Fastned B.V. — Annual Report 2019

Mar 31, 2020

Table of Contents

Key figures	8
Our philosophy	11
Message from the CEO	12
Part 1 - Management Report	15
Business review 2019	16
Business & market outlook	23
Financial review	24
Risks and risk management	31
Corporate Governance	34
Remuneration report	37
Supervisory board report	41
Members of the FAST board	45
Members of the management board	46
Members of the supervisory board	47
In control and responsibility statements	48
Non IFRS Measures	49
Part 2 - Financial Statements	51
Consolidated statement of profit or loss	52
Consolidated statement of comprehensive income	53
Consolidated statement of financial position	54
Consolidated statement of changes in equity	55
Consolidated statement of cash flows	56
Notes to the consolidated financial statements	57
1. General information	57
2. Significant accounting policies	58
3. Significant accounting estimates, judgements and errors	70
4. Capital management	72
5. Group information	73
6. Revenue and segment information	74
7. Cost of sales	75
8. Other income/expense	75
9. Income tax	77
10. Earnings per share	78
11. Other intangible assets	79
12. Property, plant and equipment	79
13. Right-of-use assets	81
14. Financial assets and financial liabilities	82

15. Trade and other receivables and prepayments	88
16. Cash	89
17. Issued capital and reserves	89
18. Trade and other payables	90
19. Lease liabilities	91
20. Provisions	91
21. Deferred revenues	92
22. Share-based payments	92
23. Commitments and contingencies	95
24. Related party disclosures	95
25. Key events post reporting date	97
26. Remuneration of auditors	97
27. Standards issued but not yet effective	97
Parent company financial statements	99
Parent company statement of profit or loss	99
Parent company statement of financial position	100
Notes to the parent company financial statements	101
28. Other expenses	101
29. Property, plant and equipment	102
30. Right-of-use assets	103
31. Investments in subsidiaries	104
32. Loans to and from subsidiaries	105
33. Loans to related parties	105
34. Trade and other receivables and prepayments	106
35. Cash	106
36. Trade and other payables	106
37. Lease Liabilities	107
Signing of the financial statements	109
Other information	109
Independent Auditor's Report	110
Cautionary statement	118

Fastned at a glance

We are Fastned. We are building a European network of fast charging stations to give freedom to electric drivers and accelerate the transition to sustainable mobility. We create value by building a network of highly scalable stations in a fast growing market.

9.9% Utilisation

4.5M Revenues related to charging

At end of year Each electric kilometer driven displaces a

kilometer driven on fossil fuels. Fastned only delivers electricity from the sun and wind. For each kWh delivered in 2019 we assume 0.785 Kg CO2 is avoided.

,

tons of CO2

tons of CO2 avoided in total

1 Based on 5 km per kWh and average fleet emissions in 2019 of 0.157 Kg/CO2

Revenues per annum (mln €)

114 Stations

FEV adoption is growing in Fastned's core markets1

Our strategy is to:

1

• 1. Acquire great locations ahead of the market,
• 1. accelerate growth by rapidly scaling capacity,
• 1. continuously refine operational procedures, systems and software,
• 1. increasingly benefit from scale & network effects, and
• 1. investigate, develop and implement business extensions.

42,805 Active customers

174K Charging sessions

Charging customers ('000)

In 4th Quarter

68 kWh kWh per active customer

Network

• Operational
• Construction in preparation
• Expansion in preparation

Local offices DE - Cologne BE - Ghent UK - London FR - Paris CH - Zürich

NL - Amsterdam

Key figures

Location development (cumulative)	2019	2018	2017	2016	2015	2014
Acquired locations1	259	212	195	166	149	109
Municipality permits	147	138	114	99	82	56
Grid connections	138	117	93	73	59	31
Number of stations operational	114	85	63	57	50	19
Key figures (per year)
Active Customers2	42,805	17,923	6,279	3,177	1,654	535
MWh delivered	7,969	2,903	1,006	461	129	38
from sale of electricity Revenues (€'000)	3,821	1,314	531	227	76	9
Revenues related to charging (€'000)	4,548	1,638	556	261	76	9
Total revenues (€'000)	6,398	1,638	556	261	76	9
Number of Fastned employees (FTE)	47	40	24	21	24	19

Overall company

¹ Acquired locations are locations for which a land lease is issued and/or public permission has been issued or will be issued by an authority e.g. as a consequence of an award of tender. It therefore also includes operational stations.

² Defined as: charged at least once in the last quarter of the relevant year

Station economics

Average station economics, based on Q4 annualised revenues

€'000	Q4 2019 annualised	Q4 2018 annualised
Q4 Fastned revenue related to charging, per station and annualised	60.6	35.7
Q4 Fastned gross margin related to charging, per station and annualised	50.9	26.2
Gross margin %	84%	74%
Operating costs per station (excluding expansion costs, based on full year average)	30.8	33.3
Operational EBITDA per station (A)	20.1	(7.1)
Initial investment per station (average initial investment of all stations, including IFRS16 lease, per YE) (B)	307	255
ROIC (A / B)	6.6%	(2.8%)

Example top station economics, based on December annualised revenues

€'000
Annualised December revenues (electricity only)	195
Assumed gross margin (electricity only)%	80%
Gross margin (electricity only)	156
Operating costs per station (excluding expansion costs)	30.8
Operational EBITDA (A)	125
Initial investment (including IFRS16 lease) (B)	660
ROIC (A / B)	19%

-

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Our philosophy

Electric vehicles are coming

Fastned believes that the world is on the cusp of a massive shift from combustion engines powered by fossil fuels to fully electric vehicles (FEVs) powered by renewable energy: the 'Autowende'. The Autowende is driven by continuous improvements in battery technology leading to fully electric vehicles becoming cheaper than fossil fuel vehicles, stronger government regulation of vehicle emissions, and the rapidly changing public perception of internal combustion engine vehicles. Finally, the benefits of driving electric cars in terms of comfort and performance will accelerate their adoption.

We deliver freedom

Fastned is creating a widespread network of fast charging stations that gives electric vehicle drivers the freedom to go where they want in the most convenient way. This freedom is provided by an extremely reliable network where customers can enjoy a flawless charging experience. Delivering an outstanding customer experience is crucial for continuing sustainable growth in the number of loyal customers and the usage of our network.

When you're going places, faster charging is better

Faster charging stations makes driving an electric car more attractive to more people because they continue their journey faster. Faster charging could also allow people without a private driveway to own a full electric vehicle. In the near future they can fast charge sufficient energy for a week's regular driving in less than half an hour. For commercial vehicles such as taxis and delivery trucks, faster charging is important as it allows these vehicles to spend more time driving. From a commercial perspective, faster charging allows us to sell more kWh during the time that customers spend at our stations.

Large fast charging stations allow for exponential growth

Fastned builds a scalable platform that is ready for the charging needs of the rapidly growing number of fully electric vehicles. Fastned is able to increase its capacity along three growth axes. Firstly, by developing sites along high-traffic roads and building new stations on those sites. Secondly, by adding more chargers on empty slots on existing stations (designed for expansion from the start). And thirdly, by adding increasingly faster chargers that can deliver more kWh per unit of time. The volume of electricity that we can deliver is a multiplication of these three factors.

We keep control of our own destiny

Fastned is a fast charging company. We seek out green field locations on high traffic locations and aim to lease these for long periods of time. We then finance, build and operate the stations ourselves for the whole duration of the lease. This allows us to be fully in charge of our brand and the customer experience independent from other parties. From a business perspective it means we can scale and reap the full rewards of our investment.

Message from the CEO

To our certificate holders,

Fastned passed several milestones in 2019: our network surpassed one hundred stations, for the first time in our history we sold more than 1 million kWh in a single month and the operational EBITDA of our network turned positive. As a result of many new electric vehicles on the road, the last quarter of 2019 showed a utilisation of our network of 9.9%, roughly tenfold of that of 48 months ago.

What the coronavirus will (not) change

Our achievements of 2019 are overshadowed by the recent outbreak of the Coronavirus. An event of which the outcome and impact is largely unknown and that asks the utmost from our governments, healthcare systems and society. Fastned will not be exempt from the consequences of the Corona crisis. People drive less and as a result our charging stations are visited less frequently. We expect that this will continue for at least several months this year. We also expect delays in the construction of stations and the upgrading of existing ones. We postponed the construction of several new stations to increase our cash buffer. As events progress we can either decide to revert funds back again to (some) of the planned capital expenditures or continue to extend our runway.

What do we know for sure about the longer term? It is obvious that the need to stop burning fossil fuels and electrification of transport remains as urgent as ever to combat climate change. Governments react to the crisis with unprecedented economic measures. These stimulus packages could very well support the energy transition. New electric cars will hit the road: assembly lines for electric vehicles have been built and battery supplies have been secured. Some electric vehicles will be delayed, but eventually they will arrive. The transition to electric mobility will not suddenly come to a halt. Our market will continue to grow.

The value in doing the difficult thing

In 2011, the founders of Fastned, Bart Lubbers and me, were involved with Epyon, a Dutch startup in charging technology. Seeing charging systems being delivered to test tracks in the arctic circle and at R&D centers of many large automakers gave us a unique insight; most of them were on the path of mass produced electric vehicles. At the same time, Tesla was gaining traction with the Roadster and released their blog The Secret Tesla Motors Master Plan, plotting their path to the mass market Model 3 and governments around the world started to implement tougher emission standards. Adding this all up, Bart and I realised that electric vehicles would go mainstream sooner rather than later and that this insight provided a window of opportunity to create something valuable for electric drivers, our environment and investors. This became possible via the acquisition of 201 strategic locations along Dutch motorways in 2012.

Good visible locations situated next to high traffic roads with ample space to realise large charging stations where hundreds of customers per day can charge their car are scarce. We soon found out that there's no shortcut in acquiring locations that check all these boxes! Surmounting lengthy development procedures, permits applications and design discussions would have to become a core expertise. Based on these premises Fastned was founded in 2012. The majority of accumulated losses over the period since Fastned was founded should also be seen in this light and are investments made in the acquisition and development of a very valuable pipeline of locations.

Along the way we discovered there's another difficult barrier to overcome. Financing infrastructure for which there is not yet a (guaranteed) market turned out to be incredibly difficult. We found out that our plan resonated with a lot of private investors. They wanted to invest in Fastned to make fast charging infrastructure a reality. The result is that by now we've raised more than eighty million euro. This early stage funding allowed us to build the company and create a network.

Controlling our own destiny

We choose to invest time in developing our own locations. We sign long term leases (15 years or more) with landowners and governments to build a charging station and sell electricity to electric cars. Because we start with a greenfield situation and because Fastned invests in the station we are able to negotiate a relatively low rent often including a small variable component. Often these locations have a restaurant or petrol station nearby providing much valued amenities to electric drivers.

Fastned builds charging stations next to restaurants and petrol stations. This approach differs from other initiatives that place chargers at parking places of others. We choose not to do this because we prefer not to be a supplier of chargers to businesses like petrol stations. We feel more at home with landowners that have an interest in speeding up the adoption of the electric car (or at least don't want to slow down the transition). More importantly, in this way we create our own valuable sites instead of creating goodwill for others and run the risk of getting in a supplier squeeze.

Having our own locations also means we have full control over our sales price. We can adapt to the market and for example the development of the electricity price or the utilisation of a station. Furthermore, we decide which payment methods we accept and under which conditions.

We work for a purpose

I started Fastned with a clear goal in mind: building a large fast charging network that would provide freedom to electric cars, thus accelerating the transition to electric mobility. Over the years many people that shared this goal joined our team. Today the Fastned team consists of people with many different backgrounds, education and age, but they all want to make a practical contribution to solving climate change. The result is that our team is highly motivated and in most cases people already know what to do.

At Fastned the team is well aware that we need to be lean and watch our expenses. Spending less means we can build more stations. This also translates into our compensation package where we continue to include stock options on top of a modest salary. We know our success will largely be affected by our ability to attract and retain very talented and motivated people and therefore we want all our team members to think and feel like owners of the company and through stock options share in the succes they create.

Our team members - both from their own experience and through picking up the phone at our call center thoroughly understand the feeling of electric drivers when they stand in the cold with a whining toddler at a malfunctioning charging station. It is no accident that Fastned was the first charging network to report an uptime of over 99.9% in 2015 and has remained there ever since. Because Fastned employees have been driving electric cars from day one, we understood early on that flawless communication between the car and the chargers is crucial to the customer experience. People expect charging to simply work. Among everyone that works at Fastned there's a common will to support people to go electric and build a valuable charging business while doing this.

Our mission and a team of talented people enable the organisation to steer based on synchronisation and context instead of enforcing process and control. This culture gives freedom to pursue creative ideas as solutions for challenges that appear impossible to overcome. This in turn grows our people in terms of creativity, judgement, and business skills. Without this entrepreneurial culture Fastned would have never acquired concessions in Switzerland nor would Autocharge have seen the light of day.

Charging is a business and Fastned is in a unique position

One of the most important things that we did this year was prove that charging is a viable business. In 2019 our network started to generate positive operational EBITDA. This happened with less than 1% of cars in our markets being electric and a network utilisation of under 10%. Given that Fastned is in a fixed cost business, just imagine what will happen when 10% of cars are electric as is the case in Norway today. Or 50%...

We are just getting started.

Michiel Langezaal

30 March 2020

Strong growth

During 2019 the electricity we delivered to our customers grew at a strong pace. The main drivers for this growth were:

• exponentially increasing sales of fully electric vehicles, with larger battery packs and faster charging capability. The number of FEVs on the road in the Netherlands grew 139% while FEVs in Germany grew 72% compared to 2018;
• the continued upgrading of our stations with more and faster chargers, and
• construction of new stations (we expanded the number of stations by around one third in 2019).

Utilisation of our network

We were able to grow our revenues rapidly because we invested in scalable fast charging capacity in the past. This capacity is now readily available for our growing customer base.

In Q4 2019, with 323 chargers in the field, our average network capacity utilisation was 9.9% (calculated as the time - out of 24 hours - that chargers were occupied). This implies that there is still ample room for growth on our existing network. Moreover, we expect average charge speed to keep increasing, allowing us to sell more kWh during the time a charger is occupied.

Expanding capacity where necessary

During 2019 we continued to add faster chargers at stations which experienced, or were expected to experience, a significant increase in visitors. Adding chargers is often straightforward because our modular stations are designed to house more chargers right from the start.

Faster charging on new and existing stations

In 2019 we made significant progress towards our goal of offering the fastest charging experience. Our 114 stations now have a total of 105 175 kW (350 kW ready) fast chargers. Because the 175 kW fast chargers have the same charging standard(s) (CCS and in some cases also CHAdeMO) as the 50 kW fast chargers, they are backward compatible with existing electric vehicles. They are also forward compatible: when adding or combining power cabinets they can deliver up to 350 kW. This speed is expected to support most electric cars in the years to come.

High customer satisfaction

We ask our customers for their opinion about Fastned on a regular basis in order to get understand what we can improve. Feedback gathered from surveys and other channels shows that most of our customers are really happy with the service we deliver.

First impressions matter. After customers have completed their first charging session we ask them to rate their first experience (on a scale of 1-10,10 being the best). In 2019 customers gave us an average score of 8.3. We also ask them: "was there anything we could do better?". Answers to this question tend to be very specific and do help us to improve our service on a daily basis.

Another key indicator is the Net Promoter Score (NPS). This score indicates on a scale from 0 to 10 how likely our customers are to recommend Fastned to others. Our latest survey (December 2019) involving 773 customers showed that 46% of our customers are 'promoters' and gave a score of 9 or 10. 31% of our customers gave a score of 8 and 14% gave a score of 7, while only 9% of respondents gave a score of 6 or lower. Fastned's NPS score is thus 37.³

Improving the customer experience

We aim to make fast charging at Fastned as simple and intuitive as possible. Our goal is to have a customer experience that is superior to refuelling in all its aspects, including factors such as ease of use and reliability.

In 2019 we further invested in our customer experience:

• During 2019 we developed a new Fastned app that went live in January 2020. This app has a completely new look and feel and offers a vastly improved routeplanner, live status of our stations and shows details about the running charging session (such as charge speed). Having our own software team allows us to rapidly iterate on the functionality of our app.
• In the UK we started a pilot with payment terminals so customers can use contactless debit/credit cards or their mobile wallets.

Operations

Operations is about keeping the network up and running, supporting customers and carrying out corrective and planned maintenance activities. These activities lead to the consistently high uptime of our ⁴ network and quick troubleshooting, both of which are necessary to deliver a great customer experience.

Call ratio

We ensure customers have access to 24/7 customer support. With the rapidly growing use of our network, Fastned needs to focus on efficient and effective customer service. Minimising customer calls in the right way makes life for our customers easier and saves us money, which in turn can be invested in growing the network.

We reduced the ratio of incoming customer calls versus the number of charging sessions to 1.7% (down from 2% in 2018). This means the number of incoming customer calls increased at a lower rate than the number of charging sessions. We achieved this by constantly improving the customer experience: for example, by providing better information to our customers and by improving the Fastned app, website, customer support pages and charger

³ (Promoters - detractors) = NPS score

⁴ Uptime is the percentage of hours per year that our stations are available for use.

screens. Furthermore, the platform for the remote control of the network was upgraded, resulting in a more stable connection with our chargers and thereby a better performance and customer experience.

Maintenance

The Fastned network now spans thousands of kilometers of motorway and comprises several hundred, intensively-used fast chargers. As the network expands, it could become more complex to guarantee uptime at all times. In 2019 we therefore put a lot of effort into organising maintenance in an effective and efficient way. This capability will be key for future growth and reliability.

We have successfully extended our cooperation with Pluryn and Pameijer. These organisations help people with disabilities to participate more fully in society. Multiple teams help clean our stations. This helps to give the participants a greater sense of purpose, provides them with social contact, and creates a positive impact on society.

Developing our own software to deliver an even better customer experience

In 2019 we invested significantly in the development of our own charging app and highly scalable software platform. The new platform was successfully introduced on January 13th 2020. This purpose-built platform:

• Gives us more control of the charging & payment experience.
• Delivers a reliable charging experience to all customers.
• Ensures we can handle rapid growth of the number of charging sessions and deliver the best customer support.
• Offers us the flexibility to respond to market changes more quickly.

Developing a pipeline of high quality locations

Demand for fast charging is growing rapidly. In order to meet that demand and give freedom to electric drivers we have set ourselves the goal to create a network of 1,000 fast charging stations across Europe. In order to do this we first need to acquire great locations. Therefore, we continued to expand location development activities in the Netherlands, Germany, the UK, Belgium, Switzerland and France. The locations we seek should be very visible and situated along high-traffic routes. Just as important is that these locations are big enough to enable future expansion of our stations, allowing us to serve hundreds of customers a day when FEVs become mainstream. Finally, the contracts we sign with landlords need to be long term (preferably over 20 years).

Finding locations that fit these criteria takes time and is only the beginning of a lengthy development process. This process includes coming to a rental agreement, acquiring the required permits, procuring a grid connection and actually building a station.

Highlights:

• Fastned acquired an additional 47 locations, bringing the total number of acquired locations to 259. ⁵
• We further developed our partnership with REWE Region Mitte (Germany) to build charging stations next to their supermarkets. Currently two stations

are being readied for construction and several more are in the pipeline.

• German network developments with landowners such as Autohöfe, project developers, municipalities and private landlords continued with 9 new locations signed in 2019.
• In 2018 we won a tender in the UK of the North East Combined Authority (NECA, now the North East Joint Transport Committee, NEJTC) to build and operate two fast charging stations, one of which is to be built in Newcastle and the other in Sunderland. More recently, we won a contract for five more locations with the NEJTC. These are expected to be built in 2020.
• We were granted permits on 13 motorway locations in Belgium. These locations are part of a partnership with the Agentschap Wegen & Verkeer (AWV) to provide highway rest areas in Flanders, Belgium with fast charging stations.
• We won a tender that allows for the construction and 30-year operation of 20 fast charging stations at Swiss motorway service areas. The tender was organised by the Swiss Federal Roads Office (FEDRO), which is the federal authority responsible for road infrastructure and private road transport in Switzerland. The permitting and design of the individual sites is currently underway.

⁵ This includes the locations where we've built stations that are in operation.

Building stations efficiently

Our capability to build charging stations in each of the countries we are operational in is an important part of our business. We have worked on this capability from the start, and in 2019 we built stations in three countries simultaneously for the first time. In addition to The Netherlands and Germany, we built our first station in the UK. Furthermore, we procured the first grid connection in Belgium, allowing us to start construction and show our capability to build in a fourth country in early 2020.

As a result of building bigger stations with more and faster chargers, the construction cost of our stations has increased over the course of 2018 and into 2019. An average station built in 2019 cost € 325k to build and had two 175kW and one 50kW charger with more slots prepared for additional chargers to cater for future demand. Depending on the location, the size of the station, the number of chargers installed, construction costs ranged from around €250k for the smaller stations up to around €500k for the larger stations. In the last two years 175/350 kW faster chargers were also significantly more expensive than the previous generation of 50kW chargers. However, as a consequence of innovation and scale, prices for these faster chargers are currently coming down significantly.

More and faster chargers require larger grid connections. We have therefore been investing in medium voltage grid connections since 2014, allowing most of our charging stations to draw between 1 and 2 MW from the grid. Depending on the location the capital expenditures for a grid connection usually varies between € 30 - 100k (more in exceptional cases). Investing in large grid connections with ample capacity is crucial to quickly expand charging capacity in a rapidly accelerating market.

Highlights

● In the Netherlands we built 21 new charging stations. These include two charging stations at Albert Heijn XL in Eindhoven and Nijmegen as

well as three city stations. The remaining 15 are located along Dutch highways.

• In Germany, a total of 7 charging stations were built in 2019. All of them were part of the grant scheme from the German Ministry of Infrastructure (BMVI).
• In early summer our first station in the UK in the city of Sunderland was opened. It received a lot of media attention because it was the UKs first fast charging station with 175-350kW chargers. The construction of six more locations in the area including the station in Newcastle - is planned to take place in 2020.
• Fastned realised 19 new grid connections and upgraded 15 grid connections for existing stations in the Netherlands, Germany and Belgium.
• We set up offices in Gent (Belgium) and Zurich (Switzerland), hiring local team members to prepare for the constructions of stations on sites that we acquired via tenders in these countries.
• We acquired the first Belgian building permit and we procured our first grid connection in the country. This is the basis for the construction of the first Fastned station in Belgium in 2020, the fourth country in which Fastned will be operational.
• In a batch of solar panels that were used to build stations in Germany we found serious defects and quality and conformity issues. As a consequence, the affected panels have been removed and stations built since the middle of 2019 have no solar roofs, pending supplier and product (re)approval. Furthermore, to be prudent and given that resolving this supplier issue runs through year end, the capital expenditures associated with the affected panels have been booked as an exceptional loss in 2019.

Business & market outlook

Market outlook

FEV adoption has been growing exponentially in the past years. We expect this trend to continue, based on five key key trends:

• 1. Government regulation & support. Stricter European fleet CO2 emission caps have come into effect on January 1st 2020.
• 1. Increasing supply of FEVs. Car manufacturers are ramping up production capacity of FEVs to comply with regulations and react to competitive pressure.
• 1. Battery technology advancements. Battery pack prices are coming down, reducing the sales price of FEVs.
• 1. Growing consumer preference. FEVs are getting more attractive due to longer range and a wider selection of models to choose from.
• 1. Increasing charging speed and better infrastructure. This reduces (or eliminates) range anxiety - making FEVs more attractive.

Designed to scale

Because the Fastned network is designed to scale, we believe Fastned is uniquely positioned to rapidly increase sales volumes as the market develops. Fastned's stations are built for increasing numbers of electric cars with larger batteries that can be charged faster. As a result, over the past years we have seen a steady increase in the volume of kWh charged per session, a trend that we expect to continue in the future. In Q4 2019 our time based utilisation was around 9.9%, which leaves ample room for growth. More FEVs on the road means that we can expect more customers visiting our stations using chargers that are already in place. We are thus well positioned to absorb more FEVs on our network. Furthermore, our stations are designed to add more and faster chargers, enabling us to expand charging capacity relatively quickly.

Investments

Meanwhile Fastned continues to prepare for more FEVs and a much larger charging market. We intend to keep investing in more and bigger stations to cater for the expected increase in demand. Moreover, we will keep monitoring utilisation at our stations and install additional fast chargers where needed. In 2019, Fastned issued bonds at 6% in two tranches, raising €22.9 million. In 2020 we will continue to use these funds to upgrade stations, expand our network and finance our operations.

