Dutch banking code

This section summarizes how Nexent Bank applies the principles of the Banking Code and where we deviate from them. A full report on implementation of the Banking Code can be found here.

Please find below a summary of our application of Banking Code principles in 2025. The overview follows the chapter sequence of the Banking Code.

Sound and ethical operation

In 2025 the Managing Board developed the bank’s strategy for the period to 2030, embedding a long term vision to become a digitally advanced and investment grade institution. This strategy has been approved by the Supervisory Board and is based on and reflects its vision, mission, core values, and strategic objectives and is embedded in the daily business of the different divisions of the bank. The strategy includes both financial and non-financial measures and defines the implementation process and timeline (taking into account the interests of the bank’s stakeholders).

Nexent Bank is mindful that responsible business practices with strong ESG initiatives can benefit the company, society, and the environment, resulting in long-term value creation and future resiliency. Therefore, social and environmental responsibility is an integral part of Nexent Bank’s business strategy, corporate decision-making processes, and day-to-day activities. We believe it is essential that Nexent Bank’s business activities are conducted in an ethical matter and prioritize the observation of basic ethical norms. To effectively manage ESG risks and integrate sustainability requirements and objectives into its business strategy, Nexent Bank adopted a governance structure mainly consisting of an appointed Head of Sustainability, a Sustainability Division and a Sustainability Committee. The aim is to effectively manage ESG risks, capitalize on related opportunities, and contribute to positive change in the environmental and social practices of our customers as well as key stakeholders. Reference is also made to the bank’s annual report 2025.

In setting its strategy, Nexent Bank has carefully considered its role in society.

With due regard for each other’s responsibilities and authorities, the bank’s Supervisory Board and Managing Board safeguard and promote a healthy culture within the bank in which the core values play a key role. Further, this is integrated in the decision-making processes within the bank.

In order to ensure a proper governance structure, Nexent Bank has instituted several committees in addition to the Supervisory Board and the Managing Board, such as the Executive Committee (ExCo), Asset and Liability Committee, IT Steering Committee, Credit Committees, and Risk and Compliance Committees, which all meet regularly. In addition, the bank holds weekly management meetings and regular meetings with the general managers of the bank’s subsidiaries. These committees and meetings support the Managing Board in its daily management of the bank. The Supervisory Board monitors the proper functioning of the bank’s governance structure through its quarterly meetings and the meetings of its subcommittees.

An introduction program for new board members has been developed to enable them to be a role model for the bank’s employees. As a part of this program, the members are trained in the bank’s core values, main policies (e.g., code of conduct) and culture. The current Supervisory and Managing Board members have regular awareness sessions during the board meetings and also trainings on this topic are organized. In connection with the annual evaluation of the members of the Managing Board, the way in which they fulfil their exemplary role is assessed. The fulfilment of the exemplary role by the Supervisory Board is reviewed in connection with their annual self-evaluation/suitability matrix and the external assessment.

The standards of integrity, morals and leadership are included in the bank’s key competencies, different internal policies/guidelines and in the Charters of the Supervisory Board and the Managing Board. Further, these standards are communicated through the company’s intranet, internal training sessions (/e-learnings), staff mailings and staff events. The monitoring of the duly application of these standards is embedded in the daily practice of the bank’s divisions / teams. In addition, monitoring takes place by the HR and the Compliance division, Managing Board, Supervisory Board (and its sub-committees including the Compliance Oversight committee) and the Internal Audit division.

The Supervisory Board and Managing Board ensure that proper checks & balances are in place. Within the bank the (Group) Head of Compliance is a member of the management team. The (Group) Head of Compliance has a direct reporting line to a Managing Board member and the (chair of) Compliance Oversight Committee of the Supervisory Board.

Nexent Bank acknowledges that a solid IT infrastructure is vital for the functioning of the bank. Its system architecture is composed of industry proven technologies and payment systems supporting automated workflows. Transactions are secured with the latest encryption standards, while at the same time software vulnerabilities are continuously monitored, investigated and mitigated. This all enables Nexent Bank to process transactions and orders from customers fast, safe and accurate.

