Annual report 2025 - English

Annual Report 2025

morrowbank.com

Morrow Bank is a modern and fully digital

bank with 10 years of expertise in loans

and credit. Today, we have customers in Sweden, Norway, Finland, and Germany, offering various loan products, credit cards, savings accounts, and insurance. At Morrow Bank, we aim to help you look optimistically towards tomorrow, no matter what it

may bring, which is also where we drew inspiration for our name. It's a former spelling of the word "tomorrow," which means "the

day after today" or "in the future."

Morrow Bank is a modern and fully digital bank with more than 10 years of expertise in loans and credit. Today, we have customers in Sweden, Norway, and Finland, offering various loan products, credit cards,

savings accounts, and insurance.

Additionally, the Bank provides a savings account product

through a single deposit platform in several European countries.

Content

About Morrow Bank 4

2025 in numbers 6

Letter from the CEO 8

Shareholder information 10

Board of Directors 12

Management 14

Corporate governance 15

ESG/Sustainability/CSR report 22

Board of Directors' Report 32

Confirmation of Annual Report and Board of Directors' Report 38

Financial statements 41

Auditor's report 86

‌4 About Morrow Bank

About Morrow Bank

Morrow Bank ("the Bank") is a specialized consumer finance bank with an ambition to create long-term value by offering a variety of financing solutions primarily to consumers in the Nordic market. In an increasingly digital market, Morrow Bank focuses on creating customer value through flexible solutions and efficient and user-friendly processes. Morrow Bank is executing on an ambitious growth agenda with the aim of becoming the leading digital consumer finance bank in the Nordics. The product portfolio includes consumer loans, credit cards and high-yield deposit accounts.

Consumer loans

129

thousand customers

17,258

NOK million net loans

Credit cards

79

thousand customers

1,323

NOK million net loans

Deposit accounts

49

thousand customers

17155

NOK million deposits

Morrow Bank Annual Report 2025 5

Digital and scalable organisation headquartered in Stockholm, Sweden

Morrow Bank's strategy is founded on a digital, scalable, efficient and low-cost operating model combined with strong risk control. This strategy is enabled

by maintaining a centralised corporate structure and fully digital operations utilizing modern technology. Morrow Bank's consumer financing products are offered to customers in Norway, Sweden and Finland. In addition, the Bank offers high-yield deposits accounts in Norway, Sweden and several other European countries.

Norway

Sweden

Finland

Stockholm

Ireland (deposit)

Netherlands (deposit)

Germany (deposit)

France (deposit)

Austria (deposit)

Spain (deposit)

‌6 2025 in numbers

2025 in numbers

At the end of 2025, Morrow Bank had NOK 18.5 billion in gross loans and around 208 000 lending customers spread across various products and markets. The Bank is well-capitalised with a common equity tier 1 capital ratio of 15.9% as at 31 December 2025.

Gross loans (NOK million)

20000

15000

Loans Sweden

POS Finance (disc.)

10000

Loans Finland

5000

Credit cards

0

2018

2019

2020

2021

2022

2023

2024

2025

Loans Norway

Gross loan distribution by product Customer distribution by product

18.5

billion

NOK

Loans Norway 21%

Loans Finland 37%

Loans Sweden 35%

Loans Norway 18%

208 000

Loans Finland 22%

Loans Sweden 22%

Credit cards 7% Credit cards 38%

Morrow Bank Annual Report 2025 7

‌8 Letter from the CEO

Letter from the CEO

Superior earnings growth

- and the scalable platform to sustain it

In 2025, our earnings grew faster than the loan book. With a scalable banking platform in place, we are positioned for competitive growth and attractive shareholder returns.

Morrow Bank provides financial flexibility to creditworthy individuals across the Nordics with attractive consumer financing products. Competing in this market requires scale, operational efficiency and risk discipline.

Over the past three years, that is what we have built.

As a result, Morrow Bank has delivered more than 50% compound net earnings growth on average annually 2023-2025. By comparison, our Nordic listed peer group grew around 10% on average.¹

Milestones

First, our redomiciliation to Sweden, effective 2 January 2026, reduces capital requirements and puts us on a level playing field with Swedish peers. Lower capital requirements improve capital efficiency, supporting higher returns on the same underwriting framework. Illustratively, our Q4 2025 return on target equity (ROTE) of 12.6% would have been 15.5% under Swedish capital requirements.

Second, our shares began trading on Nasdaq Stockholm on 9 January 2026. This provides improved access to the largest capital market in the Nordics and places us in a more relevant peer and investor context as a Swedish bank.

Scalable platform

Since 2022, we have completed a fundamental turnaround. We exited unprofitable products, simplified the technology platform, automated core processes and streamlined the organisation.

Since July 2024, we have closed three transactions, acquiring close to SEK 3 billion in performing loans without adding material operating expenses..

In 2025, we proved the scalability. Our profit before tax increased 31% to NOK 369 million, while the loan book grew 21% to NOK

18.5 billion.

Continued earnings growth

Looking ahead, we see three operational drivers for continued earnings growth.

1. Competitive organic growth: The Nordic macro-outlook supports consumer financing demand.² With attractive products, automation across core processes and a highly competitive cost base, we are positioned to continue taking market share. Towards end-2028, our ambition is more than 10% organic loan growth annually.

   "We have successfully completed the turnaround and are well positioned for further value creation going forward"

   
   
   

   Morrow Bank Annual Report 2025 9

2. Cost efficiency: From Q4 2022 to Q4 2025, we reduced the cost/income ratio from 42% to 25%. The focus now is continuous improvement. Our roadmap can take the cost/income ratio to 23% by end-2028.

3. Stable loan losses: We constantly improve our credit scoring models as we gather more data. Together with closer follow-up of late payers and a maturing loan book, this has contributed to loan loss provisions stabilising around 4%. Loan loss provisions are expected to remain at stable levels over time.

   Targets and upside

   We reported around 13% ROTE in Q4 2025. Our ambition is to increase this to around 20% by end-2028, supported by organic growth, operating leverage, disciplined risk management and improved capital efficiency as a Swedish bank.

   We will allocate capital to where we see the highest long-term shareholder returns, primarily by reinvesting in profitable growth and accretive M&A. If capital generation exceeds what we can deploy at attractive risk-adjusted returns, we will also be paying out dividends.

   For 2028, our organic ambitions imply a potential of SEK 400 to 500 million net profit and SEK 700 to 800 million in excess capital available over 2026-2028 for dividends or further growth and value-accretive opportunities.

   For illustrative purposes, should we succeed in deploying all available capital to profitable organic growth and accretive M&A, annualised growth could on average reach around 25% and 2028 net profit could reach SEK 650 to 750 million.

   Shareholder returns

   Our objective is to convert performance into value creation. We are pleased to have delivered total shareholder return of 243% over the past three years.

   With a focused portfolio, a scalable platform and improved capital efficiency as a Swedish bank, Morrow Bank is well positioned to continue delivering competitive growth and attractive shareholder returns.

   Øyvind Oanes CEO, Morrow Bank

   Note: Targets and ambitions are set in SEK reflecting our Swedish domicile.

   1 Peers include Noba Bank, Instabank, TF Bank, Lea Bank, Norion Bank, Resurs Bank

   2 Source: Focus Economics: Nordic Macro, January 2026

   ‌10 Shareholder information

   Shareholder information

   Morrow Bank strives for non-discriminatory sharing of information in all dealings with the financial market to develop and maintain trust. Furthermore, the Bank's intention is to ensure that shareholders, investors, and analysts have sufficient information to assess the correct pricing of the Bank's shares.

   Investor information such as annual and interim reports, presentations, and financial calendars are made available on Morrow Bank's website simultaneously with their release to the market.

   For further information about the company's stocks, please refer to Morrow Bank's website under Investor Relations: ir.morrowbank.com.

   The share

   in 2025 Morrow Bank ASA was listed on the Oslo Stock Exchange under the ticker "MOBA". As of 31 December 2025, a total of 231,378,181 shares with a nominal value of NOK 1 had been issued. The increase of 1,373,887 shares in 2025 is related to redemptions under the Bank's stock option program.

   The company's market value at the end of 2024 was NOK 2.1 billion, up from NOK 0.9 billion at the end of 2023. This corresponds to 0.9 times the Bank's book equity as of 31 December 2024.

   The share price at year-end, December 31 2025, was NOK 16.05, compared to NOK 9.3 at year-end 2024, representing a return of 72%. The highest share price in 2025 was NOK 16.05 in December, while the lowest price of NOK 8.34 was recorded in March 2025.

   Shares in the company were traded on all 250 trading days of the Oslo Stock Exchange, with an average daily volume of 541,375 shares, totaling135.3 million shares. This corresponds to a turnover rate of 58% of the total average number of issued shares.

   Re-listing to Nasdaq Stockholm

   On 29 April 2025, it was announced that the Morrow Bank AB had adopted a cross-border merger plan with Morrow Bank ASA, with the Morrow Bank AB as the acquiring entity, in order to effect the

   relisting of Morrow Bank AB's shares on Nasdaq Stockholm. On 12 December 2025, it was announced that Nasdaq Stockholm had assessed that Nasdaq Stockholm's listing requirements have been fulfilled. Morrow Bank began trading on Nasdaq Stockholm9 January 2026 under the ticker "MORROW".

   Voting rights

   Morrow Bank has one class of shares where all shareholders have equal rights, and the shares are freely transferable. Shareholders have the right to vote for the number of shares they own.

