ALISA BANK
Annual Report
2025
This report has been translated into English from the original Finnish version. In case of discrepancies, the Finnish version shall prevail.
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Contents
Alisa Bank in brief ........................................................................... 3
Strategy ................................................................................................... 6
CEO’s review .......................................................................................... 7
Highlights of the Year .......................................................................... 9
Key figures ........................................................................................... 10
People, Culture and Values .............................................................. 11
Board of Directors´ Report ............................................................ 14
Business environment ...................................................................... 16
Financial performance ...................................................................... 16
Capital adequacy and risk management ....................................... 17
General meeting, Board of Directors, CEO and auditor .............. 20
Shares and shareholders .................................................................. 21
Group structure .................................................................................. 22
Personnel and locations ................................................................... 22
Material events after the review period ........................................ 22
Financial targets and outlook for 2026 .......................................... 23
Calculation of key figures ............................................................ 24
Financial Statements .................................................................... 25
Group’s Financial Statements .......................................................... 26
Parent companys Financial Statements ........................................ 69
Signatures of the Financial Statements ......................................... 88
Auditor’s Report .................................................................................. 89
Auditor’s ESEF Assurance Report .................................................... 93
Governance .................................................................................... 95
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Rewriting the rules
of SME banking
Alisa Bank isn’t just updating banking - we’re rewriting how it works. Inspired
by birds, we move with purpose and freedom, creating financial tools that help
businesses rise without friction. Alisa gives wings to growth by embedding
banking into everyday business tools, freeing SMEs to focus on business.
On the surface, customers and partners experience simplicity and flow.
Beneath it, they can trust a bank built on wisdom, compliance, and strong
Nordic foundations.
Together with partners, we shape a new banking era. One that moves with
agility, stands out with confidence and always stays one step ahead of where
business is heading.
ALISA BANK IN A BRIEF
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From
foundation
to flight
OUR HISTORY
Long before the birds took flight, Alisa was forming its foundation. In 2022, two
complementary strengths came together. Fellow Finance brought years of digital
finance expertise. Evli Bank added the stability and trust of a regulated deposit
bank. Together, they created the first version of what Alisa would become.
But the story didn’t stop there. In 2024, we expanded our wings by merging with
PURO Finance, the Nordic leader in invoice financing. This wasn’t just growth, it
was a step that deepened our expertise in the product that would become the
heart of our strategy.
And in 2025, we made another decisive move. We sold a significant part of our
consumer credit portfolio, a strategic shift that sharpened our focus on SME
financing. By letting go of what no longer served our direction, we created more
room to invest in the future we are building.
Each milestone brought us closer to the bank we are today, a modern,
technology-driven Finnish institution that blends the reliability of a regulated
bank with the agility and mindset of a fintech.
A bank built to move differently. To think differently. To serve differently. And a
bank ready not just to follow the future of SME banking - but to shape it.
ALISA BANK IN BRIEF GOVERNANCEFINANCIAL STATEMENTSALISA BANK | ANNUAL REPORT 2025 BOARD OF DIRECTORS’ REPORT
Our banking services are integrated directly into the digital platforms
businesses use every day. This enables faster access, greater
transparency, and a more efficient user experience.
Traditional banking was not built for the speed and complexity of
modern businesses. By integrating banking services directly into
existing business systems, we reduce complexity and eliminate friction
in financial processes.
The result is banking that feels more like e-commerce: fast to access,
transparent by design, and frictionless to use. No unnecessary steps,
no disconnected systems, just financial services that work in the
background so businesses can focus on growth.
• For SMEs, we provide instant access to financing inside
existing business tools.
• For partners, we offer a fully compliant banking backbone
they can trust and scale with.
• For depositors, we offer secure savings that fuel the
growth of Nordic SMEs.
WHAT WE ARE TODAY
We make banking
seamless
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Seamless
banking services
embedded in
digital channels
STRATEGY
Alisa Bank is a Finnish bank focused on providing scalable,
technology-driven financial services to SMEs, deposit customers,
and platform and banking partners.
Our strategy is built on a Banking-as-a-Service model, where banking
capabilities are embedded into partner platforms to support SMEs’
liquidity management and financing needs as part of their daily
business processes.
A strong domestic position in Finland forms the foundation for our
growth and provides a stable base for further development and
scalability. International expansion is pursued selectively across
European markets through a partnership-led model.
Invoice financing serves as our primary scalable growth product,
offering an efficient solution for SMEs’ working capital needs while
supporting our long-term growth strategy.
Strategic Cornerstones
Capital-efficient growth:
Invoice financing–led
growth, fee-based income,
selective European markets
Technology: Automated
processes, scalable IT and
real-time risk management
Customer focus: Seamless
digital banking and broad
access to invoice financing
Partnerships: Compliant
integrations enabling scale
and international growth
Target Groups
Platform & banking
partners
Savers / deposit
customers
Corporate
customers
Core Products
Invoice financing, accounts & deposits,
cards, selected loans
Financial Targets (by the end of 2027)
>15% ~ 20% 16% < 50%
Return
on equity
Growth
in business
revenue
Capital
adequacy ratio
Cost-to-Income
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Towards strategy-
aligned growth
In 2025, the bank advanced decisively in
its strategic shift toward a business model
focused on financing small and medium-sized
enterprises.
The past year fell clearly short of targets in terms of both the
sales of financing products and the utilisation rate of invoice
financing limits. Although business lending sales recovered
in the second half of the year, total balance sheet income
remained below target. In contrast, the development of
deposit net interest income exceeded the target, supported
by successful funding of business customers. The Bank’s
costs developed as planned, and the implemented cost-
saving measures will become more clearly visible in 2026.
Depreciation for 2025 includes one-off write-downs of
capitalised development costs related to the sale of the
consumer lending business, which increased depreciation
for the financial year by EUR 0.8 million.
CEO’S REVIEW
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We executed our strategy in a determined manner, focusing
on banking services for SMEs and invoice financing. As
part of this, we sold a significant portion of the consumer
loan portfolio and discontinued the sale of almost all
consumer-oriented products. The transaction resulted in
a total one-off gain of EUR 2.4 million. At the same time,
sales and marketing efforts were successfully strengthened
to accelerate growth in business financing. The invoice
financing cooperation agreement with Nordea, signed
towards the end of the year, further supported the positive
development in demand. Growth in business customer
deposits continued, particularly through Banking-as-a-
Service partner channels, although the overall deposit base
was deliberately reduced in non-strategic channels.
Market environment and future development
Although some positive signs can be observed in demand
for banking and financing services among SMEs, we do
not expect the external operating environment to turn
loan products, and the launch of Banking-as-a-Service
partnerships in Sweden. Measures related to the renewal of
business loan products and the development of the Swedish
market will continue as planned.
The Bank will continue measures to strengthen the credit
quality of the SME financing loan portfolio, with the
objective of reducing the NPL ratio during the current year.
Lowering funding costs and streamlining the operational
cost structure are key priorities in improving risk-adjusted
returns. Going forward, the development of operating profit
will be materially dependent on the development of sales
volumes.
Warm thanks to our personnel and customers for the past
year.
Sampsa Laine
CEO
The success of marketing efforts and partnerships,
such as the invoice financing collaboration with
Nordea that began at the end of the year, accelerated
the growth in demand for corporate financing toward
the end of the year.
clearly more favourable in terms of demand for financing.
Euribor rates are expected to remain close to current levels,
supporting the assessment of a neutral macroeconomic
impact on earnings.
The general cautiousness of the banking sector is expected
to continue, which supports demand for Alisa Bank’s
services in the current financial year. We expect the positive
sales development of our products, which began in the
summer of 2025, to continue, supported by an increased
number of financial management software and banking
partnerships, as well as our own sales and marketing
efforts. At the same time, we are assessing opportunities for
inorganic growth of the business financing balance sheet by
utilising capacity released from consumer finance.
The Bank’s strong capital adequacy and liquidity position,
together with a low average cost of funding, support our
competitiveness in business financing. At the same time,
the deposit margin is expected to continue to increase.
The Bank’s strategic development priorities include
invoice financing, the further development of business
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Highlights of the year
During 2025, Alisa Bank focused on the core of its strategy: partnerships, integrated banking
solutions, growth in invoice financing, and a capital-efficient and transparent business model.
We continued to grow both through our own and partner channels.
Several new collaborations, a product launch, and the decision to exit consumer financing
strengthened the company’s position as a modern, technology-driven corporate bank.
April
We began a partnership with
Fennoa to deliver banking
services for corporate
customers.
October
We launched a
partnership with Nordea
to offer invoice financing
to Nordea’s entrepreneur
clients, leveraging Alisa’s
technology.
February
We launched a partnership
with Administer to provide
banking and financing services
to corporate clients.
August
We expanded our business
card offering by introducing
a new service model.
We made a strategic decision
to exit consumer financing
and sold a significant portion
of our loan portfolio to
Bankaktiebolaget Nordiska
(Publ).
December
We launched a partnership
with Netvisor to provide
account and financing services
to Netvisor users.
Strategic
significance
These actions advanced the
bank’s Banking-as-a-Service
strategy, strengthened the
partner-driven distribution
model, and reinforced the core
offerings of the corporate bank.
The decision to exit consumer
lending was a strategic choice
that clarifies Alisa Bank’s
position as an SME-focused
bank and supports the growth
of the deposit base.
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Key figures at
the end of 2025
Loan portfolio
million EUR
59
Deposits
million EUR
257
Customer recommendation
index (NPS)
43
Income
million EUR
14,9
Costs / Income
92%
Capital Adequacy Ratio
34,6%
Return on Equity
-5,9%
Active banking customers
44 000
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Built
together
In 2025, Alisa focused purposefully on developing its work
community. Extensive work on culture, values, and brand,
carried out together with the personnel, clarified a shared
understanding of what Alisa is as a workplace today and
what we want it to become in the coming years. The work
was based on strong participation: employees were actively
involved in workshops, discussions, and joint definitions, which
strengthened commitment and a sense of community.
The culture and values work created a strong foundation
for Alisa’s future as an employer. A shared direction, clear
operating principles, and strengthened sense of community
support the implementation of our strategy and help build
Alisa as a workplace where people thrive, develop, and take
pride in their work.
In 2026, we will focus on developing our leadership to be
more coaching-oriented, strengthening collaboration between
teams, supporting well-being at work, and ensuring that Alisa’s
values are reflected concretely in all our daily activities. We
want to build a work community where everyone can grow,
make an impact, and feel proud of their work.
PEOPLE
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Culture and values
Values
As part of the overall initiative, a culture working group was established with the
task of defining Alisa’s cultural vision and its key building blocks. The resulting
cultural vision defines Alisa’s target state as a workplace. It emphasizes coaching
and empowering leadership, cross-team collaboration, informal knowledge
sharing, balanced workloads, and well-being in both work and life.
In our culture, celebrating successes and giving feedback are an integral
part of daily life, and we take pride in Alisa’s development as well as the growing
recognition of our brand.
Three key building blocks were defined as the foundation of our culture: a growth
mindset, openness, and well-being at work. These guide daily operations, leadership,
and collaboration, while supporting employee well-being and Alisa’s sustainable growth.
Respect
— Valuing Everyone
We treat every individual with
dignity, kindness, and fairness.
We listen actively, celebrate
differences, and foster an
environment where everyone feels
seen, heard, and valued.
Ownership
— Owning Actions
We take accountability for our
decisions, actions and outcomes.
Integrity and reliability guide how
we work, both independently and
together.
Innovation & Growth
— Staying Curious
We challenge the status quo, ask
bold questions, and stay curious.
Through continuous learning
and creative thinking, we adapt,
improve, and drive progress.
Solution-Oriented
— Providing Answers
That Matter
We don’t dwell on problems
—we solve them. With a practical
mindset and a collaborative
spirit, we turn challenges into
opportunities and deliver results
that matter.
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Created by
Alisa for Alisa
BRAND
In 2025, Alisa Bank reached
turning point. The brand that
had supported our early growth
no longer fully reflected the
bank we were becoming. As our
strategy sharpened and our
culture strengthened, it became
clear that we needed a more
distinctive, forward-looking
expression of who we are.
The idea for our new brand came
from within. One ordinary day,
a simple image on a colleague’s
screen sparked a concept: what
if our brand moved the way a
modern digital bank should
- fast, clear, confident, like
a bird in flight?
This internal spark became the
foundation of our new brand. The
bird theme naturally reflected
our strategic direction and values,
and it was developed through
collaboration across teams. Our
brand now expresses the identity
that had been evolving within the
organization for years.
Choosing this direction required
courage. It meant moving away
from traditional banking imagery
and embracing a modern,
distinctive visual identity. More
importantly, it reflected our
strategic ambition: to lead the
next era of SME banking and
embedded financial services.
Since its launch, the new brand
has reinforced our purpose,
strengthened our culture, and
aligned with our strategy. It is
now more than a logo or visual
identity, it is a symbol of who
we are and the direction we are
heading. In short, we have found
our wings.
And this is just the beginning.
Our full brand journey is only
starting, and you’ll see much
more in the months ahead.
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Board of Directors’
Report
Alisa Bank Plc (“Alisa Bank”, ”Alisa” or “the company”) is a financial
technology company that provides seamless banking services through
digital channels. We serve SME customers, deposit customers seeking
competitive interest returns on their deposits and partners. Together
with our partners, we offer integrated banking services in the channels
where customers carry out their daily business.
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• Operating income decreased from comparison period to EUR 14.9 million (17.0).
• Operating expenses increased to EUR 13.7 million (12.8).
• Realised and expected credit losses decreased to EUR 3.3 million (5.5).
• January-December profit before non-recurring items and taxes was EUR -3.4 million (-0.1).
Profit before taxes was EUR -2.1 million (-1.3).
• Total capital adequacy ratio increased to 34.6 percent (17.6) due to the sale of the
consumer loan portfolio.
• Loan portfolio before reducing expected credit losses decreased to EUR 58.9 million
(149.5). The business customer loan portfolio decreased to EUR 45.4 million (47.6) and the
loan portfolio of consumer customers decreased to EUR 13.4 million (101.9).
• Deposits decreased to EUR 256.5 million (394.6). Liquidity remained good, and the LCR
liquidity ratio was 1,210 percent (12/2024: 710) at the end of the financial year.
CONSOLIDATED KEY FIGURES
EUR 1,000 2025 2024 2023
Net interest income 12,263 15,075 14,757
Net commission income and expenses 1,402 1,815 1,785
Total operating costs -13,697 -12,781 -11,398
Realised and expected credit losses -3,309 -5,527 -5,443
Profit before taxes -2,093 -1,317 -140
*Profit before non-recurring items and taxes
-3,351 -137 389
*Cost to income ratio, %
92 75 68
Balance sheet total 305,959 450,604 312,398
*Return on equity (ROE), % -5.9 -3.9 -0.5
*Capital adequacy ratio (TC), % 34.6 17.6 15.1
*Common Equity Tier 1 (CET1) capital ratio, % 31.1 15.1 12.0
Number of employees at end of period 79 80 78
*Earnings per share (EPS), euros -0.01 -0.01 0.00
*Credit losses / loan portfolio, % 5.6 3.7 3.2
2025 financial year in brief
* The formulae for calculating the key figures and alternative key figures are presented in chapter The formulas of key figures.
Alisa Bank is a financial technology company that provides seamless banking services through
digital channels. We serve SME customers, deposit customers seeking competitive interest
returns on their deposits and partners. Together with financial management software
providers, banking partners, and wealth management partners, we deliver integrated banking
services where customers carry out their daily business. Alisa Bank Plc’s shares are listed on the
main list of Nasdaq Helsinki (ALISA), and it holds a license granted by the Financial Supervisory
Authority.
The cornerstones of the revised strategy for the 2024 financial year are partnerships,
technological capabilities, responding to customer needs and capital-efficient and profitable
growth. Banking-as-a-Service (BaaS) strategy is based on both existing and new partnerships,
such as with financial software providers, other banks, and asset managers. In the 2025
financial year, the company’s service selection included consumer and SME customers lending
as well as payment services and savings account products.
Key events in the financial year
During the financial year 2025 Alisa Bank continued implementing its strategy:
• As part of its renewed strategy, Alisa Bank decided to exit consumer lending business. The
transaction, in which a significant portion of the portfolio was sold, was completed in December
2025.
• In the autumn, cooperation with Nordea was launched with the aim of offering invoice financing
services to Nordea’s entrepreneur customers using Alisa Bank’s technology.
• During the financial year, cooperation agreements were also concluded to provide Alisa’s
financing and account services within the financial management software of Administer, Fennoa,
and Visma.
• The company launched a new business card without a credit feature alongside its existing
business credit card.
Company’s business
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Business environment
Finland’s economic development in 2025 remained weaker than previously assessed, and
signs of economic recovery remained limited. Uncertainty related to developments in the
global economy and geopolitics, as well as the tightening of trade policy, slowed economic
growth. The operating environment remained challenging, particularly for companies, and
the number of bankruptcies stayed at a high level. Confidence among both consumers and
businesses remained weak during the year. Employment continued to weaken compared to
2024, and the unemployment rate stood at 10.7 per cent at the end of 2025 (8.9).
