Annual report
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2025 ANNUAL REPORT
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Contents 3 T his is Norion Bank 5 N orion Bank Group 6 A c omment from our CEO 8 T he year in brief 12 N orion Bank's focus areas 14 Fi nancial targets 16 O perating segments 24 C ustomer case: Lager 157 26 C ustomer case: Accent Equity 28 C ustomer case: Resand OY 29 Su stainability work 40 F INANCIAL INFORMATION 41 D irectors' report 46 G roup five-year summary 47 G roup key ratios 48 G roup financial statements 54 P arent Company financial statements 59 N otes 100 S ignatures 102 A udit report 106 C orporate governance report 120 Su stainability report 128 Definitions This report has been published in Swedish and English. In the event of any differences between the English translation and the Swedish original, the Swedish report shall prevail. Annual Report 2025 Norion Bank Group 2 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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This is Norion Bank Norion Bank Group is a business-oriented Nordic financing bank. Through the Group’s brands – Norion Bank, Walley and Collector – customized financing solutions are offered to meet distinct customer needs within three segments: medium-sized corporates and real estate companies, merch- ants, and private individuals. As a specialist in financing solutions, Norion Bank Group is a leading complement to traditional large banks, with a vision of being the leading Nordic financing bank within its selected segments. Norion Bank’s offering includes corporate and real estate lending as well as factoring solutions for medium-sized companies. Through the Walley brand, flexible payment and checkout solutions are offered to merchants and private individuals. The Collector brand provides personal loans and credit cards to private individuals, as well as savings accounts for private consumers and corporates. Norion Bank Group (formerly Collector Bank) was founded in 1999 and has offices in Gothenburg, Stockholm, Helsingborg, Oslo and Helsinki. Operations are conducted through Norion Bank AB (publ), which is listed on Nasdaq Stockholm. Corporate Consumer Payments Real Estate Norion Bank offers corporate loans and factoring solutions, with particular focus on medium-sized companies in Sweden, Norway and Finland across a broad range of industries. Corporate loans are issued against collateral, with an average loan of approximately SEK 49 million in the loan portfolio. Factoring solutions primarily comprise the purchase of invoices, both with and without recourse. Collector offers unsecured loans to private individuals in Sweden of up to SEK 500,000 and in Finland of up to EUR 25,000, with an average loan of approximately SEK 165,000 in the loan portfolio. Distribution is conducted through own channels as well as via loan inter - mediaries. Collector also offers credit cards, with a maximum credit limit of SEK 100,000, and savings accounts. Walley offers payment and checkout solutions for e-commerce and retail chains, primarily in Sweden, Finland and Norway, as well as invoice and instalment payment services for private individuals. Walley provides specialized solu - tions tailored to the merchant’s strategy and brand, primarily targeting larger merchants. Norion Bank offers real estate loans with focus on metropolitan areas and university cities in the Nordic region. Real estate loans are issued to companies against collateral, with an average loan of approximately SEK 105 million in the loan portfolio. Norion Bank provides both senior and junior real estate lending. Financing is primarily provided for residential and office properties, but also for industrial properties. Annual Report 2025Norion Bank Group 3 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Oslo Stockholm Helsingborg Gothenburg HelsinkiNorway 5% Sweden 57% Finland 17% Germany 9% Other 11% LOAN PORTFOLIO 2025 BY SEGMENT LOAN PORTFOLIO (SEKM) TOTAL INCOME (SEKM) ● Real Estate – 41% ● Corporate – 23% ● Consumer – 28% ● Payments – 7% ● Other – 1% 49,675 SEKM ● Offices ● Loan portfolio in 2025 2023 2024 2025 45,470 50,286 49,675 2023 2024 2025 3,648 3,697 3,847 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS Annual Report 2025 Norion Bank Group 4
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Norion Bank Group Norion Bank Group is a business-oriented Nordic financing bank. Through the Group’s brands – Norion Bank, Walley and Collector – customized financing solutions are offered to meet distinct customer needs within three customer segments: medium-sized corporates and real estate companies, merchants and private individuals. As a specialist in financing solutions, Norion Bank Group is a leading complement to traditional large banks, with a vision of being the leading Nordic financing bank within its selected segments. BRAND BRAND BRAND Norion Bank Corporate and real estate loans as well as factoring solutions for medium-sized corporates and real estate companies. Walley Payment and checkout solutions for merchants and private customers. Collector Personal loans and credit cards for private individuals, as well as savings accounts for private individuals and corporates. CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS Norion Bank Group Annual Report 2025 5
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In connection with my appointment as CEO in 2018, we initiated a strategic transformation journey with a clear focus on long-term value creation. Through gradually implemented initiatives, the bank has grown and strength - ened its market position. Over the past five years, the loan portfolio has increased from approximately SEK 32 billion to approximately SEK 50 billion, while earnings per share have increased from SEK 1.47 to SEK 7.12 – demonstrating a clear and gradual improvement. In parallel, the establishment of our three separate brands has created improved conditions for profitable development. We also see continued strong development in our green portfolio, where we finance companies that strengthen the resilience of the Nordic energy system, accelerate the transition of the transport system and focus on innovative business models that increase resource efficiency. We continue to prioritize long- term profitable growth and maintain a selective approach in our business decisions with strong risk awareness in our operations. 2025 was marked by continued global uncertainty driven by both geopolitical and security-related events, which contributed to a generally more cautious market environ - ment. Despite this, the loan book amounted to SEK 49.7 billion at year-end, representing a decrease of approxi - mately SEK 600 million compared with the end of 2024. Exchange rate effects had a negative impact on full-year development of approximately SEK 1.2 billion. At the same time, both total income and net interest income increased by 4%, and the net interest margin amounted to 6.9% – a continued robust level from a long-term perspective. Furthermore, it is encouraging that the bank’s work to improve credit quality is yielding results, as evidenced by the continued decline in credit losses – from 2.1% at the end of 2024 to 1.7%. Overall, profit increased by 14%, while earnings per share increased by 17%, and by 19% adjusted for currency effects. Good potential within the Corporate and Real Estate segments The Corporate segment consists of a diversified portfolio, both in terms of sectors and geographies, providing an attractive position in the Nordic market. Customer activity remained generally good, although decision-making processes were characterized by increased caution and longer lead times. At year-end, the loan book amounted to SEK 11.5 billion, which is unchanged compared with the previous year, while total income increased by 16%. Demand for the segment’s factoring solutions continue to grow and there are promising conditions for a continued positive development. The Real Estate segment has maintained a selective and disciplined lending approach, focusing on professional counterparties. The work to reduce exposures in stage 3 remains central to further strengthening credit quality, and it was therefore positive that interest payments of approxi - mately SEK 140 million from stage 3 clients were received during the first quarter of the year. Customer activity was characterized by a cautious sentiment and delayed invest - ment decisions during most of the year. However, activity gradually improved towards year-end, resulting in more dialogues with new potential clients. During the latter part of the year, we also noted increased diversification in new lending, including transactions in somewhat smaller ticket sizes. The loan book amounted to SEK 20.5 billion at year- end, representing a decrease compared with the previous year. The decline is attributable to both our selective lending approach and the subdued market environment. During the year, we also focused on further strengthening the Real Estate segment through strategic recruitments, including the appointment of Ken Wendelin as General Manager. We have also recruited additional senior client managers after year-end, strengthening our capacity to meet increased activity levels and capture future business opportunities. A successful year for the Consumer segment The Consumer segment delivered another year of very strong performance. The long-term strategy of prioritizing profitability over volume growth has generated clear res- ults, with strengthened credit quality and attractive risk- adjusted returns. The net interest margin increased to 7.8%, from 7.4% the previous year, and total income rose by 19% during the year. The loan book increased by 12%, partly as a result of the acquisition of DNB Sweden’s credit card port - folio. The acquisition has been strategically attractive, broadening the segment’s product offering and significant - ly strengthening its presence within the credit card segment. The Consumer segment has also relaunched its brand to more clearly position itself as a client-oriented actor in the retail banking market. In parallel, several initiatives have been implemented to create a more cohesive customer experience, which has already resulted in significantly increased customer satisfaction. The segment continues to prioritize sound and sustainable lending, exemplified during the year by the campaign “Borrowing costs money”, aimed at highlighting the importance of responsible borrowing. The message aligns well with our ambition to contribute to increased financial knowledge and to strengthen custom - ers’ ability to make well-informed decisions. By doing this, we create the foundation for long-term and sustainable customer relationships. A comment from our CEO CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS Annual Report 2025 Norion Bank Group 6
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Walley – continued strong growth and Nordic expansion The bank’s payment solution, Walley, continued its strong development during 2025. Throughout the year, we contin - ued to invest in product development, technical capabi- lities and organizational strengthening to further enhance the offering and scalability. These investments contributed to a continued positive development, for example reflected in that the number of active customers exceeded 6.5 million at year-end. The growing customer base and a significant inflow of new merchants contributed to a 20% increase in transaction volumes during the year. Among others, Babyshop Group, Lager 157, Nordiska Galleriet, Länna Möbler and Akademibokhandeln joined during the year. Walley has also welcomed both Finnish and Norwegian merchants, which further strengthened the Nordic expansion. For example, Rema 1000, Norway’s larg - est grocery chain, onboarded as a partner towards the end of the year. The strong development was also reflected in the loan book, which increased by 19% during the year. Growth was partly driven by the acquisition of Verkkokauppa.com’s consumer financing business in Finland, which strength - ened Walley’s position in the Finnish market. Continued work towards an efficient capital structure During the year, the bank successfully executed capital issuances, comprising both Tier 2 and Additional Tier 1 capital, totaling SEK 1 billion. The transactions were in line with our ambition to gradually optimize and diversify the capital structure, and the strong interest from institutional investors confirmed a continued confidence in the bank. As part of our efforts to optimize capital usage, the sale of an NPL portfolio, of approximately SEK 430 million, to Intrum and a subsidiary of Cerberus Capital Management was completed during the year. The transaction had no impact on earnings but released capital and thereby strengthened the bank’s financial flexibility. Focus on long-term shareholder value Given the bank’s strong financial position and the ambition of creating long-term shareholder value, two share buyback programs, totaling SEK 1 billion and approximately 16 million shares, were executed during 2025. As a natural next step, and in order to strengthen our financial flexibility going forward, an Extraordinary General Meeting on 13 February 2026 resolved to cancel the shares repurchased during 2025. After year-end, we have also announced the intention to initiate additional buyback programs during 2026. The Board of Directors intends to propose that the Annual General Meeting in May renew the authorization to repurchase up to 10% of outstanding shares. Consensus Following a process initiated in November 2025, we have now completed the acquisition of Consensus Asset Management – an important and positive step for the bank. Through the acquisition, we establish a new business area within asset and wealth management, broadening our operations and strengthening our offering. As previously communicated, the acquisition entails several strategic advantages. Consensus’ business is less capital-intensive than our existing operations and contributes to a more diver- sified and robust income structure over time. At the same time, we strengthen our geographic presence and see good opportunities for increased business flows within the bank’s existing business areas. We are very pleased to welcome both Consensus’ employees and customers to the bank. With a broadened offering, a more diversified business model and a strong financial position, we are well posi - tioned for the next phase of the bank’s development. I would like to extend my sincere thanks to our employees, customers and shareholders for their continued trust. Martin Nossman CEO, Norion Bank Annual Report 2025Norion Bank Group 7 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS7 Norion Bank Group Annual Report 2025 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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The year in brief Norion Bank showed stable financial results in 2025. During the year, the bank executed share buyback programs, completed complementary acquisitions and continued its strategic development. In line with the bank’s financial targets, the Board of Directors intends to initiate additional share buybacks during 20261. 1 Subject to that the Annual General Meeting, on 5 May 2026, renews the share buyback authorization of up to 10% of the number of outstanding shares. 49,675 SEKm 30.4% 15.5% 3,847 SEKm 1,438 SEKm 15.6% -1% +4% +1.4 percentage points +0.6 percentage points -0.3 percentage points +14% Loan portfolio C/I ratio Return on equity Total income Net profit CET1 ratio CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS Annual Report 2025 Norion Bank Group 8
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The Corporate and Real Estate segments– strategic focus areas Norion Bank’s Corporate and Real Estate segments hold attractive market positions through the offering of flexible and customized financing solutions to medium-sized corporates and professional real estate companies. Following a more restrained sentiment during most of the year, activity levels increased towards year-end, resulting in a higher number of customer dialogues. The loan portfolio amounted to SEK 11.5 billion for the Corporate segment and SEK 20.5 billion for the Real Estate segment. During the first quarter of the year, payments of SEK 140 million were received from Stage 3 clients within the Real Estate segment, which contributed positively to the bank’s income and profitability levels. The both segments remain selective in the choices of transaction and operate with a primary focus on profitability. Stable financial performance Norion Bank delivered solid performance in 2025, despite a market environment characterized by a more cautious sentiment. The loan portfolio amounted to SEK 49.7 billion, with positive development in the Consumer and Payments segments. Net interest income increased by 4% compared with the previous year. Profit rose by 14%, while earnings per share increased to SEK 7.12 – an increase of 17% compared with 2024, primarily driven by executed share buybacks totaling approximately SEK 1 billion. Overall, this represents a continued strengthened profitability and clear value creation for the bank’s shareholders. 2025 The year in brief Strong growth and completed acquisition within the Consumer segment The Consumer segment delivered another successful year with strong growth. The segment’s focus on profit over volume growth has generated clear results, and the business rest on a stable foundation with good control over both credit quality and distribution. The loan portfolio grew by 12% compared with the previous year, where the completed acquisition of DNB Sweden’s credit card portfolio contributed positively and further diversified the business. Total income increased by close to 20% during the year. Norion Bank Group 9 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTSAnnual Report 2025 9
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Increased shareholder value through completed share buyback programs Norion Bank took further steps to strengthen shareholder value through the execution of share buyback programs, totaling approximately SEK 1 billion, during 2025. The buy - backs reflect the bank’s solid financial position and focus on long-term value creation. Norion Bank intends to continue strengthening shareholder value by initiating additional buyback programs during 2026. The Payments segment – strengthened position through growth and acquisition The bank’s Payments segment continued to strengthen its market position and had more than 6.5 million active customers at year-end. The segment demonstrated continued strong growth in transaction volumes, with an increase of 20% during 2025. Growth was driven by both new and deepened partnerships. New, onboarded mer - chants included Lager 157, Nordiska Galleriet, Länna Möbler and Akademibokhandeln. The acquisition of Verkkokauppa. com’s consumer financing business was also completed during the year, significantly strengthening the credit portfolio and transaction volumes in Finland. Recommended public offer to the shareholders of Consensus Asset Management Following a period of streamlining, the bank is well positioned for continued profitable growth within both exist - ing and complementary business areas. Therefore, a recommended public offer to the shareholders of Consensus was announced during the fourth quarter. After the end of the year, the acceptance period expired and the acquisition was completed. The bank sees clear strategic advantages in combining the operations. Annual Report 2025 Norion Bank Group 10 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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1 Corporate segment Real Estate segment Consumer segment Payments segment Operations CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS Norion Bank Group Annual Report 2025 11
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Norion Bank’s focus areas Norion Bank is a business-oriented Nordic financing bank. As a specialist in financing solutions, the bank is a leading complement to traditional large banks, with a clear vision of being the leading Nordic financing bank within its selected segments. Focus on profitability Attractive prospects across all segments Norion Bank has gone from being a strong growth compa - ny to focusing on profitability and thereby creating long-term value for shareholders. ▶ Profitable growth is prioritized over volume growth. ▶ Clear focus on maintaining and/or increasing risk-adjusted margins. ▶ Continued cost efficiency and focus on economies of scale in operations. ▶ Clear focus on maintaining sound risk-adjusted returns. ▶ Norion Bank sees good opportunities and holds an attrac - tive position within both the Corporate and Real Estate segments. Norion Bank has a particular focus on medium-sized companies – a large market with long-term growth potential. Norion Bank serve as a complement to larger banks and is one of few niche players offering corporate and real estate loans of a size requested by medium-sized corporates. ▶ The Consumer segment has undergone significant changes in recent years. Operations has stabilized, lending processes have been redesigned and proprietary distribu - tion capabilities have been strengthened, resulting in renewed solid growth in recent years. During 2025, the acquisition of DNB Sweden’s credit card portfolio was completed as part of the strategy to broaden and diversify the segment’s product offering. ▶ Payments is a strategically attractive business with strong future prospects. Norion Bank sees attractive structural growth in Nordic e-commerce and operates its payments business under the Walley brand. During 2025, further investments were made to strengthen the market position and clarify the offering, including through the acquisition of Verkkokauppa.com’s consumer financing business. Since its founding in 1999, Norion Bank was a growth company characterized by strong entrepreneurial spirit. New services and products were gradually introduced into the company’s offering, and volumes increased significant - ly. In 2019, Norion Bank initiated a number of significant strategic changes, which form a central foundation for the bank’s continued development and strategic direction. Below is a summary of the bank’s key focus areas. CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS Annual Report 2025 Norion Bank Group 12
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Transparency Funding Responsible capital allocation Compliance Norion Bank strives to operate a long-term sustainable business with a high degree of transparency towards all stakeholders. This is an ongoing process in which the bank continuously develops its processes. ▶ Publication of updated financial targets during 2024. ▶ Enhanced cost transparency through the introduction of segment-based cost reporting during 2025. ▶ Continuous and ongoing efforts to publish transparent and informative financial information. Norion Bank currently uses deposits from the public as its primary source of funding. To create a more stable long- term funding base, the bank strives to further diversify its funding on an ongoing basis. ▶ Higher inflation, rising interest rates and volatile financial markets have contributed to significantly lower risk appetite in funding markets since 2022. This temporarily slowed the bank’s market-based funding. However, the long-term strategy remains unchanged. ▶ Continued work on multiple funding sources and currencies. During 2023 and 2024, deposits were launched in Norway, the Netherlands and Spain. Deposits through own channels have also been strengthened. ▶ Longer maturities and matched funding. ▶ The cooperation with Avanza was phased out during 2025 and will be fully terminated after the first quarter of 2026. Norion Bank focuses on managing its capital base responsibly, with the objective of generating additional capital surplus over time. ▶ Balanced growth with focus on risk-adjusted returns. ▶ Long-term capital generation. ▶ Sound risk control. ▶ A self-financing company with the objective of creating value for shareholders. Norion Bank operates in a regulated sector with high standards and extensive regulatory requirements. Well-functioning internal procedures and processes are essential to ensure sound regulatory compliance and that new regulations and guidelines can be implemented appropriately. ▶ Norion Bank continuously works to develop and ensure robust internal procedures and processes. ▶ Continued focus and ongoing efforts to maintain strong internal control and regulatory compliance. CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS Norion Bank Group Annual Report 2025 13
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Norion Bank’s strategy is to maintain good risk-adjusted profitability. The Board of Directors has therefore adopted the following financial targets: Financial targets Norion Bank aims to achieve a sustainable return on equity above 15% over time.Profitability Norion Bank’s aim is that all capital ratios shall exceed the regulatory requirement by 200-400 basis points. Capital adequacy Norion Bank’s policy is to distribute potential surplus capital in relation to the capital adequacy target, subject to the bank’s future outlook and capital planning, to its shareholders. Dividend policy CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTSCONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS Annual Report 2025 Norion Bank Group 14
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Annual Report 2025Norion Bank Group 15 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS Annual Report 2025Norion Bank Group15 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Stable loan book and solid income growth CORPORATE SEGMENT Summary of the year The Corporate segment’s loan portfolio amounted to SEK 11,526 million (11,582) at year-end, corresponding to an unchanged development compared with the previous year. The Corporate segment represented 23% (23) of Norion Bank’s total loan portfolio. Total income amounted to SEK 889 million (766) during the year. The net interest margin (NIM) was 6.9% (6.8) and the operating income margin was 7.7% (7. 2). The sentiment within corporate finance remained cautious, driven by continued macroeconomic uncertainty, trade policy risks and inflation concerns. As a result, companies adopted a more prudent approach to investment decisions, leading to somewhat longer transaction processes. At the same time, signs of increasing optimism emerged towards the end of the year, reflected in a higher number of custom - er dialogues and improved activity levels. The segment recorded strong demand for its factoring solution, reflect - ing corporates’ need for flexible financing alternatives. The factoring offering contributes positively to earnings capacity and presents good potential for further develop - ment across the Nordic region. Positioning and focus Norion Bank’s Corporate segment offers flexible financing solutions with a primary focus on medium-sized compa - nies. The mid-market segment represents a key driver of economic growth and an important component of a sustainable and well-functioning financial system. Demand for financing solutions remains solid, and Norion Bank has established a unique position through its ability to offer tailored solutions that complement the more standardized offerings of larger banks. Profitability remained strong, and the focus on profitable growth continues. The business is well diversified across geographies and industries, and Norion Bank’s long-term ambition is to continue growing in all regions. Corporate Norion Bank offers corporate loans and factoring solutions with particular focus on medium-sized companies in Sweden, Norway and Finland across a wide range of industries. Corporate loans are issued against collateral. Factoring solutions primarily comprise the purchase of invoices, both with and without recourse. Loan portfolio 23% 11,526 SEKM CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS Annual Report 2025 Norion Bank Group 16
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TOTAL INCOME (SEKM) AND MARGIN (%) LOAN PORTFOLIO (SEKM) AND NIM (%) GEOGRAPHIC SPLIT 1) ● Sweden – 42% ● Finland – 19% ● Norway – 17% ● Other – 22% INDUSTRY SPLIT 1) ● Business services – 23% ● Wholesale & Retail – 21% ● Manufacturing – 19% ● Financial services & Investment companies – 16% ● Information & Communication – 5% ● Other – 17% 49 SEKM Average loan in the portfolio 2) 20 months Average remaining maturity 2) 1) Based on the Corporate loan portfolio as of December 31, 2025 2) Corporate lending 2023 2024 2025 9,705 11,582 11,526 7.6% 6.8% 6.9% 2023 2024 2025 777 766 889 7.7% 7.2% 7.7% CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS Norion Bank Group Annual Report 2025 17
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Cautious market sentiment REAL ESTATE SEGMENT Summary of the year The Real Estate segment’s loan portfolio amounted to SEK 20,504 million (23,073) at year-end, representing a decrease of 11% compared with the previous year. The Real Estate segment accounted for 41% (46) of Norion Bank’s total loan portfolio. Total income amounted to SEK 1,249 million (1,148) for the year. The increase was partly attributa - ble to interest payments, of approximately SEK 140 million, received in the first quarter from clients in Stage 3. The net interest margin (NIM) amounted to 5.7% (5.1) and continued to be negatively impacted by high volumes in Stage 3. The operating income margin amounted to 5.7% (5.2). The real estate financing market was characterized by caution during the majority of the year. Continued macroe - conomic uncertainty, trade policy risks and inflation concerns contributed to a generally restrained approach to investment decisions, extending transaction processes. Market conditions improved towards the latter part of the year, reflected in higher activity levels and an increased number of customer dialogues. Senior loans continued to constitute the majority of the portfolio and amounted to 63% (63) at the end of the period. Positioning and focus The real estate lending market is large, and Norion Bank acts as a complement to the larger banks. The bank holds a unique position as one of few niche players able to offer real estate loans of its size and provides a comprehensive offering including both senior and junior loans. The loan portfolio is diversified across geographical markets, with a continued long-term growth ambition in all regions. Demand is assessed to remain solid among both existing and new customers. Profitability is stable and the focus on profitable growth continues. Real Estate Norion Bank offers real estate loans focusing on metropolitan areas and university cities in the Nordic region. Loans are issued against collateral. Norion Bank provides both junior and senior real estate lending. Financing is primarily provided for residential and office properties, as well as industrial properties. Loan portfolio20,504 SEKM 41% Annual Report 2025 Norion Bank Group 18 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS Annual Report 2025 Norion Bank Group18 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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105 SEKM Average loan in the portfolio 14 months Average remaining maturity 1) Based on the Real Estate loan portfolio as of December 31, 2025 TOTAL INCOME (SEKM) AND MARGIN (%) LOAN PORTFOLIO (SEKM) AND NIM (%) GEOGRAPHIC SPLIT 1) ● Sweden – 41% ● Finland – 22% ● Germany – 22% ● Denmark – 7% ● Other – 7% INDUSTRY SPLIT 1) ● Office – 36% ● Residential – 31% ● Retail – 8% ● Warehouse – 7% ● Hotel – 5% ● Other – 14% 2023 2024 2025 21,432 23,073 20,504 6.5% 5.1% 5.7% 2023 2024 2025 1,248 1,148 1,249 6.4% 5.2% 5.7% CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS Norion Bank Group Annual Report 2025 19 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Strong growth and acquisition within credit cards CONSUMER SEGMENT Summary of the year The Consumer segment’s loan portfolio amounted to SEK 13,661 million (12,152) at year-end, representing an increase of 12% compared with the previous year. The segment accounted for 28% (24) of Norion Bank’s total loan portfolio. Total income amounted to SEK 1,078 million (908) during the year. The net interest margin (NIM) amounted to 7.8% (7.4) and the operating income margin was 8.3% (7.8). The segment demonstrated strong volume growth during the year, supported by the acquisition of DNB Sweden’s credit card portfolio. The transaction increased the credit volume by approximately SEK 650 million and represented a strategically advantageous repositioning in the Swedish consumer market. Through the acquisition, the number of credit cards increased from approximately 24,000 to around 105,000. Positioning and focus The segment’s overarching objective has for an extended period been to prioritize profitability over volume growth, which has generated solid results while the loan book developed strongly. The segment has established a stable foundation with good control over both credit quality and distribution strategy. With continued focus on proprietary channels, complemented by volumes through part- ners, there are good conditions for a continued favorable development. At year-end, approximately 45% of the loan portfolio was distributed through own channels, contribut - ing to improved information about clients, longer customer relationships and, over time, lower credit losses. The segment has also relaunched its offering in Finland, with the ambition to apply the experiences gained in Sweden. Consumer Collector offers unsecured loans to private individuals in Sweden of up to SEK 500,000 and in Finland of up to EUR 25,000. Sales are conducted through proprietary channels as well as through loan intermediaries. Collector also offers credit cards with a maximum credit limit of SEK 100,000, as well as savings accounts. Loan portfolio13,661 SEKM 28% CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS Annual Report 2025 Norion Bank Group 20
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TOTAL INCOME (SEKM) AND MARGIN (%) LOAN PORTFOLIO (SEKM) AND NIM (%) GEOGRAPHIC SPLIT 1) ● Sweden – 97% ● Finland – 2% AVERAGE CUSTOMER PERSONAL LOANS Personal loans 195,000 Average new lending (SEK, last 12 months) 45% Sales through own channels 1) Based on the Consumer loan portfolio as of December 31, 2025 165,000 Average loan in the portfolio (SEK) 56,000 Customers 50 years SEK 400,000 Average income 57% / 43% Women / Men Credit cards 105,000 2023 2024 2025 11,005 12,152 13,661 7.4% 7.4% 7.8% 2023 2024 2025 852 908 1,078 8% 7.8% 8.3% CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS Norion Bank Group Annual Report 2025 21
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Strong growth and completed acquisition PAYMENTS SEGMENT Summary of the year The Payments segment’s loan portfolio amounted to SEK 3,605 million (3,018) at year-end, representing an increase of 19% compared with the previous year. The segment accounted for 7% (6) of Norion Bank’s total loan portfolio. Transaction volumes amounted to SEK 20,913 million (17,423), corresponding to an increase of 20% year-on-year. Total income amounted to SEK 527 million (505). The net interest margin (NIM) was 8.2% (7.7) and the operating income margin was 15.9% (17.5). The customer base developed strongly, with 6.5 million active customers at year-end and Walley continued to perform well relative to the e-commerce market. During the year, several attractive partnerships were initiated, including with Babyshop Group, Lager 157, Nordiska Galleriet, Länna Möbler, Bokus and Akademibokhandeln. In line with the segment’s focus on growth, the acquisition of Verkkokauppa.com’s consumer financing business was completed during the third quarter, significantly strengthen - ing the credit portfolio and transaction volumes in Finland. Positioning and focus Norion Bank’s Payments segment has a strong positioning, focusing on customer-friendly solutions for both e-com - merce and physical retail. Walley works actively with loyalty concepts, customer satisfaction and technological innova - tion, and continues to strengthen its position as a leading partner in payment solutions for larger merchants. Overall, the intensive efforts continue to drive growth and further improve profitability. Through strong industry engagement, Walley strengthens both its market position and its ability to create value together with customers and partners. Payments Walley offers payment and checkout solutions to e-commerce and retail chains, primarily in Sweden, Finland and Norway, as well as invoice and instalment services for private individuals. Walley provides specialized solutions tailored to the merchant’s strategy and brand, primarily targeting larger merchants. 3,605 SEKM Loan portfolio 7% CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS Annual Report 2025 Norion Bank Group 22
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TOTAL INCOME (SEKM) AND MARGIN (%) LOAN PORTFOLIO (SEKM) AND NIM (%) GEOGRAPHIC SPLIT 1) ● Sweden – 44% ● Finland – 40% ● Norway – 16% TRANSACTION VOLUMES (SEKM) 6.5 million Active customers (Last 12 months) 1,100 Average ticket size (SEK) 1) Based on the Payments loan portfolio as of December 31, 2025 2023 2024 2025 2,763 3,018 3,605 7.5% 7.7% 8.2% 2023 2024 2025 464 505 527 17.7% 17.5% 15.9% 2023 2024 2025 14,531 17,423 20,913 Norion Bank Group Annual Report 2025 23 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Gällstad to Europe, a world- class customer experience CUSTOMER CASE: LAGER 157 Lager 157 is a Swedish growth success story built on the idea of simplicity and focus on expansion. The company is now entering its next chapter: expanding into Europe. Growth is accelerating, driven by a strong ambition to chal - lenge the industry while staying true to its core concept – making fashion simple, accessible and affordable without compromising on quality. As Lager 157 approaches Europe, the same clarity and demand for frictionless interactions apply to every customer touchpoint. The checkout is not merely the end of the customer journey, but a strategic extension of the brand – where recognition and consisten - cy must be ensured regardless of channel or country. – The payment must reflect our brand and work seamlessly, whether the customer orders from their sofa in Skövde or pays in store in Stockholm. Walley plays a crucial role in order to achieve that. They truly understand how we run our busi- ness and how we want to elevate the customer journey, says Stefan Palm, CEO and Founder of Lager 157. Walley – a long-term partner for growth When Lager 157 sought a new payment provider, the need was clear: a partner capable of managing the complexity of integrating e-commerce and physical retail into one unified customer journey. Walley’s omnichannel solution stood out. The platform connects stores, e-commerce and customer data into a seamless ecosystem, where the loyalty club and relevant payment methods are integrated directly into the flow. By enabling systems to interact efficiently, a cohesive experience is created that strengthens both the customer journey and commercial performance. – What made us choose Walley was their holistic perspec - tive. They presented solutions that were already proven in practice, where payments, the loyalty club and the consum - er experience are clearly connected, says Stefan Palm. What began as a small outlet store in Gällstad in 1999 has, in just over two decades, grown into one of the Nordic region’s most expansive fashion retailers. Alongside the company stands Walley, with a clear mission: to create a customer experience that connects the brand across all channels – from physical stores to e-commerce and further into continental Europe. Easier access to the loyalty club The loyalty club is a central driver of Lager 157’s business model and relationship strategy. Through Walley’s Loyalty Booster, integrated directly into the checkout, customers can become members at the point of payment – without leaving the checkout. This lowers the threshold for new members and strengthens customer relationships from the first transaction. – We already have an impressive share of members, but our ambition is to include every single customer. Walley’s loyalty solution fits us perfectly because it makes joining the club effortless. This supports our strategy of building long-term customer relationships through the ecosystem within the loyality club, says Stefan Palm. Setting course for the continent With a strong position in the Nordic region and a growing store network, Lager 157 is now accelerating beyond Sweden’s borders. The first version of its EU checkout has been launched with local direct payment methods tailored to each market, with focus on further developing and optimiz- ing the most strategically important payment options as volumes increase and customer needs evolve across Europe. – Lager 157 is a forward-leaning company that views payments as a strategic part of the consumer experience. Together we develop solutions that strengthen the brand, streamline purchases and create a consistent journey across channels and markets. Our partnership demon - strates how the right ecosystem around data, payments and customer relationships can drive growth, says David Lundqvist, CEO of Walley. Stefan Palm, Lager 157 Photo: Lager 157 What made us choose Walley was their holistic perspective.“ CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS Annual Report 2025 Norion Bank Group 24
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Gällstad to Europe, a world- class customer experience CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS Norion Bank Group Annual Report 2025 25
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Flexible financing strengthens portfolio companies CUSTOMER CASE: ACCENT EQUITY Since the early 2000s, Accent Equity has built a successful model for long-term value creation in growth companies. As an independent private equity firm focusing on small to mid-sized companies, diversification is a key part of its strategy. Focus is directed towards well-functioning busi - nesses with potential, often in connection with ownership transitions, carve-outs or strategic growth initiatives. A clear niche creates stability – While others have moved upmarket, we have chosen to remain in our lower mid-market niche. We aim for breadth in our portfolio and invest in specialized companies within areas such as industry, trade, IT and logistics – businesses that are fundamentally sound but can grow faster and more sustainably with our support, says Oscar Claeson, Partner and Investment Manager at Accent Equity. The portfolio company Blomsterboda, a market leader in flower sales to the grocery sector, is beginning to see renewed growth opportunities after several challenging years in the market. Another portfolio company, Unisport – a leading Nordic full-service provider of sports facilities, including complementary services and equipment – is also performing strongly. Accent Equity’s ownership has created the conditions for clearer governance, strengthened finan - cial stability and a focus on sustainable expansion. A shared understanding of the segment – We receive around 200 investment proposals per year and select the cases where we can truly add value. Many of the companies we acquire are entrepreneur-led. We believe in leaders who are deeply committed to their companies and understand their operations fundamentally. Norion Bank shares this mindset, focusing on long-term opportunities, says Oscar Claeson. The collaboration with Norion Bank is characterized by mutual understanding of the business segment and a pragmatic approach to complex financing situations. As a specialist in financing for mid-sized companies and real estate firms, the bank contributes with expertise and strategic advice. As a financing partner to Accent Equity, Norion Bank contributes to the strengthening of established companies with clear potential for further development. A strong partnership and a shared vision for development create the conditions for sustainable growth. – Norion Bank has a strong understanding of entrepre - neur-led businesses and knows that value creation and growth require flexibility. We appreciate their speed, clear decision-making processes and ability to understand our companies, says Oscar Claeson. For Norion Bank, the partnership with Accent Equity repre - sents an opportunity to act as financing partner to portfolio companies with strong development potential across various industries. – Through our cooperation with Accent Equity, we can support growth in companies with capable management teams and clear strategies. We share their view of what creates long-term value – strong partnerships, sustainable business models and deep organizational understanding. Together, we create development opportunities for well- established and expanding companies such as Unisport and Blomsterboda, says Simon Hansson, Senior Client Executive at Norion Bank. Oscar Claeson, Accent Equity Photo: Accent Norion Bank has a strong understanding of entrepreneur- led businesses and knows that value creation and growth require flexibility. “ CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS Annual Report 2025 Norion Bank Group 26
