ANNUAL REPORT

2022-2023

CONTENTS

Management Board Preface

.................................................................................................

4

Mission and strategy

.............................................................................................................

5

Key figures

.............................................................................................................................

6

GeoJunxion Shares

...............................................................................................................

7

Management and Supervisory Boards

................................................................................

9

Management Board Report

................................................................................................

10

Management declaration

....................................................................................................

23

Supervisory Board Report

.................................................................................................

24

Remuneration Report

.........................................................................................................

26

Financial statements 2022-23

.............................................................................................

28

Addresses

............................................................................................................................

58

4

Management Board Preface

We are delighted to present the GeoJunxion Annual Report for the accounting year 2022-23. It covers the 12-months period from 1

July 2022 to 30 June 2023. While the past accounting year 2021-22 covered a similar 12-months period from 1 July 2021 to 30 June

2022.

The 2022-23 accounting year has been our best year in a long time. It was an eventful year during which the company continued

its metamorphosis and turnaround. The stability of the Management Board, the dedication of the Core Team and the diligent and

passioned execution of all our employees played a substantial role in the achievement of the annual goals. We realised a strong

top line growth for the third accounting year in a row, whilst keeping operating expenses well under control. For the past accounting

year, we achieved very solid results, with all the financial KPI

’

s showing positive numbers including a positive net result. This is

noteworthy, because it was achieved during a period of continuous concerns about the global economy. We operated in an

environment of high energy prices and increased inflation and noted that most of the big tech companies executed significant

reductions in their workforces during this timeframe.

During the past accounting year, the management team has re-enforced and refined the

company’s

strategy. We continued

developing a portfolio of products and services with special emphasis on safety on the road, environmental sustainability and social

utility. The stabilization of our strategy and diligent execution of the tactical plans, paved the way for a successful 2022-23 accounting

year.

GeoJunxion’s

product and services portfolio is built around three key pillars:

Location Aware Content

Location Intelligence Services

Premium Location Aware Content

The first pillar encompasses more traditional activities and product lines such as:

Digital Maps: proprietary and Open-Source Maps (OSM) with worldwide coverage for use in routing, planning and display.

Geo-Location API (Application Programming Interface): including address geocoding and time zones covering Europe and North

America. Typical use cases are in track and trace applications and geo-marketing.

Geo Planning API: with time and distance matrices for logistics and resource planning applications. European coverage.

The second pillar includes our services supporting tailor-made geo-location projects:

Search and evaluation of location enabled content, typically to enhance existing maps and/or routing applications.

Creating bespoke datasets, including research, sourcing, data creation, normalisation, aggregation and delivery. The typical use

case isenhancing existing maps and/or routing applications.

Developing Last Mile Mapping Services (previously identified as Outdoor Venue Plans) - tailor-made, interactive indoor and

outdoor venue maps delivered as a turnkey solution including delivery through map tiler and maintenance. The broad range of

use cases includes sport areas, stadiums, arenas, events, festivals, airports, hospitals, private industrial areas, camping, holiday

parks, museums, theatres and much more.

The third pillar includes the High Alert Zones product family focussing on three distinct areas:

Safety Alert Zones concentrate on road safety by alerting mobility users (pedestrians, cyclists, car and truck drivers) to areas with

increased risk of accidents. This includes, for example, bridges, tunnels, accident prone areas, school zones, playgrounds, etc.

This important data suite also includes School Streets and School Safety Zones: special geofences which are created to ensure

the safety of children and vulnerable pedestrians around schools and day-care centres.

Eco Alert Zones include a best-in-class dataset with worldwide coverage of regulated congestion, emission and restricted traffic

zones. Increasingly, countries and cities are deploying these zones to limit the traffic in city centres, improve air quality,reduce

accidents and elevate quality of life. For example, the German “Ümweltzones,”

Dutch “Milieuzones,”

Italian “Zona

Traffico

Limitato”, etc. The main use case is in routing, planning,

fleet management, navigation and to trigger in-car actions. Coverage is

Health Alert Zones, in the recent past containing primarily COVID-19 related information, and that, in the future, is intended to

become the reference point for geofences alerting on air

We still have a long road ahead of us, to ensure th

e company’s performance is sustainable and repeatable

. We will continue to face

many challenges, but, as a team, we are confident that we are on the right path, and we are fully committed to continue delivering

improved results. We would like to express our gratitude to everyone at GeoJunxion for their dedication, passion, energy and

professionalism. We also want to thank our shareholders for their ongoing support.

5

Mission

GeoJunxion is the crossroads where fundamental, location-aware content connects with superior, customised intelligence and

highly focused innovations to empower exceptional experiences. With an emphasis on safety on the road, environmental sustainability

and social utility, we are constantlyexpanding our portfolio to meet the demands of a diverse and fast-evolving market. Building on

decades of experience in mapping,the company focuses on high value, dynamic content and building environmentally conscious

data content and solutions, which enrich safety in everyday life. With location-aware content at our core, we know where our

strengths lie and have the know-how and technology needed to offer unrivalled, intelligent products and services.

GeoJunxion NV is listed on the regulated market of Euronext Amsterdam, under the symbol GOJXN.AS.

Company

The company is registered in Capella aan den IJssel, the Netherlands - where the head office is also located. GeoJunxion NV is

Over the past few years, the group structure has been simplified and kept lean.

The legal entity and group structure as per 30 June 2023 is as follows:

GeoJunxion NV

Holding Entity

GeoJunxion BV

Operating Entity

During the accounting year 2022-23 there were no management fee allocations between the parent company and its subsidiary.

The parent company bears costs related to the stock quotation at Euronext; to maintenance of its shares; supervision costs from

AFM (Authoriteit Financiële Markt); the costs related to the Supervisory Board; and the interest costs on external funding

(convertible loan). The subsidiary bears the costs related to the operational activities the maintenance of the legal entity and the

management board.

Strategy

As an independent player, GeoJunxion focuses on creating “map agnostic” products,

industries and market sectors.

one-off project, most of our high value datasets require frequent and continuous updates to maintain or increase their value. As

converting the initial, single activity into a recurring, predictable and sustainable business model. In most cases, GeoJunxion also

retains the IP and ownership of the newly developed datasets which can then be resold to other customers, thereby leveraging the

environmental impact through intelligent solutions which enable more environmentally conscious decisions.

Central to GeoJunxion strategy are:

Cost efficient sourcing, production, ingestion and aggregation of geodata.

Flexible licensing models at competitive pricing.

Direct delivery of dynamic, up-to-date content via APIs.

Highly customised solutions and content creation.

6

(x € 1.000)

2022/23

12M

2021/22

12M

2020/21

18M

2019 12M

2018

Results

Revenue

3,368

2,371

2,401

1,064

1,005

Operating result excl. impairment

400

(575)

(2,075)

(2,078)

(2,153)

Impairment (write off) / Reversal

-

-

-

(2,795)

(1,553)

Operating result incl. impairment

400

(575)

(2,075)

(4,873)

(3,706)

Net (loss) profit

28

(840)

(2,164)

(3,954)

(3,113)

EBITDA

1,356

290

(791)

(1,204)

EBIT

400

(575)

(1,908)

(4,873)

EBT

33

(840)

(2,434)

(4,924)

Cash Flow

530

131

(388)

(1,672)

Net earnings / Avg # share (in euro)

0.01

(0.20)

(0.54)

(1.06)

Capital

Shareholders’ equity and liabilities

11,375

11,097

11,683

10,938

14,625

Shareholders' equity

7,813

7,780

8,621

9,692

13,645

Solvency (as % of balance sheet total)

69%

70%

74%

89%

93%

Data per share

Number of outstanding shares @ YE

4,245,353

4,242,957

4,242,957

3,727,137

3,727,137

Shareholders' equity per share

1.84

1.83

2.03

2.60

3.66

Lowest share price

1.07

1.09

1.05

1.73

2.31

Highest share price

1.94

2.42

2.00

3.58

7.1

Closing share price

1.08

1.78

1.48

2.18

2.56

Market capitalisation

4,585

7,552

6,258

8,125

9,541

Personnel

Average number of

fulltime employees (FTE’s)

21

18

19

15

57

7

GeoJunxion N.V. was established on 18 March 1998 and has been listed on Euronext Amsterdam since 15 May 1998 (symbol:

GOJXN, ISIN-code: NL0000430106).

GeoJunxion’s

authorised capital amounts to a total of €13,875,000 and is divided into 18,500,000 ordinary shares with a nominal

value of €0.75 each. As of 30 June 202

3, a total of 4,245,353 shares were issued and paid up (30 June 2022: 4,242,957).

According to the Financial Supervision Act (Wft) on substantial holdings, shareholders are required to disclose their holdings if

they represent 3% or more of the issued shares of the capital of a listed company. The following interests of more than 3% are

known (as of 30 June 2023):

Parkland NV

(through Roosland Beheer BV)

30.87%

21 Dec 2011

11.30%

23 Dec 2020

6.75%

23 Dec 2020

During the accounting year 2022-23, the price of GeoJunxion shares continued to show an elevated level of volatility. The share

price moved between

a low of €1.

07 per 21 April 2023 and a h

igh of €2.

08 per 12 August 2022. The share price at the start of the

accounting year was

€

1.78 and the closing price per 30 June 2023

of €1.