According to the Bank of Finland’s estimate, economic growth will remain at 0.2 per cent this
year and is expected to increase to 0.8 per cent and 1.7 per cent in the following years. Inflation
slowed to below 1.5 per cent in 2025 and is expected to remain at approximately the same level
in 2026 as well. Public finances will remain clearly in deficit and indebtedness will continue.
The general level of interest rates has declined compared to a year earlier, and the three-month
Euribor rate stood at 2.0 per cent at the end of the financial year. During the review period, the
European Central Bank lowered its deposit facility rate four times, bringing it down to 2.0 per cent.
The volume of corporate lending in Finland increased by 2.8 per cent compared to the
previous year. During 2025, a total of 3,906 companies were declared bankrupt, representing
an increase of 12 per cent year-on-year (3,488 bankruptcies in the previous year).
In Finland, corporate deposits increased by 3.9 per cent and household deposits by 4.4 per
cent compared with previous year.
Financial performance
The continued uncertainty in the operating environment weakened the financial performance
during the financial year and was reflected in weaker demand across all of the bank’s
main products as well as in a high level of credit loss provisions. Utilisation rates of invoice
financing limits remained at an exceptionally low level. In addition, growth sought through
Banking-as-a-Service partnerships has not developed as targeted.
Group’s profit before non-recurring items and taxes was EUR -3.4 million (-0.1). The profit
before taxes was EUR -2.1 million (-1.3), and the loss for the year was EUR -2.1 million (-1.2).
In December 2025, the bank sold a significant portion of its consumer loan portfolio for a
purchase price of EUR 51 million. The transaction had a positive impact of EUR 2.4 million on
the result for the financial year 2025. In connection with the transaction, impairment losses
of EUR 0.8 million were recognised on capitalised IT development costs related to consumer
lending on the balance sheet, which had a one-off negative impact on the result.
The group’s income for the financial year, including net interest income, net fee income, net
income from securities and currency operations and other operating income, was EUR 14.9
million (17.0). Net interest income was EUR 12.3 million (15.1). Interest income decreased by 36
percent to EUR 18.9 million (29.5) and interest expenses decreased by 54 percent to EUR 6.6
million (14.5). The development of interest income was particularly affected by the decrease
and sale of the consumer loan portfolio. The development of interest expenses was driven
both by a reduction in deposit volumes and by lower funding costs resulting from the general
interest rate trend. Net fee income decreased to EUR 1.4 million (1.8).
The total costs of the financial year, including depreciation and write-downs, increased
slightly during the financial period to EUR 13.7 million (12.8). The increase in expenses
compared to previous year was impacted by the combination of Alisa Bank and PURO
Finance in May 2024. The expenses for the financial year 2025 included EUR 1.2 million (1.2)
of non-recurring items, which mainly consisted of the write-downs of intangible assets and
the sale of the consumer loan portfolio.
Personnel expenses increased to EUR 6.9 million (6.3). Other administrative expenses - including
office, IT, representation and marketing expenses as well as costs related to consulting – were
EUR 4.3 million (4.9). Depreciation and impairment were EUR 2.4 million (1.3) and other operating
expenses were EUR 0.1 million (0.3). Other operating expenses include, for example, fees to
authorities. In the second half of the year, the company implemented cost-saving measures.
After the end of the financial year, change negotiations were conducted to restructure the
organization following the exit from consumer loan business and to achieve cost savings. As a
result of the change negotiations, the number of employees decreased by 7 persons.
Realised and expected credit losses amounted to EUR 3.3 million (5.5). The change in the
expected credit losses in the income statement was EUR 2,4 million (0.6), improving the
result. Realised credit losses decreased to EUR 5.7 million (6.2).
Balance sheet and financing
The total amount of the group’s balance sheet decreased during the financial year to EUR
306.0 million (450.6). Assets, EUR 306.0 million, mainly consisted of cash EUR 210.7 million
(279.4) and loans granted to customers (claims on the public and public sector entities) EUR
55.4 million (143.7).
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The bank’s key intangible assets are its personnel, IT systems, and strategic partnerships. Some
of these assets are recorded on the balance sheet as goodwill and intangible assets. These
resources play a central role in the implementation of the strategy. Intangible assets, EUR 15.1
million (16.5), include EUR 13.3 million (13.3) goodwill generated in business acquisitions and
EUR 1.2 million (2.3) of capitalised product development costs and customer contracts EUR 0.6
million (0.9). During the financial year, intangible assets were written down as a one-off item
totaling EUR 1.0 million. The majority related to the exit from consumer lending operations.
The portion of the write-downs related to customer contracts and the system arising from the
acquisition of Mobify Invoices Ltd amounted to EUR 0.1 million. During the year, EUR 0.6 million
(EUR 0.6 million) of product development expenses related to the development of digital
banking services were capitalised.
The Group’s liabilities EUR 271.3 million (413.9), mainly consisted of liabilities to the public
and public-sector entities that decreased during the financial year by 35 percent to EUR
256.5 million (394.6). The group’s equity decreased to EUR 34.7 million (36.7).
Risks and capital adequacy
The Bank focuses on SME financing and serving savings customers through digital channels.
During the financial year, the Bank decided to exit retail lending activities as part of sharpening its
business focus and improving profitability, and sold a significant portion of its personal customer’s
loan portfolio. The sale of the remaining portfolio is expected to be completed in 2026.
Risk management is an integral part of the Bank’s governance and preparedness for changes in
the operating environment, and the Bank’s most significant risks relate to credit, operational -
and compliance, strategic, market- and liquidity risks.
Risk management principles and organisation
Risk management is an integral part of the Company’s business management and the
implementation of its strategy. Its objective is to safeguard uninterrupted income generation,
ensure sufficient risk-bearing capacity, and support sustainable profitability through the
appropriate pricing and management of risks.
The Board of Directors is responsible for the overall risk management of the Group and
determines the Company’s risk appetite, principles and limits. Risk management is based
on the business strategy, risk management policy approved by the Board, and regular risk
reporting. The Company does not take on significant risk concentrations relative to its financial
capacity, and its risk position is monitored in accordance with the limits set by the Board.
Day-to-day risk monitoring is the responsibility of executive management, and the Company
has risk management and internal control functions that are independent of the business.
Risk Control, Compliance and Internal audit
The Company has risk management and internal control functions that are independent
of the business, supporting the Board of Directors and executive management in ensuring
effective risk management and regulatory compliance. The Risk Control function monitors
compliance with risk limits and risk-taking principles and reports regularly to executive
management and the Board.
The Compliance function supports compliance with regulatory requirements and internal
policies and participates in the management of compliance risks. Internal Audit assesses
the effectiveness of internal control and risk management in accordance with the audit plan
approved by the Board of Directors.
Risk position
Alisa Bank’s key risks relate to credit and counterparty risks, operational risks, and interest
rate risk in the banking book. Uncertainty in the operating environment may weaken the
profitability and investment appetite of SMEs, which could affect financing volumes and
increase credit loss risk.
With regard to operational risks, fraud risks have increased, particularly in digital channels.
The Bank strengthens the management of fraud risks through proactive control and
monitoring procedures and by continuously developing processes and capabilities to
respond to the evolving threat landscape. The objective is to identify and prevent fraud
incidents at the earliest possible stage and to limit their financial and reputational impacts.
The loan portfolio decreased during the financial year compared to the previous year and
amounted to EUR 58.9 million (EUR 149.5 million). The reduction in the loan portfolio was
mainly due to the sale of a significant portion of the personal customer’s loan portfolio. At the
balance sheet date the Company had one customer group exposure exceeding 10 per cent
of Common Equity Tier 1 capital as calculated for capital adequacy purposes. The exposure is
largely mitigated by an eligible guarantee from an export credit agency. Business lending was
primarily concentrated in manufacturing, wholesale and retail trade, and real estate activities.
Concentration risk is monitored at the level of customer groups and industry sectors.
The amount of non-performing exposures decreased year-on-year to EUR 5.6 million (EUR
7.1 million). The NPL ratio was at 9.5 per cent (4.8 per cent) at the end of the reporting
ALISA BANK IN BRIEF GOVERNANCEFINANCIAL STATEMENTSALISA BANK | ANNUAL REPORT 2025 BOARD OF DIRECTORS’ REPORT
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period. The increase in the ratio was mainly due to the contraction of the loan portfolio.
The NPL ratio of the business loan portfolio was 7.1 per cent. Non-performing exposures
consisted mainly of business lending, and their level was affected by an increase in SME-
companies’ bankruptcies. Business loan NPLs included one significant customer exposure of
EUR 2.0 million, of which large part is mitigated by an eligible guarantee from an export credit
agency. A full loan loss provision had been recognised for the unguaranteed portion. In the
NPLs calculation the customer exposure is recognized to full value without the guarantee.
Market risk mainly consists of interest rate risk in the banking book and a minor foreign
exchange risk. Interest rate risk arises from differences in the interest rate repricing and
maturities of assets and liabilities. Approximately 14 per cent of the loan portfolio consists
of long-term fixed-rate financing, while the majority of the total loan portfolio is short-term,
fixed-rate invoice financing.
Interest rate risk is continuously monitored using, among other measures, sensitivity analyses
of the economic value of equity and net interest income. As at 31 December 2025, a two
percentage point increase in interest rates would increase the economic value of own funds
by 2.9 per cent and improve net interest income by approximately EUR 1.7 million per year,
while a corresponding decrease would reduce the economic value of own funds by 3.7 per
cent and decrease net interest income by approximately EUR 1.7 million per year.
Capital adequacy management
The objective of the Bank’s capital adequacy management is to ensure a sufficient level of
capital in relation to the risks of its business and changes in the operating environment.
Capital adequacy is assessed on a comprehensive basis, taking into account both regulatory
capital requirements and the key business and balance sheet–related risks.
The Board of Directors is responsible for the overall management of capital adequacy and
determines the risk strategy and capital targets to ensure the Bank’s risk-bearing capacity and
continuity of operations.
Capital adequacy and own funds
In the capital adequacy calculation Alisa Bank uses the Standardised Approach for the credit
risk calculation and the basic indicator approach for operational risks. The Bank’s total capital
requirement consists of the statutory Pillar 1 requirements and the discretionary additional
capital requirement (Pillar 2) imposed by the Financial Supervisory Authority. At the end of
the financial year, the Group’s capital adequacy was strong and clearly exceeded regulatory
requirements. The total capital ratio was 34.6 per cent and the Common Equity Tier 1 (CET1)
ratio was 31.1 per cent, providing the Bank with a substantial buffer against business risks and
changes in the operating environment. The Group’s capital structure consists of core capital and
supplementary capital, and the level of own funds supports the Bank’s strategic objectives and
risk-bearing capacity.
ALISA BANK TOTAL CAPITAL REQUIREMENT 31 DECEMBER 2025
Additional Capital Requirements
Pillar I minimum capital
requirement
Capital
conservation
buffer
Systemic
risk buffer
Pillar 2 (SREP)
capital
requirement
Total capital
requirement
Capital
% M€ % % % M€ % M€
CET1 4.50% 2.82 2.50% 1.00% 1.27% 0.80 9.27% 5.82
AT1 1.50% 0.94 0.42% 0.26 1.92% 1.20
T2 2.00% 1.25 0.56% 0.35 2.56% 1.61
Total 8.00% 5.02 2.50% 1.00% 2.25% 1.41 13.75% 8.63
CAPITAL AND RISK POSITION
EUR 1,000 31 DEC 2025 31 DEC 2024
Common Tier 1 Capital before adjustments 34,671 36,663
Adjustments to Common Tier 1 Capital -15,132 -16,534
Common Tier 1 Capital in total (CET1) 19,539 20,128
Additional Tier 1 Capital in total (AT1) 0 0
Total Tier 1 Capital (T1 = CET1 + AT1) 19,539 20,128
Tier 2 Capital before adjustments 6,100 6,100
Adjustments to Tier 2 Capital -3,914 -2,694
Tier 2 Capital in total (T2) 2,186 3,406
Total risk weighted exposure amounts
Credit and Counterparty risk
45,892 105,182
Market risk 758 803
Operational risk 16,087 27,387
Risk weighted exposures in total 62,738 133,372
Common Equity Tier 1 ratio (CET 1), %
31.1% 15.1%
ALISA BANK IN BRIEF GOVERNANCEFINANCIAL STATEMENTSALISA BANK | ANNUAL REPORT 2025 BOARD OF DIRECTORS’ REPORT
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CAPITAL AND RISK POSITION
EUR 1,000 31 DEC 2025 31 DEC 2024
Tier 1 ratio (T1), % 31.1% 15.1%
Total Capital Ratio (TC), % 34.6% 17.6%
LEVERAGE RATIO
EUR 1,000 31 DEC 2025 31 DEC 2024
Total Tier 1 Capital 19,539 20,128
Total Exposure Amount 292,327 435,042
Leverage ratio (LR), % 6.7% 4.6%
Liquidity and stable funding
Liquidity risk can be defined as a mismatch between incoming and outgoing cash flows. The
risk may materialise if the Company is unable to meet its payment obligations as they fall
due. The Company’s main liquidity risks arise from maturity mismatches between funding and
lending.
Liquidity adequacy is ensured by setting a cash reserve limit defined by the Company’s Board
of Directors. The Company prepares for the repayment of future liabilities by restricting
lending, if necessary, in the coming years, thereby safeguarding its liquidity position. The
Company’s liquidity remained stable and at a good level throughout 2025.
At the end of the financial year, the Company’s Liquidity Coverage Ratio (LCR) was 1,210 per
cent (minimum requirement 100 per cent). The liquidity buffer consisted entirely of high-
quality liquid assets (Level 1 assets), namely deposits held with the Bank of Finland.
The Net Stable Funding Ratio (NSFR), which measures the adequacy of stable funding, stood
at 441 per cent at the end of the reporting period (minimum requirement 100 per cent). The
Company has no outstanding bond issuances. The majority of its funding consists of retail
deposits, i.e. deposits from private individuals and SMEs.
LCR AND NSFR
EUR 1,000 31 DEC 2025 31 DEC 2024
Liquidity
LCR-ratio (12 months average) %
685% 884%
Total high quality liquid assets (12 months average) 216,982 314,526
Cash outflow (12 months average) 49,839 52,286
Cash inflow (12 months average) 18,185 16,711
Total net cash outflow (12 months) 31,654 35,575
Net Stable Funding
Total available stable funding
264,636 380,686
Total required stable funding 60,049 119,484
NSFR-ratio % 440.7% 318.6%
ALISA BANK IN BRIEF GOVERNANCEFINANCIAL STATEMENTSALISA BANK | ANNUAL REPORT 2025 BOARD OF DIRECTORS’ REPORT
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General meeting, Board of Directors,
CEO and auditor
The Annual General Meeting of Alisa Bank was held on March 20, 2025. The General Meeting
approved the financial statements for the financial year 2024 and granted discharge from
liability to the members of the Board of Directors, the CEO, and the Deputy CEO, and
approved the company’s remuneration report. No dividend was paid for the financial year
2024.
The Extraordinary General Meeting of Alisa Bank Plc was held on May 27, 2025. The General
Meeting decided on the number of board members (7), the election of two new board members,
and the selection of the chairman and vice-chairman of the board.
At the end of the financial year, the company’s board of directors comprised the following
members:
• Olli-Petteri Lehtinen (Chairman of the Board) from 27 May 2025
• Johanna Lamminen (Vice Chairman of the Board)
• Karri Haaparinne
• Sami Honkonen
• Peter Ramsay from 27 May 2025
• Marjo Tomminen
• Tero Weckroth
During the financial year, the following members have also served on the company’s board of
directors:
• Markku Pohjola (Chairman of the Board) until 20 March 2025
• Jukka Salonen (Chairman of the Board 20 March - 4 April 2025) until 4 April 2025
During the period 4 April 2025 – 27 May 2025, the board worked under the leadership of
Vice-Chairman Johanna Lamminen.
Johanna Lamminen serves as Chair of the Audit Committee, and the members are Sami
Honkonen and Marjo Tomminen. Karri Haaparinne serves as Chair of the Personnel
Committee, and the members are Peter Ramsay and Tero Weckroth.
Sampsa Laine serves as the company’s CEO and Kukka Lehtimäki serves as Deputy CEO.
The auditing firm KPMG Oy Ab acts as the auditor, with APA Tiia Kataja as the principal
auditor. The auditor is paid according to a reasonable invoice approved by the company.
ALISA BANK IN BRIEF GOVERNANCEFINANCIAL STATEMENTSALISA BANK | ANNUAL REPORT 2025 BOARD OF DIRECTORS’ REPORT
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Authorising the Board of Directors to decide on the purchase of treasury shares
According to Alisa Bank Plc’s Annual General Meeting, the Board of Directors is authorised to
decide on the acquisition of a maximum of 7,501,578 own shares in one or more installments with
the company’s free equity capital. The number of shares corresponds to approximately 5 percent
of the Company’s shares. The shares are acquired in a public trading organized by Nasdaq Helsinki
Oy, other than in proportion to the shareholders’ holdings, at the market price at the time of
acquisition. The authorisation is valid until the end of the next Annual General Meeting, but no later
than 30 June 2026. The authorisation can be used, for example, to implement possible business
acquisitions and incentive systems for key personnel or for other purposes decided by the Board.