   Dividend Policy

   Morrow Bank's board has adopted a dividend policy to ensure that the Bank has sufficient capital to grow in selected markets according to the Bank's strategy. Available capital beyond this will

   be returned to shareholders in the form of dividends. Morrow Bank paid its first dividend in April 2021, equivalent to NOK 0.42 per share. In 2025, a dividend of NOK 0.40 per share was paid for the 2024 financial year.

   Shareholder Overview

   Morrow Bank had a total of 3,469 shareholders at the end of 2024, with the 10 largest shareholders owning 52% of the shares. The majority of the Bank's shares are held by Norwegian investors. As of year-end 2024, Norwegian investors owned 177.2 million shares (77.1%), while foreign investors held 52.8 million shares, representing a foreign ownership share of 22.9%.

   Kistefos is the largest shareholder in Morrow Bank, holding 55.3 million shares, equivalent to 24.1% of the total issued shares at the end of 2024.

   Morrow Bank Annual Report 2025 11

   Relative share performance

   NOK

   17

   16

   15

   14

   13

   12

   11

   10

   9

   8

   31 Des 24

   31 Jan 25

   28 Feb 25

   31 Mar 25

   30 Apr 25

   31 Mai 25

   30 Jun 25

   31 Jul 25

   30 Aug 25

   30 Sep 25

   31 Okt 25

   30 Nov 25

   31 Des 25

   Morrow Bank OSE Index (rebased MOBA 31 Dec 2024)

   
   
   

   	Largest shareholders as of 31 December 2025
   	Number of shares (thousands)	Ownership (%)
   Norway 90.2 %
   	Kistefos AS 48,287	20.9 %
   Sweden 4.2 %	AlfaB Holding AS 10,257	4.4 %
   	Hvaler Invest AS 10,000	4.3 %
   United States 3.8 %	Kvantia AS 8,350	3.6 %
   	Sb1 Markets AS 7,561	3.3 %
   UK 1.7 %	Verdipapirfondet DNB SMB 5,991	2.6 %
   	AS Straen 4,346	1.9 %
   Other 2.1 %	Nordnet Bank AB 4,255	1.8 %
   	Om Holding AS 4,109	1.8 %
   	Stiftelsen Kistefos-Museets Driftsfond 4,000	1.7 %
   	Total 107,156	46.3 %

   Geographical distribution of shareholders as of 31 December 2025 Analysts

   Below is an overview of brokerage firms that cover Morrow Bank's stock, including the names of analysts and contact information. The brokerage firm that provides coverage on Morrow Bank's stock may vary over time. Therefore, please refer to the updated list on the Bank's website under Investor Relations: ir.morrowbank.com.

   Company	Analyst	Phone	Email address
   ABG Sundal Collier	Patrik Brattelius	+46 8 566 286 64	patrik.brattelius@abgsc.se
   ABG Sundal Collier	Fredrik Flørnes Støle	+47 22 01 61 27	fredrik.stole@abgsc.no
   Pareto Securities	Herman Zahl	+47 22 87 88 35	herman.zahl@paretosec.com

   ‌Board of Directors

   
   
   

   Niklas Midby

   Chair of the board

   Niklas Midby has extensive and relevant board experience from Norwegian and Swedish banks, including chairman of the board of Norwegian Sbanken ASA in the period 2015-2022, chairman of Skandiabanken in Sweden

   2011-2016 and deputy chairman of the Stockholm Stock Exchange, in addition to a number of current and previous board positions. He holds a graduate degree in Finance from the Stockholm School of Economics.

   Anna-Karin Celsing

   Member of the board

   Anna-Karin Celsing has extensive experience as a Board Member within banking, finance, real estate and investment companies. Celsing has served as deputy Chairman of the Board of Directors of Lannebo Fonder, one

   of Sweden's largest independent fund management companies, Board Member of Carnegie Investment Bank and of Landshypotek Bank. She was also a Board Member (Chair from 2014) of SVT in the period 2008-2020. Anna-Karin Celsing is presently member of the Board of Directors of both Castellum and Volati, as well as of the Tim Bergling Foundation.

   
   
   

   Kristian Huseby

   Member of the board

   Kristian Huseby is a Partner at Ventus Capital AS, a Norwegian techno-

   logy-focused small- and mid-cap private equity firm. He worked for Kistefos AS from 2014 to 2025 as an active owner representative, holding several board and chairman positions across a range of industries, including software & technology, banking & finance, shipping and aquaculture. He

   has extensive experience with M&A, capital markets transactions and value creation across portfolio companies. Prior to Kistefos, he worked for Deloitte Financial Advisory. Huseby holds a Master of Science in

   Financial Economics and a Bachelor of Science in Economics and Business Administration from the Norwegian School of Economics.

   Carl-Åke Nilson

   Member of the board

   Carl-Åke Nilson has extensive experience with credit assessment and risk management from a number of Swedish financial institutions, including as Co- founder and Risk/Collection Manager in SevenDay Finans AB in the period 2007-2017. Thereafter, as Nordic CRO in BNP Paribas Consumer Finance in the period 2017-2021. Nilson is used as a consultant and advisor among several Nordic Banks and has experience as a board member from, among others, SevenDay Finans AB (2014-2017), Credon AB and as chair of the board in the Swedish Credit Association (2015-2017).

   
   
   

   Julia Ehrhardt

   Member of the board

   Julia Ehrhardt has over 20 years of experience in the banking and financial services industry, with deep expertise in risk management, treasury, investor relations, finance, and start-up environments. Most recently, Julia was at Gilion, where she served as Chief Financial Officer from inception. She has extensive experience in scaling financial operations, strategic financial management, and working closely with investors and regulators. Julia currently serves as a Board Member of Enity Holding AB and Enity Bank Group AB, as well as a Board Member of Ework Group AB. She is also the Founder and Chair of the Board of Make Up My Mind AB. Julia holds a degree in Engineering Physics from the Royal Institute of Technology (KTH) in Stockholm..

   ‌Management

   
   
   Øyvind Oanes

   Chief Executive Officer

   Eirik Holtedahl

   Chief Financial Officer

   Martin Valland

   Chief Technology Officer (interim)

   Mr. Oanes joined Morrow Bank as CEO in October 2021. Prior to joining the Bank he was a partner at Exton Consulting, a strategy consulting firm specializing in banking. Mr.

   Oanes has extensive experience form the sector and has held the positions of Group CEO of 4finance, CEO of Swiss fintech company Numbrs and CEO of Raiffeisen's multi-country digital bank ZUNO. He was a Managing Director at Austria´s Bawag Group and spent several years working for GE Capital. In addition, he has broad experience from various board positions in Austria, Switzerland and Norway, including Monobank and BRAbank.

   Mr. Holtedahl was appointed Chief Financial Officer in February 2022. Mr. Holtedahl has more than 20 years of experience working with consumer finance, credit cards and financial

   services. Previous positions include Co-Founder, CFO and Deputy CEO in Advanzia Bank, Luxembourg, Co-Founder and VP of Treasury in Bankia Bank ASA and Deputy Director General in the Norwegian Ministry of Finance. Mr. Holtedahl holds a Bachelor of Commerce, Economics

   and Accountancy from Concordia University (Canada) and an MSc. studies in Economics from the University of Oslo.

   Mr. Valland was appointed interim Chief Technology Officer in March 2022. Mr. Valland has a comprehensive background in the financial services industry. Previous experience includes co-founder and CTO of Monobank/ BRAbank and Chief Software Architect at Skandiabanken/Sbanken. He holds an MSc in Computer Science from NTNU.

   
   
   Wilhelm B. Thomassen

   Chief Operating Officer

   Mr. Thomassen served as Chief Compliance officer from May 2015 until May 2019, at which time he was made Director of Legal and HR. He also served as a board member from December 2012 to May 2015. Previous positions include Director Lean & Business Development at Statoil Fuel and Retail and Department Director of Cards at Santander Consumer Bank. Mr. Thomassen holds a master's degree in European Business from Royal Holloway University of London and

   an Executive MBA from the Norwegian School of Economics.

   Annika Ramstedt

   Chief Credit Risk Officer

   Mrs. Ramstedt has been with Morrow Bank since early 2017. Before being appointed Chief Credit Risk Officer in June 2019, she worked for a period as Project Director followed by Director Loans Sweden & Finland. She has an extensive background in the Consumer Finance sector in roles such as Head of Personal Loans in Bluestep and Head of Credit Risk Sweden at EnterCard. She holds a BA in Statistics from the University of Stockholm.

   Tony Rogne

   Chief Commercial Officer

   Mr. Rogne started in Morrow Bank in December 2023. Previous to this he was the Nordic Head of Consumer lending in Santander Consumer Bank.Mr. Rogne has over 18 years of experience working with consumer finance, and have

   an extensive background within the fields of Consumer loans, Credit cards, Sales Finance, Auto loans and deposits,. Mr. Rogne holds a Master of Marketing management degree from BI Norwegian Business School.

   ‌Corporate governance

   Norwegian Code of Practice for Corporate Governance

   1. Statement of corporate governance

      Good corporate governance is a priority for the Bank , and strives to maintain high standards of corporate governance, considering this an essential foundation for long-term value creation.

      As previously mentioned in the annual report, the Bank was delisted from the Oslo Stock Exchange on 30 December 2025 and re-listed on Nasdaq Stockholm on 9 January 2026.

      As a Norwegian public limited company listed on the Oslo Stock Exchange (ticker MOBA) in 2025, Morrow Bank was subject to the requirements of the Accounting Act § 3-3b, as well as Oslo Stock Exchange's "Continuing Obligations for Listed Companies" regarding the annual statement on corporate governance principles and practices. The Bank adheres to the Norwegian Code of Practice for Corporate Governance (the "Code"), issued by

      the Norwegian Corporate Governance Board (NUES) on October 14, 2021. The application of the Code is based on the "comply or explain" principle, meaning that any deviations from the Code must be explained. Note

      Morrow Bank's Board of Directors and management conduct an annual review of the Bank's corporate governance principles and practices. This report outlines Morrow Bank's corporate governance principles and how the Bank complies with the Code. There are no material deviations between the Code and Morrow Bank's practices.

