ANNUAL

REPORT

202

1-

202

2

GEO

JU

NX

ION

N.V

.

GEOJUNXIO

N

N.V.

ANNUAL

R

EPORT

2021-

20

22

CONTENTS

Management

Boa

rd

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

202

1-22

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

2

8

Addresses

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

58

4

Management

Bo

ard Prefa

ce

To our

s

hare

hol

ders,

i

nves

tors

a

nd

other

in

ter

ested

partie

s

We are delighted

to

pres

ent th

e GeoJunxion

Annual Report for

the accounting year

2021-

22

.

It

covers the

12-months period from 1

Ju

ly

202

1

to

30

Ju

n

e

2

0

2

.

We

remark

tha

t

comparative

financials

for

the

past

accounting

y

ear

2020

-

21

relate

to

the

18-months

period fro

m

1

January

2020 to 30 June 2021

.

The

2021-

22

accounting

year

was

,

once

again,

an

eventful

pe

riod

d

uring

which

the

company

co

nt

inued

its

metamorphosis

and

turnaround.

In

part,

th

is

was

accomplished

thanks

to

the

s

tability

of

the

Management

Board

.

At

th

e

same

time,

we

realised

a

substantial

top

line

growth

for

the

thi

rd

time

i

n

a

row,

whilst

k

eeping

operating

expenses

flat

on

a l

ike fo

r

like

basis

and achieving

Cash-Flow

positive,

as

well

as si

gnificant

improvements on

all

the

other

financial KPIs

.

This

is

ev

en

mo

re

note

worth

y,

be

cause

i

t

was

achiev

ed

during

a

time

still impacted

by

the COVID-

19

pandemic

and

increasing

concerns

about

the

global

economy

due

to

the ramifications of the war in Ukraine with high energy prices and increase

d

inflation.

During

the

past

accounting

year,

the

management

team

has

reenf

orc

ed

and

re

fined

the

company’s

strategy.

We

con

tin

uing

to

deve

lop

a

portfolio

of

prod

ucts

and

services

with

specia

l

emphasis

on

safety

on

the

road

and

environmental

sustainability

.

The

stabilization of our

strategy and diligent execution of the

tactical plans, pa

ved the way for a su

ccessful 2021-

22

accounting year

. I

t

has

strong

p

otential

to

continue

delivering

top

line

g

rowth

and

margins

,

generating

cash

and

becom

ing

profitable.

Ge

oJ

u

nx

io

n’

s

pr

od

uct

a

nd

ser

vi

ce

s portfol

io

is

built around

three

key pi

llars:

•

Location

Aware

Content

•

Location Intelligence

Services

•

Premium Location

Aware

Con

tent

Location

Aware

Co

nten

t

The first pillar encompasses more traditional activities and pr

oduct 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 planni

ng applications. European coverage.

Loca

tion

I

nte

lligen

t

Serv

ice

s

The

second

pillar

includes

our

services s

upporting

tailor-made g

eo-location

projects:

•

Search and

evaluation

of

location enabled

content, typically

to

enhance

existing maps

and/or routing app

lications

•

Creating b

espoke datasets,

including

r

e

se

ar

ch

, sourcing,

data crea

tion, normalisation,

aggregation

and

delivery.

The ty

pical use

case

is

enhancing existi

ng map

s an

d/or routing

applications

•

Producing Outdoor Venue Plans

- tailor-made, interactive venue maps delivered as a

turnkey solution including delivery through

map

tiler and maintenance. The b

road range of

use cases includes ev

ents; travel and tourism;

real estate applications; last

mile

navigation and delivery; retail and distribution; and smart city

applications.

Prem

ium

Loc

atio

n Con

ten

t

The third

pillar includes the High

Alert Zones product fa

mily focussing

on

three

distinct areas:

•

Safety Alert

Zones concentrate

on road

safety by

alerting mobility

users (pedestrians,

cyclists, car

and truck

drivers

)

to

ar

eas with

increased

risk

of

accidents.

This

includes,

for

example,

bridges,

tunnels,

accident

prone

areas,

school

zones,

playgrounds

etc

.

This important data suite has been recent

ly enriched with the deve

lopment of the School Safety Zones: special geofences which

are created to ensure the safety of children and vulnerable pedestrians around schools and

day

-care centres.

•

Eco Ale

rt Zones include

a best-

in

-class

dataset with

worldwide coverage o

f regulated congestion,

emission and

restricted

traffic

zones.

Increasingly,

countries

and

cities

are

deploying

these

zones

to

limit

the

traffic

in

city

centres,

improve

air

qu

ality

,

reduce

accidents

and

ele

vate

quality

of

l

ife.

For

e

xample,

the

German

“Ümweltzones”,

Dutch

“Milieuzones”,

Italian

“Zona

Traffico

Limitato”,

UK

“co

ngestion

charge

zo

nes

or

Ultra

Low

emission

zones”,

etc.

The

m

ain

use

case

is

in

routing,

planning,

fleet

management a

nd for

display

.

This

dataset

could b

e equally b

eneficial in

real

estate applications

and

other s

ectors. Coverage

is

worl

dwid

e,

or

m

ore precis

ely

,

wh

erev

er

an

env

iron

ment

al zone

exist

s.

•

Health

Alert

Zones

c

urrently conta

in primarily

COVID-

19

and

will

be

extended

to i

nclude

alerts

on

air

qual

ity

and

n

oise pollut

ion.

The strategy and product portfolio outlined

above has enabled us to d

eliver top line growth and

an improved bottom line d

uring the

past

accounting

year,

including

positive

cash

generatio

n

.

This

was

another

i

mportant

step

towards

the

full

turnar

ound

of

the

company.

We

still

h

ave

a

road

ahea

d

of

u

s,

but,

as

a

team,

we

are

every

day

more

confident

that

we

are

heading

to

the

right

direction and

we

are fully committed to continue delivering improved results.

We

would

like

to

express

our

gratitude

to

everyone

a

t

GeoJunxion

for

their

dedication

,

passion,

energy

and

professionalism

.

We

also want to thank our shareholders for their ongoing suppor

t.

Ivo

Vleeschouwe

rs

Frances

co Altam

ura

The

Man

agem

ent Boar

d

5

Mission

and

s

trategy

Mission

GeoJunxion

is

the

crossroads

whe

re

fundamental,

location

-aware

content

connects

with

s

uperior,

customised

intelligence

and

highly f

ocused

innovations

to

e

mpower e

xceptional

experiences.

With

an

emphasis

on

safety

and

sustainability,

we

are

constantly

expanding

our

portfolio

to

meet

the

demands

of

a

d

iverse

and

fast-evolving

mark

et.

Building

on

decades

of

ex

perience

in

mapping,

the

company

focuses on

high

value,

dynamic

content and

building

environmentally

conscious

data

content and

solutions

,

which

enrich sa

fety in

everyday life

. With l

ocation

-aware content

at our

core,

we kn

ow where

our s

trengths lie

and ha

ve the

know

-

how

and

te

chnology n

eeded

to

of

fer

unriv

alled, i

ntelligent pro

ducts an

d

services.

GeoJunxion

NV

is

listed

on

the

regulated

market

of

Euro

under

the

s

ymbol

GOJXN.AS.

Company

The company

is registered in Capella

aan den IJss

el, the Netherlands

-

where the main

office is also

located. GeoJunxion NV

is

the holding

ent

ity (formerl

y

ca

lled AND

inter

nati

onal

P

ubli

sher

s N.V).

During

the

past

accounting

year,

the

group

structure

has

been

further

simplified.

The

liquidation

of

AND

Data

India

Pvt. Ltd

has

been

completed. AND Holding BV and AND Publishers BV, both dormant Dutch legal entitie

s, h

ave been liquidated as well.

The legal entity and group structure as per 30 June 2022 is now as follows:

GeoJunxion NV

Holding Entity

GeoJunxion BV

Operati

ng Entity

During the

accounting

ye

ar

2

021-22 there

were no

management

fee

allocations

between

the parent

company

and

its

s

ubsidiaries.

The parent company bears costs related to t

he stock quotation at Euronext; to maintenance of its shares; supervision costs fr

om

AFM

(Authoriteit

Financiële

Markt);

t

he

costs

th

e

Supervisory

and

Management

Board;

a

nd

the

interest

costs

on

external

funding (convertible

loan). The sub

sidiaries bear the

costs related

to their

operational activities a

nd the main

tenance of th

e legal

entity.

Strategy

As an indepen

dent player, GeoJunxion focuses on creating “map agnostic” product

s,

i.e., designed to be fully integrated into any

commercial

and ope

n-source b

rand

of maps

or

utilised

in d

eveloping smart

solutions

for

a l

arge va

riety

of use

cases

in

different

industries and

market sector

s.

GeoJ

unxi

on a

ctivi

ties are dir

ect

ed tow

ards

esta

blishi

ng lon

g-te

rm relat

ions

hips

with its

custom

ers,

thro

ugh th

e creati

on

of

a

recur

ring

busi

nes

s m

odel

rat

her

than

one

-off

opp

ortuni

ties

. Al

thou

gh t

he r

elati

onshi

p

may

start

wit

h a

proof-

of

-

con

cept

or

a

one

-off p

roject,

most

of

our

high

value

datasets

require

frequent

and

continuous

updates

to

maintain

or

increase

their

value.

As

a

resul

t, the

one

-off project

or

proof-

of

-co

nce

pt

is

often just the

first

step,

follo

wed

by

a

recur

rin

g service

or

a

li

cence contr

act

-

converting th

e

initial,

single

activ

ity

into

a

recurring, predictable

and sustainable

business

model.

In

most

cases,

GeoJunxion

al

so

retains

the

IP

an

d

owne

rship

of

the

newly developed

datasets

whic

h

can then

be

resold

to

other

customers,

thereby

leveraging

the

initi

al investme

nt

and

co

nverti

ng

it

into

a

virt

uous

b

usi

ness cycle.

The

GeoJunxion

m

ission

remains

focused

on

improving

road

s

afety

and

contributing

to

a

more

sustainable

world,

reducing

the

environmental impact t

hrough 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.

Geo

Jun

x

i

on

NV

100%

Geo

Jun

x

i

on

BV

6

Key

figures

(x € 1

.

000)

2021/22

(

12M

)

2020/21

(

18M

)

2019

(

12M

)

2018

(12M)

2017

(12M)

Results

Revenue

2,371

2,401

1,064

1,005

1,375

Operating result excl. impairment

(526)

(2,075)

(2,078)

(2,153)

(2,567)

Impairment (write off) / Reversal

-

(2,795)

(1,553)

(1,231)

Operating result incl. i

mpairment

(526)

(2,075)

(4,873)

(3,706)

(3,798)

Net (loss) profit

(841)

(2,164)

(3,954)

(3,113)

(2,846)

EBITDA

340

(791)

(1,204)

EBIT

(526)

(1,908)

(4,873)

EBT

(841)

(2,434)

(4,924)

Cash Flow

131

(1,675)

(1,672)

Net earnings / share (in euro)

(0.20)

(0.51)

(1.06)

Capital

Shareholders’ equity and liabilities

11,098

11,683

10,938

14,625

18,012

Shareholders' equity

7,780

8,621

9,692

13,645

16,880

Solvency (as % of balance sheet total)

70%

74%

89%

93%

94%

Data per share

Number of outstanding shares

4,242,957

3,727,137

Shareholders' equity per share

1.83

2.03

2.60

3.66

4.53

Lowest closing share price

1.13

1.05

1.73

2.31

6.03

Highest closing share price

2.42

2.00

3.58

7.1

10.49

Closing share price

1.78

1.48

2.18

2.56

6.69

Market capitalization

7,552

6,258

8125

9.541

24.935

Personnel

Average number of fulltime employees (FTE’s)

18

19

15

57

102

7

GeoJunxion

Shares

Stock

e

xchange

listing

GeoJunxion

N.V.

was

established

on

18

March

1998

and

has

been

listed

on

Euronext

Amsterdam

since

1

5 M

ay 1

998

(symbol:

GOJXN,

ISI

N-code:

NL0000430106).

Capi

tal and shares

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

2, a total of 4.242.957 shares had been issued and paid up (30 June 2021

:

4.242.957

).

Notif

icati

on substa

ntia

l holdings

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

fo

llowing

interests

of

more

than 3

%

ar

e

known (as

of

30

June 2022

):

Shareholde

rs > 3%

%

Holding

Date

Parkland NV

(through

Roosland

Beheer

BV)

30.87%

21 Dec 2011

QuaeroQ

NV

11.31%

23 Dec 2020

Gijs v

an Look

eren Camp

agne

6.75%

23 Dec 2020

Share price

movement

s

During the

a

ccounting

year

2021-22

,

the pr

ice

of

GeoJunxion

shares

c

ontinued

to

show

a

high l

evel

o

f

v

olatility. The

cl

osing s

hare

price

moved

from

a

low

o

f

€1.13

p

er

20

October

20

21

to

a

high

of

€2.42

pe

r

22

April

2022

.

The

share

p

rice

at

the

start

of

the

accounting

year

was

€

1.48 a

nd

the

closing

price per

30 June

2

022

of

€1.78.

This

represents

an

annual

increase

of

2

0.3%.

During

the

reporting

year

2021-2022

a

total

o

f

1.

6 m

illion

s

hares

were

traded

(2020-

21

during 18M,

a

to

tal

of 2,96

million

),

for

a

total value

of

€

2.7 million (20

20

-

21

during 18 months

:

€5.47 million

).

Dividend

policy

GeoJunxion has the ambition to turn around its business, become and remain a profitable company in the near future. It has t

he

intention

to

finance

its gr

owth

from

i

ts

operational

cas

h

flow.

In

determining

a

dividend,

the

company

is

c

onsidering several

fa

cto

rs,

such

a

s:

i

nternal

growth

opportunities,

inves

tment

and

cash

requ

irements,

the

equity

position

and

its

shareholders'

in

terests

.

A

dividend

distribution

i

s

determined

a

nnually

by

the

Su

pervisory

B

oard.

Although

the

results

of

the

company

have

improved

significantly over

the past

accounti

ng

year, t

h

e Net

Income re

mained

negative

in

2021

-22.

The Supervisory

Board

of Ge

oJunxion

is

therefore

p

utting

a

resolution

before

the

General

Meeting

of

Shareholders,

proposing

not

to

p

ay

dividend

fo

r

the

2021

-22

financial year.

Inves

tor

rela

tio

ns

GeoJunxion

highly

values

good

communication

with

investors

to

support

a

n

appropriate

and

realistic

e

stimation

of

the

p

otential

value of the Geo

Junxion

share.

Regu

lati

on to

ins

ider

tradi

ng

GeoJunxion has drawn-

up

r

egulations for employees a

nd other insider

s regarding the ownership

of,

and

tr

ansactions

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

Bo

ard

and

the

Super

visory Board

have also complied

with the

provisions

of

Mark

et

Abuse

Regulation

and

the

rules

for

the

n

otification

of

voting

rights,

capital,

control

and

capital

holdi

n

gs

in

issuing institutions.

The Authority

for the

Financial

Markets (AFM)

monitors compliance

with these re

gulations.

Financial Cale

ndar

10

Novemb

er

2022

Q1

2022

-

23

Finan

cial results

15 November 2022

Annual General Shareholders Meeting

23 February 2023

Q2

202

2-23 Financial results

4 May 2023

Q3

202

2-23 Financial results

27 July 2023

Full Year Business update

8

Share

price

trend

J

u

l

y

202

1

-

Septembe

r

202

2

Source Euronext

9

Management and

Supervisory Boards

10

Management Board Report

Key

m

iles

tones

in

FY

2021

-

22

202

1:

•

(June

–

Nominations of CEO: Ivo Vleeschouwers and CBO: Francesco Altamura)

•

July

–

Diligent

execution

of

a

relevant

Location

Intelligence

Service

Con

tract

on

the

creation

of

Built

-Up

areas

in

nearly

200

countries

worldwide plus

an additional

contract with

combined v

alue exceeding

600K Euro

.

The execu

tion continued

for the

rest

of the year.

•

July

–

Publication

of

July

2021

Tra

ding

Update,

showing

significant

increases

in

order

intake

and

encou

raging

Q2

and

H1202

1

YoY topline growth.

•

September

–

Publication of Auditor and Financial Update on H1 2021.

•

October

–

Announcement

to

have

reached

an

ag

reement

wit

h

the

holders

of

its

convertible

loan

to

extend

the

duration

for

a

n

additional 18 months, whilst leaving the nominal interes

t rate unchanged.

•

October

–

Publication of 2020-21 Annual Accounts for the 18-months accounting year, ended 30 June 2021.

•

November

–

Awarded

share

options

to

the

ma

nagement,

employees

and

a

selection

of

long-standing

contractors

for

a

tota

l

of

65

,400 share options.

•

November

–

Publication

o

f

the

Financial

&

Business

update

for

th

e

quarter

July-September

2021

(Q1

F.

Y.

2021-22),

reporting

76% revenue

growth

and signi

ficant reduction

in Net

Loss and Cash

o

utflow

compared with

th

e same

period of the

previo

us year.

•

November

–

Annual General Shareholders Meeting AGSM 2021.

•

November

–

Publication of the voting results of the AGSM 2021 with approval and adoption in accordance with the proposal.

•

December

–

Announcement of

the

extension

of

a

Location Intelligence

Service contract

for

a v

alue of

100K

Euro,

executed and

delivered by the end of the first quarter of year 2022.

•

December

–

Announcement

to

have

received

a

non-s

olicited

bid

on

GOJXN.AS

shares

from

Nederlandse

Paarden

Registratie

Maatschappij N.V. (NPRM N.V.).

•

December

–

GeoJunxion’s Supervisory and Management Board response to the non

-

solicited bid on the Company’s shares.

202

2:

•

January

–

GeoJunxion N.V. and NPRM N.V. jointly announce the withdrawal of the bid.

•

Febru

ary

–

Announcement of the closin

g of a series of Location Intelligence Service Contracts for a value of almost 100K Euro.

•

February

–

Announcement of the renewal of an important Service Contract for a value of over 230K Euro.

•

February

–

Publication

of

the

Fin

ancial

and

Bu

siness

update

Q2

(Oct

-Dec)

and

H1

(Jul-Dec)

F.

Y.

2021-22,

reportin

g

+4

5%

revenue

growth

on

the

quarter

and

+59%

in

the

semes

ter,

positive

EBITDA

and

c

ontinue

improvements

in

Net

Loss

an

d

Cas

h

outflow compared with the same periods of the previous year.

•

March

–

Ma

rket launch

of

the new

School Safety

Zones,

an important ex

tension and i

ntegral part o

f the

Safety

Alert Zones

data

suite.

•

April

–

Announcement

of

the

c

losing

of

a

Location

Intelligence

Service

Contract

with

an

important

Navigation

and

Infotainment

System supplier in the Automotive industry.

•

April

–

P

ublication of

the

Financial &

Bu

siness up

date Q3

(Jan-Mar) and YTD

(Jul-Mar) F.Y.

2021-

22

,

reporting

positive ca

sh flow

for the quarter and YTD and continues financial and business/product impro

vements.

•

June

–

GeoJunxion and NextBillion.ai launch the world’s first Low Emission Zone focused R

outing API.

•

June

–

GeoJunxion

d

evelops th

e

custom

Outdoor

Venue

Plan

for

CHIO

Rotterdam,

one

of

the

oldest

equestrian

events

in

The

Netherlands.

Gene

ral De

vel

opm

ents

In

th

e

period

July-Dec

ember

2021,

the

Company

was

largely

focused

on

the

execution

of

a

couple

of

important

Location

Intelligence

Service

projects

just

acquired

in

th

e

l

ast

months

o

f

the

year

.

Bo

th

contracts

were

finalized

with

a

large G

lobal T

ech c

ompany

and

related with

the “distribution

of

the

population

arou

nd

the

world

”

.

As

follow u

p o

f a

successful p

ilot

project,

further

tailoring

and refin

ing

the

product s

pecification, o

ne

of

the

agreements was

dealing

with

the

creation

and del

ivery

of

Built-Up

Areas

in

nearly

2

00

countries

worldwide

.

A

built-up

area

is

an

area

that

has

a

d

ense

co

ncentration

of

residential

or

industrial buildings and is typically a subset of a city area.

In

October

2021,

the

Company

ann

ounced

to

have

reached

an

a

greement

with

the

holders

of

its

c

onvertible

loan

to

extend

the

duration for an additional 18 month

s, whilst leaving the nominal rate unchanged. Under this new agreement the u

pdated maturity

date became effective 3 August 2023.

In

Dec

ember

2021

we

closed

a

n

extension

to

a

co

ntract

fo

r

a

bespoke

Location

In

telligence

Service

with

a

large

Global

Tec

h

company. The

work

was

completed

perfectly

in time

be

fore

the end

of the

first q

uarter 2

022. W

hile

various

new

oppo

rtunities

were

in

the

pipeline,

the

expansion

of

a

n

existing

contract

wa

s

showing

the

in-depth

expertise

GeoJunxion

was

providing

to

its

customers.

Th

at

was

also

seen

as

proof

of

the

client’s

trust

and

o

ur

strong

de

livery

performance

during

the

hases

of

th

e

project in 2021.

11

Of

course,

behind

the

scenes,

our

R&D

an

d

operations

were

m

aintaining

and

delivering

fresh

updates

to

the

Eco

Alert

Zones.

EAZ

is

one

of

the m

ost

relevant

datasets i

n

GeoJunxion’s

portfoli

o.

It

deals

with

Con

gestion, Environmental,

L

ow Em

ission

and

Traffic L

imited

zones. Th

e

dataset

is

in

co

ntinue

expansion

as

new

Cou

ntries

adopt

such

regulations and

more

areas ar

e

enforced

in other Countries al

ready present in the data

suite. The coverage is updated

daily to ensure it ha

s the freshest data

, currently in

35

Countries around the globe.

In

February

2022,

the

C

ompany

announced

another

important

achievement:

the

closing

of

a

se

ries

of

Location

Intelligence

Services agreements and the renewal of an important service contract.

Two Loc

ation Intelligence Services

were s

igned with

a first g

lobal Tech

Company and

a third

contract was si

gned

with a

second

very

relevant

player

always

pertaining

to

the

High

-Tech

industry.

Two

of

the

contracts

were

Proof

of

Concept,

perfectly

aligned

with

our

Company

Strategy.

The

fo

cus

was,

once

again,

on

safety

on

the

road

and

envi

ronmental

sustainability,

with

the

c

lear

intent

to convert

them i

nto bi

gger

and

more

fruitful future

projects.

At

the s

ame time,

we a

nnounced the

renewal

of an

important

annual

service

agreement

with

a

public

a

dministration

,

also

in

this

case

taken

as

proof

of

the

trust

we’ve

been

building

with

our

clients and of their satisfaction about our services.

March

2022

was

a

very

important

month

because

of

the

launch

of

th

e

ne

w

School

Safety

Zo

nes

dataset,

as

part

of

the

Safety

Alert

Zones

da

ta

suite.