The shares acquired on the basis of the authorisation can otherwise be further transferred, kept by
the company or cancelled. The Board can decide on all other conditions for acquiring own shares.
The company’s previous authorisation for the purchase of its own shares expired at the Annual
General Meeting on 20 March 2025.
Authorisation of the Board to decide on issuing shares and option rights and
other special rights entitling to shares
According to Alisa Bank Plc’s Annual General Meeting, the Board of Directors is authorised
to decide on the issue of shares and the issue of special rights entitling to shares referred to
in Chapter 10, Section 1 of the Limited Liability Companies Act in one or more installments,
either against payment or without payment. The number of shares to be issued, including
shares obtained based on special rights, can be a maximum of 7,501,578 shares in total. The
Board can decide to issue either new shares or transfer any of its own shares that may be in
the company’s possession.
The maximum amount of authorization corresponds to about 5% of all the company’s shares,
based on the situation on the day of the meeting notice. The authorisation entitles the Board
to decide on all conditions for issuing shares and granting special rights entitling to shares,
including the right to deviate from the shareholders’ preemptive right. The authorisation
is to be used, for example, to pay the purchase prices of business transactions, to pay the
incentive fee according to the incentive system for key personnel, or for other purposes
decided by the Board. The authorisation also includes the right to decide whether the
subscription price of the share will be fully or partially entered into the invested unrestricted
equity fund or as a share capital increase. The authorisation is to be valid until the end of the
next Annual General Meeting, but no later than 30 June 2026. The previous authorisation of
the Board ended with the Annual General Meeting on 20 March 2025.
Alisa Bank’s shares
Shares of Alisa Bank Plc are listed on the main list of Nasdaq Helsinki under the trading
symbol ALISA. The number of shares in the company was 150,031,563 at the end of
December (150,031,563 shares 31 Dec 2024).
The company’s share capital stood at EUR 18.3 million (18.3) at the end of December. The
number of shares held by Alisa Bank at the end of December was 14,081.
The closing price of Alisa Bank Plc share was EUR 0.23 on 30 December 2025, the last trading
day of the review period. During January-December 2025 its lowest price was EUR 0.16, with
the highest price being EUR 0.24. Alisa Bank’s market value was EUR 34.2 million at the end
of the reporting period.
Ten largest shareholders
The shareholders’ holding information is based on the list of shareholders maintained by
Euroclear Finland Ltd on 31 December 2025.
Total number of shares % of all shares
1.
Evli Plc
15,288,303 10.19
2.
Taaleri Plc
15,288,303 10.19
3.
Kempinvest Oy
13,392,003 8.93
4.
Heikki Vaiste
8,247,384 5.50
5.
Mininvest Oy
7,152,725 4.77
6.
Oy Scripo Ab
5,500,000 3.67
7.
TN Ventures Oy
5,497,354 3.66
8.
Saxo Bank A/S
5,398,895 3.60
9.
Oy Prandium Ab
4,754,100 3.17
10.
Veikko Laine Oy
4,624,489 3.08
Shares and shareholders
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Group structure, personnel and locations
The Alisa Bank Group consists of the parent company Alisa Bank Plc and its wholly owned
subsidiaries Fellow Finance Česko s.r.o. and Fellow Finance Deutschland GmbH. During the
financial year, liquidation and dissolution proceedings were initiated for Fellow Finance
Deutschland GmbH, which are expected to be completed during the 2026 financial year. The
subsidiary PURO Finance SPV1 Oy merged into the parent company Alisa Bank Plc on 30 April
2025. Fellow Finance Česko s.r.o. had no active business operations during the financial year.
At the end of December 2025, the group employed 79 people (12/2024: 80). In Finland, 76
people (77) worked at the offices in Helsinki and Turku, and a total of 3 (3) people in other
operating countries.
Corporate governance and remuneration
statement
Alisa Bank publishes the Corporate Governance Statement and the Remuneration Policy and
Statement on its website at the same time as the Annual Report link.
Material events after the review period
There are no known events after the end of the financial year that would require the
presentation of additional information or that would significantly affect the company’s
financial position.
ALISA BANK IN BRIEF GOVERNANCEFINANCIAL STATEMENTSALISA BANK | ANNUAL REPORT 2025 BOARD OF DIRECTORS’ REPORT
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Outlook for 2026
In the current financial year, the focus of the Bank’s business, in line with its strategy, is
on increasing financing volumes for SMEs and on making the Bank’s SME banking services
available more broadly through the channels of our existing and new partners (Banking-as-a-
Service). The gradual withdrawal from the consumer business – partly as a result of the loan
portfolio sale already completed and partly as a result of future measures – will reduce the
Bank’s income, expenses and credit losses in 2026.
The development of profitability and the strengthening of operating profit will going forward
be materially dependent on the development of corporate financing volumes and the market
environment. We estimate that the result before non-recurring items and taxes will be
loss-making in the first half of the year. As business growth and structural transformation
progress, the Bank’s profitability will improve, and a profitable result before non-recurring
items and taxes is expected for the second half of the year.
Financial goals for the strategy period
Alisa Bank’s board of directors has confirmed the following medium-term (2024-2027) targets
for the company in line with its strategy:
• Income growth: An average annual income growth of 20 percent during the strategy period
• Profitability: Over 15 percent return on equity by the end of 2027
• Operational efficiency: A cost-to-income ratio of less than 50 percent by the end of 2027
• Capital adequacy: 16% capital ratio throughout the strategy period
The Board’s suggestion for profit
distribution and annual general meeting
Alisa Bank focuses on profitable growth and business development within the framework of
targeted capital adequacy. The company does not plan to distribute dividends in the short or
medium term.
The parent company’s distributable assets on December 31, 2025 totalled EUR 1,360,647.31.
The Board of Directors proposes to the Annual General Meeting of Shareholders that no
dividend will be distributed for the financial year 2025.
The company’s annual general meeting will be held in Helsinki on March 19, 2026. The
Financial Statements report will be available to the public in week 9.
Helsinki, 12 February 2026
Board of Directors
Alisa Bank Plc
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Calculation of key ratios
Earnings per share (EPS), undiluted,
EUR
=
Profit for the year
x 100
Share split-adjusted average number of
outstanding shares during period
Adjusted earnings per share
(adjusted EPS), undiluted, EUR
=
Adjusted profit for the year
x 100
Share split average number of outstanding
shares during period
IFRS key ratios
Loanportfolio
The gross book value of the loan portfolio,
which is calculated by subtracting the expected
credit losses from the claims on the public and
public sector entities on the balance sheet.
Cost-income ratio, % =
Operating expenses total
x 100
Income total
Return on equity (ROE), % =
Profit for the year
x 100
Equity (average)
Share of impairment of receivables
in the loan portfolio, %
=
Impairment of receivables (annualized)
x 100
Loan portfolio at the end of the period
Profit before non-recurring
items and taxes
= Profit before taxes +/- non-recurring items *
* Alisa Bank defines non-recurring income and expenses as non-recurring items. Nonrecurring items
include, among other things
• termination and business restructuring costs
• one-off impairment of goodwill and assets (excl. credit losses on the loan portfolio)
• non-recurring capital gains and losses
• items with a profit impact from business acquisitions (excl. purchases and sales of loan receivables)
Alternative key ratios
Total capital (TC), % =
Minimum liquidity buffer
x 100
Net cash and collateral outflows
within 30 days
Total capital (TC), % =
Own funds total (TC)
x 100
Risk-weighted assets (RWA) total
Common Equity Tier 1 (CET1) capital
ratio, %
=
Common Equity Tier 1 (CET1) capital
x 100
Risk-weighted assets (RWA) total
Leverage ratio, % =
Tier 1 (T1) capital
x 100
Exposures total
Net stable funding ratio (NSFR), % =
Available amount of stable funding
x 100
Required amount of stable funding
EU solvency regulation (CRR) key ratios
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Consolidated income statement .......................................................................................26
Consolidated statement of comprehensive income ... ..................................................26
Consolidated balance sheet ............................................................................................... 27
Consolidated statement of changes in equity ................................................................28
Consolidated cash flow statement ................................................................................... 29
Notes to the consolidated financial statements
G1. Accounting principles for the consolidated financial statements .......................30
G2. Group’s risk management ...........................................................................................40
G3. Net interest income ...................................................................................................... 47
G4. Fee and commission income and expenses ............................................................47
G5. Net income from securities and currency operations ...........................................48
G6 Other operating income ............................................................................................... 49
G7. Personnel expenses ...................................................................................................... 49
G8. Other administrative expenses ..................................................................................54
G9. Depreciation and impairment losses ........................................................................54
G10. Other operating expenses ......................................................................................... 54
G11. Realized and expected credit losses .......................................................................55
G12. Income taxes ................................................................................................................ 59
G13. Earnings per share .....................................................................................................60
G14. Classes of financial assets and liabilities and fair values .....................................61
G15. Cash and cash equivalents .......................................................................................62
G16. Receivables from credit institutions ........................................................................62
G17. Claims on public and public sector entities ..........................................................62
G18. Debt securities ............................................................................................................ 62
G19. Intangible assets .......................................................................................................... 63
G20. Tangible assets ............................................................................................................. 64
G21. Other assets ................................................................................................................. 65
G22. Accrued income and prepayments ......................................................................... 65
G23. Tax assets and liabilities ............................................................................................65
G24. Liabilities to the public and public sector entities ................................................65
G25. Subordinated liabilities .............................................................................................. 65
G26. Other liabilities ............................................................................................................. 65
G27. Accrued expenses and deferred income ............................................................... 65
G28. Equity .............................................................................................................................66
G29. Off-balance sheet items .............................................................................................66
G30. Collaterals received ..................................................................................................... 66
G31. Corporate structure .................................................................................................... 66
G32. Related party transactions ........................................................................................67
G33. Significant events after the period ..........................................................................67
G34. Business combinations .............................................................................................. 67
Consolidated financial statements
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Consolidated income statement
Consolidated statement of comprehensive income
EUR 1,000 | Note | 2025 | 2024 |
Interest income | |||
| Interest expenses | - | - | |
Net interest income | K3 | ||
Fee income | |||
Fee expenses | - | - | |
Net fee and commission income | K4 | ||
Net income from securities and currency operations | K5 | - | - |
| Other operating income | K6 | ||
Total income | |||
| Personnel and operating expenses | |||
| Personnel expenses | K7 | - | - |
Other administrative expenses | K8 | - | - |
Depreciation and amortization | K9 | - | - |
Other operating expenses | K10 | - | - |
Total operating expenses | - | - | |
Realized and expected credit losses | K11 | - | - |
Profit before taxes | - | - | |
Income taxes | K12 | - | |
Result for the year | - | - | |
Result for the year attributable to Equity holders of parent company | - | - |
EUR 1,000 | Note | 2025 | 2024 |
Result for the year | - | - | |
| Other comprehensive income/loss | |||
| Items that are or may be reclassified | |||
| subsequently to profit or loss | |||
Financial assets measured at fair value through other comprehensive income | |||
Other comprehensive income after taxes | |||
Comprehensive income, total | - | - | |
Total comprehensive income attributable to Equity holders of parent company | - | - | |
Earnings per share | K13 | ||
Earnings per share (EPS), basic, EUR | - | - | |
Earnings per share (EPS), diluted, EUR | - | - |
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Consolidated balance sheet
EUR 1,000 | Note | 2025 | 2024 |
| Assets | |||
| Cash and equivalents | K15 | ||
Claims on credit institutions | K16 | ||
Claims on the public and public sector entities | K17 | ||
Debt securities | K18 | ||
Intangible assets and goodwill | K19 | ||
Property, plant and equipment | K20 | ||
| Other assets | K21 | ||
Accrued income and prepayments | K22 | ||
Income tax assets | K23 | ||
Deferred tax assets | K12,K23 | ||
Assets total |
EUR 1,000 | Note | 2025 | 2024 |
| Liabilities | |||
| Liabilities to the public and public sector entities | K24 | ||
| Subordinated liabilities | K25 | ||
Other liabilities | K26 | ||
Accrued expenses and deferred income | K27 | ||
Deferred tax liabilities | K12,K23 | ||
Liabilities total | |||
Equity | K28 | ||
Equity attributable to equity holders of the parent | |||
| Share capital | |||
Fund of invested non-restricted equity | |||
Translation difference | |||
Fair value reserve | |||
Retained earnings | - | - | |
Equity attributable to equity holders of the parent | |||
Liabilities and equity total |
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Consolidated statement of changes in equity
| Attributable to the equity holders of the parent | |||||||
| Reserve for | |||||||
| invested | |||||||
| unrestricted | Translation | Retained | |||||
EUR 1,000 | Note | Share capital | equity | differences | Fair value reserve | earnings | Total equity |
Equity on 1 January 2025 | - | ||||||
Result for the year | - | - | |||||
Other comprehensive income | |||||||
Total comprehensive income | - | - | |||||
Other changes* | - | - | |||||
Share based payments | K12 | ||||||
Equity on 31 December 2025 | - |
* 2024 result of Fellow Finance Deutschland GmbH changed by -4 teur after the publication of the 2024 result due to the final closing of the accounts.
| Attributable to the equity holders of the parent | ||||||
| Reserve for | ||||||
| invested | ||||||
| unrestricted | Translation | |||||
EUR 1,000 | Note | Share capital | equity | differences | Retained earning | Total equity |
Equity on 1 January 2024 | - | |||||
Result for the year | - | - | ||||
Other comprehensive income | ||||||
Total comprehensive income | - | - | ||||
Acquisition | ||||||
Share issue | ||||||
Other changes** | - | - | ||||
Share based payments | K12 | |||||
Equity on 31 December 2024 | - |
**2023 result of Fellow Finance Deutschland GmbH changed by -5 teur after the publication of the 2023 result due to the final closing of the accounts.
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EUR 1,000 | Note | 2025 | 2024 |
| Cash flow from operating activities | |||
| Profit (loss) for the period | - | - | |
| Adjustments for items not included in cash flow | |||
| Depreciation and impairment | K9 | ||
Credit losses | K11 | ||
Income taxes | K12 | - | |
Other adjustments | |||
Adjustments total | |||
Income taxes paid | K12 | - | |
| Cash flows from operating activities before changes | |||
| in operating assets and liabilities | |||
| Increase (-) or decrease (+) in operating assets | |||
| Claims on the public and public sector entities | K17 | ||
Debt securities | K18 | - | |
Other assets | K21 | - | |
| Increase (-) or decrease (+) in operating liabilities | |||
| Liabilities to the public and public sector entities | K24 | - | |
Other liabilities | K26 | - | - |
Cash flow from operating activities | - |
Consolidated cash flow statement
EUR 1,000 | Note | 2025 | 2024 |
| Investing activities | |||
| Investments in tangible assets | - | ||
Investments in intangible assets | K19 | - | - |
Proceeds from sales of tangible assets | |||
Acquisition of subsidiaries less acquired cash | |||
Cash flow from investing activities | - | ||
| Cash flow from financing activities | |||
| Debt securities issued to the public | - | ||
Liabilities to credit institutions | - | ||
Paid directed share issue | |||
Repayments of lease liabilities | - | - | |
Cash flow from financing activities | - | - | |
Change in cash and cash equivalents | - | ||
Cash and cash equivalents at the beginning of period | |||
Cash and cash equivalents at the end of period | |||
| Cash and equivalents are formed by the following | |||
| items: | |||
| Cash and cash equivalents | |||
Claims on credit institutions | |||
Cash and cash equivalents at the end of period | |||
| Notes for cash flow | |||
| Interest received | |||
Interest paid | - | - |
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G1. Accounting principles for the consolidated financial statements
Basic information on the company
mission is to provide the market’s seamless selected banking services through partnerships
in the digital channels that customers use daily. Our target customers are small businesses,
deposit customers, and partners.
The Alisa Bank Group consists of the parent company Alisa Bank Plc and its wholly owned
subsidiaries Fellow Finance Česko s.r.o and Fellow Finance Deutschland GmbH. Fellow Finance
Deutschland GmbH entered into liquidation process during the financial year, and the
process is expected to be completed in 2026. There was no active business operations in the
Czech Republic during the review period. The subsidiary PURO Finance SPV1 Oy merged to
the parent company Alisa Bank in 30 April 2025.
Alisa Bank has been authorised by the Financial Supervisory Authority to engage
in credit institution operations. In Germany, it has a credit intermediation licence
(Kreditvermittelungslizens). Alisa Bank Plc offers its services to Sweden and Denmark across
the border as enabled by its license for credit institution operations.
Alisa Bank Plc is listed on the main list of the Nasdaq Helsinki. Alisa Bank Plc’s head office is
located at Bulevardi 21 A, 00180 Helsinki, Finland . The company’s home country is Finland and
its domicile is Helsinki. The legal form of the company is a public limited company. Business
identity code is 0533755-0.
