay a premium
for mission-critical products and
services, and increased interest of
our customers in efficiency gains
and cost-saving solutions, which the
Group provides.
At the beginning of 2022, we are in
a strong position with a loyal and
growing customer base, confirming
solid revenue retention trends. We
have developed new sales channels
that have started producing visible
results, and we continue to deliver
product innovations that help our
customers grow their businesses.
Our teams expand with new talents
that joined Eurowag in 2021 ready to
deliver on our objectives. All of this,
together with a proven strategy and
a well-capitalised balance sheet,
underpins our confidence to keep
delivering strong performance while
navigating external volatility.
Martin Vohánka
Chief Executive Officer
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
38
STRATEGIC REPORT
Chief Executive Officers Statement CONTINUED
Annual Report and Accounts EUROWAG
39
STRATEGIC REPORT
In 2021 we delivered a
strong performance with
all key financial metrics
in line with our mid-term
financial guidance.”
Chief Financial Officer
The Group achieved key financial objectives on its
medium-term financial guidance.
• Net energy and services sales
1
up by 19.1% at €153.1
million, with organic growth
1
of 17.1% year-on-year
• Payment solutions segment up by 20.2% at
€113.1 million and mobility solutions segment up
by 15.9% at €40.0 million
• Adjusted EBITDA
1
up by 18.9% at €69.7 million
resulting in adjusted EBITDA margin at 45.5%
• Strong progress on transformational capital
expenditure
1
plan with €23.3 million spent
• Net cash
1
position of €61.7 million as at 31 December
2021 providing for significant leverage headroom to
take advantage of strategic opportunities
Growing scale and network within a high quality
payments-oriented business model and highly
diversified revenue base underpinned strong net
energy and services sales growth.
• Average active payment solutions customers up by
13.9% at 15,020
• Average active payment solutions trucks up by
13.4% at 82,640
• Payment solutions transactions up by 11.7% at
€32.5 million
•
FINANCIAL HIGHLIGHTS
Key statutory financials YoY%
Revenue from contracts with customers (€m) 1 646.1 1 253.0 31.4%
Profit for the year (€m) 17.7 28.8
Basic EPS (cents/share) 1.54 3.76
Alternative performance measures
YoY%
Net energy and services sales (€m) 153.1 128.6
Adjusted EBITDA (€m) 69.7 58.6
Adjusted basic EPS (cents/share) 5.77 4.83
1
Please refer to Alternative Performance Measures on page 188 for a definition.
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
40
STRATEGIC REPORT
Financial Review
1
Presented measure excludes telematics and includes post-paid as a separate service
2
Calculated as impairment losses of financial assets to total revenue increased by toll payment solutions turnover
FINANCIAL REVIEW
It has been a year of rapid growth and
change for Eurowag. We are proud of
the way the business has dealt with
the challenges arising from continued
and its agility in responding to the
opportunities presented. We have
delivered a strong set of results in
a truly exceptional year, listed the
Group on the London Stock Exchange,
completed several business
acquisitions and are delivering on our
technology transformation plans.
Throughout the year, the business
executed at pace against the strategy
that we set out at the time of the IPO.
We delivered strong performance with
all key financial metrics on a positive
trajectory, reflecting the resilience
and strength of our business. Group
net energy and services sales
growth of 19.1% year-on-year, was
delivered through further expanding
our customer base in the payment
solutions segment (average number
by effective cross selling of our
mobility solutions. Resilience and
strength of our business is supported
by average number of services per
1
. Our
growth through these turbulent times
is a testimony to the essential nature
of the CRT industry, the efficiencies
that our products and services deliver
to our customers, the strength of our
revenue retention and the geographic
and product revenue diversity of
our business enhanced by strong
customer relationships.
Adjusted EBITDA increased 18.9%
€58.6 million). Adjusted EBITDA
margin was unchanged year-on-year
our mid-term guidance. Adjusted
EBITDA performance reflects strong
operating leverage inherent in the
business, while we continue to invest
in the organisation focusing on priority
hires, upskilling the organisation
and technology-related spend.
Adjusted basic EPS increased 19.5%
cents per share in line with adjusted
EBITDA growth.
On a statutory basis, profit before
tax decreased by 38.5% to €17.7
EPS decreased by 59.0% to 1.54
significant amount of adjusting items
including non-recurring IPO-related
expenses, pre-IPO share-based
compensation schemes and strategic
transformation costs. Basic EPS has
reduced more than profit before tax
due to a higher effective tax rate in
2021 which is further discussed in
Taxation section.
Supported by our underlying highly
cash generative business model
and equity raise at IPO, our overall
financial position has significantly
strengthened, and we closed the
year with a net cash position of €61.7
million. Our absolute focus on credit
risk management and cash collection
contributed to improvement in credit
losses ratio from 0.2% to 0.1%
2
. Against
the backdrop of business performance
and strong cash generation we
continued to invest into our digital
transformation (with transformational
capital expenditure reaching €23.3
million) and inorganic growth (with
investments in subsidiaries and
associates reaching €38.9 million).
As we embark on the next year of
implementing the Group’s strategy,
our robust financial position and
disciplined approach to capital
allocation will ensure that the
business is well positioned to leverage
the benefits of industry digital
disruption and many opportunities
that lie ahead. We have strong
conviction around our purpose to
create sustainable financial and
technological solutions for the benefit
of our industry, society and the
environment.
PERFORMANCE REVIEW
On the following page is a summary
of the segmental performance and
explanatory notes related to items
including corporate expenses,
alternative performance measures,
taxation, interest, investment and free
cash flow generation.
STRATEGIC REPORT
Annual Report and Accounts EUROWAG
41
SEGMENTS
YoY (€m) YoY %
Segment revenue total 1 646.1 1 253.0 31.4%
Payment solutions 1 606.1 1 218.5
Mobility solutions 40.0 34.5
Net energy and services sales total 153.1 128.6
Payment solutions 113.1 94.1
Mobility solutions 40.0 34.5
Expenses included in Contribution 3.4%
Contribution total
1
128.5 104.8
Payment solutions 99.6 79.8
Mobility solutions 28.9 25.0
Contribution margin
1
total 84% 81% N/A
Payment solutions 88% 85% N/A
Mobility solutions 72% 73% N/A
Corporate overhead and indirect costs before adjusting items
Adjusted EBITDA 69.7 58.6 11.1
Adjusting items affecting Adjusted EBITDA
EBITDA
1
46.9 55.4
Depreciation and amortisation
25.1 37.2
The Group’s total revenues increased
by 31.4% year-on-year to €1,646.1
million driven by growing scale of our
payment solutions complemented by
higher energy prices (a corresponding
growth was reported for costs of
energy sold).
The Group delivered double-digit net
energy and services sales growth and
strong contribution margins in both
segments. Growth in organic
1
net
energy and services sales was 17.1%,
and overall net energy and services
sales were up by 19.1%.
Payment solutions net energy
and services sales grew by 20.2%
year-on-year, driven by strong new
customer and truck acquisitions
complemented by net revenue
retention.
The Group saw growth in new
customer acquisition across all
geographic clusters, as the strength
of the Group’s payments network and
effectiveness of the go-to-market
strategy enabled us to increase
market penetration. The Group also
expanded into new sales channels
including digital and enabled fully
online customers onboarding.
Mobility solutions net energy and
services sales grew by 15.9% year-
on-year, driven by effective cross
sell supported by inorganic growth of
telematics net energy and services
sales.
On 1 January 2021, the Group
acquired 51% of the share capital in
KomTeS, a value-added reseller of
the Group’s telematics solutions. The
transaction will ensure the highest
level of support, service, and value to
the Group and KomTeS customers in
the Czech Republic and Slovakia.
CORPORATE EXPENSES
YoY (€m) YoY %
Expenses included in Contribution 3.4%
Corporate overhead and indirect costs before adjusting items
Adjusting items affecting Adjusted EBITDA
Depreciation and amortisation
Total
The above table is relevant for segmental review while below table summarises corporate expenses based on statutory
financials categories:
1
Please refer to Alternative Performance Measures on page 188 for a definition.
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
42
STRATEGIC REPORT
Financial Review CONTINUED
YoY (€m) YoY %
Employee expenses
Impairment losses of financial assets
Technology expenses
Other operating income 0.7 0.9
Other operating expenses
Depreciation and amortisation
Total
Employee expenses increased
by 34.5% to €55.7 million as the
Group focused on priority hires,
talent retention, strengthening the
structure and remuneration schemes
appropriate for a listed Company.
Adjusting items included in employee
expenses amounted to €8.6 million
in 2021.
Impairment losses of financial assets
decreased by 24.4% to €3.1 million
thanks to a focus on credit risk
management and cash collection.
Technology expenses increased
by 70.0% to €6.8 million as a
consequence of the Group’s focus
on cloud transition and expenses
related to the new generation ERP
system. Adjusting items included in
technology expenses amounted to
€0.6 million in 2021.
Other operating expenses increased
by 67.9% to €41.3 million mainly due
to non-recurring IPO costs.
Depreciation and amortisation
increased by 20.3% to €21.9 million
primarily as a result of increased
transformational technology being
put into production. Adjusting
items included in depreciation and
amortisation amounted to €7.1 million
in 2021.
NET FINANCE EXPENSE
Net finance expense in 2021 was
decrease in 2021 reflects the lower
interest charge on Senior Facilities
Agreement (weighted average
interest rate in
2021 was 2.4% compared to 3.3%
revaluation of derivatives partially
offset by higher factoring fees related
to higher average factoring limits
utilisation throughout the year.
TAXATION
The Group tax charge of €8.0 million
effective tax rate of 45.4% in 2021
tax for companies in the Czech
Republic and United Kingdom for
the years 2020 and 2021 was 19%,
corporate income tax in Spain for the
years 2020 and 2021 was 24%. They
represent the major tax regimes in
which the Group operates.
The Group’s effective tax rate is
impacted by the tax impact of
Adjusting items. It is, therefore,
helpful to consider the underlying and
adjusting items affecting tax rates
separately:
• The effective tax rate on Adjusted
earnings before tax
1
for the year
largely due to the fact that 2020
effective tax rate was influenced
by newly recognized deferred tax
assets in the year.
• The effective tax rate for Adjusting
items
1
and was driven mainly by non-
deductible IPO-related expenses
and share-based payments.
We adopt a prudent approach to
our tax affairs, aligned to business
transactions and economic activity.
We have a constructive and good
working relationship with the tax
authorities in the countries in which we
operate and there are no outstanding
tax audits except for France.
EPS
Basic EPS for 2021 was 1.54 cents per
share (a decrease of 59.0% relative
of Adjusting items including non-
recurring IPO-related expenses and
pre-IPO share-based compensations.
Adjusted basic EPS
1
for 2021 was
5.77 cents per share (an increase of
weighted average number of ordinary
shares in issue during the year of
595,582,785. After accounting for
the impact of PSP, adjusted diluted
earnings per share was 5.76 cents
per share. Adjusting items are as
described previously.
INVESTMENTS IN
ASSOCIATES
In 2021, the Group acquired 28%
Solutions) and 20% interest in UAB,
Last Mile Solutions is a fast growing
eMobility platform in Europe and the
investment supports the Group’s
position in the eMobility market and
confirms our focus on sustainable
transportation solutions. Key financials
for 2021 were as follows:
Net assets 11.3
Revenue 29.6
Total comprehensive income
Impact on Group profit for the year
1
Please refer to Alternative Performance Measures on page 188 for a definition.
STRATEGIC REPORT
Annual Report and Accounts EUROWAG
43
Drivitty is a mobile services integration leader in the commercial transportation market. With this strategic partnership
the Group aims to accelerate its path towards providing fully seamless mobile payments experience to its customers.
Drivitty financials are currently immaterial to the Group.
BALANCE SHEET
Net assets of the Group increased by 344.2% to €284.7 million mainly reflecting the IPO proceeds of €196.1 million,
retained earnings increase of €12.3 million, other comprehensive income increase of €5.1 million and exercised share
options impact of €3.8 million.
Intangible assets of the Group excluding goodwill increased by €20.7 million to €88.3 million in 2021, predominantly due
to investments into the strategic IT transformation.
Goodwill comprises mainly CGU Energy of €40.2 million, CGU Navigation of €34.6 million and CGU Telematics of €26.0
million. Goodwill is tested for impairment on an annual basis, no impairment loss was identified in 2021.
Trade and other receivables increased by €64.2 million to €300.6 million mainly due to changes to phasing of tax refund
receivables collection (year-on-year impact of €29.9 million), higher volume of transactions and increased energy prices
in 2021.
Trade and other payables increased by €8.6 million to €314.5 million mainly due to higher volume of transactions and
increased energy prices in 2021.
CASH PERFORMANCE
YoY (€m) YoY %
Net cash (used in)/generated from operating activities 86.7
Net cash used in investing activities
Net cash generated from financing activities 187.8 5.4
Net increase in cash and cash equivalents 135.1 68.9
Effect of exchange rate changes on cash and cash equivalents 0.1
Cash and cash equivalents at beginning of period 89.0 20.3
224.2 89.0
Bank overdrafts 0 29.1
224.2 118.1
Interest-bearing loans and borrowings 162.5 171.2
Net debt
1
/cash 61.7
At 31 December 2021, the Group had net cash of €61.7 million compared to net debt of €53.1 million as of
31 December 2020.
The increase in the level of cash is due to the proceeds from new shares issued and strong Adjusted Operating Cash
offset by IPO-related expenses, acquisition of subsidiaries and associates and transformational capital expenditure.
volume of transactions and increased fuel prices affecting 2021 receivables, there was further impact of €15.4 million
related to Adjusting items in 2021.
Interest paid decreased to €4.5 million reflecting lower cost of debt.
Tax paid increased by €2.9 million due to higher tax advances paid.
Net cash used in investing activities increased by €19.9 million in 2021 to €43.1 million largely due to the outflows in
connection with capital expenditure related to investment in the development of technology (increase of €6.3 million)
and outflows related to investments in subsidiaries and associates (increase of €11.9 million).
by the proceeds from new shares issued and the net movement in borrowings offset by an outflow related to the
The cash impact of Adjusting items was €7.6 million for IPO-related expenses, €0.8 million for M&A-related expenses
and €2.7 million for strategic transformation expenses.
1
Please refer to Alternative Performance Measures on page 188 for a definition.
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
44
STRATEGIC REPORT
Financial Review CONTINUED
ALTERNATIVE PERFORMANCE MEASURES
The Group has identified certain Alternative Performance Measures (“APMs”) that it believes provide additional useful
information to the readers of Consolidated Financial Statements and enhance the understanding of the Group’s
performance. These APMs are not defined within IFRS and are not considered to be a substitute for, or superior to,
IFRS measures. These APMs may not be necessarily comparable to similarly titled measures used by other companies.
Directors and management use these APMs alongside IFRS measures when budgeting and planning, and when
reviewing business performance. Executive management bonus targets include an adjusted EBITDA measure and long-
term incentive plans include an adjusted basic EPS measure.
YoY (€m) YoY %
Profit before tax 17.7 28.8
Net finance expense and share of net loss of associates 7.3 8.4
Depreciation and amortisation 21.9 18.2
EBITDA 46.9 55.4
M&A-related expenses 0.8 0.4
Non-recurring IPO-related expenses 12.9 0.3
Strategic transformation expenses 2.7 1.2
Share-based compensations 6.4 1.2 433.3%
Adjusting items 22.8 3.2
Adjusted EBITDA 69.7 58.6 11.1
YoY (€m) YoY %
9.7 23.0
Amortisation of acquired intangibles 5.4 5.5
Amortisation due to transformational useful life changes 1.7 0.2
Adjusting items affecting Adjusted EBITDA 22.8 3.2
Tax effect
35.8 30.1
YoY YoY %
Adjusted net profit attributable to equity holders (€m) 34.4 2 7.3
Basic weighted average number of shares 595,582,785 564,857,081
Adjusted basic EPS (cents/share) 5.77 4.83
Costs arising in connection with the IPO have been separately identified in recognition of the nature, infrequency and
materiality of this capital markets transaction. IPO had very limited impact on expenses in 2020 and will not have any
impact on expenses in 2022.
M&A-related expenses are fees and other costs relating to the Group’s acquisitions activity. M&A-related expenses
differ every year based on acquisition activity of the Group. Exclusion of these costs allow better result comparability.
Strategic transformation expenses are costs relating to broadening the skill bases of the Group’s employees (including
executive search and recruiting costs) as well as costs related to transformation of key IT systems. As previously
announced, the strategic transformation is expected to complete in 2023.
In addition, adjustment has been made for the compensations provided to the Group’s management before IPO. Further
details of these awards are set out in Note 13 to the Consolidated Financial Statements. These legacy incentives
comprise a combination of cash and share-based payments and those that have not yet vested will vest across each of
the subsequent financial years ending 31 December 2024. The Group believes that it is appropriate to treat these costs
as an adjusting item as they relate to a one-off award, designed and implemented while the Group was under private
ownership (and are reasonably typical of that market and appropriate in that context).
STRATEGIC REPORT
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45
The Group now operates in
a new environment and the
Remuneration Committee will apply
the Remuneration Policy in a listed
company context, hence similar
awards are not expected in future. For
clarity, where share-based payment
charges arise as a consequence of
the operation of the Group’s post-IPO
Remuneration Policy, these are not
treated as adjusting items as they
represent non-cash element of annual
remuneration package. This includes
costs of €0.4 million in 2021 relating
to a grant in connection with the
2024 PSP.
Amortisation of acquired intangibles
represents amortisation of assets
recognized at the time of an
acquisition (primarily ADS and Sygic).
The item is prone to volatility from
period to period depending on the
level of M&A.
Amortisation due to transformational
useful life changes represents
accelerated amortisation of
assets being replaced by strategic
transformation of the Group. The
Group expects this adjustment to be
relevant until 2024.
CAPITAL EXPENDITURE
Capital expenditure in the year
amounted to €33.8 million compared
with €22.0 million for the year ended
31 December 2020. The marked
increase reflects the transformational
investment into our technology
platform.
The Group’s transformational
investment programme totaling
continued to focus on expanding the
customer and products capabilities
for the Group, including the digital
customer journey, new generation
ERP, EETS Toll and OBU, Telematics
and the integrated offering.
The Group’s ordinary capital
expenditure in 2021 was €10.4 million
reinvestment into the platform
and assets base and amounted to
6.8% of net energy and services
sales compared to 4.0% in the
previous year.
CAPITAL ALLOCATION
Our priority will continue to be organic
and inorganic investment to drive
long-term sustainable growth. As
previously advised, the Group will
incur aggregated transformational
capital expenditures of €50 million
during 2022 and 2023 to develop
our integrated end-to-end digital
platform and invest in the quality of
our integrated product and service
offering. Our transformational capex
is firmly on track to complete in 2023,
by which point we will have the most
modern, complete and modular tech
stack and product offering in the
industry. We will continue to consider
value-accretive M&A opportunities
in our current and adjacent markets
and in product and technology areas
that will accelerate growth. We will
only look to make acquisitions where
the acquisition is complementary
to our strategy and in line with our
acquisition criteria. We will also
maintain a robust balance sheet.
As set out in our financial guidance
the Group does not intend to pay
dividends as we continue to prioritise
investment in growth.
TREASURY MANAGEMENT
The Group manages credit risk, its
exposures to movements in interest
rates and foreign exchange rates,
financial debt and liquidity profile
through a centralised Treasury
department. The activities are
carried out in accordance with Board
approved policies. The Group uses
financial derivatives to hedge interest
rate and foreign currency risks.
In determining the credit risk of its
customers, the Group performs
financial and business analyses
using data from internal and external
sources. Scoring parameters
include financial reports, debt
registers, credit agencies, history of
payment discipline and onboarding
questionnaires for sole traders. The
Group’s risk model uses country-
specific scorecards, probabilities of
default derived for each customer,
expected loss versus expected
net revenues of customers and
formulated behavioural probabilities
of customer default, when calculating
expected losses.
The Group’s credit risk department
conducts ongoing credit exposure
monitoring, adjusting credit limits in
regular intervals and upon utilisation
of available limits, and updating
collateral from customers as needed.
The ageing of receivables is regularly
monitored to assess credit risk,
based on expected loss calculations
which evaluate probability of default,
exposure at default and loss given
default. The process takes place
through weekly calls at country level
and bi-weekly calls at Group level.
To mitigate the risk of default from
customers on eligible trade and
other receivables the Group uses
credit insurance subject to first-
loss policies on both individual and
aggregate bases. To offset the credit
risk exposure the Group accepts cash
deposits and advance payments from
customers. The Group also accepts
other types of security such as
pledges of receivables and physical
assets, promissory notes and bank
guarantees.
In 2021 the Group introduced an
Automated Credit Approval System
to enhance the digital journey in
customer onboarding. The system
returns credit decisions for individual
limits up to €5,000 enabling a faster
processing of credit applications and
supporting geographical expansion
and market penetration.
The Group maintains a disciplined
approach to its financing and is
committed to maintain a net debt to
over the medium term.
The Group holds financial debt
under the Senior Multicurrency Term
and Revolving Facilities Agreement
(“Syndicated Facilities Agreement”),
which consists of the following
tranches:
• Amortising EUR term loan facility
for a maximum amount of €47.5
million
• Non-amortising EUR term loan
facility for a maximum amount of
€47.5 million
• Amortising EUR term loan facility
for a maximum amount of €95.0
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
46
STRATEGIC REPORT
Financial Review CONTINUED
• Multicurrency revolving credit
facility for a maximum amount of
€120.0 million, split as
− €45.0 million Revolving Credit
Facility
− €15.0 million Multicurrency
Overdraft Facility
− €60.0 million Bank Guarantee
Facilities
Subject to certain conditions,
the Group can request to raise
additional debt under the Syndicated
Facilities Agreement up to an
amount of €100.0 million, of which
up to €50.0 million can be used to
finance certain acquisitions which
are specifically permitted under the
Syndicated Facilities Agreement and
the remaining €50.0 million can be
used to finance or refinance working
capital of companies, businesses or
undertakings acquired as a result of
such permitted acquisition or utilised
by way of a guarantee, documentary
or stand-by letter of credit. As of
31 December 2021, €29 million has
been drawn to establish limits for
Bank Guarantees, with the remainder
of €21 million to be drawn in Q1
2022 for the same purpose. The
Incremental Facility is not committed.
The Syndicated Facilities Agreement
contains financial covenants at the
level of W.A.G. payment solutions,
a.s., some of which were amended
• Interest Cover (the ratio of Adjusted
EBITDA to finance charges), which
replaced the previous cashflow
cover (the ratio of cashflow to debt
for each 12-month period ending
on the last day of each financial
quarter. As at 31 December 2021,
Interest Cover was at 11.81.
• Net Leverage (measured quarterly
on the basis of Total Net Debt on
the measurement date and rolling
12-month period ending on the
last day of each financial quarter
in 2021. As at
31 December 2021, Net Leverage
was at 2.12.
• Adjusted Net Leverage (measured
quarterly on the basis of
Adjusted Total Net Debt on the
measurement date and rolling
12-month period ending on the
last day of each financial quarter.
As at 31 December 2021, Adjusted
Net Leverage was at 3.49.
• Borrowing Base (the ratio of
the sum of outstanding amount
of revolving facility less cash
and cash equivalents, to trade
receivables), which was amended
to exclude the outstanding bank
guarantees and must not exceed
period ending on the last day of
each financial quarter. As at 31
December 2021, Borrowing Base
was at 0.46.
During 2021, the Group repaid €18.4
million of the Syndicated Facilities
Agreement borrowings and drew
down €39.5 million to finance
acquisitions and capital expenditures
resulting in a notional debt of €165
million outstanding under the SFA as
of 31 December 2021.
The Group concentrates cash on
bank accounts held with financial
institutions that participate in the
Syndicated Facilities Agreement.
Balances may be held on bank
accounts with other financial
institutions to fund outgoing
payments especially in countries
outside of the Economic and
Monetary Union.
OUTLOOK
In 2021, we delivered a strong
performance with all key financial
metrics in line with our mid-term
financial guidance.
As we move into 2022, we expect to
continue to increase penetration in
our existing markets supported by
effective go-to-market strategies,
which will be enhanced by our
digital sales channel. Early in the
current financial year the Group
has continued to deliver growth in
line with management expectations
and focused on executing our
strategy investing into technology
transformation.
Like many, we are shocked and
saddened by events in Ukraine.
The Group has had limited energy
payments acceptance network
in Russia and Ukraine. While we
discontinued our payments network
in Russia, we continue our operations
in Ukraine to the extent supplies
are available. Direct impact of
discontinued or disrupted operations
is immaterial to Group’s revenues.
Since the outbreak of the war, we
have been constantly reviewing
updates to the sanctions regime to
ensure adherence.
While currently we have seen no
material impact on trading, we will
continue to monitor the situation
to assess any indirect impact on
fuel availability, fuel price and sales
regulations, availability of drivers,
supply chains, and general levels of
business activity and confidence. We
have identified the principal risks in
the Risk Management section of the
Annual Report and Accounts. We are
actively monitoring them and, to the
extent possible, have drawn up plans
for mitigating actions.
Our expectations for the year
are currently unchanged and we
anticipate delivering results in line
with our mid-term financial guidance.
However, it is too early to determine
the potential impact of the Russian
invasion of Ukraine on the out-turn for
the full year.
The combination of our strong
market positions, continued
investment behind innovation and
our solid balance sheet underpin
our confidence to keep delivering a
strong performance, while navigating
external volatility.
Chief Financial Officer
STRATEGIC REPORT
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47
Managing risk plays an important role in pursuing the Group´s strategic
objectives and in adding sustainable value to all our activities.
OVERVIEW
Risk management is a never-ending process. As with all businesses, our risks evolve constantly, along with the
environment we operate in. To pursue our strategic objectives, we have established a risk-management framework that
allows us to identify, evaluate, address, monitor and report the risks we face effectively, and helps achieve a balance
between risks and opportunities.
RISK MANAGEMENT FRAMEWORK
We established our risk-management framework on the accepted system of three lines of defence and in accordance with
the FRC guidance on risk management, internal control and related financial and business reporting. In this, the first line
manages and “owns” the risk; the second defines a uniform management framework for each risk category; and the third
provides independent confirmation of the effectiveness of the risk management process. The Group currently outsources
The Board has overall responsibility for managing risks. In an ongoing manner, it is responsible for identifying the
principal risks that might prevent the Group from achieving its strategic objectives, and is also responsible for
determining the extent and severity of risks we are willing to undertake – our risk appetite. The Audit and Risk
Committee act on behalf of the Board and are responsible for supervising the risk-management framework design and
its activities.
In addition, we have a Business Assurance Committee comprised of members of the second line of defence
and selected members of the Executive team. This committee is responsible for more hands-on, systematic risk
management activities, including reviewing governance, approving risk assessments, monitoring risk exposure and
managing incidents. It escalates matters of importance to the Audit and Risk Committee.
AUDIT AND RISK COMMITTEE
1ST LINE OF DEFENCE 2ND LINE OF DEFENCE 3RD LINE OF DEFENCE
OPERATIONS
MANAGEMENT
INTERNAL
CONTROLS
CONTROL FUNCTIONS INTERNAL AUDIT EXTERNAL AUDIT
RISK OWNERSHIP RISK CONTROL RISK ASSURANCE
RISK APPETITE
The goal of risk management is for the Group to be exposed only to certain types and severity of risk. This is defined
as risk appetite. Risk appetite determines what risks the Group wants to take, what to reduce and what to avoid, in
pursuing our strategic and operational objectives. Over the last year, we reviewed and modified the process of defining
our risk appetite – setting a clear scale across our principal risks and wider financial and non-financial risk management.
The Group recognises following categories of the risk appetite:
Low appetite – we are not willing to be exposed to the respective risks and thus all the risks need to be mitigated to the
highest possible extent. The appetite corresponds to low risk rating.
Medium appetite – we are willing to be exposed to some of the risks falling in the category, in a limited extent. The full
mitigation of these risks needs to be considered in the cost and business perspectives.
The appetite corresponds to medium risk rating.
High appetite – we are willing to be exposed to the respective risks. The risks are monitored, however, their mitigation
is done opportunistically. The appetite corresponds to high risk rating.
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
48
STRATEGIC REPORT
Risk Management
Likelihood
Impact
Almost certain
Rare
Insignificant Catastrophic
10
8
9
7
6
4
3
2
1
5
ENTERPRISE RISKS
1
Product demand decline risk
2
Growth strategy implementation risk
3
Competitors
OPERATIONAL RISKS
4
External parties dependency risk
Technology security and resilience risk
Personnel dependency risk
Climate change risk
Physical security risk
LEGAL AND COMPLIANCE RISKS
Regulatory and licensing risk
FINANCIAL RISKS
Clients default risk
PRINCIPAL RISKS HEAT MAP
The heat map below shows the outcome of the processes for principal risks assessment. This shows the relative
likelihood and impact of the principal risks identified. Risks rated as high and critical are devoted a significant focus
on their further mitigation and monitoring.
The Board has ultimate responsibility
for defining risk appetite, but
the initial proposal comes from
the Executive team – they use a
bottom-up approach for financial and
non-financial risk categories and a
top-down approach for principal risks.
The Board ultimately reviews and
approves this and evaluates whether
the mitigation measures assigned to
principal risks are adequate. Further,
the Board reviews whether the
internal controls are adequate and
effective. The reviews take place
twice a year and take into account
changes in our business environment,
internal initiatives and developments
in our exposure to principal risks.
EMERGING RISKS
The Group continues to monitor and
assess emerging risks. This is done
through both bottom-up and
top-down discussions, held across
the businesses with an aim to
identify new risks and changes in
the existing ones.
Russian invasion of Ukraine
represents the most current
emerging risks of geopolitical and
macroeconomic uncertainty in the
Central and Eastern Europe region.
The Group recognises impacts of the
invasion in changing trends of the
Principal risks and in the risk of fuel
supplies disruptions and potential
truck parks dry outs, which are most
significant in the Central and Eastern
Europe region.
PRINCIPAL RISKS
The principal risks are the Group-wide
key risks that pose the highest
threat to our business and strategic
objectives. They are proposed by
the Group Executives and selected
subject-matter experts, with the
Board ultimately responsible for
defining and approving them.
The process is as follows:
1. Identify the Group’s key
principal risks.
2. Identify the current mitigation
measures.
3. Evaluate the identified risks –
estimating their impacts and
probability of happening.
4. Determine the current trends in
risk-evaluation criteria.
5. Identify forward-looking measures.
The Audit and Risk Committee
discusses and reviews the principal
risks quarterly.
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49
KEY
Increased Decreased Stable
PRINCIPAL RISKS REGISTER
The list below provides further details on our identified principal risks, trends of their exposure and the mitigation
measures implemented.
1
Risk of a decline in product demand
MITIGATION MEASURES TREND
Our operating results are materially affected by general
conditions in the economy. The volume of customer
payment transactions we process, and customer demand
for the products and services we provide, correlates with
general economic conditions. Economic downturns are
generally characterised by reduced commercial activity
and trade, resulting in red uced demand and use of our
products and services by customers. Decline in general
economic conditions thus could result in a decline in
demand for fuel and toll payments, tax refund services,
telematics, or other adjacent services we provide.
Decline in demand would adversely affect the Group’s
business, financial condition, results of operation and
prospects.
The Group considers the trend of the risk as increasing
due to consequences of Russian invasion of Ukraine,
which among others are energy prices increasing,
closing of the markets, supply cuts, shortage of drivers,
complications and limitations in logistics and currencies
volatility.
• Reducing dependency on a single economy
• Reducing dependency on non-EUR currency
• Diversification of products and services offering
•
countries
• Subscription-based revenues
2
Risk in implementing growth strategy
MITIGATION MEASURES TREND
Our growth strategy is to build an integrated end-to-end
digital platform around the needs of our customers in the
CRT industry. Its implementation relies significantly on
technology development and increased power to analyse
and utilise data. Inability to successfully achieve the
necessary technology developments, or not completing
strategic acquisition targets (as a result of unavailability
of targets or insufficient funding), would expose the
Group to an inability to achieve its growth objectives.
This would result in a decline in revenue and a more
difficult position to recover from.
The Group considers the trend of the risk as increasing
due to challenging commitments made on delivery of
integrated end-to-end digital platform.
• Continual diversification of products and
services
• Geographic expansion and expansion of sales
channels
• Beginning activities to introduce financing
platform
• Beginning activities to introduce digital freight-
forwarding platform
• Establishment and regular reviews of the M&A
strategy
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
50
STRATEGIC REPORT
Risk Management CONTINUED
3
Risk from competition
MITIGATION MEASURES TREND
The Group faces competition in each of its product lines
from many companies offering similar capabilities and
services, including international oil companies, single-
product providers of fuel cards, and other services. In
addition, markets where we operate are characterised as
oligopolistic or monopolistic, and are burdened by heavy
regulation and restrictions for entering or expanding.
These factors could cause an adverse impact on
revenues and prospects if we cannot compete or expand
our business activities effectively.
The Group considers the trend of the risk as stable due
to not recorded significant failures in the expansion of
Group’s business as a result of inability to compete.
• Reducing dependency on a single economy,
single market or single revenue stream
• Geographical diversification and products or
services offering diversification
• Fast inorganic growth through M&A activities
4
Risk of dependency on external parties
MITIGATION MEASURES TREND
The Group’s business is dependent on several key
strategic relationships with third parties, the loss of
which could adversely affect our results. Key partners
mainly fall into the following categories – fuel suppliers,
acceptance network, toll chargers, authorisation
centres and technology service providers. Furthermore,
the Group has also initialised an internalisation of the
authorisation centre of its fuel cards transactions that
is currently being provided by an external transactions
dependent on the current external provider of the
authorisation centre and an inability to complete the
internalisation, in an expected quality and time-frame,
would expose Group to additional costs and potential
business disruptions.
The Group considers the trend of the risk as increasing
due to the ongoing project on the internalisation of
authorisation centre, which is heavily dependent on the
cooperation of external party.
• IT vendors management policy – setting the
standards for vendors selection, contracts
reviews and signature and vendors monitoring
• Centralised procurement team for energy
supplies and logistics
• Centralised development and maintenance role
for acceptance network
• Contract management rules and
attestation rules
• Centralised legal counsel – aids in the contracts
elaboration and reviews
• Project on the internalisation of the
authorisation centre in execution
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51
KEY
Increased Decreased Stable
Technology security and resilience risk
MITIGATION MEASURES TREND
The Group’s business relies on technology and data
confidentiality, integrity and availability. As with other
businesses, we are subject to the risk of external
security and privacy breaches, such as cyber-attacks. If
we cannot adequately protect our information systems,
including the data we collect on customers, it could
result in a liability and damage to our reputation. Also,
if the technology we use to operate the business and
interact with customers fails, does not operate to
expectations or is not available, then this could affect our
business and results adversely.
The Group considers the trend of the risk as increasing
due to increased frequency and sophistication of
cyber-attacks, which can affect the data confidentiality,
integrity and availability. Further, the risk is increasing
due to the Russian invasion of Ukraine.
• Described and implemented platform security
and cryptography standards – infrastructure
hardening, penetration testing, vulnerabilities
scanning and patch management
• Described and implemented user access and
identity management standards – role-based
access control, accesses to data assigned on
need to have principle and regular reviews of
users’ access rights
• Establishment of proper foundation controls that
include Information risk and security assessments
and IT assets inventory maintenance
• Described and implemented change-
management standards that provide mechanisms
of ensuring required cyber security standards
application in all new IT developments
• Establishment standard and trainings on IT
security-incident management
• Establishment and documentation of IT
resilience standards – capacity and loads
management, business continuity management,
data backups, restoration and retention
• IT Code of Conduct regular trainings for all
employees and phishing tests
• The Group, as part of Crisis management,
which has been activated as a response to
Russian invasion of Ukraine, established
IT security project that already delivers on
increasing of the overall cyber-security level of
the Group.
Risk of dependency on personnel
MITIGATION MEASURES TREND
The Group’s success depends, in part, on its Executive
officers and other key personnel, and our ability
to secure the capabilities to achieve our strategic
objectives. Lack of capability and the loss of key
personnel could adversely affect our business. In
addition, we depend on our founder and CEO. Inability
to secure a ready successor could reduce our ability to
achieve our strategic goals and an adverse reaction from
stakeholders.
The Group considers the trend of the risk as increasing
due to the Russian invasion of Ukraine and its potential
development to the west.
• Establishing and maintenance of the list of
key talents to prevent from losing of the key
personnel
• Long-term retention plans for key talents
• Strengthening of HR teams – enhanced
HR processes and expenditure of the
Recruitment team
• Elaboration of the succession plans, providing
of adequate trainings for determined
successors
• Forward-looking plan for interim CEOs, in case
of CEO unavailability
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STRATEGIC REPORT
Risk Management CONTINUED
Risk of climate change
MITIGATION MEASURES TREND
Climate change and the energy transition represent both
a risk and opportunity for the Group. Our reputation,
operating and compliance costs, and diversification of
revenue, may be influenced by our pace of action, the
pace of the energy transition in the CRT sector and by
our customers in the short, medium and long term. We
currently derive a significant portion of our revenues from
fees for fossil fuels transactions. We note that changes
in road-transport policy and regulations, the cost of
carbon, carbon taxation, changes in market demand for
alternative fuel and clean mobility solutions, and pace of
adoption of low-carbon powertrains by our customers,
can all influence the level of risk and opportunity for the
business. We also recognise that extreme weather events
could pose a risk to business continuity for our physical
assets, as well as the health, safety and wellbeing of our
workforce and customers. In addition, we recognise we
are responsible for reducing our own carbon footprint,
as well as for contributing to solutions to help customers
make the transition to a low-carbon future.
The Group considers the trend of the risk as increasing
due to science predictions and upcoming actions of
regulators, countries and community leaders.
• Investing in a portfolio of alternative fuels and
technologies, including eMobility, to support
the transition to a low-carbon future in the
CRT sector
• Investing in eMobility solutions, including in
Last Mile Solutions, to provide industry-leading
eMobility services to customers
throughout Europe
• Investing in digitalisation and technologies to
help our customers improve efficiency in CRT
and reduce energy intensity
• Formalising our ESG strategy, including carbon
reduction targets for our operations as well as
develop targets for, and means of, reducing
Scope 3 emissions across our value chain
• Reviewing business-continuity plans to take
into account the potential impacts of extreme
weather events caused by climate change, and
the impact on people and physical assets
• Increased transparency of carbon emissions
and related efforts to reduce them
• Formal, structured scenario analysis to assess
the physical and transition risks for the
business and its assets, and to inform ongoing
risk-assessment and mitigation measures, as
well as to report in line with TCFD
Physical security risk
MITIGATION MEASURES TREND
The Group operates a number of truck parks and these
are exposed to security threats. A security threat
materialising as a result of insufficient protection would
result in danger to the health of our employees and
customers, and significant business disruptions.
The Group considers the trend of the risk as increasing
due to the Russian invasion of Ukraine and its potential
development to the west.
• Implementation of the Health and safety plans
on the Group’s truck parks to avoid security
threats materialisation
• Having in place emergency plans and staff
trained on the acting in the emergency
situations
• Petrol stations security and operating rules and
their regular control and revision
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Regulatory and licensing risk
MITIGATION MEASURES TREND
The Group relies on numerous licences for the provision of
its on-road mobility products, these include wholesale and
retail permits required for the provision of fuel products,
as well as fuel station operating licences for its truck
parks, EETS licence and EETS certifications in a number
of countries, Electronic money institution licence required
for the provision of financial services and insurance
distribution licences. As a consequence of holding
the licences and certifications, the Group is subject to
IT security and Operational) of regulatory bodies in
respective jurisdictions. Non-compliance with these can
result in fines, suspension of business or loss of licences.
Key regulatory requirements are operationalised by
governance and compliance with UK plc listing rules, anti-
money laundering (“AML”) and sanction laws, personal-
data-protection laws, Czech national bank regulation,
fuel-reselling legislation and EETS regulation. In addition,
changes in laws, regulations and enforcement activities
may adversely affect our products, services and markets.
The Group considers the trend of the risk as increasing
due to upcoming legislative changes and further
expansion of Group´s business activities to highly
regulated markets.
• Legal and compliance counsels for all business
units, with regulation watch implied
• Continuously implementing risk management
control framework
• Involving legal and compliance counsels in
new-markets entry process
• Implementing Group-wide AML policy, partner-
screening directive and detailed AML directive
• Regular AML re-screening of customers who
use regulated financial services
• Two-level monitoring of sanctions – one
conducted by Attorney office, one by
USA updates)
• Implementing Group-wide personal-data-
protection policy and detailed GDPR directive
• Project to ensure continuous compliance with
GDPR directive requirements
Risk of clients defaulting
MITIGATION MEASURES TREND
The Group is subject to the credit risk of its customers,
many of whom are small and mid-sized CRT businesses.
We are exposed to customer credit risk for particular
customers in our payment solutions segment who
we finance through post-payment of their energy
consumption and toll balances and also for customers
with invoices on 30-day payment terms. If we fail to
assess and monitor adequately the credit risks posed by
counterparties, we could experience an increase in credit
losses and other adverse effects.
The Group considers the trend of the risk as stable due
to proven credibility and efficiency of the Group´s credit
risk management.
• Credit assessment at onboarding (scoring) – in
determining the credit risk of its customers,
the Group performs a credit assessment, which
consists of a financial analysis of recent results
and development as well as a business analysis
and verification using available databases.
• The Group’s credit risk department conducts
ongoing credit exposure monitoring, revising
credit limits at regular intervals and upon
utilisation of available limits, and updating
collateral from customers as needed.
• The ageing of receivables is regularly monitored
by the Group management to assess credit risk,
based on expected loss calculations, which
evaluate probability of default, exposure at
default and loss given default.
• The Group has credit insurance subject to first-
loss policies on both individual and aggregate
bases to ensure against the risk of default from
customers on its trade and other receivables.
• Collateral (guarantees, pledge of receivables,
cash deposits and advance payments from
customers to secure credit exposure. The Group
also accepts other types of security (such
as pledges of assets or promissory notes) to
mitigate credit risk.
KEY
Increased Decreased Stable
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Risk Management CONTINUED
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EUROWAG Annual Report and Accounts for the year ended 31 December 2021
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STRATEGIC REPORT
Viability Statement
In accordance with provision 31 of
the 2018 UK Corporate Governance
Code, the Board of Directors have
assessed the Company and the
Group’s prospects and viability taking
into account the business model, the
Group’s current position and principal
risks over a period longer than the
12 months as required by the Viability
and Going Concern statement.
VIABILITY TIMEFRAME
The Board of Directors have
determined a three-year period to
31 December 2024 is the appropriate
timeframe to assess viability.
Selection of this timeframe is
based on the following rationale:
• This period is reviewed by the
Board in the annual planning
and budgeting process, this
allows financial modelling to be
supported by the budget and
growth factors in business plan
approved by the Board;
• This time horizon is captured as
the relevant period for evaluation
and stress testing of principal risks
(primarily those of an operational
nature), which are typically
occurring within this timeframe;
• The innovative nature of the Group
and expected disruption of the
market by innovations make it
difficult to predict with sufficient
confidence how competition and
other risks will impact beyond a
three-year timeframe; and
• Considering continuous changes
of macroeconomic and political
environment period longer than
three-year timeframe would
bring greater uncertainty into a
forecasted period.
While the Board of Directors have no
reason to believe that the Company
and the Group will not be viable over
the long-term period, they consider
the three financial years to be an
appropriate planning time horizon to
assess viability and to determine the
probability and impact principal risks.
ASSESSMENT OF BUDGET
AND FINANCIAL FORECAST
The Company’s and the Group’s
financial forecast is assessed primarily
through the financial planning process
(annual operating budget) and the
strategic planning (long-term strategic
plan). This process is managed by
the Chief Executive Officer, Chief
Financial Officer, Chief Performance
Officer, Chief Strategy Officer and
Chief Operating Officer in cooperation
with division and functional
management teams.
The Board of Directors participate
fully in the annual process to review,
challenge and approve the annual
operating budget for the new financial
year. The output of the annual budget
process provides a clear explanation
and overview of key assumptions and
risks to be considered when agreeing
the annual operating budget as a
detailed set of one-year financial
forecasts.
The Group also has a long-term
strategy in place, in the form of a
long-term strategic plan. The strategy
is reviewed and updated on a periodic
basis and is based on detailed
financial forecasts.
The long-term financial forecasts
are prepared with the first year of
financial forecasts based on the
Group’s annual operating budget
and for subsequent years forecast
financials based on the strategic plan.
Both the annual operating budget
and the strategic plan are further
updated through a rolling forecast
process. The annual operating budget
is updated on a quarterly basis and
the strategic plan is reviewed on
an annual basis. In case of any risk
occurrence mitigating actions are
taken whether identified through
actual trading performance or through
the rolling forecast process.
The latest annual operating budget
for the year ending 31 December
2022 was reviewed and approved by
the Board of Directors in February
2022, and this budget is based on
the Company and the Group’s current
position and its prospects over the
forthcoming year and in line with the
Group’s stated strategy.
ASSUMPTIONS USED IN
FINANCIAL FORECAST
The key assumptions within the
Company’s and the Group’s financial
forecasts are as follows:
• Organic net revenue development
expected to be driven by both
payment solutions and mobility
solutions to grow on average at
a similar pace over the projected
period:
− Organic net revenue growth,
of both payment and mobility
solutions, is primarily driven
by increasing number of
customers, which is positively
influenced by (i) launch of new
sales channels (digital and
telesales); (ii) penetration of
the markets where the Group
has an already established
position; (iii) new markets
entry; and (iv) considering the
development of upsell/cross
sell activities of our products
into the customer base, we
assume to keep net revenue
retention (“NRR”) at least at a
level of 110%.
− Mobility solutions are positively
supported by continuous
up-sell and cross-sell of the
products, due to:
− Additional cross-sell of
tax refund services into
the payment solutions
customer base;
− Strong expansion of our
telematics solution;
− Continuous growth in
financial services supported
by the launch of new
factoring services; and
− Development of smart
navigation products and
Lords and Eurowag App)
and continuous growth
in Original Equipment
Manufacturers (“OEM”)
cooperation.
• Assumptions driven by energy
prices development.
• Credit losses reflect an increase
of turnover, there is no change in
credit risk assumed.
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57
Application of presented risks in above mentioned scenarios were examined via four different effects on Company’s
business, overview of these effects and their application for particular risk and scenario is outlined in the table below:
Risk application
Downside
senario #
Effect 1 Effect 2 Effect 3 Effect 4
Principal
risk
Market
decline
Data breaches/
cyber attack
Loss of
business
Technological
disruption
Product demand decline risk 1,2,3
– –
Technology security and resilience risk 1,2,3
–
External parties dependency risk 1,2,3
– – –
Physical security risk 2,3
– –
Climate change risk 1,2,3
– –
• Operational costs (“OpEx”) in both
budgeted and forecasted period is
based on following assumptions:
− To keep the costs under
control, OpEx in the budgeted
period is based on 2021 run
rates increased by additional
costs related to (i) being
a publicly listed company;
(ii) implementation of next
generation ERP; (iii) ESG
activities; (iv) annual salary
reviews and changes in the
bonus schemes; and (v)
upskilling of the organisation
specifically with technology
talent.
• M&A investments: Both budget
and financial plan assume all
committed transactions.
• External financing: Both budget
and financial plan assume
maintaining current financing
structure.
