3
0,56
-0,11
1,03
1,42
1,69
-0,2
0
0,2
0,4
0,6
0,8
1
1,2
1,4
1,6
1,8
2021 2022 2023 2024 2025
EARNINGS PER SHARE 2021-25
Letter to
shareholders
Dear Customer and Stakeholder
I would like to use this opportunity to thank you
for our continued partnership and collaboration.
I hope Vistin Pharma continuously live up to
your expectations. I would like to provide some
insights into our 2025 highlights and operational
focus.
Vistin Pharma is a European manufacturer of
high-quality Metformin API (Active
Pharmaceutical Ingredient) with our fully
automated manufacturing plant in Kragerø,
Norway. Traditionally most API’s are
manufactured out of Asia, however Vistin is
showing that it is both possible and valuable to
manufacture in Norway. Our way of working is
through long-term collaboration with our
customers and stakeholders where
transparency, trust and high quality are the
essence of the partnership in addition to our
dedication towards delivering according to
customer and market expectations.
Today Vistin has around 10% of the global
market share of Metformin API, and the global
market is showing an underlaying stable growth
(CAGR) of 4-6% annually. The growth of
Metformin is driven by the growing number of
people in the world who develop diabetes type
2. There is also a growth in the number of
people in low- and middle-income countries
getting diagnosed and treated with Metformin
– which is an efficient, affordable and safe drug
treatment.
Metformin can be seen as a commodity
pharmaceutical product and has several
competitors in the global landscape. High
volume manufacturing of a commodity API in
Norway and Europe means we need to be
highly focused on unit cost in addition to high
product quality and supply security.
We achieve this by high levels of automation
and a continued focus on reducing operational
expenses by focusing our capital allocation
(CAPEX) towards projects that give permanent
long-term savings. This is necessary to be able
to offer customers and partners competitive
pricing and in addition making sure we have
divided capacity to offer our owners annual
returns on their investment.
We ended 2025 with all-time high sales volume,
growth on top- and bottom line, and all time
high net profit. Earnings per share (EPS)
increased 19% compared to last year, following
a 202% increase in EPS since 2021. In 2025
we paid out 1,25 NOK in dividend to our
investors corresponding to 5-6% annual yield.
4
Our strong results have been achieved by
strong commercial execution over the past
years with high focus on procurement costs,
OPEX initiatives and sales activities maintaining
a healthy gross margin and growing our sales
volume.
The market price for Metformin API fluctuates
with the global raw material- and energy prices.
Our aim is to maintain a long-term gross margin
of 60% and by doing so ensure a healthy
EBITDA margin and dividend for our owners.
This means that the topline may be lower one
year, yet bottom-line showing growth and
increased margins, even though both raw
materials and sales prices are lower than
previous years.
Vistin Pharma is like a miniature global
corporation. We procure and import raw
materials globally into our manufacturing in
Norway, and we export our products globally.
We have all functions to cover end-to-end
supply chain, and we have shown that we have
been able to persevere and maneuver as an
organization through rough global terrain like
the covid period.
We see the reshoring trend where global
pharmaceutical drug producers look for local
European supply of critical API’s due to the
shifting geopolitical situation both from a supply
perspective but also with tailwind from the new
EU Critical Medicines Act established to
incentivize European pharmaceutical
manufacturing. The changing customs tariffs
during 2025 have not influenced our business.
In 2025 both our manufacturing lines operated
with high stability throughout the year in parallel
with our volume ramp-up projects. In the first
quarter of the year, we had a planned change of
one of our two reactors. This change was
completed on time and cost only possible by
excellent planning and dedication from the
whole Vistin engineering team. Even with the
additional downtime the production volume
reached record high 5 900 metric tons in 2025.
We experience that producing at higher speeds
also creates higher wear and tear over time on
our machinery, so proactive maintenance is
important to avoid downtime. At Vistin we have
a very dedicated and professional maintenance
team who we are very proud of. They always
deliver on time and with customers in mind. Our
aim is to have a capacity of 7000 metric tons.
As we get closer to the goal, this requires not
only technical capacity, but also logistical
improvements and improving workflows such as
faster release time, speed of material through
our warehouse and improved internal
handovers.
