Nets Denmark A/S

Annual Report 2025

Nets Denmark A/S

Klausdalsbrovej 601

DK-2750 Ballerup

www.nets.eu

CVR no. 20016175

Adopted at the Annual General Meeting

on 30 March 2026

Lisa Bach

Chair of the meeting

Financial Summary

EURm 2025 2024 2023 2022 2021

Income statement

Revenue, net 838.4 811.7 767.6 758.6 800.2

EBITDA before special items 361.2 323.0 275.7 298.4 329.3

EBITDA 301.3 228.2 171.6 214.9 238.2

Special items (59.9) (94.8) (104.1) (83.5) (91.1)

Adjusted EBIT 314.4 277.0 226.0 239.7 211.9

EBIT 112.2 36.1 (28.9) 23.7 59.5

Result from continuing operations 49.7 53.3 8.3 19.4 (74.0)

Result from discontinuing

operations 0.0 (18.3) 21.1 48.0 1,739.4

Financial position

Total assets 3,829.1 4,030.0 4,556.3 4,013.1 3,486.7

Goodwill 1,671.6 1,659.4 1659.0 1,690.8 1,714.2

Clearing-related balances, net (332.0) (413.9) (275.6) (262.8) (243.5)

Own cash 267.7 232.1 202.7 175.9 114.9

Net interest-bearing debt (267.7) 371.2 443.1 472.0 1,014.2

Equity 2,337.2 1,627.7 1,612.2 1,571.4 1,035.0

Cash flow

Net cash from operating activities

excl. clearing related balances 267.6 175.6 184.4 220.1 (39.4)

Change in clearing related balances (82.0) 138.2 12.9 19.3 127.8

Net cash from investing activities (113.0) (71.2) (175.7) (129.2) 2,276.5

Net cash from financing activities (113.4) (84.3) 12.2 (23.7) (2,190.8)

Net cash flow for the year (40.8) 158.3 33.8 86.5 174.1

Net change in own cash 35.6 29.4 26.8 61.0 49.5

Operating free cash flow 150.7 71.8 17.2 82.0 37.2

EURm 2025 2024 2023 2022 2021

Growth in revenue, net

Reported 3.2% 5.4% 1.2% 7.1% 11.0%

Underlying 3.2% 5.4% 1.2% 7.6% 5.6%

Capital structure

EBITDA before special items 361.2 323.0 275.7 298.4 329.3

Net interest-bearing debt/EBITDA

before special items (0.7x) 1.1x 1.6x 1.6x 3.1x

Investments

Aquisition of plant and equipment,

including right-of-use assets 33.0 28.1 29.8 59.9 30.6

Aquisition of intangible assets,

including right-of-use assets 108.7 108.5 168.6 159.3 134.7

Other ratios

EBITDA before special items margin 43.1% 39.8% 35.9% 39.3% 41.2%

Asset aquisitions/Revenue 16.9% 16.8% 25.8% 28.9% 20.7%

Cash conversion ratio 58.3% 51.6% 36.5% 58.0% 52.0%

Equity ratio 61.0% 40.4% 35.4% 39.2% 29.7%

Year-end number of employees, full

time equivalant 2,808 2,641 3,188 3,188 2,983

* The income statement numbers for 2023 and 2022 have been restated as the Group's Digital Banking Services

Business is presented as asset held for sale

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Nets Denmark A/S Management Review

authorization to our major customers. This work

will continue throughout the Nets perimeter in

the years to come to create an even greater

degree of resilience in the payment system.

In 2025 Nets launched our new all-in-one bundle

for our merchants, thereby delivering transparent,

streamlined payment experiences. This offer

mirrors a growing market demand for simplicity

and ease, and the launch reflects our commit-

ment to innovation and customer-centricity.

Confirming our local by nature strategy, Nets

concluded a political agreement on future-

proofing Dankort by updating the regulation

around pricing that will enable Dankort to invest

in new Dankort products and innovation with the

aim of increasing the number of issued Dankort

cards and transactions in the years to come.

This agreement comes on the back drop of the

successful enrolment of Dankort in ApplePay by

all Danish issuing banks, thereby reflecting the

growing trend of mobile payments This signifi-

cant milestone has already resulted in a

reversal of falling Dankort transactions and we

are projecting positive Dankort transaction

growth in the years to come.

In 2025 the sale of e-Boks to CataCap was

concluded and Nets is satisfied that their exper-

tise and active ownership is a great match that

can realize e-Boks’ growth potential.

2025 Nets reinforced its commitment to

preventing the growing challenge of digital

fraud in payments. This reflects a growing

customer demand for best-in-class digital fraud

prevention solutions. In addition to our customer

offerings, we published fraud trends and recom-

mendations together with an International and

local podcast series for the general public audi-

ence to educate on fraud prevention.

2025 was a busy year in the field of payments

regulations and the EU reached significant

breakthroughs in payment related legislative

proposals under the Danish presidency that will

reshape the payments market in the coming

years. Nexi Group maintained its involvement

and cooperation with the ECB on exploring and

developing the Digital Euro.

This progress took place against the backdrop

of an industry that continues to evolve rapidly in

all Nets’ markets and increased uncertainty

from geopolitical events. However, continued

synergies arising from our Nexi Group strategy

coupled with the new operating model places

Nets, a part of Nexi, well suited to achieve the

ambitious growth targets within payments.

You can read more about overall Nexi Group

performance and highlights in the Nexi Group’s

Annual Report, which can be found on the Nexi

Group’s website.

Present in over 25 countries, Nexi

is one of the leading players oper-

ating in the digital payments sector

in Europe. In 2025 we updated our

organisational model to strengthen

alignment with the principle “Euro-

pean by scale, Local by nature”.

Our organisational model was strengthen in 2025

by empowering our regional structure for greater

customer proximity and further centralising

strategy and product development in the Business

Units. In this respect, the commercial activities of

eCommerce and Issuing were reallocated to the

relevant Regions, and the eCommerce Business

Unit was merged into Merchant Solutions. Thereby

2025 continued our journey in becoming the Euro-

pean Paytech leader with deep local capabilities

and close proximity to our customers, combined

with our market leading scale and efficiencies.

Market trends in 2025 weakening consumer

confidence and spending, while conversely

digital payments continue to rise even in the

Nordics, which is already the most digitized

region in the world.

The Nordics consistently rank at the top of

surveys measuring European digitalisation

levels. This is reflected in how people pay. While

there are national differences, across the

Nordics, card payments continue to be the most

Performance highlights

commonly used payment instrument in all

payment situations with an average of around

90% of all payments done with cards. Cash

payments continue to decline sharply and share

of in-store cash payments range from 2 to

around 10 percent across the Nordics.

We continue to modernize our infrastructure and

reinforce the monitoring and security of the

increasing number of transactions handled in

order to be the gold standard for digital payments

in Europe. While Nets Nordics experienced a

major incident in July 2025 on our payment

processing platform that resulted in 3 hours of

down time, we continue to have extremely high

operational uptime of over 99.9%.

Across the Nets perimeter 2025 confirmed the

growing focus among customers and authorities

of resilience and the acknowledgement of

payments as critical infrastructure. Reflecting

Nets’ role in the Nordics, the Danish authorities

extended the appointment of Nets as provider of

critical infrastructure to also include our Issuing

Service Business and Dankort.

Nets have throughout 2025 intensified our

collaboration with merchants, banks and central

banks on increasing off-line payment resilience.

This work continues and our expertise and infra-

structure enabled us to roll-out deferred

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EBITDA B.S.I.

In 2025, EBITDA b.s.i. increased by 11.8% to EUR

361.2 million, compared to EUR 323.3 million in

2024. The increase in EBITDA b.s.i. was primarily

a result of increased revenue and cost reduc-

tions in 2025.

SPECIAL ITEMS

In 2025, special items amounted to EUR 59.9

million, a decrease of EUR 34.9 million

compared to 2024. In 2025, investment in trans-

formation programs continued and amounted to

EUR 32.9 million (2024: EUR 36.9 million). Costs

associated with business setups, divestments,

reorganization, restructuring and refurbishment

was EUR 17.3 million (2024: EUR 28.6 million).

Cost arising from Share based payments, reten-

tion programmes, one-off losses, etc. amounted

to EUR 5.8 million (in 2024: EUR 13.9 million)

and primarily included Nets Group costs of

share-based payments and other reten-

tion-based bonus schemes.

EBITDA

In 2025 EBITDA amounted to EUR 301.3 million,

compared to EUR 228.2 million in 2024. The

increase in EBITDA was driven by decrease in

external costs and increase in revenue.

DEPRECIATION AND AMORTISATION

In 2025, depreciation and amortisation were

EUR 188.4 million, compared to EUR 188.7

million in 2024.

ADJUSTED EBIT

Adjusted EBIT calculated as EBITDA b.s.i. minus

underlying depreciation and amortisation was

EUR 314.4 million, compared to EUR 277.0

million in 2024.

NET FINANCIALS

Net financials were a cost of EUR 49.2 million,

compared to an income of EUR 36.7 million in

2024. The decrease was driven by net foreign

exchange gains/loss arising from changes in

underlying exchange rates and the waiver of

intercompany loans.

REVENUE

In 2025, net revenue was EUR 838.4 million, an

increase of 3.2% compared to 2024.

Merchant Solutions delivered solid growth of

8.1% driven by continued volume recovery from

prior years, and strong performance in the

eCommerce business driven by a strong product

offering in the Nordics.

Issuing Solutions decreased by 13.7%, mainly

due to the sale of Lotus in 2024 - with full effect

in 2025 figures.

The Group will continue to strengthen the

commercialization of the business with a

clearcut focus on driving commercial and

product excellence to create an easier tomorrow

for our customers and their customers.

OPERATING EXPENSES

Total operating expenses were EUR 477.2 million

compared to EUR 488.7 million in 2024, a

decrease of 2.4%.

Cost of sales was EUR 43.2 million (5.2% of net

revenue), compared to EUR 37.6 million in 2024.

External expenses amounted to EUR 206.1

million (24.6% of net revenue) compared to EUR

204.3 million in 2024 (25.2% of net revenue).

The decrease compared to 2024, was mainly

driven by insourcing of customer service and

simplification/optimisations across most areas.

Staff costs amounted to EUR 227.9 million

(27.2% of net revenue) compared to EUR 246.8

million (30.4% of net revenue). The decrease

was driven by workforce reductions executed

during 2024.

Nets had 2.808 FTEs (full-time equivalent) by

the end of 2025, which is 167 more than in 2024,

driven by insourcing of customer service and

investment in sales force across the Nordic

countries.

Performance highlights (continued)

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CASH FLOW

In 2025, net cash flow from operating activities,

excluding clearing working capital, was EUR

267.6 million, compared to EUR 175.6 million in

2024.

The operating cash flow was positive impacted

by increase in EBITDA. Cash flow investments

was EUR 113.0 million compared to EUR 71.2

million in 2024. In 2025, the intangibles invest-

ments amounting to EUR 108.7 million (2024:

EUR 108.5 million). Investment activity was posi-

tively impacted in 2024 by the sale of eID busi-

ness generating, EUR 57.0 million.

Net cash outflow from financing activities in

2025, excluding clearing-related balances,

amounted to EUR 113.4 million. Payments of

lease liabilities accounted for EUR 20.1 million

(2024: EUR 18.5 million).

Cash and cash equivalents as 31 December

2025 was EUR 599.7 million compared to EUR

646.0 million in 2024.

OUTLOOK 2026

In 2026, we expect a year with moderate macro-

economic growth and stable consumer spending,

supporting a continued mid-single-digit revenue

increase and further improvement in our oper-

ating performance. As part of the Nexi Group, we

will maintain our focus on simplifying operations,

enhancing process efficiency, and making

targeted investments in innovative and secure

payment solutions, including selective use of

AI-enabled technologies where these can add

clear operational or customer value. Our ambi-

tion remains to deliver long-term value for

customers, partners and shareholders, while

ensuring the highest standards of stability, secu-

rity and integrity as we shape the next phase of

the company’s development.

EVENTS AFTER THE BALANCE SHEET

DATE

No significant events affecting the Annual

Report for 2025 have occurred subsequently to

31 December 2025.

TAX

In 2025, taxes amounted to a cost of EUR 13.3

million compared to an cost of EUR 19.5 million

in 2024.

RESULT FOR THE YEAR

The result for the year was a profit of EUR 49.7

million compared to a profit of EUR 35.0 million

in 2024. The discontinuing operations result was

EUR 0 million compared to a loss of EUR 18.3

million in 2024.

BALANCE SHEET AND CASH FLOW

Total assets at 31 December 2025, amounted to

EUR 3,829.1 million, compared to EUR 4,030.0

million at year-end 2024.

Total non-current assets amounted to EUR

2,352.1 million compared to EUR 2,363.0 million

at year-end 2024.

Total current assets amounted to EUR 1,477.0

million, compared to EUR 1,667.0 million at

year-end 2024, impacted by mostly the devel-

opment in clearing working capital assets,

driven by timing.

CLEARING WORKING CAPITAL

At 31 December 2025, clearing-related assets

(clearing debtors) amounted to EUR 668.9

million (2024: EUR 754.3 million) and clear-

ing-related liabilities amounted to EUR 1,000.9

million (2024: EUR 1,168.2 million), leading to a

clearing working capital (CWC) of negative EUR

332.0 million (positive funding).

EQUITY

Total equity was EUR 2,337.2 million compared to

EUR 1,627.7 million at the beginning of the year.

The increase in equity primarily reflects the

conversion of intra group loans into equity

totaling EUR 631.9 million.

BORROWINGS & INTEREST-BEARING

LOANS TO SHAREHOLDERS

As of 31 December 2025, borrowings amounted

to EUR 0 million, compared to EUR 603.3

millions end of 2024. The borrowings consisted

of intra-group loans from Nets Holdco 1 ApS. In

2025 all loans have been debt waived.

Performance highlights (continued)

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We have centered our activities around two

distinct business lines – Merchant Solutions and

Issuing Solutions – and as part of the Nexi Group,

we now have access to more solutions than ever

before, with an enhanced exposure to the high

growth segments of e-commerce and MS for

small-to-medium-sized enterprises (SMEs).

Merchant Solutions

Merchant Solutions provides our merchant

customers with payment acceptance solutions

across channels (in-store, online and mobile)

and with the broadest range of payment

methods and brands in Europe, including Visa,

MasterCard, JCB, Diners, Discover, American

Express, Union Pay, AliPay, Apple Pay, Google

Pay, Samsung Pay and local payment brands.

In recent years, Merchant Solutions has

presented solid growth, with a particular focus

on the high growth e-commerce space and the

SME segment. Merchant Solutions manages and

simplifies merchants’ payment flows. We enable

merchants to accept payments easily and

without friction, regardless of channel, to receive

the settlement in their bank account, and to get

detailed reconciliation information and statistics,

all in different currencies and frequencies

depending on the merchants’ needs and their

customers’ preferences. In Poland we enable

merchants to accept local payment methods

such as ‘pay-by-link’ bank payments and BLIK

mobile payments. In the Nordic countries, Nets

360 offers a smooth omnichannel shopping

experience by connecting all touchpoints,

centered around the customer’s preferred

payment methods, while NetsPay 2.0 provides

the SME segment with a flexible solution

combining core and individually selected, value-

added services. We also offer merchants value-

added services for electronic receipts and

loyalty solutions, all with a simple and fast

setup. Furthermore, in Denmark, we own and

operate Dankort, the domestic debit card

system. In June 2025 a new agreement was

presented between Nexi, merchants, banks

consumers and the Danish government which

includes an increased financial package for

Dankort enabling investment and development

of new products and services e.g. Dankort debit

card and Dankort commercial card. Bank

commitment to support a significant increase in

issuing of Dankort and Dankort to be open for

acquirers other than Nets. First steps in

increasing the financial package and investing

into Dankort will commence in 2026. Acquiring

revenue is primarily driven by transaction fees.

We create value for our evolving

customer needs by delivering digital

payments and related services to

merchants, banks and other issuers

of payment cards across Europe,

enabling our customers to serve

consumers throughout the region.

We see easy, secure and stable products and

solutions as the foundation for growth and

progress – both in commerce and in society.

Whether it’s for buying groceries, shopping

safely on mobiles, or dealing with public author-

ities, online services offer greater convenience

and free up time for everyone

who uses them.

Nets’ products and services are integrated parts

of everyday life for many European banks, busi-

nesses, and consumers. We provide a secure and

frictionless payment experience, among other

facilities, to our customers and their end users.

Yet the reality behind this seemingly simple

exchange of services is a complex web of

processes initiated by a digital transaction such

as a payment or an authentication.

Business model

BUSINESS MODEL

This means that we invest in, maintain and

operate a considerable number of payment

platforms in Europe and domestic debit card

schemes in Denmark and Norway. Security,

stability and high performance are thus top

priorities for our business. As one of the largest

digital payment service providers in Europe,

Nets operates a deeply interconnected network

which links merchants, financial institutions,

public services and consumers, enabling them

to make and receive payments, and use value-

added services based on data and analytics.

Nets offers several digital payment services.

We enable digital payments across major chan-

nels – in brick-and-mortar stores, e-commerce

and via mobile devices. We offer merchant

acquiring solutions, point-of-sale (POS) termi-

nals and e-commerce directly to merchants

across Europe, while other services such as

payments processing are offered in close

co-operation with financial institutions.

In Denmark, we own the national debit card

system, Dankort, while in Norway we process

BankAxept card services on behalf of and in

close cooperation with our customers.

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Risk management is an integral part

of the way we work and helps us

understand and manage the uncer-

tainties inherent in our strategy and

in the day-to-day business opera-

tions.

Nets operates in the payments industry, which

is characterised by constant technological

advances, evolving customer behaviour and

altering regulatory requirements, and where

prudent risk management is vital to support the

achievement of business objectives. At Nets, risk

management is anchored throughout the organ-

isation to support management awareness and

oversight, enabling risk-based decisions. Nets

maintains an enterprise risk landscape that

focuses on close collaboration with business

units and group functions, in order to provide

risk insights to executive management. This is

facilitated through an Enterprise Risk Manage-

ment framework, detailing the risk process

including roles and responsibilities.

Risk Management

This section describes Nets’ key risks in relation

to achieving business objectives. Financial risks

are described under Financial Statements,

sections 2, 3 and 5.

Risk Governance

The Nets Board of Directors is responsible for

the overall governance, defining guidelines for

the risk management governance and system,

as well as approving strategies and policies

within relevant risk disciplines including, e.g.

security, business continuity, GDPR, merchant

acquiring credit risk, treasury risk, money laun-

dering risk and regulatory compliance.

The organisation adopts a ‘three lines of

defence’ governance model. It is used to struc-

ture roles, responsibilities, and accountabilities

concerning risk and internal controls.

Terminal revenues are primarily monthly

subscription fees for POS terminals or revenues

from sold POS devices. Our e-commerce busi-

ness generates both transaction fees and

monthly fees, while the revenue model for

Dankort is primarily transaction-based.

Issuing Solutions

Issuing Solutions provides payment processing

services and value-added services for issuers

of payment cards (primarily banks). The issuer

services include a complete end-to-end service

and the full life-cycle management of cards

from both international and domestic card

schemes. Besides being a card processor for

issuers in Europe, Issuing Solutions offers

complementary services such as Account

Business model (continued)

Management Services (AMS), Risk Management

Services (Fraud & Dispute Solutions) and Data &

Analytics. The business also processes the

domestic debit card systems in Denmark and

Norway, Dankort and BankAxept, respectively.

The revenue model for Issuing Solutions is

primarily transaction and card-based, combined

with volume-related fees for additional services.

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Nets Denmark A/S Management Review

of defence

line

Business Units and

Group Functions

of defence

line

Risk and Compliance

Functions

of defence

line

Internal Audit

Customers & External Stakeholders

Excutive Management

Coordinating

External Audit

Reporting

Business Reporting Business Reporting Audit Reporting

Nets Board of Directors

FIRST LINE OF DEFENCE

– Identify, assess and manage risks

The business units and group functions form the first line of

defence and perform the day to-day risk-bearing activities.

They are responsible for identifying, evaluating, mitigating,

monitoring and reporting the risks within those activities in

accordance with the risk management processes and appli-

cable internal procedures.

SECOND LINE

– Oversight, control and compliance

Nets Risk Management and Regulatory Compliance along

with the Data Privacy Officer constitutes the second line of

defence and act independently of the activities they

control. They provide oversight and compliance by setting

requirements through policies and supporting its imple-

mentation and monitoring through frameworks, tools,

processes and controls.

THIRD LINE OF DEFENCE

– Independent assurance

Nets Internal Audit form the third line of defence. The third

line provides independent assurance concerning the risk

and control functions performed by the first and second

lines of defence.

Governance model

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Nets Denmark A/S Management Review

Executive management review,

discuss, challenge, and provide

feedback on the enterprise risk

landscape and related mitigating

action plans. Listed below is a

high-level summary of risks across

Nets. The risks are not listed in any

particular order of priority and only

contain example mitigations.

INDUSTRY AND MARKET

TRANSFORMATION

Description

The market transformation related to digital

payments is impacting consumer behaviour.

This development is driven by technological

evolution, regulatory changes, and new market

participants. As a result, the payments

eco-system is developing at a high pace and

market participants must evolve with it if they

want to remain relevant.

Potential impact

Failing to adapt to the changing industry and

market dynamics can lead to loss of business

and may impact reputation.

Examples of main mitigants

• Enhance understanding of changing

customer needs and proactively improving

products and services.

• Solidify the European value proposition

to better serve merchants and banks.

• Consolidate the technological landscape

to enhance customer experience.

INFORMATION SECURITY AND

OPERATIONAL STABILITY

Description

Every day, Nets processes and stores large

amounts of data related to the processing of

financial transactions and digital authentication

schemes connecting merchants, financial institu-

tions, corporate customers, and consumers,

which enables them to transact digital payments.

Due to the high value and sensitive nature of

such information assets, and the systemic

importance to several national financial infra-

structures, Nets faces a range of cyber threats

from various agents. Relevant security threats

include social engineering such as phishing and

spear-phishing, hacking, distributed deni-

al-of-service (DDoS) or supply chain attacks, as

well as system malware or ransomware attacks.

Equally important is the stability of those plat-

forms as they are critical for broader society,

including for our customers, government organ-

isations and authorities.

Potential impact

These threats can compromise IT infrastructure,

impacting the payment infrastructure/ability to

service merchants and customers, potentially

leading to reputational impact.

Examples of main mitigants

• Continuous awareness campaigns and

training for employees and contractors.

• Multi-layered security architecture with

intrusion prevention, advanced end-point

protection, privileged identity management,

network segmentation, and data encryption.