Once

ag

ain,

the

Company

was

investing

in

Geofences

a

nd

Geofencing

Technologies

for

sa

fety

on

the

road. School zones are

put in

place to ensure

the safety of

chil

dren around

s

chools and

kindergartens. Drivers are r

espon

s

ible to

comply with

traffic regulations

and be a

ware of other pa

rticipants on

the road, particularly on

the

streets surrounding school

s. All

children should

be

a

ble to

walk or

bike to

and

from school

without the f

e

ar of

being hit

by pa

ssing vehicles.

As

d

rivers, we

all

must

keep the h

ighest possible attention around s

chool zones, recognize them, whether

they are officially delimited or

not.

We should

always reduce the

speed when approaching

a

nd crossing

school zones. We should expect

in

creased traffic

congestion at certain

times

of

the

day

and

pay

particular

attention

to

bus

stops

and

crosswalks.

While

n

ot

all

Countries

have

defined

a

standardize

d

approach

to

School

zones,

drivers

must

be

aware

of

such

critical

areas

either

enforced

by

law

or

not

:

this

is

the

reason

why

GeoJunxion built the Safety School Zones.

In

March

2022,

GeoJunxion

was

also

sel

ected

to

participate

in

a

consortium

of

innovative

companies

to

develop

a

project

on

autonomous

driving

.

The

Company

was

expected

to

provide

HD

m

ap

s,

enriched

with

various

proprietary

datasets

about

safety

on

the

road

and

environmental

sustainability.

This

project

was

prolonged

a

nd

postponed

various

times

during

the

course of

the

year.

Therefore,

in

June

2022,

it

was

communicated

that

the

s

cope,

timeline,

phasing

and

allocation

of

work

in

the

consortium

had still to be clarified and agreed upon.

April

2022

was

indee

d

another

very

impo

rtant

month

for

t

he

future

of

the

Company.

In

fact,

we

a

nnounced

the

closing

of

a

significant Location Intelligence

Service contract with a Navigation and I

n

fotainment Syste

ms supplier in the Aut

omotive industry.

After

the

successful

delivery

of

a

Proof

of

Concept,

booked

almost

a

year

before

and

executed

in

the

second

s

emester

of

y

ear

2021. The s

ignature of

the con

tract was indeed

a

new step in

a

long

j

ourney dur

ing which w

e gained th

e trust

of our

c

lient

s

tep by

step, with timely deliveries at the best possible quality.

In

June

2022,

GeoJunxion

a

nnounced

a

new

partnership

with

NextBillion.ai

,

to

lau

nch

the

world’s

fir

st

Low

Emission

Zo

nes

focused

Routing

APIs

.

This

was

intended

to

levera

ge

the

advanced

technical

capabilities

of

NextBillion.ai,

industry

leader

in

spa

tial

data

and

Arti

ficial

Intelligence

Technology

with

GeoJunxion,

whic

h

built

and

maintains

the

largest

and

most

a

ccurate

dataset

of

geo

fences about Low Emission Zones and Restricted Traffic Areas.

At the end of June 2022, GeoJunxion had also the privilege to develo

p a custom Outdoor Venue Plan (

OVP: a bespoke last mile

detailed

map)

for

CHIO

Rotterdam

equestrian

event.

CHIO

Rotterd

am

is

the

only

Dutch

equestria

n

5

stars

ou

tdoor

event

and

belongs to the

very best international events in the

world. With a 73 y

ears history in top level

show jumping and dressage, C

HIO

Rotterdam

is

also

the

e

ldest

international

top

spor

ts

e

vent

in

Rot

terdam.

The

CHIO

Rotte

rdam

2022

OVP

is

a

custom,

ful

ly

navigable

l

ast

mile

map

o

f

the

CHIO

Found

ation

area,

where

GeoJunxion

B.V.

was

asked

to

encode,

geolocate

and

highlight

facilities, infrastructures and services.

12

Marke

t

dev

elop

me

nts

a

nd

tre

nds

Technological innovations and co

ntinuously evolving customer needs are driving a m

obility revolution

.

Looking at the near future

when

automation

and

always-on

connec

tivity will

be ev

en more

relevant

for

an

efficient

and

sustainable

mobility,

GeoJunxion

is

well

positioned

to

capture

value

fro

m

such

industry

trends,

with

its

geo

-localized

premium

data

and

s

ervices

and

geofencing

technologies.

The

demand

for

location

-aware

content

is

still

increasing

in

vari

ous

industries

and

m

arkets

despite

general

concerns

about

the

global econom

y. According

to

ex

ternal

m

arket r

e

search predicted

just a

y

ear

ago, the

global

digi

tal

m

appi

ng

mark

et

is

esti

mat

ed

at

4,

6

Bil

lion

U

SD.

North

Am

erica

with

1,5

Bill

ion

US

D

is

the

larg

est

s

ingl

e

ma

rket

wo

rld

wide.

The

ov

erall

CAG

R

to

wards

2025

is

estim

ated

at

16,5%

.

The

largest

markets

by

solution

continue

to

be

the

route

optimisation

and

planning

fo

llowed

by

tracking

and

telematics.

A

very

interesting

segment

with

the

highest

expected

CAGR

of

18,2%

by

2025,

is

risk

assessment

and

disaster

management

which

requires

a

strong

location-

aware

component.

Fleet

based

applications

and

delivery

so

lutions

have

been

experiencing

an

i

ncredibly

rapid growth in the last two years, under the pressure of the Covid-

19.

In automotive,

the adoption of advanced driver-assistance systems s

uch as ISA, Intelligent Speed Assista

nce combined with the

necessity

of

more

cost-effective

mapping

solutions

while

providing

the

most

up-

to

-date

and

relevant

d

ata

content

,

created

new

opportunities

for

GeoJunxion.

Premium

data

content

to

wards

safety

on

the

road

and

envi

ronmental

sustainability

remain

our

major

interest and focus of development.

GeoJunxion

operates exclusively i

n the

field o

f Location

Data

and Technology

for

B2B customers.

Our B2B

clients

integrate our

custom

location-based

products

and

services

into

thei

r

applications

enabling

solutions

to

b

etter

serve

their

B2B

customers

or

directly the Consumer market.

High

Alert Zon

es pro

duct fam

il

y is still

the

mo

st p

opul

ar lo

cati

on

-b

ased

prod

uct

. Parti

cularl

y,

our

Eco Alert

Zones, ge

ofences

that identify

areas

limited

to

certain

types

of

vehicles

or

require

the

payment

of

a

fe

e t

o ac

cess.

We

are

st

i

ll

seeing

a

strong

increas

e

in

the number

of

countries a

nd cities ad

op

t

in

g new

envi

ronm

enta

l zones

with

special res

trictions

in

the city c

entres. Whatever

the

need

to

r

e

duce

c

ongestion,

improve

air

quality,

or

limit

access only

to

residents and

pe

rmitted

parties the Eco Alert

Zones ar

e one

of the most attractive data suites

in GeoJunxion’s offering

.

Following a concept like the Eco Alert Zones, also the Safety Alert Zones became increa

singly important. With the School Safety

Zones, we

made

an additional s

tep towards

the safe

ty on the

road fo

r vulnerable ped

estrians.

Sc

hool days are

characterized by

increase

traffic

and

density

of

pedestrians

in

certain

areas,

with

the

of

risk

of

co

llisions

between

vehicles

and

children

or

their

relatives

commuting

to/from

school.

Worldwide

statistics

co

nfirms

that

thousands

o

f

accidents

happen

during

schooldays nea

r schools,

with serious

consequences and

injuries.

Such accidents

involve car

of bike

drivers

failing to

recognize

the

pedestrians

on

the

road.

M

ost

of

those

accidents

o

ccur

as

children

are

ge

tting

on/

of

f

buses

or

crossing

the

road.

For

this

reason,

GeoJunxion decided to build

a unique database o

f School

Safety Zones, including those zones

defined and enforced

by

local

Municipalities

as

well

as

hundreds

of

thousands

of

a

reas

created

with

proprietary

algorithms,

taking

in

consideration

the

precise location

of

each

school and related

i

nfrastructures ar

ound it

li

ke bus

s

tops,

z

ebra

crossings, dangerous road

intersections

and

many

other

parameters

.

GeoJunxion’s

geofences

,

when

implemented

i

n

third-parties

navigation

sys

tems

can

conc

retely

contribute to save lives and reduce costs for the Community.

The way

GeoJunxion engag

es with

its customers is

intended

to

build

more than a

tra

ditional supplier-client re

lationship. Our

clear

intent

is

to

establish

long-te

rm

pa

rtnerships

,

strong

relationsh

ips

to

enable

more

productive

and

effective

collaborations

and,

ultimately

better

products

and s

ervices fo

r th

e

final

customers.

For

this

re

ason,

GeoJunxion

frequently

starts

proposing

Proof

of

Concepts.

This

enables

the

possibility

to

know

better

the

customers

and

their

needs,

shaping

the

final

solution

i

n

the

most

appropriate manner and becoming a sort of “single

-entity

” with the client.

Our

Enterprise

custom

ers

include

some

of

the

world’s

largest

an

d

most

innovative

Tech

Companies.

We

are

p

roud

to

ha

ve

increased our interactions

with those Co

mpanies during th

e financial year 2

021-

22

and built

a relationship t

hat we will

c

ontinue t

o

cultivate in the coming years for the success of our Company.

13

Fina

ncia

l develo

pme

nts

Due to

the

change i

n

a

ccounting

year in

20

20-

21

,

it is

more difficult

to analy

se and

compare the

financials. The

current

accounting

year covers the period from 1 July 2021 to 30 June 2022 (12

months), while the pre

vious accounting year covers the period from

1 January 2020 t

o 30 June 2021 (co

vering 18 months). To e

nable easier com

parison

, we

include below the

income statement for

the current accounting

year

and the pro-forma

income st

atement for

the two pre

vious years,

c

overing the

s

ame

12

-months period

from 1 July to 30 June the following year.

(x € 1.000)

2021/22

V%

2020/21

V%

2019/20

Unaudited

YoY

ProForma

YoY

ProForma

Recurring License and Royalty Rev.

664

654

677

Recurring Service Rev.

268

156

218

Non-Recurring Service Rev.

1,439

889

292

Non-Recurring Data Rev.

-

5

Revenue

2,371

40%

1,698

42%

1,192

Maps and Sources

(128)

(106)

(115)

Personnel expenses

(2,036)

(2,195)

(1,768)

Depreciation

(128)

(130)

(133)

Amortization

(737)

(648)

(685)

Other operating expenses

(401)

(461)

(564)

Total operating expenses

(3,430)

-

3%

(3,540)

8%

(3,264)

Capitalized development costs

533

423

319

Impairments

-

(2,795)

Net operating expenses

(2,897)

-

7%

(3,117)

-

46%

(5,740)

Operating result

(526)

63%

(1,419)

69%

(4,548)

Financial income (expense)

(266)

(170)

(116)

Extra-ordinary Income (expense)

(49)

166

-

Exchange result on Participations

-

(291)

-

Income taxes

0

148

1,065

Net profit (Loss)

(841)

46%

(1,566)

56%

(3,599)

Cash Flow

131

113%

(1,035)

35%

(1,585)

Revenue

and costs

Revenue

increased

yea

r-over-year

by

40%

to

€

2.371.000

in

2021-

22

compared

€

1.6

98

.000

in

the

same

period

in 20

2

0

-

21

.

It

is

v

e

ry

en

c

ou

ra

g

in

g

t

o

s

ee

t

h

a

t

h

i

s

is

n

o

t

o

n

ly

du

e

to

a

st

r

on

g

in

c

r

ea

se

i

n

th

e

n

on

-r

e

c

ur

ri

n

g

s

e

r

vi

c

e

r

e

v

en

ue

,

bu

t

a

ls

o

t

he

r

e

cu

r

in

g

se

rv

i

ce

r

ev

en

ue

in

cr

e

as

ed

su

bs

t

a

nt

i

a

l

ly

y

ea

r

-

ov

er

-y

e

ar

(

+7

2

%

)

.

Costs

f

or

maps

and

data

amounted

to

€1

28

.000

(2020-21

12M:

€1

06

.0

00).

These

costs

are

rela

ted

to

content

purchased

to

maintain

the

database

and

t

o hosting co

st for delivering our

data solutions

via t

he cloud.

Personnel expenses

de

creased in 2021-

22 to €2.036.000

. This is

a

3% saving compared to the same period in 2020-

21

in which

personnel

expenses

were

€

2.195.000,

and

despite

a

40%

higher

revenue.

The

main

drivers

for

this

a

re

(a)

a

reduction

in

the

management

roles by

2

FTE’s completed

in February

2022 and

(b) lower

use of

outsourced resources

during

the second h

alf of

the accounting year.

The

d

epreciation

c

ost

on

tan

gible

fi

xed

assets

remained

nearly

flat

y

ear

o

ver

year.

This

is

due

offsetting

factors:

Additional

investments made

in

computer

ha

rdware, lapto

ps an

d

servers,

whic

h

a

re

amortized over

a

period

of 3

years. Offset

by a

reduction

in

the number of

c

ar

s

under operational

lease contracts.

Under application

of

IFRS 16

, the

“v

alue in

use” of

the

leased assets

is

depreciated over the duration of the lease contract.

Amortisation

costs

on

intangible

assets

amounted

to

€

737

.000

in

2021

-22.

Over

the

same

period

in

2020

-

21

,

costs

were

€648

.000.

This

increase is d

ue to

the

amortization

of

capitalized d

evelopment costs

(

€

533.000

in 2

021-

22

versus

€

423.000 over

2020-

21

)

.

Capitalized

development

costs

are

currently

amortized

over

a

period

of

7

yea

rs

.

Intangible

a

ssets

created

before

201

8

were

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 t

o the

value

i

n

u

se

for

the

company. An

i

mpairment

c

ost

is boo

ked in

case this

boo

k value

is

no

longer supported by the value in use.

14

During th

e

accounting

ye

ar

2021

-22,

the

amortisation amount

on the

i

ntangible

fi

xed

assets outpaced

the in

vestment

by

€204.000

(2020-21

€225.000)

. As

a result, th

e remaining

net book valu

e of

the database f

urther reduced.

Per 30

June 2022, an i

mpairment

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

Other operating expenses decreased

to €

40

1.000 in 2021-22

, from

€461.000 over the same period

in 2020

-21. This is the result

of the implementation of strict cost control measures

,

the integration of tools and the simplification of the group structure.

Cash flow

The net

cash flow fro

m operating

activities

in

2021-22

amounted

to

a

positive cash inflow of

€

131

.000 compared

to

cash outflow

of -

€1.

035

.000

in

the same

period in 2020-

21

. This i

s primarily due to a s

ignificant improvement in the

o

perating result and more

favourable

invoicing

and

c

ollection

terms

negotiated

with

our

c

ustomers

and

our

supplie

rs.

During

the

accounting

year

2021

-22

there

were

no

financing

transactions.

During

the

20

20-

21

12

-months

period,

a

private

placement

was

completed

i

n

December

2020

, raising €825.000 in equity

funding.

Financial

income (expense)

The financial

expe

nses

in

2021-22 i

ncreased

by

€

96.000

to

€2

66.000

, co

mpared t

o

€

170.000

in

the

same p

eriod in

2020

-

21.

The

increase

is

primarily

due the

accrual of

the

premium

on

the Co

nvertible

loan

in

c

ase

of repayment i

n

cash.

Costs ha

ve

been

offset

partially by favourable

ex

change rate difference resulting from the strengthening of the USD compared to the Euro.

Financial expenses include following items:

•

inter

ests

an

d pr

emium

acc

rual

o

n the

conv

erti

ble

lo

an.

•

Intere

sts r

elat

ed to

lea

sed

asset

s u

nder

IFRS

16.

•

Intere

st c

osts

on t

he d

elay

ed

settle

ment

of t

he la

wsui

t dati

ng b

ack f

rom

201

1

.

•

Intere

st a

ccru

als o

n tax

lia

bility

(covi

d

m

easu

re).

•

Exch

ang

e re

sults

o

n bala

nce

s in f

oreig

n cur

ren

cy (

prim

arily

US

D)

Extra-ordina

ry Income

The extra-ordinary expense

i

n

2021-

22

of

€49.000

relat

es to

the restructur

ing costs i

ncurred for the r

e

duction

of the management

team.

In

the

same period

in

2020

-21 a

n e

xtra-ordinary

income

was

realis

ed

of €166.000

.

This

was

the

net

profit

on

the

sale

of

the AND.COM domain name.

Exchange

result on Participa

tions

In accounting ye

ar 2021-22 no

further exc

hange result on partic

ipations was incurred.

The negative value

incurred in

2020-

21

of

€271.000

was

the result

of

the

liquidation

of AND

Data

India Lt

d.

It

relate

d

to

the

cumulative

currency tr

anslation

ad

justment

(CTA)

that

was

previously

booked

directly

into

equity.

I

n

accordance

with

IFRS,

this

result

was

taken

into

the

income

statement

upon

realisation.

Taxation

The

deferred

tax

re

sult

on the

2021

-22

taxable loss

was

fully

impaired.

As

a

result, t

h

e

reported

Income

taxes

are

€0 in

the

current

accounting year. In the same period last year, a deferred tax benefit was booked

of

€

148.000

.

Financial

position

The total

assets

de

creased by

€

585.000

,

to €11.683.000

per 30

June 2022

,

(

€11.098.000

per

30 June 202

1)

.

The solvency ratio

remains

high,

amounting

to

70%

per

30

June

2022.

The

ratio

reduced

by

4%

compared

to

a

solvency

ratio

of

74%

per

30

June

2021.

The

s

olvency

ratio

is

calculated

as

the

ratio

between

th

e

tota

l

equity

and

the

total

balance

sheet.

As

o

f

30

June

202

2

,

GeoJunxion

held

€

953,000

in cash

and

cash

equivalents

.

As

a re

sult

of

the positive

cash

flow

during

the accou

nting year

2021

-

22, the balance

increased by €131.000

compared to the balance per 30 June 2021

(€

822,000

).

Investmen

ts

The

to

tal

investme

nt

in

intan

gible

assets

amount

ed

to

€

53

3.000

in

2021-22

,

while

in

the

1

2

month

in

2

020-21

the

investment

was

€

423.000.

Investments

in

property,

plant

and

equipment

in

202

1-22

amounted

to €2

8.000

.

This

investment

rela

ted

primarily to computer hardware such as laptops and servers.

Rese

arc

h

an

d

dev

elo

pme

nt

Research

and

development

play

an

important

role

within

the

company

business

and,

in

202

1-22,

we

continued

to

focus

ou

r

resources on creating new and innovative

products. Some of our R&D activities qualify

for government grants in the Netherland

s

(WBSO)

.

In

the

accounting

y

ear

2021

-22

we

received

WBSO

grants

for

an

amount

of

€

78.000.

During

the

1

8

months

period

in

2020

-21 the grant amounted to

€146.0

00. In 2022-23, we will continue to invest in R&D to further expand our product portfolio.

15

Pers

onnel

and orga

nis

ation

The average number of

FTE

s for the 12-months period in 2021-22 was 17.9. For the 18-months period in

2020

-

21

we had 1

7.

2

FTEs

.

Risk

ma

na

geme

nt

General

The Management

Board is re

sponsible for

th

e pro

per functioning

of the

internal risk

m

anagement and

control

systems inc

luding

developing the strategy

and

budget.

Every

m

onth,

a

detailed

closing

of

the

accounts

is

performed

for

all

entities

in

the

group.

En

tity

accounts

are

s

ubsequently

consolidated

at

group

level.

Transaction

level

accounting

activities

are

done

by

a

finance

admin

pe

rson.

This

includes

processing

of

sales invoices, pu

rchase invoices, expense notes, payroll accoun

ting and bank transactions. Invoices re

ceived are reviewed

and

signed

off

by

the

h

ead

of

the

department re

sponsible

for

the expense

before

they

can

be

selected f

o

r

payment.

All

payments

are reviewed

and approved by the

CFO

before being pro

cessed in

the banking system

. The monthly cl

osing activities, s

uch

as

cost

accruals,

pro

ject

status

reviews,

revenue

accruals,

d

epreciation

&

amortisation,

FX

revaluation

and

the

month

ly

consolidation are handled

by

the CFO.

The

reported

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 late

st forecasts and the previous yea

rs

’ result

s. Differences are analysed,

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

GeoJunxion h

as im

plemented

internal ri

sk

management

and

control

systems

to

manage t

h

e r

i

sks

effectively

and

e

fficiently.

This

is

to

provide

rea

sonable

assurance

that

its

o

bjectives

can

be

met.

Policies,

procedures

,

training

and

company

c

ulture

ensure

that

e

mployees

understand

their

role

in

the

risk

and

control

systems.

Fraud

r

isk

prevention

starts

with

the

identificatio

n

of

potential

internal

and

external

risk

sc

enarios.

Relevant

mitigating

controls

are

mapped

to

fraud

risk

scenarios.

There

are

governance measures,

such a

s oversight b

y the Management

Board and

the Supervisory

Board. The

com

pany al

so has

a

code

of

conduct

in p

lace as

well

as

a

whistle-blower p

olicy. Fu

rthermore, a

range

of

detective c

ontrols

are in

place

a

t process

level,

such a

s system

of monitoring,

reconciliation and rev

iew. Whe

n fraud

is suspected,

a

d

etailed int

ernal inve

stigation i

s 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 wi

ll be entirely prev

ented. Although there i

s always room

for im

provement,

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 f

ailings

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

s

tates

the

material

risk

s

and

uncertainties

relevant

to

the

company’s

expected

business

continuity,

for

twelve

months after the preparation of the report.

Risks and u

ncertainties

Like all companies,

GeoJunxion is exposed to

commercial, technical and financial

r

isks inherent to

doing business.

In addition

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

•

65%

of

the

revenue

generated

in

2021-22

(20

20

-

21

56

%)

was

ge

nerated

with

customers

invoiced

in

USD.

This

percentage

significantly

i

ncreased

as

a

result

of

the

ongoing

s

uccess

of

the

location

intelligence

services

and

the

increase in recurring service contracts. A significant portion of this revenue was generated with one major customer.

•

In

general,

n

ew

customers

have

to

adjus

t

their

software p

latforms,

applications

and

technological

environments

i

n

order

to

integrate

m

ap

data

or

a

dditional

data layers

from a

new

supplier.

This

i

nitial

extra

investment

can

mean

a

l

onger

lead

time

and

sales process;

it

is

also a potential barrier

to

closing the sale.

•

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

and

content s

ources

and

technology

from

third

parties

which,

if

l

imited, c

ould

have

a

negative

impact

on

GeoJunxion

products.

•

GeoJunxion

operates

in

a

v

ery

dynamic,

competitive

and

innovative

market

which

requires

continuous

i

nvestment,

development

and

organisational

adjustment to

keep

abreast (a

nd

ahead

of) industry

trends.

Any

shortcomings in

this

regard could have a substantially negative effect

on

the business and the

company’s

financial position.

