Morrow Bank AbOMXSTO: MORROW

MedMera announcement presentation - Mars 2026

· Issued by Morrow Bank Ab

morrowbank.com

Creating a leader in Nordic consumer finance

and accelerating profitability

Announcement Presentation 24 March 2026



Today's agenda

morrowbank.com

  • Introducing the acquisition

  • MedMera Bank at a glance

  • Indicative timetable

  • Transaction highlights CEO Øyvind Oanes CFO Eirik Holtedahl

    3



    Introducing the acquisition of MedMera Bank

    Transaction Acquisition of 100% of the shares in MedMera Bank, a Swedish consumer finance niche bank Estimated total consideration at closing

    SEK 1,960m for 100% of the share capital

    • Equivalent to a P/B multiple at closing of the transaction of ~1.06x and a P/E multiple for 2025 earnings (pre synergies) of ~11x1

Structure

Sources of funds

  1. Issuance of 32,780,579 new shares to the seller amounting to SEK 392m

  2. Equity issue of SEK ~600m

  3. Issuance of AT1 and T2 bonds amounting to SEK ~500m

  4. Existing excess capital ~468m Uses of funds

  1. Cash consideration SEK 1,568m

  2. Issuance of new shares to the seller amounting to SEK 392m

Timetable Closing expected in early Q3 2026

Note: 1) Calculated as MedMera Bank AB's profit before tax for 2025 of SEK 221m less standard Swedish corporate tax rate of 20.6%. 4



MedMera Bank at a glance

Introduction
  • MedMera Bank, founded in 2007, is a Swedish

    Geographical presence

    100% Swedish customers

    Key metrics

    consumer finance niche bank, with a loan book amounting to SEK 11.3bn

  • Offering unsecured private loans and savings accounts

    • Unsecured private loans with average loan value

      of SEK ~171,700

    • Saving accounts with deposit guarantees and fixed or variable interest rates

SEK

11.3bn

Total loan book

Portfolio size

(2025)

11.3bn

Loan book (SEK)

5.6%

10.7bn

Deposits (SEK)

1,715m

Total equity (SEK)

31.5%

  • MedMera Bank has ~65,700 unsecured private loans and ~72,200 savings accounts as of December 2025

  • MedMera Bank is a fully owned subsidiary to Kooperativa Förbundet (KF), a federation of 24 consumer-owned associations

  • Previously operating under the Coop brand, evolving into an independent brand in 2024

    2025A

    Headquartered in Stockholm, Sweden

    Profitability

    (2025)

    Net interest margin

    2.0%

    Gross credit losses2

    Cost to income

    13.8%

    Return on equity

  • Average # FTEs during 2025 was 54

  • MedMera Bank is well capitalised with an CET1 and total capital ratio of 18.9% per December 2025

Operational metrics (2025)

~72,200

No. of savings accounts

~65,700

No. of loans1

~172k

Avg. loan size (SEK)3

Note: 1) Consumer loans. 2) Credit losses divided by total loan book (gross). 3) Calculated as total loan book (gross) divided by total number of loans per 31 December 2025.

Source: Company information, Financial reports, Kooperativa Förbundet. 5



Indicative timetable

Public announcement 24 March 2026

AGM

28 April 2026

Regulatory approval by SFSA

Equity issue

Early Q3 2026 expected closing

Integration H2 2026

Public announcement

of the acquisition

Shareholder vote at annual general meeting

Regulatory approval by the Swedish Financial Supervisory Authority

Before closing of

acquisition

Completion following regulatory approval and equity issue

Integration of Morrow Bank and MedMera Bank expected in

H2 2026

6



A transformational step for Morrow Bank

  1. Gaining scale through M&A

  2. Solidifying Morrow Bank's Swedish presence
  3. Excellent strategic fit with MedMera Bank's pure-play Nordic consumer finance focus

  4. Establishes a long-term relationship with one of Sweden's biggest retail brands - Coop
  5. Significant synergies to be realised post acquisition