• Comprehensive detection and response:

Security logging, monitoring, alerting, dash-

boards, service risk assessments, business

impact analyses, and well-established incident

handling, including data breach management

and measures against cyberattacks.

• Governance and regular testing of business

continuity and disaster recovery plans, crisis

management, and physical security.

MERCHANT ACQUIRING CREDIT RISK

Description

Nets sells acquiring services to merchants, who

receive immediate payment and/or pre-payments

for their goods and services. In case the merchant

is not able or willing to deliver the prepaid

goods or services, the customer’s bank will

chargeback the amount from Nets who will

claim the amount from the merchant. If this

proves unsuccessful, Nets bears the loss.

Potential impact

Financial losses from chargebacks that cannot

be transferred to a merchant due to bankruptcy.

Examples of main mitigants

• Strong contractual terms and conditions that

provide deferral, collateral information, and

termination rights.

• Pre-funding of refunds, bank guarantees,

deposits in pledged bank accounts.

• Continuous credit risk monitoring and estab-

lished escalation triggers towards top

management ensuring solid understanding

of risk and enabling mitigating actions to limit

risk.

Key risks

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GEOPOLITICAL RISK

Description

Developments, tensions and uncertainties in the

geopolitical landscape increases the overall

risks related to security and stability of critical

infrastructure and sensitive sectors, including

communication networks, banks and financial

institutions, government agencies, and tech-

nology companies.

Potential impact

Uncertainties linked to geopolitical develop-

ments can potentially impact business confi-

dence and consumer sentiment. For Nets, this

could reduce transaction volumes, increase

merchant default risk, and hinder cross-border

operations.

Examples of main mitigants

• Measures in place to ensure robust and

stable operations for all major IT services

and systems.

• Enhancements to Crisis Management

settings and protocol to increase readiness.

• Self-sufficiency of energy supply to mitigate

sabotage of critical infrastructure mapped

and in place for certain periods of downtime.

REGULATORY ENVIRONMENT

Description

Nets is subject to various laws and regulations,

such as e.g. the European Payment Services

Directive (PSD2), General Data Protection Regu-

lation (GDPR), and Anti-Money Laundering/

Counter Terrorism Financing (AML/CTF). These

are all examples of requirements where Nets is

investing time and resources to maintain

compliance across the company.

Potential impact

A lack of regulatory compliance can lead to

reputational damage and potentially result in

recommendations, injunctions or fines from

local regulators or central banks.

Examples of main mitigants

• Policies, procedures and frameworks in key

regulatory areas.

• Data Protection Officer (DPO) function to

support and coordinate the GDPR second-line

responsibilities

• Monitoring of compliance risks.

• Compliance and risk reporting to executive

management and Board of Directors.

Key risks (continued)

MANAGEMENT STRUCTURE

Nets Denmark A/S is a company within the

overall holding company structure of the Nets

Group (Nets Group ultimately being owned by

Nexi SpA), with a Board of Directors consisting

of relevant management representatives.

The Board of Directors of Nets Denmark A/S

consists of five members elected by the General

Meeting. According to the Articles of Association,

the Board of Directors must consist of at least

five, and not more than eight, members elected

by the General Meeting. Each member is elected

for a one-year term, and members may be

re-elected.

Corporate governance

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This statutory statement on corporate social

responsibility (CSR) – cf. sections 99b and 99d

of the Danish Financial Statements Act – covers

the financial period from 1 January to 31

December 2025.

As required by section 99b, for the description

of the Business Model, please refer to page 6.

Sustainability considerations connected to the

business model and activities are provided in

this CSR statement.

Introduction

Nets manages its material sustainability issues

through a targeted framework coordinated

under Nexi Group policies on sustainability and

ESG. Sustainability plays a central role in Nexi

Group’s strategy, with a strong focus on inte-

grating sustainability objectives into key busi-

ness areas. This approach ensures that

sustainability risks are effectively identified,

managed, and mitigated across the organisation.

This CSR statement is structured as follows:

• The significant risks connected to the business

model and activities are presented as part of

the description of Nexi’s Double Materiality

Assessment (DMA) that included Nets;

• Nexi Group ESG Strategy 2023 to 2025

outlines key sustainability themes, objectives

and KPIs connected to the performance of

key business activities (the strategy dovetails

with Nexi Group ESG policies);

Corporate Social Responsibility

• Nets and Nexi ESG policies address the risks

identified by providing objectives and activities

covering matters such as climate transition,

resource use and waste, human rights, diver-

sity, equality and inclusion, sustainable

procurement, anti-bribery and corruption

and data ethics.

• The main ESG due diligence processes are

indicated in the context of the Sustainability

Policy, Supply Chain Due Diligence and Risk

Management sections.

Before turning to the CSR statement, it’s worth

highlighting Nets and the Nexi Group’s sustaina-

bility commitment as reflected in key ESG ratings

achieved in 2025:

1. Nexi Group achieved an A rating for its CDP

Climate Change assessment, earning a place

on the prestigious A-list and demonstrating

the validity and progress of its Climate Tran-

sition Plan;

2. Nexi Group has been included in the prestig-

ious S&P Global Sustainability Yearbook for

the fifth year in a row, with 780 companies

selected out of a possible 7690 applicants;

3. Ecovadis, the ESG ratings body, has rated

Nets Norway in the top 88th percentile of

rated companies when compared across

several dimensions including environment,

labour and human rights, ethics, and sustain-

able procurement (improving from the 79th

percentile in 2024). Nexi Group was rated

Looking forward, financial opportunities lie in

further positioning Nets as a leader in the digital

economy by expanding inclusive, user friendly

digital services that enhance participation in an

increasingly digital society.

Climate and energy: As reflected in the descrip-

tion of the business model, Nets is a significant

digital payments company relying on digital and

other infrastructure to provide services across

several platforms. As one would expect, non-re-

newable energy use—contributing to climate

change—was identified as having a material

negative sustainability impact in own operations

and value chain. Looking ahead, this issue could

pose financial risks, with one key concern being

potential disruptions in energy supply. However,

a Climate Transition Plan has been enacted to

mitigate impacts and risks.

Circularity: As part of its merchant solutions,

Nets provides physical equipment such as Point

of Service (POS) terminals. This results in

resource consumption and depletion, repre-

senting a material negative impact. However,

mitigating measures in the form circular

economy initiatives have been introduced in

supply chain and operations to support reuse

and repair of POS terminals and batteries.

Diversity, Equality and Inclusion: Nexi is

committed to fostering a diverse, inclusive, and

equitable workplace for all employees. As is

among the 90th percentile (improving from

the 73rd percentile in 2024).

Double Materiality Assessment (DMA)

In 2024, Nexi Group conducted a Double Materi-

ality Assessment (DMA) to identify the main

sustainability impact, risks and opportunities

related to its business model, activities and

value chain. The DMA was retained for the 2025

period due to its ongoing relevance in identifying

the appropriate material topics. The 2024 DMA

process, including the sign-off of results, was

carried out through consultation and approval

with key Nets stakeholders, ensuring its strong

relevance to Nets’ sustainability context.

The materiality assessment identified several

areas where Nexi and Nets currently have—or

may in the future have—a positive or negative

sustainability impact, as well as areas where

financial risks or opportunities are present or

could arise. A summarised account of the DMA

results focusing on the most prominent matters

is indicated below.

Digitalising Society: Nets and Nexi recognise the

deployment of digital payment services as a key

enabler of social progress. As one of the largest

digital payments providers in the Nordics, Nets

has helped strengthen digital capabilities for

smaller companies by improving access to

secure, efficient payment solutions and

supporting the development of financial skills.

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Corporate Social Responsibility (continued)

common across the fintech industry, leadership

roles are currently predominantly held by men.

To address this imbalance, Nexi is actively

implementing DEI initiatives aimed at increasing

female representation in management, creating

a more balanced and inclusive culture.

Gender equality and equal pay: As is common

across the fintech sector, including within Nets /

Nexi, an overall gender pay gap remains when

considering all staff levels. This gap is influ-

enced by several factors, including lower female

representation in leadership positions and

broader labour market dynamics. While this

continues to present a negative sustainability

impact, targeted initiatives aimed at reducing

pay disparities have delivered measurable

improvements. Nexi remains committed to

narrowing the gender pay gap and fostering a

more equitable workplace.

Responsible marketing: Since Nets markets its

services, there is an inherent risk of non compli-

ance with applicable regulations, which could

lead to fines or customer claims. However, these

risks are mitigated through strong collaboration

between the Compliance and Marketing teams,

ensuring that all marketing activities are

compliant by design. Beyond risk mitigation,

responsible marketing creates financial and

strategic opportunities: ethical, transparent

communication can strengthen consumer trust,

support new forms of customer engagement,

and encourage more sustainable purchasing

behaviours.

Data privacy and cybersecurity: Protection of

customer data and cybersecurity are critical

functions at Nets /Nexi since any possible loss

of performance could lead to financial risks due

to interruption of business, fines or reputational

damage. At the same time, Nets / Nexi has

already introduced relevant data ethics, govern-

ance frameworks and standards proven to

provide protection against cybersecurity attacks

or loss of personal data thus leading to material

positive impacts.

Supplier management and relationships: Nets /

Nexi plays a central role in reducing risks across

its supply chain by ensuring timely invoice

payments, maintaining transparent communica-

tion, and fostering a stable and well governed

supplier ecosystem. At the same time, potential

financial risks remain, as disputes over contract

terms, pricing, or performance may lead to

delays in service delivery; here, Nets’ strong

supplier governance framework helps proac-

tively mitigate these risks. The assessment also

highlighted significant financial opportunities:

by further advancing human rights and environ-

mental standards across the supply chain, Nets

can strengthen resilience, spur innovation, and

drive long term value creation.

Anti-bribery and corruption: There is an inherent

risk of corruption and bribery across any organ-

isation’s operations and supply chain, as such

incidents can lead to significant reputational

damage and financial loss. However,

Nets mitigates these risks through a robust

Anti-Bribery and Corruption (ABC) policy,

supported by comprehensive compliance proce-

dures and due diligence processes. These initia-

tives strengthen business integrity, enhance

transparency, and contribute positively to the

organisation’s overall governance framework.

ESG Strategy 2023 to 2025

To ensure that ESG ambitions were appropriately

coordinated with the business strategy and

operations, Nexi Group with the full involvement

of Nets stakeholders defined its first ESG Strategy

as a basis for driving ESG objectives and instru-

mental actions in the period 2023-2025.

The overall goal of the ESG Strategy is to make

digital payments a driver of progress, generating

sustainability value for the company and its

stakeholders. The execution of the ESG Strategy

is supported by a governance framework that

engages the relevant functions responsible for

key objectives and the implementation of corre-

sponding actions.

As part of the Strategy, Nexi has identified six

main areas of impact, consistent with the Group

business activities and aligned with regulatory

and stakeholders’ expectations on sustainability.

For each area, the specific targets and actions

for the 2023-2025 period are summarised as

follows:

1. Digital progress, digitization and inclusion

a. Support SMEs / micro businesses digiti-

zation

b. Drive digital inclusion of companies and

increase proximity to local communities

c. Support public services and PA / citizens

digitization

2. Security and Trust

a. Guarantee perfect security and service

continuity

b. Promote customer centricity as a busi-

ness foundation

3. Sustainable Products and Supply Chain

a. Drive dematerialization and improve

eco-friendly design of products to

support circularit

b. Promote Nexi’s sustainability standards

across its supply chain

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4. Decarbonization

a. Fight Climate Change, achieving Net Zero

on direct and indirect emissions by 2024

b. Accelerate greener consumption behav-

iours (reduce emissions)

5. Talent Development and DE&I

a. Invest in people engagement and contin-

uous capabilities upgrade

b. Ensure proper gender / minorities

representation and promote an inclusive

culture

6. Governance

a. Adhere to high ethical standards and

disclose comprehensive policies

b. Adopt a best-in-class Governance to

ensure achievement of ESG targets

In the strategy period, under each of the six

areas, the relevant actions either achieved or

made good progress against targets. Key high-

lights include adoption of certified SBTi decar-

bonization targets, awareness raising of

customers concerning the Nexi Pay carbon

calculator made available to estimate emissions

generated by purchases, extensive deployment

of refurbished Point of Service terminals, an

increase in the share of women in management,

and roll out of IT security best practices across

the Group. Overall, no major risks / obstacles

emerged that in any way limited the good

implementation of the Strategy.

Group Sustainability Policy

The Nexi Group Sustainability Policy ensures a

coherent, coordinated and fully engaged

approach to the management of sustainability

matters, with responsibilities allocated locally

across the Group, including Nets, to successfully

implement ESG initiatives and engage in

reporting activities.

The updated Policy further clarifies the Groups

material sustainability matters and commitments

such as meeting climate targets, promoting a

circular economy, protection of human rights

and working conditions especially in the supply

chain, encouraging diversity, equity and inclusion,

and data protection.

The Group’s sustainability governance and

internal due diligence processes have also been

strengthened by reinforcing the role of the Nexi

Board in defining sustainability matters and

strategies, updating the mandate of the Control

and Risk Committee for ESG reporting oversight,

and confirming the Innovation and Sustainability

Committee’s advisory role on the strategic direc-

tion and performance of sustainability initiatives.

The responsibilities of Group ESG are made

clear, especially concerning the day-to-day

management of ESG initiatives and coordination

of activities across the Group.

Corporate Social Responsibility (continued)

This overarching framework provides the neces-

sary machinery to enable efficient delivery of

activities and risk management as reflected in

the results of ESG Strategy mentioned above,

and concerning the implementation of key poli-

cies listed in the following sections.

SBTi Targets & Climate Transition Plan

Nexi has publicly committed to achieving its

certified SBTi CO₂ reduction targets by imple-

menting an approved Climate Transition Plan as

part of its goal to decarbonise operations and its

supply chain. In this context, to ensure Group

targets are met, Nets is responsible for the defi-

nition and good implementation of emission

reduction actions.

By 2030, in own operations, Nexi aims to reduce

absolute Scope 1 and 2 GHG emissions by 42%

from a 2021 baseline. For its supply chain

(Scope 3 emissions), Nexi aims to engage a

significant percentage of its suppliers to adopt

SBTi emission reduction targets by 2027 (78%

of suppliers of purchased goods and services by

expenditure, and 70% of suppliers of capital

goods). Ultimately, Nexi’s goal is to achieve Net

Zero by 2040, reducing absolute Scope 1, 2, and

3 GHG emissions by 90% and offsetting the

residual emissions through carbon credits.

At Group level, Nexi has disclosed its Climate

Transition Plan, a comprehensive roadmap

designed to achieve Net Zero. It provides

detailed insights into its strategy for mitigating

climate change, driving operational efficiency,

reducing emissions, and implementing pollution

reduction initiatives. Key elements of the Transi-

tion Plan include:

• Long- and short-term decarbonisation

targets, such as the aim to transition to fully

renewable electricity across own operations

by increasing the share of renewables to

100% by 2030.

• Decarbonisation levers and actions to facili-

tate operational emissions efficiency, such as

rationalising office and data centre facilities,

and expanding adoption of low and zero

emission fleet vehicles.

• Engaging suppliers to adopt SBTi targets so

that purchased goods and services incre-

mentally decarbonise.

• Measurement and reporting of own and

value chain emissions according to the GHG

accounting standard.

Nexi remains on track to meet its 2030 Scope 1

and 2 emissions targets, supported by strong

progress in sourcing renewable energy. As with

many large companies in the fintech and related

sectors, the most significant challenges lie in

reducing Scope 3 emissions across the supply

chain. These risks are being addressed through

the Group’s recently adopted Sustainability

Supply Chain Due Diligence Process, outlined in

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Nets Denmark A/S Management Review

the section below. Additional initiatives are also

underway to reduce Scope 1 emissions, including

the decarbonisation of the company’s car fleet.

Waste & Circularity Policy

Nexi’s commitment to sustainable consumption

is outlined in its Sustainability Policy that

underscores the importance of reusing,

repairing and recycling digital equipment, and

minimising and recycling waste materials as far

as possible. Nets plays a key role in supporting

this commitment especially through its supply

chain and operations, and facilities activities.

In 2025, development of a new Group Policy on

Waste and Circularity was initiated and will be

finalized in 2026. This will formalise at Group-

level existing waste management and circularity

practices while strengthening strategic, govern-

ance and monitoring arrangements.

With respect to circularity, a key action

concerns reusing and repairing Point of Service

(POS) terminals returned by customers. As far

as possible, Nexi and Nets seek to place this

equipment back on the market, and in most

cases terminals can be cleaned and reused

using company facilities and processes. Where

this is not the case, POS are provided to recy-

cling partners where most of the materials enter

recycling streams. Similar actions seek to

extend battery life and reuse, and packaging is

minimized and reused as far as possible.

Waste management is another area where Nexi

has established responsible practices. Waste is

collected and managed in accordance with

national guidelines and regulations, with the aim

of reducing waste as far as possible, and engaging

recycling partners to manage waste at the

end-of-life stage.

Nexi’s robust approach to managing its products

and materials has helped it to identify and reduce

risks in this area as reflected in the proportion

POS returned to the market after initial use (the

annual target of 80% was exceeded).

Human Rights Statement

A Human Rights Statement was issued in 2025,

establishing a Group-wide commitment to

respecting human rights across Nexi’s opera-

tions and supply chain. The Statement is

grounded in international standards, including

the OECD Guidelines for Multinational Enter-

prises and the UN Guiding Principles on Busi-

ness and Human Rights.

Its purpose is to ensure the protection of human

rights within the Group’s own activities, among

suppliers, and across all business partnerships.

This is achieved through due diligence

processes designed to identify, mitigate, and—

where possible—prevent potential or actual

human rights violations. The Statement high-

lights priority areas such as the prevention of

modern slavery and child labour, safeguarding

Corporate Social Responsibility (continued)

data security, ensuring customer rights and

transparency, promoting safe and inclusive

working environments, upholding fair and equal

treatment of employees, and protecting freedom

of association and collective bargaining.

Human rights risk management and remediation

are pursued through several mechanisms, most

notably the Group’s sustainable procurement

processes (described below), its whistleblowing

channels, targeted staff training, and a range of

internal monitoring and reporting procedures.

Supply Chain Due Diligence

Nets has established a Suppliers Sustainability

Code of Conduct applicable to all parties

providing goods and services. The Code provides

clear guidelines and expectations regarding

environmental, social and ethical responsibilities

for suppliers, and ensures transparency and

accountability through due diligence activities.

In 2025, Nets Norway published its Norwegian

Transparency Act Report to demonstrate

compliance with national supply chain due dili-

gence duties. The report highlights the opera-

tion of Nets sustainable supply chain procedure

with results showing screening of almost all

suppliers by expenditure.

The procedure enabled identification of a small

number of ‘red flags’ connected to sustainability

issues such as human rights, working conditions

and health and safety. Where serious issues

were detected, Nets engaged the relevant

suppliers to seek clarification, and depending on

the results, provided advice, monitoring and

evaluated the possible need for onsite due dili-

gence.

In 2025, efforts were initiated to develop a

Group Sustainability Supply Chain Due Diligence

Process with the aim of harmonising the Group-

wide application of ESG requirements in

procurement activities. Importantly, it will

enable identification of risks and areas for posi-

tive engagement with suppliers concerning the

sustainability matters emphasized in the Group's

Sustainability Policy, Human Rights Statement

and Climate Transition Plan. Moreover, the

Process provides the foundations for compli-

ance with the Corporate Sustainability Due

Diligence Directive, and strengthens existing

practices that enable compliance with national

supply chain due diligence regulation.

Diversity, Equity and Inclusion

Nets, as part of the Nexi Group, is committed to

create a diverse and inclusive environment for

all, in line with our company values. We believe

that an inclusive and diverse organisation

attracts and retains the best talent. Our purpose

is to ensure that every individual feels valued

and respected, contributing to a richer, more

innovative business culture. Our aim is to be an

attractive employer that offers great opportuni-

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Nets Denmark A/S Management Review

ties for the best international talent, regardless

of their nationality, ethnicity, disability, age,

gender, sexual orientation, religion, or belief.

Since Nexi has a long-standing commitment to

Diversity, Equality and Inclusion, in 2025, efforts

were made to prepare a Group Diversity, Equity

and Inclusion Statement to be issued in 2026.

Governing the programme through the DEI Board

The Nexi DEI Board defines the Diversity, Equity

and Inclusion agenda for the Group. This is a

cross-business, cross-border team sponsored

by the Nexi Group ExCo, with the aim to drive

the company’s diversity and inclusion agenda,

and to define its priorities and activities.

The Nexi DEI Board has worked towards the

following focused priorities throughout 2025:

• Increase women representation in managerial

roles

• Support minorities representation, with a

specific focus for LGBTI+

• Build a more inclusive company leveraging

on the diverse DNA across the company

footprint, also in terms of multicultural

representation as well as increase aware-

ness and spread DEI knowledge across

the Nexi Group

Initiatives to promote women in management

In line with the Nexi Group’s efforts towards DEI,

the representation of diversity, including gender

diversity, at all levels of business, remains one

of the priorities included in the Group’s ESG

strategy towards 2025.

Since January 2023 a specific target has been

defined in Nexi Group and a process put in place

to increase the percentage of women in mana-

gerial roles, ensuring an increase of +1% per

year. Progress against this target has shown

that the initiative is working well.

The process is supported by key principles,

ensuring diverse representation in the recruit-

ment pipeline, and different female leadership

empowerment initiatives. To further improve-

ments in the area, focused interviews were

carried out during the year, to evaluate needs

for further measures supporting gender balance

and female leaders. This resulted in the devel-

opment of a female mentoring program, and

external network participation to be launched in

2026.

Initiatives to support minority representation,

foster multicultural diversity and increase DEI

awareness

Several development activities have been

carried out during the year. A mandatory

training was introduced to increase awareness

Corporate Social Responsibility (continued)

of how each employee can drive inclusion. Addi-

tionally, a focused webinar series on multicultural

inclusion was offered across the Group. While the

three employee resource groups, “WIN” –

supporting women in Nexi, Nexi United, supporting

the LGBTIQ+ community, and Nexi International,

supporting multicultural inclusion, have

arranged activities in the local offices to drive

further awareness, community and inclusion.

Furthermore, during 2025, a Group-plan was

developed for strengthening multicultural

representation and competence in leadership,

with focused initiatives to be launched from

2026.

Engaged and employable employees

We believe that engaged people deliver a better

customer experience. And we are committed to

ensuring that our employees continuously

increase their ‘employability’ via continuous

development throughout their careers at Nexi/

Nets.

We believe in experience-based learning and

expect leaders to check in with their employees

frequently so they can identify growth opportu-

nities together. Engagement and the perceived

ability to learn and grow are measured through

our Engagement Survey. We will continue to

focus on both engagement and growth during

2026.

