Komplett Bank Annual Report 2021

Annual Report 2021

Content Komplett Bank in brief 4 2021 in numbers 6 Letter from the CEO 8 Repositioning the Bank for profitable growth 8 Shareholder information 10 Board of Directors 12 Management 14 Corporate governance 15 ESG/Sustainability/CSR report 22 Board of Directors’ Report 30 Confirmation of Annual Report and Board of Directors’ Report 38 Financial statements 41 Notes to the financial statements 46 Auditor’s report 89

Komplett Bank / Annual Report 2021 3

Komplett Bank in brief Consumer loans 78,000 customers NOK 6,304 million net loans POS finance 175,000 customers NOK 491 million net loans Credit cards 63,000 customers NOK 603 millioner net loans Deposit accounts 39,000 customers NOK 7,933 million deposits Komplett Bank (“the Bank”) is a specialised consumer finance bank with an ambition for long-term value creation, offering a variety of financing solutions to creditworthy customers in the Nordic region. In an increasingly digital market, Komplett Bank is focused on creating value for its customers by offering flexible, convenient financing solutions through efficient, customer friendly processes. Komplett Bank is pursuing a growth strategy based on geographical and product-wise diversification and expansion. Its product portfolio comprises consumer loans, credit cards, point-of-sales finance solutions and high-yield deposit accounts. 4 Komplett Bank in brief

Lysaker Q4 2015 Digital and scalable organisation headquartered in Lysaker, outside Oslo Komplett Bank‘s strategy is founded on a digital, scalable, efficient and low-cost operating model combined with strong risk control. This strategy is enabled by maintaining a centralised corporate structure and fully digital operations utilizing modern technology. Komplett Bank’s consumer financing products are offered to customers in Norway, Sweden and Finland. In addition, the Bank offers high-yield deposits accounts in Norway, Sweden and Germany. Komplett Bank’s strategic roadmap for geographical and product-wise expansion: Norge Credit cards POS Finance Deposit accounts Finland Sverige EU Q1 2014 Q3 2017 Q1 2014 Q1 2017 Q2 2019 - - Q1 2018 Q1 2019 Q2 2018 Q1 2020 - - - Q4 2018 (EUR) Consumer loans Germany Norway Sweden Finland Komplett Bank / Annual Report 2021 5

2021 in numbers Net loans (NOK million) At the end of 2021, Komplett Bank had net loans of NOK 7,4 billion and approximately 261,000 loan customers spread across its products and markets. Komplett Bank is well capitalised with a CET1 ratio of 20.7 % as at 31 December 2021. 0 1000 2000 3000 4000 5000 6000 7000 8000 9000 - - - 2021 2020 2019 2018 2017 2016 Loans Norway Credit cards Loans Finland POS Finance Loans Sweden Net loan distribution by product Customer distribution by product NOK 7.4 billion 261,000 Loans Norway 44 % Credit cards 8 % Loans Finland 24 % POS Finance 7 % Loans Sweden 17 % Loans Norway 15 % Credit cards 24 % Loans Finland 11 % POS Finance 46 % Loans Sweden 4 % 6 2021 in numbers

Key figures Figures in NOK million 2021 2020 2019 2018 2017 P&L items Net interest income 884 1,069 1,115 960 670 Total income 876 1,100 1,176 1,031 709 Operational expenses -415 - 388 - 442 - 339 - 222 Losses on loans -739 - 364 - 454 - 249 - 119 Profit after tax -209 263 203 331 274 Earnings per share (NOK) -1.19 1.36 1.11 1.91 1.60 Balance sheet items Net loans to customers 7,398 8,361 8,496 7,844 5,461 Deposits from customers 7,934 8,992 8,520 7,366 4,330 Total equity 1,964 2,304 1,850 1,620 1,402 Other key figures CET1 ratio 20.7 % 22.7 % 21.2 % 20.0 % 25.7 % Total capital ratio 24.0 % 26.3 % 22.5 % 21.4 % 27.8 % Cost/income ratio 47.4 % 33.5 % 30.5 % 22.5 % 20.1 % Loan loss ratio 9.4 % 4.3 % 5.6 % 3.7 % 2.7 % Return on equity (ROE) adj 6.6 % 13.6 % 12.0 % 22.6 % 27.0 % Price per share (NOK) 7.7 9.0 12.5 12.6 19.0 Number of shares (million 187 187 184 173 171 Market cap (NOK million) 1,447 1 680 2 298 2 176 3 256 Net loan growth -11.5% Net loan (NOK) 7.4 bn Return on equity (adj) 6.6% CET1 ratio 20.7% Komplett Bank / Annual Report 2021 7

