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TF Bank Annual Report 2020

Mar 19, 2021

3118_10-k_2021-03-19_a3cd1c1c-efb5-4548-949f-56ef46607da8.pdf

Annual Report

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TF BANK IN BRIEF

TF Bank is an internet-based niche bank offering consumer banking services and e-commerce solutions through a proprietary IT platform with a high degree of automation. The platform is designed for scalability and adaptability to different products, countries, currencies and digital banking solutions. TF Bank prioritises organic growth under controlled conditions and expansion is taking place in carefully selected segments and markets. The business is conducted in Sweden, Finland, Norway, Denmark, Estonia, Latvia, Lithuania, Poland, Germany and Austria through branch or cross-border banking.

The business is divided into three segments: Consumer Lending with focus on unsecured consumer loans, Ecommerce Solutions with digital payment solutions primarily to online retailers and Credit Cards with focus on offering credit cards. The target group for all services is creditworthy individuals and the loan amounts are relatively small with short repayment terms. TF Bank also offers deposit products in several markets.

LOANS TO THE PUBLIC (SEK million)

ADJUSTED OPERATING PROFIT (SEK million) 1

ADJUSTED RETURN ON EQUITY (%) 1

1 Items affecting comparability in 2016 comprised costs related to the IPO. Items affecting comparability in 2018 comprised reclassification of customer balances with inactive status that arose before 2018.

YEAR IN BRIEF

FINANCIAL PERFORMANCE 2020

  • The loan portfolio amounted to SEK 7,922 million, the increase in local currencies was 30 % during the year
  • Operating profit decreased by 9 % to SEK 263.1 million, which should be seen in the light of an extra loan loss provision of SEK 30 million and the strong expansion in Credit Cards and Ecommerce Solutions
  • Earnings per share decreased by 9 % to SEK 9.13
  • Cost/income ratio increased to 38.8 % (37.8)
  • Total capital ratio has decreased to 17.3 % (17.4) during the year
  • Return on equity amounted to 22.3 % (30.6)
  • The Board proposes to the Annual General Meeting a dividend of SEK 1.00 per share for 2020

SIGNIFICANT EVENTS 2020

  • The strong growth for German credit cards amounted to 358 % 1 and at the end of the year approximately 53,000 German credit cards have been issued.
  • Within the Ecommerce Solutions segment 28 new agreements with Nordic merchants have been signed during the year.
  • As a result of the uncertain macroeconomic situation an additional loan loss provision of SEK 30 million was made at the end of the first quarter of 2020.

" TF Bank has more than 30 years of history and has exhibited profitability even during the largest crises of recent decades. The pandemic is a new sort of crisis, but the bank's adaptable business model has so far proven its resilience and growth capability.

FINANCIAL CALENDAR

Interim report January-March 2021 19 April 2021
Annual General Meeting 2021 4 May 2021
Interim report January-June 2021 13 July 2021

For further information, see www.tfbankgroup.com or Investor Relations at [email protected].

The Annual General Meeting in 2021 will be held on Tuesday 4 May 2021. Notice of the Annual General Meeting will be published no later than Tuesday 6 April 2021. Due to the coronavirus and in order to reduce the risk of spreading the virus, the Board of Directors intends to resolve that the Annual General Meeting shall be conducted without the physical presence of shareholders, proxies and outsiders and that shareholders shall have the opportunity to exercise their voting rights only by mail before the meeting.

KEY FIGURES, CONSOLIDATED

SEK million 2020 2019
Operating income 876 769
Operating profit 263 289
Earnings per share, SEK 9.13 10.01
Loans to the public 7,922 6,496
New lending 7,305 6,037
Cost/Income ratio, % 38.8 37.8
Return on equity, % 22.3 30.6
Total capital ratio, % 17.3 17.4
Employees (FTE) 212 174

1 Development of the loan portfolio in local currencies.

CEO'S COMMENTS

The pandemic changed the conditions for 2020

When we published the annual report for 2019 in March 2020, Covid-19 spread at a furious pace in Europe and it was difficult to obtain an overview of both the short- and long-term consequences. However, it was perfectly clear that the year would not turn out as we first had planned – but that we would also have an opportunity to demonstrate TF Bank's stable and adaptable business model in a new reality. In accordance with IFRS 9 and the uncertain macroeconomic situation, we made an extra loan loss provision of SEK 30 million in the end of the first quarter while also abandoning our financial target of an EPS of at least SEK 14.50 in 2020. In our operations during the year, we have increased our focus on Nordic risk and in the Consumer Lending segment, growth has primarily been generated in Norway and Finland. At the same time, the bank has increased its investment pace in Ecommerce Solutions and Credit Cards to create conditions for high organic growth going forward. All in all, and with TF Bank's strong progress during the second half of the year in mind, I am very pleased with how we have handled the effects of the pandemic so far.

High growth in Credit Cards and Ecommerce Solutions

As of 2020, TF Bank has reported a new third segment: Credit Cards. We made a small-scale launch of credit cards in Germany in 2019, and during 2020 we have seen an accelerating growth for the German credit cards; by the end of the year there were 53,000 cards issued with an exposure per card of approximately EUR 950. The individual credit limits are based on the customer's creditworthiness and we continuously develop the credit scoring model to optimise the future realised loan loss levels. The utilisation of the cards has gradually increased which provides the foundation for the future profitability of the segment. We will continue to deliver on our ambitious plan during 2021.

During the year, TF Bank's products in the Ecommerce Solutions segment have experienced a commercial breakthrough in the Nordic markets. The product Avarda Checkout+ has been implemented by several larger retailers, and as a result the transaction volumes through Checkout+ have increased by 207 % compared to 2019. We continue to work with developing the offering and have among other activities in 2020 launched an AI based tool to minimise the number of returns among our partners. In the longer run, this will also be a tool that will contribute to decreasing transports.

Sustainability efforts with four focus areas

During 2020, the Board and management team of TF Bank have worked to develop the bank's sustainability program. Previously we have mostly focused on risk minimising activities, but our assessment is that TF Bank also has clear opportunities related to sustainability. Based on a materiality analysis, we have identified four focus areas where we believe that TF Bank can contribute: Responsible lending, Business ethics and governance, Attractive employer and Climate change. Given the nature of our business, responsible lending is particularly important to me, and we make every effort to ensure growth without exposing borrowers to unnecessary risks. I also believe it is important that TF Bank can contribute to energy transition by sales financing of green technology such as solar cells.

Within the framework of our efforts to be an attractive employer, we focus on competence. We often receive questions on the fact that TF Bank's management team is comprised of four men. It should be pointed out the number of people on the management team is small compared to our competitors, and that we will keep the group small to ensure efficiency. The Board is comprised of four women and two men.

TF Bank to strengthen its brand with a new profile

During spring 2021, TF Bank will launch a new graphic profile which has been developed to better reflect our brand with focus on responsible lending. The profile will gradually be rolled out in our different markets, starting in Sweden. An important aspect of the profile is that it has been adapted to work in all sorts of channels – from our digital solutions to the physical cards. It will also provide a more attractive impression which we hope will appeal to TF Bank's target groups when they evaluate our services. As a shareholder and reader of this annual report, we give you a sneak peak of the new profile on page 104.

The Board's dividend proposal

TF Bank's Board of Directors proposes that the 2021 Annual General Meeting resolves on a share dividend of SEK 1.00 per share. The proposal has been put forward following a careful assessment of the bank's future growth prospects in relation to existing and expected future capital requirements. The Board makes the assessment that the bank has good possibilities to grow with high profitability going forward, which is expected to create shareholder value over time. The margins to the requirements continue to be high following the proposed dividend and reflect the Board's wish to maintain a slightly increased capital buffer as of today. The dividend proposal meets by a good margin the recommendation on restrained share dividends that the Swedish Financial Supervisory Authority communicated on 18 December 2020.

The economic downturn that has been created by the pandemic has once again put the focus on the relation between the state and the banks. Through clear requests that banks shall limit the dividends to their shareholders and instead use the earnings to maintain the lending to households and companies, the state overtakes the banks' decision on allocation of capital. Within the banking sector, the conditions to identify profitable business opportunities may look completely different. It should therefore be the banks themselves that own the right to make business-related decisions, while the existing capital requirement regulation provides the state with the right to regulate the banks' capital levels.

TF Bank's expansion continues in 2021

TF Bank has more than 30 years of history and has exhibited profitability even during the largest crises of recent decades. The pandemic is a new sort of crisis, but the bank's adaptable business model has so far proven its resilience and growth capability. A key component is that the loan portfolio consists of relatively small consumer credits with short repayment terms, but also that we have an organisation that is always on its toes and quickly can adapt to the current conditions. I would like to take the opportunity to thank all our employees for their extraordinary efforts during the past year.

If the macroeconomic situation continues to stabilise, our assessment is that we will be able to resolve on new financial targets during the second half of 2021. Explicit growth targets have always been important for TF Bank as it sets a clear objective for the management team to continue delivering attractive risk-adjusted returns for our shareholders.

Looking ahead, we believe we have good conditions in place to continue our work towards the vision to build a consumer bank based in the Nordics with expanding operations in the rest of Europe.

Mattias Carlsson President and CEO

ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR 2020

The Board of Directors and the CEO hereby submit the Annual report and consolidated financial statements for TF Bank AB, corporate identity number 556158-1041.

TABLE OF CONTENTS

TF Bank as an investment 7
Geographical presence 8
The share 9
Loan portfolio performance 10
Directors' Report 11
Key figures, consolidated 12
Results and financial position - consolidated 13
Consumer Lending 15
Ecommerce Solutions 16
Credit Cards 17
Other financial information 18
Income statement, consolidated 20
Statement of comprehensive income, consolidated 21
Statement of financial position, consolidated 22
Statement of changes in equity, consolidated 23
Cash flow statement, consolidated 24
Income statement, Parent Company 25
Statement of comprehensive income, Parent 26
Company
Statement of financial position, Parent Company 27
Statement of changes in equity, Parent Company 28
Cash flow statement, Parent Company 29
Notes to the financial statements of the Parent 30
Company and the consolidated financial statements
Assurance by the Board of Directors and the CEO 76
Auditor's Report 77
Corporate Governance Report 81
Sustainability Report 91
Board of Directors 101
Executive Management 102
Auditor 102
Definitions 103

Unless otherwise stated, all amounts are shown in thousands of Swedish kronor. The figures in brackets are for the previous year.

TF BANK AS AN INVESTMENT

Stable business model with over 30 years of high yields

TF Bank started offering consumer loans and retail finance already in 1987 and during its 30 years of operations in the consumer credit sector it has always been profitable – even during the major crises.

TF Bank operates in three complementary segments: Consumer Lending, Ecommerce Solutions and Credit Cards, all of which benefits from the Groups IT platform and models for credit scoring, as well as the strong opportunities for cross-selling.

Yields are driven by high growth and cost efficiency. High yields facilitate significant reinvestment in the business and attractive risk-adjusted returns for shareholders.

Responsible organic growth with a diversified portfolio

TF Bank prioritises organic growth under controlled conditions. A combination of well-developed lending processes and relatively small loan amounts enable us to take calculated risks that can quickly be adjusted to changing conditions at macro level. TF Bank's expansion is taking place within carefully selected segments and markets. Our lending activities have successfully expanded from the operations in Sweden to the other Nordic countries and new markets around the Baltic sea. 68 % of the loan portfolio is attributable to Sweden, Finland, Norway and Denmark, with the remaining 32 % attributable to the Baltic States, Poland, Germany and Austria.

Diversification also characterises TF Bank's deposit products. Deposit-taking in multiple markets offers alternative ways of financing growth in lending, facilitates geographic diversification to reduce risks and reduces financing costs.

Controlled cost basis results in industry-leading efficiency

Efficiency and cost control have been TF Bank's mantra from the beginning. To be able to take the step from decision to action without high costs and long lead times is one the business's biggest strengths. The high degree of automation in the company's IT platform is designed for scalability and adaptability to different products, countries, currencies and digital banking solutions. Thanks to our flat organisational structure, the scalable platform and cost control throughout the business, we are able to achieve a high level of efficiency. TF Bank's C/I ratio has for a long time been one of the lowest in the industry.

Ecommerce and credit cards offers new opportunities for growth

In the Ecommerce Solutions segment, TF Bank offers digital payment solutions primarily within e-commerce to creditworthy individuals in the Nordic states, Baltic states and Poland. The customers are mainly end-consumers who use the bank's payment solutions when they make online purchases. The products have over the past year experienced a commercial breakthrough with many new retailers and increased transaction volumes.

In the Credit Cards segment, TF Bank offers credit cards to creditworthy individuals in Germany and Norway. The number of issued cards has increased significantly over the past years and the utilisation rate has improved which is essential for the profitability going forward.

Together, the products in e-commerce and credit cards constitute new growth opportunities in line with TF Bank's focus on organic growth. The bank will continue to invest in the segments in the coming year.

GEOGRAPHICAL PRESENCE

Norway

Loan portfolio SEK 2,567 million (33 %) 1

Change 2020: +20 %

Continued positive long term outlook on the Norwegian economy. Focus on growth and margins.

Finland

Loan portfolio SEK 2,014 million (26 %) 1

Change 2020: +21 %

Improved credit quality for consumer loans. Focus on growth and margins.

Sweden

Loan portfolio SEK 735 million (9 %) 1

Change 2020: +4 %

Highly competitive market. Focus on profitability and ecommerce.

Germany

Loan portfolio SEK 569 million (7 %) 1

Change 2020: +355 %

Credit card product in high demand. Focus on high growth.

Baltic states

Loan portfolio SEK 1,526 million (19 %) 1

Change 2020: +12 %

Portfolio management and profitability focus in consumer lending. E-commerce considered a better risk.

Poland

Loan portfolio SEK 464 million (6 %) 1

Change 2020: +7 %

Reduced new lending volume within Consumer Lending. Focus on ecommerce and profitability.

1 Share of the Group's loans to the public.

THE SHARE

The share

TF Bank was listed at Nasdaq Stockholm in the Mid Cap segment on 14 June 2016. The opening price was SEK 77.00. On the last trading day of 2020, the closing price of the share was SEK 86.80. Since the listing TF Bank has paid out a total of SEK 6.75 per share in dividend to shareholders. The market capitalisation at the end of the year was SEK 1,866 million.

Turnover and volume

The share trades under the ticker name TFBANK and the ISIN code is SE0007331608. At the end of December 2020, the share closed at SEK 86.80, a decrease of 25 % during the year. In total, 5.1 million shares worth approximately SEK 451 million were traded on Nasdaq Stockholm during 2020.

Share capital and number of shares

TF Bank's share capital was SEK 107,500,000. The company had 21,500,000 ordinary shares. According to the Articles of Association, the share capital must not be less than SEK 107,500,000 and must not exceed SEK 430,000,000. TF Bank has one class of share and each share carries one vote at the Annual General Meeting.

Dividend policy

TF Bank's dividend policy is to distribute surplus capital in relation to capital targets and the bank's capital planning.

Institutions following TF Bank

ABG Sundal Collier, Carnegie and Pareto Securities are following the company. At the end of the year all institutions had issued a buy recommendation for the TF Bank share.

Ownership of TF Bank AB as at 31 December 2020

%
33,63
14,79
12,51
5,16
4,65
4,25
2,36
1,58
1,34
1,20
18,53
100.00

Source: Euroclear

Number of shares

1,989

Number of shareholders 31 December 2020

SEK 64.80 Lowest closing price during 2020

SEK 128.00

Highest closing price during 2020

LOAN PORTFOLIO PERFORMANCE IN 2018-2020 (SEK MILLION)

DIRECTORS' REPORT

About the business

TF Bank was founded 1987 and is an internet-based niche bank offering consumer banking services and e-commerce solutions through a proprietary IT platform with a high degree of automation. Deposit and lending activities are conducted in Sweden, Finland, Norway, Denmark, Estonia, Latvia, Lithuania, Poland, Germany and Austria through branch or cross-border banking. TF Bank is listed at Nasdaq Stockholm. From 2020 the operations are divided into three segments: Consumer Lending, Ecommerce Solutions and Credit Cards.

In the Consumer Lending segment, TF Bank offers unsecured consumer loans to creditworthy individuals, the product offering can differ between the various markets and is adjusted according to the specific conditions in each country. In the Ecommerce Solutions segment, TF Bank offers digital payment solutions, primarily to online retailers. Customers are mainly the end-consumers who use the bank's payment solutions. In the Credit Cards segment TF Bank offers credit cards to creditworthy individuals in Germany and Norway.

Significant events during the year

During January TF Bank has simplified the legal structure of the Group by completion of the mergers of the three wholly owned subsidiaries BB Bank ASA, Avarda AB and Avarda Oy.

TF Bank has expanded the segment reporting to three segments as from the first quarter 2020. Ecommerce Solutions is split into two business segments, Ecommerce Solutions and Credit Cards.

The countercyclical buffer requirements in Sweden and Norway have been decreased. Following the changes, TF Bank's total legal capital requirement amounts to 11.8 %.

As a result of the uncertain macroeconomic situation an additional loan loss provision of SEK 30 million was made at the end of the first quarter of 2020. The financial target of an EPS of at least SEK 14.50 in 2020 was also abandoned in connection with this.

At the Annual General Meeting 7 May, it was resolved that earnings available for distribution was carried forward due to the communicated urge from Swedish FSA regarding dividends. John Brehmer was elected as Chairman of the Board and Sara Mindus was new elected as member of the Board. CEO Mattias Carlsson was dismissed from the board of directors and the other members of the Board were re-elected at the Meeting.

The Board of Directors of TF Bank submitted an offer to the holders of warrants to repurchase their warrants. The offer included all outstanding warrants and meant that the holders were offered to sell their warrants to TF Bank at a price corresponding to the market value. The offer was utilised for all warrants.

TF Bank's ecommerce initiative Avarda, which is part of the Ecommerce Solutions segment, have initiated a test period with Boozt regarding a payment solution for Booztlet during the third quarter.

TF Bank has successfully issued subordinated Tier 2 bonds in the amount of SEK 100 million with final maturity in December 2030 and first call date in December 2025.

Within the Ecommerce Solutions segment 28 new agreements with Nordic merchants have been signed during the year.

The strong growth for German credit cards amounted to 358 % and at the end of the year approximately 53,000 German credit cards have been issued.

Significant events after the end of the financial year

No significant events have occurred after the end of the reporting period.

KEY FIGURES, CONSOLIDATED

KEY FIGURES, CONSOLIDATED

SEK thousand 2020 2019 2018 2017 2016
Income statement
Operating income 875,523 768,864 627,641 511,570 440,799
Operating expenses -339,731 -290,875 -247,536 -189,289 -170,131
Net loan losses -272,676 -188,634 -150,272 -129,343 -111,569
Operating profit 263,116 289,355 250,128 192,938 139,824
Profit for the year 203,145 221,926 191,826 147,836 109,268
Earnings per share, SEK 9.13 10.01 8.75 7.04 5.47
Balance sheet
Loans to the public 7,922,448 6,495,780 4,449,225 3,156,289 2,489,283
Deposits from the public 8,714,032 7,197,075 5,096,463 3,754,030 2,284,645
New lending 7,304,603 6,037,302 4,518,697 2,968,611 2,391,729
Key figures
Operating income margin, % 12.2 13.7 16.3 17.9 20.2
Net loan loss ratio, % 3.8 3.4 3.9 4.5 5.1
Cost/Income ratio, % 38.8 37.8 39.4 37.0 38.6
Return on equity, % 22.3 30.6 34.5 29.7 29.1
Return on loans to the public, % 2.7 3.8 4.9 5.3 5.4
CET1 capital ratio, % 12.8 12.7 13.0 13.2 14.5
Tier 1 capital ratio, % 14.1 14.3 15.2 13.2 14.5
Total capital ratio, % 17.3 17.4 17.4 16.2 18.2
Employees (FTE) 212 174 140 110 98

ADJUSTED KEY FIGURES, CONSOLIDATED

SEK thousand 2020 2019 2018 2017 2016
Income statement
Operating profit 263,116 289,355 250,128 192,938 139,824
Items affecting comparability 1 - - -20,295 - 19,275
Adjusted operating profit 263,116 289,355 229,833 192,938 159,099
Adjusted tax on profit for the year -59,971 -67,429 -53,837 -45,102 -34,797
Adjusted profit for the year 203,145 221,926 175,996 147,836 124,302
Adjusted earnings per share, SEK 9.13 10.01 8.01 7.04 6.16
Key figures
Adjusted return on equity, % 22.3 30.6 31.6 29.7 32.8
Adjusted return on loans to the public, % 2.7 3.8 4.5 5.3 6.1

CURRENCY RATES

SEK 2020 2019 2018 2017 2016
EUR Income statement (average) 10.49 10.59 10.25 9.63 9.47
EUR Balance sheet (end of reporting period) 10.04 10.43 10.28 9.85 9.57
NOK Income statement (average) 0.98 1.07 1.07 1.03 1.02
NOK Balance sheet (end of reporting period) 0.95 1.06 1.02 1.00 1.05
PLN Income statement (average) 2.36 2.46 2.41 2.26 2.17
PLN Balance sheet (end of reporting period) 2.22 2.44 2.39 2.36 2.17

1 Items affecting comparability in 2016 comprised costs related to the IPO. Items affecting comparability in 2018 comprised reclassification of customer balances with inactive status that arose before 2018.

RESULTS AND FINANCIAL POSITION – CONSOLIDATED

Operating profit

Operating profit decreased by 9 % to SEK 263.1 million (289.4). The result is lowered by increased provisions for expected credit losses according to IFRS 9, as well as the credit card initiative in Germany and the expansion for Ecommerce Solutions. Earnings per share decreased by 9 % to SEK 9.13 (10.01). Return on equity amounted to 22.3 % (30.6).

Operating income

TF Bank's operating income has increased by 14 % to SEK 875.5 million (768.9). The growth in the loan portfolio had a positive impact on net interest income in all segments. However, the operating income margin has decreased to 12.2 % (13.7), mainly because new lending within the Consumer Lending segment partly has been directed towards customers with slightly better credit quality.

Interest income

Interest income increased by 12 % to SEK 911.9 million (813.1). The growth in consumer loans in Norway as well as an increasing credit card balance in Germany have been the main drivers for the increase in interest income. Currency effects related to the weakened NOK however affect the income negatively compared to 2019.

Interest expense

TF Bank's interest expenses increased by 16 % to SEK 123.2 million (106.1). Higher deposit volumes in Germany and Norway as well as an increasing share of fixed-rate accounts are the primary drivers of the increase. However, decreased interest rates by the central banks in Norway and Poland during the first half of 2020 have had a gradually increasing positive effect on the funding cost during 2020.

0 200 400 600 800 1,000

2019 2020

Net fee and commission income

Net fee and commission income increased by 36 % to SEK 84.6 million (62.1). The increase is driven by increasing commission income within the Ecommerce Solutions segment as well as the Group's lending growth over the past years. During 2020, 52 % of TF Bank's net fee and commission income derives from charges and 48 % from insurance premiums and other income.

Operating expenses

TF Bank's operating expenses have increased by 17 % to SEK 339.7 million (290.9). The increase is primarily related to the credit cards initiative in Germany and the expansion within Ecommerce Solutions, which generates higher sales-related expenses and more employees. The average number of Group full-time employees during 2020 amounted to 212 (174). The C/I ratio has increased to 38.8 % (37.8).

Net loan losses

Net loan losses increased by 45 % to SEK 272.7 million (188.6). The 2020 outcome is affected by an additional provision of SEK 30 million related to expected credit losses in accordance with IFRS 9. In addition, loan loss provisions in the Credit Cards segment have increased as a result of the growing volumes in Germany. The loan loss ratio amounted to 3.8 % (3.4).

Tax expense

TF Bank's tax expense amounted to SEK 60.0 million (67.4). The average tax rate decreased to 22.8 % (23.3) compared to 2019. The tax rate was positively affected by the merger of the Norwegian subsidiary BB Bank ASA with TF Bank AB in the beginning of 2020.

0 100 200 300 400 2019 2020

OPERATING INCOME (SEK million) OPERATING PROFIT (SEK million)

RESULTS AND FINANCIAL POSITION – CONSOLIDATED

Loans to the public

Loans to the public amounted to SEK 7,922 million, the increase in local currencies was 30 % during the year. TF Bank's new lending increased to SEK 7,305 million (6,037) compared with 2019.

During 2020, roughly a third of the growth of the loan portfolio was generated by consumer loans in Norway. Towards the end of the year, German credit cards and the Ecommerce Solutions segment have contributed with an increasingly significant share of the Group's growth.

Deposits from the public

Deposits from the public amounted to SEK 8,714 million, the increase in local currencies was 28 % during the year.

Deposit balances in local currencies have increased in Germany and Norway during the year. In Germany, the net inflow has mostly been related to accounts with a fixed term of two years. In Norway, a fixed rate account with a term of one year was launched during the fourth quarter of 2019, which generated significant deposits during the first half of 2020. At the end of the year, accounts with a fixed term comprise 32 % (23) of the Group's total deposits.

Investments

TF Bank's investments amounted to SEK 25.6 million compared to SEK 31.4 million during 2019. The investments relate to product development within all segments. Depreciation and amortisation on fixed assets and operating leases amounted to SEK 26.1 million (18.1).

Cash and cash equivalents

Cash and cash equivalents increased by SEK 306 million to SEK 2,119 million (1,813) during 2020. Hence, TF Bank's liquidity reserve amounts to 24 % (26) of deposits from the public. 55 % of the liquidity reserve is placed at central banks and in Swedish treasury bills, while the remaining part is placed in overnight accounts in various Nordic banks.

Capital adequacy

At the end of 2020, TF Bank's total capital ratio was 17.3 % (17.4), the tier 1 capital ratio was 14.1 % (14,3) and the CET1 capital ratio was 12.8 % (12.7). The total capital ratio is positively affected by 0.6 basis points of subordinated tier 2 capital intended to be repurchased during the first quarter of 2021. All capital ratios have also been affected by an increased phase-in of loan loss provisions according to the transitional rules, as well as the Board's dividend proposal of SEK 1.00 (0.00) per share.

In March, the regulatory authorities in Sweden and Norway announced that the countercyclical buffer requirement was decreased with immediate effect. In Sweden, the requirement was decreased from 2.5 % to 0 %, while the Norwegian requirement was decreased from 2.5 % to 1.0 %. At the end of the year, TF Bank's total legal capital requirement amounted to 11.8 %, the tier 1 capital requirement to 9.6 % and the CET1 capital requirement to 8.0 %.

LOANS TO THE PUBLIC (SEK million) TOTAL CAPITAL RATIO (%)

CONSUMER LENDING

Overview

In the Consumer Lending segment, TF Bank offers unsecured consumer loans to creditworthy individuals. The product offering can differ between the various markets and is adjusted according to the specific conditions in each country. As of 31 December 2020, the average loan amount per customer was approximately SEK 55 thousand.

The Nordic consumer loan portfolio comprises 74 % of the segment. The Nordic markets for consumer loans are characterised by credit information that is easy to access, a high share of credit intermediators, and a well-functioning system for collection of unpaid debts. The average loan amount is slightly higher in Norway and Finland.

The Baltic and Polish consumer loan portfolio comprises 26 % of the segment. Estonia is the country in the Baltics most similar to the Nordic markets, with high internet usage and easy access to public data. Latvia and Lithuania are fast-growing credit markets with several established Nordic players operating locally. In the Polish market, new lending has been significantly reduced from the third quarter of 2020 and has been almost fully discontinued during the fourth quarter.

The loan portfolio

Loans to the public amounted to SEK 5,807 million, the increase in local currencies was 20 % during the year. The segment's new lending amounted to SEK 3,902 million (3,941). The share of loans that are more than 90 days past due increased during the year, mostly due to the expiration of some agreements for continuing sales of past due loans.

The underlying loan portfolio 1 in Norway has increased by 31 % to NOK 2,287 million (1,751) during 2020. The growth in Norway is characterised by continued stable margins and favourable credit quality. The loan portfolio in Finland increased by 16 % to EUR 134 million (116). The regulatory interest rate cap that was implemented in Finland on 1 July has had a slightly negative impact on the volumes during the second half of 2020. The Swedish loan portfolio amounted to SEK 457 million (456).

The underlying loan portfolio 1 in the Baltics has increased by 13 % to EUR 134 million (119) during 2020. The growth has been driven by the loan portfolios in Latvia and Lithuania, while the portfolio in Estonia has decreased slightly. The new lending in the Baltics has been affected by a decided more restrictive approach since the second quarter of 2020. The Polish loan portfolio decreased to PLN 81.1 million (96.1).

Results

The operating profit for the segment decreased by 3 % to SEK 254.1 million (263.0). The result for the year is affected by increased provisions for expected credit losses due to the provisioning requirements in IFRS 9.

The operating income increased by 6 % to SEK 628.3 million (592.1). The increase is primarily related to the Norwegian loan portfolio. The operating income margin has decreased to 11.4 % (13.4) as the new lending has been directed towards customers with slightly stronger credit quality.

The operating expenses for the segment have increased by 1 % to SEK 178.1 million (176.7). The growth in Norway means that the segment's expenses have increased slightly compared to the previous year. The increase is however mitigated by lower marketing expenses in the Baltics, especially during the second quarter. The segment's C/I ratio has decreased to 28.3 % (29.8).