Working environment

We respect and prioritise the well-being of our

employees across locations and countries, and

we strive to create the best possible working

environment by providing a non-discriminatory,

safe, and healthy workplace for all. Hybrid

working continues to give employees flexibility.

Also, several engagement activities such as

sport events and office gatherings were held in

different Nets locations to support and improve

employee welfare and working environment.

Anti-Bribery and Corruption (ABC)

The aim of the Nets Anti-Bribery and Corruption

(ABC) policy, updated in 2025, is to provide the

framework to prevent bribery and corruption,

and to enable compliance with relevant legisla-

tion. The policy extends to Nets personnel, and

other parties who act on behalf of Nets such as

business partners.

The policy offers a general prohibition against

bribery and corruption, sets-out guidelines on

acceptable gifts and hospitalities received or

offered by staff, and rules concerning appro-

priate conduct concerning engagement with

public officials, third parties, sponsorships,

accounting, and mergers and acquisitions.

Where incidents occur, staff may be using a

whistleblowing channel and are offered protec-

tion against any possible retaliation. Any inci-

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Corporate Social Responsibility (continued)

dents raised are handled with care through

internal procedures. Nets evaluates the

progress of the policy annually.

In terms of initiatives implemented in 2025, the

Nexi Group rolled out a new training in ABC

principles to all Nexi personnel. This was

designed in association with Nets Risk Manage-

ment & Regulatory Compliance to ensure an

appropriate level of awareness of bribery and

corruption risks and best practices across the

company.

The monitoring framework for Anti-bribery and

Corruption was also reformed in 2025, with the

intention of a roll-out in early 2026. This is

meant to ensure both alignment with group-

wide standards, as well as a more accurate

reporting of risks to the local Board of Directors.

In connection with this, an ABC risk assessment

has also been initiated by Risk Management &

Regulatory Compliance and is expected to be

completed in 2026.

Risk Management

Risk management is integrated throughout the

organisation to support management awareness

and oversight, enabling risk-based decisions.

Nets maintains an Enterprise Risk Management

(ERM) approach that provides risk insights to

executive management and Board of Directors.

The adopted ERM policy outlines principles,

roles, and the risk management framework for

identifying, assessing, and monitoring risks

across several categories: strategic-, opera-

tional-, compliance-, and financial risks. The

organisation adopts a ‘three lines of defence’

governance model to structure roles, responsi-

bilities, and accountabilities concerning risk

management and internal controls.

Efforts in 2025 included uplifting the risk

management organisation and reporting along

with ensuring ongoing identification and moni-

toring of risks related to the enterprise. Nets has

a continuous focus on ensuring sufficient

management and mitigation of all relevant risk

areas, which also includes core compliance and

governance risks, e.g. anti-money laundering,

operational resilience, and authorisation mainte-

nance.

Security and stability

2025 marked the completion of the EU DORA

regulation and introduced significant updates to

process and technology in Nets. Within the area

of security and stability, the DORA program

centered around three areas of material

improvements:

1. A formalized process to ensure due and

timely reporting of DORA relevant incidents

to all stakeholders, including authorities

2. A comprehensive DORA test program to

manage test of all critical and important

functions, including a dedicated process to

capture the extensive Threat-Led Penetration

Testing initiative in accordance with the

TIBER-DK framework as supervised by

Nationalbanken

3. An introduction of new and quantifiable

selection criteria for declaration of crisis and

the succeeding management of communica-

tion to stakeholders.

All initiatives were committed via technical,

process and organizational controls and meas-

ures, including extensive training to employees

and senior management.

Fraud Prevention

In 2025, our focus shifted to ensuring stability in

performance and customer experience during a

year of heightened risk. The market faced a

significant increase in sophisticated, targeted

attacks fuelled by the growing accessibility of

advanced AI tools. Despite these challenges, we

remained steadfast in protecting our systems

and customers, strengthening our defences, and

delivering secure, reliable payment experiences.

We also embraced a new era of fraud manage-

ment by breaking down traditional silos and

fostering collaboration across the market. In

today’s landscape, where threats are increas-

ingly complex and interconnected, collaboration

is core to effective fraud prevention.

Moreover, throughout 2025, we strengthened our

public facing fraud prevention efforts through a

series of high impact PR and awareness initiatives.

Working closely with the Consumer Council and

the national Mit Digitale Selvforsvar platform, we

delivered real time warnings to more than 100,000

citizens and supported nationwide campaigns

addressing AI enabled impersonation, spoofing,

and social engineering attacks. We also engaged

the public directly—most visibly at Folkemødet—

where we co hosted interactive debates and fraud

spotting sessions alongside banks, telecom

operators, NGOs, and digital platforms.

In parallel, we coordinated press activity around

several major fraud cases, including large scale

smishing campaigns and cross border scams at

border shopping areas. Our communication

supported law enforcement collaboration, high-

lighted the shutdown of over 1,000 fraudulent

online shops, and elevated the need for a

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Corporate Social Responsibility (continued)

national, cross sector fraud response capability.

Altogether, these initiatives demonstrated our

commitment to transparency, market collabora-

tion, and proactive consumer protection in an

increasingly complex threat landscape.

Data Privacy and Ethics Policy

Advanced data use and the adaptation of new

technology, including machine learning and arti-

ficial intelligence can help bring significant

progress to society. The use of data and the

adoption of such new technology must respect

the fundamental right to privacy and data

protection. In Nets we acknowledge that the

ethical handling of data may go beyond what is

regulated by law, especially in the fast-paced

development of digital solutions. That is why, as

part of our commitment to enact technical and

organisational solutions for digitisation of society,

we have included a stipulation that processes

and solutions must be created to support the

principles of responsible data processing.

The requirement of ethical use of data is

embedded in our policy on data privacy to

underpin the close connection between data

protection principles and data ethics. The policy

states that any use and adaptation of new tech-

nology, including machine learning, artificial

intelligence and algorithms, shall consider the

purpose, risk, and outcome of enabling the tech-

nology and that technical and organisational

solutions need to be created to support ethically

responsible data processing. It further states

that self-determination, human dignity, and fair-

ness must be prioritised in all data processes.

In practice, data ethics and the work we do in

data protection are very closely connected, as

we believe some of the core principles from the

data protection framework are directly appli-

cable in the data ethics field and that the proper

application of the principles of ‘fairness’, ‘trans-

parency’ and ‘accountability’ is an effective way

of ensuring an ethical approach in operations.

This has also been considered in our continuous

work on data protection and especially when

performing Data Protection Impact Assessments

and privacy assessments throughout 2025.

Key activities in 2025 also include development

of governance and processes to assess the use

of AI to ensure that AI systems are developed,

deployed, and maintained according with regu-

latory, ethical, and organizational standards.

This framework will be further improved and

implemented during 2026.

Whistleblower scheme

Awareness of the Group’s Whistleblower tool

has been ensured by providing relevant infor-

mation to all employees via the intranet. Nets

thereby meet the requirements of the EU Whis-

tleblower Directive, establishing a strong and

independent whistleblower scheme across Nets,

allowing employees, the Executive Manage-

ment, the Board of Directors and external stake-

holders to report violations or misconduct, or

suspicions thereof.

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Nets Denmark A/S Management Review

Statement by the Board of Directors and Executive Management

Executive Management

Lars Erik Tellmann

Chief Executive Officer (CEO)

Esben Torpe Jørgensen

Executive Director

Christian Henrik Theodor Segersven

Executive Director

Gianluca Ventura

Chair

Maria Cæcilia Bardram

Vice Chair

Francesco Maria Gaini

Alexandre Francesco Bove

Alessia Carnevale

Frank Asger Olsen

Christian Lilloe Salvesen

Beate Fjeld Ulleland

Yaeli Zargarov Friis

Board of Directors

The Board of Directors and the Executive

Management have today discussed and

approved the Annual Report of Nets

Denmark A/S for the financial year 1 January

– 31 December 2025.

The Consolidated financial statements have

been prepared in accordance with IFRS

accounting standards as adopted by the Euro-

pean Union and further requirements according

to the Danish Financial Statements Act. The

financial statements of the Parent Company

have been prepared in accordance with the

Danish Financial Statements Act.

In our opinion, the Consolidated financial state-

ments and the Parent Company financial state-

ments give a true and fair view of the Group’s

and the Parent Company’s financial position at

31 December 2025, the results of the Group and

Parent Company’s operations and the Group’s

consolidated cash flows for 2025.

In our opinion, Management’s review includes a

fair review of the development in the operations

and financial conditions of the Group and Parent

Company, of the results for the year, cash flows

and financial position as well as a description of

the most significant risks and elements of

uncertainty that the Group and the Parent

Company are facing.

We recommend that the Annual Report be

approved at the Annual General Meeting.

Ballerup, 27 March 2026

18/78

Nets Denmark A/S Management Review

Independent auditor’s report

TO THE SHAREHOLDER OF NETS

DENMARK A/S

Opinion

In our opinion, the Consolidated Financial State-

ments give a true and fair view of the Group’s

financial position at 31 December 2025 and of

the results of the Group’s operations and cash

flows for the financial year 1 January to 31

December 2025 in accordance with IFRS

Accounting Standards as adopted by the EU and

further requirements in the Danish Financial

Statements Act.

Moreover, in our opinion, the Parent Company

Financial Statements give a true and fair view

of the Parent Company’s financial position at

31 December 2025 and of the results of the

Parent Company’s operations for the financial

year 1 January to 31 December 2025 in accord-

ance with the Danish Financial Statements Act.

We have audited the Consolidated Financial

Statements and the Parent Company Financial

Statements of Nets Denmark A/S for the finan-

cial year 1 January - 31 December 2025, which

comprise income statement, balance sheet,

statement of changes in equity and notes,

including material accounting policy information,

for both the Group and the Parent Company, as

well as statement of comprehensive income and

cash flow statement for the Group (“financial

statements”).

Basis for Opinion

We conducted our audit in accordance with

International Standards on Auditing (ISAs) and

the additional requirements applicable in

Denmark. Our responsibilities under those

standards and requirements are further

described in the “Auditor’s Responsibilities for

the Audit of the Financial Statements” section of

our report. We are independent of the Group in

accordance with the International Ethics Stand-

ards Board for Accountants’ International Code

of Ethics for Professional Accountants (IESBA

Code) and the additional ethical requirements

applicable in Denmark, and we have fulfilled

our other ethical responsibilities in accordance

with these requirements and the IESBA Code.

We believe that the audit evidence we have

obtained is sufficient and appropriate to provide

a basis for our opinion.

STATEMENT ON MANAGEMENT’S

REVIEW

Management is responsible for Management’s

Review.

Our opinion on the financial statements does not

cover Management’s Review, and we do not

express any form of assurance conclusion

thereon.

In connection with our audit of the financial

statements, our responsibility is to read

Management’s Review and, in doing so, consider

whether Management’s Review is materially

inconsistent with the financial statements or our

knowledge obtained during the audit, or other-

wise appears to be materially misstated.

Moreover, it is our responsibility to consider

whether Management’s Review provides the

information required under the Danish Financial

Statements Act.

Based on the work we have performed, in our

view, Management’s Review is in accordance

with the Consolidated Financial Statements and

the Parent Company Financial Statements and

has been prepared in accordance with the

requirements of the Danish Financial Statement

Act. We did not identify any material misstate-

ment in Management’s Review.

MANAGEMENT’S RESPONSIBILITIES

FOR THE FINANCIAL STATEMENTS

Management is responsible for the preparation

of Consolidated Financial Statements that give

a true and fair view in accordance with IFRS

Accounting Standards as adopted by the EU and

further requirements in the Danish Financial

Statements Act and for the preparation of

Parent Company Financial Statements that give

a true and fair view in accordance with the

Danish Financial Statements Act, and for such

internal control as Management determines is

necessary to enable the preparation of financial

statements that are free from material misstate-

ment, whether due to fraud or error.

In preparing the financial statements, Manage-

ment is responsible for assessing the Group’s

and the Parent Company’s ability to continue as

a going concern, disclosing, as applicable,

matters related to going concern and using the

going concern basis of accounting in preparing

the financial statements unless Management

either intends to liquidate the Group or the

Parent Company or to cease operations, or has

no realistic alternative but to do so.

AUDITOR’S RESPONSIBILITIES FOR THE

AUDIT OF THE FINANCIAL STATEMENTS

Our objectives are to obtain reasonable assur-

ance about whether the financial statements as

a whole are free from material misstatement,

whether due to fraud or error, and to issue an

auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance

but is not a guarantee that an audit conducted in

accordance with ISAs and the additional

requirements applicable in Denmark will always

detect a material misstatement when it exists.

Misstatements can arise from fraud or error and

are considered material if, individually or in the

aggregate, they could reasonably be expected

to influence the economic decisions of users

taken on the basis of these financial statements.

19/78

Nets Denmark A/S Management Review

Independent auditor’s report (continued)

As part of an audit conducted in accordance

with ISAs and the additional requirements appli-

cable in Denmark, we exercise professional

judgement and maintain professional scepticism

throughout the audit. We also:

• Identify and assess the risks of material

misstatement of the financial statements,

whether due to fraud or error, design and

perform audit procedures responsive to

those risks, and obtain audit evidence that is

sufficient and appropriate to provide a basis

for our opinion. The risk of not detecting a

material misstatement resulting from fraud is

higher than for one resulting from error as

fraud may involve collusion, forgery, inten-

tional omissions, misrepresentations, or the

override of internal control.

• Obtain an understanding of internal control

relevant to the audit in order to design audit

procedures that are appropriate in the

circumstances, but not for the purpose of

expressing an opinion on the effectiveness of

the Group’s and the Parent Company’s

internal control.

• Evaluate the appropriateness of accounting

policies used and the reasonableness of

accounting estimates and related disclosures

made by Management.

• Conclude on the appropriateness of Manage-

ment’s use of the going concern basis of

accounting in preparing the financial state-

ments and, based on the audit evidence

obtained, whether a material uncertainty

exists related to events or conditions that

may cast significant doubt on the Group’s

and the Parent Company’s ability to continue

as a going concern. If we conclude that a

material uncertainty exists, we are required

to draw attention in our auditor’s report to

the related disclosures in the financial state-

ments or, if such disclosures are inadequate,

to modify our opinion. Our conclusions are

based on the audit evidence obtained up to

the date of our auditor’s report. However,

future events or conditions may cause the

Group and the Parent Company to cease to

continue as a going concern.

• Evaluate the overall presentation, structure

and contents of the financial statements,

including the disclosures, and whether the

financial statements represent the under-

lying transactions and events in a manner

that gives a true and fair view.

• Plan and perform the group audit to obtain

sufficient appropriate audit evidence

regarding the financial information of the

entities or business units within the group as

a basis for forming an opinion on the Consol-

idated Financial Statements. We are respon-

sible for the direction, supervision and review

of the audit work performed for purposes of

the group audit. We remain solely respon-

sible for our audit opinion.

We communicate with those charged with

governance regarding, among other matters,

the planned scope and timing of the audit and

significant audit findings, including any signifi-

cant deficiencies in internal control that we

identify during our audit.

Hellerup, 27 March 2026

PricewaterhouseCoopers

Statsautoriseret Revisionspartnerselskab

CVR No 33 77 12 31

Michael Groth Hansen

State Authorised Public Accountant

mne33228

Henrik Kyhnauv

State Authorised Public Accountant

mne40028

20/78

Nets Denmark A/S Management Review

Consolidated income statement

EURm Note 2025 2024

Operating revenues 2.1 1,490.5 1,415.7

Interchange fees and processing fees (652.1) (604.0)

Net operating revenues 2.1 838.4 811.7

Cost of sales (43.2) (37.6)

External expenses (206.1) (204.3)

Personnel expenses 2.3 (227.9) (246.8)

Operating result before depreciation and amortisation before special

items (EBITDA B.S.I.) 361.2 323.0

Special items 2.2 (59.9) (94.8)

Operating result before depreciation and amortisation (EBITDA) 301.3 228.2

Amortisation of business combination intangibles, customer

agreements & impairment losses 4.1 (141.6) (142.7)

Depreciation and amortisation 4.2 (46.8) (46.0)

Profit (loss) from equity investments and disposals of investments 4.4 (0.7) (3.4)

Operating result (EBIT) 112.2 36.1

Result from associates after tax 4.4 - 1.6

Fair value adjustment of Visa shares (0.6) 0.7

Financial income and expenses, net 5.4 (48.6) 34.4

Net financials (49.2) 36.7

Result before tax 63.0 72.8

Income taxes 6.1 (13.3) (19.5)

Result from continuing operations 49.7 53.3

Loss from discontinuing operations 4.5 - (18.3)

Result for the year 49.7 35.0

Consolidated statement of

comprehensive income

EURm Note 2025 2024

Result for the year

49.7 35.0

Other comprehensive income:

Currency translation adjustments, foreign enterprises 23.9 (25.3)

Total comprehensive income for the year 73.6 9.7

Total comprehensive income for the year is attributable to:

Owners of Nets Denmark A/S, continuing operations

73.6 28.0

Owners of Nets Denmark A/S, discontinuing operations - (18.3)

73.6 9.7

21/78

Nets Denmark A/S Financial statements

Consolidated

EURm Note 2025 2024

Assets

Non-current assets

Goodwill 4.1 1,671.6 1,659.4

Other intangible assets 4.1 469.3 499.4

Plant and equipment 4.2 104.7 116.8

Investment in associates 4.4 1.4 20.2

Deferred tax assets 6.1 67.6 67.2

Non-current financial assets 7.1 37.5 -

Total non-current assets 2,352.1 2,363.0

Current assets

Inventories 3.1.1 10.2 12.0

Trade and other receivables 3.1.2 117.7 135.8

Current tax assets 2.1 -

Clearing-related assets 3.2 668.9 754.3

Prepayments 3.3 75.7 72.3

Receivables from Group enterprises 3.1.3 2.7 21.0

Other financial assets 7.1 - 25.6

Cash and cash equivalents 3.4 599.7 646.0

Total current assets 1,477.0 1,667.0

Total assets 3,829.1 4,030.0

EURm Note 2025 2024

Equity and liabilities

Equity

Share capital 5.1 35.5 35.5

Other reserves (125.2) (149.1)

Retained earnings 2,426.9 1,741.3

Equity, owners of Nets Denmark A/S 2,337.2 1,627.7

Total equity 2,337.2 1,627.7

Non-current liabilities

Liabilities to Group enterprises 5.2 - 603.3

Pension liabilities, net 0.7 0.7

Lease liabilities 5.3 35.2 38.4

Deferred tax liabilities 6.1 59.6 58.4

Other liabilities 5.6 55.5 64.4

Total non-current liabilities 151.0 765.2

Current liabilities

Trade and other payables 3.1.4 220.7 229.2

Contract liabilities 2.1 3.1 6.1

Clearing-related liabilities 3.2 1,000.9 1,168.2

Liabilities to Group enterprises 3.1.3 97.5 207.8

Lease liabilities 5.3 14.2 8.9

Other financial liabilities 7.1 1.1 1.4

Current tax liabilities 6.1 3.4 15.5

Total current liabilities 1,340.9 1,637.1

Total liabilities 1,491.9 2,402.3

Total equity and liabilities 3,829.1 4,030.0

Consolidated balance sheet

22/78

Nets Denmark A/S Financial statements Consolidated

Consolidated statement of cash flows

EURm Note 2025 2024

EBITDA before Special items from continuing operations 361.2 323.0

Special items from continuing operations (59.9) (94.8)

EBITDA from discontinued operations 4.5 - 4.8

Other non-cash items 6.3 5.8 5.8

Change in narrow working capital (17.8) (32.5)

Interest and similar items, net 3.3 (13.3)

Taxes paid 6.1 (25.0) (17.4)

Net cash flow from operating activities excluding

clearing-related balances 267.6 175.6

Change in clearing-related balances (82.0) 138.2

Net cash from operating activities 185.6 313.8

Purchase of intangible assets 4.1 (108.7) (108.5)

Purchase equipment (24.1) (15.4)

Investments and mergers (9.8) (6.8)

Proceeds from Visa shares and e-Boks 19.6 2.5

Proceeds from sale of eID 10.0 57.0

Net cash from investing activities (113.0) (71.2)

Proceeds from shareholder and intercompany loans - (13.4)

Repayment and movements of shareholder and

intercompany loans 5.2 (92.0) (219.6)

Proceeds from shareholder loans 5.2 - 221.2

Repayment of borrowings 5.2 (1.3) (54.0)

Repayment of finance lease liabilities 5.3 (20.1) (18.5)

Net cash from financing activities (113.4) (84.3)

EURm Note 2025 2024

Net cash flow for the year (40.8) 158.3

Cash and cash equivalents as at 1 January 646.0 478.4

Exchange gain/(loss) on cash and cash equivalents (5.5) 9.3

Cash and cash equivalents as at 31 December 3.4 599.7 646.0

Non-GAAP performance measures

Net cash and cash equivalents as at 31 December 599.7 646.0

Clearing-related assets as at 31 December 668.9 754.3

Clearing-related liabilities as at 31 December (1,000.9) (1,168.2)

Own cash as at 31 December 3.4 267.7 232.1

Own cash as at 1 January 232.1 202.7

Net cash from operating activities excluding clearing-related

balances 267.6 175.6

Net cash from investing activities in the year (113.0) (71.2)

Net cash from financing activities excluding clearing-related

activities (113.4) (84.3)

Exchange gain/(loss) on cash and cash equivalents (5.6) 9.3

Own cash as at 31 December 267.7 232.1

23/78

Nets Denmark A/S Financial statements Consolidated

Consolidated statement of changes in equity

2025

EURm

capital

Currency

translation

reserves

Retained

earnings

Equity,

owners of

Nets Denmark A/S

Total

equity

2025

Equity as at 1 January 35.5 (149.1) 1,741.3 1,627.7 1,627.7

Result for the year - - 49.7 49.7 49.7

Other comprehensive income for the year - 23.9 - 23.9 23.9

Total comprehensive income for the year 0.0 23.9 49.7 73.6 73.6

Share based payments - - 5.8 5.8 5.8

Capital increase / conversion of debt - - 631.9 631.9 631.9

Group Contribution, net - - (1.8) (1.8) (1.8)

Total changes in equity 0.0 23.9 685.6 709.5 709.5

Equity as at 31 December 35.5 (125.2) 2,426.9 2,337.2 2,337.2

2024

EURm

capital

Currency

translation

reserves

Retained

earnings

Equity,

owners of

Nets Denmark A/S

Total

equity

2024

Equity as at 1 January 35.5 (123.8) 1,676.6 1,588.3 1,588.3

Correction of material error - - 23.9 23.9 23.9

Restated equity as at 1 January 35.5 (123.8) 1,700.5 1,612.2 1,612.2

Result for the year - - 35.0 35.0 35.0

Other comprehensive income for the year - (25.3) - (25.3) (25.3)

Total comprehensive income for the year 0.0 (25.3) 35.0 9.7 9.7

Share based payments - - 5.8 5.8 5.8

Total changes in equity 0.0 (25.3) 40.8 15.5 15.5

Equity as at 31 December 35.5 (149.1) 1,741.3 1,627.7 1,627.7

24/78

Nets Denmark A/S Financial statements Consolidated

Contents

With the aim of providing enhanced

information and a better understanding

of the Group’s financial results, position

and cash flows, the notes to the consoli-

dated financial statements have been

structured into key themes. Further, to

provide additional context to the IFRS

financial statements and disclosures,

narrative comments have been placed

adjacent to the disclosures in the rele-

vant theme section. The notes are pre-

sented in the following themes:

• Basis of preparation

• Earnings

• Working capital

• Strategic investment and divestment

• Funding and capital structure

• Tax and Governance

• Other disclosures

For ease of reference, an overview of

how the financial statement disclosure

notes have been allocated to each of the

respective themes is set out below.

