Saga Pure
Annual Report
2025
Annual Report 2025 Saga Pure ASA
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2025 Annual Report
BOARD OF DIRECTORS’ REPORT........................................................................................................................................................................................................ 3
CORPORATE GOVERNANCE ................................................................................................................................................................................................................ 6
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME ............................................................................................................................................ 14
CONSOLIDATED STATEMENT OF FINANCIAL POSITION ....................................................................................................................................................... 15
CONSOLIDATED CASH FLOW STATEMENT ................................................................................................................................................................................. 17
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ........................................................................................................................................................ 18
NOTES TO CONSOLIDATED FINANCIAL STATEMENT ............................................................................................................................................................. 19
RESPONSIBILITY STATEMENT ............................................................................................................................................................................................................ 37
PARENT COMPANY INCOME STATEMENT .................................................................................................................................................................................. 39
PARENT COMPANY STATEMENT OF FINANCIAL POSITION ................................................................................................................................................40
PARENT COMPANY CASH FLOW STATEMENT ........................................................................................................................................................................... 41
NOTES TO THE PARENT COMPANY FINANCIAL STATEMENT ............................................................................................................................................. 42
AUDITOR’S REPORT ............................................................................................................................................................................................................................... 50
Contents
Annual Report 2025 Saga Pure ASA
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Saga Pure is a holding company pursuing a broad strategy.
2025 HIGHLIGHTS
The Group has during the year invested in a 60%
stake in Vallhall Arena, a 58% stake in S.D. Standard
ETC plc and a 100% stake in Eilert Sundtsgate 39 AS,
owning the hotel Saga Hotel Oslo and hence
employed a large part of the Group’s capital.
Pursuant to the Company’s investment in S.D.
Standard ETC and a general reassessment of its
investment strategy, the Company assessed that it
meets the definition as an investment entity from
the second quarter of 2025. As a consequence, the
Company has as of the second quarter no longer
consolidated its subsidiaries, but measures them at
fair value. In connection with becoming an
investment entity the Company recorded a gain of
MNOK 0.6.
The Group has during the year decreased the
liquidity portfolio of short-term financial
investments. The level of investment was decreased
from MNOK 181, to MNOK 82.
The Group is cautious and selective in the search for
new investment opportunities.
FINANCIAL RESULTS 2025
(GROUP)
The Group reported a profit before tax for 2025 of
MNOK 8.3, compared to a profit of MNOK 3.0 in 2024.
Total operating income for 2025 was MNOK 28.2,
including net gain from financial investments of
MNOK 12.1, rental income from Vallhall in Q1 2025 of
MNOK 8.9 and interest revenue of MNOK 8.7. In 2024
the operating income was MNOK -19.4 which
constituted net loss from financial investments.
Total operating expenses for 2025 were MNOK 21.4,
including depreciation of MNOK 1.0. In 2024 the
operating expenses were MNOK 13.1 with no
depreciation.
Net operating profit for 2025 was MNOK 6.8,
compared to a loss of MNOK 32.4, in 2024.
Net financial items for 2025 were NOK 1.5 million
compared to MNOK 35.4 in 2024.
Basic- and Diluted Earnings per share for 2025 were
NOK 0.01 (2024: NOK 0.01), based on the net profit to
shareholders of MNOK 6.5 (2024: Net gain MNOK 3.0).
As of year-end, the Company had 4,819
shareholders and 674,878,423 shares outstanding.
The average number of shares outstanding
throughout the year was 521,864,724. The Company’s
20 largest shareholders controlled about 89.14 % of
the total number of shares outstanding at year-end.
LIQUIDITY AND CASH FLOW
The cash balance as of 31 December 2025 was MNOK
288.3, (2024: MNOK 644.1). The change in cash over
the year was MNOK -355.8 (2024: MNOK -52.0). Of the
change in cash in 2025, MNOK +119.3 was net
payment from share issue, MNOK -636.2 from
investment in subsidiaries, and MNOK 101. from net
financial investment.
FINANCIAL POSITION
As of 31 December 2025, the Group’s total assets
amounted to MNOK 1 138.7 (2024: MNOK 872.1). Total
equity to shareholders of parent company was
MNOK 1 129.5 (2024: MNOK 868.7).
It is the opinion of the Board of Directors that the
Group is in a sound financial position with an equity
ratio of about 99.2 % (2024: 99.6 %).
Please see further information described under the
Going Concern section.
RISK FACTORS
The Group is exposed to various risk factors, and the
most significant risk factors are considered to be
related to market risk, liquidity risk, credit risk and
legal risk.
BOARD OF DIRECTORS’ REPORT
Annual Report 2025 Saga Pure ASA
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Market risk
The Group's investments in shares and other
financial instruments expose the Group to market
risk in terms of equity price risk, whereby changes in
the market prices of the financial instruments that
the Group has invested in will impact net income or
the value of the financial instruments. The Group
moderates this risk through careful selection of
securities for investments.
Liquidity risk
Liquidity risk is the risk that the Group will not be able
to fulfill its financial obligations as they fall due. The
Group continuously monitors the liquidity
requirements in order to ensure sufficient cash for
meeting the operational needs.
Credit risk
The Group is exposed to credit risk, inherent in the
risk that the counterparty will be unable to pay
outstanding amounts in full when due. The Group is
exposed to credit risk through its short-term loans.
The Group assesses its counterpart’s solidity, and
the risk level is evaluated towards the return in form
of interest. This risk is also applicable to bank
deposits. The risk is limited through the use of
financial institutions with solid credit ratings for
bank deposits and settlement of transactions.
Credit risk associated with investments is
considered to be limited since investments are
mainly made in liquid securities with good
creditworthiness.
Legal risk
The Group is exposed to legal risk within what would
be expected for a listed company. This will include,
but not limited to, regulatory, compliance and
contractual risk. The Group is not aware of any
anomalies within this area.
Saga Pure manages these risk factors through
internal reporting and control procedures as well as
consulting with external advisors. The Group’s risk
factors are described more detailed in note 13.
HEALTH, SAFETY AND
ENVIRONMENT (HSE)
A good and safe working environment has been
given a high priority in Saga Pure. The Group’s goal
is to ensure that it operates in such a way that no
detrimental effects are made on either people or
the environment in which we operate. The Group’s
objective is to ensure safe and secure operations.
The business operates in compliance with national
and international requirements and regulations.
There have been no work-related accidents
resulting in sick leave during 2025.
Saga Pure aims to have a workplace free from
discrimination on the basis of gender, sex and race
in matters of salary, promotion and recruitment. At
year end the Company had three part time
employees of one under the notice period.
CORPORATE SOCIAL
RESPONSIBILITY
The Group has no formalized guidelines regarding
corporate responsibility. However, The Group is
constantly focused on conducting its business
through a sound Code of Ethics.
The Groups updated Transparency Report will be
published on the Groups website in June 2026.
FINANCIAL RESULTS OF
PARENT COMPANY
Saga Pure ASA (the Parent Company) reports a
net loss for 2025 of MNOK 1.0 (2024: net profit MNOK
3.0).
Total operating income for 2025 was MNOK 14.1,
including net gain on financial assets on MNOK 14.0
(2024 MNOK 0.5).
Total operating expenses for 2025 were MNOK 17.3.
(2024: MNOK 34.4, including net loss on financial
assets of MNOK 19.4).
Operating loss before interest, taxes, depreciation,
and amortization (EBITDA) for 2025 was MNOK 3.2
(2024: operating loss of MNOK 31.9).
Net financial items for 2025 were MNOK 2.2 (2024:
MNOK 34.9).
The Board of Directors proposes that the net loss for
2025 of MNOK 1.0. is attributed to accumulated
losses.
Annual Report 2025 Saga Pure ASA
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INVESTMENT IN SHARES
The investment in shares were made in accordance
with the broad strategy, and all major investments
are classified as Market shares except for the
investment in subsidiaries.
SUBSEQUENT EVENTS
Geopolitical situation in the Middle East
The Company has no direct operations or
investments in Iran. However the continuance and a
potential escalation or de-escalation of the war
may cause material impact on equity and assets
prices worldwide, which in turn may affect the
Company’s earnings and statement of financial
position.
The Company has in place systems and procedures
to maintain its status in the market and to stay alert
to changes in the marketplace in order to help
mitigate market risk.
References are made to note 21 for further
information
GOING CONCERN AND
DIVIDEND
The Group is currently in a sound position with a net
book equity ratio of 99.2 % and surplus liquidity
available.
The Board of Directors and the management have
substantial experience and competence within
general business and financial tasks such as M&A,
transactions, business development, and IPOs.
Saga Pure's goal is to give shareholders a
competitive return on invested capital over time.
This return will be achieved primarily through
increase in share price and dividends.
No suggestions on dividend are currently made by
the Board of Directors.
The consolidated financial statements have been
prepared in accordance with IFRS® Accounting
Standards (IFRS) as adopted by the EU, while the
financial statements for the parent company have
been prepared in accordance with the Norwegian
Generally Accepted Accounting Principles (NGAAP).
The Board of Directors confirms that these annual
accounts are based on the going concern
assumptions.
Oslo, 21 April 2026
The Board of Directors
Espen Landmark Fjermestad
Board Member
Henrik A. Christensen
Chairman
Kristin Hellebust
Board Member
Espen Lundaas
CEO
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1. Implementation and reporting on corporate governance
1.1. The board of directors (the "Board") must ensure that the Company implements sound corporate
governance.
1.2. The Board must provide a report on the Company's corporate governance in the director's report or in
a document that is referred to in the directors' report. The report on the Company's corporate
governance must cover every section of the Code of Practice.
1.3. If the Company does not fully comply with the Code of Practice, the Company must provide an
explanation of the reason for the deviation and what solution it has selected.
Saga Pure ASA ("Saga Pure" or the "Company", and together with its consolidated subsidiaries, the "Group") has
chosen to include the Board's report on corporate governance in the annual accounts.
The Board has decided that Saga Pure shall follow the Norwegian Code of Practice for Corporate Governance
issued on 28 August 2025 (the "Code of Practice"). The Board annually reviews and discusses the Code of Practice
and the Company’s implementation of corporate governance.