   2. Operations

      Morrow Bank, within the framework of applicable legislation at any given time, may carry out all transactions and services that banks typically or naturally perform. This is stated in the Bank's articles of association, which are available at ir.morrowbank.com.

      Morrow Bank is a Nordic niche bank primarily offering unsecured financing in the form of consumer loans and credit cards to consumers. The target group consists of creditworthy individuals with stable personal finances and no payment defaults, who, after a completed credit assessment, are deemed qualified for credit.

      Morrow Bank follows a growth strategy based on geographic expansion in the Nordics and offers its credit products to private individuals in Norway, Finland, and Sweden. Credit cards are offered in Norway, Finland, and Sweden. Deposit accounts are offered to private customers in Norway, Sweden, and several other European coountries.

      The Board of Directors sets clear objectives, strategies, and risk management frameworks for the Bank, aiming to maximize value creation for its stakeholders. The Bank's objectives, strategies, and value creation are reviewed annually by the Board and

      communicated to the market through annual and quarterly reports.

      Morrow Bank has developed a range of policies, guidelines, instructions and other governing documents to set principles and frames for the Board, management, and employees in their daily work, as well as to help build trust and credibility both internally and externally. This includes, but is not limited to, governing documents on ethics and anti-corruption, whistleblowing, anti-money laundering, IT, and information security.

      The corporate governance of Morrow Bank is designed to support the Bank in achieving its strategic goals, in line with the principles described in the Bank's values and ethical guidelines. A clear organizational structure with well-defined responsibilities has been established to ensure comprehensive governance of the Bank.

      The Bank's objectives, strategies, and risk profile are described in the 2025 annual report, along with an account of the Bank's work related to sustainability (ESG).

   3. Share capital and dividends

      The Board of Directors of Morrow Bank continuously assesses the Bank's capital situation in light of regulatory requirements, the Bank's objectives, strategy, and desired risk profile. Morrow Bank aims for a total capital adequacy ratio of 20.4%, including a Common Equity Tier 1 (CET1) ratio of 14.5%, to provide flexibility in achieving the Bank's financial goals.

      As of December 31, 2025, Morrow Bank had equity of NOK 2,717.5 million. According to the established capital adequacy calculation rules for financial institutions, Morrow Bank's total capital adequacy ratio was 19.5%, while the CET1 ratio was 15.9%. The CET1 requirement is 12.5%, and the Board considers the Bank's capital position satisfactory.

      Morrow Bank's Board has adopted a dividend policy to ensure that the Bank retains sufficient capital to grow in selected markets in accordance with its strategy. Any excess capital beyond this will be returned to shareholders in the form of dividends. In 2021, for the financial year 2020, Morrow Bank distributed a dividend of NOK 0.42 per share, totaling NOK 78.5 million. The Board of Morrow Bank proposes a dividend of NOK 0.40 per share for the financial year 2025.

      Board authorisations

      At the Annual General Meeting on 10th of April 2025, four authorizations were granted to the Board of Directors for specific purposes. Each authorization was voted on separately:

      • Authorization to increase the Bank's share capital by up to NOK 4 million in connection with the Bank's employee stock option program. The authorization remains valid until the Bank's Annual General Meeting in 2025, but no later than 30 June 2026. As of 31 December 2025, the authorization has been partially utilized.

      • Authorization to issue subordinated capital approved as additional Tier 1 capital and/or subordinated loans approved as Tier 2 capital for up to NOK 300 million. The authorization

        remains valid until the Annual General Meeting in 2026. As of 31 December 2025, the authorization has been partially utilized..

      • Authorization to purchase own shares for up to NOK 10 million to optimize the Bank's financial structure. The authorization remains valid until the Bank's Annual General Meeting in 2026, but no later than 30 June 2026. As of 31 December 2025, the authorization has not been utilized.

      • Authorization to increase the Bank's share capital by up to NOK 46 million, equivalent to approximately 20% of the Bank's share capital. The authorization remains valid until the Bank's Annual General Meeting in 2026, but no later than 30 June 2026. As of 31 December 2025, the authorization has not been utilized.

4. Equal treatment of shareholders and transactions with associated companies

   The Board and management of Morrow Bank emphasize that all shares in the Bank shall be treated equally and have the same opportunity for influence. Morrow Bank has a single share class, and each share carries one vote.

   The Bank's transactions involving its own shares are conducted on the stock exchange or through other means at market price. In the event of share capital increases, the Bank's existing shareholders have preemptive rights. Any deviation from this preemptive right principle will be justified in a stock exchange announcement related to the capital increase.

   As a supplement to the Board's instructions, Morrow Bank has established guidelines for transactions with related parties.

   This includes ensuring that transactions with related parties are conducted on an arm's length basis and at market terms. For transactions of significant value between the Bank and related parties, an independent valuation must be obtained and disclosed

   to shareholders. As of 31st of December 2025, Morrow Bank had no such agreements.

5. Shares and Transferability

   Morrow Bank's shares were listed on the Oslo Stock Exchange as of 30th of December 2025 under the ticker "MOBA" and were

   freely tradable. The Articles of Association contain no restrictions on owning, trading, or voting for the Bank's shares.

6. General Assembly

   Through the General Meeting of Morrow Bank, shareholders exercise the highest authority in the Bank. According to the Articles of Association, the Annual General Meeting shall be held each year by the end of April.

   The notice of General Meetings, along with the attendance form and proxy form, is made available on Morrow Bank's website (ir. morrowbank.com) and newsweb.no no later than 21 days before the General Meeting is held.

   Shareholders who wish to participate in the General Meeting must submit the attendance form or proxy form as specified in the notice. The procedure for voting, including instructions on attending via proxy and shareholders' rights to propose alternatives to the Board's resolutions, shall be outlined in the notice.

   According to Morrow Bank's Articles of Association, the Chair of the Board opens the General Meeting and facilitates the election of an independent meeting chair. The Board members and the auditor shall also attend the Annual General Meeting. Board members have the right to be present and express their views

   at the General Meeting. The Chair of the Board and the CEO are required to attend unless they have a valid reason for absence, in which case a substitute shall be appointed.

   The General Meeting elects the shareholder-elected Board members as well as the members of the Nomination Committee. The General Meeting also elects the Bank's auditor. Separate voting

   is facilitated for Board members and Nomination Committee members up for election.

   Decisions are made by a simple majority unless otherwise stipulated by law or the Articles of Association. In 2025, the Annual General Meeting was held on 10th of April 2025, with 43.7% of the total outstanding shares and votes represented. Stig Eide Sivertsen was re-elected as Chair of the Board, and Anna-Karin Østlie was re-elected as a Board member, both for a two-year term. Additionally, Kristian Huseby was elected as a Board member for a one-year term. An Extraordinary General Meeting was held on 4 June 2025 to vote on the merger plan between

   Morrow Finans AB (renamed later in 2025 to Morrow Bank AB, the surviving entity) and Morrow Bank ASA. The merger plan was approved with the required majority, with 100% of the votes cast in favour.

7. Nomination committee

   In accordance with its Articles of Association, the Bank has established a Nomination Committee consisting of three members. The members are elected by the General Meeting for a term of two years. As of 31st of December 2025, the Nomination Committee consists of:

   • Tom O. Collett

   • Espen Franzon Amundsen

     Both members are, in accordance with the Code of Practice (Chapter 7), considered independent of the Board and executive management. Board members, the CEO, and other members of the Bank's executive management cannot be elected as members of the Nomination Committee.

     Specific guidelines have been established regarding the Nomination Committee's responsibilities, composition, and eligibility criteria.

     The Nomination Committee's responsibilities include proposing candidates for election to the Board of Directors and recommending remuneration for Board members, its subcommittees, and the Nomination Committee. The Committee also reviews the Board's annual self-evaluation report. The Nomination Committee shall report on its work and present

     its reasoned recommendations to the General Meeting. The recommendations must include relevant information about the candidates and an assessment of their independence from the company's management and Board. In its work to propose Board candidates, the Nomination Committee should engage with shareholders, Board members, and the CEO and seek to align

     its recommendations with the Bank's largest shareholders. The Committee's reasoned recommendations to the General Meeting shall be made available at least 21 days before the meeting. The Nomination Committee's recommendations must comply with the requirements for Board composition as stipulated by applicable laws and regulations at all times.

8. Board of directors, composition and independence According to the the Articles of Association, the Bank's Board of Directors shall consist of five members, all elected by the General Meeting, as well as two employee representatives elected by

   and among the Bank's employees. The Board as a whole must possess the necessary expertise to fulfill its responsibilities, considering the Bank's organization and operations. At least one Board member must have expertise in accounting or auditing.

   In accordance with the current Articles of Association, two of the elected Board members must be employees of the Bank. For

   these members, two personal deputies shall be elected, each with the right to attend and speak at Board meetings.

   The General Meeting elects the Chair and Deputy Chair of the Board. Board members are generally elected for a term of two years.

   The majority of the shareholder-elected Board members are independent of executive management and significant business partners. Additionally, at least two of the shareholder-elected Board members are independent of the Bank's main shareholders.

