Interim report
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RNS Number : 9328TEurowag09 September 2026 LEI: 213800HU63CWV5J8YK95 9 September 2026 W.A.G payment solutions plc ("Eurowag" or the "Group") Interim results for the six months ended 30 June 2026 Strong first-half year performance and significant progress on Eurowag Office Eurowag today announces its interim results for the six-month period ended 30 June 2026. Martin Vohánka, Founder and CEO, commented: "We delivered a strong and resilient first-half year performance, with double-digit net revenue growth, robust margins andlower leverage, while making significant progress through the integration and migration phase to Eurowag Office. We arepleased to have reached a key milestone, with more than 65% of our customers now actively using the platform, customerengagement continuing to grow and the majority of our services available on the platform. Delivering these results through avolatile geopolitical and macroeconomic environment demonstrates the resilience of our business and keeps us on track todeliver our full-year guidance. The progress we are making in 2026 positions us well for the next phase of our strategy. As integration and migration advance, we will increasingly be able to leverage the power of a single digital platform and proprietary data to deepenproduct penetration, increase customer engagement and drive greater operating leverage. From 2027, our focus will shifttowards scaling and monetising Eurowag Office, unlocking the benefits of our integrated model to deliver greater value for our customers and drive sustainable, profitable growth." Strategic Highlights · Eurowag Office platform continues to advance towards full product integration, with the majority of our services now available through the platform. Toll services were integrated during the first half, complementing the capabilities already available across Fuel, Tax Refund, Fleet Management Solutions ("FMS"), Work Time Management ("WTM"), Navigation and Financial Services. Transport Management Solutions are expected to be integrated during 2027. · Active customers using Eurowag Office increased significantly, with more than 65% of customers actively using the platform as at the date of this report, up from 35% at the end of Q1 2026. · Total active trucks increased by +7.0% YoY to 334,800 (H1 2025: 313,000), expanding our customer base while demonstrating resilience through the ongoing integration and migration platform phase and a volatile fuel prices environment. · Average number of products per truck increased to 2.7 (H1 2025: 2.6 on a restated basis1), demonstrating continued progress in deepening customer relationships and increasing the number of services used in our platform. · NPS decreased to 29.6pts (H1 2025: 43.0pts), reflecting a change to a unified Eurowag brand methodology, with an approximately 9-point impact, and elevated fuel prices affecting broader customer sentiment. We expect this to be temporary as familiarity increases. Importantly, customer behaviour remains positive, with increasing usage of Eurowag Office and adoption of capabilities specific to the platform. · Subscription-based revenues increased 3.3% YoY to €40.8 million (H1 2025: €39.5 million), representing 22.7% of total net revenue. Recurring revenues of €84.7million (H1 2025: €74.4 million) represented 47.2% of total net revenue, comprising subscription-based revenues and highly recurring toll revenues.
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Half Year 2026 Financial Highlights · Total net revenue2 increased +10.7% to €179.5 million (H1 2025: €162.2 million), reflecting broad- based growth across our platform services. Growth was supported by Toll (+26%), Energy (+6%), Core CRT Fleet Management Solutions (+15%), Navigation (+12%) and Tax Refund (+12%). · Adjusted EBITDA3 increased +10.5% to €70.6 million (H1 2025: €63.9 million), with Adjusted EBITDA margin of 39.3% (H1 2025: 39.4%). Growth was driven by higher net revenue, partly offset by increased operating expenses, primarily reflecting continued investment in talent and performance-related remuneration to support the Group's future growth. · Adjusted cash EBITDA3 increased +13.2% to €55.7 million (H1 2025: €49.2 million), with Adjusted cash EBITDA margin growing to 31.0% (H1 2025: 30.4%). Growth was supported by higher net revenue and the impact of share-based payments, partly offset by higher capitalised R&D expenditure. · Statutory profit before tax declined 46.5% to €8.4 million (H1 2025: €15.7 million), primarily reflecting higher finance expenses, including an €8 million predominantly un-realised (non-cash) foreign exchange loss, largely resulting from the appreciation of the Hungarian forint. Interest expense decreased to €8.8 million (H1 25: €10.5 million), reflecting a reduction in the Group's average cost of borrowing. Basic EPS as a result decreased to 0.76 cents per share (H1 2025: 1.53 cents per share). · Adjusted profit before tax3 declined 14.7% to €23.7m (H1 2025: €27.8m), resulting in an Adjusted basic EPS of 2.53 cents per share (H1 2025: 2.92 cents per share). · Capital expenditure was €26.5 million (H1 2025: €24.7 million), including €21.0 million (H1 2025: €17.9 million) of capitalised R&D4, reflecting continued investment in Eurowag Office (€14.7 million) and the technology and data capabilities (€6.3 million) underpinning our integrated platform and future growth. · Net leverage5 decreased to 1.8x (FY 2025: 1.9x) supported by Adjusted EBITDA growth. Net debt increased to €253.3 million (FY 2025: €216.2 million), primarily reflecting a €54.4 million working capital outflow, as anticipated following the increase in fuel prices and associated working capital requirements. The outflow primarily reflects the timing of collections around the period end rather than a structural change in working capital. On a 12-month basis, working capital remained broadly neutral. · Post half-year end a special dividend of 1.5p per share (€12.1 million) was paid to shareholders on 22 July 2026. H1 2026 Financials Key statutory financials H1 2026 H1 2025 YoY growth Revenue (€m) 1,377.1 1,162.2 18.5% Net revenue2 (€m) 179.5 162.2 10.7% Payment solutions net revenue (€m) 110.9 97.9 13.3% Mobility solutions net revenue (€m) 68.6 64.3 6.7% Profit before tax (€m) 8.4 15.7 (46.5)% Basic EPS (cents/share) 0.76 1.53 (50.3)% Alternative performance measures 3 H1 2026 H1 2025 YoY growth Adjusted EBITDA (€m) 70.6 63.9 10.5% Adjusted EBITDA margin 39.3% 39.4% (0.1)pp
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Adjusted cash EBITDA (€m) 55.7 49.2 13.2% Adjusted cash EBITDA margin 31.0% 30.4% 0.6pp Adjusted basic EPS (cents/share) 2.53 2.92 (13.4)% Strategic KPIs H1 2026 FY 2025 H1 2025 YoY growth Total active trucks (000s)6 334.8 321.5 313.0 7.0% Average number of products per truck1 2.7 2.6 2.6 +0.1 Net promoter score (points) 29.6 43.8 43.0 (13.4)pts Subscription revenue (%) 22.7% 24.1% 24.3% (1.6)pp Notes: 1. The methodology used to calculate average products per truck has been refined during 2026 following improvements in product-level data allocation. The Group is now able to allocate products more accurately to individual trucks; previously, certain products could only be identified at customer level and were therefore attributed to all trucks associated with that customer. Comparative periods have been restated on a consistent basis where applicable. Under the revised methodology, average products per truck for H1 2025 is 2.6, compared with 2.8 as previously reported; and for FY 2025 is 2.6, compared with 2.8 as previously reported. 2. Net revenue is defined as revenue less costs of goods sold. 3. The Group presents various alternative performance measures ("APMs"). Refer to Note 2 of the accompanying financial statements of this document. Adjusted EBITDA is defined as EBITDA before Adjusting items. Adjusted cash EBITDA is defined as Adjusted EBITDA less capitalised R&D plus share-based payments. Adjusted profit before tax is defined as profit before tax plus the adjusting items affecting Adjusted EBITDA and the adjusting items in amortisation of acquired intangibles. 4. Capitalised R&D excludes investments in hardware of onboard units ("OBUs") and infrastructure. 5. As per covenant calculation, net leverage is defined as the ratio of total net debt to adjusted EBITDA. Total net debt includes financial lease liabilities and derivative liabilities. Please refer to Note 15 of the accompanying financial statements of this document for the definition of adjusted EBITDA for covenant calculations. 6. An active truck is defined as a vehicle that has paid for a service in a given month. Average number of products per truck is defined as the average number of products used by an active truck in a given month. Outlook and FY 2026 guidance Following a robust first half performance, we remain confident in delivering our FY 2026 guidance. During the remainder of the year, our primary strategic focus will remain the successful migration of customers to Eurowag Office. As migration advances, the remaining cohorts will increasingly include larger customers and those using more UX-intensive products and workflows. We will continue to prioritise a carefully managed, high-quality customer experience while maintaining disciplined growth and profitability. With the majority of services now available on Eurowag Office and customer adoption advancing well, we remain on track with our strategic priorities for 2026. From 2027, our focus will increasingly shift towards scaling and monetising Eurowag Office, enabling us to deepen customer relationships, accelerate cross-sell and product adoption, leverage our proprietary data to develop differentiated solutions and scale more efficiently, supporting sustainable, profitable growth and our ambition to simplify and transform the way our customers operate. Based on first-half results we are updating our adjusted cash EBITDA guidance for FY 2026. All other guidance remains unchanged: · Low double-digit net revenue growth · Adjusted EBITDA margin ~40% · Updated Adjusted cash EBITDA range from €105m-€115m to €110m-€115m · Capitalised R&D below the cap level of €50m · Net leverage ratio expected to remain below 2.0x, within our target range of 1.5x-2.5x Investor and analyst presentation today Martin Vohánka (CEO) and Oskar Zahn (CFO) will host a virtual presentation and a Q&A session for investors and analysts today, 9 September 2026, at 9.00am BST. The presentation will be available on the Group's website at Results, reports and