• Capital expenditure (“CapEx”):
(i) ordinary CapEx of high
single digit % of net revenues
transformational CapEx expected
at level of €50 million cumulatively
for the years ending 31 December
2022 and 2023, there is no
transformational CapEx planned
for 2024.
ASSESSMENT OF VIABILITY
The key assumptions within the
projections were stress tested with
reference to risks set out in the Risk
Management section on pages 48 to
54 of this Annual Report.
This year the Board of Directors
considered application of the
following risks:
•
pandemic. Principal risk: Product
demand decline risk
• Impact of any form of geo-political
risk. Principal risk: Product
demand decline risk
• Deteriorating economic and
market conditions, which could
result in lower sales volume and
higher fuel prices. Principal risk:
Product demand decline risk
• Impact of potential cyber-attacks
may appear annually, which may
result in increased operational
technology costs. Principal
risk: Technology security and
resilience risk
• Impact of potential problems
with data availability, which may
cause increased operational
technology costs and a potential
downturn of net sales. Principal
risk: Technology security and
resilience risk
• Impact of potential project failure,
which may result in an increase
of technology costs from FY23
onwards. Principal risk: External
parties dependency risk
• Given the geographical location
of the Spanish subsidiary we
considered the potential security
risk, which may cause 50%
decrease of all operations of
Spanish subsidiary. Principal risk:
Physical security risk
• Impact of climate changes
which could result in increase
of (i) operational cost, we could
expect increases in people costs,
consultancy costs, marketing and
PR, technology costs, engineering
cost and costs related to truck
park management; and (ii)
increases of CapEx – additional
investments into technology
projects related to climate change.
Principal risk: Climate change risk
Applied risks and their effect were
stress tested via three types of
downside scenarios. First Scenario
focuses on (i) product demand
decline risk; (ii) technology and
resilience risk; (iii) external parties
dependency risk; and (iv) climate
change risk. Second Scenario focuses
on (i) product demand decline risk;
(ii) technology and resilience risk; (iii)
external parties dependency risk; (iv)
physical security risk; and (v) climate
change risk. Third Scenario focuses
on (i) product demand decline risk;
(ii) technology and resilience risk;
(iii) external parties dependency
risk; and (iv) climate change risk.
The Directors also considered the
potential mitigating actions that the
Group could take to preserve liquidity
and ensure compliance with the
Group’s financial covenants. In doing
so, judgement has been applied in
determining whether such actions
would be reasonably possible to
execute as well as the financial
impact of taking such actions. In
terms of mitigating actions, the
Directors are confident that they
would be able to take similar actions
to those taken during previous
economic downturns.
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STRATEGIC REPORT
Applied risks were estimated to
create severe but plausible downside
scenarios covered in the first and
the second scenario and took into
account the development of net
revenues, level of OpEx and levels
of CapEx. The scenarios were also
modelled to test potential occurrence
of any liquidity issue of the Group,
both first and second scenarios
have proven that the Group operates
with sufficient level of liquidity
headroom and ability to meet financial
covenants.
Along with this analysis, the Directors
have considered a reverse stress
tests scenario (third scenario) in order
to further assess the Company’s and
the Group’s viability. In the reverse
stress test, there are assumed, as
described in detail above, primarily
impacts of (i) long-term and severe
macro-economic crisis (market
(ii) severe impact of climate changes.
This reverse test scenario considered
the negative changes required from
these factors and as mentioned
above, the Directors also considered
the potential mitigating actions that
the Group could take to preserve
liquidity and ensure compliance with
the Group’s financial covenants.
Considering the level of stress test
scenario, the Directors have no
reason to believe that the Company
and the Group will no be viable over
the long-term period.
VIABILITY STATEMENT
Based on the above described
assessment of the principal risks
facing the Company and the Group,
stress testing and reverse stress
testing undertaken to assess
the Company’s and the Group’s
prospects, the Board of Directors
have a reasonable expectation that
the Company and the Group will be
able to continue in operation and
retain sufficient available cash to
meet its liabilities as they fall due
over the period to 31 December
2024 and consequently, the Group
proved it will remain relevant and
solvent in the medium to long-term
considering technological, social and
environmental changes expected to
happen in the medium to long-term
period.
GOING CONCERN
The Board of Directors have
considered the financial prospects
of the Company and the Group for
the foreseeable future, which is at
least the next 12 months and made
an assessment of the Company’s
and the Group’s ability to continue
as a going concern. The Directors’
assessment included consideration
of the availability of the Company’s
and the Group’s credit facilities, cash
flow forecasts and stress scenarios.
Stress test scenarios applied in the
Going concern statement are in
line with scenarios covered in the
Viability statement, except application
of climate changes risk. Climate
changes risk was stress tested only
for Viability statement, this risk is
modelled with an effect on Company’s
business from the beginning of
financial year 2024, this period is
beyond tested period applicable
for Going concern statement. The
Board of Directors are satisfied that
the Company and the Group has the
resources to continue business for
the foreseeable future, in particular
given the level of cash balances
available following the IPO, and
furthermore are not aware of any
material uncertainties that may cast
significant doubt upon the Company’s
and the Group’s ability to continue
as a going concern and the Board of
Directors considers it is appropriate
to adopt the going concern basis of
accounting in preparing the annual
financial statements.
Viability Statement CONTINUED
In accordance with section
414CZA of the Companies
Act, the Directors provide
the following statement that
describes how they have had
regard to the matters set out
in section 172(1)(a) to (f) when
performing their duty under
section 172. It outlines how the
Board of Directors promote the
success of the Company for
the benefit of its members as
a whole, by engaging with key
stakeholders to better inform
their decision making.
Eurowag puts stakeholder considerations and sustainable
business practises at the heart of its purpose: to create
sustainable financial and technological solutions for the
benefit of the commercial road transport industry, society
and the environment.
The Non-Executive Directors of the Board were formally
appointed in September 2021. The Board as a whole
delegates certain engagement responsibilities to individual
Non-Executive Directors, the Executive team, including
the Group Chief Executive, Chief Financial Officer and
relevant Executive Committee members, as well as
senior management. These individuals provide the
Board with updates on stakeholder developments and
interests and this feedback helps inform the Board as it
takes principal decisions, including the development of
business strategy. The Board recognises that proactive
and two-way dialogue with stakeholders is a critical part
of the Company’s long-term success. Thus, the Board will
continue to take stakeholder interests and concerns into
account as part of its decision making process.
The following outlines the Board and Executive team’s
approach for listening to and engaging with specific
stakeholder groups.
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Our Engagement with Stakeholders
INVESTORS INITIAL PUBLIC OFFERING
REGULATORS AND GOVERNMENT
Eurowag monitors policy and
regulatory developments across
Europe, as well as in our priority
markets. Our business lines are
affected by complex and changing
requirements in the countries where
we operate, covering a wide range
of topics from carbon reduction
in transport to VAT legislation and
GDPR. The legal and compliance
functions are responsible for
overseeing these developments and
report regularly to the Executive
Committee. In 2022, the Board will
also receive relevant and material
developments that present both risks
and opportunities for the industry,
Eurowag and our customers. We
participate in a number of trade
bodies including the International
Road Transport Union, FCE, UPEI
(an industry body representing
independent fuel suppliers in
Europe), CHARIN, AETIS (the
Association of Electronic Toll and
Industry and Trade), to monitor and
engage with stakeholders in the
regulatory and policy arenas.
Key topics of interest and concern
during 2021 included:
• policies relating to energy
transition, including the
EU Mobility Package and
alternative-energy directives
• consultations and further
engagement with the FCA in the
lead up to the Company’s IPO on
the London Stock Exchange
• evolving policy and legislation
relating to energy efficiency and
carbon reduction, and reporting
requirements in Europe and key
markets
• policy on new toll payment
solutions for EETS and
national tolls
• changes in VAT legislation in
Europe and the OECD’s new
international tax framework
• payment services legislation
interpretation and updates
• engaging with regulators in
Hungary on the acquisition
of WebEye
The Investor Relations function
facilitates communication
with existing and prospective
Shareholders. The Head of Investor
Relations supports the CFO and the
CEO in briefings to the Board and
provides feedback from investors,
analysts and brokers on the
Company’s performance and general
shareholder sentiment on priorities
such as ESG and remuneration.
In the period between IPO and
the financial year end, the team
held more than 30 meetings with
investors and analysts. Due to the
ongoing pandemic, all meetings
were virtual. Key topics of interest in
2021 included:
• listing on the London Stock
Exchange and performance after
the IPO
• growth strategy and
technological investment
• M&A strategy and recent
transactions
• use of proceeds from the IPO
• industry trends, especially the
potential impacts of energy
transition
The Board was established ahead
of the IPO on the London Stock
Exchange and has been involved in
advising and supporting the process
for listing. The Executive Committee
and Board recognised that the
IPO would be instrumental to the
future success and sustainability of
the business. A successful listing
would enable the Company to
accelerate its growth and achieve
its vision to ensure that businesses
in the CRT sector can access and
benefit from digitisation before,
during and after every journey.
Throughout the process, the Head
of Investor Relations, the CEO and
CFO, alongside advisors, provided
the Board with regular updates
about the concerns and interests
from prospective investors and
feedback from other stakeholders,
including sponsors and advisors.
In preparation for the IPO, the
Board and Executive Committee
implemented a strong governance
framework, which reflects the
Company’s desire to maintain a
reputation for high standards of
business conduct. The topics of
most interest included:
• competitive position of Eurowag
• strategy for growing the
business, including geographic
expansion
• risks and opportunities to the
business
• technological transformation of
the industry, digital trends and
impacts of energy transition
• changes in governance
• environmental and social
impacts
• M&A strategy and investment in
technology
Ahead of the IPO, the Group
undertook 38 individual meetings,
more than 30 group meetings and
300 calls to potential investors from
banks representing Eurowag. These
calls included participation from
the Executive Directors. Following
the IPO, the investor relations team
continues to engage with investors
and provide regular updates to
the Board.
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60
STRATEGIC REPORT
Our Engagement with Stakeholders
CONTINUED
CUSTOMERS
Customer engagement is led by
the Chief Commercial Officer who
oversees the go-to-market strategy
based on three geographic clusters
Europe) and the Group Marketing
team. The Chief Commercial Officer
is a member of the Executive
Committee and responsible for
providing updates to the Board on
customer insights. The mechanisms
for engaging with customers include
direct sales through area sales
managers, supported by a telesales
team; and indirect sales through
leads generated by third-party
relationships, focusing on verticals
and co-branded solutions. Both
models are supported by digital sales,
which in itself became an independent
channel in 2021. The Group’s
technology platform is designed to
offer a seamless customer experience
from on-boarding to screening, risk
management as well as ongoing
customer relationship management
(“CRM”). In 2021, we allowed for
fully digital customer acquisition and
onboarding, which is aimed at smaller
fleets.
In addition, the marketing and
customer teams engage with
customers through surveys that
provide formal, quantitative insight into
customer needs and interests. The
teams also secure unique insight into
the needs of truckers through the
Road Lords app, a truck navigation
GPS app for Android users. In
addition to providing specialised
routes for trucks and other large
vehicles, it serves as a social platform,
linking drivers to other drivers. We
also monitor the level and type of
customer complaints so we can
address customer concerns.
A key measure for assessing the
quality of our engagement with, and
support to, customers is our customer
Net Promoter Score (“NPS”). Our
NPS allows us to effectively gauge
the customer experience and track
how well we are developing our
relationship with our customers. This
factor was a key consideration for the
Remuneration Committee in ensuring
remuneration is aligned with our
customer-centric strategy. Therefore,
in 2022, this measure will be a leading
KPI that informs an element of annual
bonus targets and remuneration.
In 2021, key topics of interests to
Eurowag customers included:
• availability of the workforce
including drivers
• availability of parking
• costs and administrative burdens
associated with changes to
regulation in home markets and
across borders
• health and safety on the road
• e-tolling changes in Poland
• rising price of fuel
• competitiveness and small
margins
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EMPLOYEES PURPOSE, CULTURE AND VALUES
The Chief People Officer has primary
responsibility for ensuring that
workforce-related issues are tabled
at the Executive Committee and
with the Board. The Chief People
Officer is a member of the Executive
Committee and is responsible for
the Company’s culture and values
framework as well as the diversity,
equity and inclusion strategy. In
addition, Susan Hooper, has been
appointed as the Non-Executive
Director responsible for workforce
engagement issues. The HR function
regularly engages with the workforce
through several channels, including
through the onboarding process,
annual engagement survey and Pulse
surveys. In early 2022, the Chairman
and other Board members visited
the Prague headquarters to meet
leaders and employees. In addition,
these visits will include engaging
with employees to hear the topics of
interest and concern to the workforce.
The Board will look to insights and
trends from employee pulse and
employee Net
Promoter Scores (“eNPS”). These
tools allow the Board to understand
the sentiment of our employees and
how they feel about working for
us. This in turn provides the Board
with the opportunity to develop
relationships and focus on what
matters to the workforce. It is vital we
align the interests of our employees
with our strategy so, in 2022, eNPS
will also inform an element of annual
bonus targets and remuneration
alongside NPS as a KPI. Our Culture
Amp tool provides the means for
employee engagement surveys
as well as benchmarking against
technology peers across Europe.
Employee engagement and employee
net promoter scores are another
key measure the Board will use to
understand the quality of workforce
engagement.
In October, the Board held a session
on the purpose and values of the
Group. The discussion included
an overview of Eurowag’s Culture
Manifesto, which sets out the
framework for maintaining a strong,
ethical and responsible culture. By
setting and developing the Eurowag
purpose and values in an attempt
to achieve the desired culture, the
Board, through management, are
establishing practices that allow
us to maintain our high standards
of business conduct. Furthermore,
the Board is ensuring we continue
to build strong relationships with
our customers through nurturing
and promoting a culture within
the organisation that sets high
standards for the way we interact
with them.
Crucially, the discussions also
included the practical role that
our purpose and values plays in
the recruitment, management,
development and retention of the
Group’s workforce and overall
culture.
For more information on
Eurowag’s purpose and values,
please refer to page 104
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
62
STRATEGIC REPORT
Our Engagement with Stakeholders CONTINUED
SOCIETY AND THE ENVIRONMENT GROUP RISK FRAMEWORK
During the year, the Board
considered and approved the Risk
Management section. This is built on
a “three lines of defence” model and
includes a Risk Management code,
Risk Assessment directive, Risk
Monitoring and Reporting directive
as well as an Incidents Management
directive. Since Q4 2021, Group risk
updates have been provided to the
Audit and Risk Committee quarterly.
The foundation of the entire risk
process considers interfaces and
risks covering all stakeholders,
including customers, suppliers,
employees, shareholders, regulators,
the environment and society at
large. Our ability to manage these
risks has a direct impact on the
preservation of relationships with all
stakeholders.
For more information on
the Risk Framework and
Governance, please refer
to page 48
In 2021, Eurowag established a
sustainability function to oversee
our strategy for covering a wide
range of environment, social and
governance (“ESG”) topics. This
includes responsibility for providing
the Board and Executive Committee
with news of external developments
and trends, as well as applicable
policy developments covering
sustainability issues. The function
will also be responsible for engaging
with opinion formers, non-profit and
charitable organisations working
on environmental and social issues.
Further, the Board appointed Susan
Hooper as the Company’s designated
Non-Executive ESG Representative
for the Company and on the
Group’s ESG Executive Committee,
with effect from 1 January 2022.
During the financial year the Board
undertook alternative arrangements
for workforce engagement in
accordance with provision 5 of the UK
Corporate Governance Code. Since
her appointment to the Board, Susan
has been involved in developing and
formalising the Group ESG strategy.
In her capacity as ESG Director,
Susan will ensure the Board considers
sustainability and stakeholder views
in their discussions and decisions. In
October, the Board considered and
approved Eurowag’s new sustainability
strategy. Developed in early 2021,
this strategy includes commitments
covering material topics in the
environmental, social and governance
arenas.
The strategy has been informed by a
formal materiality analysis, conducted
during 2021. This exercise examined
the ESG issues of greatest interest
and concern to the Company and
industry stakeholders. The initial
materiality analysis examined and
prioritised 14 social, environmental
and ethical issues including climate
change, data protection, diversity,
equity and inclusion, employee
engagement, workplace wellbeing,
supporting our customers in the
energy transition, and on efficiency
as well as wellbeing and financial
sustainability.
Key issues of interest and under
discussion at the Executive
Committee and Board during the year
included
• developing and implementing
Eurowag’s ESG Sustainability
Strategy
• impacts, opportunities and
implications of ESG developments,
including climate change and the
energy transition
• non-financial reporting and
disclosure requirements
For more information on
Eurowag’s sustainability strategy
and the materiality analysis,
please refer to pages 68 to
The following outlines the strategic
topics and principal decisions
considered by the Board along with
their consideration of stakeholder
interest and concerns.
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OVERVIEW
THE IMPORTANCE OF ESG
AND A SUSTAINABLE INDUSTRY
Eurowag will achieve strong,
resilient long-term growth only
by staying at the forefront of the
commercial road transport (“CRT”)
industry as it transforms and works
towards being a more efficient,
decarbonised, and socially impactful
industry. This commitment is at
the heart of our Group culture. We
have launched an ambitious new
sustainability strategy to accelerate
our creation of sustainable financial
and technological solutions for the
overall benefit of the CRT industry,
society, and the environment. Having
established the foundations for
sustainability, we will evolve our
approach in line with evolving societal
expectations, making it part of our
day-to-day way of working.
We are reinforcing this approach at an
important time in the transformation
of our business, our industry, and of
society more broadly. Climate change,
and the energy transition specifically,
is one of the most defining and
unprecedented challenges of our
times. CRT emissions contribute to
approximately 9% of the greenhouse
gas (“GHG”) emissions in Europe
(source: Eurostat) so the sector
has an important role to play in
contributing to a low-carbon future.
Policymakers are incentivising
change, investors demanding more
transparency, and the industry is
investing in new technologies and
powertrains. However, the CRT
sector faces significant challenges
in adopting low-carbon powertrain
options or the digitalisation essential
for reducing energy intensity. These
challenges include the availability
of charging and alternative-fuel
networks, rapidly evolving regulation,
inconsistent approaches towards
taxation and subsidies across
Europe, and limited availability of
viable battery and alternative-fuel
trucks. All of these affect the total
cost of ownership for CRT customers
https://www.mckinsey.com/
industries/automotive-and-assembly/
our-insights/road-freight-global-
pathways-report.
There will be many important
factors for improving efficiency and
reducing emissions – investing in
alternative fuels and e-mobility, digital
solutions and seamlessly connecting
participants in the road-transport
ecosystem. Collaboration – including
with car manufacturers, energy
retail outlets, financial services
providers, shippers, policymakers and
municipalities – will play a crucial role
in fast and cost-efficient transition to
lower-carbon transport. We also need
to ensure that people working in the
industry, such as drivers, dispatchers
and infrastructure personnel,
also benefit from the focus on
sustainability, by helping improve their
wellbeing and safety, and reducing
stress and feelings of isolation.
CRT-related jobs employ
approximately 20 million people, with
a large proportion of businesses in
the sector being small or medium-
sized. The sector forms an essential
pillar of the economy, touching our
daily lives, enabling vast cross-border
trade, and ensuring that essential
products and services are delivered
on time, safely, to consumers across
the continent.
We believe the Eurowag platform
and its expanding set of solutions
will play an important role in helping
the CRT sector meet the challenges,
overcome the barriers, and become
more successful, resilient and
environmentally sustainable.
As a leading mobility and
payments platform provider
to the CRT sector, we aim
to help small business
customers grow, compete
and prosper in a digital, low
carbon future.”
Susan Hooper
Independent Non-Executive Director & ESG Board Representative
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STRATEGIC REPORT
Responsibility and Sustainability
OUR APPROACH
Eurowag is driving the transformation of the commercial road transport industry to create a successful, resilient,
sustainable future for our customers, communities and company.
We have always believed that we succeed and grow as a company when our customers, communities and colleagues
succeed and grow. With the decarbonisation imperative growing in urgency, we are intensifying our efforts to make life
more fair, secure and sustainable for the people at the heart of the CRT industry.
In 2021, we worked with ESG experts to examine our material impact on the world. We used these insights to shape our
new sustainability strategy and targets. Our approach focusses on three areas:
OUR INDUSTRY.
We are committed to creating
structural solutions to power the
CRT industry’s transition into a
low carbon future. Our priorities
are to build a better-connected
industry, increase access to
lower carbon mobility solutions
and reduce emissions across
the CRT value chain.
OUR CUSTOMERS.
We are determined to help
SME customers transition
into a low-carbon future and
prosper as business owners. Our
priorities are to help customers
improve operational efficiency
and reduce emissions, to help
improve customer wellbeing
and safety, and to support
SME business success through
financing and advice.
OUR COMPANY, COLLEAGUES
AND COMMUNITIES.
We are working to achieve the
highest responsible business
standards in a thriving inclusive
culture. Our priorities are to
reduce our direct emissions,
develop an ambitious DEI
strategy, and make a positive
impact on our communities
through our employee-
driven charitable giving and
volunteering programme.
HELPING OUR CUSTOMERS AND INDUSTRY TRANSITION TO A LOW CARBON FUTURE
Decarbonisation is the defining issue of the decade for every sector of society – including the road transport industry.
For Eurowag’s largest customer base – small carrier businesses with limited capital – rising to this imperative is a
significant challenge. Carriers face limited availability of charging and alternative fuel networks, limited availability of
battery and alternative fuel trucks, and inconsistent regulations, subsidies, and taxation programmes across Europe.
Given that Eurowag’s services are deeply embedded in our carriers’ everyday operations, we have a unique
opportunity to help and inspire small business to tackle these challenges and succeed and grow.
We have outlined our sustainability commitments and targets under three pillars:
operating responsibly, leading the sector and transforming the industry and wider society.
In addition to setting out a formalized strategy and
commitments, key areas of progress during the year
include:
• Establishing a sustainability function and
strengthened ESG governance
• Setting new ESG targets including:
− A carbon reduction target to reduce emissions
by 50% by 2030 on a 2019 baseline.
− A DEI target to have 40% female representation
in leadership roles by 2025 on a 2021 baseline.
− Achievement of a top 25% of employee
engagement score as compared to EU Tech
companies benchmark by 2025.
• Expanding the scope of ESG performance metrics
publicly reported including reporting in line with TCFD
requirements.
Whilst we have formalized our approach in 2021,
we recognize there is much more to be done.
We are committed to accelerate progress against
our commitments and ultimately:
• help our customers prosper
• make road transport cleaner, more efficient and safer
• help our employees and communities thrive in a
healthy environment
In the following sections, you will find an overview of
• Governance and oversight of sustainability in Eurowag
• Material issues of interest to our business and society
• Our commitments under the 3 pillars
• Data and progress covering environment (including
our TCFD statement), social and governance topics.
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ESG GOVERNANCE
This year, we established a governance structure to agree and monitor implementation of our ESG strategy. The Board of
Directors is ultimately responsible for ESG, but delegates accountability to the ESG Executive Committee, from where it
receives regular updates, as well as periodic presentations. The Committee is facilitated by the VP of Sustainability and
comprises one independent Non-Executive Director, Susan Hooper, the CEO, Martin Vohánka, and senior executives from
legal, human resources, communications, commercial and investor relations, as well as an environmental subject matter
expert. It sets the strategic direction and tracks progress of the ESG strategy, related policies and reporting, as well as
monitors ESG risks and opportunities. It meets every two months.
We also have an operational monthly ESG Operational Committee, where representatives from around the business
coordinate the day-to-day running of the strategy. During the year, we also established a sustainability function to
facilitate this, and to ensure ESG is part of our decision making processes. We have also introduced a formal ESG policy
that codifies and sets out our governance and approach for integrating sustainability into our business, as well as
monitoring and reporting on its progress.
ESG GOVERNANCE AND ACCOUNTABILITY
BOARD OF DIRECTORS OVERSEES THE STRATEGY
ESG EXECUTIVE COMMITTEE
LEADERSHIP AND STRATEGY
SUSTAINABILITY FUNCTION
FUNCTIONAL LEADERSHIP AND SUPPORT
ESG OPERATIONAL COMMITTEE
COORDINATION AND MANAGEMENT
FUNCTIONAL
LEADERS
BUSINESS
UNITS
COUNTRY
OPERATIONS
(offices and truck parks)
IMPLEMENTATION
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WHAT ISSUES ARE MATERIAL TO
OUR STAKEHOLDERS?
In developing our ESG strategy, we
ran an extensive materiality analysis
to identify our most material ESG
topics. This helped us prioritise the
issues that concern our stakeholders,
and understand their level of
importance and how we can respond
effectively to them. As well as
interviewing Board members and
senior management, we surveyed a
cross section of stakeholders such
as investors, employees, suppliers,
customers as well as drivers.
The process was as follows:
• We defined a long list of important
industry topics.
• We shortened the list to relevant
topics.
• We conducted our survey with key
stakeholders.
• We drafted our initial materiality
matrix.
• We fine-tuned based on selective
peer review and expert input.
We asked those surveyed to prioritise
issues according to relevance and
importance. We reviewed the results
in the context of ESG topics relevant
to the mobility and payments sectors,
peers and competitors, as well as to
adjacent sectors with overlapping
Prevention of anti-
competitive practices
Employee health and
wellbeing
Non-discrimination
Socioeconomic tax
compliance
Employee development
and retention
Corporate management
and business continuity
Not abusing
dominant position
toward stakeholders
Product material
sustainability
Truck park notice and
light pollution
Improving EW
water usage
Waste management and
prevention of accidents
with environmental impact
Improving life time
of trucks
Here we outline the
issues our stakeholders
consider important and
which could have an
impact on the business.
IMPORTANCE TO STAKEHOLDERS
MAJOR
SIGNIFICANT
MODERATE
MODERATE
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Responsibility and Sustainability CONTINUED
stakeholder interests. The exercise
highlighted 14 material topics, which
we categorised into three pillars of
commitments that map to our strategy:
• Transform: those where we can
make a game-changing difference
to the CRT industry
• Lead: those where we have an
ambition to be at the forefront in
having a positive impact
• Operate responsibly: those where
we must uphold best-in-class
industry standards
Here we outline the issues our
stakeholders consider important and
which could have an impact on the
business.
We will review the materiality analysis
annually to identify any significant
developments and continue to
monitor emerging issues
as their materiality increases. We
will supplement this by monitoring
developments in the mobility and
payments sector and the wider
business landscape, as well as
changes to mobility and climate
change policies and regulation in
Europe. We will also conduct further
stakeholder dialogue to this end.
Customer privacy and
data security
Reducing CRT emissions
Preventing violation of
human rights
Anti-corruption and
anti-bribery
Ethical business
conduct
Reducing
emissions directly
attributed to EW
Energy transition
and employment
Transparency and
financial regulatoty
compliance
Risk management and
business continuity
Creating high-quality
local job opportunities
Selling practices
Product safety
and quality
Supply chain
sustainability and
responsible procurement
Helping small truckers
be more successful
Sustainable
operations
Engagement with
charities and community
organisations
Improving trucker’s
wellbeing and safety
Environmental
compliance
MAJORSIGNIFICANT
IMPACT ON BUSINESS/IMPACT OF BUSINESS
Key
Environment
Social
Governance
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OUR ESG STRATEGY
Our ambition is underpinned by commitments and targets under three pillars: operating responsibly, leading the
industry and transforming industry and wider society
OUR ESG COMMITMENTS
IN DEPTH
1. Transform the CRT industry
At the heart of our strategy is a focus
on helping our customers compete
and grow in a low-carbon, digital
future. Our commitments under this
pillar:
• Enabling the clean-energy
transition
continues to decarbonise
transport, we will support our
customers by developing our
acceptance and retail network to
offer cleaner mobility solutions,
including alternative fuels. We
will also further develop modern
technological solutions and
services to help our customers
electrify their fleet.
• Reducing customer CRT
emissions through efficiency
solutions through our telematics
and navigation businesses, to help
improve the efficiency of loads,
as well as navigation solutions
to optimise routes. We aim to
decrease CRT emissions in our
customer fleet by 2030.
• Ensuring customers’ success
transport businesses who may
be struggling to compete due to
their size and access to financing,
offering benefits and services
at attractive terms, and helping
them expand into new segments.
In 2021, we began to survey our
customers to create a baseline
understanding of their beliefs.
Through our first customers’
survey in Q4 2021, of those
surveyed, 65% of respondents felt
we were supporting their success.
We are aiming to increase this
proportion year-on-year.
• Improving customer wellbeing
and safety
specifically, face significant
challenges on the road, from
loneliness to physical safety. To
that end, the safety and wellbeing
of our customers is one of our top
priorities. Through our services,
such as Road Lords, we intend
to create a stronger community,
as well as improve the quality
of customer experience at our
truck parks and across our
entire network. In Q4 2021, we
surveyed our customers to better
understand how they feel about
this, and how we can improve and
create a baseline figure we can
use to monitor how we are doing.
Of customers surveyed and asked
about their views on how Eurowag
is supporting wellbeing and safety,
73% said that they believed we are
supporting their wellbeing.
ESG is at the heart of our purpose: To create sustainable financial and technological
solutions for the benefit of our industry, society and the environment.
OUR AMBITION AND FOCUS
We are committed to fulfilling industry and
regulatory standards, upholding responsible and
ethical business conduct, and making a positive
impact in the communities where we operate.
These include the following areas
• Supply-chain sustainability and responsible
procurement
• Engagement with CSR activities
• Customer privacy and data security
• Transparency and financial regulatory
compliance
• Anti-corruption and anti-bribery
• Ethical business conduct
• Responsible sales practices
We are committed to lead
the industry by exceeding
best practice
• Reducing our direct
emissions
• Promoting diversity,
equity and inclusion
• Creating high-quality
local job opportunities
We help transform our
industry and wider society
• Enabling the energy
transition
• Reducing CRT
emissions
• Helping small truckers
be more successful
• Improving truckers’
wellbeing and safety
OPERATE RESPONSIBLY LEAD TRANSFORM
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2. Lead our industry
Our second pillar is to lead our sector
in three key areas:
• Reduce our direct emissions
have set a 2030 target to reduce
our Scope 1 and 2 emissions by
50% from a 2019 baseline year.
We will do this through a range
of initiatives, including decreasing
consumption and investing in
renewable energy. As Eurowag
recognises that Scope 3 emissions
make up the majority of our total
emissions, we have also initiated
specific workstreams to reduce
those emissions in our material
categories
• Promote diversity, equity and
inclusion in our recruitment and
employment
target to increase representation
of females in leadership roles
to 40% by 2025, using a 2021
baseline. In 2021, we began to
develop our diversity, equity,
and inclusion strategy. For more
information, please see page 86.
• Create high-quality local job
opportunities
preferred employer in the markets
where we operate, by providing
an inclusive, open culture
with high-quality professional
development opportunities as well
as competitive benefits. We have
set a target of reaching the top
25% of employee engagement
scores in EU Tech companies by
2025. We will use our Culture AMP
platform to measure this through
our employee net promoter scores
and pulse surveys, and benchmark
against EU tech companies. For
more on how we are supporting
the development of our workforce,
please see page 84.
3. Operate responsibly
The third pillar of our strategy is
to uphold the highest ethical and
responsible business and industry
standards. This covers the following
commitments.
• Promote sustainable supply-
chain practices and responsible
procurement
to identify and mitigate supply-
chain risks, and ensure we follow
responsible and sustainable
practices when purchasing goods
and services. This includes
understanding and managing risk
from environmental, compliance
and social issues within our supply
chain, including ensuring we
uphold human rights and combat
modern slavery. In 2021, we began
to measure our Scope 3 emissions
using a 2019 baseline. During the
course of 2022, we will develop
a 2030 emissions target as well
as measure material categories
of Scope 3 emissions for 2021.
We will also begin to engage with
our suppliers on how best to use
our portfolio to help them reduce
emissions from trucks carrying
fuel to our stations and network.
• Create a positive impact in
the communities where we
operate, through employee-led
philanthropy
volunteering programme is well
established, and we will continue
to donate 1% of consolidated
earnings before interest and tax
annually to charitable causes. Our
community investment programme
includes both employee giving and
volunteering.
• Operate ethically and with
integrity, including anti-
corruption
the environment of trust,
transparency, accountability and
business integrity necessary to
achieve sustainable long-term
success. Our code of conduct sets
out our principles, expectations,
and rules, and includes our
commitment to comply with
anti-corruption laws. For this,
our compliance team oversee
our policies and programme of
training.
• Promote transparency and
financial regulatory compliance,
including anti-money-laundering
a structured programme to
ensure compliance with anti-
money-laundering and financial
regulatory requirements.
We continuously strengthen
our compliance programme
including policies, training, risk
assessment and monitoring. In
addition, we have taken steps to
further improve efficiency and
effectiveness through automation
and digitisation of our tools and
programming.
• Customer privacy and data
security
to safeguard the data of our
customers and employees, and to
comply with GDPR and industry
standards. We have policies,
training, risk assessments and
a GDPR programme in place,
which we work continuously to
strengthen.
• Uphold responsible selling
practices
sales and commercial teams act
responsibly and ethically when
selling our products and services.
We will assess our performance
with regular reviews of complaints,
insights from our customer
experience team and feedback
from customer surveys.
STRATEGIC PROGRESS AND
• Conducted a materiality exercise
to define our key areas of focus.
• Formalised the sustainability
governance and function.
• Published our commitments under
three pillars
• Developed a methodology for
quantitative and qualitative KPIs.
• Collected baseline data and,
where possible, comparative data,
for key metrics. Expanding the
scope of ESG performance metrics
publicly disclosed.
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AND ESG REPORTING
As part of formalising our ESG
strategy, in 2021, we set both
quantitative and qualitative KPIs
to measure progress towards our
targets, alongside some other KPIs in
the early stages of development. We
also began collecting baseline data
for the KPIs. In this report, we include
ESG data for the metrics we have
finalised, and where data is available
for the baseline and current year. We
will report with reference to GRI and
SASB. For more information, please
see our Investor Relations website
https://investors.eurowag.com. In
2022, we will further develop the
quality and scope of our non-financial
metrics and targets and include these
in future reports.
Human Capital Development and
Diversity, Equity and Inclusion
Performance data is on page 86
Performance data for
Governance, Compliance, and
Ethical matters is on page 88
ENVIRONMENT
• Set carbon reduction targets for
our direct operations
• Initiated a climate-related risk
assessment to understand risks
and opportunities.
• Published baseline and
current-year carbon data
• Began renewable energy
purchasing and investments
across the Group
• Continued expansion of our
alternative and e-mobility solution
offering in Europe
Climate change is a defining issue for
our generation. This year’s historic
COP26 climate change conference
highlighted the urgency of the
challenge as well as the need for the
corporate sector to work closely with
governments, the public and private
financial sector, local communities
and NGOs to tackle it.
As part of our strategy, we have
started to measure our carbon
emissions as well as set a carbon
reduction target for our operations.
We are also setting targets for
reducing emissions in our supply
chain, and are developing mobility
solutions to help our customers improve efficiency and the transition to
a low-carbon future. At an operational level, our energy business unit
plays an instrumental role in overseeing environmental management at
site and operational levels, working with retail network, country and office
management. We have made a commitment to reduce emissions from our
of our annual ESG reporting, we define direct operations as operations in which
the Group has a 50% or more ownership . Within this boundary, we account
for 100% of the GHG emissions from owned assets and leased assets that
are treated as wholly owned assets in financial accounting and are recorded
as such on the balance sheet. We will achieve this through a combination of
shifting to renewable energy for our offices and retail operations, using LED
lighting to improve energy efficiency in our buildings, installing electric vehicle
chargers in the headquarters garage, and using electric cars in our fleet.
After exploring a wide range of mitigation measures, we will also define our
approach for purchasing carbon offsets.
The table below show three years of emissions data, including our 2019
baseline data for Scope 1 and 2.
Total Energy Consumption (kWh) 6,388,280 6,339,958
2
e) 1,070 1,225
2
e) –
Location-based 1,360 1,227
2
2,430 2,452
2
e) –
Market-based 1,534 1,387
2
2,604 2,612
GHG Intensity Petrol stations
2
e/refuelling point) –
Location-based – 5.93
2
e/
– 36.41
CO
2
– 6.52
2
e/
– 39.52
In 2021, we have seen a 4.4%
increase in our total Scope 1 and 2
GHGs emissions (location-based)
compared to our 2019 baseline. We
have also recorded a 3.5% increase
in our total Scope 1 and 2 GHGs
emissions (location-based) in 2021
compared to 2020, which was due to
2020 and the addition of new assets
to the business, which have led
to a 10.1% increase in total energy
consumption. We have also split
our emissions between offices and
petrol stations to calculate relevant
GHG intensity measures for each. For
petrol stations we have calculated
our GHG intensity per refuelling point
whereas for offices we have used
surface area as our denominator.
In 2019, we have mapped our
Scope 3 emissions against all 15
categories of the Greenhouse
Gases Protocol and calculated our
emissions in all relevant categories.
In 2019, our total Scope 3 emissions
amounted to 4,546,185 tonnes of
CO
2
e, of which 78.9% are from the
Greenhouse Gas Protocol Category
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CASE STUDY
Sygic – recognised for its
contribution to sustainability
In 2020, Sygic, part of the Eurowag Group, became
the first navigation system worldwide with a mode
and an integrated payment system for charging.
It has successfully grown its user base and set
of features during 2021. By introducing the EV
driver mode, available for free, Sygic aims to
help solve the charging and range anxiety
connected with electric vehicles. In
September 2021, Sygic was recognised
for this contribution to sustainable
mobility by Emerging Europe.
and Services), and 0.2% from all
other relevant categories, which
includes categories 2, 3, 4, 5, 6, 7
and 9. In 2022, we intend to publish
our Scope 3 emissions targets
using a 2019 baseline as well as the
2021 calculations for the material
categories of scope 3. We also
intend to participate in CDP’s climate
change questionnaire for the first
time in 2022 and align our targets
and strategy with the latest climate
science.
During 2021, we began a series of
initiatives to reduce our environmental
footprint. They included working
with suppliers on climate change
and carbon reduction commitments,
changing to renewable energy for
offices and other real estate, and
refreshing our corporate car policy to
incentivise uptake of hybrid and fully
electric cars. In 2021, we also began
to include environmental criteria in
our tender process for providers of
transport services for telematics
hardware and logistics services in our
Czech office. We are also growing the
network’s acceptance of transitional
fuels and clean-mobility solutions.
TCFD STATEMENT
Climate risk and TCFD statement
The Financial Conduct Authority
issued a Policy Statement in late
2020 requiring commercial companies
with a UK premium listing to include
a statement in their annual financial
report covering the period starting
on 1 January 2021. As a newly
established FTSE-listed Company and
in line with the UK’s Task Force on
Climate-related Financial Disclosures
(“TCFD”), we are including our first
statement this year.
The disclosures made below
are consistent with the TCFD
recommendations and recommended
disclosures, and therefore, adheres to
In the following statement, we outline
our compliance with all the elements
of the TCFD, except for three areas
quantification and measurement of
(interim and long term). For these
elements of the TCFD disclosure and
requirements, we have explained
our future plans and timeline for
complying with the relevant areas of
the TCFD requirements.
This statement outlines the
Company’s approach to identifying
and mitigating climate risk and is
based on a robust assessment
of our climate-related risks and
opportunities.
We also aim to continually improve
our understanding and management
of climate risk to further strengthen
our approach and future plans for the
Eurowag Group.
In 2021, during the process of
developing the Group’s new ESG
strategy, we began to identify
climate risks as part of our
materiality assessment. In addition,
we included climate risk as part of
the identification of ESG risks and
as part of the Group’s overall risk
process and governance framework.
Climate change and the energy
transition represent both a risk
and an opportunity for the Group.
Our reputation, operating and
compliance costs, and diversification
of revenue, may be influenced by
our pace of action, the pace of
the energy transition in the CRT
sector and by our customers in
the short, medium, and long term.
We currently derive a significant
portion of our revenues from fees
for fossil fuels transactions. We
note that changes in road transport
policy and regulations, the cost of
carbon, carbon taxation, changes
in market demand for alternative
fuel and clean mobility solutions,
and pace of adoption of low-carbon
powertrains by our customers, can
all influence the level of risk and
opportunity for the business. We
also recognise that extreme weather
events could pose a risk to business
continuity for our physical assets
and the need to monitor the impact
of such events on the health, safety
and wellbeing of our workforce and
customers. In addition, we have
made a commitment to reduce our
own carbon footprint, as well as
to contribute to solutions to help
customers make the transition to a
low-carbon future.
In 2022, we will continue to expand
the level and scope of our climate-
related risk assessment, how we
quantify those risks and how we
integrate them into both our strategic
and financial considerations.
Here we outline our progress and
approach, as well as plans for 2022.
The TCFD framework consists of four
core elements: governance, strategy,
risk management, and metrics and
targets. A summary of Eurowag’s
current approach against the four
core elements and plans for the
near future is provided in the next
table, including signposts to more
information.
73
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STRATEGIC REPORT
TCFD
disclosure
Current approach
Future plans
Additional reference
and information
Governance
a) Describe the
Board’s oversight of
climate-related risks
and opportunities.
Within Eurowag, the full Board oversees climate-related risk and opportunities
as part of its overall consideration of our ESG strategy. It oversees climate
risk in two ways. Firstly, through the Audit and Risk Committee, which
reviews principal risks. Secondly, in January 2022, the Board has appointed
Susan Hooper as its ESG Director. Part of her role is to be responsible for
reporting and advising the Board on climate risks and opportunities, as part
of discussions on the ESG strategy.
The Board will review the
effectiveness of the current
governance structure during the
course of 2022 and discuss any
changes to Board Governance
related to climate change and
ESG during the course of 2022.
See section on
ESG governance on
page 66
See section on
corporate governance
on page 156
b) Describe
management’s role
in assessing and
managing climate-
related risks and
opportunities.
At a management level, the ESG Executive Committee is responsible for
identifying and reviewing climate risks and escalating to the Group Risk
Officer on a monthly basis to ensure climate risks are factored into the Group
Risk process.
Currently transition risks are part of the in control framework for the Group.
Climate-related regulatory, compliance and policy risks are captured as part
of the risk process.
We will track and monitor our
performance and progress
towards meeting our GHG
target. This will be monitored by
the ESG Executive Committee
and will be part of internal
management reporting as well
as non-financial disclosures and
annual reporting.
In 2022, we will work to enhance
the quality and detail related to
specific climate-related risks.
Going forward, we will review
the climate risks associated
M&A activity as well as country
level activities that could
create climate-related risks or
opportunities for the Group
The Sustainability and Risk
functions are in the process
of working with the countries,
business units, CFO and other
functions to identify, review,
mitigate and quantify physical
and transitional climate risks.
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74
STRATEGIC REPORT
Responsibility and Sustainability CONTINUED
TCFD
disclosure
Current approach
Future plans
Additional reference
and information
Strategy
a) Describe the
climate-related risks
and opportunities
the organisation has
identified over the
short, medium, and
long term.
The heart of our ESG strategy is helping our customers compete and grow in
a low-carbon future. We have also made commitments to reducing our carbon
footprint in our operations and supply chain. The strategy is informed by our
materiality assessment. We will further adapt our climate strategy following
the outcomes of a risk assessment started in Q4 2021.
We have identified short, medium and long-term climate-related physical
and transitional risks and opportunities through a series of workshops with
business units and functional leaders. The timeframe for these risks are as
During the workshops, we assessed the resilience of our strategy in three
Assets and employees; Business model; Supply chain; and Customers. These
workshops were delivered in January 2022.
In 2022, we will continue to
refine and consolidate the risks
and opportunities identified
during these workshops by
piloting new tools to better
understand and identify climate
risks associated with our current
physical portfolio and supply.
See section on
ESG governance on
page 66
See section on
corporate governance
on page 156
b) Describe the impact
of climate-related
risks and opportunities
on the organisation’s
businesses, strategy,
and financial planning.
We have started the work to identify the potential impact of the climate-
related risks and opportunities we have identified during our workshops.
Climate has been considered as part of the preparation of the Viability
statement as well as the financial statements for 2021.
The Group’s reputation, operating and compliance costs, and diversification
of revenue may be influenced by our pace of action as well as the pace
of the energy transition within broader CRT enabling ecosystem and by
customers in the short, medium and long term. The energy transition poses
unique challenges for our small and medium sized customers, including
the availability of sufficient charging and alternative fuel networks, rapidly
evolving and yet unstable regulation raising significantly business risk, uneven
approach on taxation and subsidy programs across Europe as well as limited
availability of viable battery and alternative fuel trucks for commercial road
transport in the near term. All of which affect transition risks and the total
cost of ownership (“TCO”) as a key drivers for mass adoption of sustainable
alternatives. We also recognise that extreme weather events could pose a
risk to business continuity for our physical assets as well as the health and
wellbeing of our workforce. The Group also recognises that it is imperative to
take responsibility to reduce its own carbon footprint as well as contribute to
solutions to help its customers make the transition to a low carbon future.
To address these risk and opportunities, we are
• Investing in acceptance network to support uptake of alternative fuels
• Investing in eMobility solutions including a growth investment in
Last Mile Solutions to provide industry-leading eMobility services to
customers throughout Europe
• Investment in digitation and technologies to improve efficiency within
CRT road transport ecosystem and thus decrease energy and asset
intensity per tonne of transported good
• Eurowag will also explore how carbon reduction for its operations as
well as investment in products and services to support customers with
efficiency and emissions reductions will be a factor in capex investment
decisions
In 2022, the Sustainability
function will continue to work
with the Finance and Group Risk
function as well as the relevant
business units to assess the
impact of our climate-related
risks and related mitigation
measures.
This aim is to better understand
likelihood and impact (and
timeframes) of those climate-
related risks and opportunities
to ensure we have a robust
prioritisation process.
During the first half of 2022,
the Group will initiate work
to quantify climate risks
and impacts to enhance
consideration as part of strategy
and financial planning.
See section on
ESG governance on
page 66
See section on
corporate governance
on page 156
c) Describe the
resilience of the
organisation’s
strategy, taking into
consideration different
climate-related
scenarios, including a
2°C or lower scenario.
We have identified various climate-related risks and opportunities following
the series of workshops completed in January 2022.
The Company utilised three scenarios to identify physical and transitional
climate risks. This included a 1.5-degree scenario. In this world action
taken around the world has achieved the aims set out in the 2015 Paris
Agreement – global temperatures have been limited to 1.5°C compared
to pre-industrial levels. But that does not mean everything is the same as
today. There have been some physical changes and achieving this goal
has required a substantial shift in policy and behaviour. We also explored
a second scenario of a 2-degree world. In this scenario, change ebbs and
flows in the consciousness of leaders and the general public alike. Some
action has been taken, but it’s very much business as usual. It is a bit better
but global temperatures continue to climb, albeit slowly. And the impacts are
clear to see. Finally, we considered a 3-degree scenario. In this scenario,
Economies around the world have continued to be powered by fossil fuels
and promises made by global leaders have been largely ignored. Life has
continued much the same. As a result, the planet is in crisis and well past
the point of no return by 2030. Global warming has accelerated. This is not
doomsday, but the changes in climate are all around, tangible and in some
cases catastrophic.
Please see page 56 for the Company’s Viability statement and more detail on
the resilience of Eurowag’s business strategy.
As we are at the beginning
of our journey, we will be
continuing this work in 2022,
ensuring that our business
strategy and management
approach is resilient when
considering those different
plausible futures.
The Risk and Sustainability
functions will review the
business continuity plans for
assets in order to ensure that
considerations from the climate
scenarios are taken into account
in the plans.