The Company has no deviations from the Code of Practice with regards to this section of the Code of Practice.
2. Business
2.1. The Company's articles of association should clearly describe the business that the Company shall
operate.
2.2. The Board should define clear objectives, strategies, and risk profiles for the Company’s business
activities such that the Company creates value for shareholders in a sustainable manner. When
carrying out this work, the Board should therefore take into account financial, social and environmental
considerations.
2.3. The Board should evaluate these objectives, strategies, and risk profiles at least yearly.
The business activities clause from the articles of association is investment, management, operation,
consultancy and other services within industry, energy, and similar business activities, including through
ownership and investments in other businesses.
The Company’s core objectives and strategies including financial, social and environmental considerations are
clearly stated in the Company’s annual report and yearly Transparency Report.
The Company has no deviations from the Code of Practice with regards to this section of the Code of Practice.
3. Equity and dividends
3.1. The Board should ensure that the Company has a capital structure that is appropriate to the Company’s
objective, strategy and risk profile.
3.2. The Board should establish and disclose a clear and predictable dividend policy.
3.3. The background to any proposal for the Board to be given a mandate to approve the distribution of
dividends should be explained.
3.4. Mandates granted to the Board to increase the Company’s share capital or to purchase own shares
should be intended for a defined purpose. Such mandates should be limited in time to no later than the
date of the next annual general meeting.
Equity
Saga Pure shall have equity suitable for the character of its operations. The Group’s consolidated equity as of 31
December 2025 amounted to NOK 1 129.5 million, and cash of NOK 288.3 million. The Board deems this to be
adequate for the Group’s strategy and risk profile.
Dividend policy
Saga Pure's goal is to give shareholders a competitive return on invested capital over time. This return will be
achieved primarily through increase in share price and dividends.
CORPORATE GOVERNANCE
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Authorization to increase the Company’s share capital
The Board is authorized to increase the share capital with a total par value of up to NOK 494,392.11, corresponding
to 49,439,211 shares which represents approximately 7.3% of the Company’s share capital, each share with a par
value of NOK 0.01. The shareholders preferential right to the new shares, cf. the Norwegian Public Limited Liability
Companies Act section 10-14, may be deviated from. The authorization was approved by an annual general
meeting in May 2024 and is valid for two years following the date of that general meeting. As a result, the
Company deviates from the Code of Practice in this respect as the authorization is valid for a longer period than
until the next annual general meeting.
The authorization may be used to provide the Company with financial flexibility, including but not limited to,
through issuance of shares in connection with investments, mergers and acquisitions. As the purpose of the
authorization is very broad, the Company deviates from the Code of Practice in this respect.
Authorization to repurchase own shares
The Board is authorized to purchase own shares with a par value of up to NOK 478,878.42, corresponding to
approximately 7.1% of the share capital at the time of authorization. The authorization was approved by an annual
general meeting in May 2024 and is valid for two years following the date of that general meeting. As a result, the
Company deviates from the Code of Practice in this respect as the authorization is valid for a longer period than
until the next annual general meeting.
Authorization to distribute dividends
The Board was granted an authorization to resolve dividend distributions at the annual general meeting in May
2025. The authorization is valid until the annual general meeting in 2026. The authorization is general in scope and
does not provide an explanation of how the authorization is based on the Company's dividend policy. As such,
the Company deviates from the Code of Practice in respect of the lacking explanation for the authorization.
Authorization to issue convertible bonds
The Company does not hold any authorization to issue convertible bonds.
The Company has no other deviations from the Code of Practice with regards to this section of the Code of
Practice.
4. Equal treatment of shareholders and transactions with close
associates
4.1. If the Board proposes to deviate from shareholders’ pre-emptive right in connection with capital
increases, the Board should specifically set out and justify the proposal. This applies both when the
capital increase is resolved by the general meeting and when a board authorisation is used. The
justification should be included in the stock exchange announcement that discloses the capital
increase. The justification should specifically state how the principle of equal treatment of shareholders
is safeguarded.
4.2. Any transactions the Company carries out in its own shares should be carried out either through the
stock exchange or at prevailing stock exchange prices if carried out in any other way. If there is limited
liquidity in the Company’s shares, the Company should consider other ways to ensure equal treatment
of all shareholders.
Waiver of pre-emption rights
The Company has issued new shares on two occasions during the period from the annual general meeting in
2025 and until the date of this Corporate Governance report, and the pre-emptive rights of the shareholders was
deviated from in the first private placement. The background for such deviation was to complete the private
placement towards a limited number of investors in an efficient manner that was in the common interest of the
Company and its shareholders, considering the current market conditions and the growth opportunities
available to the Company at that point. The private placement was structured to ensure that a market-based
subscription price was achieved. The second private placement was settled as payment in kind and represent
thus no deviation from the shareholders’ pre-emptive right to subscribe. The justifications for such deviation from
the pre-emption rights have been publicly disclosed.
Transactions in own shares
The Company’s shares are liquid. In the event of transactions in own shares the Board aims to comply with the
Code of Practice. The Company has not carried out any transactions in its own shares in the period since the
annual general meeting in 2025 and until the date of this Corporate Governance report.
Annual Report 2025 Saga Pure ASA
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The Company has no other deviations from the Code of Practice with regards to this section of the Code of
Practice.
5. Shares and negotiability
5.1. The Company should not limit any party’s ability to own, trade or vote for shares in the Company.
5.2. The Company should provide an account of any restrictions on owning, trading, or voting for shares in
the company.
The Company has no deviations from the Code of Practice with regards to this section of the Code of Practice.
6. General meetings
6.1. The Board should ensure that the Company’s shareholders can participate in the general meeting.
6.2. The Board should ensure that:
6.2.1. the resolutions and supporting information distributed are sufficiently detailed, comprehensive,
and specific to allow shareholders to form a view on all matters to be considered at the meeting
6.2.2. any deadline for shareholders to give notice of their intention to attend the meeting is set as close
to the date of the meeting as possible
6.2.3. the members of the Board and the chairman of the nomination committee attend the general
meeting
6.2.4. the general meeting is able to elect an independent chairman for the general meeting
6.2.5. the shareholders may vote on each of the proposals to be considered, including voting for
individual candidates in elections.
6.2.6. a person is appointed who can act as a proxy for the shareholders if advance voting is not
available.
Saga Pure follows the guidelines under clause 6 to the best of their ability. In the period since the annual general
meeting in 2025 and until the date of this Corporate Governance Report, one extraordinary general meeting has
been held, on 7 January 2026.
The Company has no deviations from the Code of Practice with regards to this section of the Code of Practice.
7. Nomination committee
7.1. The Company should have a nomination committee, and the nomination committee should be laid
down in the Company's articles of association. The nomination committee should propose candidates
for the board and the nomination committee, and remuneration for the members of these bodies. The
general meeting should stipulate guidelines for the duties of the nomination committee, elect the
chairperson and members of the nomination committee, and determine the committee’s
remuneration.
7.2. The nomination committee should have contact with shareholders, the Board and the Company's
executive personnel as part of its work on proposing candidates for election. Shareholders should be
informed about how they can propose candidates.
7.3. The members of the nomination committee should be selected to take into account the interests of
shareholders in general. The majority of the committee should be independent of the Board and the
executive personnel. The nomination committee should not include any executive personnel or any
member of the company's board of directors.
7.4. The nomination committee should justify why it is proposing each candidate separately.
7.5. The Company should provide information on the membership of the committee.
Eldar Paulsrud was elected to the nominating committee in the annual general meeting in 2025. Mr. Paulsrud was
in November 2025 appointed CFO of the Company and the Company thus therefore deviate with the Code of
Practice section 7.3. There have been no activities in the committee that highlights this deviation and a new
member will be elected on the annual general meeting in 2026.
The Company has no other deviations from the Code of Practice with regards to this section of the Code of
Practice.
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8. Board of directors: composition and independence
8.1. The composition of the Board should ensure that the Board can attend to the common interests of all
shareholders and meets the Company’s need for expertise, capacity and diversity. Attention should be
paid to ensuring that the Board can function effectively as a collegiate body.
8.2. The composition of the Board should ensure that it can operate independently of any special interests.
The majority of the shareholder-elected members of the Board should be independent of the
Company's executive personnel and material business contacts. At least two of the Board members
elected by shareholders should be independent of the Company's main shareholder(s).
8.3. The Board should not include executive personnel. If the Board does include members of the executive
personnel, the Company should provide an explanation for this and implement consequential
adjustments to the organisation of the work of the Board, including the use of Board committees to help
ensure more independent preparation of matters for discussion by the Board, cf. Section 9.
8.4. The general meeting (or the corporate assembly where appropriate) should elect the chairman of the
Board.
8.5. The term of office for members of the Board should not be longer than two years at a time.
8.6. The annual report should provide information to illustrate the expertise of the members of the Board,
and information on their record of attendance at Board meetings. In addition, the annual report should
identify which members are considered to be independent.
8.7. Members of the Board should be encouraged to own shares in the Company.
Members of the Board are presented in the Company’s annual report, and all of the Board members are
shareholder-elected. The members of the Board are not elected for more than 2 years and are hence in line with
the Code of Practice. The record of attendance can be found in the Company’s annual report.
Two of the members of the Board are independent of the Company's executive personnel and material business
contacts. All of the members of the Board are independent of the Company's main shareholders.
The Company has no deviations from the Code of Practice with regards to this section of the Code of Practice.
9. The work of the board of directors
9.1. The Board should issue instructions for its own work as well as for the executive management with
particular emphasis on clear internal allocation of responsibilities and duties.
9.2. These instructions should state how the Board and executive management shall handle agreements
with related parties, including whether an independent valuation must be obtained. The Board should
also present any such agreements in the annual report.
9.3. The Board should ensure that Board members and executive personnel make the Company aware of
any material interests that they may have in items to be considered by the Board.
9.4. In order to ensure a more independent consideration of matters of a material character in which the
chairman of the Board is, or has been, personally involved, the Board’s consideration of such matters
should be chaired by some other member of the Board.
