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Årsredovisning 2025
Note 20 Remuneration etc. Seperate reports for guidelines remuneration to key personnel and report of salary and other remunerations paid to management employees is published at the Bank’s website, see ir.morrowbank.com. Fees paid to the Board of Directors: Amounts in NOK million 2025 2024 Niklas Midby (board member, chairperson of the board from 10.04.2025) 0.7 - Bodil Palma Hollingsæter (Vice Chair) 0.6 0.7 Anna-Karin Celsing (board member from 10.04.2025) 0.4 Carl-Åke Nilson (board member from 10.04.2025) 0.3 - Kristian Fredrik Kværner Huseby 0.7 Stig Eide Sivertsen (Chairman of the Board until 10.04.2025) 0.5 0.9 Anna-Karin Østlie (board member) 0.2 0.5 Nicolai Lunde (board member until 18.04.2024) - 0.3 Henning Fagerbakke (employee-elected board member from 18.04.2024) 0.1 0.1 Iril Renshus (employee-elected board member from 18.04.2024) 0.1 Jonna Kyllönen (employee-elected board member until 18.04.2024) - 0.1 Per Olav Mikaelsen (employee-elected board member until 18.04.2024, deputy employee-eleced board member after) 0.0 0.1 Ine Grindstad (deputy employee-elected board member from 18.04.2024) 0.0 0.0 Angelica Rehnlund (deputy employee-elected board member until 18.04.2024) - 0.0 Ulrik Graff Bakkevold (deputy employee-elected board member until 18.04.2024) - 0.0 Total fees paid to the Board of Directors 3.8 2.7 Morrow Bank / Annual Report 2025 79 ===== SIDA 80 ===== Shares owned by the managamene team and the Board of Directors as at 31 December 2025: Fixed salary Other remuneration Amounts in NOK million Salary Value of share options 1 Variable salary 2 Other rem. Pension Total Chief Executive Officer (CEO) Øyvind Oanes 4.5 - 2.1 0.0 0.2 6.8 Chief Financial Officer (CFO), and Deputy CEO Eirik Holtedahl 2.6 - 1.2 0.0 0.2 4.1 Chief Credit Risk Officer (CCRO) Annika Ramstedt 2.7 - 1.3 0.0 0.2 4.2 Chief Technology Officer (CTO) Martin Valland 3) - - - - - - Chief Operations Officer (COO) Wilhelm B. Thomassen 2.6 - 1.2 0.0 0.2 4.1 Chief Commercial Officer (CCO) Tony Rogne 2.2 - 1.1 0.0 0.2 3.5 Total 14.7 - 6.9 0.1 0.9 22.6 ¹ The value is based on market value at the grant date. 2 Variable salary relates to value of granted bonus options based on the previous year’s work efforts. Only part of the amount applies to vested options 3 Martin Valland has been hired as a consultant. Invoiced fee in 2024 was NOK 5.0 million including VAT. Shares owned by the managamene team and the Board of Directors as at 31 December 2024: Fixed salary Other remuneration Amounts in NOK million Salary Value of share options 1 Variable salary 2 Other rem. Pension Total Chief Executive Officer (CEO) Øyvind Oanes 4.2 - 2.0 0.0 0.2 6.3 Chief Financial Officer (CFO), and Deputy CEO Eirik Holtedahl 2.5 - 1.2 0.0 0.2 3.8 Chief Credit Risk Officer (CCRO) Annika Ramstedt 2.5 - 1.1 0.0 0.2 3.8 Chief Technology Officer (CTO) Martin Valland 3) - - - - - - Chief Operations Officer (COO) Wilhelm B. Thomassen 2.5 - 1.2 0.0 0.2 3.8 Chief Commercial Officer (CCO) Tony Rogne 1.9 0.6 0.0 0.2 2.7 Total 13.5 - 6.0 0.1 0.9 20.5 ¹ The value is based on market value at the grant date. ² ² Variable salary relates to value of granted bonus options based on the previous year’s work efforts. 3 Martin Valland has been hired as a consultant. Invoiced fee in 2024 was NOK 4.9 million including VAT. 80 Notes to the financial statements ===== SIDA 81 ===== SHARES OWNED BY THE MANAGAMENE TEAM AND THE BOARD OF DIRECTORS AS AT 31 DECEMBER 2025: Role Name Number of shares (in thousand) Chief Executive Officer (CEO) Øyvind Oanes 503 Chief Financial Officer (CFO) Eirik Holtedahl 2,657 Chief Operations Officer (COO) Wilhelm B. Thomassen 2,219 Chief Credit Risk Officer (CCRO) Annika Ramstedt 402 Chief Commercial Officer (CCO) Tony Rogne - Chief Technology Officer (CTO) Martin Valland 224 Members of the Board of Directors 1,519 Total 7,524 SHARES OWNED BY THE MANAGAMENE TEAM AND THE BOARD OF DIRECTORS AS AT 31 DECEMBER 2024: Title Name Number of shares (in thousand) Chief Executive Officer (CEO) Øyvind Oanes 453 Chief Financial Officer (CFO) Eirik Holtedahl 2,642 Chief Operations Officer (COO) Wilhelm B. Thomassen 2,108 Chief Credit Risk Officer (CCRO) Annika Ramstedt 171 Chief Commercial Officer (CCO) Tony Rogne - Chief Technology Officer (CTO) Martin Valland 136 Members of the Board of Directors 1,994 Total 7,504 The shares above are either owned directly or through ownership of a legal company, including shares owned indirectly through compa- nies were the person in questions controls the majority of shares. Note 21 Related parties There have not been any material transactions with related parties in the period. Morrow Bank / Annual Report 2025 81 ===== SIDA 82 ===== Note 22 Alternative performance measures Alternative performance measures (APMs) are often used by investors, financial analysts and others for decision-making purposes by providing a deeper insight into the Bank’s operational and financial aspects. APMs can provide reinforcing information about Bank’s historical and present situation, and the company’s future prospects. The following APMs are used by the Bank: RETURN ON EQUITY (ROE) Return on equity (ROE) is defined as the annual profit/average quarterly equity (reduced by interest on additional tier 1 capital) expressed as a percentage. This is one of the Bank’s most important target figures and provides information on the Bank’s ability to generate a surplus from the shareholders’ investments. Amounts in NOK million 2025 2024 Profit/(loss) after tax 281.7 208.7 Interest after tax on additional Tier 1 capital -21.6 -19.4 Adjustment -3.5 - Average equity 2,356.0 2,174.4 Average target equity 2,081.1 T2 adjustment -7.9 AT1 adjustment -3.8 ROE 2025: 281.7-21.6-3.5)/2,356 = 10.9% ROE 2024: (208.7-19.4)/2,174 = 8,7% ROTE 2025: (281.7-21.6-3.5-7,9-3,8)/2,081 = 11.8% COST / INCOME RATIO (C/I) The cost percentage is defined as total operating expenses excluding losses on loans/net interest income and net commissions and fees. The target figure is presented to give investors, financial analysts and others an insight into how the costs correlate to revenues, and to give users of the financial reporting information regarding the development of the Bank’s operational efficiency or regarding the development of operational efficiency in the Bank. Amounts in NOK million 2025 2024 Total operating expenses 382.9 334.4 Total income 1,425.6 1,276.7 Non-recurring items 23.0 - Cost / Income 2025: 382.9 / 1,425.6 = 26.9% Cost / Income 2024: 334.4 / 1,276.7 = 26.2% Cost income ratio ex. non-recurring items 2025: (382.9 - 23.0) / 1,425.6 = 25.2% Cost income ratio ex. non-recurring items 2024: (334.4 - 0.0) / 1,276.7 = 26.2% 82 Notes to the financial statements ===== SIDA 83 ===== LOSS PERCENTAGE/LOSS RATIO Adjusted loss percentage/ loss ratio is defined as the adjusted losses on loans divided by the average adjusted yearly loans to customers. The number is represented in percentage. Losses on loans is among the most significant elements in the income statement, and the development in loan loss ratio is an important key measure amongst investors, financial analytics and other to assess the be able to assess the underlying credit risk in the Bank’s loans to customers. Amounts in NOK million 2025 2024 Losses on loans 673.6 661.0 Average loans to customer 16,952.8 13,586.7 Loss percentage 2025: 673,6 / 16,952.8 = 4.0% Loss percentage 2024: 661 / 13,586.7 = 4.9% Note 23 Off-balance-sheet items Unused limits and credit facilities as at 31 December 2025 was NOK 6,406.5 million (31 December 2024: NOK 5,197.1 million). Approved and offered loans not yet paid out as at 31 December 2025 amounted NOK 106.6 million (31 desember 2024: NOK 98.7 million). Note 24 Other significant events On 29 April 2025, the Board of Directors of Morrow Bank ASA resolved on a cross-border merger plan to facilitate a planned relisting of its shares on Nasdaq Stockholm (the ”Relisting”). Morrow Bank ASA’s General Assembly approved the merger plan on 4 June 2025. Morrow Bank ASA completed its planned cross-border merger with Morrow Bank AB on 2 Jnauary 2026. Consequently, the last day of trading and listing of the Morrow Bank ASA shares on Oslo Børs was 30 December 2025. Morrow Bank / Annual Report 2025 83 ===== SIDA 84 ===== Note 25 Subsequent events 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 fulfil- ment 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 consi- deration at closing of SEK 1,960 million. The transaction is subject to regulatory and shareholder approvals. 84 Notes to the financial statements ===== SIDA 85 ===== Note 26 Shares in subsidiary As of 31 December 2025, the Bank has one wholly owned subsidiary, Morrow Bank AB. No consolidated financial statements have been prepared to include this subsidiary. This is justified by IAS 8.8: “IFRSs set out accounting policies that the IASB has concluded result in financial statements that provide relevant and reliable information about the transactions, other events and conditions to which they apply. It is not necessary to apply these policies when the effect of applying them is immaterial. However, it is inappropriate to make, or leave uncorrected, immaterial departures from IFRSs to achieve a particular presentation of an entity’s financial position, financial performance or cash flows.” The Bank believes that consolidated financial statements would not add value compared to the financial statements of