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Partnership key to international expansion CUSTOMER CASE: RESAND OY With a unique business model, Resand Oy has revolution- ized the recycling of foundry sand. As a stable financing partner, Norion Bank has enabled the launch of “Sand as a Service” (SAAS) and supported the company’s rapid international expansion. –Global demand for sand has increased to unsustainable levels, making sand recycling essential from both an envi - ronmental and economic perspective. Thanks to Resand’s patented sand recycling technology and unique SAAS model, sand can be processed for reuse directly at the foundry without major investments, says Mikko Immonen, CEO of Resand. Sustainable sand extraction Sand is the world’s second most used natural resource after water, as a key raw material for the construction industry and used in numerous industrial processes. However, supply is not unlimited. Resand Oy was founded in 2013 with the ambition to reduce waste in foundries while preventing the overexploitation of natural resources. Since then, the company has developed a scalable technology and a new business model that has attracted significant international attention. – Recycling foundry sand is a sustainable activity that also lowers operational costs. In addition to reducing emissions from sand extraction, logistics-related emissions are also reduced, says Mikko Immonen. – Technology development has been at the core of Resand throughout its lifecycle, but from the very beginning it was clear that we wanted to build a service business. We deliver the equipment to the customer’s facility, connect it to their production line, train personnel and handle maintenance. Hence the concept “Sand as a Service”, he continues. A pioneering business model, combined with stable financing from Norion Bank, has enabled a strong growth journey for the Finnish company Resand Oy. Cooperation with Norion Bank – key to expansion Resand currently operates in several countries. The close cooperation with Norion Bank – characterized by flexible financing solutions and long-term commitment – has enabled the company’s rapid international expansion. –Our ability to deliver equipment to customers’ facilities requires a very solid financial foundation, as our production costs begin when the contract is signed. With Norion Bank as our financing partner, we have strengthened our credi - bility, and the partnership has played a decisive role in open- ing doors in international markets, says Maarit Nissinen, CFO of Resand. Photo: Resand Recycling foundry sand is both environmentally sustainable and cost efficient.“ CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS Annual Report 2025 Norion Bank Group 28
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2 Sustainability Annual Report 2025Norion Bank Group 29 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Norion Bank’s sustainability work Norion Bank wants to be a long-term partner to both companies and private individuals. Through our brands, customized financing services are offered that meet distinct customer needs within three customer segments: medium-sized corporates and real estate companies, merchants and private individuals. As a specialist in financing solutions, Norion Bank is a leading complement to traditional major banks, with the vision of being the leading Nordic financing bank within the selected segments. Through our operations, we want to contribute to creating long-term value for our customers, investors, employees and society. We strive to create value from an economic, social and environmental perspective. Together with the bank’s customers, we want to promote sustainable development and future value creation. Annual Report 2025 Norion Bank Group 30 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS Annual Report 2025 Norion Bank Group30 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Our three strategic focus areas Norion Bank wants to make a difference where the opportunity to influence is the greatest. Therefore, we have gathered our most important sustainability aspects within three strategic focus areas1. Business-minded Through business-minded, we are a professional partner that stands for responsible financ - ing which enables sustainable development. Ambitions/Commitments ▶ Annually contribute to increased financial health and counteract over-indebted - ness among our customers. ▶ Strengthen the bank’s climate-related resilience work in line with stake- holders’ expectations and society’s climate transition. ▶ Deepen customer dialogues regarding ESG-related issues to strengthen their long-term resilience. Committed We create the conditions for our employees to feel owner- ship and responsibility in their roles and provide them with the necessary sustainability competence to build long-term success for both the bank and our customers. Ambitions/Commitments ▶ Annually strive to achieve an eNPS that places the bank above the industry average for banking and finance. ▶ Ensure that all functions and roles have the sustainability competence required for effective integration of sustainability into the bank’s various functions. ▶ Strengthen the bank’s risk and compliance culture through increased awareness and proactive management of ESG-related risk drivers within the bank’s traditional risk categories. Caring With a structured and trans- parent way of working, we are a reliable partner that conducts business with care for our surroundings, our customers and employees. Ambitions/Commitments ▶ Annually live up to Norion Bank’s zero vision for complaints regarding customer integrity, anti- corruption and marketing. ▶ Work to ensure increased relevance and quality in the sustainability-related data that forms the basis for the bank’s analyses, risk management and decision-making. ▶ Further develop ESG risk assessment in the process for approval of new or mate- rially changed systems and processes. 1 The three strategic focus areas applied until year-end 2025. Thereafter, the bank operates based on updated guiding principles. Annual Report 2025Norion Bank Group 31 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS Annual Report 2025Norion Bank Group31 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Sustainability-related ambitions and implementation During 2025, Norion Bank maintained continued focus on the Green Register as a central tool in the work of creating long-term business opportunities, financing green opera - tions and strengthening the bank’s position as a strong and competitive actor in the market. The green bonds enable targeted financing of green projects and operations through inclusion in the bank’s Green Register. As part of the work with the green framework, the bank has also established the Green Bond Committee. The Committee has decision-making authority regarding inclusion of credits considered to meet the criteria in the green framework. The Committee consists of represen- tatives from the Sustainability, Corporate and Real Estate, Treasury and Credit departments. In addition to the work with the bank’s green financing, our integration of sustainability in the operations is based on a continuous focus on identifying, managing and follow - ing up on material sustainability issues that are of particular importance to the operations and our stakeholders. As part of this work, the bank maintains a continuously updated materiality analysis inspired by the method from the Euro - pean reporting standard European Sustainability Reporting Standards (ESRS). The double materiality analysis maps the bank’s impact on people and the environment as well as how sustainability issues affect the company’s financial position. It constitutes a central basis for the bank’s ongo - ing sustainability governance and continued development. During the year, the bank has evaluated its previous commit- ments and clarified the sustainability-related ambitions for 2026. During the coming year, development of internal processes is prioritized so that sustainability-related impact is assessed systematically and integrated into the bank’s products and internal risk management. The mapping of emissions in the bank’s value chain focus - es on calculation of emissions linked to the bank’s credit portfolio, which accounts for the absolute majority of the bank’s emissions. By ensuring data collection for credits and thereby aligning the methodology for the credit port- folio with the industry initiative Partnership for Carbon Accounting Financials (PCAF), we can calculate carbon emissions linked to the bank’s portfolio in a standardized manner. The bank is a member of the UN Global Compact and has since 2021 also been a signatory to the UN Principles for Responsible Banking (PRB) 1. The initiative’s six principles set the framework for a sustainable banking system that drives the global economy in a sustainable direction. 1 Read more about the Principles for Responsible Banking (PRB): www.unepfi.org/banking/bankingprinciples. Annual Report 2025 Norion Bank Group 32 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS Annual Report 2025 Norion Bank Group32 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Norion Bank’s financing of sustainable development Through the bank’s green financing framework (Green Bond Framework) we finance companies, projects and properties that contribute to the transition towards a more resilient and resource-efficient society. Through issuance of green bonds, the bank raises capital that is allocated to the categories defined in the framework and described below. ALLOCATION OF FINANCING IN GREEN CATEGORIES 2 ALLOCATION OF CREDITS WITHIN THE CORPORATE AND REAL ESTATE SEGMENT FOR 2025: ● Green buildings – 53% ● Sustainable transport – 20% ● Energy efficiency – 11% ● Circular economy – 10% ● Renewable energy – 6% Norion Bank’s green framework includes the following categories: Green buildings Financing of buildings that are designed, cons- tructed and operated with the aim of reducing their climate and environmental impact. Energy efficiency Financing of projects and companies focused on the construction and operation of energy storage systems, smart grid solutions, improve - ments in ventilation systems and expansion of district heating and cooling systems. Renewable energy Financing of projects and companies focused on expansion and operation of solar energy and wind power. Sustainable transport Financing of development of products/services for sustainable transport as well as transition of vehicle fleets to fossil-free vehicles. Also includes financing of infrastructure for sustain - able transport such as charging points for electric vehicles, or cycling and pedestrian infrastructure. Climate adaptation Financing of climate adaptation and resilience measures for companies and properties. Circular economy Financing of companies, products, processes and production technologies that promote resource efficiency and contribute to significant circularity in the use of resources throughout a product’s life cycle. 83% 17% GREEN CREDITS OTHER CREDITS 2 Excluded for the category "climate adaption", due to lack of data. CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS Norion Bank Group Annual Report 2025 33
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Business-minded By focusing on being business-minded, we stand for responsible financing that enables sustainably sound development for the bank and our surroundings. Through sound lending and customer relationships, we can minimize risks and create positive value for our stakeholders. The bank’s green framework forms the basis for financing corporates and real estate companies that have products, processes and assets that contribute to sustainable development in society. Access to capital is of great importance for both private individuals and companies. Credits constitute a central economic instrument in society and sustainable lending is fundamental to Norion Bank’s operations. As a bank, we strive to be a natural part of our customers’ finances and to contribute to increased financial inclusion. Sustainability in the credit process The bank’s greatest impact on the surrounding world is linked to the credit portfolio and the bank therefore places great importance on maintaining responsible lending. This takes place through identification of operations and busi - ness models that are robust and generate good returns in combination with conducting thorough risk analysis. The work of integrating and assessing companies’ sustainability work in the credit process is central to achieving Norion Bank’s commitments. Norion Bank’s Ethics Committee (EC) 1 functions, when needed, as a consultation group for customer and sustain - ability-related risks, among other things based on the bank’s red list of industries considered to have an inherently very high sustainability risk. The EC is consulted before the bank decides on approval or rejection regarding credits considered complex and possibly close to the exclusion criteria. The credit decision is dependent on the EC’s approval or rejection. Further - more, the bank conducts systematic reviews of both new and existing credits, including ESG assessments, to evalu - ate whether any new sustainability risk has arisen and how any risks are managed by the borrower. If a significant change in risk assessment is observed, the bank may, given the conditions, contractual terms and customer dialogue, choose to terminate the credit agreement. A sustainable society depends on a robust financial system that cannot be misused. For Norion Bank, preventive work to counteract financial crime is a fundamental principle for safe and sound banking operations. Risks and opportunities in the Corporate portfolio 2 The bank integrates ESG risks (environmental, social and governance) throughout the credit process to ensure responsible and long-term sustainable lending. ESG aspects are considered in credit assessment, deci - sion-making and ongoing follow-up of credit exposures, in line with the bank’s risk policy and sustainability strategy. FOCUS AREA 1 The Ethics Committee (EC) addresses areas including human rights, tax matters, environmental challenges and ethical dilemmas.2 The “Corporate portfolio” refers to the credit portfolio within the Corporate and Real Estate segments. CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS Annual Report 2025 Norion Bank Group 34
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The assessment includes identification of potential ESG-re - lated risks that may affect the customer’s repayment ability, business model or the bank’s reputation. This includes, among other things, climate and environmental risks, corporate governance and transition risks as a result of regulatory changes. In case of elevated ESG risk, terms and risk classification may be affected. Through structured ESG analysis and clear exclusion crite - ria, the bank can both reduce financial risks and at the same time support more sustainable development. An ESG analysis has been carried out for 88% of the credit portfolio at year-end. Responsible consumer lending and financial health Responsible lending to private individuals is a fundamental prerequisite for Norion Bank to be able to be a long-term and sustainable partner to its customers. Payment difficul - ties entail losses not only for the bank, but also for the individual customer and for society at large. We ensure repayment ability through a thorough credit process based on the private customer’s actual financial circumstances. The overall objective of the Consumer segment in recent years has been to increase risk-adjusted return, with a clear focus on profitability ahead of volume growth. This has meant targeted work to improve credit quality in new lend - ing as well as to gradually increase the share of new sales through the bank’s own channels. The work has laid the foundation for a stable and sustaina - ble business, with good control over both credit risk and distribution strategy. The increased emphasis on the bank’s own channels is intended to create better control over customer flows and enable more long-term customer rela - tionships that contribute to lower credit losses over time. Annual Report 2025Norion Bank Group 35 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS35 Norion Bank Group Annual Report 2025 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Committed Engaged employees are a prerequisite for good results for both the bank and its customers. We work to offer our employees a stimulating workplace and environment, as well as the right conditions to contribute to the bank’s long-term success. FOCUS AREA In order to continue developing our business, it is of utmost importance to attract the best employees. Therefore, we aim to be an attractive employer in the industry that offers a developing workplace. We want our employees to feel ownership and responsibility in their roles and create the conditions for this through clearly expressed self-leadership. Employee engagement enables both the bank’s and our customers’ long-term success. The ability to support our customers depends on continuous development of capaci - ty and knowledge within all of the bank’s functions. According to employees, Norion Bank is characterized by a culture with a high ceiling, good leadership and an inclusive working environment. The bank conducts a number of training programs annually to provide employees with the right conditions and has been affiliated with Swedsec since 20221, with licenses for client managers and the executive management team. All our employees undergo mandatory internal training in GDPR, anti-corruption and complaint handling. New leaders in the bank are also offered management training in work environment, recruitment, rehabilitation and labor law. Nori - on Bank continuously ensures that the bank has a culture characterized by openness, engagement and clarity, which contributes to the high level of job satisfaction and the consistently high level of eNPS (Employee Net Promoter Score) in recent years 2. The bank’s HR processes also focus on competence devel - opment, leadership support and responsive dialogue to ensure a working environment where people grow. This is an important prerequisite for a continued successful organization. Focus on employee well-being During 2025, a structured cultural initiative was carried out with the aim of mapping the aspects of the bank’s culture that are appreciated and identifying areas with potential for further development. The work showed that the bank is characterized by strong engagement among both leaders and employees, an inclusive working environment with clear values and a strong customer focus. 1 Swedsec is a licensing system for employees in the financial market, intended to strengthen competence and customer protection in the financial industry. 2 eNPS measures the likelihood of recommending Norion Bank as an employer. CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS Annual Report 2025 Norion Bank Group 36
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Norion Bank applies systematic work environment management in order to control, examine, address and follow up on the workplace. The work constitutes an invest - ment to achieve high job satisfaction, motivation and well-being. The effects of this work were reflected in this year’s employee survey, where Norion Bank once again demonstrated very good results, with a response rate of 91% and an eNPS of 48. This is significantly higher than the industry average for banking and finance, which amounts to 31, and indicates that we have a strong corporate culture where employees feel engaged, appreciated and motivated. The employee survey also showed that the bank achieved very good results in all areas related to counteracting discrimination. Gender equality and diversity in both the organization and the executive management team are prioritized for Norion Bank. Working to promote equal pay regardless of gender as well as recruiting, developing and promoting individuals with foreign backgrounds are impor - tant areas of action. Through this work, the bank strives to increase diversity both within the organization and in the executive management team. eNPS 48 2021 2022 202520242023 32 51 57 48 61 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS Norion Bank Group Annual Report 2025 37
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Norion Bank’s focus on caring means that we have a structured and transparent way of working, which is a prerequisite for good business ethics and lasting success. Caring FOCUS AREA As a bank, we have a responsibility to conduct our opera - tions in a way that enables positive impact on our surroun- dings and society. Our focus on caring means that we take responsibility for ensuring that operations are conducted transparently and in a structured manner. Through our governance documents, such as policies and instructions, we create the conditions for our employees to understand how the organization should work in order to remain a strong partner that meets our stakeholders’ expectations. The bank’s sustainability policy constitutes the framework for the work on how we can increase the bank’s long-term resilience through well-founded decisions taking climate and sustainability issues into account. Governance and organization All our stakeholders – from investors, employees and customers to suppliers and partners – should feel confident that we conduct business with care for our surroundings and society at large. The Board of Directors is ultimately responsible for sustain - ability issues within Norion Bank and establishes the policy framework and control processes. The CEO and the Head of Sustainability are responsible for integrating sustainabili - ty work into operations, and the CEO has established the Ethics Committee as a decision-making forum for, among other things, sustainability issues that need to be decided at management level. Structured and effective decision-making processes As a bank, we are subject to a large number of regulations and are licensed under the Swedish Financial Supervisory Authority. In order to comply with these external regulations, well-developed and robust corporate govern - ance is crucial. To ensure clarity throughout the organization, governance is communicated through a hier - archically structured framework of governance documents consisting of policies, CEO instructions and guidelines. These are developed and revised as needed and aim to ensure good standards and practices throughout the bank. The bank’s governance documents are prepared by rele - vant functions and are reviewed by the relevant committee and/or board before being adopted by the Board of Direc - tors, the CEO or the relevant department manager. The governance documents related to sustainability are published on our website. The bank’s climate work The bank’s climate work is based on the ambition to contribute to society’s climate transition in line with the Paris Agreement. The greatest climate impact for Norion Bank occurs through our financed emissions in lending within the Corporate and Real Estate segment. Calculation of emissions from our credit portfolio is carried out in line with PCAF’s guidelines for calculation of financed emis - sions. The results show that although the bank’s data collection in order to calculate financed emissions has improved significantly in recent years, challenges related to data quality remain, which affects the ability to produce a fully reliable and high-quality decision basis. Emissions from our own operations primarily arise from our office buildings, purchases and travel. We work purposeful - ly to reduce these emissions, among other things by prioritizing digital meetings over physical meetings in the CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS Annual Report 2025 Norion Bank Group 38
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Business category * tCO2e Share in % of portfolio Real estate 22,368 14% Manufacturing 30,166 19% Professional, scientific and technical activities 23,646 15% Financial and insurance activities 16,983 11% Wholesale and retail trade 16,783 11% Other 44,781 29% Total 154,726 100% environmental policy and recommending train travel over air travel for business trips. The bank also places great emphasis on choosing offices that are designed to be as environmentally friendly and energy-efficient as possible. Our head office in Gothenburg is gold certified according to the international environmental standard LEED 1, in Finland our office holds the classification BREEAM Excellent and in Stockholm the office is classified BREEAM In-Use Very Good2. As a tenant, we maintain dialogue with landlords so that our other offices develop in the same direction. * Financed emissions have been calculated in accordance with the PCAF methodology. For real estate, the calculation is based on real estate-specif - ic data and the credit's share of the property's value. For corporate loans, financed emissions are calculated on estimates based on the companies Nace code and geographical domicile. This has resulted in an emission factor which has been multiplied with the bank's outstanding balance. ** For real estate credits, the calculation is based on the buildings actual size and EPC class, where existing buildings are used as security. The data coverage rate of the portfolio is 61%. It has been assumed that the remain- ing part of the real estate portfolio, where data are missing, replicates the portion where data is available. tCO2e SPLIT ● Manufacturing – 19% ● Professional, scientific and technical activities – 15% ● Real estate** – 14% ● Financial and insurance activities – 11% ● Wholesale and retal trade – 11% ● Other – 29% Using our internal resources more efficiently and ensuring that what we no longer use is handled in accordance with the waste hierarchy is an important step in the work to reduce our own climate and environmental impact. During the year, the bank continued its work with a take-back service for IT products. This means that equipment we no longer use can be given a second life by being resold for reuse. Extending the lifespan of products contributes to reduced emissions and a more circular economy. 1 More information about LEED: www.sgbc.se/certifiering/leed. 2 More information about BREEM: wwwbreeam.com. Annual Report 2025Norion Bank Group 39 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS39 Norion Bank Group Annual Report 2025 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Financial reports Pages 41–100 constitute Norion Bank's formal annual report. Norion Bank's work on sustainability is described in the sustainability report on pages 30-39 and 120–126. DIRECTORS’ REPORT 41 GROUP Five-year summary 46 Key ratios 47 Income statement 48 Statement of comprehensive income 49 Balance sheet 50 Statement of changes in equity 51 Cash flow statement 52 Notes 59 PARENT COMPANY Income statement 54 Statement of comprehensive income 55 Balance sheet 56 Statement of changes in equity 57 Cash flow statement 58 SIGNATURES OF THE BOARD OF DIRECTORS AND THE CEO 100 AUDIT REPORT 102 SUSTAINABILITY Sustainability report 120 Auditor's opinion on the statutory sustainability report 127 CORPORATE GOVERNANCE Corporate governance report 106 Board of Directors 114 Senior management 116 Auditor’s opinion on the corporate governance report 118 DEFINITIONS Definitions 128 Annual Report 2025 Norion Bank Group 40 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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The Group’s operations Norion Bank’s operations are divided into four primary operating segments: Corporate, Real Estate, Consumer and Payments. The Corporate segment includes the products corporate loans and factoring. The Real Estate segment consists of real estate loans. The Corporate and Real Estate segments specialize in financing solutions with particular focus on medium-sized companies. With- in the Consumer segment, lending to private individuals, credit cards and savings accounts for private individuals and companies are offered. The Payments segment offers payment solutions to e-commerce companies and retail stores as well as invoice and instalment services to e-commerce and retail customers. Other operations include the run-off products: acquired non-performing loans, mortgages, as well as overhead and eliminations. Legally, lending and deposit operations are conducted within Norion Bank AB, which has branches in Norway and Finland. Operations are mainly conducted from the head office in Gothenburg as well as from the offices in Stockholm, Helsingborg, Helsinki and Oslo. The loan portfolio The total loan portfolio amounted to SEK 49,675 million (50,286) at year-end, corresponding to a decrease of 1% compared with the previous year. The Corporate segment’s loan portfolio was unchanged, the Real Estate segment decreased by 11%, the Consumer segment increased by 12%, the Payments segment increased by 19% and the Other segment decreased by 18% compared with the previous year. Of the total loan portfolio, the Corporate segment accounted for 23% (23), the Real Estate seg- ment 41% (46), the Consumer segment 28% (24), the Payments segment 7% (6) and the Other segment 1% (1) at year-end. The Group’s earnings Total income increased by 4% during the year and amounted to SEK 3,847 million (3,697). Net interest income increased by 4% compared with the previous year and amounted to SEK 3,460 million (3,313). Gradually declining market interest rates had a negative impact on interest income, while interest expenses also decreased compared with the end of 2024. The net interest margin amounted to 6.9% (6.9) and continued to be negatively affected by high volumes in stage 3, primarily within the Real Es - tate segment. Net commission income decreased by 6% and amounted to SEK 303 million (324). Net result from financial transactions amounted to SEK 0 million (30). Other operating in- come amounted to SEK 83 million (31). The Corporate segment maintained an unchanged loan book during the year, with improved activity towards the end of the year. Market sentiment for real estate financing was more cau- tious and the Real Estate segment’s loan book decreased as a result. Norion Bank continues to maintain selectivity in the choice of transactions within both the Corporate and Real Es - tate segments. The Payments segment reported good financial development, an increasing loan book and continued strong growth in transaction volumes. Within the Consumer segment, volume development has been strong, partly as a result of the completed acquisition of DNB Sweden’s credit card portfolio. Operating expenses amounted to SEK 1,171 million (1,074) during the year. The C/I ratio amounted to 30.4% (29.1). The credit loss level amounted to 1.7% (2.1) for the full year 2025. Operating profit amounted to SEK 1,838 million (1,609). Net profit for the year amounted to SEK 1,438 million (1,265). Earn- ings per share amounted to SEK 7.12 (6.09). Return on equity amounted to 15.5% (14.8). Adjusted for the bank’s excess capital¹, return on equity would have amounted to 17.0% (15.6) for the full year 2025. Norion Bank maintains strong profitability and cost control. Items of a non-recurring nature Items of a non-recurring nature are defined as income and ex - penses that are not expected to occur regularly. 2025 No items of a non-recurring nature occurred during the full year 2025. 2024 No items of a non-recurring nature occurred during the full year 2024. Development within the Corporate segment The Corporate segment’s loan book amounted to SEK 11,526 million (11,582) at year-end, corresponding to an unchanged development compared with the previous year. Demand has been stable, although the market climate has generally been characterized by a more cautious approach to business deci- sions. More predictable market interest rates are positive for customers within the segment and the activity increased to - wards the end of the year. Norion Bank has continued to be se - lective in its choice of completed transactions. The Corporate segment accounted for 23% (23) of the total loan portfolio at year-end. Total income amounted to SEK 889 million (766). The net interest margin amounted to 6.9% (6.8), while the operating income margin amounted to 7.7% (7.2). Development within the Real Estate segment The Real Estate segment’s loan book amounted to SEK 20,504 million (23,073) at year-end, corresponding to a decrease of 11% compared with the previous year. Companies within the real estate sector have generally shown a more cautious sentiment and a restrained approach to investment decisions. At the same time, the bank has acted selectively in the choice of completed transactions. The Real Estate segment accounted for 41% (46) of the total loan portfolio at year-end. Total income amounted to SEK 1,249 million (1,148). The net interest margin amounted to 5.7% (5.1) and the operating income margin amounted to 5.7% (5.2). Both interest income and net interest income have however been negatively affected by high volumes in Stage 3. Development within the Consumer segment The Consumer segment’s loan book amounted to SEK 13,661 million (12,152) at year-end, corresponding to an increase of 12% compared with the previous year. The increase is partly attribut - able to the completed acquisition of DNB Sweden’s credit card portfolio and a generally more favorable competitive situation. Profitability was strong and the segment’s focus on profitability rather than volume growth has produced good results. The Consumer segment accounted for 28% (24) of the total loan portfolio at year-end. Directors’ report The Board of Directors and the CEO of Norion Bank AB (publ), corporate identity number 556597-0513, hereby submit the annual report for the Group and the Parent Company for the financial year 2025. 1 Excess capital calculated relative to the midpoint of the financial target, to maintain capital buffers of 200–400bps. 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Total income amounted to SEK 1,078 million (908). The net inter - est margin amounted to 7.8% (7.4) and the operating income margin amounted to 8.3% (7.8). Development within the Payments segment Transaction volumes amounted to SEK 20,913 million (17,423) during the year, corresponding to an increase of 20%. The Pay- ments segment’s loan book amounted to SEK 3,605 million (3,018), corresponding to an increase of 19% compared with the previous year. The Payments segment accounted for 7% (6) of the total loan portfolio at year-end. Total income amounted to SEK 527 million (505). The net interest margin amounted to 8.2% (7.7) and the operating income margin amounted to 15.9% (17.5). Liquidity Norion Bank’s total liquidity amounted to SEK 16,629 million (15,650) as of 31 December 2025. Total liquidity is divided into a liquidity portfolio and other liquid assets. The liquidity portfolio consists of highly liquid assets, such as municipal bonds, cov - ered residential mortgage bonds and government securities, and amounted to SEK 11,926 million (11,486) as of 31 December 2025. Other liquid assets mainly consist of deposit accounts with Nordic banks and amounted to SEK 4,514 million (4,164) as of 31 December 2025. As of 31 December 2025, Norion Bank’s liquidity coverage ra- tio (LCR) amounted to 464% (320) and the net stable funding ra- tio (NSFR) amounted to 126% (112). Funding Deposits and borrowing from the public amounted to approxi- mately 79% (79) of the company´s balance sheet, which by the end of the period amounted to SEK 53,121 million (53,017) and constitutes the Group’s primary source of funding. Issued senior unsecured bonds amounted to SEK 1,800 million (2,300) at the end of the period. Commercial papers issued amounted to SEK 0 million (20) at the end of the period. Capital adequacy Over time, Norion Bank aims to work with efficient capital plan- ning, which includes issuance of both AT1 and T2 instruments. During the third quarter of 2025, Norion Bank AB issued a T2 bond (supplementary capital) of SEK 500 million. In addition, during the fourth quarter of 2025, Additional Tier 1 instruments of SEK 500 million were issued. The risk-weighted exposure amount amounted to SEK 56,283 million (53,713) at the end of the period. As of 31 December 2025, the CET1 ratio amounted to 15.6% (15.8), the Tier 1 ratio to 16.5% (15.8) and the total capital ratio to 18.4% (16.9). Compared with the midpoint of the financial target, to maintain capital buffers of 200–400 bps, excess capi- tal amounted to SEK 1,311 million (410) as of 31 December 2025. Significant risks and uncertainties Through its operations, Norion Bank is exposed to a number of different risks: primarily credit risk, market risk (currency risk and interest rate risk), liquidity and funding risk, as well as operation- al and other business risks. The Group’s overall risk manage - ment policy focuses on the unpredictability of the financial mar - kets and seeks to limit potential adverse effects on the Group’s financial results. Risk management is handled by the Group’s management in accordance with policies established by the Board of Directors. The Board establishes written policies both for overall risk management and for specific areas such as cur - rency risk, interest rate risk, credit risk, operational risk, and the use of derivatives and similar financial instruments. See also note 3, Risks and risk management. The macroeconomic environment The global economy continued to be characterized by high un- certainty during 2025. Geopolitical tensions, instability in several regions and trade barriers contributed to a complex internation- al environment. Despite this, the underlying economic drivers re - mained intact and the global economy grew. The recovery in Sweden continued at a stable pace. The business cycle gradu- ally improved while inflation continued to decline. The Swedish Riksbank’s signals that the policy rate may remain at the current level for a longer period contributed to increased predictability. Since the end of the period, however, the global environment has continued to be characterized by significant uncertainty, driven by a number of geopolitical and security-related events. Sustainability For Norion Bank, sustainability is a fundamental prerequisite for long-term success and the ability to create value for custom- ers, owners and employees. The sustainability report describes how the bank, by conducting operations characterized by busi- ness ethical, social and environmental responsibility, strives to be a long-term and reliable partner for both companies and private individuals. During 2025, Norion Bank maintained continued focus on the bank’s Green Bond Framework as a central tool in the work to create long-term business opportunities, financing green opera- tions and strengthen the bank’s position as a strong and com- petitive market participant. The green bonds enable targeted fi- nancing of green projects and activities through inclusion in the bank’s Green Register. In addition to the Green Bond Frame - work, the bank has focused on strengthening the management of sustainability-related risks as an integrated part of the bank’s risk framework, in relation to relevant risk categories. In accordance with Chapter 6, Section 11 of the Swedish An- nual Accounts Act (ÅRL), Norion Bank has prepared the statutory sustainability report in accordance with the previous wording of the Annual Accounts Act, as a report separate from the annual report. The sustainability report has been submitted to the audi- tor at the same time as the annual report. The bank is not sub - ject to the Corporate Sustainability Reporting Directive (CSRD) but has chosen to prepare the report inspired by the European Sustainability Reporting Standards (ESRS). The report is available on pages 30-39 and 120-126. Employees and work environment The average number of full-time employees during 2025 amounted to 416 (FTE) (382), corresponding to an increase of 9% compared with the previous year. The number of full-time positions includes temporary employees but excludes employ - ees on parental leave or other leave of absence, as well as hour - ly employments. Of the employees at year-end, 39% (41) were women and 61% (59) were men. Of the senior executives, 33% (42) were women. Short-term sickness absence amounted to 2.0% (2.1) during the year and total sickness absence including long-term sick leave amounted to 3.0% (3.4). Employee turnover was 7% (11) during the year 1. 