Report

	URBO BANKAS UAB


	SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS OF THE BANK AS AT 31 DECEMBER 2024 PREPARED IN ACCORDANCE WITH INTERNATIONAL FINANCIAL REPORTING STANDARDS AS ADOPTED BY THE EUROPEAN UNION

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts in EUR thousand unless otherwise stated)

CONTENTS OF FINANCIAL STATEMENTS

ANNUAL MANAGEMENT REPORT

SEPARATE AND CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

SEPARATE AND CONSOLIDATED INCOME STATEMENTS

SEPARATE AND CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

SEPARATE AND CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

SEPARATE AND CONSOLIDATED CASH FLOW STATEMENTS

Note 1 General information

Note 2 Basis of preparation and significant accounting policies

Note 3 Use of estimates and judgements in the preparation of financial statements

Note 4 Placements with the central bank

Note 5 Placements with banks and other credit, financial institutions

Note 6 Debt securities

Note 7 Loans and receivables

Note 8 Property and equipment

Note 9 Intangible assets

Note 10 Investment in subsidiaries

Note 11 Business combination

Note 12 Other assets

Note 13 Derivative financial instruments

Note 14 Due to banks and other credit institutions

Note 15 Due to customers

Note 16 Debt securities issued

Note 17 Other liabilities

Note 18 Shareholders’ equity

Note 19 Contractual commitments and contingencies

Note 20 Net interest income

Note 21 Net service fee and commission income

Note 22 Net foreign exchange gain

Note 23 Operating expenses

Note 24 Income tax

Note 25 Cash and cash equivalents

Note 26 Fair values of financial instruments

Note 27 Related party transactions

Note 28 Segment information

Note 29 Risk management

Note 30 Capital

102

Note 31 Quality of financial assets, profitability ratios and other information

103

Note 32 Events after the reporting date

103

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

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ANNUAL MANAGEMENT REPORT

Reporting period covered by the consolidated management report

The year 2024

Group companies, their contact details and the nature of their principal activities

Name	Urbo bankas UAB
Legal form Address Registration No. Date and place of registration Telephone number E-mail address Website address	Private Limited Liability Company Konstitucijos pr. 18B, LT-09308 Vilnius 112027077 24 November 1992, Vilnius (as Ancorobank KB); on 16 January 1997, reorganised into Medicinos Bankas UAB. On 1 February 2024, Medicinos Bankas UAB changed its name to Urbo Bankas UAB. 19 300 / +370 5 264 4800 info@urbo.lt www.urbo.lt
Nature of main activities	Urbo Bankas UAB is a credit institution operating on the basis of share capital, which has a licence from the Bank of Lithuania to engage in the business of accepting deposits and other repayable funds from non-professional market participants and lending such funds to them, and has the right to engage in the business of rendering other financial services, and assumes the risks and liabilities related thereto. The Bank has not purchased its own shares and there are no persons who have purchased the Bank's shares on behalf of the Bank.

Name	TG Invest-1 UAB
Legal form Address Registration No. Date and place of registration Telephone number E-mail address	Private Limited Liability Company Konstitucijos pr. 18B, LT-09308 Vilnius 302464707 17/05/2013, Vilnius +370 682 82107 turtas@urbo.lt

Nature of main activities	Real estate management and development. 100% of the company’s shares are held by Urbo Bankas UAB. The Company has not acquired any shares of the Bank (parent company).

1. An objective review of the Bank’s and the Group’s position, operations and development and an analysis of the Group’s financial performance

Vision, values and strategic directions of the Bank

In 2024, the Bank actively pursued its vision of being a universal bank, becoming the preferred choice for small and medium-sized enterprises (SMEs) and an equal competitor to other banks in the retail customer segment.

Our values – professionalism, flexibility, accountability and excellence – are the foundation of our corporate culture and help us achieve our goals. We strive to be professionals in our field and work with dedication to provide high quality services to our customers. We react quickly to changes in the market, take into account the individual needs of our customers and try to find the best solutions. We comply with legislation, high business and ethical standards, and build relationships of integrity and trust with colleagues, customers and partners. We are constantly looking for new opportunities, investing in our knowledge and sharing it with colleagues and customers.

In 2024, the Bank’s activities were developed along four (4) strategic lines: brand renewal, stable growth, improving customer experience and sustainable operations. On 1 February 2024, the Bank changed its name to Urbo Bankas UAB and throughout the year has been using various means to raise awareness of its new brand. 2024 was also a year of steady growth for the Bank, with the Bank growing in all priority segments: small and medium-sized business, mortgage and consumer finance, and successful growth in corporate and retail deposit portfolios. With a view to improving the customer service experience, the Bank integrated its subsidiary Saugus Kreditas UAB into the Bank on 16 October 2024; implemented a payment card project by issuing the Bank’s first payment cards at the end of 2024; and improved and developed remote customer service channels and tools. The Bank has voluntarily prepared a Sustainability Report for the financial year 2023 (https://urbo.lt/lt/tvarumas) to clarify its sustainability priorities and share sustainability information with its stakeholders.

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

The Bank does not conduct scientific research and is not planning activities in this area, however, with the help of third parties, performs the market research in order to assess the awareness of the Bank, consumer and customers‘ expectations and needs.

The Bank‘s main intangible resources are the brand, reputation, knowledge and competencies, customer relations, culture of the Bank and employee engagement. All these resources help the Bank to create uniqueness and a certain advantage in the market, as well as to achieve greater efficiency, innovation and loyalty, which directly contributes to the creation of long-term value and better performance of the Bank.

The Bank’s operating results

In 2024, the Group generated a net profit of EUR 7.80 million and the Bank a net profit of EUR 7.38 million.

The Group’s loan portfolio grew by EUR 84.9 million or 26% during 2024 to EUR 414.5 million at the end of the year, while customer deposits grew by EUR 74.0 million or 15.4% during the year to EUR 555.2 million at the end of the year.

In 2024, the Group’s net interest income grew by 7.3% to EUR 24.7 million, while net fee and commission income decreased by 26.9% to EUR 3.33 million. The Bank’s net interest income increased by 9.9% to EUR 22.95 million in 2024, while net fee and commission income decreased by 29.9% to EUR 3.54 million. The decline in fee and commission income was mainly due to the closure of the Bank’s customer service unit in the border regions due to the geopolitical situation, as well as a significant decrease in total cash transactions.

In 2024, the Group’s total operating income increased by 1.78% compared to the previous year and the Bank’s total operating income was 0.48% higher than in 2023.

The Group’s operating expenses in 2024 increased by EUR 1.44 million (7.5%) and the Bank’s by EUR 1.86 million (10.0%). The increase in operating expenses in the Group was driven by higher expenditure on the introduction and strengthening of the Bank’s new brand, the development of information technology and an increase in staff salaries. Operating expenses in the Bank grew faster than in the Group, as in October 2024, UAB Saugus kreditas was merged with the Bank.

The impairment of the Group’s loans and other financial assets amounted to EUR 1.0 million in 2024 (EUR 764 thousand in 2023), the overall quality of loans remained good and default rates were low.

On 31 December 2024, the Group’s assets amounted to EUR 633.01 million, an increase of EUR 84.23 million or 15.4% over the year.

The Group’s shareholders’ equity at the end of 2024 stood at EUR 64.52 million, an increase of EUR 7.3 million or 12.7% year-on-year.

The Group’s capital adequacy ratio, which reflects the Group’s risk coverage with capital and the Group’s stability, was 17.9% at 31 December 2024 (19.8% at 31 December 2023).

All key financial data are presented in the Group’s consolidated financial statements.

2. Description of the main risks and uncertainties

The Bank’s and the Group’s activities are primarily related to the use of financial instruments. The Bank accepts deposits from customers, receives loans from funds and uses these funds to provide loans to clients and invest in securities, trying to earn a higher interest margin. In order to achieve higher yields, the Bank consolidates short-term funds and provides longer-term loans at higher interest rates, while maintaining a level of liquidity sufficient to meet any liabilities that may arise.

The Bank and the Group perceive risk as any uncertainty about the outcome of ongoing economic activities that could materially affect the achievement of the Bank’s and the Group’s operational and strategic objectives, which can be defined as the result of the likelihood of an event occurring and the consequences of that event (i.e., a financial loss/likely financial loss).

Risk is inherent in the activities of the Bank and the Group and is managed through continuous identification, assessment and control processes, subject to risk limits and other controls. This risk management process is important for the continued profitability of the Bank and the Group. Every employee of the Bank and the Group participates in the risk management process to the extent that it is relevant to his/her job functions and responsibilities.

The main risks faced by the Bank and the Group are:

- credit risk,

- liquidity risk,

- market risk,

- concentration risk,

- operational risk,

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

- information and communication technology and security risks,

- compliance risk,

- money laundering, terrorist financing, fraud and international sanctions risks,

- environmental, social and governance risks,

- other risks.

Risk management

The Bank and the Group takes a holistic approach to the risk management process extending to all levels of management, applicable to all activities, and focused on continuous analysis of threats, opportunities, their interactions, performance and drivers, effective internal communication and continuous feedback.

The Bank’s and Group’s internal control system is an integral part of its risk management. The effectiveness of the risk management and internal control system is ensured through the three lines model, which is based on a clear separation of responsibilities and cooperation between the business units, the risk control units and the internal audit function.

The primary objective of the Bank and the Group’s risk management is to ensure the effective and continuous functioning of the risk management system, so that the risks incurred in the Bank’s and the Group’s activities are consistent with the Group's strategic objectives, as included in the Group’s capital planning, and the capital available is used in the Group’s activities in a manner that is efficient and profitable. The level of risk assumed must not exceed acceptable risk tolerance limits and must ensure that the Bank and the Group operates profitably within legal requirements and in line with best practice guidelines. To achieve these objectives, the Bank and the Group establish a risk appetite that limits the nature and size of the risks assumed, ensures capital and liquidity reserves to address unforeseen events. When implementing the annual capital adequacy assessment process, the capital requirement is calculated after assessing the risks and future business strategy.

The Bank identifies, measures, assesses, mitigates, monitors and manages the risks it faces in its activities. The overall risk of the Bank and the Group is constantly monitored and reported to the Bank's bodies. The Bank and the Group use various risk management tools to mitigate risk, which are selected taking into account the types of risk and their suitability for the product or client. In order to mitigate the risk assumed, the Bank ensures the borrowed funds with collateral, and in order to manage losses from exchange rate fluctuations, it enters into derivative financial instrument transactions.

Detailed information on the main risks that include financial risks, their management objectives and the primary measures to manage them is provided in Note 29 of the Notes to the 2024 Financial Statements.

Key features of the internal control and risk management systems related to the preparation of consolidated financial statements

The Group's internal control and risk management systems related to the preparation of consolidated financial statements ensure the reliability, accuracy and compliance of financial information with applicable laws and international accounting standards. The key features of these systems are: allocation of responsibilities, uniformity of accounting policies, data control and accuracy, risk identification and assessment, internal control procedures, information and communication system, IT system security and external audit supervision. These internal control and risk management systems ensure transparent, reliable and consistent preparation of financial statements, contributing to the quality of the Group's financial information and strengthening the trust of customers and partners.

3. Prudential standards and requirements applicable to Urbo Bankas UAB and the Group

The Group and the Bank are required to meet the following basic own funds requirements as well as additional capital requirements:

Basic capital or own funds requirements:

5.86 per cent Common Equity Tier 1 (CET1) of

7.81 per cent Tier 1 (T1) capital adequacy ratio of

Total capital adequacy ratio of 10.42%

Leverage ratio of 3.00%

Additional capital buffer requirements:

Capital conservation buffer requirement of 2.50%

Countercyclical capital buffer rate of 1.00% (applicable from 1 October 2023)

Liquidity coverage ratio (LCR) is one of the main measures of liquidity for financial institutions, indicating the extent to which highly liquid assets cover short-term liabilities. This indicator shows how well the Bank and the Group are prepared for short-term liquidity disruptions. In accordance with a mandatory requirement under European Union legislation, the liquidity coverage ratio (LCR) of the Bank and the Group must not be less than 100%.

Net stable funding ratio (NSFR). The indicator measures whether the Bank’s and the Group’s stable funding is sufficient to meet the Bank’s funding needs over a one-year period under both normal and stressed conditions. In accordance with

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

Regulation (EU) No. 2019/876 of the European Parliament and of the Council, the net stable funding ratio (NSFR) of the Bank and of the Group may not be less than 100% as of 28 June 2021.

Large exposure requirement, i.e., exposure to a single client or group of connected clients, such as loans granted, as well as any part of assets or off-balance sheet assets, may not exceed 25% of the Tier 1 capital of the Bank and the Group.

In 2024, the Bank and the Group complied with all prudential standards and requirements set by the Bank of Lithuania: liquidity and large exposure requirements and capital or own funds requirements.

Detailed information on the main risks and the fulfilment of the prudential standards set by the Bank of Lithuania is provided in Notes 29 and 30 of the Notes to the 2024 Financial Statements.

4. Analysis of the Bank’s and Group’s non-financial performance, environmental, human resource and other information

Social activities

In 2024, the Bank donated to the Saulius Karosas Charity and Support Foundation, Public Institution Kaunas Hospice House, Public Institution Hospice of Blessed Father Michael Sopoćko, Public Institution Lithuanian Hospice, Public Institution St. Francis Oncology Centre, the summer festival Rotušės Kolonada organised by Vilnius Town Hall, Lithuanian Basketball Federation.

Sustainability

One of the Bank’s four (4) key strategic areas is sustainability. The Group sees sustainability as an integral part of its long-term business strategy. In 2024, the Bank adopted a new version of its Sustainability Policy, which sets out how the Bank and its Group companies are committed to supporting the Paris Agreement on climate change and the United Nations Sustainable Development Goals. The Bank and the Group integrate rules and protections for the environment, human and labour rights and conduct into their policies and procedures to promote sustainability changes in society and other businesses. The Bank and the Group integrate environmental, social and governance (ESG) risks into the overall risk management and risk appetite framework and ensure that these provisions are appropriately integrated into other Bank and Group policies and internal documents. The Bank and the Group establish principles for the integration and management of sustainability in their day-to-day operations and ensure that the established goals and objectives for sustainable operation are met.

ESG risk has the greatest impact on the Bank’s and the Group’s lending activities. The Bank and the Group assess the impact of climate change risk on the loan portfolio using quantitative and qualitative information. The client’s geography and sector of activity are assessed, with a particular focus on greenhouse gas (GHG) emitting sectors and sectors that make a significant contribution to climate change mitigation, etc. International methodologies and good practices are also analysed.

The Bank’s management is periodically provided with information on the Bank’s impact on the environment and climate change. Within the Bank, electricity, heat, fuel and stationery consumption are monitored, as well as the impact of digital solutions on the Bank’s revenue, in order to make it more sustainable. The Bank aims to consistently reduce the amount of resources consumed, to protect the environment and to encourage employees to sort waste and use reusable items in their daily work.

Employees

As at 31 December 2024, the Bank and the Group had 280 and 281 employees, respectively (as at 31 December 2023, the Bank had 299 employees and the Group 309 employees). As at 31 December 2024, 76% of the Group’s employees were women and 24% were men (79% of the Group’s employees were women and 21% were men as at 31 December 2023).

The Group values the well-being of its employees as essential to its development and success, and we strive to create an inclusive and sustainable work environment for our employees, through flexibility, work-life balance, collaboration, development, learning and self-leadership opportunities. Our employees are competent, engaged and develop their skills through feedback; they build long-term, value-adding relationships with our customers.

The office will remain our main workplace, but we offer the opportunity to work remotely, which has already become a normal form of work for many of our employees. Emotional health is also an important part of employee well-being, so throughout the year the Bank organized lectures on various topics about emotional balance, work-life balance, and cooperation between different personality types.

Conflicts of interest management

The Bank has created a system for declaring interests, which is one of the corruption prevention measures, helping to identify potential areas of conflict of interest and take timely measures to manage these conflicts of interest. The Bank's employees and members of its bodies must adhere to the principles established in the Bank's Code of Ethics in their professional and daily activities: transparency and honesty, responsibility, competence, non-discrimination, respect for

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

people and their rights and freedoms, impartiality, objectivity and justice, and exemplary behavior. To prevent possible manifestations of corruption, the Bank's Conflict of Interest Management Rules clearly regulate the procedure for receiving and giving gifts. Any actions that encourage or provoke the receipt of a gift are considered a violation of these Conflict-of-Interest Rules and are prohibited. The Bank also ensures the functioning of the channel for reporting violations, therefore employees, customers, and service providers have the opportunity to anonymously report violations and criminal acts committed by employees and members of its bodies (including bribery of officials when concluding business transactions).

5. References and additional explanatory notes to the consolidated financial statements

All key financial data are presented in the Group’s consolidated financial statements.

6. Data on repurchases of own shares

The Bank and TG-Invest1 UAB, owned by the Bank, do not hold own shares.

7. Information on the Bank’s branches and representative offices

As at 31 December 2024, the Bank had 25 customer service units: 6 branches and 19 customer service divisions and subdivisions in different regions of Lithuania.

