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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Contents
MANAGEMENT’S REVIEW
BOARD OF DIRECTORS’ REPORT
FINANCIAL STATEMENTS
SATS in short 3
Highlights 2024 4
Our vision and our values 5
Our history 6
Letter from the CEO 7
This is SATS 8
Fresh Fitness – SATS Group’s
low-cost operator 10
Where we operate 11
Financial performance 13
Board of Directors 18
Extended management 19
Corporate governance 20
Shareholder information 25
Sustainability report 27
Sustainability highlights 28
General Information 29
Double materiality assessment 34
Environment 41
Statement on the EU taxonomy for
sustainable economic activities 42
Climate change (E1) 48
Social 53
Own workforce (S1) 54
Consumers and end-users (S4) 59
Governance 65
Business Conduct (G1) 66
Signatures from the BoD and the CEO 71
Consolidated financial
statements 73
Consolidated statement of profit or loss 74
Consolidated statement of comprehensive
income 75
Consolidated statement of financial position 76
Consolidated statement of changes in equity 77
Consolidated statement of cash flows 78
Notes to the consolidated financial
statements 80
Financial statements
parent company 110
Statement of profit or loss 111
Statement of financial position 112
Statement of cash flows 113
Notes to the financial statements 115
Statement from the Board and the CEO 123
Auditor’s report 124
Sustainability auditor’s limited
assurance report 127
Alternative performance measures 129
Definitions 130
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SATS in short
At SATS, we believe that everyone
deserves the opportunity to live an
active and healthy life. Every day, our
10,000 passionate employees work
to inspire and support our 733,000
members in reaching their fitness
goals—whether they are just starting
their journey or pushing their limits.
66
22
29
10
10
2
4
11
11
3
4
5
2
7
13
73
332,000 members
117 clubs
Norway
248,000 members
95 clubs
Sweden
71,000 members
31 clubs
Finland
82,000 members
29 clubs
Denmark
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Highlights 2024
clubs
272
-1%
Maintaining a strong club footprint
across the Nordics.
Revenues (NOK)
5,064 mill
+7%
The revenue performance is driven by higher member engagement and
strategic pricing initiatives.
Public health (QALYS)
17,300
+5%
Number of QALYs (quality adjusted life years), contributed to even
longer and better lives for the Nordic population
Group training classes
585,000
+9%
Well-positioned to capitalize on the group training trend,
which remains a key driver of engagement.
leverage
1.4x
Vs 2.4x LY
Significant deleveraging has brought the company below the target of
the lower end of the 1.5x-2.0x range, enabling initiation of shareholder
distribution.
Emissions (tco2/revenues)
0.7
-20%
Reducing GHG emissions intensity while driving sustainable revenue
growth through strategic investments and operational efficiencies.
Members
733,000
+0.3%
The member base is key to achieving SATS’ vision of making
people healthier and happier, as well as maintaining a financially
sustainable company.
Ebit
1
(NOK)
525 mill
+39%
EBIT lifted the past years, due to vigorous product improvements, regained
member base, disciplined cost control and high operational leverage.
Employee satisfaction (enps)
23
VS reference index at 10
eNPS lift demonstrates a positive trend and reflects our ongoing
efforts to enhance the employee experience
Workouts
47 mill
+5%
Active members are loyal members,
who reach their goals and stay over time.
Cashflow (Nok)
272 mill
+12%
Delivering a strong cash flow through disciplined financial management and
high operational efficiency.
Engagement index
4.2
VS reference index at 3.9
Significantly higher than the reference index, proving that the
organization is effectively executing its tasks across various
organizational levels.
operational performance SustainabilityFinancial performance
1)
EBIT before IFRS 16
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Our values serve as the compass that
leads our actions and behavior in our
daily work.
I put MEMBERS FIRST — Our members
are the foundation of everything we do and
our number one priority; we have a genuine
passion to serve our members and make a
real difference.
I am ACCOUNTABLE for what I do — We
deliver what we promise and always set a
good example for others; we do the right
thing, not the easiest thing; we give each
other the confidence, trust and support to
succeed and fail.
I am PROFESSIONAL — We set the
standards in our industry by seeing it
through our members’ eyes; we have the
most dedicated and competent employees.
We are always good SATS ambassadors.
I am EXTRAORDINARY in everything
I do — Together as a team, we create
experiences that others will remember; we
surpass expectations; we recognize great
performance and team members who have
gone the extra mile.
We make people healthier and happier!
SATS’ vision is to make people healthier
and happier. To achieve this, we are
dedicated to helping our members succeed
with their training—since we know from
decades of industry experience that regular
training is the best way to stay committed
and become healthier and happier.
To achieve our vision and help our
members succeed in their training, we
have the most competent, dedicated
and inspiring staff, the broadest product
offering with world-class quality, and the
best presence with the widest network of
physical clubs and industry-leading digital
offerings. We promise both members and
non-members that we will take an extended
responsibility toward training and physical
activity in society.
Our vision and our values
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Our history
1995
SATS is launched in Norway,
and grows rapidly by
re-branding eight existing
fitness clubs.
1998
SATS operates 49 fitness
clubs and is acquired by the
American fitness club group
24 Hour Fitness Worldwide.
1999
SATS acquires the Swedish
Sports Club group and
establishes its operations in
Sweden.
2000
SATS becomes the first
chain in the Nordics to
offer personal training. The
expansion continues, and
after entering Denmark, SATS
operates 100 clubs in the
Nordics.
2001
ELIXIA is launched, and by
year-end the chain operates
a total of 16 fitness clubs in
Norway and Finland.
2002
The private equity investor
Nordic Capital and the
Norwegian founders of SATS
acquire SATS from 24 Hour
Fitness Worldwide.
2014
SATS and ELIXIA merge,
creating the largest fitness
chain in the Nordics.
2011
ELIXIA is acquired by Altor, a
private equity investor.
2010
Fresh Fitness is launched as a
low-cost alternative in Norway
and Denmark.
2006
TryghedsGruppen smba
acquires SATS.
2003
SATS establishes its first
clubs in Finland.
2016
SATS launches Online
Training along with multiple
niche training concepts,
including HiYoga, Build’n
Burn, and Martial Arts
2018
All ELIXIA clubs in Norway
and Fresh Fitness clubs
across the Nordics are
rebranded to the SATS/ELIXIA
concept.
2019
SATS acquires fitness dk,
consisting of 39 fitness clubs,
to re-enter the Danish market
after leaving in 2013. SATS
ASA is listed on the Oslo
Stock Exchange.
2020–2021
SATS faces significant
challenges due to the
COVID-19 pandemic and
associated business
restrictions.
2022
A pivotal turnaround year
marked by the introduction
of a new strategy, laying the
groundwork for achieving
record-breaking operational
and financial performance.
2023–2024
A strong rebound in financial
performance, surpassing pre-
pandemic levels. Strategic
investments in the group
training product further
strengthen our competitive
edge and enhance member
experience.
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Dear Reader,
2024 has been a great year for SATS. We have never had
so many visits to our clubs, we expanded our product
offering, and we truly made the Nordic population
healthier and happier.
We closed the year with 272 clubs and 733,000 members
and had in total 46.5 million visits, which is an increase
of 5 percent. We upgraded 76 of our clubs and launched
several new products throughout our portfolio. The
wellness bundle of new group training concepts and the
new Pilates classes are examples of great new products
and also recruited new members to our community.
Total visits to our group training classes increased by 12
percent in 2024.
Fitness clubs will play an increasingly important role in
our society going forward. Lifestyle diseases, mental
health illnesses, and people outside of working life are
examples of key challenges we face as a society. The
fitness industry is a vital part of the solution to these
challenges.
A survey from Europe Active shows that a decreasing
share of the population in the Nordics is active outdoors
or in their homes while the activity level at fitness clubs
is increasing. SATS’ own trend report also shows that 30
percent prefer to be active at a fitness club. Today, only
20 percent of the Nordic population above the age of 16
is a member of a fitness club. Hence, the fitness industry
will continue to grow and be a strong positive contributor
to the total health and well-being of the population.
As the market leader in the Nordics, and with a strong
presence in the cities with the highest population growth,
the SATS community will continue to grow. We invest in
our clubs to improve the quality of the product offering,
increase capacity and attract new target groups, and
we will gradually open more new clubs to expand our
footprint. We are truly committed to our vision of making
people healthier and happier.
More members, and more active members, improve
financial delivery—and in 2024 we delivered strong
financial results. Revenue increased by 7 percent to
NOK 5,064 million, EBITDA before IFRS 16 increased
by 20 percent to NOK 738 million, and EBIT increased
by 39 percent to NOK 525 million. With a strong cash
conversion, we were able to repay debt and brought
leverage (net debt to EBITDA) down from 2.3 to 1.4. We
also announced a shareholder distribution program,
encompassing both dividends and share buybacks.
Looking ahead to 2025, we aim to further expand
our community, continue investing in innovative
fitness solutions, and strengthen our commitment to
sustainability and public health.
Finally, I want to say thank you to all 10,000 of our
wonderfully dedicated and passionate employees for
creating extraordinary moments for our members,
and to all our members for prioritizing their health and
wellbeing. Together, we’re building a healthier, more
active society.
Sondre Gravir
CEO
Letter from the CEO
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This is SATS
VISION
At SATS, we strive to achieve our vision of making
people healthier and happier. The Nordic population
is among the most physically active in the world, and
approximately 20 percent of the population is a member
at a fitness club. However, people spend more than 60
percent of their waking hours sitting or resting. We aim
to change this trend by helping members become more
active and find joy in activity. Supporting our members in
succeeding with their training is also a key element for
us in building a profitable business. Based on decades of
experience from the fitness industry, we know that active
members who stick to their habits over time are the most
loyal members.
We truly delivered on our vision during 2024, with 45.3
million visits to our clubs, an increase of 7 percent over
the previous year. We have worked systematically to help
our members succeed and will continue to do so in the
future.
STRATEGIC ASPIRATION
To achieve our vision, SATS aims to help more members
succeed with their training. The strategy is centered
around being the best fitness club operator, meaning
that we will focus on delivering on the core of our
product, which is to operate gyms efficiently and provide
adjacent services that help members reach their fitness
goals. Specifically, we will focus on four strategic areas:
attract new members, engage our members, create
extraordinary moments, and provide high-quality clubs.
Attract new members
Make members excited to start exercising and show
them how we can help them live healthier lives.
A large share of the Nordic population is inactive and
would likely experience substantial health benefits from
exercise. SATS will inspire people to take the first step
to a healthier life by showing them both how exercise
can be fun and enjoyable and the joys of being part of
a training community. We want to remove barriers to
exercise by helping members find memberships that suit
their needs and make becoming a member quick and
easy so they can start benefitting from an active lifestyle
as soon as possible.
Engage our members
Help members achieve a sustainable activity level
by using our people, insights and diverse portfolio of
products.
Regarding exercise, consistency is key, both for capturing
the health benefits from training and for reaching
performance goals. SATS will help members achieve this
consistency and build lasting habits. As part of this work,
it is important to recognize that each member needs
to be challenged at their own level. By using member
insights and maintaining a diverse portfolio of products,
we will ensure that members find a way to exercise that
they enjoy and that brings them closer to their training
goals.
Create inspiring moments
Create a great experience every time a member meets
us by providing world-class service and operating
standards.
Our people are at the core of our product and a key part
of the SATS experience. Our staff play a critical role in
delivering our product by making people feel welcome
at the club, instructing our group training classes, or
providing personalized coaching as a personal trainer.
We aim to attract the best people and give them the
training and support they need to perform in their roles
and help our members succeed with their training. Our
operating model provides a standardized framework for
how we run our clubs and enables us to provide great
experiences in all clubs across the Nordics.
Provide high quality clubs
Ensure clubs are of high quality and that members get
access to a wide training offering through our clusters.
We have strong clusters of clubs across the Nordics.
This means that SATS members get access to a
wide product offering and gyms in great locations.
By optimizing our product offering with a cluster
perspective, we can deliver a broad product offering on
the cluster level while maintaining high utilization in every
club. SATS clubs will have a premium standard and good
atmosphere, and as part of this ambition we also strive
to have high uptime on equipment and facilities.
Our people, product and atmosphere
Our strategy comes to life through our people, product
and atmosphere. At SATS, we truly believe that activity is
an important element of a healthy lifestyle, and we aim
to motivate people to become active and experience the
benefits. To help members succeed with their training,
we strive to always have talented people, a strong
product offering, and an inspiring club atmosphere.
Our People
We are powered by passionate, skilled, and energetic
people who deliver exceptional service, helping every
member succeed and feel valued and recognized as an
individual. We are the inspirators!
Our Product
We strive to have the most complete offering of
equipment, group training, personal training and retail.
Distributed to the right clubs, at the right time, supported
by technology to create unique member experiences.
Our product is an important enabler to lower the
threshold for working out by providing inspiration and
support to members at all fitness levels.
Our happiest members are those who use our wide
product range of group training, our personal training
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and our wide clusters of clubs. These members are more
active and stay with us longer—proof of how our product
helps our members succeed.
Our atmosphere
We create an atmosphere that makes everyone feel
welcome and motivates each member at their own level
for a joyful training experience.
We want everyone to feel welcome when joining our
SATS community regardless of their current fitness level
and previous training experience. At SATS, members
should find a joyful atmosphere that makes going to the
gym a little bit easier.
At SATS, we are proud of how our people, product and
atmosphere contribute to an even gender balance and
members of all age groups—proof that we help members
live healthy and happy life.
VALUES
Our values are Members First, Accountable, Professional,
and Extraordinary.
I put Members First — Our members are the foundation
of everything we do and our number one priority; we have
a genuine passion to serve our members and make a real
difference.
I am Accountable for what I do — We deliver what we
promise and always set a good example for others; we
do the right thing, not the easiest thing; we give each
other the confidence, trust and support to succeed and
fail.
I am Professional — We set the standards in our industry
by seeing it through our members’ eyes; we have the
most dedicated and competent employees. We are
always good SATS ambassadors.
I am Extraordinary in everything I do — Together
as a team, we create experiences that others will
remember; we surpass expectations; we recognize great
performance and team members who have gone the
extra mile.
Our values represent the heart of our culture. When we
interact with members and colleagues, our values guide
us. We believe in the importance of building a strong
value-based culture. Our overall goal is for everyone in
the company to know the SATS vision and values, reflect
on them, and use them in their daily work.
GROWTH ROUTES TO DRIVE VALUE CREATION
SATS sees several avenues for growth going forward. In
the short term, there is significant potential in growing
the member base at the existing clubs. We see four main
routes to increasing the number of members per club.
First, we will continue to work with our product offering
to make our clusters, as well as single clubs, more
attractive for existing and potential members. Second,
for some clubs, there is a substantial upside in upgrading
to improve the club’s quality. Third, we optimize the club
layout and equipment mix to facilitate more members per
square meter at our fullest clubs. Fourth, we downsize
and/or relocate clubs with too much space relative to the
member base to optimize club layout and improve club
space utilization.
We will keep growing the club portfolio, expanding in
existing clusters, and potentially entering new attractive
clusters. We also see an opportunity to improve the
average revenue per member by offering adjacent
products and services and continue to develop our
personal training and retail offering. We continue
to improve the scale and platform advantages as
the operating leverage drives a high drop-through of
incremental revenue. In addition, we will focus on club
and overhead cost discipline.
CAPITAL DEPLOYMENT
SATS is committed to a disciplined and strategic
approach to capital allocation, ensuring long-term
value creation for members and shareholders alike.
We prioritize reinvestments in our existing clubs to
maintain and enhance the member experience while
selectively pursuing high-return growth opportunities.
With a balanced focus on financial strength, we aim to
keep leverage at the lower end of our target range and
return capital to shareholders through a combination of
dividends and share buybacks.
Re-investing in existing clubs
Allocating 5 percent of revenue to maintenance
CAPEX
Leverage
Aiming for a leverage ratio
1
in the lower end of
the 1.5–2.0x range
Club growth
Investing in high-returning growth opportunities,
expected to average 8–12 yearly club openings
Shareholder distribution
Aim to distribute at least 50 percent of annual
net profit as a combination of share buybacks
and semi-annual dividends
1)
Net debt to EBITDA before IFRS 16
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Fresh Fitness – SATS Group’s
low-cost operator
Fresh Fitness was launched by SATS Group in 2010 as a
low-cost alternative in Norway and Denmark. In Norway,
Fresh Fitness was an immediate success, offering
high-quality training at a significantly lower price than
traditional operators. By the end of 2024, Fresh Fitness
operated 39 clubs. Fresh Fitness extends SATS’ vision
of making people healthier and happier by targeting the
most cost-conscious consumers. Fresh Fitness’ vision
is to provide affordable training to the people, with a
brand profile tailored to reach the general public. During
the past few years, Fresh Fitness has taken significant
steps toward becoming a pure low-cost player, offering
a no-frills product to consumers. The product resembles
SATS’ product, but with a simplified operating model,
more self-service solutions, and no group training.
Fresh Fitness clubs range from 600 to 1,400 sqm with up
to 90 percent of their area dedicated to fitness activity.
The clubs are open from 5:00 AM–12:00 AM, 365 days
per year, enabled by automated club operations, including
single check-in gates. Access is granted through QR-
code check-ins in the app or by scanning a membership
card. Even though club operations are fully automated,
all clubs are staffed during peak hours. All clubs offer
personal training through externally hired contractors.
Fresh Fitness had a strong year in 2024, with more than
4.1 million visits and record-high profitability, proving the
attractiveness of a low-cost business model. More than
30 percent of the portfolio was upgraded and opening
hours extended to 5AM–midnight to keep the concept
competitive. Fresh Fitness is a key contributor to the
SATS portfolio, both to compete with other low-cost
operators and to give the Group added flexibility in terms
of growth going forward.
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Where we operate
NORWAY
SATS and Fresh Fitness are well-known brands in
Norway and together the largest operator of fitness
clubs. Norway is the largest operating segment in the
Group with 45 percent of the consolidated total revenue
in 2024 and 332,000 members at year-end 2024. The
Group has 117 clubs in Norway, of which 78 SATS clubs
and 39 Fresh Fitness clubs. Our clubs are spread out
from Kristiansand in the south to Tromsø in the north,
with 66 clubs located in the greater Oslo area.
The member base in Norway increased by 2 percent
during the year, despite a club optimization project
leading to a net reduction of two clubs. Total revenue
increased by 5 percent to NOK 2,265 million. Country
EBITDA before impact of IFRS 16 increased from NOK
560 million last year to NOK 668 million in 2024, resulting
in a Country EBITDA margin of 29 percent.
The members of SATS Norway and Fresh Fitness worked
out 20.4 million times at our clubs during 2024, up 4
percent from 2023.
SATS and Fresh Fitness employed a total of 4,498
employees at the end of the year, corresponding to 858
full-time equivalents.
Key financial figures and Alternative performance
measures (APM)
Amounts in NOK million (unless otherwise stated)
2024 2023
Membership revenue 1887 1763
Other revenues 378 389
Total revenues 2265 2153
Country EBITDA
1
668 560
Margin (%) 29% 26%
EBITDA
2
489 387
Margin (%) 22% 18%
Clubs 117 119
Members (‘000) 332 326
ARPM (NOK/month) 573 551
Revenues
NOK million
+5%
Country EBITDA
1
NOK million
+19%
1)
Adjusted Country EBITDA before the impact of IFRS 16.
2)
Adjusted EBITDA before the impact of IFRS 16.
2,265
20242023
2,153
668
20242023
560
SWEDEN
SATS Sweden has maintained a strong position over
many years and had 248,000 members at the end of
2024. With 34 percent of consolidated total revenue, it
is the second-largest operating segment in the Group.
The club portfolio consisted of 95 clubs across the
country at year-end, including a strong cluster of 73
clubs in the Greater Stockholm area.
The member base was stable during the year, and
revenue per member increased by 6 percent compared to
2023. Consequently, total revenue increased 7 percent (5
percent curr. adj.) to NOK 1,708 million. Country EBITDA
before impact of IFRS 16 decreased from NOK 330
million last year to NOK 302 million in 2024, resulting in a
Country EBITDA margin of 18 percent.
During 2024, the members visited SATS Sweden 15.8
million times, an increase of 5 percent since 2023.
The number of employees in Sweden totaled 3,418
at year-end 2024, corresponding to 877 full-time
equivalents.
Key financial figures and Alternative performance
measures (APM)
Amounts in NOK million (unless otherwise stated)
2024 2023
Membership revenue 1397 1281
Other revenues 311 315
Total revenues 1708 1597
Country EBITDA
1
302 330
Margin (%) 18% 21%
EBITDA
2
152 185
Margin (%) 9% 12%
Clubs 95 95
Members (‘000) 248 249
ARPM (NOK/month) 573 540
Revenues
NOK million
+7%
Country EBITDA
1
NOK million
-8%
1,708
20242023
1,597
302
20242023
330
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FINLAND
In Finland, the business is operated under the brand
ELIXIA and had 71,000 members at year-end 2024.
ELIXIA Finland constituted 10 percent of consolidated
total revenue in 2024. We currently have 31 clubs in
Finland, 22 of which are in the Helsinki cluster. The
Finnish fitness market is highly fragmented, and ELIXIA
is the market leader.
The number of members was stable during the year,
while the average revenue per member rose by 7 percent.
Total revenue increased 8 percent (6 percent curr. adj.) to
NOK 501 million. Country EBITDA before impact of IFRS
16 increased from NOK 48 million last year to NOK 52
million in 2024, resulting in a Country EBITDA margin of
10 percent.
ELIXIA members worked out 4.8 million times at the
clubs during the year, up 8 percent from 2023.
ELIXIA Finland had 934 employees at year-end 2024,
which corresponded to 260 full-time equivalents.
Key financial figures and Alternative performance
measures (APM)
Amounts in NOK million (unless otherwise stated)
2024 2023
Membership revenue 422 390
Other revenues 79 76
Total revenues 501 466
Country EBITDA
1
52 48
Margin (%) 10% 10%
EBITDA
2
29 25
Margin (%) 6% 5%
Clubs 31 33
Members (‘000) 71 71
ARPM (NOK/month) 588 550
Revenues
NOK million
+8%
Country EBITDA
1
NOK million
+8%
2024
2023
466
501
2024
2023
52
48
DENMARK
The Danish operations contributed 12 percent of
consolidated total revenue in 2024 with 82,000
members at the end of the year. The Danish club
network consists of 29 clubs, which together create
a strong cluster in Greater Copenhagen. SATS is the
second-largest operator in the Danish market.
The member base in Denmark decreased by 3 percent in
2024, while the average revenue per member increased
by 14 percent, resulting in a revenue growth of 14 percent
(12 percent curr. adj.) to NOK 589 million. In 2024, other
revenue was positively affected by COVID compensation
of NOK 18 million. Country EBITDA before impact of
IFRS 16 increased from NOK 15 million last year to NOK
53 million in 2024, corresponding to a Country EBITDA
margin of 9 percent.
The Danish members worked out 5.5 million times at the
SATS clubs in 2024, an increase of 3 percent from 2023
SATS Denmark employed 1,035 employees at year-end
2024, which corresponded to 263 full-time equivalents.
Key financial figures and Alternative performance
measures (APM)
Amounts in NOK million (unless otherwise stated)
2024 2023
Membership revenue 487 436
Other revenues 102 80
Total revenues 589 516
Country EBITDA
1
53 15
Margin (%) 9% 3%
EBITDA
2
24 -13
Margin (%) 4% -3%
Clubs 29 29
Members (‘000) 82 85
ARPM (NOK/month) 590 517
Revenues
NOK million
+14%
Country EBITDA
1
NOK million
+258%
589
20242023
516
20242023
53
15
1)
Adjusted Country EBITDA before the impact of IFRS 16.
2)
Adjusted EBITDA before the impact of IFRS 16.
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Financial performance
In 2024, the member base increased by
0.3 percent and revenue per member
increased by 6 percent compared to
2023. As a result, total revenue was
lifted by 7 percent to NOK 5,064 million.
EBITDA before impact of IFRS 16 was
NOK 738 million, up from NOK 614
million in 2023.
SATS has 30 years of experience within the fitness
industry and is the leading operator of fitness clubs in
the Nordic region. The Group operates the SATS brand
in Norway, Sweden and Denmark and ELIXIA in Finland,
in addition to the low-cost fitness club brand Fresh
Fitness in Norway. The Group offers members access to
studio training, group training, yoga and online training.
In addition, highly qualified personal trainers offer
individual coaching, and food, drinks, apparel and training
accessories are available through the retail shops in the
clubs’ reception areas.
SATS is the fifth-largest fitness chain in Europe with a
strong presence in four Nordic capital cities, making
it the clear leader in the Nordic fitness market. As
at the 2024 balance sheet date, the Group had a
leading network of 272 clubs, with strongholds in key
metropolitan cities throughout the Nordic region and
733,000 members. Our 10,000 employees across the
Nordic countries are working to make people healthier
and happier every day.
ANALYSIS OF THE 2024 FINANCIAL STATEMENTS
The Board of Directors believes that the 2024 financial
statements give a true and fair view of the Group’s assets
and liabilities, financial position, and profit for the period.
The financial statement shows the results for the period
January 1–December 31, 2024, compared to the period
January 1–December 31, 2023. The Board confirms that
the Group’s liquidity position will be adequate to fulfil
short-term liabilities, including installments on bank
borrowings as they fall due.
During 2024, we continued to uphold the focus on
portfolio optimization and club profitability, increasing
the number of members per club by attracting new
members and retaining existing members while
capitalizing on economies of scale. Price adjustments
and a continued focus on cost control have laid a
solid foundation for profitability in 2024 and going
forward. The Board confirms that the use of the going
concern assumption is appropriate. The 2024 financial
statements have been prepared in accordance with this
assumption.
STATEMENT OF COMPREHENSIVE INCOME
In 2024, total revenue increased by 7 percent to NOK
5,064 million compared to NOK 4,734 million in 2023.
Revenue for all segments increased compared to 2023,
by 5 percent in Norway, 7 percent in Sweden, 8 percent
in Finland, and 14 percent in Denmark (including COVID
compensation of NOK 18 million received in 2024). The
increase in revenue is primarily due to the increase in
average revenue per member (ARPM). The total member
base increased by 0.3 percent compared to last year.
Reported ARPM increased by 6 percent , mainly driven by
price increases and a lower average freeze level through
2024.
Operating expenses including depreciation and
amortization increased by 4.7 percent from NOK 4,127
million in 2023 to NOK 4,320 million in 2024.
Operating profit increased by NOK 137 million, from
NOK 607 million in 2023 to NOK 744 million in 2024.
Net financial items increased by NOK 17 million, or 6
percent, from an expense of NOK 293 million in 2023 to
an expense of NOK 310 million in 2024.
The income tax expense increased by NOK 18 million,
from an expense of NOK 89 million in 2023 to an
expense of NOK 108 million in 2024, driven by taxable
results. Losses carried forward increased from NOK 93
million to NOK 94 million in the Swedish entities due to
currency effects. Deferred tax assets from losses carried
forward are not recognized for the Finnish or Danish
segments in 2024 due to uncertainty as to whether
profits will be utilized against the unused tax losses
within a reasonable time frame.
The profit before tax was NOK 434 million in 2024
compared to a profit before tax of NOK 313 million in
2023. Total comprehensive income was NOK 315 million
compared to an income of NOK 162 million in 2023.
As at the balance sheet date, the Group’s total tax loss
carried forward was NOK 1,336 million, of which the NOK
1,242 million generated in Denmark and Finland is not
recognized in the balance sheet.
SEGMENT DEVELOPMENT
Norway
Total revenue increased by 5 percent to NOK 2,265
million in Norway in 2024. The revenue increase was
driven by a 2 percent higher average member base and
a 4 percent higher ARPM. Operating expenses increased
by 1 percent mainly due to increased salary costs and
general inflationary pressure, partly outweighed by a net
reduction of two clubs and significantly lower electricity
prices compared to last year. Country EBITDA before
impact of IFRS 16 increased from NOK 560 million last
year to NOK 668 million in 2024, resulting in a Country
EBITDA margin of 29 percent.
Sweden
Total revenue were NOK 1,708 million in 2024, an
increase of 7 percent (5 percent curr. adj.) compared
to last year, driven by the ARPM, which increased by
6 percent (4 percent curr.adj.). Operating expenses
increased by 11 percent, mainly driven by an increase in
club salaries related to product offering and costs related
to premises, in addition to an increase in general inflation
and price levels. The Country EBITDA before impact of
IFRS 16 decreased from NOK 330 million in 2023 to NOK
302 million in 2024, resulting in a Country EBITDA margin
of 18 percent.
Finland
Total revenue amounted to NOK 501 million in 2024, an
increase of 8 percent (6 percent curr. adj.) compared
to last year. The revenue increase was driven by ARPM,
which increased by 7 percent (5 percent curr. adj.).
Operating expenses increased by 9 percent, mainly due
to an increase in salaries and costs related to premises.
The Country EBITDA before impact of IFRS 16 increased
from NOK 48 million last year to NOK 52 million in 2024,
resulting in a Country EBITDA margin of 10 percent.
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Statement of comprehensive income
Amounts in NOK million
2024 2023
Total revenues 5,064 4,734
Operating expenses -4,320 -4,127
Operating profit 744 607
Net financial items -310 -293
Profit/loss before tax 434 313
Income tax expense -108 -89
Profit/loss for the year 326 224
Total comprehensive income 315 162
Statement of financial position
Amounts in NOK million
2024 2023
Total assets 9,313 8,983
Total liabilities 7,968 7,963
Total equity 1,345 1,020
Statement of cash flows
Amounts in NOK million
2024 2023
Net cash flow from operations 1,953 1,758
Net cash flow from investments -282 -172
Net cash flow from financing -1,580 -1,587
Net increase/decrease in cash and cash equivalents 91 -1
Cash and cash equivalents at the end of the period 371 282
Denmark
Total revenue amounted to NOK 589 million in Denmark
in 2024, an increase of 14 percent (12 percent curr.
adj.) compared to last year. In 2024, other revenue was
positively affected by COVID compensation of NOK
18 million. The member base totaled 82,000 members
at year-end, down 3 percent from last year, and ARPM
increased by 14 percent (12 percent curr. adj.). Excluding
COVID compensation, ARPM increased by 10 percent.
Operating expenses increased by 10 percent, mostly due
to an increase in salaries and general inflation. Country
EBITDA before IFRS 16 was NOK 53 million, up from NOK
15 million in 2023, resulting in a Country EBITDA margin
of 9 percent.
STATEMENT OF FINANCIAL POSITION
Consolidated assets increased by NOK 353 million to
NOK 9,336 million between the balance sheet dates
for 2023 and 2024. Right-of-use assets and intangible
assets were the largest components of consolidated
assets, amounting to NOK 4,657 million and NOK 2,661
million, respectively, on December 31, 2024. Non-current
assets increased by NOK 204 million, while current
assets increased by NOK 149 million in 2024. The
increase in non-current assets was driven by increased
right-of-use assets, property, plant and equipment, and
goodwill. The increase in current assets was primarily
driven by an increase in cash and cash equivalents and
other current receivables.
Total liabilities increased from NOK 7,963 million as at
December 31, 2023, to NOK 7,991 million as at December
31, 2024.
As at December 31, 2024, consolidated equity amounted
to NOK 1,345 million, representing an equity ratio of 14.4
percent, compared to NOK 1,020 million and 11.4 percent
as at the balance sheet date of 2023.
STATEMENT OF CASH FLOWS
Net cash flow from the Group’s operations was NOK
1,953 million in 2024, compared to NOK 1,758 million in
2023. The increased cash flow from operations of NOK
194 million was mainly due to an increase in profit for the
year and a change in other receivables and accruals.
Net cash outflow from investing activities amounted to
NOK 282 million in 2024, compared to an outflow of NOK
172 million in 2023. The main reason for the increased
outflow was a significant increase in club maintenance
and upgrades. Maintenance activities amounted to 5.2
percent of total revenue in 2024, according to the target
of about 5 percent.
Net cash outflow from financing activities was NOK
1,580 million in 2024, compared to an outflow of NOK
1,587 million in 2023. In Q4 2023, the company repaid
NOK 288 million on the credit facility and restated the
currency mix for borrowings. During 2024, the company
repaid a total of NOK 300 million of the credit facility.
In 2024, consolidated cash and cash equivalents
increased net by NOK 91 million compared to a decrease
of NOK 1 million in 2023. As at the balance sheet date,
the Group had cash and cash equivalents of NOK 371
million compared to NOK 282 million at the balance
sheet date in 2023.
PARENT COMPANY
The parent company had no operating income in 2024
and NOK 13 million in operating expenses. The parent
company’s equity was NOK 2,836 million as at the
balance sheet date.
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
RISK PROFILE AND RISK FACTORS
Risk
SATS operates in the highly competitive health and
fitness industry, with 272 fitness clubs across Norway,
Sweden, Denmark, and Finland. Most of these clubs
are located in larger Nordic cities and urban areas.
To achieve its long-term strategic objectives, SATS
is inherently involved in risk-taking, making risk
management an essential part of the company’s culture,
corporate governance, strategy, and operational and
financial management.
SATS defines risk as anything that could have a material
adverse effect on the achievement of its goals. Risks can
include threats, uncertainties, or missed opportunities
related to current or future operations and activities,
directly or indirectly affecting profitability and growth.
The company has established a robust risk
management framework to regularly identify, analyze,
assess, and report on four key categories of risk:
strategic, operational, regulatory and compliance, and
financial. SATS also evaluates how to mitigate the
materialization of these risks through a structured
process that aggregates and categorizes risks across
the organization.
SATS strives for continuous improvement through a
risk strategy, corporate governance procedures, a risk
management policy, and an internal control framework,
ensuring compliance with relevant laws and regulations.
These efforts contribute to the effective identification
and management of strategic, operational, financial,
regulatory, and compliance risks. SATS’ risk management
strategy is designed to provide reasonable assurance
that objectives are met by integrating management
control into daily operations.
Risk profile
SATS takes a commercial yet prudent approach to
risk-taking. The company’s risk boundaries are defined
by its culture and corporate governance, as outlined in
SATS’ strategy, values, code of conduct, policies, and
procedures. SATS assesses each risk based on its
potential impact, the likelihood of it occurring, its severity
(impact * likelihood), and the level of control SATS has
over the risk. This helps guide mitigation efforts and
determine how to best manage the risks.
• Strategic risks: SATS focuses on factors such as
member attraction, marketing, brand reputation,
expansion, site selection, and competition, with a
higher risk appetite in these areas.
• Operational risks: Emphasizing adaptability, resource
management, and business continuity, SATS maintains
a medium risk appetite, especially for areas like IT
security and talent management.
• Regulatory and compliance risks: SATS highlights
the importance of adhering to regulations, particularly
regarding sustainability and data security, maintaining
a low-risk appetite in these areas.
• Financial risks: SATS manages financial risks
conservatively to maintain solvency, with a low-risk
appetite for financial uncertainty.
The risks that potentially have the greatest adverse
effect on the achievement of SATS’ objectives are
described in the following section. The overview below
is not meant to be exhaustive, and there may be risks or
risk categories that are currently identified as not having
a significant impact on the business of SATS but could
develop into key risks. The primary purpose of SATS’ risk
management systems is to identify changes in SATS’ risk
profiles and any risk-related incidents on a timely basis
so that appropriate measures can be taken. Certain risks
are inherently difficult to foresee, and no guarantee can
therefore be made that our risk management system will
properly identify all risks that we might be exposed to at
any given point in time.
STRATEGIC RISKS
SATS faces several strategic risks that impact on its
long-term growth and competitive position. Ensuring a
positive member experience and satisfaction remains
a top priority, as retaining and attracting members is
crucial for revenue generation. SATS continuously invests
in service improvements, staff training, equipment
maintenance, and enhanced digital engagement through
the SATS app to mitigate these risks.
Competition, particularly from low-cost fitness providers,
is another significant challenge. SATS differentiates itself
PAGE 16 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
by offering premium services, developing unique fitness
concepts, and implementing a strong cluster strategy in
key urban areas.
Expansion into new and existing markets also carries
financial and operational risks. Poor site selection
or market misjudgment could negatively impact
profitability. SATS mitigates this risk by conducting
rigorous market research and financial modeling before
opening new clubs, ensuring sustainable growth.
Securing suitable sites is another key concern, as
factors such as lease costs, location convenience, and
regulatory considerations play a significant role. SATS
addresses this by employing experienced real estate
teams and negotiating flexible lease terms. Furthermore,
maintaining a strong brand perception and reputation is
crucial for long-term success. SATS actively manages
public relations, monitors social media sentiment, and
prioritizes excellent customer service to safeguard its
reputation.
OPERATIONAL RISKS
SATS’ operations rely heavily on technology, making
cybersecurity and IT infrastructure key concerns. Cyber
threats, system failures, and data security risks could
disrupt business activities and damage member trust.
SATS mitigates these risks by insourcing IT functions,
implementing advanced security protocols, and
conducting regular audits to enhance digital resilience.
Talent management is another operational priority.
Attracting and retaining skilled staff is essential for
maintaining service quality. SATS strengthens its
workforce through structured training programs,
leadership development initiatives, and competitive
compensation packages.
Health, safety, and environmental (HSE) risks are
also significant in the fitness industry. Equipment
maintenance, hygiene protocols, and injury prevention
are essential to ensuring member well-being. SATS
implements strict health and safety measures, including
first aid training for staff and regular equipment
inspections. Additionally, criminal activities in fitness
clubs, such as theft or harassment, pose security
challenges. SATS mitigates these risks by enhancing
security measures, such as installing surveillance
cameras, employing security personnel in high-risk
locations, and collaborating with law enforcement.
Unexpected business disruptions, such as pandemics
or natural disasters, could impact SATS’ revenue and
member engagement. SATS has strengthened its
digital training platform to allow members to continue
workouts remotely if physical clubs must close. Business
continuity plans are also regularly reviewed and updated
to ensure rapid responses to crises.
REGULATORY & COMPLIANCE RISKS
Operating across multiple Nordic countries means
SATS must comply with diverse regulatory frameworks,
including consumer protection laws, labor regulations,
and corporate governance requirements. To manage
this complexity, SATS maintains a dedicated legal and
compliance team that monitors regulatory changes,
conducts staff training, and collaborates with external
legal advisors when necessary.
Data protection is another crucial area of compliance,
particularly under the General Data Protection Regulation
(GDPR). SATS processes large volumes of personal data,
making data security a top priority. To prevent breaches
and regulatory penalties, SATS has implemented strong
encryption measures, access controls, and incident
response protocols. Employees undergo regular training
to ensure compliance with data handling policies.
Environmental, social, and governance (ESG)
considerations are increasingly important for both
regulatory compliance and corporate reputation. SATS
is actively working to reduce its environmental footprint,
improve energy efficiency in clubs, and ensure ethical
supply chain practices. Sustainability reporting and ESG
compliance are integrated into business operations to
meet investor and consumer expectations.
FINANCIAL RISKS
Economic conditions, including inflation and fluctuating
interest rates, can impact consumer spending on
fitness memberships. SATS manages this risk by
offering flexible membership models, optimizing pricing
strategies, and implementing cost-control measures.
Capital expenditures for new clubs, equipment upgrades,
and facility maintenance are key financial concerns.
SATS ensures financial sustainability by following a
structured investment strategy, prioritizing high-return
projects, and closely monitoring spending.
Liquidity management is crucial for maintaining
financial stability. SATS ensures sufficient cash reserves,
secures access to credit facilities, and regularly
reviews financial forecasts to mitigate liquidity risks.
Credit risk, particularly from non-paying members, is
managed through strict payment policies, debt collection
procedures, and flexible payment options.
Currency and interest rate fluctuations also pose
financial challenges, as SATS operates in multiple
countries. The company uses hedging strategies and
structured debt agreements to minimize exposure to
exchange rate volatility. Additionally, changes in tax laws
and VAT regulations could impact financial operations.
To address this, SATS continuously monitors tax policies
and works closely with advisors to ensure compliance
and minimize financial risk.
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
EVENTS AFTER THE BALANCE SHEET DATE
On February 11, 2025, the Board of Directors of SATS
ASA resolved to initiate a share buyback program with
a maximum consideration of NOK 100 million. The
buyback program commenced on February 17, 2025, and
ended on March 12, 2025.
Additionally, the Board of Directors has approved a new
investment program aimed aligning the interests
of the participants with those of the Company’s
shareholders. A total of 223 participants in the Share
Investment Program have applied for and been allocated
2,094,198 shares in the Company.
The Board of Directors is not aware of any other events
that occurred after the balance sheet date, or any new
information regarding existing matters, that could have
a material effect on the 2024 consolidated financial
statements.
GOING CONCERN
The Board of Directors confirms that the accounts
have been prepared on a going-concern basis and
in accordance with International Financial Reporting
Standards (IFRS). The Board of Directors believes the
SATS Group has sufficient equity and liquidity to fulfil
both its short-term and long-term obligations.
SHAREHOLDER INFORMATION IN SHORT
SATS ASA’s share capital was NOK 435 million as at
December 31, 2024, divided into 204,694,588 ordinary
shares, each with a par value of NOK 2.125. All shares
have been fully paid and have equal rights. SATS owned
234,114 treasury shares as at the balance sheet date.
The number of shareholders as at December 31, 2024,
was 7,420.
CORPORATE GOVERNANCE IN SHORT
Good corporate governance is a priority for the Board of
Directors. SATS’ objectives for its corporate governance
principles are based on openness, independence, equal
treatment, control, and management, with the ultimate
goal of maximizing shareholder value while creating
added value for all stakeholders. The principles are
designed in compliance with applicable laws, regulations
and ethical standards.
SATS is incorporated and registered in Norway and
subject to Norwegian law as well as the laws and
regulations in the other Nordic countries in which it
operates. SATS’ shares are listed on the Oslo Stock
Exchange (Oslo Børs). As a Norwegian public limited
SATS must comply with inter alia the Norwegian
Public Limited Liability Companies Act, the Norwegian
Securities Trading Act (including without limitation
the Market Abuse Regulation, as implemented under
Norwegian law), and the regulations of Oslo Børs for
issuers of shares listed on the Oslo Stock Exchange. The
company endorses the Norwegian Code of Practice for
Corporate Governance (Norsk anbefaling for eierstyring
og selskapsledelse) issued by the Norwegian Corporate
Governance Board, which was most recently revised on
October 14, 2021.
SATS is subject to the corporate governance reporting
requirements of Section 2-9 of the Norwegian
Accounting Act and the Code, cf. Section 4-4 of the
continuing obligations for stock exchange listed
companies on the Oslo Stock Exchange (Oslo Rule Book
II). The annual report on SATS’ compliance with the Code
has been approved by the Board of Directors, and it is
included in a separate section of the annual report.
SATS ASA has purchased and maintains a Directors and
Officers Liability Insurance on behalf of the members
of the Board and the executive management. The
insurance covers pure financial loss claims against the
Board of Directors and the executive management as a
consequence of compensatory acts and/or omissions in
their respective duties, with an adequate insurance limit.
BUSINESS AND INDUSTRY OUTLOOK
As society increasingly emphasizes health and wellness,
alongside significant global trends like political health
initiatives and digital transformation, awareness around
fitness is on the rise. This shift is driving growth within
the health and wellness sector.
Fitness clubs, particularly full-service operators, are
pivotal to the health and wellness landscape and have
the potential to expand into related areas. The Nordic
region stands out as the most advanced market in
Europe regarding membership penetration. Although the
markets exhibit fragmentation in terms of value, clubs,
and membership numbers, there remains substantial
potential for consolidation. Nordic markets demonstrate
a “penetration premium” compared to the rest of
Europe and are expected to maintain this advantage.
Membership fees in Nordic fitness clubs are the most
affordable in Europe, particularly when considered
against overall leisure spending and similar offerings.
SATS anticipates steady growth in its club membership
over time, driven by its strong market position, as well
as the growing societal interest in health. The company
is confident in its ability to continue adjusting prices,
charging a fair price for its product.
SATS is committed to prioritizing a comprehensive and
top-notch equipment collection, establishing itself as
the premier personal training destination in the Nordics
and introducing a variety of highly esteemed niche
concepts. The company will continue to provide flexible
memberships, ensuring that SATS remains available to
individuals of all preferences.
In line with the ongoing digital evolution in the fitness
industry, SATS is actively exploring exciting avenues
for improving the product. The company is committed
to embracing this trend and focusing on developing an
engaging, high-quality hybrid offering. This strategic
direction ensures that SATS remains valuable to those
who prefer exercising in fitness clubs, outdoors, or from
the comfort of their own homes.
DISCLAIMER
This report includes forward-looking statements that are
based on our current expectations and projections about
future events. Statements herein regarding future events
or prospects, other than statements of historical facts,
are forward-looking statements. All such statements are
subject to inherent risks and uncertainties, and many
factors can lead to actual profit and developments
deviating substantially from what has been expressed
or implied in such statements. As a result, undue
reliance should not be placed on these forward-looking
statements.