Copies of the Financial Statements and Interim Reports are available on the Bank´s website
www.alisapankki.fi.
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Segment reporting
Alisa Bank has only one reportable operating segment. The reported segment covers the
entire group and the segment figures are consistent with the figures of the Alisa Bank Group
and the management’s reporting.
Currencies and foreign Group companies
to the group’s financial position is minor. During the accounting period, the group had active
business operations abroad in Germany, Denmark and Sweden.
In the consolidated financial statements, the income statements of foreign subsidiaries
are converted into euros at the average rate of the financial year, and balance sheets are
converted at the exchange rate of the balance sheet date. The difference in average exchange
rates resulting from different exchange rates in the comprehensive income and balance sheet
is recognised in other comprehensive income. The conversion differences arising from the
consolidation of foreign subsidiaries and from post-acquisition cumulative changes in equity
items are recognised in other comprehensive income.
Financial assets and liabilities
In connection with the initial recognition, the Group’s financial assets and liabilities are
measured and classified in accordance with IFRS 9 Financial Instruments.
Classification of financial assets
The Group’s following financial assets are classified as measured at amortised costs:
• Cash and cash equivalents
• Claims on credit institutions
• Claims on the public and public sector entities
The Group’s following financial assets are classified as measured at fair value through other
comprehensive income (FVOCI):
• Debt securities
Alisa Bank has no financial assets to be recognized at fair value through profit or loss.
The classification and measurement of financial assets are based on the business model and
an assessment of cash flow characteristics (SPPI test).
Assessment of business models
Alisa Bank has defined the business models it applies to financial instruments based on their
intended purpose. The business model reflects how a group of financial instruments is managed
in a business unit in order to meet financial objectives. The business model is not assessed on
an individual instrument basis; instead, it is based on classes of financial assets grouped by the
management. The business models defined by Alisa Bank depend on how well the company
manages a financial asset class and whether the management intends to hold financial assets
to collect cash flows, for trading, or both. According to the business model applied to financial
assets by Alisa Bank, financial instruments are managed in order to collect contractual cash
flows or they may also be held for trading purposes when the liquidity reserve requires low-risk
assets that offer a better return than the Bank of Finland’s deposit rate.
The solely payments of principal and interest (SPPI) test
The objective of the SPPI test is to evaluate the contractual cash flow characteristics of a
cash asset, and to pass the SPPI test, cash flows must be solely payments of principal and
interest. Alisa Bank assesses the contractual terms of financial assets in order to determine
whether they pass the SPPI test.
If the contractual terms of the financial assets contain other terms that are not related to the
primary loan arrangement and that do not consist only of principal payment and payment of
interest on the remaining principal, the financial assets will be measured at fair value through
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profit or loss. If a financial asset does not pass the SPPI test, the agreement terms must cause a
greater than minor exposure to risks or volatility in contractual cash flows. Alisa Bank’s financial
assets pass the SPPI test and their contractual terms meet the SPPI criteria.
Financial assets measured at amortised cost
A financial asset is measured at amortised cost if the item is held as part of a business model
that aims to hold financial assets in order to collect contractual cash flows, and the cash
flows are solely payments of principal and interest. Such items in Alisa Bank include loans to
customers and purchased peer-to-peer loan portfolios.
Financial assets measured at amortised cost are initially recognised at fair value inclusive
of expenses immediately caused by the acquisition, such as loan broker commissions.
Fee income directly related to lending is charged only for a part of business loans. Their
importance is minor and therefore they are not included in the fair value of the financial
asset, but are recognized as commission income.
After initial recognition, the items are measured at amortised cost using the effective interest
rate method. This refers to the interest rate at which the future payments that are expected
to become payable or receivable during the financial instrument’s expected exercise period
are discounted at the financial instrument’s net book value. The book value is adjusted by a
credit loss provision using the expected credit loss measurement model.
Financial assets measured at fair value through other comprehensive income (FVOCI)
A financial asset is classified and measured at fair value through other comprehensive income
when the objective of the business model is achieved both by collecting contractual cash
flows and by selling the financial asset. The contractual cash flows represent solely payments
of principal and interest (SPPI). At Alisa Bank, such investments may include, for example,
debt securities.
At initial recognition, the instrument is measured at fair value plus transaction costs.
Subsequently, it is measured at fair value, with unrealised gains and losses recognised in
other comprehensive income. Upon derecognition, the cumulative gain or loss previously
recognised in other comprehensive income is reclassified to profit or loss.
Reclassification and derecognition of financial assets
Financial instruments are reclassified only if a business unit’s business model changes
substantially. Financial assets and liabilities are recorded according to the trading date.
Previously recorded profits and losses are not modified retroactively.
Financial assets and liabilities shall be offset and presented in net terms on the balance
sheet only when the Company has a legally enforceable right to set off the recognised
amounts and intends either to settle on a net basis, or to realise the asset and settle the
liability simultaneously. There are no offset items in the consolidated balance sheet.
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Group income
The group’s income consists of net interest income, net fee and commission income, net
income from investing activities and other operating income.
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Net income from securities and currency operations
Exchange rate income and expenses are recorded as net income from securities and currency
operations. In addition, possible recurring income from investments, valuation profit and
losses and sales profit and losses are recorded in this group.
Other operating income
Income that does not fall under the previous items is recognised as other operating income.
Intangible and tangible assets
Tangible assets
Tangible assets mainly consist of office furniture and, to a lesser extent, IT equipment.
Tangible assets are measured at historical cost less accumulated depreciation and any
impairment. Acquisition cost includes the costs that are directly caused by the acquisition of
the tangible asset in question.
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Sales profits or losses arising from the retirement of fixed assets are calculated as the
difference between the selling price and the book value and are recognised through profit or
loss in other operating income or costs.
Impairment of tangible and intangible assets
In connection with the financial statements, the management reviews the impairment of
tangible and intangible assets. Impairment tests require the management team’s discretion
and assessment of the asset’s future financial benefit and useful life.
Right-of-use assets and lease liabilities
According to IFRS 16, a lease is a contract that conveys the right to control the use of an
identified asset for a period of time in exchange for consideration. At the inception of a
contract and in situations in which the terms of a contract are amended, the Company
evaluates whether the contract contains a lease. Alisa Bank assesses control of use on the
basis of the following criteria in accordance with IFRS 16: the contract contains an identified
asset in which substantially all the economic benefits from use of the identified asset are
directed to Alisa Bank, and Alisa Bank has the right to direct the use of the asset.
The lease term begins at the starting time specified in the lease. The date of termination
of the lease is the date of termination according to the lease. If the lease is of an indefinite
duration, the date of termination is evaluated on a lease-by-lease basis. The evaluation is
based on the Company’s strategic situation and on costs that would arise if a leased asset
were replaced by another asset.
IFRS 16 contains two exemptions that facilitate recognition and measurement. Alisa Bank has
elected that leases with a term of 12 months or less and right-of-use assets of a value of no
more than approximately EUR 5,000 are not recognised in the balance sheet. These short-
term leases and right-of-use assets of low value are directly expensed during the lease term.
Right-of-use assets
Alisa Bank’s leases that are capitalised in the balance sheet are based on the Company’s
leased premises. At the starting time of the lease, right-of-use assets are measured at
acquisition cost, which is based to the amount according to the original valuation of the
lease liability. After the original measurement of fixed assets, fixed assets are measured at
original cost less accumulated depreciation and actual impairment. Right-of-use assets are
depreciated during the lease term and the depreciation is recognised as expenses in the
income statement under depreciation, amortisation and impairment.
Lease liabilities
At the starting time of the lease, the original bookkeeping value of the lease liability
consists of the current value of leases payable during the lease term, discounted by the
interest rate on Alisa Bank’s additional credit. After the original value of the lease liability is
determined, lease liabilities are measured at the original value less the principal portion of
paid lease payments. The amount of the lease liability is reassessed if future lease payments
change because of an index or price change, or as a result of an extension of the lease
term, for example. If the amount of the lease liability is adjusted in conjunction with the
reassessment, a corresponding adjustment will also be made to the right-of-use assets item.
Interest expenses caused by the lease liability are recognised in the income statement under
financial expenses.
Lease payments are discounted using the incremental borrowing rate because internal
interest rates are not available. The Group’s incremental borrowing rate is determined on
the basis of received financing offers and market conditions and is reviewed annually. The
business premises lease agreement does not include options to extend.
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Earnings per share
The undiluted earnings per share are calculated by dividing the profit for the financial year
attributable to the parent company’s shareholders by the average number of outstanding
shares during the period.
When calculating the diluted earnings per share, the figures used in the calculation of the
undiluted earnings per share are adjusted. This is to take account of the after-tax impact
of any items recognised through profit or loss in relation to ordinary shares, and also the
weighted average number of the ordinary shares that would have also been outstanding if all
dilutive potential ordinary shares had been converted into shares.
If the profit for the presented periods is negative, the earnings per share adjusted by the
dilutive effect is the same as the undiluted earnings per share.
Equity
Equity consists of share capital, the invested unrestricted equity reserve, fair value reserve,
translation differences and retained earnings. The assets of the reserve for invested
unrestricted equity are used to develop the company’s operations, invest or cover losses.
39
under different scenarios and the probabilities assigned to those scenarios. In addition,
management judgement is applied in determining expected credit losses, particularly in the
assessment of individual past-due corporate loans. These assessments take into account
management’s analysis of the adequacy of collateral, the progress and stage of the recovery
process, and an overall assessment of the borrower’s ability to meet its obligations.
The classification of financial assets and liabilities in accordance with IFRS 9 also involves
management judgement. In determining the appropriate classification, management assesses
the business model applicable to the financial instruments and the nature of the contractual
cash flows, which affects the measurement basis and presentation of financial assets and
liabilities in the financial statements.
Related to business acquisitions, the fair value measurement of acquired assets and liabilities
is based on estimates. As part of the acquisition process, the allocation of goodwill involves
management judgment. The value of goodwill is tested regularly for impairment. Intangible
assets are tested when there are indications of impairment. Impairment testing requires
management’s judgment and estimates of the future cash flows of the assets, along with
underlying assumptions.
Management exercised judgement in determining the appropriate accounting treatment
and presentation of arrangements related to the exit from consumer lending. In particular,
management assessed that the consumer loan portfolios sold are accounted for as financial
assets within the scope of IFRS 9.
Also, management judgement has been applied in estimating the end dates of premise leases
in order to recognise the leases in accordance with IFRS 16.
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41
| EXPOSURE AND HOME COUNTRY 31 DECEMBER 2025 | ||
| Amount of | More than 90 | |
| EUR 1,000 | credit | days past due |
Private individuals Finland | 10,600 | 737 |
Companies and entities Finland | 44,611 | 1,029 |
Public sector entities | 547 | 0 |
Private individuals EU countries | 2,846 | 737 |
Companies and entities EU countries | 253 | 0 |
Total | 58,856 | 2,503 |
| EXPOSURE AND HOME COUNTRY 31 DECEMBER 2024 | ||
| Amount of | More than 90 | |
| EUR 1,000 | credit | days past due |
Private individuals Finland | 96,393 | 2,028 |
Companies and entities Finland | 46,871 | 1,151 |
Public sector entities | 680 | 0 |
Private individuals EU countries | 5,523 | 1,802 |
Companies and entities EU countries | 21 | 0 |
Total | 149,488 | 4,981 |
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| LOAN PORTFOLIO BY RISKCLASSES | ||
EUR 1,000 | 31 Dec 2025 | 31 Dec 2024 |
Riskclass 5 | 8,029 | 35,264 |
Riskclass 4 | 21,200 | 52,278 |
Riskclass 3 | 14,424 | 28,572 |
Riskclass 2 | 5,958 | 16,546 |
Riskclass 1 | 3,434 | 6,973 |
Riskclass 0 | 5,810 | 9,855 |
Loanportfolio | 58,856 | 149,488 |
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| NON-PERFORMING AND FORBORNE EXPOSURES | ||||
31.12.2025 | 31.12.2024 | |||
| % of total | % of total | |||
| loan | loan | |||
EUR 1,000 | Exposures | portfolio | Exposures | portfolio |
| Non-performing exposures delayed less | ||||
| than 90-days | 3,072 | 5.2% | 2,157 | 1.4% |
| Non-performing exposures delayed | ||||
| 90-180 days | 352 | 0.6% | 1,161 | 0.8% |
Non-performing exposures delayed more than 180 days | 2,151 | 3.7% | 3,820 | 2.6% |
Total non-performing loans | 5,575 | 9.5% | 7,138 | 4.8% |
of which business loans | 3,224 | 7.1% | ||
of which personal loans | 2,351 | 17.5% | ||
Performing forborne exposures | 76 | 0.1% | 619 | 0.4% |
Non-performing forborne exposures | 986 | 1.7% | 1,449 | 1.0% |
Total forborne exposures | 1,063 | 1.8% | 2,068 | 1.4% |
| EXPOSURE TO CREDITRISK BY RISK CLASS 31 DECEMBER 2025 | ||||
| Total loan | ||||
EUR 1,000 | Stage 1 | Stage 2 | Stage 3 | receivables |
Risk class 5 | 7,849 | 178 | 2 | 8,029 |
Risk class 4 | 20,650 | 543 | 7 | 21,200 |
Risk class 3 | 13,818 | 593 | 13 | 14,424 |
Risk class 2 | 5,650 | 288 | 20 | 5,958 |
Risk class 1 | 3,069 | 363 | 2 | 3,434 |
Risk class 0 | 1 | 279 | 5,531 | 5,810 |
Loan portfolio | 51,037 | 2,244 | 5,575 | 58,856 |
Expected credit losses | -499 | -143 | -2,813 | -3,455 |
Claims on the public and public sector entities | 50,538 | 2,102 | 2,761 | 55,401 |
| EXPOSURE TO CREDITRISK BY RISK CLASS 31 DECEMBER 2024 | ||||
| Total loan | ||||
EUR 1,000 | Stage 1 | Stage 2 | Stage 3 | receivables |
Risk class 5 | 34,915 | 335 | 13 | 35,264 |
Risk class 4 | 50,794 | 1,462 | 22 | 52,278 |
Risk class 3 | 27,285 | 1,197 | 90 | 28,572 |
Risk class 2 | 15,345 | 1,190 | 12 | 16,546 |
Risk class 1 | 6,435 | 441 | 97 | 6,973 |
Risk class 0 | 1,806 | 1,145 | 6,904 | 9,855 |
Loan portfolio | 136,579 | 5,771 | 7,138 | 149,488 |
Expected credit losses | -1,053 | -515 | -4,209 | -5,776 |
Claims on the public and public sector entities | 135,526 | 5,256 | 2,929 | 143,711 |
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| Breakdown of financial assets and liabilities according to maturity | ||||||
| less | ||||||
| than 3 | 3-12 | 1-5 | 5-10 | yli 10 | ||
| 31 DEC 2025 EUR 1,000 | months | months | years | years | years | Total |
| Assets | ||||||
| Cash and cash equivalents | 210,744 | 210,744 | ||||
Claims on credit institutions | 7,769 | 7,769 | ||||
| Claims on the public and public | ||||||
| sector entities | 33,539 | 7,535 | 11,517 | 2,216 | 594 | 55,401 |
Debt securities | 9,971 | 4,920 | 14,891 | |||
| Liabilities | ||||||
Liabilities to the public and public sector entities | 230,699 | 18,630 | 7,183 | 256,512 | ||
Lease liabilities | 80 | 223 | 112 | 415 | ||
Debenture loans | 102 | 6,100 | 6,202 | |||
Off-balance sheet commitments | 3,751 | 3,751 |
| less | ||||||
| than 3 | 3-12 | 1-5 | 5-10 | yli 10 | ||
| 31 DEC 2024 EUR 1,000 | months | months | years | years | years | Total |
| Assets | ||||||
| Cash and cash equivalents | 279,361 | 279,361 | ||||
Claims on credit institutions | 8,701 | 8,701 | ||||
| Claims on the public and public | ||||||
| sector entities | 42,911 | 20,363 | 62,029 | 15,428 | 2,981 | 143,711 |
| Liabilities | ||||||
Liabilities to the public and public sector entities | 355,340 | 19,313 | 19,986 | 394,639 | ||
Lease liabilities | 99 | 305 | 450 | 854 | ||
Debenture loans | 118 | 6,100 | 6,218 | |||
| Off-balance sheet | ||||||
commitments | 4,861 | 4,861 |
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| INTEREST RATE FIXING PERIODS 31 DECEMBER 2025 | ||||||
| Fixed rate, | Fixed rate, | |||||
| maturity | maturity | |||||
| Overnight/ | 3 M | 6-12 M | under 12 | over 12 | ||
| EUR 1,000 | no fixing | Euribor | Euribor | months | months | Total |
| Receivables | ||||||
| Claims on credit | ||||||
| institutions and central | ||||||
| banks | 218,513 | - | - | - | - | 218,513 |
Claims on the public | - | 7,982 | 4,822 | 34,624 | 7,972 | 55,401 |
Debt securities | 14,891 | 14,891 | ||||
| Laibilities | ||||||
Liabilities to the public, current and savings | ||||||
| accounts | 220,232 | 220,232 | ||||
Liabilities to the public, term deposits | 29,096 | 7,183 | 36,279 | |||
Debenture loans | 102 | 6,100 | 6,202 |
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| INTEREST RATE SENSITIVITY ANALYSIS | |
EUR 1,000 | 31 DEC 2025 |
All rates rise by 200 b.p. | 570 |
All rate decline by 200 b.p. | -730 |
Short term rates decline by 250 b.p. and long-term rates decline by 100 b.p. | -455 |
Short term rates rase by 250 b.p. and long-term rates decline by 100 b.p. | 458 |
Short term rates rase by 250 b.p | 601 |
Short term rates decline by 250 b.p | -53 |
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G4. FEE AND COMMISSION INCOME AND EXPENSES
EUR 1,000 2025 2024
Fee and commission income
Lending
1,868 2,785
BaaS income 283 122
Other fee and commission income 105 74
Fee and commission income, total 2,257 2,981
2025 2024
Fee and commission expenses*
Banking fees
-155 -159
Other fee and commission expenses -700 -1,007
Fee and commission expenses, total -855 -1,166
2025 2024
Timing of revenue recognition
At a point of time
593 888
Over time 1,664 2,093
Total 2,257 2,981
* The grouping has been changed in the financial year 2025 to improve the informative value of the
financial statements.