Branches of the Bank as at 31 December 2024:

Vilnius Branch, Konstitucijos pr. 18B, LT-09308 Vilnius

Kaunas Branch, Donelaičio g. 76, LT-44248 Kaunas

Klaipėda Branch, Minijos g. 90, LT-93234 Klaipėda

Šiauliai Branch, Varpo g. 25-10, LT-76298 Šiauliai

Panevėžys Branch, J. Basanavičiaus g. 3, LT-35182 Panevėžys

Lazdijai Branch, Seinų g. 5-41A, LT-67113 Lazdijai

Other Group companies had no branches or representative offices.

8. Significant events after the end of the financial year under review

On 19 December 2024, the Board of the Bank adopted a decision to discontinue the operation of the Bank’s branches in Vilnius, Kaunas, Panevėžys, Šiauliai, Lazdijai and Klaipėda as of 1 January 2025. On 1 January 2025, the Bank’s new organisational structure came into force, according to which instead of the Bank’s branches, customer service centres were established in the Vilnius region, Kaunas region, Klaipėda region and Panevėžys region.

Given that the Bank’s subsidiary TG invest-1 UAB has not been actively engaged in economic operations for the last few years, on 13 February 2025 the Board of the Bank adopted a decision to sell TG invest-1 UAB to a third party not related to the Bank. The sale is expected to close by 1 July 2025.

There were no other material post-statement events in the Bank and the Group that would require adjustment to these financial statements or disclosure.

9. Business plans and forecasts

Ensuring profitable and successful growth of the Bank’s and the Group’s operations by providing quality services to the Bank’s and the Group’s target customer segments – small and medium-sized enterprises (SMEs) and individuals – will remain the Bank’s and the Group’s key objectives.

The Bank plans to continue to consistently grow its SME, mortgage and consumer lending, as well as to increase the volume of deposits, with a focus on attracting retail deposits (up to EUR 100,000).

In 2025, the Bank will introduce new service plans and actively distribute payment cards to individuals, and by the end of 2025 it plans to introduce a business payment card and offer a payment initiation service to corporate clients.

In view of the increased regulatory requirements, the economic environment and the strategic objective of ensuring stable operations, the Bank will continue to focus on increasing its capital base. As part of this strategy, the Bank’s capital base will continue to be strengthened by the profits earned and, if necessary, a bond issue.

The Bank will continue to improve its environmental, social and governance (ESG) risk management framework, information collection and disclosure in order to adequately prepare for the submission of the Sustainability Report for 2025, which is prepared in accordance with the European Sustainability Reporting Standards.

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

10. Bank and Group information on remuneration policies and their implementation

The objective of the Bank Group’s Remuneration Policy is to establish clear principles of remuneration for work, to pay fairly and transparently for work and results, to motivate, incentivise and empower employees to increase the efficiency and quality of their work, to achieve the Bank’s and the Group’s objectives, and to retain and attract competent employees.

The principles of the Remuneration Policy are designed to be consistent with the long-term business interests, business strategy, objectives, values of the Bank and the Group and to promote sound and effective risk management, to prevent conflicts of interest, and to ensure the principles of protection of investors and clients in the provision of services by the Bank and the Group.

The Remuneration Policy of the Bank and the Group is based on the following principles:

equity – the remuneration and performance review system apply to all employees of the Bank. The salary scales for posts of equal value are the same, according to the matrix of job grades.

competitiveness – the remuneration of the Bank’s employees is determined in the light of the situation on the labour market, by comparing the remuneration of certain posts with the remuneration of similar posts or posts of similar value on the labour market.

clarity/transparency – the remuneration and performance review system is aligned with the Bank’s strategy. The remuneration of the Bank’s employees depends on the Bank’s financial capacity, the results of performance reviews, the economic situation in the country and the Bank’s budget as approved by the Board. It is possible to set the remuneration of individual employees according to the Bank’s reasonable need at a given time for the particular expertise of the employee. Every Bank employee knows where his/her post is in the matrix of job grades, what career paths are available to him/her, and how his/her performance relates to his/her remuneration.

flexibility – whenever it is necessary to recruit or retain an employee who is important to the Bank, or to manage the risks arising from employee rotation, turnover, decisions may derogate from the Policy, without prejudice to the fundamental principles of a fixed or variable remuneration component.

neutrality in relation to gender, age, origin, nationality, religion, political opinion, social status, sexual orientation – employees are paid equally for equal work or work of equal value, irrespective of their gender, age, origin, nationality, religion, political opinion, social status or sexual orientation.

The Remuneration Policy applies to the Bank’s employees, as well as to members of the Bank’s Supervisory Board, Management Board, Audit Committee who are not employees of the Bank, and to members of the Loan Committee and the Risk Management Committee. In accordance with the Remuneration Policy, members of the Bank’s supervisory body are paid a fixed remuneration and members of the management bodies are paid fixed and/or variable remuneration.

Components of the Bank’s remuneration system:

fixed remuneration, consisting of:

•a monthly salary set out in each employee’s employment contract (or a fixed component of their remuneration);

•fringe benefits (long-term benefits, allowances, etc. not related to performance).

variable remuneration, consisting of:

•annual variable component of remuneration;

•quarterly variable component of remuneration;

•cash bonuses to reward employees for individual and group work, performance, etc.

The fixed remuneration system is based on a matrix of job grades, grouping jobs into levels according to their importance to the Bank’s and the Group’s activities. The job grade is determined by an assessment of the required competence, level of responsibility, autonomy, creativity, complexity and conditions of the work.

Variable remuneration is awarded to employees for the achievement of set performance targets. The variable component and the amount to be allocated are determined based on the results of the performance review and the timeframe over which performance can be evaluated, whether quarterly or annually. The annual variable remuneration is granted only to employees whose professional activities and/or decisions are likely to have a significant impact on the nature and magnitude of the risks borne by the Bank. In any case, the variable remuneration awarded to an employee during a reference period of one year may not exceed 100% of the amount of the fixed remuneration received by the employee during the reference period of one year.

The Bank's remuneration policy stipulates that the variable part of the remuneration is either not allocated or must be reduced or withheld based on the following criteria:

The employee / committee member / Bank's board member has violated the Bank's internal regulations or external legal requirements, and as a result of this violation, the Bank has incurred losses;

The Bank's financial position has become unsustainable, its performance does not meet the targets set in the business plan, or its operations are unprofitable;

The employee's duration of employment with the Bank, or in the case of a committee / Bank board member, the period during which they performed their committee / Bank board duties;

The employee's individual performance results, the committee member's personal contribution to the committee's activities, or in the case of a Bank board member – the performance results of the Bank's board.

The Annual Variable Remuneration Fund is formed after assessing the Bank’s performance, taking into account current and future risks, the cost of capital employed and the cost of maintaining liquidity. The principles for calculating variable

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

remuneration are developed in such a way as to be consistent with the Bank’s strategy, objectives, values, long-term interests of continuing operations, and to promote sound and effective risk management, to prevent conflicts of interest, to ensure adherence to the Code of Ethics, and to ensure that the recipients are not incentivised to take excessive risks. Employees may be paid other allowances/supplements to reward individual or group performance, significant project work, or the performance of additional job functions (in addition to their job role). The provisions of the Remuneration Policy and their implementation are detailed in the rules of the remuneration system, which set out the process of meeting the objectives, the documents to be prepared and/or submitted, the provisions and criteria for granting the relevant type of remuneration, and in other internal regulations of the Bank.

Individual components of the remuneration system may also be regulated by other internal regulations of the Bank.

General quantitative information by job grade:

Year 2024	Fixed remuneration (EUR thousand)*	Variable remuneration (EUR thousand)	Number of recipients
UAB Urbo Bankas	9,411	1,445	345
Management of the Bank (the Management Board)	708	150	5
Bank employees, whose decisions could significantly impact the risk taken by the Bank, excluding the Management Board	2,195	555	37
Other Bank employees	6,508	740	303
Companies of The Group	41	2	12
The board and directors of the Group companies	22	0	4
Other employees of the Group	19	2	8
Total for the Group	9,452	1,447	357


Year 2023	Fixed remuneration (EUR thousand)*	Variable remuneration (EUR thousand)	Number of recipients
UAB Urbo Bankas	8,636	1,239	349
Management of the Bank (the Management Board)	645	182	4
Bank employees, whose decisions could significantly impact the risk taken by the Bank, excluding the Management Board	1,868	311	34
Other Bank employees	6,123	746	311
Companies of The Group	289	76	14
The board and directors of the Group companies	68	52	5
Other employees of the Group	221	24	9
Total for the Group	8,925	1,315	363

* The amounts of remuneration paid net of taxes paid by the employer.

Other employee benefits (bonuses, special allowances and incentives) were granted in accordance with the Bank’s internal regulations. All variable remuneration, bonuses, supplements and other allowances awarded in 2024 were paid in cash.

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

Awarding payments related to the termination of a contract:

Year 2024	Number of recipients	Amount of severance pay (thousand EUR)	Biggest amount for one recipient (thousand EUR)
The Bank	39	140	43
The Group companies	1	0	0

Year 2023	Number of recipients	Amount of severance pay (thousand EUR)	Biggest amount for one recipient (thousand EUR)
Bank	10	164	101
Group’s companies	5	14	4

Average salary of bank employees (excluding board members) and net profit:

	2024	2023	2022	2021	2020
Net profit, EUR thousand	7,381	8,238	5,228	4,647	3,607
Average salary, EUR thousand	2.7	2.0	2.1	1.9	1.7

11. Bank governance

The bodies of the Bank are the General Meeting of Shareholders, the Supervisory Board, the Board, and the Head of Administration. The Bank’s governing bodies are the Board of the Bank and the Head of Administration of the Bank.

The General Meeting of Shareholders is convened annually, not later than within 3 months after the end of the financial year. Extraordinary General Meetings of Shareholders may also be convened. The Board, the Supervisory Board and/or shareholders holding 1/10 of the total number of votes have the right to convene the meeting. The Law on Companies of the Republic of Lithuania provides for cases when the General Meeting of Shareholders may be convened by other persons.

The General Meeting of Shareholders is organised, voting is carried out and decisions are taken in accordance with the procedure laid down in the Law on Companies of the Republic of Lithuania.

The General Meeting of Shareholders has the exclusive right to:

amend the Articles of Association of the Bank, unless otherwise provided for by the applicable laws;

change the seat of the Bank;

elect the members of the Supervisory Board of the Bank;

remove the Bank’s Supervisory Board or its members;

appoint and recall the audit firm for the audit of the annual accounts, and set the terms of payment for audit services;

approve the Bank’s set of annual financial statements;

determine the class, number, nominal value and minimum issue price of shares to be issued by the Bank;

take a decision:

to issue convertible bonds;

to withdraw for all the shareholders the right of pre-emption in acquiring the shares or convertible bonds of a specific issue of the Bank;

to convert the Bank’s shares of one class to another, to approve the share conversion procedure;

on distribution of profit/loss;

on creation, use, reduction and termination of reserves;

to increase the authorized capital;

to reduce the authorised capital, except as otherwise provided by law;

for the Bank to purchase own shares;

on the reorganisation or separation of the Bank and the approval of the terms of the reorganisation or separation;

to restructure the Bank;

to liquidate the Bank, cancel the liquidation of the Bank, except as otherwise provided by law;

to elect and remove the liquidator of the Bank, except as otherwise provided by law.

The General Meeting of Shareholders may also decide on other matters, provided that, in accordance with the law and the Bank’s Articles of Association, such matters are not attributed to the competence of the other bodies of the Bank and that they do not constitute, in substance, the functions of the Bank’s governing bodies.

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

The Head of Administration, members of the Board and the Supervisory Board of the Bank may participate in the Bank’s General Meetings of Shareholders.

The Supervisory Board of the Bank is a collegial body supervising the activities of the Bank. The Supervisory Board of the Bank is chaired by its Chairperson. The Bank’s Supervisory Board, consisting of four (4) members, is elected by the Bank’s General Meeting of Shareholders for a period of four (4) years.

The Articles of Association of the Bank provide that there is no limit to the number of terms a member of the Bank’s Supervisory Board may serve.

Functions of the Bank’s Supervisory Board:

elects and removes the members of the Board of the Bank. If the Bank is operating at a loss, the Supervisory Board of the Bank must consider whether the members of the Board of the Bank are suitable for the position.

supervises activities of the Board and Head of Administration of the Bank.

approves the Rules of Procedure of the Supervisory Board of the Bank.

approves operational plans of the Bank.

ensures that the Bank has effective internal control and internal audit systems.

sets up the Audit Committee and approves the Audit Committee’s Rules of Procedure.

submits proposals and feedback to the Bank’s General Meeting of Shareholders on the Bank’s business strategy, the Bank’s set of annual financial statements, the project for distributing profit/loss and the Bank’s management report, as well as on the performance of the Board and the Head of Administration of the Bank.

lays down the procedure for lending, which is subject to the approval of the Bank’s Supervisory Board.

submits proposals to the Board and the Head of Administration of the Bank to revoke their decisions that contradict the laws and other legal acts, the Articles of Association of the Bank or decisions of the Bank’s General Meeting of Shareholders.

considers and decides on other matters that must be considered or decided on by the Supervisory Board of the Bank under the laws, the Articles of Association of the Bank and decisions of the Bank’s General Meeting of Shareholders.

The members of the Bank’s Supervisory Board were elected at the Bank’s Ordinary General Meeting of Shareholders on 29 March 2021 for a period of four (4) years. The term of office of the Bank’s Supervisory Board will end in March 2025.

As at 31 December 2024, the members of the Bank’s Supervisory Board were:

Name, surname	Position on the Bank’s Supervisory Board	Place of employment
Gintaras Treinys	Chairman of the Supervisory Board	Maden Holding S.A. Lithuanian Branch, reg. No. 304830982, address: Č. Sugiharos g. 3, Vilnius, Board Member, Manager MB Valdymas UAB, reg. No. 305663422, address: Č. Sugiharos g. 3, Vilnius, Director, Board Member Maden Holding S.A., reg. No. B65125, 6 Rue Heine, Luxembourg, Board Member SK Impeks Medicinos Diagnostikos Centras UAB, reg. No. 111508848, V. Grybo g. 32 A, Vilnius, Board Member Vilniaus Autotransportas UAB, reg. No. 120057853, Pakalniškių g. 9, Vilnius, shareholder
Andrius Budnikas	Member of the Supervisory Board	Maden Holding S.A. Lithuanian Branch, reg. No. 304830982, address: Č. Sugiharos g. 3, Vilnius, Board Member, Head of Business Development MB Valdymas UAB, reg. No. 305663422, address: Č. Sugiharos g. 3, Vilnius, Board Member B Cap MB, reg. No. 305770680, address: V. Žalakevičiaus g. 13-41, Vilnius, Director, owner
Vytenis Rasutis	Member of the Supervisory Board	Anchor Capital, address: 25 Eden Quay, Dublin, Ireland, Board Member
Kęstutis Jovaišas	Member of the Supervisory Board	EditAI UAB, reg. No. 306384176 Šiaulių g. 10-56, Vilnius, Director, shareholder Gooliver UAB, reg. No. 305426380 Lvovo g. 25-702,Vilnius, shareholder/partner

The remuneration of the members of the Bank’s Supervisory Board elected on 29 March 2021 was determined by the Bank’s General Meeting of Shareholders. Previously, no remuneration was paid to individuals serving on the Bank’s Supervisory Board.

In 2024, the Chairman of the Bank’s Supervisory Board was paid a monthly remuneration of EUR 6,000 (before applicable taxes).

Prior to 1 May 2023, the Chairperson of the Supervisory Board was paid a monthly remuneration of EUR 3,000 (before applicable taxes) and from 1 May 2023 a monthly remuneration of EUR 6,000 (before applicable taxes).

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

A member of the Bank’s Supervisory Board is paid a monthly remuneration of EUR 5,000 (before applicable taxes).

Prior to 1 May 2023, a member of the Supervisory Board was paid a monthly remuneration of EUR 2,000 (before applicable taxes) and from 1 May 2023 a monthly remuneration of EUR 5,000 (before applicable taxes).

No bonuses were paid to the members of the Bank’s Supervisory Board during 2023-2024.

The Board of the Bank is a collegial management body of the Bank consisting of five (5) members. The Board of the Bank governs the Bank, handles its affairs, represents it and is responsible for the proper provision of financial services of the Bank in accordance with the law. The procedure of work of the Board of the Bank is laid down in the Rules of Procedure of the Board of the Bank. The Bank’s Supervisory Board elects and removes the members of the Board of the Bank. The term of office of the Board of the Bank is four (4) years and the number of terms is not limited. If individual members of the Board of the Bank are being elected, they are elected until the end of the term of office of the existing Board of the Bank.

The amended Articles of Association of the Bank were registered on 1 February 2024. One of the amendments to the Articles of Association increased the number of members of the Bank’s Board from four (4) to five (5).

The Bank’s Board considers and approves:

the management report.

the Bank’s governance structure and staff positions, as well as the positions to which staff are recruited with the approval of the Bank’s Board.

the regulations of the branches, representative offices and other individual units of the Bank.

the regulations of the Bank’s Loan Committee and Risk Management Committee.

the procedures for writing off loans and other debt obligations.

The Board of the Bank elects/appoints and removes from office the Bank’s Head of Administration and their deputies. The Board of the Bank determines the remuneration and other terms of employment of the Head of Administration of the Bank, approves his/her job description, provides incentives to him/her and imposes penalties on him/her. The Board of the Bank defines what information is considered to be the Bank’s trade secret and confidential information.

