ANNUAL
REPORT
2025
Contents
MANAGEMENT’S REVIEW
SATS in short
Highlights 2025
Our vision and our values
Our history
Letter from the CEO
This is SATS
Fresh Fitness – SATS Group’s
low-cost operator
Where we operate
BOARD OF DIRECTORS’ REPORT
Financial performance
Board of Directors
Group management
Corporate governance
Shareholder information
Sustainability report
Sustainability highlights
General Information
Double materiality assessment
Environment
Statement on the EU taxonomy for
sustainable economic activities
Climate change (E1)
Social
Own workforce (S1)
Consumers and End-users (S4)
Governance
Business Conduct (G1)
Signatures from the BoD and the CEO
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 to the consolidated financial
statements
Financial statements parent company
Statement of profit or loss
Statement of financial position
Statement of cash flows
Notes to the financial statements
Statement from the Board and the CEO
Auditor’s report
Sustainability auditor’s limited
assurance report
Alternative performance measures
Definitions
2
MANAGEMENT’S
REVIEW
SATS in short
Highlights 2025
Our vision and our values
Our history
Letter from the CEO
This is SATS
Fresh Fitness – SATS Group’s
low-cost operator
Where we operate
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
3
SATS in short
At SATS, we believe that everyone
deserves the opportunity to live an
active and healthy life. Every day,
our more than 10,000 passionate
employees work to inspire and
support our 755,000 members
in reaching their fitness goals,
whether they are just starting their
journey or pushing their limits.
NORWAY
345,000 members
120 clubs
FINLAND
71,000 members
32 clubs
SWEDEN
256,000 members
93 clubs
DENMARK
83,000 members
28 clubs
68
23
28
11
10
2
4
11
11
3
4
5
8
13
72
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
4
highlights 2025
OPERATIONAL PERFORMANCE
CLUBS
273 − 0.4%
Maintaining a broad and accessible club footprint across the
Nordics, serving large population centres.
MEMBERS
755,000 + 3%
The member base is fundamental to achieving SATS’ vision of
making people healthier and happier, while also supporting a
financially sustainable business.
WORKOUTS
49.4 MILL + 6%
Growing member engagement, driven by both member growth and
higher activity per member, supports stronger loyalty and long-
term retention.
GROUP TRAINING CLASSES
626,000 + 12%
Continued development of the group training offering positions
SATS well to capitalise on the group training trend and drive
member engagement.
FINANCIAL PERFORMANCE
REVENUES (NOK)
5,509 MILL + 9%
The revenue growth reflects a strengthened product offering,
which has supported higher member loyalty and willingness to
pay.
EBITDA
1
(NOK)
871 MILL + 18%
Continued EBITDA improvements driven by product improvements,
disciplined cost control and operational leverage.
FREE CASH FLOW (NOK)
506 MILL + 25%
Generating strong cash flow through disciplined financial
management and high operational efficiency.
LEVERAGE
1
1.1X vs 1.4x in 2024
Significant deleveraging has temporarily brought the Company
below the lower end of the 1.5x–2.0x leverage target range,
providing flexibility for club expansion and shareholder
distributions.
SUSTAINABILITY
EMPLOYEE SATISFACTION (ENPS)
2
37 vs benchmark of 32
The eNPS outperforms benchmark levels, indicating a high
employee satisfaction and loyalty.
ENGAGEMENT INDEX
2
83 vs benchmark of 74
Significantly higher than the reference index, proving that the
organization is effectively executing its tasks across various
organizational levels.
PUBLIC HEALTH (QALYS)
18,400 + 6%
The increase in QALYs (quality adjusted life years) generated at
SATS clubs underscores a growing contribution to public health
and long-term well-being.
EMISSIONS (TCO
2
)
-13.1%
GROSS LOCATION-BASED
SCOPE 2 GHG EMISSIONS
1-year reduction: Reducing emissions from purchased electricity,
heating, and cooling used in our operations and clubs through
improved energy efficiency measures and increased use of lower-
carbon electricity sources.
1) Before IFRS 16
2) The scale has been revised following a change of external data
provider and is not directly comparable to previous periods.
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
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Our vision and our values
We make people healthier and happier!
Decades of experience confirm that regular training
drives long-term health and well-being. By supporting
sustainable training habits, SATS works toward its vision
of making people 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 values serve as the compass
that leads our actions and behavior
in our daily work.
Members first
“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.
Accountable
“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.
Professional
“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.
Extraordinary
“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.
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
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our historyour 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.
2003
SATS establishes its first
clubs in Finland.
2006
TryghedsGruppen smba
acquires SATS.
2010
Fresh Fitness is launched as a
low-cost alternative in Norway
and Denmark.
2011
ELIXIA is acquired by Altor,
a private equity investor.
2014
SATS and ELIXIA merge, creating
the largest fitness chain in the
Nordics.
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 outside
Norway 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.
2023–2025
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.
2025
Building on the improved
financial performance, the
year marked a shift towards
active capital returns, with the
introduction of a shareholder
distribution programme, including
the first dividend payment as a
listed company and the initiation
of share buybacks.
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
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Letter from the ceo
Dear SATS friend,
Progress is rarely about doing more; it is about doing
the right things, consistently, over time. In 2025,
SATS demonstrated the strength of this approach. By
maintaining a clear strategic direction and sharpening our
priorities, we have translated focus into tangible results
for our members, our employees, and our owners.
This has been a year of disciplined execution. We have
concentrated on strengthening our product offering,
increasing member engagement and satisfaction, and
ensuring that our clubs deliver high-quality training
experiences every day. The outcome is clear. We have
a growing and more active member base, record-high
activity across our clubs, and measurable contributions to
public health in the Nordic region.
Our member base increased with 22,000 members to
755,000 at year-end. Each new member represents more
than a number; it represents a tangible contribution to
public health. Physical inactivity remains one of the major
global health challenges, affecting both physical and
mental well-being. As a leading fitness provider in the
Nordics, we carry both a responsibility and a significant
opportunity to be part of the solution. Record-high visit
levels across our clubs confirm that the SATS product
offering helps people to become active.
Group training has been a particularly strong driver of
engagement this year. Together, our members reached
11 million group training workouts, marking another
record year and a 13 percent increase compared to last
year. Nearly 400,000 unique members participated in
group training, also up 13 percent year-on-year. Group
training continues to play a central role in motivating
members, strengthening community, and supporting
long-term training habits.
During the year, we also introduced new concepts
that complement and strengthen our core offering.
The launches of Reformer, Performance HIIT and
Performance HYROX have further added diversity
to our training portfolio, and reinforced SATS as a
destination for both performance-driven and holistic
fitness experiences. These initiatives demonstrate how
innovation, when aligned with a clear core strategy, can
deliver meaningful value.
We have a growing and more active
member base, record-high activity
across our clubs, and measurable
contributions to public health in the
Nordic region.
Financially, 2025 reflects strong and disciplined
execution. During the first half of the year, we
successfully reached the NOK 800 million EBITDA
1
ambition on a last twelve-month basis, a key milestone
achieved in under three years from our 2022 Capital
Markets Day. At the Capital Markets Day in May this
year, we reaffirmed our clear strategic focus on the
core business and established a new mid-term EBITDA
1
ambition of NOK 1.1 billion. Progress toward this target is
expected to unfold gradually over time, reflecting steady
and sustainable improvement rather than short-term
acceleration. For the full year, we delivered revenues of
NOK 5.5 billion and an EBITDA
1
of NOK 871 million.
This year also marked an important milestone for
SATS as a listed company, with the payment of our first
dividend. Total shareholder distributions were well above
our stated minimum level of 50 percent, reflecting strong
cash generation and confidence in our financial position
going forward.
None of this would be possible without our people.
I want to extend my sincere thanks to our dedicated
employees across the Nordic region, whose passion,
professionalism, and commitment create value for our
members every single day. I would also like to thank our
members for choosing SATS as their training partner and
for prioritizing their health and well-being. Our vision is to
make people healthier and happier. In 2025 we have truly
delivered on this, and our ambitions are high for the years
to come.
Sondre Gravir
CEO
1. EBITDA before IFRS 16
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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, approximately 70 percent of the adult
population does not meet the recommended levels of
physical activity. 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 keep
their habits over time are the most loyal members.
We truly delivered on our vision during 2025, with 49.4
million visits to our clubs, an increase of 6 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. Our strategy is to be the
best fitness club operator by focusing on the core of
our offering, operating gyms efficiently while providing
adjacent services that help members reach their fitness
goals. Specifically, our efforts are concentrated 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 how exercise can be fun
and enjoyable, as well as the joy of being part of a fitness
inspired community. We want to remove barriers to
exercise by helping members find the right membership
and get active fast 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.
Consistency is key to achieving both health and
performance benefits exercise. SATS supports members
in building lasting habits by helping them train at the
right level. Using member insights and a diverse product
offering, we ensure that members find enjoyable ways to
exercise that brings them closer to their 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 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. 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 to
ensure that our members get access to a wide product
offering and gyms in great locations. By optimizing our
product offering with a cluster-based approach, we can
deliver a broad product offering at cluster level while
maintaining high utilization in each club. SATS clubs
will offer a premium experience and good atmosphere,
supported by 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
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
9
is an essential 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, personal training and
wide clusters of clubs. These members are more active
and stay with us longer, which is a 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.
In 2025, SATS allocated 5 percent of total revenues
to maintenance CAPEX. We ended the year with a
leverage ratio at 1.1x Net debt to EBITDA before IFRS 16,
temporarily below the 1.5x–2.0x leverage target range.
We spent the year building an M&A pipeline, but due to
long lead times and a disciplined selection, we opened
four new clubs. For the first time since the public listing
in 2019, SATS made shareholder distributions, through
a combination of share buybacks and semi-annual
dividends.
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.
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
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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 fitness concept in Norway and Denmark.
The concept was designed to complement SATS’
premium offering by addressing the growing demand
for affordable, high-quality training. In Norway, Fresh
Fitness achieved rapid market growth by offering modern
fitness facilities at a significantly lower price point than
traditional operators.
By the end of 2024, Fresh Fitness operated 39 clubs
across Norway. In 2025, the portfolio was further
expanded with the opening of two new clubs in Oslo
and one new club in Larvik, strengthening the brand’s
presence in both dense urban locations and regional
markets.
Fresh Fitness supports SATS’ vision of making people
healthier and happier by targeting cost-conscious
consumers with a simplified and accessible training
offering. The brand is positioned to reach a broad
demographic, providing affordable fitness in locations
that enable high member volumes and operational
efficiency.
Over recent years, Fresh Fitness has continued its
transition toward a pure low-cost operating model. The
concept is characterized by a no-frills product offering,
extensive self-service solutions, and focus on studio
training. While simplified, the product maintains a high
standard of equipment and facilities, but delivered
through a more efficient cost structure.
Fresh Fitness clubs typically range from 600 to 1,400
square meters, with up to 90 percent of floor space
dedicated to fitness activity. Clubs operate 05:00–
24:00, 365 days per year, enabled by automated access
solutions, including single-entry gates and digital check-
in via app or membership card. Although operations
are largely automated, all clubs are staffed during peak
hours. Personal training services are offered in all clubs
through externally contracted personal trainers.
In 2025, Fresh Fitness delivered a strong operational and
financial performance, recording high visit levels and
achieving record-high profitability. During the year, more
than 20 clubs were upgraded, primarily replacing and
adding more equipment to help support growth in number
of members and visits.
Fresh Fitness represents a strategically important
component of the SATS Group portfolio. The concept
enables the Group to compete effectively in the low-cost
segment while maintaining flexibility for future growth,
expansion, and portfolio optimization.
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
11
Where we operate
Norway
SATS and Fresh Fitness are well-established and widely
recognised brands in Norway and together form the
country’s largest fitness club operator. Norway represents
the Group’s largest operating segment, accounting for
45 percent of consolidated total revenue in 2025 and
serving 345,000 members at year-end 2025. The Group
operates 120 clubs in Norway, comprising 78 SATS clubs
and 42 Fresh Fitness clubs. The club network spans the
country from Kristiansand in the south to Tromsø in the
north, with 68 clubs located in the greater Oslo area.
The member base in Norway increased by 4 percent
during the year, while the average revenue per member
was lifted 6 percent. Total revenues increased by 9
percent to NOK 2,471 million. Country EBITDA before
impact of IFRS 16 increased from NOK 668 million last
year to NOK 758 million in 2025, resulting in a Country
EBITDA margin of 31 percent.
The members of SATS Norway and Fresh Fitness worked
out 21.6 million times at our clubs during 2025, up 6
percent from 2024.
SATS and Fresh Fitness employed a total of 4,809
employees at the end of the year, corresponding to 924
full-time equivalents.
KEY FINANCIAL FIGURES AND
ALTERNATIVE PERFORMANCE MEASURES (APM)
Amounts in NOK million
(unless otherwise stated) 2025 2024
Membership revenue 2,072 1,887
Other revenues 399 378
Total revenues 2,471 2,265
Country EBITDA before impact of
IFRS 16
758 668
Margin (%) 31% 29%
EBITDA before impact of IFRS 16 569 489
Margin (%) 23% 22%
Clubs 120 117
Members (‘000) 345 332
ARPM (NOK/month) 608 573
2024 2025
2,471
Revenues
NOK million
2,265
+9%
2024 2025
758
country ebitda
1
NOK million
668
+13%
Sweden
SATS Sweden has a long-standing strong market position
and served 256,000 members at the end of 2025.
With 34 percent of consolidated total revenue, it is the
second-largest operating segment in the Group. The club
portfolio consisted of 93 clubs across the country at year-
end, including a strong cluster of 72 clubs in the Greater
Stockholm area.
The member base increased by 3 percent during the year,
despite club optimization leading to a net reduction of
two clubs. With an average revenue per member increase
of 9 percent, total revenues increased 11 percent (7
percent curr. adj.) to NOK 1,898 million. Country EBITDA
before impact of IFRS 16 increased from NOK 302
million last year to NOK 354 million in 2025, resulting in a
Country EBITDA margin of 19 percent.
During 2025, the members visited SATS Sweden 16.9
million times, an increase of 6 percent since 2024.
The number of employees in Sweden totalled 3,506
at year-end 2025, corresponding to 866 full-time
equivalents.
KEY FINANCIAL FIGURES AND
ALTERNATIVE PERFORMANCE MEASURES (APM)
Amounts in NOK million
(unless otherwise stated) 2025 2024
Membership revenue 1,541 1,397
Other revenues 357 311
Total revenues 1,898 1,708
Country EBITDA before impact of
IFRS 16
354 302
Margin (%) 19% 18%
EBITDA before impact of IFRS 16 199 152
Margin (%) 11% 9%
Clubs 93 95
Members (‘000) 256 248
ARPM (NOK/month) 627 573
2024 2025
1,898
Revenues
NOK million
1,708
+11%
country ebitda
1
NOK million
+8%
2024 2025
354
302
1. Country EBITDA before IFRS 16.
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
12
Finland
In Finland, the Group operates under the ELIXIA brand and
had 71,000 members at year-end 2025. ELIXIA Finland
accounted for 9 percent of the Group’s consolidated total
revenue in 2025. The Group operates 32 clubs in Finland,
of which 23 are located within the Helsinki cluster. The
Finnish fitness market remains highly fragmented, with
ELIXIA holding a leading market position.
The number of members was stable during the year,
while the average revenue per member increased by 3
percent. Consequently, total revenue rose 3 percent (2
percent curr. adj.) to NOK 516 million. Country EBITDA
before impact of IFRS 16 increased from NOK 52 million
last year to NOK 59 million in 2025, corresponding to a
Country EBITDA margin of 11 percent.
ELIXIA members worked out 5.1 million times at the
clubs during the year, up 6 percent from 2024.
ELIXIA Finland had 962 employees at year-end 2025,
which corresponded to 254 full-time equivalents.
KEY FINANCIAL FIGURES AND
ALTERNATIVE PERFORMANCE MEASURES (APM)
Amounts in NOK million
(unless otherwise stated) 2025 2024
Membership revenue 432 422
Other revenues 84 79
Total revenues 516 501
Country EBITDA before impact of
IFRS 16
59 52
Margin (%) 11% 10%
EBITDA before impact of IFRS 16 35 29
Margin (%) 7% 6%
Clubs 32 31
Members (‘000) 71 71
ARPM (NOK/month) 608 588
Revenues
NOK million
+3%
country ebitda
1
NOK million
+14%
2024 2025
501
506
2024 2025
52
59
Denmark
The Danish operations contributed 11 percent of
consolidated total revenue in 2025 with 83,000 members
at the end of the year. The Danish club network
consists of 28 clubs, creating a strong cluster in Greater
Copenhagen. SATS is the second-largest operator in the
Danish market.
The member base in Denmark increased by 2 percent in
2025, while the average revenue per member increased
by 6 percent, resulting in a revenue growth of 6 percent (5
percent curr. adj.)
1
to NOK 623 million. Country EBITDA
before impact of IFRS 16 increased from NOK 53 million
last year to NOK 61 million in 2025, resulting in a Country
EBITDA margin of 10 percent.
The Danish members worked out 5.8 million times at the
SATS clubs in 2025, an increase of 6 percent from 2024.
SATS Denmark employed 1,014 employees at year-end
2025, which corresponded to 228 full-time equivalents.
KEY FINANCIAL FIGURES AND
ALTERNATIVE PERFORMANCE MEASURES (APM)
Amounts in NOK million
(unless otherwise stated) 2025 2024
Membership revenue 528 487
Other revenues 94 102
Total revenues 623 589
Country EBITDA before impact of
IFRS 16
61 53
Margin (%) 10% 9%
EBITDA before impact of IFRS 16 32 24
Margin (%) 5% 4%
Clubs 28 29
Members (‘000) 83 82
ARPM (NOK/month) 628 590
Revenues
NOK million
+6%
country ebitda
1
NOK million
+16%
2024 2025
589
623
2024 2025
53
61
1. In 2024, other revenue was positively affected by COVID compensation of NOK 18 million.
2. Country EBITDA before IFRS 16.
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
13
BOARD OF
DIRECTORS’
REPORT
Financial performance
Board of Directors
Group management
Corporate governance
Shareholder information
Sustainability report
Signatures from the BoD and the CEO
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
14
Financial performance
In 2025, the member base
increased by 3 percent and
revenue per member increased by
7 percent compared to 2024. As
a result, total revenue was lifted
by 9 percent to NOK 5,509 million.
EBITDA before impact of IFRS
16 was NOK 871 million, up from
NOK 738 million in 2024.
SATS has 31 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
2025 balance sheet date, the Group had a network of
273 clubs, with strongholds in key metropolitan cities
throughout the Nordic region and 755,000 members.
Across this network, more than 10,000 employees in the
Nordic countries are working to make people healthier
and happier every day.
Analysis of the 2025 financial
statements
The Board of Directors believes that the 2025 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, 2025, compared to the period
January 1–December 31, 2024. The Board confirms
that the Group’s liquidity position will be adequate to
fulfil short-term liabilities, including instalments on bank
borrowings as they fall due.
During 2025, 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. In 2025, we invested significantly
in our club portfolio, resulting in a well-invested club
portfolio, with high quality premises and product offering,
while facilitating further member growth at existing clubs,
through adding more equipment and optimizing club
layouts. Price adjustments and a continued focus on
cost control have laid a solid foundation for profitability
in 2025 and going forward. The Board confirms that the
use of the going concern assumption is appropriate.
The 2025 financial statements have been prepared in
accordance with this assumption.
Statement of comprehensive income
In 2025, total revenue increased by 9 percent to NOK
5,509 million compared to NOK 5,064 million in 2024.
Revenue for all segments increased compared to 2024,
by 9 percent in Norway, 11 percent (7 percent curr. adj.)
in Sweden, 3 percent percent (2 percent curr. adj.) in
Finland, and 6 percent percent (5 percent curr. adj.) in
Denmark. The increase in revenue is driven by both strong
sales, lower churn levels and increase in average revenue
per member (ARPM). Reported ARPM increased by 7
percent, as a result of successful price increases.
Operating expenses including depreciation and
amortization increased by 7 percent from NOK 4,320
million in 2024 to NOK 4,617 million in 2025.
Operating profit increased by NOK 148 million, from
NOK 744 million in 2024 to NOK 892 million in 2025.
Net financial items decreased by NOK 34 million, or 11
percent, from an expense of NOK 310 million in 2024 to
an expense of NOK 276 million in 2025.
The income tax expense increased by NOK 34 million,
from an expense of NOK 108 million in 2024 to an
expense of NOK 141 million in 2025, driven by taxable
results. Losses carried forward increased from NOK 94
million to NOK 100 million in the Swedish entities due to
currency effects. Deferred tax assets from losses carried
forward are not recognized for the Finnish nor Danish
segments in 2025 due to uncertainty as to whether profits
will be utilized against the unused tax losses within a
reasonable time frame. This assessment also reflects
the tax losses carried forward in Finland is subject to
expiry. As at the balance sheet date, the Group’s total
tax loss carried forward was NOK 1,261 million, of
which the NOK 1,161 million generated in Denmark and
Finland is not recognized in the balance sheet. In Finland,
taxable profits of NOK 20 million were generated in
2025, allowing for partial utilization of carried-forward
tax losses. The continued use of tax losses in both 2024
and 2025 supports the assessment of an improving
underlying profitability in the market, indicating that the
remaining tax losses are expected to be utilized over
time.
The profit before tax was NOK 616 million in 2025
compared to a profit before tax of NOK 434 million in
2024. Total comprehensive income was NOK 443 million
compared to an income of NOK 315 million in 2024.
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
15
Segment development
NORWAY
Total revenue increased by 9 percent to NOK 2,471
million in Norway in 2025. The revenue increase was
driven by a 4 percent higher average member base and
a 6 percent higher ARPM. The member base totalled
345,000 members at year-end, up 4 percent from last
year. Operating expenses increased by 7 percent mainly
due to increased salary costs related to improved group
training offering, costs related to premises and marketing,
in addition to opening three new clubs in the Fresh
Fitness portfolio. Country EBITDA before impact of IFRS
16 increased from NOK 668 million last year to NOK 758
million in 2025, resulting in a Country EBITDA margin of
31 percent.
SWEDEN
Total revenue was NOK 1,898 million in 2025, an increase
of 11 percent (7 percent curr. adj.) compared to last year,
mainly driven by the ARPM, which increased by 9 percent
(5 percent curr.adj.). The member base increased by 3
percent in 2025. Operating expenses increased by 10
percent, mainly driven by an increase in club salaries
related to improved group training offering and costs
related to premises and marketing. The Country EBITDA
before impact of IFRS 16 increased from NOK 302 million
in 2024 to NOK 354 million in 2025, resulting in a Country
EBITDA margin of 19 percent.
FINLAND
Total revenue amounted to NOK 516 million in 2025, an
increase of 3 percent (2 percent curr. adj.) compared
to last year. The revenue increase was driven by ARPM,
which increased by 3 percent (3 percent curr. adj.).
Operating expenses increased by 2 percent, mainly due
to an increase in club salaries related to improved group
training offering and costs related to marketing. The
Country EBITDA before impact of IFRS 16 increased
from NOK 52 million last year to NOK 59 million in 2025,
resulting in a Country EBITDA margin of 11 percent.
DENMARK
Total revenue amounted to NOK 623 million in Denmark
in 2025, an increase of 6 percent (5 percent curr. adj.)
compared to last year. In 2024, other revenue was
positively affected by COVID compensation of NOK 18
million. ARPM increased by 6 percent (5 percent curr.
adj.). Operating expenses increased by 5 percent, mostly
due to an increase in club salaries related to improved
group training offering, marketing and utility related
expenses. Country EBITDA before IFRS 16 was NOK 61
million, up from NOK 53 million in 2024, resulting in a
Country EBITDA margin of 10 percent.
Statement of financial position
Consolidated assets increased by NOK 355 million to
NOK 9,639 million between the balance sheet dates for
2024 and 2025. Right-of-use assets and intangible assets
were the largest components of consolidated assets,
amounting to NOK 4,769 million and NOK 2,667 million,
respectively, on December 31, 2025. Non-current assets
increased by NOK 234 million, while current assets
increased by NOK 121 million in 2025. The increase in
non-current assets was driven by increased right-of-use
assets and property, plant and equipment. The increase in
current assets was primarily driven by an increase in cash
and cash equivalents.