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presentations - Eurowag (LSE: EWG) Please register to attend the investor presentation via the following link: Eurowag 2026 Half-Year Results Announcement - W.A.G Payments Solutions plc | SparkLive | LSEG To view the webcast, you will need to register with SparkLive, which should only take a moment. Should you want to ask questions at the end of the presentation, please use the following link: Registration | Eurowag 2026 Half-Year Results Announcement Capital Markets Day Eurowag will host its second Capital Markets Day for institutional investors and analysts on Tuesday, 1 December 2026. The event will provide an update on the Group's strategy, Eurowag Office and its medium-term growth opportunities. Investors and analysts are invited to save the date, with further details on the agenda, timing and registration to follow. ENQUIRIES Eurowag Carolina Orozco VP Investor Relations and Communications +44 (0)75 5537 3873 investors@eurowag.com Sodali & Co Justin Griffiths, Gilly Lock IR and international media +44 (0)20 7250 1446 eurowag@sodali.com Eurowag is a leading technology company serving Europe's commercial road transport ("CRT") industry, with a purpose to make it clean, fair and efficient. Eurowag Office is the first integrated digital platform for the European CRT industry, bringing together mission-critical services across Fuel, Toll, Financial Services, Navigation, Fleet and Work Time Management. By connecting its technology, infrastructure, industry expertise and proprietary data through a single platform, Eurowag helps transport companies simplify complex operations, make better decisions and run more efficient and profitable businesses. Eurowag is listed on the London Stock Exchange (LSE: EWG) and is a constituent of the FTSE 250. investors.eurowag.com CEO Statement Over the past several years, Eurowag has transformed from a provider of individual services into an integrated digital platform for the Commercial Road Transport ("CRT") industry. Through organic investment, targeted acquisitions and the integration of our capabilities, Eurowag Office now brings together mission-critical services across Fuel, Toll, Financial Services, Navigation, Fleet and Work Time Management, providing SME customers with a simpler way to manage increasingly complex operations. The value of Eurowag Office goes beyond bringing our services together in one place. Connecting our capabilities, infrastructure and proprietary data enables us to simplify complex customer workflows and increasingly deliver real-time, intelligent solutions that support better decision-making. This creates greater value for our customers while strengthening our ability to deepen relationships and increase product penetration over time. 2026 represents an important phase in this transformation, with our focus firmly on integration and migration. During the first half, we made significant progress across both areas, while continuing to enhance the capabilities and customer experience available through Eurowag Office. These developments are strengthening the foundations of our integrated platform and positioning us well for the next phase of our strategy. Platform Integration and Customer Migration
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We are pleased with the progress made on the integration and migration of Eurowag Office during the year to date. The majority of our services are now available through the platform and, as at the date of this report, more than 65% of our customers are actively using Eurowag Office. This represents an important milestone in delivering our 2026 priorities. Customer behaviour provides further positive evidence of platform adoption and engagement. Activity on Eurowag Office has increased significantly during the year as customers increasingly incorporate the platform into their regular operating routines. Importantly, customers are also increasingly using the integrated capabilities specific to Eurowag Office. These trends are supported by continued customer growth, with active trucks increasing by 7% year-on-year, accelerating from 5% growth in H1 2025. Together, these indicators provide positive evidence of customer adoption and engagement as migration progresses. NPS decreased to 29.6 points, reflecting two principal factors. In 2026, we moved from a multi-brand methodology to a unified Eurowag brand measurement, which had an approximately 9-point impact on the H1 2026 score. We expect this impact to be temporary as brand familiarity increases, with early data already indicating improvement. NPS was also affected by high fuel prices, which typically affect overall customer sentiment. Taking these factors into account, we expect NPS to improve over the coming quarters. Advancing Eurowag Office: H1 2026 Developments Alongside the progress in integration and customer migration, we achieved a number of important product milestones during the first half, further broadening the capabilities and value proposition of Eurowag Office. Key developments included: Energy: we continued to expand our Energy network, across 25 European countries, while broadening our alternative fuel and decarbonisation offering as demand continues to increase. · Fuel Network: our fuel network expanded to ~17,800 acceptance points (FY 2025: ~17,000 acceptance points), including two new truck parks opened in Italy (Bussolengo) and Poland (Torzym), bringing our total owned truck parks to 33. · Mobile Network: our mobile acceptance network expanded to ~3,000 locations (FY 2025: ~2,600) across 15 countries, further digitising the customer experience by enabling customers to authorise fuel purchases directly through the Eurowag mobile app without requiring a physical fuel card. · Alternative Fuels Network: our alternative fuel network expanded to ~2,700 stations (FY 2025: ~2,200), including ~870 HVO acceptance points, increasing customers' access to lower-carbon fuels alternatives across Europe. Decarbonisation as a Service ("DaaS"): we continued to expand our DaaS capabilities through Eurowag Office, helping customers navigate the transition to lower-carbon transport and increasingly complex sustainability requirements. During the first half, we introduced new solutions that make it easier for customers to meet shippers' requirements, reduce emissions and simplify sustainability reporting: · We launched Biofuel Swap, enabling customers to support the use of HVO, even where it is not physically available at the point of refuelling. Through an accredited partner, an equivalent volume of certified HVO is introduced into the European fuel network, with the associated verified GHG emissions reductions allocated to the customer through a book-and-claim mechanism. · We began implementing automated sustainable biofuel certificates for customers purchasing HVO and bio-LNG through Eurowag Office. Generated automatically from transaction data, these certificates simplify sustainability reporting and help customers respond to increasing compliance requirements. Toll: we continued to strengthen the technology, coverage and regulatory capabilities of our toll services simplifying cross- border toll operations through Eurowag Office: · Our proprietary onboard unit EVA ("Enhanced Vehicle Assistant") automates multi-country toll payments while connecting vehicles to Eurowag Office through real-time vehicle data, enabling a range of Fleet Management Solutions ("FMS") and other digital services. The number of EVA onboard units increased by 12.9% to ~122,000
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from December 2025, expanding our connected vehicle base and strengthening the proprietary data generated through the platform. · We successfully deployed our proprietary map-matching technology, bringing a previously third-party capability in- house. By matching vehicle location data with the precise tolled road sections travelled, the technology enables accurate toll calculation, reduces reliance on external providers and supports lower processing costs over time, while further strengthening our proprietary technology and data capabilities. · CO₂-based tolling continued to expand across Europe, with new requirements introduced in Bulgaria and Belgium during the period, following earlier implementation in Germany, Austria and Slovakia. Our regulatory expertise and multi-country capabilities help customers navigate increasingly complex toll requirements through a single integrated solution. · We made further progress in the Netherlands, adding the country as our 14th EETS ("European Electronic Toll Service") licensed market and expanding our overall Toll coverage to 23 countries. The Netherlands became the first toll domain certified on EVA 2.0 and the first market where we deployed our proprietary map-matching technology. These capabilities support customers following the introduction of the country's new distance-based truck tolling scheme, enabling international fleets to manage the new requirements through our integrated Toll solution. Digital fleet solutions: we continued to enhance the Fleet Management, Navigation and Work Time Management capabilities available through Eurowag Office, helping customers connect fleet visibility, driver communication and administrative workflows in a single environment: · Live Map -enhanced feature: we improved scalability, usability and integrated toll visibility in our live map. New functionality includes more detailed map views, configurable vehicle lists and a fully responsive mobile web experience, alongside integrated toll visibility providing dispatchers and fleet managers with active toll domains, toll weight categories and live vehicle information through a single view. · FMS and Navigation -Dispatcher-Driver messaging: we enhanced dispatcher-driver communication capabilities across Eurowag Office and the Eurowag Navigation mobile app. New functionality includes improved conversation management and photo and file sharing, supporting more efficient communication and coordination across day-to- day fleet operations. · WTM -Driver Work Module: we launched the Driver Work module through Eurowag Office for customers using the Tacho Remote add-on, automating monthly driver work reporting and simplifying payroll administration using remotely retrieved tachograph and driver-card data. The module consolidates driving time, rest periods and working hours alongside country-specific information required for salary calculations, allowances and night-work premiums, helping customers manage complex international labour requirements while reducing manual processing and the time spent on administrative tasks. Financial Services: following the FlexiPay pilot in 2025, we continued to develop the solution during the first half of 2026 and commenced its commercial roll-out in Romania. FlexiPay enables eligible customers to extend payment terms by 14 days through a digital solution, providing additional flexibility to manage working capital. During the period, the offering was also extended beyond fuel to selected EETS toll invoices. We plan to continue expanding this solution into additional markets. Multi-channel Sales Strategy Eurowag Office is enabling the evolution of our commercial model, combining our established direct sales capabilities with an increasingly scalable digital channel and strategic partnerships to support customer acquisition and deepen product penetration. We are evolving our direct sales approach from individual product-led conversations towards a more consultative model centered on understanding customers' broader operational needs. By strengthening the expertise of our frontline teams across Eurowag Office, we can better identify customer needs and recommend the most relevant solutions. During the first half, we also continued to expand digital onboarding through Eurowag Office. While direct sales remain our primary customer acquisition channel today, we expect digital acquisition to play an increasingly important role as Eurowag Office scales, providing customers with a simpler, self-service journey and enabling us to reach and onboard customers more efficiently.