The Board of the Bank adopts:

decisions on the Bank becoming the promoter and/or participant in other legal entities.

decisions on opening branches, representative offices and other separate units of the Bank and on terminating their activities.

decisions on the investment, transfer or lease of fixed assets with the book value exceeding 1/20 of the Bank’s authorised capital (calculated separately for each type of transaction).

decisions on the pledge and mortgage of fixed assets with the book value exceeding 1/20 of the Bank’s authorised capital (the total amount of transactions is calculated).

decisions on the issue of guarantees or surety bonds to secure obligations of other entities in the amount exceeding 1/20 of the Bank’s authorised capital.

decisions on the acquisition of fixed assets for a price exceeding 1/20 of the Bank’s authorised capital.

the Rules of Procedure of the Board.

decisions on other matters that are considered or decided by the Board under the laws and the Articles of Association of the Bank.

The Board of the Bank determines:

the procedure of issue of bonds of the Bank. When the General Meeting of Shareholders decides on the issue of convertible bonds, the Board has the right to set additional terms and conditions for the issue of such bonds and to approve the bond subscription agreements, which may be signed by the Head of Administration of the Bank or his/her authorised representative.

The Board of the Bank implements the decisions taken by the Bank’s General Meeting and the Bank’s Supervisory Board.

The Board of the Bank analyses and evaluates the materials provided by the Head of Administration of the Bank on:

the implementation of the Bank’s business plans.

the organisation of the Bank’s activities.

the Bank’s financial position.

the results of economic activity, estimates of income and expenditure, inventories and other accounting data on changes in assets.

The Board of the Bank also analyses and assesses the Bank’s set of annual financial statements and the profit/loss distribution project and, together with the management report, submits them to the Supervisory Board and the General Meeting of Shareholders of the Bank, and decides on other issues related to the Bank’s activities, if these are not within the competence of other Bank’s bodies according to the law or the Articles of Association of the Bank.

The Board of the Bank is responsible for convening and holding the Bank’s General Meetings of Shareholders in a timely manner.

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

The members of the Board of the Bank were elected at the meeting of the Bank’s Supervisory Board held on 19 March 2024. Four (4) members of the Board of the Bank took office on the date of their election by the Bank’s Supervisory Board, as they were already members of the Board of the Bank in the previous term of office. Julius Ivaška was newly elected as a member of the Board of the Bank and took up his duties as a member of the Board of the Bank on 29 May 2024, after obtaining the authorisation of the Bank of Lithuania.

As at 31 December 2024, the members of the Board of the Bank were:

Name, surname	Position on the Board of the Bank	Other positions held at the Bank
Marius Arlauskas	Chairman of the Board	Head of Administration
Igor Kovalčuk	Board Member	Deputy Head of the Administration, Director of Legal and Compliance Division
Snieguolė Kudrevičienė	Board Member	Director of Risk Division
Andrius Bernotas	Board Member	Director of Finance Division
Julius Ivaška	Board Member	Director of Business Division

The term of office of the members of the Board of the Bank ends in March 2028.

The Board Members are also employees of the Bank. Members of the Board of the Bank may receive an annual variable remuneration for their service on the Board. The average remuneration paid to 4 Board Members, which were acting one year, in 2024, including variable remuneration and bonuses (before applicable taxes), was EUR 197 thousand (EUR 182 thousand in 2023).

No bonuses were paid to the members of the Board of the Bank during 2023-2024.

Information on the principles concerning the election of the members of the Board of the Bank and the amendment of the Articles of Association of the Bank

The principles of election of the members of the Board of the Bank are governed by the Law on Companies of the Republic of Lithuania, the Law on Banks of the Republic of Lithuania and the Bank’s Articles of Association. Members of the Board of the Bank are elected by the Bank’s Supervisory Board after an assessment of the candidates for the Board in accordance with the procedures laid down by the Bank’s internal regulations, which includes an assessment of the candidate’s qualification, professional experience, reputation and other aspects. The Bank of Lithuania’s authorisation must be obtained before an elected candidate for the Board of the Bank can take office.

In the selection of the members of the Board of the Bank, the Bank does not discriminate on the basis of gender, sexual orientation, race, nationality, citizenship and social status, religion, marital and family status, age, beliefs or opinions, membership of political parties and public organisations, or circumstances unrelated to the professional qualifications of a candidate for the Board. The aim of the selection of the members of the Board of the Bank is to build an effective team that is both capable and willing to achieve the Bank’s objectives.

Amendments to the Bank’s Articles of Association are made in accordance with the Law on Companies of the Republic of Lithuania and the Bank’s Articles of Association. The Bank’s Articles of Association were last amended on 30 September 2024.

The Head of Administration is a single-person management body of the Bank who organises day-to-day activities of the Bank and performs other actions necessary to perform his/her functions, implement the decisions of the Bank’s bodies and ensure the Bank’s activities.

The Head of Administration performs the following functions:

organises day-to-day activities of the Bank.

hires and dismisses employees of the Bank, concludes and terminates employment contracts concluded with them, provides incentives to them and imposes sanctions on them. The Head of Administration is entitled to authorise another Bank employee to perform actions listed in this paragraph.

represents the Bank in dealings with other persons, in a court and arbitral tribunal without a separate authorisation.

issues and revokes authorisations to represent the Bank.

issues orders.

performs other actions necessary to perform the functions assigned to the Head of Administration, to implement the decisions of the bodies of the Bank and to ensure the Bank’s operations.

The Head of Administration is responsible for:

organising the Bank’s activities and achieving its goals.

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

drawing up a set of annual financial statements and the management report.

concluding an agreement with the audit firm.

submitting information and documents to the General Meeting of Shareholders, the Supervisory Board and the Board in the cases provided for in the laws or at the request of the respective bodies.

the submission of documents and particulars of the Bank to the manager of the Register of Legal Entities.

the submission of documents to the manager of the Register of Legal Entities.

publishing information required by laws and other regulations in sources specified in the Articles of Association of the Bank.

submitting information to the shareholders.

drawing up the list of shareholders of the Bank and submitting it to the Register of Legal Entities.

fulfilling other duties provided for in laws and regulations, Articles of Association of the Bank and job description of the Head of Administration of the Bank.

The Head of Administration of the Bank acts on behalf of the Bank and has the right to conclude transactions unilaterally, except as otherwise provided for in the laws, the Articles of Association of the Bank or decisions of the Bank’s bodies.

Committees of the Bank

The Bank has permanent non-structural units, i.e., the Audit Committee, the Loan Committee and the Risk Management Committee. The procedure for the setting up and operation of these Bank Committees, as well as the competence requirements for the members of these Bank Committees, are set out in the legislation of the supervisory authority, the Bank’s Articles of Association, the regulations of the relevant Bank Committees and other documents adopted by the Bank’s bodies.

The Loan Committee examines loan application documents, decides on the granting of loans and changes to their terms, assesses the risk of the loan, makes proposals on the granting of loans, the interest rate on loans, the improvement of loan administration procedures and performs other functions as set out in the Loan Committee’s regulations. The Loan Committee is set up and its activities are supervised by the Board of the Bank.

As at 31 December 2024, the members of the Loan Committee were:

	Name, surname
Chairwoman	Jurgita Kveragienė
Members:	Vaidas Vyšniauskas
	Mindaugas Bičkauskas
	Agnė Naujokaitienė
	Eglė Juknienė

The Risk Management Committee identifies, assesses, monitors and controls all risks to which the Bank and the Group are exposed, monitors acceptable risk parameters and performs other functions as set out in the Risk Management Committee’s regulations. The Risk Management Committee is set up and its activities are supervised by the Board of the Bank.

As at 31 December 2024, the members of the Risk Management Committee were:

	Name, surname
Chairwoman	Milda Vasiliauskienė
Members:	Laura Karpinskienė
	Lina Bertašienė
	Vida Vabolienė
	Gražina Vilimienė

The Audit Committee monitors the effectiveness of the Bank’s internal quality control, risk management systems and internal audit, monitors and ensures the smooth organisation of the audit process of the Bank’s and the Group’s financial statements, is responsible for conducting the selection procedure of the external audit firm for the audit of the Bank’s and the Group’s financial statements, coordinates and evaluates the work of the Bank’s Internal Audit Department, ensures the appropriate and timely submission of information on the Audit Committee’s activities, the oversight of the audit firm, the processes of its selection, appointment and replacement to the Bank’s Supervisory Board, the Bank’s General Meeting of Shareholders and the competent authorities.

As at 31 December 2024, the members of the Audit Committee were:

	Name, surname
Chairwoman	Kristina Rinkevičienė
Members:	Kęstutis Jovaišas
	Jūratė Zarankienė

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

The remuneration paid to the members of the Audit Committee is set by the Bank’s Supervisory Board. In 2024, members of the Audit Committee were paid a monthly fee of EUR 2,000 (before applicable taxes).

12. Internal control over the activities of the Bank and the Group

The internal control requirements for the Bank’s and the Group’s activities are set out in the laws, the supervisory authority’s regulations and the Bank’s and the Group’s internal regulations.

Internal control over the Bank’s activities is ensured by a sound and properly functioning internal control system:

an appropriate organisational structure of the Bank and the Group that ensures separation of functions and vertical and horizontal lines of responsibility;

an internal information system, a communication system of the Bank’s bodies, enabling timely decision-making.

staff responsibilities and competences;

dual control of operational procedures, risk control and management;

adequate internal control procedures;

periodic assessment of the internal control system and remediation of any weaknesses found.

An effective internal control system ensures only moderate, not absolute, achievement or maintenance of the Bank’s and Group’s objectives. Organisational changes and the attitudes of supervisors can have a significant impact on the effectiveness of internal control and the staff who implement the system, so the Bank and the Group regularly review and update controls and keep staff informed of changes.

The Internal Audit Department is the Bank’s internal audit unit that develops methods for assessing the internal control system, examines and assesses the adequacy and effectiveness of the Bank’s internal control and risk management systems, the application of individual internal control procedures, checks that the risks taken are within the Bank’s risk limits and that the Bank complies with the requirements of the law and the supervisory authority, monitors the implementation of the Bank’s business strategy, the Bank’s policies and compliance with the Bank’s policies and procedures, and performs other functions as set out in its regulations. The Internal Audit function is permanent and independent of the Bank’s other structural units and staff. The Bank’s Supervisory Board approves the Internal Audit Policy. The job descriptions of the staff of the Internal Audit Department, the rules for the conduct of internal audit and the work plan are approved by the Audit Committee.

13. Information on related-party transactions

The Bank and the Group, when entering into transactions with related parties, apply arm’s length terms and conditions.

14. Information on existing restrictions on voting rights

Voting rights are not restricted. Pursuant to the decision of the European Central Bank of 5 March 2021, the shareholders of the Bank have transferred all voting rights at the Bank's General Meeting of Shareholders to MB Valdymas UAB (registration No. 305663422, address: Č. Sugiharos g. 3, Vilnius).

12 March 2025

Chairman of the Board and Head of Administration		M. Arlauskas

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

Corporate Governance Report of the Bank

(Annex to the Management Report for 2024)

1. Reference(s) to the applicable Corporate Governance Code(s) and where it/they is/are published and/or a reference to all publicly available information on corporate governance practices

The Bank, in accordance with Article 12(3) of the Law on Securities of the Republic of Lithuania and Clause 24.5 of the Listing Rules of Nasdaq Vilnius AB, discloses its compliance with the Corporate Governance Code for Companies Listed on the Nasdaq Vilnius stock exchange and its specific provisions or recommendations. Where this Code or any of its provisions or recommendations are not complied with, the specific provisions or recommendations that are not complied with and the reasons for non-compliance are stated, together with other explanatory information. The Bank follows the version of the Corporate Governance Code for Companies Listed on Nasdaq Vilnius AB approved on 15 January 2019 and the corporate governance report form prepared in accordance with it.

2. In the event of a deviation from, and/or non-compliance with the applicable provisions of Corporate Governance Code(s), the provisions being deviated from and/or not complied with and the reasons for it

Information on compliance/non-compliance with the provisions of the Corporate Governance Code for Companies Listed on Nasdaq Vilnius AB is presented in a structured manner in Table 2.

2. Structured table for disclosure:

PRINCIPLES/RECOMMENDATIONS	YES / NO / NOT APPLICABLE	COMMENT
Principle No. 1: General Meeting of Shareholders, equitable treatment of shareholders, and shareholders’ rights The corporate governance framework should ensure the equitable treatment of all shareholders. The corporate governance framework should protect the rights of shareholders.
1.1. All shareholders should be provided with access to the information and/or documents established in the legal acts and to participate in decision making important to the company on equal terms.	Yes	The voting rights and other non-property rights of the Bank’s shareholders are exercised by MB Valdymas UAB, to which the Bank’s shareholders have contractually assigned their voting rights and other non-property rights at the Bank’s General Meeting of Shareholders, in accordance with the decision of the European Central Bank of 5 March 2021. The Bank ensures that persons representing MB Valdymas UAB and exercising voting and other non-property rights of the Bank’s shareholders have equal access to information provided for by the legislation, in accordance with the principles of objectivity, promptness, impartiality and equality.
1.2. It is recommended that the company’s capital should consist only of the shares that grant the same rights to voting, ownership, dividends and other rights to all of their holders.	Yes	The Bank’s authorised capital consists of 86,983,615 ordinary registered shares. All shares of the Bank grant the same rights. One share gives one vote.
1.3. It is recommended that investors should have access to the information concerning the rights attached to the shares of the new issue or those issued earlier in advance, i.e., before they purchase shares.	Not applicable	The shares of the Bank, as a private limited liability company, are not traded on a stock exchange.
1.4. Exclusive transactions that are particularly important to the company, such as transfer of all or almost all assets of the company which in principle would mean the transfer of the company, should be subject to approval of the General Meeting of Shareholders.	No	The Bank’s Articles of Association provide that decisions on the disposal of assets with a book value exceeding 1/20 of the Bank’s authorised capital are taken by the Board of the Bank. However, the decision on the transfer of the business, i.e., if the transaction involves the transfer of the Bank’s shares, is taken by the Bank’s shareholders.

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

1.5. Procedures for convening and attending a General Meeting of Shareholders should provide shareholders with equal opportunities to participate in the General Meeting of Shareholders and should not prejudice the rights and interests of shareholders. The chosen venue, date and time of the General Meeting of Shareholders should not prevent active participation of shareholders at the general meeting. In the notice of the General Meeting of Shareholders being convened, the company should specify the last day on which the proposed draft resolutions should be submitted at the latest.	Yes	The procedure for organising and participating in the Bank’s General Meeting of Shareholders is regulated by the Bank’s Articles of Association.
1.6. With a view to ensuring the right of shareholders living abroad to access the information, it is recommended, where possible, that documents prepared for the General Meeting of Shareholders in advance should be announced publicly not only in Lithuanian language but also in English and/or other foreign languages in advance. It is recommended that the minutes of the General Meeting of Shareholders after the signing thereof and/or adopted decisions should be made available publicly not only in Lithuanian language but also in English and/or other foreign languages. It is recommended that this information should be placed on the website of the company. Such documents may be published to the extent that their public disclosure is not detrimental to the company or the company’s commercial secrets are not revealed.	Not applicable	The voting rights and other non-property rights of the Bank’s shareholders are exercised by MB Valdymas UAB, in accordance with the decision of the European Central Bank of 5 March 2021. Information is provided directly to the representatives of this legal entity in Lithuanian.
1.7. Shareholders who are entitled to vote should be provided with the opportunity to vote at the General Meeting of Shareholders both in person and in absentia. Shareholders should not be prevented from voting in writing in advance by completing the general voting ballot.	Yes	The Bank’s Articles of Association provide that the Bank’s shareholders are given the opportunity to vote at the Bank’s General Meeting of Shareholders either by attending the General Meeting of Shareholders in person or by completing a general ballot paper in advance by means of electronic communications.
1.8. With a view to increasing the shareholders’ opportunities to participate effectively at General Meetings of Shareholders, it is recommended that companies should apply modern technologies on a wider scale and thus provide shareholders with the conditions to participate and vote in General Meetings of Shareholders via electronic means of communication. In such cases the security of transmitted information must be ensured, and it must be possible to identify the participating and voting person.	Yes	The Bank’s Articles of Association provide that the Bank’s shareholders are given the opportunity to vote at the Bank’s General Meeting of Shareholders either by attending the General Meeting of Shareholders in person or by completing a general ballot paper in advance by means of electronic communications.
1.9. It is recommended that the notice on the draft decisions of the General Meeting of Shareholders being convened should specify new candidatures of members of the collegial body, their proposed remuneration and the proposed audit company if these issues are included into the agenda of the General Meeting of Shareholders. Where it is proposed to elect a new member of the collegial body, it is recommended that the information about his/her educational background, work experience and other managerial positions held (or proposed) should be provided.	Yes	The procedure for organising the Bank’s General Meeting of Shareholders is regulated by the Bank’s Articles of Association. All information necessary for the decisions to be taken at the Bank’s General Meeting of Shareholders shall be detailed in the notice convening the General Meeting of Shareholders. The assessment of the suitability and appointment of the Bank’s managers, as defined in the Law on Banks of the Republic of Lithuania, are subject to specific legal requirements, and therefore detailed information on the candidates for the Bank’s Supervisory Board should be provided. No members of the Bank’s Supervisory Board were elected in 2024.
1.10. Members of the company’s collegial management body, heads of the administration or other competent persons related to the company who can provide information related to the agenda of the General Meeting of Shareholders should take part in the General Meeting of Shareholders. Proposed candidates to member of the collegial body should also participate in the General Meeting of Shareholders in case the election of new members is included into the agenda of the General Meeting of Shareholders.	Yes	The Bank’s General Meeting of Shareholders shall be attended by persons who can provide information relevant to the agenda of the Bank’s General Meeting of Shareholders. The Bank’s Articles of Association also provide that members of the Bank’s Supervisory Board, members of the Board, the Head of Administration, the auditor who has prepared the auditor’s report and the audit report on the financial statements are