1 Calculated on the basis of the number of terminations divided by the average number of employees. The calculation only takes into account probationary and permanent staff. Annual Report 2025 Norion Bank Group 42 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Employee surveys show that Norion Bank is a workplace characterized by respect, participation, cooperation, job satis - faction and engagement. The surveys also indicate engaged and inclusive leadership where the level of trust between man- agers and employees is high. Norion Bank works systematically with work environment and health issues as a natural part of its operations. The starting point is to be an attractive and equal workplace with motivated and sustainable employees where everyone is treated with dignity and respect. Executive management Senior executives as of 31 December 2025: • Martin Nossman, Chief Executive Officer • Peter Olsson, Chief Financial Officer • Alexandra Kaber, Chief Operating Officer • Ken Wendelin, General Manager Real Estate • Erik Rombin, General Manager Corporate • David Lundqvist, General Manager Payments • Patrik Hankers, General Manager Consumer • Tarek Omeirat, Group Chief Credit Officer • Josefin Eriksson, Head of CEO Office • Anna-Klara Heldring, Head of Compliance • Jonas Björkman, Chief Information Officer • Teresa Åkemar, Chief HR Officer More information about the senior executives is available on pages 116-117. Guidelines for remuneration to senior executives Applicable regulations Remuneration to senior executives shall be determined in accor - dance with these guidelines, for 2025, and Norion Bank’s remu- neration policy, which is based on Swedish and European legis - lation and other regulations regarding remuneration systems for the banking sector, the Swedish Corporate Governance Code, as well as practice for a sound remuneration structure. Scope of application These guidelines apply to the executive management and to Board members insofar as remuneration other than such remu- neration decided by the Annual General Meeting is paid to Board members. Executive management refers to the Chief Ex - ecutive Officer, the Deputy Chief Executive Officer and other members of the management team, as well as employees who have overall responsibility for any of the company’s control func - tions, regardless of whether they from time to time are part of the company’s management team or not. The guidelines shall apply to remuneration agreed, and changes made to already agreed remuneration, after the guide- lines have been adopted by the Annual General Meeting 2025. The guidelines do not apply to remuneration decided by the General Meeting. With respect to employment conditions governed by rules other than Swedish rules, appropriate adjustments may be made in order to comply with mandatory rules or established local practice, whereby the overall purpose of these guidelines shall be fulfilled as far as possible. The guidelines’ promotion of the company’s business strategy, long-term interests and sustainability Norion Bank Group is a business-oriented Nordic financing bank. Through the Group’s brands Norion Bank, Walley and Collector, customized financing services are offered that meet distinct customer needs within three customer segments: medi- um-sized companies and real estate companies, merchants and private individuals. As a specialist in financing solutions, Norion Bank is a leading complement to traditional major banks, with the vision of being the leading Nordic financing bank within the selected segments. Norion Bank’s overall strategy is to maintain a sound risk-adjusted return. A successful implementation of the company’s business strategy and safeguarding of the company’s long-term inter - ests, including its sustainability, presupposes that the company can recruit and retain qualified employees. For this, the company must be able to offer competitive remuneration. These guide - lines enable the executive management to be offered a com- petitive total remuneration. Forms of remuneration, etc. Remuneration shall be market-based and consist of the follow - ing components: fixed cash salary, pension contributions and other non-monetary benefits. To avoid encouraging executive management to take un- sound risks, no variable remuneration shall be paid, with the ex - ception of what is stated below. The fixed remuneration shall therefore, together with pension contributions and non-mone - tary benefits, constitute the employee’s total remuneration. In addition, the Annual General Meeting may, if so resolved, offer long-term incentive programmes such as share or share price-related remuneration or incentive programmes. Such long- term incentive programmes are resolved upon by the General Meeting and are therefore not covered by these guidelines. Cash variable remuneration may be paid in extraordinary circumstances, provided that such extraordinary arrangements are limited in time and only made at an individual level either for the purpose of recruiting or retaining executives, or as remuner - ation for extraordinary work efforts beyond the person’s ordinary work tasks. However, the variable remuneration may not be linked to the company’s financial targets or similar that could lead the employees concerned to be encouraged to take un- sound risks. Such remuneration may not exceed an amount cor - responding to 20% of the fixed annual cash salary and may not be paid more than once per year and per individual. Decisions regarding such remuneration shall be made by the Board of Di- rectors upon proposal from the Remuneration Committee. Fixed salary Each person in the executive management shall be offered a fixed salary that is market-based and based on the difficulty of the work and the executive’s experience, responsibility, competence and performance. The fixed salary shall be reviewed annually. Pension Each person in the executive management shall be offered pen- sion terms that are market-based in relation to the situation in the country where the executive is permanently resident. For the Chief Executive Officer and other senior executives, pension benefits, including health insurance, shall be defined contribution based. Pension premiums for defined contribution pensions shall amount to no more than 30% of the fixed annual cash salary. Non-monetary benefits Non-monetary benefits shall facilitate the executive’s work performance and correspond to what may be considered reasonable in relation to market practice. Non-monetary benefits may include, among other things, life Norion Bank Group Annual Report 2025 43 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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insurance, health insurance and company car benefits. Premi- ums and other costs relating to such benefits may in total amount to no more than 15% of the fixed annual cash salary. With respect to employment conditions governed by rules other than Swedish rules, appropriate adjustments may be made regarding pension benefits and other benefits in order to comply with mandatory rules or established local practice, whereby the overall purpose of these guidelines shall be fulfilled as far as possible. Termination of employment Fixed cash salary during the notice period and severance pay may together not exceed an amount corresponding to the fixed cash salary for two years for the Chief Executive Officer and 18 months for other senior executives. Severance pay may amount to a maximum of the fixed cash salary for 12 months. The notice period in the event of termination by the company may not ex - ceed 12 months. In the event of termination by the executive, the notice period may not exceed six months, without the right to severance pay. In addition, the CEO and other executive management may, for commitments regarding non-compete restrictions, receive compensation upon termination of employment in order to compensate for possible loss of income. For the CEO and other executive management, such compensation for non-compete commitments shall only be paid to the extent that the former executive is not entitled to severance pay. For the CEO, the compensation shall amount to the difference between the fixed cash salary at the time of termination less any lower income earned by the CEO in new employment, and for other executive management it shall amount to the difference between the fixed cash salary at the time of termination less any lower in- come earned by the former executive in new employment, how - ever not exceeding 60% of the fixed cash salary at the time of termination. The compensation shall be paid during the period for which the non-compete commitment applies, which shall be no more than 12 months after termination of employment. Salary and employment conditions for employees In the preparation of the Board of Directors’ proposal for these remuneration guidelines, salary and employment conditions for the company’s employees have been taken into account by in- cluding information on employees’ total remuneration, the com- ponents of the remuneration and the increase and rate of in- crease of the remuneration over time as part of the Remuneration Committee’s and the Board’s decision basis when evaluating the reasonableness of the guidelines and the limita- tions arising from them. The decision-making process for establishing, reviewing and implementing the guidelines The Board of Directors has established a Remuneration Com- mittee. The duties of the committee include preparing the Board’s decision on proposals for guidelines for remuneration to senior executives. The Board shall prepare proposals for new guidelines at least every fourth year and present the proposal for resolution at the Annual General Meeting. The guidelines shall apply until new guidelines have been adopted by the Gen- eral Meeting. The Remuneration Committee shall also, where applicable, monitor and evaluate programmes for variable remu- neration for the executive management, the application of the guidelines for remuneration to senior executives, as well as cur - rent remuneration structures and remuneration levels within the company. The Chair of the Board is the Chair of the Remunera- tion Committee. The other members of the Remuneration Com- mittee are independent in relation to the company and the executive management. When the Board of Directors considers and resolves on remuneration-related matters, the Chief Execu- tive Officer or other members of the executive management do not attend, insofar as they are affected by the matters. Remuneration to Board members Board members elected by the General Meeting may in excep - tional cases be engaged to perform work beyond their Board duties and may then receive remuneration for such work. Work tasks that may be considered include assignments where the company lacks internal competence or resources. Furthermore, only operational and not strategic work tasks may be consid- ered and these may also not infringe upon the duties of the ex - ecutive management or otherwise conflict with the Swedish Companies Act or the Swedish Corporate Governance Code. The remuneration shall be market-based and shall be approved by the Board of Directors without the participation of the Board member concerned in the preparation of proposals or decisions. Departments from the guidelines The Board of Directors may decide to temporarily depart from the guidelines, in whole or in part, if in an individual case there are special reasons for doing so and a deviation is necessary in order to safeguard the company’s long-term interests, including its sustainability, or to ensure the company’s financial viability. As stated above, the duties of the Remuneration Committee in- clude preparing the Board’s decisions in remuneration matters, which includes decisions on deviations from the guidelines. The above description of guidelines refers to 2025. The Board of Directors’ proposed guidelines for remuneration to senior executives for 2026 correspond in all material respects to the guidelines previously adopted by the Annual General Meeting. Only minor clarifications have been made in the section regarding remuneration upon termination of employment. Share capital The share capital as of 31 December 2025 amounted to SEK 149,422,000 distributed over 205,381,004 ordinary shares. Norion Bank’s holding of treasury shares, after completed repurchases, amounted to 15,598,470. The number of outstanding shares therefore amounted to 189,782,534. The company has one (1) class of shares. Each share entitles the holder to one vote at the General Meeting. Dividend Norion Bank’s policy is to distribute potential surplus capital in relation to the capital adequacy target, subject to the bank’s future outlook and capital planning, to its shareholders. Share repurchases During the period 12 May to 16 September 2025, Norion Bank carried out a repurchase program of SEK 500 million, corre - sponding to 8,334,739 repurchased shares. During the period 29 October to 23 December 2025, an additional repurchase program of SEK 500 million was carried out, corresponding to 7,263,731 repurchased shares. In total, 15,598,470 shares were repurchased, to a total value of SEK 1,000 million, during the full year 2025. The holding of treasury shares corresponded to 7.6% of the total number of shares as of 31 December 2025. All acquisitions of the company’s own shares have been made on Nasdaq Stockholm. The Board will propose that the Annual General Meeting in May renew the repurchase mandate of up to 10% of the number of outstanding shares, as the Board intends to launch additional repurchase programs during 2026. Annual Report 2025 Norion Bank Group 44 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Other information Public tender offer – Consensus Asset Management On 21 November 2025, Norion Bank announced a recommended public tender offer to the shareholders of Consensus Asset Management to transfer all shares in Consensus to Norion Bank at a price of SEK 22.50 in cash per share. Since the announce - ment, Norion Bank has acquired shares in Consensus, outside the offer, and the holding amounted to a total of 373,660 Class B shares, corresponding to 4.9% of the total number of shares, by the end of the year. The acceptance period for the offer commenced on 2 January 2026 and ran until 31 March 2026. The bank announced that the acquisition was completed on 1 April 2026. Investigation by the Swedish Financial Supervisory Authority In January 2025, the Swedish Financial Supervisory Authority requested a statement from Norion Bank as a continuation of a previously initiated investigation regarding compliance with anti-money laundering regulations. The investigation was initiat - ed in May 2023 and was directed towards Norion Bank and a couple of other market participants. Norion Bank submitted its statement in the matter on 21 February 2025 and has thereafter responded to supplementary questions from the Swedish Financial Supervisory Authority on 12 June 2025, 27 October 2025 and 22 January 2026. At the time of finalizing the annual report, it is still not known when the ongoing investigation is expected to be completed and its outcome remains unclear. It is therefore not possible to provide a reliable estimate of any potential penalty or sanction fee. Norion Bank’s share Norion Bank’s share (“NORION”) is listed on Nasdaq Stockholm. As of 31 December 2025, the closing price of the Norion Bank share was SEK 68.90, corresponding to a market value of SEK 14,000 million. The number of shareholders at the end of the pe - riod was approximately 8,700. Ownership structure Shareholders at December 31, 2025 % Fastighets AB Balder 44.1% Erik Selin 1 20.0% State Street Bank and Trust Company 6.6% Provobis Holding AB 3.1% JME Invest AB 2.0% Helichrysum Gruppen AB 1.0% Brunnudden Kapital AS 1.0% The Bank of New York Mellon SA/NV 0.9% JP Morgan Chase Bank 0.9% Avanza 0.9% Other shareholders 19.5% Total 100.0% – of which shares are held by Norion Bank 7.6% As of 31 December 2025, the ten largest shareholders held approximately 80.5% of the share capital and voting rights. Events after the end of the financial year After the end of the year, the Board decided on a reduction of the share capital through the cancellation of the shares repur - chased during 2025. To enable an efficient reduction procedure, it was also decided to restore the share capital through a bonus issue without the issuance of new shares. The resolution was adopted at an extraordinary general meeting on 13 February 2026. The cancellation was carried out in February 2026, and as of the date of publication of the annual report, the number of shares and votes in Norion Bank amounted to 189,782,534. As of the date of publication of the annual report, the bank does not hold any treasury shares. Proposed appropriation of the company’s profit The Board of Directors proposes that the profits at the disposal of the Annual General Meeting, amounting to SEK 7,475,531,436, be appropriated as follows: Amount carried forward 7,475,531,436 Total 7,475,531,436 1 Privately and through wholly owned companies Norion Bank Group Annual Report 2025 45 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Five-year summary Group Income statement, SEKm 2025 2024 2023 20221) 20212) Interest income 5 126 5 236 4 609 3 385 2 684 Interest expense -1 665 -1 923 -1 318 -486 -361 Net interest income 3 460 3 313 3 291 2 899 2 323 Commission income 389 377 339 342 347 Commission expense -86 -53 -44 -43 -54 Net commission income 303 324 295 299 293 Net gains and losses on financial items 0 30 24 -24 18 Other income 83 31 38 39 3 Total income 3 847 3 697 3 648 3 212 2 637 Personnel expenses -476 -435 -357 -321 -284 Other expenses -613 -568 -509 -448 -446 Depreciation/amortisation of tangible and intangible assets -81 -71 -67 -63 -60 Total expenses -1 171 -1 074 -934 -832 -790 Profit before credit losses 2 676 2 623 2 714 2 381 1 846 Credit losses, net -838 -1 014 -1 078 -938 -884 Operating profit 1 838 1 609 1 636 1 442 963 Appropriations - - - - -6 Tax expense -400 -344 -342 -302 -204 Net profit for the year 1 438 1 265 1 294 1 141 753 Earnings per share, SEK before dilution 3) 7,12 6,09 6,02 5,34 3,47 after dilution 3) 7,12 6,09 6,02 5,34 3,47 1) IFRS 16 Leases started to be applied from quarter 3, 2022. The group’s leasing agreement has been taken over following the merger with the former parent company Collector AB and consists mostly of office premises and to a lesser extent vehicles. All right-of-use assets are reported under the item Tangible fixed assets and leasing liabilities under the item Other liabilities in the balance sheet. 2) Interest expenses for issued tier 1 capital instruments are reported in equity. Comparison periods are recalculated. 3) On May 4, 2022, a reverse share split and a split were carried out before the merger with the former parent company Collector AB to achieve the 1:1 exchange ratio. After the share split and merger, the total number of shares amount to 205 381 004. Historical data for the total number of shares in this report have been adjusted in accordance with IAS 33. Annual Report 2025 Norion Bank Group 46 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Key ratios Group Key ratios 2025 2024 2023 2022 2021 Income statement (SEKm) Net interest income 3 460 3 313 3 291 2 899 2 323 Total income 3 847 3 697 3 648 3 212 2 637 Net profit 1 438 1 265 1 294 1 141 753 Basic earnings per share, SEK 4) 7,12 6,09 6,02 5,34 3,47 Diluted earnings per share, SEK 4) 7,12 6,09 6,02 5,34 3,47 Balance sheet (SEKm) Loans to the public 49 675 50 286 45 470 41 490 36 214 Deposits and borrowings from the public 53 121 53 017 42 663 36 842 31 351 Debt securities in issue 1 800 2 319 1 248 3 337 5 229 Subordinated liabilities 1 096 598 - - 500 Equity attributable to Norion Bank AB shareholders 9 477 9 052 7 803 6 570 5 416 Key ratios 1) Net interest margin (NIM) 2) 6,9% 6,9% 7,6% 7,5% 6,8% Credit loss ratio 2) 1,7% 2,1% 2,5% 2,4% 2,6% C/I ratio 2) 30,4% 29,1% 25,6% 25,9% 30,0% Return on equity (RoE) 2) 15,5% 14,8% 17,2% 18,3% 14,1% Return on total assets (RoA) 2) 2,1% 2,1% 2,4% 2,4% 1,7% CET1 ratio 3) 15,6% 15,8% 15,9% 14,3% 13,9% Tier 1 ratio 3) 16,5% 15,8% 17,0% 15,4% 15,1% Total capital ratio 3) 18,4% 16,9% 17,0% 15,4% 16,4% Average number of full-time employees 416 382 343 308 301 Adjusted key ratios 1) Net interest margin (NIM) 2) 6,9% 6,9% 7,6% 7,5% 6,8% Credit loss ratio 2) 1,7% 2,1% 2,5% 2,4% 2,6% C/I ratio 2) 30,4% 29,1% 25,6% 25,9% 30,0% Return on equity (RoE) 2) 15,5% 14,8% 17,2% 18,2% 14,1% Return on total assets (RoA) 2) 2,1% 2,1% 2,4% 2,4% 1,7% 1) See Definitions, page 134, and norionbank.se/en-se/investor-relations-en/financial-information/key-financials for more information about key ratios. 2) Key ratios that have not been prepared in accordance with IFRS but are deemed to facilitate the analysis of Norion Bank’s development. See Definitions, page 134. 3) Key ratios defined according to the Capital Requirements Regulation (CRR). Refers to the consolidated situation. See Note 4, pages 74-77. 4) On May 4, 2022, a reverse share split and a split were carried out before the merger with the former parent company Collector AB to achieve the 1:1 exchange ratio. After the share split and merger, the total number of shares amount to 205 381 004. Historical data for the total number of shares in this report have been adjusted in accordance with IAS 33. Norion Bank Group Annual Report 2025 47 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Income statement Group SEKm Note 2025 2024 Interest income 1) 5 126 5 236 Interest expense 2) -1 665 -1 923 Net interest income 6 3 460 3 313 Commission income 389 377 Commission expense -86 -53 Net commission income 7 303 324 Net gains and losses on financial items 8 0 30 Other income 9 83 31 Total income 3 847 3 697 Personnel expenses 10 -476 -435 Other operating expenses 1 1 -613 -568 Depreciation/amortization and impairment of tangible and intangible assets 3) 12 -81 -71 Total operating expenses -1 171 -1 074 Profit before credit losses 2 676 2 623 Credit losses, net 13 -838 -1 014 Operating profit 1 838 1 609 Tax expense 15 -400 -344 NET PROFIT 1 438 1 265 Portion attributable to; Shareholders of Norion Bank AB (publ) 1 431 1 250 Additional Tier 1 capital holders 7 15 Basic earnings per share 16 7,12 6,09 Diluted earnings per share 16 7,12 6,09 1) Consists primarily of interest income calculated according to the effective interest rate method. 2) Interest expenses for issued tier 1 capital instruments are reported in equity. Comparison periods are recalculated. 3) All right-of-use assets are presented within the line item Tangible assets and lease liabilities within the line item Other liabilities in the balance sheet. Annual Report 2025 Norion Bank Group 48 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Statement of comprehensive income Group SEKm 2025 2024 NET PROFIT 1 438 1 265 Items that have been or may be reclassified to the income statement Exchange rate differences on translation of foreign currency -2 -1 Total other comprehensive income -2 -1 TOTAL COMPREHENSIVE INCOME 1 437 1 263 Portion attributable to; Shareholders of Norion Bank AB (publ) 1 430 1 249 Additional Tier 1 capital holders 7 15 Norion Bank Group Annual Report 2025 49 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Balance sheet Group SEKm Note Dec 31, 2025 Dec 31, 2024 Treasury bills and other bills eligible for refinancing with central banks, etc. 17 4 068 5 276 Loans to credit institutions 18 4 704 4 164 Loans to the public 19, 20 49 675 50 286 Bonds and other interest-bearing securities 17 7 857 6 210 Shares and participating interests 21 679 764 Intangible assets 23 162 141 Tangible assets 24 54 75 Derivatives 25 5 12 Other assets 26 136 160 Prepaid expenses and accrued income 27 187 121 TOTAL ASSETS 67 527 67 206 Deposits and borrowings from the public 28 53 121 53 017 Debt securities in issue 29 1 800 2 319 Derivatives 25 - - Tax provisions 30 441 341 Other liabilities 31 320 393 Accrued expenses and prepaid income 32 772 1 487 Subordinated liabilities 29 1 096 598 Liabilities 57 550 58 155 Shareholders’ equity 149 149 Other reserves -3 -2 Retained earnings incl. net profit for the year 9 331 8 904 Additional Tier 1 instruments 500 - Equity 34 9 977 9 052 TOTAL LABILITIES AND EQUITY 67 527 67 206 Annual Report 2025 Norion Bank Group 50 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Statement of changes in equity Group SEKm Shareholders of Norion Bank AB 2025 Share capital Other contributed capital 2) Translation reserve Retained earnings, including profit for the year Total Additional Tier 1 capital holderst 1) Total equity OPENING BALANCE 149 5 -6 8 904 9 052 - 9 052 Net profit 1 431 1 431 7 1 438 Other comprehensive income -2 -2 -2 Total comprehensive income -2 1 431 1 430 7 1 437 Issue of Tier 1 insruments 500 500 Cost additional Tier 1 instruments -4 -4 -4 Transaction costs, issue of Tier 1 instruments -7 -7 Repurchase of own shares 3) -1 000 -1 000 -1 000 Items reported directly in equity -1 004 -1 004 493 -511 CLOSING BALANCE 149 5 -8 9 331 9 477 500 9 977 2024 OPENING BALANCE 149 5 -5 7 654 7 803 500 8 303 Net profit 1 250 1 250 15 1 265 Other comprehensive income -1 -1 -1 Total comprehensive income -1 1 250 1 249 15 1 263 Redemption Tier 1 instruments -15 -15 Cost additional Tier 1 instruments -500 -500 Items reported directly in equity -515 -515 CLOSING BALANCE 149 5 -6 8 904 9 052 - 9 052 1) The issued Tier 1 instrument is deemed to fulfil the conditions of an equity instrument since the instrument, according to the conditions, does not have a set time to maturity, meaning that the issuer has an unconditional right to refrain from making repayments and the issuer of the instrument has full discretion regarding interest payments. 2) Other contributed capital essentially consists of paid premiums. 3) As of 31 December 2025, the total number of issued shares was 205 381 004, of which Norion Bank held 15 598 470 as treasury shares. The number of outstanding shares was therefore 197 046 265. As of 31 December 2024, the total number of issued shares was 205 381 004. Norion Bank held no treasury shares at that date, so the number of outstanding shares was 205 381 004. Norion Bank Group Annual Report 2025 51 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Cash flow statement Group SEKm Note 2025 2024 Operating profit 1 838 1 609 Adjustments for non-cash items in operating activities 1) 818 1 158 Income taxes paid -327 -378 Cash flow from operating activities after adjustment items and taxes paid 2 329 2 389 Increase/decrease in loans to the public -1 477 -5 251 Increase/decrease in holdings of securities -440 - Increase/decrease in deposits and borrowings from the public 1 840 9 678 Increase/decrease in other assets -330 -7 248 Increase/decrease in other liabilities -610 331 Cash flow from operating activities 1 312 -101 Acquisitions of intangible assets 23 -71 -76 Acquisitions of tangible assets 24 0 -1 Acquisitions of finacial assets -8 -62 Cash flow from investing activities -79 -139 Repayment of debt -31 -30 Additional Tier 1 instruments 496 -515 Repayment of interest-bearing securities -518 -1 117 Issuance of interest-bearing securities 498 2 785 Repurchase of own shares -1 000 - Cash flow from financing activities -555 1 123 CASH FLOW FOR THE YEAR 678 883 Cash and cash equivalents at beginning of year 4 164 3 203 Cash flow for the year 678 883 Exchange rate differences in cash and cash equivalents -138 78 CASH AND CASH EQUIVALENTS AT END OF YEAR 18 4 704 4 164 Paid and received interest of which is included in the cash flow from operating activities Interest paid 1 738 2 598 Interest received 5 138 5 240 1) Adjustment for non-cash items Credit provisions 838 1 014 Unrealized changes in value -33 -23 Depreciation, amortisation and impairments 81 71 Other -68 96 TOTAL NON-CASH ITEMS 818 1 158 Annual Report 2025 Norion Bank Group 52 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Cash flow statement, cont. Group SEKm 2025 2024 Issued interest-bearing securities 2 896 2 917 OPENING BALANCE 2 917 1 248 Accrued acquisition costs and exchange rate differences -1 1 Issuance of interest-bearing securities 498 2 785 Repayment of interest-bearing securities -518 -1 117 CLOSING BALANCE 2 896 2 917 Comments The cash flow statement shows receipts and payments during the year as well as cash and cash equivalents at the beginning and end of the year. The cash flow statement is presented ac - cording to the indirect method and is divided into payments from operating activities, investing activities and financing activities. Operating activities Cash flow includes interest receipts of SEK 5 138million (5 240) and interest payments of SEK 1 738 million (2 598). Capitalised interest is included. Norion Bank Group Annual Report 2025 53 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Income statement Parent company SEKm Note 2025 2024 Interest income 1) 5 126 5 236 Interest expense 2) -1 665 -1 923 Net interest income 6 3 460 3 313 Commission income 389 377 Commission expense -86 -53 Net commission income 7 303 324 Net gains and losses on financial items 8 0 30 Other income 9 83 31 Total income 3 847 3 697 Personnel expenses 10 -476 -435 Other operating expenses 11 -613 -568 Depreciation/amortization and impairment of tangible and intangible assets 3) 12 -81 -71 Total operating expenses -1 170 -1 074 Profit before credit losses 2 677 2 623 Credit losses, net 13 -838 -1 014 Operating profit 1 838 1 609 Appropriations 14 -484 -331 Tax expense 15 -300 -278 NET PROFIT 1 054 1 000 1) Consists primarily of interest income calculated according to the effective interest rate method. 2) Interest expenses for issued tier 1 capital instruments are reported in equity. Comparison periods are recalculated. 3) All right-of-use assets are presented within the line item Tangible assets and lease liabilities within the line item Other liabilities in the balance sheet. Annual Report 2025 Norion Bank Group 54 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Statement of comprehensive income Parent company SEKm 2025 2024 NET PROFIT 1 054 1 000 Items that have been or may be reclassified to the income statement Exchange rate differences on translation of foreign currency -2 -1 Total other comprehensive income -2 -1 TOTAL COMPREHENSIVE INCOME 1 052 999 Norion Bank Group Annual Report 2025 55 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Balance sheet Parent company SEKm Note Dec 31, 2025 Dec 31, 2024 Treasury bills and other bills eligible for refinancing with central banks, etc. 17 4 068 5 276 Loans to credit institutions 18 4 703 4 164 Loans to the public 19,20 49 675 50 286 Bonds and other interest-bearing securities 17 7 857 6 210 Shares and participating interests 21 679 764 Shares and participating interests in Group companies 22 0 0 Intangible assets 23 162 141 Tangible assets 24 54 75 Derivatives 25 5 12 Other assets 26 136 160 Prepaid expenses and accrued income 27 187 121 TOTAL ASSETS 67 527 67 206 Deposits and borrowings from the public 28 53 121 53 017 Debt securities in issue 29 1 800 2 319 Tax provisions 30 - - Other liabilities 31 320 393 Accrued expenses and prepaid income 32 772 1 487 Subordinated liabilities 29 1 096 598 Liabilities 57 110 57 814 Untaxed reserves 33 2 135 1 651 Share capital 149 149 Statutory reserve 5 2 Development expenditure fund 153 131 Additional Tier 1 instruments 500 - Retained earnings 6 422 6 459 Net profit 1 054 1 000 Equity 34 8 283 7 741 TOTAL LABILITIES AND EQUITY 67 527 67 206 Annual Report 2025 Norion Bank Group 56 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Statement of changes in equity Parent company SEKm Restricted equity Unrestricted equity 2025 Share capital Statutory reserve Development expenditure fund Retained earnings, incl. net profit for the year Additional Tier 1 instruments 1) Total equity OPENING BALANCE 149 2 131 7 459 - 7 741 Transfer of development expenses 3 22 -25 - Issue of Tier 1 insruments 500 500 Cost additional Tier 1 instruments -4 -4 Transaction costs, issue of Tier 1 instruments -7 -7 Purchase of own shares 2) -1 000 -1 000 Net profit 1 054 1 054 Other comprehensive income for the year -2 -2 CLOSING BALANCE 149 5 153 7 476 500 8 283 2024 OPENING BALANCE 149 3 102 6 503 500 7 257 Transfer of development expenses 29 -29 - Redemption Tier 1 instruments -500 -500 Cost additional Tier 1 instruments -15 -15 Net profit 1 000 1 000 Other comprehensive income for the year -1 -1 CLOSING BALANCE 149 2 131 7 459 - 7 741 1) The issued Tier 1 instrument is deemed to fulfil the conditions of an equity instrument since the instrument, according to the conditions, does not have a set time to maturity, meaning that the issuer has an unconditional right to refrain from making repayments and the issuer of the instrument has full discretion regarding interest payments. 2) As of 31 December 2025, the total number of issued shares was 205 381 004, of which Norion Bank held 15 598 470 as treasury shares. The number of outstanding shares was therefore 197 046 265. As of 31 December 2024, the total number of issued shares was 205 381 004. Norion Bank held no treasury shares at that date, so the number of outstanding shares was 205 381 004 Norion Bank Group Annual Report 2025 57 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Cash flow statement Parent company SEKm Note 2025 2024 Operating profit 1 838 1 609 Adjustments for non-cash items in operating activities 1) 818 1 158 Income taxes paid -327 -378 Cash flow from operating activities after adjustment items and taxes paid 2 329 2 389 Increase/decrease in loans to the public -1 478 -5 251 Increase/decrease in holdings of securities -440 - Increase/decrease in deposits and borrowings from the public 1 840 9 678 Increase/decrease in other assets -330 -7 248 Increase/decrease in other liabilities -610 331 Cash flow from operating activities 1 311 -101 Acquisitions of intangible assets 23 -71 -76 Acquisitions of tangible assets 24 0 -1 Acquisitions of financial assets -8 -62 Cash flow from investing activities -79 -139 Repayment of debt -31 -30 Additional Tier 1 instruments 496 -515 Repayment of interest-bearing securities -518 -1 117 Issuance of interest-bearing securities 498 2 785 Group contributions paid/received 0 0 Repurchase of own shares -1 000 - Cash flow from financing activities -555 1 123 CASH FLOW FOR THE YEAR 677 883 Cash and cash equivalents at beginning of year 4 164 3 203 Cash flow for the year 677 883 Exchange rate differences in cash and cash equivalents -138 78 CASH AND CASH EQUIVALENTS AT END OF YEAR 18 4 703 4 164 Paid and received interest of which is included in the cash flow from operating activities Interest paid 1 738 2 598 Interest received 5 138 5 240 1) Adjustment for non-cash items Credit provisions 838 1 014 Unrealized changes in value -33 -23 Depreciation, amortisation and impairments 81 71 Other -68 96 TOTAL NON-CASH ITEMS 818 1 158 Annual Report 2025 Norion Bank Group 58 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Notes to the financial statements All amounts are in millions of Swedish kronor (SEKm) and at book value unless otherwise indicated. Figures in parentheses refer to the previous year; rounding differences may occur. 1. Corporate information Norion Bank Group provides financing solutions for corporates and private individuals. Norion Bank AB (publ) is the parent company of the group. The parent company is a Swedish limited liability company with its registered office in Gothenburg, Sweden. The parent company is included in the Mid Cap segment of the NASDAQ Stockholm stock exchange. The consolidated accounts for the financial year ending 31 December 2025 were approved for publication by the Board of Directors on 8 April and will be presented for adoption at the 2026 Annual General Meeting. Mandatory information Name of reporting entity Norion Bank AB (publ) Domicile of entity Göteborg Corporate Identity Number 556597-0513 LEI code 529900AGWAKUTYNETM62 Legal form of entity Public limited company Country of incorporation Kingdom of Sweden Address of entity’s registered office Lilla Bommens Torg 11, SE-411 09 GÖTEBORG Principal place of business Sweden Description of nature of entity’s operations and principal activities Bank and Insurance Name of ultimate parent of group Norion Bank AB (publ) Website www.norionbank.se EXCHANGE RATES USED FOR CONVERTING MAIN CURRENCIES IN THE GROUP CONSOLIDATION Income statement Balance sheet 2025 2024 Change, % 2025 2024 Change, % EUR 11,0406 11,4498 -3,6% 10,8215 11,459 -5,6% NOK 0,9426 0,9830 -4,1% 0,9137 0,9715 -5,9% Norion Bank Group Annual Report 2025 59 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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2. Accounting policies Significant accounting policies for the group 1. STATEMENT OF COMPLIANCE 1.1 Basis of preparation of the report The group’s consolidated financial statements have been pre - pared in accordance with International Financial Reporting Stan- dards (IFRS) and interpretations of these standards as adopted by the EU. The additions following the Annual Accounts Act for Credit Institutions and Securities Companies (1995:1559) and the regulations and general guidelines issued by the Swedish Finan- cial Supervisory Authority regarding annual accounts for credit institutions and securities companies (FFFS 2008:25) are also applied. RFR 1 Supplementary Accounting Rules for Groups, and statements from the Swedish Financial Reporting Board, are also applied in the consolidated accounts. 1.2 Issuing and adoption of annual report The annual accounts and consolidated financial statements were approved for issuance by the Board and CEO on April 2, and will be subject to approval at the Annual General Meeting on May 6, 2025. 1.3 Presentation of financial statements (IAS 1) Financial statements provide a structured representation of a company’s financial position and financial results. The purpose is to provide information on the company’s financial position, fi- nancial results and cash flows useful in connection with financial decisions. The financial statements also indicate the results of the senior management’s administration of the resources en- trusted to them. Complete financial statements consist of a bal- ance sheet, income statement, statement of comprehensive in- come, statement of changes in equity, statement of cash flows and notes. 1.4 New standards, amendments and interpretations that have been applied None of the new standards, amendments or interpretations that have come into effect for the financial year beginning on 1 January 2024 have had a significant impact on the Group’s or parent company’s financial position, results, cash flows or disclosures. 1.4.1 Presentation and Disclosures in Financial Reports (IFRS 18) The International Accounting Standards Board (IASB) has is - sued IFRS 18 – Presentation and Disclosures in Financial Re - ports. The standard, which was published in April 2024, will come into effect on January 1, 2027, but it has not yet been ap - proved by the EU. IFRS 18 replaces IAS 1 Presentation of Finan- cial Statements and primarily introduces new requirements for the structure of the income statement as well as disclosures concerning specific performance measures. An evaluation of its impact on the group’s financial reports is currently underway. 2. BASIS OF CONSOLIDATION (IFRS 3, IFRS 10) 2.1 Subsidiaries In the consolidated financial statements, all companies where the Parent Company directly or indirectly holds a controlling in- fluence (subsidiaries) have been fully consolidated. 3. EQUITY INSTRUMENTS (IAS 32) Instruments in which the Group does not have a contractual ob - ligation to make payment are recognised as equity instruments. Payment to holders of these instruments is recog nised in equity. Accordingly, issued shares and Tier 1 instruments are rec - ognised as equity instruments in the balance sheet. 4. SEGMENT REPORTING (IFRS 8) The segment reporting presents income and expenses and as - sets and liabilities from the management's perspective and re - lates to the parts of the Group that are defined as oper ating segments. The operating segments are identified on the basis of the internal reporting to the company's highest executive de - cision-maker. The Group has identified the Group's CEO as its highest executive decision-maker, and the internal reporting used by the CEO to follow up the business and make decisions on resource allocation forms the basis for the information pre - sented. The accounting policies for the segment information comply with IFRS. See Note K5 Operating segment for a further description of the classifi cation and presentation of the operat - ing segments. 5. EFFECTS OF CHANGES IN FOREIGN EXCHANGE RATES (IAS 21) 5.1 Functional currency and presentation currency The consolidated accounts are presented in Swedish kronor (SEK), which is the Group’s presentation currency, and also the accounting currency for the Parent Company. As a rule, the functional currency of the Group’s operations abroad differs from the Group’s presentation currency. Functional currency is considered to be the currency used in the financial environment in which the business is primarily conducted. 5.2 Transactions and balance sheet items Transactions in currencies other than the functional currency, foreign currency, are initially translated into the functional cur - rency at the transaction date rate. Monetary items in for eign currency and non-monetary items in foreign currency that are measured at fair value are remeasured on the closing day at the prevailing closing rate. Gains and losses due to currency transla- tion of monetary items that are meas ured at fair value are rec - ognized in the income statement as exchange rate effects un- der the item Net gains and losses on financial items. The Group does not use hedge accounting. 5.3 Translation of foreign operations to the Group's pre - sentation currency Profit or loss and financial position for all Group companies that have a functional currency other than the reporting currency are translated into the Group’s reporting currency as follows: i) assets and liabilities for each of the balance sheets are translated at the closing day rate, ii) revenue and expenses for each of the income statements are translated at the average exchange rate, iii) all exchange rate differences arising are recognized in other comprehensive income and accumulated as a separate part of equity, iv) Goodwill and fair value adjustments arising from the acqui- sition of a foreign operation are treated as assets and liabili- ties of this operation and are translated at the closing day rate. Annual Report 2025 Norion Bank Group 60 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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2. Accounting policies, cont. 6. FINANCIAL ASSETS AND LIABILITIES (IAS 32, IFRS9) 6.1 General Financial instruments make up the majority of the Group’s bal- ance sheet items. A financial instrument is any form of agree - ment that gives rise to a financial asset for a party and a finan- cial liability or equity instrument for a counterparty. Cash or agreements to obtain cash are examples of financial assets, while fulfilling an obligation to pay cash or another financial as- set are examples of a financial liability. A derivative is a financial instrument characterized by its val- ue changing as a result of the change in an underlying variable such as a foreign exchange rate, interest rate or share price, while no or little initial net investment is required. Instead, the agreement is settled at a future date. Financial instruments are classified in the balance sheet on relevant lines depending on type of financial instrument and who is the counterparty. If the financial instrument has no specific counterparty or when it is listed on a market, these financial instruments are classified in the balance sheet as securities. Financial liabilities where creditors are prioritized lower than others are classified in the balance sheet as subordinated liabilities. 6.2 Recognition and derecognition in the balance sheet A financial asset or financial liability is recognized in the balance sheet when the company becomes a party to the contractual terms of the instrument. A receivable is recognized when the company has performed and a contractual obligation exists for the counterparty to pay, even if an invoice has not yet been sent. Loan receivables, deposits and securities issued as well as subordinated debt are reported in the balance sheet on the set - tlement date. A spot purchase or spot sale of financial assets is recognized and derecognized in the statement of financial posi- tion on the business day. A financial asset is derecognized in the balance sheet when the contractual rights to the cash flows from the financial asset cease or when a transfer of the financial asset and the entity in connection therewith essentially transfers all the risks and benefits associated with owning the finan cial asset. A financial liability is removed from the balance sheet when the obligation in the contract is fulfilled, terminated, can- celled or otherwise extinguished. The same applies to part of the financial debt. An exchange between the company and an existing lender, or between the com pany and an existing bor - rower of debt instruments with conditions that are materially different, is recognized as the extinguishing of the old financial liability or asset, respect ively, and the recognition of a new fi- nancial instrument. A financial asset and a financial liability are offset and recognized with a net amount in the balance sheet only when there is a legal right to offset the amounts and there is an intention to settle the items with a net amount or to realize the asset and settle the debt at the same time. 6.3 Classification and measurement The classification and valuation of financial assets is based on an assessment of both the Group’s business model for the management of financial assets, and whether the instruments’ contractual cash flows contain only payments of princi pal and interest. As a general rule, financial liabilities are recognized at amortized cost. The exception is financial liabilities, which are mandatorily to be measured at fair value through the income statement. Financial assets are classified in accordance with IFRS 9 into one of the following measurement categories: 1. amortized cost 2. fair value through other comprehensive income 3. fair value through the income statement Financial liabilities are classified in accordance with IFRS 9 into one of the following measurement categories: 1. amortized cost 2. fair value through the income statement On initial recognition, all financial assets and liabilities are recog- nized at fair value. For assets and liabilities measured at fair val- ue through the income statement, transaction costs are recog- nized directly in the income statement at the time of acquisition. For other financial instruments, transaction costs are included in the acquisition cost. 6.3.1 Assessment of business model The business model for the management of financial assets forms the basis for the division into measurement categories. The business model is determined at a level that reflects how groups of financial assets are managed together to achieve a particular purpose. For Norion, the business model is estab - lished at portfolio level as this best reflects how the business is managed and how information is reported to and evaluated by management. The business model for a port folio includes spec - ified guidelines and goals for a portfolio and how these are im- plemented in the business, the risks that affect the portfolio's results and how these risks are managed, as well as the fre - quency, volume, reason for and time of sales. 