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An important part of our commercial strategy is the relationships we have built with leading Original Equipment Manufacturers ("OEMs"). These are relationships that have developed over time and provide us with an important platform to accelerate new customer acquisition in an efficient and scalable way. We continue to develop these partnerships and see further potential as our integrated proposition evolves. Scaling our Operating Model As Eurowag Office continues to integrate services and migrate customers onto a single platform, we are evolving our operating model to support a larger customer base efficiently while maintaining high levels of service and operational resilience. During the first half, our teams successfully supported customers across both Eurowag Office and legacy systems, maintaining stable and reliable operations throughout the transition. We continued to invest in automation and AI to improve customer support and operational efficiency. During the period, we began deploying our internally developed AI-enabled assistant for Customer Care teams, providing first-line teams with real- time guidance on common technical queries. This is helping increase first-contact resolution, reduce resolution times and limit unnecessary escalation to specialist technical teams. Early adoption and initial performance indicators have been encouraging, and we will continue to expand the use of AI and automation as the platform scales. We also continued to standardise operational processes across fleet management and our hardware supply chain, including onboard-unit installation, refurbishment and inventory management. Greater process standardisation, supplier diversification and increased hardware reuse are improving operational resilience and supporting a more efficient cost base as the number of connected trucks grows. Cybersecurity and business continuity remain fundamental to the reliability of Eurowag Office. During this period, we continued to strengthen our unified security framework, regulatory readiness and business continuity capabilities to support the growing scale and importance of the platform. Sustainability Sustainability remains embedded in our strategy and, increasingly, in the solutions we provide to customers. During the first half, we continued to support the decarbonisation of the Commercial Road Transport industry by expanding access to lower- carbon fuels and developing practical solutions that help customers reduce and report their emissions. As outlined above, our alternative fuel network continues to expand, while the development of our DaaS offering included the launch of Biofuel Swap and the implementation of automated sustainable biofuel certificates through Eurowag Office. We also continued to engage with policymakers and industry participants on the challenges of decarbonising road transport. In April, Eurowag was the main partner of the Clean Energy & Mobility Summit in Prague, bringing together policymakers, transport operators and industry leaders to discuss commercially viable pathways towards lower-carbon transport while maintaining the competitiveness of the European CRT industry. Supporting the people who keep the road transport industry moving also remains an important part of our sustainability agenda. During the first half, we launched the first in a series of on-the-road health initiatives for truck drivers, providing access to medical check-ups and physiotherapy on-site at our truck parks. The initiative addresses some of the health and well-being challenges associated with professional driving. We continued to invest in the health, safety and wellbeing of our employees, including through our annual Safety Day, which provided training and activities focused on operational safety, emergency preparedness, ergonomics and wellbeing across the Group. Board Update As previously announced, Linda Myers joined the Board as an independent Non-Executive Director on 2 February 2026 and was appointed Chair of the Remuneration Committee. Linda brings extensive experience across corporate law, governance, and capital markets, having held senior leadership roles at Kirkland & Ellis and board positions at publicly listed companies in the U.S. and Europe.
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Financial review1 (€m) Adjusted Adjusting items H1 2026 Adjusted Adjusting items H1 2025 Net revenue 179.5 - 179.5 162.2 - 162.2 EBITDA 70.6 (6.6) 63.9 63.9 (2.7) 61.2 EBITDA margin (%) 39.3% - 35.6% 39.4% - 37.7% Capitalised R&D (21.0) - (21.0) (17.9) - (17.9) Share-based payments 6.1 - 6.1 3.2 - 3.2 Cash EBITDA 55.7 (6.6) 49.0 49.2 (2.7) 46.5 Cash EBITDA margin (%) 31.0% - 27.3% 30.4% - 28.7% Depreciation, amortisation and impairments (25.9) (8.7) (34.6) (25.4) (9.3) (34.7) Share of net loss of associates 0.1 - 0.1 (0.8) - (0.8) Operating profit 44.8 (15.4) 29.4 37.7 (12.0) 25.7 Finance income 0.2 - 0.2 3.8 - 3.8 Finance costs (21.3) - (21.3) (13.8) - (13.8) Profit before tax 23.7 (15.4) 8.4 27.8 12.0 15.7 Income tax (6.1) (3.0) (3.1) (7.5) (2.4) (5.1) Profit after tax 17.6 (12.4) 5.2 20.2 (9.6) 10.6 Basic earnings per share (cents) 2.53 0.76 2.92 1.53 Notes: (1) Numbers may not cast due to rounding. As in prior years, the Group used adjusted and other performance measures in this announcement to provide additional insight into its underlying performance. Adjusting items comprise items within the statutory results that the Board considers to be: i) one-off by virtue of their size and/or nature, ii) related to strategic transformation programmes or ERP implementation relating to key IT systems, or iii) significant items outside the ordinary course of business. Adjusted measures exclude these items from statutory results. Reconciliations between statutory and adjusted measures are provided in Note 2 to the accompanying financial statements. Revenue (€m) H1 2026 H1 2025 YoY YoYchange (%) Revenue 1,377.1 1,162.2 214.9 18.5% Payment solutions 1,308.5 1,097.9 210.5 19.2% Mobility solutions 68.6 64.3 4.3 6.7% Net revenue 179.5 162.2 17.3 10.7% Payment solutions 110.9 97.9 13.0 13.3% Mobility solutions 68.6 64.3 4.3 6.7% Revenue increased by 18.5% year-on-year to €1,377.1m (H1 2025: €1,162.2m), primarily reflecting higher fuel prices, with a corresponding increase in the cost of energy sold. Revenue is reported net of Toll volumes charged to customers on behalf of Toll Operators. Total revenue, including Toll charges and net of customer discounts, increased by 18.0% to €2,352.2m (H1 2025: €1,994.2m), supported by continued growth in our EETS Toll solution. Net revenue increased by 10.7% to €179.5m, reflecting broad-based growth across services. Within our existing reporting structure, Payment Solutions net revenue increased by 13.3% year-on-year. Energy net revenue increased by 6.3%, demonstrating resilience through a volatile fuel market, while Toll net revenue increased by 25.7%, supported by continued expansion of our EETS offering and growth in the number of our onboard EVA units. During the period, we also expanded our EETS coverage with the addition of the Netherlands as our 14th EETS-licensed country. Mobility Solutions net revenue excluding non-CRT activities increased by 11.1% year-on-year, supported by growth across Tax Refund, Navigation and core CRT Fleet Management Solutions. Including non-CRT activities, Mobility
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Solutions net revenue increased by 6.8%. Non-CRT activities, which include services for LGVs, buses and passenger cars, are not core to our strategic focus on the CRT industry and heavy commercial vehicles, and we expect their contribution to reduce over time. Corporate expenses €m Adjusted Adjusting Items H1 2026 Adjusted Adjusting Items H1 2025 Employee expenses 62.4 1.9 64.3 54.4 0.2 54.6 Impairment losses of financial assets 7.5 - 7.5 7.2 - 7.2 Technology expenses 8.7 4.7 13.4 8.4 2.4 10.8 Other operating expenses 31.5 - 31.5 29.3 0.1 29.4 Other operating income (1.1) - (1.1) (1.0) - (1.0) Corporate expenses before depreciation and amortisation1 109.0 6.6 115.6 98.3 2.7 101.0 Depreciation and amortisation 25.9 8.7 34.6 25.4 9.3 34.7 Total corporate expenses 134.9 15.3 150.2 123.7 12.0 135.7 Notes: 1. Corporate expenses before depreciation and amortisation, consist of operating expenses, operating income and impairment losses of financial assets. Statutory corporate expenses increased by €14.5m to €150.2m (H1 2025: €135.7m), primarily reflecting higher employee expenses driven by continued investment in talent to support the Group's next phase of growth, salary inflation and changes in senior incentive programmes due to the introduction of a new long-term incentive plan (Super LTIP) in September 2025. Adjusted total corporate expenses increased by €11.2m to €134.9m (H1 2025: €123.7m), of which €8.0m related tohigher adjusted employee expenses which increased by 14.7% to €62.4m. Impairment losses on financial assets, mainly related to customer insolvencies, increased 4.2% to €7.5m (H1 2025: €7.2m). Importantly, the credit loss ratio improved to 0.3% of total revenues and toll volumes (H1 2025: 0.4%), with customer insolvencies remaining broadly better than anticipated and no material deterioration in underlying portfolio. Losses were concentrated primarily in Hungary, Poland and Romania, while credit risk management and cash collection processes in place continued to support portfolio performance. Adjusted technology expenses increased by 3.6% to €8.7m (H1 2025: €8.4m) reflecting continued investment in the Group's technology and cloud capabilities supporting our integrating digital platform. Adjusted other operating expenses grew 7.5% to €31.5m (H1 2025: €29.3m), primarily reflecting professional services, travel, marketing and facilities costs. Other operating income remained broadly stable at €1.1m (H1 2025: €1.0m). Adjusted depreciation and amortisation grew by 2.0% to €25.9m (H1 2025: €25.4m). Adjusting items in corporate expenses, and depreciation and amortisation (€m) H1 2026 H1 2025 M&A-related expenses 0.1 (0.2) Transformation expenses 1.3 - ERP implementation expenses 5.2 2.9 Adjusting items in operating expenses 6.6 2.7 Adjusting Items in depreciation and amortisation 8.7 9.3 Total Adjusting items 15.3 12.0