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

		entitled to attend and speak at the Bank’s General Meeting of Shareholders.
Principle No. 2: Supervisory Board 2.1. Functions and liability of the Supervisory Council The Supervisory Council of the company should ensure representation of the interests of the company and its shareholders, accountability of this body to the shareholders and objective monitoring of the company’s operations and its management bodies as well as constantly provide recommendations to the management bodies of the company. The Supervisory Council should ensure the integrity and transparency of the company’s financial accounting and control system.
2.1.1. Members of the Supervisory Board should act in good faith, with care and responsibility for the benefit and in the interests of the company and its shareholders and represent their interests, having regard to the interests of employees and public welfare.	Yes	The Rules of Procedure of the Supervisory Board stipulate that the members of the Supervisory Board of the Bank have a duty to act honestly, diligently, responsibly and reasonably in the best interests of the Bank and in the interests of the Bank’s employees and the public good.
2.1.2. Where decisions of the Supervisory Board may affect the interests of the company’s shareholders differently, the Supervisory Board should treat all shareholders impartially. It should ensure that shareholders are properly informed about the company’s strategy, risk management and control and resolution of conflicts of interest.	Yes	The Bank’s Supervisory Board ensures that the company exercising the voting rights and other non-property rights of the Bank’s shareholders, MB Valdymas UAB, is informed about the Bank’s strategy, risk management and control.
2.1.3. The Supervisory Board should be impartial in passing decisions that are significant for the company’s operations and strategy. Members of the Supervisory Board should act and pass decisions without an external influence from the persons who elected them.	Yes	In making its decisions, the Bank’s Supervisory Board is guided by legal requirements. The Rules of Procedure of the Supervisory Board lay down the duty of the members of the Supervisory Board of the Bank to act honestly, diligently, responsibly and reasonably in the best interests of the Bank and in the interests of the Bank’s employees and the public good and to maintain, under all conditions, the independence of their analysis, decision-making and actions, to be loyal to the Bank, not to seek or accept any undue advantage which may compromise their independence, and to express their objection clearly in the event that they consider that a decision of the Bank’s Supervisory Board may be prejudicial to the Bank.
2.1.4. Members of the Supervisory Board should clearly voice their objections in case they believe that a decision of the Supervisory Board is against the interests of the company. Independent members of the Supervisory Board should: a) maintain independence of their analysis and decision-making; b) not seek or accept any unjustified privileges that might compromise their independence.	Yes	The Bank ensures that the members of the Bank’s Supervisory Board are able to express their views on all items on the agenda of the Bank’s Supervisory Board meeting, as provided for in the Rules of Procedure of the Supervisory Board, and that the dissenting opinions of the participants in the meeting are annexed to the minutes of the Bank’s Supervisory Board meeting.
2.1.5. The Supervisory Board should oversee that the company’s tax planning strategies are designed and implemented in accordance with the legal acts in order to avoid faulty practice that is not related to the long-term interests of the company and its shareholders, which may give rise to reputational, legal or other risks.	Yes	The Bank’s Supervisory Board, in the exercise of its functions under the law and the Bank’s Articles of Association, supervises the Bank’s activities to ensure that the Bank’s strategies are implemented in accordance with the law.
2.1.6. The company should ensure that the Supervisory Board is provided with sufficient resources (including financial) to discharge its duties, including the right to obtain all the necessary information or to seek independent professional advice from external legal, accounting or other experts on	Yes	The Bank ensures that the Bank’s Supervisory Board is adequately resourced (provision of a secretary for the meetings of the Bank’s Supervisory Board, provision of technical facilities for remote meetings). The Rules of

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

matters pertaining to the competence of the Supervisory Board and its committees.		Procedure of the Supervisory Board also provide that each member of the Bank’s Supervisory Board, subject to the approval of the Bank’s Supervisory Board, shall have the right, in accordance with the Bank’s procedure for the purchase of goods and services, to seek independent professional advice on behalf of the Bank from external legal, accounting or other specialists on matters within the competence of the Supervisory Board of the Bank.
2.2. Formation of the Supervisory Board The procedure for the formation of the Supervisory Board should ensure proper resolution of conflicts of interest, and effective and fair corporate governance.
2.2.1. The members of the Supervisory Board elected by the General Meeting of Shareholders should collectively ensure the diversity of qualifications, professional experience and competences and seek for gender equality. With a view to maintaining a proper balance between the qualifications of the members of the Supervisory Board, it should be ensured that members of the Supervisory Board, as a whole, should have diverse knowledge, opinions and experience to duly perform their tasks.	Yes / No	The members of the Bank’s Supervisory Board, elected at the Bank’s General Meeting of Shareholders held on 29 March 2021, collectively ensure a diversity of qualifications, professional experience and competences. Gender balance in the Bank’s Supervisory Board is not ensured.
2.2.2. Members of the Supervisory Board should be appointed for a specific term, subject to individual re-election for a new term in office in order to ensure necessary development of professional experience.	Yes	The Bank’s Articles of Association provide that the Bank’s Supervisory Board, consisting of four (4) members, is elected by the Bank’s General Meeting of Shareholders for a term of four (4) years. There is no limit to the number of terms of office of the members of the Bank’s Supervisory Board.
2.2.3. Chair of the Supervisory Board should be a person whose current or past positions constitute no obstacle to carry out activities impartially. A former manager or management board member of the company should not be immediately appointed as a chair of the Supervisory Council either. Where the company decides to depart from these recommendations, it should provide information on the measures taken to ensure operational impartiality.	Yes	The person holding the position of Chair of the Bank’s Supervisory Board does not hold any other position in the Bank.
2.2.4. Each member should devote sufficient time and attention to perform his/her duties as a member of the Supervisory Board. Each member of the Supervisory Board should undertake to limit his/her other professional obligations (particularly the managing positions in other companies) so that they would not interfere with the proper performance of the duties of a member of the Supervisory Board. Should a member of the Supervisory Board attend less than a half of the meetings of the Supervisory Board throughout the financial year of the company, the shareholders of the company should be notified thereof.	Yes/No	The minutes of the meetings of the Bank’s Supervisory Board record the attendance of each member of the Bank’s Supervisory Board at the meeting. A meeting of the Bank’s Supervisory Board is deemed to have been held if more than 1/2 of the members of the Bank’s Supervisory Board were present. Thirty-six (36) meetings of the Bank’s Supervisory Board were held in 2024. There is no provision for informing the Bank’s shareholders about the attendance of the members of the Bank’s Supervisory Board meetings.
2.2.5. When it is proposed to appoint a member of the Supervisory Board, it should be announced which members of the Supervisory Board are deemed to be independent. The Supervisory Board may decide that, despite the fact that a particular member meets all the criteria of independence, he/she cannot be considered independent due to special personal or company-related circumstances.	Yes	All information on candidates for the Bank’s Supervisory Board is provided in advance of the Bank’s General Meeting of Shareholders.
2.2.6. The amount of remuneration to members of the Supervisory Board for their activity and participation in meetings of the Supervisory Board should be approved by the General Meeting of Shareholders.	Yes	The remuneration of the members of the Bank’s Supervisory Board who were elected at the Bank’s General Meeting of Shareholders on 29 March 2021 was

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

		determined by the Bank’s General Meeting of Shareholders.
2.2.7. Every year the Supervisory Board should carry out an assessment of its activities. It should include evaluation of the structure of the Supervisory Board, its work organisation and ability to act as a group, evaluation of the competence and work efficiency of each member of the Supervisory Board, and evaluation whether the Supervisory Board has achieved its objectives. The Supervisory Board should, at least once a year, make public respective information about its internal structure and working procedures.	Yes	At least once a year, the Bank conducts an assessment of the effectiveness of the Bank’s internal governance system, during which the Bank’s Supervisory Board assesses its own performance. The Bank’s Articles of Association require the Bank’s Supervisory Board to report to the Bank’s General Meeting of Shareholders at least once a year or upon its request.
Principle No. 3: Board 3.1. Functions and liability of the Board The Board should ensure the implementation of the company’s strategy and good corporate governance with due regard to the interests of its shareholders, employees and other interest groups.
3.1.1. The Board should ensure the implementation of the company’s strategy approved by the Supervisory Board if the latter has been formed at the company. In such cases where the Supervisory Board is not formed, the Board is also responsible for the approval of the company’s strategy.	Yes		The Board of the Bank ensures the implementation of the Strategic Business Plan 2024-2026 of Urbo Bankas UAB approved by the Bank’s Supervisory Board on 29 November 2023.
3.1.2. As a collegial management body of the company, the Board performs the functions assigned to it by the Law and in the Articles of Association of the company, and in such cases where the Supervisory Board is not formed in the company, it performs inter alia the supervisory functions established in the Law. By performing the functions assigned to it, the Board should take into account the needs of the company’s shareholders, employees and other interest groups by respectively striving to achieve sustainable business development.	Yes		Given that the Bank has a Supervisory Board, the Bank’s Board performs the functions assigned to it by the legislation and the Bank’s Articles of Association. The Rules of Procedure of the Board provide that the members of the Board of the Bank shall observe the duty to act honestly, diligently, responsibly and reasonably in the best interests of the Bank and in the interests of its employees and the public good.
3.1.3. The Board should ensure compliance with the laws and the internal policy of the company applicable to the company or a group of companies to which this company belongs. It should also establish the respective risk management and control measures aimed at ensuring regular and direct liability of managers.	Yes		In the exercise of the functions assigned to it by the legislation and the Bank’s Articles of Association, the Board of the Bank ensures that the Bank complies with the legislation and the policies approved by the Bank’s Supervisory Board, and determines the risk management and control measures, the reporting procedures and the frequency of reporting.
3.1.4. The Board should also ensure that the measures included in the OECD Good Practice Guidelines on Internal Controls, Ethics and Compliance are applied at the company in order to ensure adherence to the applicable laws, rules and standards.	Yes / No		The Board of the Bank ensures that the Bank has an effective system of internal control and that ethical and professional standards are established and promoted. The Bank has a declaration of interests system and a whistleblowing channel.
3.1.5. When appointing the manager of the company, the Board should take into account the appropriate balance between the candidate’s qualifications, experience and competence.	Yes		The appointment of the Head of Administration of the Bank is subject to an assessment of his/her suitability for the position, as well as the authorisation of the supervisory authority.
3.2. Formation of the Board
3.2.1. The members of the Board elected by the Supervisory Board or the General Meeting of Shareholders (if the Supervisory Board is not formed) should collectively ensure the diversity of qualifications, professional experience and competences and seek for gender equality. With a view to maintaining a proper balance between the qualifications of the members of the Board, it should be ensured that members of the Board, as a whole, should have diverse knowledge, opinions and experience to duly perform their tasks.	Yes		The Supervisory Board of the Bank assesses the qualifications, professional experience and competence of the members of the Board of the Bank before they are elected. A candidate for the Board of the Bank may take up his/her duties only with the authorisation of the supervisory authority, which also assesses the suitability of candidates for the Board of the Bank.

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

3.2.2. Names and surnames of the candidates to the Board, information on their educational background, qualifications, professional experience, current positions, other important professional obligations and potential conflicts of interest should be disclosed without violating the requirements of the legal acts regulating the handling of personal data at the meeting of the Supervisory Board in which the Board or individual members thereof are elected. In the event that the Supervisory Board is not formed, the information specified in this paragraph should be submitted to the General Meeting of Shareholders. The Board should, on yearly basis, collect data provided for in this paragraph on its members and disclose it in the company’s annual report.	Yes	Information on candidates for the Board of the Bank is submitted to the Bank’s Supervisory Board prior to the meeting at which the election of the members of the Board is to be discussed. Information on the members of the Board of the Bank is disclosed in the Bank’s annual management report.
3.2.3. All new members of the Board should be familiarised with their duties and the structure and operations of the company.	Yes	New members of the Board of the Bank are familiarised with the Bank’s business strategy, organisational structure and activities, as well as with their duties as a member of the Bank’s Board.
3.2.4. Members of the Board should be appointed for a specific term, subject to individual re-election for a new term in office in order to ensure necessary development of professional experience and frequent re-approval of their status.	Yes	The Bank’s Articles of Association provide that the Board of the Bank, consisting of five (5) members, is elected by the Bank’s Supervisory Board for a term of four (4) years. If individual members of the Board of the Bank are being elected, they shall be elected only for the remainder of the term of office of the existing Board.
3.2.5. Chair of the Board should be a person whose current or past positions constitute no obstacle to carry out activities impartially. Where the Supervisory Board is not formed, the former manager of the company should not be immediately appointed as a Chair of the Board. Where the company decides to depart from these recommendations, it should provide information on the measures taken to ensure operational impartiality.	Yes	Pursuant to Article 33(2) of the Law on Banks of the Republic of Lithuania, the Chair of the Board of the Bank is also the Head of Administration of the Bank.
3.2.6. Each member should devote sufficient time and attention to perform his/her duties as a member of the Board. If a Board member attended less than half of the Board meetings during the financial year of the company, the company’s Supervisory Board should be informed thereof (if the Supervisory Board is not formed in the company – the General Meeting of Shareholders).	Yes	The minutes of the meetings of the Board of the Bank record the attendance of each member of the Board at the meeting. A meeting of the Board of the Bank is deemed to have been held if at least three (3) Board members were present. One hundred and two (102) meetings of the Board of the Bank were held in 2024. There is no provision for informing the Bank’s Supervisory Board about the attendance of the members of the Board meetings.
3.2.7. In the event that the Board is elected in the cases established by the Law where the Supervisory Board is not formed at the company, and some of its members will be independent, it should be announced which members of the Board are deemed as independent. The Board may decide that, despite the fact that a particular member meets all the criteria of independence provided for in the Law, he/she cannot be considered independent due to special personal or company-related circumstances.	Not applicable	The Bank has a Supervisory Board.
3.2.8. The amount of remuneration to members of the Board for their activity and participation in meetings of the Board should be approved by the General Meeting of Shareholders.	Yes	The Bank’s Articles of Association provide that members of the Board of the Bank may be paid bonuses for serving on the Board in accordance with the law. In 2024, the members of the Board of the Bank did not receive any remuneration for their service on the Bank’s Board.
3.2.9. The members of the Board should act in good faith, with care and responsibility for the benefit and the interests of the company and its shareholders with due regard to other stakeholders. When adopting decisions, they should not act in their personal interest; they should be subject to no-compete	Yes	The Rules of Procedure of the Board lay down the duty of the members of the Board of the Bank to act honestly, diligently, responsibly and reasonably in the best interests of the Bank and in the

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

agreements and they should not use the business information or opportunities related to the company’s operations in violation of the company’s interests.		interests of the Bank’s employees and the public good and to maintain, under all conditions, the independence of their analysis, decision-making and actions, to be loyal to the Bank, not to seek or accept any undue advantage which may compromise their independence, and to express their objection clearly in the event that they consider that a decision of the Board of the Bank may be prejudicial to the Bank.
3.2.10. Every year the Board should carry out an assessment of its activities. It should include evaluation of the structure of the Board, its work organisation and ability to act as a group, evaluation of the competence and work efficiency of each member of the Board, and evaluation whether the Board has achieved its objectives. The Board should, at least once a year, make public respective information about its internal structure and working procedures in observance of the legal acts regulating the processing of personal data.	Yes	At least once a year, the Bank conducts an assessment of the effectiveness of the Bank’s internal governance system, during which the Board of the Bank assesses its own performance. The results of this assessment are presented to the Bank’s Supervisory Board.
Principle No. 4: Rules of Procedure of the Supervisory Board and the Board of the company The Rules of Procedure of the Supervisory Board, if it is formed in the company, and of the Board should ensure efficient operation and decision-making of these bodies and promote active cooperation between the company’s management bodies.
4.1. The Board and the Supervisory Board, if the latter is formed in the company, should act in close cooperation in order to attain benefit for the company and its shareholders. Good corporate governance requires an open discussion between the Board and the Supervisory Board. The Board should regularly and, where necessary, immediately inform the Supervisory Board about any matters significant for the company that are related to planning, business development, risk management and control, and compliance with the obligations within the company. The Board should inform the Supervisory Board about any derogations in its business development from the previously formulated plans and objectives by specifying the reasons thereof.	Yes		The activities of the Bank’s Supervisory Board and the Board are governed by the legislation, the Bank’s Articles of Association, the Rules of Procedure of the Supervisory Board and the Rules of Procedure of the Board. The Rules of Procedure of the Supervisory Board provide that the Chair of the Supervisory Board shall ensure proper communication and cooperation between the Supervisory Board and the Board of the Bank. All members of the Board of the Bank or its individual members are invited to attend meetings of the Bank’s Supervisory Board, depending on the nature of the items on the agenda of the Bank’s Supervisory Board meeting.
4.2. It is recommended that meetings of the company’s collegial bodies should be held at the respective intervals, according to the pre-approved schedule. Each company is free to decide how often meetings of the collegial bodies should be convened but it is recommended that they be held in such a way as to ensure uninterrupted resolution of essential issues of the company’s governance. Meetings of the company’s collegial bodies should be convened at least once per quarter.	Yes		The Rules of Procedure of the Supervisory Board stipulate that meetings of the Bank’s Supervisory Board shall be held at least once a month. In 2024, the meetings of the Bank’s Supervisory Board were organised in accordance with the meeting plan approved at the beginning of the calendar year. The Rules of Procedure of the Board provide that the Bank’s Board meets at least once a week. Extraordinary meetings of the Bank’s Supervisory Board or the Bank’s Board may be convened if necessary.