Morrow Bank ASA. There is limited or no activity in the subsidiary in 2025, and the income statement, balance sheet, cash flow statement and notes would therefore largely be identical for the parent company and the group. Company Org. no. Ownership share N u m b e r o f s h a r e s 1 January 2025 Additions/ disposals during the year Number of shares 31 December 2025 Acquisition cost Carrying amount 31 December 2025 Morrow Bank AB 559490-6546 100% 500,000 230,878,181 231,378,181 800,420,281 800,420,281 Morrow Bank AB has prepared financial statements for the period 16 July 2024 to 31 December 2025, showing a profit after tax of SEK –2,925,260 and a carrying amount of equity of SEK 728,452,921 as of 31 December 2025. Morrow Bank / Annual Report 2025 85 ===== SIDA 86 ===== PricewaterhouseCoopers AS, org.no.: 987 009 713 MVA, Statsautoriserte revisorer, medlemmer av Den norske Revisorforening og autorisert regnskapsføre rselskap Advokatfirmaet PricewaterhouseCoopers AS, Org.no.: 988 371 084 MVA, Medlemmer av Advokatforeningen. advokatfirmaet@pwc.com PwC Tax Services AS, Org.no.: 962 066 321 MVA, Autorisert regnskapsførerselskap, Medlem av Regnskap Norge Dronning Eufemias gate 71, Postboks 748 Sentrum, NO -0106 Oslo, T: 02316 (+47 952 60 000) www.pwc.no To the General Meeting of Morrow Bank ASA Independent Auditor’s Report Report on the Audit of the Financial Statements Opinion We have audited the financial statements of Morrow Bank ASA (the Company), which comprise the balance sheet as at 31 December 2025, comprehensive income statement, comprehensive income, statement of changes in equity and cash flow statement for the year then ended, and notes to the financial statements, including material accounting policy information. In our opinion the financial statements comply with applicable statutory requirements, and the financial statements give a true and fair view of the financial position of the Company as at 31 December 2025, and its financial performance and its cash flows for the year then ended in accordance with IFRS Accounting Standards as adopted by the EU. Our opinion is consistent with our additional report to the Audit Committee. Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company as required by relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code) as applicable to audits of financial statements of public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation (537/2014) Article 5.1 have been provided. We have been the auditor of Morrow Bank ASA for 13 years from the election by the general meeting of the shareholders on 10 October 2012 for the accounting year 2013. Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key Audit Matters How our audit addressed the Key Audit Matter Valuation of loans to customers We focused on the valuation of loans to customers because the loans constitute a significant proportion of the value of assets on the balance sheet. Furthermore, the valuation of loans is based on the comprehensive accounting rules in IFRS 9 and the bank's processes include, among other things, a complex, model-based framework with elements that require management to use We obtained an understanding of the processes and the model-based framework used by management to calculate the value of loans, including how loans are classified into stages. We discussed the impact of forward-looking macroeconomic information on the value of loans with management. Auditor’s report 86 Auditor’s report ===== SIDA 87 ===== 2 / 4 judgement. For loans where there are objective indications of impairment, management uses judgement to determine the value of the loans. The accounting rules, the framework, the volume of data, and the use of judgement increase the inherent risk of errors. Notes 1, 3 and 16 to the financial statements are relevant to the description of the model and how the value of loans is estimated. We assessed whether the model was in line with the accounting rules. We assessed and tested whether the bank's criteria for allocation into stages had been followed. We tested the completeness and accuracy of data inputs, and mathematical accuracy of calculations used in the model. Our tests included assessments of the reasonableness of estimates for probability of default and loss given default (PD and LGD). We assessed and challenged the reasonableness of significant assumptions with the bank’s management. We assessed whether the information included in the relevant notes on the valuation of loans was in accordance with the accounting rules. Other Information The Board of Directors and the Managing Director (management) are responsible for the information in the Board of Directors’ report and the other information accompanying the financial statements. The