•

Within

this

m

arket,

there

are

parties

with

more

financial

and

technical

means,

greater

map

coverage

and

la

rger

workforces

than

GeoJunxion

-

they

are

therefore

potentially

better

placed

to

capitalise

on

trending

business

16

opportunities.

However,

flexibility,

ad

aptability

and

cost

sensitivity,

as

wel

l

as

a

strong

attitude

i

n

building

l

ong

-term

partnerships

more

than

simple

customer

-supplier

relationships

are

distinctive

c

haracteristics

of

GeoJunxion

that

are

not common to other bigger players.

•

The

availability of

free

or

low

-cost m

aps and

data

may

lead to

pressu

re on

the

earning c

apacity

of

GeoJunxion maps

and

technologies.

•

In

our

market,

it

is

vital

to

pr

otect

GeoJunxion

intellectual

property

rights

and

remain

carefully

compliant

w

i

th

the

provisions of others. Any claims o

f infringement on the intellectual property rights of others could result in GeoJunxion

paying

damages

which

would

have

a

negative

im

pact

on

o

ur

fi

nancial

position

and

potentially

lead

to

a

reduction

in

coverage.

•

GeoJunxion

is

working

with organisations

which

generally demand

strict

secrecy

and c

onfidentiality and

any

violation

could mean payment

of

damages

and

the loss

of

significant customers.

•

Unforeseen

disruptions

to

business

operations

and

disasters

c

ould

damage

GeoJu

nxion,

poten

tially

leading

to

delay

and

discontinuation

of

services

or

the loss

of

crit

ical assets such

as

systems, maps and data.

•

COVID-

19

has p

resented a significant challenge

to

th

e global economy,

with certain businesses

and

industries forced

to

close

or

find

alternative business models. GeoJunxion has been affected

too, as certain products directed at trave

l,

tourism

and

event

s

have

developed

more

slowly

than

anti

cipated.

Further

resurgence

of

other

Covid

strains

and

government measures preventin

g its’

spread

could potentially

result

in

addition

al delays or n

egative business impact

s.

•

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

th

e

supply

chain

,

initially

caused

by

Covid-19

rel

ated

restrictions

and

s

ubsequently

by

th

e

war

in

Ukraine,

pushed

up

prices

for

ene

rgy,

raw

m

aterials

and

other

goods

;

as

a

result,

inflation

started

raising.

This

put

s

also pressure on salaries of employees, potentially resulting in higher costs for the company.

Risk-manage

ment of finan

cial instruments

The use

of financial

in

struments

arises

from G

eoJunxion

operating act

ivities and

they include

c

ash, tr

a

de a

nd

other receivables,

plus

trade

and

other

payables.

GeoJunxion’s

policy

regarding

material

amounts

in

foreign

currencies,

is,

when

desirable,

to

make

use

of

derivative

financial

instrumen

ts

to

hedge

po

tential

risks

relating

to

these

financial

instruments.

Th

e

use

of

these

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

Credit risk

Credit

r

isk

arises

primarily

fro

m

d

ebtors.

GeoJunxion

has

a

debtor

portfolio

of

creditworthy

c

ustomers

spread

over

va

rious

regions

and

indust

ries.

All

si

gnificant

sales

contracts

are

relating

to

s

olid

entities.

The

write

-downs

on

debtors

in

recent

years

have been minimal. We therefore consider the credit risk is a

dequately managed and controlled

.

Liquidity risk

At year-end, GeoJunxion held total cash balances of

€953.000. Per

30 June 2021 the cash balance amounted to

€822,000.

To

secure

its

ability

to

p

ay

the

company’s

liabilities,

GeoJunxion

entered

into

a

convertible l

oan

of

€

1,150,000

on

4

Fe

brua

ry

2020. This convertible loan, provided by a grou

p of investors, bears an

interest rate of 9% p.a. (of which

3% is paid in cash and

6% is

paid i

n 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 lo

an has

a

maturity date

of

3

August 2023.

At the

maturity date

and at th

e choice

of the lenders,

the loan

can be settled (i) by the conve

rsion of (the initial principal amount + cumulative PIK interests) into newly issued ordinar

y shares

of

GeoJ

u

nxion

NV,

using

a

conversion

ra

te

of

€

1.50,

or

(ii)

b

y

payment

in

cash

of

125

%

of

(the

initial

principal

amount

+

cumulative PIK interests).

The loan has a

r

enegotiation trigger: should the share price trade below €1,50 or the 60

-day movi

ng

average

share

price

be below

€

1,50

on

3 May

2023 (3

months prior

to

m

aturity),

the

conversion

rate

will

be r

enegotiated

in

good

faith.

Upon

a

change

of

c

ontrol,

th

e

loan

b

ecomes

due

immediately

.

The

loan

will

also

become

du

e

in

case

of

(i)

Euronext

to

initiate proceedings to delist and (ii) a new significant shareholder notification is received wi

th holdings >30%.

The

Company

relies

on

existing

and

new

orders

from

customers

to

meet

its

obligations.

Management

is

m

onitoring

and

managing the company’s liquidity on an on

-going basis.

Currency risk

The company po

licy aims to

conclude sales and p

urchase contracts in Euros.

However, this is not al

ways possible. In

2021-22

approximately

35

%

of the

total

revenues

(

2020-21,

approximately

44%

)

was

concluded

in

Euros.

Most

o

f

the

costs

th

e

company

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

During 2020-21 exposure to the Indian Rup

ia

was eliminated because of the liquidation of AND Data India Pvt Ltd.

For

b

usiness

co

ncluded

in

a

currency

other

tha

n

Euros,

the

company

a

ttempts

to

create

a

natu

ral

hedge,

by

procuring

in

the

same

currency

and

aligning

col

lection

and

payment

dates.

In

case

substantial

amounts

of

cas

h

are

received

in

a

foreign

currency,

funds are exchanged into Euros soon after receipt

, to limit the currenc

y risk.

When

substantial

contracts

in

foreign

currencies

are

closed,

the

company

assesses

to

what

extent

the

cash

flow

can

be

predict

ed

and

calculates its

net

exposure in

that

currency.

It assesses

the

vo

latility o

f the

underlying c

urrency a

nd decides

on

the use

of

17

hedging contracts to mitigate the currency risk.

Interest risk

The company

raised a

co

nvertible loan

i

n ear

ly 2020.

The interest on

the

loan is

fixed

for the

duration of the

loan.

The com

pany

also

has

an

interest-bearing

liability

to

the

tax

authorities.

This

liability i

s

interest

bearing s

ince J

anuary 202

2,

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

.

Listing risk

The

company

is

listed

on

the

Euronext

Amsterdam

regulated s

tock market

and

has

to meet

the

relevant

Dutch

legislation

and

the

ru

les

and

regulations

of

this

exchange.

Any

change

i

n

the

regulations

could

lead

to

additional

costs

or

other

un

foreseen

consequences. GeoJunxion is currently no

t

compliant with the requirement to

publish audited accounts and has therefore been

placed on the penalty bench by Euronext Amsterdam.

Please refer to note 6.44 Subseque

nt events.

Lega

l

risk

The c

ompany cu

rrently has no

ongoing legal

pr

oceedings or o

utstanding general o

r liability c

laims.

It should

be no

ted that

the

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

ESG r

ep

ortin

g

GeoJunxion

takes

its

corporate

responsibility

v

ery

serious

ly

.

It

all

b

oils

down

to

“respect”

:

Treat

our

environment

with

respect

,

by

not

using

more

of

its

resources

than

necessary.

Be

respectful

to

people,

not

j

ust

our

own

s

taff,

but

also

our

customers,

suppliers

,

shareholders,

s

takeholders

and

other

contacts.

Be

respectful

for

the

legislative

and

corporate

governance

environment in which we operate.

Our

mission

statement

i

s

ou

r

guid

eline

on

the

direction

we

take

and

goal

we

aspire

to

achieve

:

To

create

and

deliver

ma

rket

leading,

relevant,

i

nnovative,

and

tailored

location

-aware

content,

which

fosters

a

safer

and

m

ore

sustainable

world.

“With

respect” defines the road

we plan to take towards

our

goals.

Envir

on

men

tal

Reducing th

e environmental

impact

of our

operations

starts

with

identifying its

sources

and

reporting

on

them. During

2021-22

we

have

taken

our

first

steps

in

this

process

,

by

participating

in

the

“CO2

prestatieladder”

,

a

nd

s

tarting

to

collect

da

ta

on

the

reference period.

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 purchase

d

electricity, office heating and cooling.

•

Scope 3 focuses o

n all other indirect emissions

that

occur in a c

ompany’s value chain.

This scope includes emissions

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

We

have

not

completed

the

process

of

measuring

our

c

omplete

impact

to

the

environment

to

date,

but

a

re

actively

tak

ing

decisions to reduce our scope

1

emissions:

GeoJunxion has a strong focus on its day

-

to

-day operations to improve road safety and co

ntribute to a more sustainable world.

For

example,

our

Hig

h

Alert

Zones

data

suite

and

in

particular

the

Eco

Alert

Zo

nes,

enable

transport

&

logistics

companies

to

plan

ro

utes

and

us

e

vehicle

fleets

more

eff

iciently

and

e

ffectively.

The

Safety

Alert

Zo

nes

product

alerts

drivers

to

acciden

t

prone

areas,

bridges

or

tunne

ls

which

can

be

slippery

under

certain

weather

conditions.

School

Safe

ty

Zo

nes

can

prevent

serious

accidents in proximity to schools and kindergartens when high density of v

ulnerable pedestrians is present during the day.

GeoJunxion’s

day

to

day

operation

s

have

a

relatively

small

c

arbon

footprint:

All

activities

are

digital

in

na

ture

with

no

physical

parts

r

equiring

shipment.

Our

sta

ff

continued

to

wor

k

from

home,

during

3

to

4

days

per

week

for

most

of

the

2021-

202

2

accounting year, thereby eliminating time spent

in

commuting

and

reducing emissions when travelling by car.

Our

sales

te

ams

have

learnt

to

connect

and

effectively

communicate

with

customers

and

prospects

u

sing

online

tools.

All

our

Supervisory

Board

meetings

during

2021-

22

were

held

usi

ng

online

tools

.

The

sha

reholders

meeting

in

November

2021

was

done

online. We have learnt lessons from the lock down and will continue to us

e a hybrid working model, balancing home

- and

office-based activities.

GeoJunxion

fully

c

overs

cost

for

commuting

to

work

using

public

transportation

and

thereby

motivates

its

employees

t

o

select

this mode of transport rather than

driving individual cars

.

Already in 2020, employees with

a lease car were r

equested to switch

to

an electric

vehicle at

the

end

of

the le

ase term.

We a

re proud

to state

that

during the

full

accounting year

20

21

-22,

all lease

cars were 100% battery electrical vehicles

.

18

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

Socia

l

Diversity

and

in

clusion

are

at

th

e

core

of

our

culture.

Hav

ing

a

diverse

workforce

helps

us

delivering

a

better

product

for

our

customers.

GeoJunxion

executes

a

broad

range

of

projec

ts,

researching

,

harmonizing,

and

structurin

g

data

from

different

countries

across

the

globe.

Local

knowledge

,

diversity

in

language

skills

,

in

ethnicity,

religion

and

cultural

backgrounds

ma

ke

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

At

GeoJunxion,

diversity

is

no

t j

ust

a

p

lan

or

an

aspiration.

It

i

s

reality

today

:

per

3

0

September

2022,

the

team

of

employees

and long

-term contractors

consists of

25 persons.

This

covers 15

different nationalities

, originating

from 5

different continents

.

Of th

ese 25

persons, 30%

is

female.

Salaries are e

qual for mal

e and

female employees

in similar ro

les

and

experience levels

.

In

our

extended

leadership

team

,

we

have

2

female

members

(

40

%).

In

our

Management

Board

and

Supe

rvisory

Board

however,

the

re

are

no

female

re

presentatives

to

date.

Our

aspi

ration i

s

to

add

o

ne

female

Supervisory

Board

m

ember a

t

the

next rotation of members.

In

July

2022

we

issued a

p

olicy

on

Inclusion,

Equality

and

Diversity.

Our aim

is

to

ensure

that

all e

mployees, c

ontractors

and

job applicants

are given

equal opportuni

ty and that

our organisation

is representative of

all sections of s

ociety. Each employe

e

or

c

ontractor

will

be

respected

,

valued

and

enabled

to

give

their

best

as

a

result.

This

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

the

company’s

website.

GeoJunxion has valued diversity, integra

tion and investment in social

responsibility for years. We are committed to offering our

daily

contribution towards a

better and m

ore sustainable work

environment.

For

this reason,

the company ha

s applied

for PSO

certification

in

2020.

PSO

is

the

Dutch

a

b

breviation

for

“Pres

tatieladder

Socia

le

r

Ondernemen

”

,

Performance

ladder

Social

Entrepreneurship.

In

Ju

ly

2022

we

achieved

Level

2

PSO

certification,

as

one

of

the

first

publicly

listed

organizations

in

the

Netherlands

.

Within the fr

amework of Cor

porate Social Res

ponsibility (CSR),

more and more

org

anizations and

governments

attach

importance

to

creating

more

empl

oyment

opportunities

for

peopl

e

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

m

easures.

TNO

an

d

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 e

ntrepreneurship.

Cor

porate

General

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.

Its’

two

-tier

management structure

has

a

Management Board

and

a

s

eparate

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

Dutch

Corporate

Gove

rnance

Code

(‘the

Code’)

t

hat

the

company

is

a

long-term

form

of

c

ollaboration

between

the

various

parties.

They

recognise

their

integral

responsibility

for

correctly

balancing

all

interests

whilst

safeguarding

c

ontinuity

of

the

business.

The

a

im

of

the

company

i

s

to

create long-

te

rm shareholder value.

GeoJunxion believes that the details of the Code do not a

lways account for the size of the

company but endorses its’ principl

es

19

and associated b

est practice provisions.

GeoJunxion has

taken note

of the updated

Code of December 2016,

which came i

nto

force

on

1

January

2017 -

and

carefully

and

thoroughly a

ssessed

the a

mendments.

Any

departures

from

the

Code

are

discussed

below.

The

following

documents

are

available

in

Dutch

an

d/or

English

on

GeoJunxion’s

website

at

the

Investor

Information

and

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);

Managemen

t Board

The Management

Board

i

s ent

rusted with

and

represents

th

e

c

ompany. It

is

responsible f

or the

a

chievement of

targets, strategy

and policies; financing;

development of the re

sults; and Corporate So

cial Responsibility. In

addition, it is r

esponsible for

internal

risk

management

and

control

systems

re

lated

to

business

activities;

and

for

c

ompliance

with

all

relevant

legislation

and

regulations. It submits a

ll information to

the Supervisory

Board in due

time and is

accountable to t

he Supervisory Board

and

the

General Meeting of Shareholders.

In

accordance

wit

h

the Arti

cles

of

Association,

certain

Mana

gement

Board

decisions

are subject

to

th

e

approval

of

the

Supervisory Board and the General Meeting of Shareholders.

The

Mana

gement

Board

determines,

with

the

ap

proval

of

the

Supervisory

Board,

what

portio

n

of

profit

will

be

reserved.

The

remaining

profit is

at

the

disposal of

the

General Meeting

of Share

holders. The

dividend

policy

is set

out on

page

seven o

f t

he

annual report.

By

virtue

of

its

designation

by

the

General

Meeting

of

Shareholders

and

with

t

he

approval

of

the

Supervisory

Board,

the

Management

Board

is

a

uthorised

to

issue

shares

a

nd

to

limit

or

excl

ude

the

shareholders’

preferential

subscription

right.

Thi

s

designation is requested at the General Meeting of Shareholders and is always valid for

a maximum period of five years.

Among other thing

s, the Management

Board needs

the appr

oval of the Su

p

ervisory Board

to enter into or

te

rminate a

l

ong

-term

relationship of

major importanc

e to the

c

ompany; to

participate

in the

capital of

other companies; and to undertake

in

vestments,

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

Superviso

ry Board

The task of

the Supervisory

Board i

s to superv

ise the Management B

o

ard and

GeoJunxion’s

general course o

f business. It

also

advises

the M

anagement

Board.

Supervisory

Board

members

operate

with

GeoJunxion

an

d

stakeholder

interests i

n

mind,

whil

st

also taking into account the relevant Corporate Social Responsibility issues.

The Supervisory

Board

consists of

at

least two

m

embers with the

n

umber det

ermined by

th

e

Su

pervisory Board

itself.

Given the

size

of

the

Board,

there

are

no

separate

audit,

remuneration,

selection

and

appointment

committees.

The

tasks

of

these

committees are instead undertaken by the Supervisory Board as a who

le.

General Me

eting of Shareholde

rs

The

powers

of

the

Gen

eral

Meeting

of

Shareholders

are

stipulated

in

legislation

and

Artic

les

of

Association

an

d

can

be

summarised as follows:

•

Approval of decisions which would cause a major change to the identity or cha

racter 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

d

ischarge

of

the

m

embers

of

the

M

anagemen

t

and

Su

pervisory

Boards

•

Approval of profit appropriation

•

Authorisation

to

acquire

the

company’s

own

shares,

to

issue

shares

(or

to

grant

rights

to

acqui

re

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

20

The following matters are also discussed within the General Meeting of Shareholder

s:

•

The GeoJunxion Annual Report

•

Changes to the reserves and dividend policy

•

Changes to the Corporate Governance structure

A

General

Meeting

of

Shareholders

is

held

once

a

year,

no

late

r

than

six

months

from

the

end

of

the

pre

vious

financial

y

ear.

Extraordinary

General

Meetings

are

held

as

frequently

as

deemed

n

ecessary

by

the

Supervisory

Board

or

the

Management

Board. All notices of the General Meeting of Shareholders will

be published on the company website.

Code o

f Conduct

A

code

of

conduct

is

in

place

for

the

members

of

the

Supervisory

Board,

the

Management

Board

and

all

employees.

This

includes

ru

les

on insider trading,

independence, and

conflicts of

interest. New s

taff members receive a

training

on this c

ode of

conduct

,

with a specific emphasis on insider trading rules.

Over

the

past

accounting

yea

r,

no

violations

o

r

infringements

of

the

c

ode

h

ave

been

reported.

There

h

ave

been

no

cases

of

conflict

of

interest.

The

whistle

blowing

channel

did

not

re

port

any

cases

of

suspected

m

isconduct

or

m

isuse

of

company

property.

Deviation

s from the best practice

provisions of the

Corporate Governance Code

GeoJunxion

N.V.

fully

endorses

the

p

rinciples

of

the

Code,

the

company

h

owever

deviates

from

the

following

best

practi

ce

provisions:

Prin

ciple

1.3: Int

erna

l Aud

it Funct

ion:

1.3.1 The

management board both

appoints and dismisses the

senior

in

ternal auditor. Bo

th 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 comm

ittee.

1.3.2 The management board should assess the way in

which the internal audit function fulfils its responsibility annually, taking int

o 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

a

nd

the

external

auditor in

this process.

T

he audit

plan should be

submitted to

the

management

board, and t

h

en 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

th

e

external

auditor.

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

the internal audit functio

n.

1.3.5.0

The

internal

audit

function

should

report

its

audit

results

to

the

management

board

and

the

essence

of

its

audit

results

t

o

the

audit

committee and should inform the external auditor.

1.3.5.i

The

research

fin

dings

o

f

th

e

internal

au

dit

function

sh

ould,

at

least,

include

[

…

]

any

flaws

in

th

e

ef

fectiveness

of

the

interna

l

risk

management and control systems;

1.3.5.ii The research findings of t

he 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

T

he

research

findings

of

the

internal

a

udit

fu

n

ction

should,

at

least,

in

clude

[

…

]

any

failings

in

the

follow-

up

o

f

recommendations

made by the internal audit function.

Substantive explanation of the departure

Given

the

l

imited

size

of

GeoJunxion,

the

small

number

of

people

involved

i

n

its’

administra

tive

processes

and

the

limited

number

of

transactions,

no

internal

audit

function

has

been

established.

Howe

ver,

th

e

Management

Board

is

directly

involved

in

the

approval

of

a

ll

k

ey

transactions

,

in

the

monthly

closing

and

reporting

process.

The

Supervisor

y

Board

regularly

reviews

and

discusses reported results during its meetings.

GeoJunxion will install a

n internal audit function when appropriate based

on the

growth of its’ size and complexity of the

transactions.

Prin

ciple

1.

5: Extern

al Aud

it

or

:

1.5.1.i Among other things, the supervisory board focuses on monitoring the management board with regard to rel

ations with, a

nd

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 committ

ee 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.

21

Substantive explanation of the departure

Given

the

l

imited

size

of

GeoJunxion,

the

small

number

of

people

involved

i

n

its’

administrative

processes

and

the

limited

n

umber

of

transactio

ns,

no

internal

audit

function

has

been established.

All

a

vailable

PIE/OOB

l

icensed

external

auditors

in

the

Netherlands

have

re

fused

to

provide

their

a

uditing

services

to

GeoJ

unxion

.

As

a

result

of

thi

s

refu

sal,

GeoJunxion

has

be

en

unable

to

nominate

an

external

auditor.

In

line

wit

h

the

size

of

the

Supervisory

Board,

GeoJunxion

does

not

have

a

separate

audit

committee.

The

full

Supervisory

Board

acts

a

s

the

audit

committee.

The

CFO

attends

all

meetings

of

the

S

upervisory

Board.

Prin

ciple

2

.1.5

an

d

2.1

.6:

Dive

rsity

poli

cy:

2.

1.5 The

supervisory board

draws up

a diversity

po

licy

for t

he composition

o

f t

h

e

management

board,

the

supervisory

directors

and,

if

resent,

the

executive

committee.

The

policy examines

the

con

crete

objectives regardi

ng

diversity

and t

he

aspects of

diversity

relevan

t

to th

e

company,

such as nationality, age, gender and educational background and p

rofessional experience.

2.1.6.i If the composition of the management board and the supervisory board diverges from the tar

gets stipulated in the

company

’

s

diversity policy and/or the statutory target for the male/female ratio, if and to the extent that this i

s provided under or p

ursuant 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

o

nly on

e

part of

diversity

and

fu

ture employees

will

contin

ue

to

be

selected

based

on

specific

experience, b

ackgrounds, skills,

knowledge a

nd insights.

More

details

on this

topic

are

included in

the

ESG section,

under the

sub-section

Social.

GeoJunxion

has

fo

rmalised

a

diversity

policy

in

July

2

022.

The

document

has

been

publ

ished

on

the

company’s website.

Principle

3.4:

Accountability

for

implementation

of

remuneration

policy:

Resolved; a remuneration report has been prepared and is included in the 2021

-22 Annual Accounts.