Total liabilities increased from NOK 7,940 million as at
December 31, 2024, to NOK 8,185 million as at December
31, 2025.
As at December 31, 2025, consolidated equity amounted
to NOK 1,454 million, representing an equity ratio of
15.1 percent, compared to NOK 1,345 million and
14.5 percent as at the balance sheet date of 2024.
STATEMENT OF COMPREHENSIVE INCOME
Amounts in NOK million 2025 2024
Total revenues 5,509 5,064
Operating expenses -4,617 -4,320
Operating profit 892 744
Net financial items -276 -310
Profit/loss before tax 616 434
Income tax expense -141 -108
Profit/loss for the year 474 326
Total comprehensive income 443 315
STATEMENT OF FINANCIAL POSITION
Amounts in NOK million 2025 2024
Total assets 9,639 9,284
Total liabilities 8,185 7,940
Total equity 1,454 1,345
STATEMENT OF CASH FLOWS
Amounts in NOK million 2025 2024
Net cash flow from operations 2,082 1,953
Net cash flow from investments -318 -282
Net cash flow from financing -1,615 -1,580
Net increase/decrease in cash and cash equivalents 149 91
Cash and cash equivalents at the end of the period 512 371
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
16
Statement of cash flows
Net cash flow from the Group’s operations was NOK
2,082 million in 2025, compared to NOK 1,953 million in
2024. The increased cash flow from operations of NOK
129 million was mainly due to an increase in profit for
the year only partially outweighed by an increase in paid
taxes and net financial items.
Net cash outflow from investing activities amounted to
NOK 318 million in 2025, compared to an outflow of NOK
282 million in 2024. The main reason for the increased
outflow was an increase in club maintenance and
upgrades, in line with the revenue increase. Maintenance
activities amounted to 5 percent of total revenue in 2025,
according to the target of about 5 percent.
Net cash outflow from financing activities was NOK
1,615 million in 2025, compared to an outflow of NOK
1,580 million in 2024. In 2024, the company repaid a total
of NOK 322 million on the credit facility. During 2025,
the company paid dividends of NOK 127 million and
repurchased shares of NOK 267 million.
In 2025, consolidated cash and cash equivalents
increased net by NOK 149 million compared to an
increase of NOK 91 million in 2024. As at the balance
sheet date, the Group had cash and cash equivalents
of NOK 512 million compared to NOK 371 million at the
balance sheet date in 2024.
Parent company
The parent company had no operating income in 2025
and NOK 12 million in operating expenses. The parent
company’s equity was NOK 2,505 million as at the
balance sheet date.
Risk profile and risk factors
Risk
SATS operates in the highly competitive health and
fitness industry, with 273 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 identified 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
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 misjudgement could negatively impact
profitability. SATS mitigates this risk by conducting
rigorous market research and financial modelling 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,
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
17
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, labour 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.
Events after the balance sheet date
On February 18, 2025, the Board of Directors of SATS
ASA resolved to initiate a share buyback program with a
maximum consideration of NOK 200 million. The buyback
program was commenced on February 18, 2025, and will
not end later than the Company’s Annual General Meeting
of 2026.
On March 3, 2026, an extraordinary general meeting
resolved to distribute a cash dividend of NOK 0.67
per share. The dividend was paid on March 9, 2026, to
shareholders of record as at March 5, 2026. This decision
was made after the reporting period and is therefore not
reflected as a liability in the financial statements as at
December 31, 2025.
Further, the extraordinary meeting resolved to reduce
the share capital by NOK 8,500,000 by redemption of
4,000,000 shares. Following completion of the capital
reduction the share capital of the company will be NOK
424,350,999.50, divided into 199,694,588 shares, each
with a nominal value of NOK 2.125.
Subsequent to the balance sheet date, the Company
identified indications of unauthorised access to parts of
its IT environment and is currently investigating a cyber
incident. As at the date of publication of this report,
investigations into the scope of the incident are ongoing.
On March 23, 2026, the Board of Directors approved a
new investment program for all employees of the SATS
Group, aimed at aligning the interests of the participants
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
18
with those of the Company’s shareholders. Due to the
cyber incident as described above, the Company was
required to allocate significant internal and senior
resources to its investigation and therefore resolved to
postpone the implementation of the Share Investment
Program.
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 2025 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 is of the opinion
that 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 433 million as at
December 31, 2025, divided into 203,694,588 ordinary
shares, each with a par value of NOK 2.125. All shares
have been fully paid and have equal rights. SATS owned
4,726,793 treasury shares as at the balance sheet date.
The number of shareholders as at December 31, 2025,
was 8,859.
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
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 August 28, 2025.
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.
The company maintains a clear strategic focus on its
core business, continuing the accelerating cycle of
positive performance. This is supported by targeted
investments in an improved product offering, including
club optimizations and innovation in training content, as
well as a consistent prioritization of operational execution
and efficiency.
The approach to both operational costs and capital
allocation remains disciplined, balancing cost control
with growth investments. CAPEX is directed toward
increasing club capacity in the existing footprint,
improving return per square meter and building the
pipeline to deliver on a club expansion of 8-12 new club
openings per year, with emphasis on quality over quantity.
The company has set a mid-term EBITDA before IFRS
16 ambition of NOK 1.1 billion. Progress toward this
target is expected to unfold gradually, reflecting steady
improvements over time.
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.
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
19
board of directors
Hugo Lund
Maurstad
Chair of the board
Majority owner and
managing partner 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)
Maria Tallaksen
Board member
Serves as board member
in Hafslund, Scatec ASA
and VOW ASA
Former partner with
Altor Equity Partners
and analyst at Morgan
Stanley
Has a business degree
(Siviløkonom) 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
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
Anita Gullstedt
Board member,
Employee representative
Club Manager at SATS
Sportpalatset in Sweden
Carl Thorsson
Board member,
Employee representative
Club Manager at SATS
SoFo in Sweden
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
20
group 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 Schibsted
and Monterosa Sport
Has a business degree
from the Norwegian
School of Economics
(NHH)
Cecilie Elde
Chief Financial Officer
CFO of SATS since 2016
Previously held
managerial positions in
NetCom and Tele2
Board member of
RevolutionRace AB
Has a Master of
Science degree in
Business Administration
(Siviløkonom), from BI
Norwegian Business
School
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
Wenche Evertsen
Country Manager Norway
Country Manager for
Norway since 2020
Long-standing
relationship with SATS
through various roles
Board member of
Restel Oy
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)
Elli Holappa
Country Manager Finland
Country Manager for
Finland since 2025
Brings experience from
retail and consumer-
facing businesses, most
recently serving as CEO
of Jungle Juice Bar in
Finland
Has a Bachelor’s degree
in Hotel and Restaurant
Management from Helia
(now part of Haaga-Helia
University of Applied
Sciences)
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
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
21
Ellen Marie Vanberg
Chief Product Officer
Chief Product Officer in
SATS since 2024
Brings experience from
several product roles
within SATS, as well as
consultancy experience
from Deloitte
Has a Master’s degree
in Science, Finance,
and Accounting from
Copenhagen Business
School
Mia Lund Hanusek
Chief Marketing and
Communication Officer
Chief Marketing and
Communication Officer
since 2024
Has held similar
positions at Bluestep
Bank, MediaMarkt
and Indiska and has
also experience from
management consulting
at Lynxeye and McKinsey
Has a Master of Science
degree in International
Business from School
of Business, Economics
and Law, at University of
Gothenburg
Gaute Sandal
Chief Digital Officer
Chief Digital Officer
since 2021
Brings experience from
several Director roles
within SATS and Arcus,
as well as consultancy
experience from
McKinsey
Has a Master of Science
degree in Business
(Siviløkonom), from BI
Norwegian Business
School
Torodd Gøystdal
Chief People &
Operations Officer
Chief People &
Operations Officer
since 2022
Prior to joining SATS, he
held the position as CEO
of Espresso House Norge
Has a business degree
Master in Management
from Norwegian
Business School (BI) and
Norwegian School of
Economics (NHH)
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
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Corporate governance
SATS considers good corporate
governance a prerequisite
for value creation and
trustworthiness as well as
access to capital. To secure
strong and sustainable corporate
governance, it is essential that
SATS maintain 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 August 28,
2025(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 2025, 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 way 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:
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
23
\
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.
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 273 fitness clubs
that serve 755,000 members. The Group employed more
than 10,000 employees as at December 31, 2025.
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, 2025, SATS had a share capital of
NOK 432,850,999.50, divided into 203,694,588 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 28,
2025, granted the Board of Directors the following
authorizations:
\
Authorization to increase the share capital by up
to NOK 8,699,520 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 2026
Annual General Meeting, but no longer than June 30,
2026.
\
Authorization to increase the share capital by up to
NOK 43,497,600. Deviation from shareholders’ pre-
emption rights is allowed. The authorization is valid
until the 2026 Annual General Meeting, but no longer
than June 30, 2026.
\
Authorization to acquire treasury shares with a
total nominal value of up to NOK 43,497,600. The
authorization is valid until the 2026 Annual General
Meeting, but no longer than June 30, 2026.
\
Authorization to approve the distribution of dividends
based on the Company’s annual accounts for 2024.
The authorisation may be used to distribute dividends
on the Company’s shares in connection with the
publication of the Company’s quarterly report for
Q2 2025. The authority shall remain in force until 31
October 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.
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
24
The Board of Directors has been granted authorization
from the General Meeting to acquire treasury shares.
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 May 5, 2026. 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.
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), Bjørn Maaseide (member) and Ulrik Andersson
(member). They were appointed at the 2025 Annual
General Meeting until the 2027 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 women. 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 requirements for
gender balance on the Board of Directors have been
met. 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.
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
25
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 over 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.
A total of ten board meetings were held in 2025. The
attendance over the year at the Board meetings was
97.1 per cent.
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 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).
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 2025.
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 2027 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 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.
The Audit Committee held six meetings during 2025.
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26
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 Head of Compliance
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 Head of Compliance 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 Head of Compliance shall prepare a
risk 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 risk 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’ Head of Compliance 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.
Deviations from Section 10 of the Code: None.
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
27
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. The members of the Board of
Directors were allowed to participate in the 2025 Share
Program.
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 2025 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
2025 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 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.
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
28
Shareholder information
market capitalization of NOK 8,270 million at year-end 2025. 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. 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 433 million as at
December 31, 2025, divided into 203,694,588 ordinary
shares, each with a par value of NOK 2.125. All shares
have been fully paid and have equal rights. SATS owned
4,726,793 treasury shares as at the balance sheet date.
The number of shareholders as at December 31, 2025,
was 8,859.
Financial calendar
SATS ASA will publish its quarterly interim financial statements on the following dates for 2026:
10
feb
2026
Q4 2025
Results
27
mar
2026
Annual
Report 2025
30
apr
2026
Q1 2026
Results
05
may
2026
Annual General
Meeting 2026
14
aug
2026
Q2 2026
Results
27
oct
2026
Q3 2026
Results
Analyst coverage
ABG Sundal Collier Petter Nystrøm +47 22 01 61 35
Danske Bank Tomas Helgø +47 85 40 77 99
DNB Carnegie Ole Martin Westgaard +47 24 16 92 98
Kepler Cheuvreux Håkon Nelson +47 23 13 90 73
Pareto Securities Phillihp Bjerke +47 22 87 88 46
Sparebank 1 Markets Andreas Aas-Jakobsen +47 24 13 36 83
SEB Håkon Fuglu +47 21 00 85 49
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
29
TOTAL SHAREHOLDERS
December 31, 2025
8,859
MARKET CAP
December 31, 2025
8,270
NOK MILL
SHAREHOLDERS
by country of residence
Norway (53%)
UK (23%)
Ireland (9%)
Other (15%)
TOTAL RETURN 2025 COMPARED TO OSEBX, INDEXED
December 31, 2024 – December 31, 2025
SATS OSEBX
-20
0
20
40
60
80
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
Shareholders Number of ordinary shares Ownership percentage
1 Folketrygdfondet 14,348,765 7.0%
2 J.P. Morgan SE, FI 7,889,563 3.9%
3 Maaseide Holdco AS 7,262,647 3.6%
4 Verdipapirfondet KLP Aksjenorge 6,019,890 3.0%
5 Verdipapirfondet Alfred Berg Gambak 5,811,788 2.9%
6 Vpf DNB Am Norske Aksjer 5,734,992 2.8%
7 The Bank Of New York Mellon Sa/nv, UK 5,193,864 2.5%
8 Sats ASA 4,726,793 2.3%
9 Vpf Sparebank 1 Norge Verdi 4,670,000 2.3%
10 The Bank Of New York Mellon Sa/nv, IE 4,538,000 2.2%
11 Vpf Fondsfinans Utbytte 3,758,083 1.8%
12 Hugo Lund Maurstad 3,500,000 1.7%
13 AAT Invest AS 3,500,000 1.7%
14 J.P. Morgan SE, LU 3,463,377 1.7%
15 Salt Value AS 3,140,242 1.5%
16 Verdipapirfondet Fondsfinans Norge 3,139,323 1.5%
17 Morgan Stanley & co. Int. Plc. 3,053,706 1.5%
18 N.A. Citibank 2,984,868 1.5%
19 Varner Equities AS 2,942,727 1.4%
20 The Bank Of New York Mellon Sa/nv, UK 2,751,000 1.4%
Other 105,264,960 52%
Total 203,694,588 100%
Ownership strcture
HOLDING SIZE NUMBER OF SHAREHOLDERS NUMBER OF SHARES PROPORTION OF THE SHARE CAPITAL
1–100 3,353 110,757 0.1%
101–250 1,166 206,609 0.1%
251–500 1,132 423,969 0.2%
501–1,000 1,103 841,190 0.4%
1,001–50,000 1,896 11,608,457 5.7%
50,001– 209 190,503,606 93.5%
Sum 8,859 203,694,588 100%
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
30
SUSTAINABILITY
REPORT
Sustainability highlights
General Information
Double materiality assessment
Environment
Statement on the EU taxonomy for
sustainable economic activities
Climate change (E1)
Social
Own workforce (S1)
Consumers and end-users (S4)
Governance
Business Conduct (G1)
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
31
Sustainability highlights
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. In 2025, we continued
to improve energy efficiency through investments
in smart energy management systems, ventilation
optimization, and the ongoing transition to LED
lighting across clubs. We also progressed our work on
electrification by further reducing emissions from our
car fleet. As part of our climate reporting, we measured
total greenhouse gas emissions across Scope 1–3, which
amounted to 50,692 tCO
2
e in 2025. While our emissions
intensity per club increased slightly compared to the
2022 baseline, emissions from own operations continued
to decline, reflecting the impact of energy efficiency
measures and electrification.
SATS is dedicated to fostering a healthier society by
making fitness accessible and creating a positive
workplace culture for our employees. In 2025, SATS
members completed 49.4 million workouts in our
clubs, and member activity increased more than our
member base. We also continued to strengthen our
public health contribution. In 2025, SATS members alone
generated an estimated 18,400 quality-adjusted life years
(QALYs), corresponding to a socio-economic benefit of
approximately NOK 25 billion.
Our employees are key to delivering great member
experiences and long-term business performance. In
2025, we achieved a strong engagement index score of
83, well above the reference benchmark. Participation
increased to 68 percent, and our employee net promoter
score (eNPS) improved to 37, continuing a positive trend
from previous years. We also strengthened onboarding,
leadership development and digital tools for club
employees, supporting employee development and
operational consistency across our organization.
Strong governance ensures we maintain integrity,
accountability, and sustainable growth. We continuously
assess and strengthen relationships with suppliers to
support ethical and responsible business conduct. In
2025, we initiated the search for an automated screening
solution to strengthen due diligence of suppliers and
third-party vendors. We also continued to develop
our governance framework and internal controls over
sustainability reporting in line with CSRD and ESRS
requirements.
Looking ahead, we will continue to invest in sustainability
initiatives that enhance operational efficiency, reduce
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.
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
32
ESRS2
General information
The sustainability report presents
SATS’ governance and results
related to material sustainability
topics, including detailed
performance indicators.
This section presents material sustainability-related
impacts, risks, and opportunities (IROs), and the
principles for sustainability reporting, which form the
basis for the preparation of the report.
Principles for sustainability reporting
The purpose of SATS’ reporting is to provide
stakeholders with an accurate and balanced picture
of relevant activities, practices, and results for
2025. The sustainability report is prepared on the
same consolidated basis as the annual financial
statements and includes the entire SATS Group. For
more information, see Note 2 Basis of preparing the
consolidated financial statements.
Legally mandated reporting and
reporting standards
Our sustainability report has been prepared in accordance
with the Norwegian 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
in our chapter on Governance and the Transparency
Statement on our website.
The report was updated and restructured in 2025 to
reflect amendments to the Norwegian Accounting Act
implementing 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, 2025. The reporting encompasses all
consolidated businesses owned by SATS as of December
31, 2025. Data from discontinued or closed businesses
are included for the portion of the reporting period they
were operational. 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. In
our description of actions under each ESRS theme,
we distinguish between actions carried out in 2025
and planned actions for 2026–2027. For the latter, the
indicated dates refer only to the start of the actions, as
the completion timeline remains uncertain.
Reporting systems and processes
Indicators related to climate change, energy, water,
resource use, and waste are collected annually, primary
through manual processes, and consolidated in SATS’
environmental reporting overview. Indicators for health
and safety of SATS’ own workforce are gathered through
the incident reporting systems Agrippa and IA. 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
carried out to ensure that the information is complete
and accurate. There is no single standardized method
for data collection across all sustainability topics, which
may result in measurement uncertainty. Note E1.1 under
Chapter E1 Climate Change contains data based on
statistical averages due to the use of factors and may
therefore entail a higher degree of uncertainty.
Changes in reporting
SATS began reporting in accordance with the Norwegian
Accounting Act and the ESRS in 2024. Consequently, only
minor adjustments were required for the 2025 reporting
cycle. These changes include:
\
Adjustments to the structure within the E1, S1, S4
and G1 chapters to closer follow the structure used
in the ESRS standard. This structure consists of a
chapter first outlining the “Material impacts, risks,
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
33
and opportunities” for each material sustainability
issue, before describing the details of due diligence
assessments and stakeholder dialogue under the
section “Policies”, a section on “Strategy” that
describes process for engagement and process
to remediate negative impacts, and a section on
“Actions” that highlights both completed actions and
planned actions for the future. Where applicable, the
chapter also includes targets and metrics related to
each material topic.
\
We have updated the text in the Governance and
Employee section under Social to ensure full alignment
with the requirements of the Norwegian Transparency
Act. With these adjustments, the sustainability report,
together with a brief sign-off document from the Board
of Directors, will meet the Act’s reporting obligations.
\
We have changed our supplier for our employee
engagement survey. Previously, the survey used a
1–5 scale, with 5 as the highest score. In 2025, after
transitioning to a new survey provider, we adopted
an updated scale ranging from 0 to 100, with 100
representing the highest score.
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 the business model addresses
sustainability-related risks and opportunities (SBM-3)
is disclosed within the relevant topical sections. 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.
Risk management and internal control
over sustainability reporting
SATS sustainability-related risks and opportunities
are overseen by the Sustainability Committee under a
mandate from the Board of Directors. The committee
supports the Board in its oversight responsibilities and
reports annually to the Board of Directors and quarterly
to the Audit Committee. 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. This oversight ensures that
sustainability-related impacts, risks and opportunities are
integrated into SATS’ operations and decision-making.
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
external audit is risk-based, with the auditors sharing
their findings 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 allegations or incidents of corruption or bribery arise,
SATS internal investigative committee will perform
an independent investigation. The outcome of this
investigation will then be presented to the Management
if the severity is high or if there is a need for 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. They bring extensive hands-on
experience in overseeing business conduct, and when
legal support is required, they rely on the company’s Legal
department and relevant business units for guidance and
recommendations to ensure proper conduct.
The Sustainability Committee comprises of members
with diverse expertise in sustainability matters, while
the executive management team brings experience in
integrating sustainability into business strategy and
operations. The committee’s collective knowledge
related to impacts, risks and opportunities includes
energy efficiency, recruitment, public health, member
engagement, and supplier management.
Additionally, the company leverages external advisors,
industry collaborations, and sustainability frameworks
to supplement internal knowledge and stay informed on
best practices. This combination of in-house expertise
Structure and governance model for sustainability work in SATS
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
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
SUSTAINABILITY COMMITTEE
Responsible for the day-to-day sustainability work, including risk analyses, sustainability
reporting, implementing sustainability initiatives, etc.
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
34
and external insights enables effective oversight and
implementation of sustainability initiatives.
The Sustainability Committee plays a key role in the
target-setting process by suggesting targets related
to material impacts, risks, and opportunities. These
proposed targets are then reviewed and approved by the
Nordic Management Group and the Board of Directors,
ensuring alignment with the company’s strategic
objectives.
Once approved, progress towards these targets is
monitored through regular reporting and oversight by
both the executive management team and the Board.
The Sustainability Committee continuously assesses
performance against the established goals, providing
updates and recommendations as needed to ensure
accountability and progress in achieving the company’s
sustainability commitments. These recommendations
may include whether the company should acquire
external expertise or invest in developing internal
capabilities to effectively oversee sustainability matters.
Due diligence for sustainability
All material sustainability topics have been considered
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 informed about material IROs,
implementation of due diligence processes, effectiveness
of related policies, actions, metrics and targets — the
Sustainability Committee delivers an annual briefing.
This includes presenting the findings of the annually
reassessed double materiality assessment (“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.
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
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
35
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 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 10,291 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
Our value chain
Positive 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)
1
2
3
4
5
6
7
8
9
10
11
12
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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 to 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, and opportunities and our financial
outcomes underscores the resilience of our strategy and
business model. By proactively addressing these factors,
we strengthen our capacity to manage environmental and
social impacts and enhance our ability to respond and
adapt to evolving risks and opportunities. This enables
us to overcome challenges and deliver meaningful
improvements in both environmental and social
performance, while reinforcing our preparedness for
future developments. 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.
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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double materiality assessment
In the fall of 2024, SATS
conducted a double materiality
assessment in accordance
with the CSRD. In 2025, the
assessment was reassessed
and updated to reflect finalized
CSRD requirements and the latest
guidance from EFRAG.
The outcome of the reassessment was approved by the
Board of Directors and the Nordic Management Group.
The purpose of the double materiality assessment was
to identify SATS’ material sustainability topics based
on both impact materiality — SATS’ actual and potential
positive and negative impacts on the environment,
people and society — and financial materiality, defined
as sustainability-related risks and opportunities with
potential financial effects on SATS.
The figure below illustrates the double materiality
assessment we conducted.
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’ strategy, policies and operating
model were reviewed to assess the current business
context and identify sustainability-related risks and
opportunities.
\
External factors: The external environment was
analyzed to identify relevant market, societal and
regulatory trends, including developments related to
health, demographics, technology and regulation, as
well as selected competitor dynamics.
\
Stakeholder dialogue: Internal and external
stakeholders were engaged through interviews,
surveys and management workshops to identify
sustainability topics considered material by both
information users and affected stakeholders.
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,
aggregated by ESRS topic, identified E1, S1, S4 and G1
as SATS’ material sustainability topics.
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
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 2024, 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. Each of the targets is presented under the
relevant sustainability topic.
Business People, planet
and society
Double
materiality
assessment
Impact materiality
Outward
Financial materiality
Inward
Business
External
factors
Stakeholders
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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: The employee
Net Promoter Score, based on employee survey
questions relating to working conditions at SATS, will
be measured annually. The target is to outperform
the applicable reference index each year and to
increase the participation rate from the previous
year.
4. Target relating to corporate culture: The employee
Net Promoter Score will be measured annually and
is derived exclusively from employee responses to
the question on their likelihood to recommend SATS
as an employer. The target is to outperform the
applicable benchmark each year and to increase the
participation rate from the previous year.
5. Target relating to climate emissions: We will
annually measure the GHG emissions from our
operations and value chain. The target is to reduce
emissions on an intensity basis, per club, 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 is described under each
relevant material sustainability topic.
Material sustainability-related
impacts, risks and opportunities
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 Materiality
Matrix, 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.
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 2027, 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
will not have a significant effect on our business
model, strategy or 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.