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ALISA BANK IN BRIEF GOVERNANCEFINANCIAL STATEMENTSALISA BANK | ANNUAL REPORT 2025 BOARD OF DIRECTORS’ REPORT
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Board fees 2025 2024
Markku Pohjola
Alisa Bank Plc, Chairman of the Board, beginning 2 April 2022
- -60
until 20 March 2025
Johanna Lamminen
Alisa Bank Plc, Member of the Board beginning 20 April 2023
Alisa Bank Plc, Member of the Board, vice chairman of the Board
beginning 20 March 2024
-50 -48
Alisa Bank Plc, Member of the Board, performance of the duties
of Chairman of the Board beginning 4 April until 27 May 2025
Jukka Salonen
Alisa Bank Plc, Member of the Board beginning 3 May 2024
until 31 December 2024
-2 -33
Alisa Bank Plc, Member of the Board, Chairman of the Board
beginning 20 March until 4 April 2025
Sampsa Laine
Alisa Bank Plc, Member of the Board beginning 10 June 2024
until 30 November 2024
- -21
Tero Weckroth
Fellow Finance Plc, Member of the Board, until 1 April 2022
Alisa Bank Plc, Member of the Board beginning 2 April 2022
-39 -38
Sami Honkonen
Alisa Bank Plc, Member of the Board beginning 20 April 2023
-39 -38
Lea Keinänen
Alisa Bank Plc, Member of the Board beginning 2 April 2022
until 15 May 2024
- -6
Jorma Pirinen
Alisa Bank Plc, Member of the Board beginning 2 April 2022
- -6
until, 15 May 2024
Karri Haaparinne
Alisa Bank Plc, Member of the Board beginning 20 March 2025
-48 -
Olli-Pekka Lehtinen
Alisa Bank Plc, Chairman of the Board, beginning 27 May 2025
-49 -
Peter Ramsay
Alisa Bank Plc, Member of the Board beginning 27 May 2025
-31 -
Marjo Tomminen
Alisa Bank Plc, Member of the Board beginning 20 March 2025
-39 -
Board fees total -297 -250
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The group’s management team was not paid post-employment benefits, recommended in
connection with termination or other long-term benefits during the accounting period.
Share-based incentive system
In 2025, Alisa Bank Plc had two share-based incentive schemes for the group’s key employees,
to which the group has applied the requirements of the IFRS 2 Share-based payments
standard during the accounting period. These share bonus systems were launched in 2023
and 2024. The purpose is to combine the goals of the owners, management and personnel
to increase the company’s value in the long term, as well as to commit participants to the
company and offer them competitive incentive systems based on earning and accumulating
company shares, which support Alisa Bank’s strategy.
The incentive schemes in force in 2024 (2022 A and 2022 B and PSP 2023) were no longer in
effect in 2025. The detailed content of the PSP programmes is described in the 2024 annual
report.
PSP 2024-2026
The Performance Share Plan 2024–2028 consists of one (1) two and a half (2,5) year and
two (2) three (3) year performance periods, concerning the financial years 2024–2026,
2025–2027 and 2026–2028 respectively. The Board of Directors will resolve annually on
the details of a performance period. In the plan, the target group has an opportunity to
earn Alisa Bank Plc’s shares based on performance. The performance criterion of the first
performance period’s 2024–2026 measurement period H2/2024 is tied to profit before
non-recurring items and taxes in H2/2024. The Board of Directors will set performance
criteria for the measurement periods 2025 and 2026 later. The target group of the
performance period 2024–2026 consists of approximately 10 key employees, including
the members of the Management Team and the interim CEO. The potential rewards from
each performance period will be paid after the end of the performance period within
approximately four (4) years in five (5) instalments, in accordance with the financial sector
legislation. Before payment, the rewards may be reduced based on risk adjustments. The
payment of each reward instalment is followed by a one-year (1) retention period, during
which the participant cannot dispose of the shares paid as a reward.
The value of the rewards to be paid on the basis of the first performance period
corresponds to a maximum total of 1,472,109 shares of Alisa Bank Plc (including the
proportion to be paid in cash), which corresponds to approximately EUR 249 000
calculated based on the volume weighted average price of Alisa Bank Plc’s share on 7
August 2024. The potential rewards will be paid partly in Alisa Bank Plc’s shares and partly
in cash. The cash proportion of the reward is intended to cover taxes and statutory social
security contributions arising from the reward to the key employee. As a rule, no reward
will be paid if the key employee’s employment or director contract terminates before the
reward payment.
The Management Team member must hold 50 per cent of the received shares, until the
value of the Management Team member’s total shareholding in Alisa Bank Plc equals to
50 per cent of their annual base salary for the calendar year preceding the payment of
the reward. Correspondingly, the CEO must hold 50 per cent of the received shares, until
the value of the CEO’s total shareholding in Alisa Bank Plc equals to 100 per cent of the
CEO’s annual base salary for the preceding calendar year. Such number of shares must be
held for as long as the membership in the Management Team or the position as the CEO
continues.
PSP 2024-2026 program was also discontinued in 2025.
The Personnel Share Issue - EEP
The Board of Directors of Alisa Bank Plc resolved to arrange a directed share issue to the
company’s personnel and launch a related matching share plan on 24 October 2024. In the
personnel share issue, a total of 1,738,152 shares were subscribed. The subscription price
was 0.1660 euros per share. The share subscription price is based on the trade volume
weighted average price of the company share on Nasdaq Helsinki Ltd during the period
from 1 September 2024 to 30 September 2024 and on a discount of ten (10) per cent
thereof. The share subscription period ran from 25 October 2024 to 15 November 2024.
The total subscription price of the shares is EUR 288,533.22.
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In the matching share plan, the persons who subscribed for shares in the personnel share
issue have the opportunity to receive matching shares gratuitously after a matching period of
approximately three years.
The rewards from the plan will be paid after the matching period that ends in 2027. The
potential matching shares of the identified risk takers, however, will be paid in a deferred
manner in accordance with the financial sector legislation.
The rewards will be paid partly in Alisa Bank Plc’s shares and partly in cash. The cash
proportion of the reward is intended to cover taxes and statutory social security contributions
arising from the reward to the employee.
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2025
2024
PLAN PSP 2024-2026 EEP 2025 2022A 2022B PSP 2023 PSP 2024-2026 EEP 2024
TYPE Share Share SAR SAR Share Share Share
Instrument PSP 2024-2026 EEP 2025 2022A 2022B PSP 2023 PSP 2024-2026 EEP 2024
Maximum number of shares 1,760,178 1,738,152 646,925 2,500,000 2,000,000 1,760,178 1,738,152
Grant date 8 August 2024 21 Nobember 2024 4 July2022 4 July 2022 17 January 2023 8 August 2024 21 Nobember 2024
Beginning of earning period 1 January 2024 21 November 2024 1 April 2022 1 April 2022 1 January 2023 1 January 2024 21 November 2024
End of earning period 31 December 2026 31 December 2027 31 March 2024 31 March 2024 31 December 2023 31 December 2026 31 December 2027
Vesting date 30 June 2027 30 June 2028 30 April 2025 30 April 2025 30 June 2025 30 June 2027 30 June 2028
30 June 2028 30 June 2029 30 April 2026 30 April 2026 30 June 2026 30 June 2028 30 June 2029
30 June 2029 30 June 2030 30 June 2027 30 June 2029 30 June 2030
30 June2030 30 June 2031 30 June 2028 30 June2030 30 June 2031
30 June 2031 30 June 2032 30 June 2029 30 June 2031 30 June 2032
Vesting conditions
H2/2024 result,
2025 & 2026 TBA
Share price
increase
Share price
increase
Profit, Strategic
projects, NPS,
personal
performance
H2/2024 result,
2025 & 2026 TBA
Employment until
the end of vesting
date
Ownership,
employment until
the moment of
payment
Employment
until the end of
vesting date
Employment until
the end of vesting
date
Employment until
the end of vesting
date
Employment until
the end of vesting
date
Ownership,
employment until
the moment of
payment
Maximum contractual life, yrs 7.5 7.6 4.1 4.1 6.5 7.5 7.6
Remaining contractual life, yrs 0 6.5 0.0 0.0 0.0 6.5 7.5
Number of persons at the end
of reporting year
0 34 0 0 0 10 40
Payment method Cash & Equity Cash & Equity Cash & Equity Cash & Equity Cash & Equity Cash & Equity Cash & Equity
Changes during period PSP 2024-2026 EEP 2025 2022A 2022B PSP 2023 PSP 2024-2026 EEP 2024
Outstanding in the beginning
of the period
1,560,178 1,738,152 646,925 1,991,865 1,700,000
Reserve in the beginning of
the period 200,000 3,076 508,135 300,000
Changes during period
Granted 250,000 1,560,178 1,738,152
Forfeited 1,810,178 261,476 646,925 1,991,865 1,700,000
Outstanding at the end of the
period
0 1,476,676 1,560,178 1,738,152
Reserved at the end of period 0 200,000
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FAIR VALUE DETERMINATION
The fair value of share based incentives have been determined at grant date and the fair value is expensed until vesting. The pricing of
the share based incentives granted during the period was determined by the following inputs and had the following effect:
Valuation parameters for instruments granted during period 2025 2024
Share price at grant, € 0.18 0.18
Share price at reporting period end, € 0.23 0.17
Risk-free rate, % 0% 0%
Expected dividends, € 0 0
Fair Value, € 7,682 370,372
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G8. OTHER ADMINSTRATIVE EXPENSES
EUR 1,000 2025 2024
Office expenses -358 -490
IT and infosystems 1,667 -1,615
Marketing expenses -271 -213
External services
-1,147 -1,698
Other expenses
-895 -893
Other administrative expenses total -4,338 -4,908
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G12. INCOME TAXES
EUR 1,000 2025 2024
Tax based on taxable income for the period - 42
Change in deferred tax receivable 30 36
Taxes for previous period -42 35
Income taxes total -12 113
Tax rate reconciliation 2025 2024
Result before taxes -2,093 -1, 317
Tax calculated at parent’s tax rate of 20% 419 263
Tax from previous years -42 -
Adjustment to the loan loss provision 482 -
Effect on different tax rates in foreign subsidiaries 0 7
Non-deductible expenses -28 -7
Unrecognized deferred tax assets for losses -865 -227
Adjustment to PURO Finance Ltd’s tax - 77
Other tax items 22 1
Taxes on income statement -12 113
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G13. EARNINGS PER SHARE
EUR 1,000 2025 2024
Profit attributable to the shareholders of the parent -2,105 -1,204
Weighted avarage number of the shares 150,031,563 125,321,333
Share and option rights for share-based incentive programs 1,476,676 3,298,330
Earnings per share, basic -0.01 -0.01
Earnings per share, diluted* -0.01 -0.01
**Share-based incentive plans have no diluting effect when the company’s result is loss-making.
The undiluted earnings per share are calculated by dividing the profit for the financial period
attributable to the parent company’s shareholders by the average number of outstanding
shares during the period. When calculating the diluted earnings per share, the figures used
in the calculation of the undiluted earnings per share are adjusted in order to take account
of the after-tax impact of any items recognised through profit or loss in relation to ordinary
shares, and also the weighted average number of the ordinary shares that would have also
been outstanding if all dilutive potential ordinary shares had been converted into shares.
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G15.CASH AND CASH EQUIVALENTS
EUR 1,000 31 DEC 2025 31 DEC 2024
Current account in the Bank of Finland 210,744 279,361
Cash and cash equivalents total 210,744 279,361
G16. RECEIVABLES FROM CREDIT INSTITUTIONS
EUR 1,000 31 DEC 2025 31 DEC 2024
Repayable on demand
5,169 4,701
Minimum reserve deposit to Bank of Finland
2,600 4,000
Receivables from credit institutions total
7,769 8,701
G17. CLAIMS ON THE PUBLIC AND PUBLIC SECTOR ENTITIES
EUR 1,000 31 DEC 2025 31 DEC 2024
Enterprises and public sector entities 43,343 45,859
Public sector entities 547 680
Households 9,417 93,427
Foreigners 2,094 3,746
Claims on the public and public sector entities total 55,401 143,711
G18. DEBT SECURITIES
EUR 1,000 31 DEC 2025 31 DEC 2024
Fair value through OCI
Debt securities
14,891 -
Debt securities, total
14,891 -
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G19. INTANGIBLE ASSETS 2025
EUR 1,000 Goodwill
Development of
IT software
Customer
relationships Total
Acquisition cost at 1 Jan
13,282 4,916 1,124 19,322
Increases
- 563 - 563
Acquisition cost before depreciations
13,282 5,479 1,124 19,885
Accumulated depreciation 1 Jan
- -2,574 -231 -2,805
Depreciation and impairment
- -1,664 -297 -1,960
Accumulated depreciation 31 Dec
- -4,238 -527 -4,765
Acquisition cost at 31 Dec
13,282 5,479 1,124 19,885
Accumulated depreciation 31 Dec - -4,238 -527 -4,765
Book value 31 Dec 13,282 1,241 597 15,120
2024
EUR 1,000 Goodwill
Development of
IT software
Customer
relationships Total
Acquisition cost at 1 Jan*
5,957 3,834 240 10,031
Increases
7,325 562 884 8,771
Fro acquisitions
- 521 - 521
Acquisition cost before depreciations*
13,282 4,916 1,124 19,322
Accumulated depreciation 1 Jan*
- -1,791 -72 -1,863
Depreciation and impairment
- -783 -159 -942
Accumulated depreciation 31 Dec*
- -2,574 -231 -2,805
Acquisition cost at 31 Dec*
13,282 4,916 1,124 19,322
Accumulated depreciation 31 Dec* - -2,574 -231 -2,805
Book value 31 Dec 13,282 2,341 894 16,517
Goodwill 31 Dec 2025 31 Dec 2024
Merger of Evli Bank Plc's banking business and Fellow Finance Plc 5,338 5,338
Acquisition of Mobify Invoices Ltd 619 619
Acquisition of PURO Finance Ltd 7,325 7,325
Total 13,282 13,282
* The presentation of the comparative period figures has been adjusted by reallocating acquisition costs and accumulated depreciation between line items within machinery and equipment and capitalized development of IT software.
The adjustment had no impact on carrying amounts.
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Goodwill impairment test
The amount of goodwill at the end of 2025 was EUR 13.3 million (13.3) for the Alisa Bank
group. An impairment test is performed annually, or whenever there are indications of
impairment, for a cash-generating unit to which goodwill has been assigned. In goodwill
impairment testing, the book value of the cash-generating unit is compared to the
recoverable amount of the business in question.
The forecast period of the recoverable cash flow is five years in total. The forecasts are based
on three-year financial forecasts approved by the bank’s board. In determining cash flows
after this, 5 percent growth assumptions have been used, which are estimated to be below
the industry’s long-term growth rate. Cash flows that extend beyond the five-year forecast
period have been determined using the terminal value method. The terminal value growth
assumption is 2 percent, which corresponds to the European Central Bank’s long-term
inflation target. The cash flows are discounted to the present at a discount rate that reflects
the group’s cost of capital before taxes. The cash flows are discounted to the present with
a discount rate that reflects the capital cost of the cash generating unit before taxes. The
discount rate on 31 December 2025 was 8.8 (9.3) percent. The discount rate takes into
account the risk-free rate, country and industry risk, as well as the bank’s volatility and size.
The test results show that the recoverable amount exceeds the carrying value by EUR 5
million, and therefore, Alisa Bank has no need to impair goodwill. The sensitivity analysis
assessed the impact of the key variables on the test result. The key variables are business
growth, the development of credit losses, and the discount rate. The development of credit
losses was the most sensitive variable in the test. In this respect, the sensitivity analysis
indicated that an increase of 0.5 percentage points in credit losses relative to the loan
portfolio would result in an impairment of goodwill. The annual relative share of credit
losses used in the cash flow forecasts, as a percentage of the loan portfolio, is on average 2.3
percent.