Net loan losses increased by 29 % to SEK 196.1 million (152.4). The increase is mainly related to an additional provision of SEK 30 million for expected credit losses due to the provisioning requirements in IFRS 9. The underlying credit quality has though been gradually improved over the year as the new lending partly has been directed towards customers with slightly stronger credit quality.

For further information about the loan portfolio and results of this segment, see Note 4 Segment reporting.

SHARE OF THE GROUP'S LOANS TO THE PUBLIC SHARE OF THE GROUP'S OPERATING INCOME

1 Loans to the household sector, stage 1 and 2, gross (see Note 4 and 23).

ECOMMERCE SOLUTIONS

Overview

In the Ecommerce Solutions segment, TF Bank offers digital payment solutions primarily within e-commerce to creditworthy individuals. The customers are mainly end-consumers who use the bank's payment solutions when they make online purchases. The digital payment solutions are available in the Nordic region under the brand Avarda, and also in the Baltics and in Poland under the TF Bank brand. In total, the bank has had 196 active commercial partners during the fourth quarter.

Through the product Checkout+, the brand Avarda has over the past year experienced a commercial breakthrough in the Nordic markets. The market position has been strengthened with implementations of retailers such as Bubbleroom, Däck365 and Beijer Bygg during the last 12 months. In total, the transaction volumes through Checkout+ have increased by 207 % compared to last year. We optimise the offering to achieve our aim to be the retailers' best friend through initiatives such as Avarda Return Optimizer (ARO), which is an AI based tool to minimise the number of returns among our partners.

Loan portfolio

Loans to the public amounted to SEK 1,349 million, the increase in local currencies was 34 % during the year. The segment's new lending has increased to SEK 2,335 million (1,710). So far, the impact from the pandemic has been limited and there are indications that the spread of the coronavirus is accelerating the consumer shift from brick and mortar retailers to e-commerce.

The underlying Nordic loan portfolio 1 amounts to SEK 849 million (685) and comprises 64 % of the segment. In Finland, the portfolio has increased by 44 % to EUR 52.9 million (36.8) during 2020. The increase is explained by a continued general growth of e-commerce while several new partners have been implemented during the year.

The Swedish portfolio has increased by 10 % to SEK 245 million (223) during the year. In Norway and Denmark, the loan balances amounted to NOK 40.4 million (35.8) and DKK 26.4 million (28.8) respectively.

The underlying loan portfolio 1 in Estonia has increased by 63 % to EUR 17.1 million (10.5) during 2020. The increase is related to growth for existing larger retailers, but also a continued strong inflow of new partners. In Poland, the loan portfolio has increased by 34 % to PLN 133 million (99.0). By continuing to be flexible in the product offering, we gain market shares in the Polish market.

Results

The operating profit for the segment increased by 20 % to SEK 39.9 million (33.2). The increase is mainly related to growing net fee and commission income driven by increasing transaction volumes.

The operating income increased by 25 % to SEK 183.6 million (147.4). The increase is mainly attributable to higher volumes in several geographic markets compared to 2019. The operating income margin amounted to 15.3 % (15.2).

The operating expenses for the segment have increased by 16 % to SEK 108.3 million (93.0). The increase is partly explained by higher staff costs due to more employees, and partly by increased sales-related costs following larger volumes within the segment. The C/I ratio has decreased to 59.0 % (63.1).

Net loan losses have increased to SEK 35.4 million (21.2). The main reason for the increase is that the loan losses in the comparison period were positively affected by one-time effects related to new agreements for continuing sales of past due loans. The ongoing pandemic has not affected the loan losses during the year.

For further information about the loan portfolio and results of this segment, see Note 4 Segment reporting.

1 Loans to the household sector, stage 1 and 2, gross (see Note 4 and 23).

CREDIT CARDS

Overview

In the Credit Cards segment, TF Bank offers credit cards to creditworthy individuals in Germany and Norway. The business in Germany was started in the end of 2018, and the operations are conducted in-house. In our Berlin office, the employees are working with marketing and customer service. Also, an office in Szczecin has been established during 2020 to strengthen the administration function. Services like risk analysis, finance and IT are provided by central functions within the bank. In September 2020, a proprietary smartphone app was launched for German credit card customers. The product that is marketed in Germany is a so-called Mastercard Gold, and the individual exposure per card is around EUR 950. At the end of the year, approximately 53,000 German credit cards had been issued.

The offering in Norway has been part of the bank since the acquisition of the subsidiary BB Bank in July 2015. Since the start of 2020, the business is organised under TF Bank's Norwegian branch. Two credit card products are currently offered in the Norwegian market, Visa and Visa Gold. The individual exposure per card is around NOK 9,600. At the end of the year, approximately 19,000 Norwegian credit cards had been issued.

The loan portfolio

Loans to the public amounted to SEK 766 million, the increase in local currencies was 177 % during the year. The segment's new lending increased to SEK 1,068 million (386).

The underlying credit card portfolio 1 in Germany has increased by EUR 39.1 million to EUR 50.0 during the year. The growth is related to an increased number of newly issued credit cards as well as increased utilisation of cards that previously have been issued. The lockdown of the German society due to the pandemic affected the volumes negatively during the vast part of the second quarter. The German credit card portfolio has again exhibited strong growth since the third quarter of 2020.

The credit card portfolio 1 in Norway has increased by 19 % to NOK 183 million (154) during the year. The growth was moderate during the first half of the year due to relatively limited marketing activities in the end of 2019, as well as negative impact from the pandemic. Since the third quarter of 2020, the growth for the Norwegian credit card portfolio has increased.

Results

The operating result for the segment amounted to SEK -30.9 million (-6.8). The result is affected by the German credit card initiative through sales-related costs as well as provisions for expected credit losses according to IFRS 9.

The operating income increased by 117 % to SEK 63.7 million (29.4). The increase is related to the expanding credit card business in Germany. The operating income margin amounted to 13.6 % (14.1) and was affected by the fact that new customers in Germany mainly are generated through loan intermediators.

The operating expenses for the segment amounted to SEK 53.4 million (21.2). Higher volumes as well as the establishment of a local organisation for German credit cards affect the expenses during 2020. The C/I ratio amounted to 83.8 % (72.1). Increasing interest income in Germany is expected to generate a lower C/I ratio over time.

Net loan losses amounted to SEK 41.2 million (15.0). Provisions for expected credit losses in Germany in accordance with the applicable accounting standard IFRS 9 have a significant effect in comparison with 2019. The ongoing pandemic has not affected the net loan losses during the year.

For further information about the loan portfolio and results of this segment, see Note 4 Segment reporting.

10 % 7 %

SHARE OF THE GROUP'S LOANS TO THE PUBLIC SHARE OF THE GROUP'S OPERATING INCOME

OTHER FINANCIAL INFORMATION

Annual General Meeting 2021

The Annual General Meeting 2021 will be held on Tuesday 4 May 2021. Notice of the Annual General Meeting will be published no later than Tuesday 6 April 2021. Due to the coronavirus and in order to reduce the risk of spreading the virus, the Board of Directors intends to resolve that the Annual General Meeting shall be conducted without the physical presence of shareholders, proxies and outsiders and that shareholders shall have the opportunity to exercise their voting rights only by mail before the meeting.

Proposed dividend

The Board of Directors proposes to the Annual General Meeting that a dividend of SEK 1.00 per share to be distributed for 2020. The total dividend payment to shareholders according to the proposal will be SEK 21.5 million. The dividend proposal has been made in consultation with the Swedish FSA.

Financial targets

If the macroeconomic situation continues to stabilise the Board of Directors intends to resolve on new financial targets during the second half of 2021. Currently TF Bank has the following targets:

Efficiency

TF Bank aims to achieve a cost/income ratio of below 35 % in 2020.

Capital structure

TF Bank's aim is that all capital ratios should exceed the regulatory requirement (including pillar 2) by at least 2.5 percentage points.

Remuneration of senior executives

In accordance with the requirements regarding disclosure of information in FFFS 2011:1, information on e.g. remuneration framework is provided on the Group's website www.tfbankgroup.com. Salaries and other remuneration for the CEO and other senior executives comprise fixed salary, variable remuneration, commission-based compensation, other benefits and pension. External Board members receive fees determined by the Annual General Meeting.

Commission-based compensation

Additional commission-based compensation is paid on the basis of individual accomplishment of financial targets established for the year. TF Bank has ensured that all targets related to commission-based compensation for the fiscal year can be measured in a reliable way. None of the commission-based compensation payments are qualifying payments for pension purposes.

Share-based renumeration

At the Annual General Meetings in 2018 a subscription warrant programme was adopted comprising a total of 1,372,338 warrants. The subscription warrants were subscribed for by senior executives. Payment corresponding to the market value has been made and was recognised as other contributed capital under equity. In 2020, the Board of Directors submitted an offer to the holders of the warrants to repurchase their warrants. The offer was utilised for all warrants.

Pensions

The Company's pension obligations are covered through payments to an ITP occupational pension plan. The retirement age for the CEO is 65 and annual supplementary payments are made to a defined contribution plan. The retirement age for other senior executives is between 65 and 67 depending on country of residence and annual supplementary payments are made to a defined contribution plan.

Period of notice and severance pay

According to an agreement between TF Bank AB and the CEO, the period of notice is six months (12 months in the case of termination by the Company). If termination is initiated by the Company, basic salary is payable during the period of notice, however variable remuneration, if agreed before the notice was issued, is not payable. Severance pay is adjusted for salary that the CEO receives from a new employer.

OTHER FINANCIAL INFORMATION

Covid-19

The spread of Covid-19 have affected TF Bank's operations during the year. In accordance with national recommendations, part of the bank's staff works remotely and travelling is severely limited. Since the start of the pandemic, management has had a close dialogue with the respective country managers to be informed of the situation locally in the countries where TF Bank conducts operations. No significant disruptions occurred in the bank's operations during the year. Regarding approved government support measures, TF Bank has obtained support for reduced employer contributions and compensation for sick pay amounting to SEK 0.8 million during 2020, which has reduced the general administrative expenses.

During the second quarter of 2020, management choosed to be more restrictive with new lending within the Consumer Lending segment. When repayment ability is generally deemed to be worse, it is natural to be more selective in new lending. As the credit quality of the loan portfolio has remained stable, new lending within Consumer Lending has gradually increased as from the third quarter.

On April 5, TF Bank announced that as a result of the uncertain macroeconomic situation an additional loan loss provision of SEK 30 million was made at the end of the first quarter of 2020. However, the assessment is that both Probability of Default (PD) and Loss Given Default (LGD) will be adversely affected. During the second half of 2020, incoming data regarding payment patterns among the bank's customers still show no significant changes that can be attributed to macroeconomic developments. However, it cannot be ruled out that some of the bank's customers will have payment difficulties in 2021 related to the macroeconomic development. Due to the development during the second half of 2020, the bank has decided that the extra loan loss provision of SEK 30 million should be moved into the ordinary loan loss provisioning model as of December 31 2020. Within Consumer Lending, several agreements regarding ongoing sales of past due loans expired without being renewed during the year. After the market for selling past due loans recovered during the year, the bank entered into new forward flow agreements in Finland and Norway at the beginning of 2021. The agreements cover almost half of the bank's loan portfolio and provides comfort and predictability for the future.

Uncertainty about the humanitarian and economic consequences of the pandemic remains high. It can therefore not be ruled out that TF Bank's operations, new lending and credit losses may be further negatively affected by Covid-19 in the future.

Risks and uncertainties

TF Bank is exposed to various types of risks, such as credit risk, market risk, liquidity risk and operational risk. In order to limit and control risk-taking in the business, the Board, which is ultimately responsible for internal controls, has established policies and instructions for lending and other activities. For a more detailed description of financial risks and the use of financial instruments, as well as capital adequacy, see Notes 3 and 35.

Parent company

TF Bank AB, corporate identity number 556158-1041, is a bank domiciled in Borås, Sweden. The company has a license to provide banking services. The bank carries out deposit and lending activities in Sweden, Finland, Norway, Denmark, Estonia, Latvia, Lithuania, Poland, Germany and Austria through branch or cross-border banking.

During January 2020, the three wholly owned subsidiaries BB Bank ASA, Avarda AB and Avarda Oy were merged with the Parent company TF Bank AB. Following the mergers, all operations subject to a banking license are conducted in the Parent company. In comparison with 2019, the changes in the legal group structure have a significant impact on the Parent company's income statement, statement of financial position and capital adequacy.

Comments on the Parent company's results and financial position for 2020 can be found on page 13-14. The comments are presented in comparison with the Group's figures for 2019.

Sustainability report

TF Bank´s sustainability report is prepared in accordance with the requirements of the Annual Accounts Act (chapter 6, paragraph 12) on sustainability reporting. The scope is defined on pages 91 to 99.

The results and financial position of the Group and the company are shown in the below income statements and statements of financial position, statements of equity and cash flow statements, as well as accompanying notes.

INCOME STATEMENT, CONSOLIDATED

SEK thousand Note 2020 2019
2,3,4
Operating income
Interest income 7 911,945 813,117
Interest expense 8 -123,195 -106,133
Net interest income 788,750 706,984
Fee and commission income 103,556 72,561
Fee and commission expense -18,968 -10,493
Net fee and commission income 9 84,588 62,068
Net results from financial transactions 10 2,185 -188
Total operating income 875,523 768,864
Operating expenses
General administrative expenses 11,12,13 -296,063 -254,864
Depreciation and amortisation of tangible and intangible assets 14,15 -26,095 -18,128
Other operating expenses 16 -17,573 -17,883
Total operating expenses -339,731 -290,875
Profit before loan losses 535,792 477,989
Net loan losses 17 -272,676 -188,634
Operating profit 263,116 289,355
Tax on profit for the year 18 -59,971 -67,429
Profit for the year 203,145 221,926
Profit for the year attributable to:
Shareholders of the Parent Company 196,195 215,160
Additional tier 1 capital holders 6,950 6,766
Basic earnings per share (SEK) 9.13 10.01
Diluted earnings per share (SEK) 9.13 10.01

STATEMENT OF COMPREHENSIVE INCOME, CONSOLIDATED

SEK thousand 2020 2019
Profit for the year 203,145 221,926
Other comprehensive income
Items that may subsequently be reclassified to the income statement
Gross exchange rate differences -2 1,174
Tax on exchange rate differences during the year - 1,668
Other comprehensive income for the year, net of tax -2 2,842
Total comprehensive income for the year 203,143 224,768
Comprehensive income for the year attributable to:
Shareholders of the Parent Company 196,193 218,002
Additional tier 1 capital holders 6,950 6,766

STATEMENT OF FINANCIAL POSITION, CONSOLIDATED

SEK thousand Note 31 Dec 2020 31 Dec 2019
2,3,5,6,19,20
ASSETS
Cash and balances with central banks 1,097,991 390,332
Treasury bills eligible for refinancing 21 60,022 60,051
Loans to credit institutions 22 961,478 1,362,459
Loans to the public 4,23 7,922,448 6,495,780
Shares 20,135 22,061
Goodwill 24 12,753 12,753
Intangible assets 14 61,762 56,163
Tangible assets 15 14,889 21,022
Other assets 25 36,379 18,998
Current tax assets - 10,528
Deferred tax assets 26 47 2,943
Prepaid expenses and accrued income 29,061 15,158
TOTAL ASSETS 10,216,965 8,468,248
LIABILITIES AND EQUITY
Liabilities
Liabilities to credit institutions 27 - -
Deposits and borrowings from the public 28 8,714,032 7,197,075
Other liabilities 29 65,045 75,440
Current tax liabilities 2,573 25,442
Deferred tax liabilities 26 5,642 143
Accrued expenses and prepaid income 30 101,075 77,497
Subordinated liabilities 31 245,053 197,583
Total liabilities 9,133,420 7,573,180
Equity
Share capital 107,500 107,500
Other contributed capital - 2,786
Net investment hedges -2,161 -2,161
Foreign currency reserve 5,462 5,464
Retained earnings and net profit for the year 872,744 681,479
Total equity attributable to the shareholders of the Parent Company 983,545 795,068
Tier 1 capital instrument 100,000 100,000
Total equity attributable to the owners of the Parent Company 1,083,545 895,068
TOTAL LIABILITIES AND EQUITY 10,216,965 8,468,248

STATEMENT OF CHANGES IN EQUITY, CONSOLIDATED

SEK thousand Share capital 1 Other
contributed
capital
Net
investment
hedges
Foreign
currency
reserve
Retained
earnings and
net profit for
the year
Tier 1 capital
instrument
Total equity
Equity as at 1 Jan 2019 107,500 3,536 2,781 -2,320 515,151 100,000 726,648
Profit for the year - - - - 221,926 - 221,926
Gross exchange rate differences - - -6,610 7,784 - - 1,174
Tax on exchange rate differences in
the year
- - 1,668 - - - 1,668
Total comprehensive income for
the year (net of tax)
- - -4,942 7,784 221,926 - 224,768
Dividend paid to shareholders - - - - -49,450 - -49,450
Transaction costs, issue of Tier 1
capital
- - - - -110 - -110
Interest Tier 1 capital - - - - -6,766 - -6,766
Share-based remuneration - -750 - - 750 - -
Other - - - - -22 - -22
Equity as at 31 Dec 2019 107,500 2,786 -2,161 5,464 681,479 100,000 895,068
Equity as at 1 Jan 2020 107,500 2,786 -2,161 5,464 681,479 100,000 895,068
Profit for the year - - - - 203,145 - 203,145
Gross exchange rate differences - - - -2 - - -2
Total comprehensive income for
the year (net of tax)
- - - -2 203,145 - 203,143
Interest Tier 1 capital - - - - -6,950 - -6,950
Share-based remuneration - -2,786 - - -4,938 - -7,724

Other - - - - 8 - 8 Equity as at 31 Dec 2020 107,500 - -2,161 5,462 872,744 100,000 1,083,545

1 Share capital comprises of 21 500 000 shares of SEK 5 each.

CASH FLOW STATEMENT, CONSOLIDATED

SEK thousand 2020 2019
Operating activities
Operating profit 263,116 289,355
Adjustment for items not included in cash flow
Depreciation and amortisation of tangible and intangible assets 26,095 18,128
Accrued interest income and expense
Other non-cash items
6,813
476
-11,217
-14,173
Paid income tax -72,312 -43,027
224,188 239,066
Increase/decrease in loans to the public -1,426,668 -2,046,555
Increase/decrease in other short-term receivables 38,318 22,448
Increase/decrease in deposits and borrowings from the public 1,516,957 2,100,612
Increase/decrease in other short-term liabilities 8,786 26,068
Cash flow from operating activities 361,581 341,639
Investing activities
Investments in tangible assets -1,808 -1,263
Investments in intangible assets -23,753 -30,137
Cash flow from investing activities -25,561 -31,400
Financing activities
Issue of Tier 2 capital 100,000 100,000
Redemption of Tier 2 capital -53,000 -
Issue of Tier 1 capital
Interest on Tier 1 capital
-
-6,950
-110
-6,766
Redemption of warrants -7,724 -
Dividend paid to shareholders - -49,450
Cash flow from financing activities 32,326 43,674
Cash flow for the year 368,346 353,913
Cash and cash equivalents at the beginning of the year 1,812,842 1,444,591
Exchange rate difference in cash and cash equivalents -61,697 14,338
Cash and cash equivalents at the end of the year 2,119,491 1,812,842
Cash flow from operating activities includes interest expenses paid and interest payments received
Interest expenses paid 113,299 109,860
Interest payments received 771,836 710,958
Components of cash and cash equivalents
Cash and balances with central banks 1,097,991 390,332
Treasury bills eligible for refinancing 60,022 60,051
Loans to credit institutions 961,478 1,362,459
Total cash and cash equivalents 2,119,491 1,812,842

INCOME STATEMENT, PARENT COMPANY

SEK thousand Note 2020 2019
2,3
Operating income
Interest income 7 911,945 575,453
Interest expense 8 -122,648 -70,111
Net interest income 789,297 505,342
Fee and commission income 103,556 36,807
Fee and commission expense -18,968 -5,545
Net fee and commission income 9 84,588 31,262
Net results from financial transactions 10 2,185 -6,205
Total operating income 876,070 530,399
Operating expenses
General administrative expenses 11,12,13 -302,508 -177,416
Depreciation and amortisation of tangible and intangible assets 14,15,24 -20,674 -7,066
Other operating expenses 16 -17,573 -16,786
Total operating expenses -340,755 -201,268
Profit before loan losses 535,315 329,131
Net loan losses 17 -272,676 -145,770
Operating profit 262,639 183,361
Appropriations 32 - 20,659
Tax on profit for the year 18 -59,920 -42,272
Profit for the year 202,719 161,748

STATEMENT OF COMPREHENSIVE INCOME, PARENT COMPANY

SEK thousand 2020 2019
Profit for the year 202,719 161,748
Other comprehensive income
Items that may subsequently be reclassified to the income statement
Exchange rate differences during the year, net of tax - -
Other comprehensive income for the year, net of tax - -
Total comprehensive income for the year 202,719 161,748

STATEMENT OF FINANCIAL POSITION, PARENT COMPANY

SEK thousand
Note
31 Dec 2020 31 Dec 2019
2,3,5,6,19,20
ASSETS
Cash and balances with central banks 1,097,991 238,113
Treasury bills eligible for refinancing
21
60,022 60,051
Loans to credit institutions
22
960,989 1,022,247
Loans to the public
23
7,922,448 4,305,139
Shares 20,135 21,796
Shares in group companies
34
316 515,511
Goodwill
24
11,477 -
Intangible assets
14
61,762 28,156
Tangible assets
15
2,658 1,665
Other assets
25
36,154 7,429
Current tax assets - 11,162
Deferred tax assets
26
47 1,548
Prepaid expenses and accrued income 29,447 12,560
TOTAL ASSETS 10,203,446 6,225,377
LIABILITIES AND EQUITY
Liabilities
Deposits and borrowings from the public
28
8,714,032 5,136,820
Other liabilities
29
52,864 36,497
Current tax liabilities 1,832 -
Deferred tax liabilities
26
5,642 7
Accrued expenses and prepaid income
30
100,318 56,700
Subordinated liabilities
31
245,053 197,583
Total liabilities 9,119,741 5,427,607
Equity
Restricted equity
Share capital 107,500 107,500
Statutory reserve 1,000 1,000
Development costs fund 61,762 27,464
Other contributed capital - 2,786
Total restricted equity 170,262 138,750
Non-restricted equity
Tier 1 capital instrument 100,000 100,000
Retained earnings 610,724 397,272
Comprehensive income for the year 202,719 161,748
Total non-restricted equity 913,443 659,020
Total equity 1,083,705 797,770
TOTAL LIABILITIES AND EQUITY 10,203,446 6,225,377

STATEMENT OF CHANGES IN EQUITY, PARENT COMPANY

Restricted equity Non-restricted equity
SEK thousand Share
capital 1
Statutory
reserve
Develop
ment costs
fund
Other
contribut
ed capital
Tier 1
capital in
strument
Retained
earnings
Profit for
the year
Total equity
Equity as at 1 Jan 2019 107,500 1,000 15,940 3,536 100,000 281,397 182,994 692,367
Profit for the year - - - - - - 161,748 161,748
Net exchange rate differences - - - - - - - -
Total comprehensive income for
the year (net of tax)
- - - - - - 161,748 161,748
Transfer of previous year's profit - - - - - 182,994 -182,994 -
Dividend paid to shareholders - - - - - -49,450 - -49,450
Capitalisation of development costs - - 16,000 - - -16,000 - -
Amortisation of capitalised develop
ment costs
- - -4,476 - - 4,476 - -
Transaction costs, issue of Tier 1
capital
- - - - - -110 - -110
Interest Tier 1 capital - - - - - -6,766 - -6,766
Share-based remuneration - - - -750 - 750 - -
Other - - - - - -19 - -19
Equity as at 31 Dec 2019 107,500 1,000 27,464 2,786 100,000 397,272 161,748 797,770
Equity as at 1 Jan 2020 107,500 1,000 27,464 2,786 100,000 397,272 161,748 797,770
Profit for the year - - - - - - 202,719 202,719
Net exchange rate differences - - - - - - - -
Total comprehensive income for
the year (net of tax)
- - - - - - 202,719 202,719
Transfer of previous year's profit - - - - - 161,748 -161,748 -
Development costs from merger - - 28,007 - - -28,007 - -
Capitalisation of development costs - - 18,408 - - -18,408 - -
Amortisation of capitalised develop
ment costs
- - -12,117 - - 12,117 - -
Interest Tier 1 capital - - - - - -6,950 - -6,950
Share-based remuneration - - - -2,786 - -4,938 - -7,724
Merger results - - - - - 97,890 - 97,890
Equity as at 31 Dec 2020 107,500 1,000 61,762 - 100,000 610,724 202,719 1,083,705

1 Share capital comprises of 21 500 000 shares of SEK 5 each.

CASH FLOW STATEMENT, PARENT COMPANY

SEK thousand 2020 2019
Operating activities
Operating profit 262,639 183,361
Adjustment for items not included in cash flow
Depreciation and amortisation of tangible and intangible assets 20,674 7,066
Accrued interest income and expense 6,813 -7,539
Other non-cash items 476 -12,051
Paid income tax -72,364 -33,937
218,238 136,900
Increase/decrease in loans to the public -1,426,668 -1,227,981
Increase/decrease in other short-term receivables 37,360 19,063
Increase/decrease in deposits and borrowings from the public 1,516,957 1,075,424
Increase/decrease in other short-term liabilities 6,060 -27,412
Cash flow from operating activities 351,947 -24,006
Investing activities
Investments in tangible assets -1,581 -736
Investments in intangible assets -23,753 -15,730
Investments in subsidiaries - -81,639
Cash flow from investing activities -25,334 -98,105
Financing activities
Issue of Tier 2 capital 100,000 100,000
Redemption of Tier 2 capital -53,000 -
Issue of Tier 1 capital
Interest on Tier 1 capital
-
-6,950
-110
-6,766
Redemption of warrants -7,724 -
Dividend paid to shareholders - -49,450
Cash flow from financing activities 32,326 43,674
Cash flow for the year 358,939 -78,437
Cash and cash equivalents at the beginning of the year 1,320,411 1,387,803
Cash and cash equivalents from merger 500,528 -
Exchange rate difference in cash and cash equivalents -60,876 11,045
Cash and cash equivalents at the end of the year 2,119,002 1,320,411
Cash flow from operating activities includes interest expenses paid and interest payments received
Interest expenses paid 112,752 66,384
Interest payments received 771,836 524,487
Components of cash and cash equivalents
Cash and balances with central banks 1,097,991 238,113
Treasury bills eligible for refinancing 60,022 60,051
Loans to credit institutions 960,989 1,022,247
Total cash and cash equivalents 2,119,002 1,320,411

NOTES

TO THE FINANCIAL STATEMENTS OF THE GROUP AND THE PARENT COMPANY

NOTE 1 General information

TF Bank AB, corporate identity number 556158-1041, is authorised to conduct banking business.

TF Bank AB is a limited liability company registered in Borås, Sweden. The address of the head office is PO Box 947, SE-501 10 Borås.

The term "Group" refers to TF Bank AB together with its branches and subsidiaries:

Branches

  • TF Bank AB, Finland branch (2594352-3)
  • TF Bank AB, Poland branch (PL9571076774)
  • TF Bank AB, Estonia branch (14304235)
  • BB TF Bank Norge NUF (923 194 592)

Subsidiaries

  • TFB Service SIA (40203015782) 100%
  • TFB Service UAB (304785170) 100%
  • TFB Service GmbH (HRB 208869 B) 100%

On 18 March 2021, the Board of Directors approved this Annual Report for publication, for adoption by the AGM in 2021.

NOTE 2 Accounting Policies

The most significant accounting policies applied in the preparation of these consolidated financial statements are set out below. These accounting policies have been applied consistently to all reporting periods presented in these consolidated financial statements, unless otherwise stated.

The consolidated financial statements for the TF Bank AB Group have been prepared in accordance with International Financial Reporting Standards (IFRS) and interpretations of these standards as adopted by the European Union (EU). In addition, the Swedish Annual Accounts Act for Credit Institutions and Securities Companies (1995:1559), RFR 1 Supplementary Accounting Rules for Groups issued by the Swedish Financial Reporting Board, and the regulations and general guidelines issued by the Swedish Financial Supervisory Authority (FFFS 2008:25) have also been applied.

The Parent Company's financial statements have been prepared in accordance with the Swedish Annual Accounts Act for Credit Institutions and Securities Companies (1995:1559) and the Swedish Financial Supervisory Authority's regulations FFFS 2008:25. So-called legally restricted IFRS means that IFRS, as adopted by the EU, are applied in the preparation of the financial statements, subject to the restrictions and additions that follow from RFR 2 Accounting for Legal Entities, issued by the Swedish Financial Reporting Board, and FFFS 2008:25. This means that the Parent Company, with the exception of that stated below, has applied the same accounting policies as the Group.

Estimates and Judgements

Preparation of the consolidated financial statements in compliance with IFRS requires the use of some critical estimates for accounting purposes. Estimates and judgements are reviewed on an ongoing basis and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group makes estimates and assumptions about the future. The resulting estimates for accounting purposes by definition rarely correspond to the actual results.

