URBO BANKAS UAB
FINANCIAL STATEMENTS OF THE BANK
AS AT 31 DECEMBER 2025
PREPARED IN ACCORDANCE WITH
INTERNATIONAL FINANCIAL REPORTING STANDARDS
AS ADOPTED BY THE EUROPEAN UNION
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
(All amounts in EUR thousand unless otherwise stated)
2
CONTENTS OF FINANCIAL STATEMENTS
ANNUAL MANAGEMENT REPORT .......................................................................................................................................... 3
STATEMENT OF FINANCIAL POSITION................................................................................................................................ 32
INCOME STATEMENT ............................................................................................................................................................. 34
STATEMENT OF COMPREHENSIVE INCOME ..................................................................................................................... 35
STATEMENT OF CHANGES IN EQUITY ................................................................................................................................ 36
CASH FLOW STATEMENT ...................................................................................................................................................... 37
Note 1 General information ............................................................................................................................................... 39
Note 2 Basis of preparation and significant accounting policies ..................................................................................... 40
Note 3 Use of estimates and judgements in the preparation of financial statements .................................................... 50
Note 4 Placements with the central bank ......................................................................................................................... 51
Note 5 Placements with banks and other credit, financial institutions ............................................................................ 51
Note 6 Debt securities ....................................................................................................................................................... 52
Note 7 Loans and receivables........................................................................................................................................... 52
Note 8 Property and equipment ........................................................................................................................................ 55
Note 9 Intangible assets .................................................................................................................................................... 56
Note 10 Investment in subsidiaries ..................................................................................................................................... 57
Note 11 Other assets ........................................................................................................................................................... 58
Note 12 Derivative financial instruments ............................................................................................................................ 58
Note 13 Due to customers................................................................................................................................................... 59
Note 14 Debt securities issued ........................................................................................................................................... 60
Note 15 Other liabilities........................................................................................................................................................ 60
Note 16 Shareholders’ equity .............................................................................................................................................. 61
Note 17 Contractual commitments and contingencies ...................................................................................................... 62
Note 18 Net interest income ................................................................................................................................................ 62
Note 19 Net service fee and commission income .............................................................................................................. 63
Note 20 Net foreign exchange gain .................................................................................................................................... 63
Note 21 Operating expenses............................................................................................................................................... 64
Note 22 Income tax .............................................................................................................................................................. 65
Note 23 Cash and cash equivalents ................................................................................................................................... 67
Note 24 Fair values of financial instruments ...................................................................................................................... 67
Note 25 Related party transactions..................................................................................................................................... 70
Note 26 Segment information.............................................................................................................................................. 72
Note 27 Risk management .................................................................................................................................................. 74
Note 28 Capital .................................................................................................................................................................... 87
Note 29 Quality of financial assets, profitability ratios and other information ................................................................... 89
Note 30 Events after the reporting date.............................................................................................................................. 90
INDEPENDENT AUDITOR’S REPORT ................................................................................................................................... 91
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
(All amounts are in TEUR, unless specified otherwise)
3
ANNUAL MANAGEMENT REPORT
Reporting period covered by the management report
The year 2025
The Bank’s contact details and the nature of it’s principal activities
Urbo bankas UAB
Private Limited Liability Company
Konstitucijos ave 18B, LT-09308 Vilnius
112027077
24 November 1992, Vilnius (as Ancorobank KB); on 16 January 1997, reorganised
into Medicinos Bankas UAB. On 1 February 2024, Medicinos Bankas UAB changed
its name to Urbo Bankas UAB.
19 300 / +370 5 264 4800
info@urbo.lt
www.urbo.lt
Urbo Bankas UAB is a credit institution operating on the basis of share capital, which
has a licence from the Bank of Lithuania to engage in the business of accepting
deposits and other repayable funds from non-professional market participants and
lending such funds to them, and has the right to engage in the business of rendering
other financial services, and assumes the risks and liabilities related thereto.
The Bank has not purchased its own shares and there are no persons who have
purchased the Bank's shares on behalf of the Bank.
1. An objective review of the Bank’s position, operations and development and an analysis of the Bank’s financial
performance
Vision, values and strategic directions of the Bank
In 2025, the Bank actively pursued its vision of being a universal bank, becoming the preferred choice for small and
medium-sized enterprises (SMEs) and an equal competitor to other banks in the retail customer segment.
Our values – professionalism, flexibility, accountability and excellence – are the foundation of our corporate culture and
help us achieve our goals. We strive to be professionals in our field and work with dedication to provide high quality services
to our customers. We react quickly to changes in the market, take into account the individual needs of our customers and
try to find the best solutions. We comply with legislation, high business and ethical standards, and build relationships of
integrity and trust with colleagues, customers and partners. We are constantly looking for new opportunities, investing in
our knowledge and sharing it with colleagues and customers. As a financial institution with Lithuanian capital, the Bank
actively contributes to strengthening the national economy, supports local businesses and communities, and engages in
social and educational projects.
In 2025, the Bank strengthened its operations and market position in the following strategic areas: enhancement of image
and brand (the name and brand were changed on 1 February 2024), consistent business growth, improvement of customer
experience, accessibility of services, and sustainable operations. Despite active competition in the banking market, 2025
was a year of stable growth for the Bank, with continued expansion of deposit and loan portfolios across all priority
segments. The positioning of the new brand in the market was further reinforced through various marketing and
communication measures. In the annual ‘Password 2025’ awards organised by Verslo žinios for the most effective
marketing campaign of the year, Urbo bankas won in the category of the most effective brand renewal marketing campaign.
In pursuit of improved customer service experience, the Bank commenced the issuance of VISA debit cards to retail and
corporate customers, upgraded its internet banking platform and mobile application. In September 2025, the Bank
established a Leasing Department, and at the end of the year commenced the provision of payment initiation services. The
Bank made every effort to implement the Directive on the accessibility requirements for products and services, the objective
of which is to improve accessibility of products and services not only for persons with disabilities, but also for elderly
persons and those experiencing temporary or permanent functional limitations. The Bank has voluntarily prepared a
Sustainability Report for the financial year 2024 in order to clarify its sustainability priorities and share sustainability
information with the stakeholders (https://urbo.lt/lt/tvarumas).
The Bank does not conduct scientific research and is not planning activities in this area, however, with the help of third
parties, performs the market research in order to assess the awareness of the Bank, consumer and customers‘
expectations and needs.
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
(All amounts are in TEUR, unless specified otherwise)
4
The Bank‘s main intangible resources are the brand, reputation, knowledge and competencies, customer relations, culture
of the Bank and employee engagement. All these resources help the Bank to create uniqueness and a certain advantage
in the market, as well as to achieve greater efficiency, innovation and loyalty, which directly contributes to the creation of
long-term value and better performance of the Bank.
The Bank’s operating results
In 2025, the Bank generated a net profit of EUR 5.53 million.
The Bank’s loan portfolio grew by EUR 130.6 million, or 31.5%, in 2025, reaching EUR 545.2 million at year-end. Customer
deposits increased by EUR 97.5 million, or 17.5%, reaching EUR 654.8 million at the end of the year.
The Bank’s net interest income increased by 3.9% in 2025 to EUR 23.85 million. Stronger growth in interest income was
constrained by the decline in interbank interest rates (Euribor), which was offset by rapid growth in the loan portfolio.
Net income from commission and interest decreased by 19% and amounted to EUR 2.87 million. The decrease in
commission income was primarily driven by the closure of certain customer service units at border locations due to the
geopolitical situation and by a decline in commission income related to cash transactions.
The Bank’s total operating income in 2025 decreased by 4.3% compared to the previous year.
Operating expenses increased by EUR 0.9 million (4.35%) in 2025, mainly due to higher staff costs.
Impairment losses on loans and other financial assets amounted to EUR 967 thousand in 2025 (compared to EUR 624
thousand in 2024). Overall loan quality remained strong, and default rates were low.
As of 31 December 2025, the Bank’s total assets amounted to EUR 740.25 million, an increase of EUR 105.47 million, or
16.6%, over the year.
At the end of 2025, the Bank’s shareholders’ equity stood at EUR 68.12 million, having increased by EUR 3.8 million, or
5.9%, over the year.
The Bank’s capital adequacy ratio, reflecting its ability to cover risk exposures with capital and ensuring stability, was
18.0% as of 31 December 2025 (compared to 17.8% on 31 December 2024).
In October 2025, the Bank issued a EUR 6.85 million subordinated bond issue, thereby strengthening its Tier 2 capital.
All key financial data are presented in the Bank’s financial statements.
2. Description of the main risks and uncertainties
The Bank’s activities are primarily related to the use of financial instruments. The Bank accepts deposits from customers,
receives loans from funds and uses these funds to provide loans to clients and invest in securities, trying to earn a higher
interest margin. In order to achieve higher yields, the Bank consolidates short-term funds and provides longer-term loans
at higher interest rates, while maintaining a level of liquidity sufficient to meet any liabilities that may arise.
The Bank perceive risk as any uncertainty about the outcome of ongoing economic activities that could materially affect
the achievement of the Bank’s operational and strategic objectives, which can be defined as the result of the likelihood of
an event occurring and the consequences of that event (i.e., a financial loss/likely financial loss).
Risk is inherent in the activities of the Bank and is managed through continuous identification, assessment and control
processes, subject to risk limits and other controls. This risk management process is important for the continued profitability
of the Bank. Every employee of the Bank participates in the risk management process to the extent that it is relevant to
his/her job functions and responsibilities.
The main risks faced by the Bank are:
- credit risk,
- liquidity risk,
- market risk,
- concentration risk,
- operational risk,
- information and communication technology and security risks,
- compliance risk,
- money laundering, terrorist financing, fraud and international sanctions risks,
- environmental, social and governance risks,
- other risks.
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
(All amounts are in TEUR, unless specified otherwise)
5
Risk management
The Bank takes a holistic approach to the risk management process extending to all levels of management, applicable to
all activities, and focused on continuous analysis of threats, opportunities, their interactions, performance and drivers,
effective internal communication and continuous feedback.
The Bank’s internal control system is an integral part of its risk management. The effectiveness of the risk management
and internal control system is ensured through the three lines model, which is based on a clear separation of responsibilities
and cooperation between the business units, the risk control units and the internal audit function.
The primary objective of the Bank’s risk management is to ensure the effective and continuous functioning of the risk
management system, so that the risks incurred in the Bank’s activities are consistent with the strategic objectives, as
included in the Bank’s capital planning, and the capital available is used in the Bank’s activities in a manner that is efficient
and profitable. The level of risk assumed must not exceed acceptable risk tolerance limits and must ensure that the Bank
operates profitably within legal requirements and in line with best practice guidelines. To achieve these objectives, the
Bank establishes a risk appetite that limits the nature and size of the risks assumed, ensures capital and liquidity reserves
to address unforeseen events. When implementing the annual capital adequacy assessment process, the capital
requirement is calculated after assessing the risks and future business strategy.
The Bank identifies, measures, assesses, mitigates, monitors and manages the risks it faces in its activities. The overall
risk of the Bank is constantly monitored and reported to the Bank's bodies. The Bank uses various risk management tools
to mitigate risk, which are selected taking into account the types of risk and their suitability for the product or client. In order
to mitigate the risk assumed, the Bank ensures the borrowed funds with collateral, and in order to manage losses from
exchange rate fluctuations, it enters into derivative financial instrument transactions.
Detailed information on the main risks that include financial risks, their management objectives and the primary measures
to manage them is provided in Note 27 of the Notes to the 2025 Financial Statements.
3. Prudential standards and requirements applicable to Urbo Bankas UAB
The Bank is required to meet the following basic own funds requirements as well as additional capital requirements:
Basic capital or own funds requirements:
• Common Equity Tier 1 (CET1) of 5.86 %;
• Tier 1 (T1) capital adequacy ratio of 7.81 %;
• Total capital adequacy ratio of 10.42%;
• Leverage ratio of 3.00%
Additional capital buffer requirements:
• Capital conservation buffer requirement of 2.50%;
• Countercyclical capital buffer rate of 1.00% (applicable from 1 October 2023).
Liquidity requirement – the Liquidity Coverage Ratio (LCR). Liquidity coverage ratio (LCR) is one of the main measures of
liquidity for financial institutions, indicating the extent to which highly liquid assets cover short-term liabilities. This indicator
shows how well the Bank is prepared for short-term liquidity disruptions. In accordance with a mandatory requirement
under European Union legislation, the liquidity coverage ratio (LCR) of the Bank must not be less than 100%.
Net stable funding ratio (NSFR). The indicator measures whether the Bank’s stable funding is sufficient to meet the Bank’s
funding needs over a one-year period under both normal and stressed conditions. In accordance with Regulation (EU) No.
2019/876 of the European Parliament and of the Council, the net stable funding ratio (NSFR) of the Bank may not be less
than 100% as of 28 June 2021.
Large exposure requirement, i.e., exposure to a single client or group of connected clients, such as loans granted, as well
as any part of assets or off-balance sheet assets, may not exceed 25% of the Tier 1 capital of the Bank.
In 2025, the Bank complied with all prudential standards and requirements set by the Bank of Lithuania: liquidity and large
exposure requirements and capital or own funds requirements.
Detailed information on the main risks and the fulfilment of the prudential standards set by the Bank of Lithuania is provide d
in Notes 27 and 28 of the Notes to the 2025 Financial Statements.
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
(All amounts are in TEUR, unless specified otherwise)
6
4. Analysis of the Bank’s non-financial performance, environmental, human resource and other information
Social activities
As a socially responsible organisation, the Bank contributes to various sponsorship and charitable initiatives. In 2025, the
Bank’s support was focused on three areas: cultural, sporting and social activities.
Cultural sponsorship – for a number of years, the Bank has supported the Saulius Karosas Charity and Support
Foundation, which provides support to young, emerging and highly talented Lithuanian musicians and contributes to
creative and artistic activities. The Bank also provided sponsorship for the Lithuanian feature film ‘Laimingos žvaigždės’
(‘Lucky Stars’).
Support for sport – for the second consecutive year, the Bank has supported the ‘Lietuva Basketball’ Association, whose
activities help ensure participation of national basketball teams of all age groups (men and women) in major national and
international sporting events and maintain Lithuania’s position among the basketball elite. From 2025, the Bank also
became the title partner of URBO–NKL (National Basketball League).
Social initiatives – since 2018, the Bank has provided financial support to four hospices operating in Lithuania: Public
Institution Kaunas Hospice Home, Public Institution Lithuanian Hospice, Public Institution St. Francis Oncology Centre,
and Public Institution Hospice of Blessed Father Michał Sopoćko.
Sustainability
One of the four key strategic directions of the Bank’s operations is sustainable activity. The Bank considers sustainability
to be an integral part of its long-term business strategy. In 2025, the Bank approved a new version of its Sustainability
Policy, which sets out how the Bank is committed to supporting the Paris Agreement on climate change and the United
Nations Sustainable Development Goals. The Bank integrates environmental, social, and governance (ESG)-related risks
into its overall risk management and risk appetite framework and ensures that these principles are properly incorporated
into other Bank policies and internal documents. The Bank establishes the principles for integrating and managing
sustainability in its day-to-day operations and ensures the implementation of the defined sustainability objectives and
targets.
ESG risk has the greatest impact on the Bank’s lending activities. The Bank assesses the impact of climate change risk
on the loan portfolio using quantitative and qualitative information. The client’s geography and sector of activity are
assessed, with a particular focus on greenhouse gas (GHG) emitting sectors and sectors that make a significant
contribution to climate change mitigation, etc. International methodologies and good practices are also analysed.
The Bank’s management is periodically provided with information on the Bank’s impact on the environment and climate
change. Within the Bank, electricity, heat, fuel and stationery consumption are monitored, as well as the impact of digital
solutions on the Bank’s revenue, in order to make it more sustainable. The Bank aims to consistently reduce the amount
of resources consumed, to protect the environment and to encourage employees to sort waste and use reusable items in
their daily work.
Employees
As at 31 December 2025, the Bank had 281 employees, respectively (as at 31 December 2024, the Bank had 280
employees). As at 31 December 2025, 76% of the Bank’s employees were women and 24% were men (the percentage
distribution of employees by gender, compared to the data as of 31 December 2024, remained unchanged).
The Bank values the well-being of its employees as essential to its development and success, and we strive to create an
inclusive and sustainable work environment for our employees, through flexibility, work-life balance, collaboration,
development, learning and self-leadership opportunities. Our employees are competent, engaged and develop their skills
through feedback; they build long-term, value-adding relationships with our customers.
The office will remain our main workplace, but we offer the opportunity to work remotely, which has already become a
normal form of work for many of our employees. Emotional health is also an important part of employee well-being, so
throughout the year the Bank organized lectures on various topics about emotional balance, work-life balance, and
cooperation between different personality types.
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
(All amounts are in TEUR, unless specified otherwise)
7
Conflicts of interest management
The Bank has created a system for declaring interests, which is one of the corruption prevention measures, helping to
identify potential areas of conflict of interest and take timely measures to manage these conflicts of interest. The Bank's
employees and members of its bodies must adhere to the principles established in the Bank's Code of Ethics in their
professional and daily activities: transparency and honesty, responsibility, competence, non-discrimination, respect for
people and their rights and freedoms, impartiality, objectivity and justice, and exemplary behavior. To prevent possible
manifestations of corruption, the Bank's Conflict of Interest Management Rules clearly regulate the procedure for receiving
and giving gifts. Any actions that encourage or provoke the receipt of a gift are considered a violation of these Conflict-of-
Interest Rules and are prohibited. The Bank also ensures the functioning of the channel for reporting violations, therefore
employees, customers, and service providers have the opportunity to anonymously report violations and criminal acts
committed by employees and members of its bodies (including bribery of officials when concluding business transactions).
5. References and additional explanatory notes to the financial statements
All key financial data are presented in the Bank’s financial statements.
6. Data on repurchases of own shares
The Bank does not holds own shares. During the reporting period, none were acquired or disposed.
7. Information on the Bank’s branches and representative offices
As of 31 December 2025, the Bank operated 25 customer service units: 4 regional centres and 21 customer service
branches and sub-branches located across various regions of Lithuania.
As of 31 December 2025, the Bank had no branches or representative offices.
8. Significant events after the end of the financial year under review
There were no significant events after the end of the reporting year that would require adjustments to these financial
statements or disclosure.
9. Business plans and forecasts
The Bank plans to continue to consistently grow its SME, mortgage and consumer lending, as well as to increase the
volume of deposits, with a focus on attracting retail deposits.
In 2026, the Bank will further develop its existing products and services in order to deliver greater value to customers.
In view of the increased regulatory requirements, the economic environment and the strategic objective of ensuring stable
operations, the Bank will continue to focus on increasing its capital base. As part of this strategy, the Bank’s capital base
will continue to be strengthened by the profits earned and, if necessary, a bond issue.
The Bank will continue to improve its environmental, social and governance (ESG) risk management framework,
information collection and disclosure in order to adequately prepare for the submission of the Sustainability Report for
2026, which is prepared in accordance with the European Sustainability Reporting Standards.
10. Bank’s information on remuneration policies and their implementation
The objective of the Bank’s Remuneration Policy is to establish clear principles of remuneration for work, to pay fairly and
transparently for work and results, to motivate, incentivize and empower employees to increase the efficiency and quality
of their work, to achieve the Bank’s objectives, and to retain and attract competent employees.
The principles of the Remuneration Policy are designed to be consistent with the long-term business interests, business
strategy, objectives, values of the Bank and to promote sound and effective risk management, to prevent conflicts of
interest, and to ensure the principles of protection of investors and clients in the provision of services by the Bank.
The Remuneration Policy of the Bank is based on the following principles:
• equity – the remuneration and performance review system apply to all employees of the Bank. The salary scales
for posts of equal value are the same, according to the matrix of job grades.
• competitiveness – the remuneration of the Bank’s employees is determined in the light of the situation on the
labour market, by comparing the remuneration of certain posts with the remuneration of similar posts or posts of
similar value on the labour market.
• clarity/transparency – the remuneration and performance review system is aligned with the Bank’s strategy. The
remuneration of the Bank’s employees depends on the Bank’s financial capacity, the results of performance
reviews, the economic situation in the country and the Bank’s budget as approved by the Board. It is possible to
set the remuneration of individual employees according to the Bank’s reasonable need at a given time for the
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
(All amounts are in TEUR, unless specified otherwise)
8
particular expertise of the employee. Every Bank employee knows where his/her post is in the matrix of job grades,
what career paths are available to him/her, and how his/her performance relates to his/her remuneration.
• flexibility – whenever it is necessary to recruit or retain an employee who is important to the Bank, or to manage
the risks arising from employee rotation, turnover, decisions may derogate from the Policy, without prejudice to
the fundamental principles of a fixed or variable remuneration component.
• neutrality in relation to gender, age, origin, nationality, religion, political opinion, social status, sexual orientation
– employees are paid equally for equal work or work of equal value, irrespective of their gender, age, origin,
nationality, religion, political opinion, social status or sexual orientation.
The Remuneration Policy applies to the Bank’s employees, as well as to members of the Bank’s Supervisory Board,
Management Board, Audit Committee who are not employees of the Bank, and to members of the Loan Committee and
the Risk Management Committee. In accordance with the Remuneration Policy, members of the Bank’s supervisory body
are paid a fixed remuneration and members of the management bodies are paid fixed and/or variable remuneration.
The Bank has no subsidiary or parent companies; therefore, employees do not receive any remuneration from companies
belonging to a group. No shares have been granted to the Bank’s employees.
Components of the Bank’s remuneration system:
• fixed remuneration, consisting of:
• a monthly salary set out in each employee’s employment contract (or a fixed component of their
remuneration);
• fringe benefits (long-term benefits, allowances, etc. not related to performance).
• variable remuneration, consisting of:
• annual variable component of remuneration;
• quarterly variable component of remuneration;
• cash bonuses to reward employees for individual and group work, performance, etc.
The fixed remuneration system is based on a matrix of job grades, grouping jobs into levels according to their importance
to the Bank’s activities. The job grade is determined by an assessment of the required competence, level of responsibility,
autonomy, creativity, complexity and conditions of the work.
Variable remuneration is awarded to employees for the achievement of set performance targets. The variable component
and the amount to be allocated are determined based on the results of the performance review and the timeframe over
which performance can be evaluated, whether quarterly or annually. The annual variable remuneration is granted only to
employees whose professional activities and/or decisions are likely to have a significant impact on the nature and
magnitude of the risks borne by the Bank. In any case, the variable remuneration awarded to an employee during a
reference period of one year may not exceed 100% of the amount of the fixed remuneration received by the employee
during the reference period of one year.
The Bank's remuneration policy stipulates that the variable part of the remuneration is either not allocated or must be
reduced or withheld based on the following criteria:
• The employee / committee member / Bank's board member has violated the Bank's internal regulations or external
legal requirements, and as a result of this violation, the Bank has incurred losses;
• The Bank's financial position has become unsustainable, its performance does not meet the targets set in the
business plan, or its operations are unprofitable;
• The employee's duration of employment with the Bank, or in the case of a committee / Bank board member, the
period during which they performed their committee / Bank board duties;
• The employee's individual performance results, the committee member's personal contribution to the committee's
activities, or in the case of a Bank board member – the performance results of the Bank's board.
The Annual Variable Remuneration Fund is formed after assessing the Bank’s performance, taking into account current
and future risks, the cost of capital employed and the cost of maintaining liquidity. The principles for calculating variable
remuneration are developed in such a way as to be consistent with the Bank’s strategy, objectives, values, long-term
interests of continuing operations, and to promote sound and effective risk management, to prevent conflicts of interest, to
ensure adherence to the Code of Ethics, and to ensure that the recipients are not incentivized to take excessive risks.
Employees may be paid other allowances/supplements to reward individual or group performance, significant project work,
or the performance of additional job functions (in addition to their job role). The provisions of the Remuneration Policy and
their implementation are detailed in the rules of the remuneration system, which set out the process of meeting the
objectives, the documents to be prepared and/or submitted, the provisions and criteria for granting the relevant type of
remuneration, and in other internal regulations of the Bank. The Bank does not have any internal processes or rules in
place allowing for the clawback of variable remuneration; therefore, such a possibility is not applied.
Individual components of the remuneration system may also be regulated by other internal regulations of the Bank.
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
(All amounts are in TEUR, unless specified otherwise)
9
General quantitative information by job grade:
Year 2025
Fixed
remuneration
(EUR thousand)*
Variable
remuneration
(EUR thousand)
Number of
recipients
Management of the Bank (the Management Board)
849
238
5
Bank employees, whose decisions could significantly impact
the risk taken by the Bank, excluding the Management Board
3,104
599
58
Other Bank employees
6,252
785
250
Total
10,205
1,622
313
Year 2024
Fixed
remuneration
(EUR thousand)*
Variable
remuneration
(EUR thousand)
Number of
recipients
Management of the Bank (the Management Board)
708
150
5
Bank employees, whose decisions could significantly impact
the risk taken by the Bank, excluding the Management Board
2,195
555
37
Other Bank employees
6,508
740
303
Total
9,411
1,445
345
* The amounts of remuneration paid net of taxes paid by the employer.
Other employee benefits (bonuses, special allowances and incentives) were granted in accordance with the Bank’s internal
regulations. All variable remuneration, bonuses, supplements and other allowances awarded in 2025 were paid in cash.
Awarding payments related to the termination of a contract:
Year 2025
Number of
recipients
Amount of
severance pay
(thousand EUR)
Biggest amount
for one recipient
(thousand EUR)
The Bank
8
117
43
Year 2024
Number of
recipients
Amount of
severance pay
(thousand EUR)
Biggest amount
for one recipient
(thousand EUR)
Bank
39
140
43
Average salary of bank employees (excluding members of the board and supervisory bodies) and net profit:
2025
2024
2023
2022
2021
Net profit, EUR thousand
5,525
7,381
8,238
5,228
4,647
Average salary, EUR thousand
2.9
2.7
2.0
2.1
1.9
11. Bank governance
The bodies of the Bank are the General Meeting of Shareholders, the Supervisory Board, the Board, and the Head of
Administration. The Bank’s governing bodies are the Board of the Bank and the Head of Administration of the Bank.
The General Meeting of Shareholders is convened annually, not later than within 3 months after the end of the financial
year. Extraordinary General Meetings of Shareholders may also be convened. The Board, the Supervisory Board and/or
shareholders holding 1/10 of the total number of votes have the right to convene the meeting. The Law on Companies of
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
(All amounts are in TEUR, unless specified otherwise)
10
the Republic of Lithuania provides for cases when the General Meeting of Shareholders may be convened by other
persons.
The General Meeting of Shareholders is organised, voting is carried out and decisions are taken in accordance with the
procedure laid down in the Law on Companies of the Republic of Lithuania.
The General Meeting of Shareholders has the exclusive right to:
• amend the Articles of Association of the Bank, unless otherwise provided for by the applicable laws;
• change the registered office of the Bank;
• elect the members of the Supervisory Board of the Bank;
• remove the Bank’s Supervisory Board or its members;
• appoint and dismiss auditors, the audit firm, or the independent sustainability reporting assurance service provider
for the provision of sustainability reporting assurance services;
• approve the Bank’s annual financial statements, except in cases provided for by law;
• determine the class, number, nominal value, and minimum issue price of the shares issued by the Bank, as well
as to set other conditions for the Bank’s share issuance;
take a decision:
• to issue convertible bonds;
• to withdraw for all the shareholders the right of pre-emption in acquiring the shares or convertible bonds of a
specific issue of the Bank;
• to convert the Bank’s shares of one class to another, to approve the share conversion procedure;
• on distribution of profit/loss;
• on creation, use, reduction and termination of reserves;
• to increase the authorized capital;
• to reduce the authorised capital, except as otherwise provided by law;
• for the Bank to purchase own shares;
• on the reorganisation or separation of the Bank and the approval of the terms of the reorganisation or separation;
• to restructure the Bank;
• to liquidate the Bank, cancel the liquidation of the Bank, except as otherwise provided by law;
• to elect and remove the liquidator of the Bank, except as otherwise provided by law.