Letter from the CEO Repositioning the Bank for profitable growth Earnings In 2021, the Bank faced several challenges that led to severe profitability pressure. Most importantly, the bank decided to take extraordinary loan losses, following a sale of NPLs in Q3, which were primarily related to the 2019-vintages that were of unsatisfactory quality. Further, a challenging market and competitive environment led to low growth and margin pressure. This was compounded by the Bank’s relatively large cost base following its historical multichannel and market growth strategy. In combination, these created a challenging environment for Komplett Bank in 2021. We have, of course, responded with decisiveness to these challenges. We have implemented several cost measures throughout the year, sold portfolios of non-performing loans, entered into forward-flow agreements across all countries of operation and introduced a more dynamic pricing policy. It is therefore encouraging already to see improvements from the first actions taken. Strategy We have established a strategic roadmap to reposition the bank for profitable growth. Throughout the last quarter of 2021, an extensive analysis of all parts of the business has been conducted. Based on this, we have identified a clear set of strategic pillars and concrete action plans. With focus and hard workd, these will revitalize the bank and lay the foundation for strong growth in earnings in the years to come. The strategic pillars in our roadmap will focus on product performance, process automation and technology simplification. All three initiatives are aimed at strengthening the efficiency of our platform and form the basis for an accelerated and profitable growth in the mid-term. The organisation I am happy to say that we have designed an efficient and dedicated organization. We have introduced a new and leaner management structure, with more efficient and flexible decision-making processes and increased our focus on critical parts of the operation. This is, of course, one of the key steps to ensure the long-term success of the Bank. I am impressed with the competence and dedication I have seen in all parts of the organisation since I took over as CEO. I am proud of how my colleagues have adapted to all challenges and changes throughout the year and I truly believe Komplett Bank has the right people to execute on the action plans we have established. Outlook To address the income and yield challenges, we are concentrating our efforts on optimizing the performance of our existing products in our existing markets. On a positive note, in 2021 we saw a record high demand for our products. We actually attracted almost 50% more applications than in 2019. However, we have not been able to convert enough of these applications to actual volume. Consequently, we will simplify the loan process for our customers and implement improved strategies to reduce churn. We will also adjust our product portfolio to strengthen our competitive edge. The focus will be on maximising risk adjusted margin across our products and markets. Based on the strong credit risk and analytics capabilities that we now have in the Bank, I believe we are also well positioned to selectively target higher margin segments going forward. 2021 has been a challenging, but also a strategically important year for Komplett Bank where a solid foundation for a positive development going forward has been laid. 8 Letter from the CEO

Restoring operational efficiency and improve scalability is another key pillar in our strategic roadmap. To keep up with market dynamics, we need to re-engineer some of our key processes and increase the level of automation to handle our workflows more efficiently. The Bank’s tech platform has served us well in a period of fast growth. However, we do see a need to streamline legacy architecture and accelerate the transition away from in-house solutions. 2022 will be a transition year for the Bank where we gradually will see the effects of the action plans established at the end of 2021. Looking beyond 2022, the outlook is positive with solid market fundamentals. We are a bank with a strong capital base to support our strategy, and our operational risk has been reduced significantly through the cleaning of the balance sheet and the established forward flow agreements. We are still a relatively small fish in a NOK 600 billion pond with a strong brand and great potential. That is why I took on the role as new CEO. I believe Komplett Bank is about to enter a new era and I am looking forward to creating value for all our stakeholders together with my competent and highly motivated colleagues. Øyvind Oanes, CEO A strong and highly motivated team is now fully focused on executing on a clear plan to reposition Komplett Bank for growth Komplett Bank / Annual Report 2021 9

Shareholder information Upon publication, all investor information, such as annual- and interim reports, presentations, and the financial calendar, shall be made available on the Bank’s website. For additional information regarding the Bank’s share, reference Komplett Bank’s investor relations website; ir.komplettbank.com. The share Komplett Bank’s shares are listed on the Oslo Stock Exchange with the ticker symbol KOMP. As of 31 December 2021, there were 187,408,111 shares issued with a par value of NOK 1.0. Not counting options or subscription rights exercised as part of the Bank’s share option programme, the latest share issue was in relation to Komplett Bank’s initial public offering and subsequent listing on the Oslo Stock Exchange in November 2017. At the end of 2021, the market value of Komplett Bank was NOK 1.4 billion, down from NOK 1.7 billion at the end of 2020. This equals 0.7 times the book value of the Bank’s equity as of 31 December 2021. The share price as at 31 December 2021 was NOK 7.73, compared to NOK 9.00 at the end of 2020, which corresponds to a return of -14.1 % for the year. The highest recorded price for the share during the year was NOK 10.80 per share in March 2021, while the lowest recorded price was NOK 6.81 per share in December 2021. Throughout 2021, Komplett Bank’s shares were traded on 252 out of 252 trading days at the Oslo Stock Exchange. An average 331,128 shares were traded per day, which is a total of 83.4 million shares for the full year. This corresponds to a turnover of 45 % of the total number of shares issued. Voting rights Komplett Bank has one share class with equal voting rights and are freely tradable. Shareholders’ voting rights at the general meeting correspond to the number of shares they own and have registered with the Norwegian Central Securities Depository (VPS) at the time of the meeting. Dividend policy The Board of Directors of Komplett Bank has adopted a dividend policy to pay out excess capital which is not deployed for growth purposes in accordance with the Bank’s strategy. The Bank paid its first dividend in April 2021 of NOK 0.42 per share. Shareholders At the end of 2021, Komplett Bank had 4,034 shareholders and the 10 largest shareholders held 52.3 % of the Bank’s shares. At the end of 2021, 138,079,028 shares were held by Norwegian investors and 49,329,083 shares were held by foreign investors, corresponding to a total foreign ownership of 26.3 %. Kistefos is Komplett Bank’s largest shareholder with 44.7 million shares, equivalent to 24.0 % ownership, as of 31 December 2021. Several employees of Komplett Bank own shares and share options in Komplett Bank. Please see note 6 for details regarding the ownership of primary insiders of Komplett Bank. Komplett Bank strives to ensure non-discriminatory distribution of information in its communication with the financial markets to develop end retain investor confidence. Furthermore, it is the intention of Komplett Bank to ensure that shareholders, investors and analysts have sufficient information about the Bank to assess the fair and proper value of its shares. 10 Shareholder information