PAGE 18 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Board of Directors
Hugo Lund Maurstad
Chair of the Board
• Managing partner and majority shareholder of
Monte Rosa Capital
• Has previously been partner in Altor and Director
in McKinsey & Company
• Has many years of experience as the chair and
board member of multiple private and public
companies
• Has a Master’s in Economics from the
Norwegian Business School (BI)
Andreas Holm
Board Member
• Previous CEO of the sports retail chain
Sportmaster
• Has more than 20 years of experience within the
sporting goods and retail sector
• Has a Master’s in Economics from the
Copenhagen Business School
Martin Folke Tivéus
Board Member
• CEO of Attendo and has held managerial
positions at Klarna, Evidensia Djursjukvård and
Avanza Bank
• Previous board experience from Telia Company,
Danske Bank and Teracom Group
• Has a BSc in Marketing, Economics, Business
and Politics from Stockholm University
Maria Tallaksen
Board Member
• Previous partner with Altor Equity Partners, and
currently serves as board member in Hafslund,
Scatec solar ASA and VOW ASA
• Previous analyst at Morgan Stanley
• Has a business degree (Siviløkonom) from the
Norwegian Business School (BI)
Lisa Åberg
Board Member
• Previous senior partner in McKinsey & Company,
with broad experience across a wide range of
industries and functional areas
• Has a Master’s in Economics from the
Stockholm School of Economics
Carl Thorsson
Board Member
• Club Manager at SATS
SoFo in Sweden
Anita Gullstedt
Board Member
• Club Manager at
SATS Sportpalatset in
Sweden
EMPLOYEE REPRESENTATIVES
PAGE 19 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Extended management
Sondre Gravir
Chief Executive Officer
• CEO of SATS since 2018
• Previously held several senior management
positions, e.g., CEO Aftenposten, CEO FINN and
CEO Schibsted Marketplaces (Now Adevinta)
• Member of Board of Directors of Monterosa
Sport and FINN.no
• Has a business degree from the Norwegian
School of Economics (NHH)
Cecilie Elde
Chief Financial Officer
• Long-standing relationship with SATS through
various roles, CFO since 2016
• Prior to becoming CFO in SATS, she held
managerial positions in NetCom and Tele2
• Board member of RevolutionRace AB
• Has a business degree from the Norwegian
Business School (BI)
Gaute Sandal
Chief Digital Officer
Ellen Marie
Vanberg
Chief Product Officer
Mia Lund Hanusek
Chief Marketing and
Communication Officer
Torodd Gøystdal
Chief People & Operations
Officer
Aleksi Virkkunen
Country Manager Finland
• Country Manager for Finland since 2024
• Held the position as Country Manager of
Byggmax Finland for nine years prior to joining
SATS
• Has a Master of Science degree from Helsinki
School of Business
Wenche Evertsen
Country Manager Norway
• Country Manager for Norway since 2020
• Long-standing relationship with SATS through
various roles
• Has a Bachelor of Business Administration
from the University of Texas of Austin and an
Executive Master of Management from the
Norwegian Business School (BI)
Thorbjørn Milling
Country Manager Denmark
• Country Manager for Denmark since 2024
• Has extensive experience from the fitness
industry in both Denmark and Saudi Arabia, as
well as retail experience from McDonald’s
• Holds a Graduate Diploma of Business
Administration from Aalborg University
GROUP MANAGEMENT
OTHER EXECUTIVES
Karolina Gutke
Country Manager Sweden
• Country Manager for Sweden since 2023
• Held leading positions in H&M for several years
prior to joining SATS
• Has a Master’s in Economics from Lund
University, Sweden
PAGE 20 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Corporate governance
SATS considers good corporate
governance to be a prerequisite for
value creation and trustworthiness
as well as access to capital. In order
to secure strong and sustainable
corporate governance, it is important
that SATS ensures good and healthy
business practices, reliable financial
reporting, and an environment of
compliance with legislation and
regulations across the Group structure.
SATS has governance documents setting out principles
for how its business should be conducted to ensure that
its shareholders’ interests are protected and that the
Group complies with high ethical and social standards.
SATS’ governance regime has been approved by the
Board of Directors and applies to both SATS and its
subsidiaries.
1. IMPLEMENTING AND REPORTING ON CORPORATE
GOVERNANCE
Applicable rules and regulations for corporate
governance
SATS is incorporated and registered in Norway and
is subject to Norwegian law. The shares of SATS are
listed on the Oslo Stock Exchange (Oslo Børs). As a
Norwegian public limited liability company listed on
the Oslo Stock Exchange, SATS must comply with the
Norwegian Public Limited Liability Companies Act, the
Norwegian Securities Trading Act (including, but not
limited to, the Market Abuse Regulation as implemented
under Norwegian law), the Continuing Obligations for
Issuers of Shares on the Oslo Stock Exchange, as set out
in Oslo Rule Book II, and all other applicable laws and
regulations for SATS.
As a company listed on the Oslo Stock Exchange,
SATS is subject to corporate governance reporting
requirements pursuant to Section 2-9 of the Norwegian
Accounting Act, as well as Section 4.4 of Oslo Rule
Book II (the continuing obligations for stock exchange
listed companies). SATS follows the Norwegian Code
of Practice for Corporate Governance (Norsk anbefaling
for eierstyring og selskapsledelse, “NUES”) issued by the
Norwegian Corporate Governance Board as of October
14, 2021 (hereafter named as the “Code”).
SATS’ Board of Directors actively adheres to good
corporate governance standards, and it strives to ensure
that SATS at all times is compliant with the requirements
of Section 2-9 of the Norwegian Accounting Act and the
Norwegian Code of Practice for Corporate Governance.
To the extent SATS does not fully comply with the Code,
it will provide an explanation for the deviation and the
relevant basis for the chosen solution in its annual report
on corporate governance. The annual report on corporate
governance for 2024, as set out herein, has been
approved by the Board of Directors.
Main objectives for corporate governance
The governance structure in SATS is designed to ensure
that operational results correspond to decisions made
and is structured to encourage all employees to strive,
within set boundaries, toward the same goals, with a
common and clear understanding of our vision, set
of values, roles, responsibilities and authority to act.
Corporate governance involves the set of relationships
between management, the Board of Directors, its
shareholders and other stakeholders. Corporate
governance also provides the structure through which
the objectives of the company are set, and it determines
the means of achieving those objectives and monitoring
performance.
SATS’ governance structure comprises the following
governing bodies:
• General Meeting, electing Board members based on
input from the Nomination Committee and making
other corporate resolutions that pursuant to law lie
with the General Meeting.
• The Board of Directors, which sets the strategic
direction for SATS and the overall organization, in
addition to employing the Chief Executive Officer
(CEO), and monitoring performance, risks and control
functions within the Group.
• The CEO, who operationalizes and implements the
Board of Directors’ strategies and directions, is
responsible for the day-to-day management of the
company and reports back to the Board of Directors.
• Group functions, which support the CEO in maintaining
Group-wide policies and oversight and follow-up on
Group wide initiatives.
• Business units, which have been delegated
responsibilities for achieving business objectives.
SATS’ corporate governance policy is based on the Code
and, as such, it is designed to establish a solid basis for
good corporate governance and support the achievement
of SATS’ core objectives on behalf of its shareholders,
including to achieve profitability.
The manner in which SATS is governed is vital to the
development of its value to the shareholders and the
investor market over time. SATS believes that good
corporate governance involves openness and trustful
cooperation between all parties involved in the Group: the
shareholders, the Board of Directors, the management,
employees, members, suppliers, public authorities, and
society at large. By pursuing the principles of good
corporate governance, which have been approved
by the Board of Directors, the Board of Directors and
management strive to contribute to achieving the
following objectives:
• Openness. Communication with SATS’ interest groups
should be based on openness to issues relevant for
the evaluation of the development and position of the
company.
• Independence. The relationship between the Board of
Directors, management and shareholders should be
based on independence, which ensures that decisions
are made on an unbiased and neutral basis.
• Equal treatment. One of SATS’ primary objectives
is equal treatment and equal rights for all its
shareholders.
• Control and management. Good control and
corporate governance mechanisms should contribute
to predictability and reduce the level of risk for
shareholders and other interest groups.
For more information about SATS’ work with corporate
governance and its compliance with the Code, please
read the following sections.
Deviations from Section 1 of the Code: None.
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
2. BUSINESS
In accordance with SATS’ objectives in its articles of
association, it is a leading provider of products and
services related to health and fitness in the Nordics. The
Group, through its brands and concepts SATS, ELIXIA,
Fresh Fitness and SATS Yoga, operates 272 fitness clubs
that serve 733,000 members. The Group employed close
to 10,000 employees as at December 31, 2024.
SATS’ vision is to make people healthier and happier. To
achieve this vision, SATS focuses on four key pillars: 1)
attract new members, 2) engage our members, 3) create
extraordinary moments, and 4) provide high quality clubs.
SATS’ vision is directly linked to its sustainability strategy,
and it is integrated into its daily operations. Sustainability
and social responsibility are key parts of SATS’ overall
strategy. The company aims to create shareholder value
within a sustainable framework, considering economic,
social and environmental factors that involve SATS’
business and the way it operates. For more information,
please read more in SATS’ sustainability report.
Deviations from Section 2 of the Code: None
3. EQUITY AND DIVIDENDS
Shareholders’ equity and capital structure
As at December 31, 2024, SATS had a share capital of
NOK 434,975,999.50, divided into 204,694,588 shares,
each with a nominal value of NOK 2.125. The shares
in SATS are registered in Euronext Securities Oslo, the
Norwegian Securities Trading Depository.
The Board of Directors ensures that the company has
equity capital at a level appropriate to its objectives,
strategy and risk profile, and is continuously monitoring
SATS’ capital situation.
Authorizations to the Board of Directors
Authorizations empowering the Board of Directors to
increase the company’s share capital or to acquire
treasury shares are limited to defined purposes as
resolved by the General Meeting. Any such authorizations
are granted for a period of no longer than until the next
Annual General Meeting.
The Annual General Meeting held on April 25,
2024, granted the Board of Directors the following
authorizations:
• Authorization to increase the share capital by up
to NOK 10,004,448 in connection with a potential
investment program should one be established by
SATS. Deviation from shareholders’ pre-emption rights
is allowed. The authorization is valid until the 2025
Annual General Meeting, but no longer than June 30,
2025.
• Authorization to increase the share capital by up to
NOK 86,995,199.90. Deviation from shareholders’ pre-
emption rights is allowed. The authorization is valid
until the 2025 Annual General Meeting, but no longer
than June 30, 2025.
• Authorization to acquire treasury shares with a total
nominal value of up to NOK 43,497,599.95, to be
used in connection with any obligations by SATS
under existing or any new investment programs. The
authorization is valid until the 2025 Annual General
Meeting, but no longer than June 30, 2025.
Dividend policy
SATS’ leverage and dividend policy aims to ensure
prudent leverage going forward, with excess cash
returned to shareholders. The company targets a net
debt (current and non-current bank borrowings less
cash and cash equivalents) to adjusted EBITDA before
impact of IFRS 16 at the lower end of the 1.5x to 2.0x
range. Excess capital will be returned to shareholders
while considering long-term financial robustness,
growth opportunities and strategic initiatives. The aim
is to distribute at least 50 percent of annual net profit
as a combination of share buybacks and semi-annual
dividends.
When proposing a payout, the Board of Directors
reserves the right to deviate from its current leverage
targets taking into consideration internal and external
factors such as material acquisitions, macroeconomic
conditions and the capital markets environment.
Deviations from Section 3 of the Code: None.
4. EQUAL TREATMENT OF SHAREHOLDERS
SATS has one class of shares, with each share carrying
one vote. The shares in SATS carry equal rights, including
the rights to dividends. The nominal value of the SATS
share is NOK 2.125.
As part of their equal rights in SATS, shareholders have
preemption rights to participate in and subscribe for new
shares in a share capital increase. Any deviation from
this pre-emption right must be justified in the common
interest of the company and its shareholders, as well as
applicable equal treatment regulations.
If the Board of Directors resolves to issue new shares
and deviates from existing shareholders’ pre-emptive
rights pursuant to an authorization granted to the Board
of Directors, the stock exchange announcement must
also include a justification for such deviation. Similarly,
if any resolution by the Board of Directors to issue new
shares is subject to approval by the General Meeting,
justification must also be provided in the notice of the
General Meeting.
The Board of Directors has been granted authorization
from the General Meeting to acquire treasury shares,
inter alia in connection with its share investment
program. SATS’ transactions in treasury shares (own
shares) must be carried out through the Oslo Stock
Exchange’s trading platform at the prevailing trading
price or by making a public offer to all shareholders.
If the liquidity of the SATS share is weak, the Board
of Directors must take particular care when carrying
out a transaction in treasury shares through the stock
exchange to ensure equal treatment of its shareholders.
Deviations from Section 4 of the Code: None.
5. SHARES AND NEGOTIABILITY
SATS’ shares are listed on the Oslo Stock Exchange.
The articles of association do not include any form of
restrictions on the ownership, negotiability or voting
rights relating to SATS’ shares.
Deviations from Section 5 of the Code: None
6. GENERAL MEETINGS
The General Meeting of shareholders is SATS’ supreme
corporate body, serving as a forum for interaction
between the shareholders, the Board of Directors, and
management. The company holds its Annual General
Meeting in accordance with the law and its articles of
association. Extraordinary General Meetings are held as
required.
The next Annual General Meeting of SATS is scheduled
for April 28, 2025. Practical details for the meeting will
follow from the notice to the Annual General Meeting and
on SATS’ investor website.
The Annual General Meeting must be held by the end
of June each year. The articles of association stipulate
that the General Meeting must approve the annual
accounts and the annual report, including distribution of
dividends, and any other matter referred to in the General
Meeting by law or the articles of association. The notice
of the Annual General Meeting must be sent to SATS’
shareholders with known addresses at least 21 days
prior to the meeting. Documents relating to matters to be
dealt with by the General Meeting, including documents
that by law must be included or attached to the notice,
will not be sent to the shareholders if such documents
have been made available on the company’s website,
provided that a shareholder nevertheless may request
that documents relating to matters to be dealt with at the
Annual General Meeting are sent to them.
Shareholders who want to participate in the General
Meeting must notify the company thereof within a
specific deadline that cannot expire earlier than two days
prior to the General Meeting.
Shareholders will be able to vote on each individual
matter in the General Meeting. Shareholders who are
unable to attend the General Meeting may vote in
advance or by proxy. SATS’ shareholders may vote in
writing, including through electronic communication,
during a specific period before the General Meeting.
More information about voting instructions as well as
the use of proxies will be included in the notice of the
General Meeting.
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The chair of the Board of Directors, or another person
nominated by the Board of Directors, attends and
opens the General Meeting. The company facilitates
the chairing of the General Meeting by an independent
person.
Deviations from Section 6 of the Code: None.
7. NOMINATION COMMITTEE
The articles of association of SATS stipulate that the
company must have a Nomination Committee consisting
of between two and three members. Furthermore, the
composition of the Nomination Committee must be
resolved by the General Meeting, where the majority of
the committee members must be independent from
the Board of Directors and management. The members
are elected for periods of two years, unless otherwise
resolved by the General Meeting.
The Nomination Committee consists of Erik Thorsen
(chair), Øistein Widding (member) and Ulrik Andersson
(member). They were appointed at the 2023 Annual
General Meeting until the 2025 Annual General Meeting.
The members are independent from the Board of
Directors and management.
The work of the Nomination Committee is to give
recommendations to the General Meeting for the
election of members to the Board of Directors as well
as the members of the Nomination Committee, and to
recommend the remuneration for the Board members
and Nomination Committee members. The General
Meeting has adopted instructions for the Nomination
Committee.
Deviations from Section 7 of the Code: None.
8. BOARD OF DIRECTORS: COMPOSITION AND
INDEPENDENCE
Pursuant to the articles of association of SATS, the
Board of Directors must comprise between three and
nine members elected by the General Meeting. Board
members are appointed for a period of two years unless
otherwise decided by the General Meeting in connection
with the election.
The SATS Board of Directors is diverse, meeting
the gender balance requirements set by Norwegian
legislation (allmennaksjeloven). Of the seven board
members, three are woman. The current Board of
Directors comprises the following seven Board members:
Hugo Lund Maurstad (chair), Maria Tallaksen (member),
Andreas Høgdall Holm (member), Lisa Birgitta Charlott
Åberg (member), Martin Folke Tivéus (member), Anita
Gullstedt (member, employee representative) and
Carl Thorsson (member, employee representative).
Additionally, there are two deputy representatives to
the Board: Helena Tahkola (deputy member, employee
representative) and Hermon Melles (deputy member,
employee representative). The Board is composed of
43% women and 57% men. All members of the Board are
non-executive and independent.
The Code stipulates that the composition of the Board of
Directors should ensure that it can operate independently
of any special interest and therefore that the majority
of the Board members should be independent from the
company’s management and material business contacts.
At least two Board members must be independent from
the company’s main shareholders (shareholders holding
more than 10 percent of the shares in the company). The
Board composition meets the requirements of the Code,
as all the shareholder-elected members are independent
from the company’s management, material business
contacts and largest shareholders.
The members of the Board bring extensive and relevant
experience to the company, particularly in sectors and
geographical locations where SATS operates. The
Board’s duties, such as approving budgets, business
plans, and overseeing capital and financing issues,
require experience and knowledge relevant to the
specific markets and products in which SATS is involved.
Additionally, they ensure the strategic planning and
compliance activities are aligned with the company’s
objectives in the relevant regions and industries. A
description of the competence and background for
the Board members can be found at the webpage.
Please refer to the sustainability report for additional
information.
Deviations from Section 8 of the Code: None.
9. THE WORK OF THE BOARD OF DIRECTORS
The Board of Directors
The SATS Board of Directors is composed with the
intention of exercising significant involvement and
extensive oversight of the Group’s operations. The
Board of Directors is responsible for the governance
and administration of the company and must ensure the
appropriate organization of the company’s business.
While the Board of Directors has formal and overall
responsibility for the administration of the company, the
day-to-day administration and activities are delegated
to the CEO. It is nevertheless the Board of Directors’
responsibility to ensure that the company’s activities are
properly organized, keep itself informed of the company’s
financial position, and ensure that the company’s
activities, accounts, and asset management are subject
to adequate control.
The Board of Directors conducts its work in accordance
with the Instructions for the Board of Directors, which
includes a policy on how the company handles related-
party transactions and the Board of Directors’ annual
agenda. The annual agenda covers an annual meeting
and activity plan covering strategic planning, business
issues and oversight activities for the upcoming financial
year. The key activities of the Board of Directors include:
• Setting and overseeing the achievement of SATS’
overall long-term strategies and goals
• Setting the overall organization and principles for
company operations and monitoring compliance with
these
• Approving budgets, business plans and investment
limits
• Handling capital and financing issues
• Issuing the instructions for the CEO, as well as
monitoring the CEO’s work and the company’s
performance
• Evaluating the company’s internal control functions,
risk management, sustainability reporting and
compliance with SATS’ Code of Conduct
• Evaluating any transactions between SATS and
its shareholders, a shareholder’s parent company,
members of the Board of Directors, management
or any related person to any such party that are
deemed to be material pursuant to the Norwegian
Public Limited Liability Companies Act. Any such
material transactions are subject to approval by the
General Meeting, and the Board of Directors is in such
case required to arrange for an independent auditor
valuation of the transaction.
Additional matters that require attention from the Board
of Directors will be included in the Board of Directors’
agenda as needed. The agenda, meeting materials and
minutes from the Board meetings are distributed and
archived by the CFO.
Neither members of the Board of Directors nor members
of management can consider items in which they have
a special and prominent interest. The interest of such
persons is always considered in accordance with the
principles included in the Instructions for the Board of
Directors, and any interest is notified by the relevant
person to ensure that all matters can be considered in an
unbiased and satisfactory way.
Nine board meetings were held in 2024.
Board committees
The Board of Directors has established two permanent
sub-committees: the Remuneration Committee and
the Audit Committee, which are described below. The
committees function as advisory committees to the
Board, meaning that all decisions lie with the Board
of Directors in accordance with the Norwegian Public
Limited Liability Companies Act. The Remuneration
Committee and the Audit Committee supervise the
work of the company’s management on behalf of the
Board of Directors and prepare matters for the Board of
Directors to consider and resolve within their respective
designated areas. The committees have the opportunity
to work together with company resources as part of
their preparatory work as well as to seek advice and
recommendations externally.
Remuneration Committee
The Remuneration Committee must consist of between
two and three members of the Board of Directors. The
current members of the Remuneration Committee are
Hugo Lund Maurstad (chair) and Lisa Birgitta Charlott
Åberg (member).
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The primary purpose of the Remuneration Committee
is to assist the Board of Directors in matters relating to
the remuneration of the executive management of the
Group, review succession policies, career planning and
management development plans, and prepare matters
relating to other material employment issues in respect
of executive management.
The Remuneration Committee reports and makes
recommendations to the Board of Directors, but the
Board of Directors retains responsibility for implementing
such recommendations through Board resolutions.
One Remuneration Committee meeting was held in 2024.
The Audit Committee
The Audit Committee must consist of between two and
three members of the Board of Directors who jointly
have the required qualifications and competence in
accounting and auditing set out in the Norwegian Public
Limited Liability Companies Act. The current members of
the Audit Committee are Martin Tivéus (chair) and Maria
Tallaksen (member). The committee members serve for
two years until 2025 unless their service is extended by
the Board of Directors.
The Audit Committee supports the Board of Directors
in fulfilling its responsibilities with respect to financial
reporting, internal controls, internal and external audit,
risk management and risk framework. The primary
purposes of the Audit Committee are to Assist the
Board of Directors in discharging its duties relating to
the safeguarding of assets, the operation of adequate
system and internal controls, the control processes
and the preparation of accurate financial reporting
and statements in compliance with applicable legal
requirements, corporate governance, and accounting
standards.
• Monitor and assess the quality of the statutory audit of
Group companies and the Group’s financial statements
• Contribute to ensure the independence of the external
auditor and ensure compliance with applicable rules
and guidelines regarding the provision of additional
services by the auditor to the Group or Group
companies
• Provide support to the Board of Directors on the risk
profile and risk management of the Group
• Initiate investigations, if necessary, and propose
measures relating to the abovementioned.
• Oversee the company’s approach to sustainability
reporting and disclosures, ensuring alignment with
regulatory requirements and the company’s broader
ESG commitments
The Audit Committee reports and makes
recommendations to the Board of Directors, but
the Board of Directors retains responsibility for
implementation of such recommendations through
Board resolutions.
Six Remuneration Committee meetings were held in
2024.
The CEO
The Board of Directors has prepared instructions for the
CEO. The CEO is responsible for business development
and leads and coordinates the day-to-day operations in
accordance with such instructions as well as any other
decisions made by the Board of Directors.
Having the overall responsibility, the CEO has the final
say in all decisions according to legal requirements
after consulting and receiving feedback from relevant
members of the management team.
The CEO issues a delegation of obligations and authority,
which defines the responsibilities of the country
managers and Group functions, and within which limits
they may make decisions. Within this framework, duties
and decision authorities are further delegated person-to-
person via solid reporting lines based on the roles in the
operational organization.
Deviations from Section 9 of the Code: None.
10. RISK MANAGEMENT AND INTERNAL CONTROL
Risk management
SATS operates within four jurisdictions in the Nordics:
Norway, Sweden, Denmark and Finland. The health and
fitness industry in these geographical markets is highly
competitive. In achieving its long-term strategic goals,
SATS is inherently involved in taking risks. Hence, risk
management is an essential element of SATS’ culture,
corporate governance, strategy and operational and
financial management.
SATS’ risk management is centralized as part of its
Nordic functions. Through this work, SATS ensures that
all significant risks relating to strategic, operational,
regulatory and financial aspects of its operations are
identified, analyzed and followed up through the day-to-
day work carried out by the business units and functions.
The Board of Directors is involved in the risk
management of the Group’s operations and bears
overall responsibility for the company having sound
internal control systems for risk management. In this
respect, the Board of Directors, together with SATS’
management team, carries out an annual review of
the most important areas of the Group’s overall risk
exposure. The compliance function of the Group is
responsible for SATS’ risk management model. This
includes presenting the Group’s consolidated risk report
to management, the Audit Committee and the Board
of Directors and maintaining guidelines and templates
for risk management and reporting. Refer to SATS’ Risk
Management Policy and the risk chapter of this Annual
Report for more information.
Internal control
SATS’ internal control framework is an essential part
of its governance system. An annual review is in place
to ensure compliance with policies and procedures,
while assessing the effectiveness of process-level
controls. SATS must comply with and adhere to various
regulations concerning, for example, health and safety,
privacy, environment, accounting, and taxes.
A plan for ensuring ongoing effective and efficient
internal control shall be prepared and presented to the
Audit Committee and Board for approval annually and
prior to the start of the fiscal year. The plan shall be
prepared by the Compliance Officer and consider the
learning and takeaways of managers of the relevant
business units (“Control Owners”) from this year’s
process and any changes expected to impact the internal
control process. The Compliance Officer shall prepare
a report annually that evaluates and consolidates the
results from the self-assessment process, any additional
testing performed, and any detected incidents of errors
indicating control deficiencies and present this report to
the relevant Control Owners and the CFO.
The annual report summarizes the identified deficiencies
and assesses if they, either individually or in aggregate,
are significant at the Group level. The summary should
also include an analysis of root causes and planned
remediating activities.
SATS’ compliance function is responsible for supporting
and monitoring compliance with legal requirements
and internal governance documents. The function is
independent of operational activities and reports to
the CEO as well as administratively to the CFO. The
function monitors the development of the company’s
risk exposure and internal control regime on an ongoing
basis. The function has the right and obligation to report
directly to the Board of Directors if material risks and
compliance incidents have not been communicated in a
timely manner to the Board of Directors through ordinary
reporting lines.
The SATS system for ICFR is based on the COSO
framework and the three lines of defense model. The
approach is top-down and risk-based, beginning with the
assessment of risks of significant errors in the Group’s
consolidated financial statements. The controls are
designed from the top (Entity Level Controls) down to the
process level (Process Level Controls), and the sum of all
these controls makes up the total ICFR design for SATS.
The ICFR Framework at SATS is an integral part of SATS’
governance system, and the company has designed an
annual process to ensure compliance with policies and
procedures, the effectiveness of process level controls,
and maintenance of system effectiveness. An ICFR plan
for ensuring ongoing effective and efficient ICFR must
be prepared every year and presented to the Board of
Directors for approval prior to the start of the fiscal year.
The ICFR plan must be prepared by the ICFR Officer and
take into account the Control Owners’ learnings, the
results from the year’s ICFR process, and any changes
expected to impact ICFR.
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Deviations from Section 10 of the Code: None.
11. REMUNERATION TO THE BOARD OF DIRECTORS
The remuneration to the Board of Directors must
reflect the Board’s responsibility, expertise, and time
commitment and the complexity of SATS’ business. No
Board member has taken on any specific assignments
for SATS in addition to their appointment as a member
of the Board of Directors. The remuneration is resolved
by the General Meeting pursuant to the recommendation
from the Nomination Committee.
Remuneration to the Board of Directors is reported in
the notes to the consolidated financial statements. The
remuneration to the Board of Directors is not linked to
SATS’ performance. No Board member has been granted
any share options.
Deviations from Section 11 of the Code: None.
12. REMUNERATION TO EXECUTIVE PERSONNEL
The Board of Directors has prepared and adopted clear
and understandable guidelines for salary and other
remuneration to executive personnel in line with the
requirements of Section 6-16a of the Norwegian Public
Limited Liability Companies Act and Section 12 of the
Code. The guidelines set out principles that ensure
responsible and sustainable remuneration decisions in a
manner that promotes SATS’ business strategy, long-
term interests and financial sustainability. The current
guidelines were approved by the 2023 General Meeting.
The guidelines will be assessed by the Board of
Directors on an annual basis, as a minimum, whereas
any significant changes in SATS’ remuneration policies
for executive personnel require a revision of the current
guidelines and will be subject to approval by the General
Meeting. The guidelines, in any event, will be approved by
the General Meeting every fourth year.
The Remuneration Committee presents its
recommendation to the Board of Directors concerning
remuneration to executive personnel on an annual
basis, and in this respect, assesses such remuneration
annually. The performance-based elements of the
remuneration to executive personnel are subject to an
absolute limit, as set out in SATS’ guidelines for salary
and other remuneration to executive personnel. See
report on salaries and other remuneration to Senior
Executives 2024 available on SATS’ website under
General Meetings for information and details related
to compensation for management and the Board of
Directors.
Deviations from Section 12 of the Code: None.
13. INFORMATION AND COMMUNICATIONS
SATS believes that it has transparent and honest
communication with its shareholders, the capital market
and other stakeholders. The Board of Directors seeks
to ensure that the company’s accounting and financial
reporting inspires investor confidence.
Information is published regularly through the
company’s annual reports, quarterly reports, press
releases, investor presentations, and stock exchange
announcements in accordance with what is deemed
appropriate at any given time, as well as in accordance
with statutory requirements for such publications. The
company’s annual reports and quarterly reports contain
extensive information about various aspects of the
Group’s business, activities and initiatives. Quarterly
presentations are webcast to the investor market, and
investors are invited to participate in Q&A sessions and
schedule investor meetings.
The shareholders of SATS, the capital market, and the
public in general are treated equally when it comes to
access to the company’s financial information. The
investor relations department at SATS maintains regular
contact with the shareholders, potential investors,
analysts and other financial market stakeholders. The
Board of Directors has been informed about SATS’
investor relations activities.
SATS publishes its financial calendar each year. The
financial calendar is publicly available on the company’s
investor website.
Deviations from Section 13 of the Code: None.
14. TAKEOVERS
The Board of Directors will not seek to hinder or obstruct
any takeover bids for SATS or its shares. In the event of
such a bid, the Board of Directors will seek to comply
with Section 14 of the Code and applicable laws and
regulations for takeover processes.
There are no defense mechanisms against takeover
bids in SATS’ articles of association or any underlying
steering document. In corporate takeover or restructuring
situations, the Board of Directors must exercise due
and proper care to preserve all shareholders’ values
and interests to the greatest extent possible. During the
course of a takeover process, the Board of Directors
and management must ensure that all shareholders
are treated equally and that the business activities
of the Group are not unnecessarily disrupted. The
Board of Directors is responsible for ensuring that the
shareholders of SATS are given sufficient information
and time to form a view on any takeover offers presented
to them.
Other than as described above, the Board of Directors
has not found it necessary to draw up any explicit basic
principles for SATS’ behavior in the event of a takeover
bid. The Board of Directors concurs with Section 14
of the Code and the recommendations set out there
regarding takeover processes, and it will seek to follow
the recommendations of the Code should a takeover
process become relevant.
Deviations from Section 14 of the Code: None.
15. AUDITOR
The external auditor of SATS is Deloitte AS, which has
been the company’s auditor since 2015. The auditor is
fully independent from the company.
The auditors are responsible for the audit of SATS’
consolidated annual report and accounting records to
remit whether these have been prepared in accordance
with applicable laws and recommendations. Prior to the
audit, the Audit Committee reviews Deloitte’s plan for
the audit and, after completion, reviews the plan and the
work performed.
The auditor is present in meetings when the internal
control over financial reporting (ICFR) is presented to
the Audit Committee. The auditor is generally present
at meetings held by the Audit Committee and is thus
involved in the Audit Committee’s work with the annual
accounts and other related tasks.
The auditor is also involved in the review of the
company’s internal control procedures and reports
regularly to the Audit Committee. Additionally, the auditor
presents the audit and work related thereto to the Board
of Directors.
Deloitte assists SATS with some non audit services.
SATS has policies regulating the use of non-auditing
services from Deloitte, which also has internal processes
and procedures to ensure its independence. The Audit
Committee is responsible for approving non-auditing
services from Deloitte in advance of SATS’ engagement
of them.
The auditor’s fees are specified in Note 6 Other operating
expenses to the annual report.
Deviations from Section 15 of the Code: None.
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Shareholder information
Exchange in 2019 and had a market
capitalization of NOK 5,424 million at
year-end 2024. SATS aims to generate
positive value and offer long-term
financial returns to its shareholders. To
accomplish this, the company intends
to follow its business plan closely and
communicate clearly, ensuring that
the stock price accurately represents
the company’s value and potential for
growth.
INVESTOR RELATIONS POLICY
SATS aims to have a transparent and open dialogue with
the financial market and ensure timely disclosure of
relevant information to the market and equal treatment
of its shareholders. All disclosure, communication and
reporting by SATS will comply with applicable laws
and regulations as well as relevant recommendations
for listed companies and market practice. Financial
information and other information for investors, such
as presentations on SATS’ quarterly results and capital
market days, will be provided in English. SATS will publish
quarterly financial results in accordance with its financial
calendar, which is published annually on its website
and on the stock exchange. No investor and analyst
meetings will be held during the three weeks prior to the
presentation of the company’s financial results. SATS
ASA complies with the Oslo Børs Code of Practice for IR
of March 1, 2021.
GOVERNANCE PRINCIPLES
SATS considers good corporate governance to be
a prerequisite for value creation, trustworthiness
and access to capital. In order to secure strong and
sustainable corporate governance, it is important that
SATS ensures good and healthy business practices,
reliable financial reporting, and an environment of
compliance with legislation and regulations across the
Group. SATS has governance documents setting out
principles for how its business should be conducted.
These apply to all of SATS’ subsidiaries as well as SATS
itself. SATS’ governance regime is approved by SATS’
Board of Directors.
SHARE CAPITAL
SATS ASA’s share capital was NOK 435 million as at
December 31, 2024, divided into 204,694,588 ordinary
shares, each with a par value of NOK 2.125. All shares
have been fully paid and have equal rights. SATS owned
234,114 treasury shares as at the balance sheet date.
The number of shareholders as at December 31, 2024,
was 7,420.
Analyst coverage
ABG Sundal Collier Petter Nystrøm +47 22 01 61 35
Carnegie Eirik Rafdal +47 22 00 93 78
DNB Ole Martin Westgaard +47 24 16 92 98
Kepler Cheuvreux Håkon Nelson +47 23 13 90 73
Pareto Securities Joachim Huse +47 24 13 21 07
Sparebank 1 Markets Andreas Aas-Jakobsen +47 24 13 36 83
7
May
28
October
21
August
28
April
27
March
2025 2025202520252025
Q1 2025
Results and CMD
Q3 2025
Results
Q2 2025
Results
Annual General
Meeting 2025
Annual Report
2024
Financial calendar
SATS ASA will publish its quarterly interim financial statements on the following dates for 2025:
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Shareholders
Number of ordinaryshares Ownership percentage
1 TG Nordic Invest 46,347,035 22.6%
2 Salt Value AS 8,726,865 4.3%
3 Maaseide Holdco AS 7,990,976 3.9%
4 Sats Management Invest AS 7,591,213 3.7%
5 J.P. Morgan SE, SE 5,596,154 2.7%
6 Verdipapirfondet KLP AksjeNorge 5,257,569 2.6%
7 VPF DNB AM Norske Aksjer 5,193,380 2.5%
8 J.P. Morgan SE, FIN 5,193,380 2.5%
9 Funkybiz AS 5,000,000 2.4%
10 The Bank of New York Mellon SA/NV, UK 4,096,066 2.0%
11 Vevlen Gård AS 3,900,000 1.9%
12 Morgan Stanley & Co. Int. Plc. 3,562,534 1.7%
13 The Bank of New York Mellon SA/NV, IE 3,088,000 1.5%
14 Skandinaviska Enskilda Banken AB 2,949,885 1.4%
15 UBS AG 2,890,702 1.4%
16 J.P. Morgan SE, LU 2,772,305 1.4%
17 N.A. Citibank 2,734,868 1.3%
18 VPF Sparebank 1 Norge Verdi 2,712,627 1.3%
19 Sole Active AS 2,246,057 1.1%
20 Verdipapirfondet DNB SMB 2,043,456 1.0%
Other 74,792,107 37%
Total 204,694,588 100%
Ownership structure
Percentage holding Number of shareholders Number of shares Proportion of the share capital
<0.5% 2,676 102,847 0.1%
0.5-1% 1,131 196,933 0.1%
1-3% 994 363,546 0.2%
3-5% 864 678,306 0.3%
5-10% 1,667 11,255,742 5.5%
>10% 151 192,097,214 93.8%
Sum 7,483 204,694,588 100%
Shareholders
by country of residence
Total shareholders
31.12.2024
Market cap
31.12.2024
7,420 5,404
Million
Shareprice development 2024 compared to OSEBX, indexed
01.01.2024–31.12.2024
SATS OSEBX
-20
0
20
40
60
80
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
n Norway (53%)
n Denmark (23%)
n Sweden (9%)
n Other (15%)
Sustainability Report
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Sustainability report
Sustainability highlights 28
General Information 29
Double materiality assessment 34
Environment 41
Statement on the EU taxonomy for
sustainable economic activities 42
Climate change 48
Social 54
Own workforce (S1) 55
Consumers and end-users (S4) 60
Governance 66
Business Conduct (G1) 67
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
At SATS, we are committed to
sustainability through a comprehensive
Environmental, Social, and Governance
(ESG) approach that strengthens
our business, enhances member
experiences, and delivers long-
term value to our investors. Our
sustainability efforts focus on reducing
our environmental footprint, fostering
a positive social impact, and ensuring
strong corporate governance.
We continuously implement measures to minimize
our environmental footprint and promote sustainable
practices across our gym network. We have invested
in energy-efficient lighting, HVAC systems, and
smart energy management tools to reduce electricity
consumption. Additionally, we have started several
emission reduction initiatives. In terms of sustainable
procurement, we prioritize eco-friendly materials and
work with suppliers who uphold high environmental
standards.
SATS is dedicated to fostering a healthier society by
making fitness accessible and creating a positive
workplace culture for our employees. We provide a
wide range of group training alternatives, digital fitness
solutions, and community-driven initiatives to encourage
active lifestyles. We prioritize employee satisfaction and
engagement, as reflected in our improving employee net
promoter score (eNPS). Our regular performance reviews
and feedback culture ensure continuous professional
development. Furthermore, we offer a wide range of
learning opportunities for our employees through SATS
Academy. We also promote equal opportunities across
our workforce and maintain an inclusive environment
that supports all employees and members. Through
partnerships and outreach programs, we encourage
physical activity for all age groups and demographics,
contributing to public health and wellbeing.
Strong governance ensures we maintain integrity,
accountability, and sustainable growth. We continuously
assess and strengthen relationships with suppliers to
ensure ethical and responsible business conduct. We
also proactively identify and mitigate ESG-related risks,
ensuring compliance with regulatory requirements and
investor expectations.
Looking ahead, we will continue to invest in sustainability
initiatives that enhance our operational efficiency, reduce
our environmental impact, and support employee and
member well-being. Our commitment to ESG principles
positions SATS as a responsible and forward-thinking
company, creating long-term value for our investors and
stakeholders. By integrating sustainability into our core
business strategy, we not only enhance our competitive
advantage but also contribute to a healthier and more
sustainable future for all.
Sustainability highlights
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
General Information
consolidated businesses owned by SATS as of December
31, 2024. Data from discontinued or closed businesses
are included for the portion of the reporting period
they were operational unless otherwise indicated. The
sustainability report encompasses both our upstream
and downstream value chains, focusing on areas where
the nature of a topic makes it relevant and reporting is
required under the Norwegian Accounting Act or other
regulatory frameworks.
REPORTING SYSTEMS AND PROCESSES
Indicators for climate change, energy, water, resource
usage, and waste are collected annually through manual
processes and subsequently incorporated into SATS’
environmental reporting overview. Indicators for health
and safety of SATS’ own workforce are gathered through
the incident reporting systems Agrippa and IA-systemet.
Diversity and other KPIs related to our own workforce
are collected from SATS’ ERP system and the annual
employee survey, SATS’ engagement survey. Indicators
for employees in the value chain are based on SATS’ due
diligence processes and data collected from business
areas, procurement functions, and the overview from
SATS’ corporate audit and internal control over alerts
reported to line management, support functions, and
SATS’ legal and compliance department. Data for
consumers and end users are based on customer
satisfaction studies or calculated by corporate functions
based on third-party data.
THE BASIS FOR THE REPORT AND REPORTING
LIMITATIONS
The basis for the calculation and presentation of
sustainability figures and metrics assessed to be
material is described in the notes to the respective
figures, including information on whether the figures are
measured directly or estimated based on sources such
as third-party data or statistical averages. Measurement
values are collected from SATS’ operational units based
on local management systems and are typically based
on data from HR, procurement, finance etc. Controls are
performed to ensure that the information is complete
The sustainability report presents SATS’ governance and
results related to material sustainability topics, including
detailed performance indicators.
This general information section presents identified
material sustainability-related impacts, risks, and
opportunities, as well as our principles for sustainability
reporting, which form the basis for the preparation of the
sustainability report.
PRINCIPLES FOR SUSTAINABILITY REPORTING
The purpose of SATS’ reporting is to provide stake-
holders with an accurate and balanced picture of
relevant aspects, activities, practices, and results for
2024. The sustainability report is prepared on the same
consolidated basis as the annual financial statements
and includes the entire SATS Group, unless otherwise
stated.
LEGALLY MANDATED REPORTING AND REPORTING
STANDARDS
Our sustainability report has been prepared in
accordance with the Accounting Act and other applicable
reporting requirements. Reporting required by the Anti-
Discrimination Act is included in the chapter on Equal
treatment and opportunities for all. Reporting mandated
by the Norwegian Transparency Act of 2021 is presented
on our website.
We have updated and restructured our report for
sustainability in 2024 in accordance with the updated
Norwegian Accounting Act which incorporates the EU
Corporate Sustainability Reporting Directive (CSRD) and
the relevant European Sustainability Reporting Standards
(ESRS). See the section Changes in reporting for an
overview of what these changes entail.
REPORTING SCOPE AND SPECIFIC INFORMATION
The sustainability report covers the period from January
1 to December 31, 2024. Businesses that have been
sold or spun off during the year are not included unless
otherwise specified. The reporting encompasses all
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
and accurate. There is no universal method for collecting
data or ensuring the completeness of data points, which
may lead to uncertainty in the report. The notes to the
chapters on each material sustainability topic include
information on sources of estimation and/or uncertainty.
CHANGES IN REPORTING
SATS’ sustainability report in the integrated annual report
for 2024 has been restructured based on the Norwegian
Accounting Act and ESRS. The changes include the
following:
• Updated double materiality assessment (DMA): SATS
assessment of material sustainability topics has been
updated based on the newest guidance from ERFAG
and the ESRS. Unlike last year, the DMA has now been
conducted at the impact, risk and opportunity (IRO)
level. As a result, some sustainability topics previously
considered material are no longer classified as such
and have been excluded from the 2024 report.
• Restructuring of the reporting: The sustainability report
is integrated into the Board of Directors annual report,
with references to relevant sections located outside
the sustainability report but within the broader annual
report. The sustainability report follows the structure
required by the ESRS.
• Preparation of the General Information chapter:
This chapter follows the structure and reporting
requirements in the ESRS 2 standard.
• General Information chapter: This chapter provides
a summary of our assessment of material IROs
related to each ESRS topical standard. It outlines the
identified impacts, risks, and opportunities for each
material sustainability issue along with details of
due diligence assessments and stakeholder dialogue
under the section “Our approach” or “Our approach
and policies,” a section on “Strategy” that describes
how we address the impact, risk, or opportunity, and
a section on “Actions” that highlights both completed
actions in 2024 and planned actions for 2025–2026.
Where applicable, the chapter also includes targets
and metrics related to each material topic.
There have also been several minor changes in the
sustainability report, primarily involving increased
reporting and the addition of more sustainability
indicators, including the following:
• The sustainability chapters corresponding to
material sustainability topics identified in 2024 have
been reorganized and integrated into the sections
corresponding to ESRS topics.
• An assessment of taxonomy eligibility and alignment
of SATS’ activities associated with the taxonomy have
been integrated into the sustainability report under the
chapter on Environment.
No significant errors have been identified in previous
periods, but some minor corrections have been made to
certain measurements. Such corrections are described in
the note to the respective figures.
INCORPORATION OF ESRS REQUIREMENTS BY
REFERENCE TO OTHER PARTS OF THE ANNUAL
REPORT
Information on how our business and business model
are adapting to address sustainability-related risks
and opportunities (SBM-3) is described alongside the
reporting related to each material topic.
Our description
of how we have prioritized sustainability risks compared
to other types of risks is described in the chapter on
risk. Revenue per IFRS 8 segment is presented in Note
3 Segment information to the consolidated financial
statements.
The description of SATS’ governance bodies (GOV-1) and
their work on sustainability issues (GOV-2) is included
in the chapter on Corporate Governance. As of the date
of publication, we have no integration of sustainability
matters into performance-based incentive schemes
(GOV-3).
An index of ESRS disclosure requirements compiled
during the preparation of the sustainability report (IRO-2)
is available in the Appendix.
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
external audit is risk-based, with the auditors sharing
their findings and feedback with the Audit Committee
and SATS’ sustainability reporting team. The auditors
also present their feedback to the Board in connection
with the Board’s review and approval of the annual report.
The main risks are related to the completeness and
accuracy of the data and manual errors in the reporting
process from gathering data from multiple systems
and individuals to create the annual report. SATS has
implemented controls based on its assessment of risks
in the sustainability report, including access controls
and automated data controls in the systems from which
data is gathered and review controls for quantitative and
qualitative data in the sustainability reports by business
area and corporate functions.
If any allegations or incidents of corruption or bribery
arise and there are no current procedures in place,
the Supervisory Bodies may issue that the Company
implement additional protocols to prevent, detect, and
address such issues, ensuring continuous improvement
and compliance. In other words, the role of the
Supervisory Bodies is to ensure that SATS has effective
controls in place to uphold proper business conduct.
While they bring extensive hands-on experience, they
do not have specific expertise in overseeing business
conduct.
Therefore, they rely on the company’s Legal department
and various business units for guidance and
recommendations to ensure proper conduct.
Our external auditor also conducts testing of our
sustainability reporting as part of the limited assurance
attestation it provides for the sustainability report. The
control activities performed by the external auditor are
described in the auditor’s report.
DUE DILIGENCE FOR SUSTAINABILITY
All material sustainability topics have been assessed
in the formulation of SATS’ overarching strategy. The
corporate strategy is supported by specific strategies
on climate change, energy management, members’
individual health and well-being, public health, working
conditions, diversity, equality and discrimination,
corporate culture, and supplier management.
Requirements on sustainability due diligence and risk
management, in line with our sustainability strategies,
are embedded in business processes through SATS’
Group policies, including our health and safety policy,
privacy policy, whistleblower policy, anti-corruption
and anti-bribery policy, sustainable procurement policy,
and the company’s code of conduct and guidelines for
suppliers code of conduct. Our policies are reviewed
and updated at least every second year, meaning that all
policies have been reviewed in 2024 and are subject to
revision in 2026.
The sustainability report provides for each material
sustainability topic an overview of the risk assessment
and due diligence related to each sustainability issue as
well as SATS’ assessment of identified negative impacts,
measures to address identified impacts, and the results
of these measures.
SATS has conducted a thorough analysis of material
sustainability-related impacts, risks, and opportunities
in alignment with the ESRS framework and the double
materiality requirements. This assessment is validated
by SATS’ Sustainability Committee and the Nordic
Management Group and approved by the Board.
To ensure that administrative, management, and
supervisory bodies are fully informed about material
impacts, risks, opportunities, and the implementation of
due diligence processes — as well as the effectiveness
of related policies, actions, metrics and targets — the
Sustainability Committee delivers an annual briefing.