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G21. OTHER ASSETS
EUR 1,000 31 DEC 2025 31 DEC 2024
Commission receivables 394 330
Other assets 704 535
Other assets total 1,098 865
G22. ACCRUED INCOME AND PREPAYMENTS
EUR 1,000 31 DEC 2025 31 DEC 2024
Interest receivables 2 4
Prepayments 143 215
Others 163 168
Accrued income and prepayments total 308 388
G23. TAX ASSETS AND LIABILITIES
EUR 1,000 31 DEC 2025 31 DEC 2024
Tax assets
Deferred tax assets
12 17
Current income tax receivables 229 229
Tax liabilities
Deferred tax liabilities
119 155
Tax assets and liabilities, net 121 91
G24. LIABILITIES TO THE PUBLIC AND PUBLIC SECTOR ENTITIES
EUR 1,000 31 DEC 2025 31 DEC 2024
Deposits 256,512 394,639
Liabilities to the public and public sector entities total 256,512 394,639
G25. SUBORDINATED LIABILITIES
EUR 1,000 31 DEC 2025 31 DEC 2024
Debentures 6,202 6,218
Subordinated liabilities total 6,202 6,218
The debenture loan is an instrument with a lower priority than Alisa Bank’s other
commitments, which belongs to the secondary capital referred to in the solvency regulations
applicable to Alisa Bank. The loan term of the debenture loan is five years and it matures on
October 17, 2027. The fixed annual interest rate of the debenture loan is 8 percent.
G27. ACCRUED EXPENSES AND DEFERRED INCOME
EUR 1,000 31 DEC 2025 31 DEC 2024
Interest payable 2,315 4,835
Personnel related 1,253 1,231
Accrued expenses 736 2,551
Accrued expenses and prepayments total 4,303 8,618
Other accrued liabilities consist of usual expense provisions and purchased credit base
from the related periodization, which is discharged when the loan portfolio is removed from
the balance sheet.
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G28. EQUITY
EUR 1,000 31 DEC 2025 31 DEC 2024
Restricted equity
Share capital 1 Jan
18,289 18,289
Share capital 31 Dec 18,289 18,289
Total restricted equity 18,289 18,289
Unrestricted equity
Reserve for invested unrestricted equity
31,985 31,985
Fair value reserve
28 -
Retained earnings
-13,525 -12,408
Result for the year
-2,105 -1,204
Total unrestricted equity
16,383 18,373
Total equity
34,672 36,663
G29. OFF-BALANCE SHEET ITEMS
EUR 1,000 31 DEC 2025 31 DEC 2024
Unused credit facilities 3,751 4,861
Total 3,751 4,861
Off-balance sheet commitments are overdraft facilities granted to customers that the
customer has not withdrawn. The expected credit loss on off-balance sheet items is EUR 73
thousand (EUR 68 thousand).
Under the terms of the loan portfolio transaction completed in December 2025, the Bank has
a time-limited and quantitatively capped indemnification obligation towards the buyer for
losses that may arise if certain key conditions of the transaction are not met. As at the date of
preparation of the financial statements, no events triggering such indemnification obligations
are known.
G30. COLLATERALS RECEIVED
EUR 1,000 31 DEC 2025 31 DEC 2024
Real estate collateral 2,770 3,406
Guarantees received 8,083 6,699
Other 2,609 4,674
Collaterals received total 13,462 14,779
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G32. RELATED PARTY TRANSACTIONS
Related party refers to key persons in a leading position in Alisa Bank and their family
members, subsidiaries and companies in which a key person in a leading position has control
or joint control. The key persons are the members of the board, the CEO and the CEO’s deputy,
and the rest of the management team.
During the reporting period, business transactions with related parties, board and executive
team members, mainly consisted of Alisa Bank’s deposit liabilities, debenture loans and
related interest. In addition, in connection with the combination with PURO Finance, share
subscription loans granted to some of PURO Finance’s personnel were transferred to Alisa
Bank Group, of which the share granted to related parties is shown in the table below.
RELATED PARTY TRANSACTIONS
EUR 1,000 31 DEC 2025 31 DEC 2024
Receivables 93 83
Liabilites 186 345
Expenses 4 21
Total 283 448
Appendix G7 presents the information regarding the remuneration of the management.
Appendix G31 shows the group structure and appendix G1 explains the changes in the group
structure.
G33. SIGNIFICANT EVENTS AFTER THE PERIOD
There are no known events after the end of the accounting period that would require the
presentation of additional information or that would significantly affect the company’s financial
position.
G34. BUSINESS COMBINATIONS
Alisa Bank Plc and PURO Finance Ltd announced on 10 April 2024 that they had agreed on the
combination of the companies through a share exchange whereby Alisa Bank acquires the
entire share capital of PURO Finance from its previous owners. According to the share exchange
agreement, Alisa Bank acquired PURO Finance from its previous shareholders for a purchase
price consisting of 58,878,721 new issued Alisa Bank shares. The final transaction took place
on May 15, 2024, when control passed to Alisa Bank Plc. PURO Finance specializes in factoring,
i.e. invoice financing. Together with its partners, PURO offers a reliable and effortless
accounts receivable financing service that combines customer invoicing, financing, credit
insurance, collection and accounting. PURO Finance was merged with Alisa Bank Plc on
November 2024.
The acquisition has been treated in the consolidated financial statements as a business
combination using the acquisition cost method. EUR 0.9 million of the purchase price was
allocated to customer contracts and EUR 7.3 million goodwill was generated. Goodwill
reflects the synergies arising from the merger both on the income and expense side. The
expected synergies on the revenue side are mainly based on cross-selling opportunities,
a growing number of customers and improved competitiveness. Financial synergy is
achieved when PURO Finance’s debt financing is replaced by Alisa Bank’s financing based
mainly on deposit funds. Synergies on the cost side are expected to be achieved by cutting
overlapping operational costs, making operations more efficient when the companies
adopt the best practices of both parties, and through enhanced credit risk management
as a reduction in the probability of credit losses. The valuation of customer contracts at
the time of acquisition is based on PURO Finance’s historical data on customer behavior.
In the targeted issue, Alisa’s price per share was EUR 0.2, the number of new shares was
58,878,721 shares, so EUR 11,775,744 was the purchase price. The per-share price of EUR
0.2 was the closing price on May 15, 2024.
The pre combination operating income of PURO Finance from 1 January to 14 June 2024
was EUR 9.5 million. If the acquisition had already taken place at the beginning of 2024,
the operating income of PURO Finance would have been included in the Alisa Group as
such. Alisa Bank’s income 2024 includes PURO Finance’s income of approximately EUR 5.9
million.
The transaction costs of the acquisition were EUR 1.4 million. EUR 0.8 million of the
transaction costs are booked in income statement as non-recurring items. Transaction
costs are booked in other operating expenses or administrative expenses according to
their nature. The rest of the costs are shown in equity as costs incurred from the issuance
of shares and as costs recorded in PURO Finance’s result before the combination.
The main differences between PURO Finance’s balance sheet prepared in accordance with
FAS accounting and fair values are related to the valuation of the credit portfolio. EUR -1.0
million impairment adjustment was applied to the credit base acquired in connection with
the combination due to the decrease in value due to credit risk (POCI according to IFRS
9, purchased or originated credit impaired). That part of the credit portfolio in question
has been valued at zero at the time of acquisition and is therefore not subject to an ECL
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provision. The fair value of the acquired credit portfolio at the time of acquisition was EUR
25.5 million. In addition, estimates based on historical data related to customer contracts
have been used in the valuation of customer contracts identified as a new balance sheet item
in the combination. The management’s judgment is also related to the allocation of goodwill
as part of the acquisition process. The fair values and acquisition price of the acquired net
assets are presented in the table below.
EUR 1,000
Fair values of acquired assets and liabilities
on 14 May 2024 (PURO Finance Group)
Assets
Cash and equivalents 2,106
Claims on the public and public sector entities 26,778
Adjustment to the value of the loan portfolio -1,012
Intangible assets and goodwill 1,403
Property, plant and equipment 56
Other assets 11
Accrued income and prepayments 11
Assets total 29,353
Liabilities
Liabilities to credit institutions 13,573
Debt securities issued to the public 5,230
Other liabilities 5,562
Accrued expenses and deferred income 321
Deferred tax liabilities 177
Income tax receivables 40
Liabilities total 24,902
Acquired net assets 4,451
Acquisition consideration (58,878,721 shares) 11,776
Goodwill 7,325
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Parent company’s income statement ..............................................................................70
Parent company’s balance sheet ...................................................................................... 71
Parent company’s statement of cash flow ......................................................................72
Parent company’s notes
P1. Parent company’s accounting policies ...................................................................... 73
P2. Net interest income ....................................................................................................... 74
P3. Fee and commission income and expenses ............................................................74
P4. Net investment income ................................................................................................ 75
P5. Other operating income ............................................................................................... 75
P6. Personnel expenses ...................................................................................................... 76
P7. Other administrative expenses ..................................................................................76
P8. Depreciation and impairment losses ........................................................................76
P9. Other operating expenses ...........................................................................................76
P10. Realized and expected credit losses .......................................................................77
P11. Income taxes ................................................................................................................ 77
P12. Classes of financial assets and liabilities and fair values ....................................78
P13. Maturities of financial assets and liabilities ...........................................................80
P14. Assets and liabilities in domestic and foreign currencies ....................................81
P15. Cash and cash equivalents ........................................................................................81
P16. Claims on credit institutions ..................................................................................... 82
P17. Claims on public and public sector entities ........................................................... 82
P18. Shares and participations in companies belonging to the group .....................82
P19. Intangible assets ........................................................................................................... 83
P20. Tangible assets ............................................................................................................. 84
P21. Other assets ..................................................................................................................85
P22. Accrued income and prepayments .........................................................................85
P23. Tax assets and liabilities ............................................................................................85
P24. Liabilities to the public and public sector entities ................................................85
P25. Other liabilities ............................................................................................................ 85
P26. Accrued expenses deferred income.........................................................................85
P27. Subordinated liabilities .............................................................................................. 85
P28. Equity ..............................................................................................................................86
P29. Assets pledged as collateral ......................................................................................86
P30. Off-balance sheet commitments .............................................................................87
Parent company’s Financial Statements
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Parent company income statement
EUR 1,000 NOTE 2025 2024
Interest income 18,859 29,615
Interest expenses -6,580 -14,368
Net interest income P2 12,279 15,247
Fee and commission income P3 2,257 2,902
Fee and commission expenses P3 -855 -1,106
Net investment income P4 -5 -15
Other operating income P5 1,266 119
Total operating income
14,942 17,147
Operating expenses
Personnel expenses
P6 -6,715 -5,962
Other administrative expenses P7 -4,428 -4,479
Depreciation and amortization on tangible and
intangible assets
P8 -1,681 -787
Other operating expenses P9 -549 -11,708
Realized and expected credit losses P10 -3,609 -5,640
Operating profit -2,040 -11,429
Profit before taxes
-2,040 -11,429
Income taxes P11 -42 0
Profit (loss) for the financial year -2,081 -11,429
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Parent company balance sheet
EUR 1,000 NOTE 2025 2024
Assets
Cash and equivalents
P15 210,744 279,361
Claims on credit institutions P16 7,741 8,600
Claims on the public and public sector entities P17 55,401 144,011
Debt securities P12 14,891 -
Shares and participation in companies belonging to
the Group
E18 - 924
Intangible assets E19 1,242 2,345
Property, plant and equipment E20 32 46
Other assets E21 1,098 870
Accrued income and prepayments E22 290 385
Income tax assets E23 229 229
Assets total
291,667 436,772
EUR 1,000 NOTE 2025 2024
Liabilities
Liabilities to the public and public sector entities
E24 256,512 394,639
Other liabilities E25 3,735 4,325
Accrued expenses and deferred income E26 4,300 8,617
Subordinated liabilities E27 6,202 6,218
Liabilities total 270,748 413,799
Equity
Share capital
E28 18,289 18,289
Fair value reserve E28 28 -
Fund of invested non-restricted equity E28 23,343 23,343
Retained earnings E28 -18,659 -7,230
Profit (loss) for financial year E28 -2,081 -11,429
Equity total 20,919 22,973
Liabilities and equity total 291,667 436,772
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Parent company cash flow statement
EUR 1,000 2025 2024
Cash flow from operating activities
Profit (loss) for the period
-2,081 -11,429
Adjustments for items not included in cash flow
Depreciation and impairment
1,681 787
Credit losses 3,317 5,531
Income taxes 42
Loss from merger - 11,427
Other adjustments -31 -10
Adjustments total 5,009 17,735
Income taxes paid -42
Cash flows from operating before changes in operating
assets and liabilities
2,886 6,306
Increase (-) or decrease (+) in operating assets
Claims on the public and public sector entities
85,293 17,972
Debt securities -14,837 -
Other assets -133 2,574
Increase (-) or decrease (+) in operating liabilities
Liabilities to the public and public sector entities
-138,127 125,775
Other liabilities -3,987 1,534
Cash flow from operating activities -68,904 154,160
EUR 1,000 2025 2024
Investing activities
Investments in tangible assets
0 -23
Investments in intangible assets -572 -508
Sales of tangible assets 35
Cash flow from investing activities -572 -496
Cash flow from financing activities
Paid directed share issue
0 911
Cash flow from financing activities 0 911
Change in cash and cash equivalents -69,476 154,576
Cash and cash equivalents at the beginning of period 287,962 133,386
Cash and cash equivalents at the end of period 218,485 287,962
Cash and equivalents are formed by the following items:
Cash and equivalents
210,744 279,361
Claims on credit institutions 7,741 8,600
Cash and cash equivalents at the end of period 218,485 287,962
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P1. Accounting principles for the Parent Company
Company’s basic information
Alisa Bank Plc (“company”) domicile is in Helsinki and registered address is
Bulevardi 21 A, 00180 Helsinki.
The parent company’s financial statements have been prepared and presented in accordance
with the provisions of Act on Credit Institutions, the Decree of the Ministry of Finance
on financial statements and Regulations and Guidelines 2/2016 of the Finnish Financial
Supervisory Authority on accounting, financial statements and management reports for the
financial sector. In addition, the Accounting Act and the Limited Liability Companies Act are
complied with regulations regarding financial statements.
Differences in accounting principles compared to the group
Leases of property, plant and equipment in which substantially all the company’s risks and
rewards of ownership are classified as finance leases. In financial statement, leases payable
under these contracts are treated as rental expenses. Moreover, an asset acquired under a
finance lease is not included in the balance sheet.
Alisa Bank has share-based incentive schemes. According to IFRS, the fair value is amortized
as an expense in the income statement during the period of creation and the counterpart is
recorded in equity. In the FAS financial statement, an expense is only recorded at the time of
payment and only for the portion paid in cash.
In the group, tax deductible temporary differences are calculated as deferred tax assets up to
the amount that it is likely that the group can utilize the temporary difference. Deferred tax
assets and liabilities are not recorded in the parent company.
In other respects, the principles for preparing the company’s separate financial statements
correspond to the principles of Alisa Group.
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Notes to the income statement
P2. NET INTEREST INCOME
EUR 1,000 2025 2024
Interest income
Interest income from other loans and claims
Claims on credit institutions
5,258 11,628
Claims on the public and public sector entities 13,595 17,978
From companies belonging to the same group 6 8
Debt securities 38 -
Interest income Total 18,859 29,615
Interest expenses
Interest expenses from other borrowing
Liabilities to the public and public sector entities and credit
institutions
-6,087 -13,869
Subordinated liabilities -472 -496
To companies belonging to the same group -21 0
Other interest expenses -1 -2
Interest expenses total -6,580 -14,368
Net interest income 12,279 15,247
P3. FEE AND COMMISSION INCOME AND EXPENSES
EUR 1,000 2025 2024
Fee and commission income
Credit related fees and commissions
1,868 2,677
BaaS - Banking-as-a-Service fees 283 122
Form companies belonging to the same group - 3
Other fee and commission income 105 100
Fee and commission income total 2,257 2,902
Fee and commission expenses
Banking fees
-155 -159
Other fee and commission expenses -700 -947
Fee and commission expenses total -855 -1,106
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P4. NET INVESTMENT INCOME
EUR 1,000 2025 2024
Net income from debt securities 3 -
Net income from foreign exchange operations -8 -15
Net investment income total -5 -15
2025
Net investment income from securities
transactions by instrument
Gains and
losses on sales
Changes in fair
value Total
Debt securities - 3 3
Net income from foreign exchange operations -8 - -8
Net investemt income total -8 3 -5
2024
Net investment income from securities
transactions by instrument
Gains and
losses on sales
Changes in fair
value Total
Net income from foreign exchange operations -15 0 -15
Net investemt income total -15 0 -15
P5. OTHER OPERATING INCOME
EUR 1,000 2025 2024
From companies belonging to the same group 0 11
Other income 1,266 108
Other operating income total 1,266 119
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P6. PERSONNEL EXPENSES
EUR 1,000 2025 2024
Wages and salaries -6,165 -5,611
Other social security costs -94 -42
Pension expenses -823 -775
Activation of personnel costs 367 467
Personnel expenses total
-6,715 -5,962
The activation of personnel costs includes the share of own work from the costs activated in the
information systems, including social costs.