Covid-19 impact

The Corona virus outbreak significantly impacts the global economy and Fastned is no exception. A direct impact on Fastned is a strong drop in revenues for a period of unknown duration as a consequence of the Corona lock-down measures. Another impact is a possible delay in FEV adoption (the main long term driver of Fastned revenues) as a result of production slowdowns in the automotive supply chain. To cater for this, Fastned downsized its capital expenditure plans for 2020 to be able to maintain an increased cash buffer. In addition, Fastned will apply for relevant government support instruments.

Financial review

Consolidated income statement

Key figures

€'000	2019	2018*	change
Revenues related to charging	4,548	1,638	178%
Revenues from station construction as part of service concessions	1,850	-
Total revenues	6,398	1,638
Gross profit related to charging	3,680	1,228	200%
Gross profit related to FEV charging margin	81%	75%
Gross profit from station construction as part of service concessions	(115)	-
Network operation costs	(3,135)	(2,466)	27%
Operational EBITDA	545	(1,238)
Network expansion costs	(3,811)	(2,572)	48%
Underlying company EBITDA	(3,266)	(3,810)
Exceptional items	(3,074)	432
EBITDA	(6,340)	(3,378)
Depreciation, amortisation & provisions	(2,955)	(1,537)
Finance income/(cost)	(2,739)	(1,584)
Underlying net profit	(8,959)	(6,931)
Net profit	(12,034)	(6,499)
Earnings per share (depository receipt) (diluted)	(0.81)	(0.46)

* pre-IFRS 16

	2019	2018	Change
FEVs in the Netherlands (YE)	107,536	44,984	+139%
FEVs in Germany (YE)	143,175	83,175	+72%
Active Customers Q46	42,805	17,923	+138%
Fastned market penetration7	40%	40%	-
kWh per customer Q4	68.5	63.7	+8%

Revenues & gross profit

Revenues related to charging grew by 178% from 2018 to 2019.

A big driver of revenue growth continues to be strong growth in adoption of FEVs in the Netherlands and Germany, where the majority of Fastned's existing network is located. FEVs on the road grew by 139% and 72% respectively, and Fastned's customer base grew at a pace similar to that of FEV growth in the Netherlands.

Of all FEVs on the road in the Netherlands around 40% charged with Fastned at least once in the last quarter of 2019. This number has been growing throughout the years (from 5% in 2014), due to the increase in Fastned's network density and growing relevance of fast charging in the total charging mix.

Electricity sales per customer continued to grow as well, up 8% from Q4 2018 to Q4 2019. This is driven by newer FEVs having larger batteries and batteries that can charge faster. In the same amount of time, customers charge more kWh.

Revenues from station construction as part of service concessions relate to 3 regular and 5 smaller stations we built for and delivered to UK authorities and a Dutch municipality (or are in the process of), as part of a grant scheme to stimulate FEV charging infrastructure deployment. The authority compensates for most or all of the construction costs and Fastned is granted the right to operate the stations for a certain period of time. We distinguish this revenue from revenues related to charging, as the latter shows revenues from Fastned's core revenue generating business.

⁶ Defined as: charged at least once in the last quarter of the full year

⁷ Q4 unique customers / Q4 FEVs on the road (NL)

Operational EBITDA

€'000	2019	2018
Network operation costs, per station	30.8	33.3
Operational EBITDA, per station	5.4	(16.7)

To give insight into the profitability of our existing network operation, we start reporting operational EBITDA . ⁸

Operational EBITDA is the Gross Profit related to charging as generated by the network, minus costs that are directly related to the stations (like grid fees, rent and maintenance) as well as indirect costs related to running the network such as salaries, allocated office rent, administration and general costs. Year end 2019, circa 16 Fastned employees (FTE) are active in running the network or supporting this effort.

We passed the break-even point for operational EBITDA in Q1 2019. Over the full year 2019, we achieved an operational EBITDA of €546k, compared to a negative operational EBITDA of €1,238k in 2018.

The main contributor was strongly increasing revenues. Next to that, network operation costs increased on an absolute level, but were relatively stable on a per station level. The drop in network

operation costs from €33.3k per station in 2018 to €30.8k per station in 2019 is largely due to the adoption of IFRS16.

Operational EBITDA per station was €5.4k for the full year of 2019

Network expansion costs

The remaining operational expenditures (besides the network operation costs and depreciation and amortisation) are network expansion costs. These costs are related to the expansion of Fastned's network of stations, being the search and acquisition of new sites, location design, construction management and software development.

The costs consist mainly of salaries and allocated office rent, administration and general costs. Year end 2019, circa 34 Fastned employees (FTE) were active in network expansion or supporting this effort.

In 2019, Fastned acquired 47 new locations that fit Fastned's site selection framework, meaning high traffic locations where we can build scalable stations on the basis of long term land leases.

We finalised construction and opened 29 stations in 2019, growing our network by 34%, from 85 stations in 2018 to 114 as at year end 2019.

In January 2020, we launched our own software platform and charging app, of which development was started in 2018.

Network expansion costs increased from €2,572k in 2018 to €3,812k in 2019, which is related to an increase in FTEs from 23 (average) in 2018 to 33 (average) in 2019.

Underlying company EBITDA

Revenues and gross margin have continued to grow exponentially while network operation and expansion costs have grown linearly, albeit from a higher base.

As such, underlying company EBITDA improved by 14% from 2018 to 2019.

Exceptional items

€'000	2019	2018
Gross profit from station construction	(115)	-
Other income/(expense)	(264)	662
Selling and distribution expenses	(76)	-
Euronext listing	(1,036)	-
Options awarded to staff	(1,583)	(230)
Total exceptional items	(3,074)	432

In 2019 Fastned incurred a number of exceptional expenses as shown in the table above and described below.

⁸ EBITDA generated by the existing network, excluding network expansion costs

Fastned incurred an accounting loss on the construction of stations, as part of a service concession of €116k, which is regarded as exceptional.

Other expenses relate to a loss on solar panels that showed defects and were removed, without at year end having any definitive resolution on replacement under warranty. See note 8.1 of the financial statements. The removal costs for the defective solar panels caused an additional exceptional loss of €76k in selling and distribution expenses.

In 2019, Fastned changed the listing location of its depository receipts to Euronext. Legal, listing and advisory costs related to this were €1,037k.

During 2019, the first two milestones of the 2018 option plan were reached and options were issued to employees as a result. Also the options issued under the 2015 option plan led to additional non-cash expenses, this because IFRS treats the issuance of

options as share based payments. See note 22 of the financial statements.

Other income statement items

€'000	2019	2018
Depreciation, amortisation & provisions	(2,955)	(1,537)
Finance income/(cost)	(2,739)	(1,584)

Depreciation, amortisation & provisions increased due to the change to IFRS 16 (€497k expense in 2019) and due to an increase in fixed assets due to new stations built during 2018 and 2019.

Finance costs increased due to adoption of IFRS 16 (€283k expense in 2019) and due to an increase in debt.

Cash flow

Cash flow from operating activities in 2019 was €(7.2) million, in line with €(7.2) million in 2018.

Investing activities relate to the expansion of Fastned's network of stations. During the year 29 new Fastned stations became operational, compared to 22 in 2018.

Net cash inflow from financing activities was €26.1 million in 2019 compared to €11.6 million in 2018. This increase is due to higher bond cash inflow and equity issued at the end of 2018 and paid for in January 2019.

€'000	2019	2018
Loss before tax	(12,034)	(6,499)
Depreciation	2,925	1,480
Net (gain)/loss on sale of non-current assets	264	(661)
Provisions	688	344
Deferral of unearned revenues	(617)	433
Share-based payments	1,583	230
Other adjustments	16	78
Changes in working capital	(38)	(2,616)
Net cash flow from operating activities	(7,213)	(7,211)
Net cash flow used in investing activities	(9,431)	(10,807)
Net cash flow from financing activities	26,114	11,603

Balance sheet

In the year to 31 December 2019, the Group's total balance sheet increased to €57.6 million from €40.7 million at 31 December 2018.

Non-current assets increased by €10.5 million in 2019 due to expenditure on property, plant and equipment (new stations) and inclusion of Right of Use assets (IFRS16). Current assets increased by €6.5 million compared to 2018 driven by timing of cash received from bond and equity issuances.

Non-current liabilities were €62.8 million at the end of 2019, up from €36.5 million at year-end 2018. The increase reflects additional borrowings, 5 year fixed rate bonds issued in 2019 (€22.9 million) and inclusion of finance leases related to IFRS16 (€3.3 million).

Current liabilities were €2.4 million at year-end 2019, compared to €1.4 million at year-end 2018. This increase was due mostly to the inclusion of finance leases related to IFRS16 (€0.4 million).

Total equity declined to -€7.5 million at year-end2019 due to the net loss for the year.

€'000	2019	2018
Non-current assets	35,500	24,972
Current assets	22,129	15,682
Total assets	57,629	40,654

€'000	2019	2018
Share capital plus share premium	26,651	26,477
Retained earnings and other reserves	(34,184)	(23,690)
Total equity	(7,533)	2,787

€'000	2019	2018
Non-current liabilities	62,776	36,514
Current liabilities	2,386	1,353
Total liabilities	65,162	37,867
Total equity & liabilities	57,629	40,654

Station economics

To give stakeholders insight into development of station level economics, we show the economics of an average station below. With FEV adoption accelerating, station utilisation and revenues have gone up considerably, rapidly improving station economics.

Average station economics, based on Q4 annualised revenues

€'000	Q4 2019 annualised	Q4 2018 annualised
Q4 revenue related to charging, per station and annualised	60.6	35.7
Q4 gross margin related to charging, per station and annualised	50.9	26.2
Gross margin %	84%	74%
Operating costs per station (excluding expansion costs)	30.8	33.3
Operational EBITDA per station (A)	20.1	(7.1)
Initial investment per station (average initial investment of all stations, including IFRS16 lease, per YE) (B)	307	255
ROIC (A / B)	6.6%	(2.8%)

We also show example station economics of a high performing station, modelled after one of our top stations. This is a top station as it is located at a high traffic location and in a part of the Netherlands with relatively high FEV adoption (circa 1.3% in December 2019). On an absolute basis FEV adoption is obviously

still low. Therefore, the current performance of the station, at a still very low FEV adoption, shows the potential for fast charging stations at high traffic locations.

Top station economics, based on December annualised revenues

€'000
Annualised December revenues (electricity only)	195
Assumed gross margin (electricity only) %	80%
Gross margin (electricity only)	156
Operating costs per station (excluding expansion costs)	30.8
Operational EBITDA (A)	125
Initial investment (including IFRS16 lease) (B)	660
ROIC (A / B)	19%

Risks and risk management

Fastned is positioning itself in a young market. Although the way and pace at which the electric car and charging markets are developing is becoming more certain every year, many elements of the industry remain uncertain. Hence, risk management remains an important aspect of our business.

The Management Board recognises the importance of a formalised approach towards risk management for a rapidly growing organisation like Fastned. In practice this means that it is important to maintain the right balance between formalised systems and procedures and the informal hands-onapproach that is necessary to further boost the growth of the company. Fastned's corporate culture and still relatively small scale organisation allows for important 'soft-control' to mitigate risks and fraud. Fastned aims to further develop its risk management policies in the coming years.

Risks are discussed, assessed and, in case they are new, recorded. Risks are split into categories (strategic, operational and financial). For each risk, management decides on the approach of the company to manage the risk and mitigate its likelihood and potential impact. In the table below the risk appetite of the company is defined.

Risk management takes place particularly at the top of the organisation (the directors, management and leadership team). Regularly, risks are also discussed with the Supervisory Board.

During financial year 2019, the major elements that supported the corporate culture and other foundations of Fastned's risk management and control systems were:

Risk category	Risks	Our approach	Risk assessment
Strategic risk	Lower number of FEVs on the road than anticipated	The number of FEVs on the road in the Netherlands and elsewhere continues to grow. The company does not have the ability and/or business ambition to control the number of cars sold directly, as Fastned does not sell or intend to sell cars. As a consequence, the company has limited ability to mitigate this risk. By offering top-of-the-bill and visible charging infrastructure, Fastned believes that the hurdles for purchasing a FEV are lowered thereby reducing the risk of lower number of FEVs on the roads.	Current risk: medium Appetite: medium Fastned chose to start a business with the mission to build a fast charging network and give electric cars freedom. Hence our willingness to accept this risk is inherently high.
Strategic risk	Charging behaviour - market share of fast versus slow charging	Making fast charging preferable to slow charging by offering better value for money. Designing stations that are very visible (e.g. a canopy) and therefore easier to spot than slow charging poles. Obtain the best, high-traffic locations (which in combination offer a high density network) to reach most customers.	Current risk: high Appetite: high Fastned chose to start a business with the goal to offer people fast charging, inherently accepting this risk based on the assumption that charging will be done both fast and slow (as opposed to one or the other).
Strategic risk	Rapid technological development - speed of charging to increase faster than anticipated, requiring additional investments and write-offs	Prepare the grid connection and the station layout for higher power and potentially more chargers per location. Install the minimum number of chargers required today, while allowing Fastned to be as adaptable as possible to accommodate higher powered chargers coming to the market. Obtain high quality market intelligence through close	Current risk: low Appetite: low Fastned wants to offer people the fastest charging experience at as many locations as possible, hence it wants to manage this risk. Fastned intends to continue to attract funding to expand and

		contacts with charger manufacturers, OEMs and other charging companies (through e.g. active membership of CharIn).	upgrade the network.
Strategic risk	Active in one sector only	Even though Fastned is active in one sector only, the charging market, it has positioned itself in a market that is expected to grow significantly. This reduces the risk of not having a second market in case of a (temporary) market decline. Not only focusing on highway stations; Fastned continues to expand its network to urban areas. The dynamics around charging in the city may prove to be different and complementary to that along the highway. Expand into businesses close to core; Fastned is actively pursuing the addition of shops to its stations to enable the offering coffee and sandwiches. This	Current risk: high Appetite: medium This risk is inherent in being a scale up company with a focused mission.
		could lead to an additional revenue stream from a new line of business.
Operation al risk	In the Netherlands, petrol stations and restaurants are	Fastned is defending and will defend its position in court where necessary.	Current risk: high Appetite: low
	issued permits for chargers on the same service areas where Fastned was issued a concession	Fastned is addressing politics and policies to take action in this matter. Regardless of the outcome of the court cases, Fastned continues to focus on offering an outstanding charging experience in order to compete.	This uncertainty may slow down Fastned's ability to expand the network, hence it wants to manage this risk
Operation al risk	Increase of electricity prices reducing margins	Electricity prices are a relatively small part of the cost structure, as revenues should predominantly cover the substantial infrastructure investments. As such, increased electricity prices have a relatively limited impact on gross margin.	Current risk: low Appetite: low No need for higher risk at the moment.
		Fastned sells only directly to end users and (therefore) has full control over pricing. If required due to increasing electricity prices, Fastned can adjust the sales price almost instantly in order to maintain margins.
Operation al risk	System failures resulting in loss of revenues and/or	Pursue service level agreements with suppliers of chargers and other parties in the primary value chain such as Adyen (payments) or Amazon AWS.	Current risk: Low Appetite: Low
	inability to charge	Fastned has developed its own software platform and app to be less dependent on suppliers.	Fastned's mission is to give electric cars freedom, reliable charging infrastructure is required for this.
Financial risk	Impact of Covid-19 on Fastned's financial situation	Fastned downsized its capital expenditure plans for 2020 to be able to maintain an (increased) minimum desired cash level.	Current risk: high Appetite: low
		In addition, Fastned will apply for relevant government support instruments.	There is a lot of uncertainty on how the Covid-19 outbreak is going to develop, which merits a high risk assessment
Financial	Insufficient funds to	Fastned only invests in new stations when the	Current risk: low

risk	further roll out the network	financing is in place for such investments.	Appetite: low Making commitments without being sure that they can be realised, jeopardises our mission.
Financial risk	Delay in the number of fully electric cars which reach the market resulting in insufficient cash flows	Fastned's main market the Netherlands has shown a strong increase in FEV adoption in 2019, which has improved operating cash flows On a quarterly basis Fastned reviews its revenue and cash flow forecast for a going concern period. On top of this it keeps an additional financial buffer in reserve and in case of delays Fastned can often postpone capex investments and allocate such funds to opex. Fastned only invests in new stations when the financing is in place for such investments.	Current risk: low Appetite: low Although Fastned has a significant appetite for the risk of less FEVs than anticipated, we want to mitigate the potential financial consequences that could jeopardise us in realising our mission as much as possible. Therefore the risk appetite for insufficient cash flows as a result of less cars is low.
Financial risk	Interest rate risk	Fixed rate debt to avoid interest risk.	Current risk: low Appetite: low No need for higher risk.
Credit risk	Insufficient funds to pay creditors	Fastned takes upcoming finance repayments into account in its fundraising and capital expenditure budgeting process well in advance. Creating value and showing commercial traction should allow Fastned to refinance outstanding bonds at better conditions in the future.	Current risk: low Appetite: low The risk of not being able to either repay or refinance outstanding debt might increase in case market and company developments are negative and fundraising becomes difficult.

Corporate Governance

General

Fastned B.V. is a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid ) incorporated under the laws of the Netherlands and has its statutory seat ( statutaire zetel) in Amsterdam, the Netherlands. Fastned has a corporate governance structure that reflects and protects its mission and meets all relevant legal obligations.

Fastned Administratie Stichting (FAST)

Fastned believes it is crucial that its mission and identity is protected. Fastned's mission is to provide freedom to FEV drivers and accelerate the transition to sustainable transportation.

To safeguard this mission, all shares in the capital of Fastned B.V. are held by FAST, which in turn issued depositary receipts for these shares to investors. These depository receipts embody the economic aspects of the shares of Fastned. FAST exercises the voting rights attached to the Fastned shares.

The main tasks and purpose of FAST is (i) to make sure that Fastned is working towards its mission, (ii) to monitor the continuity of the Company, and (iii) to safeguard the interests of the holders of depository receipts (DR Holders). These three tasks – in that order – form the guiding principles of the board of FAST.

Depositary receipt holders

The governance structure of Fastned is designed with the aim of protecting the interest of all DR Holders equally. DR Holders have the right to attend the General Meetings and to speak at such meetings. They also have the right to appoint the members of the board of FAST upon nomination by the board of FAST. Additionally, the Fast Board may ask the DR Holders for their views regarding the items on the agenda of the General Meeting.

Fastned management structure

Fastned has a two-tier board structure consisting of the Management Board and the Supervisory Board. The Management Board is responsible for the day-to-day management of the Company. The Supervisory Board supervises and advises the Management Board.

Fastned management board

The Management Board is the executive body and is entrusted with the management of Fastned and responsible for the continuity of Fastned under the supervision of the Supervisory Board. The Management Board's responsibilities include, among other things, setting Fastned's management agenda, developing a view on long-term value creation by Fastned, and enhancing the performance of the Company. The General Meeting appoints the Managing Directors upon nomination by the Supervisory Board.

Fastned supervisory board

The Supervisory Board supervises the Management Board's management of Fastned, its general course of affairs, and its affiliated business. The Supervisory Board is accountable for these matters to the General Meeting. The Supervisory Board also provides advice to the Management Board. In performing their duties, the Supervisory Directors are required to focus on the effectiveness of Fastned's internal risk management and control systems and the integrity and quality of the Company's financial reporting. The Supervisory Directors assist the Management Board with advice.

Dutch Corporate Governance Code

The Dutch Corporate Governance Code, as amended, was published on 8 December 2016, entered into force on 1 January 2017, and finds its statutory basis in Book 2 of the Dutch Civil Code. The Dutch Corporate Governance Code applies to Fastned has its registered office in the Netherlands and its depositary receipts have been listed on Euronext Amsterdam.

The Dutch Corporate Governance Code is based on a 'comply or explain' principle. Accordingly, companies are required to disclose in their annual report whether or not they are complying with the various best practice provisions of the Dutch Corporate Governance Code that are addressed to the management board or, if applicable, the supervisory board of the company. If a company deviates from a best practice provision in the Dutch Corporate Governance Code, the reason for such deviation must be properly explained in its annual report. We deviate from a limited number of best practice provisions, which are explained in the Corporate Governance section of the annual report.

Departures from the Best Practice Provisions of the Dutch Corporate Governance Code

Fastned acknowledges the importance of good corporate governance and agrees with the general approach and with the majority of the provisions of the Dutch Corporate Governance Code. However, considering the Fastned's interests and the interest of its stakeholders, it is expected that the Company will deviate from a limited number of best practice provisions, which are the following:

Principal 1.3 - internal audit function

The Company does not comply with best practice provisions 1.3.1 up to 1.3.5, which provide for an internal audit department. Fastned has no separate department for the individual audit function. The Supervisory Board assesses annually whether adequate alternative measures have to be taken, and considers whether it is necessary to establish an internal audit department. For now Fastned is a relatively small company. The Supervisory Board is of the opinion that an internal audit department is not required at this moment.

Best Practise Provision 2.1.9 - Independence of the chairman of the supervisory board

The Company does not comply with best practice provision 2.1.9, stating that the chairman of the supervisory board should be independent. Based on provision 2.1.8, Bart Lubbers, as the chairman of the supervisory board of the Company (the Supervisory Board), is not independent because he (i) has been a member of the Company's management board (the Management Board) in the five years prior to the appointment as chairman of the Supervisory Board, (ii) has an indirect shareholding in the Company of at least 10% via Wilhelmina-Dok B.V. and Breesaap B.V. and (iii) is a member of the management board of Wilhelmina-Dok B.V. and Breesaap B.V. that jointly have an indirect shareholding of at least 10% in the Company.

Fastned is of the opinion that the appointment of Mr. Lubbers as chairman of the Company's Supervisory Board allows him to use his extensive industry knowledge (obtained via his membership of the supervisory board of Epyon (later acquired by ABB) and the management board of Fastned) to the benefit of the Company, its mission and its depositary receipts holders (DR Holders).

Best Practise Provision 2.5.3 - Employee participation

The Company has not established an employee participation body because Fastned has only recently reached a number of 50 employees. Therefore, Fastned cannot comply with best practice provision 2.5.3 stating that the conduct and culture in the company and its affiliated enterprise should be discussed in the consultations between the management board, the supervisory board and such employee participation body.

Best Practise Provision 4.4.2 - Appointment of the members of the Foundation Board

The members of the FAST Foundation Board shall be appointed by the DR Holders based on a recommendation of the Supervisory Board, therefore the Company does not comply with best practice provision 4.4.2 stating that the board members of the trust office should be appointed by the board of the trust office, after the job opening has been announced on the website of the trust office.

Best Practise Provision 4.4.8 - Voting proxies

The Company does not and has no intention to comply with best practice provision 4.4.8, stating that the board of the trust office should issue voting proxies to vote in the general meeting of the Company under all circumstances and without limitations to all DR Holders who request this. The Company holds the view that the interests of the Company and its stakeholders are served best if votes are cast by the FAST Foundation.

Code of Conduct

Fastned has a Code of Conduct that applies to all employees. The principles and best practices established in the Code of Conduct reflect the corporate culture that the Management Board wants to embed in the day-to-dayroutines of all employees. The Code of Conduct includes topics including employees' and human rights, health and safety, gifts, anti-bribery and confidential information. The Code of Conduct can be found on Fastned's website.

Whistleblower policy

Fastned employees are offered the opportunity to report irregularities or suspicions with regards to our Code of Conduct, safety policies or any form of misbehaviour without bringing their (legal) position in jeopardy. Reporting of such instances by Fastned employees can be done to designated persons. The

Whistleblower policy can be found on Fastned's website. No irregularities were reported in the financial year 2019.

Insider trading policy

Fastned implemented regulations covering security transactions by the members of the management Board, FAST board and other Fastned employees. The Insider trading policy is published on Fastned's website. Fastned's Insider trading policy aims to promote compliance with the relevant obligations and restrictions under applicable securities law.

Safety and quality certifications

Fastned has been awarded several ISO certifications and possesses other relevant safety and quality certificates.

Diversity

Our goal is to create an environment of inclusion and acceptance at Fastned in which each person is treated equally without discrimination. Fastned therefore values and promotes diversity within the company as a whole including in its Management Board and Supervisory Board as well. We hire people with different cultural backgrounds, age, gender, nationality and experience. As a result we're proud to have a diverse workforce. A specific example is that we nominated two female members for the supervisory board. Pending their appointment during the General Meeting, this would result in a 50% female supervisory board.