Basis of preparation 

. Basis of preparation 

. Changes in accounting policies

and disclosures 

. Summary of key accounting

estimates and judgements 

.

Basis for consolidation 

.

Foreign currency translation 

. Restatement of prior year

figures 

Earnings 

. Revenue 

.

Cost and Special items 

.

Personnel expenses 

.

Foreign currency exposure 

Working capital 

..

Inventories 

..

Trade and other receivables 

.. Receivables and liabilities Group

enterprises 

..

Trade and other payables 

.

Clearing-related balances 

.

Prepayments 

.

Cash and cash equivalents 

.

Financial risk management 

Strategic investments

and divestments



.

Intangible assets 

.

Plant and equipment 

.

Impairment tests 

.

Investment in associates 

.

Discontinued operations 

Funding and capital

structure



. Share capital 

.

Borrowings and related risks 

.

Leases 

.

Net financials 

.

Interest risk management 

.

Other liabilities 

. Commitments, contingencies

and collaterals 

Tax and Governance 

. Income and deferred income

taxes 

.

Related party transactions 

.

Share-based payment 

.

Fee to statutory auditors 

Other disclosures 

. Classification of financial assets

and financial liabilities 

. Standards issued but not yet

effective 

. Events after the balance sheet

date 

.

Companies in the Group 

.

Financial definitions 

25/78

Nets Denmark A/S Financial statements Contents

Basis of preparation

Section 1

Basis of preparation

In this section

. Basis of preparation 

. Changes in accounting policies

and disclosures 

. Summary of key accounting estimates

and judgements 

.

Basis for consolidation 

.

Foreign currency translation 

.

Restatement of prior year figures 

Note 1.1

BASIS OF PREPARATION

The consolidated financial statements of the

Group have been prepared in accordance with

IFRS® Accounting Standards as adopted by the

EU and in accordance with IFRS Accounting

Standards as endorsed by the EU and additional

requirements of the Danish Financial State-

ments Act applying to reporting class C (large)

companies.

The consolidated financial statements have

been prepared on a historical cost basis, except

for certain financial assets and liabilities meas-

ured at fair value as disclosed in Note 7.1. The

consolidated financial statements are, except

when otherwise indicated, presented rounded

in million Euro with one decimal point.

Included within these financial statements are

the following financial measures which are

non-IFRS:

• Adjusted EBIT

• Special Items

• EBITDA

• Own cash

The non-GAAP performance measures are

defined in Note 7.5.

The Group is incorporated and domiciled in

Denmark. The registered office is located in

Ballerup.

Note 1.2

CHANGES IN ACCOUNTING POLICIES

AND DISCLOSURES

The accounting policies are consistent with the

policies set out in the financial statements for

2024, unless otherwise stated.

A summary of IFRS Standards issued but not

yet effective is included in Note 7.2.

Section 1:

26/78

Nets Denmark A/S Financial statements Section 1

Basis of preparation (continued)

Section 1

Note 1.3

SUMMARY OF KEY ACCOUNTING

ESTIMATES AND JUDGEMENTS

The preparation of the Group’s consolidated

financial statements requires Management to

make assumptions that affect the reported

amount of revenue, expenses, assets and liabili-

ties, and the accompanying disclosures. Uncer-

tainty about these assumptions and estimates

could result in outcomes that require a material

adjustment to the carrying amount of assets or

liabilities affected in future periods.

Estimates and judgements used in the determi-

nation of reported results are continuously

evaluated and are based on historical experi-

ence and on various other factors that are

believed to be reasonable under the circum-

stances. Actual results may differ from these

estimates under different assumptions or condi-

tions.

In the process of applying the Group’s account-

ing policies, management has made the below

judgements, which have the most significant

effect on the amounts recognised in the consoli-

dated financial statements. These are described

in further detail adjacent to the disclosure Note.

• Use of special items (Note 2.2) (judgements)

• Useful life of intangible assets (Note 4.1)

(estimate)

• Recoverable amount of goodwill and capital-

ised development projects (Note 4.3) (esti-

mate)

• Incremental borrowing rate and expected

lease term for lease agreements (Note 5.3)

(estimate)

• Recognition of deferred tax assets and

uncertain tax positions (Note 6.1) (judgment)

Note 1.4

BASIS FOR CONSOLIDATION

The consolidated financial statements comprise

the financial statements of Nets Denmark A/S

(the "Parent Company") and its subsidiaries

(together, "the Group" or "Nets") as at 31 Decem-

ber 2025. Control is achieved when the Group is

exposed, or has rights, to variable returns from

its involvement with the investee and has the

ability to affect those returns through its power

over the investee. Specifically, the Group con-

trols an investee if, and only if, the Group has:

• Power over the investee (i.e., existing rights

that give it the current ability to direct the

relevant activities of the investee)

• Exposure, or rights, to variable returns from

its involvement with the investee

• The ability to use its power over the investee

to affect its returns

Generally, there is a presumption that a majority

of voting rights results in control. To support this

presumption and when the Group has less than

a majority of the voting or similar rights of an

investee, the Group considers all relevant facts

and circumstances in assessing whether it has

power over an investee, including:

• The contractual arrangement(s) with the

other vote holders of the investee

• Rights arising from other contractual

arrangements

• The Group’s voting rights and potential voting

rights

The Group re-assesses whether or not it con-

trols an investee if facts and circumstances indi-

cate that there are changes to one or more of

the three elements of control. Consolidation of

a subsidiary begins when the Group obtains

control over the subsidiary and ceases when

the Group loses control of the subsidiary.

Assets, liabilities, income and expenses of a sub-

sidiary acquired or disposed of during the year

are included in the consolidated financial state-

ments from the date the Group gains control

until the date the Group ceases to control the

subsidiary.

Profit or loss and each component of OCI are

attributed to the equity holders of the parent of

the Group and to the non-controlling interests,

even if this results in the non-controlling inter-

ests having a deficit balance. When necessary,

adjustments are made to the financial state-

ments of subsidiaries to bring their accounting

policies in line with the Group’s accounting poli-

cies. All intra-group assets and liabilities, equity,

income, expenses and cash flows relating to

transactions between members of the Group are

eliminated in full on consolidation.

A change in the ownership interest of a subsidi-

ary, without a loss of control, is accounted for as

an equity transaction.

If the Group loses control over a subsidiary, it

derecognises the related assets (including

goodwill), liabilities, non-controlling interest and

other components of equity, while any resultant

gain or loss is recognised in profit or loss.

Any investment retained is recognised at initial

recognition at fair value and subsequently

measured at fair value through the income

statement unless the investment is classified as

an investment in associates or joint ventures

measured using the equity method.

27/78

Nets Denmark A/S Financial statements Section 1

Note 1.5

FOREIGN CURRENCY TRANSLATION

The Group’s consolidated financial statements

are presented in euros, which is also the parent

company’s functional currency. For each entity,

the Group determines the functional currency

and items included in the financial statements of

each entity are measured using that functional

currency.

Translation of Transactions and Balances

Transactions in foreign currencies are initially

recorded by the Group’s entities and branches

at their respective functional currency spot

rates at the date the transaction first qualifies

for recognition.

Monetary assets and liabilities denominated in

foreign currencies are translated at the func-

tional currency spot rates of exchange at the

reporting date. Differences arising on settlement

or translation of monetary items are recognised

in profit or loss.

Non-monetary items are translated at the

exchange rates at the acquisition date or at the

date of any subsequent revaluation or impair-

ment of the asset. Items in the consolidated

income statements are translated at the

exchange rates at the transaction date, although

items derived from non-monetary items are

translated at the historical exchange rates

applying to the non-monetary items.

Translation of Group Companies

On consolidation, the assets and liabilities of

foreign operations are translated into euros at

the rate of exchange prevailing at the reporting

date and their statements of profit or loss are

translated at average exchange rates.

All effects of exchange rate adjustment are rec-

ognised in the consolidated income statement,

except for exchange rate adjustments of invest-

ments in subsidiaries arising from:

• the translation of foreign subsidiaries’ net

assets including goodwill recognised at

acquisition date, at the beginning of the year

at the exchange rates at the end of the

reporting period;

• the translation of foreign subsidiaries’

income statements using average exchange

rates, whereas balance sheet items are

translated using the exchange rates prevail-

ing at the end of the reporting period.

The above exchange rate adjustments are rec-

ognised in other comprehensive income.

Basis of preparation (continued)

Section 1

Note 1.6

RESTATEMENT OF PRIOR YEAR FIGURES

During the year, the Group identified a historical

accounting error related to the derecognition of

an intangible software asset and a customer

contract asset associated with a 2021 divest-

ment. Portions of the assets were not fully

removed from the fixed asset register, resulting

in excess amortisation being recognised in sub-

sequent periods and an overstatement of asset

values.

The error has been corrected by restating each

of the affected financial statement line items,

disclosures and financial summary for the prior

periods. The restatement resulted in an increase

in the opening carrying amount of other intangi-

ble assets as at 1 January 2024 of EUR 23.9 mil-

lion, with a corresponding impact on opening

equity as at 1 January 2024 of EUR 23.9 million.

Further, the correction reduced amortisation of

other intangible assets for 2024 by EUR 8.1 mil-

lion, resulting in a corresponding decrease in

amortisation expense and, consequently, an

increase in profit for 2024 of EUR 8.1 million. The

change did not have an impact on OCI or on the

Group’s operating, investing or financing cash

flows.

28/78

Nets Denmark A/S Financial statements Section 1

Revenue

Significant accounting policies

REVENUE RECOGNITION

The Group earns revenue from its customers on

a transactional basis and on a non-transactional

basis.

Transaction based revenue – includes revenue

generated through a combination of (a) a fee per

transaction processed (which represents the

primary revenue model in the Issuing Solutions

business areas) and (b) an ad valorem fee based

on the value of transactions acquired (which

represents the primary revenue model of the

Merchant Solutions business area).

Non-transaction based revenue – includes reve-

nue generated through provision of subscrip-

tion-based fees related to the sale and rental of

point-of-sale (POS) and related solutions, fees

related to the sale of value-added services and

revenue from development projects across the

two business areas.

Revenue from transaction service charges,

transaction processing and similar services is

recognised as revenue when services are ren-

dered.

Revenue from the sale of products is recognised

when the buyer obtains control of the goods,

usually on delivery of the goods. Revenue from

the sale of products is measured at the fair

value of the consideration received or receiva-

ble, net of returns.

Rental income arising from leases of terminals

is accounted for on a straight-line basis over the

lease terms and is included in revenue due to its

operating nature.

Revenues from services obligations to be pro-

vided over a period of time are initially recog-

nised as a contract liability and then recognised

on a straight-line basis over the period during

which the services are rendered.

Revenue is recognised as the gross amount

excluding VAT, taxes and duties and discounts in

relation to the sale. Revenue is measured at the

fair value of the consideration received or

receivable. Payment terms vary between 0-45

days.

Interchange fees and processing fees

Interchange fees and processing fees are the

accumulated total of all fees directly related to

creating a transaction service charge and sales

of other services. This represents interchange

fees, processing fees, sales commission, net-

work fees and handling fees.

Note 2.1

Earnings

This section contains disclosure information related

to revenue and costs. The section also discloses

information regarding foreign currency exposure.

Section 2:

Revenue

838

EBITDA b.s.i.

361

In this section

. Revenue 

.

Costs and Special items 

.

Personnel expenses 

.

Foreign currency exposure 

29/78

Nets Denmark A/S Financial statements Section 2

Revenue (continued)

Note 2.1

EURm 2025 2024

Gross revenue per transaction type

Transaction services 1,316.1 1,251.1

Non-transaction services 174.4 164.6

Total 1,490.5 1,415.7

Gross revenue per business area

Merchant Solutions 1,319.5 1,217.3

Issuing Solutions 171.0 198.4

Total 1,490.5 1,415.7

Net revenue per business area

Merchant Solutions 667.4 613.3

Issuing Solutions 171..0 198.4

Total 838.4 811.7

CONTRACT ASSETS AND LIABILITIES

A contract asset is recognised for the Group’s

transferring of goods or services, if the customer

has either not paid consideration or if the pay-

ment is not due.

A contract liability is recognised if the customer

pays consideration or the Group has a right to

an amount of consideration that is uncondi-

tional, before the Group transfers goods or ser-

vices to the customer. The contract liabilities

primarily relate to prepayments received from

customers in relation to development contracts

and other non-transaction-based revenue.

BUSINESS AREAS

The Executive Management evaluates the activi-

ties from a business unit perspective. The busi-

ness activities have been organised under two

business areas Merchant Solutions and Issuing

Solutions.

Merchant Solutions provide in-store, online and

mobile payment acceptance solutions to mer-

chants across the Nordic and central European

regions, from large corporate chains to small

and medium-sized enterprises and micro-mer-

chants. We serve our merchants through a

broad set of distribution channels, including

indirect partnership relations such as bank

referrals, value-added resellers and web devel-

opers as well as through our direct sales force.

Our breadth of service, payment type and geo-

graphic coverage allows us to be a one-stop

shop for merchants in the countries in which we

operate.

Issuing Solutions provide outsourced processing

services to issuers of payment cards, primarily

banks as well as complementary services

including Card Management Systems (CMS),

fraud and dispute solutions and mobile wallet

technology. This business area is also operating

and processing the national debit card schemes

in Denmark and Norway, branded Dankort and

BankAxept, respectively.

30/78

Nets Denmark A/S Financial statements Section 2

EURm 2025 2024

Gross revenue per geographical area

Denmark 546.1 525.7

Norway 171.7 171.8

Finland 241.7 237.7

Sweden 118.3 112.4

Baltics 12.9 11.5

Poland 384.5 356.6

Other 15.3 -

Total 1,490.5 1,415.7

Net revenue per geographical area

Denmark 293.2 282.3

Norway 130.6 132.6

Finland 140.0 140.0

Sweden 67.7 68.0

Baltics 9.6 8.1

Poland 182.7 180.7

Other 14.6 -

Total 838.4 811.7

The geagraphical breakdown of the revenue is based on the location of the legal entities and branches in the Group.

Revenue (continued)

Note 2.1

EURm 2025 2024

Liabilities related to contracts with customers

Other prepayments from customers 3.1 6.1

Total contract liabilities 3.1 6.1

31/78

Nets Denmark A/S Financial statements Section 2

Special items in the year amounted to EUR 59.9 million (2024: EUR 94.8 million) and included the following costs:

Costs and Special items

Significant accounting policies

COST OF SALES

Cost of sales comprises all costs related to

products and services which have been sold.

This mainly represents the cost of terminals

sold and cost related to the pay-later solution.

EXTERNAL EXPENSES

External expenses mainly comprise IT operation,

software, maintenance and development costs

that do not qualify for capitalisation, lease

expenses and other marketing, sales and distri-

bution costs, losses and card fraud.

Immaterial other gains and losses of a nature

secondary to the main activities of the Group are

recognised within external expenses.

SPECIAL ITEMS

Special items comprise costs or income that

cannot be attributed directly to the Group’s ordi-

nary activities. They are therefore separately

disclosed to allow a more comparable view of

underlying business performance.

Key accounting estimates and judgements

The use of special items entails Management

judgement in the separation from other items in

the income statement. Management carefully

considers such changes in order to ensure the

correct distinction between the operating activi-

ties and restructuring of the Group carried out

to enhance the future earnings potential. All

costs presented under Special items are directly

derived from the books and records and care-

fully monitored by Management on a monthly

basis to ensure that only cost meeting the crite-

ria are included.

2025 2024

EURm

External

expenses

Personnel

expenses Total

External

expenses

Personnel

expenses Total

Special items

Reorganisation, restructuring and refurbishment (9.2) (8.1) (17.3) (0.6) (28.0) (28.6)

Business set-ups, acquisitions and disposals (3.5) (0.4) (3.9) (11.0) (4.4) (15.4)

Transformation programme (28.7) (4.2) (32.9) (31.3) (5.6) (36.9)

Share based payment, other retention and One-off losses, etc. - (5.8) (5.8) (6.8) (7.1) (13.9)

Total special items (41.4) (18.5) (59.9) (49.7) (45.1) (94.8)

Note 2.2

32/78

Nets Denmark A/S Financial statements Section 2

Financial comments

REORGANISATION, RESTRUCTURING

AND REFURBISHMENT

Costs of reorganisation, restructuring and refur-

bishment amounted to EUR 17.3 million and

mainly include costs related to termination of

employees as part of making Nets more cost-ef-

ficient and competitive in meeting the strategy

of being operationally excellent.

BUSINESS SET-UPS, ACQUISITIONS

AND DISPOSALS

Costs associated with business set-ups, acquisi-

tions and disposals amounted to EUR 3.9 million

and include costs related to external advisors in

connection with acquisitions and other M&A

related activities.

TRANSFORMATION PROGRAMME

Costs related to the transformation programme

amounted to EUR 32.9 million.

Costs and Special items (continued) Personnel expenses

Significant accounting policies

PERSONNEL EXPENSES

Wages, salaries, pension contributions, social

security contributions, annual leave, sick leave

etc. and bonuses are recognised in the year in

which the associated services are rendered by

employees of the Group.

EURm Note 2025 2024

Personnel expenses

Wages and salaries (224.6) (260.8)

Share-based payment cost 6.3 (5.8) (5.8)

Pensions – defined contribution plans (33.2) (24.7)

Other social security contributions (19.3) (15.6)

Other employee costs (21.0) (30.4)

Total employee costs for the year (303.9) (337.3)

Employee costs included in development projects 57.5 45.4

Total employee costs expensed in the income statement (246.4) (291.9)

Employee costs included in special items 2.2 18.5 45.1

Total employee costs included in EBITDA before special items (227.9) (246.8)

Average number of employees, full time equivalant 2,768 2,805

Year-end number of employees, full time equivalant 2,808 2,641

Information about remuneration to the Board of Directors and Key Personnel is disclosed in Note 6.2.

Note 2.2 Note 2.3

These costs related to the further development

of a target operating model, and continued

investments in security and stability programs

as well as the implementation of cost optimisa-

tion programmes related to technology, opera-

tions and procurement. The cost of third-party

consultants represents the majority of the costs

relating to the transformation programme.

SHARE BASED PAYMENTS, OTHER

RETENTION AND ONE-OFF LOSSES, ETC.

Share based payment, other retention and One-off

losses etc. amounted to EUR 5.8 million and pri-

marily included Nets Group costs of share

based payments and other retention based

bonus schemes.

33/78

Nets Denmark A/S Financial statements Section 2

Foreign currency exposure

2025 2024

EURm

Probable

change in

currency Net revenue EBITDA Net revenue EBITDA

NOK +10% 13.5 10.1 13.7 9.3

SEK +10% 7.1 5.5 6.7 4.8

DKK +1% 2.8 1.1 2.9 0.7

PLN +10% 18.5 11.4 18.1 12.0

2025

Exchange rate

EUR per 100

Key currencies NOK SEK DKK PLN

Average 8.53 9.04 13.4 23.59

End of year 8.46 9.24 13.39 23.66

Year-end change 0.1% 6.1% (0.1%) 1.0%

Financial comments

TRANSACTION RISK

The Group operates predominantly in Northern

Europe and Central Europe. Hence, it is primarily

exposed to exchange-rate risks from NOK, SEK,

PLN and EUR, and to a minor degree USD and

GBP. The DKK-based exposure is considered

low, given the de facto fixed-rate policy that

Denmark maintains against the Euro. The Group

has only minor exposure to currencies other

than those mentioned above.

Foreign currency risk is managed at Group level,

focusing on two distinct areas: business activi-

ties and Group financial assets and liabilities.

BUSINESS ACTIVITIES

There is exchange-rate exposure associated

with settlement assets and settlement obliga-

tions; however, the exposure is limited, as card

transactions are generally executed and settled

in the same currency and in the same time-

frame. Discrepancies in outflow and inflow of

clearing funds result in the Group trading cur-

rencies on an ongoing basis to settle these.

GROUP FINANCIAL ASSETS AND

LIABILITIES

The Group holds assets and liabilities in foreign

currency. The Group has currency relating to

cash at bank which is in different currencies rel-

evant to underlying card-clearing structure. This

and the Group’s own cash are not being hedged.

FOREIGN EXCHANGE SENSITIVITY

ANALYSIS

The Group’s exposure to foreign currency fluc-

tuations is summarised in the following tables.

A probable change in the following currencies

would hypothetically impact the Group’s reve-

nue and operating profit before depreciation and

amortisation for the year as outlined in the fol-

lowing table:

Note 2.4

2024

Exchange rate

EUR per 100

Key currencies NOK SEK DKK PLN

Average 8.61 8.75 13.41 23.23

End of year 8.45 8.71 13.40 23.43

Year-end change (5.1%) (3.4%) (0.1%) (1.6%)

34/78

Nets Denmark A/S Financial statements Section 2

Foreign currency exposure (continued)

Financial comments

A probable change in the following currencies

against the currencies as at the balance sheet

date would have the following hypothetical

impact on profit before tax and the Group’s

equity based on the exposure of balances in for-

eign currency.

2025

EURm

Cash

and cash

equivalents Goodwill

Recei-

vables

Liabilities

Net assets

Probable

change in

currency

Hypothetical

impact on

result before

tax

Hypothetical

impact on

equity

Exposure of balance in

foreign currency

NOK 78.7 389.4 85.3 (161.5) 391.9 10% 7.9 39.2

SEK 9.1 229.0 31.3 (28.0) 241.4 10% 0.9 24.1

PLN 325.8 323.2 173.6 (315.2) 507.4 10% 32.6 50.7

Receivables include settlement assets.

Liabilities include merchant creditors and settlement obligations.

