D R I V I N G T E C H N O L O G Y F O R W A R D

A N N U A L R E P O R T 2 0 2 3

1

Introduction

Our heart beats for the digital

automotive industry.

We want to design the industry's digital future and provide our customers - manufacturers and dealerships - with the best possible technology and support.

WE ARE MOTORK

"At MotorK, we are committed to excellence and relentless pursuit of innovation.

We call ourselves SparKers because within each of us a spark ignites, guiding the digital revolution in the mobility industry. In this Annual Report, we showcase the milestones that have marked our journey and inspired a future where MotorK continues to be the driving force behind positive change in the automotive landscape. It's said that technology progresses slowly and then all of a sudden. The feeling is that we are at the 's' of sudden."

Marco Marlia

Chief Executive Officer

2

Highlights

HIGHLIGHTS

Revenues

€42.9m

2022: €38.5m

Adjusted EBITDA2

-€1.4m

2022: €0.2m

PDF/PRINTED VERSION

This document is the PDF/printed version of MotorK's 2023 Annual Report and has been prepared for ease of use. The 2023 Annual Report in European Single Electronic Format (ESEF) is the official version. The ESEF reporting package is available on the Company's website. In case of any discrepancies between this PDF version and the ESEF reporting package, the latter prevails.

Acquisitions completed in 2023

1

2022: 3

Committed annual recurring revenues (CARR)3

€38.6m

2022: €29.8m

ABOUT THIS REPORT

This report is intended to inform stakeholder groups that have an impact on, or are impacted by, our business. This includes customers, investors and shareholders, regulators and supervisors, employees, government authorities and nongovernmental organisations. It aims to give our stakeholders a balanced overview of our activities and MotorK's ability to create and sustain value. We welcome reactions and views, which can be emailed to investors@motork.io. Additional disclosures are available on investors@motork.io.

Net cash1

€3.5m

2022: €19.2m

Customers4

5,200

2022: 3,200

FORWARD-LOOKING STATEMENTS

This document contains certain forward-looking statements with respect to the operations, performance and financial condition of the Group. Such forward-looking statements speak only as of the date of this Annual Report and are expressly qualified in their entirety by the cautionary statements included in this Annual Report. Without prejudice to its obligations under Dutch law and English law in relation to disclosure and ongoing information, the Company undertakes no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Nothing in this Annual Report should be construed as a profit forecast.

COMPANY OVERVIEW

Highlights

02

At a Glance

03

Our Strategic Framework

04

Our Foundations

05

Our Investment Case

08

STRATEGIC REPORT

Chairman's Statement

10

CEO's Statement

13

Market Overview

15

Our Business Model

18

Our Strategy

19

Our ESG Vision

25

Stakeholder Engagement and S172 Statement

35

Financial and Operating Review

37

Financial and Non-Financial KPIs

43

Principal Risks and Uncertainties

44

CORPORATE GOVERNANCE

Corporate Governance Report

51

Governance Overview

52

Non-Executive Directors' Report

57

Board of Directors

60

Executive Management Team

62

Directors' Report

64

Remuneration Committee Report

69

FINANCIAL STATEMENTS

Independent Auditor's Report

84

Consolidated Statement of Profit and Loss and Other

Comprehensive Income

93

Consolidated Statement of Financial Position

94

Consolidated Statement of Cash Flows

96

Consolidated Statement of Changes in Equity

97

Notes Forming Part of the Consolidated Financial Statements

99

MotorK Plc Statement of Financial Position

138

MotorK Plc Statement of Changes in Equity

139

Notes Forming Part of the MotorK Plc Financial Statements

141

Group Alternative Performance Measure

152

  1. It is equivalent to the caption Cash and cash equivalents reported in the Consolidated Statement of Financial Position on page 94 of this Annual Report.
  2. This is a non-GAAP measure considered relevant by management and it is considered a Group Alternative Performance Measure ("APM"). Reconciliation with the accounts is provided on page 154 of this Annual Report.
  3. This is a non-GAAP measure considered relevant by management and it is considered a Group APM. Reconciliation with the accounts is provided on page 152 of this Annual Report.
  4. Including customers of the companies acquired in FY2023.

Company Information

156

STATEMENTS

3

At a Glance

W E A R E

MOTO R K

Tech mindset, automotive focus

SIMPLIFYING THE DIGITAL LANDSCAPE We are a leading and fast-growingsoftware as a service (SaaS) provider for the automotive retail industry in the Europe, Middle East and Africa (EMEA) region.

We empower car dealers and original equipment manufacturers (OEMs) to improve their customer experience through a broad suite of fully integrated digital products and services.