The areas that involve a high degree of judgement, are complex, or where assumptions and estimates have a material impact on the consolidated financial statements primarily comprise provisions for expected loan losses and goodwill impairment testing.

Provisions for expected loan losses

TF Bank has a forward-looking model for impairments in accordance with IFRS 9, where expected credit losses on financial assets are calculated at the first accounting date. A loan loss reserve is recognised for all financial assets that are valued at amortised cost. These are calculated using models developed by the bank, all of which are based on the calculation of expected loan loss. This is done by calculating the product of probability of default, loss given default and exposure in default. The Group's issued loans that are due for payment without being paid by the debtor are sold to debt collection companies in different countries depending on geographical market. To make provisions for expected loan losses, careful analysis of available data is required to make reliable forecasts of the future. TF Bank uses analyses of historical outcomes, available customer information and macro data to make as reasonable assumptions about the future as possible. For more detailed information on impairment tests and credit risks, see the section Impairment of financial assets in this note, the section on Credit risks in Note 3 and Note 23.

Impairment testing of Goodwill

Impairment testing of Goodwill is subject to many different estimates and assessments of the future. TF Bank annually examines whether there is a need for impairment of goodwill for the cash-generating unit. The calculations are based on estimated future cash flows after tax, which are based on financial forecasts approved by company management. Important assumptions regarding forecasts made include the average loan portfolio, new lending, margins and assessments of future developments. For more information, see section Goodwill in this note and Note 24.

GROUP

New standards and amendments and interpretations of existing standards that have been adopted by the Group

As a result of the Covid-19 pandemic, the IASB made an amendment to the IFRS 16 Leasing in May 2020, which gave lessees an opportunity to report qualified rent reductions in the same way as they would if they did not constitute an amendment to the agreement. TF Bank has not applied this and it has thus had no effect on the financial statements.

No other new standards, amendments, interpretations and annual improvement projects that have entered into force have caused any significant changes on TF Bank's financial reports.

New standards and amendments and interpretations of existing standards that have not yet come into force and have not been adopted by the Group in advance

The International Accounting Standard Board (IASB) and the IFRS Interpretations Committee have issued the following standards, amendments to standards and interpretations to be applied for 2021 or later. The IASB allows early adoption of these. TF Bank has not applied the following changes in the 2020 annual report.

Insurance contracts (IFRS 17)

IFRS 17 was issued in May 2017 and is to be applied from January 1, 2021, with the proposed change of the application date to January 1, 2023. The standard has not yet been adopted by the EU. The new standard establishes principles for accounting, presentation, valuation and disclosure of insurance contracts. The standard will have no impact on the Group's financial reports.

Other changes in IFRS and Swedish regulations

Other new or amended IFRS standards or interpretations or changes in Swedish regulations issued but not yet applied are not expected to have any significant effect on the Group's financial position, results, cash flow or note disclosures.

Consolidated financial statements

The consolidated financial statements include subsidiaries in which the Group has a controlling interest. The Group controls a company when it is exposed to or has the right to variable returns from its involvement in the company and has the ability to influence the return

Note 2 cont.

through its control over the company. Subsidiaries are included in the consolidated financial statements from the date control was acquired by the Group. They are excluded from consolidation from the date control ceases.

The Group uses the acquisition method to account for its business acquisitions, which means that the subsidiaries' entire equity is eliminated on acquisition. The Group's equity therefore includes only that part of the subsidiaries' equity that has arisen after acquisition.

When the Group ceases to have a controlling interest, any remaining holding is valued at fair value as at the date the controlling interest was lost. The change in fair value is recognised in the income statement. The fair value is used upon initial recognition and forms the basis for future recognition of the remaining holding as associate, joint venture or financial asset. All amounts relating to the divested asset that were previously recognised in other comprehensive income are reported as if the Group had directly disposed of the assets or liabilities. This may result in amounts that were previously recognised in other comprehensive income being reclassified to the income statement.

Foreign currency translation

Functional and presentation currency

Items included in the financial statements of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (functional currency). The currency used in the consolidated financial statements is Swedish kronor (SEK), which is the Parent Company's functional currency and the Group's presentation currency.

Transactions and balances

Transactions in foreign currencies are translated into the functional currency at the exchanges rates that prevailed at the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at the exchange rate prevailing at the reporting date are recognised in the income statement. An exception to this are hedging transactions which qualify as cash flow or net investment hedges, in which case gains/losses are recognised in other comprehensive income.

Group companies

The results and financial position of all Group entities whose functional currency is different from the presentation currency are translated into the Group's presentation currency as follows:

  • The assets and liabilities of each of the balance sheets are translated at the exchange rates prevailing at the balance sheet date.
  • The income and expenses of each of the income statements are translated at average exchange rates for the year, unless these average rates are not a reasonable approximation of the cumulative effect of the rates prevailing at the transaction date, in which case income and expenses are translated at the rates prevailing at the transaction date.
  • All foreign exchange differences are recognised in other comprehensive income.

Goodwill and fair value adjustments arising on the acquisition of a foreign operation are recognised as assets and liabilities of the foreign entity and translated at the exchange rates at the balance sheet date. Foreign exchange differences arising on the acquisition are recognised in other comprehensive income.

Segment reporting

Operating segments are accounted for in a way that is compatible with the internal reports submitted to the function responsible for the allocation of resources and the evaluation of the results of the operating segments. In the Group, this function has been identified as the CEO.

Tangible assets

Tangible assets are recognised at cost less depreciation. Expenditure to improve the performance of assets, compared with their original level, increases the carrying value of the asset. Expenditure on repair and maintenance are reported as expenses. Tangible assets are systematically depreciated over the estimated useful life of the asset. The depreciable amount is determined taking into account the residual value of the asset, if applicable. The straightline method of depreciation is used for all types of tangible assets. The following depreciation periods are used:

IT equipment 36 months Other equipment 60 months

The assets' residual values and useful lives are reviewed at each balance sheet date and adjusted, if appropriate. The carrying amount of an asset is immediately written down to its recoverable amount if the carrying amount of the asset exceeds its estimated recoverable amount.

Intangible assets

Developments costs which are directly attributable to the development and testing of identifiable and unique software products that are controlled by the Group are recognised as intangible assets when the following criteria are met:

  • It is technically feasible to complete the software to make it available for use.
  • The company's intention is to complete the software and use or sell it.
  • It is possible to use or sell the software.
  • It can be demonstrated how the software will generate probable future economic benefits.
  • Adequate, technical, financial and other resources to complete the development and to use or sell the software are available.
  • The expenditure attributable to the software during its development can be reliably measured.

Intangible assets are recognised at cost less amortisation. Intangible assets are amortised on a straight-line basis over their useful lives, up to a maximum of 60 months, from the date the asset is ready for use.

The assets' residual values and useful lives are reviewed at each balance sheet date and adjusted, if appropriate. The carrying amount of an asset is immediately written down to its recoverable amount if the carrying amount of the asset exceeds its estimated recoverable amount.

Goodwill

Goodwill arises on the acquisition of subsidiaries and refers to the amount by which the purchase price, any non-controlling interests in the acquired company and the fair value as at the date of acquisition of the previously held equity interest in the acquired company exceeds the fair value of identifiable acquired net assets. If the amount is less than the fair value of the acquired company's net assets, in the case of acquisitions at a low cost, the difference is recognised directly through profit or loss.

Goodwill is tested for impairment on an annual basis or more frequently if events or changes in circumstances suggest that the asset might be impaired. The carrying amount of the cash-generating unit to which the goodwill is allocated is compared with the recoverable amount, which is the greater of the value in use and the fair value less costs to sell.

Any impairment is immediately recognised as an expense and is not reversed.

Note 2 cont.

Financial instruments – classification, recognition and measurement

All financial instruments are classified as belonging to one of the following categories:

Financial assets

  • Financial assets at fair value through profit or loss:
  • Mandatory
  • Upon initial recognition measured at fair value through profit or loss
  • Fair value through other comprehensive income
  • Amortised cost
  • Derivatives used for hedge accounting

Financial liabilities

  • Financial liabilities at fair value through profit or loss:
  • Mandatory
  • Upon initial recognition measured at fair value through profit or loss
  • Amortised cost
  • Derivatives used for hedge accounting

All financial assets and liabilities are measured at fair value on initial recognition. The classification of financial instruments into different categories determines how each financial instrument is measured in the balance sheet and how changes in its value are recognised. Note 5 Classification of financial assets and liabilities contains a table which shows the different categories to which the financial instruments in TF Bank's balance sheet belong.

Financial assets and liabilities at fair value through profit or loss Financial assets and liabilities measured at fair value through profit or loss are measured a fair value less transaction costs. All value changes in these items are recognised immediately through profit or loss under Net gains/losses on financial transactions. The category consists of two subcategories: Mandatory and Upon initial recognition measured at fair value through profit or loss. The subcategory Mandatory consists of derivatives held for trading.

Fair value through other comprehensive income

Financial assets classified to the category Fair value through other comprehensive income are measured at fair value. Changes in fair value, other than interest, are recognised through other comprehensive income. Interest is recognised through profit or loss under the items Interest income or Interest expense.

Amortised cost

This category includes financial assets and liabilities measured at amortised cost. Financial assets and liabilities measured at amortised cost are initially recognised at fair value including transaction costs in the balance sheet. After initial recognition, the instrument in this category is measured at amortised cost using the effective interest rate method less credit loss provisions for financial assets. Loans to the public are described in more detail in Note 23 Loans to the public.

Derivatives used for hedge accounting

Financial assets and liabilities classified to the category Derivatives held for hedge accounting comprise derivative instruments held as foreign exchange hedges of net investments in foreign subsidiaries. Changes in fair value are recognised through other comprehensive income in the consolidated financial statements. The Group has no longer any derivatives as hedging instruments due to the merger between TF Bank AB and its subsidiaries BB Bank ASA, Avarda AB and Avarda Oy in beginning of 2020.

Impairment of financial assets

The Group has a model for calculating loan loss provisions based on expected loan losses. Financial assets that are subject to impairment losses are divided into three stages based on the risk of default. The first stage includes assets where no significant increase in credit risk has occurred at the reporting date, in the second, a significant increase in credit risk has occurred, i.e. the loan is 30 days past due or more, and in the third, a default event has occurred, i.e. the loan is more than 90 days past due. For assets in the first stage, impairment is based on expected credit losses over the next 12 months, while for stage two and three, expected credit losses are reported over the entire lifetime of the asset. Expected loan losses are calculated based on historical data of default for each period.

The provisions are calculated by multiplying the exposure at default with the probability of default and the loss given default. TF Bank's model for calculating provisions is based on historical probability of default in each market. The model is supplemented by the company's assumptions about the future based on the current loan portfolio and adjustments due to the expected macroeconomic scenario. The value of the estimated provisions is discounted at the original borrowing rate.

The provision for non-performing loans (Stage 3) comprises the difference between the asset's carrying amount and the present value of future cash flows, discounted at the original effective interest rate. The expected future cash flow is based on calculations that take into account historical repayment rates applied to each generation of non-performing loans.

Derivative instruments and hedging activities

Derivative instruments are recognised in the statement of financial position on the contract date and measured at fair value, both on initial recognition and at subsequent remeasurements. The method used to report gains or losses arising on remeasurement depends on whether the derivative has been identified as a hedging instrument and, if so, the nature of the hedged item. For 2019 the Group designates certain derivatives as hedges of net investments in foreign operations (hedge of net investment) but after the merger in the beginning of 2020 there are no hedging activities within the Group.

When the transaction is concluded, the Group documents the relationship between the hedging instrument and the hedged item, as well as the Group's risk management objective and risk management strategy in respect of the hedge. The Group also documents its assessment, both at inception of the hedging relationship and on an ongoing basis, of whether the derivative instruments used for hedging transactions are effective in offsetting the changes in fair value or cash flows attributable to the hedged items.

Information on fair value of various derivative instruments held for hedging purposes is provided in Note 3. The entire fair value of a derivative designated as a hedging instrument is classified as a current asset or liability when the hedged item has a remaining term of less than 12 months. Derivative instruments held for trading are always classified as current assets or liabilities.

The effective portion of changes in the fair value of a derivate instrument designated as the hedging instrument in a hedge of a net investment in foreign operations and which qualifies as hedge accounting is recognised in other comprehensive income. The portion of gains or losses on a hedging instrument that is deemed to be effective is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised in the income statement.

Accumulated gains and losses in equity are recognised in the income statement on disposal or partial disposal of the foreign operation.

Issued debt and equity instruments

A financial instrument issued by TF Bank are classified either as a financial liability or as equity. Issued financial instruments are classified as a financial liability if the contract terms and conditions mean that TF Bank has an obligation to pay using either cash or another financial asset. If this is not the case, the instrument is usually an equity instrument and classified as equity, less transaction costs.

The issued financial instruments classified as financial liabilities are bonds over ten years with possible voluntary redemption after five years. The interest terms are Stibor plus margin and the interest

Note 2 cont.

is paid quarterly. The financial instrument classified as equity is a bond that runs over ten years with possible voluntary redemption after five years from the date of issue. The interest terms are Stibor plus margin and the interest is paid quarterly. For more detailed terms, see the prospectus on the Group's website www.tfbankgroup.com.

Income taxes

Current tax expense is calculated based on tax rates enacted or substantively enacted at the reporting date in the country in which the company operates and generates taxable income. Management regularly assesses the statements made in tax returns regarding situations where applicable tax rate are subject to interpretation and, when deemed appropriate, makes provisions for amounts that will probably have to be paid to the taxation authorities.

Recognised income tax expense comprises tax payable or receivable for the financial year and any adjustment to the tax payable or receivable in respect of previous years. For items recognised in the income statement, the corresponding tax effects are also recognised in the income statement. The tax effects of items recognised directly in equity are recognised in equity.

Deferred income tax is calculated using tax rates (and laws) that were enacted or announced at the balance sheet date and which are expected to be applied when the related deferred tax asset is realised or the deferred tax liability is settled.

Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be used.

Employee benefits

Pension plans are funded through payments to insurance companies. The Group only has defined contribution plans. A defined contribution pension plan is a pension plan under which the Group pays fixed contributions to a separate legal entity. The Group has no legal or constructive obligation to pay further contributions if this legal entity does not hold sufficient assets to pay all benefits to employees in respect of their service in the current or previous years.

Provisions

Provisions are recognised when the Group has a legal or constructive obligation as a result of past events, it is more probable than not that an outflow resources is required to settle the obligation, and the amount can be reliably estimated. Provisions for restructuring are recognised when a detailed and formal restructuring plan has been approved and a valid expectation has been raised in those affected. Provisions for future warranty claims refer to the near future and are based on historical information about warranty claims and current trends that may suggest future claims could differ from historical claims. No provisions are made for future operating losses.

Where there are a number of similar obligations, the probability that an outflow of resources will be required for settlement is assessed for this entire class of obligations as a whole. A provision is recognised even if the probability of an outflow in respect of any one item in this class of obligations is small.

Interest income

Interest income is recognised in the income statement over the expected life using the effective interest method. Transaction costs related to loans payable and loans receivable are therefore recognised as part of the loan. Transaction costs refer to commission. Transaction costs and arrangement fees are recognised on a straight-line basis over the expected term of the loan. Invoicing and notification charges are included in interest income according to the effective interest rate method.

The Group regularly makes amortisation of assets and unappropriated funds for which the Group has not been able to repay or locate counterparties. They are recognised as interest income as they are directly linked to the Group's lending to the public.

Commission income and expense

TF Bank recognises reminder fees, insurance premium fees and other fees and in commission income. Commission income is recognised in the income statement in the period it is earned. Commission expense are expenses attributable to services and charges that relate to fees earned from insurance premiums.

Net results from financial transactions

This item relates to foreign currency translation of assets and liabilities in foreign currencies and changes in the fair value of derivatives relating to forward contracts to hedge foreign exchange risk.

Cash flow statement

The cash flow statement is prepared according to the indirect method. Recognised cash flow comprises only transactions that involve cash receipts or disbursements. Cash and cash equivalents include Cash and balances with central banks, Treasury bills eligible for refinancing, etc. and Loans to credit institutions.

THE PARENT COMPANY USED THE ABOVE ACCOUNTING POL-ICIES AS WELL AS THE ADDITIONAL POLICIES BELOW Shares and participations in subsidiaries

Shares and participations in subsidiaries are recognised at cost plus transaction costs after deduction of any impairment losses. Where there is an indication that shares and participations have become impaired, an estimate is made of the recoverable amount. If this is lower than the carrying amount, an impairment loss is recognised. Impairment losses are recognised under the items Gains/ losses on participations in Group companies and Gains/losses on participations in associates.

Untaxed reserves

Sums allocated to untaxed reserves in the Parent Company comprise taxable temporary differences. Because of the relationship between accounting and taxation, the deferred tax liability attributable to the untaxed reserves is not recognised separately.

The untaxed reserves are therefore recognised at the gross amount. Appropriations are recognised at the gross amount in the income statement.

Dividend

Dividends to TF Bank's shareholders are recognised as a liability in the Company's financial statements in the period the dividend is approved by TF Bank's shareholders.

Group contributions

In accordance with the general rule in RFR 2, group contributions from the Parent Company to subsidiaries are recognised as an increase in participating interests in Group companies. The subsidiaries recognise received group contributions under appropriations.

Goodwill

Goodwill has an indefinite useful life and in accordance with RFR 2, the parent company depreceates the item over 60 months.

NOTE 3 Financial risks and financial risk management

Financial risks

The Group's activities are exposed to a variety of financial risks: market risk (considerable currency and interest rate risk, credit risk and liquidity risk. The Group's overall risk management policy focuses on the unpredictability of the financial markets and seeks to minimise potential adverse effects on the Group's financial results. TF Bank uses derivative instruments to hedge foreign currency exposure and applies hedge accounting in its consolidated financial statements for net investments in foreign operations.

TF Bank has designed an operating structure to ensure good risk management. The overall risk policy constitutes the Board of Directors and the management's fundamental policy documents regarding risk management which aims to minimise any potential adverse effects for the Group's financial results. The Board establishes written policies with regards both the overall risk management and for the specific areas.

Market risk (i) Currency risk

The Group's currency risk is partly structural (translation risk) and partly operational (transaction risk).

Translation risk arises when the Group has holdings in foreign operations whose net assets are exposed to currency risks when they are consolidated into the Group at SEK. TF Bank has a subsidiary in Latvia, TFB Service SIA (EUR), a subsidiary in Lithuania, TFB Service UAB (EUR) and a subsidiary in Germany, TFB Service GmbH (EUR). Currency exposure arising from the net assets of the Group's foreign operations must be hedged as far as possible in accordance with the financial policy adopted by the Board. Until 2019, TF Bank applied hedge accounting for holdings in now merged companies BB Bank ASA (NOK) and Avarda Oy (EUR) with hedging instruments in the form of derivatives and deposits and borrowings from the public. With the mergers in the beginning of 2020 between TF Bank AB and the above-mentioned subsidiaries, the Group no longer has any hedging instruments at the end of 2020. The following summary of hedged net assets and hedging instruments refers to the comparison year:

Group
SEK thousand
2020 2019
Hedged net assets
Net investment in BB Bank ASA - 442,301
Net investment in Avarda Oy - 98,462
Total - 540,763
Hedging instruments
Currency forward contract as hedging instrument (nominal amount) - 392,262
Deposits and borrowings from the public in NOK as hedging instrument - 145,990
Total - 538,252

Derivative instruments are held only for the purpose of hedging financial risk and not for speculative purposes. Where derivative instruments do not meet the criteria for hedge accounting, they are classified as being held for trading and are measured at fair value through the income statement. They are classified as current assets or current liabilities if they are expected to be settled within 12 months after the reporting date.

HEDGE RESERVE

Group
SEK thousand
Spot component of
a currency forward
contract and exchange
rate differences
relating to the hedged
portion of deposits in
NOK
Opening balance 1 January 2019 2,781
Change in fair value of hedging instruments recognised through other comprehensive income -6,610
Deferred tax 1,668
Closing balance 31 December 2019 -2,161
Opening balance 1 January 2020 -2,161
Change in fair value of hedging instruments recognised through other comprehensive income -
Deferred tax -
Closing balance 31 December 2020 -2,161

The effects of hedge accounting for the impact of currency risks on the Group's financial position and results are shown below:

Group
SEK thousand
2020 2019
Derivative instrument NOK
Carrying amount - 1,981
Nominal amount - 293,692
Maturity date - 2020-01-03
Hedge ratio - 1:1
Forward rate - SEK 1,0489 : 1 NOK
Derivative instrument EUR
Carrying amount - 389
Nominal amount - 98,570
Maturity date - 2020-01-03
Hedge ratio - 1:1
Forward rate - SEK 10,48619 : 1 EUR
Hedging instrument deposits
Carrying amount - 145,990
Carrying amount NOK thousand - 138,000
Hedge ratio - 1:1

Operational currency risk refers to exchange rate risks arising from the Group's foreign currency denominated positions in financial instruments. Currency risk involves the following currencies: EUR, NOK, DKK and PLN. Currency risk arises when future business transactions or recognised assets or liabilities are expressed in a currency other than the Company's functional currency. According to the Company's financial policy, currency risk is managed through the statement of financial position. The Company uses forward contracts for EUR, NOK, DKK and PLN. Forward contracts normally have a maturity of between 1-3 months to minimise the impact on results of changes in exchange rates. See Note 19.

TF Bank assesses its future capital requirements under Pillar 2 for currency risk through stress tests involving the impact on net positions of exchange rate movements of 9.0 %. Other variables are kept constant. TF Bank has chosen the level 9.0 % by analyzing the biggest exchange rate movements between specific dates in the period 2010-2020 for the currencies in which the bank has the biggest exposure. TF Bank has chosen to calculate worst case scenarios with 99.999 % confidence based on the largest movement in each currency. The stress tests resulted in the following outcomes on positions excluding tax effects:

CURRENCY

SEK thousand 2020 2019
EUR +/- 683 +/- 1,535
NOK +/- 376 +/- 105
DKK +/- 18 +/- 34
PLN +/- 113 +/- 210

Because of the regulatory capital requirement under Pillar 1 in place as at 31 December 2020, the level was replaced with capital adequacy of 8 % according to the standardised approach.

(ii) Interest rate risk

Because floating interest rates apply to most of liabilities and assets, the Group's interest rate risk is minimal.

Under the financial policy and liquidity policy, holdings of securities with a remaining term of up to 12 months are permitted. Not more than 30 % of the Company's accessible liquidity must have a remaining term of more than six months. Because the Group's holding of treasury bills as at the reporting date stood at SEK 60 million (60), the impact of this interest rate risk on results was also negligible in the above scenario. Other assets in the liquidity portfolio comprised various bank balances at floating rates, which involve very limited interest rate risk.

Credit risk

Credit risk is the risk that a counterparty causes the Group a financial loss by not fulfilling its contractual obligations. Credit risk arises primarily through lending to the public but also through cash and cash equivalents and derivatives with a positive value. Credit risk is the most significant risk in the Group and is monitored closely by the relevant functions and by the Board of Directors, which has the ultimate responsibility for managing credit risk. The Board of Directors has issued a credit policy which establishes the framework for the Group's lending activities. A credit committee monitors the development of the level of credit risk in the loan portfolios on a continuous basis. It makes decisions on, and implements, changes to the Group's lending within the framework of the established credit policy and also proposes amendments to the policy to the Board of Directors. A report on performance is provided at every Board meeting.

Before a loan is issued, a risk assessment is done of the customer's creditworthiness, taking into account the customer's financial position, past history and other factors. Individual risk limits are defined based on internal and/or external credit assessments in accordance with the limits set by the Board of Directors. The Group's use of credit limits for loans to the public is strictly limited and is regularly monitored. The Group cannot enter into credit agreements with legal entities without the approval of the Board of Directors. By setting limits for the maximum exposure to each counterparty, the Board of Directors limits the credit risk relating to cash and cash equivalents.

The Group has a claims and collections unit which deals with existing customers in financial difficulties. The Group also has a credit division which assesses potential customers and reviews collateral and credit limits established by the Board on an ongoing basis.

The Group's credit approval process maintains high standards regarding ethics, quality and control. Despite credit risk being the largest risk exposure for the Group, the provision for loan losses is small in proportion to the outstanding loan volume (see Note 23). The reason for this is that the Group regularly sells past due loans to debt collection agencies in markets where the Board of Directors considers the price level to be favourable for the Group's performance and risk profile. This is currently the case for most markets. As a result, the Group continuously realises expected loan losses through the sale of past due loans. The remaining portfolio has a limited number of non-performing loans (stage 3) and consequently a relatively low level of provisions.

The objective of the Group's process for monitoring past due payments and unsettled receivables is to minimise loan losses by detecting payment issues early and implementing rapid intervention where needed. The monitoring is supported by a separate "pre-collection" system for past due payments involving automatic monitoring and reminders when payments are past due.

The Group's loans to the public consist primarily of unsecured consumer loans. As a result, the Group does not list credit risk exposures in a separate table, as there are limited assets pledged as security.

CREDIT QUALITY OF LOANS THAT ARE NEITHER PAST DUE NOR IMPAIRED

Credit quality of receivables that are neither past due nor impaired has been assessed on the basis of a model that classifies loans as low, moderate or high risk. The classification is primarily based on the number of reminders, if any, sent to individual customers, the number of months a customer has had an active loan with the Group and the borrower's individual credit status at the time of taking out the loan, calculated on the basis of both internal and external sources. The risk assessment also takes into account various parameters such as product type (segment) and country, including taking into account historical information retrieved from our own database.

Group Parent Company
SEK thousand 2020 2019 2020 2019
Household sector
Low risk 5,638,128 4,364,404 5,638,128 2,284,134
Moderate risk 1,709,958 1,346,189 1,709,958 1,004,752
High risk 959,132 992,706 959,132 948,431
Total 8,307,218 6,703,299 8,307,218 4,237,317

The credit quality of other fully performing (neither past due nor impaired) financial assets in accordance with Standard & Poor's local shortterm ratings is shown below:

Group Parent Company
SEK thousand 2020 2019 2020 2019
Cash and balances with central banks
AAA 179,280 152,219 179,280 -
AA+ 871,221 188,584 871,221 188,584
AA- 35,627 37,033 35,627 37,033
A- 11,863 12,496 11,863 12,496
Treasury bills eligible for refinancing
AAA 60,022 60,051 60,022 60,051
Loans to credit institutions
A-1+ 665,846 619,124 665,846 555,636
A-1 258,843 693,471 258,441 423,110
A-2 36,702 40,328 36,702 34,694
Unrated 87 9,536 - 8,807
Other assets 1
A-1+ 27,390 3,520 27,390 3,001
A-1 19,896 21,796 19,896 21,796
Unrated 8,077 14,839 8,077 3,498
Total 2,174,854 1,852,997 2,174,365 1,348,706

1 Other assets include derivatives with a positive value and investment in the DNB Global Treasury Fund.

Liquidity risk

The Board of Directors establishes guidelines for managing liquidity risk. The main liquidity risk comprises the Group's ability to meet its obligations to repay customer deposits from Swedish, Finnish, Norwegian and German households; the ability to pay out new credits is regarded as a business risk. As at the balance sheet date, deposits from the public amounted to SEK 8,714 million (7,197) which are recognized under Deposits and borrowings from the public. According to the instructions from the Board of Directors, TF Bank should generally maintain a low level of exposure to liquidity risk in its operations.

In order to prevent a liquidity crisis, the Group, in accordance with its liquidity policy, must at all times maintain a liquidity reserve and other measures designed to generate liquidity, such as, other than normal operating line of credit, credit commitments directly or indirectly from another credit institution or cash equivalents.

The maximum amount of eligible capital that may be placed with the Group's permitted counterparties is 25 %, except in the case of credit institutions, when the permitted amount is 100 % of eligible capital 1 . Treasury bills and balances at central banks, as well as exposure to subsidiaries, are exempted from the 25 % limit.

Management carefully monitors the Group's liquidity reserve, which comprises cash and cash equivalents and other liquidity generating measures, and also follows rolling forecasts concerning the liquidity situation on the basis of expected cash flows.

All funding other than deposits from the public comprises borrowings from credit institutions, securities issues and equity.

As at 31 December 2020, the Group's liquidity reserve amounted to SEK 2,094 million (1,806) and the sum of the liquidity reserve and other liquidity creating measures totaled SEK 2,094 million (1,838), which corresponds to 24 % (26) of the Group's deposits from the public. The Group's LCR was 556 % (286) and the ratio of deposits from the public/loans to the public was 1.10 (1.11) 2 .

As at 31 December 2020, the Parent Company's liquidity reserve amounted to SEK 2,094 million (1,305) which corresponds to 24 % (25) of the Group's deposits from the public. The Company's LCR was 556 % (282) and the ratio of deposits from the public/loans to the public was 1.10 (1.19) 2 .

For contractual maturity dates for liabilities, see Note 20.

1 According to Article 4 (71) of Regulation (EU) No 575/2013, eligible capital is the sum of Tier 1 capital and Tier 2 capital that is equal to or less than one third of Tier 1 capital.