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

4.3. Members of a collegial body should be notified of the meeting being convened in advance so that they would have sufficient time for proper preparation for the issues to be considered at the meeting and a fruitful discussion could be held and appropriate decisions could be adopted. Along with the notice of the meeting being convened all materials relevant to the issues on the agenda of the meeting should be submitted to the members of the collegial body. The agenda of the meeting should not be changed or supplemented during the meeting, unless all members of the collegial body present at the meeting agree with such change or supplement to the agenda, or certain issues that are important to the company require immediate resolution.	Yes	The Rules of Procedure of the Supervisory Board and the Rules of Procedure of the Board provide for the procedure for convening meetings of the Bank’s Supervisory Board and the Bank’s Board respectively. Members of the Bank’s Supervisory Board or members of the Bank’s Board are informed in advance of the meeting. All materials relating to the agenda of the meeting are submitted with this notice.
4.4. In order to coordinate the activities of the company’s collegial bodies and ensure effective decision-making process, the chairs of the company’s collegial supervision and management bodies should mutually agree on the dates and agendas of the meetings and cooperate closely in resolving other matters related to corporate governance. Meetings of the company’s Supervisory Board should be open to members of the Board, particularly in such cases where issues concerning the removal of the Board members, their responsibility or remuneration are discussed.	Yes	All members of the Board of the Bank or its individual members are invited to attend meetings of the Bank’s Supervisory Board, depending on the nature of the items on the agenda of the Bank’s Supervisory Board meeting.
Principle No. 5: Nomination, Remuneration and Audit Committees 5.1. Purpose and formation of the committees The committees formed in the company should increase the work efficiency of the Supervisory Board or, where the Supervisory Board is not formed, of the Board which performs the supervisory functions by ensuring that decisions are based on due consideration, and help organise its work in such a way that the decisions it takes would be free of material conflicts of interest. Committees should exercise independent judgement and integrity when performing their functions and provide the collegial body with recommendations concerning the decisions of the collegial body.
5.1.1. Taking due account of the company-related circumstances and the chosen corporate governance structure, the Supervisory Board of the company or, in cases where the Supervisory Board is not formed, the Board which performs the supervisory functions, forms the committees. It is recommended that the collegial body should form the Nomination, Remuneration and Audit Committees.	Yes / No	Pursuant to Article 36(1) of the Law on Banks of the Republic of Lithuania, the Bank is not classified as a bank significant due to its size, organisational structure and the nature, scope and complexity of its activities, and is therefore not obliged to set up a Nomination and Remuneration Committees. The Bank has only an Audit Committee.
5.1.2. Companies may decide to set up less than three committees. In such case, companies should explain in detail why they have chosen the alternative approach, and how the chosen approach corresponds to the objectives set for the three different committees.	Not applicable	Pursuant to Article 36(1) of the Law on Banks of the Republic of Lithuania, the Bank is not classified as a bank significant due to its size, organisational structure and the nature, scope and complexity of its activities, and is therefore not obliged to set up a Nomination and Remuneration Committees.
5.1.3. In the cases established by the legal acts, the functions assigned to the committees formed within companies may be performed by the collegial body itself. In such case, the provisions of this Code pertaining to the committees (particularly those related to their role, operation and transparency) should apply, where relevant, to the collegial body as a whole.	Yes	Pursuant to Article 36(1) of the Law on Banks of the Republic of Lithuania, the Bank is not classified as a bank significant due to its size, organisational structure and the nature, scope and complexity of its activities, and is therefore not obliged to set up a Nomination and Remuneration Committees.

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

5.1.4. Committees established by the collegial body should normally be composed of at least three members. Subject to the requirements of the legal acts, the committees could be comprised only of two members as well. Members of each committee should be selected on the basis of their competences by giving priority to independent members of the collegial body. The Chair of the Board should not serve as the Chair of the committees.	Yes	The Bank’s committees are composed of: the Audit Committee – three (3) members, the Loan Committee – five (5) members, the Risk Management Committee – five (5) members. The Chairman of the Board of the Bank is not a member of any Bank committee.
5.1.5. The authority of each committee formed should be determined by the collegial body itself. Committees should perform their duties according to the authority delegated to them and inform the collegial body about their activities and performance on a regular basis. The authority of each committee defining its role and specifying its rights and duties should be made public at least once a year (as part of the information annually disclosed by the company on its governance structure and practice). In compliance with the legal acts regulating the processing of personal data, companies should also include in their annual reports the statements of the existing committees on their composition, the number of meetings and attendance over the year as well as the main directions of their activities and performance.	Yes / No	The powers and accountability of the Audit Committee, the Loan Committee and the Risk Management Committee of the Bank are set out in the Regulations of the Audit Committee approved by the Bank’s Supervisory Board, the Regulations of the Loan Committee and the Regulations of theRisk Management Committee approved by the Board of the Bank. The Bank publishes information on the composition and functions of the Bank committees in its annual management report, but it does not include information on the number of meetings of the Bank committees and the attendance of the relevant members of the Bank committee during the preceding year. This information is presented in the Bank committee’s annual activity report to the Bank’s Supervisory Board or the Board, as appropriate.
5.1.6. With a view to ensuring the independence and impartiality of the committees, the members of the collegial body who are not members of the committees should normally have a right to participate in the meetings of the committee only if invited by the committee. A committee may invite or request that certain employees of the company or experts would participate in the meeting. Chairs of each committee should have the possibility to maintain direct communication with the shareholders. Cases in which such practice is to be applied should be specified in the rules regulating the activities of the committee.	Yes	Meetings of the Bank committees are attended by the responsible persons invited by the Bank to the meeting (no provision is made for attendance at Bank committee meetings without an invitation from the relevant Bank committee). The Regulations of the Audit Committee, the Regulations of the Loan Committee and the Regulations of the Risk Management Committee also provide for the right of the relevant Bank committee to receive information necessary for its work.
5.2. Nomination Committee
5.2.1. The key functions of the Nomination Committee should be the following: 1) to select candidates to fill vacancies in the supervisory and management bodies and the administration, and recommend the collegial body to approve them. The Nomination Committee should evaluate the balance of skills, knowledge and experience in the management body, prepare a description of the functions and capabilities required to assume a particular position and assess the time commitment expected. 2) assess, on a regular basis, the structure, size and composition of the supervisory and management bodies as well as the skills, knowledge and activity of its members, and provide the collegial body with recommendations on how the required changes should be sought. 3) devote the attention necessary to ensuring succession planning.	Not applicable	The Bank does not have a Nomination Committee.
5.2.2. When dealing with issues related to members of the collegial body who have employment relationships with the company and the heads of the administration, the manager of the company should be consulted by granting him/her the right to submit proposals to the Nomination Committee.	Not applicable	The Bank does not have a Nomination Committee.

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

5.3. Remuneration Committee
The key functions of the Remuneration Committee should be the following: 1)submit to the collegial body proposals on the remuneration policy applied to members of the supervisory and management bodies and the heads of the administration for approval. Such policy should include all forms of remuneration, including the fixed-rate remuneration, performance-based remuneration, financial incentive schemes, pension arrangements and severance payments as well as conditions which would allow the company to recover the amounts or suspend the payments by specifying the circumstances under which it would be expedient to do so. 2)submit to the collegial body proposals regarding individual remuneration for members of the collegial bodies and the heads of the administration in order to ensure that they would be consistent with the company’s remuneration policy and the evaluation of the performance of the persons concerned. 3)review, on a regular basis, the remuneration policy and its implementation.	Not applicable	The Bank does not have a Remuneration Committee.
5.4. Audit Committee
5.4.1. The key functions of the Audit Committee are defined in the legal acts regulating the activities of the Audit Committee.	Yes	The functions of the Audit Committee are set out in the Regulations of the Audit Committee.
5.4.2. All members of the committee should be provided with detailed information on specific issues of the company’s accounting system, finances and operations. The heads of the company’s administration should inform the Audit Committee about the methods of accounting for significant and unusual transactions where the accounting may be subject to different approaches.	Yes	The Regulations of the Audit Committee provide that members of the Audit Committee have the right to have access to the Bank’s documents and to obtain from the Board, employees and the Head of Administration of the Bank all information about the Bank’s activities.
5.4.3. The Audit Committee should decide whether the participation of the Chair of the Management Board, the manager of the company, the Chief Financial Officer (or senior employees responsible for finance and accounting), the internal and external auditors in its meetings is required (and, if required, when). The committee should be entitled, when needed, to meet the relevant persons without members of the management bodies present.	Yes	The Regulations of the Audit Committee provide that members of the Bank’s Supervisory Board, members of the Board of the Bank, the Head of Internal Audit and other senior management of the Bank, and the independent auditors may be invited to attend meetings of the Audit Committee.
5.4.4. The Audit Committee should be informed about the internal auditors’ work program and should be provided with internal audit reports or periodic summaries. The Audit Committee should also be informed about the work program of external auditors and should receive from the audit firm a report describing all relationships between the independent audit firm and the company and its group.	Yes	The Regulations of the Audit Committee provide that the Audit Committee approves the documents setting out the operating principles of the internal audit function, the internal audit plans for the long term and the current year, and other operational and organisational documents. All internal audit reports are submitted to the Audit Committee for consideration. The Audit Committee is briefed on the work programme of the external auditors and assesses the independence of the audit firm.
5.4.5. The Audit Committee should examine whether the company complies with the applicable provisions regulating the possibility for the employees to lodge a complaint or reporting anonymously their suspicions of potential violations committed within the company and should also ensure that there is a procedure in place for proportionate and independent investigation of such issues and appropriate follow-up actions.	Yes / No	The Bank has a whistleblowing channel in place. In October 2024, the Audit Committee considered the issue of the Bank’s whistleblowing channel and its results.

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

5.4.6. The Audit Committee should submit to the Supervisory Council or, where the Supervisory Council is not formed, to the Management Board its activity report at least once in every six months, at the time that annual and semi-annual reports are approved.	Yes / No			The Regulations of the Audit Committee provide that the Audit Committee reports to the Bank’s Supervisory Board on the Audit Committee’s activities at least once a year before the Bank’s General Mee-ting of Shareholders, which approves the Bank’s financial statements.
Principle No. 6: Prevention and disclosure of conflicts of interest The corporate governance framework should encourage members of the company’s supervisory and management bodies to avoid conflicts of interest and ensure a transparent and effective mechanism of disclosure of conflicts of interest related to members of the supervisory and management bodies. The corporate governance framework should recognise the rights of the stakeholders as established by law and promote active cooperation between the company and its stakeholders in creating the company's wellbeing, jobs and financial stability. In the context of this principle, the term “stakeholders” includes investors, employees, creditors, suppliers, customers, the local community and others with interests in a particular company.
6.1. Any member of the company’s supervisory and management body should avoid a situation where his/her personal interests are or may be in conflict with the company’s interests. In case such a situation did occur, a member of the company’s supervisory or management body should, within a reasonable period of time, notify other members of the same body or the body of the company which elected him/her or the company’s shareholders of such situation of a conflict of interest, indicate the nature of interests and, where possible, their value.		Yes	The Code of Ethics, the Rules of Procedure of the Supervisory Board and the Rules of Procedure of the Board stipulate that members of the Bank’s Supervisory Board and members of the Bank’s Board must avoid situations of conflict of interest between their personal interests and the Bank’s interests, must inform the Bank of the occurrence of such conflicts, and must abstain from voting on issues that may give rise to a conflict of interests.
Principle No. 7: Remuneration policy of the company The remuneration policy and the procedure for review and disclosure of such policy established in the company should prevent potential conflicts of interest and abuse in determining remuneration of members of the collegial bodies and heads of administration; in addition, it should ensure the publicity and transparency of the company’s remuneration policy and its long-term strategy.
7.1. The company should approve and post the remuneration policy on the website of the company; such policy should be reviewed on a regular basis and be consistent with the company’s long-term strategy.		Yes / No	The Remuneration Policy is reviewed on a regular basis, at least once a year. The Remuneration Policy is not publicly available on the Bank’s website. Material information about the remuneration policy is disclosed in the management report.
7.2. The remuneration policy should include all forms of remuneration, including the fixed-rate remuneration, performance-based remuneration, financial incentive schemes, pension arrangements and termination payments as well as the conditions specifying the cases where the company can recover the disbursed amounts or suspend the payments.		Yes	The Remuneration Policy governs all forms of remuneration applied by the Bank and the Group.
7.3. With a view to avoiding potential conflicts of interest, the remuneration policy should provide that members of the collegial bodies which perform the supervisory functions should not receive remuneration based on the company’s performance.		Yes	The Remuneration Policy provides for the payment of a fixed remuneration to the members of the Bank’s Supervisory Board, which is not dependent on the Bank’s performance.
7.4. The remuneration policy should provide sufficient information on the policy regarding severance payments. Severance payments should not exceed a fixed amount or a fixed number of annual wages and in general should not be higher than the non-variable component of remuneration for two years or the equivalent thereof. Severance payments should not be paid if the contract is terminated due to inadequate performance.		Yes	The Remuneration Policy stipulates that the compensation paid to an employee on termination of employment shall not exceed the sum of 6 months’ average salary received by the employee. A higher payment than the above may be made by decision of the Bank’s governing body.

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

7.5. In the event that the financial incentive scheme is applied within the company, the remuneration policy should contain sufficient information about the retention of shares after the award thereof. Where remuneration is based on the award of shares, shares should not be vested at least for three years after the award thereof. After vesting, members of the collegial bodies and heads of administration should retain a certain number of shares until the end of their term in office, subject to the need to compensate for any costs related to the acquisition of shares.	Not applicable	The Bank does not have a financial incentive scheme.
7.6. The company should publish information about the implementation of the remuneration policy on its website, with a key focus on the remuneration policy in respect of the collegial bodies and managers in the next and, where relevant, subsequent financial years. It should also contain a review of how the remuneration policy was implemented during the previous financial year. The information of such nature should not include any details having a commercial value. Particular attention should be paid to major changes in the company’s remuneration policy, compared to the previous financial year.	Yes / No	Information on the implementation of the Remuneration Policy is disclosed in the Bank’s management report to the extent required by law.
7.7. It is recommended that the remuneration policy or any major change of the policy should be included in the agenda of the General Meeting of Shareholders. The schemes under which members and employees of a collegial body receive remuneration in shares or share options should be approved by the General Meeting of Shareholders.	Yes / No	The Remuneration Policy is approved by the Supervisory Board of the Bank. The remuneration of the members of the Bank’s Supervisory Board is determined by the Bank’s General Meeting of Shareholders.
Principle No. 8: Role of stakeholders in corporate governance The corporate governance framework should recognise the rights of stakeholders provided for in the laws or mutual agreements and encourage active cooperation between company and stakeholders in creating the company value, jobs and financial sustainability. In the context of this principle, the term “stakeholders” includes investors, employees, creditors, suppliers, customers, the local community and others with interests in a particular company.
8.1. The corporate governance framework should ensure that the rights and lawful interests of stakeholders are respected.	Yes	The Bank respects the rights and legitimate interests of all stakeholders. More detailed information is disclosed in the Sustainability Report for 2023, which is published on the Bank’s website.
8.2. The corporate governance framework should create conditions for stakeholders to participate in corporate governance in the manner prescribed by law. Examples of participation by stakeholders in corporate governance include the participation of employees or their representatives in the adoption of decisions that are important for the company, consultations with employees or their representatives on corporate governance and other important matters, participation of employees in the company’s authorised capital, involvement of creditors in corporate governance in the cases of the company’s insolvency, etc.	Yes	The Bank facilitates stakeholder participation in the governance of the Bank through a double materiality assessment and through the preparation of the Bank’s sustainability report. The Bank has a Labour Council.
8.3. Where stakeholders participate in the corporate governance process, they should have access to relevant information.	Yes	The Bank facilitates stakeholder participation in the governance of the Bank through a double materiality assessment, which provides the relevant information, and through the preparation of the Bank’s sustainability report.
8.4. Stakeholders should be given the opportunity to report confidentially any illegal or unethical practices to the collegial body performing the supervisory function.	Yes	The Bank has a whistleblowing channel in place. This channel is available to both Bank employees and third parties. Information on the receipt of a material whistleblowing report is provided to the Board and the Supervisory Board of the Bank without delay and, at least once a year, a report is provided to the Board and the Supervisory Board of the Bank on all whistleblowing reports that have been received and dealt with during the preceding year.