The General Meeting of Shareholders may also decide on other matters, provided that, in accordance with the law and the
Bank’s Articles of Association, such matters are not attributed to the competence of the other bodies of the Bank and that
they do not constitute, in substance, the functions of the Bank’s governing bodies.
The Head of Administration, members of the Board and the Supervisory Board of the Bank may participate in the Bank’s
General Meetings of Shareholders.
The Supervisory Board of the Bank is a collegial body supervising the activities of the Bank. The Supervisory Board of
the Bank is chaired by its Chairperson. The Bank’s Supervisory Board, consisting of four (4) members, is elected by the
Bank’s General Meeting of Shareholders for a period of four (4) years.
The Articles of Association of the Bank provide that there is no limit to the number of terms a member of the Bank’s
Supervisory Board may serve.
Functions of the Bank’s Supervisory Board:
• elects and removes the members of the Board of the Bank. If the Bank is operating at a loss, the Supervisory
Board of the Bank must consider whether the members of the Board of the Bank are suitable for the position.
• supervises activities of the Board and Head of Administration of the Bank.
• approves the Rules of Procedure of the Supervisory Board of the Bank.
• approves operational plans of the Bank.
• Approves the policies governing the operations of the Bank.
• ensures that the Bank has effective internal control and internal audit systems.
• sets up the Audit Committee and approves the Audit Committee’s Rules of Procedure.
• Approves the description of the procedures and conditions for assessing transactions with related parties that are
concluded under normal market conditions in the ordinary course of business, as defined in the Law on
Companies.
• submits proposals and feedback to the Bank’s General Meeting of Shareholders on the Bank’s business strategy,
the Bank’s set of annual financial statements, the project for distributing profit/loss and the Bank’s management
report, as well as on the performance of the Board and the Head of Administration of the Bank.
• lays down the procedure for lending, which is subject to the approval of the Bank’s Supervisory Board.
• submits proposals to the Board and the Head of Administration of the Bank to revoke their decisions that contradict
the laws and other legal acts, the Articles of Association of the Bank or decisions of the Bank’s General Meeting
of Shareholders.
• considers and decides on other matters that must be considered or decided on by the Supervisory Board of the
Bank under the laws, the Articles of Association of the Bank and decisions of the Bank’s General Meeting of
Shareholders.
• Determines the list of transactions and decisions that do not fall within the Bank's ordinary operations and may
have a significant impact on its assets or liabilities, for which the Bank's management bodies must obtain the
approval of the Supervisory Board.
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
(All amounts are in TEUR, unless specified otherwise)
11
The members of the Bank’s Supervisory Board were elected at the Bank’s Ordinary General Meeting of Shareholders on
29 March 2021 for a period of four (4) years. The term of office of the Bank’s Supervisory Board will end in March 2025.
As at 31 December 2025, the members of the Bank’s Supervisory Board were:
Name, surname
Position on the
Bank’s
Supervisory
Board
Place of employment
Gintaras Treinys
Chairman of the
Supervisory Board
Maden Holding S.A. Lithuanian Branch, reg. No. 304830982, address: Č.
Sugiharos g. 3, Vilnius, Board Member, Manager (primary workplace).
MB Valdymas UAB, reg. No. 305663422, address: Č. Sugiharos g. 3,
Vilnius, Director, Board Member.
Maden Holding S.A., reg. No. B65125, 6 Rue Heine, Luxembourg, Board
Member.
SK Impeks Medicinos Diagnostikos Centras UAB, reg. No. 111508848, V.
Grybo g. 32 A, Vilnius, Board Member.
Vilniaus Autotransportas UAB, reg. No. 120057853, Pakalniškių g. 9,
Vilnius, shareholder.
Andrius Budnikas
Member of the
Supervisory Board
Maden Holding S.A. Lithuanian Branch, reg. No. 304830982, address: Č.
Sugiharos g. 3, Vilnius, Board Member, Head of Business Development
MB Valdymas UAB, reg. No. 305663422, address: Č. Sugiharos g. 3,
Vilnius, Board Member.
B Cap MB, reg. No. 305770680, address: V. Žalakevičiaus g. 13-41, Vilnius,
Director, owner (primary workplace).
Vytenis Rasutis
Member of the
Supervisory Board
Anchor Capital, address: 25 Eden Quay, Dublin, Ireland, Director.
Kęstutis Jovaišas
Member of the
Supervisory Board
EditAI UAB, reg. No. 306384176
Šiaulių g. 10-56, Vilnius, Director, shareholder (primary workplace).
Gooliver UAB, reg. No. 305426380
Lvovo g. 25-702,Vilnius, shareholder (partner).
The remuneration of the members of the Bank’s Supervisory Board elected on 21 March 2025 was determined by the
Bank’s General Meeting of Shareholders. Previously, no remuneration was paid to individuals serving on the Bank’s
Supervisory Board.
In 2025–2024, the Chairman of the Bank’s Supervisory Board received a monthly remuneration of EUR 6 thousand (before
applicable taxes). A member of the Bank’s Supervisory Board received a monthly remuneration of EUR 5 thousand (before
applicable taxes).
No bonuses were paid to the members of the Bank’s Supervisory Board during 2024-2025.
The Board of the Bank is a collegial management body of the Bank consisting of five (5) members. The Board of the Bank
governs the Bank, handles its affairs, represents it and is responsible for the proper provision of financial services of the
Bank in accordance with the law. The procedure of work of the Board of the Bank is laid down in the Rules of Procedure
of the Board of the Bank. The Bank’s Supervisory Board elects and removes the members of the Board of the Bank. The
term of office of the Board of the Bank is four (4) years and the number of terms is not limited. If individual members of the
Board of the Bank are being elected, they are elected until the end of the term of office of the existing Board of the Bank.
The Bank’s Board considers and approves:
• the management report;
• the Bank’s governance structure and staff positions, as well as the positions to which staff are recruited with the
approval of the Bank’s Board and the positions filled through a competitive selection process;
• the regulations of the branches, representative offices and other individual units of the Bank;
• the regulations of the Bank’s Loan Committee and Risk Management Committee;
• the procedures for writing off loans and other debt obligations;
• the rules of procedures of the Board.
The Board of the Bank elects/appoints and removes from office the Bank’s Head of Administration and their deputies. The
Board of the Bank determines the remuneration and other terms of employment of the Head of Administration of the Bank,
approves his/her job description, provides incentives to him/her and imposes penalties on him/her. The Board of the Bank
defines what information is considered to be the Bank’s trade secret and confidential information.
The Board of the Bank adopts:
• decisions on the Bank becoming the promoter and/or participant in other legal entities;
• decisions on opening branches, representative offices and other separate units of the Bank and on terminating
their activities;
• decisions on the investment, transfer or lease of fixed assets with the book value exceeding 1/20 of the Bank’s
authorised capital (calculated separately for each type of transaction);
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
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12
• decisions on the pledge and mortgage of fixed assets with the book value exceeding 1/20 of the Bank’s authorised
capital (the total amount of transactions is calculated);
• decisions on the issue of guarantees or surety bonds to secure obligations of other entities in the amount
exceeding 1/20 of the Bank’s authorised capital;
• decisions on the acquisition of fixed assets for a price exceeding 1/20 of the Bank’s authorised capital;
• decisions to issue bods;
• decisions on other matters that are considered or decided by the Board under the laws and the Articles of
Association of the Bank.
The Board of the Bank determines:
• the procedure of issue of bonds of the Bank. When the General Meeting of Shareholders decides on the issue of
convertible bonds, the Board has the right to set additional terms and conditions for the issue of such bonds and
to approve the bond subscription agreements, which may be signed by the Head of Administration of the Bank or
his/her authorised representative.
The Board of the Bank implements the decisions taken by the Bank’s General Meeting and the Bank’s Supervisory Board.
The Board of the Bank analyses and evaluates the materials provided by the Head of Administration of the Bank on:
• the draft of the Bank’s operational strategy and information on its implementation, together with
comments/recommendations regarding these, submitted to the Supervisory Board;
• information on the organization of the Bank’s operations;
• information on the Bank’s financial position;
• information on business performance results, income and expenditure budgets, inventory data, and other
accounting data relating to changes in assets.
The Board of the Bank also analyses and assesses the Bank’s set of annual financial statements and the profit/loss
distribution project and, together with the management report, submits them to the Supervisory Board and the General
Meeting of Shareholders of the Bank, and decides on other issues related to the Bank’s activities, if these are not within
the competence of other Bank’s bodies according to the law or the Articles of Association of the Bank.
The Board of the Bank is responsible for convening and holding the Bank’s General Meetings of Shareholders in a timely
manner.
As at 31 December 2025, the members of the Board of the Bank were:
Name, surname
Position on the Board of the
Bank
Other positions held at the Bank
Other workplaces and
positions
Marius Arlauskas
Chairman of the Board
Head of Administration
None
Igor Kovalčuk
Board Member
Deputy Head of the Administration,
Director of Legal and Compliance
Division
None
Snieguolė
Kudrevičienė
Board Member
Director of Risk Division
None
Andrius Bernotas
Board Member
Director of Finance Division
Vilnius Evangelical Church,
legal entity code 191700351,
board member.
Julius Ivaška
Board Member
Director of Business Division
None
The term of office of the members of the Board of the Bank ends in March 2028.
The Board Members are also employees of the Bank. Members of the Board of the Bank may receive an annual variable
remuneration for their service on the Board. The average remuneration paid to 5 Board Members, which were acting one
year, in 2025, including variable remuneration and bonuses (before applicable taxes), was EUR 218 thousand (EUR 197
thousand in 2024).
No bonuses were paid to the members of the Board of the Bank during 2024-2025.
Information on the principles concerning the election of the members of the Board of the Bank and the amendment
of the Articles of Association of the Bank
The principles of election of the members of the Board of the Bank are governed by the Law on Companies of the Republic
of Lithuania, the Law on Banks of the Republic of Lithuania and the Bank’s Articles of Association. Members of the Board
of the Bank are elected by the Bank’s Supervisory Board after an assessment of the candidates for the Board in accordance
with the procedures laid down by the Bank’s internal regulations, which includes an assessment of the candidate’s
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
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13
qualification, professional experience, reputation and other aspects. The Bank of Lithuania’s authorisation must be
obtained before an elected candidate for the Board of the Bank can take office.
In the selection of the members of the Board of the Bank, the Bank does not discriminate on the basis of gender, sexual
orientation, race, nationality, citizenship and social status, religion, marital and family status, age, beliefs or opinions,
membership of political parties and public organisations, or circumstances unrelated to the professional qualifications of a
candidate for the Board. The aim of the selection of the members of the Board of the Bank is to build an effective team that
is both capable and willing to achieve the Bank’s objectives.
Amendments to the Bank’s Articles of Association are made in accordance with the Law on Companies of the Republic of
Lithuania and the Bank’s Articles of Association. The Articles were last amended and a new version was approved at the
Annual General Meeting of Shareholders held on 21 March 2025. After receiving the permission of the Bank of Lithuania
to register the amendments to the Articles related to the increase of the share capital, the amended Articles were registered
in the Register of Legal Entities on 25 June 2025.
The Head of Administration is a single-person management body of the Bank who organises day-to-day activities of the
Bank and performs other actions necessary to perform his/her functions, implement the decisions of the Bank’s bodies and
ensure the Bank’s activities.
The Head of Administration performs the following functions:
• organises day-to-day activities of the Bank.
• hires and dismisses employees of the Bank, concludes and terminates employment contracts concluded with
them, provides incentives to them and imposes sanctions on them. The Head of Administration is entitled to
authorise another Bank employee to perform actions listed in this paragraph.
• represents the Bank in dealings with other persons, in a court and arbitral tribunal without a separate authorisation.
• issues and revokes authorisations to represent the Bank.
• issues orders.
• performs other actions necessary to perform the functions assigned to the Head of Administration, to implement
the decisions of the bodies of the Bank and to ensure the Bank’s operations.
The Head of Administration is responsible for:
• organising the Bank’s activities and achieving its goals.
• drawing up a set of annual financial statements and the management report.
• concluding an agreement with the audit firm.
• submitting information and documents to the General Meeting of Shareholders, the Supervisory Board and the
Board in the cases provided for in the laws or at the request of the respective bodies.
• the submission of documents and particulars of the Bank to the manager of the Register of Legal Entities.
• the submission of documents to the manager of the Register of Legal Entities.
• publishing information required by laws and other regulations in sources specified in the Articles of Association of
the Bank.
• submitting information to the shareholders.
• drawing up the list of shareholders of the Bank and submitting it to the Register of Legal Entities.
• fulfilling other duties provided for in laws and regulations, Articles of Association of the Bank and job description
of the Head of Administration of the Bank.
The Head of Administration of the Bank acts on behalf of the Bank and has the right to conclude transactions unilaterally,
except as otherwise provided for in the laws, the Articles of Association of the Bank or decisions of the Bank’s bodies.
Committees of the Bank
The Bank has permanent non-structural units, i.e., the Audit Committee, the Loan Committee and the Risk Management
Committee. The procedure for the setting up and operation of these Bank Committees, as well as the competence
requirements for the members of these Bank Committees, are set out in the legislation of the supervisory authority, the
Bank’s Articles of Association, the regulations of the relevant Bank Committees and other documents adopted by the
Bank’s bodies.
The Loan Committee examines loan application documents, decides on the granting of loans and changes to their terms,
assesses the risk of the loan, makes proposals on the granting of loans, the interest rate on loans, the improvement of
loan administration procedures and performs other functions as set out in the Loan Committee’s regulations. The Loan
Committee is set up and its activities are supervised and evaluated by the Board of the Bank.
As at 31 December 2025, the members of the Loan Committee were:
Name, surname
Chairwoman
Jurgita Kveragienė
Members:
Inga Bačiulienė
Mindaugas Bičkauskas
Agnė Naujokaitienė
Eglė Juknienė
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
(All amounts are in TEUR, unless specified otherwise)
14
The Risk Management Committee identifies, assesses, monitors and controls all risks to which the Bank are exposed,
monitors acceptable risk parameters and performs other functions as set out in the Risk Management Committee’s
regulations. The Risk Management Committee is set up and its activities are supervised by the Board of the Bank.
As at 31 December 2025, the members of the Risk Management Committee were:
Name, surname
Chairwoman
Laura Karpinskienė
Members:
Modestas Sutkaitis
Lina Bertašienė
Renata Lavrenčiuk
Gražina Vilimienė
The Audit Committee monitors the effectiveness of the Bank’s internal quality control, risk management systems and
internal audit, monitors and ensures the smooth organisation of the audit process of the Bank’s financial statements, is
responsible for conducting the selection procedure of the external audit firm for the audit of the Bank’s financial statements,
coordinates and evaluates the work of the Bank’s Internal Audit Department, ensures the appropriate and timely
submission of information on the Audit Committee’s activities, the oversight of the audit firm, the processes of its selection,
appointment and replacement to the Bank’s Supervisory Board, the Bank’s General Meeting of Shareholders and the
competent authorities.
As at 31 December 2025, the members of the Audit Committee were:
Name, surname
Chairwoman
Kristina Rinkevičienė
Members:
Kęstutis Jovaišas
Jūratė Zarankienė
Justas Šablinskas
The remuneration for the Chair of the Audit Committee and its members was determined by the Bank’s Supervisory Board.
In 2025–2024, the Chair of the Audit Committee and its members received a monthly remuneration of EUR 2,000 (before
applicable taxes).
12. Internal control over the activities of the Bank
The internal control requirements for the Bank’s activities are set out in the laws, the supervisory authority’s regulations
and the Bank’s internal regulations.
Internal control over the Bank’s activities is ensured by a sound and properly functioning internal control system:
• an appropriate organisational structure of the Bank that ensures separation of functions and vertical and horizontal
lines of responsibility;
• an internal information system, a communication system of the Bank’s bodies, enabling timely decision-making.
• staff responsibilities and competences;
• dual control of operational procedures, risk control and management;
• adequate internal control procedures;
• periodic assessment of the internal control system and remediation of any weaknesses found.
An effective internal control system ensures only moderate, not absolute, achievement or maintenance of the Bank’s
objectives. Organisational changes and the attitudes of supervisors can have a significant impact on the effectiveness of
internal control and the staff who implement the system, so the Bank regularly review and update controls and keep staff
informed of changes.
The Internal Audit Department is the Bank’s internal audit unit that develops methods for assessing the internal control
system, examines and assesses the adequacy and effectiveness of the Bank’s internal control and risk management
systems, the application of individual internal control procedures, checks that the risks taken are within the Bank’s risk
limits and that the Bank complies with the requirements of the law and the supervisory authority, monitors the
implementation of the Bank’s business strategy, the Bank’s policies and compliance with the Bank’s policies and
procedures, and performs other functions as set out in its regulations. The Internal Audit function is permanent and
independent of the Bank’s other structural units and staff. The Bank’s Supervisory Board approves the Internal Audit Policy.
The job descriptions of the staff of the Internal Audit Department, the rules for the conduct of internal audit and the work
plan are approved by the Audit Committee.
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
(All amounts are in TEUR, unless specified otherwise)
15
13. Information on related-party transactions
The Bank when entering into transactions with related parties, apply arm’s length terms and conditions.
14. Information on existing restrictions on voting rights
Voting rights are not restricted. Pursuant to the decision of the European Central Bank of 5 March 2021, the shareholders
of the Bank have transferred all voting rights at the Bank's General Meeting of Shareholders to MB Valdymas UAB
(registration No. 305663422, address: Č. Sugiharos g. 3, Vilnius).
16 March 2026
Chairman of the Board and
Head of Administration
M. Arlauskas
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
(All amounts are in TEUR, unless specified otherwise)
16
Corporate Governance Report of the Bank
(Annex to the Management Report for 2024)
1. Reference(s) to the applicable Corporate Governance Code(s) and where it/they is/are published and/or a
reference to all publicly available information on corporate governance practices
The Bank, in accordance with Article 12(3) of the Law on Securities of the Republic of Lithuania and Clause 24.5 of the
Listing Rules of Nasdaq Vilnius AB, discloses its compliance with the Corporate Governance Code for Companies Listed
on the Nasdaq Vilnius stock exchange and its specific provisions or recommendations. Where this Code or any of its
provisions or recommendations are not complied with, the specific provisions or recommendations that are not complied
with and the reasons for non-compliance are stated, together with other explanatory information. The Bank follows the
version of the Corporate Governance Code for Companies Listed on Nasdaq Vilnius AB approved on 15 January 2019
and the corporate governance report form prepared in accordance with it.
2. In the event of a deviation from, and/or non-compliance with the applicable provisions of Corporate Governance
Code(s), the provisions being deviated from and/or not complied with and the reasons for it
Information on compliance/non-compliance with the provisions of the Corporate Governance Code for Companies Listed
on Nasdaq Vilnius AB is presented in a structured manner in Table 2.
2. Structured table for disclosure:
PRINCIPLES/RECOMMENDATIONS
YES / NO /
NOT
APPLICA
BLE
COMMENT
Principle No. 1: General Meeting of Shareholders, equitable treatment of shareholders, and shareholders’ rights
• The corporate governance framework should ensure the equitable treatment of all shareholders. The
corporate governance framework should protect the rights of shareholders.
1.1. All shareholders should be provided with access to the
information and/or documents established in the legal acts and
to participate in decision making important to the company on
equal terms.
Yes
The voting rights and other non-property
rights of the Bank’s shareholders are
exercised by MB Valdymas UAB, to which
the Bank’s shareholders have
contractually assigned their voting rights
and other non-property rights at the
Bank’s General Meeting of Shareholders,
in accordance with the decision of the
European Central Bank of 5 March 2021.
The Bank ensures that persons
representing MB Valdymas UAB and
exercising voting and other non-property
rights of the Bank’s shareholders have
equal access to information provided for
by the legislation, in accordance with the
principles of objectivity, promptness,
impartiality and equality.
1.2. It is recommended that the company’s capital should
consist only of the shares that grant the same rights to voting,
ownership, dividends and other rights to all of their holders.
Yes
The Bank’s authorised capital consists of
101,977,517 ordinary registered shares,
all of which grant equal rights to all
shareholders. Each share carries one
vote.
.
1.3. It is recommended that investors should have access to the
information concerning the rights attached to the shares of the
new issue or those issued earlier in advance, i.e., before they
purchase shares.
Not
applicable
The shares of the Bank, as a private
limited liability company, are not traded on
a stock exchange.
1.4. Exclusive transactions that are particularly important to the
company, such as transfer of all or almost all assets of the
company which in principle would mean the transfer of the
company, should be subject to approval of the General Meeting
of Shareholders.
No
The Bank’s Articles of Association provide
that decisions on the disposal of assets
with a book value exceeding 1/20 of the
Bank’s authorised capital are taken by the
Board of the Bank. However, the Bank’s
Supervisory Board has approved a list of
transactions and decisions that do not fall
within the scope of the Bank’s ordinary
activities and may have a significant
impact on its assets or liabilities, and for
which the Bank’s management bodies
URBO BANKAS UAB
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must obtain the Supervisory Board’s
approval.
1.5. Procedures for convening and attending a General Meeting
of Shareholders should provide shareholders with equal
opportunities to participate in the General Meeting of
Shareholders and should not prejudice the rights and interests
of shareholders. The chosen venue, date and time of the
General Meeting of Shareholders should not prevent active
participation of shareholders at the general meeting. In the
notice of the General Meeting of Shareholders being convened,
the company should specify the last day on which the proposed
draft resolutions should be submitted at the latest.
Yes
The procedure for organising and
participating in the Bank’s General
Meeting of Shareholders is regulated by
the Bank’s Articles of Association.
1.6. With a view to ensuring the right of shareholders living
abroad to access the information, it is recommended, where
possible, that documents prepared for the General Meeting of
Shareholders in advance should be announced publicly not only
in Lithuanian language but also in English and/or other foreign
languages in advance. It is recommended that the minutes of
the General Meeting of Shareholders after the signing thereof
and/or adopted decisions should be made available publicly not
only in Lithuanian language but also in English and/or other
foreign languages. It is recommended that this information
should be placed on the website of the company. Such
documents may be published to the extent that their public
disclosure is not detrimental to the company or the company’s
commercial secrets are not revealed.
Not
applicable
The voting rights and other non-property
rights of the Bank’s shareholders are
exercised by MB Valdymas UAB, in
accordance with the decision of the
European Central Bank of 5 March 2021.
Information is provided directly to the
representatives of this legal entity in
Lithuanian.
1.7. Shareholders who are entitled to vote should be provided
with the opportunity to vote at the General Meeting of
Shareholders both in person and in absentia. Shareholders
should not be prevented from voting in writing in advance by
completing the general voting ballot.
Yes
The Bank’s Articles of Association provide
that the Bank’s shareholders are given the
opportunity to vote at the Bank’s General
Meeting of Shareholders either by
attending the General Meeting of
Shareholders in person or by completing a
general ballot paper in advance by means
of electronic communications.
1.8. With a view to increasing the shareholders’ opportunities to
participate effectively at General Meetings of Shareholders, it is
recommended that companies should apply modern
technologies on a wider scale and thus provide shareholders
with the conditions to participate and vote in General Meetings
of Shareholders via electronic means of communication. In such
cases the security of transmitted information must be ensured,
and it must be possible to identify the participating and voting
person.
Yes
The Bank’s Articles of Association provide
that the Bank’s shareholders are given the
opportunity to vote at the Bank’s General
Meeting of Shareholders either by
attending the General Meeting of
Shareholders in person or by completing a
general ballot paper in advance by means
of electronic communications.
1.9. It is recommended that the notice on the draft decisions of
the General Meeting of Shareholders being convened should
specify new candidatures of members of the collegial body, their
proposed remuneration and the proposed audit company if
these issues are included into the agenda of the General
Meeting of Shareholders. Where it is proposed to elect a new
member of the collegial body, it is recommended that the
information about his/her educational background, work
experience and other managerial positions held (or proposed)
should be provided.
Yes
The procedure for organizing the Bank’s
General Meeting of Shareholders is
regulated by the Bank’s Articles of
Association. All information required for
adopting the decisions scheduled for the
General Meeting of Shareholders is
provided in detail in the notice of the
meeting. Since the appointment and
suitability assessment of the Bank’s
managers, as defined in the Law on Banks
of the Republic of Lithuania, are subject to
specific legal requirements,
comprehensive information on the
candidates for the Bank’s Supervisory
Board is provided
.
1.10. Members of the company’s collegial management body,
heads of the administration or other competent persons related
to the company who can provide information related to the
agenda of the General Meeting of Shareholders should take part
in the General Meeting of Shareholders. Proposed candidates
to member of the collegial body should also participate in the
General Meeting of Shareholders in case the election of new
members is included into the agenda of the General Meeting of
Shareholders.
Yes
The Bank’s General Meeting of
Shareholders shall be attended by
persons who can provide information
relevant to the agenda of the Bank’s
General Meeting of Shareholders. The
Bank’s Articles of Association also provide
that members of the Bank’s Supervisory
Board, members of the Board, the Head of
Administration, the auditor who has
prepared the auditor’s report and the audit
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
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report on the financial statements are
entitled to attend and speak at the Bank’s
General Meeting of Shareholders. In
practice, members of the Bank’s Audit
Committee are also invited to attend the
General Meeting of Shareholders
whenever possible.
Principle No. 2: Supervisory Board
2.1. Functions and liability of the Supervisory Council
• The Supervisory Council of the company should ensure representation of the interests of the company
and its shareholders, accountability of this body to the shareholders and objective monitoring of the
company’s operations and its management bodies as well as constantly provide recommendations to the
management bodies of the company.
• The Supervisory Council should ensure the integrity and transparency of the company’s financial
accounting and control system.
2.1.1. Members of the Supervisory Board should act in good
faith, with care and responsibility for the benefit and in the
interests of the company and its shareholders and represent
their interests, having regard to the interests of employees and
public welfare.
Yes
The Rules of Procedure of the Supervisory
Board stipulate that the members of the
Supervisory Board of the Bank have a duty
to act honestly, diligently, responsibly and
reasonably in the best interests of the
Bank and in the interests of the Bank’s
employees and the public good.
2.1.2. Where decisions of the Supervisory Board may affect the
interests of the company’s shareholders differently, the
Supervisory Board should treat all shareholders impartially. It
should ensure that shareholders are properly informed about
the company’s strategy, risk management and control and
resolution of conflicts of interest.
Yes
The Bank’s Supervisory Board ensures
that the company, exercising the voting
rights and other non-property rights of the
Bank’s shareholders, MB Valdymas UAB,
is informed about the Bank’s strategy, risk
management and control, quarterly
financial results.
2.1.3. The Supervisory Board should be impartial in passing
decisions that are significant for the company’s operations and
strategy. Members of the Supervisory Board should act and
pass decisions without an external influence from the persons
who elected them.
Yes
In making its decisions, the Bank’s
Supervisory Board is guided by legal
requirements. The Rules of Procedure of
the Supervisory Board lay down the duty
of the members of the Supervisory Board
of the Bank to act honestly, diligently,
responsibly and reasonably in the best
interests of the Bank and in the interests
of the Bank’s employees and the public
good and to maintain, under all conditions,
the independence of their analysis,
decision-making and actions, to be loyal to
the Bank, not to seek or accept any undue
advantage which may compromise their
independence, and to express their
objection clearly in the event that they
consider that a decision of the Bank’s
Supervisory Board may be prejudicial to
the Bank.
2.1.4. Members of the Supervisory Board should clearly voice
their objections in case they believe that a decision of the
Supervisory Board is against the interests of the company.
Independent members of the Supervisory Board should: a)
maintain independence of their analysis and decision-making;
b) not seek or accept any unjustified privileges that might
compromise their independence.
Yes
The Bank ensures that the members of the
Bank’s Supervisory Board are able to
express their views on all items on the
agenda of the Bank’s Supervisory Board
meeting, as provided for in the Rules of
Procedure of the Supervisory Board, and
that the dissenting opinions of the
participants in the meeting are annexed to
the minutes of the Bank’s Supervisory
Board meeting.