The gender diversity requirements in the context of the Dutch Management and Supervision Act ceased to exist per 1 January 2020. Pursuant to these requirements, certain large Dutch companies, including Fastned, had to pursue a policy of having at least 30% of these seats on both the management board and supervisory board held by women. Fastned did not comply with this in 2019. Fastned's diversity policy objectives are to improve gender diversity by ensuring that at least 30% of the Management Board, the Supervisory Board and the Board of the Shareholders Foundation will be composed of women by the end of 2024.

Remuneration report

Management board remuneration

The remuneration of the individual Managing Directors has been established by the Supervisory Board in accordance with Fastned's remuneration policy as has been adopted by the General Meeting upon a proposal of the Supervisory Board. Any subsequent amendments to this remuneration policy are subject to adoption by the General Meeting. The remuneration of, and other agreements with, the Managing Directors are required to be determined by the Supervisory Board, with due observance of the remuneration policy.

The Company's remuneration policy aims to attract, motivate and retain qualified and experienced individuals and reward them with a competitive remuneration package that is in line with labour market conditions of companies that engage in comparable activities and/or are similar in terms of size and/or complexity.

Based on the remuneration policy, the remuneration of the Managing Directors may consist of the following components:

• Fixed part Base salary and holiday allowance
• Short-term Variable part
• Long-term option plan Variable part
• Pension plan
• Other benefits

Fixed part

The base salary of the Managing Directors aims to reflect the responsibility and scope of their role, taking into account their level of seniority and experience.

The base salary of each Managing Director is a fixed cash compensation paid on a monthly basis. The base salary will be annually evaluated by the Supervisory Board, taking into account developments in the pay market and other factors (including potential changes in role and/or portfolio size) and can be adjusted by the Supervisory Board in accordance with the remuneration policy.

Short-term - Variable part

The Supervisory Board may award a variable payment. A maximum amount per annum and a (set of) target(s) will be established annually for each Managing Director. The Supervisory board will award a percentage of the maximum variable payment, based on effort related to and actual realisation of the target. For 2019, no variable remuneration scheme was in place yet, therefore no variable payment was awarded in 2019.

Long-term incentive plan

In principle, the Managing Directors participate in the Option Plan that applies to all employees of the Company. Mr Langezaal is however excluded from this option plan. See the Remuneration Policy posted on Fastned's website for more details.

Pension and other benefits

In principle, the Managing Directors are eligible to participate in the Company's pension scheme. However, if a Managing Director is a major shareholder or depositary receipt holder (DR Holder) of the Company (as defined in the Dutch Pensions

Act, which is, in short, the case if a managing director directly or indirectly holds more than 10% of the Shares or DRs) such Managing Director is not eligible to participate in the Company's pension scheme. Mr Langezaal is therefore not eligible to participate in the pension scheme. The pension scheme for the Managing Directors is the same as the pension schemes applicable to other employees working for the Company in the Netherlands.

Other benefits

Fastned provides for other benefits like company cars. All Management Board members drive an electric company car.

Pay ratio

In line with the revised Dutch Corporate Governance Code (2016), Fastned takes into account the internal pay ratios and employment conditions of the employees within the organisation when formulating its remuneration policy. Fastned's internal pay ratio is calculated as the average total fixed compensation of the Managing Directors divided by the average employee compensation (total personnel expenses divided by the average number of FTE). Consequently, Fastned's calculated pay ratio in 2019 is 1.56.

Management Board Remuneration over 2019

The table below provides the remuneration of each member of the Management Board, for the financial year that ended 31 December 2019.

€'000	Fixed remuneration	Pensio n	Other benefits	Option plan 2019	Total cash 2019	Total cash 2018
Mr Langezaal	89	-	16	-	89	72
Mr Korthals Altes	101	12	10	148	113	102
Mr Van Dijk9	13	2	2	-	15	-
Mr Lubbers10	12	-	11	-	23	36

⁹ Mr Van Dijk commenced employment per 18 November 2019

¹⁰ Mr Lubbers was part of the Management Board until 17 May 2019

Historical 5 year comparison

An overview of the company's performance, the annual change in remuneration of the Management Board and of employees of the company is shown below.

Fastned's number of stations and revenues have grown significantly over the last 5 years.

The Management Board composition and its remuneration changed as well. In 2015 and 2016 the Management Board consisted of Fastned's founders only, who received relatively low compensation. From 2017 non-founders entered the Board, with a more market based compensation

	2019	∆	2018	∆	2017	∆	2016	∆	2015
Number of stations	114	+34%	85	+35%	63	+11%	57	+14%	50
Revenues related to charging (€ '000)	4,548	+178%	1,638	+195%	556	+113%	261	+243%	76
Average cash compensation Management Board	104	48%	70	3%	68	42%	48	10%	43
Average cash compensation employees	65	2%	64	10%	58	-5%	61	44%	43
Average total compensation (incl. options) Management Board	160	94%	82	30%	76	32%	48	10%	44
Average total compensation (incl. options) employees	103	45%	71	13%	63	-2%	64	51%	43

Supervisory board remuneration policy

The General Meeting determines the remuneration of the Supervisory Directors. The Supervisory Directors are entitled to a fixed annual fee as determined by the General Meeting taking into account the time to be spent by such Supervisory Directors. No additional fees are due for their membership of the Audit Committee.

None of the Supervisory Directors may receive DRs, options for DRs or similar rights to acquire DRs as part of their remuneration. Fastned does not provide any personal loans, advances or guarantees to Supervisory Directors. There are no contractual severance arrangements in place between the Supervisory Directors and Fastned.

The annual total compensation for each Supervisory Director for the has been set as follows:

• Bart Lubbers: € 36,000 (excl. VAT);
• Hans Streng: € 20,000 (excl. VAT); and
• Hans Michels: € 20,000 (excl. VAT).

In addition, the Company will make available a company car for Mr Lubbers, and unlimited charging within the Fastned charging network for all Supervisory Directors.

Also, if it reasonably appears that Mr Streng and Mr Michels provide more than 20 working days a year for their services as Supervisory Director, the Company will reimburse an additional fee of € 1,000 (excluding VAT) per working day per person, provided that the Company has given its prior written approval for such costs.

Supervisory board remuneration 2019

The total compensation for each Supervisory Director for the financial year ending on 31 December 2019 was follows:

• Bart Lubbers: € 24,000 (excl. VAT);
• Hans Streng: € 10,000 (excl. VAT); and
• Hans Michels: € 10,000 (excl. VAT)

FAST board remuneration policy

The remuneration and contractual terms of employment of FAST Board members are determined by the general meeting of depository receipt holders. Apart from their remuneration, FAST Board members shall be reimbursed for all reasonable costs incurred with the consent of the chairperson of the FAST Board, or, with respect to the Chairperson, incurred with the consent of the Chairman of the Supervisory Board.

The annual total compensation for each FAST Board member has been set as follows:

• Hieke van Rees Spoelstra: € 5,000 (excl. VAT);
• Fiona Buruma: € 5,000 (excl. VAT); and
• Henk Pals: € 5,000 (excl. VAT).

The total compensation for each FAST Board member for the financial year ending on 31 December 2019 was follows:

• Hieke van Rees Spoelstra: € 5,000 (excl. VAT);
• Fiona Buruma: € 3,000 (excl. VAT); and
• Henk Pals: € 3,000 (excl. VAT).

Supervisory board report

A message from the Chairman of Fastned's supervisory board.

The Electric Twenties

This is Fastned's seventh annual report, and the first report since the stock exchange listing on Euronext Amsterdam. Partly because of this latest development this is the first annual report under the supervision of the Supervisory Board.

Over the past seven years, Fastned has been building a company that is ready for the third decade of the 21st century. I see this decade as The Electric Twenties. After more than a century of fossil fuels, the transition to clean renewable energy and electric transport is in full swing. We are switching from fuels to electricity generated with the help of sun and wind. If we want to curb global heating and air pollution, the energy transition will have to succeed.

Fastned contributes to the energy transition by giving freedom to the electric driver. To this end, it is building a European network of fast charging stations that supply cars with electricity from the sun and wind. Fastned was founded with this mission in 2012, and it is this mission that drives the company today.

In 2019 Fastned opened its hundredth station. It was also the year in which the Tesla Model 3 was the best-selling car model in several countries, not only for electric cars but for all cars. Although only one percent of cars are now electric in the Netherlands, sales are growing exponentially, and we have passed the point of no return.

What does this mean for Fastned? First of all, more cars will arrive at our stations with larger batteries and faster charging speeds. Because Fastned has prepared for this, it is able to demonstrate exponential growth rates. Secondly, there is a major challenge for the Fastned team.

This starts with the Operations team, which ensures an optimally functioning network and satisfied customers. This is working. Uptime and customer satisfaction statistics continue to be good.

The Software team, which was set up in 2018, took over the entire back office from our partner in Estonia bringing software development in-house, which means Fastned has the future in its own hands in this area.

To meet the rapidly growing demand for charging infrastructure, the Construction team has built many new stations and added more chargers. The years of experience with network connections, permit applications and construction make this more and more routine. At the front, the "pipeline" is being filled with new locations by the Network Development Team.

From a financial and legal point of view, 2019 was a special year with the switch from Nxchange to Euronext. This was a Herculean achievement by the team. On 21 June 2019, Jesse Langezaal, Michiel's two-year-old son, was allowed to hit the gong at Beursplein 5. From that moment on, everyone has had the ability to invest in Fastned from their regular investment accounts. That is what we wanted to achieve. Just as importantly, this listing offers a new instrument to the financing options of Fastned. In 2019 Fastned issued bonds, raising a total of €22.9 million in long-term financing to provide for the continuity of the company and further expansion. The

large role that private individuals play in this funding company makes Fastned one of the largest crowdfunding initiatives in the world.

I would like to congratulate the management (of which I was still part during the first half of the year) on the policy pursued this past year. The mission was further realised, and the continuity of the company was secured. I would also like to thank my fellow members of the supervisory board for their contribution to this fast-growing company. The same applies to the Board of the Fastned Administration Foundation, which keeps us on the right track in our mission.

Finally, a word of thanks to our customers, our bond holders and certificate holders. Fastned would not

exist without their enthusiasm and contributions. It is

as plain and simple as that. The energy transition is ours, by us, and for us and our children.

For the coming year 2020 I can only say that I am delighted that we have finally entered the "Electric Twenties" with Fastned. Everything indicates that we are heading for new adventures. So, fasten your seatbelts and enjoy the ride!

Bart Lubbers, Chairman of the Supervisory Board

Amsterdam, March 31, 2020

Report of Fastned's Supervisory Board

Role of the Supervisory Board

The Supervisory Board oversees and advises the Management Board in setting and fulfilling the company's strategy. Fastned has a two-tier governance structure, which requires a structured relationship between the Management Board and the Supervisory Board. Each board bears its own specific responsibilities, but they share overall responsibility for the company's strategy and risk profile. Key to all the Supervisory Board's decisions are the long-term interests of the company's stakeholders.

This report explains how the Supervisory Board fulfilled its responsibilities in 2019. The Report of the Supervisory Board should be read in conjunction with the Corporate governance section, which provides information on the company's corporate governance structure. A profile of the Supervisory Board members is available in this report.

Supervisory Board composition

Following the listing on Euronext the Supervisory Board was established in 2019. At the General Meeting of June 4, 2020, Bart Lubbers (chairman), Hans Michels and Hans Streng were appointed as members of the Supervisory Board.

All members of the Supervisory Board, except Bart Lubbers, are deemed independent. In the Supervisory Board's opinion, the composition of the Supervisory

Board is such that the members can act critically and independently from one another and from the Management Board, as stipulated in the corporate governance code. This means that the tasks of the Supervisory Board as laid down in the Articles of Association are fulfilled, including providing the Management Board with solicited and unsolicited advice and support.

With respect to the composition and diversity of the Supervisory Board, board members will continue to be selected based on their wide-ranging experience within the industry, backgrounds, skills, knowledge and insight.

Currently the Board consists of three male members. For the General Meeting of June 4, 2020 two new female members are proposed for the Supervisory Board. Hans Streng will retire as a member of the Supervisory Board. Pending approval, as of June 4, 2020 the Supervisory Board will have two female and two male members: Marieke Bax, Marije van Mens, Hans Michels and Bart Lubbers.

Supervisory Board and committee meetings in 2019

In its oversight capacity, Fastned's Supervisory Board has frequent communications with the Management Board in and between Supervisory Board meetings. Supervisory Board meetings are held regularly to discuss the company's achievements and plans, the functioning of the Supervisory Board and the performance of the Management Board. In 2019, the Supervisory Board held three ordinary meetings and several extraordinary meetings (conference calls) with

members of the Management Board present. The attendance rate of all Supervisory Board members in 2019 was 100%.

Regular items on the Supervisory Board agenda were; mission and strategy, cash flow, funding, capex, network, acquisitions, financial results, team, legal matters, insurances and matters related to material risks and compliance issues.

The Management Board reported to the Supervisory Board on the company's strategy and the risks associated with it, as well as on the functioning of the company's risk management and control systems.

Strategy

In 2019, Fastned continued to execute its mission and strategy. The Supervisory Board agrees on the vision of a transition to electric cars; the mission to give freedom to electric drivers and the strategy to build a European network of fast charging Stations. The discussions in the meetings focus on an optimal execution of the strategy in all its aspects.

Risk management

Managing and mitigating risk was another important topic on the agenda. The Supervisory Board advised the Management Board to determine and evaluate risks and take precautions where necessary. These risks can be financial risks, but also new risks like the recent COVID-19 pandemic.

Going Concern

Going Concern is one of the important items on the agenda of every supervisory board meeting. The cash flow forecast and the different scenarios presented by the management board are the basis for the discussions on Going Concern. Budgets for investments and operational cost are only approved after a careful evaluation of the effects for the continuity for the company.

Covid-19

The supervisory board has been in close contact with the management board during the Covid-19 crisis. This contact was almost on a daily basis. The management board presented an extensive analysis of the effect and the measures to be taken. In an early stage the management decided e.g. to let people work from home, create an A and B-team and reduce capital expenditure to create additional financial reserves for the continuity of the company.

Management Board succession

Management Board succession is an important topic on the agenda of the Supervisory Board. In 2019 the Supervisory Board welcomed Victor van Dijk as CFO of Fastned. Michiel Langezaal remained as CEO and Niels Korthals Altes as COO.

Self-evaluation of the Supervisory Board

The Supervisory Board evaluates its own functioning and that of its separate committees and individual members, in accordance with best practice provision II.2.6 of the Dutch Corporate Governance Code.

As this Supervisory Board started only on May 17, 2019 there has not been an evaluation yet. Apart from an evaluation the internal discussion has already provided input on how to increase the board's effectiveness. We expect that this learning process will continue with the new board members.

The Supervisory Board committees

The Supervisory Board organizes its tasks across three committees: the Audit Committee and the Remuneration and Nomination Committee. These committees prepare for their specific topics ahead of decision-making in the plenary meetings of the Supervisory Board.

Audit Committee

Members of the Audit Committee were Hans Michels (chair), and Bart Lubbers. The Audit Committee held three meetings in total. The meetings were also attended by the CEO, CFO, the controller and the external independent auditor. Minutes of all meetings were submitted to the Supervisory Board. The Audit Committee discussed the specific topics of the annual report. The auditor was present at the Supervisory Board meeting of March 29, 2020, to discuss the 2019 financial statements as well as the external independent auditor's report and findings.

Remuneration and Nomination Committee

In 2019, the Remuneration and Nomination Committee consisted of Hans Michels, Bart Lubbers and Hans Streng. The meetings of the Committee are attended by the CEO, except when issues relating to the Management Board are discussed. The Committee is responsible for advising the Supervisory Board on remuneration, the composition of the Supervisory Board and the Management Board and the functioning of its individual members, succession planning and monitoring corporate governance. The Committee paid specific attention to the composition of the Supervisory Board in view of the succession of Hans Streng.

Financial statements 2019 and profit appropriation

The financial statements for the financial year 2019 were prepared by the Management Board in compliance with article 20 and 21 of the Articles of Association. Attached to these statements is the unqualified independent auditor's report from Deloitte. The financial statements and the outcome of the audit performed by the external independent auditor was discussed by the Supervisory Board in the presence of the external independent auditor. The 2019 financial statements were endorsed by all Management Board and Supervisory Board members and are, with Deloitte's auditor's report, included in this annual report. The Management Board will present the 2019 financial statements at the annual General Meeting. The Supervisory Board recommends that the annual General Meeting adopts the 2019 financial statements. In addition, it recommends that the members of the Management Board and the

Supervisory Board be discharged from liability regarding their respective management and supervisory activities over 2019.

Gratitude

The Supervisory Board wishes to thank Fastned's bond- and certificate holders for their support. We are grateful to the Management Board for their leadership during this period and would like to extend a particular thank you to all Fastned employees.

On behalf of the Fastned Supervisory Board,

Bart Lubbers, Chairman

Amsterdam, March 31, 2020

Members of the FAST board

The FAST Board comprises the following members:

Name	Year of Birth	Position	Member as of	End of current term
Hieke van Rees-Spoelstra	1980	Chairman	2014	2023
Fiona Buruma	1974	Treasurer	2019	2023
Henk Pals	1959	Secretary	2019	2023

Hieke van Rees-Spoelstra has been the chairman of the Foundation Board since January 2014. Hieke works at PostNL since 2014 and since 2018 she is the e-commerce director for PostNL International. Before that, Hieke was managing director of the Missing Chapter Foundation and she strategy consultant at A.T. Kearney. From 2003 to 2005 she worked for the Ministry of Economic Affairs and The Netherlands Embassy in London.

Fiona Buruma was appointed as treasurer of the Foundation Board on 24 May 2019. She has 20 years of experience as a finance professional in commercial and non-profit organisations. The past 7 years, Fiona has been director of Finance and Operations Support at War Child. Fiona just started a new job as Director of Finance and Operations of the Global Centre of Adaptions She is also president of the audit committee of the municipality of Westland and a member of the supervisory board of the Dutch Relief Alliance. Previously, Fiona was a member of Dutchtone's bid team in the Dutch government's auction for 3G telecoms licenses.

Fiona holds a Master's degree in econometrics from Erasmus University Rotterdam and she graduated as business valuator from the Rotterdam School of Management, both in the Netherlands.

Henk Pals was appointed as secretary of the Foundation Board on 24 May 2019. Since December 2018, he has been a foundation board member at Ampyx Power B.V. Since 2018, he is managing director of Papers Consult B.V., an M&A and corporate finance consultancy branded as Corporate Match Advisory and since 2017 he has been chairman of Bedrijven Actief Noordoostpolder. Also, since 2016, he has been a member of the supervisory board of U-stal. Henk was a financial director of Het Goed Groep, a member of the supervisory board of Lennoc B.V. and a member of the management board of Flightstats Inc. and Z-Venture. Z-Venture is an investment and participation company focused on social responsible investments. Before that, Henk worked as an accountant at several other companies. Henk is a Certified Public Accountant.

Members of the management board

The Management Board comprises the following members:

Name	Year of Birth	Position	Member since
Michiel Langezaal	1981	Chief Executive Officer	2012
Niels Korthals Altes 1972		Chief Commercial Officer	2017
Victor van Dijk	1979	Chief Financial Officer	2019

Michiel Langezaal is the Company's Chief Executive Officer (CEO) and chairman of the Management Board and statutory director. He is one of the founders of Fastned. Michiel has over 10 years of work experience. Michiel is also the owner and managing director of Carraig Aonair Holding B.V. Before the foundation of Fastned and his appointment as CEO of the Company in 2012, Michiel was New Business Developer at Epyon/ABB from 2010 to 2012. Before that, he worked as a strategy consultant at A.T. Kearney from 2007 to 2010.

Michiel holds a Master's degree (cum laude) in Mechanical engineering from Delft University of Technology in the Netherlands.

Niels Korthals Altes is the Company's Chief Commercial Officer (CCO) and a statutory director. Before his appointment as statutory of the Fastned in 2017, he already worked for the Fastned as independent consultant (from 2012 to 2013) and as CCO and Head of Funding (since 2013). Niels has over 22 years of work experience. Earlier in his career, Niels was founder and director of Windcentrale B.V., director at Climate Neutral Group B.V., and founder and managing director of GreenSeat B.V. Before that, Niels had various marketing positions at Unilever N.V. and he worked as a brand manager at DB Group in New Zealand.

Niels holds an MBA from the Erasmus University Rotterdam in the Netherlands.

Victor van Dijk is the Company's Chief Financial Officer (CFO) and non-statutory director of the Management Board. Before his appointment as member of the Management Board of Fastned in 2019 Victor worked at ING as Managing Director Debt Capital Markets (DCM) where he had been responsible for corporate DCM in Germany, Switzerland and Austria since 2012. Victor has over 14 years of work experience in various positions at ING.

Victor holds a Master's degree in Civil Engineering from Delft University of Technology in the Netherlands.

Members of the supervisory board

The Supervisory board comprises the following members:

Name	Year of Birth	Position	Member since
Bart Lubbers	1965	Chairman	2019
Hans Streng	1954	Vice-Chairman	2019
Hans Michels	1961	Member	2019

Bart Lubbers is the Chairman and a non-independent member of the Supervisory Board. He is one of the founders of Fastned. Since the foundation of the Company in 2012, Bart has been a managing director of the Company. Currently, he is also a managing director of Breesaap B.V. which position he holds since 1995, and of Wilhelmina-Dok B.V. which position he holds since 1999. Since 2011, Bart is also a member of the supervisory board of QWIC B.V. Bart Lubbers was a member of the supervisory board of Epyon, Mercon Steel Structures B.V., Hotel Figi, and Metro Newspaper in the Netherlands (which he also founded). Bart holds an MBA from the Rotterdam School of Management and a Master's degree in History from the University of Utrecht in the Netherlands. Bart is a member of the Supervisory Board as of 2019 and his current term will end in 2023.

Hans Streng is the Vice-Chairman and an independent member of the Supervisory Board. Currently, Hans' activities are primarily advisory-based, working with several start-up companies in Europe, Israel and the USA. Since late 2018, Hans retired from his position as CEO of Luxexcel Holding B.V. Before this, he also has been the CEO of the start-ups/spin-outs Epyon B.V., Geotate Inc. and The Industree B.V., He also worked at NXP as general manager of emerging businesses and at Royal Philips Electronics during the early 2000's where he restructured divisional activities of Philips Digital Networks. During this period he also served as a non-executive board member of Adamind Inc. His restructuring work encompassed, inter alia, a series of merger and acquisition activities, including the listing of Adamind Inc. at London AIM. Hans started his professional career at Philips Corporate Research Laboratories. Hans holds an MBA from the University of Rochester NY in the USA, an MSc in Electronics from the Eindhoven University of Technology and a BSc Automotive from the (former) Apeldoorn Polytechnic. Hans Streng is a member of the Supervisory Board as of 2019 and his current term will end in 2020.

Hans Michels is an independent member of the Supervisory Board. Hans has over 20 years of experience as an investment banker. Since 2018, Hans was a mentor at Rockstart Smart Energy, a start-up accelerator that supports start-ups by providing access to capital, market, community and expertise. Since 2017, Hans is an advisor to Voltalia S.A., a French power producer and service provider in renewable energy, as well as chairman of the supervisory board of U-Center. Since 2008, he has been interim CEO/COO in various healthcare companies in the Netherlands and the UK. Also, Hans has fulfilled non-executive roles as chairman at companies like Iena Environnement, Priory Healthcare and Orthopedie Investments Europe and he was Associé for interim executive management at Boer & Croon. In the early 2000's, Hans was managing director investment banking at ABN AMRO and a founder of the green energy funds Fideme and European Carbon (currently part of Natixis Environnement & Infrastructures). Hans holds a master's degree in economics from the University of Amsterdam. Hans Michiels is a member of the Supervisory Board as of 2019 and his current term will end in 2023

In control and responsibility statements

As stated in the Risk Management section of this report, the Management Board recognises the importance of a formalised approach towards risk management for a rapidly growing organisation like Fastned. In practice this means that it is important to maintain the right balance between formalised systems and procedures and the informal hands-on approach that is necessary to further boost the growth of the company. Fastned's corporate culture and still relatively small scale organisation allows for important 'soft-control' to mitigate risks and fraud. Fastned aims to further develop its risk management policies in the coming years.