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In H1 2026, the Group incurred costs of €15.3m (H1 2025: €12.0m), which were considered Adjusting items and have been excluded from the calculation of Adjusted EBITDA and Adjusted profit before tax. M&A-related expenses of €0.1m relate to professional fees associated with evaluating potential opportunities for future growth. Last year we released a provision relating to the acquisition of Inelo. Transformation expenses were €1.3 million (H1 2025: nil), relating to a Group project launched in H2 2025 to drive operational efficiencies and support a scalable operating model. A further €5-7m is expected to be incurred during the remainder of 2026. ERP implementation expenses were €5.2m (H1 2025: €2.9m). A further €5-6m of expenses relating to this implementation is expected during the remainder of 2026. Amortisation of acquired intangibles decreased to €8.7m (H1 2025: €9.3m), primarily relating to intangible assets recognised from the acquisition of Inelo. Adjusted cash EBITDA (€m) H1 2026 H1 2025 YoY growth (%) Adjusted EBITDA 70.6 63.9 10.5% Capitalised R&D (21.0) (17.9) 17.3% Share based payments 6.1 3.2 90.6% Adjusted cash EBITDA (€m) 55.7 49.2 13.2% Adjusted cash EBITDA margin (%) 31.0% 30.4% 0.6pp Adjusted cash EBITDA increased 13.2% to €55.7m, (H1 2025: €49.2m) with a margin of 31.0% (H1 2025: 30.4%). Capitalised R&D totalled €21.0m (H1 2025: €17.9m), reflecting continued investment in integrated digital platform and supporting technology and data capabilities. Of the total, €14.7m related to product and platform development, and €6.3m invested in technology and data systems. Share based payments increased to €6.1m (H1 2025: €3.2m), reflecting post IPO share-based incentive awards and the long-term incentive plan (Super LTIP), approved by shareholders in the Extraordinary General Meeting ("EGM") in September 2025. Net finance expense Net finance expense increased to €21.0m in H1 2026 (H1 2025: €10.0m). Finance income decreased to €0.2m (H1 2025: €3.8m), mainly driven by a foreign exchange gain recognised in the prior-year period. Finance expenses increased to €21.3m (H1 2025: €13.8m), primarily reflecting an un-realised (non-cash) foreign exchange loss resulting mainly from the appreciation of the Hungarian forint against the euro during H1 2026. The increase was partially offset by lower interest expense of €8.9m (H1 2025: €10.5m). Taxation The Group's Adjusted effective tax rate decreased to 25.8% (H1 2025: 27.1%) reflecting improved tax efficiency across the Group. Corporate income tax rates across the Group's key tax jurisdictions remained unchanged compared to prior year: 21% in the Czech Republic, 25% in the UK, 19% in Poland, 22% in Slovenia, and 24% in Spain. Further details are provided in Note 8 of the accompanying financial statements. Earnings per share (EPS) Adjusted basic EPS declined by 13.4% to 2.53 cents per share (H1 2025: 2.92 cents per share) as a result of lower Adjusted profit before tax and an increase in the number of shares following the exercise of employee share
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options. Basic EPS decreased 50.3% to 0.76 cents per share, primarily reflecting lower statutory profit before tax due to higher net finance expenses, largely driven by foreign exchange losses during the period. Acquisition of non-controlling interests In May 2026, the Group exercised its option to acquire an additional 3.8% interest in FireTMS for a consideration of €1.8 million. Following H1 2026, the Group acquired an additional 7.6% interest in FireTMS upon payment of a consideration of €3.6 million on 8 July 2026, in accordance with the existing agreement. Further details are provided in Note 18 of the accompanying financial statements. Cash performance During the period, the Group reported a net debt outflow of €37.1m (H1 2025: inflow of €30.9m). The principal movements are set out in the table below: Management free cash flow (€m) H1 2026 FY 2025 H1 2025 Adjusted EBITDA 70.6 132.1 63.9 Non-cash items in Adjusted EBITDA 13.8 21.8 10.8 Tax (5.2) (10.3) (6.3) Net interest (7.9) (17.9) (9.2) Working capital (54.4) 52.2 0.9 Free cash 16.9 177.9 60.1 Adjusting items - cash (5.6) (11.3) (3.1) Capital expenditure1 (29.2) (54.0) (20.9) Payments related to previous acquisitions (1.8) (2.0) - Repayment of lease obligations (2.7) (5.3) (2.8) Dividend payments - (24.3) - FX (8.5) (11.6) 1.7 Other2 (6.2) (10.1) (4.1) Movement in net debt inflow/(outflow) (37.1) 59.3 30.9 Opening Net debt3 (216.2) (275.5) (275.5) Closing Net debt3 (253.3) (216.2) (244.6) Note: 1. Includes proceeds from sale of assets. 2. Other includes finance costs relating to factoring and bank guarantees and other non-cash adjusting items. 3. Please refer to Note 2 Alternative Performance Measures (APM's) of the accompanying financial statements. As of 30 June 2026, the Group's net debt position stood at €253.3m, compared with €216.2m as of 31 December 2025.Cash Tax paid decreased to €5.2m in H1 2026 (H1 2025: €6.3m), which includes advance tax payments and tax settlement(payment/refunds). Tax cash paid are lower compared to the previous year, mainly due to a lower tax liability based on thelatest tax assessment, resulting in lower advance payments. Net interest paid decreased to €7.9m (H1 2025: €9.2m), reflecting a reduction in the Group's average cost of borrowing. Non-cash items in Adjusted EBITDA of €13.8m (H1 2025: €10.8m) predominantly relate to share-based compensation issued post-IPO and movements in credit loss provisions. Working capital reflected an outflow of €54.4m in H1 2026 (H1 2025: inflow of €0.9m), as anticipated following the increase in fuel prices and associated working capital requirements. The outflow primarily reflects the timing of collections around the period end rather than a structural change in working capital. Cash adjusting items relates to ERP implementation expenses, transformation expenses and M&A-related expenses as outlined in Note 2 of the accompanying financial statements. Capital expenditure Capital expenditure in the first half of 2026 amounted to €26.5m (H1 2025: €24.7m), primarily reflecting continued investment in Eurowag Office, its services and technology and data capabilities. Capitalised R&D spend was €21.0m (H1 2025: €17.9m), of which €14.7m related to product and our digital platform, and €6.3m to the underlying technology and
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data systems supporting the platform and its future scalability. The remaining capital expenditure included €4.3m on onboard units ("OBUs") which support the delivery of toll and fleet management services and expand the connected vehicle base across our platform, and €1.2m on infrastructure mainly related to our truck park infrastructure, buildings and IT hardware. Financing facility and covenants Covenant Calculation Actual 30 June 2026 Interest cover The ratio of adjusted EBITDA1 to finance charges Min. 3.50 6.1 Net leverage The ratio of total net debt2 to adjusted EBITDA Max. 3.50 1.8 Adjusted net leverage The ratio of the adjusted total net debt3 to adjusted EBITDA Max. 6.50 3.5 Notes: 1. Please refer to Note 15 of the accompanying financial statements of this document for the definition of adjusted EBITDA for covenant calculations. 2. Total net debt includes financial lease liabilities and derivative liabilities. 3. Adjusted total net debt includes financial lease liabilities, derivative liabilities and banking guarantees. The Group's net leverage ratio improved to 1.8x (FY 2025: 1.9x) while Net debt increased to €253.3m (FY 2025: €216.2m). As of 30 June 2026, the Group remained compliant with all its financial covenants as shown in the table above. The Group continues to manage its working capital requirements through the use of uncommitted factoring facilities, with average financing limits of €152m and average utilisation of 83% (H1 2025: €150m and 78% respectively), together with the use of uncommitted reverse factoring facilities with average financing limits of €29m and average utilisation of 82% in H1 2026 (H1 2025: €22m and 55% respectively). The Group maintains a strong financial position, supported by leverage of 1.8x, significant covenant headroom and flexible working-capital facilities, providing financial flexibility as the business continues to grow. Capital allocation The Group's capital allocation priorities remain unchanged, supported by a disciplined approach to the balance sheet. Over recent periods, the Group has demonstrated its ability to generate cash and reduce leverage, with net leverage at 1.8x at the end of H1 2026, within our target range of 1.5x-2.5x. Our capital allocation strategy prioritises investment in organic growth, selective bolt-on M&A opportunities that support our strategy, continued deleveraging, and returning excess capital to shareholders where appropriate. Organic investment remains our primary priority, including continued investment in Eurowag Office and the technology and data capabilities supporting our integrated platform, with capitalised R&D expected to remain below our €50 million cap. Risk management Risk identification, assessment and management are central to the Group's internal control environment. The Group's risk management supports the effective identification, evaluation, mitigation, monitoring, and reporting of risks, while balancing risk management with the achievement of strategic objectives. A detailed description of the Group's principal risks, including trends in exposure and the associated mitigation measures is disclosed on pages 33 to 40 of the 2025 Annual Report and Accounts. Forward-looking Statements Certain information contained in this announcement constitutes "forward-looking statements", which may be identified by the use of terms such as "may", "will", "should", "expect", "anticipate", "project", "estimate", "intend", "continue," "target" or "believe"