Note 2.4

2024

EURm

Cash

and cash

equivalents Goodwill

Recei-

vables

Liabilities

Net assets

Probable

change in

currency

Hypothetical

impact on

result before

tax

Hypothetical

impact on

equity

Exposure of balance in

foreign currency

NOK 143.0 389.4 455.0 (147.4) 840.0 10% 14.3 84.0

SEK 6.5 229.0 255.2 (33.4) 457.3 10% 0.7 45.7

PLN 379.6 323.2 374.7 (220.4) 857.1 10% 38.0 85.7

35/78

Nets Denmark A/S Financial statements Section 2

Significant accounting policies

FINANCIAL ASSETS

Financial assets are classified, at initial recogni-

tion, as financial assets at fair value through the

income statement, financial assets at amortised

cost, or as derivatives designated as hedging

instruments in an effective hedge, as appropriate.

All financial assets except for trade receivables

are recognised initially at fair value plus, in the

case of financial assets not recorded at fair

value through the income statement, transaction

costs that are directly attributable to the acqui-

sition of the financial asset.

Trade receivables including contract assets that

do not contain a significant financing component

are recognised at the transaction price.

SUBSEQUENT MEASUREMENT

Financial assets at amortised cost

This category is the most relevant to the Group

and applies to trade and other receivables and

clearing-related assets.

Financial assets at amortised cost are subsequently

measured at amortised cost using the effective

interest rate (EIR) method, less impairment.

Interest income arising under the EIR method is

recognised in financial income in the income

statement. Losses arising from impairment are

recognised in the income statement under

external expenses.

FINANCIAL ASSETS AT FAIR VALUE

THROUGH THE INCOME STATEMENT

Listed securities are classified as held for trad-

ing and are measured at fair value through the

income statement.

IMPAIRMENT OF FINANCIAL ASSETS

Disclosures relating to impairment of financial

assets are provided in the following notes:

• Trade and other receivables – Note 3.1.2

• Clearing-related balances – Note 3.2

INVENTORIES

Inventories are measured at cost in accordance

with the FIFO method. Where the expected net

realisable value is lower than cost, inventories

are written down to this lower value.

TRADE AND OTHER PAYABLES

Trade and other payables are initially recog-

nised at fair value. Subsequently, these items

are measured at amortised cost.

TRADE AND OTHER RECEIVABLES

Trade and other receivables are initially recog-

nised at fair value and subsequently measured

at amortised cost, less allowances for doubtful

trade receivables. The allowances are deducted

from the carrying amount of trade receivables

and the amount of the loss is recognised in the

income statement under External expenses.

The Group applies the IFRS 9 simplified approach

to measuring expected credit losses which uses

a lifetime expected loss allowance for all trade

receivables and contract assets.

In this section

..

Inventories 

..

Trade and other receivables 

..

Receivables and liabilities Group enterprises 

..

Trade and other payables 

.

Clearing-related balances 

.

Prepayments 

.

Cash and cash equivalents 

.

Financial risk management 

Working capital

Section 3:

The working capital of the Group

comprises narrow working capital

and clearing-related balances.

Narrow working capital comprises

inventory (primarily terminals, spare

parts, etc.), trade receivables, pay-

later solution, prepayments and

other receivables and trade and

other payables. Management

actively focuses on optimising the

narrow working capital requirements

of the Group’s operations.

Clearing-related balances comprise the

aggregate of settlement assets less the

aggregate of merchant creditors and

settlement obligations, as these bal-

ances tend to offset each other.

However, Management has limited

ability to improve the working capital

of clearing-related balances on a

day-to-day basis, as these are

driven by the volume of transactions

and the time elapsed since the last

clearing of financial issuers/card

schemes, which is why these bal-

ances fluctuate from reporting date

to reporting date. A description of

the components in the clearing-re-

lated balances and the key drivers

behind their respective amounts is

provided in Note 3.2.

Separate credit lines have been

established to cover day-to-day

fluctuations – see Note 5.2.

36/78

Nets Denmark A/S Financial statements Section 3

EURm 2025 2024

Inventories

Finished goods and merchandise 10.9 12.9

Total inventories (gross) 10.9 12.9

Inventory write-downs at year-end (0.7) (0.9)

Total inventories (net) 10.2 12.0

Movements in the inventory write-downs

Inventory write-downs as at 1 January (0.9) (0.6)

Inventory write-downs during the year (0.2) (0.8)

Provisions utilized 0.4 0.5

Inventory write-downs as at 31 December (0.7) (0.9)

Write-downs of inventories to net realisable value amounted to EUR 0.7 million net (2024: EUR 0.9 million) and are

included in cost of sales.

Inventories

Note 3.1.1

RELATED CREDIT RISK

The Group is exposed to credit risks related to

the trade receivables. The base consists of a

large number of customers, both banks and

merchants, spread across multiple industries

and geographical areas, which minimises the

credit risk.

Trade and other receivables (continued)

Trade and other receivables

Note 3.1.2

2024

EURm Current

Less than

3 months

past due

Past

due 3-6

months

Past

due 6-9

months

Past

due 9-12

months

Past due

more than

12 months Total

Expected loss rate 0.1% 0.0% 25% 42% 50% 14%

Trade receivables 98.1 0.2 0.4 1.2 1.4 1.4 102.7

Allowance for doubtful

debts as at

31 December (0.1) (0.0) (0.1) (0.5) (0.7) (0.2) (1.6)

Trade receivables, net 101.1

EURm 2025 2024

Trade receivables

Trade receivables, gross 98.8 102.7

Allowances for doubtful debts (1.4) (1.6)

Trade receivables, net 97.4 101.1

Other receivables 20.3 34.7

Total 117.7 135.8

2025

EURm Current

Less than

3 months

past due

Past

due 3-6

months

Past

due 6-9

months

Past

due 9-12

months

Past due

more than

12 months Total

Expected loss rate 0.0% 1% 12% 12% 42% 9%

Trade receivables 79.4 10.2 1.7 1.7 1.2 4.6 98.8

Allowance for doubtful

debts as at

31 December (0.0) (0.1) (0.2) (0.2) (0.5) (0.4) (1.4)

Trade receivables, net 97.4

37/78

Nets Denmark A/S Financial statements Section 3

EURm 2025 2024

Trade and other payables

Trade payables 58.8 71.0

Other liabilities 161.9 158.2

Total 220.7 229.2

Other liabilities

Employee costs payable 60.0 52.7

Other payables 84.2 91.3

Interest payable 0.1 0.1

VAT and duties payable 17.6 14.1

Total 161.9 158.2

EURm 2025 2024

Receivables from Group enterprises 2.7 21.0

Liabilities to Group enterprises (97.5) (207.8)

Net receivables and liabilities Group enterprises (94.8) (186.8)

Trade and other payables

Receivables and liabilities Group enterprises

Note 3.1.4

Note 3.1.3

EURm 2025 2024

Clearing-related assets

Settlement assets 668.9 754.3

Total 668.9 754.3

Clearing-related liabilities

Merchant creditors 935.8 973.7

Settlement obligations 65.1 194.5

Total 1,000.9 1,168.2

The carrying amount of clearing-related balances is, in general, driven by a combination of card turnover, average

settlement days and timing of settlement.

Settlement assets consist primarily of the

Group’s receivables from the card schemes/net-

works/banks for transactions processed on

behalf of merchants or card issuing banks.

Merchant creditors consist primarily of the

Group’s liability to merchants for transactions

that have been processed but not yet settled.

Certain settlement terms towards merchants

exceed settlement terms towards the remittance

from card scheme/banks, thus creating negative

working capital.

Settlement obligations consist primarily of the

Group’s obligations to the card schemes/net-

works for transactions made by cardholders

who are customers in issuing banks for whom

the Group processes transactions. The settle-

ment assets and settlement obligations are pri-

marily clearing transactions and fees that are

cleared at the beginning of the following month

with card issuers and card acquirers respectively.

Clearing-related balances

Note 3.2

Balances with group enterprises consist of transactions relating to management fees, cash pool and reinvoicing of other

administration expenses.

38/78

Nets Denmark A/S Financial statements Section 3

CREDIT RISK MANAGEMENT

Credit risk refers to the risk that a counterparty

will default on its contractual obligations, result-

ing in financial loss to the Group. The Group has

adopted a policy of dealing with creditworthy

counterparties and obtaining sufficient collat-

eral, where appropriate, as a means of mitigat-

ing the risk of financial loss from defaults.

The Group is exposed to the risk of unpaid mer-

chant service charges where a customer ceases

to trade. To manage this risk, the Group main-

tains credit risk exposure in line with approved

appetite for risk whilst achieving appropriate

risk versus reward performance and ensuring

that customers will be able to meet their obliga-

tions to the Group. In addition, the Group is

exposed to chargebacks that arise where cus-

tomers may not have received the goods or ser-

vices for which they have paid and seek

recompense from the card issuer. Whilst the

financial responsibility for a charge-back lies

with the merchant, in the event that the mer-

chant is no longer in business, the Group has a

liability to re-compensate the card scheme or

the issuing bank.

Nets Group continues the work, to further

strengthen the credit risk exposure including

continued legal review of contracts, renegotia-

tion of merchant credit risk insurance pro-

grammes, improved risk assesment for new

merchants and improved monitoring of existing

merchants.

Clearing-related balances (continued)

EURm 2025 2024

Cash at bank and on hand 599.7 646.0

Cash and cash equivalents as at 31 December 599.7 646.0

Restricted cash included in cash at bank and on hand 0.9 1.0

Cash and cash equivalents

Significant accounting policies

CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise cash at

bank and on hand and short-term highly liquid

investments that are readily convertible to

known amounts of cash and therefore subject to

insignificant risk of change in value.

The credit rating of the banks to which the

Group has the largest exposure is monitored on

a continuous basis. The Group has entered into

cash pool arrangements covering all Group enti-

ties.

Note 3.2 Note 3.4

EURm 2025 2024

Cash and cash equivalants as at 31 December, net 599.7 646.0

Clearing-related assets as at 31 December 668.9 754.3

Clearing-related liabilities as at 31 December (1,000.9) (1,168.2)

Own cash as at 31 December 267.7 232.1

EURm 2025 2024

Prepayments

Prepaid software licenses 23.4 17.4

Prepaid salary related costs 20.3 20.5

Other prepaid expenses 32.0 34.4

Total 75.7 72.3

Prepayments

Note 3.3

39/78

Nets Denmark A/S Financial statements Section 3

The maturity analysis is based on undiscounted cash flows, including estimated interest. Interest is included based on current rates.

A more detailed maturity analysis of the Group loans is disclosed in Note 5.2.

Financial risk management

Financial comments

LIQUIDITY AND FINANCING RISK

MANAGEMENT

Liquidity management is executed on an ongoing

daily basis, ensuring availability of required liquidity

of the Group by appropriate cash management, and

maintaining adequate liquidity reserves at any time

through a combination of readily available cash,

liquid investment portfolios and uncommitted as

well as committed credit facilities.

The Group has established cash pooling arrange-

ments to ensure cost-efficient and secure cash

management. The Group continuously monitors

actual and future cash flows to match the maturity

profiles of financial assets and liabilities.

A part of the Group’s liquidity position relates to

its settlement activities (settlement cash). The

Group ensures that it has sufficient liquidity at any

time to meet its settlement payment obligations as

they fall due. This is achieved by holding significant

cash balances and maintaining sufficient credit lines.

Settlement cash

The Group’s acquiring business has a short-term

settlement cycle where card schemes (predomi-

nantly Visa/Mastercard) remit cash and the Group

pays merchants from these remittances.

The settlement activities can result in a signifi-

cant increase in cash balances or a significant

decrease in cash balances. Liquidity is needed

only when merchants are remitted prior to funds

being received; however, the settlements are

normally performed within a few days.

The Group’s issuing business also has a short-

term settlement cycle where the network (local

banks) remits cash and the Group pays the card

acquirer or card schemes. The settlements can

result in a significant increase in cash balances or

a significant decrease in cash balances. Liquidity

risks occur when card acquirers are paid prior to

funds being received from the network (local

banks); however, settlements are normally per-

formed within a few days.

MATURITY ANALYSIS

The following table details the Group’s remain-

ing contractual maturity for its non- derivative

financial assets and liabilities, with agreed pay-

ment periods:

Note 3.5

2025 2024

EURm Note Current Non- current Total Current Non- current Total

Trade and other receivables including contract assets 117.7 - 117.7 135.8 - 135.8

Clearing-related assets 668.9 - 668.9 754.3 - 754.3

Total financial assets at the end of the year by maturity 786.6 0.0 786.6 890.1 0.0 890.1

Borrowings 5.2 - - - 7.6 606.4 614.0

Trade and other payables including contract liabilities 223.8 - 223.8 231.2 4.1 235.3

Merchant creditors 3.2 935.8 - 935.8 973.7 - 973.7

Clearing-related obligations 3.2 65.1 - 65.1 194.5 - 194.5

Other liabilities - 55.5 55.5 - 50.0 50.0

Lease liabilities 5.3 16.9 51.1 68.0 17.1 47.0 64.1

Total financial liabilities at the end of the year by maturity 1,241.6 106.6 1,348.2 1,424.1 707.5 2,131.6

40/78

Nets Denmark A/S Financial statements Section 3

This section includes disclosure infor-

mation related to how the Group exe-

cuted its growth strategy related to:

- Expansion of geographical and service

offering footprint through acquisitions

- Development of innovative product

and service offerings

STRATEGIC ACQUISITIONS

The Group is actively committed to

renewing and supplementing the port-

folio of services offered and to

strengthening our geographical foot-

print.

This section provides information on the

consideration paid by the Group for

acquiring these entities and shows how

these businesses have impacted the

Group’s balance sheet at their respec-

tive acquisition dates, including details

on goodwill and other intangible assets

acquired.

INVESTMENTS IN

DEVELOPMENT PROJECTS

At Nets, we see easier payments as the

foundation for growth and progress –

both in commerce and in society. The

Group continuously innovates to bring

to market products and services rele-

vant to our focus areas in new payment

certificates, analytics and authentica-

tion.

This section includes financial informa-

tion related to expenditure on develop-

ment projects.

Strategic investments

and divestments

Section 4:

In this section

.

Intangible assets 

.

Plant and equipment 

.

Impairment tests 

.

Investment in associates 

.

Discontinued operations 

41/78

Nets Denmark A/S Financial statements Section 4

Intangible assets

Significant accounting policies

GOODWILL

Goodwill arising from an acquisition of a busi-

ness is carried at cost as established at the date

of acquisition of the business less accumulated

impairment losses, if any. Goodwill is not amor-

tised. The carrying amount of goodwill is tested

annually and if events or changes in circum-

stances indicate impairment.

CUSTOMER AGREEMENTS AND RIGHTS

Customer agreements and rights are carried at

historical cost less accumulated amortisation

and any impairment loss. Amortisation is calcu-

lated using the straight-line method to allocate

the cost over estimated useful life, which does

not exceed:

• Customer agreements 3–15 years

• Rights 3–10 years.

SOFTWARE

Capitalised software is amortised over the esti-

mated useful lives of 3–25 years.

DEVELOPMENT PROJECTS IN

PROGRESS

Development costs that are directly attributable to

the design and testing of identifiable and unique

projects, including software products controlled

by the Group, are recognised as intangible assets

when the following criteria are met:

• It is technically feasible to complete the

asset so that it will be available for use

• Management intends to complete the asset

and there is an ability to use or sell it

• The asset will generate probable future eco-

nomic benefits

• Expenditure attributable to the asset during

its development can be reliably measured.

Costs associated with maintaining the assets are

recognised as an expense as and when incurred.

Directly attributable costs that are capitalised as

part of the assets include employee costs.

Development projects in progress are tested for

impairment at least annually.

Key accounting estimates and judgements

CUSTOMER AGREEMENTS

The useful life of customer agreements is deter-

mined based on periodic assessments of cus-

tomer churn or actual useful life and the

intended use for those assets. Such studies are

completed or updated when new events occur

that have the potential to impact the determina-

tion of the useful life of the asset, i.e. when

events or circumstances occur that indicate the

carrying amount of the asset may not be recov-

erable and should therefore be tested for

impairment.

SOFTWARE

The useful life of software is determined based

on periodic assessments of actual useful life

and the intended use for those assets. Such

studies are completed or updated when new

events occur that have the potential to impact

the determination of the useful life of the asset,

i.e. when events or circumstances occur that

indicate the carrying amount of the asset may

not be recoverable and should therefore be

tested for impairment.

DEVELOPMENT PROJECTS IN

PROGRESS

For development projects in progress, Manage-

ment estimates whether each project is likely to

generate future economic benefits for the Group

in order to qualify for recognition. The develop-

ment projects are evaluated on technical as well

as commercial criteria.

Note 4.1

42/78

Nets Denmark A/S Financial statements Section 4

Intangible assets (continued)

2025

Other intangible assets

EURm Goodwill

Customer

agree-

ments Software

Devel-

opment

projects

in progress

Other

intangible

assets

Total

intangible

assets

Accumulated cost as at

1 January 1,659.4 409.8 975.1 172.1 1,557.0 3,216.4

Additions 0.0 - 36.7 72.0 108.7 108.7

Transfer between asset groups 0.0 - 57.3 (57.3) 0.0 0.0

Currency translation

adjustment 12.2 1.8 2.1 (0.4) 3.5 15.7

Accumulated cost as at

31 December 1,671.6 411.6 1,071.2 186.4 1,669.2 3,340.8

Accumulated amortisation and

write-downs for impairment

as at 1 January 0.0 (352.1) (705.5) - (1,057.6) (1,057.6)

Amortisation

0.0 (25.4) (116.2) - (141.6) (141.6)

Currency translation adjustment 0.0 (1.4) 0.7 - (0.7) (0.7)

Accumulated amortisation and

write-downs for impairment

as at 31 December 0.0 (378.9) (821.0) 0.0 (1,199.9) (1,199.9)

Carrying amount as at

31 December 1,671.6 32.7 250.2 186.4 469.3 2,140.9

2024

Other intangible assets

EURm Goodwill

Customer

agree-

ments Software

Devel-

opment

projects

in progress

Other

intangible

assets

Total

intangible

assets

Accumulated cost as at 1

January 1,720.6 427.2 847.0 196.9 1,471.1 3,191.7

Correction of material error 0.0 (15.6) - - (15.6) (15.6)

Restated accumulated cost as

at 1 January 1,720.6 411.6 847.0 196.9 1,455.5 3,176.1

Adjustment to opening (61.6) - - - 0.0 (61.6)

Additions 0.0 - 5.1 103.4 108.5 108.5

Transfer between asset groups 0.0 - 124.6 (124.6) 0.0 0.0

Assets disposed of 0.0 (3.3) (1.6) - (4.9) (4.9)

Currency translation

adjustment 0.4 1.5 - (3.6) (2.1) (1.7)

Accumulated cost as at

31 December 1,659.4 409.8 975.1 172.1 1,557.0 3,216.4

Accumulated amortisation and

write-downs for impairment

as at 1 January (61.6) (321.4) (631.0) - (952.4) (1,014.0)

Correction of material error 0.0 (7.3) 46.7 - 39.4 39.4

Restated accumulated amorti-

sation and write-downs for

impairment as at 1 January (61.6) (328.7) (584.3) 0.0 (913.0) (974.6)

Adjustment to opening 61.6 - - - 0.0 61.6

Amortisation

0.0 (26.2) (116.5) - (142.7) (142.7)

Assets disposed of

0.0 3.3 - - 3.3 3.3

Currency translation adjustment 0.0 (0.5) (4.7) (5.2) (5.2)

Accumulated amortisation and

write-downs for impairment

as at 31 December 0.0 (352.1) (705.5) 0.0 (1,057.6) (1,057.6)

Carrying amount as at

31 December 1,659.4 57.7 269.6 172.1 499.4 2,158.8

Note 4.1

43/78

Nets Denmark A/S Financial statements Section 4

2025 2024

EURm

Leasehold

improve-

ments Terminals Equipment Total

Leasehold

improve-

ments Terminals Equipment Total

Accumulated cost as at 1 January 17.1 61.7 169.3 248.1 16.9 64.1 160.1 241.1

Additions 0.2 14.7 18.1 33.0 1.1 11.6 15.4 28.1

Assets disposed of - (13.7) (1.3) (15.0) - (14.0) (4.0) (18.0)

Currency translation adjustment - 1.3 1.1 2.4 (0.9) - (2.2) (3.1)

Accumulated cost as at 31 December 17.3 64.0 187.2 268.5 17.1 61.7 169.3 248.1

Accumulated depreciation and write-downs for

impairment as at 1 January (8.9) (23.1) (99.3) (131.3) (7.5) (23.4) (81.9) (112.8)

Depreciation (2.0) (18.8) (26.0) (46.8) (2.0) (17.5) (26.5) (46.0)

Assets disposed of - 11.0 1.3 12.3 - 17.7 5.4 23.1

Currency translation adjustment - (1.8) 3.8 2.0 0.6 0.1 3.7 4.4

Accumulated depreciation and write-downs for

impairment as at 31 December (10.9) (32.7) (120.2) (163.8) (8.9) (23.1) (99.3) (131.3)

Carrying amount as at 31 December 6.4 31.3 67.0 104.7 8.2 38.6 70.0 116.8

Terminals are leased by the Group to third-party merchants under operating leases. These operating leases are under various agreements which terminate between 2026 to 2030. The agreements include an extension option.

Plant and equipment

Significant accounting policies

PLANT AND EQUIPMENT

Plant and equipment are stated at their pur-

chase price, including incremental expenses on

acquisition less accumulated depreciation and

any recognised impairment loss.

Depreciation is provided on a straight-line basis

over the expected useful economic life of the

assets concerned.

Note 4.2

The estimated useful life for this purpose is:

• Leasehold improvements: 10 years

• Terminals: 3-5 years

• Plant and machinery: 2–12 years

The useful life of plant and equipment is deter-

mined based on periodic assessments of actual

useful life and the intended use for those assets.

44/78

Nets Denmark A/S Financial statements Section 4

Impairment tests

Significant accounting policies

For the purposes of impairment testing, goodwill

is allocated to each of the Group’s cash-gener-

ating units that are expected to benefit from the

synergies of the combination.

A cash-generating unit to which goodwill has

been allocated is tested for impairment annu-

ally, or more frequently if there is any indication

that the unit may be impaired.

A cash-generating unit is the smallest identifia-

ble group of assets that generates cash inflows

that are largely independent of the cash inflows

from other assets or groups of assets. When

determining a cash-generating unit, various fac-

tors have to be considered, including how Man-

agement monitors the operations and makes

decisions.

If the recoverable amount of the cash-generat-

ing unit is less than it’s carrying amount, the

impairment loss is allocated first to reduce the

carrying amount of any goodwill allocated to

the unit and then to the other assets of the unit

pro rata based on the carrying amount of each

asset in the unit.