08. This represents a decrease over the year of 39.3%.

During the accounting year 2022-2023 a total of 0.84 million shares were traded (2021-22

–

1.61 million), for a total value of

€

1.24

million (2021-22:

€

2.74 million).

GeoJunxion has made substantial progress to turn around its business, to become and remain a profitable company.

In the

accounting year 2022-23, the company realized a positive net result and achieved all financial KPIs positive. It has the intention to

finance its growth from its operational cash flow. In determining a dividend, the company is considering several factors, such as:

internal growth opportunities, investment and cash requirements, the equity position and its shareholders' interests. A dividend

distribution is determined annually by the Supervisory Board.

GeoJunxion highly values effective communication with investors to support an appropriate and realistic estimation of the potential

value of the GeoJunxion share.

GeoJunxion has drawn-up regulations for employees and other insiders regarding the ownership of, and transactions in, financial

instruments issued by GeoJunxion. Employees and advisors considered by GeoJunxion as insiders, are, by signing a statement,

bound to comply with the applicable regulations. The Management Board and the Supervisory Board have also complied with the

provisions of Market Abuse Regulation and the rules for the notification of voting rights, capital, control and capital holdings in

issuing institutions. The Authority for the Financial Markets (AFM) monitors compliance with these regulations.

Q1 2023-24 Financial results

21 November 2023

Annual General Shareholders Meeting

21 February 2024

Q2 2023-24 Financial results

2 May 2024

Q3 2023-24 Financial results

25 July 2024

Full Year Business update

8

9

10

2022:

July

–

Announcement of the partnership with the Dutch Red Cross to provide a custom last-mile-map to assist first-aid

responders to quickly find and get to the precise location of possible emergencies at the Zwarte Cross, a 4-day Dutch Festival

with hundreds of volunteers on an area for 2,8 million square meters and about 220 thousand visitors.

July

–

GeoJunxion receives the Level 2 Certification on Social Entrepreneurship (PSO). This demonstrates that GeoJunxion

offers high-quality employment to people who have difficulty accessing the labour market and collaborates with organizations

that also do or strive for this.

July

–

Royal Haskoning signs NDW framework agreement with GeoJunxion BV and other 11 partners to deliver traffic data from

non-road systems such as Probe Vehicle Data, Floating Car Data and crowdsourced data.

July

–

Publication of July 2022 Business Update, showing positive cash flow for full year 2021-22. Having delivered growth of

40% year-over-year, while keeping costs down compared to 2020-21.

August

–

Announcement of the booking of a series of Location Intelligence Service contracts for a combined value of well over

one million Euro.

September

–

Announcement to have granted year 2022 shared options to its employees. as incentive award toward long term

value creation. and to have reached the first quarterly vesting of the share options awarded in 2020.

October

–

Publication of 2021-22 Annual Accounts for the 12-months accounting year, ended 30 June 2022, showing significant

improvements in all financial KPIs, including positive cash-flow.

November

–

Participate to Festivak 2022 in Den Bosch, with the intent to start investing in the last-mile mapping business.

November

–

Publication of the Financial & Business update for the quarter July-September 2022 (Q1 F.Y. 2022-23), reporting

to have doubled the revenues compared with the same period of the previous year and realized a profit after taxes of 448K Euro.

10% reduction in OPEX and positive EBITDA and EBT of 875K Euro and 565K Euro.

November

–

Annual General Shareholders Meeting AGSM 2022.

November

–

Publication of the voting results of the AGSM 2022 with approval and adoption in accordance with the proposal.

2023:

January

–

GeoJunxion announces the closing of a series of Location Intelligence service agreements for a combined value

exceeding 200K Euro, in addition to the renewal of important annual service contracts.

February

–

Publication of the Financial and Business update Q2 (Oct-Dec) and H1 (Jul-Dec) F.Y. 2022-23, reporting +63%

revenue growth in the semester, 8% reduction in OPEX, positive EBITDA and EBT of 1.263K Euro and 603K Euro, a Net Profit

after taxes of 474K Euro compared with net loss of 342K Euro of the past year and positive Cash Flow of 499K Euro. GeoJunxion

also communicated an increased outlook for the year, with the topline growing by 30 to 35% compared with the previous

accounting year.

March

–

GeoJunxion participated with a booth at the Autonomy Mobility event In Paris, France.

April

–

GeoJunxion and WizzyMaps announce their collaboration to deliver state-of-the-art last-mile mapping and location

services.

April

–

GeoJunxion announces to have

received the Euronext notification about the expiration of the 24 months period on the

penalty bench in regards of the lack of audited accounts and the intended delisting of the company from Euronext Amsterdam

by 4 November 2023.

April

–

GeoJunxion becomes partner of Hart voor de Zaak (Hartstichting).

May

–

Publication of the Financial & Business update Q3 (Jan-Mar) and YTD (Jul-Mar) F.Y. 2022-23, reporting 60% revenue

growth in the 9 months period, 2% reduction in OPEX, EBITDA, EBIT and EBT positive, Net Profit after taxes of 403K Euro and

positive Cash Flow for the YTD of 444K Euro.

May

–

GeoJunxion announces to have received the Euronext notification about the start of the delisting process in accordance

with rules 6905/1 and 6905/2.

May

–

Announcement of the closing of two Location Intelligence Data and Service agreements for a combined value exceeding

200K Euro.

May

–

GeoJunxion participates in the Polis Mobility event In Koln, Germany.

11

In the period July-December 2022, the Company was largely focused on the execution of two important projects:

Operations mainly on the challenging bespoke Location Intelligence Service project signed at the beginning of August for a

Global Tech Company.

The R&D team focused on the continuation of the Location Intelligence Service contract with a

Navigation and Infotainment Systems supplier in the Automotive industry. This is ongoing work linked to a contract signed in

April 2022. This contract has potential for significant revenue generation in the years to come.

The contract with the large Global Tech company was related with

“outdoor activit

ies

” in the field of Hiking Trails and

Walking/Recreational areas. As follow up of a successful pilot project, further tailoring and refining the product specification, the

contract scope was related to the United States. In the second semester of the accounting year 2022-23, it has been extended

to Canada and some other Countries around the world.

In parallel, R&D and Operations

’ teams

were maintaining and delivering fresh updates to the Eco Alert Zones. EAZ is one of the

most important

datasets in GeoJunxion’s portfoli

o. It includes Congestion, Environmental, Low Emission and Traffic Limited

zones. The dataset is continuously expanding, as new Countries adopt such regulations, and more areas are enforced in the

countries which already have active zones. The database is updated daily to ensure it has the freshest data. As of today, this

dataset is the most complete and accurate database of environmental zones, available in the market.

In January 2023, the Company announced another achievement: the closing of a series of Location Intelligence Services

agreements for a combined value exceeding 200K Euro and the renewal of important annual service contracts, securing

recurring revenues and confirming the trust and loyalty of our clients on several types of products and services.

In April 2023, GeoJunxion announced the operational collaboration with WizzyMaps, a company based in Amsterdam, to deliver

state-of-the-art, last-mile mapping and location services. The goal of this collaboration is to combine the distinctive strengths

and competencies of the two companies in the Outdoor-Indoor Location Positioning Industry to deliver state-of-the-art custom

last mile mapping solutions for a large variety of markets and use cases. The first result of that collaboration was released during

the same month: the new outdoor interactive venue plan of the Zuiderzee Museum, located on Wierdijk in the historic center of

Enkhuizen (NL). The collaboration continued during the subsequent months, working on the outdoor-indoor venue plan of

Chasse Theatre in Breda, as well as for mobility plans of Stadiums, initially in the Benelux region.

The last four months of the accounting year 2022-23 have been characterized by an increased presence of GeoJunxion at major

mobility events. In March we attended the Autonomy Mobility World Expo in Paris with an own booth and in May, we attended

PolisMobility in Koln. At the same time, we confirmed our presence to future events, like IAA Mobility in Munich, early September

2023, Recreatie Vakbeurs in November 2023 and Festivak België at the end of November 2023.

The second half of the accounting year 2022-23, has also been characterized by the continued efforts in developing and refining

the new deliveries of the Location Intelligence Service contract with a Navigation and Infotainment Systems supplier in the

Automotive industry as well as in keeping the pace of the Location Intelligence agreements signed during the course of the year

with a major global tech company, for which we received scope extensions and consequent generated additional revenue.

The second half of the financial year was also dedicated to developing two R&D projects in the field of Machine Learning and

Artificial Intelligence. The first one was about the creation of a proprietary algorithm capable to detect and semi-automatically

digitalize precise geofences around specific areas like warehouses, industrial plants and other facilities.

The second was about satellite image processing and object detection and recognition on those satellite images. This was a

strategic project announced during the AGM in November 2022 that became reality during 2023. Dedicated resources have

been utilized for developing an internal algorithm capable to detect and geo-localize several types of features like zebra-

crossings, cycle-crossings, speed bumps, school zones and speed limited areas. The project was focused on an area in the

Netherlands, to ensure homogenous characteristics of the above-mentioned features. However, the algorithm can be trained to

identify other objects or similar objects with different patterns (for example, speed bumps pattern may differ across countries).

Technological innovations and continuously evolving customer needs are driving a mobility revolution. Looking at the near future

when automation and always-on connectivity will be even more relevant for an efficient and sustainable mobility, GeoJunxion is

well positioned to capture value from such industry trends, with its geo-localized premium data and services and geofencing

technologies.