This includes presenting the findings of the annually
reassessed DMA and submitting the sustainability report
for Board approval.
Given the close alignment between SATS’ sustainability
and commercial strategies, the annual briefing ensures
that administrative, management, and supervisory bodies
are fully informed about material impacts, risks, and
opportunities. This enables them to effectively integrate
these considerations when overseeing strategy, making
decisions on significant transactions, and managing
risk. By aligning decision-making and risk management
practices with both our commercial and sustainability
objectives, we ensure a cohesive approach to achieving
our long-term business and sustainability goals.
The
double materiality assessment is based on input from
SATS’ sustainability experts and employees responsible
for people, environment, social responsibility, health and
safety, compensation and benefits, diversity, inclusion
and belonging, compliance, and risk management in
the business, as well as input from risk management
and sustainability functions in each business area.
Involving risk management resources in the materiality
assessment supports the identification and further
evaluation of sustainability-related impacts and risks.
Input from SATS’ corporate functions and business areas
includes their summary of feedback received through
their engagement with affected stakeholders and their
interaction with external sustainability experts and users
of our sustainability statement. The findings from risk
assessments and internal controls conducted as part of
the double materiality report are communicated to the
relevant internal functions, ensuring that identified risks
are appropriately addressed and managed.
RISK MANAGEMENT AND INTERNAL CONTROL OVER
SUSTAINABILITY REPORTING
SATS established a Sustainability Committee in 2023,
through a mandate by the Board of Directors, to oversee
and manage sustainability-related impacts, risks and
opportunities. The committee is responsible for regularly
assessing risks and controls in the sustainability
reporting process, ensuring compliance with regulatory
requirements, and addressing ESG matters as they arise.
It collaborates with relevant business units, and may
escalate any significant matters to the Audit Committee,
the Nordic Management Group, or the Board of Directors.
Additionally, the committee reports quarterly to the Audit
Committee on ESG matters and at least annually to
the Nordic Management Group. This oversight ensures
that ESG-related impacts, risks and opportunities are
effectively integrated into SATS’ operations and decision-
making process.
In addition, the company’s external auditor conducts an
annual review of the sustainability report, providing a
limited assurance review of the sustainability report.
The
BOARD OF DIRECTORS
Responsible for the strategy
AUDIT COMITTEE
Sub-committee of the Board of
Directors, functions as advisory
committee for inter alia sustainability
matters – as a first instance for
reporting to the Board of Directors
SUSTAINABILITY COMMITTEE
Responsible for the day-to-day sustainability work, including risk analyses, sustainability
reporting, implementing sustainability initiatives, etc.
NORDIC MANAGEMENT
GROUP
Responsible for the
implementation of the strategy
BUSINESS UNITS
Each member of the Nordic
Management Group is responsible for
managing ESG risks and opportunities
in their business unit
Structure and governance model for sustainability work in SATS
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Stakeholder perspectives are integrated into the double
materiality assessment, which is updated annually. SATS’
group functions and business areas compile feedback
received through dialogue with affected stakeholders,
sustainability experts, and users of our corporate and
sustainability reporting. This ensures that the Board of
Directors and the Nordic Management Group remain
well-informed about stakeholder views and interests
related to sustainability impacts.
Impact materiality is assessed based on the risk that
SATS’ activities or business relationships may have an
actual or potential impact — whether positive or negative
— on various sustainability themes.
Financial materiality is assessed based on sustainability-
related negative effects on SATS’ reputation, financial
or commercial prospects (downside risk), and potential
sustainability-related upside risks or opportunities for
SATS.
All sustainability-related impacts and risks deemed
material to our affected stakeholders and users of the
sustainability report are described in the sustainability
report. However, not all sustainability-related risks in
the sustainability report are specifically highlighted in
SATS’ overall risk profile, as described in the section
on risk management.To ensure that administrative,
management, and supervisory bodies are well-informed
about material impacts, risks, and opportunities, the
implementation of due diligence processes and the
effectiveness of policies, actions, metrics, and targets,
the Sustainability Committee briefs these bodies
annually on the outcome of the annually reassessed
DMA and submits the sustainability report for Board
approval. This process also enables these bodies to
consider impacts, risks, and opportunities effectively
when overseeing strategy, making decisions on major
transactions, and managing risk processes.
STRATEGY, BUSINESS MODEL AND VALUE CHAIN
SATS Group, through concepts such as SATS, ELIXIA,
Fresh Fitness, SATS Yoga and SATS Online, is the
leading provider of fitness and training services in the
Nordics. Our key customers are our people of all ages
who live in the vicinity of one or our clubs. At the core
of our business lies the strategic ambition to operate
gyms efficiently and provide adjacent services that
help members reach their fitness goals. Specifically, we
focus on four strategic areas: attracting new members,
engaging existing members, creating extraordinary
moments and providing high-quality clubs.
Our clubs and our 9 885 employees contribute positively
to the health of our members and to public health as
a whole, thereby creating a broader positive impact on
society.
Additionally, the establishment of new clubs
generates local jobs and fosters social spaces within
the communities we serve. While exercising is inherently
sustainable, SATS’ activities and operations also result in
negative impacts on the environment and people, which
we strive to mitigate through targeted and systematic
efforts. Some of the key sustainability challenges we
face include improving energy efficiency, sourcing
sustainable equipment and materials, enhancing
supply chain transparency, adapting to evolving
regulatory requirements, and meeting shifting consumer
expectations.
Our physical clubs and the energy required to sustain
our operations contribute to environmental impacts,
particularly in terms of emissions and energy use
(E1). However, given our role as a service provider and
our controlled rate of expansion, these emissions are
relatively low in proportion to the size of our company
and number of employees. Given that our strategy for
attracting new members involves opening new gyms,
this inevitably leads to increased emissions, and we
are actively working to balance our strategic goals with
initiatives to reduce these emissions.
Our employees (S1) are essential for enabling us to
operate and deliver offerings such as memberships
to our fitness clubs, personal training sessions,
physiotherapy services, and retail activities like selling
sportswear, water, protein bars, and other products.
Finally, the governance of SATS plays a crucial role in
shaping the effects we have on both our company and
society (G1).
We believe the strong alignment between our material
impacts, risks, opportunities and our financial outcomes
underscores the resilience of our strategy and business
model. By proactively addressing these factors and
overcoming challenges, we can achieve meaningful
improvements in both environmental and social
performance, strengthening our ability to navigate future
issues. This approach not only supports the well-being
of our members —helping them live happier and healthier
lives — but also fosters deeper loyalty and long-term
engagement, ensuring sustained success for our
business.
Furthermore, our commitment to sustainability is
integrated across all levels of our operations, from
reducing energy consumption in our facilities to sourcing
sustainable materials and enhancing supply chain
transparency. By continuously adapting to evolving
regulatory requirements and meeting shifting consumer
expectations, we position ourselves to leverage new
opportunities and mitigate potential risks effectively.
This holistic approach to resilience ensures that SATS
not only fulfills its role as a fitness and health leader but
also contributes to a broader societal impact, aligning
our commercial goals with the creation of long-term
value for all stakeholders.
As part of the revision of our materiality assessment in
2024, we will strengthen our value chain perspective by
conducting a comprehensive mapping of upstream and
downstream impacts across our core processes and key
sustainability themes.
Given that our commercial activities are relatively
focused, with limited diversification across significant
product and service groups, customer categories,
geographical areas, and stakeholder relationships, our
sustainability targets are not tied to these subcategories.
Instead, they are aligned with our overall member
base, the Nordic population at large, our employees,
and our operations as a whole. We will come back to
our sustainability targets in the section on the Double
materiality assessment.
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Extraction of raw materials
for equipment and retail products
Upstream: Sourcing and production
Supply chain
workers
Own operations: Creating extraordinary experiences
Operating fitness clubs
Planning, constructing and
maintaining fitness clubs
Retail activities
at our clubs
Career and
development stairs
Promoting our
members’ health
Promoting healthier
lifestyles to the public
Recycling Public
Employees
Personal trainers
Injury prevention
and recovery
Group training
Downstream: Healthier and happier
Production and transport of equipment
and retail products to clubs
Nature and ecosystems
Postive impact
Recruiting and advancing women and under-
represented groups (S1)
Wide offering of training and development
opportunities (S1)
Diverse workforce (S1)
Members individual health and wellbeing (S4)
Contributing and positively affecting public health
(S4)
Products and services available for all (S4)
Strong corporate culture and great working
environment (G1)
Strong supplier management (G1)
Negative impact
GHG emissions (E1)
Energy consumption (E1)
Sustainability-related opportunities
Inspiring the public and motivating more people to
embrace fitness (S4)
Sustainability-related risks
Hiring mistakes (S1)
10
10
10
10
10
9
9
9
9
9
9
1
1
3
2
5
5
5
3
5
7
7
7
2
4
4
6
6
8
8
8
8
8
11
11
11
12
12
Our value chain
Our value chain begins with upstream activities,
including the production of energy, equipment, and
materials for our physical clubs. Our core operations
focus on delivering group training, physiotherapy,
personal training, and other services to support
member health. Downstream, we impact public health
by promoting fitness and contribute to sustainability
through recycling initiatives.
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Double materiality assessment
The figure below illustrates the double materiality
assessment we conducted.
Impact materiality
Outward
Financial materiality
Inward
Double
materiality
assessment
People, planet
and society
Business
To gather essential information required in order to
score and prioritize material topics for SATS, three data
inputs served as the foundation for further analysis,
categorization and prioritization. The illustration below
shows the data points included in our assessment,
comprising a combination of the company’s stakeholders
and business model as well as trends and other external
factors.
• Business: SATS’ current strategies, policies and
structures were reviewed by external advisors for the
purpose of understanding today’s business model
and operations. This process provided insight into
what the future of SATS may look like as well as the
potential risks and opportunities to the organization in
a sustainability context.
• External factors: An analysis of the external business
environment was carried out to identify key drivers,
including current trends and developments that
impact or may potentially impact SATS. Drivers were
identified across various topics, including lifestyle
and health, demographics and population, economics
and inequalities, technology and innovation, politics,
and regulation. Additionally, select competitors
were examined to give a better understanding
of the industry, how it is evolving, and to which
extent sustainability is influencing the competitors’
operations.
• Stakeholder dialogue: Internal and external
stakeholders were involved for the purpose of
understanding their perspectives regarding what SATS
should focus on going forward and the sustainability
related topics they identified as material for us.
This group included both the users of sustainability
information and affected people and communities,
who were represented through stakeholder dialogues.
These dialogues were conducted through interviews
(internal and external), surveys (external, for members
only), and management was involved through
workshops.
Business
External factors Stakeholders
INTRODUCTION
In order to understand which topics within the ESG
sphere are most material for SATS, we continuously need
to assess our impacts and surroundings. In 2020 and
2021, SATS conducted simple materiality assessments
for the purpose of identifying relevant initiatives
and strengthening our overall work with respect to
sustainability. In 2023, our work with sustainability
matters became even more organized and formalized
through the establishment of our new sustainability
committee, which, together with support from the Board
of Directors and our Nordic Management Group, is
leading SATS’ sustainability work forward.
In the fall of 2023, we carried out a double materiality
assessment in accordance with, and as part of our
preparations for the CSRD. In 2024, we performed a
reassessment based on the finalized CSRD requirements
and the latest guidance from ERFAG to ensure our
alignment with the updated regulatory standards. The
outcome of this reassessment was approved by the
Board of Directors and our Nordic Management Group.
The purpose of the double materiality assessment was
to identify the sustainability topics that are material for
SATS, when considering:
• Impact materiality, meaning SATS’ underlying actual
and potential and negative and positive impacts on the
environment, people and society. This includes how
grave the impact of our business is for those affected,
how widespread our impact is, including the number
of people affected, in addition to how hard it is to
counteract or reverse any harm caused; and
• Financial materiality, meaning the actual and potential
risks and opportunities the environment, people and
society have on SATS, financially (e.g. that affect our
cash flows or value). This includes looking at the size
of an actual or anticipated financial effect as well as
the likelihood of occurrence.
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Materiality matrix
DOUBLE MATERIALITY ASSESSMENT OUTCOME
We have identified our impacts on the environment
and society (impact materiality assessment) and the
sustainability-related risks that we are exposed to
(financial materiality assessment). The outcome is
aggregated per ESRS topic, showing that E1, S1, S4 and
G1 are our material sustainability matters.
The environmental impacts we have within E1 are
linked to our physical locations and the energy used
to maintain our operations. The deployment of new
energy management solutions and improvement to our
locations from an emission standpoint mitigate climate
impacts but also require financial capital and human
resources.
The social impacts and risks we have within S4, S1 and
G1 are closely linked to our strategic efforts to improve
the physical and mental health of our members and the
public. Moreover, we need our employees in order to
deliver a great product. As the largest operator of health
Risk and opportunity assessment
Impact assessment
Essential topicsSignificant topics
Significant topicsNon-material topics
G1S1
E1
E5S2
E2
E3
S4
Topics
Climate change
Pollution
Water and marine resources
Resource use and circular economy
Own workforce
Workers in the value chain
Consumers and end-users
Business conduct
G1
S1
E1
E5
S2
E2
E3
S4
and fitness services in the Nordics, we bear a substantial
responsibility to ensure decent working conditions for
our employees and to build a corporate culture that
facilitates our values so that we can reach our vision of
making people healthier and happier.
In December 2023, the Board of Directors approved
five key performance indicators (KPIs) addressing
SATS’ material sustainability priorities. These targets
were established through a collaborative effort led by
the Nordic Management Group and the Sustainability
Committee, with the help of internal stakeholders,
following a thorough review of the DMA outcomes,
commercial objectives, and their alignment. After a DMA
reassessment in the fall of 2024, one of the targets
related to GDPR was replaced with a more aligned topic
regarding climate emissions. Each of the targets is
presented under the relevant sustainability topic. Over
time, we aim to establish clear targets for all material
impacts, risks, and opportunities, ensuring we can
effectively track progress toward our desired outcomes.
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MATERIAL SUSTAINABILITY-RELATED IMPACTS,
RISKS AND OPPORTUNTIES
The following tables list the sustainability-related
impacts, risks and opportunities we have identified and
assessed as material through our double materiality
assessment process. As shown in the matrix on page
35 four out of the ten ESRS topics are material to SATS.
Each material ESRS topic is presented in the following
tables, where we specify the sub-topics that our material
impacts and risks relate to, e.g., climate change, energy
management, own workforce etc.
In addition, we indicate in the tables whether the impacts
and risks are in our own operations (OO) or in upstream
or downstream value chains (VC). We also show whether
our impacts are positive or negative. Impacts are actual
impacts unless otherwise specified as potential impacts.
Brief descriptions of the material impacts and risks
are included in the tables. More information on how
we respond to the effects of our impacts and risks is
included in the topical sections under Environment,
Social, and Governance.
This year, our scoring of impacts and risks has included
mitigation actions that are already part of our daily
operations to reduce or mitigate any negative impacts or
risks. Therefore, the impacts and risks listed in the tables
show residual impact or risk.
Our material impacts are actual impacts, and as such,
we do not disclose reasonably expected time horizons
for potential impacts. There are no actual or anticipated
financial effects on our financial position, performance,
or cash flows from material risks and opportunities, and
no significant risk of adjustments to asset and liability
values in the next annual reporting period.
In 2025, we will further refine our DMA process and
methodology. We are mindful that material topics might
change over time and that our assessment should
be adapted to changes in external factors, internal
developments, new stakeholder involvement, and so on.
Following our review of impacts, risks, and opportunities,
we have determined that they do will not have a
significant effect on our business model, strategy or
SUSTAINABILITY TARGETS
In December 2024, the Board of Directors resolved to
approve four KPIs and targets, which are listed below
within the material sustainability topics for SATS. In
February 2025 the board approved of a fifth target, which
we will begin reporting on from 2025:
1. Target relating to members’ individual health and
well-being: We will annually measure and report
on the number of workouts our members have had
at one of our fitness clubs. The target each year is
to increase the number of workouts more than the
member base.
2. Target relating to public health: We will annually
measure and report on the number of quality-
adjusted life years (QALYs) generated by our
members through physical activity registered at
our clubs, and thus the socioeconomic welfare
gains from our members reaching the World Health
Organization’s (WHO) activity recommendations.
The target each year is to increase QALY generated
through training at SATS more than the member
base.
3. Target relating to working conditions: We will
annually measure the engagement index from
our employee surveys. The target each year is to
outperform the reference index.
4. Target relating to corporate culture: We will annually
measure the eNPS from our employee surveys. The
target each year is to have an eNPS that outperforms
the reference index.
5. Target relating to climate emissions: We will annually
measure the GHG emissions from our operations and
value chain. The target is to reduce the intensity of
our emissions by 30 percent by 2030 and attain net-
zero emissions by 2050.
We will continuously monitor these targets, to ensure
that we work in a manner that enables us to meet them.
Progress toward these targets, with the exception of
the climate emissions target, is described under each
relevant material sustainability topic.
decision- making, and we are still implementing strategic
changes where necessary. Our approach to the identified
material impacts, risks and opportunities are discussed
under each relevant sustainability topic.
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Environment (E1)
Material impact or risk Description
Climate change
Climate change mitigation
Negative impact (OO) (VC) GHG emissions from our
operations in our clubs and
production in our supply
chain have a negative effect
on the environment through
the use of fossil fuels.
Emissions from our supply chain production, our operations,
and members driving to our clubs. We respond to this impact
through our strategy to reduce the emissions from our opera
-
tions and value chain.
Energy
Negative impact (OO) Energy consumption, mainly
at our clubs
Energy used in our daily operations, including energy derived
from fossil-based fuels leading to GHG emissions. We re
-
spond to this impact through our strategy to decarbonize our
operations and implement more energy efficient solutions.
Social (S1)
Material impact or risk Description
Own workforce
Working conditions
Risk (OO) Hiring mistakes Should we fail to attract, motivate and retain the right talents
within our Group, our member experience could be adversely
affected and thus result in increased churn.
Equal treatment and opportunities for all
Positive impact (OO) Recruiting and advancing
women and under-repre-
sented groups, and working
to ensure that they stay at
SATS.
We aim to ensure that men and women get equal pay for
work of equal value. This is important because it ensures
that SATS promotes gender equality and mitigates the gen
-
der pay and management gap in society. We aim to recruit,
keep and support representation of underrepresented or
marginalized groups in leadership and management.
Positive impact (OO) Career progression through
training and development.
We provide numerous development opportunities through
access to challenging assignments and experts across a
wide range of professional fields. All employees participate
in regular development discussions to foster continuous
growth. This is particularly valuable for a significant porti
-
on of our workforce since SATS is their first professional
employer.
Positive impact (OO) Diversity resulting in inno
-
vative thinking and appro-
aches.
We aim to cultivate a diverse workforce that reflects our
customer base as closely as possible, enabling us to deliver
a product that is both inclusive and representative.
Social (S4)
Material impact or risk Description
Consumers and end-users
Health and safety
Positive impact (VC) (OO) Members’ individual health
and well-being.
Our business model and operations are closely aligned with
this topic, and we focus on enhancing the physical well-being
of our members, which has a direct impact on their health
and safety.
Positive impact (VC) (OO) Contributing and positively
affecting public health
Encouraging physical activity among our customers and the
wider community not only enhances the health of our mem
-
bers but also contributes positively to public well-being and
overall public health.
Positive impact (VC) (OO) Products and services avai
-
lable for all.
We do not discriminate when offering our products and
services and given that we have products in a wide range of
price categories, we are able to ensure the inclusion of as
many consumers as possible, making the barrier to entry as
low as possible.
Opportunity (OO) Effectively inspiring the pu
-
blic and motivating more pe-
ople to embrace fitness can
lead to a significant increase
in new club memberships.
By successfully inspiring the public and motivating more
people to work out, we a’re likely to see a boost in new mem
-
berships at our clubs.
Governance (G1)
Material impact or risk Description
Business conduct
Corporate culture
Positive impact (OO) Strong corporate culture and
great working environment
A healthy corporate culture is essential for employee well-
being at SATS, especially considering our large workforce.
A good culture will benefit not only our employees but also
society and our stakeholders, including business partners
and members.
Management of relationships with suppliers including payment practices
Positive impact (VC) Strong supplier manage
-
ment.
We are dedicated to continuously strengthening our rela
-
tionships with suppliers and business partners, as well as
improving our due diligence to ensure that we are managing
our relationships correctly. Our efforts are driven by the
integration of evolving standards into our evaluation tools,
along with an enhanced focus on optimizing supply chain
management. As we navigate the ever-changing landscape
of due diligence, our goal is not just to meet but to surpass
the highest standards of integrity, transparency, and ethical
conduct.
VC (Value chain)
OO (Own operations)
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
DOUBLE MATERIALITY ASSESSMENT
METHODOLOGY
Our methodology was initially developed with reference
to the draft ESRS principles from November 2022
and existing guidelines. Since then, as the reporting
standards became more defined in late 2023, we refined
our approach. This refinement process has involved
collaboration with industry peers and association
meetings, and integration of insights from the finalized
ESRS and the latest guidance. These efforts will ensure
full compliance with DMA-related requirements by 2024.
Moving forward, we are committed to continuously
refining our methodology as new industry standards and
regulatory frameworks evolve.
Scope
In our operations, we conducted a thorough assessment
of the impacts on both people and the environment
while also identifying potential risks to our business.
Additionally, we evaluated the broader impacts and risks
across our value chain, equally focusing on upstream
and downstream activities. These assessments drew
on internal expertise and stakeholder engagement. This
approach was particularly relevant in assessing impacts
related to Health and Safety (ESRS S4).
Our impact assessment addressed both the positive
and negative consequences as well as the actual and
possible impacts related to sustainability matters. In
our assessment of financial materiality, we evaluated
sustainability-related risks, like dependencies, that could
potentially lead to negative financial effects on the
business.
spend a significant amount of time in our clubs, they can
observe relevant improvement potentials and provide
feedback and ideas that ultimately reach SATS’ decision-
making administrative bodies. Their perspectives
have therefore been particularly relevant in our double
materiality assessment. Other than in this context,
employee feedback is generally channeled through club
managers, employee surveys and the Whistleblowing
system (as further explained in the Employee dialogue
and Whistleblowing sections).
Furthermore, our employees who have a seat at the
Nordic Management Group and our employees who work
with sustainability matters also provide relevant input
when assessing which topics are material for SATS when
considering the business’ impact on the environment,
people and society and the impact the environment,
people and society has on the business financially. SATS’
management team takes a holistic view on matters
relevant for SATS in a sustainability context and a more
managerial approach to SATS’ impact materiality and
financial materiality.
Members of the Board of Directors are
external from the company’s organization
while at the same time having valuable insight
into SATS’ financials and operational model. This is
an interesting combination, making them equipped to
evaluate both impact and financial materiality of SATS.
Their input to a double materiality assessment is thus
highly valuable.
Investors and analysts are key users of
sustainability information and, as such,
key stakeholders for SATS. Investors
bring valuable insight from relevant peers,
regulators and the financial markets at large — they
communicate what is material from an investment point
of view and what a company like SATS should focus
on to be an attractive investment target in a constantly
changing global economy. Input received from investors
complements our other stakeholders since their input
primarily concentrates on risks and opportunities
from a financial and return-on-investment perspective
rather than the more operative perspective brought by
employees, including, to some extent, key management
Stakeholder engagement
We initially began the process of identifying relevant
stakeholder groups back in 2019, long before the CSRD
and the double materiality assessment were carried out.
The purpose was initially to identify which sustainability
topics our stakeholders perceived to be material and
relevant for SATS. During 2023, we reconnected with
some of our stakeholders since stakeholder involvement
was a fundamental part of the double materiality
assessment. Stakeholders’ different points of view were
key in helping us identify the material sustainability
topics for SATS and how we should score and prioritize
them. Our group of stakeholders can be divided into (i)
affected stakeholders and (ii) users of sustainability
statements, with many also belonging to both groups.
The stakeholder dialogue was conducted through a
series of interviews with internal and external people
and organizations, in addition to a survey presented to
approximately 20 percent of our members in Norway,
Sweden, Denmark and Finland. Below is an overview of
our identified stakeholders.
Although all stakeholders have meaningful input, special
emphasis was nevertheless placed on the following
key stakeholders: employees (operational, union
representatives, and the Nordic Management Group),
the Board of Directors, investors and analysts, suppliers
and partners, non governmental organizations and
voluntary organizations, unions, and members. We either
prioritized a dialogue with these groups of stakeholders
or otherwise engaged with them in connection with our
double materiality assessment.
Our operational employees across the
Nordics serve a vital role in the products
and services offered to our members. We
are dependent on talented club managers,
personal trainers, group training instructors and
receptionists who are able to motivate our members
every day so that we can reach our vision of making
people healthier and happier. It is our on-site employees
who experience SATS’ operations up close and from
a more operative angle than our Nordic Management
Group and other service office employees. They receive
responses directly from members. Because they also
MediaLocal
communities
Suppliers and
partners
Creditors
Competitors
Investors and analysts
Public authorities
Board of directors
NGOs and volunteer
organizations and union
Employees
Research and
academia
Members
Stakeholder engagement
Internal stakeholders. External stakeholders.
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
positions and members.
Certain NGOs and volunteer organizations
provide valuable input from a broader health
perspective, as do some of our select
partners. Their impact goes beyond our members’
individual health and well-being and the direct use of
our products/services, instead focusing on people and
communities that are not part of SATS and the role a
business like SATS should take for the benefit of the
Nordic population. Moreover, this relates to relevant
topics such as mental health, inclusion and diversity in
society at large.
Our vision is to make our members healthier
and happier, always putting them first. We
exist not only for our members, but also
because of our member base. Their input and
ideas are therefore highly valuable and relevant for all of
our work, especially to understand their changing needs
and demands so that we can continue providing products
and services that support them in the best possible
manner. In the context of double materiality, members
provided feedback through a survey. In all other contexts,
they provide feedback through customer services and
directly to employees working at our clubs.
Key sustainability topics raised through stakeholder
dialogue
A fundamental part of the double materiality assessment
was stakeholder involvement and dialogue. The topics
below were recognized as the key sustainability topics
from their perspective when looking at the totality of our
conversations with them and the input they provided.
SATS’ core activity improves the physical
and mental health of the Nordic population.
It is challenging to exclusively associate
physical activity with health-related aspects.
Therefore, SATS needs to prioritize any
unhealthy focus on building muscles or
weight loss.
The value of exercising at SATS goes
beyond mere physical activity and has a
social value through building relations.
The importance of making SATS more
accessible, where it is necessary to address
and understand various barriers in order to
increase accessibility.
Being a major industry player comes
with significant responsibility, especially
concerning employees and members,
but also when it comes to environmental
considerations.
SATS is a major employer, having a
business that delivers services through its
people. Employees are a crucial success
factor for SATS, and their well-being is
therefore important.
Although environmental considerations
often are given relatively less attention
compared to other factors, SATS strives to
lower its environmental footprint.
1
2
3
4
5
6
7
Source: UN Sustainable Delopment Goals
and likelihood were weighted 50/50. For positive actual
impacts, scale and scope were scored and weighted
equally for severity. For positive potential impacts,
likelihood was also considered as for negative potential
impacts.
Risks
We use the term risks and opportunities when
referring to SATS’ sustainability-related financial
risks and opportunities, including those derived
from dependencies on natural, human and social
resources as identified through our financial materiality
assessment. We have assessed the connections
between impacts, dependencies, and the associated
risks and opportunities by evaluating how these
factors interact. This evaluation considers the
significance of dependencies and their influence on
financial and operational risks and opportunities. If
the dependencies are high and the influence is strong,
this resulted in a higher impact or magnitude score,
and vice versa. Additionally, we accounted for existing
mitigation measures to ensure that the identified risks
and opportunities reflect their residual impact after
mitigation.
In our risk scoring process, we assessed the potential
financial magnitude using key financial effects based
on financial intervals, which made up half of the overall
score, while the likelihood of occurrence constituted the
other half. These assessments accounted for existing
risk mitigation measures.
We analyzed the nature of potential impacts across
various scenarios using assumptions informed by
input from subject-matter experts. The financial effects
(Magnitude) were categorized from 1–5, while likelihood
was similarly rated.
Given the lack of data for most
of the risks identified, quantitative measures were
largely supplemented by qualitative analysis, given the
complexity of precisely defining potential sustainability
risks in monetary terms.
Thresholds and time horizons
Our Sustainability Committee has set the materiality
thresholds at significant. This means that impacts,
risks and opportunities that scored as significant or
Great emphasis was generally placed on working
conditions and equal treatment and opportunities for
all, given the importance of our employees for our brand
value and the ability to engage members to use our
facilities, thereby contributing positively to their physical
activity while simultaneously ensuring a robust and
growing member base for SATS.
Scoring
Impacts
As per the ESRS guidance, we use the term “impacts” to
refer to both positive and negative sustainability-related
impacts. Impacts are actual impacts unless stated
otherwise specified as that they are potential impacts.
For positive impacts, materiality is based on:
1. the scale and scope of the impact for actual impacts;
and
2. the scale, scope and likelihood of the impact for
potential impacts.
For actual negative impacts, materiality is based on
the severity of the impact, while for potential negative
impacts it is based on the severity and likelihood of the
impact.
In the scoring of the severity of our actual impacts, we
use three parameters: scale, scope, and irremediable
character.
1. When scoring scale, we assessed how grave the
negative impact is on the environment or people after
consideration of mitigation actions already in place.
2. When scoring scope, we assessed how widespread
the impact is based on parameters such as
environmental damage, percentage of employees, or
financial spend to which the impact relates.
3. When scoring irremediable character, we assessed
whether and to what extent the negative impacts
could be reversed in terms of cost and time horizon.
For potential impacts, an additional parameter of
likelihood was scored.
For negative actual impacts, each of the three
dimensions above were scored and weighted equally
for severity. For negative potential impacts, severity
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above, and their associated ESRS topic, are deemed
material. In our scoring of the different impacts, risks
and opportunities, we have not deviated from the ESRS
definition of short-, mid-, and long-term time horizons.
Process
Our DMA process began by actively engaging with
stakeholders to gather their input, which helped us
create a comprehensive longlist of sustainability topics,
including all those covered in AR16. Following this,
we initiated a thorough assessment of both impact
materiality and financial materiality before setting a
threshold to narrow down which topics are material. The
five key steps we followed in this process are outlined
below and explained in further detail on the next page.
1. Stakeholder engagement
2. Scoping of impacts, risks and opportunities
3. Assessment of individual impacts, risks and
opportunities
4. Calibration of material impacts, risks and
opportunities
5. Stakeholder and management review
Impact and financial materiality
1. Stakeholder engagement
We examined the ten topics outlined in the ESRS,
identifying subject-matter experts across business
and Group functions with deep knowledge of each
area. Several onboarding sessions ensured a shared
understanding of the new regulations and the goals
of the double materiality assessment.These experts
brought valuable insights and in-depth knowledge of
our daily operations in each area, which allowed us to
identify, assess, prioritize and monitor impacts, risks and
opportunities that have or may have impact or financial
effects.
2. Scoping of impacts, risks and opportunities
To prepare for the materiality assessment workshops,
we reviewed internal resources such as impact
reports, previous materiality assessments, stakeholder
feedback, and risk reports.This process allowed us to
identify specific activities, business relationships, and
geographic areas that have heightened risk of adverse
impacts. For example, we assessed the environmental
and social risks associated with the production of retail
goods and equipment in Asia, the energy consumption
and emissions from our operations, and data privacy
risks linked to third-party collaborations. These insights
guided our scoping of ESRS sub-topics, ensuring that
our assessment prioritizes the most material risks and
impacts.
3. Assessment of individual impacts, risks and
opportunities
We conducted interactive workshops for all ESRS topics,
where participants refined the pre-defined impacts, risks
and opportunities, added new ones as necessary, and
scored them across our operations and value chain using
the ESRS E1 scoring methodology. We documented
scoring rationales and relevant reference materials,
evaluating a total of 49 impacts and 38 aggregated
sustainability-related financial risk and opportunities
scenarios.
4. Calibration of material impacts, risks and
opportunities
We compiled the workshop data into a tool that
aggregated scores and calculated the degree of
materiality across five levels. We then validated the
preliminary results and adjusted them as necessary.
We conducted a final calibration across topics before
finalizing the assessment. Based on the established
materiality threshold, a final list of 25 material impacts
and two sustainability-related financial risk and
opportunities were classified as significant or higher
based on our scoring criteria and materiality thresholds.
5. Stakeholder and management review
We presented the outcome of the DMA to internal
stakeholders, the Nordic Management Group and the
Audit Committee for review.
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Statement on the EU taxonomy for
sustainable economic activities
We identified our taxonomy-eligible activities by
screening the economic activities in the Climate
Delegated Act (Commission Delegated Regulation (EU)
2021/2139), the Complementary Climate Delegated Act
(Commission Delegated Regulation (EU) 2022/1214), the
Environmental Delegated Act (Commission Delegated
Regulation (EU) 2023/2486), and the amendments to
the Climate Delegated Act (Commission Delegated
Regulation (EU) 2023/2485).
Article 3 of Regulation (EU) 2020/852 sets out criteria
which an economic activity must meet to qualify as
environmentally sustainable (taxonomy-aligned):
• Substantially contribute to one or more of the six
environmental objectives.
• Do no significant harm (DNSH) to the other five
objectives.
• Comply with minimum safeguards covering social and
governance standards.
• Comply with the technical screening criteria (TSC) for
the environmental objectives.
Taxonomy-alignment of our eligible activities has
subsequently been assessed against Annex I of the
Climate Delegated Act. The TSC for the environmental
objectives have been assessed per activity. Minimum
safeguards have been assessed on Group level.
ACCOUNTING PRINCIPLES
Turnover
Total turnover refers to the amounts derived from the
sale of products and services after the deduction of
sales rebates, value-added tax, and other taxes directly
linked to turnover (Accounting Directive, 2013/34/EU).
For more information about turnover, please see the
SATS consolidated statement of profit or loss on page
74.
SATS is a non-financial company subject to the
EU Taxonomy Regulation based on Article 8 of the
regulation. The main objective of the taxonomy is to
further assist investors and other stakeholders in making
informed investment decisions on environmentally
sustainable economic activities.
During the 2024 financial year, the main activity of SATS
Group — the offering of a variety of health and fitness
services — was not included in the EU Taxonomy scope.
SATS does, however, report on other applicable activities
that are in scope of the EU Taxonomy reporting for the
2024 financial year.
The SATS Group performed in 2024 an inventory of its
activities according to the regulation. The Group has not
identified any activities that it considers to be eligible for
turnover reporting according to the regulation. However,
the Group has identified several crosscutting activities
related to climate change mitigation that it considers to
be eligible for CapEx and OpEx reporting. For 2024, the
SATS Group performed an alignment assessment for
these economic activities.
SCREENING AND ASSESSMENT PROCEDURES
There are certain predefined criteria for determining
whether an economic activity can be classified as
environmentally sustainable. When identifying taxonomy-
eligible and -aligned economic activities within SATS
Group, SATS has followed the procedure outlined in the
regulation, which consists of the following phases:
• Identification of eligible activities
• Identification of aligned activities
• Calculation of turnover, CapEx and OpEx
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7.3 Installation, maintenance and repair of energy
efficient equipment
SATS Group is engaged in various energy efficiency
initiatives, many of which are minor or relate primarily
to financial support activities rather than direct
investments. However, a notable project includes the
ongoing LED retrofit program, which involves replacing
all lighting in SATS Group clubs with energy-efficient
LED solutions. This project was started in 2023 and is
ongoing. This activity is assessed as eligible for both
CapEx and OpEx.
SATS has also installed an energy management system
in select clubs in Norway. This system automates
ventilation management, optimizing airflows based
on demand fluctuations throughout the day. Similar
ventilation systems are installed in clubs in other
countries, though these systems are often owned by
landlords. This activity is assessed as eligible for CapEx.
7.7 Acquisition and ownership of buildings
SATS Group does not own any buildings as of 2024. The
Group does, however, have an extensive amount of right-
of-use assets since all SATS Group club locations are
leased. All of SATS Group’s new or renegotiated right-of-
use assets fall under the EU Taxonomy economic activity
7.7 Acquisition and ownership of buildings included in
our taxonomy reporting. This activity is assessed as
eligible for CapEx.
ALIGNMENT ASSESSMENT
SATS Group has assessed the economic activities
considered eligible and, with regard to alignment,
concluded the following.
7.3 Installation, maintenance and repair of energy
efficient equipment
Our LED retrofit program is in accordance with the
criteria for individual measures that contribute to climate
change mitigation (d) installation and replacement of
energy efficient light sources. This activity therefore
meets the TSC for substantial contribution to climate
change mitigation.
Installation of energy management systems is in
accordance with the criteria for individual measures that
contribute to climate change mitigation (e) installation,
replacement, maintenance and repair of heating,
ventilation, and air-conditioning (HVAC) and water
heating systems, including equipment related to district
heating services, with highly efficient technologies.
This activity therefore meets the TSC for substantial
contribution to climate change mitigation.
7.7 Acquisition and ownership of buildings
We have acquired four new leases in 2024, none of
the new or renegotiated right-of-use assets meet all of
the TSC for substantial contribution to climate change
mitigation. As a result, 0 percent of our CapEx related to
7.7 is aligned.
COMPLIANCE WITH THE CRITERIA FOR NOT
CAUSING SIGNIFICANT HARM (DNSH)
7.3 Installation, maintenance and repair of energy
efficient equipment
Climate change adaption
SATS Group performed its first impact, risk and
opportunity assessment as part of its DMA in 2023.
This analysis will be updated annually. The results are
reported in our section on Material sustainability-related
impacts, risks and opportunties. No material physical
risks where identified in the DMA; therefore none are
linked to the LED retrofit project. As a result, the project
falls outside the scope of the DNSH technical criteria and
the DNSH requirements are met.
Pollution prevention and control
The materials used in the renovation projects are
identified as aligned. They conform to the requirements
in Appendix C of the EU Restriction of Hazardous
Substances Directive, including in relation to the
presence of restricted chemicals or other polluting
materials. Furthermore, LED luminaires contain
no mercury, which not only eliminates the risk of
environmental damage during waste disposal but also
minimizes the potential health risks for those who handle
these products.
COMPLIANCE WITH THE MINIMUM SAFEGUARDS
The Taxonomy Regulation describes minimum
safeguards in line with the principles defined by the
OECD Guidelines for Multinational Enterprises, the UN
Guiding Principles on Business and Human Rights, the
ILO Declaration on Fundamental Principles and Rights at
Work, the ILO’s eight fundamental conventions, and the
International Bill of Human Rights.
Our economic activities are carried out in compliance
with the minimum safeguards criteria set out by the EU
Taxonomy Regulation and do not violate social norms,
including human rights and labor rights. Our strategy
for ensuring these minimum safeguards throughout our
company and value chain consists of leveraging the
following elements: our Code of Conduct, our Suppliers
Code of Conduct and our due diligence process
(including our screening suppliers’ promotion and
respect for human rights and decent working conditions
throughout the value chain). More information regarding
our safeguards can be found in our sections on human
rights and bribery and corruption.
Capital expenditure (CapEx)
Total CapEx corresponds to additions, to balance sheet
items including property, plant and equipment and
intangible assets, before depreciation, amortization
or impairment and excluding any translation effects,
as specified in Note 10 Intangible assets and Note
12 Property, plant and equipment to the consolidated
balance sheet, complemented by additions/ changes in
IFRS16 classified right-of-use assets as specified in Note
11 Leases to the consolidated balance sheet. For more
information about CapEx, please see the consolidated
statement of financial position on page 76.
Operating expenditures (OpEx)
In SATS Group’s reporting, total OpEx includes repair and
maintenance related to day-to-day servicing of property,
plant and equipment assets necessary to ensure
continued and effective use. For more information about
OpEx, please see the consolidated statement of profit or
loss on page 74.
IDENTIFYING ELIGIBLE ACTIVITIES
Turnover
In order to assess whether our activities related to
turnover are eligible, our first step has been to define the
activities. For SATS, these include the following:
• Revenue related to membership to our training
facilities.
• Revenue related to the sale of personal training and
physiotherapists to our members.
• Revenue related to retail activities, including
sportswear, water, and protein bars.
These activities are not currently included in the Climate
Delegated Act. As such, we have not found there to be
any economic activities related to our turnover that are
eligible. In summary, 0 percent of our turnover is eligible.
CapEx and OpEx
To evaluate the eligibility of our CapEx- and OpEx-related
activities, we conducted a thorough screening of our
economic activities against Annex I of the Climate
Delegated Act. This process also involved utilizing the EU
Taxonomy Compass. For SATS, the activities assessed
as eligible are as follows:
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Proportion of turnover from products or services associated with Taxonomy-aligned economic activities – disclosure covering year 2024
Financial year 2024 Year Substantial contribution criteria DNSH criteria (“Does Not Significantly Harm”)
Economic Activities (1)
MNOK % Y; N; N/EL
2
Y; N; N/EL
2
Y; N; N/EL
2
Y; N; N/EL
2
Y; N; N/E
2
Y; N;N/EL
2
Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
Turnover of environmentally sustainable activities (Taxonomy-aligned) (A.1) 0.0 0% 0% 0% 0% 0% 0% 0% N N N N N N N 0%
Of which enabling 0% 0% 0% 0% 0% 0% 0% N N N N N N N 0% E
Of which transitional 0% 0% N N N N N N N 0% T
A.2. Taxonomy-eligible but not environmentally sustainable activities
(not Taxonomy-aligned activities)
EL; N/EL
3
EL; N/EL
3
EL; N/EL
3
EL; N/EL
3
EL; N/EL
3
EL; N/EL
3
Turnover of Taxonomy-eligible but not environmentally sustainable activities
(not Taxonomy-aligned activities) (A.2)
0.0 0% 0% 0% 0% 0% 0% 0% 0%
A. Turnover of Taxonomy-eligible activities (A.1+A.2) 0.0 0% 0% 0% 0% 0% 0% 0% 0%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
Turnover of Taxonomy-non-eligible activities 5,064.3 100%
Total 5,064.3 100%
1)
The Code constitutes the abbreviation of the relevant objective to which the economic activity is eligible to make a substantial contribution, as well as the section number of the activity in the relevant Annex covering the objective, i.e.:
• Climate Change Mitigation: CCM
• Climate Change Adaptation: CCA
• Water and Marine Resources: WTR
• Circular Economy: CE
• Pollution Prevention and Control: PPC
• Biodiversity and ecosystems: BIO.
2)
Y – Yes, Taxonomy-eligible and Taxonomy-aligned activity with the relevant environmental objective
N – No, Taxonomy-eligible but not Taxonomy-aligned activity with the relevant environmental objective
N/EL – Not eligible, Taxonomy-non-eligible activity for the relevant environmental objective.
3)
EL – Taxonomy-eligible activity for the relevant objective
N/EL – Taxonomy-non-eligible activity for the relevant objective.
Code
1
(2)
Turnover (3)
Proportion of Turnover, year N (4)
Climate Change Mitigation (5)
Climate Change Adaptation (6)
Water (7)
Pollution (8)
Circular Economy (9)
Biodiversity (10)
Climate Change Mitigation (11)
Climate Change Adaptation (12)
Water (13)
Pollution (14)
Circular Economy (15)
Biodiversity (16)
Minimum Safeguards (17)
Proportion of Taxonomy-aligned (A.1.)
or -eligible (A.2.) turnover, year N-1 8)
Category enabling activity (19)
Category transitional activity (20)
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Proportion of CapEx from products or services associated with Taxonomy-aligned economic activities – disclosure covering year 2024
Financial year 2024 Year Substantial contribution criteria DNSH criteria (“Does Not Significantly Harm”)
Economic Activities (1)
MNOK % Y; N; N/EL
2
Y; N; N/EL
2
Y; N; N/EL
2
Y; N; N/EL
2
Y; N; N/EL
2
Y; N; N/EL
2
Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
Installation, maintenance and repair of energy efficient equipment CCM 7.3 5.6 1% Y N/EL N/EL N/EL N/EL N/EL - Y - Y - - Y 0% E
CapEx of environmentally sustainable activities (Taxonomy-aligned) (A.1) 5.6 1% 1% 0% 0% 0% 0% 0% - Y - Y - - Y 0%
Of which enabling 5.6 1% 1% 0% 0% 0% 0% 0% - Y - Y - - Y 0% E
Of which transitional 0.0 0% 0% - - - - - - - 0% T
A.2. Taxonomy-eligible but not environmentally sustainable activities
(not Taxonomy-aligned activities)
EL; N/EL
3
EL; N/EL
3
EL; N/EL
3
EL; N/EL
3
EL; N/EL
3
EL; N/EL
3
Acquisition and ownership of buildings CCM 7.7 835.5 74% EL N/EL N/EL N/EL N/EL N/EL 84%
CapEx of Taxonomy-eligible but not environmentally sustainable activities
(not Taxonomy-aligned activities) (A.2)
835.5 74% 74% 0% 0% 0% 0% 0% 84%
A. CapEx of Taxonomy-eligible activities (A.1+A.2) 841.1 75% 75% 0% 0% 0% 0% 0% 84%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
CapEx of Taxonomy-non-eligible activities 281.1 25%
Total 1,122.2 100%
1)
The Code constitutes the abbreviation of the relevant objective to which the economic activity is eligible to make a substantial contribution, as well as the section number of the activity in the relevant Annex covering the objective, i.e.:
• Climate Change Mitigation: CCM
• Climate Change Adaptation: CCA
• Water and Marine Resources: WTR
• Circular Economy: CE
• Pollution Prevention and Control: PPC
• Biodiversity and ecosystems: BIO.
2)
Y – Yes, Taxonomy-eligible and Taxonomy-aligned activity with the relevant environmental objective
N – No, Taxonomy-eligible but not Taxonomy-aligned activity with the relevant environmental objective
N/EL – Not eligible, Taxonomy-non-eligible activity for the relevant environmental objective.
3)
EL – Taxonomy-eligible activity for the relevant objective
N/EL – Taxonomy-non-eligible activity for the relevant objective.