OUR PLATFORM

Our open and scalable automotive retail platform, SparK, enables dealers and OEMs to move in step with changing consumer behaviour by integrating sales, marketing and operations activities into a single, cost-effective outsourced solution.

Integrations

200+

automotive-specific features

A TRUSTED PARTNER

Enterprise customers

38

2022: 20

Retail customer base

5,200

2022: 3,200

Innovation is at the heart of our DNA

READ MORE ABOUT OUR

BUSINESS MODEL:

PAGE 18

BROAD

GEOGRAPHICAL

FOOTPRINT

We operate through

12 offices in 8 countries, employing 449 people1.

1 This is the number of employees at the end of the reporting period (please refer to the Financial and Non-Financial KPIs section on page 43).

REVENUE

Revenue mix

SaaS platform 76% (2022: 73%)*

Digital marketing 18% (2022: 19%)

Other revenues 6% (2022: 8%)

*It includes Contract start-up revenue. Please refer to the Financial and Operating review Section on page 38 for further details.

MotorK Annual Report 2023

OVERVIEW

COMPANY

REPORT

STRATEGIC

GOVERNANCE

CORPORATE

STATEMENTS

FINANCIAL

4

Our Strategic Framework

D R IV I N G I N N OVATI O N A N D G ROW TH

Everything we do is aligned to achieve our vision.

OUR VISION

OUR MISSION

To be the most trusted

We shape the future of mobility.

technology partner for

mobility distribution.

Our strategic elements:

Innovate, Land and Expand, Consolidate

OUR VALUES

CUSTOMER

FORWARD

RESULT

ALWAYS

EMPOWERING

OBSESSED

THINKING

DRIVEN

AMBITIOUS

INCLUSION

READ MORE: PAGE 19

OUR FOUNDATIONS

TECHNOLOGY

MOBILITY

PEOPLE

We are a natively digital company:

We speak the language of mobility:

We design technology to create value

innovation is deeply rooted in our DNA.

we understand the industry and its

for mobility players and customers.

challenges.

READ MORE: PAGE 5

READ MORE: PAGE 6

READ MORE: PAGE 7

OUR

MISSION

Our values, foundations

OUR BUSINESS MODEL

Providing innovative digital solutions to meet the specific needs of OEMs and dealers, including managing the entire vehicle sales process, customer loyalty and after-sales relationships, with significant investment in research and development (R&D).

OUR STRATEGIC ELEMENTS

Based on MotorK's core values, our Innovate, Land and Expand and Consolidate pillars positions us well to achieve our vision and mission.

CORPORATE GOVERNANCE

and business model

READ MORE: PAGE 18

READ MORE: PAGES 19 - 24

FINANCIAL STATEMENTS

5

Our Foundations

"With continuous innovation guiding all aspects of our business, we recognised the cross-cutting potential of artificial intelligence and made it a cornerstone of our strategy, anticipating its disruptive influence across all industries, automotive being no exception."

WE ARE A NATIVELY DIGITAL

COMPANY

WE ARE A NATIVELY DIGITAL

COMPANY: INNOVATION IS

DEEPLY ROOTED IN OUR DNA.

TECHNOLOGY

Leveraging our extensive R&D expertise, we provide our clients with state-of-the-art digital solutions to support their business, integrated into a single platform. This year, we accelerated our artificial intelligence (AI) research and launched Tech LABS to confirm our position as a leading industry innovator. This programme supports our aim to design and implement new technologies to improve the automotive customer experience, making

this increasingly seamless and customised and to optimise business operations, reducing costs while facilitating the daily activities of dealers.

READ MORE: PAGES 20 - 21

MotorK Annual Report 2023

OVERVIEW

COMPANY

REPORT

STRATEGIC

GOVERNANCE

CORPORATE

STATEMENTS

FINANCIAL

6

Our Foundations continued

WE UNDERSTAND THE INDUSTRY AND

ITS CHALLENGES

WE SPEAK THE LANGUAGE OF

MOBILITY: WE UNDERSTAND THE

INDUSTRY AND ITS CHALLENGES.

MOBILITY

We recognise the importance of standing in our customers' shoes: that's why all of us have a deep knowledge and passion for the automotive industry. From senior managers to operational roles, we work with a common goal in mind: embrace the challenges within the industry and identify future-proof solutions to change the mobility world for the better. This year we kept improving the platform, also through AI integration. In

parallel, we focused on data security and consolidating the reliability of our services by starting the implementation of ISO 27001:2022 and by introducing two-factor authentication into our core solutions.

We believe this a step forward in delivering the Group's vision and providing dealers and car manufacturers with reliable tools, which can ensure the safety and confidentiality of client information.