The demand for location-aware content is still increasing in various industries and markets, despite persistent general concerns

about the global economy

The largest markets by solution continue to be the route optimisation and planning, followed by tracking and telematics. A

remarkably interesting segment with the highest expected CAGR is risk assessment and disaster management which requires

a strong location- aware component. Fleet based applications and delivery solutions have been experiencing an incredibly rapid

12

growth in the last three years but are now showing some signals of slow down.

In automotive, the adoption of advanced driver-assistance systems such as ISA, Intelligent Speed Assistance combined with

the necessity of more cost-effective mapping solutions while providing the most up-to-date and relevant data content, created

new opportunities for GeoJunxion. Premium data content towards safety on the road, environmental sustainability and social

utility remain our major interest and focus of development.

GeoJunxion operates exclusively in the field of Location Data and Technology for B2B customers. Our B2B clients integrate our

custom location-based products and services into their applications, enabling solutions to better serve their B2B customers or

directly the Consumer market.

High Alert Zones product family is still a key location-based product in our portfolio. Particularly, our Eco Alert Zones: geofences

that identify areas limited to certain types of vehicles or require the payment of a fee to access. We are still seeing a strong

increase in the number of countries and cities adopting new environmental zones with special restrictions in the city centres.

The purpose for its implementation may be the need to reduce congestion, improve air quality, or limit access only to residents

and permitted parties.

Following a concept like the Eco Alert Zones, also the Safety Alert Zones became increasingly relevant. With the School Safety

Zones and School Streets, we made an additional step towards the safety on the road for vulnerable pedestrians. School days

are characterized by increase traffic and density of pedestrians in certain areas, with the related increase of risk of collisions

between vehicles and children or their relatives commuting to/from school. Worldwide statistics confirms that thousands of

accidents happen during schooldays near schools, with profound consequences and injuries. Such accidents involve car or bike

drivers, failing to recognize the pedestrians on the road. Most of those accidents occur as children are getting on/off buses or

crossing the road. For this reason, GeoJunxion decided to build a unique database of School areas. We have split the database

in two parts: the School Streets, including those zones defined and enforced by local Municipalities and the School Safety Zones,

hundreds of thousands of areas created with proprietary algorithms, taking in consideration the precise location of each school

and related infrastructures around it like bus stops, zebra crossings, dangerous road intersections and many other parameters.

GeoJunxion’s geofences, when implemented in third

-party systems can concretely contribute to save lives and reduce costs for

the Community.

In the second half of the accounting year, we experienced an increased interest in the last-mile-mapping business, for outdoor

and indoor use cases. The most dynamic and responsive market vertical was revolving around Sport venues, like stadiums.

However, we also received positive feedback and won contracts with Museums and Theatres as well as

“opening the door” for

future business with Ports & Marinas, Holiday Parks, Camping and many other interesting markets.

Regarding the Sport events, some key areas have been identified:

-

Green and Smart Sport venues: Protecting the environment is becoming a major concern in our societies, and sport has a

part to play. Sports venues are evolving, using technology to limit their impact on the environment, from construction to

operation, including the mobility plans around them.

-

Innovative fan engagement: Fan engagement is one of the main priorities of clubs and national sport organizations. It can

help them increase their revenues, and it is also a way to address the change in the way people watch and experience

sports. The main goal is to reinforce the relations between clubs (or a specific event) and their fans, taking into account their

experience both inside stadiums/arenas and around the stadium.

-

Safety and Crowd management: The planning and control of the flow of fans and spectators, as well as the positioning of

security staff before, during, and after the event, are key aspects of the live sports experience, which today can be managed

with modern digital mapping and geolocation technologies.

-

Sports for All: GeoJunxion strategy has been built on data and services of social utility. Sports for all is therefore one of our

priorities, encouraging and supporting with our geolocated services the democratization of sport practice, from kids to the

elderly or disabled people.

GeoJunxion engages with its customers with the intend to build more than a traditional supplier-client relationship. Our clear

intent is to establish long-term partnerships, strong relationships to enable more productive and effective collaborations and,

ultimately better products and services for the final customers. For this reason, GeoJunxion frequently starts proposing Proof of

Concepts. This enables the possibility to know better the customers and their needs, shaping the final solution in the most

appropriate manner and becoming a sort of “

single entity

” with the client.

Our Enterprise customers include some of the world’s largest and most innovative Tech Companies. We are proud to

have

continued increasing our interactions with those Companies during the financial year 2022-23 and built a relationship that we

will nurture in the coming years for the success of our Company.

13

The table below shows the year-over-year comparison of the consolidated income statement. The variation percentage shows

the absolute year-over-year change in the line item.

(x € 1.000)

2022/23

2021/22

V%

Recurring License and Royalty Rev.

740

664

Recurring Service Rev.

287

268

Non-Recurring Service Rev.

2,336

1,439

Non-Recurring Data Rev.

5

-

Revenue

3,368

2,371

42%

Maps and Sources

(116)

(128)

Personnel expenses

(2,148)

(2,036)

Depreciation

(131)

(128)

Amortization

(825)

(737)

Other operating expenses

(404)

(450)

Total operating expenses

(3,624)

(3,479)

4%

Capitalised development costs

656

533

Impairments

-

-

Net operating expenses

(2,968)

(2,946)

1%

Operating result

400

(575)

170%

Interest income

2

-

Interest expense

(338)

(296)

Other financial result (expense)

(31)

31

Extra-ordinary Income (expense)

-

-

Exchange result on Participations

-

-

Result before tax

33

(840)

104%

Income taxes

(5)

-

Net profit (Loss)

28

(840)

103%

Profit / (loss) attributable to:

Shareholders of the parent

28

(840)

Cash Flow

530

131

305%

Revenue increased year-over-year by 42

% to €

3,368,000 in 2022-23 compared to

€

2,371,000 in the same period in 2021-22.

The strongest growth has been generated in the non-recurring service revenue. It is very encouraging to see that also the recurring license

revenue is growing with double digits (11% YoY), while the recurring service revenue is growing 7% YoY.

Costs for maps and data amounted to

€1

19,000 (2021-22:

€1

28,000). These costs are related to content purchased to maintain

the database and to hosting cost for delivering our data solutions to our customers via the cloud.

Personnel expenses increased in 2022-23

to €2

,148,000. This is a 6% increase compared to the same period in 2021-22 in

which personnel expenses were

€

2,036,000. The increase is related to a cost-of-living adjustment for our employees and the

strengthening of our teams

(+3 FTE’s)

to deliver on project and service commitments.

The depreciation cost on tangible fixed assets

increased to €131,000 in 2022

-

23 compared to €128,000

over the same period

in 2021-22. This is due to additional investments made in computer hardware, laptops and servers, which are amortized over a

period of 3 years.

Amortisation costs on intangible as

sets amounted to €

825,000 in 2022-23. Over the same period in 2021-22 costs were

€

737,000. This increase is due to the amortization of capitalized development costs (

€

656,000 in 2022-23 versus

€

533,000 over

2021-22). Capitalized development costs are amortized over a period of 7 years. Intangible assets created before 2018 are

amortized over a longer period (15 to 20 years). Note that the book value of the database is subject to impairment testing. This

means that the book value is compared to the value in use for the company. An impairment cost is booked in case this book

value is no longer supported by the value in use.

14

During the accounting year 2022-23, the amortisation amount on the intangible fixed assets outpaced the investment by

€

169,000 (2021-22

€

208,000). As a result, the remaining net book value of the database further reduced. Per 30 June 2023, an

impairment test was executed. This did not show a requirement for an impairment loss.

Other operating expenses decreased

to €

404,.000 in 2022-23, from

€4

50,000 over the same period in 2021-212.

€In 2021

-22

other operational expenses included a restructuring cost of €

49,000. In 2022-23 no restructuring expenses were incurred.

The net cash flow from operating activities in 2022-23 amounted to a positive cash inflow of

€

530,000 compared to cash inflow

of

€

131,000 in the same period in 2021-22. The increase is primarily due to a significant improvement in the operating result.

Note that in October 2022 the company started with the monthly downpayment of the withholding taxes and social contributions

on which a delayed payment schedule was granted as part of Covid measures. Total payments were made during 2022-23 of

€

120,000.

The financial expenses in 2022-23 increased by

€

102,000

to €

367,000, compared to

€

265,000 in the same period in 2021-22.

The increase is primarily due the accrual of the premium on the Convertible loan in case of repayment in cash and negative

exchange results, due to the weakening of the USD during the accounting year 2022-23.

Financial expenses include following items:

The tax cost on the 2022-23 result

amounted to €5,000

. The represents an effective tax rate of 15% on the reported result before

taxes. In accounting year 2021-22, the deferred tax asset on the taxable loss was fully impaired.

The total assets in

creased by €

278,000,

to €11

,375,000 per 30 June 2023, (

€11

,097,000 per 30 June 2022). The solvency ratio

remains high, amounting to 69% per 30 June 2023. The ratio reduced by 1% compared to a solvency ratio of 70% per 30 June

2022. The solvency ratio is calculated as the ratio between the total equity and the total balance sheet. As of 30 June 2022,

GeoJunxion held €

1,483,000 in cash and cash equivalents. As a result of the positive cash flow during the accounting year

2022-23, the balance

increased by €

530,000 compared to the balance per 30 June 2022

of €953,

000.