Code
1
(2)
CapEx (3)
Proportion of CapEx, year N (4)
Climate Change Mitigation (5)
Climate Change Adaptation (6)
Water (7)
Pollution (8)
Circular Economy (9)
Biodiversity (10)
Climate Change Mitigation (11)
Climate Change Adaptation (12)
Water (13)
Pollution (14)
Circular Economy (15)
Biodiversity (16)
Minimum Safeguards (17)
Proportion of Taxonomy-aligned (A.1.)
or -eligible (A.2.) CapEx, year N-1 8)
Category enabling activity (19)
Category transitional activity (20)
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Proportion of OpEx from products or services associated with Taxonomy-aligned economic activities – disclosure covering year 2024
Financial year 2024 Year Substantial contribution criteria DNSH criteria (“Does Not Significantly Harm”)
Economic Activities (1)
MNOK % Y; N; N/EL
2
Y; N; N/EL
2
Y; N; N/EL
2
Y; N; N/EL
2
Y; N; N/EL
2
Y; N; N/EL
2
Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1. Environmentally sustainable activities (Taxonomy-aligned)
Installation, maintenance and repair of energy efficient equipment CCM 7.3 0.2 0% Y N/EL N/EL N/EL N/EL N/EL - Y - Y - - Y 0% E
OpEx of environmentally sustainable activities (Taxonomy-aligned) (A.1) 0.2 0% 0% 0% 0% 0% 0% 0% - Y - Y - - Y 0%
Of which enabling 0.2 0% 0% 0% 0% 0% 0% 0% - Y - Y - - Y 0% E
Of which transitional 0.0 0% 0% - - - - - - - 0% T
A.2. Taxonomy-eligible but not environmentally sustainable activities
(not Taxonomy-aligned activities)
EL; N/EL
3
EL; N/EL
3
EL; N/EL
3
EL; N/EL
3
EL; N/EL
3
EL; N/EL
3
OpEx of Taxonomy-eligible but not environmentally sustainable activities
(not Taxonomy-aligned activities) (A.2)
0.0 0% 0% 0% 0% 0% 0% 0% 0%
A. OpEx of Taxonomy eligible activities (A.1+A.2) 0.2 0% 0% 0% 0% 0% 0% 0% 0%
B. TAXONOMY-NON-ELIGIBLE ACTIVITIES
OpEx of Taxonomy-non-eligible activities 457.8 100%
Total 457.8 100%
1)
The Code constitutes the abbreviation of the relevant objective to which the economic activity is eligible to make a substantial contribution, as well as the section number of the activity in the relevant Annex covering the objective, i.e.:
• Climate Change Mitigation: CCM
• Climate Change Adaptation: CCA
• Water and Marine Resources: WTR
• Circular Economy: CE
• Pollution Prevention and Control: PPC
• Biodiversity and ecosystems: BIO.
2)
Y – Yes, Taxonomy-eligible and Taxonomy-aligned activity with the relevant environmental objective
N – No, Taxonomy-eligible but not Taxonomy-aligned activity with the relevant environmental objective
N/EL – Not eligible, Taxonomy-non-eligible activity for the relevant environmental objective.
3)
EL – Taxonomy-eligible activity for the relevant objective
N/EL – Taxonomy-non-eligible activity for the relevant objective.
Code
1
(2)
OpEx (3)
Proportion of OpEx, year N (4)
Climate Change Mitigation (5)
Climate Change Adaptation (6)
Water (7)
Pollution (8)
Circular Economy (9)
Biodiversity (10)
Climate Change Mitigation (11)
Climate Change Adaptation (12)
Water (13)
Pollution (14)
Circular Economy (15)
Biodiversity (16)
Minimum Safeguards (17)
Proportion of Taxonomy-aligned (A.1.)
or -eligible (A.2.) OpEx, year N-1 8)
Category enabling activity (19)
Category transitional activity (20)
PAGE 47 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Exposure to nuclear and fossil gas related activities
Nuclear energy related activities
1. The undertaking carries out, funds or has exposures to research, development, demonstration and deployment of innovative electricity
generation facilities that produce energy from nuclear processes with minimal waste from the fuel cycle.
NO
2. The undertaking carries out, funds or has exposures to construction and safe operation of new nuclear installations to produce electricity
or process heat, including for the purposes of district heating or industrial processes such as hydrogen production, as well as their safety
upgrades, using best available technologies.
NO
3. The undertaking carries out, funds or has exposures to safe operation of existing nuclear installations that produce electricity or process
heat, including for the purposes of district heating or industrial processes such as hydrogen production from nuclear energy, as well as
their safety upgrades.
NO
Fossil gas related activities
4. The undertaking carries out, funds or has exposures to construction or operation of electricity generation facilities that produce electricity
using fossil gaseous fuels.
NO
5. The undertaking carries out, funds or has exposures to construction, refurbishment, and operation of combined heat/cool and power
generation facilities using fossil gaseous fuels.
NO
6. The undertaking carries out, funds or has exposures to construction, refurbishment and operation of heat generation facilities that
produce heat/cool using fossil gaseous fuels.
NO
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
OUR APPROACH
Reducing greenhouse gas (GHG) emissions globally is
imperative. SATS recognizes the importance of playing
its part in this effort despite its operations relying on
energy and materials that contribute to GHG emissions
and climate change. However, as a provider of health
and fitness services, SATS’ emissions are quite limited
compared to more industrial corporations. Climate
change is one of the four key material topics identified
by SATS. Given its significance, we have set a target
for reducing GHG emissions in 2025 and will begin
reporting on it in our 2025 report. In the meantime, we
will work on reducing emissions where we can, becoming
more energy efficient and continuing to report our GHG
emissions in a full climate account annually. We will
also work toward fulfilling the increasing demand for
sustainable products among consumers and services
and take this into account as we develop our business.
From our perspective, SATS is well-positioned to
respond to climate changes and stricter climate-related
regulations and requirements. Climate risks include
(i) physical risks and (ii) transition risks. Physical
risks could result from climate-related acute and/or
chronic shortages of water or other natural resources,
temperatures, etc., while transition risks cover regulatory
risks, market and technology risks, and reputational risks.
An external assessment from 2021 concluded that SATS
is well-positioned to respond to climate changes and
stricter climate-related regulations and requirements.
The strength of SATS’ strategy within the different
climate-related scenarios is robust.
To identify our material impacts related to climate
change, we have analyzed our value chain, assessed all
relevant impacts and risks, and evaluated them while
accounting for mitigating measures. As a result, we have
screened out certain risks, such as the financial impact
of energy consumption — due to our hedging of energy
prices — and water scarcity — given our Nordic location.
Based on our DMA, we have identified two key negative
impacts related to climate change—emissions from our
operations and clubs, as well as energy consumption at
our clubs—as climate-related transition risks.
As a long-standing market leader in sustainability in
the fitness industry, we recognize that we have a key
role in reducing negative impacts, such as emissions
and energy usage from our clubs and operations, to
ensure the successful transition to net-zero emissions
by 2050. We therefore track and monitor company-wide
emissions to track our progress and utilize our emissions
data internally to anchor our strategic initiatives. These
initiatives include, for example, strategic initiatives
related to reducing Scope 3 emissions. To contribute to
the global net-zero goal in the most impactful way, we
are committed to going beyond the reduction of our own
emissions and contributing to climate action outside our
own operations.
We are committed to not only measuring and tracking
greenhouse gas emissions but also actively working
towards their reduction. To address possible negative
impacts in our value chain, we actively engage
and partner with suppliers to ensure that we can
reduce emissions through our shared commitment
to sustainable practices, streamlined logistics, and
responsible sourcing initiatives. Our ambition is to have
implemented a transition plan by the end of 2025.
POLICIES
To ensure we achieve our goals of reducing emissions,
we have implemented a Sustainable Procurement Policy
that effectively manages the environmental impacts,
risks, and opportunities related to climate change
mitigation. This policy outlines our commitment to
evaluating the environmental effects of procurements,
establishing clear and unambiguous expectations for
our suppliers, and assessing whether our procurement
practices contribute to achieving net-zero emissions by
2050. Additionally, it ensures that the products, services,
and initiatives we procure support the elimination of
waste and drive overall sustainability.
Climate change (E1)
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
The policy applies to all employees involved in
procurement and covers all goods and services
without exclusions. Accountability lies with the CEO,
with monitoring delegated to the CFO. It incorporates
third-party standards via the SATS Group Supplier Code
of Conduct, which embeds ESG criteria in supplier
agreements. Stakeholders’ interests are addressed by
leveraging procurement to enhance environmental and
social outcomes. The policy is communicated through
education, training, and clear guidelines to ensure
alignment and compliance across the organization.
To support the implementation of our transition plan,
we will introduce a new climate and energy policy
in 2025. This policy will incorporate our Sustainable
Procurement Policy, while also placing greater emphasis
on addressing our identified impacts and outlining the
actions we can take as a company to mitigate them.
Currently, our organization does not have established
processes for tracking the effectiveness of policies
and actions in relation to material sustainability-related
impacts, risks, and opportunities. At this stage, we do not
have a formalized system to monitor and evaluate how
our sustainability initiatives are performing against these
factors.
Furthermore, we have not yet defined a structured level
of ambition for our sustainability goals, nor do we have
a set of qualitative or quantitative indicators in place
to measure progress. We recognize the importance
of implementing such systems and are committed to
exploring and developing processes in the near future
to ensure that our sustainability efforts are effectively
tracked and aligned with desired outcomes.
We are in the process of assessing the potential
for integrating these mechanisms and will prioritize
developing measurable objectives and indicators as part
of our future sustainability framework.
STRATEGY
The Board of Directors has climate risk on its agenda and
our Nordic Management Group has integrated climate
risks into the company’s risk management system and
in its new three-year strategy. The climate strategy is
currently not integrated into the executive management’s
compensation, but all significant investment decisions,
where relevant, are evaluated for their impact on our
climate strategy.
As a company, we want to contribute to making climate
reductions where we can, mindful that the majority of
our GHG emissions are related to Scope 3 (indirect
emissions in our value chain). This implies that the direct
control we exercise to reduce our emissions is rather
limited. However, we have identified and deployed several
strategic levers to reduce emissions from our value
chain.
Most of the actions needed to achieve our emissions
target will require resources in the form of human capital,
time, and financial investment. However, some measures
have minimal costs, such as switching suppliers or
upgrading equipment.
Moving forward, we will implement a range of initiatives
— some with an immediate impact on emissions, while
others will require long-term investment. Given our strong
financial position, we do not see resource availability
as a constraint. Instead, our main challenge lies in
identifying and effectively rolling out the most impactful
actions across our large organization, which spans 272
clubs in four countries. The scale and complexity of
our operations add an additional layer of coordination,
making efficient implementation a key focus.
Our GHG
reduction efforts can be categorized into three key
decarbonization levers: energy efficiency, electrification,
and circular economy measures.
As of now, we do not
track achieved or expected GHG emissions reductions
or the allocation of resources for these actions beyond
what is reported in our taxonomy reporting.
Electrification
Emissions from our car park
Our Scope 1 emissions are minimal, mainly arising
from our small car park, where we are actively working
to further reduce our impact. Since 2022, we have
increasingly transitioned to electric vehicles, only
choosing fossil fuel-powered cars when necessary due
to insufficient charging infrastructure.
Replacing fossil fuel cars with electric alternatives
requires in part that the infrastructure in our operative
countries is sufficient to service the cars we use in our
operations, including service cars. It is also necessary
for the available electric service cars to have adequate
efficiency when it comes to driving longer distances and
heavier loads.
With respect to Norway, the infrastructure for electric
cars makes its more feasible for SATS to have a larger
electric car fleet than in the other countries. The ambition
is therefore to replace most service cars in Norway
with electric cars as the leasing contracts expire. It is,
however, necessary to keep some fossil service cars
going forward for purposes of driving longer distances
with heavier loads. SATS’ long-term target is to have
an all-electric car fleet across its operative countries,
provided that the infrastructure and quality of electric
service cars are adequate for SATS’ needs.
Energy efficiency
As of December 31, 2024, a growing number of our
clubs have adopted digital solutions that promote more
efficient energy consumption. In the short term, SATS
aims to expand the adoption of such solutions across
more clubs. Ultimately, our objective is for all SATS-
operated clubs to be equipped with these energy-efficient
technologies.
SATS’ strategies for reducing electricity consumption
target the primary sources of usage — ventilation, lights,
fridges, heated group training studios, and saunas — and
reducing the energy consumption of these by introducing
more energy-efficient solutions and digital management
systems.
Ventilation
Ventilation represents a primary energy consumer in
our clubs, drawing our sustained attention. All new
SATS clubs are constructed with demand-controlled
ventilation, optimizing their usage. Additionally, in select
high-consumption clubs in Norway, we have deployed
systems that automatically adjust ventilation levels
based on demand fluctuations throughout the day. For
instance, peak hours necessitate more air circulation
compared to quieter periods like late evenings or nights
when the clubs are closed. Similar ventilation systems,
albeit often landlord-owned, are installed in our clubs
across Sweden, Denmark, and Finland.
ventilation systems.
In tandem with smart ventilation solutions, SATS
employs manual processes to curtail energy
consumption, such as activating ventilation only during
opening hours. While manual operation requires routine
management due to varying club schedules, it remains a
viable alternative. Going forward, SATS aims to expand
the adoption of identified ventilation-efficiency solutions
and explore new methods as energy management
technologies evolve. Continued dialogue with landlords
remains essential as they typically own and control
ventilation systems.
Transition to LED-lights
Lighting constitutes a significant portion of SATS’
electricity usage. To address this, we employ two
strategies: firstly, installing LED lights to enhance
efficiency and decrease energy consumption per light,
and secondly, reducing the duration that lights are
illuminated in our clubs. The latter involves utilizing
sensor systems and fostering communication with staff
and members to ensure lights are switched off when
rooms are unoccupied.
LED lighting is standard in all new club constructions
and renovation projects involving lighting. For existing
clubs, the installation of LED lights is evaluated through
a cost-benefit analysis. SATS also implements various
initiatives tailored to each club’s size and visitation
patterns to minimize lighting duration and consequent
energy usage.
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
In 2023, SATS embarked on a systematic initiative
to transition all clubs to LED lighting. Presently,
approximately 40 percent of SATS clubs have LED lights
installed in all areas, while the remaining 60 percent have
LED lights in some parts or none at all. This transition will
continue over the coming years, prioritizing clubs based
on their importance, current lighting fixture conditions,
and remaining bulb lifespans.
Heated group training studios
SATS provides specific group training classes that
necessitate heated studios. These studios were first
established over a decade ago and benefitted from
advancements in technology that have since improved
both heaters and room construction for enhanced energy
efficiency. To optimize energy usage, SATS has installed
timers on heaters, ensuring they activate before classes
and deactivate afterward. Additionally, instructors are
encouraged to minimize door opening times to prevent
heat loss.
While hot studios are currently only present in a minority
of clubs, their popularity is growing. Recognizing the
increasing demand, SATS plans to continue offering this
product, with the potential for further expansion.
In pursuit of energy efficiency, SATS has initiated a
project to assess whether a heat pump system or
infrared-based solution is a more energy-efficient
alternative to electric heating for heated studios. This
innovation aims to reduce energy consumption for
heating by one-third.
Saunas
Most SATS clubs provide saunas, with a few offering
steam baths as well. To streamline energy usage, SATS
has fitted a large portion of its saunas with timers. These
timers maintain a low temperature during club hours,
with members able to temporarily increase heat by
pressing a button. Going forward, all new saunas, except
those located in Finland, will include timers to enhance
energy efficiency.
Water
Water conservation is not currently a primary
environmental focus for SATS. However, we recognize
the importance of minimizing water usage and are
committed to exploring ways to contribute to lower water
consumption, particularly within our clubs.
The majority of water consumption at SATS’ clubs occurs
in the showers and when staff are during cleaning,
handwashing, and refilling water bottles. To promote
efficient water management, our showers are equipped
with low-water consumption features. Additionally, we
utilize shower heads that distribute water sparingly and
are equipped with timers, with a standard setting that
automatically shuts off the water after approximately
30 seconds. Furthermore, in select toilets and sinks, we
employ motion sensor technology to regulate and reduce
water usage.
Circular economy measures
One of our greatest successes — and an area we
continue to improve — is our maintenance program,
which has enabled us to repair and extend the lifespan
of our equipment park. Additionally, we have adopted
new suppliers and products to expand our portfolio
of recyclable materials across our locations. Looking
ahead, we plan to transition to more digital solutions to
reduce our reliance on paper.
ACTIONS TAKEN IN 2024
Our own operations
• We extended the life expectancy of our equipment park
by several years through our repairs and maintenance
program.
• We signed contracts with new suppliers of paper,
plastic and other consumables and continue to
increase our portfolio of recyclable supplies for our
locations.
• We transitioned from paper invoices and contracts to
digital invoices and digital signups for select countries.
Value chain
• We started incorporating our climate expectations into
key supplier contracts.
• We began working with our key suppliers, focusing on
the emissions generated by their products in order to
more accurately assess the carbon footprint across
our supply chain.
PLANNED ACTIONS FOR 2025–2026
• We will transition to sustainably produced paper, which
is produced without any fossil CO2 emissions.
• We will implement new energy management systems
at more clubs and enhance the efficiency of existing
systems where they are already implemented.
• We will identify and implement more energy-efficient
alternatives to electric heating for heating studios, for
example infrared-based solutions.
• We will continue to purchase renewable energy and
drive down emissions across Scopes 1 and 2.
• In 2025, we will continue to phase out our fossil-fueled
vehicles.
• We are committed to increasing the use of recyclable
supplies in our operations and will actively seek
alternatives that may further reduce our emissions.
Future actions
We will engage with suppliers on the emissions produced
from their operations and value chain. We will actively
engage key suppliers, which account for more than half
of our total procurement spend and encompass some
of the most carbon-intensive segments of our supply
chains.
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Note E1.1 Total greenhouse gas emissions
in the company’s operations (Scope 1–3)
Reporting principles
Total direct and indirect (Scope 1 and Scope 2) greenhouse
gas emissions in SATS’ consolidated operations. Emissions
are reported by segment. GHG emissions are calculated
based on the principles of the GHG Protocol.
Direct greenhouse gas emissions (Scope 1) are calculated
based on the direct emissions from our company cars since
SATS does not consume any fossil fuel other than through
company cars. The reported direct emissions are comparable
to Scope 1 emissions as defined in the GHG Protocol. All
reported greenhouse gas emissions are converted to CO2
equivalents (CO2e). The calculation method is activity-based
data with DEFRA’s Government Greenhouse Gas Conversion
Factors. Emissions related to non-electric company cars
amounted to 140 tCO2e, up 1.8 percent from 2023. Of the
non-electric company car emissions, diesel cars represented
approximately 87 percent while the remainder stemmed from
petrol cars. SATS does not consume any fossil fuel other
than through company cars. The total Scope 1 emissions
thus totaled 140 tCO2e, which is equivalent to 0.3 percent
of the total emissions by the company. When preparing the
information on gross Scope 1 we have not included any
removals or any carbon credits or GHG allowances in the
calclation of Scope 1 GHG emissions.
Indirect greenhouse gas emissions (Scope 2) are calculated
based on SATS’ electricity consumption. Reported indirect
emissions cover greenhouse gas emissions from purchased
electricity and emissions from SATS gyms and offices.
The reported indirect emissions are comparable to Scope
2 emissions according to the GHG Protocol. We report
indirect emissions according to activity-based data with
AIB Guaranteeing the origin of European energy’s emission
factors. The location-based electricity emissions were 3,781
tCO2e in 2024, representing a 14 percent decrease compared
to 2023.
Indirect (Scope 3) GHG emissions encompass emissions
associated with various activities, including purchased goods
and services, fuel- and energy-related activities, upstream and
downstream transportation and distribution, and processing
of sold products SATS introduced its Scope 1–3 emissions for
the first time in 2021 and has since adopted 2022 as the base
year. These emissions are calculated and reported based
on activity-based and spend-based data, utilizing emission
factors such as DEFRA’s Government Greenhouse Gas
Conversion Factors, AIB Guaranteeing the Origin of European
Energy, DFØ Direktoratet for Forvaltning og Økonomistyring,
and SSB Statistisk Sentralbyrå. In 2024, Scope 3 emissions
increased by 8.9 percent to 45,571tCO2e, primarily due to
increased investment in capital goods. We see an opportunity
for SATS to leverage its influence on vendors and partners
to further reduce their GHG emissions. When preparing
the information on gross Scope 3, 0.8 percent of the GHG
emissions are calculated using primary data obtained from
suppliers or other value chain partners. When preparing the
information on gross Scope 3 we have excluded category 7
due to lack of available data and category 8-10 and 15 due to
the activtities falling outside the scope of our operations and
value chain.
Climate accounts
Retrospective
Base year 2022 2023 2024 Percent
Scope 1 GHG emissons
Gross Scope 1 GHG emissons (tCO2eq) 155 138 140 1.8%
Percentage of Scope 1 GHG emissions from regulated emission trading
schemes %
0% 0% 0% 0.0%
Scope 2 GHG emissons
Gross location-based Scope 2 GHG emissons (tCO2eq) 3,346 4,397 3,781 -14.0%
Gross market-based Scope 2 GHG emissons (tCO2eq) 18,545 23,832 31,471 32.1%
Significant scope 3 GHG emissions
Total Gross indirect (Scope 3) GHG emissions (tCO2eq) 47,345 41,829 45,571 8.9%
1 Purchased goods and services 30,887 28,718 29,544 2.9%
2 Capital goods 7,232 4,692 8,308 77.0%
3 Fuel and energy-related activities (not included in Scope 1 or Scope 2)
2
1,144 1,103 1,204 9.1%
4 Upstream transportation and distribution 50 36 60 64.4%
5 Waste generated in operations 43 50 17 -66.5%
6 Business traveling
1
453 265 540 103.5%
7 Employee commuting
2
0 0 0 0.0%
8 Upstream leased assets 0 0 0 0.0%
9 Downstream transportation 0 0 0 0.0%
10 Processing of sold products 0 0 0 0.0%
11 Use of sold products 1,041 948 1,050 10.7%
12 End-of-life treatment of sold products 6,481 6,015 4,850 -19.4%
13 Downstream leased assets 13 0 0 0.0%
14 Franchises 1 0 0 0.0%
15 Investments 0 0 0 0.0%
Total GHG emission
Total GHG emission (location-based) (tCO2eq) 50,846 46,364 49,492 6.7%
Total GHG emission (market-based) (tCO2eq) 66,045 65,799 77,182 17.3%
Total GHG emission by country for the year 2024
Norway Sweden Denmark Finland
Total GHG emission (location-based) (tCO2eq) 20,747 16,172 5,296 7,276
Total GHG emission (market-based) (tCO2eq) 41,236 17,272 8,371 10,304
1)
For category 6, “Business Travel,” we are unable to distinguish between bus and car transport. Therefore, we have opted to use a factor for car transport, as it is the most
common form of transportation in SATS’ value chain.
2)
The base year and comparison year related to Scope 3 and Categories 3 and 7 have been recalculated to improve data completeness and ensure a more accurate year-on-
year comparison.
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Note E1.2 Energy consumption and mix
Reporting principles
Total energy consumption in SATS’ consolidated activities, reported together for the group.
Energy consumption currently covers purchased energy, and includes heating, cooling, and electricity usage.
Energy consumption and mix
2023 2024
Total fossil energy consumption (MWh) 53,623 61,444
Share of fossil sources in total energy consumption (%) 60.51% 60.62%
Consumption from nuclear sources (MWh) 17,243 19,736
Share of consumption from nuclear sources in total energy consumption (%) 19.46% 19.47%
Fuel consumption for renewable sources, including biomass (MWh) 0 0
Consumption of purchased or acquired electricity, heat, steam, and cooling from renewable
sources (MWh)
17,752 20,176
The consumption of self-generated non-fuel renewable energy (MWh) 0 0
Total renewable energy consumption (MWh) 17,752 20,176
Share of renewable sources in total energy consumtion (%) 20.03% 19.91%
Total energy consumption (MWh) 88,618 101,356
Note E1.3 Energy intensity and GHG emissions intensity
Reporting principles
Energy intensity and GHG emission intensity based on total revenue is calculated based on total Scope 2 emissions, divided by
total revenue as reported in the consolidated income statement.
Energy intensity and GHG emission intensity based on employee is calculated based on total Scope 2 emissions, divided by total
employees.
Energy intensity
2023 2024
Energy consumption MWh/total revenues (NOK million) 18.7 20.0
Energy consumption MWh/employees 9.3 10.3
GHG emissions intensity
2023 2024
Tonnes CO2e/total revenues (NOK million) 0.9 0.7
Tonnes CO2e/employee 0.5 0.4
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Own workforce (S1)
international labor and human rights articles set out
in the United Nations’ Universal Declaration of Human
Rights and the United Nations’ Convention on the Rights
of the Child, including the freedom of associations and
collective bargaining principle. We have a zero-tolerance
approach to infringement on the human rights of others
and will appropriately address any violations.
Our Code of Conduct applies to all SATS Group
Board members, employees and suppliers/ hired
contractors and applies to all our business activities
without exclusions. Accountability lies with the CEO,
with monitoring delegated to the CFO. As mentioned
above, it incorporates elements from several third-
party standards via the SATS Group Supplier Code of
Conduct, embedding ESG criteria in supplier agreements.
Stakeholders’ interests are addressed by leveraging
procurement to enhance environmental and social
outcomes. The policy is communicated through
education, training, and clear guidelines to ensure
alignment and compliance across the organization.
SATS opposes all forms of human trafficking, forced
labor, and illicit forms of child labor in its operations and
value chain. We recognize our responsibility to identify,
prevent, mitigate and remedy potential and actual
negative impacts on human rights throughout our supply
chain. We want our members and non-members to trust
that SATS is devoted to supporting human rights and
fighting any injustices that may occur in relation to our
operations.
We published our first account of the due diligence
carried out in accordance with Section 5 of the
Norwegian Act Relating to Enterprises’ Transparency and
Work on Human Rights and Decent Working Conditions
(the Norwegian Transparency Act) in 2023. A revised
version is published together with SATS’ annual report
for the financial year ended December 31, 2024 and is
available on our website. This report provides additional
information on our due diligence, in addition to the
results thereof and how we actively work on reducing
any negative impacts from our operations. Our general
approach in relation to measures to provide and (or)
enable remedy for human rights impacts can be
summarized through the following figure:
2. Identify and assess
adverse impact
(In operations, supply
chains and business
relationships)
3. Cease, prevent
and mitigate
(Adverse impact)
4. Communicate
(How impacts
are addressed)
4. Track
(
Implementation
and results)
1. Policies and
management
systems
Responsible
business conduct
Diversity and inclusion
SATS welcomes and promotes diversity and inclusion.
Everyone is welcome at SATS, regardless of their skin
color, age, gender or sexuality. The company’s passion
is to create a motivating and joyful experience for all
employees across the Nordics. SATS’ employees are
valued for their attitude and results, regardless of their
background. Many of the company’s Club Managers
have started their careers as group training instructors,
personal trainers or receptionists at a SATS club.
No complaints have been filed to National Contact
Points for OECD Multinational Enterprises.
There have
been no material fines, penalties, or compensation for
damages as a result of violations regarding social and
human rights factors.
No information exists about the
reconciliation of such fines, penalties, or compensation
in financial statements since there are no such cases
to report. Additionally, no severe human rights issues
or incidents connected to our own workforce occurred.
Given our proven strengths and consistent success in
this area, we have not found it necessary to implement a
specific policy targeting the elimination of discrimination.
STRATEGY
How we ensure high standards in recruitment
In our DMA, we identified hiring mistakes as a significant
risk to our operations, including decreased productivity,
increased turnover, and potential cultural misalignment.
To tackle this, we have implemented a rigorous and
multi-layered hiring process designed to identify the best-
fit candidates from the outset. This includes leveraging
advanced tools such as pre-employment assessments
to evaluate candidates’ skills, competencies, and
cultural alignment, along with structured interviews to
ensure consistency and objectivity in decision-making.
We also prioritize thorough reference checks and
background verifications to confirm the accuracy of
candidates’ qualifications and experience. Additionally,
we invest in ongoing training for hiring managers to
minimize unconscious biases and improve decision
quality. Post-hiring, we utilize probationary periods and
robust onboarding programs to ensure new hires adapt
successfully to their roles. By continuously refining our
recruitment strategies, we mitigate the risks associated
with hiring mistakes and enhance our ability to build a
strong, cohesive workforce.
Employee dialogue
Whenever there is a possibility that a workplace might
change in a way that impacts the business or the
employees, we seek to have a constructive dialogue
with workforce representatives. This allows us to gain
insight into the perspectives of employees who may
be vulnerable to impacts and enables the perspectives
of our own workforce to inform decisions or activities
aimed at managing actual and potential impacts.
OUR APPROACH
In our DMA, we identified recruiting and advancing
women and under-represented groups, training and
development and diversity as positive impacts, and
hiring mistakes as a significant risk to our operations.
At SATS, our strategic vision is deeply rooted in fostering
a workplace culture that prioritizes employee well-being
and professional growth. The Board of Directors has
placed working conditions at the forefront of its agenda,
while our Nordic Management Group has seamlessly
integrated these considerations into the company’s
overarching risk management framework and newly
devised three-year strategy. However, no resources are
allocated specifically to the management of the identified
positive impacts and risks identified.
We believe that fostering an open and constructive
dialogue with our workforce is paramount, particularly
during periods of organizational change or operational
adjustments. SATS is committed to engaging with
employee representatives in a transparent and
collaborative manner, adhering to local regulations
and collective bargaining agreements. Our focus on
employee safety goes beyond mere legal compliance,
encompassing proactive risk management measures
and comprehensive training initiatives to ensure a safe
and supportive environment for all employees.
POLICIES
Human rights
Embedded in SATS’ vision of making people healthier
and happier, is respect for human rights. To achieve this
goal, we have outlined our commitment in our Code of
Conduct.
This policy aligns with the United Nations Guiding
Principles on Business and Human Rights, the
International Labour Organization’s (ILO) core
conventions, the OECD Guidelines for Multinational
Enterprises, and the ten principles of the United Nations
Global Impact. SATS is committed to respecting all
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
a secure way to submit concerns while ensuring privacy
is fully protected. To foster continuous communication,
we conduct anonymous feedback surveys, ensuring
all voices are heard and addressed systematically.
Furthermore, our leadership team maintains an open-
door policy, offering employees the opportunity to
discuss concerns directly with senior management. This
approach ensures that all employees have a safe and
accessible way to express their concerns.
Our employees are also covered by social protection,
through public programs or through benefits offered,
against loss of income due to sickness, unemployment,
injury and acquired disability, parental leave or
retirement. We also ensure that all employees are paid
adequate wages.
Equal treatment and opportunities for all
As a market leader in the Nordic fitness industry, with a
majority of young employees—many in their first job—
SATS recognizes its responsibility to foster an inclusive
and culturally diverse workplace. Diversity and inclusion
are core to our identity, shaping both our employee
experience and member interactions. Our employees
share this commitment.
At SATS, we actively promote an inclusive environment
by combating discrimination and advancing diversity,
even without a formal policy. Instead, we implement
structured initiatives, such as education programs for
club managers, comprehensive information resources
for employees, and leadership role modeling of
inclusive behavior. Regular training raises awareness
of unconscious bias, while anonymous feedback
channels ensure employees feel safe reporting concerns.
Additionally, we emphasize inclusive hiring practices to
enhance diversity and cultivate a culture of equity and
respect.
This commitment is reflected in our focus on recruiting
and advancing women and underrepresented groups
and diversity as key positive impacts in our DMA.
Additionally, we are legal obligated according to Section
26 of the Norwegian Equality and Anti-Discrimination Act
to investigate whether there is a risk of discrimination
or other barriers to equality, including reviewing every
second year pay conditions by gender and the use of
involuntary part-time work.
Currently, there is a preponderance of women in the
company, both in total and among leaders. This, in turn,
results in more women applying for employment in
the company; see Note S1.1. We always hire the most
qualified applicants for the position, regardless of gender,
ethnicity, and functional ability, in accordance with our
employment policy.
For operational roles that are comparable, we use salary
matrices to ensure equal pay for equal work. The main
criterion is seniority. For club managers, salaries are
mainly based on the size of the club in terms of number
of employees and members. We still see that the average
salary for men is marginally higher than the average
salary for women. This pay gap is a result of a higher
share of men in leadership roles at the largest clubs and
with longer seniority.
For administrative employees, we see that there is a
somewhat bigger salary gap between men and women,
in favor of men; see Note S1.3. This can be explained
partly by the fact that we have built up an internal IT
development team where we previously outsourced this
service. The senior positions of this team are primarily
held by men. The challenge of more men being in senior
positions also exists in other departments (excluding
the Nordic Management Group). Nevertheless, we see
that we need to take action to assure that the gap is
reasonable and not in favor of the best negotiator. All
SATS employees should receive a fair salary based on
their role, experience and level of education.
During 2024, the company had two reports of incidents
related to discrimination. We are nevertheless aware that
discrimination exists in our society in many shapes and
forms, and that it is not always recognized or reported.
Despite our efforts, we understand that SATS, with 272
clubs and close to 47 million visits each year, is most
likely not completely shielded from discrimination. We
will therefore continue to work to build awareness about
discrimination within the organization, always with a
zero-tolerance approach.
Examples might be reorganization, closure of a club
for a few months to allow for major renovations, or a
permanent club closure. In these circumstances, our HR
teams in the relevant countries ensure that we comply
with local laws and regulations on how to handle and
communicate operational changes to union parties and
our employees. How exactly to handle these situations
depends on local variations, as further described below.
In general, employee health and safety is well-covered
in the relevant legislation in all Nordic countries where
SATS operates. However, in areas where gaps exist,
or to ensure meaningful engagement beyond legal
requirements, our Head of People & Operations takes
operational responsibility for fostering dialogue and
ensuring that our employees input shapes our approach.
Workforce engagement effectiveness is evaluated
through NPS surveys that measure employee advocacy.
A high NPS suggests employees feel valued, motivated,
and aligned with company goals. We complement this
data with open-ended feedback to understand the drivers
behind the scores and implement initiatives to address
concerns and enhance engagement.
Employee well-being
Occupational health and safety are of high importance
to us and from a stakeholder perspective. With 9,885
employees, SATS bears considerable social responsibility
as an employer. Our responsibility is even greater when
considering that we have a substantial number of
young employees, for many of whom SATS is their first
employer, and employees who act as role models for the
increasing number of children and teenagers working
out at SATS. Employee satisfaction is also a key driver
of member satisfaction, making it especially valuable for
our organization that our employees are happy with their
job. Our employees’ well-being is linked to their ability to
perform, which is crucial to delivering great experiences
for our members.
SATS manages employee well-being with the basic
belief that this work combines two main focus areas:
(1) to reduce the risk of illness through occupational
health and safety measures, and (2) to simultaneously
inspire improved health through physical activity among
employees. Employee-related topics are handled by Club
Managers, Regional Managers and Country Managers,
Employee notice regarding operational
changes
Norway
All changes that affect the employee must
be discussed with AMU (being the Working
Environment Committee). The timeline of the
notice period is part of this discussion. Each
employee’s notice period is stipulated in their
employment contract.
Sweden
All significant operational changes should be
communicated in line with what is agreed in the
collective bargaining agreement with the union.
The notice period is at least one month.
Denmark
Employees should be given individual notice of all
significant operational changes. The notice period
is from one month up to six months, depending
on the seniority of the employee.
Finland
In the event of negotiations, employees must
be given notice five days before the start of
negotiations. The duration of the negotiations is
14 days if less than 10 employees are affected
and six weeks if more than 10 employees are
affected. The notice period is one month for most
employees, but longer for key roles, such as those
holding managerial positions.
who in turn are supported by the HR department.
Employees have multiple avenues to share their concerns
or needs. We encourage them to first approach their Club
Manager, and if they feel uncomfortable or prefer an
alternative, they can escalate the matter to their Regional
Manager. Additionally, employees may contact their local
HR representative directly since HR is trained to address
concerns and escalate them to the appropriate teams if
necessary. For those who prefer to remain confidential,
our anonymous online Whistleblowing system provides
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While we do not currently have data on the number of
employees who have participated in regular performance
and career development reviews or the average training
hours by gender, based on our data the average training
hours per employee is approximately 1.9.
ACTIONS TAKEN IN 2024
Our own operations
• We started streamlining our hiring process to ensure
that we have one way of hiring across our company in
all countries.
• We implemented aptitude tests to ensure that we hire
individuals with the right aptitude for the role posted.
• We streamlined operational models across four
countries to create a unified Nordic operating
model, including a common set of roles, workflows,
operational routines, club setup, quality follow-up, and
reporting.
• We piloted a digital frontline employee task
management system to improve operational execution,
follow-up and internal communication and reduce the
number of systems employees need to use.
• We developed a Nordic time registration setup in
Quinyx, standardized shift structures, and refined the
staffing model with updated principles and monthly
performance reporting.
• We started piloting a new system that will allow for
better follow-up with regard to the completion of
learning and development modules.
• We developed a brand-new onboarding program for
several of our key roles in customer care, to ensure
they are well-prepared to deliver exceptional service
from day one
PLANNED ACTIONS FOR 2025–2026
Our own operations
• Improved onboarding and training: Developed a
comprehensive onboarding and foundational training
program for Club Manager and Assistant Club
Manager roles.
• Staffing model optimization: Reassessed the current
staffing model to ensure optimal staffing levels and
improved forecasting.
• Performance tracking and efficiency: Introduced
a systematic approach to track performance and
efficiency.
• System integration and process improvement:
Reduced the number of systems and integrated people
processes into one system for better and easier
execution.
• Establish a way of tracking and assessing the
effectiveness of actions and initiatives in delivering
outcomes for our workforce.
• Establish a way of ensuring that our own practices do
not cause or contribute to material negative impacts
on our own workforce.
• Focus more on recruitment training for managers and
leaders.
• Launch Yoobic, a digital system which will streamline
communications, mobile learning, and digitized task
management for employees in the organization.
• Conduct regular assessments of diversity and
inclusion initiatives, with measurable KPIs, to evaluate
progress and identify areas for improvement. Report
findings transparently to employees and stakeholders.
• Start tracking the percentage of employees that
participated in regular performance and career
development reviews
• Start tracking average number of training hours by
gender
TARGET
SATS annually measures the level of engagement and
well-being among its employees through an employee
survey. The survey uses a scale of 1 to 5, with 5
being the highest. The result of the index indicates
how satisfied our employees are with SATS as their
employer when considering matters such as working
hours and workload, leadership communication, social
factors, stress, etc. Our target is to have an engagement
index that outperforms the reference index (3.9). Our
employees typically receive the SATS Engagement
Survey twice a year, with the exception of group exercise
instructors who receive it once annually.
The SATS Group achieved a score of 4.2 in the 2024
survey, which was consistent with the score of 4.2 in
2023. This is a commendable performance compared to
similar companies and industries, which suggests that
the organization is effectively executing its tasks across
various organizational levels. To further improve it, the
company will continue to focus on the various drivers:
the lowest ranked to improve the engagement score and
the highest ranked to maintain the high engagement
value.
The participation rate is the number of participants as a
percentage of the total number of employees. The total
participation rate was 57 percent in 2024, compared
to 51 percent in 2023. This is not sufficient, and our
goal is to have a participation rate of 70 percent. The
company will continue to talk about and promote the
SATS Engagement Survey so that it becomes better
established within the organization and we can achieve a
reasonable participation rate.
The numbers presented in the report above represent
the average results of the engagement index, measured
twice annually.
Engagement level
0
1
2
3
4
5
202420232022
4.2
3.9Reference index
4.2 4.2
45%
51%
57%
Participation rate
Score
Training and development
A significant segment of our workforce comprises
young individuals, many of whom are embarking on
their professional journeys with SATS. We recognize
two prevalent trajectories among our employees: they
either embark on a developmental journey within SATS,
leveraging our diverse array of training initiatives and
opportunities, or they enrich their skills here before
pursuing endeavors elsewhere. Notably, nearly 60
percent of our workforce is under the age of 30. As
a result, we have determined that our training and
development efforts have a significant positive impact
on the communities where our clubs operate.
At SATS, we are committed to supporting our colleagues’
professional growth and long-term success. We offer a
comprehensive range of training programs tailored to
different roles and experience levels, from the Future
SATS Leader Program to specialized education for
physiotherapists. Our goal is to enhance skill sets, foster
career progression, and ensure every employee has the
tools needed to excel. To further strengthen this, we are
investing additional time and resources into developing
this area, ensuring that all new employees receive the
necessary support to seamlessly transition into their
roles.
SATS Academy plays a key role in our commitment to
maintaining a safe, compliant, and well-prepared work
environment. Through a mix of online and classroom-
based courses, employees gain essential training in
health, safety, and environment (HSE). Courses such as
CPR, Fire & Safety, and Threats & Violence provide them
with the critical skills needed to handle emergencies
effectively, ensuring the highest standards of safety
across our facilities.
To guarantee that all key HSE topics are covered
annually, we follow a structured training plan designed
to reinforce knowledge and preparedness. This ongoing
learning approach strengthens employees’ professional
competence and promotes a strong safety culture. By
continuously investing in training, we create a workplace
where both employees and members feel secure,
confident that our staff is equipped to manage risks in a
professional and effective manner.
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Note S1.1 Key employee statistics
Reporting principles
Our key employee statistics are organized by country and year and center around vital categories such as employment contract
type (full-time, temporary, etc.), gender, age, and the ratio of average salaries between women and men. Collectively, these
metrics provide a comprehensive snapshot of diversity, equality, and inclusion within SATS. The number of employees is counted
based on the number of roles. We have defined leaders in the overview as persons having personnel responsibility.
SATS has many full-time employees, particularly in our service office and club management positions, but we have even more
part-time employees. We operate with long opening hours every day, including weekends and public holidays. Our opening hours
typically attract students and other people who do not have the opportunity to work full-time. The same goes for our group
training instructors, who often only instruct a small number of classes while maintaining a full-time position outside of the SATS
organization.
It is possible for our part-time employees to work at multiple clubs, thus bringing their employment percentage higher should
such be preferable. However, we have not received any indications that there are involuntary part-time employees in our
organization. Furthermore, we publish all new job openings on our intranet to ensure that employees already working in SATS and
who want to work more can apply for the positions. We prioritize existing part-time employees when recruiting.
Key employee statistics for 2024
Number of employees (head count)
Male 2,944
Female 6,941
Other 0
Not reported 0
Total employees 9,885
Number of employees (head count)
Norway 4,498
Sweden 3,418
Denmark 1,035
Finland 934
Number of employees (head count) Female Male Other
Not
disclosed Total
Number of employees 6,941 2,944 9,885
Number of temporary employees 1,021 433 1,454
Number of full-time employees 807 342 1,149
Number of part-time employees 6,134 2,602 8,736
Norway Sweden Finland Denmark Total
Employment
Number of employees 4,498 3,418 934 1,035 9,885
Number of full time equivalents 858 877 260 263 2,257
Of which are on permanent contracts 89% 73% 98% 98% 85%
Of which are on temporary contracts 11% 27% 2% 2% 15%
Of which are on fixed paid contracts 10% 14% 12% 9% 12%
Of which are on hourly paid contracts 90% 86% 88% 91% 88%
Number of GX instructors 2,189 1,355 448 411 4,403
Number of Personal Trainers 406 499 110 104 1,119
Number of employees at the Service office 213 153 43 25 434
Sick leave 4.0% 4.5% 8.4% 4.5% 5.3%
Diversity
Percentage of women, total 73% 67% 83% 56% 70%
Percentage of women among leaders
1
73% 67% 83% 56% 70%
Percentage of women, Nordic Group Management 50%
Total number of women, Nordic Management Group 5
Percentage of women, Board of Directors 44%
Percentage of employees below age 30 45% 41% 45% 53% 44%
Percentage of employees between age 30-50 42% 44% 49% 30% 42%
Percentage of employees above age 50 13% 15% 6% 17% 13%
Equal salary
Ratio of salary for woman to men, fixed paid contracts 94% 103% 83% 93% 92%
Ratio of salary for woman to men, hourly paid contracts 102% 111% 107% 113% 107%
1)
Defined as persons having personnel responsibility
Norway Sweden Finland Denmark Total
Part time women 92% 89% 90% 91% 91%
Part time men 86% 88% 87% 91% 88%
Part time other
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Number of new employees during the year
Norway Sweden Finland Denmark Total
Female 552 204 76 152 984
Male 241 109 23 129 502
Other
Number of consultants
Norway Sweden Finland Denmark Total
Female 52 8 4 2 66
Male 51 1 0 5 57
Other 0 2 1 0 3
Employee turnover and sick leave
# Employee turnover 1,952
% Employee turnover 13.20%
Long term sick leave: Employee ID and # months 1.30%
Short term sick leave: Employee ID and # days/months 2.50%
Incidents, complaints and severe human rights impacts
Number of complaints filed through channels for people in own workforce to raise concerns 186
Training and development
Percentage of employees that participated in regular performance and career development reviews. We have estimated the
average training hours by gender based on the gender distribution of our employees, as our system does not track the number of
meetings by gender
Average number of training hours by gender 1.9
Average number of training hours per person for employees 1.9
Note S1.2 Account of employees that took family-related leave by gender and part-time
employees
Reporting principles
All our employees are entitled to family-related leaves by our health and safety management system in accordance with legal
requirements.
Employment
Norway Sweden Finland Denmark Total
Total weeks parental leave women 3,225 1,163 352 28 4,768
Total weeks parental leave men 643 172 1 12 828
Note S1.3 Account of the average salary ratio between women and men
Reporting principles
We put our equality and non-discrimination high on the agenda. We are also obligated under Norwegian law to work actively,
in a targeted manner and systematically to promote and prevent discrimination in the workplace. Section 26 of the Norwegian
Equality and Anti-Discrimination Act states, among other things, that all private companies with more than 50 employees must
investigate whether there is a risk of discrimination or other barriers to equality, including by reviewing every second year pay
conditions by gender and the use of involuntary part-time work.
The figures in the table below include all employees working within the SATS Group. The subcategories are based on input that
is comparable, meaning that we measure equal work and equally valued work. The subcategories were presented to the Working
Environment Committee (AMU, Arbeidsmiljøutvalg) for input. At SATS, certain employees can have several roles. For example,
a Club Manager or a PT could also be a group training instructor. The figures presented in the table below count the number of
positions rather than the number of employees.