2.1.5. The Supervisory Board should oversee that the
company’s tax planning strategies are designed and
implemented in accordance with the legal acts in order to avoid
faulty practice that is not related to the long-term interests of the
company and its shareholders, which may give rise to
reputational, legal or other risks.
Yes
The Bank’s Supervisory Board, in the
exercise of its functions under the law and
the Bank’s Articles of Association,
supervises the Bank’s activities to ensure
that the Bank’s strategies are
implemented in accordance with the law.
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2.1.6. The company should ensure that the Supervisory Board
is provided with sufficient resources (including financial) to
discharge its duties, including the right to obtain all the
necessary information or to seek independent professional
advice from external legal, accounting or other experts on
matters pertaining to the competence of the Supervisory Board
and its committees
Yes
The Bank ensures that the Bank’s
Supervisory Board is adequately
resourced (provision of a secretary for the
meetings of the Bank’s Supervisory
Board, provision of technical facilities for
remote meetings). The Rules of
Procedure of the Supervisory Board also
provide that each member of the Bank’s
Supervisory Board, subject to the approval
of the Bank’s Supervisory Board, shall
have the right, in accordance with the
Bank’s procedure for the purchase of
goods and services, to seek independent
professional advice on behalf of the Bank
from external legal, accounting or other
specialists on matters within the
competence of the Supervisory Board of
the Bank.
2.2. Formation of the Supervisory Board
• The procedure for the formation of the Supervisory Board should ensure proper resolution of conflicts of
interest, and effective and fair corporate governance.
2.2.1. The members of the Supervisory Board elected by the
General Meeting of Shareholders should collectively ensure the
diversity of qualifications, professional experience and
competences and seek for gender equality. With a view to
maintaining a proper balance between the qualifications of the
members of the Supervisory Board, it should be ensured that
members of the Supervisory Board, as a whole, should have
diverse knowledge, opinions and experience to duly perform
their tasks.
Yes / No
The members of the Bank’s Supervisory
Board, elected at the Bank’s General
Meeting of Shareholders held on 21 March
2025, collectively ensure a diversity of
qualifications, professional experience
and competences. Gender balance in the
Bank’s Supervisory Board is not ensured.
2.2.2. Members of the Supervisory Board should be appointed
for a specific term, subject to individual re-election for a new
term in office in order to ensure necessary development of
professional experience.
Yes
The Bank’s Articles of Association provide
that the Bank’s Supervisory Board,
consisting of four (4) members, is elected
by the Bank’s General Meeting of
Shareholders for a term of four (4) years.
There is no limit to the number of terms of
office of the members of the Bank’s
Supervisory Board.
2.2.3. Chair of the Supervisory Board should be a person whose
current or past positions constitute no obstacle to carry out
activities impartially. A former manager or management board
member of the company should not be immediately appointed
as a chair of the Supervisory Council either. Where the company
decides to depart from these recommendations, it should
provide information on the measures taken to ensure
operational impartiality.
Yes
The person holding the position of Chair of
the Bank’s Supervisory Board does not
hold any other position in the Bank.
2.2.4. Each member should devote sufficient time and attention
to perform his/her duties as a member of the Supervisory Board.
Each member of the Supervisory Board should undertake to
limit his/her other professional obligations (particularly the
managing positions in other companies) so that they would not
interfere with the proper performance of the duties of a member
of the Supervisory Board. Should a member of the Supervisory
Board attend less than a half of the meetings of the Supervisory
Board throughout the financial year of the company, the
shareholders of the company should be notified thereof.
Yes
The minutes of the meetings of the Bank’s
Supervisory Board record the attendance
of each member of the Bank’s Supervisory
Board at the meeting. A meeting of the
Bank’s Supervisory Board is deemed to
have been held if more than 1/2 of the
members of the Bank’s Supervisory Board
were present. Forty (40) meetings of the
Bank’s Supervisory Board were held in
2025.
2.2.5. When it is proposed to appoint a member of the
Supervisory Board, it should be announced which members of
the Supervisory Board are deemed to be independent. The
Supervisory Board may decide that, despite the fact that a
particular member meets all the criteria of independence,
he/she cannot be considered independent due to special
personal or company-related circumstances.
Yes
All information on candidates for the
Bank’s Supervisory Board is provided in
advance of the Bank’s General Meeting of
Shareholders.
2.2.6. The amount of remuneration to members of the
Supervisory Board for their activity and participation in meetings
of the Supervisory Board should be approved by the General
Meeting of Shareholders.
Yes
The remuneration of the members of the
Bank’s Supervisory Board was
determined by the decision of the General
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Meeting of Shareholders of the Bank on 2
May 2023. Following the re-election of the
Supervisory Board members for a new
term on 21 March 2025, the remuneration
remained unchanged.
2.2.7. Every year the Supervisory Board should carry out an
assessment of its activities. It should include evaluation of the
structure of the Supervisory Board, its work organisation and
ability to act as a group, evaluation of the competence and work
efficiency of each member of the Supervisory Board, and
evaluation whether the Supervisory Board has achieved its
objectives. The Supervisory Board should, at least once a year,
make public respective information about its internal structure
and working procedures.
Yes
At least once a year, the Bank conducts an
assessment of the effectiveness of the
Bank’s internal governance system,
during which the Bank’s Supervisory
Board assesses its own performance. The
Bank’s Articles of Association require the
Bank’s Supervisory Board to report to the
Bank’s General Meeting of Shareholders
at least once a year or upon its request.
Principle No. 3: Board
3.1. Functions and liability of the Board
• The Board should ensure the implementation of the company’s strategy and good corporate governance
with due regard to the interests of its shareholders, employees and other interest groups.
3.1.1. The Board should ensure the implementation of the
company’s strategy approved by the Supervisory Board if the
latter has been formed at the company. In such cases where the
Supervisory Board is not formed, the Board is also responsible
for the approval of the company’s strategy.
Yes
The Board of the Bank ensures the
implementation of the Strategic Business
Plan 2024-2026 of Urbo Bankas UAB
approved by the Bank’s Supervisory
Board on 29 November 2023.
3.1.2. As a collegial management body of the company, the
Board performs the functions assigned to it by the Law and in
the Articles of Association of the company, and in such cases
where the Supervisory Board is not formed in the company, it
performs inter alia the supervisory functions established in the
Law. By performing the functions assigned to it, the Board
should take into account the needs of the company’s
shareholders, employees and other interest groups by
respectively striving to achieve sustainable business
development.
Yes
Given that the Bank has a Supervisory
Board, the Bank’s Board performs the
functions assigned to it by the legislation
and the Bank’s Articles of Association.
The Rules of Procedure of the Board
provide that the members of the Board of
the Bank shall observe the duty to act
honestly, diligently, responsibly and
reasonably in the best interests of the
Bank and in the interests of its
employees and the public good.
3.1.3. The Board should ensure compliance with the laws and
the internal policy of the company applicable to the company or
a group of companies to which this company belongs. It should
also establish the respective risk management and control
measures aimed at ensuring regular and direct liability of
managers.
Yes
In the exercise of the functions assigned
to it by the legislation and the Bank’s
Articles of Association, the Board of the
Bank ensures that the Bank complies
with the legislation and the policies
approved by the Bank’s Supervisory
Board, and determines the risk
management and control measures, the
reporting procedures and the frequency
of reporting.
3.1.4. The Board should also ensure that the measures included
in the OECD Good Practice Guidelines on Internal Controls,
Ethics and Compliance are applied at the company in order to
ensure adherence to the applicable laws, rules and standards.
Yes
The Board of the Bank ensures that the
Bank has an effective system of internal
control and that ethical and professional
standards are established and promoted.
The Bank has a declaration of interests
system and a whistleblowing channel.
3.1.5. When appointing the manager of the company, the Board
should take into account the appropriate balance between the
candidate’s qualifications, experience and competence.
Yes
The appointment of the Head of
Administration of the Bank is subject to
an assessment of his/her suitability for
the position, as well as the authorisation
of the supervisory authority.
3.2. Formation of the Board
3.2.1. The members of the Board elected by the Supervisory
Board or the General Meeting of Shareholders (if the
Supervisory Board is not formed) should collectively ensure the
diversity of qualifications, professional experience and
competences and seek for gender equality. With a view to
maintaining a proper balance between the qualifications of the
members of the Board, it should be ensured that members of
Yes
The Supervisory Board of the Bank
assesses the qualifications, professional
experience and competence of the
members of the Board of the Bank before
they are elected. A candidate for the
Board of the Bank may take up his/her
duties only with the authorisation of the
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the Board, as a whole, should have diverse knowledge, opinions
and experience to duly perform their tasks.
supervisory authority, which also
assesses the suitability of candidates for
the Board of the Bank.
3.2.2. Names and surnames of the candidates to the Board,
information on their educational background, qualifications,
professional experience, current positions, other important
professional obligations and potential conflicts of interest should
be disclosed without violating the requirements of the legal acts
regulating the handling of personal data at the meeting of the
Supervisory Board in which the Board or individual members
thereof are elected. In the event that the Supervisory Board is
not formed, the information specified in this paragraph should
be submitted to the General Meeting of Shareholders. The
Board should, on yearly basis, collect data provided for in this
paragraph on its members and disclose it in the company’s
annual report.
Yes
Information on candidates for the Board
of the Bank is submitted to the Bank’s
Supervisory Board prior to the meeting at
which the election of the members of the
Board is to be discussed. Information on
the members of the Board of the Bank is
disclosed in the Bank’s annual
management report.
3.2.3. All new members of the Board should be familiarised with
their duties and the structure and operations of the company.
Yes
New members of the Board of the Bank
are familiarised with the Bank’s business
strategy, organisational structure and
activities, as well as with their duties as a
member of the Bank’s Board.
3.2.4. Members of the Board should be appointed for a specific
term, subject to individual re-election for a new term in office in
order to ensure necessary development of professional
experience and frequent re-approval of their status.
Yes
The Bank’s Articles of Association
provide that the Board of the Bank,
consisting of five (5) members, is elected
by the Bank’s Supervisory Board for a
term of four (4) years. If individual
members of the Board of the Bank are
being elected, they shall be elected only
for the remainder of the term of office of
the existing Board.
3.2.5. Chair of the Board should be a person whose current or
past positions constitute no obstacle to carry out activities
impartially. Where the Supervisory Board is not formed, the
former manager of the company should not be immediately
appointed as a Chair of the Board. Where the company decides
to depart from these recommendations, it should provide
information on the measures taken to ensure operational
impartiality.
Yes
Pursuant to Article 33(2) of the Law on
Banks of the Republic of Lithuania, the
Chair of the Board of the Bank is also the
Head of Administration of the Bank.
3.2.6. Each member should devote sufficient time and attention
to perform his/her duties as a member of the Board. If a Board
member attended less than half of the Board meetings during
the financial year of the company, the company’s Supervisory
Board should be informed thereof (if the Supervisory Board is
not formed in the company – the General Meeting of
Shareholders).
Yes
The minutes of the meetings of the Board
of the Bank record the attendance of
each member of the Board at the
meeting. A meeting of the Board of the
Bank is deemed to have been held if two
thirds (2/3) and more of all Board
members were present. Ninety eight (98)
meetings of the Board were held in 2025.
The Bank’s internal regulations do not
require informing the Bank’s Supervisory
Board about the attendance of
Management Board members at
meetings, as all Management Board
members are also heads of the relevant
departments of the Bank and are
employed under employment contracts.
3.2.7. In the event that the Board is elected in the cases
established by the Law where the Supervisory Board is not
formed at the company, and some of its members will be
independent, it should be announced which members of the
Board are deemed as independent. The Board may decide that,
despite the fact that a particular member meets all the criteria of
independence provided for in the Law, he/she cannot be
considered independent due to special personal or company-
related circumstances.
Not
applicable
The Bank has a Supervisory Board.
3.2.8. The amount of remuneration to members of the Board for
their activity and participation in meetings of the Board should
be approved by the General Meeting of Shareholders.
Yes
The Bank’s Articles of Association
provide that members of the Board of the
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Bank may be paid bonuses for serving on
the Board in accordance with the law.
In 2025, the members of the Board of the
Bank did not receive any remuneration
for their service on the Bank’s Board.
3.2.9. The members of the Board should act in good faith, with
care and responsibility for the benefit and the interests of the
company and its shareholders with due regard to other
stakeholders. When adopting decisions, they should not act in
their personal interest; they should be subject to no-compete
Yes
The Rules of Procedure of the Board lay
down the duty of the members of the
Board of the Bank to act honestly,
diligently, responsibly and reasonably in
the best interests of the Bank and in the
agreements and they should not use the business information
or opportunities related to the company’s operations in violation
of the company’s interests.
interests of the Bank’s employees and
the public good and to maintain, under all
conditions, the independence of their
analysis, decision-making and actions, to
be loyal to the Bank, not to seek or
accept any undue advantage which may
compromise their independence, and to
express their objection clearly in the
event that they consider that a decision
of the Board of the Bank may be
prejudicial to the Bank.
3.2.10. Every year the Board should carry out an assessment of
its activities. It should include evaluation of the structure of the
Board, its work organisation and ability to act as a group,
evaluation of the competence and work efficiency of each
member of the Board, and evaluation whether the Board has
achieved its objectives. The Board should, at least once a year,
make public respective information about its internal structure
and working procedures in observance of the legal acts
regulating the processing of personal data.
Yes
At least once a year, the Bank conducts
an assessment of the effectiveness of
the Bank’s internal governance system,
during which the Board of the Bank
assesses its own performance. The
results of this assessment are presented
to the Bank’s Supervisory Board.
Principle No. 4: Rules of Procedure of the Supervisory Board and the Board of the company
• The Rules of Procedure of the Supervisory Board, if it is formed in the company, and of the Board should
ensure efficient operation and decision-making of these bodies and promote active cooperation between
the company’s management bodies.
4.1. The Board and the Supervisory Board, if the latter is formed
in the company, should act in close cooperation in order to attain
benefit for the company and its shareholders. Good corporate
governance requires an open discussion between the Board
and the Supervisory Board. The Board should regularly and,
where necessary, immediately inform the Supervisory Board
about any matters significant for the company that are related to
planning, business development, risk management and control,
and compliance with the obligations within the company. The
Board should inform the Supervisory Board about any
derogations in its business development from the previously
formulated plans and objectives by specifying the reasons
thereof.
Yes
The activities of the Bank’s Supervisory
Board and the Board are governed by
the legislation, the Bank’s Articles of
Association, the Rules of Procedure of
the Supervisory Board and the Rules of
Procedure of the Board. The Rules of
Procedure of the Supervisory Board
provide that the Chair of the
Supervisory Board shall ensure proper
communication and cooperation
between the Supervisory Board and
the Board of the Bank. All members of
the Board of the Bank or its individual
members are invited to attend
meetings of the Bank’s Supervisory
Board, depending on the nature of the
items on the agenda of the Bank’s
Supervisory Board meeting.
4.2. It is recommended that meetings of the company’s collegial
bodies should be held at the respective intervals, according to
the pre-approved schedule. Each company is free to decide how
often meetings of the collegial bodies should be convened but it
is recommended that they be held in such a way as to ensure
uninterrupted resolution of essential issues of the company’s
governance. Meetings of the company’s collegial bodies should
be convened at least once per quarter.
Yes
The Rules of Procedure of the
Supervisory Board stipulate that
meetings of the Bank’s Supervisory
Board shall be held at least once a
month. In 2025, the meetings of the
Bank’s Supervisory Board were
organised in accordance with the
meeting plan approved at the
beginning of the calendar year. The
Rules of Procedure of the Board
provide that the Bank’s Board meets at
least once a week. Extraordinary
meetings of the Bank’s Supervisory
Board or the Bank’s Board may be
convened if necessary.
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4.3. Members of a collegial body should be notified of the
meeting being convened in advance so that they would have
sufficient time for proper preparation for the issues to be
considered at the meeting and a fruitful discussion could be held
and appropriate decisions could be adopted. Along with the
notice of the meeting being convened all materials relevant to
the issues on the agenda of the meeting should be submitted to
the members of the collegial body. The agenda of the meeting
should not be changed or supplemented during the meeting,
unless all members of the collegial body present at the meeting
agree with such change or supplement to the agenda, or certain
issues that are important to the company require immediate
resolution.
Yes
The Rules of Procedure of the
Supervisory Board and the Rules of
Procedure of the Board provide for the
procedure for convening meetings of
the Bank’s Supervisory Board and the
Bank’s Board respectively. Members of
the Bank’s Supervisory Board or
members of the Bank’s Board are
informed in advance of the meeting. All
materials relating to the agenda of the
meeting are submitted with this notice.
4.4. In order to coordinate the activities of the company’s
collegial bodies and ensure effective decision-making process,
the chairs of the company’s collegial supervision and
management bodies should mutually agree on the dates and
agendas of the meetings and cooperate closely in resolving
other matters related to corporate governance. Meetings of the
company’s Supervisory Board should be open to members of
the Board, particularly in such cases where issues concerning
the removal of the Board members, their responsibility or
remuneration are discussed.
Yes
All members of the Board of the Bank
or its individual members are invited to
attend meetings of the Bank’s
Supervisory Board, depending on the
nature of the items on the agenda of
the Bank’s Supervisory Board meeting.
Principle No. 5: Nomination, Remuneration and Audit Committees
5.1. Purpose and formation of the committees
• The committees formed in the company should increase the work efficiency of the Supervisory Board or,
where the Supervisory Board is not formed, of the Board which performs the supervisory functions by
ensuring that decisions are based on due consideration, and help organise its work in such a way that the
decisions it takes would be free of material conflicts of interest.
• Committees should exercise independent judgement and integrity when performing their functions and
provide the collegial body with recommendations concerning the decisions of the collegial body.
5.1.1. Taking due account of the company-related
circumstances and the chosen corporate governance structure,
the Supervisory Board of the company or, in cases where the
Supervisory Board is not formed, the Board which performs the
supervisory functions, forms the committees. It is recommended
that the collegial body should form the Nomination,
Remuneration and Audit Committees.
Not applicable
Pursuant to Article 36(1) of the Law on
Banks of the Republic of Lithuania, the
Bank is not classified as a bank
significant due to its size,
organisational structure and the nature,
scope and complexity of its activities,
and is therefore not obliged to set up a
Nomination and Remuneration
Committees. In the Bank, only the Audit
Committee is established in
accordance with the requirements of
external legislation, while the Risk
Management Committee and the
Credit Committee are established
pursuant to the requirements of the
Bank’s internal regulations.
5.1.2. Companies may decide to set up less than three
committees. In such case, companies should explain in detail
why they have chosen the alternative approach, and how the
chosen approach corresponds to the objectives set for the three
different committees.
Not applicable
Pursuant to Article 36(1) of the Law on
Banks of the Republic of Lithuania, the
Bank is not classified as a bank
significant due to its size,
organisational structure and the nature,
scope and complexity of its activities,
and is therefore not obliged to set up a
Nomination and Remuneration
Committees.
5.1.3. In the cases established by the legal acts, the functions
assigned to the committees formed within companies may be
performed by the collegial body itself. In such case, the
provisions of this Code pertaining to the committees (particularly
those related to their role, operation and transparency) should
apply, where relevant, to the collegial body as a whole.
Yes
Pursuant to Article 36(1) of the Law on
Banks of the Republic of Lithuania, the
Bank is not classified as a bank
significant due to its size,
organisational structure and the nature,
scope and complexity of its activities,
and is therefore not obliged to set up a
Nomination and Remuneration
Committees.
URBO BANKAS UAB
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5.1.4. Committees established by the collegial body should
normally be composed of at least three members. Subject to the
requirements of the legal acts, the committees could be
comprised only of two members as well. Members of each
committee should be selected on the basis of their competences
by giving priority to independent members of the collegial body.
The Chair of the Board should not serve as the Chair of the
committees.
Yes
The Bank’s committees are composed
of: the Audit Committee –four (4)
members, the Loan Committee – five
(5) members, the Risk Management
Committee – five (5) members. The
Chairman of the Board of the Bank is
not a member of any Bank committee.
5.1.5. The authority of each committee formed should be
determined by the collegial body itself. Committees should
perform their duties according to the authority delegated to them
and inform the collegial body about their activities and
performance on a regular basis. The authority of each
committee defining its role and specifying its rights and duties
should be made public at least once a year (as part of the
information annually disclosed by the company on its
governance structure and practice). In compliance with the legal
acts regulating the processing of personal data, companies
should also include in their annual reports the statements of the
existing committees on their composition, the number of
meetings and attendance over the year as well as the main
directions of their activities and performance.
Yes
The powers and accountability of the
Audit Committee, the Loan Committee
and the Risk Management Committee
of the Bank are set out in the
Regulations of the Audit Committee
approved by the Bank’s Supervisory
Board, the Regulations of the Loan
Committee and the Regulations of the
Risk Management Committee
approved by the Board of the Bank.
The Bank publishes information on the
composition and functions of the Bank
committees in its annual management
report, but it does not include
information on the number of meetings
of the Bank committees and the
attendance of the relevant members of
the Bank committee during the
preceding year. This information is
presented in the Bank committee’s
annual activity report to the Bank’s
Supervisory Board or the Board, as
appropriate.
5.1.6. With a view to ensuring the independence and impartiality
of the committees, the members of the collegial body who are
not members of the committees should normally have a right to
participate in the meetings of the committee only if invited by the
committee. A committee may invite or request that certain
employees of the company or experts would participate in the
meeting. Chairs of each committee should have the possibility
to maintain direct communication with the shareholders. Cases
in which such practice is to be applied should be specified in the
rules regulating the activities of the committee.
Yes
Meetings of the Bank committees are
attended by the responsible persons
invited by the Bank to the meeting (no
provision is made for attendance at
Bank committee meetings without an
invitation from the relevant Bank
committee). The Regulations of the
Audit Committee, the Regulations of
the Loan Committee and the
Regulations of the Risk Management
Committee also provide for the right of
the relevant Bank committee to receive
information necessary for its work.
5.2. Nomination Committee
5.2.1. The key functions of the Nomination Committee should
be the following:
1) to select candidates to fill vacancies in the supervisory and
management bodies and the administration, and recommend
the collegial body to approve them. The Nomination Committee
should evaluate the balance of skills, knowledge and experience
in the management body, prepare a description of the functions
and capabilities required to assume a particular position and
assess the time commitment expected.
2) assess, on a regular basis, the structure, size and
composition of the supervisory and management bodies as well
as the skills, knowledge and activity of its members, and provide
the collegial body with recommendations on how the required
changes should be sought.
3) devote the attention necessary to ensuring succession
planning.
Not applicable
The Bank does not have a Nomination
Committee.
5.2.2. When dealing with issues related to members of the
collegial body who have employment relationships with the
company and the heads of the administration, the manager of
the company should be consulted by granting him/her the right
to submit proposals to the Nomination Committee.
Not applicable
The Bank does not have a Nomination
Committee.
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
(All amounts are in TEUR, unless specified otherwise)
25
• The key functions of the Remuneration Committee
should be the following:
1) submit to the collegial body proposals on the
remuneration policy applied to members of the
supervisory and management bodies and the heads of
the administration for approval. Such policy should
include all forms of remuneration, including the fixed-
rate remuneration, performance-based remuneration,
financial incentive schemes, pension arrangements
and severance payments as well as conditions which
would allow the company to recover the amounts or
suspend the payments by specifying the
circumstances under which it would be expedient to do
so.
2) submit to the collegial body proposals regarding
individual remuneration for members of the collegial
bodies and the heads of the administration in order to
ensure that they would be consistent with the
company’s remuneration policy and the evaluation of
the performance of the persons concerned.
3) review, on a regular basis, the remuneration policy and
its implementation.
Not applicable
The Bank does not have a
Remuneration Committee.
5.4. Audit Committee
5.4.1. The key functions of the Audit Committee are defined in
the legal acts regulating the activities of the Audit Committee.
Yes
The functions of the Audit Committee
are set out in the Regulations of the
Audit Committee.
5.4.2. All members of the committee should be provided with
detailed information on specific issues of the company’s
accounting system, finances and operations. The heads of the
company’s administration should inform the Audit Committee
about the methods of accounting for significant and unusual
transactions where the accounting may be subject to different
approaches.
Yes
The Regulations of the Audit
Committee provide that members of
the Audit Committee have the right to
have access to the Bank’s documents
and to obtain from the Board,
employees and the Head of
Administration of the Bank all
information about the Bank’s activities.
5.4.3. The Audit Committee should decide whether the
participation of the Chair of the Management Board, the
manager of the company, the Chief Financial Officer (or senior
employees responsible for finance and accounting), the internal
and external auditors in its meetings is required (and, if required,
when). The committee should be entitled, when needed, to meet
the relevant persons without members of the management
bodies present.
Yes
The Regulations of the Audit
Committee provide that members of
the Bank’s Supervisory Board,
members of the Board of the Bank, the
Head of Internal Audit and other senior
management of the Bank, and the
independent auditors may be invited to
attend meetings of the Audit
Committee.
5.4.4. The Audit Committee should be informed about the
internal auditors’ work program and should be provided with
internal audit reports or periodic summaries. The Audit
Committee should also be informed about the work program of
external auditors and should receive from the audit firm a report
describing all relationships between the independent audit firm
and the company and its group.
Yes
The Regulations of the Audit
Committee provide that the Audit
Committee approves the documents
setting out the operating principles of
the internal audit function, the internal
audit plans for the long term and the
current year, and other operational and
organisational documents. All internal
audit reports are submitted to the Audit
Committee for consideration. The Audit
Committee is briefed on the work
programme of the external auditors
and assesses the independence of the
audit firm.
5.4.5. The Audit Committee should examine whether the
company complies with the applicable provisions regulating the
possibility for the employees to lodge a complaint or reporting
anonymously their suspicions of potential violations committed
within the company and should also ensure that there is a
procedure in place for proportionate and independent
investigation of such issues and appropriate follow-up actions.
Yes
The Bank has a whistleblowing
channel in place. In October 2024, the
Audit Committee considered the issue
of the Bank’s whistleblowing channel
and its results.
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
(All amounts are in TEUR, unless specified otherwise)
26
5.4.6. The Audit Committee should submit to the Supervisory
Council or, where the Supervisory Council is not formed, to the
Management Board its activity report at least once in every six
months, at the time that annual and semi-annual reports are
approved.
Yes / No
The Regulations of the Audit
Committee provide that the Audit
Committee reports to the Bank’s
Supervisory Board on the Audit
Committee’s activities at least once a
year before the Bank’s General Mee-
ting of Shareholders, which approves
the Bank’s financial statements.
Principle No. 6: Prevention and disclosure of conflicts of interest
• The corporate governance framework should encourage members of the company’s supervisory and
management bodies to avoid conflicts of interest and ensure a transparent and effective mechanism
of disclosure of conflicts of interest related to members of the supervisory and management bodies.
• The corporate governance framework should recognise the rights of the stakeholders as established
by law and promote active cooperation between the company and its stakeholders in creating the
company's wellbeing, jobs and financial stability. In the context of this principle, the term
“stakeholders” includes investors, employees, creditors, suppliers, customers, the local community
and others with interests in a particular company.
6.1. Any member of the company’s supervisory and management
body should avoid a situation where his/her personal interests are
or may be in conflict with the company’s interests. In case such a
situation did occur, a member of the company’s supervisory or
management body should, within a reasonable period of time,
notify other members of the same body or the body of the
company which elected him/her or the company’s shareholders of
such situation of a conflict of interest, indicate the nature of
interests and, where possible, their value.
Yes
The Code of Ethics, the Rules of
Procedure of the Supervisory Board and
the Rules of Procedure of the Board
stipulate that members of the Bank’s
Supervisory Board and members of the
Bank’s Board must avoid situations of
conflict of interest between their
personal interests and the Bank’s
interests, must inform the Bank of the
occurrence of such conflicts, and must
abstain from voting on issues that may
give rise to a conflict of interests.
Principle No. 7: Remuneration policy of the company
• The remuneration policy and the procedure for review and disclosure of such policy established in the
company should prevent potential conflicts of interest and abuse in determining remuneration of members
of the collegial bodies and heads of administration; in addition, it should ensure the publicity and
transparency of the company’s remuneration policy and its long-term strategy.