See Viability statement
on page 56
STRATEGIC REPORT
Annual Report and Accounts EUROWAG
75
TCFD
disclosure
Current approach
Future plans
Additional reference
and information
Risk Management
a) Describe the
organisation’s
processes for
identifying and
assessing climate-
related risks.
The full Board is responsible for overseeing climate-related risks and
opportunities.
During the course of 2021, the Group initiated a materiality analysis to identify
material ESG issues for Eurowag. This included the identification of climate
risks and opportunities. In addition, the Sustainability function initiated a
series of workshops with the business units and functions to identify and
assess climate-related risks; using scenario analysis to identify those risks.
As part of the overall risk process, climate risks are escalated to the
risk function which then prepares the risk update to the Audit and
Risk Committee. This Committee reviews the climate-related risks and
opportunities as climate is a principal risk.
During the course of 2022,
the Group will fine tune
its processes for regularly
identifying and assessing
climate-related risks as part of
the overall risk process.
This will include a regular review
to update the climate risks in the
short, medium and long term.
This will also take into account
review of climate risks when
exploring M&A opportunities and
post acquisition integration.
See Principal risk on
page 53
b) Describe the
organisation’s
processes for
managing climate-
related risks.
Following the identification of climate-related risk and opportunities as part of
the materiality analysis in early 2021, Eurowag outlined a number of initiatives
to reduce its operational and supply chain emissions as well as developing
products/services to help its CRT customers reduce their emissions. This
process included review and development of opportunities with individual
business units. The Business units have included prioritised plans for climate
mitigation in their annual plan. This process will continue and be refined
during 2022, as the Group reviews its emissions data across Scope 1, 2 and 3
as well as conduct further analysis of climate scenarios.
Now that we have identified
our climate-related risks and
opportunities, we will be
working on quantifying these
impacts on our business and
take appropriate steps to
establish processes to manage
those risks.
See Principal risk on
page 53
c) Describe how
processes for
identifying, assessing,
and managing
climate-related risks
are integrated into the
organi sation’s overall
risk management.
Climate-related risk is a principal risk. The process for identifying, assessing
and managing climate-related risks as part of the overall risk management is
as follows:
As part of the overall risk process, climate risks are escalated to the
risk function, which then prepares the risk update to the Audit and
Risk Committee. This Committee reviews the climate-related risks and
opportunities as climate is a principal risk.
Each quarter the Chief Risk Officer prepares the principal risk register for
review by the Audit and Risk Committee of the Board. The source of the
information comes from risk focal points in individual business units and
functions, including the sustainability function. The nature of climate-related
issues raised via the individual BUs typically falls under the transitional risk
bucket and risks vary depending on the specific relevance of the climate to
the business.
Climate risk is treated like other risks (e.g. people, technology, etc).
During the course of 2022, the
Group will further enhance the
detail of specific climate risks,
the processes as well as training
to support the business to
identify and mitigate climate risk.
Crucially, the Group will initiate
a project to measure and then
quantify climate risks as part
of the overall risk management
process during the first half
of 2022.
See Principal risk on
page 53
Metrics and targets
a) Disclose the
metrics used by the
organisation to assess
climate-related risks
and opportunities in
line with its strategy
and risk management
process.
For 2021, the Group discloses the following metrics related to climate risks
and opportunities:
Risk: The Company discloses the absolute and intensity of carbon emissions
from Scope 1 and 2, the company has also disclosed the absolute emissions
from Scope 3 for 2019.
Opportunities: Eurowag discloses the volumes and transactions of alternative
fuels and alternative fuelling points across its network.
In 2022, we will expand the
metrics used by the Company
to assess climate risks and
opportunities. This includes a
quantitative assessment of the
impact of each of the material
climate-related risks and
opportunities identified.
See Environmental
section on page
b) Disclose Scope
1, Scope 2, and, if
appropriate, Scope
3 greenhouse gas
(“GHG”) emissions,
and the related risks.
We have disclosed our Scope 1 and 2 (both location and market-based) GHG
emissions for the last three years.
We are also reporting our baseline 2019 Scope 3 GHG emissions. Scope
reported as part of the Company’s submission to CDP for 2022 as well as in
the 2022 Annual Report.
These calculations can be found on page 72.
In 2022, we will be measuring
and disclosing our 2021 Scope
3 emissions. This will be part of
the CDP submission for 2022
and 2022 Annual Report.
See section on
non-financial metrics
on page
c) Describe the
targets used by
the organisation to
manage climate-
related risks and
opportunities and
performance against
targets.
We have set a target to reduce our absolute Scope 1 and 2 emissions by 50%
the analysis to develop a target and roadmap for Scope 3.
Additional work is in progress to set targets for our commitments related
to the energy transition and reducing CRT emissions. These measures will
cover our activities related to fuel sold, our network as well as technology and
services.
We are also measuring specific metrics related to volumes of alternative fuel
as well as the growth and uptake of e-mobility services.
During the course of 2022, the
Group plans to set and publish a
well as a carbon intensity target
The ESG Executive Committee
will review progress towards our
Scope 1 and 2 target and report
annually through the Annual
Report.
We will define metrics for
commitments across the
energy transition and help CRT
customers improve efficiency.
See section on
non-financial metrics
on page
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76
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Responsibility and Sustainability CONTINUED
Scenario Analysis
To comply with recommended
disclosure (c) under the Strategy
element, Eurowag has carried out
climate scenario analysis. Through
three workshops involving 25
participants from key business units
and functions, the Group aimed to
identify the resilience of its strategy
under three possible climate futures;
identify physical and transition risks
and opportunities; and identify
actions to mitigate risks and capture
opportunities.
With the support of external experts,
three scenarios were created. The
three scenarios were built based on
publicly available scenarios from the
Intergovernmental Panel on Climate
Concentration Pathways (“RCPs”)
and Shared Socioeconomic Pathways
(“SSPs”); International Energy Agency
(“IEA”); and Principles for Responsible
Investment Inevitable Policy Response
(“PRI IPR”). The three scenarios are
summarised in the section below.
Our scenarios describe the pathway
towards different temperature
outcomes by 2100. Because
scenarios are models rather than
precise predictions of the future,
they describe changes on a decadal
level. They use a mix of qualitative
and quantitative information and were
applied through four lenses: Assets
and employees; Business model;
Supply chain; and Customers. We
used a number of sources, which
contribute insights on different
elements of climate change. The IPCC
RCP scenarios are about physical
changes; the SSPs are focused on
wider societal changes and the IEA
scenarios provide specific insights
on electrification of transport. To
that end, the different scenarios help
inform different parts of our analysis.
Eurowag scenarios
Summary Action taken around the world has achieved
the aims set out in the 2015 Paris Agreement
– global temperatures have been limited
to 1.5°C compared to pre-industrial levels.
But that does not mean everything is the
same as today. There have been some
physical changes and achieving this goal has
required an unprecedented shift in policy and
behaviour.
Not much has changed from today. Climate
Change ebbs and flows in the consciousness
of leaders and the general public alike.
Actions have been taken to meet current and
expected pledges made by global leaders.
Global temperatures continue to climb, albeit
slowly, reaching 2°C by 2100. The impacts
become clear to see for many over the next
Economies around the world have continued
to be powered by fossil fuels and promises
made by global leaders have been largely
ignored. Life has continued much the same.
As a result, the planet is in crisis and well past
the point of no return by 2030. Global warming
has accelerated. The changes in climate
are all around, tangible and in some cases
catastrophic. They continue to worsen and
become more pervasive as temperatures climb
above 2°C by the 2040s.
External scenarios
IPCC Scenarios RCP2.6/SSP1 RCP4.5/SSP2 RCP6.0/SSP5
IEA Scenarios Global EV Outlook: Sustainable Development
Scenario (“SDS”)
Global EV Outlook: Stated & Expected Policies
Scenario (“STEPS”) and SDS
Other Scenarios
Other data sources Climate Analytics, Climate Impact Explorer; Climate Central, Surging Seas: Sea Level Rise Analysis;
STRATEGIC REPORT
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77
Risks and opportunities
The risks and opportunities that were identified as part of the climate scenario analysis are summarised in the below
with 2021.
Category Type Description Impacts Management approach
Physical risks
Acute
Risk Inability of employees reaching their
workplace due to acute extreme weather
events such as droughts or flooding.
Likelihood: Low
Timeframe: Short to medium term
Disruption to business
operations and
occasional office
closures.
Eurowag has a hybrid working from
home policy which has been trialled
and successfully tested during the
Transition risks and opportunities
Policy and
Legal
Market
Risk Rapid shift in regulation and policy
accelerating the phase out of fossil fuel in
Europe. The impact could vary depending
on the nature of the policy, the country and
impacts on different types and segments of
the CRT sector.
Likelihood: High
Timeframe: Medium term
Decline in revenue from
fossil fuel.
Our current business model and our
commitment to play a role in the
transition to low carbon economies
will allow us to ensure shift in our
products and services offering.
Policy and
Legal
Risk Higher price of fossil fuel increasing
financial instability and indebtedness of our
customers (e.g. SMEs more at risk)
Likelihood: High
Timeframe: Short to medium term
Higher expense and
credit risk.
Provide support, including tools
and technology, to our customers,
facilitating their transition to low
carbon economies.
Policy and
Legal
Reputation
Risk Inability to keep the pace with rapid shift in
regulation and policy requirement, thus not
meeting investors expectations.
Likelihood: Low
Timeframe: Short to medium term
Decline in share prices
and reputational
damage.
Increase investment to comply with
regulation and meet stakeholders’
expectations.
Reputation
Risk Increase climate awareness means people
will want to work in a value driven business.
Likelihood: Medium
Timeframe: Short to medium term
Challenges with talent
retention and attraction.
Continue to transform our business
model and play a key role in the
transition.
Technology
Opportunity Incorporate energy transition into the
business model ensuring we are part of the
solution, offering new tools and technologies
to our customers.
Likelihood: Medium
Timeframe: Medium term
Increase revenue. Continue to grow our ambition and
work to support the transition to
cleaner mobility in the CRT sector is
key to this.
Market
Opportunity The successful electrification of commercial
road transport will in turn lead to more
accessible price of electric commercial
vehicles in the future
Likelihood: Medium
Timeframe: Long term
Increase revenue and
market share for heavy
goods vehicles (“HGV”)
and light vehicles (“LV”).
Continuously review opportunities
to be part of the e-mobility
ecosystem for commercial vehicles.
Monetise early investment in
e-mobility expertise, technology and
acquisitions (“ROI”).
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78
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Responsibility and Sustainability CONTINUED
Category Type Description Impacts Management approach
Physical risks
Acute
Risk Extreme weather events such as sea level
rise, flooding, fires or droughts compromising
the usability of routes, thus leading to
business disruption. For example, the closure
of petrol stations.
Likelihood: Low
Timeframe: Short to medium term
Inability for the Group
to operate during those
events.
Conduct regular reviews of our
business continuity plans to factor
in potential impacts of extreme
weather events.
Chronic
Risk Increased droughts in Southern Europe and
increased flooding events in Northern Europe
leading to shortage of supply and potential
assets becoming inoperable (e.g. dried out
petrol stations).
Likelihood: Low
Timeframe: Medium term
Disruption to operations. Conduct regular assessment of
climate risks associated with our
current physical portfolio and supply
to ensure we monitor the physical
climate-related risks.
Transition risks and opportunities
Policy and
Legal
Market
Risk Eurowag’s current transition plan not at a fast
enough pace to follow the shift in regulation
and policy accelerating the phase out of
fossil fuel in Europe.
Likelihood: High
Timeframe: Short to medium term
Decline in revenue from
fossil fuel.
We continuously monitor the pace of
change and aim to be a key leader
in the transition for the CRT sector
thus ensuring we keep at pace.
Market
Risk Customer viability due to increase price of
fossil fuel.
Likelihood: Medium
Timeframe: Medium to long term
Higher expense and
credit risk.
Provide mobility and payment
solutions and related tools and
advisory services to support
customers in their transition to low
carbon economies.
Policy and
Legal
Reputation
Risk Inability to keep the pace with rapid shift in
regulation and policy requirement, thus not
meeting investors’ expectations
Likelihood: Low
Timeframe: Short to medium term
Decline in share prices
and reputational
damage.
Increase investment to comply with
regulation and meet stakeholders’
expectations.
Policy and
Legal
Risk The establishment of policies is disjointed
with individual countries in Europe taking
different approaches, with new policies
and legislation on GHG emissions, electric
vehicles, pollution, taxes and levies. All of
this leading to a complex and challenging
system of compliance, increasing the
challenges of operating in the region.
Likelihood: High
Timeframe: Medium term
Disruption operations.
Increase in costs for
the Group and its
customers.
Establish ongoing, constructive
engagement and advocacy with
policymakers to promote a unified
and consistent approach to public
policy measures. This includes
active participation within trade
bodies as well as with other like-
minded stakeholders in the CRT
sector.
Market
Opportunity With our commitment to support the CRT’s
sector to low carbon economy, Eurowag has
the opportunity to lead that transition, in turn
increasing our attractiveness compared to
other peers.
Likelihood: Medium
Timeframe: Medium to long term
Reputational gain
and increase in
market share.
Invest in new tools and technologies,
support our consumers and work
in partnership to facilitate that
transition.
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79
Category Type Description Impacts Management approach
Physical risks
Acute
Risk Increase in frequency and intensity of
flooding events, higher temperatures, and
other extreme weather events.
Likelihood: High
Timeframe: Short to medium term
Temporary closure and/
or disruption of key
assets.
Disruption of our supply
chain.
Impact on employees’
health and ability to
travel to work.
Damages to
infrastructure.
Periodically review business
continuity plans to ensure risks are
factored into planning in the short
and medium term.
This includes utilisation of climate
tools to assess risk on assets and
supply chain.
Chronic
Risk Extreme weather events and sea level rise
would lead to high investment required to
keep vulnerable assets operational. This can
include wind, flooding, and drought.
Likelihood: Medium
Timeframe: Long term
Higher capital
investment.
Write off of assets.
Disruption to operations.
Better understand the scale of the
impact via regular climate-related
physical risk assessment for both
current and new assets and include
future investment into financial
planning.
This includes utilisation of climate
tools to assess risk on assets and
supply chain.
Chronic
Risk Extreme weather could lead to social unrest
and migration of upwards of million people to
Western and Northern Europe.
Likelihood: High
Timeframe: Long term
Migration of employees.
Challenges with talent
retention and attraction.
Regular review and assessment of
strategic and people agenda.
Transition risks and opportunities
Market
Risk Competitive disadvantage if no ROI in low
carbon solutions due to a slow transition,
with economic growth still powered by
fossil fuels.
Likelihood: Low
Timeframe: Short term
We will see no positive
return from our current
business model
to transition if the
transition has been slow.
Monitor external developments, stay
agile and adapt our business model
if need be.
Policy and
Legal
Risk Social and political shift. Ideological and
political perspectives change. Risk that world
becomes more polarised and irrational policy
decisions are taken.
Likelihood: High
Timeframe: Medium to long term
Disruption to operations. Monitor external developments and
ensure the business is equipped
to meet changing regulatory
requirements.
Technology
Risk Increase criminal activities and cyber-crime
impacting platforms and technology sector.
Likelihood: Medium
Timeframe: Medium to long term
Loss of revenue. Strengthen cyber security in all our
platform and manage the risk.
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80
STRATEGIC REPORT
Responsibility and Sustainability CONTINUED
SUPPORTING THE TRANSITION
TO CLEANER MOBILITY IN
THE CRT SECTOR
In line with our commitment to
facilitate and support the energy
transition in the CRT sector, we are
committed to
• Expand our alternative energy
acceptance points to reach
sufficiently large coverage across
the EU.
• Increase the share of active trucks
using alternative energy and drive
customer adoption of transitional
and cleaner fuels.
• Introduce data insights and
advisory solutions to help our
customers transition to lower
carbon vehicles and fuels, reduce
emissions and improve efficiency.
• Reduce the carbon intensity of the
fuels we sell.
We aim to harness our mobility
and payments platform services to
accelerate the transition to a low
carbon future in the CRT sector. We
continue to expand our alternative
energy and e-mobility offerings, while
also investing in the acceptance
network, our infrastructure and
industry partnerships, to advance
the development of alternative
fuels and electric mobility in the
sector. We were one of the first
businesses in Europe to introduce
payment solutions for AdBlue, the
pollution-reducing additive for diesel
engines, as well as high-grade
biofuels. Our eMobility and Alternative
Fuels Advisory teams guide and
advise customers on adopting clean
fuels and related products.
In early 2021, we acquired a 28%
interest in Last Mile Solutions (“LMS”),
one of Europe’s leading e-mobility
platforms and service providers,
which will contribute to our being
able to enhance convenience for
customers with electric vehicles. Our
eMobility team is working closely
with LMS, Sygic and other Eurowag
teams to improve and expand
provision of e-mobility services
across Europe. Over the coming
year, the combined team will be
launching a comprehensive white-
label public-charging solution for
our partners. In addition, we have
expanded our product portfolio for
OEMs to include EV capability.
Since May 2020, our navigation
division, Sygic, has been offering
EV mode to help customers find
charging points easily, plan their
routes to the closest charging
station and pay for charging directly
within the app. In addition, Sygic is
working with a number of companies
across European markets – such as
Elec2Go, Plugsurfing, Greenway,
eJoin, Polyfazer, Unicorn and
TomTom – to ensure drivers have the
best coverage of the Europe’s EV
charging network. With the EV mode,
drivers also have access to detailed
information about stations, availability
of chargers and notifications of
charging level.
Our eFleet Management offering also
plays an important role in supporting
the low-carbon transport solutions.
Our telematics products can be
adapted for fleet management of EVs.
Using an installed unit EV customers
can subscribe to different packages
to provide insight such as battery
state or range.
eFleet Management users can receive
information on charging costs for all
nearby locations, see EV locations
on a real-time map according to
individual charging preferences, and
manage the performance of their
plug-in hybrid vehicles (“PHEVs”),
including a tool to see whether they
are charged regularly. Fleet managers
and drivers can also monitor and
manage their EV fleets through
a mobile app, a solution we used
successfully in the Czech market and
are preparing for European roll-out.
We focus on integrating data on
charging points and electric vehicles,
to facilitate an e-mobility transition
across Europe. This covers how to
lower charging and range anxiety, and
how enhance the driving experience.
One of our focus points is navigation,
developing new functionality that
will help plan routes automatically
and more effectively. Taking into
account the specifics of model,
range and level of battery charge, it
will automatically offer a route with
optimal charging points. Users will
see the current status of the car
battery on the app screen and get
alerts when the battery is critically
low. In addition, if the recommended
charging point is occupied, it offers
the nearest alternative.
We are investing in pilots to ensure
we are ready for the adoption of
eTrucks.
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A summary of e-mobility service
• LMS provides access to more than
67,000 connected charging points.
• The Network coverage increased
to more than more than 360,000
charging points (with the following
partners: Plugsurfing, TomTom,
Polyfazer, Unicorn/ChargeUp,
eJoin and GreenWay)
• Charge point coverage with
• Our telematics services are
compatible with 90% of vehicles
on the market, 64 models of BEV
and PHEVs (including 90% of all
LCVs on the market)
For more information on EW’s
approach to e-mobility, please refer
to https://www.eurowag.com/en/
products/automotive-and-emobility.
HELPING DRIVERS IMPROVE
EFFICIENCY, WELLBEING AND
SAFETY
Driver Score and Perfect Drive are
two of our products aimed at reducing
CRT emissions and improving driver
wellbeing and safety, by providing
customers with solutions that measure
various aspects of driving style.
The Driver Score app is a solution
for insurance and road safety. By
combining information from GPS,
accelerometer, pedometer, gyroscope
and an underlying map, fleet managers
can recognise signs of distracted
driving, and measure aspects of
driving style such as acceleration,
speeding, braking, cornering and
pothole detection. It allows them to
create a customisable driver-scoring
system, and to train drivers through
in-app coaching that provides warning
notifications.
Through this combination, fleet
managers can motivate their drivers to
drive more safely, and reduce energy
consumption and insurance claims.
Perfect Drive allows customers to
monitor and evaluate the driving
style of commercial-vehicle drivers.
It monitors parameters such as the
engine and vehicle speed, brake
use, driver foresight, coasting, cruise
control and use of the accelerator.
It evaluates a trucker’s driving style
in a report for fleet managers, as
well as producing fleet reports. Fleet
managers can then address with their
drivers the negative effects of driving
style on fuel consumption, wear and
tear and road safety, and identify the
need for further training.
CASE STUDY
Testing our telematics solution for mixed fleets – including
e-trucks
In 2021, Eurowag and DHL began a pilot to test our telematics
solution in support of DHL’s efforts to establish a low-carbon fleet
and improve the analysis of its mixed fleet, including its
e-trucks. DHL will have access to a wide range of data
points to monitor this, including time to full charge, actual
charge, live range monitoring and the amount of energy
charged during charging sessions. We will provide
training and support for the telematics solution
with an evaluation at the end of the
three-month pilot in 2022.
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SOCIAL
PROGRESS AND HIGHLIGHTS
• Selected and communicated
our first Culture Champions for
each value.
• Initiated development of a
Diversity, Equity and Inclusion
Strategy.
• Refreshed and published policies
to support our employees,
including equal opportunities,
anti-bullying and anti-harassment,
health and safety policy, and
grievance policy and severance
principles.
• Approved Modern Slavery and
Anti-Trafficking policy.
• Launched a new virtual learning
and development programme for
employees.
• Continued to provide health
and wellbeing programmes
for employees, including
psychological support through
available therapists sessions.
OUR CULTURE AND VALUES
Our culture and values are the guiding
principles for everything we do, from
bringing in a new team member
to making commercial and people
decisions.
In 2020, we launched a new culture
manifesto, defining our culture. Our
employees can use it to guide their
decisions, and to align with all across
the organisation as we grow.
We are establishing our culture
within the organisation in a number
of ways. In 2021, we launched a new
leadership development programme
as well as talks that explain our values
and values-based behaviour. We
also launched our Culture Champion
awards to recognise those in our
workforce who exhibit the best of our
values.
At Eurowag, our success is based on
the success of our people and their
teamwork. We nurture a culture that
values feedback, embraces flexible
ways of working – including remote
work and job sharing – and aims to
create a respectful and inclusive
workplace where positive teamwork
is key. It is important our employees
feel fulfilled, satisfied with their work
environment, and proud to work for
Eurowag. We also aim to increase
diversity in the workplace through
our hiring and promotion practices.
We are also creating a learning
environment, where employees
have access to a wide range of
opportunities to develop personal and
professional skills.
CASE STUDY
Supporting the financial wellbeing of customers
and their employees
In the Czech Republic, over 700,000 people are affected by indebtedness and
financial distress, including businesses and employees in the trucking sector
(https://www.institut-predluzeni.cz/mapy-a-statistiky/exekuce/) -
Chamber of the Czech Republic (central record of indebtness).
Recognising this challenge, the Tax Refund business is working with
the Institute of Prevention and Treatment of Over Indebtedness to
raise awareness with our business customers and promote
financial wellbeing services for their employees. The Institute’s
services available include professional legal support, advice
on debt relief, and financial education. In 2021, we
contacted over 6,000 customers and now work with a
small, but growing, number of them to support their
employees. We launched a special site on our
customer portal where customers can find
further information. We are working with the
Institute to explore the potential for
expanding this programme outside the
Czech Republic.
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HUMAN CAPITAL DEVELOPMENT
Supporting the development and
growth of our people
An important part of our culture and
commitment to our people is providing
leadership and growth opportunities.
The pandemic prompted us to move
quickly from providing induction and
development programmes in person,
to running a virtual programme we call
Journey2GROW. This features four
pillars and is available to all employees.
We launched the Leadership pillar
in 2021 for our leaders of people,
with the aim of imparting the most
relevant leadership fundamentals. It
started at a particularly critical time
given the impacts of the pandemic,
as it is designed to help leaders thrive
in today’s uncertain and dynamic
environment. The workshops and
coaching sessions include our values,
leadership principles and strategic
ways of working.
During the year, we also launched
inspiring talks called Journey Ahead,
to support personal growth, better
work-life balance and improved
capabilities. We also offer employees
eLearning and online language
tutoring through easily accessible
learning platforms, as well as
self-study opportunities on Coursea
– a self-study module platform.
When people join, we provide
extensive induction training called
we bring newcomers on board
smoothly, with sessions hosted
by business leaders on people,
functions, processes and the EW
story. In a unique element of the
programme, Eurowag founder and
CEO, Martin Vohánka, hosts sessions
introducing the EW history and
vision. Our compliance training, also
deployed through eLearning, covers
GDPR, safety and fire protection,
road safety and self-study on our
policies. The Sales team has also
rolled out an extensive learning
programme to equip sales teams
with knowledge and skills related to
product and sales. This programme is
provided on the intranet site, Newton,
supplemented with webinars and
other forums.
JOURNEY TO GROW
EW CULTURE CHAMPION AWARDS
EXCELLENCE
CHAMPION
LEADER OF
THE YEAR
TEAMWORK
CHAMPION
FOUNDER’S
AWARD
DELIVER YOUR BEST
LEADERSHIP PRINCIPLES
BE A TRUE COLLEAGUE
GROWTH
CHAMPION
COMMUNITY
CHAMPION
EMBRACE CHANGE BE A GOOD PERSON
Supporting workplace wellbeing
Running wellbeing programmes to support employees has been a priority
throughout the pandemic. Our wellbeing programme has two main
components: educational broadcasts and psychological consultancy. It runs on
a platform called Mojra. This platform offers all employees the opportunity to
book personal online sessions with a psychologist, available in seven different
languages. Employees can choose a range of sessions online. It also offers
a series of educational sessions, where guest speakers from the Board and
senior management provide tips and advice on topics such as mindfulness,
resilience, and stress management.
LEADERSHIP WELLBEING
PROFESSIONAL
EW INTERNAL
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Engaging our workforce
We make listening to, and engaging
with, our employees a key priority. We
want to be an employer of choice in
the markets where we operate, where
we have set a specific goal to create
high-quality local jobs. We want to be
in the top 25% in EU Tech companies
for employee engagement by 2025.
Throughout the year, we measure
the level of employee engagement
through an annual survey as well
as pulse surveys. These formal
survey tools help us understand the
concerns and issues that are top of
employees’ minds and enable us to
quickly respond as part of enhancing
the employee experience - including
through internal communication,
professional and leadership
development and employee benefits.
We engage with our colleagues
through a number of channels
covering a wide range of topics. In
2021, we launched a newsletter called
‘Are we There Yet’ , which is a weekly
newsletter to keep our colleagues
updated important corporate main
source of the important information
and updates for all employees. In
addition, our intranet contains all
the necessary information employee
might need. These channels are
used to keep employees up to date
on the company’s performance,
annual performance and evaluation
process, remuneration policy as
well as bonus schemes for the
year. Colleagues are encouraged
to contact the Chief People Officer
and/or a designated HR colleague in
order to ask questions and/or provide
feedback on these topics.
We have digitised employee
processes to improve the employee
experience, through a new system
called Bob, which serves as the
central self-service information
system. A unique element of the
system is that it offers employees
the ability to recognise good work
from colleagues, through Kudos. We
have also introduced an application
called Culture AMP, which serves
as a performance and development
management system that also
enables 360 degree feedback
processes.
We aim to build a collaborative
environment where employees can
thrive. We utilise a number of formal
survey tools to better understand
how we can continuously improve the
employee experience and address
issues of concern to our workforce.
As with previous years, we have
used an employee engagement
survey reflected in an employee Net
Promoter score (“eNPS”). eNPS is
designed to help employers measure
employee satisfaction based on how
likely they are to recommend their
employer as a place of work. In 2020,
Eurowag had an eNPS score of 16.1
and will conduct the next annual
survey in 2022. We also conduct
pulse surveys twice a year to assess
top of mind concerns and issues to
our employees during the year. In
2021, we piloted a new methodology
and tool for this purpose. The
outcome of this pulse survey was
a 75% engagement score. Going
forward, we will use the 2021 pulse
survey data as a baseline to monitor
and improve our performance with
the goal of being in the top 25%
amongst EU Technology companies
for employee engagement by 2025
https://www.cultureamp.com/science/
insights/new-tech. As a result of the
2020 survey, we’ve been focusing on
improvements related to recognition
of employees, improving information
sharing and change communications,
supporting delegation skills
and strengthening post merger
integration processes and related
communications.
Another data point that we assess
is turnover and retention. During
the year, total turnover increased
by 2 percentage points in the year
ended 31 December 2021 compared
to the previous year (from 17.7% in
turnover was 15.3% by the end of
2021. Our retention rate was 80.3%
as of 31 December 2021.
DIVERSITY, EQUITY
As we develop our culture, we’re
keen to ensure we access a broader
and more diverse pool of talent. We
employ people from more than 30
different nationalities, aged from
20 to 70, and have flexible working
options to enhance employees’ work-
life balance. Most of our employees
fall between the ages of 20 and 50.
We have also focused on building
a diverse leadership team to help
bring together this broader range of
experience and thinking in business,
and have formalised our target to
increase female representation at
leadership levels.
To strengthen and enhance our
approach to DEI, we began to develop
a new strategy that we will evolve
further in 2022. As part of this, we
will focus on promoting gender
diversity among our leadership teams,
support more female representation
in technology generally, promote
cultural diversity and equip our
leaders with the support to be equity
and inclusion role models in the
workplace, and tackle unconscious
bias. In 2021, we introduced a new
Equal Opportunities, Anti-Bullying
and Anti-Harassment policy, which
further codifies our commitments
to DEI and sets out an employee’s
right to be treated with equality,
dignity and respect, and our duty to
promote a positive and harmonious
working environment. During the year,
the Executive Committee received
an introduction to the strategy,
which the HR function has overall
responsibility for.
We also piloted unconscious bias
training for the talent acquisition team,
and will expand training in 2022.
New
Academy
Professional
Psychology
Professional
Self Study –
Coursera
Professional
Self Study –
Preply
Professional
Self Study –
EW new hires
orienteering
program
Employees who
completed training
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As part of our Group Equal
Opportunities, Anti-Bullying and
Anti-Harassment Policy, we explicitly
prohibit discrimination of people
with disabilities and outline guidance
for managers as well as colleagues
who may have a disability. Our
policy covers direct and indirect
discrimination, unjustified, less
favourable treatment because of
the effects of a disability, and failure
to make reasonable adjustments to
alleviate disadvantages caused by
a disability. In addition, in the Czech
Republic and Slovakia, we are proudly
partnering with suppliers who employ
more that 50% of their workforce with
people who have disabilities.
DEI Performance Data
At year end 2021, the Group’s
gender breakdown was 59% male
and 41% female, with 86% of the
senior managers identifying as male
and 14% female. As of the date of
this document, 67% of the Group’s
Board members identified as female.
The definition of senior manager
population is Executive Committee
and Vice Presidents (excluding
As part of the ESG strategy, we have
set out a target to increase female
representation to 40% by 2025 on
a 2021 baseline amongst a wider
group of leaders defined as all people
leaders. This population includes the
senior leadership team including the
CEO and CFO as well as all people
leaders with at least one direct report.
The following numbers provide an
overview of the baseline numbers
for the purpose of this target. In
2021, the total of the population in
scope was a total 208 people. Of this
population, 59 identified as female
As we further develop our DEI
strategy, we will explore additional
metrics to understand, evaluate and
drive our performance.
The following provides an overview
of additional 2021 data points.
Number of employees
% male
% female employee
41%
Number of senior managers 21
% male
% female
14%
Number of directors
Leadership Team (“SLT”) except CFO and CEO.
Workforce relations
We respect the right of our people to
participate in collective bargaining
agreements, and support their
fundamental right to organise.
Currently, with the exception of
certain employees in Italy and Spain,
who are part of standard industry
arrangements, none of our employees
are subject to collective bargaining
agreements.
RESPECTING HUMAN RIGHTS AND
COMBATTING MODERN SLAVERY
We respect human rights in our
operations and create a work
environment where we treat everyone
with dignity and respect, and ensure
they are free from harassment,
bullying and discriminatory or
intimidating behaviour of any kind.
Our policy aligns to the UN Guiding
Principles on Business and Human
Rights, and the International Bill of
Human Rights, which consists of
the Universal Declaration of Human
Rights, the International Covenant
on Civil and Political Rights and the
International Covenant on Economic,
Social and Cultural Rights.
We state this commitment in our
code of conduct, Group modern
slavery and human trafficking policy
as well as our equal opportunities,
anti-bullying and anti-harassment
policies. Our modern slavery and
anti-trafficking Policy , approved in
2021, explicitly states how we uphold
human rights and tackle modern
slavery throughout our supply chains.
Our contracting processes with third
parites includes specific prohibitions
of the use of forced, compulsory or
trafficked labour, or of anyone held in
slavery or servitude, whether adults
or children. We expect our suppliers
to hold their suppliers to the same
high standards.
The Board is accountable for ensuring
the policy complies with our legal and
ethical obligations, and that those
under our control comply with it. The
Compliance department implements
the policy, monitors its use and
effectiveness, and deals with any
queries about it, including auditing
relevant internal control systems
and procedures to ensure they are
effective. Management is responsible
for ensuring everyone understands and
complies with this policy, and is given
adequate and regular training on it.
We maintain an employee grievance
policy and whistleblowing policy, and
a related speak-up channel, which
enables anyone to raise concerns
about human and labour rights.
In 2022, we will review our human-
rights and modern-slavery risks, as
well as publish an updated annual
report statement on modern slavery.
PROMOTING HEALTH,
SAFETY AND WELLBEING
We take the health and wellbeing
of our employees seriously, and
monitor and respond to the ongoing
developments of the pandemic
related to our operations. We have
moved to a hybrid-working model
and published a policy to outline our
approach. We also continue to run a
series of initiatives such as remote-
working webinars, to help employees
adjust to working from home in line
with government restrictions. We
maintain strict procedures to provide
a safe working environment, as
well as monitor developments and
rules from governments, ensuring
compliance across our offices.
In 2021, the Group approved a Group
Health and Safety policy that outlines
our approach to safeguarding our
people and promoting a healthy
workplace. The HR function, country
managers and truck park managers
are responsible for implementing the
policy, and ensuring compliance with
the relevant statutory frameworks.
There is an additional health and
safety policy for the retail network.
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In 2021, we delivered a range of health and safety training modules for our employees, alongside a range of wellbeing
programmes, including workshops and access to mental-health support. We have reported no work-related incidence in
2021 and 2020. The following provides an overview of the modules and attendee numbers for the training sessions.
Employees who
completed training
Health and safety training
Driving in the Czech Republic 132
Fire Protection for Managers 13 23
Fire Protection 256
Occupational Safety for Managers 16
Occupational Safety 259
Fire protection, Health and Safety and Driving 676
You can find more information on our wellbeing programmes on page 84.
MAKING A POSITIVE
SOCIAL IMPACT
We aim to make a positive social
impact in the communities where we
operate. Our charitable giving and
volunteering programme has three
elements:
•
charitable giving programme.
Every year, employees receive an
equal amount of money to donate
to a charity of their choice.
•
volunteering programme. Each
year, we offer Czech-based
employees the opportunity to
volunteer their working time and
skills for a non-profit organisation.
This is a well-established
programme in the Czech Republic
and we are exploring expansion in
other markets starting in 2022.
• Support for Truck HELP
payments and mobility platform
Company, we recognise the
importance of road safety.
Through the Truck HELP
Foundation we support families
who have lost loved ones during
their work as professional drivers.
Each year, we donate 1% of annual
EBIT to charitable causes around in
Europe through these programmes,
as well as encourage our employees
to give their time, skills and financial
support to charitable organisations
and causes. We maintain a policy and
guidelines governing the process for
donations and volunteering.
Philanthropy and You
We run this through a partnership
with Foundation Via. The Foundation
has an online giving platform that
enables employees to choose and
request donations to charitable
causes important to them. In 2021,
we expanded our programme to our
Arrai, Trofa and Salamanca offices.
Much of this year’s employee support
was for children and families affected
by illness. All in all, the programme
involved:
• 663 employees
• 246 projects
• 238,680 euros
donated
• 215 organisations
• 14 countries.
BeBetter Days
In 2021, we sponsored nine BeBetter
days with 74 employees giving over
450 hours of their time to support
eight non-profit organisations.
Employees joined forces to support
organisations working in the social
services, the Jewish community in
Prague, environmental organisations,
national parks and other important
cultural organisations.
Philanthropy and You
76.4%
Philanthropy and You
190
Philanthropy and You
93.6
Philanthropy and You
13 14
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Truck HELP Foundation
We continued to support Truck
HELP Foundation in their mission to
help children who have lost a family
member – a truck or bus driver
who died in a work accident. The
Foundation offers financial support,
motivational support to help children
to study, psychological support,
as well as conducting road safety
programmes. In 2021, we donated
the Foundation’s programmes, which
included a summer camp. In 2021, the
Foundation supported 41 children.
GOVERNANCE
• Established ESG governance
structure.
• Published new and refreshed
corporate compliance policies.
• Deployed refreshed compliance
training.
In 2021, we formalised our ESG
governance structure and function,
which supplements the existing legal,
compliance and assurance governing
customer privacy and data security,
anti-corruption and anti-bribery,
ethical business conduct,
transparency and financial regulatory
compliance and selling practises.
We maintain a comprehensive
compliance framework aligned
with globally recognised standards
and consistent with international
sanctions regimes. We have adopted
a number of key policies, including
a code of conduct, anti-money
laundering and countering the
financing of terrorism, anti-bribery
and anti-corruption, conflicts of
interests, whistleblowing and
discrimination and harassment.
In 2021, we issued new and updated
corporate policies including:
• Anti-harassment, Anti-Bullying
• Modern Slavery and Anti-
Trafficking policy
• Personal data Protection policy
• Gifts and Anti-bribery policy
• Anti-money laundering policy
• Conflicts of interest policy
Our code of ethics outlines our
standards, and guides the way we do
business across our operations.
CASE STUDY
Supporting the next generation of female tech talent in Slovakia
Since 2020, Sygic has partnered with You in IT, a nonprofit
organisation dedicated to increase the number of females in the
technology sector and expand accessibility for female talent to
enter into the sector in Slovakia. Through their community and
practical workshops, the organisation is delivering a wide
range of programming to support women in technology
in Slovakia – from programming to mentoring. Sygic
is collaborating with You in IT to deliver workshops
aimed at helping young women prepare for a
career in IT. The workshops are designed to
help with interview preparations as well
as the development and refinement
of CVs. The Company’s support will
continue into 2022 with the aim of
supporting the next generation
of young women to secure
professional opportunities in
the technology sector.
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COMPLIANCE TRAINING
Each year, the Compliance function runs mandatory training for employees
across Europe. In 2022, Eurowag will continue to strengthen its training
programme by expanding the scope and quality as well as uptake and
completion rates for the training courses. To achieve this, the courses will
be translated into five languages including Czech, Polish, Romanian, Spanish
and Hungarian. In addition, the training programme will include additional
reminders and an escalation process for those who have been assigned, but
have not completed their training within the time frame allocated. In 2022, the
Group plans to deploy a suite of new compliance training modules, covering
the following topics: enhanced AML training, business ethics, anti-harassment,
whistleblowing as well as human rights and modern slavery.
The following table provides an overview of the number of employees
completing mandatory compliance training modules in 2021
STAKEHOLDER AND
POLICY ENGAGEMENT
We work with a wide range of external
stakeholders at EU level, as well as in
the countries where we operate. We
believe constructive collaboration is
key to helping us learn and innovate.
Both before and since our listing
on the London Stock Exchange in
October 2021, the investor relations
team, CFO and CEO have led our
engagement with prospective and
current investors.
Our Sales and Marketing teams lead
our engagement with customers.
To better understand and respond
to their needs, the marketing and
customer teams engage with
customers through surveys that
provide formal, quantitative insight
into customer needs and interests.
The teams also secure unique insight
into the needs of truckers through the
Road Lords app, a truck navigation
GPS app for Android users. In addition
to providing specialised routes for
trucks and other large vehicles,
it serves as a social platform,
linking drivers to other drivers. We
also monitor the level and type of
customer complaints so we can
address customer concerns.
We also engage peers in related and
influential industries, such as OEMs
through our Automotive division.
We work both with industry peers
and policymakers through our
membership and participation in a
number of trade bodies. This helps
us understand and monitor regulatory
developments as well as the impact
of current and future policy and
regulations at EU and member-state
level.
We engage extensively with our
workforce through a range of formal
and informal channels, such as our
intranet site, our Leaders Talks (short
video presentations from our leaders),
and virtual “town hall” meetings
with our executive management.
In addition, we organise an annual
roadshow to engage with employees
on the summary of the year. The
Executive Committee visits the local
offices to engage with employees
as part of the roadshow. We ask our
workforce about the issues most
important to them through a range of
surveys, and we host an idea board,
for colleagues’ suggestions. For more
information on how we are engaging
and supporting our workforce, please
see page 84.
For more information about how our
Board and executive management
take into account stakeholder
concerns, please see page 59 for
our section 172 statement.
QUALITY ASSURANCE
We have a well-established quality
assurance function, led by the Chief
of Staff, which is responsible for our
quality processes covering product,
services and processes. The function
oversees the quality management
system (“QMS”). The Company is
defines the minimum operating
standards for our Czech fuel stations
and car washes. We are in the
process of securing certification in
other countries, including Poland.
SUSTAINABLE SUPPLY CHAIN
AND RESPONSIBLE PROCUREMENT
As mentioned in the human rights
section, we engage with our supply
chain to promote sustainable and
responsible business practices.
When onboarding suppliers, the
procurement teams conduct due
diligence, checks and can escalate
cases to Compliance, if necessary.
In addition, the Group has begun to
engage with suppliers on climate,
compliance and human rights, to
better understand and mitigate risks
in the procurement process.
In addition, the Group is exploring
opportunities to work with suppliers,
particularly fuel suppliers, to meet
our carbon reduction goals. In 2021,
we began to procure green energy
for our operations, and included
environmental criteria into our tender
process for logistics services for
offices and telematics in the Czech
republic. In 2021, we measured our
Scope 3 emissions for 2019 in order
to understand the source of our
supply chain emissions, develop an
action plan to reduce emissions in
the supply chain as well as conduct
the analysis to develop a Scope 3
emissions reduction target.
Anti-Bribery
& Corruption
and conflict
of interest
Insider
trading
Anti money
laundering
GDPR
data
protection
Information
and Cyber
Security
Employees who
completed training 33
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
90
STRATEGIC REPORT
Responsibility and Sustainability CONTINUED
CASE STUDY
Ewerest: Sustainable supply chain in action
In 2021, our HQ restaurant, Ewerest, agreed to sustainable
and local sourcing, as well as sustainable practises. It
selected a portfolio of local suppliers and is working with
eight local farmers for supplies, as well as offering
employees a range of local options for trout, turkey,
eggs and rabbit. Employees can also order farm
delicacies and other quality food for delivery to
the restaurant. It also offers reusable take-
out boxes for soup and main meals and no
longer uses disposable plastic. During
the year, the restaurant also upgraded
its vegetarian menu.
DATA PROTECTION
AND INFORMATION SECURITY
Safeguarding data and privacy is
important for building and maintaining
trust with our employees, customers,
regulators and business partners.
Our Compliance team oversees
our data protection programme,
reporting to the Audit and Risk
Committee on the Board level and
Business Assurance Committee on
the executive/operating level. In 2021,
we approved a new data protection
policy that outlines our processes
for complying with GDPR. In 2022,
the team will continue to implement
training, refresh risk assessments and
ensure GDPR and privacy-by-design
principles are part of both legacy and
new systems.
For more information on data
protection, please refer to
page 20.
We ensure current and former
employees, as well as third parties,
have a confidential and easily
accessible mechanism for raising
concerns about unlawful or unethical
conduct, and ensure we can
identify and tackle any problems
quickly. We have set up a channel
for stakeholders to raise concerns
confidentially to the compliance
department through various routes
such as e-mail, phone lines, physical
mailbox, etc. We also established an
alternative route directly to the Chair
of the Audit and Risk Committee.
The Audit Committee Chair acts as
an external escalation point for any
items, which employees may not
feel comfortable raising directly with
management. No items had been
notified to the Committee Chair prior
to this report.
During 2021, we had 18 issues raised
through this channel, compared
to 14 issues raised in the previous
year. The compliance and legal team
investigated the cases with 10 of the
18 issues further investigated and
addressed.
For more information on
Corporate Governance, please
refer to page 156.
STRATEGIC REPORT
Annual Report and Accounts EUROWAG
91
The table below constitutes the Eurowag Non-Financial Reporting Statement, produced in compliance with the non-
financial reporting requirements set out in Sections 414CA and 414CB of the Companies Act 2006. Information relating
to each section of the non-financial reporting requirements have been incorporated via cross reference.
Reporting Requirement Policies and Standards
Additional information related
to our policies and standards
(a) ESG governance
ESG policy
Responsibility and Sustainability
– pages
64 to 88
(b) Environmental Matters
Environmental policy
ESG strategy
ESG policy
Environment
– page
66
Responsibility and Sustainability
– pages
64 to 88
ESG Governance and Accountability in EW
– page
66
TCFD Statement
– pages
to
Main activities undertaken during the
financial year – page
103
(c) Employees
Eurowag values
Code of conduct
Whistleblowing policy
Health and safety policy
Grievance policy
Anti-harassment and anti-bullying policy
– pages
59 to 63
Main activities undertaken during the
financial year – page
103
Engagement with the workforce
– page
62
Developing our culture
– page
104
Diversity, Equity and Inclusion
– page
85
(d) Social Matters
Modern slavery and human
trafficking policy
Responsibility and Sustainability
– pages
64 to 66
Diversity, Equity and Inclusion
– page
85
(e) Human Rights
Modern slavery and human
trafficking policy
Anti-bullying and anti-harassment policy
Personal data protection policy
Personal data directive
Respecting human rights and
combatting modern slavery
– page
86
(f) Anti-Corruption
and Anti-Bribery Matters
Anti-bribery and corruption policy
Anti-money laundering policy
Partner screening directive
Conflicts of interest policy
Market Abuse Regulation
procedures manual
Related Parties Transactions policy
Significant Transactions policy
ESG Governance and Accountability in EW
– page
66
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
92
STRATEGIC REPORT
Non-Financial Reporting Statement
Reporting Requirement Policies and Standards
Additional information related
to our policies and standards
Principal risks relating to
requirements (a)–(e)
N/A
Risk Management
– pages
48 to 54
Business Model
N/A
Business model
– pages
16 to 23
Non-Financial KPI’s
N/A
Key Performance Indicators
– pages
34 to 35
This Strategic report was approved by and signed on its behalf by:
David Orr
on behalf of Computershare Company Secretarial Services Limited.
Company Secretary
24 March 2022
STRATEGIC REPORT
Annual Report and Accounts EUROWAG
93
Governance
Report
Board of Directors 96
Corporate governance report 100
Nomination Committee report 109
Audit Committee report 112
Remuneration report 120
Directors’ report 142
CONTENTS
Governance
Report
APPOINTED
7 September 2021
NATIONALITY
British/Maltese
OTHER COMMITMENTS
Paul is the Chair of St James’s Place plc and Templeton
Emerging Markets Investment Trust plc.
SKILLS AND EXPERIENCE
Paul has over 40 years’ experience in executive and non-
executive roles in the financial and business services
sectors, including serving as Chairman of a number of
FTSE 100 companies.