The Management Board states, in accordance with best practice provision 1.4.3. of the Dutch Civil Code, that:

• The report provides sufficient insight into any shortcomings in the effectiveness of the internal risk management and control systems;
• Those systems provide reasonable assurance that the financial report does not contain any material misstatements;
• In the current situation, based on the current opex and capex budget and revenue projections, it is appropriate for the financial report to be prepared on a going concern basis; and
• The Management Board report discloses all material risks and uncertainties that are relevant regarding the expectation as to the continuity of Fastned for the 12-month period after the date of issue of this Management Board report.

With reference to section 5.25c paragraph 2c of the Financial Markets Supervision Act, the Management Board states that, to the best of its knowledge:

• The annual financial statements give a true and fair view of the assets, liabilities, financial position and loss of the company and the undertakings included in the consolidation taken as a whole.
• The Management Board report provides a fair view of the development and performance of the business and the position of the company and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that the company faces.

Michiel Langezaal (CEO)

Niels Korthals Altes (CCO)

Victor van Dijk (CFO)

Non IFRS Measures

Fastned's consolidated financial statements are prepared in accordance with Part 9 of Book 2 of the Dutch Civil Code and the International Financial Reporting Standards (IFRS) as adopted by the European Union. Certain parts of Fastned's Management Board report contain non-IFRS financial measures and ratios (e.g operational EBITDA) that are not recognised measures of financial performance or liquidity under IFRS.

The non-IFRS financial measures presented are measures used by management to monitor the underlying performance of the business and operations and have therefore not been audited or reviewed. Furthermore, they may not be indicative of the historical operating results, nor are they meant to be predictive of future results.

These non-IFRS measures are presented because they are considered important supplementary measures of Fastned's performance.

Not all companies calculate non-IFRS financial measures in the same manner or on a consistent basis. As a result, these measures and ratios may not be comparable to measures used by other companies under the same or similar names.

The table below provides an overview of the non-IFRS measures used with their definitions.

Term	Definition
Network operation costs	Operating costs that are directly related to the stations, such as grid fees, rent and maintenance), as well as the indirect operating costs that can be attributed to the ongoing operations of Fastned's existing network, which primarily includes salaries and other costs related to network operations, such as office rent, general costs, customer service and administration.
Network expansion costs	Costs related to the expansion of Fastned's network, which primarily includes costs for salaries and other overhead costs related to network development, search and acquisition of new sites, location design, construction engineering, and IT software development.
Operational EBITDA	Gross profit from revenues related to charging plus other operating income/(loss) less network operation costs less exceptional items.
Operational EBITDA per station	Operational EBITDA divided by the average number of stations in operation during the period.
Exceptional items	Gains or losses arising one-time or infrequent events not directly related to normal station business including cost of employee share based payments, disposal of fixed assets, or restructuring of activities.
Underlying company EBITDA	Earnings before interest, taxes, depreciation, amortisation, exceptional items and gross profit on station construction for third parties
EBITDA	Earnings before interest, taxes, depreciation and amortisation
Underlying net profit	Net profit before exceptional items and before gross profit on station construction for third parties
ROIC	Operational EBITDA of a station divided by the initial investment of the station

The table below provides a reconciliation of non IFRS performance to the IFRS amounts reported in the financial statements

€'000	2019				2018
	Network	Expansion	D,A&P	Exceptional items	Total	Network	Expansion	D,A&P	Exceptional items	Total
Revenues	4,548	-	-	1,850	6,398	1,638				1,638
Cost of sales	(868)	-	-	(1,965)	(2,833)	(410)				(410)
Gross Profit	3,680	-	-	(115)	3,565	1,228				1,228
Other operating income/(loss)	-	-	-	(264)	(264)	3			662	665
Selling & distribution expenses	(1,472)	-	-	(76)	(1,548)	(969)				(969)
Administrative expenses	(1,007)	(2,217)	(2,955)	(1,583)	(7,762)	(761)	(1,515)	(1,537)	(230)	(4,043)
Other operating expenses	(656)	(1,594)	-	(1,036)	(3,286)	(739)	(1,057)			(1,796)
Operational EBITDA	545					(1,238)
Operating profit / (loss)	545	(3,811)	(2,955)	(3,074)	(9,295)	(1,238)	(2,572)	(1,537)	432	(4915)
Operational EBITDA per station	5					(17)

Consolidated statement of profit or loss

for the year ended 31 December

€'000	Notes	2019	2018
Revenue related to charging		4,548	1,638
Revenue from station construction as part of service concessions		1,850	-
Revenue	6	6,398	1,638
Cost of sales related to charging		(867)	(410)
Cost of sales from station constr. as part of service concessions		(1,966)	-
Cost of sales	7	(2,833)	(410)
Gross profit		3,565	1,228
Other operating income/(loss)	8.1	(264)	665
Selling and distribution expenses		(1,548)	(969)
Administrative expenses	8.2	(7,762)	(4,043)
Other operating expenses	8.3	(3,286)	(1,796)
Operating loss		(9,295)	(4,915)
Finance costs	8.4	(2,846)	(1,653)
Finance income	8.5	107	69
Loss before tax		(12,034)	(6,499)
Income tax expense	9	-	-
Loss for the year		(12,034)	(6,499)
Attributable to equity holders of the Group		(12,034)	(6,499)
Earnings per share (€/share)
Basis, loss for the year attributable to ordinary equity holders of the Group	10	(0.81)	(0.46)
Diluted, loss for the year attributable to ordinary equity holders of the Group	10	(0.81)	(0.46)

Consolidated statement of comprehensive income

for the year ended 31 December

€'000	Notes	2019	2018
Loss for the year		(12,034)	(6,499)
Other comprehensive income :
Items that will be reclassified subsequently to profit or loss
Exchange differences on translating foreign operations		(43)	-
Total comprehensive income for the year, net of tax		(12,077)	(6,499)
Attributable to equity holders of the Group		(12,077)	(6,499)

Consolidated statement of financial position

as at 31 December

€'000		Notes	31 Dec 2019	31 Dec 2018
Non-current assets	Other intangible assets	11	340	131
	Property, plant and equipment	12	30,665	23,587
	Right-of-use-assets	13	3,500	-
	Non-current financial assets	14.2	995	1,254
			35,500	24,972
Current assets	Current financial assets	14.2	332	-
	Prepayments	15	784	1,354
	Trade and other receivables	15	1,686	4,430
	Cash and cash equivalents	16	19,327	9,898
			22,129	15,682
Total assets			57,629	40,654
Equity	Share capital	17	148	148
	Share premium	17	26,503	26,329
	Legal reserves		340	131
	Retained earnings		(34,524)	(23,821)
			(7,533)	2,787
Non-current liabilities	Interest-bearing loans and borrowings	14.3	56,968	34,102
	Lease Liabilities	19	3,288	-
	Provisions	20	2,065	1,377
	Deferred revenues	21	455	1,035
			62,776	36,514
Current liabilities	Trade and other payables	18	1,942	1,353
	Lease Liabilities	19	444	-
			2,386	1,353
Total liabilities			65,162	37,867
Total equity and liabilities			57,629	40,654

Consolidated statement of changes in equity

for the year ended 31 December

€'000	Issued capital (Note 17)	Share premium (Note 17)	Legal reserves	Retained earnings	Total
Attributable to equity holders of the Group
As at 1 January 2019	148	26,329	131	(23,821)	2,787
Loss for the period	-	-	-	(12,034)	(12,034)
Other comprehensive income	-	-	-	(43)	(43)
Total comprehensive income	-	-	-	(12,077)	(12,077)
Reserve for software development	-	-	209	(209)	-
Credit to equity for equity-settled share based payments	-	-	-	1,583	1,583
Reversal of accrued costs for issued capital	-	174	-	-	174
As at 31 December 2019	148	26,503	340	(34,524)	(7,533)
As at 1 January 2018	142	20,378	-	(17,421)	3,099
Loss for the period	-	-	-	(6,499)	(6,499)
Other comprehensive income	-	-	-	-	-
Total comprehensive income	-	-	-	(6,499)	(6,499)
Reserve for software development	-	-	131	(131)	-
Credit to equity for equity-settled share based payments	-	-	-	230	230
Issuance of shares including loan conversion	6	5,936	-	-	5,942
Issuance of shares to settle interest paid	-	15	-	-	15
As at 31 December 2018	148	26,329	131	(23,821)	2,787

Consolidated statement of cash flows

for the year ended 31 December

€'000	Notes	2019	2018
Operating activities
Loss before tax		(12,034)	(6,499)
Adjustments to reconcile loss before taxation to net cash provided by operating activities :
Depreciation and amortization	8.2	2,925	1,480
Interest payable	8.4	2,806	1,591
Interest paid	13 & 14.4	(2,747)	(1,321)
Interest receivable	14.4	(71)	(66)
Interest received	14.4	-	7
Net (gain)/loss on sale of non-current assets	8.1	264	(661)
Net charge for provisions, less payments	20	688	344
Net charge for deferred revenue, less received	21	(617)	433
Share-based payments		1,583	230
Other non-cash items		28	(133)
Working capital adjustments:
Movement in trade and other receivables and prepayments		(335)	(1,234)1
Movement in trade and other payables		297	(1,382) 1
Net cash flows from operating activities		(7,213)	(7,211)
Investing activities
Payments for property, plant and equipment and other intangible assets	11, 12	(9,431)	(12,647) 1
Proceeds from sale of property, plant and equipment		-	1,840
Net cash flows used in investing activities		(9,431)	(10,807)
Financing activities
Proceeds from issuance of shares	17	3	-
Share premium received	17	3,475	-
Proceeds from borrowings	14.3	22,866	11,603
Repayment of credit facility		36	-
Repayment of lease liability principal		(266)	-
Net cash flows from / (used in) financing activities		26,114	11,603
Currency translation differences relating to cash and cash equivalents		(41)	-
Net increase in cash and cash equivalents		9,429	(6,415)
Cash and cash equivalents at 1 January		9,898	16,313
Cash and cash equivalents at 31 December	16	19,327	9,898

¹ 2018 restated, see note 3

Notes to the consolidated financial statements

1. General information

The principal activity of Fastned B.V. and subsidiaries (the Group) consist of the exploitation of fast charging facilities for fully electric cars.

The consolidated financial statements of the Group for the year ended 31 December 2019 were authorised for issue in accordance with a resolution of the directors on 30 March 2020. Fastned B.V. is a limited company incorporated and domiciled in the Netherlands (Kvk nr 54606179) and whose certificates are publicly traded on the trading platform Euronext. The registered office is located at James Wattstraat 77-79in Amsterdam. The ultimate parent of the Group is the FAST Foundation.

Information on the Group's structure is provided in Note 5. Information on other related party relationships of the Group is provided in Note 24.

In 2019, the Group has applied IFRS 16 Leases (as issued by the IASB in January 2016) that is effective for annual periods that begin on or after 1 January 2019 and elected to apply the modified retrospective transition approach in which the cumulative effect of initial application is recognised in opening retained earnings at the date of initial application with no restatement of comparative periods' financial information.

Statement of compliance with IFRS, financial position and going concern assumption

These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) . They have been prepared under the assumption that the Group operates on a going concern basis.

As foreseen in the business plan and long-term forecasts, the Group incurs losses during the first years of its operations. The deficits are for a major part funded by borrowings as well as by issuance of certificates of shares via FAST (Fastned Administratie Stichting). At balance sheet date this resulted in a negative equity of €7.5 million (2018: positive €2.8 million) and a cash level of €19.3m (2018: €9.9m). To finance further roll-outof new charging stations in the Netherlands and Europe, the Group issued bonds in March 2019 amounting to €10.6 million and November 2019 amounting to €12.2 million. Furthermore, cashflows are monitored closely and Fastned invests in new stations, chargers and grid connections only if the Group has secured financing for such investments.

Management monitors cash and liquidity forecasts on a continuous basis, whereby a minimum desired cash level is to be maintained throughout the forecast period. The liquidity forecast incorporates current cash levels, revenue projections and a detailed capex and opex budget. Revenue projections are driven by the projected amount of FEVs on the road based on analyst forecasts and conservative projections on Fastned's market penetration (monthly unique customers relative to the projected FEVs on the road) and kWh hours charged per monthly customer. In the first part of the forecast period, Fastned has the ability to reduce capital expenditure if necessary.

Management prepares detailed liquidity forecasts, which incorporate the potential impact from the Covid-19 outbreak, which given the rapidly evolving nature and uncertain broader consequences of the pandemic, are regularly updated.These forecasts reflect potential scenarios and management plans. Updated scenarios include strongly reduced revenues due to less traffic on the road in the coming months and reduced FEV sales in 2020 compared to the base case. Fastned had €19 million in cash and cash equivalents per year end 2019. Management has the ability to reduce capital expenditure plans, and with that raised the minimum desired cash levels from the base case, to cater for a less certain outlook.

Based on available information at the date of this report, the liquidity forecasts for the upcoming 12 -18 months show adequate funds available for Fastned to continue as a going concern. As a result, management is satisfied that a presentation of financial statements on a going concern basis is appropriate.

2. Significant accounting policies

2.1 Basis of accounting

These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU) and also comply with the financial reporting requirements included in Part 9 of Book 2 of the Dutch Civil Code.

The financial statements have been prepared on the historical cost basis, except for the revaluation of certain properties and financial instruments that are measured at revalued amounts or fair values at the end of each reporting period, as explained in the accounting policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

The financial statements are presented in Euro's and all values are rounded to the nearest thousand euro (€'000), except where otherwise indicated.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of IFRS 2, leasing transactions that are within the scope of IFRS 16, and measurements that have some similarities to fair value but are not fair value, such as net realisable value in IAS 2 or value in use in IAS 36.

2.2 Principal accounting policies

The principal accounting policies adopted are set out below.

a) Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 December each year.

Control is achieved when the Company:

• has the power over the investee;
• is exposed, or has rights, to variable returns from its involvement with the investee; and
• has the ability to use its power to affect its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

When the Company has less than a majority of the voting rights of an investee, it considers that it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including:

• the size of the Company's holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
• potential voting rights held by the Company, other vote holders or other parties;
• rights arising from other contractual arrangements; and
• any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders' meetings.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, the results of subsidiaries acquired or disposed of during the year are included in profit or loss from the date the Company gains control until the date when the Company ceases to control the subsidiary.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with the Group's accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between the members of the Group are eliminated on consolidation.

Non-controlling interests in subsidiaries are identified separately from the Group's equity therein. Those interests of non-controlling shareholders that are present ownership interests entitling their holders to a proportionate share of net assets upon liquidation may initially be measured at fair value or at the non-controllinginterests' proportionate share of the fair value of the acquiree's identifiable net assets. The choice of measurement is made on an acquisition-by-acquisitionbasis. Other non-controlling interests are initially measured at fair value. Subsequent to acquisition, the carrying amount of non-controlling interests is the amount of those interests at initial recognition plus the non-controlling interests' share of subsequent changes in equity.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the Company and to the non-controllinginterests even if this results in the non-controllinginterests having a deficit balance.

Changes in the Group's interests in subsidiaries that do not result in a loss of control are accounted for as equity transactions. The carrying amount of the Group's interests and the non-controllinginterests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to the owners of the Company.

When the Group loses control of a subsidiary, the gain or loss on disposal recognised in profit or loss is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), less liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as required/permitted by applicable IFRS Standards). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IFRS 9 when applicable, or the cost on initial recognition of an investment in an associate or a joint venture.

b) Investments in associates and joint ventures

An associate is an entity over which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.

The results and assets and liabilities of associates or joint ventures are incorporated in these financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for in accordance with IFRS 5.

Under the equity method, an investment in an associate or a joint venture is recognised initially in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Group's share of the profit or loss and other comprehensive income of the associate or joint venture. When the Group's share of losses of an associate or a joint venture exceeds the Group's interest in that associate or joint venture (which includes any long-term interests that, in substance, form part of the Group's net investment in the associate or joint venture), the Group discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture.

An investment in an associate or a joint venture is accounted for using the equity method from the date on which the investee becomes an associate or a joint venture. On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group's share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment. Any excess of the Group's share of the net fair value of the identifiable assets and liabilities over the cost of the investment, after reassessment, is recognised immediately in profit or loss in the period in which the investment is acquired.

The requirements of IAS 36 are applied to determine whether it is necessary to recognise any impairment loss with respect to the Group's investment in an associate or a joint venture. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS 36 as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount. Any impairment loss recognised is not allocated to any asset, including goodwill that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognised in accordance with IAS 36 to the extent that the recoverable amount of the investment subsequently increases.

The Group discontinues the use of the equity method from the date when the investment ceases to be an associate or a joint venture. When the Group retains an interest in the former associate or a joint venture and the retained interest is a financial asset, the Group measures the retained interest at fair value at that date and the fair value is regarded as its fair value on initial recognition in accordance with IFRS 9. The difference between the carrying amount of the associate or a joint venture at the date the equity method was discontinued, and the fair value of any retained interest and any proceeds from disposing of a part interest in the associate or a joint venture is included in the determination of the gain or loss on disposal of the associate or joint venture. In addition, the Group accounts for all amounts previously recognised in other comprehensive income in relation to that associate on the same basis as would be required if that associate had directly disposed of the related assets or liabilities. Therefore, if a gain or loss previously recognised in other comprehensive income by that associate or joint venture would be reclassified to profit or loss on the disposal of the related assets or liabilities, the Group reclassifies the gain or loss from equity to profit or loss (as a reclassification adjustment) when the associate or joint venture is disposed of.

When the Group reduces its ownership interest in an associate or a joint venture but the Group continues to use the equity method, the Group reclassifies to profit or loss the proportion of the gain or loss that had previously been recognised in other comprehensive income relating to that reduction in ownership interest if that gain or loss would be reclassified to profit or loss on the disposal of the related assets or liabilities.

When a Group entity transacts with an associate or a joint venture of the Group, profits and losses resulting from the transactions with the associate or joint venture are recognised in the Group's consolidated financial statements only to the extent of interests in the associate or joint venture that are not related to the Group.

The Group applies IFRS 9, including the impairment requirements, to long-term interests in an associate or joint venture to which the equity method is not applied and which form part of the net investment in the investee. Furthermore, in applying IFRS 9 to long-term interests, the Group does not take into account adjustments to their carrying amount required by IAS 28 (i.e. adjustments to the carrying amount of long-terminterests arising from the allocation of losses of the investee or assessment of impairment in accordance with IAS 28).

c) Revenue recognition

The Group recognises revenue from the following major sources:

• Sales of electricity after the deduction of discounts and sales taxes
• Other revenues such as service revenues from maintaining and operating the stations for city or provincial area authorities, and revenue from sales of Renewable energy units (HBEs: hernieuwbare brandstofeenheden).
• Revenue from construction service arrangements where Fastned constructs, transfers and operates charging stations for public sector bodies.

Sales of electricity

Fastned supplies electricity to owners of electric vehicles who use either the Fastned app, a charge card, or credit/debit bank card. Revenue is recognised when control of the electricity has transferred, being at the point the customer charges at a Fastned station. Payment of the transaction price is due according to the terms applying to the payment method (Fastned app, charge card, bank card) used by the customer purchasing the electricity.

Maintenance fees

Maintenance fee revenue is recognised over the time period related to the associated performance obligation.

Sales of Renewable energy units

Fastned policy is to sell renewable energy units in the same period as the underlying kwh are sold to charging

customers and to record revenue arising accordingly.

Revenue from station construction as part of service concessions

Under certain contractual arrangements, Fastned constructs or upgrades charging station infrastructure (construction or upgrade services) used to provide a public service and operates and maintains that charging station infrastructure (operation services) for a specified period of time. Revenue from construction of charging stations is recognised over time on a cost-to-cost method, i.e. based on the proportion of contract costs incurred for work performed to date relative to the estimated total contract costs. The directors consider that this input method is an appropriate measure of the progress towards complete satisfaction of these performance obligations under IFRS 15.

d) Leases (Group as lessee)

The Group assesses whether a contract is or contains a lease, at inception of the contract. The Group recognises a right-of-useasset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low value assets (such as office equipment). For these leases, the Group recognises the lease payments as an operating expense on a straight-line basis over the term of the lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased assets are consumed.

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate.

Lease payments included in the measurement of the lease liability comprise:

• Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable;
• Variable lease payments that depend on an index or rate, initially measured using the index or rate at the commencement date;
• The amount expected to be payable by the lessee under residual value guarantees;
• The exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and
• Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.

The lease liability is presented as a separate line in the consolidated statement of financial position.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-useasset) whenever:

• The lease term has changed or there is a significant event or change in circumstances resulting in a change in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate.
• The lease payments change due to changes in an index or rate or a change in expected payment under a guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used).
• A lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification.

The right-of-useassets comprise the initial measurement of the corresponding lease liability, lease payments made at or before the commencement day, less any lease incentives received and any initial direct costs. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Whenever the Group incurs an obligation for costs to dismantle and remove a leased asset, restore the site on which it is located or restore the underlying asset to the condition required by the terms and conditions of the lease, a provision is recognised and measured under IAS 37. To the extent that the costs relate to a right-of-useasset, the costs are included in the related right-of-use asset.

Right-of-useassets are depreciated over the shorter period of lease term and useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Group expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

The right-of-use assets are presented as a separate line in the consolidated statement of financial position.

The Group applies IAS 36 to determine whether a right-of-useasset is impaired and accounts for any identified impairment loss as described in the 'Property, Plant and Equipment' policy.

Variable rents that do not depend on an index or rate are not included in the measurement of the lease liability and the right-of-use asset. The related payments are recognised as an expense in the period in which the event or condition that triggers those payments occurs and are included in the line "Selling and Distribution expenses" in profit or loss.

As a practical expedient, IFRS 16 permits a lessee not to separate non-leasecomponents, and instead account for any lease and associated non-lease components as a single arrangement.Fastned has elected to adopt this expedient for leases of transformers (where the lessor is responsible for maintenance and repair services) and office leases (including service costs).

e) Foreign currencies

In preparing the financial statements of the Group entities, transactions in currencies other than the entity's functional currency (foreign currencies) are recognised at the rates of exchange prevailing on the dates of the transactions. At each reporting date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences are recognised in profit or loss in the period in which they arise.

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Group's foreign operations are translated at exchange rates prevailing on the reporting date. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the date of transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in a foreign exchange translation reserve (attributed to non-controlling interests as appropriate).

On the disposal of a foreign operation (i.e. a disposal of the Group's entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation or a partial disposal of an interest in a joint arrangement or an associate that includes a foreign operation of which the retained interest becomes a financial asset), all of the exchange differences accumulated in a foreign exchange translation reserve in respect of that operation attributable to the owners of the company are reclassified to profit or loss.

In addition, in relation to a partial disposal of a subsidiary that includes a foreign operation that does not result in the Group losing control over the subsidiary, the proportionate share of accumulated exchange differences are re-attributed to non-controlling interests and are not recognised in profit or loss. For all other partial disposals (i.e. partial disposals of associates or joint arrangements that do not result in the Group losing significant influence or joint control), the proportionate share of the accumulated exchange differences is reclassified to profit or loss.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate. Exchange differences arising are recognised in other comprehensive income.

f) Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

g) Government grants

Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received.

Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group

recognises as expenses the related costs for which the grants are intended to compensate. Specifically, government grants whose primary condition is that the Group should purchase, construct or otherwise acquire non-current assets (including property, plant and equipment) are recognised within property, plant and equipment in the consolidated statement of financial position and transferred to profit or loss on a systematic and rational basis over the useful lives of the related assets.

Government grants that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognised in profit or loss in the period in which they become receivable.

h) Retirement and termination benefit costs

Payments to defined contribution retirement benefit plans are recognised as an expense when employees have rendered service entitling them to the contributions. Payments made to state-managedretirement benefit plans are accounted for as payments to defined contribution plans where the Group's obligations under the plans are equivalent to those arising in a defined contribution retirement benefit plan.

i) Short-term and other long-term employee benefits

A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.

Liabilities recognised in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be paid in exchange for the related service.

Liabilities recognised in respect of other long-term employee benefits are measured at the present value of the estimated future cash outflows expected to be made by the Group in respect of services provided by employees up to the reporting date.

j) Taxation

The income tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in profit or loss because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

A provision is recognised for those matters for which the tax determination is uncertain but it is considered probable that there will be a future outflow of funds to a tax authority. The provisions are measured at the best estimate of the amount expected to become payable. The assessment is based on the judgement of tax professionals within the Company supported by previous experience in respect of such activities and in certain cases based on specialist independent tax advice.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, a deferred tax liability is not recognised if the temporary difference arises from the initial recognition of goodwill.

Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised based on tax laws and rates that have been enacted or substantively enacted at the reporting date.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

Where tax treatments are uncertain, if it is considered probable that a taxation authority will accept the group's proposed tax treatment, income taxes are recognized consistent with the group's income tax filings. If it is not considered probable, the uncertainty is reflected within the carrying amount of the applicable tax asset or liability using either the most likely amount or an expected value, depending on which method better predicts the resolution of the uncertainty.

Current tax and deferred tax for the year

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

k) Property, plant and equipment

Plant, machinery, fixtures and fittings are stated at cost less accumulated depreciation and accumulated impairment loss.

Depreciation is recognised so as to write off the cost or valuation of assets (other than freehold land and properties under construction) less their residual values over their useful lives, using the straight-linemethod, on the following bases:

• Charging stations and technical installations: 6.66% per year / 15 years or 12.5% per year / 8 years
• Transformers: 3.33% per year / 30 years
• Other operating assets: 20% per year / 5 years

The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

Right-of-useassets are depreciated over the shorter period of the lease term and the useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-useasset reflects that the Group expects to exercise a purchase option, the related right-of-useasset is depreciated over the useful life of the underlying asset.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. The gain or loss arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

l) Intangible assets acquired separately

Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives which are disclosed in note 18. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses.

m) Internally-generated intangible assets – software development expenditure

Expenditure on software development activities is recognised as an expense in the period in which it is incurred.

An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, all of the following conditions have been demonstrated:

• the technical feasibility of completing the intangible asset so that it will be available for use or sale;
• the intention to complete the intangible asset and use or sell it;
• the ability to use or sell the intangible asset;
• how the intangible asset will generate probable future economic benefits;
• the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
• the ability to measure reliably the expenditure attributable to the intangible asset during its development.

The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally-generated intangible asset can be recognised, development expenditure is recognised in profit or loss in the period in which it is incurred.

Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

n) Derecognition of intangible assets

An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.

o) Impairment of property, plant and equipment and intangible assets excluding goodwill

At each reporting date, the Group reviews the carrying amounts of its property, plant and equipment and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Intangible assets with an indefinite useful life are tested for impairment at least annually and whenever there is an indication at the end of a reporting period that the asset may be impaired.

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-taxdiscount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generatingunit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generatingunit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease and to the extent that the impairment loss is greater than the related revaluation surplus, the excess impairment loss is recognised in profit or loss.

Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss to the extent that it eliminates the impairment loss which has been recognised for the asset in prior years. Any increase in excess of this amount is treated as a revaluation increase.

p) Financial instruments

Financial assets - Classification and measurement

The Group classifies its financial assets in the following measurement categories:

• those to be measured subsequently at fair value (either through OCI or through profit or loss)
• those to be measured at amortised cost.

The classification depends on the entity's business model for managing the financial assets and the contractual terms of the cash flows.

Financial assets - Recognition and derecognition

Regular purchases and sales of financial assets are recognised on the trade-date, the date on which the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership.

Financial assets - Measurements

At initial recognition the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit or loss are expensed in profit or loss.

Debt instruments

Subsequent measurement of debt instruments depends on the Group's business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Group classifies its debt instruments:

• Amortised cost
• Fair value through profit or loss
• Fair value through other comprehensive income.

The Group only has financial assets at amortised cost and makes no use of derivative financial instruments.

Amortised costs

Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other gains/losses together with foreign exchange gains and losses.

Financial assets - Impairment

The Group assesses on a forward looking basis the expected credit losses associated with its debt instruments carried at amortised cost.

The Group has no trade receivables nor amounts due from customers for contract work including a significant finance component and is therefore required to apply the simplified approach under IFRS 9, in which the credit losses are measured using a lifetime expected loss allowance for all trade receivables and amounts due from customers for contract work. Information about the Group's exposure to credit risk and measurement of impairment losses for trade receivables is included in Note 15.

Financial liabilities - Recognition and measurement

Financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument.

The Group only has financial liabilities at amortised cost and makes no use of derivative financial instruments.

Financial liabilities at amortised cost

Financial liabilities at amortised cost include trade and other payables and long-term debt. Trade and other

payables and long-term debt are initially recognised at fair value equalling the amount required to be paid, less, when material, a discount to reduce the payables to fair value. Subsequently, trade and other payables and long-term debt are measured at amortised cost using the effective interest method. Trade and other payables are classified as current liabilities due to their short term nature, except for maturities greater than 12 months after the end of the reporting period. These are classified as non-current liabilities.

Financial liabilities - Derecognition

The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in the income statement.

The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value. However, when the cash flows of the modified liability are not substantially different, the Group (i) recalculates the amortised cost of the modified financial liability by discounting the modified contractual cash flows using the original effective interest rate and (ii) recognises any adjustment in the income statement.

Offsetting financial instruments

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The Group does not have any legally enforceable right to offset the recognised amounts in the balance sheet.

q) Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. The Group records provisions for decommission costs of charging stations, see note 20 for details.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

r) Deferred revenue

The Group operates a Founders club through which early large investors in Fastned have the right to charge their EV's at Fastned for free, ie. at a 100% discount on the regular price for the rest of their lives. This right is a material right, and the promise to provide the 100% discount to the Founders is therefore a separate future performance obligation for which deferred income is recognised in the balance sheet.

s) Share-based payments

Share-based payment transactions of the Group

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of the equity instruments at the grant date. The fair value excludes the effect of non-market-basedvesting conditions. Details regarding the determination of the fair value of equity-settled share-basedtransactions are set out in note 22.

The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis over the vesting period, based on the Group's estimate of the number of equity instruments that will eventually vest. At each reporting date, the Group revises its estimate of the number of equity instruments expected to vest as a result of the effect of non-market-basedvesting conditions. The impact of the revision of the original estimates, if any, is recognised in profit or loss such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to reserves.

2.4 New or revised Standards or Interpretations adopted as at 1 January 2019

● IFRS 16 Leases

Fastned adopted IFRS 16 'Leases', which replaced IAS 17 'Leases' and IFRIC 4 'Determining whether an arrangement contains a lease', with effect from 1 January 2019.

IFRS 16 stipulates that all leases and the associated contractual rights and obligations should be generally recognized in the lessee's Statement of Financial Position, unless the term is 12 months or less or the lease is for a low-value asset.

Agreements that convey the right to control the use of an identified asset for a period of time in exchange for consideration are accounted for as leases. A lease liability is recognised at the present value of future lease payments over the reasonably certain lease term. Variable lease payments that do not depend on an index or a rate are not included in the lease liability. The right-of-use asset is recognised at a value equivalent to the initial measurement of the lease liability adjusted for lease prepayments, lease incentives, initial direct costs and any restoration obligations. The subsequent amortisation of the right-of-useasset and the interest expense related to the lease liability are recognised in the income statement over the lease term.

Fastned elected to apply the modified retrospective transition approach in which the cumulative effect of initial application is recognised in opening retained earnings at the date of initial application with no restatement of comparative periods' financial information.

IFRS 16 introduces a revised definition of a lease. As permitted by the standard, Fastned elected not to reassess the existing population of leases under the new definition and will only apply the new definition for the assessment of contracts entered into after the transition date. The interest rate ranges from 8% to 9.27% depending on the duration of the lease. On transition the standard permits, on a lease-by-leasebasis, the right-of-useasset to be measured either at an amount equal to the lease liability (as adjusted for prepaid or accrued lease payments), or on a historical basis as if the standard had always applied. Fastned elected to use the asset equals liability approach for the existing population of leases.

€'000		31 Dec 2018	IFRS 16	1 Jan 2019
Non-current assets	Other intangible assets	131	-	131
	Property, plant and equipment	23,587	-	23,587
	Right-of-use-assets	-	2,820	2,820
	Non-current financial assets	1,254	-	1,254
		24,972	2,820	27,792
Current assets	Trade and other receivables	4,430	-	4,430
	Prepayments	1,354	-	1,354
	Cash and cash equivalents	9,898	-	9,898
		15,682	-	15,682
Total assets		40,654	2,820	43,474
Equity	Share capital	148	-	148
	Share premium	26,329	-	26,329

The effect of the adoption of IFRS 16 on the group balance sheet is set out below.

Total equity and liabilities		40,654	2,820	43,474
Total liabilities		37,867	2,820	40,687
		36,514	2,530	39,044
	Deferred revenues	1,035	-	1,035
	Provisions	1,377	-	1,377
	Lease liabilities	-	2530	2,530
Non-current liabilities	Interest-bearing loans and borrowings	34,102	-	34,102
		1,353	290	1,643
	Lease liabilities	-	290	290
Current liabilities	Trade and other payables	1,353	-	1,353
		2,787	-	2,787
	Retained earnings	(23,821)	-	(23,821)
	Legal reserves	131	-	131

The presentation and timing of recognition of charges in the income statement has changed following the adoption of IFRS 16. The operating lease expense previously reported under IAS 17, typically on a straight-line basis, has been replaced by depreciation of the right-of-use asset and interest on the lease liability. In the cash flow statement payments are now presented as financing cash flows, representing payments of principal, and as operating cash flows, representing payments of interest. Variable lease payments that do not depend on an index or rate are not included in the lease liability and will continue to be presented as operating cash flows. In prior years, operating lease payments were presented within cash flows from operating activities. The following table provides a reconciliation of the group's operating lease commitments as at 31 December 2018 to the total lease liability recognised on the group balance sheet in accordance with IFRS 16 as at 1 January 2019.

€'000
-------

Operating lease commitments at 31 December 2018	3,462
Impact of discounting	(1,410)
Leases not yet commenced at 1 January 2019	905
Short term leases	-
Long term leases expiring before 31 December 2019	(62)
Other reconciling items (net)	(75)
Total lease liabilities at 1 January 2019	2,820

In the current year, the Group has applied a number of amendments to IFRS Standards and Interpretations issued by the IASB that are effective for an annual period that begins on or after 1 January 2019. Their adoption has not had any material impact on the disclosures or on the amounts reported in these financial statements.

● Amendments to IFRS 9, Prepayment Features with Negative Compensation

• Amendments to IAS 28 Long-term Interests in Associates and Joint Ventures
• Annual Improvements to IFRS Standards 2015–2017 Cycle Amendments to IFRS 3 Business
• Combinations, IFRS 11 Joint Arrangements, IAS 12 Income Taxes and IAS 23 Borrowing Costs
• Amendments to IAS 19 Employee Benefits Plan Amendment, Curtailment or Settlement
• IFRIC 23 Uncertainty over Income Tax Treatments

3. Significant accounting estimates, judgements and errors

In applying the Group's accounting policies, which are described in note 2, the directors are required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Other disclosures relating to the Group's exposure to risks and uncertainties include:

• Capital management (see Note 4)
• Financial risk management objectives and policies (see Note 14.6)
• Sensitivity analyses disclosures (see Note 12)

Judgements in applying the Group's accounting policies

The following are the critical judgements, apart from those involving estimations (which are presented separately below), that the management have made in the process of applying the Group's accounting policies and that have the most significant effect on the amounts recognised in financial statements.

Capitalisation of internally developed software

Distinguishing the research and development phases of software projects and determining whether the recognition requirements for the capitalisation of its development costs are met requires judgement. After capitalisation, management monitors whether the recognition requirements continue to be met and whether there are any indicators that capitalised costs may be impaired

Taxes

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that taxable profit will be available against which the losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

At year-end 2019, the Group has € 28.9 million (2018: €22.6 million) of tax losses in the Netherlands which are available for offsetting against future taxable profits in the period 2020-2027, and € 2.9 million of tax losses (2018:€0.6 million) arising in other countries. Due to uncertainty about size and timing of future profits in the period 2020-2027, the directors have determined not to recognise deferred tax assets on the tax losses carried forward.

If the Group would recognise all unrecognised deferred tax assets, profit and equity would have increased by approximately €7.0 million depending on the timing of the utilisation of the tax losses. Further details on taxes are disclosed in Note 9.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation regarding uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are described below. The directors have based their assumptions and estimates on parameters available when the financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Group. Such changes are reflected in the assumptions when they occur.

Impairment of non-financial assets

Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions, conducted at arm's length for similar assets less incremental costs for disposing of the asset. The value in use calculation is based on a DCF model. The cash flows are derived from the budget for the next five years and do not include restructuring activities that the Group is not yet committed to or significant future investments that will enhance the asset's performance of the cash-generating-unit(CGU) being tested. The recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for extrapolation purposes. The key assumptions to determine whether an impairment is necessary or not are disclosed and further explained in Note 12.

Impairment of financial assets

Impairment of financial assets exists when the counterparty is not able to meet its obligations under a financial instrument or customer contract, leading to a financial loss for the Group. The Group has loans outstanding with Fastned Terra 1 B.V. and Fastned Terra 2 B.V. (see Note 14.2) and has evaluated whether these loans need to be impaired. Based on expected future cash flows of these entities and the revenue share of Fastned B.V. with these entities, the directors deem it not relevant to impair the loans.

Provision for decommissioning

Under the rental agreements with the Dutch Rijksvastgoedbedrijf and with various other landlords for the land of the charging stations, the Group has recognised a provision for decommissioning obligations. In determining the present value of the expected cash outflow of the provision, assumptions and estimates are made in relation to discount rates, the expected cost to dismantle and remove the charging station from the site and the expected timing of those costs. The carrying amount of the provision as at 31 December 2019 was €1.8million (2018: €1.4 million). The Group estimates that the costs would be realised after expiration of the rental contract and calculates the provision using the DCF method based on the following assumptions:

• Estimated cost of removal : €10-20 thousand depending on the size of the station
• Inflation of 1.7 (2018: 2%)
• Discount rate of 0.1% (2018: 0.5%)

If the estimated pre-taxdiscount rate used in the calculation had been 1% higher than management's estimate, the carrying amount of the provision would have been €144,000 lower. If the estimated inflation had been 1% higher than management's estimate, the carrying amount of the provision would have been €156,000 higher.

Fastned Founders Club deferred income

In May 2015, Fastned launched the Fastned Founders Club. This is a special group of investors who have invested €25,000 in the first primary issuance of shares through NPEX or €50,000 in the primary issuance of shares through Nxchange in April - May 2016.

In return, these early investors can charge for free at Fastned stations for the rest of their lives. The Group has recognised deferred income for the estimated kWh to be charged by these Founders. In determining the amount of the deferred income, assumptions and estimates are made in relation to the amount of kWh the Founders will charge, the discount rates, the expected cost of electricity and the expected timing of those costs. The carrying amount of deferred income as at 31 December 2019 was €168,000 (2018: €167,000). The Group estimates that the income will be realised in 20.5 years' time as the average age of the Founders is 54.5 and calculates the provision using the DCF method based on the following assumptions:

• 60% of the Founders have a fully electric vehicle and will charge 25% of their kWh at Fastned stations
• Revenue per kWh: €0.32
• Inflation of 1.7%
• Discount rate 6.5%

If the estimated discount rate used in the calculation had been 1% higher than management's estimate, the carrying amount of the provision would have been €14,000 lower. If the estimated inflation had been 1% higher than management's estimates, the carrying amount of the provision would be €21,000 higher.

Correction of error in presentation of cashflow

According to IAS7 investing and financing transactions that do not require the use of cash or cash equivalents shall be excluded from a statement of cashflows. The cashflow statement presented in the 2018 Annual Report included accruals for investing activities and issue of shares which were settled in 2019. These errors had no impact on the net increase in cash and cash equivalents. The errors have been corrected by restating the affected cashflow statement line items for 2018 as follows :

€'000	2018	Correction	2018 restated
Operating activities
Working capital adjustments:
Movement in trade and other receivables and prepayments	(4,711)	3,477	(1,234)
Movement in trade and other payables	2,093	711	(1,382)
Net cash flows from operating activities	(11,399 )	4,188	(7,211)
Investing activities
Payments for property, plant and equipment and other intangible asse	11,936	(711)	(12,647)
Net cash flows used in investing activities	(10,096)	(711)	(10,807)
Financing activities
Proceeds from issuance of shares	3	(3)	-
Share premium received	3,474	(3,474)	-
Net cash flows from / (used in) financing activities	15,080	(3,477)	11,603

Correction of error for share-based payments.

See note 22, this correction of €230 thousand for option costs, has been made in the income statement 2018 comparative figures. Since this error does not impact any of the amounts reported in the consolidated statement of financial position as at 31 December 2018 and therefore no restatement of balances of assets, liabilities and equity is required.

4. Capital management

The Group's capital management covers issued capital, share premium and all other equity reserves attributable to the equity holders of the Group. The objective of capital management is to realise our mission and secure financial flexibility to maintain long-term business operations. Ensuring liquidity and limiting financial risks are key components of our financial policy and set the framework for capital management.

The Group manages its capital structure and makes adjustments in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares or other financial instruments.

Fastned B.V. has not paid any dividends since its incorporation. The Group expects to retain all earnings, if any, generated by Fastned's operations for the development and growth of its business and does not anticipate paying any dividends to shareholders in the foreseeable future. Fastned is currently not profitable. The Group's dividend policy will be reviewed and may be amended from time to time taking into account Fastned's earnings, cash flow, financial condition, capital expenditure requirements and other factors considered important by the Board of Directors.

In addition, Fastned only invests in new stations when financing is in place for such an investment. The Group has secured financing for its operations through issuance of new bonds (see Note 14.3) and a working capital facility with Wilhelmina-Dok B.V. (see Note 14.3). See also the going concern assumption under the Statement of Directors' responsibilities and Note 1.

No changes were made in the objectives, policies or processes for managing capital during the years ended 31

5. Group information

The consolidated financial statements of the Group include:

Name	Principal activities	Country of incorporation	% equity 2019	% equity 2018
Fastned Verwaltungsgesellschaft mbH	General partner Fastned Deutschland GmbH & Co KG	Germany	100	100
Fastned Deutschland GmbH & Co KG	Construction and operating charging stations	Germany	100	100
Fastned UK Ltd	Construction and operating charging stations	United Kingdom	100	100
Fastned Belgie BVBA	Construction and operating	Belgium	100	100
Fastned France SAS	charging stations Construction and operating charging stations	France	100	-
Fastned Switzerland AG	Construction and operating charging stations	Switzerland	100	-
Fastned Products BV	Buying and selling fast charging equipment	Netherlands	100	100
Fastned Beheer BV	Managing and assisting	Netherlands	100	100

In 2019, the Group established new subsidiaries in France and Switzerland. On 17 July 2019 Fastned France SAS was incorporated in France, and on 14 November 2019 Fastned Switzerland AG was incorporated in Switzerland.

Fastned UK Ltd (registered nr. 11140404) is exempt from the requirements relating to the audit of accounts under section 479A of the Companies Act 2006.

On 31 December 2015, Fastned B.V. signed a cooperation agreement with Fastned Terra 1 B.V. and Fastned Terra 2 B.V. whereby it is agreed that Fastned B.V. will operate on its locations and engage the chargers in Fastned's operations in return for a revenue share.

Fastned Beheer B.V., a 100% subsidiary of Fastned B.V., has agreed with both Fastned Terra 1 B.V. and Fastned Terra 2 B.V. to perform the administrative, financial, commercial and technical management of the fast chargers delivered to Fastned Terra 1 B.V. and Fastned Terra 2 B.V.

Since Fastned B.V. does not have rights giving the ability to direct the activities of Fastned Terra 1 B.V. and Fastned Terra 2 B.V., nor the ability to affect their returns, neither Fastned Terra 1 B.V. nor Fastned Terra 2 B.V. are consolidated in the Group's financial statements.

Shares in Fastned B.V. are held by FAST (Fastned Administratie Stichting), Amsterdam. The board of directors of Fastned B.V. consist of Michiel Langezaal and Niels Korthals Altes. The supervisory board of Fastned B.V. consists of Bart Lubbers (chairman), Hans Streng and Hans Michels.

Own holding as % of total outstanding certificates of shares	2019	2018
Wilhelmina-Dok B.V. (Bart Lubbers)	50.7	50.7
Carraig Aonair Holding B.V. (Michiel Langezaal)	30.4	30.4

6. Revenue and segment information

Revenue

The Group's revenue disaggregated by type of good or service is as follows:

€'000	2019	2018
Revenues
Sales of electricity	3,821	1,314
Station construction as part of service concessions	1,850	-
Other operating revenues	727	324
Total revenue	6,398	1,638

Revenue from station construction as part of service concessions relates to a public tender in the UK, where Fastned won a contract to construct seven charging stations in the North East of England and deliver these to the contracting party, and to operate these stations for a further period. During the years of operation of the stations, there are no charges made to Fastned for use of the locations (rent), the assets (depreciation) and financing (interest). Also included in 2019 are revenues from a station constructed by Fastned for the City of the Hague in the Netherlands

Other operating revenues comprise maintenance fees, sales of Renewable Energy Units (HBEs) and other revenue.

Segmental reporting

The Group has one reporting segment (charging stations) that engages in business activities from which revenues are earned and expenses incurred and whose operating results are regularly reviewed by the management to make decisions about resources and to assess performance.

Information by geography

In the last months of 2018 Fastned started construction of a number of charging stations in Germany, however, the large majority of the Group's operations and charging stations are in the Netherlands.

€'000		2019	2018
Revenues
Third party revenue	Netherlands	4,511	1,636
	Germany	188	1
	Other	1,699	1
Total revenue		6,398	1,638
Non current assets
Non current assets2	Netherlands	27,831	18,802
	Germany	7,339	6,085
	Other	330	85
Total non current assets		35,500	24,972

² Non current assets excludes intercompany balances eliminated on consolidation.

7. Cost of sales

€'000	2019	2018
Cost of sales
Sales of electricity	868	410
Station construction as part of service concessions	1,965	-
Total cost of sales	2,833	410

8. Other income/expense

8.1 Other operating income/expense

€'000	2019	2018
Insurance remuneration	-	4
Other income/(expense)	(264)	661
Total other operating income	(264)	665

During 2019 solar panels at 12 Fastned stations in Germany showed defects and were removed. These panels are under warranty and Fastned is pursuing a negotiated solution with the supplier and the designer of the panels. Included in other operating income/expense is €264 thousand for loss on disposal of these solar panels.

Other income in 2018 includes transactions with Terra 1 B.V. and Terra 2 B.V., refer to Note 14.2.

8.2 Administrative expenses

€'000	2019	2018
Wages and salaries	4,191	2,097
Depreciation of property, plant and equipment	2,401	1,481
Depreciation of right-of-use-assets	498	-
Social security costs	446	307
Pension costs	170	108
Amortization of intangible assets	26	-
Other	30	50
Total administrative expenses	7,762	4,043

In 2019 the average number of employees of the Group was 46 (2018 : 33).

Wages and salaries in 2019 include €1,583 thousand for the fair value of options awarded to personnel under

Fastned Option Plans (2018 : €230 thousand) , see note 22.

Pensions and other post-employment benefits

The Group operates defined contribution pension plans which require contributions made to separately administered funds arranged through Brand New Day for staff in the Netherlands and The People's Pension for staff in the UK. The cost of providing contributions under the defined contribution plans is limited to the amount that the Group agreed to contribute to the fund. Contributions are expensed as incurred and presented in the statement of profit or loss. The assets and liabilities of such plans are not included in the balance sheet of the Group.

Fastned does not operate a company pension plan in Germany, France and Belgium. The state pension is funded through social security contributions which are expensed as incurred and presented in the statement of profit or loss.

8.3 Other operating expenses

€'000	2019	2018
Advisory costs	1,562	261
General costs	972	610
Marketing costs	369	370
Office costs	292	339
Car expenses	91	70
Rent	-	146
Total other operating expenses	3,286	1,796

Advisory costs include €1,036 thousand incurred in connection with the listing of Fastned depository receipts on the Euronext stock exchange.

8.4 Finance costs

€'000	2019	2018
Interest on debts and borrowings	2,523	1,591
Interest expense on lease liabilities	283	-
Bank charges	36	5
Tax penalties	-	26
Other interest expenses	4	31
Total finance costs	2,846	1,653
8.5 Finance income
€'000	2019	2018
Interest and bank charges	107	69
Total finance income	107	69

9. Income tax

9.1 Deferred tax

Deferred tax relates to the following:

	Statement of financial position		Statement of profit or loss
€'000	2019	2018	2019	2018
Losses available for offsetting against future taxable income	-	-	-	-
Deferred tax	-	-	-	-
expense/(benefit) Net deferred tax assets	-	-	-	-

Reconciliation of deferred tax liabilities,

€'000	2019	2018
As of 1 January:	-	-
Tax income/(expense) during the period recognised in profit or loss	-	-
As at 31 December	-	-

The Group offsets tax assets and liabilities if and only if it has a legally enforceable right to set off current tax assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same tax authority.