Principle

4.3.3

Cancelling

the

b

inding

nature

of

a

nomination

or

dismissal:

The general meeting o

f a non-structured co

mpany may pass a resolution to

remove the binding nature of a

nomination for the appo

intment

of a d

irector or supervisory director and

/or a resolution to

resign

from a director

or supervisory director by an

absolute majority of

the votes

cast. This

majo

rity m

ay be

required to

hold a

certain portion

of the

issued capital represents,

which p

art is

not set

higher than

one thir

d

. If

this

section

at

the

meeting

is

not

represented,

but

a

n

absolute

majority

of

the

votes

cast

pa

sses

the

resolu

tion

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

a

bsolute

majority

of

votes,

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

Substantive explanation of the departure

GeoJunxion

values

the

c

ontinuity

of

the

Management

Board a

nd

the

Supervisory

Board

and

wants

to

p

rotect i

ts

shareholders

from

potential

quick

changes.

Therefore,

GeoJunxion

m

aintains

requirement

from

the

Articles

of

Association

for

two

-thirds

representation

in

case

of

a

decision

to

dismiss

or

appoint

a

di

rector

or

supervisory

director

an

d/or

a

decision

regarding

the

resignation of a director or supervisory director.

Internal insid

er trading rules

The

GeoJunxion

N.V.

Management B

o

ard

has for

mulated

a

set

of

rules

regarding pr

ice

-sensitive

information.

Under these

rules,

any

GeoJunxion

employee

in

possession

of

information

that

may

reasonably

be

expected

t

o

influence

the

price

of

securities,

may

not

engage in

transactions

in

GeoJunxion

securities or

recommend

a

third party

to

engage

in trans

actions in

GeoJunxion

securities.

It

is

also

fo

rbidden

to

c

ommunicate

price

-sensitive

i

nformation

to

a

th

ird

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.

Takeover gu

idelines

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

Cap

ital

stru

ctur

e

The capital structure is indicated

on

page 7

Chapter “GeoJunxion Shares”

of this Annual Report.

Disc

losur

e

of

majo

r ho

lding

s

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

th

e

Supervisory

Board

and

Management

Board

The numbe

r of Management

and Supervisory

Board memb

ers are

determined by

the Supervisory

Board. The latter

must have

at least two members.

Members of

the Management

and Supervisory

Boards are

appointed and

d

ismissed

by the

General Meeting

of

Sh

areholders

on

the basis of

a ti

mely (within

three months) a

nd binding nomination by

a

t lea

st two peopl

e. The Gener

al Meeting

may rescind

the

22

binding

nature

of

that

nomination

with

a

v

ote

p

assed

by

at

least

two

-thirds

of

cast

votes

representing

at

least

half

the

issued

capital.

Ame

ndm

ent

of

Ar

tic

les

of

Associa

tion

A

decision

to

amend

the

Articles

of

Association

or

to

dissolve

GeoJunxion

may

be

take

n

by

the

General

Meeting

only

upon

a

proposal by the Management Board approved by the Superv

isory Board.

Manage

ment

Boar

d Power

s

The

Man

ageme

nt

Boar

d

pow

ers

are

stated

i

n

the

M

anage

ment

Board

s

ection

i

n t

his

ch

apter.

On

19

M

ay

2020,

t

he

Ge

neral

Meeti

ng

gave

the

Board

a

mandate

to

issue

shares

to

allow

the

convers

ion

of

the

l

oan,

fo

r

the

duration

of

the

loan

and

up

to

700.401

shares.

At the s

ame time, th

e General

Meeting gave the

Board a

mandate to issue

shares up

to 2

0% of

the issued

sh

are

capital to

raise

funding for

investment, merger

s and

acquisition activities.

Payment

upon

termination

of

employment

contract

p

ursuant

to

a

public

bid

There are

no specific

clauses i

n employment

c

ontracts

or

Management Board

contracts that

req

uire pay

ment in

case

of

a p

ublic

bid.

Pay

men

t

or

o

bliga

tion

s

in

case

of

a

pub

lic

of

fer

In the

event of a c

hange of control, Management

Board and employee

the Share

Options vest immediately. Th

e one

-year hold

period for the Management Board share option plan does not

apply in this situation.

Corporate

Governance Decla

ration

This

declaration

is

included

pursuant

to

Article

2a

of

the

Decree:

further

stipula

tions

regar

ding

the

content

of

annual

reports

dated

1 J

anuary 2017

(hereafter

the

‘Decree’).

For

the statements

in

this

declaration as

understood

in

Articles

3, 3

a a

nd 3b

of

the

Decree,

please

see

the

relevant

s

ections

of

this

annual

report.

The

following

should

be

u

nderstood

to

be

inserts

to,

and

repetitions of, those statements:

•

Compliance with the provisions and best practice principles of the Code (pag

e 1

8-22

‘Corporate’).

•

The

most

important

characteristics

of

the

management

and

con

trol

systems

in

connection

with

the

Group’s

financial

reporting process (see page 15

‘Risk management’).

•

The functioning of the Shareholders’ Meetin

g and its primary authorities plus shareholders right

s and how they can be

exercised (page

18

-19

‘

Corporate

’

).

•

The

composition

and

functioni

ng

of

the

Management

Bo

ard

an

d

Supervisory

Board

(page

9,

page

19

‘Report

of

th

e

Management Board’, page

24

,

and page

26

-

27

‘Supervisory Board

Report

’).

•

The information concerning the disclosure of the infor

mation required by the Decree Art

icle 10 EU Takeover Directive,

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

21

under ‘Takeover Guidelines’).

Dividend p

roposa

l

Th

e

financial

results

for

the

accounting

year

202

1-

22

are

s

till

negative.

Therefore,

the

Management

bo

ard,

jointly

with

the

Supervisory Board, proposes

not

to

distribute

a

dividend

to

the

sh

areholders.

Outlook

The Septe

mber

economic o

utlook

in

Europe,

according

to the

ECB, show

ed

a mixed

picture, stating

following:

“

In

spite of

better-

than-expected

economic

growth

in

the

first

h

alf

of

2022,

the

effects

of

the

reopenin

g

of

the

economy

and

a

strong

rebound

in

tourism,

the

economic

c

onsequences

of

the

war

in

Ukraine

continue

to

unfold

and

darken

the

outlook

fo

r

the

euro

area

economy

whi

le

pushing

up

inflationary

pressures

further

.

…

Although

supply

bottlenecks

h

ave

recently

eased

somewhat

faster than

had been

e

xpected, the

y are

still weighi

ng on

activity a

nd are

assumed to

dissipate

o

nly

gradually. Over

the medi

um

term as the energy market rebalances, unc

ertainty declines, supply bottlenecks ar

e resolved and real incomes impr

ove, growth

is

expected

to

rebound,

despite

less

favourable

fin

ancing

conditions.

The

labour

market

is

e

xpected

to

weaken

following

the

slowdown in economic activity, though remaining overall rather resilient.

Inflation continues

to surge on

the

back

of further

large supply shoc

ks, which are

fe

eding th

rough to consumer

p

rices at a

fa

s

ter

pace

tha

n

in

th

e

past.

Headline

HICP

inflation

is

expected

to

stay

above

9

%

fo

r

the

rest

of

2022

o

wing

to

e

xtremely

elevated

energy and

food commodity

prices,

as

we

ll a

s upward

pressures from

the reopening

of

the

economy, su

pply s

hortages and

tight

labour markets.

”

Despite the uncertainty

pi

ctured by

th

e ECB,

GeoJunxion expects to

s

ee its to

p line

to continue grow

ing by

25 to 30%

year over

year.

This expectation is

built on

orde

rs booked i

n the

first quarter

of 2022-

23

a

nd a s

olid pipeline of

opportunities.

As a res

ult

of

in

flationary

pressure

and

growing

sta

ff

costs

t

o

de

liver

the

revenue,

we

e

xpect

our

cost

base

to

i

ncrease

by

5

to

10%

.

GeoJunxion

is

reasonably

confident

to

convert

the

above

-mentioned

guidance

in

positive

EBITDA

and

EBIT

at

break-even,

or

close to that. On this basis, cash flow is, once again,

expected to be positive for the accounting year 2022-

23.

23

Management

declaration

Repo

rt pu

rsua

nt

to Se

ction

5:2

5c of

the

Fina

ncia

l Sup

erv

ision

Act in

the

Neth

erla

nds

In

the opinio

n of

the

Management

Board, the

202

1-22

financial s

tatements of

GeoJunxion N.V.

gi

ve a

true

and

fair view

of

the

asset

s,

liabi

litie

s,

financial

position

and

profit

of

GeoJunxion

N.V.

and

its

consolidated

companies.

The

2021-22

annual

report

gives

a true

and

f

air

view of

the financial position

as

of 30

June 2022 and the

course of events during 2021-

22

of

GeoJu

nxion

N.V.

a

nd

its

consolidated

companies,

whose

de

tails

are

included

in

the

financial

statements.

Th

e

si

gnificant

risks GeoJunxion N.V. faces are

described

in

this

annual rep

ort.

Capelle aan

den

IJ

ssel, 27

Octobe

r

202

2

Management B

oard

Ivo

Vleeschouwe

rs, CEO/CF

O

Frances

co Altam

ura, CB

O

24

Supervisory

Bo

ard

Report

Introduction

We

have pl

easur

e

in

presenti

ng

the GeoJu

nxion

NV

An

nual R

eport cov

ering t

he acc

ounting

year

from 1 J

uly 2021 t

o 30 Ju

ne 2022.

Supervi

sory Board Memb

ers

GeoJunxi

on’s

Supervis

ory

Boa

rd

cons

ists

of

three

m

embers

.

Memb

ers

are

appoint

ed

for

a

peri

od

of

4

yea

rs

and

c

an

be

reapp

ointe

d

twice

for anothe

r perio

d of 4 yea

rs. Aft

er a term of

tw

elve y

ears, memb

ers c

annot be

reappoint

ed.

Short bi

ograp

hies of th

e mem

bers of

the Supe

rvisory Bo

ard as

well a

s of the mem

bers of

the Ma

nageme

nt Boar

d can be fo

und in thi

s Ann

ual Repo

rt.

The Su

pervis

ory

Board

ove

rsees

the

Manage

ment

Board

in th

e

way

it ex

ecutes

its

strategic

objec

tives

and o

peratio

ns.

It dis

cusses

the

strategy

and the associat

ed risks

and supports the Ma

nageme

nt Board by prov

iding advi

ce. It acts in the interes

t of the compa

ny and all

stakehol

ders:

employe

es, share

holders

, cust

omers and ot

her int

erested

parties.

Meetings and

Attendanc

e

During the

year, the

S

uperviso

ry

Boa

rd

h

ad

9

m

eetings via

t

eleconfe

rence. These

cov

ered topics

around strategy, execution,

c

o

mm

ercial

matters,

HR,

and

financ

e.

Att

endance

by

the

Supervis

ory

Boar

d

was

impact

ed

by

inc

idental

absenc

e

of

Mr

.

Fern

back

on

acc

ount

of

illness

and

co

nflicting

age

nda.

The

attendanc

e

s

tatist

ics

are:

Mr.

C.S.

M,

Molena

ar

-10

0%,

Mr.

B.L.

Glick

–

10

0%,

Mr.

S.

P.

Fernbac

k

44%. Th

e memb

ers ac

tively

partic

ipated in t

he meet

ings and

provi

ded valuable

input

and direct

ion to the

Mana

gement B

oard.

Strategic O

versight

Business r

eview a

nd financi

al oversight

In

eve

ry

s

upervis

ory

board

mee

ting,

th

e

M

anagem

ent

B

oard

provi

des

an

ov

erview

of

the

fi

nan

cial

performanc

e,

h

ow

t

his

compa

res

t

o

the

bud

get

and

to

last

yea

rs’

pe

rformance.

An

u

pdate

is

provided

on

th

e s

trate

gic

develo

pment

,

the

ma

rket

situati

on

an

d t

he

st

atus

of

the

pipeline

of

oppo

rtunities

.

The

t

opics

are

discus

sed

actively

and

o

penly.

Risk

s

and

oppo

rtunities

are

i

dentifie

d,

ev

aluate

d

an

d

subsequ

ent

s

teps

are

agreed

upon.

The

s

upervis

ory

bo

ard

membe

rs

provide

their

insight

and

advice

and

ensu

re

dec

isions

are

fu

ll

y

aligned

with the s

trategy a

nd obj

ectives

of the comp

any.

During t

he Fe

bruary

Supe

rvisory

Board m

eeting

, th

e sho

rt- and

medium

-term s

trategy

was

discus

sed,

evalu

ated,

agreed

upon,

and t

he

corporat

e

targets

deter

mined.

T

he

B

oard

has

ensur

ed

that

the

s

trategy

is

suf

ficiently

risk

balan

ced

and

focuses

on

c

reating

l

ong-

ter

m

value fo

r all stak

eholders

. The p

rogress

towards

target re

alisatio

n is review

ed, as

a minim

um, on

a quarte

rly basis

.

Corporat

e Res

ponsibility

The Supe

rvisory Boa

rd

fully s

upports and su

bscribes

the company

’s miss

ion statement:

“

To create and deliv

er mark

et leadin

g, relevant,

innovativ

e, and tail

ored loc

ation

-aw

are cont

ent, whic

h foste

rs a safe

r and mo

re sustain

able w

orld

”

.

Mon

itoring of int

ernal contro

ls

During eve

ry Supervisory B

oard meetin

g, updates we

re provide

d on the company’s

manageme

nt

rep

orting, occurr

ence of acco

unting or

regulato

ry

topic

s

an

d

its

st

atus

of

resolution.

The

sys

tem

of

internal

controls,

and

risk

man

ageme

nt

relat

ing

t

o

str

ategic,

f

inancial,

operatio

nal, com

mercial,

tax, c

ontrol and c

omplia

nce mat

ters w

ere disc

ussed

when

nee

ded. Th

e com

pany mo

nitors i

ts internal

contr

ols

through

a

sys

tematic

appro

ach

suppo

rted

by

to

ols

an

d

a

risk

mana

gement

proc

ess.

Due

t

o

t

he

limite

d

s

ize

of

th

e

com

pany

and

it

s

financial

departm

ent, th

e compa

ny does

not have

an int

ernal audit

team.

Policy an

d comp

liance revie

w

The Supervis

ory Board (SB) dis

cussed items on

fi

nancing, cas

h and foreign exchang

e risk and manage

ment. The SB has been updated

on

the

stat

us of ongoing tax filings,

en

tity structu

re simplificati

on and

the status of the liquidation

of the

India subsi

diary. Reg

ular updates

were

receiv

ed

on

compli

ance

pr

ograms

,

including

the

outc

ome

of

the

SE

O

rev

iew,

th

e

w

histle-

blower

repo

rting

(nothin

g

re

ported

),

th

e

creation

and public

ation of

an inc

lusion, eq

uality

and diversi

ty

statement.

External

Auditor

Due

to the

unavaila

bility

of

a PIE/

OOB licenc

ed ac

counta

nt an

d i

n the

hope that

an

accou

nting

year en

ding

in t

he summ

er pe

rio

d

might

be

helpful

i

n

engaging

on

e,

it

was

decided

in

Dec

embe

r 20

20 t

o

extend

the

previ

ous

acc

ounting

year

by

s

ix

months

(1

Jan

uary

202

0

–

30 June

2021). F

rom th

en on, fu

ture accou

nting y

ears will

be coverin

g 12 m

onths, fr

om 1 July

to 30 J

une the f

ollowin

g year.

As communicat

ed to the markets via several media releas

es, we have been unable to secure a PIE

/

OOB-lic

ensed audito

r for

the Annual

Report

2

019

and

su

bsequ

ent

years.

As

a

result

,

the

Annual

R

eport

w

as

produc

ed

by

compan

y

Manag

ement

but

without

t

he

norma

l

external

audit

process

.

The

Supe

rvisory

Bo

ard

has

focus

ed

on

ensu

ring

that

t

he

Acco

unts

we

re

dra

w

n

up

in

ac

cordance

with

all

applicabl

e laws a

nd reg

ulations

as well as

with pas

t pract

ices, whi

ch wer

e audited a

nd a

pproved

at the time.

Remuneration

The

Supe

rvisory Board

is r

espo

nsible for

det

ermini

ng

t

he

fixed and

s

hort

-term variable remunera

tion

of

t

h

e members of

the Manageme

nt

Board.

It also determi

nes the

lo

ng-te

rm remune

ration with the award of

sha

re options under the exist

ing share option plan.

M

ore details

can be f

ound in th

e r

emunerati

on repo

rt,

which is

an integral

part

of this

Supervisory B

oa

rd rep

ort.

25

Evaluation

The

Manag

ement

Bo

ard

w

as

ev

aluated

an

d

det

ermin

ed

to

be

performi

ng

at

a

high

level

a

nd

c

ertainly

me

eting

the

full

ex

pecta

tion

s

of

the Supe

rvisory Bo

ard

–

as ev

idence

d by the

improv

ement in fi

nancial r

esults

and the r

enewe

d growth of

th

e busines

s.

Ivo Vleesc

houwe

rs, w

ho had

been se

rving as

CFO,

was a

ppointed

CEO o

n 16

Ju

ne 202

1, comb

ining t

he two f

unctio

ns. Sepa

rately,

we

also

had

the

opp

ortunity

t

o

appoint

Franc

esco

Alt

amura

to

the

Man

ageme

nt

board

as

Chief

Busines

s

Officer,

respons

ibl

e

for

th

e

company

’s

sales,

marketin

g,

an

d

bus

iness

s

trategy.

The

Board

is

very

confident

that

this

team

will

lead

GeoJunxi

on

further

al

ong

its

already

es

tablished

s

uccess

ful

path.

This

has

been

p

roven

in

the

result

s

over

the

past

year

.

N

ot

only

revenu

es

s

howed

a

big

inc

rease,

but this

was accomp

anied by

a st

eep increas

e in the result

s. Ca

shflow has

been p

ositiv

e! Also

, the br

oadening

of the client

bas

e is v

ery

satisf

actory.

Evaluati

on

of

the

perfor

mance

of

the

Superviso

ry

Boar

d

:

Th

e

mem

bers

of

the

Sup

ervisory

B

oard

have

extens

ive

knowledge

about

mapping,

general m

anagem

ent and financi

al insight.

The excell

ent monthly

, In

-depth re

porting by

the Man

agement

Board en

ables

us to

cover an

d thorou

ghly disc

uss all

relevant t

opics

.

We feel

that this

is inst

rumental in

enabli

ng us to

do a goo

d job!

Financial

Statement

s

for account

ing year

2021-

22

The 20

21-22 t

urnov

er sh

owed a

consid

erable i

ncreas

e. Co

upled

with

a decre

ase i

n costs

, t

his res

ulted in

a m

arked i

mproveme

nt

in the

results.

T

he

positi

ve

c

ashflow

generat

ed

f

or

the

year

is

worth

m

entionin

g.

These

are

major

achiev

ements

,

whi

ch

st

rengthens

us

in

the

belief that

the com

pany is

on the right trac

k

. M

anageme

nt and st

aff deserv

e a big c

ompliment f

or

this

.

Special me

ntion shoul

d be mad

e

of the br

oadeni

ng of the c

lient

base.

COVID

-19

h

as

be

en

a

major

burden

f

or

ev

eryone

and

made

it

v

ery

diffi

cult

to

conduct

bus

iness

.

Despit

e

this,

mana

gement

and

staff

have

done

an

excell

ent

j

ob

i

n

dealin

g

with

t

hese

extr

aordinary

circums

tances

as

best

as

poss

ible.

W

e

th

ank

them

for

t

heir

efforts

an

d

commitme

nt.

This year

again atte

ntion was

given t

o the impair

ment tes

t on the c

ompany’s

intangibl

e assets

. This test

was c

arried out usin

g the sam

e

model

as

in

p

revious

y

ears,

updated

for

the

latest

mana

gement

estim

ates

regardi

ng

fut

ure

revenu

es,

cost

levels

and

cash

flows

.

No

impairm

ent

w

as

deemed

nec

essary.

W

e

t

hink

that

t

he

o

utcome

gives

,

t

o

t

he

best

of

our

knowledg

e,

a

fair

pictu

re

of

the

value

o

f

th

e

intangibl

es. It

shoul

d however be

m

ade clear

t

hat the

outcome

i

s

based on

estimat

es

which are,

by their

ve

ry

nature, subject

ive

and open

to consta

nt unc

ertainty

an

d cha

nge

. In

view of

the c

ontinuo

us imp

rovement

in Ge

oJunxion’s

pros

pects d

uring t

he pas

t accou

nting yea

r,

the Supe

rvisory B

oa

rd believ

ed there w

as no n

eed to r

e

-engage

the exte

rnal regist

ered valu

ator,

to updat

e the val

uation m

odel.

The Supervisory Board recomm

ends the General Meeting to

adopt the financial statements

covering 1 July 2021 to 30

June 2022. It also

invites

the

General

Meeti

ng

t

o

dis

charge

the

Managem

ent

Board

memb

ers

of

their

respons

ibilit

y

for

the

conduct

of

business

a

nd

the

Supervis

ory Boa

rd memb

ers’ su

pervision d

uring t

he afore

mentione

d period.

We

also thank

our sharehol

ders for

thei

r

c

ontinu

ed

support. We

are

very confident that

the company

i

s

on

t

he right

tr

ack and wi

ll

contin

ue

to show

a favour

able dev

elopment.

Capelle

aan de

n IJss

el,

27

Octobe

r 2022.

The Sup

ervisory

Board,

C.S.M.

Molenaa

r,

S.P. Fe

rnback,

B.J.

Glick

26

Remuneration report

The

Supervis

ory

Boa

rd

is

ple

ased

to

p

resent

this

rem

unerati

on

report.

It

is

intended

to

p

rovide

inc

reased

transp

arenc

y

into

the

remuner

ation

policy

for

t

he

Ma

nagem

ent

Board

sp

ecific

ally

and

company

wide

in

gener

al

terms.

It

furthe

r

prov

ides

an

ove

rview

of

the

impleme

ntation of

this polic

y in the

past ac

countin

g year.

Management Board

Remu

neration

Summary

(x

€ 1

.

000)

Fixed

remuneration

Short-term

Incentive

2021

-22 (12 months)

I. Vleeschouwers (CEO/CFO)

175.0

40.0

F. Altamura (CBO)

1

60

.

1

20.0

Total

33

5.

1

60.0

Fixed

r

emu

nera

tion

co

mpo

nent

The

S

up

ervis

ory

Board

is

resp

onsi

ble

for

th

e

det

erm

inati

on

of

th

e

re

mu

nerati

on

of

the

Mana

gem

ent

B

oar

d.

The

fi

xe

d

remu

nerat

ion com

pone

nt

ha

s

b

ee

n

d

eter

min

ed

ba

sed on

m

ark

et bench marki

ng, past practic

e

in

the com

pa

ny and

negot

iati

on

bet

ween

part

ies.

Shor

t-t

erm

inc

ent

ive co

mpo

nen

t

The

sho

rt-

t

erm

inc

entiv

e i

s l

inke

d dir

ectl

y to

t

he c

om

pany’

s f

inanci

al

perf

orm

ance.

Fou

r m

etric

s ar

e

co

nsi

dered

,

eac

h wi

th

an e

qual

wei

ghtin

g: Tot

al R

eve

nue,

Net

oper

atin

g ex

pe

nses,

Net

profi

t an

d Ca

sh fl

ow.