  6. Creating tangible value for Morrow Bank shareholders

7



Transaction highlights

8



1 Gaining scale through M&A 2

Solidifying Morrow Bank's position

3 Excellent strategic fit

4 Long-term relationship 5

Significant synergies

6 Tangible value

Gaining scale through M&A

July 2024 SEK ~700m1

August 2024 SEK ~1.6bn2

November 2025 SEK ~640m2

Exp. early Q3 2026 SEK ~11.3bn3

Gross loans to customers

De80.0

posits from and debt to customers Profit before tax4

70.0

2025A, SEKbn 2025A, SEKbn 2025A, SEKm

60.0

~65%

50.0

~70%

~65%

16.9

11.3 ~28

40.0

30.0

20.0

15.7

10.7 ~26

337

221 ~559

10.0

Combined

0.0

Combined Combined

Morrow Bank grows its loan portfolio by ~65% via the acquisition of MedMera Bank

Note: Figures are indicative and for information purposes only. Conversion rate NOK/SEK 0.9137 as of 31 December 2025. 1) Total Swedish performing loan portfolio. 2) Total Swedish consumer loan portfolio. 3) Gross consumer loan portfolio 2025. 4) Profit before tax and appropriations.

Source: Company information, Financial reports. 9



1 Gaining scale through M&A 2

Solidifying Morrow Bank's position

3 Excellent strategic fit

4 Long-term relationship 5

Significant synergies

6 Tangible value

Solidifying Morrow Bank's Swedish presence

Sweden ~25%

of gross consumer loans

Sweden ~35%

of gross consumer loans

Listing on Nasdaq Stockholm1,

HQ moved to Stockholm, Sweden

Announcement of Morrow Bank's acquisition of MedMera Bank, Sweden ~60% of gross consumer loans

December 2023 December 2024 January 2026 March 2026

Morrow Bank geographical split Combined geographical split

Gross loans to consumers, 2025A2

Non-Sweden

65%

SEK

~17bn

35%

Sweden

~26 p.p

Non-Sweden

~39%

~61%

Sweden

Net interest income, 2025A2

Non-Sweden

SEK

1.2bn

33%

Sweden

~21 p.p

Non-Sweden

~46%

SEK

~1.7bn

Sweden

67%

~54%

~60% of all loans in Morrow Bank's portfolio to become Swedish

Note: Figures are indicative and for information purposes only. Conversion rate NOK/SEK 0.9137 as of 31 December 2025. 1) First day of trading on Nasdaq Stockholm was 9 January 2026. 2) All credit cards related to gross loans to consumers as well as interest income allocated to Non-Sweden.

Source: Company information, Financial reports. 10



1 Gaining scale through M&A 2

Solidifying Morrow Bank's position

3 Excellent strategic fit

4 Long-term relationship 5

Significant synergies

6 Tangible value

Excellent strategic fit with MedMera Bank's pure-play Nordic consumer finance focus

Products

Morrow Bank and MedMera Bank offer complementary products to their customers

Consumer loans ✓ ✓

Credit cards ✓ ×

Credit profile

MedMera Bank's customers yields lower loan losses and have slightly higher avg. loan amount

Customer profile

Both banks' customers are in the same employment status group, with MedMera's customers in lower risk segment

Credit losses 2025A1 Average loan amount2 Customer segment Permanent employment

4.0% SEK ~160k

Near prime

✓

3.2%

2025A weighted avg.

combined credit losses

2.0% SEK ~172k3

Prime

4

✓

11

Note: 1) Gross credit losses. 2) Average gross loan amount. 3) Calculated as total loan book (gross) divided with total number of loans per 31 December 2025. 4) In addition,

self-employed individuals and pensioners. Source: Company information, Financial reports.

