JUDGMENT OF THE COURT (Eighth Chamber)

5 November 2026 (*)

( Appeal – Economic and monetary policy – Banking union – Regulation (EU) No 806/2014 – Single resolution mechanism for credit institutions and certain investment firms – Article 18 – Resolution procedure – Conditions – Decision of the Single Resolution Board (SRB) not to adopt a resolution scheme – Competence of the SRB – Right to be heard )

In Case C‑74/24 P,

APPEAL under Article 56 of the Statute of the Court of Justice of the European Union, brought on 29 January 2024,

PNB Banka AS, established in Riga (Latvia), represented by O. Behrends, Rechtsanwalt,

appellant,

the other parties to the proceedings being:

HG,

HH,

HI,

HJ,

HL,

HM,

HN,

HO,

applicants at first instance,

Single Resolution Board (SRB), represented initially by H. Ehlers, L. Forestier, J. Kerlin and J. Rius Riu, acting as Agents, and by L. Hesse, Rechtsanwältin, H.-G. Kamann, Rechtsanwalt, and F. Louis, avocat, and subsequently by H. Ehlers, L. Forestier and J. Rius Riu, acting as Agents, and by L. Hesse and H.-G. Kamann, Rechtsanwälte, and F. Louis, avocat,

defendant at first instance,

Republic of Latvia,

European Central Bank (ECB), represented initially by F. Bonnard, E. Koupepidou and A. Lefterov, acting as Agents, and subsequently by E. Koupepidou, A. Lefterov and A. Pizzolla, acting as Agents,

interveners at first instance,

THE COURT (Eighth Chamber),

composed of N. Fenger (Rapporteur), President of the Chamber, S. Rodin and O. Spineanu-Matei, Judges,

Advocate General: D. Spielmann,

Registrar: V. Di Bucci,

having regard to the written procedure,

having decided, after hearing the Advocate General, to proceed to judgment without an Opinion,

gives the following

Judgment

1 By its appeal, PNB Banka AS asks the Court of Justice to set aside the judgment of the General Court of the European Union of 15 November 2023, PNB Banka and Others v SRB (T‑732/19, ‘the judgment under appeal’, EU:T:2023:721) by which the General Court dismissed its action for annulment of Decision SRB/EES/2019/131 of the Single Resolution Board (SRB) of 15 August 2019 not to adopt a resolution scheme in respect of the credit institution PNB Banka AS (‘the decision at issue’).

Legal context

2 Article 18 of Regulation (EU) No 806/2014 of the European Parliament and of the Council of 15 July 2014 establishing uniform rules and a uniform procedure for the resolution of credit institutions and certain investment firms in the framework of a Single Resolution Mechanism and a Single Resolution Fund and amending Regulation (EU) No 1093/2010 (OJ 2014 L 225, p. 1), entitled ‘Resolution procedure’, provides in paragraphs 1 to 6 thereof:

‘1. The Board shall adopt a resolution scheme pursuant to paragraph 6 in relation to entities and groups referred to in Article 7(2), and to the entities and groups referred to in Article 7(4)(b) and (5) where the conditions for the application of those paragraphs are met, only when it assesses, in its executive session, on receiving a communication pursuant to the fourth subparagraph, or on its own initiative, that the following conditions are met:

(a) the entity is failing or is likely to fail;

(b) having regard to timing and other relevant circumstances, there is no reasonable prospect that any alternative private sector measures, including measures by an [institutional protection scheme; (“IPS”)], or supervisory action, including early intervention measures or the write-down or conversion of relevant capital instruments in accordance with Article 21, taken in respect of the entity, would prevent its failure within a reasonable timeframe;

An assessment of the condition referred to in point (a) of the first subparagraph shall be made by the [European Central Bank (ECB)], after consulting the Board. The Board, in its executive session, may make such an assessment only after informing the ECB of its intention and only if the ECB, within three calendar days of receipt of that information, does not make such an assessment. The ECB shall, without delay, provide the Board with any relevant information that the Board requests in order to inform its assessment.

Where the ECB assesses that the condition referred to in point (a) of the first subparagraph is met in relation to an entity or group referred to in the first subparagraph, it shall communicate that assessment without delay to the [European] Commission and to the Board.

An assessment of the condition referred to in point (b) of the first subparagraph shall be made by the Board, in its executive session, or, where applicable, by the national resolution authorities, in close cooperation with the ECB. The ECB may also inform the Board or the national resolution authorities concerned that it considers the condition laid down in that point to be met.

…

4. For the purposes of point (a) of paragraph 1, the entity shall be deemed to be failing or to be likely to fail in one or more of the following circumstances:

(a) the entity infringes, or there are objective elements to support a determination that the institution will, in the near future, infringe the requirements for continuing authorisation in a way that would justify the withdrawal of the authorisation by the ECB, including but not limited to the fact that the institution has incurred or is likely to incur losses that will deplete all or a significant amount of its own funds;

(b) the assets of the entity are, or there are objective elements to support a determination that the assets of the entity will, in the near future, be less than its liabilities;

(c) the entity is, or there are objective elements to support a determination that the entity will, in the near future, be unable to pay its debts or other liabilities as they fall due;

…

5. For the purposes of point (c) of paragraph 1 of this Article, a resolution action shall be treated as in the public interest if it is necessary for the achievement of, and is proportionate to one or more of the resolution objectives referred to in Article 14 and winding up of the entity under normal insolvency proceedings would not meet those resolution objectives to the same extent.