Materiality matrix
Risk and opportunity assessment
Impact assessment
Essential topicsSignificant topics
Significant topicsNon-material topics
G1S1
E1
E5S2
E2
E3
S4
Topics
E1 Climate change S1 Own workforce
E2 Pollution S2
Workers in the
value chain
E3
Water and marine
resources
S4
Consumers and
end-users
E5
Resource use and
circular economy
G1 Business conduct
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Environment (E1)
CLIMATE CHANGE
Material impact or risk Description
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 operations 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 respond to this
impact through our strategy to decarbonize our operations and
implement more energy efficient solutions.
Social (S1)
OWN WORKFORCE
Material impact or risk Description
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-represented 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 gender 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 portion of our workforce
since SATS is their first professional employer.
Positive impact (OO)
Diversity resulting in innovative
thinking and approaches.
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)
CONSUMERS AND END-USERS
Material impact or risk Description
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 members but
also contributes positively to public well-being and overall public
health.
Positive impact (VC) (OO)
Products and services available 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 public and
motivating more people 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 memberships at our
clubs.
Governance (G1)
BUSINESS CONDUCT
Material impact or risk Description
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 management.
We are 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. 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.
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Double materiality assessment
methodology
Our methodology has been refined in line with the
finalized ESRS and latest guidance, informed by
collaboration with industry peers and associations.
These efforts ensure full compliance with DMA-related
requirements by 2024, and we will continue to refine our
approach as standards and regulations 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.
Stakeholder engagement
Stakeholder perspectives were a key input to the double
materiality assessment, informing the identification,
scoring and prioritization of SATS’ material sustainability
topics. Stakeholders were grouped into (i) affected
stakeholders and (ii) users of sustainability information,
with several stakeholders belonging to both categories.
Stakeholder dialogue was conducted through interviews
with internal and external stakeholders, a member survey
covering approximately 20 percent of members across
Norway, Sweden, Denmark and Finland, and management
workshops.
While input from all stakeholders was considered,
particular emphasis was placed on employees, the
Board of Directors, investors and analysts, suppliers and
partners, NGOs and voluntary organizations, unions, and
members. These groups were prioritized due to their
relevance to both impact and financial materiality.
Operational employees across the Nordics
provide first-hand insights into daily operations
and member interactions, identifying
improvement opportunities and sustainability-
related impacts that informed the double materiality
assessment.
Members of the Nordic Management Group and
employees working with sustainability matters
contributed a strategic and managerial perspective,
supporting the assessment of both impact materiality
and financial materiality.
The Board of Directors provided independent
input combining financial oversight and
operational insight, supporting the evaluation
of both impact and financial materiality.
Investors and analysts, as key users of
sustainability information, provided input on
financially material risks and opportunities,
informed by market, regulatory and peer
perspectives.
Selected NGOs, voluntary organizations and
partners contributed perspectives on broader
public health, inclusion and societal impacts,
beyond SATS’ direct member base.
Members provided input on health, well-being
and service accessibility, primarily through
surveys conducted as part of the double
materiality assessment and through ongoing
customer interactions.
Stakeholder engagement
Employees
Board of
Directors
Investors and
analysts
Creditors
Media
Research
and academia
NGOs, voluntary
organizations
and unions
Public
authorithies
Competitors
Suppliers
and partners
Local
communities
Members
Internal External
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
41
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.
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.
Number Key sustainability topics raised through stakeholder dialogue
1
1
SATS’ core activity improves the physical and
mental health of the Nordic population.
2
2
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.
3
3
The value of exercising at SATS goes beyond
mere physical activity and has a social value
through building relations.
4
4
The importance of making SATS more
accessible, where it is necessary to address and
understand various barriers in order to increase
accessibility.
5
5
Being a major industry player comes with
significant responsibility, especially concerning
employees and members, but also when it comes
to environmental considerations.
6
6
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.
7
7
Although environmental considerations often are
given relatively less attention compared to other
factors, SATS strives to lower its environmental
footprint.
Source: sdgs.un.org/goals
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 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 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-
(0-1 year), medium- (1-5 years) and long-term (5+ years)
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
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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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ENVIRONMENT
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
44
statement of the eu taxonomy
for sustainable economic activities
SATS is a non-financial
company subject to the EU
Taxonomy Regulation based on
Article 8 of the regulation and
the simplification measures
introduced by Commission
Delegated Regulation (EU)
2026/73 of 4 July 2025 amending
Delegated Regulation (EU)
2021/2178. 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 2025 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
2025 financial year.
The SATS Group performed in 2025 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 2025, 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
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.
In accordance with the simplification measures
introduced by the amendments to the Taxonomy
Regulation, the materiality principle has been applied on
all activities identified as eligible to assess whether they
qualify as material. If an activity is identified as eligible,
but not material it will not be included in the relevant
table.
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 income statement.
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 9 Intangible assets and Note 11
Property, plant and equipment to the consolidated
balance sheet, complemented by additions/ changes in
IFRS16 classified right-of-use assets as specified in
Note 10 Leases to the consolidated balance sheet.
For more information about CapEx, please see the
SATS Group balance report..
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 income statement.
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45
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:
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.
The materiality principle has been applied to activity
7.3. Although the LED retrofit program and have been
identified as falling within the scope of CapEx, the related
amounts have been assessed as immaterial and are
therefore not included in the table.
7.5 INSTALLATION, MAINTENANCE AND REPAIR
OF INSTRUMENTS AND DEVICES FOR MEASURING,
REGULATION AND CONTROLLING ENERGY
PERFORMANCE OF BUILDINGS
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.
The materiality principle has been applied to activity 7.5.
Although the installation of energy management systems
has been identified as falling within the scope of CapEx,
the related amounts have been assessed as immaterial
and are therefore not included in the table.
7.7 ACQUISITION AND OWNERSHIP OF BUILDINGS
SATS Group does not own any buildings as of 2025. 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.
7.7 ACQUISITION AND OWNERSHIP OF BUILDINGS
We have acquired five new leases in 2025, 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)
As noted above, none of our CapEx related to 7.7 is
aligned. Consequently, there is no requirement to assess
the criteria for “Do No Significant Harm.”
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.
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
46
Proportion of turnover, CapEx, OpEx from products or services associated with Taxonomy-eligible or Taxonomy-aligned economic activities
– disclosure covering year 2025 (summary KPIs)
Financial year 2025
KPI(1) Total(2)
Propotion of Taxonomy eligible activities(3)
Taxonomy aligned activities (4)
Proportion of Taxonomy aligned activities (5)
Environmental objective of Taxonomy aligned activities
Climate Change Mitigation (6)
Climate Change Adaptation (7)
Water (8)
Circular Economy (9)
Pollution (10)
Biodiversity (11)
Proportion of enabling activities (12)
Proportion of transitional activities (13)
Not assessed activities considered non-
material (14)
Taxonomy aligned activities in previous
financial year 2024 (15)
Proportion of Taxonomy aligned activities
in previous financial year 2024 (16)
Text MNOK % MNOK % % % % NOK %
Turnover 5,509 0% 0 0% 0% 0% 0% 0 0%
CapEx 1,139 73% 0 0% 0% 0% 1% 6 1%
OpEx 494 0% 0 0% 0% 0% 0% 0 0%
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
47
Proportion of CapEx from products or services associated with Taxonomy-eligible or Taxonomy-aligned economic activities
– disclosure covering year 2025
Financial year 2025
Economic Activities (1) Code (2)
Taxonomy eligible KPI (Proportion of
Taxonomy eligible CapEx) (3)
Taxonomy aligned KPI (monetary value of
CapEx) (4)
Taxonomy aligned KPI (Proportion of
Taxonomy aligned CapEx) (5)
Environmental objective of Taxonomy aligned activities
Climate Change Mitigation (6)
Climate Change Adaptation (7)
Water (8)
Circular Economy (9)
Pollution (10)
Biodiversity (11)
Enabling activity (12)
Transitional activity (13)
Proportion of Taxonomy aligned in
Taxonomy eligible (14)
Text % MNOK %
(E where
applicable)
(T where
applicable)
%
Acquisition and ownership of buildings CCM 7.7 73% 0 0% 0%
Sum of alignment per objective
Total KPI (CapEx) 73% 0 0% 0% 0% 0%
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
48
climate change (E1)
Material impacts, risks and
opportunities
Reducing greenhouse gas (GHG) emissions globally is
imperative. As a provider of health and fitness services,
SATS’ emissions are limited compared to more industrial
corporations; however, our operations rely on energy and
materials that contribute to GHG emissions and climate
change.
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. While we
do not currently have a formal transition plan, it is at this
stage uncertain whether such a plan will be required,
and if so, when it would be developed. However, we have
established environmental targets and actively work to
meet the growing demand for sustainable products and
services. Sustainability considerations are an integral part
of how we develop and evolve our business.
In 2025, SATS conducted a reassessment of its climate-
related impacts, risks and opportunities in accordance
with ESRS E1, focusing on the resilience of the company’s
strategy and business model in relation to both physical
and transition climate risks.
As part of this assessment, SATS evaluated whether and
how its assets and business activities could be exposed
to climate-related physical hazards over the short- (0-1
year), medium- (1-5 years) and long-term (5+ years).
The assessment considered the nature and geographic
location of SATS’ assets and operations, expected useful
life of SATS’ assets, including the typical duration of lease
agreements and the lifespan of key equipment, and the
characteristics of the climate-related hazards relevant to
the regions in which the company operates.
Physical climate risks were assessed by considering
potential acute and chronic hazards, including
temperature changes, water availability, and other
relevant environmental impacts, and by evaluating the
extent to which SATS’ assets and activities could be
exposed to or sensitive to such hazards. In other words,
SATS has not applied the methodology described in AR
11(c) in full, but has adapted the approach to reflect the
nature, scale and risk profile of the company’s operations.
The assessment did not include quantitative scenario-
based modelling of exposure or sensitivity to physical
climate risks. Based on this assessment, no material
physical climate-related hazards were identified for SATS’
assets or business activities across the assessed time
horizons.
In parallel, SATS assessed potential climate-related
transition risks and opportunities over the short-,
medium- and long-term, taking into account regulatory
developments, market and technological changes,
and potential reputational considerations relevant
to the company’s operations and value chain. This
assessment did not identify any material transition risks
or opportunities at this time.
No material physical or transition climate-related risks or
opportunities were identified. Consequently, no further
assessments of exposure, sensitivity, or climate scenario
analysis were performed.
Based on this assessment, SATS concludes that its
strategy and business model are resilient to identified
climate-related risks and well-positioned to respond to
evolving climate conditions and regulatory requirements.
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.
Our approach to our own operations includes phasing
out cars running on fossil fuels. To address possible
Material impacts, risks and opportunities (IROs)
IDENTIFIED IRO CATEGORY VALUE CHAIN
CO
2
e emissions from our supply chain production, operations and members driving to our
clubs.
\
Upstream
\
Own operations
\
Downstream
Energy used in our daily operations, including energy derived from fossil-based fuels
leading to consumption at our clubs
\
Own operations
Negative Impact Positive impact Risk Opportunity
!
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
49
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.
Policies
To support progress toward emission reduction goals,
SATS has implemented a Sustainable Procurement
Policy. The policy defines obligations for SATS and its
suppliers related to the management of climate change
mitigation impacts, risks, and opportunities. It outlines
our commitment to evaluating the environmental effects
of our procurements, establishing clear and unambiguous
expectations for our suppliers, and assessing whether our
procurement practices support our pathway to achieving
net-zero emissions by 2050. Additionally, it ensures
that the products, services, and initiatives we procure
support the elimination of waste and emissions from
our operations and clubs, as well as energy consumption
from our operations, our two material climate-related
impacts, thereby driving overall sustainability. 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 sustainability 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.
This policy does not address climate change adaptation
or other environmental areas beyond climate change
mitigation. However, we are implementing several actions
to mitigate these areas, as well as our material impacts.
Our organization is in an early phase of developing
structured processes to track the effectiveness of
policies and actions related to material sustainability-
related impacts, risks, and opportunities. While a formal
system for monitoring and evaluation is not yet fully
established, this area has been identified as a priority for
further development.
Similarly, a clearly defined level of ambition for
sustainability goals and a comprehensive set of
qualitative and quantitative performance indicators
are currently under development. We acknowledge the
importance of such frameworks and are committed
to progressively strengthening our governance,
measurement, and reporting practices to ensure that
sustainability initiatives are aligned with strategic
objectives and deliver meaningful 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 d long-term 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.
The majority of our GHG emissions arise from Scope 3
activities in the value chain, limiting direct operational
control but informing targeted reduction measures. 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.
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
50
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 273
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 emission reductions,
the cost of implemented decarbonization actions or the
allocation of CapEx and OpEx required to implement the
actions that are reported in our taxonomy reporting. At
this stage, we do not plan to introduce additional future
actions, as we believe our current initiatives provide
sufficient scope for further emissions reductions.
Our focus is therefore on successful and effective
implementation of these actions rather than introducing
new measures.
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, SATS has
increasingly transitioned to electric vehicles, using fossil
fuel-powered cars only where charging infrastructure is
insufficient.
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, 2025, 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’ energy efficiency measures target the primary
sources of electricity consumption, including 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.
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.
In 2023, SATS initiated a systematic transition of all clubs
to energy-efficient 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
Some 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
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
51
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
Our own operations
During 2025, we took the following actions:
\
We continued to extend the life expectancy of our
equipment park by several years through our repairs
and maintenance program.
\
We transitioned to sustainably produced paper, which
is produced without any fossil CO2 emissions.
\
We implemented energy management systems at
more clubs and enhanced the efficiency of existing
systems where they are already implemented.
\
We replaced 85 percent of paper-based group training
tickets with digital tickets.
Value chain
During 2025, we took the following actions:
\
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.
Future actions
For 2026-2027, we are planning the following actions:
Our own operations
\
We will implement new energy management systems
at more clubs and enhance the efficiency of existing
systems where they are already implemented.
\
In 2026, 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.
Value chain
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.
Target
SATS annually measures and reports greenhouse
gas (GHG) emissions across its operations and value
chain, covering Scope 1, Scope 2 and relevant Scope 3
categories, in accordance with the GHG Protocol. The
emissions data forms the basis for monitoring progress
toward the company’s long-term climate ambitions.
SATS’ climate target is to reduce total GHG emissions
by 30 percent by 2030, using 2022 as the base year, and
to achieve net-zero emissions by 2050. For the purpose
of target tracking, the target is measured on an intensity
basis using number of clubs, reflecting the nature of
SATS’ business model. The target addresses SATS’
material climate-related impacts, which are primarily
linked to energy consumption in clubs and emissions in
the value chain.
To ensure comparability over time, Scope 3 emissions in
2025 have been adjusted for inflation at country level for
categories calculated using spend-based methodologies
from the baseline. This adjustment aims to isolate
changes in emissions from changes in price levels and
provides a more accurate basis for assessing underlying
emissions performance.
In 2022, SATS operated 275 clubs, with total GHG
emissions of 50,846 tCO
2
e, corresponding to an
emissions intensity of 184.89 tCO
2
e per club. In 2025,
SATS operated 273 clubs, while total GHG emissions
amounted to 50,692 tCO
2
e, corresponding to 185.68
tCO
2
e per club. This represents an absolute reduction of
154 tCO
2
e compared to the base year, while emissions
intensity per club increased by 0.43 percent.
Emissions from own operations (Scope 1 and Scope 2,
location-based) continued to decline in 2025, reflecting
the impact of energy efficiency measures and the
ongoing electrification of the vehicle fleet. Scope
3 emissions, which represent the majority of total
emissions, remain the main driver of overall emissions
and continue to be influenced by capital goods and
purchased goods and services.
Progress toward the climate target is monitored
through annual reporting and reviewed periodically
by management and the Board of Directors. SATS
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
52
will c o nti n u e t o f o c u s o n i m pr o vi n g d at a q u alit y,
str e n gt h e ni n g s u p pli er e n g a g e m e nt a n d gr a d u all y
i n cr e a si n g t h e u s e of a cti vit y- b a s e d d at a i n S c o p e 3
c al c ul ati o n s t o e n h a n c e t h e a c c ur a c y a n d r o b u st n e s s of
e mi s si o n s r e p orti n g o v er ti m e.
N ot e E 1. 1 T ot al gr e e n h o u s e g a s
e mi s si o n s i n t h e c o m p a n y’s o p er ati o n s
( S c o p e 1 – 3)
R e p orti n g pri n ci pl e s
T ot al dir e ct a n d i n dir e ct ( S c o p e 1 a n d S c o p e 2)
gr e e n h o u s e g a s e mi s si o n s i n S A T S’ c o n s oli d at e d
o p er ati o n s. E mi s si o n s ar e r e p ort e d b y s e g m e nt. G H G
e mi s si o n s ar e c al c ul at e d b a s e d o n t h e pri n ci pl e s of t h e
G H G Pr ot o c ol.
Dir e ct gr e e n h o u s e g a s e mi s si o n s ( S c o p e 1) ar e
c al c ul at e d b a s e d o n t h e dir e ct e mi s si o n s fr o m o ur
c o m p a n y c ar s si n c e S A T S d o e s n ot c o n s u m e a n y f o s sil
f u el ot h er t h a n t hr o u g h c o m p a n y c ar s. T h e r e p ort e d
dir e ct e mi s si o n s ar e c o m p ar a bl e t o S c o p e 1 e mi s si o n s
a s d efi n e d i n t h e G H G Pr ot o c ol. All r e p ort e d gr e e n h o u s e
g a s e mi s si o n s ar e c o n v ert e d t o C O 2 e q ui v al e nt s
( C O 2 e). T h e c al c ul ati o n m et h o d i s a cti vit y- b a s e d d at a
wit h D E F R A’ s G o v er n m e nt Gr e e n h o u s e G a s C o n v er si o n
F a ct or s. E mi s si o n s r el at e d t o n o n- el e ctri c c o m p a n y
c ar s a m o u nt e d t o 1 3 9 t C O
2
e, d o w n 0. 7 p er c e nt fr o m
2 0 2 4. S A T S d o e s n ot c o n s u m e a n y f o s sil f u el ot h er t h a n
t hr o u g h c o m p a n y c ar s. T h e t ot al S c o p e 1 e mi s si o n s t h u s
t ot al e d 1 3 9 t C O
2
e, w hi c h i s e q ui v al e nt t o 0. 3 p er c e nt of
t h e t ot al e mi s si o n s b y t h e c o m p a n y. W h e n pr e p ari n g t h e
i nf or m ati o n o n gr o s s S c o p e 1 w e h a v e n ot i n cl u d e d a n y
r e m o v al s or a n y c ar b o n cr e dit s or G H G all o w a n c e s i n t h e
c al c ul ati o n of S c o p e 1 G H G e mi s si o n s.
I n dir e ct gr e e n h o u s e g a s e mi s si o n s ( S c o p e 2) ar e
c al c ul at e d b a s e d o n S A T S’ el e ctri cit y c o n s u m pti o n.
R e p ort e d i n dir e ct e mi s si o n s c o v er gr e e n h o u s e g a s
e mi s si o n s fr o m p ur c h a s e d el e ctri cit y a n d e mi s si o n s fr o m
S A T S g y m s a n d offi c e s. T h e r e p ort e d i n dir e ct e mi s si o n s
ar e c o m p ar a bl e t o S c o p e 2 e mi s si o n s a c c or di n g t o t h e
G H G Pr ot o c ol. W e r e p ort i n dir e ct e mi s si o n s a c c or di n g
t o a cti vit y- b a s e d d at a wit h AI B G u ar a nt e ei n g t h e ori gi n
of E ur o p e a n e n er g y’ s e mi s si o n f a ct or s. T h e l o c ati o n-
b a s e d el e ctri cit y e mi s si o n s w er e 3, 2 7 4 t C O
2
e i n 2 0 2 5,
r e pr e s e nti n g a 1 3. 4 p er c e nt d e cr e a s e c o m p ar e d t o 2 0 2 4.
I n dir e ct ( S c o p e 3) G H G e mi s si o n s e n c o m p a s s
e mi s si o n s a s s o ci at e d wit h v ari o u s a cti viti e s, i n cl u di n g
p ur c h a s e d g o o d s a n d s er vi c e s, f u el- a n d e n er g y-r el at e d
a cti viti e s, u p str e a m a n d d o w n str e a m tr a n s p ort ati o n
a n d di stri b uti o n, a n d pr o c e s si n g of s ol d pr o d u ct s f or
t h e w h ol e S A T S Gr o u p. S A T S i ntr o d u c e d it s S c o p e
1 – 3 e mi s si o n s f or t h e fir st ti m e i n 2 0 2 1 a n d h a s si n c e
a d o pt e d 2 0 2 2 a s t h e b a s e y e ar. T h e s e e mi s si o n s ar e
c al c ul at e d a n d r e p ort e d b a s e d o n a cti vit y- b a s e d a n d
s p e n d- b a s e d d at a, utili zi n g w ell k n o w n a n d r e c o g ni z e d
e mi s si o n f a ct or s s u c h a s D E F R A’ s G o v er n m e nt
Gr e e n h o u s e G a s C o n v er si o n F a ct or s, AI B G u ar a nt e ei n g
t h e Ori gi n of E ur o p e a n E n er g y, D F Ø Dir e kt or at et f or
F or v alt ni n g o g Ø k o n o mi st yri n g, a n d S S B St ati sti s k
S e ntr al b yr å. I n 2 0 2 5, S c o p e 3 e mi s si o n s i n cr e a s e d b y
6. 4 p er c e nt t o 4 8, 4 7 9 t C O
2
e, pri m aril y d u e t o i n cr e a s e d
i n v e st m e nt i n c a pit al g o o d s. W e s e e a n o p p ort u nit y f or
S A T S t o l e v er a g e it s i nfl u e n c e o n v e n d or s a n d p art n er s
t o f urt h er r e d u c e t h eir G H G e mi s si o n s. W h e n pr e p ari n g
t h e i nf or m ati o n o n gr o s s S c o p e 3, 0. 7 p er c e nt of t h e G H G
e mi s si o n s ar e c al c ul at e d u si n g pri m ar y d at a o bt ai n e d
fr o m s u p pli er s or ot h er v al u e c h ai n p art n er s.
F or S c o p e 3, c at e g or y 7, w e h a v e a s s e s s e d t h e a v ail a bilit y
of r el e v a nt d at a. I n li n e wit h g ui d a n c e, c at e g ori e s s h o ul d
b e e sti m at e d t o t h e b e st of o ur a bilit y w h er e d at a i s n ot
r e a dil y a v ail a bl e. W e h a v e p erf or m e d a n a s s e s s m e nt
a n d c o n cl u d e d t h at a n y e sti m at e f or c at e g or y 7 w o ul d
b e a s s o ci at e d wit h hi g h u n c ert ai nt y a n d i s c o n si d er e d
i m m at eri al. T h er ef or e, it h a s b e e n e x cl u d e d fr o m t h e
cli m at e a c c o u nt s.
C at e g ori e s 8 – 1 0 a n d 1 5 h a v e b e e n e x cl u d e d a s t h e
r el at e d a cti viti e s f all o ut si d e t h e s c o p e of o ur o p er ati o n s
a n d v al u e c h ai n.
