Komplett Bank Annual Report 2022

Annual Report 2022

Content Komplett Bank in brief 4 2022 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 86

Komplett Bank / Annual Report 2022 3

Komplett Bank in brief Consumer loans 74 thousand customers NOK 8,618 million net loans POS finance 185 thousand customers NOK 373 million net loans Credit cards 56 thousand customers NOK 649 millioner net loans Deposit accounts 39 thousand customers NOK 9,348 million deposits Komplett Bank (“the Bank”) is a specialized consumer finance bank with an ambition to create long-term value by offering a variety of financing solutions primarily to consumers in the Nordic market. In an increasingly digital market, Komplett Bank focuses on creating customer value through flexible solutions and efficient and user-friendly processes. Komplett Bank follows a growth strategy based on product diversification and geographic expansion. The product portfolio includes 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 2022 5

2022 in numbers Net loans (NOK million) At the end of 2022, Komplett Bank had NOK 9,6 billion gross loans and approximately 314 thousand loan customers spread across different products and markets. Komplett Bank is well capitalised with a CET1 ratio of 20.5 % 31 December 2022. 0 1000 2000 3000 4000 5000 6000 7000 8000 9000 10000 - - - 2022 2021 2020 2019 2018 2017 Loans Norway Credit cards Loans Finland POS Finance Loans Sweden Gross loan distribution by product Customer distribution by product NOK 9.6 billion 314 thousand Loans Norway 37% Credit cards 6% Loans Finland 30% POS Finance 4% Loans Sweden 23% Loans Norway 11% Credit cards 18% Loans Finland 8% POS Finance 59% Loans Sweden 4% 6 2022 in numbers

Key figures Figures in NOK million 2022 2021 2020 2019 2018 P&L items Net interest income 793 884 1 069 1 115 960 Total income 801 876 1 100 1 176 1 031 Operational expenses -507 -415 - 388 - 442 - 339 Losses on loans -292 -739 - 364 - 454 - 249 Profit after tax 1 -209 263 203 331 Earnings per share (NOK) -0.07 -1.19 1.36 1.11 1.91 Balance sheet items Gross loan to customers 9,640 8,220 9,507 9,306 8,316 Net loans to customers 9,111 7,398 8,361 8,496 7,844 Deposits from customers 9,348 7,934 8,992 8,520 7,366 Total equity 1,953 1,964 2,304 1,850 1,620 Other key figures CET1 ratio 20.5 % 20.7 % 22.7 % 21.2 % 20.0 % Total capital ratio 23.6 % 24.0 % 26.3 % 22.4 % 21.4 % Cost/income ratio 63.3 % 47.4 % 35.2 % 37.6 % 32.9 % Loan loss ratio 3.3 % 9.4 % 4.3 % 5.6 % 3.7 % Return on equity (ROE) adj -0.8 % 6.5 % 14.7 % 17.2 % 22.6 % Price per share (NOK) 4.8 7.7 9.0 12.5 12.6 Number of shares (million 187 187 187 184 173 Market cap (NOK million) 900 1 447 1 680 2 298 2 176 Gross loan growth 23.2 % Gross loan (NOK) 9.6 bn CET ratio 20.5 % Capital ratio 23.6 % Komplett Bank / Annual Report 2022 7