Number of personnel, average 2025 2024
Number of personnel during the period, average 80 80
Number of personnel at the end of the period 77 78
P7. OTHER ADMINSTRATIVE EXPENSES
EUR 1,000 2025 2024
Office expenses -357 -471
Internal service charge -100 -556
IT and infosystems -1,667 -1,484
Marketing expenses -271 -201
External services
-1,222 -1,027
Other expenses
-810 -739
Other administrative expenses total -4,428 -4,479
FEES PAID TO THE AUDIT FIRM
EUR 1,000 2025 2024
Audit -186 -148
Assignments referred to in section 1 subsection 1 section 2 of
the Audit Act
- -14
Fees paid to the audit firm total -186 -162
P8. DEPRECIATION AND IMPAIRMENT LOSSES
EUR 1,000 2025 2024
Intangible assets -1,667 -778
Tangible assets -14 -9
Depreciation, amortization and impairment losses total -1,681 -787
During the accounting period, capitalised IT development costs related to the consumer business were
written down by EUR 0.9 million.
P9. OTHER OPERATING EXPENSES
EUR 1,000 2025 2024
Authorities expenses -50 -32
Rent expenses -430 -207
Loss from merger - -11,427
Other operating expenses -68 -43
Other operating expenses total -549 -11,708
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P10. REALISED AND EXPECTED CREDIT LOSSES
EUR 1,000 2025 2024
Realized credit losses on receivables
Realized credit losses on loans granted during the financial
year
-41 -267
Realized credit losses on loans granted before the
beginning of the financial year
-5 620 -6,019
Realized credit losses on loans granted before the
beginning of the financial year, for the companies
belonging to the same group
-300 -
Realised and expected credit losses and impairment losses -5,960 -6,286
Expected credit losses (ECL) change 2,351 646
Impairment of receivables total -3,609 -5,640
The change in the expected credit loss reservation with an impact on profit was a positive EUR 2.4 million
(0.6). The change was driven almost entirely by a reduction in the consumer loan portfolio and the sale of a
significant portion of that portfolio.
The effects of the development of the ECL calculation model applied by the Bank and changes in
discretionary parameters on the amount of the ECL reservation amounted to approximately EUR 0.4
million increasing the ECL reservation during the financial year (2024: EUR 0.3 million increase). Of this
amount, EUR 0.3 million related to the renewal of the ECL calculation model for invoice financing. As part
of the renewal, the PD parameters were updated, additional SICR criteria were introduced, and the EAD
calculation was modified to better reflect the recurring nature of the use of invoice financing.
In addition to the renewal of the ECL model for invoice financing, a calculation update was implemented,
as a result of which the Stage 3 reservation level for all exposures increases more strongly over time than
previously. This change increased the ECL reservation by EUR 0.2 million. During the financial year, minor
impacts on the ECL reservation also arose from changes in the pricing of contracts related to the sale of
overdue receivables and from updates to macroeconomic parameters.
The ECL reservation as at 31 December 2025 includes a total of EUR 0.5 million (2024: EUR 0.3 million) of
discretionary management overlays. The discretionary overlays are allocated to individual contracts and
relate to loans granted to business customers.
Expected credit losses include both loans and advances to customers and off-balance-sheet commitments.
P11. INCOME TAXES
EUR 1,000 2025 2024
Taxes for previous period -42 0
Income taxes total -42 0
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Notes to balance sheet
P12. CLASSES OF FINANCIAL ASSETS AND LIABILITIES AND FAIR VALUES
EUR 1,000
31 DEC
2025
Assets
Amortised
cost
At fair value
through other
comprehensive
income Total
Measured
at fair
value
Value
hierarchies
Cash and cash equivalents 210,744 - 210,744 210,744 1
Claims on credit institutions 7,741 - 7,741 7,741 1
Claims on the public and public
sector entities
55,401 - 55,401 57,446 2
Debt securities - 4,920 4,920 4,920 1
Debt securities - 9,971 9,971 9,971 2
Total 273,886 14,891 288,777 290,822
Liabilities
Amortised
cost
At fair value
through other
comprehensive
income Total
Measured
at fair
value
Value
hierarchies
Liabilities to the public and
public sector entities 256,512 - 256,512 256,599 2
Subordinated liabilities 6,202 - 6,202 6,013 2
Total 267,713 - 267,713 262,612
EUR 1,000
31 DEC
2024
Assets
Amortised
cost Total
Measured
at fair
value
Value
hierarchies
Cash and cash equivalents 279,361 279,361 279,364 1
Claims on credit institutions 8,600 8,600 8,600 1
Claims on the public and public
sector entities
144,011 144,011 150,843 2
Total 431,973 431,973 438,807
Liabilities
Amortised
cost Total
Measured
at fair
value
Value
hierarchies
Liabilities to the public and
public sector entities 394,639 394,639 394,970 2
Subordinated liabilities 6,218 6,218 7,153 2
Non-financial liabilities 4,325 4,325 4,325
Total 405,182 405,182 406,448
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The company has classified fair values on the basis of the fair value
hierarchy as follows:
Level 1: The fair values of financial instruments (such as publicly quoted derivatives and
shares) traded on the active market are based on market prices quoted at the end of the
reporting period. The quoted market price of financial assets is the current bid price, and
the quoted market price of financial liabilities is the ask price.
Level 2: For financial instruments not traded on the active market, the fair value is
determined using the measurement method. These methods use as much observable
market information as possible and rely as little as possible on company-specific
assessments. If all the significant input data required to determine the fair value of an
instrument are observable, the instrument is classified as level 2.
Level 3: If one or several pieces of significant input data are not based on observable market
data, the instrument is classified as level 3.
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P13. MATURITIES OF FINANCIAL ASSETS AND LIABILITIES
2025 2024
EUR 1,000
Less
than 3
months
3-12
months
1-5
years
5-10
years
Over 10
years Total
Less than
3 months
3-12
months 1-5 years 5-10 years
Over 10
years Total
Assets
Financial liabilities at amortized cost
Cash and cash equivalents
210,744 - - - - 210,744 279,361 - - - - 279,361
Claims on credit institutions 7,741 - - - - 7,741 8,600 - - - - 8,600
Claims on the public and public sector entities 33,539 7,535 11,517 2,216 594 55,401 43,210 20,363 62,029 15,428 2,981 144,011
Debt securities 9,971 4,920 - - - 14,891
Liabilities
Financial liabilities at amortized cost
Liabilities to public
230,699 18,630 7,183 - - 256,512 355,340 19,313 19,986 - - 394,639
Subordinated liabilities - 102 6,100 6,202 118 - 6,100 - - 6,218
Off-balance sheet commitments 3,751 - - - - 3,751 4,861 - - - - 4,861
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P14. ASSETS AND LIABILITIES DENOMINATED IN DOMESTIC AND FOREIGN CURRENCY
2025 2024
EUR 1,000
Domestic
currency
Foreign
currency Total
Domestic
currency
Foreign
currency Total
Assets
Financial assets at amortized cost
Cash and cash equivalents
210,744 - 210,744 279,361 - 279,361
Claims on credit institutions 7,720 21 7,741 8,496 104 8,600
Claims on the public and public sector entities 54,658 742 55,401 142 905 1,106 144,011
Other asset items 2,890 - 2,890 3,875 - 3,8575
Total 276,013 764 276,776 434,637 1,211 435,848
Liabilities
Financial liabilities at amortized cost
Liabilities to the public and public sector entities
256,512 - 256,512 394,639 - 394,639
Subordinated liabilities 6,202 - 6,202 6,218 - 6,218
Other liabilities items 12,937 5 12,942 12,936 6 12,942
Total 275,651 5 275,655 413,793 6 413,799
P15. CASH AND CASH EQUIVALENTS
EUR 1,000 31 DEC 2025 31 DEC 2024
Balances with central banks 210,744 279,361
Cash and cash equivalents total 210,744 279,361
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P16. RECEIVABLES FROM CREDIT INSTITUTIONS
EUR 1,000 31 DEC 2025 31 DEC 2024
Repayable on demand 5,141 4,600
Other than repayable on demand 2,600 4,000
Receivables from credit institutions total 7,741 8,600
P17. CLAIMS ON THE PUBLIC AND PUBLIC SECTOR ENTITIES
EUR 1,000 31 DEC 2025 31 DEC 2024
Other than repayable on demand
Enterprises and housing associations
43,343 30,575
Public sector entities 547 680
Households 9,417 108,710
Foreign countries 2,094 4,046
Other than repayable on demand total 55,401 144,011
Claims on the public and public sector entities total 55,401 144,011
P18. SHARES AND PARTICIPATION IN COMPANIES BELONGING TO THE GROUP
EUR 1,000 2025 2024
At the beginning of the period 924 5,028
Effects on business arrangement
-924 -16,471
Write-downs - -25
Additions - 12,392
At the end of the period - 924
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P19. INTANGIBLE ASSETS
2025
EUR 1,000
Development of
IT software Total
Acquisition cost at 1 Jan 5,454 5,454
Increases 563 563
Acquisition cost before depreciations 6,017 6,017
Accumulated depreciation 1 Jan -3,108 -3,108
Depreciation -814 -814
Write-down related to IT-project -853 -853
Accumulated depreciation 31 Dec -4,775 -4,775
Acquisition cost at 31 Dec 6,017 6,017
Accumulated depreciation 31 Dec -4,775 -4,775
Book value 31 Dec 1,242 1,242
2024
EUR 1,000
Acquisition cost at 1 Jan 4,399* 4,399
Increases 508 508
Increases from mergers 546 546
Acquisition cost before depreciations 5,454* 5,454
Accumulated depreciation 1 Jan -2,331 -2,331
Depreciation -672 -672
Write-downs related to German operations -94 -94
Write-down related to IT-project -12 -12
Accumulated depreciation 31 Dec -3,108 -3,108
Acquisition cost at 31 Dec 5,454 5,454
Accumulated depreciation 31 Dec -3,108 -3,108
Book value 31 Dec 2,345 2,345
* The presentation of the comparative period figures has been adjusted by reallocating acquisition costs and accumulated
depreciation between line items within machinery and equipment and capitalized development of IT software.
The adjustment had no impact on carrying amounts.
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P20. TANGIBLE ASSETS
2025
EUR 1,000
Machinery and
equipment Total
Acquisition cost at 1 Jan 147 147
Increases 0 0
Acquisition cost before depreciations 147 147
Accumulated depreciation 1 Jan -101 -101
Depreciation -14 -14
Accumulated depreciation 31 Dec -115 -115
Acquisition cost at 31 Dec 147 147
Accumulated depreciation 31 Dec -115 -115
Book value 31 Dec 32 32
2024
EUR 1,000
Acquisition cost at 1 Jan 113* 113
Increases 34 34
Acquisition cost before depreciations 147* 147
Accumulated depreciation 1 Jan -91 -91
Depreciation -9 -9
Accumulated depreciation 31 Dec -101 -101
Acquisition cost at 31 Dec 147 147
Accumulated depreciation 31 Dec -101 -101
Book value 31 Dec 46 46
* The presentation of the comparative period figures has been adjusted by reallocating acquisition costs
and accumulated depreciation between line items within machinery and equipment and capitalized devel-
opment of IT software. The adjustment had no impact on carrying amounts
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P21. OTHER ASSETS
EUR 1,000 31 DEC 2025 31 DEC 2024
Commission receivables
394 330
Other receivables
704 540
Other assets total
1,098 870
P22. ACCRUED INCOME AND PREPAYMENTS
EUR 1,000 31 DEC 2025 31 DEC 2024
Interest 2 4
Staff-related 51 58
Other items 237 323
Accrued income and prepayments total 290 385
P23. TAX ASSETS AND LIABILITIES
EUR 1,000
31 DEC 2025 31 DEC 2024
Income tax assets 229 229
Tax assets and liabilities total 229 229
P24. LIABILITIES TO THE PUBLIC AND PUBLIC SECTOR ENTITIES
EUR 1,000
31 DEC 2025 31 DEC 2024
Liabilities to public
Repayable on demand
256,512 394,639
Liabilities to the public and public sector entities total
256,512 394,639
P25. OTHER LIABILITIES
EUR 1,000 31 DEC 2025 31 DEC 2024
Other short-term liabilities 3,561 4,151
VAT and withholding tax payable 174 175
Other liabilities total 3,735 4,325
P26. ACCRUED EXPENSES AND DEFERRED INCOME
EUR 1,000 31 DEC 2025 31 DEC 2024
Personnel related 1,253 1,231
Interest expenses 2,315 4,835
Other accrued expenses 732 2,550
Accrued expenses and deferred income total 4,300 8,617
P27. SUBORDINATED LIABILITIES
EUR 1,000 31 DEC 2025 31 DEC 2024
Debentures 6,202 6,218
Subordinated liabilities total 6,202 6,218
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P28. EQUITY
EUR 1,000 31 DEC 2025 31 DEC 2024
Restricted equity
Share capital 1 Jan
18,289 18,289
Share capital 31 Dec
18,289 18,289
Fair value reserve
Fair value reserve 1 Jan
- -
Increases
28 -
Fair value reserve, total
28 -
Total restricted equity
18,317 18,289
Unrestricted equity
Fund of invested non-restricted equity 1 Jan
23,343 12,452
Axquisition
- 10,422
Share issue
- 469
Fund of invested non-restricted equity 31 Dec
23,343 23,343
Retained earnings 1 Jan
-18,659 -7,230
Result for the year
-2,081 -11,429
Retained earnings 31 Dec
-20,740 -18,659
Total unrestricted equity
2,602 4,684
Total equity 20,919 22,973
P28. EQUITY
EUR 1,000 31 DEC 2025 31 DEC 2024
Calculation of distributable equity
Retained earnings 1 Jan
-18,659 -7,230
Result for the year -2,081 -11,429
Reserve for invested unrestricted equity 23,343 23,343
Capitalized development expenditure -1,242 -2,345
Total 1,361 2,339
Share capital of the company 31 DEC 2025 31 DEC 2024
The company’s shares are quoted on the Nasdag Helsinki under the trading code ALISA.
No. of shares (ALISA) 150,031,563 150,031,563
Total 150,031,563 150,031,563
Each share carries one vote at a General Meeting of Shareholders
Own shares held by the credit institution
On December 31, 2025 the company hold a total of 14,081 own shares.
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P29. ASSETS PLEDGED AS COLLATERAL
EUR 1,000 31.12.2025 31.12.2024
Real estate collateral 2,770 3,406
Guarantees received 8,083 6,699
Other 2,609 4,674
Collaterals received total 13,462 14,779
P30. OFF-BALANCE SHEET COMMITMENTS
EUR 1,000 2025 2024
Rental liabilities up to one year 303 421
Rental liabilities over one year and less than 5 years 112 398
Unused credit facilities, given to clients 3,751 4,861
Total 4,166 5,681
Under the terms of the loan portfolio transaction completed in December 2025, the Bank has a time-limited and quantitatively capped indemnification obligation towards the buyer for
losses that may arise if certain key conditions of the transaction are not met. As at the date of preparation of the financial statements, no events triggering such indemnification obligations
are known.
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The financial statement prepared in compliance with the applicable financial statement regulations gives a true and fair view of the assets,
liabilities, financial position and profit or loss of both the company and the entire group of companies included in its consolidated financial statements.
The annual report contains a truthful view of the business development and performance of the company and of the companies included in its consolidated financial
statements on the one hand, as well as a description of the most significant risks and uncertainties and the rest of the company’s condition.
Helsinki, February 12, 2026
Signatures on the Financial Statements and the Annual Report
Auditor’s Note
Based on the auditing an audit report has been issued today.
Helsinki, February 12, 2026
KPMG Oy
Authorised Public Accountants
Tiia Kataja
Authorised Public Accountant (KHT)
Karri Haaparinne
Olli-Petteri Lehtinen
Chairman of the Board
Johanna Lamminen
Deputy Chairman of the Board
Sampsa Laine
CEO
Tero WeckrothSami Honkonen Marjo Tomminen Peter Ramsay
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Auditor’s Report
This document is an English translation of the Finnish auditor’s report. Only the Finnish version of the report is legally binding.
To the Annual General Meeting of Alisa Bank Plc
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of Alisa Bank Plc (business identity code 0533755-0) for
the year ended 31 December, 2025. The financial statements comprise the consolidated balance
sheet, income statement, statement of comprehensive income, statement of changes in equity,
cash flow statement and notes, including material accounting policy information, as well as the
parent company’s balance sheet, income statement, cash flow statement and notes.
In our opinion
• the consolidated financial statements give a true and fair view of the group’s financial
position, financial performance and cash flows in accordance with IFRS Accounting
Standards as adopted by the EU
• the financial statements give a true and fair view of the parent company’s financial
performance and financial position in accordance with the laws and regulations governing
the preparation of financial statements in Finland and comply with statutory requirements.