From 2012 to 2020, Paul was Chairman of Prudential
plc, having previously been appointed to the board as
Senior Independent Director in 2010. Other prominent
positions include roles as Non-Executive Director of
WM Morrison Supermarkets plc from 2005 until 2011,
during which he served as chair of the Audit Committee
and the Remuneration Committee. Prior to this, he was
appointed global Chief Executive Officer of Rothschild
Asset Management in 1999 and European Chief Executive
Officer of Deutsche Asset Management from 2002 to
2005. Earlier in his career, Paul served as Chair of the
Association of Investment Companies, as Chair of The
City UK’s Leadership Council and as founding CEO of
Threadneedle Asset Management Limited.
Other previous appointments include, Chairman of Aon
UK Limited from 2008 to 2012, having served as a Non-
Executive Director since 2006, JPM European Smaller
Companies Investment Trust plc and Bridgewell Group
plc and as a Director of Henderson Smaller Companies
Investment Trust plc, Eagle Star Insurance Company and
Allied Dunbar.
Paul holds an MA in Modern Languages from the
University of Oxford, where he is also an Honorary Fellow
of Hertford College. In 2018, Paul was awarded a Maltese
Order of Merit.
APPOINTED
3 August 2021
NATIONALITY
Czech
OTHER COMMITMENTS
In his personal life, Martin is a devoted philanthropist,
passionate about the development of civil society. In 2016,
organisation that aims to support people in need.
Martin is a Director of Couverina Business s.r.o.
SKILLS AND EXPERIENCE
after graduating from high school. Over the years, Martin
has successfully developed and scaled the business
from an energy payments solution to an integrated
payments and mobility platform for the commercial
payments, on-board telematics, route optimisation and
much more.
Martin is devoted to providing every CRT company
with the benefits of digitalisation at scale. He has
grown up with these businesses, spending time in their
vehicles and with the families that own and operate
them, to understand what they need in order to improve
efficiencies. His vision is to build a seamless integrated
digital ecosystem to revolutionise what is known as
the middle mile, to benefit customers, partners and the
environment.
Martin holds an MBA from the University of Pittsburgh and
also lectures at the University of Economics, Prague.
N
Martin Vohánka
Chief Executive Officer
Paul Manduca
Independent Non-Executive
Director and Chairman
The directors of the company who were in office during the year and up to the date of signing the financial statements were:
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
96
GOVERNANCE
Board of Directors
APPOINTED
3 August 2021
NATIONALITY
Polish
OTHER COMMITMENTS
N/A
SKILLS AND EXPERIENCE
Magdalena has a proven record as a successful
CFO, responsible for strategic growth and financial
performance, and with vast experience in M&A.
Before joining Eurowag in September 2019, Magdalena led
finance functions at renowned businesses in the energy,
fuels, and manufacturing industries, including as CFO and
Financial Affairs at PGE Group SA, Chief Financial Officer
and Finance Director at Zelmer SA, and Finance Director
of NIKE Poland.
Magdalena holds a postgraduate degree in Business
Warsaw, and a master’s degree in Management, Capital
Investments and Corporate Financial Strategies from the
APPOINTED
7 September 2021
NATIONALITY
Swiss
OTHER COMMITMENTS
Mirjana is a member of the Board and the Audit Committee
of Orell Füssli Ltd, EWE Ltd, and Eniso Partners Ltd, Chief
Financial Officer of Synhelion Ltd, Vice-Chair of the Board
and Chair of the Audit Committee at IWB Industrielle Werke
Basel Ltd, and Secretary of the Board of Qnective Ltd.
SKILLS AND EXPERIENCE
Mirjana has more than 20 years’ experience in the areas
of corporate finance, structuring of companies and
management of complex corporate transactions. She was
appointed to the Eurowag supervisory board in December
2020 to provide vision and expertise to guide Eurowag
on its mission to become the leading on-road mobility
platform.
Mirjana held the role of Chief Financial Officer at Qnective
Ltd until 2018 and, earlier in her career, was Chief
Executive and Financial Officer of Edisun Power Europe
Ltd, Chief Financial Officer of MediService Ltd and Chief
Financial Officer for Novartis Oncology Switzerland.
Mirjana holds an undergraduate degree from the
University of Applied Sciences Zurich and an MBA from
the University of St Gallen.
A R N
Mirjana Blume
Senior Independent
Non-Executive Director
Chief Financial Officer
KEY
Chair
A
Audit & Risk Committee
R
Remuneration Committee
N
Nomination Committee
Annual Report and Accounts EUROWAG
97
GOVERNANCE
APPOINTED
7 September 2021
NATIONALITY
British
OTHER COMMITMENTS
Sharon is currently Chair of the Board of AIM-listed
Restore plc. Sharon is an independent technology
consultant and Chair of both DriveWorks Ltd, an
independent design automation company, and
Foundation SP Ltd.
SKILLS AND EXPERIENCE
Sharon has had a successful career in technology, media
and digital companies, and has extensive corporate
governance experience.
Sharon is a former Non-Executive Director of Ted
Baker plc and served as acting Chair from December
2019 until July 2020. She has previously held roles as
Marketing Director and main Board Director of the BBC,
and spent 16 years at Microsoft, where she was a Board
Director of Microsoft UK and Regional General Manager
of MSN International. Until March 2022, Sharon was
Non-Executive Director of Hyve Group plc and Non-
executive Chair at Unique X Ltd.
Sharon holds a graduate Diploma in Marketing from
the Chartered Institute of Marketing, is a Fellow of the
Chartered Institute of Marketing, as well as a Member of
Women in Advertising and Communications Leadership.
APPOINTED
7 September 2021
NATIONALITY
British/Irish
OTHER COMMITMENTS
Caroline is a Non-Executive Director of London-listed
IP Group plc, where she Chairs the Audit and Risk
Committee, Georgia Capital plc and Luceco plc. She is
also a Non-Executive Director of NYSE-listed Rockley
Photonics Holdings Limited and is an external member of
the global Partnership Council of Clifford Chance.
SKILLS AND EXPERIENCE
Caroline has extensive executive and non-executive
experience across the technology, financial services and
industrials sectors. She has over 20 years’ experience
sitting on the boards of listed companies, and has chaired
audit committees of listed companies for the past 18 years.
Her early career was spent in corporate finance with
Caroline holds a first-class degree and PhD in Natural
Sciences from the University of Cambridge, an MBA and
MA from the City Business School, University of London.
She is a Fellow of the Chartered Institute of Management
Accountants and qualified as a Chartered Financial
Analyst and a Chartered Director.
Caroline Brown
Independent
Non-Executive Director
Sharon Baylay-Bell
Independent
Non-Executive Director
A
R
N
A
R N
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
98
GOVERNANCE
Board of Directors CONTINUED
APPOINTED
7 September 2021
NATIONALITY
British
OTHER COMMITMENTS
Susan is a Non-Executive Director of Moonpig Group plc
and was appointed Chair of the Remuneration Committee,
ESG lead, and designated representative for workforce
engagement. Susan is also a Non-Executive at Uber UK,
The Rank Group plc, where she is Chair of the ESG and
Safer Gambling Committee, and Affinity Water Limited
where she is also Chair of the Remuneration Committee.
Susan was appointed Chair of the Board of Tangle Teezer
Limited in January 2022. She is a founding Director of
ChapterZero.org.uk, an organisation dedicated to helping
board directors and chairs get knowledge and insight on
climate change for use in board discussions.
SKILLS AND EXPERIENCE
Susan has extensive experience within a broad range of
large consumer-facing businesses, both in executive and
non-executive roles.
Until June 2020, Susan was a Non-Executive Director
of Wizz Air plc, and, until March 2020, she was a
Non-Executive Director for the Department for Exiting
the European Union. She further held senior roles at
Royal Caribbean International, Avis Europe, PepsiCo
International, McKinsey & Co, and Saatchi & Saatchi.
Susan holds bachelor’s and master’s degrees in
International Politics and Economics from the Johns
Hopkins University and the Johns Hopkins University’s
APPOINTED
7 September 2021
NATIONALITY
American
OTHER COMMITMENTS
Morgan is Managing Director at TA Associates and
co-head of its European Technology Group. Morgan
currently sits on the following boards as a representative
of TA Associates: The Access Group, Adcubum, Auction
Technology Group, Flashtalking, ITRS, Netrisk Group,
Sovos, thinkproject and Unit4.
SKILLS AND EXPERIENCE
Morgan has over 16 years of private-equity experience
and has led investments in software, financial technology,
online and e-commerce, and semiconductor companies.
He is deeply involved in creating both organic growth and
complementary acquisitions for all his portfolio companies.
Prior to joining TA Associates in 2002, Morgan worked for
Morgan Stanley and Raymond James.
Morgan holds an MBA from the Stanford Graduate School
of Business and a bachelor’s degree in Economics from
Yale University.
Joseph Morgan Seigler
Non-Executive Director
Susan Hooper
Independent
Non-Executive Director
A R N
KEY
Chair
A
Audit & Risk Committee
R
Remuneration Committee
N
Nomination Committee
Annual Report and Accounts EUROWAG
99
GOVERNANCE
The Board has sought to
establish a strong corporate
governance framework, with
the alignment of purpose,
strategy and culture
at the forefront of our
considerations.”
Eurowag’s admission to the London
Stock Exchange is a significant
milestone, in what I am certain is
going to be a long and successful
future as we meet our commitments
to Shareholders and the wider
stakeholder groups.
The Board is committed to the highest
levels of corporate governance.
In the short time between listing
and the Group’s first financial year
end as a publicly traded company,
the Board has sought to establish
a strong corporate governance
framework, with the alignment of
purpose, strategy and culture at
the forefront of our considerations.
Given the limited time frame, we
prioritised certain aspects of the UK
Corporate Governance Code (the
can find more details of the Group’s
compliance with the Code on a
comply or explain basis on page 102.
Looking forward to the Group’s
first full year as a listed company
in 2022, the Board is committed to
further integrating the principles and
provisions of the Code and guiding
management through the cultural
transition from being a private
company.
BOARD DYNAMICS
I have been very pleased to be joined
on the Board by a group of Directors
that bring a wealth of experience
and diverse perspectives on matters
facing the Company.
We were fortunate that Mirjana
Blume and Morgan Seigler agreed
to serve as Non-Executive Directors
of the listed Company, having
previously served on the W.A.G.
payment solutions, a.s. Supervisory
Board. Their collective knowledge
and familiarity with the Company, its
people and the industry is an asset to
fellow Board members and provides
historical context to key decisions.
My fellow Committee Chairs, Sharon
Baylay-Bell and Caroline Brown
lead by example in ensuring that
the appropriate Remuneration
and Audit and Risk structures are
enshrined within the business, and
guide management through the
transition into a standard of corporate
governance required of a listed
company.
Finally, Susan Hooper has been
appointed as the ESG Board
Representative, a role that includes
being the designated workforce
Paul Manduca
Chairman
It has been a privilege to
lead the Eurowag Board
through the Company’s
Initial Public Offering
and I am pleased
to present the first
Corporate Governance
Report for the Group.
INTRODUCTION
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
100
GOVERNANCE
Corporate Governance Report
representative, as outlined by
Provision 5 of the Code. Susan sits on
the Company’s ESG Committee and
will provide regular updates to the
Board on ESG matters.
The Board and the wider business
place emphasis on diversity and
inclusivity at all levels. I am very
pleased that the Board has exceeded
the Hampton-Alexander target,
with 67% female representation
on the Board. As part of the new
ESG commitments, we have set
out a target to increase female
representation to 40% amongst our
leadership population beyond the
Board. This illustrates our ambition
and commitment to promote and
support gender diversity across our
business. As part of our Diversity,
Equality, and Inclusion strategy, we
are also committed to promoting and
supporting candidates drawn from
diverse, cultural backgrounds. We will
continue to review the dynamics of
the Board and the Executive pipeline,
giving prominence to individuals from
diverse backgrounds and who can
demonstrate diversity of thought.
PURPOSE AND CULTURE
One of our primary roles as Directors
is to set the tone and culture of the
Group, in a way that reinforces and
evokes the purpose and strategic
direction of the Company. We want
to create sustainable, financial
and technological solutions for the
benefit of our industry, society and
the environment, and can only do so
by promoting the Eurowag values.
The Board will continue to monitor
the alignment of the Company’s
culture and values with its purpose
and strategy, and will take corrective
action should divergences become
apparent.
ENGAGEMENT WITH
THE WORKFORCE
One way the Board will satisfy
itself that the desired culture is
rooted within business is by being
on the ground and getting to know
restrictions, together with the timing
of the IPO, have made face-to-face
engagement difficult in 2021. I am,
however, grateful for the opportunity
I had earlier this year to engage with
our people in Prague. I know I speak
for the Board when I say that getting
to meet more of our colleagues and
learn from them is a high priority
for 2022.
STAKEHOLDERS
It is also important that we expand
our stakeholder engagement
programme. I was grateful for the
input received by the Board from the
various engagements of management
with stakeholder groups and through
advisors. This played an integral part
in the principal decisions taken by the
Board in 2021. Further details can be
found in our s172 statement on pages
59 to 63, including the considerations
the Board gave as part of its decision
making process. I look forward to
more direct engagement with our
stakeholders in 2022.
In particular, we hope to have the
opportunity to engage with our
Shareholders more in the early part
of 2022 and in the build-up to our
Our first AGM as a Public Limited
Company is scheduled to be held
Albemarle House, 1 Albemarle Street,
London W1.
CONCLUSION
This year has been eventful. I am so
pleased to be a part of this Company
as it embarks on the next chapter
of its incredible voyage. But I am
cognisant that 2021 has been, for
many, an extremely difficult year as
we all endure in our battle against
for optimism, and I look forward
to another exciting year, full of
opportunity, for the Company and
the Board as the world continues its
recovery.
Paul Manduca
Chairman
Annual Report and Accounts EUROWAG
101
GOVERNANCE
Governance overview
Implementation of the 2018 UK Corporate Governance Code
W.A.G payment solutions plc was
admitted to the FCA’s Official List
and to trading on the London
Stock Exchange’s Main Market on
13 October 2021, and on this date,
the Group adopted the UK Corporate
admission, the Group has complied
with the provisions of the Code,
except in the following aspects:
PROVISION 21 AND
PROVISION 22
An annual evaluation of the
performance of the Board has not yet
taken place given the short period
of time between admission and
the financial year end, and the fact
that the foundations of the Board
dynamics were still being established.
The Board is committed to holding
an annual Board evaluation of its own
performance, that of its committees
and individual directors. The Board
will report on the first formal
evaluation in the 2022 Annual Report.
PROVISION 23
Initial discussion on the Group’s
policy on diversity and inclusion, its
objectives and linkage to Company
strategy were held in 2021. The
Board is scheduled to review the final
policy with the view to approving its
implementation in March 2022.
PROVISION 25 AND
PROVISION 29
An annual evaluation of the
effectiveness of the external audit
process and the company’s risk
management and internal control
systems has not yet taken place,
given this was the first reporting year
as a listed entity and it would not
be appropriate given the short time
frame in which they were active. An
evaluation of the effectiveness of the
external audit and the Company’s risk
management and internal controls
system for the 2021 and 2022
financial years will take place during
2022 and will be reported on in the
2022 Annual Report.
Further information on the Company’s
application of the principles and
provisions of the Code can be
found in the Corporate Governance
Report on pages 100 to 108.
The Code is publicly available at
https://www.frc.org.uk/.
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
102
GOVERNANCE
Corporate Governance Report CONTINUED
Board leadership and Company purpose
Main activities undertaken during the financial year
Topic
Key activities and discussion
in FY21
Key achievements
Key priorities for FY22
Strategy and
management
• The Company IPO process
• Merger and acquisition
opportunities
• Review of Company branding
• Continued investment in organic
and inorganic growth opportunities
and to fund the technological
transformation
• The Company’s successful
admission onto the London Stock
Exchange
• Approval of the intention to
acquire WebEye, a leading fleet-
management solution provider
• Creation of the Executive
Committee
• Review of further M&A opportunities
for the business
• Further embedding of culture
conducive to the strategic direction of
the Company
• Supporting in the establishment of
practises and procedures expected
of management and the workforce, as
the Company embarks on its first full
year as a listed entity
• Continued realisation of the
commitments made to Shareholders
as part of the capital raise, with
priority to organic and inorganic
growth, the further development of
an end-to-end digital platform and
technology transformation
Stakeholder
engagement
• Discussion of the Company’s
purpose and culture
• Review of Culture Manifesto
• S.172 Director training
• Approval of the Company’s
Purpose Statement.
• Initial Shareholder meetings with
key Shareholders
• Further Shareholder engagement
• Investor-relations meetings
• Support management with initiatives
to further improve Net Promoter Score
and Employee Net Promoter Score
Risk
management
and internal
controls
• Review of the Company’s Risk
Appetite
• Review of the Company’s Principal
Risk and Uncertainties
• Review of the Risk Management
Framework and internal control
systems
• Review of the Company’s Risk
Register
• Review and approval of the
internal audit plan
• Provisional approval of Company’s
Risk Appetite
• Provisional approval of the
Company’s Principal Risk and
Uncertainties
• Establishment of internal audit
function
• Review of the performance of Internal
Auditor
• Continued implementation of the
new generation Enterprise Resource
Planning, focused on general ledger
accounting, treasury management
system and Group reporting to
support the Company’s objectives and
long-term growth
• Continuous review of the Company’s
Risk Appetite and Risk Register
• Review of Company’s climate risks
Financial
reporting and
controls
• Review of the external audit
workplan
• Appointment of External Auditor • Review of the performance of External
Auditor
• Finalising the Company’s commitment,
targets and implementation of KPIs
reporting
Environmental,
social and
governance
• Discussion of the Company’s ESG
strategy for 2022
• Discussion of the Company’s
Vision Statement and ambition,
purpose and values
• Review of ESG Strategy and
considerations for Climate Change
and TCFD Reporting
• Approval of the Company’s Vision
Statement and oversight of Group
culture
• Development and approval of the
Company’s ESG Strategy
• Assessment of the Company’s
positions against TCFD
recommendations
• The creation of Non-Executive
ESG Board representative
• Implementation of the Company’s ESG
strategy
• Continued evolution of the Company’s
Culture Manifesto
Board
composition
and
effectiveness
• The appointment of the Board
of Directors as part of the IPO
process
• Review of the Board’s composition,
including skills’ matrix
• Appointments of Independent
Non-Executive Directors and Chair
as part of the Company’s IPO
process
• Appointment of Susan Hooper
as the Non-Executive ESG Board
representative with effect from
1 January 2022
• Board evaluation to be undertaken
in 2022
• Succession Planning Policy
• Board Diversity Policy
Annual Report and Accounts EUROWAG
103
GOVERNANCE
Developing our culture
DEFINING PURPOSE
AND VALUES
The Board has ultimate responsibility
for establishing the purpose, values
and strategy of the Group. Our purpose
is to create sustainable financial
and technological solutions for the
benefit of our industry, society and
the environment. This is underpinned
by our four values, which guide our
EMPLOYEE ENGAGEMENT
ON CULTURE
The Group’s leadership has built a
collaborative environment where
its employees thrive, as evidenced
by the Group’s high employee
engagement. The strength of our
employee engagement is reflected
in our 2020 Employee Net Promotion
the next annual survey in 2022.
eNPS is designed to help employers
measure employee satisfaction based
on how likely they are to recommend
their employer as a place of work.
We have also set out an ambition
to be in the top 25% amongst EU
Technology companies for employee
engagement by 2025. In addition, as
of 31 December, employee retention
rate was 80.3%. Engagement with our
employees is a priority and leads to
a work environment where everyone
can be working to their true potential.
As the only Company listed in
October 2021, there has not been
sufficient time to have any formal
workforce engagement by the newly
established Board. Susan Hooper
has been appointed as the Board’s
designated representative for
workforce engagement in January
2022. Following her appointment
to the role, Susan is planning to
undertake several site visits during
2022 to discuss a variety of topics,
including culture.
Members of the Group leadership
team regularly present to the Board
on specific areas of the Group to
ensure the Board has a thorough
understanding of the key operations
of the business.
ALIGNING PURPOSE, VALUES,
STRATEGY AND CULTURE
Performance comes from passion and
purpose. Our values are our guiding
principles for everything we do. Our
values inspire us to achieve success
and happiness in our work and
private lives. Ultimately, this leads to
purpose is clearly defined and our
values are established throughout
our workforce to create alignment
between Company, team and
individual goals, and interests.
We ensure that whoever we recruit,
promote and reward demonstrates
these values, and we retain
those who share our values. This
safeguards and perpetuates the
culture we have built, which in turn
enables us to keep achieving our
strategy year-on-year.
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
104
GOVERNANCE
Corporate Governance Report CONTINUED
Division of responsibilities
DECISIONS AND MATTERS
RESERVED FOR THE BOARD
There is a formal schedule of matters
reserved for the Board, as well
as a delegated authority matrix,
which assists the Board’s planning
and provides clarity as to where
responsibility for decision making lies.
The formal schedule of matters
reserved for the Board’s decision is
available on the Company’s website
and covers areas including:
STRATEGY AND MANAGEMENT
The Board is responsible for
managing and overseeing the Group’s
operations, ensuring: competent,
compliance with statutory and
regulatory obligations.
The Board considers and reviews the
Group’s strategic aims and business
plan, and reviews the Group’s
performance in light of these aims.
The Board determines the Company’s
purpose and values and the Group’s
aims, long-term objectives and
commercial strategy.
Extension of the Group’s activities
into new business or geographic
areas, the decision to cease all or any
material part of the Group’s business,
or the restructuring or reorganisation
of the Group shall be decided by the
Board.
BOARD COMPOSITION
AND EFFECTIVENESS
The Board is committed to holding
an annual Board evaluation of its own
performance, that of its committees
and individual Directors. The
independence and appropriateness
of the skills, experience, knowledge
and commitment of the Directors
will be assessed annually during the
evaluation process.
REMUNERATION
The Board oversees the Remuneration
Committee, which is responsible for
determining the policy for Executive
Director remuneration and setting
remuneration for the Chairman,
Non-Executive Directors and senior
management.
The Board is responsible for
considering and approving the
remuneration policy for the Directors
and other senior executives, and
determines the remuneration of the
Non-Executive Directors within the
limits set in the Articles.
For further details of the Company’s
approach to remuneration, see
page 120.
FINANCIAL AND ANNUAL
REPORTING
The Board is responsible for
approving the Group’s Annual Report
and Accounts, the Interim Accounts
and Half-Yearly Report, trading
statements and the preliminary
announcement of the final results
following recommendation from the
Audit and Risk Committee.
CAPITAL EXPENDITURE AND
FINANCING
The Board is responsible for
approving investments and capital
projects exceeding £8 million, and
overseeing the project’s completion.
Any borrowings by the Group in
excess of £5 million shall be approved
by the Board.
The Board shall approve entering
into of any indemnities or guarantees
where the maximum amounts payable
could exceed £5 million, other
than indemnities and guarantees
given in respect of the Company’s
products or services or any
banking facilities (including any
indemnities, guarantees or facilities in
substitution for or renewal of existing
The Board shall approve the creation
of any mortgage, charge (fixed or
or other encumbrance of a similar
nature over all or any part of the
undertaking, property and assets
uncalled capital of the Company.
Additionally, the Board shall approve
an issue by any member of the Group
of any debt instruments for amounts
in excess of £5 million, including
bond issues, debenture issues and
loan stock instruments (but excluding
ENGAGEMENT WITH
SHAREHOLDERS AND WIDER
STAKEHOLDER GROUPS
The Board ensures effective
engagement with, and
encouragement of participation
from, the Group’s Shareholders and
stakeholders, including the workforce.
It will undertake regular review of
engagement mechanisms in place
to ensure they remain effective.
The Company has developed an
engagement strategy based on those
issues that are most important to its
long-term success.
Further information on how the
Company engages with Shareholders
and wider stakeholder groups can be
found on pages 59 to 63.
ENVIRONMENTAL, SOCIAL
AND GOVERNANCE
The Board considers the impact of the
Group’s operations on the community
and the environment and reviews
and recommends amendments to the
Group’s Environmental, Social and
Susan Hooper was appointed as
the designated ESG Director for the
Company, with effect from 1 January
2022. Susan is planning to undertake
several site visits during 2022 to meet
the workforce and discuss a variety
of topics.
For further details of the Company’s
approach to ESG, see page 65.
INTERNAL CONTROL
The Board is responsible for maintaining
and reviewing the effectiveness of
risk management and internal control
systems, and for determining the
aggregate level and types of risks the
Group is willing to take in achieving its
strategic objectives.
The Company’s internal audit function
provides independent assurance
to the CEO, the Audit and Risk
Committee and Board as to whether
the Group’s system of internal control
is adequately designed and operating
effectively to respond appropriately
to risks significant to the Company.
Further information on the Company’s
internal controls framework can be
found on pages 48 to 54.
Annual Report and Accounts EUROWAG
105
GOVERNANCE
BOARD INDEPENDENCE
All Directors are expected to exercise
independent judgment in their duty to
promote the success of the Company
for the benefit of its members as
a whole. Directors should exercise
their judgment to this end free from
material interference, and must
disclose any and all business or other
relationships to the Board.
It is an essential aspect of good
governance that the Independent
constructively challenge the CEO
and the leadership team at Board
meetings, while providing support
and guidance to promote meaningful
discussion and, ultimately, informed
and effective decision making. The
CEO welcomes and encourages
INEDs to test proposals and
provide strategic guidance in light
of their wider experience outside
the Company, particularly in listed
environments.
Morgan Seigler is a Non-Independent
Non-Executive Director, nominated
to the Board by major Shareholder
Bock Capital EU Luxembourg
WAG SARL. Morgan is expected to
exercise the same duties as fellow
Board members, in exercising
independent judgement and avoiding
conflicts of interest. Shareholding
agreements, relationship agreements
and appropriate processes and
procedures ensure safeguard
against undue influence affecting
Board decision making. Measures
have been introduced to ensure
that confidentiality is maintained, in
particular on price-sensitive matters.
The balance between Executive
Directors, Non-Executive Directors
and Independent Non-Executive
Directors ensures that no one
individual or small group of individuals
dominates the Board’s decision
making.
The Board reviews the independence
of its NEDs at each meeting, as
advised by the Company Secretary,
and takes action to identify and
manage conflicts of interests to
ensure that third-party influence
does not override or compromise
independent judgement.
Directors are required to provide
requisite information to allow the
Board, aided by the Nomination
Committee, to evaluate their
independence at appointment and
throughout their engagement with the
Company. The Board is satisfied that
there are no matters that give rise
to conflict of interests which could
compromise the independence of the
INEDs.
BOARD GOVERNANCE FRAMEWORK
SHAREHOLDERS
BOARD
BOARD
COMMITTEES
REMUNERATION
COMMITTEE
NOMINATION
COMMITEE
AUDIT & RISK
COMMITTEE
EXECUTIVE COMMITTEE
CHIEF EXECUTIVE OFFICER
CHAIRMAN
SENIOR INDEPENDENT DIRECTOR
INDEPENDENT NON EXECUTIVE DIRECTOR
INDEPENDENT NON EXECUTIVE DIRECTOR
CHIEF EXECUTIVE OFFICER
CHIEF FINANCIAL OFFICER
NON EXECUTIVE DIRECTOR
INDEPENDENT NON EXECUTIVE DIRECTOR
CHIEF
FINANCIAL
OFFICER
CHIEF
OPERATING
OFFICER
CHIEF
STRATEGY
OFFICER
CHIEF
COMMERCIAL
OFFICER
CHIEF
PEOPLE
OFFICER
CHIEF
PERFORMANCE
OFFICER
CHIEF
OF
STAFF
SENIOR VICE
PRESIDENT
ENERGY BU
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
106
GOVERNANCE
Corporate Governance Report CONTINUED
TIME COMMITMENT
The Chairman, Independent
Non-Executive Directors and
Non-Independent Non-Executive
Director each have letters of
appointment. They are not employed
in an Executive capacity by the
Group. These letters set out the
main terms of their appointments to
the Board and cover an initial term
of three years. However, in line with
the UK Corporate Governance Code
2018, all Directors are put forward for
initial election and annual re-election
thereafter by Shareholders.
The letters contain information in
relation to the time commitment
expected of each Director in their
role. Independent Non-Executive
Directors can expect a typical time
commitment of 26 days a year on
average, whilst Morgan Seigler, being
a Non-Independent Non-Executive
Director is expected to commit, on
average, 16 days per year. Given the
nature of the role of Chairman, the
expected time commitment of Paul
Manduca is circa one day per week.
While the time commitments outlined
are guidance, not targets, the time
required of Directors can fluctuate
and all Directors are expected to
devote sufficient time to discharge
their responsibilities effectively,
particularly at times of high activity or
demand on the business.
Directors’ external time commitment
is regularly reviewed to ensure
Directors can allocate the necessary
time and effort to Eurowag. This
process is continually managed by
the Company Secretary and the Chair
and takes into consideration outside
appointments and commitments,
including relevant factors such as
complexity of company and industry,
in particular highly regulated sectors,
and issues affecting these other
companies.
The Board has concluded that,
notwithstanding Directors’ other
appointments, they are each able to
dedicate sufficient time to fulfil their
duties and obligation to the Company.
Annual Report and Accounts EUROWAG
107
GOVERNANCE
DIRECTORS’ ATTENDANCE AT BOARD AND COMMITTEE MEETINGS FOR THE
PERIOD FROM INCORPORATION ON 3 AUGUST 2021 TO 31 DECEMBER 2021
Board
Audit & Risk
Committee
Remuneration
Committee
Nomination
Committee
Paul Manduca
Mirjana Blume
Caroline Brown
Sharon Baylay-Bell
Susan Hooper*
Joseph Morgan Seigler
Meetings Meetings attended
*Susan Hooper was unable to attend a Board and Audit and Risk Committee meeting due to a pre-existing commitment and changes to the Company’s IPO timeline
• Facilitate the effective
contribution of Non-Executive
Directors through engagement
in open and honest discussions.
• Oversee the effectiveness
and suitability of the Group’s
governance processes, along
with the Company Secretary.
• Ensure the Board receives
accurate and timely information
in order to fulfil its duties.
• To keep under review the
long-term development of
the Group and ensure that
effective strategic planning is
undertaken.
• Provide a sounding board for the Chair.
• Serve as an intermediary for other
Directors.
• Be available to Shareholders where
other channels of communication are
inappropriate.
• Lead the annual evaluation of the
performance of the Chair.
• Support the Board and its committees on all corporate
governance matters.
• Devise the strategy and long-
term objectives of the Group
in line with the agreed risk
appetite.
• Oversee the operational
performance and report
accurately to the Board and
its committees.
• Ensure the Board’s strategies,
objectives and decisions are
implemented in a timely and
effective manner.
• Provide constructive challenge to Executive
Directors.
• Contribute to the development of strategy and
provide oversight to ensure its execution.
• Apply independent and impartial experience and
expertise.
• Oversee the effectiveness and integrity of the Group’s
financial reporting and risk-management systems.
• Oversee the day-to-day
financial running of the Group.
• Provide strategic financial
leadership by developing
all necessary policies and
procedures to ensure sound
financial management.
• Ensuring the accuracy,
integrity and timeliness
of financial reporting and
compliance with any relevant
reporting and accounting
standards.
BOARD ROLES AND THEIR RESPONSIBILITIES
CHAIRMAN
SENIOR INDEPENDENT DIRECTOR
COMPANY SECRETARY
CEO
CFO
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
108
GOVERNANCE
Corporate Governance Report CONTINUED
COMMITTEE OVERVIEW
• Comprises the Chairman of the
Board and four independent
Non-Executive Directors.
• All members have relevant
experience.
• The Committee’s first meeting
following admission was held in
December 2021.
• Meetings are attended by the CEO
and other relevant attendees, by
invitation of the Chair.
PROGRESS SINCE
INCORPORATION
• The Board’s composition has
complied with the Code since
admission.
• The Board has met the Hampton-
Alexander target for 33% female
Board representation.
• The Board has committed to meet
the Parker Review target of at
least one person from a non-white
ethnic group by 2024.
FOCUS AREAS FOR FY22
• Succession planning for the Board
and the Senior Leadership Team.
• Perform the first annual evaluation
of the Board, it’s committees, the
Chair and the individual Directors.
• Ensure adequate induction and
training programmes are in place.
• Continued focus on diversity in all
aspects within the Group.
KEY RESPONSIBILITIES
• Monitor the governance
framework, including the structure,
size and composition of the Board
and its committees, to ensure
a balance of skills, knowledge,
experience and diversity.
• Lead a rigorous and transparent
process for identifying and
selecting candidates to serve
as Directors on the Board and
its committees, and making
recommendations to the Board for
their appointment.
• Develop and implement effective
succession plans for the Board,
its committees and the senior
leadership team, having regard to
the skills and expertise needed to
ensure the long-term sustainable
success of the Company.
• Oversee the development of
a diverse talent pipeline and
monitor the Company’s diversity
policies and initiatives and their
effectiveness.
• Review the external directorships
and commitments of the
Non-Executive Directors.
• Assist the Chairman in ensuring
there is a rigorous annual
evaluation of the performance of
the Board, its Committees, the
Chairman and individual Directors.
• Ensure that appropriate
procedures are in place for training
and developing Directors.
The Committee’s Terms of Reference,
which are reviewed and approved
annually, are available on the
Company’s website at
https://investors.eurowag.com.
Paul Manduca
Nomination Committee
Chairman
MEMBERSHIP
Committee member Meetings attended
Paul Manduca Non-Executive Chairman of the Board and Chair of the Committee 1/1
Sharon Baylay-Bell Non-Executive Director 1/1
Caroline Brown Non-Executive Director 1/1
Mirjana Blume Senior Independent Non-Executive Director 1/1
Susan Hooper Non-Executive Director 1/1
The Committee recognises the
benefits of diversity of thought
and when considering Board
appointments and hiring or
promoting to senior leadership
positions, the Group will
continue to take account of
diversity, while seeking to ensure
that each role is offered on
merit, against objective criteria.”
Annual Report and Accounts EUROWAG
109
GOVERNANCE
Nomination Committee Report
CHAIR’S INTRODUCTION
Dear Shareholders, I am pleased
to present the first Nomination
Committee Report, covering the
period from admission on 13 October
2021 until 31 December 2021.
The Nomination Committee
comprises four independent Non-
Executive Directors: Sharon Baylay-
Bell, Caroline Brown, Mirjana Blume
and Susan Hooper and myself
The biographies of each member of
the Committee are set out on pages
96 to 99.
The Committee met once in 2021,
during which we undertook an
initial Board composition review,
discussed and approved the Directors
induction plan and the continuing
training regime for existing Directors,
succession planning, and we formally
recommended to the Board that
Susan Hooper be appointed as ESG
Representative for the Board.
My role as Committee Chair is
to lead my fellow committee
members in assessing the Board’s
effectiveness, taking into account
the Company’s strategic priorities,
and planning accordingly to ensure
the right balance of skills, experience
and challenge are present in the
boardroom.
DIVERSITY POLICY
Initial discussion on the Group’s
policy on diversity and inclusion, its
objectives and linkage to Company
strategy were held in 2021. The Board
reviewed final policy and approved for
implementation in March 2022.
The Company is committed to
ensuring diversity in all forms, and
inclusion. The Committee recognises
the benefits of diversity of thought
and when considering Board
appointments and hiring or promoting
to senior leadership positions, the
Group will continue to take account of
diversity, while seeking to ensure that
each role is offered on merit, against
objective criteria, to the best available
candidate.
During the period, the Committee
reviewed the composition of the
Board and its committees and is
pleased that the current gender
composition of the Board exceeds
the target set in the Hampton-
Alexander review.
DIRECTOR APPOINTMENT
PROCESS
as Chief Executive Officer and Chief
Financial Officer respectively, having
held those positions for W.A.G.
payment solutions a.s., prior to
the IPO.
In advance of listing, Paul Manduca
was identified as Chairman-designate
following a strict selection process to
identify a respected individual with
experience of leading large UK-listed
companies to help guide the Board
as the Company embarked on its
next chapter. Ten individuals were
considered for the role, with valuable
insight on appropriate selection
criteria provided by sponsors,
Shareholders and advisors.
Pedersen & Partners were engaged to
lead a detailed and systematic search
for candidates for the Non-Executive
Director positions, with due regard to
diversity and technology and fintech
experience. A pool of over 360
candidates was identified, with fewer
than 13 shortlisted, those having
demonstrated the required skill
set, experience and personal traits
conducive of a well-rounded Board,
with an array of technical experience
and entrepreneurial drive.
Following a comprehensive multi-
stage interview process to identify
the most appropriate candidates,
including interviews with the
Chairman-designate, CEO and CFO,
as well as meetings with leading
Shareholders, four new Independent
Non-Executives were identified.
In addition, Mirjana Blume was
asked to undertake the role of
Senior Independent Director, having
previously served as a Supervisory
Board member for W.A.G. payment
solutions a.s. Her experience and
knowledge of the Company’s
operations and culture were
considered an invaluable asset to the
new Board.
Morgan Seigler was appointed to the
Under the Relationship Agreement,
TA Associates has a right to nominate
for appointment one Non-Executive
the Board, while it and its associates’
shareholding in the Company is
greater than or equal to 10%.
Pedersen & Partners was
considered independent, free from
any connections with the new
Independent Non-Executive Directors.
BOARD COMPOSITION
STATISTICS
1
INDEPENDENCE
62.5%
25.0%
12.5%
Independent Non-Executive Directors
Executive Directors
Non-Executive Directors
GENDER
37.5%
62.5%
Male
Female
1
The composition of the Board is shown as
at 31 December 2021. There have been no
changes to the composition of the Board since
the year end.
SKILLS MATRIX
The following skills matrix details
some of the key skills and experience
the Nomination Committee has
identified as valuable to the effective
oversight of the Group and execution
of the Company’s strategy.
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
110
GOVERNANCE
Nomination Committee Report CONTINUED
Capabilities
DIRECTOR
Paul
Manduca
Martin
Vohánka
Magdalena
Mirjana
Blume
Sharon
Baylay-Bell
Caroline
Brown
Susan
Hooper
Joseph Morgan
Seigler
Payment
Solutions
Transport and
Logistics
Financial/
Audit and Risk
PLC and
Governance
ESG
Capital
Markets
Tech and
Digital
All directors were appointed on the basis of having extensive Strategic, Leadership and People experience.
SUCCESSION PLANNING
During the period, the Committee
has reviewed the appointment profile
of each Director and considered
succession planning from the
planning, medium-term planning and
long-term planning. The Committee
is committed to developing and
implementing effective succession
plans for the Board and its
committees, having regard to the
skills and expertise needed to ensure
the long-term sustainable success
of the Company. The Committee and
Board will continue to have regard for
matters such as time commitment and
the benefits of diversity of gender,
social and ethnic backgrounds,
cognitive and personal strengths.
The Committee has considered the
skills and expertise of the Board and
concluded that the existing composition
is appropriate to meet the current
leadership needs of the business.
The Committee oversees the
succession and development of
the Company’s senior leadership
team and talent pipeline. During the
period, the Committee has reviewed
the Executive “bench strength” and
successors’ readiness for key senior
roles, and has identified key roles
that will form part of the Company’s
succession planning focus for 2022.
TRAINING AND ONGOING
DEVELOPMENT OF SKILLS
Prior to admission, the Company’s
external lawyers provided all
Directors with training for their legal,
regulatory and governance duties,
responsibilities and obligations as a
Director of a listed company.
The Committee has since established
a formal Director induction
programme for future Director
appointments, as well as a continued
induction plan to further integrate
the recently appointed Directors into
the business with the objective of
further enhancing their understanding
of the Company, its culture and the
industry it operates in. A schedule
of one-to-one briefing sessions
with relevant members of the senior
leadership team will be provided for
the Directors during their first year of
appointment, relevant to their specific
role on the Board.
A number of training and “deep dive”
sessions have also been scheduled
for the Board and its committees
during the course of 2022, on
topics including, but not limited to,
ESG-related topics such as TCFD
reporting, climate change, diversity
and boardroom dynamics.
BOARD EVALUATION
In view of the short period of time
between admission and the financial
year end, it was not deemed practical
to hold a formal evaluation in 2021.
The foundations of the boardroom
dynamics were still being established
and it was not appropriate to analyse
the performance of the Board, its
committees and individual Directors
on a limited sample of interactions.
Objectives and strategic direction
of the Board have not had time to
sufficiently materialise and evaluation
of these would yield little benefit at
this stage.
The Board is committed to holding
an annual Board evaluation of its own
performance, that of its committees
and individual Directors. The
Board will report on the first formal
evaluation in the 2022 Annual Report.
ELECTION OF DIRECTORS
In accordance with the Code, all
Directors will offer themselves for
election by Shareholders at the 2022
AGM. Both the Committee and the
Board are satisfied that all Directors
continue to be effective in, and
demonstrate commitment to, their
respective roles on the Board. The
Committee believes each Director
makes a valuable contribution to
the leadership of the Company. The
Board, therefore, recommends that
Shareholders approve the resolutions
to be proposed at the 2022 AGM
relating to the election of the
Directors.
Paul Manduca
Chair of the Nomination Committee
24 March 2022
Annual Report and Accounts EUROWAG
111
GOVERNANCE
The Committee has
supported and challenged
management, ensuring
that a rigorous financial
reporting and governance
framework is established to
enable the Company to be
well positioned for continued
growth in the future.”
COMMITTEE OVERVIEW
• Comprises four independent Non-
Executive Directors.
• Caroline Brown and Mirjana
Blume are considered by the
Board to have recent and
relevant accounting experience.
All members have relevant
commercial and operating
experience.
• Two meetings have been
held between admission and
31 December 2021.
• Meetings are attended by the
Chair of the Board and CFO, other
members of management, the
Internal Auditor and the External
Auditor, by invitation of the Chair.
PROGRESS SINCE
INCORPORATION
• Approved the appointment of
PwC LLP as External Auditors
as externally sourced Internal
Auditors.
• Approved the external audit
plan and fee for the year ended
31 December 2021.
• Approved a formal policy on
procuring non-audit services.
• Approved the inaugural internal
audit plan.
FOCUS AREAS FOR FY22
• Review and scrutinise the
preparation of the Annual Report
and Accounts for the year ended
31 December 2021, including
significant financial reporting
issues and judgements.
• Monitor the implementation of
financial position and prospects
procedures.
• Assist the Board in its review of
the effectiveness of the Group’s
systems of internal control and
risk-management methodology.
• Review and advise the Board on
the effectiveness of the Group’s
whistleblowing procedures.
• Review the performance of the
External Auditors and the Internal
Auditors.
• Undertake a review of the
Committee’s performance,
composition and terms of
reference.
KEY RESPONSIBILITIES
The Committee’s main
responsibilities, as outlined in its
terms of reference, are:
• Recommending the half and full-
year financial results to the Board.
• Maintaining the integrity of
all financial and non-financial
reporting, including review
of significant judgments and
estimates.
• Monitoring the Group’s internal
financial controls and risk-
management systems.
• Overseeing the relationship with
the External Auditor and reporting
the findings and recommendations
of the Auditor to the Board.
The Committee’s Terms of Reference,
which are reviewed and approved
annually, are available on the
Company’s website at
https://investors.eurowag.com.
MEMBERSHIP
Committee member Meetings attended
Caroline Brown Non-Executive Director
and Committee Chair 2/2
Sharon Baylay-Bell Non-Executive Director 2/2
Mirjana Blume Senior Independent
Non-Executive Director 2/2
Susan Hooper Non-Executive Director 1/2
Dr Caroline Brown
Audit and Risk
Committee Chair
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
112
GOVERNANCE
Audit and Risk Committee Report
DEAR SHAREHOLDER,
As Chair of the Audit and Risk
Committee, I am pleased to
present the Committee’s inaugural
report summarising its activities
for the period since admission
on 13 October 2021, and it’s work
related to the financial period ended
31 December 2021.
The major focus for the Committee
has been to ensure that adequate
financial reporting procedures
are being implemented in a timely
fashion across the areas of IT general
compliance and anti-money-
ongoing automation, integration and
reporting processes. The Committee
has approved the appointment of the
new External and Internal Auditors
and approved their audit plans. In
addition, the Committee has reviewed
financial performance, reporting on
controls internal audit together with
risk and compliance. Our review of key
accounting policies and accounting
judgements has included: revenue
recognition, valuation of put options
and the presentation and disclosure
of alternative performance measures.
Since the year end, the Committee
has reviewed and scrutinised the
preparation of the Group’s inaugural
listed entity Annual Report and
Accounts.
The Committee is comprised entirely
of independent Non-Executive
Directors, whose biographies are
set out on pages 96 to 99. The
Committee has recent and relevant
experience and competence in
accounting, internal and external
auditing experience and has the
relevant business experience
necessary to fulfil its duties. The
Committee meetings are routinely
attended by the Chairman of the
Board, the Chief Financial Officer, the
Group’s External Auditors, PwC LLP
and other members of management.
PwC and KPMG have attended all
Committee meetings held since
admission and will be invited to
attend future meetings regularly.
The Committee has reviewed the
content of the Annual Report and
Accounts and considers that it
provides the information necessary
to assess the Group’s performance,
business model and strategy and,
taken as a whole, is fair, balanced
and understandable. This Committee
report should be read in conjunction
with the CFO’s report on pages 40
to 47, the risk sections on pages 48
to 54, the External Auditors’ report
on pages 150 to 159 and, the Group
financial statements on pages 160
to 230.
As Chair of the Committee, I would
like to take this opportunity to thank
the finance, risk and compliance team
members, together with our new
external assurance providers, for their
dedication and work since admission,
under difficult and challenging
conditions.
I look forward to attending the AGM
to respond to any questions from
Shareholders that may be raised on
the Committee’s activities.
Dr Caroline A Brown
Chair of the Audit & Risk Committee
24 March 2022
Annual Report and Accounts EUROWAG
113
GOVERNANCE
ACTIVITIES OF
THE COMMITTEE
The Committee has had an extensive
number of items on the agenda
focusing on the audit, assurance, and
risk processes within the business.
The Committee has worked closely
with the senior management, the
Internal Auditor, the External Auditor
and the financial reporting team to
ensure appropriate control framework
was in place and to publish the
inaugural Annual Report of the
Company.
The Committee’s role is to ensure
that management’s disclosures
reflect the supporting detail provided
to the Committee or challenge
them to explain and justify their
interpretation and, if necessary,
re-present the information. The
Committee reports its findings and
makes recommendations to the Board
accordingly. There were two meetings
of the Committee held during the
year. Items of business considered
by the Committee, including as part
of the Annual Report and Accounts
process, are set out below:
Actions Outcomes Cross-reference
Annual reporting
Review of outstanding items from
the Financial Position and Prospects
The Committee reviewed and monitored the progress
of outstanding items from the FPPP following the IPO of
the Company at every meeting in the period.
N/A
External audit planning and key
accounting matters
The Committee received and approved the external
audit plan and audit fee proposal for PwC in December.
150 to 159
and 119
Review of significant financial
reporting issues and key judgements
The Committee received and approved management’s
accounting paper in March 2022.
116
Review of Going Concern and
Viability statements
The Committee received and approved management’s
paper on Going Concern and Viability in March 2022.
117
Review of inaugural Annual Report The Committee recommended the Annual Report and
Accounts to the Board in March 2022
N/A
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
114
GOVERNANCE
Audit and Risk Committee Report CONTINUED
Actions Outcomes Cross-reference
Risk management and internal control
Risk Management Framework and
Risk Registers
The Committee reviewed the 2021 Risk Management
Framework and requested an independent review of its
design and operating effectiveness in October.