In the Netherlands as at year-end 2019, the Group has €31.8 million (2018: €22.6 million) of accumulated tax losses that are available for offsetting against future taxable profits in the period 2020-2027. Outside the Netherlands, tax losses incurred in 2019 were approximately €2.1m in Germany (2018:€0.3m), €0.4m in UK (2018:€0.2m), €0.2m in Belgium (2018:€0.0m) and €0.0m in Switzerland . Tax losses in Germany, UK, Belgium and France may be carried forward without time limitation. Tax losses in Switzerland may be carried forward for 7 years.

Due to uncertainty about size and timing of future profits, the Group has determined that it can not recognise deferred tax assets on the tax losses carried forward. See also Note 3.

Accumulated tax losses by country
Tax year		2012		2013 2014	2015	2016	2017	2018	2019	Total
Netherlands	€'000	264	768	2,234	3,767	4,977	4,946	5,514*	6,436*	28,906*
	Expiring	2021	2022	2023	2024	2025	2026	2027	2025
Germany	€'000	-	-	-	-	-	-	346	1,752*	2,098*
	Expiring							n/a	n/a
UK	€'000	-	-	-	-	-	-	154	431*	585*
	Expiring							n/a	n/a
Belgium	€'000	-	-	-	-	-	-	2	199*	201*

Accumulated tax losses by country

Total	€'000	264	768	2,234	3,767	4,977	4,946	6,016*	8,828*	31,800*
	Expiring								2026
Swtizerland	€'000	-	-	-	-	-	-	-	9*	9*
	Expiring								n/a
France	€'000	-	-	-	-	-	-	-	1*	1*
	Expiring							n/a	n/a

*Estimate, not finalised.

The applicable tax rate in 2018 in the Netherlands is 20% over the first €200,000 and 25% over the remainder of the profit. From 2019, these rates will be reduced. The rates for the first €200,000 will be 16.5% in 2020 and 15% in 2021, and for the remainder of the profit 25% in 2020 and 21.7% in 2021. Applicable tax rates outside the Netherlands are 30% in Germany, 28% in the UK, 34% in Belgium, 28% in France in 2020, 26.5% in 2021 and 25% in 2022, and 11.9% in Switzerland.

Due to the tax loss realised over 2019 and previous years for which no deferred tax asset is recognised in the statement of financial position, the Group's effective tax rate is nil (2018: nil).

10. Earnings per share

The combined earnings per share calculations are based on the average number of share units (certificates) representing the certificates in issue during the period. In calculating diluted earnings per share and earnings per share, two adjustments are made to the number of shares: the conversion of the loan from Flowfund into certificates of shares at €10 per certificate in 2018 (Note 17) and the share options of personnel (Note 22).

As the conversion rights are anti-dilutive, diluted EPS is the same as basic EPS.

Earnings per share (€)	2019	2018
Basic earnings per share Diluted earnings per share	(0.81) (0.81)	(0.46) (0.46)
Calculation of average number of share units	2019	2018
Weighted average number of shares Effects of dilution from:	14,767,629	14,154,492
- Share options of personnel	645,607	363,629
- Conversion of certificates of Flowfund	-	250,000
Diluted number of shares	15,413,236	14,768,121
Calculation of earnings (€'000)	2019	2018
Net profit Interest converted	(12,034) -	(6,499) 154
Net profit attributable to shareholders' equity	(12,034)	(6,345)

11. Other intangible assets

The Group's other intangible assets comprise internally developed software and trademarks. Details of the carrying amounts are as follows:

€'000	2019	2018
Gross carrying amount
As of 1 January:	131	-
Addition, internally developed	237	131
Disposal	(2)
As at 31 December	366	131
Amortisation and impairment
As of 1 January:	-	-
Amortisation	(26)	-
As at 31 December	(26)	-
Net book value
At 31 December	340	131

12. Property, plant and equipment

€'000	Construction in progress	Charging stations and technical installations	Other equipment	Total
Cost
At 1 January 2018	2,978	14,062	460	17,500
Additions	11,520	200	85	11,805
Disposals	(1,177)	-	-	(1,177)
Transfer	(7,401)	7,401	-	-
At 31 December 2018	5,920	21,663	545	28,128
Additions	10,051	(504)	197	9,744
Reversals	(174)	174	-	-
Disposals	-	(282)	-	(282)
Transfer	(11,267)	11,267	-	-
At 31 December 2019	4,530	32,318	742	37,590
Depreciation and impairment
At 1 January 2018	-	(2,837)	(224)	(3,061)
Depreciation charge for the year	-	(1,386)	(94)	(1,480)
At 31 December 2018		(4,223)	(318)	(4,541)
	-
Depreciation charge for the year	-	(2,280)	(122)	(2,402)
Reversals	-	18	-	18
At 31 December 2019	-	(6,485)	(440)	(6,925)
Net book value
At 31 December 2018	5,920	17,440	227	23,587
At 31 December 2019	4,530	25,833	302	30,665

Additions in 2019 are net of a grant of €770 thousand received from the German Ministry of Transport & Digital Infrastructure (2018: €1,058 thousand).

Capitalised borrowing costs

Due to the short term of building time of the charging stations, no interest is capitalised as it is not deemed material. The amount of borrowing costs capitalised during the year ended 31 December 2019 was Nil (2018: Nil).

Impairment assessment

Fastned management has assessed at the end of 2019 whether there is any possible indication of impairment of property, plant and equipment.

In the 2018 financial statements, Fasted defined its entire network as one CGU. This approach is not in line with industry practice eg. networks of petrol stations, where commonly a country, or group of smaller countries is defined as a CGU. For the 2019 financial statements, management has decided to change our definition of CGU to come into line with industry practice and define 2 CGUs being the Dutch network and German network.

A cash-generating unit is the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Individual Fastned stations are not seen as generating independent cash inflows due to

• Importance of the Fastned brand, station design, and network with national coverage.
• Substitution between stations, i.e. if a site is closed customers will divert to the next closest site or next on-route site. The market for Fastned are FEV drivers travelling longer distances on/close to motorway attracted to a network of sites with good geographical coverage.
• Management performance monitoring and allocation of available capex budget is determined on a country level.

Furthermore, there are shared cash outflows for costs of shared infrastructure (centralized purchasing, operations and systems).

Management has concluded that there is no indication of an impairment of property, plant and equipment and right of use assets (see note 13) at the end of 2019. IAS36 does not require an entity to make a formal estimate of the recoverable amount of a CGU and perform an impairment test if no indication of an impairment loss is present, however, an updated calculation has been made by the Group.

The updated calculation of the recoverable amount, prepared for the whole network, based on a weighted average cost of capital of 15% (pre-taxequivalent 20%), shows in the base case a recoverable amount of €59.5m more than net book value for the 2 CGUs combined, with both CGUs showing positive headroom. This confirms the conclusion that no impairment is required.

Key assumptions underlying the calculation of recoverable amount are the following

● The number of fully electric vehicles on the road

Fastned's management's view of the most reasonable and supportable estimate of the number of FEVs in the Netherlands is based on independent information published on 5 January 2020 by M.Steinbuch, professor at the Mechanical Engineering Department at Eindhoven University of Technology in the Netherlands. Forecast numbers of FEVs in the Netherlands used in the impairment test are 181,000 (representing 2.2% of all cars) in 2020 and 912,000 (11.3% of all cars) in 2025. With respect to the market in Germany management uses forecasts from an independent automotive analyst. This forecast sees the numbers of FEVs to rise to 279,000 (0.6% of cars) in 2020 and 1,774,000 (3.8% of cars) in 2025. Slower sales of FEVs (e.g. possibly due to fiscal changes) may result in fewer FEVs on the road and subsequently in lower demand for fast charging. A decreased demand can lead to a decline in revenues.

● Market share assumptions

FEV drivers have a choice between charging at home, at the office, at public slow charging poles, or at fast charging stations along the highway and high traffic urban areas. How customer behaviour will develop is still unclear, and will have an impact on potential revenues of Fastned, but management expects that the share of fast charging will increase. Management also assumes that as the charging market matures, Fastned will not be able to keep up with market growth, thus reducing market share while growing volume.

● Electricity prices

Estimates are based on past actual prices as an indicator of future price movements. If the cost price of renewable electricity (to which Fastned has committed itself to use) were to increase due to unforeseen factors this could negatively impact the Group's margins. If prices of renewable electricity increased by 44% compared to today, and Fastned was unable to pass on or absorb these increases through efficiency improvements, then Fastned could have an impairment.

● Discount rates

When calculating Value in Use, IFRS requires companies to use a rate that reflects current market assessments of the time value of money and the risks specific to the asset is the return that investors would require if they were to choose an investment that would generate cash flows of amounts, timing and risk profile equivalent to those that the entity expects to derive from the asset. Prior to 2019, for impairment testing Fastned applied a pre-tax discount rate of 25% (derived from a WACC of 20%). This was seen as appropriate for a startup company in a new market. The market for electric vehicles is now becoming fairly well established, although it continues to grow rapidly, and can no longer be seen as a totally new market. Also Fastned, with a Euronext listing, is no longer a startup company. Furthermore a review of financial reports of comparable companies indicates that a lower discount rate is appropriate. For the 2019 impairment test a pre-tax discount rate of 20% has been used.

A rise in pre-tax discount rate above 25% could result in an impairment.

● Growth rate estimates

Management recognises that the speed of technological change and the possibility of new entrants can have a significant impact on the number of customer visits to Fastned charging stations and consequently on revenue growth. A 20% year-on-yearreduction in the projected rate of growth of customer visits per day per station could lead to an impairment.

13. Right-of-use assets

€'000	Office Building	Land	Charging stations and equipment	Vehicles	Total
Cost Initial application of IFRS16 at 1 January 2019	788	1,071	831	130	2,820
Additions At 31 December 2019	430 1,218	157 1,228	185 1,016	405 535	1,177 3,997
Depreciation and impairment Initial application of IFRS16 at 1 January 2019	-	-	-	-	-
Depreciation charge for the year	(207)	(56)	(84)	(150)	(497)
At 31 December 2019	(207)	(56)	(84)	(150)	(497)
Net book value At 1 January 2019 At 31 December 2019	788 1,011	1,071 1,172	831 932	130 385	2,820 3,500

The Group leases assets including buildings, land, equipment and vehicles.

The maturity analysis of lease liabilities is presented in note 19.

The assessment of impairment losses is presented in Note 12.

Amounts recognized in profit and loss:

€'000 2019

Depreciation on right-of-use assets	497
Interest expense on lease liabilities	283
Expense relating to short term leases	128
Expense relating to leases of low value assets	19
Expense relating to variable lease payments not included in the measurement of the lease liability	249

As of December 31, 2019, the Group is committed to €153 thousand for short term and low value leases.

Some of the property leases in which the Group is the lessee contain variable lease payment terms that are linked to the sales generated from the charging stations. Overall the variable payments constitute a very small percentage of the Group's entire lease payments. The Group expects this ratio to increase in future years. The variable payments depend on sales and consequently overall economic development over the next few years.

The total cash outflow in 2019 for leases amounted to €548 thousand for lease liabilities and €148 for short term and low value leases.

14. Financial assets and financial liabilities

14.1 Categories of financial assets and financial liabilities

All financial assets and liabilities are reported at amortised cost. This is unchanged from 2018.

14.2 Financial assets: interest-bearing loans and borrowings

€'000	Interest rate (%)	Maturity	2019	2018
Non-current interest-bearing
loans and borrowings
Loan to Fastned Terra 1 B.V.	6	31 December 2024	1,110	1,047
Loan to Fastned Terra 2 B.V.	6	31 December 2024	134	126
Credit facility to Fastned Terra 1 B.V.	-	31 December 2024	45	65
Credit facility to Fastned Terra 2 B.V.	-	31 December 2024	-	16
Loans to related parties and subsidiaries			1,289	1,254
Total interest-bearing loans and borrowings			1,289	1,254
Construction service arrangements financial asset			38	-

Total financial assets	1,327	1,254
Due within one year	332	-
Due after one year	995	1,254

Loan to Fastned Terra 1 B.V.

The Group issued a loan in 2015 to Fastned Terra 1 B.V. for an amount of €879,000 for the purchase of fast chargers. The loan bears an interest of 6% per annum. In 2019 €63,000 (2018: €59,000) of interest has been added to the loan. The loan amount and interest outstanding shall be repaid by the borrower to the lender in 5 equal annual repayment instalments, with the first repayment date on the fifth anniversary (31 December 2020) of this agreement and the last repayment date on the ninth anniversary of this agreement (31 December 2024). All the fast chargers as purchased by Fastned Terra 1 form security for the loan.

For the first four years, up to 31 December 2019, as per the end of each calendar year, the interest accrued for that year shall be added to the loan amount, and such adjusted loan amount shall then be used for interest calculation in the succeeding calendar year. After four years, starting 1 January 2020, the interest accrued for the year will be payable at the end of that year.

Loan to Fastned Terra 2 B.V.

The Group issued a loan in 2015 to Fastned Terra 2 B.V. for an amount of €105,000 for the purchase of fast chargers. In 2019 €8,000 (2018: €7,000) of interest has been added to the loan. The loan bears an interest of 6% per annum. The loan amount and interest outstanding shall be repaid by the borrower to the lender in 5 equal annual repayment instalments, with the first repayment date on the fifth anniversary (31 December 2020) of this agreement and the last repayment date on the ninth anniversary (31 December 2024) of this agreement. All the fast chargers as purchased by Fastned Terra 2 form security for the loan.

For the first four years, up to 31 December 2019, as per the end of each calendar year, the interest accrued for that year shall be added to the loan amount, and such adjusted loan amount shall then be used for interest calculation in the succeeding calendar year. After four years, starting 1 January 2020, the interest accrued for the year will be payable at the end of that year.

Credit facility to Fastned Terra 1 B.V.

Fastned Terra 1 B.V. has a credit facility with the Group. At 31 December 2019 this facility amounts to €45,000 (2018: €58,000). This facility is related to the loan to Fastned Terra 1 B.V. and its purpose is to provide working capital.

Credit facility to Fastned Terra 2 B.V.

Fastned Terra 2 B.V. has a credit facility with the Group. At 31 December 2019 this facility was unused (2018: €16,000). This facility is related to the loan to Fastned Terra 2 B.V. and its purpose is to provide working capital.

The directors of the Company have determined that the loans to Fastned Terra 1 B.V. and Fastned Terra 2 B.V. have a low credit risk and are of the view that no provision for expected credit loss is necessary, unchanged from year end 2018.

In determining the expected credit losses for the loans to Fastned Terra 1 B.V. and Fastned Terra 2 B.V. , the directors of the Company have taken into account the historical default experience, the financial position of the counterparties, as well as the future prospects for the electric vehicle charging industry. See also note 14.6, credit risk section.

Construction service arrangements financial assets

Fastned recognises a financial asset to the extent that it has an unconditional contractual right to receive cash or another financial asset from or at the direction of the public sector entity granting the service arrangement.

14.3 Financial liabilities: Interest-bearing loans and borrowings

	Interest rate (%)	Maturity	2019	2018
	%		€'000	€'000
Current interest-bearing
loans and borrowings
6% secured €5 million working capital facility	6.0	31 December 2020	-	-
Non-current interest-bearing loans and borrowings
6% unsecured bonds	6.0	2 December 2021	2,499	2,499
	6.0	6 June 2022	7,689	7,689
	6.0	12 December 2022	12,311	12,311
	6.0	30 October 2023	11,603	11,603
	6.0	21 March 2024	10,689	-
	6.0	12 December 2024	12,177	-
Total interest-bearing loans and borrowings			56,968	34,102

6% secured working capital facility

The loan facility for €5.0 million, which remains undrawn (unchanged from 31 December 2018), expires on 31 December 2020. Under this facility the Group may draw monies to finance its operating costs and working capital requirements, but not to finance capital expenditures on stations. The maximum drawdown is €2.0 million per calendar year. The Group is entitled to prepay or repay all or part of the loan at any time. The interest rate on this facility amounts to 6% per annum. Wilhelmina-Dok B.V. is provided with first priority security rights over then available assets that have not been given in security to other parties to a maximum amount of the outstanding loan.

6% unsecured bonds

In March 2019, Fastned raised €11.7 million and a further €12.2 million in December 2019 through the issue of corporate bonds. Interest on these bonds is 6% per annum, payable quarterly in arrears. The Group is entitled to repay all or part of the bond at any time. The bonds mature after 5 years. The purpose of the bond is to finance new stations and operating expenses. There are no securities for the bonds and there are no covenants applicable that could cause the loan to be short term at balance sheet date. The bonds are not subordinated and trading is very limited as they are not registered on any exchange.

14.4 Reconciliation of liabilities arising from financing activities

2019	Maturing	01-Jan	Interest p/l charge	Cashflows		Non-cash changes		31-Dec
€'000				Loan issue / repayment	Interest paid / received	Accrual	Conversion to equity
Financial assets: interest bearing loans and borrowings
Loan to Fastned Terra 1 B.V.	31.12.24	1,047	63	-	-	-	-	1,110
Loan to Fastned Terra 2 B.V.	31.12.24	126	8	-	-	-	-	134
Credit facility to Fastned Terra 1 B.V.	31.12.24	65	-	(20)	-	-	-	45
Credit facility to Fastned Terra 2 B.V.	31.12.24	16	-	(16)	-	-	-	-
		1,254	71	(36)	-	-	-	1,289
Non-current liabilities : interest bearing loans and borrowings
6% corporate bond	02.12.21	2,499	150	-	(150)	-	-	2,499
6% corporate bond	06.06.22	7,689	461	-	(461)	-	-	7,689
6% corporate bond	12.12.22	12,311	739	-	(739)	-	-	12,311
6% corporate bond	30.10.23	11,603	666	-	(662)	(4)	-	11,603
6% corporate bond	21.03.24	-	468	10,689	(453)	(15)		10,689
6% corporate bond	12.12.24	-	39	12,177		(39)		12,177
		34,102	2,523	22,866	(2,465)	(58)	-	56,968

2018	Maturing	01-Jan	Interest p/l charge	Cashflows		Non-cash changes		31-Dec
€'000				Loan issue / repayment	Interest paid / received	Accrual	Conversion to equity
Financial assets: interest bearing loans and borrowings
Loan to Fastned Terra 1 B.V.	31.12.24	988	59	-	-	-	-	1,047
Loan to Fastned Terra 2 B.V.	31.12.24	119	7	-	-	-	-	126
Credit facility to Fastned Terra 1 B.V.	31.12.24	58	-	-	7	-	-	65
Credit facility to Fastned Terra 2 B.V.	31.12.24	16	-	-	-	-	-	16
		1,181	66	-	7	-	-	1,254

Non-current liabilities : interest bearing loans and borrowings

6% secured loan 1 of €2,500,000	31.12.20	2,500	154	-	-	-	(2,654)	-
6% secured working capital facility of €5,000,000	31.12.20	-	-	-	-	-	-	-
6% corporate bond	02.12.21	2,499	150	-	(150)	-	-	2,499
6% corporate bond	06.06.22	7,689	461	-	(461)	-	-	7,689
6% corporate bond	12.12.22	12,311	710		(710)	-	-	12,311
6% corporate bond	30.10.23	-	116	11,603	-	(116)	-	11,603
		24,999	1,591	11,603	(1,321)	(116)	(2,654)	34,102

14.5 Fair values

Set out below is a comparison, by class, of the carrying amounts and fair instruments, other than those with carrying amounts that are reasonable approximations of fair values:

€'000		Carrying amount		Fair value measurement using significant unobservable inputs
	2019	2018	2019	2018
Financial assets
Interest-bearing loans and borrowings	1,289	1,254	1,289	1,254
Construction financial assets	934	-	934	-
Total	2,223	1,254	2,223	1,254
Financial liabilities
Interest-bearing loans and borrowings	(56,968)	(34,102)	(56,968)	(34,102)
Total	(56,968)	(34,102)	(56,968)	(34,102)

Management assessed that cash and cash equivalents, trade and other receivables, trade and other payables, and other current liabilities approximate to their carrying amounts largely due to the short-term maturities of these instruments.

The fair value of the interest-bearingloans and borrowings 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. The following methods and assumptions were used to estimate the fair values:

• Long-term fixed-rate borrowings are evaluated by the Group based on parameters such as interest rates and the risk characteristics of the financed project.
• The fair value of the interest-bearing loans and borrowings is estimated by discounting future cash flows using rates currently available for debt on similar terms, credit risk and remaining maturities, being sensitive to a reasonably possible change in the forecast cash flows or the discount rate.

Management regularly assesses a range of reasonably possible alternatives for those significant unobservable inputs and determines their impact on the total fair value.

14.6 Financial risk management objectives and policies

The Group's principal financial instruments comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the Group's operations. The Group's principal financial instruments include trade and other receivables and cash and cash equivalents that derive directly from its operations.

The Group is exposed to interest risk, credit risk and liquidity risk. The Group's senior management oversees the management of these risks.

It is the Group's policy that no trading in derivatives for speculative purposes may be undertaken. The Board of Directors reviews and agrees policies for managing each of these risks, which are summarised below.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group's exposure to the risk of changes in market interest rates is low due to the Group's long-term debt obligations with fixed rates.

Commodity price risk

The Group is affected by the price volatility of certain commodities. Its operating activities require the ongoing purchase of electricity and therefore require a continuous supply of electricity. Due to the volatility of the price of electricity, the Group entered into various purchase contracts for electricity. There are no financial instruments related to commodity price risk.

The Group's Board of Directors has developed and enacted a risk management strategy for commodity price risk and its mitigation.

Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables, see Note 15) and from its financing activities, including deposits with banks and financial institutions, (refer to Note 16) and other financial instruments.

Fastned B.V. has two loans outstanding of €1.244 million in total with Fastned Terra 1 B.V. and Fastned Terra 2 B.V. (refer to Note 14.2), which creates a credit risk. The credit risk of these loans is reduced by the condition that repayments only start after four years, when it is anticipated that there will be a large enough market for electric vehicle charging. The interest rate is fixed at 6% per annum, which will be rolled up the first four years. The chargers form a security for these loans.

Trade receivables

A large portion of revenues is collected via direct debit or credit and debit cards from private individuals. The associated credit risk is low because the risk is spread over a large number of individual customers. Receivables from charge card providers are invoiced monthly, and spread over a small number of charge card providers, and monitored to ensure no build up of overdue amounts.

Financial instruments and cash deposits

Credit risk from balances with banks and financial institutions is managed in accordance with the Group's policy. Investments of surplus funds are made only within credit limits assigned to each counterparty. Counterparty credit limits are reviewed by the Group's Board of Directors on an annual basis, and may be updated throughout the year. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through a counterparty's potential failure to make payments.

Liquidity risk

The Group monitors its risk of a shortage of funds using a liquidity planning tool. See also the going concern statement in Note 1.

For the operating expenses, Fastned has signed a working capital agreement of €5 million with Wilhelmina-Dok B.V. (see Note 14.3) that expires on 31 December 2020. As at 31 December 2019 this facility was undrawn and fully available (2018: € zero drawn), reducing the liquidity risk for the Group.

The Group's objective is to realise its mission and therefore during the scale up phase continuity of funding is required, while maintaining a balance between debt and equity. The Group manages the liquidity risk by regularly issuing new equity and through entering long-term debt agreements to ensure sufficient liquidity and to repay debts as they fall due.

The table below summarises the maturity profile of the Group's liabilities based on contractual undiscounted payments.

€'000	On demand	Less than 3 months	3-12 months	1-5 years	Total
Year ended 31 December 2019
Interest-bearing loans and borrowings (other than convertible preference shares)	-	-	-	56,968	56,968
Interest on interest-bearing loans and borrowings	-	598	2,417	9,298	12,313
Lease Liabilities	-	-	29	5,784	5,814
Trade and other payables	1,631	303	8	-	1,942
Total	1,631	901	2,454	72,050	64,724
Year ended 31 December 2018
Interest-bearing loans and borrowings (other than convertible preference shares)	-	-	-	34,102	34,102
Interest on interest-bearing loans and borrowings	-	313	1,700	6,304	8,317
Trade and other payables	1,308	32	12	-	1,353
Total	1,308	345	1,712	40,406	43,772

15. Trade and other receivables and prepayments

€'000	2019	2018
Trade receivables, net	1,212	335
Taxes and social securities	654	1,284
Prepayments	130	70
Other receivables	474	4,095
Total trade and other receivables and prepayments	2,470	5,784

Included in other receivables at year end 2018 is €3.5 million relating to new depository receipts issued in 2018 and settled early in January 2019, and €0.4 million for subsidies awarded but received in 2019.