Equality statistics
Norway Sweden Finland Denmark Total
Average fixed pay: Managers at clubs (ratio women to men) 104% 98% 97% 104% 99%
Average fixed pay: Employees at clubs (ratio women to men) 98% 97% 74% 80% 92%
Average fixed pay: Administrative employees (ratio women to men) 100% 113% 73% 77% 94%
Average hourly pay: Employees at clubs (ratio women to men) 92% 96% 97% 107% 96%
Average hourly pay: Administrative employees (ratio women to men) 96% 95% 135% 93% 109%
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OUR APPROACH AND POLICIES
In our DMA, we identified members’ individual health
and well-being, public health and product range as
positive impacts, and effectively inspiring the public
and motivating more people to embrace fitness as a
significant opportunity to increase the sale of new club
memberships.
SATS includes all consumers and end-users who may be
materially impacted by its operations within the scope
of disclosure under ESRS 2. These groups primarily
include fitness club members but also, individuals not
yet enrolled but influenced by SATS’ services and public
health initiatives.
The types of consumers and end users subject to
material impacts include
• Our members: Directly impacted by services promoting
physical and mental health, including prevention,
rehabilitation, safety, and wellness.
• Potential future members and the general public:
Those influenced by SATS’ broader efforts to address
barriers to physical activity and promote public health.
Material impacts may result from SATS’ direct
operations, such as the provision of fitness services and
facilities, or indirectly through its value chain, including
the retail section within clubs and community health
initiatives.These impacts encompass both positive
contributions (e.g., enhanced well-being) and potential
risks or negative impacts (e.g., safety concerns or
accessibility barriers). Given the potential risks or
negative impacts our services could have on our end
users, we carefully evaluate these factors when planning
new initiatives to ensure that we do not unintentionally
affect our members in a harmful way.Fortunately, our
material impacts and opportunities extend across a wide
range of consumer groups, allowing us to adopt a more
inclusive and comprehensive focus.
SATS recognizes the importance of social sustainability
in creating a meaningful impact on our members,
employees, and communities. As a fitness chain, our
primary focus is our members, who also make up the
majority of visitors to our retail sections within the clubs.
We prioritize the health and safety and well-being of our
members, addressing both the positive and negative
impacts of physical activity on physical and mental
health. This includes prevention, rehabilitation, safety,
and overall wellness. Additionally, we work to overcome
barriers that may prevent individuals from engaging in
physical activity.
Some of our efforts extend to individuals who are not yet
fitness club members, and the impact we have on them
is discussed further in the section on public health.
Our business model of providing access to a fitness club
and a wide range of wellness products relates directly
to enabling healthy lifestyles. SATS therefore has the
highest positive impact within the topic of members’
individual health and well-being, and where we really
can make a difference for improved health among
our members, while at the same time having a robust
business model that can continue to bring an attractive
offering to members in line with market developments
and members’ demand. This is also the topic where
we experienced remarkable engagement from our
stakeholders. The operational responsibility for ensuring
engagement varies by type and rests with either the Chief
Digital Officer or the Chief Marketing and Communication
Officer. As of today, we have no policy targeting
consumers and end users and are currently not planning
on implementing such a policy. The reason for this is the
character of the material impacts identified in the DMA
and the lack of necessity.
SATS vision is to make people healthier and happier,
which clearly illustrates our high ambition for improving
people’s health and well-being on an individual basis as
well as for the community as a whole — from a larger
public health perspective. Physical activity has positive
consequences for physical, mental and social well-being,
and through our operations we reach more than 733,000
individuals in the Nordics. In our strategy, we outlined
the areas we are currently focusing on to increase
the overall health and well-being of our members. It is
essential to highlight the diverse demographics of our
members, which includes varying ages, fitness levels,
and medical conditions. For instance, older adults or
individuals recovering from injuries may face heightened
risks during workouts. To address these needs, we focus
on carefully designing programs, such as group exercise
classes tailored for seniors, to minimize potential risks
while maximizing health and wellness benefits.
To effectively monitor our progress in improving our
members’ health and well-being, and the effectiveness
of our actions, we annually track and report the number
of workouts completed at our fitness clubs. Our goal
each year is to achieve an increase in total workouts
that exceeds the growth of our member base. While
this target is internally set, our members have not
been directly involved in establishing the goal, tracking
progress, or identifying lessons and improvements based
on our performance against it.
STRATEGY
At SATS, we are dedicated to inspiring members to
embrace physical activity and creating an environment
where every visit is a source of achievement. Whether
members engage in an intense workout or opt for
a lighter session, they always leave feeling fulfilled,
reflecting our unwavering commitment to maximizing
the value of each visit. Our emphasis on member
satisfaction is evident in our welcoming atmosphere,
meticulous cleanliness, and continuous encouragement
throughout their fitness journey.
We firmly believe in the transformative impact of physical
activity on health and happiness. Our entire organization
is aligned with the mission of motivating both members
and non-members to prioritize exercise. Every member of
our team, from Club Managers to personal trainers, plays
a crucial role in guiding and inspiring individuals toward
healthier lifestyles. In other words, all employees play a
role in managing impacts and taking action to address
negative and advance positive impacts.
ENGAGING MEMBERS
To enhance our positive impact on our members’
individual health and well-being, we actively engage
directly with our members to gather their views and
perspectives.This engagement typically occurs through
verbal feedback at our clubs or via digital user surveys.
While some engagement activities are conducted on
an ad-hoc basis, we also schedule them strategically
following product launches or emerging needs. As a
result, the frequency of these activities may vary.We
assess the effectiveness of our engagement activities
by analyzing survey response rates, using the level
of participation to guide and refine our approach as
needed.To ensure that engagement happens and the
results inform our future approach, the responsibility
for digital engagement lies with the Chief Digital Officer.
Responsibility for addressing verbal feedback received
at our clubs depends on the nature of the feedback and
rests with the appropriate leader: Club Manager, Region
Manager, Country Manager, or Head of People and
Operations.
One of our strategic goals is to actively engage our
existing member base. To achieve this, we prioritize
understanding the perspectives of members who may
be inactive or facing challenges in reaching their fitness
goals. This approach not only provides valuable feedback
but also helps us develop strategies to better support
and re-engage these groups.This approach also allows
us to identify what action is needed and appropriate in
response to the actual or potential negative impact on
members and end users.
We also leverage data and user insights to analyze how
effectively our members respond to changes in our
product. This approach ensures that we continuously
develop our product in alignment with our members’
Consumers and end-users (S4)
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Health benefits of physical
activity
Physical activity helps people stay
healthy and happy, and most people could
improve their health by increasing their
physical activity. Based on information
provided by the World Health Organization
(WHO), physical activity:
Has significant health benefits for hearts,
bodies and minds
Contributes to preventing and
managingnoncommunicable diseases
such ascardiovascular diseases, cancer
anddiabetes
Reduces symptoms of depression
andanxiety
Enhances thinking, learning, and
judgement skills
Ensures healthy growth and development
in young people
Improves overall well-being
desires and needs while maintaining a strong positive
impact.
PUBLIC HEALTH
Public health stands as a critical pillar of sustainability,
where SATS recognizes its potential for high positive
impact. This domain consistently emerges as a key
concern among our stakeholders, who unanimously
underscore SATS’ central role in enhancing the physical
and mental well-being of the Nordic populace. The
gravity of this issue becomes evident when considering
its far-reaching benefits, not only in terms of extending
lives and improving their quality, but also in generating
substantial societal cost savings associated with good
health. As the foremost player in the Nordic health and
fitness sector, we are committed to and capable of
fostering enhanced public health outcomes. Beyond the
societal benefits, we view the impact on public health as
a significant financial opportunity for SATS, directly tied
to our ability to attract new members.
In 2024, individuals meeting the World Health
Organization’s (WHO) recommended levels of physical
activity contributed to 17,300 Quality-Adjusted Life Years
(QALYs), translating to a socio-economic benefit of NOK
24.4 billion. This underscores a significant untapped
potential, given that over one in four adults fail to meet
global activity guidelines. Furthermore, the Nordic region
faces the challenge of an aging population, with the
proportion of individuals aged 65 and above expected
to climb from 20 percent in 2023 to 25 percent by 2040.
While expanding our membership base holds promise
for financial gains, it also necessitates investment from
SATS to ensure broader accessibility to our products and
services. We have identified the headlines below that
illustrate how our activities promote public health.
Physical activity helps people stay healthy and happy,
and most people could get improved health from
increasing their physical activity. Based on information
provided by the World Health Organization (WHO),
physical activity:
Motivating not only members, but also non-members,
to exercise is at the heart of SATS’ business. This is
what our entire organization is set up to achieve — to
help people increase their weekly health-enhancing
activity. We have therefore introduced a new target: we
will measure annually the number of quality-adjusted
life years (QALY) generated by our members through
physical activity registered at our clubs and thus the
socioeconomic welfare gains from our members
reaching WHO’s activity recommendation of 75 to 100
minutes of vigorous-intensity aerobic activity by using
our clubs.
At SATS, we firmly believe in our significant contribution
to enhancing public health across the Nordic population.
Our commitment lies in fostering healthier and happier
communities by inspiring, motivating, and supporting
individuals in their fitness journeys to reap the physical
and mental benefits of regular physical activity.
To achieve this, we dedicated substantial efforts
to assisting our members in maintaining an active
lifestyle that aligns with the World Health Organization’s
recommendations. These guidelines suggest engaging
in at least 75 to 150 minutes of vigorous intensity
aerobic physical activity or at least 150 to 300 minutes of
moderate-intensity aerobic activity per week.
WHO’s recommendations for physical activity
Physical activity is defined as any bodily movement
produced by skeletal muscles that requires energy
expenditure. WHO has provided guidance on
0
20
40
60
80
100
Norway FinlandDenmarkSweden
57%
56%
72%
67%
Source: Eurostat 2014/2018
Activity level
Share of population spending more than 150 minutes
on health-enhancing activity per week
recommended physical activity, with different guidelines
and recommendations based on age groups and specific
population groups. The recommendations set out below
were last updated on October 5, 2022.
Recommended levels of physical activity for children and
adolescents aged 5–17, where they
• should do at least an average of 60 minutes per day
of moderate-to-vigorous intensity, mostly aerobic,
physical activity throughout the week;
• should incorporate vigorous-intensity aerobic activities,
as well as activities that strengthen muscle and bone,
at least three days a week; and
• should limit the amount of time spent being sedentary,
particularly the amount of recreational screen time.
Recommended levels of physical activity for adults aged
18–64, where they
• should do at least 150–300 minutes of moderate-
intensity aerobic physical activity or at least 75–150
minutes of vigorous-intensity aerobic physical activity
or an equivalent combination of moderate- and
vigorous-intensity activity throughout the week;
• should also do muscle-strengthening activities at
moderate or greater intensity that involve all major
muscle groups on two or more days a week, as these
activities provide additional health benefits;
• may increase moderate-intensity aerobic physical to
more than 300 minutes or do more than 150 minutes
of vigorous-intensity aerobic physical activity or an
equivalent combination of moderate- and vigorous-
intensity activity throughout the week for additional
health benefits;
• should limit the amount of time spent sedentary.
Replacing sedentary time with physical activity of any
intensity (including light intensity) provides health
benefits; and
• to help reduce the detrimental effects of high levels of
sedentary behavior on health, aim to do more than the
recommended levels of moderate-to vigorous-intensity
physical activity.
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Recommended levels of physical activity for adults aged
65 and older, where they
• should follow the same recommendations as for
adults; and
• as part of their weekly physical activity, do varied
multicomponent physical activity that emphasizes
functional balance and strength training at moderate or
greater intensity three or more days a week to enhance
functional capacity and prevent falls.
In summary, the WHO recommends that adults perform
at least 150 minutes of moderate-intensity activity every
week. Some researchers argue that an increased level of
physical inactivity is the most significant public health
problem facing society today (Professor Steven N.
Blair, BMJ 2009). WHO’s more detailed physical activity
recommendations are described above.
A selection of research studies indicating the benefits of
physical activities
Inactivity is a public health problem:
• Physical inactivity is among the leading risk factors for
death and disability in the WHO European Region and
is estimated to cause one million deaths every year
(Source: Global, regional, and national comparative
risk assessment of 84 behavioural, environmental
and occupational, and metabolic risks or clusters of
risks, 1990–2016: a systematic analysis for the Global
Burden of Disease Study 2016).
• In an article published 2012 in the medical journal The
Lancet, Dr I-Min Lee, ScD, et al. concluded that tens of
thousands of deaths could be avoided every year (with
modest assumptions) if inactivity could be reduced
by as little as 10 percent (Source: “Effect of physical
inactivity on non-communicable diseases worldwide:
analysis of burden of diseases and life expectancy”).
• Physical inactivity is a leading risk factor for premature
mortality, accounting for six percent of deaths globally
(Source: Global health risks: mortality and burden of
disease attributable to selected major risks (WHO)).
Positive health effects of physical activity are significant:
• There is evidence that regular physical activity
contributes to the prevention of several chronic
diseases and reduces the risk of premature death.
(Source: Darren E.R. Warburton et al, 2006, “Health
benefits of physical activity: The evidence”).
• Regular physical activity leads to a better quality of life
due to increased mental well-being and better general
physical health (Source: “Hva fysisk aktivitet gjør med
kroppen” by helsenorge.no).
• A physically active 30-year-old can gain five years of
increased life quality with increased well-being and
three additional years of life compared to an inactive
peer (Source: “Hva fysisk aktivitet gjør med kroppen”
by helsenorge.no).
• Physical activity improves both stress management,
learning, memory, creativity, concentration and
intelligence (Source: Ole Petter Hjelle, Doctor and brain
researcher).
Youth activation program and community building
Recognizing the importance of youth fitness, we have
initiated a youth activation program dedicated to
expanding exercise opportunities for young individuals.
Through targeted campaigns, discounted rates, and
member engagement initiatives, our objective is to
cultivate healthy habits from an early age.
Furthermore, beyond encouraging physical activity,
we prioritize fostering a sense of community within
our clubs. Through meaningful interactions between
members and staff, we cultivate a supportive
environment where everyone feels included and inspired
to pursue their fitness goals.
Sustainable nutrition and mindfulness
Recognizing the vital role nutrition plays in overall
health and well-being, we ensure, digital platforms,
and recipes are in harmony with the Nordic Nutrition
Recommendations. This alignment guarantees that our
members have access to nutritious and sustainable food
options. Through our efforts to promote healthy eating
habits, we empower individuals to achieve their health
goals while also contributing to a healthier planet.
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Acknowledging the significance of stillness and
mindfulness, we have broadened our offerings of yoga
and mindfulness practices across all our clubs. Through
rebranding and integration into our membership models,
our aim is to enhance accessibility for our members.
Our ongoing endeavors involve the development of
new classes, the training of additional instructors, and
investments in facilities to ensure a premium experience
for all members.
In alignment with our commitment to member well-being,
we collaborate with expert organizations to address
eating disorders within our clubs. Through educational
initiatives, training programs, and proactive interventions,
we endeavor to cultivate a supportive environment
where members feel nurtured and understood. While
addressing eating disorders presents complexities, our
foremost priority remains the safety and well-being of all
our members.
Anti-doping efforts
We maintain a zero-tolerance policy toward doping,
actively collaborating with organizations such as
Antidoping Norge and STAD to uphold clean and safe
training environments. Through employee training, pop-
up stands, and doping controls, we promote awareness
and deterrence while safeguarding the integrity and
privacy of our members.
By upholding the highest standards of safety and efficacy
in our products and services, SATS remains committed
to helping our members lead healthier, happier lives.
Diverse product range and accessibility
Our commitment to diversity and accessibility is
reflected in our extensive range of products and
services tailored to individual preferences across our
clubs throughout the Nordics along with online training
options. Whether members prefer a fully equipped
fitness floor, group training sessions, personal training,
or physiotherapy services, our offerings are designed
to cater to diverse interests and fitness levels. Our
strategically located clubs ensure convenience, allowing
members to seamlessly integrate workouts into their
daily routines.
At the core of our holistic approach to health is our
physiotherapy service, available at select clubs in
Sweden and Norway. Our highly trained physiotherapists
provide pre-habilitation and rehabilitation services in
a supportive environment. With a minimum of three
years of university education and formal authorization,
our physiotherapists uphold the highest standards
of care. We continually invest in their professional
development through supplementary training and adhere
to all local safety requirements, including offering video
consultations for enhanced accessibility.
Our dedicated personal trainers are committed to helping
members achieve their fitness goals. Partnering with
leading educator programs across the Nordic region, we
recruit individuals who embody our values of health and
happiness. Through ongoing training and development
opportunities, our trainers refine their expertise and
skills, ensuring personalized support for each member’s
journey.
Group training serves as a cornerstone of our product
offering, inspiring members to stay active and
engaged. We prioritize offering a diverse and exciting
schedule while maintaining sufficient capacity to meet
member demand. Our certified instructors undergo
comprehensive training in anatomy, physiology, and
training theory, enabling them to deliver safe and
engaging classes. Additionally, our SATS Online platform
provides members with access to a library of over 700
classes, promoting flexibility and convenience.
Whistleblowing
In order to maintain high ethical standards and ensure
the fulfillment of our legal obligations, we provide
the public, our members and our employees with the
opportunity to report issues that are, or which they
suspect to be, illegal and of public interest. There are
three ways to make a report, depending on what the
whistleblower is comfortable with. There is no need to
provide evidence when reporting an incident, but we
encourage everyone to make reports in good faith.
• Alternative 1: Contact a supervisor or manager within
our organization.
• Alternative 2: Contact the organization’s whistleblower
team (i.e., our appointed individuals with the authority
to handle whistleblowing cases). The identity of such
individuals is available on our internal sites.
• Alternative 3: Anonymous reporting through our
whistleblower system. This is a system that is publicly
available on our websites (sats.no/dk/se and elixia.fi).
The system can be used to report serious misconduct
that could affect individuals, SATS as an organization,
society or the environment.
It is only our designated whistleblower team that has
access to whistleblowing reports made through the
whistleblower system. All members of our whistleblower
team are bound by a confidentiality agreement. The
whistleblower team decides whether to accept or
decline a report. Accepted reports of alleged misconduct
are subject to investigation in accordance with SATS’
whistleblowing guidelines. During this investigation, the
whistleblower team may include other people or request
information and expertise. All activities carried out in this
respect are covered by the confidentiality agreement.
163
From 2025 we will start assessing how our members
are aware of our whistleblowing system to raise their
concerns or needs and have them addressed.
We actively track the number of reports raised through
our whistleblowing service to monitor the effectiveness
of the channel and whether our employees are aware of
this channel. In 2024, our whistleblowing service received
a total of 186 reports. The majority of these were related
to incidents such as equipment issues and service at
our clubs — matters that are typically better suited for
our customer service channels. A smaller portion of
the reports focused on HR-related issues, including
concerns about leadership, employee well-being, and
instances where employees failed to adhere to SATS’
values. Additionally, there were a few reports regarding
suspected drug use.
Protection of whistleblowers (when non-anonymous)
A fundamental aspect of having an effective whistle-
blower system is that all persons expressing genuine
suspicions or misgivings do not risk losing their
job or suffering any form of sanctions or personal
disadvantages as a result of their whistleblowing. It does
not matter whether the whistleblower was mistaken,
provided that they acted in good faith.
Another part of the whistleblowing process to be mindful
of is the privacy of those against whom allegations
have been made and other issues of confidentiality. A
non-anonymous whistleblower will be kept informed
about the outcome of the investigations made on the
basis of their reporting to the extent such is allowed
under applicable privacy laws and regulations. In cases
of alleged criminal offenses, the whistleblower will be
informed that their identity may need to be disclosed
during judicial proceedings.
Protection of information provided in a whistleblower
report
The individuals specified in a whistleblower message
have certain rights under the GDPR legislation.
As an example, they have the right to access data
relating to themselves and, should the information be
incorrect, incomplete or out of date, the right to require
amendments or deletion of data. This right needs to be
considered in light of the non-anonymous whistleblower’s
rights. Furthermore, the rights are also subject to any
overriding safeguarding measures required to prevent
the destruction of evidence or other obstructions to the
processing and investigation of the whistleblower case.
Personal data included in a whistleblower case is deleted
following completion of the investigation. Investigative
documents and whistleblower messages that SATS
needs to keep are anonymized.
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Target related to members’ individual health and wellbeing
2022 2023 2024
Number of workouts 37.7 million 43.2 million 46.5 million
Workout growth 45% 7.6% 5%
Members 721,000 731,000 733,000
Member growth 8% 1.4% 0.3%
ACTIONS TAKEN IN 2024
Our own operations
• We increased the variety and frequency of group
classes to cater to different fitness levels.
• We added new functionality to the SATS app to better
engage and service our members.
• We upgraded some of our clubs and replaced old or
not-in-use equipment with new equipment.
• We introduced new types of notifications to keep
members informed and motivated.
• We changed our membership offerings to better match
our members’ needs and preferences.
• We adjusted staffing based on peak hours to ensure
that all members receive the attention and support
they need during their workouts.
• We introduced a wellness bundle to ensure a holistic
focus on physical and mental health.
Value chain
• We worked closely with equipment suppliers to
ensure timely delivery of high-quality, state-of-the-art
fitness equipment, improving our members’ workout
experience.
• We streamlined the membership sign-up process,
offering smoother and quicker onboarding both
online and in-club, ensuring a seamless start for new
members.
PLANNED ACTIONS IN 2025–2026
Our own operations
• We will improve our rewards program to better
motivate and engage our members.
• We will continue to upgrade our clubs.
• We will continue to improve the functionality of our
SATS app to better engage and service our members.
• We will invest in advanced data analytics tools to track
member preferences, usage patterns, and satisfaction
to further improve our offerings and customer
experience.
Value chain
• We will seek new partnerships with health and
wellness brands, nutrition providers, and healthcare
professionals to expand our value proposition and
offer more comprehensive services to our members.
TARGET
Target related to members’ individual health and
wellbeing
An important aspect of our operations is to help our
members become more active, particularly those who
tend to be more passive. Each year, we therefore assess
and report the total number of workouts completed by
our members at our fitness clubs. Our target is to exceed
the previous year’s total while outpacing the growth rate
of our membership base. Meeting this goal reflects our
success in encouraging members to be more physically
active each year — an achievement that not only
enhances their personal well-being but also contributes
positively to overall public health.
In 2024, the total number of workouts completed by our
members at our fitness clubs was 46.5 million, while
our member base grew from 731,000 to 733,000 (0.3
percent). This constitutes a year-over-year increase in
member workout frequency of 5 percent, surpassing
the growth of the member base. In comparison, in 2023,
the total number of workouts was 43.2 million, with
the member base increasing from 721,000 to 731,000
(1.4 percent). This resulted in a 7.6 percent increase in
workout frequency, again surpassing the growth of the
member base.
This upward trend highlights our success in encouraging
members to be more active and engaged in their fitness
journeys. By consistently increasing workout frequency
beyond membership growth, we demonstrate our ability
to inspire long-term commitment to an active lifestyle.
Tracking this metric provides valuable insights into
member activity levels and helps us assess how well our
offerings align with their needs. Our continued focus on
engagement ensures that SATS remains a supportive
and motivating environment for all members, particularly
those who may need extra encouragement to adopt and
maintain healthier habits.
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Target related to public health
In line with our commitment, we measure and report
annually on the quality-adjusted life years (QALYs)
generated by our members through physical activity
recorded at our clubs. QALY serves as a comprehensive
measure of individuals’ health states, considering both
the length and quality of life. Our aim each year is to
increase the QALYs generated through training at SATS
more than our member base, signifying progress toward
meeting the WHO’s activity recommendations.
Our QALY calculation method accounts for each member
who meets the recommended threshold of 75 to 100
minutes of vigorous-intensity aerobic physical activity
through our club facilities. This approach ensures that
our success is not solely dependent on already active
members increasing their activity levels but also focuses
on helping additional members become more active.
By continuously enhancing our products and services,
we strive to empower more members to achieve and
maintain a healthier lifestyle in alignment with global
health standards.
In 2024, our members collectively generated
approximately 17,300 QALYs, while our member base
grew from 731,000 to 733,000 (0.3 percent). This
constitutes a year-over-year increase in QALY of 5
percent, surpassing the growth of the member base. In
comparison, in 2023, our members collectively generated
approximately 16,000 QALYs through their active
participation, with the member base increasing from
721,000 to 731,000 (1.4 percent). This resulted in a 23.1
percent increase in QALY, again surpassing the growth of
the member base.
Target related to public health
2022 2023 2024
QALY 13,000 16,000 17,300
QALY growth 23,1% 5%
Members 721,000 731,000 0.3%
Member growth 8% 1.4% 46.5 million
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Business Conduct (G1)
SATS is committed to investigating any business
conduct incidents promptly, independently, and
objectively. A dedicated investigation committee,
comprising representatives from Compliance and
Operations, ensures thorough investigations. If
allegations of corruption or bribery are substantiated,
they are escalated to management, and law enforcement
may be involved as necessary.
We have established robust procedures to prevent,
detect, and address allegations or incidents of
corruption or bribery. These procedures include regular
risk assessments, audits, due diligence processes
for third parties, financial transaction monitoring, and
double attestation protocols for approving invoices and
contracts. Investigations are conducted by a dedicated
committee, separate from the chain of management
involved in the prevention and detection of corruption or
bribery, ensuring an independent and unbiased approach.
The outcomes of investigations are reported to
administrative, management, and supervisory bodies
based on the severity and relevance of the issue.
Policies regarding the prevention and detection of
corruption or bribery are communicated to all relevant
stakeholders through training programs, internal
communications, and clear guidelines. These policies
are designed to ensure that employees and stakeholders
understand their responsibilities and the available
reporting mechanisms.
Anti-corruption and anti-bribery training is mandatory
for all employees, with a particular focus on high-risk
functions such as procurement, club management, IT,
and marketing. The training covers the identification of
bribery risks, ethical decision-making, and compliance
with relevant regulations. A significant portion of
high-risk roles, including at least 100 percent of
those in procurement, finance, and key managerial
positions, receive comprehensive training annually.
Additionally, members of administrative, supervisory,
OUR APPROACH
At SATS, it is imperative that employees experience a
strong alignment with our core beliefs, values, traditions,
and behaviors. We prioritize the development of a
corporate culture that fosters inspiration, productivity,
and long-term employee satisfaction. Our approach
emphasizes the importance of building a workplace
where employees feel fulfilled and motivated to
contribute positively over time. We believe this is why
our strong corporate culture has been recognized as a
significant positive impact in our DMA.
SATS’ ensure that operations are conducted in accordance
with laws and regulations and with high integrity. Business
conduct is therefore very important, even though Nordic
and European countries generally are among the highest-
rated countries on Transparency International’s corruption
perceptions index. In addition to Nordic and European
suppliers, we also have some suppliers operating outside
of Europe, primarily with production facilities in Asia. We
are therefore dedicated to continuously strengthening our
relationships with suppliers and business partners, as
well as improving our due diligence to ensure that we are
managing our relationships correctly. As a result, effective
supplier management has been recognized as a key
positive impact in our DMA.
POLICIES
SATS Group’s Anti-Corruption and Anti-Bribery Policy
outlines clear mechanisms for identifying, reporting, and
investigating concerns related to unlawful behavior or
violations of its code of conduct. Concerns are identified
through regular risk assessments, audits, and monitoring
of financial transactions. Employees, contractors, and
stakeholders can report concerns through multiple
channels, including a whistleblowing hotline, direct
communication with managers, HR, or the Legal &
Com pliance team. All reports are handled with strict
confidentiality, and whistleblowers are protected under
anti-retaliation safeguards. The operational responsibility
for ensuring the implementation of the Policy rests with
the CEO.
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
As mentioned in the chapter on climate change, we have
a Sustainable Procurement Policy in place to ensure
that we source from suppliers in a sustainable manner.
Delegating authority and responsibilities related to
purchasing decisions, our policy ensures accountability
and adherence to our values. We prioritize sourcing
products from reputable, preferably Scandinavian
suppliers to mitigate sustainability risks and incentivize
responsible behavior. This is also how we integrate
social and environmental criteria into our selection of
suppliers. We believe it fosters long-term relationships
and amplifies our influence in shaping a sustainable
future. We will in the future set a target related to supplier
management to ensure that we are working towards
enhancing sustainability, promoting ethical practices, and
reducing environmental and social impacts across our
supply chain.
STRATEGY
Performance reviews are a cornerstone of our cultural
development efforts at SATS. We believe in fostering
open dialogue and feedback between managers and
employees as a means to enhance performance and
nurture professional growth. SATS encourages regular
communication and constructive feedback, empowering
employees to continuously improve and support one
another in their respective roles. Additionally, our
performance review process, tailored to the specific
needs of each operative country, ensures consistency
and fairness in evaluating employee performance and
development opportunities.
Moreover, SATS remains committed to upholding
high ethical standards and combating corruption in
all forms. Through our zero-tolerance policy toward
corruption, transparent business practices, and
comprehensive training initiatives, we strive to maintain
integrity and accountability across our operations. Our
whistleblower system provides a confidential platform
for reporting potential misconduct, further reinforcing
our commitment to transparency and ethical conduct.
We are dedicated to fostering a culture of integrity and
accountability at SATS, both internally and externally,
to ensure the trust and confidence of our employees,
members, and stakeholders.
Our “future actions” will reduce the inherent risk of
unethical business conduct in our systems and ensure
that we are more easily able to identify, report and
investigate corruption and bribery instances as outlined
in our Anti-Corruption and Anti-Bribery Policy.
ACTIONS TAKEN IN 2024
Our own operations
• We prepared a new Anti-Corruption and Anti-Bribery
Policy to ensure a clear and comprehensive framework
for preventing, detecting, and addressing corruption
and bribery.
• We began to prepare a new interactive training
program specifically targeting corruption and bribery.
• We implemented a new invoice system to enhance and
streamline invoice management processes.
PLANNED ACTIONS IN 2025–2026
Our own operations
• We will explore purchase-to-pay solutions to create a
more seamless and efficient payment process.
• We will evaluate screening systems to improve
our ability to identify high-risk suppliers and better
understand our suppliers.
TARGETS
SATS measures employee loyalty and advocacy annually
through the eNPS (Employee Net Promoter Score)
survey. This single-question survey asks employees,
“How likely are you to recommend SATS as a workplace
to a friend or acquaintance?” Responses range from 0
to 10, with 10 being “Highly likely” and 0 being “Not at
all likely.” Respondents are categorized into Promoters
(9–10), Passives (7–8), and Detractors (0–6). The eNPS
is calculated by subtracting the percentage of Detractors
from the percentage of Promoters, resulting in a score
between - 100 and 100. Scores above 0 er good, above
20 is favorable.
In 2024, the SATS group achieved an eNPS score
of 23, compared to 19 in 2023 and 16 in 2022. This
demonstrates a positive trend and reflects our ongoing
efforts to enhance the employee experience. The eNPS
provides valuable insights into our corporate culture and
how employees perceive SATS as an employer.
To further improve our eNPS, we will continue to focus
on the key drivers influencing employee satisfaction,
strengthening areas of lower performance while
maintaining the factors that contribute to high scores.
We have also introduced a new target: achieving an eNPS
score that surpasses the reference index. By annually
reporting our eNPS results externally, we reinforce our
commitment to transparency, continuous improvement,
and fostering a workplace culture that is both engaging
and supportive.
0
5
10
15
20
25
202420232022
16
19
23
10Reference index
Creators of NPS, Bain & Company, suggest a score:
• Above 0 is good
• Above 20 is favorable
• Above 50 is excellent
• Above 80 is world class
eNPS Score
and management bodies receive specialized training
biannually to lead by example and reinforce a culture of
integrity throughout the organization.
As part of our work against corruption, a priority of ours is
to make sure that all employees feel confident about how
to behave responsibly. All employees are offered an online
course on SATS’ Code of Conduct. Our Code of Conduct
provides guidelines for the Nordic Management Group and
employees on how to act and behave as a SATS employee
in accordance with our norms, rules and responsibilities.
The Code of Conduct is available on our website.
In order to maintain high ethical standards, we provide
the public, our members and our employees with the
opportunity to report issues that are, or they suspect to
be, illegal and of public interest. There are three ways to
make a report, depending on what the whistleblower is
comfortable with. There is no need to provide evidence
when reporting an incident, but we encourage everyone
to make reports in good faith.
• Alternative 1: Contact a supervisor or manager within
our organization.
• Alternative 2: Contact the organization’s whistleblower
team (i.e. our appointed individuals with the authority
to handle whistleblowing cases). The identity of such
individuals is available on our internal sites.
• Alternative 3: Anonymous reporting through our
whistleblower system. This is a system that is publicly
available on our websites (sats.no/dk/se and elixia.fi).
The system can be used to report serious misconduct
that could affect individuals, SATS as an organization,
society or the environment.
It is only our designated whistleblower team that has
access to whistleblowing reports made through the
whistleblower system. All members of our whistleblower
team are bound by a confidentiality agreement. The
whistleblower team decides whether to accept or
decline a report. Accepted reports of alleged misconduct
are subject to investigation in accordance with SATS’
whistleblowing guidelines. During this investigation, the
whistleblower team may include other people or request
information and expertise. All activities carried out in this
respect are covered by the confidentiality agreement.
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Appendix
ESRS 2
Disclosure requirements and incorporation by
reference
The tables below present all ESRS disclosure
requirements from ESRS 2 and the seven topical
standards that are material to SATS that have informed
the preparation of our sustainability statements. We
have excluded disclosure requirements from the topical
standards E2, E3, E5, S2 and S3 as they fall below our
materiality thresholds. These tables provide a guide for
navigating specific disclosure requirements within our
sustainability statements.
Additionally, the tables indicate where relevant
information has been placed outside the sustainability
statements. These are “incorporated by reference” and
can be found in the management’s review, financial
statements within this annual report, or the separate
remuneration report. If no information related to
a disclosure requirement is currently available, no
reference is provided.
Disclosure
requirement Cross-cutting standards Page
ESRS 2 General disclosures
BP-1 Basis for preparation 29, 30
BP-2 Specific circumstances 30
GOV-1 Governance roles 31
GOV-2 Governance 22, 31
GOV-3 Incentive schemes 30
GOV-4 Due diligence 31, 32
GOV-5 Risk management 16, 31
SBM-1 Value chain 33
SBM-2 Stakeholders 34, 38, 39
SBM-3 Strategy 32
IRO-1 Processes 38, 49, 40
IRO-2 ESRS DR’s covered 68, 69, 70
ESRS E1 Climate Change
ESRS 2, GOV 3 Governance 49
E1-1 Transition plan 49
ESRS 2, SBM 3 Strategy 49
ESRS 2, IRO-1 Processes 49, 50, 51
E1-2 Policies 48, 49
E1-3 Actions 49, 50
E1-4 Targets NS
E1-5 Energy consumption 52
E1-6 Gross Scopes 1, 2 and 3 51
E1-7 GHG removals NR
E1-8 Internal carbon pricing NR
E1-9 Financial effects NR
ESRS S1 Own workforce
ESRS 2, SBM-2 Stakeholders 54
ESRS 2, SBM-3 Strategy 54, 55, 56
S1-1 Policies 54
S1-2 Processes 55
S1-3 Remediate impacts 54, 55
Disclosure
requirement Cross-cutting standards Page
S1-4 Actions 56
S1-5 Targets 56
S1-6 Own employees 57
S1-7 Non-employees 58
S1-8 Bargaining coverage NR
S1-9 Diversity 57
S1-10 Adequate wages NR
S1-11 Social protection 55
S1-12 Disabilities NR
S1-13 Training 58
S1-14 Health and safety NR
S1-15 Work-life balance 58
S1-16 Compensation 58
S1-17 Complaints 55
ESRS S4 Consumers and end-users
ESRS 2, SBM-2 Stakeholders 59
ESRS 2, SBM-3
and SBM-4
Strategy 59, 60
S4-1 Policies 59
S4-2 Processes 59
S4-3 Remediate impacts 59, 60, 61, 62
S4-4 Actions 63
S4-5 Targets 63
ESRS G1 Business conduct
ESRS 2, GOV-1 Governance roles 31
ESRS 2, IRO-1 Proceses 18, 22
G1-1 Corporate culture 66, 67
G1-2 Suppliers 66, 67
G1-3 Prevention 66, 67
G1-4 Incidents NR
G1-5 Political influence NR
G1-6 Payment practices NR
Short forms
NR: Not relevant
NS: Not stated
NM: Not material
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
ESRS 2, IRO-2
ESRS data points from other EU legislation
The tables below present all data points originating from other EU legislation, as outlined in ESRS 2, Appendix B. They
indicate where each data point appears in the sustainability statements and specify those assessed as ‘Not Material’
(NM), ‘Not Stated’ (NS), or ‘Not Relevant’ (NR).