Relative share performance 0 2 4 6 8 10 12 14 16 31 Des 21 30 Nov 21 31 Okt 21 30 Sep 21 30 Aug 21 31 Jul 21 30 Jun 21 31 Mai 21 30 Apr 21 31 Mar 21 28 Feb 21 31 Jan 21 31 Des 20 NOK Komplett Bank OSE Index (rebased KOMP 31 dec 2020) Geographical distribution of shareholders as of 31 December 2021 Norway 74 % UK 14 % Luxembourg 6 % France 2 % Other 4 % Number of shares (thousands) Ownership (%) Kistefos AS 35,747 19.1 % UBSAG 17,243 9.2 % Alfab I AS 9,111 4.9 % DNB NOR Bank ASA 8,021 4.3 % Skandinaviska Enskilda Banken AB 6,452 3.4 % Rbc Investor Services Bank S.A. 5,153 2.8 % UBS AG London Branch 5,005 2.7 % OM Holding AS 4,269 2.3 % Melesio Invest AS 3,485 1.9 % Directmarketing Invest AS 3,415 1.8 % Total 97,903 52.3 % Analysts Below is an overview of investment banks with active coverage of Komplett Bank as of 31 December 2021, including the name and contact information of the analysts. Which banks and analysts that have active coverage of Komplett Bank may change at any given time. For an updated list, please visit our investor relations webpage; ir.komplettbank.com. Company Analyst Phone Email address ABG Sundal Collier Jan Erik Gjerland +47 22 01 61 16 jan.gjerland@abgsc.no Pareto Securities Vegard Toverud +47 22 87 88 24 vegard.toverud@paretosec.com SEB Thomas Svendsen +47 21 00 85 18 thomas.svendsen@seb.no SpareBank 1 Markets Tiril Støle Nils Christian Øyen +47 41 49 98 58 +47 99 50 02 40 tiril.stole@sb1markets.no nils.oyen@sb1markets.no Largest shareholders as of 31 December 2021 Komplett Bank / Annual Report 2021 11

12 Board of Directors Board of Directors Stig Eide Sivertsen Chair of the board Mr. Sivertsen has served as independent board member in Komplett Bank ASA since the general meeting of 2018. He was appointed Chair of the Board in August 2019. He has broad operational experience from technology, media and finance as well as extensive experience as a board member of listed companies. Sivertsen served as CFO in Schibsted and PGS, was the founder and CEO of Nettavisen and group CEO of Telenor Broadcast Holding AS, in addition to group CEO in Opplysningen (1881) AS. He holds a BA (Hons) Econ and an MSc. from University of Durham (UK) and supplementary Law degree from the University of Bergen. Live Haukvik Member of the board Ms. Haukvik has been Member of the Board of Directors since 2013 and the Chair of the Board of Directors from December 2013 until August 2019. Ms. Haukvik previously worked as CFO / COO in Komplett Group. She has extensive board experience from several blue chip companies including Eksportfinans, Kvaerner, BI Norwegian Business School, Sparebanken 1 BV and Borgestad. She holds a Master of Finance (liz.rer.pol.) from Université de Fribourg, Switzerland and a Master of Management from BI Norwegian Business School. Bodil Palma Hollingsæter Vice chair of the board Mrs. Hollingsæter was elected Vice Chair of the Bank in April 2015 and has served on the board since March 2014. Mrs. Hollingsæter currently works as Special Advisor at Innovation Norway and as Vice Chair of Teknika AS. She has an extensive banking background on an executive level from positions, such as Director at Innovation Norway, Regional General Manager at Sparebanken Møre and Bank Manager at Romsdals Fellesbank. She also has board experience from companies including Eksportfinans, Kommunekreditt and Kommunalbanken. She holds an MSc. in Business and Economics and an AFA (CEFA equiv.) from the Norwegian School of Economics. Nishant Fafalia Member of the board Board Member since February 2021. Mr. Fafalia is Investment Director in Kistefos AS and has worked in Kistefos for 10 years. During that period, he followed up the company’s significant involvement as a shareholder in both Norwegian and international banks, and has, among other things, been a member of the board of Advanzia Bank based in Luxembourg and operating in a number of European countries, for the past 4 years. Fafalia also holds a number of board positions in other companies in significant growth.

Komplett Bank / Annual Report 2021 13 Erik Hellqvist Member of the board Employee elected board member since October 2021. Deputy board member since March 2020. Mr Hellqvist has been employed by Komplett Bank ASA since August 2019 and currently holds the position as Team Leader for Customer Service Sweden. He has broad experience from customer service. Before working in the bank, Hellqvist worked in retail as a store manager. Mr Hellqvist hold a Bachelor degree in business administration from NMBU. Jonna Kyllönen Member of the board Employee elected board member since March 2020. Ms. Kyllönen has been employed in Komplett Bank ASA since November 2016 and currently holds the position as Operations Manager for Customer Service. She has broad experience from the banking sector in Finland and managing customer service operations. Before working in the bank, Kyllönen worked with both individual investments and lending. Ms. Kyllönen holds an MBA from Kajaani University of Applied Sciences and a BBA from Jyväskylä University of Applied Sciences. Harald Hjorthen Member of the board Member of the board of Directors since August 2019. Mr. Hjorthen has extensive experience from the financial industry as a credit analyst at DNB, investment analyst at Kistefos AS, seven years as portfolio manager at Norges Bank Investment Management (NBIM) stationed in Norway and Singapore and as an analyst in Trient Asset Management. Today he works as manager of his family’s investment company, Sniptind Invest AS. He holds a MSc in Economics and Business Administration from the Norwegian School of Economics.