117
Review of principal and
emerging risks
The Committee and the Board undertook a robust
assessment of the Company’s emerging and principal
risks, including a a description of its principal risks,
the procedures in place to identify emerging risks, and
an explanation of how these are being managed and
mitigated. Details of the risks approved by the Board can
be found in the Risk Section of this report.
117
Review of internal controls The Committee reviewed the internal control reporting
for 2021 and reviewed Compliance updates in
December.
117
Approved internal audit plan The Committee approved the internal audit plan for
2022 in December.
119
Governance
Internal Auditor appointment Following a competitive tender, KPMG were appointed
as internal audit co-source partner for the Company.
KPMG have a direct reporting line into the Audit and Risk
Committee.
119
External Auditor appointment Following an audit tender in 2019, PwC was appointed
as External Auditor for W.A.G. payment solutions a.s., the
Parent Company of the Group prior to the Group’s listing,
and has subsequently been appointed as Auditor of the
Company.
The Committee recognises the importance of
continuity of knowledge of the accounting and internal
infrastructure of the Company, whilst maintaining
independence as Auditor.
117
Non-Audit Services Policy The Committee adopted the Non-Audit Services Policy
for the Company.
119
Committee Terms of Reference The Committee reviewed and agreed the Terms of
Reference for the Committee.
https://investors.
eurowag.com
Financial Reporting Procedures The Committee reviewed financial reporting procedure
and controls.
113
IT General Controls & System
Transformation
The Committee reviewed and, where appropriate,
challenged the IT controls and system
transformation plan.
117
Annual Report and Accounts EUROWAG
115
GOVERNANCE
KEY ACCOUNTING ISSUES AND SIGNIFICANT JUDGEMENTS
In the preparation of the Group’s 2021 financial statements, the Committee assessed the accounting principles
and policies adopted, and whether management had made appropriate estimates and judgements. In doing so, the
Committee discussed management reports and enquired into judgements made and discussed key matters with the
External Auditors.
The significant issues considered by the Committee in relation to the financial statements include:
Significant issue: Summary:
Revenue recognition The Group acts as principal in the acceptance business as it is the primary obligor in
respect of delivery of energy and related services to its customers. In addition, the Group
has discretion in establishing the price for the specified fuel.
Valuation of put options Significant judgement:
The Group concluded that it does not,
in substance, acquire present access
to economic benefits of acquired
subsidiaries. The put option redemption
liability will be settled with a transfer of
the non-controlling interest’s shares for a
price that is deemed to approximate their
fair value. Therefore, the Non-controlling
Shareholders have retained the risks and
rewards associated with ownership until
the options are exercised.
Significant estimate:
The put option redemption liability
measurement requires significant
estimates and assumptions at each
reporting date, including forecasted future
revenues and profits of the acquired
business and discount rates. Higher
forecasted revenues and profits result
in higher put option redemption liability,
which is recognised within financial
liabilities with a corresponding charge
directly to equity. The charge to equity
is recognised separately as business
combinations equity adjustment.
Presentation of adjusting
items (and new policy on
In determining whether an item should be presented as an adjusting item to IFRS
measures, the Group considers items which must initially meet at least one of the
following criteria:
• It is a significant item, which may cross more than one accounting period.
• It has been directly incurred as a result of either an acquisition, capital restructuring
or relates to the Group’s strategic transformation programme as these are not part of
the Group’s underlying trading activity.
• It is unusual in nature, e.g. outside the normal course of business.
If an item meets at least one of the criteria, the Board, through the Audit and Risk
Committee, then exercises judgement as to whether the item should be classified as an
adjusting item to IFRS performance measures. Refer to Note 11 for a list of these items
including definitions and exclusion justifications.
The Committee reviewed presentation and disclosure of adjusting items including new
accounting policy and concluded that they are appropriate.
Further information is available within
the Auditor’s report on pages 150 to 158
Our disclosures against the Code are reviewed by an external specialist and then reported to the Committee.
Our disclosures against the Code are reviewed by the internal audit team and reported to the Committee.
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
116
GOVERNANCE
Audit and Risk Committee Report CONTINUED
FAIR, BALANCED AND
UNDERSTANDABLE
The Committee carried out a
thorough review of the Group’s Annual
Report and Accounts. The Committee
gave particular consideration to
whether the Annual Report and
Accounts, taken as a whole, was
fair, balanced and understandable,
concluding it was.
To make this assessment, the
Committee received copies of
the Annual Report and financial
statements to review during the
drafting process, to ensure that
the key messages being followed
aligned with the Company’s position,
performance and strategy being
pursued and that the narrative
sections of the Annual Report
were consistent with the financial
statements. After consideration of all
of this information, we are satisfied
that, when taken as a whole, the 2021
Annual Report and Accounts is fair,
balanced and understandable, and
provides the information necessary
for Shareholders to assess the
Group’s performance, business model
and strategy.
GOING CONCERN AND
VIABILITY REVIEW
The Committee reviewed
management’s approach to the Going
Concern and Viability statement prior
to the year end and agreed that a
three-year horizon was appropriate
for viability reporting. After the
year end, the Committee reviewed
management’s reports setting out
its view of the Group’s viability
including a description of the factors
considered in forming an assessment
of the Group’s prospects. The viability
review was based on the Group’s
three-year strategic plan and an
analysis of the impact of the principal
risks relating to product demand
decline risk, technology security
and resilience risk, external parties
dependency risk, physical security
risk and climate change risk.
Having considered management’s
assessment, the Committee approved
the Going Concern statement set
out on page 58 and the Viability
statement set out on pages 56 to 58.
RISK AND INTERNAL
CONTROLS
The key elements of the Group’s
internal-control framework and
procedures are set out on pages 48
to 54. The principal risks the Group
faces are set out on pages 49 to 54.
The Committee devoted part of each
meeting to items concerning risk and
its management.
The Executive Committee has
established a sub-committee, the
Business Assurance Committee.
The sub-committee reports to the
Executive Committee and also has
a separate reporting line directly to
the Audit and Risk Committee where
the Chair of the Business Assurance
Committee presents updates.
The executive sub-committee
coordinates the governance, risk and
controls at the Group before reporting
to the Committee and the Board.
During late 2021 and early 2022, the
Committee reviewed risk registers
and management’s updated risk
appetite statements ahead of Board
discussions to approve the Group’s
final risk appetite statements. The
Committee requested an independent
review into the design and operating
effectiveness of the risk management
framework to be conducted in 2022.
COMPLIANCE
Prior to year end, the Committee
reviewed its assurance arrangements
covering legal, financial, tax, risk, IT
and cyber, and employment policies,
identified areas where additional
assurance on Group compliance with
these policies and procedures was
required and agreed actions with
management to obtain the desired
level of assurance.
EFFECTIVENESS OF
EXTERNAL AUDIT
The Committee, on behalf of the Board,
is responsible for the relationship with
the Auditor, and part of that role is
to examine the effectiveness of the
statutory audit process. Audit quality
is regarded by the Committee as the
principal requirement of the annual
audit process.
The effectiveness of the external
audit process depends on appropriate
risk identification. In December, the
Committee discussed the Auditor’s
plan for the 2021 audit. This included
a summary of the proposed audit
scope and a summary of what the
Auditor considered to be the most
significant financial reporting risks
facing the Group, together with the
Auditor’s proposed audit approach to
these significant risks. In March, the
Auditor reported against their audit
scope, providing an opportunity for the
Committee to monitor progress and
raise questions, and challenge both the
Auditor and management.
The auditor meets management at
regular intervals during the annual
audit process.
The Committee will formally review
the effectiveness of the 2021 external
audit during the first half of 2022.
AUDITOR INDEPENDENCE
The Committee keeps under review
the cost-effectiveness, independence
and objectivity of the External
Auditor. The Committee has put in
place a policy on the engagement of
the External Auditor to supply non-
audit services and a review of the
effectiveness of the External Auditor.
In assessing the independence of
the Auditor from the Group, the
Committee takes into account the
information and assurances provided
by the Auditor, confirming that all its
partners and staff involved with the
audit are independent of any links to
the Group. PwC confirmed that all its
partners and staff complied with their
ethics and independence policies and
procedures, which are fully consistent
with the FRC’s Ethical Standard,
including that none of its employees
working on the audit hold any shares
in W.A.G payment solutions plc.
PwC has audited the Group since
2019 and the lead audit partner
rotates every five years to assure
independence. PwC, Deloitte and
former external auditor EY took part
in 2019 audit tender process. PwC
and EY were shortlisted and PwC was
later selected as an external auditor
for the Group. Mr Mark Skedgel
became lead partner in late 2021,
responsible for the Group’s statutory
audit for the 2021 year end onwards.
The Committee has no current plans
to re-tender the audit.
The Committee is satisfied that PwC
continues to be independent, and
free from any conflicting interest with
the Group.
Annual Report and Accounts EUROWAG
117
GOVERNANCE
Board
Committees
Remuneration
Committee
Nomination
Committee
Audit & Risk
Committee
Executive Sub- Committee
Business Assurance Committee
• Legal and Compliance
• Risk
•
• Security
Board
CHAIRMAN CHIEF EXECUTIVE OFFICER
SENIOR INDEPENDENT NON EXECUTIVE DIRECTOR CHIEF FINANCIAL OFFICER
INDEPENDENT NON EXECUTIVE DIRECTOR INDEPENDENT NON EXECUTIVE DIRECTOR
INDEPENDENT NON EXECUTIVE DIRECTOR NON EXECUTIVE DIRECTOR
Senior Leadership Team
Executive Committee
CEO
CHIEF
FINANCIAL
OFFICER
CHIEF
OPERATING
OFFICER
CHIEF
STRATEGY
OFFICER
CHIEF
COMMERCIAL
OFFICER
CHIEF
PEOPLE
OFFICER
CHIEF
PERFORMANCE
OFFICER
CHIEF
OF
STAFF
SVP
ENERGY
BU
Internal Audit
VP Legal &
Compliance
Security
Process
Excellence
Head of Risk
Head of
Compliance
IT Risk
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
118
GOVERNANCE
Audit and Risk Committee Report CONTINUED
The External Auditors are primarily engaged to carry out statutory audit work.
There may be other services where the External Auditors are considered to be
the most suitable supplier by reference to their skills and experience. A policy
is in place for the provision of non-audit services by the External Auditors,
to ensure that the provision of these services does not impair the External
Auditors’ independence or objectivity, in accordance with the FRC Ethical and
Auditing Standards.
Service Policy
May include the provision of
services subject to approval by the
Audit & Risk Committee, including
capital markets services, review
of interim financial statements,
compliance certificates and
reports to regulators.
The half-year review, an assurance-
related non-audit service, is approved
as part of the Audit and Risk
Committee approval of the external
audit plan.
All permitted non-audit services
require approval in advance by the
Audit and Risk Chair or Audit and Risk
Committee, subject to the cap of 70%
of the fees paid for the audit in the last
three consecutive financial years (the
cap does not apply until 3 years of
PERMISSIBLE SERVICES
Permissible services are detailed
in the FRC’s white-list of Permitted
Audit-Related and Non-Audit
Services. Any audit-related service
or non-audit-related service,
which is not on the list, cannot be
provided by the External Auditor.
Permissible in accordance with the
FRC Revised Ethical Standard 2019.
Fees for non-audit services paid
to PwC in 2021 include the cost of
reporting accountant work related
to the IPO and consultancy services
in respect of product development.
Reporting accountant work is based
on listing requirements and is often
performed by the existing audit firm
due to the nature of the work and the
continuity of knowledge. Consultancy
services were terminated within three
months after Admission to ensure
audit independence and enable work
on the first audit as a public company
to commence.
INTERNAL AUDIT
The Committee reviewed the internal
audit reports for 2021. Following a
strict tender process, KPMG was
selected as the preferred external
internal audit partner for the Group
and the Committee approved
their appointment in October. The
Committee also approved the internal
audit plan for 2022 in December.
The Committee will formally review
the effectiveness of the internal audit
function during 2022.
AUDIT FEES FOR 2021
Fees paid to the external auditor
for the year were €4.17m, of which
and other assurance services and
€0.97m was for the audit. The audit
The audit committee is satisfied
that this level of fee is appropriate
in respect of the audit services
provided, given the transition
from a private company to listed
company within the financial year
with the majority of the non-audit
fees resulting from IPO Reporting
accountant work is based on
listing requirements and as such
is exempted from non-audited
services cap. Excluding IPO Reporting
Accountancy, non-audit services
represented 43.34% of fees paid to
the External Auditor in the year.
All non-audit work that was required
to stop within 3 months of the IPO
was indeed ceased within that time
frame. The Committee will continue to
review the non-audit fee ratio.
PRIORITIES FOR 2022
During the forthcoming year, the
Committee will continue to support
and challenge management through
the evolution of the Group’s internal-
controls framework in the light
of changes expected in the UK
regulatory framework. The Committee
will consider how to bring increased
rigour to the review of the Group’s
risks and risk appetite.
Finally, the Committee will continue
to focus on the risks associated with
climate change and the impacts of
those risks on the Group’s financial
statements.
GOVERNANCE
WHISTLEBLOWING
The Committee discussed the
Company’s whistleblowing procedure
and agreed that the committee chair
would act as external escalation for
any items which employees did not
feel comfortable raising directly with
management. No items had been
notified to the committee chair prior
to this report. Further information
on the Company whistleblowing
arrangements is available on pages
90 to 91.
TERMS OF REFERENCE
The Committee has reviewed and
adopted the Terms of Reference,
which are available on the Company’s
website. The Committee will, at
least annually, review its Terms of
Reference to ensure they remain
appropriate and robust.
COMMITTEE EFFECTIVENESS
REVIEW
Due to the short period since
admission, the Committee has
not undertaken an effectiveness
review. The Committee intends to
do this during 2022 once it is more
established.
CONTINUING EDUCATION
AND TRAINING
The entire Board has received
training on the current UK Corporate
Governance Code, and regularly
receives information and regulatory
updates that could affect the work of
the Committee.
Annual Report and Accounts EUROWAG
119
GOVERNANCE
The Remuneration Policy
proposed is considered
to underpin the Group’s
strategy, reflects best
practice, and ensures the
focus of the leaders is on
the continued long-term,
sustainable success of the
business.”
Sharon Baylay-Bell
Remuneration
Committee Chair
DEAR SHAREHOLDER,
I was appointed to the Board and
as Chair of the Remuneration
Committee on 7 September 2021 and
this report covers the period from
Incorporation on 3 August 2021 to
31 December 2021.
The Directors’ Remuneration Report
comprises the following three
sections:
• This Annual Statement, where
I summarise the work of the
Committee and our approach to
• The Directors’ Remuneration
on the work undertaken prior
to Admission and provides the
framework under which directors
will be paid over the next three
• The Annual Report on
Remuneration, which explains in
more detail how directors have
been paid since Incorporation and
how we intend to pay directors in
2022 under the new Policy.
REMUNERATION COMMITTEE
COMPOSITION
The Remuneration Committee was
established shortly prior to Admission.
I am joined on the Committee by
fellow Independent Non-Executive
Directors, Caroline Brown, Mirjana
Blume and Susan Hooper. I am
pleased to confirm that the
Committee has been constructed to
comply with the recommendations of
the UK Corporate Governance Code in
relation to independence, composition
and experience. The Committee’s
terms of reference can be found on
the Company’s corporate website.
REVIEW OF REMUNERATION
2021 was an extraordinary year for
Eurowag and it marked an exciting
step in its journey as we listed the
business on the London Stock
Exchange. In preparation for the
IPO, amongst the numerous and
significant concurrent workstreams,
the business undertook a thorough
review of its pay arrangements and
made certain changes to ensure
that, going forward, pay is aligned
with market expectations expected
of a FTSE 250 business, that good
governance features apply and that
there is an appropriate balance
between fixed and variable pay. This
included the introduction of a market
INTRODUCTION
I am pleased to present Eurowag’s
first Directors’ Remuneration Report
since our Admission to the London
Stock Exchange on 13 October 2021.
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
120
GOVERNANCE
Remuneration Report
standard annual bonus scheme (with
both schemes designed to incentivise
sustainable growth over the medium to
long term.
I joined Eurowag as a Director towards
the end of the review process and take
comfort that the pay arrangements for
the senior team have been well thought
through, they are fit for purpose and
that there is an appropriate cascade
through the business.
DIRECTORS’ REMUNERATION
POLICY
At the Company’s first AGM in May
2022, the Directors’ Remuneration
Policy will be submitted to a binding
Shareholder vote. The Policy is
set out on pages 125 to 134 and
the key features of the Policy are
summarised below.
• Base salaries will be reviewed
annually and take into account
the individual’s experience,
performance, level of responsibility,
the scope and nature of the role.
Unlike most FTSE CEO’s, Martin
given he founded the business and
continues to retain a significant
shareholding in the Company. The
Committee considered carefully
how to position his base salary and
in agreement with Martin, his salary
has been set at €300,000, which is
below market levels compared to
CEO’s of similar sized businesses
on the UK market. The Company’s
has been set at €390,000 and will
next be reviewed in January 2023.
• Pension – the Executive
Directors do not receive any
company contributions towards
pension arrangements and, if
introduced, these will be no more
generous than the workforce
contribution rate.
•
have the opportunity to earn 150%
of their base salary if stretching
targets are achieved. In 2022,
the CFO’s bonus opportunity has
been set at 125% of salary and
one-third of any bonus earned
will be deferred in shares for a
period of three years. The CEO
will not participate in the 2022
annual bonus.
•
Directors and certain senior
executives will participate in
the Performance Share Plan,
under which the first award of
performance shares was granted
at Admission. A two-year post
vesting holding period applies
to awards granted to Executive
Directors. The maximum grant
level under the PSP is 150% of
salary and awards will be granted
annually with the CFO’s 2022
award to be granted later than
usual, after the interim results,
reflecting the receipt of her first
award in October 2021. The
CEO did not receive an award at
Admission and will not participate
in the 2022 PSP cycle.
• Governance features – in addition
to bonus deferral and pension
alignment, robust malus and
clawback provisions apply to the
incentive schemes, performance
share awards granted to
Executive Directors will have
a two-year holding period and
Executive Directors are subject to
shareholding guidelines (during
IPO ALL EMPLOYEE
BONUS AND LEGACY
ARRANGEMENTS
To celebrate Admission, the Company
awarded approximately 900 of
its employees (excluding Senior
Management and a number of other
of €500 per employee, subject to
having been with the Group for a
short period of qualifying service.
As disclosed in the prospectus, in
recognition of legacy entitlements
due to the CFO, she received an
additional “one-off” performance
share award (granted at the same
time as her normal performance
awards vest in April 2023 subject to
the achievement of adjusted EBITDA
per share targets for the financial year
ending 31 December 2022.
FY21 PERFORMANCE AND
PAY OUTCOMES
Shareholders will be aware that
we are operating in an economic
environment that is still dealing with
the headwinds of the pandemic and
supply-chain disruptions. Against
this backdrop, we are pleased to
have achieved a strong set of results,
in line with guidance we presented
during our IPO on the London Stock
Exchange in October 2021. It explicitly
proves the resilience of our business
model, and the mission-critical nature
of our customer value proposition.
We delivered strong net revenue
and Adjusted EBITDA of EUR 69.7
million for the year. Key performance
indicators also continue to provide
a solid base for further growth.
Furthermore, we have also continued
to invest in our future, completed
several business acquisitions
and delivered on our technology
transformation plans.
The single figure of total remuneration
payable for the period ended 31
December 2021, shown in this
report, is based on the period from
Incorporation on 3 August 2021 to
31 December 2021. The base salary,
pension and benefits are the amounts
paid over this period. The CEO did not
participate in the annual bonus and the
bonus value assigned to the CFO is the
pro rata amount of the full year bonus,
which was based on annual targets.
The CFO’s bonus measures were
based 80% on adjusted EBITDA and
20% on non-diesel revenues and were
based on very stretching targets.
The business achieved 19.0% growth
in adjusted EBITDA over the prior
year and this element of the bonus
paid out at 40.6% of maximum. Non-
diesel revenues grew by 20.3% and
this resulted in a payout of 34.2% of
maximum. The CFO’s overall bonus
outcome was 39.3% of maximum.
The Remuneration Committee
believes this outcome is appropriate
reflecting the strong financial delivery
of the business in the context of
demanding targets. The Committee
has not applied any discretion to
adjust the formulaic bonus outcomes.
Full disclosure of the targets and
achievement is provided in the Annual
Report on Remuneration.
The first PSP award was granted
at Admission and this is based on
earnings performance for the year
ending 31 December 2023. The
CFO’s one-off legacy award is based
Annual Report and Accounts EUROWAG
121
GOVERNANCE
on performance for the year ending
31 December 2022 and details of
both awards can be found in the
Annual Report on Remuneration.
As disclosed in the Prospectus, the
CFO and other senior management
also received shares in recognition
of services provided in connection
with the Global Offering. These
shares were awarded on Admission.
Recipients were able to sell sufficient
shares to settle any tax liability and
related subscription cost and the
net of tax number of shares have a
holding period of one year. This was a
one-off award that was agreed prior
to Admission and does not form part
of our ongoing post-IPO Policy.
OUR PEOPLE
Alongside the review of senior
executive pay arrangements, the
Company has also reviewed the
remuneration of employees at the
end of 2021, which resulted in
the average pay increase of 4.6%
and 500 employees receiving the
pay rise on 1 January 2022. When
identifying the eligibility for the pay
rise, the Company is using external
benchmarks, as well as key talent
review outcomes. The Company
has also put into place the policy
for the ‘Employee Share Plan’, which
enables the Company to award key
talent and experts with a long-term
incentive plan in order to retain them
in the organisation. The first awards
under this scheme are expected to
be granted by April 2022 after the
performance and talent reviews are
completed.
The Employee Engagement Survey
conducted at the end of 2020
indicated a good level of engagement
and the pulse survey undertaken
in Q3 2021 indicated that 77% of
employees feel engaged. During
2022, the Company has set up an
ambitious target to be amongst the
top 25% of technology companies in
Europe for employee engagement,
which would require the overall level
of engagement to be over 80% and
eNPS close to 30 points. The next
engagement survey will be conducted
in April 2022, and Group eNPS
features in the bonus scheme for
senior managers in 2022.
OPERATION OF THE POLICY
IN 2022
Subject to approval of the Directors’
Remuneration Policy at the 2022
Annual General Meeting, the
Committee intends to operate the
policy as follows for the current
financial year.
• Fixed pay – there will be no
change to fixed pay arrangements.
As set out in the Prospectus, the
CEO’s base salary is €300,000 p.a.
and the CFO’s salary is €390,000
p.a. and neither Director will
receive an increase in 2022 or a
Company contribution towards
pension.
• Annual bonus – the CFO’s bonus
will remain at 125% of salary,
below the proposed 150% of
salary policy limit. This will be
based on adjusted EBITDA targets
and customer and employee
provides an appropriate balance
between profit delivery, focusing
the business on ‘green’ revenues
and two of our key stakeholders,
the customer and our colleagues.
• Long-term incentives – it is
anticipated that the CFO will
receive an award of performance
shares with a face value of 150%
of base salary. As she was granted
an award at the time of Admission,
the 2022 award will be granted
later in the financial year, likely
to be after the announcement of
interim results. The awards will
vest after three years subject to
continued employment and the
satisfaction of adjusted earnings
relative total shareholder return
FTSE 250 excluding investment
trusts. Both conditions will be
measured over three financial
years commencing 1 January
2022. Eurowag’s base share price
for relative TSR measurement
purposes will be the IPO offer
price of 150 pence.
The Committee is aware of calls to
incorporate ESG metrics into incentive
schemes and intends to undertake
further work over the course of the
year on how best to do this.
CONCLUDING REMARKS
Considerable work was undertaken
prior to and directly after the IPO
to ensure the senior executive
remuneration arrangements are
aligned with good practice in the
UK, while also taking into account
the various jurisdictions within which
we operate and our employees are
based.
The Policy proposed for Shareholder
approval is considered to underpin
the Group’s strategy, reflect the
market environment, and provide a
strong support for ensuring the focus
of the leaders is on the continued
long-term, sustainable success of the
business.
We look forward to engaging with
Shareholders and other stakeholders
on an ongoing basis and I would
welcome any feedback or comments
on the Directors’ Remuneration Report
more generally.
Sharon Baylay-Bell
Chair of the Remuneration Committee
24 March 2022
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122
GOVERNANCE
Remuneration Report CONTINUED
DIRECTORS’ REMUNERATION POLICY
This section sets out the Company’s first Directors’ Remuneration Policy, which has been prepared in accordance with
Admission to the London Stock Exchange and, subject to Shareholder approval, it is intended to apply for three years from
the date of its approval.
In anticipation of Admission, the Company undertook a review of the Group’s remuneration policy for senior employees,
including the Executive Directors, to ensure that it is appropriate for the listed company environment, taking into account
good practice in the UK and recognising the various jurisdictions in which the Company’s senior executives and employees
work and reside. In undertaking this review, the Remuneration Committee sought independent, specialist advice.
The members of the Committee bring their experience to bear and had the opportunity to discuss proposals without
management present to ensure that decisions are reached objectively and without inappropriate influence. No person
participates in decision relating to their personal remuneration.
The main features of the Directors’ Remuneration Policy were set out in the Prospectus and the full Policy is set out below.
OBJECTIVES OF THE POLICY
The Directors’ Remuneration Policy has been designed with the following objectives in mind:
• to attract, retain and motivate
the Executive Directors and
senior employees, incorporating
incentives that align with and
support the Group's business
strategy as it evolves, and which
align Executives to the creation of
• to continue to support the
Group’s growth ambitions,
with a significant proportion of
potential total remuneration to be
performance-related and delivered
in awards over the Company’s
• to ensure that pay is competitive
in the various markets in which the
• to ensure an appropriate and
fair transition from current
remuneration arrangements
(salaries and existing incentive
remuneration packages, while
taking into account the cost
• to encourage wider employee
share ownership across the
• to take into account good
practice requirements in the
UK, incorporating the necessary
structural features to ensure a
strong alignment to performance
and delivery of strategic goals.
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123
GOVERNANCE
The Remuneration Committee has considered the six factors listed in Provision 40 of the UK Corporate
Governance Code.
Clarity Simplicity Risk
The Policy is designed to be simple
and support long-term, sustainable
performance.
The Policy is in line with standard
UK-listed company practice and is
well understood by participants.
The Policy clearly sets out the limits
in terms of quantum, an overview of
the performance measures that can
be used and discretions that could
be applied if appropriate.
The Group’s arrangements are simple
and include a market standard
annual bonus and a single long-term
incentive plan.
There are no complex or artificial
structures required to deliver the
Policy.
Appropriate individual limits and caps
are set with appropriate weighting on
long-term performance to discourage
any inappropriate risk taking.
The Committee retains discretions to
override formulaic outturns.
When considering performance
measures and target ranges, the
Committee will take account of
the associated risks and liaise with
the Audit and Risk Committee as
necessary.
The long-term nature of a large
proportion of pay (through annual
bonus deferral, post-vesting
holding periods and post-cessation
encourages a long-term, sustainable
mindset.
Clawback and malus provisions are in
place across all incentive plans.
Predictability Proportionality Alignment to culture
The Policy contains appropriate caps
for each component of pay.
The potential reward outcomes are
easily quantifiable and are set out
in the illustrations provided in the
Policy.
Performance can be reviewed at
regular intervals to ensure there are
no surprises in outcomes at the end
of the performance period.
Incentive outcomes are contingent
on successfully meeting stretching
performance targets, which are
aligned to the delivery of the
Company’s strategy.
The Committee retains discretions to
override formulaic outturns.
The Policy encourages performance
delivery, which is aligned to the
culture within the business. However,
this performance focus is always
considered within an acceptable risk
profile.
The measures used in the variable
incentive plans reflect business
priorities and are aligned across the
Group.
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GOVERNANCE
Remuneration Report CONTINUED
Remuneration policy for Executive Directors
The following table summarises each element of the remuneration policy for the Executive Directors, explaining how
each element operates and links to the corporate strategy.
BASE SALARY
PURPOSE OPERATION MAXIMUM POTENTIAL
VALUE
PERFORMANCE
METRICS
• To provide a base level
of pay that helps us
recruit, retain and engage
high-calibre Executive
Directors.
• Recognises the
knowledge, skills and
experience of the
individual and reflects
the scope and size of
the role.
• Salaries are normally
reviewed, but not
necessarily increased,
annually with any
changes usually effective
from 1 January. An out
of cycle review may
be conducted if the
Committee determines it
is appropriate.
• When setting base
salaries, the Committee
takes into account a
number of factors,
including (but not
and experience of the
individual, the size
and scope of the role,
salary increases across
the Group, business
performance as well
as salary levels for
comparable roles in other
similarly sized UK and
comparable companies.
• There is no maximum
salary level.
• However, salary increases
are normally considered
in relation to the wider
salary increases across
the Group.
• Above workforce
increases may be
necessary in certain
circumstances such as
when there has been
a change in role or
responsibility or where
an Executive Director
has been appointed to
the Board on an initial
salary which is lower
than the desired market
positioning.
• Individual performance,
as well as the
performance of the
Group is taken into
consideration as part
of the annual review
process.
PENSION
PURPOSE OPERATION MAXIMUM POTENTIAL
VALUE
PERFORMANCE
METRICS
• To provide cost-effective
retirement benefits.
• The Executive Directors
may receive a pension
contribution to a company
pension scheme or in the
form of a cash allowance
in lieu of pension.
• Pension allowances are
normally paid monthly
and are not bonusable.
• Pension provision is
no more generous
than any applicable
local arrangements
implemented for other
employees.
• Where provided,
pension contributions
for Executive Directors
are capped at that of the
wider local workforce
(which, for UK employees,
• Not applicable.
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GOVERNANCE
BENEFITS
PURPOSE OPERATION MAXIMUM POTENTIAL
VALUE
PERFORMANCE
METRICS
• To provide competitive,
cost-effective benefits,
which helps to recruit and
retain Executive Directors.
• Benefits may include
insurances such as life
and accident insurance,
private medical and
dental cover, mobile
telephone, use of a
company car or a car
allowance, fuel card,
travel allowances and
other market standard
benefits provided across
the Group from time
to time.
• Other benefits, such as
residency allowances,
air travel where located
away from home, tax
return preparation costs,
relocation expenses, tax
equalisation, expatriate
arrangements or support
in meeting specific
related costs incurred
may be provided as
necessary.
• Reasonable business-
related expenses
(including any tax thereon
if determined to be a
reimbursed.
• There is no specific
maximum, although it is
not expected to exceed a
normal market level.
• The value of benefits will
vary based on the cost to
the Company of providing
the benefits.
• Not applicable.
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126
GOVERNANCE
Remuneration Report CONTINUED
ANNUAL BONUS
PURPOSE OPERATION MAXIMUM POTENTIAL
VALUE
PERFORMANCE
METRICS
• To incentivise and reward
for the delivery of annual
corporate targets aligned
to the business strategy.
• To align with
Shareholders’ and wider
stakeholders’ interests.
• The Annual Bonus is
subject to performance
measures and objectives
set by the Committee for
the financial year.
• At the end of the
performance period, the
Committee assesses
the extent to which the
performance targets
have been achieved
and approves the final
outcome.
• In respect of any bonus
earned for performance in
2022 and thereafter, one-
third of any bonus earned
will be deferred in shares,
normally for three years
under the Deferred Bonus
in respect of which,
dividend equivalents may
apply to the extent such
deferred awards vest.
• Malus and clawback
provisions apply as set
out on page 131.
• Bonus awards are
payable at the
Committee’s discretion.
• The annual bonus policy
maximum is 150% of base
salary.
• The target annual bonus
opportunity is normally
set at 50% of the
maximum.
• The amount payable
for achieving threshold
performance is up to
25% of the maximum. If
the threshold level is not
achieved, no payment will
arise for the portion of
bonus against that metric.
• The Committee will
determine the relevant
measures and targets
each year taking into
account the key strategic
objectives at that time.
• Performance measures
may include financial,
strategic, operational,
ESG and/or personal
objectives.
• The majority of the
performance measures
will be based on financial
performance.
• The Committee sets
targets that are
challenging, yet realistic
in the context of the
business environment at
the time and by reference
to internal business plans
and external consensus.
Targets are set to ensure
there is appropriate level
of stretch associated
with achieving the top
end of the range but
without encouraging
inappropriate risk taking.
• The Remuneration
Committee has the
discretion to adjust
formulaic outcomes if
the Committee believes
that such outcome is
not a fair reflection
of business and/or
individual performance,
including consideration of
Shareholder and broader
stakeholder views.
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GOVERNANCE
PURPOSE OPERATION MAXIMUM POTENTIAL
VALUE
PERFORMANCE
METRICS
• To incentivise and reward
for the delivery of long-
term performance and
sustainable shareholder
value creation.
• To align with
Shareholders’ interests
and to foster a long-term
ownership mindset.
• An annual award of
performance shares
under the Performance
normally vest after a
period of not less than
three years, and subject
to continued employment
and the achievement of
performance conditions.
• Vested awards are
subject to a further
holding period applying
at least until the fifth
anniversary of grant,
during which they
may not ordinarily
be sold (other than
to pay relevant tax
• Dividend equivalents may
accrue over the period
from grant until the later
of vesting and the expiry
of any holding period.
• Malus and clawback
provisions apply as set
out on page 131.
• The maximum annual
award is 150% of salary.
• The proportion of the
award, which may vest for
threshold performance,
will be no more than 25%
of the maximum award. If
the threshold level is not
achieved, no vesting will
arise against that metric.
• Performance conditions,
weightings and target
ranges will be determined
prior to grant each year to
align with the Company’s
longer-term strategic
priorities at that time.
• The measures, which may
be considered include
financial and Shareholder
value metrics, as well as
strategic, non-financial
measures. In normal
circumstances, financial
or Shareholder value
measures will make up
the majority of the long-
term incentive.
• The Remuneration
Committee has discretion
under the PSP, in line
with the UK Corporate
Governance Code, to
adjust the level of vesting
that would otherwise
result (for example, that
would otherwise result
by reference to formulaic
discretion would only
be used in exceptional
circumstances and
may take into account
corporate and personal
performance.
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GOVERNANCE
Remuneration Report CONTINUED
ALL EMPLOYEE SHARE PLANS
PURPOSE OPERATION MAXIMUM POTENTIAL
VALUE
PERFORMANCE
METRICS
• To encourage wider share
ownership across all
employees, including the
Executive Directors.
• To align with
Shareholders’ interests
and to foster a long-term
mindset.
• Executive Directors may
participate in all employee
schemes on the same
basis as other eligible
employees.
• While no scheme is
currently in place,
the Policy permits
participation in a Share
Incentive Plan, a Save
scheme or any other all-
employee share scheme if
introduced during the life
of this Policy.
• Limits are in line with
those set by HMRC.
• Not applicable.
SHAREHOLDING REQUIREMENTS
PURPOSE OPERATION MAXIMUM POTENTIAL
VALUE
PERFORMANCE
METRICS
• To align with
Shareholders’ interests
and to foster a long-term
mindset.
• Executive Directors will
normally be expected to
retain shares, net of sales
to settle tax, until they
have met the required
shareholding.
• Progress towards the
guideline will be reviewed
by the Committee on an
annual basis.
• The shareholding
requirement will
continue to apply for
a period of two years
after termination of
employment, with the
obligation being to
retain the lower of the
shareholding requirement
or those shares held
towards the shareholding
requirement at the date
of termination. The
shareholding requirement
will halve upon the
commencement of the
second year following
termination.
• The shareholding
requirement for Executive
Directors is 200% of base
salary.
• The equivalent net value
of unvested Ordinary
Shares subject to any
awards held by an
Executive Director to
which only time-based
vesting or a holding
period applies will count
towards the shareholding
requirement.
• Not applicable.
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129
GOVERNANCE
FEES
PURPOSE OPERATION MAXIMUM POTENTIAL
VALUE
PERFORMANCE
METRICS
• To provide a competitive
fee to attract NEDs
who have the requisite
skills and experience
to oversee the
implementation of the
Company’s strategy.
• Fees for the Chairman are
set by the Committee.
• Fees for the other NEDs
are set by the Board,
excluding the NEDs.
• Fees are reviewed, but
not necessarily increased,
annually. Fee increases are
normally effective from 1
January.
• Fee levels are determined
based on an estimate
of the expected time
commitments of each
role and by reference to
comparable fee levels
in other companies
of a similar size and
complexity.
• Additional fees are payable
to the Senior Independent
Director and Chairman of
the Audit and Risk and
Remuneration Committees
(or any other Committee
to reflect their additional
responsibilities and a fee
is payable for acting as a
member of one or more
of such Committees.
Additional fees may be
payable for ESG-related
responsibilities and being
the NED designated for
engagement with the
workforce for the purposes
of the UK Corporate
Governance Code.
• Higher fees may be paid
to a NED should they
be required to assume
executive duties on a
temporary basis.
• The NEDs and the
Chairman are not eligible
to receive benefits and
do not participate in
pension or incentive
plans. Business expenses
incurred in respect of
their duties including
international travel and
accommodation for
meetings (including
reimbursed.
• There is no maximum fee
level.
• Not applicable.
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130
GOVERNANCE
Remuneration Report CONTINUED
NOTES TO THE POLICY TABLE
DIFFERENCES BETWEEN
DIRECTORS’ REMUNERATION AND
EMPLOYEES’ PAY
The key difference between senior
executives’ pay and that of the
workforce is participation in variable
pay schemes. Senior executive
remuneration arrangements
are more aligned to Company
performance due to the level of
their business influence, with high
focus on business performance
and Shareholder alignment. For
our employees, a significant factor
in determining remuneration is
the individual’s performance with
appropriate retention initiatives
focusing on high and key performers.
Over half of our employees participate
in an annual bonus arrangement.
Participation in the new share-based
the most senior people and those
with greater influence on Group
performance outcomes and the share
price. The value of each element of the
package that an employee may receive
will vary according to the employee’s
seniority and level of responsibility.
SELECTION OF PERFORMANCE
MEASURES AND TARGETS
The Remuneration Committee
determines the performance
measures applying to the Annual
Bonus and PSP based on the
strategic priorities of the Group at
the time. The measures and their
weightings may change from year
to year to reflect the needs of the
business.
Measures used may include
financial (such as net revenue,
Adjusted EBITDA and Adjusted
sustainability goals, total shareholder
return, and personal or individual
objectives. The use of such measures
is intended to ensure performance
is assessed on a rounded basis
and is appropriately aligned to the
Group’s KPIs.
The targets for both the Annual Bonus
and PSP are set after considering
internal business plans, economic
forecasts and, to the extent it exists,
external analyst consensus. The
target range is calibrated so that it
is realistic yet requires stretching
outperformance to achieve the
top end.
RECOUPMENT
The incentive pay awards made
by the Company are subject to
provisions that allow it to recover
any value delivered (or which would
with any variable award including
Annual Bonus, DBSP and PSP awards
in exceptional circumstances, and
where it believes that the value of
those variable pay awards is no
longer appropriate.
The malus and clawback provisions
can be used in the following
circumstances:
•
• An error of calculation (including
on account of inaccurate or
• An action or conduct that amounts
• An instance of corporate
failure (e.g. administration or
• A significantly adverse impact on
the Group’s reputation.
Clawback may be affected in the
period of three years following the
determination of a bonus or the
vesting of a DBSP or PSP award.
DISCRETIONS RETAINED
BY THE COMMITTEE IN
OPERATING THE INCENTIVE
PLANS
The Committee operates the Group’s
incentive plans according to their
respective rules and in accordance
with HMRC and Listing rules where
relevant. To ensure the efficient
operation and administration of these
plans, the Committee may apply
certain discretions.
the following:
• Determining the participants in
the plans.
• Determining the timing of grants
and/or payments.
• Determining the size of grants
and/or payments (within the limits
• Determining the appropriate
choice of measures, weightings
and targets for the incentive plans
from year to year including any
use of discretion to amend the
outcome, as appropriate.
• Determining ‘good leaver’
status and the extent of vesting
and or payment under the
incentive plans.
• Determining the extent of vesting
of awards under share-based
plans in the event of a change of
control.
• Making any appropriate
adjustments required in certain
circumstances (e.g. rights issues,
corporate restructuring events,
variation of capital and special
While performance conditions will
generally remain unchanged once
set, the Remuneration Committee
may vary the performance
conditions applying to any award
after it is granted if an event occurs,
which causes the Remuneration
Committee to consider that it
would be appropriate to amend the
performance conditions, provided
the Remuneration Committee acts
fairly and reasonably in making
the alteration and, in the case of
awards to the Company’s Executive
Directors, the amended performance
conditions are not materially more
or less challenging than the original
conditions would have been but for
the event in question.
LEGACY ARRANGEMENTS
As set out in the Prospectus, the
Company has various legacy share
and cash arrangements, some of
which remain subject to time vesting
and/ or performance conditions post-
IPO. For the current CFO this included
a one-off award under the PSP in
recognition of legacy entitlements
foregone. The CFO also received an
award of bonus shares in recognition
of her contribution to the Global
Offering. These are summarised
further in the Annual Report on
Remuneration.
This Policy gives authority to the
Company to honour any commitments
entered into with current directors
prior to the Company’s Admission or
to internally promoted future directors
prior to their appointment. Details
of any payments under the legacy
arrangements will be set out in future
Directors’ Remuneration Reports as
they arise.
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131
GOVERNANCE
STATEMENT OF
CONSIDERATION OF
SHAREHOLDER VIEWS
In considering the operation of the
Policy, the Committee takes into
account the published remuneration
guidelines and specific views of
Shareholders and proxy voting
agencies. The Committee will
consider Shareholder feedback
received in relation to the AGM
each year and the reports from
Shareholder representative bodies
more generally. The Committee will
consult with the Company’s larger
Shareholders, where considered
appropriate, regarding changes to
the operation of the Policy and when
the Policy is being reviewed and
brought to Shareholders for approval.
Furthermore, the Committee will
consider specific concerns or matters
raised at any time by Shareholders on
remuneration.
STATEMENT OF
CONSIDERATION OF
EMPLOYMENT CONDITIONS
ELSEWHERE IN THE GROUP
The Committee will be provided
with an update, at least annually,
of pay and employment conditions
throughout the Group. This will
include details of base salary
increases, bonus award levels, share
scheme participation across the
Group workforce as well as more
information on the salaries and
proposed increases for the Executive
Committee and Senior Leadership
Team. The Committee will review and
agree all grants of share awards.
Although the Committee has
not, to date, formally consulted
with employees on matters of
remuneration policy, the Committee
will ensure there is appropriate
liaison with the designated NED
for workforce engagement on
remuneration matters. Employee
engagement scores and other
internal surveys will be considered as
appropriate.
RECRUITMENT OF EXECUTIVE
REMUNERATION
The ongoing remuneration package
for any new Executive Director will
be set in accordance with the terms
of the Policy in place at the time of
appointment. The principles, which
will be applied, are set out below:
• Base salary – will be set at an
appropriate level taking into
account the skills and experience
of the individual, the criticality
and nature of the role and the
geography in which the role
competes or is recruited from.
If the base salary is set below
market on appointment to reflect
experience, there will be an
expectation that subsequent
increases may be above those
of the wider workforce to bring
this into line with the desired
level as the individual develops
in the role. In some cases, it
may be necessary to set a new
recruit’s salary above his or
her predecessor’s salary. The
Committee is mindful that the
Company should avoid paying
more than is necessary to recruit
the desired candidate.
• Benefits – will be in line with
those offered to other employees
in the same location and take
account of any local market
norms. In addition, the Committee
recognises that it may need to
meet certain relocation expenses,
expatriate benefits, temporary
accommodation and travel
expenses, as appropriate.
• Pension – will be in line with
that offered to local or wider
workforce norms.
• Annual Bonus – will be operated
in line with the terms set out
in the Policy table and will be
pro-rated in the year of joining
to reflect the period of service
rendered during the financial
year. Depending on the timing
of the appointment, it may be
necessary for the Committee
to use alternative performance
measures for the remainder of the
initial performance period.
•
with the terms set out in the
Policy table. An award may be
made shortly after appointment
• Buy-out awards – the Committee
may consider offering additional
cash and/or share-based elements
to replace remuneration forfeited
by an individual on leaving their
previous employment when it
considers these to be necessary
to facilitate the appointment
and in the best interests of the
Company and its Shareholders.
Any buy-out arrangements will be
made under the existing incentive
plans or the relevant provision of
the UKLA Listing Rules and would,
as far as possible, be delivered on
a like-for-like basis taking account
of the nature, time horizons and
any performance requirements
attached to the awards forfeited.
For an internal appointment, any
variable pay element or benefit
awarded in respect of the prior role
may be allowed to continue on its
original terms. For the avoidance of
doubt, this includes any remuneration
arrangements in place prior to the
Company’s Admission.
On appointment of a new Chairman of
the Board or NED, the fees will be set
taking into account the experience
and calibre of the individual and
the prevailing rates of other Non-
Executives in similar sized companies
at the time.
EXECUTIVE DIRECTORS’
SERVICE CONTRACTS
The CEO’s and CFO’s service
contracts are terminable by either
party on six months’ notice and
any contracts for newly appointed
Executive Directors will provide
for equal notice in the future and a
maximum of 12 months. The date of
each service contract is noted in the
table below:
Date of service
contract
7 September
2021
7 September
2021
* CEO and CFO were appointed as Directors of
W.A.G payment solutions plc on 3 August 2021
Executive Directors’ service
agreements are kept available for
inspection at the Company’s Single
Alternative Inspection Location.
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GOVERNANCE
Remuneration Report CONTINUED
EXECUTIVE DIRECTORS’
EXTERNAL APPOINTMENTS
Executive Directors may accept
external appointments as Non-
Executive Directors of other
companies with the specific approval
of the Board in each case. Any fees
payable will be retained by the
Executive Directors.
TERMS OF APPOINTMENT
The NEDs do not have service
contracts with the Company but
instead have letters of appointment.
The appointments of each of the
Independent Non-Executive Directors
are for an initial term of three years
from the date of appointment, unless
terminated earlier until the conclusion
of the Company’s Annual General
Meeting occurring approximately
three years from that date. The
appointment of each Independent
Non-Executive Director is also subject
to annual re-election at the General
Meeting of the Company.
The date of appointment for each
NED is shown in the table below.
Date of
appointment
Paul Manduca 7 September
2021
Joseph Morgan
Seigler
7 September
2021
Mirjana Blume 7 September
2021
Caroline Brown 7 September
2021
Sharon
Baylay-Bell
7 September
2021
Susan Hooper 7 September
2021
The Chair’s appointment is
terminable on six months’ notice or,
at the Company’s sole and absolute
discretion, the appointment can be
terminated with immediate effect
in return for a payment in lieu of
notice. The Company has the ability
to terminate the Chair’s appointment
with immediate effect without
paying compensation. The Non-
Executive Directors’ appointment is
terminable on one month’s notice or,
at the Company’s sole and absolute
discretion, the appointment can be
terminated with immediate effect in
return for a payment in lieu of notice.
The Company has the ability to
terminate a Non-Executive Director’s
appointment with immediate effect
without paying compensation.
POLICY ON PAYMENT FOR
DEPARTURE FROM OFFICE
On termination of an Executive
Director’s service contract, the
Committee will take into account
the departing Director’s duty to
mitigate their loss when determining
the amount of compensation. The
Committee’s policy is described below
and will be implemented, taking into
account the contractual entitlements,
the specific circumstances for
the departure and the interests of
Shareholders:
• Base salary, benefits and pension
party, the Executive Director can
continue to receive base salary,
benefits and pension for the
duration of their notice period.