6.3.2 Financial assets recognized at amortized cost Of the Group’s financial assets the following are measured at amortized cost because the assets are held within the frame - work of a business model whose objective is to hold financial assets in order to collect contractual cash flows and the agreed terms for those assets give rise to cash flows at spe cific times which are only payments of principal and interest on the out - standing amount of capital: • Loans to credit institutions • Loans to the public 6.3.3 Financial assets at fair value through profit or loss The Group’s holdings of shares, derivatives, bonds and other in- terest-bearing securities are recognized at fair value through the income statement as these are considered to be held for trad- ing when they are included in a portfolio of identi fied financial instruments that are managed together and for which there is a recently proven actual pattern of short-term realizations. 6.3.4 Offsetting of financial instruments Financial assets and liabilities are offset and recognized with a net amount in the balance sheet, only when there is a legal right to offset the recognized amounts and an intention to settle them with a net amount or to simultaneously realize the asset and settle the debt. 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2. Accounting policies, cont. 6.4 Impairments of financial assets For financial assets classified at amortized cost or fair value through other comprehensive income, an impairment require - ment is calculated. At each reporting occasion, it is assessed whether there is objective evidence that a financial asset or group of assets has lost value. The size of the loan loss reserve, in accordance with IFRS 9, must be the amount expected to result in loan losses in the future and is based on the risk of loan loss that each counterparty represents. The method for assessing the size of the reserve contains three steps for loss provisioning. • Stage 1, comprises financial instruments where no signifi cant increase in credit risk has occurred since initial recog nition and the counterparties that are covered by the Group’s low credit risk policy at the time of reporting, a risk assessment that corresponds to investment grade. • Stage 2, comprises financial instruments where a signifi cant increase in credit risk has occurred since initial recog nition but where there is no objective evidence on recognition that the receivable is doubtful. • Stage 3, comprises financial instruments that are credit im- paired and for which objective evidence has been identified for the receivable being doubtful. When assessing whether there has been a significant increase in credit risk, it is analyzed whether the counterparty is in arrears with payment, by more than 30 days, or whether there are other indicators that the risk has increased. To categor ize whether the counterparty is in default, an analysis is done to determine whether the counterparty is greatly in appears with payment, by more than 90 days, or if there are other indications that lead to an assessment that repayment is less likely. The provisions made for items in Stage 1 corres pond to the expected loan loss - es expected within a 12-month period. In Stages 2 and 3, provi- sions are made for an amount corresponding to the expected loan losses over the entire life. In calculating the losses in Stag- es 1 and 2, three main para meters are estimated: probability of default, expected loss in default and expected exposure in de - fault. The para meters are estimated based on historical patterns among the bank’s customers and indicate how large the cash flows are that the bank expects will not be realized. When calculating the expected loss in Stage 3, the counter - party has already defaulted and an estimate is made of what re - covery the bank expects to be able to make. The result of this calculation will then be calculated at present value to arrive at the expected loan loss, the present value calculation being based on the effective interest rate of each asset. The expected loan loss is calculated through models developed by the bank, where a data-driven model is used for personal loans, pay - ments, credit cards and factoring, while an expert model is used for corporate and real estate loans. As a rule, the latter are se - cured, which reduces the factor of loss in default and therefore have lower expect ed loan losses than personal loans, payments and credit cards, which have no underlying collateral. Financial assets that can be found to have no expected cash flow are written off. In some cases, the Group has factoring claims with an agreed right of recourse. This means that if the counterparty is unable to pay, the claim can be recovered in its entirety from the factoring customer, thereby reducing the risk of loan losses. For provisions for doubtful receivables in the Private segment, modelling results are analyzed by management to ensure that the estimate of expected loan losses is reasonable, which may lead to model results being updated. Forward-looking informa- tion such as macroeconomic scenarios are also taken into account. Expected loan losses for loan pledges and financial guarantees are also taken into account in impairment testing. Norion also holds acquired non-performing loans, which are recognized at amortized cost using the effective interest meth- od. The carrying amount of the acquired non-performing loans corresponds to the present value of all expected future cash flows discounted with the initial effective interest rate deter - mined on acquisition. Any positive or negative effects of remea- surements are recognized in the income statement as part of the item Credit losses, net. 6.5 Seized assets Seized assets are assets taken over to protect a claim. Seized assets may consist of financial assets, properties and other tan- gible assets. Seized assets are measured at fair value on initial recog- nition. Fair value on initial recognition becomes the acqui sition value. The subsequent measurement is made in accord ance with the principle applicable to each asset class, with the ex - ception of impairment of tangible seized assets which is recog- nized as gains and losses from divestment of tangible and in- tangible assets, instead of as depreciation, amortisation and impairment of tangible and intangible assets. Seized assets are reported within the same balance sheet item as assets of the same asset class that have been acquired in another way. Income and expenses relating to seized assets shall correspondingly be accounted for as other income and other expenses in the income statement. Property seized to protect a claim is accounted for as rental income, within the item other income, and operating expenses, within the item oth- er expenses. 7. CASH AND CASH EQUIVALENTS (IAS 7) Cash and cash equivalents include cash, bank balances, which corresponds to the balance sheet item Loans to credit institu- tions. Balances refer to funds that are available at any time. This means that all cash and cash equivalents are immediately available. 8. TANGIBLE ASSETS (IAS 2, IAS 16) All tangible assets are reported at cost less depreciation and amortisation. The cost includes expenditure that is directly attributable to the acquisition of the asset. Depreciation on oth- er assets, in order to distribute their cost or revalued amount down to the estimated residual value over the estimated useful life, is made on a linear basis as follows: – equipment, fixtures and fittings 5 years. The residual values and useful life of the as - sets are tested each balance sheet date and adjusted if neces - sary. An asset’s carrying amount is immediately written down to its recoverable amount if the asset’s carrying value exceeds its estimated recoverable amount. Gains and losses on disposals are determined through a comparison between the sales reve - nue and the carrying amount and are reported within the item Other income in the income statement. Annual Report 2025 Norion Bank Group 62 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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2. Accounting policies, cont. 9. LEASES (IFRS 16) 9.1 Lessees, in accordance with IFRS 16 Leases with ef - fect from January 1, 2019 For lessees, the standard IFRS 16 requires that right-of-use as - sets and lease liabilities arising from most leases to be recog- nized on the balance sheet. At the commencement of a lease, the lessee recognizes a lease liability and a right-of-use asset. The lease liability is ini- tially measured at the present value of the unsettled lease pay - ments on the date of introduction. The lease payments are dis - counted by the incremental borrowing rate. In sub sequent measurement of the lease liability, the carrying amount increas - es with interest and decreases with lease payments made. In addition, the lease liability may increase or decrease on reviews of or changes to the lease. In sub sequent valuations of the right-of-use asset, the asset is meas ured at cost less accumu- lated depreciation and any accumulated impairments, taking into account any remeasure ments of the lease liability. Norion applies the exceptions permitted in the standard re - garding short-term leases and leases for which the under lying asset is of low value. These leases are recognized instead as other expenses. 10. INTANGIBLE ASSETS (IAS 38) 10.1 Other intangible assets Acquired software licenses are capitalized on the basis of the expenses incurred when the software in question was acquired and put into operation. These capitalized expenses are amortised over the estimated useful life, 5 years. Costs that are directly related to the development of identifiable and unique software products controlled by the Group and which have probable financial benefits for more than one year and that ex - ceed expenses are recognized as intangible assets. The costs include the costs of employees that have arisen through the de - velopment of software products and a reasonable share of indi- rect expenses. Other expenditure is recognized as incurred. De - velopment costs for software recognized as an asset are amortised over estimated useful life, 5 years. 11. IMPAIRMENT OF NON-FINANCIAL ASSETS (IAS 36) Assets that are depreciated are assessed for decline in value whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is made by the amount by which the asset’s carrying amount ex - ceeds its recoverable amount. The recoverable amount is the higher of the asset’s fair value less selling expenses and its val- ue in use. When assessing impairment requirements, assets are grouped at the lowest levels where there are separate identifi- able cash flows (cash-generating units). For assets, other than financial assets and goodwill, which have previously been im- paired, an assessment is made on each balance sheet date of whether reversal should take place. 12. PROVISIONS (IAS 37) Provisions are reported when the Group has a legal or informal obligation as a result of past events, it is likely that an outflow of resources will be required to settle the commitment and the amount can be calculated reliably. 13. EQUITY In addition to share capital, equity consists of the com ponents described below. 13.1 Tier 1 capital Additional Tier 1 Capital is subordinated debt that meets some of the requirements to be eligible as Tier 1 capital when calculating the amount of the capital base. The accounting prin- ciple means that the Additional Tier 1 Capital is to be classi fied as equity and payment to holders of these instruments, such as interest, is recognised in equity. 13.2 Other contributed capital Other contributed capital essentially consists of paid pre miums. The premium is the difference between the subscription price and the quotient value of Norion’s shares in the event of a new issue. Deductions are made for transaction expenses in con- nection with a new share issue. 13.3 Translation reserve The translation reserve consists of unrealized exchange rate ef - fects that arise as a result of the translation of foreign entities into the Group's presentation currency. 13.4 Retained earnings including net profit for the year Retained earnings consist of profit earned from the current and previous financial years. Dividend is recognized as a deduction from retained earnings. The amount of dividend proposed to be distributed is recognized as a liability after it has been approved by the Annual General Meeting. 13.5 Repurchase of own shares Repurchased own shares are not recognised as an asset but are offset against retained earnings within equity. Repurchased shares comprise the acquisition cost of own shares held by the parent company. Repurchases of own shares are recognised as a deduction from retained earnings within eq- uity. Consideration received from the disposal of such equity in- struments is recognised as an increase in unrestricted equity. Any transaction costs are recognised directly in equity. 14.RELATED PARTIES (IAS 24) Norion defines related parties as: • shareholders with significant influence • associated companies and joint ventures • key individuals in senior positions • other related parties All transactions with related parties are made on market terms. 15. STATEMENT OF CASH FLOWS (IAS 7) The cash flow statement for the Group is prepared according to the indirect method. The recognized cash flow only covers transactions that involve payments received or made. Cash and cash equivalents refers to the item Loans to credit institutions. Cash and cash equivalents in the cash flow statement are de - fined in accordance with IAS 7 and are not in line with what the Group considers liquidity. 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2. Accounting policies, cont. 16. REVENUE Revenue includes the fair value of what has been or will be re - ceived for the Group’s ongoing operations. Income is recog- nized exclusive of value added tax and after elimination of in- tra-Group sales. The Group recognizes income when its amount can be measured reliably, it is likely that future financial benefits will accrue to the company and specific criteria have been met for each of the Group’s operations. If any circumstances arise that may change the original estimate of income or expense, the estimates are reconsidered. These re-examinations may re - sult in increases or decreases in estimated income or expense and affect income during the period when the circumstances that caused the change came to the management’s knowledge. 16.1 Net interest income Net interest income is a key income item for banking oper ations and consists mainly of interest income from loans to the public and credit institutions, acquired non-performing loan portfolios and investments in mortgage-backed government debt and bonds and other securities minus interest expenses for the Group’s financing via deposits from customers and issued debt instruments. Interest income and interest expense are calculated and rec - ognized using the effective interest method in the income state - ment on financial assets and financial liabilities meas ured at am- ortised cost. The effective interest method is a method for calculating the accrued acquisition value of a finan cial asset or financial liability and for distribution over time of interest income and interest expense. The effective interest rate is the interest rate that discounts the estimated future cash flows during the expected life of the financial instrument to the recognized net asset value of the financial instrument. When estimating future payments, all payments that are covered by the contract terms are taken into account. However, the risk of future loan losses is not taken into account. The calculation of the effective interest rate includes the received and paid fees which are an integral part of the effective interest rate. Transaction expenses associ- ated with raising loans and issuing loans are thus recog nized as part of the loan. Transaction costs relates to brokerage com- missions. Transaction costs and arrangement fees are distribut - ed over the expected term of the loan. Invoicing and notification fees are also included in interest income according to the effec - tive interest method. In addition to interest income and interest expense, net interest income includes fees for government guarantees, such as the deposit guarantee and the resolution fee. 16.2 Net commission income Income and expenses from various types of services are recog- nized in the income statement under the items commission in- come and commission expense. Income from contracts with customers consists mainly of remuneration for performed ser - vice engagements, which are recognized as commission in- come or other income. The service engagements include, for example, factoring, sales finance, cards and payment mediation. Income is recognized at the time when the performance com- mitment is considered fulfilled, which is when the control of the product or service is transferred to the customer. Income usual- ly reflects the remuneration expected to be exchanged for these goods or services. Commission expenses are transac - tion-dependent and are directly related to transactions that are recognized as income with commission income. Costs of ser - vices received are recog nized under commission expense to the extent that they are not to be considered interest. 16.3 Other income The item other income recognizes as additional administrative revenues and capital gains and losses on the sale of ownership interests in subsidiaries and associated companies. Other in- come thus essentially does not refer to income from contracts with customers. 16.4 Net gains and losses on financial items Net gains and losses on financial items recognizes continuously gains and losses arising as a consequence of changes in value of and capitalization of financial assets and liabilities measured at fair value in profit or loss. 16.5 Dividends Dividends are recognized when the right to receive the payment is established. 17. EMPLOYEE BENEFITS (IAS 19) All forms of employee benefits and compensation for services rendered constitute employee benefits. 17.1 Pensions All of the Group’s pension plans are defined-contribution plans. A defined-contribution pension plan is a pension plan according to which the Group pays fixed contributions to a separate legal entity. The Group does not have any legal or informal obligations to pay additional contributions if this legal entity does not have sufficient assets to pay all remuner ation to employees related to employee service during the current or prior periods. For defined contribution pension plans, the Group pays con- tributions to public or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The Group has no further payment obligations once the contributions have been paid. The contributions are recog nized as personnel costs when they fall due for payment. Prepaid fees are reported as an asset to the extent that cash repayment or reduction in future payments may benefit the Group. For the CEO there is a pension solution in the form of endowment insurance pledged for pen- sion commitments. The asset is a financial instrument that is measured at fair value through the income statement. The liability, i.e. the pension obligation, has the same value as the asset. In the consolidated financial statements, the commitment is recognized net. 18. ACCOUNTING ESTIMATES Accounting estimates are evaluated on an ongoing basis and are based on historical experience and other factors, including expectations of future events that are considered reasonable under prevailing conditions. 18.1 Critical accounting estimates and judgments The Group makes estimates and assumptions about the future. The estimates for accounting purposes resulting from these will, by definition, rarely correspond to the actual outcome. The esti- mates and assumptions that pose a significant risk of material adjustments in the carrying amounts of assets and liabilities during the next financial year are outlined below. Annual Report 2025 Norion Bank Group 64 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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2. Accounting policies, cont. 18.2 Measurement of acquired non-performing loan portfolios Recognition of acquired non-performing loan portfolios is based on a measurement model based on the Group’s forecast of fu- ture cash flows from the acquired receivables. The effective in- terest rate for acquired non-performing loan portfolios is based on the initial cash flow forecast defined at the time of acquisi- tion. Although recalculated cash flow forecasts have historically been reasonably accurate, future deviations cannot be ruled out. The Group applies internal rules and a formalized decision process when adjusting previously established cash flow forecasts. Deviations in actual cash flow against projected cash flow result in a revaluation or impairment requirement depending on whether the cash flow has exceeded or been below the fore - cast, which is then the basis for the book value. Each portfolio consists of a larger number of receivables, which spreads the risk in the portfolio and reduces the variance in cash flow. The spread of risk on many contracts in a portfolio means that cash flow consists of many smaller payments that come via the en- forcement service or directly from the debtor. 18.3 Provision for expected credit losses The calculation of the expected credit loss reserve for receiv - ables valued at amortised cost is an area that requires the use of complex models and significant assumptions about future economic conditions and credit behavior such as the probability of default among customers and the resulting losses. The Group has developed a method for calculating and esti- mating expected credit losses. This type of estimation can be done with a variety of models, and the choice of these models will have an impact on the loss reserve and changes in the loss reserve recognized in these financial statements. The model is characterized by a high level of assumptions about the future, partly based on how historical patterns are repeated, but also on the macro assumptions that are made. An expert-based calculation is carried out for model out - comes on agreements in Stage 1 and Stage 2, in order to incor - porate the estimated impact of factors not deemed to have been considered in the model, as well as for manually assessed agreements in Stage 3. Expert-based calculations are per - formed based on expert knowledge of individual loans and/or sub-portfolios, which involves making material assessments. The Group has also made assumptions and estimates on how to define a significant increase in credit risk and impaired loans. Detailed information on these estimates is included in Note 19 and 20. 19. PARENT COMPANY ACCOUNTING PRINCIPLES The Parent Company’s financial statements have been prepared in accordance with the Swedish Annual Accounts Act for credit institutions and securities companies (1995:1559) and the regu- latory code issued by the Swedish Financial Supervisory Author - ity on Annual Reports in Credit Institutions and Securities Com- panies (FFFS 2008:25), including applicable amendments. The Swedish Financial Board’s RFR 2 “Accounting for legal entities” requires the Parent Company to use the same accounting prin- ciples as the Group (i.e., IFRS) to the extent allowed by Swedish accounting legislation. The differences between the Group’s and the Parent Com- pany’s accounting principles are stated below. 19.1 Change in accounting principles Unless otherwise indicated below, the Parent Company’s ac - counting principles have changed in accordance what is speci- fied above for the Group. 19.2 Shares and participations in Group companies Shares and participations in Group companies are recognised according to the cost method. Dividends received are rec - ognised as income when the right to receive payment is deemed certain. Transaction costs associated with acquisitions are added to the cost in the Parent Company and are eliminated in the Group. 19.3 Untaxed reserves In the Parent Company, untaxed reserves are reported as a sep - arate item in the balance sheet. In the consolidated financial statements, untaxed reserves are divided into a ‘deferred tax lia- bility’ component and an ‘equity’ component. Norion Bank Group Annual Report 2025 65 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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3. Risks and risk management 1. RISK DISCLOSURES Credit risk mainly arises in the Group’s operations. Other risks are market risk, liquidity risk, operational risks and business risk. The ability to assess, manage and control risks is of key impor - tance in view of the business conducted. Norion has formulated a business structure to ensure sound risk management. Norion defines risk as a potential negative impact on the Group's value which may arise due to ongoing internal pro - cesses or future internal or external events. The concept of risk includes both the probability of an event occurring and the im- pact that an event could have on the Group's earnings, equity or value. The Board has established and adopted a risk policy that de - scribes the risk framework, the risk management process and roles and responsibilities with regard to risk management and risk control. Norion continuously identifies the risks that its oper - ations entail and has designed a process for follow-up and management of risks. 2. CREDIT RISK Definition Credit risk refers to the risk of a borrower not fulfilling their obli- gations to Norion, creating a risk of a loss as a result of pledged assets not covering Norion's claim. Credit risk also includes counterparty risk, country risk, concentration risk and settle - ment risk. Counterparty risk Counterparty risk in liquidity management and financing refers to the risk that Norion’s assets will decrease in value if a coun- terparty’s credit quality is impaired. In liquidity manage ment, counterparty risk arises when Norion invests liquidity with finan- cial counterparties or invests in financial securities to meet re - quirements for liquidity reserve and LCR indicators. In order to limit counterparty risk, bank balances are to be de - posited in Nordic banks with a credit rating of at least A- / A3 from Standard & Poor’s or Moody’s. The exception to the above is the placement of liquid funds at Avanza Bank in connection with deposit partnership. Norion follows policies established by the Board of Directors regulating the type of investment and limit per individual counterparty. Norion trades in currency derivatives in the form of swaps and futures to minimize currency risk arising from lending in cur - rencies other than SEK. Counterparty risks constitute the credit risk in relation to other banks arising as a consequence of Norion trading with OTC derivatives to minimize the currency risks. The value of exposure is determined by the ‘market valua- tion method’, as the sum of the current replacement expense and the possible future credit exposure, and is then attributed to the relevant exposure class. The risk is reduced through the ex- change of collateral in accordance with CSA agreements. Risk management Norion’s lending is to take place after the required credit as - sessment and is characterized by a good credit culture where the borrower's ability to repay is tested. Norion has to under - stand the purpose of the credit and have good knowledge of the borrower. The process of granting credit is dependent on type of customer and the size of the loan. Personal loans, real estate loans and corporate loans are granted after an analysis based on the borrower's total credit commitment with Norion, as well as other credit commitments. Credit is granted by Norion's Board, credit committee or smaller delegated mandate with the exception of loans to consumers and invoice purchas - es, which are normally based on credit scoring models and in- ternal policy rules. Norion offers unsecured loans to consumers and uses risk re - duction methods for real estate and corporate loans. As a rule, Norion pledges assets for real estate and corporate loans and uses special terms in the loan agreements. Assets pledged normally consist of corporate mortgages, security in real estate and security in shares. Risk measurement Norion classifies loans on a scale between 1–10, where the high- est risk class represents the highest risk of default. Each risk class consists of a range of PD (Probability of Default) and these estimates are made for the expected life of the loan. Internal scoring is used for consumer loans to estimate PD, and external credit information is weighed together with internal data to as - sess PD for corporate loans. External credit infor mation and scoring are used to estimate PD for invoice receivables. CREDIT EXPOSURE PER RISK ASSESSMENT Loans to the public - Corporate SEKm 2025 Stage 1 Stage 2 Stage 3 Total Low risk 22 036 166 - 22 202 Normal risk 4 496 1 326 - 5 822 High risk 394 761 - 1 155 Default - - 3 957 3 957 Acquired loans - - - - Total 26 926 2 254 3 957 33 137 Loans to the public - Private individuals SEKm 2025 Stage 1 Stage 2 Stage 3 Total Low risk 8 466 - - 8 466 Normal risk 5 548 - - 5 548 High risk 587 510 - 1 097 Default - - 6 326 6 326 Acquired loans - - 366 366 Total 14 601 510 6 692 21 803 Low, normal, and high risk classified according to the bank’s internal models for assessing the probability of default. Annual Report 2025 Norion Bank Group 66 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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3. Risks and risk management, cont. Loans to the public - Corporate SEKm 2024 Stage 1 Stage 2 Stage 3 Total Low risk 23 539 820 - 24 359 Normal risk 5 214 1 333 - 6 547 High risk 145 300 - 446 Default - - 4 619 4 619 Acquired loans - - - - Total 28 898 2 454 4 619 35 971 Loans to the public - Private individuals SEKm 2024 Stage 1 Stage 2 Stage 3 Total Low risk 3 671 - - 3 671 Normal risk 7 382 - - 7 382 High risk 935 686 - 1 621 Default - - 6 738 6 738 Acquired loans - - 437 437 Total 11 988 686 7 175 19 850 3. MARKET RISK Definition Market risk refers to the risk of earnings, balances, equity or val- ue decreasing due to negative changes in risk factors in financial markets. Market risk includes interest rate risk, currency risk, and risks from changes in volatilities or correlations. Currency risk Currency risk refers to the risk of changes in exchange rates leading to a decrease in earnings, balances, equity or value. In Norion, a currency risk arises in connection with there being recognized assets and liabilities in a currency other than the functional currency. In all material respects, currency risks are neutralized through derivatives in the foreign exchange market. Interest rate risk Interest rate risk entails the risk of the value of assets and liabilities being negatively affected by changes in interest rates in financial markets. The interest rate risk in Norion's operations arises as a result of the difference in lending and the average fixed interest period of the borrowing. Risk management Norion should generally have a balanced risk profile with a diver - sified credit portfolio and at the same time limit its exposure to the currency and interest rate risks that arise as a result of the business. The Board determines how much market risk is acceptable through the frameworks that regulate the company's risk man- agement of strategies, processes, procedures, internal rules, limits, controls and reporting procedures. Currency risk is minimized by striving to refinance the assets in foreign currencies in the same currency. For the component of the assets for which this is not possible or, for some other reason, it is not desirable to refinance in the corresponding cur- rency, currency swaps and/or forward exchange contracts are used to minimize the currency risk. Hedge accounting is not applied. Norion calculates and reports to the Swedish Financial Su- pervisory Authority what impact a sudden change in the general interest rate situation would have on the company’s financial worth. Norion mainly has variable interest rates for both loans and deposits, as well as borrowing. In accordance with industry practice, mainly lending and deposit interest rates are adjusted CREDIT EXPOSURE BROKEN DOWN BY SECTOR AND SECURITY Group 2025 2024 Credit risk exposure for financial assets, SEKm Lending Real estate mort- gages Other coll- ateral Totaln- col- ateral Net expo- sure Lending Real estate mortga- ges Other collate - ral Totaln- collate - ral Net expo- sure Banker 4 704 - - - 4 704 4 164 - - - 4 164 Fastighetsförvaltning 20 504 14 606 2 571 17 178 3 326 23 073 12 946 2 224 15 170 7 903 Övrig utlåning till företag 11 551 717 4 909 5 626 5 925 11 608 621 3 778 4 399 7 209 Bostadskrediter till hushåll 14 14 - 14 0 23 23 - 23 0 Övrig utlåning till hushåll 17 607 - - - 17 607 15 581 - - - 15 581 Summa 54 379 15 337 7 481 22 818 31 561 54 450 13 591 6 002 19 593 34 857 Norion Bank Group Annual Report 2025 67 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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3. Risks and risk management, cont. in the event of major changes in market rates. Norion has a rela- tively good match between assets and liabilities regarding the fixed-interest terms, and the interest rate risk is therefore also limited. By striving for a variable lending and deposit rate for the public, there is considerable flexibility to adapt rates based on the prevailing market situation. In order to minimize interest rate risk as far as possible, the fixed interest periods must match with regard to lending and deposits as well as borrowing. Risk measurement To measure market risk exposure, both indicators aimed at esti- mating losses under normal market conditions and indi cators focusing on extreme market conditions are used. The Treasury function is responsible for ongoing management and follow-up of market risks. Market risks are regularly reported to senior management. The net book values of financial assets and liabilities in foreign currency in SEKm are shown in the tables below. Sensitivity analysis In the event of a change in the market interest rate by one (1) percentage point, net interest income for the next 12 months is estimated to increase/decrease by 72 (78) SEKm, based on in- terest-bearing assets and liabilities as of the closing date. In the case of a parallel shift (upwards) of the yield curve by one (1) percentage point, the impact on equity on the closing date will be -/+ 25 (60) SEKm. The carrying amount for net values of financial assets and liabilities in foreign currency are shown in the tables below. FOREIGN CURRENCY EXPOSURE Group and parent company 2025-12-31 EUR NOK DKK USD GBP CHF Totalt Foreign currency assets, SEKm Treasury bills and other bills eligible for refinancing with central banks, etc. 3 573 - - - - 3 573 Loans to credit institutions 2 922 198 71 23 4 5 3 221 Loans to the public 16 050 2 180 1 880 175 3 50 20 339 Bonds and other interest-bearing securities 1 944 - - - - - 1 944 Other assets 54 32 6 7 0 0 98 Total assets 24 543 2 410 1 957 205 7 55 29 175 Foreign currency liabilities, SEKm Deposits and borrowing from the public Debt securities issue 28 524 1 148 - - - - 29 672 Other liabilities 118 54 16 -13 0 0 174 Total liabilities 28 642 1 202 16 -13 0 0 29 846 Net assets -4 099 1 208 1 941 218 6 55 -671 Nominal amount, currency hedges 4 082 -1 205 -1 979 -214 -5 -53 626 Net position -18 3 -38 4 1 3 -44 The sensitivity for estimated currency positions where the foreign currencies move unfavorably against SEK by 10% corresponds to an outcome of -7 SEKm. Annual Report 2025 Norion Bank Group 68 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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3. Risks and risk management, cont. FOREIGN CURRENCY EXPOSURE Group and parent company 2024-12-31 EUR NOK DKK USD GBP CHF Totalt Foreign currency assets, SEKm Treasury bills and other bills eligible for refinancing with central banks, etc. 4 505 - - - - - 4 505 Loans to credit institutions 2 663 255 13 41 3 15 2 991 Loans to the public 16 244 2 177 2 246 365 4 47 21 083 Bonds and other interest-bearing securities 1 769 - - - - - 1 769 Other assets 55 77 5 3 0 0 140 Total assets 25 235 2 509 2 264 410 7 62 30 487 Foreign currency liabilities, SEKm Deposits and borrowing from the public 27 914 763 - - - - 28 678 Debt securities issue - - - - - - - Other liabilities 322 97 46 68 0 0 533 Total liabilities 28 237 860 46 68 0 0 29 211 Net assets -3 001 1 649 2 218 342 7 62 1 277 Nominal amount, currency hedges 2 994 -1 656 -2 219 -339 -6 -62 -1 289 Net position -8 -7 -1 3 1 0 -12 The sensitivity for estimated currency positions where the foreign currencies move unfavorably against SEK by 10% corresponds to an outcome of -5 SEKm. 4. LIQUIDITY RISK Definition Liquidity risk refers to the risk of not being able to meet agreed payment obligations at the maturity date without the cost of obtaining means of payment increasing significantly due to high borrowing costs, or unfavorable prices when disposing of assets. Risk management The Board of Norion has established an extensive framework for risk management of liquidity requirements and risks in the short and long terms. The objective of liquidity risk management is to ensure that the Group has control over its liquidity risk situation. Liquidity can be predicted because maturities and interest pay - ments are known for both lending and borrowing. Liquidity risk is reduced with the aid of accurate forecasts and diversified borrowing in different geographical markets, as well as a liquidi- ty reserve with sufficient liquid assets in all relevant currencies to meet on time Norion's payment commitments, in all predict - able situations. In a long-term plan for its financing, Norion should strive to ensure that there is a sufficient degree of diversification in sources of financing with regard to counterparties, financial instruments, maturities, fixed interest rates and currencies. The financing strategy should also ensure that the market and li- quidity risk that arises is limited through risk strategies to the risk appetites decided upon by the Board. Scenario analyses and stress tests are an important part of risk management. At any time, adequate cash and cash equiva- lents, current investments with a liquid market and access to fi- nancing through credit facilities should be available to be able to respond to fluctuations in liquidity. The composition of the balance sheet means that Norion’s conditions for avoiding liquidity problems are assessed as good. A liquid asset portfolio with short durations on the loan receiv - ables and a liquidity reserve with good margins combined with, in practice, relatively stable and secure financing mean that Norion views the liquidity and funding risk as manageable. Risk measurement The treasury function is responsible for the continuous follow-up of the liquidity and financing situation. Reporting on li- quidity and funding risk takes place regularly to senior manage - ment, and the Board is informed in connection with Board reporting. Norion Bank Group Annual Report 2025 69 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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3. Risks and risk management, cont. MATURITY ANALYSIS FOR FINANCIAL ASSETS AND LIABILITIES The following tables present cash flows by remaining contractual maturities atthe balance sheet date and applies the earliest date on which the group and parent company can be required to pay regardless of probability assumptions. The cash flows are not dis - counted. Derivatives are reported at fair value. Obligations such as loan commitments are reported as when the obligation matures. Group and parent company 2025-12-31 SEKm Time to maturity Payable on demand <3 months 3–12 months 1–5 years >5 years No duration Total nominal cash flows Total Financial assets Treasury bills and other bills eligible for refinancing - 2 654 236 990 288 - 4 167 4 068 Bonds and other interest-bearing securities - 1 055 948 5 890 292 - 8 185 7 857 Loans to credit institutions 4 514 - - - - 190 4 704 4 704 Loans to the public - 15 526 7 995 18 799 7 355 - 49 675 49 675 Derivatives - 5 0 - - - 5 5 Other financial assets - 67 - - - 679 745 745 Total financial assets 4 514 19 306 9 178 25 679 7 935 869 67 481 67 055 Financial liabilities Deposits and borrowing from the public - 38 732 7 573 6 816 - - 53 121 53 121 Debt securities issue - 50 1 300 500 1 100 - 2 950 2 896 Derivatives - - - - - - - - Other financial liabilities - - - - - 772 - 772 Total financial liabilities - 38 782 8 873 7 316 1 100 772 56 071 56 789 2024-12-31 SEKm Time to maturity Payable on demand <3 months 3–12 months 1–5 years >5 years No duration Total nominal cash flows Total Financial assets Treasury bills and other bills eligible for refinancing - 3 205 1 698 269 192 - 5 364 5 276 Bonds and other interest-bearing securities - 1 632 960 3 819 155 - 6 567 6 210 Loans to credit institutions 4 164 - - - - - 4 164 4 164 Loans to the public - 4 789 5 479 34 390 5 627 - 50 286 50 286 Derivatives - 11 1 - - - 12 12 Other financial assets - 49 - - - 37 86 86 Total financial assets 4 164 9 686 8 138 38 479 5 974 37 62 313 53 741 Financial liabilities Deposits and borrowing from the public - 41 241 10 508 1 268 - - 53 017 53 017 Debt securities issue - 43 616 2 097 864 - 3 620 2 917 Derivatives - - - - - - - - Other financial liabilities - - - - - 384 384 384 Total financial liabilities - 41 668 11 124 3 365 864 384 57 021 56 318 Annual Report 2025 Norion Bank Group 70 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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3. Risks and risk management, cont. LIQUIDITY RESERVE Liquidity comprises both a liquidity reserve and another liquidity portfolio that is monitored on a daily basis. The main liquidity risk is deemed to arise in the event multiple depositors simulta- neously withdraw their deposited funds. An internal model is used to set minimum requirements for the amount of the liquidi- ty reserve, calculated based on deposit volumes, the proportion covered by deposit insurance and relationship to depositors. The model also takes into account the future maturities of issued securities. In accordance with Swedish Financial Supervi- sory Authority regulations on liquidity risk management (FFFS 2010:7) and applicable amendments thereto for the consolidat - ed situation. Accordingly, assets are segregated, unutilised and of high quality. The liquidity reserve largely comprises assets with the highest credit quality rating. All valuations of interest-bearing securities were made at market values that take into accout accrued interest. Group SEKm 2025 2024 Securities issued by sovereigns 4 068 5 276 Securities