Management Øyvind Oanes Chief Executive Officer Wilhelm B. Thomassen Chief Operating Officer Annika Ramstedt Chief Credit Risk Officer Eirik Holtedahl Chief Financial Officer Martin Valland Chief Technology Officer (interim) Mr. Oanes joined Komplett Bank as CEO in October 2021. Prior to joining the bank he was a partner at Exton Consulting, a strategy consulting firm specializing in banking. Mr. Oanes has extensive experience form the sector and has held the positions of Group CEO of 4finance, CEO of Swiss fintech company Numbrs and CEO of Raiffeisen’s multi-country digital bank ZUNO. He was a Managing Director at Austria´s Bawag Group and spent several years working for GE Capital. In addition, he has broad experience from various board positions in Austria, Switzerland and Norway, including Monobank and BRAbank. Mr. Holtedahl was appointed Chief Financial Officer in February 2022. Mr. Holtedahl has more than 20 years of experience working with consumer finance, credit cards and financial services. Previous positions include Co-Founder, CFO and Deputy CEO in Advanzia Bank, Luxembourg, Co-Founder and VP of Treasury in Bankia Bank ASA and Deputy Director General in the Norwegian Ministry of Finance. Mr. Holtedahl holds a Bachelor of Commerce, Economics and Accountancy from Concordia University (Canada) and an MSc. studies in Economics from the University of Oslo. Mr. Valland was appointed interim Chief Technology Officer in March 2022. Mr. Valland has a comprehensive background in the financial services industry. Previous experience includes co-founder and CTO of Monobank/ BRAbank and Chief Software Architect at Skandiabanken/Sbanken. He holds an MSc in Computer Science from NTNU. Thomassen served as Chief Compliance officer fromMay 2015 until May 2019, at which time he was made Director of Legal and HR. He also served as a board member from December 2012 to May 2015. Previous positions include Director Lean & Business Development at Statoil Fuel and Retail and Department Director of Cards at Santander Consumer Bank. Mr. Thomassen holds a master’s degree in European Business from Royal Holloway University of London and an Executive MBA from the Norwegian School of Economics. Ramstedt has been with Komplett Bank since early 2017. Before being appointed Chief Credit Risk Officer in June 2019, she worked for a period as Project Director followed by Director Loans Sweden & Finland. She has an extensive background in the Consumer Finance sector in roles such as Head of Personal Loans in Bluestep and Head of Credit Risk Sweden at EnterCard. She holds a BA in Statistics from the University of Stockholm. Enok Hanssen Chief Commercial Officer Mr. Hanssen has been with the company since early 2017 as Director of POS and in June 2019, his responsibilities were expanded to include overseeing consumer loans, and now CCO. Before joining Komplett Bank Hanssen held a number of positions with Intrum Justitia, including Group IT Director Western Europe, Managing Director for Intrum Justitia Italy and Business Development Manager Central Europe. He also held the position of CIO/COO for Buckaroo. Mr. Hanssen holds a BBA from the University of Gothenburg. 14 Management

Corporate governance Norwegian Code of Practice for Corporate Governance 1. Statement of corporate governance Good corporate governance is a key priority for the Board of Komplett Bank. The Bank seeks to maintain high standards for corporate governance which it considers to be an important prerequisite for long-term value creation. As a Norwegian public limited company listed on the Oslo Stock Exchange, Komplett Bank is subject to requirements in accordance with the Accounting Act 3-3b as well as the Oslo Stock Exchange’s “Ongoing obligations for listed companies” regarding the annual statement of principles and practices for corporate governance. The Bank follows the Norwegian Code of Practice for Corporate Governance (the “Code”), adopted by the Norwegian Committee for Corporate Governance (NUES) on 14 October 2021. The Code is built on the “follow or explain” principle, which means that companies applying the Code may deviate from individual regulations but must then provide an explanation for the deviation. Komplett Bank’s management and Board conduct an annual review of the Bank’s principles and practices relating to corporate governance. This report explains Komplett Bank’s principles for corporate governance, and how the Bank complies with the Code. There are no significant discrepancies between the Code of Practice and Komplett Bank’s practice. 2. Operations Komplett Bank may, within the framework of the legislation that applies at any given time, perform all transactions and services that are common or natural for banks to perform. This is stated in the Bank’s articles of association, which are available at www. komplettbank.no. Komplett Bank primarily offers unsecured financing to private individuals who qualify after a specific credit assessment. Komplett Bank also follows a growth strategy based on geographical distribution in the Nordic region and has launched its loan products aimed at the private market in Norway, Finland and Sweden. Credit cards are offered in Norway, Finland and Sweden. The Bank offers point-of-sale (POS) financing products in Norway and Sweden. Deposit accounts are offered to private customers in Norway, Sweden and Germany. The Board sets clear goals, strategies and a risk profile for the Bank with a view to creating value for its stakeholders. The Bank’s goals, strategies and value creation are reviewed annually by the Board and communicated to the market through annual and quarterly reports. Komplett Bank has also prepared several guidelines that will guide the Board, management and employees in their daily work, as well as contribute to building trust and credibility internally and externally. These include guidelines for ethics, anti-corruption and money laundering, data security and whistleblowing. Corporate governance at Komplett Bank is designed to achieve the Bank’s strategic goals and at the same time safeguard the Bank’s values and ethical guidelines. An organisational structure has been established with clearly defined areas of responsibility that facilitate the overall management of the Bank. The Bank’s goals, strategies and risk profile are described in the annual report for 2021, together with an account of the Bank’s work related to ESG responsibility. 3. Share capital and dividends The Board of Directors of Komplett Bank continually assesses the Bank’s capital situation considering regulatory requirements, the Bank’s goals, strategy and the desired risk profile. Komplett Bank aims to have a total capital adequacy ratio of 21.6%, including a common equity Tier 1 capital adequacy ratio of 18.1% to provide room for manoeuvre to achieve the Bank’s financial targets. Komplett Bank had as at 31 December 2021 an equity of NOK 1,964.1 million. In accordance with established calculation rules for capital adequacy for financial enterprises, Komplett Bank’s total capital adequacy was 24.0%, while the common equity Tier 1 capital adequacy was 20.7%. The requirement for common equity Tier 1 capital is 17.0%, and the Board considers the Bank’s capital position to be strong. Komplett Bank’s Board of Directors has adopted a dividend policy to ensure that the Bank has sufficient capital to grow in selected markets in accordance with the Bank’s strategy. Surplus capital will be distributed to the shareholders in the form of dividends. Komplett Bank paid its first dividend in 2021 of NOK 0.42 per share, a total NOK 78.5 million. The Board of Directors of Komplett Bank proposes no dividend in 2022. Komplett Bank / Annual Report 2021 15