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

Principle No. 9: Disclosure of information The corporate governance framework should ensure the timely and accurate disclosure of all material corporate issues, including the financial situation, operations and governance of the company.
9.1. In accordance with the company’s procedure on confidential information and trade secrets and the legal acts regulating the processing of personal data, the information publicly disclosed by the company should include but not be limited to the following:
9.1.1. operating and financial results of the company	Yes	The information is disclosed publicly in the Bank’s quarterly and annual financial statements.
9.1.2. objectives and non-financial information of the company	Yes	The information is disclosed publicly in the Bank’s quarterly and annual financial statements.
9.1.3. persons holding a stake in the company or controlling it directly and/or indirectly and/or together with related persons as well as the structure of the group of companies and their relationships by specifying the final beneficiary	Yes	The information is disclosed publicly in the Bank’s quarterly and annual financial statements.
9.1.4. members of the company’s supervisory and management bodies who are deemed independent, the manager of the company, the shares or votes held by them in the company, participation in corporate governance of other companies, their competence and remuneration	Yes	The composition of the Bank’s Supervisory Board and the composition of the Board of the Bank is published on the Bank’s website. Information on the members of the Bank’s Supervisory Board and the Board is also disclosed publicly in the annual financial statements.
9.1.5. reports of the existing committees on their composition, number of meetings and attendance of members during the last year as well as the main directions and results of their activities	Yes / No	Information on the composition of the Bank committees is disclosed in the Bank’s management report. Information on the number of meetings of the Bank committees and attendance of members at meetings is not disclosed.
9.1.6. potential key risk factors, the company’s risk management and supervision policy	Yes	Information on the Bank’s risk management is disclosed in the Bank’s management report and in the Bank’s quarterly and annual financial statements.
9.1.7. the company’s transactions with related parties	Yes	Information on the Bank’s transactions with related parties is disclosed in Note 27 to the Bank’s financial statements.
9.1.8. main issues related to employees and other stakeholders (for instance, human resource policy, participation of employees in corporate governance, award of the company’s shares or share options as incentives, relationships with creditors, suppliers, local community, etc.)	Yes	The information is disclosed in the Bank’s management report and sustainability report.
9.1.9. structure and strategy of corporate governance	Yes	The information is disclosed publicly in the Bank’s management report and the Bank’s quarterly and annual financial statements.
9.1.10. social responsibility policies, anti-corruption initiatives and measures, important ongoing or planned investment projects. This list is deemed minimum and companies are encouraged not to restrict themselves to the disclosure of information included in this list. This principle of the Code does not release companies from their obligation to disclose information as provided for in the applicable legal acts.	Yes	The information is disclosed in the Bank’s Sustainability Report for 2023, which is published on the Bank’s website.
9.2. When disclosing the information specified in sub-paragraph 9.1.1 of recommendation 9.1, it is recommended that the company which is a parent company should disclose in respect of other companies information about the consolidated results of the whole group of companies.	Yes	The Bank discloses information on the consolidated results of the Group by preparing and publishing consolidated quarterly and annual financial statements of the Bank and the Group.

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

9.3. When disclosing the information specified in sub-paragraph 9.1.4 of recommendation 9.1, it is recommended that the information on the professional experience and qualifications of members of the company’s supervisory and management bodies and the manager of the company as well as potential conflicts of interest which could affect their decisions should be provided. It is further recommended that the remuneration or other income of members of the company’s supervisory and management bodies and the manager of the company should be disclosed, as provided for in more detail in Principle 7.	Yes	The information is disclosed publicly in the Bank’s management report.
9.4. Information should be disclosed in such manner that no shareholders or investors are discriminated in terms of the method of receipt and scope of information. Information should be disclosed to all parties concerned at the same time.	Yes	The information is disclosed simultaneously and to the same extent in Lithuanian, and if necessary, depending on the nature of the information, also in English.
Principle No. 10: Selection of the company’s audit firm The company’s audit firm selection mechanism should ensure the independence of the report and opinion of the audit firm.
10.1. With a view to obtaining an objective opinion on the company’s financial position and financial results, the company’s annual financial statements and the financial information provided in its annual report should be audited by an independent audit firm.	Yes	The Bank’s financial position and financial performance, the Bank’s consolidated set of annual financial statements and the financial information contained in the annual management report are reviewed by an independent audit firm in accordance with International Standards on Auditing as adopted by the European Union.
10.2. It is recommended that the audit firm be proposed to the General Meeting of Shareholders by the Supervisory Board or, if the Supervisory Board is not formed within the company, by the Board of the company.	Yes	The Audit Committee selects the proposed audit firm and submits a proposal to the Bank’s Supervisory Board, which submits the proposal to the Bank’s General Meeting of Shareholders for selection of the audit firm.
10.3. In the event that the audit firm has received remuneration from the company for non-audit services provided, the company should disclose this publicly. This information should also be available to the Supervisory Board or, if the Supervisory Board is not formed within the company, by the Board of the company when considering which audit firm should be proposed to the General Meeting of Shareholders.	Not applicable	The audit firm did not provide any non-audit services to the Bank in 2024 and did not receive any fees from the Bank for such services.

3. Information on the extent of risk and risk management – describes risk management related to financial reporting, risk mitigation measures and the internal control system in place

The Bank discloses information on the extent of risk and risk management in Notes 29 and 30 to the separate and consolidated financial statements for 2024. Information on the internal control system in place in the Bank and the Group is provided in paragraph 12 of the Management Report for 2024.

4. Information on significant direct or indirect holdings

The information is described in Note 1 “General information” to the separate and consolidated financial statements for 2024.

5. Information on related party transactions as provided for in Article 37² of the Law on Companies (identifying the parties to the transaction (legal form, name, reg. No., register collecting and storing the data concerning this entity; natural person’s name, address for correspondence) and transaction value)

As at 31 December 2024, the Bank had no transactions with related parties.

6. Information about shareholders with special control rights and description of these rights

The information is described in Note 1 “General information” to the separate and consolidated financial statements for 2024.

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

7. Details of any existing restrictions on voting rights, such as restrictions on the exercise of voting rights by a certain percentage or number of persons, the time limits by which voting rights may be exercised or the systems under which the property rights conferred by the securities are separated from the holder of the securities

The information is described in Note 1 “General information” to the separate and consolidated financial statements for 2024.

8. Information on the rules governing the election and replacement of the members of the Board as well as amendments to the Articles of Association of the company

This is described in more detail in the Management Report for 2024 under item 11 “Governance of the Bank”.

9. Information on the powers of Board members

This is described in more detail in the Management Report for 2024 under item 11 “Governance of the Bank”.

10. Information on the competence of the General Meeting of Shareholders, rights of shareholders and exercise thereof, if this information is not provided in the laws

This is described in more detail in the Management Report for 2024 under item 11 “Governance of the Bank”.

11. Information on the composition of the management, supervisory bodies and their committees, areas of their activities and of the activities of the head of company

This is described in more detail in the Management Report for 2024 under item 11 “Governance of the Bank”.

12. The selection of the Chief Executive Officer, members of management and supervisory bodies shall be subject to diversity policies covering such aspects as age, gender, education, professional experience, description, objectives, methods of implementation and results for the reporting period. If the diversity policy is not applied, the reasons for the exclusion shall be explained

This is described in more detail in the Management Report for 2024 under item 11 “Governance of the Bank”.

13. Information on any and all agreements between the shareholders (their substance, terms)

The Bank has no record of agreements between shareholders.

ORGANISING INTERNAL CONTROL

Internal control is a comprehensive and continuous process implemented by the Bank’s bodies, committees and employees to identify risk drivers and to provide reasonable assurance that:

the Group’s operations are efficient, using the Group’s assets and other tangible and intangible resources, and are protected from potential losses (operational objective);

financial and other information used both within the Group and for supervisory purposes or by other third parties is reliable, relevant and timely (information objective);

the Group’s operations are consistent with the applicable European Union and Republic of Lithuania legislation, the requirements of the supervisory authorities, the Group’s strategy and the provisions of the Bank’s internal regulations (compliance objective).

The internal control components are the control environment, risk assessment, control activities, communication and monitoring.

Key principles for organising internal control: (1) comprehensiveness, (2) multidimensionality, (3) accountability, (4) autonomy and responsibility, (5) separation of functions and avoidance of conflicts of interest, and (6) transparency and traceability. The internal control and risk management system is organised on the basis of the three lines model, which helps to achieve the Bank’s and the Group’s objectives and to strengthen risk management. The bodies with oversight functions (the Bank’s Supervisory Board and its committees, the Bank’s Board), the management (Head of Administration, his/her deputies and directors of divisions), the first and second lines of defence and the third line of defence (internal audit) have separate responsibilities, but their activities are all aligned with the Bank’s and the Group’s objectives. The three lines model is based on regular and effective coordination, cooperation and communication.

An effective system of internal control ensures that risks affecting operations are identified and assessed on an ongoing basis in accordance with the principles set out in the Bank’s Risk Management Policy. The internal control system is periodically reviewed to properly assess new risks.

The effectiveness of the Group’s internal control system is assessed both on an ongoing and periodic basis. The Group’s internal control procedures are carried out at all levels of management, involving every employee who, in addition to being involved in the internal control process in the performance of his/her duties, continuously assesses the effectiveness of the internal control system within the scope of his/her competences, and communicates any deficiencies identified in the

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

internal control system and/or risk management. The employees of the risk management and compliance function and other units performing control functions analyse the effectiveness of the internal control system, initiate improvements to rules and procedures, address identified weaknesses, assess risks and report on them at regular intervals, but at least once a year. Assessing the Group’s most risky areas is an integral part of the day-to-day running of the business, and periodic assessments are carried out by internal and external audit.

12 March 2025

Chairman of the Board and Head of Administration		M. Arlauskas

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

SEPARATE AND CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

The Group				The Bank
31 December 2024	31 December 2023	Assets	Notes	31 December 2024	31 December 2023
		Cash and due from central bank
16,450	19,357	Cash in vaults		16,450	19,357
112,787	117,990	Placements with the central bank	4	112,787	117,990
129,237	137,347			129,237	137,347
16,407	14,541	Placements with banks and other credit, financial institutions	5	16,407	14,538

7	9	Derivatives at fair value through profit or loss	13	7	9

61,639	55,952	Debt securities	6	61,639	55,952
		Loans and receivables
393,747	304,329	Loans to customers	7	393,747	292,128
20,802	25,257	Finance lease receivable	7	20,802	25,257
414,549	329,586			414,549	317,385
-	-	Investments in subsidiaries	10	1,773	12,342
27	27	Other equity instruments		27	27
-	47	Investment property		-	47
2,908	532	Tangible fixed assets	8	2,908	531
252	632	Intangible fixed assets	9	252	521
6,488	2,076	Right of use assets	8	6,488	2,065
		Tax assets
1	-	Current taxes		-	-
175	101	Deferred taxes	24	175	101
176	101			175	101
-	4,801	Assets held for sale	8	-	4,801
1,320	3,126	Other assets	12	1,324	2,404
633,010	548,777	Total assets		634,786	548,070

(continued on the next page)

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

The Group				The Bank
31 December 2024	31 December 2023	Liabilities and shareholders’ equity	Notes	31 December 2024	31 December 2023
		Liabilities
-	33	Liabilities to banks and other credit institutions	14	-	33
3	44	Derivatives	13	3	44
555,241	481,171	Liabilities to customers	15	557,285	481,609
2,269	2,252	Debt securities issued	16	2,269	2,252
191	164	Provisions		191	218
		Tax liabilities
320	1,385	Current tax		320	1,268
-	-	Deferred tax		-	-
320	1,385			320	1,268
10,464	6,499	Other liabilities	17	10,427	5,914
568,488	491,548	Total liabilities		570,495	491,338

		Shareholders’ equity
43,492	35,468	Registered share capital	1, 18	43,492	35,468
8,294	9,449	Retained earnings (loss)	11	8,063	8,977
12,736	12,312	Other reserves	18	12,736	12,287
64,522	57,229	Total shareholders’ equity		64,291	56,732
633,010	548,777	Total liabilities and shareholders’ equity		634,786	548,070

The explanatory notes on pages 40 to 103 are an integral part of these financial statements. These Financial Statements were authorised for publication on 12 March 2025. These Financial Statements were signed on behalf of the Bank by:

Chairman of the Board and Head of Administration		M. Arlauskas

Director of Accounting Department, Chief Accountant		L. Bertašienė

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

SEPARATE AND CONSOLIDATED INCOME STATEMENTS

The Group				The Bank
2024	2023		Notes	2024	2023
37,464	28,284	Interest income	20	35,796	26,162
(12,802)	(5,292)	Interest expense	20	(12,845)	(5,292)
24,662	22,992	Net interest income		22,951	20,870
3,909	5,274	Fee and commission income	21	3,914	5,458
(578)	(720)	Fee and commission expense	21	(376)	(413)
3,331	4,554	Net fee and commission income		3,538	5,045
2,461	3,218	Net profit on foreign currency transactions	22	2,461	3,218
(36)	79	Net result from transactions in derivatives	13	(36)	79
16	(21)	Net result from transactions in investment property		16	(21)
-	-	Dividends from subsidiaries		452	-
979	40	Other revenue		981	47
31,413	30,862	Total operating income		30,363	29,238
(1,001)	(764)	Change in value of loans and other financial assets	29	(624)	(366)
30,412	30,098	Operating income after impairment		29,739	28,872
(11,716)	(11,141)	Salaries and benefits	23	(11,728)	(10,790)
(594)	(280)	Depreciation		(593)	(278)
(380)	(405)	Amortisation		(348)	(367)
(1,224)	(702)	Depreciation of leased assets		(1,220)	(688)
(6,729)	(6,674)	Other operating expenses	23	(6,608)	(6,518)
(20,643)	(19,202)	Total operating expenses		(20,497)	(18,641)
9,769	10,896	Operating profit (loss)		9,242	10,231
(1,973)	(2,145)	Corporate income tax expenses	24	(1,861)	(1,993)
7,796	8,751	Profit (loss) for the reporting period		7,381	8,238
7,796	8,751	Attributable to: shareholders of the Bank		7,381	8,238

Chairman of the Board and Head of Administration		M. Arlauskas

Director of Accounting Department, Chief Accountant		L. Bertašienė

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

SEPARATE AND CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

The Bank	2024	2023
Items that will never be reclassified to profit or loss
Change in PPE revaluation	-	419
Transfer of depreciation for PPE net of tax	-	-
Other	-	-
Items that will never be reclassified to profit or loss	-	419

Other comprehensive income (expenses), net of tax	-	-

Profit for the year	7,381	8,238
Total comprehensive income	7,381	8,238
Attributable to:
Equity holders of the Bank	7,381	8,657

The Group	2024	2023
Items that will never be reclassified to profit or loss
Change in PPE revaluation	-	419
Transfer of depreciation for PPE net of tax	-	-
Other	-	-

Items that will never be reclassified to profit or loss	-	419

Other comprehensive income (expenses), net of tax	-	-

Profit for the year	7,796	8,751
Total comprehensive income	7,796	9,170
Attributable to:
Equity holders of the Bank	7,796	9,170

Chairman of the Board and Head of Administration		M. Arlauskas

Director of Accounting Department, Chief Accountant		L. Bertašienė

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

SEPARATE AND CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

The Bank	Notes	Share capital	Retained earnings (restated)	Revaluation reserve of property and equipment	Other reserves	Total

On 31 December 2022		19,948	16,339	318	11,470	48,075

Profit or loss		-	8,238	-	-	8,238
Other comprehensive income (expense)		-	-	419	-	419
Disposal of revaluation reserve of PPE			737	(737)		-
Share capital increase		15,520	(15 520)	-	-	-
Transfer to reserves		-	(817)	-	817	-

On 31 December 2023		35,468	8,977	-	12,287	56,732

Profit or loss		-	7,381	-	-	7,381
Other comprehensive income (expense)		-	-	-	-	-
Impact of mergers	11	-	681	-	-	681
Transfer to reserves		-	(449)		449	-
Payment of dividends		-	(503)	-	-	(503)
Share capital increase		8,024	(8 024)	-	-	-

On 31 December 2024		43,492	8,063	-	12,736	64,291

(continued on the next page)

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

The Group	Share capital	Retained earnings (restated)	Revaluation reserve of property and equipment	Other reserves	Total

On 31 December 2022	19,948	16,304	318	11,489	48,059

Profit or loss	-	8,751	-	-	8,751
Other comprehensive income (expense)	-	-	419	-	419
Disposal of revaluation reserve of PPE	-	737	(737)	-	-
Share capital increase	15,520	(15,520)	-	-	-
Transfer to reserves	-	(823)	-	823	-

On 31 December 2023	35,468	9,449	-	12,312	57,229

Profit or loss	-	7,796	-	-	7,796
Other comprehensive income (expense)	-	-	-	-	-
Impact of mergers	-	43	-	(43)	-
Transfer to reserves	-	(467)	-	467	-
Payment of dividends	-	(503)	-	-	(503)
Share capital increase	8,024	(8,024)	-	-	-