Our opinion is consistent with the additional report submitted to the Audit Committee and to
Board of Directors.
Basis for Opinion
We conducted our audit in accordance with good auditing practice in Finland. Our
responsibilities under good auditing practice are further described in the Auditor’s
Responsibilities for the Audit of the Financial Statements section of our report.
We are independent of the parent company and of the group companies in accordance with
the ethical requirements that are applicable in Finland and are relevant to our audit, and we
have fulfilled our other ethical responsibilities in accordance with these requirements.
We have not provided any non-audit services to the bank.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Materiality
The scope of our audit was influenced by our application of materiality. The materiality is
determined based on our professional judgement and is used to determine the nature, timing
and extent of our audit procedures and to evaluate the effect of identified misstatements on
the financial statements as a whole. The level of materiality we set is based on our assessment
of the magnitude of misstatements that, individually or in aggregate, could reasonably be
expected to have influence on the economic decisions of the users of the financial statements.
We have also taken into account misstatements and/or possible misstatements that in our
opinion are material for qualitative reasons for the users of the financial statements.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance
in our audit of the financial statements of the current period. These matters were addressed
in the context of our audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters. The significant risks of
material misstatement referred to in the EU Regulation No 537/2014 point (c) of Article 10(2) are
included in the description of key audit matters below.
We have also addressed the risk of management override of internal controls. This includes
consideration of whether there was evidence of management bias that represented a risk of
material misstatement due to fraud.
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THE KEY AUDIT MATTER
HOW THE MATTER WAS ADDRESSED
IN THE AUDIT
Claims on the public and public sector entities – measurement
(notes G11 and G17 to the consolidated financial statements)
Claims on the public and public sector entities,
totalling EUR 55.4 million, is a significant item on the
Alisa Bank’s balance sheet representing 18-1% of the
total assets.
Calculation of expected credit losses (ECL) in
accordance with IFRS 9 Financial Instruments is
based on the impairment models applied by Alisa
Bank and expert estimates. This involves estimates,
assumptions, and management judgements, especially
in respect of determining the probability of expected
credit losses as well as significant increases in credit
risk.
Developments in the economic environment and
related uncertainties may increase credit risk, which
can realise in higher impairment loss on claims.
The elements of accounting for expected credit losses
are updated and defined, based on materialised credit
risk developments, improvements of the accounting
process as well as on regulations and changes therein.
Due to the significance of the carrying amount
involved, complexity of the accounting methods
used for measurement purposes and management
judgement involved, measurement of claims is
addressed as a key audit matter.
We obtained an understanding of Alisa Bank’s lending
process, credit risk management and calculation of
expected credit losses.
We evaluated compliance with the lending
instructions and assessed credit risk management as
well as the principles and controls over recognition
of claims.
We assessed the methods and the key assumptions
used for calculating expected credit losses (ECL) as
well as tested the controls related to the calculation
process and credit risk models for expected credit
losses.
The focus areas in our audit included the replication
of the ECL provisioning under the impairment model
and the basis for recording overlays relying on
management judgements and estimates.
Our IFRS and financial instruments specialists were
involved in the audit.
Furthermore, we considered the appropriateness of
the notes provided in respect of claims and expected
credit losses.
Sale of consumer loan portfolio (Accounting principles for the consolidated financial statements
and notes G6, G11 and G17 to the consolidated financial statements)
On 31 October 2025, Alisa Bank signed an agreement
to sell a significant part of its consumer loan portfolio
in December 2025, for a purchase price of EUR 51
million.
The impact of the sale on the result for the financial
year amounted to EUR 2.4 million, taking into account
the expected credit losses reversed as a result of
the transaction. The sold consumer loan portfolio
was measured in accordance with IFRS 9 Financial
Instruments, based on the valuation models used by
Alisa Bank and expert estimates.
Due to the impact of the sale transaction on the
result for the financial year, the significance of the
carrying amount and the complexity of the calculation
methods used for measurement purposes, the sale
of the consumer loan portfolio is addressed as a key
audit matter.
We gained an understanding of the sales agreement
for the consumer loan portfolio and other
documentation related to the transaction.
We tested the mathematical accuracy of the
purchase price calculations and compared the
information used with the terms and conditions
specified in the sales agreement.
We assessed the policies used in preparing the
purchase price calculation and the accuracy of the
calculation formulas, as well as the fulfillment of the
derecognition criteria under IFRS 9.
KPMG’s IFRS and accounting specialists were involved
in the audit.
In addition, we considered the appropriateness of
the accounting policies and notes to the financial
statements in respect to the disclosure of the
transaction.
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Responsibilities of the Board of Directors and the Managing Director
for the Financial Statements
The Board of Directors and the Managing Director are responsible for the preparation of
consolidated financial statements that give a true and fair view in accordance with IFRS
Accounting Standards as adopted by the EU, and of financial statements that give a true and
fair view in accordance with the laws and regulations governing the preparation of financial
statements in Finland and comply with statutory requirements. The Board of Directors and
the Managing Director are also responsible for such internal control as they determine is
necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Board of Directors and the Managing Director are
responsible for assessing the parent company’s and the group’s ability to continue as a going
concern, disclosing, as applicable, matters relating to going concern and using the going
concern basis of accounting. The financial statements are prepared using the going concern
basis of accounting unless there is an intention to liquidate the parent company or the
group or cease operations, or there is no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with good auditing
practice will always detect a material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the
basis of the financial statements.
As part of an audit in accordance with good auditing practice, we exercise professional
judgment and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether
due to fraud or error, design and perform audit procedures responsive to those risks, and
obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.
The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the parent company’s or the group’s internal
control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by management.
• Conclude on the appropriateness of the Board of Directors’ and the Managing Director’s
use of the going concern basis of accounting and based on the audit evidence obtained,
whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the parent company’s or the group’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the financial statements or,
if such disclosures are inadequate, to modify our opinion. Our conclusions are based on
the audit evidence obtained up to the date of our auditor’s report. However, future events
or conditions may cause the parent company or the group to cease to continue as a going
concern.
• Evaluate the overall presentation, structure and content of the financial statements,
including the disclosures, and whether the financial statements represent the underlying
transactions and events so that the financial statements give a true and fair view.
• Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding
the financial information of the entities or business units within the group as a basis for
forming an opinion on the group financial statements. We are responsible for the direction,
supervision and review of the audit work performed for purposes of the group audit. We
remain solely responsible for our audit opinion
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
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We also provide those charged with governance with a statement that we have complied
with relevant ethical requirements regarding independence, and communicate with
them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the financial statements of the current
period and are therefore the key audit matters. We describe these matters in our auditor’s
report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in
our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
Other Reporting Requirements
Information on our audit engagement
We were first appointed as auditors by the Annual General Meeting on 20 April 2023, and
our appointment represents a total period of uninterrupted engagement of 3 years.
Other Information
The Board of Directors and the Managing Director are responsible for the other information.
The other information comprises the report of the Board of Directors and the information
included in the Annual Report, but does not include the financial statements or our auditor’s
report thereon. We have obtained the report of the Board of Directors prior to the date of this
auditor’s report, and the Annual Report is expected to be made available to us after that date.
Our opinion on the financial statements does not cover the other information.
In connection with our audit of the financial statements, our responsibility is to read the other
information identified above and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the audit,
or otherwise appears to be materially misstated. With respect to the report of the Board of
Directors, our responsibility also includes considering whether the report of the Board of
Directors has been prepared in compliance with the applicable provisions.
In our opinion, the information in the report of the Board of Directors is consistent with the
information in the financial statements and the report of the Board of Directors has been
prepared in compliance with the applicable provisions.
If, based on the work we have performed on the other information that we obtained prior
to the date of this auditor’s report, we conclude that there is a material misstatement of
this other information, we are required to report that fact. We have nothing to report in this
regard.
Helsinki, 12 February 2026
KPMG Oy Ab
Audit Firm
Tiia Kataja
Authorised Public Accountant, KHT
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93
Independent auditor’s report on the ESEF Consolidated
Financial Statements of Alisa Bank Plc
(Translation of the Finnish original)
To the Board of Directors of Alisa Bank Plc
We have performed a reasonable assurance engagement on the financial statements
743700VK1NB8HRGTQH74-2025-12-31-1-fi.zip of Alisa Bank Plc (Business ID 0533755-0) that
have been prepared in accordance with the Commission’s regulatory technical standard for the
financial year ended 31.12.2025.
Responsibilities of the Board of Directors and the Managing Director
The Board of Directors and the Managing Director are responsible for the preparation of
the company’s report of the Board of Directors and financial statements (the ESEF financial
statements) in such a way that they comply with the requirements of the Commission’s
regulatory technical standard. This responsibility includes:
• preparing the ESEF financial statements in XHTML format in accordance with Article 3 of the
Commission’s regulatory technical standard
• tagging the primary financial statements, notes and company’s identification data in the
consolidated financial statements that are included in the ESEF financial statements with
iXBRL tags in accordance with Article 4 of the Commission’s regulatory technical standard
and
• ensuring the consistency between the ESEF financial statements and the audited financial
statements.
The Board of Directors and the Managing Director are also responsible for such internal control as
they determine is necessary to enable the preparation of ESEF financial statements in accordance
with the requirements of the Commission’s regulatory technical standard.
Auditor’s independence and quality management
We are independent of the company in accordance with the ethical requirements that are
applicable in Finland and are relevant to the engagement we have performed, and we have
fulfilled our other ethical responsibilities in accordance with these requirements.
The auditor applies International Standard on Quality Management (ISQM) 1, which requires
the firm to design, implement and operate a system of quality management including
policies or procedures regarding compliance with ethical requirements, professional
standards and applicable legal and regulatory requirements.
Auditor’s responsibilities
Our responsibility is to, in accordance with Chapter 7, Section 8 of the Securities Markets
Act, provide assurance on the financial statements that have been prepared in accordance
with the Commission’s regulatory technical standard. We express an opinion on whether the
consolidated financial statements that are included in the ESEF financial statements have
been tagged, in all material respects, in accordance with the requirements of Article 4 of the
Commission’s regulatory technical standard.
Our responsibility is to indicate in our opinion to what extent the assurance has been
provided. We conducted a reasonable assurance engagement in accordance with
International Standard on Assurance Engagements (ISAE) 3000.
The engagement includes procedures to obtain evidence on:
• whether the primary financial statements in the consolidated financial statements that are
included in the ESEF financial statements have been tagged, in all material respects, with
iXBRL tags in accordance with the requirements of Article 4 of the Commission’s regulatory
technical standard and
• whether the notes and company’s identification data in the consolidated financial
statements that are included in the ESEF financial statements have been tagged, in all
material respects, with iXBRL tags in accordance with the requirements of Article 4 of the
Commission’s regulatory technical standard and
• whether there is consistency between the ESEF financial statements and the audited
financial statements.
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The nature, timing and extent of the selected procedures depend on the auditor’s judgment.
This includes an assessment of the risk of a material deviation due to fraud or error from the
requirements of the Commission’s regulatory technical standard.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Opinion
Our opinion pursuant to Chapter 7, Section 8 of the Securities Markets Act is that the
primary financial statements, notes and company’s identification data in the consolidated
financial statements that are included in the ESEF financial statements of Alisa Bank Plc
743700VK1NB8HRGTQH74-2025-12-31-1-fi.zip for the financial year ended 31.12.2025
have been tagged, in all material respects, in accordance with the requirements of the
Commission’s regulatory technical standard.
Our opinion on the audit of the consolidated financial statements of Alisa Bank Plc for the
financial year ended 31.12.2025 has been expressed in our auditor’s report dated 12.2.2026.
With this report we do not express an opinion on the audit of the consolidated financial
statements nor express another assurance conclusion.
Helsinki 25 February 2026
KPMG OY AB
Tiia Kataja
Authorised Public Accountant, KHT
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Alisa Bank’s operations and governance are guided not only
by legislation and other regulations, but also by the Articles
of Association, as well as the company’s values and internal
policies. In addition, Alisa Bank complies with the Corporate
Governance Code 2025. The Code is available online at www.
cgfinland.fi.
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Governance
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General Meeting
Alisa Bank’s highest decision-making power is exercised by the shareholders at the General
Meeting. General Meetings are held at least once a year. In addition to the General Meeting,
Alisa Bank’s corporate governance model consists of the Board of Directors and the CEO. The
Group’s Management Team assists the CEO in the operative management of the company.
Board of Directors
The Board of Directors is responsible for Alisa Bank’s administration and appropriate
organisation of operations. The Board of Directors has overall authority to decide on all
matters related to the company’s administration and other matters which, under the law or
the Articles of Association, do not belong to the General Meeting or the CEO.
The Board of Directors meets regularly at least six times per year. If necessary, the Board of
Directors can meet more often. The Board of Directors is quorate when more than half of the
members are present. The Board of Directors is elected by the General Meeting.
In accordance with the Articles of Association, the company’s Board of Directors shall consist
of at least four (4) and at most eight (8) regular members whose term shall expire at the close
of the Annual General Meeting that follows their election.
Alisa Bank Plc’s Corporate Governance Statement can be found on the company’s website,
www.alisabank.com
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Olli-Petteri Lehtinen
Chairman of the Board
b. 1960
M.Sc. (Econ.)
Tero Weckroth
b. 1971
Licensed pharmacist and MBA
Sami Honkonen
b. 1983
B.Sc.
Johanna Lamminen
Vice Chairman of the Board
b. 1966
D.Sc. (Tech.) and MBA
Karri Haaparinne
b. 1967
Graduate in business and
marketing, eMBA
Changes in the composition of the Board of Directors during the 2025 financial year are described in the Board of Directors’ Report.
The company’s Board of Directors includes the following persons at the end of 2025:
Peter Ramsay
s. 1967
M.Sc. (Econ.)
Marjo Tomminen
s. 1962
MBA, Graduate in business and
marketing MTT, eMBA
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The Board’s committees
Audit Committee
The Audit Committee is responsible for assisting the Board of Directors in ensuring that
the company has an adequate internal control system covering all operations and that the
company’s risk management has been arranged appropriately, and it also monitors the
financial statements reporting process.
The Audit Committee comprises at the end of the financial year 2025: chairman Johanna
Lamminen, members Sami Honkonen and Marjo Tomminen.
Personnel Committee
The Personnel Committee, which also acts as the Compensation Committee, is responsible
for assisting the company’s Board in the preparation of matters related to the terms of
employment and remuneration of management and employees. The Personnel Committee
monitors and assesses the company’s wellbeing at work, personnel satisfaction and
development.
The Personnel Committee at the end of the financial year 2025: chairman Karri Haaparinne
and members Tero Weckroth and Peter Ramsay.
Shareholders’ Nomination Board
Alisa Bank Plc’s Shareholders’ Nomination Board prepares proposals regarding the election
and remuneration of the members of the Board for the Annual General Meeting. In
accordance with the charter of the Shareholders’ Nomination Board, each of the four largest
shareholders of the company shall appoint a member to the Shareholders’ Nomination
Board. The shareholders who are entitled to appoint a member are determined annually on
the basis of the company’s shareholder register maintained by Euroclear Finland Oy on the
last working day of August each year.
Composition of the Nomination Committee a the end of year 2025:
• Maunu Lehtimäki (Chairman)
• Juhani Elomaa
• Mika Laine
• Antti Kemppi
• In addition, Olli-Petteri Lehtinen, the Chairman of the Board of Alisa Bank, serves as an
expert in the Nomination Committee without being a member.
CEO and Management Team
The CEO is responsible for the day-to-day management of the company in accordance
with the Limited Liability Companies Act and the instructions, orders and authorisations
issued by the Board. The CEO also ensures that the company’s accounting practices are in
compliance with the law and that the company’s financial management has been arranged
in a reliable manner.
The Board of Directors shall appoint the CEO and shall decide on the remuneration of the
CEO and the other terms and conditions of the CEO’s service contract.
The Management Team assists the CEO in the operational management. Sampsa Laine
served as CEO at the end of 2025.
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The members of the Management Team at the end of 2025:
Joonas Heinonen
b. 1984
Director, Funding and Operations
M.Sc. (Econ.)
Essi Salmela
b. 1989
Chief Risk Officer
M.Sc. (Econ.)
Kukka Lehtimäki
b. 1988
CFO
M.Sc. (Econ.)
Tomi Pulkkinen
b. 1982
CIO
Engineer
Sampsa Laine
b. 1969
CEO
M.Sc. (Econ.)
Junno Roine
b. 1976
Director, Business Customers
Bachelor of Business Administration, MBA
Christina Wallenius
b. 1978
Director, HR & Communications
Bachelor of Business Administration
Katja Vähäsilta
b. 1969
General Counsel
LL.M, Trained on the Bench
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Alisa Bank Plc
Bulevardi 21 A
00180 Helsinki
Tel. +358 20 380 101
www.alisabank.com
www.linkedin.com/company/alisa-pankki/
https://x.com/AlisaPankkiFi