The Executive Director may be
asked to perform their normal
duties during their notice period,
or they may be put on garden
leave. The Company may, at its
sole discretion, terminate the
contract immediately, at any
time after notice is served, by
making a payment in lieu of notice
equivalent to base salary only,
with any such payments being
paid in monthly instalments over
the remaining notice period. The
Executive Director will normally
have a duty to seek alternative
employment and any outstanding
payments will be subject to
offset against earnings from any
new role.
• Annual bonus – if an Executive
Director ceases to be employed
or is under notice of termination
for any reason prior to the date
that a bonus is due to be paid, no
bonus shall be payable. In certain
good leaver circumstances (death,
injury or disability, redundancy,
retirement, their office or
employment being in a company
which ceases to be a Group
member or for any other reason
Committee may determine that a
bonus shall continue to be paid at
the normal time and the bonus will
typically be subject to a time pro
rata reduction. Any DBSP awards
will lapse upon cessation, except
in good leaver situations as set
out above. In such cases, awards
will normally vest on their normal
vesting dates but the Committee
may decide to vest awards upon
cessation of employment. The
Committee may apply a pro-
rata reduction if it decides it is
appropriate to do so.
• PSP awards – unvested
performance share awards
will lapse upon cessation. In
certain good leaver situations,
performance shares will normally
be retained by the individual
for the remainder of the vesting
period and remain subject to the
relevant performance conditions
and ordinarily subject to a pro
rata reduction for time. The
Committee will retain discretion
to assess performance and allow
awards to vest at an earlier date if
considered appropriate.
Any outstanding SIP and/or SAYE
awards will be treated in line with
HMRC regulations.
Disbursements, such as legal costs
and outplacement fees, may be
payable as appropriate.
The Committee retains the authority
to settle any legal claims against the
Company, if considered to be in the
best interests of Shareholders.
Annual Report and Accounts EUROWAG
133
GOVERNANCE
ILLUSTRATION OF THE POLICY
The chart below sets out the potential values of the remuneration package of the Executive Directors for FY22 under
various performance scenarios.
€2,000
€1,750
€1,500
€1,250
€1,000
€750
€500
€250
€0
€314
100% 100% 100% 100%
100% 51%
30%
18%
28% 23%
33% 27%
39% 33%
17%
(000s)
Minimum On-target MaximumMax with
growth
Minimum On-target MaximumMax with
growth
€314 €314 €314
€414
€804
€1,486
€1,779
CEO CFO
n Share price growth n Long-term incentive n Annual bonus n Fixed
The chart is based on the following assumptions
MINIMUM
Comprises the value of salary, benefits and pension and assumes no payout under incentive schemes. The CEO does
not participate in the annual bonus or PSP.
Salary represents annual salary as at 1 January 2022. The benefits values have been estimated based on 2021 benefit
costs annualised.
Executive Directors currently do not participate in a pension scheme.
Target performance comprises an annual bonus payout of 50% of maximum and PSP vesting at 25% of maximum with
no share price appreciation.
MAXIMUM
MAX WITH GROWTH
As per the Maximum scenario, but with an assumed increase of 50% in the value of the PSP award to take account of
potential share price appreciation.
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
134
GOVERNANCE
Remuneration Report CONTINUED
Annual Report on Remuneration
This section of the Directors’
Remuneration Report describes the
operation of the Remuneration Policy.
REMUNERATION COMMITTEE
ROLES AND RESPONSIBILITIES
The Remuneration Committee
assists the Board in determining
its responsibilities in relation
to remuneration and workforce
engagement, including making
recommendations to the Board on
the Company’s policy on executive
remuneration, setting the over-
arching principles, parameters
and governance framework of the
Company’s Remuneration Policy
and determining the individual
remuneration and benefits package
of each of the Company’s Executive
Directors and senior management.
Remuneration Committee members
and meetings
The Remuneration Committee
was established shortly prior to
Admission. The Committee currently
comprises the four Independent Non-
Executive Directors.
•
• Caroline Brown
• Mirjana Blume
• Susan Hooper
The Chairman, the Chief Executive
Officer, the Chief Financial Officer and
the Chief People Officer are invited
to attend meetings by invitation to
provide valuable input. However, no
Director plays any part in determining
their remuneration.
The Remuneration Committee is
required to meet at least three times
a year. The terms of reference of
the Remuneration Committee covers
such issues as membership and the
frequency of meetings, as mentioned
above, together with requirements for
the quorum for and the right to attend
meetings, reporting responsibilities
and the authority of the Remuneration
Committee to carry out its duties.
Further details on the roles and
responsibilities of the Committee are
disclosed in the terms of reference,
which can be found on the Company’s
corporate website.
KEY ACTIVITIES DURING THE YEAR
The Committee held one meeting
during the period from Admission to
31 December 2021 and all members
of the Remuneration Committee
were present. The members of the
Remuneration Committee also met
on a number of occasions prior to
Admission.
The Remuneration Committee had
undertaken the following activities in
this period:
• Approved the new Remuneration
Policy and certain elements of its
operation, which became effective
from Admission, such as base
• Received an update from
advisors on market practice and
• Received an interim update on the
likely outcome of the 2021 annual
• An initial consideration of
performance measures to apply to
the 2022 incentive schemes.
EXTERNAL ADVISER
The Company received advice from
FIT Remuneration Consultants LLP
tender process and FIT were retained
by the Remuneration Committee
following Admission. FIT assisted
the Remuneration Committee in
the development of the Directors’
Remuneration Policy and on
implementation related matters. FIT
is a signatory to the Remuneration
Consultants’ Code of Conduct and
has confirmed to the Committee
that it adheres in all respects to the
terms of the Code. The fees for the
advice provided for the period to
31 December 2021 were £35,572
FIT provided share plan technical
services to the Company during the
year but provides no other services
to the Company and the Committee is
satisfied that it receives independent
and objective advice.
Annual Report and Accounts EUROWAG
135
GOVERNANCE
The disclosures only cover the period from Incorporation. However, amounts below include the annual bonus as it
related to a period including the period from Incorporation to the end of the financial year.
EUR
Martin
Vohánka
1, 5
Magdalena
Bartoś
1, 5
Paul
Manduca
7
Sharon
Baylay-
Bell
7
Caroline
Brown
7
Mirjana
Blume
7
Joseph
Morgan
Seigler
6
Susan
Hooper
7
Fixed
Pay
Salary/Fees 125,635 147,087 121,508 28,051 29,921 28,424 – 24,311
Benefits
2
8,218 13,562 – – – – – –
Variable
Pay
Annual Bonus
3
– 79,319 – – – – – –
LTIPs – – – – – – – –
Other
4, 8
– 547,335 – – – – – –
Total Remuneration 133,853 787,303 121,508 28,051 29,921 28,424 – 24,311
Total Fixed 133,853 160,649 121,508 28,051 29,921 28,424 – 24,311
Total Variable – 626,654 – – – – – –
1
Base salaries were reviewed at the time of Admission. The CEO’s salary was unchanged at €300,000 p.a. The CFO’s salary was set at €390,000 from
the date of her new service agreement, 7 September 2021
2
Benefits consisted of life insurance, private medical and dental insurance, residency allowance, air travel, reimbursement of tax return preparation
costs, use of company car, fuel card and travel allowances
3
The annual bonus is the bonus earned from the period of Incorporation to 31 December 2021 and was based on the salary in place upon Admission.
The bonus targets and their achievement are shown later in the next section of this report
4
period of one year
5
The current Executive Directors have not participated in a private pension arrangement during the period under review
6
Joseph Morgan Seigler has been appointed to the Board by TA Associates. He does not receive a fee for his services
7
The Non-Executive Directors’ fees represent the period from their appointment on 7 September 2021 to the end of the financial year. Chairman Paul
Manduca provided consultancy services to the Group in the period from incorporation to appointment on 7 September 2021 amounting to €13,045,
which were included in the fixed pay for the period
8
On 10 September 2021 the CFO purchased 37,822 shares of W.A.G. payment solutions, a.s. at a 50% discount, which were exchanged for 190,181 shares
of the Company on 7 October 2021. The reported amount of €147,335 represents the market value of the discount
The CEO does not participate in the annual bonus. For the CFO the maximum opportunity for 2021 was 125% of salary.
Performance measure Weighting
Threshold
(10% Payable)
Max
(100% Payable)
Actual FY21
achievement
Bonus
outcome (% of
total bonus)
Adjusted ebitda 80% €67.39m €74.24m €69.72m 40.61%
Non-diesel revenue 20% €59.62m €68.49m €62.00m 34.15%
The Committee considered the formulaic outturn in the context of wider Company and individual performance and felt
that the result was warranted. Therefore, no discretion was used to alter the outturn.
bonus arrangements were agreed and put in place prior to Admission and at the time it was agreed that payment of this
bonus will be made in cash. However, from 2022, in line with the proposed Directors’ Remuneration Policy, one-third of
any bonus earned will be deferred into shares for three years.
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
136
GOVERNANCE
Remuneration Report CONTINUED
The CEO does not participate in the PSP. At Admission, PSP awards were granted to the CFO and other senior
executives. Details of the CFO’s award are set out in the table below.
Date of grant
No. of
shares
granted
Share price
on date of
grant
Face value
of award
Award as %
salary Vesting date
normal PSP 13 October 2021 333,333 £1.50 £500,000
1
150%
1
13 October 2024
1
These PSP awards were granted as nominal cost options and will ordinarily vest on the third anniversary of their grant
date, subject to continued service and the Remuneration Committee’s assessment of the extent to which the award’s
performance conditions are satisfied. A post vesting holding period applies to the awards granted to the CFO during
of the vesting of her award.
This PSP award is subject to sliding scale adjusted EBITDA performance targets, which were disclosed in the
Prospectus and have since been re-expressed as adjusted EBITDA per share for the financial year ending 31 December
2023. The targets set out below require significant growth on 2020 adjusted EBITDA.
Normal award performance shares vesting
(% of awards)
Adjusted EBITDA/share equivalent for
FY ending 31 December 2023
0%
25% 13.79 cents
100%
Vesting will be determined on a straight-line basis for performance between 13.79 cents and 15.39 cents.
As explained in the Committee Chair’s statement, in recognition of various legacy entitlements pre-IPO, the CFO was
granted at Admission one off, not to be repeated, PSP awards, which do not form part of the ongoing Remuneration
Policy. The award was over shares with a face value of €1,200,000.
Date of grant
no. of awards
granted
Share price on
date of grant
Face value of
award Vesting date
13 October 2021 683,760 £1.50 £1,025,640
1
April 2023
1
This PSP award is subject to sliding scale adjusted EBITDA performance targets, which have been re-expressed
as adjusted EBITDA per share for the financial year ending 31 December 2022. The targets set out below require
significant growth on 2020 EBITDA.
One off performance shares vesting (% of awards)
Adjusted EBITDA/share equivalent for FY
ending 31 December 2022
0%
25% 11.61 cents
100%
Vesting will be determined on a straight-line basis for performance between 11.61 cents and 12.34 cents.
Annual Report and Accounts EUROWAG
137
GOVERNANCE
Audited
Shares
owned
outright as at
31 December
2021
Subject to
a holding
period
Awards
unvested and
subject to
performance
conditions
Options
unvested and
not subject to
performance
conditions
Options
vested but
not exercised
Shareholding
as a
percentage of
salary
Shareholding
requirement
met (200%
salary)
Executive Directors
1
325,061,688 – – – – 116,931% YES
2
190,181 133,970 1,017,093 – – 90% NO
Non-Executive Directors
Paul Manduca 100,000 – – – – – –
Joseph Morgan
Seigler – – – – – – –
Mirjana Blume 13,913 – – – – – –
Caroline Brown – – – – – – –
Sharon Baylay-Bell 35,000 – – – – – –
Susan Hooper – – – – – – –
1
2
which are subject to a 12-month holding period
The shareholding as a percentage of salary is based on shares owned outright and the net of tax number of other
awards which are not subject to ongoing performance conditions.
The middle market share price at the close of business on 31 December 2021 was £0.917 and the range of the middle
market price during the period since Admission until 31 December 2021 was £1.537 to £0.900.
Since the year end there have been no changes in the shareholdings shown in the table above.
PERFORMANCE GRAPH AGAINST FTSE250
The chart below shows the value of £100 invested in the Company on IPO compared with the value of £100 invested
in the FTSE 250 Index at the same date and the movement in value until 31 December 2021. We have chosen the FTSE
250 Index as it provides the most appropriate and widely recognised index for benchmarking the Company’s corporate
performance since IPO.
TOTAL SHAREHOLDER RETURN
140
120
100
80
60
40
20
0
12/10/2021 12/10/2021 12/10/2021 12/10/2021 12/10/2021 12/10/2021 12/10/2021 12/10/2021 12/10/2021 12/10/2021 12/10/2021 12/10/2021
W A G Payments
FTSE 250 Index
TSR – Value of a 100 unit investment made at Admission
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
138
GOVERNANCE
Remuneration Report CONTINUED
CEO single figure history FY21
Total remuneration €133,853
Annual bonus as % of max N/A
PSP shares vesting as % of max N/A
The CEO does not participate in the annual bonus nor any share incentive plans. His total remuneration for 2021 is
based on fixed pay received between Incorporation and 31 December 2021.
CEO PAY RATIO
The Company does not have 250 UK employees and, therefore, has no statutory requirement to publish a CEO pay
ratio. The Committee will continue to review the appropriateness of publishing pay ratios in the future.
RELATIVE IMPORTANCE OF SPEND ON PAY
In view of the fact that the Company only listed in October 2021, there are no distributions or buy-backs in the current
year, nor any comparable year-on-year change to disclose. Full disclosure will be presented in the Annual Report on
Remuneration for 2022.
PERCENTAGE CHANGE IN DIRECTORS’ REMUNERATION AND EMPLOYEE PAY
In view of the fact that the Company only listed in October 2021, there is no comparable year-on-year change to
disclose. Full disclosure will be presented in the Annual Report on Remuneration for 2022.
No payments for loss of office, nor payments to former Directors were made during 2021.
STATEMENT OF SHAREHOLDING VOTING
This is the first Policy and Directors’ Remuneration Report submitted to Shareholders. Disclosure of the voting results at
the 2022 AGM will be presented in the Annual Report on Remuneration for 2022.
Annual Report and Accounts EUROWAG
139
GOVERNANCE
IMPLEMENTATION OF POLICY FOR FY22
COMPONENT OF PAY IMPLEMENTATION FOR FY22
Base Salaries
The base salaries for Executive Directors were set at IPO and there will be no increase for
2022. Across the Group the average pay increase for 2022 is 4.6%
Benefits and pension The current Executive Directors do not receive any pension contributions or allowance
No changes to benefit provisions.
Annual Bonus The CEO does not participate in the annual bonus. The maximum bonus opportunity for
deferred into shares for three years.
Subject to the following performance conditions:
•
•
•
The target ranges are not disclosed prospectively as they are commercially sensitive, but
will be reported next year following the performance year.
LTIP The CEO will not participate in any share incentives. The CFO will be granted an award of
CFO was granted an award at Admission, her 2022 award will be granted after the interim
results and this will be subject to the following performance conditions measured over three
•
financial year. None of this part of the award will vest for adjusted basic EPS of less than
basis to full vesting for 11.5 cents or higher.
•
share price at the start of the performance period relative to the offer price, for the
purposes of this award, Eurowag’s base share price will be the IPO offer price of 150
pence. Therefore, significant recovery of the share price will be required for this part of
the award to have value.
NED fees
• Chairman fee: £290,000
• Non-Executive Director base fee: £60,000
• Senior Independent Director fee: £11,000
• Audit and Risk Committee Chair fee: £15,000
• Remuneration Committee Chair fee: £10,000
• Designated ESG Director additional fee: £10,000
• Member of Audit, Nomination or Remuneration Committees: £5,000
On behalf of the Board
Sharon Baylay-Bell
Chair of the Remuneration Committee
24 March 2022
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
140
GOVERNANCE
Remuneration Report CONTINUED
Annual Report and Accounts EUROWAG
141
GOVERNANCE
The Directors present the Annual
Report, together with the audited
consolidated financial statements for
the year ended 31 December 2021.
The Directors’ Report, together with
the Strategic Report on pages 01
to 93, represent the management
report for the purposes of compliance
with The Disclosure Guidance and
Transparency Rules 4.1.R.
CORPORATE GOVERNANCE
STATEMENT
The information that fulfils the
requirements of the corporate
governance statement for the
purposes of the FCA’s Disclosure
Guidance and Transparency Rules can
be found in the corporate governance
information on pages 102 to 108 (all
of which forms part of this Directors’
ARTICLES OF ASSOCIATION
AND POWERS OF
THE DIRECTORS
The Company’s Articles of
the rules relating to the powers
of the Company’s Directors and
their appointment and replacement
mechanisms. The Articles may only
be amended by special resolution at a
General Meeting of the Shareholders.
The Articles provide that the business
of the Company shall be managed by
the Board, which may exercise all the
powers of the Company, subject to
the Statutes, these articles and any
special resolutions of the Company.
The Articles of Association can be
found at: https://investors.eurowag.
com/investors/ipo-information.
DIRECTORS
As at the date of this report, the
Board is comprised of two Executive
Directors, five Independent
Non-Executive Directors and one
Non-Independent Non-Executive
further information is provided on
been no Director changes since
Admission. Further details on each of
the Directors can be found on pages
96 to 99 of this report.
An assessment of the independence
of the Chair and each of the Non-
Executive Directors (excluding the
during the IPO process following the
relevant independence parameters
provided for within the Code. As at
Admission, and as published within
the prospectus, with the exception of
the Nominee Director, the Company
considers all Non-Executive Directors
to be independent upon appointment
and free from any business or other
relationship that could materially
interfere with the exercise of their
independent judgement. The
independence of the Directors will
continue to be assessed annually
during the Board evaluation process.
The Code further recommends
that one of the Independent
Non-Executive Directors be appointed
as the Senior Independent Director for
the purposes of acting as a sounding
board for the Chair, an intermediary
for the other Non-Executive Directors
and should lead the annual evaluation
of the Chair. At Admission, it was
agreed that Mirjana Blume would act
as Senior Independent Director.
EMISSIONS
The information relevant to climate
disclosures, including the Company’s
TCFD statement, 2030 climate
target and emissions data is outlined
on pages 64 to 80. This includes
information about the Company’s
total energy consumption in our
operations, scope 1 and scope 2
emissions as well as GHG intensity
Company has also disclosed its 2019
baseline scope 3 emissions as well as
information on the material categories
for scope 3 emissions based on
2019 data. Information on climate
risks is included in both the Principal
Risk section as well as the TCFD
disclosures.
DISCLOSURE OF
INFORMATION TO AUDITORS
The Directors confirm that, so far
as they are each aware, there is no
relevant audit information of which
the Company’s Auditors are unaware.
Each Director has taken all the steps
that they ought to have taken as a
Director to make themselves aware of
any relevant audit information and to
establish that the Company’s Auditors
are aware of that information.
DIRECTORS’ INDEMNITIES
In pursuing their duties, the Directors
have the benefit of indemnity
provisions contained within the
Company’s Articles of Association.
The Company has additionally
purchased and maintained Directors’
and Officers’ liability insurance to
provide further protections for the
Directors.
The Directors are able to obtain
legal or other relevant advice at the
expense of the Company in their
capacity as Directors. The Company
provided a qualifying third-party
indemnity to each Director as
permitted by Section 234 of the
Companies Act 2006 and by the
Articles for the full financial year and
which remain in force at the date of
this report.
CONFLICTS OF INTERESTS
The Directors have declared any
conflict or potential conflict of
interest to the Board, which has the
authority to approve such situations.
A register of the matters so approved
is maintained and reviewed at each
meeting of the Board. The Directors
advise the Board as soon as they
become aware of any conflict
of interest. In the event that a
Director has a relevant conflict of
interest, they would not be party
to discussions or decisions on the
matter on which they are conflicted.
The Board can confirm that it has
not been necessary to exclude any
Director from the consideration of
Board or Committee matters on such
a basis at any time during the period.
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
142
GOVERNANCE
Directors’ Report
POLITICAL AND CHARITY
DONATIONS
The Company’s policy is that it
does not, directly or through any
subsidiary, make what are commonly
regarded as donations to any political
party. However, the Act defines
political donations very broadly and
so it is possible that normal business
activities, such as sponsorship,
subscriptions, payment of expenses,
paid leave for employees fulfilling
certain public duties and support for
bodies representing the business
community in policy review or reform,
which might not be thought of as
political expenditure in the usual
sense, could be captured. Activities
of this nature would not be thought of
as political donations in the ordinary
sense of those words. The resolution
to be proposed at the 2022 AGM,
authorising political donations and
expenditure, is to ensure that the
Group does not commit any technical
breach of the Act.
At a General Meeting of the Company
held on 7 October 2021, Shareholders
voted to allow the Company to incur
political expenditure up to a maximum
aggregate amount of £100,000 in line
with market practice.
That authority is due to expire at the
Annual General Meeting due to be
held on 26 May 2022 and, therefore,
the Company will seek to renew
the authority in line with the above
considerations.
MAJOR SHAREHOLDERS
As at 31 December 2021, and in
accordance with Rule 5 of the FCA’s
Disclosure and Transparency rules,
the following table sets out the
major shareholdings notified to the
Company by holders of notifiable
interests.
As at 31 December 2021
and the date of this report
Name of Shareholder
Number of
ordinary shares
Percentage of
issued
ordinary shares
Couverina Business, s.r.o
189,285,770 27.48%
Bock Capital EU
Luxembourg WAG S.à.r.l.
179,505,764 26.06%
135,775,918 19.71%
FIL Investments
International
32,073,333 4.66%
Funds and accounts under
the management of Select
Equity Group, L.P
26,633,333 3.87%
Includes Cornerstone Commitments
As at the date of this report, the Company has not been made aware of any further changes to the above shareholdings.
Annual Report and Accounts EUROWAG
143
GOVERNANCE
SHARE CAPITAL STRUCTURE
On 14 December 2021, a court order
approved the cancellation of the
Company’s sole B share. Companies
House was unable to register the
cancellation of the B share until after
the financial year end. Therefore, at
the financial year end, the Company
has in issue 688,911,333 ordinary
B share with a nominal value of
share capital of 688,911,334 amounts
to an aggregate nominal value of
£32,389,113.33. As at 8 January
2022 and the date of this report, the
issued share capital of the Company
comprised 688,911,333 ordinary
shares of £0.01 each admitted to
the London Stock Exchange. The
ordinary shares have attached to
them full voting, dividend and capital
rights. The class B shares have no
voting or rights to distributions or
rights to the return of capital on
winding up.
AUTHORITY TO PURCHASE
OWN SHARES
At a general meeting held on
7 October 2021, Shareholders passed
a resolution allowing the Company to
make market purchases of ordinary
shares of £0.01 each in the capital
of the Company up to a maximum
aggregate amount of 10% of the
Company’s issued share capital
immediately following Admission.
No shares have been purchased
under this authority as at the date
of this report. This authority is due
to expire at the AGM to be held on
26 May 2022.
PRINCIPAL SHAREHOLDER
AND RELATIONSHIP
AGREEMENT
In connection with, and effective
from, Admission, relationship
agreements were entered into with
to ensure that, following Admission,
the Company was able to operate
independently of the aforementioned
parties for the purposes of the Listing
Rules.
RELATIONSHIP AGREEMENT WITH
MARTIN VOHÁNKA AND COUVERINA
Under the relationship agreement,
all transactions and arrangements
with any member of the Company
and the Group at arm’s length and
take any action which would have the
effect of preventing the Company
from complying with its obligations
propose or procure the proposal of
any Shareholder resolution which is
intended or appears to be intended to
circumvent the proper application of
the Listing Rules.
nominate for appointment up to two
Non-Executive Directors to the Board,
while together with their associates’
shareholding in the Company are
greater than or equal to 25% of the
votes available to be cast at General
to nominate for appointment one
Non-Executive Director to the Board,
while together with their associates’
shareholding in the Company are
greater than or equal to 10%. Martin
to appoint any Nominee Directors
at Admission and currently have
expressed that they do not intend
to exercise these rights while Martin
considered as a Nominee Director for
so long as he is an Executive Director
of the Company, but that for so long
as he is an Executive Director of the
and Couverina to appoint Nominee
Directors shall be reduced by one, to
as a Director of the Company.
The relationship agreement
additionally governs information flow
between the Company and Martin
its concert parties (as defined in
the City Code on Takeovers and
in aggregate an interest in 30% or
more of the aggregate voting rights
in the Company and subject, where
necessary, to the prior consent of the
Panel, the Company has undertaken
to procure that at the first Annual
General Meeting of the Company and
thereafter once in every calendar
year, to propose to its Independent
Shareholders a resolutions to waive,
in accordance with Appendix 1 to
the City Code, all obligations of the
relevant Shareholder (or its concert
the ordinary shares of the Company
in accordance with Rule 9 of the City
Code that may otherwise arise as
result of the Company purchasing
or effecting any other transactions
in relation to the ordinary shares or
related securities.
RELATIONSHIP AGREEMENT
WITH TA ASSOCIATES
The TA Relationship Agreement
contains substantially the same
terms as the relationship agreement
as described above, other than the
appointment rights, which provides
Bock Capital EU Luxembourg WAG
appoint one Non-Executive Director
to the Board, while together with
its associates’ shareholding in the
Company are greater than or equal to
10% of the votes available to be cast
at General Meetings of the Company.
Morgan Seigler was appointed to
the Board, as Nominee Director, at
Admission.
Morgan Seigler additionally has
the ability to share confidential
information with Bock in accordance
with the terms of the relationship
agreement, subject to prior clearance
from the rest of the Board.
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GOVERNANCE
Directors’ Report CONTINUED
DISCLOSURES IN THE STRATEGIC REPORT
has decided to include certain disclosures within the Strategic Report, including:
Subject Matter Page
Employee involvement
Our Engagement with
Stakeholders and Responsibility
and Sustainability on pages
59 to 91
The employment of disabled people
Responsibility and Sustainability
on pages 84 to 86
The future development, performance and position of the Group
Strategic Report on pages
08 to 93
Branches outside the UK
Group Information on pages
180 to 183
Research and development activities
Notes to the Financial Statements
on pages 164 to 230
Going Concern and Viability statement
Viability Statement on pages
56 to 58
Climate-related financial disclosures, greenhouse gas consumption,
energy consumption and energy efficiency action
Responsibility and Sustainability
on pages 64 to 81
ADDITIONAL DISCLOSURES
The following information can be found elsewhere in this document, as indicated in the table below and is incorporated
into this report by reference.
Disclosure Page
Directors of the Company
Board of Directors on pages
96 to 99
Dividends
Consolidated Statement of
Changes In Shareholders’ Equity
on page 162
Financial instruments
Notes to the Financial Statements
on pages 164 to 230
Important post balance sheet events since the financial year end
Notes to the Financial Statements
on page 222
Statement of Directors’ responsibilities
Directors’ Report on pages
146 to 147
Annual Report and Accounts EUROWAG
145
GOVERNANCE
Information required to be included in the Annual Report and Accounts by LR 9.8.4 can be found in this document as
indicated in the table below:
Disclosure Page
Long-Term Incentive Plans
Directors’ Remuneration Report
on pages 120 to 140
Confirmations regarding entering into a relationship agreement with a
Controlling Shareholder and compliance with independence provisions
Principal Shareholder and
relationship agreement section
on page 144
Agreements with a Controlling Shareholder
Principal Shareholder and
relationship agreement section
on page 144
STATEMENT OF DIRECTORS’
RESPONSIBILITIES IN
RESPECT OF THE FINANCIAL
STATEMENTS
The Directors are responsible for
preparing the Annual Report and the
financial statements in accordance
with applicable law and regulation.
Company law requires the Directors
to prepare financial statements
for each financial year. Under that
law the Directors have prepared
the group financial statements
in accordance with UK-adopted
international accounting standards
and the company financial statements
in accordance with United Kingdom
Generally Accepted Accounting
Standards, comprising FRS 101
Reduced Disclosure Framework, and
Under company law, Directors must
not approve the financial statements
unless they are satisfied that they
give a true and fair view of the state
of affairs of the group and company
and of the profit or loss of the Group
for that period. In preparing the
financial statements, the Directors are
required to:
• select suitable accounting policies
and then apply them consistently
•
adopted international accounting
standards have been followed for
the Group financial statements
and United Kingdom Accounting
Standards, comprising FRS
101 have been followed for the
Company financial statements,
subject to any material departures
disclosed and explained in the
financial statements
• make judgements and accounting
estimates that are reasonable and
prudent
• prepare the financial statements
on the Going Concern basis unless
it is inappropriate to presume
that the Group and Company will
continue in business
The Directors are responsible for
safeguarding the assets of the Group
and Company and hence for taking
reasonable steps for the prevention
and detection of fraud and other
irregularities.
The Directors are also responsible for
keeping adequate accounting records
that are sufficient to show and
explain the Group’s and Company’s
transactions and disclose with
reasonable accuracy at any time the
financial position of the Group and
Company and enable them to ensure
that the financial statements and
the Directors’ Remuneration Report
comply with the Companies Act 2006.
The Directors are responsible for
the maintenance and integrity of the
Company’s website. Legislation in
the United Kingdom governing the
preparation and dissemination of
financial statements may differ from
legislation in other jurisdictions.
DIRECTORS’ CONFIRMATIONS
The Directors consider that the
Annual Report and Accounts,
taken as a whole, is fair, balanced
and understandable and provides
the information necessary for
Shareholders to assess the Group’s
and Company’s position and
performance, business model and
strategy.
Each of the Directors, whose names
and functions are listed in Board of
Directors on pages 96 to 99 confirm
that, to the best of their knowledge:
• the Group financial statements,
which have been prepared in
accordance with UK-adopted
international accounting
standards, give a true and fair
view of the assets, liabilities,
financial position and profit of
• the Company financial statements,
which have been prepared in
accordance with United Kingdom
Accounting Standards, comprising
FRS 101, give a true and fair
view of the assets, liabilities
and financial position of the
• the Strategic section of this
report includes a fair review of the
development and performance of
the business and the position of
the Group and Company, together
with a description of the principal
risks and uncertainties that
it faces.
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146
GOVERNANCE
Directors’ Report CONTINUED
In the case of each Director in office
at the date the Directors’ Report is
approved:
• so far as the Director is aware,
there is no relevant audit
information of which the Group’s
and Company’s Auditors are
• they have taken all the steps
that they ought to have taken
as a Director in order to make
themselves aware of any relevant
audit information and to establish
that the Group’s and Company’s
Auditors are aware of that
information.
GOING CONCERN
In accordance with Provision 30 of
the Code, the Directors consider it
appropriate to continue to adopt the
going concern basis of accounting in
preparing the financial statements.
The Directors, having made
appropriate enquiries, are satisfied
that the Company and Group as a
whole has adequate resources to
continue operations for a period of at
least 12 months from the date of this
report.
The full Going Concern statement
is set out on page 58
VIABILITY STATEMENT
In accordance with Provision 31 of
the Code, the Directors are required
to provide a Viability statement
that states whether the Company
and Group will be able to continue
in operation and meet its liabilities,
taking into account its current
position and the principal risks it
faces. The Directors must also specify
the period covered by, and the
appropriateness of, this statement.
The Directors’ assessment of the
viability of the Company is set out
on pages 56 to 58
FAIR, BALANCED AND
UNDERSTANDABLE
The Board considers the annual
report and financial statements,
taken as a whole, is fair, balanced
and understandable and provides
the information necessary for
Shareholders to assess the
Company’s position and performance,
business model and strategy.
This responsibility statement was
approved by the Board of Directors
and is signed on its behalf by:
David Orr
on behalf of Computershare Company
Secretarial Services Limited.
Company Secretary
24 March 2022
Annual Report and Accounts EUROWAG
147
GOVERNANCE
Financial
Statements
Independent Auditor’s Report 150
Consolidated Statement of
Comprehensive Income 160
Consolidated Statement of
Financial Position 161
Consolidated Statement of
Changes In Shareholders’ Equity 162
Consolidated Statement of
Cash Flows 163
Notes to the Financial
Statements 164
Company Statement of
Financial Position 223
Company Statement of
Changes in Shareholders’ Equity 224
Notes to the Financial
Statements 225
Company information 231
CONTENTS
Financial
Statements
Report on the audit of the
financial statements
OPINION
In our opinion:
• W.A.G payment solutions plc’s group financial statements and company financial statements (the “financial
statements”) give a true and fair view of the state of the group’s and of the company’s affairs as at
31 December 2021 and of the group’s profit and the group’s cash flows for the year then ended;
• the group financial statements have been properly prepared in accordance with UK-adopted international
accounting standards;
• the company financial statements have been properly prepared in accordance with United Kingdom Generally
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
which comprise: Consolidated and Company Statement of Financial Position as at 31 December 2021; the Consolidated
include a description of the significant accounting policies.
Our opinion is consistent with our reporting to the Audit & Risk Committee.
BASIS FOR OPINION
statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
INDEPENDENCE
We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the
and we have fulfilled our other ethical responsibilities in accordance with these requirements.
were not provided.
company or its controlled undertakings in the period under audit.
OUR AUDIT APPROACH
CONTEXT
W.A.G payment solutions plc (the Company) is a public limited company incorporated and domiciled in the United
Kingdom. The ordinary shares of the Company were admitted to the premium listing segment of the Official List of the
UK Financial Conduct Authority and have traded on the London Stock Exchange plc’s main market for listed securities
of the Group for which consolidated financial statements were produced. On 7 October 2021 the shareholders of W.A.G.
in exchange for ordinary shares of equal value in W.A.G payment solutions plc. This resulted in W.A.G payment solutions
being the date of admission to the London Stock Exchange. The financial information for the year ended 31 December
PwC UK as its auditors in December 2021.
OVERVIEW
Audit scope
• PwC component audit teams were engaged to perform a full scope audit in the Czech Republic and Spain.
Other components within the Group were requested to perform specified procedures over certain balances and
transactions. The Group audit team carried out audit procedures over the consolidation and the company.
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150
FINANCIAL STATEMENTS
Independent Auditors’ Report
TO THE MEMBERS OF W.A.G PAYMENT SOLUTIONS PLC
Key audit matters
• Presentation of adjusting items (group)
• Valuation of put options (group)
• Accounting for IPO restructuring (parent)
Materiality
•
gross revenues.
•
total assets.
•
THE SCOPE OF OUR AUDIT
financial statements.
KEY AUDIT MATTERS
audit of the financial statements of the current period and include the most significant assessed risks of material
the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team.
opinion on these matters.
This is not a complete list of all risks identified by our audit.
Key audit matter How our audit addressed the key audit matter
Presentation of adjusting items (group)
classified as adjusting items impacting adjusted EBITDA
items impacting adjusted earnings (net profit) for
the year.
The adjusting items impacting adjusted EBITDA
The adjusting items impacting adjusted earnings (net
profit) relate to: amortisation of business combination
We evaluated and understood the rationale behind each
adjusting item and audited each category of adjusting
was well below group performance materiality. This
involved agreeing the sampled items to underlying
supporting documentation.
We have considered the appropriateness of the
presentation of adjusting items in light of the Group’s
accounting policy for adjusting items and with reference
to FRC guidance on Alternative Performance Measures.
We challenged management and considered whether the
items disclosed as adjusting items were consistent with
whether items were appropriately treated and disclosed.
We performed sample testing across all balances
agreements or other evidence. For amortisation of
business combination adjustments and amortisation due
the book value to the accounting records and recalculated
management estimates. We have considered other one-
off or notable credits/charges recognised in earnings
before adjusting items to ensure consistent treatment with
adjusting items. We challenged the disclosures included in
note 11 to assess whether they were clear and balanced.
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FINANCIAL STATEMENTS
Key audit matter How our audit addressed the key audit matter
We focused on this area as there is no definition of
an adjusting item within IFRS and so judgement is
required by the directors in determining whether items
classified as adjusting are consistent with the group’s
accounting policy. We also focussed on this area given
the potential fraud risk attached to the presentation of
these items in meeting market consensus and profit-
based personal incentive targets. Consistency in
identifying and disclosing items as adjusting is important
to maintain comparability of the results year on year.
and assumptions for management’s disclosure of this
significant judgement. Also see the Key accounting issues
and significant judgements section in the Audit & Risk
Committee report.
disclosure of adjusting items is appropriate.
Valuation of put options (group)
included put options as part of the acquisition structure
as a mechanism to acquire further equity interests. The
Group has existing put options which may require it
We used valuation experts to assess the methodology and
used to value the LMS put option by the independent
experts.
We agreed the LMS put option to the underlying sale and
purchase agreement documentation.
On the Sygic put/call option we obtained the updated
agreement setting out changes to the valuation
methodology. We agreed the forecast sales and cash
EBITDA to Board-approved forecasts. We recalculated
the valuation of the redemption liability to assess
whether it was consistent with that set out in the updated
agreement. We agreed the revised sales and cash EBITDA
to approved forecasts and recalculated the liability.
redemption liability will be settled through transfer of the
shareholders have retained the risks and rewards
as a result of which the Group recognises changes to the
value of these put option liabilities through equity rather
than through comprehensive income.
operating under the brand name Last Mile Solutions
may require the Group to acquire all shares of LMS. The
put option is measured as a derivative instrument as the
Group does not control the business and therefore does
not currently consolidate the investment.
The put option for LMS was valued by an independent
expert using a monte carlo simulation and has a value of
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152
FINANCIAL STATEMENTS
Independent Auditors’ Report CONTINUED
TO THE MEMBERS OF W.A.G PAYMENT SOLUTIONS PLC
Key audit matter How our audit addressed the key audit matter
The Sygic put/call option was renegotiated in 2021. An
updated agreement was signed by both parties in 2021.
The revised forecast sales and cash EBITDA in 2023
has revised the multiples used to derive the valuation at
exercise date in early 2024.
We assessed the appropriateness of the related
disclosures.
and disclosure of put options is appropriate.
We focused on this area as the valuation of put
options includes both estimation and judgement. See
and assumptions for management’s disclosure of
accounting issues and significant judgements section in
the Audit & Risk Committee report.
Accounting for IPO restructuring (parent)
of steps have been taken to change the capital structure
of the Group. These include the insertion of W.A.G
payment solutions plc as the new holding company for
by the issue of bonus shares and a capital reduction to
create distributable reserves.
We reviewed the accounting paper prepared by
statements accurately reflect the transactions around the
IPO. We tested the transactions record to corresponding
statutory and legal documents.
We viewed statutory filings to confirm that the capital
reduction was effective in January 2022.
We assessed whether there are any impairment indicators
in the carrying value of investments as a result of the
restructuring.
including the related equity disclosures.
disclosure of the IPO restructuring in the company is
appropriate.
The creation of the new holding company is treated as
separate company financial statements will be for a
consolidated financial statements will apply predecessor
accounting principles. This will show a full year
had always been the holding company.
This brings a level of complexity to the accounting in the
parent company financial statements.
Annual Report and Accounts EUROWAG
153
FINANCIAL STATEMENTS
HOW WE TAILORED THE AUDIT SCOPE
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the
operating businesses and centralised functions. These reporting units maintain their own accounting records and
controls and report to the head office finance team in the Czech Republic for consolidation purposes. In establishing
their complete financial information both due to their size and risk characteristics: W.A.G payment solutions plc (the
and PwC Spain respectively. We also added six components to our scope to perform specified procedures to ensure
sufficient coverage of certain balances within the group consolidation. Where work was performed by component
we could conclude that sufficient appropriate audit evidence had been obtained for the Group Financial Statements
place remotely but we were able to make two site visits to the Czech Republic in person. We also had regular dialogue
with component teams throughout the audit. The Group consolidation and financial statement disclosures included in
climate change on the group’s business and its financial statements. We made enquiries of management to understand
change risk on the Group’s financial statements and the Group’s preparedness for this. The ESG report describes and
explains how climate change could have an impact on the group’s business. Using our knowledge of the business we
considered whether the risks identified by management are materially complete and have been appropriately estimated
and disclosed. We have assessed how the group has considered the impact of climate change risk on the impairment
assessment over non-current assets and in the Groups’ viability assessment. Based on the detailed audit work
MATERIALITY
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for
Financial statements – group Financial statements – company
Overall
materiality
hundred thousand euros).
hundred thousand euros).
How we
determined it
Rationale for
benchmark
applied
The Group is focused on increasing the number
gross revenues. Gross revenues is a generally
accepted auditing benchmark.
newly formed holding entity and trading is not
the entity’s main function. The Plc company has
transactions that are there to support the group
in its trading and so total assets is considered
appropriate and is a generally accepted auditing
benchmark.
components were audited to a local statutory audit materiality that was also less than our overall group materiality.
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
154
FINANCIAL STATEMENTS
Independent Auditors’ Report CONTINUED
TO THE MEMBERS OF W.A.G PAYMENT SOLUTIONS PLC
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of
company financial statements.
assessment and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of
our normal range was appropriate.
We agreed with the Audit & Risk Committee that we would report to them misstatements identified during our audit
CONCLUSIONS RELATING TO GOING CONCERN
Our evaluation of the directors’ assessment of the group’s and the company’s ability to continue to adopt the going
concern basis of accounting included:
• Obtaining and agreeing management’s going concern assessment to the business’s board approved plan and
generates sufficient cash flows to meets its long and short term obligations while complying with covenant
arrangements;
• Assessment of the historical accuracy and reasonableness of management’s forecasting;
• Analysing the cash flows in the forecast models to identify unexpected trends and relationships and ensuring the
mathematical accuracy of management’s models;
• Evaluating management’s downside scenarios of a similar extent of disruptions as seen in previous economic
downturns and ensuring this is appropriately modelled through the cash flows;
• Assessing whether climate change is expected to have a significant impact during the period of the going concern
assessment;
• Review of the related disclosures in the Annual Report and Accounts.
going concern for a period of at least twelve months from when the financial statements are authorised for issue.
in the preparation of the financial statements is appropriate.
group’s and the company’s ability to continue as a going concern.
material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the
directors considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant
sections of this report.
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155
FINANCIAL STATEMENTS
REPORTING ON OTHER INFORMATION
The other information comprises all of the information in the Annual Report other than the financial statements and our
fact. We have nothing to report based on these responsibilities.
UK Companies Act 2006 have been included.
opinions and matters as described below.
STRATEGIC REPORT AND DIRECTORS’ REPORT
and Directors’ report for the year ended 31 December 2021 is consistent with the financial statements and has been
prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the group and company and their environment obtained in the course of
DIRECTORS’ REMUNERATION
with the Companies Act 2006.
CORPORATE GOVERNANCE STATEMENT
the corporate governance statement relating to the company’s compliance with the provisions of the UK Corporate
Governance Code specified for our review. Our additional responsibilities with respect to the corporate governance
statement as other information are described in the Reporting on other information section of this report.
corporate governance statement is materially consistent with the financial statements and our knowledge obtained
• The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
•
emerging risks and an explanation of how these are being managed or mitigated;
• The directors’ statement in the financial statements about whether they considered it appropriate to adopt the going
and company’s ability to continue to do so over a period of at least twelve months from the date of approval of the
financial statements;
•
assessment covers and why the period is appropriate; and
• The directors’ statement as to whether they have a reasonable expectation that the company will be able to
disclosures drawing attention to any necessary qualifications or assumptions.
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156
FINANCIAL STATEMENTS
Independent Auditors’ Report CONTINUED
TO THE MEMBERS OF W.A.G PAYMENT SOLUTIONS PLC
Our review of the directors’ statement regarding the viability of the group was substantially less in scope than an audit
and only consisted of making inquiries and considering the directors’ process supporting their statement; checking
that the statement is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering
whether the statement is consistent with the financial statements and our knowledge and understanding of the group
and company and their environment obtained in the course of the audit.
of the corporate governance statement is materially consistent with the financial statements and our knowledge
obtained during the audit:
•
• The section of the Annual Report that describes the review of effectiveness of risk management and internal control
systems; and
• The section of the Annual Report describing the work of the Audit & Risk Committee.
We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the
company’s compliance with the Code does not properly disclose a departure from a relevant provision of the Code
specified under the Listing Rules for review by the auditors.
RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS AND THE AUDIT
RESPONSIBILITIES OF THE DIRECTORS FOR THE FINANCIAL STATEMENTS
directors are responsible for the preparation of the financial statements in accordance with the applicable framework
and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as
whether due to fraud or error.
have no realistic alternative but to do so.
AUDITORS’ RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
decisions of users taken on the basis of these financial statements.
Annual Report and Accounts EUROWAG
157
FINANCIAL STATEMENTS
considered the extent to which non-compliance might have a material effect on the financial statements. We also
considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act
2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements
journal entries that credit revenue or EBITDA. The group engagement team shared this risk assessment with the
component auditors so that they could include appropriate audit procedures in response to such risks in their work.
Audit procedures performed by the group engagement team and/or component auditors included:
• Discussions among the engagement personnel covering the potential for material misstatements due to error or
throughout the engagement;
•
awareness and concerns regarding fraud;
•
unusual account combinations which resulted in an impact on revenue/EBITDA and incorporating an element of
• Assessment of matters reported on the Group’s whistleblowing helpline and the results of management’s
investigation of such matters;
• Testing accounting estimates made by management;
• Reading the minutes of the Board meetings to identify any inconsistencies with other information provided by
management;
• Reviewing component teams’ key working papers for all in-scope components with a particular focus on the areas
involving judgement and estimates;
• Reviewing internal audit reports in so far as they related to the financial statements;
• Reviewing legal expense accounts to identify significant legal spend which may be indicative of serious breaches of
laws and regulations.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances
of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the
complete populations. We will often seek to target particular items for testing based on their size or risk characteristics.
sample is selected.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
USE OF THIS REPORT
accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into
whose hands it may come save where expressly agreed by our prior consent in writing.
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
158
FINANCIAL STATEMENTS
Independent Auditors’ Report CONTINUED
TO THE MEMBERS OF W.A.G PAYMENT SOLUTIONS PLC
Other required reporting
COMPANIES ACT 2006 EXCEPTION REPORTING
• we have not obtained all the information and explanations we require for our audit; or
•
received from branches not visited by us; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• the company financial statements and the part of the Annual Report on Remuneration to be audited are not in
agreement with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
APPOINTMENT
to audit the financial statements for the year ended 31 December 2021 and subsequent financial periods. This is
therefore our first year of uninterrupted engagement.
Other matters
these financial statements will form part of the ESEF-prepared annual financial report filed on the National Storage
Mechanism of the Financial Conduct Authority in accordance with the ESEF Regulatory Technical Standard (‘ESEF RTS’).
This auditors’ report provides no assurance over whether the annual financial report will be prepared using the single
electronic format specified in the ESEF RTS.