Board authorisations At the Annual General Meeting on 15 April 2021, five authorisations were given to the Board with defined purposes. Each of the items was voted on separately: Ǵ Authorisation to increase the Bank’s share capital by up to NOK 4 millionin connection with the Bank’s option programme for employees. As at 31 December 2021, the authorisation has been partially used. The authorisation is valid until the Bank’s Annual General Meeting in 2022, but no longer than until 30 June 2022. Ǵ Authorisation to increase the Bank’s share capital by up to NOK 18,685,514, corresponding to 10% of the Bank’s share capital, in order to strengthen the Bank’s financial structure. The authorisation is valid until the Bank’s Annual General Meeting in 2022, but no longer than until 30 June 2022. As at 31 December 2021, the authorisation has not been used. Ǵ Authorisation to issue bonds that are approved as other Tier 1 capital and/or subordinated loans that are approved as additional capital for up to NOK 200 million. The authorisation runs until the Annual General Meeting in 2022. As at 31 December 2021, the authorisation has not been used. Ǵ Authorisation to purchase own shares by up to NOK 5 million to optimise the Bank’s financial structure. The authorisation is valid until the Bank’s Annual General Meeting in 2022, but no longer than until 30 June 2022. As at 31 December 2021, the authorisation has not been used. Ǵ Authorisation to pay out dividend of NOK 0.28 per share. The authorisation is valid until the Bank’s Annual General Meeting in 2022, from 1October 2021. As of today, the authorisation has not been used. 4. Equal treatment of shareholders and transactions with associates The Board of Directors and the management of Komplett Bank emphasise that all shares in the Bank must be treated equally and that they must have the same opportunity to exert influence. Komplett Bank has one share class, and each share allows one vote. The Bank’s transactions in own shares are made on the stock exchange or in some other manner at the stock exchange price. In the event of increases in the share capital, the Bank’s existing shareholders have a pre-emptive right. Any deviation from this pre-emptive right must be justified in a stock exchange announcement related to the capital increase. There were no such cases during 2021. Komplett Bank has established, as a supplement to the board instructions, guidelines for transactions with related parties. This means, among other things, that transactions with related parties must be carried out at arm’s length and on market terms. For not insignificant transactions between the Bank and related parties, an independent valuation must be obtained which must be made known to the shareholders. Komplett Bank has established a long-term commercial and strategic partnership with Komplett Group and aims to develop financial products and services based on this partnership. There is a co-operation agreement between Komplett AS and Komplett Bank ASA. The agreement covers IP rights, marketing co-operation and other services. The agreement was renewed in 2017 with a duration of five years. Furthermore, an agreement has been entered into on product collaboration related to the Bank’s credit card and its associated benefits programme. The agreement was renewed in 2018 with a duration of five years. An agreement has also been entered into with Komplett AS for the development of a solution for integrating the Bank’s products for point-of-sale (POS) financing into the Komplett Group’s POS solutions. The Bank’s products are implemented with all their core functionality as part of the trading platforms for komplett.no and komplett.se. All transactions with related parties are carried out on similar terms and conditions as if they had been entered into between independent parties. For more information on transactions with related parties, see note 21 in the annual report for 2021. 5. Shares and negotiability Komplett Bank’s shares are listed on the Oslo Stock Exchange with the ticker “KOMP” and are freely tradable. The articles of association do not contain any restrictions related to owning, trading or voting for the Bank’s shares. 6. General Assembly Through the General Assembly of Komplett Bank, the shareholders exercise the supreme authority in the Bank. According to the articles of association, the Annual General Meeting must be held each year by the end of April. Notice of the general meeting, as well as a meeting notice and a proxy form, will be made available on Komplett Bank’s website ir.komplettbank.com no later than 21 days before the general meeting is held. Shareholders who wish to attend the general meeting must send in the registration form or proxy form as stated in the meeting notice. The procedure for voting, including the procedure for attending by proxy, and the shareholders’ right to submit alternatives to the Board’s proposals on the agenda of the general meeting, must be included in the notice. According to Komplett Bank’s articles of association, the chair of the Board declares the general meeting open and facilitates the election of an independent chairperson. The Board members and auditor must also attend the ordinary general meeting. The Board members have the right to be present and speak at the general meeting. The chair of the Board and the managing director have a duty to attend unless there is an excused absence, in which case a deputy must be appointed. 16 Corporate governance