issued by municipalities 5 479 3 545 Loans to credit institutions 4 704 4 164 Bonds and other interest-bearing securities 2 379 2 664 Summary liquidity reserve 16 629 15 650 Bonds and other interest-bearing securities - - Total other liquidity portfolio - - TOTAL LIQUIDITY PORTFOLIO 16 629 15 650 5. OPERATIONAL RISK Definition Operational risk relates to the risk of losses resulting from errors or inadequacies in internal procedures and processes. In addi- tion to pure errors in administrative procedures, operational risk also includes human error, faulty systems, IT problems and in- ternal and external fraud. The term also includes legal risks and regulatory compliance risks. The definition does not cover busi- ness, strategic or reputational risk. To facilitate the work of identifying, evaluating and assessing the operational risks, Norion has chosen to structure the opera- tional risks based on four main areas: • personnel risk • process risk • IT and system risk • external risk Risk management Operational risks arise in all types of operations, and responsi- bility for managing these risks lies with all managers in the organization. Norion strives to maintain a healthy risk culture with low op - erational risk and a low level of loss due to operational incidents, through an effective internal control environment and a struc - tured approach to facilitate the identification and management of operational risks in all types of operations. Risk analyses are based on the principle of self-evaluation.Operational risks are identified, assessed and reported on a regular basis through various processes such as risk self-assessments, structured in- cident reporting and a joint approval process for new product approval process (NPAP). This prevents Norion from taking on risks that are not immediately manageable within the organization. Norion manages operational risk by constantly improving its internal routines and daily checks as well as by training employees in risk management and the use of risk-reducing tools and processes. It is mandatory for all employees to escalate and register risk-related events or incidents in order to be able to identify, assess, monitor, reduce and report risks. Employees are regularly trained in important areas such as information security, anti-fraud, money laundering, KYC (know your customer), GDPR and Norion’s code of conduct. Norion has a formal external process for whistle-blowing that encourages employees, contractors, or others who similarly play a part in the business to report irregularities and any unethical or illegal activities. Cyber and other security threats are managed by prioritizing technical protection, increasing awareness and continuously working with a good cyber risk culture among employees and customers. Security updates, system upgrades and implemen- tation of new features and security measures are performed with the necessary regularity. Norion’s Risk Control function and Regulatory Compliance function have a well-developed collabo - ration around the management of operational risks. Information about customer complaints and other incidents is continuously gathered and analyzed to ensure functioning management of the operational risks in the business. The Risk Control function is an independent control function that is mandatory for all institutions under the super vision of the Swedish Financial Supervisory Authority. The function is inde - pendent of the other activity in Norion and is organizationally separate from the functions and areas it is to review and control. The Risk Control function is directly subordinate to the CEO and reports to senior management and the Board. In addition to re - viewing and controlling risk management in the business, the Risk Control function is a supportive and advisory function on risk-related issues and works continuously with knowledge transfer and training to increase risk awareness in the organization. Norion Bank Group Annual Report 2025 71 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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3. Risks and risk management, cont. 6. BUSINESS RISK Definition Business risk refers to the risk of unexpected changes in earnings that can be attributed to changed conditions in the business environment as a result of unexpected changes in demand or competition, technological development with reduced volumes and squeezed margins as a result of business-inhibiting laws, regulations or other external fac - tors unfavorably affecting Norion’s business model. Related risks are strategic risk and reputational risk. Stra tegic risk is focused on structural risk factors and is the risk of Norion making inappropriate strategic choices or not success fully implementing selected strategies. Reputational risk refers to risks associated with negative publicity and confidence-damaging events and thus a negative perception of the Group's brand or the industry in general. The macroeconomic development in the world in which Norion operates is affected by various events and scen arios. A deterioration in the economy can arise, for example, through a deepened economic crisis or during a pandemic. The macroeconomic risk factors that have an impact in- clude factors such as GDP, inflation, unemployment, key and central bank interest rates and property prices. Risk management Business risks, strategic risks and reputational risks are inevit - able in all business operations. The extensive regu lations that apply to banking and finance operations have a major impact on the financial industry. The risk that new regulations may have a negative impact on Norion's business model or otherwise affect earnings negatively means that new regulations are continuous - ly monitored and risk analysis of the function for regulatory compliance is conducted. The strategic risk is affected by the ability of the Board and management to develop, organize and control the business. Rapid adaptation to new technologies, strong positioning vis-à-vis competitors and otherwise good adaptation to new market conditions are required in order to retain existing and at - tract new customers. Norion works continuously to limit and reduce business, stra- tegic and reputational risk through regular strategic review of the business. Norion strives for good stability in revenue genera- tion, proactive cost control, flexible IT development, an active di- alogue regarding supervisory issues and sound sustainability strategy. Norion's Board and senior management work continu ously to assess the Group's positioning and competitiveness. The busi- ness is characterized by short decision paths and a senior man- agement that has good insight into the day-to-day operations and thus can make both quick and well-founded decisions. Norion also controls its business risk in ongoing business plan- ning by analyzing discrepancies to identify under lying difficulties in the capability of the business. 4. Capital adequacy Capital adequacy regulation is the legislator’s requirement for how much capital, known as the capital base, a credit institution must have in relation to the level of risks the institution takes. The information on the company’s capital ad equacy in this doc - ument pertains to information that must be disclosed under Chapter 6, sections 3–4 of the Swedish Financial Supervisory Authority’s regulations and general guidelines (FFFS 2008:25) regarding annual accounts at credit institutions and securities companies and which relates to information set out in Articles 92(3)(d) and (f), 436(b) and 438 of Regulation (EU) No 575/2013 and Chapter 8 section 23 of the Swedish Financial Supervisory Authority’s regu lations and general guidelines (FFFS 2014:12) on prudential requirements and capital buffers, as well as column (a) in Annex 6 to Commission Implementing Regulation (EU) No 1423/2013. Other disclosures required under FFFS 2014:12 and Regulation (EU) No 575/2013 are set out on the com pany’s web- site, www.Norion.se. The establishment of the company’s statutory capital require ment is governed by the Act (2014:968) on Special Super vision of Credit Institutions and Securities Companies, the Capital Requirements Regulation (EU No 575/2013), the Capital Buffers Act (2014:966) and the Swedish Financial Super visory Authority’s regulations and general guidelines on prudential re - quirements and capital buffers (FFFS 2014:12). The purpose of the rules is to ensure that the company manages its risks and protects its customers. The rules state that the company’s capi- tal base must cover the need for capital including the minimum capital requirement (the capital requirement for credit risk, mar - ket risk and operational risk). Norion applies the standardized method when calculating credit risk. The capital base must be at least 8 percent of the risk weighted exposure. The exposure is calculated by allocating the company’s items on and off the balance sheet to different risk classes. For each risk class, there is a number of risk weights. How the distribution is made be - tween risk classes and the underlying risk weights depends on the type of exposure and the counterparty. The base method is applied for operational risk (15% of average operating income for the last three years adjusted for dividends from Group com- panies). In addition to the minimum capital requirement calculat - ed in accordance with the Capital Adequacy Regu lation, all insti- tutions covered by the capital adequacy rules need to make their own internal assessments of their capital requirements at least annually, in the form of an internal capital adequacy as - sessment. The internally assessed capital requirement in Norion's consolidated situation, including provisions for capital conservation buffer and institution- specific countercyclical buf - fer, at December 31, 2024 amounted to SEK 6 163 million(5 599). The company’s capital situ ation can be summarized as follows: Annual Report 2025 Norion Bank Group 72 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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4. Capital adequacy, cont. Norion Bank AB Dec 31, 2025 Dec 31, 2024 Own funds, SEKm Amount Percentage of risk-weighted exposure amount Amount Percentage of risk-weighted exposure amount Common Equity Tier 1 capital requirement under Article 92 CRR (Pillar 1) 2 533 4,5% 2 417 4,5% Other Common Equity Tier 1 capital requirement (Pillar 2) 339 0,6% 350 0,7% Combined buffer requirement 2 254 4,0% 2 156 4,0% Total Common Equity Tier 1 capital requirement 5 125 9,1% 4 923 9,2% Common Equity Tier 1 capital 8 762 15,6% 8 499 15,8% Tier 1 capital requirement under Article 92 CRR (Pillar 1) 3 377 6,0% 3 223 6,0% Other Tier 1 capital requirement (Pillar 2) 452 0,8% 467 0,9% Combined buffer requirement 2 254 4,0% 2 156 4,0% Total Tier 1 capital requirement 6 082 10,8% 5 846 10,9% Tier 1 capital 9 262 16,5% 8 499 15,8% Own funds requirement under Article 92 CRR (Pillar 1) 4 503 8,0% 4 297 8,0% Other capital requirement (Pillar 2) 602 1,1% 622 1,2% Combined buffer requirement 2 254 4,0% 2 156 4,0% Total own funds requirement 7 358 13,1% 7 075 13,2% Total own funds 10 358 18,4% 9 097 16,9% Norion Bank AB Own funds, SEKm Dec 31, 2025 Dec 31, 2024 Capital instruments and associated share premium accounts 149 149 Retained earnings 8 274 7 897 Net profit after deductions for foreseeable expenses and dividends 1 054 1 000 Common Equity Tier 1 capital before regulatory adjustments 9 477 9 046 Less: Additional value adjustments -546 -402 Intangible assets -162 -141 Deferred tax assets -6 -5 Application of the transitional rules IFRS9 - - Total regulatory adjustments to Common Equity Tier 1 capital -715 -548 Common Equity Tier 1 capital 8 762 8 499 Capital instruments and relate share premium reserves: Perpetual subordinated loan 500 - Tier 1 capital contribution 500 - Total tier 1 capital 9 262 8 499 Capital instruments and relate share premium reserves: Supplementary capital 1 096 598 Tier 2 capital 1 096 598 Total own funds 10 358 9 097 Norion Bank Group Annual Report 2025 73 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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4. Capital adequacy, cont. CAPITAL REQUIREMENT The tables below show the risk-weighted exposure amount and capital requirements per risk category for Norion Bank AB. Norion Bank AB Risk-weighted exposure amount SEKm Dec 31, 2025 Dec 31, 2024 Credit risk according to the standardized approach Central government or central bank exposures - - Municipalities and public sector entities - - Institutional exposures 931 855 Funds units exposures 774 899 Corporate exposures 14 417 29 959 Retail exposures 11 809 9 968 Exposures with mortgage in residential property 17 218 8 Exposures in default 6 524 7 697 Exposures in the form of covered bonds 238 266 Equity exposures 82 62 Other items 399 409 Total risk-weighted exposure amount to credit risk 52 392 50 123 Risk-weighted exposure amount for credit valuation adjustment risk (CVA) 25 22 Risk-weighted exposure amount for market risk (currency risk) 56 16 Risk-weighted exposure amount for operational risk (base method) 3 811 3 552 Total risk-weighted exposure amount 56 283 53 713 Norion Bank AB Capital requirement SEKm Dec 31, 2025 Dec 31, 2024 Capital requirement for credit risks, according to the standardized approach Central government or central bank exposures - - Municipalities and public sector entities - - Institutional exposures 74 68 Funds units exposures 62 72 Corporate exposures 1 153 2 397 Retail exposures 945 797 Exposures with mortgage in residential property 1 377 1 Exposures in default 522 616 Exposures in the form of covered bonds 19 21 Equity exposures 7 5 Other items 32 33 Total capital requirement for credit risk 4 191 4 010 Annual Report 2025 Norion Bank Group 74 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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4. Capital adequacy, cont. Norion Bank AB Capital requirement SEKm Dec 31, 2025 Dec 31, 2024 Capital requirement for credit valuation adjustment (CVA) 2 2 Capital requirement for market risk (currency risk) 4 1 Capital requirement for operational risk (base method) 305 284 Total capital requirement - Pillar 1 4 503 4 297 Concentration risk 345 328 Interest rate risk in the banking book 257 294 Total capital requirement - Pillar 2 602 622 Capital buffers Capital conservation buffer 1 407 1 343 Countercyclical buffer 847 813 Total capital requirement - Capital buffers 2 254 2 156 Total capital requirement 7 358 7 075 CAPITAL RATIOS AND BUFFERS Dec 31, 2025 Dec 31, 2024 CET1 ratio 15,6% 15,8% Tier 1 ratio 16,5% 15,8% Total capital ratio 18,4% 16,9% Institution specific buffert requirement 4,0% 4,0% of which capital conservation buffer 2,5% 2,5% of which countercyclical capital buffer 1,5% 1,5% CET1 available to meet buffers 9,4% 7,9% 5. Operating segments The operating segments are reported in accordance with IFRS 8 Operating Segments, which means that the segment informa- tion is presented based on the internal reporting. The informa- tion is continuously used for management purposes by Norion’s highest executive decision-makers to evaluate the result and to be able to allocate resources to the oper ating segment. The segment reporting presents income, expenses, assets and liabilities broken down by operating segments. An operating segment is one such part of the Group that conducts opera- tions that generate external or internal revenues and expenses and whose results for governance purposes are regularly re - viewed and followed up by senior management. Norion’s operations are presented divided into the segments Corporate, Real Estate, Consumer, Payments and Other. The separate segments include products and services for di- verse customer groups. The Corporate segment includes fac - toring and corporate loans. The Real Estate segment offers real estate loans. In the Consumer segment, consumers are offered unsecured loans and credit cards. The Payments segment con- sists of payment and checkout solutions. Under Other, items in relation to the products (POCI) Purchased credit-impaired as - sets (run-off), Mortgages (run-off) and items that do not belong to a specific segment or are eliminated at Group level are displayed. Norion Bank Group Annual Report 2025 75 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Group SEKm 2025 Corporate Real Estate Consumer Payments Other1) Group Net interest income 799 1 249 1 005 271 136 3 460 Net commission income 10 0 55 239 -1 303 Net gains and losses on financial items 32 - - 0 -32 0 Other income 49 0 17 18 -1 83 Total income 889 1 249 1 078 527 104 3 847 Total expenses -157 -107 -211 -324 -372 -1 171 Credit losses, net -158 -49 -506 -113 -12 -838 Operating profit 574 1 094 361 91 -281 1 838 Net interest margin (NIM) 6,9% 5,7% 7,8% 8,2% - 6,9% Total income margin 7,7% 5,7% 8,3% 15,9% - 7,7% Loans to the public 11 526 20 504 13 661 3 605 379 49 675 SEKm 2024 Corporate Real Estate Consumer Payments Other1) Group Net interest income 728 1 133 855 224 374 3 313 Net commission income 10 2 54 258 0 324 Net gains and losses on financial items 28 13 -1 -6 -4 30 Other income 0 0 0 29 1 31 Total income 766 1 148 908 505 370 3 697 Total expenses -147 -112 -187 -297 -331 -1 074 Credit losses, net -37 -366 -518 -68 -25 -1 014 Operating profit 581 670 204 140 14 1 609 Net interest margin (NIM) 6,8% 5,1% 7,4% 7,7% - 6,9% Total income margin 7,2% 5,2% 7,8% 17,5% - 7,7% Loans to the public 11 582 23 073 12 152 3 018 461 50 286 1) Including eliminations Group SEKm 2025 2024 Breakdown by geography Swedish operations Other Nordic operations German operations Other Swedish operations Other Nordic operations German operations Other Net interest income 2 228 1 046 153 34 2 144 1 006 114 47 Net commission income 190 113 0 0 200 125 0 -1 Total income 2 486 1 174 153 34 2 391 1 142 114 50 Share per market 65% 31% 4% 1% 65% 31% 3% 1% Loans to the public 28 506 11 159 4 485 5 525 28 601 13 261 4 922 3 502 10. Personnel expenses, cont. Annual Report 2025 Norion Bank Group 76 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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6. Net interest income Group Parent Company SEKm 2025 2024 2025 2024 Loans to the public 4 671 4 833 4 671 4 833 Interest-bearing securities 392 299 392 299 Loans to credit institutions 63 104 63 104 Total interest income 5 126 5 236 5 126 5 236 4 898 4 983 4 898 4 983 Deposits and borrowings from the public -1 507 -1 800 -1 507 -1 800 Subordinated liabilities -63 -22 -63 -22 Interest-bearing securities -96 -101 -96 -101 Liabilities to credit institutions 0 -1 0 -1 Total interest expense -1 665 -1 923 -1 665 -1 923 Net interest income 3 460 3 313 3 460 3 313 7. Net commission income Group Parent Company SEKm 2025 2024 2025 2024 Loans and deposits 196 219 196 219 Payment commissions 190 153 190 153 Other commissions 3 5 3 5 Fee and commission income 389 377 389 377 Payment commissions -86 -53 -86 -53 Other commissions 0 0 0 0 Fee and commission expense -86 -53 -86 -53 Net commission income 303 324 303 324 8. Net gains and losses on financial items Group Parent Company SEKm 2025 2024 2025 2024 Realised gains/losses 35 12 35 12 Unrealised change in values -8 20 -8 20 Exchange rate fluctuations -26 -2 -26 -2 Total 0 30 0 30 Norion Bank Group Annual Report 2025 77 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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9. Other income Group Parent Company SEKm 2025 2024 2025 2024 Other income and revenue from disposals of subsidiaries 83 31 83 31 Total 83 31 83 31 10. Personnel expenses PERSONNEL EXPENSES OTHER EMPLOYEES Group and Parent Company SEKm 2025 2024 Salaries, bonuses and other remuneration -316 -288 Social security costs -110 -98 Pension expenses -40 -37 Other staff costs -10 -13 Total -476 -435 SALARIES AND OTHER REMUNERATION Group and Parent Company SEKm 2025 2024 Senior exexutives -41 -40 Others -275 -248 Total -316 -288 REMUNERATION OF SENIOR EXECUTIVES Group and Parent Company SEKm 2025 Fixed salary Fee Variable remuneration Other benefits Pension expenses Total Martin Nossman, CEO -6 - - 0 -2 -9 Other senior executives (11 people) -32 - -3 -1 -7 -43 Total -38 - -3 -1 -9 -52 REMUNERATION OF SENIOR EXECUTIVES Group and Parent Company SEKm 2024 Fixed salary Fee Variable remuneration Other benefits Pension expenses Total Martin Nossman, CEO -7 - - 0 -2 -9 Other senior executives (11 people) -30 - -3 -1 -8 -43 Total -37 - -3 -1 -10 -52 Annual Report 2025 Norion Bank Group 78 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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10. Personnel expenses, cont. DIRECTORS’ FEES Group SEKm 2025 Erik Selin, Chairman -1,0 Ulf Croona, Board member -0,2 Bengt Edholm, Board member -0,5 Charlotte Hybinette, Board member -0,2 Per Lindblad, Board member -0,3 Marie Osberg, Board member -0,6 Arian Falck Raoof, Board member -0,5 Total -3,3 Group SEKm 2024 Erik Selin, Chairman -1,0 Ulf Croona, Board member -0,5 Bengt Edholm, Board member -0,5 Charlotte Hybinette, Board member -0,6 Christoffer Lundström, Board member -0,1 Marie Osberg, Board member -0,6 Arian Falck Raoof, Board member -0,2 Total -3,5 Remuneration to the CEO and other senior executives is deter - mined by the Board of Directors. No variable remuneration was paid to the CEO in 2024. Variable remuneration Norion has adopted a remuneration policy that has been pre - pared with the aim of fulfilling the requirements set out in the Swedish Financial Supervisory Authority’s regulations (FFFS 2011:1) on remuneration policy in credit institutions and credit market companies. The basis for the remuneration policy is that it is prepared based on the risks that exist in the Group. It states the grounds and principles for how remuneration is to be estab - lished, applied and followed up as well as how the company de - fines which employees could affect the company’s risk level. The remuneration policy should promote healthy and effective risk management and counteract excessive risk-taking. The pol- icy should promote the Group’s long-term interests. Pensions Endowment insurance policies have also been taken out for the past and present CEOs and the Chairman of the Board. The Group’s pension obligations correspond to the fair value of the endowment insurance policies, as well as additional special payroll tax on the pension obligation. The endowment insurance policies and pension obligation are recognized net in the balance sheet. The pension commitment at Dec. 31, 2025 was SEK 20 million (15). The special payroll tax is recognized un- der accrued expenses and prepaid income. Termination notice and severance pay According to the agreement between Norion and the CEO, fol- lowing the period of notice, severance pay corresponding to 6 monthly salaries is paid. After the notice period, severance pay is paid by agreement as 12 monthly salaries. There is no agreement on severance pay for the Board of Directors. In the case of termination of employment of senior executives, from the company’s side, remuneration is paid by agreement for 3–18 months. AVERAGE NUMBER OF EMPLOYEES Group 2025 2024 Average of whom men Average of whom men Sweden 379 61% 348 59% Finland 24 50% 20 54% Norway 13 72% 14 67% Total 416 61% 382 59% Norion Bank Group Annual Report 2025 79 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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10. Personnel expenses, cont. BOARD OF DIRECTORS AND SENIOR EXECUTIVES Group 2025 2024 Average of whom men Average of whom men Board members 5 80% 6 67% Senior management 12 67% 12 58% 11. Other expenses Group Parent Company SEKm 2025 2024 2025 2024 Consultancy expenses -167 -167 -167 -167 IT expenses -142 -112 -142 -112 Other purchased services -159 -149 -159 -149 Audit fees -4 -4 -4 -4 Postage and telephone expenses -21 -29 -21 -29 Marketing expenses -35 -31 -35 -31 Rent and property expenses -20 -20 -20 -20 Card issuing expenses -17 -13 -17 -13 Banking costs -15 -12 -15 -12 Consumable equipment -1 -2 -1 -2 Other external expenses -31 -29 -31 -29 Total -613 -568 -613 -568 REMUNERATION OF AUDITORS Group Parent Company SEKm 2025 2024 2025 2024 Audit engagement -2,7 -3,0 -2,6 -2,9 Audit related services -1,0 -0,5 -1,0 -0,5 Tax advice -0,4 -0,2 -0,4 -0,2 Other services - - - - Total Ernst & Young (EY) -4,1 -3,7 -4,1 -3,6 Annual Report 2025 Norion Bank Group 80 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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12. Depreciation, amortisation and impairment of tangible and intangible assets Group Parent Company SEKm 2025 2024 2025 2024 Depreciation of tangible assets -1 -1 -1 -1 Amortisation of right-of-use assets -50 -41 -50 -41 Amortisation of intangible assets -30 -29 -30 -29 Impairment of intangible assets - - - - Total -81 -71 -81 -71 13. Credit losses, net Group Parent Company SEKm 2025 2024 2025 2024 Loans at amortised cost Credit impairment provisions - Stage 1 53 -17 53 -17 Credit impairment provisions - Stage 2 16 187 16 187 Credit impairment provisions - Stage 3 134 -464 134 -464 Total expected credit losses on balance sheet items 204 -295 204 -295 Portfolio revaluations - POCI -13 -25 -13 -25 Impairment gains and losses - POCI -13 -25 -13 -25 Actual credit losses for the year -1 031 -697 -1 031 -697 of which utilised share of previous provision -791 -475 -791 -475 Total write-offs -1 031 -697 -1 031 -697 Recoveries 2 3 2 3 Total recoveries 2 3 2 3 Total credit impairment -838 -1 014 -838 -1 014 14. Appropriations Parent Company SEKm 2025 2024 Group contribution, paid 0 0 Change in tax allocation reserve -484 -331 Total -484 -331 Norion Bank Group Annual Report 2025 81 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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15. Tax Group Parent Company SEKm 2025 2024 2025 2024 Current tax on net profit for the year -301 -279 -301 -279 Current tax for previous years 0 0 0 0 Current tax expense -302 -279 -301 -279 Deferred tax relating to temporary difference -98 -65 1 1 Tax recognized in the income statement -400 -344 -300 -278 Tax attributable to other comprehensive income, specification - - - - Deferred tax relating to revaluation of hedged net investments - - - - Total deferred tax - - - - Group Parent Company SEKm 2025 % 2024 % 2025 % 2024 % Difference between recognized tax and tax based on applicable Swedish rate of tax Profit before tax 1 838 1 609 1 354 1 278 Current tax at applicable rate of tax -379 20,6 -331 20,6 -279 20,6 -263 20,6 Tax effect relating to non-taxable income -16 1 -16 1 Tax effect relating to not tax deductible expenses 1 -8 1 -8 Standard tax -7 -7 -7 -7 Tax effect of previously unrecognised loss carryforwards, tax deductions or temporary differences 1 1 1 -1 Other tax rates in foreign units 0 0 0 0 Tax effect relating to previous years 0 0 0 0 Deferred tax on losses related to items recognized in equity - - - - Tax recognised in the income statement -400 21,8 -344 21,4 -300 22,2 -278 21,8 16. Earnings per share Group 2025 2024 Net profit attributable to shareholders, SEKm 1 431 1 250 Number of shares, millions 205,4 205,4 Earnings per share, SEK1 ) 7,12 6,09 1) The Both before and after dilution. Calculated as the profit for the period attributable to the shareholders of Norion Bank AB divided by the average number of shares outstanding during the period, excluding treasury shares. The average number of shares outstanding amounted to 200 949 353 as of 31 December 2025. Annual Report 2025 Norion Bank Group 82 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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17. Interest-bearing securities Group and Parent Company Dec 31, 2025 Dec 31, 2024 SEKm Carrying amount Fair value Nominal amount Carrying amount Fair value Nominal amount Treasury bills and other bills eligible for refinancing with central banks, etc. 4 068 4 065 4 066 5 276 5 278 5 290 Bonds and other interest-bearing securities 7 857 7 857 7 815 6 210 6 211 6 177 Total 11 926 11 921 11 881 11 486 11 489 11 468 DEBT SECURITIES BY ISSUER Group and Parent Company Dec 31, 2025 Dec 31, 2024 SEKm Carrying amount Fair value Nominal amount Carrying amount Fair value Nominal amount Swedish goverment - - - 772 772 775 Swedish municipalities 3 867 3 868 3 848 2 365 2 365 2 358 Swedish mortgage institutions 1 247 1 248 1 238 421 421 416 Other Swedish issuers - - - 1 654 1 656 1 638 Foreign governments 5 680 5 673 5 671 4 505 4 506 4 515 Other foreign issuers 1 132 1 132 1 124 1 769 1 769 1 765 Total 11 926 11 921 11 881 11 486 11 489 11 468 18. Loans to credit institutions Group Parent Company SEKm Dec 31, 2025 Dec 31, 2024 Dec 31, 2025 Dec 31, 2024 Cash and cash equivalents 4 704 4 164 4 703 4 164 Total 4 704 4 164 4 703 4 164 Amounts by currency SEK 1 482 1 173 1 482 1 173 EUR 2 922 2 663 2 922 2 663 NOK 198 255 198 255 USD 23 41 23 41 DKK 71 13 71 13 GBP 4 3 4 3 CHF 5 15 5 15 CAD 0 0 0 0 Total 4 704 4 164 4 703 4 164 Norion Bank Group Annual Report 2025 83 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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19. Loans to the public Group and Parent Company SEKm Dec 31, 2025 Dec 31, 2024 PRIVATE CUSTOMERS 3) Loans to the public, gross 21 803 19 850 of which Stage 1 14 601 11 988 of which Stage 2 510 686 of which Stage 3 6 326 6 738 of which Stage 3 - POCI 1) 366 437 Total provisions -4 182 -4 245 of which Stage 1 -232 -271 of which Stage 2 -157 -216 of which Stage 3 -3 793 -3 758 of which Stage 3 - POCI 1) - - TOTAL CARRING AMOUNT, PRIVATE CUSTOMERS 17 621 15 604 Private customers 3) Provision ratio for loans Stage 1 1,6% 2,3% Provision ratio for loans Stage 2 30,8% 31,5% Provision rate for loans Stage 3 60,0% 55,8% Provision ratio for loans Stage 3 - POCI 1) 0,0 % 0,0 % Total provision ratio, private customers 2) 19,5% 21,9% CORPORATE CUSTOMERS Loans to the public, gross 33 137 35 971 of which Stage 1 26 926 28 898 of which Stage 2 2 254 2 454 of which Stage 3 3 957 4 619 Total provisions -1 083 -1 289 of which Stage 1 -150 -171 of which Stage 2 -90 -52 of which Stage 3 -843 -1 066 TOTAL CARRING AMOUNT, CORPORATE CUSTOMERS 32 055 34 681 Corporate customers 4) Provision ratio for loans Stage 1 0,6% 0,6% Provision ratio for loans Stage 2 4,0% 2,1% Provision rate for loans Stage 3 21,3% 23,1% Total provision ratio, corporate customers 3,3% 3,6% Annual Report 2025 Norion Bank Group 84 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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19. Loans to the public, cont. Group and Parent Company SEKm Dec 31, 2025 Dec 31, 2024 TOTAL Loans to the public, gross 54 940 55 820 of which Stage 1 41 527 40 886 of which Stage 2 2 763 3 140 of which Stage 3 10 283 11 357 of which Stage 3 - POCI 1) 366 437 Total provisions -5 264 -5 535 of which Stage 1 -382 -442 of which Stage 2 -247 -268 of which Stage 3 -4 636 -4 824 of which Stage 3 - POCI 1) - - TOTAL CARRING AMOUNT, LOANS TO THE PUBLIC, NET 49 675 50 286 Stage 3 loans / Total loans, gross, % 2) 18,8% 20,5% Stage 3 loans / Total loans, net, % 2) 11,5% 13,1% Total Provision ratio for loans Stage 1 0,9% 1,1% Provision ratio for loans Stage 2 8,9% 8,5% Provision rate for loans Stage 3 45,1% 42,5% Provision ratio for loans Stage 3 - POCI 1) 0,0 % 0,0 % Total provision ratio 2) 9,6% 10,0% 1) Purchased credit-impaired assets are recognized net from the time of acquisition, consequently no provisioning is shown for these receivables. 2) Excludes purchased credit-impaired assets. 3) Includes the segments Consumer, Payments and parts of Other. 4) Includes the segments Corporate and Real Estate and parts of Other. Norion Bank Group Annual Report 2025 85 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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20. Loans to the public – Reconciliation of credit losses provisions for loans The IFRS 9 provisions during the period have been impacted by several different factors, as described below: New loans originated during the period, as well as loans removed from the portfolio during the corresponding period. Increases due to issuance and decreases due to removal from the statement of financial position. Changes in macroeco - nomic assumptions, based on current economic variables, affect the size of the provisions. Transfers between Stage 1 and Stage 2 or 3, depending on whether the loan has significantly increased or decreased in risk, or if it has defaulted during the period, thereby being transferred between the 12-month and lifetime ECL calculations. Changes in credit risk factors in the form of probability of default (PD), exposure at default (EAD), and loss given default (LGD), which occur when the model is updated with new values. Furthermore, changes in exchange rates also impact the provisions for expected credit losses. Group and Parent Company 2025 SEKm Stage 1 Stage 2 Stage 3 Total of which Private of which Corporate Provisions at January 1, 2024 New and derecognized financial assets, net 36 -74 -156 -194 6 -200 Changes due to changed assumptions - - - - - - Changes due to change in credit risk -89 57 21 -10 -36 26 Other adjustments -8 -5 -54 -66 -34 -33 Provisions at December 31, 2024 382 247 4 636 5 264 4 182 1 082 Group and Parent Company 2024 SEKm Stage 1 Stage 2 Stage 3 Total of which Private of which Corporate Provisions at January 1, 2023 423 454 4 372 5 249 4 134 1 115 New and derecognized financial assets, net 57 -129 -96 -167 43 -210 Changes due to changed assumptions - - - - - - Changes due to change in credit risk -40 -58 560 462 70 392 Other adjustments 2 1 -12 -10 -2 -8 Provisions at December 31, 2023 442 268 4 824 5 535 4 245 1 289 Annual Report 2025 Norion Bank Group 86 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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21. Shares and participating interests Group and Parent Company Dec 31, 2025 Dec 31, 2024 SEKm Carrying amount Fair value Carrying amount Fair value Shares 70 70 62 62 Tenant-ownership rights 5 5 5 5 Funds units 604 604 697 697 Total 679 679 764 764 22. Shares and participating interests in Group companies Parent Company Carrying amount, SEKm Subsidiaries Corp. ID. No. Domicile Share Number of shares 31 dec 2025 31 dec 2024 Norion DB 1 AB 559397-0824 Göteborg 100% 25 000 0 0 Norion DB 2 AB 559551-2798 Göteborg 100% 25 000 0 - Norion DB 3 AB 559551-2806 Göteborg 100% 25 000 0 - Total 0 0 23. Intangible assets Group Parent Company SEKm Dec 31, 2025 Dec 31, 2024 Dec 31, 2025 Dec 31, 2024 Other intangible assets Opening cost at January 1 316 243 316 243 Acquisitions for the year 71 77 71 77 Retirements and disposals for the year 0 -3 0 -3 Exchange rate differences - - - - Reclassifications of cost - - - - Closing balance at December 31 388 316 388 316 Opening balance at January 1 -176 -138 -176 -138 Amortisation for the year -50 -41 -50 -41 Retirements and disposals for the year 0 3 0 3 Exchange rate differences - - - - Reclassifications of amortisation - - - - Closing balance of amortisation at December 31 -226 -176 -226 -176 Impairments - - - - Closing carrying amount at December 31 162 141 162 141 1) The intangible assets mainly consist of internally developed software. Norion Bank Group Annual Report 2025 87 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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24. Tangible assets Group Parent Company SEKm Dec 31, 2025 Dec 31, 2024 Dec 31, 2025 Dec 31, 2024 Opening cost at January 1 20 20 20 20 Acquisitions for the year 0 1 0 1 Retirements and disposals for the year 0 0 0 0 Currency effect 0 0 0 0 Closing cost at December 31 20 20 20 20 Opening balance at January 1 -18 -17 -18 -17 Amortization for the year -1 -1 -1 -1 Retirements and disposals for the year - 0 - 0 Currency effect 0 0 0 0 Closing balance of amortisation at December 31 -18 -18 -18 -18 Carrying amount rights of use 52 72 52 72 Closing carrying amount at December 31 54 75 54 75 25. Derivative instruments Group and Parent Company SEKm Dec 31, 2025 Dec 31, 2024 Carrying amount Nominal amount Carrying amount Nominal amount Currency-related 5 626 12 1 289 Other - - - - Positive replacement values 5 626 12 1 289 Currency-related - - Other - - - - Negative replacement values - - - - Total 5 626 12 1 289 Annual Report 2025 Norion Bank Group 88 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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26. Other assets Group and Parent Company SEKm Dec 31, 2025 Dec 31, 2024 Accounts receivable 21 43 Tax receivables 8 5 Collaterals 46 32 Other receivables 62 80 Total 136 160 27. Prepaid expenses and accrued income Group and Parent Company SEKm Dec 31, 2025 Dec 31, 2024 Accrued income 37 49 Prepaid expenses 150 72 Total 187 121 28. Deposits and borrowings from the public Group and Parent Company SEKm Dec 31, 2025 Dec 31, 2024 Households 50 994 48 873 Non-financial companies 2 127 4 143 Financial institutions - - Total 53 121 53 017 Group and Parent Company SEKm Dec 31, 2025 Dec 31, 2024 EUR 28 524 27 914 SEK 23 449 24 339 NOK 1 148 763 Total 53 121 53 017 Norion Bank Group Annual Report 2025 89 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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29. Debt securities in issue and subordinated liabilities For the tables below, the terms for each bond and certificate are stated in the prospectuses available on the bank’s website. (https://www.norionbank.se/en-SE/investor-relations-en/financial-information/debt-investors). DEBT SECURITIES IN ISSUE Group and Parent Company SEKm Dec 31, 2025 Dec 31, 2024 ISIN Interest rate % Maturity Carrying amount Nominal amount Carrying amount Nominal amount COLLB 7, FRN 23/25 2) SE0013105137 3m Stibor + 2,40% 2025-09-12 - - 499 500 COLLB 8, FRN 24/26 2) SE0013361557 3m Stibor + 2,35% 2026-05-06 600 600 601 600 COLLB 9, FRN 24/26 2) SE0013106317 3m Stibor + 2,35% 2026-09-16 700 700 699 700 COLLB 10, FRN 24/27 2) SE0013361953 3m Stibor + 2,25% 2027 -11-01 500 500 500 500 Commercial papers, other - - 20 20 Total 1 800 1 800 2 319 2 320 1) Issued under Norion Bank’s MTN programme, with a total frame of SEK 5 billion. 2) Issued under Norion Bank’s MTN programme, with a total frame of SEK 15 billion. SUBORDINATED LIABILITIES Group and Parent Company SEKm Dec 31, 2025 Dec 31, 2024 ISIN Interest rate % Maturity Carrying amount Nominal amount Carrying amount Nominal amount LOAN 201 24/34 SE0013361664 3m Stibor + 6,50% 2034-10-05 299 300 299 300 LOAN 202 24/35 SE0013361946 3m Stibor + 5,95% 2035-01-25 299 300 299 300 LOAN 203 25/35 SE0013362373 3m Stibor + 4,80% 2035-12-10 498 500 - - TOTAL 1 096 1 100 598 600 30. Deferred tax DEFERRED TAX ASSETS Group Parent Company SEKm Dec 31, 2025 Dec 31, 2024 Dec 31, 2025 Dec 31, 2024 Provision on deferred tax relating to temporary difference 2 1 2 1 Total 2 1 2 1 OPENING BALANCE 4 3 4 3 Deferred tax relating to temporary differences 2 1 2 1 CLOSING BALANCE 6 4 6 4 Annual Report 2025 Norion Bank Group 90 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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30. Deferred tax, cont. DEFERRED TAX LIABILITIES Group Parent Company SEKm Dec 31, 2025 Dec 31, 2024 Dec 31, 2025 Dec 31, 2024 Provision on deferred tax relating to untaxed reserves 441 341 - - Provision on deferred tax relating to temporary differences - - - - Total 441 341 - - Group Parent Company SEKm Dec 31, 2025 Dec 31, 2024 Dec 31, 2025 Dec 31, 2024 OPENING BALANCE 341 274 - - Deferred tax relating to untaxed reserve 100 67 - - Deferred tax relating to temporary differences - - - - CLOSING BALANCE 441 341 - - 31. Other liabilities Group and Parent Company SEKm Dec 31, 2025 Dec 31, 2024 Accounts payable 45 43 Debts to ecommerce partners 171 213 Lease liabilities 53 74 VAT liabilities 14 12 Tax liabilites - 25 Other liabilities 36 26 Total 320 393 32. Accrued expenses and prepaid income Group and Parent Company SEKm Dec 31, 2025 Dec 31, 2024 Accrued interest expenses 311 384 Other accrued expenses 461 1 103 Total 772 1 487 Norion Bank Group Annual Report 2025 91 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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33. Untaxed reserves Parent Company SEKm Dec 31, 2025 Dec 31, 2024 Tax allocation reserve 2020 105 105 Tax allocation reserve 2021 246 246 Tax allocation reserve 2022 392 392 Tax allocation reserve 2023 459 459 Tax allocation reserve 2024 449 449 Tax allocation reserve 2025 484 - Total 2 135 1 651 OPENING BALANCE 1 651 1 320 Dissolve for the year - -118 Allocation for the year 484 449 CLOSING BALANCE 2 135 1 651 34. Equity capital 34.1 Share capital The number of shares in the Parent Company after reverse split and split is 205 381 004, with a quotient value of SEK 0,7275. Quotient value is defined as share capital divided by number of shares. 34.2 Retained profit or loss Retained earnings consist of profit earned from the current and previous financial years. Dividend is recognized as a deduction from retained earnings. The amount of dividend proposed to be distributed is recognized as a liability after it has been approved by the Annual General Meeting. 34.3 Other contributed capital Other contributed capital essentially consists of paid premiums. The premium is the difference between the subscription price and the quotient value of Norion’s shares in the event of a new issue. Deductions are made for transaction expenses in connection with a new share issue. 34.4 Translation reserve The translation reserve consists of unrealized exchange rate effects that arise as a result of the translation of foreign entities into the presentation currency. 