Targ

ets

are

set

at

the

st

art

o

f

t

he

p

eriod

a

nd

a

ctual

pr

ogr

ess

tow

ards

th

e

ta

rgets

is

m

onitor

ed

mo

nthly

or

bi

-

mont

hly

.

The

Sup

ervis

ory

Bo

ard

has

a di

scret

ion

ary

aut

hori

ty t

o

adju

st

the

ac

tual

aw

ard

ed

ince

ntiv

e,

cons

ide

ring

other

fac

tor

s, s

uc

h as

,

fo

r ex

ampl

e: or

der i

ntak

e or

pro

gress

in

buil

ding t

he

pipeli

ne of

opp

ortu

niti

es.

The

ma

nage

ment

board

me

mber

s

a

re

enti

tled

to

an

on

-

plan

sh

ort-t

erm

bo

nus

of

E

uro

50.

000

per

ye

ar,

provi

ded

that

al

l

agr

eed upo

n financ

ial tar

gets

are met in full

. For the calen

d

ar year 20

21 the SB a

warde

d 80% of the

on

-pla

n ince

ntiv

e. This

asse

ssme

nt

w

as

ba

sed

o

n

f

ina

ncial

tar

gets

achi

eved,

t

he

q

uality

of

the

pi

peli

ne

of

opportu

niti

es,

pro

gres

s

ma

de

in

th

e

subsi

diar

y str

uctur

e an

d t

he i

mplem

ent

atio

n of c

ost

contr

ol

meas

ure.

Lo

ng

-t

erm

ince

ntiv

es

As part of the Management Boards’ long

-term incentive plan, a Share Option p

lan is in place. This

plan has also been opened to

all

employees

and

c

ertain

long

-term

contractors.

Pursuant

to

this,

th

e

Management

Boa

rd

is

eligible

to

a

maximum

of

22,0

00

share

options per

annum.

The

award

is s

ubject to

specific

targets

and at

the

discretion

of the

Supervisory

Board.

The

i

ntent

of

this plan is to align th

e interest

of

the Ma

nage

ment

Board and e

mpl

oyee

s, wit

h the interes

t of the shareh

old

ers, in focus

sing

on l

ong

-term

valu

e c

reatio

n.

The

p

an

is

buil

t i

n

suc

h

a

way

th

at

parti

cipa

nt

ben

efit

fr

om

a

stabl

e

and

c

onsi

stent

i

ncre

ase

in

the

pr

ice

of

t

he

Ge

oJunx

io

n

shar

es.

Thi

s

i

s

achi

ev

ed

by

using

a

movin

g

av

era

ge

sh

are

pr

ice,

r

ather

t

han

a

s

pot

p

rice

of

t

he

Ge

oJu

nxio

n

sh

ares

a

nd

this both at the time of

awar

d and at

t

he time of vesting.

The strike

price of

the share

options

is

se

t

as the

average closing

s

hare

price

during

the

90

days

trading

period

preceding

the

award.

The

share

options

fo

r

the

Management

Board

have

an

average

vesting period of 2

,5 years and a h

old period after vesting

of one year.

For the

employee there is no h

old period after vesting.

At

the

time

of

vesting,

ordinary G

e

oJunxion

shares are

g

ranted t

o

th

e

holders

o

f

the

share

options wi

th

a

value

equal

to

the

difference

between the strike price, and the 90 days moving average s

hare price at the time of vesting.

Any

awarded,

but

not

yet

vested

share

options,

will

vest

in

the

event

of

a

Change

of

C

ontrol.

In

the

event

of

termination

of

employment or end of service to the company, awarded but not yet vested share option

s will be cancelled.

The first

award of stock opti

ons und

er the curre

nt plan was

done per July 202

0 and again in July 20

21 and

2022.

The statu

s

per 3

0 Se

pte

mber

20

22 of

out

sta

nding

shar

e o

ptio

ns is

as

follo

ws:

Share Options

–

as of 30 June 2022

CEO

CBO

Award per 1July 2020 (@ Euro 1.461)

22,000

-

Award per 1July 2021 (@ Euro 1.550)

22,000

11,000

Total

44,000

11,000

Share Options - movement after YE

Award per 1July 2022 (@ Euro 1.787)

22,000

Vested 1 July 2022 (@ Euro 1.787)

(5,500)

-

Total outstanding (as of 30 September 2022)

60,500

33,000

27

General R

emuneration

Policy

The

gener

al

R

em

une

rati

on

Pol

icy

provid

es

a

com

pany

-wi

de

fr

ame

work

for

re

sul

ts

-drive

n

re

mu

nerati

on,

s

up

porti

ve

to

the

achie

vem

ent

of

Geo

Junxi

on

’

s strat

egi

c obj

ecti

ves,

the

op

erati

onal

and f

ina

ncial

res

ults

, an

d th

e deli

very

of lo

ng

-ter

m val

ue

creati

on

for

s

har

ehol

ders

an

d

ot

her

sta

keh

older

s.

It

is

desi

gned

to

att

ract

young

tal

e

nt

an

d

t

o

ret

ain

o

ur

se

nior

st

aff.

The

com

pany

aim

s t

o pr

ovide

fai

r an

d c

om

petit

ive re

mu

nerati

on f

or all

em

ploy

ees

.

The

exte

nde

d

m

ana

gem

ent

tea

m

consi

sts

of

six

pers

ons

.

It

is

com

pos

ed

of

2

f

em

ale

a

nd

4

male

me

mbe

rs.

This

team

recei

ves

an

annual

perfor

manc

e

-b

ased

p

ay

ment,

w

hich

i

s

dep

end

ent

on

the

com

pa

ny’s

financ

ial

perform

anc

e

and

t

he

achie

vem

ent

of

indi

vidu

al

tar

gets,

whic

h

ar

e

dire

ctly

l

inked

t

o t

he

c

ritic

al

ope

rati

onal

go

als

an

d

obj

ectiv

es

of

the

c

ompa

ny.

The o

n-

plan

perf

orm

ance

-b

ased

pay

ment

vari

es b

etw

een

hal

f

and t

wo t

imes

a m

onthl

y s

alary.

Our

Rem

uner

atio

n P

oli

cy is

buil

t on

the f

ollo

win

g princ

ipl

es:

•

In our recruitment pro

cess we give

equal opportunity to

all

candidates, regardless

of age, d

isability, gender r

eassignment,

marriage and

civil partnership, pre

gnancy

and maternity,

race, ethnic

origin, colo

ur,

nationality, national origin,

religion or

belief, sex, and sexual orientation

.

•

Our r

em

uner

ation

is

based

on

indi

vidu

al, t

eam

and c

om

pany

pe

rform

anc

e.

•

The

total

r

emu

nerat

ion

pac

ka

ge

is

c

omp

etit

ive

in

the

r

egio

n

in

w

hich,

an

d

wit

h

c

omp

ani

es

with

w

hom

w

e

co

mp

ete

for tal

ent

.

•

Pay structures are aligned across different teams.

GeoJ

unxi

on

i

s

h

eavil

y

de

pe

ndent

o

n

th

e

ski

lls

a

nd

c

om

pete

nce

s

of

its’

em

ploy

ees.

N

ot

only

at

m

ana

ge

ment

le

vel,

but

throu

gho

ut th

e enti

re org

aniz

atio

n. A

s part

of th

e rete

ntio

n plan,

the c

om

pany

has i

mplem

ent

ed

a Sha

re O

ptio

n plan

for all

its em

ploy

ees.

This

is inten

ded to

ens

ure th

at all

our em

ploy

ees b

enefi

t from t

he gr

owth

of the co

mp

any an

d an in

cre

ase i

n

the s

hare

pri

ce.

The

Sup

ervi

sory

Boar

d h

as sti

mul

ated t

his

initi

ative a

nd s

up

ports

it.

Supervi

sory Board Remun

eration Summary

This

sect

ion

prov

ides

a

n

ov

ervi

ew

of

th

e

Rem

uner

atio

n

P

olic

y

for

G

eoJ

unxio

n

’s

Su

per

visor

y

Boar

d.

The

obje

ctive

of

the

Rem

uner

atio

n P

olicy

for t

he S

uper

visor

y B

oar

d is to

pr

ovid

e

re

mu

ner

ation i

n a

man

ner

that:

•

Q

ualified

and

expert

persons c

an

be

recruited and

retained a

s

members o

f the

Supervisory

Board

with th

e right

balance

of personal skills, competences, and experience.

•

Intends

to

reward

Supervisory

Board m

embers

for

utilizing their

skills

and

competences

to

th

e

maximum ex

tent possible

to

execute

the

tasks

delegated

to

them ba

sed

on the

Dutch

Civil

Code,

the

Dutch

Corpo

rate

Governance

Code

,

the

Articles

of Association

,

and other relevant codes.

•

R

eflects the company’s size and complexity, as well as the r

esponsibilities of the role and

the time spent.

(

x

€

1.

000

)

2021/22

2020/21*

C.S.M. Molenaar

20,

0

30,0

M.S. Douma

-

5,6

B.J. Glick

15,

0

22,5

S. Fernback

15,

0

22,5

Total

50,

0

80,625

*

N

ote that

t

he remun

erati

on

over 20

22

-

21

r

elate

d

to an

1

8-m

ont

hs

p

eri

od.

I

n

p

rop

ortio

n

t

o

t

he

time cover

ed, the

remu

nerat

ion

has

not c

ha

nge

d.

The

Su

pervi

sor

y

Board

m

em

bers

are

n

ot

em

ploye

d

by

the

co

mpan

y,

and

th

ey

are

no

t

p

art

of

the

Sh

are

Opt

ion

pl

an.

At

pres

ent,

no

ne

of

th

e

Sup

ervis

ory

B

oar

d

mem

bers

o

wn

s

har

es

of

GeoJ

unxi

on.

Mem

be

rs

of

th

e

S

uperv

isor

y

B

oar

d

ar

e

not

enti

tled to

any

be

nefits

upo

n t

he

ter

minat

ion

of th

eir a

ppoi

ntme

nt a

nd no

loa

ns a

re m

ad

e

a

vail

able

to

any

me

mber

s of

the

Sup

ervis

ory B

oar

d.

All

memb

ers

of t

he S

uper

visor

y B

oard

are i

nde

pen

dent.

No chan

ges are prop

ose

d to

the remu

ner

ation of the Chai

rman or the mem

bers of the Supe

rvisor

y Boar

d for

the acc

ounti

ng

year

202

2-2

3.

 
FINANCIAL 
STATEMENTS 
2
021-22
 
1. 
Consolidated 
statement 
of
profit 
or
los
s 
.....................................................................
29 
2. 
Consolidated 
statement 
of
comprehensive 
income ..................................................
30 
3. 
Consolidated 
statement 
of
financia
l 
position 
..............................................................
31
 
4. 
Cons
olida
te
d 
s
um
mary
of
c
han
ges in
share
hol
ders’
 equity
.............................................32
 
5. 
Consolidated 
cash
fl
ow
statement 
...............................................................................
33 
6. 
Notes 
to
the 
consolidated 
financial 
statements 
..........................................................
34 
7. 
GeoJunxion 
NV
Subsidiaries........................................................................................
52 
8. 
Company 
statement 
of
financial 
position 
....................................................................
53 
9. 
Company 
statement 
of
profit 
or
loss 
............................................................................
53 
10. 
Notes 
to
the 
company 
finan
cial 
statements 
................................................................
54
 
11. 
Other 
information 
..........................................................................................................
57 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

34

6.

Notes

to

the

c

onsolidated financial

statements

6.1

General

GeoJunxion

N.V.

(the ‘company’)

was

incorporated

on 18

March

1998

as

AND

International Publishers

N.V.

(AND.AS),

a p

ublic

limited

l

iability

company

under

Dutc

h

law

and

is

at

the

head

of

the

Group.

The

name

was

c

hanged

to

GeoJunxion

N.V.

o

n

29

December

2020. The

company’s

registered

office

is

in

Capelle

aan

den IJssel, the

Netherlands (KvK 24283878).

It

is

listed

on

th

e

Euronext

Stock Exchan

ge

in

Am

ster

dam

u

nder

th

e

s

ymb

ol

GOJX

N.

AS.

GeoJunxion

is

the

crossroads

where

fundamental,

location-aware

content

connects

with

customised

intelligence

and

highly

focused

innovations

to

build

data-driven

solutions.

With

an

empha

sis

on

safety

and

s

ustainability,

we

are

constantly

expanding

o

ur

portfolio

to

meet t

he dema

nds

of

a diver

se

and

fa

st-evolving market. B

uilding

on

decades

of

experience

in

mapping, the c

ompany

focuses

on

high

value,

dynamic

content

and

building

environmentally

conscious

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, intel

ligent product

s

and

services.

The

consolidated

financial

statements

of

the

Group

have

been

prepared

in

accordance

with

International

Financial

Reporting

Standar

ds

(IFR

S)

as

iss

ued

by

t

he

Intern

ational

Ac

countin

g

Sta

ndards

B

oard

(IAS

B).

They

hav

e

been

p

repared

unde

r t

he

ass

umpti

on

that th

e

Group

operates

as

a going

concern.

The

consolidated

financial

statements

of

the

company

for

the

20

21-22

financial

year,

which

ended

30

J

une

2

022,

include

the

accounts

of

the company

and

its subsidiary companies (toget

her referred

to

as

the

‘Group’).

The financial state

ments were

drawn

up

by

the

Management

Board

and

were

approved

for publication

by

resolution

of

the Supervisory Board held on 25

October

202

2.

The conso

lidated finan

cial statements

have

been

prepared

on

a

‘going

c

oncern’

basi

s -

this

is

based

on:

•

Improved results over the accounting year 2021

-22 compared to the accounting year 20

20

-

21

.

•

Positive cash flow generat

ed

over the past accounting year 2021-

22

for an amount of €131

.000.

•

The renegotiation of the Convertible loan, resulting in the extension of its due date to 3 August 2023.

This loan was provided

by a group of major shareholders in 2020. The

agreement to extend the durat

ion s

hows the ongoing support from the

se

major

shareholders.

•

Anticipated ongoing growth during the accounting year 2022-

23

. This is based on orders in hand and a portfolio of

opportunities in various stages of the sales cycle.

The sensitivity

of

t

he

valuation

of

the database and the deferred ta

x assets recognised

at

balance sheet date for

impairment, are

heavily

dependent

on

the

aforementioned

factors.

Obviously,

there

are

s

ome

uncertainties,

which

by

nature

are

embedded

in

forecasts

and

business

plans.

Forecast

sales

may

differ

from

actual

sales

and

anticipated

customer

orders

m

ay

be

postponed.

This

can h

ave

a

significant

(negative)

effect

on

results

and

c

ash-flows.

However,

this

is

considered in

herent

in

Ge

oJunxion’s

m

arket.

In

view

of

the

above

factors

and

the

long-term

forecast

s

for

the

company’s

results

,

management

is

confident

in

the

company’s

ability to continue its operations

as

a

going concern

and

the

validity

of

the

database

valuation

and

deferred

tax asset.

6.2

Sta

teme

nt

of

compl

ian

ce

The

consolidated

fi

nancial

statements

of

GeoJunxion

NV

have

been

prepared

in

accordance

wit

h

International

Financial

Reporting

Standards (IFRS)

as

adopted

by

the European Union.

6.3

New

ac

counting

s

tandar

ds

In

the

ac

counts

over t

he

period

1 July

2021 t

o

30

June 2022 n

o

n

ew

IFRS accounting

rules

have

been

put i

nto

effect.

The financia

l

statements were prepared using the same accounting principles and rules as used in the 20

20

-

21

annual accounts.

6.4

Significant

accounting

policies

The

financial

s

tatements

are

presented

in

Euros,

whi

ch

is

the

company’s

functional

currency

,

and

rounded

-off

to

the

nearest

thousand. Unless stated otherwise, the financial statements have been prepared on the basis of historical costs.

The

preparation

of

financial

statements

in

accordance

with

IFRS

,

requires

man

agement

to

make

judgements,

estimates

and

assumptions affecting the

app

lication of

polici

es and

reported amounts

of assets

,

liabilities, i

ncome and expenses. Th

e estimate

s

and

associated

assumptions

are

based

on

historical

experience

and

various

other

factors

bel

ieved

to

be

reasonable

under

the

circumstances.

35

The

results

fo

rm

the

basis

for

making

judgements

regarding

the

carrying

v

alues

of

the

a

ssets

and

liabilities

that

are

not

readily

apparent from other sources. Actual results can differ from these estimates.

The estimates and underlying

assumptions are reviewed on an ongoing basis. Revisions to

accounting estimates are reco

gnised

in

the

revision

p

eriod

i

f

the

r

evision

affects

only

that

period.

If

the

revision

affects

both

current

and

future

pe

riods,

it

will

be

recognised accordingly.

The

most

important

es

timates

and

judgments

relate

to

the

provision

of

possible

impairments

of

intangible

fixed

assets

and

deferred

tax assets. The actual outcomes can differ from these estimates.

The accounting policies

set out below have been

applied

consistently by all

Group companies for the

periods presented in these

consolidated financial statements.

The fair value of the financial assets and the financial liabilities approximates the amortised cost value.

6.5

Basis

of

consolidat

ion

Subs

idiar

ies

Subsidiaries

are

entities

controlled

by

the

company.

Control

exists

when

th

e

company

has

the

power

directly

or

indirectly

to

gov

ern

the

financial

and

op

erational policies

o

f

an

entity

to

obtain

benefits

from

its

activities.

In

assessing

c

ontrol,

currently

e

xe

rcisable

or

convertible

potential v

oting rights

are

considered

.

Subsidiaries’

financial sta

tements a

re included

in

the

consolidated

financial

statements

from

the

date

on

which

control

commences

until

the

date

it

ceases.

Wh

ere

necessary

the

accounting

polic

ies

of

subsidiaries have

b

een

adapted

to the

accounting

policies ap

plied by

th

e G

roup.

Per

30 Jun

e 2022, G

eoJunxion NV

has only on

e

subsidiary: GeoJunxion BV. It holds 100% of the shares i

n this subsidiary.

Transa

ctions eliminated

on

cons

olida

tio

n

Intra-Group balances and any unrealised gains, losses, income or expenses arising from

intra

-Group transactions are eliminated

when

preparing

the

consolidated

financial

statements.

Unrealised

gains

from

transactions

with

associates

and

jointl

y

controlled

entities

are

eliminated

to

the

extent

of

the

Group’s

interest

in

the

entity.

Unrealised

losses

are

eliminated

in

the

same

way

as

unrealised gains, but only to the extent where there is no indication for impair

ment.

6.6

Forei

gn curr

enc

ies

Fore

ign

cu

rren

cy

tra

nsa

ctio

ns

Transactions

in

foreign

c

urrencies

are

translated

into

Euros

at

the

exchange

rate

prevailing

on

the

transaction

date.

Monetar

y

assets and liabilities den

ominated in foreign currencies on the balance s

heet date are translated i

nto

Euros at the exchange rate

prevailing

on

that

date. Exchange

differences arisi

ng

on

tra

nslation are

recognised

in

the pro

fit and

loss account.

The

open

positions

in

foreign currencies

are rev

iewed at

least

monthly

.

Open

receivables, payables

and th

e amounts

on the

bank

account

in fo

reign currency

are

combined and

used as

natural hedges.

The

remaining

exposure

is

monitored,

and a

decision

is

taken

whether

to

hedge

the

exposure

or

not.

Bank

b

alances

in

foreign

currency

are

converted

to

the

Euro

as

our

functional

currency within a few days after collection.

Fina

ncia

l statem

ent

s

of

fore

ign

oper

ation

s

With the c

ompletion of

the

liquidation

of the

AND Data

India P

vt Ltd

subsidiary, the GeoJunxi

on group

no longer

has affiliates that

do

n

ot

have

the

Euro

a

s

functional

currency.

As

a

result,

there

are

no

c

urrency

translation

reserves

per

30

June

20

22,

no

r

adjustments booked during the accounting year 2021-

22.

During

accounting

year

2020-21,

the

assets

and

liabilities

of

foreign

operations,

including

goodwill

and

fair

value

adjustments

arising

on

consolidation,

were

trans

lated

into

Euros

a

t

the

foreign

exchange

rates

prevailing

on

the

balance

sheet

date.

The

revenue and expenses of foreign operations were translated into Euros at average rates throughout the year.

In

accounting y

ear 2020

-21, t

he cu

rrency differences

due

to

the translation

of

the

net i

nvestment in

foreign

activities

were ta

ken

to the

translation differe

nces

reserve, a

separate component

of shareholders’

e

quity

.

As a

result of

that

c

ash rep

atriation from

the

Indian

s

ubsidiary,

the

remaining

equity

value

was

reduced

to

zero.

This

has

also

resulted

in

the

re

alisation

of

the

previously

accounted currency translation difference, wh

ich has therefore been tra

nsferred to the profit

a

nd loss account as par

t of the

profit

or loss on the disposal shown under Exchange Result on Participations.

36

6.7

Prope

rty,

pla

nt

an

d e

quip

me

nt

Items

of

property, p

lant

and equipmen

t are

stated

at

cost, less

accumulated

depreciation

and

impairment losses.

The

cost

price

of

replacing

part

of

such

an

item is

included b

y

the

Group in

the

book

value of

that a

sset

when those

costs ar

e

i

ncurred;

and

whe

re

it

is

likely

th

at

the

future

economic

benefits

relating

to

the

asset

will

accrue

to

the

Group

and

the

cost

price

o

f

the

asset

c

an

be

reliably determined. All other

expenses are taken to

the profit and loss

account as a charge

when they are incurred. De

precia

tion

costs

are charged

to the

profit and

loss account

on a

s

traight-line basi

s over

the estimated

useful lifetime

of each

component such

as an item of property, plant and equipment.

Estimated useful lifetimes are:

•

computer equipment

3 years

•

office furnishings and equipment

3

- 10 years

•

vehicles

5 years

Depreciation methods, the remaining useful life and residual values are assessed annually.

As

per

1

January

2019,

IFRS

16

l

eases

c

ame

into

effect.

In

ac

cordance

with

the

IFRS

16

guideline,

the

r

ig

ht

o

f

use

based

on

applicable

lease

c

ontracts

and

the

rental

agreement

for

office

space

was

capitalised

for

the

remaining

discounted

c

ontractual

value. Future cash-flows are discounted using a WACC of

9%. The right of use is released ac

cordingly, upon re

ceipt of car lease

and office space rental invoices.

6.8

Inta

ngible

fixe

d asse

ts

The

database

valuation

is

m

ade

at a

cquisition

price

or at

c

ost

of manufacture.

The

cos

t

of

manufacture

consists of

all

di

rect

wages

and other costs plus (indirect)

costs which may be reasonably and consistently assigned t

o manufacture. Maintenance ex

penses

not directly assignable to the database, are charged directly to the result in th

e year in which they are incurred.

The

costs

incurred

on

database

extensions

are

c

apitalised

at

cost

o

f

manufacture.