C LI M A T E A C C O U N T S
R etr o s p e cti v e Mil e st o n e s a n d t ar g et y e ar s
B a s e y e ar
2 0 2 2
2 0 2 4 2 0 2 5 % 2 0 3 0 2 0 5 0
A n n u al
% t ar g et
/ B a s e y e ar
S c o p e 1 G H G e mi s s o n s
Gr o s s S c o p e 1 G H G e mi s s o n s (t C O
2
e q) 1 5 5 1 4 0 1 3 9 - 1. 4 %
P er c e nt a g e of S c o p e 1 G H G e mi s si o n s fr o m
r e g ul at e d e mi s si o n tr a di n g s c h e m e s %
0 % 0 % 0 % 0 %
S c o p e 2 G H G e mi s s o n s
Gr o s s l o c ati o n- b a s e d S c o p e 2 G H G e mi s s o n s
(t C O
2
e q)
3, 3 4 6 3, 7 8 1 3, 2 8 7 - 1 3. 1 %
Gr o s s m ar k et- b a s e d S c o p e 2 G H G e mi s s o n s
(t C O
2
e q)
1 8, 5 4 5 3 1, 4 7 1 2 6, 2 8 4 - 1 6. 5 %
Si g nifi c a nt s c o p e 3 G H G e mi s si o n s
T ot al Gr o s s i n dir e ct ( S c o p e 3) G H G e mi s si o n s
(t C O
2
e q)
4 7, 3 4 5 4 5, 5 7 1 4 8, 4 7 9 6. 4 %
1 P ur c h a s e d g o o d s a n d s er vi c e s 3 0, 8 8 7 2 9, 5 4 4 3 0, 4 3 0 3. 0 %
2 C a pit al g o o d s 7, 2 3 2 8, 3 0 8 9, 4 1 0 1 3. 3 %
3 F u el a n d e n er g y-r el at e d A cti viti e s
( n ot i n cl u d e d i n S c o p e 1 or S c o p e 2)
1, 1 4 4 1, 2 0 4 1, 1 8 1 - 1. 9 %
4 U p str e a m tr a n s p ort ati o n a n d di stri b uti o n 5 0 6 0 9 8 6 4. 5 %
5 W a st e g e n er at e d i n o p er ati o n s 4 3 1 7 9 - 4 5. 6 %
6 B u si n e s s tr a v eli n g 4 5 3 5 4 0 5 1 4 - 4. 8 %
7 E m pl o y e e c o m m uti n g 0 0 0 0 %
8 U p str e a m l e a s e d a s s et s 0 0 0 0 %
9 D o w n str e a m tr a n s p ort ati o n 0 0 0 0 %
1 0 Pr o c e s si n g of s ol d pr o d u ct s 0 0 0 0 %
1 1 U s e of s ol d pr o d u ct s 1, 0 4 1 1, 0 5 0 1, 2 3 0 1 7. 2 %
1 2 E n d- of-lif e tr e at m e nt of s ol d pr o d u ct s 6, 4 8 1 4, 8 5 0 5, 6 0 6 1 5. 6 %
1 3 D o w n str e a m l e a s e d a s s et s 1 3 0 0 0 %
1 4 Fr a n c hi s e s 1 0 0 0 %
1 5 I n v e st m e nt s 0 0 0 0 %
T ot al G H G e mi s si o n
T ot al G H G e mi s si o n (l o c ati o n- b a s e d) (t C O
2
e q) 5 0, 8 4 6 4 9, 4 9 2 5 1, 9 0 5 4. 9 % - 3 0 %¹ 0 3. 7 5 %
T ot al G H G e mi s si o n ( m ar k et- b a s e d) (t C O
2
e q) 6 6, 0 4 5 7 7, 1 8 2 7 4, 9 0 1 - 3. 0 %
T O T A L G H G E MI S SI O N B Y C O U N T R Y F O R T H E Y E A R 2 0 2 5
N or w a y S w e d e n D e n m ar k Fi nl a n d
T ot al G H G e mi s si o n (l o c ati o n- b a s e d) (t C O
2
e q) 2 1, 6 7 2 1 7, 3 3 9 5, 5 9 6 7, 2 9 8
T ot al G H G e mi s si o n ( m ar k et- b a s e d) (t C O
2
e q) 3 8, 5 6 7 1 8, 7 7 4 7, 8 7 0 9, 6 9 0
1. T h e 3 0 % r e d u cti o n t ar g et r ef er s t o a G H G i nt e n sit y r e d u cti o n p er cl u b, m e a s ur e d a s t ot al G H G e mi s si o n s (t C O ₂ e) p er cl u b, c o m p ar e d t o t h e 2 0 2 2 b a s eli n e.
M A N A G E M E N T’ S R E VI E W B O A R D O F DI R E C T O R S’ R E P O R T C O N T E N T SFI N A N CI A L S T A T E M E N T S
5 3
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
2025 2024
Total fossil energy consumption (MWh) 49,200 61,444
Share of fossil sources in total energy consumption (%) 51.93% 60.62%
Consumption from nuclear sources (MWh) 22,438 19,736
Share of consumption from nuclear sources in total energy consumption (%) 23.68% 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) 23,111 20,176
The consumption of self-generated non-fuel renewable energy (MWh) 0 0
Total renewable energy consumption (MWh) 23,111 20,176
Share of renewable sources in total energy consumtion (%) 24.39% 19.91%
Total energy consumption (MWh) 94,749 101,356
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 1 and 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 1 and 2
emissions, divided by total employees.
ENERGY INTENSITY
2025 2024
Energy consumption MWh/total revenues (NOK million) 17.2 20.0
Energy consumption MWh/employees 9.2 10.3
GHG EMISSIONS INTENSITY
2025 2024
Tonnes CO2e/total revenues (NOK million) 0.6 0.7
Tonnes CO2e/employee 0.3 0.4
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
54
Social
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
55
own workforce (s1)
Material impacts, risks and
opportunities and policies
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 material operational risk.
SATS’ strategy prioritizes employee well-being and
professional growth as key enablers of operational
performance and member experience. 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
Our approach
SATS’ policies are designed to respect human rights,
ensure decent working conditions, and support
responsible business conduct across operations and the
value chain. As the leading fitness provider in the Nordic
region, our core mission is to promote health and well-
being through physical activity. Achieving this mission
requires high ethical standards and a strong culture of
integrity throughout the organization.
Our commitment to responsible business conduct is
anchored in a comprehensive set of internal policies
that apply to employees, board members, contractors,
suppliers, and other relevant stakeholders.
SATS’ key policies for integrity,
sustainability, and human rights
\
SATS Code of Conduct
\
SATS Anti-Corruption and Bribery Policy
\
SATS Equal Opportunity and Diversity Policy
\
SATS Health and Safety Policy
\
SATS Privacy Policy
\
SATS Purchasing Policy
\
SATS Sustainable Procurement Policy
\
SATS Supplier Code of Conduct
\
SATS Whistleblower Policy
These policies guide our behavior, decision-making, and
day-to-day operations, ensuring that SATS complies with
applicable legal frameworks, meets ethical expectations,
and aligns with international human rights and labor
standards. They also set clear expectations for business
partners and suppliers, enabling us to uphold responsible
practices across our value chain.
Our account of 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) is included in this report section
on Human rights and Business conduct. A separate
transparency act statement, signed by the Board of
Directors, is published on our website annually.
Our assessment has, in accordance with Section 4 of the
Norwegian Transparency Act, consisted of the following
phases: identifying, assessing, acting, monitoring and
communicating risks and impacts, as well as embedding
responsible business conduct into SATS’ policies to the
extent not already covered. The assessment has been
carried out considering the size of our business, nature
of our operations, the context of our operations and the
severity and probability of impact to human rights and
working conditions caused by our operations.
We are using the OECD’s Due Diligence Guidance for
Responsible Business Conduct to help structure our own
due diligence process, as illustrated by the figure on the
next page.
SATS has in 2025 not identified any actual adverse
impacts on fundamental human rights or decent working
conditions through our due diligence assessments.
We have also not uncovered any significant risks that
require corrective action beyond our existing policies and
procedures.
Material impacts, risks and opportunities (IROs)
IDENTIFIED IRO CATEGORY VALUE CHAIN
Recruiting and advancing women and under-represented groups, and working to ensure
that they stay at SATS.
\
Upstream
\
Own operations
\
Downstream
Career progression through training and development.
\
Own operations
Diversity resulting in innovative thinking and approaches.
\
Own operations
Failure to attract, motivate and retain the right employees could affect our member
experience and increase churn.
!
\
Own operations
Negative Impact Positive impact Risk Opportunity
!
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
56
Since no actual adverse impacts or significant risks have
been identified, SATS has not implemented any specific
corrective measures. We continue to maintain and
strengthen our existing governance framework, including
our policies, supplier requirements, and whistleblowing
system. No specific results are expected, as no risk-
related interventions have been necessary.
Human rights
SATS’ Code of Conduct 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
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 sustainability 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.
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 have identified three key risk elements for
the business: hiring mistakes, high turnover, and cultural
misalignment. Each of these factors can individually and
collectively impact productivity, stability, and the long-
term development of the organization.
2. Source: Figure based on the OECD Due Diligence Guidance for Responsible Busines Conduct
2.
Identify and assess
adverse impact
In operations, supply chains
and business relationships
3.
Cease, prevent, or
mitigate
Adverse impact
4.
Track
Implementation and results
5.
Communicate
How impacts are addressed
1.
Policies and management
systems responsible
business conduct
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
57
To mitigate these risks, we have established a thorough,
multi-step recruitment process designed to secure
the best-fit candidates from the outset. This process
includes tools such as pre-employment assessments to
evaluate skills, competencies, and cultural alignment, as
well as structured interviews to ensure consistency and
objectivity. We also conduct comprehensive reference
checks and background verifications and invest in
training for hiring managers to minimize unconscious
bias and improve decision quality. Post-hiring, we utilize
probationary periods and robust onboarding programs to
ensure smooth integration into the role.
As a large company with over 500 leaders and 10,000
employees, we have implemented digital processes
that enable systematic follow-up. We continuously
track data both from the recruitment experience and at
club level covering metrics such as turnover, sick leave,
turnover within the first 90 days, number of passive
employees, and engagement factors. This allows us
to work proactively with our people-related factors in
daily operations. In 2025, we also introduced on- and
offboarding surveys to gain deeper insights into how
we are perceived as an employer and identify areas for
improvement.
By continuously refining our recruitment strategies and
leveraging data-driven follow-up, we reduce the risks
associated with hiring mistakes, turnover, and cultural
challenges, strengthening our ability to build a robust and
cohesive organization.
Employee dialogue
When operational changes may affect employees,
SATS engages in structured dialogue with
workforcerepresentatives in accordance with local
legislation and collective agreements. 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. 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 Chief People & Operations Officer 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 more
than 10,000 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,
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
direct 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 Whistleblowing
system provides 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.
Employee notice regarding
operational changes
Norway
All changes that affect the employees 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.
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
58
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.
SATS promotes equal treatment and inclusion through
structured practices, training and leadership role-
modelling, despite the absence of a standalone
discrimination policy. 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 tech
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.w All SATS employees
should receive a fair salary based on their role, experience
and level of education.
In 2025, we received one report of incident related to
discrimination. We also recognize that discrimination
can occur in society in various forms and is not always
detected or reported. With 273 clubs and over 49 million
visits annually, it is realistic to assume that we are not
completely shielded from such issues.
However, our latest employee survey shows that
98 percent of our employees have not experienced
discrimination at work. This is a strong indication that
we have a safe and inclusive culture, but our goal is, of
course, for that number to reach 100 percent.
We will therefore continue to raise awareness about
discrimination and strengthen preventive measures
always guided by a clear zero-tolerance policy.
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 43 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
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59
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.
While we do not currently have full data on participation
in regular performance and career development reviews
or on average training hours by gender, available data
shows that average training hours per employee are
approximately 1.9. We are satisfied with this level,
particularly in light of the fact that nearly 50 percent
of our workforce consists of part-time employees,
many of whom work with us alongside another primary
occupation. In terms of participation in performance
and development reviews, approximately 65 percent of
managers have completed such reviews.
Actions
Our own operations
During 2025, we have implemented several key initiatives
to further strengthen our areas pertaining to our
employees.
\
We have developed a significantly improved
onboarding program for Club Managers, the leadership
role we have the most of and which has the greatest
impact on operations. The program, which received
very good feedback during the pilot phase, combines
theory and practice through both physical and digital
training, supported by close follow-up from a mentor
and our Learning & Development team.
\
We have introduced a digital workplace platform
built for all our frontline teams. It centralizes task
management, communication, and employee
training into a single mobile app to replace paper
processes and scattered tools. The platform helps
managers track store operations in real time while
keeping employees engaged through social-style
communication and microlearning. Its overall goal
is to boost operational consistency, efficiency, and
workforce engagement.
\
We streamlined our processes for recruitment,
contract management, onboarding, and follow-up
(including one-on-one and performance reviews)
into a single system, creating seamless and efficient
workflows and better follow up.
\
We developed a reporting- and analytics tool that
provides real-time data and significantly better
insights into all our people-related areas and the daily
operations of our clubs.
Future actions
For 2026-2027, we are planning the following actions:
\
Build a unified service and hospitality standard across
all clubs with a strong training platform connected.
\
Strengthen operational routines and quality assurance
through continuing the development of our new
operational platform.
\
Expand with new leadership development programs
for all management levels
\
Implement better systems to secure strong
compliance with new EU pay transparency
requirements.
Target
SATS annually measures the level of engagement and
well-being among its employees through an employee
survey. Until 2024, the survey used a scale of 1 to 5,
with 5 being the highest. In 2025, we changed our
survey provider and adopted a new
scale ranging from 0 to 100, with
100 being the highest score. The
questions remain largely the same as
before, but due to the new scale, the
reference index has been adjusted.
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 (74 for 2025). 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 83 in the 2025
survey, which we believe to be consistent with the score
of 4.2 in 2024. 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.
In November 2025, the survey achieved a strong
participation rate at 68 percent, compared to 57 percent
in 2024. This is not sufficient, and our goal is to have
a participation rate of 70 percent. We believe that the
participation rate falling below the target is primarily due
to the high proportion of part-time employees. However,
the participation rate continued to show high levels
of engagement across the organization. The overall
engagement index remains well above relevant industry
benchmarks. The engagement index score has improved
compared to previous surveys and is also well above
benchmarks.
Key strengths highlighted by employees include
autonomy, recognition, enthusiasm, and a supportive
work environment. At the same time, the survey identifies
areas for further improvement, such as communication,
feedback culture, and workload management. SATS
remains committed to continuous improvement
by focusing on leadership development, clear
communication, and initiatives that support employee
growth and well-being.
The company’s ambition is to maintain engagement
levels above industry standards and to further increase
participation in future surveys. These efforts are integral
to ensuring a positive workplace culture and delivering on
SATS’ strategic goals.
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
2025
83
74Reference
index
68%
In 2025, SATS changed its survey provider
and therefore adopted a new scale.
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
60
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 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 2025
Number of employees (head count)
Male 7,241
Female 3,045
Other 5
Not reported 0
Total employees 10,291
Number of employees (head count)
Norway 4,809
Sweden 3,506
Denmark 1,014
Finland 962
Female Male Other Not disclosed Total
Number of employees (head count)
Number of employees 7,241 3,045
5
10,291
Number of temporary employees 607 304
0
911
Number of full-time employees 607 372
0
979
Number of part-time employees 6,634 2,673
5
9,312
KEY EMPLOYEE STATISTICS FOR 2025
Norway Sweden Finland Denmark Total
Employment
Number of employees 4,809 3,506 962 1,014 10,291
Number of full time equivalents 924 866 254 228 2,272
Of which are on permanent contracts 89% 88% 99% 98% 90%
Of which are on temporary contracts 11% 12% 1% 2% 10%
Of which are on fixed paid contracts 9% 14% 11% 9% 11%
Of which are on hourly paid contracts 91% 86% 89% 91% 89%
Number of GX instructors 2,454 1,456 486 415 4,811
Number of Personal Trainers 424 486 116 120 1,146
Number of employees at the Service office 211 162 42 28 443
Sick leave 4.0% 4.5% 8.4% 4.5% 5.3%
Diversity
Percentage of women, total 73% 67% 84% 56% 70%
Percentage of women among leaders
1
73% 67% 84% 56% 70%
Percentage of women, Group Management 60%
Total number of women, Nordic Management Group 6
Percentage of women, Board of Directors 44%
Percentage of employees below age 30 44% 40% 44% 50% 43%
Percentage of employees between age 30-50 42% 44% 49% 32% 42%
Percentage of employees above age 50 14% 17% 7% 18% 14%
1. Defined as persons having personnel responsibility
Equal salary
Ratio of salary for woman to men, fixed paid contracts 91% 104% 92% 93% 92%
Ratio of salary for woman to men, hourly paid contracts 102% 112% 107% 110% 107%
Part time
Part time woman 93% 91% 90% 92% 92%
Part time men 86% 88% 88% 91% 88%
Part time other 0% 0% 0% 0% 0%
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
61
NUMBER OF NEW EMPLOYEES DURING THE YEAR
Norway Sweden Finland Denmark Total
Female 638 409 123 135 1305
Male 267 217 21 126 637
Other
0 1 0 0 1
NUMBER OF CONSULTANTS
Norway Sweden Finland Denmark Total
Female 44 3 1 2 50
Male 44 0 0 4 48
Other 0 4 1 0 5
EMPLOYEE TURNOVER AND SICK LEAVE
# Employee turnover 2,400.00
% Employee turnover 23.33%
Long term sick leave: Employee ID and # months 0.90%
Short term sick leave: Employee ID and # days/months 2.00%
Note: The increase in turnover is partly driven by one-off effects related to improved data quality.
INCIDENTS, COMPLAINTS AND SEVERE HUMAN RIGHTS IMPACTS
Number of complaints filed through channels for people in own workforce to raise concerns 228
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
Category Hours
Percentage of employees that participated in regular performance and career development reviews 1,926
Average number of training hours by gender 19,775
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 woman 4,349 1,128 581 351 6,409
Total weeks parental leave men 680 308 6 85 1,079
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) 101% 99% 102% 100% 98%
Average fixed pay: Employees at clubs (ratio women to men) 102% 110% 100% 100% 104%
Average fixed pay: Administrative employees (ratio women to men) 100% 116% 86% 76% 97%
Average hourly pay: Employees at clubs (ratio women to men) 97% 96% 92% 101% 95%
Average hourly pay: Administrative employees (ratio women to men) 99% 92% 131% 111% 108%
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
62
Consumers and end-users (s4)
Material impacts, risks and
opportunities and policies
In our DMA, SATS identified members’ individual health
and well-being, public health and product accessibility
as material 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 members, potential members and the
general public within the scope of ESRS disclosures
on consumers and end-users. 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
Actions.
Policies
The identified material impacts and opportunities are
some of the areas where we experience 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. Due to the nature
of the material impacts identified in the DMA and the
lack of necessity, we currently have no policy targeting
consumers and end users, nor are we planning to
implement one.
Strategy
SATS’ strategy focuses on encouraging regular physical
activity and maximizing the value of each club visit
for members. 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
Material impacts, risks and opportunities (IROs)
IDENTIFIED IRO CATEGORY VALUE CHAIN
Members’ individual health and well-being.
\
Own operations
\
Downstream
Contributing and positively affecting public health.
\
Own operations
\
Downstream
Products and services available for all.
\
Own operations
Effectively inspiring the public and motivating more people to embrace fitness can lead to
a significant increase in new club memberships.
\
Own operations
Negative Impact Positive impact Risk Opportunity
!
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
63
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’
desires and needs while maintaining a strong positive
impact.
Public health
Public health represents a material positive sustainability
impact for SATS and a driver of long-term member
growth. This impact is consistently highlighted as
material through stakeholder engagement and reflects
SATS’ role in promoting physical and mental well-being
across the Nordic population. Improved public health
generates substantial societal value through increased
quality of life, reduced disease burden and lower
healthcare-related costs.
As the leading health and fitness provider in the Nordic
region, SATS contributes to public health primarily by
motivating regular physical activity among members and
the wider population. This contribution also represents
a financial opportunity, as improved public health
outcomes are closely linked to increased demand for
SATS’ services.
To measure this impact, SATS has introduced a target
to annually quantify quality-adjusted life years (QALYs)
generated by members’ physical activity at SATS clubs,
based on World Health Organization (WHO) physical
activity recommendations. The assessment estimates
the socio-economic welfare gains associated with
members achieving recommended activity levels.
In 2025, SATS members meeting WHO physical
activity recommendations generated 18,400 QALYs,
corresponding to an estimated socio-economic benefit
of NOK 25 billion. While this reflects a significant positive
impact, it also indicates substantial untapped potential,
as a large share of the adult population does not meet
global activity guidelines and the Nordic population is
aging. Expanding access to SATS’ products and services
therefore represents both a public health opportunity and
a requirement for continued investment.
SATS’ public health contribution is supported by
initiatives aimed at lowering barriers to participation,
including youth-focused activation programs, accessible
membership models and community-building activities
within clubs. In addition, SATS promotes holistic well-
being through offerings related to nutrition, mindfulness
and mental health, aligned with Nordic Nutrition
Recommendations and supported by partnerships with
expert organizations. These initiatives are designed
to ensure safe, inclusive and supportive training
environments for all members.
RESEARCH ON PUBLIC HEALTH WITH LEADING
INSTITUTIONS
SATS collaborates with leading research institutions
to strengthen evidence-based training practices and
contribute to public health. In Norway, SATS supports
the NorEx study in partnership with NTNU and the
Norwegian Directorate of Health – the world’s largest
research project on exercise after myocardial infarction.
SATS contributes by providing free memberships to
study participants, enabling safe and regular training
throughout the project period, running until 2028.
In Sweden, SATS partners with the Swedish School
of Sport and Health Sciences (GIH) through the
E-PABS research center, focusing on physical activity,
sustainability and brain health. The collaboration gives
SATS employees access to research-based insights and
expert support, helping ensure that member guidance
and service development are aligned with the latest
scientific knowledge.
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 that our retail shops, 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.
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.
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
64
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.
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
whistleblower 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.
Actions
Our own operations
During 2025, we took the following actions:
\
We developed new group classes and training
concepts to engage new customer segments, such as
senior participants, as part of our ongoing efforts to
activate and include more members.
\
Expanded our Personal Training boot camp offering
from six to 18 concepts to be more inclusive for
members and non-members with different interest and
skill levels
\
Clarified and enhanced standards for adapting gender
neutral restroom and changing facilities when building
new clubs to ensure that all individuals feel welcome
and comfortable at our clubs.
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65
Future actions
For 2026-2027, we are planning the following actions:
\
We will continue to improve our tools for scheduling
of group class timetables to ensure optimal reach and
participation across member groups.
\
Invest further in support and development of
our instructors, as they form the foundation for
maintaining a high volume of classes delivered with
consistently high quality.
\
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.
Value chain
During 2025, we took the following actions:
\
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.
Future actions
For 2026-2027, we are planning the following actions:
\
We will seek new partnerships with organizations,
communities, health and wellness brands, nutrition
providers, and healthcare professionals to expand
our value proposition and offer more comprehensive
services to our members.
Targets
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 2025, the total number of workouts completed by our
members at our fitness clubs was 49.4 million, while our
member base grew from 733,000 to 755,000 (3 percent).
This constitutes a year-over-year increase in member
workout frequency of 6.2 percent, surpassing the total
number of workouts in 2024, surpassing the growth of
the member base in 2025. In comparison, in 2024, the
total number of workouts was 46.5 million, with the
member base increasing from 731,000 to 733,000 (0.3
percent). This resulted in a 5 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.
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 2025, our members collectively generated
approximately 18,400 QALYs, while our member
base grew from 733,000 to 755,000 (3 percent). This
constitutes a year-over-year increase in QALY of 6.4
percent, surpassing the growth of the member base. In
comparison, in 2024, our members collectively generated
approximately 17,300 QALYs through their active
participation, with the member base increasing from
731,000 to 733,000 (0.3 percent). This resulted in a 5
percent increase in QALY, again surpassing the growth of
the member base.
TARGET RELATED TO MEMBERS’ INDIVIDUAL HEALTH AND WELLBEING
2022 2023 2024 2025
Members 721,000 731,000 733,000 755,000
Member growth 8% 1.4% 0.3% 3%
Number of workouts 37.7 million 43.2 million 46.5 million 49.4 million
Workout growth 45% 7.6% 5% 6.2%
TARGET RELATED TO PUBLIC HEALTH
2022 2023 2024 2025
QALY 13,000 16,000 17,300 18,400
QALY growth 23.1% 5% 6.4%
Members 721,000 731,000 733,000 755,000
Members growth 8% 1.4% 0.3% 3%
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
66
GOVERNANCE
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
67
business conduct (G1)
Material impacts, risks and
opportunities
At SATS 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 alignment between SATS’ values,
behaviors and daily practices is the reason we identified a
strong corporate culture as a material positive impact in
the DMA.
SATS conducts its operations in accordance with
applicable laws, regulations and high standards of
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
defines mechanisms for identifying, reporting, and
investigating suspected violations of laws or the 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 & Compliance 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.
SATS investigates 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,
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.