2 According to Article 4 of Commission Delegated Regulation (EU) 2015/61, LCR should be calculated by dividing the liquidity buffer with net liquidity outflows over a 30-calendar day stress period. The regulatory LCR requirement is 100 % as of 31 December 2017.

NOTE 4 Segment reporting

The CEO has ultimate responsibility for the decisions taken by the Group. Management has defined the operating segments based on the information determined by the CEO and used as a basis for decisions on the allocation of resources and evaluation of results. Management evaluates the operating segments' performance based on operating profit.

CONSUMER LENDING

Group
Income statement, SEK thousand 2020 2019
Net interest income 590,219 562,723
Net fee and commission income 36,735 29,506
Net results from financial transactions 1,304 -145
Total operating income 628,258 592,084
General administrative expenses -155,089 -151,979
Depreciation and amortisation of tangible and intangible assets -11,984 -10,315
Other operating expenses -11,026 -14,375
Total operating expenses -178,099 -176,669
Profit before loan losses 450,159 415,415
Net loan losses -196,074 -152,393
Operating profit 254,085 263,022
Balance sheet, SEK thousand 31 Dec 2020 31 Dec 2019
Loans to the public
Household sector 5,807,224 5,144,824
Total loans to the public 5,807,224 5,144,824
Household sector
Stage 1, net 5,360,722 4,851,249
Stage 2, net 202,687 192,081
Stage 3, net 1 243,815 101,494
Total household sector 5,807,224 5,144,824
Key figures 2 2020 2019
Operating income margin, % 11.4 13.4
Net loan loss ratio, % 3.5 3.5
Cost/Income ratio, % 28.3 29.8
New lending, SEK thousand 3,901,806 3,940,581

1 The Group continuously sells part of the past due loans before they reach stage 3.

Note 4 cont.

ECOMMERCE SOLUTIONS 1

Group
Income statement, SEK thousand 2020 2019
Net interest income 131,939 114,846
Net fee and commission income 51,176 32,587
Net results from financial transactions 458 -34
Total operating income 183,573 147,399
General administrative expenses -95,528 -85,956
Depreciation and amortisation of tangible and intangible assets -11,996 -6,765
Other operating expenses -755 -297
Total operating expenses -108,279 -93,018
Profit before loan losses 75,294 54,381
Net loan losses -35,383 -21,223
Operating profit 39,911 33,158
Balance sheet, SEK thousand 31 Dec 2020 31 Dec 2019
Loans to the public
Household sector 1,341,205 1,039,342
Corporate sector 2 8,030 18,780
Total loans to the public 1,349,235 1,058,122
Household sector
Stage 1, net 1,258,251 956,843
Stage 2, net 73,598 75,954
Stage 3, net 3 9,356 6,545
Total household sector 1,341,205 1,039,342
Key figures 4 2020 2019
Operating income margin, % 15.3 15.2
Net loan loss ratio, % 3.0 2.2
Cost/Income ratio, % 59.0 63.1
New lending, SEK thousand 2,334,580 1,710,353

1 The comparative figures for 2019 are restated due to that Ecommerce Solutions has been divided into two segments, Ecommerce Solutions and Credit Cards.

2 Lending to the corporate sector consists of a loan in stage 1 to one of the segments foreign partners.

3 The group continuously sells a majority of past due loans before they reach stage 3.

Note 4 cont.

CREDIT CARDS

Group
Income statement, SEK thousand 2020 2019
Net interest income 66,592 29,415
Net fee and commission income -3,323 -25
Net results from financial transactions 423 -9
Total operating income 63,692 29,381
General administrative expenses -45,446 -16,929
Depreciation and amortisation of tangible and intangible assets -2,115 -1,048
Other operating expenses -5,792 -3,211
Total operating expenses -53,353 -21,188
Profit before loan losses 10,339 8,193
Net loan losses -41,219 -15,018
Operating profit -30,880 -6,825
Balance sheet, SEK thousand 31 Dec 2020 31 Dec 2019
Loans to the public
Household sector 765,989 292,834
Total loans to the public 765,989 292,834
Household sector
Stage 1, net 720,073 271,004
Stage 2, net 15,021 15,281
Stage 3, net 30,895 6,549
Total household sector 765,989 292,834
Key figures 1 2020 2019
Operating income margin, % 13.6 14.1
Net loan loss ratio, % 8.8 7.2
Cost/Income ratio, % 83.8 72.1
New lending, SEK thousand 1,068,217 386,368

Note 4 cont.

GROUP INFORMATION

Group
Income statement, SEK thousand 2020 2019
Operating income
Consumer Lending 628,258 592,084
Ecommerce Solutions 183,573 147,399
Credit Cards 63,692 29,381
Total operating income 875,523 768,864
Operating profit
Consumer Lending 254,085 263,022
Ecommerce Solutions 39,911 33,158
Credit Cards -30,880 -6,825
Total operating profit 263,116 289,355

GROUP INFORMATION

Group
Balance sheet, SEK thousand 31 Dec 2020 31 Dec 2019
Loans to the public
Consumer Lending 5,807,224 5,144,824
Ecommerce Solutions 1,349,235 1,058,122
Credit Cards 765,989 292,834
Total loans to the public 7,922,448 6,495,780

NOTE 5 Classification of financial assets and liabilities

Group, 31 Dec 2020
SEK thousand
Financial instruments
at fair value through
profit or loss
Compulsory
Fair value
through
other com
prehensive
income
Amortised
cost
Derivatives
used for
hedge
accounting
Non
financial
assets and
liabilities
Total
Assets
Cash and balances with central banks - - 1,097,991 - - 1,097,991
Treasury bills eligible for refinancing - 60,022 - - - 60,022
Loans to credit institutions - - 961,478 - - 961,478
Loans to the public - - 7,922,448 - - 7,922,448
Shares 20,135 - - - - 20,135
Goodwill - - - - 12,753 12,753
Intangible assets - - - - 61,762 61,762
Tangible assets - - - - 14,889 14,889
Deferred tax assets - - - - 47 47
Prepaid expenses and accrued income - - - - 29,061 29,061
Derivatives 27,390 - - - - 27,390
Other assets - - - - 8,989 8,989
Total assets 47,525 60,022 9,981,917 - 127,501 10,216,965
Liabilities
Deposits and borrowings from the public - - 8,714,032 - - 8,714,032
Current tax liabilities - - - - 2,573 2,573
Deferred tax liabilities - - - - 5,642 5,642
Accrued expenses and prepaid income - - - - 101,075 101,075
Subordinated liabilities - - 245,053 - - 245,053
Derivatives - - - - - -
Other liabilities - - - - 65,045 65,045
Total liabilities - - 8,959,085 - 174,335 9,133,420
Financial instruments
at fair value through
profit or loss
Fair value
through
other com
Derivatives
used for
Non
financial
Group, 31 Dec 2019
SEK thousand
Compulsory prehensive
income
Amortised
cost
hedge
accounting
assets and
liabilities
Total
Assets
Cash and balances with central banks - - 390,332 - - 390,332
Treasury bills eligible for refinancing - 60,051 - - - 60,051
Loans to credit institutions - - 1,362,459 - - 1,362,459
Loans to the public - - 6,495,780 - - 6,495,780
Shares 22,061 - - - - 22,061
Goodwill - - - - 12,753 12,753
Intangible assets - - - - 56,163 56,163
Tangible assets - - - - 21,022 21,022
Current tax assets - - - - 10,528 10,528
Deferred tax assets - - - - 2,943 2,943
Prepaid expenses and accrued income - - - - 15,158 15,158
Derivatives 3,520 - - - - 3,520
Other assets - - - - 15,478 15,478
Total assets 25,581 60,051 8,248,571 - 134,045 8,468,248
Liabilities
Deposits and borrowings from the public - - 7,197,075 - - 7,197,075
Current tax liabilities - - - - 25,442 25,442
Deferred tax liabilities - - - - 143 143
Accrued expenses and prepaid income - - - - 77,497 77,497
Subordinated liabilities - - 197,583 - - 197,583
Derivatives 447 - - 2,520 - 2,967
Other liabilities - - - - 72,473 72,473
Total liabilities 447 - 7,394,658 2,520 175,555 7,573,180
Financial instruments
at fair value through
Fair value
through other
Non
financial
Parent Company, 31 Dec 2020 profit or loss comprehen Amortised assets and
SEK thousand Compulsory sive income cost liabilities Total
Assets
Cash and balances with central banks - - 1,097,991 - 1,097,991
Treasury bills eligible for refinancing - 60,022 - - 60,022
Loans to credit institutions - - 960,989 - 960,989
Loans to the public - - 7,922,448 - 7,922,448
Shares 20,135 - - - 20,135
Shares in group companies - - 316 - 316
Goodwill - - - 11,477 11,477
Intangible assets - - - 61,762 61,762
Tangible assets - - - 2,658 2,658
Deferred tax assets - - - 47 47
Prepaid expenses and accrued income - - - 29,447 29,447
Derivatives 27,390 - - - 27,390
Other assets - - - 8,764 8,764
Total assets 47,525 60,022 9,981,744 114,155 10,203,446
Liabilities
Deposits and borrowings from the public - - 8,714,032 - 8,714,032
Current tax assets - - - 1,832 1,832
Deferred tax liabilities - - - 5,642 5,642
Accrued expenses and prepaid income - - - 100,318 100,318
Subordinated liabilities - - 245,053 - 245,053
Derivatives - - - - -
Other liabilities - - - 52,864 52,864
Total liabilities - - 8,959,085 160,656 9,119,741
Financial instruments
at fair value through
profit or loss
Fair value
through other
Non
financial
Parent Company, 31 Dec 2019
SEK thousand
Compulsory comprehen
sive income
Amortised
cost
assets and
liabilities
Total
Assets
Cash and balances with central banks - - 238,113 - 238,113
Treasury bills eligible for refinancing - 60,051 - - 60,051
Loans to credit institutions - - 1,022,247 - 1,022,247
Loans to the public - - 4,305,139 - 4,305,139
Shares 21,796 - - - 21,796
Shares in group companies - - 515,511 - 515,511
Intangible assets - - - 28,156 28,156
Tangible assets - - - 1,665 1,665
Current tax assets - - - 11,162 11,162
Deferred tax assets - - - 1,548 1,548
Prepaid expenses and accrued income - - - 12,560 12,560
Derivatives 3,001 - - - 3,001
Other assets - - - 4,428 4,428
Total assets 24,797 60,051 6,081,010 59,519 6,225,377
Liabilities
Deposits and borrowings from the public - - 5,136,820 - 5,136,820
Deferred tax liabilities - - - 7 7
Accrued expenses and prepaid income - - - 56,700 56,700
Subordinated liabilities - - 197,583 - 197,583
Derivatives 2,967 - - - 2,967
Other liabilities - - - 33,530 33,530
Total liabilities 2,967 - 5,334,403 90,237 5,427,607

NOTE 6 Financial assets and liabilities at fair value

For financial instruments measured at fair value in the balance sheet, disclosures are required on fair value measurement by level according to the fair value hierarchy below:

  • Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).
  • Other observable inputs for assets or liabilities are quoted market prices included in Level 1, either directly, i.e. in the form of quoted prices, or indirectly, i.e. derived from quoted prices (Level 2).

• Data for assets or liabilities which are not based on observable market data (non-observable inputs) (Level 3).

The Group also provides information regarding the fair value of certain assets for information purposes.

Group, 31 Dec 2020
SEK thousand
Level 1 Level 2 Level 3 Total
Assets
Treasury bills eligible for refinancing 60,022 - - 60,022
Shares 19,896 239 - 20,135
Derivatives - 27,390 - 27,390
Total assets 79,918 27,629 - 107,547
Liabilities
Derivatives - - - -
Total liabilities - - - -
Group, 31 Dec 2019
SEK thousand
Level 1 Level 2 Level 3 Total
Assets
Treasury bills eligible for refinancing 60,051 - - 60,051
Shares 21,796 265 - 22,061
Derivatives - 3,520 - 3,520
Total assets 81,847 3,785 - 85,632
Liabilities
Derivatives - 2,967 - 2,967
Total liabilities - 2,967 - 2,967
Parent Company, 31 Dec 2020
SEK thousand
Level 1 Level 2 Level 3 Total
Assets
Treasury bills eligible for refinancing 60,022 - - 60,022
Shares 19,896 239 - 20,135
Derivatives - 27,390 - 27,390
Total assets 79,918 27,629 - 107,547
Liabilities
Derivatives - - - -
Total liabilities - - - -
Parent Company, 31 Dec 2019
SEK thousand
Level 1 Level 2 Level 3 Total
Assets
Treasury bills eligible for refinancing 60,051 - - 60,051
Shares 21,796 - - 21,796
Derivatives - 3,001 - 3,001
Total assets 81,847 3,001 - 84,848
Liabilities
Derivatives - 2,967 - 2,967
Total liabilities - 2,967 - 2,967

Financial instruments in Level 2

The fair value of financial instruments not traded in an active market (e.g. OTC derivatives) is determined using various valuation techniques. These valuation techniques use observable market data where available and rely as little as possible on entity-specific information. An instrument is classified as Level 2 if all significant inputs required for fair value measurement of an instrument are observable.

An instrument is classified as Level 3 in cases where one or more of the significant inputs are not based on observable market data.

Specific valuation techniques used to measure financial instruments include:

  • Quoted market prices or dealer quotes for similar instruments.
  • Fair value of currency swap contracts is determined using forward rates at the balance sheet date.

For loans to the public the fair value is based on discounted cash flows using an interest rate based on the market rate at the balance sheet date, which was 13.82 % as at 31 December 2020 and 16.09 % as at 31 December 2019.

Group, 31 Dec 2020
SEK thousand
Carrying amount Fair value Fair value gain (+)/
Fair value loss (-)
Assets
Cash and balances with central banks 1,097,991 1,097,991 -
Treasury bills eligible for refinancing 60,022 60,022 -
Loans to credit institutions 961,478 961,478 -
Loans to the public 7,922,448 7,922,448 -
Shares 20,135 20,135 -
Derivatives 27,390 27,390 -
Total assets 10,089,464 10,089,464 -
Liabilities
Deposits and borrowings from the public 8,714,032 8,714,032 -
Subordinated liabilities 245,053 245,053 -
Derivatives - - -
Total liabilities 8,959,085 8,959,085 -

Note 6 cont.

Group, 31 Dec 2019
SEK thousand
Carrying amount Fair value Fair value gain (+)/
Fair value loss (-)
Assets
Cash and balances with central banks 390,332 390,332 -
Treasury bills eligible for refinancing 60,051 60,051 -
Loans to credit institutions 1,362,459 1,362,459 -
Loans to the public 6,495,780 6,495,780 -
Shares 22,061 22,061 -
Derivatives 3,520 3,520 -
Total assets 8,334,203 8,334,203 -
Liabilities
Deposits and borrowings from the public 7,197,075 7,197,075 -
Subordinated liabilities 197,583 197,583 -
Derivatives 2,967 2,967 -
Total liabilities 7,397,625 7,397,625 -
Parent Company, 31 Dec 2020
SEK thousand
Carrying amount Fair value Fair value gain (+)/
Fair value loss (-)
Assets
Cash and balances with central banks 1,097,991 1,097,991 -
Treasury bills eligible for refinancing 60,022 60,022 -
Loans to credit institutions 960,989 960,989 -
Loans to the public 7,922,448 7,922,448 -
Derivatives 27,390 27,390 -
Total assets 10,068,840 10,068,840 -
Liabilities
Deposits and borrowings from the public 8,714,032 8,714,032 -
Subordinated liabilities 245,053 245,053 -
Derivatives - - -
Total liabilities 8,959,085 8,959,085 -
Parent Company, 31 Dec 2019 Fair value gain (+)/
SEK thousand Carrying amount Fair value Fair value loss (-)
Assets
Cash and balances with central banks 238,113 238,113 -
Treasury bills eligible for refinancing 60,051 60,051 -
Loans to credit institutions 1,022,247 1,022,247 -
Loans to the public 4,305,139 4,305,139 -
Derivatives 3,001 3,001 -
Total assets 5,628,551 5,628,551 -
Liabilities
Deposits and borrowings from the public 5,136,820 5,136,820 -
Subordinated liabilities 197,583 197,583 -
Derivatives 2,967 2,967 -
Total liabilities 5,337,370 5,337,370 -

NOTE 7 Interest income

Group Parent Company
SEK thousand 2020 2019 2020 2019
Interest income from loans to the public 910,486 810,701 910,486 565,242
Other interest income 1,459 2,416 1,459 10,211
Total interest income 911,945 813,117 911,945 575,453
- of which interest income from non-performing loans 12,664 4,851 12,664 5,210
Geographical breakdown of interest income:
Norway 232,758 203,498 232,758 16,548
Finland 222,150 223,889 222,150 179,077
Estonia 128,736 128,483 128,736 128,483
Sweden 112,689 128,572 112,689 122,670
Latvia 91,323 62,953 91,323 62,953
Poland 57,804 47,505 57,804 47,505
Germany 44,045 5,117 44,045 5,117
Lithuania 14,942 5,571 14,942 5,571
Denmark 6,283 6,917 6,283 6,917
Austria 1,215 612 1,215 612
Total interest income 911,945 813,117 911,945 575,453

NOTE 8 Interest expense

Group Parent Company
SEK thousand 2020 2019 2020 2019
Interest expense, deposits from the public -89,215 -69,665 -89,215 -35,254
Interest expense, subordinated liabilities -11,505 -7,542 -11,505 -7,542
Deposit fees to credit institutions -5,632 -3,884 -5,632 -3,830
Other financial expense -16,843 -25,042 -16,296 -23,485
Total interest expense -123,195 -106,133 -122,648 -70,111

NOTE 9 Net fee and commission income

Group Parent Company
SEK thousand 2020 2019 2020 2019
Fee and commission income
Reminder fees 53,211 36,857 53,211 23,454
Insurance premiums 39,873 31,627 39,873 13,059
Other fee and commision income 10,472 4,077 10,472 294
Total fee and commission income 103,556 72,561 103,556 36,807
Fee and commission expense
Insurance expense -11,475 -6,025 -11,475 -2,545
Other fee and commision expense -7,493 -4,468 -7,493 -3,000
Total fee and commission expense -18,968 -10,493 -18,968 -5,545
Net fee and commission income 84,588 62,068 84,588 31,262
Geographical breakdown of fee and commission income:
Norway 39,153 25,316 39,153 1,849
Sweden 29,598 20,205 29,598 17,611
Finland 24,660 21,258 24,660 11,565
Estonia 4,168 1,821 4,168 1,821
Denmark 2,723 2,605 2,723 2,605
Germany 1,650 0 1,650 0
Latvia 1,108 974 1,108 974
Poland 420 366 420 366
Lithuania 44 10 44 10
Austria 32 6 32 6
Total fee and commission income 103,556 72,561 103,556 36,807

NOTE 10 Net results from financial transactions

Group Parent Company
SEK thousand 2020 2019 2020 2019
Exchange rate fluctuations 1,658 -435 1,658 -6,452
Gains/losses on investments in funds and other securities 527 247 527 247
Total net results from financial transactions 2,185 -188 2,185 -6,205

NOTE 11 General administrative expenses

Group Parent Company
SEK thousand 2020 2019 2020 2019
Staff costs
Salaries and fees -107,689 -93,735 -98,171 -56,166
Social security costs -26,999 -24,735 -25,544 -15,827
Pension costs -6,266 -5,819 -6,266 -3,978
Other staff costs -3,509 -2,539 -3,065 -1,234
Total staff costs -144,463 -126,828 -133,046 -77,205
Other general administrative expenses
Information services and customer communication -40,277 -30,998 -40,277 -25,647
IT costs -36,480 -27,918 -36,480 -17,242
Postage and telephone -13,876 -13,418 -13,809 -7,613
Bank fees -10,941 -8,139 -10,941 -3,785
Debt collection costs -7,940 -5,326 -7,940 -5,273
Rent and property costs -3,480 -3,873 -9,285 -6,452
Auditors' remuneration -3,011 -4,454 -3,011 -3,590
Other -35,595 -33,910 -47,719 -30,609
Total other general administrative expenses -151,600 -128,036 -169,462 -100,211
Total general administrative expenses -296,063 -254,864 -302,508 -177,416

NOTE 12 Auditors' remuneration

Group Parent Company
SEK thousand 2020 2019 2020 2019
PricewaterhouseCoopers
Audit assignment 2,248 2,195 2,248 1,602
Audit services in addition to the audit assignment 159 1,197 159 961
Tax advices 35 620 35 585
Other services 569 442 569 442
Total auditors' remuneration 3,011 4,454 3,011 3,590

The amounts include auditors' remuneration for PriceWaterhouseCoopers AB of SEK 2,204 thousand, divided between the audit assignment SEK 1,463 thousand audit services other than the audit assignment SEK 159 thousand and other services SEK 585 thousand.

NOTE 13 Average number of employees, salaries, other remuneration and social security costs

AVERAGE NUMBER OF EMPLOYEES, DISTRIBUTED BETWEEN WOMEN AND MEN:

Group Parent Company
2020 2019 2020 2019
Women 114 100 99 68
Men 98 74 88 46
Total 212 174 187 114

AVERAGE NUMBER OF EMPLOYEES, DISTRIBUTED BETWEEN WOMEN AND MEN, BY COUNTRY:

Group Parent Company
2020 2019 2020 2019
Sweden
Women 35 35 35 34
Men 35 27 35 22
Total 70 62 70 56
Finland
Women 12 10 12 4
Men 11 10 11 4
Total 23 20 23 8
Poland
Women 14 12 14 12
Men 25 19 25 19
Total 39 31 39 31
Estonia
Women 20 18 20 18
Men 2 1 2 1
Total 22 19 22 19
Norway
Women 18 15 18 -
Men 15 12 15 -
Total 33 27 33 -
Latvia
Women 7 7 - -
Men 5 3 - -
Total 12 10 - -
Lithuania
Women 6 3 - -
Men 1 1 - -
Total 7 4 - -
Germany
Women 2 0 - -
Men 4 1 - -
Total 6 1 - -

SALARIES AND REMUNERATION:

Group Parent Company
SEK thousand 2020 2019 2020 2019
Board of Directors and CEO 6,189 6,160 6,189 5,705
Other staff 101,500 87,575 91,982 50,461
Total salaries and remuneration 107,689 93,735 98,171 56,166
Social costs pursual to legislation and agreements 26,999 24,735 25,544 15,827
Pension costs 6,266 5,819 6,266 3,978
Total salaries, remuneration, social security costs and pension costs 140,954 124,289 129,981 75,971

SALARIES AND REMUNERATION FOR BOARD MEMBERS AND SENIOR EXECUTIVES:

Group Parent Company
SEK thousand 2020 2019 2020 2019
Chairman of the Board: John Brehmer
Board fees 1 680 - 680 -
Other benefits - - - -
Pension costs - - - -
Total Chairman of the Board 680 - 680 -
Chairman of the Board: Mari Thjømøe
Board fees 1 - 650 - 650
Other benefits - - - -
Pension costs - - - -
Total Chairman of the Board - 650 - 650
Group Parent Company
SEK thousand 2020 2019 2020 2019
Fees 1
other Board members:
Bertil Larsson 350 300 350 300
Charlotta Björnberg-Paul 330 300 330 300
John Brehmer - 350 - 350
Mari Thjømøe 350 - 350 -
Sara Mindus 300 - 300 -
Tone Bjørnov 400 534 400 400
Board members in subsidiaries - 321 - -
Total 1,730 1,805 1,730 1,350
Group Parent Company
SEK thousand 2020 2019 2020 2019
CEO: Mattias Carlsson
Basic salary 3,650 3,575 3,650 3,575
Variable remuneration - - - -
Other benefits 129 130 129 130
Pension costs 836 820 836 820
Total 4,615 4,525 4,615 4,525

1Expensed in 2019 and 2020 respectively and includes fees that will be paid until the Annual General Meeting during the subsequent year.

Group Parent Company
SEK thousand 2020 2019 2020 2019
Deputy CEO: Mikael Meomuttel
Basic salary 2,268 2,232 2,268 2,232
Variable remuneration - 1,750 - 1,750
Other benefits 150 131 150 131
Pension costs 695 390 695 390
Total 3,113 4,503 3,113 4,503
Other senior executives 1
:
Basic salary 3,986 5,889 3,986 -
Variable remuneration 318 255 318 -
Other benefits 287 245 287 -
Pension costs 572 449 572 -
Total 5,163 6,838 5,163 -

Remuneration of senior executives

In accordance with the requirements regarding disclosure of information in FFFS 2011:1, information on e.g. remuneration framework is provided on the Group's website www.tfbankgroup.com. Salaries and other remuneration for the CEO and other senior executives comprise fixed salary, variable remuneration, commission-based compensation, other benefits and pension.

Commission-based compensation

In 2020, commission-based compensation amounted to SEK 318 thousand (2,005). Additional commission-based compensation is paid on the basis of individual accomplishment of financial targets established for the year. TF Bank has ensured that all targets related to commissionbased compensation for the fiscal year can be measured in a reliable way. None of the commission-based compensation payments are qualifying payments for pension purposes.

Share-based remuneration

At the Annual General Meetings in 2018 a subscription warrant programme was adopted comprising a total of 1,372,338 warrants. The subscription warrants were subscribed for by senior executives. Payment corresponding to the market value has been made and was recognised as other contributed capital under equity. In 2020, the Board of Directors submitted an offer to the holders of the warrants to repurchase their warrants. The offer was utilised for all warrants.

Pensions

The Company's pension obligations are covered through payments to an ITP occupational pension plan. The retirement age for the CEO is 65 and annual supplementary payments are made to a defined contribution plan. The retirement age for other senior executives is between 65 and 67 depending on country of residence and annual supplementary payments are made to a defined contribution plan.

Period of notice and severance pay

According to an agreement between TF Bank AB and the CEO, the period of notice is six months (12 months in the case of termination by the Company). If termination is initiated by the Company, basic salary is payable during the period of notice, however variable remuneration, if agreed before the notice was issued, is not payable. Severance pay is adjusted for salary that the CEO receives from a new employer.

Compensation to the board of directors

Compensation to the members of the Board of Directors, as indicated above, is determined by the Annual General Meetings and refers to annual fees from Annual General Meeting to Annual General Meeting for the years respectively. Board compensation consists of fixed compensation for board work as well as fixed compensation for any committee work. The two committees are the Audit Committee and the Remuneration Committee. The Group does not have any pension entitlements for Board members.

GENDER DISTRIBUTION BOARD MEMBERS AND SENIOR EXECUTIVES

2020 2019
SEK thousand Number on
reporting date
Of which
women (%)
Number on
reporting date
Of which
women (%)
Board members 6 67 6 50
CEO and other senior executives 4 0 4 0

1Other senior executives are the heads of the segments Consumer Lending and Ecommerce Solutions.

NOTE 14 Intangible assets

Group Parent Company
SEK thousand Internally
developed
software
Ongoing
developement
Total Internally
developed
software
Ongoing
developement
Total
2019
Cost, opening balance 60,955 12,454 73,409 38,165 7,025 45,190
Additions during the year 2,858 27,061 29,919 930 14,893 15,823
Reclassification 23,065 -23,163 -98 13,840 -13,938 -98
Sales and disposals - - - - - -
Exchange rate differences 305 22 327 5 - 5
Cost, closing balance 87,183 16,374 103,557 52,940 7,980 60,920
Amortisations, opening balance -35,210 - -35,210 -26,465 - -26,465
Amortisations for the year -12,060 - -12,060 -6,299 - -6,299
Sales and disposals - - - - - -
Exchange rate differences -124 - -124 - - -
Amortisations, closing balance -47,394 - -47,394 -32,764 - -32,764
Carrying amount 39,789 16,374 56,163 20,176 7,980 28,156
2020
Cost, opening balance 87,183 16,374 103,557 52,940 7,980 60,920
Additions from merger - - - 34,243 8,394 42,637
Additions during the year 1,063 25,119 26,182 1,063 25,119 26,182
Reclassification 30,404 -31,010 -606 30,404 -31,010 -606
Sales and disposals -12,030 - -12,030 -12,030 - -12,030
Exchange rate differences -2,395 -230 -2,625 -2,395 -230 -2,625
Cost, closing balance 104,225 10,253 114,478 104,225 10,253 114,478
Amortisations, opening balance -47,394 - -47,394 -32,764 - -32,764
Amortisations from merger - - - -14,630 - -14,630
Amortisations for the year -18,154 - -18,154 -18,154 - -18,154
Sales and disposals 11,775 - 11,775 11,775 - 11,775
Exchange rate differences 1,057 - 1,057 1,057 - 1,057
Amortisations, closing balance -52,716 - -52,716 -52,716 - -52,716
Carrying amount 51,509 10,253 61,762 51,509 10,253 61,762

NOTE 15 Tangible assets

Group Parent Company
Right-of-use
SEK thousand Equipment asset Total Equipment Total
2019
Cost, opening balance 8,814 - 8,814 5,796 5,796
Change in accounting policies, IFRS 16 - 23,646 23,646 - -
Additions during the year 1,186 - 1,186 725 725
Sales and disposals - - - - -
Exchange rate differences 107 - 107 24 24
Cost, closing balance 10,107 23,646 33,753 6,545 6,545
Amortisations, opening balance -6,343 - -6,343 -4,100 -4,100
Amortisations for the year -1,233 -5,097 -6,330 -767 -767
Sales and disposals - - - - -
Exchange rate differences -58 - -58 -13 -13
Amortisations, closing balance -7,634 -5,097 -12,731 -4,880 -4,880
Carrying amount 2,473 18,549 21,022 1,665 1,665
2020
Cost, opening balance 10,107 23,646 33,753 6,545 6,545
Additions from merger - - - 3,330 3,330
Additions during the year 1,870 - 1,870 1,702 1,702
Sales and disposals - - - - -
Exchange rate differences -429 - -429 -462 -462
Cost, closing balance 11,548 23,646 35,194 11,115 11,115
Amortisations, opening balance -7,634 -5,097 -12,731 -4,880 -4,880
Amortisations from merger - - - -2,673 -2,673
Amortisations for the year -1,333 -6,608 -7,941 -1,245 -1,245
Sales and disposals - - - - -
Exchange rate differences 367 - 367 341 341
Amortisations, closing balance -8,600 -11,705 -20,305 -8,457 -8,457
Carrying amount 2,948 11,941 14,889 2,658 2,658

NOTE 16 Other operating expenses

Group Parent Company
SEK thousand 2020 2019 2020 2019
Marketing expenses -17,573 -17,883 -17,573 -16,786
Total -17,573 -17,883 -17,573 -16,786

NOTE 17 Net loan losses

Group Parent Company
SEK thousand 2020 2019 2020 2019
Change in provision for sold non-performing loans -79,605 -113,159 -79,605 -106,001
Realised loan losses -39,707 -48,648 -39,707 -18,215
Recovered from previous write-offs 468 6,949 468 6,884
Change in provision for expected loan losses, stage 1-3 -153,832 -33,776 -153,832 -28,438
Net loan losses -272,676 -188,634 -272,676 -145,770

Loan losses are attributable to Loans to the public and classified as amortised cost.