Extensions

generally

comprise

of

new

countries; expansion

of the

road network

to

a

more

detailed level

in existing

countries; da

ta enrichments; an

d additional

d

at

asets.

Extensions are capitalised when:

•

They meet the definition of an intangible fixed asset

•

They are likely to generate future benefits

•

The cost price can be reliably determined

Following a significant

impairment loss in

curred in 2011, the Man

agement Board decided to

start amortising the

Database within

th

e

Intangible fixed assets and review the remaining useful lifetime on a regular basis (at least annually).

In determining

the

amortisation

m

ethod, Geo

Junxion utilised

the current

fiscal tre

atment of

the database

as well

as methods

u

sed

by

other

comparable

market

parties.

Based

on

this

approach,

the

a

mortisation

period

was

s

et

to

20

years

,

during

which

the

amortisation is recorded on a straight-line basis.

Starting

1

January

2018,

the

man

agement bo

ard

decided

to

reduce

the

amortisation

period

to

7

years

f

or i

nternal

developed

IP

and additions to the

database. This amortisation method a

ssumes a useful l

ife of 7 year

s. This is based

on

GeoJunxion’s internal

assessments

and

bench marked with the processes used by a Dutch competitor.

There

is

no

active

market

for

the

database,

therefore,

the

residual

value

has

been

determined

at

nil.

The

Management

Board

evaluates

the

remaining

book

value

of

the c

apitalised c

osts

for

the

database

each

year,

in

order

to

det

ermine

whether the

book

value

can

b

e

covered

based

on

future

income

(i.e.,

an

im

pairment

test).

If

that

is

not

the

case,

an

impairment

loss

wil

l

be

recognised.

6.9

Trade

and

othe

r rece

iva

bles

Trade

and

other

receivables

are

va

lued,

when

first

re

cognised,

at

fair

value

plus

any

directly

assignable

transaction

costs.

The

Group

makes

use

of

a

simplified

approach

in

accounting

fo

r trade

and

oth

er receivables

as

well

as

c

ontract

assets

and

records

the loss allowance

as lifetime

ex

pected credit losses. T

h

ese

are the expected

s

hortfalls in

contractual cash flows, c

onsidering the

potential for default at any point during the

life of the financial instrument. In calculating, the Group uses its histo

rical

e

xperience,

external

indicators

and

fo

rward-looking

information

to

calculate

the

expected

c

redit

losses.

The

Group

assesses

impai

rment

of

trade receivables on an individual basis.

37

6.10

Cash

and

cash

equiva

lents

Cash a

nd

cash

equivalents

concern

the

cash a

nd

bank

balances

held

,

and

o

ther

deposits

on

c

all.

They

are

valued

a

t

a fair

market

rate.

6.11

Impair

me

nt

of

as

sets

T

o

determine

whe

ther

there ar

e

any

i

ndications

for impairme

nts, th

e

b

ook

value of

the

Group’s

assets

is reviewed

at e

ach

bal

an

ce

sheet

date.

If indications

arise,

an e

stimate

is made

of

the

realisable

value

of

the

asse

t.

In

the

case of

a

ssets

with a

n

indeterminate

lifespan, the

realisable value is estimated each year.

An impairment loss is

recognised if the b

ook value of an asset e

xceeds

the

realisable value.

In the case of assets, the realisable value is equal to the higher of:

•

the fair value after deduction of selling costs or

•

the value in use

.

In

determining

the

v

alue

in use

,

th

e

p

resent

value of

estimated

future

cash

flows

is

calculated

,

u

sing

a

d

iscount

rate ref

lecting

both

the

current

market

rate

and

the

specific

risks

relating

to

the

asset.

Since

there

is

n

o

active

ma

rket

fo

r

the

database,

fa

ir

value

cannot be used for intangible fixed assets, therefore GeoJunxion utilises the value-

in

-

us

e.

In addition,

an

assessment is

m

ade

as to

whether a

previously

impairment

loss

no l

onger e

xists or

has been

reduced.

If th

at i

s

the

case, the loss is reversed, and the book value of the asset is increased to realisable value.

For further details and assumptions in relation to the impairment test on the database se

e section 6.33 of the notes.

6.12

Share capital

When

share

capi

tal

recognised

as

equity

is

repurchased,

the

amount

of

the

consideration

paid,

including

directly

attributable

c

osts,

is

recognised

as a

change

in

equity.

Repurchased

shares are

classified

as

own

shares and

presented

as

a d

eduction from

total

equity.

Part

of

the

shareholders’

e

quity

is

the

unappropriated

result

reserve.

This

is

a

reserve

without

a

specific

destination.

A

di

vidend

distribution to GeoJunxion shareholders i

s treated as a liability at the point at

which the General Meeting of

Shareholders t

akes a

decision to that effect.

6.13

Pers

onnel

re

mune

ra

tion

Def

ined

co

ntr

ibut

ion

pl

ans

A defined c

ontribution plan

is a retirement scheme,

for which

the pension

benefit that

i

s paid

at

the time

of ret

irement, is

based on

the

amount

of

funds

contributed

into

the

scheme,

increased

with

the

investment

results.

Contributions

can

be

assumed

by

the

company

o

r

shared

between

the

c

ompany

and

the

employee.

The

payment

is

done

by

the

company

as

fixed

premiums

to

a

separate entity

(an insurance company

or not

for profit organization)

.

Other than the c

ontributions made during the

employment

period, there is n

o legally enforceable obligation to make further contributions. Obligations aris

ing from promised contributions to

pension schemes are treated as a charge in the profit and l

oss account when the contributions are payable.

All the employees of

Ge

oJunxion BV are part of

the defined contribution pension plan.

Def

ined

benef

it plans

A

defined

benefit

plan

is

a

p

ension

p

lan

in

which

certain

pension

entitlements

a

re

granted

to

an

employee

.

It

pays

an

agreed

benefit to an employee that is generally dependent on factors such as age, y

ears of service and remuneration. GeoJunxion

does

not have a defined benefit plan in place for any of its employees.

6.14

Provisions

A

p

rovision

i

s

recognised

in th

e

balance

s

heet

when

the Group

has a current,

legal,

or

constructive

obligation

result

ing

from

a

p

ast

event -

i

f i

t is

probabl

e an

outflow of

economic

benefits wil

l be

required to

settle

the o

bligation and

this obligation

can

be

estima

ted

reliably.

If

the

effect i

s

material,

pro

visions

are

determined

by

discou

nting

the

expected f

uture

cash

fl

ows

at

a

pre-tax

rate

reflecting

the current market assessment and, where appropriate, the risks to the liability.

38

6.15

Defer

red

tax

rec

eiva

ble

s

Deferred tax r

eceivables are

calculated based

on the

nominal ta

xation rates

applicable

at the

end of

the financial

yea

r

or in

future

years,

i

n

so

far

as

al

ready

determined

by

law.

Deferred

tax

receivables

arising

from

forward

loss

compensation

are

valued

if

it

may

reasonably

be

assumed

that

these

will

be

realised.

Deferred

taxes

are

given

a

nomin

al

val

ue.

The

Management

Board

annually

reassesses

the

deferred

tax

receivable

and

reviews

it

on

the

basis

of

a

planning

period,

in

which

the

profit

forecas

ts

based on the most recent budget play an important part.

6.16

Trade

a

nd

othe

r

l

iabi

lities

Trade

and

oth

er

liabilities

with a

term

of

more

than

one

year

are

re

cognised

under

long

-term

liabilities

an

d

valued

at

amortised

cost price. The initial recognition is at fair value, less directly attributable transaction costs. Current trade and other liabilities with

a due date of less than one year are valued at the amortised cost price and ti

ts’

fair price

is

set equal to the nominal value.

6.17

Revenue

is

recognised

whe

n it

is

likely

that

economic

be

nefits

will

flow

to

the

company

and

the

income

amount

can

be

reliably

determined.

GeoJunxion’s

revenue

is

generated

by

the

granting

licences

to

us

e

the

geographic

data

drawn

from

th

e

database

and the supply of services. Service revenue is recognized w

hen

the service is delivered

.

GeoJunxion

concludes

license

a

greements

for

which

it

invoices

either

fixed

amounts

or

a

min

imum

fee

against a

ny

off

settable

royalties in c

ase

th

e actual royalties

exceed the

minimum amount.

For licence ag

reements where a fixed

or minimum

amount is

charged

for

a

certain

period,

the

revenue

is

assigned

in

proportion

to

the

period

of

the

licence

agreement.

When

a

license

i

s

perpetual,

revenue

is

accounted

for

at

the

time

of

delivery

when

the

contract

terms

are

fulfilled.

Royalties

are

recog

nised i

n

the

period to which the reported royalties relate.

To determine whether to recognise revenue, a five-step process is applied:

1.

Identify the contract with a customer.

2.

Identify the performance obligations in the customer contact.

3.

Determine the transaction price.

4.

Allocate the transaction price to the individual performance obligations

.

5.

Recognise

revenue

when

or

to

the

extent

performance

o

bligations

are

satisfied

using

a

percentage

of

completion

method.

6.18

Gove

rnme

nt

grants

GeoJunxion receives go

vernment gran

ts for i

nnovation proje

cts (WBSO grants).

The Research and

Developmen

t Pro

motion Act,

[Wet

Bevordering

Speur-

en

Ontwikkelingswerk

–

WBSO’])

is

a

tax

incentive

scheme

under

which

the

Dutch

government

partly

pays

R&D wag

es. The

received

grant

matches

a

portion o

f the

related c

osts. The

grant is

recognised

in

the p

rofit and

loss

on a

systematic basis

over the

periods i

n which

the entity recognises

the related

costs for

which the g

rant

is

i

ntended to compens

ate

part of the expense. The grant is reported as an offset to personnel expenses

,

see section 6.25.

6.19

Costs

are

determined

based

on

historical

costs

and

assigned

to

the

relevant

financial

year.

Research

costs

are

charged

to

the

profit

and

loss

account.

Development

costs

a

re

capitalised

when

they

comply

with

the

relevant

criteria

described

in

section

6

.8

Intangible fixed assets.

6.20

Taxati

on

The

tax

on

pro

fits

is

calculated

on

the

pre

-tax

result

in

the

profit

and

loss

account,

after

deduction

of

tax

losses

carried

forward

from preceding financial y

ears, deducting exempted profit ele

ments, after the addition of

non

-deductible expenses, and including

the mov

ements in deferred tax

receivables and

deferred tax liab

ilities. The tax

rate

as applicable

in the

financial year is

used for

the calculation of the tax on the taxable income.

6.21

Cons

olida

te

d

ca

sh flow state

ment

The consolidated cash flow statement is drawn up using the

indirect method. The movement in

cash and cash equivalent assets

is

based

on th

e o

perating

result

according

to

the

consolidated profit

and loss

account. The

c

ash flow

s

are grouped into

cash flow

s

from

operating

ac

tivities,

cash

flow

from

investment

activities

and

cash

flow

from

financing

activities.

Translation

di

fferences

in

foreign currencies are not pre

sented separately in the cash flow statement b

ut included as part of the reconciliation between

the

opening and closing balance of liquid assets under the ‘exch

ange rate differences in foreign

c

urrencies’ section.

39

6.22

Segmentation

There

are

n

o

different

segments

i

n

the

sense

of

IFRS

8

identified

ba

sed

on

the

internally

a

vailable

(financial)

ma

nagement

information. The explanatory requirements on the grounds of

IFRS 8.32

-34 are recorded in section 6.23.

6.23

R

eve

nue and other

i

nco

me

Note that 20

21

-

22

fi

gures relate to a

12

-month period, fro

m July 2021 to June 2022

, w

hile 20

22

-

21

figures cover a

n

18

-month

period from January 2020 to June 2021. The

re

venue

may

be

analysed

geographically

as

follows:

(x € 1.000)

2021/22

2020/21

Europe

808

1,063

North America

1,563

1,338

Total

2,371

2,401

For 202

1-22 t

he n

on-cas

h reve

nue wa

s zero

(202

0-

21

: zero).

A furt

her de

tail f

or th

e reve

nue b

y type

and re

curr

ing ve

rsus

non-re

curri

ng is a

s foll

ows:

(x € 1.000)

2021/22

2020/21

Recurring License and Royalty Rev.

664

990

Recurring Service Rev.

268

242

Non-Recurring Service Rev.

1,439

1,164

Non-Recurring Data Rev.

-

5

Total

2,371

2,401

6.24

Maps

and

sources

Maps

and

sources

costs

relate

to

the

procurement

of

geographical

sources

such

as

:

parcel

data,

address

data

and

point

of

interest

data

for

various

geographical

regions.

Data

is

purchased

to be

included

into o

ur

products

or

to

be

deliver

ed

as

part

of

our

project

s’

deliveries.

6.25

Pers

onnel

expens

es

(x € 1.000)

2021/22

2020/21

Salaries (including termination fee/bonuses)

1,244

2,099

Social security contribution

112

273

Contribution of defined contribution schemes

81

122

Temporary and outsourced personnel

costs

600

609

WBSO (subsidy)

(78)

(146)

Other personnel costs

77

140

Total

2,036

3,097

Geographical

distribution

of

the average

number

of

full-time em

ployees

of

the gro

up:

(x € 1.000)

2021/22

2020/21

Netherlands

17.9

17.2

India

-

Total

17.9

17.2

Average salary per employee

(x € 1.000)

2021/22

2020/21

Netherlands

69.5

81.4

India

-

Total

69.5

81.4

The AND Data India Pvt Ltd

liquidated was completed in

20

21. Well

before the legal compl

etion of the liquidation, all employees

left the company. Per 30 June 2022 and per 30 June 2021 AND Data India Pvt Ltd had no employees

.

40

6.26

Re

munera

tio

n

Ma

na

gemen

t

Boar

d

(x

€

1.

000

)

Salary component

s

Bonus

Total

2021

-22 (12 months)

I. Vleeschouwers (CEO/CFO)

175.0

40.0

215.0

F. Altamura (CBO) - Consultancy fee

1

60

.1

20.0

180.1

Total

33

5

.1

60

.0

395.1

2020

-21 (18 months)

T. Jaccoud (CEO)

227.9

60.0

287.9

I. Vleeschouwers (CFO)

130.0

40.0

170.0

I. Vleeschouwers (Consulting fee - interim CFO)

55.6

Total

413.5

100.0

513.5

The table above sh

ows the remuneration a

nd bonus payment fo

r the members of the Management Board

during the accounting

year 20

21

-

22

(12-months

period) and d

uring 2020-21 (an 18

-months period).

Mr. Thierry

Jaccoud resigned

on 31

May 20

21 and

was repla

ced as

CEO by

M

r.

Ivo

Vleeschouwers.

During the

general shareholders

meeting per

16 November

2021, Mr.

Altamura

was

nominated

as CBO

(Chief

Business Offi

cer)

an

d

member

of the

Management Bo

ard. No

loans, advances

or

g

uarantees

have

been granted to the members of the Management Board.

As of 30 June 2022, the Management Board holds 14.915 shares in GeoJunxion N.V.

As part of the

Management Bo

ards’

long-term incentive plan, a Share Option

pl

an is in place

, p

ursuant

to which each member of

the

Management Boar

d

is

eligible to

a

maximum

of

22,000 sh

are options

per annum.

The a

ward i

s subject

to specific

targets and

executed at the

discretion o

f the Supervisor

y Board.

The strike

price of

the share options

is

set as the

averag

e s

hare price during

the

90-days tr

ading

period

preceding

the

award.

The share

options have an

average

vesting per

iod of

2

,5

years

and

a

hold

pe

riod

after vesting of one year. At

the time of vesting, ordinary GeoJunxion shares are granted to the holders of the share options wit

h

a

v

alue

equal

to

th

e

difference

between

th

e

strike

price,

and

the

90-days

moving

av

erage

price

at

the

time

of

vesting.

Any

awarded, b

ut

not

ye

t

vested share

options,

will

vest

in the

event of

a Change

of

Control. In

the event

of termina

tion o

f

e

mployment

or end of service to the company, any awarded but not yet vested

share options will be can

celled.

Per 30 June 2022 the status of share options awarded to the members of the Management Board is shown in the table below:

Share Options

–

as of 30 June 2022

CEO

CBO

Total

Award

ed

per 1July 2020 (@ Euro 1.461)

22,000

-

22,000

Award

ed

per 1July 2021 (@ Euro 1.550)

22,000

11,000

33,000

Total

44,000

11,000

55,000

Per 1 July 2022, further share options were granted. At the same time, the first quarter of the share options granted in 2020 has

been

vested. These transactions are summarized in the table below:

Share Options - movement after YE

CEO

CBO

Total

Award

ed

per 1July 2022 (@ Euro 1.787)

22,000

44,000

Vested 1 July 2022 (@ Euro 1.787)

(5,500)

-

(5,500)

Total

16,500

22,000

38,500

6.27

Re

munera

tio

n Superv

isory

Boar

d

(

x € 1.000)

2021/22

2020/21

C.S.M. Molenaar

20,

0

30,

0

M.S. Douma (5 months in 2020)

-

5,625

B.J. Glick

15,

0

22,

5

S. Fernback

15,

0

22,

5

Total

50,

0

80,625

The

20

21

-

22

remuneration

for

th

e

Supervisory

Board

m

embers

relates

to

a

12-month

period,

while

the

20

22

-

21

remuneration

relates to

an 18-month p

eriod. The ch

ange in the

remuneration

,

re

flects the adjustment

of

the du

ration of the

accounting year

to

12 months.

No

loans,

advances

or

guarantees ha

ve

been

granted

to

the

members

of

the Su

p

ervisory

Board.

The

members

of

th

e

Supervisory

Board

do

not

hold shares

in

GeoJunxion

NV

. All the active Supervisory Board members are i

ndependent.

41

6.28

Othe

r operati

ng

ex

pen

ses

(x € 1.000)

2021/22

2020/21

Accommodation, office & ICT

87

113

Marketing, PR & IR

191

343

Travel, company cars

23

43

Legal, accounting and audit

22

140

Other operating expenses

77

105

Total

40

1

744

The 20

21

-

22

“

Other Operating

Expenses

”

cover a

12-month

period, while t

he 20

22

-

21

comparative financials

cover an 18-month

period.

In

addition

to

the

shorter

accou

nting

ye

ar,

s

ignificant

c

ost

savings

were

realized

i

n

Marketing

and

Public

Relations

by

scaling

back

on

the

use

of

external

co

nsultants

and

external

marketing

data

sources.

Sign

ificant

cost

reductions

were

also

realized

in

Legal

fees,

where

the

20

22

-

21

period

includes

th

e

legal

support

the

private

p

lacement

(compl

eted

in

December 2020).

6.29

Fina

ncia

l inco

me

(ex

pense

)

(x € 1.000)

2021/22

2020/21

Interests Convertible Loan

117

151

Convertible Loan Agio accrual

145

-

Interests Leased assets (IFRS16)

25

54

Other interest expenses

9

12

Exchange results foreign currencies

(31)

18

Total

266

235

The 20

21

-

22

Financial income

(expense) is de

tailed in the table above.

The main financial exp

enses relate to the

interest costs

on the

Convertible loan. Interest costs c

onsist of 3 elements:

(a) A

3% interest cost that is

paid in cash.

(b) A 6% i

nterest costs

that

is

p

aid

in

kind

on

a

quarterly

basis

by

adding

the

interest

amou

nt

to

the

principal

amount

outstanding.

(c)

Since

the

refinancing

of the

loan, as

an

nounced

i

n

Octo

ber

2021,

a th

ird

component

has be

en

added

, wh

ich i

s th

e

Agio A

ccrual.

In case

of cash

refund

at

the

maturity

date,

a

25%

agio

(additional

payment

)

needs

to

be

paid

on

top

of

the

refund

of

the

principal

amount.

These

potential costs a

re accrued

monthly

.

Should th

e convertible loan be c

onverted in ordinary sha

res, at or

before the

maturity date,

this agio will

not be required

and the related accrual will be

released

into the income statement.

The other interest expenses

are

related to

interest co

sts on

the Route 66

open payable a

nd negati

ve interests

paid o

n the

bank bala

nce. During

20

21

-

22

the

USD

has

stre

ngthened

against

th

e

Euro.

This

resulted

in

favourable

exchange

results

during

the

past

12

months.

Fo

r

the

20

22

-

21

period

the exchange

results were negative,

primarily due

to

the

weakening of

the USD

and the

Indian

Roepiah

compared to the

Euro.

6.30

Extra

-or

dinar

y inc

ome

(ex

pens

e)

(x € 1.000)

2021/22

2020/21

Result on sale of AND.com domain name

-

(166)

Restructuring costs

49

Total

49

(166)

Th

e

20

21

-

22

Ex

tra

-o

rdin

ary

exp

en

ses

incu

rre

d ar

e rel

at

ed

to

the

res

tru

ctu

rin

g

cos

ts

of 2

ma

na

ger

ia

l role

s in the

te

am

tha

t

we

re

ma

de

r

edu

nda

n

t.

The

ex

tr

a-

ord

ina

ry

i

nc

o

me

rece

ive

d

dur

ing

2

0

22

-

21

r

el

ate

s

to

the

sa

le

of

th

e A

ND

.CO

M do

main

nam

e.

42

6.31

Tax

ation

(x € 1.000)

2021/22

2020/21

Current tax expenses

-

Deferred tax expenses / (tax income)

-

(271)

Total

-

(271)

The eff

ective

tax

is

specified

as

fol

lows:

(x € 1.000)

2021/22

2020/21

Pre-tax profit

(8

41

)

(2,434)

Rate of tax on profits based on local tax rate

22.5%

(189)

24.3%

(592)

Effect of foreign tax rates

-

Change in valuation of deferred tax assets

-22.5%

18

9

-13.2%

321

Correction previous years

-

Total tax

0.0%

-

11.1%

(271)

The effecti

ve

tax

rate

,

a

ppli

ed to

the pre

-tax

result

s is

zer

o (20

22

-

21

11.1

%).

T

he manag

eme

nt board has

deci

ded t

o

impai

r

furt

her deferr

ed

tax asset

s

on the 20

21

-

22

pre-t

ax losses.

T

he manag

eme

nt board

is of

the opini

on that the

c

urrent

bala

nce

of deferr

ed tax as

sets wi

ll be recov

erabl

e again

st fu

tur

e taxa

ble prof

its

.

Due to chan

ges

in the Dutch tax

legislat

ion

,

taxa

ble

loss

es n

o lo

nger

expi

re

over

tim

e.