   Information about the Board members' backgrounds and expertise is available on Morrow Bank's website.: https://ir.morrowbank. com/management-board

9. The work of the Board of Directors

   The Board of Morrow Bank shall ensure the proper organization of the Bank's operations. The Board establishes plans and budgets, as well as guidelines and necessary authorizations for the Bank's activities, ensuring that the Bank has appropriate systems for

   risk management and internal control. The Board continuously monitors the financial position through the review and approval of quarterly and annual reports, as well as monthly reviews of Morrow Bank's financial status and developments.

   The Board oversees and manages the Bank's overall risk. Furthermore, the Board shall regularly assess whether the Bank's governance and control arrangements are suited to the level of risk and scale of operations.

   The Board has adopted an instruction that sets out detailed rules for the Board's responsibilities and tasks, including which matters require Board consideration, as well as rules for case handling. In accordance with Chapter 9 of the recommendation, the Board instruction includes a description of how the Board and executive management shall handle agreements with related parties. The Board should disclose such agreements in the annual report.

   The objective is to ensure that the company is aware of potential conflicts of interest and that such agreements are thoroughly reviewed to prevent the transfer of value from the company to related parties. An annual evaluation of the Board's work and competence is conducted and reported to the nomination committee. The Board also sets an annual plan for its work.

   The Board has also established an instruction for the Bank's executive management. The Chief Executive Officer is responsible for ensuring that the Board's adopted goals, frameworks, governing documents, and authorizations for the Bank's risk management and internal control are upheld. This includes ensuring that senior

   management implements and documents the necessary internal control measures to identify, assess, manage and monitor risks, as well as providing the Board with relevant and timely information critical to the Bank's risk management and internal control. The Chief Executive Officer is also responsible for ensuring compliance with the Bank's policies, guidelines and instructions, as well as the implementation of the Board's decisions.

   The Bank has adopted specific procedures regarding whistleblowing and conflict of interest in cases where Board members and/or management have a personal or financial interest in transactions involving the Bank. Before any matter of particular significance to Board members, management, or their close associates is handled, those who are not entitled to participate in the discussion or decision-making process must disclose this and refrain from further involvement in the matter. The same principles are outlined in the Bank's code of ethics.

   Board committees

   The Board has established an Audit and Risk Committee consisting of three external board members, with the CEO and CFO participating from the administration. The committee

   conducts thorough assessments of the Bank's risk management and

   internal control, as well as its financial position, including financial reporting. The Audit and Risk Committee is also responsible for ensuring that the Bank has an independent and effective external and internal audit function and that its financial reporting complies with applicable laws and regulations.

   The Board has also established a Compensation Committee consisting of up to two board members and one employee representative, who is independent of the Bank's management. The Compensation Committee is responsible for preparing and proposing Morrow Bank's remuneration scheme to the Board, ensuring that it promotes and incentivizes sound governance and risk control, discourages excessive risk-taking, and helps prevent conflicts of interest. The remuneration scheme is designed in accordance with the prevailing legal and regulatory requirements for financial institutions.

   Information about the Board committee members' backgrounds and expertise is available on Morrow Bank's website.: https:// ir.morrowbank.com/committees

10. Risk management and internal control

    Risk management and internal control constitute a central part of Morrow Bank's strategy and operations. The Bank has implemented governing documents, processes and procedures to ensure that risk management and internal control are appropriate and adequate in light of the risk level and scale of operations.

    The Board is responsible for ensuring that the Bank maintains responsible capital levels in accordance with its risk profile and regulatory requirements. Risk management and internal control also play a key role in the Bank's assessment of capital needs in both short and long term, taking into account the risks currently associated with the business as well as potential future risks.

    The purpose of risk management and internal control in the Bank is to ensure the achievement of strategic objectives while maintaining strong financial stability. This goal is achieved through:

    • A strong organizational culture characterized by a high awareness of risk.

    • A solid understanding of revenue-generating risks, including the ability to manage them within the risk profile defined by the Board.

    • Striving for optimal capital utilization within the approved business strategy.

    • Avoiding unexpected events that could have a significant negative impact on the Bank's financial position or reputation.

    As Morrow Bank primarily secures its earnings through credit exposure in the retail market for unsecured credit, this reflects a higher risk appetite for credit risk compared to liquidity, market, operational and other risks.

    Morrow Bank has established ethical guidelines applicable to all employees, as well as a risk management and internal control framework that includes policies on anti-corruption, handling of insider information, anti-money laundering, data security, and financial reporting.

    Morrow Bank is subject to regulatory supervision in the countries where it operates licensed financial activities, including oversight by the Financial Supervisory Authority of Norway (Finanstilsynet). In addition, the Bank is monitored by its internal control bodies and external auditors.

    Risk mangement and internal control

    The responsibilities of the Board and the Chief Executive Officer (CEO) are defined in the Board's instructions and the CEO's instructions, respectively. Additionally, the Bank has a clear organizational structure with well-defined roles and responsibilities for risk management and internal control.

    Risk assessment is an integral part of leadership responsibility within the Bank, where department heads are responsible for identifying, assessing, and managing risks within their respective areas that could impact the Bank's ability to achieve its objectives. These risks are regularly reported to the CEO and the Board.

    The responsibility for the Bank's independent control functions in risk management and regulatory compliance lies with the Bank's Risk Control function and Compliance function, respectively. The Risk Control function ensures that all material risks within the Bank are identified, assessed, managed, monitored and reported by

    the relevant departments of Morrow Bank. It reports directly to the Board in cases where the Board does not receive necessary information through regular internal reporting or when identified risks could have a significant negative impact on the Bank.

    The Compliance function is responsible for independent monitoring, advisory services, reporting, and follow-up to ensure the Bank's adherence to regulatory and internal requirements. It reports directly to the CEO and the Board.

    Morrow Bank has established an Asset and Liability Committee, which exercises overall governance of the Bank's liquidity risk level. The committee prepares proposals for the Board regarding changes to the Bank's financial policy, decides on investment strategies and adjustments to deposit product terms, and oversees internal control and reporting. The committee is also responsible for preparing matters related to the Internal Capital and Liquidity Adequacy Assessment Process (ICAAP/ILAAP), including capital requirements and the Bank's liquidity contingency and recovery plans. The committee consists of the CEO, CFO, Chief Credit Officer, and Chief Commercial Officer, and is chaired by the CFO. The Head of Risk Management has the right to attend meetings but does not have voting rights.

    The CEO, CFO, Chief Credit Officer, and Chief Commercial Officer also form the Bank's Credit Committee. The Heads of Compliance and Risk Management functions have the right to attend meetings but do not have voting rights. The committee is chaired by the Chief Credit Officer. The Credit Committee is responsible for proposing changes to the Bank's credit policy to the Board, deciding on the delegation of credit authorizations, and establishing

    or modifying credit procedures and processes. Furthermore, the committee monitors internal control and provides regular reports on the Bank's credit risk exposure and management.

    The Internal Audit function ensures that the Bank is organized and operates in a responsible manner and in compliance with applicable business regulations. Any matters deemed unsatisfactory are reported to the Audit and Risk Committee and the CEO. The Internal Audit function conducts audits in accordance with an annual Board-approved audit plan and instructions set by the Board. The Internal Audit function is outsourced to EY.

    Financial reporting

    The Chief Financial Officer (CFO) is responsible for the finance department and must maintain a continuous overview of the Bank's financial position. The CFO is responsible for preparing financial statements

    and reports, including financial reporting to public authorities, as well as managing and overseeing the Bank's overall liquidity and financial risk.

    Additionally, the CFO is responsible for ensuring that accounting practices comply with applicable regulations, including IFRS. The Board receives periodic reports on the Bank's financial performance, as well as quarterly reports in connection with the Bank's financial results presentations. The auditor participates in meetings with

    the Audit and Risk Committee and in Board meetings related to the presentation of the preliminary annual financial statements.

    The finance department is responsible for risk management related to market risk, liquidity risk, financial risk, and counterparty risk outside the lending business. It is also responsible for ensuring compliance with risk decisions outlined in the Bank's financial policy, which is approved by the Board of Morrow Bank. This policy defines the risk

    profile the Board considers acceptable and aims to facilitate appropriate risk management and internal control, ensuring regular reporting and monitoring.

    Information on the Bank's key risk factors is detailed in the Board's annual report, as well as in notes 15, 16, and 17 of the financial statements.

11. Remuneration to the board

    The remuneration of the Board is determined by the General Meeting based on recommendations from the Nomination Committee. Board remuneration is not performance-based and is not influenced by the market development of the Bank's shares.

    No stock options are granted to Board members, and the shareholder-elected Board members do not have agreements regarding pension schemes or severance pay from the Bank. None of the shareholder-elected Board members have duties for the Bank beyond their Board role.

    For details on Board remuneration, refer to Note 20 of the financial statements.

12. Remuneration to senior executive

    The Bank has established guidelines for the remuneration of its senior executives and other employees whose work is of significant importance to the institution's risk exposure.

    The purpose of these guidelines is to promote and incentivize sound governance and risk control, discourage excessive

    risk-taking, and help prevent conflicts of interest. Morrow Bank's remuneration guidelines for senior executives are detailed in Note 20 of the 2025 financial statements and are submitted annually for review by the General Meeting. The guidelines clearly specify which provisions are advisory for the Board and which are binding.

    The General Meeting votes separately on these two parts of the guidelines.

    Remuneration for senior executives consists of fixed salary, variable compensation, and pension and insurance schemes. The remuneration structure is designed to motivate strong performance in line with long-term value creation and prudent risk-taking within the Bank.

    The Board conducts an annual assessment of the maximum level of variable remuneration for senior executives. For 2025, the variable remuneration is capped at 50% of fixed salary. This remuneration is determined based on a comprehensive assess-

    ment, considering both quantitative and qualitative factors related to the individual's role and responsibilities, as well as the Bank's performance, risk profile, and long-term value creation. Morrow Bank's variable remuneration scheme is structured in accordance with current regulatory requirements for banks.