6. If the conditions laid down in paragraph 1 are met, the Board shall adopt a resolution scheme. The resolution scheme shall:

(a) place the entity under resolution;

(b) determine the application of the resolution tools to the institution under resolution referred to in Article 22(2), in particular any exclusions from the application of the bail-in in accordance with Article 27(5) and (14);

(c) determine the use of the [Single Resolution] Fund [(“SRF”)] to support the resolution action in accordance with Article 76 and in accordance with a Commission decision taken in accordance with Article 19.’

Background to the dispute

3 The background to the dispute is set out in paragraphs 2 to 20 of the judgment under appeal. For the purposes of the present proceedings, it can be summarised as follows.

4 By letter of 14 February 2019, the ECB informed PNB Banka AS, a credit institution established in Latvia, that an inspection would be carried out at its premises. The inspection took place from 4 March to 10 March 2019.

5 By letter of 1 March 2019, the ECB notified PNB Banka, that it had decided to classify it as a significant entity subject to its direct prudential supervision.

6 By letter of 21 March 2019, the ECB notified PNB Banka that it had decided to oppose the acquisition by PNB Banka of qualifying holdings in another Latvian credit institution.

7 On 11 April 2019, PNB Banka presented, at the request of the Finanšu un kapitāla tirgus komisija (Financial and Capital Markets Commission, Latvia) (‘the FCMC’), a capital conservation plan.

8 By letter of 11 July 2019, the ECB notified PNB Banka that it had decided to adopt early intervention measures against it and invited PNB Banka to submit, by 1 August 2019 at the latest, an action plan setting out how it intended to restore sustainable compliance with certain prudential requirements. On 1 August 2019, PNB Banka submitted an action plan to the ECB.

9 On 31 July 2019, the SRB had mandated an independent external valuer to carry out a valuation in order to determine whether PNB Banka was failing or was likely to fail. The valuation report drawn up by that external valuer (‘the valuation report’) was sent to the SRB on 13 August 2019. That report included, in particular the statement that PNB Banka’s assets were less than its liabilities as at 31 March 2019.

10 By letter of 6 August 2019, the ECB informed PNB Banka that it considered that the action plan submitted by it did not provide sufficient reassurance that it would be able to restore sustainable compliance with the capital requirements within the period set in the letter of 11 July 2019.

11 On 13 August 2019, PNB Banka replied to that letter of 6 August 2019, proposing several actions with a view to increasing its capital.

12 Also on 13 August 2019, the final on-site inspection report was sent to PNB Banka (‘the inspection report’). In that report, it was found that there were nine risk factors concerning PNB Banka’s capital, six of which were very high impact.

13 On 15 August 2019, the ECB found that PNB Banka was failing or was likely to fail within the meaning of Article 18(1)(a) of Regulation No 806/2014. On the same date, the SRB adopted the decision at issue, by which it decided not to adopt a resolution scheme in respect of PNB Banka.

14 That decision provided, in Article 1 thereof, that ‘[PNB Banka] shall not be placed under resolution’. Article 2 of the decision at issue stated that it was ‘addressed to the [FCMC], in its capacity as National Resolution Authority, within the meaning of Article 3(1)(3) of [Regulation No 806/2014]’ and that ‘pursuant to Article 29(1) of [Regulation No 806/2014], the [FCMC] shall implement this Decision and shall ensure that any action it takes complies with it, in line with the considerations provided herein’.

15 On 22 August 2019, the FCMC requested the Rīgas pilsētas Vidzemes priekšpilsētas tiesa (Riga City Court (Vidzeme District), Latvia) to declare PNB Banka insolvent.

16 On 12 September 2019, that court declared PNB Banka insolvent and appointed an insolvency administrator to deal with the insolvency proceedings (‘the insolvency administrator’), to whom it transferred all the powers of PNB Banka and of its board of directors. That court refused the request of PNB Banka’s board of directors to maintain its rights to represent PNB Banka in the context of any actions, inter alia, against the ECB’s assessment that PNB Banka was failing or was likely to fail and against the decision at issue.

17 On 17 February 2020, the ECB withdrew PNB Banka’s authorisation as a credit institution, with effect from 18 February 2020.

The action before the General Court and the judgment under appeal

18 By application lodged at the Registry of the General Court on 25 October 2019, PNB Banka and some of its shareholders and potential shareholders brought an action for annulment of the decision at issue.

19 In support of their action, they relied on 14 pleas in law. The first plea in law alleged, in essence, that the SRB lacked competence to adopt a decision on the basis of Article 18 of Regulation No 806/2014 in respect of PNB Banka. The second and fourth pleas in law alleged, in essence, the SRB’s lack of competence to decide not to adopt a resolution scheme and to decide on the liquidation of a credit institution. The third plea in law alleged, in essence, infringement of Article 18(1)(a) of that regulation. The fifth plea in law alleged, in essence, defects vitiating the inspection carried out at PNB Banka’s premises, on which the decision at issue is allegedly based. The sixth to eighth pleas in law alleged infringement, respectively, of the principle of proportionality, of the obligation to state reasons and of the right to be heard. The ninth plea in law alleged, in essence, defects vitiating the ECB’s decision to oppose PNB Banka’s acquisition of qualifying holdings in another credit institution, a decision on which the decision at issue is allegedly based. The tenth plea in law alleged infringement of the principle of equal treatment. The eleventh plea in law alleged infringement of the principles of the protection of legitimate expectations and legal certainty. The twelfth and thirteenth pleas in law alleged, in essence, failure to take into account the ECB’s responsibility for the deterioration of PNB Banka’s situation and the loss of confidence in the regulatory process. The fourteenth plea in law alleged misuse of powers.