Disclosure
requirement Data point Description Legislation Page
ESRS 2, GOV-1 21 (d) Board’s gender diversity SFDR/BRR 22
21 (e) Percentage of board members who are independent BRR 22
ESRS 2, GOV-4 30 Statement on due diligence SFDR 31
ESRS 2, SBM-1 40 (d) (i) Involvement in activities related to fossil fuel activities SFDR/P3/BRR NM
40 (d) (ii) Involvement in activities related to chemical production SFDR/BRR NM
40 (d) (iii) Involvement in activities related to controversial weapons SFDR/BRR NM
40 (d) (iv) Involvement in activities related to cultivation and production of
tobacco
BRR NM
ESRS E1-1 14 Transition plan to reach climate neutrality by 2050 EUCL NS
16 (g) Undertakings excluded from Paris-aligned benchmarks P3/BRR NM
ESRS E1-4 34 GHG emission reduction targets SFDR/P3/BRR NS
ESRS E1-5 38 Energy consumption from fossil sources disaggregated by sources
(only high climate impact sectors)
SFDR 52
37 Energy consumption and mix SFDR 52
40-43 Energy intensity associated with activities in high climate impact
sectors
SFDR 52
ESRS E1-6 44 Gross scope 1, 2, 3, and total GHG emissions SFDR/P3/BRR 51
53-55 Gross GHG emissions intensity SFDR/P3/BRR 52
ESRS E1-7 56 GHG removals and carbon credits EUCL NM
ESRS E1-9 66 Exposure of the benchmark portfolio to climate- related physical
risks
BRR NM
66 (a); 66 (c) Disaggregation of monetary amounts by acute and chronic physical
risk; location of significant assets at material physical risk
P3 NM
67 (c) Breakdown of the carrying value of its real estate assets by energy-
efficiency classes
P3 NM
69 Degree of exposure of the portfolio to climate- related opportunities BRR NM
ESRS E2-4 28 Amount of each pollutant listed in annex II of the E-PRTR regulation
emitted to air, water, and soil
SFDR NM
Disclosure
requirement Data point Description Legislation Page
ESRS E3-1 9 Water and marine resources SFDR NM
13 Dedicated policy SFDR NM
14 Sustainable oceans and seas SFDR NM
ESRS E3-4 28 (c) Total water recycled and reused SFDR NM
29 Total water consumption in m3 per net revenue on own operations SFDR NM
ESRS E4,
SBM-3 (ESRS 2)
16 (a) (i) Activities negatively affecting biodiversity-sensitive areas SFDR NM
16 (b) Land degradation, desertification, or soil sealing SFDR NM
16 (c) Threatened species SFDR NM
ESRS E4-2 24 (b) Sustainable land/agriculture practices or policies SFDR NM
24 (c) Sustainable oceans/seas practices or policies SFDR NM
24 (d) Policies to address deforestation SFDR NM
ESRS E5-5 37 (d) Non-recycled waste SFDR NM
39 Hazardous waste and radioactive waste SFDR NM
ESRS S1,
SBM-3 (ESRS 2)
14 (f) Risk of incidents of forced labor SFDR NM
14 (g) Risk of incidents of child labor SFDR NM
ESRS S1-1 20 Human rights policy commitments SFDR 54
21 Due diligence policies on issues addressed by the fundamental
International Labor organization Conventions 1 to 8
BRR 54
22 Processes and measures for preventing trafficking in human beings SFDR NM
23 Workplace accident prevention policy or management system SFDR NM
ESRS S1-3 32 (c) Grievance/complaints-handling mechanisms SFDR 62
ESRS S1-14 88 (b) and (c) Number of fatalities and number and rate of work-related accidents SFDR/BRR NM
88 (e) Number of days lost to injuries, accidents, fatalities, or illness SFDR NM
ESRS S1-16 97 (a) Unadjusted gender pay gap SFDR/BRR NM
97 (b) Excessive CEO pay ratio SFDR NM
Legislation
SFDR: Sustainable Finance Disclosure Regulation
P3: EBA Pillar 3 disclosure requirements
BRR: Climate Benchmark Standards Regulation
EUCL: EU Climate Law
Other short forms
NR: Not relevant
NS: Not stated
NM: Not material
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Disclosure
requirement Data point Description Legislation Page
ESRS S1-17 103 (a) Incidents of discrimination SFDR NM
104 (a) Non-respect of UNGPs on Business & Human Rights, ILO principles,
or OECD guidelines
SFDR/BRR NM
ESRS S2,
SBM-3 (ESRS 2)
11 (b) Significant risk of child labor or forced labor in the value chain SFDR NM
ESRS S2-1 17 Human rights policy commitments SFDR 54
18 Policies related to value chain workers SFDR NM
19 Non-respect of UNGPs on Business & Human Rights, ILO principles,
or OECD guidelines
SFDR/BRR NM
19 Due diligence policies on issues addressed by the fundamental
International Labor Organization Conventions 1 to 8
BRR 54
ESRS S2-4 36 Human rights issues and incidents connected to its upstream and
downstream value chain
SFDR NM
ESRS S3-1 16 Human rights policy commitments SFDR 54
17 Non-respect of UNGPs on Business & Human Rights, ILO principles,
or OECD guidelines
SFDR/BRR 54
ESRS S3-4 36 Human rights issues and incidents SFDR NM
ESRS S4-1 16 Policies related to consumers and end-users SFDR 59
17 Non-respect of UNGPs on Business and Human Rights and OECD
guidelines
SFDR/BRR NM
ESRS S4-4 35 Human rights issues and incidents SFDR NM
ESRS G1-1 10 (b) United Nations Convention against Corruption SFDR NS
10 (d) Protection of whistleblowers SFDR 67
ESRS G1-4 24 (a) Fines for violation of anti-corruption and anti-bribery laws SFDR/BRR NM
24 (b) Standards of anti-corruption and anti-bribery SFDR NM
Legislation
SFDR: Sustainable Finance Disclosure Regulation
P3: EBA Pillar 3 disclosure requirements
BRR: Climate Benchmark Standards Regulation
EUCL: EU Climate Law
Other short forms
NR: Not relevant
NS: Not stated
NM: Not material
PAGE 71 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Oslo, March 27, 2025
(Signed electronically)
Hugo Lund Maurstad
Chair of the Board
Martin Folke Tivéus
Board Member
Maria Tallaksen
Board Member
Andreas Holm
Board Member
Lisa Åberg
Board Member
Anita Gullstedt
Board Member,
Employee Representative
Carl Thorsson
Board Member,
Employee Representative
Sondre Gravir
CEO
Financial statements
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Financial statements
Consolidated financial
statements 73
Consolidated statement of profit or loss 74
Consolidated statement of comprehensive
income 75
Consolidated statement of financial position 76
Consolidated statement of changes in equity 77
Consolidated statement of cash flows 78
Notes to the consolidated financial
statements 80
Financial statements
parent company 110
Statement of profit or loss 111
Statement of financial position 112
Statement of cash flows 113
Notes to the financial statements 115
Statement from the Board and the CEO 123
Auditor’s report 124
Sustainability auditor’s limited
assurance report 127
Alternative performance measures 129
Definitions 130
PAGE 73 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Consolidated financial
statements
Consolidated statement of profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of financial
position
Consolidated statement of changes in
equity
Consolidated statement of cash flows
Notes
Note 1 General information
Note 2 Basis of preparing the
consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets
and advance payments from
customers
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Realized net gain/loss
Note 8 Net financial items
Note 9 Tax
Note 10 Intangible assets
Note 11 Leases
Note 12 Property, plant and
equipment
Note 13 Other non-current
receivables
Note 14 Group structure
Note 15 Inventories
Note 16 Accounts receivable and
other current receivables
Note 17 Cash and cash equivalents
Note 18 Share capital
Note 19 Earnings per share
Note 20 Borrowings
Note 21 Reconciliation of cash
and cash equivalents and
borrowings
Note 22 Financial risk factors
Note 23 Financial instruments
Note 24 Other current liabilities
Note 25 Related parties
Note 26 Events after the balance
sheet date
Consolidated financial
statements
PAGE 74 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Consolidated financial
statements
Consolidated statement of profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of financial
position
Consolidated statement of changes in
equity
Consolidated statement of cash flows
Notes
Note 1 General information
Note 2 Basis of preparing the
consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets
and advance payments from
customers
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Realized net gain/loss
Note 8 Net financial items
Note 9 Tax
Note 10 Intangible assets
Note 11 Leases
Note 12 Property, plant and
equipment
Note 13 Other non-current
receivables
Note 14 Group structure
Note 15 Inventories
Note 16 Accounts receivable and
other current receivables
Note 17 Cash and cash equivalents
Note 18 Share capital
Note 19 Earnings per share
Note 20 Borrowings
Note 21 Reconciliation of cash
and cash equivalents and
borrowings
Note 22 Financial risk factors
Note 23 Financial instruments
Note 24 Other current liabilities
Note 25 Related parties
Note 26 Events after the balance
sheet date
Notes | 2024 | 2023 | |
| (Amounts in NOK million for the period ended December 31 ) | |||
| Revenue | 3, 4, 7 | ||
| Operating expenses | |||
Cost of goods sold | - | - | |
| Personnel expenses | 5 | - | - |
| Other operating expenses | 6, 7, 11 | - | - |
| Depreciation and amortization | 10, 11, 12 | - | - |
Total operating expenses | - | - | |
Operating profit | |||
Interest income | |||
| Financial income | 7 | ||
| Interest expense | 7, 20 | - | - |
Financial expense | - | - | |
| Net financial items | 8 | - | - |
Profit before tax | |||
| Income tax expense | 9 | - | - |
Profit | |||
| Profit for the year is attributable to: | |||
| Equity holders of the parent company | 19 | ||
Total allocation | |||
| Earnings per share in NOK | |||
| Basic earnings per share attributable to ordinary equity | 19 | ||
| Diluted earnings per share attributable to ordinary equity | 19 |
Consolidated statement of profit or loss
Consolidated Financial statements
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Consolidated financial
statements
Consolidated statement of profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of financial
position
Consolidated statement of changes in
equity
Consolidated statement of cash flows
Notes
Note 1 General information
Note 2 Basis of preparing the
consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets
and advance payments from
customers
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Realized net gain/loss
Note 8 Net financial items
Note 9 Tax
Note 10 Intangible assets
Note 11 Leases
Note 12 Property, plant and
equipment
Note 13 Other non-current
receivables
Note 14 Group structure
Note 15 Inventories
Note 16 Accounts receivable and
other current receivables
Note 17 Cash and cash equivalents
Note 18 Share capital
Note 19 Earnings per share
Note 20 Borrowings
Note 21 Reconciliation of cash
and cash equivalents and
borrowings
Note 22 Financial risk factors
Note 23 Financial instruments
Note 24 Other current liabilities
Note 25 Related parties
Note 26 Events after the balance
sheet date
2024 | 2023 | |
| (Amounts in NOK million for the period ended December 31 ) | ||
Profit for the year | ||
| Other comprehensive income | ||
Foreign exchange rate changes – may be reclassified to profit or loss | - | - |
Other comprehensive income, net of tax | - | - |
Total comprehensive income | ||
| Total comprehensive income is attributable to: | ||
Equity holders of the parent company | ||
Total comprehensive income |
Consolidated statement of comprehensive income
PAGE 76 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Consolidated financial
statements
Consolidated statement of profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of financial
position
Consolidated statement of changes in
equity
Consolidated statement of cash flows
Notes
Note 1 General information
Note 2 Basis of preparing the
consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets
and advance payments from
customers
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Realized net gain/loss
Note 8 Net financial items
Note 9 Tax
Note 10 Intangible assets
Note 11 Leases
Note 12 Property, plant and
equipment
Note 13 Other non-current
receivables
Note 14 Group structure
Note 15 Inventories
Note 16 Accounts receivable and
other current receivables
Note 17 Cash and cash equivalents
Note 18 Share capital
Note 19 Earnings per share
Note 20 Borrowings
Note 21 Reconciliation of cash
and cash equivalents and
borrowings
Note 22 Financial risk factors
Note 23 Financial instruments
Note 24 Other current liabilities
Note 25 Related parties
Note 26 Events after the balance
sheet date
Consolidated statement of financial position
Notes | 2024 | 2023 | |
| (Amounts in NOK million at December 31) | |||
| NON-CURRENT ASSETS | |||
| Intangible assets | |||
| Goodwill | 10 | ||
| Customer relations | 10 | ||
| Trademark | 10 | ||
| Internally developed software | 10 | ||
Total non-current intangible assets | |||
| Property, plant and equipment | |||
| Right-of-use assets | 11 | ||
| Leasehold improvements | 12 | ||
| Fitness equipment | 12 | ||
| Other equipment, fixtures and fittings | 12 | ||
Total non-current property, plant and equipment | |||
| Financial assets | |||
| Derivative financial instruments | 22, 23 | ||
| Other non-current receivables | 13, 25 | ||
Total non-current financial assets | |||
| Deferred tax asset | 9 | ||
Total non-current assets | |||
| CURRENT ASSETS | |||
| Inventories | 15 | ||
| Other current receivables | 16 | ||
| Accounts receivables | 16 | ||
| Prepaid expenses and accrued income | 16 | ||
| Derivative financial instruments | 22, 23 | ||
| Cash and cash equivalents | 17, 21 | ||
Total current assets | |||
Total assets |
| Notes | 2024 | 2023 | |
| (Amounts in NOK million at December 31) | |||
| EQUITY | |||
| Share capital | 18 | ||
Share premium | |||
Treasury shares | - | - | |
Other reserves | - | - | |
Retained earnings | - | - | |
Total equity | |||
| LIABILITIES | |||
| Non-current liabilities | |||
| Deferred tax liability | 9 | ||
| Borrowings | 20, 21 | ||
| Lease liability | 11, 20, 21 | ||
| Derivative financial instruments | 22, 23 | ||
Total non-current liabilities | |||
| Current liabilities | |||
| Borrowings | 20, 21 | ||
| Lease liability | 11, 20, 21 | ||
| Derivative financial instruments | 22, 23 | ||
| Contract liability | 24 | ||
Trade and other payables | |||
Current tax liabilities | |||
Public fees and charges payable | |||
| Other current liabilities | 24 | ||
Total current liabilities | |||
Total liabilities | |||
Total equity and liabilities |
Oslo, March 27, 2025
(Signed electronically)
Hugo Lund Maurstad
Chair of the Board
Martin Folke Tivéus
Board Member
Maria Tallaksen
Board Member
Andreas Holm
Board Member
Lisa Åberg
Board Member
Anita Gullstedt
Board Member,
Employee Representative
Carl Thorsson
Board Member,
Employee Representative
Sondre Gravir
CEO
PAGE 77 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Consolidated financial
statements
Consolidated statement of profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of financial
position
Consolidated statement of changes in
equity
Consolidated statement of cash flows
Notes
Note 1 General information
Note 2 Basis of preparing the
consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets
and advance payments from
customers
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Realized net gain/loss
Note 8 Net financial items
Note 9 Tax
Note 10 Intangible assets
Note 11 Leases
Note 12 Property, plant and
equipment
Note 13 Other non-current
receivables
Note 14 Group structure
Note 15 Inventories
Note 16 Accounts receivable and
other current receivables
Note 17 Cash and cash equivalents
Note 18 Share capital
Note 19 Earnings per share
Note 20 Borrowings
Note 21 Reconciliation of cash
and cash equivalents and
borrowings
Note 22 Financial risk factors
Note 23 Financial instruments
Note 24 Other current liabilities
Note 25 Related parties
Note 26 Events after the balance
sheet date
| Share | Share | Treasury | Foreign exchange | Share-based | Retained | Total attributable to | Total | ||
| Notes | capital | premium | shares | translation reserve | payments reserve | earnings | owners of the Group | equity | |
| (Amounts in NOK million) | |||||||||
Equity January 1, 2023 | - | - | |||||||
Profit for the year | |||||||||
OCI for the year | - | - | - | ||||||
Total comprehensive income for the year | - | ||||||||
Investment program | - | ||||||||
| Share issues and capital increase expenses | 19 | ||||||||
Proceeds from sale of own shares | |||||||||
Repurchase of shares | - | - | - | ||||||
Equity December 31, 2023 | - | - | - | ||||||
Equity January 1, 2024 | - | - | - | ||||||
Profit for the year | |||||||||
OCI for the year | - | - | - | ||||||
Total comprehensive income for the year | - | ||||||||
Investment program | |||||||||
Proceeds from sale of own shares | |||||||||
Equity December 31, 2024 | - | - | - |
Consolidated statement of changes in equity
PAGE 78 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Consolidated financial
statements
Consolidated statement of profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of financial
position
Consolidated statement of changes in
equity
Consolidated statement of cash flows
Notes
Note 1 General information
Note 2 Basis of preparing the
consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets
and advance payments from
customers
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Realized net gain/loss
Note 8 Net financial items
Note 9 Tax
Note 10 Intangible assets
Note 11 Leases
Note 12 Property, plant and
equipment
Note 13 Other non-current
receivables
Note 14 Group structure
Note 15 Inventories
Note 16 Accounts receivable and
other current receivables
Note 17 Cash and cash equivalents
Note 18 Share capital
Note 19 Earnings per share
Note 20 Borrowings
Note 21 Reconciliation of cash
and cash equivalents and
borrowings
Note 22 Financial risk factors
Note 23 Financial instruments
Note 24 Other current liabilities
Note 25 Related parties
Note 26 Events after the balance
sheet date
Consolidated statement of cash flows
| Notes | 2024 | 2023 | |
| (Amounts in NOK million for the period ended December 31 ) | |||
| Cash flow from operating activities | |||
Profit before tax | |||
| Adjustment for: | |||
| Taxes paid in the period | 9 | - | - |
| Loss from sale of gym equipment | 12 | - | - |
| Depreciation, amortization and impairment | 10, 11, 12 | ||
| Net financial items | 8 | ||
| Change in inventory | 15 | ||
| Change in accounts receivables | 16 | - | - |
Change in trade payables | |||
| Change in other receivables and accruals | 16, 24 | - | |
Net cash flow from operations | |||
| Cash flow from investing | |||
| Purchase of property, plant and equipment and intangible assets | 10, 12 | - | - |
| Loan to related parties | 25 | - | |
Proceeds from property, plant and equipment | |||
| Proceeds from loan to related parties | 25 | ||
Net cash flow from investing | - | - | |
| Cash flow from financing | |||
| Repayments of borrowings | 20 | - | - |
| Proceeds from borrowings | 20 | ||
| Installments on lease liabilities | 11 | - | - |
| Paid interest on borrowings | 20 | - | - |
| Interest on lease liabilities | 11 | - | - |
| Proceeds from issues of shares | 19 | ||
| Purchase of own shares | 18 | - | |
| Proceeds from sale of own shares | 18, 19 | ||
| Other financial items | 8 | ||
Net cash flow from financing | - | - | |
Net increase/decrease in cash and cash equivalents | - | ||
Effect of foreign exchange rate changes on cash and cash equivalents | - | - | |
Cash and cash equivalents at the beginning of the period | |||
| Cash and cash equivalents at the end of the period | 17 |
PAGE 79 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
NOTES PAGE
Note 1 General information 80
Note 2 Basis of preparing the consolidated financial statements 80
Note 3 Segment information 82
Note 4 Revenue, contract assets and advance payments from customers 84
Note 5 Personnel expenses 86
Note 6 Other operating expenses 87
Note 7 Realized net gain/loss 87
Note 8 Net financial items 88
Note 9 Tax 88
Note 10 Intangible assets 90
Note 11 Leases 94
Note 12 Property, plant and equipment 98
Note 13 Other non-current receivables 99
Note 14 Group structure 99
Note 15 Inventories 99
Note 16 Accounts receivable and other current receivables 100
Note 17 Cash and cash equivalents 101
Note 18 Share capital 101
Note 19 Earnings per share 102
Note 20 Borrowings 103
Note 21 Reconciliation of cash and cash equivalents and borrowings 104
Note 22 Financial risk factors 104
Note 23 Financial instruments 107
Note 24 Other current liabilities 108
Note 25 Related parties 109
Note 26 Events after the balance sheet date 109
PAGE 80 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Consolidated financial
statements
Consolidated statement of profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of financial
position
Consolidated statement of changes in
equity
Consolidated statement of cash flows
Notes
Note 1 General information
Note 2 Basis of preparing the
consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets
and advance payments from
customers
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Realized net gain/loss
Note 8 Net financial items
Note 9 Tax
Note 10 Intangible assets
Note 11 Leases
Note 12 Property, plant and
equipment
Note 13 Other non-current
receivables
Note 14 Group structure
Note 15 Inventories
Note 16 Accounts receivable and
other current receivables
Note 17 Cash and cash equivalents
Note 18 Share capital
Note 19 Earnings per share
Note 20 Borrowings
Note 21 Reconciliation of cash
and cash equivalents and
borrowings
Note 22 Financial risk factors
Note 23 Financial instruments
Note 24 Other current liabilities
Note 25 Related parties
Note 26 Events after the balance
sheet date
NOTE 1 General information
SATS (“the Group”) consists of SATS ASA (“the company”) and its subsidiaries. As an ASA entity, the
Group’s parent company is subject to the Norwegian Public Limited Company Act. The accompanying
consolidated financial statements include the financial statements of SATS ASA and its subsidiaries. The
consolidated financial statements of the Group for the year ended December 31, 2024, are available on our
website.
The parent, SATS ASA , is registered and domiciled in Norway and has its head office at Nydalsveien 28,
The consolidated financial statements were approved by the Board of Directors on March 27, 2025.
Notes to the consolidated financial statements
NOTE 2 Basis of preparing the consolidated financial
statements
The financial statements have been prepared on a historical cost basis, except for the following:
• Certain financial assets and liabilities (including derivative instruments) – measured at fair value
• Right-of-use assets – initially measured based on the corresponding lease liability
• Lease liabilities – initially measured at net present value of future lease payments
The functional currency of the parent company is Norwegian Kroner (NOK), and this is also the
presentation currency of both the parent company and the Group. All amounts are rounded to the nearest
NOK million, unless stated otherwise.
PAGE 81 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Consolidated financial
statements
Consolidated statement of profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of financial
position
Consolidated statement of changes in
equity
Consolidated statement of cash flows
Notes
Note 1 General information
Note 2 Basis of preparing the
consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets
and advance payments from
customers
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Realized net gain/loss
Note 8 Net financial items
Note 9 Tax
Note 10 Intangible assets
Note 11 Leases
Note 12 Property, plant and
equipment
Note 13 Other non-current
receivables
Note 14 Group structure
Note 15 Inventories
Note 16 Accounts receivable and
other current receivables
Note 17 Cash and cash equivalents
Note 18 Share capital
Note 19 Earnings per share
Note 20 Borrowings
Note 21 Reconciliation of cash
and cash equivalents and
borrowings
Note 22 Financial risk factors
Note 23 Financial instruments
Note 24 Other current liabilities
Note 25 Related parties
Note 26 Events after the balance
sheet date
Significant accounting policies
The following description of accounting principles relevant for presentation and consolidation applies
to SATS ASA’s 2024 financial reporting, including comparative figures. The accounting policies for items
covered by specific note disclosures are incorporated in the individual notes.
PAGE 82 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Consolidated financial
statements
Consolidated statement of profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of financial
position
Consolidated statement of changes in
equity
Consolidated statement of cash flows
Notes
Note 1 General information
Note 2 Basis of preparing the
consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets
and advance payments from
customers
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Realized net gain/loss
Note 8 Net financial items
Note 9 Tax
Note 10 Intangible assets
Note 11 Leases
Note 12 Property, plant and
equipment
Note 13 Other non-current
receivables
Note 14 Group structure
Note 15 Inventories
Note 16 Accounts receivable and
other current receivables
Note 17 Cash and cash equivalents
Note 18 Share capital
Note 19 Earnings per share
Note 20 Borrowings
Note 21 Reconciliation of cash
and cash equivalents and
borrowings
Note 22 Financial risk factors
Note 23 Financial instruments
Note 24 Other current liabilities
Note 25 Related parties
Note 26 Events after the balance
sheet date
Accounting estimates made by the Group’s management are based on information available to
management at the time each estimate is made. Accordingly, actual outcomes may differ materially
from current expectations under different assumptions and conditions. The significant judgements that
management has made in applying its accounting policies, and the estimates and assumptions for which
there is a significant risk of a material adjustment to the Financial Statements within the next financial year,
are set out below and disclosed in the relevant notes.
• Critical judgements in recognizing revenue, joining fees (Note 4 Revenue, contract assets and advance
payments from customers)
• Critical judgements in recognizing revenue, financing components (Note 4 Revenue, contract assets and
advance payments from customers)
• Critical judgements in determining the lease term (Note 11 Leases)
New and amended standards adopted by the Group
The Group has not changed its presentation or accounting principles or adopted new standards that
significantly affect the financial reporting in 2024 or the comparison with previous periods.
At the time of preparing the financial statements for 2024, there were no changes in standards,
interpretations of standards, or issued but not yet effective standards that are expected to significantly
affect the Group’s financial statements.
1)
For additional information about definitions, please see Alternative performance measures.
PAGE 83 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Consolidated financial
statements
Consolidated statement of profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of financial
position
Consolidated statement of changes in
equity
Consolidated statement of cash flows
Notes
Note 1 General information
Note 2 Basis of preparing the
consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets
and advance payments from
customers
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Realized net gain/loss
Note 8 Net financial items
Note 9 Tax
Note 10 Intangible assets
Note 11 Leases
Note 12 Property, plant and
equipment
Note 13 Other non-current
receivables
Note 14 Group structure
Note 15 Inventories
Note 16 Accounts receivable and
other current receivables
Note 17 Cash and cash equivalents
Note 18 Share capital
Note 19 Earnings per share
Note 20 Borrowings
Note 21 Reconciliation of cash
and cash equivalents and
borrowings
Note 22 Financial risk factors
Note 23 Financial instruments
Note 24 Other current liabilities
Note 25 Related parties
Note 26 Events after the balance
sheet date
Revenue recognition
The revenue recognition criteria in the segment information note are based on the Group`s accounting
principles and are in accordance with IFRS 15. Please see Note 4 Revenue, contract assets and advance
payments from customers for additional information.
Operating segment information
| Group | ||||||
| functions | ||||||
SATS Group | Norway | Sweden | Finland | Denmark | and other | Total |
| (Amounts in NOK million) | ||||||
| FINANCIAL YEAR 2024 | ||||||
| Revenue | ||||||
Membership revenue | 1,887 | 1,397 | 422 | 487 | 0 | 4,193 |
Other revenue | 378 | 311 | 79 | 102 | 1 | 871 |
Total revenue | 2,265 | 1,708 | 501 | 589 | 1 | 5,064 |
EBITDA
1
and EBITDA before impact of IFRS 16
1
reconcile to profit/loss as follows:
EBITDA before impact of IFRS 16 1 | 489 | 152 | 29 | 24 | 44 | 738 |
Impact of IFRS 16 | 466 | 460 | 137 | 141 | 0 | 1,204 |
EBITDA 1 | 955 | 612 | 165 | 165 | 44 | 1,942 |
Depreciation and amortization | -416 | -441 | -137 | -148 | -55 | -1,198 |
Operating profit/loss | 539 | 171 | 29 | 17 | -11 | 744 |
Net financial items 2 | -84 | -95 | -25 | -69 | -37 | -310 |
Income tax expense/income | -79 | -18 | 0 | 1 | -12 | -108 |
Profit/loss for the year | 376 | 58 | 3 | -51 | -60 | 326 |
FINANCIAL YEAR 2023
| Revenue | ||||||
Membership revenue | 1,763 | 1,281 | 390 | 436 | 0 | 3,870 |
Other revenue | 389 | 315 | 76 | 80 | 3 | 864 |
Total revenue | 2,153 | 1,597 | 466 | 516 | 3 | 4,734 |
EBITDA
1
and EBITDA before impact of IFRS 16
1
reconcile to profit/loss as follows:
EBITDA before impact of IFRS 16 1 | 387 | 185 | 25 | -13 | 29 | 614 |
Impact of IFRS 16 | 472 | 420 | 133 | 145 | 0 | 1,170 |
EBITDA 1 | 859 | 605 | 159 | 132 | 29 | 1,784 |
Depreciation and amortization | -421 | -412 | -132 | -161 | -52 | -1,178 |
Operating profit/loss | 437 | 193 | 27 | -29 | -22 | 607 |
Net financial items 2 | -93 | -76 | -25 | -69 | -31 | -293 |
Income tax expense/income | -44 | -22 | 0 | 1 | -24 | -89 |
Profit/loss for the year | 301 | 95 | 3 | -98 | -77 | 224 |
1)
For additional information about definitions, please see Alternative performance measures.
2)
Financial income and expenses are allocated to Group functions and other since this type of activity is derived by the
central treasury function, which manages the cash position of the Group.
Financial statement per segment
Segments’ assets and liabilities are measured in the same way as in the financial statements. The assets
are allocated based on the operations of the segment and the physical location of the asset. The Group’s
borrowings and derivative financial instruments are not considered to be segment liabilities but are
managed by the treasury function.
| Group | ||||||
| functions | ||||||
SATS Group | Norway | Sweden | Finland | Denmark | and other | Total |
| (Amounts in NOK million) | ||||||
| FINANCIAL YEAR 2024 | ||||||
Total non-current intangible assets | 1,674 | 232 | 674 | 5 | 75 | 2,661 |
Non-current tangible assets 1 | 2,034 | 2,184 | 615 | 616 | 0 | 5,449 |
Total non-current financial assets | 0 | 0 | 0 | 41 | 48 | 89 |
Deferred tax asset | 57 | 64 | 25 | 1 | 39 | 185 |
Current assets | 1,009 | 278 | 174 | -65 | -444 | 952 |
Total assets | 4,773 | 2,759 | 1,487 | 598 | -282 | 9,336 |
Total liabilities | 2,146 | 2,609 | 809 | 1,354 | 1,073 | 7,991 |
Investments | 86 | 88 | 16 | 44 | 52 | 287 |
| FINANCIAL YEAR 2023 | ||||||
Total non-current intangible assets | 1,673 | 225 | 642 | 10 | 78 | 2,628 |
Non-current tangible assets 1 | 2,015 | 2,015 | 618 | 627 | 0 | 5,275 |
Total non-current financial assets | 0 | 1 | 0 | 46 | 53 | 100 |
Deferred tax asset | 58 | 64 | 23 | 1 | 31 | 178 |
Current assets | 723 | 309 | 150 | -8 | -371 | 802 |
Total assets | 4,468 | 2,613 | 1,434 | 676 | -208 | 8,983 |
Total liabilities | 2,221 | 2,477 | 794 | 1,347 | 1,124 | 7,963 |
Investments | 53 | 44 | 15 | 15 | 39 | 167 |
1)
Non-current tangible assets consist mainly of right-of-use assets, capitalized improvements on the leased fitness club
facilities, and fitness equipment and exclude financial instruments, deferred tax assets, post-employment benefit assets,
and rights arising under insurance contracts.
PAGE 84 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Consolidated financial
statements
Consolidated statement of profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of financial
position
Consolidated statement of changes in
equity
Consolidated statement of cash flows
Notes
Note 1 General information
Note 2 Basis of preparing the
consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets
and advance payments from
customers
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Realized net gain/loss
Note 8 Net financial items
Note 9 Tax
Note 10 Intangible assets
Note 11 Leases
Note 12 Property, plant and
equipment
Note 13 Other non-current
receivables
Note 14 Group structure
Note 15 Inventories
Note 16 Accounts receivable and
other current receivables
Note 17 Cash and cash equivalents
Note 18 Share capital
Note 19 Earnings per share
Note 20 Borrowings
Note 21 Reconciliation of cash
and cash equivalents and
borrowings
Note 22 Financial risk factors
Note 23 Financial instruments
Note 24 Other current liabilities
Note 25 Related parties
Note 26 Events after the balance
sheet date
PAGE 85 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Consolidated financial
statements
Consolidated statement of profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of financial
position
Consolidated statement of changes in
equity
Consolidated statement of cash flows
Notes
Note 1 General information
Note 2 Basis of preparing the
consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets
and advance payments from
customers
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Realized net gain/loss
Note 8 Net financial items
Note 9 Tax
Note 10 Intangible assets
Note 11 Leases
Note 12 Property, plant and
equipment
Note 13 Other non-current
receivables
Note 14 Group structure
Note 15 Inventories
Note 16 Accounts receivable and
other current receivables
Note 17 Cash and cash equivalents
Note 18 Share capital
Note 19 Earnings per share
Note 20 Borrowings
Note 21 Reconciliation of cash
and cash equivalents and
borrowings
Note 22 Financial risk factors
Note 23 Financial instruments
Note 24 Other current liabilities
Note 25 Related parties
Note 26 Events after the balance
sheet date
| Membership | |||
revenue | Other revenue | 2024 | |
| (Amounts in NOK million) | |||
Norway | 1,887 | 378 | 2,265 |
Sweden | 1,397 | 311 | 1,708 |
Finland | 422 | 79 | 501 |
Denmark | 487 | 102 | 589 |
Group functions and other | 0 | 1 | 1 |
Revenue from contracts with customers | 4,193 | 871 | 5,064 |
| Point-of-time revenue recognition | |||
Other revenue | 871 | ||
Membership revenue 1 | 41 | ||
Total point-of-time revenue recognition | 913 | ||
| Period-of-time revenue recognition | |||
Membership revenue | 4,151 | ||
Total period-of-time revenue recognition | 4,151 |
| Membership | |||
revenue | Other revenue | 2023 | |
| (Amounts in NOK million) | |||
Norway | 1,763 | 389 | 2,153 |
Sweden | 1,281 | 315 | 1,597 |
Finland | 390 | 76 | 466 |
Denmark | 436 | 80 | 516 |
Group functions and other | 0 | 3 | 3 |
Revenue from contracts with customers | 3,870 | 864 | 4,734 |
| Point-of-time revenue recognition | |||
Other revenue | 864 | ||
Membership revenue 1 | 41 | ||
Total point-of-time revenue recognition | 905 | ||
| Period-of-time revenue recognition | |||
Membership revenue | 3,829 | ||
Total period-of-time revenue recognition | 3,829 |
Contract liabilities | 2024 |
| (Amounts in NOK million at December 31) | |
| Contract liabilities as at the balance sheet date | |
Membership subscriptions | 430 |
Gift cards | 1 |
PT sessions | 244 |
Revenue recognized from contract liabilities | 2024 |
| Revenue recognized in this period that was included in the contract liability balance at | |
| the beginning of the period | |
Membership subscriptions | 379 |
Gift cards | 1 |
PT sessions | 182 |
PAGE 86 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Consolidated financial
statements
Consolidated statement of profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of financial
position
Consolidated statement of changes in
equity
Consolidated statement of cash flows
Notes
Note 1 General information
Note 2 Basis of preparing the
consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets
and advance payments from
customers
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Realized net gain/loss
Note 8 Net financial items
Note 9 Tax
Note 10 Intangible assets
Note 11 Leases
Note 12 Property, plant and
equipment
Note 13 Other non-current
receivables
Note 14 Group structure
Note 15 Inventories
Note 16 Accounts receivable and
other current receivables
Note 17 Cash and cash equivalents
Note 18 Share capital
Note 19 Earnings per share
Note 20 Borrowings
Note 21 Reconciliation of cash
and cash equivalents and
borrowings
Note 22 Financial risk factors
Note 23 Financial instruments
Note 24 Other current liabilities
Note 25 Related parties
Note 26 Events after the balance
sheet date
Personnel expenses | 2024 | 2023 |
| (Amounts in NOK million) | ||
Salary expenses including bonuses, holiday pay and other costs | -1,568 | -1,422 |
Social security contributions | -200 | -179 |
Pension costs | -93 | -77 |
Total personnel expenses | -1,861 | -1,677 |
Full-time equivalents | 2024 | 2023 |
Norway | 858 | 894 |
Sweden | 877 | 841 |
Finland | 260 | 289 |
Denmark | 263 | 237 |
Total | 2,258 | 2,261 |
PAGE 87 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Consolidated financial
statements
Consolidated statement of profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of financial
position
Consolidated statement of changes in
equity
Consolidated statement of cash flows
Notes
Note 1 General information
Note 2 Basis of preparing the
consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets
and advance payments from
customers
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Realized net gain/loss
Note 8 Net financial items
Note 9 Tax
Note 10 Intangible assets
Note 11 Leases
Note 12 Property, plant and
equipment
Note 13 Other non-current
receivables
Note 14 Group structure
Note 15 Inventories
Note 16 Accounts receivable and
other current receivables
Note 17 Cash and cash equivalents
Note 18 Share capital
Note 19 Earnings per share
Note 20 Borrowings
Note 21 Reconciliation of cash
and cash equivalents and
borrowings
Note 22 Financial risk factors
Note 23 Financial instruments
Note 24 Other current liabilities
Note 25 Related parties
Note 26 Events after the balance
sheet date
2024 | 2023 | |
| (Amounts in NOK million) | ||
Salary | 18 | 16 |
Other benefits | 2 | 1 |
Pension benefits | 3 | 2 |
Performance based bonus | 9 | 8 |
Share Based Remuneration | 1 | 3 |
Total remuniration for Senior executives | 33 | 31 |
2024 | 2023 | |
| (Amounts in NOK million) | ||
Total fees for Board of Directors | 2 | 2 |
NOTE 6 Other operating expenses
Other operating expenses | 2024 | 2023 |
| (Amounts in NOK million) | ||
Property expenses 1 | -660 | -657 |
Marketing expenses | -119 | -110 |
IT expenses | -138 | -133 |
Other operating expenses | -202 | -236 |
Total other operating expenses | -1,119 | -1,136 |
1)
Property expenses consist of electricity, water, janitorial expenses, maintenance and short-term lease expenses for which
the underlying asset is of low value and hence IFRS 16 is not applied.
Please see Note 19 Accounts receivables and other current receivables.
Auditor's remuneration | 2024 | 2023 |
| (Amounts in NOK million) | ||
| Expensed auditor fees: | ||
| Statutory audit | ||
Deloitte Norway | -4 | -4 |
Deloitte abroad | -2 | -2 |
| Other attestation and assurance services | ||
Deloitte Norway 1 | -1 | 0 |
Total auditor's remuneration | -7 | -5 |
| 1) |
NOTE 7 Realized net gain/loss
Realized net gain/loss | 2024 | 2023 |
| (Amounts in NOK million) | ||
Realized net foreign exchange gains/losses | -81 | 17 |
Total realized net gain/loss | -81 | 17 |
PAGE 88 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Consolidated financial
statements
Consolidated statement of profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of financial
position
Consolidated statement of changes in
equity
Consolidated statement of cash flows
Notes
Note 1 General information
Note 2 Basis of preparing the
consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets
and advance payments from
customers
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Realized net gain/loss
Note 8 Net financial items
Note 9 Tax
Note 10 Intangible assets
Note 11 Leases
Note 12 Property, plant and
equipment
Note 13 Other non-current
receivables
Note 14 Group structure
Note 15 Inventories
Note 16 Accounts receivable and
other current receivables
Note 17 Cash and cash equivalents
Note 18 Share capital
Note 19 Earnings per share
Note 20 Borrowings
Note 21 Reconciliation of cash
and cash equivalents and
borrowings
Note 22 Financial risk factors
Note 23 Financial instruments
Note 24 Other current liabilities
Note 25 Related parties
Note 26 Events after the balance
sheet date
NOTE 8 Net financial items
Interest income and other financial income | 2024 | 2023 |
| (Amounts in NOK million) | ||
Interest income financial institutions | 39 | 50 |
Foreign exchange gains unrealized | 87 | 35 |
Foreign exchange gains realized | 1 | 20 |
Net gain derivatives unrealized | 17 | 43 |
Other financial income | 11 | 8 |
Total interest income and other financial income | 154 | 156 |
Net financial items | -310 | -293 |
PAGE 89 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Consolidated financial
statements
Consolidated statement of profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of financial
position
Consolidated statement of changes in
equity
Consolidated statement of cash flows
Notes
Note 1 General information
Note 2 Basis of preparing the
consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets
and advance payments from
customers
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Realized net gain/loss
Note 8 Net financial items
Note 9 Tax
Note 10 Intangible assets
Note 11 Leases
Note 12 Property, plant and
equipment
Note 13 Other non-current
receivables
Note 14 Group structure
Note 15 Inventories
Note 16 Accounts receivable and
other current receivables
Note 17 Cash and cash equivalents
Note 18 Share capital
Note 19 Earnings per share
Note 20 Borrowings
Note 21 Reconciliation of cash
and cash equivalents and
borrowings
Note 22 Financial risk factors
Note 23 Financial instruments
Note 24 Other current liabilities
Note 25 Related parties
Note 26 Events after the balance
sheet date
Tax expense | 2024 | 2023 |
| (Amounts in NOK million) | ||
Tax payable | -86 | -18 |
Change in deferred tax | -22 | -72 |
Total tax income | -108 | -89 |
Deferred tax liabilities | 2024 | 2023 |
| (Amounts in NOK million at December 31) | ||
Intangible assets | 28 | 27 |
Gain and loss account | 5 | 7 |
Financial instruments | 30 | 9 |
Untaxed reserves | 32 | 29 |
Revenues | 3 | 2 |
Other items | 6 | 3 |
Total deferred tax liabilities relating to temporary differences | 103 | 78 |
Carrying amount deferred tax liabilities | 103 | 78 |
Deferred tax assets | 2024 | 2023 |
| (Amounts in NOK million at December 31) | ||
Fixed assets | 48 | 50 |
Leasing | 76 | 73 |
Receivables | 10 | 11 |
Losses carried forward | 19 | 19 |
Interest | 33 | 26 |
| Total deferred tax assets relating to temporary differences and losses | 185 | 178 |
| carried forward | ||
Carrying amount deferred tax assets | 185 | 178 |
Explanation of the change in the deferred tax assets and liabilities: | 2024 | 2023 |
| (Amounts in NOK million) | ||
Net carrying amount deferred tax at January 1 | 100 | 168 |
Charge to profit or loss | -22 | -72 |
Charge direct to equity | -1 | -1 |
Exchange differences | 5 | 5 |
Net carrying amount deferred tax at December 31 | 82 | 100 |
Losses carried forward as at December 31 | 2024 | 2023 |
| (Amounts in NOK million) | ||
| Tax jurisdiction: | ||
Norway (unlimited expiration) | 0 | 0 |
Finland | 205 | 222 |
Denmark (unlimited expiration) | 1,037 | 947 |
Sweden (unlimited expiration) | 94 | 93 |
Total losses carried forward | 1,336 | 1,262 |
| Expiration | Unused tax | |
| Unused tax losses incurred | year | losses |
| (Amounts in NOK million) | ||
2016 | 2026 | 15 |
2017 | 2027 | 23 |
2020 | 2030 | 38 |
2021 | 2031 | 93 |
2022 | 2032 | 36 |
Total losses carried forward as at December 31, 2024 | 205 |
PAGE 90 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Consolidated financial
statements
Consolidated statement of profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of financial
position
Consolidated statement of changes in
equity
Consolidated statement of cash flows
Notes
Note 1 General information
Note 2 Basis of preparing the
consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets
and advance payments from
customers
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Realized net gain/loss
Note 8 Net financial items
Note 9 Tax
Note 10 Intangible assets
Note 11 Leases
Note 12 Property, plant and
equipment
Note 13 Other non-current
receivables
Note 14 Group structure
Note 15 Inventories
Note 16 Accounts receivable and
other current receivables
Note 17 Cash and cash equivalents
Note 18 Share capital
Note 19 Earnings per share
Note 20 Borrowings
Note 21 Reconciliation of cash
and cash equivalents and
borrowings
Note 22 Financial risk factors
Note 23 Financial instruments
Note 24 Other current liabilities
Note 25 Related parties
Note 26 Events after the balance
sheet date
Reconciliation of tax expense | 2024 | 2023 |
| (Amounts in NOK million) | ||
| Profit/loss before tax | ||
Norway | 454 | 341 |
Sweden | 28 | 68 |
Finland | 3 | 3 |
Denmark | -52 | -98 |
| Corporate tax rates | ||
Norway, 22% | -100 | -75 |
Sweden, 20.6% | -6 | -14 |
Finland, 20% | -1 | -1 |
Denmark, 22% | 11 | 22 |
| Reconciling items: | ||
Non-deductible expenses | -2 | -4 |
Unused tax losses not recognized as deferred tax assets | -10 | -20 |
Foreign currency effects | 0 | 2 |
Other | -1 | 1 |
Calculated tax expense | -108 | -89 |
Weighted average tax rate | 24.9% | 28.5% |
NOTE 10 Intangible assets
PAGE 91 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Consolidated financial
statements
Consolidated statement of profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of financial
position
Consolidated statement of changes in
equity
Consolidated statement of cash flows
Notes
Note 1 General information
Note 2 Basis of preparing the
consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets
and advance payments from
customers
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Realized net gain/loss
Note 8 Net financial items
Note 9 Tax
Note 10 Intangible assets
Note 11 Leases
Note 12 Property, plant and
equipment
Note 13 Other non-current
receivables
Note 14 Group structure
Note 15 Inventories
Note 16 Accounts receivable and
other current receivables
Note 17 Cash and cash equivalents
Note 18 Share capital
Note 19 Earnings per share
Note 20 Borrowings
Note 21 Reconciliation of cash
and cash equivalents and
borrowings
Note 22 Financial risk factors
Note 23 Financial instruments
Note 24 Other current liabilities
Note 25 Related parties
Note 26 Events after the balance
sheet date
Goodwill | Norway | Sweden | Finland | Denmark | Total goodwill |
| (Amounts in NOK million) | |||||
| At January 1, 2023 | |||||
Cost | 1,868 | 209 | 611 | 0 | 2,687 |
Accumulated impairment | -199 | 0 | -10 | 0 | -209 |
Net book value | 1,669 | 209 | 601 | 0 | 2,478 |
| Year ended December 31, 2023 | |||||
Opening net book value | 1,669 | 209 | 601 | 0 | 2,478 |
Effect of changes in foreign exchange cost | 0 | 15 | 42 | 0 | 56 |
Closing Net book value | 1,669 | 223 | 642 | 0 | 2,535 |
| At December 31, 2023 | |||||
Cost | 1,868 | 223 | 652 | 0 | 2,744 |
Accumulated impairment | -199 | 0 | -10 | 0 | -209 |
Net book value | 1,669 | 223 | 642 | 0 | 2,535 |
| Year ended December 31, 2024 | |||||
Opening net book value | 1,669 | 223 | 642 | 0 | 2,535 |
Effect of changes in foreign exchange cost | 0 | 4 | 32 | 0 | 35 |
Closing Net book value | 1,669 | 227 | 674 | 0 | 2,570 |
| At December 31, 2024 | |||||
Cost | 1,868 | 227 | 684 | 0 | 2,779 |
Accumulated impairment | -199 | 0 | -10 | 0 | -209 |
Net book value | 1,669 | 227 | 674 | 0 | 2,570 |
Useful life | Indefinite | Indefinite | Indefinite | Indefinite | |
| Not | Not | Not | Not | ||
| Amortization method | amortized | amortized | amortized | amortized |
PAGE 92 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Consolidated financial
statements
Consolidated statement of profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of financial
position
Consolidated statement of changes in
equity
Consolidated statement of cash flows
Notes
Note 1 General information
Note 2 Basis of preparing the
consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets
and advance payments from
customers
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Realized net gain/loss
Note 8 Net financial items
Note 9 Tax
Note 10 Intangible assets
Note 11 Leases
Note 12 Property, plant and
equipment
Note 13 Other non-current
receivables
Note 14 Group structure
Note 15 Inventories
Note 16 Accounts receivable and
other current receivables
Note 17 Cash and cash equivalents
Note 18 Share capital
Note 19 Earnings per share
Note 20 Borrowings
Note 21 Reconciliation of cash
and cash equivalents and
borrowings
Note 22 Financial risk factors
Note 23 Financial instruments
Note 24 Other current liabilities
Note 25 Related parties
Note 26 Events after the balance
sheet date
| Internally | Total other | ||||
| Customer | developed | intangible | |||
| Other intangible assets | relations | Trademark | software 1 | Other | assets |
| (Amounts in NOK million) | |||||
| At January 1, 2023 | |||||
Cost | 68 | 267 | 447 | 4 | 785 |
Accumulated amortization and impairment | -44 | -266 | -363 | -4 | -676 |
Net book value | 25 | 1 | 84 | 0 | 109 |
| Year ended December 31, 2023 | |||||
Opening net book value | 25 | 1 | 84 | 0 | 109 |
Effect of changes in foreign exchange cost | 3 | 0 | 32 | 0 | 36 |
Effect of changes in foreign exchange accumulated depreciation | -2 | 0 | -27 | 0 | -29 |
Additions | 0 | 0 | 39 | 0 | 39 |
Amortization charge | -11 | 0 | -52 | 0 | -62 |
Closing Net book value | 15 | 1 | 77 | 0 | 93 |
| At December 31, 2023 | |||||
Cost | 72 | 267 | 519 | 0 | 857 |
Accumulated amortization and impairment | -56 | -266 | -442 | 0 | -764 |
Net book value | 15 | 1 | 77 | 0 | 93 |
| Year ended December 31, 2024 | |||||
Opening net book value | 15 | 1 | 77 | 0 | 93 |
Effect of changes in foreign exchange cost | 2 | 0 | 9 | 0 | 11 |
Effect of changes in foreign exchange accumulated depreciation | -2 | 0 | -8 | 0 | -9 |
Additions | 0 | 0 | 63 | 0 | 63 |
Amortization charge | -9 | 0 | -58 | 0 | -67 |
Closing Net book value | 7 | 1 | 83 | 0 | 91 |
| At December 31, 2024 | |||||
Cost | 74 | 267 | 590 | 0 | 931 |
Accumulated amortization and impairment | -67 | -266 | -507 | 0 | -840 |
Net book value | 7 | 1 | 83 | 0 | 91 |
Useful life | 3–7 years | 10 years | 3 years | 1–10 years | |
Amortization method | Straight-line | Straight-line | Straight-line | Straight-line |
PAGE 93 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Consolidated financial
statements
Consolidated statement of profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of financial
position
Consolidated statement of changes in
equity
Consolidated statement of cash flows
Notes
Note 1 General information
Note 2 Basis of preparing the
consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets
and advance payments from
customers
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Realized net gain/loss
Note 8 Net financial items
Note 9 Tax
Note 10 Intangible assets
Note 11 Leases
Note 12 Property, plant and
equipment
Note 13 Other non-current
receivables
Note 14 Group structure
Note 15 Inventories
Note 16 Accounts receivable and
other current receivables
Note 17 Cash and cash equivalents
Note 18 Share capital
Note 19 Earnings per share
Note 20 Borrowings
Note 21 Reconciliation of cash
and cash equivalents and
borrowings
Note 22 Financial risk factors
Note 23 Financial instruments
Note 24 Other current liabilities
Note 25 Related parties
Note 26 Events after the balance
sheet date
PAGE 94 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Consolidated financial
statements
Consolidated statement of profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of financial
position
Consolidated statement of changes in
equity
Consolidated statement of cash flows
Notes
Note 1 General information
Note 2 Basis of preparing the
consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets
and advance payments from
customers
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Realized net gain/loss
Note 8 Net financial items
Note 9 Tax
Note 10 Intangible assets
Note 11 Leases
Note 12 Property, plant and
equipment
Note 13 Other non-current
receivables
Note 14 Group structure
Note 15 Inventories
Note 16 Accounts receivable and
other current receivables
Note 17 Cash and cash equivalents
Note 18 Share capital
Note 19 Earnings per share
Note 20 Borrowings
Note 21 Reconciliation of cash
and cash equivalents and
borrowings
Note 22 Financial risk factors
Note 23 Financial instruments
Note 24 Other current liabilities
Note 25 Related parties
Note 26 Events after the balance
sheet date
WACC | 2024 | 2023 |
Norway | 6.5% | 7.4% |
Sweden | 6.5% | 7.4% |
Finland | 6.9% | 7.8% |
Denmark | 6.5% | 7.4% |
PAGE 95 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Consolidated financial
statements
Consolidated statement of profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of financial
position
Consolidated statement of changes in
equity
Consolidated statement of cash flows
Notes
Note 1 General information
Note 2 Basis of preparing the
consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets
and advance payments from
customers
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Realized net gain/loss
Note 8 Net financial items
Note 9 Tax
Note 10 Intangible assets
Note 11 Leases
Note 12 Property, plant and
equipment
Note 13 Other non-current
receivables
Note 14 Group structure
Note 15 Inventories
Note 16 Accounts receivable and
other current receivables
Note 17 Cash and cash equivalents
Note 18 Share capital
Note 19 Earnings per share
Note 20 Borrowings
Note 21 Reconciliation of cash
and cash equivalents and
borrowings
Note 22 Financial risk factors
Note 23 Financial instruments
Note 24 Other current liabilities
Note 25 Related parties
Note 26 Events after the balance
sheet date
PAGE 96 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Consolidated financial
statements
Consolidated statement of profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of financial
position
Consolidated statement of changes in
equity
Consolidated statement of cash flows
Notes
Note 1 General information
Note 2 Basis of preparing the
consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets
and advance payments from
customers
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Realized net gain/loss
Note 8 Net financial items
Note 9 Tax
Note 10 Intangible assets
Note 11 Leases
Note 12 Property, plant and
equipment
Note 13 Other non-current
receivables
Note 14 Group structure
Note 15 Inventories
Note 16 Accounts receivable and
other current receivables
Note 17 Cash and cash equivalents
Note 18 Share capital
Note 19 Earnings per share
Note 20 Borrowings
Note 21 Reconciliation of cash
and cash equivalents and
borrowings
Note 22 Financial risk factors
Note 23 Financial instruments
Note 24 Other current liabilities
Note 25 Related parties
Note 26 Events after the balance
sheet date
Commitments in relation to leases are payable as follows: | 2024 | 2023 |
| (Amounts in NOK million at December 31) | ||
Less than 1 year | 1,182 | 1,145 |
1–2 years | 1,074 | 1,014 |
2–3 years | 956 | 871 |
3–4 years | 785 | 763 |
4–5 years | 639 | 608 |
More than 5 years | 1,229 | 1,374 |
Minimum lease payments | 5,866 | 5,775 |
Future finance charges | -816 | -837 |
Recognized as a liability | 5,050 | 4,938 |
The present value of lease liabilities are as follows: | 2024 | 2023 |
| (Amounts in NOK million at December 31) | ||
Less than 1 year | 959 | 929 |
1–2 years | 894 | 849 |
2–3 years | 822 | 747 |
3–4 years | 688 | 674 |
4–5 years | 572 | 549 |
More than 5 years | 1,115 | 1,190 |
Present value of lease payments | 5,050 | 4,938 |
Cash flows from lease agreements | 2024 | 2023 |
Property lease agreements | 1,220 | 1,178 |
Short-term lease agreements and leases of assets of low value | 16 | 20 |
Total cash flows from lease agreements | 1,236 | 1,198 |
| Lease liability | |
| (Amounts in NOK million) | |
At December 31, 2022 | 4,535 |
| Year ended December 31, 2023 | |
Effect of changes in foreign exchange | 181 |
Additions new lease | 219 |
Effects from exercise of extension options | 699 |
Modification of contractual lease terms | -11 |
Amortizations | -1,177 |
Interest expense on lease liabilites | 224 |
Disposals sold clubs | -44 |
CPI index adjustments | 312 |
Closing Net book value December 31, 2023 | 4,938 |
At December 31, 2023 | 4,938 |
| Year ended December 31, 2024 | |
Effect of changes in foreign exchange | 84 |
Additions new lease | 113 |
Effects from exercise of extension options | 746 |
Modification of contractual lease terms | -2 |
Amortizations | -1,213 |
Interest expense on lease liabilites | 246 |
Disposals sold clubs | -2 |
CPI index adjustments | 140 |
Closing Net book value December 31, 2024 | 5,050 |
PAGE 97 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Consolidated financial
statements
Consolidated statement of profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of financial
position
Consolidated statement of changes in
equity
Consolidated statement of cash flows
Notes
Note 1 General information
Note 2 Basis of preparing the
consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets
and advance payments from
customers
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Realized net gain/loss
Note 8 Net financial items
Note 9 Tax
Note 10 Intangible assets
Note 11 Leases
Note 12 Property, plant and
equipment
Note 13 Other non-current
receivables
Note 14 Group structure
Note 15 Inventories
Note 16 Accounts receivable and
other current receivables
Note 17 Cash and cash equivalents
Note 18 Share capital
Note 19 Earnings per share
Note 20 Borrowings
Note 21 Reconciliation of cash
and cash equivalents and
borrowings
Note 22 Financial risk factors
Note 23 Financial instruments
Note 24 Other current liabilities
Note 25 Related parties
Note 26 Events after the balance
sheet date
Lease terms – sensitivity analysis | 2024 | 2023 |
| (Amounts in NOK million at December 31) | ||
Options to extend, not yet committed to | 1,838 | 1,484 |
Leases not yet commenced, to which the lessee is committed | 41 | 94 |
| Premise | Other | Total | |
| RoU assets | rental | leases | RoU assets |
| (Amounts in NOK million) | |||
| At January 1, 2023 | |||
Cost | 10,815 | 87 | 10,903 |
Accumulated depreciation | -6,663 | -78 | -6,741 |
Net book value | 4,152 | 9 | 4,161 |
| Year ended December 31, 2023 | |||
At January 1, 2023 | 4,152 | 9 | 4,161 |
Additions/disposals | 1,175 | 5 | 1,180 |
Effect of changes in foreign exchange cost | 298 | 4 | 302 |
Depreciation charge | -933 | -8 | -940 |
Effect of changes in foreign exchange accumulated depreciation | -129 | -4 | -133 |
Closing Net book value | 4,563 | 7 | 4,570 |
| At December 31, 2023 | |||
Cost | 12,212 | 97 | 12,309 |
Accumulated depreciation | -7,649 | -90 | -7,739 |
Net book value | 4,563 | 7 | 4,570 |
| Year ended December 31, 2024 | |||
At January 1, 2024 | 4,563 | 7 | 4,570 |
Additions/disposals | 989 | 4 | 993 |
Effect of changes in foreign exchange cost | 164 | 3 | 167 |
Depreciation charge | -981 | -4 | -985 |
Effect of changes in foreign exchange accumulated depreciation | -85 | -3 | -88 |
Closing Net book value | 4,650 | 8 | 4,657 |
| At December 31, 2024 | |||
Cost | 13,272 | 99 | 13,371 |
Accumulated depreciation | -8,622 | -91 | -8,714 |
Net book value | 4,650 | 8 | 4,657 |
Useful life | 1–15 years | 1–5 years | |
Depreciation method | Straight-line Straight-line |
Amounts recognized in profit and loss | 2024 | 2023 |
| (Amounts in NOK million) | ||
Depreciation expense on right-of-use assets | -985 | -940 |
Interest expense on lease liabilities | -246 | -224 |
Expense relating to short-term leases and leases of low value | -19 | -17 |
PAGE 98 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Consolidated financial
statements
Consolidated statement of profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of financial
position
Consolidated statement of changes in
equity
Consolidated statement of cash flows
Notes
Note 1 General information
Note 2 Basis of preparing the
consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets
and advance payments from
customers
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Realized net gain/loss
Note 8 Net financial items
Note 9 Tax
Note 10 Intangible assets
Note 11 Leases
Note 12 Property, plant and
equipment
Note 13 Other non-current
receivables
Note 14 Group structure
Note 15 Inventories
Note 16 Accounts receivable and
other current receivables
Note 17 Cash and cash equivalents
Note 18 Share capital
Note 19 Earnings per share
Note 20 Borrowings
Note 21 Reconciliation of cash
and cash equivalents and
borrowings
Note 22 Financial risk factors
Note 23 Financial instruments
Note 24 Other current liabilities
Note 25 Related parties
Note 26 Events after the balance
sheet date
| Leasehold | Fitness | Other equipment, | Total fixed | |
| Property, plant and equipment | improvements 2 | equipment | fixtures and fittings | assets |
| (Amounts in NOK million) | ||||
| At January 1, 2023 | ||||
Cost | 1,431 | 935 | 503 | 2,868 |
Accumulated depreciation and impairment | -1,001 | -702 | -443 | -2,146 |
Net book value | 431 | 233 | 59 | 723 |
| Year ended December 31, 2023 | ||||
Opening net book value | 431 | 233 | 59 | 723 |
Effect of changes in foreign exchange cost | 63 | 34 | 16 | 114 |
| Effect of changes in foreign exchange | -44 | -24 | -14 | -82 |
| accumulated depreciation | ||||
Additions | 49 | 57 | 21 | 127 |
Disposals cost | -42 | -13 | -31 | -86 |
Disposals accumulated depreciation | 41 | 12 | 31 | 84 |
Depreciation charge | -88 | -59 | -28 | -175 |
Closing Net book value | 411 | 240 | 54 | 705 |
| At December 31, 2023 | ||||
Cost | 1,502 | 1,013 | 509 | 3,024 |
Accumulated depreciation and impairment | -1,091 | -773 | -455 | -2,319 |
Net book value | 411 | 240 | 54 | 705 |
| Year ended December 31, 2024 | ||||
Opening net book value | 411 | 240 | 54 | 705 |
Effect of changes in foreign exchange cost | 29 | 17 | 8 | 54 |
| Effect of changes in foreign exchange | -22 | -13 | -7 | -41 |
| accumulated depreciation | ||||
Additions | 116 | 81 | 27 | 224 |
Disposals cost | -316 | -27 | -73 | -416 |
Disposals accumulated depreciation | 314 | 27 | 73 | 413 |
Depreciation charge 1 | -85 | -36 | -26 | -146 |
Closing Net book value | 447 | 289 | 56 | 792 |
| At December 31, 2024 | ||||
Cost | 1,331 | 1,085 | 470 | 2,886 |
Accumulated depreciation and impairment | -885 | -796 | -414 | -2,094 |
Net book value | 447 | 289 | 56 | 792 |
Useful life | 10 years 2 | 7 – 12 years | 3 – 7 years | |
Depreciation method | Straight-line | Straight-line | Straight-line |
PAGE 99 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Consolidated financial
statements
Consolidated statement of profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of financial
position
Consolidated statement of changes in
equity
Consolidated statement of cash flows
Notes
Note 1 General information
Note 2 Basis of preparing the
consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets
and advance payments from
customers
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Realized net gain/loss
Note 8 Net financial items
Note 9 Tax
Note 10 Intangible assets
Note 11 Leases
Note 12 Property, plant and
equipment
Note 13 Other non-current
receivables
Note 14 Group structure
Note 15 Inventories
Note 16 Accounts receivable and
other current receivables
Note 17 Cash and cash equivalents
Note 18 Share capital
Note 19 Earnings per share
Note 20 Borrowings
Note 21 Reconciliation of cash
and cash equivalents and
borrowings
Note 22 Financial risk factors
Note 23 Financial instruments
Note 24 Other current liabilities
Note 25 Related parties
Note 26 Events after the balance
sheet date
NOTE 13 Other non-current receivables
Other non-current receivables
Other non-current receivables are measured at amortized cost using the effective interest method. Please
see Note 22 Financial risk factors for a description of the Group’s credit risk assessment and Note 25
Related parties for more information about loan to related parties.