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(or the negatives thereof) or other variations thereon or comparable terminology. Forward-looking statements include statements concerning the Group's plans, objectives, strategies, expectations, guidance, targets and future performance. Due to various risks and uncertainties, actual events or results or actual performance of the Company may differ materially from those reflected or contemplated in such forward-looking statements. Forward-looking statements are not guarantees of future performance and investors should not place undue reliance on them for their investment decisions. No representation or warranty (express or implied) is made as to the achievement or reasonableness of and no reliance should be placed on such forward-looking statements, which speak only as of the date of the announcement. Past performance should not be taken as an indication or guarantee of future results, and no representation or warranty, express or implied, is made regarding future performance. The Company and its Directors, officers, employees, agents, affiliates and advisers expressly disclaim any obligation or undertaking to release any updates or revisions to these forward-looking statements to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any statement is based after the date of this announcement, except as required by applicable law or regulation. Certain information contained herein is based on the Company's own estimates and internal research. Estimates have been made in good faith and represent the current beliefs of applicable members of the Company's management. While the Company believes that such estimates and research are reasonable and reliable, they, and their underlying methodology and assumptions, have not been verified by any independent source for accuracy or completeness and are subject to change without notice. By their nature, estimates are subject to uncertainty and actual outcomes may differ from those estimated. Accordingly, no representation or warranty (express or implied) is given to any recipient of this document that such estimates are correct or complete. By reading or accepting a copy of this document, you agree to be bound by the foregoing limitations. Consolidated income statement For the period ended 30 June 2026 2025 Adjusted Adjusting items* Total Adjusted Adjusting items* Total Note €000 €000 €000 €000 €000 €000 Revenue 3 1,377,086 - 1,377,086 1,162,183 - 1,162,183 Cost of sales (1,197,590) - (1,197,590) (999,997) - (999,997) Net Revenue 179,496 - 179,496 162,186 - 162,186 Operating expenses (128,491) (15,337) (143,828) (117,466) (12,046) (129,512) Other operating income 5 1,111 - 1,111 986 - 986 Impairment losses of financial assets (7,487) - (7,487) (7,178) - (7,178) Share of net profit/(loss) of associates accounted for using the equity method 116 - 116 (759) - (759) Operating profit 44,745 (15,337) 29,408 37,769 (12,046) 25,723 Finance income 6 233 - 233 3,812 - 3,812 Finance costs 7 (21,275) - (21,275) (13,811) - (13,811) Profit before income tax 23,703 (15,337) 8,366 27,770 (12,046) 15,724 Income tax expense 8 (6,115) 3,048 (3,067) (7,525) 2,401 (5,124) Profit for the period 17,588 (12,289) 5,299 20,245 (9,645) 10,600 Profit attributable to: Owners of the parent 17,521 (12,289) 5,232 20,181 (9,645) 10,536 Non-controlling interests 67 - 67 64 - 64 17,588 (12,289) 5,299 20,245 (9,645) 10,600 Earnings per share - basic and diluted (Note 9): 2026 cents 2025 cents Basic earnings per share 0.76 1.53 Diluted earnings per share 0.74 1.52 *Adjusting items are disclosed separately in the financial statements where it is necessary to do so to provide further understanding ofthe financial performance. See Note 2.
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Consolidated statement of comprehensive income For the period ended 30 June 2026 2025 Note €000 €000 Profit for the period 5,299 10,600 Other comprehensive income/(expense) Items that may be reclassified to profit or loss Change in fair value of cash flow hedge recognised in equity 4,328 634 Exchange differences on translation of foreign operations (55) 1,174 Deferred tax related to other comprehensive income - cash flow hedge (914) (133) Total items that may be reclassified to profit or loss 3,359 1,675 Total other comprehensive income (net of tax) 3,359 1,675 Total comprehensive income for the period 8,658 12,275 Total comprehensive income attributable to: Owners of the parent 8,597 12,209 Non-controlling interests 61 66 Total comprehensive income for the period 8,658 12,275 Consolidated statement of financial position Note 30 June 2026 (unaudited) €000 31 December 2025 €000 Assets Non-current assets Intangible assets 12 502,284 510,799 Property, plant and equipment 12 60,803 60,692 Right-of-use assets 18,329 17,069 Investments in associates 11 8,784 8,667 Deferred tax assets 14,012 13,635 Derivative assets 87 - Other non-current assets 13 7,652 7,218 611,951 618,080 Current assets Inventories 11,325 11,215 Trade and other receivables 13 504,274 372,850 Income tax receivables 1,340 1,667 Derivative assets 10 4,787 273 Cash and cash equivalents 92,032 116,524 613,758 502,529 Total assets 1,225,709 1,120,609 Liabilities Current liabilities Trade and other payables 14 561,163 472,176 Borrowings 15 117,581 99,885 Lease liabilities 5,477 5,395 Provisions 4,187 4,252 Income tax liabilities 11,366 11,602 Derivative liabilities 10 746 936 700,520 594,246 Net current liabilities (86,762) (91,717) Non-current liabilities Borrowings 15 227,759 232,792 Lease liabilities 13,655 12,647 Provisions 397 529 Deferred tax liabilities 27,647 28,842 Derivative liabilities 10 768 333 Other non-current liabilities 14 8,449 7,452 278,675 282,595
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Total liabilities 979,195 876,841 Net assets 246,514 243,768 Equity Share capital 8,186 8,148 Share premium 2,958 2,958 Merger reserve (25,963) (25,963) Other reserves 1,029 (2,338) Put option reserve (3,554) (5,392) Retained earnings 263,404 265,822 Equity attributable to equity holders of the Company 246,060 243,235 Non-controlling interests 454 533 Total equity 246,514 243,768 Consolidated statement of changes in equity For the period ended 30 June Attributable to owners of the parent Note Share capital Share premium Merger reserve Other reserves Putoption reserve Retained earnings Total Non-controlling interests Total equity €000 €000 €000 €000 €000 €000 €000 €000 €000 At 1 January 2025 8,120 2,958 (25,963) 114 (4,657) 281,370 261,942 374 262,316 Profit for theperiod - - - - - 10,536 10,536 64 10,600Othercomprehensive income - - - 1,673 - - 1,673 2 1,675 Total comprehensive income - - - 1,673 - 10,536 12,209 66 12,275 Share optionsexercised 28 - - - - - 28 - 28Transfer ofreserves - - - 2 - (2) - - - Share-basedpayments - - - - - 3,154 3,154 - 3,154Transactions withNCIin subsidiaries - - - - (429) - (429) - (429) Total transactions with ownersrecognised directly in equity 28 - - 2 (429) 3,152 2,753 - 2,753 At 30 June 2025 8,148 2,958 (25,963) 1,789 (5,086) 295,058 276,904 440 277,344 At 1 January 2026 8,148 2,958 (25,963) (2,338) (5,392) 265,822 243,235 533 243,768 Profit for the period - - - - - 5,232 5,232 67 5,299 Other comprehensive (expense)/income - - - 3,365 - - 3,365 (6) 3,359 Total comprehensive income - - - 3,365 - 5,232 8,597 61 8,658 Share options exercised 38 - - - - - 38 - 38 Transfer of reserves - - - 2 - (2) - - - Dividends to be paid* - - - - - (12,109) (12,109) - (12,109) Share-based payments - - - - - 6,107 6,107 - 6,107 Transactions with NCI in subsidiaries - - - - 1,838 (1,646) 192 (140) 52 Total transactions with owners recognised 38 - - 2 1,838 (7,650) (5,772) (140) (5,912)
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directly in equity At 30 June 2026 8,186 2,958 (25,963) 1,029 (3,554) 263,404 246,060 454 246,514 *Special dividend of 1.50p per ordinary share. Consolidated statement of cash flows For the period ended 30 June Unaudited 2026 2025 Note €000 €000 Cash flows from operating activities Profit before tax for the year 8,366 15,724 Non-cash adjustments: Depreciation and amortisation 34,639 34,687 Gain on disposal of non-current assets (191) (280) Interest income 6 (197) (362) Interest expense 7 8,870 10,549 Movements in provisions (197) 263 Impairment losses of financial assets 7,487 7,178 Movements in allowances inventories 44 61 Foreign currency exchange rate differences 208 (1,789) Fair value revaluation of derivatives and securities 59 60 Share-based payments 6,123 3,192 Other non-cash items (119) 762 Operating cash flows before movements in working capital 65,092 70,045 Changes in: Trade, contract and other receivables 13 (138,089) (74,925) Inventories (151) 3,962 Trade, contract and other payables 14 83,847 71,887 Cash generated from operations 10,699 70,969 Interest received 197 362 Interest paid (8,066) (9,553) Income tax paid (5,150) (6,276) Net cash (used in)/generated from operating activities (2,320) 55,502 Consolidated statement of cash flows (continued) For the period ended 30 June Unaudited 2026 2025 Note €000 €000 Cash flows from investing activities Proceeds from sale of property, plant and equipment 285 322 Purchase of property, plant and equipment (7,470) (6,118) Purchase of intangible assets (22,053) (15,128) Net cash used in investing activities (29,238) (20,924) Cash flows from financing activities