To maintain high ethical standards, SATS provides
employees, members and external parties secure
channels to report suspected misconduct. 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.
Material impacts, risks and opportunities (IROs)
IDENTIFIED IRO CATEGORY VALUE CHAIN
Strong corporate culture and great working environment.
\
Upstream
\
Own operations
\
Downstream
Strong supplier management.
\
Upstream
\
Own operations
\
Downstream
Negative Impact Positive impact Risk Opportunity
!
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
68
\
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.
Only SATS ’designated whistleblower team has access
to reports, and all cases are handled in accordance
with confidentiality and data protection requirements.
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.
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 working with
reputable suppliers that actively manage sustainability
risks and promote 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.
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.
Strategy
Performance management processes support cultural
development efforts, ethical conduct and accountability
across the organization. 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.
Actions
Our own operations
During 2025, we took the following actions:
\
We have initiated the search for an automated
screening solution to support due diligence of
suppliers and third-party vendors.
Future actions
For 2026-2027, we are planning the following actions:
Our own operations
\
We will continue to explore purchase-to-pau solutions
to create a more seamless and efficient payment
process.
\
We will streamline and strengthen our due diligence
processes by progressing the implementation of an
automated screening solution for suppliers and third-
party vendors. This includes further integrating the
solution into existing procurement and compliance
processes to ensure more consistent, efficient, and
risk-based due diligence across the organization.
Targets
SATS measures employee advocacy annually using
the Employee Net Promoter Score (eNPS) 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 30 are considered
favorable.
In November 2025, the SATS group achieved an eNPS
score of 37, compared to 23 in 2024 and 19 in 2023. 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
30
35
40
2025202420232022
16
19
23
32
Reference
index
Reference index
37
10
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
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
69
ESRS2
Appendix
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.
SUS
Sustainability statements
CG
Corporate Governance
FS
Financial statements
DISCLOSURE
REQUIREMENT
CROSS-CUTTING STANDARDS
SECTION/
REPORT
PAGE
ADDITIONAL
INFORMATION
ESRS 2 General disclosures
BP-1
General basis for preparation of
sustainability statements
SUS 33, 34
BP-2
Disclosures in relation to
specific circumstances
SUS 34
GOV-1
The role of the administrative,
management and supervisory
bodies
CG 34, 35
GOV-2
Information provided to
and sustainability matters
addressed by the undertaking’s
administrative, management
and supervisory bodies
SUS 35
Audit Committee and
Sustainability
Committee
GOV-3
Integration of sustainability-
related performance in incentive
schemes
SUS 34
GOV-4 Statement on due diligence SUS 35
GOV-5
Risk management and internal
controls over sustainability
reporting
SUS 35, 36
SBM-1
Strategy, business model and
value chain (products, markets,
customers)
SUS 36, 37
Strategy, business model and
value chain (headcount by
country)
FS
Strategy, business model and
value chain (breakdown of
revenue)
FS
SBM-2
Interests and views of
stakeholders
SUS 38
SBM-3
Material impacts, risks and
opportunities and their
interaction with strategy and
business model
SUS 39
IRO-1
Description of the processes
to identify and assess material
impacts, risks and opportunities
SUS 42, 43, 44
IRO-2
Disclosure requirements in ESRS
covered by the undertaking’s
sustainability statement
SUS 71, 72
DISCLOSURE
REQUIREMENT
ENVIRONMENTAL STANDARDS
SECTION/
REPORT
PAGE
ADDITIONAL
INFORMATION
ESRS E1 Climate Change SUS
ESRS 2, GOV 3
Integration of sustainability-
related performance in incentive
schemes
SUS 50
E1-1
Transition plan for climate
change mitigation
SUS 50
ESRS 2, SBM 3
Material impacts, risks and
opportunities, and their
interaction with strategy and
business model
SUS 50, 51
ESRS 2, IRO-1
Description of the processes
to identify and assess material
climate related impacts, risks
and opportunities
SUS 50, 51, 52
E1-2
Policies related to climate
change mitigation and
adaptation
SUS 51
E1-3
Actions and resources in
relation to climate change
policies
SUS 52, 53
E1-4
Targets related to climate
change mitigation and
adaptation
SUS 53, 54
E1-5 Energy consumption and mix SUS 55
E1-6
Gross Scopes 1, 2, 3 and total
GHG emissions
SUS 54
E1-7
GHG removals and GHG
mitigation projects financed
through carbon credits
- NR
E1-8 Internal carbon pricing - NR
E1-9
Anticipated financial effects
from material physical and
transition risks and
potential climate-related
opportunities
- NR
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
70
DISCLOSURE
REQUIREMENT
SOCIAL STANDARDS
SECTION/
REPORT
PAGE
ESRS S1 Own workforce SUS
ESRS 2, SBM-2 Interests and views of stakeholders SUS 57
ESRS 2, SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model SUS 57, 58, 59
S1-1 Policies related to own workforce SUS 57, 58
S1-2
Processes for engaging with own workers and workers’ representatives
about impacts
SUS 58, 59
S1-3 Processes to remediate negative impacts and channels for own workers to raise concerns SUS 58, 59
S1-4
Taking action on material impacts on own workforce, and approaches to
mitigating material risks and pursuing material opportunities related to
own workforce, and effectiveness of those actions
SUS 61
S1-5
Targets related to managing material negative impacts, advancing
positive impacts, and managing material risks and opportunities
SUS 61
S1-6 Characteristics of the undertaking’s employees SUS 62
S1-7
Characteristics of non-employee workers in the undertaking’s own
workforce
- 62, 63
S1-8 Collective bargaining coverage and social dialogue SUS NR
S1-9 Diversity metrics SUS 62
S1-10 Adequate wages - NR
S1-11 Social protection SUS 60
S1-12 Persons with disabilities - NR
S1-13 Training and skills development metrics SUS 63
S1-14 Health and safety metrics SUS 63
S1-15 Work-life balance metrics SUS 63
S1-16 Compensation metrics (pay gap and total compensation) SUS 63
S1-17 Incidents, complaints and severe human rights impacts SUS 63
DISCLOSURE
REQUIREMENT
SOCIAL STANDARDS
SECTION/
REPORT
PAGE
ESRS S4 Consumers and end-users SUS
ESRS 2, SBM-2 Interests and views of stakeholders SUS 64
ESRS 2, SBM-3
and SBM-4
Material impacts, risks and opportunities and their interaction with
strategy and business model
SUS 64, 65
S4-1 Policies related to consumers and end-users SUS 64
S4-2 Processes for engaging with consumers and end-users to raise concerns SUS 64, 65, 66
S4-3 Channels for consumers and end-users to raise concerns SUS 65, 66
S4-4
Targets related to managing material negative impacts, advancing positive impacts, and
managing material risks and opportunities
SUS 67
S4-5
Taking action on material impacts on consumers and end-users and effectiveness of those
actions
SUS 66, 67
S4-6
Approaches to mitigating material risks and pursuing material opportunities related to consumers
and end-users
SUS 66, 67
DISCLOSURE
REQUIREMENT
GOVERNANCE STANDARDS
SECTION/
REPORT
PAGE
ESRS G1 Business conduct
ESRS 2, GOV-1 The role of the administrative, supervisory and management bodies SUS 69
ESRS 2,IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities SUS 69
G1-1 Business conduct policies and corporate culture SUS 69, 70
G1-2 Management of relationships with suppliers SUS 70
G1-3 Prevention and detection of corruption and bribery SUS 70
G1-4 Incidents of corruption or bribery - NR
G1-5 Political influence and lobbying activities - NR
G1-6 Characteristics of the undertaking’s employees - NR
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
71
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).
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
DISCLOSURE
REQUIREMENT
DATA
POINT
DESCRIPTION LEGISLATION PAGE
ESRS 2, GOV-1
21 (d) Board’s gender diversity SFDR/BRR 20
21 (e)
Percentage of board members who are
independent
BRR 24
ESRS 2, GOV-4 30 Statement on due diligence SFDR 35
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 53, 54
ESRS E1-5
38
Energy consumption from fossil
sources disaggregated by sources
(only high climate impact sectors)
SFDR 55
37 Energy consumption and mix SFDR 55
40-43
Energy intensity associated with
activities in high climate impact
sectors
SFDR 55
ESRS E1-6
44
Gross scope 1, 2, 3, and total GHG
emissions
SFDR/P3/BRR 54
53-55 Gross GHG emissions intensity SFDR/P3/BRR 55
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
DISCLOSURE
REQUIREMENT
DATA
POINT
DESCRIPTION LEGISLATION PAGE
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
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 58
21
Due diligence policies on issues
addressed by the fundamental
International Labor organization
Conventions 1 to 8
BRR 58
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 58, 59
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
72
DISCLOSURE
REQUIREMENT
DATA POINT DESCRIPTION LEGISLATION PAGE
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
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 58
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 58
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 58
17
Non-respect of UNGPs on Business & Human Rights, ILO principles, or
OECD guidelines
SFDR/BRR 58
ESRS S3-4 36 Human rights issues and incidents SFDR NM
ESRS S4-1
16 Policies related to consumers and end-users SFDR 64
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 58
10 (d) Protection of whistleblowers SFDR 66
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
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
73
Signatures from the BoD and the CEO
Oslo, March 27, 2026
(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
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
74
FINANCIAL
STATEMENTS
Consolidated financial statements
...of profit or loss
...of comprehensive income
...of financial position
...of changes in equity
...of cash flows
Notes to the consolidated financial
statements
Financial statements parent company
Statement of profit or loss
Statements of financial position
Statements of cash flows
Notes to the financial statements
Statement from the Board and the CEO
Auditor’s report
Sustainability auditor’s limited
assurance report
Alternative performance measures
Definitions
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS
75
Consolidated
financial
statements
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS
76
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 to the consolidated financial statements
Note 1 General information
Note 2 Basis of preparing the consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets and contract liabilities
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Net financial items
Note 8 Tax
Note 9 Intangible assets
Note 10 Leases
Note 11 Property, plant and equipment
Note 12 Other non-current receivables
Note 13 Group structure
Note 14 Inventories
Note 15 Accounts receivables and other
current receivables
Note 16 Cash and cash equivalents
Note 17 Shareholders’ equity
Note 18 Earnings per share
Note 19 Borrowings
Note 20 Reconciliation of cash and cash
equivalents and borrowings
Note 21 Financial risk factors
Note 22 Financial instruments
Note 23 Other current liabilities
Note 24 Related parties
Note 25 Events after the balance
sheet date
Consolidated statement of profit or loss
Amounts in NOK million for the period ended December 31 | Notes | 2025 | 2024 |
Revenue | 3, 4 | ||
Cost of goods sold | - | - | |
Personnel expenses | 5 | - | - |
Other operating expenses | 6, 10 | - | - |
Depreciation and amortization | 9, 10, 11 | - | - |
Total operating expenses | - | - | |
Operating profit | |||
Interest income | |||
Financial income | |||
Interest expense | 19 | - | - |
Financial expense | - | - | |
Net financial items | 7 | - | - |
Profit before tax | |||
Income tax expense | 8 | - | - |
Profit | |||
| Profit for the year is attributable to: | |||
Equity holders of the parent company | 18 | ||
Total allocation | |||
| Earnings per share in NOK | |||
Basic earnings per share attributable to ordinary equity | 18 | ||
Diluted earnings per share attributable to ordinary equity | 18 |
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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 to the consolidated financial statements
Note 1 General information
Note 2 Basis of preparing the consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets and contract liabilities
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Net financial items
Note 8 Tax
Note 9 Intangible assets
Note 10 Leases
Note 11 Property, plant and equipment
Note 12 Other non-current receivables
Note 13 Group structure
Note 14 Inventories
Note 15 Accounts receivables and other
current receivables
Note 16 Cash and cash equivalents
Note 17 Shareholders’ equity
Note 18 Earnings per share
Note 19 Borrowings
Note 20 Reconciliation of cash and cash
equivalents and borrowings
Note 21 Financial risk factors
Note 22 Financial instruments
Note 23 Other current liabilities
Note 24 Related parties
Note 25 Events after the balance
sheet date
Consolidated statement of comprehensive income
Amounts in NOK million for the period ended December 31 | 2025 | 2024 |
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 |
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78
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 to the consolidated financial statements
Note 1 General information
Note 2 Basis of preparing the consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets and contract liabilities
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Net financial items
Note 8 Tax
Note 9 Intangible assets
Note 10 Leases
Note 11 Property, plant and equipment
Note 12 Other non-current receivables
Note 13 Group structure
Note 14 Inventories
Note 15 Accounts receivables and other
current receivables
Note 16 Cash and cash equivalents
Note 17 Shareholders’ equity
Note 18 Earnings per share
Note 19 Borrowings
Note 20 Reconciliation of cash and cash
equivalents and borrowings
Note 21 Financial risk factors
Note 22 Financial instruments
Note 23 Other current liabilities
Note 24 Related parties
Note 25 Events after the balance
sheet date
Consolidated statement of financial position
Amounts in NOK million at December 31 | Notes | 2025 | 2024 |
| NON-CURRENT ASSETS | |||
| Intangible assets | |||
Goodwill | 9 | ||
Other intangible assets | 9 | ||
Total non-current intangible assets | |||
| Property, plant and equipment | |||
Right-of-use assets | 10 | ||
Leasehold improvements | 11 | ||
Fitness equipment | 11 | ||
Other equipment, fixtures and fittings | 11 | ||
Total non-current property, plant and equipment | |||
| Financial assets | |||
Derivative financial instruments | 21, 22 | ||
Other non-current receivables | 12, 24 | ||
Total non-current financial assets | |||
Deferred tax asset 1 | 8 | ||
Total non-current assets | |||
| CURRENT ASSETS | |||
Inventories | 14 | ||
Other current receivables | 15 | ||
Accounts receivables | 15 | ||
Contract assets | 4 | ||
Derivative financial instruments | 21, 22 | ||
Cash and cash equivalents | 16, 20 | ||
Total current assets | |||
Total assets |
Amounts in NOK million at December 31 | Notes | 2025 | 2024 |
| EQUITY | |||
Share capital | |||
Share premium | |||
Treasury shares | - | - | |
Other reserves | - | - | |
Retained earnings | - | - | |
Total equity | 17, 18 | ||
| LIABILITIES | |||
| Non-current liabilities | |||
Deferred tax liability 1 | 8 | ||
Borrowings | 19, 20 | ||
Lease liability | 10, 19, 20 | ||
Derivative financial instruments | 21, 22 | ||
Total non-current liabilities | |||
| Current liabilities | |||
Borrowings | 19, 20 | ||
Lease liability | 10, 19, 20 | ||
Derivative financial instruments | 21, 22 | ||
Contract liability | 4, 23 | ||
Trade and other payables | |||
Current tax liabilities | |||
Public fees and charges payable | |||
Other current liabilities | 23 | ||
Total current liabilities | |||
Total liabilities | |||
Total equity and liabilities |
Oslo, March 27, 2026 (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
1. A reclassification between Deferred tax assets and Deferred tax liability of NOK 52 million is recognized as of December 31, 2024.
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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 to the consolidated financial statements
Note 1 General information
Note 2 Basis of preparing the consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets and contract liabilities
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Net financial items
Note 8 Tax
Note 9 Intangible assets
Note 10 Leases
Note 11 Property, plant and equipment
Note 12 Other non-current receivables
Note 13 Group structure
Note 14 Inventories
Note 15 Accounts receivables and other
current receivables
Note 16 Cash and cash equivalents
Note 17 Shareholders’ equity
Note 18 Earnings per share
Note 19 Borrowings
Note 20 Reconciliation of cash and cash
equivalents and borrowings
Note 21 Financial risk factors
Note 22 Financial instruments
Note 23 Other current liabilities
Note 24 Related parties
Note 25 Events after the balance
sheet date
Consolidated statement of changes in equity
| Total | |||||||||
| Foreign exchange | Share-based | attributable | |||||||
| Share | Share | Treasury | translation | payments | Retained | to owners | Total | ||
Amounts in NOK million | Notes | capital | premium | shares | reserve | reserve | earnings | of the Group | equity |
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 | - | - | - | ||||||
Equity January 1, 2025 | - | - | - | ||||||
Profit for the year | |||||||||
OCI for the year | - | - | - | ||||||
Total comprehensive income for the year | - | ||||||||
Investment program | |||||||||
Repurchase of shares | 17 | - | - | - | - | ||||
Proceeds from sale of own shares | |||||||||
Cancellation of own shares | 17 | - | |||||||
Dividends | 17 | - | - | - | |||||
Reclassification | 17 | - | |||||||
Equity December 31, 2025 | - | - | - |
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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 to the consolidated financial statements
Note 1 General information
Note 2 Basis of preparing the consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets and contract liabilities
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Net financial items
Note 8 Tax
Note 9 Intangible assets
Note 10 Leases
Note 11 Property, plant and equipment
Note 12 Other non-current receivables
Note 13 Group structure
Note 14 Inventories
Note 15 Accounts receivables and other
current receivables
Note 16 Cash and cash equivalents
Note 17 Shareholders’ equity
Note 18 Earnings per share
Note 19 Borrowings
Note 20 Reconciliation of cash and cash
equivalents and borrowings
Note 21 Financial risk factors
Note 22 Financial instruments
Note 23 Other current liabilities
Note 24 Related parties
Note 25 Events after the balance
sheet date
Consolidated statement of cash flows
Amounts in NOK million for the period ended December 31 | Notes | 2025 | 2024 |
| CASH FLOW FROM OPERATING ACTIVITIES | |||
Profit before tax | |||
| Adjustment for: | |||
Taxes paid in the period | 8 | - | - |
Loss from sale of gym equipment | 11 | - | - |
Depreciation, amortization and impairment | 9, 10, 11 | ||
Net financial items | 7 | ||
Change in inventory | 14 | - | |
Change in accounts receivables | 15 | - | - |
Change in trade payables | - | ||
Change in other receivables and accruals | 15, 23 | ||
Net cash flow from operations | |||
| CASH FLOW FROM INVESTING | |||
Purchase of property, plant and equipment and intangible assets | 9, 11 | - | - |
Loan to related parties | 24 | - | |
Proceeds from property, plant and equipment | |||
Proceeds from loan to related parties | 24 | ||
Net cash flow from investing | - | - |
Amounts in NOK million for the period ended December 31 | Notes | 2025 | 2024 |
| CASH FLOW FROM FINANCING | |||
Repayments of borrowings | 19 | - | - |
Proceeds from borrowings | 19 | ||
Installments on lease liabilities | 10 | - | - |
Interest paid 1 | 19 | - | - |
Interest received 1 | |||
Interest on lease liabilities | 10 | - | - |
Dividends paid | 17 | - | |
Purchase of own shares | 17 | - | |
Proceeds from sale of own shares | 5 | ||
Other financial items 1 | 7 | - | |
Net cash flow from financing | - | - | |
Net increase 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 | 16 |
1. Reclassifications between Interest paid, Interest received and Other financial items are recognized in 2024.
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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 to the consolidated financial statements
Note 1 General information
Note 2 Basis of preparing the consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets and contract liabilities
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Net financial items
Note 8 Tax
Note 9 Intangible assets
Note 10 Leases
Note 11 Property, plant and equipment
Note 12 Other non-current receivables
Note 13 Group structure
Note 14 Inventories
Note 15 Accounts receivables and other
current receivables
Note 16 Cash and cash equivalents
Note 17 Shareholders’ equity
Note 18 Earnings per share
Note 19 Borrowings
Note 20 Reconciliation of cash and cash
equivalents and borrowings
Note 21 Financial risk factors
Note 22 Financial instruments
Note 23 Other current liabilities
Note 24 Related parties
Note 25 Events after the balance
sheet date
Notes to the consolidated financial statements
NOTE 1
General information
SATS (“the Group”) consists of SATS ASA (“the company”) and its subsidiaries. As a public limited company, the
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. SATS ASA, is registered and domiciled
in Norway and has its head office at Nydalsveien 28, Oslo .
The consolidated financial statements were approved by the Board of Directors on March 27, 2026.
NOTE 2
Basis of preparing the consolidated financial statements
The financial statements have been prepared on a historical cost basis, with the exception of certain financial assets
and liabilities (including derivatives instruments) which are measured at fair value.
All amounts are rounded to the nearest NOK million, unless stated otherwise.
Significant accounting policies
The following description of accounting principles relevant for presentation and consolidation applies to SATS ASA’s
2025 financial reporting, including comparative figures. The accounting policies for items covered by specific note
disclosures are incorporated in the individual notes.
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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 to the consolidated financial statements
Note 1 General information
Note 2 Basis of preparing the consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets and contract liabilities
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Net financial items
Note 8 Tax
Note 9 Intangible assets
Note 10 Leases
Note 11 Property, plant and equipment
Note 12 Other non-current receivables
Note 13 Group structure
Note 14 Inventories
Note 15 Accounts receivables and other
current receivables
Note 16 Cash and cash equivalents
Note 17 Shareholders’ equity
Note 18 Earnings per share
Note 19 Borrowings
Note 20 Reconciliation of cash and cash
equivalents and borrowings
Note 21 Financial risk factors
Note 22 Financial instruments
Note 23 Other current liabilities
Note 24 Related parties
Note 25 Events after the balance
sheet date
\
Critical judgements in recognizing revenue, joining fees (Note 4 Revenue, contract assets and contract liabilities)
\
Critical judgements in recognizing revenue, financing components (Note 4 Revenue, contract assets and contract
liabilities)
\
Critical judgements in determining the lease term (Note 10 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 2025 or the comparison with previous periods.
A new standard, IFRS 18 “Presentation and Disclosure in Financial Statements”, will be effective from January 1,
2027. IFRS 18 introduces new requirements to present specific categories and defines subtotals in the statement
of profit or loss. All income and expenses within the statement of profit or loss must be classified into one of five
categories: operating, investing, financing, income taxes and discontinued operations. The standard also requires the
defined operating profit subtotal as the starting point for the analysis of cash flows from operating activities in the
indirect method. Further, it introduces the concept of management-defined performance measures (MPMs), which
are subtotals of income and expenses used by management to communicate financial performance and that are not
specified by IFRS. These measures will be disclosed, defined and reconciled in the notes to the financial statements.
The Group has commenced an analysis of the implications of IFRS 18. While the standard is not expected to affect
total profit or equity, it will change the presentation of the statement of profit or loss and require enhanced note
disclosures, including MPMs. The Group is evaluating classification impacts, the identification of relevant MPMs to be
presented in the future, and how they will be defined and presented.
The Group will apply the new standard from its mandatory effective date. Retrospective application is required,
and so the comparative information for the financial year ending December 31, 2026 will be restated in accordance
with IFRS 18.