The Group applies the IFRS 9 simplified model of recognising lifetime expected credit losses for all trade receivables as these items do not have a significant financing component. In measuring the expected credit losses, the trade receivables have been assessed on a collective basis as they possess shared credit risk characteristics. They have been grouped based on the days past due.

Trade receivables are written off (i.e. derecognised) when there is no reasonable expectation of recovery. Failure to make payments within 365 days from the invoice date and failure to engage with the Group on alternative payment arrangements amongst others are considered indicators of no reasonable expectation of recovery. Trade receivables are non-interest bearing and are generally on terms of 14 days. As at 31 December 2019, the provision for trade receivables amounted to €34 thousand.

As at 31 December 2019, the ageing analysis of trade receivables is, as follows:

€'000	Total	Not past due	Days overdue
			< 30	30-90	91-120	120-180	180-365	>365
Outstanding	1,246	844	244	91	10	39	11	7
Provision for impairment	(34)	-	-	-	-	(19)	(8)	(7)
Trade receivables	1,212	844	244	91	10	20	3	-

As at 31 December 2018, the ageing analysis of trade receivables is, as follows:

€'000	Total	Not past due	Days overdue
			< 30	30-90	91-120	120-180	180-365	>365
Outstanding	355	188	135	3	-	12	6	11
Provision for impairment	(20)	-	-	-	-	(4)	(5)	(11)
Trade receivables	335	188	135	3	-	8	1	-

16. Cash

€'000	2019	2018
Cash at banks and on hand	19,327	9,898
Total cash and cash equivalents	19,327	9,898

Cash at banks earns interest at floating rates based on daily bank deposit rates. Cash includes all cash-on-hand balances and credit card receivables

At 31 December 2019, the Group had no borrowing facilities with banks.

17. Issued capital and reserves

Share capital	2019	2018
	quantity	quantity
Authorised shares of €0.01 each	16,195,800	16,195,800
Issued shares of €0.01 each3	14,783,029	14,767,628
	Quantity	€'000

³ Total issued shares includes 15,400 treasury shares.

At 1 January 2018	14,154,492	142
Issuance of shares	347,717	3
Conversion of loans and interest:
Stichting Flowfund	265,419	3
At 31 December 2018	14,767,628	148
Issuance of shares	-	-
At 31 December 2019	14,767,628	148

In December 2018, Fastned raised €3.5 million of new equity through the issuance of 347,717 certificates of shares at €10 per certificate. Also in December 2018, Stichting Flowfund converted its €2.5 million convertible loan plus accrued interest into 265,419 certificates of shares at €10 per certificate.

Share premium		€'000
At 1 January 2018		20,378
Issuance of share capital (certificates)		3,474
Transaction costs accrued for issued share capital (certificates)		(174)
Conversion of loans and interest		2,651
Transaction costs for conversion		-
At 1 January 2019		26,329
Issuance of share capital (certificates)		-
Reversal of accrual for transaction costs for issued share capital (certificates)		174
At 31 December 2019		26,503
Treasury shares	Quantity	€'000

At 31 December 2018	15,400	15
Issued for cash on purpose of own shares (certificates)	-	-
At 31 December 2019	15,400	15

In 2014, the Group bought back certificates of shares as the result of an employee leaver event . The Treasury shares have no defined purpose at the moment.

All other reserves are as stated in the statement of changes in equity.

18. Trade and other payables

€'000	2019	2018
Trade payables	1,001	609
Taxes and social securities	271	125
Other payables	670	619
Total trade and other payables	1,942	1,353

Terms and conditions of the above liabilities:

• Trade payables are non-interest bearing and are normally settled on 30-day terms
• Other payables are non-interest bearing and have a term of one month to six months
• Please refer to Note 14.6 for the maturity profile of the liabilities.

For explanations on the Group's credit risk management processes, refer to Note 14.6.

19. Lease liabilities

€'000	2019

Maturity analysis:

Year 1	739
Year 2	662
Year 3	587
Year 4	542
Year 5	496
> 5 years	2,787
Total	5,813
Less: unearned interest	(2,081)
Total lease liabilities	3,732
Analysed as :
Current	444
Non-current	3,288

20. Provisions

Provisions are recognised where a legal or constructive obligation exists at the balance sheet date, as a result of a past event where the amount of the obligation can be reliably estimated and where the outflow of economic benefit is probable.

The Group records provisions for the removal of the charging station at the end of the concession period, and for staff share options.

€'000		2019	2018
Due within one year Due after one year		- 2,065	- 1,377
Total provisions
		2,065	1,377
	Decommissioning	Staff options	Total
	€'000	€'000	€'000
1 January 2018 Additions	1,024 -	9 -	1,033 -

Use	-	-	-
Revised estimates	353	(9)	344
31 December 2018	1,377	-	1,377
1 January 2019	1,377	-	1,377
Additions	497	-	497
Use	-	-	-
Revised estimates	191	-	191
31 December 2019	2,065	-	2,065

21. Deferred revenues

Deferred revenues of €455,000 (2018: €1,035,000) relate to various pre-paidlong-termsubscriptions of customers, Fastned Founders Club, and subsidies received in advance of construction of charging stations.

The Fastned Founders Club is a special group of investors that have all invested a minimum of €25,000 (in primary issuance of certificates) in the issuance on NPEX in 2014–2015, or, invested a minimum of €50,000 (in primary issuance of certificates) in the issuance on Nxchange in 2016. On 31 December 2019, there were 72 members in this Club. The members of the Fastned Founders Club have the rights to charge for free at Fastned for the rest of their lives. In 2019, Fastned Founders have charged 14,604 kWh (2018: 15,363 kWh) for free.

€'000	2019	2018
At 1 January	1,035	602
Subscriptions and subsidies deferred	1,365	462
Released to the statement of profit or loss	(815)	(29)
Reclassification to financial assets	(1,154)	-
Exchange adjustments	24	-
At 31 December	455	1,035
Current	-	496
Non-current	455	539

22. Share-based payments

Movements during the year

The following table shows the number and weighted average exercise price (WAEP) of, and movements in, employee options on certificates of shares during the year:

	2019		2018
	Number	WAEP (€)	Number	WAEP (€)
Outstanding at 1 January	363,629	10.00	200,738	10.00
Granted during the year	295,6614	10.00	162,891	10.00
Forfeited during the year	(13,683)	10.00	-	-
Exercised during the year	-	-	-	-
Expired during the year
Outstanding at 31 December	645,607	10.00	363,629	10.00
Exercisable at 31 December

Included in the table above are options granted to Niels Korthals Altes, director of Fastned B.V.. As at 31 December 2019 he held 81,320 options (2018: 54,921).

⁴ Options issued under the 2018 Option Plan

Option plans

Prior to establishment of the present Option Plan on 17 May 2018 ("2018 Option Plan"), Fastned B.V. had an employee option plan in place under which the Company granted a total of 365,411 options to eligible employees (2015: 89,175, 2017: 113,345 and 2018: 162,891). These equity-settled options granted under the previous Option Plan are subject to a three-year vesting period. Vested options under the plan can be exercised during a period within five years following the vesting date.

Under the new 2018 Option Plan, ten milestones are defined, being a combination of an operational goal and the market capitalisation of the Company. Each time a milestone is met, the Company will allocate options for newly to be issued Depositary Receipts ("DRs") to its employees for a total of 1% of the then outstanding number of DRs. The allocation of these options depends on the role and responsibilities of the employee in the organisation. The criteria for the granting of options will be determined by the Supervisory Board if it concerns a Managing Director and by the Management Board if it concerns other participants under the Option Plan. The options are granted by way of an option agreement. In order to ensure that every employee will participate in the potential value increase of the Company for the part he or she has been contributing to, the exercise price per option is equal to the average price of a DR on the relevant stock exchange during the 90 days before the start of the employment of the respective employee. The exercise price can never be less than EUR 10 per option. The options under the Option Plan can be exercised within five years after the grant date.

Milestone	Market capitalisation (€)	Operational goal
1	> 150 million euro	> 100 stations operational
2	> 200 million euro	> 1 million euro in revenues in one calender year
3	> 300 million euro	> 250 stations operational
4	> 400 million euro	> 150 kW charging at >50% of our stations
5	> 500 million euro	> Company profitable for 12 months in a row
6	> 600 million euro	> 500 stations operational
7	> 700 million euro	> 100 million euro in revenues in one calender year
8	> 800 million euro	> 30% EBITDA margin for 12 months in a row
9	> 900 million euro	> 300 kW charging at >50% of our stations
10	> 1 billion euro	> 1000 stations operational

Correction of 2018 comparative information

In the Financial Statements for the year ended 31 December 2018 Fastned's management determined the fair value of issued options with reference the Black Scholes option pricing model, also taking into account other relevant factors, such as the imperfection of the underlying assumptions of the Black Scholes model, the market price of the DR's and the illiquidity of the DRs. This led to the conclusion that in management's view the weighted average fair value of the options outstanding was, at the time of the grant, zero. The directors are now of the opinion that this was incorrect and resulted in a material error in the 2018 financial statements. The directors therefore obtained expert advice on the correct valuation for the options, see below for further details. The presented 2018 comparative information included in these financial statements has been adjusted to include €230 thousand for option costs. This correction does not impact any of the amounts reported in the consolidated statement of financial position as at 31 December 2018 and therefore no restatement of balances of assets, liabilities and equity is required.

Valuation of options

IFRS2 requires an entity to consider factors that knowledgeable, willing market participants would consider in

selecting the option pricing model to apply. For example, many employee options have long lives, are usually exercisable during the period between vesting date and the end of the options' life, and are often exercised early. These factors should be considered when estimating the grant date fair value of the options. For many entities, this might preclude the use of the Black-Scholes-Mertonformula, which does not allow for the possibility of exercise before the end of the option's life and may not adequately reflect the effects of expected early exercise. It also does not allow for the possibility that expected volatility and other model inputs might vary over the option's life. Based on expert advice from external consultants, management has valued issued options using the Hull-White option valuation model which allows for the fact that employees tend to exercise options during the exercise period – i.e. after vesting, but prior to the expiration date for such options. If shares are subject to restrictions on transfer or other limitations/restrictions after vesting date, those factors shall be taken into account, but only to the extent that the post-vesting restrictions affect the price that a knowledgeable, willing market participant would pay for that share. If the shares are not are actively traded in a deep and liquid market, post-vesting transfer restrictions are expected to have an effect on the price that a knowledgeable, willing market participant would pay for the shares. The valuation approach adopted has been to calculate the discount for lack of marketability (DLOM) as the cost of an "at-the-money"put option over the underlying shares/DRs of the appropriate term. The rationale is that the put option insures against the risk of not being able to sell the shares (DRs) when the share price falls.

The parameters used in this valuation approach and the fair value of the options issued in the years 2015-2018 are shown in the table below.

Parameter	Initial measurement
	22-12-2015	12-1-2017	9-5-2018
Share price at Nxchange (in €)	9.98	9.00	9.00
Exercise price (in €)	10.00	10.00	10.00
Exercise multiple	1.6x	1.6x	1.6x
Expected volatility	52.7%	48.3%	44.1%
Risk free interest rate	0.451%	0.065%	0.410%
Expected dividend yield	-	-	-
Time to vest (years)	3.0	3.0	3.0
Remaining contractual option life (years)	8.0	8.0	8.0
DLOM	27.4%	26.1%	24.6%
Fair value per option H&W adjusted for DLOM (in €)	2.76	2.19	2.08

During 2019 the first two milestones of the 2018 Option plan were reached and 295,661 options were issued to employees. The estimated fair value of these options using the Hull White option valuation model and assumptions/parameters used in the valuation are listed in the table below.

Parameter		Initial measurement
	Milestone 1	Milestone 2
Share price at Euronext (in €)	13.80	13.80
Exercise price (in €)	10.00	10.00
Expected volatility	30.9%	30.9%
Risk free interest rate	-0.566%	-0.566%
Expected dividend yield	-	-
Expiry date	13 June 2024	21 June 2024
Remaining contractual option life (years)	4.5	4.5
Fair value per option H&W adjusted for DLOM (in €)	4.58	4.58

The cost of the options included in the income statement are as follows

€'000	2019	2018
Options granted in years 2015-8	230	230
Options granted in 2019	1,353	-
Total expense included in administrative expenses	1,583	230

23. Commitments and contingencies

Lease commitments — Group as lessee

The Group has entered into contractual lease arrangements relating to chargers with Fastned Terra 1 B.V. and Fastned Terra 2 B.V. These leases have a remaining term of 6 years. The first term of five years will terminate on 31 January 2021. At the end of the contract, Fastned will support Fastned Terra 1 B.V. and Fastned Terra 2 B.V. with the removal of the chargers, the potential sale of the chargers and the delivery of the chargers to a warehouse. The cooperation with Fastned Terra 1 B.V. and Fastned Terra 2 B.V. is non-exclusive for all parties.

On a monthly basis, Fastned pays a revenue share based on the amount of kWh sold through the Fastned Terra 1 B.V. and Fastned Terra 2 B.V. chargers under these contracts. The future lease commitment is therefore depending on the amount of kWh Fastned sells. In case Fastned does not sell any kWh at these chargers, the payment will be zero. Fastned delivered 1,343,327 kWh via the chargers of Fastned Terra 1 B.V. in 2019 (2018: 739,449) and 238,416 kWh via the chargers of Fastned Terra 2 B.V. in 2019 (2018: 158,791).

For information regarding short term and low-value lease commitments see Note 13 .

Commitments

At 31 December 2019, the Group had initiated the construction of several fast charging stations, these will be realised in the first quarter of 2020. Fastned usually partly prepays orders placed with suppliers and the larger part of these prepayments are already capitalised in the balance sheet. The outstanding commitment at 31 December 2019 amounted to approximately €4.373 million (2018: €6.498 million).

24. Related party disclosures

€'000		Amounts owed to related parties
	Interest income	Amounts owed by related parties
2019	63	1,155
		1,112
		134
2018	7	141
	2018 2019	Interest charge 59 8

Terms and conditions of transactions with related parties

Fastned pays variable lease to Terra 1 and Terra 2 based on kwh sold from the chargers owned by both companies.

€'000	2019	2018
Variable leases	249	130-

For terms and conditions of the payables and outstanding loans with Fastned Terra 1 B.V. and Fastned Terra 2 B.V. please refer 14.2.

Compensation of key management personnel of the Group

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the group as a whole. The Group considers all members of the Management Board, Fast Board and the Supervisory Board to be key management personnel as defined in IAS 24 "Related parties."

The total remuneration package for the members of the board of directors may consist of the following components:

• a) Annual base salary;
• b) Short-term variable salary;
• c) Pension benefits;
• d) Short term employee benefits.

Remuneration of the Management Board

€'000

Short term employee benefits

	Base Salary		Non-monetary benefits			Pension Share options benefits			Total remuneration
	2019	2018	2019	2018	2019	2018		2019 2018	2019	2018
M. Langezaal	89	72	16	-	-		-	-	105	72
N. Korthals-Altes	101	92	10	-	12	10	148	36	271	138
V. van Dijk	13	-	2		2		-	-	17	-
B. Lubbers	12	36	5	-	-	-	-	-	17	36

Victor van Dijk commenced employment as Chief Financial Officer on 18 November 2019.

Bart Lubbers became chairman of the Supervisory Board on 25 June 2019.

Remuneration of the FAST Board

The remuneration and contractual terms of employment of FAST Board members are determined by the general meeting of depository receipt holders. Apart from their remuneration, FAST Board members shall be reimbursed for all reasonable costs incurred with the consent of the chairperson of the FAST Board, or, with respect to the Chairperson, incurred with the consent of the Chairman of the Supervisory Board.

€'000	2019	2018
Fiona Buruma	3	-
Hieke van Rees-Spoelstra	5	5
Henk Pals	3	-
Geert Kloppenburg	1	5
Floris (Florentius Adrianus) de Gelder	1	5
Total	13	15

On 24 April 2019 Fiona Buruma and Henk Pals were appointed members of the Fast Board, and Geert Kloppenburg and Floris de Gelder resigned.

Remuneration of Supervisory Board (established 25 June 2019)

The General Meeting determines the remuneration of the Supervisory Directors. The Supervisory Directors are entitled to a fixed annual fee as determined by the General Meeting taking into account the time to be spent by such Supervisory Directors. No additional fees are due for their membership of the Audit Committee. The total compensation for each Supervisory Director for the financial year ending on 31 December 2019 was as follows:

€'000

	Short term employee benefits
	Basic salary	Non-monetary benefits	Total remuneration
Bart Lubbers	24	6	30
Hans Streng	10	-	10
Hans Michels	10	-	10

The total remuneration for all management board, FAST Board and supervisory board amounts to 473 thousand in 2019 (2018: 261 thousand )

The amounts disclosed in the table are the amounts recognised as an expense during the reporting period related to key management personnel.

25. Key events post reporting date

The COVID-19 virus outbreak will have a considerable impact on Fastned. A direct impact is a strong drop in revenues for a period of unknown duration as a consequence of the COVID-19 lock-down measures. Another impact is a possible delay in FEV adoption (the main long term driver of Fastned revenues) as a result of production slowdowns in the automotive supply chain. To cater for this, Fastned downsized its capital expenditure plans for 2020 to be able to maintain an increased cash buffer. In addition, Fastned will apply for relevant government support instruments.

26. Remuneration of auditors

This note includes all fees agreed to be paid to the Group's auditors whether in relation to their audit of the Group or otherwise.

Group auditors for 2018 were Grant Thornton Accountants en Adviseurs B.V., and for 2019 Deloitte Accountants B.V.

€'000	2019	2018
Fees payable to the Group's auditor for the audit of the consolidated parent company accounts and subsidiaries accounts of Fastned B.V.	145	104

27. Standards issued but not yet effective

At the date of authorisation of these financial statements, the Group has not applied the following new and revised IFRS Standards that have been issued but are not yet effective, and, in some cases, had not yet been adopted by

	the EU:

IFRS 17	Insurance Contracts
IFRS 10 and IAS 28 (amendments)	Sale or Contribution of Assets between an Investor and its Associate or Joint Venture
Amendments to IFRS 3	Definition of a business
Amendments to IAS 1 and IAS 8	Definition of material
Amendments to IAS 1 Presentation of Financial Statements	Classification of Liabilities as Current or Non-current
Amendments to IFRS 9, IAS 39 and IFRS17	Interest Rate Benchmark Reform
Conceptual Framework	Amendments to References to the Conceptual Framework in IFRS Standards

The management does not expect that the adoption of the Standards listed above will have a material impact on the financial statements of the Group in future periods.

Parent company financial statements

Parent company statement of profit or loss

for the year ended 31 December

€'000	Notes	2019	2018
Revenue related to charging		4,353	1,636
Revenue from station construction as part of service concessions		152	-
Revenue	6	4,505	1,636
Cost of sales related to charging		(690)	(397)
Cost of sales from station const. as part of service concessions		(152)	-
Cost of sales		(842)	(397)
Gross profit		3,663	1,239
Other operating income		(1)	665
Selling and distribution expenses		(1,378)	(943)
Administrative expenses	28.1	(6,280)	(3,997)
Other operating expenses	28.2	(2,936)	(1,544)
Operating loss		(6,932)	(4,580)
Finance costs	28.3	(2,746)	(1,648)
Finance income	28.4	526	204
Loss before tax		(9,152)	(6,024)
Income tax expense		-	-
Results from investments in subsidiaries		(2,882)	(475)
Loss for the year		(12,034)	(6,499)

Parent company statement of financial position

as at 31 December

€'000			Notes	2019	2018
Assets
Non-current assets
Other intangible assets			11	340	131
Property, plant and equipment			29	24,184	17,418
Right-of-use assets			30	2,268	-
Non-current financial assets	-	Loans to related parties	33	995	1,181
	-	Investments in subsidiaries	31	560	74
	-	Loans to subsidiaries	32	8,808	7,431
				37,155	26,235
Current assets
Current financial assets			33	249	-
Trade and other receivables			34	1,498	3,977
Prepayments			34	293	698
Cash			35	17,488	8,963
				19,528	13,638
Total assets				56,683	39,873
Equity and liabilities
Equity
Issued capital			17	148	148
Share premium			17	26,503	26,329
Legal reserves				340	131
Retained earnings				(34,524)	(23,821)
				(7,533)	2,787
Current liabilities
Trade and other payables			36	1,285	1,214
Lease liabilities			37	344	-
Non-current liabilities
Interest-bearing loans and borrowings	-	Loans from external parties	14.3	56,968	34,102

Total equity and liabilities			56,683	39,873
Total liabilities			64,216	37,094
Deferred revenues			456	372
Provisions			1,760	1,398
Lease liabilities		37	2,130	-
-	Loans from subsidiaries	32	1,273	-

Notes to the parent company financial statements

for the year ended 31 December 2019

Basis of preparation and accounting policies

The company financial statements have been prepared in accordance with the statutory provisions of Part 9, Book 2 of the Netherlands Civil Code by making use of the accounting policies under IFRS as used by the preparation of the consolidated financial statements.

For the accounting policies of the separate items on the balance sheet we refer to the accounting policies as mentioned in the notes to the consolidated financial statements. These accounting policies also apply to the company financial statements unless otherwise mentioned.

For the principles for the recognition and measurement of assets and liabilities and determination of the results for the company financial statements, Fastned applies the option included in section 2:362, paragraph 8 of the Netherlands Civil Code. This means that the principles for the recognition and measurement of assets and liabilities and determination of result in the company financial statements ("accounting policies") are the same as those applied in the consolidated financial statements under International Financial Reporting Standards as endorsed by the European Union (EU IFRS).

Subsidiaries

Subsidiaries of Fastned B.V., listed in Note 5, are measured on the basis of the equity method. The share of profit of these investments is the Company's share of the investments' results.

The Company shall eliminate any expected credit losses on intercompany loans or receivables against the book value of the intercompany loan or receivable in accordance with Directive 100.107a of the Dutch Accounting Standards Board

28. Other expenses

28.1 Administrative expenses

€'000	2019	2018
Wages and salaries	3,378	2,001
Depreciation of property, plant and equipment	1,975	1,419
Depreciation of right-of-use assets	386	-
Social security costs	348	276
Pension costs	156	103
Amortization of intangible assets	26	-
Provision for impairment	-	148
Other	11	50
Total administrative expenses	6,280	3,997

In 2019 the average number of employees was 38 (2018: 27), and the number of directors was 2 (2018: 3). In 2019 an impairment provision has been made for investments in Fastned UK Limited, Fastned Belgie BVBA and Fastned

28.2 Other operating expenses

€'000	2019	2018
Advisory costs	1,467	237
General costs	819	579
Marketing costs	368	276
Office costs	228	332
Car expenses	54	70
Rent		50
Total other operating expenses	2,936	1,544

28.3 Finance costs

€'000	2019	2018
Interest on debts and borrowings Interest on lease liabilities	2,523 194	1,591
Interest and bank charges	29	2
Tax penalties	-	24
Other interest expenses	-	31
Total finance costs	2,746	1,648

28.4 Finance income

€'000		2019	2018
Interest and bank charges:	Third party	70	69
Total finance income	Intercompany	456 526	135 204

29. Property, plant and equipment

€'000	Construction in progress	Charging stations and technical installations		Total
Cost At 1 January 2018	2,978	14,062	460	17,500
Additions Disposals Transfer At 31 December 2018	5,398 (1,269) (3,496) 3,611	200 - 3,496 17,758	69 - - 529	5,667 (1,269) - 21,898
Additions	8,181	527	184	8,892

Reversals	(174)	174	-	-
Disposals	(152)		-	(152)
Transfer	(8,591)	8,591	-	-
At 31 December 2019	2,875	27,050	713	30,638
Depreciation and impairment
At 1 January 2018	-	(2,837)	(224)	(3,061)
Depreciation charge for the year	-	(1,327)	(92)	(1,419)
At 31 December 2018	-	(4,164)	(316)	(4,480)
Depreciation charge for the year At 31 December 2018	- -	(1,857) (6,021)	(117) (433)	(1,974) (6,454)
Net book value
At 31 December 2018	3,611	13,594	213	17,418
At 31 December 2019	2,875	21,029	280	24,184

30. Right-of-use assets

€'000	Office Building	Land	Charging stations and equipment	Vehicles	Total
Cost Initial application of IFRS16 at 1 January 2019	725	139	831	130	1,825
Additions At 31 December 2019	290 1,015	49 118	185 1,016	305 435	829 2,654
Depreciation and impairment Initial application of IFRS16 at 1 January 2019	-	-	-	-	-
Depreciation charge for the year	(156)	(14)	(84)	(132)	(386)
At 31 December 2019	(156)	(14)	(84)	(132)	(386)
Net book value At 1 January 2019 At 31 December 2019	725 1,011	139 174	831 932	130 303	1,825 2,268

Leases assets including buildings, land, equipment and vehicles.