The general assembly elects the Board’s shareholder-elected members as well as members of the nomination committee. The general meeting also elects the Bank’s auditor. Separate voting is arranged for members of the Board and the nomination committee who are up for election. Decisions are made by a simple majority, unless otherwise provided by law or the articles of association. In 2021, the Annual General Meeting was held on April 15 with 43.18 % of the total outstanding shares and votes represented. Nishant Fafalia was elected as board member in an extraordinary general meeting held February 12, 2021, as Jan Ole Stangeland resigned. Fafalia is up for election in 2022. 7. Nomination committee In line with the articles of association, the Bank has established a nomination committee consisting of three members. The members are elected by the general meeting for two years at a time. As at 31 December 2021, the nomination committee consists of: Tom O. Collett (chair, up for election in 2022) Nils J. Krogsrud (up for election in 2023) Alexander Farooq (up for election in 2023) All three, in accordance to article 7 in the Norwegian code of practice, are considered independent of the Board and day-to-day management. Board members, the CEO and other members of the Bank’s executive management may not be elected as members of the nomination committee. Separate guidelines have been issued for the nomination committee’s tasks, composition and criteria for eligibility. The nomination committee’s duties are to propose candidates for election as members of the Board and to make recommendations on remuneration for members of the Board and its subcommittees, as well as for the nomination committee. The report from the Board’s annual self-evaluation is handled by the nomination committee. The nomination committee shall report on its work and present its reasoned recommendation to the general meeting. The recommendation must include relevant information about the candidates and an assessment of their independence from the company’s management and Board. The nomination committee should be in contact with shareholders, the Board members and the CEO in the task of proposing candidates for the Board and getting support for its recommendation from the Bank’s largest shareholders. The nomination committee’s reasoned recommendation to the general meeting is made available no later than 21 days before the general meeting is held. The nomination committee’s recommendations must always satisfy the requirements for the composition of the Board laid down in applicable legislation and relevant regulations. 8. Board of directors, composition and independence According to the current articles of association, the Bank’s Board of Directors must consist of five members who are all elected by the general meeting, as well as two employee representatives who are elected by and from among the Bank’s employees. Overall, the Board shall have the competence that is necessary to carry out its tasks based on the Bank’s organisation and activities, and at least one of the members shall have qualifications in accounting or auditing. According to the current articles of association, two of the Board’s elected members must be employees of the Bank. For these members, two personal deputies with the right to attend and speak on the Board shall be elected. The General Assembly elects the chair and deputy chair of the Board. The Board members are elected for two years at a time. The majority of the shareholder-elected members of the Board of Directors are independent of senior executives and significant business associates and at least two of the shareholder-elected members are independent of the Bank’s main shareholders. In 2021, the Board held 22 meetings. The audit and risk committee has held 11 meetings AS AT 31 DECEMBER 2021, THE BANK’S BOARD OF DIRECTORS CONSISTED OF THE FOLLOWING MEMBERS: Name Role Independent of largest shareholder First time elected On election Number of meetings in 2021 Number of shares in Komplett Bank Stig Eide Sivertsen* Chair Yes 2018 AGM ‘22 22 200,000 Bodil Palma Hollingsæter* Vice chair Yes 2014 AGM ‘23 22 539,117 Live Haukvik Board member Yes 2013 AGM ’22 22 0 Nishant Fafalia Board member No 2021 AGM ‘22 19 70,000 Harald Hjorten* Board member Yes 2019 AGM ’23 22 3,319,699 Jonna Kyllönen Employee elected Yes 2020 AGM ‘22 22 6,343 Erik Hellqvist Employee elected Yes 2020 AGM ’22 4 0 * Stig Eide Sivertsen owns 100% of Theoline AS which owns 200,000 shares in Komplett Bank, Bodil Palma Hollingsæther owns 50% of To & Bo AS which owns 459,117 shares in Komplett Bank and Harald Hjorthen owns shares directly and indirectly in Sniptind Invest AS which owns 3,239,699 shares in Komplett Bank. Komplett Bank / Annual Report 2021 17