20 By the judgment under appeal, the General Court dismissed that action.

21 The General Court decided, in paragraph 30 of that judgment, to rule on the action without an oral part of the procedure, in accordance with Article 106(3) of the Rules of Procedure of the General Court. It found, in paragraph 28 of the judgment under appeal, that the applicants had requested that a hearing be held, alleging interference with their effective representation and an infringement of effective judicial protection, without, however, adducing evidence in relation to the file submitted to the General Court which would have justified the holding of a hearing. It inferred from this, in paragraph 29 of that judgment, that the request for a hearing submitted by the applicants could not be classified as a request stating the reasons for which they wished to be heard within the meaning of Article 106(2) of the Rules of Procedure.

22 In the context of the examination of the admissibility of that action, the General Court held, in paragraph 51 of the judgment under appeal, that PNB Banka’s shareholders and potential shareholders did not have standing to bring proceedings against the decision at issue and declared the action, in so far as it was brought by them, inadmissible. By contrast, it held, in paragraph 52 of that judgment, that PNB Banka did have such standing. The General Court also held, in paragraphs 54 to 60 of the judgment under appeal, that PNB Banka had a legal interest in bringing proceedings. It held, in paragraph 61 of that judgment, that the action, in so far as it had been brought by PNB Banka, was admissible.

23 As to the substance, the General Court rejected all the pleas in law raised by PNB Banka.

24 In the first place, in paragraphs 69 to 77 of the judgment under appeal, the General Court rejected PNB Banka’s first plea in law. It found, in paragraph 73 of that judgment, that by decision of 1 March 2019 the ECB had classified PNB Banka as a significant entity subject to its direct prudential supervision and that, as from that date, the SRB was responsible for drawing up the resolution plans and adopting all decisions relating to resolution in respect of PNB Banka. The General Court found, in paragraph 75 of the judgment under appeal, that the unlawfulness of the ECB’s decision of 1 March 2019 had not been established in the action that had been brought against that decision before the General Court. It inferred from this, in paragraph 76 of the judgment under appeal, that the SRB was the resolution authority responsible for taking a decision on the basis of Article 18 of Regulation No 806/2014.

25 In the second place, the General Court examined together, in paragraphs 78 to 93 of the judgment under appeal, the second and fourth pleas in law raised by PNB Banka. It found, in paragraph 86 of that judgment, that following the initiation of the resolution procedure by the ECB, the SRB was required to examine whether the conditions set out in Article 18(1) of that regulation were met and to take a decision at the end of that examination.

26 In the third place, in paragraphs 94 to 149 of the judgment under appeal, the General Court rejected the third and fifth to seventh pleas in law submitted by PNB Banka.

27 In the fourth place, in paragraphs 150 to 164 of the judgment under appeal, the General Court rejected the eighth plea in law raised by PNB Banka. It held, first, in paragraph 158 of that judgment, that, having regard to the nature of the procedure laid down in Article 18 of Regulation No 806/2014, neither Article 41 of the Charter of Fundamental Rights of the European Union (‘the Charter’) nor the provisions of that regulation require that the entity concerned by that procedure be heard at each stage of that procedure by the ECB and the SRB separately. The General Court held, second, in paragraphs 159 and 160 of the judgment under appeal, that although PNB Banka had not been heard by the SRB before the decision at issue was adopted, it had, by contrast, been heard on several occasions by the ECB, in particular in the context of the ECB’s assessment of the condition relating to whether the entity was failing or was likely to fail. It found, third, in paragraph 161 of that judgment, that although, in the decision at issue, the SRB had examined for the first time the condition laid down in Article 18(1)(c) of that regulation, relating to the public interest, none of PNB Banka’s objections raised before it related to that condition. The General Court inferred from this that PNB Banka had been heard on the points which it disputed. It held, fourth, in paragraph 162 of the judgment under appeal, that no new event had occurred and no new data had been brought to the attention of the SRB between the date of the ECB’s communication of its assessment that PNB Banka was failing or was likely to fail and the date on which the decision at issue was adopted.

28 In the fifth place, in paragraphs 165 to 198 of the judgment under appeal, the General Court rejected PNB Banka’s ninth to fourteenth pleas in law.

Forms of order sought

29 By its appeal, PNB Banka claims that the Court of Justice should:

– set aside the judgment under appeal;

– declare the decision at issue void;

– if the Court of Justice is not in a position to rule on the action at first instance, refer the case back to the General Court; and

– order the SRB to pay the costs of both sets of proceedings.

30 The SRB contends that the Court should:

– dismiss the appeal;

– in the alternative, dismiss the action brought at first instance;

– in the further alternative, refer the case back to the General Court;

– order PNB Banka to pay the costs of both sets of proceedings; and

– in the alternative, reserve the costs of the appeal.

31 The ECB contends that the Court of Justice should:

– dismiss the appeal; and

– order PNB Banka to pay the costs.

Procedure before the Court of Justice

32 By decision of the President of the Court of 5 March 2024, taken on the basis of Article 119(2) of the Rules of Procedure of the Court of Justice, PNB Banka’s representative was requested to produce an authority permitting him to represent PNB Banka in the present proceedings.

33 On 15 March 2024, PNB Banka’s representative lodged new documents as to the existence of such an authority.

34 By decision of the President of the Court of 7 March 2025, the present proceedings were stayed pending the decision closing the proceedings in the case ABLV Bank v SRB (C‑602/22 P). Following the delivery of the judgment of 11 December 2025, ABLV Bank v SRB (C‑602/22 P, EU:C:2025:953), the proceedings were resumed.