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Unaudited Payment of principal elements of lease liabilities (2,704) (2,756) Proceeds from borrowings 36,500 25,000 Repayment of borrowings (24,616) (33,456) Acquisition of non-controlling interests (1,785) - Proceeds from issued share capital (net of expenses) 38 28 Net cash generated from/(used in) financing activities 7,433 (11,184) Effect of exchange rate changes on cash and cash equivalents (368) - Net (decrease)/increase in cash and cash equivalents (24,124) 23,394 Net cash and cash equivalents at the beginning of the period 116,524 107,428 Net cash and cash equivalents at the end of the period 92,032 130,822 1. PRINCIPAL ACCOUNTING POLICIES W.A.G Payment Solutions plc (the "Company" or the "Parent") is a public limited company incorporated anddomiciled in the United Kingdom and registered under the laws of England & Wales under company number13544823 with its registered address at Third Floor (East), Albemarle House, 1 Albemarle Street, London W1S4HA. Basis of preparation The condensed interim financial statements for the six-months ended 30 June 2026 have been prepared in accordance with UK-adopted IAS 34 Interim Financial Reporting and the Disclosure and Transparency Rules of the Financial Conduct Authority. It has been prepared on a basis consistent with that adopted in the previous year. The condensed interim financial statements should be read in conjunction with the Annual Report and Consolidated financial statements for the year ended 31 December 2025, which have been prepared in accordance with UK-adopted International Accounting Standards (UK-adopted IFRS). The condensed interim financial statements have been prepared under the historical cost convention except for derivative financial instruments and unquoted investments which are stated at their fair value. The interim condensed financial statements are presented in EUR and all values are rounded to the nearest thousand (€000), except where otherwise indicated. These condensed interim financial statements do not comprise statutory accounts within the meaning ofSection 434 of the Companies Act 2006. Statutory accounts for the year ended 31 December 2025 wereapproved by the Board of directors on 24 March 2026 and delivered to the Registrar of Companies. The reportof the auditors on those accounts was unqualified, did not contain an emphasis of matter paragraph and didnot contain any statement under section 498 of the Companies Act 2006. These condensed interim financial statements for the half year period (from 1 January 2026 to 30 June 2026) were approved for issue on 9 September 2026 and have been neither reviewed nor audited by the auditors. There is no significant seasonality of Group's operations. Going concern The financial statements have been prepared on a going concern basis. Having considered the ability of the Company and the Group to operate within its existing facilities and meet its debt covenants, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. The adoption of the going concern basis is based on an expectation that the Group will have adequate resources to continue in operational existence at least until December 2027. The Directors considered the Group's business activities, together with the principal risks and uncertainties,likely to affect its future performance and position. For the purpose of this going concern assessment, theDirectors have considered the Group's forecasts and strategic plan for the period to December 2027. The reviewalso included the financial position of the Group, its cash flows and adherence to its banking covenants. The
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Group has access to a Club Finance Facility which comprises of two amortizing loans, a revolving credit facility("RCF") together with additional incremental lines all of which mature in March 2029. See Note 15 for thecovenant assessment as at 30 June 2026. The Directors have reviewed the financial forecasts across a range of scenarios and prepared both a base case and severe but plausible downside case. The severe downside case assumes a deterioration in trading performance relating to a decline in product demand, as well as supply chain risks. These downsides would be partly offset by the application of mitigating actions to the extent they are under management's control, including deferrals of capital and operating expenditure and potential future dividends. The Directors have also considered the impact of climate-related matters on the Group's going concern assessment, and do not expect this to have a significant impact on the going concern assessment throughout the forecast period. On consideration of the above, the Directors believe that the Group has adequate resources to continue in operational existence for the forecast period to December 2027 and the Directors therefore consider it appropriate to continue to adopt the going concern basis in preparing the 2026 interim financial statements. Since performing their assessment, there have been no subsequent changes in facts and circumstances relevant to the Directors' assessment of going concern. Basis of consolidation The consolidated financial statements comprise the financial statements of the Company and its subsidiaries. Control is achieved when the Group is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Summary of significant accounting policies information The significant accounting policies used in preparing the consolidated financial statements are set out in the Annual Report and Accounts. These accounting policies have been consistently applied in all material respects to all periods presented. 2. ALTERNATIVE PERFORMANCE MEASURES ("APMs") Throughout the consolidated financial statements, which are prepared and presented in accordance with IFRS, the Group presents various alternative performance measures (APMs) in addition to those reported under IFRS. The APMs are reviewed by the Chief Operating Decision Maker ("CODM") together with the main Board and analysts who follow the performance of the Group in assessing the performance of the business. The Group uses APMs to provide additional information to investors and to enhance their understanding of its results. The APMs should be viewed as complementary to, rather than a substitute for, the figures determined according to IFRS. Moreover, these metrics may be defined or calculated differently by other companies, and, as a result, they may not be comparable to similar metrics calculated by the Group's peers. Explanations of how they are calculated and how they are reconciled to an IFRS statutory measure are set out below: Revenue and toll volumes Revenue corresponds to segmental revenue from contracts with customers. In addition to revenue, the Groupmonitors a combined operational metric incorporating toll volumes. Toll volumes represent the value of tollcharges incurred by customers. Although toll volumes are not recognised as revenue or cost of sales inaccordance with IFRS due to the Group's role as an agent, they constitute a significant indicator of underlyingbusiness activity and have a material impact on working capital. This APM has been introduced to provideclearer insight into the drivers of working capital movements, as IFRS revenue does not fully reflect theoperational activity that influences cash flows. Toll volumes have a direct and material impact on cash inflowsand outflows, and incorporating them into this APM enables investors and analysts to better understand theunderlying factors affecting working capital. Unaudited 30 June 2026 30 June 2025 €000 €000
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Revenue 1,377,086 1,162,183 Toll volumes 975,091 832,059 Total 2,352,177 1,994,242 EBITDA EBITDA is defined as operating profit before depreciation and amortisation. Adjusted EBITDA Adjusted EBITDA is defined as EBITDA before Adjusting items. Adjusting item Definition Exclusion justification M&A-related expenses Fees and other costs relating to the Group's acquisition activity M&A-related expenses vary according to non-recurring acquisitionactivity of the Group. Exclusion of these costs enhances comparabilityof the Group's results over time. ERP implementation costs Costs related to transformationof key IT systems ERP implementation costs comprise expenditures incurred as part ofthe Group's strategic transition to a new SAP-based enterpriseplatform. The program is designed to significantly enhance coreoperational capabilities, standardize processes and strengthen theGroup's technology foundation to support future growth. These costsprimarily relate to design, configuration, and implementation activitiesthat do not meet capitalisation criteria and are therefore presented asan EBITDA adjusting item due to their scale and infrequent nature ofsuch significant projects. Transformationexpenses Costs related to transition to anew operating model In 2025, the Group launched a new project targeting operationalefficiency across the Group. The project is accompanied with asignificant termination cost. These costs relate to a significant, one-offrestructuring and are not reflective of ongoing operating performance. Adjusted EBITDA reconciliation Unaudited H1 2026 H1 2025 €000 €000 Profit before tax 8,366 15,724 Intangible assets amortisation 26,627 26,446 Tangible assets depreciation 5,407 4,996 Right of use depreciation 2,605 3,245 Depreciation and amortisation 34,639 34,687 Net finance cost and share of net loss of associates 20,926 10,758 EBITDA 63,931 61,169 M&A-related expenses 60 (178) ERP implementation costs 5,242 2,922 Transformation expenses 1,335 - Adjusting items 6,637 2,744 Adjusted EBITDA 70,568 63,913 The Group has incurred acquisition related costs which are primarily professional fees in relation to M&Aactivities, consisting of various activities to explore further opportunities for growth. Prior year expenses arerepresented by accrual reversals exceeding the invoiced expense. ERP implementation costs of €5.2 million (H1 2025: €2.9 million) are related to the implementation of our ERPsystem, which went live in January 2024. Transformation expenses of €1.3 million (H1 2025: €nil) relate to a project implementing a new target operatingmodel aimed at increasing accountability and efficiency across the Group. Adjusted EBITDA margin Adjusted EBITDA margin represents Adjusted EBITDA for the period divided by net revenue. Adjusted cash EBITDA