2024 | 2023 | |
| (Amounts in NOK million at December 31) | ||
Deposits | 41 | 46 |
Loan to related parties | 15 | 17 |
Total other non-current receivables | 56 | 63 |
| Corporate | Business | Voting | Ownership | ||
| Subsidiaries | ID number | office | Country | percentage | percentage |
SATS Holding AB | 556628-6562 | Stockholm | Sweden | 100% | 100% |
SATS Sports Club Sweden AB | 556563-2527 | Stockholm | Sweden | 100% | 100% |
SATS Finland Oy | 0459885-5 | Helsinki | Finland | 100% | 100% |
Fresh Fitness AS | 995-415-569 | Oslo | Norway | 100% | 100% |
SATS Norway AS | 892-625-522 | Oslo | Norway | 100% | 100% |
SATS Vest AS | 948-942-003 | Oslo | Norway | 100% | 100% |
SATS Danmark A/S | 20-37-05-99 | Copenhagen | Denmark | 100% | 100% |
NOTE 15 Inventories
2024 | 2023 | |
| (Amounts in NOK million at December 31) | ||
Inventories at cost | 56 | 55 |
Impairment | -3 | 0 |
Total inventories | 54 | 55 |
PAGE 100 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Consolidated financial
statements
Consolidated statement of profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of financial
position
Consolidated statement of changes in
equity
Consolidated statement of cash flows
Notes
Note 1 General information
Note 2 Basis of preparing the
consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets
and advance payments from
customers
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Realized net gain/loss
Note 8 Net financial items
Note 9 Tax
Note 10 Intangible assets
Note 11 Leases
Note 12 Property, plant and
equipment
Note 13 Other non-current
receivables
Note 14 Group structure
Note 15 Inventories
Note 16 Accounts receivable and
other current receivables
Note 17 Cash and cash equivalents
Note 18 Share capital
Note 19 Earnings per share
Note 20 Borrowings
Note 21 Reconciliation of cash
and cash equivalents and
borrowings
Note 22 Financial risk factors
Note 23 Financial instruments
Note 24 Other current liabilities
Note 25 Related parties
Note 26 Events after the balance
sheet date
Loss allowance and ageing of accounts receivables | 2024 | 2023 |
| (Amounts in NOK million at December 31) | ||
Accounts receivables | 345 | 318 |
Loss allowance | -186 | -181 |
Total | 159 | 136 |
Age of accounts receivables | 2024 |
Not due | 87 |
30–60 days | 39 |
60–90 days | 11 |
90–120 days | 6 |
120–365 days | 40 |
>365 days | 163 |
Total accounts receivables, gross | 345 |
Total accounts receivables, net | 159 |
Loss allowance at December 31, 2023 | -181 |
Reversals during the year | 1 |
Provisions during the year | -6 |
Loss allowance at December 31, 2024 | -186 |
Other current receivables | 2024 | 2023 |
| (Amounts in NOK million at December 31) | ||
Credit cards | 6 | 7 |
VAT receivables | 28 | 20 |
Prepaid taxes | 30 | 22 |
Other current receivables | 67 | 37 |
Total other current receivables | 131 | 86 |
Prepaid expenses and accrued income | 2024 | 2023 |
| (Amounts in NOK million at December 31) | ||
Prepaid rent | 27 | 26 |
Prepaid property expenses | 27 | 31 |
Prepaid marketing expenses | 8 | 30 |
Contract assets | 104 | 71 |
Other prepaid expenses | 72 | 80 |
Total prepaid expenses and accrued income | 237 | 237 |
PAGE 101 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Consolidated financial
statements
Consolidated statement of profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of financial
position
Consolidated statement of changes in
equity
Consolidated statement of cash flows
Notes
Note 1 General information
Note 2 Basis of preparing the
consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets
and advance payments from
customers
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Realized net gain/loss
Note 8 Net financial items
Note 9 Tax
Note 10 Intangible assets
Note 11 Leases
Note 12 Property, plant and
equipment
Note 13 Other non-current
receivables
Note 14 Group structure
Note 15 Inventories
Note 16 Accounts receivable and
other current receivables
Note 17 Cash and cash equivalents
Note 18 Share capital
Note 19 Earnings per share
Note 20 Borrowings
Note 21 Reconciliation of cash
and cash equivalents and
borrowings
Note 22 Financial risk factors
Note 23 Financial instruments
Note 24 Other current liabilities
Note 25 Related parties
Note 26 Events after the balance
sheet date
2024 | 2023 | |
| (Amounts in NOK million at December 31) | ||
Cash and cash equivalents | 371 | 282 |
| Of which are restricted cash: | ||
Restricted bank deposits for employee tax withholdings | 23 | 23 |
| Number of | Ownership | Voting | |
| Shareholder | ordinary shares | percentage | percentage |
TG Nordic Invest | 46,347,035 | 22.6% | 22.6% |
Salt Value AS | 8,726,865 | 4.3% | 4.3% |
Maaseide Holdco AS | 7,990,976 | 3.9% | 3.9% |
Sats Management Invest AS | 7,591,213 | 3.7% | 3.7% |
J.P. Morgan SE, SE | 5,596,154 | 2.7% | 2.7% |
Verdipapirfondet KLP AksjeNorge | 5,257,569 | 2.6% | 2.6% |
VPF DNB AM Norske Aksjer | 5,193,380 | 2.5% | 2.5% |
J.P. Morgan SE, FIN | 5,193,380 | 2.5% | 2.5% |
Funkybiz AS | 5,000,000 | 2.4% | 2.4% |
The Bank of New York Mellon SA/NV, UK | 4,096,066 | 2.0% | 2.0% |
Vevlen Gård AS | 3,900,000 | 1.9% | 1.9% |
Morgan Stanley & Co. Int. Plc. | 3,562,534 | 1.7% | 1.7% |
The Bank of New York Mellon SA/NV, IE | 3,088,000 | 1.5% | 1.5% |
Skandinaviska Enskilda Banken AB | 2,949,885 | 1.4% | 1.4% |
UBS AG | 2,890,702 | 1.4% | 1.4% |
J.P. Morgan SE, LU | 2,772,305 | 1.4% | 1.4% |
N.A. Citibank | 2,734,868 | 1.3% | 1.3% |
VPF Sparebank 1 Norge Verdi | 2,712,627 | 1.3% | 1.3% |
Sole Active AS | 2,246,057 | 1.1% | 1.1% |
Verdipapirfondet DNB SMB | 2,043,456 | 1.0% | 1.0% |
Other | 74,801,516 | 36.5% | 36.5% |
Total | 204,694,588 | 100.0% | 100.0% |
| Ownership percentage | |
Executive management including CEO | 8.4% |
PAGE 102 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Consolidated financial
statements
Consolidated statement of profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of financial
position
Consolidated statement of changes in
equity
Consolidated statement of cash flows
Notes
Note 1 General information
Note 2 Basis of preparing the
consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets
and advance payments from
customers
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Realized net gain/loss
Note 8 Net financial items
Note 9 Tax
Note 10 Intangible assets
Note 11 Leases
Note 12 Property, plant and
equipment
Note 13 Other non-current
receivables
Note 14 Group structure
Note 15 Inventories
Note 16 Accounts receivable and
other current receivables
Note 17 Cash and cash equivalents
Note 18 Share capital
Note 19 Earnings per share
Note 20 Borrowings
Note 21 Reconciliation of cash
and cash equivalents and
borrowings
Note 22 Financial risk factors
Note 23 Financial instruments
Note 24 Other current liabilities
Note 25 Related parties
Note 26 Events after the balance
sheet date
NOTE 19 Earnings per share
The company’s share capital is NOK 434,975,999.50, comprising in total 204,694,588 shares, each with a
nominal value of NOK 2.125. The denominator for 2024 is calculated as a weighted average.
The Share Investment Program implies that the company on the balance sheet date of December 31, 2024,
will deliver 181,982 matching shares to employees in 2025, 723,344 shares in 2026 and 124,072 shares in
2027. The denominator for diluted earnings per share has therefore been adjusted as a weighted average
for 2024. Allocation of matching shares is further contingent upon the company’s performance over time.
Basic earnings per share | 2024 | 2023 |
| (Amounts in NOK) | ||
From continuing operations attributable to the ordinary equity | 1.59 | 1.10 |
Total basic earnings per share attributable to the ordinary equity | 1.59 | 1.10 |
Weighted number of outstanding shares | 204,426,382 | 203,103,000 |
Diluted earnings per share | 2024 | 2023 |
| (Amounts in NOK per share) | ||
From continuing operations attributable to the ordinary equity | 1.59 | 1.10 |
Total diluted earnings per share attributable to the ordinary equity | 1.59 | 1.10 |
Weighted number of outstanding shares | 205,458,913 | 204,069,165 |
Reconciliation of earnings used in calculating earnings per share | 2024 | 2023 |
| (Amounts in NOK million) | ||
| Basic earnings per share | ||
Profit attributable to equity holders of the Group | 326 | 224 |
| Profit attributable to the ordinary equity used in calculating basic | ||
earnings per share | 326 | 224 |
| Diluted earnings per share | ||
Profit used in calculating diluted earnings per share | 326 | 224 |
| Profit attributable to the ordinary equity used in calculating | ||
diluted earnings per share | 326 | 224 |
PAGE 103 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Consolidated financial
statements
Consolidated statement of profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of financial
position
Consolidated statement of changes in
equity
Consolidated statement of cash flows
Notes
Note 1 General information
Note 2 Basis of preparing the
consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets
and advance payments from
customers
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Realized net gain/loss
Note 8 Net financial items
Note 9 Tax
Note 10 Intangible assets
Note 11 Leases
Note 12 Property, plant and
equipment
Note 13 Other non-current
receivables
Note 14 Group structure
Note 15 Inventories
Note 16 Accounts receivable and
other current receivables
Note 17 Cash and cash equivalents
Note 18 Share capital
Note 19 Earnings per share
Note 20 Borrowings
Note 21 Reconciliation of cash
and cash equivalents and
borrowings
Note 22 Financial risk factors
Note 23 Financial instruments
Note 24 Other current liabilities
Note 25 Related parties
Note 26 Events after the balance
sheet date
NOTE 20 Borrowings
Overview of interest-bearing liabilities | 2024 | 2023 |
| (Amounts in NOK million at December 31) | ||
| Current | ||
Accrued interest cost | 12 | 17 |
Leases | 959 | 929 |
Total current interest-bearing liabilities | 971 | 946 |
| Non-current | ||
Bank borrowings | 1,440 | 1,721 |
Leases | 4,090 | 4,009 |
Total non-current interest-bearing liabilities | 5,530 | 5,730 |
Total interest-bearing liabilities | 6,501 | 6,676 |
The fair value of the interest-bearing liabilities is considered to be equal to the book value according to
the amortized cost as shown above. The Group has bank facilities in NOK, SEK, EUR and DKK. As at the
balance sheet date of December 31, 2024, the bank facility in SEK amounts to 550 million, in EUR to 7
million, and in DKK to 450 million, which corresponds to NOK 566 million, NOK 86 million and NOK 712
million, respectively. All the bank facilities have floating interest rates.
Long-term loan facility agreement
In July 2024, the company signed a new unsecured revolving credit facility (RCF) agreement, consisting of
a multicurrency RCF with a maximum principal amount of NOK 2,500 million. As at the balance sheet date
of December 31, 2024, the remaining undrawn amount amounted up to approximately NOK 931 million.
Interests on borrowings under the new facility will be paid at an annual interest rate equal to the applicable
IBOR plus a margin reliant on the leverage ratio of the Group.
The facility will mature in full in July 2027, with options for extension for up to two one-year terms. No
installment payments are due before this time. Interest payable will depend on the principal amount of the
facility at any given time. However, based on the current draw-down, IBOR and margin, the interest payment
for the next twelve months is expected to be at NOK 61 million before any gains or losses from the swap.
Payment profile for the Group’s borrowings
The following table shows the undiscounted payment profile of the Group’s borrowings, based on the
remaining loan period at the balance sheet date:
Borrowing facilities | Total |
| (Amounts in NOK million) | |
Less than 1 year | 61 |
1–2 years | 61 |
2–3 years | 1,485 |
3–5 years | 0 |
More than 5 years | 0 |
Payment profile for borrowings | 1,607 |
Financial borrowing facility covenants
The loan facility agreement includes a financial covenant requiring the leverage ratio, Net Debt to EBITDA
before IFRS 16, not to exceed 3.5x. The facility agreement does not contain any restrictions on dividend
payments.
Compliance with financial borrowing covenants
SATS ASA executes the financing functions within the Group, holds the long-term financing agreement
with the Group’s long-term lenders, and provides long-term financing to other Group entities. SATS ASA has
complied with the financial covenants related to its borrowing facility throughout 2023 and 2024.
PAGE 104 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Consolidated financial
statements
Consolidated statement of profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of financial
position
Consolidated statement of changes in
equity
Consolidated statement of cash flows
Notes
Note 1 General information
Note 2 Basis of preparing the
consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets
and advance payments from
customers
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Realized net gain/loss
Note 8 Net financial items
Note 9 Tax
Note 10 Intangible assets
Note 11 Leases
Note 12 Property, plant and
equipment
Note 13 Other non-current
receivables
Note 14 Group structure
Note 15 Inventories
Note 16 Accounts receivable and
other current receivables
Note 17 Cash and cash equivalents
Note 18 Share capital
Note 19 Earnings per share
Note 20 Borrowings
Note 21 Reconciliation of cash
and cash equivalents and
borrowings
Note 22 Financial risk factors
Note 23 Financial instruments
Note 24 Other current liabilities
Note 25 Related parties
Note 26 Events after the balance
sheet date
NOTE 21 Reconciliation of cash and cash equivalents and
borrowings
| Cash and cash | ||||
| Liabilities arising from financing activities | equivalents | Borrowings | Leases | Total |
| (Amounts in NOK million) | ||||
Net debt January 1, 2023 | -345 | 1,989 | 4,535 | 6,178 |
| Cash flows | ||||
Net cash flow from operations | -1,758 | 0 | 0 | -1,758 |
Net cash flow from investing | 172 | 0 | 0 | 172 |
Net cash flow from financing | 1,587 | 0 | 0 | 1,587 |
Repayments of borrowings | 0 | -288 | 0 | -288 |
Installments on lease liabilities | 0 | 0 | -947 | -947 |
Interest on lease liabilities | 0 | 0 | -224 | -224 |
| Non-cash changes | ||||
Net additions – leases | 0 | 0 | 1,393 | 1,393 |
Depreciation bank costs | 0 | 3 | 0 | 3 |
Foreign exchange rate changes | 63 | 36 | 180 | 279 |
Other changes | 0 | -2 | 0 | -2 |
Net debt December 31, 2023 | -282 | 1,738 | 4,938 | 6,394 |
| Cash flows | ||||
Net cash flow from operations | -1,953 | 0 | 0 | -1,953 |
Net cash flow from investing | 282 | 0 | 0 | 282 |
Net cash flow from financing | 1,580 | 0 | 0 | 1,580 |
Repayments of borrowings | 0 | -435 | 0 | -435 |
Proceeds from borrowings | 0 | 113 | 0 | 113 |
Paid borrowing expenses | 0 | -11 | 0 | -11 |
Installments on lease liabilities | 0 | 0 | -962 | -962 |
Interest on lease liabilities | 0 | 0 | -246 | -246 |
| Non-cash changes | ||||
Net additions – leases | 0 | 0 | 1,234 | 1,234 |
Depreciation bank costs | 0 | 4 | 0 | 4 |
Foreign exchange rate changes | 2 | 47 | 86 | 135 |
Other changes | 0 | -5 | 0 | -5 |
Net debt December 31, 2024 | -371 | 1,451 | 5,050 | 6,130 |
PAGE 105 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Consolidated financial
statements
Consolidated statement of profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of financial
position
Consolidated statement of changes in
equity
Consolidated statement of cash flows
Notes
Note 1 General information
Note 2 Basis of preparing the
consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets
and advance payments from
customers
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Realized net gain/loss
Note 8 Net financial items
Note 9 Tax
Note 10 Intangible assets
Note 11 Leases
Note 12 Property, plant and
equipment
Note 13 Other non-current
receivables
Note 14 Group structure
Note 15 Inventories
Note 16 Accounts receivable and
other current receivables
Note 17 Cash and cash equivalents
Note 18 Share capital
Note 19 Earnings per share
Note 20 Borrowings
Note 21 Reconciliation of cash
and cash equivalents and
borrowings
Note 22 Financial risk factors
Note 23 Financial instruments
Note 24 Other current liabilities
Note 25 Related parties
Note 26 Events after the balance
sheet date
Assets | Liabilities | |||
Exposure to currency | 2024 | 2023 | 2024 | 2023 |
| (Amounts in million at December 31) | ||||
SEK | -84 | 177 | 550 | 650 |
EUR | 3 | 5 | 7 | 6 |
DKK | 531 | 511 | 450 | 450 |
| Year-end spot rate | ||
2024 | 2023 | |
SEK | 1.029 | 1.013 |
EUR | 11.795 | 11.241 |
DKK | 1.582 | 1.508 |
Exchange rate – sensitivity analysis | 2024 | 2023 |
| (Amounts in NOK million) | ||
SEK/NOK exchange rate – increase 10% 1 | 45 | 51 |
EUR/NOK exchange rate – increase 10% 1 | -4 | -1 |
DKK/NOK exchange rate – increase 10% 1 | 6 | -1 |
Impact on Profit/loss after tax | 46 | 49 |
Impact on profit/loss after tax 2 | ||
Interest rate – sensitivity analysis | 2024 | 2023 |
| (Amounts in NOK million) | ||
Interest rates – increase 100 basis points 1 | -12 | -15 |
Interest rates – decrease 100 basis points 1 | 12 | 15 |
| Notional in | Unrealized gain | |||
| Interest rate swaps | currency million | Maturity | Fixed rate | December 31 |
| (Amounts in NOK million) | ||||
IRS NOK | 694 | 28.10.2026 | 1.751 | 33 |
Fair value of the Group’s interest rate swaps as at December 31, 2024, in NOK million | 33 |
| Underlying | ||||
| quantity in | Unrealized loss | |||
| Commodity contracts | Thousand MWH | Maturity | Fixed price | December 31 |
| (Amounts in NOK million) | ||||
Commodity contracts NOK | 2.0 – 2.2 | 31.12.2026 | 700 | -8 |
Commodity contracts SEK | 1.3 – 1.5 | 31.12.2026 | 485 | -2 |
Fair value of the Group’s commodity contracts as at December 31, 2024, in NOK million | -10 |
PAGE 106 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Consolidated financial
statements
Consolidated statement of profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of financial
position
Consolidated statement of changes in
equity
Consolidated statement of cash flows
Notes
Note 1 General information
Note 2 Basis of preparing the
consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets
and advance payments from
customers
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Realized net gain/loss
Note 8 Net financial items
Note 9 Tax
Note 10 Intangible assets
Note 11 Leases
Note 12 Property, plant and
equipment
Note 13 Other non-current
receivables
Note 14 Group structure
Note 15 Inventories
Note 16 Accounts receivable and
other current receivables
Note 17 Cash and cash equivalents
Note 18 Share capital
Note 19 Earnings per share
Note 20 Borrowings
Note 21 Reconciliation of cash
and cash equivalents and
borrowings
Note 22 Financial risk factors
Note 23 Financial instruments
Note 24 Other current liabilities
Note 25 Related parties
Note 26 Events after the balance
sheet date
| Notional in | Unrealized gain | |||
| Interest rate swaps | currency million | Maturity | Fixed rate | December 31 |
| (Amounts in NOK million) | ||||
IRS NOK | 694 | 28.10.2026 | 1.751 | 36 |
IRS SEK | 200 | 28.10.2024 | 0.430 | 6 |
Fair value of the Group’s interest rate swaps as at December 31, 2023 in NOK million | 43 |
Maturity profile | 1–3 months | 3–12 months | 1–5 years | More than 5 years | Total |
| (Amounts in NOK million) | |||||
Accounts receivables | 136 | 46 | 163 | 0 | 345 |
Other current receivables | 131 | 0 | 0 | 0 | 131 |
Cash and cash equivalents | 371 | 0 | 0 | 0 | 371 |
Financial assets | 639 | 46 | 163 | 0 | 848 |
Borrowings | 0 | 0 | 1,449 | 0 | 1,449 |
Lease liabilities | 306 | 876 | 3,454 | 1,229 | 5,866 |
Trade payables | 178 | 0 | 0 | 0 | 178 |
Other current liabilities | 360 | 0 | 0 | 0 | 360 |
Payment of interest | 15 | 46 | 97 | 0 | 158 |
Financial liabilities | 860 | 922 | 5,000 | 1,229 | 8,012 |
Net financial liabilities | -221 | -877 | -4,837 | -1,229 | -7,164 |
Maturity profile | 1–3 months | 3–12 months | 1–5 years | More than 5 years | Total |
| (Amounts in NOK million) | |||||
Accounts receivables | 121 | 51 | 145 | 0 | 318 |
Other current receivables | 86 | 0 | 0 | 0 | 86 |
Cash and cash equivalents | 282 | 0 | 0 | 0 | 282 |
Financial assets | 489 | 51 | 145 | 0 | 686 |
Borrowings | 0 | 0 | 1,724 | 0 | 1,724 |
Lease liabilities | 297 | 847 | 3,256 | 1,374 | 5,775 |
Trade payables | 130 | 0 | 0 | 0 | 130 |
Other current liabilities | 415 | 0 | 0 | 0 | 415 |
Payment of interest | 30 | 87 | 86 | 0 | 202 |
Financial liabilities | 871 | 934 | 5,066 | 1,374 | 8,245 |
Net financial liabilities | -382 | -883 | -4,920 | -1,374 | -7,560 |
PAGE 107 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Consolidated financial
statements
Consolidated statement of profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of financial
position
Consolidated statement of changes in
equity
Consolidated statement of cash flows
Notes
Note 1 General information
Note 2 Basis of preparing the
consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets
and advance payments from
customers
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Realized net gain/loss
Note 8 Net financial items
Note 9 Tax
Note 10 Intangible assets
Note 11 Leases
Note 12 Property, plant and
equipment
Note 13 Other non-current
receivables
Note 14 Group structure
Note 15 Inventories
Note 16 Accounts receivable and
other current receivables
Note 17 Cash and cash equivalents
Note 18 Share capital
Note 19 Earnings per share
Note 20 Borrowings
Note 21 Reconciliation of cash
and cash equivalents and
borrowings
Note 22 Financial risk factors
Note 23 Financial instruments
Note 24 Other current liabilities
Note 25 Related parties
Note 26 Events after the balance
sheet date
NOTE 23 Financial instruments
The Group has the following derivative financial instruments: | 2024 | 2023 |
| (Amounts in NOK million at December 31) | ||
| Non-current assets | ||
Interest rate swap contracts | 33 | 36 |
Total non-current derivative financial instrument assets | 33 | 36 |
| Current assets | ||
Interest rate swap contracts | 0 | 6 |
Total current derivative financial instrument assets | 0 | 6 |
| Non-current liabilities | ||
Commodity contracts | 4 | 0 |
Total non-current derivative financial instrument liabilities | 4 | 0 |
| Current liabilities | ||
Commodity contracts | 6 | 0 |
Total current derivative financial instrument liabilities | 6 | 0 |
PAGE 108 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Consolidated financial
statements
Consolidated statement of profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of financial
position
Consolidated statement of changes in
equity
Consolidated statement of cash flows
Notes
Note 1 General information
Note 2 Basis of preparing the
consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets
and advance payments from
customers
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Realized net gain/loss
Note 8 Net financial items
Note 9 Tax
Note 10 Intangible assets
Note 11 Leases
Note 12 Property, plant and
equipment
Note 13 Other non-current
receivables
Note 14 Group structure
Note 15 Inventories
Note 16 Accounts receivable and
other current receivables
Note 17 Cash and cash equivalents
Note 18 Share capital
Note 19 Earnings per share
Note 20 Borrowings
Note 21 Reconciliation of cash
and cash equivalents and
borrowings
Note 22 Financial risk factors
Note 23 Financial instruments
Note 24 Other current liabilities
Note 25 Related parties
Note 26 Events after the balance
sheet date
| Assets measured at | Fair value through | ||
| Assets | amortized cost | profit and loss | Total |
| (Amounts in NOK million) | |||
Other non-current receivables | 56 | 0 | 56 |
Accounts receivable | 159 | 0 | 159 |
Other current receivables | 131 | 0 | 131 |
Derivatives | 0 | 33 | 33 |
Cash and cash equivalents | 371 | 0 | 371 |
Total financial assets | 718 | 33 | 750 |
| Liabilities measured | Fair value through | ||
| Liabilities | at amortized cost | profit and loss | Total |
| (Amounts in NOK million) | |||
Borrowings | 1,451 | 0 | 1,451 |
Leases | 5,050 | 0 | 5,050 |
Trade and other payables | 178 | 0 | 178 |
Derivatives | 0 | 10 | 10 |
Other current liabilities | 360 | 0 | 360 |
Total financial liabilities | 7,039 | 10 | 7,050 |
| Assets measured at | Fair value through | ||
| Assets | amortized cost | profit and loss | Total |
| (Amounts in NOK million) | |||
Other non-current receivables | 63 | 0 | 63 |
Accounts receivable | 136 | 0 | 136 |
Other current receivables | 86 | 0 | 86 |
Derivatives | 0 | 43 | 43 |
Cash and cash equivalents | 282 | 0 | 282 |
Total financial assets | 567 | 43 | 610 |
| Liabilities measured | Fair value through | ||
| Liabilities | at amortized cost | profit and loss | Total |
| (Amounts in NOK million) | |||
Borrowings | 1,738 | 0 | 1,738 |
Leases | 4,938 | 0 | 4,938 |
Trade and other payables | 130 | 0 | 130 |
Other current liabilities | 415 | 0 | 415 |
Total financial liabilities | 7,220 | 0 | 7,220 |
NOTE 24 Other current liabilities
Contract liabilities
A large portion of the Group’s customers pay the monthly membership subscription fee in advance. These
prepayments are recognized as non-financial debt and will be settled in the Group’s revenue.
2024 | 2023 | |
| (Amounts in NOK million at December 31) | ||
Contract liabilities | 653 | 548 |
Total deferred revenue | 653 | 548 |
Trade payables
These amounts represent liabilities for goods and services provided to the Group prior to the end of
the financial year that are unpaid. The amounts are unsecured and are usually paid within 30 days of
recognition. Trade and other payables are presented as current liabilities unless payment is not due within
twelve months after the reporting period. They are recognized initially at their fair value and subsequently
measured at amortized cost using the effective interest method.
Other current liabilities by nature | 2024 | 2023 |
| (Amounts in NOK million at December 31) | ||
Accrued employee benefit expenses | 93 | 85 |
Accrued vacation pay | 98 | 91 |
Accrued rent | 1 | 18 |
Accrued rent discounts | 40 | 40 |
Customer liabilities | 27 | 51 |
Other current liabilities | 101 | 129 |
Total other current liabilities | 360 | 415 |
PAGE 109 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Consolidated financial
statements
Consolidated statement of profit or loss
Consolidated statement of
comprehensive income
Consolidated statement of financial
position
Consolidated statement of changes in
equity
Consolidated statement of cash flows
Notes
Note 1 General information
Note 2 Basis of preparing the
consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets
and advance payments from
customers
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Realized net gain/loss
Note 8 Net financial items
Note 9 Tax
Note 10 Intangible assets
Note 11 Leases
Note 12 Property, plant and
equipment
Note 13 Other non-current
receivables
Note 14 Group structure
Note 15 Inventories
Note 16 Accounts receivable and
other current receivables
Note 17 Cash and cash equivalents
Note 18 Share capital
Note 19 Earnings per share
Note 20 Borrowings
Note 21 Reconciliation of cash
and cash equivalents and
borrowings
Note 22 Financial risk factors
Note 23 Financial instruments
Note 24 Other current liabilities
Note 25 Related parties
Note 26 Events after the balance
sheet date
NOTE 25 Related parties
Balance sheet items
Related party | Relationship | Type of services | 2024 | 2023 |
| (Amounts in NOK million) | ||||
Key employees | Employees | Loan | 15 | 17 |
Total related party profit or loss items | 15 | 17 |
All transactions with related parties are priced at market terms, and there are no special conditions
attached to them. Transactions with subsidiaries have been eliminated in consolidated statements and do
not represent transactions with related parties.
In 2024, a total of NOK 0.3 million in loans (NOK 6.5 million in 2023) was issued to key employees
participating in a partly debt-financed share investment program. During 2024, NOK 3 million of loans
were repaid. The terms are regulated according to the arm’s length principle. Please see Note 5 Personnel
expenses for additional information.
NOTE 26 Events after the balance sheet date
On February 11, 2025, the Board of Directors of SATS ASA resolved to initiate a share buyback program
with a maximum consideration of NOK 100 million. The buyback program was commenced on February
17, 2025, and will not end later than April 25, 2025.
Additionally, the Board of Directors has approved a new investment program aimed aligning the interests
of the participants with those of the Company’s shareholders. A total of 223 participants in the Share
Investment Program have applied for and been allocated 2,094,198 shares in the Company.
The Board of Directors is not aware of any events that occurred after the balance sheet date, or any new
information regarding existing matters, that could have a material effect on the 2024 consolidated financial
statements.
PAGE 110 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Financial statements
parent company
Statement of profit or loss
Statement of financial position
Statement of cash flows
Notes
Note 1 General information
Note 2 Accounting principles
Note 3 Other operating expenses
Note 4 Net financial items
Note 5 Shares in subsidiaries
Note 6 Related parties
Note 7 Cash and cash equivalents
Note 8 Share capital
Note 9 Borrowings
Note 10 Tax
Note 11 New IFRS standards
Note 12 Events after the balance
sheet date
Note 13 Financial risk factors
Financial statements
parent company
PAGE 111 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Financial statements
parent company
Statement of profit or loss
Statement of financial position
Statement of cash flows
Notes
Note 1 General information
Note 2 Accounting principles
Note 3 Other operating expenses
Note 4 Net financial items
Note 5 Shares in subsidiaries
Note 6 Related parties
Note 7 Cash and cash equivalents
Note 8 Share capital
Note 9 Borrowings
Note 10 Tax
Note 11 New IFRS standards
Note 12 Events after the balance
sheet date
Note 13 Financial risk factors
Statement of profit or loss
Notes
2024 2023
(Amounts in NOK million for the period ended December 31)
Other operating expenses
3
-13 -27
Total operating expenses -13 -27
Operating loss -13 -27
Group contributions
6
98 148
Interest income from Group companies
5, 6
145 182
Other interest income 39 51
Other financial income 262 544
Net loss derivatives unrealized
13
-20 -4
Interest expense to Group companies
6
-59 -62
Other interest expense
9
-88 -171
Other financial expenses -266 -518
Net financial items
4
112 171
Profit before tax 98 145
Income tax expense
10
-22 -34
Profit for the year 77 111
Allocation of profit for the year
Retained earnings
8
77 111
Total allocation 77 111
Financial statements parent company
PAGE 112 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Financial statements
parent company
Statement of profit or loss
Statement of financial position
Statement of cash flows
Notes
Note 1 General information
Note 2 Accounting principles
Note 3 Other operating expenses
Note 4 Net financial items
Note 5 Shares in subsidiaries
Note 6 Related parties
Note 7 Cash and cash equivalents
Note 8 Share capital
Note 9 Borrowings
Note 10 Tax
Note 11 New IFRS standards
Note 12 Events after the balance
sheet date
Note 13 Financial risk factors
Statement of financial position
Notes
2024 2023
(Amounts in NOK million at December 31)
NON-CURRENT ASSETS
Financial assets
Investments in subsidiaries
5
2,956 2,956
Loans to Group companies
6
1,478 1,491
Derivative financial instruments
13
33 36
Other non-current receivables
6
15 17
Total non-current financial assets 4,482 4,500
Total non-current assets 4,482 4,500
CURRENT ASSETS
Receivables from Group companies
6
99 149
Other receivables 4 9
Derivative financial instruments
13
0 6
Cash and cash equivalents
7
153 136
Total current assets 257 299
Total assets 4,739 4,799
Notes
2024 2023
(Amounts in NOK million at December 31)
EQUITY
Share capital
8
435 435
Share premium
8
3,050 3,050
Treasury shares
8
-19 -24
Retained earnings/accumulated losses
8
-631 -708
Total equity 2,836 2,754
LIABILITIES
Non-current liabilities
Deferred tax liability
10
32 10
Derivative financial instruments
13
4 0
Borrowings
9
1,440 1,721
Total non-current liabilities 1,476 1,731
Current liabilities
Borrowings
9
12 17
Borrowings from Group companies
6
408 295
Derivative financial instruments
13
6 0
Trade and other payables 0 1
Other current liabilities 2 2
Total current liabilities 427 315
Total liabilities 1,903 2,045
Total equity and liabilities 4,739 4,799
Oslo, March 27, 2025
(Signed electronically)
Hugo Lund Maurstad
Chair of the Board
Martin Folke Tivéus
Board Member
Maria Tallaksen
Board Member
Andreas Holm
Board Member
Lisa Åberg
Board Member
Anita Gullstedt
Board Member,
Employee Representative
Carl Thorsson
Board Member,
Employee Representative
Sondre Gravir
CEO
PAGE 113 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Financial statements
parent company
Statement of profit or loss
Statement of financial position
Statement of cash flows
Notes
Note 1 General information
Note 2 Accounting principles
Note 3 Other operating expenses
Note 4 Net financial items
Note 5 Shares in subsidiaries
Note 6 Related parties
Note 7 Cash and cash equivalents
Note 8 Share capital
Note 9 Borrowings
Note 10 Tax
Note 11 New IFRS standards
Note 12 Events after the balance
sheet date
Note 13 Financial risk factors
Notes
2024 2023
(Amounts in NOK million for the period ended December 31)
Cash flow from operating activities
Profit before tax 98 145
Adjustment for:
Net gain from fair value on derivatives 20 4
Proceeds from interest income -39 -50
Proceeds from other financial income -4 -35
Payments of interest income 88 171
Payments of other financial expense 8 8
Change in intercompany receivables and payables -72 -614
Change in trade payables and other accruals 2 -6
Net cash flow from operations 101 -379
Cash flow from investing
Loan to related parties 0 -6
Proceeds from Group contribution 148 0
Proceeds from loan repayments 45 0
Interest on Group loans 93 98
Proceeds from loan to related parties 3 0
Net cash flow from investing 290 92
Cash flow from financing
Repayments of borrowings
9
-435 -288
Proceeds from borrowings
9
113 0
Interest on borrowings -48 -119
Proceeds from issues of shares 0 8
Purchase of own shares 0 -21
Proceeds from sale of own shares 5 6
Other financial items -10 0
Net cash flow from financing -375 -413
Net increase/decrease in cash and cash equivalents
7
16 -700
Effect of foreign exchange rate changes on cash and cash equivalents 2 -53
Cash and cash equivalents at the beginning of the period 136 888
Cash and cash equivalents at the end of period
7
153 136
Statement of cash flows
PAGE 114 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Note 1 General information 115
Note 2 Accounting principles 115
Note 3 Other operating expenses 116
Note 4 Net financial items 116
Note 5 Shares in subsidiaries 117
Note 6 Related parties 117
Note 7 Cash and cash equivalents 119
Note 8 Share capital 119
Note 9 Borrowings 120
Note 10 Tax 121
Note 11 New IFRS standards 121
Note 12 Events after the balance sheet date 121
Note 13 Financial risk factors 122
NOTES PAGE
PAGE 115 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Financial statements
parent company
Statement of profit or loss
Statement of financial position
Statement of cash flows
Notes
Note 1 General information
Note 2 Accounting principles
Note 3 Other operating expenses
Note 4 Net financial items
Note 5 Shares in subsidiaries
Note 6 Related parties
Note 7 Cash and cash equivalents
Note 8 Share capital
Note 9 Borrowings
Note 10 Tax
Note 11 New IFRS standards
Note 12 Events after the balance
sheet date
Note 13 Financial risk factors
NOTE 1 General information
General information
SATS ASA is registered and domiciled in Norway with its head office at Nydalsveien 28, Oslo, Norway.
The Group’s ownership structure is as follows: 22.6 percent TG Nordic Invest, 4.3 percent Salt Value
AS, 3.9 percent Maaseide Holdco AS, 3.7 percent SATS Management Invest AS and 65.5 percent other
shareholders. The company was incorporated on March 11, 2011.
The Board of Directors approved the financial statements on March 27, 2025.
Financial reporting framework
The financial statements are prepared in accordance with the simplified application of International
Financial Reporting Standards (Norwegian Forenklet IFRS) in accordance with § 3-9 of the Norwegian
Accounting Act and the related directive. The directive refers to the general recognition and measurement
requirements in IFRS as endorsed by the European Union, but with certain exemptions.
The relevant exemption applicable to SATS ASA relates to the recognition of group contributions
(Norwegian konsernbidrag). Group contributions and dividends under simplified IFRS may be recognized
in accordance with Norwegian generally accepted accounting principles for the distributing and receiving
entity. This means that the distributing entity may recognize a liability when the contribution or dividend
is proposed, but before it has been approved. The receiving entity may also recognize the dividend or
contribution receivable before it has been approved.
Disclosure requirements are in accordance with the directive, which refers to disclosure requirements
in accordance with Chapter 7 of the Norwegian Accounting Act and Norwegian generally accepted
accounting principles, with certain differences.
The financial statements are prepared in accordance with the historical cost principle, with the exception
of derivatives, which are measured at fair value.
Preparation of financial statements in accordance with simplified IFRS requires the use of estimates. The
application of the company’s accounting principles also requires management to apply judgement.
Certain new or revised standards, amendments or interpretations of existing standards have been
published. Management has assessed these changes and concluded that they are not relevant for the
business of the company or for the 2024 financial statements. For new standards, please see Note 2 Basis
of preparing the consolidated financial statements in the consolidated financial statements.
The company’s significant accounting policies are disclosed in Note 2 Basis of preparing the consolidated
financial statements and in relevant individual notes in the consolidated financial statements. These
principles have been applied consistently in all periods presented in the financial statements, unless stated
otherwise.
Notes to the financial statements
NOTE 2 Accounting principles
The following description of accounting principles relevant for presentation applies to SATS ASA’s 2024
financial reporting, including comparative figures. The accounting policies for items covered by specific
note disclosures are incorporated in the individual notes.