35 By decision of the President of the Court of 11 December 2025, the parties to the present proceedings were invited to submit observations on the impact of that judgment on the present proceedings.

The appeal

36 PNB Banka relies on four grounds in support of its appeal, alleging, first, breach of its procedural rights in the proceedings before the General Court, second, failure to state reasons in the judgment under appeal, third, errors by the General Court in the examination of the eighth plea in law put forward at first instance, relating to the right to be heard, and, fourth, errors by the General Court in the examination of the first, second and fourth pleas in law advanced at first instance, relating to the SRB’s competence to adopt the decision at issue.

Admissibility of the appeal

Arguments of the parties

37 The SRB contends that the appeal is inadmissible in so far as it was brought on the basis of an improperly issued power of attorney.

38 It notes, in that regard, that the lawyer who brought the appeal on behalf of PNB Banka produced a power of attorney before the Court of Justice different from that which had been attached to the application at first instance. Unlike that latter power of attorney, the power of attorney produced before the Court of Justice was issued by PNB Banka’s board of directors after the insolvency administrator had been appointed and all powers of representation had been transferred from PNB Banka to the insolvency administrator.

39 The SRB infers from this that, in the present case, unlike that which gave rise to the judgment of 5 November 2019, ECB and Others v Trasta Komercbanka and Others (C‑663/17 P, C‑665/17 P and C‑669/17 P, EU:C:2019:923), the appeal has been brought on the basis of a power of attorney that has been improperly issued from the outset.

40 PNB Banka submits that the appeal is admissible.

Findings of the Court

41 It must be borne in mind that, in order for an appeal to be admissible, it is necessary to show that the person concerned has indeed made the decision to bring the appeal and that the lawyer who claims to represent that person has in fact been authorised to do so (order of 15 July 2026, Douamba v Council, C‑106/26 P, EU:C:2026:583, paragraph 7 and the case-law cited).

42 It is precisely in order to ensure that that is indeed the case that Article 119(2) of the Rules of Procedure, applicable to the procedure on appeal by virtue of Article 168(2) of those rules, requires the representative of the appellant to lodge at the Registry of the Court of Justice an official document or an authority to act issued by that party, as failure to produce that official document or authority to act may entail, in accordance with Article 119(4) of those rules, the formal inadmissibility of the application (order of 15 July 2026, Douamba v Council, C‑106/26 P, EU:C:2026:583, paragraph 8 and the case-law cited).

43 In the case of a credit institution constituted in the form of a legal person governed by the law of a Member State, such as PNB Banka, where there are no EU rules in the matter, it is under that law that it is necessary to determine which bodies of that legal person are entitled to issue such an authority (judgment of 5 November 2019, ECB and Others v Trasta Komercbanka and Others, C‑663/17 P, C‑665/17 P and C‑669/17 P, EU:C:2019:923, paragraph 58).

44 In the present case, it is apparent from the file submitted to the Court, and it is not in any way disputed by the SRB, that the lawyer who brought the present appeal produced a power of attorney, before the General Court, issued by PNB Banka’s board of directors prior to the appointment of the insolvency administrator. Furthermore, it is apparent from the wording of that power that it was not limited to the proceedings before the General Court, but was capable of authorising that lawyer to bring an appeal before the Court of Justice. It is also not in dispute that, on the date on which that power was issued, that board of directors was the body empowered to issue such a power of attorney in accordance with Latvian law.

45 It follows that the lawyer who brought the present appeal has produced before the Courts of the European Union a power of attorney issued by a body of PNB Banka which, on that date that power was issued, was authorised for that purpose (see, by analogy, judgment of 5 November 2019, ECB and Others v Trasta Komercbanka and Others, C‑663/17 P, C‑665/17 P and C‑669/17 P, EU:C:2019:923, paragraph 63).

46 Moreover, it is not claimed that the validity of that power was subsequently called into question by PNB Banka’s insolvency administrator.

47 In those circumstances, it must be held that the lawyer who brought the present appeal has produced, before the Courts of the European Union, an authority permitting him to represent PNB Banka in the event of any appeal proceedings before the Court of Justice, with the result that he has an authority to act issued by the appellant, within the meaning of Article 119(2) of the Rules of Procedure.

48 Consequently, the plea of inadmissibility raised by the SRB must be rejected.

Substance

The first ground of appeal, relating to the proceedings before the General Court

– Arguments of the parties

49 PNB Banka submits that the General Court failed to acknowledge the importance of effective representation which would have enabled it to access, by means of its lawyer, its premises, documents and resources. However, since the appointment of the insolvency administrator, such access has been impossible.

50 Moreover, the General Court wrongly found that PNB Banka ought to have initiated proceedings in Latvia in order to obtain such access. Such a position is unrealistic, because, under Latvian law, only the insolvency administrator is authorised to represent PNB Banka.

51 PNB Banka claims to have repeatedly complained about such a lack of access to its premises, information and resources before the General Court, and to have requested that its effective representation be restored before any continuation of the proceedings before that court, in particular in its requests for a stay of those proceedings and in its request for an oral hearing.

52 According to PNB Banka, instead of examining those aspects, the General Court postulated, in paragraphs 23 to 30 of the judgment under appeal, in unclear terms, particularly strict requirements for the holding of a hearing that were impossible for it to meet.

53 The General Court thus disregarded its duty to preserve the integrity of the proceedings before it and thereby infringed the rights of PNB Banka pursuant to Article 47 of the Charter.

54 According to PNB Banka, it follows that the judgment under appeal must be set aside and the matter remitted to the General Court for adjudication on the basis of an effective representation of PNB Banka.