9.5. The Board should adopt instructions for board committees.
9.6. The Public Companies Act stipulates that large companies must have an audit committee. The entire
Board should not act as the Company’s audit committee. Smaller companies should give consideration
to establishing an audit committee. In addition to the legal requirements on the composition of the
audit committee etc., the majority of the members of the committee should be independent.
9.7. The Board should also consider appointing a remuneration committee in order to help ensure thorough
and independent preparation of matters relating to compensation paid to the executive personnel.
Membership of such a committee should be restricted to Board members who are independent of the
Company’s executive personnel.
9.8. The Board should provide details in the annual report of any Board committees appointed.
9.9. The Board should evaluate its performance and expertise annually.
The procedures for the Board have been in effect since 14 May 2010. The instructions comprise the following items:
members of the Board, the Board’s duties and obligations, responsibilities and authority, Board meetings, the
group CEO’s duties and objectives, participation in Board meetings, procedures in meetings and minutes.
The chairman of the Board is responsible for the Board's work being carried out in an effective and proper manner
in accordance with the duties of the Board. The Group’s CEO is responsible for the Company’s executive
personnel. The Board has drawn up special instructions for the Group’s CEO.
The Board present information on agreements with related parties in a note to the annual accounts of the Group.
Annual Report 2025 Saga Pure ASA
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The Board shows particular diligence in connection with cases related to financial reporting and fees for the
executive personnel. In cases where Board committees are used, the purpose is case preparation where final
decisions are to be made by the Board.
The Board has assessed the need for a remuneration committee and decided that it is not currently necessary to
establish a remuneration committee. The Board fulfils the obligations and responsibilities applicable to audit
committees, cf. section 6-41 (2) of the Norwegian Public Limited Liability Companies Act.
The Company has no deviations from the Code of Practice with regards to this section of the Code of Practice.
10. Risk management and internal control
10.1. The Board must ensure that the Company has sound internal control and systems for risk management
that are appropriate in relation to the extent and nature of the Company’s activities
10.2. The Board should carry out an annual review of the Company’s most important areas of exposure to
risk and its internal control arrangements.
The Board has through the year regular thorough reviews of the most important risks of the Company with an
emphasis on financial risks.
The Board will present an annual review of the risk factors considered most material to the Company in the annual
report.
The Company has no deviations from the Code of Practice with regards to this section of the Code of Practice.
11. Remuneration of the board of directors
11.1. The remuneration of the Board should reflect the Board’s responsibility, expertise, time commitment
and the complexity of the Company’s activities.
11.2. The remuneration of the Board should not be linked to the Company’s performance. The Company
should not grant share options to members of its Board.
11.3. Members of the Board and/or companies with which they are associated should not take on specific
assignments for the Company in addition to their appointment as a member of the Board. If they do
nonetheless take on such assignments, this should be disclosed to the full Board. The remuneration for
such additional duties should be approved by the Board.
11.4. Any remuneration in addition to the normal directors’ fees should be specifically identified in the annual
report.
The Board members have not been granted any share options. Prior board member Øystein Stray Spetalen
previously owned Ferncliff Holding AS where he was employed which delivered high level strategic management
services to the Company. The services were terminated in July 2025, but constituted a deviation from point 11.3 up
to this point.
The Company has no other deviations from the Code of Practice with regards to this section of the Code of
Practice.
12. Remuneration of the executive personnel
12.1. The guidelines on the salary and other remuneration for executive personnel must be clear and easily
understandable, and they must contribute to the Company's commercial strategy, long-term interests,
and financial viability
12.2. The arrangements for salary and other remuneration of executive personnel should promote
alignment of interests between shareholders and executive personnel. The remuneration
arrangements should be simple and transparent, and address the criteria for goal attainment.
12.3. Performance-related remuneration should be subject to an absolute limit. Performance-related
remuneration should be based on measurable criteria that the executive personnel can influence
.
The annual general meeting approved guidelines for remuneration of leading personnel in 2021. The Company
has no deviation from the Code of Practice with regards to this section of the Code of Practice.
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13. Information and communications
13.1. The Board should disclose of financial and other information with due regard to the requirement of
equal treatment of participants in the securities market..
13.2. The Board should establish guidelines for the Company’s contact with shareholders other than through
general meetings.
Relevant information is presented in the form of press releases, in compliance with applicable law and stock
exchange regulations.
The Company’s financial calendar can be found on the Company’s website.
The Company has no deviations from the Code of Practice with regards to this section of the Code of Practice.
14. Take-overs
14.1. The Board should establish guiding principles for how it will act in the event of a take-over bid.
14.2. In a bid situation, the Company's Board and management have an independent responsibility to help
ensure that shareholders are treated equally, and that the Company's business activities are not
disrupted unnecessarily. The Board has a particular responsibility to ensure that shareholders are given
sufficient information and time to form a view of offer.
14.3. The Board should not hinder or obstruct take-over bids for the Company’s activities or shares.
14.4. Any agreement with the bidder that acts to limit the Company’s ability to arrange other bids for the
Company’s shares should only be entered into where it is self-evident that such an agreement is in the
common interest of the Company and its shareholders. This provision shall also apply to any
agreement on the payment of financial compensation to the bidder if the bid does not proceed. Any
financial compensation should be limited to the costs the bidder has incurred in making the bid.
14.5. Agreements entered into between the Company and the bidder that are material to the market's
evaluation of the bid should be publicly disclosed no later than at the same time as the announcement
that the bid will be made is published.
14.6. In the event of a take-over bid for the Company’s shares, the Company’s Board should not exercise
mandates or pass any resolutions with the intention of obstructing the take-over bid unless this is
approved by the general meeting following announcement of the bid.
14.7. If an offer is made for the Company’s shares, the Company's Board should issue a statement making a
recommendation as to whether shareholders should or should not accept the offer. The Board’s
statement on the offer should make it clear whether the view expressed are unanimous, and if this is not
the case it should explain the basis on which specific member of the Board have excluded themselves
from the Board’s statement. The Board should arrange a valuation from an independent expert. The
valuation should include an explanation and should be made public no later than at the time of the
public disclosure of the Board's statement.
14.8. Any transaction that is in effect a disposal of the Company’s activities should be decided by a general
meeting (or the corporate assembly where relevant).
The Company has set forth the corporate governance policy of the Company, which include certain provisions
related to take-over offers. No take-over offers has been presented for the shares of the Company for the period
from the annual general meeting in 2025 and until the date of this Corporate Governance Report.
The Company has no deviations from the Code of Practice with regards to this section of the Code of Practice.
15. Auditor
15.1. The Board should ensure that the auditor submits the main features of the plan for the audit of the
Company to the audit committee annually.
15.2. The Board or the audit committee should invite the auditor to meetings that deal with the annual
accounts. At the meetings, the chief executive officer should review any material changes in the
company’s accounting policies, the assessment of material accounting estimates, and, where
applicable, material matters related to the company’s sustainability reporting. The auditor should
comment on the chief executive officer’s review, and account for key matters of the audit and all
material matters on which there has been disagreement between the auditor and management.
15.3. The Board or the audit committee should at least once a year review with the auditor the systems for
internal control and risk management related to financial reporting as well as any deficiencies
identified by the auditor and proposals for improvements.
Annual Report 2025 Saga Pure ASA
12
15.4. The Board or the audit committee should establish guidelines in respect of the use of the auditor by the
Company’s executive management for services other than the audit.
The Board seeks to have close and open communication with the Company’s auditor. The Board obtains annual
confirmation that the auditor satisfies the independence and objectivity requirements pursuant to the Auditors
Act. The main features of the auditor’s planned work are presented to the Board once a year.
The auditors have and will continue to present its audit plan during the autumn, as well as being present in
selected quarterly Board meeting and being present in the Board meeting that approve the annual report.
The Board will have meetings with the auditors without the management present to review the auditor’s report on
their view on the Company’s accounting principles, risk areas and internal control procedures.
The Board plans to advice the annual general meeting about the remuneration of the auditors, and the auditor’s
fee is divided between auditing and other services as explained in the relevant notes in the annual report.
Auditors work beyond auditing is explained in the Company’s procedures and the annual report for 2025.
The Board has currently not deemed it expedient to establish guidelines in respect of the use of the auditor by the
Company's executive management for services other than the audit, and deviates from the Code of Practice in
this respect. However, formal procedures for pre-approval of non-audit services are implemented. The Company
has no other deviations from the Code of Practice with regards to this section of the Code of Practice.
16. Diversity and equal opportunities
The Company has not established any guidelines for equality and diversity, as the Company has a relatively small
number of employees. The Company is considerate of the value of increased diversity when working with existing
investments and in identifying new potential investments, and will, going forward, assess when it is appropriate
to formalize guidelines for equality and diversity.