Any impairment loss for goodwill is recognised

directly in the income statement and cannot be

reversed in subsequent periods.

On disposal of the relevant cash-generating

unit, the attributable amount of goodwill is

included in the determination of the gain or loss

on disposal.

IMPAIRMENT OF OTHER INTANGIBLE

ASSETS AND PLANT AND EQUIPMENT

At each reporting date, the Group assesses

whether there is any indication that its other

intangible assets or plant and equipment are

impaired. If any such indication exists, the Group

estimates the recoverable amount of the asset

and the impairment loss (if any). If an asset does

not generate cash flows that are independent

from those of other assets or groups of assets,

the recoverable amount is determined for the

cash-generating unit to which the asset belongs.

The recoverable amount of an asset is the

higher of its fair value less cost to sell and its

value in use. If the recoverable amount of an

intangible asset or plant and equipment is less

than its carrying value, an impairment loss is

recognised immediately in the consolidated

income statement.

A reversal of an impairment loss on other intan-

gible assets or plant and equipment is recog-

nised as and when it arises only to the extent

that the carrying amount does not exceed the

recoverable amount (adjusted for depreciation

and amortisation), had no impairment loss been

recognised.

Note 4.3

EURm 2025 2024

Cash-generating unit

Merchant Solutions 1,350.6 1,340.7

Issuing Solutions 321.0 318.7

Total 1,671.6 1,659.4

The carrying amount of goodwill allocated to cash-generating units is as follows:

Key accounting estimates and judgements

Recoverable amount of goodwill and

capitalised development projects

The assessment of whether goodwill and/or

capitalised developments projects are subject to

impairment requires significant Management

judgement in determining various assumptions,

such as cash-flow projections, discount rate and

terminal growth rates. Further, the use of differ-

ent estimates or assumptions when determining

the fair value of such assets may result in differ-

ent values and could result in impairment

charges in future periods.

The recoverable amount recognised is deter-

mined based on value in use calculations, which

use cash flow projections covering a five-year

period incorporating the assumptions used in

financial budgets, including expected impact

from changes in the business models, approved

by Management.

Management has at year-end assessed that the

development in key assumptions that could

impact the valuation of goodwill and other

intangibles, including capital expenditures,

underlying growth, and discount factor, in gen-

eral does not indicate any impairment.

Key factors that could trigger an impairment

test are the expected revenue streams and the

rate used to discount the cash flow, including

the following:

• New technology changing the way we cur-

rently handle payments

• Macro economy down-scaling

• Regulatory matters.

As value in use for Merchant Solutions’ and

Issuing Solutions’ cash-generating units is

greater than it’s carrying amount, no impairment

has been identified.

45/78

Nets Denmark A/S Financial statements Section 4

Impairment tests (continued)

Note 4.3

Impairment test of goodwill

The carrying amount of goodwill is tested for

impairment annually and if events or changes in

circumstances indicate impairment. Goodwill

does not generate largely independent cash

inflows on its own and is therefore allocated to

the level on which Management monitors the

operation and makes decisions. This means that

the cash-generating units are similar to the

business areas used in the internal reporting.

The tests were carried out towards the end of

2025 and did not result in any impairment

losses recognised.

The recoverable amount of goodwill recognised

is determined based on value in use calcula-

tions, which use cash flow projections covering

a five-year period incorporating the assump-

tions used in financial budgets, including

expected impact from changes in business mod-

els, approved by Management.

Cash flows beyond the five-year budget period

have been extrapolated using a steady 2.0% per

annum growth rate. Management believes that

the growth rates are reasonable based on the

services/products being developed, the contin-

ued digital conversion of cash, and any reasona-

bly possible change in the key assumptions on

which the recoverable amount is based would

not cause the carrying amount to exceed its

recoverable amount. Key growth drivers per

business are described below.

In 2025, discount rates used for impairment cal-

culations post-tax were 6.1% for Merchant Solu-

tions and 6.1% for Issuing Solutions for

reflecting the business and related risk. Dis-

count rates have been updated compared to last

year to reflect the newest external input. Key

factors that could trigger an impairment test

include the following:

• New technology changing the way we cur-

rently handle payments

• Macro economy down-scaling

• Regulatory matters.

The calculation of value in use is based on a

number of assumptions containing significant

estimations. To ensure that substantial changes

in the assumptions will not affect the recovera-

ble amount in such way that an impairment is

required a sensitivity analysis by segment has

been prepared. For both the MS and IS seg-

ments analysis showed the recoverable amount

being considerably higher than the carrying val-

ues, and a reasonable decrease in terminal

growth of 1.0% will not result in impairment of

goodwill. Further, for both the MS and IS seg-

ments an increase in WACC of 1.0% will also not

result in impairment of goodwill.

The sensitivity analysis was performed on the

terminal growth rate and the WACC, as these

are significant inputs in the calculation of the

recoverable amount. The analysis showed the

recoverable amount being considerably higher

than the carrying values for both business units.

The analysis did not indicate any impairment

needs.

MERCHANT SOLUTIONS

Merchant Solutions consists of goodwill recog-

nised as part of the purchase of the Nets Group

to private equity funds in 2014 and 2018, and

from acquisition of activities the following years

in Sweden (Payzone, DIBS Payment Services

and Kortaccept Nordic), Poland (DotCard, Pay-

Pro, PeP and Team4U), Denmark (Storebox) and

Finland (Paytrail, Checkout and PoplaTek).

Goodwill has been evaluated at aggregated

level as Merchant Solutions is considered as

one CGU. Entities are not evaluated separately,

as value-added processes are generated across

the Group, including synergies from combining

operations, economies of scale and future

growth potential.

ISSUING SOLUTIONS

Issuing Solutions consists of goodwill recog-

nised as part of the purchase of the Nets Group

to private equity funds in 2014 and 2018. Good-

will has been evaluated at aggregated level as

Issuing Solutions is considered as one CGU.

Entities are not evaluated separately, as val-

ue-added processes are generated across the

Group, including synergies from combining

operations, economies of scale and future

growth potential.

46/78

Nets Denmark A/S Financial statements Section 4

2025

2024

Nets’ share Nets’ share

EURm Share Currency Revenue

Result

for the

year

Net

assets Equity

Result

for the

year Share Currency Revenue

Result

for the

year

Net

assets Equity

Result

for the

year

Company name

e-Boks Group A/S, Denmark - - - - - - - 50% DKK 24.8 (2.3) 26.5 9.4 1.5

QRTAG Sp. z o.o., Poland 45% PLN 0.4 (0.1) 0.8 0.3 (0.1) 45% PLN 0.2 (0.1) 0.9 0.3 (0.1)

Total 0.4 (0.1) 0.8 0.3 (0.1) 25.0 (2.4) 27.4 9.7 1.4

The figures in the table above refer to the latest approved financial statements.

EURm 2025 2024

Investment in associates

Accumulated cost as at 1 January 33.1 33.1

Disposals during the year (31.9) -

Accumulated cost as at 31 December 1.2 33.1

Revaluation as at 1 January (12.9) (11.1)

Share of result after tax - 1.6

Impairment of an associate (0.7) (3.4)

Disposals during the year 13.6 -

Currency translation adjustment 0.2 -

Revaluation as at 31 December 0.2 (12.9)

Carrying amount as at 31 December 1.4 20.2

In July 2025, the Group sold the shares in e-Boks Group A/S to CataCap.

Investment in associates

Significant accounting policies

An associate is an entity over which the Group

has significant influence. Investments in associ-

ates are recognised under the equity method.

Investments in associates are recognised in the

balance sheet at the proportional share of the

entity’s equity value calculated in accordance

with Group accounting policies.

Associates with negative equity value are meas-

ured at zero, and any receivables from these

enterprises are written down, if required, based

on an individual assessment. If a legal or con-

structive obligation exists to cover the associ-

ate’s negative balance, a liability is recognised.

The income statement reflects the Group’s share

of the results of operations of the associate.

Any change in other comprehensive income of

the associate is presented as part of the Group’s

other comprehensive income. In addition, when

a change has been recognised directly in the

equity of the associate, the Group recognises its

share of any changes, when applicable, in the

statement of changes in equity.

The proportionate share of the net profit/loss in

associates after tax and elimination of the pro-

portionate share of intra-group gains/losses is

recognised in the Group’s consolidated income

statement.

Note 4.4

47/78

Nets Denmark A/S Financial statements Section 4

Discontinued operations

Significant accounting policies

Divestment of activities which can be clearly

distinguished, operationally and for financial

reporting purposes from the other business and

is expected to be carried out within twelve

months in accordance with a formal plan is

reported as discontinuing operations. The result

after tax from discontinuing operations is pre-

sented in a separate line item in the income

statement with comparative figures and is spec-

ified in this note.

Net cash from discontinuing operations is also

presented in the note with comparative figures.

In November 2023 Nets announced an agree-

ment with French IN Groupe to acquire its eID

business. IN Groupe, a global leader in trust-

worthy digital services, is the ideal owner and

future operator of Nets’ e-ID-solutions.

IN Groupe have demonstrated a willingness

and understanding to live up to the same high

standards we have applied over the last decade

and acknowledge and accept the sensitive

nature of our products. On 31 October 2024 the

transaction was completed upon fulfilment of

all customary closing conditions and approval

from the Danish government on the suitability

and capabilities of IN Groupe as their continued

eID solution provider.

The note discloses the impact the sale of the

eID business would have on the Nets Denmark

A/S result in 2024 in case the eID business had

not been a part of the consolidated numbers.

Note 4.5

EURm 2025 2024

Result from discontinuing operations

Revenue, gross - 50.6

Revenue, net of interchange fees and processing fees 0.0 50.6

Cost of sales - (7.8)

External expenses - (29.5)

Personnel expenses - (8.5)

Operating result before depreciation and amortisation (EBITDA) 0.0 4.8

Underlying depreciation and amortisation - (0.4)

Operating result (EBITA) 0.0 4.4

Gain on sale of subsidiary - (21.0)

Financial income and expences - 0.2

Result before tax 0.0 (16.4)

Income taxes - (1.9)

Result from discontinuing operations 0.0 (18.3)

EURm 2025 2024

Net cash from discontinuing operations

Net cash from operating activities* - 4.4

Total 0.0 4.4

* Net cash from operating activities does not include a share of the Groups tax payments.

48/78

Nets Denmark A/S Financial statements Section 4

Significant accounting policies

EQUITY

Dividends

Dividends expected to be distributed for the

year are recognised under a separate item in

equity. Dividends and interim dividends are rec-

ognised as a liability at the time of adoption by

the Annual General Meeting and the meeting of

the Board of Directors, respectively.

Foreign currency translation reserve

Foreign currency translation reserve comprises

exchange rate differences arising from transla-

tion of the functional currency of foreign enter-

prises’ financial information into Euro.

Translation adjustments are recognised in the

consolidated income statements when the net

investment is realised.

Financial comments

CAPITAL MANAGEMENT

The Group manages its capital base to ensure

entities in the Group are able to continue as a

going concern, and seeks to maximise the return

to shareholders through adequate share of debt

and equity on its balance sheet.

Within the Group, certain subsidiaries and

branches are registered as payment institutions

in Denmark (Nets Denmark A/S), in Finland

(Nets Denmark A/S, Finnish Branch, and Paytrail

Oyj) and in Poland (PayPro S.A., Polskie ePlat-

nosci Sp. z o.o., and BillBird S.A.). Therefore,

such subsidiaries and branches are subject to

minimum capital requirements imposed by local

authorities.

Share capital

Note 5.1

Funding and

capital structure

Section 5:

This section includes disclosure information related

to the equity and borrowings of the Group. In addi-

tion, the section includes financial risk management

information related to the borrowings in the form of

interest rate and funding risk.

In this section

. Share capital 

.

Borrowings and related risks 

.

Leases 

.

Net financials 

.

Interest risk management 

.

Other liabilities 

.

Commitments, contingencies and collaterals 

49/78

Nets Denmark A/S Financial statements Section 5

Share capital (continued)

Note 5.1

Borrowings and related risks

Significant accounting policies

Financial Liabilities

All financial liabilities are recognised initially at

fair value and, in the case of loans and borrow-

ings and payables, net of directly attributable

transaction costs.

The Group’s financial liabilities include trade and

other payables, clearing-related liabilities, loans

and borrowings including bank overdrafts and

financial guarantee contracts.

Loans and borrowings

This is the category most relevant to the Group.

After initial recognition, interest-bearing loans

and borrowings are subsequently measured at

amortised cost using the effective interest rate

(“EIR”) method. Gains and losses are recognised

in the income statement when the liabilities are

derecognised as well as through the EIR amorti-

sation process. This category generally applies

to interest bearing loans and borrowings.

Derecognition

A financial liability is derecognised when the

obligation under the liability is discharged or

cancelled or expires. When an existing financial

liability is replaced by another from the same

lender on substantially different terms, or the

terms of an existing liability are substantially

modified, such an exchange or modification is

treated as the derecognition of the original

liability and the recognition of a new liability.

The difference in the respective carrying

amounts is recognised in the income statement.

Derivative financial instruments and hedge

accounting

Realised fair value gains and losses deriving

from terminated derivative financial instruments

are recognised in the income statement as

financial items.

LOANS FROM PARENT COMPANY

The intra-group loans from Nets Holdco 1 ApS

have in 2025 been debt waived and the total

loans to intra-group is EUR 0 million as of 31

December 2025.

CLEARING WORKING CAPITAL

FACILITIES

In addition to the intra-group loans, the Group

has separate credit lines available for clearing

working capital purposes - EUR 79 million on a

committed basis. In addition, a EUR 75 million

money market line is available on an uncommit-

ted basis. On 31 December 2025, the overdraft

facilities for clearing working capital were drawn

by EUR 0 million (2024: EUR 1.3 million), leaving

EUR 79 million undrawn (2024: EUR 76.7 million

undrawn). In addition, the Group has uncommit-

ted intra-day facilities available at relationship

banks for net EUR 806 million.

Note 5.2

2025 2024

Number of

('000)

Nominal

value

(EURm)

Number of

('000)

Nominal

value

(EURm)

Share capital

Share capital as at 1 January 264.455 35.5 264.453 35.5

Additions - - 2 -

Share capital as at 31 December 264.455 35.5 264.455 35.5

The share capital of Nets Denmark A/S was established on 12 February 1997. During 2024 the share capital was

increased by DKK 1,896 to a total of DKK 264,455,000.

The share capital now consists of 264,455,000 shares each with a nominal value of DKK 1, giving a total share

capital of DKK 264,455,000.

50/78

Nets Denmark A/S Financial statements Section 5

2025 2024

Interest rate

EURm Nominal Effective

Year of

maturity Currency

Available

facility

Carrying

amount

Carrying

amount

Term and maturity of the Group's interest-bearing loans and borrowing

Credit facility WIBOR O/N+1.65% 5.30% 2026 PLN 4.7 - 1.3

IC Loan 1 (EUR) - Holdco 1 ApS 2.92% 2.92% 2025 EUR - - 105.9

IC Loan 2 (EUR) - Holdco 1 ApS 2.92% 2.92% 2025 EUR - - 274.9

IC Loan 3 (EUR) - Holdco 1 ApS 6.66% 6.70% 2025 EUR - - 221.2

Total long term borrowings (non-current liabilities) 0.0 603.3

Overdraft facility (clearing-related balances) N-BOR+0.325% 2026 Multi 50.0 - -

Overdraft facility (clearing-related balances) WIBOR 3M+2.5% 2026 PLN 24.0 - -

Money market (clearing-related balances) N-BOR+1.25% 2026 Multi 75.0 - -

Total short term borrowings (current liabilites) - Included in own cash calculation 0.0 0.0

Total loans and borrowings 0.0 603.3

Borrowings and related risks (continued)

Note 5.2

EURm 2025 2024

Changes in total loans and Borrowings

Total loans and borrowings, as at 1 January 603.3 640.7

Repayment of shareholder and intercompany loans - (219.6)

Proceeds from shareholder loans - 221.2

Repayment of borrowings (1.3) (54.0)

Conversion of debt to equity (632.0) 1.3

Capitalized interests 30.0 13.7

Total loans and borrowings as at 31 December 0.0 603.3

51/78

Nets Denmark A/S Financial statements Section 5

2024

EURm

Carrying

amounts

Contractual

cash flow <1 year 1-2 years 3-4 years > 5 years

Maturity

Credit facility 1.3 1.3 - 1.3 - -

Loan from Group enterprises 602.0 612.7 - 612.7 - -

Total 603.3 614.0 0.0 614.0 0.0 0.0

The maturity analysis is based on undiscounted cash flows, including estimated interest. Interest is included based on

current rates.

EURm 2025 2024

Net interest-bearing debt

Total long term borrowings exclusive of lease liabilities

(non-current liabilities) - 603.3

Own cash (267.7) (232.1)

Net interest-bearing debt (267.7) 371.2

2025

EURm Property Equipment Total

Lease assets

Lease assets as at 1 January 2025 44.8 6.2 51.0

Additions 2.2 6.5 8.7

Depreciation (10.2) (3.8) (14.0)

Remeasurement of leases (3.2) (1.6) (4.8)

Total lease assets as at 31 December 2025 33.6 7.3 40.9

Borrowings and related risks (continued) Leases

The Group has entered into a number of lease

agreements related to equipment. The leasing

period is 3–12 years and none of the agree-

ments include conditional payments. Some of

the agreements give the Group an option to pur-

chase the assets at a price lower than or equal

to the assets’ expected fair value at the date the

option becomes exercisable, while others give

the Group an option to extend or renew the

agreement.

Note 5.2 Note 5.3

2024

EURm Property Equipment Total

Lease assets

Lease assets as at 1 January 2024 48.9 7.8 56.7

Additions 4.4 1.4 5.8

Depreciation (8.5) (5.0) (13.5)

Remeasurement of leases - 2.0 2.0

Total lease assets as at 31 December 2024 44.8 6.2 51.0

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Nets Denmark A/S Financial statements Section 5

EURm 2025 2024

Lease liabilities

Commitments in relation to lease liabilities are payable as follows:

Less than 1 year 16.9 17.1

1-5 years 48.5 41.2

More than 5 years 2.6 5.8

Minimum lease payments 68.0 64.1

Future finance charges (18.6) (16.8)

Recognised as a liability 49.4 47.3

The present value of the lease liabilies is as follows:

Less than 1 year 14.2 8.9

1-5 years 33.3 33.4

More than 5 years 1.9 5.0

Minimum lease payments 49.4 47.3

EURm 2025 2024

Lease, Other disclosures

Interest expenses, lease liabilities (2.1) (1.7)

Total Cash outflow (20.1) (18.5)

Leases (continued)

Note 5.4

EURm 2025 2024

Financial income

Net foreign exchange gains - 49.7

Interest income 0.5 -

Total financial income, exclusive of refinancing costs 0.5 49.7

Financial expenses

Interest expense - (1.9)

Interest expense to Parent Company (14.0) (8.0)

Interest expense lease liabilities (2.1) (1.7)

Net foreign exchange loss (29.2) (0.2)

Amortisation of transaction costs - (0.1)

Other income and fees etc. (3.8) (3.4)

Total financial expenses, exclusive of refinancing costs (49.1) (15.3)

Financial income and expenses, net (48.6) 34.4

Net financials

Significant accounting policies

FINANCIAL ITEMS

Financial income and expenses comprise inter-

est income and expenses, realised and unreal-

ised gains, and dividends, losses on transactions

denominated in foreign currencies, amortisation

of loan costs and securities and subsequent

changes to contingent acquisition costs.

Note 5.3

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Nets Denmark A/S Financial statements Section 5

Commitments, contingencies and collaterals

Other liabilities

CONTINGENCIES

The Group is party in a number of pending

lawsuits and disputes. In Management's opinion,

apart from the receivables and payables recog-

nized in the balance sheet at 31 December 2025,

the outcome of these lawsuits and disputes will

not further affect the Company's financial posi-

tion, operating profit or cash flow.

ments based on Management best view on key

input to estimate the discounted future cashflow

obligations.

COMMITMENTS

The Group has entered into a number of long-

term service agreements.

GUARANTEES

Beneficiaries Mastercard Europe SPRL for

EUR 15.5 million.

Other liabilities consist primarily of deferred

considerations of EUR 50 million. Liabilities has

been measured in accordance with the earn-

outs/put-options clauses in the various agree-

Note 5.7

Note 5.6

Interest risk management

The Group has no interest-bearing financial lia-

bilities in 2025 (2024: EUR 1.3 million) and holds

only cash and cash equivalents that earn varia-

ble interest based on the cash balance of EUR

599.7 million (2024: EUR 646.0 million).

As such the Group is only exposed to interest

rate risk on cash balances where the risk

related to changes in interest is considered low.

Note 5.5

54/78

Nets Denmark A/S Financial statements Section 5

Significant accounting policies

INCOME TAXES

Tax for the year comprises current income tax,

change in deferred tax and adjustments from

prior years. Tax is recognised in the income

statement except to the extent that it relates to

items recognised in other comprehensive

income or equity.

The tax rates and tax laws used to compute the

amount are those that are enacted, or substan-

tively enacted, as at the reporting date in the

countries where the Group operates and gener-

ates taxable income. Deferred tax arises due to

temporary differences between the carrying

amount in the consolidated financial statements

and the tax base of assets and liabilities as at

the balance sheet date. Deferred tax is not rec-

ognised for temporary differences arising on the

initial recognition of goodwill and other items

where amortisation for tax purposes is disal-

lowed.

Deferred tax assets are recognised if they can

be offset against deferred tax in other consoli-

dated enterprises or if it is probable that they

can be utilised in future earnings.

Deferred tax is measured on the basis of the tax

rules and tax rates in the respective countries

that will be effective under the legislation as at

the balance sheet date when the deferred tax is

expected to be realised or the liability settled.

Changes in deferred tax as a result of changes

in tax rates are recognised in the consolidated

income statements except for the effect of items

recognised directly in Other comprehensive

income.

Deferred tax assets and liabilities are offset in

the Consolidated statement of financial position

if the Group has a legally enforceable right to

offset and the deferred tax assets and liabilities

relate to the same legal tax entity.

The companies in the Group are taxed under the

on-account tax scheme. Interest/refunds relat-

ing to the tax payment are included in interest

income and expense and similar items.

Income and deferred income taxes

Note 6.1

Tax and Governance

This section includes disclosures that relate to the

Group’s Tax and Governance policies.

Section 6:

In this section

.

Income and deferred income taxes 

.

Related party transactions 

.

Share-based payment 

.