55 The SRB and the ECB contend that the first ground of appeal must be rejected.

– Findings of the Court

56 The Court notes that it follows from the second subparagraph of Article 256(1) TFEU, the first paragraph of Article 58 of the Statute of the Court of Justice of the European Union and Article 168(1)(d) of the Rules of Procedure of the Court of Justice that an appeal must indicate precisely the contested elements of the judgment under appeal and the legal arguments specifically advanced in support of the appeal, failing which the appeal or the ground of appeal concerned may be inadmissible (see order of 26 April 1993, Kupka-Floridi v ESC, C‑244/92 P, EU:C:1993:152, paragraphs 8 and 9; and judgments of 16 December 2020, Council v K. Chrysostomides & Co. and Others, C‑597/18 P, C‑598/18 P, C‑603/18 P and C‑604/18 P, EU:C:2020:1028, paragraph 127, and of 11 December 2025, ABLV Bank v SRB, C‑602/22 P, EU:C:2025:953, paragraph 45).

57 Thus, a ground of appeal supported by an argument that is not sufficiently clear and precise to enable the Court to exercise its powers of judicial review, in particular because essential elements on which the argument is based are not indicated sufficiently coherently and intelligibly in the text of the appeal, which is worded in a vague and ambiguous manner in that regard, does not satisfy those requirements and must be dismissed as inadmissible (judgment of 1 August 2025, PNB Banka v ECB, C‑102/23 P, EU:C:2025:616, paragraph 59 and the case-law cited).

58 In the present case, the only part of the judgment under appeal specifically referred to in the first ground of appeal is the General Court’s examination, in paragraphs 23 to 30 of that judgment, of PNB Banka’s request for an oral hearing before it. However, while PNB Banka argues that the requirements set out by the General Court in paragraphs 23 to 26 of that judgment for the holding of an oral hearing are particularly strict and drafted in unclear terms, it does not explain how those requirements are contrary to Article 106 of the Rules of Procedure of the General Court or to another provision of EU law.

59 As to the remainder, the line of argument put forward by PNB Banka in the present ground of appeal merely sets out claims formulated in general terms, relating to the issue of its representation, without identifying the alleged procedural errors made by the General Court. In particular, PNB Banka has not in any way specified how its criticisms of Latvian law or of the consequences of the application of that law on its ability to have effective representation are such as to justify the setting aside of the judgment under appeal.

60 It must, therefore, be held that the line of argument advanced by PNB Banka in the context of the present ground of appeal is not sufficiently clear and precise to enable the Court of Justice to carry out its review of legality, with the result that that line of argument must be rejected as inadmissible, in accordance with the case-law cited in paragraphs 56 and 57 above.

61 It follows that the first ground must be rejected as inadmissible.

The second ground of appeal, alleging a failure to state reasons

– Arguments of the parties

62 PNB Banka submits that the judgment under appeal is vitiated by a failure to state reasons, since it does not specify how the decision at issue modified its legal position.

63 In its view, first, in the absence of such clarification, it is not possible to determine whether the SRB was competent to adopt the decision at issue, whether that decision was proportionate and whether its adoption was vitiated by formal or substantive defects.

64 Second, the General Court’s rejection, in paragraph 53 et seq. of that judgment, of the SRB’s line of argument relating to the admissibility of the action is methodologically flawed because the General Court examined PNB Banka’s legal interest in bringing proceedings and not the manner in which the decision at issue changed PNB Banka’s legal position.

65 According to PNB Banka, that reasoning lacks clarity, in so far as it can be inferred – without this being certain – that the General Court assumes that the decision at issue has a legal effect that makes it not merely practically, but also de iure, impossible for PNB Banka to carry out any banking activity. In addition, the General Court suggests that the decision at issue should be deemed to be reviewable primarily to allow the assessment that the entity concerned was failing or was likely to fail to be reviewable, since that assessment is not reviewable as such.

66 The SRB and the ECB contend that the second ground of appeal must be rejected.

– Findings of the Court

67 As regards PNB Banka’s line of argument based on an alleged failure to state reasons for the General Court’s rejection, in paragraphs 53 to 60 of the judgment under appeal, of the plea of inadmissibility raised by the SRB – which plea had alleged that PNB Banka had no legal interest in bringing proceedings against the decision at issue – it is sufficient to note that such a lack of reasoning, even if established, would not be capable of calling into question the operative part of that judgment.

68 Since the General Court concluded, in paragraph 60 of that judgment, that PNB Banka had established that it had a legal interest in bringing proceedings, even if that assessment was not sufficiently reasoned, that lack of reasoning would not be such as to call into question the General Court’s dismissal of PNB Banka’s action. Consequently, that line of argument must be rejected, in any event, as ineffective.

69 As to the remainder, PNB Banka merely asserts that, in the judgment under appeal, the General Court did not correctly determine the legal effects of the decision at issue. Nevertheless, even though PNB Banka refers to certain paragraphs of that judgment, it does not specify precisely which elements of that judgment it criticises, but merely invokes an alleged lack of clarity vitiating those paragraphs. However, such a line of argument is not sufficiently precise to enable the Court of Justice to carry out its review of legality, with the result that it must be rejected as inadmissible, in accordance with the case-law cited in paragraphs 56 and 57 above.

70 It follows that the second ground of appeal must be rejected as, in part, ineffective and, in part, inadmissible.

The third ground of appeal, relating to the right to be heard

– Arguments of the parties

71 According to PNB Banka, the General Court made a number of errors in its examination of the eighth plea in law put forward at first instance, alleging infringement of its right to be heard. Thus, the reasoning set out in paragraph 150 et seq. of the judgment under appeal is vitiated by an error of law and a distortion of the facts and lacks clarity, with the result that it does not constitute a sufficient statement of reasons.