Annual Report 2025 Saga Pure ASA
13
Annual Report 2025 Saga Pure ASA
CONSOLIDATED STATEMENT OF
COMPREHENSIVE INCOME
For the period 01.01. – 31.12.
| NOK 1000 | Note | 2025 | 2024 |
Operating income | |||
Net gain/loss from financial assets and liabilities at fair value through profit | |||
or loss (-) | 3,4 | - | |
Net gain on transition to investment entity | 3,9 | ||
Rental revenue | 3,5 | ||
Interest revenue | 3 | ||
Net foreign exchange gain/loss (-) | 3 | - | |
Total operating income | - | ||
Operating expenses | |||
Employee benefit expenses | 6 | ||
Depreciation | 7 | ||
Other operating expenses | 6 | ||
Total operating expenses | |||
Net operating profit/loss (-) | - | ||
Financial income/expenses (-) | |||
| Interest income | | | |
| Interest expense | - | - | |
| Net foreign exchange gain/loss (-) | - | | |
Other financial items | - | ||
Net financial income/expenses (-) | |||
Net profit before tax | |||
Taxes | 8 | | |
Net profit/loss for the year (-) | |||
| Items that may be subsequently reclassified to profit or loss | |||
Other comprehensive income | |||
Total comprehensive income | |||
Attributable to: | |||
Non-controlling interests | |||
Shareholders’ interest | |||
Basic earnings per share NOK | 16 | ||
Diluted earnings per share NOK | 16 | ||
| Average number of shares in the period | | | |
| Number of shares outstanding at period end | | | |
| The notes on pages 19 to 36 are an integral part of these consolidated financial statements. |
14
Annual Report 2025 Saga Pure ASA
| NOK 1000 | Note | 31 Dec 2025 | 31 Dec 2024 |
ASSETS | |||
| Financial assets at fair value through profit or loss | |||
Investment in subsidiaries | 4,9,10 | ||
Equity instruments | 4,10 | ||
Debt instruments | 4,10 | ||
Funds and similar securities | 4,10 | ||
Total financial assets at fair value through profit or loss | |||
Trade and other receivables | 11 | ||
Cash and equivalents | 12,13 | ||
Total assets | |||
| 15 |
The notes on pages 19 to 36 are an integral part of these consolidated financial statements
CONSOLIDATED STATEMENT OF FINANCIAL
POSITION
Annual Report 2025 Saga Pure ASA
16
NOK 1000
Note
31 Dec 2025 | 31 Dec 2024 | ||
LIABILITIES | |||
Tax payable | 8 | ||
Trade and other payables | |||
Other liabilities and accruals | 14,17 | ||
Total liabilities | |||
EQUITY | |||
Share capital | 15,17 | ||
Other paid in equity | 15,17 | ||
Total paid-in-capital | |||
Accumulated losses | - | - | |
Total equity | |||
Total equity and liabilities | |||
| The notes on pages 19 to 36 are an integral part of these consolidated financial statements. |
Oslo, 21 April 2026
The Board of Directors
Espen Landmark Fjermestad
Board Member
Henrik A. Christensen
Chairman
Kristin Hellebust
Board Member
Espen Lundaas
CEO
CONSOLIDATED STATEMENT OF FINANCIAL
POSITION (CONTINUED)
Annual Report 2025 Saga Pure ASA
17
For the period 01.01. – 31.12.
| NOK 1000 | Note | 2025 | 2024 |
Net profit before tax | |||
Depreciation | 7 | ||
Interest income | - | ||
Interest expense | |||
Net loss/gain from financial investments (-) | 3,4 | - | |
Net gain on transition to investment entity | 3,9 | - | |
Net divestment/investment trading (-) | - | ||
Increase/decrease receivables and prepayments (-) | |||
Increase/decrease payables and accruals (-) | - | ||
| Short-term loan | |||
Interest received | - | ||
Interest paid | - | ||
Net cash flow from operating activities | - | ||
Divestment in associates | |||
Net cash effect acquisition of subsidiary | - | ||
Cash impact of deconsolidation | - | ||
Investment in subsidiaries as investment entity | 9 | - | |
Net cash flow from investing activities | - | ||
Share issue – gross | 15 | ||
Share issue – costs | 15 | - | |
Repayment on long term borrowing | - | ||
Net cash flow from financing activities | |||
Net change in cash and cash equivalents | - | - | |
Cash and equivalents at beginning of period | |||
Cash and equivalents at end of period | |||
| The notes on pages 19 to 36 are an integral part of these consolidated financial statements. |
CONSOLIDATED CASH FLOW STATEMENT
Annual Report 2025 Saga Pure ASA
18
2025
Paid in capital
Other capital | Total | ||||
| NOK 1000 | Share capital | Other paid in | Accumulated Non-controlling | ||
capital | interests | losses | |||
Equity as of 1 January 2025 | - | ||||
Net profit/(-loss) | | | |||
Total comprehensive income | |||||
Minority-interest at acquisition | |||||
Minority-interest at derecognition | - | - | |||
Share issue | |||||
Share issue costs | - | | - | ||
Equity per ending balance 31 December 2025 | - | ||||
2024 |
Paid in capital
Other capital
Total
| NOK 1000 | Share capital | Other paid in | Accumulated | |
capital | losses | |||
Equity as of 1 January 2024 | - | |||
Net profit/(-loss) | | | ||
Total comprehensive income | ||||
Equity per ending balance 31 December 2024 | - |
The notes on pages 19 to 34 are an integral part of these consolidated financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN
EQUITY
Annual Report 2025 Saga Pure ASA
NOTES TO CONSOLIDATED FINANCIAL
STATEMENT
19
Annual Report 2025 Saga Pure ASA
20
• Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
• Level 3: Inputs for the asset or liability that are not based on observable market data (that is, unobservable
Annual Report 2025 Saga Pure ASA
21
Annual Report 2025 Saga Pure ASA
• Property Arena: 50–67 years
• Groundwork on land: no depreciation
• Equipment: 5–12 years
22
Annual Report 2025 Saga Pure ASA
23
Non-current assets by geographical location | ||
NOK 1000 | 2025 | 2024 |
Norway | 198 943 | - |
Cyprus | 569 340 | - |
USA | 745 | 1 095 |
Total | 769 028 | 1 095 |
Annual Report 2025 Saga Pure ASA
24
Classes of assets within financial assets at fair value through profit or loss | 31 Dec 2025 | 31 Dec 2024 |
Investment in subsidiaries | 768 283 | - |
Equity instruments | ||
Listed equity securities | 81 272 | 131 872 |
Debt instruments | ||
Listed bonds | - | 24 173 |
Funds and similar securities | ||
Listed funds | - | 23 876 |
Unlisted funds | 744 | 1 095 |
Total | 850 300 | 181 016 |
| NOK 1000 | 2025 | 2024 |
| Realized financial assets | 12 765 | 5 818 |
Net fair value adjustment equity instruments, debt instruments, funds and similar securities and derivative financial instruments | 1 221 | -25 187 |
Net fair value adjustment subsidiaries | -2 464 | - |
Net gain/(loss) from financial assets | 11 522 | -19 369 |
Note 5 –Purchase Price Allocation
The Group acquired Vallhall in a business combination as of 1 January 2025 and has prepared a purchase price allocation,
whereas identifiable assets and liabilities were recognised at fair value at the time of take-over. This includes 100% of the
assets and liabilities in Vallhall, not limited to the 60% share as acquired by the Group. The Group chose to reinvest in
Vallhall following the divesture of all renewable investments. Vallhall is centrally located in Helsfyr, Oslo, and has a
capacity of up to 15,000 people. Valhall generates income from multiple sources, including rental fees for football
activities, hosting various events, and revenue from commercial properties and parking facilities associated with the
arena.
The total value of Vallhall, i.e. “Enterprise value», as based on the transaction, was set to 110 million and the final cash
consideration was 52.4 million. No contingent consideration. The Group concluded that the transaction constituted a
business combination, as Vallhall had both inputs, processes performed by its own employees and outputs. Vallhall
consists of Vallhall Fotballhall KS, Vallhall Fotballhall Drift AS and Vallhall Fotballhall AS which are interrelated and hence
treated and measured as one. The below table summarizes recognized amounts of assets acquired and liabilities
assumed at the acquisition date:
Purchase price allocation | Fair-value 1 Jan 2025 |
| NOK 1000 | |
Assets | |
Property - Arena | 111 336 |
Equipment | 3 924 |
Groundwork on land | 199 |
Intangible assets – Goodwill ** | 4 648 |
Total fixed assets | 120 108 |
Trade and other receivables* | 1 377 |
Cash and cash equivalents | 2 151 |
Total current assets | 3 528 |
Total assets | 123 636 |
Fair-value 1 Jan 2025 |
Annual Report 2025 Saga Pure ASA
25
Equity majority | 52 410 |
Equity minority | 35 311 |
Long term debt | 24 000 |
Deferred tax | 9 970 |
Current liabilities | 1 945 |
Total Equity and Liabilities | 123 636 |
* The fair value of trade receivables amounts to 0.6 million, which is also the gross contractual amounts. The best estimate
of contractual cash flows not expected to be collected is zero.
** Goodwill consists of the deviation between the nominal value and fair value of deferred tax at the acquisition date.
From the acquisition 1 January 2025 and until Vallhall was derecognised as a subsidiary from the start of Q2 2025 it has
contributed revenue of 8.9 million and a net profit of 4.6 million, whereas 2.7 million allocated to shareholders’ interest.
In the second quarter of 2025, the Company assesses that it should be classified as an investment entity, and the net
assets of Vallhall were derecognised and recognized as an investment at fair value through profit and loss.
| Remuneration to the Board of Directors and executive management | |||||||
2025 | |||||||
NOK 1000 | |||||||
Name | Position | Salary | Bonus | Vesting options | Other benefit | Pension cost | Director’s fee |
Espen Lundaas | CEO | 1 594 | 1 600 | - | 17 | 15 | - |
Tore Jakob Berg | CFO | 1 145 | - | - | 13 | 16 | - |
Eldar Paulsrud | CFO | - | - | - | - | - | - |
Martin Nes | Chairman* | - | - | - | - | - | 99 |
Henrik A. Christensen | Chairman** | 150 | |||||
Øystein Stray Spetalen | Board member* | - | - | - | - | - | 79 |
Kristin Hellebust | Board member | 199 | |||||
Espen L. Fjermestad | Board member** | - | - | - | - | - | 120 |
Total remuneration | 2 740 | 1 600 | - | 30 | 31 | 648 |
Annual Report 2025 Saga Pure ASA
26
NOK 1000 | |||||||
Name | Position | Salary | Bonus | Vesting options | Other benefit | Pension cost | Director’s fee |
Espen Lundaas | CEO | 1 595 | - | - | 14 | 16 | - |
Tore Jakob Berg | CFO | 638 | - | - | 9 | 14 | - |
Martin Nes | Chairman | - | - | - | - | - | 250 |
Øystein Stray Spetalen | Board member | - | - | - | - | - | 200 |
Kristin Hellebust | Board member*** | - | - | - | - | - | 117 |
Yvonne Litsheim Sandvold | Board member*** | - | - | - | - | - | 83 |
Total remuneration | 2 232 | - | - | 23 | 30 | 650 |
* Resigned at the annual general meeting in 2025
** Elected at the annual general meeting in 2025
*** In May 2024, Yvonne Litsheim Sandvold left the Board and was replaced with Kristin Hellebust.
The Group had no outstanding loans or guarantees in favour of any member of the Board of Directors or company
management in 2025.