7.1. The company should approve and post the remuneration
policy on the website of the company; such policy should be
reviewed on a regular basis and be consistent with the company’s
long-term strategy.
Yes / No
The Remuneration Policy is reviewed on
a regular basis, at least once a year. The
Remuneration Policy is not publicly
available on the Bank’s website.
Material information about the
remuneration policy is disclosed in the
management report.
7.2. The remuneration policy should include all forms of
remuneration, including the fixed-rate remuneration,
performance-based remuneration, financial incentive schemes,
pension arrangements and termination payments as well as the
conditions specifying the cases where the company can recover
the disbursed amounts or suspend the payments.
Yes
The Remuneration Policy governs all
forms of remuneration applied by the
Bank.
7.3. With a view to avoiding potential conflicts of interest, the
remuneration policy should provide that members of the collegial
bodies which perform the supervisory functions should not receive
remuneration based on the company’s performance.
Yes
The Remuneration Policy provides for
the payment of a fixed remuneration to
the members of the Bank’s Supervisory
Board, which is not dependent on the
Bank’s performance.
7.4. The remuneration policy should provide sufficient information
on the policy regarding severance payments. Severance
payments should not exceed a fixed amount or a fixed number of
annual wages and in general should not be higher than the non-
variable component of remuneration for two years or the
equivalent thereof. Severance payments should not be paid if the
contract is terminated due to inadequate performance.
Yes
The Remuneration Policy stipulates that
the compensation paid to an employee
on termination of employment shall not
exceed the sum of 6 months’ average
salary received by the employee. A
higher payment than the above may be
made by decision of the Bank’s
governing body.
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
(All amounts are in TEUR, unless specified otherwise)
27
7.5. In the event that the financial incentive scheme is applied
within the company, the remuneration policy should contain
sufficient information about the retention of shares after the award
thereof. Where remuneration is based on the award of shares,
shares should not be vested at least for three years after the
award thereof. After vesting, members of the collegial bodies and
heads of administration should retain a certain number of shares
until the end of their term in office, subject to the need to
compensate for any costs related to the acquisition of shares.
Not
applicable
The Bank does not have a financial
incentive scheme.
7.6. The company should publish information about the
implementation of the remuneration policy on its website, with a
key focus on the remuneration policy in respect of the collegial
bodies and managers in the next and, where relevant, subsequent
financial years. It should also contain a review of how the
remuneration policy was implemented during the previous
financial year. The information of such nature should not include
any details having a commercial value. Particular attention should
be paid to major changes in the company’s remuneration policy,
compared to the previous financial year.
No
Information on the implementation of the
Remuneration Policy is disclosed in the
Bank’s management report to the extent
required by law.
7.7. It is recommended that the remuneration policy or any major
change of the policy should be included in the agenda of the
General Meeting of Shareholders. The schemes under which
members and employees of a collegial body receive remuneration
in shares or share options should be approved by the General
Meeting of Shareholders.
N/A
The Remuneration Policy is approved by
the Supervisory Board of the Bank. The
remuneration of the members of the
Bank’s Supervisory Board is determined
by the Bank’s General Meeting of
Shareholders.
Principle No. 8: Role of stakeholders in corporate governance
• The corporate governance framework should recognise the rights of stakeholders provided for in the laws
or mutual agreements and encourage active cooperation between company and stakeholders in creating
the company value, jobs and financial sustainability. In the context of this principle, the term
“stakeholders” includes investors, employees, creditors, suppliers, customers, the local community and
others with interests in a particular company.
8.1. The corporate governance framework should ensure that the
rights and lawful interests of stakeholders are respected.
Yes
The Bank respects the rights and
legitimate interests of all stakeholders.
More detailed information is disclosed in
the Sustainability Report for 2024, which
is published on the Bank’s website.
8.2. The corporate governance framework should create
conditions for stakeholders to participate in corporate governance
in the manner prescribed by law. Examples of participation by
stakeholders in corporate governance include the participation of
employees or their representatives in the adoption of decisions
that are important for the company, consultations with employees
or their representatives on corporate governance and other
important matters, participation of employees in the company’s
authorised capital, involvement of creditors in corporate
governance in the cases of the company’s insolvency, etc.
Yes
The Bank facilitates stakeholder
participation in the governance of the
Bank through a double materiality
assessment and through the preparation
of the Bank’s sustainability report. The
Bank has a Labour Council.
8.3. Where stakeholders participate in the corporate governance
process, they should have access to relevant information.
Yes
The Bank facilitates stakeholder
participation in the governance of the
Bank through a double materiality
assessment, which provides the
relevant information, and through the
preparation of the Bank’s sustainability
report.
8.4. Stakeholders should be given the opportunity to report
confidentially any illegal or unethical practices to the collegial
body performing the supervisory function.
Yes
The Bank has a whistleblowing channel
in place. This channel is available to
both Bank employees and third parties.
Information on the receipt of a material
whistleblowing report is provided to the
Board and the Supervisory Board of the
Bank without delay and, at least once a
year, a report is provided to the Board
and the Supervisory Board of the Bank
on all whistleblowing reports that have
been received and dealt with during the
preceding year.
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
(All amounts are in TEUR, unless specified otherwise)
28
Principle No. 9: Disclosure of information
• The corporate governance framework should ensure the timely and accurate disclosure of all material
corporate issues, including the financial situation, operations and governance of the company.
9.1. In accordance with the company’s procedure on confidential
information and trade secrets and the legal acts regulating the
processing of personal data, the information publicly disclosed by
the company should include but not be limited to the following:
9.1.1. operating and financial results of the company
Yes
The information is disclosed publicly in
the Bank’s quarterly and annual financial
statements.
9.1.2. objectives and non-financial information of the company
Yes
The information is disclosed publicly in
the Bank’s quarterly and annual financial
statements.
9.1.3. persons holding a stake in the company or controlling it
directly and/or indirectly and/or together with related persons as
well as the structure of the group of companies and their
relationships by specifying the final beneficiary
Yes
The information is disclosed publicly in
the Bank’s quarterly and annual financial
statements.
9.1.4. members of the company’s supervisory and management
bodies who are deemed independent, the manager of the
company, the shares or votes held by them in the company,
participation in corporate governance of other companies, their
competence and remuneration
Yes
The composition of the Bank’s
Supervisory Board and the composition
of the Board of the Bank is published on
the Bank’s website. Information on the
members of the Bank’s Supervisory
Board and the Board is also disclosed
publicly in the annual financial
statements.
9.1.5. reports of the existing committees on their composition,
number of meetings and attendance of members during the last
year as well as the main directions and results of their activities
Yes / No
Information on the composition of the
Bank committees is disclosed in the
Bank’s management report. Information
on the number of meetings of the Bank
committees and attendance of members
at meetings is not disclosed.
9.1.6. potential key risk factors, the company’s risk management
and supervision policy
Yes
Information on the Bank’s risk
management is disclosed in the Bank’s
management report and in the Bank’s
quarterly and annual financial
statements.
9.1.7. the company’s transactions with related parties
Yes
Information on the Bank’s transactions
with related parties is disclosed in Note
27 to the Bank’s financial statements.
9.1.8. main issues related to employees and other stakeholders
(for instance, human resource policy, participation of employees
in corporate governance, award of the company’s shares or share
options as incentives, relationships with creditors, suppliers, local
community, etc.)
Yes
The information is disclosed in the
Bank’s management report and
sustainability report.
9.1.9. structure and strategy of corporate governance
Yes
The information is disclosed publicly in
the Bank’s management report and the
Bank’s quarterly and annual financial
statements.
9.1.10. social responsibility policies, anti-corruption initiatives and
measures, important ongoing or planned investment projects.
This list is deemed minimum and companies are encouraged not
to restrict themselves to the disclosure of information included in
this list. This principle of the Code does not release companies
from their obligation to disclose information as provided for in the
applicable legal acts.
Yes
The information is disclosed in the
Bank’s Sustainability Report for 2025,
which is published on the Bank’s
website.
9.2. When disclosing the information specified in sub-paragraph
9.1.1 of recommendation 9.1, it is recommended that the
company which is a parent company should disclose in respect of
other companies information about the consolidated results of the
whole group of companies.
Not
applicable
As at 31 December 2025, the Bank did
not have any subsidiaries.
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
(All amounts are in TEUR, unless specified otherwise)
29
9.3. When disclosing the information specified in sub-paragraph
9.1.4 of recommendation 9.1, it is recommended that the
information on the professional experience and qualifications of
members of the company’s supervisory and management bodies
and the manager of the company as well as potential conflicts of
interest which could affect their decisions should be provided. It is
further recommended that the remuneration or other income of
members of the company’s supervisory and management bodies
and the manager of the company should be disclosed, as
provided for in more detail in Principle 7.
Yes
The information is disclosed publicly in
the Bank’s management report.
9.4. Information should be disclosed in such manner that no
shareholders or investors are discriminated in terms of the
method of receipt and scope of information. Information should be
disclosed to all parties concerned at the same time.
Yes
The information is disclosed
simultaneously and to the same extent
in Lithuanian, and if necessary,
depending on the nature of the
information, also in English.
Principle No. 10: Selection of the company’s audit firm
• The company’s audit firm selection mechanism should ensure the independence of the report and opinion
of the audit firm.
10.1. With a view to obtaining an objective opinion on the
company’s financial position and financial results, the company’s
annual financial statements and the financial information provided
in its annual report should be audited by an independent audit
firm.
Yes
The Bank’s financial position and
financial performance, the Bank’s set of
annual financial statements and the
financial information contained in the
annual management report are
reviewed by an independent audit firm in
accordance with International Standards
on Auditing as adopted by the European
Union.
10.2. It is recommended that the audit firm be proposed to the
General Meeting of Shareholders by the Supervisory Board or, if
the Supervisory Board is not formed within the company, by the
Board of the company.
Yes
The Audit Committee selects the
proposed audit firm and submits a
proposal to the Bank’s Supervisory
Board, which submits the proposal to the
Bank’s General Meeting of
Shareholders for selection of the audit
firm.
10.3. In the event that the audit firm has received remuneration
from the company for non-audit services provided, the company
should disclose this publicly. This information should also be
available to the Supervisory Board or, if the Supervisory Board is
not formed within the company, by the Board of the company
when considering which audit firm should be proposed to the
General Meeting of Shareholders.
Not
applicable
The audit firm did not provide any non-
audit services to the Bank in 2025 and
did not receive any fees from the Bank
for such services.
3. Information on the extent of risk and risk management – describes risk management related to financial
reporting, risk mitigation measures and the internal control system in place
The Bank discloses information on the extent of risk and risk management in Notes 27 and 28 to the financial statements
for 2025. Information on the internal control system in place in the Bank is provided in paragraph 12 of the Management
Report for 2025.
4. Information on significant direct or indirect holdings
The information is described in Note 1 “General information” to the financial statements for 2025.
5. Information on related party transactions as provided for in Article 37
2
of the Law on Companies (identifying
the parties to the transaction (legal form, name, reg. No., register collecting and storing the data concerning this
entity; natural person’s name, address for correspondence) and transaction value)
As at 31 December 2025, the Bank had no transactions with related parties.
6. Information about shareholders with special control rights and description of these rights
The information is described in Note 1 “General information” to the financial statements for 2025.
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
(All amounts are in TEUR, unless specified otherwise)
30
7. Details of any existing restrictions on voting rights, such as restrictions on the exercise of voting rights by a
certain percentage or number of persons, the time limits by which voting rights may be exercised or the systems
under which the property rights conferred by the securities are separated from the holder of the securities
The information is described in Note 1 “General information” to the financial statements for 2025.
8. Information on the rules governing the election and replacement of the members of the Board as well as
amendments to the Articles of Association of the company
This is described in more detail in the Management Report for 2025 under item 11 “Governance of the Bank”.
9. Information on the powers of Board members
This is described in more detail in the Management Report for 2025 under item 11 “Governance of the Bank”.
10. Information on the competence of the General Meeting of Shareholders, rights of shareholders and exercise
thereof, if this information is not provided in the laws
This is described in more detail in the Management Report for 2025 under item 11 “Governance of the Bank”.
11. Information on the composition of the management, supervisory bodies and their committees, areas of their
activities and of the activities of the head of company
This is described in more detail in the Management Report for 2025 under item 11 “Governance of the Bank”.
12. The selection of the Chief Executive Officer, members of management and supervisory bodies shall be subject
to diversity policies covering such aspects as age, gender, education, professional experience, description,
objectives, methods of implementation and results for the reporting period. If the diversity policy is not applied,
the reasons for the exclusion shall be explained
The Bank’s Personnel Policy establishes the principle of equality, diversity, and inclusion. In line with this principle, the
Bank aims to create an environment in which different personalities, their experiences, as well as cultural and social
differences are valued and respected. This is an important factor contributing to the organization’s sustainability, helping
to improve the working atmosphere, increase employee satisfaction, and achieve better performance results. The Bank
monitors gender balance indicators in managerial positions, employee age distribution, and other metrics to ensure the
implementation of this principle.
The Bank’s Sustainability Policy stipulates that the Bank, in its activities, takes social aspects into account, promotes
respect for human rights, diversity, and inclusion, and ensures fair working conditions. The Bank supports social initiatives
that contribute to economic and social well-being.
13. Information on any and all agreements between the shareholders (their substance, terms)
The Bank has no record of agreements between shareholders.
ORGANISING INTERNAL CONTROL
Internal control is a comprehensive and continuous process implemented by the Bank’s bodies, committees and employees
to identify risk drivers and to provide reasonable assurance that:
• the Bank’s operations are efficient, using the Bank’s assets and other tangible and intangible resources, and are
protected from potential losses (operational objective);
• financial and other information used both within the Bank and for supervisory purposes or by other third parties is
reliable, relevant and timely (information objective);
• the Bank’s operations are consistent with the applicable European Union and Republic of Lithuania legislation,
the requirements of the supervisory authorities, the Bank’s strategy and the provisions of the Bank’s internal
regulations (compliance objective).
The internal control components are the control environment, risk assessment, control activities, communication and
monitoring.
Key principles for organising internal control: (1) comprehensiveness, (2) multidimensionality, (3) accountability, (4)
autonomy and responsibility, (5) separation of functions and avoidance of conflicts of interest, and (6) transparency and
traceability. The internal control and risk management system is organised on the basis of the three lines model, which
helps to achieve the Bank’s objectives and to strengthen risk management. The bodies with oversight functions (the Bank’s
Supervisory Board and its committees, the Bank’s Board), the management (Head of Administration, his/her deputies and
directors of divisions), the first and second lines of defence and the third line of defence (internal audit) have separate
responsibilities, but their activities are all aligned with the Bank’s objectives. The three lines model is based on regular and
effective coordination, cooperation and communication.
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
MANAGEMENT REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
(All amounts are in TEUR, unless specified otherwise)
31
An effective system of internal control ensures that risks affecting operations are identified and assessed on an ongoing
basis in accordance with the principles set out in the Bank’s Risk Management Policy. The internal control system is
periodically reviewed to properly assess new risks.
The effectiveness of the Bank’s internal control system is assessed both on an ongoing and periodic basis. The Bank’s
internal control procedures are carried out at all levels of management, involving every employee who, in addition to being
involved in the internal control process in the performance of his/her duties, continuously assesses the effectiveness of the
internal control system within the scope of his/her competences, and communicates any deficiencies identified in the
internal control system and/or risk management. The employees of the risk management and compliance function and
other units performing control functions analyze the effectiveness of the internal control system, initiate improvements to
rules and procedures, address identified weaknesses, assess risks and report on them at regular intervals, but at least
once a year. Assessing the Bank’s most risky areas is an integral part of the day-to-day running of the business, and
periodic assessments are carried out by internal and external audit.
16 March 2026
Chairman of the Board and
Head of Administration
M. Arlauskas
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
32
STATEMENT OF FINANCIAL POSITION
The Bank
Assets
Notes
31 December 2025
31 December 2024
Cash and due from central bank
Cash in vaults
14,686
16,450
Placements with the central bank
4
68,011
112,787
82,697
129,237
Placements with banks and other credit, financial
institutions
5
9,968
16,407
Derivatives at fair value through profit or loss
12
1
7
Debt securities
6
91,604
61,639
Loans and receivables
Loans to customers
7
526,082
393,747
Finance lease receivable
7
19,077
20,802
545,159
414,549
Investments in subsidiaries
10
-
1,773
Other equity instruments
27
27
Tangible fixed assets
8
2,554
2,908
Intangible fixed assets
9
262
252
Right of use assets
8
6,037
6,488
Tax assets
Current taxes
739
-
Deferred taxes
22
184
175
923
175
Other assets
11
1,021
1,324
Total assets
740,253
634,786
(continued on the next page)
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
33
The Bank
Liabilities and shareholders’ equity
Notes
31 December 2025
31 December 2024
Liabilities
Liabilities to banks and other credit institutions
-
-
Derivatives
12
11
3
Liabilities to customers
13
654,753
557,285
Debt securities issued
14
6,850
2,269
Provisions
235
191
Tax liabilities
Current tax
-
320
Deferred tax
-
-
-
320
Other liabilities
15
10,288
10,427
Total liabilities
672,137
570,495
Shareholders’ equity
Registered share capital
1, 16
50,989
43,492
Retained earnings (loss)
11,485
8,063
Other reserves
16
5,642
12,736
Total shareholders’ equity
68,116
64,291
Total liabilities and shareholders’ equity
740,253
634,786
The explanatory notes on pages 40 to 94 are an integral part of these financial statements. These Financial Statements
were authorised for publication on 16 March 2026. These Financial Statements were signed on behalf of the Bank by:
Chairman of the Board and
Head of Administration
M. Arlauskas
Director of Accounting Department,
Chief Accountant
L. Bertašienė
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
34
INCOME STATEMENT
The Bank
Notes
2025
2024
Interest income
18
38,423
35,796
Interest expense
18
(14,569)
(12,845)
Net interest income
23,854
22,951
Fee and commission income
19
3,314
3,914
Fee and commission expense
19
(447)
(376)
Net fee and commission income
2,867
3,538
Net profit on foreign currency transactions
20
1,887
2,461
Net result from transactions in derivatives
12
41
(36)
Net result from transactions in investment property
-
16
Subsidiary sale income
10
344
-
Dividends from subsidiaries
-
452
Other revenue
54
981
Total operating income
29,047
30,363
Change in value of loans and other financial assets
27
(967)
(624)
Operating income after impairment
28,080
29,739
Salaries and benefits
21
(12,564)
(11,728)
Depreciation
(717)
(593)
Amortisation
(173)
(348)
Depreciation of leased assets
(1,309)
(1,220)
Other operating expenses
21
(6,625)
(6,608)
Total operating expenses
(21,388)
(20,497)
Operating profit (loss)
6,692
9,242
Corporate income tax expenses
22
(1,167)
(1,861)
Profit (loss) for the reporting period
5,525
7,381
Attributable to: shareholders of the Bank
5,525
7,381
The explanatory notes on pages 40 to 94 are an integral part of these financial statements. These Financial Statements
were authorised for publication on 16 March 2026. These Financial Statements were signed on behalf of the Bank by:
Chairman of the Board and
Head of Administration
M. Arlauskas
Director of Accounting Department,
Chief Accountant
L. Bertašienė
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
35
STATEMENT OF COMPREHENSIVE INCOME
The Bank
2025
2024
Items that will never be reclassified to profit or loss
Change in PPE revaluation
-
-
Transfer of depreciation for PPE net of tax
-
-
Other
-
-
Items that will never be reclassified to profit or loss
-
-
Items that may/will subsequently be reclassified to profit or loss
-
-
Other comprehensive income (expenses), net of tax
-
-
Profit for the year
5,525
7,381
Total comprehensive income
5,525
7,381
Attributable to:
Equity holders of the Bank
5,525
7,381
The explanatory notes on pages 40 to 94 are an integral part of these financial statements. These Financial Statements
were authorised for publication on 16 March 2026. These Financial Statements were signed on behalf of the Bank by:
Chairman of the Board and
Head of Administration
M. Arlauskas
Director of Accounting Department,
Chief Accountant
L. Bertašienė
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
36
STATEMENT OF CHANGES IN EQUITY
The Bank
Notes
Share capital
Retained
earnings
(restated)
Revaluation
reserve of
property and
equipment
Other reserves
Total
On 31 December 2023
35,468
8,977
-
12,287
56,732
Profit or loss
-
7,381
-
-
7,381
Other comprehensive income
(expense)
-
-
-
-
-
Impact of mergers
681
-
681
Payment of dividends
(503)
(503)
))))Share capital increase
8,024
(8,024)
-
-
-
Transfer to reserves
-
(449)
-
449
-
On 31 December 2024
43,492
8,063
-
12,736
64,291
Profit or loss
-
5,525
-
-
5,525
Other comprehensive income
(expense)
-
-
-
-
-
Transfer to reserves
-
(403)
403
-
Payment of dividends
-
(1,700)
-
-
(1,700)
Share capital increase
7,497
-
-
(7,497)
-
On 31 December 2025
50,989
11,485
-
5,642
68,116
The explanatory notes on pages 40 to 94 are an integral part of these financial statements. These Financial Statements
were authorised for publication on 16 March 2026. These Financial Statements were signed on behalf of the Bank by:
Chairman of the Board and
Head of Administration
M. Arlauskas
Director of Accounting Department,
Chief Accountant
L. Bertašienė
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
37
CASH FLOW STATEMENT
The Bank
Notes
2025
2024
Cash flows from operating activities
Profit (loss) for the reporting period
5,525
7,381
Reversals of non-cash income and expenses
Depreciation and amortisation
8, 9
2,199
2,161
Gain (loss) on sale of tangible fixed assets, intangible fixed assets,
assets held for sale and investment property
7
(969)
Dividends from subsidiaries
-
(452)
Impairment of loans
27
967
624
Result from the sale of subsidiary
(344)
Interest income on loans to customers
(33,268)
(28,954)
Interest expense on liabilities
14,569
12,845
Revaluation of derivatives
12
14
(39)
Elimination of accrued holiday pay
(6)
41
Corporate income tax expenses
22
1,167
1,861
Elimination of other non-cash items
(798)
120
Cash flow from (to) operating activities before changes in
working capital and liabilities
(9,968)
(5,381)
Change in working capital and liabilities
Changes in statutory reserves
(1,621)
(904)
Changes of funds in financial institutions
48
(649)
Loans to customers
(132,679)
(90,739)
Finance lease receivables
1,703
4,424
Changes in liabilities to banks and other credit institutions
-
(33)
Changes in liabilities to customers
96,945
74,113
Changes in other assets and liabilities
1,593
1,399
Change
(34,011)
(12,389)
Interest received on loans to customers and finance lease
32,711
28,572
Interest paid on liabilities
(14,031)
(10,539)
Corporate income tax paid
(2,227)
(2,919)
Net cash flow from operating activities after corporate income
tax
(27,526)
(2,656)
(continued on the next page)
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
38
The Bank
Notes
2025
2024
Cash flows from investing activities
Acquisition of long-term investment property, tangible and
intangible fixed assets
(621)
(3,189)
Proceeds from the sale of investment, tangible and intangible fixed
assets
-
5,840
Sale of subsidiary
2,117
-
Dividends from subsidiaries
-
452
Redemption of debt securities
10,656
21,171
Acquisition of debt securities
(40,621)
(26,858)
Net cash flows from investing activities
(28,469)
(2,584)
Cash flow from financing activities
Dividends paid
(1,700)
(503)
Bonds issued
6,850
17
Bonds redeemed
(2,269)
-
Part of the principal amount of lease payments
(1,423)
(1,325)
Loans received
4,941
8,891
Loans repaid
(4,843)
(9,603)
Net cash flows from financing activities
1,556
(2,523)
Effect of exchange rate changes on balance of cash and cash
equivalents
(113)
(31)
Net increase (decrease) in cash and cash equivalents
(54,552)
(7,794)
Cash and cash equivalents at 1 January
140,614
148,408
Cash and cash equivalents at 31 December
23
86,062
140,614
The explanatory notes on pages 40 to 94 are an integral part of these financial statements. These Financial Statements
were authorised for publication on 16 March 2026. These Financial Statements were signed on behalf of the Bank by:
Chairman of the Board and
Head of Administration
M. Arlauskas
Director of Accounting Department,
Chief Accountant
L. Bertašienė
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
39
Note 1 General information
Urbo Bankas UAB (hereinafter referred to as the “Bank”) was established on 24 November 1992 (as KB Ancorobank) and
on 16 January 1997 was reorganised into Medicinos Bankas UAB. On 1 February 2024, Medicinos Bankas UAB changed
its name and became Urbo Bankas.
The Bank’s head office address is: Konstitucijos pr. 18B, Vilnius, Lithuania.
The Bank accepts deposits and provides loans, carries out monetary and documentary settlements, exchanges currency
and provides guarantees to its customers. The Bank also offers securities trading, advisory and custody services. The
Bank provides services to corporate and retail customers.
At the end of the fourth quarter of 2025, the Bank had 25 customer service units in various regions of Lithuania.
As at 31 December 2025, the Bank had 281 employees (280 employees as at 31 December 2024).
As at 31 December 2025, the Bank’s shareholders were:
Number of
ordinary shares
held
Ownership
interest (%)
Konstantinas Karosas
91,909,763
90.13
Western Petroleum Ltd.
10,067,754
9.87
Total
101,977,517
100.00
As at 31 December 2024, the Bank’s shareholders were:
Number of
ordinary shares
held
Ownership
interest (%)
Konstantinas Karosas
78,395,759
90.13
Western Petroleum Ltd.
8,587,856
9.87
Total
86,983,615
100.00
As at 31 December 2025 the Bank’s share capital comprised 101,977,517 ordinary shares with a nominal value EUR 0.50
each (as at 31 December 2024: 86,983,615 ordinary shares with a nominal value EUR 0.50 each).
At 31 December 2025 and 31 December 2024, all shares were fully paid up.
By an agreement dated 12 March 2021, including amendment No. 1 dated 24 November 2023, Mr Konstantinas Karosas
and Western Petroleum Limited transferred all voting rights at the Bank’s General Meeting of Shareholders to MB Valdymas
UAB. Following the transfer of voting rights, MB Valdymas UAB has the right to vote in respect of all of the Bank’s shares
at the Bank’s General Meeting of Shareholders.
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
40
Note 2 Basis of preparation and significant accounting policies
Statement of compliance
The financial statements (hereinafter, the “financial statements”) are prepared in accordance with International Financial
Reporting Standards (IFRS) as adopted by the European Union (EU).
Basis for assessment
These financial statements have been prepared on the historical cost basis, except for financial assets carried at fair value
through profit or loss, available-for-sale financial assets and investment assets, which are carried at fair value, and
buildings, which are carried at revalued amounts.
Functional and presentation currency
These financial statements are presented in euro, which is the functional currency of the Bank, unless otherwise stated.
Business continuity
Management is confident that the Bank have sufficient resources to ensure the future continuity of operations. In making
this assessment, management considered a large amount of information, including profitability projections, capital
requirements and funding needs. The deliberations also included reasonably possible economic downturn scenarios and
their potential impact on the Bank’s profitability, capital adequacy and liquidity.
Impact of new and revised standards and interpretations on the financial statements
Current standards, their application and interpretations
The following revised standards, amendments to existing standards, and interpretations issued by the International
Accounting Standards Board (IASB) and adopted by the EU, which the Bank applied during the current year, are currently
in effect:
• Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (effective
for annual periods beginning on or after 1 January 2025).
The application of these standards, amendments and interpretations did not have a material impact on the Bank’s financial
statements.
Standards issued but not yet effective
The Bank has not applied the following IFRS that were already endorsed as of the date these financial statements were
authorised for issue but are not yet effective:
• Annual Improvements Volume 11 (effective for annual periods beginning on or after 1 January 2026);
• Contracts Referencing Nature-dependent Electricity – Amendments to IFRS 9 and IFRS 7 (effective for annual
periods beginning on or after 1 January 2026);
• Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9 and IFRS
7 (effective for annual periods beginning on or after 1 January 2026).