72 In the first place, the General Court distorted the file by stating, in paragraph 159 of that judgment, that PNB Banka had been heard on several occasions by the ECB. That statement is manifestly inconsistent with the documents in the file.

73 In the second place, the discussion in paragraph 160 of the judgment under appeal is vague and misleading.

74 First, the General Court vaguely stated that PNB Banka was allegedly given an opportunity to comment on the relevant elements, in particular in the context of the assessment of whether PNB Banka was failing or was likely to fail, whereas this was not the case.

75 Second, the statement that the SRB was ‘fully aware’ of PNB Banka’s arguments has no basis in any document or other evidence. Furthermore, there was never any exchange between PNB Banka and the SRB with respect to any step or act in relation to Article 18 of Regulation No 806/2014.

76 Third, the General Court distorted the facts and the applicable law by finding that the SRB endorsed the ECB’s conclusions in relation to the conditions laid down in Article 18(1)(a) and (b) of that regulation, since the ECB did not reach any conclusion as regards the condition referred to in Article 18(1)(b) of that regulation, with the result that no such conclusion could be endorsed by the SRB.

77 In addition, the examination of that latter condition was exclusively within the power of the SRB and it cannot, therefore, be held that such an aspect did not have to be discussed with the relevant entity.

78 Fourth, the General Court erred in relying on the other elements referred to in paragraph 160 of the judgment under appeal, namely the valuation report and the inspection report.

79 First of all, those reports were drawn up at a date significantly earlier than that on which the decision at issue was adopted. That paragraph is misleading in suggesting that those events took place close to the date of adoption.

80 Next, the General Court erred in relying, in that paragraph, first, on the circumstance that the valuation report contained a list of the sources used by the author of that report, which would in principle have been known to PNB Banka and, second, the circumstance that that report was based on the inspection report and that PNB Banka was allegedly able to comment on the draft inspection report. PNB Banka disputes those findings and maintains that, in any event, those factors are not relevant in the context of assessing whether its right to be heard prior to the adoption of the decision at issue was respected.

81 Lastly, the General Court referred to documents simply containing information which are not customarily commented on and which did not suggest that they preceded the adoption of a measure pursuant to Article 18 of Regulation No 806/2014, whereas respect for the right to be heard requires that the person concerned be informed of the proposed measure so that he or she may submit arguments as to why the measure should not be adopted.

82 In the third place, the considerations set out in paragraph 161 of the judgment under appeal are similarly misleading. The General Court referred, in that paragraph, only to the conditions set out in Article 18(1)(a) and (c) of that regulation. The General Court thus intentionally failed to mention the condition laid down in Article 18(1)(b) of that regulation, with regard to which a determination was made only by the SRB and which was strongly contested by PNB Banka.

83 In the fourth place, the General Court’s finding, in paragraph 162 of the judgment under appeal, that no new event occurred and no new data were brought to the attention of the SRB, between the date of the ECB’s communication of its assessment that PNB Banka was failing or was likely to fail and the date of the adoption of the decision at issue, is not based on any evidence put forward in the proceedings before the General Court.

84 Such a finding would, in any event, be irrelevant in the context of examining whether PNB Banka’s right to be heard has been respected, since PNB Banka was not heard on the subject of the ECB’s assessment that it was failing or was likely to fail, was not informed by the ECB and the SRB of their intention to proceed on the basis of Article 18 of that regulation and the communication of that assessment by the ECB to the SRB occurred behind the scenes.

85 The SRB and the ECB contend that the third ground of appeal must be rejected.

– Findings of the Court

86 By its third ground of appeal, PNB Banka disputes the General Court’s reasoning, in paragraphs 152 to 162 of the judgment under appeal, which led to the conclusion, in paragraph 163 of that judgment, that PNB Banka’s right to be heard had not been infringed in the course of the procedure leading to the adoption of the decision at issue.

87 PNB Banka submits, in particular, that the General Court erred in law in so holding, since it was not heard in the context of the procedure laid down in Article 18 of Regulation No 806/2014 and it was, therefore, not in a position to adopt a position directly on the relevant factors in that regard.

88 It must be borne in mind that the right to be heard, enshrined in Article 41(2)(a) of the Charter, must be observed in all proceedings which are liable to culminate in a measure adversely affecting a person, and guarantees every person the opportunity to make known his or her views effectively during an administrative procedure and before the adoption of any decision liable to affect his or her interests adversely (judgment of 3 July 2025, Parliament v TC, C‑529/23 P, EU:C:2025:521, paragraph 87 and the case-law cited).

89 The right to be heard pursues a dual objective. First, to enable the case to be examined and the facts to be established in as precise and correct a manner as possible, and, second, to ensure that the person concerned is in fact protected. The right to be heard is intended, inter alia, to guarantee that any decision adversely affecting a person is adopted in full knowledge of the facts, and its purpose is to enable the competent authority to correct an error or to enable the person concerned to submit such information relating to his or her personal circumstances as will argue in favour of the adoption or non-adoption of the decision, or in favour of its having a specific content (judgment of 29 January 2026, Commission v Zippo Manufacturing and Zippo, C‑811/23 P, EU:C:2026:48, paragraph 58 and the case-law cited).