The total investment in intangible assets amounted

to €

656,000 in 2022-23, while in the previous 12 month in 2021-22 the

investment was €

533,000. Investments in property, plant and equipment in 2022-23

amounted to €

32,000. This investment

related primarily to computer hardware such as laptops, servers and monitors.

Research and development play a key role within the company business. In 2022-23, we continued to direct our resources to

the creation of new and innovative products. Some of our R&D activities qualify for government grants in the Netherlands

(WBSO). In the accounting year 2022-23 we received

WBSO grants for an amount of €

86,000. During the 12 months period in

2021-22 the grant amounted to

€

78,000. In 2023-24, we will continue to invest in R&D to further expand our product portfolio.

The average number of FTEs for the 12-months period in 2022-23 was 21 FTEs. For the 12-months period in 2021-22 we had

18 FTEs.

The Management Board is responsible for the proper functioning of the internal risk management and control systems including

developing the strategy and budget.

Every month, a detailed closing of the accounts is performed for all entities in the group. Entity accounts are subsequently

consolidated at group level. Transaction level accounting activities are done by a finance admin person. This includes processing

15

of sales invoices, purchase invoices, expense notes, payroll accounting and bank transactions. Invoices received are reviewed

and signed off by the head of the department responsible for the expense before they can be selected for payment. All payments

are reviewed and approved by the CFO before being processed in the banking system. The monthly closing activities, such as

cost accruals, project status reviews, revenue accruals, depreciation & amortisation, foreign currency revaluation and the

monthly consolidation are managed by the CFO.

The monthly results and liquidity positions are discussed regularly in the Management Board and with the Supervisory Board.

The actual results are compared with the budget, the latest forecasts and the previous years

’ result

s. Differences are analysed,

explained and discussed. When needed, corrective actions are taken.

GeoJunxion has implemented internal risk management and control systems to manage the risks effectively and efficiently. This

is to provide reasonable assurance that its objectives can be met. Policies, procedures, training and company culture ensure

that employees understand their role in the risk and control systems. Fraud risk prevention starts with the identification of

potential internal and external risk scenarios. Relevant mitigating controls are mapped to fraud risk scenarios. There are

governance measures, such as oversight by the Management Board and the Supervisory Board. The company also has a code

of conduct in place as well as a whistle-blower policy. Furthermore, a range of detective controls are in place at process level,

such as system of monitoring, reconciliation and review. When fraud or misuse of company assets is suspected, a detailed

internal investigation is conducted, and corrective actions are taken.

We are aware that this approach cannot provide absolute certainty that corporate goals will be achieved or that inaccuracies of

material importance, loss, fraud and violations of laws and regulations will be entirely prevented. Although there is always room

for improvement, we believe such approach delivers a reasonable and acceptable degree of assurance that financial reporting

and accounts do not contain any material inaccuracies.

The Management Board states:

•

The annual report provides sufficient insights into any failings in the effectiveness of the internal risk management and

control systems;

•

The internal risk management and control systems offer reasonable assurance that the financial reporting does not

contain any material inaccuracies.

•

Based on the current situation, preparing financial reporting as an on-going concern is justified.

•

The report states the material risks and uncert

ainties relevant to the company’s expected

business continuity, for twelve

months after the preparation of the report.

Like all companies, GeoJunxion is exposed to commercial, technical and financial risks inherent to doing business. In addition

to these generic risks, the company is subject to the following specific risks (non-exhaustive list):

•

The company has a high dependency on a single customer. During accounting year 2022-23, 74% of the total revenue

generated was realized with this customer. During the accounting year 2021-22, 68% of the total revenue generated

was realized with this customer. This high percentage is the result of the ongoing success of the location intelligence

service projects and the increase in recurring service contracts.

•

In general, new customers must adjust their software platforms, applications and technological environments in order

to integrate map data or additional data layers from external suppliers. This initial investment can mean a longer lead

time and sales process; it is also a potential barrier to closing a sale. Once a relationship has started, this is also a

barrier for customers to stop using our services.

•

For maintenance and further development of the database, GeoJunxion is dependent on the availability of geographic

data, content sources and technology from third parties which, if limited, could have a negative impact on GeoJunxion

products.

•

GeoJunxion operates in a very dynamic, competitive and innovative market which requires continuous investment,

development and organisational adjustment to keep abreast (and ahead of) industry trends. Any shortcomings in this

regard could have a substantially negativ

e effect on the business and the company’s financial position.

•

Within this market, there are parties with more financial and technical means, greater map coverage and larger

workforces than GeoJunxion - they could therefore be better placed to capitalise on trending business opportunities.

However, flexibility, adaptability and cost sensitivity, as well as a strong attitude in building long-term partnerships more

than simple customer-supplier relationships are distinctive characteristics of GeoJunxion that are not common to other

bigger players.

•

The availability of free or low-cost maps and data may lead to pressure on the earning capacity of GeoJunxion maps

and technologies.

•

In our market, it is vital to protect GeoJunxion intellectual property rights and remain carefully compliant with the

provisions of others. Any claims of infringement on the intellectual property rights of others could result in GeoJunxion

paying penalties and damages which would have a negative impact on our financial position and potentially lead to a

reduction in coverage.

•

GeoJunxion is working with organisations which generally demand strict secrecy and confidentiality and any violation

could mean payment of damages and the loss of customers.

16

•

Unforeseen disruptions to business operations and disasters could damage GeoJunxion, potentially leading to delay

and discontinuation of services or the loss of critical assets such as systems, maps and data.

•

The introduction of the EU General Data Protection Regulation (GDPR) has led to a growing concern and scrutiny of

localised content which may influence further product development.

•

The disruption in the supply chain, initially caused by Covid-19 related restrictions and subsequently by the war in

Ukraine, pushed up prices for energy, raw materials, services and other goods; as a result, inflation started raising.

This has put pressure on salaries of our employees, resulting in higher costs for the company. Inflation continues to be

elevated, resulting in ongoing pressure on salary levels.

The use of financial instruments arises from GeoJunxion operating activities, and they include cash, trade and other receivables,

trade and other payables. GeoJunxion’s policy regarding

material amounts in foreign currencies, is, when desirable, to make

use of derivative financial instruments to hedge potential risks relating to these financial instruments. The use of these

instruments exposes GeoJunxion to credit, liquidity, currency and interest rate risks.

Credit risk arises primarily from debtors. GeoJunxion has a debtor portfolio of creditworthy customers spread over various

regions and industries. All significant sales contracts are relating to solid entities. The write-downs on debtors in recent years

have been minimal. We therefore consider the credit risk is adequately managed and controlled.

At year-end, 30 June 2023, GeoJunxion held total cash balances of

€

1,4830,000. Last year, on 30 June 2022, the cash balance

amounted to

€

953,000. GeoJunxion has centralized its liquidity with one major Dutch bank, for reasons of administrative

simplicity, availability of resources and costs. This exposes the company to liquidity risk should this bank fail.

GeoJunxion entered into a convertible loan for an amount of € 1,150,000 on 4 February 2020. This convertible loan, provided

by a group of investors, bears an interest rate of 9% p.a. (of which 3% is paid in cash and 6% is paid in kind). The Loan is

secured a.o. by a pledge on the IP owned by GeoJunxion as well as a pledge on the shares of GeoJunxion BV. The loan has a

maturity date of 3 August 2023. The announcement by Euronext in April 2023 of the planned delisting of the company has

constituted and event of default, and as a result, the loan has become due. Since that date, we have received suspension of

rights letters from the lenders as a result of which the company was not required to pay back the loan as a result of this event of

default.

Since April (including following the maturity date) we have been in negotiations with the lenders to resolve the matter,

while ensuring the going concern of the company.

The Company relies on existing and new orders from customers to meet its obligations. Management is monitoring and

managing the company’s liquidity on an on

-going basis.

The company policy aims to conclude sales and purchase contracts in Euros. However, this is not always possible. In 2022-23

approximately 26% of the total revenues was concluded in Euros (2021-22, approximately 35%). Most of the costs the company

incurs are Euro based. The largest cost type are salaries, which are all denominated in Euro.

For business concluded in a currency other than Euros, the company attempts to create a natural hedge, by procuring in the

same currency and aligning collection and payment dates. In case substantial amounts of cash are received in a foreign currency,

funds are exchanged into Euros soon after receipt, to limit the currency risk. When substantial contracts in foreign currencies

are closed, the company assesses to what extent the cash flow can be predicted and calculates its net exposure in that currency.

It assesses the volatility of the underlying currency and decides on the use of hedging contracts to mitigate the currency risk.

The company raised a convertible loan in early 2020. The interest on the loan is fixed for the duration of the loan. The company

also has an interest-bearing liability to the tax authorities. This liability is interest bearing since January 2022, with an interest

rate that is gradually increasing from 2% starting 1 July 2022 to 3% starting 1 January 2023 and to 4% as of 1 January 2024.

The company is listed on the Euronext Amsterdam regulated stock market and has to meet the relevant Dutch legislation and

the rules and regulations of this exchange. GeoJunxion is not compliant with the requirement to publish audited accounts and

has therefore been placed on the penalty bench. On 3 May 2023, Euronext Amsterdam has announced the start of the delisting

process, which is expected to complete by 4 November 2023.

