Wag Payment Regulatory News (WPS)

16 May 2022

EUROWAG

Eurowag to acquire substantially all of the assets of WebEye, a leading Fleet Management Solution provider

W.A.G payment solutions plc ("Eurowag", or the "Group") a leading pan-European integrated payments & mobility platform focused on the Commercial Road Transportation industry ("CRT"), is pleased to announce that it has entered into an agreement to acquire substantially all of the assets of WebEye Telematics Zrt. ("WebEye", or the "Seller"), a leading Fleet Management Solution provider in Central and Eastern Europe, from the Seller.

On 15 November 2021, Eurowag announced that it had entered into an agreement, subject to regulatory clearances, to acquire 100% of the share capital of WebEye. On 11 March 2022, Eurowag announced it had not received approval from the Ministry of Interior in Hungary ("MoI") to complete the transaction and thus would look at other options to facilitate the transaction. Since then, Eurowag has been working with WebEye to structure a transaction to mitigate the concerns the MoI had.

Eurowag will acquire substantially all of the assets of WebEye except for the activities subject to concerns from the MoI, which make an immaterial contribution to the revenue and profits of WebEye, and were not part of the strategic rationale for the initial transaction. WebEye will transfer all other activities to its subsidiaries, and Eurowag will acquire the subsidiaries from WebEye in two tranches. The first tranche will contain all non-Hungarian subsidiaries, and the second tranche will contain all Hungarian subsidiaries. Due to the new structure, the second tranche will be subject to a new clearance from the Ministry of Innovation and Technology in Hungary, which Eurowag previously obtained.

Eurowag will pay an initial cash consideration of EUR 43.2 million on a cash-free, debt-free basis[1]. EUR 23.3 million of this amount is payable upon closing of the acquisition of the non-Hungarian subsidiaries, and EUR 19.9 million upon closing of the acquisition of the Hungarian subsidiaries. Eurowag will also pay a deferred settlement component within three years from completion of the transaction, a part of which is subject to the fulfilment of certain KPIs. The maximum consideration, including the deferred settlement component, is capped at EUR 60.6 million.

WebEye has an established presence in Europe with a total portfolio of more than 58,000 connected trucks. It generated revenues of EUR 16.4 million and normalised adjusted EBITDA of EUR 5.6 million in the year ended 31 December 2021, based on unaudited consolidated management accounts prepared under Hungarian GAAP. WebEye is led by Pál Németh, who has been instrumental in the growth of the company, and will continue to manage the acquired business and oversee its integration into Eurowag.

The transaction will expand the Group's customer base, and WebEye's customers will gain access to Eurowag's unrivalled range of integrated end-to-end payment and mobility solutions leading to incremental revenue opportunities. Furthermore, data from the connected trucks will provide insights and enable the continual development of new and improved solutions to address customers' needs. The transaction will be funded from cash on balance sheet and is expected to be immediately earnings accretive.

Completion of the transaction is anticipated in July 2022, subject to customary completion conditions including the new clearance from the Ministry of Innovation and Technology in Hungary. The prior approvals from the Hungarian Competition Authority and the Romanian Competition Council remain valid for the restructured transaction.

Martin Vohánka, CEO and Founder of Eurowag, said:

"I am very pleased that we have managed to get to an agreement that enables us to acquire substantially all of the assets of WebEye. I am excited about this acquisition, which is exactly in line with our strategy of further expanding our payments and mobility platform. WebEye has more than 58,000 connected trucks, and this gives us access to new customers to whom we can offer our leading integrated services proposition."

Pál Németh, the CEO of WebEye, said:

"Joining forces with Eurowag opens doors to new markets and offers our customers access to a wide range of services and solutions for their businesses to thrive. Eurowag's integrated digital platform helps transport operators make their business more efficient and more profitable, while making the lives of truck drivers easier. I am excited to join the Eurowag team and help achieve its vision to democratize the on-road mobility industry through a technological revolution."

The acquisition constitutes a class 2 transaction, and this announcement has been made pursuant of Chapter 10 of the UK Financial Conduct Authority's Listing Rules.

The person responsible for the release of this announcement on behalf of Eurowag is Tomáš Novotný (Head of Investor Relations).

ENQUIRIES

Eurowag

Tomáš Novotný (Head of Investor Relations)

investors@eurowag.com

Michal Malysa (Head of Group Communications)

michal.malysa@eurowag.com

+420 775 70 80 86

About Eurowag

Eurowag was founded in 1995 and is a leading pan-European integrated payments & mobility platform focused on the commercial road transportation industry. It makes life simpler for commercial drivers and operators across Europe through its unique combination of payments solutions, seamless technology, a data-driven digital eco-system and high-quality customer service. www.eurowag.com

About WebEye

WebEye was established in 2001 with focus on CRT customers in Hungary. Today it is the leader in CRT Fleet Management Solution in Hungary and Romania, with customers in Bulgaria, Croatia, Czech Republic, Germany, Poland, Portugal, Slovakia, and Slovenia. WebEye generated a profit before tax of EUR 3.0 million in the year ended 31 December 2021 and its gross assets were EUR 12.0 million as at 31 December 2021, based on unaudited consolidated management accounts prepared under Hungarian GAAP.