• IFRS 18 „Presentation and Disclosure in Financial Statements“ (applicable to annual periods beginning on or after
1 January 2027).
The Bank believes that the application of these standards, amendments to existing standards, and interpretations will not
have a significant impact on the Bank’s financial statements in the period of their initial application.
Standards and interpretations issued by the IASB but not yet endorsed by the EU
IFRSs currently endorsed by EU are not significantly different from the standards, endorsed by IASB, except the standards,
amendments and interpretations that were not endorsed by EU (the effective dates are applicable to IFRS to full extent).
These standards, amendments and interpretations are listed below:
• IFRS 19 Subsidiaries without Public Accountability: Disclosures (effective for annual periods beginning on or after
1 January 2027);
• Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates: Translation to a Hyperinflationary
Presentation Currency (effective for annual periods beginning on or after 1 January 2027);
• Amendments to IFRS 19 Subsidiaries without Public Accountability: Disclosures (effective for annual periods
beginning on or after 1 January 2027).
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
41
The Bank believes that the application of these standards, amendments to existing standards, and interpretations will not
have a significant impact on the Bank’s financial statements in the period of their initial application.
Segment information
The Bank’s activities can be broadly divided into the following three segments:
• daily banking services and lending – covers the Bank’s traditional services to its customers – small and medium-
sized enterprises, households, including the provision of loans, leasing and banking services to customers;
• treasury – covers treasury banking activities, including securities and liquidity portfolio management, foreign
exchange, etc.;
• other activities – includes banking activities outside the above business segments.
Financial assets and financial liabilities
The Bank recognises a financial asset in the statement of financial position when, and only when, the Bank becomes a
party to the transaction, based on the terms of the financial instrument contract.
In accordance with IFRS 9, financial assets include cash and cash equivalents, contractual rights to receive cash or other
financial assets, contractual rights to exchange financial instruments with another party on terms that may be favourable
to the other party, equity instruments of other entities and contracts that will or may be settled in the entity’s own equity
instruments.
Financial assets are classified as:
• financial assets measured at amortised cost in subsequent periods;
• financial assets measured at fair value in subsequent periods, with the change in fair value recognised in
comprehensive income;
• financial assets measured at fair value in subsequent periods, with the change in fair value recognised in profit or
loss.
A financial asset is measured at amortised cost if both of the following conditions are met:
• the financial asset is held within a business model whose objective is to hold financial assets in order to collect
contractual cash flows;
• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
A financial asset is measured at fair value through other comprehensive income if both of the following conditions are met:
• the financial asset is held within a business model whose objective is achieved by both collecting contractual cash
flows and selling financial assets;
• the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding.
Financial assets measured at fair value through profit or loss include those financial assets that are not classified as
financial assets measured at amortised cost and financial assets measured at fair value through other comprehensive
income. At initial recognition, a financial asset may be irrevocably designated as a financial asset measured at fair value
through profit or loss if doing so eliminates or significantly reduces a measurement or recognition inconsistency (accounting
mismatch). This financial asset cannot be subsequently reclassified.
The class of a financial asset is determined at the time of acquisition.
Time of recognition of financial assets
All regular-way purchases and sales of financial assets for which there is a period of time specified by a regulatory authority
or market convention within which the securities must be delivered to the buyer are accounted for at settlement, i.e., when
the asset is delivered to the Bank or the Bank delivers it to the buyer. An off-balance-sheet commitment to buy or sell
financial assets is recognised at the trade date and is written off when the securities are settled.
Loans are carried at amortised cost: the cost of the loan at initial recognition (which includes direct transaction costs) less
principal repayments, amortisation of the cumulative difference between the cost and the redemption amount, and
impairment losses.
Business model assessment. The Bank’s business model is to collect contractual cash flows (held-to-collect), where cash
flows are solely payments of principal and interest on principal. The Bank does not have any financial instruments whose
purpose is to generate cash flows from the sale of instruments. The use of other business models is not envisaged.
Solely payments of principal and interest (SPPI). All loans and receivables are valued using the SPPI test. It is assessed
whether the principal amount is the fair value of the financial asset at initial recognition and meets the SPPI criteria. Whether
the interest received is consideration for the time value of money for the credit risk associated with the principal outstanding.
The credit risk element is assessed. Whether the time value of money element for fixed rate transactions meets the criteria.
For variable interest rates, the change in the time value of money element is assessed and it is determined whether the
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
42
change results in a material difference between the contractual cash flows and the cash flows that would have arisen if the
time value of money element had not changed. In the case of insignificant deviations, the loans and receivables are
deemed to be in line with the SPPI requirements.
The following financial assets are measured at amortised cost in the Bank:
• cash, cash balances with the central bank;
• cash balances with banks and other credit institutions;
• debt securities;
• loans and receivables;
• other assets and other advance payments.
Cash and cash balances with the central bank consist of balances of cash and other means of payment, balances in
correspondent accounts of the Bank of Lithuania and minimum reserves.
Cash is cash on hand with a carrying amount equal to its fair value.
The fair value of cash balances with the central bank is equal to the carrying amount.
Loans and receivables are non-derivative financial assets that have fixed and determinable payments and are not quoted
on a market. This class of financial assets also includes (discounted) promissory notes purchased by the Bank and the
purchase of debt obligations (factoring).
Other assets and other advance payments represent cash paid for goods or services not yet provided.
Impairment of financial assets
The impairment model (expected credit loss model) is applied to financial assets measured at amortised cost or fair value,
except for investments in equity instruments. The Bank uses a customer rating system to assess the level of a customer’s
credit risk. Borrowers’ internal credit risk ratings are established at the time of credit extension and are reviewed and
updated periodically and as new relevant information becomes available. Financial instruments are classified into 3 risk
levels based on the change in credit risk since initial recognition. For off-balance sheet exposures, expected credit losses
are calculated in the same way as for the corresponding on-balance sheet exposures, according to the risk level of the
corresponding on-balance sheet exposure.
Lending exposures, whether the specific provisions are set for a homogeneous group or on an individual basis, are
reclassified in order to react uniformly to credit risk factors as macroeconomic conditions change. The reclassification of
lending exposures results in a corresponding recalculation of the amounts of the specific provisions.
Lending exposures are assigned to one of three risk levels based on their credit risk assessment from initial recognition:
• risk level 1 which includes performing exposures with no significant increase in credit risk, i.e., no credit risk
indicator or loss event has been recorded since the initial recognition of the loan;
• risk level 2 which includes exposures with a credit risk indicator or significant increase in credit risk. The main
criteria indicating a significant increase in credit risk would include a decrease in the client’s annual credit rating
compared to the initial credit risk rating assigned at the time of recognition, the exposure becoming more than 30
days past due, a significant decrease in the value of collateral, material breaches of investment project
implementation conditions, the restructuring or refinancing of financial obligations due to the deterioration of the
client’s financial condition, and other qualitative factors indicating an increased credit risk.
• risk level 3 which includes non-performing loans and other exposures with a probable default. The main criteria
for assigning risk level 3 include: payment delays by the client exceeding 90 calendar days, the borrower’s
bankruptcy or restructuring, the classification of the exposure as non-performing when it is considered that the
client will be unable to repay the exposure without the realization of collateral, the borrower’s death, and other
objective criteria.
For lending exposures, specific provisions are calculated collectively or individually in accordance with the following
provisions:
• lending exposures classified as risk level 1 (low credit risk) are assessed collectively and specific provisions are
measured at an amount equal to the 12-month expected credit loss (ECL);
• lending exposures classified as risk level 2 (significantly increased credit risk) are assessed collectively. For
collectively assessed lending exposures, the amount of the specific provisions is calculated based on the ECL
with an unlimited duration;
• lending exposures classified as risk level 3 (credit defaults) are assessed individually.
Exposures may revert to a lower risk level after a certain period (between 180 and 730 calendar days), subject to objective
criteria.
Lending exposures that do not meet the criteria set for other homogeneous groups are classified in the other assets group
and are not assessed by the Central Bank because they are assumed to have very low credit risk that does not significantly
increase since initial recognition.
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
43
For collectively measured lending exposures, ECL is estimated using a model developed by the Bank, which calculates
the internal risk parameters for each homogeneous group according to the scenario used.
For lending exposures measured using the collective approach, ECL is calculated as follows:
ECL = EAD x PD x LGD, where
EAD – Exposure at Default
PD – Probability of Default
LGD – Loss Given Default
The macroeconomic outlook is considered in the calculation of the PD and LGD parameters. The values of the PD and
LGD parameters calculated based on the Bank’s historical data are adjusted to incorporate forward-looking information.
The PD parameter is determined using two (2) economic scenarios (expected and pessimistic) based on the Bank of
Lithuania’s forecasts, and a final derivative scenario is derived depending on the probabilities assigned to these scenarios.
The LGD parameter calculated based on historical data is also adjusted with real estate price forecasts.
The assumptions on which the ECL calculations are based are reviewed periodically (at least annually), supplemented by
historical data and in the light of current economic forecasts.
The carrying amount of the loans is reduced using an impairment account and the amount of the impairment is recognised
in the profit and loss account. For all financial instruments, lending exposures are reviewed after initial recognition, and a
detailed assessment of changes in the client’s risk profile is carried out at least annually to identify increases in the
materiality of credit risk. Each month, an assessment is made of the indicators of a decrease/increase in the credit risk of
the lending exposure, which are used to reverse or increase the previously recognised impairment by adjusting the
impairment account.
Lending exposures, whether the specific provisions are set for a homogeneous group or on an individual basis, are
reclassified to react uniformly to credit risk factors as macroeconomic conditions change. The reclassification of lending
exposures results in a corresponding recalculation of the amounts of the specific provisions.
Factoring accounting
A factoring transaction is a financing transaction where the Bank finances its customers by purchasing their claims.
Companies transfer to the Bank rights to future accounts receivable. Factoring transactions consist of factoring transactions
with recourse, where the Bank has the right to sell back to the customer the overdue claim, and factoring transactions
without recourse, where the Bank does not have the right to sell back to the customer the overdue claim.
Factoring income consists of the amount of the administration fee for the main contract, which is paid at the time of
conclusion of the contract and recognised as income by the Bank on a pro rata basis over the term of the contract; the fee
for the administration of invoices, which is recognised as income at the time of payment of the invoice, and interest income,
which is recognised as income over the term of the factoring contract.
The factoring balance includes the total amount of unpaid factoring invoices and any accruals for unpaid invoices at the
end of the reporting period.
Loan write-offs
When loans and prepayments are not likely to be recovered and the collateral has been sold, they are written off against
the impairment of the loans. The decision to write off loans is made by the management of the Bank. When loans previously
written off are recovered, the income is recognised in the profit and loss account.
Partial write-off of loans may be applied to customers with default status if there is no likelihood that all or part of the Bank’s
claims (principal, accrued interest and other charges) will be settled by the customer (e.g., the customer is subject to
bankruptcy proceedings or the Bank has commenced legal proceedings, and existing collateral is insufficient and cash
flow or other assets are not expected to be available to cover part of the claims).
Derivatives
The Bank uses derivatives such as foreign exchange forwards and foreign exchange swaps. Derivatives are carried at fair
value as assets when their fair value is positive and as liabilities when it is negative. Derivatives are initially recorded in the
statement of financial position at fair value at the date of realisation. Changes in the fair value of derivatives held for trading
are included in net trading income.
The fair values of derivatives are disclosed in Note 12.
In 2025 and 2024, the Bank issued floating rate loans to customers, but the agreements contained interest rate floors. This
floor is embedded in the agreements. IFRS 9 requires that if, at the time the loan is originated, the interest rate floor is
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
44
close to the market floating rate, then the embedded derivative is closely related to the host contract and may be accounted
for together.
Debt securities issued and other borrowed funds
Financial instruments issued and their components that contain contractual obligations to pay cash or transfer other
financial assets to another party or to settle the obligation by exchanging a fixed amount of cash or other financial assets
for a fixed number of shares in the Bank are accounted for as liabilities. Components of compound financial instruments
that have both liability and equity features are accounted for separately, with the amount attributable to the equity
component being the amount remaining of the total amount of the instrument less the liability component, calculated at its
fair value at the date of issue.
Debt securities issued after initial recognition and other borrowings that are not carried at fair value through profit or loss
are carried at amortised cost using the effective interest rate. The amortised cost is calculated by including all discounts
and premiums incurred at the time of issue, as well as other costs that are components of the effective interest rate.
Repurchase transactions
Securities sold under repurchase transactions are carried in the financial statements at amortised cost and the related
liability is included in deposits from banks, other deposits or customer deposits, as appropriate. Securities purchased under
resale transactions are accounted for as loans or advances to other banks or customers, respectively. The difference
between the sale and repurchase prices is treated as interest and recognised over the life of the repurchase transaction
using the effective interest rate over the entire period.
Borrowed securities are not included in the financial statements unless they are sold to a third party. In such a case, the
obligation to repay those securities is recognised at fair value as a trading liability.
Financial liabilities
Financial liabilities are contractual obligations to deliver cash, other financial assets or to exchange financial instrument s
on terms that are potentially unfavourable to oneself, and contracts that will or may be settled in equity instruments of the
Bank. Financial liabilities are classified into:
• financial liabilities measured at amortised cost;
• financial liabilities measured at fair value through profit or loss.
Financial liabilities are classified as financial liabilities measured at amortised cost, except:
• financial liabilities at fair value through profit or loss, and derivatives;
• financial liabilities that arise when a transfer of a financial asset does not qualify for derecognition or when the
continuing involvement approach applies;
• financial guarantee contracts;
• commitments to provide a loan at a below-market interest rate;
• contingent consideration recognised in a business combination.
Financial liabilities at fair value through profit or loss are those financial liabilities that are not classified as financial liabilities
measured at amortised cost. Financial liabilities may be irrevocably designated as at fair value through profit or loss on
initial recognition if:
• a group of financial liabilities or financial assets and financial liabilities is managed and its performance is
evaluated on a fair value basis, in accordance with a documented risk management or investment strategy;
• such designation eliminates or significantly reduces a measurement or recognition inconsistency (accounting
mismatch).
These financial liabilities may not be subsequently reclassified.
The Bank has not designated any financial liabilities, except for derivative financial instruments, as measured at fair value
through profit or loss.
The Bank measures the following financial liabilities at amortised cost:
• liabilities to banks and other credit institutions;
• liabilities to customers;
• subordinated loans;
• other liabilities.
A financial liability is derecognised when it is settled, cancelled or expires.
When an existing financial liability to the same creditor is replaced by another liability with substantially different terms, or
the terms of an existing liability are substantially modified, such modifications are recognised by derecognition of the
existing liability and recognition of a new liability, with the difference between their carrying amounts recognised in the
profit and loss account.
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
45
Employee benefits
Short-term employee benefits
Short-term employee benefits are recognised as an expense in the period in which the employees render the services.
These benefits include wages, social insurance contributions, bonuses, paid holidays and other benefits.
Social insurance contributions
The Bank pays social insurance contributions to the State Social Insurance Fund (hereinafter, the “Fund”) on behalf of its
employees in accordance with local legal requirements. Social insurance contributions are recognised as an expense on
an accrual basis and included in staff costs.
Transactions in foreign currency
Transactions in foreign currencies are converted into euro at the exchange rate between the relevant currency and the
euro established by the Bank of Lithuania on the transaction date. Gains and losses arising from such transactions and
from the translation of monetary assets and liabilities denominated in currencies other than euro are recorded as gains or
losses.
Monetary assets and liabilities denominated in foreign currencies are measured in the functional currency at the exchange
rate ruling at the statement of financial position date. Foreign exchange gains and losses are recognised in profit or loss.
Non-monetary items are carried at cost using the exchange rate at the date of the transaction, and non-monetary assets
carried at fair value or revalued amount are translated using the exchange rate at the date of the fair value measurement.
The official exchange rates of the main currencies used for the year-end revaluation of the items in the statement of
financial position are shown below (the ratio of the euro to the unit of the original currency is shown):
31 December 2025
31 December 2024
USD
1.1757
1.0444
Interest income and expense
Interest income and expense are recognised in profit or loss on an accrual basis using the effective interest method. The
effective interest rate is the rate that exactly discounts the estimated cash payments and receipts through the life of the
financial asset or liability or, when appropriate, a shorter period to the residual value of the financial asset or liability. Fees
and commissions for making loans to customers (together with related direct costs) are deferred and recognised as an
adjustment to the interest rate calculated on the loans.
The calculation of the effective interest rate includes all fees paid or received, transaction costs, discounts and premiums
that are part of the effective interest rate. Transaction costs are incremental costs that are directly attributable to the
acquisition, issue or disposal of a financial asset or financial liability.
Fees and commissions
Fee and commission income and expenses that are a component of the effective interest rate of a financial asset and
liability are included in the measurement of the effective interest rate.
Other fee and commission income, including account management fees, investment management fees, sales
commissions, custody fees, etc., is recognised on an accruals basis as the related services are performed. When a loan
agreement is signed and the loan is not expected to be repaid, loan commitment fees are recognised on a straight-line
basis over the period of the commitment.
Other fee and commission expenses mainly relate to transaction and service fees that are paid when these services are
received.
Costs
Other costs are recognised on an accrual and income and expenses comparison basis in the accounting period in which
income related to such expenses is generated, regardless of the time when the money is spent. In cases where costs
incurred over the accounting period cannot be directly linked to the specific income and they will not generate income in
the coming periods, such costs are recognised as expenses in the same period in which they are incurred. The amount of
expenses is usually carried at the amount paid or payable.
Dividends
Dividend income and expense are recognised when the right to receive income is established or the obligation to pay
arises.
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
46
Cash and cash equivalents
Cash, balances in current accounts with the Bank of Lithuania and correspondent accounts with other banks, due to their
high liquidity and maturity up to 3 months from the date of acquisition, are treated as cash and cash equivalents in the cash
flow statement. Cash and cash equivalents consist of short-term, highly liquid investments that are readily convertible into
cash and are subject to insignificant risk of changes in value.
Investment assets
Investment assets are carried at cost, with an estimate of acquisition costs. Subsequent to initial recognition, investment
assets are carried at fair value, which reflects market conditions at the statement of financial position date. Gains or losses
arising from changes in the fair value of investment assets are recognised in profit or loss in the period in which they arise.
An investment asset is derecognised on sale when it is disposed of or when no economic benefits are expected from its
sale. The difference between the net proceeds from the sale of an asset and its carrying amount is recognised in profit or
loss in the period in which the asset is derecognised.
Changes in investment assets are recorded when there is a change in the nature of the use of the investment asset. For
reclassifications of investment assets to tangible fixed assets, the adjusted cost is the fair value at the date of the change
in use. If a tangible fixed asset is reclassified as an investment asset, the Group accounts for it on the basis of the
accounting policy for tangible fixed assets that has been applied to it, as described below, until the date of change in use.
Intangible assets
Intangible assets acquired by the Bank are initially recorded at cost. After initial recognition, intangible assets are carried
at cost less accumulated amortisation and impairment losses, if any.
The useful life of an intangible asset may be finite or indefinite. The Bank does not have any intangible assets with indefinite
useful lives.
Intangible assets with finite useful lives are amortised over their useful lives and are assessed for impairment when there
is an indication that they may be impaired. The amortisation periods and methods used for intangible assets with finite
useful lives are reviewed at least at each financial year-end.
Costs related to software maintenance are expensed as incurred.
Subsequent costs of intangible assets are capitalised only when they increase the future economic benefits of the specific
asset to which the costs relate. All other costs are written off when incurred.
Amortisation of intangible assets is recognised in the profit and loss account on a straight-line basis over their estimated
useful lives from the date they are available for use. The software has an estimated useful life of 3-7 years.
Tangible fixed assets
Tangible fixed assets are measured at cost less accumulated depreciation and impairment losses. Cost includes costs that
are directly attributable to the acquisition of the asset. Purchased software that is necessary for the operation of the related
equipment is capitalised as part of that equipment. The cost of replacing an item of property or equipment is included in
the residual value when it is probable that future economic benefits associated with that item will flow to the the Bank and
the cost can be measured reliably. The cost of the continuing servicing of property, plant and equipment is charged to profit
or loss as incurred.
When the useful lives of the components of property or equipment are different, they are accounted for as separate property
or equipment (major components).
In the case of a revaluation where the estimated fair value of an asset is greater than its residual value, the residual value
is increased to fair value and the amount of the increase is credited to the revaluation reserve account for tangible fixed
assets within equity.
Depreciation of tangible fixed assets is calculated using the straight-line method by writing off the value of the asset over
its estimated useful life.
Estimated useful life of the asset:
Buildings 60-90 years
Computer hardware 3 years
Vehicles 6 years
Equipment and accessories 3-10 years
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
47
Leasehold improvements are depreciated over the remaining lease term or useful life, whichever is shorter. The useful
lives of assets and the depreciation recognition methodology are reviewed and, if necessary, adjusted at the end of each
financial year.
Offsetting
Financial assets and liabilities are offset, and the net amount is presented, in the statement of financial position if, and only
if, the Group and the Bank have the right to offset the amounts and plan either to settle on a net basis or to sell the asset s
and settle the debt simultaneously.
Income and expenses are presented on a net basis only when this is permitted by accounting standards; profits and losses
from a group of similar transactions, such as the Group’s and the Bank’s trading activities, are presented on a net basis.
Fair values of financial assets and liabilities
Fair value is the price at which an asset would be sold or a liability transferred at the measurement date in an orderly
transaction between market participants in the principal market or, if no such market exists, in the most advantageous
market that the Bank can access at the measurement date. The fair value of a liability reflects the exposure to the risk of
default on its obligations.
Where appropriate, the Bank estimates the fair value of an instrument using its quoted price in an active market. A market
is considered active if transactions in that asset or liability occur with sufficient frequency and volume to provide continuous
price information.
The fair value of financial instruments traded on financial markets is determined by reference to quoted market prices.
Purchase prices are used to measure financial assets and sale prices are used to measure liabilities. In the absence of an
active market, the fair value of an interest-earning asset is determined by reference to the discounted value of cash flows
using the same interest rate for instruments that are similar in terms of maturity and risk. The fair value of unquoted equity
securities is determined using valuation techniques. Such techniques are based on recent market transactions in
substantially similar instruments at market prices or on cash flow analysis.
Fair value measurement
Certain accounting principles and disclosures of the Bank require the determination of the fair value of financial and non-
financial assets and liabilities.
In determining the fair value of an asset or liability, the Bank uses observable market data to the extent possible.
Fair values are presented in the following three levels of the fair value hierarchy based on the variables used in the valuation
techniques:
• Level 1: quoted prices (unadjusted) in active markets for identical assets and liabilities.
• Level 2: inputs other than quoted market prices included in Level 1 that are observable, either directly (i.e., as
prices) or indirectly (i.e., derived from prices).
• Level 3: asset or liability variables not based on observable market data (unobservable inputs).
If the variables used in determining the fair value of an asset or liability may be classified in different levels of the fair value
hierarchy, the level of the fair value hierarchy to which the entire fair value measurement is assigned is determined by
reference to the lowest level variable that is significant in determining the entire fair value.
The Bank recognises transfers between levels of the fair value hierarchy at the end of the reporting period in which the
change occurs.
For more information on the assumptions used to calculate the fair values, see the notes below:
Note 7 – Loans and receivables
Note 8 – Property and equipment
Note 24 – Fair values of financial instruments
Gains and losses on post-recognition measurement
Gains or losses arising from changes in the fair value of a financial asset or financial liability are recognised as follows:
- gains or losses on financial instruments carried at fair value through profit or loss are recognised in the profit and
loss account;
- gains or losses on available-for-sale financial assets are recognised in other comprehensive income (except for
impairment losses and foreign exchange gains or losses on debt financial instruments) until the assets are
derecognised. The cumulative gain or loss recorded in equity is then recognised in the profit and loss account.
Interest on available-for-sale financial assets is recognised as income in the profit and loss account using the
effective interest method.
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
48
Gains or losses on financial assets and liabilities carried at amortised cost are recognised in the profit and loss account
when the financial asset or liability is derecognised, impaired and amortised.
Lease
When a lease agreement is signed, the Group assesses whether the agreement constitutes a right to lease the asset. The
Bank recognises a lease asset and a corresponding lease liability in respect of all lease arrangements in which the Bank
is the lessee, except for short-term leases (leases with a lease term of 12 months or less) and leases of low-value assets
(e.g., tablets and PCs, small items of office furniture and telephones). For these leases, the Bank recognises lease
payments as an operating expense on a straight-line basis over the lease term, unless another systematic basis is
appropriate that more closely reflects the time pattern over which the economic benefits of the leased asset are consumed.
Lease liabilities are initially measured at the present value of the lease payments that have not yet been made, and are
subsequently discounted using the interest rate provided for in the lease agreement. If the lease agreement does not
specify interest, the Bank uses its borrowing rate.
Lease liabilities are measured by increasing the carrying amount to reflect the related interest (using the effective interest
rate method) and decreasing the carrying amount to reflect the lease payments made.
A lease asset consists of the initial measurement of the related lease liability, the lease payments made on or before the
commencement date, less any lease discounts received and any initial direct costs. It is subsequently measured at cost
less accumulated depreciation and impairment losses.
The right to use the asset is depreciated over the shorter of the lease term or the useful life of the asset. If ownership of
the underlying asset is transferred after the asset is leased, or the cost of the leasehold right-of-use reflects the fact that
the Group expects to exercise its option to acquire the asset, the related right-of-use is amortised over the useful life of the
underlying asset. Depreciation starts from the date the lease commences.
Leases for which the Bank is the lessor are classified as finance or operating leases. When, under the terms of the lease,
all the risks and rewards of ownership are transferred to the lessee, the agreement is classified as a finance lease. All
other leases are classified as operating leases.
Amounts due from lessees under finance leases are recognised as a receivable based on the amount of the Bank’s net
investment in the lease. Income from finance leases is allocated to accounting periods to reflect a constant periodic rate
of return on the Bank’s net investment.
Share capital
Share capital is recorded in the statement of financial position at its subscribed value.
Corporate income tax
Corporate income tax is calculated on the profit for the year, including deferred tax. Corporate income tax is calculated in
accordance with the requirements of the tax legislation of the Republic of Lithuania.
Under the Law on Corporate Income Tax of the Republic of Lithuania, the corporate income tax rate is 16% of the taxable
income. Management calculates and accounts for tax expenses in the financial statements in accordance with the laws of
the Republic of Lithuania.
As of 2020, the portion of credit institutions’ taxable profits calculated in accordance with the Law on Corporate Income
Tax exceeding EUR 2 million is taxed at a 5% surtax rate. As of 1 January 2025, the main corporate income tax rate was
increased by 1 percentage point from 15% to 16%, and starting 2026 it will be increased to 17%.
Deferred tax is accounted for using the liability method. Deferred corporate income tax reflects temporary tax differences
between the values of assets and liabilities as reported in the financial statements and the tax bases of assets and liabilities.
Deferred tax assets/liabilities are measured using the corporate income tax rate that will apply when the temporary tax
differences are realised.
A deferred tax asset is recognised in the statement of financial position when management expects to realise sufficient
estimated taxable profit in the foreseeable future to allow for the realisation of the asset. If it is probable that part of the
deferred tax asset will not be realised, that part of the deferred tax is not recognised in the financial statements.
Temporary solidarity contribution
On 9 May 2023, the Parliament of the Republic of Lithuania adopted the Law on Temporary Solidarity Contribution of the
Republic of Lithuania (No. XIV-1936), which introduced a new solidarity contribution for credit institutions operating in
Lithuania from 16 May 2023. This contribution is calculated on the excess of net interest income earned by credit institutions
in 2023 - 2025 from their activities in the territory of the Republic of Lithuania..
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
49
Other charges
The annual property tax rate is up to 3% of the taxable value of tangible fixed assets and repossessed property. The Bank
is also required to pay land tax and rent, guarantee fund contributions and social insurance contributions. These charges
are included in other expenses in the profit and loss account.
Off-balance-sheet items
All liabilities that may be recognised in the statement of financial position in the future are accounted for as off -balance-
sheet liabilities. This allows the Bank to determine the capital requirements and raise the necessary funding to meet these
obligations.