The company currently has no ongoing legal proceedings or outstanding general or liability claims. It should be noted that the

company has taken insurance to mitigate the financial impact should such risk occur.

17

GeoJunxion takes its corporate responsibility very seriously. Treat our environment with respect, by not using more of its

resources than necessary. Be respectful to people, not just our own staff, but also our customers, suppliers, shareholders,

stakeholders and other contacts. Be respectful for the legislative and corporate governance environment in which we operate.

Our mission statement is our guideline on the direction we take and goal we aspire to achieve: To create and deliver market

leading, relevant, innovative, and tailored location-aware content, which fosters a safer and more sustainable world.

“With

respect” defines the road

we plan to take towards our goals.

Reducing the environmental impact of our operations starts with identifying its sources and reporting on them. During the

previous accounting year 2021-22 we have taken our first steps in this process, by

participating in the “CO2 prestatieladder”

,

and starting to collect data on the reference period. In 2022-23 we continued our path to sustainability.

Measuring impact means we are identifying three scopes in which emissions can be categorized:

•

Scope 1 focuses on direct emissions caused by company facilities and company vehicles.

•

Scope 2 captures indirect emissions resulting from purchased electricity, office heating and cooling.

•

Scope 3 focuses on all other indirect emissions that

occur in a company’s value chain.

This scope includes emissions

from purchased goods, purchased services including cloud computing, waste disposal and employee travel.

Despite we have not completed the process of measuring our impact to the environment to date, we are actively taking decisions

to reduce our scope 1 emissions, as well as we started looking at how to reduce the scope 2 emissions.

Active decisions our Scope 1:

GeoJunxion has a strong focus on its day-to-day operations to improve road safety and contribute to a more sustainable world.

For example, our High Alert Zones data suite and in particular the Eco Alert Zones, enable transport & logistics companies to

plan routes and use vehicle fleets more efficiently and effectively. The Safety Alert Zones product alerts drivers to accident prone

areas, bridges or tunnels which can be slippery under certain weather conditions. School Safety Zones can prevent serious

accidents in proximity to schools and kindergartens when high density of vulnerable pedestrians is present during the day.

GeoJunxion’s

day to day operations have a relatively small carbon footprint: All activities are digital in nature with no physical

parts requiring shipment. Our staff continued to work from home, during 2-3 days per week for most of the 2022-2023 accounting

year, thereby eliminating time spent in commuting and reducing emissions when travelling by car.

Our sales teams have learnt to connect and effectively communicate with customers and prospects using online tools. All our

Supervisory Board meetings during 2022-23 were held using online tools. The shareholders meeting in November 2022 was

done online. We have learnt lessons from the past years, when the lock-down impacted all of us, and will continue to use a

hybrid working model, balancing home- and office-based activities.

GeoJunxion fully covers cost for commuting to work using public transportation and thereby motivates its employees to select

this mode of transport rather than driving individual cars. Already in 2020, employees with a lease car were requested to switch

to an electric vehicle at the end of the lease term. As of today, we can state since the accounting year 2021-22, all lease cars

were 100% battery electrical vehicles.

Active decisions our Scope 2:

During the second part of the accounting year 2022-23, GeoJunxion started the negotiations to extend the lease of our current

headquarter office. One of the conditions discussed was to improve the efficiency of the lighting system adopting low

consumption led in replacement of the current infrastructure. This will be implemented during the first semester of the accounting

year 2023-24.

GeoJunxion will continue evaluating ways to reduce or eliminate waste and limit its carbon footprint.

Diversity and inclusion are at the core of our culture. Having a diverse workforce helps us delivering a better product for our

customers. GeoJunxion executes a broad range of projects, researching, harmonizing, and structuring data from different

countries across the globe. Local knowledge, diversity in language skills, in ethnicity, religion and cultural backgrounds make

our teams stronger and better equipped to deliver the best possible product.

We remark that, at GeoJunxion, diversity is not just a plan or an aspiration. It is reality today: per 30 June 2023, the team of

18

employees and contractors consisted of 27 persons.

This covers 15 different nationalities, originating from 5 different continents.

Of these 27 persons, 33% is female. Salaries are equal for male and female employees in similar roles and experience levels.

In our extended leadership team, we have 2 female members (28%).

In our Management Board and Supervisory Board

however, there are no female representatives currently. Our aspiration is to add a female Supervisory Board member at the next

rotation of members.

One of the main principles in GeoJunxion is to ensure that all employees, contractors and job applicants are given equal

opportunity and that our organisation is representative of all sections of society. Each employee or contractor will be respected,

valued and enabled to give their best as a result. We have dedicated policies in this regard, re-enforced in Jully 22. Such policy

is fully supported by the management team, the Management and Supervisory Boards. The policy will be monitored and

reviewed annually to ensure that inclusion, equality and diversity is continually promoted in the workplace. This document is

available on t

he company’s website

.

GeoJunxion has valued diversity, integration and investment in social responsibility for years. We are committed to offering our

daily contribution towards a better and more sustainable work environment. For this reason, the company has applied for PSO

certification in 2020.

PSO is the Dutch abbreviation for “Prestatieladder Socia

ler Ondernemen

,”

Performance ladder Social

Entrepreneurship. In July 2022, at the beginning of the financial year, we achieved Level 2 PSO certification, as one of the first

publicly listed organizations in the Netherlands.

Within the framework of Corporate Social Responsibility (CSR), more and more organizations and governments attach

importance to creating more employment opportunities for people who have difficulty accessing the employment market. This

part of CSR is called social entrepreneurship. PSO is TNO's measuring instrument and quality certification that grades the

degree of social entrepreneurship through objective and visible measures. TNO and PSO-Netherlands, in close cooperation with

the market, have further developed the PSO according to the latest scientific insights from 2010 onwards. The PSO has now

become the national standard in the Netherlands for social entrepreneurship.

GeoJunxion N.V. is a public limited liability company incorporated under the laws of the Netherlands with its registered office in

Capelle aan den IJssel, the Netherlands. Note that Euronext has announced in April 2023 that it intends to terminate the

comp

any’s listing at Euronext Amsterdam by 4 November 2023 due to it’s ongoing non

-compliance on the publication of audited

financial statements.

GeoJunxion has a two-tier management structure: it has a Management Board and a separate Supervisory Board. Each body

is independent of the other and both account for the performance of their tasks to the General Meeting of Shareholders (hereafter

referred to as the ‘General Meeting’).

The Management and Supervisory Boards endorse the principle embodied in the Dutc

h Corporate Governance Code (‘the

Code’) that the company is a long

-term form of collaboration between the various parties. They recognise their integral

responsibility for correctly balancing all interests whilst safeguarding continuity of the business. The aim of the company is to

create long-term shareholder value.

GeoJunxion believes that the details of the Code do not always account for the size of the company but endorses its’ principl

es

and associated best practice provisions. GeoJunxion has taken note of the updated Code of December 2016, which came into

force on 1 January 2017 - and carefully and thoroughly assessed the amendments. Any departures from the Code are discussed

below.

The following documents are available in Dutch and/or English on

GeoJunxion’s

website at the Investor Information and

19

Corporate

sections,

compliance

documents

page:

https://www.geojunxion.com/all-news/geojunxion-n-v-compliance-

documents//

- the articles of association of GeoJunxion NV;

- the Supervisory Board regulations;

- the Management Board regulations;

- the profile for the size and composition of the Supervisory Board;

- the code of conduct;

- the whistle-

blower’s regulations;

- the insider trading regulations;

- the policy on Inclusion, Equality and Diversity;

- the policy on bilateral contacts;

- the remuneration policy (EN);

The Management Board is entrusted with and represents the company. It is responsible for the achievement of targets, strategy

and policies; financing; development of the results; and Corporate Social Responsibility. In addition, it is responsible for internal

risk management and control systems related to business activities; and for compliance with all relevant legislation and

regulations. It submits all information to the Supervisory Board in time and is accountable to the Supervisory Board and the

General Meeting of Shareholders.

In accordance with the Articles of Association, certain Management Board decisions are subject to the approval of the

Supervisory Board and the General Meeting of Shareholders.

The Management Board determines, with the approval of the Supervisory Board, what portion of profit will be reserved. The

remaining profit is at the disposal of the General Meeting of Shareholders. The dividend policy is set out on page seven of the

annual report.

By virtue of its designation by the General Meeting of Shareholders and with the approval of the Supervisory Board, the

Management Board is authorised to issue shares and to limit or exclude the shareholders’ preferential subscription right. Thi

s

designation is requested from General Meeting of Shareholders and is valid for a maximum period of five years.

Among other things, the Management Board needs the approval of the Supervisory Board to enter into or terminate a long-term

relationship of major importance to the company; to participate in the capital of other companies; and to undertake investments,

where the value exceeds a quarter of the issued capital plus the reserves.

The task of the Supervisory Board is to supervise the Management Board and GeoJunxion’s general course of business. It also

advises the Management Board. Supervisory Board members operate with GeoJunxion and stakeholder interests in mind, whilst

considering the relevant Corporate Social Responsibility topics.

The Supervisory Board consists of at least two members with the number determined by the Supervisory Board itself. Given the

size of the Supervisory Board, there are no separate audit, remuneration, selection and appointment committees. The tasks of

these committees are fulfilled by the Supervisory Board as a whole.