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Adjusted cash EBITDA is Adjusted EBITDA less capitalised research and development costs plus share-based payments. Unaudited H1 2026 H1 2025 €000 €000 Adjusted EBITDA 70,568 63,913 Capitalised research and development costs (Note 12) (20,960) (17,861) Share-based payments 6,123 3,192 Adjusted cash EBITDA 55,731 49,244 Adjusted earnings (net profit) Adjusted earnings are defined as profit after tax from continuing operations before Adjusting items. Adjusted earnings reconciliation Unaudited H1 2026 H1 2025 €000 €000 Profit for the period from continuing operations 5,299 10,600 Amortisation of acquired intangibles 8,700 9,302 Adjusting items affecting Adjusted EBITDA 6,637 2,744 Tax effect (3,048) (2,401) Adjusted earnings (net profit) 17,588 20,245 Amortisation charges of €8.7 million relate to the amortisation of acquired intangibles in 2026 (H1 2025: €9.3million) comprised mainly of the acquisition of Inelo. Adjusted basic earnings per share Adjusted basic 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. Adjusted earnings per share measures: Unaudited H1 2026 H1 2025 Net profit attributable to equity holders (€000) 5,232 10,537 Adjusting items affecting Adjusted EBITDA 6,637 2,744 Amortisation of acquired intangibles 8,698 9,299 Tax impact of above adjustments (3,048) (2,401) Adjusted net profit attributable to equity holders (€000) 17,519 20,179 Basic weighted average number of shares 692,758,634 690,509,787 Adjusted basic earnings per share (cents/share) 2.53 2.92 Effects of dilution from share options 11,546,145 3,819,814 Diluted weighted average number of shares 704,304,779 694,329,601 Adjusted diluted earnings per share (cents/share) 2.49 2.91 Adjusted effective tax rate Adjusted effective tax rate is calculated by dividing the Adjusted tax expense by the Adjusted profit before tax,representing the rate of tax that would have been incurred on profit before Adjusting items. Adjusted effective tax rate is as follows: Unaudited H1 2026 H1 2025 €000 €000 Accounting profit before tax 8,366 15,724
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Adjusting items affecting Adjusted EBITDA 6,637 2,744 Amortisation of acquired intangibles 8,700 9,302 Adjusted profit before tax (A) 23,703 27,770 Accounting tax expense 3,067 5,124 Tax effect of above adjustments 3,048 2,401 Adjusted tax expense (B) 6,115 7,525 Adjusted earnings (A-B) 17,588 20,245 Adjusted effective tax rate (B/A) 25.80% 27.10% The decrease of Adjusted effective tax rate is primarily driven by improved tax efficiency. Net debt/cash Net debt/cash represents cash and cash equivalents less interest-bearing loans and borrowings. 3. REVENUE Net revenue - geographical location The geographical analysis is derived from the base location of responsible sales teams, rather than reflecting the geographical location of the actual transaction. Unaudited H1 2026 H1 2025 €000 €000 Czech Republic ("CZ") 25,319 21,837 Poland ("PL") 50,357 43,825 Central Cluster (excluding CZ and PL) 24,906 19,481 Portugal ("PT") 8,067 7,346 Western Cluster (excluding PT) 5,878 6,936 Romania ("RO") 23,618 21,978 Southern Cluster (excluding RO) 37,503 37,813 Other 3,848 2,971 Total 179,496 162,186 Segment revenue from contracts with customers - geographical location Unaudited H1 2026 H1 2025 €000 €000 Czech Republic 245,053 197,494 Poland 279,105 232,717 Central Cluster (excluding CZ and PL) 186,180 170,295 Portugal 142,678 57,882 Western Cluster (excluding PT) 82,632 45,887 Romania 195,717 184,043 Southern Cluster (excluding RO) 241,749 269,841 Other 3,972 4,024 Total 1,377,086 1,162,183 4. FINANCIAL PERFORMANCE BY SEGMENT Six months ended 30 June 2026 (unaudited) Payment solutions €000 Mobility solutions €000 Central €000 Total €000 Segment revenue 1,308,444 68,642 - 1,377,086 Net revenue 110,854 68,642 - 179,496 Operating profit/(loss) 93,460 46,692 (110,744) 29,408 Net finance cost - - (21,042) (21,042) Profit/(loss) before tax 93,460 46,692 (131,786) 8,366
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Six months ended 30 June 2025 (unaudited) Payment solutions €000 Mobility solutions €000 Central €000 Total €000 Segment revenue 1,097,896 64,287 - 1,162,183 Net revenue 97,899 64,287 - 162,186 Operating profit/(loss) 82,489 43,301 (100,067) 25,723 Net finance cost - - (9,999) (9,999) Profit/(loss) before tax 82,489 43,301 (110,066) 15,724 5. OTHER OPERATING INCOME Other operating income for the respective periods was as follows: Unaudited H1 2026 H1 2025 €000 €000 Other income 1,111 986 Total 1,111 986 6. FINANCE INCOME Finance income for the respective periods was as follows: Unaudited H1 2026 H1 2025 €000 €000 Foreign exchange gain - 3,450 Gain from the revaluation of securities and derivatives 35 - Interest income 197 362 Other 1 - Total 233 3,812 Foreign exchange gain in H1 2025 is primarily caused by appreciation of Czech Koruna. 7. FINANCE COSTS Finance costs for the respective periods were as follows: Unaudited H1 2026 H1 2025 €000 €000 Bank guarantees fee 1,124 750 Interest expense 8,870 10,549 Factoring fee 2,957 2,512 Foreign exchange loss 8,324 - Total 21,275 13,811 Foreign exchange loss in H1 2026 is primarily caused by appreciation of Hungarian forint. 8. INCOME TAX The taxation charge for the interim period has been calculated based on estimated effective tax rate for the halfyear of 36.7% (six months ended 30 June 2025: 32.6%). The effective tax rate increased, primarily due to lowerstatutory profitability, while the majority of non-deductible expenses, mainly interest expense related toacquisition financing and share-based payments, remained broadly in line with the prior year. The effective taxrate also continues to be impacted by sector-specific taxes in Hungary and the Romanian minimum fuel tax,both of which remain in effect through FY26. Corporate income tax rate in the key tax jurisdictions for the Groupremained unchanged in 2026 compared to prior year - 21% in the Czech Republic, 25% in the UK, 19% in Poland,22% in Slovenia, and 24% in Spain.
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Adjusted effective tax rate decreased from 27.1% to 25.8%. Further details are provided in Note 2 of theaccompanying condensed interim financial statements. As of 30 June 2026, the Group had successfully completed the Pillar 2 filing requirements. Based on the 2024CbCR report and the OECD Pillar 2 calculations, the Group benefited from the De minimis and/or SimplifiedEffective Tax Rate safe harbours in most countries. For the most significant countries with substantialprofitability (Czech Republic, Poland, Slovenia, Slovakia and Spain), the simplified effective tax rate exceeded therequired threshold of 15%. As expected, top-up tax was payable only in Bulgaria due to its statutory corporateincome tax rate of 10%. Given the relatively small size of the Bulgarian entities, the financial impact on theGroup was immaterial. 9. EARNINGS PER SHARE All ordinary shares have the same rights. Basic EPS is calculated by dividing the net profit / (loss) 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 / (loss) for the period attributable to equity holders of the Group by the weighted average number of ordinary shares outstanding during the period, plus the weighted average number of shares that would be issued if all dilutive potential ordinary shares were converted into ordinary shares. Adjusted basic 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. Adjusted diluted EPS is calculated by dividing the Adjusted earnings (net profit) for the period attributable to equity holders of the Group by the weighted average number of ordinary shares outstanding during the period, plus the weighted average number of shares that would be issued if all dilutive potential ordinary shares were converted into ordinary shares. In periods where a net loss is recognised, the impact of potentially dilutive outstanding share-based awards is excluded from the calculation of diluted loss per share as their inclusion would have an antidilutive effect. The following reflects the income and shares data used in calculating EPS: Unaudited H1 2026 H1 2025 Net profit attributable to equity holders (€000) 5,232 10,536 Basic weighted average number of shares 692,758,634 690,509,787 Effects of dilution from share options 11,546,145 3,819,814 Total number of shares used in computing dilutive earnings per share 704,304,779 694,329,601 Basic earnings per share (cents/share) 0.76 1.53 Diluted earnings per share (cents/share) 0.74 1.52 Options Options granted to employees under share-based payments are considered to be potential ordinary shares. They have been included in the determination of diluted earnings per share assuming the performance criteria would have been met based on the Group's performance up to the reporting date, and to the extent to which they are dilutive. The options have not been included in the determination of basic earnings per share as their performance conditions have not been met. 10. FAIR VALUE MEASUREMENT The following table provides the fair value measurement hierarchy of the Group's assets and liabilities. Fair value measurement hierarchy for assets and liabilities as at 30 June 2026 (unaudited): Date of valuation Fair value measurement using Total €000Note Quoted prices in active markets (Level 1) Significant observable inputs (Level 2) €000 Significant unobservable inputs (Level 3) €000