Related parties
Parties are considered to be related if one party is in a position to unilaterally or jointly control or exercise significant
influence over the other party in making financial or operational decisions, or if the parties are under common control, and
if members of management, their close family members, and the entities controlled by them, or persons close to them are
in a position to unilaterally or jointly exercise control or exercise significant influence over the Bank. The determination of
whether parties are related is based on the substance of the relationship, not just its content.
Credit commitments
Credit commitments are approved decisions to increase a loan, guarantee or letter of credit. As regards the Bank’s credit
risk, the total amount of the unused credit commitment is exposed to potential losses. Due to certain terms of lending
applicable to customers who wish to draw on the credit commitment, the amount of potential losses is less than the total
unused credit commitment. As long-term credit commitments have a higher
credit risk than short-term commitments, the Bank controls the maturity of credit commitments. Credit commitments are
treated as risky assets for capital adequacy purposes.
In the normal course of business, the Bank issues financial guarantees in the form of letters of credit, guarantees and
acceptances. Financial guarantees are measured at fair value (the amount of the premium received) in other liabilities on
initial recognition. Subsequent to initial recognition, the Bank’s liability is measured at the higher of the amortised premium
and the estimated cost that may be required to settle the financial liabilities associated with the guarantees when settlement
is probable.
Any increase in the liability relating to guarantees is recorded in the profit and loss account in impairment charges. The
premium received is recognised in the profit and loss account in net fee and commission income on a straight-line basis
over the life of the guarantee.
Guarantees are irrevocable assurances that the Bank will settle on behalf of the client with third parties in the event of the
client’s inability to meet its obligations to third parties. When a guarantee is settled, it is recorded in the statement of
financial position and assessed for indications of impairment. Until the guarantee is settled, it is recognised as a risky asset
for capital adequacy purposes.
Documentary credits and business letters of credit are written agreements between the Bank and the client that provide
for a third party to receive certain amounts from the Bank, up to a specified amount, under certain conditions. They are
secured by a pledge of the delivery of the goods to which they relate. Letters of credit are recognised as risky assets for
capital adequacy purposes.
Provisions
Provisions are recorded when, as a result of a past event, the Bank has a legal obligation or an irrevocable commitment,
it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and the
amount of the liability can be measured reliably.
The cost of accounting for provisions is recognised in profit or loss. Where the effect of the time value of money is
significant, provisions are discounted against the tax rate that reflects the risk inherent in the liability. When discounting is
applied, the increase in the provision to reflect the passage of time is recorded as a borrowing cost.
Contingencies
Contingent liabilities are not recorded in the financial statements but are disclosed unless it is unlikely that economic
benefits will be foregone. Contingent assets are not accounted for in the financial statements but are disclosed if they are
expected to generate economic benefits.
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
50
Note 3 Use of estimates and judgements in the preparation of financial statements
The preparation of financial statements requires management to make certain estimates and assumptions that affect the
reported amounts of assets, liabilities, income, expenses and disclosure of contingencies. Significant areas in these
financial statements that involve estimates and judgements include impairment of loans and other receivables, fair value
measurement of derivative financial instruments, realisation of deferred tax assets, leases and derecognition of financial
assets and going concern.
The following are key assumptions relating to future and other measurement uncertainties at the statement of financial
position date that have the potential to result in a significant adjustment to the carrying amounts of assets and liabilities in
future financial years.
Impairment losses on loans and other receivables
The calculation of impairment of loans and other receivables is described in Note 27.
The methods for calculating the amount and timing of future cash flows are kept under review to minimise the differences
between the estimated loss amounts and the actual losses incurred. For more information, see Notes 7 and 27
Impairment of debt securities
For collectively measured lending exposures, ECL is estimated using a model developed by the Bank, which calculates
the internal risk parameters for each homogeneous group according to the scenario used. The recognition of impairment
losses on financial instruments is described in the Rules for the Measurement of Expected Credit Risk Losses. Details of
debt securities are given in Note 6.
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
51
Note 4 Placements with the central bank
The Bank
31 December
2025
31 December
2024
Compulsory reserve with the central bank
6,002
5,778
Correspondent account with the central bank
62,009
107,009
Placements with the central bank
68,011
112,787
Deposits with the Central Bank earn interest at the interest rate set by the ECB. The interest rate on the compulsory
reserves is 0%.
Note 5 Placements with banks and other credit, financial institutions
The Bank
31 December
2025
31 December
2024
Current accounts with correspondent banks
9,147
9,118
Term deposits
832
7,305
Placements with banks and other credit, financial institutions
9,979
16,423
Impairment
(11)
(16)
Total
9,968
16,407
Movements in provisions for balances with banks and other credit institutions are disclosed in Note 7.
As at 31 December 2025 and 31 December 2024, the Bank has pledged term deposits with a carrying amount of EUR 230
thousand to enable them to carry out foreign exchange transactions.
As at 31 December 2025, the Bank has pledged to Visa Europe Limited EUR 602 thousand for the purpose of processing
Visa debit cards issued by the Bank (as at 31 December 2024 – EUR 649 thousand).
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
52
Note 6 Debt securities
Debt securities consist of:
The Bank
31 December 2025
31 December 2024
Government bonds of the Republic of Lithuania
78,550
51,746
Government bonds of the Republic of Romania
4,403
5,061
Government bonds of the Republic of Poland
8,707
3,843
Government bonds of the Republic of Croatia
-
1,027
Total
91,660
61,677
Impairment
(56)
(38)
Total
91,604
61,639
Coupons and maturities of investments carried at amortised cost:
2025
2024
%
Maturity
%
Maturity
Government bonds of the Republic of Lithuania
2,3 – 4
2026 – 2028
0 – 3,9
2025 – 2028
Government bonds of the Republic of Romania
3,3– 5,5
2027
2.375 – 5.25
2025 – 2027
Government bonds of the Republic of Poland
3,75 – 4,55
2026 – 2029
3.25 – 5.5
2026 – 2027
Government bonds of the Republic of Croatia
-
-
3
2025
Note 7 Loans and receivables
Loans to customers and receivables consist of:
The Bank
31 December
2025
31 December
2024
Loans to customers, including short-term bills of exchange
529,881
397,675
Overdrafts
830
553
Factoring
884
599
Financial lease
19,178
20,905
550,773
419,732
Impairment
(5,614)
(5,183)
Loans and receivables, net
545,159
414,549
(continued on the next page)
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
53
Changes in the impairment of loans and receivables through 2025:
The Bank
31
December
2024
Increase in
provisions
due to
acquisition
Decrease in
provision due
to
derecognition
Changes in
provisions
(net
amount)
Decrease in
provisions
due to
write-
downs
31
December
2025
Level I
(2,074)
(1,144)
316
334
-
(2,568)
Debt securities
(38)
(25)
6
1
-
(56)
Government institutions
(38)
(25)
6
1
-
(56)
Other financial institutions
-
-
-
-
-
-
Non-financial companies
-
-
-
-
-
-
Loans and other receivables
(2,036)
(1,119)
310
333
-
(2,512)
Government institutions
-
-
-
-
-
-
Credit institutions
(16)
(2)
7
2
-
(9)
Other financial institutions
(1)
-
-
-
-
(1)
Non-financial companies
(1,288)
(742)
221
185
-
(1,624)
Households
(731)
(375)
82
146
-
(878)
Level II
(736)
(26)
52
(538)
-
(1,248)
Loans and other receivables
(736)
(26)
52
(538)
-
(1,248)
Non-financial companies
(301)
(13)
20
(464)
-
(758)
Households
(435)
(13)
32
(74)
-
(490)
Level III
(2,427)
(92)
57
121
476
(1,865)
Loans and other receivables
(2,427)
(92)
57
121
476
(1,865)
Credit institutions
-
-
-
(1)
-
(1)
Non-financial companies
(1,373)
(79)
-
134
-
(1,318)
Households
(1,054)
(13)
57
(12)
476
(546)
Total
(5,237)
(1,262)
425
(83)
476
(5,681)
(continued on the next page)
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
54
Changes in the impairment of loans and receivables through 2024:
The Bank
31
December
2023
Increase in
provisions
due to
acquisition
Decrease in
provision due
to
derecognition
Changes in
provisions
(net
amount)
Decrease in
provisions
due to
write-
downs
31
December
2024
Level I
(1,304)
(1,007)
440
(203)
-
(2,074)
Debt securities
(34)
(17)
13
-
-
(38)
Government institutions
(34)
(17)
13
-
-
(38)
Other financial institutions
-
-
-
-
-
-
Non-financial companies
-
-
-
-
-
-
Loans and other receivables
(1,270)
(990)
427
(203)
-
(2,036)
Government institutions
-
-
-
-
-
-
Credit institutions
(14)
(7)
8
(3)
-
(16)
Other financial institutions
(299)
(1)
297
2
-
(1)
Non-financial companies
(674)
(698)
104
(20)
-
(1,288)
Households
(283)
(284)
18
(182)
-
(731)
Level II
(703)
(24)
275
(284)
-
(736)
Loans and other receivables
(703)
(24)
275
(284)
-
(736)
Non-financial companies
(549)
(13)
269
(8)
-
(301)
Households
(154)
(11)
6
(276)
-
(435)
Level III
(1,312)
(283)
436
(1,268)
-
(2,427)
Loans and other receivables
(1,312)
(283)
436
(1,268)
-
(2,427)
Non-financial companies
(871)
(283)
428
(647)
-
(1,373)
Households
(441)
-
8
(621)
-
(1,054)
Total
(3,319)
(1,314)
1,151
(1,755)
-
(5,237)
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
55
Note 8 Property and equipment
The movements in property and equipment were as follows:
The Bank
Land,
buildings and
other real
estate
Assets held
for sale
Vehicles
Office
equipment and
other
Total
Acquisition cost or revalued amounts
Balance as of 31 December 2024
8,337
-
1,946
3,203
13,486
Additions (reconstruction)
820
-
463
242
1,525
Revaluation
Disposals and write-offs
(279)
(392)
(112)
(783)
Reclassification
Balance as of 31 December 2025
8,878
-
2,017
3,333
14,228
Accumulated depreciation and
impairment losses
Balance as of 31 December 2024
1,873
-
701
1,516
4,090
Depreciation for the year
1,058
-
368
600
2,026
Disposals and write-offs
(148)
(230)
(101)
(479)
Reclassification
Balance as of 31 December 2025
2,783
-
839
2,015
5,637
Net book value
As of 31 December 2024
6,464
1,245
1,687
9,396
As of 31 December 2025
6,095
-
1,178
1,318
8,591
The Bank
Land,
buildings and
other real
estate
Assets held
for sale
Vehicles
Office
equipment and
other
Total
Acquisition cost or revalued amounts
Balance as of 31 December 2023
3,038
5,587
1,562
2,595
12,782
Additions (reconstruction)
6,413
-
785
1,772
8,970
Revaluation
Disposals and write-offs
(1,114)
(5,587)
(401)
(1,164)
(8,266)
Reclassification
Balance as of 31 December 2024
8,337
-
1,946
3,203
13,486
Accumulated depreciation and
impairment losses
Balance as of 31 December 2023
1,933
786
540
2,126
5,385
Depreciation for the year
938
-
362
513
1,813
Disposals and write-offs
(998)
(786)
(201)
(1,123)
(3,108)
Reclassification
Balance as of 31 December 2024
1,873
-
701
1,516
4,090
Net book value
As of 31 December 2023
1,105
4,801
1,022
469
7,397
As of 31 December 2024
6,464
-
1,245
1,687
9,396
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
56
As of 31 December 2024 and 31 December 2023, the Bank and the Group had no property and equipment acquired under
hire-purchase agreements.
As at 31 December 2025, the Bank’s property and equipment amounted to EUR 8,591 thousand, including the right to use
assets worth EUR 6,037 thousand: buildings EUR 4,877 thousand and vehicles EUR 1,160 thousand.
As at 31 December 2024, the Bank’s property and equipment amounted to EUR 9,396 thousand, including the right to use
assets worth EUR 6,488 thousand: buildings EUR 5,267 thousand and vehicles EUR 1,221 thousand.
Type of assets falling into the Right of Use Assets (ROU) category – buildings and vehicles. Additions to ROU assets
amounted to EUR 1,086 thousand in 2024 (EUR 5,926 thousand in 2024). The related depreciation expense of ROU
assets amounted to EUR 1,309 thousand in 2024: buildings EUR 946 thousand and vehicles EUR 363 thousand (EUR
1,220 thousand in 2024; buildings EUR 863 thousand and vehicles EUR 357 thousand).
The Bank during 2024 incurred 158 thousand EUR interest costs and lease liabilities related to recognized ROU assets (in
2024 - 163 thousand EUR).
The average term of Right of Use Assets is 5 to 10 years.
Note 9 Intangible assets
The movements in intangible assets were as follows:
The Bank
Software
Acquisition cost
Balance as at 31 December 2024
3,329
Additions
299
Disposals and write-offs
-
Balance as at 31 December 2025
3,628
Accumulated amortisation
Balance as at 31 December 2024
3,077
Charges for the year
173
Disposals and write-offs
116
Balance as at 31 December 2025
3,366
Net book value
As at 31 December 2024
252
As at 31 December 2025
262
(continued on the next page)
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
57
The Bank
Software
Acquisition cost
Balance as at 31 December 2023
3,666
Additions
142
Disposals and write-offs
(479)
Balance as at 31 December 2024
3,329
Accumulated amortisation
Balance as at 31 December 2023
3,145
Charges for the year
348
Disposals and write-offs
(416)
Balance as at 31 December 2024
3,077
Net book value
As at 31 December 2023
521
As at 31 December 2024
252
As of 31 December 2025, and 31 December 2024, the Bank had no intangible fixed assets acquired under hire-purchase
agreements.
Note 10 Investment in subsidiaries
The Bank
2024
2024
Balance at the beginning of the year
1,773
12,342
Sale of subsidiary
1,773
-
Additional impairment of investment in subsidiaries
-
(10,569)
Balance at the end of the year
-
1,773
On June 25, 2025, the Bank sold 100% of the shares of its subsidiary UAB "TG invest-1" for EUR 2,117 thousand. The
transaction was carried out with an independent buyer. Following the transaction, the Bank lost control and no longer has
significant influence over the company.
The gain on the sale, calculated as the difference between the proceeds received and the carrying amount of the
investment, amounted to EUR 344 thousand and was recognized in the profit and loss statement.
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
58
Note 11 Other assets
Other assets include:
The Bank
31 December
31 December
2025
2024
Prepayments
268
352
Debtors
10
27
Deferred expenses
732
917
Other
11
28
1,021
1,324
Impairment
-
-
Total
1,021
1,324
Note 12 Derivative financial instruments
The Bank
31 December 2025
Notional amount
Fair value
Fair value
Purchase
Assets
Liabilities
Foreign exchange forwards (EUR)
2,821
1
11
Foreign exchange swaps (EUR)
169
-
-
1
11
31 December 2024
Notional amount
Fair value
Fair value
Purchase
Assets
Liabilities
Foreign exchange forwards (EUR)
3,794
6
-
Foreign exchange swaps (EUR)
225
1
3
7
3
At 31 December 2025 and 31 December 2024, the Bank had pledged term deposits to secure forward foreign exchange
purchase contracts worth EUR 230 thousand.
The Bank uses foreign currency forward contracts and foreign currency swap contracts as hedging instruments without
applying hedge accounting, as provided for in the Bank’s internal legal acts.
The Bank
2025
2024
Realized result from swaps
(14)
41
Realized result from foreign exchange forwards
66
(81)
Unrealized result from swaps
-
1
Unrealized result from foreign exchange forwards
(11)
3
Net gain (loss) from operations with derivative financial instruments
41
(36)
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
59
Note 13 Due to customers
Amounts due to customers comprise of:
The Bank
31
December
2025
31
December
2024
Term deposits
465,933
364,153
Current accounts
172,618
166,518
Amounts payable, not yet assigned to customers
2,730
13,226
Loans from funds
13,472
13,388
Total
654,753
557,285
Out of which held as security deposits against guarantees and loans
59,312
21,426
As of December 31, 2025, the Bank's liabilities to its ten largest clients amounted to EUR 38,343 thousand, or 5.9 % of the
Bank's total liabilities to depositors (2024 – EUR 33,670 thousand or 6.06%).
Amounts due to customers include accounts with the following types of customers:
The Bank
31 December 2025
31 December 2024
Current
accounts
Term deposits
Current
accounts
Term deposits
Deposits
Government departments and state-owned
enterprises
3,659
509
3,210
299
Other financial institutions
1,467
405
810
613
Non-financial institutions
105,314
46,467
115,550
25,871
Households
64,908
418,552
60,174
337,370
Total deposits
175,348
465,933
179,744
364,153
31 December 2025
31 December 2024
Loans
Short-term
Long-term
Short-term
Long-term
Lending funds
UAB „ILTE“
-
13,472
-
13,388
-
13,472
-
13,388
Total amounts due to customers
175,348
479,405
179,744
377,541
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
60
Note 14 Debt securities issued
Bonds issued
In July 2018, the Bank issued subordinated debt securities.
As at 31 December 2024, the net value of the issued debt securities amounted to EUR 2,269 thousand. Since 1 August
2018, UAB Urbo Bank's bonds (ISIN code LT0000432114) have been admitted to trading on the Nasdaq stock exchange
(ticker: OPMB070025A).
The size of the Bank’s first bond issue was EUR 2,210 thousand. The nominal value of one bond was EUR 1,000. The
annual interest rate was 7%, with interest paid twice a year. The bond redemption date was 24 July 2025. The redemption
was executed, and full settlement with investors was completed.
In October 2025, the Bank issued a subordinated debt securities emission. As at 31 December 2025, the net value of the
issued debt securities amounted to EUR 6,850 thousand. Since 24 November 2025, UAB Urbo Bank's bonds (ISIN code
LT0000135659) have been included in the Baltic Market Debt Securities List on the Nasdaq exchange (ticker:
URBO070035A).
The size of debt securities, issued by UAB Urbo bankas is EUR 6,858 thousand. The nominal value of one bond was EUR
1,000. The annual interest rate is 7%, with interest paid four times a year. Maturity date is 21 October 2035.
Note 15 Other liabilities
Other liabilities consist of:
The Bank
31 December
2025
31 December
2024
Accrued payments to employees
2,909
2,716
Property lease liabilities
6,259
6,668
Accrued expenses
238
225
Liabilities to the Tax Inspectorate
14
-
Sales VAT
46
84
Deferred income
152
141
Debt to suppliers
206
323
Funds for credit project analysis
180
127
OMX Baltic Benchmark Fund
156
-
Other
128
143
Total
10,288
10,427
The Bank
31 December
2025
31 December
2024
Short-term (up to 1 year)
1,288
1,224
Long-term (over 1 years)
4,971
5,444
Iš viso:
6,259
6,668
The interest expenses for the right of use (ROU) agreements, which were in effect on 31 December 2025, until the end of
their term will amount to EUR 455 thousand (On 31 December 2024 EUR 541 thousand).
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
61
Note 16 Shareholders’ equity
At the Annual General Meeting of Shareholders of UAB Urbo Bank held in 2025, a decision was made to increase the
Bank’s share capital by EUR 7,496,951 from the reserve capital (reserve fund) by issuing 14,993,902 ordinary registered
shares with a nominal value of EUR 0.50 each. The issued shares were to be allocated free of charge to shareholders in
proportion to the total nominal value of the shares they held at the end of the date of this 2025 Annual General Meeting of
Shareholders of UAB Urbo Bank.
As at 30 June 2025, the Bank’s share capital consisted of 101,977,517 ordinary shares, each with a nominal value of EUR
0.50 (as at 31 December 2024 – 86,983,615 ordinary shares, each with a nominal value of EUR 0.50).
At 31 December 2025 and 31 December 2023, all shares were fully paid up.
Each share carries the same right to vote, to receive dividends and to participate in the distribution of residual assets in
the event of liquidation.
The other reserves of the Group and the Bank are comprised of:
The Bank
31 December
2025
31 December
2024
Special reserve to cover possible losses
2,528
2,528
Mandatory reserve
3,114
2,711
Reserve capital
-
7,497
Total other reserves
5,642
12,736
Description of the reserves and the purpose of their use
Special reserve for possible losses
The Bank’s special reserve is built up by contributions from shareholders and can be used to cover losses incurred by a
shareholders’ resolution.
Legal reserve
Legal reserve is mandatory according to the legislation of the Republic of Lithuania. At least 5 percent of net profits must
be transferred to it each year until the reserve reaches 10 percent of the share capital. This legal reserve can be used to
cover the Bank’s operating losses and to increase share capital.
Reserve capital
The Bank’s reserve capital is drawn from the Bank’s profits by a shareholders’ resolution and its purpose is to guarantee
the Bank’s financial stability. Shareholders may decide to use the reserve capital to cover losses incurred or to increase
the share capital.
Dividends
On 21 March 2025, the General Meeting of Shareholders adopted a decision to pay dividends. A total amount of EUR
1,700,000 was allocated for dividends. The dividend payout accounts for approximately 21.09% of the net profit earned
from the annual financial activities. The dividend attributable to one ordinary registered share with a nominal value of EUR
0.50 is EUR 0.0195 (3.90% of the nominal value).
The full amount of dividends has been paid out.
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
62
Note 17 Contractual commitments and contingencies
Contractual obligations and contingencies include:
The Bank
31 December
2025
31 December
2024
Credit related commitments and guarantees
Credit related commitments
42,530
38,021
Guarantees
3,668
2,491
46,198
40,512
Less: Provisions for credit liabilities and guarantees
(235)
(191)
45,963
40,321
Less: cash held as security against letters of credit and guarantees
(10,220)
(7,169)
Total credit related commitments and guarantees
35,743
33,152
Insurance
The Bank is part of the mandatory deposit insurance scheme. The scheme operates in accordance with Lithuanian law
and is managed by the State Enterprise Deposit and Investment Insurance. The insurance covers the Bank’s liabilities in
the event of insolvency in respect of deposits from individuals and companies up to EUR 100,000 each.
In the Bank’s opinion, as at 31 December 2025, there were no material legal disputes, inspections by supervisory
authorities pending or known to be pending that could have a material effect on the information presented in the financial
statements.
Note 18 Net interest income
The Bank
31
December
2025
31
December
2024
On loans granted to customers
31,796
26,920
On finance lease
1,472
2,034
On debt securities
2,419
1,902
On balances with central banks
2,463
4,423
On balances with banks and other credit institutions
273
517
Interest income
38,423
35,796
On liabilities to depositors, including letters of credit
(13,280)
(11,889)
Deposit and portfolio guarantee insurance
(928)
(611)
On debt securities issued
(191)
(172)
On liabilities to banks and other credit institutions
(12)
(10)
Lease right
(158)
(163)
Interest expenses
(14,569)
(12,845)
Total
23,854
22,951
In 2025, the Bank received EUR 83 thousand of late interest income (in 2024 - EUR 97 thousand). The majority of this late
interest income is related to the repayment of non-performing loans. The Bank recognizes late interest as income only
when the interest is received.
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
63
Note 19 Net service fee and commission income
Net fee and commission income comprise of:
The Bank
31 December
2025
31 December
2024
Payment services
1,337
1,628
Commission income from currency exchange
73
86
Administration of bank accounts
766
751
Collection of payments
46
334
Brokerage income
28
52
Cash operations
711
729
Other
353
334
Service fee and commission income
3,314
3,914
Cash operations
(130)
(159)
Money transfer operations
(108)
(89)
Other
(209)
(128)
Service fee and commission expense
(447)
(376)
Total
2,867
3,538
Note 20 Net foreign exchange gain
The Bank
31 December
2025
31 December
2024
Gain on dealing in foreign currencies
1,990
2,497
Unrealized gains (losses) due to exchange rate fluctuation
(103)
(36)
Total
1,887
2,461
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
64
Note 21 Operating expenses
Operating costs include:
Salaries and benefits:
The Bank
31 December
2025
31 December
2024
Salaries and bonuses
(12,351)
(11,529)
Social security costs
(213)
(199)
Total
12,564
(11,728)
Other operating expenses:
The Bank
31 December
2025
31 December
2024
Maintenance cost of premises costs
(520)
(542)
Communication and stationery
(372)
(389)
Car maintenance cost
(193)
(225)
Information technology cost
(1,867)
(1,712)
Marketing cost
(927)
(1,254)
Taxes
(938)
(931)
Outsourcing services
(478)
(578)
Accounting services
(168)
(111)
Insurance cost (operational and cash)
(234)
(251)
Team building event expenses
(76)
(136)
Penalty imposed by the Bank of Lithuania
(290)
-
Payment cards administration costs
(159)
-
Other costs
(403)
(479)
Total
(6,625)
(6,608)
In 2024 the Bank of Lithuania (BL) conducted a targeted scheduled inspection to assess the Bank’s compliance with anti-
money laundering and counter-terrorist financing (AML/CTF) prevention requirements. The inspection revealed violations
and deficiencies.
The Bank acknowledged the identified violations, submitted a plan for elimination of operational deficiencies, and
committed to eliminate all violations of legal acts and operational deficiencies identified during the inspection. Also, the
Bank has submitted to the Bank of Lithuania a proposal to conclude an administrative agreement.
In view of this, in April 2025 the BL and the Bank entered into an administrative agreement and imposed the following
measures:
• A warning was issued for deficiencies in internal control procedures related to the roles and responsibilities of
the Bank’s departments, conflict of interest management, and informing management about relevant AML/CTF
risks;
• A fine of EUR 290,000 was imposed for violations and deficiencies related to determining the purpose and
intended nature of business relationships with clients, the nature of clients’ activities, enhanced due diligence,
and procedures and measures for monitoring business relationships and transactions.
It is emphasized that the Bank of Lithuania has not identified any cases indicating that the deficiencies detected during its
inspection had an impact on the Bank’s clients or that the Bank had been used for AML/CFT purposes.
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
65
Note 22 Income tax
Corporate income tax calculations are shown below:
The Bank
31 December
2025
31 December
2024
Current income tax expenses
(1,176)
(1,935)
Change in deferred income tax
9
74
Total income tax income (expenses)
(1,167)
(1,861)
Components of deferred income tax
Deferred income tax assets:
Tax loss carried forward
-
-
Accruals
301
300
Collective impairment for loans
-
-
Deferred income tax assets
301
300
Less: not recognized part of deferred tax asset
-
-
Deferred income tax assets
301
300
Deferred income tax liabilities:
Revaluation of property and equipment
-
-
Other
(117)
(125)
Deferred income tax liabilities
(117)
(125)
Deferred income tax, net
184
175
Deferred tax income (expense) recognized:
In the statement of OCI
-
-
In the income statement
(9)
(74)
A deferred corporate income tax asset is recognised as tax loss carried forward when it is probable that the related tax
benefit will be realised in the future.
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
66
Reconciliation of the effective tax rate
The corporate income tax expense calculated for the current year’s result can be reconciled with the corporate income tax
expense calculated using the statutory corporate income tax rate for the pre-tax profit as shown in the table below:
The Bank
31 December 2025
31 December 2024
Percent
Percent
Profit before tax
6,692
9,242
Profit tax calculated at 16 percent tax rate
(16)
(1,071)
(15)
(1,386)
Non-taxable income
4
298
3
286
Non-deductible expenses
(8)
(440)
(4)
(382)
Utilization of tax losses of the subsidiaries
-
-
-
(36)
Additional income tax with 5 percent rate
(4)
(267)
(4)
(414)
Other adjustments
1
89
-
-
Adjustment of previous period
3
215
-
(3)
Total income tax (income) expenses
(20)
(1,176)
(20)
(1,935)
The 2025 corporate income tax has been adjusted after the tax relief has been applied for investment projects for 2022–
2024.