The powers of the General Meeting of Shareholders are stipulated in legislation and Articles of Association. They can be

summarised as follows:

•

Approval of decisions which would cause a major change to the identity or character of GeoJunxion or its business.

•

Appointment and dismissal of Management Board and Supervisory Board members.

•

Adoption of the Supervisory Board remuneration policy.

•

Adoption of GeoJunxion financial statements and discharge of the members of the Management and Supervisory

Boards.

•

Approval of profit appropriation.

•

Authorisation to acquire the company’s own shares, to issue shares (or to grant rights to acquire shares) and the

limitation or exclusion of preference rights in relation to shares.

•

Approval of decisions to amend the Articles of Association or dissolve GeoJunxion.

The following matters are also discussed within the General Meeting of Shareholders:

•

The GeoJunxion Annual Report

•

Changes to the reserves and dividend policy

•

Changes to the Corporate Governance structure

20

A General Meeting of Shareholders is held once a year, no later than six months after the end of the financial year. Extraordinary

General Meetings are held as frequently as deemed necessary by the Supervisory Board or the Management Board. All notices

of the General Meeting of Shareholders will be published on the company website.

A code of conduct is in place for the members of the Supervisory Board, the Management Board and all employees. This includes

rules on insider trading, independence, and conflicts of interest. New staff members receive a training on this code of conduct,

with a specific emphasis on insider trading rules.

Over the past accounting year, no violations or infringements of the code have been reported. There have been no cases of

conflict of interest. The whistle blowing channel did not report any cases of suspected misconduct or misuse of company

property.

GeoJunxion N.V. fully endorses the principles of the Code, the company however deviates from the following best practice

provisions:

1.3.1 The management board both appoints and dismisses the senior internal auditor. Both the appointment and the dismissal of the senior

internal auditor should be submitted to the supervisory board for approval, along with the recommendation issued by the audit committee.

1.3.2 The management board should assess the way in which the internal audit function fulfils its responsibility annually, taking into account

the audit committee

’

s opinion.

1.3.3 The internal audit function should draw up an audit plan, involving the management board, the audit committee and the external

auditor in this process. The audit plan should be submitted to the management board, and then to the supervisory board, for approval. In this

internal audit plan, attention should be paid to the interaction with the external auditor.

1.3.4.i The internal audit function should have sufficient resources to execute the internal audit plan and have access to information that is

important for the performance of its work. The internal audit function should have direct access to the audit committee and the external

auditor.

1.3.4.ii Records should be kept of how the audit committee is informed by the internal audit function.

1.3.5.0 The internal audit function should report its audit results to the management board and the essence of its audit results to the audit

committee and should inform the external auditor.

1.3.5.i The research findings of the internal audit function should, at least, include [

…

] any flaws in the effectiveness of the internal risk

management and control systems;

1.3.5.ii The research findings of the internal audit function should, at least, include [

…

] any findings and observations with a material impact

on the risk profile of the company and its affiliated enterprise.

1.3.5.iii The research findings of the internal audit function should, at least, include [

…

] any failings in the follow-up of recommendations

made by the internal audit function.

Substantive explanation of the departure

Given the limited

size of GeoJunxion, the small number of people involved in its’ administrative processes and the limited

number

of transactions, no internal audit function has been established. However, the Management Board is directly involved in the

approval of all key transactions, in the monthly closing and reporting process. The Supervisory Board regularly reviews and

discusses reported results during its meetings. GeoJunxion will install an internal audit function when appropriate based on its

size and complexity of its operations.

1.5.1.i Among other things, the supervisory board focuses on monitoring the management board regarding relations with, and compliance

with recommendations and following up of comments by, the internal and external auditors.

1.5.2.i The chief financial officer, the internal auditor and the external auditor should attend the audit committee meetings, unless the audit

committee determines otherwise. The audit committee should decide whether and, if so, when the chairman of the management board

should attend its meetings.

Substantive explanation of the departure

Given the limited size of GeoJunxion, the small number of people involved in its’ administrative processes and the limited nu

mber

of transactions, no internal audit function has been established. The 6 traditional PIE/OOB licensed external auditors in the

Netherlands have refused to provide their auditing services to GeoJunxion.

As a result of this refusal, GeoJunxion has been

21

unable to nominate an external auditor. In line with the size of the Supervisory Board, GeoJunxion does not have a separate

audit committee. The full Supervisory Board acts as the audit committee. The CEO/CFO attends all meetings of the Supervisory

Board.

2.1.5 The supervisory board draws up a diversity policy for the composition of the management board, the supervisory directors and, if resent,

the executive committee. The policy examines the concrete objectives regarding diversity and the aspects of diversity relevant to the company,

such as nationality, age, gender and educational background and professional experience.

2.1.6.i If the composition of the management board and the supervisory board diverges from the targets stipulated in the company

’

s

diversity policy and/or the statutory target for the male/female ratio, if and to the extent that this is provided under or pursuant to the law,

the current state of affairs should be outlined in the corporate governance statement, along with an explanation as to which measures are

being taken to attain the intended target, and by when this is likely to be achieved.

Substantive explanation of the departure

GeoJunxion feels that gender is only one part of diversity and future employees will continue to be selected based on specific

experience, backgrounds, skills, knowledge and insights. More details on this topic are included in the ESG section, under the

sub-section Social. GeoJunxion has formalised a diversity policy in July 2022. The document has been published on the

company’s website.

Principle 4.3.3 Cancelling the binding nature of a nomination or dismissal:

The general meeting of a non-structured company may pass a resolution to remove the binding nature of a nomination for the appointment

of a director or supervisory director and/or a resolution to resign from a director or supervisory director by an absolute majority of the votes

cast. This majority may be required to hold a certain portion of the issued capital represents, which part is not set higher than one third. If this

section at the meeting is not represented, but an absolute majority of the votes cast passes the resolution to the binding nature of the

nomination or support the dismissal, then in a new meeting that is convened the decision can be taken by an absolute majority of votes,

irrespective of the portion of the capital represented at this meeting.

Substantive explanation of the departure

GeoJunxion values the continuity of the Management Board and the Supervisory Board and wants to protect its shareholders

from potential quick changes. Therefore, GeoJunxion maintains requirement from the Articles of Association for two-thirds

representation in case of a decision to dismiss or appoint a director or supervisory director and/or a decision regarding the

resignation of a director or supervisory director.

The GeoJunxion N.V. Management Board has formulated a set of rules regarding price-sensitive information. Under these rules,

any GeoJunxion employee in possession of information that may reasonably be expected to influence the price of securities,

may not engage in transactions in GeoJunxion securities or recommend a third party to engage in transactions in GeoJunxion

securities. It is also forbidden to communicate price-sensitive information to a third party and engage in transactions during a

closed period.

These rules also apply to the members of the Management Board, the Supervisory Board and other designated individuals.

Pursuant to Section 1 of the Decree Article 10 Takeover Directive, GeoJunxion provides the following notes:

The capital structure is indicated on page 7

Chapter “GeoJunxion Shares”

of this Annual Report.

The major holdings of which GeoJunxion is aware are stated at page 7 of this Annual Report, Chapter

‘

GeoJunxion Shares

’

.

Appointment and dismissal of members of the Supervisory Board and Management Board

The number of Management and Supervisory Board members are determined by the Supervisory Board. The latter must have

at least two members.

Members of the Management and Supervisory Boards are appointed and dismissed by the General Meeting of Shareholders on

the basis of a timely (within three months) and binding nomination by at least two people. The General Meeting may rescind the

binding nature of that nomination with a vote passed by at least two-thirds of cast votes representing at least half the issued

capital.

A decision to amend the Articles of Association or to dissolve GeoJunxion may be taken by the General Meeting only upon a

proposal by the Management Board approved by the Supervisory Board.

22

gave the Board a mandate to issue shares to allow the conversion of the loan, for the duration of the loan and up to 944,475

shares. At the same time, the General Meeting gave the Board a mandate to issue shares up to 5% of the current issued share

capital, to

cover the share option scheme for the company’s staff and for other general purposes

.

Payment upon termination of employment contract pursuant to a public bid

There are no specific clauses in employment contracts or Management Board contracts that require payment in case of a public

bid.

In the event of a change of control, Management Board and employee the Share Options vest immediately. The one-year hold

period for the Management Board share option plan does not apply in this situation.

This declaration is included pursuant to Article 2a of the Decree: further stipulations regarding the content of annual reports

dated 1 January 2017 (hereafter the ‘Decree’). For the statements in this declaration as understood in Articles 3, 3a and 3b

of

the Decree, please see the relevant sections of this annual report. The following should be understood to be inserts to, and

repetitions of, those statements:

•

Compliance with the provisions and best practice principles of the Code (page 18-22

‘Corporate’).

•

The most important characteristics of t

he management and control systems in connection with the Group’s financial

reporting process (see page 14

‘Risk management’).

•

The functioning of the Shareholders’ Meeting and its primary authorities plus shareholders rights and how they can be

exercised (page 18-19

‘

Corporate

’

).

•

The composition and functioning of the Management Board and Supervisory Board (page 9, page 19

‘Report

of the

Management Board’, page

24, and page 26-27

‘Supervisory Board

Report

’).

•

The information concerning the disclosure of the information required by the Decree Article 10 EU Takeover Directive,

as required by Article 3b of the Decree (included in this chapter page 21

under ‘Takeover Guidelines’).