Letter from the CEO Repositioning the Bank for profitable growth Komplett Bank is on a journey that really started towards the end of 2021. At that time, we sold portfolios of defaulted loans and entered into ongoing sales agreements for defaulted loans (so-called forward flow agreements) in all countries where Komplett Bank operates. The clean-up of the balance sheet enabled us to reduce credit risk in the bank, and through this work, we are now in a much better place to position ourselves for growth going forward. At the beginning of 2022, we carved out a new strategy with a clear goal of repositioning the bank for profitable growth, with a focus on improving risk-adjusted margins and significantly increasing efficiency and scalability. During the past year, we started delivering on this plan. The first step was to reduce the management team from ten to six members with clearer and more defined areas of responsibility that would enable the overall management team to implement and deliver results of the new strategy more effectively. Together, we have gained a good understanding of how to build a future-oriented company, and we have set ambitious goals to be a modern and cost-effective niche bank that is positioned for the exciting growth opportunities we see ahead. In the second half of the year, we started seeing very good results from the many initiatives we put in place to increase new sales and grow the loan portfolio, resulting in a strong balance sheet growth of approximately 30% during the period, while managing to keep the margins relatively stable. In addition, we are already seeing results from the structural measures we have implemented to reduce costs. At the same time, we see potential for significant further efficiency gains: Technology simplification is one of the strategic initiatives that is now being implemented to improve scalability and reduce costs. We are well underway in transferring the business to a more efficient IT platform, which will eventually result in a significant reduction in IT infrastructure costs. We expect this process to take 12 months. The tragic war in Ukraine has contributed to increased macroeconomic uncertainty throughout 2022. This uncertainty has spilled over into the household economy for most people, and many have experienced increased prices on groceries, electricity, and most notably, higher interest rates on loans. This global macroeconomic situation is likely to persist in 2023, which will affect consumer liquidity and spending patterns. In 2022, we established a strategic action plan which we gradually implemented throughout the year. In 2023, we will gradually reap the benefits of growth and increased efficiency before scalability will truly be manifested in 2024 8 Letter from the CEO

However, we see positive prospects for growth and increased profitability this year. The prospects are based on the bank having a well-diversified loan portfolio of 10 billion Norwegian kroner, a continued strong inflow of loan applications, profitable operations, and exposure to a robust Nordic market for consumer financing. We are by no means at the end of an exciting journey. Not even at the beginning of the end, but we are probably at the end of the beginning. It has been tough, but there has been great understanding for the changes that have been made. It has impressed me. I am very proud of the commitment of our talented employees. It will prove to be a real asset in the coming months and years. Komplett Bank is currently a bank with a solid capital base that provides good support for our growth strategy. I look forward to continuing the journey towards a more profitable and cost-effective niche bank. Øyvind Oanes, CEO Komplett Bank today has a solid foundation that provides good support for our growth strategy. Komplett Bank / Annual Report 2022 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 is listed on the Oslo Stock Exchange under the ticker KOMP. As of December 31, 2022, there were 187,594,488 shares issued with a nominal value of 1 Norwegian Krone. Apart from redemptions related to the Bank’s option program and exercised subscription rights, the latest issuance was in March 2023, and prior to that in November 2017 when the Bank was listed on the Oslo Stock Exchange. The market value of the company at the end of 2022 was 0.9 billion Norwegian kroner, down from 1.4 billion Norwegian kroner at the end of 2021. This corresponds to 0.5 times the book value of the Bank’s equity as of December 31, 2022. At year-end December 31, 2022, the share price was 4.80 NOK compared to 7.73 NOK at year-end 2021. This corresponds to a return of -37.9%. The stock price reached its highest value of 8.08 NOK in April 2022, while the lowest price of 4.80 NOK was recorded in December 2022. Throughout 2022 Komplett Bank’s shares were traded on 253 days out of 257 trading days at the Oslo Stock Exchange, and the average daily trading volume was 99,431 shares, equivalent to 25.2 million shares. This gives a turnover rate of 13% of the total number of outstanding shares. 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 that ensures the Bank has sufficient capital to grow in selected markets in accordance with its strategy. Available capital beyond this will be returned to shareholders in the form of dividends. Komplett Bank paid its first dividend in April 2021, equivalent to NOK 0.42 per share. No dividend will be paid for the 2022 financial year. Shareholders Komplett Bank had a total of 3,495 shareholders at the end of 2022, where the 10 largest shareholders owned 53.3% of the shares. The majority of the bank’s shares are owned by Norwegian investors. At the end of 2022, 138,348,936 shares were owned by Norwegian investors and 49,245,552 shares were owned by foreign investors. This gives a foreign ownership share of 26.3%. Kistefos is the largest shareholder in Komplett Bank with a holding of 44.7 million shares, equivalent to 23.8% of the number of issued shares at the end of 2022. Komplett Bank strives to ensure non-discriminatory distribution of information in its communication with the financial markets to develop and retain investor confidence. Furthermore, the Bank strives to ensure that shareholders, investors, and analysts have sufficient information to assess a fair pricing of the Bank’s shares. 10 Shareholder information