Fee to statutory auditors 

55/78

Nets Denmark A/S Financial statements Section 6

EURm 2025 2024

Income taxes expensed

Current tax on result for the year (26.3) (28.4)

Deferred tax on result for the year 4.0 30.8

Adjustments related to previous years – current tax 9.0 (21.9)

Income taxes in the Income statement (13.3) (19.5)

EURm 2025 2024

Income taxes paid

Income taxes paid in Denmark - 0.1

Income taxes paid outside Denmark 25.0 17.3

Total income taxes paid 25.0 17.4

Income tax payment for Denmark follows the administration entity, Nets Holdco 1 ApS.

Income and deferred income taxes (continued)

Key accounting estimates and judgements

DEFERRED TAX ASSETS

The Group recognizes deferred tax assets includ-

ing the expected tax value of tax loss carry-for-

ward if Management assesses that these tax

assets can be offset against positive taxable

income in the near future. This judgement is

made annually and is based on budgets and

business plans for coming years, including

planned commercial initiatives.

As of 31 December 2025, the carrying amount of

the deferred tax assets was EUR 67.6 million

(2024: 67.2 million) and unrecognized tax losses

amounted to EUR 0.3 million (2024: EUR 0 mil-

lion).

As of 31 December 2025, the carrying amount of

the current tax liabilities was EUR 3.4 million

(2024: 15.5 million).

EURm 2025 2024

Result before tax 63.0 72.8

Income tax expense calculated at domestic tax rate (13.9) (16.0)

Deviation in foreign subsidiaries' tax rates compared with Danish tax rate 7.4 2.1

Permanent differences

(2.6) 13.2

Not recognised tax losses utilised or capitalised 0.3 0.1

Currency translation adjustment - (1.5)

Other income taxes (4.5) (17.4)

Income tax expense recognised in the income statement (13.3) (19.5)

Permanent differences mainly include non-deductible M&A expenses, and non-deductible financial expenses in

Denmark and Norway.

EURm 2025 2024

Computation of effective tax rate percentage

Statutory corporate income tax rate in Denmark 22.0% 22.0%

Deviation in foreign subsidiaries' tax rates compared with Denmark tax rate (11.7%) (2.9%)

Permanent differences

4.1% (18.1%)

Not recognised tax losses utilised or capitalised (0.5%) (0.1%)

Currency translation adjustment - 2.1%

Other income taxes 7.2% 23.9%

Effective tax rate 21.1% 26.9%

The tax on the Group's result before tax differs from the theoretical amount that would arise using

the weighted average tax rate applicable to profits of the consolidated entities as follows:

Note 6.1

56/78

Nets Denmark A/S Financial statements Section 6

2025

EURm

Intangible

assets

Plant &

equipment

Other

receivables

Employee

benefits

obligation

Deferred tax

losses carried

forward Total

Development in deferred income tax assets and liabilities

Net deferred tax assets/(liabilities) as at 1 January (39.0) 0.8 4.1 4.3 38.6 8.8

Deferred tax on result for the year 23.9 (4.4) 3.5 0.1 (0.6) 22.5

Prior year adjustment (12.1) 1.0 (6.1) 0.6 (6.2) (22.8)

Currency translation adjustment 0.9 - (1.3) - (0.1) (0.5)

Net deferred tax assets/(liabilities) as at 31 December (26.3) (2.6) 0.2 5.0 31.7 8.0

Classified as follows:

Deferred tax asset as at 31 December 67.6

Deferred tax liability as at 31 December 59.6

2024

EURm

Intangible

assets

Plant &

equipment

Other

receivables

Employee

benefits

obligation

Deferred tax

losses carried

forward Total

Development in deferred income tax assets and liabilities

Net deferred tax assets/(liabilities) as at 1 January (36.9) 4.3 7.8 6.6 26.0 7.8

Deferred tax on result for the year 26.9 (1.9) (0.2) 0.4 5.5 30.7

Prior year adjustment (29.9) (0.8) (0.4) (2.4) 7.4 (26.1)

Additions 0.9 (1.4) (3.0) (0.4) - (3.9)

Currency translation adjustment - 0.6 (0.1) 0.1 (0.3) 0.3

Net deferred tax assets/(liabilities) as at 31 December (39.0) 0.8 4.1 4.3 38.6 8.8

Classified as follows:

Deferred tax asset as at 31 December 67.2

Deferred tax liability as at 31 December 58.4

Income and deferred income taxes (continued)

Note 6.1

57/78

Nets Denmark A/S Financial statements Section 6

2025 2024

EURm

Board of

Directors

Key

Personnel Total

Board of

Directors

Key

Personnel Total

Fixed base salary 1.3 1.4 2.7 0.4 1.8 2.2

Bonus 0.4 1.7 2.1 - 3.2 3.3

Pensions 0.1 0.2 0.3 - 0.2 0.2

Benefits 0.1 0.3 0.4 0.1 0.7 0.7

Total remuneration 1.9 3.6 5.5 0.5 5.9 6.4

In 2025 and 2024, the figure contains elements of exit bonuses and other one off elements.

Related party transactions

RELATED PARTY TRANSACTIONS

As at 31 December 2025 the Group was 100%

owned by Nets Holdco 5 AS. The ultimate parent

of the Group is Nexi S.p.A. (Italy). Related parties

with significant influence are the Board of Direc-

tors, Key Personnel and their related parties.

Furthermore, related parties are companies in

which the above persons have significant inter-

ests, as well as associates of the Group. All

transactions with related parties are made on

arm's length terms. There were no transactions

with members of the Board of Directors and

other Key Personnel, other than remuneration,

and no loans were granted to the Board of

Directors or other Key Personnel in 2025.

The Company has transactions with group enti-

ties under common control.

During the year, the Company carried out the

following transactions with related parties:

• Management fee income from group

companies for administrative and

management services.

• Management fee expenses charged by group

companies for sourcing, administrative sup-

port, and shared services.

In accordance with IAS 24, the following gross

amounts were recognised:

• Management fee income: 22.4 EURm

• Management fee expenses: 22.0 EURm

• Financial expenses to related parties: 12.9

EURm

Outstanding balances

At the reporting date, the following balances

with related parties were outstanding:

• Receivables from group companies: 2.7

EURm

• Payables to group companies: 97.5 EURm

Terms

All balances are unsecured, non-interest bear-

ing, and settled on normal intercompany terms.

No guarantees were given or received.

REMUNERATION OF THE BOARD OF

DIRECTORS AND KEY PERSONNEL

Short-term benefits included fixed-base salary

and accrued cash bonuses designed to incentiv-

ise individual performance and the achievement

of a number of predefined short-term functional

and individual business targets linked to goals in

the Group’s balanced scorecard.

Throughout 2025, several changes were made in

the Board of Directors and Key Personnel and

disclosed figures include in total nine members

(2024: eight members).

At year-end 2025, the Board of Directors and Key

Personnel consisted of five members (2024: four

members).

Note 6.2

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Nets Denmark A/S Financial statements Section 6

Share-based payment

Accounting policies

The all Employee Share programme (2019) is

accounted for on an accrual basis over the vesting

period. Employee Share programme has been

measured at the fair value of the Nets Group at the

launch date of the programme times the probabil-

ity of vesting. Share options issued were measured

at fair value at the date of granting times the prob-

ability of vesting. The total amount expensed over

the vesting period is determined by reference to

the value of the shares and options granted,

excluding the impact of any non-market vesting

conditions. The value was fixed at grant date. Non-

marked vesting conditions is included in assump-

tions about the number of shares and options that

is expected to vest. Any impact of adjustments to

estimates is recognised in the income statement

and in a corresponding adjustment to Equity over

the remaining vesting period. Adjustments relating

to prior years are included in the income state-

ment in the year of adjustment.

EMPLOYEE SHARE PROGRAMME

In August 2019 an all-Employee share program

was announced with the purpose of giving all

employees of the Nets Group the opportunity to

become co-owners of the Nets Group. Under the

program employees could invest in the Nets

Group and have their investment matched with

two free shares if participating employees are

employed when the Nets Group is either sold or if

its shares are offered in an initial Public Offering.

The matching shares were granted at 13 Decem-

ber 2019 and were expected to vest 36 months

from grant date. The total value of the programme

at grant date amounts to EUR 7.9 million. In con-

nection with the Nexi transaction a change of con-

trol clause was triggered in 2021 and the

remaining value of the programme was recog-

nised.

LONG TERM INCENTIVES

Below is a summary of the three-year incentive

plans (hereinafter, the “First LTI Plan”) approved by

the Shareholders’ Meeting of Nexi S.p.A., which

provide for the annual grant to employees of

rights to receive ordinary shares of the Company:

• First LTI Plan, structured into three cycles, each

with a three-year duration (2019–2021, 2020–

2022, 2021–2023);

• Second LTI Plan, structured into three three-

year cycles (2022–2024, 2023–2025, and

2024–2026);

• Third LTI Plan, structured into three threeyear

cycles (2025–2027, 2026–2028, and 2027–

2029).

No restrictions apply to the voting rights or the

distribution of dividends related to these shares.

According to IFRS 2 rules described above with

reference to the Stock Plan, these plans must be

accounted for as equitysettled sharebased pay-

ments granted to employees.

Note 6.3

As of the date of these financial statements, all

three cycles of the First LTI Plan and the Second

LTI Plan have been granted, whereas, with respect

to the Third LTI Plan, only the first of the three

cycles has been granted. In particular, the grant

took place in August 2025 for most employees

and in October 2025 for newly hired employees.

The rights granted under the LTI Plan are distin-

guished as follows:

• Performance Share rights: rights to receive

ordinary shares of the Company, whose vest-

ing (and therefore the allocation of the shares

to the employee) is subject to the achievement

of predetermined corporate performance tar-

gets referring to a specific period of time;

• Restricted Share rights: rights to receive ordi-

nary shares of the Company, whose vesting

(and therefore the allocation of the shares to

the employee) is not subject to the achieve-

ment of predetermined corporate performance

targets. These rights vest after the vesting

period, subject to the continued employment of

the beneficiary.

The condition for the vesting of the rights and

therefore for the allocation of the shares, for both

categories above, is:

• for the First Plan and the Second Plan, the

employee’s continued employment until the

delivery date of the share allocation letter;

• for the Third Plan, the employee’s continued

employment until the end of the vesting period.

More specifically, with reference to Performance

Share rights:

• For the First Plan and the Second Plan, vesting

is first subject to achieving—at the end of the

vesting period of each cycle—at least 80% of

the Operating Cash Flow Target (the “Entry

Gate”);

• Subject to satisfaction of the Entry Gate (where

applicable), the vesting of the Performance

Share rights is also subject to achieving spe-

cific targets at the end of the relevant vesting

period, consisting of two components:

• a marketbased component, linked to the

achievement of targets related to the perfor-

mance of Nexi’s share price compared with a

reference index during the measurement

period (weight 50%). The reference index is

determined as the arithmetic average of

three market indices specified in the Plan

regulation;

• a nonmarketbased component, linked to the

achievement of the Company’s performance

targets in terms of Operating Cash Flow

(weight 50%).

59/78

Nets Denmark A/S Financial statements Section 6

Below is the evolution of the number of rights granted as of the reporting date:

Description

No. of Performance

Share Rights

No. of Restricted

Share Rights Total

Outstanding rights to receive shares at

the grant date 3,538,688 3,092,626 6,631,314

Right assigned definitively in accordance

with the Plans (1,033,529) (746,732) (1,780,261)

Rights forfeited from the Plans (435,751) (346,413) (782,164)

Outstanding rights at December 31, 2025 2,069,408 1,999,481 4,068,889

scenario, the projection of the share price is per-

formed starting from its initial value according to

a geometric Brownian motion. Under this

assumption, the following holds:

S = μ • S • t + σ • S • ε • Δt

i.e., the change in the share price S over a given

time interval depends on the expected average

return () and its volatility (σ), as well as on a

random parameter (ε) following a standard nor-

mal distribution.

The simulations were performed by assuming,

for the Nexi share, a rate of return based on the

swap curve and the historical volatility of the

Nexi share, both calculated with reference to the

valuation date. Specifically, for the cycle

granted in 2025, these parameters were

approximately 2.1% and 34%, respectively.

Share-based payment (continued)

For these components, the unit fair value at the

grant date, with reference to the rights granted

during 2025, amounted to approximately EUR

4.88 and EUR 3.77.

With regard to the assumptions on employee

turnover, an annual exit probability equal to zero

was considered.

As for the nonmarketbased component, this is a

condition which, according to IFRS 2, must not

be measured at the grant date but must be

updated at each reporting date to reflect expec-

tations regarding the number of rights that may

ultimately vest. For this component, with refer-

ence to the rights granted in 2025, the unit fair

value amounts to EUR 4.40 and EUR 3.97.

The total cost recognized for 2025 amounts to

approximately EUR 5.8 million.

During 2021, Mercury UK and the other sponsor

of Nexi adopted certain incentive plans based on

the shares of Nexi SpA (“Nexi”), with a vesting

period running until July 1, 2024. In accordance

with IFRS 2, although the company did not

assume any obligation towards the Beneficiar-

ies, as it is the entity receiving the services (the

“receiving entity”), it recognised the Plans in its

financial statements by applying the accounting

rules for “equitysettled sharebased payment

plans”. Consequently, in previous years the

company recorded the costs for the services

received with a corresponding increase in Equity

for a total amount of Euro 0.957 million.

These plans are reserved for selected employ-

ees (the “Beneficiaries”) of group companies.

These plans provide additional shares assigna-

ble to employees depending on the market price

of Nexi shares.

Based on the provisions of IFRS 2, although not

having made any commitments to Beneficiaries,

as Nets Denmark A/S is the entity that receives

the services (the “receiving entity”), it must rec-

ognise, in its financial statements, the Plans in

question on the Share-based payment (contin-

ued) basis of the accounting rules envisaged for

the “plans settled with equity instruments”.

The fair value was determined, for base shares,

considering the forward price, discounted at the

valuation date, of Nexi shares at the expiry of

the vesting period. As for additional shares, the

Monte Carlo method was adopted in order to

simulate, for an adequate number of scenarios,

the number of additional shares and the price of

Nexi stocks. In this context, the implicit volatility

used was that obtained from info-providers as

relevant to Nexi stock options with time-to-ma-

turity set at equal to that of the plan.

The valuation of the rights granted was per-

formed by reflecting the financial market condi-

tions in effect at the grant date. As required by

IFRS 2, the determination of the total value of

the plan is influenced by the number of rights

expected to vest based on the performance con-

ditions and by the fair value of each right. The

valuation was carried out separately consider-

ing the two components included in the plan:

Performance Shares and Restricted Shares. In

addition, within the Performance Shares compo-

nent, the specific performance targets described

above were taken into account.

In particular, the marketbased component was

measured using a stochastic simulation based

on the Monte Carlo Method, which—on the

basis of appropriate assumptions—enabled the

definition of a large number of alternative sce-

narios over the relevant time horizon. In each

Note 6.3

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Nets Denmark A/S Financial statements Section 6

EURm 2025 2024

Remuneration to Auditors

(PwC as elected by the Annual General Meeting)

Statutory audit (1.3) (1.3)

Non-statutory audit services:

Other assurance engagements (0.3) (0.2)

Total non-statutory audit services (0.3) (0.2)

Total (1.6) (1.5)

Fee to statutory auditors

Note 6.4

The fees for services other than the statutory

audit of the financial statements provided by

PwC member firms to the Group consists of ser-

vices related to assurance services required by

local law and assurance reports according to

ISAE 3000 and ISAE 3402.

61/78

Nets Denmark A/S Financial statements Section 6

FAIR VALUE MEASUREMENT

HIERARCHY

The carrying values and fair values are identical,

except for bank loans measured at amortised cost.

Refer to Note 5.2 for carrying amounts and nominal

value of bank loans. Fair value of bank loans is

assumed to be similar to the nominal value.

THE METHODS AND ASSUMPTIONS ARE

AS FOLLOWS:

• the fair value of financial assets and liabilities

traded in active markets is based on quoted

market prices as at the balance sheet date

(Level 1).

• the fair value of financial assets and liabilities

is based on inputs other than quoted prices

included in Level 1 that are observable either

directly or indirectly i.e. floating rate bank

loans (Level 2).

• the fair value of financial assets and liabilities

which are highly liquid and have a short

duration is estimated to have a fair value that

is identical with the book value (Level 3).

Classification of financial assets

and financial liabilities

Note 7.1

Other disclosures

Included in this section are disclosures which are

material to the financial statements from either a

quantitative or a qualitative perspective, but which

do not directly relate to a specific theme section.

Section 7:

In this section

. Classification of financial assets and financial

liabilities 

.

Standards issued but not yet effective 

.

Events after the balance sheet date 

.

Companies in the Group 

.

Financial definitions 

62/78

Nets Denmark A/S Financial statements Section 7

Classification of financial assets and financial liabilities (continued)

Note 7.1

2024

EURm

Financial assets and

liabilities measured at

fair value through the

income statement

Financial assets

and liabilities

measured at

amortised cost Total

Financial assets and liabilities

Trade and other receivables - 135.8 135.8

Settlement assets - 754.3 754.3

Receivables from Group enterprises - 21.0 21.0

Cash at bank and on hand - 646.0 646

Other financial assets

24.2 1.4 25.6

Total financial assets 24.2 1,558.5 1,582.7

Liabilities to Group enterprises - (811.1) (811.1)

Trade and other payables - (229.2) (229.2)

Contract liabilities - (6.1) (6.1)

Merchant creditors - (973.7) (973.7)

Settlement obligations - (194.5) (194.5)

Other liabilities (50.0) (14.4) (64.4)

Lease liabilities - (47.3) (47.3)

Other financial liabilities - (1.4) (1.4)

Total financial liabilities (50.0) (2,277.7) (2,327.7)

Total net financial assets/(liabilities) (25.8) (719.2) (745.0)

Level 3 in the fair value hierarchy. Ownership in VN Norge AS (Norway) and EPI Company SE (Belgium) is considered to

be a financial asset in line with shares and other securities. The valuation is based on input from VN Norge AS and EPI

Company SE.

2025

EURm

Financial assets and

liabilities measured at

fair value through the

income statement

Financial assets

and liabilities

measured at

amortised cost Total

Financial assets and liabilities

Trade and other receivables - 117.7 117.7

Settlement assets - 668.9 668.9

Receivables from Group enterprises - 2.7 2.7

Cash at bank and on hand - 599.7 599.7

Other financial assets

31.0 6.5 37.5

Total financial assets 31.0 1,395.5 1,426.5

Liabilities to Group enterprises - (97.5) (97.5)

Trade and other payables - (220.7) (220.7)

Contract liabilities - (3.1) (3.1)

Merchant creditors - (935.8) (935.8)

Settlement obligations - (65.1) (65.1)

Other liabilities (50.0) (5.5) (55.5)

Lease liabilities - (49.4) (49.4)

Other financial liabilities - (1.1) (1.1)

Total financial liabilities (50.0) (1,378.2) (1,428.2)

Total net financial assets/(liabilities) (19.0) 17.3 (1.7)

Level 3 in the fair value hierarchy. Ownership in VN Norge AS (Norway) and EPI Company SE (Belgium) is considered to

be a financial asset in line with shares and other securities. The valuation is based on input from VN Norge AS and EPI

Company SE.

63/78

Nets Denmark A/S Financial statements Section 7

Standards issued but not yet effective

The standards and interpretations which have

been issued, but are not yet effective, up to the

date of issuance of the Group’s financial state-

ments, and which are considered to have an

effect on the Group, are disclosed below.

New standards and amendments which are not

yet effective and which are not considered to

have an impact on the Group are not disclosed.

The Group intends to adopt these standards,

if applicable, when they become effective.

Currently there are no new standards, amend-

ments and interpretations which have been

adopted by the IASB and adopted by the EU,

which are relevant to Nets Denmark A/S.

The following new or amended IFRS Accounting

Standards and Amendments, which will become

effective in future years, have been issued but

not yet adobted by the EU:

• IFRS 18: “Presentation and Disclosure in

Financial Statements"

• IFRS 19: “Subsidiaries without Public

Accountability: Disclosures"

The standards issued but not yet endorsed

by the European Union do not impact the

Group’s Consolidated Financial Statements

as at 31 December 2025.

The Group has initiated specific projects to

assess the impacts arising from the application

of the new standards, in particular the adoption

of IFRS 18, which was endorsed on 13 February

2026 and is applicable from 1 January 2027.

Note 7.2

Events after the balance sheet date

No significant events affecting the Annual

Report for 2025 have occurred subsequently to

31 December 2025.

Note 7.3

Company Structure Currency Ownership Registred office

Parent Company

Nets Denmark A/S*

Sweden

Nets Sweden AB Subsidiary SEK 100% Stockholm, Sweden

Finland

Paytrail Oyj Subsidiary EUR 100% Jyväskylä, Finland

Paytrail Technology Oy Subsidiary EUR 100% Jyväskylä, Finland

Nexi Digital Finland Oy Subsidiary EUR 100% Espoo, Finland

Poland

P24 Dotcard Sp. z o.o. Subsidiary PLN 100% Warszawa, Poland

PayPro S.A. Subsidiary PLN 100% Poznań, Poland

Centrum Rozliczen Elektronicznych Polskie

ePlatnosci S.A. Subsidiary PLN 100% Rzeszów, Poland

Polskie ePlatnosci Sp. z o.o. Subsidiary PLN 100% Rzeszów, Poland

BillBird S.A. Subsidiary PLN 100% Kraków, Poland

Team4U Sp. z o.o Subsidiary PLN 75% Bydgoszcz, Poland

QRTAG Sp. z o.o. Associate PLN 45% Poznań, Poland

Estonia

Nets Estonia AS Subsidiary EUR 100% Tallinn, Estonia

* Including branches in Norway, Sweden, Finland, United Kingdom, Germany, France, Estonia, Latvia, Lithuania, and

Poland.

Companies in the Group

Note 7.4

64/78

Nets Denmark A/S Financial statements Section 7

Key figures and financial ratios stated in the consolidated financial statements have been calculated

as follows:

Growth in revenue, reported Absolute revenue growth / Revenue in comparative period

Growth in revenue, underlying

Underlying growth is a measure of growth excluding the

impact of acquitions, divestments and foreign exchange

adjustments from year-on-year comparisons

EBITDA b.s.i. EBITDA before special items

EBITDA before special items margin, % EBITDA before special items / Net revenue

Special items As defined in Note 2.2

EBITDA

Earnings before interest, tax, depreciation, amortisation and

impairment losses

Underlying depreciation and amortisation

Depreciation & amortisation adjusted for amortisation of

business combination intangibles & impairment losses

Adjusted EBIT

EBITDA before special items and adjusted for underlying

depreciation and amortisation

EBIT Earnings before interest and tax (operating profit)

Adjusted net profit

Adjusted EBIT adjusted for financial income and expenses

excluding impact from foreign exchange gains and losses

and adjusted for an effective tax rate of 23%.