Movement in deferred tax balances
Balance at 31 December 2025
Net balance
at 1 January
Recognized
in profit or
loss
Recognized
in OCI
Net
Deferred tax
assets
Deferred tax
liabilities
Property and equipment
-
-
-
-
-
-
Available-for-sale securities
-
-
-
-
-
-
Tax loss carry-forwards
-
-
-
-
-
-
Other tax assets
300
1
-
301
301
-
Other tax liabilities
(125)
8
-
(117)
-
(117)
Total
175
9
-
184
301
(117)
Balance at 31 December 2024
Net balance
at 1 January
Recognized
in profit or
loss
Recognized
in OCI
Net
Deferred tax
assets
Deferred tax
liabilities
Property and equipment
(130)
130
-
-
-
-
Available-for-sale securities
-
-
-
-
-
-
Tax loss carry-forwards
-
-
-
-
-
-
Other tax assets
238
62
-
300
300
-
Other tax liabilities
(7)
(118)
-
(125)
-
(125)
Total
101
74
-
175
300
(125)
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
67
Note 23 Cash and cash equivalents
Cash and cash equivalents in the cash flow statement consist of:
The Bank
31 December
2025
31 December
2024
Cash
14,686
16,450
Current account with Central bank*
62,009
108,406
Current accounts with other credit institutions
9,137
9,118
Term deposits with credit institutions up to 90 days
230
6,640
Cash and cash equivalents
86,062
140,614
* Cash balances with the Central bank are shown net of the amount of the reserve requirement, which amounted to EUR
6,002 thousand at 31 December 2025 (31 December 2024: EUR 4,381 thousand).
Note 24 Fair values of financial instruments
Fair value is defined as the amount for which an instrument could be exchanged in a current transaction between willing
parties under current market conditions, excluding forced sale, involuntary liquidation or speculative sale transactions. As
trading in the majority of the financial assets and liabilities held by the Bank is not well-developed, fair value measurements
require the use of assumptions based on current economic conditions and the risks inherent in the specific instrument.
The carrying amounts of financial assets and financial liabilities with short maturities (less than three months) are
considered to approximate their fair values. This assumption also applies to floating rate financial instruments as the Bank
havs not identified any significant change in credit spreads.
The fair value of fixed rate assets and liabilities carried at amortised cost is estimated by comparing market interest rates
with the interest rates offered for similar financial instruments at the time of initial recognition. The estimated fair value of
fixed rate loans and deposits is based on discounted cash flows using interest rates prevailing in the market for debt with
similar credit risk and maturity.
The following methods and assumptions were used to determine the fair value of these financial instruments:
Cash. This is cash on hand and in custody, with a carrying amount equal to its fair value.
Cash balances with the central bank. The fair value of cash balances with the Bank of Lithuania is equal to the carrying
amount.
Financial assets at fair value through profit or loss and available-for-sale financial assets. The carrying amount of
these investments is equal to their fair value.
Debt securities. Their fair value was estimated based on the market price.
Cash balances and debts to credit institutions. The carrying amount of an asset with a maturity of less than 3 months
approximates fair value because of the relatively short maturity of this financial instrument. For deposits with longer
maturities, the prevailing interest rates reflect market rates (due to re-fixing of interest on assets based on market interest
rates) and therefore the fair value approximates the carrying amount.
Loans to customers. The valuation was carried out by discounting the future cash flows for each loan over its life using
12-month average interest rates on the market at year-end.
Liabilities to customers. The carrying amount of balances with a maturity of less than 3 months approximates fair value
because of the relatively short maturity of this financial instrument. The fair value of deposits and other liabilities with longer-
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
68
term fixed interest rates was calculated by discounting the cash flows using interest rates applicable to new debt with
similar maturities and credit quality.
Debt securities issued and subordinated loans. Fair value is calculated by discounting the estimated future cash flows
using current market interest rates.
The table below shows the carrying amounts and fair values of financial instruments that are not carried at fair value in the
financial statements. This table does not include the fair values of non-financial assets and non-financial liabilities.
The Bank
31 December 2025
31 December 2024
Carrying
value
Fair value
Carrying
value
Fair value
Financial assets
Cash and due from central bank
82,697
82,697
129,237
129,237
Placements with banks and other credit institutions
9,968
9,968
16,407
16,407
Debt securities
91,604
91,765
61,639
62,055
Loans and receivables
545,159
564,703
414,549
424,713
Total financial assets
729,428
749,133
621,832
632,412
Financial liabilities
Due to customers, including letters of credit
654,753
657,652
557,285
560,529
Debt securities issued
6,850
6,398
2,269
2,326
Other liabilities
10,288
10,288
10,427
10,427
Total financial liabilities
671,891
674,338
569,981
573,282
Financial instruments measured at fair value are presented in these financial statements at three fair value levels:
• Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities;
• Level 2: fair value estimated using valuation techniques, where all variables that have a significant effect on the
recorded fair value are either directly or indirectly observable in the market;
• Level 3: fair value estimated using valuation techniques for which the variables that have a significant effect on
the recorded fair value are not based on observable market data.
The fair value of all derivatives held by the Bank is classified as Level 2. The largest part of these are forward foreign
exchange contracts and currency swaps, which are revalued using the discounted cash flow or present value method. In
all cases, the valuation is based on variables available on the market. Debt securities are priced according to market
quotations and, where there is no active market for a particular security, the price is based on the prices of similar securities
on the market.
A breakdown of financial instruments carried at fair value by fair value levels:
The Bank
31 December 2025
Level 1
Level 2
Level 3
Total
Financial assets
Derivative financial instruments
-
1
-
1
Financial liabilities
Derivative financial instruments
-
11
-
11
The Bank
31 December 2024
Level 1
Level 2
Level 3
Total
Financial assets
Derivative financial instruments
-
7
-
7
Financial liabilities
Derivative financial instruments
-
3
-
3
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
69
Financial instruments not carried at fair value
The table below shows the financial instruments that are not measured at fair value and their analysis by level of the fair
value hierarchy.
The Bank
As of 31 December 2025
Level 1
Level 2
Level 3
Total carrying
amount
Assets
Cash and due from banks
92,665
-
-
92,665
Debt securities
91,604
-
-
91,604
Loans to customers
-
-
526,082
526,082
Receivables from leasing
-
-
19,077
19,077
Other assets
-
-
-
-
Total financial assets
184,269
-
545,159
729,428
Liabilities
Due to banks and other credit institutions
-
-
-
Due to customers
-
654,753
-
654,753
Debt securities issued
-
6,850
-
6,850
Subordinated loan
-
-
-
Other liabilities
-
10,288
10,288
Total financial liabilities
-
661,603
10,288
671,891
The Bank
As of 31 December 2024
Level 1
Level 2
Level 3
Total carrying
amount
Assets
Cash and due from banks
145,644
-
-
145,644
Debt securities
61,639
-
-
61,639
Loans to customers
-
-
393,747
393,747
Receivables from leasing
-
-
20,802
20,802
Other assets
-
-
-
-
Total financial assets
207,283
-
414,549
621,832
Liabilities
Due to banks and other credit institutions
-
-
-
Due to customers
-
557,285
-
557,285
Debt securities issued
-
2,269
-
2,269
Subordinated loan
-
-
-
Other liabilities
-
10,427
10,427
Total financial liabilities
-
559,554
10,427
569,981
The fair value of the securities is based on market prices, i.e., the fair value measurement method used corresponds to
Level 1 of the fair value hierarchy.
The table below presents the measurement methods used by the Bank and the Group to measure Level 1, 2 and Level 3
fair values (where fair value differs from carrying amount) and significant unobservable variables:
Type
Measurement method
Significant unobservable
variables
Investments carried at amortised cost
Discounted cash flows
Discount rates
Loans and receivables, loans to banks, loans
to financial institutions, hire purchase
receivables
Discounted cash flows
Discount rates, probability of
bankruptcy, expected useful life
Liabilities to customers
Discounted cash flows
Discount rates
Debt securities issued
Discounted cash flows
Discount rates
Subordinated loans
Discounted cash flows
Discount rates
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
70
Note 25 Related party transactions
The balances of loans, term deposits and bonds issued as at the end of 2025 and 2024 and the related expenditure and
income during the year are shown below:
The Bank, 2025
Shareholders
Subsidiaries
Key
management
personnel
Other*
Loans outstanding as of 31 December 2025, net
-
-
-
1,641
Interest rate, in percent
-
-
-
5,77-6,77
Impairment of loans
-
-
-
(6)
Term deposits as of 31 December 2025
-
-
496
848
Interest rate, in percent
-
-
2,2-3,7
2,0–2,99
Demand accounts as of 31 December 2025
123
-
192
1,510
Bonds issued as of 31 December 2025
-
-
-
-
Interest rate, in percent
-
-
-
-
Dividends paid
(1,700)
For the twelve month period ending 31 Deceember
2025
-
-
-
-
Interest income on loans
-
-
-
110
Interest expense on deposits
-
(17)
(15)
(32)
Interest expense on bonds
(4)
-
-
-
Dividend income
-
-
-
-
Service fee and commission revenue
-
-
1
11
Service fee and commission expenses
-
-
-
-
Other operating revenue
-
-
-
-
Other operating expenses
-
-
-
(24)
(continued on the next page)
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
71
The Bank, 2024
Shareholders
Subsidiaries
Key
management
personnel
Other*
Loans outstanding as of 31 December 2024, net
-
-
-
1,798
Interest rate, in percent
-
-
-
7,29-8,38
Impairment of loans
-
-
-
(7)
Term deposits as of 31 December 2024
-
1,843
367
1,850
Interest rate, in percent
-
3,5-3,8
2,5-4,3
3,0–3,8
Demand accounts as of 31 December 2024
352
201
162
1,999
Bonds issued as of 31 December 2024
100
-
-
-
Interest rate, in percent
7
-
-
-
Dividends paid
(503)
-
-
-
For the twelve month period ending 31 December
2024
Interest income on loans
-
1,225
-
143
Interest expense on deposits
-
(43)
(9)
(59)
Interest expense on bonds
(7)
-
-
-
Dividend income
-
452
-
-
Service fee and commission revenue
-
10
-
11
Service fee and commission expenses
-
-
-
-
* Other related parties are companies controlled by members of the Bank’s management or by the Bank’s shareholders
and other related parties.
Benefits (before applicable taxes) for key management personnel were:
2025
2024
Salaries and other short-term benefits
1,090
881
Social security costs
19
15
Total key management personnel compensation
1,109
896
The main executive personnel consists of the members of the bank's board, the head of administration, and the deputy
head of administration.
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
72
Note 26 Segment information
The key indicators of the Bank’s business segments included in the profit and loss account and the statement of financial
position as at 31 December 2025 are summarized below.
31 December 2025
Traditional
banking
operations and
lending
Treasury
Total
Internal
-
-
-
External
33,321
5,102
38,423
Interest income
33,321
5,102
38,423
Internal
-
-
-
External
(14,461)
(108)
(14,569)
Interest expenses
(14,461)
(108)
(14,569)
Internal
-
-
-
External
18,860
4,994
23,854
Net interest income
18,860
4,994
23,854
Internal
-
-
-
External
2,867
-
2,867
Net fee and commission income
2,867
-
2,867
Internal
-
-
-
External
21,727
4,994
26,721
Net interest, fee and commissions income
21,727
4,994
26,721
Internal
-
-
-
External
(18,905)
(284)
(19,189)
Operating expenses
(18,905)
(284)
(19,189)
Amortization charges
(173)
-
(173)
Depreciation charges
(2,026)
-
(2,026)
Internal
-
-
-
External
(967)
-
(967)
Impairment expenses
(967)
-
(967)
Internal
-
-
-
External
2,031
295
2,326
Net other income
2,031
295
2,326
Profit (loss) before tax
1,687
5,005
6,692
Income tax
(294)
(873)
(1,167)
Profit (loss) per segment after tax
1,393
4,132
5,525
Non-controlling interest
-
-
-
Profit (loss) for the year attributable to the owners of the Bank
1,393
4,132
5,525
Total segment assets
570,670
169,583
740,253
Total segment liabilities
663,551
8,586
672,137
Net segment assets (shareholders equity)
(92,881)
160,997
68,116
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
73
The key indicators of the Bank’s business segments included in the profit and loss account and the statement of financial
position as at 31 December 2024 are summarized below.
31 December 2024
Traditional
banking
operations and
lending
Treasury
Total
Internal
-
-
-
External
29,017
6,779
35,796
Interest income
29,017
6,779
35,796
Internal
-
-
-
External
(12,664)
(181)
(12,845)
Interest expenses
(12,664)
(181)
(12,845)
Internal
-
-
-
External
16,353
6,598
22,951
Net interest income
16,353
6,598
22,951
Internal
-
-
-
External
3,538
-
3,538
Net fee and commission income
3,538
-
3,538
Internal
-
-
-
External
19,891
6,598
26,489
Net interest, fee and commissions income
19,891
6,598
26,489
Internal
-
-
-
External
(18,052)
(284)
(18,336)
Operating expenses
(18,052)
(284)
(18,336)
Amortization charges
(348)
-
(348)
Depreciation charges
(1,813)
-
(1,813)
Internal
-
-
-
External
(624)
-
(624)
Impairment expenses
(624)
-
(624)
Internal
-
-
-
External
3,218
656
3,874
Net other income
3,218
656
3,874
Profit (loss) before tax
2,272
6,970
9,242
Income tax
(457)
(1,404)
(1,861)
Profit (loss) per segment after tax
1,815
5,566
7,381
Non-controlling interest
-
-
-
Profit (loss) for the year attributable to the owners of the Bank
1,815
5,566
7,381
Total segment assets
443,952
190,834
634,786
Total segment liabilities
566,938
3,557
570,495
Net segment assets (shareholders equity)
(122,986)
187,277
64,291
As of 31 December 2025 and 31 December 2024, income tax expenses are allocated proportionally to the traditional
banking and lending and treasury segments.
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
74
Note 27 Risk management
Risk management structure
Risk is inherent in the activities of the Bank and is managed through continuous identification, assessment and control
processes, subject to risk limits and other controls. The risk management process is important for the continued profitability
of the Bank. Every employee of the Bank participates in the risk management process to the extent that it is relevant to
his/her job functions and responsibilities. The Bank’s structural units are responsible, within the limits of their competence,
for developing risk assessment standards and implementing approved policies, preparing internal rules and procedures
governing their activities, developing risk management and internal control procedures, monitoring, implementing
prudential measures and requiring or implementing emergency actions. An important part of risk management is the
development of a risk culture, which encourages employees to act responsibly, to disclose information and take
responsibility, and to make decisions based on an understanding and assessment of risk.
Based on the three lines model, the Bank’s operational risk management strategy is based on the following axes: risks can
be avoided, assumed, mitigated or transferred.
Key risk management principles are embedded in internal regulations describing processes/products, through the setting
of internal limits, selecting of risk mitigation measures, monitoring, control and reporting. Risk appetite is combined with
the capacity to take and absorb risk. This capacity is driven by the operating profits generated by the Bank and by a growing
domestic capital buffer in line with business volumes.
The Bank’s organisational structure is divided into two (2) parts from a risk management perspective:
− the first, which includes the Bank’s Supervisory Board, the Bank’s Board, the Bank’s Head of Administration, the
Loan Committee, the Risk Management Committee and the Boards of the Bank’s subsidiaries, establishes the
strategy, policies and a risk management framework, and an effective system of management information;
− the second, which includes the Bank’s head office units and customer service units, implements the risk
management framework, monitors, provides expertise, support and assistance, and contributes to the creation
and maintenance of a risk culture.
Periodic risk monitoring and control is carried out based on the limits set by the Bank, reflecting the Bank’s business
strategy, the market environment and the level of risk acceptable to the Bank.
Business-wide information is periodically reviewed and processed to identify and communicate risks in advance. The
procedures of the management information system ensure that this information is effectively communicated.
Credit risk
Credit risk is the risk that the Bank will incur losses as a result of the failure by their customers or other parties to meet
their contractual obligations. The Bank manages and controls credit risk by setting acceptable risk limits for individual
borrowers and sectors of the economy, and by monitoring the potential for breaches of these limits. The Bank has credit
quality review procedures in place to identify changes in the creditworthiness of counterparties in advance, including regular
review of collateral. The credit quality review process allows the Bank to assess the potential losses that may occur and
take appropriate action. The Bank issues guarantees to customers that require the Bank to make payments on their behalf.
They expose the Bank to similar risks as loans and these risks are mitigated using the same control processes and policies.
The Bank has two types of credit risk management measures:
− measures to prevent the financing of unsecured risky loans, including a multi-tier decision-making system, the
allocation of risk management between structural levels – the introduction of mandates/limits, and the assessment
of the suitability of collateral. Before granting a loan, the Bank first analyses the borrower’s financial capacity and
loan repayment capacity based on the borrower’s cash flow. The purpose of loan analysis is to assess as far as
possible the status of the client and the prospects for the area in which the client operates.
− measures to ensure an effective asset quality monitoring system, including continuous monitoring of credit
transactions and contract administration, timely receipt of credit-related information and data quality assurance,
and assessment of changes in the external environment.
The Bank continuously collects and analyses information related to changes in the external environment, growth of the
loan portfolio, risk-related costs, the largest exposures of borrowers, the distribution of loans by economic activity, overdue
maturities, changes in ratings and risk levels.
Where the expected cash flow from non-performing loans is expected to come from the sale of collateral, the value of the
collateral held is an important estimate in calculating loan impairment losses and receivables.
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
75
Maximum credit risk excluding collateral or other credit protection
The table below shows the maximum credit risk. The maximum risk is disclosed on a net basis before the impact of
collateral agreements.
The Bank
31 December 2025
31 December 2024
Statement of financial position items, other than trading and
investment activities
Balances with the Bank of Lithuania
68,011
112,787
Due from banks
9,968
16,407
Loans to customers
526,082
393,747
Receivables from leasing
19,077
20,802
623,138
543,743
Off balance sheet items
Guarantees
3,593
2,482
Loan commitments
42,370
37,839
Total balance and off-balance sheet items, other than trading and
investment activities
669,101
584,064
Trading and investment activities
Financial assets at fair value through profit or loss
Derivative financial instruments
1
7
Financial assets accounted at amortized cost
Debt securities
91,604
61,639
Total trading and investment activities
91,605
61,646
Total credit exposure
760,706
645,710
The amounts shown in the table for credit commitments are to be understood as pre-commitments. The guarantee amounts
represent the maximum possible accounting loss at the reporting date in the event of a default by the other party to the
contract.
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
76
Restricted assets (pledged or otherwise restricted use):
The Bank
31 December
2025
31 December
2024
Due from banks
832
879
Debt securities
-
-
Loans issued
16,899
14,505
Total
17,731
15,384
Tables below present the breakdown investment activities by type and grade:
The Bank
31 December
2025
31 December
2024
Government bonds
91,604
61,639
Derivatives
1
7
Total
91,605
61,646
Bonds exposure by rating grade
The Bank
31 December
2025
31 December
2024
High grade (AAA-A)
87,203
56,581
Standard grade (B-BBB+)
4,401
5,058
Total
91,604
61,639
The debt securities held are purchased for investment purposes and are carried at amortised cost. The Bank did not has
any overdue or impaired amounts in their investing activities.
The Bank has assigned to the high rating class debt securities whose issuers have a combined credit default rating of
'AAA' to 'A' as rated by a recognized international rating agency (Moody’s, Standard & Poor’s or Fitch Ratings), and to the
standard rating class bonds whose issuers have a rating of 'BBB-'.
Bonds exposure by geography
The Bank
31 December
2025
31 December
2024
Lithuania
78,502
51,714
Poland
8,701
3,841
Romania
4,401
5,058
Croatia
-
1,026
Total
91,604
61,639
The Bank did not had any overdue or impaired amounts in their trading and investing activities.
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
77
Concentration risk
Concentration risk is the risk of a relatively large loss if the normal activities of the Bank are disrupted due to an excessive
concentration of asset or liability exposures. These risks arise from exposures to individual borrowers or depositors,
exposures to interconnected borrowers or depositors, concentrations of exposures in a single economic sector or
geographic region, exposures to borrowers engaged in similar activities, concentrations of investment exposures, or other
exposures that the Bank deems material. Concentration risk is managed on a proportionate basis, taking into account the
scale and nature of the business, the risks involved and the operations carried out.
As at 31 December 2025, the concentration of the Bank’s loan portfolio is reflected in the loans granted to the 10 largest
customers, the amounts of which amounted to EUR 85.822 thousand in the Bank, or 15.74%, of the total loan portfolio of
the Bank at net amount. (31 December 2024: EUR 68.226 thousand in the Bank, or 16.46%).
The Bank manages, limits and controls concentrations of credit risk – specifically, the risk of individual counterparties,
groups of related counterparties and economic sectors. The Bank of Lithuania’s maximum risk requirement per borrower
is 25%. The Bank’s maximum credit risk per customer or transaction at 31 December 2025 was EUR 13,238 thousand
(31 December 2024: EUR 10,676 thousand). Ratio to the Bank’s Tier 1 capital is 20.41% (17.98% at 31 December 2024).
Risk by geographical region
The risk of geographical concentration is not recognized in the Bank’s activities, as the principle of focusing on local
customers is applied.
The Bank
31 December
2025
31 December
2024
Lithuania
659,624
574,420
Austria
4,657
6,709
Germany
2,212
313
United Kingdom
1,279
1,205
Luxembourg
386
106
Belgium
358
448
Sweden
-
447
Malta
135
-
Netherland
154
12
United States of America
65
63
Ireland
52
74
France
49
55
Other
130
212
Total
669,101
584,064
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
78
Risk by economic sector
The Bank also impose sectoral limits, i.e., the potential concentration of certain sectors of the economy at Bank level is
limited by internal lending limits. Percentage and volume of the threshold limit lending to different sectors of the economy
to ensure that the Bank is not dependent on any one sector of the economy.
The breakdown of the credit risk of the Bank’s financial assets against collateral by economic sector, based on the
economic sector of the customer’s principal activity, is as follows:
The Bank
31 December
2025
31 December
2024
Manufacturing
69,378
50,463
Accommodation and food service activities
39,147
24,838
Wholesale and retail trade; repair of motor vehicles and motorcycles
57,319
45,630
Electricity, gas, steam and air conditioning supply
15,446
6,328
Real estate activities and Construction
103,974
92,157
Transportation and storage
27,034
19,806
Agriculture, forestry and fishing
72,196
56,523
Financial and insurance activities
78,276
129,597
Other activities
53,574
35,708
Loans without economic activity
152,757
123,014
Total
669,101
584,064
Pledges and collaterals to secure credits
The amount and type of collateral required depends on the other party’s credit risk assessment. Guidelines on the
acceptability of the type of pledge and the valuation parameters have also been adopted.
The primary criterion for assessing the repayment capacity of a loan is the cash flow generated by the borrower’s business,
but to mitigate credit risk losses the Bank requires collateral to be pledged as security, except for consumer loans to retail
customers. Eligible collateral is divided into immovable property, movable property, third-party guarantees, insurance and
financial assets.
According to the Bank’s Rules on the Valuation, Administration and Control of Collateral, different types of collateral are
revalued at different intervals: apartments and residential buildings must be revalued at least every 5 years, commercial
property (office, trading, hotels, etc.) at least every 4 years, land plots at least every 3 to 5 years, vehicles on a yearly
basis, other collaterals every year to 3 three years. In addition, in the event of significant price falls in the real estate market
or other significant changes in the economic environment, a review of the values of real estate collateral is required.
For the purpose of determining the present value of a loan in the event of insolvency, eligible collateral is measured at its
fair value, taking into account the costs of taking over and selling the collateral. When real estate is revalued, the Bank
also consider its liquidity and useful life.
For credit risk assessment, the value of pledged real estate (related to non-performing loan assets) is based on valuation
reports from licensed appraisers. The pledge value of new cars and equipment is based on the acquisition value based on
the acquisition document or on the market value determined in an appraisal report, while for used cars and equipment, it
is based on appraisal reports from licensed appraisers. The value of the guarantees is measured according to the terms
of the contract and the cash is measured according to the balance in the account at the date of the financial statements.
The value of credit insurance is based on management’s assessment based on documentation from insurance companies.
The value of other pledges (inventories of goods) reflects management’s assessment. The fair value of the remaining
collateral is determined using both internal and external values.
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
79
Credit quality by financial asset class
The credit quality of financial assets in the Bank is managed using an internal credit risk assessment system as described
below.
Credit risk assessment
− In assessing financial instruments, the Bank applies specific criteria and procedures for assessing debtors.
Financial instruments are classified into three stages of credit risk based on the change in credit risk since initial
recognition:
− Stage 1 includes performing financial instruments for which no significant increase in credit risk has been identified
since the initial recognition of the loan and the borrower is expected to be able to meet its contractual obligations.
− Stage 2 includes financial instruments for which a significant increase in credit risk is identified after the initial
recognition of the loan.
− Stage 3 includes all non-performing financial instruments with a recognized loss event and POCI (purchased or
originated credit-impaired) financial instruments.
Credit risk assessment of financial instruments other than trading activities and off -balance-sheet items:
The Bank
Not overdue
1 to 30 days
31 to 90
days
More than 90
days
Total
31 December 2025
Stage 1
Loans and receivables
477,684
4,628
-
-
482,312
Placements with BoL and other banks
77,979
-
-
-
77,979
Debt securities
91,604
-
-
-
91,604
Total
647,267
4,628
-
-
651,895
Stage 2
Loans and receivables
49,611
2,740
593
-
52,944
Placements with BoL and other banks
-
-
-
-
-
Debt securities
-
-
-
-
-
Total
49,611
2,740
593
-
52,944
Stage 3
Loans and receivables
8,441
180
266
1,016
9,903
Placements with BoLand other banks
-
-
-
-
-
Debt securities
-
-
-
-
-
Total
8,441
180
266
1,016
9,903
Total
705,319
7,548
859
1,016
714,742
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
80
The Bank
Not overdue
1 to 30 days
31 to 90
days
More than 90
days
Total
31 December 2024
Stage 1
Loans and receivables
364,622
3,246
-
-
367,868
Placements with BoL and other banks
129,194
-
-
-
129,194
Debt securities
61,639
-
-
-
61,639
Total
555,455
3,246
-
-
558,701
Stage 2
Loans and receivables
29,850
3,119
281
-
33,250
Placements with BoL and other banks
-
-
-
-
-
Debt securities
-
-
-
-
-
Total
29,850
3,119
281
-
33,250
Stage 3
Loans and receivables
7,017
4,457
1,131
826
13,431
Placements with BoLand other banks
-
-
-
-
-
Debt securities
-
-
-
-
-
Total
7,017
4,457
1,131
826
13,431
Total
592,322
10,822
1,412
826
605,382
Estimated impairment by risk level
31 December 2025
31 December 2024
The Bank
Collective
impairment
Individual
impairment
Credit
commitments
Guarantees
Total
Collective
impairment
Individual
impairment
Credit
commitments
Guarantees
Total
Stage 1
2,568
-
160
7
2,735
2,074
-
181
9
2,264
Loans and receivables
2,502
-
160
7
2,669
2,020
-
181
9
2,210
Placements with BoL and
other banks
10
-
-
-
10
16
-
-
-
16
Debt securities
56
-
-
-
56
38
-
-
-
38
Stage 2
1,248
-
-
68
1,316
736
-
1
-
737
Loans and receivables
1,248
-
-
68
1,316
736
-
1
-
737
Stage 3
-
1,865
-
-
1,865
-
2,427
-
-
2,427
Loans and receivables
-
1,864
-
-
1,864
-
2,427
-
-
2,427
Placements with BoL and
other banks
-
1
-
-
1
-
-
-
-
-
Total
3,816
1,865
160
75
5,916
2,810
2,427
182
9
5,428
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
81
Change in impairment
The Bank
31 December 2025
Collective
impairment
Individual
impairment
Credit
commitments
Guarantees
Total
Stage 1
492
-
(21)
(2)
469
Loans and receivables
480
-
(21)
(2)
457
Placements with BoL and other banks
(6)
-
-
-
(6)
Debt securities
18
-
-
-
18
Stage 2
512
-
(1)
68
579
Loans and receivables
512
-
(1)
68
579
Stage 3
-
(562)
-
-
(562)
Loans and receivables
-
(563)
-
-
(563)
Other financial assets
-
1
-
-
1
1,004
(562)
(22)
66
486
Write-offs
-
485
-
-
485
written off by selling portfolio
-
(4)
-
-
(4)
Total change of impairment
1,004
(81)
(22)
66
967
Change in impairment (continued)
The Bank
31 December 2024
Collective
impairment
Individual
impairment
Credit
commitments
Guarantees
Total
Stage 1
(494)
-
(20)
(1)
(515)
Loans and receivables
(499)
-
(20)
(1)
(520)
Placements with BoL and other banks
1
-
-
-
1
Debt securities
4
-
-
-
4
Stage 2
33
-
(6)
-
27
Loans and receivables
33
-
(6)
-
27
Stage 3
-
1,115
-
-
1,115
Loans and receivables
-
1,115
-
-
1,115
Other financial assets
-
-
-
-
-
(461)
1,115
(26)
(1)
627
Write-offs
-
-
-
-
-
written off by selling portfolio
-
(3)
-
-
(3)
Total change of impairment
-
-
-
-
624
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
82
A credit risk assessment of individual customers to determine their dependence on war-affected countries and the impact
on credit risk did not show any increase in credit risk. Enhanced monitoring is applied in 2025 in respect of customers on
the watch list.