other information comprises information in the annual report, but does not include the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the information in the Board of Directors’ report nor the other information accompanying the financial statements. In connection with our audit of the financial statements, our responsibility is to read the Board of Directors’ report and the other information accompanying the financial statements. The purpose is to consider if there is material inconsistency between the Board of Directors’ report and the other information accompanying the financial statements and the financial statements or our knowledge obtained in the audit, or whether the Board of Directors’ report and the other information accompanying the financial statements otherwise appears to be materially misstated. We are required to report if there is a material misstatement in the Board of Directors’ report or the other information accompanying the financial statements. We have nothing to report in this regard. Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report • is consistent with the financial statements and • contains the information required by applicable statutory requirements. Our opinion on the Board of Directors' report applies correspondingly to the statement on Corporate Governance. Responsibilities of Management for the Financial Statements Management is responsible for the preparation of financial statements that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the EU, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: • identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error. We design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional Morrow Bank / Annual Report 2025 87 ===== SIDA 88 ===== 3 / 4 omissions, misrepresentations, or the override of internal control. • obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. • evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. • conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern. • evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves a true and fair view. We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with the Board of Directors, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on Other Legal and Regulatory Requirements Report on Compliance with Requirement on European Single Electronic Format (ESEF) Opinion As part of the audit of the financial statements of Morrow Bank ASA, we have performed an assurance engagement to obtain reasonable assurance about whether the financial statements included in the annual report, with the file name morr-2025-12-31-no.xhtml, have been prepared, in all material respects, in compliance with the requirements of the Commission Delegated Regulation (EU) 2019/815 on the European Single Electronic Format (ESEF Regulation) and regulation pursuant to Section 5-5 of the Norwegian Securities Trading Act, which includes requirements related to the preparation of the annual report in XHTML format. In our opinion, the financial statements, included in the annual report, have been prepared, in all material respects, in compliance with the ESEF regulation. Management’s Responsibilities Management is responsible for the preparation of the annual report in compliance with the ESEF regulation. This responsibility comprises an adequate process and such internal control as management determines is necessary. Auditor’s Responsibilities Our responsibility, based on audit evidence obtained, is to express an opinion on whether, in all material respects, the financial statements included in the annual report have been prepared in compliance with ESEF. We conduct our work in compliance with the International Standard for Assurance Engagements (ISAE) 3000 – “Assurance engagements other than audits or reviews of historical financial information”. The standard requires us to plan and perform procedures to obtain reasonable assurance about whether the financial statements included in the annual report have been prepared in compliance with the ESEF Regulation. 88 Auditor’s report ===== SIDA 89 ===== 4 / 4 As part of our work, we have performed procedures to obtain an understanding of the Company’s processes for preparing the financial statements in compliance with the ESEF Regulation. We examine whether the financial statements are presented in XHTML-format. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Oslo, 26 March 2026 PricewaterhouseCoopers AS Erik Andersen State Authorised Public Accountant Note: This translation from Norwegian has been prepared for information purposes only. Morrow Bank / Annual Report 2025 89 ===== SIDA 90 ===== 90 ===== SIDA 91 ===== Morrow Bank / Annual Report 2025 91 ===== SIDA 92 ===== Design og produksjon: Artbox AS