    The Bank has also established a stock option program for its employees. This option program is based on the employee's base salary and other variable remuneration, with the possibility of receiving options equivalent to up to 33% of fixed salary.The stock options are granted at full market value at the time of allocation, based on the trading price determined using the Black-Scholes option pricing model. With respect to fixed salary, employees-within defined intervals based on their position in the Bank-can choose the proportion of their salary to be allocated in stock options. The stock option program is reviewed and evaluated annually by the Bank's Board.

13. Information and communication

    Morrow Bank has adopted an Investor Relations Policy to ensure that the financial market and shareholders have sufficient information about Morrow Bank to assess its fair valuation. This policy is available on the Bank's website at https://www.ir.morrowbank. com. The Bank strives to ensure non-discriminatory information sharing when engaging with shareholders and analysts.

    Communication with shareholders, investors, and analysts is a priority for the Bank. Primarily, the CEO and CFO represent the Bank in communications with the capital markets.

    Investor information, including annual and interim reports, public presentations, and the financial calendar, is made available on the Bank's website at the same time it is published to the market. Stock exchange announcements are published through Oslo Børs' official communication channel for listed companies, "Newsweb".

    Additionally, the Board has established guidelines for the Bank's interactions with shareholders outside the General Meeting.

14. Company acquisition

    Anyone seeking to acquire a qualifying ownership stake (10% or more) in a financial institution must notify the Financial

    Supervisory Authority of Norway (Finanstilsynet) in advance. Such an acquisition can only be completed with prior approval from Finanstilsynet.

    The Bank has established guidelines for potential takeover offers, and the Board of Morrow Bank will handle any such offers in accordance with these guidelines.

15. Auditor

Morrow Bank's external auditor is PricewaterhouseCoopers AS (PwC), appointed by the General Meeting. The auditor presents an annual audit plan to the Board for the execution of the audit work. The auditor participates in Board meetings that review the annual financial statements and conducts an annual assessment of the Bank's internal control with the Board.

In accordance with established Board instructions, the Board holds at least one meeting per year with the auditor without the presence of the CEO or other members of executive management. The auditor provides an annual written independence confirmation and reports each year on any non-audit services provided to the company during the financial year. The Bank has established specific guidelines for non-audit services performed by its external auditor.

‌ESG/Sustainability/CSR report

Introduction

For Morrow Bank, sustainability means conducting its operations responsibly across relevant areas, with the ambition of limiting negative impacts on people and the environment as far as possible. The foundation of Morrow Bank's strategy is long-term value creation for its stakeholders. This also guides the Bank's approach to the management of environmental, social, and governance (ESG) topics and the definition of objectives and key performance indicators (KPIs).

The Bank aims to offer creditworthy individuals simple and intuitive financing services. By providing financial flexibility, Morrow Bank enables customers to manage their financial situation according to their own needs. By being a responsible lender and providing creditworthy individuals with economic flexibility, Morrow Bank contributes to economic inclusion growth.

Morrow Bank's Code of Conduct sets out the ethical guidelines that govern the Bank's operations and provides clear direction to employees in the performance of their duties.

The bank's organisational culture is an important enabler of value creation. The following four core values describe the Bank's culture and support continuous improvement across the organisation, including within the Bank's work with sustainability.

• Flexible

• Ambitious

• Competent

• Efficient

Report Structure

In this report, Morrow Bank outlines how ESG and sustainability considerations are integrated into its operations and how these efforts support long-term value creation.

The Bank has identified three "Sustainability Focus Areas" to guide its ESG and sustainability work. Further details on how these areas were defined are presented later in this introduction, and information on their management is provided in dedicated sections in the Governance chapter.

The report also includes information on how the Bank manages other relevant Environmental-, Social- and Governance-related topics.

Reporting Obligations

Morrow Bank's sustainability reporting forms part of the Bank's annual report and is prepared to meet the reporting requirements set out in Section 3-3c of the Norwegian Accounting Act.

In preparation for potential future compliance with the EU's Corporate Sustainability Reporting Directive (CSRD), the Bank conducted a double materiality assessment during 2024. Following developments related to the EU Omnibus package, the Bank will continue to monitor regulatory developments and assess potential future inclusion within the scope of CSRD.

Responsibilities for ESG and Sustainability in Morrow Bank

The Board of Directors has overall responsibility for Morrow Bank's strategy and sustainability efforts. Responsibility for day-to-day implementation is delegated to the management, led by the CEO.

CCO

CTO (Interim)

COO

CFO

Board of Directors

Compliance

Risk Control

Below is an overview of Morrow Bank's organisation and responsibility structure. Defined key indicators to measure the ESG results over time

Morrow Bank aims to be a responsible provider of loans and other financial services and a fair, supportive, and non-discriminatory employer. The Bank supports the United Nations Sustainable Development Goals. The goals considered most significant for Morrow Bank, and where the Bank believes it can have the greatest impact, are outlined below.

Morrow Bank actively promotes equal opportunities and gender balance in the workplace and business environment. Diversity is a separate criterion in new hires. Women and men receive equal pay for equal work they perform (sub-goal 5.1). Morrow Bank promotes employees based on competence and personal qualities. Both men and women are encouraged to take parental leave (sub-goal 5.5). The company offers flexible work arrangements.

Morrow Bank offers secure and meaningful positions in accordance with international and national labor standards. In hiring, the Bank looks for individuals, skills, and personalities that complement any lacking qualities and support Morrow Bank's further development (sub-goal 8.8).

Morrow Bank provides equal pay for equal work and performance (sub-goal 8.5, cf. Sustainable Development Goal 5).

Morrow Bank is an innovation and technology-driven consumer bank with resources and expertise to combat money laundering and terrorist financing. The Bank has systems in place to identify and report potential cases of money laundering and provides regular training to employees and the board on anti-money laundering/counter-terrorism financing (sub-goals 16.5 and 16b).

UN Global Compact Norway

In late 2022, the Bank applied to become a member of UN Global Compact Norway, which is the world's and Norway's largest corporate initiative for business and sustainability. The application was accepted in early 2023, and the Bank contributes to the development of sustainable solutions alongside the organisation's members.

The Bank submitted its annual Communication on Progress (CoP) to the UN Global Compact in summer 2025, covering activities and results for the 2024 financial year.

Sustainability Focus Areas

To strengthen its understanding of sustainability-related impacts, risks, and opportunities, Morrow Bank conducted a double materiality assessment during 2024 as part of its preparations for potential future CSRD compliance. The assessment involved internal and external stakeholder input and considered both the

Bank's impacts on people and the environment (impact materiality) and sustainability-related factors that may affect long-term value creation (financial materiality).

While Morrow Bank is currently not within scope of the CSRD, the insights from the double materiality assessment provide a useful reference point for understanding sustainability-related priorities relevant to the Bank's business model and operating context. This year's report continues to focus on three sustainability areas that the Bank considers particularly relevant for its operations and longterm value creation:

• Responsible lending practices

• Combating corruption and money laundering

• Data security and customer privacy

  These focus areas are moreover consistent with sustainability topics highlighted as relevant for the financial sector by external reference frameworks, including the Sustainability Accounting Standards Board's (SASB) Materiality Map® and MSCI ESG Ratings, particularly for companies operating within consumer finance.

  For the focus areas, Morrow Bank has defined main objectives and a set of key performance indicators (KPIs) to support the measurement of the Bank's contribution to long-term value creation.

  Sustainability Focus Areas and Main Objectives

  Focus Area	Responsible lending practices	Anti-corruption and anti-money laundering (AML) training	Data security and c ustomer privacy
  Main Objective	No well-founded complaints from customers regarding inaccurate, missing, or unclear communication of terms and conditions.	Adequate competence at all levels to ensure satisfactory risk management.	Minimal data and GDPR breaches, and minimal improper sharing of personal information.

  Refer to the chapter on Governance for information on the Bank's approach, initiatives, and performance within each of the three focus areas.

  Environment: Our Footprint

  Morrow Bank operates in the Nordic consumer credit market and has limited influence over how customers use the credit provided. The Bank's direct environmental impact is therefore primarily linked to energy consumption in offices, business travel, waste generation, IT infrastructure and data storage.

  Given its digital business model, the Bank's operational footprint is limited compared to traditional branch-based banking.

  Digital Business Model

  Morrow Bank is a fully digital bank, with products distributed through its own website and through agents' websites.

  Customer communication is predominantly electronic, reducing paper consumption and physical distribution. The Bank also issues digital credit cards, which over time are expected to reduce the need for physical plastic cards and associated material use.

  IT Infrastructure and Energy Efficiency

  Data storage and processing is primarily handled through Microsoft Office 365 and Azure Storage. These cloud-based solutions are significantly more energy efficient than traditional on-premises data centres and benefit from large-scale operational efficiencies.

  Travel and Resource Use

  To reduce emissions from business travel, employees are encouraged to use digital meeting solutions whenever possible

  and to prioritise public transportation when travel is necessary.

  In 2025, the Bank prepared for its relocation to Stockholm, Sweden. This process required additional travel and consequently resulted in increased emissions.

  Although the Bank has not adopted separate external environmental guidelines, employees are encouraged to minimise resource use and waste in daily operations, including reducing food waste and avoiding unnecessary consumption in office facilities.