At the time of preparing the financial statements for 2025, there were no other changes in standards, interpretations
of standards, or issued but not yet effective standards that are expected to significantly affect the Group’s financial
statements.
| FINANCIAL YEAR 2025 | ||||||
| Group | ||||||
| functions | ||||||
Amounts in NOK million | Norway | Sweden | Finland | Denmark | and other | Total |
| Revenue | ||||||
Membership revenue | 2,072 | 1,541 | 432 | 528 | 0 | 4,574 |
Other revenue | 399 | 357 | 84 | 94 | 1 | 935 |
Total revenue | 2,471 | 1,898 | 516 | 623 | 1 | 5,509 |
EBITDA 1 and EBITDA before impact of IFRS 16 1 reconcile to profit/loss as follows: | ||||||
EBITDA before impact of IFRS 16 1 | 569 | 199 | 35 | 32 | 35 | 871 |
Impact of IFRS 16 | 481 | 484 | 132 | 140 | 0 | 1,237 |
EBITDA 1 | 1,050 | 684 | 168 | 172 | 35 | 2,109 |
Depreciation and amortization | -431 | -461 | -128 | -151 | -46 | -1,217 |
Operating profit/loss | 619 | 223 | 40 | 21 | -11 | 892 |
Net financial items 2 | -88 | -91 | -25 | -68 | -4 | -276 |
Income tax expense/income | -117 | -27 | 0 | 1 | 2 | -141 |
Profit/loss for the year | 413 | 105 | 15 | -46 | -12 | 474 |
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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 to the consolidated financial statements
Note 1 General information
Note 2 Basis of preparing the consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets and contract liabilities
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Net financial items
Note 8 Tax
Note 9 Intangible assets
Note 10 Leases
Note 11 Property, plant and equipment
Note 12 Other non-current receivables
Note 13 Group structure
Note 14 Inventories
Note 15 Accounts receivables and other
current receivables
Note 16 Cash and cash equivalents
Note 17 Shareholders’ equity
Note 18 Earnings per share
Note 19 Borrowings
Note 20 Reconciliation of cash and cash
equivalents and borrowings
Note 21 Financial risk factors
Note 22 Financial instruments
Note 23 Other current liabilities
Note 24 Related parties
Note 25 Events after the balance
sheet date
| FINANCIAL YEAR 2024 | ||||||
| Group | ||||||
| functions | ||||||
Amounts in NOK million | Norway | Sweden | Finland | Denmark | and other | Total |
| 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 |
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.
| FINANCIAL YEAR 2025 | ||||||
| Group | ||||||
| functions | ||||||
Amounts in NOK million | Norway | Sweden | Finland | Denmark | and other | Total |
Total non-current intangible assets | 1,671 | 245 | 677 | 0 | 75 | 2,667 |
Non-current tangible assets 1 | 2,092 | 2,315 | 598 | 681 | 0 | 5,686 |
Total non-current financial assets | 0 | 0 | 0 | 45 | 28 | 72 |
Deferred tax asset | 27 | 48 | 24 | 0 | 43 | 141 |
Current assets | 1,330 | 372 | 182 | -143 | -669 | 1,072 |
Total assets | 5,119 | 2,979 | 1,481 | 583 | -523 | 9,639 |
Total liabilities | 2,068 | 2,811 | 788 | 1,388 | 1,130 | 8,185 |
Investments | 111 | 91 | 27 | 38 | 42 | 309 |
| FINANCIAL YEAR 2024 | Group | |||||
| functions | ||||||
Amounts in NOK million | Norway | Sweden | Finland | Denmark | and other | Total |
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 | 27 | 44 | 24 | 0 | 39 | 134 |
Current assets | 1,009 | 278 | 174 | -65 | -444 | 952 |
Total assets | 4,743 | 2,739 | 1,487 | 597 | -282 | 9,284 |
Total liabilities | 2,116 | 2,588 | 809 | 1,353 | 1,073 | 7,940 |
Investments | 86 | 88 | 16 | 44 | 52 | 287 |
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.
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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 to the consolidated financial statements
Note 1 General information
Note 2 Basis of preparing the consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets and contract liabilities
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Net financial items
Note 8 Tax
Note 9 Intangible assets
Note 10 Leases
Note 11 Property, plant and equipment
Note 12 Other non-current receivables
Note 13 Group structure
Note 14 Inventories
Note 15 Accounts receivables and other
current receivables
Note 16 Cash and cash equivalents
Note 17 Shareholders’ equity
Note 18 Earnings per share
Note 19 Borrowings
Note 20 Reconciliation of cash and cash
equivalents and borrowings
Note 21 Financial risk factors
Note 22 Financial instruments
Note 23 Other current liabilities
Note 24 Related parties
Note 25 Events after the balance
sheet date
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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 to the consolidated financial statements
Note 1 General information
Note 2 Basis of preparing the consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets and contract liabilities
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Net financial items
Note 8 Tax
Note 9 Intangible assets
Note 10 Leases
Note 11 Property, plant and equipment
Note 12 Other non-current receivables
Note 13 Group structure
Note 14 Inventories
Note 15 Accounts receivables and other
current receivables
Note 16 Cash and cash equivalents
Note 17 Shareholders’ equity
Note 18 Earnings per share
Note 19 Borrowings
Note 20 Reconciliation of cash and cash
equivalents and borrowings
Note 21 Financial risk factors
Note 22 Financial instruments
Note 23 Other current liabilities
Note 24 Related parties
Note 25 Events after the balance
sheet date
| DISAGGREGATION OF REVENUE FROM CONTRACTS WITH CUSTOMERS | |||
Amounts in NOK million | Membership revenue | Other revenue | 2025 |
Norway | 2,072 | 399 | 2,471 |
Sweden | 1,541 | 357 | 1,898 |
Finland | 432 | 84 | 516 |
Denmark | 528 | 94 | 623 |
Group functions and other | 0 | 1 | 1 |
Revenue from contracts with customers | 4,574 | 935 | 5,509 |
| Point-of-time revenue recognition | |||
Other revenue | 935 | ||
Membership revenue1 | 29 | ||
Total point-of-time revenue recognition | 965 | ||
| Period-of-time revenue recognition | |||
Membership revenue | 4,544 | ||
Total period-of-time revenue recognition | 4,544 |
Amounts in NOK million | Membership revenue | Other revenue | 2024 |
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 |
| CONTRACT LIABILITIES | |
Amounts in NOK million at December 31 | 2025 |
| Contract liabilities as at the balance sheet date | |
Membership subscriptions | 442 |
Gift cards | 1 |
PT sessions | 282 |
Total contract liabilities | 724 |
| REVENUE RECOGNIZED FROM CONTRACT LIABILITIES | |
Amounts in NOK million | 2025 |
| Revenue recognized in this period that was included in the contract liability balance at the beginning of the period | |
Membership subscriptions | 409 |
Gift cards | 1 |
PT sessions | 244 |
Total revenue recognized | 653 |
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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 to the consolidated financial statements
Note 1 General information
Note 2 Basis of preparing the consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets and contract liabilities
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Net financial items
Note 8 Tax
Note 9 Intangible assets
Note 10 Leases
Note 11 Property, plant and equipment
Note 12 Other non-current receivables
Note 13 Group structure
Note 14 Inventories
Note 15 Accounts receivables and other
current receivables
Note 16 Cash and cash equivalents
Note 17 Shareholders’ equity
Note 18 Earnings per share
Note 19 Borrowings
Note 20 Reconciliation of cash and cash
equivalents and borrowings
Note 21 Financial risk factors
Note 22 Financial instruments
Note 23 Other current liabilities
Note 24 Related parties
Note 25 Events after the balance
sheet date
| PERSONNEL EXPENSES | ||
Amounts in NOK million | 2025 | 2024 |
Salary expenses including bonuses, holiday pay and other costs | -1,658 | -1,506 |
Share-based payments | -16 | -6 |
Social security contributions | -278 | -246 |
Pension costs | -103 | -103 |
Total personnel expenses | -2,055 | -1,861 |
| FULL-TIME EQUIVALENTS | ||
2025 | 2024 | |
Norway | 924 | 858 |
Sweden | 866 | 877 |
Finland | 254 | 260 |
Denmark | 228 | 263 |
Total full-time equivalents | 2,272 | 2,258 |
| REMUNERATION FOR SENIOR EXECUTIVES | ||
Amounts in NOK million | 2025 | 2024 |
Salary | 20 | 18 |
Other benefits | 2 | 2 |
Pension benefits | 4 | 3 |
Performance based bonus | 10 | 9 |
Share Based Remuneration | 8 | 1 |
Total remuneration for Senior executives | 44 | 33 |
Amounts in NOK million | 2025 | 2024 |
Total fees for Board of Directors | 2 | 2 |
| NUMBER OF MATCHING SHARES OUTSTANDING | ||
2025 | 2024 | |
Matching shares outstanding at January 1 | 1,029,398 | 1,199,888 |
Granted | 575,222 | 124,072 |
Vested | -181,982 | -12,124 |
Forfeited | -22,808 | -282,438 |
Matching shares outstanding at December 31 | 1,399,830 | 1,029,398 |
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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 to the consolidated financial statements
Note 1 General information
Note 2 Basis of preparing the consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets and contract liabilities
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Net financial items
Note 8 Tax
Note 9 Intangible assets
Note 10 Leases
Note 11 Property, plant and equipment
Note 12 Other non-current receivables
Note 13 Group structure
Note 14 Inventories
Note 15 Accounts receivables and other
current receivables
Note 16 Cash and cash equivalents
Note 17 Shareholders’ equity
Note 18 Earnings per share
Note 19 Borrowings
Note 20 Reconciliation of cash and cash
equivalents and borrowings
Note 21 Financial risk factors
Note 22 Financial instruments
Note 23 Other current liabilities
Note 24 Related parties
Note 25 Events after the balance
sheet date
NOTE 6
Other operating expenses
| OTHER OPERATING EXPENSES | ||
Amounts in NOK million | 2025 | 2024 |
Property expenses 1 | -695 | -660 |
Marketing expenses | -143 | -119 |
IT expenses | -147 | -138 |
Other operating expenses | -215 | -202 |
Total other operating expenses | -1,199 | -1,119 |
1. Property expenses consist of electricity, water, janitorial expenses, maintenance and short term lease and lease of low value assets
according to IFRS 16.
| AUDITOR’S REMUNERATION | ||
Amounts in NOK million | 2025 | 2024 |
| Expensed auditor fees: | ||
| Statutory audit | ||
Deloitte Norway | -2 | -4 |
Deloitte abroad | -2 | -2 |
| Other attestation and assurance services | ||
Deloitte Norway 1 | -2 | -1 |
Total auditor's remuneration | -6 | -7 |
| INTEREST INCOME AND OTHER FINANCIAL INCOME | ||
Amounts in NOK million | 2025 | 2024 |
Interest income financial institutions | 30 | 39 |
Foreign exchange gains unrealized | 23 | 87 |
Foreign exchange gains realized | 0 | 1 |
Net gain derivatives unrealized | 13 | 17 |
Other financial income | 7 | 11 |
Total interest income and other financial income | 74 | 154 |
Net financial items | -276 | -310 |
88
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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 to the consolidated financial statements
Note 1 General information
Note 2 Basis of preparing the consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets and contract liabilities
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Net financial items
Note 8 Tax
Note 9 Intangible assets
Note 10 Leases
Note 11 Property, plant and equipment
Note 12 Other non-current receivables
Note 13 Group structure
Note 14 Inventories
Note 15 Accounts receivables and other
current receivables
Note 16 Cash and cash equivalents
Note 17 Shareholders’ equity
Note 18 Earnings per share
Note 19 Borrowings
Note 20 Reconciliation of cash and cash
equivalents and borrowings
Note 21 Financial risk factors
Note 22 Financial instruments
Note 23 Other current liabilities
Note 24 Related parties
Note 25 Events after the balance
sheet date
| TAX EXPENSE | ||
Amounts in NOK million | 2025 | 2024 |
Tax payable | -144 | -86 |
Change in deferred tax | 3 | -22 |
Total tax expense | -141 | -108 |
| DEFERRED TAX LIABILITIES | ||
Amounts in NOK million | 2025 | 2024 |
Intangible assets | 28 | 28 |
Gain and loss accounts | 4 | 5 |
Financial instruments | 28 | 30 |
Untaxed reserves | 39 | 32 |
Revenue | 4 | 3 |
Other items | 11 | 6 |
Total deferred tax liabilities relating to temporary differences | 115 | 103 |
| DEFERRED TAX ASSETS | ||
Amounts in NOK million | 2025 | 2024 |
Fixed assets | 52 | 48 |
Leasing | 79 | 76 |
Receivables | 13 | 10 |
Losses carried forward | 21 | 19 |
Interest | 36 | 33 |
| Total deferred tax assets relating to temporary differences and losses | 200 | 185 |
| carried forward | ||
Net deferred tax assets (liabilities) | 86 | 82 |
| RECONCILIATION TO BALANCE SHEETS | ||
Amounts in NOK million | 2025 | 2024 |
Deferred tax asset | 141 | 134 |
Deferred tax liability | 55 | 52 |
Net deferred tax assets (liabilities) | 86 | 82 |
| EXPLANATION OF THE CHANGE IN THE DEFERRED TAX ASSETS AND LIABILITIES: | ||
Amounts in NOK million | 2025 | 2024 |
Net carrying amount deferred tax at January 1 | 82 | 100 |
Charge to profit or loss | 3 | -22 |
Charge direct to equity | -4 | -1 |
Exchange differences | 5 | 5 |
Net carrying amount deferred tax at December 31 | 86 | 82 |
89
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89
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 to the consolidated financial statements
Note 1 General information
Note 2 Basis of preparing the consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets and contract liabilities
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Net financial items
Note 8 Tax
Note 9 Intangible assets
Note 10 Leases
Note 11 Property, plant and equipment
Note 12 Other non-current receivables
Note 13 Group structure
Note 14 Inventories
Note 15 Accounts receivables and other
current receivables
Note 16 Cash and cash equivalents
Note 17 Shareholders’ equity
Note 18 Earnings per share
Note 19 Borrowings
Note 20 Reconciliation of cash and cash
equivalents and borrowings
Note 21 Financial risk factors
Note 22 Financial instruments
Note 23 Other current liabilities
Note 24 Related parties
Note 25 Events after the balance
sheet date
| LOSSES CARRIED FORWARD | ||
Amounts in NOK million at December 31 | 2025 | 2024 |
| Tax jurisdiction: | ||
Finland | 185 | 205 |
Denmark (unlimited expiration) | 976 | 1,037 |
Sweden (unlimited expiration) | 100 | 94 |
Total losses carried forward | 1,261 | 1,336 |
| Unused tax | ||
Unused tax losses incurred | Expiration year | losses |
2017 | 2027 | 18 |
2020 | 2030 | 38 |
2021 | 2031 | 93 |
2022 | 2032 | 36 |
Total losses carried forward as at December 31, 2025 | 185 |
| RECONCILIATION OF TAX EXPENSE | ||
Amounts in NOK million | 2025 | 2024 |
| Profit/loss before tax | ||
Norway | 547 | 454 |
Sweden | 101 | 28 |
Finland | 15 | 3 |
Denmark | -47 | -52 |
| Corporate tax rates | ||
Norway, 22% | -120 | -100 |
Sweden, 20.6% | -21 | -6 |
Finland, 20% | -3 | -1 |
Denmark, 22% | 10 | 11 |
| Reconciling items: | ||
Non-deductible expenses | 0 | -2 |
Unused tax losses not recognized as deferred tax assets | -6 | -10 |
Other | -1 | -1 |
Calculated tax expense | -141 | -108 |
Weighted average tax rate | 23.0% | 24.9% |
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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 to the consolidated financial statements
Note 1 General information
Note 2 Basis of preparing the consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets and contract liabilities
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Net financial items
Note 8 Tax
Note 9 Intangible assets
Note 10 Leases
Note 11 Property, plant and equipment
Note 12 Other non-current receivables
Note 13 Group structure
Note 14 Inventories
Note 15 Accounts receivables and other
current receivables
Note 16 Cash and cash equivalents
Note 17 Shareholders’ equity
Note 18 Earnings per share
Note 19 Borrowings
Note 20 Reconciliation of cash and cash
equivalents and borrowings
Note 21 Financial risk factors
Note 22 Financial instruments
Note 23 Other current liabilities
Note 24 Related parties
Note 25 Events after the balance
sheet date
| GOODWILL | |||||
| Total | |||||
Amounts in NOK million | Norway | Sweden | Finland | Denmark | goodwill |
| At January 1, 2024 | |||||
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 |
| Year ended December 31, 2025 | |||||
Opening net book value | 1,669 | 227 | 674 | 0 | 2,570 |
Effect of changes in foreign exchange cost | 0 | 14 | 3 | 0 | 17 |
Closing Net book value | 1,669 | 241 | 677 | 0 | 2,587 |
| At December 31, 2025 | |||||
Cost | 1,868 | 241 | 687 | 0 | 2,796 |
Accumulated impairment | -199 | 0 | -10 | 0 | -209 |
Net book value | 1,669 | 241 | 677 | 0 | 2,587 |
Useful life | Indefinite | Indefinite | Indefinite | Indefinite | |
| Amortization method | Not | Not | Not | Not | |
| amortized | amortized | amortized | amortized |
91
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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 to the consolidated financial statements
Note 1 General information
Note 2 Basis of preparing the consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets and contract liabilities
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Net financial items
Note 8 Tax
Note 9 Intangible assets
Note 10 Leases
Note 11 Property, plant and equipment
Note 12 Other non-current receivables
Note 13 Group structure
Note 14 Inventories
Note 15 Accounts receivables and other
current receivables
Note 16 Cash and cash equivalents
Note 17 Shareholders’ equity
Note 18 Earnings per share
Note 19 Borrowings
Note 20 Reconciliation of cash and cash
equivalents and borrowings
Note 21 Financial risk factors
Note 22 Financial instruments
Note 23 Other current liabilities
Note 24 Related parties
Note 25 Events after the balance
sheet date
| OTHER INTANGIBLE ASSETS | ||||
| Internally | Total other | |||
| Customer | developed | intangible | ||
| Amounts in NOK million | relations | Trademark | software 1 | assets |
| At January 1, 2024 | ||||
Cost | 72 | 267 | 519 | 856 |
Accumulated amortization and impairment | -56 | -266 | -442 | -764 |
Net book value | 15 | 1 | 77 | 93 |
| Year ended December 31, 2024 | ||||
Opening net book value | 15 | 1 | 77 | 93 |
Effect of changes in foreign exchange cost | 2 | 0 | 9 | 11 |
| Effect of changes in foreign exchange | -2 | 0 | -8 | -9 |
| accumulated depreciation | ||||
Additions | 0 | 0 | 63 | 63 |
Amortization charge | -9 | 0 | -58 | -67 |
Closing Net book value | 7 | 1 | 83 | 91 |
| At December 31, 2024 | ||||
Cost | 74 | 267 | 590 | 931 |
Accumulated amortization and impairment | -67 | -266 | -507 | -840 |
Net book value | 7 | 1 | 83 | 91 |
| Year ended December 31, 2025 | ||||
Opening net book value | 7 | 1 | 83 | 91 |
Effect of changes in foreign exchange cost | 1 | 0 | 38 | 39 |
| Effect of changes in foreign exchange | -1 | 0 | -34 | -34 |
| accumulated depreciation | ||||
Additions | 0 | 0 | 42 | 42 |
Amortization charge | -7 | 0 | -50 | -57 |
Closing Net book value | 0 | 1 | 79 | 80 |
| At December 31, 2025 | ||||
Cost | 0 | 267 | 669 | 936 |
Accumulated amortization and impairment | 0 | -266 | -590 | -856 |
Net book value | 0 | 1 | 79 | 80 |
Useful life | 3–7 years | 10 years | 3 years | |
Amortization method | Straight-line | Straight-line | Straight-line |
92
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92
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 to the consolidated financial statements
Note 1 General information
Note 2 Basis of preparing the consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets and contract liabilities
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Net financial items
Note 8 Tax
Note 9 Intangible assets
Note 10 Leases
Note 11 Property, plant and equipment
Note 12 Other non-current receivables
Note 13 Group structure
Note 14 Inventories
Note 15 Accounts receivables and other
current receivables
Note 16 Cash and cash equivalents
Note 17 Shareholders’ equity
Note 18 Earnings per share
Note 19 Borrowings
Note 20 Reconciliation of cash and cash
equivalents and borrowings
Note 21 Financial risk factors
Note 22 Financial instruments
Note 23 Other current liabilities
Note 24 Related parties
Note 25 Events after the balance
sheet date
| WACC | ||
2025 | 2024 | |
Norway | 7.2% | 6.5% |
Sweden | 5.9% | 6.5% |
Finland | 6.6% | 6.9% |
Denmark | 5.8% | 6.5% |
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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 to the consolidated financial statements
Note 1 General information
Note 2 Basis of preparing the consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets and contract liabilities
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Net financial items
Note 8 Tax
Note 9 Intangible assets
Note 10 Leases
Note 11 Property, plant and equipment
Note 12 Other non-current receivables
Note 13 Group structure
Note 14 Inventories
Note 15 Accounts receivables and other
current receivables
Note 16 Cash and cash equivalents
Note 17 Shareholders’ equity
Note 18 Earnings per share
Note 19 Borrowings
Note 20 Reconciliation of cash and cash
equivalents and borrowings
Note 21 Financial risk factors
Note 22 Financial instruments
Note 23 Other current liabilities
Note 24 Related parties
Note 25 Events after the balance
sheet date
| COMMITMENTS IN RELATION TO LEASES ARE PAYABLE AS FOLLOWS: | ||
Amounts in NOK million at December 31 | 2025 | 2024 |
Less than 1 year | 1,217 | 1,182 |
1–2 years | 1,119 | 1,074 |
2–3 years | 966 | 956 |
3–4 years | 816 | 785 |
4–5 years | 641 | 639 |
More than 5 years | 1,248 | 1,229 |
Minimum lease payments | 6,007 | 5,866 |
Future finance charges | -830 | -816 |
Recognized as a liability | 5,177 | 5,050 |
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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 to the consolidated financial statements
Note 1 General information
Note 2 Basis of preparing the consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets and contract liabilities
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Net financial items
Note 8 Tax
Note 9 Intangible assets
Note 10 Leases
Note 11 Property, plant and equipment
Note 12 Other non-current receivables
Note 13 Group structure
Note 14 Inventories
Note 15 Accounts receivables and other
current receivables
Note 16 Cash and cash equivalents
Note 17 Shareholders’ equity
Note 18 Earnings per share
Note 19 Borrowings
Note 20 Reconciliation of cash and cash
equivalents and borrowings
Note 21 Financial risk factors
Note 22 Financial instruments
Note 23 Other current liabilities
Note 24 Related parties
Note 25 Events after the balance
sheet date
| THE PRESENT VALUE OF LEASE LIABILITIES ARE AS FOLLOWS: | ||
Amounts in NOK million at December 31 | 2025 | 2024 |
Less than 1 year | 987 | 959 |
1–2 years | 945 | 894 |
2–3 years | 837 | 822 |
3–4 years | 724 | 688 |
4–5 years | 578 | 572 |
More than 5 years | 1,106 | 1,115 |
Present value of lease payments | 5,177 | 5,050 |
| CASH FLOWS FROM LEASE AGREEMENTS | ||
Amounts in NOK million | 2025 | 2024 |
Property lease agreements | 1,248 | 1,220 |
Short-term lease agreements and leases of assets of low value | 14 | 16 |
Total cash flows from lease agreements | 1,262 | 1,236 |
| AMOUNTS RECOGNIZED IN PROFIT AND LOSS | ||
Amounts in NOK million | 2025 | 2024 |
Depreciation expense on right-of-use assets | -998 | -985 |
Interest expense on lease liabilities | -251 | -246 |
Expense relating to short-term leases and leases of low value | -18 | -19 |
| LEASE LIABILITY | |
| Amounts in NOK million | |
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 |
At December 31, 2024 | 5,050 |
| Year ended December 31, 2025 | |
Effect of changes in foreign exchange | 127 |
Additions new lease | 108 |
Effects from exercise of extension options | 755 |
Modification of contractual lease terms | 5 |
Amortizations | -1,241 |
Interest expense on lease liabilites | 251 |
Disposals sold clubs | -15 |
CPI index adjustments | 137 |
Closing Net book value December 31, 2025 | 5,177 |
| LEASE TERMS – SENSITIVITY ANALYSIS | ||
Amounts in NOK million at December 31 | 2025 | 2024 |
Options to extend, not yet committed to | 2,396 | 1,838 |
Leases not yet commenced, to which the lessee is committed | 142 | 41 |
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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 to the consolidated financial statements
Note 1 General information
Note 2 Basis of preparing the consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets and contract liabilities
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Net financial items
Note 8 Tax
Note 9 Intangible assets
Note 10 Leases
Note 11 Property, plant and equipment
Note 12 Other non-current receivables
Note 13 Group structure
Note 14 Inventories
Note 15 Accounts receivables and other
current receivables
Note 16 Cash and cash equivalents
Note 17 Shareholders’ equity
Note 18 Earnings per share
Note 19 Borrowings
Note 20 Reconciliation of cash and cash
equivalents and borrowings
Note 21 Financial risk factors
Note 22 Financial instruments
Note 23 Other current liabilities
Note 24 Related parties
Note 25 Events after the balance
sheet date
| RIGHT-OF-USE ASSETS | |||
Amounts in NOK million at December 31 | Premise rental | Premise rental | Total RoU assets |
| At January 1, 2024 | |||
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 | -85 | -3 | -88 |
| depreciation | |||
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 |
| Year ended December 31, 2025 | |||
At January 1, 2025 | 4,650 | 8 | 4,657 |
Additions/disposals | 989 | 4 | 992 |
Effect of changes in foreign exchange cost | 251 | 1 | 252 |
Depreciation charge | -994 | -4 | -998 |
| Effect of changes in foreign exchange accumulated | -134 | -1 | -134 |
| depreciation | |||
Closing Net book value | 4,762 | 7 | 4,769 |
| At December 31, 2025 | |||
Cost | 14,445 | 100 | 14,546 |
Accumulated depreciation | -9,683 | -93 | -9,776 |
Net book value | 4,762 | 7 | 4,769 |
Useful life | 1–15 years | 1–5 years | |
Depreciation method | Straight-line | Straight-line |
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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 to the consolidated financial statements
Note 1 General information
Note 2 Basis of preparing the consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets and contract liabilities
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Net financial items
Note 8 Tax
Note 9 Intangible assets
Note 10 Leases
Note 11 Property, plant and equipment
Note 12 Other non-current receivables
Note 13 Group structure
Note 14 Inventories
Note 15 Accounts receivables and other
current receivables
Note 16 Cash and cash equivalents
Note 17 Shareholders’ equity
Note 18 Earnings per share
Note 19 Borrowings
Note 20 Reconciliation of cash and cash
equivalents and borrowings
Note 21 Financial risk factors
Note 22 Financial instruments
Note 23 Other current liabilities
Note 24 Related parties
Note 25 Events after the balance
sheet date
| PROPERTY, PLANT AND EQUIPMENT | ||||
| Other | ||||
| equipment, | ||||
| Leasehold | Fitness | fixtures and | Total fixed | |
| Amounts in NOK million | improvements 1 | equipment | fittings | assets |
| At January 1, 2024 | ||||
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 | -85 | -36 | -26 | -146 |
Closing Net book value | 447 | 289 | 56 | 792 |
| PROPERTY, PLANT AND EQUIPMENT | ||||
| Other | ||||
| equipment, | ||||
| Leasehold | Fitness | fixtures and | Total fixed | |
| Amounts in NOK million | improvements 1 | equipment | fittings | assets |
| 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 |
| Year ended December 31, 2025 | ||||
Opening net book value | 447 | 289 | 56 | 792 |
Effect of changes in foreign exchange cost | 30 | 22 | 7 | 60 |
| Effect of changes in foreign exchange | -19 | -14 | -6 | -40 |
| accumulated depreciation | ||||
Additions | 130 | 119 | 19 | 267 |
Disposals cost | -63 | -114 | -149 | -326 |
Disposals accumulated depreciation | 63 | 114 | 149 | 325 |
Depreciation charge | -91 | -47 | -24 | -162 |
Closing Net book value | 497 | 368 | 51 | 916 |
| At December 31, 2025 | ||||
Cost | 1,429 | 1,112 | 347 | 2,887 |
Accumulated depreciation and impairment | -932 | -743 | -295 | -1,971 |
Net book value | 497 | 368 | 51 | 916 |
Useful life | 10 years 1 | 7–12 years | 3–7 years | |
Depreciation method | Straight-line | Straight-line | Straight-line |
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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 to the consolidated financial statements
Note 1 General information
Note 2 Basis of preparing the consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets and contract liabilities
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Net financial items
Note 8 Tax
Note 9 Intangible assets
Note 10 Leases
Note 11 Property, plant and equipment
Note 12 Other non-current receivables
Note 13 Group structure
Note 14 Inventories
Note 15 Accounts receivables and other
current receivables
Note 16 Cash and cash equivalents
Note 17 Shareholders’ equity
Note 18 Earnings per share
Note 19 Borrowings
Note 20 Reconciliation of cash and cash
equivalents and borrowings
Note 21 Financial risk factors
Note 22 Financial instruments
Note 23 Other current liabilities
Note 24 Related parties
Note 25 Events after the balance
sheet date
NOTE 12
Other non-current receivables
Other non-current receivables are measured at amortized cost using the effective interest method. Please see
Note 21 Financial risk factors for a description of the Group’s credit risk assessment and Note 24 Related parties
for more information about loan to related parties.