6.32

Tan

gible

fixe

d assets

(x € 1.000)

Computer

equipment

Office &

equipment

Vehicles

Total

Cost Price

Position as of 1 January 2020

158

316

117

591

Additions

–

including IFRS 16 adoption

96

-

127

223

Disposals

-

(59)

Currency translation differences

-

Position as of 30 June 2021

254

316

185

755

Position as of 1 July 2021

254

316

185

755

Additions

26

1

-

27

Disposals

-

Currency translation differences

-

Position as of 30 June 2022

28

0

317

185

78

2

Depreciation

Position as of 1 January 2020

152

76

30

258

Additions

24

76

79

179

Disposals

-

(50)

Currency translation differences

-

Position as

of

30 June 2021

176

152

59

387

Position as of 1 July 2021

176

152

59

387

Additions

36

50

42

128

Disposals

-

Currency translation differences

-

Position as of 30 June 2022

212

20

2

101

515

Book Value

Position as of 1 January 2020

6

240

87

333

Position as of 30 June 2021

78

164

126

368

Position as of 1 July 2021

78

164

126

368

Position as of 30 June 2022

68

11

5

84

26

7

43

6.33

Inta

ngible

fixe

d a

ssets

(x € 1.000)

Database

Domain name

Total

Purchase / Investment value

Position as of 1 January 2020

26,655

-

26,655

Additions

636

3

639

Disposals

-

Position as of 30 June 2021

27,291

3

27,294

Position as of 1 July 2021

27,291

3

27,294

Additions

533

-

533

Disposals

-

Position as of 30 June 2022

27,824

3

27,828

Amortization and impairment

Position as of 1 January 2020

19,764

-

19,764

Additions

938

-

938

Disposals

-

Impairment loss

-

Position as of 30 June 2021

20,702

-

20,702

Position a

s

of

1 July 2021

20,702

-

20,702

Additions

737

-

737

Disposals

-

Impairment loss

-

Position as of 30 June 2022

21,439

-

21,439

Book Value

Position as of 1 January 2020

6,891

-

6,891

Position as of 30 June 2021

6,589

3

6,592

Position as of 1 July 2021

6,589

3

6,592

Position as of 30 June 2022

6,385

3

6,388

Investments in the database over the past 12 months amount

ed

to €

533.000. During the 18 months of accounting y

ear

20

22

-

21

the investments

amounted to

: €

636

.000. Th

e full

amount relates

to capitalised internal

development costs

.

Based on the

criteria

for

capitalisation

in

note

6.8,

these

costs

qualify

fo

r

capitalisation

in

the

consolidated

income

statement

under

the

capitalised

development costs

item.

Impair

me

nt me

tho

dolo

gy a

nd unde

rly

ing as

su

mpti

ons

At

least

once

pe

r

accounting

year

and

when

there

are

indications

t

hat

the

database

is

po

tentially

subject

to

impairment,

an

impairment test

is

performed.

Th

e d

etermination

of

the rea

lisable value

is

based

on

the v

alue

in

use. T

he fair

market

value canno

t

be determined in the absence of an a

ctive market for the database. The

value in use has been deter

mined

based on

the present

value

of

the expected

future

cash f

lows over

a period

of

five

years and

a terminal

value

for the

subsequent period.

The most important

assumptions

on

wh

i

ch the

cash flow

projections are based

on

ar

e

as

fol

lows:

•

The long-

term business

plan for

202

2-2

029

•

An

as

sumed

growth

rate

of

3%

for

20

30

and

subsequent

years

•

For cash f

lows after

this period

(2022-2029

),

a

growth rate

of

nil

is

used

•

The

cas

h

f

lows

have

be

en

disc

ounted

us

ing

a

weig

hted

aver

age

cost

of

capital

(WACC)

of

9.0%

(20

22

-

21

:

9%

),

eq

ualling

th

e

interest

rate

on

the

co

nvertible

loan granted

to

GeoJunxion

in

Fe

bruary

2020

•

For

the costs

and

ex

penses,

the pl

ans

for

the

m

aintenance

of

the

database h

ave

been

taken

in

consideration

•

Revenues

and

cash-flows

are

ex

cluded

from the calculation

to

the

extent

they

bear

no

re

lation

to

elements

included

in

the

database

•

Costs

of

the

NV

(including tax

impact) ar

e eliminate

d

Impair

me

nt

tes

t

on

int

angib

le

ass

ets

At balan

ce date

31

December

2019, an

impairment

t

est

was

ex

ecuted,

resulting

in

an

impairment

l

oss

to

talling

€2.795.000. At

the

balance sheet

date 30 June 202

2

an updated impairment test

was carried o

ut.

This test

did not

result in a

further impairment of

the

d

atabase.

During

the

2020-

21

and

2021-

22

accounting

years,

management

was

conservative

in

app

lying

its

capitalisation

policy on

internal development

c

osts a

nd has

consistently ap

plied amortisations. During th

e

current accounti

ng year

2021

-22, t

he

44

net balance of capitalisation and amortisation resulted in a decrease of the book value of the database

of

€

204.000.

The

o

utcome

of

the

impairment

test

is

the

result

of

forecast

ed

futu

re

results

/

cash-flows

to

be

generated

by

making

use

of

GeoJunxion’s

current

database.

These

forecasts

have

been

adjusted

using

lower

sho

rt to

m

id-term

revenue

p

rojections v

ersus

the

assumptions

used

in

the

2019

impairment

calculations

.

A

ch

ange

was

also

made

in

the

a

nticipated

revenue

c

omposition

(service versus database) given GeoJunxion’s

updated strategy.

Unce

rtai

nty

in

valua

tio

n

Section

6.4 explains that

estimates are used

in case

of possible

impairment losses. In

the impairment

analysis, future i

ncome is

estimated

by

the

M

anagement

Board

a

nd

these

estimates

are

subjective.

In

2011

and

again

in

2

019,

an

impai

rment

loss

was

id

entified

and,

consequently,

the

database

valuation

was

reduced

.

This

downward

adjustment

needs

to

be

reversed

if

the

outcome

of

the

impairment

test

indicates

a

higher

value.

If

the

impairment

analysis

results

in

a

lo

wer

value,

an

additional

impairment

will

be

needed. The

valuation as

per 30

June

2022

is

based on

the

best estimate

from

the M

anagement Board

of the

future i

ncome

and

discount

rate

to

be

used.

Considering

that

,

for

a

material

part

of

the

projected

future

revenue,

there

are

no

underlying

contracts

yet, there is uncertainty in the financial statements. A sensitivi

ty analysis has been prepared for both the discount rate as we

ll as

the deviation from the expected growth of the future cash flow.

Sensitiv

ity

analy

sis

A

sens

itivit

y

analy

sis

has

been

prepared

for

t

he

WACC

as

well

as

t

he

deviation

from

the

expected

growth

in

the

expected

cash

flow.

The database impairment test

was

done using

a Weighted Average

Cost

of

Capital (WACC

)

of

9%

per an

num.

This

is

similar

to

the WACC used in prior year.

Sensitivity analysis WACC (x € 1.000)

WAC

C (

%)

8%

9%

10%

Impact

to

valu

ation

of

the database

411

-

(

387

)

Sensitiv

ity analysis deviation from expected growth

in

cash

fl

ows

(x

€

1.000)

Deviation

in

the

c

ash

fl

ow

-5,0%

0%

5,0%

Impact

to

valu

ation

of

the database

(1.

132

)

-

1.132

The

table

above

shows

th

at

if

th

e

discount

rate

which

is

used

(9%

)

was

1%

higher,

the

value

in

use

o

f

the

database

would

be

€

387

.

000

l

o

w

e

r

.

With

a

1

%

lower

dis

count

rate,

the

v

aluation

of

the

database

would

i

ncrease

with

€

411

.000.

A

similar,

but

larger

effect

is

visible

when

the

forecasted

cash

flow

would

be

5%

higher

or

lower.

A

higher

-than-expected

cash

flow

would

lead

to

€1.

132.000 increase

in

the

es

timated value in use

of

the

database.

It

is

important

to

add

to

the

sensitivity

analysis

that

every

mate

rial

change

in

the

assumption

can

lead

to

an

adjustment

in

the

valuation

of

the

da

tabase

whi

ch

ca

n

be

both

upwards and

downwards.

Rese

arc

h

an

d

dev

elo

pme

nt

The

capitalised

costs

during

20

21

-

22

for

research

and

development

amount

to

€

533

.000

(20

22

-

21

–

18

-months

period

:

€

636

.000).

For

accounting

year

2

021-22

the

full

amount

relates

to

internal

development

projects

for which

internal

time

was

capitalised into

the database.

6.34

Defer

red

tax

rece

ivab

les

The balance of

the deferred tax receivables arising from temporary

differences between the valuation of

balance sheet items f

or

tax and

comme

rcial

purposes

as

well

as

the va

luation

of

carried forward

tax l

osses,

is

composed

as

fol

lows:

(x € 1.000)

2021

-

22

2020/21

Position as of 1 June 2021, 1 Jan 2020

3,180

2,909

Tangib

le f

ixed as

sets

-

1

Intangible fixed assets

-

(52)

Fiscal value of recognised tax losses

-

322

Position as

of

30 June

3,180

The

carried

forward

taxable

losses

of

the

Dutch

companies

per

30

June

202

2

amount

to

€

16.3

million

(30

June

20

21

:

€1

5.5

million).

These amounts

have been

determined as

the s

um of

the

non

-expired

taxable losses

at the

closing dates.

The

deferred

tax valu

e has been

accounted for us

ing an

estimated average tax

rate at

which these c

arried forward

losses are expected

to be

offset. Per 30 June 2022 the estimated average tax rate was 19.4%. Per 30 June 2021 it was 20

.1

%.

Please

note

that

the

Dutch

Government

changed

tax

legislation

in

the

second

half

of

2020.

As

a

result,

taxable

losses

can

be

carried

forward

fo

r

an

indefinite

period.

However,

at

the

same

time,

it

in

troduced

limitations

on

the

amount

of

carried

forwa

rd

losses that can

be offset agai

nst profits rea

lized in a

particu

lar

year: losses incurred can

b

e offset

in full

by carried

forward losses

45

up to 1 million Euros and, for 50%, for the taxable profit above 1 million Euro.

The deferred tax receivable for intangible fixed

assets is related to the difference between commercial and fiscal valuation of the

database. Changes in deferred taxes run through the profit and loss statement.

A d

eferred ta

x

receivable related

to

tangible

fixed

assets has

been

recognised

per 30

June

202

2.

This

results

from a

difference

between the depreciation for

fiscal and commercial p

urposes. For fiscal purposes IT

equipment needs to

have a minimum usefu

l

life of five years, whereas for commercial purposes the useful

life is estimated to be three years.

6.35

Tr

ade a

nd

other

rece

iv

ables

(x € 1.000)

2021

-

22

2020/21

Income tax

-

Debtors

178

48

4

Prepaid

expenses

83

11

5

Accrue

d reve

nue

44

34

Other receivables

3

88

Position

as

of 30 June

309

721

Debtors

are

presen

ted

net off

deduction

for

impairment losses

(based

on

expected cr

edit

loss).

At

the

end

of

2021/22,

no

accruals

were required for impaired receivables. Per

30

June 2021, no accruals for impaired receiva

bles were required.

6.36

Cash

an

d cas

h e

quiva

lents

(x € 1.000)

2021

-

22

2020/21

Cash at bank and in hand

92

5

78

8

Deposits

28

34

Position as of 30 June

953

822

The

cash

and

cash

equivalents

at

our

direct

disposal

amount

to

€

925.000.

At

the

end

of

202

1-22

a

total

o

f

€28.000

in

bank

guarantees wer

e

iss

ued

(20

22

-

21

:

€28.000).

46

6.37

Share

hol

ders

’

e

quity

(x € 1.000)

- Unaudited

Issued and

paid- up

capital

Share premiu

m

reserve

Legal

reserves

Unappro-

priated

result

Retained

earnings

Total

share-

holders'

equity

As of 1 January 2020,

2,795

36,227

6,496

(3,954)

(31,872)

9,692

Distribution of result 2019

-

3,954

(3,954)

-

Result for the period

-

(2,164)

-

(2,164)

Foreign currency translation

on foreign operations

-

395

-

(128)

267

Total comprehensive income

-

395

1,790

(4,082)

(1,896)

Equity raised

387

438

-

825

Transfer to (from) legal reserve

-

(303)

-

303

-

As of 30 June 2021,

3,182

36,665

6,588

(2,164)

(35,651)

8,621

Distribution of result 2020-'21

-

2,164

(2,164)

-

Result for the 12 months period

-

(841)

-

(841)

Foreign currency translation

on foreign operations

-

Total comprehensive income

-

1,323

(2,164)

(841)

Transfer to (from) legal reserve

-

(204)

-

204

-

As of 30 June 2022,

3,182

36,665

6,385

(841)

(37,611)

7,780

Share

Ca

pital

Share capital issued an

d fully paid

number

in €

Position as of 1 Janua

ry 2020

3,727,137

2,795,353

Change dur

ing 20

22

-

21

515,820

386,865

As of 30 June 2021,

4,242,957

3,182,218

Position as of 1

July 2021

4,242,957

3,182,218

Change dur

ing 20

21

-

22

-

As of 30 June 2022,

4,242,957

3,182,218

The authorised share

capital

of

30 June 2022 consisted of

18.500.000 shares (30

June 2021: 18.500.000) s

hares with a

nominal

value of €0,75 each.

Lega

l

r

eser

ve

A legal

reserve

is

he

ld for

the c

apitalised development

co

sts

for the

database.

This r

eserve forms

part

of

the restricted

capi

tal

and

cannot

be

distributed.

The

tra

nslation

reserve

consists

of

the

exchange

differences

arising

from

the

translation

of

the

fi

nancial

statements

of

fore

i

gn

participations. Th

e build

-up of

this re

serve commenced

on 1 J

anuary 20

04. Any

reserve for

translation

differences to

be

formed

in

the

future

will fo

rm part

of

the

tied c

apital and

can

only

be di

stributed to

a

limited

extent. Duri

ng

the accounting

year

2020

-

21

the

translation

reserve

was

taken

into

the

income

statement.

This

resulted

from

the

liquidation

of

foreign

p

articipations

and

the

repatriation

of

the rem

aining e

quity

value

to

the

parent

company.

47

The development

of

the

legal

reserves

is

as

f

ollows

(x € 1.000)

- Unaudited

Reserve capitalized

development costs

Reserve translation

differences

Total legal

reserves

As of 1 January 2020,

6,891

(395)

6,496

Movements in financial year

(303)

395

92

As of 30 June 2021,

6,588

-

6,588

Capitalisation development costs

53

3

533

Amortisation Database

(737)

Moveme

nts in financial

year

(204)

-

(204)

As of 30 June 2022,

6,385

-

6,385

Resu

lt a

ppr

opriat

ion

Article

30

of

the

c

ompany’s

Article

of

Association

states

that

the

Management

Board

may

propose

adding

(or

withdrawing)

(proportion

of)

the

profits

for

the

year

to

the

other

reserve

subject

to

approval

by

the

Supervisory

Board.

The

remainder

of

the

results

is

at

the disposal

of

the

sh

areholders. The

loss for

accounting y

ear 2021-22

amounts

to

€

(841.000) and

is

proposed

to

be

withdrawn from

the gen

eral reserves. T

he proposed

result a

ppropriation

has

not

be

en

included

in

the balance sheet.

6.38

Earn

ings

per

sha

re

The ord

inary

earnings

per

s

hare

h

ave

been

c

alculated

by

dividing

the

net profit

attributable

to

the

holders

of

ordinary

shares

in

the

parent compan

y

by

the

weighted

a

verage nu

mber

of

ordinary

shares

outstanding

during

the

y

ear.

The diluted earnings per

share have been calculated by

dividing the net pr

ofit attributable to the hol

ders of ordinary shares

in the

parent

company

by

the

sum

of

the

weighted

average

number

o

f

ordinary

shares

o

utstanding

during

the

year

plus

the

wei

ghted

average number

of

or

dinary

shares

that

woul

d

have

been

i

ssued

upon

t

he co

nversion int

o

ordinary

s

hares

of

all potential

ordinary

shares that

could

lead

to

dilution. Per

30

June

this

includes the

c

onvertible bo

nd and

all awarded

share opt

ions.

The earnings

per

share

were c

alculated

as

follows:

Outstanding Shares

2021/22

2020/21

Basic number of shares

4,242,957

Incentive share options awarded

90,300

34,300

Conversion Convertible Loan

884,901

676,004

Fully Diluted number of shares

5,218,158

4,953,261

Profit / (loss) attributable to:

Shareholders of the parent

(841,000)

(2,164,000)

Earnings per Share (in €):

2021/22

2020/21

Basic

(0.20)

(0.51)

Diluted

(0.16)

(0.44)

6.39

Othe

r lon

g-ter

m

liabi

lities

(x € 1.000)

2021

-

22

2020

-

21

Position as of 1 July'21 / 1 January 2020

826

42

8

Change in LT Convertible Loan

1,472

-

Change in LT lease and rent (IFRS 16)

(111)

(3

5)

Change in LF Lawsuit settlement

(5

0)

(8

5)

Change in LT Tax and Social Security Liability

(Covid-19 measure)

112

518

Position as of 30 June 2021 / 31 December 2019

2,250

826

With

the

extension

of

the

duration,

the

Convertible

l

oan,

moved

back

into

the

long-term

liabilities

as

it

has

a

m

aturity

date

of

3

August

2023.

Th

e

amount

also

includes

the

agio

accrual

of

€145.000

(

30

June

2021

€0).

The

long-term

lease

and

rent

obligations

of

€

144

.000

reflect

the long-ter

m

obligation

under

the

current

lease-contracts

for

cars

(€

51.2

00

)

and

rent-agreement

for

the

offices

in

Capelle aan den IJssel

(€

92.300). The short-term portion

of

these obligations are

€

42

.000

for

cars

and

€6

9.000

for

the

office.

The short-term portion

is

reported under

trade

and

other liabilities.

48

During

2020-21,

all

cars

with

internal

c

ombustion

engines

were

replaced

by

el

ectric

vehicles.

Per

30

June

2

02

2,

all

company

vehicles

are

100%

b

a

tt

er

y

el

ectric.

This

is

in

line

with

our

ambition

to

be

mor

e

sustainable

and

operate i

n

an environmental-friendly

way.

For the

settlement of a

lawsuit in 2011, a

payment scheme was a

rranged. The remaining outstanding

amount per 30 J

une 202

2

amounts

to

€

52

.000,

of

which

€

4

8.000

has

a

duration

of

less

than

a

year.

Th

e

loan

is

l

iable

to

interest

at

a

rate

of

2.5%.

The

outstanding amount

has been

recognised

at

amortised

cost,

with

th

e ou

tgoing cash-flow,

discounted

at

a

rate

of

6.0%.

The

long-term

tax

and

social

security

liability

relates

to

a

COVID-

19

measure

granted

by

the

Dutch

government

to

allow

companies

to

temporarily

pause

tax

and

social

security

payments.

The

company

started

benefiting

from

this

m

easure

in

September

2020.

The

measure

end

ed

in

Ma

r

ch

2022.

The

repayment

will

start

in

October

2022,

spread

over

a

m

aximum

of

5

yea

rs.

Th

e

short-term

portion of

this liability amounts to €111.000.

6.40

Trade

a

nd ot

her

liabi

litie

s

(x € 1.000)

2021

-

22

2020

-

21

Creditors

107

22

2

Taxes and social security premiums

59

6

Sales invoiced in advance

17

38

3

Short-term lease and rent settlement obligation

111

14

3

Convertible loan

0

1,251

Other short-term debts

773

23

1

Position as of 30 June

1,067

2,236

6.41

Fina

ncia

l ins

trume

nts

an

d ris

k c

ontr

ol

The

use

of

financial

instruments

arises

from

the

Group’s

operatin

g

activities.

The

Group’s

financial

instruments

comprise

cash,

debtors

and

other

receivables,

creditors

and

other

liabilities.

Current

GeoJunxion’s

policy

regarding

material

amounts

in

foreign

currencies

is

to

convert

cash

in foreign

currencies

to

Euro

as s

oon

as

poss

ible

and

/or

to

make

use

of

de

rivatives,

where de

sirable,

to

miti

gate potential ri

sks from financial instruments.

Cred

it

risk

Credit

risk

is

the

risk

of

a

financi

al

loss

f

or

the

Gro

up

if

a

cust

om

er

or

counter

part

y

of

a

fi

nanc

ial

inst

rum

ent

fails

to

co

mpl

y

wi

th

the obligations contractually taken. Credit

risks arise primarily from claims on debtors or other receivables.

The

Group

has

a

customer

portfolio

of

s

olid,

trusted

and

creditworthy

parties

spread

over

various

regions.

Where

necessary,

customers are subje

ct

to

a credit a

ppraisal. T

he

re

h

av

e b

ee

n

no

disputes

or

impairments

over th

e past

few years. Items that have

been

open

beyond

their

due

date

were

typically

resulting

from c

ustomer

’s

internal administrative

issues

or

linked

to

withholding

taxes on royalty or license invoices related to customers based in Germany.

(x € 1.000)

2021

-

22

2020

-

21

Aging analysis of trade receivables

Gross

Impairment

Gross

Impairment

Not overdue

168

-

474

-

1 to 60 days overdue

9

-

10

-

60

- 180 days overdue

1

-

More than one year overdue

-

Total

178

-

484

-

Liqui

dity r

isk

The liquidity risk

is

the risk for whi

ch the Group will

be

unable

to

fulfil its financial obligations

at

the required time.

As

per

b

alance

sheet

date

30

June

202

2,

the G

roup

had

a tot

al

balance

of

cas

h

and

cash equivalents

of

€9

53

.

00

0

(

30

J

u

ne

2

0

21

:

€822,000

).

During

the

past

acco

unting

year

fro

m

1

July

2021

to

30

June

202

2,

the

company

generated

positive

cash

fo

r

€131.000.

As

a

result, no financial transactions were required in the past accounting year to fund its ongoing operations.

During

the

preceding

18

months

accounting

y

ear

from

1

January

2020

to

30

June

202

1

the

net

cash

flow

from

operating

and

investing activities

was negative for

an amount of

€2.118

.000.

To secure its

ability to pay th

e company

’s

liabilities, GeoJunxion

entered into two financial transactions in 20

22

-

21

:

•

A

co

nvertible

loan

of

€

1,150,000

was

closed

pe

r

4

February

20

20.

Pro

vided

by

a

group

of

investors,

this

convertible

49

loan

bears

an

interest

of

9%

p.a.

(of

which

3%

is

paid

in

c

ash

and

6%

is

paid

in

kind

(PIK)

by

addin

g

it

t

o

t

he

p

rincipal

amount). T

he loan is secured by

a pledge on the IP owne

d by GeoJunxi

on as well as a pledge

on the shares of

GeoJunxion

Products

BV.

The

loan

had

an

initial

duration

of

two y

ears,

but

was

extended

for

18

months

in

October

2021, to

bri

ng

the

maturity

date

to

3

August

202

3.

The

loan

is

convertible

during

this

p

eriod

into

ordi

nary

GeoJunxion

shares

at

a

conversion pr

ice

of

€1.

50

per

s

hare.

•

In

D

ec

e

mb

e

r

2

0

2

0,

t

he

company

issued

shares

using a

private

placement

supported

by

its

existing

main

shareholders

and

a

limited number

of

new

investors.

A

total

of

5

15.820

new

shares were

issued

at

a

price

of

1.60

Euro

per

share.