  Waste Management and Equipment Recycling

  The Bank partners with environmentally certified providers for secure deletion and responsible recycling of IT equipment. These partners ensure:

• Secure data destruction

• Reuse of equipment where feasible

• Material recycling with minimal climate impact

• Reporting on recycling outcomes

In 2025, several units (screens and machines) were delivered for recycling. Most were reused, while the remainder were processed for material recovery.

Social: Employees and the People in our Value Chain

Diversity and Equal Opportunities

Morrow Bank believes that a diverse and inclusive workforce is essential to driving innovation and long-term value creation.

The Bank is committed to promoting diversity and ensuring equal opportunities for all employees. Building strong teams with

complementary skills and perspectives is central to creating value for stakeholders.

The Bank is represented by nine nationalities and maintains a balanced gender distribution across departments and

management levels. At year-end 2025, Morrow Bank employed 69 people, corresponding to 68.3 full-time equivalents (FTEs). Women represented 40.6% of total employees, 16.7% of executive management, and 43% of the Board of Directors.

Women and men receive equal pay for equal work, and promotions are based on merit.

Of the Bank's 69 employees, one employee (a male student) was employed on a part-time basis.

Percentage of women at different job categories

Description of level Women Men Total

Percentage of

women

Level 1 (Executive management) 1 5 6 16.7 %

Level 2 (Middle management) 4 12 16 25.0 %

Level 3 (Specialists) 13 19 32 40.6 %

Level 4 (Other employees) 10 5 15 66.7 %

Total 28 41 69 40.6 %

Parental leave

Both men and women are encouraged to take parental leave. Morrow Bank provides permanent employees with paid parental leave equivalent to 100% of base salary and thereby exceeding the requirements under Norwegian law.

In 2025, 13 employees took parental leave, eight of whom were

The Bank provides 100% salary coverage during sick leave and parental leave, regardless of salary level.

Women's salaries as a percentage of men's at different job categories

Women's salaries as a

men. On average, women were on parental leave for 22.9 weeks

Description of level

percentage of men's salaries

during the calendar year, while men took an average of 7.9 weeks.

Salary mapping

Morrow Bank has assessed and grouped employees into job categories based on organisational level and role type. This means that several categories may exist at the same level, with distinctions made, for example, between managerial and specialist positions.

The 2025 assessment shows that, overall, women's salaries correspond to 79.3% of men's salaries at the company level. Excluding the executive management team and company CEO, women's salaries correspond to 81.3% of men's salaries. The primary drivers of the pay gap are differences in age and work experience.

Level 1 (Executive management)1 105.20%

Level 2 (Middle management) 81.60%

Level 3 (Specialists) 95.70%

Level 4 (Other employees) 111%

Total2 81.30%

1 Excluding company CEO.

2 Excluding executive management and CEO salaries.

Anti-discrimination

All employees shall be treated equally and with respect, regardless of age, gender, disability, cultural background, religion, or sexual orientation. This principle applies throughout the employment relationship, including recruitment, development, promotion, and termination processes. Morrow Bank has zero tolerance for discrimination, harassment, or any form of inappropriate conduct.

In 2025, no breaches of the Bank's internal guidelines related to discrimination or harassment were reported.

Employment conditions

Morrow Bank is committed to providing working conditions that promote health, flexibility, and engagement. The Bank aims to be an attractive employer and encourages a healthy work-life balance for all employees.

In 2025, the Bank conducted one main employee survey and two follow-up surveys, supplemented by pulse checks approximately three and six months after the main survey. The results indicate that employees are generally satisfied and consider the work environment to be good. The survey process forms part of the Bank's internal control framework and supports targeted improvement measures where needed.

Sick leave in 2025 was 4.85%, up from 4.6% in 2024. The increase was driven by higher long-term absence, while self-reported sick leave remained stable. The HR function works systematically to reduce sick leave through preventive occupational health measures and close follow-up of absenteeism. Social initiatives such as informal gatherings and internal activities are also arranged.

The Bank promotes well-being through various initiatives, including access to a gym in its Oslo premises and weekly training sessions with a personal trainer.

A working environment committee has been established to help ensure a safe and satisfactory work environment. The committee consists of two employee representatives and two employer representatives and serves as a collaborative forum for matters relating to health, safety, and welfare. The committee held two meetings in 2025.

Employees are covered by group life insurance, extended occupational accident insurance, and health insurance, providing financial security in the event of illness or accident. The Bank also offers favourable pension terms and, depending on role, coverage of telephone and broadband expenses.

Morrow Bank has established a share and stock option program to align employees' interests with those of the Bank and its shareholders. The program is intended to strengthen long-term

commitment, engagement, and understanding of the Bank's performance and value creation. By the end of 2025, 40.6% of employees held shares through the stock option program in the company.

Professional and Personal Development

Morrow Bank depends on motivated and engaged employees to achieve its business goals. The Bank therefore aims to provide opportunities for professional development, skills enhancement, and the opportunity to take on new or greater responsibilities over time.

At the same time, the banking industry is characterised by rapid digitalisation, increasing competition, and evolving expectations from customers and regulators. The ability to innovate and adapt efficiently is therefore essential to keep pace with these developments and maintain competitiveness.

In this context, Morrow Bank encourages innovation through efficient use of resources and an open exchange of ideas across the organisation. Collaboration across departments and areas of responsibility supports continuous improvement, and a constructive feedback culture is prioritised to strengthen performance and development at both individual and organisational level.

Learning in day-to-day work, as well as structured competence development and knowledge sharing, are integral parts of the Bank's corporate culture.

The Bank also places strong emphasis on leadership development and seeks, as far as possible, to recruit internally, supporting career progression and organisational continuity.

Business Partners and Responsibility in our Value Chain

Sustainable development is of increasing importance to businesses, and expectations from customers, partners, and authorities continue to rise.

Morrow Bank seeks to contribute to responsible and sustainable development and expects its partners to uphold similar standards. Partners are required to maintain high ethical standards, sound business practices, and full compliance with applicable laws and regulations throughout their operations and value chains.

The Bank's own employment practices are aligned with internationally recognised human and labour rights standards.

Governance: Ethical and Sustainable Business Conduct

Focus Area: Responsible Lending

Responsible lending is central to Morrow Bank's business model. The Bank defines responsible lending as acting in the best interest of customers, ensuring affordable pricing, providing transparent terms and conditions, and supporting borrowers who experience repayment difficulties.

The Board has adopted guidelines and procedures for lending activities to ensure these principles are applied throughout the credit lifecycle. Internal processes comply with applicable laws, regulations, and relevant industry standards.

All customers undergo a credit assessment based on comprehensive and relevant financial information. Morrow Bank does not grant loans or issue credit cards to applicants who are assessed as unable to meet their obligations. Marketing activities comply with legal and regulatory requirements, as well as industry guidelines as set out by The Association of Norwegian Finance Houses.

In 2025, approximately 80% of incoming applications were rejected in line with the Bank's credit policies and scorecards. The remaining applicants received conditional offers, of which 20% were declined following manual review of submitted information and documentation.

Focus Area Main Objective: No well-founded complaints from customers regarding incorrect, missing, or unclear communication of terms and conditions.

KPI: Number of lost cases in the Financial Complaints Board.

Result: In 2025, the Bank had one lost case and one partially lost case in the Financial Complaints Board, compared to three lost cases in 2024.

To support responsible lending throughout the credit lifecycle, the Bank has implemented the following measures:

Marketing

• Internal guidelines for responsible sales practices and product labelling

• Marketing channels and messaging designed to attract creditworthy customers

• Avoidance of misleading communication and marketing

• Requirements for affiliated loan intermediaries to adhere to the Bank's sales and product labelling standards

  Process for Establishing Customer Relationships

• Processes and routines aligned with the Bank's credit policy to ensure credit is granted only to creditworthy individuals

• Thorough onboarding procedures, including automated and manual assessments of creditworthiness and repayment capacity

• The Bank offers refinancing products only where the solution reduces the customer's total loan costs

  Customer Service

• Established procedures and annual training plans to ensure proper handling of customers and applicants

• Customer service available via email, telephone, and secure login ("My Page")

• Performance monitored through KPIs related to response time, waiting time, and service quality

Focus Area: Combatting Corruption and Money Laundering

Exposure to corruption, money laundering, and terrorist financing represents a significant risk to Morrow Bank and its banking licence. Preventing financial crime is therefore a top priority.

These efforts also support the Bank's contribution to UN Sustainable Development Goal 16, in particular targets 16.5 and 16b.

The Bank has established systems and controls to identify, monitor, and report suspicious transactions related to money laundering and terrorist financing. A dedicated Financial Crime Prevention unit is responsible for anti-money laundering (AML), counter-terrorist financing (CTF), and fraud management. The unit oversees customer onboarding and Know Your Customer (KYC) processes, including ongoing due diligence and continuous monitoring of customer behaviour.

The Bank has moreover implemented detailed guidelines and procedures to ensure robust onboarding and KYC controls. These processes include preventive measures related to fraud, AML, and credit assessments to mitigate risks such as identity theft,

corruption, and other forms of financial crime. All procedures are reviewed regularly and updated at least semi-annually.

The Chief Legal Officer serves as the Bank's AML Officer. The Compliance Function is responsible for second-line controls and reports quarterly to the Board on AML and CTF activities and status.

The Bank has also developed and implemented a fraud detection tool to strengthen its ability to identify potential fraud and identity misuse.

Training is an integral part of the Bank's risk management framework, and all employees, management, and Board members are required to complete annual AML training.

Going forward, Morrow Bank will continue to strengthen its frameworks for preventing money laundering and financial crime by maintaining and updating policies in line with regulatory

requirements and best practice, and by leveraging technology to improve monitoring and reporting of suspicious activity.