9. The work of the Board of Directors The Board of Komplett Bank shall ensure a sound organisation of the business. The Board adopts plans and budgets as well as guidelines and necessary authorisations for the Bank’s activities and ensures that the company has appropriate systems in place for risk management and internal control. The Board keeps informed on an ongoing basis about the company’s financial position when reviewing and approving quarterly and annual reports as well as monthly reviews of Komplett Bank’s financial position and development. The Board monitor and manage the Bank’s overall risk. Furthermore, the Board shall regularly assess whether the Bank’s management and control routines are adapted to the level of risk and the scope of the business. The Board of Directors has approved up a set of instructions for the Board’s responsibilities and duties, The Board has prepared an instruction for the Board’s responsibilities and tasks, which matters are to be dealt with by the Board, as well as procedures and rules. In accordance to article 9 in the Norwegian code of practice, the board instructions describes how the Board should process agreements with related parties. The BoD report should contain information if such agreements are made. The purpose is to be transparent of any potential conflict of interest. The Board also establishes an annual plan for its work. The Board has also established instructions for the day-to-day management of the Bank. The CEO is responsible for ensuring that the Board’s adopted goals, frameworks, guidelines and authorisations for the Bank’s risk management and internal control are observed, including ensuring that senior executives implement and document necessary internal control measures to identify, measure, monitor and control risk as well as provide the Board with relevant and timely information that is important for the Bank’s risk management and internal control. The CEO is also responsible for ensuring compliance with the Bank’s policies and guidelines, as well as with the Board’s decisions. The Bank has adopted special procedures regarding notification and impartiality where Board members and/or management have a personal or financial interest in transactions the Bank enters into. Before a case that is of particular importance to Board members or company management, or any related parties, is handled, the person who is not eligible to participate in the handling of the case or the decision must declare his/her ineligibility and refrain from all further involvement in the case. The same follows from the Bank’s ethical guidelines. Board committees The Board has established an audit and risk committee consisting of two external Board members, in which the CEO and CFO participate from the administration. The committee makes thorough assessments of the Bank’s risk management and internal control as well as the Bank’s financial position, including financial reporting. The audit and risk committee shall further ensure that the Bank has an independent and efficient external and internal audit and satisfactory financial reporting in accordance with laws and regulations. At the end of 2021, the committee consisted of Bodil Palma Hollingsæter (chair) and Stig Eide Sivertsen. 11 meetings of the audit and risk committee were held in 2021. In 2021, the Board established a remuneration committee consisting of up to 2 Board members and an employee representative, who are independent of the company’s management. The remuneration committee is responsible for preparing and proposing Komplett Bank’s remuneration scheme to the Board and shall ensure that it contributes to promoting and providing incentives for good management and control of the Bank’s risk, counteracts high risk-taking and contributes to avoiding conflicts of interest. The remuneration scheme is designed in accordance with the requirements applicable at any given time for financial enterprises in law and regulations. In accordance with the Public Limited Liability Companies Act 6-16a, the Board prepares a statement on the determination of the salaries for the CEO and other senior executives. At the end of 2021, the remuneration committee consisted of Live Bertha Haukvik (chair), Harald Rygh Hjorthen (member) and Jonna Kyllönen (member). For 2021 a separat report on salary and other remuneration paid to management employees pursuant to § 6-16b of the Norwegian Public Limited Liability Companies Act is published. 10. Risk management and internal control Risk management and internal control form a central part of Komplett Bank’s strategy and operations. The Bank has implemented guidelines and procedures to ensure that risk management and internal control are appropriate and sufficient considering the level of risk and scope of the business. The Board of Directors of Komplett Bank is responsible for ensuring that the Bank has regulatory capital that is appropriate for the risk profile adopted and regulatory requirements. Risk management and internal control also form a key part of the Bank’s assessment of the capital requirements in the short and long term, where risks associated with the business and potential risks are included in the assessment. Risk management and internal control in the Bank shall ensure the achievement of the Bank’s strategic goals and at the same time ensure solid financial stability. This goal is achieved by: Ǵ A strong organisational culture characterised by a high awareness of risk. Ǵ Good understanding of risks that create earnings, including the ability to operate within the risk profile defined by the Board. 18 Corporate governance

Ǵ Striving for optimal capital utilisation within the adopted business strategy. Ǵ Avoiding unexpected events that could have a material adverse effect on the Bank’s financial position or reputation. As Komplett Bank primarily generates earnings through credit exposure in the retail market for unsecured credit, it follows from the guidelines that Komplett Bank’s risk appetite for credit risk is higher than the risk appetite for liquidity, market and operational risk. Komplett Bank has established ethical guidelines that apply to all employees, as well as a framework for risk management and internal control that includes, among other things, guidelines for anti-corruption and money laundering, data security, accounting reporting and handling of inside information. Komplett Bank is subject to statutory supervision in the countries where licensed activities are conducted, including by the Financial Supervisory Authority of Norway in Norway, in addition to control from the Bank’s own control bodies and external auditor. Risk mangement and internal control The areas of responsibility of the Board and the CEO are defined in the Board instructions and the instructions to the CEO, respectively. In addition, the Bank has a clear organisational structure with clearly defined roles and areas of responsibility for the Bank’s risk management and internal control. Risk assessment is part of the Bank’s management responsibility, where the department heads are responsible for identifying, assessing and managing risks related to their area that may affect the Bank’s ability to achieve its goals. These assessments are regularly reported to the CEO. The responsibility for the Bank’s independent control functions for risk and internal control lies with the Bank’s risk control function and the compliance function. The risk control function shall ensure that all significant risks in the company are identified, handled and reported by the relevant units in Komplett Bank. The risk control function reports directly to the Board in cases where the Board does not receive the necessary information in the normal internal reports or notifies the Board in cases where identified risks affect or may affect the Bank negatively. The compliance function is responsible for performing independent control, advisory, reporting and monitoring the Bank’s compliance with internal and regulatory requirements, and reports directly to the CEO and the Board. The Bank has also established a balance sheet committee, which exercises the overall management of the Bank’s liquidity risk level. The committee prepares, i.a., proposals to the Board of Directors for changes in the Bank’s financial policy and decides on investment strategies and changes in the terms of the Bank’s deposit products as well as follows up internal control and reporting. The committee is also responsible for preparing matters for the Board regarding the internal capital assessment process (ICAAP), including judging capital requirements, and the Bank’s contingency plan for liquidity. The committee consists of the CEO, CFO, CCRO, and CCO, and is chaired by the CFO. The CEO, CFO, CCRO and CCO make up the Bank’s credit committee. The compliance officer has the right to attend, but not the right to vote. The committee is chaired by the director of credit and debt collection. The credit committee shall, among other things, approve proposals to the Board of Directors regarding changes to the Bank’s credit policy, decide on the delegation of credit authorisations and change or establish new credit routines and credit processes. Furthermore, the committee shall follow up internal control and submit regular reports regarding the Bank’s exposure and management of credit risk. In 2019, the Board established an internal audit function as part of the work to ensure good internal control and identify risks. EY was elected as an independent internal auditor. The role of the internal audit is to check that the Bank is organised and operated in a responsible manner and in accordance with current requirements for the business. Matters that are considered unsatisfactory must be reported to the audit and risk committee and the general manager. The internal auditor performs his audit in accordance with annual audit plan approved by the Board and instructions established by the Board. Financial reporting Komplett Bank’s CFO is responsible for the finance department and shall always maintain an overview of the Bank’s financial position and prepare accounts and reports, including preparing the financial reporting to public authorities and conducting ongoing management and control of the Bank’s total liquidity and financial risk. The CFO is also responsible for ensuring that the accounting process takes place in accordance with current regulations, including IFRS. The Board receives periodic reports on the company’s financial results, as well as quarterly reports in connection with the Bank’s earnings reports. The auditor participates in meetings with the audit and risk committee and the Board meeting related to the presentation of the preliminary annual accounts. The finance department is responsible for risk management related to market risk, liquidity risk, financial risk and counterparty risk outside the lending business. The finance department is responsible for complying with risk decisions adopted in the Bank’s finance policy, which are adopted by the Board of Komplett Bank. The policy sets the framework for what the board considers to be a satisfactory risk profile and shall contribute to appropriate risk Komplett Bank / Annual Report 2021 19