Functional currency and presentation currency
The financial statements of the company are prepared in NOK, which is the currency of the primary
economic environment in which the company operates.
Transactions, monetary and non-monetary items
In preparing the financial statements, transactions in currencies other than the entity’s functional currency
(foreign currencies) are recognized at the rate of exchange prevailing at the dates of the transactions.
Gains or losses on transactions in foreign currencies and exchange differences on monetary items are
recognized in profit or loss in the period in which they arise.
Subsidiaries
Subsidiaries are entities controlled by the company. The company controls an investee when the company
is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to
affect those returns through its power over the investee. Investment in subsidiaries is measured at historic
cost less any impairment. Acquisition-related costs are generally recognized in profit or loss as incurred.
Statement of cash flows
The Statement of cash flows is presented according to the indirect method. Cash and cash equivalents
include cash, bank deposits and other short-term cash convertible investments.
PAGE 116 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Financial statements
parent company
Statement of profit or loss
Statement of financial position
Statement of cash flows
Notes
Note 1 General information
Note 2 Accounting principles
Note 3 Other operating expenses
Note 4 Net financial items
Note 5 Shares in subsidiaries
Note 6 Related parties
Note 7 Cash and cash equivalents
Note 8 Share capital
Note 9 Borrowings
Note 10 Tax
Note 11 New IFRS standards
Note 12 Events after the balance
sheet date
Note 13 Financial risk factors
NOTE 3 Other operating expenses
2024 2023
(Amounts in NOK million)
Consultant services -10 -24
Other operating expenses -3 -3
Total operating expenses -13 -27
The company has no employees.
The Board of Directors received NOK 2,349 thousand in remuneration in 2024 (NOK 2,077 thousand in
2023). The remuneration to the Board members is included in Other operating expenses.
Auditor's remuneration 2024 2023
(Amounts in NOK thousand)
Expensed auditor incl. VAT:
Statutory audit -3 -2
Other attestation and assurance services
1
-1 -0
Total auditor's remuneration -4 -2
1)
In other attestation and assurance services for the year 2024, the attestation and assurance of the sustainability
report is included with NOK 0.6 million.
NOTE 4 Net financial items
Interest and other financial income 2024 2023
(Amounts in NOK million)
Dividends from subsidiaries and Group contributions 98 148
Interest income from Group companies 145 182
Interest income financial institutions 38 51
Foreign exchange gain 262 544
Other financial income 1 0
Total interest and other financial income 544 925
Interest and other financial expenses 2024 2023
(Amounts in NOK million)
Interest expense to Group companies -59 -62
Interest expense financial institutions -88 -171
Foreign exchange loss -258 -510
Net loss derivatives unrealized -20 -4
Other financial expenses -8 -8
Total interest and other financial expenses -433 -754
Net financial items 112 171
PAGE 117 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Financial statements
parent company
Statement of profit or loss
Statement of financial position
Statement of cash flows
Notes
Note 1 General information
Note 2 Accounting principles
Note 3 Other operating expenses
Note 4 Net financial items
Note 5 Shares in subsidiaries
Note 6 Related parties
Note 7 Cash and cash equivalents
Note 8 Share capital
Note 9 Borrowings
Note 10 Tax
Note 11 New IFRS standards
Note 12 Events after the balance
sheet date
Note 13 Financial risk factors
NOTE 5 Shares in subsidiaries
The table below sets forth SATS ASA’s ownership interest in subsidiaries. The subsidiary is a holding company and owns shares in other
subsidiaries as described in its annual financial statement.
Ownership interests correspond to voting interest if not otherwise stated.
Subsidiaries
Business
office
Ownership
percentage Equity Gain after tax
Carrying
amount 2024
(Amounts in NOK million)
SATS Holding AB Stockholm 100% 1,989 1 2,956
Investment in a subsidiary is carried at cost.
NOTE 6 Related parties
General
The following table presents an overview of transactions with related parties. Remuneration to executive staff and the Board of Directors and
share capital information are presented in Note 5 Personnel expenses and are not included in the following overview:
Balance sheet items
Related party/type Relationship Financial statement line item 2024 2023
(Amounts in NOK thousand at December 31)
Financing through SATS ASA Subsidiaries Loans to Group companies 1,478,357 1,490,999
Group contribution Subsidiaries Receivables from Group companies 98,192 148,296
Cash pool Subsidiaries Borrowings from Group companies -407,631 -291,616
SATS Sports Club Sweden AB Subsidiaries Investment program 720 135
SATS Finland OY Subsidiaries Investment program 334 131
Key employees Employees Loan 14,948 16,936
SATS Norway AS Subsidiaries Other current receivables 86 0
SATS Vest AS Subsidiaries Other current receivables 22 0
Fresh Fitness AS Subsidiaries Other current receivables 36 0
SATS Sports Club Sweden AB Subsidiaries Other current liabilities -149 -1,523
SATS Norway AS Subsidiaries Other current liabilities 0 -926
SATS Vest AS Subsidiaries Other current liabilities 0 -267
Fresh Fitness AS Subsidiaries Other current liabilities 0 -396
Total related party balance sheet items 1,184,915 1,361,769
All transactions with related parties are priced at market terms, and there are no special conditions attached to them. Transactions with
subsidiaries have been eliminated in consolidated statements and do not represent transactions with related parties.
The terms for intercompany loans to subsidiaries are formally regulated by contractual lending agreements. Intercompany loans are accounted
for as financial assets within the scope of IFRS 9 in the parent company’s financial statements.
PAGE 118 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Financial statements
parent company
Statement of profit or loss
Statement of financial position
Statement of cash flows
Notes
Note 1 General information
Note 2 Accounting principles
Note 3 Other operating expenses
Note 4 Net financial items
Note 5 Shares in subsidiaries
Note 6 Related parties
Note 7 Cash and cash equivalents
Note 8 Share capital
Note 9 Borrowings
Note 10 Tax
Note 11 New IFRS standards
Note 12 Events after the balance
sheet date
Note 13 Financial risk factors
Intercompany loans are classified as financial assets at amortized cost since they are held within a
business model with the objective of collecting the contractual cash flows, and the contractual terms give
rise on specified dates to cash flows that are solely payments of principal and interest on the principal
outstanding.
At initial recognition, loans are measured at their fair value, adjusted for directly attributable transaction
costs. Loans are subsequently measured at amortized cost using the effective interest rate method and
are subject to impairment under the general expected credit loss model.
Loans denominated in foreign currencies are translated at the functional currency spot rates at the
reporting date. Currency differences arising on settlement or translation are recognized in profit or loss.
Impairment of intercompany loans
Under the general impairment model, the parent company recognizes an allowance for expected credit
losses for all intercompany loans.
Credit losses are measured based on the difference between all contractual cash flows that are due in
accordance with the contract and all the cash flows expected to be received, discounted at the original
effective interest rate.
At initial recognition intercompany loans are assessed to be performing (stage 1), i.e., the subsidiary has
low risk of default and a strong capacity to meet contractual cash flows. The loss allowance recognized
is based on expected credit losses that result from default events that are possible within the next twelve
months (twelve-month expected credit loss).
The parent company monitors the credit risk associated with intercompany loans to consider if there has
been a significant increase in credit risk since initial recognition. If there has been a significant increase
in credit risk (underperforming loan), the loss allowance recognized is based on expected credit losses
resulting from all possible default events over the remaining life of the loan (lifetime expected credit loss).
The definition of default used in the model is when the counterparty fails to make contractual payments
within 60 days of when they fall due.
To assess whether there is a significant increase in credit risk, management compares the risk of default
occurring on the asset at the reporting date with the risk of default as at the date of initial recognition. The
parent company uses the following indicators in the assessment:
• An actual or expected significant change in the operating results of the subsidiaries since the loan
was first recognized. This includes assessments of whether there are any actual or expected declining
revenue or margins, increasing operating risks, working capital deficiencies, decreasing asset quality or
increased balance sheet leverage that would result in a significant change in the subsidiaries ability to
meet its debt obligations.
• An actual or expected significant adverse change in the regulatory, economic or technological
environment of the subsidiaries.
Macroeconomic information (such as market interest rates or growth rates) is incorporated as part of the
assessment. Regardless of the analysis above, a significant increase in credit risk is presumed if a debtor
is more than 30 days past due in making contractual payment. Loans are written off when there is no
reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan.
No loss allowance on intercompany loans was recognized as per December 31, 2024.
In 2024, a total of NOK 0.3 million in loans (NOK 6.5 million in 2023) was issued to key employees
participating in a partly debt-financed share investment program. During 2024, NOK 3 million of loans
were repaid. The terms are regulated according to the arm’s length principle. Please see Note 5 Personnel
expenses for further information.
PAGE 119 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Financial statements
parent company
Statement of profit or loss
Statement of financial position
Statement of cash flows
Notes
Note 1 General information
Note 2 Accounting principles
Note 3 Other operating expenses
Note 4 Net financial items
Note 5 Shares in subsidiaries
Note 6 Related parties
Note 7 Cash and cash equivalents
Note 8 Share capital
Note 9 Borrowings
Note 10 Tax
Note 11 New IFRS standards
Note 12 Events after the balance
sheet date
Note 13 Financial risk factors
NOTE 7 Cash and cash equivalents
Cash and cash equivalents consist of cash, bank deposits, other short-term cash-convertible investments
with a maturity not exceeding three months, and drawn overdraft facilities. Drawn overdraft facilities are
included in current borrowings in the Statement of financial position.
2024 2023
(Amounts in NOK million at December 31)
Cash and cash equivalents 153 136
The maximum exposure to credit risk at the reporting date is the carrying value of cash and cash
equivalent as disclosed above.
Please see Note 22 Financial risk factors for further information about the Group’s credit risk management.
The company owns the Group’s cash pool and the bank accounts of the Group entities that are part of the
cash pool arrangement.
NOTE 8 Share capital
Ordinary shares are classified as equity. Costs that are directly related the issue of new shares or warrants
are recognized after tax as a reduction of the consideration received directly in equity.
As at December 31, 2024, share capital amounts to NOK 435 million, consisting of 204,694,588 ordinary
shares at a face value of NOK 2.1250 per share. Please see Note 19 Earnings per share in the consolidated
financial statements for additional disclosures.
Overview of the shareholders as at December 31, 2024
Shareholder
Number of
ordinary shares
Ownership
percentage
Voting
percentage
TG Nordic Invest 46,347,035 22.6% 22.6%
Salt Value AS 8,726,865 4.3% 4.3%
Maaseide Holdco AS 7,990,976 3.9% 3.9%
Sats Management Invest AS 7,591,213 3.7% 3.7%
J.P. Morgan SE, SE 5,596,154 2.7% 2.7%
Verdipapirfondet KLP AksjeNorge 5,257,569 2.6% 2.6%
VPF DNB AM Norske Aksjer 5,193,380 2.5% 2.5%
J.P. Morgan SE, FIN 5,193,380 2.5% 2.5%
Funkybiz AS 5,000,000 2.4% 2.4%
The Bank of New York Mellon SA/NV, UK 4,096,066 2.0% 2.0%
Vevlen Gård AS 3,900,000 1.9% 1.9%
Morgan Stanley & Co. Int. Plc. 3,562,534 1.7% 1.7%
The Bank of New York Mellon SA/NV, IE 3,088,000 1.5% 1.5%
Skandinaviska Enskilda Banken AB 2,949,885 1.4% 1.4%
UBS AG 2,890,702 1.4% 1.4%
J.P. Morgan SE, LU 2,772,305 1.4% 1.4%
N.A. Citibank 2,734,868 1.3% 1.3%
VPF Sparebank 1 Norge Verdi 2,712,627 1.3% 1.3%
Sole Active AS 2,246,057 1.1% 1.1%
Verdipapirfondet DNB SMB 2,043,456 1.0% 1.0%
Other 74,801,516 36.5% 36.5%
Total 204,694,588 100.0% 100.0%
All shares have been fully paid and have the same rights.
PAGE 120 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Financial statements
parent company
Statement of profit or loss
Statement of financial position
Statement of cash flows
Notes
Note 1 General information
Note 2 Accounting principles
Note 3 Other operating expenses
Note 4 Net financial items
Note 5 Shares in subsidiaries
Note 6 Related parties
Note 7 Cash and cash equivalents
Note 8 Share capital
Note 9 Borrowings
Note 10 Tax
Note 11 New IFRS standards
Note 12 Events after the balance
sheet date
Note 13 Financial risk factors
Shares in SATS Management Invest held by the Board of Directors and Executive Management:
Ownership
Executive management including CEO 8.4%
Equity
Share
capital
Share
premium
Other paid
in capital
Treasury
shares
Retained
earnings
(acc. losses)
Total
equity
(Amounts in NOK thousand)
Equity January 1, 2024 434,976 3,050,270 6 -23,728 -707,729 2,753,795
Proceeds from sale of treasury shares 4,610 4,610
Investment program 564 198 -147 615
Profit for the year 76,759 76,759
Equity December 31, 2024 434,976 3,050,270 570 -18,920 -631,117 2,835,779
NOTE 9 Borrowings
Borrowings are initially recognized at fair value when cash is received. Transaction costs are deducted from the carrying amount. Borrowings
are classified as current unless the company has the unconditional right to defer repayment for twelve months or more after the reporting date.
2024 2023
Overview of interest-bearing liabilities Current Non-current Current Non-current
(Amounts in NOK million at December 31)
Bank borrowings 0 1,440 0 1,721
Accrued interest cost 12 0 17 0
Total interest-bearing liabilities 12 1,440 17 1,721
Please see Note 20 Borrowings in the consolidated financial statement for further disclosures.
Covenants, payment profile and effective interest rates
As at December 31, 2024, and December 31, 2023, covenant requirements were met. Information about existing financial covenants is disclosed
in Note 20 Borrowings in the consolidated financial statements.
The payment profile of the parent company is equal to the Group’s payment profile disclosed in Note 20 Borrowings to the consolidated financial
statements.
Effective interest rates are disclosed in Note 20 Borrowings in the consolidated financial statements
PAGE 121 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Financial statements
parent company
Statement of profit or loss
Statement of financial position
Statement of cash flows
Notes
Note 1 General information
Note 2 Accounting principles
Note 3 Other operating expenses
Note 4 Net financial items
Note 5 Shares in subsidiaries
Note 6 Related parties
Note 7 Cash and cash equivalents
Note 8 Share capital
Note 9 Borrowings
Note 10 Tax
Note 11 New IFRS standards
Note 12 Events after the balance
sheet date
Note 13 Financial risk factors
NOTE 10 Tax
Income tax presented in the income statement comprises both income tax payable and movements
in deferred taxes. Deferred taxes are calculated using the enacted tax rate applied to the temporary
differences that exist between the carrying amount and the tax base of an asset or liability and unused
tax losses, if any, at the reporting date. Deferred tax assets from unused tax losses are recognized to
the extent that it is probable that the Group can utilize the tax losses against taxable profit in the future.
Deferred tax assets and liabilities are presented net in the statement of financial position.
Tax deductions through contributed group contributions (Norwegian konsernbidrag) and taxes on received
group contributions are recognized as a reduction of the cost of the investment in the subsidiary or
recognized directly in equity and against income tax payable or deferred taxes in the contributing and
receiving entity, as applicable.
Deferred tax assets and liabilities are not discounted but recognized at nominal value.
Tax income expense 2024 2023
(Amounts in NOK million)
Change in deferred tax assets -22 -34
Total tax income expense -22 -34
Reconciliation of the nominal statutory tax rate to the effective tax rate: 2024 2023
Profit/loss before tax 98 145
Expected taxes at nominal tax rate of 22% -22 -32
Reconciling items:
Non-deductible expenses 0 -2
Income tax income expense -22 -34
Effective tax rate 22% 24%
Movement in deferred tax assets and deferred tax liabilities 2024 2023
(Amounts in NOK million at December 31)
Financial instruments -135 -43
Amortized borrowing cost -9 -3
Basis deferred tax liabilities -145 -45
Carrying amount deferred tax asset/tax liabilities -32 -10
Significant estimates
Deferred tax assets from unused tax losses are recognized to the extent that it is probable that Group
can utilize the tax losses against taxable profit in the future. Refer also to Note 9 Tax of the consolidated
financial statements and the Board of Directors’ Report for additional information.
NOTE 11 New IFRS standards
For information on effects from coming IFRS standards and interpretations, please see Note 2 Basis of
preparing the consolidated financial statements in the consolidated financial statements.
NOTE 12 Events after the balance sheet date
On February 11, 2025, the Board of Directors of SATS ASA resolved to initiate a share buyback program
with a maximum consideration of NOK 50 million. The buyback program was commenced on February 12,
2025, and will not end later than April 27, 2025.
Additionally, the Board of Directors has approved a new investment program aimed aligning the interests
of the participants with those of the Company’s shareholders. A total of 223 participants in the Share
Investment Program have applied for and been allocated 2,094,198 shares in the Company.
The Board of Directors is not aware of any events that occurred after the balance sheet date, or any new
information regarding existing matters, that can have a material effect on the 2024 consolidated financial
statements.
PAGE 122 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Financial statements
parent company
Statement of profit or loss
Statement of financial position
Statement of cash flows
Notes
Note 1 General information
Note 2 Accounting principles
Note 3 Other operating expenses
Note 4 Net financial items
Note 5 Shares in subsidiaries
Note 6 Related parties
Note 7 Cash and cash equivalents
Note 8 Share capital
Note 9 Borrowings
Note 10 Tax
Note 11 New IFRS standards
Note 12 Events after the balance
sheet date
Note 13 Financial risk factors
NOTE 13 Financial risk factors
Overview
Through its activities, the Group is exposed to different types of financial risks: market risk, credit risk and
liquidity risk.
The company’s overall risk management plan is to ensure the ongoing liquidity in the Group, defined as
to be able to meet its obligations at any time. The risk management strategy focuses on the uncertainty
inherent in capital markets and intends to minimize potential negative effects on the financial results of the
company by use of both natural hedges and derivatives to economically hedge certain risks. The overall
focus also includes being able to meet the financial covenants related to the Group’s borrowings.
Risk management of the company is maintained by a central finance function in accordance with the
guidelines approved by the Board. The Group’s finance function identifies, measures, mitigates and reports
on financial risks in close cooperation with the various operating units exposed to different types of
financial risks:
Liquidity risk
The company focuses on maintaining a prudent and sufficient liquidity position through an appropriate
financing structure. Management considers the company’s liquidity position to be strong.
Credit Risk
The exposure to credit risk is represented by the carrying amount of each class of financial assets,
primarily intercompany loans to subsidiaries. SATS ASA manages the credit risk by continuously
monitoring forecasted cash balances and actual cash flows in all of its subsidiaries. Non-current
intercompany receivables are related to funding of subsidiaries and have a maturity profile matching the
external debt maturities; see Note 20 Borrowings in the consolidated financial statements for details.
Cash flows and market interest rates
Interest rates on bank deposits and loan assets have a maturity of less than twelve months. The company
does not have significant interest-bearing financial assets, and the company’s cash inflows and outflows
are therefore independent of changes in market interest rates.
Interest rate risk arises when issuing long-term debt. The company has entered into interest rate swaps
related to its borrowings in order to minimize interest rate risk.
Fair value measurement
Fair value of financial instruments that are traded in active markets (such as securities that are available
for sale or held for trading) are based on the observable market price at the reporting date. For financial
assets, the bid price is used. For financial liabilities, the ask price is used. Fair value of interest rate swaps
is calculated as the present value of estimated future cash flows. Fair value of foreign exchange forward
contracts is calculated based on observable market forward rates at the reporting date.
The company’s risk management policies and procedures are reviewed regularly to take into account
changes in the market and both the company’s and the Group’s activities. For a detailed description of
management’s financial risk management policies, please see Note 23 Financial instruments of the
consolidated financial statements.
Derivatives
Derivatives are only used for economic hedging purposes and not as speculative investments. However,
where derivatives do not meet the hedging criteria, they are classified as “held for trading” for accounting
purposes below.
The Group has the following derivative financial instruments:
2024 2023
(Amounts in NOK million at December 31)
Non-current assets
Interest rate swap contracts 33 36
Total non-current derivative financial instrument assets 33 36
Current assets
Interest rate swap contracts 0 6
Total current derivative financial instrument assets 0 6
Non-current liabilities
Commodity contracts 4 0
Total non-current derivative financial instrument liabilities 4 0
Current liabilities
Commodity contracts 6 0
Total current derivative financial instrument liabilities 6 0
Derivatives are recognized at fair value when the company becomes party to the contract and are
subsequently measured at fair value through profit or loss. Fair value gains or losses are presented as fair
value changes of derivatives in the income statements. They are presented as current assets or liabilities
if they are expected to be settled within twelve months after the end of the reporting period. The company
does not apply hedge accounting.
Foreign exchange risk
For risk management purposes, management has identified three types of exchange exposures:
• Effect on covenants from profit after tax in foreign currency;
• Internal loans in foreign currency; and
• Borrowings in foreign currency.
As an international group, SATS is exposed to the risk associated with converting the currency related to
legal entities with a functional currency different from the Group’s presentation currency. Such translation
exposure does not yield an immediate result on the cash flow. It can still affect the Group’s financial
covenants and is therefore closely monitored. Exposure of foreign subsidiaries’ equity is partly hedged
naturally through borrowings in corresponding currency.
The Group’s business model is such that the subsidiaries’ sales and operating expenses are incurred in
local currency, reducing the exposure to foreign exchange rate fluctuations in the profit or loss. The net
of those cash flows is meant to be able to cover the borrowings in local currency, reducing the exposure
related to borrowings in local currency due to changes in the foreign exchange rates.
Please see Note 23 Financial instruments in the consolidated financial statements for additional
disclosures.
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Financial statements
parent company
Statement of profit or loss
Statement of financial position
Statement of cash flows
Notes
Note 1 General information
Note 2 Accounting principles
Note 3 Other operating expenses
Note 4 Net financial items
Note 5 Shares in subsidiaries
Note 6 Related parties
Note 7 Cash and cash equivalents
Note 8 Share capital
Note 9 Borrowings
Note 10 Tax
Note 11 New IFRS standards
Note 12 Events after the balance
sheet date
Note 13 Financial risk factors
We confirm that, to the best of our knowledge, the consolidated financial statements for the year ended
December 31, 2024, have been prepared in accordance with IFRS as adopted by the EU, that the financial
statements for the parent company for the year ended December 31, 2024, have been prepared in accordance
with the Norwegian Accounting Act and simplified IFRS in Norway, that they give a true and fair view of the
company’s and Group’s assets, liabilities, financial position and results of operations, and that the Board of
Directors’ Report gives a true and fair view of the development, performance and financial position of the
company and the Group and includes a description of the principal risks and uncertainties that they face.
Furthermore, we confirm that, where required, the Board of Directors’ Report has been prepared in accordance
with the sustainability reporting established under Section 2-6 of the Norwegian Accounting Act, and in
compliance with the requirements established under the Article 8 No. 4 of the Taxonomy Regulation.
Statement from the Board and the CEO
Oslo, March 27, 2025
(Signed electronically)
Hugo Lund Maurstad
Chair of the Board
Martin Folke Tivéus
Board Member
Maria Tallaksen
Board Member
Andreas Holm
Board Member
Lisa Åberg
Board Member
Anita Gullstedt
Board Member,
Employee Representative
Carl Thorsson
Board Member,
Employee Representative
Sondre Gravir
CEO
PAGE 124 BROWSE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Auditor’s report
Deloitte AS
Dronning Eufemias gate 14
Postboks 221
NO
-0103 Oslo
Norway
+47 23 27 90 00
www.deloitte.no
Deloitte AS and Deloitte Advokatfirma
AS are the Norwegian affiliates of Deloitte NSE LLP, a member firm of Deloitte Touche Tohmatsu Limited, a
UK private company limited by guarantee (“DTTL”). DTTL and each of its member firms are legally separate and independent enti
ties. DTTL and
Deloitte
NSE LLP do not provide services to clients. Please see www.deloitte.com/about to learn more about our global network of member firms.
Deloitte Norway conducts business through two legally separate and independent limited liability companies; Deloitte AS,
providing audit,
consulting, financial advisory and risk management services, and Deloitte Advokatfirma AS, providing tax and legal services.
Registrert i Foretaksregisteret
Medlemmer av Den norske Revisorforening
Organisasjonsnummer: 980 211 282
To the General Meeting of SATS ASA
INDEPENDENT AUDITOR’S REPORT
Report on the Audit of the Financial Statements
Opinion
We have audited the financial statements of SATS ASA, which comprise:
• The financial statements of the parent company SATS ASA (the Company), which comprise the
statement of financial position as at 31 December 2024, statement of profit or loss and statement of
cash flows for the year then ended, and notes to the financial statements, including a summary of
significant accounting policies.
• The consolidated financial statements of SATS ASA and its subsidiaries (the Group), which comprise
the consolidated statement of financial position as at 31 December 2024, consolidated statement of
profit or loss, consolidated statement of comprehensive income, consolidated statement of changes
in equity and consolidated statement of cash flows for the year then ended, and notes to the
consolidated financial statements, including material accounting policy information.
In our opinion
• the financial statements comply with applicable statutory requirements,
• the financial statements give a true and fair view of the financial position of the Company as at 31
December 2024, and its financial performance and its cash flows for the year then ended in
accordance with simplified application of International Accounting Standards according to the
Norwegian Accounting Act section 3-9, and
• the consolidated financial statements give a true and fair view of the financial position of the Group
as at 31 December 2024, and its financial performance and its cash flows for the year then ended in
accordance with IFRS Accounting Standards as adopted by the EU.
Our opinion is consistent with our additional report to the Audit Committee.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities
under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Company and the Group as required by relevant
laws and regulations in Norway and the International Ethics Standards Board for Accountants’ International
Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code),
and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe
that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation
(537/2014) Article 5.1 have been provided.
The company was listed in 2019. We have been the company's elected auditor since before the company
became listed. We have been the company's elected auditor continuously for 5 years since the company
became listed, including the year of listing.
Independent auditor’s report
SATS ASA
2
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the financial statements of 2024. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
Carrying amount of goodwill
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Refer to note 10 in the group financial statements
for descriptions of management’s impairment
testing process and key assumptions. Refer also to
note 4 for a description of related estimates and
assumptions.
As disclosed in note 10 the Group has recognized
goodwill of NOK 2.570 million per 31 December
2024.
Management performed impairment testing of
goodwill allocated to the Cash Generating Units
(‘CGU’s) to determine recoverable amount in
accordance with the requirements of IAS 36
‘Impairment of Assets’ (‘IAS 36’). Management
assessed the recoverable amount of goodwill by
determining the value in use. No impairment was
identified per 31 December 2024.
Estimating value in use requires management to
make significant judgements and estimations.
Management judgements are based on the Group’s
strategic five-year plan, including estimation of
future outcomes and assumptions of cash flows
(for example customer growth and retention,
changes in subscription rates, operating costs etc.),
along with the discount rate to be applied to those
cash flows.
Management’s impairment evaluation is a key audit
matter due to the significance of the carrying
amount of goodwill, and level of management
judgement involved in determining assumptions
used in the evaluation of impairment.
We challenged management’s assumptions used
in its impairment model for assessing the
recoverability of the carrying amount of goodwill.
We focused on the appropriateness of CGU
identification, methodology applied to estimate
recoverable amount, discount rates and
forecasted cash flows. Specifically:
• We obtained a detailed understanding of
management’s process for performing the
CGU impairment assessment. As part of
this we assessed the design and
implementation of the key controls.
• We tested the methodology applied to
estimate recoverable amount as
compared to the requirements of IAS 36;
• We tested the mathematical accuracy of
management’s impairment models;
• We obtained an understanding of and
assessed the basis for the key
assumptions for the Group’s five-year
strategic plan;
• We evaluated and challenged
management’s cash flow forecasting
included in the five-year plan and the
growth rate beyond this period with
reference to the recent and historical
performance of the CGU’s;
• We evaluated management’s sensitivity
analysis;
• We assessed the discount rates applied
by benchmarking against independent
data.
We used Deloitte valuations specialists in our
audit of the carrying value of goodwill.
We considered the appropriateness of the related
disclosures provided in note 10.
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Independent auditor’s report
SATS ASA
3
Other Information
The Board of Directors and the Managing Director (management) are responsible for the information in the
Board of Directors’ report and the other information accompanying the financial statements. The other
information comprises information in the annual report, but does not include the financial statements and
our auditor’s report thereon. Our opinion on the financial statements does not cover the information in the
Board of Directors’ report nor the other information accompanying the financial statements.
In connection with our audit of the financial statements, our responsibility is to read the Board of Directors’
report and the other information accompanying the financial statements. The purpose is to consider if there is
material inconsistency between the Board of Directors’ report and the other information accompanying the
financial statements and the financial statements or our knowledge obtained in the audit, or whether the
Board of Directors’ report and the other information accompanying the financial statements otherwise
appear to be materially misstated. We are required to report if there is a material misstatement in the Board
of Directors’ report or the other information accompanying the financial statements. We have nothing to
report in this regard.
Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report
• is consistent with the financial statements and
• contains the information required by applicable statutory requirements.
Our statement on the Board of Directors’ report applies correspondingly to the statement on Corporate
Governance.
Our statement that the Board of Directors’ report contains the information required by applicable law does
not cover the sustainability report, for which a separate assurance report is issued.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation of financial statements of the Company that give a true and
fair view in accordance with simplified application of International Accounting Standards according to the
Norwegian Accounting Act section 3-9, and for the preparation of the consolidated financial statements of the
Group that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the EU.
Management is responsible for such internal control as management determines is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the Company’s and the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless management either intends to liquidate the Company
or the Group or to cease operations, or has no realistic alternative but to do so.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are
free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements
can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional
scepticism throughout the audit. We also:
• identify and assess the risks of material misstatement of the financial statements, whether due to
fraud or error. We design and perform audit procedures responsive to those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting
Independent auditor’s report
SATS ASA
4
a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may
involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal
control.
• obtain an understanding of internal control relevant to the audit in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s and the Group's internal control.
• evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
• conclude on the appropriateness of management’s use of the going concern basis of accounting,
and, based on the audit evidence obtained, whether a material uncertainty exists related to events or
conditions that may cast significant doubt on the Company’s and the Group's ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw attention in
our auditor’s report to the related disclosures in the financial statements or, if such disclosures are
inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to
the date of our auditor’s report. However, future events or conditions may cause the Company and
the Group to cease to continue as a going concern.
• evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events
in a manner that achieves a true and fair view.
• obtain sufficient appropriate audit evidence regarding the financial information of the entities or
business activities within the Group to express an opinion on the consolidated financial statements.
We are responsible for the direction, supervision and performance of the group audit. We remain
solely responsible for our audit opinion.
We communicate with the Board of Directors regarding, among other matters, the planned scope and timing
of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Board of Directors, we determine those matters that were of most
significance in the audit of the financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not
be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Report on Other Legal and Regulatory Requirements
Report on Compliance with Requirement on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of SATS ASA, we have performed an assurance engagement to
obtain reasonable assurance about whether the financial statements included in the annual report, with the
file name satsasa-2024-12-31-en.zip, have been prepared, in all material respects, in compliance with the
requirements of the Commission Delegated Regulation (EU) 2019/815 on the European Single Electronic
Format (ESEF Regulation) and regulation pursuant to Section 5-5 of the Norwegian Securities Trading Act,
which includes requirements related to the preparation of the annual report in XHTML format and iXBRL
tagging of the consolidated financial statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all material
respects, in compliance with the ESEF regulation.
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Independent auditor’s report
SATS ASA
5
Management’s Responsibilities
Management is responsible for the preparation of the annual report in compliance with the ESEF regulation.
This responsibility comprises an adequate process and such internal control as management determines is
necessary.
Auditor’s Responsibilities
Our responsibility, based on audit evidence obtained, is to express an opinion on whether, in all material
respects, the financial statements included in the annual report have been prepared in compliance with
ESEF. We conduct our work in compliance with the International Standard for Assurance Engagements (ISAE)
3000 – “Assurance engagements other than audits or reviews of historical financial information”. The
standard requires us to plan and perform procedures to obtain reasonable assurance about whether the
financial statements included in the annual report have been prepared in compliance with the ESEF
Regulation.
As part of our work, we have performed procedures to obtain an understanding of the Company’s processes
for preparing the financial statements in compliance with the ESEF Regulation. We examine whether the
financial statements are presented in XHTML-format. We evaluate the completeness and accuracy of the
iXBRL tagging of the consolidated financial statements and assess management’s use of judgement. Our
procedures include reconciliation of the iXBRL tagged data with the audited financial statements in human-
readable format. We believe that the evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Oslo, 27 March 2025
Deloitte AS
Mats Nordal
State Authorised Public Accountant
(electronically signed)
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Sustainability auditor’s limited assurance report
Deloitte AS
Dronning Eufemias gate 14
Postboks 221
NO
-0103 Oslo
Norway
+47 23 27 90 00
www.deloitte.no
Deloitte AS and Deloitte Advokatfirma AS are the Norwegian affiliates of Deloitte NSE LLP, a member firm of Deloitte Touche T
ohmatsu Limited, a
UK private company limited by guarantee (“DTTL”). DTTL and each of its member firms are legally separate and ind
ependent entities. DTTL and
Deloitte NSE LLP do not provide services to clients. Please see www.deloitte.com/about to learn more about our global network
of member firms.
Deloitte Norway conducts business through two legally separate and independent limit
ed liability companies; Deloitte AS, providing audit,
consulting, financial advisory and risk management services, and Deloitte Advokatfirma AS, providing tax and legal services.
Registrert i Foretaksregisteret
Medlemmer av Den norske Revisorforening
Organisasjonsnummer: 980 211 282
To the General Meeting of Sats ASA
INDEPENDENT SUSTAINABILITY AUDITOR'S LIMITED ASSURANCE REPORT
Limited assurance conclusion
We have conducted a limited assurance engagement on the consolidated sustainability statement of Sats
ASA (the “Group”), included in Sustainability Report of the Board of Directors’ report (the “Sustainability
Statement”), as at 31 December 2024 and for the year then ended.
Based on the procedures we have performed and the evidence we have obtained, nothing has come to our
attention that causes us to believe that the Sustainability Statement is not prepared, in all material respects,
in accordance with the Norwegian Accounting Act section 2-3, including:
• compliance with the European Sustainability Reporting Standards (ESRS), including that the process
carried out by the Group to identify the information reported in the Sustainability Statement (the
“Process”) is in accordance with the description set out in "General Information", and
• compliance of the disclosures in "Statement on the EU taxonomy for sustainable economic activities
in 2024" of the Sustainability Statement with Article 8 of EU Regulation 2020/852 (the “Taxonomy
Regulation”).
Basis for conclusion
We conducted our limited assurance engagement in accordance with International Standard on Assurance
Engagements (ISAE) 3000 (Revised), Assurance engagements other than audits or reviews of historical
financial information (“ISAE 3000 (Revised)”), issued by the International Auditing and Assurance Standards
Board.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our
conclusion. Our responsibilities under this standard are further described in the Sustainability auditor’s
responsibilities section of our report.
Our independence and quality management
We have complied with the independence and other ethical requirements as required by relevant laws and
regulations in Norway and the International Code of Ethics for Professional Accountants (including
International Independence Standards) issued by the International Ethics Standards Board for Accountants
(IESBA Code), which is founded on fundamental principles of integrity, objectivity, professional competence
and due care, confidentiality and professional behaviour
The firm applies International Standard on Quality Management 1, which requires the firm to design,
implement and operate a system of quality management including policies or procedures regarding
compliance with ethical requirements, professional standards and applicable legal and regulatory
requirements.
Other matter
The comparative information included in the Sustainability Statement was not subject to an assurance
engagement. Our conclusion is not modified in respect of this matter.
Responsibilities for the Sustainability Statement
The Board of Directors and the Managing Director (management) are responsible for designing and
implementing a process to identify the information reported in the Sustainability Statement in accordance
Independent sustainability auditor's
limited assurance report
Sats ASA
2
with the ESRS and for disclosing this Process in "General Information" of the Sustainability Statement. This
responsibility includes:
• understanding the context in which the Group's activities and business relationships take place and
developing an understanding of its affected stakeholders;
• the identification of the actual and potential impacts (both negative and positive) related to
sustainability matters, as well as risks and opportunities that affect, or could reasonably be expected
to affect, the Group's financial position, financial performance, cash flows, access to finance or cost
of capital over the short-, medium-, or long-term;
• the assessment of the materiality of the identified impacts, risks and opportunities related to
sustainability matters by selecting and applying appropriate thresholds; and
• making assumptions that are reasonable in the circumstances.
Management is further responsible for the preparation of the Sustainability Statement, in accordance with the
Norwegian Accounting Act section 2-3, including:
• compliance with the ESRS, and
• preparing the disclosures in "Statement on the EU taxonomy for sustainable economic activities in
2024" of the Sustainability Statement, in compliance with the Taxonomy Regulation;
• designing, implementing and maintaining such internal control that management determines is
necessary to enable the preparation of the Sustainability Statement that is free from material
misstatement, whether due to fraud or error; and
• the selection and application of appropriate sustainability reporting methods and making
assumptions and estimates that are reasonable in the circumstances.
Inherent limitations in preparing the Sustainability Statement
In reporting forward-looking information in accordance with ESRS, management is required to prepare the
forward-looking information on the basis of disclosed assumptions about events that may occur in the future
and possible future actions by the Group. Actual outcomes are likely to be different since anticipated events
frequently do not occur as expected.
Sustainability auditor’s responsibilities
Our responsibility is to plan and perform the assurance engagement to obtain limited assurance about
whether the Sustainability Statement is free from material misstatement, whether due to fraud or error, and to
issue a limited assurance report that includes our conclusion. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be expected to
influence decisions of users taken on the basis of the Sustainability Statement as a whole.
As part of a limited assurance engagement in accordance with ISAE 3000 (Revised) we exercise professional
judgement and maintain professional scepticism throughout the engagement.
Our responsibilities in respect of the Sustainability Statement, in relation to the Process, include:
• obtaining an understanding of the Process, but not for the purpose of providing a conclusion on the
effectiveness of the Process, including the outcome of the Process;
• considering whether the information identified addresses the applicable disclosure requirements of
the ESRS; and
• designing and performing procedures to evaluate whether the Process is consistent with the Group's
description of its Process set out in "General Information".
Our other responsibilities in respect of the Sustainability Statement include:
• identifying where material misstatements are likely to arise, whether due to fraud or error; and
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Independent sustainability auditor's
limited assurance report
Sats ASA
3
• designing and performing procedures responsive to where material misstatements are likely to arise
in the Sustainability Statement. The risk of not detecting a material misstatement resulting from fraud
is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
Summary of the work performed
A limited assurance engagement involves performing procedures to obtain evidence about the Sustainability
Statement. The procedures in a limited assurance engagement vary in nature and timing from, and are less in
extent than for, a reasonable assurance engagement. Consequently, the level of assurance obtained in a
limited assurance engagement is substantially lower than the assurance that would have been obtained had
a reasonable assurance engagement been performed.
The nature, timing and extent of procedures selected depend on professional judgement, including the
identification of disclosures where material misstatements are likely to arise in the Sustainability Statement,
whether due to fraud or error.
In conducting our limited assurance engagement, with respect to the Process, we:
• obtained an understanding of the Process by:
o performing inquiries to understand the sources of the information used by management
(e.g., stakeholder engagement, business plans and strategy documents); and
o reviewing the selected parts of the Group’s internal documentation of its Process; and
• evaluated whether the evidence obtained from our procedures with respect to the Process
implemented by the Group was consistent with the description of the Process set out in "General
Information".
In conducting our limited assurance engagement, with respect to the Sustainability Statement, we:
• obtained an understanding of the Group's reporting processes relevant to the preparation of its
Sustainability Statement by
o obtaining an understanding of the Group's control environment and selected processes,
control activities and information system relevant to the preparation of the Sustainability
Statement, but not for the purpose of providing a conclusion on the effectiveness of the
Group's internal control
• evaluated whether the information identified by the Process is included in the Sustainability
Statement;
• evaluated whether the structure and the presentation of the Sustainability Statement is in
accordance with the ESRS;
• performed inquires of relevant personnel and analytical procedures on selected information in the
Sustainability Statement;
• where applicable, compared selected disclosures in the Sustainability Statement with the
corresponding disclosures in the financial statements and other sections of the Board of Directors’
report;
• evaluated the selected methods, assumptions and data for developing estimates and forward-
looking information;
• obtained an understanding of the Group's process to identify taxonomy-eligible and taxonomy-
aligned economic activities and the corresponding disclosures in the Sustainability Statement;
• evaluated whether information about the identified taxonomy-eligible and taxonomy-aligned
economic activities is included in the Sustainability Statement, and
• performed inquiries of relevant personnel, analytical procedures and substantive procedures on
selected taxonomy disclosures included in the Sustainability Statement.
Independent sustainability auditor's
limited assurance report
Sats ASA
4
Oslo, 27 March 2025
Deloitte AS
Mats Nordal
State Authorised Public Accountant - Sustainability Auditor
(This document is signed electronically)
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Alternative performance measures
The Group reports its financial results in accordance with accounting principles IFRS as issued by the IASB and as endorsed by the
EU. However, management believes that certain alternative performance measures (APMs) provide management and other users
with additional meaningful financial information that should be considered when assessing the Group’s ongoing performance.
These APMs are non-IFRS financial measures and should not be viewed as a substitute for any IFRS financial measure.
Management, the Board of Directors and the long-term lenders regularly use supplemental APMs to understand, manage and
evaluate the business and its operations. These APMs are among the factors used in planning for and forecasting future periods,
including compliance with financial covenants.
Alternative performance measures reflect adjustments based on the following items:
EBITDA
EBITDA is a measure of earnings before deducting net financial items, taxes, amortization and depreciation charges. The Group
has presented this APM because it considers it to be an important supplemental measure to understand the overall picture of profit
generation in the Group’s operating activities.
EBITDA before impact of IFRS 16
EBITDA before impact of IFRS 16 is a measure of EBITDA adjusted for lease expenses applying IAS 17 Leases, and the Group
has presented this APM because it considers it to be an important supplemental measure to understand the underlying profit
generation in the Group’s operating activities.
EBITDA before impact of IFRS 16 Margin
EBITDA before impact of IFRS 16 divided by total revenue.
EBIT before impact of IFRS 16
EBIT before impact of IFRS 16 is a measure of EBIT adjusted for lease expenses applying IAS 17 Leases, depreciation and
amortization, and the Group has presented this APM because it considers it to be an important supplemental measure to
understand the underlying profit generation in the Group’s operating activities.
EBIT before impact of IFRS 16 margin
EBIT before impact of IFRS 16 divided by total revenue.
Net debt
Current and non-current borrowings for the period (excluding property lease liabilities recognized under IFRS 16) less cash and
cash equivalents for the period. Net debt is a non-IFRS financial measure, which the Group considers to be an APM, and this
measure should not be viewed as a substitute for any IFRS financial measure. The Group has presented this APM since it is a
useful indicator of the Group’s indebtedness, financial flexibility and capital structure. It indicates the level of borrowings after
taking account of cash and cash equivalents within the Group’s business that could be utilized to pay down the outstanding
borrowings. Net debt is also used as part of the assessment of compliance with financial covenants. Please see Note 20
Borrowings for reconciliation to Total interest-bearing liabilities.
Leverage ratio
Net debt divided by EBITDA before impact of IFRS 16 for the past twelve months.
Capital expenditure
Capital expenses (CAPEX) is a measure of total investments in the period both in the operations and in new business either
through business combinations (acquisitions) or through new club openings (greenfields). Capital expenditures consist of both
upgrades and maintenance CAPEX and expansion CAPEX, and the source of CAPEX is the Statement of cash flows.
Upgrades and maintenance CAPEX
Upgrades and maintenance capital expenditures are a measure of investments made in the operations and consist of investments
in tangible and intangible assets, excluding business combinations (acquisitions) and greenfields. The measure is defined as the
sum of purchase of property, plant and equipment from the Statement of cash flows less investments in greenfields. Upgrades and
maintenance CAPEX can be divided into IT CAPEX and Club portfolio CAPEX, where IT CAPEX is investments and development of
common software programs used by the whole Group and Club portfolio CAPEX is physical investments at the clubs.
Expansion CAPEX
Expansion capital expenditures is a measure of business combinations (acquisitions) and investments in greenfields and digital
expansion. The measure is defined as the sum of Acquisition of subsidiary from the Statement of cash flows and investments in
greenfields and digital expansion.
Operating cash flow
Operating cash flow is a measure of how much cash is generated by the operations and used to evaluate SATS’s liquidity. The
definition is EBITDA excluding IFRS 16 less Upgrades and maintenance CAPEX and working capital.
Cash Conversion
Operating cash flow divided by EBITDA before impact of IFRS 16.
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS
Definitions
Term Definition
Average number of members per club Outgoing member base divided by outgoing number of clubs
Average revenue per member (ARPM) Calculated as monthly total revenue divided by the average member base
CAPEX: Expansion capital expenditures The sum of investments related to acquisitions and greenfields, as well as CAPEX related to the perfect club initiative and digital expansion
CAPEX: Maintenance capital expenditures Club maintenance and IT capital expenditures
Cash conversion Operating cash flow divided by EBITDA before impact of IFRS 16
Country EBITDA before impact of IFRS 16 EBITDA before impact of IFRS 16 less allocation of Group overhead and cost allocations
EBITDA Profit/(loss) before net financial items, income tax expense, depreciation and amortization
EBITDA before impact of IFRS 16 EBITDA adjusted for the impact of implementation of the IFRS 16 lease standard
EBIT before impact of IFRS 16 EBIT adjusted for the impact of implementation of the IFRS 16 lease standard
Group overhead Consists of group services such as commercial functions, IT, finance and administration
Leverage ratio Net debt divided by EBITDA before impact of IFRS 16 fot the past twelve months
Member base Number of members, including frozen memberships, excluding free memberships
Operating cash flow EBITDA before impact of IFRS 16 less maintenance capital expenditures and working capital
Other yield Calculated as monthly other revenue in the period, divided by the average member base
Total overhead The sum of country overhead and group overhead
Underlying operating cash flow Operating cash flow less expansion capital expenditures
Yield Calculated as monthly member revenue in the period, divided by the average member base