34.5 Changes in equity See the statement of changes in equity for details on changes in equity during the year. Annual Report 2025 Norion Bank Group 92 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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35. Financial instruments at fair value The tables below contain financial instruments recognized at fair value broken down by level. When determining fair values for finan- cial instruments, different methods are used depending on the degree of observability of market data in the measurement and mar - ket activity. The methods are divided into three different levels: Level 1: Quoted market values Unadjusted quoted market values of identical financial asset or debt instruments in active markets where quoted prices are readily available and represent current and regular market trans- actions between independent parties. Level 2: measurement technique based on observable inputs For Level 2 measurement techniques, all material inputs in the valuation models are observable either directly or indirectly. Lev- el 2 measurement techniques include discounted cash flows, option measurement models, recent trans actions, and prices of other instruments that are pre dominantly similar Level 3: Measurement technique with significant non-observable input For level 3 measurement techniques, there is a significant amount of input that is not observable. These techniques are generally based on extrapolation from observable inputs from equivalent instruments, analysis of historical data or other ana- lytical techniques. Significant transfers and reclassifications between levels Transfers between different levels of the hierarchy may take place where there are indications that market conditions have changed. The following table shows the Group’s financial assets and liabil- ities measured at fair value at December 31, 2024. Group and Parent Company Assets Dec 31, 2025 SEKm Level 1 Level 2 Level 3 Total Financial assets measured at fair value through profit or loss Derivative instruments - 5 - 5 Treasury bills and other bills eligible for refinancing with central banks, etc. 2 974 - - 2 974 Bonds and other interest-bearing securities 6 693 - - 6 693 Shares and participating interests 8 5 666 679 Total financial assets 9 676 10 666 10 351 Liabilities Dec 31, 2025 SEKm Level 1 Level 2 Level 3 Total Financial liabilities measured at fair value through profit or loss Derivative instruments - - - - Other financial liabilities - - - - Total financial liabilities - - - - Norion Bank Group Annual Report 2025 93 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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36. Classification of financial assets and liabilities, cont. The following table shows the Group’s financial assets and liabilities measured at fair value at December 31, 2023. Group and Parent Company Assets Dec 31, 2024 SEKm Level 1 Level 2 Level 3 Total Financial assets measured at fair value through profit or loss Derivative instruments - 12 - 12 Treasury bills and other bills eligible for refinancing with central banks, etc. 3 807 - - 3 807 Bonds and other interest-bearing securities 4 687 - - 4 687 Shares and participating interests - 5 759 764 Total financial assets 8 494 16 759 9 270 Liabilities Dec 31, 2024 SEKm Level 1 Level 2 Level 3 Total Financial liabilities measured at fair value through profit or loss Derivative instruments - - - - Other financial liabilities - - - - Total financial liabilities - - - - FINANCIAL INSTRUMENTS LEVEL 3 Group and Parent Company SEKm Dec 31, 2025 Dec 31, 2024 OPENING BALANCE 759 659 Acquisition - 62 Divestment -61 - Remeasurement -32 38 CLOSING BALANCE 666 759 Financial instruments in Level 3 refer to investments in unlisted companies and funds. Norion Bank uses different measurement tech- niques depending on available data. The investment portfolio is measured quarterly in accordance with IPEV guidelines and primarily following an external measurement where a transaction in the company has been made in the past 12 months with at least one ex - ternal party. If such measurement is not possible, or if there are objective reasons to do so, as a secondary option, an internal mea- surement is made based on assumed, discounted cash flow. Annual Report 2025 Norion Bank Group 94 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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36. Classification of financial assets and liabilities Financial instruments reported at amortized cost consist essentially of loans, deposits and borrowings, issued securities, and a limit - ed portion of Norion Bank’s liquidity portfolio. For the subcategories of loans and deposits, these predominantly consist of liabilities and receivables at variable interest rates with short maturities, which leads to the reported value being considered an acceptable estimate of fair value. The following table shows the group’s financial assets and liabilities measured at fair value as of December 31, 2024. The following table shows the Group’s financial assets and liabilities measured at fair value at December 31, 2024. Group and Parent Company SEKm Dec 31, 2025 Assets Mandatorily measured at fair value through profit or loss Amortized cost Total Carrying amount Fair value Treasury bills and other bills eligible for refinancing with central banks, etc. 2 974 1 094 4 068 4 065 Loans to credit institutions - 4 704 4 704 4 704 Loans to the public - 49 675 49 675 49 675 Bonds and other interest-bearing securities 6 693 1 164 7 857 7 857 Shares and participating interests 679 - 679 679 Derivatives 5 - 5 5 Other assets - 84 84 84 Total 10 351 56 722 67 072 67 069 Non-financial assets - - 454 - Total assets 10 351 56 722 67 527 67 069 Group and Parent Company SEKm Dec 31, 2025 Liabilities Mandatorily measured at fair value through profit or loss Amortized cost Total Carrying amount Fair value Deposits and borrowings from the public - 53 121 53 017 53 017 Debt securities in issue - 2 896 2 917 2 917 Other liabilities - 333 333 333 Total - 56 350 56 267 56 267 Non-financial liabilities - - 1 283 - Total liabilities - 56 350 57 550 56 267 1) Loans to credit institutions related to the parent company amount to SEK 4 703 million as of December 31, 2025. 2) Non-financial liabilities related to the parent company amount to SEK 846 (1 496) million as of December 31, 2025. Norion Bank Group Annual Report 2025 95 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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The following table shows the Group’s financial assets and liabilities measured at December 31, 2023. Group and Parent Company SEKm Dec 31, 2024 Assets Mandatorily measured at fair value through profit or loss Amortized cost Total carrying amount Fair value Treasury bills and other bills eligible for refinancing with central banks, etc. 3 807 1 469 5 276 5 278 Loans to credit institutions - 4 164 4 164 4 164 Loans to the public - 50 286 50 286 50 286 Bonds and other interest-bearing securities 4 687 1 522 6 210 6 211 Shares and participating interests 764 - 764 764 Derivatives 12 - 12 12 Other assets 37 49 86 86 Total 9 307 57 490 66 798 66 801 Non-financial assets - - 408 - Total assets 9 307 57 490 67 206 66 764 Group and Parent Company SEKm Dec 31, 2024 Liabilities Mandatorily measured at fair value through profit or loss Amortized cost Total Carrying amount Fair value Deposits and borrowings from the public - 53 017 53 017 53 017 Debt securities in issue - 2 917 2 917 2 917 Other liabilities - 384 384 384 Total - 56 318 56 318 56 318 Non-financial liabilities - - 1 8371 - Total liabilities - 55 719 58 155 55 628 Annual Report 2025 Norion Bank Group 96 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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37. Leases Interest expense on lease liabilities are reported in Net interest income, see note 6. Depreciation and write-downs of right-of-use as - sets are reported under the item Depreciation/amortization and impairment of tangible and intangible assets in the income state - ment. Costs relating to short-term leases and lease contracts of low value are reported under Other operating expenses. IFRS 16 Leases started to be applied from quarter 3, 2022. The group’s leasing agreement has been taken over with the merger of Norion AB and consists mostly of office premises and to a lesser extent vehicles. All right-of-use assets are reported under item Tangible fixed assets and leasing liabilities under the item Other liabilities in the balance sheet. Group and Parent Company SEKm 2025 2024 Income statement Interest expense on lease liabilities -2 -2 Net income and expense attributable to lease agreements for premises & other 33 32 Amortization of right-of-use assets -31 30 Total 1 0 Group and Parent Company SEKm Dec 31, 2025 Dec 31, 2024 Balance sheet Right-of-use assets 52 72 Lease liabilities 53 74 38. Related parties Companies with significant influence or that are under significant influence of key individuals in a senior position in Norion Bank are presented below as related parties. The group of related parties includes the following companies: Fastighets AB Balder as main owner, including companies within its sphere of interest. The companies engage Norion Bank for services in corporate and real es - tate lending as well as other banking and payment services. All dealings are priced on market terms. Key individuals below refer to members of the company’s Board and executive management. For more information regarding key individuals, see Note 10. RECEIVABLES FROM AND LIABILITIES TO RELATED PARTIES Group and Parent Company Related parties Key individuals SEKm Dec 31, 2025 Dec 31, 2024 Dec 31, 2025 Dec 31, 2024 Loans to the public 1 880 2 330 0 0 of which loans with underlying collateral 1 890 2 355 - - of which credit impairment provisions stage 1 -10 -25 0 0 Other assets - - - - Total 1 880 2 330 0 0 Deposits and borrowings from the public 2 5 0 0 Debt securities in issue - - - - Other liabilities - - - - Total 2 5 0 0 Norion Bank Group Annual Report 2025 97 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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RELATED PARTIES - INCOME AND EXPENSES Group and Parent Company Related parties Key individuals SEKm 2025 2024 2025 2024 Interest income from loans to the public 124 221 0 0 Interest expens from deposits and borrowings from the public 0 0 0 0 Other income - - - - Other expenses - - - - Total 124 221 0 0 COMMITMENS Group and Parent Company Related parties Key individuals SEKm 2025 2024 2025 2024 Unutilized credit limits 60 406 0 0 Total 60 406 0 0 39. Pledged assets, contingent liabilities and commitments PLEDGED ASSETS Group and Parent Company SEKm Dec 31, 2025 Dec 31, 2024 Floating charges 1) None None Total None None 1) Relates to collateral for unused credit facilities. CONTINGENT LIABILITIES Group and Parent Company SEKm Dec 31, 2025 Dec 31, 2024 Contingent liabilities None1) None1) Total None None COMMITMENTS Group and Parent Company SEKm Dec 31, 2025 Dec 31, 2024 Unutilized credit limits 13 328 5 974 Other commitments 154 163 Total 13 482 6 137 of which Stage 1 13 165 6 064 of which Stage 2 162 73 of which Stage 3 - - Summa 13 328 6 137 The outstanding commitments of 5 583 (2 517) SEKm have a maturity of less than 12 months and 7 745 (3 620)SEKm have a maturity of over a year. AML investigation 1) The Swedish Financial Supervisory Authority has, after the end of the year, requested a statement from Norion Bank as a continuation of the previously initiated investigation regar - ding compliance with anti-money laundering regulations, which was initiated in May 2023 towards Norion Bank and a couple of other market participants. Norion Bank commen- ted on the matter on February 21, 2025. At the time of finalizing the annual report, it is still not known when the ongoing investigation is expected to be completed and its outcome remains unclear. It is therefore not possible to provide a reliable estimate of any potential penalty or sanction fee. Annual Report 2025 Norion Bank Group 98 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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40. Proposed allocation of profits The following profits of Norion Bank AB according to the balance sheet are at the disposal of the Annual General Meeting: SEK Retained earnings 6 421 626 475 Net profit for the year 1 053 904 961 Total 7 475 531 436 The Board proposes that, following approval of the balancesheet of Norion Bank AB for the financial year 2025, the Annual General Meeting should distribute the earnings as follows: SEK Carried forward 7 475 531 436 Total 7 475 531 436 41. Significant events after the end of the financial year At an Extraordinary General Meeting on 13 February 2026, it was resolved to reduce the share capital through the cancellation of shares repurchased during 2025. The purpose of the proposal was to reduce the number of treasury shares in order to provide the bank with greater flexibility in establishing any new share repurchase programs during 2026. On 7 April 2026, Norion Bank acquired a controlling interest in Consensus Asset Management AB and following the acquisition, holds 94,5% of the total number of issued and outstanding shares. The consideration transferred in respect of the acquired shares amounted to SEK 162 million. The adjusted equity of Consensus Asset Management AB as at 31 December 2025 amounted to SEK 84 million. Norion Bank’s preliminary assessment is that the majority of the excess value arising on acquisition will be recognised as goodwill. Norion Bank Group Annual Report 2025 99 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Signatures of the Board of Directors and the CEO The Board of Directors and CEO certify that the consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the EU and provide a true and fair view of the Group’s position and performance. The Annual Report has been prepared in accordance with generally accepted accounting principles and provides a true and fair view of the Parent Company’s position and performance. The Directors’ Report for the Group and the Parent Company provides a true and fair overview of the development of the Group’s and Parent Company’s operations, position and performance and describes significant risks and uncertainty factors faced by the Parent Company and the companies included in the Group. The annual report and sustainability report and the consolidated financial statements were approved for publication by the Board on April 8, 2026. The annual report also contains the Group's and Parent Company's sustainability reporting in accordance with Chapter 6, Section 12 of the Annual Accounts Act, in accordance with the previous wording that applied before 1 July 2024 , on pages 120-126. Gothenburg, April 8, 2026 Erik Selin Chairman of the Board Per Lindblad Board member Bengt Edholm Board member Marie Osberg Board member Arian Falck Raoof Board member Martin Nossman CEO Our audit report was submitted on April 9, 2026 Ernst & Young AB Mona Alfredsson Authorized public accountant Annual Report 2025 Norion Bank Group 100 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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101 Annual Report 2025 Norion Bank Group CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Auditor’s report To the general meeting of the shareholders of Norion Bank AB (publ), corporate identity number 556597-0513 REPORT ON THE ANNUAL ACCOUNTS AND CONSOLIDATED ACCOUNTS Opinions We have audited the annual accounts and consolidated ac - counts of Norion Bank AB (publ) for the year 2025 with the ex - ception of the Corporate Governance Report and the Sustain- ability Report on pages 106-117 respectively 120-126. The annual accounts and consolidated accounts of the company are in- cluded on pages 41-100 in this document. In our opinion, the annual accounts have been prepared in ac- cordance with the Annual Accounts Act for Credit Institutions and Securities Companies and present fairly, in all material respects, the financial position of the parent company as of 31 December 2025 and its financial performance and cash flow for the year then ended in accordance with the Annual Accounts Act for Credit Institutions and Securities Companies. The consolidated accounts have been prepared in accordance with the Annual Ac- counts Act for Credit Institutions and Securities Companies and present fairly, in all material respects, the financial position of the group as of 31 December 2025 and their financial performance and cash flow for the year then ended in accordance with Inter- national Financial Reporting Standards (IFRS), as adopted by the EU, and the Annual Accounts Act for Credit Institutions and Secu- rities Companies. Our statements do not include the Corporate Governance Re- port and the Sustainability Report on pages 106-117 respectively 120-126. The statutory administration report is consistent with the other parts of the annual accounts and consolidated accounts. We therefore recommend that the general meeting of share- holders adopts the income statement and balance sheet for the parent company and the group. Our opinions in this report on the annual accounts and con- solidated accounts are consistent with the content of the addi- tional report that has been submitted to the parent company’s audit committee in accordance with the Audit Regulation (537/2014) Article 11. Basis for Opinions We conducted our audit in accordance with International Stan- dards on Auditing (ISA) and generally accepted auditing stan- dards in Sweden. Our responsibilities under those standards are further described in the Auditor’s Responsibilities section. We are independent of the parent company and the group in accor - dance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements. This includes that, based on the best of our knowledge and belief, no prohibited services referred to in the Audit Regulation (537/2014) Article 5.1 have been provided to the audited company or, where applicable, its parent compa- ny or its controlled companies within the EU. We believe that the audit evidence we have obtained is suffi- cient and appropriate to provide a basis for our opinions. Key Audit Matters Key audit matters of the audit are those matters that, in our pro - fessional judgment, were of most significance in our audit of the annual accounts and consolidated accounts of the current peri- od. These matters were addressed in the context of our audit of, and in forming our opinion thereon, the annual accounts and consolidated accounts as a whole, but we do not provide a sep - arate opinion on these matters. For each matter below, our de - scription of how our audit addressed the matter is provided in that context. Provisioning for expected credit losses Detailed disclosures and a description of the area are provided in the annual report. Credit risk exposures and their management are described in Note 3, section Credit Risk. The Bank’s recognised credit losses are specified in Note 13, and the recognised loss allowance is specified in Notes 19 and 20. Off-balance-sheet commitments are specified in Note 39. Accounting policies relevant to this area are described in Note 2 under section 6.4 Impairment of financial assets. Key estimates and judgements are described in Note 2 under section 18 Estimates and significant judgements.. Description As of 31 December 2025, lending to the public amounts to SEK 49,675 million in the Group, corresponding to 74% of total assets. Lending to the public comprises gross outstanding receivables amounting to SEK 54,940 million. Off-balance-sheet commitments consist of undrawn credit facili- ties amounting to SEK 13,328 million. The allowance for expected credit losses related to lending to the public amounts to SEK 5,265 million. Norion Bank’s credit loss provisioning model is based on IFRS 9 and entails that lending to the public is classified into three stages, depen- ding on the degree of credit deterioration. In Stage 1, the allowance cor - responds to expected credit losses over the next 12 months. In Stages 2 and 3, the allowance corresponds to expected credit losses over the en- tire remaining lifetime. The loss allowance shall be measured in a manner that reflects an unbiased and probability-weighted amount, determined by evaluating a range of possible outcomes and based on past events, current condi- tions, and forecasts of future economic conditions. The provisioning mo - del requires Norion Bank to make judgements and assumptions, for ex- ample regarding criteria for identifying a significant increase in credit risk and methods for calculating expected credit losses. Given the complexi- ty of the calculations and the need for management judgement and as - sumptions, the allowance for expected credit losses has been conside - red an area of particular significance. How our audit addressed this key audit matter We have obtained an understanding of and tested the design of key controls within the lending process. We have also assessed the models used, including assumptions and parameters, and tested the functionality of the models. Our review of parameters included probability of default, loss given default, exposure at default, and stage allocation, including pa- rameters used to identify a significant increase in credit risk at counter- party level. Furthermore, we have reviewed data inputs from underlying systems used in the models. For loans subject to individual assessment by Norion, we reviewed and assessed, on a sample basis, the provisioning of individual credit ex- posures based on available information regarding the specific exposure and related collateral. Furthermore, we assessed Norion’s initial and current credit ratings for a sample of corporate loans and performed an analysis of risk ratings for consumer loans. We have reviewed the model validations performed during the year. We have assessed the reasonableness of the manual adjustments to the credit loss provisioning model applied by Norion. In our audit, we have involved internal specialists in the audit proce- dures performed. We have reviewed the disclosures provided in the financial state- ments relating to expected credit losses. Annual Report 2025 Norion Bank Group 102 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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We have fulfilled the responsibilities described in the Audi- tor’s responsibilities for the audit of the financial statements section of our report, including in relation to these matters. Ac - cordingly, our audit included the performance of procedures de - signed to respond to our assessment of the risks of material misstatement of the financial statements. The results of our au- dit procedures, including the procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying financial statements. Other Information than the annual accounts and consolidated accounts This document also contains other information than the annual accounts and consolidated accounts and is found on pages 1-40 & 120-130. The other information also consists of the remu- neration report that we obtained prior to the date of this audit report. The Board of Directors and the Managing Director are responsible for this other information. Our opinion on the annual accounts and consolidated ac - counts does not cover this other information and we do not ex - press any form of assurance conclusion regarding this other information. In connection with our audit of the annual accounts and con- solidated accounts, our responsibility is to read the information identified above and consider whether the information is materi- ally inconsistent with the annual accounts and consolidated ac - counts. In this procedure we also take into account our knowl- edge otherwise obtained in the audit and assess whether the information otherwise appears to be materially misstated. If we, based on the work performed concerning this informa- tion, conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of the Board of Directors and the Managing Director The Board of Directors and the Managing Director are responsible for the preparation of the annual accounts and consolidated ac- counts and that they give a fair presentation in accordance with the Annual Accounts Act for Credit Institutions and Securities Companies and, concerning the consolidated accounts, in accor- dance with IFRS as adopted by the EU. The Board of Directors and the Managing Director are also responsible for such internal control as they determine is necessary to enable the preparation of annual accounts and consolidated accounts that are free from material misstatement, whether due to fraud or error. In preparing the annual accounts and consolidated accounts, The Board of Directors and the Managing Director are responsible for the assessment of the company’s and the group’s ability to continue as a going concern. They disclose, as applicable, mat- ters related to going concern and using the going concern basis of accounting. The going concern basis of accounting is however not applied if the Board of Directors and the Managing Director intends to liquidate the company, to cease operations, or has no realistic alternative but to do so. The Audit Committee shall, without prejudice to the Board of Director’s responsibilities and tasks in general, among other things oversee the company’s financial reporting process. Auditor’s responsibility Our objectives are to obtain reasonable assurance about whether the annual accounts and consolidated accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinions. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and generally accepted auditing standards in Sweden will always detect a material misstatement when it exists. Misstate - ments can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be ex - pected to influence the economic decisions of users taken on the basis of these annual accounts and consolidated accounts. As part of an audit in accordance with ISAs, we exercise pro - fessional judgment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the annual accounts and consolidated accounts, whether due to fraud or error, design and perform audit procedures respon- sive to those risks, and obtain audit evidence that is suffi- cient and appropriate to provide a basis for our opinions. 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 omissions, misrepresen- tations, or the override of internal control. • Obtain an understanding of the company’s internal control relevant to our 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 compa- ny’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the Board of Directors and the Manag- ing Director. • Conclude on the appropriateness of the Board of Directors’ and the Managing Director’s use of the going concern basis of accounting in preparing the annual accounts and consoli- dated accounts. We also draw a conclusion, based on the audit evidence obtained, as to whether any material uncer - tainty exists related to events or conditions that may cast significant doubt on the company’s and the group’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 annual ac - counts and consolidated accounts or, if such disclosures are inadequate, to modify our opinion about the annual accounts and consolidated accounts. 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 a company and a group to cease to continue as a going con- cern. • Evaluate the overall presentation, structure and content of the annual accounts and consolidated accounts, including the disclosures, and whether the annual accounts and con- solidated accounts represent the underlying transactions and events in a manner that achieves fair presentation. • Plan and perform the group audit to obtain sufficient and ap - propriate audit evidence regarding the financial information of the entities or business units within the group as a basis for forming an opinion on the consolidated accounts. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our opinions. Norion Bank Group Annual Report 2025 103 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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We must inform the Board of Directors of, among other matters, the planned scope and timing of the audit. We must also inform of significant audit findings during our audit, including any sig- nificant deficiencies in internal control that we identified. We must also provide the Board of Directors with a state - ment that we have complied with relevant ethical requirements regarding independence, and to communicate with them all re - lationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or related 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 annual accounts and consolidated accounts, in- cluding the most important assessed risks for material misstate - ment, and are therefore the key audit matters. We describe these matters in the auditor’s report unless law or regulation precludes disclosure about the matter. Report on other legal and regulatory requirements Report on the audit of the administration and the pro - posed appropriations of the company’s profit or loss Opinions In addition to our audit of the annual accounts and consolidated accounts, we have also audited the administration of the Board of Directors and the Managing Director of Norion Bank AB (publ) for the year 2025 and the proposed appropriations of the com- pany’s profit or loss. We recommend to the general meeting of shareholders that the profit be appropriated (loss be dealt with) in accordance with the proposal in the statutory administration report and that the members of the Board of Directors and the Managing Direc - tor be discharged from liability for the financial year. Basis for opinions We conducted the audit in accordance with generally accepted auditing standards in Sweden. Our responsibilities under those standards are further described in the Auditor’s Responsibilities section. We are independent of the parent company and the group in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is suffi- cient and appropriate to provide a basis for our opinions. Responsibilities of the Board of Directors and the Managing Director The Board of Directors is responsible for the proposal for appro - priations of the company’s profit or loss. At the proposal of a dividend, this includes an assessment of whether the dividend is justifiable considering the requirements which the company’s and the group’s type of operations, size and risks place on the size of the parent company’s and the group’s equity, consolida- tion requirements, liquidity and position in general. The Board of Directors is responsible for the company’s orga- nization and the administration of the company’s affairs. This in- cludes among other things continuous assessment of the com- pany’s and the group’s financial situation and ensuring that the company’s organization is designed so that the accounting, management of assets and the company’s financial affairs oth- erwise are controlled in a reassuring manner. The Managing Di- rector shall manage the ongoing administration according to the Board of Directors’ guidelines and instructions and among other matters take measures that are necessary to fulfill the compa- ny’s accounting in accordance with law and handle the man- agement of assets in a reassuring manner. Auditor’s responsibility Our objective concerning the audit of the administration, and thereby our opinion about discharge from liability, is to obtain audit evidence to assess with a reasonable degree of assurance whether any member of the Board of Directors or the Managing Director in any material respect: • has undertaken any action or been guilty of any omission which can give rise to liability to the company, or • in any other way has acted in contravention of the Companies Act, the Banking and Financing Business Act, the Annual Accounts Act for Credit Institutions and Securities Companies or the Articles of Association. Our objective concerning the audit of the proposed appropria- tions of the company’s profit or loss, and thereby our opinion about this, is to assess with reasonable degree of assurance whether the proposal is in accordance with the Companies Act. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with gener - ally accepted auditing standards in Sweden will always detect actions or omissions that can give rise to liability to the compa- ny, or that the proposed appropriations of the company’s profit or loss are not in accordance with the Companies Act. As part of an audit in accordance with generally accepted auditing standards in Sweden, we exercise professional judg- ment and maintain professional scepticism throughout the au- dit. The examination of the administration and the proposed ap - propriations of the company’s profit or loss is based primarily on the audit of the accounts. Additional audit procedures per - formed are based on our professional judgment with starting point in risk and materiality. This means that we focus the exam- ination on such actions, areas and relationships that are material for the operations and where deviations and violations would have particular importance for the company’s situation. We ex - amine and test decisions undertaken, support for decisions, ac - tions taken and other circumstances that are relevant to our opinion concerning discharge from liability. As a basis for our opinion on the Board of Directors’ proposed appropriations of the company’s profit or loss we examined whether the proposal is in accordance with the Companies Act. The auditor’s examination of the ESEF report Opinions In addition to our audit of the annual accounts and consolidated accounts, we have also examined that the Board of Directors and the Managing Director have prepared the annual accounts and consolidated accounts in a format that enables uniform electronic reporting (the Esef report) pursuant to Chapter 16, Section 4(a) of the Swedish Securities Market Act (2007:528) for Norion Bank AB (publ) for the financial year 2025. Our examination and our opinion relate only to the statutory requirements. In our opinion, the ESEF report has been prepared in a format that, in all material respects, enables uniform electronic reporting. Annual Report 2025 Norion Bank Group 104 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Basis for opinion We have performed the examination in accordance with FAR’s recommendation RevR 18 Examination of the ESEF report. Our responsibility under this recommendation is described in more detail in the Auditors’ responsibility section. We are independent of Norion Bank AB (publ) in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethi- cal responsibilities in accordance with these requirements. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Responsibilities of the Board of Directors and the Managing Director The Board of Directors and the Managing Director are responsi- ble for the preparation of the Esef report in accordance with Chapter 16, Section 4(a) of the Swedish Securities Market Act (2007:528), and for such internal control that the Board of Direc - tors and the Managing Director determine is necessary to pre - pare the Esef report without material misstatements, whether due to fraud or error. Auditor’s responsibility Our responsibility is to obtain reasonable assurance whether the Esef report is in all material respects prepared in a format that meets the requirements of Chapter 16, Section 4(a) of the Swedish Securities Market Act (2007:528), based on the proce - dures performed. RevR 18 requires us to plan and execute procedures to achieve reasonable assurance that the Esef report is prepared in a format that meets these requirements. Reasonable assurance is a high level of assurance, but it is not a guarantee that an engagement carried out according to RevR 18 and generally accepted auditing standards in Sweden will always detect a material misstatement when it exists. Mis - statements 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 the Esef report. The firm applies ISQM 1 Quality Management for Firms that perform audits and reviews of financial statements and other assurance engagements and related services that require the firm to design, implement and operate a quality management system, including policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. The examination involves obtaining evidence, through various procedures, that the Esef report has been prepared in a format that enables uniform electronic reporting of the annual and con- solidated accounts. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of ma- terial misstatement in the report, whether due to fraud or error. In carrying out this risk assessment, and in order to design audit procedures that are appropriate in the circumstances, the audi- tor considers those elements of internal control that are relevant to the preparation of the Esef report by the Board of Directors and the Managing Director, but not for the purpose of express - ing an opinion on the effectiveness of those internal controls. The examination also includes an evaluation of the appropriate - ness and reasonableness of assumptions made by the Board of Directors and the Managing Director. The procedures mainly include a technical validation of the Esef report, i.e. if the file containing the Esef report meets the technical specification set out in the Commission’s Delegated Regulation (EU) 2019/815 and a reconciliation of the Esef report with the audited annual accounts and consolidated accounts. Furthermore, the procedures also include an assessment of whether the Esef report has been marked with iXBRL which en- ables a fair and complete machine-readable version of the con- solidated statement of financial performance, financial position, changes in equity and cash flow. Ernst & Young AB, Box 7850, 111 44 Stockholm, was appointed Norion Bank AB (publ)’s auditor by the Annual General Meeting on May 6, 2025 and has been the company’s auditor since April 24, 2018. Stockholm April 9, 2026 Ernst & Young AB Mona Alfredsson Authorized Public Accountant Norion Bank Group Annual Report 2025 105 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Corporate Governance Report Norion Bank AB (“Norion Bank” or “the Bank”) is a Swedish public limited liability company based in Gothenburg, Sweden. The com- pany’s securities are listed on Nasdaq Stockholm. Norion Bank conducts regulated operations and also has two branches, in Finland and Norway. Overall corporate governance structure The importance of corporate governance Sound corporate governance forms the foundation for a trust - worthy relationship with shareholders and other key stakehold- ers in the bank’s external environment and is of decisive impor - tance for achieving effective and appropriate management of the bank. A robust framework and effective tools for internal governance and control, as well as risk management, are es - sential for sound corporate governance. The sustainability framework, which forms part of the bank’s overall corporate governance, is described in more detail on pages 30–39 and 120–126. Regulatory framework As a Swedish public limited company with shares listed on Nas - daq Stockholm, the bank is subject to an extensive regulatory framework. The key governing corporate governance regulations include: • The Swedish Companies Act • The Swedish Banking and Financing Business Act • The Swedish Securities Market Act • The Swedish Act on Penalties for Market Abuse in the Securities Market • The Anti-Money Laundering and Counter-Terrorist Financing Act • The Swedish Annual Accounts Act • The Nasdaq Stockholm’s Rulebook for Issuers • The Swedish Corporate Governance Code (“the Code”) • Regulations and guidelines issued by the Swedish Financial Supervisory Authority and other authorities The bank must also comply with extensive regulations adopted at EU level, including among others: • The regulation of the European Parliament and of the Council on prudential requirements for credit institutions and invest - ment firms (“CRR”) • Directive 2013/36/EU of the European Parliament and of the Council on prudential requirements for credit institutions and investment firms (“CRD”) • The regulation of the European Parliament and of the Council on market abuse (“MAR”) • The regulation of the European Parliament and of the Council on data protection (“GDPR”) • The regulation on digital operational resilience (“DORA”) • Regulations and guidelines issued by the European Banking Authority (EBA) To ensure effective internal governance and control, the bank has established a framework of internal rules and processes that supplement applicable external regulations. Through inter - nal and external regulations, responsibility for governance, con- trol and follow-up of the operations is distributed between the shareholders, the Board of Directors and the CEO. The internal regulatory framework includes, among others, the following governing documents adopted by the Board of Directors: • Rules of procedure for the Board of Directors and its committees • Instructions for the CEO • Instructions for internal audit and control functions External audit The Audit Committee The Remuneration Committee Credit Committee Risk and Compliance Committee Shareholders and Annual General Meeting Senior management CEO Nomination Committee Compliance functionRisk control function Internal audit The Board of Directors Annual Report 2025 Norion Bank Group 106 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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• Internal Governance and Control Policy • Risk Policy • Credit Policy • Treasury Policy • Anti-Money Laundering and Counter-Terrorist Financing Policy • Conflict of Interest Policy • Remuneration Policy • Anti-Corruption Policy • Board Diversity Policy • Policy for suitability assessment of the Board and senior executives • Sustainability Policy The Corporate Governance Report has been prepared in accor- dance with the Swedish Annual Accounts Act and the Code. The purpose of the Code is to strengthen confidence in Swedish list- ed companies by promoting positive development in corporate governance in such companies. The Code complements legisla- tion and other regulations by specifying a standard for good cor- porate governance. This standard is not mandatory but may be deviated from on individual points, provided that the bank reports the alternative solution and the reasons for it for each deviation. In the opinion of the Board of Directors, Norion Bank complied with the Code in all respects during 2025 and therefore has no deviations to report. According to the Board’s assessment, there have also been no breaches of Nasdaq Stockholm’s Rulebook for Issuers or of generally accepted practices in the stock market. Shareholders and voting rights At the end of 2025, Norion Bank had approximately 8,700 sharehold- ers according to the share register maintained by Euroclear Sweden. Norion Bank’s largest shareholder is Fastighets AB Balder, which at the end of 2025 held approximately 44% of the share capital and voting rights. Norion Bank’s second largest share - holder, Erik Selin, held approximately 20% of the share capital and voting rights at the end of 2025. The ten largest shareholders accounted for approximately 81% of the share capital and voting rights at the end of 2025. As of 31 December 2025, the share capital amounted to SEK 149,422,000, divided into 205,381,004 ordinary shares. Norion Bank has one (1) class of shares, where each share entitles the holder to one vote at the General Meeting. Shareholders at December 31, 2025 % Fastighets AB Balder 44.1 Erik Selin 20.0 State Street Bank and Trust Company 6.6 Provobis Holding AB 3.1 JME Invest AB 2.0 Helichrysum Gruppen AB 1.0 Brunnudden Kapital AS 1.0 The Bank Of New York Mellon SA/NV 0.9 JP Morgan Chase Bank 0.9 Avanza 0.9 Other shareholders 19.5 Total 100.0% – of which shares are held by Norion Bank 7.6 General Meeting Shareholders exercise their influence through participation in the General Meeting, which is the bank’s highest decision-mak - ing body. An Extraordinary General Meeting may be held if the Board of Directors considers that there are grounds for doing so, or if the bank’s auditor or shareholders representing at least 10% of all shares in Norion Bank request it. In accordance with the Swedish Companies Act and the Ar - ticles of Association, the General Meeting elects the Board of Directors and also appoints the bank’s auditor. The Articles of Association contain no provisions regarding amendments to the Articles of Association or the dismissal of Board members. Nor are there any restrictions in the Articles of Association regarding the number of votes that each shareholder or proxy may cast at a General Meeting. The Annual General Meeting (AGM) is held in Gothenburg within six months of the end of each financial year. Notice of the AGM shall be issued no earlier than six weeks and no later than four weeks before the AGM. Shareholders’ right to participate in the AGM is governed by the Swedish Companies Act and the Articles of Association. Shareholders who wish to have a matter considered at the AGM may submit proposals to the bank. Decisions at the AGM are normally taken by simple majority, meaning more than half of the votes cast. However, the Swedish Companies Act stipulates that certain matters require a larger majority of the votes cast. At the Annual General Meeting, resolutions are adopted con- cerning, among other things: • adoption of the income statement and balance sheet, • allocation of the bank’s profit or loss, • discharge from liability for the Board of Directors and the CEO, • determination of the number of Board members and auditors, • determination of fees for Board members and auditors, • election of Board members, the Chairman of the Board and auditors, • as well as other matters to be addressed by the Meeting un- der the Swedish Companies Act or the Articles of Association. Annual General Meeting 2025 At Norion Bank’s Annual General Meeting on 6 May 2025, 124 shareholders were represented, corresponding to holdings rep - resenting 83.1% of the total number of shares and votes in Nori- on Bank. The complete minutes from the bank’s AGM are avail- able on the bank’s website. The AGM resolved on: • adoption of the income statements and balance sheets for Norion Bank and the Group, • allocation of the bank’s result in accordance with the adopt - ed balance sheet, • discharge from liability for the Board of Directors and the CEO, • determination of the number of Board members and auditors, • determination of fees to the Board of Directors and the auditors, • election of the Board of Directors, the Chairman of the Board and the auditor, • adoption of guidelines for remuneration to senior executives, • approval of the remuneration report for 