| OTHER NON-CURRENT RECEIVABLES | ||
Amounts in NOK million at December 31 | 2025 | 2024 |
Deposits | 45 | 41 |
Loan to related parties | 28 | 15 |
Total other non-current receivables | 72 | 56 |
| Corporate ID | Voting | Ownership | |||
| Subsidiaries | number | Business 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 14
Inventories
| INVENTORIES | ||
Amounts in NOK million at December 31 | 2025 | 2024 |
Inventories at cost | 66 | 56 |
Impairment | -4 | -3 |
Total inventories | 61 | 54 |
| EXPECTED CREDIT LOSS ALLOWANCE AND AGEING OF ACCOUNTS RECEIVABLES | ||
Amounts in NOK million at December 31 | 2025 | 2024 |
Accounts receivable | 378 | 345 |
Expected credit loss allowance | -218 | -186 |
Total | 161 | 159 |
Age of accounts receivables | 2025 |
Not due | 95 |
30–60 days | 30 |
60–90 days | 9 |
90–120 days | 7 |
120–365 days | 46 |
>365 days | 191 |
Total accounts receivables, gross | 378 |
Expected credit loss allowance at December 31, 2024 | -186 |
Reversals during the year | 1 |
Provisions during the year | -33 |
Expected credit loss allowance at December 31, 2025 | -218 |
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS
98
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 to the consolidated financial statements
Note 1 General information
Note 2 Basis of preparing the consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets and contract liabilities
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Net financial items
Note 8 Tax
Note 9 Intangible assets
Note 10 Leases
Note 11 Property, plant and equipment
Note 12 Other non-current receivables
Note 13 Group structure
Note 14 Inventories
Note 15 Accounts receivables and other
current receivables
Note 16 Cash and cash equivalents
Note 17 Shareholders’ equity
Note 18 Earnings per share
Note 19 Borrowings
Note 20 Reconciliation of cash and cash
equivalents and borrowings
Note 21 Financial risk factors
Note 22 Financial instruments
Note 23 Other current liabilities
Note 24 Related parties
Note 25 Events after the balance
sheet date
| OTHER CURRENT RECEIVABLES | ||
Amounts in NOK million at December 31 | 2025 | 2024 |
Credit cards | 6 | 6 |
VAT receivables | 11 | 28 |
Prepaid taxes | 36 | 30 |
Prepaid property expenses | 18 | 27 |
Prepaid marketing expenses | 7 | 8 |
Other prepaid expenses | 76 | 98 |
Other current receivables | 55 | 67 |
Total other current receivables | 209 | 264 |
| CASH AND CASH EQUIVALENTS | ||
Amounts in NOK million at December 31 | 2025 | 2024 |
Cash and cash equivalents | 512 | 371 |
| Of which are restricted cash: | ||
Restricted bank deposits for employee tax withholdings | 26 | 23 |
| OVERVIEW OF THE SHAREHOLDERS AS AT DECEMBER 31, 2025 | ||
| Number of | Ownership | |
| Shareholder | ordinary shares | percentage |
Folketrygdfondet | 14,348,765 | 7.0% |
J.P. Morgan SE, FI | 7,889,563 | 3.9% |
Maaseide Holdco AS | 7,262,647 | 3.6% |
Verdipapirfondet KLP Aksjenorge | 6,019,890 | 3.0% |
Verdipapirfondet Alfred Berg Gambak | 5,811,788 | 2.9% |
Vpf DNB Am Norske Aksjer | 5,734,992 | 2.8% |
The Bank Of New York Mellon Sa/nv, UK | 5,193,864 | 2.5% |
Sats ASA | 4,726,793 | 2.3% |
Vpf Sparebank 1 Norge Verdi | 4,670,000 | 2.3% |
The Bank Of New York Mellon Sa/nv, IE | 4,538,000 | 2.2% |
Vpf Fondsfinans Utbytte | 3,758,083 | 1.8% |
Hugo Lund Maurstad | 3,500,000 | 1.7% |
AAT Invest AS | 3,500,000 | 1.7% |
J.P. Morgan SE, LU | 3,463,377 | 1.7% |
Salt Value AS | 3,140,242 | 1.5% |
Verdipapirfondet Fondsfinans Norge | 3,139,323 | 1.5% |
Morgan Stanley & co. Int. Plc. | 3,053,706 | 1.5% |
N.A. Citibank | 2,984,868 | 1.5% |
Varner Equities AS | 2,942,727 | 1.4% |
The Bank Of New York Mellon Sa/nv, UK | 2,751,000 | 1.4% |
Other | 105,264,960 | 51.7% |
Total | 203,694,588 | 100.0% |
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MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS
99
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 to the consolidated financial statements
Note 1 General information
Note 2 Basis of preparing the consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets and contract liabilities
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Net financial items
Note 8 Tax
Note 9 Intangible assets
Note 10 Leases
Note 11 Property, plant and equipment
Note 12 Other non-current receivables
Note 13 Group structure
Note 14 Inventories
Note 15 Accounts receivables and other
current receivables
Note 16 Cash and cash equivalents
Note 17 Shareholders’ equity
Note 18 Earnings per share
Note 19 Borrowings
Note 20 Reconciliation of cash and cash
equivalents and borrowings
Note 21 Financial risk factors
Note 22 Financial instruments
Note 23 Other current liabilities
Note 24 Related parties
Note 25 Events after the balance
sheet date
Reduction of share capital
On April 28, 2025, the Annual General Meeting resolved to reduce the share capital by NOK 2,125,000 from NOK
434,975,999.50 to NOK 432,850,999.50, through the redemption of 1,000,000 shares, from 204,694,588 to 203,694,588
shares. The capital reduction was completed on August 15, 2025.
Dividends
On August 21, 2025, the Board of Directors resolved to distribute a cash dividend, pursuant to the authorization
granted by the Annual General Meeting held on April 28, 2025. The dividend, which was paid in 2025, amounted to NOK
127 million (NOK 0.63 per share).
Share buy-back program
During 2025, SATS repurchased a total of 5,721,697 shares under the share buy-back programs announced on
February 11 and May 8, 2025. On October 31, 2025, SATS initiated a new share buy-back program, under which
2,034,269 shares were repurchased during 2025. The repurchased shares will be used to optimize the share capital
structure through a redemption of treasury shares, which is considered beneficial for the Company’s shareholders.
| BASIC EARNINGS PER SHARE | ||
Amounts in NOK | 2025 | 2024 |
From continuing operations attributable to the ordinary equity | 2.35 | 1.59 |
Total basic earnings per share attributable to the ordinary equity | 2.35 | 1.59 |
Weighted average number of outstanding shares | 201,974,690 | 204,426,382 |
| DILUTED EARNINGS PER SHARE | ||
Amounts in NOK | 2025 | 2024 |
From continuing operations attributable to the ordinary equity | 2.34 | 1.59 |
Total diluted earnings per share attributable to the ordinary equity | 2.34 | 1.59 |
Weighted average number of outstanding shares | 203,069,458 | 205,458,913 |
| RECONCILIATION OF EARNINGS USED IN CALCULATING EARNINGS PER SHARE | ||
Amounts in NOK million | 2025 | 2024 |
| Basic earnings per share | ||
Profit attributable to equity holders of the Group | 474 | 326 |
| Profit attributable to the ordinary equity used in calculating basic earnings | 474 | 326 |
| per share | ||
| Diluted earnings per share | ||
Profit used in calculating diluted earnings per share | 474 | 326 |
| Profit attributable to the ordinary equity used in calculating diluted earnings | 474 | 326 |
| per share |
100
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS
100
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 to the consolidated financial statements
Note 1 General information
Note 2 Basis of preparing the consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets and contract liabilities
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Net financial items
Note 8 Tax
Note 9 Intangible assets
Note 10 Leases
Note 11 Property, plant and equipment
Note 12 Other non-current receivables
Note 13 Group structure
Note 14 Inventories
Note 15 Accounts receivables and other
current receivables
Note 16 Cash and cash equivalents
Note 17 Shareholders’ equity
Note 18 Earnings per share
Note 19 Borrowings
Note 20 Reconciliation of cash and cash
equivalents and borrowings
Note 21 Financial risk factors
Note 22 Financial instruments
Note 23 Other current liabilities
Note 24 Related parties
Note 25 Events after the balance
sheet date
| OVERVIEW OF INTEREST-BEARING LIABILITIES | ||
Amounts in NOK million at December 31 | 2025 | 2024 |
| Current | ||
Accrued interest cost | 9 | 12 |
Leases | 987 | 959 |
Total current interest-bearing liabilities | 996 | 971 |
| Non-current | ||
Bank borrowings | 1,480 | 1,440 |
Leases | 4,189 | 4,090 |
Total non-current interest-bearing liabilities | 5,669 | 5,530 |
Total interest-bearing liabilities | 6,666 | 6,501 |
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 | |
Amounts in NOK million | Total |
Less than 1 year | 53 |
1–2 years | 53 |
2–3 years | 1,521 |
3–5 years | 0 |
More than 5 years | 0 |
Payment profile for borrowings | 1,627 |
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 2024 and 2025.
101
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS
101
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 to the consolidated financial statements
Note 1 General information
Note 2 Basis of preparing the consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets and contract liabilities
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Net financial items
Note 8 Tax
Note 9 Intangible assets
Note 10 Leases
Note 11 Property, plant and equipment
Note 12 Other non-current receivables
Note 13 Group structure
Note 14 Inventories
Note 15 Accounts receivables and other
current receivables
Note 16 Cash and cash equivalents
Note 17 Shareholders’ equity
Note 18 Earnings per share
Note 19 Borrowings
Note 20 Reconciliation of cash and cash
equivalents and borrowings
Note 21 Financial risk factors
Note 22 Financial instruments
Note 23 Other current liabilities
Note 24 Related parties
Note 25 Events after the balance
sheet date
NOTE 20
Reconciliation of cash and cash equivalents
| LIABILITIES ARISING FROM FINANCING ACTIVITIES | ||||
| Cash and cash | ||||
| Amount in NOK million | equivalents | Borrowings | Leases | Total |
Net debt January 1, 2024 | -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 |
| Cash flows | ||||
Net cash flow from operations | -2,082 | 0 | 0 | -2,082 |
Net cash flow from investing | 318 | 0 | 0 | 318 |
Net cash flow from financing | 1,615 | 0 | 0 | 1,615 |
Repayments of borrowings | 0 | -85 | 0 | -85 |
Proceeds from borrowings | 0 | 85 | 0 | 85 |
Paid borrowing expenses | 0 | -4 | 0 | -4 |
Installments on lease liabilities | 0 | 0 | -992 | -992 |
Interest on lease liabilities | 0 | 0 | -251 | -251 |
| Non-cash changes | ||||
Net additions – leases | 0 | 0 | 1,245 | 1,245 |
Depreciation bank costs | 0 | 4 | 0 | 4 |
Foreign exchange rate changes | 7 | 40 | 125 | 173 |
Other changes | 0 | -3 | 0 | -3 |
Net debt December 31, 2025 | -512 | 1,489 | 5,177 | 6,154 |
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102
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 to the consolidated financial statements
Note 1 General information
Note 2 Basis of preparing the consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets and contract liabilities
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Net financial items
Note 8 Tax
Note 9 Intangible assets
Note 10 Leases
Note 11 Property, plant and equipment
Note 12 Other non-current receivables
Note 13 Group structure
Note 14 Inventories
Note 15 Accounts receivables and other
current receivables
Note 16 Cash and cash equivalents
Note 17 Shareholders’ equity
Note 18 Earnings per share
Note 19 Borrowings
Note 20 Reconciliation of cash and cash
equivalents and borrowings
Note 21 Financial risk factors
Note 22 Financial instruments
Note 23 Other current liabilities
Note 24 Related parties
Note 25 Events after the balance
sheet date
| EXPOSURE TO CURRENCY | ||||
Assets | Liabilities | |||
Amounts in million at December 31 | 2025 | 2024 | 2025 | 2024 |
SEK | 890 | 946 | 630 | 550 |
EUR | 3 | 3 | 7 | 7 |
DKK | 588 | 531 | 450 | 450 |
| EXPOSURE TO CURRENCY | ||
| Year-end spot rate | ||
2025 | 2024 | |
SEK | 1.094 | 1.029 |
EUR | 11.843 | 11.795 |
DKK | 1.586 | 1.582 |
| EXCHANGE RATE – SENSITIVITY ANALYSIS | ||
Amounts in NOK million | 2025 | 2024 |
SEK/NOK exchange rate – increase 10%¹ | 38 | 45 |
EUR/NOK exchange rate – increase 10%¹ | -3 | -4 |
DKK/NOK exchange rate – increase 10%¹ | 17 | 6 |
Impact on Profit/loss after tax | 52 | 46 |
| INTEREST RATE – SENSITIVITY ANALYSIS | ||
Impact on profit/loss after tax 2 | ||
Amounts in NOK million | 2025 | 2024 |
Interest rates – increase 100 basis points 1 | -10 | -12 |
Interest rates – decrease 100 basis points 1 | 10 | 12 |
| OVERVIEW OF NON-OVERDUE INTEREST RATE SWAPS PER DECEMBER 31, 2025 | ||||
| Notional in | Unrealized gain | |||
| Amounts in NOK million | currency million | Maturity | Fixed rate | December 31 |
IRS NOK | 694 | 28.10.2026 | 1.751 | 16 |
Fair value of the Group's interest rate swaps as at December 31, 2025, in NOK million | 16 |
| OVERVIEW OF NON-OVERDUE INTEREST RATE SWAPS PER DECEMBER 31, 2024 | ||||
| Notional in | Unrealized gain | |||
| Amounts in NOK million | currency million | Maturity | Fixed rate | December 31 |
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 |
103
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 to the consolidated financial statements
Note 1 General information
Note 2 Basis of preparing the consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets and contract liabilities
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Net financial items
Note 8 Tax
Note 9 Intangible assets
Note 10 Leases
Note 11 Property, plant and equipment
Note 12 Other non-current receivables
Note 13 Group structure
Note 14 Inventories
Note 15 Accounts receivables and other
current receivables
Note 16 Cash and cash equivalents
Note 17 Shareholders’ equity
Note 18 Earnings per share
Note 19 Borrowings
Note 20 Reconciliation of cash and cash
equivalents and borrowings
Note 21 Financial risk factors
Note 22 Financial instruments
Note 23 Other current liabilities
Note 24 Related parties
Note 25 Events after the balance
sheet date
| OVERVIEW OF NON-OVERDUE COMMODITY CONTRACTS PER DECEMBER 31, 2025 | ||||
| Underlying quantity | Unrealized loss | |||
| Amounts in NOK million | in Thousand MWH | Maturity | Fixed rate | December 31 |
Commodity contracts NOK | 0.7 – 2.2 | 30.06.2028 | 572 – 758 | -2 |
Commodity contracts SEK | 0.7 – 1.5 | 30.06.2028 | 435 – 589 | -2 |
Fair value of the Group's commodity contracts as at December 31, 2025, in NOK million | -4 |
| OVERVIEW OF NON-OVERDUE COMMODITY CONTRACTS PER DECEMBER 31, 2024 | ||||
| Underlying quantity | Unrealized loss | |||
| Amounts in NOK million | in Thousand MWH | Maturity | Fixed rate | December 31 |
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 |
| MATURITY PROFILE | |||||
| More than | |||||
Amounts in NOK million | 1–3 months | 3–12 months | 1–5 years | 5 years | Total |
Accounts receivables | 134 | 53 | 191 | 0 | 378 |
Other current receivables | 108 | 0 | 0 | 0 | 108 |
Cash and cash equivalents | 512 | 0 | 0 | 0 | 512 |
Financial assets | 755 | 53 | 191 | 0 | 999 |
Borrowings | 0 | 0 | 1,489 | 0 | 1,489 |
Lease liabilities | 314 | 903 | 3,542 | 1,248 | 6,007 |
Trade payables | 100 | 0 | 0 | 0 | 100 |
Other current liabilities | 377 | 0 | 0 | 0 | 377 |
Payment of interest | 13 | 40 | 84 | 0 | 138 |
Financial liabilities | 805 | 943 | 5,116 | 1,248 | 8,111 |
Net financial liabilities | -49 | -890 | -4,925 | -1,248 | -7,112 |
| MATURITY PROFILE | |||||
| More than | |||||
Amounts in NOK million | 1–3 months | 3–12 months | 1–5 years | 5 years | Total |
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 |
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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 to the consolidated financial statements
Note 1 General information
Note 2 Basis of preparing the consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets and contract liabilities
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Net financial items
Note 8 Tax
Note 9 Intangible assets
Note 10 Leases
Note 11 Property, plant and equipment
Note 12 Other non-current receivables
Note 13 Group structure
Note 14 Inventories
Note 15 Accounts receivables and other
current receivables
Note 16 Cash and cash equivalents
Note 17 Shareholders’ equity
Note 18 Earnings per share
Note 19 Borrowings
Note 20 Reconciliation of cash and cash
equivalents and borrowings
Note 21 Financial risk factors
Note 22 Financial instruments
Note 23 Other current liabilities
Note 24 Related parties
Note 25 Events after the balance
sheet date
| THE GROUP HAS THE FOLLOWING DERIVATIVE FINANCIAL INSTRUMENTS: | ||
Amounts in NOK million | 2025 | 2024 |
| Non-current assets | ||
Interest rate swap contracts | 0 | 33 |
Total non-current derivative financial instrument assets | 0 | 33 |
| Current assets | ||
Interest rate swap contracts | 16 | 0 |
Total current derivative financial instrument assets | 16 | 0 |
| Non-current liabilities | ||
Commodity contracts | 1 | 4 |
Total non-current derivative financial instrument liabilities | 1 | 4 |
| Current liabilities | ||
Commodity contracts | 3 | 6 |
Total current derivative financial instrument liabilities | 3 | 6 |
105
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 to the consolidated financial statements
Note 1 General information
Note 2 Basis of preparing the consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets and contract liabilities
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Net financial items
Note 8 Tax
Note 9 Intangible assets
Note 10 Leases
Note 11 Property, plant and equipment
Note 12 Other non-current receivables
Note 13 Group structure
Note 14 Inventories
Note 15 Accounts receivables and other
current receivables
Note 16 Cash and cash equivalents
Note 17 Shareholders’ equity
Note 18 Earnings per share
Note 19 Borrowings
Note 20 Reconciliation of cash and cash
equivalents and borrowings
Note 21 Financial risk factors
Note 22 Financial instruments
Note 23 Other current liabilities
Note 24 Related parties
Note 25 Events after the balance
sheet date
| ASSETS | |||
| Assets measured at | Fair value through profit | ||
| Amounts in NOK million | amortized cost | and loss | Total |
Other non-current receivables | 72 | 0 | 72 |
Accounts receivable | 161 | 0 | 161 |
Other current receivables | 108 | 0 | 108 |
Derivatives | 0 | 16 | 16 |
Cash and cash equivalents | 512 | 0 | 512 |
Total financial assets | 854 | 16 | 870 |
| LIABILITIES | |||
| Liabilities measured at | Fair value through profit | ||
| Amounts in NOK million | amortized cost | and loss | Total |
Borrowings | 1,489 | 0 | 1,489 |
Leases | 5,177 | 0 | 5,177 |
Trade and other payables | 100 | 0 | 100 |
Derivatives | 0 | 4 | 4 |
Other current liabilities | 377 | 0 | 377 |
Total financial liabilities | 7,143 | 4 | 7,147 |
| ASSETS | |||
| Assets measured at | Fair value through profit | ||
| Amounts in NOK million | amortized cost | and loss | Total |
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 | |||
| Liabilities measured at | Fair value through profit | ||
| Amounts in NOK million | amortized cost | and loss | Total |
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 |
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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 to the consolidated financial statements
Note 1 General information
Note 2 Basis of preparing the consolidated financial
statements
Note 3 Segment information
Note 4 Revenue, contract assets and contract liabilities
Note 5 Personnel expenses
Note 6 Other operating expenses
Note 7 Net financial items
Note 8 Tax
Note 9 Intangible assets
Note 10 Leases
Note 11 Property, plant and equipment
Note 12 Other non-current receivables
Note 13 Group structure
Note 14 Inventories
Note 15 Accounts receivables and other
current receivables
Note 16 Cash and cash equivalents
Note 17 Shareholders’ equity
Note 18 Earnings per share
Note 19 Borrowings
Note 20 Reconciliation of cash and cash
equivalents and borrowings
Note 21 Financial risk factors
Note 22 Financial instruments
Note 23 Other current liabilities
Note 24 Related parties
Note 25 Events after the balance
sheet date
NOTE 23
Other current 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.
| CONTRACT LIABILITIES | ||
Amounts in NOK million at December 31 | 2025 | 2024 |
Contract liabilities | 724 | 653 |
Contract liabilities | 724 | 653 |
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 | ||
Amounts in NOK million at December 31 | 2025 | 2024 |
Accrued employee benefit expenses | 108 | 93 |
Accrued vacation pay | 106 | 98 |
Accrued rent | 7 | 1 |
Accrued rent discounts | 51 | 40 |
Customer liabilities | 23 | 27 |
Other current liabilities | 82 | 101 |
Total other current liabilities | 377 | 360 |
NOTE 24
Related parties
| BALANCE SHEET ITEMS | ||||
| Amounts in NOK million at December 31 | ||||
Related party | Relationship | Type of services | 2025 | 2024 |
Key employees | Employees | Loan | 28 | 15 |
Total related party balance sheet items | 28 | 15 |
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 2025, a total of NOK 14.5 million in loans (NOK 0.3 million in 2024) was issued to key employees participating in
a partly debt-financed share investment program. During 2025, NOK 3 million of loans were repaid (NOK 3 million in
2024). The terms are regulated according to the arm's length principle. Please see the remuneration report published
on SATS' website www.satsgroup.com under “General meetings” for additional information.