90 The right to be heard implies that the person concerned must have been put in a position effectively to make known his or her views in the procedure which may culminate in a measure adversely affecting him or her. In particular, the person concerned must have been informed of the existence of that procedure and invited to submit his or her comments, so that he or she may be a position to influence the decision-making process at issue (see, by analogy, judgment of 30 November 2023, MG v EIB, C‑173/22 P, EU:C:2023:932, paragraph 32 and the case-law cited).

91 In the present case, the General Court rightly held, by implication, that the SRB’s decision not to adopt a resolution scheme in respect of PNB Banka on the basis of Article 18 of Regulation No 806/2014 constitutes an act adversely affecting PNB Banka and that, consequently, the latter was entitled to be heard before that decision was adopted.

92 As regards the General Court’s verification that that right was respected, it should be noted that although the General Court found, in paragraph 159 of the judgment under appeal, that PNB Banka had been heard on several occasions by the ECB, it is nonetheless apparent, in particular from paragraphs 6 to 13, 107 to 112 and 160 of that judgment, that that finding is based on exchanges which took place in the context of procedures falling within the remit of the ECB’s prudential supervision, which are distinct from the procedure which led to the adoption of the decision at issue.

93 As to the remainder, the General Court did not find, in paragraphs 159 to 163 of that judgment, that PNB Banka had been heard in the context of the procedure laid down in Article 18 of Regulation No 806/2014 nor, more generally, on the outcome of that procedure.

94 It is apparent from the nature of the exchanges between PNB Banka, on the one hand, and the ECB and the SRB, on the other hand, as described in paragraphs 159 to 163 of the judgment under appeal, that the General Court erred in law in holding, in paragraph 163 of that judgment, that PNB Banka’s right to be heard had been respected in the present case.

95 That being said, it should be borne in mind that, according to settled case-law, if the grounds of a judgment of the General Court disclose an infringement of EU law but the operative part of that judgment is shown to be well founded on other legal grounds, such an infringement cannot lead to the setting aside of that judgment, and a substitution of grounds must be made (judgment of 21 May 2026, Malacalza Investimenti and Malacalza v ECB, C‑557/24 P, EU:C:2026:419, paragraph 224 and the case-law cited).

96 That is the case here.

97 It should be borne in mind that, in order for the infringement of the right to be heard to result in the annulment of the measure in question, there must be a possibility that, in the absence of such an infringement, the administrative procedure could have resulted in a different outcome and that it is for the person alleging such an infringement to show that there is such a possibility. In that regard, although a person who relies on such an irregularity cannot be required to show that, in its absence, the act concerned would have been more favourable to his or her interests, he or she must nevertheless prove, in a concrete manner, that such a possibility is not entirely excluded (see, to that effect, judgments of 3 July 2014, Kamino International Logistics and Datema Hellmann Worldwide Logistics, C‑129/13 and C‑130/13, EU:C:2014:2041, paragraph 79; of 5 May 2022, Zhejiang Jiuli Hi-Tech Metals v Commission, C‑718/20 P, EU:C:2022:362, paragraph 49; and of 21 November 2024, Harley-Davidson Europe and Neovia Logistics Services International v Commission, C‑297/23 P, EU:C:2024:971, paragraphs 100 and 104).

98 However, it must be held that PNB Banka has not in any way argued, let alone shown, either before the General Court or the Court of Justice, that the procedure provided for in Article 18 of Regulation No 806/2014 could have resulted in a different outcome if its right to be heard had been respected.

99 Accordingly, the error of law by the General Court, identified in paragraph 94 of the present judgment, has no bearing on the validity of the General Court’s rejection, in paragraph 164 of the judgment under appeal, of the eighth plea in law submitted by PNB Banka at first instance and, therefore, on the operative part of that judgment.

100 The other errors alleged by PNB Banka in the context of the third ground of appeal are, for that reason, in any event, ineffective.

101 It follows that the third ground of appeal must be rejected as ineffective.

The fourth ground of appeal, relating to the SRB’s competence to adopt the decision at issue

– Arguments of the parties

102 PNB Banka submits that the General Court made several errors in its assessment of the SRB’s competence to adopt the decision at issue.

103 In the first place, the General Court’s examination, in paragraphs 69 to 76 of the judgment under appeal, of PNB Banka’s argument – which had alleged that the ECB’s decision classifying PNB Banka as a significant entity subject to direct prudential supervision was unlawful – does not take account of the ex tunc effect of any annulment of that decision following the action for annulment brought in the case giving rise to the judgment of 7 December 2022, PNB Banka v ECB (T‑301/19, EU:T:2022:774), which was the subject of an appeal. The General Court should, therefore, have stayed the proceedings until the decision closing the proceedings in that case.

104 In the second place, PNB Banka submits that the General Court’s examination, in paragraph 78 et seq. of the judgment under appeal, of its line of argument that the SRB lacked competence to take a decision not to adopt a resolution scheme is vitiated by several errors.

105 First, the reasoning relating to that examination lacks clarity, because it does not define the content and the legal consequences of the decision at issue, whereas this is a necessary step in order to examine the legality thereof.

106 According to PNB Banka, an act that falls short of a formal liquidation order of a bank, but renders banking business illegal and also triggers a liquidation procedure, is so unclear that it would have to be held illegal because of the implicit breach of the principle of legal certainty.

107 Second, the General Court’s interpretation of Article 18 of Regulation No 806/2014 in the judgment under appeal has no basis in the wording of that provision, from which it is apparent that the role of the SRB is limited to the preparation of a resolution scheme which is then to be adopted by the Commission and the Council of the European Union. The General Court erred in assuming another relevance or effect of the assessment of the conditions laid down in that provision. The SRB therefore has no power to adopt a measure with external effect, and especially so if the resolution conditions are not met. In such a case, the procedure would have to be aborted.