Relative share performance 0 2 4 6 8 10 31 Dec 22 29 Nov 22 31 Oct 22 30 Sep 22 30 Aug 22 31 Jul 22 28 Jun 22 31 May 22 30 Apr 22 29 Mar 22 28 Feb 22 31 Jan 22 31 Dec 21 NOK Komplett Bank OSE Index (rebased KOMP 31 dec 2021) Geographical distribution of shareholders as of 31 December 2022 Norway 74 % UK 14 % Luxembourg 6 % France 2 % Other 4 % Number of shares (thousands) Ownership (%) Kistefos AS 35,747 19.1 % UBS AG 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 2022, 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 Mari Panengstuen Lars Daniel Westby +47 24 13 37 66 +47 24 14 74 00 mp@sb1markets.no lars.westby@sb1markets.no Largest shareholders as of 31 December 2022 Komplett Bank / Annual Report 2022 11

12 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. Anna-Karin Østlie Member of the board Anna-Karin Østlie has broad experience from both the financial and the technology sector. She has served as CEO of Mastercard Payment Services Norway and was part of the management team that sold Nets account to account business to Mastercard in 2019. Her experience includes executive positions in DNB Wealth Management and EY in the Nordics and in London. She has boardroom experience from IT companies Kantega, ShiftX and Norsk Pensjon as well as Advisory Board positions with NCE Finance Innovation and Askeladden & Co. Anna-Karin holds a Master of Science degree in Industrial Engineering and Management from the University of Linköping in Sweden and supplementary executive education from IMD in Lausanne, Switzerland and Stanford University in Palo Alto, United States. Bodil Palma Hollingsæter Vice chair of the board Bodil Hollingsæter has been Vice Chair of the Bank since April 2015 and has served on the board since March 2014. Bodil holds several board positions, and 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 also prior 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 more than 10 years. During that period, he has followed up the company’s significant involvement as a shareholder in both Norwegian and international banks, and is, among other things, a member of the board of Advanzia Bank based in Luxembourg operating in a number of European countries. Fafalia also holds a number of board positions in other companies in significant growth. Board of Directors

Komplett Bank / Annual Report 2022 13 Per Olav Mikaelsen Member of the board Employee elected board member since January 2023. Mikaelsen has been employed in Komplett Bank ASA since July 2019 in several different positions and currently holds the position as Product Developer. Per Olav also has previous experience from banking and insurance from past positions in Nordea and Sparebank 1. Per Olav holds a BBA from the University of South-Eastern Norway. 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. Thomas Bjørnstad Member of the board Board member since April 2022. Thomas is CFO in Aera, the payments and ID technology firm founded by tier 1 retailers Coop and NorgesGruppen. Thomas has worked within the financial services, technology, and payment industries for two decades both as a trusted advisor to many companies as managing partner and partner in PA Consulting Group and in executive positions in Nets. Thomas holds a MSc. (Siviløkonom) from the Norwegian School of Economics (NHH).

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 from May 2015 until May 2019, at which time he was made Director of Legal and HR. He also served as a board member from December 2012 to May 2015. Previous positions include Director Lean & Business Development at Statoil Fuel and Retail and Department Director of Cards at Santander Consumer Bank. Mr. Thomassen holds a master’s degree in European Business from Royal Holloway University of London and an Executive MBA from the Norwegian School of Economics. 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 2022, 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 at 31 December 2022 an equity of NOK 1,953.3 million. In accordance with established calculation rules for capital adequacy for financial enterprises, Komplett Bank’s total capital adequacy was 23.6%, while the common equity Tier 1 capital adequacy was 20.5%. The requirement for common equity Tier 1 capital is 17.6%, and the Board considers the Bank’s capital position to be satisfactory. 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. No dividend is paid in 2022. Komplett Bank / Annual Report 2022 15