The financial results for the accounting year 2022-23 have significantly improved compared to last year, to a net profit

of €28,000

(loss of €840,000 for the year 2021

-22). Although this is positive, it is premature to decide on distributing dividends.

Therefore,

the Management board, jointly with the Supervisory Board, proposes not to distribute a dividend to the shareholders.

Outlook

According to the ECB: “Growth will be sluggish for the rest of 2023 in the face of tighter financing conditions and weak fore

ign

demand. As inflation falls, household income recovers and foreign demand strengthens, the euro area economy should grow by

0.7% in 2023, by 1.0% in 2024.”

In the last 18-

24 months, “the global economy has been severely impacted by a number of issues, including the economic crisis,

recession and widespread layoffs, in the middle of historically unprecedent t

imes.”

In particular, during 2022, “tech companies stumbled, making that year the worst year that the tech industry had experienced

since the financial crisis of 2008, with global losses of trillions in market value”. As consequence, several companies have

been

forced to cut costs and reduce their labour force.

While GeoJunxion was only just marginally impacted during the last two financial years, a “long

-

wave effect” of the economic

downturn has impacted the company at the start of financial year 2023-24.

In line with the economic climate pictured by the ECB and other evidence mentioned above, the company’s preliminary

operational results during the first quarter of the 2023-24 accounting year have been below expectations.

Our technology

customers have been to place significant orders for new projects. We have won some smaller project orders and renewed

existing recurring service contracts in July and August, but overall, the order intake in September and the first half of October

has been slow.

The automotive mapping market continues to move towards open-source data. With OEMs looking for more

cost-effective solutions, map prices are under pressure, and competition between navigation solution providers is becoming

increasingly fierce.

Against this background, the company expects a challenging year in 2023-24: With a slow start on order intake, revenue is under

pressure and likely to decline year over year or remain flat at best.

However, we remain confident in the quality of our products,

their relevance in the market, the dedication and diligence of our teams and the trust we have established with our customers to

overcome these short- and medium-term challenges and continue executing on our long-term growth strategy.

23

In the opinion of the Management Board, the 2022-23 financial statements of GeoJunxion N.V. give a true and fair view of the

assets, liabilities, financial position and profit of GeoJunxion N.V. and its consolidated companies.

The 2022-23 annual report gives a true and fair view of the financial position as of 30 June 2023 and the course of events during

2022-23 of GeoJunxion N.V. and its consolidated companies, whose details are included in the financial statements. The

significant risks GeoJunxion N.V. faces are described in this annual report.

Management Board

Ivo

24

25

26

(In

€ 1000)

Salary

components

Bonus

2022-23 (12 months)

I. Vleeschouwers (CEO/CFO)

175.5

16.3

F. Altamura (CBO) - Consultancy fee

155.2

16.3

Total

330.7

32.5

(x € 1.000)

Fixed

remuneration

Short-term

Incentive

2021-22 (12 months)

I. Vleeschouwers (CEO/CFO)

175.0

40.0

F. Altamura (CBO)

160.1

20.0

Total

335.1

60.0

Prior to 30 June 2023, a long-term option plan was in place. In view of the current discussions regarding the Euronext Amsterdam

listing of the Company, the Supervisory Board has decided to postpone any new allotments of share options to the management

and the staff of the company in the current financial year.

The strike price of the share

options is set as the average closing share price during the 90 days trading period preceding the award. The share options for the

Management Board have an average vesting period of 2,5 years and a hold period after vesting of one year. For the other

employee there is no hold period after vesting. At the time of vesting, newly issued ordinary GeoJunxion shares are granted to

the holders of the share options with a value equal to the difference between the strike price, and the 90 days moving average

share price at the time of vesting.

Any awarded, but not yet vested share options, will vest in the event of a Change of Control. In the event of termination of

employment or end of service to the company, awarded but not yet vested share options will be cancelled.

27

Share options

–

as of 30 June 2023

CEO

CBO

Awarded per 1July 2020 (@ Euro 1.461)

22,000

-

Vested / expired 2020 Awarded options

(22,000)

-

Awarded per 1July 2021 (@ Euro 1.550)

22,000

11,000

Awarded per 1July 2022 (@ Euro 1.780)

22,000

22,000

Total outstanding share options

44,000

33,000

Share options - movement after YE

CEO

CBO

Awarded per 1July 2023

-

-

Vested / expired 2021 Awarded options

(5,500)

(2,750)

Total

(5,500)

(2,750)

In our recruitment process we give equal opportunity to all candidates, regardless of age, disability, gender reassignment,

marriage and civil partnership, pregnancy and maternity, race, ethnic origin, colour, nationality, national origin, religion or

belief, sex, and sexual orientation.

Pay structures are aligned across different teams.

ualified and expert persons can be recruited and retained as members of the Supervisory Board with the right balance

of personal skills, competences, and experience.

Intends to reward Supervisory Board members for utilizing their skills and competences to the maximum extent possible

to execute the tasks delegated to them based on the Dutch Civil Code, the Dutch Corporate Governance Code, the Articles

of Association, and other relevant codes.

Ref

lects the company’s size and complexity, as well as the responsibilities of the role and the time spent.

(In

€ 1000)

2022/23

2021/22

C.S.M. Molenaar

20

20

B.J. Glick

15

15

S. Fernback

15

15

Total

50

50

Consolidated statement of profit or loss

....................................................................

29

Consolidated statement of comprehensive income

...................................................

30

Consolidated statement of financial position

..............................................................

31

Consolidated cash flow statement

...............................................................................

33

Notes to the consolidated financial statements

..........................................................

34

GeoJunxion NV Subsidiaries

........................................................................................

52

Company statement of financial position

....................................................................

53

Company statement of profit or loss

............................................................................

54

Notes to the company financial statements

................................................................

54

Other information

..........................................................................................................

57

29

The notes in chapter 6 on page 34 to 52 are an integral part of these consolidated financial statements.

(x € 1.000)

Note

2022/23

2021/22

Unaudited

Unaudited

Recurring License and Royalty Rev.

740

664

Recurring Service Rev.

287

268

Non-Recurring Service Rev.

2,336

1,439

Non-Recurring Data Rev.

5

-

Revenue

6.23

3,368

2,371

Maps and Sources

6.24

(116)

(128)

Personnel expenses

6.25

(2,148)

(2,036)

Depreciation

6.30

(131)

(128)

Amortization

6.31

(825)

(737)

Other operating expenses

6.28

(404)

(450)

Total operating expenses

(3,624)

(3,479)

Capitalised development costs

6.33

656

533

Impairments

-

-

Net operating expenses

(2,968)

(2,946)

Operating result

400

(575)

Interest income

6.29

2

-

Interest expense

6.29

(338)

(296)

Other financial result (expense)

6.29

(31)

31

Extra-ordinary Income (expense)

6.30

-

-

Exchange result on Participations

-

-

Result before taxes

33

(840)

Income taxes

6.31

(5)

-

Net profit (Loss)

28

(840)

Profit / (loss) attributable to:

Shareholders of the parent

28

(840)

Earnings per Share (in

€):

2022/23

2021/22

Basic

6.36

0.01

(0.20)

Diluted

6.36

0.01

(0.20)

Please note that results for the accounting years 2022-23 and 2021-22 both relate to a 12-months period starting per 1

July and ending per 30 June the following year. The notes in chapter 6 on page 34 to 52 are an integral part of these

consolidated financial statements.

30

(x € 1.000)

2022/23

2021/22

Unaudited

Unaudited

Net result

28

(840)

Items that may be subsequently reclassified to profit or loss:

Foreign currency translation differences on foreign operations

-

-

Other comprehensive income

-

-

Total comprehensive income for the period

28

(840)

Attributable to shareholders of the parent

28

(840)

Please note that results for the accounting years 2022-23 and 2021-22 relate to a 12-months period starting per 1 July

and ending per 30 June the following year. The notes in chapter 6 on page 34 to 52 are an integral part of these

consolidated financial statements.

31

As of 30 June 2023, and 30 June 2022 (before appropriation of result)

(x € 1.000)

Note

June 2023

June 2022

Unaudited

Unaudited

Assets

Property, plant and equipment

6.32

167

267

Intangible assets

6.33

6,219

6,388

Deferred tax assets

6.34

3,175

3,180

Total non-current assets

9,561

9,835

Trade receivables

6.35

174

178

Other receivables

6.36

157

131

Cash and cash equivalents

6.37

1,483

953

Total current assets

1,814

1,262

Total assets

11,375

11,097

6.38

3,184

3,182

6.38

36,668

36,665

6.38

6,215

6,384

6.39

28

(840)

Retained earnings

6.38

(38,282)

(37,611)

Total Shareholders' equity

7,813

7,780

Liabilities

Lease Liabilities

6.40

33

143

Other Long-Term liabilities

6.41

486

2,107

Total non-current liabilities

519

2,250

Trade liabilities

6.42

187

107

Lease Liabilities

6.40

117

111

Deferred revenue

6.43

420

394

Other liabilities

6.41

2,319

455

Total current liabilities

3,043

1,067

Total liabilities

3,562

3,317

Total equity and liabilities

11,375

11,097

32

(x € 1.000)

- Unaudited

Issued and

paid- up

capital

Share

premium

reserve

Legal

reserves

Unappro-

priated

result

Retained

earnings

Total share-

holders'

equity

As of 1 July 2021

3,182

36,665

6,588

-

(37,815)

8,620

Comprehensive income

Result for the financial year

-

-

-

(840)

-

(840)

Other comprehensive income

Foreign currency translation

on foreign operations

-

-

-

-

-

-

Total comprehensive income

-

-

-

(840)

-

(840)

Transactions with owners

Dividend payment

-

-

-

-

-

-

Equity raised

-

-

-

-

-

-

Other movements

Transfer to (from) legal reserve

-

-

(204)

-

204

(0)

As of 30 June 2022

3,182

36,665

6,384

(840)

(37,611)

7,780

Comprehensive income

Result for the financial year

-

-

-

28

-

28

Other comprehensive income

Foreign currency translation

on foreign operations

-

-

-

-

-

-

Total comprehensive income

-

-

-

28

-

28

Share transactions

Equity raised

2

3

-

-

-

5

Other movements

Transfer to (from) legal reserve

-

-

(169)

-

169

-

Appropriation prior year result

-

-

-

840

(840)

-

As of 30 June 2023

3,184

36,668

6,215

28

(38,282)

7,813

The notes in chapter 6 on page 34 to 52 are an integral part of these consolidated financial statements.