Focus Area Main Objective: Adequate competence at all levels to ensure satisfactory risk management.

KPI: AML training completion rate.

Result: In 2025, the AML training completion rate was 100% (2024: 100%).

Focus Area: Data Security and Customer Privacy

In an increasingly digital banking environment, the risk of personal data being lost, misused, or accessed without authorisation

is growing. At the same time, responsible use of data enables Morrow Bank to better understand customer needs and develop relevant, customer-focused products and services. The Bank recognises its responsibility to ensure that personal data is handled securely and in accordance with applicable privacy requirements.

Morrow Bank is subject to data protection legislation, including the GDPR, which governs the collection, processing, storage, and transfer of personal data. This framework defines key principles

for lawful processing, individual rights, and the obligations of the Bank as data controller, as well as requirements applicable to data processors and cross-border transfers. The Bank has appointed a Data Protection Officer and a Security Officer with dedicated responsibility for these areas.

Guidelines and procedures have been implemented to ensure compliance with applicable regulations. Internal controls and risk management processes are regularly reviewed and updated to address evolving data security and privacy risks.

Employees and consultants who collect, process, or have access to personal data on behalf of the Bank are required to complete mandatory privacy training provided by the Security Officer and/or Data Protection Officer. Managers are responsible for ensuring that employees have the necessary competence to safeguard customers' rights and comply with information security procedures.

Any incidents involving data security or customer privacy are handled without undue delay and reported in accordance with regulatory requirements.

Ethical Business Conduct

Morrow Bank's Code of Conduct sets out the standards expected of employees, management, and Board members, and is intended to ensure that duties are carried out in an ethically responsible manner and in line with the Bank's values and standards. In 2025, no internal breaches of the Code of Conduct were reported.

The Code of Conduct supplements applicable laws, regulations, and internal policies by outlining principles for responsible behaviour in areas not otherwise regulated. While not exhaustive, it provides a clear framework for expected conduct. The current version was last revised and approved by the Board in December 2025.

All new employees receive training on the Code of Conduct as part of the onboarding process.

Anyone representing Morrow Bank is expected to exercise sound judgement, integrity, and due care. The Bank's guidelines and procedures are designed to reduce the risk of involvement in

unethical conduct, including actions that may conflict with human rights standards or expose the Bank to reputational risk.

Whistleblower Procedures

Morrow Bank has established whistleblowing procedures approved by the Board. Both internal and external reporting channels are available to facilitate the reporting of suspected misconduct or irregularities.

The external reporting channel is available to external stakeholders, including customers, suppliers, and other business partners who wish to report concerns related to the Bank's operations.

The procedures are designed to safeguard both the whistleblower and the individual(s) concerned and are accessible in both Norwegian and English.

Reports submitted through the external channel are handled in accordance with established procedures and are forwarded to the Chief Compliance Officer and the head of the Board's Audit and Risk Committee for further assessment and follow-up.

Morrow Bank Annual report 2025 31

‌Board of Directors' Report

Overview

Morrow Bank is a Nordic consumer finance bank offering digital and flexible financing solutions to creditworthy individuals in Norway, Sweden and Finland. The Bank offers consumer loans, credit cards and high-yield deposit accounts, supported by a modern and scalable banking platform.

The target group is individuals with stable personal finances and no payment remarks. Credit risk is managed largely by automated processes for credit assessment and underwriting. The Bank has a diversified and balanced distribution model utilising both public and proprietary channels. Operational efficiency and low cost are a foundation for Morrow Bank, enabled by centralised operations, modern systems and a digital set-up.

Morrow Bank offers a focused range of consumer finance products, including annuity loans, flexible loans with revolving credit functionality, credit cards issued via Mastercard and complementary consumer finance products. In addition, the Bank provides high-yield savings accounts in Norway, Sweden and selected European markets.

The Bank competes with both incumbent Nordic banks and specialised consumer finance providers. While traditional banks maintain broad retail offerings, specialist and digitally focused niche banks have increasingly captured market share by offering more efficient processes, simpler products and faster credit decisions. Within this niche segment, Morrow Bank has demonstrated consistently higher growth than the broader peer group, supported by its scalable digital platform and focused Nordic footprint.

The Bank is pursuing a strategy of building a digital, scalable and efficient operating model combined with strong risk control. In the near- to medium-term, lending operations will be focused on the Nordic region. As of 2026, the Bank operates on a cross-border basis from Stockholm, Sweden (headquarter) and Lysaker, Norway (branch). The Swedish banking license provides for passporting of Morrow Bank's offering throughout the European Economic Area (EEA). The Bank's shares began trading on Nasdaq Stockholm on 9 January 2026.

Strategy and long-term ambitions

2025 was characterised by continued profitable growth, improved credit performance and strong earnings development, supported by a scalable platform and disciplined cost management. Gross

loans ended at NOK 18.5 billion/SEK 17 billion, up 20% from year-end 2024, reflecting strong underlying demand as well as a performing Swedish loan portfolio acquisition in Q4. Profit

before tax increased by 31% to NOK 369 million for the year and earnings per share increased to NOK 1.13, leading to a return

on target equity (ROTE) of 11. 8% (up from 9.8% in 2024). With Swedish capital requirements, ROTE would have been 13.4%.

During 2025, the Bank continued to execute its strategy of growing in markets and product segments with attractive risk-ad-justed returns, while maintaining disciplined risk management.

Credit performance improved through 2025, supported by tighter credit policies, a maturing loan book, acquisitions of mature loan portfolios with lower credit risk, improved collection processes and a continued positive macro development in the Nordics.

In 2025, the Bank completed the process to redomicile to Sweden, effective 2 January 2026. The redomiciliation ensures a level playing field with peers and reduces capital requirements,

which is expected to improve capital efficiency and support higher returns under the same underwriting framework.

Going forward, the Bank aims to leverage its platform to continue compounding earnings through profitable growth, operational leverage and disciplined capital allocation. The Bank's near- to long-term targets and ambitions are:

• End-2026 targets: annual organic loan growth over 10%, corresponding to a loan book of around SEK 19 billion at end-2026 (including certain NPL sales), a cost/income ratio of around 23% and a ROTE of around17%.

• End-2028 ambition: a loan book of around SEK 23 billion (organic, equivalent to around 10% annual growth), a cost/ income ratio of around 22%, a loan loss ratio of around 4% and a ROTE of around 20%.

When allocating excess capital, the Bank has three main options -or a combination thereof:

1. Increase organic growth

2. Execute accretive loan portfolio acquisitions/M&A

3. Return capital to shareholders

The Bank is committed to continuously allocating capital where it can generate the highest long-term shareholder return.

208,000

Gross loan distribution by product Customer distribution by product

18.5

billion

NOK

Loans Norway 21 % Loans Finland 37 % Loans Sweden 35 %

Loans Norway 18 % Loans Finland 23 % Loans Sweden 23 %

Credit cards 7 % Credit cards 35 %

Operational review

Loan growth and product development

Gross loans to customers amounted to NOK 18.5 billion at the end of Q4 2025, an increase of 20% during 2025. The growth was driven by strong customer demand, including a new refinancing product in the Norwegian market and the acquisition of a performing Swedish consumer loan portfolio from Moank valued at approximately SEK

~640 million, which closed on 1 December 2025.

Two portfolios of non-performing loans (NPL) in Finland, representing a gross book value of approximately EUR 81 million, were sold in Q2 and Q3 2025.

Customer deposits amounted to NOK 17.2 billion at the end of 2025 compared to NOK 15.7 billion at the end of 2024.

TABLE 1: BALANCES BY PRODUCT

Operational efficiency

Operational efficiency remains a priority for Morrow Bank, enabled by centralised operations and modern digital systems. Loan growth was delivered without a corresponding increase in underlying operating costs. In 2025, the cost/income ratio was 26.9%.

Organisational development

By the end of 2025, the number of full-time employees (FTEs) was 68, compared to 63 by the end of 2024. The increase in number of employees was driven by the establishment of a Swedish headquarter towards the end of the year.

Review of the annual accounts

The annual financial statements have been prepared in accordance with IFRS Accounting Standards.

In the 2025 annual report, Morrow Bank identified cost/income ratio, loan loss ratio, return on equity (ROE) and return on target equity (ROTE) as alternative performance measures in addition to the financial information prepared in accordance with IFRS as adopted by the EU. For further details, please refer to note 22. Quarterly reports contain additional Alternative Performance

Measures (APMs) described on the Bank's website (ir.morrowbank. com).

2025 financial highlights

• Total income: NOK 1,426 million

• Profit before tax: NOK 369 million

• Profit after tax: NOK 282 million

• Earnings per share (NOK): 1.13

• Gross loans: NOK 18,521 million as at 31 December 2025

• Net loans: NOK 16,871 million as at 31 December 2025

• Deposits from customers: NOK 17,155 million as at 31 December 2025

Profit and Loss

Income

Total income was NOK 1,426 million in 2025 compared to NOK 1,277 million in 2024. Net interest income amounted to NOK 1,343 million (NOK 1,211 million), supported by a higher loan balance and lower funding costs during the year.

The net interest growth was primarily driven by organic loan growth, as the acquisition of a performing Swedish loan portfolio of approximately SEK 640 million from Moank in Q4 2025 was more than offset by two NPL sales of about EUR 81 million in total, in Q2 and Q3, respectively.

The effective interest rate was kept relatively stable between 10.6% and 11.3% throughout 2025.

TABLE 2: INCOME

Operating expenses

Total operating expenses were NOK 383 million in 2025 (NOK 334 million), mainly driven by an increase in personnel expenses as

the company moved its headquarter to Stockholm. The expenses were impacted by NOK 17 million in non-recurring items for additional costs related to the Swedish banking license application, and preparations for the redomiciliation and Nasdaq Stockholm listing.