The maturity analysis of lease liabilities is presented in note 37.

Amounts recognized in profit and loss:

€'000	2019
Depreciation on right-of-use assets	386
Interest expense on lease liabilities	194
Expense relating to short term leases	115

Expense relating to variable lease payments not included in the measurement of the lease liability

31. Investments in subsidiaries

€'000

2019	01-Jan	Investment	Options granted	Result for the year	Allowance for impairment losses	Loan application	31-Dec
Fastned Verwaltungsgesellschaf t mbH	24	-	-	-1	-	-	23
Fastned Deutschland GmbH & Co KG	30	2300	141	-2,055	-	-	416
Fastned UK Ltd	-	-	90	-620	-	530	-
Fastned Belgie BVBA	4	-	-	-199	-	195	-
Fastned Beheer B.V.	16	-	-	3	-	-	19
Fastned France SAS	-	20	-	-1	-	-	19
Fastned Switzerland AG	-	92	-	-9	-	-	83
Fastned Products B.V.	-	-	-	-	-	-	-
Total investment in subsidiaries	74	2,412	231	-2971	0	725	560

2018	01-Jan	Investment	Options granted	Result for the year	Allowance for impairment losses	Loan application	31-Dec
Fastned Verwaltungsgesellschaf t mbH	-	25	-	-1	-	-	24
Fastned Deutschland GmbH & Co KG	-	500	-	-470	-	-	30
Fastned UK Ltd	-	-	-		-148	148	-
Fastned Belgie BVBA	-	6	-	-2	-	-	4
Fastned Beheer B.V.	17	-	-	-1	-	-	16
Fastned France SAS	-	-	-	-	-	-	-
Fastned Switzerland AG	-	-	-	-	-	-	-
Fastned Products B.V.	-	-	-	-1	-	1	-
Total investments in subsidiaries	17	531	0	-475	-148	149	74

The above mentioned subsidiaries are 100% owned by Fastned B.V.

249

32. Loans to and from subsidiaries

€'000	Interest rate	Maturity	2019	2018
	%
Current Account Fastned Products B.V.	6	-	49	85
Current account Fastned Deutschland GmbH & Co KG	6	-	-	7,318
Loan account Fastned Deutschland GmbH & Co KG	6	31.12.2024	7,862	-
Current account Fastned UK Ltd	6	-	157	26
Loan account Fastned UK Ltd	6	31.12.2024	563	-
Current account Fastned Belgie BVBA	6	-	8	1
Loan account Fastned Belgie BVBA	6	31.12.2024	165	-
Current account Fastned Verwaltungsgesellschaft	6	-	1	1
Current account Fastned Switzerland AG	6		3	-
Loans to subsidiaries			8,808	7,431
Loans from subsidiaries
€'000	Interest rate	Maturity	2019	2018
Current account Fastned Deutschland GmbH & Co KG	6	-	1,273	-
Loans to subsidiaries			1,273	-

33. Loans to related parties

Loans to related parties

	Interest rate	Maturity	2019	2018
	%		€'000	€'000
Non-current interest-bearing
loans and borrowings
Loan to Fastned Terra 1 B.V.	6	31 December 2024	1,110	1,047
Loan to Fastned Terra 2 B.V.	6	31 December 2024	134	126
Credit facility to Fastned Terra 1 B.V.	-	31 December 2024	-	-
Credit facility to Fastned Terra 2 B.V.	-	31 December 2024	-	8
Loans to related parties and subsidiaries			1,244	1,181
Current			249	-
Non-current			995	1,181

34. Trade and other receivables and prepayments

€'000	2019	2018
Trade receivables	1,031	307
Taxes and social securities	180	628
Other receivables	467	3,670
Prepayments	113	70
Total trade and other receivables and prepayments	1,791	4,675

Trade and other receivables and prepayments

Trade receivables are non-interest bearing and are generally on terms of 14 days. As at 31 December 2019, the provision for trade receivables, amounted to €16,000. Included in other receivables at year end 2018 is €3.3 million relating to depository receipts issued at year end, which were settled early in January 2019.

35. Cash

€'000	2019	2018
Cash at banks and on hand	17,488	8,963
Total cash	17,488	8,963

Cash at banks earns interest at floating rates based on daily bank deposit rates.

At 31 December 2019, the Company had no borrowing facilities with banks.

36. Trade and other payables

€'000	2019	2018
Trade payables	703	560
Taxes and social securities	(2)	40
Other payables	584	614
Total trade and other payables	1,285	1,214

Terms and conditions of the above liabilities:

● Trade payables are non-interest bearing and are normally settled on 30-day terms

● Other payables are non-interest bearing and have a term of one month to six months

● Please refer to Note 14.6 for the maturity profile of the liabilities.

37. Lease Liabilities

€'000 ²⁰¹⁹

Maturity analysis:
Year 1	528
Year 2	484
Year 3	414
Year 4	387
Year 5	367
> 5 years	1,218
Total	3,397
Less: unearned interest	(924)
Total lease liabilities	2,473
Analysed as :
Current	344

Non-current
	2,130

Share premium

See Note 17 in the notes to the consolidated financial statements.

Share capital

See Note 17 in the notes to the consolidated financial statements.

Interest-bearing loans and borrowings

See Note 14.3 in the notes to the consolidated statements.

Provisions

See Note 20 in the notes to the consolidated statements.

Commitments and contingencies

See Note 23 in the notes to the consolidated statements.

Compensation of key management personnel of the Company

See Note 24 in the notes to the consolidated financial statements.

Standards issued but not yet effective

See Note 27 in the notes to the consolidated financial statements.

Number of employees

In 2019 the average number of employees was 38 (2018: 27), and the number of directors was 2 (2018:3).

Appropriation of the result for the financial year 2018

The annual report for 2019 was adopted by the General Meeting on 15 April 2019.

Recognition of the loss for 2018

The board of directors proposes to deduct the 2019 loss of €12,171,000 from the other reserves. The General Meeting will be asked to approve the appropriation of the 2019 loss; this proposition is already recognised in the financial statements.

Key events post reporting date

See Note 25 in the notes to the consolidated financial statements.

Signing of the financial statements

Amsterdam, 30 March 2020

Management Board

Michiel Langezaal CEO

Niels Korthals Altes CCO

Supervisory Board

Bart Lubbers Hans Streng Hans Michels

Other information

Statutory rules concerning appropriation of result

• 1. In Article 19 of the articles of association the following is stated concerning the appropriation of result:
• 1. The result of the period is to the free disposal of the Annual General Meeting;
• 1. The Group shall make dividend distributions to shareholders and other parties entitled to the distributable profit only to the extent that the shareholders' equity exceeds the legal and statutory reserves;
• 1. Any dividend distribution will be made after the approval of the directors of the Group;
• 1. The Group is allowed to make interim dividend payments (the regulations as mentioned above apply).

Independent Auditor's Report

To the shareholders and the supervisory board of Fastned B.V.

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS 2019 INCLUDED IN THE ANNUAL ACCOUNTS

Our opinion

We have audited the accompanying financial statements 2019 of Fastned B.V., based in Amsterdam. The financial statements include the consolidated financial statements and the company financial statements.

In our opinion:

• the accompanying consolidated financial statements give a true and fair view of the financial position of Fastned B.V. as at 31 December 2019, and of its result and its cash flows for 2019 in accordance with International Financial Reporting Standards as adopted by the European Union ("EU-IFRS") and with Part 9 of Book 2 of the Dutch Civil Code; and
• the accompanying company financial statements give a true and fair view of the financial position of Fastned B.V. as at 31 December 2019, and of its result for 2019 in accordance with Part 9 of Book 2 of the Dutch Civil Code.

The consolidated financial statements comprise:

• 1. the consolidated statement of financial position as at 31 December 2019;
• 1. the following statements for 2019: the consolidated income statement, the consolidated statements of comprehensive income, changes in equity and cash flows; and
• 1. the notes comprising a summary of the significant accounting policies and other explanatory information.

The company financial statements comprise:

• 1. the company balance sheet as at 31 December 2019;
• 1. the company profit and loss account for 2019; and
• 1. the notes comprising a summary of the accounting policies and other explanatory information.

Basis for our opinion

We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. Our responsibilities under those standards are further described in the "Our responsibilities for the audit of the financial statements" section of our report.

We are independent of Fastned B.V. in accordance with the EU regulation on specific requirements regarding the statutory audits of public interest entities, the Wet toezicht accountantsorganisaties (Wta, Audit firms supervision act), the Verordening inzake de onafhankelijkheid van accountants bij assurance-opdrachten (ViO, Code of Ethics for Professional Accountants, a regulation with respect to independence) and other relevant independence regulations in the Netherlands. Furthermore, we have complied with the Verordening gedrags- en beroepsregels accountants (VGBA, Dutch Code of Ethics).

We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter related to the financial position including impact of Corona virus disease 2019 (COVID-19)

We draw attention to the going concern paragraph in note 1 of the financial statements in which management disclosed its assessment of the entity's ability to continue as a going concern. COVID-19also impacts Fastned B.V. Management disclosed the current impact and its plans to deal with these circumstances in notes 1 and 25 of the financial statements, to which we also draw attention. Our opinion is not modified in respect of these matters.

Materiality

Based on our professional judgement we determined the materiality for the financial statements as a whole at EUR 430,000. The materiality is based on 1-2% of total assets and 3-5% of cashflows from operations and cashflows from investing activities. We have also taken into account misstatements and/or possible misstatements that in our opinion are material for the users of the financial statements for qualitative reasons.

We agreed with the supervisory board that misstatements in excess of EUR 21,500, which are identified during the audit, would be reported to them, as well as smaller misstatements that in our view must be reported on qualitative grounds.

Scope of the group audit

Fastned B.V. is at the head of a group of entities. The financial information of this group is included in the consolidated financial statements of Fastned B.V..

Our group audit mainly focused on significant group entities Fastned B.V., Fastned Deutschland GmbH & Co. KG and Fastned UK Ltd.

We have performed:

• audit procedures ourselves at group entities Fastned B.V., Fastned Deutschland GmbH & Co.KG. and Fastned UK Ltd; and
• review procedures at group level on other group entities.

By performing the procedures mentioned above at group entities, together with additional procedures at group level, we have been able to obtain sufficient and appropriate audit evidence about the group's financial information to provide an opinion about the consolidated financial statements.

Scope of fraud and non-compliance with laws and regulations

In accordance with Dutch Standards on Auditing, we are responsible for obtaining reasonable assurance that the financial statements taken as a whole are free from material misstatements, whether due to fraud or error.

Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the auditing standards. Also, we are not responsible for preventing and cannot be expected to detect non-compliance with all laws and regulations.

The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Our audit procedures differ from those performed as part of a specific forensic investigation, which often has a more in-depth scope.

In determining the audit procedures, we made use of the evaluation of management in relation to management's fraud risk assessment respectively the risk of non-compliancewith laws and regulations (prevention, detection and response) including ethical standards that contribute to a culture of honesty.

We have exercised professional judgement and have maintained professional skepticism throughout our audit in identifying and assessing the risks of material misstatement of the financial statements due to fraud or non-compliance, designing and performing audit procedures responsive to those risks, and obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.

Consideration of fraud

In identifying fraud risks, we assessed fraud risk factors, which we discussed with Management, those charged with governance and others within the group. Fraud risk factors are events or conditions that indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Based on the auditing standards, we considered the following presumed fraud risk relevant to our audit:

● Fraud risk in relation to management override of controls

Furthermore, we identified and considered the following other fraud risks, which could have a material impact on the financial statements:

● Fraud risk related to unauthorized payments

As part of audit procedures to respond to fraud risks, we evaluated the internal controls relevant to mitigate these fraud risks and performed supplementary substantive audit procedures, including detailed testing of journal entries and supporting documentation in relation to post-closing adjustments. Data analytics, including testing journal entries based on certain risk-basedcharacteristics, is part of our audit approach to address fraud risks, which could have a material impact on the financial statements.

Laws and regulations

We assessed factors related to the risks of non-compliance with law and regulations that could reasonably be expected to have a material effect on the financial statements taken as a whole from our general and industry experience, through discussions with management and by the inspection of selected documents regarding compliance with law and regulations.

The potential effect of these laws and regulations on the financial statements varies considerably. Firstly, the company is subject to laws and regulations that directly affect the financial statements including corporate tax law, financial reporting regulations and requirements under Part 9 of Book 2 of the Dutch Civil Code. We assessed the compliance with these laws and regulations as part of our procedures on the related financial statements.

Secondly, the group is subject to many other (sector specific) laws and regulations where the consequences of non-compliance with these laws could have a material effect on amounts and/or disclosures in the financial statements, for instance through imposing fines or litigation. We identified data and privacy legislation, Dutch stock exchange regulations and anti-money laundering, bribary and corruption regulation as those most likely to have such an effect.

As required by auditing standards, we performed certain audit procedures that address the risk of non-compliance with these laws and regulations, including inquiries of Management, those charged with Governance and others within the group and inspecting (board) minutes, correspondence with relevant authorities and lawyers' letters. We also remained alert to indications of (suspected) non-compliance throughout the audit, both at component and group levels. Furthermore, we performed corroborative inquiry with legal counsel. Finally, we obtained written representations that all known instances of (suspected) non-compliance with laws and regulations have been disclosed to us.

Our key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements. We have communicated the key audit matters to the supervisory board. The key audit matters are not a comprehensive reflection of all matters discussed.

These matters were addressed in the context of our audit of the financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter	Audit approach
Going concern Fastned operates in a developing market and management's focus is on raising additional capital to expand the network. The going concern assumption is therefore a key focus point for our audit. The availability of sufficient funds from new financing and complying with existing obligations is an assumption for the going concern basis of accounting. The estimated future cash flows are based on the expectations and the estimates made by management. The forecasts are based on estimates that are uncertain including the KWh sold and projected investment in stations. Management has disclosed its view on Fastned's financial position and going concern in Note 1 to the financial statements.	Our audit approach included obtaining and examining management's business plan and cash flow forecast 2020 to 2022. This forecast was also used as a basis for the discounted cash flow valuation model in the impairment assessment of the charging stations. In order to assess whether the going concern assumption is appropriately applied, we involved an auditor's expert (Deloitte Restructuring Services). Together, we challenged management's assumptions used in the forecast period by considering available evidence to support these assumptions. We performed procedures to obtain audit evidence in relation to the company's access of financing of future capital and operating expenditure via debt and equity issue as well as availability of the working capital facility agreement from Wilhelmina-Dok B.V. Fastned is reliant on securing financing to continue growing its network, covering operational costs and meeting obligations as and when they fall due, for the foreseeable future. We performed additional procedures to assess the effect of COVID-19. We considered the projected cash flow from operating activities, the projections of the revenue in combination with the cash flow from investing in new stations and the availability of facilities to provide funding in order to conclude on the appropriateness of using the going concern basis of accounting in preparing the financial statements. We also performed sensitivity analyses by changing key assumptions underlying the projected cash flow model, including expected revenues (growth of number of electric vehicles, market penetration, margins), operational expenses and capital expenditures. No material exceptions were identified based on our procedures performed. We also compared the disclosures to the consolidated financial statements to the requirements of IFRS and found no material exceptions.
Valuation of property, plant and equipment, specifically the valuation (impairment) of charging stations Fastned's evaluation of property, plant and equipment ("PP&E") (as part of the relevant cash generating unit ("CGU")) for impairment involves a comparison of the recoverable amount of each CGU to its carrying amount. Recoverable amount is defined as the higher of fair value less costs of disposal and the value-in-use for each CGU. Fastned used a	In our audit of the valuation (impairment) of the charging stations, we involved an auditor's expert (Deloitte Financial Advisory Services). Our audit procedures included evaluating management's assessment of any (internal or external) indicators for an impairment. We assessed Fastned's CGU definition in view of its expanding business model. Our assessment included the level of interdependency of Fastned's cash inflows between geographies and consistency with Fastned's reporting segments.

discounted cash flow model to determine the recoverable amount, which requires management to make significant assumptions related to estimates of future cash flows. The key assumption with the most significant impact on the cash flow forecasts was the number of electric vehicles charging at Fastned (average KWh per session and visits per day). Changes in this assumption could have a significant impact on the recoverable amount of a CGU. The consolidated PP&E balance of Fastned amounts to EUR 30.7 million as at December 31, 2019. No impairment charge relating to PP&E was recognized for the year ended December 31, 2019.

To determine if the economic performance of the asset is as expected, we verified whether the recoverable amounts of the CGUs were higher than their carrying amounts. Our testing included assessment of the methodologies used by management to estimate the values in use. We verified the inputs in the model to independent sources and assessed assumptions for reasonability. A sensitivity analysis was performed to determine the effect of the sensitive assumptions of the impairment test including WACC and growth (average KWh per session and visits per day). Based on available evidence and audit work performed, we found management's assumptions in relation to the impairment indicators and value in use calculations to be reasonable. We found the disclosures in note 12 to be appropriate.

First year engagement Initial audit engagements involve a number of considerations not associated with recurring audits. We identified the audit transition, including the audit of the opening balance as a key audit matter as this involves additional planning activities and considerations necessary to establish an appropriate audit plan and strategy. This includes: gaining an initial understanding of ● Fastned and its business including its control environment and information systems, sufficient to make an audit assessment and develop the audit strategy and plan; obtaining sufficient appropriate audit ● evidence regarding the opening balances including selection and application of accounting principles; and communicating with the previous ● auditors.

Our audit approach included the following audit procedures: We attended the final audit closing meeting of the prior ● period audit with the outgoing auditor and Fastned's management. During this meeting, the audit findings report for 2018 was presented by the outgoing auditor. In order to obtain sufficient appropriate audit evidence ● regarding the opening balances including selection and application of accounting principles, we held a meeting with outgoing auditor and performed a detailed file review of their 2018 audit file in order to gain insight into their audit approach and strategy and comfort over the work performed. In doing so, we also gained additional understanding of Fastned and its business, including its control environment and information systems. In performing our audit work, we evaluated the key ● accounting positions and revisited several matters from prior years resulting in restatements as disclosed in note 3 of the financial statements. Where required, we evaluated the disclosure of prior period ● errors identified against the requirements of IFRS and found no material exceptions.

REPORT ON THE OTHER INFORMATION INCLUDED IN THE ANNUAL ACCOUNTS

In addition to the financial statements and our auditor's report thereon, the annual accounts contain other information that consists of:

• Management Board's Report;
• Remuneration Report;
• Supervisory Board Report;
• In control and responsibility statements;
• Non-IFRS measures; and
• Other Information as required by Part 9 of Book 2 of the Dutch Civil Code.

Based on the following procedures performed, we conclude that the other information:

• is consistent with the financial statements and does not contain material misstatements; and
• contains the information as required by Part 9 of Book 2 of the Dutch Civil Code.

We have read the other information. Based on our knowledge and understanding obtained through our audit of the financial statements or otherwise, we have considered whether the other information contains material misstatements.

By performing these procedures, we comply with the requirements of Part 9 of Book 2 of the Dutch Civil Code and the Dutch Standard 720. The scope of the procedures performed is substantially less than the scope of those performed in our audit of the financial statements.

Management is responsible for the preparation of the other information, including the Management Board's Report in accordance with Part 9 of Book 2 of the Dutch Civil Code, and the other information as required by Part 9 of Book 2 of the Dutch Civil Code.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

Engagement

We were engaged by the supervisory board as auditor of Fastned B.V. on September 16, 2019, as of the audit for the year 2019 and have operated as statutory auditor ever since that date.

No prohibited non-audit services

We have not provided prohibited non-audit service as referred to in Article 5(1) of the EU Regulation on specific requirements regarding statutory audits of public interest entities.

DESCRIPTION OF RESPONSIBILITIES REGARDING THE FINANCIAL STATEMENTS

Responsibilities of management and the supervisory board for the financial statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with EU-IFRS and Part 9 of Book 2 of the Dutch Civil Code. Furthermore, management is responsible for such internal control as management determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.

As part of the preparation of the financial statements, management is responsible for assessing the company's ability to continue as a going concern. Based on the financial reporting frameworks mentioned, management should prepare the financial statements using the going concern basis of accounting unless management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

Management should disclose events and circumstances that may cast significant doubt on the company's ability to continue as a going concern in the financial statements.

The supervisory board is responsible for overseeing the company's financial reporting process.

Our responsibilities for the audit of the financial statements

Our objective is to plan and perform the audit assignment in a manner that allows us to obtain sufficient and appropriate audit evidence for our opinion.

Our audit has been performed with a high, but not absolute, level of assurance, which means we may not detect all material errors and fraud during our audit.

Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. The materiality affects the nature, timing and extent of our audit procedures and the evaluation of the effect of identified misstatements on our opinion.

We have exercised professional judgement and have maintained professional skepticism throughout the audit, in accordance with Dutch Standards on Auditing, ethical requirements and independence requirements. Our audit included e.g.:

• Identifying and assessing the risks of material misstatement of the financial statements, whether due to fraud or error, designing and performing audit procedures responsive to those risks, and obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtaining an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company's internal control.
• Evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
• Concluding on the appropriateness of management's use of the going concern basis of accounting, and based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the company to cease to continue as a going concern.
• Evaluating the overall presentation, structure and content of the financial statements, including the disclosures.
• Evaluating whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

Because we are ultimately responsible for the opinion, we are also responsible for directing, supervising and performing the group audit. In this respect we have determined the nature and extent of the audit procedures to be carried out for group entities. Decisive were the size and/or the risk profile of the group entities or operations. On this basis, we selected group entities for which an audit or review had to be carried out on the complete set of financial information or specific items.

We communicate with management regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant findings in internal control that we identified during our audit. In this respect we also submit an additional report to the audit committee in accordance with Article 11 of the EU Regulation on specific requirements regarding statutory audit of public-interest entities. The information included in this additional report is consistent with our audit opinion in this auditor's report.

We provide the supervisory board with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the supervisory board, we determine the key audit matters: those matters that were of most significance in the audit of the financial statements. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, not communicating the matter is in the public interest.

2020-03-30 30.03.2020

Rotterdam, March 30, 2020

Deloitte Accountants B.V.

Signed on the original: J.A. de Bruin

Cautionary statement

This document may contain forward-lookingstatements. Words such as 'will', 'aim', 'expects', 'anticipates','intends', 'looks', 'believes', 'vision', or the negative of these terms and other similar expressions of future performance or results, and their negatives, are intended to identify such forward-looking statements. These forward-looking statements are based upon current expectations and assumptions regarding anticipated developments and other factors affecting Fastned (the "Group"). They are not historical facts, nor are they guarantees of future performance.

Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause actual results to differ materially from those expressed or implied by these forward-looking statements. Among other risks and uncertainties, the material or principal factors which could cause actual results to differ materially are: the adoption of FEVs in the Netherlands and other countries, the Fastned brand not meeting consumer preferences; Fastned's ability to innovate and remain competitive; Fastned's investment choices; customer relationships; the recruitment and retention of talented employees; disruptions in its supply chain; the cost of raw materials (electricity); secure and reliable IT infrastructure; successful execution of business transformation projects; economic and political risks and natural disasters; financial risks; failure to meet high and ethical standards; and managing regulatory, tax and legal matters.

These forward-looking statements speak only as of the date of this Annual Report. Except as required by any applicable law or regulation, the Group expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Group's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Further details of potential risks and uncertainties affecting the Group are described in the Group's filings with Euronext.

This report is not prepared in accordance with US GAAP and should not therefore be relied upon by readers as such.

In addition, a printed copy of the Annual Report is available, free of charge, upon request to Fastned, Investor Relations Department, James Wattstraat 77-79, 1097 DL Amsterdam, the Netherlands.

This report comprises regulated information within the meaning of Sections 1:1 and 5:25c of the Act on Financial Supervision ("Wet op het financieel toezicht (Wft)") in the Netherlands.

The brand names shown in this report are trademarks owned by or licensed to companies within the Group.

References in this report to information on websites (and/or social media sites) are included as an aid to their location and such information is not incorporated in, and does not form part of, the Annual Report and Accounts 2019 with the exception of the explanations and disclaimers which is incorporated into the Auditors' Reports in the Annual Report and Accounts 2018 as if set out in full.

Designed and produced by Fastned.