NOTE 25
Events after the balance sheet date
On February 18, 2025, the Board of Directors of SATS ASA resolved to initiate a share buyback program with a
maximum consideration of NOK 200 million. The buyback program was commenced on February 18, 2025, and will not
end later than the Company’s Annual General Meeting of 2026.
On March 3, 2026, an extraordinary general meeting resolved to distribute a cash dividend of NOK 0.67 per share.
The dividend was paid on March 9, 2026, to shareholders of record as at March 5, 2026. This decision was made after
the reporting period and is therefore not reflected as a liability in the financial statements as at December 31, 2025.
Further, the extraordinary meeting resolved to reduce the share capital by NOK 8,500,000 by redemption of 4,000,000
shares. Following completion of the capital reduction the share capital of the company will be NOK 424,350,999.50,
divided into 199,694,588 shares, each with a nominal value of NOK 2.125.
Subsequent to the balance sheet date, the Company identified indications of unauthorised access to parts of its IT
environment and is currently investigating a cyber incident. As at the date of publication of this report, investigations
into the scope of the incident are ongoing.
On March 23, 2026, the Board of Directors approved a new investment program for all employees of the SATS Group,
aimed at aligning the interests of the participants with those of the Company’s shareholders. Due to the cyber incident
as described above, the Company was required to allocate significant internal and senior resources to its investigation
and therefore resolved to postpone the implementation of the Share Investment Program.
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 2025 consolidated financial
statements.
107
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107
financial
statements
parent
company
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS
108
Financial statements
parent company
Statement of profit or loss
Statement of financial position
Statement of cash flows
Notes to the financial statements parent company
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 Shareholders’ equity
Note 9 Borrowings
Note 10 Tax
Note 11 Financial risk factors
Note 12 Guarantees
Note 13 New IFRS standards
Note 14 Events after the balance sheet date
Statement of profit or loss
Amounts in NOK million for the period ended December 31 Notes 2025 2024
Other operating expenses 3 -12 -13
Total operating expenses -12 -13
Operating loss -12 -13
Group contributions 6 0 98
Interest income from Group companies 5, 6 146 145
Other interest income 31 39
Other financial income 221 262
Net loss derivatives unrealized 11 -11 -20
Interest expense to Group companies 6 -67 -59
Other interest expense 9 -60 -88
Other financial expenses -231 -266
Net financial items 4 29 112
Profit before tax 16 98
Income tax expense 10 -4 -22
Profit for the year 13 77
ALLOCATION OF PROFIT FOR THE YEAR
Amounts in NOK million for the period ended December 31 Notes 2025 2024
Retained earnings 8 13 77
Total allocation 13 77
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS
109
Financial statements
parent company
Statement of profit or loss
Statement of financial position
Statement of cash flows
Notes to the financial statements parent company
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 Shareholders’ equity
Note 9 Borrowings
Note 10 Tax
Note 11 Financial risk factors
Note 12 Guarantees
Note 13 New IFRS standards
Note 14 Events after the balance sheet date
statements of financial position
Amounts in NOK million at December 31 Notes 2025 2024
NON-CURRENT ASSETS
Financial assets
Investments in subsidiaries 5 2,956 2,956
Loans to Group companies 6 1,526 1,478
Derivative financial instruments 11 0 33
Other non-current receivables 6 28 15
Total non-current financial assets 4,510 4,482
Total non-current assets 4,510 4,482
CURRENT ASSETS
Receivables from Group companies 6 2 99
Other receivables 4 4
Derivative financial instruments 11 16 0
Cash and cash equivalents 7 269 153
Total current assets 291 257
Total assets 4,801 4,739
Amounts in NOK million at December 31 Notes 2025 2024
EQUITY
Share capital 8 433 435
Share premium 8 2,923 3,050
Other reserves 8 1 1
Treasury shares 8 -10 -19
Retained earnings/accumulated losses 8 -842 -631
Total equity 2,505 2,836
LIABILITIES
Non-current liabilities
Deferred tax liability 10 30 32
Derivative financial instruments 11 1 4
Borrowings 9 1,480 1,440
Total non-current liabilities 1,512 1,476
Current liabilities
Borrowings 9 9 12
Borrowings from Group companies 6 766 408
Derivative financial instruments 11 3 6
Current tax liabilities 5 0
Other current liabilities 1 2
Total current liabilities 785 427
Total liabilities 2,296 1,903
Total equity and liabilities 4,801 4,739
Oslo, March 27, 2026 (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
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS
110
Financial statements
parent company
Statement of profit or loss
Statement of financial position
Statement of cash flows
Notes to the financial statements parent company
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 Shareholders’ equity
Note 9 Borrowings
Note 10 Tax
Note 11 Financial risk factors
Note 12 Guarantees
Note 13 New IFRS standards
Note 14 Events after the balance sheet date
statements of cash flows
Amounts in NOK million for the period ended December 31 Notes 2025 2024
CASH FLOW FROM OPERATING ACTIVITIES
Profit before tax 16 98
Adjustment for:
Net gain from fair value on derivatives 11 20
Proceeds from interest income -31 -39
Proceeds from other financial income 0 -4
Payments of interest income 60 88
Payments of other financial expense 10 8
Change in intercompany receivables and payables 278 -72
Change in trade payables and other accruals -1 2
Net cash flow from operations 344 101
CASH FLOW FROM INVESTING
Loan to related parties -15 0
Proceeds from Group contribution 98 148
Proceeds from loan repayments 0 45
Interest on Group loans 59 93
Proceeds from loan to related parties 3 3
Net cash flow from investing 146 290
Amounts in NOK million for the period ended December 31 Notes 2025 2024
CASH FLOW FROM FINANCING
Repayments of borrowings 9 -85 -435
Proceeds from borrowings 9 85 113
Interest paid
1
-129 -151
Interest received
1
115 107
Dividends paid -127 0
Purchase of own shares -267 0
Proceeds from sale of own shares 49 5
Other financial items
1
-8 -14
Net cash flow from financing -368 -375
Net increase in cash and cash equivalents 7 121 16
Effect of foreign exchange rate changes on cash and cash
equivalents
-5 2
Cash and cash equivalents at the beginning of the period 153 136
Cash and cash equivalents at the end of period 7 269 153
1. Reclassifications between Interest paid, Interest received and Other financial items are recognized in 2024.
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS
111
Financial statements
parent company
Statement of profit or loss
Statement of financial position
Statement of cash flows
Notes to the financial statements parent company
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 Shareholders’ equity
Note 9 Borrowings
Note 10 Tax
Note 11 Financial risk factors
Note 12 Guarantees
Note 13 New IFRS standards
Note 14 Events after the balance sheet date
notes to the financial statements parent company
NOTE 1
General information
General information
SATS ASA is registered and domiciled in Norway with its head office at Nydalsveien 28, Oslo, Norway. The company
was incorporated on March 11, 2011.
The Board of Directors approved the financial statements on March 27, 2026.
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® Accounting
Standards as adopted by the European Union (EU), 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 2025 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.
NOTE 2
Accounting principles
The following description of accounting principles relevant for presentation applies to SATS ASA’s 2025 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
on hand and bank deposits.
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS
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Financial statements
parent company
Statement of profit or loss
Statement of financial position
Statement of cash flows
Notes to the financial statements parent company
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 Shareholders’ equity
Note 9 Borrowings
Note 10 Tax
Note 11 Financial risk factors
Note 12 Guarantees
Note 13 New IFRS standards
Note 14 Events after the balance sheet date
NOTE 3
Other operating expenses
OPERATING EXPENSES
Amounts in NOK million 2025 2024
Consultant services -9 -10
Other operating expenses -3 -3
Total operating expenses -12 -13
The company has no employees.
The Board of Directors received NOK 2 million in remuneration in 2025 (NOK 2 million in 2024). The remuneration to
the Board members is included in Other operating expenses.
AUDITOR’S REMUNERATION
Amounts in NOK million 2025 2024
Expensed auditor incl. VAT:
Statutory audit -1 -3
Other attestation and assurance services
1
-1 -1
Total auditor's remuneration -3 -4
1. In other attestation and assurance services for the year 2025, the attestation and assurance of the sustainability report is included with
NOK 1.4 million (NOK 0.6 million in 2024).
NOTE 4
Net financial items
INTEREST AND OTHER FINANCIAL INCOME
Amounts in NOK million 2025 2024
Dividends from subsidiaries and Group contributions 0 98
Interest income from Group companies 146 145
Interest income financial institutions 29 38
Foreign exchange gain 221 262
Other financial income 1 1
Total interest and other financial income 398 544
INTEREST AND OTHER FINANCIAL EXPENSES
Amounts in NOK million 2025 2024
Interest expense to Group companies -67 -59
Interest expense financial institutions -60 -88
Foreign exchange loss -221 -258
Net loss derivatives unrealized -11 -20
Other financial expenses -10 -8
Total interest and other financial expenses -369 -433
Net financial items 29 112
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.
Amounts in NOK million
Subsidiaries
Business
office
Ownership
percentage Equity
Gain
after tax
Carrying
amount 2025
SATS Holding AB Stockholm 100% 2,172 58 2,956
Investment in a subsidiary is carried at cost.
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS
113
Financial statements
parent company
Statement of profit or loss
Statement of financial position
Statement of cash flows
Notes to the financial statements parent company
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 Shareholders’ equity
Note 9 Borrowings
Note 10 Tax
Note 11 Financial risk factors
Note 12 Guarantees
Note 13 New IFRS standards
Note 14 Events after the balance sheet date
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
Amounts in NOK thousand at December 31
Related party/type Relationship Financial statement line item 2025 2024
Financing through SATS ASA Subsidiaries Loans to Group companies 1,526,287 1,478,357
Group contribution Subsidiaries
Receivables from Group
companies
0 98,192
Cash pool Subsidiaries
Borrowings from Group
companies
-765,393 -407,631
SATS Sports Club Sweden AB Subsidiaries Investment program 2,185 720
SATS Finland OY Subsidiaries Investment program 595 334
SATS Danmark A/S Subsidiaries Investment program 26 0
Key employees Employees Loan 27,579 14,948
SATS Norway AS Subsidiaries Other current receivables 0 86
SATS Vest AS Subsidiaries Other current receivables 0 22
Fresh Fitness AS Subsidiaries Other current receivables 0 36
SATS Sports Club Sweden AB Subsidiaries Other current liabilities -407 -149
SATS Norway AS Subsidiaries Other current liabilities -311 0
SATS Vest AS Subsidiaries Other current liabilities -41 0
Fresh Fitness AS Subsidiaries Other current liabilities -62 0
SATS Danmark A/S Subsidiaries Other current liabilities -86 0
Total related party balance sheet items 790,371 1,184,915
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.
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, 2025.
In 2025, a total of NOK 14.5 million in loans (NOK 0.3 million in 2024) was issued to key employees participating in
a partly debt-financed share investment program. During 2025, NOK 3 million of loans were repaid (NOK 3 million in
2024). The terms are regulated according to the arm's length principle. Please see the remuneration report published
on SATS' website www.satsgroup.com under “General meetings” for additional information.
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS
114
Financial statements
parent company
Statement of profit or loss
Statement of financial position
Statement of cash flows
Notes to the financial statements parent company
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 Shareholders’ equity
Note 9 Borrowings
Note 10 Tax
Note 11 Financial risk factors
Note 12 Guarantees
Note 13 New IFRS standards
Note 14 Events after the balance sheet date
NOTE 7
Cash and cash equivalents
Cash and cash equivalents include cash on hand and bank deposits.
CASH AND CASH EQUIVALENTS
Amounts in NOK million 2025 2024
Cash and cash equivalents 269 153
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 21 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
Shareholders’ equity
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, 2025, share capital amounts to NOK 433 million, consisting of 203,694,588 ordinary shares at a
face value of NOK 2.1250 per share. Please see Note 18 Earnings per share in the consolidated financial statements
for additional disclosures.
OVERVIEW OF THE SHAREHOLDERS AS AT DECEMBER 31, 2025
Shareholder
Number of
ordinary shares
Ownership
percentage
Folketrygdfondet 14,348,765 7.0%
J.P. Morgan SE, FI 7,889,563 3.9%
Maaseide Holdco AS 7,262,647 3.6%
Verdipapirfondet KLP Aksjenorge 6,019,890 3.0%
Verdipapirfondet Alfred Berg Gambak 5,811,788 2.9%
Vpf DNB Am Norske Aksjer 5,734,992 2.8%
The Bank Of New York Mellon Sa/nv, UK 5,193,864 2.5%
Sats ASA 4,726,793 2.3%
Vpf Sparebank 1 Norge Verdi 4,670,000 2.3%
The Bank Of New York Mellon Sa/nv, IE 4,538,000 2.2%
Vpf Fondsfinans Utbytte 3,758,083 1.8%
Hugo Lund Maurstad 3,500,000 1.7%
AAT Invest AS 3,500,000 1.7%
J.P. Morgan SE, LU 3,463,377 1.7%
Salt Value AS 3,140,242 1.5%
Verdipapirfondet Fondsfinans Norge 3,139,323 1.5%
Morgan Stanley & co. Int. Plc. 3,053,706 1.5%
N.A. Citibank 2,984,868 1.5%
Varner Equities AS 2,942,727 1.4%
The Bank Of New York Mellon Sa/nv, UK 2,751,000 1.4%
Other 105,264,960 51.7%
Total 203,694,588 100.0%
All shares have been fully paid and have the same rights.
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS
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Financial statements
parent company
Statement of profit or loss
Statement of financial position
Statement of cash flows
Notes to the financial statements parent company
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 Shareholders’ equity
Note 9 Borrowings
Note 10 Tax
Note 11 Financial risk factors
Note 12 Guarantees
Note 13 New IFRS standards
Note 14 Events after the balance sheet date
Reduction of share capital
On April 28, 2025, the Annual General Meeting resolved to reduce the share capital by NOK 2,125,000 from NOK
434,975,999.50 to NOK 432,850,999.50, through the redemption of 1,000,000 shares, from 204,694,588 to 203,694,588
shares. The capital reduction was completed on August 15, 2025.
Dividends
On August 21, 2025, the Board of Directors resolved to distribute a cash dividend, pursuant to the authorization
granted by the Annual General Meeting held on April 28, 2025. The dividend, which was paid in 2025, amounted to NOK
127 million (NOK 0.63 per share).
Share buy-back program
During 2025, SATS repurchased a total of 5,721,697 shares under the share buy-back programs announced on
February 11 and May 8, 2025. On October 31, 2025, SATS initiated a new share buy-back program, under which
2,034,269 shares were repurchased during 2025. The repurchased shares will be used to optimize the share capital
structure through a redemption of treasury shares, which is considered beneficial for the Company’s shareholders.
Treasury shares
During the period, the Group changed how equity effects from treasury share transactions are presented. Treasury
shares are now recorded at nominal value, and any difference between nominal and actual value is recognized directly
in Retained earnings. This change does not affect total equity or profit for the period. It is made to improve clarity in
equity disclosures, as using nominal value also creates a clear link between issued share capital and the number of
shares held by SATS ASA. Comparative figures have not been restated.
EQUITY
Amounts in NOK thousand
Share
capital
Share
premium
Other
paid-in
capital
Treasury
shares
Retained
earnings
(acc. losses) Total equity
Equity January 1, 2025 434,976 3,050,270 570 -18,920 -631,117 2,835,779
Investment program 287 387 788 1,462
Repurchase of shares -16,499 -250,331 -266,830
Proceeds from sale of treasury
shares
4,440 44,327 48,767
Cancellation of own shares -2,125 2,125 0
Dividends -127,459 -127,459
Reclassification 18,422 -18,422 0
Profit for the year 12,853 12,853
Equity December 31, 2025 432,851 2,922,810 857 -10,044 -841,903 2,504,571
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.
OVERVIEW OF INTEREST-BEARING LIABILITIES
Amounts in NOK million at December 31 2025 2024
Non-current
Bank borrowings 1,480 1,440
Total interest-bearing liabilities 1,480 1,440
Current
Accrued interest cost 9 12
Total interest-bearing liabilities 9 12
Please see Note 19 Borrowings in the consolidated financial statement for further disclosures.
Covenants, payment profile and effective interest rates
As at December 31, 2025, and December 31, 2024, covenant requirements were met. Information about existing
financial covenants is disclosed in Note 19 Borrowings in the consolidated financial statements.
The payment profile of the parent company is equal to the Group's payment profile disclosed in Note 19 Borrowings to
the consolidated financial statements.
Effective interest rates are disclosed in Note 19 Borrowings in the consolidated financial statements.
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116
Financial statements
parent company
Statement of profit or loss
Statement of financial position
Statement of cash flows
Notes to the financial statements parent company
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 Shareholders’ equity
Note 9 Borrowings
Note 10 Tax
Note 11 Financial risk factors
Note 12 Guarantees
Note 13 New IFRS standards
Note 14 Events after the balance sheet date
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 EXPENSE
Amounts in NOK million 2025 2024
Tax payable -5 0
Change in deferred tax 2 -22
Total tax expense -4 -22
RECONCILIATION OF THE NOMINAL STATUTORY TAX RATE TO THE EFFECTIVE TAX RATE:
Amounts in NOK million 2025 2024
Profit before tax 16 98
Expected taxes at nominal tax rate of 22% -4 -22
Income tax expense -4 -22
Effective tax rate 22% 22%
MOVEMENT IN DEFERRED TAX LIABILITIES
Amounts in NOK million 2025 2024
Financial instruments -129 -135
Amortized borrowing cost -10 -9
Basis deferred tax liabilities -138 -145
Carrying amount deferred tax liabilities -30 -32
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 8 Tax of the consolidated financial statements and
the Board of Directors’ Report for additional information.
NOTE 11
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 19 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.
Commodity price risk
SATS is exposed to fluctuations in electricity prices, which the Group manages through commodity contracts as part
of its risk management policy.
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 derivatives is calculated as the present value of
estimated future cash flows.
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 21 Financial risk factors 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.
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Financial statements
parent company
Statement of profit or loss
Statement of financial position
Statement of cash flows
Notes to the financial statements parent company
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 Shareholders’ equity
Note 9 Borrowings
Note 10 Tax
Note 11 Financial risk factors
Note 12 Guarantees
Note 13 New IFRS standards
Note 14 Events after the balance sheet date
SATS HAS THE FOLLOWING DERIVATIVE FINANCIAL INSTRUMENTS:
Amounts in NOK million 2025 2024
Non-current assets
Interest rate swap contracts 0 33
Total non-current derivative financial instrument assets 0 33
Current assets
Interest rate swap contracts 16 0
Total current derivative financial instrument assets 16 0
Non-current liabilities
Commodity contracts 1 4
Total non-current derivative financial instrument liabilities 1 4
Current liabilities
Commodity contracts 3 6
Total current derivative financial instrument liabilities 3 6
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 21 Financial risk factors in the consolidated financial statements for additional disclosures.
NOTE 12
Guarantees
SATS ASA has issued parent company guarantees as security for payment of rental agreements entered into by other
Group companies. The net present value on these agreements amounts to NOK 20 million in 2025.
NOTE 13
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 14
Events after the balance sheet date
On March 3, 2026, an extraordinary general meeting resolved to distribute a cash dividend of NOK 0.67 per share. The
dividend was paid on March 9, 2026, to shareholders of record as at March 5, 2026. This decision was made after the
reporting period and is therefore not reflected as a liability in the financial statements as at December 31, 2025.
Further, the extraordinary meeting resolved to reduce the share capital by NOK 8,500,000 by redemption of 4,000,000
shares. Following completion of the capital reduction the share capital of the company will be NOK 424,350,999.50,
divided into 199,694,588 shares, each with a nominal value of NOK 2.125.
Subsequent to the balance sheet date, the Company identified indications of unauthorised access to parts of its IT
environment and is currently investigating a cyber incident. As at the date of publication of this report, investigations
into the scope of the incident are ongoing.
On March 23, 2026, the Board of Directors approved a new investment program for all employees of the SATS Group,
aimed at aligning the interests of the participants with those of the Company’s shareholders. Due to the cyber incident
as described above, the Company was required to allocate significant internal and senior resources to its investigation
and therefore resolved to postpone the implementation of the Share Investment Program.
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 2025 consolidated financial
statements.
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Statement from the Board and the CEO
We confirm that, to the best of our knowledge,
the consolidated financial statements for the year ended December 31, 2025,
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, 2025,
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
Oslo, March 27, 2026
(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
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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 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 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 of 31 December 2025, 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 of 31 December 2025, 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 financial
statements, including material accounting policy information.
In our opinion
• the financial statements comply with applicable statutory requirements,
• the financial statements of the Company give a true and fair view of the financial position of the
Company as at 31 December 2025, 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 financial statements of the Group give a true and fair view of the financial position of the Group as
at 31 December 2025, 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)
as applicable to audits of financial statements of public interest entities, 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 7 years since the company
became listed, including the year of listing.
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ASA
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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 2025. 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
Description of the Key Audit Matter How the matter was addressed in the audit
Refer to note 9 in the Group financial statements
for descriptions of management’s impairment
testing process and key assumptions. Refer also
to note 2 for a description of related estimates
and assumptions.
As disclosed in note 9 the Group has recognized
goodwill of NOK 2.587 million per 31 December
2025.
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 2025.
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 acquisition
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 9.
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
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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.
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
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.
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ASA
4
• 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-2025-12-31-1-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.
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
Independent auditor’s report
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5
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 2026
Deloitte AS
Mats Nordal
State Authorised Public Accountant
(electronically signed)
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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 (“Group”), included in Sustainability Report of the Board of Directors’ report (the “Sustainability
Statement”), as at 31 December 2025 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 2025 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.
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
with the ESRS and for disclosing this Process in "General Information" of the Sustainability Statement. This
responsibility includes:
Independent sustainability auditor's
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SATS ASA
2
• 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;
• preparing the disclosures in Statement on the EU Taxonomy for sustainable economic activities in
2025 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
• 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
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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 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 selected relevant personnel and analytical procedures on selected information
in the Sustainability Statement;
• performed substantive assurance 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 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 selected identified taxonomy-eligible and taxonomy-
aligned economic activities is included in the Sustainability Statement, and
• performed inquiries of selected 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 2026
Deloitte AS
Mats Nordal
State Authorised Public Accountant - Sustainability Auditor
(This document is signed electronically)
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS
123
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 19 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.
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
124
Definitions
Average number of members per club
Outgoing member base divided by outgoing
number of club
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
MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS
125
Investor Relations Contacts
Cecilie Elde
CFO
+47 92 41 41 95
Stine Klund
Investor Relations
+47 98 69 92 59
SATS ASA
+47 23 30 70 00
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