2024, • authorization for the Board of Directors to resolve on new share issues, and • authorization for the Board of Directors to resolve on repur - chases and transfers of the bank’s own shares. Nomination Committee In accordance with the principles adopted by the Annual Gener - al Meeting in 2024, the Nomination Committee shall be formed after the Chairman of the Board, as of the last banking day in September, has identified the three largest shareholders in Norion Bank Group Annual Report 2025 107 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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terms of voting rights in the company. These shareholders are then entitled to appoint one member each to the Nomination Committee. The three largest shareholders refer to the three largest shareholders registered and grouped by ownership in the share register maintained by Euroclear Sweden AB. If any of the three largest shareholders in terms of voting rights decline their right to appoint a member to the Nomination Committee, the next shareholder in order of size shall be given the opportunity to appoint a member. These three members shall, together with the Chairman of the Board, constitute the Nomination Committee of Norion Bank. No remuneration from the bank has been paid to the members of the Nomination Commit- tee for their work. The following persons were members of the Nomination Committee prior to the 2026 Annual General Meeting: Sharam Rahi (Chair of the Nomination Committee), appointed by Fastighets AB Balder; Jesper Mårtensson, appointed by the Erik Selin ownership group (Förvaltnings AB Färgax and Erik Selin Fastigheter AB); Christoffer Lundström, appointed by Provobis Holding AB; and Erik Selin, Chairman of the Board. The composition of the Nomination Committee complies with the requirements of the Code. Member Appointed by Independent of the company and its management Independent of the company’s major shareholders December 31, 2025, % of votes Sharam Rahi Fastighets AB Balder Yes No 44.1% Jesper Mårtensson Ownership group Erik Selin (Förvaltnings AB Färgax and Erik Selin Fastigheter AB) Yes No 17.8% Christoffer Lundström Provobis Holding AB Yes Yes 3.1% Erik Selin Chair Yes No 41.7% 1) 1) The figure includes Erik Selin’s ownership privately, through wholly owned companies, such as Förvaltnings AB Färgax and Erik Selin Fastigheter AB, and through Fastighets AB Balder and other related parties. Ahead of the Annual General Meeting, the Nomination Commit - tee proposes the Chairman of the Board and other Board mem- bers, the external auditor, and proposes fees for the Board of Directors, its committees and the external auditor. With regard to the composition of the Board, the Nomination Committee has applied Norion Bank’s Board Diversity Policy in its work. The purpose of this policy is to ensure that Norion Bank, when appointing Board members, considers a broad range of qualities and expertise and that the bank, through broader competence and experience within the Board, achieves more effective governance of the operations and more appro - priate risk management. Norion Bank has identified advantages in having a diversified Board and views broad diversity within the Board as an import - ant competitive advantage. By promoting independent opinions and critical discussion, conditions are created for long-term, sustainable and sound governance and control of the operations. Board members shall be appointed based on merit and ob - jective criteria, with due consideration given to the benefits of diversity within the Board. In the Nomination Committee’s nomi- nation process, aspects such as age, competence, industry ex - perience, education, geographical background and gender have been taken into account. The Nomination Committee’s instructions and proposals for resolutions, including a specific statement regarding the ratio - nale for the proposed Board composition ahead of the 2026 Annual General Meeting, are available on the bank’s website. Board of Directors The Board of Directors has the ultimate responsibility for Norion Bank’s organisation, management and operations. The duties of the Board are governed by the Swedish Companies Act and the Articles of Association. The Board has adopted rules of procedure governing its role and working methods. The Board has also adopted specific rules of procedure for its committees as well as instructions for the CEO, internal audit and the control functions. The Board determines financial targets and strategies, ap - points, dismisses and evaluates the CEO, ensures that effective and appropriate systems for monitoring and control of the oper - ations are in place, ensures compliance with applicable regula- tions and ensures open and accurate information disclosure. The work of the Board follows an annually adopted plan. The Chairman of the Board organises and leads the work of the Board. According to Norion Bank’s Articles of Association, the Board shall consist of not fewer than three and not more than ten members without deputies. Board members are elected by the Annual General Meeting for a term of one year at a time. There is no limitation on how long a Board member may serve. At the Annual General Meeting in 2025, the Board members Erik Selin, Bengt Edholm, Marie Osberg, Ulf Croona and Arian Fal- ck Raoof were re-elected, and Per Lindblad was elected as a new Board member. Erik Selin was elected Chairman of the Board. For a more detailed presentation of the Board members, please refer to pages 114–115. The Code stipulates that a majority of the Board members elected by the General Meeting shall be independent in relation to the company and its executive management, and that at least two of these independent members shall also be indepen- dent in relation to shareholders controlling 10% or more of the shares or voting rights in the bank. The composition of the Board meets the independence re - quirements set out in the Code. Ulf Croona left the bank’s Board at his own request with immediate effect on 11 June 2025. The Board’s work and meetings during 2025 During the year, 26 Board meetings were held, of which six were regular meetings, one was a statutory meeting and nineteen were held per capsulam. The attendance of Board members is presented in the table. Annual Report 2025 Norion Bank Group 108 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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THE BOARD OF DIRECTORS ELECTED BY THE 2025 ANNUAL GENERAL MEETING Attendance in meetings in 2025 Independent of Member Position Elected Born Board meetings Audit Committee Remuneration Committee Credit Committee Risk and Compliance Committee The company and the company’s management The company’s major shareholders Erik Selin Member 2011 1967 22/26 7/ 7 2/2 35/40 Yes No Charlotte Hybinette* Member 2019 1973 8/9 12/15 2/2 Yes Yes Bengt Edholm Member 2020 1956 25/26 6/6 Yes Yes Marie Osberg Member 2020 1960 23/26 7/ 7 6/6 Yes Yes Ulf Croona** Member 2020 1958 12/14 2/2 19/19 Yes Yes Per Lindblad*** Member 2025 1962 16/16 24/25 Yes Yes Arian Falck Raoof Member 2024 1992 26/26 4/4 Yes Yes * Charlotte Hybinette resigned from the Board of Directors at the Annual General Meeting on May 6, 2025. ** Ulf Croona resigned from the Board of Directors on June 11, 2025. *** Per Lindblad was elected as a member of the Board of Directors at the Annual General Meeting on May 6, 2025. Evaluation of the Board To improve the work of the Board and facilitate the work of the Nomination Committee in evaluating the appropriate size and com- position of the Board, an annual Board evaluation is carried out. The Board applies a method of annual self-evaluation con- sisting of a structured written process followed by discussions within the Board. Through this process, the work and methods of the Board, the Chairman of the Board and the committees are evaluated. The Chairman of the Board is responsible for the evaluation, and the results are presented to and discussed within both the Board and the Nomination Committee. The Board’s work during the year is considered to have func - tioned very well. Board Committees To prepare matters for the Board and allow for in-depth work within specific areas, the Board has established four committees. The Audit Committee, the Risk and Compliance Committee, the Remuneration Committee and the Credit Committee were appointed by Norion Bank’s Board in connection with the statuto- ry Board meeting on 7 May 2025. The committees assist the Board by preparing matters for Board decisions. With the exception of the Credit Committee, which has been granted authority by the Board to make credit decisions in accordance with the established Credit Policy, the committees do not have independent decision-making authority but act solely in a preparatory capacity and make recommenda- tions to the Board. All committee minutes and all materials prepared by the com- mittees are available to the entire Board, and the committees re- port continuously on their work to the Board. The Board’s committees are evaluated annually by the Board as a whole in accordance with the Board’s annual cycle. Audit Committee To assist the Board in its oversight of audit-related matters, the Board has established an Audit Committee. Without affecting the Board’s responsibilities and duties, the Committee shall ensure the fulfilment of the Board’s supervisory responsibility regarding satisfactory control of risk management related to financial reporting, sustainability reporting, accounting and financial reporting. The Committee shall evaluate the reliability, effectiveness and internal control relating to financial reporting, including sus - tainability reporting, and ensure that the external auditors per - form their work effectively and independently. The Committee shall particularly contribute to high-quality fi- nancial and sustainability-related reporting and to maintaining the market’s confidence in Norion Bank. Furthermore, the Committee shall ensure a qualified, efficient and independent external and internal audit of Norion Bank and ensure that effective communication is maintained between the Board and the external and internal auditors. The Committee is also responsible for assisting the Nomina- tion Committee with proposals regarding the election of exter - nal auditors and auditor remuneration. The Audit Committee shall consist of at least two members appointed from among the members of the Board. The Board appoints one of the members as Chair of the Audit Committee. During 2025, the Audit Committee consisted of Erik Selin (Chair of the Audit Committee) and Marie Osberg. The Audit Committee held seven meetings during 2025. Remuneration Committee To assist the Board in matters relating to remuneration, the Board has established a Remuneration Committee. Without affecting the Board’s responsibilities and duties, the Committee shall prepare the Board’s decisions on principles for remuneration, remuneration and other employment terms for the CEO, Deputy CEO and all members of the executive man- agement team. The Committee shall also monitor and evaluate ongoing and completed variable remuneration programmes for the executive management team where applicable. In addition, the Committee shall monitor and evaluate the application of the guidelines for remuneration to senior executives adopted by the Annual Gen- eral Meeting in accordance with law, as well as monitor and evaluate remuneration structures and remuneration levels within the Bank. The Committee shall consist of at least two members of the Board. During 2025, the Remuneration Committee consisted of Erik Selin (Chair of the Committee) and Ulf Croona until 11 June 2025, and thereafter Per Lindblad. The Committee held two meetings during 2025. Credit Committee The Board has established a Credit Committee whose primary task is to make credit decisions in accordance with the deci- sion-making authority delegated by the Board under the estab - lished Credit Policy. Norion Bank Group Annual Report 2025 109 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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The Credit Committee also prepares credit decisions that, according to the Credit Policy, are to be decided by the Board. Other responsibilities of the Credit Committee include pre - paring governing documents within the credit area for Board de - cisions and evaluating the overall quality of the credit portfolio. The Committee also prepares matters concerning evaluation of portfolio strategies, review of the credit portfolio, evaluation of valuation and decision models, and evaluation of existing or new delegation rights. The Credit Committee meets on a regular basis. The Committee shall consist of the Chairman of the Board and at least one additional Board member. During 2025, the Credit Committee consisted of Erik Selin (Chair of the Credit Committee), Per Lindblad and Ulf Croona un- til 11 June 2025, and thereafter Erik Selin (Chair) and Per Lindblad. Risk and Compliance Committee To assist the Board of Directors in matters relating to risk and compliance, the Board has established a Risk and Compliance Committee. Without affecting the Board’s responsibilities and duties, the Committee shall prepare and follow up matters relat - ing to internal governance and control, risk management, regu- latory compliance and capitalisation. The Committee acts in a preparatory capacity and the Board makes all decisions. The Committee shall consist of at least two Board members. During 2025, the Committee consisted of Bengt Edholm (Chair of the Committee), Marie Osberg and Arian Falck Raoof. The Risk and Compliance Committee held six meetings during 2025. CEO and Executive Management Team The CEO is responsible for the day-to-day management of the bank in accordance with the Swedish Companies Act and the Board’s instructions. The CEO shall ensure that the bank’s or - ganisation and management are appropriate, and is the execu- tive ultimately responsible for ensuring that the Board’s strategic direction and other decisions adopted by the Board are imple - mented and followed up. The CEO has overall responsibility for the bank’s risk man- agement in accordance with policies and instructions adopted by the Board. The Board has adopted an instruction governing the CEO’s work and role. The CEO reports to the Board and con- tinuously submits reports regarding the bank’s development. The Board annually evaluates the CEO’s work through a structured written process followed by discussions within the Board in which the CEO does not participate. The CEO appoints an executive management team reporting directly to the CEO. As of year-end 2025, the bank’s executive management team consisted of Martin Nossman (CEO), Peter Olsson (CFO), Alexandra Kaber (COO), Tarek Omeirat (Chief Credit Officer), Jonas Björkman (Chief Information Officer), Tere - sa Åkemar (Chief HR Officer), Ken Wendelin (General Manager Real Estate), Erik Rombin (General Manager Corporate), Patrik Hankers (General Manager Consumer), David Lundqvist (General Manager Walley), Josefin Eriksson (Head of CEO Office) and An- na-Klara Heldring (Head of Compliance). CEO Committees The CEO has appointed committees to support and provide guidance to the CEO. These are the Risk Committee, the Non-Financial Risk Committee, the Asset Liability Committee (ALCO), the Ethics Committee, the Green Bond Committee, the NPL Committee, the Credit Committee, the Consumer Credit Committee and the Corporate Credit Committee. The latter holds regular meetings two days per week and the other com- mittees are convened on a regular basis. Remuneration Guidelines for remuneration to senior executives At the Annual General Meeting in 2025, guidelines for remunera- tion to senior executives were adopted, to apply until, at the lat - est, the Annual General Meeting in 2029. In accordance with the guidelines, remuneration shall consist of fixed salary, pension and other benefits. To avoid encouraging senior executives to take excessive risk, no variable remuneration is paid. Fixed remuneration shall therefore, together with pension con- tributions and non-monetary benefits, constitute the senior exec- utive’s total remuneration. In addition, the Annual General Meeting may, if resolved, offer long-term incentive programmes such as share-based or share price-related incentive programmes. Each senior executive shall be offered salary and other terms and conditions of employment that enable Norion Bank to attract and retain competent senior executives at a reasonable cost for the bank. Fixed salary shall be market-based and determined based on the level of difficulty of the position and the senior ex- ecutive’s experience, responsibility, competence and perfor- mance. Other benefits shall correspond to what may be consid- ered reasonable in relation to market practice. Senior executives shall be offered pension terms that are market-based in relation to the circumstances in the country where the senior executive is permanently resident. For senior executives, severance pay may be payable in addi- tion to fixed salary during the notice period. Fixed cash salary during the notice period and severance pay may not in aggregate exceed an amount corresponding to two years of fixed cash sal- ary for the CEO and 18 months for other senior executives. Remuneration to the Board of Directors Fees to the Board of Directors are resolved by the Annual Gener- al Meeting. At the Annual General Meeting in 2025, it was re- solved that fees to the Board, for the period until the end of the next Annual General Meeting, shall amount to SEK 750,000 to the Chairman of the Board and SEK 380,000 to each of the other Board members, as well as SEK 100,000 to each member of the Audit Committee and the Risk and Compliance Committee re - spectively, and SEK 150,000 to each member of the Credit Com- mittee. See Note 10 for remuneration to the Board of Directors. Remuneration to senior executives Total gross remuneration to the CEO and other senior execu- tives, including base salary, variable remuneration, pension con- tributions and other benefits, amounted to SEK 52,390,000 in 2025. Of the total remuneration, SEK 9,259,000 related to the CEO and SEK 43,131,000 related to other senior executives. Internal control and risk management – three lines of defence To manage risks in a satisfactory manner, it is crucial that the corporate culture and organisation are characterised by clear internal governance and control. The Board of Directors and the CEO have ultimate responsibility for ensuring that the Bank has sound internal governance and control. Norion Bank promotes an open corporate climate with high business ethics and has a whistleblowing system available through which irregularities and other misconduct can be reported. To achieve a sound control environment, Norion Bank applies the principle of three lines of defence, where each line has dif - ferent tasks but a shared responsibility for achieving sound in- ternal governance and control. The entire organisation is in- volved in this control environment. Annual Report 2025 Norion Bank Group 110 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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First line of defence – risk management in the business operations The first line of defence consists of the entire operations and all employees, except those belonging to the control functions, i.e. the second and third lines of defence. The first line of defence is led by the CEO and consists of the business-driven and opera- tional activities. Support functions are also included in the first line of defence. The first line of defence is the part of the organisation that takes risk and is therefore responsible for managing the risks that arise on a daily basis. This is done, among other things, through compliance with internal and external regulations. Second line of defence – independent control functions The second line of defence consists of the risk control function and the compliance function, which constitute independent control functions. The functions within the second line of de - fence are responsible for monitoring that the first line of de - fence complies with internal and external regulations. The independent control functions continuously monitor reg- ulatory compliance in the operations and work proactively to mi- nimise the Bank’s regulatory risks. In addition, the second line of defence shall support the first line of defence in work relating to internal governance and control and work proactively to create a sound and effective control environment in the Bank. The second line of defence is also responsible for analysing, following up and reporting the work to the Board of Directors and the CEO. Risk Control Function The Risk Control function reports directly to the CEO and con- tinuously reports to the CEO as well as regularly directly to the Board of Directors regarding the Bank’s risks. The work of the Risk Control function is based on the Bank’s overall Risk Policy adopted by the Board. The Risk Control function is responsible for ensuring that all material risks to which the Bank is exposed are identified and managed by the relevant functions within the business opera- tions. Furthermore, the function shall verify that the Bank’s inter - nal regulations regarding risk management, risk framework and risk appetite are appropriate and effective, and propose chang- es to the regulatory framework where necessary. The Risk Control function shall also support the business op - erations in implementing the requirements imposed by external regulations and continuously promote and contribute to a strong risk awareness within the organisation. The function shall report to the Board at least quarterly on the Bank’s overall risks and, in the event of identified deficien- cies, report on the measures taken. The function shall also eval- uate at least annually the process and results of the internal capital and liquidity adequacy assessment and report the out - come to the Board. Instructions for the Risk Control function and its annual plan are adopted by the Board. See also the section Financial Risk Management, Note 3. Compliance Function The Compliance function is the Bank’s function for regulatory compliance. The Compliance function reports directly to the CEO and continuously reports to the CEO as well as regularly, at least quarterly, directly to the Board. The Compliance function shall identify risks related to non-compliance in the bank’s operations and monitor that such risks are managed by the relevant functions within the business operations. The function is responsible for monitoring compliance with external and internal regulations governing the bank’s licensed operations and regularly assessing whether the bank’s proce - dures and measures for regulatory compliance are appropriate and effective. The function shall also evaluate the measures taken by the operations to remedy deficiencies in regulatory compliance and provide advice, support and training regarding internal and ex - ternal regulations. The Compliance function shall report to the CEO and to the Board regarding regulatory changes, regulatory compliance and the results of controls performed. The reporting shall follow up on previously reported material deficiencies or risks and describe any new ones identified. A consequence analysis and recom- mendation for measures shall be submitted at the same time. The function also has an overall responsibility for regulatory monitoring and the management of conflicts of interest. Instruc - tions for the Compliance function and its annual plan are adopt - ed by the Board. Third Line of Defence – Internal Audit The third line of defence consists of Internal Audit, which is an inde- pendent review function separated from the operations. The bank’s internal audit function is outsourced to the audit firm Deloitte. Internal Audit is responsible, among other things, for review - ing the work performed by the first and second lines of defence and reports regularly directly to the Board only. Internal Audit is one of the Board’s tools for fulfilling the re - quirements for sound and effective internal governance and control and regularly reviews and evaluates whether the bank’s internal governance and control are effective and appropriate. Within this framework, the function reviews and regularly evaluates the bank’s risk management, compliance with exter - nal and internal regulations, and the work performed by the oth- er two control functions. The work of Internal Audit is based on a risk analysis and the audit plan adopted annually by the Board. External Audit External Audit constitutes an independent review function of the company’s accounts and assesses whether they are, in all ma- terial respects, accurate and complete and whether they pro - vide a true and fair view of the bank’s financial position and re - sults. The external audit also reviews that the accounts have been prepared in accordance with applicable regulations. The external auditor reviews and issues an audit report on the audit of Norion Bank’s annual report, the proposed appropri- ation of Norion Bank’s profit and the administration of the Board of Directors and the CEO. The external audit also reviews the sustainability report, the corporate governance report and the digital reporting in accordance with ESEF. According to the Articles of Association, the bank shall have at least one and not more than two auditors whose mandate runs until the end of the Annual General Meeting held after the year in which the auditor was appointed. At the Annual General Meeting in 2025, the audit firm Ernst & Young AB was elected as Norion Bank’s auditor for the period until the end of the Annual General Meeting to be held in 2026. The auditor in charge is authorised public accountant Mona Alfredsson. At the Annual General Meeting in 2025, it was resolved that the auditor’s fee shall be paid in accordance with approved in- voices. For a specification of the auditor’s remuneration, see Note 11. The external auditor participated in one Board meeting to present Ernst & Young AB’s audit process in the bank and to Norion Bank Group Annual Report 2025 111 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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give Board members the opportunity to ask questions without the presence of senior executives. In addition, during 2025 the external auditor participated in five meetings with the Board’s Audit Committee. Governing Documents The bank’s governing documents constitute the bank’s internal regulations. The internal regulatory framework consists of gov - erning documents at three levels: Level 1 policies (adopted by the Board), Level 2 CEO instructions (adopted by the CEO) and Level 3 guidelines (adopted by the head of a specific business area or responsible functional manager). The purpose of the internal regulatory framework is to main- tain sound internal governance and control within the bank. The framework is based on the CEO instruction, which describes the Bank’s processes and unified structure and aims to ensure ef - fective implementation. Through this process, responsibilities within the organisation are clarified, thereby creating further conditions for the bank to comply with adopted regulations, both internal and external. Internal Control of Financial Reporting The Board of Directors has the ultimate responsibility for ensur - ing that financial reporting complies with external regulations and that internal control of financial reporting is followed up. Internal control of financial reporting forms part of the overall internal control within Norion Bank and aims to provide reason- able assurance regarding the reliability of external financial re - porting, that it complies with external regulations and that the risk of errors is minimised. Information disclosure shall be reli- able and characterised by transparency. Norion Bank’s internal control regarding financial reporting is structured as follows. The Board annually adopts rules of procedure clarifying the Board’s responsibilities and governing the allocation of respon- sibilities within the Board. The Board has appointed an Audit Committee to assist the Board in its supervisory role regarding audit matters. Without affecting the Board’s responsibilities and duties, the Audit Committee shall ensure the fulfilment of the Board’s su- pervisory responsibility regarding satisfactory control of risk management relating to financial reporting, sustainability report - ing, accounting and financial reporting. The Committee evaluates the reliability, effectiveness and in- ternal control relating to financial reporting, including sustain- ability reporting, and ensures that the external auditors perform their work effectively and independently. The Committee there - by contributes to high-quality financial and sustainability-related reporting and to maintaining market confidence in Norion Bank. The Board exercises its control by annually adopting CEO in- structions, policies and strategies. In the CEO instruction, the Board has clarified that the CEO is responsible for ensuring that financial reporting is carried out in accordance with the Board’s instructions for financial reporting. According to the Board’s instructions for financial reporting, Norion Bank’s CFO has been appointed responsible for financial reporting within the Bank. The CFO is responsible for preparing Norion Bank’s financial reports and ensuring that they are pre - pared in accordance with applicable regulations, as well as en- suring that the Board receives sufficient information to continu- ously assess Norion Bank’s financial position and otherwise fulfil its responsibilities. In addition to the policies and instructions adopted by the Board, there are further procedures, guidelines and process de - scriptions within the operations aimed at ensuring the quality of Norion Bank’s accounting and reporting. An important founda- tion of the Bank’s control environment is the organisational structure described in more detail in earlier sections of the Cor - porate Governance Report. Risk management is an integrated part of the operations and Norion Bank conducts continuous risk assessments in relation to financial reporting. Risk management aims to evaluate and limit the risks to which the Bank is exposed and ensure that these are managed in accordance with established policies and instructions. Various control activities aimed at preventing, detecting and correcting errors that may arise in accounting and reporting are carried out continuously. The financial performance of the oper - ations is continuously monitored by the organisation, partly through decentralised profit responsibility with clear guidelines and mandates and partly through the finance function’s control and monitoring activities together with the CEO and CFO. In addition to ongoing monitoring, a structured quarterly pro - cess is carried out for monitoring financial performance, in which managers responsible for results participate together with the finance function, the CEO and the CFO. Norion Bank has information and communication channels aimed at ensuring efficient and accurate disclosure in financial reporting. The finance function is responsible for ensuring that essential instructions and descriptions of procedures relating to financial reporting are available to relevant parts of the organisation. Norion Bank’s external auditor is responsible, among other things, for reviewing accounting matters that are critical for fi- nancial reporting and reporting observations to the Audit Com- mittee and the Board. In addition to the audit of the annual ac - counts, a limited review of the interim report for the period January–September is conducted, as well as a review of Norion Bank’s administration and internal control. Annual Report 2025 Norion Bank Group 112 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Board of Directors Erik Selin Chairman of the Board since 2020. Deputy Chairman since 2014. Board member since 2011. Independent in relation to the company and its management. Dependent in relation to major shareholders. Born 1967, Swedish citizen. Education Upper secondary school education. Other current assignments (selection) Board member and CEO of Fastighets AB Balder (publ), Board member of Erik Selin Fastigheter AB, Board member of K-Fast Holding AB, Brinova Fastigheter AB (publ), Hexatronic Group AB and Hedin Mobility Group AB. Relevant professional experience CEO of Fastighets AB Balder (publ). Extensive experience as Chairman and Board member in real estate companies. Shareholding in Norion Bank* Directly and through wholly owned companies: 41,003,160 Related parties’ holdings: Fastighets AB Balder holds a total of 90,501,180 shares in Norion Bank AB. JME Invest AB holds a total of 4,200,000 shares in Norion Bank AB. 11,000 shares are held through related natural persons. Total holding directly, through companies and related parties: 85,559,213. Bengt Edholm Board member since 2020. Independent in relation to the company and its management. Independent in relation to major shareholders. Born 1956, Swedish citizen. Education Master of Science in Business and Economics, Uppsala University. Other current assignments (selection) Board member of Hoist Finance AB (publ). Relevant professional experience Previous roles include Head of Treasury at Handelsbanken, Head of Treasury at Stadshypotek and Bond Trader/Portfolio Manager at Nordea, Danske Bank and Handelsbanken. Shareholding in Norion Bank* Directly and through wholly owned companies: – Related parties’ holdings: – Total holding directly, through companies and related parties: – *At December 31, 2025 Per Lindblad Board member since 2025. Independent in relation to the company and its management. Independent in relation to major shareholders. Born 1962, Swedish citizen. Education Master of Science in Agriculture Economics, Swedish University of Agricultural Sciences, Uppsala. Other current assignments (selection) Board member of Dina Försäkringar AB and Nyfosa AB. Relevant professional experience CEO of Landshypotek Bank. Extensive career at SEB, including roles as Head of Real Estate Finance, Large Corporates and Financial Institutions. Shareholding in Norion Bank* Directly and through wholly owned companies: 9,000 Related parties’ holdings: – Total holding directly, through companies and related parties: 9,000. Annual Report 2025 Norion Bank Group 114 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Marie Osberg Board member since 2020. Independent in relation to the company and its management. Independent in relation to major shareholders. Born 1960, Swedish citizen. Education Master of Science in Business and Economics, Lund University, and MBA from Webster Universi- ty, Geneva. Other current assignments (selection) Board member of AcadeMedia, Nordisk Bergteknik AB, Almi AB and ATG. Relevant professional experience Previous roles include Head of Product Sales & Category at DNB Northern Europe and Regional Manager for Western Sweden at DNB Bank. Group Treasurer at Nobel Biocare, as well as several senior positions within the bank - ing sector. Shareholding in Norion Bank* Directly and through wholly owned companies: 10,000 Related parties’ holdings: 1,200 Total holding directly, through companies and related parties: 11,200 Arian Falck Raoof Board member since 2024. Independent in relation to the company and its management. Independent in relation to major shareholders. Born 1992, Swedish citizen. Education Master of Science in Business and Economics, University of Gothenburg. Other current assignments (selection) Chief Investment Officer at Alek - tum Group. Relevant professional experience Management consultant in financial services at Deloitte, followed by several specialist and leadership roles at Intrum and Alektum Group within credit management and investments in the European NPL market. Shareholding in Norion Bank* Directly and through wholly owned companies: 4,587 Related parties’ holdings: – Total holding directly, through companies and related parties: 4,587 *At December 31, 2025 Norion Bank Group Annual Report 2025 115 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Senior management Martin Nossman Chief Executive Officer, not a member of the Board of Directors. Employed since 2018. Born 1971, Swedish citizen. Education Master of Science in Business and Economics, Lund University. Previous positions Several senior positions within Handels- banken Capital Markets. Other current assignments (selection) Chairman of the Board of Credian Partners AB, Credian Investment Management AB, Credian Nordic Op- portunities AB, and Board member of JME Invest AB. Shareholding in Norion Bank* Directly and through wholly owned companies: 868,666 Related parties’ holdings: JME Invest AB holds a total of 4,200,000 shares in Norion Bank AB Total holding directly, through compa- nies and related parties: 2,968,666 Peter Olsson Chief Financial Officer Employed since 2019. Born 1978, Swedish citizen. Education Master of Science in Business and Eco- nomics, Stockholm School of Economics. Previous positions Managing Director and several other positions within SEB Corporate Finance and JP Morgan Investment Banking. Other current assignments (selection) – Shareholding in Norion Bank* Directly and through wholly owned companies: 150,000 Related parties’ holdings: – Total holding directly, through companies and related parties: 150,000 Alexandra Kaber Chief Operating Officer Employed since 2024. Born 1976, Swedish citizen. Education Master of Science in Business and Eco- nomics, University of Gothenburg. Previous positions Several leading roles within banking and finance, including SEB and Swedbank. Other current assignments (selection) – Shareholding in Norion Bank* Directly and through wholly owned companies: 1,400 Related parties’ holdings: – Total holding directly, through companies and related parties: 1,400 Tarek Omeirat Group Chief Credit Officer Employed since 2021. Born 1984, Swedish citizen. Education Master of Science in Business and Economics, University of Gothenburg. Previous positions Head of Corporate and Real Estate Credit at Norion Bank. Twelve years at SEB in Gothenburg in various roles within Retail and Large Corporates & Financial Institutions. Other current assignments (selection) – Shareholding in Norion Bank* Directly and through wholly owned companies: – Related parties’ holdings: – Total holding directly, through companies and related parties: – David Lundqvist General Manager, Payments Employed since 2024. Born 1984, Swedish citizen. Education – Previous positions More than 15 years of experience in e-commerce and payments at Insta- box/Instabee, Qliro and Klarna, among others. Other current assignments (selection) – Shareholding in Norion Bank* Directly and through wholly owned companies: – Related parties’ holdings: – Total holding directly, through companies and related parties: – *At 31 december 2025 Erik Rombin General Manager, Corporate Employed since 2024. Born 1982, Swedish citizen. Education Master of Science in Business and Economics (Finance and Accounting), Uppsala University, and Real Estate Va- luation & Analysis, KTH Royal Institute of Technology. Previous positions Several years of experience in specialist and leadership roles within Corporate Banking at Swedbank, focu- sing on mid-sized and large corporates as well as real estate lending. Other current assignments (selection) – Shareholding in Norion Bank* Directly and through wholly owned companies: 4,000 Related parties’ holdings: – Total holding directly, through companies and related parties: 4,000 Ken Wendelin General Manager, Real Estate Employed since 2025. Born 1975, Swedish citizen. Education Master of Science and CEFA, Stockholm School of Economics. Previous positions Several roles within Corporate Finance as well as real estate and financing operations at SEB Corporate Finance, Catella, Corem Property Group (publ), and as CFO and Deputy CEO of Aröds Bostad (publ), as well as Holmströmgruppen. Other current assignments (selection) – Shareholding in Norion Bank* Directly and through wholly owned companies: – Related parties’ holdings: – Total holding directly, through companies and related parties: – Annual Report 2025 Norion Bank Group 116 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Patrik Hankers Head of Consumer Employed since 2022. Born 1965, Swedish citizen. Education Bachelor’s degree in Communication from Jönköping University and studies in Economics at the University of Gothenburg. Previous positions Country Manager at Ikano Bank, Head of Retail at Resurs Bank, Branch Manager and other roles at SEB. Other current assignments (selection) – Shareholding in Norion Bank* Directly and through wholly owned companies: 45,000 Related parties’ holdings: – Total holding directly, through companies and related parties: 45,000 Jonas Björkman Chief Information Officer Employed since 2019. Born 1965, Swedish citizen. Education Master of Science in Industrial Engi- neering and Management, Chalmers University of Technology. Previous positions IS Manager and Director of IT at AB Lin- dex, Head of Department and Regional Manager at Semcon, Project Manager and Head of Department at FlexLink, and consultant at Andersen Consulting, among others. Other current assignments (selection) – Shareholding in Norion Bank* Directly and through wholly owned companies: 22,486 Related parties’ holdings: – Total holding directly, through companies and related parties: 22,486 Teresa Åkemar Chief HR Officer Employed since 2019. Born 1981, Swedish citizen. Education Bachelor of Science in Human Resource Management, University of Gothenburg, and licensed nurse, Lund University. Previous positions Senior roles at Adecco and KFX HR-partner, HR Business Partner and other roles at Lowell, and HR Business Partner at Norion Bank. Other current assignments (selection) – Shareholding in Norion Bank* Directly and through wholly owned companies: – Related parties’ holdings: – Total holding directly, through companies and related parties: – Josefin Eriksson Head of CEO Office Employed since 2015. Born 1985, Swedish citizen. Education Master of Laws (LL.M.), Stockholm University, and studies in International Business Law at KU Leuven University, Belgium, as well as Political Science at Lund University. Previous positions Associate at the law firm Vinge, working in M&A, general corporate law, capital markets law and commercial agreements. Other current assignments (selection) – Shareholding in Norion Bank* Directly and through wholly owned companies: 4,324 Related parties’ holdings: – Total holding directly, through companies and related parties: 4,324 Anna-Klara Heldring Head of Compliance Employed since 2023. Born 1975, Swedish citizen. Education Master of Laws (LL.M.), Stockholm University, and European Law, Université de Liège, Belgium. Previous positions Legal & Compliance Officer at Winterthur Group, Luxembourg. Various roles within SEB’s compliance organisa- tion, most recently Head of Compliance for the Corporate & Private Customers division. Other current assignments (selection) – Shareholding in Norion Bank* Directly and through wholly owned companies: – Related parties’ holdings: – Total holding directly, through companies and related parties: – *At 31 december 2025 Norion Bank Group Annual Report 2025 117 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Auditor’s statement on the Corporate Governance report To the AGM of Norion Bank AB (publ), corporate number 556597-0513 Assignments and responsibilities The Board of Directors is responsible for the Corporate Governance Report for 2025 presented on pages 106–117 and for it having been prepared in accordance with the Annual Accounts Act. Scope and focus of the review Our review has been conducted in accordance with FAR’s statement RevR 16 Auditor’s review of the Corporate Governance Report. This entails that our examination of the Corporate Governance Report is different and substantially less in scope than an audit con- ducted in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. We