Within Nexent Bank a healthy culture and responsible behavior are promoted through different means. Upon employment the bank’s employees participate in an introduction program during which they are trained on the bank’s core values, its main policies/regulations (including the code of conduct and the staff handbook) and the bank’s culture. The new employees will also attend a Bankers’ oath session and take the Oath/Affirmation. For all employees Nexent Bank organizes regular thematic awareness trainings and during the quarterly staff events the (desired) culture within the bank is highlighted/discussed. The bank’s core values, dynamism, diversity and expertise, serve to promote a healthy culture within the bank.

Another way to promote a healthy culture is Nexent Bank’s remuneration policy. Please refer to the bank’s annual report 2025.

The content of the Social Charter is considered when developing the bank’s strategy and its main principles and as such embedded in the bank’s culture. Nexent Bank communicates this to its stakeholders in various ways, for example through its annual report and its website.

Supervisory Board

For details on the composition of the Supervisory board, its sub-committees and the profile of the Supervisory Board members, please see the bank’s annual report 2025. The members of the Audit and Risk Committee meet the specific competence and experience requirements as set out in the Banking Code.

Nexent Bank has a continuing education program in place with the aim of maintaining (and to the extent necessary expand) the expertise of the members of the Supervisory Board at the required level. As part of this program in 2025 e.g., training sessions were organized on marine finance, DORA and cyber security awareness, the bank’s rating framework, and ESG (transition plan).

In terms of compensation, each Supervisory Board member receives an appropriate and fixed amount of compensation, taking into account the amount of time that is spent on the Supervisory Board tasks. The compensation does not depend on the results of the bank.

Managing Board

For details on the compensation of the Managing Board, please refer to the bank’s annual report 2025.

In order to ensure/enhance due balancing of the interests of the bank’s stakeholders several committees (such as the Asset & Liability Committee, IT Steering Committee, Risk Committee and Compliance Management Committee) and weekly (management) meetings have been formed. These committees meet on a weekly/monthly basis.

Without detriment to the collective responsibility of the Managing Board as a whole, the CRO, Mr. Batuhan Yalniz, is responsible for financial and non-financial risk management matters (plus Compliance) within the bank and for preparing the decision-making with regard to risk management. The CRO does not bear any individual commercial responsibility for and operates independently from commercial areas. Nexent Bank’s risk management also includes a focus on the impact that systematic risk might have on the bank’s risk profile.

The CEO ensures that a continuing education program is in place with the aim to maintain the expertise of the members of the Managing Board at the required level (and to the extent necessary expand their expertise). All members of the Managing Board participate in the continuing education program and attended the required number of training sessions in 2025.

Risk Management

Risk management plays a central role in Nexent Bank’s managerial decision-making process and is strongly supported by both the Managing Board and Supervisory Board. The Supervisory Board oversees the risk policy pursued by the Managing Board via its Audit and Risk Committee, which reviews and discusses the bank’s risk profile, capital management, and funding policies, as well as country risks, credit risks, market risks, and operational risks in view of the pre-defined risk appetite. The CRO and Risk Management Division are the main sponsors of the bank’s consolidated-level risk appetite, Internal Capital Adequacy Assessment Process (ICAAP), Internal Liquidity Adequacy Assessment Process (ILAAP), Recovery Plan, and other internal guidance documents. Nexent Bank’s risk appetite statement is discussed, reviewed, and approved annually in the relevant Supervisory Board meeting, and any material interim changes to the risk appetite are also subject to the approval of the Supervisory Board. More information on Nexent Bank’s risk management can be found in the consolidated financial statements.

Audit

The internal audit function plays an important role in ensuring ever-better governance at the bank level. It represents an independent and objective assurance and consulting function as a third line. Through the application of a risk-based methodology, the IAD evaluates and examines whether proper measures are taken to ensure control within the organization and its activities.

The (Group) Head of Internal Audit reports functionally to the Audit and Risk Committee and administratively (i.e., day-to-day operations) to the CEO.

Remuneration

Nexent Bank’s Group Remuneration Policy complies with national and international regulations, such as the Banking Code, DNB’s regulation on sound remuneration, the Financial Supervision Act, and the relevant provisions in the Capital Requirements Directive (CRDV). The total income of a member of the Managing Board is, at the time it is set, below the median for comparable positions within and outside the financial industry. Any variable remuneration paid to Managing Board members is set in accordance with the applicable national and international regulations. The expectations of the bank’s key stakeholders and society are taken into account in the Managing Board’s remuneration policy.

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