108 PNB Banka adds, in its reply, that it is apparent from the judgment of 18 June 2024, Commission v SRB (C‑551/22 P, EU:C:2024:520), in particular from paragraph 83 thereof, that the SRB does not have the power to adopt any binding decision pursuant to Article 18 of that regulation. The decision at issue is, therefore, undoubtedly a decision adopted ultra vires.

109 The SRB and the ECB contend that the fourth ground of appeal must be rejected.

– Findings of the Court

110 As regards, in the first place, PNB Banka’s argument directed at the General Court’s examination of its contention – alleging that the ECB’s decision classifying PNB Banka as a significant entity subject to direct prudential supervision was unlawful – acts of the EU institutions are in principle, as the General Court recalled in paragraph 74 of the judgment under appeal, presumed to be lawful and accordingly produce legal effects until such time as they are withdrawn, annulled in an action for annulment or declared invalid following a reference for a preliminary ruling or a plea of illegality (judgment of 10 September 2019, HTTS v Council, C‑123/18 P, EU:C:2019:694, paragraph 100 and the case-law cited).

111 Such a presumption of legality cannot be rebutted merely because an act of an EU institution is the subject of an action for annulment and could, therefore, potentially be annulled at a later date. The General Court cannot, therefore, be criticised for having taken into account the effects of the ECB’s decision classifying PNB Banka as a significant entity subject to direct prudential supervision when, on the date on which it delivered its judgment, proceedings were pending against that decision.

112 Consequently, since, in accordance with Article 69 of the Rules of Procedure of the General Court, the decision whether or not to stay proceedings falls within the General Court’s discretion, it cannot be held that the General Court was required to stay proceedings solely on the ground that an appeal had been brought against the judgment of 7 December 2022, PNB Banka v ECB (T‑301/19, EU:T:2022:774), pending the decision on that appeal.

113 It follows that PNB Banka’s line of argument must be rejected as unfounded.

114 As regards, in the second place, PNB Banka’s argument directed at the General Court’s examination of its contention that the SRB lacked competence to take a decision not to adopt a resolution scheme, it must be held, first, that PNB Banka’s argument relating to the alleged errors by the General Court in not correctly determining the legal effects of the decision at issue is not sufficiently clear and precise to enable the Court of Justice to exercise its review of legality, with the result that it must be rejected as inadmissible, in accordance with the case-law cited in paragraphs 56 and 57 above.

115 Second, as regards the alleged error of law concerning the General Court’s interpretation of Article 18 of Regulation No 806/2014 in paragraphs 82 to 87 of the judgment under appeal, it is apparent from paragraphs 69 to 84 of the judgment of 11 December 2025, ABLV Bank v SRB (C‑602/22 P, EU:C:2025:953), that the General Court did not err in law when it found that Article 18 of that regulation must be interpreted as meaning that the SRB does have the power to take a decision not to adopt a resolution scheme when it takes the view that the conditions provided for in paragraph 1 of that article are not met.

116 Contrary to what is claimed by PNB Banka, that conclusion is not called into question by paragraph 83 of the judgment of 18 June 2024, Commission v SRB (C‑551/22 P, EU:C:2024:520).

117 Indeed, the purpose of the findings in that paragraph of that judgment is to provide reasons for the assessment in paragraph 82 thereof, which states that it would run counter to both the powers conferred on the SRB by Regulation No 806/2014 and to the case-law resulting from the judgment of 13 June 1958, Meroni v High Authority (9/56, EU:C:1958:7) to find that a resolution scheme can produce binding legal effects irrespective of the Commission’s endorsement decision. The finding in that paragraph 83, to the effect that Articles 7 and 18 of that regulation do not confer on the SRB the power to adopt an act producing independent legal effects, covers only resolution schemes. It cannot, therefore, be inferred therefrom that the Court of Justice held that the SRB does not in any circumstances have the power to adopt an act producing independent legal effects (see, to that effect, judgment of 11 December 2025, ABLV Bank v SRB, C‑602/22 P, EU:C:2025:953, paragraphs 95 and 96).

118 In the light of those considerations, PNB Banka’s argument that the interpretation of Article 18 of Regulation No 806/2014 adopted by the General Court in the judgment under appeal has no basis in the wording of that provision must be rejected as unfounded.

119 It follows that the fourth ground of appeal must be rejected as being unfounded in part and inadmissible in part.

120 Since the four grounds of appeal put forward by PNB Banka have been rejected, the appeal must be dismissed in its entirety.

Costs

121 Under Article 184(2) of the Rules of Procedure of the Court of Justice, where the appeal is unfounded, the Court is to make a decision as to the costs.

122 Under Article 138(1) of those rules, applicable to the procedure on appeal by virtue of Article 184(1) thereof, the unsuccessful party is to be ordered to pay the costs if they have been applied for in the successful party’s pleadings.

123 Since the SRB and the ECB have applied for costs to be awarded against PNB Banka and the latter has been unsuccessful, PNB Banka must be ordered to bear its own costs and to pay those incurred by the SRB and the ECB.

On those grounds, the Court (Eighth Chamber) hereby:

1. Dismisses the appeal;

2. Orders PNB Bank AS to bear its own costs and to pay those incurred by the Single Resolution Board (SRB) and the European Central Bank (ECB).

Fenger

Rodin

Spineanu-Matei

Delivered in open court in Luxembourg on 5 November 2026.

V. Di Bucci

N. Fenger

Registrar

President of the Chamber

* Language of the case: English.