TABLE 3: OPERATING EXPENSES

The cost/income ratio excluding non-recurring items declined to 25.3% on average in 2025 from 26.2% in 2024.

Losses on loans

Losses on loans amounted to NOK 674 million in 2025 (NOK 661 million), driven by a larger loan balance.

The loan loss ratio declined to around 4% in 2025 from around 5% in 2024, reflecting stricter credit policies implemented in H2 2023, a maturing loan book, acquisitions of mature loan portfolios with lower credit risk, improved collection processes and macro parameter adjustments in Q3.

Profits and taxes

Profit before tax was NOK 369 million in 2025 (NOK 281 million), up 31%, mainly driven by loan balance growth and lower funding costs.

Tax expenses were NOK 87 million (NOK 73 million). Profit after tax was NOK 282 million (NOK 209 million).

Cash flow

Net cash flow for the period was NOK -1,057 million in 2025 (NOK 506 million).

Cash and cash equivalents at year-end amounted to NOK 1,024 million (NOK 2,084 million).

Net cash flow from operating activities was NOK -701 million due to strong loan growth in 2025. Net cash flow from investing activities was NOK -302 million, including an investment in subsidiaries

of NOK -253 million which was related to the establishment of a Swedish company as part of the redomiciliation process. Net

cash flow from financing activities was NOK -54 million, including dividend payment of NOK -92 million and net receipts from additional Tier 1 capital of NOK 72 million as part of balance sheet optimisations.

TABLE 4: CASH FLOW

Financial position

Total assets amounted to NOK 20,910 million as at 31 December 2025 (NOK 18,617 million). Net loans to customers amounted to NOK 16,871 million (NOK 13,848 million). Deposits from and debt to customers amounted to NOK 17,155 million (NOK 15,705 million). Total equity amounted to NOK 2,718 million (NOK 2,469 million).

Loans and deposits with credit institutions and certificates and bonds amounted to NOK 3,147 million, corresponding to 15.5% of total assets.

The equity ratio was 13% at year-end 2025, on par with the level in 2024.

TABLE 5: BALANCE SHEET

Capital adequacy

At year-end 2025, the Bank had a total capital ratio of 19.5% (20.4%) and a CET1 ratio of 15.9% (16.8%), reflecting the higher loan balance. Changes to the Pillar 2 requirement continued to provide relief in CET1 requirements, with the Bank's headroom being at 3.4% percentage points by year-end 2025. The total capital requirement remained unchanged.

Following the redomiciliation, capital available for shareholder distribution was NOK 620 million/SEK 570 (headroom to CET1 requirements and target) after year-end, as lower capital requirements were somewhat offset by strong growth and FX effects in Q4 2025. Strong organic growth and the Moank loan portfolio acquisition reduced available capital by SEK ~100 million in the quarter.

Allocation of profit for the year

Morrow Bank's dividend policy is to distribute excess capital not allocated to growth to its shareholders and as per applicable regulations.

The Bank will communicate its proposed dividend for 2025 in March 2026, when issuing notice for the 2026 annual shareholder meeting.

Outlook

The Bank enters 2026 with a scalable Nordic platform and a focused product offering, following the completion of the redomiciliation to Sweden and listing on Nasdaq Stockholm. The Bank expects the Nordic economies to remain broadly supportive, with stable labour markets expected to limit credit risk and moderate cost inflation expected to support stable customer income levels and funding costs.

The end-2026 targets include an annual organic loan growth over 10% corresponding to a loan book of around SEK 19 billion at end-2026 (including certain expected NPL sales), a cost/income ratio of around 23% and a ROTE of around 17%. The end-2028 ambition remains a loan book of around SEK 23 billion, a cost/ income ratio of around 22%, a loan loss ratio of around 4% and a ROTE of around 20%.

With an organic business plan that is set to deliver a return on equity that is both higher than loan growth and improving, the Bank expects to increasingly generate excess capital and is committed to allocate capital where it can generate the highest long-term shareholder returns.

Risk and uncertainties

Morrow Bank's operations and results are subject to a range of risks and uncertainties.

Credit risk

The Board has adopted a credit policy that defines guidelines for credit assessments, risk limits, monitoring and reporting. The Board is regularly updated on key credit risk indicators and developments. The Bank grants loans exclusively to private individuals, following a credit assessment that evaluates both willingness and ability to pay. Loan decisions are based on a combination of application scores and specific credit rules, ensuring a structured and risk-based pricing

approach. The Bank continuously enhances its invoicing and collection processes to maintain credit quality.

Liquidity risk

The Board has adopted a financial policy that defines liquidity risk management, monitoring, and reporting procedures. The policy is reviewed annually, and the Board receives regular updates on liquidity developments.

The Bank aims to maintain a low liquidity risk, ensuring that funding sources remain stable and diversified. Liquidity is managed through customer deposits, retained earnings, and subordinated bonds, and investments are made in liquid, low-risk instruments.

As at 31 December 2025, the liquidity coverage ratio (LCR) was 613%, well above the 100% regulatory requirement.

Market risk

The Board's finance policy also outlines guidelines for managing market risk, including interest rate and currency risk. These guidelines are reviewed annually, and the Board is updated on market risk exposure.

Morrow Bank's objective is to maintain low market risk. Investments are focused on liquid assets with low counterparty risk.

The Bank operates across Norway, Sweden, and Finland, offering loans and credit cards in EUR, NOK and SEK. Deposits are sourced from customers in Norway, Sweden, Germany, Austria, Ireland, the Netherlands, France and Spain, and currency risk is managed through a multi-currency facility.

As at 31 December 2025:

• Gross consumer loans in Norway, Finland and Sweden totaled NOK 3,882 million, NOK 6,861 million and NOK 6,453 million, respectively, with the remaining 1,323 million relating to credit cards across the three markets.

• The Bank's open net currency exposure was equivalent to NOK 35 million

Morrow Bank does not offer fixed-term interest rates on loans.

Organisation, environment and social responsibility

At the beginning of 2025, Morrow Bank had 63 employees, and at year-end, the number was 68. The Bank remains committed to fostering a healthy and inclusive work environment, implementing welfare initiatives and activities to promote employee well-being

and engagement. A working environment committee continues to monitor conditions and ensure a satisfactory workplace. The sickness absence rate in 2025 was 4.8%, compared to 4.6% in 2024.

Morrow Bank upholds strong principles and guidelines for responsible business conduct, covering human rights, labour rights, gender equality, non-discrimination, social conditions, environmental responsibility and anti-corruption. The Bank actively integrates these principles into its operations and governance frameworks.

As a Norwegian financial institution, Morrow Bank is subject to the Transparency Act (Act on Transparency of Undertakings and Work on Fundamental Human Rights and Decent Working

Conditions). The Bank conducts due diligence assessments in line with the Act and publishes an annual Transparency Statement on its website.

For more details on the Bank's sustainability initiatives, please refer to the Sustainability Report included in this Annual Report.

Corporate governance

Morrow Bank upholds high corporate governance standards, recognising them as essential for long-term value creation.

As per year-end, the Bank adhered to Norwegian law and follows the Norwegian Code of Practice for Corporate Governance, as issued by the Norwegian Committee for Corporate Governance (NUES) on 28 August 2025.

A detailed report on the Bank's corporate governance principles and practices is included in a separate section of this annual report. There are no significant deviations between Morrow Bank's governance practices and the NUES recommendations.

The Bank maintains director and officer (D&O) liability insurance. This coverage provides financial protection for the Board, CEO and management against claims arising from decisions and actions taken in their official capacities.

Other information

The Board confirms that the Bank satisfies the going concern assumption.

Events after the balance sheet date

On 12 December 2025, it was announced that Nasdaq Stockholm had assessed that Nasdaq Stockholm's listing requirements had been fulfilled and that Nasdaq Stockholm would approve an application for admission to trading of the Company's shares, subject to fulfilment of customary conditions including approval and registration of a prospectus by the Swedish Financial Supervisory Authority. The prospectus was approved and registered by the Swedish Financial Supervisory Authority on 5 January 2026.

The cross-border merger was completed on 2 January 2026, upon which shareholders had shares in Morrow Bank ASA exchanged one-for-one with shares in the Company. The last day of trading on Oslo Børs was 30 December 2025 and the first day of trading on Nasdaq Stockholm was 9 January 2026. The

transfer of the listing to Nasdaq Stockholm is expected to support the Company's access to the Nordic capital market.

On 13 February 2026, Morrow Bank successfully placed a NOK 200 million subordinated Tier 2 bond with final maturity date in 2036 and first call date after 5 years. The bond carries a floating interest rate of 3-month NIBOR +375bps per annum, which is below the interest rate for Morrow Bank's previously issued bonds.

Morrow Bank has in March 2026 entered into an agreement with Kooperativa Förbundet to acquire MedMera Bank AB for a total consideration at closing of SEK 1,960 million.

Stockholm, 26 March 2026 - Board of Directors of Morrow Bank AB

‌Confirmation of Annual

Report and Board of Directors' Report

We confirm that, to the best of our knowledge, the Annual report for the period from 1 January 2025 to 31 December 2025 has been prepared in accordance with the applicable accounting standards with such additional information as required by the Accounting Act and gives a true and fair view of the Bank's assets, liabilities, financial position and results of operations, and that the Board of Directors' report provides a true and fair view of the development and performance of the business and the position of the Bank, together with a description of the key risks and uncertainty factors that the Bank is facing.

Stockholm, 26 March 2026 - Board of Directors of Morrow Bank AB