believe that the examination has provided us with sufficient basis for our opinion. Opinion A Corporate Governance Report has been prepared. Disclosures in accordance with Chapter 6, Section 6, second paragraph, items 2–6 of the Annual Accounts Act and Chapter 7, Section 31, second paragraph of the same Act are consistent with the annual and consolidated accounts and are in accordance with the Annual Accounts Act for the Parent Company and in accordance with the Annual Accounts Act for Credit Institutions and Securities Companies with regards to the consolidated financial statements. Stockholm, the day shown in digital signature Ernst & Young AB Mona Alfredsson Authorized Public Accountant Annual Report 2025 Norion Bank Group 118 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Norion Bank Group Annual Report 2025 119 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Sustainability Report General disclosures (ESRS 2) About the Sustainability Report (BP-1) This sustainability report constitutes Norion Bank AB (publ)’s statutory sustainability report in accordance with the previous wording of the Swedish Annual Accounts Act and forms part of the Directors’ Report of Norion Bank AB (publ), with corporate registration number 556597-0513. The sustainability report for the financial year 2025 has been prepared voluntarily and is inspired by the European Sustainability Reporting Standards (ESRS) framework. The report provides an overall description of the bank’s sustainability work, including governance and pro - cesses related to sustainability. As the sustainability reporting is voluntarily prepared and in- spired by the ESRS framework, the bank has made selections based on the relevance and materiality of the information reported. Consequently, the reporting may differ from reporting prepared in full compliance with ESRS. As part of this selection process, the bank has chosen not to report certain appendices required in full ESRS reporting, as the information in those ap - pendices has not been assessed as material in relation to the information presented in this report. The reported information is based on the data sources, pro - cesses and systems available at the time of reporting. Data quality and data coverage vary across different parts of the op - erations and between metrics. For certain disclosures, data is not yet fully standardised, meaning that reported data may in some cases be based on estimates, modelling or proxy data. Where complete or comparable data cannot be obtained, the company has made delimitations and assumptions to provide a consolidated view, for example through the use of standard fac - tors, conversion factors, historical data or extrapolation from representative samples. Significant methodological choices, de - limitations and key assumptions are described in connection with the respective disclosure. The bank continuously works to improve data collection, clarify definitions and responsibilities, and increase traceability and consistency in reporting. Certain information is included with reference to earlier or later sections of the report. This includes information on business model and strategy (SBM-1), governance (GOV-1, GOV-2, GOV- 3), and an overview of reported disclosures in material stan- dards (IRO-2). For more detailed information on the bank’s business model, strategy and value chain, please refer to the Directors’ Report on pages 41–45. Sustainability Governance Structure for sustainability governance (GOV-1, G1.GOV-1, GOV-2, GOV-5) Sustainability is an integrated part of the bank’s business model and strategy and is considered in the bank’s risk management and decision-making processes. Material sustainability-related risks are managed within the bank’s risk framework in relation to the risk categories where they are relevant. The Board of Direc - tors and management consider impacts, risks and opportunities (IROs) as an integrated part of the bank’s strategic and opera- tional governance. The Chief Sustainability Officer leads the on- going operational implementation of sustainability aspects with- in the organisation. For further information regarding the bank’s governance structure, please refer to the Corporate Governance Report on pages 106–117. Stakeholder Dialogue (SBM-2) Norion Bank maintains ongoing dialogue with stakeholders that are important to the bank’s operations, business model and long-term development. The most important stakeholders are: • Customers – Private customers using the bank’s credit prod- ucts and payment solutions, as well as customers within the Corporate and Real Estate segments. • Investors and shareholders – Shareholders in Norion Bank and investors in the bank’s issued bonds. • Employees – Employees within Norion Bank. • Suppliers and business partners – External service providers and business partners delivering goods and services to Norion Bank. Double Materiality Assessment (IRO-1) Norion Bank has conducted a double materiality assessment in- spired by the EU’s sustainability reporting regulation, the Corpo - rate Sustainability Reporting Directive (CSRD), and the associat - ed European Sustainability Reporting Standards (ESRS). The double materiality assessment includes an evaluation of the bank’s actual and potential impacts on people and the environ- ment, as well as sustainability-related financial risks and oppor - tunities that may affect the Bank’s operations. The analysis is based on Norion Bank’s operational activities, product and ser - vice offerings, and value chain, with particular focus on custom- er relationships and the composition of the credit portfolio. Impact materiality has been assessed based on type of impact, severity, scope, likelihood and, in the case of negative impacts, the possibility of remediation. Financial materiality has been assessed based on risk or opportunity, potential impact on the bank’s financial position and likelihood. The results of the analy - sis have been validated by the bank’s executive management team to ensure anchoring and internal ownership. The materiali- ty assessment is continuously updated to ensure that changes within the company and the external environment are consid- ered in the analysis. The results of the materiality assessment show that Norion Bank’s most material sustainability issues are closely linked to the bank’s core business — allocating capital and enabling the transition of its customers. The bank has the opportunity to contribute to both climate adaptation and climate transition through financing instruments such as green loans and the Norion Bank’s Material Impacts, Risks and Opportunities (SBM-3) Impact material Doubly material Not material Financially material Financial materiality Materiality of the impact E1 E2 G1 S1 E3 S4 E4 S3 E5 S2 Annual Report 2025 Norion Bank Group 120 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Green Bond Framework. At the same time, the analysis shows that climate- and energy-related risks — both physical and transi- tion risks — are central to the bank’s exposure to corporate and real estate clients. The analysis also highlights that robust regula- tory compliance and strong processes to prevent money launder- ing, corruption and other irregularities are fundamental to main- taining trust in the bank and ensuring ethical conduct towards customers and society. Responsible customer management is Climate (E1) Transition Plan (E1-1) Norion Bank’s climate work focuses on contributing to society’s climate transition and limiting global emissions. Since 2021, the bank has been a signatory to the Principles for Responsible Banking (PRB), an industry initiative guiding banks in strategical- ly contributing to a more sustainable society. Since 2024, the bank has implemented a Green Bond Framework, which pro - vides guidelines for the bank’s lending to companies, projects and real estates that contribute to the climate transition. The framework includes six categories; Green building, Energy effi- ciency, Renewable energy, Sustainable transport, Climate adap - tation and Circular economy. Each category includes specific criteria that credits must fulfil in order to qualify for inclusion in the Green Register, ensuring that funds from green bonds are al- located exclusively to green loans. The bank’s internal emissions within its own operations, including energy consumption and company cars (Scope 1 and 2), are currently very limited com- pared with emissions across the rest of the value chain (Scope 3). Therefore, the bank’s main focus is on managing emissions within the value chain — where the credit portfolio represents the majority of the bank’s total emissions. The bank has not yet established a full transition plan for the climate area but contin- ues to evaluate the need for such a plan to strengthen the bank’s resilience. Impacts, Risks and Opportunities (SBM-3, E1.SBM-3) The results of the materiality assessment regarding climate- related impacts, risks and opportunities are concentrated in two main focus areas; (i) The bank’s ability to direct capital towards climate transition and climate adaptation and (ii) The bank’s risk exposure related to physical climate risks and transition risks within the credit portfolio. The most significant climate-related negative impact is considered to arise indirectly through lending, particularly within the Corporate and Real Estate segments, where the bank’s financing decisions may contribute to both emission reductions and increased resilience — or, if insuffi- ciently managed, increased climate impact. Physical risks such as heavy rainfall and flooding may affect the value of collateral, insurance costs and customers’ repayment capacity. Transition risks may arise as requirements for energy efficiency and emis - sion reductions become stricter, affecting the profitability of financed assets. A key focus is therefore to integrate climate risks into credit and portfolio processes as well as customer di- alogue, enabling the bank to strengthen portfolio resilience and reduce the likelihood of climate-related risks materialising over time. Material opportunities and positive impacts are linked to the bank’s green financing, where capital is directed towards transition investments through the categories defined in the bank’s Green Bond Framework: green buildings, energy efficien- cy, renewable energy, sustainable transport, climate adaption and circular economy. Environmental Information also assessed as material. Transparent information and secure handling of customer data are essential for protecting customer integrity and strengthening relationships with consumers and end users. Employees have also been assessed as a material top- ic, as they are a crucial part of delivering the bank’s business model. A safe and healthy work environment is essential for employee well-being. Management of Impacts, Risks and Opportunities Policies (E1-2, MDR-P) The key documents that regulate and guide the bank’s climate work are the Sustainability Policy, the Environmental Policy, and the bank’s Green Bond Framework. (i) Sustainability Policy The Sustainability Policy covers appli- cable regulations and applies to all parties who in any way represent Norion Bank, directly or indirectly. This includes the Board of Directors, management, employees and ex- ternal consultants. The policy constitutes an overarching framework for sustainability work and shall be considered in all business decisions, including credit decisions. (ii) Environmental Policy The Environmental Policy aims to guide the bank in environmental matters and ensure that environmental aspects are integrated into daily opera- tions and relevant decision-making processes. (iii) Green Bond Framework The Green Bond Framework aims to contribute to society’s transition towards a more sustainable economy through green funding and related earmarked lending. Climate-related Risks and Opportunities Climate change, as a risk driver, may affect the bank by reinforc - ing and triggering other types of financial and non-financial risks, including credit risks, market risks and regulatory risks. Physical risks and transition risks related to climate change may affect both borrowers’ repayment capacity and the value of un- derlying assets. The bank may also impact the climate through financed emissions in the credit portfolio, as well as to a limited extent through its own operations. At the same time, the climate transition creates business opportunities. By allocating capital increasingly towards green solutions and energy-efficient real estate projects, the bank can strengthen its competitiveness while contributing to more sustainable development. Actions (E1-3, MDR-A) The bank’s Sustainability Policy functions as a framework for identifying, managing and monitoring sustainability-related risks within the organisation. The policy is applied, among other things, in the credit processes in order to reduce ESG-related risks, monitor sustainability factors relevant to individual cus - tomers’ creditworthines and to consider sustainability-related market risks. The policy also supports the materiality assessment process and contributes to consolidated monitoring of sustain- ability risks across the bank’s business areas. Targets (E1-4, MDR-T) The bank continuously works to contribute to the society’s tran- sition in line with the Paris Agreement. This work primarily focus - es on integrating ESG perspectives into credit processes in or - der to reduce emissions within the corporate and real estate lending portfolio and to support a more resilient credit portfolio. The bank also aims to ensure increased relevance and quality of the climate-related data used for risk management and deci- sion-making. Furthermore, the bank continuously works to maintain low internal emissions in Scope 1 and Scope 2. Norion Bank Group Annual Report 2025 121 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Metrics (E1-5, E1-6, MDR-M) Energy consumption, kWh Energy consumption, kWh 2025 2024 Electricity 256 853 267 848 District heating 281 953 272 392 Air conditioning 22 388 27 951 Total energy use 561 195 568 191 Total greenhouse gas emissions (tCO 2e) (Scope 1, 2 and 3) tCO₂e 2025 2024 Scope 1 0,44 0,51 Scope 2 (market-based) 14,71 18,98 Scope 2 (location-based) 11,37 15,19 Scope 3 (operational emissions) 2 560,48 3 113,60 Scope 3 (financed emissions) 154 726,40 132 394,00 Total greenhouse gas emissions (market-based) 157 302,03 135 727,09 Total greenhouse gas emissions (location-based)157 298,69 135 723,30 Market-based (MB) and location-based (LB) according to the GHG Protocol. Emissions intensity per FTE Emissions intensity* 2025 2024 Total GHG (marked-based) per FTE (tCO 2e/FTE) 329,08 315,64 Total GHG (location-based) per FTE (tCO 2e/FTE) 329,08 315,64 * Financed emissions were not included in the 2024 calculation of emissions intensity. In this annual report, financed emissions are included for both 2024 and 2025. Social Information Own Workforce (S1) Impacts, Risks and Opportunities (SBM-3, S1.SBM-3) Norion Bank’s material impacts, risks and opportunities relating to its workforce primarily concern the bank’s ability to attract, retain and develop talent in a knowledge-intensive and highly competitive industry. Another important aspect is ensuring a sustainable working environment and equal treatment. The main identified risks include shortage of skilled labour, cost pressur and workload/stress. The term workforce includes per - manent employees, temporary employees and contracted per - sonnel working for the bank. Management of Impacts, Risks and Opportunities Policies (S1-1, MDR-P) The bank has adopted policies and guidelines to ensure that all employees are treated equally, work under safe conditions and are given opportunities to develop within the organisation. These policies cover human rights, health, safety, equal treat - ment and anti-discrimination and apply to the entire bank, in - cluding its branches. Norion Bank works actively to identify, man- age and prevent risks and negative impacts affecting employees through systematic processes and clear allocation of responsibilities. The Board of Directors has the overall responsibil- ity for ensuring that these policies are complied with and continu- ously updated in accordance with applicable legislation and inter- national standards. Human Rights The bank actively promotes inclusion, diversity, gender equality and a working environment free from discrimination. The bank’s operations are based on respect for human rights and zero tol- erance for violations, harassment and bullying. The bank also maintains zero tolerance for child labour, forced labour and hu- man trafficking, both internally and in external business relation- ships, and actively works to eliminate all forms of discrimination. Norion Bank respects employees’ right to freedom of associa- tion and works to ensure fair working conditions. To ensure that these values permeate the entire organisation, the bank has implemented a Policy for Inclusion and Human Rights, which applies to the entire bank, including its branches. The policy is available to all employees via the company intranet. The bank follows international frameworks such as: • UN Guiding Principles on Business and Human Rights • ILO Core Conventions on fundamental principles and rights at work • OECD Guidelines for Multinational Enterprises • UN Global Compact – ten principles on human rights, labour, environment and anti-corruption. Health and Safety The bank’s Work Environment Policy aims to ensure a safe and healthy working environment by preventing ill health and acci- dents caused by organisational, social or physical factors. The bank’s systematic work environment management includes: • Regular risk assessments and preventive measures to reduce work-related accidents and illnesses • Clear allocation and delegation of work environment respon- sibilities within the organisation • Collaboration between managers and employees to create a safe and positive work environment • Social, organisational and physical work environment targets include: • Zero tolerance for bullying, harassment and discrimination • A drug-free workplace • Reasonable demands and a healthy workload • Clear leadership and governance • A safe working environment with appropriate work tools Annual Report 2025 Norion Bank Group 122 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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• An open working climate where everyone treats each other with respect • To ensure a healthy work environment in remote working conditions, Norion Bank has also developed guidelines for how systematic work environment management shall be ap - plied outside the physical workplace. Equal treatment The bank applies a zero-tolerance policy towards discrimination, harassment, victimisation, abusive behaviour and bullying, both within the organisation and in external business relationships. To counteract discrimination, the bank works with: • A structured and competence-based recruitment process, where the individual’s overall competence is decisive in hiring decisions • Active measures against discrimination, where working con- ditions, pay, recruitment, promotion and skills development are reviewed on a regular basis • Equal opportunities for education and competence develop - ment for both women and men • Efforts to facilitate work–life balance through flexible working time arrangements Salary criteria are clearly defined and are based on factors such as business acumen, commitment, performance and quality. To ensure that all employees feel safe and respected, the bank has clear procedures for handling complaints and reporting misconduct. If an employee experiences discrimination or harassment, or observes that a colleague is subjected to such treatment, there is an obligation to report this to the Chief HR Officer, who is re - sponsible for investigating the situation and taking the neces - sary measures. Process for stakeholder engagement (S1-2, S1-3) Employee surveys are conducted regularly to gather employees’ views and experiences, and the results are used as a basis for identifying risks, improvement needs and development areas rele- vant to the bank’s business model. Workforce-related matters are continuously considered in decision-making through structured monitoring of key indicators, such as employee turnover, compe- tence development, training efforts and sickness absence. During 2025, the bank carried out an initiative for an in-depth analysis of corporate culture. The purpose of this work was to identify strengths and areas where further development was deemed necessary. The results are used as a basis for continued measures within, among other things, engagement, work environ- ment and competence development, with the aim of strengthen- ing the organisation’s long-term stability and resilience. If Norion Bank causes or contributes to negative impacts on its own workforce, established procedures are in place to manage and remedy these. These procedures are described in the bank’s Code of Conduct and Whistleblowing Instruction, which are avail- able to all employees via the bank’s intranet. The primary channel through which employees can raise com- plaints or report misconduct is the bank’s external whistleblowing system, provided by an external and independent provider (2Se- cure). The system is available to both employees and external parties and guarantees anonymity for the reporter. In addition, employees always have the opportunity to approach their imme- diate manager, or if necessary, the manager’s manager. When needed, the Bank’s HR or Compliance function may also be con- tacted directly to ensure appropriate handling of the matter. If a complaint is assessed as whistleblowing, the whistleblowing committee, led by the Compliance function, is convened to inves- tigate the case and decide on necessary actions. Complaints that are not classified as whistleblowing are handled in accordance with the Bank’s internal processes, where the HR function in most cases plays a central role in ensuring fair and effective handling. Depending on the outcome of the investigation, corrective mea- sures may be taken, such as internal investigations, disciplinary actions, support to affected employees and improvements to internal procedures. Information on whistleblowing and complaint handling is included in mandatory training and is communicated continuously through internal channels. The bank strives for a cul- ture in which employees feel safe to report misconduct and for an organisation where matters are handled confidentially, fairly and promptly. Actions (S1-4, MDR-A) The effects of actions relating to the work environment, workload and well-being are monitored through regular employee surveys, pulse surveys and analysis of sickness absence and employee turn- over over time. The results are analysed by HR in collaboration with managers and are used as a basis for prioritising further actions. To strengthen engagement and participation, dialogue between employees and managers is encouraged through regular perfor- mance and development reviews, one-to-one dialogues and recur- ring follow-ups. Where permitted by the operations, the company offers flexible working arrangements and works to promote work–life balance, contributing to increased well-being and long-term sustainability in working life. Initiatives to strengthen leadership and collaboration are carried out on an ongoing ba- sis to create clarity, trust and good conditions for a sustainable working climate. Targets (S1-5, MDR-T) The bank’s target for own workforce is to maintain an eNPS (Employer Net Promoter Score) that is higher than the industry average for banking and finance. From 2026 onwards, eNPS will be measured through pulse surveys four times per year. Metrics (S1-6, S1-7, S1-8, S1-9, S1-10, S1-11, S1-12, S1-13, S1-14, S1-15, S1-16, S1-17, MDR-M) Number of employees by gender (headcount) Gender Number of employees Men 316 Women 203 Not reported 0 Total 519 Number of employees by country (headcount) Number of employees (headcount) 2025 Sweden 469 Norway 18 Finland 32 Number of employees during 2025 (headcount) Form of employment Women Men Total Number of employees 203 316 519 Number of permanent employees 184 295 479 Number of temporary staff 4 2 6 Number of on-demand employees 15 19 34 Number of full-time employees 176 292 468 Number of part-time employees 12 5 17 Norion Bank Group Annual Report 2025 123 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Staff turnover 2025 2024 Staff turnover (%) 7 11 Number of employees who left 34 45 Total number not employed 2025 2024 Total number not employed 47 42 The Bank engages consultants primarily within IT, AML and Corporate Banking, both for staffing purposes and for various projects. Distribution women and men in leadership positions 2025 2024 Women in leadership positions 4 (33%) 5 (42%) Men in leadership positions 8 (67%) 7 (58%) Distribution of employees by age group 2025 2024 Below the age of 30 140 (27%) 128 (27%) Between 30–50 years of age 326 (62%) 289 (62%) Aged over 50 58 (11%) 52 (11%) Training hours 2025 2024 Average hours of training per female employee 5,64 5,64 Average hours of training per male employee 5,53 5,53 Average hours of training per employee 7,25 7,25 Employee health and safety 2025 2024 % of workforce covered by an occupational health and safety management system 100% 100% Fatalities resulting from work-related accidents 0 0 Fatalities resulting from work-related ill health 0 0 Recordable work-related injuries 3 6 Rate of recordable work-related injuries 4 8 Recordable cases of work-related ill health 7 6 Lost working days due to work-related injuries, ill health, accidents and fatalities 629 558 Family-related leave 2025 2024 Employees entitled to family-related leave (%) 100% 100% Eligible employees who took family leave (%) 24% 26% Of which % were women 29% 32% Of which % were men 21% 22% Gender gap (unadjusted) 2025 2024 Unadjusted gender gap (%) 100% 100% Pay ratio (highest salary/median salary)* (%) 24% 26% *Calculation of annual pay ratio: the total annual remuneration of the high- est-paid individual divided by the median total annual remuneration of all employees. Table: Reported incidents 2025 2024 Incidents of discrimination and harassment through established procedures 0 3 Accounting principles The reporting is based on information at the end of the report - ing period and uses headcount as the calculation method. When reporting age distribution, all employees are included as actual headcount. For pay data, market data from the bank’s system provider for pay equity analysis in Sweden is used. As the majority of the bank’s employees have a monthly salary, this is used as the basis for reporting. Sickness absence and work-related accidents are reported based on data from the payroll system and the incident reporting system. Work-related ill health is identified through reported incidents and cases where HR is aware of sick leave due to work-related stress, anxiety or worry, often in connection with a rehabilitation plan. Consumers and end-users (S4) Impacts, risks and opportunities (SBM-3, S4.SBM-3) The bank’s material impacts, risks and opportunities relating to consumers and end-users primarily concern ensuring responsi- ble products and customer processes that protect customers’ interests and build long-term trust.As a bank with digital cus - tomer interfaces as well as credit and payment solutions, trans - parency, fair treatment and high-quality communication are central, as is secure handling of personal and customer data. The bank manages impacts and risks by offering accessible and clearly communicated financial services that strengthen customers’ ability to make informed decisions and improve their financial situation. At the same time, risks related to potentially misleading or unclear information, insufficient data protection/privacy, and irresponsible customer flows (e.g., those that may drive overconsumption or over-indebtedness) are material if not managed systematically. Management of impacts, risks and opportunities Policies (S4-1, MDR-P) The bank’s Code of Conduct, Credit Policy and related instructions and guidelines provide the foundation for ensuring ethical, respon- sible and transparent business conduct in relation to customers. Together, these aim to promote fair business practices, prevent un- due influence and ensure that the bank’s offerings and interactions with customers are characterised by integrity and transparency. The governing documents constitute a framework for identify - ing and managing risks related to, for example, improper sales practices, misleading information, unfair terms and other unethi- cal behaviour that may negatively affect the bank’s consumers. The Board of Directors adopts the policies and has ultimate re - sponsibility for ensuring that they are updated and complied with throughout the organisation. Process for stakeholder engagement (S4-2, S4-3, S4-4) The bank conducts structured work to engage customers with the aim of creating as comprehensive and nuanced a picture as possible of customers’ needs, circumstances and experiences. Through well-founded dialogues and recurring customer inter - actions, the bank gathers insights that support well-informed decisions in relevant processes. Insights from customer dia- logues are compiled and shared within relevant parts of the or - ganisation and are used as a basis for improvement measures and prioritisation, with the ambition of strengthening customer value, transparency and responsible business practices over time. Actions (S4-4, MDR-A) The bank focuses on increasing the share of sales through its own channels. This has been a prioritised focus area for a Annual Report 2025 Norion Bank Group 124 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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longer period and entails benefits such as longer customer rela- tionships and, over time, lower credit losses, which in turn in- creases the opportunities to help customers strengthen their fi- nancial health. Within the segment’s savings operations, volumes in the bank’s own channel have also increased significantly. Targets (S4-5, MDR-T) The bank’s target is to work actively to contribute to improved financial health and counteract over-indebtedness among its customers. Governance Information Responsible Business Conduct (G1) Impacts, Risks and Opportunities (ESRS 2 SBM-3) Norion Bank’s material impacts, risks and opportunities related to responsible business conduct primarily concern maintaining regu- latory compliance, trust and integrity in a highly regulated industry. The bank has a significant opportunity to create positive impact through a strong culture of ethics and compliance, robust risk management and sustainable lending practices, contributing to the prevention of financial crime and protecting the trust of cus - tomers and other stakeholders. At the same time, risks related to deficiencies in internal control mechanisms, conflicts of inter - est, money laundering and corruption represent inherent risks within the banking sector that must be managed. Management of Impacts, Risks and Opportunities for Responsible Business Conduct Policies (G1-1, MDR-P) To ensure ethical, responsible and transparent business con- duct, the bank operates within an established policy framework consisting of governing documents at three levels: policies, in- structions and guidelines. The Board of Directors adopts the policies and has ultimate responsibility for ensuring that they are kept up to date and complied with throughout the organisation. For further information on the bank’s governance structure and policy framework, please refer to the Corporate Governance Re - port, pages 106–117. Corporate Culture (G1-1, G1-2, G1-3, MDR-A) The bank’s Code of Conduct applies to all employees and es - tablishes Norion Bank’s fundamental principles, how the bank functions as a workplace, and the bank’s zero tolerance for abu- sive behaviour, harassment, bullying and discrimination. To manage ethical matters, the bank’s CEO has established an Ethics Committee (EC) responsible for: • Handling and evaluating reports received in accordance with the Bank’s Anti-Corruption Policy • Ensuring that reported incidents are followed up and that necessary measures are taken • Reviewing compliance with the bank’s Code of Conduct and, where necessary, recommending improvements The Ethics Committee consists of the CEO, Chief HR Officer, Chief Sustainability Officer, Head of CEO Office and Head of Compliance. Additional functions may participate depending on the nature of the matter. The CEO may refer matters to the Board of Directors when appropriate. The General Counsel an- nually reports to the Board on the bank’s work related to an- ti-bribery and anti-corruption. The General Counsel is also re - sponsible for immediately informing the CEO if serious deficiencies or incidents occur in relation to the bank’s anti-cor - ruption work. Protection of Whistleblowers To ensure an open and transparent reporting culture, Norion Bank has established an external whistleblowing channelman- aged by 2Secure. The use of a third-party provider ensures anonymous reporting and protection for whistleblowers. Corruption and Bribery The Bank works proactively to prevent corruption within its op - erations. The Anti-Corruption Policy specifies the measures im- plemented to prevent corruption. The policy is established in ac - cordance with the Swedish Anti-Corruption Institute’s Code against Corruption in Business (the “Business Code”), which complements the bribery provisions in Chapter 10 of the Swed- ish Penal Code (1962:700). The bank’s preventive work includes, among other things; risk analyse, evaluation of third-party sup - pliers, internal regulations regarding benefits and registration and training initiatives. Each year, an analysis of corruption risks is conducted to identify risks and measures required to manage identified risks. The bank has also established a register of ben- efits, where employees must report all benefits that they give, receive or decline. In addition, all employees are required to complete annual anti- corruption training. Targets (MDR-T) The bank has a zero-incident ambition regarding breaches relat - ed to customer integrity, anti-corruption and marketing practices. Metrics (G1-3, G1x-4, MDR-M) Marketing and Labelling 2025 2024 Number of cases of non-compliance with regulations concerning product and service information and labelling 0 0 Number of cases of non-compliance with regulations concerning marketing communications 0 0 Metric (MDR-M) Customer Integrity 2025 2024 Number of breaches related to violations of personal integrity 0 0 Number of reported complaints (incidents of material significance) 3 6 Norion Bank Group Annual Report 2025 125 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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List of material disclosure requirements Page ESRS 2 – General disclosures BP-1 Basis for preparation of the sustainability statements 120 GOV-1 Role of the administrative, management and supervisory bodies 120 GOV-2 Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies 120 SBM-1 Strategy, business model and value chain 120 SBM-2 Interests and views of stakeholders 120 IRO-2 Disclosure requirements in ESRS covered by the undertaking’s sustainability statement 120 E1 – Climate change E1-1 Transition plan for climate change mitigation 121 ESRS 2 SBM-3 – E1 Material impacts, risks and opportunities and their interaction with strategy and business model 121 E1-2 Policies related to climate change mitigation and adaptation 121 E1-3 Actions and resources in relation to climate change policies 121 E1-4 Targets related to climate change mitigation and adaptation 121 E1-5 Energy consumption and energy mix 122 E1-6 Gross greenhouse gas emissions (Scope 1, 2, 3 and total GHG emissions) 122 S1 - Own workforce ESRS 2 SBM-3 – S1 Material impacts, risks and opportunities and their interaction with strategy and business model 122 S1-1 Policies related to own workforce 122 S1-2 Processes for engaging with own workforce and workers’ representatives regarding impacts 122 S1-3 Processes to remediate negative impacts and channels through which own workforce can raise concerns 123 S1-4 Actions on material impacts and approaches to managing material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions 123 S1-5 Targets related to managing material negative impacts, advancing positive impacts and managing material risks and opportunities 123 S1-Information on related metrics: S1-6–S1-17 123 S4- Consumers and end-users ESRS 2 SBM-3 – S4 Material impacts, risks and opportunities and their interaction with strategy and business model 124 S4-1 Policies related to consumers and end-users 124 S4-2 Processes for engaging with consumers and end-users regarding impacts 124 S4-3 Processes to remediate negative impacts and channels through which consumers and end-users can raise concerns 124 S4-4 Measures related to material impacts on consumers and end-users, and strategies to manage material risks and leverage material opportunities concerning consumers and end-users, and the effectiveness of these measures. 124 S4-5 Targets related to managing material negative impacts, advancing positive impacts and managing material risks and opportunities 125 G1 – Business conduct ESRS 2 SBM-3 – G1 Material impacts, risks and opportunities and their interaction with strategy and business model 125 G1-1 Policies related to business conduct and corporate culture 125 G1-2 Management of relationships with suppliers 125 G1-3 Prevention and detection of corruption and bribery 125 G1-4 Incidents of corruption and bribery 125 Appendix 2: ESRS Disclosures Requirements covered in Norion Bank’s Sustainability Statement (IRO-2) Annual Report 2025 Norion Bank Group 126 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Auditor’s opinion regarding the statutory sustainability report To the AGM of Norion Bank AB (publ), corporate number 556597-0513 Assignments and responsibilities The Board of Directors is responsible for the Sustainability Report for 2025 on pages 120-126 and for its preparation in accordance with the Annual Accounts Act according to the prior wording that was in effect before 1 July 2024. Scope and focus of the review Our review was conducted in accordance with FAR’s recommendation RevR 12 The auditor’s opinion on the statutory sustainability report. This means that our review of the sustainability report has a different focus and a significantly smaller scope compared to the focus and scope of an audit in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. We believe that this review provides us with a sufficient basis for our opinion. Opinion A sustainability report has been prepared. Stockholm, the day shown in digital signature Ernst & Young AB Mona Alfredsson Authorized Public Accountant Norion Bank Group Annual Report 2025 127 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Definitions Alternative performance measures (APMs) are financial measures of past or future earnings trends, financial position or cash flow that are not defined in the applicable accounting regulatory framework (IFRS), in the Capital Requirements Directive (CRD IV), or in the EU’s Capital Requirement Regulation number 575/2013 (CRR). APMs are used by Norion Bank when relevant for monitoring and describing the bank’s financial situation and enhance comparability between the periods. Norion Bank believes that these APMs provide valuable information and enhance the analysis of the Group’s financial development. These are not necessarily compar able to similar APMs presented by other companies. Adjusted C/I ratio Total expenses, adjusted for non-recurring items, in relation to total income, adjusted for non-recurring items. Adjusted credit loss level Credit losses, net, adjusted for non-recurring items, in relation to average loans to the public. Adjusted net interest income Net interest income adjusted for non-recurring items. Adjusted net interest margin (NIM) Net interest income, adjusted for non-recurring items, in relation to average loans to the public. Adjusted net profit Net profit adjusted for non-recurring items. Adjusted operating profit Operating profit adjusted for non-recurring items. Adjusted return on equity (RoE) Net profit attributable to the shareholders of Norion Bank AB, adjusted for non-recurring items, in relation to average equity attributable to the shareholders of Norion Bank AB. For relevant periods prior to the intra-group merger between Norion Bank AB (previously Collector Bank AB) and Collector AB, the calcula- tion includes net profit attributable to the shareholders of Collector AB, adjusted for non-recurring items, in relation to av - erage equity attributable to the shareholders of Collector AB. Adjusted return on total assets (RoA) Net profit for the year attributable to the shareholders of Norion Bank AB, adjusted for items affecting comparability, in relation to average total assets of Norion Bank AB. For relevant periods prior to the implementation of the intra-group merger between Norion Bank AB (formerly Collector Bank AB) and Collector AB, net profit for the year attributable to the shareholders of Collec - tor AB, adjusted for items affecting comparability, is included in relation to average total assets of Collector AB. Adjusted total expenses Total expenses adjusted for non-recurring items. Adjusted total income Total income adjusted for non-recurring items. Average number of full-time employees Including employees on fixed-term contracts, but not on paren- tal leave or leave of absence. CET1 ratio (Common Equity Tier 1 ratio) 1) Common Equity Tier 1 capital in relation to total risk-weighted exposure amount. Refers to the consolidated situation. See note 4, pages 72-75. C/I ratio Total expenses in relation to total income. Credit loss level Credit losses, net in relation to average loans to the public. Earnings per share after dilution 2) Net profit attributable to the shareholders of Norion Bank AB, adjusted for interest on convertible bonds, in relation to average number of shares outstanding after dilution. Earnings per share before dilution 2) Net profit attributable to the shareholders of Norion Bank AB in relation to average number of shares outstanding before dilution. Net interest margin (NIM) Net interest income in relation to average loans to the public. Non-recurring items Income and expenses that are not expected to appear on a regular basis. See the Director’s report, page 41. Return on equity (RoE) Net profit attributable to the shareholders of Norion Bank AB in relation to average equity attributable to the shareholders of Norion Bank AB. Return on total assets (RoA) Net profit for the year attributable to the shareholders of Norion Bank AB in relation to average total assets of Norion Bank AB. Tier 1 ratio 1) Tier 1 capital in relation to total risk-weighted exposure amount. Refers to the consolidated situation. See note 4, pages 72-75. Total capital ratio 1) Total own funds in relation to total risk-weighted exposure amount. Refers to the consolidated situation. See Note 4, pages 72-75. Total income margin Total income in relation to average loans to the public. 1) Key ratios defined according to the Capital Requirements Regulation (CRR) 2) Not alternative performance measures Annual Report 2025 Norion Bank Group 128 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS
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Contact Norion Bank Gothenburg Lilla Bommens Torg 11 Box 119 14 404 39 Göteborg Tel: +46 10 161 00 00 Norion Bank Stockholm Linnégatan 2 114 47 Stockholm Tel: +46 10 161 00 00 Norion Bank Norway Drammensveien 123 PB 424 Skyen 0213 Oslo, Norge Tel: +47 23 96 93 54 Norion Bank Finland Porkkalankatu 20A PL 79 00180 Helsinki, Finland Tel: +358 9315 899 00 Norionbank.se Norionbank.no Norionbank.fi Annual Report 2025 Norion Bank Group 130 CONTENTS INTRODUCTION OPERATIONS SUSTAINABILITY FINANCIAL REPORTS Annual Report 2025 Norion Bank Group