This

resulted

in

an

equity increase

of

€825.000.

Furthermore,

the

company

relies

on

exi

sting

and

new

ord

ers

from

customers

to

m

aintain

the

ability

to

meet

its

obligations.

Management

is

m

onitoring

and

managing

th

e

company’s

liquidity

on

an

o

ngoing

basis.

A summary of Cash, current assets and current liabilities is provided below:

(x € 1.000)

2021

-

22

2020

-

21

Cash and cash equivalents

953

82

2

Trade receivables

178

48

4

Other receivables

131

23

7

Cash and current receivables

1,262

1,543

Trade liabilities

107

22

2

Deferred revenue

394

38

3

Other current liabilities

566

38

1

Convertible Loan

0

1,250

Current liabilities

1,067

2,236

Liquidity balance per closing date

19

5

(693)

A negative

l

iquidity

balance m

eans that

th

e

c

ompany h

as a

higher balance

of

c

urrent l

iability compared

to

its

available ca

sh, c

ash

equivalents

a

nd

short

-term

receivables. This

negative

liquidity

balance

per

30

June

2021,

meant

that

the

company

n

eeded

to

take

actions

to

fulfil

its

s

hort-term

obliga

tions.

During

the

accounting

year

20

21

-

22

the

c

ompany

took

following

actions,

whi

ch

effectively resolved the negative liquidity balance:

•

The maturity date of the Convertible Loan was extended by 18 months to mature per 3 August 2023.

•

Significant

efforts

were

made

to

increas

e

the

order

intake,

th

e

revenue

generated

from

c

ontracts

won

,

im

prove

the

margins on contracts executed and improve the speed of cash collection

on

the outstanding invoices.

•

Strict

c

ost

c

ontrol

measures w

ere

implemented aiming

to

eliminate

contracts and

costs whi

ch

delivered

insufficient valu

e

for the company.

•

The

internal

organizational

structure was

reviewed

,

resulting in

a

res

tructuring of

the

management

team,

removing

the

positions of Head of Marketing and Head of Business Strategy.

GeoJunxion

management

will con

tinue t

o execute

on

other

efforts to

ensure

its

liquidity b

alance remains

positive

.

It

will

remain

prudent in its investment decisions and its hiring process, while ensuring this does not hamper th

e top line growth potential.

The contractual due dates and cash flows (including owed interest) for the finan

cial commitments are as follows:

(x € 1.000)

book value

contractual

cash flows

< 6 months

6-

12m

> 1 year

30 June 2022

Creditors

107

10

7

107

-

Taxes and social security premiums

59

-

Sales invoiced in advance

17

-

Short-term lease and rent obligations

111

11

1

65

46

-

Other short-term debts

773

77

3

114

117

-

Convertible loan & Agio Accrual

1,327

-

1,327

Other long-term debts

923

92

3

-

923

Total

3,317

362

163

2,250

50

(x € 1.000)

book value

contractual

cash flows

< 6

months

6-

12m

> 1 year

30 June 2021

Creditors

222

22

2

222

-

Taxes and social security premiums

6

-

Sales invoiced in advance

383

38

3

383

-

Short-term lease and rent obligations

143

14

3

143

-

Convertible loan

1,251

-

1,251

-

Other long-term debts

826

82

6

-

826

Other short-term debts

231

23

1

114

117

-

Total

3,062

868

1,368

826

Curre

ncy

ris

k

The

currency

risk

i

ncurred

by

the

Group

arises

from

the

purchases

and

sales

in

a

currency

other

than

the

functional

currency

of

the

Group. Company policy

is

aimed

at

concluding sales

and

purchase contracts

in

Eu

ro where

ver possible. A certain percentage

of

the sales

and

purchases

in

202

1-22 was,

h

owever, rea

lised from

contracts

in

foreign currency (pr

imarily

in

USD and a minority

in

GBP

).

Per

30

June

2022

the co

mpany h

a

s

n

o

c

u

r

e

n

c

y

exposure

to

the

In

dian

Roepiah.

Th

e

legal enti

ty AND

Data

India

Ltd

has

b

een

liquidat

ed

.

The most important curre

nci

es and t

h

eir r

elate

d exchange rates during the financial year are

as

follows:

average r

ate

closing rate

2021

-2022

2020

-

21

2021

-2022

2020

-

21

EUR

1.000

USD

0.866

0.860

0.959

0.860

INR

0.012

As

of

th

e ba

lance sheet

date t

he Group

has

t

he following

outstandin

g

amounts

in

foreign

currency:

(x € 1.000)

USD

2021

-2022

2020

-

21

Trade and other receivables

34

410

Trade and other liabilities

(2)

Cash a

nd cas

h equ

ivalen

ts

9

67

Total

40

475

Sensitiv

ity

analy

sis

The

company

is

most

exposed

to

a

change

in

the

exchange

rate

of

the

USD

compared

to

the

Euro.

The

potential

im

pact

of

an

appreciation/depreciation

of

t

he

Euro

in

relation

to

the

Dollar

is

the

outstanding

amounts

in

foreign currency,

to

th

e

volume of revenue invoiced and collect

ed

in foreign currency and the amount of cost invoices received in foreign currency.

T

he

t

a

bl

e

b

el

ow

s

h

ow

s t

he

p

ot

en

t

i

a

l i

mp

ac

t

o

f a

5%

m

o

v

em

en

t

of

t

h

e E

ur

o

t

o

th

e

U

S

D o

n

t

he

op

en

am

o

u

n

ts

at

t

h

e c

lo

si

ng

d

a

t

e a

nd

on

t

he

n

e

t

vo

lu

me

o

f

re

ve

n

ue

d

ur

i

ng

th

e

a

cc

ou

nt

in

g

ye

ar

,

of

fs

e

t

b

y

co

s

t

s

in

cu

rr

ed

d

ur

i

ng

th

e

ac

co

u

nt

in

g

ye

ar

i

n

US

D.

(x € 1.000)

- USD Exposure - Impact type

Closing Balances

Revenue / cost

2021

-'22

2020

-

21

2021

-'22 (12M)

2020

-21 (18M)

Impact result appreciation € with 5%

(2)

(24)

(7

3)

(6

3)

Impact result depreciation € with 5%

2

24

73

63

Interest

risk

The

Group

h

as

a

convertible

loan

with

a

fixed

interest

rate

for

the

duration

of

the

lo

an.

At

the

time

of

refinancing

this

loan,

the

company

is

subject

to

interest

and

financing

risk.

Du

ri

ng

the

ac

co

unti

ng

yea

r

202

1-22

,

t

he

c

ompany

has

pa

id

negative

interest

rates

on

t

he

open

deposits w

ith

the

ba

nk

at

an

nu

al

rate

of

-

0.5%

. Wit

h the rec

ent incr

eas

es in the i

nter

est rate

s by the E

uro

pean

Cent

ral

B

ank,

we

ex

pect

t

he

neg

ativ

e

inter

ests

t

o

be

red

uce

d

or

r

evers

e

into

a

posi

tive

inter

est

rate

on

th

e

op

en

am

ount

s

on o

ur b

ank

acco

unts.

51

Capi

tal

m

ana

gem

ent

The capital management of the Group is aimed at sustaining the capital structure which allows the Group to achieve its strategic

goals

and

operational n

eeds

and

co

ntributes

to

future d

evelopment

of

t

he

Group

’s

activities.

The Group

manages

its

capital structure an

d adjusts

this when

deemed necess

ary based

on changes i

n econo

mic conditions.

T

o

maintain

or

adjust the

capital struc

ture, the

Group

can i

ssue new

shares, p

ay back

capital

to s

hareholders

,

by

acquiring

its o

wn

shares,

or

adjust

the

di

vidend

pol

icy.

In

the case

of

GeoJunxion, the

shareholders’

equity qualifies

as

share

capital according

to

the

IFRS

definition.

For

the

dividend

policy,

reference

is

made

to

the

section

containing

information

on

GeoJunxion s

hares

on

page

7.

6.42

Renta

l a

nd

opera

ting

lease

agre

eme

nts

The amounts owed

under rental

and

op

erating lease agreem

ents fall due

as

follow

s:

(x € 1.000)

2021

-

22

2020

-

21

< 1 year

111

101

1

- 5 years

2,250

254

>

5

years

-

Total

2,361

355

Per

1

January

2019,

IFR

S

16

le

ases

came

into

effect.

This

guideline

was

applied

by

GeoJunxion

using

the

transitional

relief,

a

llowing

the entity

not

to restate

prior periods.

In the table

a

bove, th

e

2021

-22

and

2

020-

21 am

ounts

reflect the

remaining “ri

ght of

use

” on

the

basis

of

app

licable ca

r

lease

contract

s

and

rental

agreement

for off

ice space.

At

balance

sheet

dates,

the

“right

of

us

e”

was

capitalised

at

value

equalling

the

remaining

discounted

co

ntractual

va

lue

of

the

applicable

lease

and

rental

contracts

,

us

ing

a

WACC of

9%

.

6.43

Relate

d

partie

s

The

part

ies

affil

iated

to

t

he

group,

of

which

Geo

Junxion

N.V.

is

the

par

ent

company,

a

re

classified

into

-

group

companies

-

Supervisory

Board

members

-

Management Board

members

As result of the recent actions put in place to simplify the group structure, several foreign and Dutch dormant legal entiti

es were

liquidated. The current group structure

consists of 2 legal en

tities:

-

GeoJunxion NV

–

the parent company

–

100% owner of the

subsidiary

-

GeoJunxion BV

–

the operating subsidiary

In

the nor

mal

cou

rse

of

business, rel

ated

party transaction

s t

a

ke

place

at

normal

market

conditions (at

arm’s

length).

Transactions

among group

companies are

eliminated

in

the

consolidation.

For the

remuneration paid

to

t

he members

of

the

Management

and

Supervisory Bo

ard r

eference

is

made

to

in

sections

6.26

and

6.27

of

th

e

notes.

52

6.44

Subse

que

nt e

ve

nts

Lack of Audito

r & consequen

ces

On

22

September 2022

,

GeoJunx

ion

announced

that

d

espite

very ex

tensive ef

forts, it

wasn’

t

able to

c

ontract

a PIE

/OOB

-licensed

auditor for the audit of its June 20

21

-

22

Consolidated Financial Statements.

The

company

is

therefore

, o

nce

again

forced

to

publish

its

Consolid

ated Fi

nancial Sta

tements wit

hout

an

auditor’s

opinion.

The

Supervisory

and

Management

Boards

want

to

stress

that

the

reasons

and

considerations

of

the

audit

firms

not

to

se

rve

the

company

are

completely

ou

tside

of

our

control.

In

fact,

they

find

the

root

cause

in

the

strict

application

of

t

he

legislation

for

PIEs/OOBs, as well as in the ongoing resource limitations within the PIE/OOB-licensed audit firms.

The

Company wishes

to stress

that it

has been

completely

transparent i

n

all i

ts media re

leases and

communications

throughout

th

e past accounting year.

GeoJunxion

is

not

the

only

affected

company.

There

are

about

10

com

panies quo

ted

on Euron

ext

Amsterdam

stock

exchange

unable

to

present

audited

financial

statements

.

I

t

is

en

couraging

to

see

that

a

t

legislative

level

th

is

issue

has

received

some

attention.

It

remains

to

b

e

seen

if

this

initiative

will

provide

a

tim

ely

re

solution

,

considering

that

Euronext

Amsterdam

m

ay

act

towards GeoJunxion and other companies starting mid

-April 2023.

7.

GeoJunxion

NV

subsidiari

es

GeoJunxion BV has been fully included

in

the

consolidation per

30

June

2022.

Entity

Location,

country

Interest

GeoJunxi

on B.V.

Capelle

aan

den

IJssel,

The N

etherlands

100%

The following

entities h

ave been

liquidated

during the accounting year 2021-

22

.

Entity

Location,

country

AND

Holdi

ng

B.

V.

Capelle

aan

den

IJssel,

The N

etherlands

AND

Publi

shers

B.

V.

Capelle

aan

den

IJssel,

The N

etherlands

AND Data

India

Pvt Lt

d

Pune India

53

8.

Company

statement

of

financia

l

position

As

of

30

Jun

e

(before

profit

appropriation)

(x € 1.000)

Note

2021

-

22

2020

-

21

Assets

Intanbigle assets

10.3

3

Non-current assets

10.4

10,891

10,962

Deferred tax assets

10.5

2,9

15

2,8

81

Total non-current assets

13,809

13,846

Trade and other receivables

10.6

7

1

03

Cash and cash equivalents

629

5

94

Total current assets

636

6

97

Total assets

14,445

14,543

Shareholders' equity

Issued and paid-up capital

3,1

82

3,1

82

Share premium reserve

36,665

Legal reserve

9,7

19

9,7

19

Exchange difference reserve

-

Unappropriated result

(8

41)

(2,164)

Retained earnings

(40,945)

(38,801)

Total shareholders' equity

10.7

7,7

80

8,6

01

Trade and other liabilities

10.8

5,1

93

4,6

91

Convertible loan

10.9

1,4

72

1,2

51

Total current liabilities

6,6

65

5,9

42

Total liabilities

6,6

65

5,9

42

Total shareholders’ equity and liabilities

14,445

14,543

9.

Company

statement

of

profit

or

loss

(x € 1.000)

Note

2021

-

22

2020

-

21

Personnel expenses

(4

43)

(652)

Other operating expenses

(

86)

(107)

Other operating result

(5

29)

(759)

Financial expense/income

(2

57)

(126)

Extraordinary result

-

16

6

Result before tax

(7

86)

(719)

Result from participations after tax

10.4

(

71)

(1,769)

Taxation

16

32

4

Net profit

(8

41)

(2,164)

54

10.

Notes

to

the

c

ompany

financial st

atements

10.1

General

The company financial

statem

ents form

part

of

the financi

al s

tate

ments

2021-22 of

GeoJu

nxion N.V.

Th

e

acco

unting

y

ear 2021-

22

started

per 1

July

2021

and

e

nde

d

per

30

J

une

2022.

Th

e

ng

year

2020-

21

covers

an

18

-

months

p

eriod

which

starte

d per

1 Janu

ary 20

20 and

ende

d per 3

0 Jun

e 2021

.

10.2

Princ

iples

for

t

he

val

uati

on

of

a

sse

ts

a

nd

lia

bilitie

s

a

nd

the

deter

mina

tio

n

of

the

re

sul

t

To

deter

mine

the

accounting

polic

ies

for

its

company

fin

ancial

statement

s,

Geo

Junxion

N.V.

utilis

es

the

optio

n

offered

in

Articl

e

2:362 (8) of

the Nether

land

s

Civil Code. This means the princ

iples for assets and liabiliti

es valuati

on and

the deter

minatio

n

of the

result

of t

he co

mpany f

inanci

al sta

tement

s of G

e

oJu

nxion N

.V. ar

e equa

l to t

hose o

f th

e consol

idat

ed finan

cial s

tatemen

ts.

10.3

Intangible assets

The int

angib

le ass

ets rel

ate t

o the v

alue o

f the

“

G

eoJun

xion.c

om

”

do

main na

me.

This a

sset i

s value

d at th

e acqui

sition

value

. It i

s

not am

orti

zed, but

subje

ct to

regu

lar

impairm

ent t

estin

g.

10.4

Fina

ncia

l

fixe

d

ass

ets

Parti

cipatin

g

intere

sts

are

valued

at

net

asset

value

according

to

the

accounti

ng

polic

ies

of

the

parent

company

’s

fina

ncial

stateme

nts,

for en

titi

es wher

e sign

ifican

t infl

uence

is e

xercis

ed ov

er th

e fina

ncial

and c

ommerci

al pol

icy.

Per

30

June

2022,

there

is

only

one

remainin

g

entity

over

which

GeoJunxi

on

NV

has

signific

ant

influen

ce:

GeoJun

xion

BV.

The

other c

ontrol

led ent

ities

were dor

mant an

d were liquid

ated to

simplif

y the gro

up stru

cture a

nd eli

minate n

on-value

-added

admin

istrat

ive act

ivitie

s, su

ch as

the pr

epara

tion an

d fi

ling o

f the

annual

acco

unts

and

t

he tax f

il

ing

.

The mo

vement

in t

he val

ue of

the

partic

ipat

ing inte

rest

s in g

roup c

ompani

es is

i

nclud

ed i

n the

tabl

e below

:

(x € 1.000)

2021

-

22

2020

-

21

Participating interests in group companies

Position as of 1 July 2021 / 1 Jan 2020

10,962

12,726

Share in result after-tax

(71)

(1,478)

Dividend

-

Currency differences

-

(286)

Position

as

of

30 June

10,891

10,962

GeoJun

xion N.V. is the parent co

mpany and has capita

l intere

sts that are expla

ined in part 7

of the

se

financi

al statem

ents. Ther

e

are

no

currency

differenc

es p

er

3

0

June 2

022,

as

the grou

p

no

longer

c

ontai

ns

fore

ign

affiliates

wit

h

a r

eporti

ng

curr

ency

that

is

not

Euro.

10.5

Defer

red

tax

rec

eiva

ble

s

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

GeoJunxion N.V.

forms

a

fisca

l

unity for

c

orporation

tax purposes

with Geo

Junxion

BV.

Previously

also

other group

entities were

included in this fiscal unity, but they have been removed at the time of liquidation.

The deferred

tax asset included in

the company’s bo

oks

, relate

to

re

coverable losses resulting from

taxable losses i

ncurred over

the previou

s y

ears.

As a

result of

changes in

the Dutch

tax legislation

in 2021,

th

e taxable

losses no

longer

expi

re. T

his in

creases

the likelihood that they will be recovered in the future.

55

10.6

Trade

and

othe

r rece

iva

bles

(x € 1.000)

2021

-

22

2020

-

21

Prepaid expenses

7

15

Other receivables

-

88

Total

7

103

10.7

Share

hol

ders

’

eq

uity

Notes

on

the

sha

reholders’

equity

are included

in

sec

tion 6.3

7

of

t

he notes

to

the consolidat

ed financial statements.

10.8

Trade

a

nd

othe

r

l

iabi

lities

(x € 1.000)

2021

-

22

2020

-

21

Creditors

1

11

Group companies

5,092

4,601

Other liabilities

100

79

Total

5,193

4,691

10.9

Convertible Loan

The convertible loan amount consists of the following components:

(x € 1.000)

2021

-

22

2020

-

21

Initial principal amount

1,150

Payment in kind interests added to principal

177

101

Cash payment premium accrued

145

-

Total

1,472

1,251

10.10

Personnel

The personnel c

osts included i

n the GeoJunxion NV

en

tity

income statement, contain t

he recharge of s

alary costs a

nd consultancy

fees

for

the

CEO/

CFO

and

the

CBO.

In

addition,

this

includes

the

fees

for

the

Supervisory

board

members.

The

reduction

from

2020

-21 to 2021-22

is mainly due

to the

duration of the related

accounting years, with 2020

-21 c

overing an 18

-months period and

2021

-22 covering a 12-months period.

10.11

Fisc

al en

ti

ty

GeoJunxion

N.V.

forms

a

fiscal

uni

ty

for

corporation

tax

purposes

with GeoJunxion

BV.

In

accordance

with

the

standard

condit

ion

s

for a fiscal unity

, the parti

cipat

ing com

pani

es are joint

ly

and

sev

erall

y liable

for

the pay

me

nt

of

taxes.

In

additi

on,

GeoJunxion

N.V. forms

a

fi

scal unity

with

GeoJunxion B.V.

for

VAT

purposes. These tw

o co

mpanies are

als

o

jointly

and

severally

liabl

e

for

t

he

pay

ment

of

a

ny

t

axes

in

resp

ect

of

VA

T.

10.12

Re

munera

tio

n

of

the

Manage

me

nt Boar

d

and

Su

pervis

ory

Boar

d

Notes

on

the

remuneration including

sha

re

option

ri

ghts

of

the

M

anagement Bo

ard

and

Supervisory Board

may

be

found

in

se

ctions

6.26

and

6.27

of

th

e

notes.

56

10.11

Auditor’s

fees

The

company

has

no

t

been

able

to

close

a

c

ontract

with

any

o

f

the

6

available

PIE/OOB

li

censed

auditing

companies

in

the

Netherlands.

All

6

firms were

requested

to

provide a

quotation to audit

th

e Ge

oJunxion ann

ual accounts.

None of

these was

will

ing

to provide a quotation.

2021

-

22 (x € 1.000)

Other

-

Total

-

2020

-

21 (x € 1.000)

Mazars

Other

Audit Mazars Pune (India)

7

-

Total

7

-

10.12

Post

-bala

nce

sheet ev

ents

For post-balance

sheet events

please refer

to

note

6.44

of

the finan

cial statements.

Capelle

aan

den

IJss

el,

27

Oct

ober

202

2

Management

Board

Supervisory

Board

I.E.M.

Vl

eeschou

wers

C.S.M.

Mol

ena

ar

F. Altam

ura

S.P. Fer

nback

B.J. G

lick

57

11.

Other

information

11.1

Abse

nce

of

an

inde

pen

dent

a

udi

tor’s

re

port

The

company

has

been

unable

to

contrac

t

a

PIE/OO

B-licens

ed

auditor

for

the

audit

of

its

June

20

21

-

22

Consolidated

Financial

Statements.

It

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

GEO

JU

NX

ION

N.V

.

Rivium

Quadrant

75

2909

LC

Capell

e

aan

den

IJs

sel

Netherlands

Phon

e

0031

(0)

10

885

120

0

Fax

0031

(0

)

10

885

123

0

info@and.com

GeoJunxion B.V.

Riv

ium

Q

uad

rant

75

2909

LC

Capell

e

aan

den

IJs

sel

Netherlands

GeoJunxion

N.V.

All

Rights

Reserved.

Relationships	Order	Preferred Label	Label Role	Doc	Period Type	Balance	Type	Reference
{{presentation.Name}}	{{presentation.Order}}	{{presentation.Label}} {{presentation.SecondaryLabel}}	{{presentation.PreferredLabel}}		{{presentation.PeriodType}}	{{presentation.Balance}}
No presentation is available

Relationships	Calculation	Weight	Order	Standard Label	Doc	Period Type	Balance	Type	Reference
{{calculation.Name}}	View	{{calculation.Weight}}	{{calculation.Order}}	{{calculation.Label}} {{calculation.SecondaryLabel}}		{{calculation.PeriodType}}	{{calculation.Balance}}
No calculation is available

Relationships	Status	Order	Standard Label	Doc	Period Type	Balance	Type	Reference
{{definition.Name}}	WiderNarrower	{{definition.Order}}	{{definition.Label}} {{definition.SecondaryLabel}}		{{definition.PeriodType}}	{{definition.Balance}}
No anchor element is available

ELEMENT NAME	{{period}}
{{calculationSummary.elementName}}	{{calculationSummary.periodValues[$index]}}
{{childElement.childElementName}}	{{childElement.periodValues[$index]}}
CALCULATED	{{calculationSummary.periodValues[$index]}}
DIFFERENCE	{{calculationSummary.periodValues[$index]}}