Stock options program to Board members and Company employees
No stock options or right to stock options are held by members of the board of directors on 31 December 2025. Reference
is made to note 18 for further information regarding the equity settled option and share program towards certain former
employees.
| Audit Fees | ||
| NOK 1000 | 2025 | 2024 |
Audit fees including VAT | ||
Audit services | 873 | 876 |
Other attestation services | 336 | 216 |
Tax services | - | - |
Other non-audit services | 25 | 25 |
Total | 1 234 | 1 116 |
| Fees to the Group’s auditors are included in administrative expenses. |
Fixed assets and intangible assets | Property | Groundwork | Equipment | Technical | |
Goodwill | Total | ||||
| NOK 1000 | Arena | on land | |||
Costs | |||||
Acquisition cost, 31 December 2024 | - | - | - | - | - |
Acquisition Vallhall* | 111 336 | 199 | 3 925 | 4 648 | 120 108 |
Derecognition – Investment entity | -111 336 | - 199 | -3 925 | -4 648 | -120 108 |
Acquisition cost, ending balance 31 December 2025 | - | - | - | - | - |
Depreciation | |||||
Accumulated depreciation 31 December 2024 | - | - | - | - | - |
| Depreciation 2025 | -965 | - | -43 | - | -1 008 |
| Derecognition – Investment entity | 965 | - | 43 | - | 1 008 |
Accumulated depreciation, ending balance 31 December 2025 | - | - | - | - | - |
Net carrying amount, ending balance 31 December 2025 | - | - | - | - | - |
Annual Report 2025 Saga Pure ASA
27
| NOK 1000 | 2025 | 2024 |
Current tax expense | - | - |
Deferred tax expense | -43 | - |
Tax expense | -43 | - |
Reconciliation of tax expenses | ||
Net profit before tax | 8 222 | 2 971 |
Tax expense based on nominal tax rate of 22% | 1 809 | 654 |
Permanent differences* | -2 505 | 3 138 |
Change in not recognized deferred tax assets | 653 | -3 792 |
Tax expense | -43 | - |
Reconciliation of deferred tax (-)/deferred tax assets | ||
Fixed and other assets | - | - |
Payables | - | - |
Tax loss carried forward** | 136 973 | 129 368 |
Basis for deferred tax (-)/deferred tax assets | 136 973 | 129 368 |
Deferred tax assets (22%) | 30 134 | 28 461 |
| Net deferred tax assets not recognized | 30 134 | 28 461 |
Deferred tax (-)/deferred tax assets in the balance sheet | - | - |
| Changes to investment in subsidiaries | ||
| NOK 1000 | 31.12.2025 | 31.12.2024 |
Balance as 1 January | - | - |
Additions | 770 318 | - |
Sales | - | - |
Changes in fair value | -2 035 | - |
Balance at the end of the year | 768 283 | - |
| Investment in subsidiaries | ||
| NOK 1000 | 31.12.2025 | 31.12.2024 |
Vallhall Arena* | 59 913 | - |
Bravo Opportunities AS | 4 030 | - |
Eilert Sundtsgate 39 AS** | 135 000 | - |
S.D. Standard ETC Plc*** | 569 340 | - |
Investment in subsidiaries at fair value | 768 283 | - |
Annual Report 2025 Saga Pure ASA
28
| Summary of unconsolidated subsidiaries | |||
Principle place of business | Proportion of ownership and voting rights | ||
31.12.2025 | 31.12.2024 | ||
| Vallhall Arena* | Norway | 60 % | - |
| Bravo Opportunities AS | Norway | 100 % | - |
| Eilert Sundtsgate 39 AS** | Norway | 100 % | - |
| S.D. Standard ETC Plc | Cyprus | 58 % | - |
2025 | |||
| NOK 1000 | Carrying amount | Fair value | Fair value hierarchy |
Loans and receivables | |||
Cash and cash equivalents | 288 257 | 288 257 | 1 |
Other current assets | 136 | 136 | 2 |
Investments | |||
Financial assets at fair value through profit or loss | 850 300 | 850 300 | 1, 2 & 3 |
Other financial liabilities | |||
Trade payables | 1 253 | 1 253 | 2 |
Other current liabilities | 7 974 | 7 974 | 2 |
2024 | |||
| NOK 1000 | Carrying amount | Fair value | Fair value hierarchy |
Loans and receivables | |||
Cash and cash equivalents | 644 054 | 644 054 | 1 |
Other current assets | 47 038 | 47 038 | 1 & 2 |
Investments | |||
Financial assets at fair value through profit or loss | 181 016 | 181 016 | 1 & 2 |
Other financial liabilities | |||
Trade payables | 451 | 451 | 2 |
Other current liabilities | 2 981 | 2 981 2 |
• Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).
• Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly
Annual Report 2025 Saga Pure ASA
29
• Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level
| NOK 1000 | ||
Information on valuation methods and significant inputs – Level 3 | ||||
| NOK 1000 | Fair | |||
Description | Valuation technique* | Significant inputs | Range | Valu |
Income | 7.75% - 8.75% | e | ||
Vallhall Arena | capitalization** | Property specific real return requirement (Yield) | (8.25%) | 59 913 |
Eilert Sundtsgate 39 AS | Income capitalization*** | Market rent in % of room revenue | 30-40% (34 %) | 135 |
Yield on net market rent | 5% | 000 | ||
Bravo Opportunities AS | NAV**** | 4 030 |
Sensitivity analysis to changes in significant inputs – Level 3 | |||
| NOK 1000 | Effect on fair | ||
Description | Significant inputs | Sensitivity used* | |
value | |||
Vallhall Arena | Property specific real return requirement (Yield) | 10% | 5 752 |
Eilert Sundtsgate 39 AS | Market rent in % of room revenue | 3% | 4 327 |
| Yield on net market rent | 5% | 5 260 |
Annual Report 2025 Saga Pure ASA
30
| NOK 1000 | 31 Dec 2025 | 31 Dec 2024 |
Other receivables | 11 | 11 |
Collateral for trading and receivable from broker | - | 45 353 |
Prepayments | 125 | 477 |
Accrued interests | - | 1 198 |
Total trade and other receivables | 136 | 47 038 |
| NOK 1000 | 31 Dec 2025 | 31 Dec 2024 |
US Dollars* | -46 171 | -28 999 |
GB Pounds* | 1 | 1 |
Euro* | 5 852 | -2 896 |
Danish kroner* | -5 375 | -2 647 |
Norwegian kroner* | 333 949 | 678 595 |
Total cash and cash equivalents | 288 257 | 644 054 |
Restricted cash | ||
Employee tax accounts | 1 196 | 413 |
| All cash deposits are held in financial institutions with a long-term credit rating of minimum AA- according to Standard & |
Annual Report 2025 Saga Pure ASA
31
| NOK 1000 | ||
Effect on profit & loss if USD strengthened/weakened by 1 % versus NOK per | ||
year end 2025 | USD/NOK +1% | USD/NOK -1% |
Agio/(Disagio) | -461 | 461 |
Net profit from financial investments/(loss) | 403 | -403 |
Total | -58 | 58 |
NOK 1000 | |||
Counterparty | Rating | Geographical segment | 2025 |
Cash and cash equivalents | |||
DNB | AA- | Norway | 255 800 |
SEB | AA- | Sweden | 32 457 |
Total | 288 257 |
Annual Report 2025 Saga Pure ASA
32
NOK 1000 | 31 Dec 2025 | 31 Dec 2024 |
Public duties payable | 1 478 | 514 |
Other current liabilities | 6 496 | 2 467 |
Total other liabilities and accruals | 7 974 | 2 981 |
2024 | |||
| NOK 1000 | Number of shares | Share capital | Other paid in capital |
Opening balance 01.01.2024 | 484 878 423 | 4 849 | 1 079 616 |
Ending balance 31.12.2024 | 484 878 423 | 4 849 | 1 079 616 |
| Overview of the largest shareholders as per 31 December 2025 | |||
Name | Shares | Of total shares | |
1 | Tycoon Industrier AS | 156 210 055 | 23,15 % |
2 | Øystein Stray Spetalen | 134 657 171 | 19,95 % |
| 3 | Ferncliff Property AS | 100 000 000 | 14,82 % |
4 | Sss AS | 86 420 900 | 12,81 % |
5 | Jss Capital Management AS | 86 420 899 | 12,81 % |
6 | Clearstream Banking S.A. | 8 101 057 | 1,20 % |
7 | Jaras Invest AS | 4 672 874 | 0,69 % |
8 | Tonor Holding AS | 3 000 000 | 0,44 % |
9 | Terje Bakken | 2 702 582 | 0,40 % |
| 10 | Hege Bakken | 2 482 677 | 0,37 % |
11 | Momentum Invest AS | 2 227 500 | 0,33 % |
12 | Spar Kapital Investor AS | 2 000 000 | 0,30 % |
13 | Steinar Grønland | 1 992 197 | 0,30 % |
14 | Nordnet Livsforsikring AS | 1 927 000 | 0,29 % |
15 | Espeland Holding AS | 1 900 100 | 0,28 % |
16 | Kristen Rydland | 1 700 000 | 0,25 % |
17 | Jan Andre Øksnevad Voll | 1 650 000 | 0,24 % |
18 | Patagonia Invest AS | 1 391 235 | 0,21 % |
19 | Nemeth Finans AS | 1 125 000 | 0,17 % |
20 | Nordnet Bank AB | 1 006 772 | 0,15 % |
Total | |||
| 601 588 019 | 89,14 % | ||
Total outstanding shares | 674 878 423 | 100,00 % |
Annual Report 2025 Saga Pure ASA
33
2024 | # of Shares |
Board of Directors | |
Martin Nes (1) (Chairman) | 2 300 000 |
Øystein Stray Spetalen (2) | 235 806 953 |
Group Management | |
Espen Lundaas (3) , CEO | 2 300 000 |
Tore Jakob Berg, CFO | 566 979 |
Total number of shares held by Board members, Group management and related parties | 240 973 932 |
Total number of shares held by Board members, Group management and related parties | |
in % of total outstanding shares |
Note 16 – Earnings Per Share
Basic earnings per share are calculated by dividing net profit for the year attributable to ordinary equity holders by the
weighted average number of ordinary shares outstanding during the year, excluding ordinary shares purchased by the
company and held as treasury shares. The company held no such treasury shares as of 31 December 2025.