Liquidity risk
Liquidity risk is the risk that sufficient funds will not be available to meet maturing obligations on deposits and other financial
instruments. To manage liquidity risk, the Group and the Bank monitor future expected cash flows from customers and
banking activities on a daily basis as part of the asset/liability management process. The Board sets limits on the minimum
amount of maturing funds to ensure that sufficient funds are available to pay out deposits, and sets a minimum level of
inter-bank and other debt obligations to be drawn upon in the event of an unexpected increase in repayment demands.
The majority of term deposits in the Bank’s and the Group’s deposit portfolios have a maturity of 6-12 months and, based
on historical data, the average monthly volatility of this portfolio is below 4 %. The Group’s and the Bank’s statistics over
several years show that the Group’s and the Bank’s activities have ensured a stable level of these funds, most of which
are renewable. This allows them to be invested in longer-term financial assets.
The Bank is also required to comply with the liquidity coverage ratio requirement under Regulation (EU) No. 575/2013 of
the European Parliament and of the Council. Liquidity coverage ratio (LCR) refers to the Bank’s highly liquid assets that
are held to meet short-term liabilities. The Bank must hold highly liquid assets such as treasury bonds or other liquid
financial instruments in an amount at least equal to the net cash outflows over a 30-day period, i.e., the liquidity coverage
ratio must not be less than 100%.
The liquidity coverage ratios of the Bank and the Group are as follows:
31 December 2025
31 December 2024
Liquid assets
168,448
186,861
Short-term (up to 30 days) obligations
75,504
58,024
LCR, %
223
322
The liquid assets of the Bank consist of cash, balances with the central bank (net of reserve requirements) and highly liquid
debt securities (at current market value).
As of 28 June 2021, the Bank and the Group are also required by Regulation (EU) No. 2019/876 of the European
Parliament and of the Council to maintain a net stable funding ratio (NSFR) of at least 100%. The net stable funding ratios
of the Bank are as follows:
31 December 2025
31 December 2024
Current stable funding
643,258
544,146
Required stable funding
459,262
359,110
NSFR, %
140
152
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
83
The table below presents an analysis of the carrying amounts of total assets and total liabilities grouped by the period from
the date of the statement of financial position to the contractual maturity:
The Bank
31 December 2025
On demand
Less than 1
month
1 to 3
months
3 months to
1 year
1 to 3 years
Over 3 years
Without
maturity
Total
Assets
29,829
69,923
10,446
84,548
195,679
337,618
12,210
740,253
Liabilities
175,577
41,408
69,633
324,824
36,112
24,305
278
672,137
Net gap
(145,748)
28,515
(59,187)
(240 276)
159,567
313,313
11,932
68,116
Credit commitments
-
42,370
-
-
-
-
-
42,370
31 December 2024
On demand
Less than 1
month
1 to 3
months
3 months to
1 year
1 to 3 years
Over 3 years
Without
maturity
Total
Assets
31,320
120,219
10,977
54,427
160,581
243,145
14,117
634,786
Liabilities
179,878
25,047
41,230
237,759
67,192
19,098
291
570,495
Net gap
(148,558)
95,172
(30 253)
(183,332)
93,389
224,047
13,826
64,291
Credit commitments
-
37,839
-
-
-
-
-
37,839
Overdue loans are disclosed under “Without maturity”.
Market risk
Market risk is the risk that the fair value or future cash flows of financial instruments will fluctuate as a result of changes in
market variables such as interest rates, exchange rates and the prices of equity instruments. Market risk is managed and
controlled through continuous market monitoring and analysis of forecast market developments.
Interest rate risk
Interest rate risk arises from the possibility of a change in interest rates that will affect future cash flows or the fair v alues
of financial instruments. The Board has set interest rate gap limits for specified periods. Exposures are monitored at a
frequency determined by the Bank. Interest rate risk is forecasted using market interest rates and managed by matching
the gap between assets and liabilities based on revaluation maturities. The Bank uses interest rate risk management
techniques that allow the sensitivity of the Bank to changes in interest rates to be determined by calculating the impact on
annual net interest income if the yield curve changes.
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
84
The tables below summarise the Bank’s interest rate risk at 31 December 2025 and 31 December 2024. The tables include
the Bank’s assets and liabilities at their carrying amounts, classified according to the earlier of the interest rate reset or
maturity date.
31 December 2025
The Bank
Less than
1 month
1 to 3
months
3 to 6
months
6 months
to 1 year
1 to 3
years
Over 3
years
Total
Assets:
Sensitive assets to interest rate
fluctuation
78,023
153,225
254,762
36,001
82,114
30,578
634,703
Non-sensitive assets to interest rate
fluctuation
105,550
Liabilities:
Sensitive liabilities to interest rate
fluctuation
35,753
71,427
118,004
198,386
38,331
24,365
486,266
Non-sensitive liabilities and equity to
interest rate fluctuation
253,987
Interest sensitivity gap
42,270
81,798
136,758
(162,385)
43,783
6,213
-
31 December 2024
The Bank
Less than
1 month
1 to 3
months
3 to 6
months
6 months
to 1 year
1 to 3
years
Over 3
years
Total
Assets:
Sensitive assets to interest rate
fluctuation
54,876
120,510
184,310
23,790
68,182
24,157
475,825
Non-sensitive assets to interest rate
fluctuation
158,961
Liabilities:
Sensitive liabilities to interest rate
fluctuation
19,479
42,736
54,465
176,138
67,377
19,616
379,811
Non-sensitive liabilities and equity to
interest rate fluctuation
254,975
Interest sensitivity gap
35,397
77,774
129,845
(152 348)
805
4,541
-
The table below provides summarized information on the impact that a sudden increase or decrease in interest rates by
one percentage point would have on the Bank's net interest income:
31 December 2025
31 December 2025
Interest rate shock
Impact on net interest income
+ 1 percentage point
1 536
1 418
- 1 percentage point
(1536)
(1 418)
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
85
Currency risk
Currency risk is managed by controlling the risk limits set for individual currency positions. The positions are monitored
daily. The Bank’s policy is to keep the open currency exposure as low as possible.
The Bank is exposed to the risk of fluctuations in prevailing foreign exchange rates affecting their financial position and
cash flows. The Board sets limits on currency position exposures, both for divisions, subsidiaries and overall. These limits
are also in line with the Bank of Lithuania’s minimum requirements. The Bank’s foreign exchange exposure is:
The Bank
31 December
2025
31 December
2024
Long positions
179
326
Short positions
(196)
(167)
Eligible capital
66 530
59,646
Overall net currency position, %
0.29
0.55
The pre-tax impact of changes in currency rates, calculated on linear basis, is presented below:
31 December
2025
31 December
2024
Increase in FX rates by 10 %
2
16
Decrease in FX rates by 10 %
(2)
(16)
Operational risk
Operational risk is the risk of loss due to inadequate or unimplemented internal control processes, staff errors and/or illegal
actions, failures in information systems, or the influence of external factors. Operational risk is managed by granting rights
and setting limits to staff, controlling transactions at all stages, using automated transaction controls, ensuring the security
and continuity of information systems, recording and analysing operational risk events, assessing operational risk losses,
and providing training to staff.
In 2025, the Bank improved the Bank’s operational event recording system, focused on business continuity management
and strengthening the Bank’s risk culture.
Information and communication technologies and security risks
Information and communication technology and security risk is the risk of loss due to a breach of data confidentiality, a
breach of the integrity of systems and data, the inadequacy or unavailability of systems and data, or the inability to replace
information technology in response to changes in the environment or in the needs of the business, within a reasonable
time and at a reasonable cost. Information and communication technology and security risks include security risks arising
from inadequate or failed internal processes or external events, including cyber-attacks or insufficient physical security.
In strengthening information and communication technology and security risk management in 2025, the Bank focused on
developing Information and communication technology risk management processes, technical risk management measures
and business continuity solutions. The Bank has improved tools and processes to further enhance system availability,
continuous monitoring of system operation and security status, identification of cyber security incidents and response to
security threats.
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
86
Compliance risk
Compliance risk is the risk that the Bank’s activities will not comply with the legislation of the European Union and the
Republic of Lithuania, the guidelines and positions of the European Banking Authority and/or the Bank of Lithuania
regulating its activities. The Bank manages compliance risk through continuous monitoring of changes in the legal
environment, clear policies and procedures, regular training for the Bank’s management and employees, and reporting to
management. The Bank continuously strengthens its compliance culture, promotes compliance with the Bank’s ethical and
professional standards, and ensures the functioning of the whistleblowing channel.
Money laundering, terrorist financing and fraud risks and international sanctions risks
Urbo Bankas UAB implements the policy of prevention of money laundering, terrorist financing and fraud risks and
implementation of international sanctions in accordance with the legislation of the Republic of Lithuania and the European
Union.
Key measures to prevent money laundering and terrorist financing are:
• regular and enhanced customer identification;
• implementing the Know Your Customer principle;
• customer profiling based on the level of money laundering and terrorist financing risk;
• regular and enhanced monitoring of customer business relationships;
• identifying, suspending and reporting suspicious monetary transactions to law enforcement authorities;
• keeping records of customers’ monetary operations and transactions in registers;
• training for the Bank’s employees and governing bodies;
• the Bank’s business-wide assessment of money laundering and terrorist financing risks, fraud risk and risk of
violating/evading international sanctions (including an assessment of the effectiveness of the measures);
• internal control over the application of measures to prevent money laundering and terrorist financing, fraud and
breach/evasion of international sanctions.
Special IT solutions are used for customer screening and business relationship monitoring.
The Bank is guided by strict ethical and moral standards and deals with customers whose identity, and that of their
beneficial owners, are properly established, the legitimacy of the source of funds and the origin of the assets raise no
doubts, and the purpose and nature of the business relationship are clear and acceptable.
Environmental, social and governance risks
Environmental, social and governance (ESG) risk is the risk of any adverse financial impact on the Bank arising from the
current or future impact of environmental, social or governance factors on the Bank, on customers or on invested assets.
The objective of ESG risk management is to integrate environmental, social and governance considerations into the Bank’s
business model processes, to comply with applicable laws and requirements in this area, to identify, monitor and control
the drivers of these risks and to assess the potential negative impact of the level of ESG risk assumed.
The Bank recognises that ESG risks may directly and/or indirectly affect other risks and incorporates them into an overall
risk management framework that covers all business lines and business units. ESG risks are incorporated into the Bank’s
risk management process; however, they do not constitute a separate category of risk but rather extend existing risk
categories (for example, credit risk and market risk).
In developing its risk management framework, the Bank places primary emphasis on environmental risk, which is assessed
with reference to environmental risk factors, namely physical risk factors and transition risk factors. Having regard to the
scale of its operations, the Bank also consistently addresses social and governance risks. The management of ESG risks
comprises the following stages:
• identification of ESG factors, taking into account the nature and scale of the Bank’s activities,
portfolios, services and products, and allocation of such factors to the relevant risk categories;
• classification of identified ESG factors within risk categories and their assessment, including the
collection (from customers and/or third parties), systematisation and analysis of quantitative and
qualitative information;
• assessment of the materiality of ESG risks. At this stage, the financial materiality of ESG risks to
the Bank’s business model is evaluated by assessing the potential adverse financial impact on
individual risk categories;
• establishment of key performance indicators (KPIs) related to ESG risk management;
• periodic analysis and monitoring of the identified indicators;
• periodic review of ESG factors and reassessment of the materiality of ESG risks.
The impact of ESG risks on the Bank’s operations is assessed through their adverse financial effect (amount of losses,
reduction in profit) on credit, market, liquidity and operational risks. When assessing the impact of ESG risks on its
operations, the Bank considers their potential effect over the short term (up to one year), the medium term (from one year
to ten years) and the long term (more than ten years). In implementing its planned actions, the Bank prioritises the short-
term and medium-term horizons.
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
87
The following procedures are being put in place to integrate ESG risk management with other risks, to identify how these
risks, once they become a reality, could affect the reputation and profitability of the Bank:
• identifying borrowers who may be directly or indirectly exposed to higher climate and environmental risks;
• determining the value of residential and commercial real estate collateral, taking into account its location and
energy efficiency;
• monitoring concentration by industry/borrower;
• assessing the impact of climate change and environmental factors on existing market risk exposures;
• assessing the impact of environmental risk factors on net cash flows or the reduction of the liquidity buffer;
• assessment of the impact of ESG risk factors on the Bank’s business continuity.
The Bank has established criteria for ESG risk-neutral credit transactions that relate to the direct financing of climate
change/GHG emission reduction measures. These include buying or building more energy-efficient buildings, using
renewable energy sources, and buying electric or hybrid cars.
As at 31 December 2025, the Bank’s portfolio of ESG risk-neutral loans amounted to EUR 81,155 thousand. During the
reporting period, the portfolio of ESG risk-neutral loans increased by more than 52%, compared with EUR 53,060 thousand
as at 31 December 2024.
As at 31 December 2025, ESG risk-neutral transactions accounted for 15% of the Bank’s loan portfolio. As at 31 December
2024, ESG risk-neutral transactions accounted for 13% of the Bank’s loan portfolio.
The Bank has voluntarily prepared a Sustainability Report for the financial year 2023 and 2024 (hereinafter, the “Report”)
in order to clarify its sustainability priorities and share sustainability information with its stakeholders. This Report has been
prepared in accordance with the requirements of the Corporate Sustainability Reporting Directive (CSRD) 2022/2464 and
the European Sustainability Reporting Standards (ESRS) and published on the Bank’s website.
.
Note 28 Capital
The capital adequacy assessment process of the Bank is based on the capital adequacy requirements defined by the
Capital Requirements Directive (CRD) and the Capital Requirements Regulation (CRR), which came into force on 1
January 2015. The CRD consists of three pillars, two of which are disclosed in these financial statements.
The first pillar covers the mathematical calculation procedures for determining capital requirements for credit, market and
operational risks. These rules are set out in Regulation (EU) No 575/2013 of the European Parliament and of the Council,
which requires banks to have a Tier 1 capital ratio of 4.5% and a total capital adequacy ratio of 8.0% of risk-weighted
assets. On 30 June 2015, a new Tier 1 capital requirement entered into force. According to these requirements, an
additional capital conservation buffer equal to 2.5% of the total amount of assessed risk must be accumulated. Risk-
weighted assets are calculated using a standardised approach with risk weights assigned to different groups according to
the nature of the assets and the risks involved, taking into account the collateral and guarantees used to mitigate the risks.
Off-balance sheet items are treated similarly. The operational risk capital requirement is calculated using the Basic Indicator
Approach. The additional minimum own funds requirement (Pillar 2) applicable to the Bank as of 31 October 2024 is 2.42%.
CRD IV and CRR requirements for the capital adequacy ratio at year-end, %
Capital components
2025
2024
2023
General capital adequacy ratio
8
8
8
General capital adequacy ratio plus Pillar II
10.42
10.42
9.7
General capital adequacy ratio plus Pillar II and Capital conservation
buffer
14.12
14.13
13.34
The second pillar sets out the supervisory processes and requires banks to conduct an internal capital adequacy
assessment process (ICAAP).
The Bank’s internal capital adequacy assessment process is reviewed at least once a year. It identifies risks that are
material to the Bank. Subtypes of risks are distinguished to detail the types of risk. All the Bank’s business units participate
in the self-assessment process. Based on the material risks identified, an additional capital adequacy requirement is set.
The additional capital requirement is determined through periodic stress tests and internal capital adequacy assessments.
The Bank’s self-assessment identified credit risk as the most material. Concentration risk is considered part of credit risk.
The Bank has a medium level of operational risk. In addition, the following risks that are material to the Bank have been
identified: information and communication technology and security risks, compliance risk, money laundering, terrorist
financing risks, fraud risk and international sanctions risk. Liquidity risk is managed centrally, but as the Bank does not
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
88
have a financial institution as a shareholder partner, the Bank’s exposure to liquidity risk is medium. Market risk includes
foreign exchange and interest rate risks. Other subtypes of risk are considered to be of low materiality. Internal regulations
are in place to manage the different risks and their sub-risks and help ensure the integrity of the risk management process.
The Bank’s exposure to risk is limited by a system of internal limits. In addition to setting limits, other risk management
tools include internal control mechanisms, monitoring of sources of risk and communication to the Bank’s management.
In addition to the assessment of various risks and the calculation of capital requirements, stress tests are carried out for
credit, liquidity, market (interest rate, exchange rate) and operational risks. This test assesses whether the Bank’s capital
would be sufficient to cover potential losses resulting from a deterioration in the Bank’s financial position. Stress tests are
carried out once a year.
The primary objective of the Bank’s capital management is to ensure that the Bank meet the capital requirements set by
external authorities and maintain a sufficient capital ratio to develop the business and enhance shareholder value.
On 30 June 2023, requirement for sectoral systemic risk buffer was introduced. The sectoral systemic risk buffer is set at
2% of the sum of risk-weighted retail exposures secured by residential real estate to natural persons resident in the
Republic of Lithuania. The 1% countercyclical capital buffer requirement for exposures in Lithuania came into force on 1
October 2023.
A leverage ratio requirement of 3.0% applies as of 28 June 2021. As at 31 December 2025, the Bank’s leverage ratio was
8.28%, exceeding the minimum requirement. As at 31 December 2024, the Bank’s leverage ratio was 8.80%.
With the permission of the Bank of Lithuania, part of the Bank’s audited financial profit for nine (9) months (EUR 3.359
million) was included in the Bank’s Common Equity Tier 1 capital as at 31 December 2025.
The capital adequacy ratio, in accordance with the requirements of the Bank of Lithuania, has been calculated as shown
in the table below (%):
The Bank
31 December
2025
31 December
2024
Capital adequacy ratio
19.41
17.77
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
89
Note 29 Quality of financial assets, profitability ratios and other information
The quality indicators for financial assets as at 31 December 2025 are presented in
the table below:
The Bank
Provisions
Provisions to
financial assets
ratio (%)
Loans to customers and receivables
5,513
1.04
Hire purchase receivables
101
0.53
Debt securities
56
0.06
Balances with banks
11
0.11
Total:
5,681
0.87
Financial asset quality indicators at 31 December 2024:
The Bank
Provisions
Provisions to
financial assets
ratio (%)
Loans to customers and receivables
5,080
1.27
Hire purchase receivables
103
0.49
Debt securities
38
0.06
Balances with banks
16
0.1
Total:
5,237
1.05
The Bank’s key profitability indicators are shown in the table below in %:
The Bank
31 December
2025
31 December
2024
Return on assets (ROA)
0.77
1.25
Return on equity (ROE)
8.38
12.1
URBO BANKAS UAB
Registration No. 112027077, Konstitucijos pr. 18B, LT-09308 Vilnius
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
(All amounts are in TEUR, unless specified otherwise)
90
Note 30 Events after the reporting date
There were no material post-reporting events in the Bank, that would require adjustment to these financial statements or
disclosure.
CONFIRMATION BY RESPONSIBLE PERSONS
We, Marius Arlauskas, Chairman of the Board and Head of Administration of Urbo Bankas UAB, and Lina Bertašienė,
Chief Financial Officer and Director of Accounting Department of Urbo Bankas UAB, hereby confirm that, to the best of our
knowledge and belief, the financial statements for 2025 have been prepared in accordance with the applicable International
Financial Reporting Standards (IFRSs) as adopted by the European Union (EU) and give a true and fair view of the assets,
liabilities, operating results and cash flows of Urbo Bankas UAB.
16 March 2026
Chairman of the Board and
Head of Administration
M. Arlauskas
Director of Accounting Department,
Chief Accountant
L. Bertašienė
*******
INDEPENDENT AUDITOR‘S REPORT
To the shareholders of Urbo bankas UAB:
Report on the Audit of Financial Statements
Opinion
We have audited the financial statements of Urbo Bankas UAB (hereinafter – the Bank) which comprise the statement
of financial position at 31 December 2025, the income statement, the statement of comprehensive income, statement
of changes in equity, the statement for the year then ended, and the notes financial statements, including a summary
of material accounting policies.
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of
the Bank as at 31 December 2025, and its financial performance and its cash flows for the year then ended in accordance
with International Financial Reporting Standards, as adopted by the European Union.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our
report. We are independent of the Bank in accordance with the ethical requirements set out in Regulation (EU) No
537/2014 of the European Parliament and of the Council (hereinafter – Regulation) on specific requirements regarding
statutory audit of public-interest entities applicable to the statutory audit of public-interest entities, the Law on Audit
of the Financial Statements and Other Assurance Services of the Republic of Lithuania applicable to the audit of financial
statements in the Republic of Lithuania, and International Ethics Standards Board for Accountants International Code
of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code), which is
applicable to the audit of public-interest entities, and we have fulfilled our other ethical responsibilities in accordance
with Regulation (EU) No 537/2014 and the Law on Audit of the Financial Statements and Other Assurance Services of
the Republic of Lithuania and the IESBA Code.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
financial statements of the current period. These matters were addressed in the context of our audit of the financial
statements, and in forming our opinion thereon, we do not provide a separate opinion on these matters. Each audit
matter and our respective response are described below.
The key audit matter
How the matter was addressed in our audit
Impairment of loans and receivables (see notes 7, 27 and accounting policy Impairment of financial assets in
financial statements)
The impairment allowance for the Bank’s loans and
receivables (hereinafter – the loans), which as at 31
December 2025, after impairment loss, amounted to
EUR 545,159 thousand, is calculated by dividing the
Bank’s loans into homogeneous groups and risk levels.
The Bank loans are divided into 3 risk levels, where the
1
st
risk level is the lowest and the 3
rd
risk level is the
highest.
The impairment allowance for loans is calculated:
collectively – by assessing expected credit losses guided
by historical loss information and forecasted economic
indicators; or individually – using individual assessment.
Loans, which are assessed individually, typically involve
higher credit risk.
Among others, we conducted the following audit
procedures:
We gained an understanding of the loan’s impairment
calculation methodology of the Bank and performed the
assessment whether it meets the requirements of the
International Financial Reporting Standard 9 Financial
Instruments.
We have identified loan approval processes and tested
controls and their effectiveness: on loan risk monitoring,
including client risk level allocation, on identification of
loss events, on timely collateral revaluation.
The key audit matter
How the matter was addressed in our audit
(continued)
Both collectively and individually assessed impairment
losses significantly depend on assessments and
assumption applied by the Bank.
In our opinion, the valuation method selected by the
Bank as well as the assumptions used, such as
assessment of the client's condition, assigned risk group
and credit ratings, value of the collateral and its
realization period has a significant effect on the
collectively and individually assessed impairment losses,
as well as loans net value at the end of the reporting
period.
Based on this we consider loans valuation to be a key
audit matter.
We have selected higher risk loans (including
individually significant loans; loans from higher risk
sectors of activity; loss-bearing loans, or loans that
were assigned risk level 3 for other reasons) for testing
risk assessment and impairment allowance calculation.
We have tested the selected loans sample, had
discussions with the responsible Bank officers and
identified whether the future cash flows of the loans are
calculated appropriately and whether the loans are
assigned to the appropriate risk level (i.e. whether the
assumptions made while calculating the cash flows for
loans repayment, discount rates and the value of
collateral are reasonable).
We have tested valuations of the collateralized assets
which usually comprise significant part of the future
cash flows for the loans having indication of impairment
and identified whether the methods and assumptions
used in valuations were appropriate, whether the
market conditions since the date of valuation till 31
December 2025 have not changed significantly and
whether there is no need for renewal of valuation.
We have verified whether calculation of collective
impairment allowance complies with the Bank’s
methodology. We checked whether the historical and
prospective information used in the expected credit loss
calculation model is reasonable.
We have evaluated the sufficiency and appropriateness
of disclosures related to loans in the financial
statements of the Bank.
Other Information
The other information comprises the information included in the Bank’s Annual Management Report, including the
requirements for the information on corporate governance matters and remuneration, but does not include the
financial statements and our auditor’s report on them. Management is responsible for the other information.
Our opinion on the financial statements does not cover the other information and we do not express any form of
assurance conclusion thereon, except as specified below.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in
doing so, consider whether the other information is materially inconsistent with the financial statements, or our
knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have
performed, we conclude that there is a material misstatement of this other information, we are required to report
that fact. We have nothing to report in this regard.
In addition, our responsibility is to consider whether information included in the Bank’s Annual Management Report
for the financial year for which the financial statements are prepared is consistent with the financial statements and
whether Bank’s Annual Management Report, including the requirements for the information on corporate governance
matters and remuneration, has been prepared in compliance with applicable legal requirements. Based on the work
carried out in the course of audit of financial statements, in our opinion, in all material respects:
• The information given in the Bank’s Annual Management Report, for the financial year for which the financial
statements are prepared is consistent with the financial statements; and
• The Bank’s Annual Management Report, including the requirements for the information on corporate governance
matters and remuneration, has been prepared in accordance with the requirements of the Law on Reporting by
Undertakings and Groups of Undertakings of the Republic of Lithuania.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with
International Financial Reporting Standards, as adopted by the European Union, and for such internal control as
management determines is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Bank’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless management either intends to liquidate the Bank or to cease operations, or has no realistic
alternative but to do so.
Those charged with governance are responsible for overseeing the Bank’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with
ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error,
design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud
is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,
misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Bank’s
internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and
related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on
the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast
significant doubt on the Bank’s ability to continue as a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements
or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained
up to the date of our auditor’s report. However, future events or conditions may cause the Bank to cease to continue
as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and
whether the financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we identify
during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit matters. We
describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter
or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report
because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits
of such communication.
Report on Other Legal and Regulatory Requirements
Following the decision of the general shareholder’s meeting dated 20 March 2024 we were re-elected to perform an
audit of the financial statements of the Bank for two years (2024 and 2025). The total uninterrupted term of
appointment is 8 years.
We confirm that our opinion in the section ‘Opinion’ is consistent with the additional report which we have submitted
to the Bank and its Audit Committee.
We confirm that in light of our knowledge and belief, services provided to the Bank are consistent with the
requirements of the law and regulations and do not comprise non-audit services referred to in Article 5(1) of the
Regulation (EU) No 537/2014.
During the audit period, in addition to the audit services of the Bank’s annual financial statements we also provided
the following services: the audit of the Bank’s condensed interim financial statements for the period ended 30
September 2025.
Report on the compliance of format of the financial statements with the requirements for European Single
Electronic Reporting Format
The Bank's management has applied European Single Electronic Format for the Bank's financial statements in order
to implement the requirement of Article No. 3 of the Commission Delegated Regulation (EU) 2019/815 that amends
European Parliament and Commission Directive 2004/109 / EC with regulatory technical standards establishing a
single format for electronic reporting (hereinafter "the ESEF Regulation"). These requirements specify the Bank’s
obligation to prepare its financial statements in a XHTML format. We confirm that the European single electronic
reporting format of the financial statements for the year ended 31 December 2025 complies with the ESEF Regulation
in this respect.
The audit engagement partner for this independent auditor's report is Lukas Andriušis.
Auditor Lukas Andriušis
Auditor certificate No. 000653
ROSK Consulting UAB
Audit company certificate No. 001514
Vilnius, Lithuania
16 March 2026