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Birmingham
24 March 2022
Annual Report and Accounts EUROWAG
159
FINANCIAL STATEMENTS
Notes
For the year ended
31 December
2021 2020
Revenue from contracts with customers 10 1,646,102 1,252,954
Costs of energy sold (1,492,970 ) (1,124,348 )
Net energy and services sales 11 153,132 128,606
Other operating income 655 942
Employee expenses 12 (55,665 ) (41,407 )
Impairment losses of financial assets 21 (3,116 ) (4,061 )
Technology expenses (6,797 ) (4,049 )
Other operating expenses (41,282 ) (24,600 )
46,927 55,431
Analysed as:
Adjusting items 11 22,793 3,168
Adjusted EBITDA 11 69,720 58,599
Depreciation and amortisation 11 (21,867 ) (18,246 )
Operating profit 25,060 37,185
Finance income 2,234 141
Finance costs 14 (8,943 ) (8,488 )
Share of net loss of associates (682 ) -
Profit before tax 17,669 28,838
Income tax expense 15 (8,019 ) (5,886 )
9,650 22,952
Other comprehensive income to be reclassified to profit or loss in subsequent
periods
Change in fair value of cash flow hedge recognised in equity 3,683 (4,002 )
Exchange differences on translation of foreign operations 1,458 (835 )
Deferred tax related to other comprehensive income – 46
5,141 (4,791 )
14,791 18,161
Total profit for the financial year attributable to equity holders of the Company 9,148 21,239
Total profit for the financial year attributable to non-controlling interests 502 1,713
Total comprehensive income for the financial year attributable to equity holders
of the Company 14,259 16,468
Total comprehensive income for the financial year attributable to non-
controlling interests 532 1,693
25
Basic earnings per share 1.54 3.76
Diluted earnings per share 1.53 3.73
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
160
FINANCIAL STATEMENTS
Consolidated Statement of Comprehensive Income
(EUR ‘000)
Notes
As at 31 December
2021 2020
Non-current assets
Intangible assets 16 193,453 171,364
17 34,763 32,975
Right-of-use assets 18 8,112 8,644
Investments in associates 12,934 -
Financial assets 37 258
Deferred tax assets 15 7,642 7,057
Derivative assets 252 -
Other non-current assets 3,554 4,395
260,747 224,693
Inventories 20 9,557 5,289
Trade and other receivables 21 300,601 236,432
Income tax receivables 5,095 1,212
Derivative assets 2,694 526
Cash and cash equivalents 23 224,164 118,105
542,111 361,564
802,858 586,257
Share capital 24 38,113 4,158
Share premium 24 194,763 2,927
Merger reserve 24 (25,963 ) -
Other reserves 24 1,465 (3,263 )
Business combinations equity adjustment 24 (17,046 ) (46,009 )
Retained earnings 24 84,526 72,177
275,858 29,990
Non-controlling interests 24 8,889 34,115
284,747 64,105
Non-current liabilities
Interest-bearing loans and borrowings 26 143,579 128,965
Lease liabilities 18 5,973 7,155
Deferred tax liabilities 15 5,495 3,858
Derivative liabilities 657 2,691
Other non-current liabilities 28 20,281 22,273
175,985 164,942
Trade and other payables 28 314,522 305,957
Interest-bearing loans and borrowings 26 18,894 42,274
Lease liabilities 18 2,601 2,208
Provisions 1,545 1,380
Income tax liabilities 4,208 4,332
Derivative liabilities 356 1,059
342,126 357,210
802,858 586,257
The accompanying notes form an integral part of these financial statements.
The consolidated financial statements were approved by the Board of Directors and authorised for issue on 24 March
2022. They were signed on its behalf by:
Chief Financial Officer
Company No. 13544823
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FINANCIAL STATEMENTS
Consolidated Statement of Financial Position
(EUR ‘000)
Notes
Share
capital
Share
premium
Other
reserves
Merger
reserve
Business
combinations
equity
adjustment
Retained
earnings
Total equity
attributable
to equity
holders of
the parent
Non-
controlling
interests
Total
equity
4,158 2,927 1,499 – (41,745 ) 50,258 17,097 32,487 49,584
Profit for the year - - - - - 21,239 21,239 1,713 22,952
Other comprehensive
income - - (4,771 ) - - - (4,771 ) (20 ) (4,791 )
income – – (4,771 ) – – 21,239 16,468 1,693 18,161
Dividends paid - - - - - - – (65 ) (65 )
Share-based payments 689 689 689
Contribution to reserve
fund - - 9 - (9 ) – - –
Put options held
by non-controlling
interests - - - - (4,264 ) - (4,264 ) - (4,264 )
At 31 December 2020 4,158 2,927 (3,263 ) – (46,009 ) 72,177 29,990 34,115 64,105
Profit for the year - - - - - 9,148 9,148 502 9,650
Other comprehensive
income - - 5,111 - - - 5,111 30 5,141
income – – 5,111 – – 9,148 14,259 532 14,791
Share options
exercised 24 84 3,698 - - - - 3,782 - 3,782
Transactions with own
shares - - - - - (10 ) (10 ) - (10 )
Group reorganisation 24 2,582 (6,625 ) - 4,043 - - – - –
Pre-IPO bonus (share-
based payments) 24 7 - - - - - 7 - 7
Primary proceeds (net
of expenses) 24 1,334 194,763 - - - - 196,097 - 196,097
Cancellation of shares 24 (58 ) - - - - 58 – - –
Allotment of class B
share 24 30,006 - - (30,006 ) - - – - –
Dividends paid - - - - - - – (1,980 ) (1,980 )
Transfer of reserves - - (383 ) - 383 – - –
Share-based payments - - - - - 3,736 3,736 - 3,736
Acquisition of
subsidiaries 8 - - - - - - – 2,259 2,259
Acquisition of non-
controlling interests 24 - - - - 27,003 (966 ) 26,037 (26,037 ) –
Put options held
by non-controlling
interests - - - - 1,960 - 1,960 - 1,960
At 31 December 2021 38,113 194,763 1,465 (25,963 ) (17,046 ) 84,526 275,858 8,889 284,747
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FINANCIAL STATEMENTS
Consolidated Statement of Changes In Shareholders’ Equity
(EUR ‘000)
Notes
For the year ended 31
December
2021 2020
Profit before tax for the period 17,669 28,838
Non-cash adjustments:
Depreciation and amortisation 11 21,867 18,246
Gain on disposal of non-current assets (29 ) (48 )
Interest income (44 ) (50 )
Interest expense 4,913 5,469
Movements in provisions 153 1,883
Impairment losses of financial assets 21 3,116 4,061
Movements in allowances for inventories (64 ) 89
Foreign currency exchange rate differences (784 ) 1,372
Fair value revaluation of derivatives (1,472 ) (1,057 )
Share-based payments 3,736 689
Other non-cash items 792 (124 )
(69,445 ) (7,279 )
(4,108 ) 1,855
Increase in trade and other payables 28,774 45,024
Interest received 44 50
Interest paid (4,498 ) (5,086 )
Income tax paid (10,193 ) (7,273 )
Net cash flows (used in)/generated from operating activities (9,573 ) 86,659
225 89
(5,221 ) (3,221 )
Purchase of intangible assets (26,230 ) (19,954 )
Purchase of financial instruments – (127 )
(1,166 ) -
Investment in associates (10,685 ) -
Net cash used in investing activities (43,077 ) (23,213 )
Payment of principal elements of lease liabilities (2,382 ) (2,145 )
Proceeds from borrowings 39,519 12,147
Repayment of borrowings (18,773 ) (4,494 )
Acquisition of non-controlling interests (27,003 )
Dividend payments (3,480 ) (65 )
Proceeds from issued share capital (net of expenses) 199,879 -
Proceeds from sale of own shares 20 -
Net cash generated from financing activities 187,780 5,443
Net increase in cash and cash equivalents 135,130 68,889
Effect of exchange rate changes on cash and cash equivalents 63 (217 )
Cash and cash equivalents at beginning of period 88,961 20,289
23 224,154 88,961
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FINANCIAL STATEMENTS
Consolidated Statement of Cash Flows
(EUR ‘000)
1. CORPORATE INFORMATION
W.A.G payment solutions plc (the “Company” or the “Parent”) is a public limited company incorporated and domiciled
in the United K ingdom and registered under the laws of England & Wales under company number 13544823 with its
the Company are admitted to the premium listing segment of the Official List of the UK Financial Conduct Authority and
trade on the London Stock Exchange plc’s main market for listed securities on 13 October 2021.
The Parent and its subsidiaries (together the “Group”) are principally engaged in:
A list of subsidiaries is included in Note 7.
shares of equal value in W.A.G payment solutions plc (“Group reorganisation”). This resulted in W.A.G payment solutions
representing admission to trading on the London Stock Exchange (“Admission”).
The financial information for the year ended 31 December 2021 (and comparative information for the year ended
2. BASIS OF PREPARATION
The consolidated financial statements of the Group have been prepared in accordance with UK adopted international
accounting standards (“IFRS”) in conformity with the requirements of the Companies Act 2006.
changes in equity at the date of Group reorganisation.
instruments that have been measured at fair value. The consolidated financial statements are presented in EUR and all
The Board of Directors have considered the financial prospects of the Company and the Group for the foreseeable
continue as a going concern. The Directors’ assessment included consideration of the availability of the Company’s
Concern statement are in line with scenarios covered in the Viability statement. The Board of Directors are satisfied
may cast significant doubt upon the Company’s and the Group’s ability to continue as a going concern and the Board
of Directors considers it is appropriate to adopt the going concern basis of accounting in preparing the annual financial
statements.
The Group’s fiscal year begins on 1 January and ends on 31 December.
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FINANCIAL STATEMENTS
Notes to the Financial Statements
2. BASIS OF PREPARATION CONTINUED
Information on Independent Auditor
The below fees represent amounts paid to PwC.
For the year ended
31 December
2021 2020
The statutory audit of consolidated and Company’s financial statements
Audit of the financial statements of the Company’s subsidiaries 232
301
Other assurance services 2,461
Consultancy services related to product development 676
3,200 676
4,166
3. BASIS OF CONSOLIDATION
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries. Control
• Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of the
investee);
•
• The ability to use its power over the investee to affect its returns.
• The contractual arrangement with the other vote holders of the investee;
• Rights arising from other contractual arrangements; and
• The Group’s voting rights and potential voting rights.
The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes
to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group obtains control
of a subsidiary acquired or disposed of during the year are included in the consolidated financial statements from the
date the Group gains control until the date the Group ceases to control the subsidiary.
Profit or loss and each component of other comprehensive income (“OCI”) are attributed to the equity holders of the
and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
investment retained is recognised at fair value.
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FINANCIAL STATEMENTS
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting policies used in preparing the consolidated financial statements are set out below. These accounting
policies have been consistently applied in all material respects to all periods presented.
4.1 BUSINESS COMBINATIONS AND GOODWILL
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as
non-controlling interest in the acquiree at fair value or at the proportionate share of the acquiree’s identifiable net
assets. Acquisition-related costs are expensed as incurred and included in other operating expenses.
conditions as at the acquisition date. This includes the separation of embedded derivatives in host contracts by
the acquiree.
date fair value and any resulting gain or loss is recognised in profit or loss.
Any contingent consideration to be transferred by the acquirer will be recognised at fair value at the acquisition date.
appropriate IFRS. Contingent consideration that is classified as equity is not remeasured and subsequent settlement is
accounted for within equity.
There can also be a situation that the holder of non-controlling interest in the acquiree are granted put options that
convey to those Shareholders the right to sell their shares in that acquiree for an exercise price specified in the option
IAS 32 if the Group has an obligation to settle in cash or in another financial asset if the Non-controlling Shareholders
exercise price is recognised. This is the case even if the put option is exercisable only on the occurrence of uncertain
future events that are outside of control of both parties to the contract.
The amount that may become payable under the option on exercise is initially recognised at the present value of the
redemption amount within financial liabilities with a corresponding charge directly to equity. The charge to equity is
recognised separately as business combinations equity adjustment.
Any subsequent adjustments to the redemption liability are recorded in equity as business combination equity
combination equity adjustment is transferred into retained earnings.
acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration
assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date. If the
reassessment still results in an excess of the fair value of net assets acquired over the aggregate consideration
assets or liabilities of the acquiree are assigned to those units.
associated with the disposed operation is included in the carrying amount of the operation when determining the gain
or loss on disposal. Goodwill disposed in these circumstances is measured based on the relative values of the disposed
operation and the portion of the CGU retained.
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FINANCIAL STATEMENTS
Notes to the Financial Statements CONTINUED
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
4.2 FAIR VALUE MEASUREMENT
The Group measures financial instruments such as derivatives at fair value at each balance sheet date. Fair value
related disclosures for financial instruments and non-financial assets that are measured at fair value or where fair values
•
•
•
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. The fair value measurement is based on the presumption that
the transaction to sell the asset or transfer the liability takes place either:
• In the principal market for the asset or liability; or
•
The principal or the most advantageous market must be accessible by the Group.
The fair value of an asset or a liability is measured using the assumptions that market participants would use when
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic
benefits by using the asset in its highest and best use or by selling it to another market participant that would use the
asset in its highest and best use.
The Group uses valuation techniques that are appropriate in the circumstances and for which sufficient data
unobservable inputs.
All assets and liabilities for which fair value is measured in the financial statements are categorised within the fair value
whole:
•
•
directly or indirectly observable.
•
unobservable.
whether transfers have occurred between levels in the hierarchy by reassessing categorisation (based on the lowest
level input that is significant to the fair value measurement as a whole) at the end of each reporting period.
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FINANCIAL STATEMENTS
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
4.3 REVENUE FROM CONTRACTS WITH CUSTOMERS
Revenues are recognised when the Group has satisfied a performance obligation and the amount of revenue can be
reliably measured. The Group will recognise revenue at an amount that reflects the consideration to which the Group
expects to be entitled (after reduction for expected discounts) in exchange for transferring goods or services to a
customer.
Sale of energy
The Group operates two business models for the sale of energy to fleets of professional transport and forwarding
companies:
•
prices of petrol stations under pre-agreed terms; and
•
supplies energy to bunkering sites located at partner sites); energy inventory is in ownership of the Group until it is
purchased by the Group’s customers.
The Group is acting as a principal in all business models with significant judgement made in respect of the acceptance
model (see Note 6 under Principal versus agent consideration).
The revenue from the sale of energy is recognised when the Group satisfies a performance obligation (transfers control
consideration to which the entity expects to be entitled (after reduction for expected discounts and volume rebates) in
exchange for transferring goods or services to a customer. Sales are recognised net of value added tax.
Arranging payments of toll
The revenues from commission for arranging payments of toll is recognised over time in the period in which the
performance obligation is satisfied and the service is rendered. The amount of consideration depends on the number
of trucks entering a toll gate within a particular month. The Group is acting as an agent as the Group’s responsibility is
limited to arranging the provision of toll services.
Revenues from tax refund
The revenues from commission fee for the tax refund is recognised over time as the customer simultaneously receives
and consumes the benefits provided by the Group’s performance as the Group performs. Revenue is recognised based
needed till reimbursed tax receipt.
Provision of tax refund services without “net invoicing” (pre-financing) is performed on behalf of a customer and no
payments of toll associated with passenger transport or freight haulage. The revenue from provision of credit in the
amount of refund tax for the period of reimbursement is recognised over the average reimbursement period for each
country in which the Group operates.
Telematics
The revenues from the sale of telematics units and recurring fees for software services are recognised in the period in
effective administration of their vehicle fleet and 24/7 monitor the activity of the whole fleet.
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FINANCIAL STATEMENTS
Notes to the Financial Statements CONTINUED
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
Navigation
Navigation revenue is generated through licensing of navigation software and digital map content to B2B and B2C
customers. License of navigation software is granted as a “right to use an intellectual property” while the license of
digital map content (including traffic) is granted as a “right to access to an intellectual property”. Right to access provides
period. Right-to-use licenses are those that only provide the customer the right to use navigation software as it exists at
the moment the control passes to the customer. This does not give the customer the right to receive future updates or
upgrades other than those that can be considered as minor enhancements or bug fixing.
Revenue for “right-to-use” licenses is recognised at the moment the control passes to the customer. Revenue from
“right-to-access” licenses is recognised over the (estimated) period during which the Group is obliged to provide
Other services
Other services include services that are immaterial from Group perspective:
•
•
•
companies. Revenue is a commission from insurance companies recognised at the moment when a contract is
signed;
•
• Other services.
4.4 TAXES
Current income tax
Current income tax assets and liabilities for an accounting period are measured at the amount expected to be recovered
from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are
enacted or substantively enacted at the reporting date in the countries where the Group operates and generates
taxable income.
Current income tax relating to items recognised directly in equity is recognised in equity and not in the statement of
profit or loss. Management periodically evaluates positions taken in the tax returns with respect to situations in which
applicable tax regulations are subject to interpretation and establishes provisions where appropriate. No tax provisions
were established as at 31 December 2021 and 2020.
Deferred tax
differences between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes at
the reporting date.
• When the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction
taxable profit or loss.
•
of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will
not reverse in the foreseeable future.
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FINANCIAL STATEMENTS
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
• When the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of
neither the accounting profit nor taxable profit or loss.
•
tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised.
Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has
become probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is
the reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items
are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets
against current income tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation
authority.
treated as a reduction in goodwill (as long as it does not exceed goodwill) if it was incurred during the measurement
period or recognised in profit or loss.
4.5 FOREIGN CURRENCY TRANSACTIONS
The Group’s consolidated financial statements are presented in EUR. Each entity in the Group determines its own
currency.
Transactions in foreign currencies are initially recorded by the Group entities at their respective functional currency
rates prevailing at the date of the transaction.
Monetary assets and liabilities denominated in foreign currencies are translated at the functional currency spot rate of
exchange valid at the reporting date.
Differences arising on settlement or translation of monetary items are recognised in profit or loss as finance income
and expenses. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated
using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign
currency are translated using the exchange rates at the date when the fair value is determined. The gain or loss arising
on translation of non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on
the change in fair value of the item.
at the reporting date and their statements of profit or loss are translated at the average exchange rate for the relevant
year. The exchange differences arising on translation for consolidation are recognised in OCI. On disposal of a foreign
Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the carrying amounts of
assets and liabilities arising on the acquisition are treated as assets and liabilities of the foreign operation and translated
at the spot rate of exchange at the reporting date.
4.6 CASH DIVIDEND TO EQUITY HOLDERS OF THE COMPANY
The Company recognises a liability to make cash distributions to equity holders of the Company when the distribution is
directly in equity.
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FINANCIAL STATEMENTS
Notes to the Financial Statements CONTINUED
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
4.7 INTANGIBLE ASSETS
Intangible assets acquired separately are measured on initial recognition at cost. The cost of intangible assets acquired
the period in which the expenditure is incurred. Directly attributable costs that are capitalised as part of the software
include employee costs and an appropriate portion of relevant overheads. Capitalised development costs are recorded
as intangible assets and amortised from the point at which the asset is ready for use.
The useful life of intangible assets is assessed as either finite or indefinite.
Intangible assets with finite life are amortised over the useful economic life and assessed for impairment whenever
there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method
for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the
expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are
estimates.
Amortisation of intangible assets with finite life is recorded on a straight-line basis over their estimated useful life as
follows:
Years
Clients’ relationships
Internal software developments
Patents and rights
External software
Other intangible assets
Intangible assets in progress are not amortised.
Gains or losses arising from derecognition of an intangible asset are measured as the difference between the net
disposal proceeds and the carrying amount of the asset and are recognised in the statement of profit or loss when the
asset is derecognised.
Clients’ relationships
value at the date of acquisition and are subsequently amortised on a straight-line based on the timing of projected cash
flows of the contracts over their estimated useful life.
Internal software development
Research costs are expensed as incurred. Development expenditures on an individual project are recognised as an
intangible asset when the Group can demonstrate:
• The technical feasibility of completing the intangible asset so that the asset will be available for use or sale;
• Its intention to complete and its ability and intention to use or sell the asset;
• How the asset will generate future economic benefits;
• The availability of resources to complete the asset; and
• The ability to measure reliably the expenditure during development.
accumulated amortisation and accumulated impairment losses. Amortisation of the asset begins when development is
of software-based solutions provided to the Group’s customers and development of new telematics products and
Patents and rights, external software
acquired in a business combination are recognised at fair value at the acquisition date. They have a finite useful life and
are subsequently carried at cost less accumulated amortisation and impairment losses.
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FINANCIAL STATEMENTS
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
4.8 PROPERTY, PLANT AND EQUIPMENT
asset and includes costs directly attributable to making the asset capable of operating as intended.
satisfied. All other repair and maintenance costs are recognised in profit or loss as incurred.
Depreciation is recorded on a straight-line basis over the estimated useful life of an asset as follows:
Years
Buildings
Leasehold improvements
Machinery and equipment
Vehicles
Fixtures and fittings
Land and tangible assets in progress are not depreciated.
or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition
of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is
included in the income statement when the asset is derecognised.
4.9 LEASES
Identification of the Subject of a Lease – Lease Agreement
contains a lease. The Group reassesses whether the contract is a lease or contains a lease only when the contractual
terms are amended.
The Group assesses whether a contract transfers the right to control the use of an identifiable asset over a period of
time based on:
• The Group has the right to obtain a substantial economic benefit from the asset for the period of its use;
•
financially from the exchange;
• The Group has the right to control the use of an identifiable asset;
•
•
The Group assesses whether the contract contains a lease separately for each potential lease component.
Lease liability
are not paid at that date. Lease payments are payments by the lessee to the lessor for the right to use an underlying
asset for the duration of the lease. These payments include:
• fixed payments (lowered by any lease incentives);
• variable lease payments that are indexed or fixed to a rate;
• call option to purchase where there is sufficient certainty that the lessee will make use of the option; and
• payment of penalties for termination of the lease where the lease period corresponds to the lessee making use of
the option to terminate the lease.
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FINANCIAL STATEMENTS
Notes to the Financial Statements CONTINUED
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
recognised in profit or loss in the period in which the event or condition that triggers those payment occurs. Interest
from the lease obligation is the Group’s finance costs.
Right to use an asset
The Group measures the right to use an asset on the date the lease commences on the basis of a lease agreement.
These are based on:
• the value of the lease liability increased by the lease payment that the Group has paid before the day the lease
• the initial direct costs of the lease paid by the Group;
• the estimated value of the costs for dismantling and removing an identified asset or the reclamation of the site
where the asset was located; and
•
Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term on a
straight-line basis.
4.10 INVESTMENT IN ASSOCIATES
share of movements in other comprehensive income of the investee in other comprehensive income. Dividends received
or receivable from associates are recognised as a reduction in the carrying amount of the investment.
The carrying amount of equity-accounted investments is tested for impairment in accordance with the policy described
in Note 4.14.
4.11 BORROWING COSTS
a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of an asset. All
other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of interest and other
costs that the Group incurs in connection with the borrowing of funds.
4.12 FINANCIAL INSTRUMENTS – IFRS 9
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity.
Financial assets
Classification and measurement
Financial assets are classified based on the business model of the Group and characteristic of contractual cash flows.
at fair value through profit or loss (“FVTPL”)
The Group classifies financial assets into following categories:
• the financial asset is held within a business model whose objective is to hold financial assets in order to collect
contractual cash flows; and
• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding (referred to as SPPI test).
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FINANCIAL STATEMENTS
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
Financial assets at fair value through other comprehensive income
•
loss and recognised in finance income/(costs). Interest income from these financial assets is included in finance
income using the effective interest rate method. Foreign exchange gains and losses are presented in finance
Financial assets at fair value through profit or loss
• This category includes the financial assets held with strategy of active trading with financial assets. Contractual
cash flow collection is not the primary objective of the business model.
• Expected credit losses are not calculated and recognised. Changes in the fair value and foreign exchange rate
differences are recognised in the income statement. Changes in the fair values are included in finance costs or
finance income.
criteria for classification as AC and derivatives meeting criteria for classification as FVTPL and FVTOCI.
Trade and other receivables
Trade and other receivables are carried at original invoice amount less an allowance for impairment of these
receivables.
See next section for a description of Group’s impairment policies and Note 21 for further information on Trade and other
receivables.
Impairment of financial assets carried at amortised cost
lifetime ECLs at each reporting date. The carrying amount of the asset is reduced either directly or through use of an
allowance account. The amount of the loss is recognised in the income statement.
staging of financial assets is being used.
(“EAD”) and Loss Given Default (“LGD”):
• PD is an estimate of the likelihood of default to occur over a given time period. It is calculated from combination
•
limits.
• LGD is an estimate of the loss arising on default. It is based on the difference between the contractual cash flows
percentage of the EAD.
Impaired debts are derecognised when they are assessed as uncollectible.
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FINANCIAL STATEMENTS
Notes to the Financial Statements CONTINUED
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
Recognition and derecognition
commits to purchase or sell the asset.
primarily derecognised (i.e. removed from the Group’s consolidated statement of financial position) when:
• The rights to receive cash flows from the asset have expired; or
• The Group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the
received cash flows in full without material delay to a third party under a “pass-through” arrangement; and either
When the Group has transferred its rights to receive cash flows from an asset or has entered into a passthrough
also recognises an associated liability. The transferred asset and the associated liability are measured on a basis that
reflects the rights and obligations that the Group has retained.
Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the
original carrying amount of the asset and the maximum amount of consideration that the Group could be required
to repay.
Financial liabilities
Financial liabilities are classified into two main categories (a) at amortised cost and (b) at fair value through profit
or loss.
directly attributable transaction costs.
derivative financial instruments.
Loans and borrowings
the effective interest rate (“EIR”) method. Gains and losses are recognised in profit or loss when the liabilities are
Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are
an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss.
Trade and other payables
Derecognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an
original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in
the statement of profit or loss.
Derivative financial instruments and hedge accounting
its foreign currency risks and interest rate risks. Such derivative financial instruments are initially recognised at fair value
on the date on which a derivative contract is entered into and are subsequently remeasured at fair value. Derivatives
are carried as financial assets when the fair value is positive and as financial liabilities when the fair value is negative.
hedged item affects profit or loss.
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FINANCIAL STATEMENTS
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
Derivatives embedded in financial liabilities are separated from the host contract and accounted for separately if
combined instrument is not measured at fair value through profit or loss.
The embedded derivatives are separately valued upon inception and at each balance sheet date using an appropriate
For the purpose of hedge accounting, hedges, still in accordance with IAS39, are classified as:
• Cash flow hedges when hedging the exposure to variability in cash flows that is either attributable to a particular
risk associated with a recognised asset or liability or a highly probable forecast transaction or the foreign currency
risk in an unrecognised firm commitment; and
• Hedges of a net investment in a foreign operation.
it wishes to apply hedge accounting and the risk management objective and strategy for undertaking the hedge. The
risk being hedged and how the Group will assess the effectiveness of changes in the hedging instrument’s fair value in
offsetting the exposure to changes in the hedged item’s fair value or cash flows attributable to the hedged risk. Such
hedges are expected to be highly effective in achieving offsetting changes in fair value or cash flows and are assessed
on an ongoing basis to determine that they actually have been highly effective throughout the financial reporting
periods for which they were designated.
Hedges that meet the strict criteria for hedge accounting are accounted for as cash flow hedges or net investment
hedges.
Cash flow hedges
while any ineffective portion is recognised immediately in the statement of profit or loss.
The Group uses forward currency contracts as hedges of its exposure to foreign currency risk in forecast transactions
and firm commitments. The ineffective portion relating to foreign currency contracts is recognised in finance costs.
Ineffectiveness of forward currency contracts may arise if the timing of the forecast transaction changes from what was
Hedge ineffectiveness for interest rate swaps may occur due to the credit value/debit value adjustment on the interest
rate swaps which is not matched by the loan or due to differences in critical terms between the interest rate swaps
and loans.
when the hedged financial income or financial expense is recognised or when a forecast sale occurs.
transferred to the initial carrying amount of the non-financial asset or liability.
transaction occurs or the foreign currency firm commitment is met.
Net investment hedges
Hedges of net investments in foreign operations are accounted for similarly to cash flow hedges. Any gain or loss on the
hedging instrument relating to the effective portion of the hedge is recognised in OCI in the foreign currency translation
reserve. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss within finance
income/(costs). Gains and losses accumulated in equity are reclassified to profit or loss when the foreign operation is
partially disposed of or sold.
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176
FINANCIAL STATEMENTS
Notes to the Financial Statements CONTINUED
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
4.13 INVENTORIES
Inventories are valued at the lower of cost and net realisable value.
measurement of inventory additions is used as the initial price in the measurement of inventory disposals). Costs of
and the estimated costs necessary to make the sale.
4.14 IMPAIRMENT OF NON-FINANCIAL ASSETS
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any
recoverable amount. An asset’s recoverable amount is the higher of an assets or CGU’s fair value less costs of disposal
cash inflows that are largely independent of those from other assets or groups of assets. When the carrying amount
recoverable amount.
discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In
calculations generally cover a period of five years. A long-term growth rate is estimated and applied to project future
cash flows after the fifth year.
Impairment losses of continuing operations are recognised in the statement of profit or loss.
the Group estimates the assets or CGU’s recoverable amount. A previously recognised impairment loss is reversed
only if there has been a change in the assumptions used to determine the assets recoverable amount since the last
impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its
impairment loss been recognised for the asset in prior years. Such reversal is recognised in the income statement.
impaired. Impairment is determined for goodwill by assessing the recoverable amount of each CGU (or group of CGUs)
loss is recognised. Impairment losses relating to goodwill cannot be reversed in future periods.
4.15 CASH AND CASH EQUIVALENTS
Cash and short-term deposits in the statement of financial position comprise cash in hand and cash at banks.
cash management.
4.16 SHARE-BASED PAYMENTS
Employees of the Group receive remuneration in the form of share-based payment transactions whereby employees
render service as consideration for equity instruments or cash. Information relating to these transactions is set out in
Note 13.
Equity-settled transactions
corresponding adjustment to equity.
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177
FINANCIAL STATEMENTS
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
Cash-settled transactions
Liabilities for cash-settled share-based payments are recognised as employee expense over the relevant service
period. The liabilities are remeasured to fair value at each reporting date and are presented as employee-related
liabilities in the balance sheet.
4.17 ADJUSTING ITEMS
Adjusting items are items of income and expense which the Group believes should be separately presented and
disclosed to provide additional information to investors and to enhance their understanding of the underlying business
performance of the Group. The items were determined based on the rules disclosed under Significant judgements.
Adjusting items are separately disclosed on the face of the Consolidated Statement of Comprehensive Income and in
4.18 PROVISIONS
it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a
reliable estimate can be made of the amount of the obligation. The expense relating to a provision is presented in the
statement of profit or loss.
passage of time is recognised as a finance cost.
REVISED STANDARDS
5.1 APPLICATION OF NEW IFRS – STANDARDS AND INTERPRETATIONS EFFECTIVE IN THE REPORTING PERIOD
The Group has applied the following standards and amendments for the first time for their annual reporting period
•
•
•
These Amendments did not have a significant impact on the Group’s consolidated financial statements. The Group has
borrowings and derivatives for hedging purposes linked to interest rate benchmarks. The Group expects to transition to
market standard reference rates or an equivalent mechanism when legacy benchmarks are discontinued and expects to
recognise interest expense at a level similar to the current benchmarks.
5.2 NEW IFRSs AND IFRICs PUBLISHED BY THE IASB THAT ARE NOT YET EFFECTIVE
The Group is currently assessing the potential impacts of the new and revised standards and interpretations that are
expected to be effective from 1 January 2022 or later.
•
•
and IAS 28
•
•
•
•
•
•
•
•
These new standards and amendments are not expected to have any significant impacts on the Group’s consolidated
financial statements.
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178
FINANCIAL STATEMENTS
Notes to the Financial Statements CONTINUED
6.1 SIGNIFICANT JUDGEMENTS
the most significant effect on the amounts recognised in the consolidated financial statements:
Principal versus agent consideration
The Group has considered whether it acts as a principal or an agent in the acceptance business model (see explanation
administration of the energy sales transaction. The Group sells energy to its customers under one contract covering
sales transactions realised under the two business models used by the Group and described in Note 4.3. In the case of
delivery of energy and related services to its customers. Management also considered the following additional control
indicators:
1. The Group has discretion in establishing the price for the specified energy independent from the prices of petrol
stations under the acceptance model.
2. The Group has the right to choose its suppliers.
3. The Group is responsible for damages caused by the product quality.
Put options granted to non-controlling interests
subsidiaries. The put option redemption liability will be settled with a transfer of the non-controlling interest’s shares for
risks and rewards associated with ownership until the options are exercised and a non-controlling interest is recognised
in equity until then.
Adjusting items
that must initially meet at least one of the following criteria:
•
•
transformation programme as these are not part of the Group’s underlying trading activity.
•
as to whether the item should be classified as an adjusting item to IFRS performance measures. Refer to Note 11 for list
of these items including definitions and exclusion justifications.
6.2 SIGNIFICANT ESTIMATES
The preparation of consolidated financial statements requires the use of estimates and assumptions that affect the
contingent liabilities at the date of the financial statements. Uncertainty about these assumptions and estimates could
result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future
periods.
have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next
available when the consolidated financial statements were prepared. Existing circumstances and assumptions about
of the Group. Such changes are reflected in the assumptions when they occur.
Put options granted to non-controlling interests
The put option redemption liability measurement requires significant estimates and assumptions at each reporting
corresponding charge directly to equity. The charge to equity is recognised separately as business combinations equity
adjustment.
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179
FINANCIAL STATEMENTS
7. GROUP INFORMATION
The Group is organised in two operating segments:
•
•
The consolidated financial statements of the Group include:
Name
Principal
activities
incorporation Registered address
2021 2020
W.A.G payment solutions plc Holding
company
United
Kingdom
London W1S 4HA
W.A.G. payment solutions UK
LIMITED
Payment
solutions
United
Kingdom
United Kingdom
100%
W.A.G. payment solutions AT
GmbH
Payment
solutions
Austria
100%
W.A.G. AT GmbH Payment
solutions
Austria
100%
W.A.G. payment solutions BE
BVBA
Payment
solutions
Belgium Marcel Broodthaersplein
Belgium
100%
W.A.G. payment solutions BG
EOOD
Payment
solutions
Bulgaria 18 Todor Aleksandrov blvd.
100%
W.A.G. payment solutions HR
d.o.o.
Payment
solutions
Croatia
100%
Payment
and mobility
solutions
Czech
Republic
100%
Payment
solutions
Czech
Republic
100%
s.r.o.
Payment
solutions
Czech
Republic
100%
Mobility
solutions
Czech
Republic
100%
HI Software Development s.r.o.
(in liquidation)
Mobility
solutions
Czech
Republic
100%
Princip a.s. Mobility
solutions
Czech
Republic
100%
W.A.G. payment solutions DK
ApS
Payment
solutions
Denmark
Denmark
100%
W.A.G. payment solutions EE OÜ Payment
solutions
Estonia
Estonia
100%
W.A.G. payment solutions FI Oy Payment
solutions
Finland
100%
W.A.G. payment solutions FR
SARL
Payment
solutions
France
Montpellier. France
100%
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
180
FINANCIAL STATEMENTS
Notes to the Financial Statements CONTINUED
Name
Principal
activities
incorporation Registered address
2021 2020
W.A.G. payment solutions DE
GmbH
Payment
solutions
Germany
100%
W.A.G. payment solutions EL SP
LTD
Payment
solutions
Greece
Greece
100%
Kft.
Payment
solutions
Hungary
100%
Payment
solutions
Hungary
100%
W.A.G. payment solutions IE
LIMITED
Payment
solutions
Ireland
Ireland
100%
R.L
Payment
solutions
Italy
100%
W.A.G. payment solutions IT
S.R.L. UNIPERSONALE
Payment
solutions
Italy
100%
SIA W.A.G. payment solutions LV Payment
solutions
Latvia
100%
UAB
Payment
solutions
Lithuania
100%
W.A.G. payment solutions LU
S.à r.l.
Payment
solutions
Luxembourg
Luxembourg
100%
W.A.G. payment solutions NL B.V. Payment
solutions
The
Netherlands
Amsterdam. The Netherlands
100%
W.A.G. payment solutions NO AS Payment
solutions
Norway
100%
zoo
Payment
solutions
Poland
Poland
100%
Liserteco LDA Mobility
solutions
Portugal
Portugal
100%
W.A.G. payment solutions PT
Payment
solutions
Portugal
100%
s.r.l.
Payment
solutions
Romania Strada Intrarea Nestorei nr.
Romania
100%
Eurowag d.o.o. Beograd-Stari
Grad
Payment
solutions
Serbia
100%
Mobility
solutions
Slovakia
100%
Payment
solutions
Slovakia
100%
s.r.o.
Payment
solutions
Slovakia
100%
Payment
solutions
Slovenia
100%
7. GROUP INFORMATION CONTINUED
Annual Report and Accounts EUROWAG
181
FINANCIAL STATEMENTS
Name
Principal
activities
incorporation Registered address
2021 2020
W.A.G. payment solutions Spain
SLU.
Payment
solutions
Spain
Spain
100%
W.A.G. mobility solutions Iberia
SL
Payment
solutions
Spain
Spain
100%
Payment
solutions
Spain
Spain
100%
Payment
solutions
Spain
Araia Asparrena 01 Araba/
100%
Mobility
solutions
Spain
Araia Asparrena 01 Araba/
100%
Mobility
solutions
Spain
Araia Asparrena 01 Araba/
100%
Tax Refund Consulting SL Mobility
solutions
Spain
100%
Mobility
solutions
Spain
100%
W.A.G. payment solutions CH AG Payment
solutions
Switzerland
Switzerland
100%
W.A.G. payment solutions
Sweden AB
Payment
solutions
Sweden
100%
WAG Payment Solutions Turkey
Ödeme Sistemleri Ticaret Limited
Payment
solutions
Turkey FSM Mah. Poligon Cad. No:
100%
Mobility
solutions
Slovakia
Tripomatic s.r.o. Mobility
solutions
Czech
Republic
Sygic Czech Republic s.r.o. Mobility
solutions
Czech
Republic
Sygic Ltd. (in liquidation) Mobility
solutions
United
Kingdom
7. GROUP INFORMATION CONTINUED
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
182
Notes to the Financial Statements CONTINUED
FINANCIAL STATEMENTS
Name
Principal
activities
incorporation Registered address
2021 2020
KomTeS Chrudim s.r.o. Mobility
solutions
Czech
Republic
Republic
51%
Mobility
solutions
Czech
Republic
Republic
51%
KomTeS SK s.r.o. Mobility
solutions
Slovakia
Slovakia
51%
Threeforce BV Mobility
solutions
The
Netherlands
UAB “Tankita” Payment
solutions
Lithuania
Lithuania
20%
•
•
•
•
7. GROUP INFORMATION CONTINUED
Annual Report and Accounts EUROWAG
183
FINANCIAL STATEMENTS
Acquisition of 51% share in KomTeS
and KomTeS customers in both the Czech Republic and Slovakia.
to exercise the call option at any time after 1 January 2022 and the minority Shareholders are entitled to exercise the
put option at any time after 18 December 2023 (if the call option has not been exercised).
The fair values of identifiable assets and liabilities of KomTeS as at the date of acquisition were:
Fair value recognised
Assets
Identifiable intangible assets
Trade receivables 772
Cash and cash equivalents
Inventories
Accruals 10
Trade payables
Deferred tax
Accruals
4,614
Non-controlling interest measured at fair value
–
contractual cash flows not expected to be collected.
Associate investment in Last Mile Solutions
companies will combine efforts to provide industry-leading eMobility services to their customers throughout Europe.
The put option is measured as a derivative instrument.
Associate investment in Drivitty
strategic partnership the Group aims to accelerate its path towards providing fully seamless mobile payments for its
customers.
not provide control over the entity.
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
184
Notes to the Financial Statements CONTINUED
FINANCIAL STATEMENTS
CONTINUED
Acquisition of 25% non-controlling interest in ADS Group
services provider in Spain and Portugal. The transaction is a key part of the Group’s long-term strategy to strengthen its
presence in the Iberian Peninsula and Western Europe.
Pay-out of deferred acquisition consideration
There were no acquisitions in 2020.
Net outflows of cash to acquire subsidiaries were as follows:
31 December
2021
31 December
2020
Cash consideration paid
Cash acquired
Net outflow of cash – investing activities 1,166
Cost of acquisition of subsidiaries recognised in other operating expense:
EUR ‘000
For the year ended
31 December
2021 2020
Acquisition costs 376
The following table provides the fair value measurement hierarchy of the Group’s assets and liabilities.
EUR ‘000 Date of valuation
Fair value measurement using
Quoted
prices
in active
markets
Significant
observable
inputs
Significant
unobservable
inputs
Assets measured at fair value
Derivative financial assets
Foreign currency forwards 31 December 2021
Foreign currency swaps 31 December 2021 252 252
Derivative financial liabilities
Foreign currency forwards 31 December 2021 356 356
Put options 31 December 2021 130 130
Interest rate swaps 31 December 2021 527 527
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185
FINANCIAL STATEMENTS
CONTINUED
Date of valuation
Fair value measurement using
Quoted
prices
in active
markets
Significant
observable
inputs
Significant
unobservable
Assets measured at fair value
Derivative financial assets
Foreign currency forwards 31 December 2020
Foreign currency swaps 31 December 2020
Derivative financial liabilities
Foreign currency forwards 31 December 2020
Interest rate swaps 31 December 2020
other payables approximates their carrying amounts largely due to the short-term maturities of these instruments.
Interest-bearing loans and borrowings are at floating rates with margin corresponding to market margins.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be
10. SEGMENTAL ANALYSIS
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating
Decision Maker (“CODM”). The Group considers the Executive Committee to be the CODM effective from July 2021.
The Board of Directors was considered as CODM prior to that date. The CODM reviews net energy and services sales
and contribution to evaluate segment performance and allocate resources to the overall business.
The CODM does not review assets and liabilities at segment level.
Payment
solutions
solutions
Segment revenue 1,606,051 40,051 1,646,102
Net energy and services sales 40,051 153,132
Contribution
Contribution margin
Corporate overhead and indirect costs before adjusting items
Adjusting items affecting Adjusted EBITDA
Depreciation and amortisation
Net finance cost and share of net loss of associates
Profit before tax
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186
Notes to the Financial Statements CONTINUED
FINANCIAL STATEMENTS
10. SEGMENTAL ANALYSIS CONTINUED
Year ended 31 December 2020
EUR ’000
Payment
solutions
Mobility
solutions Total
Segment revenue
Net energy and services sales
Contribution
Contribution margin
Corporate overhead and indirect costs before adjusting items
Adjusting items affecting Adjusted EBITDA
Depreciation and amortisation
Net finance cost and share of net loss of associates
Profit before tax
Geographical split – segment revenue from contracts with customers
geographical location of the actual transaction.
For the year ended
31 December
2021 2020
Poland (“PL”)
Portugal (“PT”)
Romania (“RO”)
Not specified
1,646,102
Geographical split – net energy and services sales
EUR ‘000
For the year ended
31 December
2021 2020
Czech Republic
Poland
20,566
Portugal
Romania
Not specified 6,363
153,132
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187
FINANCIAL STATEMENTS
10. SEGMENTAL ANALYSIS CONTINUED
investments in associates and other non-current assets.
For the year ended 31
December
2021 2020
Czech Republic
Spain
Slovakia
United Kingdom 541
Other
Timing of revenue recognition was as follows:
For the year ended 31
December
2021 2020
Payment solutions
Goods and services transferred at a point in time
Services transferred over time 20,350
1,606,051
Goods and services transferred at a point in time
Services transferred over time
40,051
1,646,102
11. ALTERNATIVE PERFORMANCE MEASURES
effective tax rate.
The Group uses Alternative Performance Measures (“APMs”) to provide additional information to investors and to
Net energy and services sales
of its financial performance on the basis that it adjusts for the volatility in underlying energy prices. The Group has
discretion in establishing final energy price independent from the prices of its suppliers as explained in Note 6 under
Principal versus agent considerations.
Organic net energy and service sales growth excludes the net sales of the Group’s acquisitions in the current period. In
were external sales to them in prior period. Remaining net sales of KomTeS are excluded in the calculation.
Contribution
Contribution is defined as net energy and services sales less operating costs that can be directly attributed to or controlled
by the segments. Contribution does not include indirect costs and allocations of shared costs that are managed at a group
level and hence shown separately under Indirect costs and corporate overhead. Contribution is before adjusting items.
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188
Notes to the Financial Statements CONTINUED
FINANCIAL STATEMENTS
11. ALTERNATIVE PERFORMANCE MEASURES CONTINUED
The CODM reviews net energy and services sales and contribution to evaluate segment performance and allocate
proportion of that segment’s Net energy and services sales.
EBITDA
evaluate the profitability of companies. EBITDA eliminates potential differences in performance caused by variations in
extent to which intangible assets are identifiable (affecting relative amortisation expense).
Adjusted EBITDA
Adjusted EBITDA is defined as EBITDA before adjusting items:
Adjusting item Definition
M&A-related expenses Fees and other costs
relating to the Group’s
acquisitions activity
M&A-related expenses differ every year based on acquisition
activity of the Group. Exclusion of these costs allow better result
comparability.
related expenses
Non-recurring advisory
and other expenses
relating to the Admission
impact on 2021 profitability. IPO had very limited impact on
expenses in 2020 and will not have any impact on expenses
in 2022.
Strategic
transformation
expenses
Costs relating to
broadening the skill bases
of the Group’s employees
(including in respect of
executive search and
well as costs related to
transformation of key IT
systems
Broadening the skill base
IPO and IT strategic transformation requires different skill base
of the Group’s employees. Expenses related to these strategic
events were excluded as otherwise they would not be incurred. The
expenses are expected to end in 2022.
Transformation of key IT systems
Transformational expenditure represents investments intended
This also includes systems and processes improvements to
improve services provided to customers. Transformational
2023 and due to the fact that annual investments compared to
Group’s Net sales are significantly higher than regular investments
of a technology company.
Share-based
compensation
Equity-settled and cash-
settled compensation
provided to the Group’s
management before IPO
Share options and cash-settled compensation have been provided
to management and certain employees in connection with the
IPO. Total share-based payment charge to be excluded in period
is a one-off and EUR 20.6 million is amortised over three years.
Although these costs will be amortised over the next three years
to a one-off event. Anticipated expense adjustment amounts to
in 2024.
annual remuneration package.
Management believes that Adjusted EBITDA is a useful measure for investors because it is a measure closely tracked by
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189
FINANCIAL STATEMENTS
11. ALTERNATIVE PERFORMANCE MEASURES CONTINUED
Adjusted EBITDA reconciliation
For the year ended 31
December
2021 2020
15,303
2,435
Depreciation and amortisation
Net finance cost and share of net loss of associates
Profit before tax
376
Non-recurring IPO-related expenses 330
Strategic transformation expenses
Adjusting items
Adjusted earnings (net profit)
Adjusted earnings are defined as profit after tax before adjusting items:
Adjusting item Definition
Amortisation of
acquired intangibles
Amortisation of assets recognised
at the time of an acquisition
(primarily ADS and Sygic)
The Group acquired a number of companies in the past
and plans further acquisitions in the future. The item is
prone to volatility from period to period depending on the
level of M&A.
Amortisation due
to transformational
useful life changes
Accelerated amortisation of
assets being replaced by strategic
transformation of the Group
Strategic IT transformation programme of the Group
is replacing selected softwares before their originally
estimated useful life. This may also include early fixed
asset write-offs. Amortisation of such assets has been
accelerated and abnormally high difference between
original and accelerated depreciation was excluded to
allow period on period result comparability.
Total expected amortisation charge to be excluded in
which EUR 2.1 million is expected to be excluded in 2022.
The amount represents assets replaced by strategic IT
may be taken as the Group continues with its strategic IT
assets being replaced and either accelerated or written-
off. The Group expects this adjustment to be relevant
until 2024.
Adjusting
items affecting
Adjusted EBITDA
Items recognised in the preceding
Adjusted EBITDA
Justifications for each item are listed in the
preceding table.
Tax effect Decrease in tax expense as a result
of above adjustments
Tax effect of above adjustments is excluded to adjust the
impact on after tax profit.