NOTE 18 Tax on profit for the year

Group Parent Company
SEK thousand 2020 2019 2020 2019
Current tax on profit for the year -54,097 -71,772 -54,046 -43,438
Tax due to changes in tax relating to prior years -164 - -164 -
Other taxes -189 -134 -189 -134
Deferred tax -5,521 4,477 -5,521 1,300
Tax on profit for the year 1 -59,971 -67,429 -59,920 -42,272
Reconciliation of tax on profit for the year
Profit before tax 263,116 289,355 262,639 204,020
Tax according to applicable tax rate -56,307 -61,922 -56,205 -43,660
Tax effect of non-deductible expenses -9,280 -3,385 -9,280 -3,303
Tax effect of non-taxable income 5,918 246 5,918 1,300
Tax effect of income that are not included in the recognised profit or loss - -23 - -23
Tax effect of group contributions paid - - - 3,681
Tax due to changes in tax relating to prior years -164 - -164 -
Tax effect of changed tax rate - -133 - -133
Other taxes -189 -134 -189 -134
Deviating tax rates in other countries 51 -2,078 - -
Tax on profit for the year recognised in the income statement -59,971 -67,429 -59,920 -42,272

1Weighted average tax rate for the Group was 22.8 % (23.3) and the corresponding figure for the Parent Company was 22.8 % (20.7).

NOTE 19 Foreign currency

THE FOLLOWING CURRENCY EXPOSURES ARE AGAINST THE GROUP'S AND THE PARENT COMPANY'S TRANSACTION CURRENCY

Group Parent Company
SEK thousand 31 Dec 2020 31 Dec 2019 31 Dec 2020 31 Dec 2019
Assets in EUR:
Cash and balances with central banks 906,848 225,617 906,848 225,617
Loans to credit institutions 360,271 441,568 359,783 384,960
Loans to the public 4,102,747 3,170,389 4,102,747 3,117,742
Other assets 31,921 23,521 31,409 12,922
Deductions for assets in Eurozone -942,586 -1,375,757 -942,586 -900,371
Total assets 4,459,201 2,485,338 4,458,201 2,840,870
Liabilities in EUR:
Deposits and borrowings from the public -4,996,007 -3,729,924 -4,996,007 -3,729,924
Other liabilities -62,052 -44,698 -61,159 -29,463
Deductions for liabilities in Eurozone 368,866 483,755 368,866 474,251
Total liabilities -4,689,193 -3,290,867 -4,688,300 -3,285,136
Currency forward contracts -351,313 -102,980 -351,313 -
Net exposure in EUR -581,304 -908,510 -581,412 -444,266
Net assets in Eurozone 573,720 892,003 573,720 426,119
Total -7,584 -16,507 -7,692 -18,147
Group Parent Company
SEK thousand 31 Dec 2020 31 Dec 2019 31 Dec 2020 31 Dec 2019
Assets in NOK:
Cash and balances with central banks 179,280 152,219 179,280 -
Loans to credit institutions 92,055 289,608 92,055 34,736
Loans to the public 2,568,152 2,139,646 2,568,152 39,520
Other assets 25,705 52,283 25,705 303,007
Deductions for assets in Norway -2,855,233 -2,534,363 -2,855,233 -
Total assets 9,959 99,393 9,959 377,263
Liabilities in NOK:
Deposits and borrowings from the public -2,715,914 -2,245,601 -2,715,914 -185,346
Other liabilities -49,646 -40,039 -49,646 -2,422
Deductions for liabilities in Norway 2,697,408 2,107,471 2,697,408 -
Total liabilities -68,152 -178,169 -68,152 -187,768
Currency forward contracts -95,456 -346,991 -95,456 -346,991
Net exposure in NOK -153,648 -425,766 -153,648 -157,496
Net assets in Norway 157,825 426,891 157,825 -
Total 4,177 1,125 4,177 -157,496

Note 19 cont.

Group Parent Company
SEK thousand 31 Dec 2020 31 Dec 2019 31 Dec 2020 31 Dec 2019
Assets in PLN:
Cash and balances with central banks 11,863 12,496 11,863 12,496
Loans to credit institutions 26,221 47,055 26,221 47,055
Loans to the public 463,760 434,265 463,760 434,265
Other assets 1,093 5,645 1,093 5,480
Deductions for assets in Poland 1,278 -5,346 1,278 -5,346
Total assets 504,215 494,115 504,215 493,950
Liabilities in PLN:
Other liabilities 1,194 -5,485 1,194 -5,424
Deductions for liabilities in Poland 45,739 72,164 45,739 72,164
Total liabilities 46,933 66,679 46,933 66,740
Currency forward contracts -505,385 -496,234 -505,385 -496,234
Net exposure in PLN 45,763 64,561 45,763 64,458
Net assets in Poland -47,016 -66,819 -47,016 -66,819
Total -1,253 -2,258 -1,253 -2,361
Group Parent Company
SEK thousand 31 Dec 2020 31 Dec 2019 31 Dec 2020 31 Dec 2019
Assets in DKK:
Loans to credit institutions 13,744 4,824 13,744 4,824
Loans to the public 35,591 40,318 35,591 40,316
Other assets 91 153 91 176
Total assets 49,426 45,295 49,426 45,316
Liabilities in DKK:
Other liabilities -658 -958 -658 -958
Total liabilities -658 -958 -658 -958
Currency forward contracts -48,571 -44,698 -48,571 -44,698
Net exposure in DKK 197 -362 197 -339
Total 197 -362 197 -339

THE TABLE BELOW SHOWS OUTSTANDING CURRENCY FORWARD CONTRACTS AT MARKET VALUE IN MILLIONS IN THE RESPECTIVE CURRENCY:

Group Parent Company
31 Dec 2020 31 Dec 2019 31 Dec 2020 31 Dec 2019
EUR 35.0 9.9 35.0 -
NOK 100.0 328.0 100.0 328.0
PLN 228.0 203.0 228.0 203.0
DKK 36.0 32.0 36.0 32.0

NOTE 20 Maturity information

Group Parent Company
SEK thousand 31 Dec 2020 31 Dec 2019 31 Dec 2020 31 Dec 2019
Payable on demand 1,097,991 390,332 1,097,991 238,113
Cash and balances with central banks 1,097,991 390,332 1,097,991 238,113
Remaining term to maturity of up to 3 months 60,022 60,051 60,022 60,051
Treasury bills eligible for refinancing 60,022 60,051 60,022 60,051
Payable on demand 961,478 1,362,459 960,989 1,022,247
Loans to credit institutions 961,478 1,362,459 960,989 1,022,247
Remaining term to maturity of up to 3 months 788,254 944,200 788,254 438,596
Remaining term to maturity of more than 3 months but less than 1 year 1,844,771 1,302,238 1,844,771 899,812
Remaining term to maturity of more than 1 year but less than 5 years 6,639,017 5,718,743 6,639,017 3,862,100
Loans to the public 9,272,042 7,965,181 9,272,042 5,200,508
Payable on demand 20,135 21,796 20,135 21,796
Remaining term to maturity of up to 3 months 103,559 3,520 102,760 258,624
Remaining term to maturity of more than 3 months but less than 1 year - - - -
More than 1 year but less than 5 years 224,259 92,812 212,028 591,575
Other assets 347,953 118,128 334,923 871,995
Payable on demand 6,876,307 6,082,152 6,876,307 4,021,897
Remaining term to maturity of more than 3 months but less than 1 year 501,375 863,944 501,375 863,944
More than 1 year but less than 5 years 1,336,351 250,979 1,336,351 250,979
Deposits and borrowings from the public 8,714,033 7,197,075 8,714,033 5,136,820
Remaining term to maturity of up to 3 months 46,990 - 46,990 -
Remaining term to maturity of more than 5 years 289,945 274,717 289,945 274,717
Subordinated liabilities 336,935 274,717 336,935 274,717
Remaining term to maturity of up to 3 months 128,861 162,401 115,342 4,901
Remaining term to maturity of more than 3 months but less than 1 year 33,355 30,026 33,355 30,026
Remaining term to maturity of more than 1 year but less than 5 years 21,840 1,149 21,840 1,149
Other liabilities 184,056 193,576 170,537 36,076

The amounts given in the table are contracted, non-discounted cash flows and include both interest and repayments, as a result of which the amounts are not directly related to the balance sheet.

NOTE 21 Treasury bills eligible for refinancing

Group Parent Company
SEK thousand 31 Dec 2020 31 Dec 2019 31 Dec 2020 31 Dec 2019
Government securities eligible for refinancing 60,022 60,051 60,022 60,051
Total treasury bills eligible for refinancing, etc. 60,022 60,051 60,022 60,051

NOTE 22 Loans to credit institutions

Group Parent Company
SEK thousand 31 Dec 2020 31 Dec 2019 31 Dec 2020 31 Dec 2019
Accounts receivable Swedish currency 592,409 746,246 592,409 717,561
Accounts receivable foreign currency 369,069 616,213 368,580 304,686
Total loans to credit institutions 961,478 1,362,459 960,989 1,022,247

NOTE 23 Loans to the public

Group Parent Company
SEK thousand 31 Dec 2020 31 Dec 2019 31 Dec 2020 31 Dec 2019
Loans to the household sector 7,914,418 6,477,000 7,914,418 4,030,736
Loans to the corporate sector 1 8,030 18,780 8,030 274,403
Total loans to the public 7,922,448 6,495,780 7,922,448 4,305,139
Loans to the household sector
Stage 1, gross 7,466,964 6,167,888 7,466,964 3,853,824
Stage 2, gross 327,956 311,638 327,956 172,533
Stage 3, gross 2 512,298 223,773 512,298 210,960
Total loans to the household sector, gross 8,307,218 6,703,299 8,307,218 4,237,317
Provisions for expected loan losses, household sector
Stage 1 -127,918 -88,792 -127,918 -76,406
Stage 2 -36,650 -28,322 -36,650 -24,954
Stage 3 2 -228,232 -109,185 -228,232 -105,221
Total provisions for expected loan losses, household sector -392,800 -226,299 -392,800 -206,581
Loans to the household sector
Stage 1, net 7,339,046 6,079,096 7,339,046 3,777,418
Stage 2, net 291,306 283,316 291,306 147,579
Stage 3, net 2 284,066 114,588 284,066 105,739
Total loans to the household sector, net 7,914,418 6,477,000 7,914,418 4,030,736
Geographical distribution of net loans:
Norway 2,566,609 2,140,257 2,566,609 40,131
Finland 2,014,444 1,671,639 2,014,444 1,618,992
Estonia 786,207 783,695 786,207 783,695
Sweden 735,373 709,750 735,373 671,882
Latvia 583,551 503,732 583,551 503,732
Germany 568,511 124,940 568,511 124,940
Poland 464,299 433,828 464,299 433,828
Lithuania 155,985 70,106 155,985 70,106
Denmark 35,763 40,813 35,763 40,813
Austria 11,706 17,020 11,706 17,020
Total loans, net book value 7,922,448 6,495,780 7,922,448 4,305,139

1Lending to the corporate sector consists of a loan in stage 1 to one of the segments foreign partners in Ecommerce Solutions. The Parent company's Loans to the corporate sector 31 December 2019 also comprises loans to the subsidiaries Avarda AB and Avarda Oy.

2 The group continuously sells a part of delinquent loans before they reach stage 3.

LOANS TO THE CORPORATE SECTOR

Group Parent Company
SEK thousand 31 Dec 2020 31 Dec 2019 31 Dec 2020 31 Dec 2019
Loans, gross 8,030 18,780 8,030 274,403
Total loans, net book value 8,030 18,780 8,030 274,403

Provision of credit losses during the period were impacted by several different factors, as described below:

  • Transfers between Stage 1 and Stage 2 or Stage 3 depending on whether the loan has significantly increased (or decreased) in risk or if it has defaulted during the period and thus transferred between 12 month and full lifetime ECL.

  • New loans during the period and also loans removed from the portfolio in the same period. (Increases due to issue and purchase and decline due to derecognition from the statement of financial position).

  • Changes in risk factors as Probability of default (PD), Exposure at default (EAD) and Loss given default (LGD), arising because the model has been updated with new amounts.

  • Changes in macroeconomic scenarios based on macroeconomic factors.

  • Exchange rate differences.

receivables Non doubtful Doubtful
receivables
Stage 1 Stage 2 Stage 3
Group
SEK thousand
12 month
expected loan
losses
Lifetime
expected loan
losses
Lifetime
expected loan
losses
Total
Loans to the public, gross, opening balance 1 January 2020 6,186,669 311,638 223,773 6,722,080
Financial assets added during the year 7,304,603 - - 7,304,603
Repayments -4,645,305 -227,421 -24,632 -4,897,358
Financial assets sold during the year - -289,846 -48,537 -338,383
Stage transfers -912,877 545,826 367,051 -
- from 1 to 2 -697,126 697,126 - -
- from 1 to 3 -296,954 - 296,954 -
- from 2 to 1 81,203 -81,203 - -
- from 2 to 3 - -70,097 70,097 -
- from 3 to 2 - - - -
Exchange rate differences -458,095 -12,241 -5,357 -475,693
Loans to the public, gross, closing balance 31 December 2020 7,474,995 327,956 512,298 8,315,249
Provision for expected loan losses, opening balance
1 January 2020
-88,792 -28,322 -109,185 -226,299
Changes reported as net loan losses
Financial assets added during the year -108,678 - - -108,678
Repayments 56,037 10,154 2,855 69,046
Financial assets sold during the year - 10,584 30,975 41,559
Stage transfers 7,784 -32,012 -156,708 -180,936
- from 1 to 2 4,355 -38,978 - -34,623
- from 1 to 3 4,511 - -131,559 -127,048
- from 2 to 1 -1,082 4,420 - 3,338
- from 2 to 3 - 2,546 -25,149 -22,603
- from 3 to 2 - - - -
Exchange rate differences 5,732 2,946 3,831 12,509
Provision for expected loan losses, closing balance -127,918 -36,650 -228,232 -392,800

31 December 2020

Non doubtful
receivables
Doubtful
receivables
Stage 1 Stage 2 Stage 3
Group
SEK thousand
12 month
expected loan
losses
Lifetime
expected loan
losses
Lifetime
expected loan
losses
Total
Loans to the public, gross, opening balance 1 January 2019 4,257,021 219,972 115,240 4,592,233
Financial assets added during the year 6,037,302 - - 6,037,302
Repayments -3,323,695 -63,310 -11,477 -3,398,482
Financial assets sold during the year - -539,768 -50,790 -590,558
Stage transfers -860,212 691,540 168,672 -
- from 1 to 2 -853,498 853,498 - -
- from 1 to 3 -118,602 - 118,602 -
- from 2 to 1 111,889 -111,889 - -
- from 2 to 3 - -50,069 50,069 -
- from 3 to 2 - - - -
Exchange rate differences 76,252 3,204 2,129 81,585
Loans to the public, gross, closing balance 31 December 2019 6,186,668 311,638 223,773 6,722,080
Provision for expected loan losses, opening balance
1 January 2019
-69,357 -19,365 -54,287 -143,009
Changes reported as net loan losses
Financial assets added during the year -84,006 - - -84,006
Repayments 54,943 20,300 991 76,234
Financial assets sold during the year - 12,807 32,083 44,890
Stage transfers 10,542 -41,825 -86,892 -118,175
- from 1 to 2 10,395 -50,059 - -39,663
- from 1 to 3 2,198 - -68,929 -66,731
- from 2 to 1 -2,051 6,468 - 4,417
- from 2 to 3 - 1,766 -17,964 -16,198
- from 3 to 2 - - - -
Exchange rate differences -915 -239 -1,080 -2,234
Provision for expected loan losses, closing balance
31 December 2019
-88,792 -28,322 -109,185 -226,299

CHANGE IN PROVISION FOR NET LOAN LOSSES

Parent company
SEK thousand
31 Dec 2020 31 Dec 2019
Opening balance according to IFRS 9 -206,581 -129,111
Change by merger -19,718 -
Change in provision for sold non-performing loans -79,605 -106,001
Reversal of provision for sold non-performing loans 79,605 106,001
Change in provision for expected loan losses in stage 1 -43,728 -14,734
Change in provision for expected loan losses in stage 2 -9,757 -8,054
Change in provision for expected loan losses in stage 3 -128,858 -53,593
Exchange rate fluctuations 15,842 -1,089
Closing balance -392,800 -206,581

NOTE 24 Goodwill

Group Parent company
SEK thousand 31 Dec 2020 31 Dec 2019 31 Dec 2020 31 Dec 2019
Acquisition cost, opening balance 12,753 12,753 - -
Change during the year
Merger - - 12,753 -
Translation differences - - - -
Acquisition cost, closing balance 12,753 12,753 12,753 -
Amortisations, opening balance - - - -
Change during the year
Amortisations according to plan - - -1,276 -
Amortisations, closing balance - - -1,276 -
Carrying amount 12,753 12,753 11,477 -

The Group's goodwill arose as a result of the acquisition of the Norwegian subsidiary BB Bank ASA.

Goodwill impairment testing of the cash generating unit was conducted ahead of the balance sheet date. Calculations are based on estimated future cash flows after tax based on financial forecasts approved by the Executive Management and covering a three-year period, which is in line with the Group's business plan. Important assumptions made in respect of the approved forecasts comprise average loan portfolio, new lending and margins. The average growth rate used is based on the Company's own plans and estimates of future performance. Beyond the period covered by the forecast, estimated growth corresponds to Riksbanken's inflation targets. Estimated cash flows have been discounted using an interest rate based on risk-free interest and risk adjustment corresponding to the average required rate of return. The calculation of recoverable amount is based on value in use.

A change in the assumptions concerning growth rate and discount rate of +/- 1 percentage point would not result in a need to recognise impairment losses. TF Bank's judgement is that there is room for a reasonable change in both the growth rate assumption and the discount factor.

NOTE 25 Other assets

Group Parent Company
SEK thousand 31 Dec 2020 31 Dec 2019 31 Dec 2020 31 Dec 2019
Derivatives 27,390 3,520 27,390 3,001
Receivable debt collection agency - 9,883 - -
Other assets 8,989 5,595 8,764 4,428
Total other assets 36,379 18,998 36,154 7,429

NOTE 26 Deferred tax

Group Parent Company
SEK thousand 31 Dec 2020 31 Dec 2019 31 Dec 2020 31 Dec 2019
Deferred tax assets
Deferred tax attributable to loss carryforwards - 1,395 - -
Deferred tax attributable to tax paid abroad 47 1,548 47 1,548
Deferred tax assets 47 2,943 47 1,548
Deferred tax liabilities
The difference between the income tax recognised in the income statement and
income tax on operations comprises:
Deferred tax on unrealised currency derivatives 5,642 143 5,642 7
Deferred tax on temporary differences 5,642 143 5,642 7
The deferred tax liabilities are expected to be settled as follows:
Within 12 months 5,642 143 5,642 7
Later than within 12 months - - - -
5,642 143 5,642 7
The gross change in deferred tax is as follows:
Opening balance 2,800 1,402 1,541 2,613
Recognised in the income statement -8,395 -270 -7,136 -1,072
Recognised in other comprehensive income - 1,668 - -
Closing balance -5,595 2,800 -5,595 1,541

Deferred tax attributable to loss carryforwards refers to non-time-limited loss carryforwards in Sweden, Finland and Norway.

NOTE 27 Liabilities to credit institutions

The subsidiary BB Bank ASA has previously had a credit facility of NOK 30 million (corresponding to SEK 31.7 million on 31 December 2019). The credit has been terminated in connection with the merger that took place in the beginning of 2020. Thus, there is no credit facility left on 31 December 2020.

NOTE 28 Deposits and borrowings from the public

Group Parent Company
SEK thousand 31 Dec 2020 31 Dec 2019 31 Dec 2020 31 Dec 2019
Germany 4,657,899 3,288,116 4,657,899 3,288,116
Norway 2,715,914 2,245,601 2,715,914 185,346
Sweden 1,002,111 1,221,550 1,002,111 1,221,550
Finland 338,108 441,808 338,108 441,808
Total deposits and borrowings from the public 8,714,032 7,197,075 8,714,032 5,136,820

Deposits and borrowings from the public only occur in the household sector. Deposits in Sweden, Norway and Germany are payable on demand and on maturity. Deposits in Finland are payable on demand. Deposits with maturity amounts to 32 % (23) of total deposits from the public. Maturities are shown in Note 20.

Note 28 cont.

CHANGES IN DEPOSITS AND BORROWINGS FROM THE PUBLIC

Group Parent Company
SEK thousand 31 Dec 2020 31 Dec 2019 31 Dec 2020 31 Dec 2019
Opening balance 7,197,075 5,096,463 5,136,820 4,061,396
Change by merger - - 2,060,255 -
Change for the year 2,008,132 1,973,123 2,008,132 1,012,982
Exchange rate fluctuations -491,175 127,489 -491,175 62,442
Closing balance 8,714,032 7,197,075 8,714,032 5,136,820

NOTE 29 Other liabilities

Group Parent Company
SEK thousand 31 Dec 2020 31 Dec 2019 31 Dec 2020 31 Dec 2019
Debts to ecommerce partners 35,272 22,469 35,272 8,471
Lease liabilities 11,880 18,318 - -
Accounts payables 8,107 14,770 8,033 13,839
Derivatives - 2,967 - 2,967
Debts to group companies - - - 4,585
Other liabilities 9,786 16,916 9,559 6,635
Total other liabilities 65,045 75,440 52,864 36,497

NOTE 30 Accrued expenses and prepaid income

Group Parent Company
SEK thousand 31 Dec 2020 31 Dec 2019 31 Dec 2020 31 Dec 2019
Accrued interest on deposits from the public 26,457 17,274 26,457 16,760
Accrued salaries and holiday pay liability 19,003 16,329 18,501 9,556
Accrued social security costs 9,687 8,040 9,587 5,179
Accrued interest on loans to the public 2,235 1,799 2,235 1,799
Other accrued expenses and prepaid income 43,693 34,055 43,538 23,406
Total accrued expenses and prepaid income 101,075 77,497 100,318 56,700

NOTE 31 Subordinated liabilities

Group Parent Company
SEK thousand 31 Dec 2020 31 Dec 2019 31 Dec 2020 31 Dec 2019
Dated subordinated loans 245,053 197,583 245,053 197,583
Total 245,053 197,583 245,053 197,583

Subordinated loans are subordinated to other liabilities.

Issuing date Nominal amount (SEK thousand) Interest rate terms Maturity date
2015-12-14 1 47 000 STIBOR 3 months +6,25% 2025-12-14
2019-09-27 100 000 STIBOR 3 months +4,65% 2029-09-27
2020-12-14 100 000 STIBOR 3 months +5,50% 2030-12-14

NOTE 32 Appropriations

Parent Company
SEK thousand 31 Dec 2020 31 Dec 2019
Dissolution of tax allocation reserve - 20,659
Total - 20,659

NOTE 33 Transactions with related parties

Consortio Invest AB, corporate identity number 556925-2819, has largely the same owners as TF Bank's parent company, TFB Holding AB, corporate identity number 556705-2997. Transactions with other related parties, as shown in the table below, refer to transactions between TF Bank and the companies that are part of the Consortio Group. All transactions took place at the prevailing market rate.

Group Parent Company
SEK thousand 31 Dec 2020 31 Dec 2019 31 Dec 2020 31 Dec 2019
The following transactions took place between companies within the Group:
Interest income - - - 12,307
Other income - - - 807
General administrative expenses -3,250 -2,033 -16,210 -8,546
Total -3,250 -2,033 -16,210 4,568
Group Parent Company
SEK thousand 31 Dec 2020 31 Dec 2019 31 Dec 2020 31 Dec 2019
The following transactions have been made with other related parties:
Interest income (transaction costs) -57,440 -71,212 -57,440 -71,212
General administrative expenses -3,301 -4,584 -3,301 -4,584
Total -60,741 -75,796 -60,741 -75,796
Acquisition of assets and liabilities from other related parties:
Ecommerce Solutions 630,718 793,497 630,718 793,497
Total 630,718 793,497 630,718 793,497

1An issued amount of SEK 100 000 thousand. On 14 December 2020 an amount of SEK 53 000 thousand has been redeemed and the outstanding balance of SEK 47 000 thousand was redeemed on 14 March 2021.

Group Parent Company
SEK thousand 31 Dec 2020 31 Dec 2019 31 Dec 2020 31 Dec 2019
Assets at the end of the year as a result of transactions between Group companies:
Loans to credit institutions - - - 8,807
Loans to the public - - - 255,623
Total - - - 264,430
Liabilities at the end of the year as a result of transactions between Group
companies:
Other liabilities - - - 4,585
Total - - - 4,585
Group Parent Company
SEK thousand 31 Dec 2020 31 Dec 2019 31 Dec 2020 31 Dec 2019
Assets at the end of the year as a result of transactions with other related parties:
Other assets 781 100 781 101
Total 781 100 781 101
Liabilities at the end of the year as a result of transactions with other related parties:
Other liabilities 343 6,565 343 6,565
Total 343 6,565 343 6,565

NOTE 34 Shares and participations in Group companies

TFB Service UAB TFB Service SIA TFB Service
GmbH
Avarda AB -
Group
BB Bank ASA
Country of registration and operation Lithuania Latvia Germany Sweden Norway
Operation Administration Administration Administration Financial Financial
Number of shares 1 1 25,000 2,000 236,000,000
Percentage of shares owned by TF Bank, % 100 100 100 100 100
Carrying amount as at 31 December 2020 25 26 264 - -
Operating income 2020 1,728 3,834 1,071 - -
Profit before tax 2020 88 -868 150 - -
Tax on profit 2020 -5 -1 -45 - -
Average number of employees 2020 7 12 6 - -
TFB Service Avarda AB -
TFB Service UAB TFB Service SIA GmbH Group BB Bank ASA
Carrying amount as at 1 January 2019 25 26 - 218,625 215,196
Shareholders' contribution - - - 17,200 -
Group contribution - - 264 - 64,175
Carrying amount as at 31 December 2019 25 26 264 235,825 279,371
Carrying amount as at 1 January 2020 25 26 264 235,825 279,371
Merger 1 - - - -235,825 -279,371
Carrying amount as at 31 December 2020 25 26 264 - -

1In 2020, the Avarda AB Group and BB Bank ASA were merged with TF Bank AB.

NOTE 35 Capital adequacy analysis

Background

Information in this document about the Bank's capital adequacy refers to information that must be provided in accordance with Chapter 6, Sections 3-4 of the Swedish Financial Supervisory Authority's regulations and general guidelines (2008:25) regarding annual reporting by credit institutions and investment firms and which relates to information set out in Articles 92(3)(d, f), 437(b) and 438 of Regulation (EU) No 575/2013 and in Chapter 8, Section 7 of the Swedish Financial Supervisory Authority's regulations and general guidelines (FFFS 2014:12) regarding prudential requirements and capital buffers, as well as in Column A, Annex 6 of Commission Implementing Regulation (EU) No 1423/2013, and in accordance with the Swedish Financial Supervisory Authority's regulations (FFFS 2019:2) on amendments for regulations and general guidelines (2008:25). Other information required pursuant to FFFS 2014:12 and Regulation (EU) No 575/2013 is provided on the Bank's website www.tfbankgroup.com.