Diluted earnings per share are calculated by dividing the net profit attributable to ordinary equity holders by the weighted
average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares
that would be issued on the conversion of all dilutive potential ordinary shares to ordinary shares. Net loss will not be
attributed to dilutive shares, hence diluted loss per share will be equal to loss per basic shares. Dilutive shares related to
option program for certain employees, see note 18.
| Number of shares | ||
| NOK 1000 | 2025 | 2024 |
Net profit/(-loss) attributable to the shareholders | 6 476 | 2 971 |
Number of shares | ||
Weighted average number of ordinary shares outstanding | 521 864 724 | 484 878 423 |
Weighted average number of shares outstanding, diluted | 521 864 724 | 485 878 423 |
Number of shares outstanding at period end | 674 878 423 | 484 878 423 |
| NOK per share | ||
Basic diluted earnings/(-loss) per share | 0.01 | 0.01 |
Diluted earnings/(-loss) per share | 0.01 | 0.01 |
Annual Report 2025 Saga Pure ASA
34
Note 17 – Related Parties
| Related Party Transactions | ||||||
2025 | Sales | |||||
Business | Contribution | to/interest | Purchase | Amounts | Amounts | |
combination | in kind | from | from | owed by | owed to | |
related | related | related | related | |||
| NOK 1000 | parties | parties | parties | parties | ||
| Tycoon Industrier AS* | 52 410 | - | - | 2 009 | - | 167 |
| Ferncliff Property AS* | - | 135 000 | - | - | - | - |
| Ferncliff Holding AS* | - | - | - | 1 750 | - | - |
| Bravo Opportunities AS** | - | - | 68 | - | - | 3 833 |
Total | 52 410 | 135 000 | 68 | 3 759 | - | 4 000 |
* Entities directly or indirectly controlled by major shareholders in the Company.
** Subsidiary of Saga Pure ASA
The related party transactions include a lease agreement for office premises and associated office costs with Tycoon
Industrier AS, which holds a 23.15% ownership interest in the Company. Related office costs are based on the allocation of
external costs with a mark-up of 5 per cent. The Company has paid a total of NOK 0.5 million for office rent and NOK 1.2
million for related office costs in 2025. The Company has also received back-office support from Tycoon Industrier AS and
has paid a total of NOK 0.3 million for such services in 2025. The Company also acquired Vallhall in a business combination
as of 1 January 2025 from Tycoon Industrier AS. See note 5 for more information.
The Company received high level/strategic management services from Ferncliff Holding AS, which holds an indirect
ownership interest of 37.96% through Tycoon Industrier AS and Ferncliff Property AS, which is 100% owned by Ferncliff TIH
AS, which again is 100% owned by Ferncliff Holding AS, until the agreement was terminated in July 2025.
The Company has during 2025 received a short-term loan from Bravo Opportunities AS, a 100% subsidiary, on which
interests have been accrued, based on 3-months NIBOR + 150bps.
In December 2025, to further strengthen the Company’s investment in real estate, the Company performed a capital
increase as a contribution in kind of 100% of the shares in Eilert Sundtsgate 39 AS, and the NOK 54.2 million receivable
towards Eilert Sundtsgate 39 AS from Ferncliff Property. The receivable towards Eilert Sundtsgate 39 AS have been
converted to equity after the balance sheet date. Ferncliff Property AS is ultimately owned by Jenny Stray Spetalen and
Sophie Stray Spetalen, who are shareholders in the Company through their relevant investment companies, JSS Capital
Management AS and SSS AS. In addition, they are the ultimate owners of Tycoon Industrier AS, the largest shareholder in
the Company.
2024 | Sales | Amounts | Amounts | |
to/interest | Purchase | owed by | owed to | |
from related | from related | related | related | |
| NOK 1000 | parties | parties | parties | parties |
Tycoon Industrier AS* | - | 1 887 | - | - |
Ferncliff Holding AS* | - | 3 009 | 250 | - |
Ferncliff Opportunities AS* | 1 283 | - | - | - |
Total | 1 283 | 4 897 | 250 | - |
* Entities directly or indirectly controlled by the Company’s largest shareholder Øystein Stray Spetalen, which also was represented in the
Board of Director’s at that time.
| Expenses recognised for employee service received during the year: | ||
| NOK 1000 | 2025 | 2024 |
| Expenses arising from equity-settled share-based payment transactions | - | - |
| Social security reserves for equity-settled share-based payment transactions* | - | - |
Total expense arising from share-based payment transactions | - | - |
Annual Report 2025 Saga Pure ASA
35
| Movements during the year: | ||||
2025 | 2025 | 2024 | 2024 | |
Number | WAEP | Number | WAEP* | |
| Outstanding on 1 January | 1 000 000 | 2.20 | 3 500 000 | 2.74 |
| Granted during the year | - | - | - | - |
| Forfeited during the year | - | - | - | - |
| Exercised during the year | - | - | - | - |
Expired during the year | 1 000 000 | 2.20 | 2 500 000 | 2.96 |
Outstanding on 31 December | - | - | 1 000 000 | 2.20 |
| Exercisable on 31 December | - | - | 1 000 000 | 2.20 |
* Weighted average exercise price is calculated by dividing total potential proceeds from outstanding options, divided by number of
outstanding options.
Note 19 – Maturity analysis of assets and liabilities
The table below shows an analysis of assets and liabilities according to when they are expected to be recovered or settled
respectively:
2025 | Within 12 | After 12 | |
| NOK 1000 | months | months | Total |
Assets | |||
Investment in subsidiaries | - | 768 283 | 768 283 |
Equity instruments | 81 272 | - | 81 272 |
Funds and similar securities | - | 745 | 745 |
Trade and other receivables | 136 | - | 136 |
Cash and equivalents | 288 257 | - | 288 257 |
Total assets | 369 665 | 769 028 | 1 138 693 |
Liabilities | |||
Trade and other payables | 1 253 | - | 1 253 |
Other liabilities and accruals | 7 974 | - | 7 974 |
Total liabilities | 9 227 | - | 9 227 |
2024 | Within 12 | After 12 | |
| NOK 1000 | months | months | Total |
Assets | |||
Equity instruments | 131 872 | - | 131 872 |
Debt instruments | 24 173 | - | 24 173 |
Funds and similar securities | 23 876 | 1 095 | 24 971 |
Trade and other receivables | 47 038 | - | 47 038 |
Cash and equivalents | 644 054 | - | 644 054 |
Total assets | 871 014 | 1 095 | 872 109 |
Liabilities | |||
Trade and other payables | 451 | - | 451 |
Other liabilities and accruals | 2 981 | - | 2 981 |
Total liabilities | 3 432 | - | 3 432 |
Annual Report 2025 Saga Pure ASA
36
Note 20 – Dividends Paid and Proposed
The group has not distributed dividend in 2025. The board of Directors has decided not to distribute any dividends in 2026
based on the financial year of 2025.
Annual Report 2025 Saga Pure ASA
37
We confirm, to the best of our knowledge, that the financial statements for the period from 1 January 2025 to 31 December
2025 have been prepared in accordance with the applicable accounting standards and give a true and fair view of the
Group and the Company’s consolidated assets, liabilities, financial position and results of operations. Furthermore, we
confirm that the Report of the Board provides a true and fair view of the development and performance of the business
and the position of the Group and the Company, together with a description of the key risks and uncertainty factors that
the Group is facing.
Oslo, 21 April 2026
The Board of Directors
Espen Landmark Fjermestad
Board Member
Henrik A. Christensen
Chairman
Kristin Hellebust
Board Member
Espen Lundaas
CEO
RESPONSIBILITY STATEMENT
Annual Report 2025 Saga Pure ASA
38
Saga Pure ASA Parent Company
Financial Statements 2025
Annual Report 2025 Saga Pure ASA
39
For the period 01.01. – 31.12.
NOK 1000
Note
2025
2024
Operating income
Net gain on financial assets 9 13 986 -
Income from subsidiaries 5 134 452
Total operating income
14 120
452
Operating expenses
Net loss on financial assets - 19 369
Employee benefit expenses 2 5 884 3 445
Other operating expenses 2 11 403 9 547
Total operating expenses
17 287
32 361
Net operating profit/loss (-)
-3 167
-31 910
Financial income/expenses (-)
Interest income
17 642
38 092
Interest expense
-3 283
-6 391
Impairment of financial assets 5 -6 825 -
Net foreign exchange gain/loss (-)
-2 798
3 195
Other financial income/expenses (-) -2 580 5
Net financial income/expenses (-)
2 156
34 902
Net profit before tax
-1 011
2 992
Taxes 3 -
-
Net profit/loss (-) for the year
-1 011
2 992
Attributable to
Accumulated losses
-1 011
2 992
PARENT COMPANY INCOME STATEMENT
Annual Report 2025 Saga Pure ASA
40
NOK 1000
Note
31 Dec 2025
31 Dec 2024
ASSETS
Non-current assets
Shares in subsidiaries 5 706 610 4 000
Total non-current assets
706 610
4 000
Current assets
Intercompany receivables
4,10
54 170 8 767
Receivables
- 46 652
Other current assets 136 477
Market shares
9
82 017
181 016
Cash and cash-equivalents 6 288 257 631 156
Total current assets
424 580
868 068
Total assets
1 131 190
872 068
EQUITY AND LIABILITIES
Equity
Share capital 7 6 749 4 849
Other paid in equity 7 1 334 677 1 082 264
Total paid-in-capital
1 341 426
1 087 113
Accumulated losses 7 -219 463 -218 452
Total equity
1 121 963
866 660
LIABILITIES
Current liabilities
Intercompany payables 4,10 3 833 -
Trade and other payables
1 253 451
Public duties payable 1 478 514
Other current liabilities 2 663 2 442
Total current liabilities
9 227
3 407
Total liabilities
9 227
3 407
Total equites and liabilities
1 131 190
872 068
Oslo, 21 April 2026
The Board of Directors
Espen Landmark Fjermestad
Board Member
Henrik A. Christensen
Chairman
Kristin Hellebust
Board Member
Espen Lundaas
CEO
PARENT COMPANY STATEMENT OF
FINANCIAL POSITION
Annual Report 2025 Saga Pure ASA
41
For the period 01.01. – 31.12.