On 31 December 2024	43,492	8,294	-	12,736	64,522

Chairman of the Board and Head of Administration		M. Arlauskas

Director of Accounting Department, Chief Accountant		L. Bertašienė

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

SEPARATE AND CONSOLIDATED CASH FLOW STATEMENTS

The Group				The Bank
2024	2023		Notes	2024	2023
		Cash flows from operating activities
7,796	8,751	Profit (loss) for the reporting period		7,381	8,238
		Reversals of non-cash income and expenses
2,198	1,387	Depreciation and amortisation	8, 9	2,161	1,333
(969)	11	Gain (loss) on sale of tangible fixed assets, intangible fixed assets, assets held for sale and investment property		(969)	11
-	-	Dividends from subsidiaries		(452)	-
1,001	764	Impairment of loans	29	624	366
(30,622)	(24,999)	Interest income on loans to customers		(28,954)	(22,877)
12,802	5,292	Interest expense on liabilities		12,845	5,292
(39)	86	Revaluation of derivatives	13	(39)	86
36	(13)	Elimination of accrued holiday pay		41	(36)
1,973	2,145	Corporate income tax expenses	24	1,861	1,993
(104)	721	Elimination of other non-cash items		120	721
(5,928)	(5,855)	Cash flow from (to) operating activities before changes in working capital and liabilities		(5,381)	(4,873)

		Change in working capital and liabilities
(904)	(865)	Changes in statutory reserves		(904)	(865)
(649)	-	Changes of funds in financial institutions		(649)	-
(89,979)	(62,731)	Loans to customers		(90,739)	(59,145)
4,424	(3,013)	Finance lease receivables		4,424	(3,013)
(33)	-	Changes in liabilities to banks and other credit institutions		(33)	-
72,507	123,681	Changes in liabilities to customers		74,113	123,777
1,582	687	Changes in other assets and liabilities		1,399	842
(13,052)	57,759	Change		(12,389)	61,596
30,240	24,223	Interest received on loans to customers and finance lease		28,572	22,140
(10,496)	(2,626)	Interest paid on liabilities		(10,539)	(2,626)
(3,113)	(1,686)	Corporate income tax paid		(2,919)	(1,584)
(2,349)	71,815	Net cash flow from operating activities after corporate income tax		(2,656)	74,653

(continued on the next page)

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

The Group				The Bank
2024	2023		Notes	2024	2023
		Cash flows from investing activities
(3,047)	(3,301)	Acquisition of long-term investment property, tangible and intangible fixed assets		(3,189)	(3,143)
5,840	43	Proceeds from the sale of investment, tangible and intangible fixed assets		5,840	43
-	-	Investments in subsidiaries		-	(3,000)
-	-	Dividends from subsidiaries		452	-
21,171	29,935	Redemption of debt securities		21,171	29,935
(26,858)	(26,669)	Acquisition of debt securities		(26,858)	(26,669)
(2,894)	8	Net cash flows from investing activities		(2,584)	(2,834)

		Cash flow from financing activities
(503)	-	Dividends paid		(503)	-
17	17	Bonds issued		17	17
-	-	Bonds redeemed		-	-
(1,325)	(771)	Part of the principal amount of lease payments		(1,325)	(757)
-	(1,000)	Subordinated loan repaid		-	(1,000)
8,891	9,702	Loans received		8,891	9,702
(9,603)	(8,946)	Loans repaid		(9,603)	(8,946)
(2,523)	(998)	Net cash flows from financing activities		(2,523)	(984)

(31)	(159)	Effect of exchange rate changes on balance of cash and cash equivalents		(31)	(159)

(7,797)	70,666	Net increase (decrease) in cash and cash equivalents		(7,794)	70,676

148,411	77,745	Cash and cash equivalents at 1 January		148,408	77,732
140,614	148,411	Cash and cash equivalents at 31 December	25	140,614	148,408

Chairman of the Board and Head of Administration		M. Arlauskas

Director of Accounting Department, Chief Accountant		L. Bertašienė

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

Note 1General information

Urbo Bankas UAB (hereinafter referred to as the “Bank”) was established on 24 November 1992 (as KB Ancorobank) and on 16 January 1997 was reorganised into Medicinos Bankas UAB. On 1 February 2024, Medicinos Bankas UAB changed its name and became Urbo Bankas.

The Bank’s head office address is: Konstitucijos pr. 18B, Vilnius, Lithuania.

The Bank accepts deposits and provides loans, carries out monetary and documentary settlements, exchanges currency and provides guarantees to its customers. The Bank also offers securities trading, advisory and custody services. The Bank provides services to corporate and retail customers.

At the end of the fourth quarter of 2024, the Bank had 25 customer service units in various regions of Lithuania.

The consolidated financial statements of the Group comprise the financial statements of the Bank and its subsidiaries TG Invest-1 UAB (active in the management and development of real estate) and Saugus Kreditas UAB (active in the provision of consumer loans to natural persons). TG Invest-1 UAB was acquired on 17 May 2013 and Saugus Kreditas UAB was acquired on 17 October 2017. On 15 October 2024, Saugus Kreditas UAB was merged into the Bank by way of a reorganisation, so the Bank took over all the rights and obligations of Saugus Kreditas UAB under the agreements concluded.

As at 31 December 2024, the Bank had 280 employees (299 employees as at 31 December 2023).

As at 31 December 2024, the Group had 281 employees (309 employees as at 31 December 2023).

As at 31 December 2024, the Bank’s shareholders were:

	Number of ordinary shares held	Ownership interest (%)
Konstantinas Karosas	78,395,759	90.13
Western Petroleum Ltd.	8,587,856	9.87
Total	86,983,615	100.00

As at 31 December 2023, the Bank’s shareholders were:

	Number of ordinary shares held	Ownership interest (%)
Konstantinas Karosas	63,932,284	90.13
Western Petroleum Ltd.	7,003,456	9.87
Total	70,935,740	100.00

As at 31 December 2024, the Bank’s share capital consisted of 86,983,615 ordinary shares with a nominal value of EUR 0.50 each (31 December 2023: 70,935,740 ordinary shares with a nominal value of EUR 0.50 each).

At 31 December 2024 and 31 December 2023, all shares were fully paid up.

By an agreement dated 12 March 2021, including amendment No. 1 dated 24 November 2023, Mr Konstantinas Karosas and Western Petroleum Limited transferred all voting rights at the Bank’s General Meeting of Shareholders to MB Valdymas UAB.

Following the transfer of voting rights, MB Valdymas UAB has the right to vote in respect of all of the Bank’s shares at the Bank’s General Meeting of Shareholders.

URBO BANKAS UAB

Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius

SEPARATE AND CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

(All amounts are in TEUR, unless specified otherwise)

Note 2Basis of preparation and significant accounting policies

Statement of compliance

The separate and consolidated financial statements (hereinafter, the “financial statements”) are prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU).

Basis for assessment

These financial statements have been prepared on the historical cost basis, except for financial assets carried at fair value through profit or loss, available-for-sale financial assets and investment assets, which are carried at fair value, and buildings, which are carried at revalued amounts.

Functional and presentation currency

These financial statements are presented in euro, which is the functional currency of the Bank and its subsidiaries, unless otherwise stated.

Business continuity

Management is confident that the Bank and the Group have sufficient resources to ensure the future continuity of operations. In making this assessment, management considered a large amount of information, including profitability projections, capital requirements and funding needs. The deliberations also included reasonably possible economic downturn scenarios and their potential impact on the Bank’s and Group’s profitability, capital adequacy and liquidity.

Impact of new and revised standards and interpretations on the financial statements

Current standards, their application and interpretations

New and/or amended standards and interpretations effective from 1 January 2024

The following standards, amendments to the existing standards and interpretations issued by the International Accounting Standards Board (IASB) and adopted by the European Union (further – EU) are effective for the current period and were adopted by the Bank and the Group:

Amendments to IFRS 16 “Leases”: Lease liability in a sale and leaseback (effective for annual periods beginning on or after 1 January 2024).

Amendments of IAS 1 “Presentation of Financial Statements”: Classification of Liabilities as Current and Non-Current Date; Classification of Liabilities as Current and Non-Current – Deferral of the Effective Date; Non-Current Liabilities with Covenants (effective for annual periods beginning on or after 1 January 2024);

Amendments to IAS 7 “Statement of Cash Flows” and IFRS 7 “Financial Instruments”: Disclosures: Supplier Finance Arrangements (effective for annual periods beginning on or after 1 January 2024).

The application of these standards, amendments and interpretations did not have a material impact on the Bank’s and the Group’s consolidated financial statements.

Standards, amendments and interpretations to existing standards issued by IASB, adopted by EU, but not yet effective

At the date of authorisation of these consolidated financial statements, the Bank and the Group has not early adopted the following new and revised IFRS standards, amendments and interpretations that have been issued but are not yet effective:

Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (effective for annual periods beginning on or after 1 January 2025).

The management of the Bank and the Group does not expect that the adoption of these standards, amendments and interpretations listed above will have a material impact on the consolidated financial statements of the Bank and the Group in future periods, except as noted below:

	31 December 2024	31 December 2023
USD	1.0444	1.105

	The Bank (The Group)
	31 December 2024	31 December 2023
Government bonds of the Republic of Lithuania	51,714	41,219
Government bonds of the Republic of Romania	5,058	4,317
Government bonds of the Republic of Poland	3,840	-
Government bonds of the Republic of Croatia	1,027	3,742
Government bonds of the Republic of Slovenia	-	5,841
Government bonds of the Republic of Hungary	-	833
Total	61,639	55,952

	2024		2023
	percent	Maturity	percent	Maturity
Government bonds of the Republic of Lithuania	0 – 3,9	2025 – 2028	0 – 4	2024 – 2027
Government bonds of the Republic of Romania	2.375 – 5.25	2025 – 2027	2.75 – 4.875	2024 – 2025
Government bonds of the Republic of Croatia	3	2025	3 - 6	2024 – 2025
Government bonds of the Republic of Poland	3.25 – 5.5	2026 – 2027	-	-
Government bonds of the Republic of Slovenia			5.25	2024
Government bonds of the Republic of Hungary			5.375	2024

	The Bank
	31 December 2024	31 December 2023

Loans to customers, including short-term bills of exchange	397,675	294,065
Overdrafts	553	412
Factoring	599	360
Financial lease	20,905	25,819
	419,732	320,656
Impairment	(5,183)	(3,271)
Loans and receivables, net	414,549	317,385


	The Group
	31 December 2024	31 December 2023

Loans to customers, including short-term bills of exchange	397,675	307,218
Overdrafts	553	412
Factoring	599	360
Financial lease	20,905	25,819
	419,732	333,809
Impairment	(5,183)	(4,223)
Loans and receivables, net	414,549	329,586

	The Bank
	31 December 2023	Increase in provisions due to acquisition		Decrease in provision due to derecognition	Changes in provisions (net amount)	Decrease in provisions due to write-downs	31 December 2024
Level I	(1,304)	(1,007)		440	(203)	-	(2,074)
Debt securities	(34)	(17)		13	-	-	(38)
Government institutions	(34)	(17)		13	-	-	(38)
Other financial institutions	-	-		-	-	-	-
Non-financial companies	-	-		-	-	-	-

Loans and other receivables	(1,270)	(990)	427	427	(203)	-	(2,036)
Government institutions	-	-		-	-	-	-
Credit institutions	(14)	(7)		8	(3)	-	(16)
Other financial institutions	(299)	(1)		297	2	-	(1)
Non-financial companies	(674)	(698)		104	(20)	-	(1,288)
Households	(283)	(284)		18	(182)	-	(731)

Level II	(703)	(24)		275	(284)	-	(736)
Loans and other receivables	(703)	(24)		275	(284)	-	(736)
Non-financial companies	(549)	(13)		269	(8)	-	(301)
Households	(154)	(11)		6	(276)	-	(435)

Level III	(1,312)	(283)		436	(1,268)	-	(2,427)
Loans and other receivables	(1,312)	(283)		436	(1,268)	-	(2,427)
Non-financial companies	(871)	(283)		428	(647)	-	(1,373)
Households	(441)	-		8	(621)	-	(1,054)
Total	(3,319)	(1,314)		1,151	(1,755)	-	(5,237)

	The Bank
	31 December 2022	Increase in provisions due to acquisition	Decrease in provision due to derecognition	Changes in provisions (net amount)	Decrease in provisions due to write-downs	31 December 2023
Level I	(1,067)	(483)	129	117	-	(1,304)
Debt securities	(36)	(16)	17	1	-	(34)
Government institutions	(36)	(16)	17	1	-	(34)
Other financial institutions	-	-	-	-	-	-
Non-financial companies	-	-	-	-	-	-

Loans and other receivables	(1,031)	(467)	112	116	-	(1 270)
Government institutions	-	-	-	-	-	-
Credit institutions	(11)	(8)	1	4	-	(14)
Other financial institutions	(277)	-	4	(26)	-	(299)
Non-financial companies	(569)	(319)	94	120	-	(674)
Households	(174)	(140)	13	18	-	(283)

Level II	(851)	(116)	88	176	-	(703)
Loans and other receivables	(851)	(116)	88	176	-	(703)
Non-financial companies	(754)	(116)	68	253	-	(549)
Households	(97)	-	20	(77)	-	(154)

Level III	(1,182)	-	161	(350)	59	(1,312)
Loans and other receivables	(1,182)	-	161	(350)	59	(1,312)
Non-financial companies	(676)	-	147	(401)	59	(871)
Households	(506)	-	14	51	-	(441)
Total	(3,100)	(599)	378	(57)	59	(3,319)

The Bank	Land, buildings and other real estate	Assets held for sale	Vehicles	Office equipment and other	Total
Acquisition cost or revalued amounts
Balance as of 31 December 2023	3,038	5,587	1,562	2,595	12,782
Additions (reconstruction)	6,413	-	785	1,772	8,970
Revaluation
Disposals and write-offs	(1,114)	(5,587)	(401)	(1,164)	(8,266)
Reclassification
Balance as of 31 December 2024	8,337	-	1,946	3,203	13,486

Accumulated depreciation and impairment losses
Balance as of 31 December 2023	1,933	786	540	2,126	5,385
Depreciation for the year	938	-	362	513	1,813
Disposals and write-offs	(998)	(786)	(201)	(1,123)	(3,108)
Reclassification
Balance as of 31 December 2024	1,873	-	701	1,516	4,090

Net book value
As of 31 December 2023	1,105	4,801	1,022	469	7,397
As of 31 December 2024	6,464	-	1,245	1,687	9,396

The Group	Land, buildings and other real estate	Assets held for sale	Vehicles	Office equipment and other	Total
Acquisition cost or revalued amounts
Balance as of 31 December 2023	3,076	5,587	1,562	2,605	12,830
Additions (reconstruction)	6,413	-	785	1,772	8,970
Revaluation
Disposals and write-offs	(1,152)	(5,587)	(401)	(1,174)	(8,314)
Reclassification
Balance as of 31 December 2024	8,337	-	1,946	3,203	13,486

Accumulated depreciation and impairment losses
Balance as of 31 December 2023	1,961	786	540	2,134	5,421
Depreciation for the year	942	-	362	514	1,818
Disposals and write-offs	(1,030)	(786)	(201)	(1,132)	(3,149)
Reclassification
Balance as of 31 December 2024	1,873	-	701	1,516	4,090

Net book value
As of 31 December 2023	1,115	4,801	1,022	471	7,409
As of 31 December 2024	6,464	-	1,245	1,687	9,396

	The Bank	The Group
	Software	Software
Acquisition cost
Balance as at 31 December 2023	3,666	3,804
Additions	142	142
Disposals and write-offs	(479)	(617)
Balance as at 31 December 2024	3,329	3,329

Accumulated amortisation
Balance as at 31 December 2023	3,145	3,172
Charges for the year	348	380
Disposals and write-offs	(416)	(475)
Balance as at 31 December 2024	3,077	3,077

Net book value
As at 31 December 2023	521	632
As at 31 December 2024	252	252

Balance as at 31 December 2024	Ownership (percent)	Direct ownership (percent)	Nominal amount	Impairment	Carrying value
UAB TG Invest-1	100	100	3,033	(1,260)	1,773
Total			3,033	(1,260)	1,773


Balance as at 31 December 2023	Ownership (percent)	Direct ownership (percent)	Nominal amount	Impairment	Carrying value
UAB TG Invest-1	100	100	3,033	(1,261)	1,772
UAB Saugus kreditas	100	100	10,601	(31)	10,570
Total			13,634	(1,292)	12,342

UAB "Saugus kreditas"	15 October 2024
Assets
Cash	59
Loans and receivables	25,160
Property and equipment	1
Intangible assets	79
Other assets	538
Total assets	25,837

Liabilities
Due to banks and other credit institutions	14,042
Other liabilities	544
Total	14,586
Equity
Share capital	10,600
Retained earnings	651
Total	11,251
Total liabilities and shareholders’ equity	25,837

Bank's investment in the subsidiary company UAB "Saugus kreditas"	10,570
The net assets of UAB "Saugus kreditas"	11,251
Accounted for directly to retaines earnings	681

The Group			The Bank
31 December	31 December		31 December	31 December
2024	2023		2024	2023
352	1,365	Prepayments	352	1,358
27	11	Debtors	27	11
-	246	Receivable value added tax	-	246
917	1,485	Deferred expenses	917	772
24	19	Other	28	17
1,320	3,126		1,324	2,404
-		Impairment	-	-
1,320	3,126	Total	1,324	2,404

The Bank (The Group)
31 December 2024	Notional amount	Fair value	Fair value
31 December 2024	Purchase	Assets	Liabilities
Foreign exchange forwards (EUR)	3,794	6	-
Foreign exchange swaps (EUR)	225	1	3
		7	3