TF Bank is the responsible institution and is under the supervision of the Swedish Financial Supervisory Authority. As a result, the company is subject to the rules governing credit institutions in Sweden. TF Bank AB is a listed company which means that the stock exchange rules are also applicable.

Information about own funds and capital requirements

The Group and Parent Company's statutory capital requirements are governed by the Swedish Special Supervision of Credit Institutions and Investment Firms Act (2014:968), Regulation (EU) No 575/2013, the Act on Capital Buffers (2014:966) and the Swedish Financial Supervisory Authority's regulations and general guidelines on prudential requirements and capital buffers (FFFS 2014:12).

The purpose of the regulations is to ensure that that Parent Company can manage risks and protect customers. The regulations state that own funds must cover the capital requirements including the minimum capital requirements according to Pillar 1 and applicable buffer requirements.

Reporting to the Swedish FSA is only made for the legal entity TF Bank AB after the group structure was simplified by merging TF Bank AB with its wholly owned subsidiaries BB Bank ASA, Avarda AB and Avarda Oy. This means that the bank no longer has a consolidated situation according to the regulations for capital adequacy. The capital adequacy analysis for the Group is thus prepared only for comparability between the periods.

On 7 February 2020 the Swedish FSA approved TF Bank's application to include the interim profit in own funds for TF Bank AB subject to the auditor's review of the surplus, and that the surplus has been calculated in accordance with applicable accounting rules, that the foreseeable costs and dividends have been deducted in accordance with Regulation (EU) No 575/2013 and that the calculation has been made in accordance with Regulation (EU) No 241/2014. The CET1 capital complies with the requirements of Regulation (EU) No 575/2013.

IFRS 9 Transitional arrangements

The Bank has notified the Swedish Financial Supervisory Authority that the Bank applies the transitional arrangements according to Article 473a of 2017/2395/EU pursuant to paragraphs 2 and 4. Table according to "Final Report on the guidelines on uniform disclosure of IFRS 9 transitional arrangements", EBA, 2018-01-12, is included in the information published under Part 8 of 575/2013/EU and can be found on the Bank's website www.tfbankgroup.com.

Capital planning

The strategies and methods used by TF Bank to measure and maintain capital requirements according to Regulation (EU) No 575/2013 are based on the Bank's risk management. Risk management seeks to identify and analyse the risks inherent in TF Bank's operations and to set appropriate limits for these risks and ensure that controls are in place. Risks are monitored and controls are performed on an ongoing basis to ensure limits are not exceeded. TF Bank has a centralised function for independent risk control which reports directly to the CEO and whose task it is to analyse development of risks and, where required, suggest changes to governing documents and processes, both for overarching risk management and specific areas.

TF Bank has its own internal capital and liquidity adequacy assessment process (ICAAP/ILAAP) to assess whether the internal capital is adequate to serve as the basis for current and future operations and to ensure that the amount and composition of own funds is appropriate. The process is a tool that ensures that the bank clearly and correctly identifies, measures and manages all the risks to which TF Bank is exposed and makes an assessment of its internal capital adequacy requirements on the basis of this. As part of the process, TF Bank must have appropriate governing and control functions and risk management systems in place. TF Bank's ICAAP/ILAAP is performed at least annually.

In TF Bank, the starting point for ICAAP/ILAAP is risk identification and self-assessment workshops with senior executives. Against the background of this risk analysis, each individual risk is analysed and management of the risk is document. Reference is made to applicable governing documents and policies. The risks are then quantified on the basis of the method that the Group deems to be appropriate for each type of risk. Each risk type is then assessed to establish if additional capital is required to cover the specific risk type according to Pillar 2. The assessment is based on Pillar 1 capital requirements according to Regulation (EU) No 575/2013 and additional capital is added where necessary for other risks. The ICAAP/ILAAP is then subjected to stress testing to ensure that bank's capital adequacy and liquidity level can be maintained in stressed market conditions. TF Bank uses forward-looking scenarios based on the Company's three-year business plan.

Leverage ratio

The leverage ratio is a non-risk sensitive capital requirement defined in Regulation (EU) no 575/2013 (CRR). The ratio states the amount of equity in relation to total assets including items that are not recognized in the balance sheet and is calculated by the Tier 1 capital as a percentage of the total exposure measure.

THE GROUP'S AND THE PARENT COMPANY'S CAPITAL SITUATION

Group Parent Company
SEK thousand 31 Dec 2020 31 Dec 2019 31 Dec 2020 31 Dec 2019
Common Equity Tier 1 capital (CET1) 972,387 793,733 973,823 729,710
Additional Tier 1 capital (AT1) 100,000 100,000 100,000 100,000
Tier 2 capital 245,053 197,583 245,053 197,583
Own funds 1 1,317,440 1,091,316 1,318,876 1,027,293
Risk exposure amount 7,594,155 6,266,037 7,582,576 5,035,725
- of which: credit risk 6,450,650 5,309,328 6,438,797 4,120,480
- of which: credit valuation adjustment 7,491 2,672 7,491 2,363
- of which: market risk - - - 178,343
- of which: operational risk 1,136,014 954,037 1,136,288 734,539
Capital ratios
CET1 capital ratio, % 12.8 12.7 12.8 14.5
Tier 1 capital ratio, % 14.1 14.3 14.2 16.5
Total capital ratio, % 17.3 17.4 17.4 20.4

THE GROUP'S CAPITAL REQUIREMENTS

31 Dec 2020 31 Dec 2019
Group
SEK thousand
Amount Percent 2 Amount Percent 2
Capital requirement
CET1 capital requirement 341,737 4.5 281,972 4.5
Tier 1 capital requirement 455,649 6.0 375,962 6.0
Total capital requirement 607,532 8.0 501,283 8.0
Institution-specific buffer requirement
Total buffer requirement 212,636 2.8 230,590 3.7
- of which, capital conservation buffer requirement 189,854 2.5 156,651 2.5
- of which, countercyclical buffer requirement 22,782 0.3 73,939 1.2
Total CET1 capital requirement including buffer requirement
CET1 capital requirement including buffer requirement 554,373 7.3 512,562 8.2
CET1 capital available to use as buffer 630,650 8.3 511,761 8.2
Additional capital requirement under Pillar 2
CET1 capital 49,743 0.7 38,287 0.6
Tier 1 capital 60,402 0.8 46,492 0.7
Total capital 74,614 1.0 57,431 0.9
- of which, concentration risk 73,425 1.0 55,548 0.9
- of which, currency risk 1,189 0.0 1,883 0.0
Total capital requirement (including Pillar 2)
CET1 capital 604,116 8.0 550,849 8.8
Tier 1 capital 728,687 9.6 653,044 10.4
Total capital 894,783 11.8 789,304 12.6

1 After any regulatory adjustments.

2 Capital requirements expressed as a percentage of the risk exposure amount.

THE PARENT COMPANY'S CAPITAL REQUIREMENTS

31 Dec 2020 31 Dec 2019
Parent Company
SEK thousand
Amount Percent 1 Amount Percent 1
Capital requirement
CET1 capital 341,216 4.5 226,608 4.5
Tier 1 capital 454,955 6.0 302,144 6.0
Total capital 606,606 8.0 402,858 8.0
Institution-specific buffer requirement
Total buffer requirement 212,312 2.8 173,229 3.4
- of which, capital conservation buffer requirement 189,564 2.5 125,893 2.5
- of which, countercyclical buffer requirement 22,748 0.3 47,336 0.9
Total CET1 capital requirement including buffer requirement
CET1 capital requirement including buffer requirement 553,528 7.3 399,837 7.9
CET1 capital available to use as buffer 632,607 8.3 503,102 10.0
Additional capital requirement under Pillar 2
CET1 capital 49,662 0.7 32,742 0.7
Tier 1 capital 60,304 0.8 39,758 0.8
Total capital 74,493 1.0 49,113 1.0
- of which, concentration risk 73,294 1.0 46,795 0.9
- of which, currency risk 1,199 0.0 2,318 0.1
Total capital requirement (including Pillar 2)
CET1 capital 603,190 8.0 432,579 8.6
Tier 1 capital 727,571 9.6 515,131 10.2
Total capital 893,411 11.8 625,200 12.4

OWN FUNDS

Group Parent Company
SEK thousand 31 Dec 2020 31 Dec 2019 31 Dec 2020 31 Dec 2019
CET1 capital
Share capital 107,500 107,500 107,500 107,500
Other contributed capital - 2,786 62,762 28,464
Reserves 3,301 3,303 - 2,786
Retained earnings including net profit for the period 872,744 681,479 813,443 559,020
Adjustments to CET1 capital:
- Deduction of foreseeable costs and dividends 2 -21,500 - -21,500 -
- Transitional arrangements IFRS 9 84,857 67,581 84,857 60,096
- Intangible assets -61,762 -56,163 -61,762 -28,156
- Deferred tax assets that rely on future profitability -12,753 -12,753 -11,477 -
Total CET1 capital 972,387 793,733 973,823 729,710
Additional Tier 1 capital
Perpetual subordinated loan 100,000 100,000 100,000 100,000
Tier 2 capital
Fixed term subordinated loan 245,053 197,583 245,053 197,583
Own funds 1,317,440 1,091,316 1,318,876 1,027,293

1 Capital requirements expressed as a percentage of the risk exposure amount.

2 Deduction of dividends from own funds has been made in accordance with the Board of Directors' proposal to the Annual General Meeting.

SPECIFICATION OF RISK EXPOSURE AMOUNT AND CAPITAL REQUIREMENT

31 Dec 2020 31 Dec 2019
Group
SEK thousand
Risk
exposure
amount
Capital
requirement
8 %
Risk
exposure
amount
Capital
requirement
8 %
Credit risk under the standardised approach
Corporate exposures 8,927 714 19,097 1,528
Household exposures 5,857,782 468,623 4,823,663 385,893
Secured by collateral 217 17 276 22
Exposures in default 327,336 26,187 127,657 10,213
Exposures to institutions with a short-term credit assessment 209,092 16,727 288,975 23,118
Equity exposures 239 19 264 21
Other items 47,057 3,765 49,396 3,952
Total 6,450,650 516,052 5,309,328 424,747
Credit valuation adjustment
Standardised method 7,491 599 2,672 214
Total 7,491 599 2,672 214
Market risk 1
Foreign exchange risk - - - -
Total - - - -
Operational risk
Standardised approach 1,136,014 90,881 954,037 76,323
Total 1,136,014 90,881 954,037 76,323
Total risk exposure amount and total capital requirement 7,594,155 607,532 6,266,037 501,284

1 The capital requirement for foreign exchange risk is calculated in accordance with Article 351 of Regulation (EU) 575/2013.

SPECIFICATION OF RISK EXPOSURE AMOUNT AND CAPITAL REQUIREMENT

31 Dec 2020 31 Dec 2019
Risk Capital Risk Capital
Parent company exposure requirement exposure requirement
SEK thousand amount 8 % amount 8 %
Credit risk under the standardised approach
Institute exposures - - 1,761 141
Corporate exposures 8,927 714 270,774 21,662
Household exposures 5,857,782 468,623 3,006,377 240,510
Secured by collateral 217 17 - -
Exposures in default 327,336 26,187 92,312 7,385
Exposures to institutions with a short-term credit assessment 208,994 16,720 217,425 17,394
Equity exposures 555 44 515,511 41,241
Other items 34,986 2,799 16,320 1,306
Total 6,438,797 515,104 4,120,480 329,639
Credit valuation adjustment
Standardised method 7,491 599 2,363 189
Total 7,491 599 2,363 189
Market risk 1
Foreign exchange risk - - 178,343 14,267
Total - - 178,343 14,267
Operational risk
Standardised approach 1,136,288 90,903 734,539 58,763
Total 1,136,288 90,903 734,539 58,763
Total risk exposure amount and total capital requirement 7,582,576 606,606 5,035,725 402,858

LEVERAGE RATIO

Group Parent Company
TSEK 31 Dec 2020 31 Dec 2019 31 Dec 2020 31 Dec 2019
Tier 1 capital 1,072,387 893,733 1,073,823 829,710
Leverage ratio exposure 10,531,142 8,621,974 10,517,624 6,419,415
Leverage ratio, % 10.2 10.4 10.2 12.9

1 The capital requirement for foreign exchange risk is calculated in accordance with Article 351 of Regulation (EU) 575/2013.

NOTE 36 Pledged assets, contingent liabilities and commitments

ASSETS PLEDGED FOR OWN LIABILITIES

Group Parent Company
SEK thousand 31 Dec 2020 31 Dec 2019 31 Dec 2020 31 Dec 2019
Relating to current liabilities to credit institutions
Loans - 31,737 - -
Other assets pledged - 414 - -
Total - 32,151 - -

The subsidiary BB Bank ASA continuously pledged parts of its loans as collateral in 2019. The pledge was related to collateral for BB Bank ASA's credit facility of NOK 30 million. As a result of the merger between TF Bank AB and BB Bank ASA in the beginning of 2020, the credit facility was closed and there are no longer any pledged assets in the Group.

COMMITMENTS

Group Parent Company
SEK thousand 31 Dec 2020 31 Dec 2019 31 Dec 2020 31 Dec 2019
Unutilized credit limits 957,332 535,974 957,332 328,301
Future total minimum lease payments for non-cancellable operating
leases 25,024 24,279 22,733 16,883
Total commitments 982,356 560,253 980,065 345,184

OPERATING LEASE COMMITMENTS

The Group leases a number of offices under non-cancellable operating leases. Lease terms vary from 3 to 6 years and most leases can be extended at the end of lease term for a fee on market terms.

Future total minimum lease payments for non-cancellable operating leases are as follows:

Group Parent Company
SEK thousand 31 Dec 2020 31 Dec 2019 31 Dec 2020 31 Dec 2019
Within 1 year 7,714 6,031 6,853 4,598
Between 1 and 5 years 17,310 17,532 15,879 12,285
More than 5 years - 716 - -
Total 25,024 24,279 22,733 16,883

According to the Board's assessment, TF Bank has no contingent liabilities.

NOTE 37 Events after 31 December 2020

No significant events have occurred after year-end.

NOTE 38 Proposed appropriation of profit or loss

SEK
Tier 1 capital instrument 100,000,000
Retained earnings 610,723,937
Profit for the year 202,719,120
913,443,057
The Board proposes:
a dividend of SEK 1.00 per share (21,500,000 shares) 21,500,000
to be carried forward 891,943,057
Total 913,443,057

Board of Directors' assessment of the proposed dividend

The proposed dividend will reduce the equity ratio 1 to 10.41 %. Against the background that the Company's operations remain profitable, the equity ratio is at a satisfactory level. Liquidity risk is expected to remain significantly above the level set out in the Company's policy for management of liquidity risk. Consequently, the Board's view is that the proposed dividend will not prevent the Company from fulfilling its obligations in the short and long term, nor from completing any necessary investments. The proposed dividend is therefore justifiable pursuant to what is stated in the Swedish Companies Act, Chapter 17, Section 3, paragraphs 2-3.

1 See separate section with definitions, page 103

ASSURANCE BY THE BOARD OF DIRECTORS AND THE CEO

The Board of Directors and CEO certify that the annual report has been prepared in accordance with generally accepted accounting principles in Sweden and that the consolidated annual accounts have been prepared in accordance with the International Financial Reporting Standards (IFRS/IAS) referred to in Regulation (EC) No 1606/2002 of the European Parliament and of the Council of 19 July 2002 on the application of international accounting standards. The annual report gives a true and fair view of the financial position and results of the Group and Company. The Directors' Report for the Group and Company gives a true and fair overview of the development of the operations, financial position and results of the Group and Company and describes material risks and uncertainties that the Company and the companies in the Group face.

Borås, 18 March 2021

John Brehmer Chairman

Mari Thjømøe Bertil Larsson

Charlotta Björnberg-Paul Tone Bjørnov Sara Mindus

Mattias Carlsson President and CEO

We submitted our Auditor's Report on 18 March 2021.

PricewaterhouseCoopers AB

Martin By Authorised Public Accountant Auditor in Charge

AUDITOR'S REPORT

To the general meeting of the shareholders of TF Bank AB, corporate identity number 556158-1041

REPORT ON THE ANNUAL ACCOUNTS AND CONSOLIDATED ACCOUNTS

Opinions

We have audited the annual accounts and consolidated accounts of TF Bank AB for the year 2020. The annual accounts and consolidated accounts of the company are included on pages 11-76 in this document.

In our opinion, the annual accounts have been prepared in accordance with the Annual Accounts Act for Credit Institutions and Securities Companies and present fairly, in all material respects, the financial position of parent company and the group as of 31 December 2020 and their financial performance and cash flow for the year then ended in accordance with the Annual Accounts Act for Credit Institutions and Securities Companies. The consolidated accounts have been prepared in accordance with the Annual Accounts Act for Credit Institutions and Securities Companies and present fairly, in all material respects, the financial position of the group as of 31 December 2020 and their financial performance and cash flow for the year then ended in accordance with International Financial Reporting Standards (IFRS), as adopted by the EU, and the Annual Accounts Act for Credit Institutions and Securities Companies. The statutory administration report is consistent with the other parts of the annual accounts and consolidated accounts.

We therefore recommend that the general meeting of shareholders adopts the income statement and balance sheet for the parent company and the group.

Our opinions in this report on the annual accounts and consolidated accounts are consistent with the content of the additional report that has been submitted to the parent company's audit committee in accordance with the Audit Regulation (537/2014) Article 11.

Basis for Opinions

We conducted our audit in accordance with International Standards on Auditing (ISA) and generally accepted auditing standards in Sweden. Our responsibilities under those standards are further described in the Auditor's Responsibilities section. We are independent of the parent company and the group in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements. This includes that, based on the best of our knowledge and belief, no prohibited services referred to in the Audit Regulation (537/2014) Article 5.1 have been provided to the audited company or, where applicable, its parent company or its controlled companies within the EU.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions.

Our audit approach

Audit scope

We designed our audit by determining materiality and assessing the risks of material misstatement in the consolidated financial statements. In particular, we considered where management made subjective judgements; for example, in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits, we also addressed the risk of management override of internal controls, including among other matters consideration of whether there was evidence of bias that represented a risk of material misstatement due to fraud.

We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion on the consolidated financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the group operates.

Our audit has been based on our risk assessment and materiality calculation. All branches that has been assessed as significant for the Group has been included in the scope for the audit. The audit has included both the local branch in Sweden, as well as the branches in Poland, Norway and Finland. The audits conducted in other territories have been performed by component auditors within the PwC Network. We have through group audit instructions, communicated to other auditors regarding our risk assessment, the audit procedures we expect to be performed and how their audit should be reported back to us. We also have an ongoing dialogue with the auditors of the subsidiaries regarding risks, work performed and their reporting to us in order to conclude if sufficient audit evidence have been obtained so we can conclude on the consolidated financial statements as a whole.

Materiality

The scope of our audit was influenced by our application of materiality. An audit is designed to obtain reasonable assurance whether the financial statements are free from material misstatement. Misstatements may arise due to fraud or error. They are considered material if individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the consolidated financial statements.

Based on our professional judgement, we determined certain quantitative thresholds for materiality, including the overall group materiality for the consolidated financial

statements as a whole as set out in the table below. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually and in aggregate on the financial statements as a whole.

Key audit matters

Key audit matters of the audit are those matters that, in our professional judgment, were of most significance in our audit of the annual accounts and consolidated accounts of the current period. These matters were addressed in the context of our audit of, and in forming our opinion thereon, the annual accounts and consolidated accounts as a whole, but we do not provide a separate opinion on these matters.

Key audit matter How our audit responded to key audit matter

Provision for expected loan losses

A high level of judgement is involved in determining the appropriate impairment loss to be recognised.

Expected credit losses (ECL) are calculated as a function of the probability of default, the exposure at default and the loss given default, as well as the timing of the loss. Loans are categorised into three stages depending on the level of credit risk or changes in credit risk for each individual loan. For loans without significant increase in credit risk, stage 1, expected credit losses are calculated for estimated defaults within 12 months. For loans where there is a significant increase in credit risk, stage 2, or loans in default, stage 3, a lifetime of expected losses are calculated.

The bank uses adjustments to the model-driven ECL results to address emerging trends.

Refer to the Annual Report Note 23 – Loans to the Public, Note 2 Accounting Policies and Note 3 – Financial risks and financial risk management.

Our audit included a combination of testing of internal controls over financial reporting and substantive testing of the bank's assessment of the provision.

We obtained an understanding of the credit process and testing controls including the governance structure, segregation of duties and key controls in the lending processes.

Our substantive testing has consisted of review and validation of models used and assumptions relating to the calculation of the provision for expected credit losses as well as an assessment of the results of the models. We have also tested a sample of impairment models to ensure that the model calculator is working as described in the model documentation. We also tested, compared and assessed previous estimations against actual incurred credit losses to assess the accuracy in TF Bank's models through reviewing potential gains or losses at the sale of the past due loans.

We evaluated the assessment of posting adjustments to the model driven ECL.

We assessed the disclosures in the Annual Report 2020 related to provision for expected loan losses.

Other Information than the annual accounts and consolidated accounts

This document include other information than the annual accounts and consolidated accounts which is found on pages 1-10 and 81-106. The Board of Directors and the Managing Director are responsible for the other information.

Our opinion on the annual accounts and consolidated accounts does not cover this other information and we do not express any form of assurance conclusion regarding this other information.

In connection with our audit of the annual accounts and consolidated accounts, our responsibility is to read the information identified above and consider whether the information is materially inconsistent with the annual accounts and consolidated accounts. In this procedure we also take into account our knowledge otherwise obtained in the audit and assess whether the information otherwise appears to be materially misstated.

If we, based on the work performed concerning this information, 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.

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 annual accounts and consolidated accounts and that they give a fair presentation in accordance with the Annual Accounts Act for Credit Institutions and Securities Companies. 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 annual accounts and consolidated accounts that are free from material misstatement, whether due to fraud or error.

In preparing the annual accounts and consolidated accounts, The Board of Directors and the Managing Director are responsible for the assessment of the company's and the group's ability to continue as a going concern. They disclose, as applicable, matters related to going concern and using the going concern basis of accounting. The going concern basis of accounting is however not applied if the Board of Directors and the Managing Director intend to liquidate the company, to cease operations, or has no realistic alternative but to do so.

The Board Audit Committee shall, without prejudice to the Board of Director's responsibilities and tasks in general, among other things oversee the company's financial reporting process.

Auditor's responsibility

Our objectives are to obtain reasonable assurance about whether the annual accounts and consolidated accounts as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinions. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and generally accepted auditing standards in Sweden will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these annual accounts and consolidated accounts.

A further description of our responsibility for the audit of the annual accounts and consolidated accounts is available on Revisorsinspektionen's website: www.revisorsinspektionen.se/revisornsansvar. This description is part of the auditor´s report.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

Opinions

In addition to our audit of the annual accounts and consolidated accounts, we have also audited the administration of the Board of Director's and the Managing Director of TF Bank AB for the year 2020 and the proposed appropriations of the company's profit or loss.

We recommend to the general meeting of shareholders that the profit be appropriated in accordance with the proposal in the statutory administration report and that the members of the Board of Director's and the Managing Director be discharged from liability for the financial year.

Basis for Opinions

We conducted the audit in accordance with generally accepted auditing standards in Sweden. Our responsibilities under those standards are further described in the Auditor's Responsibilities section. We are independent of the parent company and the group in accordance with professional ethics for accountants in Sweden and have otherwise fulfilled our ethical responsibilities in accordance with these requirements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinions.

Responsibilities of the Board of Directors and the Managing Director

The Board of Directors is responsible for the proposal for appropriations of the company's profit or loss. At the proposal of a dividend, this includes an assessment of whether the dividend is justifiable considering the requirements which the company's and the group's type of operations, size and risks place on the size of the parent company's and the group' equity, consolidation requirements, liquidity and position in general.

The Board of Directors is responsible for the company's organization and the administration of the company's affairs. This includes among other things continuous assessment of the company's and the group's financial situation and ensuring that the company´s organization is designed so that the accounting, management of assets and the company's financial affairs otherwise are controlled in a reassuring manner. The Managing Director shall manage the ongoing administration according to the Board of Directors' guidelines and instructions and among other matters take measures that are necessary to fulfill the company's accounting in accordance with law and handle the management of assets in a reassuring manner.

Auditor's responsibility

Our objective concerning the audit of the administration, and thereby our opinion about discharge from liability, is to obtain audit evidence to assess with a reasonable degree of assurance whether any member of the Board of Directors or the Managing Director in any material respect:

  • has undertaken any action or been guilty of any omission which can give rise to liability to the company, or
  • in any other way has acted in contravention of the Companies Act, the Banking and Financing Business Act, the Annual Accounts Act for Credit Institutions and Securities Companies or the Articles of Association.

Our objective concerning the audit of the proposed appropriations of the company's profit or loss, and thereby our opinion about this, is to assess with reasonable degree of assurance whether the proposal is in accordance with the Companies Act.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with generally accepted auditing standards in Sweden will always detect actions or omissions that can give rise to liability to the company, or that the proposed appropriations of the company's profit or loss are not in accordance with the Companies Act.

A further description of our responsibility for the audit of the administration is available on Revisorsinspektionen's website: www.revisorsinspektionen.se/revisornsansvar. This description is part of the auditor's report.

PricewaterhouseCoopers AB, 113 97 Stockholm, was appointed auditor of TF Bank AB (publ) by the general meeting of the shareholders on 7 May 2020 and has been the company's auditor since the 1989.

Stockholm 18 March 2021 PricewaterhouseCoopers AB

Martin By Authorised Public Accountant Auditor in Charge

CORPORATE GOVERNANCE REPORT

TF Bank AB (publ), corporate identity number 556158-1041

INTRODUCTION

The shares in TF Bank AB (publ) ("TF Bank") have been listed on Nasdaq Stockholm's main market since 14 June 2016. The Company is the Parent Company in the TF Bank Group, which conducts banking operations and is under the supervision of the Swedish Financial Supervisory Authority. TF Bank complies with several laws and regulations pertaining to good corporate governance and control of the business, such as the Swedish Banking and Financing Business Act (2004:297), the Consumer Credit Act (2010:1846), the Swedish Companies Act (2005:551), the Annual Accounts Act (1995:1554), Act (1995:1559) on Annual Accounts in Credit Institutions and Securities Companies Act, the Swedish Corporate Governance Code ("the Code"), Nasdaq's rulebook for issuers and International Financial Reporting Standards. TF Bank also adheres to a number of regulations and general guidelines issues by the Swedish Financial Supervisory and the European Banking Authority (EBA). TF Bank has prepared this Corporate Governance Report in accordance with the Annual Accounts Act and the Code.

TF Bank is domiciled in Borås and is authorised by the Swedish Financial Supervisory Authority to conduct banking operations in Sweden, and also in Norway, Finland, Estonia and Poland via bank branches. In addition, TF Bank conducts cross-border activities in Denmark, Latvia, Lithuania, Germany and Austria in accordance with the Swedish Banking and Financing Business Act. In addition, the company has three small service subsidiaries: TFB Service UAB, TFB Service SIA och TFB Service GmbH.

OWNERSHIP

Ownership structure 31 December 2020:

Owner Number
of shares
Share of
equity, %
1 TFB Holding AB 7,229,859 33.63
2 Tiberon AB 3,179,291 14.79
3 Erik Selin Fastigheter AB 2,688,708 12.51
4 Proventus Aktiebolag 1,109,300 5.16
5 Jack Weil 1,000,200 4.65
6 Nordnet Pensionsförsäkring AB 912,908 4.25
7 Merizole Holding LTD 507,495 2.36
8 Futur Pension 340,269 1.58
9 Skandia fonder 288,445 1.34
10 Carnegie Fonder 257,761 1.20
11 Avanza Pension 224,413 1.04
12 CBLDN-EQ Nordic Small CAP 205,242 0.95
13 Pareto Nordic Return 203,980 0.95
14 Anders Simon Klein 200,000 0.93
15 BNY Mellon NA 195,000 0.91
16 Six Sis AG 186,974 0.87
17 AB Monarda 156,000 0.73
18 Mattias Carlsson 154,432 0.72
19 Bank Julius Bear & Co LTD 122,500 0.57
20 Stena Metall Finans 121,848 0.57
Other shareholders 2,215,375 10.29
Total 21,500,000 100.00

Source: Euroclear

The largest owner, TFB Holding AB, with a total holding of 33.63 % as at 31 December 2020, is represented on the Nomination Committee through Paul Källenius.

CORPORATE GOVERNANCE AND RISK MANAGEMENT IN TF BANK

GROUP STRUCTURE

List of companies included in consolidation for accounting and supervisory purposes:

Parent
Company
Subsidiaries Corporate
identity
number
Interest Consolidation
(superv./acc.)
TF Bank AB
(publ) 556158-1041
TFB Service Full/
UAB 304785170 100% Full
TFB Service Full/
SIA 40203015782 100% Full
TFB Service
GmbH
HRB 208869 B 100% Full/
Full

ARTICLES OF ASSOCIATION

The Articles of Association are adopted by the AGM and contain mandatory information on the basic nature of TF Bank's operations. The Articles of Association, which are available on the Company's website www.tfbankgroup. com, set out, inter alia, the kind of business to be conducted by the Company, the limits for the share capital, share classes and number of votes per share, as well as the number of Board members. The Articles of Association do not contain any provisions on the appointment or dismissal of Board members or on amendments to the Articles of Association.