management and internal control, and thus ensure regular reporting and monitoring. Information on the Bank’s most important risk factors is described in the Board’s annual report and note 18 to the annual accounts. 11. Remuneration to the board The Board’s remuneration is determined by the general meeting based on a recommendation from the nomination committee. Remuneration to the Board of Directors is not performance-dependent or dependent on the performance of the Bank’s shares. No options are issued to the Board members, and the shareholder-elected Board members are not entitled to a pension scheme or severance pay from the company. None of the shareholder-elected Board members have duties for the Bank beyond the Board position. The remuneration to the Board is explained in more detail in the annual report, note 20. 12. Remuneration to senior executives The Bank has prepared guidelines for remuneration for its senior executives as well as other employees with significant responsibility for the company’s risk exposure. The purpose of the guidelines is to help promote and provide incentives for good management and control of the Bank’s risk, counteract high risk-taking and help to avoid conflicts of interest. The Bank’s guidelines for remuneration to senior executives are described in note 20 to the annual accounts for 2021 and are presented annually for consideration of the general meeting. It is clearly stated which guidelines are indicative for the Board, and which are binding. The general meeting votes separately on the two parts of the guidelines. Remuneration to senior executives consists of a fixed salary, variable remuneration as well as pension and insurance schemes. It shall motivate hard work to achieve long-term value creation and sensible risk-taking in the Bank. The Board makes an annual assessment of the maximum level for variable remuneration to management employees. For 2021, the variable remuneration is limited to 50% of the fixed salary. 50% of the vaiable remuneration is granted as share options, which is vested with equal amounts once a year, the first time one year after grant date. Remuneration is determined based on an overall assessment, based on quantitative and qualitative factors related to the individual’s role and responsibilities, as well as the Bank’s results, risk profile and value creation over time. Komplett Bank’s variable remuneration scheme is designed in accordance with current requirements for remuneration schemes for banks. A share option programme has also been established for senior executives. The option programme is based on the employee’s basic salary and other variable remuneration, with the possibility of receiving options for up to 33% of the fixed salary. The share options are granted at full market value at the time of the allotment based on the trading price in accordance with Black & Scholes’ option pricing model, and entails a lock-up period of three years. Regarding fixed salary, the employees may, within intervals based on the employee’s position in the Bank, choose the proportion of the salary to be granted in share options. The option programme is reviewed and evaluated annually by the Bank’s Board. 13. Information and communication Komplett Bank has adopted an investor relations policy to ensure that the financial market and shareholders have sufficient information about Komplett Bank to ensure efficient pricing. This is available from the website www.ir.komplettbank.com. The Bank will strive to ensure non-discriminatory sharing of information when the Bank is in contact with shareholders and analysts. Communication with shareholders, investors and analysts is a priority for the Bank. It is mainly the CEO and CFO who speak on behalf of the Bank to the capital markets. Investor information such as annual and interim reports, open presentations and the financial calendar are made available on the Bank’s website at the same time as they are released to the market. Stock exchange announcements are published via the Oslo Stock Exchange’s official communication channel for listed companies, Newsweb. The Board has also established guidelines for the Bank’s contact with shareholders outside the general meetings. 14. Company acquisition Any party who wants to carry out acquisitions that will result in them becoming the owner of a qualified ownership interest (10% or more) in a financial enterprise, must in advance send notification of this to the Financial Supervisory Authority of Norway. Acquisition of a qualified ownership interest can only be carried out with permission from the Financial Supervisory Authority of Norway. The Bank has prepared guidelines for any takeover bids, and the Board of Komplett Bank will handle any bids in accordance with these guidelines. 15. Auditor Komplett Bank’s auditor is PricewaterhouseCoopers AS, and is elected by the general meeting. The auditor presents the annual plan for carrying out the audit work to the Board. The auditor 20 Corporate governance