NOK 1000
Note
2025
2024
Profit before tax -1 011 2 992
Loss/gain on sale financial asset (-) 9 -13 986 19 369
Impairment charge 5 6 825 -
Interest income 68 -1 198
Income tax paid 3 - -
Increase/decrease receivables and prepayments 46 993 -43 580
Increase/decrease payables and accruals 1 853 289
Net cash flow from operating activities
40 742
-22 127
Net divestment/investment trading (-) 9 112 986 -107 031
Divestment in associates - 35 215
Group contribution from subsidiaries 4 8 315 -
Investment in subsidiaries 5 -628 605 -
Loans - 41 513
Net cash flow from investing activities
-507 304
-30 303
Loan from subsidiary 4 4 350 -
Share issue net of cost 7 119 313 -
Net cash flow from financing activities
123 663
-
Net change in cash and cash equivalents
-342 899
-52 430
Cash and cash-equivalents at beginning of period
631 156
683 586
Cash and cash-equivalents at end of period
288 257
631 156
PARENT COMPANY CASH FLOW STATEMENT
Annual Report 2025 Saga Pure ASA
42
Note 1 – Accounting Policies
General
The financial statements are presented in accordance with the Norwegian Accounting Act and Norwegian general
accepted accounting principles in Norway (NGAAP). The accompanying notes are an integral part of the financial
statements. The parent company accounts are presented in NOK which also is the functional currency for the parent
company.
Estimates
The management has used estimates and assumptions that may have effect on revenues, costs and the valuation of
assets and liabilities in the reporting of the annual financial statements. These assumptions are in accordance with
generally accepted accounting policies in Norway.
Currency
Transactions in foreign currencies are recorded at the exchange rate in effect at the date of the transaction. Monetary
assets and liabilities denominated in foreign currencies are retranslated at the exchange rate at the financial position
date. Realized currency exchange gains or losses are recorded at the time of payment and recognised as financial
income/expense. Non-monetary items that are measured at historical cost in a foreign currency are translated using the
exchange rates as at the dates of the initial transactions.
Measurement of revenues and costs
Revenues are recognized as they are earned. Cost is recognized in the same reporting period as the corresponding
revenues.
Classification and evaluation of balance sheet items
Current assets and short-term liabilities consist of items due for payment within a year after establishment. Other items
are recognized as long-term assets or liabilities. Current assets are valued at the lowest of acquisition value or fair value.
Short-term liabilities are recorded at the nominal value at the time of establishment. Non-current assets are valued to the
value at the time of acquisition less accumulated depreciation. Long-term loans are valued at nominal value at the time
of establishment.
Receivables
Receivables are recorded in the balance sheet at nominal value less provision for doubtful accounts. Provisions for
doubtful accounts are based on an individual assessment of the different receivables.
Taxes
The income tax in the profit and loss statement consists of taxes payable and changes in deferred taxes. Deferred tax and
deferred tax benefit is calculated based on temporary differences between tax bases of assets and liabilities and their
carrying amount for financial reporting purposes and is based on nominal values. Net deferred tax benefit is recorded in
the balance sheet only in the event that it is probable that is can be utilized in the foreseeable future. Taxes payable and
deferred taxes are recorded directly in equity in the event that the tax items are related to equity transactions.
Shares in subsidiaries
Investments in shares in subsidiaries are accounted for using the cost-method in the statutory accounts as the investment
entity assessment are done on a Group level. An impairment loss is recognized if the fair value is lower than book value
and this is viewed as non-temporary. The impairment loss is reversed to the degree that the fair value improves, and that
the improvement is not assumed to be of a short-term nature.
Dividends, Group contribution and other distributions are recognized in the same year as they are recognized in the
subsidiary’s financial statement. If dividends / Group contribution exceeds withheld profits after acquisition, the excess
amount represents repayment of invested capital, and the distribution will be deducted from the recognized value of the
acquisition in the balance sheet for the parent company.
NOTES TO THE PARENT COMPANY
FINANCIAL STATEMENT
Annual Report 2025 Saga Pure ASA
43
Investments in associates
Investments in shares in associates are accounted for using the cost-method in the statutory accounts. An impairment
loss is recognized if the fair value is lower than book value and this is viewed as non-temporary. The impairment loss is
reversed to the degree that the fair value improves, and that the improvement is not assumed to be of a short-term nature.
Investments in other non-current shares
Investments in other shares non-current are accounted for using the cost-method in the statutory accounts an
impairment loss is recognized if the fair value is lower than book value and this is viewed as non-temporary. The
impairment loss is reversed to the degree that the fair value improves, and that the improvement is not assumed to be of
a short-term nature.
Investments in other current shares
Investments s in other current shares, that are part of the trading portfolio and considered to be adequate marketable,
are valued at fair value through profit and loss.
Pensions
The company is obligated to have an occupational pension plan. The company meets the requirements for an
occupational pension plan in accordance with the Norwegian law on required occupational pensions.
Share-based compensation plans
The Company initiated a share-based compensation plan in 2020 towards certain key employees. The share-based
compensation plan is equity-settled; hence no reserves has been made in the statutory accounts.
Cash, cash-equivalents and cash flow statement
Cash and cash-equivalents include cash, bank deposits and other short deposits that are repayable on demand. The
cash flow statement is prepared using the indirect method. Restricted bank deposits related to the operations are
included in cash equivalents.
Note 2 – Specification of Expenses
The expenses for the financial years are specified below:
NOK 1000
2025
2024
Employee benefit expenses
Salaries 4 401 2 212
Options - -
Board and election committee fees 683 685
Social security costs 725 452
Pension expenses
35
17
Other personal expenses 40 79
Total employee benefit expenses
5 884
3 445
Number of employees 1.1 1
Other operating expenses
Consultancy fees 6 731 3 950
Office rent including services 2 009 1 597
Other operating expenses 2 663 3 998
Total other operating expenses
11 403
9 547
Fees to the Group’s auditors are included in administration expenses.
NOK 1000
2025
2024
Audit fees including VAT
Audit services 873 850
Other attestation services 336 215
Tax services - -
Other non-audit services
25
25
Total
1 234
1 090
Annual Report 2025 Saga Pure ASA
44
Remuneration to the Board of Directors and executive management for the period 01.01.25 – 31.12.25
2025
NOK 1000
Name
Position
Salary
Bonus
Vesting options
Other benefit
Pension cost
Director’s fee
Espen Lundaas CEO 1 594 1 600 - 17 15 -
Tore Jakob Berg
CFO
1 145
-
-
13
16
-
Martin Nes Chairman* - - - - - 99
Henrik A. Christensen Chairman** 150
Øystein Stray Spetalen
Board member*
-
-
-
-
-
79
Kristin Hellebust Board member 199
Espen L. Fjermestad Board member** - - - - - 120
Total remuneration
2 740
1 600
-
30
31
648
2024
NOK 1000
Name
Position
Salary
Bonus
Vesting options
Other benefit
Pension cost
Director’s fee
Espen Lundaas CEO 1 595 - - 14 16 -
Tore Jakob Berg CFO 638 - - 9 14 -
Martin Nes Chairman - - - - - 250
Øystein Stray Spetalen Board member - - - - - 200
Kristin Hellebust Board member*** - - - - - 117
Yvonne Litsheim Sandvold
Board member***
-
-
-
-
-
83
Total remuneration
2 232
-
-
23
30
650
* Resigned at the annual general meeting in 2025
** Elected at the annual general meeting in 2025
*** In May 2024, Yvonne Litsheim Sandvold left the Board and was replaced with Kristin Hellebust.
The Group had no outstanding loans or guarantees in favour of any member of the Board of Directors or company
management in 2025.
Guidelines for determining salaries and other compensation for company management
In accordance with the regulations in paragraph 6-16a in the Norwegian Public Limited Companies Act, the Board of
Directors has established a statement regarding remuneration. The focus of the company is to hire qualified managers
and to pay according to the market. Salary and remuneration of the CEO and CFO is determined by the Board of Directors,
and payments to other employees are determined by the CEO according to guidelines from the Board of Directors.
Saga Pure’s compensation schemes include only a limited number of benefits in kind. These benefits are offered in line
with what is common practice in international labour markets and typically include personal communication equipment,
access to media, and car and parking arrangements.
Stock options program to Board members and Company employees
The Company had as of 31 December 2025 and during 2025 issued no stock options.
Annual Report 2025 Saga Pure ASA
45
Note 3 – Income Tax
NOK 1000
2025
2024
Current tax expense - -
Deferred tax expense - -
Tax effect of group contribution - -
Tax expense
- -
Reconciliation of tax expense
Net income before tax -1 011 2 992
Tax expense based on nominal tax rate 22% -222 658
Tax effect of permanent differences* -1 451 3 138
Not recognized deferred tax assets 1 673 -3 796
Tax expense
- -
Reconciliation of deferred tax (-)/deferred tax assets
Tangible assets - -
Payables - -
Net tax loss carried forward** 30 134 28 461
Net deferred tax assets
30 134
28 461
Net deferred tax assets not recognized
-30 134
-28 461
Deferred tax (-)/deferred tax assets in the balance sheet
- -
Tax payable
-
-
Current tax expense
- -
Deferred tax expense
- -
Tax payable
- -
* Permanent differences are to great extent related to the tax exemption for gain on certain financial assets.
** Net tax loss carried forward is available indefinitely for offset against future taxable profits.
Note 4 – Related Parties
Remuneration to executives is disclosed in note 2.