31 December 2023	Notional amount	Fair value	Fair value
31 December 2023	Purchase	Assets	Liabilities
Foreign exchange forwards (EUR)	2,040	7	6
Foreign exchange swaps (EUR)	1,941	2	38
		9	44

Amounts due to customers comprise of:

The Group			The Bank
31 December 2024	31 December 2023		31 December 2024	31 December 2023
362,310	303,422	Term deposits	364,153	303,422
166,317	160,060	Current accounts	166,518	160,498
13,226	3,576	Amounts payable, not yet assigned to customers	13,226	3,576
13,388	14,113	Loans from funds	13,388	14,113
555,241	481,171	Total	557,285	481,609
21,426	40,566	Out of which held as security deposits against guarantees and loans	21,426	40,566

Amounts due to customers include accounts with the following types of customers:

	The Bank
	31 December 2024		31 December 2023
	Current accounts	Term deposits	Current accounts	Term deposits
Deposits
Government departments and state-owned enterprises	3,210	299	3,361	289
Other financial institutions	810	613	1,779	609
Non-financial institutions	115,550	25,871	101,365	27,936
Households	60,174	337,370	57,569	274,588
Total deposits	179,744	364,153	164,074	303,422

	31 December 2024		31 December 2023
Loans	Short-term	Long-term	Short-term	Long-term
Lending funds
UAB „ILTE“	-	13,388	-	14,113
	-	13,388	-	14,113
Total amounts due to customers	179,744	377,541	164,074	317,535

Net fee and commission income comprise of:

The Group			The Bank
31 December 2024	31 December 2023		31 December 2024	31 December 2023

1,628	1,942	Payment services	1,628	1,942
86	164	Commission income from currency exchange	86	164
751	709	Administration of bank accounts	751	709
334	1,122	Collection of payments	334	1,122
47	259	Brokerage income	52	443
729	743	Cash operations	729	743
334	335	Other	334	335
3,909	5,274	Service fee and commission income	3,914	5,458
(159)	(227)	Cash operations	(159)	(227)
(89)	(80)	Money transfer operations	(89)	(80)
(200)	(305)	Brokerage costs	-	-
(130)	(108)	Other	(128)	(106)
(578)	(720)	Service fee and commission expense	(376)	(413)
3,331	4,554	Total	3,538	5,045

Salaries and benefits:

The Group			The Bank
31 December 2024	31 December 2023		31 December 2024	31 December 2023

(11,516)	(10,953)	Salaries and bonuses	(11,529)	(10,607)
(200)	(188)	Social security costs	(199)	(183)
(11,716)	(11,141)	Total	(11,728)	(10,790)

Other operating expenses:

The Group			The Bank
31 December 2024	31 December 2023		31 December 2024	31 December 2023

(545)	(537)	Maintenance cost of premises costs	(542)	(537)
(391)	(368)	Communication and stationery	(389)	(364)
(225)	(227)	Car maintenance cost	(225)	(227)
(1,739)	(1,246)	Information technology cost	(1,712)	(1,219)
(1,255)	(877)	Marketing cost	(1,254)	(877)
(958)	(2,015)	Taxes	(931)	(1,964)
(586)	(439)	Outsourcing services	(578)	(420)
(157)	(167)	Accounting services	(111)	(119)
(251)	(237)	Insurance cost (operational and cash)	(251)	(234)
(136)	(169)	Team building events	(136)	(169)
(486)	(392)	Other costs	(479)	(388)
(6,729)	(6,674)	Total	(6,608)	(6,518)

The Group’s and the Bank’s corporate income tax calculations are shown below:

The Group			The Bank
31 December 2024	31 December 2023		31 December 2024	31 December 2023

(2,047)	(2,225)	Current income tax expenses	(1,935)	(2,073)
74	80	Change in deferred income tax	74	80
(1,973)	(2,145)	Total income tax income (expenses)	(1,861)	(1,993)

		Components of deferred income tax
		Deferred income tax assets:
-	-	Tax loss carried forward	-	-
300	238	Accruals	300	238
-	-	Collective impairment for loans	-	-
300	238	Deferred income tax assets	300	238

-	-	Less: not recognized part of deferred tax asset	-	-

300	238	Deferred income tax assets	300	238

		Deferred income tax liabilities:
-	(130)	Revaluation of property and equipment	-	(130)
(125)	(7)	Other	(125)	(7)
(125)	(137)	Deferred income tax liabilities	(125)	(137)
175	101	Deferred income tax, net	175	101

		Deferred tax income (expense) recognized:
-	-	In the statement of OCI	-	-
(74)	(80)	In the income statement	(74)	(80)

The Bank (Group)				Balance at 31 December 2024
	Net balance at 1 January	Recognized in profit or loss	Recognized in OCI	Net	Deferred tax assets	Deferred tax liabilities
Property and equipment	(130)	130	-	-	-	-
Available-for-sale securities	-	-	-	-	-	-
Tax loss carry-forwards	-	-	-	-	-	-
Other tax assets	238	62	-	300	300	-
Other tax liabilities	(7)	(118)	-	(125)	-	(125)
Total	101	74	-	175	300	(125)

				Balance at 31 December 2023
	Net balance at 1 January	Recognized in profit or loss	Recognized in OCI	Net	Deferred tax assets	Deferred tax liabilities
Property and equipment	(56)	-	(74)	(130)	-	(130)
Available-for-sale securities	-	-	-	-	-	-
Tax loss carry-forwards	-	-	-	-	-	-
Other tax assets	175	63	-	238	238	-
Other tax liabilities	(24)	17	-	(7)	-	(7)
Total	95	80	(74)	101	238	(137)

The Bank (Group)
31 December 2024	Level 1	Level 2	Level 3	Total
Financial assets
Derivative financial instruments	-	7	-	7
Financial liabilities
Derivative financial instruments	-	3	-	3

The Bank (Group)
31 December 2023	Level 1	Level 2	Level 3	Total
Financial assets
Derivative financial instruments	-	9	-	9
Financial liabilities
Derivative financial instruments	-	44	-	44

Type	Measurement method	Significant unobservable variables

Investments carried at amortised cost	Discounted cash flows	Discount rates
Loans and receivables, loans to banks, loans to financial institutions, hire purchase receivables	Discounted cash flows	Discount rates, probability of bankruptcy, expected useful life
Liabilities to customers	Discounted cash flows	Discount rates
Debt securities issued	Discounted cash flows	Discount rates
Subordinated loans	Discounted cash flows	Discount rates

The Bank, 2024	Shareholders	Subsidiaries	Key management personnel	Other*
Loans outstanding as of 31 December 2024, net	-	-	-	1,798
Interest rate, in percent	-	-	-	7.29-8.38
Interest income on loans	-	1,225	-	143
Impairment of loans	-	-	-	(7)

Term deposits as of 31 December 2024	-	1,843	367	1,850
Interest expense on deposits	-	(43)	(9)	(59)
Interest rate, in percent	-	3.5-3.8	2.5-4.3	3.0–3.8
Demand accounts as of 31 December 2024	352	201	162	1,999

Bonds issued as of 31 December 2024	100	-	-	-
Bond interest expense	(7)	-	-	-
Interest rate, in percent	7.0	-	-	-

Subordinated loans as of 31 December 2024	-	-	-	-
Interest expense on subordinated loans	-	-	-	-
Interest rate, in percent	-	-	-	-

Service fee and commission revenue	-	10	-	11
Service fee and commission expenses	-	-	-	-
Dividend revenue from subsidiaries	-	8	-	-
Other operating revenue	-	(6)	-	(57)

The Bank, 2023	Shareholders	Subsidiaries	Key management personnel	Other*
Loans outstanding as of 31 December 2023, net	-	22,238	-	1,729
Interest rate, in percent	-	7.00	-	7.66-8.66
Interest income on loans	-	1,953	-	77
Impairment of loans	-	(297)	-	(7)

Term deposits as of 31 December 2023	-	-	160	2,121
Interest expense on deposits	-	-	(2)	(27)
Interest rate, in percent	-	-	0.85-4.5	0.45-4.25
Demand accounts as of 31 December 2023	1,225	438	118	2,975

Bonds issued as of 31 December 2023	100	-	-	-
Bond interest expense	(7)	-	-	-
Interest rate, in percent	7.0	-	-	-

Subordinated loans as of 31 December 2023	-	-	-	-
Interest expense on subordinated loans	(18)	-	-	-
Interest rate, in percent	-	-	-	-

Service fee and commission revenue	-	184	-	9
Service fee and commission expenses	-	-	-	-
Other operating revenue	-	13	-	-
Other operating expenses	-	(2)	-	(54)

The Group, 2024	Shareholders	Key management personnel	Other*
Loans outstanding as of 31 December 2024, net	-	-	1,798
Interest rate, in percent	-	-	7.29-8.38
Interest income on loans	-	-	143
Impairment of loans	-	-	(7)

Term deposits as of 31 December 2024	-	367	1,850
Interest expense on deposits	-	(9)	(59)
Interest rate, in percent	-	2.5-4.3	3.0–3.8
Demand accounts as of 31 December 2024	352	182	1,979

Bonds issued as of 31 December 2024	100	-	-
Bond interest expense	(7)	-	-
Interest rate, in percent	7.0	-	-

Subordinated loans as of 31 December 2024	-	-	-
Interest expense on subordinated loans	-	-	-
Interest rate, in percent	-	-	-

Service fee and commission revenue	-	-	11
Service fee and commission expenses	-	-	-
Other operating revenue	-	-	-
Other operating expenses	-	-	(57)

The Group, 2023	Shareholders	Key management personnel	Other*
Loans outstanding as of 31 December 2023, net	-	-	1,729
Interest rate, in percent	-	-	7.66-8.66
Interest income on loans	-	-	77
Impairment of loans	-	-	(7)

Term deposits as of 31 December 2023	-	160	2,121
Interest expense on deposits	-	(2)	(27)
Interest rate, in percent	-	0.85-4.5	0.45–4.25
Demand accounts as of 31 December 2023	1,225	173	2,920

Bonds issued as of 31 December 2023	100	-	-
Bond interest expense	(7)	-	-
Interest rate, in percent	7.0	-	-

Subordinated loans as of 31 December 2023	-	-	-
Interest expense on subordinated loans	(18)	-	-
Interest rate, in percent	-	-	-

Service fee and commission revenue	-	-	9
Service fee and commission expenses	-	-	-
Other operating revenue	-	-	-
Other operating expenses	-	-	(54)

	2024	2023
Salaries and other short-term benefits	881	947
Social security costs	15	16
Total key management personnel compensation	896	963

	31 December 2024
	Traditional banking operations and lending	Treasury	Other activities	Eliminations	Total
Internal	1,320	-	(95)	(1,225)	-
External	30,590	6,779	95	-	37,464
Interest income	31,910	6,779	-	(1,225)	37,464
Internal	(1,320)	-	-	1,320	-
External	(12,621)	(181)	-	-	(12,802)
Interest expenses	(13,941)	(181)	-	1,320	(12,802)
Internal	-	-	(95)	95	-
External	17,969	6,598	95	-	24,662
Net interest income	17,969	6,598	-	95	24,662
Internal	-	-	-	-	-
External	2,765	-	-	566	3,331
Net fee and commission income	2,765	-	-	566	3,331
Internal	-	-	(95)	95	-
External	20,734	6,598	95	566	27,993
Net interest, fee and commissions income	20,734	6,598	-	661	27,993
Internal	-	-	-	-	-
External	(18,177)	(284)	16	-	(18,445)
Operating expenses	(18,177)	(284)	16	-	(18,445)

Amortization charges	(380)	-	-	-	(380)
Depreciation charges	(1,818)	-	-	-	(1,818)

Internal	-	-	-	-	-
External	(1,001)	-	-	-	(1,001)
Impairment expenses	(1,001)	-	-	-	(1,001)
Internal	-	-	-	-	-
External	1,768	656	996	-	3,420
Net other income	1,768	656	996	-	3,420
Profit (loss) before tax	1,126	6,970	1,012	661	9,769
Income tax	(273)	(1,692)	(8)	-	(1,973)
Profit (loss) per segment after tax	853	5,278	1,004	661	7,796
Non-controlling interest	-	-	-	-	-
Profit (loss) for the year attributable to the owners of the Bank	853	5,278	1,004	661	7,796
Total segment assets	443,952	190,834	2,045	(3,821)	633,010
Total segment liabilities	566,937	3,557	42	(2,048)	568,488
Net segment assets (shareholders equity)	(122,985)	187,277	2,003	(1,773)	64,522

Restricted assets (pledged or otherwise restricted use):
	The Bank (The Group)
	31 December 2024	31 December 2023
Due from banks	879	230
Debt securities	-	-
Loans issued	14,505	16,893
Total	15,384	17,123

Tables below present the breakdown investment activities by type and grade:

	The Bank (The Group)
	31 December 2024	31 December 2023
Government bonds	61,639	55,952
Derivatives	7	9
Total	61,646	55,961


Bonds exposure by rating grade	The Bank (The Group)
	31 December 2024	31 December 2023
High grade (AAA-A)	56,581	47,060
Standard grade (B-BBB+)	5,058	8,892
Total	61,639	55,952

Bonds exposure by geography	The Bank (The Group)
Bonds exposure by geography	31 December 2024	31 December 2023
Lithuania	51,714	41,219
Romania	5,058	4,317
Poland	3,841	-
Croatia	1,026	3,742
Slovenia	-	5,841
Hungary	-	833
Total	61,639	55,952

The Bank	Not overdue	1 to 59 days	60 to 89 days	More than 90 days	Total
31 December 2024	Not overdue	1 to 59 days	60 to 89 days	More than 90 days	Total
Stage 1
Loans and receivables	364,622	3,246	-	-	367,868
Placements with BoL and other banks	129,194	-	-	-	129,194
Debt securities	61,639	-	-	-	61,639
Total	555,455	3,246	-	-	558,701

Stage 2
Loans and receivables	29,850	3,119	281	-	33,250
Placements with BoL and other banks	-	-	-	-	-
Debt securities	-	-	-	-	-
Total	29,850	3,119	281	-	33,250

Stage 3
Loans and receivables	7,017	4,457	1,131	826	13,431
Placements with BoLand other banks	-	-	-	-	-
Debt securities	-	-	-	-	-
Total	7,017	4,457	1,131	826	13,431

Total	592,322	10,822	1,412	826	605,382

The Group						The Bank
Collective impairment	Individual impairment	Credit commitments	Guarantees	Total	31 December 2024	Collective impairment	Individual impairment	Credit commitments	Guarantees	Total
(494)	-	(20)	(1)	(515)	Stage 1	(494)	-	(20)	(1)	(515)
(499)	-	(20)	(1)	(520)	Loans and receivables	(499)	-	(20)	(1)	(520)
1	-	-	-	1	Placements with BoL and other banks	1	-	-	-	1
4	-	-	-	4	Debt securities	4	-	-	-	4

33	-	(6)	-	27	Stage 2	33	-	(6)	-	27
33	-	(6)	-	27	Loans and receivables	33	-	(6)	-	27

-	1,115	-	-	1,115	Stage 3	-	1,115	-	-	1,115
-	1,115	-	-	1,115	Loans and receivables	-	1,115	-	-	1,115
-	-	-	-	-	Other financial assets	-	-	-	-	-

(461)	1,115	(26)	(1)	627		(461)	1,115	(26)	(1)	627
-					Write-offs	-	-	-	-	-
-	(3)	-	-	(3)	written off by selling portfolio	-	(3)	-	-	(3)
				377	Impact of mergers
-	-	-	-	1,001	Total change of impairment	-	-	-	-	624

The Bank	31 December 2024
	On demand	Less than 1 month	1 to 3 months	3 months to 1 year	1 to 3 years	Over 3 years	Without maturity	Total
Assets	31,320	120,219	10,977	54,427	160,581	243,145	14,117	634,786
Liabilities	179,878	25,047	41,230	237,759	67,192	19,098	291	570,495
Net gap	(148,558)	95,172	(30 253)	(183,332)	93,389	224,047	13,826	64,291
Credit commitments	-	37,839	-	-	-	-	-	37,839

	31 December 2023
	On demand	Less than 1 month	1 to 3 months	3 months to 1 year	1 to 3 years	Over 3 years	Without maturity	Total
Assets	36,745	127,646	15,611	63,700	108,304	172,796	23,268	548,070
Liabilities	164,133	20,550	32,441	180,887	64,566	28,464	296	491,337
Net gap	(127,388)	107,096	(16,830)	(117,187)	43,738	144,332	22,972	56,733
Credit commitments	-	28,167	-	-	-	-	-	28,167

The pre-tax impact of changes in currency rates, calculated on linear basis, is presented below:

	2024	2023
Increase in FX rates by 10 percent	16	14
Decrease in FX rates by 10 percent	(16)	(14)

Capital components	2024	2023	2022
General capital adequacy ratio	8	8	8
General capital adequacy ratio plus Pillar II	10.42	9.7	9.7
General capital adequacy ratio plus Pillar II and Capital conservation buffer	14.13	13.34	12.2

The capital adequacy ratio, in accordance with the requirements of the Bank of Lithuania, has been calculated as shown in the table below (%):

	The Bank		The Group
	31 December 2024	31 December 2023	31 December 2024	31 December 2023
Capital adequacy ratio	17.77	19.50	17.87	19.81