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€000 Assets measured at fair value Derivative financial assets Foreign currency forwards 30 June 2026 - 4,714 - 4,714 Interest rate swaps 30 June 2026 - 160 - 160 Liabilities measured at fair value Derivative financial liabilities Foreign currency forwards 30 June 2026 - 607 - 607 Interest rate swaps 30 June 2026 - 907 - 907 There have been no transfers between Level 1, Level 2 and Level 3 during the six months ended 30 June 2026. Fair value measurement hierarchy for assets and liabilities as at 31 December 2025: Date of valuation Fair value measurement using Total €000Note Quoted prices in active markets (Level 1) €000 Significant observable inputs (Level 2) €000 Significant unobservable inputs (Level 3) €000 Assets measured at fair value Derivative financial assets Foreign currency forwards 31 December 2025 - 273 - 273 Liabilities measured at fair value Derivative financial liabilities Foreign currency forwards 31 December 2025 - 4 - 4 Put options 31 December 2025 - - 16 16 Interest rate swaps 31 December 2025 - 1,249 - 1,249 There have been no transfers between Level 1, Level 2 and Level 3 during the year ended 31 December 2025. Specific valuation techniques used to value financial instruments include: · for interest rate swaps - the present value of the estimated future cash flows based on observable yield curves; · for foreign currency forwards - the present value of future cash flows based on the forward exchange rates at the balance sheet date; · for put options - option pricing models (Monte Carlo); and · for other financial instruments - discounted cash flow analysis. Management assessed that the fair values of cash and cash equivalents, trade and other receivables and trade and other payables approximate 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, and the credit rating of the Company has not significantly changed since refinancing in June 2024. The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. 11. INVESTMENTS IN SUBSIDIARIES AND ASSOCIATES There were no new acquisitions in 2026. Acquisition of non-controlling interests On 15 May 2026, the Group acquired additional 3.8% interest in FireTMS for a consideration of €1.8 million. 12. INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENT 2026 2025 €000 Intangible assets Property, plant and equipment Intangible assets Property, plant and equipment Cost Opening balance as at 1 January 785,802 105,979 741,894 97,156
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2026 2025 €000 Intangible assets Property, plant and equipment Intangible assets Property, plant and equipment Transfers - - (656) 656 Additions 20,960 5,504 41,391 15,097 Disposals (103) (2,629) (258) (6,481) Translation differences (4,244) 80 3,431 (449) Closing balance at 30 June (unaudited) / 31 December 802,415 108,934 785,802 105,979 Accumulated amortisation / depreciation Opening balance as at 1 January (275,003) (45,287) (224,387) (41,031) Amortisation / depreciation (26,627) (5,407) (49,605) (9,461) Disposals 40 2,446 185 4,585 Translation differences 1,459 117 (1,196) 620 Closing balance at 30 June (unaudited) / 31 December (300,131) (48,131) (275,003) (45,287) Net book value As at 1 January 510,799 60,692 517,507 56,125 As at 30 June 2026 (unaudited) /31 December 2025 502,284 60,803 510,799 60,692 Impairment testing At 31 December 2025 the Group tested intangible assets with an indefinite useful life for impairment and no impairment was recognized. As at 30 June 2026, the Group did not identify any indicators of impairment. The key assumptions used to determine the recoverable amount for the different CGUs are disclosed and further explained in the annual consolidated financial statements for the year ended on 31 December 2025. 13. TRADE, OTHER RECEIVABLES AND OTHER NON-CURRENT ASSETS 30 June 2026 (unaudited) 31 December 2025 €000 €000 Current Trade receivables 409,298 289,900 Receivables from tax authorities 11,362 13,359 Advances granted 8,802 9,338 Unbilled revenue 7,927 8,378 Miscellaneous receivables 3,313 1,671 Tax refund receivables 50,147 37,900 Prepaid expenses and accrued income 7,607 7,353 Contract assets 5,818 4,951 Total Trade and other receivables 504,274 372,850 Non-current Contract assets 6,354 5,460 Prepaid expenses and accrued income 1,090 1,419 Advances granted 206 336 Other receivables 2 3 Total Other non-current assets 7,652 7,218 14. TRADE, OTHER PAYABLES AND OTHER LIABILITIES 30 June 2026 (unaudited) 31 December 2025 €000 €000 Current Trade payables 448,204 344,018 Employee related liabilities 20,493 26,168
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Advances received 16,918 17,818 Miscellaneous payables 35,956 45,587 Payables to tax authorities 19,035 19,710 Contract liabilities 9,468 9,273 Refund liabilities 7,535 4,211 Put option redemption liability - 5,391 Deferred acquisition consideration 3,554 - Total Trade and other payables 561,163 472,176 Non-current Contract liabilities 7,543 6,992 Employee related liabilities 588 261 Other liabilities 318 199 Total Other non-current liabilities 8,449 7,452 15. INTEREST-BEARING LOANS AND BORROWINGS On 16 December 2025, the Group signed a utilisation request for the remaining Incremental Facility in theamount of €16.5 million. The loan was utilised on 2 January 2026. In May 2026, the financing banks approved a new limit for bank guarantees utilised beyond the Club of banks. The limit has increased by €30 million. The Group entered into an amendment agreement dated 29 June 2026 which increases the revolving facilitylimit by €30 million. The Group complied with all financial covenants under the Club Finance facility as of 30 June 2026 and 31 December 2025, and forecasts compliance for the going concern period based on the revised terms as described above. Financial covenant terms of the Club Finance facility were as follows: Covenant Calculation Target 30 June 2026 Interest cover the ratio of adjusted EBITDA to finance charges Min 3.50 6.13 Net leverage the ratio of total net debt (covenants) to adjusted EBITDA Max 3.50 1.82 Adjusted net leverage the ratio of the adjusted total net debt (covenants) to adjusted EBITDA Max 6.50 3.50 For covenants calculation, APMs are defined differently by the Club Finance facility to those disclosed in Note 2: · adjusted EBITDA represents full year adjusted EBITDA of companies acquired during the period, with restrictions to the level of adjusting items for the year as a percentage of Adjusted EBITDA; · net debt (covenants) includes lease liabilities and derivative liabilities, and · adjusted total net debt (covenants) includes face amount of guarantees, bonds, standby ordocumentary letter of credit or any other instrument issued by a bank or financial institution in respectof any liability of the Group. 16. FINANCIAL RISK MANAGEMENT The Group is exposed to a variety of financial risks including foreign currency risk, fair value interest rate risk, credit risk and liquidity risk. The condensed interim financial statements do not include all financial risk management information and disclosures required in the annual financial statements; they should be read in conjunction with the Group's annual financial statements as at 31 December 2025 (Note 30, Financial risk management). There have been no changes in any risk management policies since the year end. 17. RELATED PARTY DISCLOSURES Company
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The Company controlling the Group is disclosed in Note 1. Subsidiaries As at 30 June 2026, there were the following changes in the Group's subsidiaries: Name Principal activities Country of incorporation Registered address Effective economic interest 2026 2025 FireTMS.com GmbH Mobility solutions Germany Stresemannstraße 123C, 10963 Berlin, Germany 92.40% 88.60% FIRETMS.COM Sp. z o.o. Mobility solutions Poland 44-200 Rybnik, ul. 3 Maja 30, Poland 92.40% 88.60% MYWEBEYE IBÉRIA, LDA (merged with W.A.G. payment solutions PT Unnipessoal, LDA) Mobility solutions Portugal Rua das Industrias, n˚ 236, 1˚, Sala 104, Trofa, 4785 - 625, Portugal - 100% In May 2026, the Group executed the option and acquired additional share of 3.8% in FireTMS investment. Remaining share (7.6%) was acquired in July 2026. Key management personnel compensation Key management personnel compensation is disclosed in the table below. Unaudited H1 2026 H1 2025 €000 €000 Key management* Key management* Wages and salaries 3,558 3,934 Social security and health insurance 599 588 Option plans 5,396 2,509 Total employee expense 9,553 7,031 *Includes the members of the Board and Executive Committee of W.A.G payment solutions plc. Ultimate controlling party The Company is the ultimate parent entity of the Group and it is considered that there is no ultimate controlling party. Decision making is made collectively by the Board of Directors or by Board sub- committees on behalf of the Board. The Board is the first to approve many of the items brought to vote at the Annual General Meeting (e.g. Directors' appointments and resignations, authority to allot shares, annual accounts approval, appointment of auditors). Mr Vohánka does not control either the Board of Directors or its sub-committees. DividendsDividends are disclosed in the Consolidated Statement of Changes in Shareholders' Equity andsubsequent events (Note 18). Transactions with other related parties Unaudited H1 2026 H1 2025 €000 €000 Sale of various goods and services to entities controlled by key management personnel - 1 Purchases of various goods and services from entities controlled by key management personnel* 845 954 Purchases of various goods and services from associates 16 40 Sale of W.A.G Payment solutions plc shares to key management personnel 38 28 * The Group acquired the following goods and services from entities that are controlled by members of the Group's key management personnel: software development, consultancy. 30 June 2026(unaudited) 31 December2025
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€000 €000 Trade payables to entities controlled by key management personnel 141 134 Trade payables to associates - 45 18. SUBSEQUENT EVENTS Acquisition of non-controlling interests Based on the agreement from 15 May 2026, the Group acquired additional 7.6% interest in FireTMS upon payment of a consideration of €3.6 million on 8 July 2026. Paid dividends On 22 July 2026, the Group paid out to its shareholders special dividend in the amount of €12.1 million. This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authorityto act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this informationmay apply. For further information, please contact rns@lseg.com or visit www.rns.com. RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the informationcontained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. Forfurther information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy. END