Board authorisations At the annual general meeting on April 7th, 2022, three authorizations were given to the board with defined purposes. Each of the authorizations were voted on separately. Ǵ Authorization to increase the Bank’s share capital by up to 4 million NOK in connection with the Bank’s employee option scheme was granted at the Annual General Meeting on April 7, 2022. As of December 31, 2022, the authorization has been partially used. The authorization is valid until the Bank’s Annual General Meeting held in 2023, but not beyond June 30, 2023. Ǵ Authorization to issue eligible capital approved as additional core capital and/or eligible loan approved as supplementary capital for up to 200 million Norwegian kroner. The authorization is valid until the ordinary general meeting held in 2023. As of December 31, 2022, the authorization has not been utilized. Ǵ Authorization to purchase own shares for up to 5 million NOK to optimize the Bank’s financial structure. The authorization is valid until the Bank’s ordinary general meeting held in 2023, but no later than June 30, 2023. As of December 31, 2022, the authorization 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 2022. 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. As of December 31, 2022, Komplett Bank had no such agreements. Komplett Bank has had a longstanding commercial and strategic partnership with Komplett Group based on a collaboration agreement between Komplett AS and Komplett Bank ASA. The agreement involves intellectual property rights, marketing collaboration, and other services. There is also an agreement for product collaboration related to the Bank’s credit card with an associated benefits program. The agreement was renewed in 2018 for a duration of 5 years. The partnership has also included an agreement with Komplett AS for the development of a solution for integrating the Bank’s products for purchase financing (POS) into the Komplett group’s point-of-sale solutions. In Q4 2022, the Bank reached an agreement with Komplett Group to exit the POS financing partnership. This is a result of the jointly developed POS product no longer meeting expected returns, as well as progress in the Bank’s strategic repositioning. The Bank and Komplett Group have also agreed to terminate the agreement related to the use of the Komplett brand. As a result of the above, the POS product will be discontinued and the royalty fee agreement will be terminated effective from May 1, 2023. Komplett Bank will be launched under a new name in May 2023. 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 articles of association. The regular general meeting was held on April 7, 2022, with 44.29% of the total outstanding shares and votes represented. Stig Eide Sivertsen was re-elected as chairman of the board. In addition, Anna-Karin Østlie and Thomas Bjørnstad were elected as board members for 2 years and 1 year, respectively. 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 2022 , the nomination committee consists of: Tom O. Collett (chair, up for election in 2024) Nils J. Krogsrud (up for election in 2023) Alexander Farooq (up for election in 2024) All three, in accordance to article 7 in the Norwegian code of practice, are considered independent of the Board and day-today 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 2022, the Board held 13 meetings. The audit and risk committee has held 8 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 1 Chair Yes 2018 AGM ‘24 13 200,000 Bodil Palma Hollingsæter 1 Vice chair Yes 2014 AGM ‘23 13 500,394 Live Haukvik Board member Yes 2013 AGM ’24 10 0 Nishant Fafalia 1 Board member No 2021 AGM ‘24 13 77,121 Thomas Bjørnstad Board member Yes 2022 AGM ’23 10 0 Jonna Kyllönen Employee elected Yes 2020 AGM ‘24 13 6,343 Frank James Wilson 2 Employee elected Yes 2022 AGM ’24 10 0 1 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 Nishant Fafalia owns shares directly and indirectly in Sniptind Invest AS which owns 7,121 shares in Komplett Bank. 2 Per Olav Mikaelsen was elected as an employee representative in an election held in January 2023. He is elected for a term until the regular general meeting in 2024. Komplett Bank / Annual Report 2022 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 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 2022, the committee consisted of Bodil Palma Hollingsæter (chair) and Stig Eide Sivertsen. 8 meetings of the audit and risk committee were held in 2022, with both members present. The Board has also 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 2022, the remuneration committee consisted of Stig Eide Sivertsen (chair), Nishant Fafalia (member) and Jonna Kyllönen (member). A management remuneration report is prepared in accordance with section 6-16b of the Public Limited Companies Act, and is published simultaneously with the annual report on ir.komplettbank.com.. 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. 18 Corporate governance

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. 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. TThe 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. Komplett Bank / Annual Report 2022 19

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 an acceptable risk profile and should contribute to appropriate risk management and internal control, thereby ensuring regular reporting and monitoring. Information on the Bank’s most significant risk factors is described in the board’s annual report and notes 15, 16, and 17 to the annual financial statements.. 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 2022 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 2022, 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. 20 Corporate governance