"Our vision to be the most trusted technology partner for mobility distribution can only be achieved if we maintain a customer-centric approach in everything we do."

GOVERNANCE

CORPORATE

STATEMENTS

FINANCIAL

READ MORE: PAGE 20

7

Our Foundations continued

"We are people working for people, putting our technology at the service of our partners and their end customers."

WE SUPPORT

OUR PEOPLE TO CREATE VALUE

WE DESIGN TECHNOLOGY TO

CREATE VALUE FOR MOBILITY

PLAYERS AND CUSTOMERS.

PEOPLE

Our colleagues, known as "SparKers", have a strong desire and commitment to make a positive impact with what we do and to create value. Working together, we truly believe we can shape the future of mobility, putting our technology at the service of our partners and their end customers. This year we appointed Daria Grazzi as our Chief Human Resources Officer (CHRO), confirming the centrality of people in the Group's strategy and reinforcing our commitment to Equity, Diversity and Inclusion (ED&I).

READ MORE: PAGES 26 - 31

MotorK Annual Report 2023

OVERVIEW

COMPANY

REPORT

STRATEGIC

GOVERNANCE

CORPORATE

STATEMENTS

FINANCIAL

8

Our Investment Case

D R IV I N G

I N N OVATI O N A N D G ROW TH

Committed to continuous innovation, MotorK has rapidly grown into a high-performing company leading the European SaaS scene for automotive distribution.

DIFFERENTIATED

SOLID FINANCIAL

FAVOURABLE MARKET

CLEAR STRATEGY FOR

SOLUTIONS

PERFORMANCE

DYNAMICS

GROWTH

First at-scale,one-stop-

Strong growth, both organic

Sizeable addressable market,

Innovate: ongoing investment

shop SaaS platform for

and via acquisition

still largely underserved

in innovation to extend product

automotive retail

Recurring revenues from

Well-positioned in terms

categories and embrace

Attractive features support

SaaS model

of scale, product suite and

industry trends

customers throughout

Exceptional unit economics

regional exposure in EMEA

Land and Expand: upselling

vehicle lifecycle

driving organic growth

to leverage consolidation

and cross-selling to loyal and

Extensive app and solutions

Track record of successfully

opportunities in a highly

growing customer base

partner ecosystem

integrating acquisitions

fragmented market

Consolidate: selected

Open, scalable and

Growth and long-term-oriented

acquisitions to enter new

integrated technology

investments slightly impacting

markets and expanding

Ongoing investment

EBITDA in the reporting period

presence in existing markets

in innovation and

to consolidate market share

product launches

and strengthen position as

European leader

READ MORE:

READ MORE:

READ MORE:

READ MORE:

PAGE 18

PAGES 83 - 155

PAGES 15 - 17

PAGES 19 - 24

R&D investments as a % of Group

Committed annual recurring

Addressable market2

Acquisitions

total revenues

revenues (CARR)1

€6.2bn

9

34%

€38.6m

2022: €5.4bn (EU10 and UK)

since 2016

2022: 37%

2022: €29.8m

API integrations3

Adjusted EBITDA4

Market share5

200+

-€1.4m

1.1%

2022: 200+

2022: €0.2m

2022: 0.8%

  1. This is a non-GAAP measure considered relevant by management and it is considered a Group APM. Reconciliation with the accounts is provided on page 152 of this Annual Report.
  2. Addressable market including EU10 and UK.
  • Application Programming Interface is defined as a set of rules, protocols and tools that allows different software applications to communicate and interact with each other.
  1. This is a non-GAAP measure considered relevant by management and it is considered a Group APM. Reconciliation with the accounts is provided on page 154 of this Annual Report.
  2. It is calculated as a percentage of total Group revenues over addressable market where the Group operates (EU5, €4bn).

MotorK Annual Report 2023

OVERVIEW

COMPANY

REPORT

STRATEGIC

GOVERNANCE

CORPORATE

STATEMENTS

FINANCIAL

9

Strategic Report

STRATEGIC REPORT

Chairman's Statement

10

CEO's Statement

13

Market Overview

15

Our Business Model

18

Our Strategy

19

Our ESG Vision

25

Stakeholder Engagement and S172 Statement

35

Financial and Operating Review

37

Financial and Non-Financial KPIs

43

Principal Risks and Uncertainties

44

MotorK Annual Report 2023

OVERVIEW

COMPANY

REPORT

STRATEGIC

GOVERNANCE

CORPORATE

STATEMENTS

FINANCIAL

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Disclaimer

Motork plc published this content on 16 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 17 April 2024 15:57:08 UTC.