NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL.

This announcement is not an offer of securities for sale in any jurisdiction, including in or into the United States, Australia, Canada, South Africa or Japan.

Neither this announcement, nor anything contained herein, shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any shares referred to in this announcement except solely on the basis of the information contained in the prospectus in its final form (together with any supplementary prospectus, if relevant, the "Prospectus"), including the risk factors set out therein, published by W.A.G payment solutions plc (the "Company" and, together with its subsidiaries and subsidiary undertakings, "Eurowag"), in connection with the offer of ordinary shares (the "Shares") in the Company (the "Offer") and the admission to listing of such Shares to the premium listing segment of the Official List of the Financial Conduct Authority (the "FCA") and to trading on the main market for listed securities of the London Stock Exchange plc (the "London Stock Exchange") ("Admission" and, together with the Offer, the "IPO"). A copy of the Prospectus dated 8 October 2021 is available for inspection on the Company's website at https://investors.eurowag.com, subject to certain access restrictions.

13 October 2021

EUROWAG

Admission to Trading on the London Stock Exchange

Further to the announcement on 8 October 2021 in connection with its initial public offering, the Company announces that its entire issued ordinary share capital, consisting of 688,911,333 Shares, has today been admitted to the premium listing segment of the Official List of the FCA and to trading on the London Stock Exchange's Main Market for listed securities under the ticker "WPS".

Enquiries

Eurowag

Tomáš Novotný

Head of Investor Relations

[email protected]

Brunswick (Public Relations Adviser to Eurowag)

Kate Holgate / Sarah West / Craig Breheny

[email protected]  

+44 20 7404 5959

Joint Global Co-ordinators and Joint Sponsors

Citigroup 

Theodoros Giatrakos / Rahul Singla / Ken Robins / Robert Redshaw

+44 20 9786 4000

Morgan Stanley

Vipin Chhajer / Marina Shchukina / Andrea Rosso / Richard Brown

+44 (0)207 425 8000

Joint Global Co-ordinator

Jefferies

Rob Leach / Vagelis Kollintzas / Max Jones / Aditi Venkatram

+44 207 029 8000

Joint Bookrunners

Numis

James Taylor / Simon Willis

+44 207 260 1000

UBS

Ben Crystal / Alex Bloch

+44 207 567 8000

Financial Adviser

Rothschild & Co

Claire Suddens-Spiers / Helena Somervail

+44 (0) 207 280 5000

Notes to Editors

About Eurowag

Eurowag 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.

Founded in the Czech Republic in 1995 by CEO Martin Vohánka, Eurowag's vision is for every road transportation company - however small - to have access to the benefits of digitisation at scale. It serves over 14,600 monthly active payment solutions customers with 20% average growth achieved since 2018. The platform spans 100,000 trucks across approximately 30 countries and with 18 offices across Europe.

Eurowag uses its proprietary technology to enhance performance of commercial road transport operators by providing a range of integrated services including energy & toll payments, tax refunds, vehicle information (including telematics), smart routing and other adjacent services, including through its top-rated Road Lords app. It seeks to be at the forefront of driving digital adoption for logistics service providers, helping businesses run more efficiently, make data-driven decisions and facilitating the shift to lower-carbon alternative fuels like hydrogen and LNG.

Eurowag's seamless solutions and high-quality customer service have driven a proven track record of growth and profitability, with average 32% revenue growth since 2018, >110% average net revenue retention supported by a successful cross and upselling model, and a consistently high adjusted EBITDA margin with approximately 46% delivered in 2020. It has a high and increasing NPS score of 50 and average customer tenure of over seven years.

Important Legal Information 

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

This announcement is only addressed to and directed at specific addressees who: (A) if in member states of the European Economic Area (the "EEA"), are persons who are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) ("Qualified Investors"); and (B) if in the United Kingdom, are "qualified investors" within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (as amended) as it forms part of retained EU law by virtue of the European Union (Withdrawal) Act 2018 who are: (i) persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (C) are other persons to whom it may otherwise lawfully be communicated (all such persons referred to in (B) and (C) together being "Relevant Persons"). This announcement must not be acted or relied on (i) in the United Kingdom, by persons who are not Relevant Persons and (ii) in any member state of the EEA by persons who are not Qualified Investors. Any investment activity to which this announcement relates (i) in the United Kingdom is available only to, and may be engaged in only with, Relevant Persons; and (ii) in any member state of the EEA is available only to, and may be engaged only with, Qualified Investors.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America, Australia, Canada, South Africa or Japan. This announcement is not an offer of securities for sale into the United States, Australia, Canada, South Africa or Japan. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States. The securities may not be offered or sold in the United States, except pursuant to an applicable exemption from or in a transaction not subject to the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. No public offering of the securities referred to herein is being made in the United States.

This announcement may include forward-looking statements, which are based on current expectations and projections about future events. These statements may include, without limitation, any statements preceded by, followed by or including words such as "target", "believe", "expect", "aim", "intend", "may", "anticipate", "estimate", "plan", "project", "will", "can have", "likely", "should", "would", "could" and any other words and terms of similar meaning or the negative thereof. These forward-looking statements are subject to risks, uncertainties and assumptions about the Company and its subsidiaries and its investments, including, among other things, the development of its business, trends in its operating environment, developments relating to the Covid-19 pandemic, and future capital expenditures and acquisitions. The forward-looking statements in this announcement speak only as at the date of this announcement. Further, certain forward-looking statements are based upon assumptions of future events which may not prove to be accurate and none of the Company, the Banks (as defined in the Prospectus) nor any member of Eurowag, nor any of such person's affiliates or their respective directors, officers, employees, agents and/or advisors, nor any other person(s) accepts any responsibility for the accuracy or fairness of the opinions expressed in this announcement or the underlying assumptions. Actual events or conditions are unlikely to be consistent with, and may differ significantly from, those assumed. In light of these risks, uncertainties and assumptions, the events in the forward-looking statements may not occur. No representation or warranty is made that any forward-looking statement will come to pass. No one undertakes to update, supplement, amend or revise any forward-looking statements. You are therefore cautioned not to place any undue reliance on forward-looking statements.

Any subscription or purchase of Shares in the Offer should be made solely on the basis of information contained in the Prospectus issued by the Company in connection with the Offer. The information in this announcement is subject to change. Before subscribing for or purchasing any Shares, persons viewing this announcement should ensure that they fully understand and accept the risks set out in the Prospectus. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. This announcement does not form part of or constitute any offer or invitation to sell or issue, or any solicitation of any offer to acquire, whether by subscription or purchase, any Shares or any other securities, nor shall it (or any part of it), or the fact of its distribution, form the basis of, or be relied on in connection with, or act as any inducement to enter into, any contract or commitment whatsoever.

Potential investors should not base their financial decision on this announcement. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all of the amount invested. Persons considering making investments should consult an authorised person specialising in advising on such investments. This announcement does not constitute a recommendation concerning the Offer. The value of shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Offer for the person concerned.

Nothing contained herein constitutes or should be construed as (i) investment, tax, financial, accounting or legal advice; (ii) a representation that any investment or strategy is suitable or appropriate to your individual circumstances; or (iii) a personal recommendation to you.