33

(x € 1.000)

Note

2022/23

2021/22

Unaudited

Unaudited

Operating result

400

(575)

Adjustments for:

Depreciation tangible fixed assets

6.32

131

128

Amortisation intangible fixed assets

6.33

825

737

Changes in working capital:

Change in trade receivables

6.35

4

306

Change in other receivables

6.36

(26)

106

Change in trade liabilities

6.42

80

(115)

Change in deferred revenue

6.43

26

11

Change in other current liabilities

6.41

360

196

Cash flow from operating activities

1,800

794

Finance income / (expenses)

(367)

(266)

Extra-ordinary Income (expense)

-

-

Income tax received / (paid)

-

-

Net cash flow from operating activities

1,433

528

Investments in intangible fixed assets

6.33

(656)

(533)

Investments in property, plant and equipment

6.32

(32)

(27)

Change from IFRS 16 adoption

-

-

Net cash flow from investing activities

(688)

(560)

Equity Raise

6.38

5

-

Convertible Loan

6.41

81

77

Change in Lease liabilities

6.40

(104)

(101)

Change in other long-term liabilities

6.41

(197)

187

Cash flow from financing activities

(215)

163

Net Increase (decrease) in cash & cash equivalents

530

131

Opening balance cash and cash equivalents

6.37

953

822

Closing balance cash and cash equivalents

6.37

1,483

953

The notes in chapter 6 on page 34 to 52 are an integral part of these consolidated financial statements.

34

100%

53

As of 30 June (before profit appropriation)

(x €

1.000)

Note

30 June 2023

30 June 2022

Assets

Intangible assets

10.3

-

3

Non-current assets

10.4

13,669

10,891

Deferred tax assets

10.5

656

2,915

Total non-current assets

14,325

13,809

10.6

-

-

10.6

7

7

Cash and cash equivalents

1,224

629

Total current assets

1,231

636

Total assets

15,556

14,445

Shareholders' equity

Issued and paid-up capital

3,184

3,182

36,668

36,665

6,215

6,384

28

(840)

Retained earnings

(38,282)

(37,611)

Total shareholders' equity

10.7

7,813

7,780

Liabilities

10.9

-

1,472

Total non-current liabilities

-

1,472

10.8

57

1

10.9

1,747

-

10.8

5,939

5,192

Total current liabilities

7,743

5,193

Total liabilities

7,743

6,665

Total shareholders’ equity and liabilities

15,556

14,445

54

(x € 1.000)

Note

2022-23

2021-22

Personnel expenses

10.10

(56)

(443)

Other operating expenses

(119)

(86)

Other operating result

(175)

(529)

Interest expense

(317)

(261)

Interest income

1

-

Other financial result (expense)

-

5

Result before tax

(491)

(785)

Taxation

10.11

(2,278)

35

Result from participations after tax

10.4

2,797

(90)

Net profit

28

(840)

General

The company financial statements form part of the financial statements 2022-23 of GeoJunxion N.V. The accounting year 2022-23

started per 1 July 2022 and ended per 30 June 2023. The previous accounting year 2021-22 covers a similar 12-months period

which started per 1 July 2021 and ended per 30 June 2022.

To determine the accounting policies for its company financial statements, GeoJunxion N.V. uses the option offered in Article 2:362

(8) of the Netherlands Civil Code. This means the principles for assets and liabilities valuation and the determination of the result of

the company financial statements of GeoJunxion N.V. are equal to those of the consolidated financial statements.

Intangible assets

The intangible assets included in per 30 June 2022 related to the value of the

“

GeoJunxion.com

”

domain name. This asset was

transferred to the operating subsidiary GeoJunxion BV during the current accounting year at its book value.

Participating interests are valued at net asset value according to the accounting policies of the parent company’s financial

statements, for entities where significant influence is exercised over the financial and commercial policy.

Per 30 June 2023, there is only one remaining entity over which GeoJunxion NV has significant influence: GeoJunxion BV. The

other controlled entities were liquidated in the previous years to simplify the group structure and eliminate non-value-added

administrative activities.

The movement in the value of the participating interests in group companies is included in the table below:

(x € 1.000)

30 June 23

30 June 22

Participating interests in group companies

Position of 1 July

10,891

10,962

Share in result after-tax

2,778

(71)

Dividend

-

-

Currency differences

-

-

Position as of 30 June

13,669

10,891

GeoJunxion N.V. is the parent company and has capital interests that are explained in part 7 of these financial statements. There

55

are no currency differences per 30 June 2023, as the group no longer includes foreign affiliates with a reporting currency that is not

Euro.

Notes on the consolidated deferred tax receivables can be found in section 6.34 of the notes to the consolidated financial

statements.

GeoJunxion N.V. forms a fiscal unity for corporation tax purposes with GeoJunxion BV. Per 30 June 2022 the deferred tax asset

(DTA) on taxable losses carried forward were accounted for at consolidated level in GeoJunxion NV. Per 30 June 2023 a correction

was processed to allocate the DTA to the underlying group entity. As a result, an impairment was booked in GeoJunxion NV, while

a revaluation was booked in GeoJunxion BV. The impact of this correction on both entities is detailed in the table below:

(x € 1.000) Deferred tax asset on tax losses carried forward

GeoJunxion

NV

GeoJunxion

BV

Consolidated

Position on 1 July 2021

2,881

252

3,133

Addition

161

64

225

Use / Reduction

-

-

-

Impairment

(127)

(65)

(193)

Position on 30 June 2022

2,915

251

3,165

Position on 1 July 2022

2,915

251

3,165

Addition

100

(69)

31

Use

-

(5)

(5)

Impairment / revaluation

(2,359)

2,359

-

Position on 30 June 2023

656

2,536

3,191

The deferred tax assets

included in the company’s books

, relate to recoverable losses resulting from taxable losses incurred over

the previous years. As a result of changes in the Dutch tax legislation in 2021, the taxable losses no longer expire. This increases

the likelihood that they will be recovered in the future.

(x € 1.000)

30 June 23

30 June 22

Prepaid expenses

7

7

Other receivables

-

-

Total

7

7

Notes on the

shareholders’

equity are included in section 6.38 of these consolidated financial statements.

(x € 1.000)

30 June 23

30 June 22

Creditors

57

1

Group companies

5,859

5,092

Other liabilities

80

100

Total

5,996

5,193

The liability to group companies is related to a liability to GeoJunxion BV for the full amount.

56

Convertible Loan

The convertible loan amount consists of the following components:

(x € 1.000)

30 June 23

30 June 22

Initial principal amount

1,150

1,150

Payment in kind interests added to principal

259

177

Cash payment premium accrued

338

145

Total

1,747

1,472

More details related to the convertible loan are included in section 6.41 and 6.44 of these consolidated statements.

Personnel

The personnel costs included in the GeoJunxion NV entity income statement, relate to the fees for the Supervisory board members.

In 2021-22 the costs also included the recharge of salary costs for the CEO/ CFO and the consultancy fees for the CBO. In 2022-

23 these costs were kept in GeoJunxion BV and no longer cross charged to GeoJunxion NV.

GeoJunxion N.V. forms a fiscal unity for corporation tax purposes with GeoJunxion BV. In accordance with the standard

GeoJunxion

N.V. forms a fiscal unity with GeoJunxion B.V. for VAT purposes. These two companies are also jointly and severally

Notes on the remuneration including share option rights of the Management Board and Supervisory Board may be found in sections

6.26 and 6.27 of the notes.

The company has not been able to close a contract with any of the 6 available PIE/OOB licensed auditing companies in the

Netherlands.

All 6 firms were requested to provide a quotation to audit the GeoJunxion annual accounts. None of these companies

were willing to provide a quotation. As a result, no auditing fees were incurred during the accounting year 2022-23 and 2021-22.

For post-balance sheet events please refer to note 6.47 of the financial statements.

Management Board

Supervisory Board

B.J. Glick

57

The company has been unable

auditor for the audit of its June 2022-23 Consolidated Financial

Statements. It

is therefore forced to publish its Consolidated Financial Statements without an auditor’s opinion

.