Related Party Transactions
2025
Contribution
in kind
Sales
to/interest
from
related
parties
Purchase
from
related
parties
Amounts
owed by
related
parties
Amounts
owed to
related
parties
NOK 1000
Business
combination
Tycoon Industrier AS*
52 410 -
- 2 009 - 167
Ferncliff Property AS*
-
135 000
- - - -
Ferncliff Holding AS*
-
-
- 1 750 - -
Eilert Sundtsgate 39 AS**
-
-
- - 54 170 -
Bravo Opportunities AS**
-
-
68 - - 3 833
Total
52 410
135 000
68
3 759
54 170
4 000
* Entities directly or indirectly controlled by major shareholders in the Company.
** Subsidiary of Saga Pure ASA
The related party transactions include a lease agreement for office premises and associated office costs with Tycoon
Industrier AS, which holds a 23.15% ownership interest in the Company. Related office costs are based on the allocation of
external costs with a mark-up of 5 per cent. The Company has paid a total of 0.5 million for office rent and 1.2 million for
related office costs in 2025. The Company has also received back-office support from Tycoon Industrier AS and has paid
a total of NOK 0.3m for such services in 2025. The Company also acquired Vallhall in a business combination as of 1 January
2025 from Tycoon Industrier AS. See note 5 in the
in the consolidated accounts for more information.
The Company received high level/strategic management services from Ferncliff Holding AS, which holds an indirect
ownership interest of 37.96% through Tycoon Industrier AS and Ferncliff Property AS, which is 100% owned by Ferncliff TIH
AS, which again is 100% owned by Ferncliff Holding AS, until the agreement was terminated in July 2025.
Annual Report 2025 Saga Pure ASA
46
The Company has during 2025 received a short-term loan from Bravo Opportunities AS, a 100% subsidiary on which
interests have been accrued, based on 3-months NIBOR + 150bps.
In December 2025, to further strengthen the Company’s investment in real estate, the Company performed a capital
increase as a contribution in kind of 100% of the shares in Eilert Sundtsgate 39 AS, and the receivable towards Eilert
Sundtsgate 39 AS from Ferncliff Property. Ferncliff Property AS is ultimately owned by Jenny Stray Spetalen and Sophie
Stray Spetalen, who are shareholders in the Company through their relevant investment companies, JSS Capital
Management AS and SSS AS. In addition, they are the ultimate owners of Tycoon Industrier AS, the largest shareholder in
the Company.
2024
Sales
to/interest
from related
parties
Purchase
from related
parties
Amounts
owed by
related
parties
Amounts
owed to
related
parties
NOK 1000
Tycoon Industrier AS* - 1 887 - -
Ferncliff Holding AS* - 3 009 250 -
Ferncliff Opportunities AS* 1 283 - - -
Bravo Opportunities AS**
-
-
8 767
-
Total
1 283
4 897
9 017
-
* Entities directly or indirectly controlled by the Company’s largest shareholder Øystein Stray Spetalen, which also was represented in the
Board of Director’s at that time.
** Subsidiary of Saga Pure ASA
Note 5 - Investments in Subsidiaries
Saga Pure ASA meets the definition of an investment entity. Therefore, it does not consolidate its subsidiaries but, rather,
recognises them as investments at fair value through profit or loss in the consolidated financial statement.
Summary of unconsolidated subsidiaries
NOK 1000
Country of
incorporati
on
Ownership/
voting rights
Cost
Fair value
Net book
value 31
December
2025
Net book
value 31
December
2024
Bravo Opportunities AS
Norway
100%
4 040
4 030
4 030
4 000
Vallhall Arena*
Norway
60%
52 410
59 913
52 410
-
Eilert Sundtsgate 39 AS**
Norway
100%
80 830
80 830
80 830
-
S.D. Standard ETC Plc***
Cyprus
58%
576 195
569 340
569 340
-
Total
713 475
714 113
706 610
4 000
*Consist of Vallhall Fotballhall KS, Vallhall Fotballhall Drift AS and Vallhall Fotballhall AS measured as one.
** Eilert Sundtsgate 39 AS has one 100% subsidiary (Saga Hotel Oslo AS)
*** S.D. Standard ETC Plc has one 100% subsidiary (Standard Invest AS – a service providing Norwegian entity to S.D. Standard ETC Plc)
Income from subsidiaries relates to group contribution from Bravo Opportunities AS. Net impairment charge for 2025 on
MNOK 6.8 related to S.D Standard ETC Plc and Bravo Opportunities AS.
Annual Report 2025 Saga Pure ASA
47
Note 6 – Cash and Cash Equivalents
The Company’s cash and cash equivalents are denominated in the following currencies:
NOK 1000
31 Dec 2025
31 Dec 2024
US Dollars* -46 171 -28 999
GB Pounds
1
1
Euro 5 852 -2 896
Danish kroner* -5 375 -2 647
Norwegian kroner
333 949
665 697
Total cash and cash equivalents
288 257
631 156
Restricted cash
Employee tax accounts 1 196 413
* The USD and DKK accounts are part of a multi-currency arrangement with a net deposit.
Interest income is earned at floating interest rates. Restricted cash consists of salary related tax.
Note 7 – Issued Capital and Shareholders
Issued capital
NOK 1000
Number of
shares issues
Number of
outstanding
shares
Share capital
Other equity
Accumulated
losses
Total
Equity per 1 January 2024
484 878 423
484 878 423
4 849
1 082 264
-221 445
865 669
Net profit/loss (-) for the year 2024
-
-
2 992
2 992
Equity per 31 December 2024
484 878 423
484 878 423
4 849
1 082 264
-218 452
868 661
Net profit/loss (-) for the year 2025
-
-
-1 011
-1 011
Share issue
190 000 000
190 000 000
1 900
254 600
-
256 500
Share issue costs
-
-2 187
-
-2 187
Equity per 31 December 2025
674 878 423
674 878 423
6 749
1 334 677
-219 463
1 121 963
All issued shares have a nominal value of NOK 0.01 and are of equal rights. Saga Pure ASA is incorporated in Norway, listed
on Euronext Oslo (Oslo Børs), and the share capital is denominated in NOK.
Board authorizations
Power of attorney to increase the share capital through issuance of new shares
The Board held as per 31 December 2025 authorization to issue up to 49,439,211 new shares. The authorization may be
utilised on one or several occasions. The authorization will expire 28 May 2026.
Power of attorney to repurchase own shares
The Board held authorization to repurchase own shares as per 31 December 2025 limited to 47,887,842 shares. The
authorization will expire 28 May 2026.
Stock option arrangements
The Company have no stock options outstanding as of 31 December 2025.
As of 31 December 2025, the Company had 4,819 shareholders.
Annual Report 2025 Saga Pure ASA
48
Overview of the largest shareholders as per 31 December 2025
Name
Shares
Of total shares
1
Tycoon Industrier AS 156 210 055
23,15 %
2
Øystein Stray Spetalen 134 657 171
19,95 %
3
Ferncliff Property AS 100 000 000
14,82 %
4
Sss AS 86 420 900
12,81 %
5
Jss Capital Management AS 86 420 899
12,81 %
6
Clearstream Banking S.A. 8 101 057
1,20 %
7
Jaras Invest AS 4 672 874
0,69 %
8
Tonor Holding AS 3 000 000
0,44 %
9
Terje Bakken 2 702 582
0,40 %
10
Hege Bakken 2 482 677
0,37 %
11
Momentum Invest AS 2 227 500
0,33 %
12
Spar Kapital Investor AS 2 000 000
0,30 %
13
Steinar Grønland 1 992 197
0,30 %
14
Nordnet Livsforsikring AS 1 927 000
0,29 %
15
Espeland Holding AS 1 900 100
0,28 %
16
Kristen Rydland 1 700 000
0,25 %
17
Jan Andre Øksnevad Voll
1 650 000
0,24 %
18
Patagonia Invest AS 1 391 235
0,21 %
19
Nemeth Finans AS 1 125 000
0,17 %
20
Nordnet Bank AB 1 006 772
0,15 %
Total
601 588 019
89,14 %
Total outstanding shares
674 878 423
100,00 %
Shares owned by the Board, Management, and their Related Parties
No shares owned by the Board of Directors, Management, and their Related Parties as of 31 December 2025.
2024
# of Shares
Board of Directors
Martin Nes
(1)
(Chairman)
2 300 000
Øystein Stray Spetalen
(2)
235 806 953
Group Management
Espen Lundaas
(3)
, CEO
2 300 000
Tore Jakob Berg, CFO
566 979
Total number of shares held by Board members, Group management and related parties
240 973 932
Total number of shares held by Board members, Group management and related parties
in % of total outstanding shares
49.70 %
(1)
Holdings through Hanekamb Invest AS
(2)
Including holdings through Tycoon Industrier AS
(3)
Holdings through El Investment AS.
Shares and stock options by Board members and Group management
The Management and Board member holds no share options.
Note 8 –Risks
The risk exposure of Saga Pure ASA is considered to be similar as the risks described for the Saga Pure Group. References
are made to note 13 in the Saga Pure Group consolidated accounts. The sensitivity analysis for the equity instruments in
the consolidated accounts will not be applicable to the Company's accounts, due to differences in accounting principles.
Annual Report 2025 Saga Pure ASA
49
Note 9 – Investments
Current Market
shares
Total
NOK 1000
Book-value 2024 181 016
181 016
Book-value 2025 82 017
82 017
Profit and loss 2025
Realized gain/(loss) 12 765
12 765
Unrealized gain/(loss) 1 221
1 221
Gain/(loss)
13 986
13 986
Current market shares are valued at fair value.
Note 10 – Intercompany receivables and payables
All intercompany receivables are towards the wholly owned subsidiary Eilert Sundtsgate 39 AS as of 31 December 2025. As
of 31 December 2024, all intercompany receivables was towards the wholly owned subsidiary Bravo Opportunities AS.
All intercompany payables are towards the wholly owned subsidiary Bravo Opportunities AS
Note 11 – Subsequent Events
References are made to note 21 in the consolidated accounts for information regarding subsequent events.
Annual Report 2025 Saga Pure ASA
50
Annual Report 2025 Saga Pure ASA
52
Title: Saga Pure Annual Report
Saga Pure ASA
Published date:
22 April 2026
info@sagapure.com
Sjølyst plass 2
0278, Oslo, Norway
The publication can be downloaded on
sagapure.com