GENERAL MEETING OF SHAREHOLDERS

TF Bank's shareholders can exercise their decision-making rights at the General Meeting of Shareholders. According to the Swedish Companies' Act, the General Meeting is the Company's highest decision-making body, which takes decisions on such issues as amendments to the Articles of Association, discharge from liability, adoption of balance sheets and income statements, dividends, election of board members, auditors and fees to board members and auditors. The Companies Act and Articles of Association contain rules governing the General Meeting and what this should include.

ANNUAL GENERAL MEETING 2020

The 2020 Annual General Meeting was held in Stockholm on 7 May 2020. Due to the spread of Covid-19, shareholders were provided with the opportunity of postal voting with the support of the temporary exception law for general meetings. The AGM resolved in accordance with all proposals that had been put forward. Among other resolutions, the AGM resolved to of the total funds of SEK 659,019,908 that were at the AGM's disposal, the full amount were to be carried forward into the next period, in accordance with the Swedish Financial Supervisory Authority's request regarding dividends. The AGM also resolved that the Board members and CEO were to be discharged from liability for the financial year 2019.

The AGM resolved that the Board of Directors shall consist of six members. John Brehmer, Bertil Larsson, Tone Bjørnov, Charlotta Björnberg-Paul and Mari Thjømøe were re-elected as board members and Sara Mindus was elected as a new board member. John Brehmer was elected as Chairman of the Board. CEO Mattias Carlsson was dismissed from the Board. PricewaterhouseCoopers AB was elected as auditor for the period until the end of the Annual General Meeting in 2021, with Authorised Public Accountant Martin By as Auditor in charge.

The AGM resolved to authorise the Board of Directors to decide, on one or more occasions in the period up until the next AGM, on a new issue of shares, with or without deviation from shareholders' preferential rights. The number of shares issued pursuant to the authorisation may correspond to an increase in share capital of not more than twenty per cent based on the Company's share capital at the time of the AGM in 2020. The AGM also authorised the Board of Directors to decide, in the period up until the next AGM, on acquisitions and transfers of shares in TF Bank. The Company shall not acquire more shares than that its holding, including shares otherwise acquired and held, does not at any given time exceed five per cent of the total number of shares in the Company.

The AGM also resolved on a change in wording in article 9 item 1 in the Articles of Association regarding shareholders' rights to participate at a general meeting. The full Articles of Association as well as minutes and information regarding the 2020 AGM are available at www.tfbankgroup.com.

NOMINATION COMMITTEE

According to a resolution by the 2020 AGM on the appointment of the Nomination Committee, the three largest shareholders in terms of voting power who wish to participate in the Nomination Committee will have the right to appoint one member each. The member representing the largest shareholder should be appointed Chairman of the Nomination Committee. The members of the Nomination Committee were appointed on the basis of the ownership structure as at 31 August 2020.

The Nomination Committee shall prepare proposals in the following matters to be submitted to the AGM:

  • Proposal for a Chairman for the general meeting;
  • Proposal for the Board of Directors;
  • Proposal for Chairman of the Board;
  • Proposals for Board fees with the distribution between the Chairman and other Board members, and fees for Committee work;
  • Proposals for auditors; and
  • Proposal for remuneration to the Company's auditors
  • The Nomination Committee shall apply Regulation 4.1 of the Code for the preparation of a proposal for the Board of Directors, in order to achieve a balanced Board composition in terms of broad range of qualifications.

The Nomination Committee ahead of the AGM in 2021 comprises:

  • Paul Källenius, representing TFB Holding AB
  • Erik Selin, representing Erik Selin Fastigheter AB
  • Jonas Weil, representing Merizole Holding LTD 1
  • Paul Källenius has been appointed Chairman of the Nomination Committee

The composition of the Nomination Committee was disclosed through a press release and on the Company's website on 29 October 2020.

BOARD OF DIRECTORS

The Board of Directors has the ultimate responsibility for TF Bank's organisation and management. In addition, the Board shall supervise the CEO and ensure that TF Bank's financial position is examined in a satisfactory manner. The decisions taken by the Board should seek to promote shareholders' interests with respect to value generation and returns. The Board's duties and working methods are governed by the Companies Act, the Articles of Association and the Board's Rules of Procedure (see below). The duties and work of the Board of TF Bank as a regulated company are also governed by the Banking and Financing Business Act. The responsibilities and duties of the Board of Directors include establishing objectives and strategies for the Company's operations, striving to ensure that the

1 Since 18 February 2021, Jonas Weil represents Proventus Aktiebolag.

organisation and operations of the Company's business are characterised by internal governance and control, preparing internal regulations on risk management and risk control and regularly following up compliance, ensuring that there is an audit function and monitoring the Company's financial position. Furthermore, it is the task of the Board of Directors to appoint the CEO, adopt instructions for the CEO's work and monitor the outcome of this work. The Board of Directors receives regular reports from internal and external auditors and from the CEO and CFO.

The Board of Directors is responsible for considering TF Bank's risk-taking and has established rules for a resolutions procedure, financial reporting and financing. There are also guidelines for work in other areas, such as: environment, ethics, quality, information, staff, IT and security monitoring and communication.

The Board's work follows annually established rules of procedure which comprise the matters to be dealt with by the Board at each ordinary meeting and the division of duties within the Board, with special commitments for the Chairman. The rules of procedure also set out rules for financial reporting to the Board and more detailed rules for the responsibilities and powers of the CEO.

According to the Articles of Association, the Board of Directors should comprise not less than three and not more than ten ordinary members. Information about the Board representatives is available at www.tfbankgroup.com and on page 101.

Significant matters

In 2020, the Board held sixteen meetings, of which four were ordinary meetings, nine were additional/telephone meetings and three meetings were held by correspondence. Two of the additional meetings were held due to issues related to Covid-19.

Date Significant matters raised at the board meetings
2020-01-17 Decision on procuration rights for the company's
Finnish branch
2020-02-05 Year-end report 2019
2020-03-27 Notice to attend the AGM on 7 May 2020
2020-03-27 Update of policies, guidelines and instructions.
Adoption of pillar 3 report, Report from internal audit
and decision on annual plan for 2020
2020-04-05 Discussion on the macroeconomic situation follow
ing Covid-19, the Board decides on an additional
provision of SEK 30 million
2020-04-15 Interim report Q1 2020
2020-04-23 Decision to enable postal voting to the AGM
2020-05-07
(const.)
Adoption of rules of procedures on the Board of Di
rectors including rules of procedures on Audit Com
mittee and Renumeration Committee respectively as
well as adoption of CEO instructions. Appointment
of authorised signatories
2020-05-28 Decision to offer to repurchase warrants
2020-06-24 Adoption of ICAAP 2020 and credit policy
2020-07-13 Interim report Q2 2020
2020-09-22 Decision to halt new lending in the Polish opera
tions within Consumer Lending, updates of policies,
guidelines and instructions
2020-10-14 Interim report Q3 2020
2020-11-29 Decision to issue a T2 bond of SEK 100 million
2020-12-16 Approval of budget for 2021, updates of policies,
guidelines and instructions, Decision to adopt acti
vity plan for 2021 and the reported risk assessment
for the risk control and compliance function. Deci

Board attendance was as follows:

Independent of
major shareholders
Attendance
No 16 of 16
Yes 15 of 16
Yes 15 of 16
Yes 15 of 16
Yes 16 of 16
Yes 8 of 16
No 8 of 16

sion on new sustainability program.

CEO Mattias Carlsson and CFO Mikael Meomuttel participated in all meetings.

Reporting to the Board of Directors and Board committees

The Board of Directors receives a monthly financial report, including balance sheet and income statements as well as information on the Company's capital and liquidity situation. Additionally, the CEO, CFO and the risk control, compliance and credit risk functions report directly to the Board of Directors at each ordinary Board meeting.

The overarching responsibilities of the Board of Directors cannot be delegated but the Board of Directors is assisted by two committees: The Audit Committee and the Remuneration Committee.

Remuneration Committee

The Remuneration Committee shall meet twice (2) a year and its main role is to support the Board in its work to ensure that risks associated with TF Bank's remuneration system are measured, managed and reported. The Remuneration Committee is also responsible for assisting the Board in establishing standards and principles for decisions on remuneration of TF Bank's staff and Executive Management and in ensuring that the remunerations systems are compatible with applicable laws and regulations. The Board of Directors decides on remuneration of the CEO, Deputy CEO, Compliance Officer and Chief Risk Officer following the preparatory work of the Remuneration Committee.

The Remuneration Committee shall prepare a remuneration policy for the Company and present it to the Board of Directors for approval. At least once (1) a year, the Board of Directors must adopt a remuneration policy covering all TF Bank staff in accordance with the Swedish Financial Supervisory Authority's regulations on remuneration systems in credit institutions and investment firms. Adoption of the remuneration policy is based on an analysis that is performed annually in order to identify employees whose work has had a significant impact on TF Bank's risk profile.

The remuneration policy stipulates that remuneration and other benefits must be competitive in order to promote TF Bank's long-term interests and to discourage excessive risk-taking. A more detailed description of remuneration paid in 2020 can be found on TF Bank's website: www.tfbankgroup.com.

In connection with the AGM, the Board of Directors appointed the Remuneration Committee by new election of Bertil Larsson, John Brehmer and Charlotta Björnberg-Paul.

All members of the Remuneration Committee have been members of the Board. Board member Bertil Larsson is Chairman of the Remuneration Committee.

In 2020, the Remuneration Committee held two (2) minuted meetings. Attendance at Committee meetings was as follows:

Board member Attendence
Bertil Larsson (Committee Chairman) 2 of 2
John Brehmer 2 of 2
Charlotta Björnberg-Paul 2 of 2

Audit Committee

The Audit Committee is responsible for the preparation of the Board's work on quality assurance of the Company's financial reporting, internal control and risk management. The Audit Committee carries out the preparatory work by looking at critical accounting issues and the financial reports submitted by the Company.

In addition, the Audit Committee shall meet with the Company's auditor on a regular basis to monitor adherence to accounting policies, obtain information about changes in current regulations as well as information about the focus and scope of the audit, and to discuss coordination of the external and internal audit and the view of the Company's risks. The Audit Committee shall also review and monitor the impartiality and independence of the auditor, paying particular attention to whether the auditor provides the Company with services other than audit services.

The Audit Committee shall also evaluate the work carried out by the auditor and inform the Company's Nomination Committee of the outcome of the evaluation and assist the Nomination Committee in the preparation of proposals for auditor and setting the fee for the audit work. The Audit Committee shall meet at least four times per financial year and otherwise as required. Minutes must be taken at each meeting and be distributed to all Board members.

In connection with the AGM, the Board of Directors appointed the Audit Committee by re-electing Tone Bjørnov, Mari Thjømøe and John Brehmer.

All members of the Audit Committee have been members of the Board. Board member Tone Bjørnov is Chairman of the Audit Committee.

In 2020, the Audit Committee held eight (8) minuted meetings. Attendance at Committee meetings was as follows:

Board member Attendance
Tone Bjørnov (Committee Chairman) 7 of 8
Mari Thjømøe 8 of 8
John Brehmer 8 of 8

The CEO, CFO and Head of Group Accounting were present at all meetings, the bank's CEO and auditor in charge from PwC also attended several meetings.

Remuneration of Board members

The 2020 AGM resolved on the following remuneration for Board members:

  • Chairman of the Board SEK 600,000,
  • Other members of the Board SEK 300,000,
  • Chairman of the Audit Committee SEK 100,000,
  • Other members of the Audit Committee SEK 50 000,
  • Chairman of the Remuneration Committee SEK 50 000,
  • Other members of the Remuneration Committee

SEK 30 000.

Evaluation of the Board's work

The Board of Directors regularly performs a systematic evaluation where Board members are offered the opportunity to give their views on working methods, Board materials, their own and other members' contributions to the Board's

work in order to develop the work performed by the Board, and to provide the Nomination Committee with relevant information required for decisions ahead of the AGM. The evaluation before the AGM in 2021 was carried out and the results of the evaluation have been presented to the Board of Directors and Nomination Committee.

CEO AND EXECUTIVE MANAGEMENT

The CEO is responsible for the management of the Company in accordance with the Swedish Companies Act and the instructions of the Board of Directors. The CEO is responsible for keeping the Board of Directors informed of the Company's operations and for ensuring that the Board of Directors is provided with as true and accurate information as possible on which to base decisions.

As at 31 December 2020, TF Bank's Executive Management comprised: Mattias Carlsson (CEO), Mikael Meomuttel (CFO), Espen Johannesen (Head of Consumer Lending) and Mikael Johansson (Head of Ecommerce Solutions).

Further information about the Executive Management representatives is available at www.tfbankgroup.com and on page 101.

Remuneration of senior executives

The AGM in 2020 adopted the following guidelines for remuneration of TF Bank's senior executives:

These guidelines comprise the CEO, CFO as well as any other members of the senior management. The guidelines shall be applied on remuneration which has been agreed upon, and changes made to already agreed remuneration, after the guidelines has been adopted by the 2020 AGM. The guidelines do not compromise remuneration which has been agreed upon by the AGM.

Guidelines for promoting the banks business strategy, long-term interests and sustainability

TF Bank was founded 1987 and is an internet-based niche bank offering consumer banking services and e-commerce solutions through a proprietary IT platform with a high degree of automation. Deposit and lending activities are conducted in Sweden, Finland, Norway, Denmark, Estonia, Latvia, Lithuania, Poland, Germany and Austria through branch or cross-border banking. From 2020 the operations are divided into three segments: Consumer Lending, Ecommerce Solutions and Credit Cards.

A successful implementation of the banks business strategy and the safeguarding of the bank's long-term interests, including its sustainability, requires the bank to be able to recruit and retain qualified members of staff. This means that the bank must be able to offer a competitive remuneration package. The guidelines enable the bank to offer a competitive remuneration package to its executive management.

Variable cash remuneration which are compromised by these guidelines should aim to promote the Company's business strategy and long-term interests, including its sustainability.

The forms of remuneration etc.

The remuneration shall be competitive and may comprise the following components: fixed salary, variable remuneration, pensions and other economic benefits. In addition, the Annual General Meeting may decide upon, for example, share- and share price-related remuneration.

The fulfilment of criterions for variable cash remuneration must be measurable over a time period of one or several years. The variable cash remuneration may amount to a maximum of 100 per cent of the total fixed salary during the measurement period.

Furthermore, the following applies in accordance with the regulations in place with regards to remuneration in banks. Variable remuneration can be emanated in the form of shares, and there shall be a limit to the maximum result. Payment of variable remuneration shall be postponed and be made conditional on that the criteria on which the remuneration is based was shown to be sustainable in the long-term and on that the group's position has not declined substantially. If the conditions for payment are not met, the remuneration shall be cancelled in whole or in part.

Pension benefits, including health insurance, shall be premium-determined, insofar as the executive is not covered by a collective bargaining agreement and/or premium based benefit. Pension premiums for defined contribution schemes may amount to a maximum of 25 per cent of pension-based income.

Regarding employment conditions that are governed by rules other that Swedish, in so far as pension benefits and other benefits are concerned, appropriate adjustments are made to comply with such mandatory rules or fixed local practices, whereby the general purpose of these guidelines should be met as far as possible.

Termination of employment

In the event of termination of employment by the bank, the notice period may not exceed 12 months. Fixed salary during the notice period and severance pay may not, in total, exceed an amount corresponding to the fixed salary for 6-12 months. In the event of termination by the executive, the notice period may not exceed six months, and there will be no right to receive severance pay.

Furthermore, compensation for any commitment to restrict competition may be received. Such remuneration shall compensate for any loss of income and shall only be paid to the extent that the former executive has no right to severance pay. The remuneration shall be based on the fixed salary at the time of termination and shall be paid during the period subject to the restriction of competition, which shall not exceed 6-12 month after termination of employment.

Criteria for distributing variable remuneration

The variable remuneration shall be linked to pre-determined and measurable criteria's that may be financial or non-financial. The criteria's may also be individualized quantitative or qualitative goals. The criteria's must be designed to promote the banks business strategy and long-term interests including its sustainability, for example by having a clear link to the business strategy or promoting the long-term development of the executive.

When the measurement period for fulfillment of the criteria for payment of variable remuneration has been completed, the extent to which the criteria's have been met shall be assessed and determined, respectively. The Board of Directors are responsible for such an assessment in respect of variable cash remuneration to senior executives. The fulfillment of financial criteria's must be determined based on the latest financial information published by the company.

Salary and terms of employment for the employees

In preparing the Boards proposal for these remuneration guidelines, salaries and terms of employment for the banks employees have been considered in that information about employees' total remuneration, the components of the remuneration and the increase and rate of remuneration over time have been part of the Boars decision when evaluating the reasonableness of the guidelines and the limitations that follow.

The decision-making process to establish, review and implement the guidelines

The Board of Directors shall establish proposals for new guidelines when there is a need for significant changes, at least every 4 years. The proposals shall be submitted for the resolution at the AGM. The guidelines shall apply until new guidelines have been adopted by the AGM. The board shall also follow and evaluate programs for variable remuneration for the executives, the application of guidelines for remuneration senior executives, as well as current remuneration structures and remuneration levels in the bank. The CEO and other members of executive management shall not attend board meeting when decisions are being made about remuneration-related issues, insofar as they are affected by the issues.

Deviations from the guidelines

The Board of Directors may decide to temporarily deviate from the guidelines, in whole or part, if there are special reasons that motivate such action in an individual case and deviation is necessary to meet the banks long-term interests, including its sustainability, or to ensure the banks financial viability.

Commission-based compensation for senior executives

In 2020, commission-based compensation amounted to SEK 318 thousand (2,005). Additional commission-based compensation is paid on the basis of individual attainment of financial targets established for the year. TF Bank has ensured that all targets related to commission-based compensation for the fiscal year can be measured in a reliable way. None of the commission-based compensation payments are qualifying payments for pension purposes.

INTERNAL GOVERNING DOCUMENTS

In addition to laws, ordinances, regulations, etc. TF Bank has a number of internal governing documents relating to daily management. These have been adopted by the Board of Directors, CEO or other managers and include the Articles of Association, the Board of Directors' Rules of Procedure, instructions for the Audit Committee and Remuneration Committee, instructions for the CEO and financial reporting to the Board, insider policy, risk management policy, credit policy, remuneration policy, management of ethical issues and conflicts of interest (code of conduct), outsourcing, business continuity, liquidity management, financial policy, capital policy, governing documents for risk control, compliance and internal audit, handling of complaints and anti-money laundering and terrorist financing policy. All governing documents are available on the intranet.

EXTERNAL AUDITORS

The Company's external auditors are appointed by the AGM. It is the responsibility of the external auditors to review the Annual Report and the financial statements, as well as the work of the Board of Directors and the CEO. In 2020, PricewaterhouseCoopers AB was appointed auditor of the Company with Authorised Public Accountant Martin By as auditor in charge.

Information about fees and reimbursement of expenses for the auditors is presented in Note 12.

INTERNAL CONTROL AND RISK MANAGEMENT

First line of defence

TF Bank's activities primarily comprise three business areas; Consumer Lending, Ecommerce Solutions and Credit Cards, and four group-wide support functions, Credits, Finance, Operations and IT.

Risk management is based on the business and support units and includes all employees. In the first line of defence, managers of units/functions are responsible for daily risk management and compliance, and for taking appropriate action in the event of unwanted risk exposure or failing compliance within the respective business areas. Reporting lines are to the immediate manager, the Compliance, Risk Control and Information Security functions or the CEO.

Second line of defence - Compliance, Information Security and Risk Control

The independent control functions Compliance, Information Security and Risk Control examine, evaluate and report to the Executive Management and the Board of Directors regarding risks and compliance. The work of the three functions is governed by instructions established by the Board of Directors. The control functions in the second line of defence are responsible for reviewing risk management and compliance in the first line of defence but should also provide support for the latter.

An independent review of compliance with external and internal regulations is carried out by the Compliance function in accordance with applicable laws and regulations in the countries where TF Bank has operations, as well as the Swedish Financial Supervisory Authority's (or equivalent) regulations and general guidelines on governance and control in credit institutions. The Compliance function is organised under the CEO and reports directly to the Board of Directors and is regularly reviewed by the internal audit function. TF Bank's Chief Compliance Officer is Niclas Carling. The Compliance function is independent of all business units and support functions.

Independent risk control and monitoring of risk management in TF Bank is carried out by the internal independent Risk Control function in accordance with current risk practice, the Swedish Financial Supervisory Authority's regulations and general guidelines on governance, risk management and control in credit institutions as well as applicable guidelines and recommendations issued by the EBA. The Risk Control function is also organised under the CEO and reports directly to the Board of Directors and is regularly reviewed by the internal audit function. Reporting to the Board of Directors covers the Company's capital position, liquidity risk, credit risk, market risk and operational risk, including any incidents.

TF Bank's Chief Risk Officer is Magnus Löfgren. The Risk Control function seeks to ensure that all risks in the business are identified and highlighted. The function's responsibilities include independent monitoring and analysis of how risks at an aggregate level develop over time, and to report on these to the Board of Directors and management. The function's responsibilities also include contributing to the development of risk management processes, for instance by providing methods for identification, measurement, analysis and reporting of risks. The Risk Control function works independently of all business units and support functions.

Information security is achieved by analysing the bank's processes and defining vulnerability based on confidentiality, accuracy, availability and traceability. The function is responsible for defining appropriate levels of security measures, including policies and routines, processes, organisational structures and functions in software and hardware based on the bank's information assets and its risk classification. The work of the information security function is based on TF Bank's Information Security instruction and Instruction for classification, marking and handling of information and IT systems. TF Bank's Chief Information Security Officer (CISO) is Navaz Sumar.

Third line of defence - Internal audit

TF Bank's internal audit is an independent audit function, reporting directly to the Board of Directors. The internal audit is primarily responsible for providing the Board of Directors with reliable and objective evaluation of risk management, financial reporting and control and governance processes in order to reduce the occurrence of risks and improve the control structure. TF Bank's internal audit carried out by KPMG AB and the person principally responsible for the task was Åsa Feivik. The audits are performed according to an audit plan adopted by the Board of Directors.

The internal audit function reviews and assesses whether systems, internal controls and procedures are appropriate and effective and issues recommendations and monitors adherence to the recommendations. In 2020, the audit performed by the internal audit function in addition to the mandatory areas included a general assessment of governance, internal control and risk management within TF Bank's operations in Estonia as well as the bank's adaption to the Swedish Financial Supervisory Authority's credit risk regulation FFFS 2018:16.

The Board of Directors issues and revises all the policies that form the framework for the business at least annually.

INFORMATION IN ACCORDANCE WITH CHAPTER 6, SECTION 2 OF THE ACT (2014:968) ON SPECIAL SUPER-VISION OF CREDIT INSTITUTIONS AND INVESTMENT FIRMS AND CHAPTER 8, SECTION 2 OF THE FINANCIAL SUPERVISORY AUTHORITY'S REGULAIONS ON PRU-DENTIAL REQUIREMENTS AND CAPITAL BUFFERS (FFFS 2014:12)

TFB Service UAB, TFB Service SIA and TFB Service GmbH are 100% owned by TF Bank. All companies are wholly owned subsidiaries and as the sole or majority shareholder, TF Bank is able to control the companies by exercising its voting rights at the AGM. Through its shareholding, TF Bank is also able to determine the board that is elected at each company's AGM.

THE BOARD OF DIRECTORS' DESCRIPTION OF INTERNAL CONTROL AND RISK MANAGEMENT RELATING TO FINANCIAL REPORTING

The Board of Directors is responsible for the internal control of both the TF Bank Group and TF Bank AB (publ), according to the Swedish Companies Act and the Swedish Annual Accounts Act.

Internal control relating to financial reporting is a process designed to provide reasonable assurance regarding the reliability of external financial reporting and whether the financial statements are prepared in accordance with generally accepted accounting principles, applicable laws and regulations and other requirements for companies whose negotiable debt instruments are admitted to trading on a regulated market. The internal regulatory framework of policies, instructions and procedure and process descriptions constitutes the primary tool for safeguarding financial reporting. The effectiveness and practicality of control mechanisms are reviewed on an annual basis by the control functions and internal audit function.

The internal control activities form part of TF Bank's administrative procedures. TF Bank's internal control is based on a control environment that covers values and management culture, follow-up, a clear and transparent organisational structure, segregation of duties, the duality principle and quality and efficiency of internal communications. The basis for internal control of financial reporting also comprises a control environment covering organisation, decision-making pathways, powers and responsibilities that are documented and communicated in governing documents and job descriptions for control functions.

TF Bank takes a proactive approach to risk management, focusing on ongoing controls and training. Risk management is an integral part of the business. The control activities include both general and detailed controls intended to prevent and detect errors and discrepancies so that these can be rectified. The control activities are developed and documented at company and departmental level, at an appropriate level based on the risk of errors and the effect of such errors. The manager responsible for each function is the person who in the first instance is responsible for managing the risks associated with the activities and financial reporting processes of their department (so-called "first line of defence").

The procedures and processes relating to financial reporting are also performed by TF Bank's Risk Control function ("second line of defence"). The control consists of an assessment of whether existing procedures and processes are adequate and of spot checks.

Monthly financial reports are submitted to the Board of Directors and the financial position of the Company and the Group is discussed each board meeting. The Board of Directors receives a report from the Risk Control function and the Compliance function before all scheduled meetings.

FURTHER INFORMATION

Further information about corporate governance is available at www.tfbankgroup.com.

AUDITOR'S REPORT ON THE CORPORATE GOVERNANCE STATEMENT

To the annual meeting of the shareholders in TF Bank AB (publ), corporate identity number 556158-1041.

Engagement and responsibility

The Board of Directors is responsible for that the corporate governance statement on pages 81-89 has been prepared in accordance with the Annual Accounts Act.

The scope of the audit

Our examination of the corporate governance statement is conducted in accordance with FAR's auditing standard RevU 16 The auditor's examination of the corporate governance statement. This means that our examination of the corporate governance statement is different and substantially less in scope than an audit conducted in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. We believe that the examination has provided us with sufficient basis for our opinions.

Opinions

A corporate governance statement has been prepared. Disclosures in accordance with chapter 6 section 6 the second paragraph points 2-6 of the Annual Accounts Act and chapter 7 section 31 the second paragraph the same law are consistent with the other parts of the annual accounts and consolidated accounts and are in accordance with the Annual Accounts Act for Credit Institutions and Securities Companies.

Stockholm 18 March 2021 PricewaterhouseCoopers AB

Martin By Authorised Public Accountant Auditor in Charge

SUSTAINABILITY REPORT

For TF Bank, sustainability is about conducting a responsible business where our intention is to have as limited negative impact on the environment and people as possible, thous creates sustainable values for our stakeholders. To us, sustainability includes environmental, social and financial impact. As a bank, employer and listed company, we have a responsibility and an opportunity to impact society positively by pursuing the sustainability issues that are most important to us. In December 2020, TF Bank's Board of Directors adopted a new sustainability program with four focus areas, which are described in more detail in this report.

This is TF Bank's statutory Sustainability Report for the financial year 2020. The report comprises the Parent Company TF Bank AB and its subsidiaries.

Business model

TF Bank offers unsecured consumer credits to creditworthy individuals, digital payment solutions for both brick-andmortar retailers and online retailers, credit cards for creditworthy individuals and savings accounts with competitive interest rates.

TF Bank's activities are concentrated in the Nordic region and other countries around the Baltic Sea as well as Austria. Our marketing strategy consists of providing easily available, straight-forward savings and credit products without complex terms and conditions and with high availability. The process is as digital and automated as possible, making us accessible while limiting our environmental impact. Within customer service, the bank considers it important to have the capacity to offer personal service where this is required.

Employees who are in direct contact with customers are largely based on site in the ten countries where TF Bank has operations, while central functions are based at the head office in Borås in Sweden. The average number of employees in the Group amounts to 212 (174).

Sustainability governance

The Board of Directors adopts the sustainability policy and approves the Sustainability Report and is hence ultimately responsible for the Group's sustainability work. The CEO decides on the sustainability strategy, including plans, goals and performance indicators, and reports these to the Board. The sustainability policy is adopted on a yearly basis and includes all sustainability aspects according to the Swedish Annual Accounts Act: environment, social sustainability, employees, anti-corruption and human rights, and describes our work and governance relating to sustainability. The sustainability policy also describes the importance of integrating sustainability in the operations.

Human rights

TF Bank supports the UN's International Declaration of Human Rights and associated conventions. In 2021, we will evaluate the possibility to sign UN Global Compact.

Economic value

TF Bank generates economic values for most of its stakeholder groups: Deposit account customers in the form of interest payments, employees in the form of salaries and other benefits, suppliers and business partners for purchases of services, shareholders in the form of dividends 1 , and society at large in the markets where we are active through taxes and fees.