The Group believes this measure is relevant to an understanding of its financial performance absent the impact of
abnormally high levels of amortisation resulting from acquisitions and from technology transformation programmes.
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190
Notes to the Financial Statements CONTINUED
FINANCIAL STATEMENTS
11. ALTERNATIVE PERFORMANCE MEASURES CONTINUED
Adjusted earnings reconciliation
EUR ‘000
For the year ended 31
December
2021 2020
Profit for the year
Amortisation of acquired intangibles
Amortisation due to transformational useful life changes 261
Adjusting items affecting Adjusted EBITDA
Tax effect
Adjusted earnings (net profit)
Adjusted earnings per share
Adjusted earnings per share is calculated by dividing the adjusted net profit for the period attributable to equity holders
by the weighted average number of ordinary shares outstanding during the period. See Note 25 for further information.
Adjusted effective tax rate
Adjusted effective tax rate is calculated by dividing the adjusted tax expense by the adjusted profit before tax.
The adjustments represent adjusting items affecting adjusted earnings. See Note 15 for further information.
Net debt/cash
Net debt/cash is calculated as cash and cash equivalents less interest-bearing loans and borrowings.
Transformational capital expenditure
processes improvements to improve services provided to customers.
12. EMPLOYEE EXPENSES
Employee expenses for the respective periods consist of the following:
For the year ended 31 December
2021 2020
personnel
Key
management*
Total
personnel
Key
management*
Wages and salaries
Social security and health insurance 302
Social cost – 1
Other personnel cost (unused vacation) 126 – 601 143
Own work capitalised –
55,665
1 July 2021 includes the Board and Executive Committee of W.A.G payment solutions plc.
Information regarding the highest paid director is included in the Directors Remuneration Report on pages 120 to 140.
Annual Report and Accounts EUROWAG
191
FINANCIAL STATEMENTS
12. EMPLOYEE EXPENSES CONTINUED
The monthly average number of employees by category during the period was as follows:
For the year ended 31
December
2021 2020
Sales and marketing 224 176
General and administrative 174
Product and operative* 606 542
1,016
* Product and operative category represents employees directly and indirectly related to product business units.
The Company currently operates the following share option plans:
Equity-settled share option plans
Pre-IPO option plans
must remain in service for a period of three years from the date of grant. Share options outstanding on Admission were
converted into the performance share plan based on the same vesting value and vesting conditions following approval
from the Remuneration Committee.
Pre-IPO bonus issue
The Ordinary Shares are subject to a holding period of one year.
Performance share plan (post-IPO)
plan (“PSP”) on Admission. The operation of the plan is supervised by the Remuneration Committee. Any employee
(including an Executive Director) of the Group is eligible to participate in the PSP at the discretion of the Remuneration
Committee. The PSP awards granted as nominal cost options in 2021 after Admission are subject to sliding scale
period is three years and employees must remain in service during this period.
No new share options were granted in 2020.
For the year ended
31 December 2021
For the year ended
31 December 2020
Average
exercise
price per
share option
Number
of share
options
Average
exercise
price per
share option
Number
of share
options
Opening 1.76
Granted during the period before Admission
Exercised during the period before Admission
Forfeited during the period before Admission 1.10 1.42
Outstanding on Admission –
0.01
Granted during period after Admission 0.01
0.01 1.83
Vested and exercisable at the end of the period – –
issued. No change was made to total fair value of equity instruments granted.
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
192
Notes to the Financial Statements CONTINUED
FINANCIAL STATEMENTS
CONTINUED
Share options outstanding at the end of the period have the following expiry dates and exercise prices:
31 December 2021 31 December 2020
Numbers
of shares
outstanding
Weighted
average
remaining
life (years)
Numbers
of shares
outstanding
Weighted
average
remaining
life (years)
2.17 – – 0.08
2.21 – – 0.67
1.10 – – 1.67
0.01 2.32
–
interest rate for the term of the option.
The model inputs for options granted in 2021 included:
31 December 2021
After Admission
Share price at grant date 1.5 GBP
Exercise price 0.01 defined by option contracts
Expected price volatility of Company’s shares
Risk-free interest rate
Cash-settled share option plans (pre-IPO)
once the management has completed six months of service. Management must remain in service for a period of three
years from the date of grant. The fair value of share options granted is estimated at each reporting date on the basis
of estimated and realised EBITDA growth during service period. The liability is settled after satisfaction of the service
condition.
term shareholder returns. Shadow shares are granted under the plan for no consideration and carry no voting rights.
Participants in the plan are entitled to equivalent dividend in case dividends are approved by Shareholders of the
Company. The fair value of shadow share options granted is estimated at the date of grant on the basis of estimated
EBITDA growth in the next three years and remeasured at each reporting date.
31 December
2021
31 December
2020
Cash-settled plans liability 2,342
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193
FINANCIAL STATEMENTS
CONTINUED
Expenses arising from share-based payment transactions
For the year ended
31 December
2021 2020
Equity-settled plans (pre-IPO option plans)
Equity-settled plans (pre-IPO bonus issue) 1,125
1,255
535
14. FINANCE COSTS
Finance costs for the respective periods were as follows:
For the year ended
31 December
2021 2020
Bank guarantees fee 616 518
Interest expense
Factoring fee 366
Loss from the revaluation of derivatives – 878
Foreign exchange loss
Other 61 220
Net loss from the revaluation of derivatives relates to contracts that did not qualify for hedge accounting.
which is presented under finance income.
15. INCOME TAX
Structure of the income tax for the respective periods is as follows:
For the year ended
31 December
2021 2020
Current income tax charge
Adjustments in respect of current income tax of prior years 112 873
Deferred tax
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194
Notes to the Financial Statements CONTINUED
FINANCIAL STATEMENTS
15. INCOME TAX CONTINUED
Reconciliation of tax expense and the accounting profit multiplied by the Company domestic tax rate for the below
periods:
For the year ended
31 December
2021 2020
Accounting profit before tax
Adjustments in respect of current income tax of prior years 112 873
Effect of certain income subject to a special tax rate –
Effect of different tax rates in other countries of the Group 127
Change in unrecognised deferred tax assets –
Share-based payments 131
Net investment hedge
Tax credits –
Effect of accumulated tax loss claimed in the current period
Effect of non-taxable income –
Effect of unrecognised deferred tax assets relating to tax losses of current period 145 130
At the effective income tax rate of
Income tax expense reported in the statement of profit or loss
Adjusted effective tax rate is as follows:
For the year ended
31 December
2021 2020
Accounting profit before tax
Adjusting items affecting adjusted EBITDA
Amortisation of acquired intangibles
Amortisation due to transformational useful life changes 261
Accounting tax expense
Tax effect of above adjustments
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FINANCIAL STATEMENTS
15. INCOME TAX CONTINUED
31 December
2021
31 December
2020
Unrecognised tax losses expiring by the end of:
31 December 2021 – 113
31 December 2022 210
31 December 2023 283
31 December 2024 and after 852
No expiry date
2,244
Potential tax benefit 426 320
The unused tax losses were incurred by dormant subsidiaries that are not likely to generate taxable income in the
foreseeable future.
Deferred tax balances and movements:
1 January
2021
combinations
credited to
profit or loss
differences
31 December
2021
Difference between net book value of
fixed assets for accounting and tax
purposes –
Allowances to receivables – –
Provisions for liabilities and charges – – 1,454
Tax losses – – 6
Tax benefit from pre-acquisition
reserves – – – 6,423
Other – – 6
Net deferred tax asset/(liability) – 122
Recognised deferred tax asset – 463 – 122
Recognised deferred tax liability – –
1 January
2020
Business
combinations
credited to
profit or loss
equity
Translation
differences
31 December
2020
Difference between net book value of
fixed assets for accounting and tax
purposes 464 4
Allowances to receivables
Provisions for liabilities and charges
Accruals tax deductible in different
period 331 5 14
Tax losses 155 2 157
Tax benefit from pre-acquisition
reserves
Other 46
Net deferred tax asset/(liability) 46
Recognised deferred tax asset 46
Recognised deferred tax liability
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Notes to the Financial Statements CONTINUED
FINANCIAL STATEMENTS
15. INCOME TAX CONTINUED
The Group offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets
and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the
same tax authority.
Group is able to control the timing of distributions from this subsidiary and is not expected to distribute these profits in
the foreseeable future.
16. INTANGIBLE ASSETS
Cost of intangible assets subject to amortisation:
Goodwill
relationships
Internal
software
development
Patents
and rights
External
software
Other
intangible
assets
Internal
assets in
progress
External
assets in
progress Total
1 January 2020 104,654 5,460 155
Additions 510 2 52 365
Transfer
Disposals
Translation
differences
31 December
2020 5,460 20,612 31
Additions 113
Acquisition of a
subsidiary 77
Transfer
Disposals
Translation
differences 5 747 36
31 December
2021 5,465 24,245 31
Accumulated amortisation and impairment of intangible assets subject to amortisation:
Goodwill
relationships
Internal
software
development
Patents
and rights
External
software
Other
intangible
assets
Assets in
progress Total
1 January 2020 – –
Amortisation
Transfer 14
Disposals 6 6
Translation
differences 74 258 3 63 3 401
31 December 2020 – –
Amortisation
Acquisition of a
subsidiary
Disposals 155 155
Translation
differences
31 December 2021 – –
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FINANCIAL STATEMENTS
16. INTANGIBLE ASSETS CONTINUED
Net book value:
relationships
Internal
software
development
Patents
and rights
software
Other
intangible
assets
Assets in
progress
Net book value at
31 December 2020 7
Net book value at
31 December 2021 11,525 5
Internal assets in progress consist of assets where the development phase has not yet been completed.
the intangible asset.
For the year ended
31 December
2021 2020
Expensed research and development costs 5,024
Impairment testing
which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal
on a DCF model. The cash flows are derived from the budget for the next five years and do not include restructuring
activities that the Group is not yet committed to or significant future investments that will enhance the asset’s
performance of the CGU being tested. Climate change impact on recoverable amounts and useful life of non-financial
assets is not considered to be significant in the next five years. The recoverable amount is sensitive to the discount
purposes. These estimates are most relevant to goodwill. The key assumptions used to determine the recoverable
amount for the different CGUs are disclosed and further explained below.
Goodwill acquired through business combinations is allocated to the respective CGUs for impairment testing.
Carrying amount of the goodwill allocated to each of the CGUs:
31 December
2021
31 December
2020
Energy
Navigation
Telematics
Tax refund
Toll 2,061
The recoverable amount of CGUs has been determined based on a value-in-use calculation using cash flow projections
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198
Notes to the Financial Statements CONTINUED
FINANCIAL STATEMENTS
16. INTANGIBLE ASSETS CONTINUED
Key assumptions used for impairment testing
Discounted cash flow model is based on the following key assumptions:
• Discount rate
• Net energy and services sales for Energy CGU; revenues for Navigation and Telematics CGUs
• Revenue growth
Net energy and services sales and revenue growth were determined by management separately for each CGU. They
estimated macroeconomic developments in individual regions and the Group’s plans regarding new products
growth represent the best possible assumption of the Group’s management considering the future development as at
the end of the period.
Discount rate reflects specific risks relating to the industry in which the Group operates. Used discount rate is based on
the weighted average cost of capital (“WACC”) of the Group as presumed by Capital Asset Pricing Model.
The table below shows key assumptions used in the value-in-use calculations for material CGUs:
31 December
2021
31 December
2020
Pre-tax discount rate 10.0%
Long-term growth rate
Pre-tax discount rate 12.0%
Long-term growth rate 2.0%
Pre-tax discount rate 11.0%
Long-term growth rate 2.0%
Tax refund and Toll CGUs were not significant.
The Group has considered the potential impact of climate change in impairment tests. Additional sensitivities of
discounted cash-flows were modelled to determine break-even increase in operating and capital expenses and a
combination of revenue decrease and expense increase. Reasonably possible change in operating and capital expenses
does not lead to any impairment.
Energy
thousand.
equal to its carrying amount.
recoverable amount to be equal to its carrying amount.
Reasonably possible change in operating and capital expenses does not lead to any impairment.
Reasonably possible change in revenue decrease and expenses increase does not lead to any impairment.
Annual Report and Accounts EUROWAG
199
FINANCIAL STATEMENTS
16. INTANGIBLE ASSETS CONTINUED
Navigation
thousand.
equal to its carrying amount.
to its carrying amount.
Reasonably possible change in operating and capital expenses does not lead to any impairment.
Reasonably possible change in revenue decrease and expenses increase does not lead to any impairment.
Telematics
thousand.
equal to its carrying amount.
to its carrying amount.
Reasonably possible change in operating and capital expenses does not lead to any impairment.
Reasonably possible change in revenue decrease and expenses increase does not lead to any impairment.
improvements
and
Vehicles,
Furniture
and fixtures
in progress
1 January 2020
Additions
Transfer 457 483
Disposals
Translation differences
31 December 2020 3,601 1,555 54,404
Additions 432 213 5
Acquisition of a subsidiary 557 557
Disposals
Translation differences 631 173 705 23
31 December 2021 4,165
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
200
Notes to the Financial Statements CONTINUED
FINANCIAL STATEMENTS
CONTINUED
improvements
and
Vehicles,
Furniture
and fixtures
in progress
1 January 2020 –
Depreciation charge
Disposals 433 350 783
Translation differences 117 27 267 504
31 December 2020 –
Depreciation charge
Acquisition of a subsidiary
Disposals 10 113
Translation differences
31 December 2021 –
improvements
and
Vehicles,
Furniture
and fixtures
in progress
Net book value
at 31 December 2020
Net book value
at 31 December 2021 2,060
31 December
2021
31 December
2020
34,544
and Group reorganisation.
comprise a larger number of various diversified lease contracts in different locations.
Right-of-use assets
31 December
2021
31 December
2020
Buildings
Lands 513
Vehicles and machinery 621
Additions to the right-of-use assets
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201
FINANCIAL STATEMENTS
CONTINUED
Depreciation charge of right-of-use assets
For the year ended
31 December
2021 2020
Buildings
Lands
Vehicles and machinery
Lease liabilities
31 December
2021
31 December
2020
Long-term lease liabilities
Short-term lease liabilities 2,601
31 December
2021
31 December
2020
Within one year 2,601
After one year but not more than five years
More than five years
Leases in the Income statement
Leases are shown as follows in the income statement:
For the year ended
31 December
2021 2020
Other operating expense
Short-term lease expenses
Low-value lease expenses 53 27
Other lease expenses (additional costs) 34
Depreciation and impairment losses
Depreciation of right-of-use assets 2,435
Net finance costs
Interest expense on lease liabilities
Currency translation (gains)/losses on lease liabilities 5
Name Measurement method Registered office
Effective economic interest
2021 2020
Equity method The Netherlands
Equity method Lithuania 20%
Both associates are private entities; no quoted prices are available. Drivitty is immaterial to the Group.
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202
Notes to the Financial Statements CONTINUED
FINANCIAL STATEMENTS
CONTINUED
Share of net assets was as follows:
2021
Opening balance at 1 January –
Acquisition
Share of net loss
Translation
Commitments and contingent liabilities in respect of associates
31 December
2021
31 December
2020
3,000
Summarised financial information
the Group. The information disclosed reflects the amounts presented in the financial statements of the associate and
not Group’s share of those amounts. They have been amended to reflect adjustments made by the entity when using
by the Group.
31 December
2021
Current assets
Current liabilities
3,550
Non-current assets
Non-current liabilities 404
Non-current net assets
Net assets 11,261
Opening net assets
Loss for the period
Translation
11,261
Group’s share in EUR ‘000
Goodwill
Annual Report and Accounts EUROWAG
203
FINANCIAL STATEMENTS
CONTINUED
For the year
ended
31 December
2021
Revenue
Loss for the period
20. INVENTORIES
31 December
2021
31 December
2020
Raw materials 136 246
Goods (excluding on-board units)
Finished products 3 20
On-board units
Write-downs of inventories to net realisable value were as follows:
For the year ended
31 December
2021 2020
Write-downs of inventories to net realisable value –
Write-downs of inventories were recognised as an expense and were included in cost of energy sold in the statement of
profit or loss.
Goods recognised as an expense are presented in full under cost of energy sold.
Raw materials consumed were as follows:
For the year ended
31 December
2021 2020
Raw materials consumed (in other operating expense) 813
21. TRADE AND OTHER RECEIVABLES
31 December
2021
31 December
2020
Trade receivables
Receivables from tax authorities
Advances granted
Unbilled revenue 5,533
Miscellaneous receivables 4,000
Tax refund receivables
Prepaid expenses and accrued income
Contract assets
300,601
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204
Notes to the Financial Statements CONTINUED
FINANCIAL STATEMENTS
21. TRADE AND OTHER RECEIVABLES CONTINUED
Pledged receivables are subject to security of bank loans including trade and other receivables subject to pledge on
ADS shares:
31 December
2021
31 December
2020
Pledged receivables
Trade receivables are non-interest bearing and are generally payable on terms below 30 days. Trade and other
receivables are non-derivative financial assets carried at amortised cost.
Tax refund receivables include receivables from foreign tax authorities and from financing of tax refunds to customers
until processing of the application for tax refund by tax authorities.
loss allowance for all trade receivables and contract assets. Simplified approach adopted by the Group in 2020 is using
The ageing analysis of trade and other receivables overdue but without any expected credit loss was as follows:
Past due
Past due
more than
Past due
more than
Past due
more than
365 days
As at 31 December 2021 – – –
As at 31 December 2020
The carrying value of trade and other receivables approximates their fair value due to their short-term maturities.
31 December 2021
Past due
Past due
more than
Gross value of receivables * 34,314
Expected credit loss 523 2,623
31 December 2020
EUR ‘000
Past due
Past due
more than
Total
Gross value of receivables *
Expected credit loss 361
these are non-financial assets.
Annual Report and Accounts EUROWAG
205
FINANCIAL STATEMENTS
21. TRADE AND OTHER RECEIVABLES CONTINUED
Allowances against outstanding receivables that are considered doubtful were charged to income statement based on
the analysis of their collectability.
Amount
Allowances at 1 January 2020
Charged
Utilised
Unused amounts reversed
FX differences
Allowances at 31 December 2020
Charged
Utilised
Unused amounts reversed
FX differences
Allowances at 31 December 2021
Trade receivables and contract assets are written off where there is no reasonable expectation of recovery. Indicators
proceedings.
22. DERIVATIVES
31 December
2021
31 December
2020
Derivative assets
162
–
– 135
252
526
Current 526
Non-current 252
Derivative liabilities
356 125
Put options related to associates 130
–
1,013
Current 356
Non-current
Derivatives not designated as hedging instruments reflect positive or negative change in fair value of those foreign
purchases or interest rate risk.
Put options redemption liability related to non-controlling interests is described in Note 28. Put option related to an
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
206
Notes to the Financial Statements CONTINUED
FINANCIAL STATEMENTS
22. DERIVATIVES CONTINUED
Cash flow hedges
Foreign currency risk
Foreign exchange forward contracts measured at fair value through OCI are designated as hedging instruments in cash
flow hedges for forecasted sales in EUR.
While the Group also enters into other foreign exchange forward contracts with the intention of reducing the foreign
are measured at fair value through profit or loss. The foreign exchange forward contract balances vary with the level of
expected foreign currency sales and purchases and changes in foreign exchange forward rates.
The terms of the foreign currency forward contracts match the terms of the expected highly probable forecast
The Group hedges cash flows from highly probable future sales of energy and financing of tolls and tax refunds.
The Group contracted FX forwards as hedging instruments. The hedge effectiveness is measured by comparing the
value of the hedging instruments (known as a “hypothetical derivative”).
Hedging parameters
• The sum of the nominal values of hedging foreign currency loans and the notional amount of derivatives and the
•
•
cash flows on hedged sales are identical; and
•
the change in cash flow from changes in the exchange rate.
Hedging of future cash flows:
Within 1 year
Currency risk exposure
– – –
– – –
– – –
Balance as at 31 December 2020 Within 1 year Total
Currency risk exposure
135 135
amount of revenues in EUR (hedged items).
Annual Report and Accounts EUROWAG
207
FINANCIAL STATEMENTS
22. DERIVATIVES CONTINUED
Interest rate risk
risk management strategy of the Group requires minimisation of its exposure to changes in cash flow interest rate risk.
allows the Group to reduce its interest rate risk.
31 December
2021
31 December
2020
Carrying amount (current and non-current asset) 252
Carrying amount (current and non-current liabilities)
Nominal amount
Maturity date 2024
and 2025
2024
and 2025
Change in fair value of outstanding hedging instruments since 1 January 2,416
Change in value of hedged item used to determine hedge effectiveness
Weighted average hedged rate for the year 0.26%
Hedging items
The Group used the following hedging instruments with nominal value:
31 December
2021
31 December
2020
Foreign exchange forwards –
Interest rate swaps
Hedging effects to statement of profit and loss in the respective periods were the following:
31 December
2021
31 December
2020
Foreign exchange forwards 323
Interest rate swaps
Loan 10 million EUR – 124
Net investment hedge
acquisitions of its foreign investments.
31 December
2021
31 December
2020
Carrying amount (non-current borrowings) 45,112
Change in carrying amount of bank loan as a result of foreign currency movements since 1
Change in value of hedged item used to determine hedge effectiveness 2,462
Weighted average hedged rate for the year
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
208
Notes to the Financial Statements CONTINUED
FINANCIAL STATEMENTS
31 December
2021
31 December
2020
Cash at banks 224,141
Cash on hand 23 32
224,164
Bank overdrafts
224,154
Pledged cash at bank subject to security of bank loans:
31 December
2021
31 December
2020
Cash at banks pledged
The fair value of cash and cash equivalents approximates their carrying value due to their short-term maturities.
Credit quality of cash at banks and short-term deposits:
31 December
2021
31 December
2020
Aa
A
Baa 161,643
Ba
B 654 641
Caa 2,654
Unrated 346
224,141
Annual Report and Accounts EUROWAG
209
FINANCIAL STATEMENTS
Number of
shares
Number of
shares
premium
reserve
Ordinary shares
1
At 1 January 2020
1
2,412,532 – – –
Issuance of share capital
At 31 December 2020 2,412,532 – – –
Issuance of share capital (share options
exercised)
2
84
4,554,400 4,242 – – 6,625 –
3
4,242 – – 6,625 –
Group reorganisation
4
Pre-IPO bonus (share-based
payments)
3
7
Primary proceeds (net of expenses)
5
Capital reduction
6
Allotment of class B share
7
1
At 31 December 2021 1 30,006
1.
2.
3.
before Admission (footnote 7 below)
4. EUR 2.6 million was reclassified to share capital and EUR 6.6 million from share premium into merger reserve to reflect the nominal value of 1 pence
5.
less direct share issue expenses of EUR 5.7 million
recognized against share premium
6.
October 2021
7.
date for financial reporting. The Company will be able to apply the distributable reserves arising from the capital reduction and the Class B share
cancellation in 2022
Share-based payments
The Group has a share option scheme under which options to subscribe for the Group’s shares have been granted to
management.
Refer to Note 13 for further details on these plans.
Changes in Shareholders’ equity of W.A.G. payment solutions, a.s.
to distribute profit to the Shareholders and keep all profit as the retained earnings.
decided not to distribute profit to the Shareholders and keep all profit as the retained earnings.
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210
Notes to the Financial Statements CONTINUED
FINANCIAL STATEMENTS
CONTINUED
Other reserves
31 December
2021
31 December
2020
Foreign currency translation reserve 255
Reserve funds 54 437
Cash-flow hedge reserve
1,465
thousand was transferred to retained earnings.
contributions from local profits.
Business combinations equity adjustment
Once the put option is exercised and the liability is settled the equivalent amount is transferred from the Business
combinations equity adjustment reserve to Retained earnings. Refer to Non-controlling interests section for ADS
acquisition.
Non-controlling interests
Set out below is summarised financial information for each subsidiary that has non-controlling interests that are material
to the Group.
31 December
2021
31 December
2020
31 December
2021
31 December
2020
Current assets –
Current liabilities – 4,035
–
Non-current assets –
Non-current liabilities –
Non-current net assets –
Net assets –
Accumulated NCI –
Annual Report and Accounts EUROWAG
211
FINANCIAL STATEMENTS
CONTINUED
31 December
2021
31 December
2020
31 December
2021
31 December
2020
Revenues –
Profit/(loss) for the period –
Other comprehensive income – 68 46
–
Profit allocated to NCI – 54
Dividends paid to NCI 1,025 65
31 December
2021
31 December
2020
31 December
2021
31 December
2020
Cash flows from operating activities –
Cash flows from investing activities –
Cash flows from financing activities –
–
The effect on the equity attributable to the owners of the Group is summarised as follows:
31 December
2021
31 December
2020
Carrying amount of non-controlling interests acquired
Consideration paid to non-controlling interests
25. EARNINGS PER SHARE
All ordinary shares have the same rights. Class B share was excluded from earnings per share (“EPS”) calculation as it
Basic EPS is calculated by dividing the net profit for the period attributable to equity holders of the Group by the
weighted average number of ordinary shares outstanding during the year.
Diluted EPS is calculated by dividing the net profit for the period attributable to equity holders of the Group by the
shares that would be issued if all dilutive potential ordinary shares were converted into ordinary shares.
Adjusted EPS is calculated by dividing the Adjusted earnings (net profit) for the period attributable to equity holders by
the weighted average number of ordinary shares outstanding during the period.
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212
Notes to the Financial Statements CONTINUED
FINANCIAL STATEMENTS
25. EARNINGS PER SHARE CONTINUED
For the year ended 31 December
2021 2020
Basic weighted average number of shares
Effects of dilution from share options
Total number of shares used in computing dilutive earnings per share
1.54 3.76
Diluted earnings per share (cents/share) 1.53 3.73
exchanged for shares in the Company on 7 October 2021.
Adjusted earnings per share measures:
For the year ended 31 December
2021 2020
Amortisation of acquired intangibles
Amortisation due to transformational useful life changes 261
Tax impact of above adjustments*
Basic weighted average number of shares
Adjusted basic earnings per share (cents/share) 4.83
Diluted weighted average number of shares
Adjusted dilutive earnings per share (cents/share)
* non-controlling interests impact was excluded
Options
Options granted to employees under Share-based Option Plans are considered to be potential ordinary shares. They
have been included in the determination of diluted earnings per share if the required performance criteria would have
options have not been included in the determination of basic earnings per share. Details relating to the options are set
out in Note 13.
Annual Report and Accounts EUROWAG
213
FINANCIAL STATEMENTS
31 December 2021 31 December 2020
Maturity
Interest
rate
limit in
currency
Amount
in original
currency
Amount in
Total
limit in
currency
Amount
in original
currency
Amount in
EUR’000
Senior multicurrency
term and revolving
facilities agreement* EUR 2025/05
3M
EURIBOR
+ margin
Senior multicurrency
term and revolving
facilities agreement* EUR 2025/05
3M
EURIBOR
+ margin
Senior multicurrency
term and revolving
facilities agreement* EUR 2025/05
3M
EURIBOR
+ margin
Other loans
fixed
rate 212 611
Revolving facilities
and overdrafts 10 10
Current EUR
Non-current EUR
a.
b.
c.
d.
e.
f.
g.
h.
guarantees.
The Group has not drawn any loans from a non-bank entity.
The interest expense relating to bank loans and borrowings is presented in Note 14.
Interest bearing loans and borrowings are non-derivative financial liabilities carried at amortised cost.
aforementioned loans:
•
•
•
•
•
• pledge of trademarks.
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
214
Notes to the Financial Statements CONTINUED
FINANCIAL STATEMENTS
CONTINUED
following financial covenants:
• cashflow cover (the ratio of cashflow to debt service) shall not be less than 1.10;
•
•
•
The Group complied with all financial covenants under the Senior Facilities Agreement as of 31 December 2021 and
cashflow cover covenant as of 31 March 2020 and 30 June 2020 due to adverse changes in working capital related to
breaches and complied with all financial covenants as of 30 September 2020 and 31 December 2020. The Group
replaced the cashflow cover covenant with a less sensitive interest cover covenant in an amendment to the Senior
Facilities Agreement dated 27 August 2021.
Actual
31 December
2021
Interest cover the ratio of adjusted EBITDA to interest payable Min 5.00 11.81
Net leverage the ratio of total net debt to adjusted EBITDA Max 3.75* 2.12
Borrowing base covenant
trade receivables Max 1.00 0.46
Adjusted net leverage the ratio of the adjusted total net debt to adjusted EBITDA Max 6.50
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215
FINANCIAL STATEMENTS
27. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES
The table below sets out an analysis of liabilities from financing activities and the movements in the Group’s liabilities
from financing activities for each of the periods presented. The items of these liabilities are those that are reported as
financing in the statement of cash flows:
liabilities
134,335 145,632
Cash inflows
Cash outflows
New leases
Foreign exchange adjustments
Other movements* 267 5 272
Cash inflows
Cash outflows
New leases
Foreign exchange adjustments 115 207
Other movements*
162,463
* The “Other movements” in Borrowings represent effective interest rate adjustment from transaction costs. The Group classifies interest paid as
cash flows from operating activities. The “Other movements” in Lease liabilities represent cancellation of lease liability in connection with premature
termination of a lease
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
216
Notes to the Financial Statements CONTINUED
FINANCIAL STATEMENTS
31 December
2021
31 December
2020
Trade payables 260,530
Employee related liabilities 10,656
Advances received 13,464
Miscellaneous payables
Payables to tax authorities
Contract liabilities 3,151
Refund liabilities 3,052
Put option redemption liability –
Deferred acquisition consideration 3,000 423
314,522
Non-current
Put option redemption liability
Contract liabilities
Employee related liabilities
Other liabilities
Trade payables are non-interest bearing and are normally settled on 30-day terms.
cash collected from customers on behalf of factoring companies.
for salaries and accrued employee vacation to be taken or compensated for in the following accounting period.
Put option redemption liability related to non-controlling interests represents present value of expected future
settlement.
Trade and other payables are non-derivative financial liabilities carried at amortised cost. The fair value of current trade
and other payables approximates their carrying value due to their short-term maturities.
2021 2020
Opening balance 5,135
Additions
Release
Short term 3,151
Long term
Annual Report and Accounts EUROWAG
217
FINANCIAL STATEMENTS
CONTINUED
The total amount of deferred revenue is expected to be released in the income statement with the following pattern:
Release to income statement 1 year 2 years Total
31 December 2021 3,151 1,144
31 December 2020 586
Off-balance sheet commitments are following:
31 December
2021
31 December
2020
Unfunded customer credit limits
Credit limits are further described in credit risk section of Note 30.
30. FINANCIAL RISK MANAGEMENT
The Group’s classes of financial instruments correspond with the line items presented in the Consolidated Statement of
Financial Position.
other payables. The main purpose of these financial liabilities is to finance the Group’s operations and investments. The
from its operations. The Group also enters into derivative transactions.
risks that may have adverse impact on the business objectives and through active risk management reduces these risks
to an acceptable level.
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes
in market prices. Market risk comprises two types of risk: interest rate risk and currency risk.
The sensitivity analyses in the following sections relate to the position as at 31 December 2021 and 31 December 2020.
interest rates of the debt and derivatives and the proportion of financial instruments in foreign currencies are all
constant.
liabilities of foreign operations.
The following assumptions have been made in calculating the sensitivity analyses:
• The sensitivity of the relevant statement of profit or loss item is the effect of the assumed changes in respective
market risks. This is based on the financial assets and financial liabilities held at 31 December 2021 and
31 December 2020.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of
changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates relates primarily
to the Group’s bank loans and borrowings with floating interest rates.
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
218
Notes to the Financial Statements CONTINUED
FINANCIAL STATEMENTS
30. FINANCIAL RISK MANAGEMENT CONTINUED
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of
31 December
2021
31 December
2020
Increase by 50 basis points
Decrease by 50 basis points
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes
in foreign exchange rates. The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the
Group’s operating activities (when revenue or expense is denominated in a foreign currency).
and borrowings and trade and other payables. All remaining assets and liabilities in foreign currencies are immaterial or
currencies and the impact on financial assets and liabilities of the Group. The sensitivity analysis is prepared under the
assumption that the other variables are constant.
currencies on profit before tax:
% change in
rate
31 December
2021
31 December
2020
EUR
PLN
Others
disclosed in Note 14. Above effect on profit before tax is not adjusted for the impact of derivatives.
Credit risk
leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables).
The risk is managed on a Group basis and individual customer credit risk limits are set based on internal ratings. Refer
The outstanding balances of trade receivables and compliance with credit limits are monitored on a regular basis.
The aim of the Group management is to minimise exposure of credit risk to single counterparty or group of similar
there were no individually significant customers.
The Group insures eligible receivables and accepts bank guarantees and collateral pledges to mitigate credit risk.
The Group does not use credit derivatives to mitigate credit risk.
The ageing of receivables is regularly monitored by the Group management.
Refer to Note 21 for further details.
Annual Report and Accounts EUROWAG
219
FINANCIAL STATEMENTS
30. FINANCIAL RISK MANAGEMENT CONTINUED
Liquidity risk
The Group performs regular monitoring of its liquidity position to keep sufficient financial resources to settle its liabilities
and commitments.
The Group’s current ratio (current assets divided by current liabilities) was:
31 December
2021
31 December
2020
Current ratio 1.01
The table below summarises the maturity profile of the Group’s financial liabilities based on contractual undiscounted
31 December 2021 On demand
months
3 to 12
months
1 to 5
years
years
Interest-bearing loans and borrowings – –
Lease liabilities – 4,605
Trade and other payables* – 265 –
–
31 December 2020 On demand
months
3 to 12
months
years
years Total
Interest-bearing loans and borrowings
Lease liabilities 572
Trade and other payables*
31. CAPITAL MANAGEMENT
attributable to the equity holders of the Company. The primary objective of the Group’s capital management is to
maximise the Shareholder value.
The Group manages its capital structure and makes adjustments in light of changes in economic conditions and the
equity/total assets ratio:
31 December
2021
31 December
2020
Total equity
Total assets
that it meets financial covenants attached to the interest-bearing loans and borrowings that define capital structure
requirements. Breaches in meeting the financial covenants would permit the bank to immediately call loans and
borrowings. Further details are disclosed in Note 26.
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
220
Notes to the Financial Statements CONTINUED
FINANCIAL STATEMENTS
32. RELATED PARTY DISCLOSURES
Company
The Company controlling the Group is disclosed in Note 1.
Subsidiaries
Interests in subsidiaries are set out in Note 7.
Key management personnel compensation
Key management personnel compensation is disclosed in Note 12.
Paid dividends
Paid dividends are disclosed in Consolidated Statement of Changes in Shareholders’ Equity.
Transactions with other related parties
For the year ended 31
December
2021 2020
Sale of goods to entities controlled by key management personnel – 3
Sale of goods to key management personnel 1
Purchases of various goods and services from key management personnel 42
Purchases of various goods and services from entities controlled by the Company’s
Shareholders 1 1
Purchases of various goods and services from entities controlled by key management
personnel* 188
Purchases of various goods and services from associates
Sale of shares to key management personnel 20
421
* The Group acquired the following goods and services from entities that are controlled by members of the Group’s key management personnel: marketing
Outstanding balances arising from sales/purchases of goods and services
31 December
2021
31 December
2020
Trade payables to entities controlled by key management personnel – 10
monetary or in-kind form to persons who are the governing body or to members of governing or other management and
Two loans were provided during the year to key management personnel of EUR 800 thousand each. The first
loan contract was signed on 27 July 2021 and the second contract on 31 August 2021. They were both repaid on
13 October 2021.
Selected employees benefit from the private use of the Group cars.
Terms and conditions
Transactions relating to dividends were on the same terms and conditions that applied to other Shareholders. Goods
were sold during the year based on the price lists in force and terms that would be available to third parties. All other
transactions were made on normal commercial terms and conditions and at market rates.
Annual Report and Accounts EUROWAG
221
FINANCIAL STATEMENTS
Capital reduction
which is the effective date for financial reporting.
Share
capital
Share
premium
Retained
earnings Total
At 31 December 2021
Capital reduction -
WebEye acquisition
in Central and Eastern Europe. Closing of the agreement was subject to regulatory approvals in Hungary and Romania.
debt and normalised working capital. The Group would also pay a deferred settlement component within three years
The Group announced on 11 March 2022 that it has not received the approval from the Ministry of Interior in Hungary to
complete the transaction. The Group is now assessing options to facilitate the acquisition.
Ukraine
The shocking act of unprovoked and unjustified aggression from the Russian Federation against Ukraine is unfolding as
we publish this report. Following the invasion the Group took immediate steps to comply with sanctions and suspend
all services we provided in Russia. Our response to the humanitarian aspect of this crisis benefited from strong support
of all our employees. We offered help to colleagues with origins or family members from the affected regions and have
fuelling for humanitarian convoys.
observe lower demand for our products and services. The impacts of recent events on global supply chain disruptions
production and mobility. Additional risks to the business include a potential shortage of drivers and regulatory measures
such as retail fuel price caps that may have an impact on margins.
can apply cost-saving measures and implement actions to stimulate revenue growth learnt and used during the last
cost-saving solutions which the Group provides.
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
222
Notes to the Financial Statements CONTINUED
FINANCIAL STATEMENTS
Notes
As at
31 December
2021
Non-current assets
Investments in subsidiaries 6
Other non-current assets
Trade and other receivables 8
Cash and cash equivalents
Share capital 10
Share premium 10
Merger reserve 10
Retained earnings
Trade and other payables 11
payment solutions plc has not been included in these financial statements. Total comprehensive loss for the period
amounted to EUR 2.0 million.
The notes on pages 225 to 230 are an integral part of these financial statements.
The financial statements on pages 223 to 224 were approved by the Board of Directors and authorised for issue on
24 March 2022. They were signed on its behalf by:
Chairman Chief Financial Officer
Company No. 13544823
Annual Report and Accounts EUROWAG
223
FINANCIAL STATEMENTS
Company Statement of Financial Position
(EUR’000)
Notes Share capital
Share
premium
Merger
reserves
Retained
earnings Total equity
At 3 August 2021 10 – – –
Loss for the period
– – –
Group reorganisation 10
Pre-IPO bonus (share-based payments) 10 7 7
Primary proceeds (net of expenses) 10
Cancellation of shares 10 58
Allotment of class B share 10
Share-based payments
At 31 December 2021 42,035
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
224
FINANCIAL STATEMENTS
Company Statement of Changes in Shareholders’ Equity
(EUR ‘000)
•
•
•
value measurement of assets and liabilities).
•
− 10(d) (statement of cash flows);
−
−
−
− 111 (statement of cash flows information); and
−
•
•
for the disclosure of information when an entity has not applied a new IFRS that has been issued but is not yet
effective).
•
•
two or more members of a group.
Going concern
The Board of Directors have considered the financial prospects of the Company and the Group for the foreseeable
continue as a going concern. The Directors’ assessment included consideration of the availability of the Company’s
Concern statement are in line with scenarios covered in the Viability statement. The Board of Directors are satisfied
that may cast significant doubt upon the Company’s and the Group’s ability to continue as a going concern and the
Board of Directors considers it is appropriate to adopt the going concern basis of accounting in preparing the annual
financial statements.
Annual Report and Accounts EUROWAG
225
FINANCIAL STATEMENTS
Notes to the Financial Statements
1. CORPORATE INFORMATION
Company are admitted to the premium listing segment of the Official List of the UK Financial Conduct Authority and
trade on the London Stock Exchange plc’s main market for listed securities on 13 October 2021.
The Company was incorporated on 3 August 2021 and its first financial period ends on 31 December 2021.
2. BASIS OF PREPARATION
convention and in accordance with the Companies Act 2006. The financial statements are presented in EUR and all
a period from incorporation on 3 August 2021 to 31 December 2021.
The preparation of financial statements in conformity with FRS 101 requires the use of certain critical accounting
estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting
The following exemptions from the requirements of IFRS have been applied in the preparation of these financial
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting policies used in preparing the Company financial statements are set out below. These accounting
policies have been consistently applied in all material respects to all periods presented.
3.1 INVESTMENT IN SUBSIDIARIES
Share for share exchange accounting policy used in determining the value of the investment to be recognised as a
The cost related to the subsidiaries’ employees service is treated as investment value in subsidiaries. The awards
represent capital contribution to the subsidiaries as no payment is expected for the equity-settled share-based
payment awarded to their employees.
Investments are tested for impairment whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds
its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in
identifiable cash inflows that are largely independent of the cash inflows from other assets or groups of assets (cash-
generating units). Investments that suffered an impairment are reviewed for possible reversal of the impairment at the
end of each reporting period.
3.2 SHARE-BASED PAYMENTS
services from employees as consideration for equity instruments (options) of the Company. The cost related to the
subsidiaries’ employees service is treated as investment value in subsidiaries. The awards represent capital contribution
to the subsidiaries as no payment (except nominal value of ordinary shares) is expected for the equity-settled
share-based payment awarded to their employees.
3.3 FINANCIAL INSTRUMENTS
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity.
Trade and other receivables
Trade and other receivables are carried at original invoice amount less an allowance for impairment of these
receivables.
no staging of financial assets is being used.
Trade and other payables
3.4 CASH AND CASH EQUIVALENTS
Cash and cash equivalents in the statement of financial position comprise cash at banks.
3.5 FOREIGN CURRENCY TRANSACTIONS
The functional currency of the Company is EUR.
Transactions in foreign currencies are initially recorded by the Company at its functional currency rate prevailing at
the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the
functional currency spot rate of exchange valid at the reporting date.
Differences arising on settlement or translation of monetary items are recognised in the profit or loss account as finance
income and expenses. Non-monetary items that are measured in terms of historical cost in a foreign currency are
translated using the exchange rates at the dates of the initial transactions. Non-monetary items measured at fair value
in a foreign currency are translated using the exchange rates at the date when the fair value is determined.
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
226
FINANCIAL STATEMENTS
Notes to the Financial Statements CONTINUED
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED
3.6 SHARE FOR SHARE EXCHANGE
treated this as a capital reorganisation.
IAS 27.13 specifies additional requirements to measure investments in subsidiaries in cases of reorganisations. When
a parent reorganises the structure of its group by establishing a new entity as its parent in a manner that satisfies the
following criteria:
• the new parent obtains control of the original parent by issuing equity instruments in exchange for existing equity
instruments of the original parent;
• the assets and liabilities of the new group and the original group are the same immediately before and after the
reorganisation; and
• the owners of the original parent before the reorganisation have the same absolute and relative interests in the net
measure cost at the carrying amount of its share of the equity items shown in the separate financial statements of
the original parent at the date of the reorganisation.
REVISED STANDARDS
4.1 APPLICATION OF NEW IFRS – STANDARDS AND INTERPRETATIONS EFFECTIVE IN THE REPORTING PERIOD
The Company has applied the following standards and amendments for the first time for their annual reporting period
•
•
•
These Amendments did not have significant impact on the Company’s financial statements.
4.2 NEW IFRSs AND IFRICs PUBLISHED BY THE IASB THAT ARE NOT YET EFFECTIVE
The Company is currently assessing the potential impacts of the new and revised standards and interpretations that are
expected to be effective from 1 January 2022 or later.
•
•
and IAS 28
•
•
•
• A
•
•
•
•
These new standards and amendments are not expected to have any significant impacts on the Company’s financial
statements.
Annual Report and Accounts EUROWAG
227
FINANCIAL STATEMENTS
There are no significant accounting judgments or estimates applicable to Company’s financial statements.
6. INVESTMENT IN SUBSIDIARIES
2021
As at 3 August –
Share for share exchange with
Share-based payments
As at 31 December
share for share exchange agreement. The value of the investment at the transaction date represents the carrying value
at that date.
The capital contribution relating to share-based payments relates to share-based payments issued to employees of
consolidated financial statements. The amount reflects share-based payment expense of outstanding awards since the
Admission.
Certain Group employees have been granted options over the shares in the Company. Refer to the accounting of the
31 December
2021
Intercompany receivables
Prepaid expenses
Trade and other receivables are non-derivative financial assets carried at amortised cost. The carrying value of trade
and other receivables approximates their fair value due to their short-term maturities.
31 December
2021
Cash at banks
The fair value of cash and cash equivalents approximates their carrying value due to their short-term maturities.
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
228
Notes to the Financial Statements CONTINUED
FINANCIAL STATEMENTS
Number of
shares
Share capital
EUR ‘000
Number of
shares
Share capital
EUR ‘000
Share
premium
EUR ‘000
Merger
reserve
EUR ‘000
Ordinary shares
As at 3 August 2021 50,000 – – – –
Group re-organisation
1
Pre-IPO bonus (share-based
payments)
1
7
Primary proceeds (net of expenses)
2
Capital reduction
3
Allotment of class B share
4
1
At 31 December 2021 1 30,006 42,035
1.
before Admission (footnote 3 below)
2.
less direct share issue expenses of EUR 5.7 million
was recognised against share premium
3.
12 October 2021
4.
date for financial reporting. The Company will be able to apply the distributable reserves arising from the capital reduction and the Class B share
cancellation in 2022
11. TRADE AND OTHER PAYABLES
EUR ‘000
31 December
2021
Trade payables
Employee related liabilities
Intercompany payable 33,164
payables were mostly IPO related.
Intercompany payable was repaid on 12 January 2022.
Trade and other payables are non-derivative financial liabilities carried at amortised cost. The fair value of current trade
and other payables approximates their carrying value due to their short-term maturities.
Annual Report and Accounts EUROWAG
229
FINANCIAL STATEMENTS
12. EMPLOYEE EXPENSES
Employee expenses of the Company consist of the following:
For the period
ended
31 December
2021
Wages and salaries 331
Social security and health insurance
Other personnel cost (unused vacation) 3
The monthly average number of employees by category during the period was as follows:
For the period
ended 31
December 2021
General and administrative
13. CONTINGENT LIABILITIES
The Company has guaranteed WebEye acquisition disclosed in Note 33 to the consolidated financial statements. The
Company has assessed the probability of loss under this guarantee as remote.
14. INFORMATION INCLUDED IN THE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Some of the information included in the Notes to the Consolidated Financial Statements is directly relevant to the
financial statements of the Company.
Please refer to the following:
•
•
•
•
•
•
EUROWAG Annual Report and Accounts for the year ended 31 December 2021
230
Notes to the Financial Statements CONTINUED
FINANCIAL STATEMENTS
Annual Report and Accounts EUROWAG
231
FINANCIAL STATEMENTS
REGISTERED OFFICE
London W1S 4HA
https://www.eurowag.com/en
Registered in England and Wales
No. 13544823
REGISTRAR
Computershare Investor Services plc
The Pavilions
Bridgwater Road
Bristol
Avon
BS13 8AE
United Kingdom
COMPANY SECRETARY
Computershare Governance Services
The Pavilions
Bridgwater Road
Bristol
Avon
BS13 8AE
United Kingdom
Eurowag-UKCoSec@
Computershare.co.uk
INTERNAL AUDITOR
186 00 Praha 8
http://www.kpmg.cz/
EXTERNAL AUDITOR
PricewaterhouseCoopers LLP
One Chamberlain Square
Birmingham B3 3AX
United Kingdom
https://www.pwc.co.uk/
Jefferies International Limited
100 Bishopsgate
London
EC2N 4JL
United Kingdom
Morgan Stanley & Co. International plc
25 Cabot Square
London
E14 4QA
United Kingdom
KEY DATES
Annual General Meeting 26 May 2022
Trading Update 5 May 2022
6 September 2022
Trading Update 3 November 2022
Company information
https://www.eurowag.com