Capital expenditure (CAPEX)

Purchase of intangible assets and plant & equipment and

capitalised development projects for the year, excluding

acquisition of subsidiaries

Cash flow from operating activities

excl. clearing-related balances Operating cash flow excluding clearing-related cash flow

Operating free cash flow

Cash flow from EBITDA adjusted for change in narrow working

capital and CAPEX

Own cash

Cash and cash equivalents excluding clearing-related balances

and other proceeds received in cash to be passed through

Net interest bearing debt (NIBD)

Interest bearing debt net of own cash and clearing-related

borrowings

Cash conversion ratio

Operating free cash flow adjusted for special items / EBITDA

before special items

Equity ratio Equity of the Group / Total assets

Financial definitions

Note 7.5

65/78

Nets Denmark A/S Financial statements Section 7

Income statement for the Parent Company

EURm Note 2025 2024

Revenue 2

587.9 635.1

External expenses

(252.1) (294.8)

Personnel expenses 3

(181.8) (237.0)

Depreciation, amortization and impairment losses 7, 8

(192.0) (200.9)

Operating result (EBIT) (38.0) (97.6)

Result from subsidiaries after tax 9

22.9 15.6

Result from associates after tax 10

- 1.5

Loss on adjustments to asset values

- (8.9)

Gain from sale of discontinued activities 4

- 29.1

Financial income 5

12.6 30.6

Financial expenses 5

(53.0) (26.1)

Net financials (17.5) 41.8

Result before tax (55.5) (55.8)

Income taxes 6

9.7 (11.4)

Result for the year (45.8) (67.2)

Proposed appropriation of result

Retained earnings

(45.8) (67.2)

Total appropriation (45.8) (67.2)

Parent Company

Financial statements

In this section

Note 1 Accounting policies 69

Note 2 Revenue 70

Note 3 Personnel expenses 70

Note 4 Sale of discontinued activities 70

Note 5 Net financials 70

Note 6 Tax 71

Note 7 Intangible assets 71

Note 8 Property, plant and equipment 73

Note 9 Investment in subsidiaries 75

Note 10 Investments in associates 75

Note 11 Deposits 76

Note 12 Prepayments 76

Note 13 Lease liabilities 76

Note 14 Net deferred tax asset/(-liability) 76

Note 15 Other payables and provisions 77

Note 16 Related party transactions 77

Note 17 Contingent liabilities 77

Nets Denmark A/S Financial statements

66/78

Parent Company

Balance sheet for the Parent Company

EURm Note 2025 2024

Assets

Non-current assets

Intangible assets 7

795.7 865.9

Property plant and equipment 8

60.7 67.6

Deferred tax assets 14

62.3 54.6

Investment in subsidiaries 9

920.8 881.9

Investment in associates 10

- 8.8

Non-current financial assets

31.0 -

Deposits 11 2.1 1.9

Total non-current assets

1,872.6 1,880.7

Inventories

5.2 7.8

Settlement assets

513.8 612.5

Trade receivables

73.6 95.3

Receivables from Group enterprises 16

60.6 81.5

Other receivables

18.3 1.2

Prepayments 12

70.0 66.8

Other financial assets

2.2 25.5

Cash and cash equivalents 302.6 299.8

Total current assets 1,046.3 1,190.4

Total assets 2,918.9 3,071.1

EURm Note 2025 2024

Equity and liabilities

Share capital

35.5 35.5

Other reserves

380.2 365.6

Retained earnings 1,152.3 558.3

Total equity

1,568.0 959.4

Non-current liabilities

Lease liabilities 13

29.2 34.4

Deferred tax liability 14

55.8 47.2

Other provisions 15 52.3 51.6

Total non-current liabilities

137.3 133.2

Current liabilities

Lease liabilities 13

11.0 5.4

Trade payables

24.2 34.0

Settlement obligations

65.1 194.5

Merchant creditors

676.2 672.3

Payable to Group enterprises 16

280.5 900.9

Current tax liabilities

1.6 14.7

Other payable 15

152.9 154.4

Other provisions 15

1.1 1.5

Contract liabilities

1.0 0.8

Total current liabilities 1,213.6 1,978.5

Total liabilities 1,350.9 2,111.7

Total equity and liabilities 2,918.9 3,071.1

Nets Denmark A/S Financial statements

67/78

Parent Company

Statement of changes in equity for the Parent Company

EURm

capital

Reserve for net

revaluation according

to the equity method

Reserve

development

projects

Currency

translation

reserve

Retained

earnings

Total

equity

2025

Equity as at 1 January 35.5 0.0 307.9 57.7 558.3 959.4

Net result for the year - 17.5 - - (63.3) (45.8)

Capitalised development costs, net - - (21.5) - 21.5 0.0

Currency translation adjustments, foreign enterprises - 10.3 - 8.3 - 18.6

Share based payment - - - - 5.8 5.8

Debt waiver of intercompany loans - - - - 631.8 631.8

Group contribution - - - - (1.8) (1.8)

Total changes in equity 0.0 27.8 (21.5) 8.3 594.0 608.6

Equity as at 31 December 35.5 27.8 286.4 66.0 1,152.3 1,568.0

EURm

capital

Reserve

development

projects

Currency

translation

reserve

Retained

earnings

Total

equity

2024

Equity as at 1 January 35.5 219.8 23.6 707.8 986.7

Net result for the year - - - (67.2) (67.2)

Capitalised development costs, net - 88.1 - (88.1) 0.0

Share based payment - - - 5.8 5.8

Adjustments to previous year after mergers - - 34.1 - 34.1

Total changes in equity 0.0 88.1 34.1 (149.5) (27.3)

Equity as at 31 December 35.5 307.9 57.7 558.3 959.4

Nets Denmark A/S Financial statements

68/78

Parent Company

Accounting policies

The financial statements of the Parent Company

have been prepared in accordance with the

provisions applying to reporting class C (large)

enterprises under the Danish Financial

Statements Act.

The accounting policies are unchanged from the

previous financial year. The accounting policies

for the financial statements of the Parent

Company are the same as for the Consolidated

financial statements with the adjustments

described below. For a description of the

accounting policies of the Group, please refer to

the Consolidated financial statements.

From 1st of January 2024 Nassa Topco A/S and

Nets A/S, both parent companies and Nets Cards

Processing A/S, a subsidiary, were merged into

Nets Denmark A/S, Ballerup with Nets Denmark

A/S being the continuing company. The merger

was completed using the aggregating method,

according to which assets and liabilities from the

parents and subsidiaries are included at book

value. Consequently, the comparable numbers

were restated.

Pursuant to section 86(4) of the Danish Financial

Statements Act, no cash flow statement is

prepared for the Parent Company. Please refer

to the Consolidated financial statements.

Pursuant to section 96(3) of the Danish Financial

Statements Act, no auditors fee statement is

prepared for the Parent Company. Please refer

to the Consolidated financial statements.

Note 1

Reclassifications have been made in individual

items in the note for Net financials. This has not

affected the result and equity of this year or last

year and has been made solely to ensure the

comparability of the individual items in the note.

SUPPLEMENTARY ACCOUNTING

POLICIES FOR THE PARENT COMPANY

Goodwill

Goodwill represents the value of the current

workforce and know-how and also the

operational synergies expected from integration

within the company. Goodwill is measured at

historical cost less accumulated amortization and

any impairment loss. Amortisation is calculated

using the straight-line method to allocate the

cost over estimated useful life of up to 20 years.

Financial assets

Investment in subsidiaries and associated

companies are measured according to the

equity method.

Investments in subsidiaries are measured at cost

and subsequently at the proportionate share of

the enterprises' net asset values calculated in

accordance with the Parent Company's accounting

policies minus or plus unrealised intre-group

profits and losses and plus or minus any residual

value of positive or negative goodwill.

Subsidiaries with a negative net asset value are

measured at EUR 0, and any receivable is

written down by the Parent Company’s share of

the negative net asset value to the extent that it

is considered unrecoverable. If the negative

equity value exceeds the receivable, the balance

is recognised under ‘Provisions’ to the extent the

Parent Company has legal or constructive

obligation to cover a deficit in the subsidiary.

Acquisitions of enterprises – other than intra-

group mergers – are accounted for using the

acquisition method, according to which the

identifiable assets and liabilities acquired are

measured at their fair values at the date of

acquisition. Provision is made for costs related

to adopted and announced plans to restructure

the acquired enterprise in connection with the

acquisition. The tax effect of the restatement of

assets and liabilities is taken into account.

The proportionate share of the results after tax

of the individual subsidiaries is recognized in the

income statement after elimination of intra-

company results.

Fair value of share options issued to employees

of the subsidiaries of Nets Denmark A/S is

accounted for as a capital contribution over the

vesting period, whereby it is recorded as an

addition during the year. Payments received

from subsidiaries to compensate Nets Denmark

A/S upon an employee’s exercise of share

options are, conversely, deducted from the

accumulated cost of investments in subsidiaries.

TAX

For Danish tax purposes, all Danish entities are

assessed jointly. The Danish jointly taxed

companies are included in a Danish on-account

tax payment scheme for Danish corporate

income tax. All current taxes under the scheme

are recorded in the individual companies.

BUSINESS COMBINATION AND

GOODWILL RECOGNITION

In the context of the merger where Nassa Topco

and Nets A/S were merged into Nets Denmark,

with the subsidiary as the continuing entity, the

accounting treatment was based on the principles

of Danish GAAP. As part of this business

combination, the investment in the subsidiary held

by the parent company exceeded the fair value of

the subsidiary’s identifiable net assets (equity).

The excess amount was allocated as follows:

1. Goodwill: The excess value over the fair value

of the subsidiary’s net assets was allocated to

goodwill. Goodwill represents the premium

paid in excess of the identifiable net assets

and is recognized as an intangible asset in

accordance with Danish GAAP. Goodwill

amortization period is 20 years where the

first 11 years have already passed.

2. Customer Contracts: The portion of the

excess value attributed to customer contracts,

with an estimated useful life of 10 years, was

recognized as an intangible asset. As per

Danish GAAP guidelines, the value of the

customer contracts was amortized over their

estimated useful life.

3. Equity Impact: Given the nature of the

customer contracts, the corresponding

amortization was directly recorded in equity

to reflect the recognition of this intangible

asset. The amortization of the customer

contracts were booked directly in equity,

following the accounting treatment specified

under Danish GAAP.

Nets Denmark A/S Financial statements

69/78

Parent Company

EURm 2025 2024

Financial income

Net foreign exchange gains

- 22.5

Gain from sale of associates

9.3 -

Capital gains, other securities and investments

- 0.7

Interest income from Group enterprises 3.3 7.4

Total financial income 12.6 30.6

Financial expenses

Net foreign exchange losses

(29.9) -

Interest expenses to Group enterprises

(16.4) (18.8)

Interest expenses

(6.1) (7.3)

Fair value adjustment of financial liabilities

(0.6) -

Total financial expenses (53.0) (26.1)

EURm 2025 2024

Personnel expenses

Wages and salaries

(157.2) (164.3)

Bonus

(10.0) (19.0)

Share-based payment costs

(5.8) (4.7)

Severance pay

(1.0) (24.3)

Pensions - defined contribution plans

(20.2) (21.5)

Other social security contributions

(5.5) (7.2)

Other employee costs (19.3) (28.6)

Total employee costs for the year (219.0) (269.6)

Employee costs included in development projects 37.2 32.6

Total employee costs expensed in the income statement (181.8) (237.0)

Average number of full-time employees

1,461 1,708

Year-end number of full-time employees 1,450 1,544

For information regarding remuneration of the Board of Directors and Key Personnel, please refer to Note 6.2 in the

Consolidated financial statements.

For information regarding share-based payment, please refer to Note 6.3 in the Consolidated financial statements.

EURm 2025 2024

Merchant Solutions

424.4 389.7

Issuing Solutions*

163.5 245.4

Total 587.9 635.1

* Decrease in Issuing Solutions is primarily driven by the sale of Lotus in 2024 with full effect in 2025 figures.

Revenue

Net financials

Sale of discontinued activities

Personnel expenses

Note 2

Note 5

Note 4

Note 3

On 31 October 2024 100% of the shares in Nets

DanID A/S and Signaturgruppen A/S was sold.

The sale resulted in a gain of EUR 29.1 million

recognised in the income statement for the year

ended 31 December 2024.

As of the sale date, the assets and liabilities of

the subsidiary were Assets of EUR 50.9 million

and Liabilities of EUR 28.3 million.

Nets Denmark A/S Financial statements

70/78

Parent Company

Other intangible assets

2025

EURm Goodwill

Customer

agreements Software

Devel-

opment

projects in

progress

Other

intangible

assets

Total

Intangible

assets

Accumulated cost as at 1 January

1,167.3

134.0 776.1 150.8

1,060.9 2,228.2

Additions

0.0

- 23.8 70.7

94.5 94.5

Transfer between asset groups

0.0

- 34.8 (34.8)

0.0 0.0

Currency translation adjustment

(1.2)

- 1.5 (6.0)

(4.5) (5.7)

Accumulated cost as at 31 December 1,166.1 134.0 836.2 180.7 1,150.9 2,317.0

Accumulated amortisation and write-downs for impairment as at 1 January

(708.5)

(123.5) (524.6) (5.7)

(653.8) (1,362.3)

Amortisation

(62.6)

(4.4) (99.7) -

(104.1) (166.7)

Currency translation adjustment

0.9

0.2 0.9 5.7

6.8 7.7

Accumulated amortisation and write-down for impairment as at 31 December (770.2) (127.7) (623.4) 0.0 (751.1) (1,521.3)

Carrying amount as at 31 December 395.9 6.3 212.8 180.7 399.8 795.7

Intangible assets

Note 7

EURm 2025 2024

Current tax on result for the year

- (13.2)

Change in deferred tax

2.7 (11.9)

Tax related to prior year

15.7 8.7

Tax in foreign branches

(8.7) 5.0

Net income taxes 9.7 (11.4)

Tax

Note 6

Nets Denmark A/S Financial statements

71/78

Parent Company

Intangible assets (continued)

Note 7

Other intangible assets

2024

EURm Goodwill

Customer

agreements Software

Devel-

opment

projects in

progress

Other

intangible

assets

Total

Intangible

assets

Accumulated cost as at 1 January

1,194.4 135.1 663.6 175.2 973.9 2,168.3

Additions

0.0 - 3.1 91.1 94.2 94.2

Transfer between asset groups

0.0 - 115.5 (115.5) 0.0 0.0

Disposals

(27.5) (0.6) (6.1) - (6.7) (34.2)

Currency translation adjustment

0.4 (0.5) - - (0.5) (0.1)

Accumulated cost as at 31 December 1,167.3 134.0 776.1 150.8 1,060.9 2,228.2

Accumulated amortisation and write-downs for impairment as at 1 January

(667.7) (120.4) (420.8) - (541.2) (1,208.8)

Amortisation

(66.0) (4.2) (104.0) - (108.2) (174.2)

Disposals

25.6 0.6 - - 0.6 26.2

Currency translation adjustment

(0.4) 0.5 0.1 (5.7) (5.1) (5.5)

Accumulated amortisation and write-down for impairment as at 31 December (708.5) (123.5) (524.6) (5.7) (653.8) (1,362.3)

Carrying amount as at 31 December 458.8 10.5 251.5 145.1 407.1 865.9

Nets Denmark A/S Financial statements

72/78

Parent Company

2025

EURm

Leasehold

improve-

ments Terminals

Plant and

machinery

Property,

plant and

equipment

Accumulated cost as at 1 January

29.4 29.5 171.0 229.9

Additions

0.2 6.8 11.5 18.5

Disposals

- (4.7) (1.2) (5.9)

Currency translation adjustment

- (0.1) (0.2) (0.3)

Accumulated cost as at 31 December 29.6 31.5 181.1 242.2

Accumulated amortisation and write-downs for impairment as at 1 January

(21.4) (19.2) (121.7) (162.3)

Depreciations

(2.0) (6.4) (16.9) (25.3)

Disposals

- 4.0 1.2 5.2

Currency translation adjustment

0.1 0.1 0.7 0.9

Accumulated amortisation and write-down for impairment as at 31 December (23.3) (21.5) (136.7) (181.5)

Carrying amount as at 31 December 6.3 10.0 44.4 60.7

Property, plant and equipment

Note 8

Nets Denmark A/S Financial statements

73/78

Parent Company

Property, plant and equipment (continued)

Note 8

2024

EURm

Leasehold

improve-

ments Terminals

Plant and

machinery

Property,

plant and

equipment

Accumulated cost as at 1 January 29.2 31.1 164.5

224.8

Additions 1.1 8.2 10.9

20.2

Disposals - (9.7) (0.8)

(10.5)

Currency translation adjustment (0.9) (0.1) (3.6)

(4.6)

Accumulated cost as at 31 December 29.4 29.5 171.0 229.9

Accumulated amortisation and write-downs for impairment as at 1 January (20.0) (22.5) (106.1)

(148.6)

Depreciations (2.0) (5.9) (18.8)

(26.7)

Disposals - 8.9 0.7

9.6

Currency translation adjustment 0.6 0.3 2.5

3.4

Accumulated amortisation and write-down for impairment as at 31 December (21.4) (19.2) (121.7) (162.3)

Carrying amount as at 31 December 8.0 10.3 49.3 67.6

Nets Denmark A/S Financial statements

74/78

Parent Company

Investment in subsidiaries

Note 9

EURm 2025 2024

Cost as at 1 January 888.7 982.3

Disposals - (92.7)

Exchange rate adjustment 4.3 (0.9)

Cost as at 31 December 893.0 888.7

Value adjustment as at 1 January (6.8) (122.5)

Dividends - 0.4

Profit after tax 85.5 77.0

Amortisation of goodwill etc. (62.6) (61.4)

Disposals - 63.6

Exchange rate adjustment 11.7 36.1

Value adjustment as at 31 December 27.8 (6.8)

Carrying amount as at 31 December 920.8 881.9

Fair value recognition from business combinations (goodwill etc.) 495.0 551.8

Upon initial recognition of the subsidiaries, total fair value recognition from business combinations amount to EUR 780

million, including goodwill of EUR 680 million.

For a list of companies in the Nets Denmark Group, refer to Note 7.4 in the Consolidated financial statements.

Investments in associates

Note 10

EURm 2025 2024

Cost as at 1 January 8.1 8.1

Disposals (8.1) -

Cost as at 31 December 0.0 8.1

Value adjustment as at 1 January 0.7 (0.8)

Share of profit after tax and depreciation and amortisation - 1.5

Disposals (0.7) -

Value adjustment as at 31 December 0.0 0.7

Carrying amount as at 31 December 0.0 8.8

In July 2025, the Group sold the shares in e-Boks Group A/S to CataCap.

Nets Denmark A/S Financial statements

75/78

Parent Company

Deposits

Prepayments

Note 11

Note 12

EURm 2025 2024

Cost as at 1 January 1.9 1.7

Additions 0.2 0.2

Cost as at 31 December 2.1 1.9

EURm 2025 2024

Prepaid IT costs 23.2 17.4

Other 46.8 49.4

Total 70.0 66.8

Lease liabilities

Note 13

EURm 2025 2024

Maturity of lease liabilities:

Less than 1 year 11.0 5.4

1-5 years 28.0 29.9

More than 5 years 1.2 4.5

Total 40.2 39.8

Net deferred tax asset/(-liability)

Note 14

EURm 2025 2024

Classified as follows:

Deferred tax asset 62.3 54.6

Deferred tax liability (55.8) (47.2)

Net deferred tax assets/(liabilities) as at 31 December 6.5 7.4

Nets Denmark A/S Financial statements

76/78

Parent Company

Related party transactions

Note 16

Other payables and provisions Contingent liabilities

Note 15 Note 17

EURm 2025 2024

Other provisions 2.3 1.6

Deferred consideration OP 1.1 1.5

Other payables and liabilities (including deferred consideration and provisions) 202.9 204.4

Carrying amount at 31 December 206.3 207.5

Nets Denmark A/S and its Danish subsidiaries are jointly taxed with the Danish companies in the

Nets Denmark A/S Group. The joint taxation also covers withholding taxes in the form of dividend tax,

royalty tax and interest tax. The Danish companies are jointly and individually liable for the joint

taxation. Any subsequent adjustments to income taxes and withholding taxes may lead to a larger

liability. The taxes for the individual companies are allocated in full on the basis of the expected

taxable income. For information on pending litigation and other contingencies please to Note 5.7

in the Consolidated financial statements.

The Company has transactions with group

companies under common control.

During the year, the Company carried out the

following transactions with related parties:

• Management fee income for shared

administrative and management functions.

• Management fee expenses for sourcing and

shared service activities provided by group

companies.

Amounts (gross)

• Management fee income: 36.3 EURm

• Management fee expenses: 42.0 EURm

• Financial income from related parties:

4.3 EURm

• Financial expenses to related parties:

16.4 EURm

Outstanding balances

• Receivables from related parties: 60.6 EURm

• Payables to related parties: 280.5 EURm

Terms

Balances are unsecured, non-interest bearing,

and settled on normal intercompany terms.

Nets Denmark A/S Financial statements

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Parent Company

Glossary

Acceptance – a service that allows merchants

to accept card payments

Acquiring services (merchant acquiring) – the

act of handling credit or debit card payments on

behalf of a merchant

Artificial intelligence (AI) – intelligence

exhibited by machines

Authentication – the process of recognising a

user’s identity

BankAxept – a domestic payment scheme

owned by Norwegian banks. Nets operates the

common operating infrastructure for BankAx-

ept’s debit card

Betalingsservice – a direct debit solution

offered by Nets to Danish corporates and their

customers

Clearing – the process of reconciliation of

orders between transacting parties

CMS – Consumer Management Services

Dankort – the Danish domestic debit card

owned and operated by Nets

e-commerce (electronic commerce) –

a transaction of buying or selling online

Fintech – Nets and other providers of new

solutions which demonstrate innovative

development of applications, processes,

products or business models in the financial

services industry

General Data Protection Regulation (GDPR)

(Regulation (EU) 2016/679) – a regulation

intended to strengthen and unify data protection

for individuals within the EU and which also

addresses export of personal data outside the EU

Malware – short for ‘malicious software’.

Software used to disrupt computer or mobile

operations, gather sensitive information or gain

access to private computer systems

Merchant acquiring – refer to ‘acquiring

services’

Phishing – the attempt to obtain sensitive

information such as usernames, password, and

credit card details by posing as a trustworthy

entity in an electronic communication

Point-of-sale (POS) – the check-out at a store

Robotics – the use of intelligent computer

systems within areas such as fraud prevention

and customer service

Settlement – the completion of a transaction,

wherein the seller transfers securities or

financial certificates to the buyer and the buyer

transfers money to the seller

* Terms are explained in the context of this report

Nets Denmark A/S

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Glossary