1 No dividend was paid out during 2020 due to the request from the Swedish FSA to withhold dividends.

Risks relating to sustainability

All our risk categories can include a sustainability perspective. The Board of Directors has the ultimate responsibility for limiting and following up on the sustainability risks. The main principle of the risk management is based on the three lines of defence, the first being the business units, the second comprising Group Compliance, Information Security and Group Risk Management functions and the third comprising the Group Internal Audit. In addition to the risks being described in Note 3 of the annual report, TF Bank has identified the following specific sustainability risks:

Sustainability risk Consequence Management
Excessive indebtedness
The risk that TF Bank contributes
to excessive indebtedness in
society
The trust in TF Bank and the financial sector as
a whole may decrease, customers may face
financial difficulties
For every individual application, TF Bank ensures accurate cre
dit assessment through our established credit granting process
that is continuously being tested, developed and improved.
Compliance
The risk that TF Bank fails to
comply with current regulations
in its markets
The trust in TF Bank and the financial sector
as a whole may decrease, TF Bank may
receive fines or in a worst-case scenario lose
permissions
TF Bank's compliance function continuously work to ensure
that TF Bank fulfils all applicable regulations, often in close
dialogue with local supervisory authorities. A whistle-blower
function is available to all employees.
Corruption
The risk that TF Bank's employ
ees act on their own interest and
in violence with the company's
code of conduct
The trust in TF Bank may decrease All employees undergo training in the code of conduct, and
special training regarding anti-corruption. The training provi
des guidance in how to act if being uncertain in a relation or
business situation.
Money laundering and terror
financing
The risk that TF Bank's services
are used for money laundering
and terror financing
The trust in TF Bank and the financial sector
as a whole may decrease, TF Bank may
receive fines or in a worst-case scenario lose
permissions
Risk assessment and KYC process for every new custo
mer in the bank. Continuous monitoring of transactions
and activities. Suspicious activities are reported to relevant
authorities.
Suppliers
The risk that TF Bank's suppliers
act in a way that may harm the
bank's operations or trust in the
market
TF Bank may suffer both from a trust and
financial perspective
TF Bank reviews each new supplier based on different
criteria. Suppliers must accept TF Bank's supplier code of
conduct, with a yearly follow-up.
IT and data security
The risk that TF Bank becomes
the target of an IT attack or data
breach with the purpose of obtai
ning customer data or exposing
customers to fraud
TF Bank's customers may suffer financially or
integrity-wise, the trust for TF Bank in the mar
ket may decrease, which could lead to outflows
TF Bank has well-established and high-quality guidelines
and routines for information security, and uses security mea
sures such as SSL encryption, backup and firewalls.
Health and safety
The risk that TF Bank's employ
ees suffer from illness or that
the workplaces don't fulfil work
environment requirements
TF Bank may lose staff, the employer brand
may be harmed, and TF Bank could as a
consequence face difficulties to recruit new
employees
TF Bank works with preventive work environment activi
ties in close cooperation between management, staff, the
work safety organisation and occupational health. TF Bank
continually evaluates the Company's efforts regarding work
environment in order to be able to continuously improve the
work environment.

Stakeholders

TF Bank's operations are affected by and have an effect on several different stakeholder groups. The company has an ongoing dialogue with the groups that are assessed to be primary stakeholders.

Stakeholders Type pf dialogue / channels Key issues 2020
Customers (existing and new) - Credit granting process
- Customer service contacts
- Marketing
- Credit assessment
- Launch of credit cards in Germany
-Temporary amortisation halts due to Covid-19
Capital markets (shareholders,
investors, analysts)
- 1-1 meetings
- AGM
- Press releases
- Interim reports
- Website
- Covid-19 consequences
- Responsible lending
- Issue of T2 bonds
Employees - Intranet
- Employee survey
- Development talks
- Code of conduct
- Handling of Covid-19 (employee and customer perspective)

Materiality analysis

TF Bank's materiality analysis comprises an identification of the most material sustainability areas for the operations. The selection has been made with the support of selected stakeholders and has been compiled according to the below.

Prioritised Very prioritised

Tax (2)

Emissions (4)

Waste (4)

Community
engagement (*)

Health and safety (3)

Diversity (2,3)

Equality (2,3)

Customer satisfaction
(1,2,4)

Innovation (4)

Digitalisation (4)

Employee
development (3)

Responsible lending (1)

Business ethics (2)

Anti-corruption (2)

Anti money-laundering (2)

Compliance (2)

Data security (2)

IT security (2)

Customer integrity (2)
Linked to focus areas
1.
Responsible lending
2.
Business ethics and governance
3.
Attractive employer

Sustainability program

  1. Climate change * Social partnerships

In December 2020, TF Bank's Board of Directors adopted a new sustainability program with four focus areas. The focus areas are a development of the bank's previous focus areas, and include both risk and opportunity perspectives. They are based on the materiality analysis and provide a unifying framework for the bank's sustainability work. The areas have also been developed in the light of the UN Sustainable Development Goals. Within each area, a number of measurable KPIs that show the development over time will also be used. The Board's ambition is to decide on objectives based on selected KPIs in 2021. In addition to the four focus areas, the bank also has a number of social partnerships with the aim of making an effort for the most vulnerable.

Material sustainability aspects Focus areas SDGs
Prioritised Very prioritised

Tax (2)
Emissions (4)

Diversity (2,3)

Equality (2,3)

Responsible lending (1)

Business ethics (2)
1. Responsible lending

Waste (4)
Community

Customer satisfaction
(1,2,4)

Anti-corruption (2)

Anti money-laundering (2)
2. Business ethics and
engagement (*)
Health and safety (3)

Innovation (4)

Digitalisation (4)

Employee

Compliance (2)

Data security (2)

IT security (2)
governance
development (3)
Customer integrity (2)
3. Attractive employer
4. Climate change
* Social partnerships

TF Bank's focus areas in sustainability

TF Bank structures its sustainability work within four focus areas. The areas have been selected by the Board based on what is most relevant given our business and the risks it entails. The most significant risks that have been identified within each focus area are described below.

Area Why? Our promise Sub-areas SDG
Responsible
lending
Responsible lending activities are busi
ness critical and contribute to low loan
losses for TF Bank and a well-functioning
economy in general.
For every individual application,
we ensure accurate credit as
sessment through our establis
hed credit granting process that
is continuously being tested,
developed and improved.
• Growth in a controlled manner
• Customer protection
• Financial inclusion
8
Business ethics and
governance
Good business ethics and sound corpo
rate governance are basic prerequisites
for TF Bank's values and trust from
customers, employees and the market,
and also contribute to public trust in the
financial sector.
We always act responsibly with a
clear focus on regulatory compli
ance and high risk awareness.
• Anti-corruption, AML and
prevention of terror financing
• Data security and customer
integrity
• Sound corporate governance
and efficient risk management
16
Attractive employer By attracting talented employees with
different experiences and perspectives,
we create the innovative climate required
for long-term business success.
We offer a physically, mentally
and socially healthy and
developing workplace for all
employees.
• Diversity and equality
• Safe work environment
• Competence development
5, 8
Climate change Climate change is the most important
societal issue of our time, and despite
its small direct environmental impact, TF
Bank will contribute to the global goals
and to reducing our global footprint on
the environment.
We will reduce our own impact
and contribute to climate change
in the ways we can.
• Reduce own climate impact
• Digital processes
• Contribute to energy transi
tion
7

Responsible lending

KPIs 2020 2019
Loan loss ratio (%) 3.8 3.4
Income from late payments (%) 6.1 4.8
Number of loan applications 5,519,888 5,295,041
- Of which denied 2,652,344 2,278,840
Average loan size (SEK) 42,766 45,952
Share of markets with local customer service (%) 80 80

Sub-area 1: Growth in a controlled manner

TF Bank prioritises organic growth in a controlled manner. With the combination of well-developed credit granting processes and relatively low credit amounts, calculated risks are taken that can be quickly adjusted when the conditions on macro level change. It is inevitable that credit losses in absolute terms increase as the loan portfolio grows, but growth must never take place at the expense of higher risk. Thus, the ambition is for the Group's lending growth to be higher than the credit loss growth. Our goal is also to reduce the loan loss ratio annually. As a result of the uncertain macroeconomic situation, an extra loan loss provision of SEK 30 million was made at the end of the first quarter of 2020, which resulted in the loan loss ratio for 2020 increasing slightly compared to 2019, and the loan loss growth exceeding lending growth.

Sub-area 2: Customer protection

A customer in TF Bank must not have a prior record of late payments and must have flexibility in their finances, which we ensure through our "left-to-live-on" calculation. Our customers must also not have a too high level of indebtedness. Additionally, TF Bank's credits are characterised by relatively low loan amounts and short repayment periods, which increases the probability that our customers will be able to repay their loans, even if their financial circumstances change.

In order to protect customers against changes in their finances, we also offer customers the opportunite to take out insurance against suspension of payments due to unemployment or illness.

Should the customers still encounter problems in repaying their loan, we are committed to helping them. TF Bank has specifically trained employees who contact the customer at an early stage in the event of a late payment in order to jointly agree on a solution and, if possible, provide advice and support. In 2020, we also granted temporary amortisation halts for customers whose finances were affected by the effects of the pandemic.

Sub-area 3: Financial inclusion

Responsible lending is a necessary and important product category in a functioning economy. By taking a credit, consumers can spread expenses over time.

TF Bank's products shall be characterised by easy-to-understand terms and high availability, with the ambition of meeting the needs of creditworthy people who need to take a loan. Our lending therefore combines automatic processes with manual processing. By providing local customer service, customers have the opportunity to get in touch and receive support with their matters in the local language.

Credit assessment

In 2020, we processed around 5.5 million loan applications (approx 5.3), where about half were denied credit as a result of our robust credit assessment. In each case, we ensure accurate credit assessment through our established credit granting process that is continuously being tested, developed and improved. Our long experience in the industry in various geographical markets and during different economic conditions has provided us the know-how and data to be able to develop our models.

Credit assessment is performed in accordance with good lending practice and is always based on the customer's financial position and implemented in accordance with TF Bank's credit policy. In some countries we may be required to contact customers by telephone to ensure that the information provided by the applicant is correct. In markets where we have access to less information via credit information services companies, we ask for supplementary information, such as pay slips and tax returns, in order to ensure that our customers have the financial capacity to repay their loans.

Business ethics and governance

KPIs 2020 2019
Number of customer complaints 18 16
Number of reported GDPR breaches 0 0
Number of reports to whistle-blower function 0 0
Tax payments (SEK thousand) 86,970 92,164

Sub-area 1: Anti-corruption, AML and prevention of terror financing

At TF Bank, corruption primarily refers to the giving or accepting of a bribe or undue benefit, and inappropriate conduct in conflicts of interest. Conducting operations in a way that ensures corruptive practices cannot gain a foothold is a fundamental prerequisite for the continued trust of our customers, staff and the market. The Bank's anti-corruption work is based on the Group's Code of Conduct, which encompasses the entire Group and employees at every level. Our Compliance function ensures that the Code of Conduct is reviewed and updated every year, and that the updated Code is shared with the Group's employees. Furthermore, regular anti-corruption training is carried out to give employees guidance on how to act in the best way if they experience uncertainty in a relationship or business relationship. All in all, this contributes to an awareness among all employees that the work with anti-corruption is an ongoing process.

We work proactively to prevent TF Bank from being used for money laundering both to counteract this societal problem and to protect our customers. The work takes place within the framework of the risk assessment and KYC process carried out on each new customer in the bank. Thereafter, transactions and activities are continuously monitored. Suspected cases of money laundering are investigated and reported to the relevant supervisory authorities in each market.

TF Bank has an internal whistle-blower function where suspected cases of deviations from the code of conduct, breaches of internal or external regulations as well as money laundering and terrorist financing can be reported anonymously by employees. If possible, the report should be made to the employee's immediate manager, but in case it is not appropriate or possible, the report is directed to the bank's Compliance Officer. An employee who makes a report to the whistle-blower function and who chooses not to be anonymous is considered to act loyally with his or her employer and is guaranteed to not suffer any damage from a labour law perspective.

TF Bank has also adopted a code of conduct for suppliers. Suppliers must accept the code of conduct, or alternatively provide their own code of conduct with a corresponding content, in order to be able to deliver services to TF Bank. The purchasing manager is required to perform an annual review that the code of conduct is complied with.

Sub-area 2: Data security and customer integrity

TF Bank has well-established and high-quality guidelines and routines for information security, and uses security measures such as SSL encryption, backup and firewalls.

We also require that persons who process personal data undertake confidentiality through written agreements and strict information security measures. This also applies to our suppliers, which is established in our code of conduct for suppliers.

It is TF Bank's obligation that the personal data we process is correct, complete and up to date. Personal data is protected by bank secrecy, which means that TF Bank may not disclose personal data to unauthorised persons. The bank also has extensive routines for processing personal data in accordance with GDPR.

Sub-area 3: Sound corporate governance and efficient risk management

TF Bank follows the Swedish Code of Corporate Governance and uses a well-proven model for corporate governance with clear responsibilities, guidelines and policies in all significant areas.

The company's risk management is based on three lines of defence that start in the business and support units, which include all employees. The second line comprises the independent control functions Compliance, Information Security and Risk Control, which review, evaluate and report to management and the board regarding risks and compliance. The third line consists of internal audit, which is an independent audit function that reports directly to the Board. The internal audit is mainly responsible for providing the Board with reliable and objective evaluation of risk management, financial reporting and control and governance processes in order to reduce the presence of risks and improve the control structure.

More information about TF Bank's corporate governance can be found in the corporate governance report on page 81-89.

Attractive employer

KPIs 2020 2019
Number of employees in the Group 212 174
- Of which women 114 100
- Share of women (%) 54 57
Share of female members of Board of Directors and executive management (%) 40 30
- In Board of Directors (%) 67 50
- In executive management (%) 0 0
Number of nationalities in Board of Directors 3 3
Average age of employees in the Group 34 -
Sick absence (%) 2.5 3.3
Staff turnover rate (%) 19.0 25.1
Number of part-time employed students 30 19

Sub-area 1: Diversity and equality

TF Bank's diversity policy has been adopted by the Board. At TF Bank, all people shall be treated with respect and dignity in accordance with our business principles. TF Bank believes that people with different experiences and perspectives are a crucial factor in creating the innovative climate required for long-term business success. As a small company, we know that our success depends on the diversity and competence of our employees.

We work to ensure that all employees have the same rights, obligations and opportunities in all important areas of life. Important aspects of our gender equality work are to facilitate the opportunities to reconcile work and parenthood, to prevent and deter discrimination and to give all employees equal pay and conditions for equal work.

Sub-area 2: Safe work environment

All employees within TF Bank shall have an inspiring and safe work environment, both physically and psychosocially. The physical work environment must be designed to promote health and safety. All employees must have a good designed workplace. Great emphasis is placed on preventive work environment measures, which takes place in close collaboration between management, employees, the safety organisation and occupational health care. TF Bank continuously evaluates the efforts in the work environment area in order to be able to make continuous improvements in the daily work environment.

Sub-area 3: Competence development

A basic principle for TF Bank is to provide all employees with the opportunity for development and training. We continuously train all employees in issues that affect their own work tasks, as well as in broader and business-critical issues such as money laundering. Based on development talks between each employee and the immediate manager, individual goals are set with the opportunity for individual development based on needs and ambitions. The ambition is for all employees to understand their role and the importance of their own work, to be able to influence their work situation, to feel responsible for their tasks and to develop their skills.

The bank also wants to be a springboard to working life and in several markets there are opportunities for part-time work while studying.

Climate change

Sub-area 1: Reduce own climate impact

TF Bank has a limited direct impact on the environment and sees no significant risk in the environmental area, but we still challenge ourselves to reduce our impact by, for example, minimising the number of business travel. The indirect environmental impact occurs mainly through our suppliers' energy use, especially regarding server capacity. The bank uses a cloud-based server solution that is considered more secure and is more energy efficient than having own servers. The server hall used has a power usage effectiveness of 1.25 (1.14) compared to the average level of about 1.80 in the industry.

As TF Bank's operations are located in several countries, video conferencing opportunities have been prioritised in all branches to reduce the company's environmental impact in the form of travel, and to facilitate meetings between the Group's various units.

In our offices, we ensure that we have well-functioning recycling procedures. Paper, cartons, toner and electronic equipment are sorted and left for recycling. Our office supplies are purchased from environmentally certified suppliers and we strive to choose environmentally friendly products.

In 2021, TF Bank will begin an assessment of the business's CO2 emissions.

Sub-area 2: Digital processes

We are on a digitalisation journey where we develop internal processes and smart solutions for our customers, but different conditions apply in the various markets due to each country's maturity to accept digital solutions. In the Baltic countries and in Norway, all marketing and customer communication takes place digitally. In Sweden and Finland, the majority of new lending takes place digitally via loan intermediation, but is supplemented by targeted campaigns via letters.

We strive to reduce our paper use through several different initiatives. We encourage our customers to sign loan agreements electronically and have come a long way in this work in several markets. We also see room for improvement regarding the use of e-invoices and invoices via e-mail to handle notices to our customers. Our Norwegian and Baltic customers are almost exclusively sent e-invoices and invoices by e-mail, while the majority of notices in Finland are sent by post. In Sweden, TF Bank is connected to the digital mail solution Kivra, which means that all customers who use Kivra automatically receive all communication digitally. In total, approximately 70 % of customers in Sweden receive invoices and notices digitally.

Both in our marketing and in our administration, we use Nordic eco-labelled or FSC-labelled products, both in terms of paper, envelopes and cartons.

In the e-commerce business, we offer our partners an AI tool to reduce their return rates, which in turn contributes to reduced transports.

Sub-area 3: Contribute to energy transition

TF Bank is continuously investigating business opportunities to offer financing solutions that can facilitate climate change with a focus on modern energy.

Currently, sales financing is offered for the installation of solar panels in Poland as part of a national initiative to increase the energy share from renewable sources.

TF Bank also has a collaboration with E.ON in Sweden for financing of air source heat pumps. Via the bank's e-commerce customers, it is also possible to finance the purchase of modern energy solutions, such as solar panels at Bolindo.

UN Sustainable Development Goals

TF Bank has identified the UN SDGs number 5, 7, 8 and 16 as most relevant in relation to its operations and where the largest contributions are made. In addition, TF Bank contributes through social partnerships within goal 4.

5.5 Ensure women's full and effective participation and equal opportunities for leadership at all levels of decision-making in political, economic and public life

7.1 Ensure universal access to affordable, reliable and modern energy services 7.2 Increase substantially the share of renewable energy in the global energy mix

bribery in all their forms

4.4 Substantially increase the number of youth and adults who have relevant skills, including technical and vocational skills, for employment, decent jobs and entrepreneurship 4.5 Eliminate gender disparities in education and ensure equal access to all levels of education and vocational training for the vulnerable, including persons with disabilities, indigenous peoples and children in vulnerable situations

8.5 Achieve full and productive employment and decent work for all women and men, including for young people and persons with disabilities, and equal pay for work of equal value 8.6 Substantially reduce the proportion of youth not in employment, education or training

8.8 Protect labour rights and promote safe and secure working environments for all workers, including migrant workers, in particular women migrants, and those in precarious employment 8.10 Strengthen the capacity of domestic financial institutions to encourage and expand access to banking, insurance and financial services for all

TF Bank's social efforts – social partnerships for the most vulnerable

Zelmerlöw & Björkman Foundation

TF Bank has a collaboration with Zelmerlöw & Björkman Foundation (ZBF) where TF Bank finances the education for a class of 43 students, 28 girls and 15 boys, at Kenswed Academy in Kenya. The Kenswed model is based on the idea that it is not enough to provide theoretical education for young people from difficult circumstances to find their driving force and get out of poverty. There is also a need to add other values that include creativity, health and that the basic needs are met. For ZBF, it is important to reach the most vulnerable young people in the areas where the foundation is active, and it therefore has an extra focus on girls. TF Bank's contribution finances the education, including teacher salaries, materials, classrooms, sports activities, food and drink. The class will graduate in 2023.

PlayOnside

TF Bank also cooperates with PlayOnside, which is based in the Thai border town of Mae Sot on the eastern border with Myanmar. Myanmar has experienced one of the most serious humanitarian crises in the world with internal conflict contributing to thousands of civilian casualties, forced relocations and resettlement in other countries. PlayOnside uses the power of football to educate and empower displaced Myanmar refugees and immigrants. Now, every weekend, about 700 children from 22 different migrant schools gather to play, learn and compete while making new friends and expanding their network in the process.

Students from Kenswed Academy in Kenya

AUDITOR'S REPORT ON THE STATUTORY SUSTAINABILITY REPORT

To the annual meeting of the shareholders in TF Bank AB (publ), corporate identity number 556158-1041.

Engagement and responsibility

It is the board of directors who is responsible for the statutory sustainability report for the year 2020 on pages 91–99 and that it has been prepared in accordance with the Annual Accounts Act for Credit Institutions and Securities Companies.

The scope of the audit

Our examination has been conducted in accordance with FAR's auditing standard RevR 12 The auditor's opinion regarding the statutory sustainability report. This means that our examination of the statutory sustainability report is substantially different and less in scope than an audit conducted in accordance with International Standards on Auditing and generally accepted auditing standards in Sweden. We believe that the examination has provided us with sufficient basis for our opinion.

Opinion

A statutory sustainability report has been prepared.

Stockholm 18 March 2021 PricewaterhouseCoopers AB

Martin By Authorised Public Accountant Auditor in Charge

BOARD OF DIRECTORS

JOHN BREHMER

Chairman of the Board since 2020. Board member since 2010.

Born: 1965

Education: MSc in Business and Economics, industrial marketing, Stockholm School of Economics.

Current directorships:

Chairman: Mederion AB, Zebware AB, Tiberon AB. Board member: Consortio Invest AB, Consortio Business Center AB, Halens Real Estate AB.

Holdings in Company: 3 211 791 shares 1

Independent of the Company and its management. Affiliation with major shareholders.

TONE BJØRNOV

Board member since 2015. Born: 1961

Education: Business degree from BI Norwegian Business School.

Current directorships:

Chairman: Filmparken AS, Storyline Studios AS, Hausmann AS, Dugnad AS. Board member: Aqua Bio Technology ASA, Varme og Bad AS, Omsorgsbygg Oslo KF, Atlantic Sapphire ASA.

Holdings in Company: 350 shares 1

Independent of the Company, its management and major shareholders.

MARI THJØMØE Board member since 2017. Born: 1962

Education: Master of Economics and Business, BI Norwegian Business School and Chartered Financial Analyst, Norwegian School of Economics.

Current directorships: Chairman: Billington Process Technology AS, Seilsport Maritimt Forlag AS, Thjømøe-Kranen AS.

Board member: Tryg A/S, FCG Fonder AB, Hafslund Eco AS, Norconsult AS, Ice ASA.

Holdings in Company: 9 850 shares 1

Independent of the Company, its management and major shareholders.

SARA MINDUS Board member since 2020.

Born: 1972

Education: Master of Laws and BSc in Business Administration at Stockholm University.

Current directorships: Board member: Besqab AB (publ), K-Fast Holding AB (publ), Dreams AB, Dreams Securities AB, Colibri Ventures AB, Faboss Invest AB, Sara Mindus AB.

Holdings in Company: 10 000 shares 1

Independent of the Company, its management and major shareholders.

BERTIL LARSSON

Board member since 2007. Born: 1946

Current directorships: Chairman: Aktiebolaget Borås Tidning, Minso Holding AB, Minso Solutions AB. Board member: Conpera AB, Gota Media AB, Tore G Wärenstams Stiftelse, Brf Asplyckan, Kyrkesunds Båthamnsförening.

Holdings in Company: 5 000 shares 1

Independent of the Company, its management and major shareholders.

CHARLOTTA BJÖRN-BERG-PAUL Board member since 2017. Born: 1974 Education: M.Sc. Econ. Hanken School of Economics, Finland. Current directorships:

Chairman: Saxo Oy Board member: Paptic Ltd Co-funder: Superskills Entrepreneur: Anki Rugs

Holdings in Company: 0 shares 1

Independent of the Company, its management and major shareholders.

EXECUTIVE MANAGEMENT

MATTIAS CARLSSON CEO

Born: 1972

Education: MSc Eng in Engineering and Physics, Uppsala University.

At TF Bank since 2008 as CEO until 2015, Chairman of the board betweem 2015 and 2017 and CEO from 2017. Previous experience from Resurs Bank and SEB.

Current directorships: Qred AB (Chairman), Tobisflöte Holding AB (Chairman), Tronstad Consulting AB (Board member).

Holdings in Company: 261 651 shares 1,2

MIKAEL MEOMUTTEL CFO and Deputy CEO Born: 1976

Education: MSc in Business/ Economics and Finance at Borås University/Gothenburg University.

At TF Bank since 2009, 2014 Deputy CEO and from 2018 also the Group's Head of IR. Previous experience: Financial controller at Consortio Fashion Group AB (CFG).

Current directorships: Torhamnsskär Holding AB (Chairman).

Holdings in Company: 18 000 shares 1,2

MIKAEL JOHANSSON Head of Ecommerce Solutions

Born: 1974

Education: MSc Business Administration and Mathemathics, Stockholm University

At the Group since 2016 as CEO of Avarda. Previous experience: GE Commercial Finance and CEO of Santander Consumer Bank Sverige.

Current directorships: Svenska Bilhandlare AB (Chairman).

Holdings in Company: 18 000 shares 1

ESPEN JOHANNESEN Head of Consumer Lending Born: 1981

Education: Executive MBA Management Control Norwegian School of Economics (NHH), BA Economics, Business BI Norwegian School of Management

At the Group since 2015 as CEO of BB Bank 2015-2020 (now branch Norway). More than 10 year's of experience in consumer finance.

Holdings in Company: 35 198 shares 1

AUDITOR

AUDITOR

MARTIN BY Authorised Public Accountant Auditor in charge PricewaterhouseCoopers AB

1 Refers to directly or indirectly holdings as of December 31, 2020.

2 TF Bank´s principal owners TFB Holding AB, Erik Selin Fastigheter AB, Tiberon AB and Merizole Holding Ltd have agreed on market terms with TF Bank´s CEO, Mattias Carlsson and CFO, Mikael Meomuttel on an incentive program consisting of call options regarding shares in TF Bank. The incentive program has a term of approximately five years. The call options have been acquired on market terms and no compensation cost has been reported by the company and will not be reported during the remaining part of the five-year period.

DEFINITIONS

TF Bank uses Alternative Performance Measures that are not defined in the applicable financial reporting framework (IFRS). The Alternative Performance Measures are used to increase understanding of the bank's financial performance among users of the financial statements. Alternative Performance Measures may be calculated in different ways and do not need to be comparable with similar key ratios used by other companies. TF Bank definitions of Alternative Performance Measures are shown below.

ADJUSTED EARNINGS PER SHARE

Adjusted net profit for the period attributable to the shareholders of the parent company divided by the average number of outstanding shares.

ADJUSTED OPERATING PROFIT

Operating profit for the period excluding items affecting comparability.

ADJUSTED RETURN ON EQUITY

Adjusted net profit for the period attributable to the shareholders of the parent company divided by average equity attributable to the shareholders of the parent company. Rolling 12 months.

ADJUSTED RETURN ON LOANS TO THE PUBLIC

Adjusted net profit for the year attributable to the shareholders of the parent company divided by average lending to the public. Rolling 12 months.

CET1 CAPITAL RATIO

CET1 capital as a percentage of total risk exposure amount.

COST/INCOME RATIO

Operating expenses divided by operating income.

EARNINGS PER SHARE

Net profit for the period attributable to the shareholders of the parent company divided by the average number of outstanding shares.

EMPLOYEES (FTE)

Average number of full-time employees, including employees on parental leave.

EQUITY RATIO

Total equity as a percentage of total assets.

ITEMS AFFECTING COMPARABILITY

Items affecting comparability in 2016 comprised costs related to the IPO. Items affecting comparability in 2018 were attributable to reclassification of customer balances with inactive status that have arisen before 2018.

LEVERAGE RATIO

Tier 1 capital as a percentage of total assets including off-balance sheet items.

NET LOAN LOSS RATIO

Net loan losses divided by average loans to the public. Rolling 12 months.

NEW LENDING

New loans (the cash flow) in the period. For Ecommerce Solutions the volume is reduced by product returns.

OPERATING INCOME MARGIN

Total operating income divided by average loans to the public. Rolling 12 months.

RETURN ON EQUITY

Net profit for the period attributable to the shareholders of the parent company as a percentage of equity attributable to the shareholders of the parent company. Rolling 12 months.

RETURN ON LOANS TO THE PUBLIC

Net profit for the period attributable to the shareholders of the parent company divided by average loans to the public. Rolling 12 months.

TIER 1 CAPITAL RATIO

Tier 1 capital, i.e., CET1 capital and Additional Tier 1 capital, as a percentage of total risk exposure amount.

TOTAL CAPITAL RATIO

Own funds as a percentage of the total risk exposure amount.

TF BANK'S NEW GRAPHICAL PROFILE

CONTACT DETAILS

CONTACT Investor Relations Mikael Meomuttel Tel: +46 706 26 95 33 [email protected]

www.tfbankgroup.com

TF Bank AB (publ) PO Box 947, 501 10 Borås, Sweden Tel.: +46 33 722 35 00 Email: [email protected]

www.tfbankgroup.com