The strategic fit de-risks the acquisition and enables a smooth integration



1 Gaining scale through M&A 2

Solidifying Morrow Bank's position

3 Excellent strategic fit

4 Long-term relationship 5

Significant synergies

6 Tangible value

Establishes a long-term relationship with one of

Sweden's biggest retail brands - Coop

Exclusive partnership agreement between Morrow Bank and Coop

with exclusive right to use Coop's channels for distribution of Morrow Bank products

Unique distribution channel

within one of Sweden's strongest retail brands with over 4 million Coop members, likely representing near all households in Sweden

4m members

Established brand name

creates a quality stamp and customer loyalty, together driving demand and pricing power

Membership loans

offered at discount to attract a large pool of potential customers

Proprietary membership database

enables targeted offerings and improved credit and marketing decisions

12

The partnership with Coop enables access to a large pool of potential customers



1 Gaining scale through M&A 2

Solidifying Morrow Bank's position

3 Excellent strategic fit

4 Long-term relationship 5

Significant synergies

6 Tangible value

Significant synergies to be realised post acquisition

Synergies

Total income

SEK 1,303

2025A

SEK 637m

2025A

Expected long-term uplift

OPEX

SEK 350m

2025A

SEK 201m

2025A

SEK ~150m

(at fully realised synergies)

C/I ratio

27%

2025A

32%

2025A

~20%

(at fully realised synergies)

13

Note: Figures are indicative and for information purposes only. Conversion rate NOK/SEK 0.9137 as of 31 December 2025.

Source: Company information, Financial reports.

Strong operating leverage will lead to decreasing C/I ratio over time



1 Gaining scale through M&A 2

Solidifying Morrow Bank's position

3 Excellent strategic fit

4 Long-term relationship 5

Significant synergies

6 Tangible value

Creating tangible value for Morrow Bank's shareholders

Return on target equity

12.6%

>20%

2025A 2028E

Earnings per share

SEK per share

1.03

2025A 2028E

Dividends

SEK per share

0.37

1

2025A Long term dividends

CET1 Total capital ratio

Capital optimisation

Capital ratio

19.5% ~17%

15.9% ~13%

2025A 2026E2

Note: Figures are indicative and for information purposes only. Conversion rate NOK/SEK 0.9137 as of 31 December 2025. 1) Distributed in 2025, based on 2024 earnings. 2) Illustrative post equity and debt financing.

Source: Company information, Financial reports. 14



Acquisition financing

Transaction structure, SEKm

% of purchase price

20% 80%

80%

1,568

20%

392

1,960

Commentary

  • Acquisition primarily financed through equity, bonds, existing funds and share issue to both the share-

    Financing structure, SEKm

    Shares issued to seller1

    392

    ~600

    Cash Purchase price

    ~468 1,960

    ~500

    holders and seller

    • Raising SEK ~600m in equity

    • Raising SEK ~500m in debt via bonds

      Mimir existing funds

    • Morrow Bank to issue new shares to the seller amounting to SEK 392m

Shares issued to seller Equity Bonds

Morrow Bank existing funds

Total funding

Note: Figures are indicative and for information purposes only. 1) Issuance of 32,780,579 new shares to the seller

15



Strong shareholder support

Shareholder commitments

SEKm

Strong shareholder support from

existing investors

300 50

60 410

~600

Commitment of SEK 410m from existing investors, including current largest shareholder Kistefos AS

Commitment of SEK 50m from

Belair AS

Commitment of SEK 60m from

other investors

Kistefos AS Management1

Other investors2

Total commitments Total equity issue

Note: Figures are indicative and for information purposes only. 1) Through Belair AS, a company controlled by Morrow Bank´s CFO Eirik Holtedahl. 2) Includes

AS Straen of SEK 54.5m and Jotelino AS of SEK 5.5m. 16



Concluding remarks

Strong strategic fit solidifying Morrow Bank's

position within Nordic consumer finance

Acquisition of MedMera Bank creates tangible

value for Morrow Bank's shareholders

In line with Morrow

Bank's financial targets

Significant synergies through economies of scale, leading to cost savings and improved earnings

Part of strategy to strengthen Swedish presence, together with the change of listing to Nasdaq Stockholm earlier this year

MedMera Bank is a landmark acquisition and a large step towards Morrow Bank's target of becoming a top 3 Nordic bank within consumer finance

Source: Company information.

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