Our employees are our most important asset
and people feel proud of being part of Team
Vistin. We are happy to have such dedicated
employees with high technical skillset and
dedication towards satisfying our customers. In
2025 we also launched Vistin Academy, a new
leadership development and employee training
program for our employees. Three sessions
have been held so far with enthusiastic
feedback from participants.
We believe in the importance of being a good
local corporate citizen and ensuring clean
operations. An example of this is our
multimillion CAPEX in our new water recycling
plant. This reduces our consumption of water
from the local municipality pipelines by 80% and
reduces cost.
Another relevant attribute of Vistin Metformin is
the significantly lower carbon footprint the
customers achieve by purchasing Vistin
Metformin compared to Asian produced
Metformin. The difference can be as much as 7-
12kg CO2e/kg Metformin API. Main reason for
this is that Vistin use 100% renewable
hydropower whereas coal power is used in
Asia. With international carbon prices and fees
of 50-100 €/ton and Metformin production being
high energy consuming this becomes a
sustainable competitive advantage.
5
There are advantages to being a dedicated
Metformin supplier because we can allocate all
our focus and flexibility to our customers. We
are in a strategic process looking into options
for further strengthening our business outside of
the Metformin landscape. We have
communicated to the market that we have a
strategic intent to increase the number of
products within our portfolio. Growth may come
from M&A activity, establishing a European
CDMO (Contract Development Manufacturing
Organization) for API or expanding our capacity
even further within Metformin.
In 2025 we developed a new product variant in
our portfolio. 95% Direct Compressible pre-
granulated Metformin delivered in big bags for
customers worldwide to be able to skip the unit
operation step of granulation and just place the
big-bag on top of their tableting machines. We
aim to have the first commercial sales of this
product variant during 2026.
Diabetes is really one of the big health
emergencies in this century and new diabetes
drugs will always enter the market being
effective in various ways. We have seen this
with the DDP4 and SGLT2 combination
products in past years and now also with the
GLP-1 diabetes type 2 treatment with weight
reducing effect, and most recently oral
administration rather than parenteral. However,
Metformin is used as baseline treatment and
the combination drugs are typically added on
top of Metformin, hence the future of Metformin
is solid. When you have a safe, efficacious drug
product with a monthly treatment cost of 4-5
USD, it is an easy treatment choice for the
prescribing doctors, and an affordable treatment
in low-and middle-income countries.
The delivery time of raw materials from Asia
has been less volatile compared to last year,
Vistin will be keeping a larger than normal level
of stock due to the current volatility in freight
lead times. Keeping stock has some financial
cost associated with it, but we have seen the
value of being able to supply even in turbulent
times. Therefore, investors may see inventory
levels being strategically higher than normal
during 2026.
Looking ahead into 2026 we are steadily
ramping up the volume capacity further and
ensuring volumes to our customers growing
demands. We are also increasing our sales
activities into new regions and countries in Asia
and the Middle East, two regions where the
growth of diabetes 2 and the medical need is
high. Here we are looking for strategic customer
partnerships. Our aim is to fill the manufacturing
capacity and become even more competitive in
price as we increase our manufacturing volume
to harvest further economies of scale.
I wish to thank our customers and stakeholders
for our great and open collaboration in 2025.
We take pride in supporting our customers drug
product business knowing that Vistin is always
there to support you as your preferred, flexible
and trusted partner.
Magnus Tolleshaug
CEO
6
MARKET & STRATEGY
During 2025, Vistin Pharma ASA and its
subsidiary (“Vistin Pharma” or the “Company”)
has one business segment: pharmaceuticals.
Vistin Pharma is a major player and a well-
recognized global supplier of Metformin, the
standard baseline treatment of diabetes II.
Market
Diabetes is one of the most serious diseases of
this century. The number of diabetes patients
are expected by WHO to grow from
approximately 590 million patients today to
more than 850 million within 25 years. About
11% of the world’s population in the age group
between 25 – 79 years are living with diabetes.
The global demand for Metformin API is
expected to grow by approximately 31.000MT
to 109.000MT (metric tons) by 2030.
Metformin is the standard first-line treatment of
Type II Diabetes, which represents around
90% of the global diabetes cases. Vistin
Pharma’s key customers are leading
pharmaceutical companies that use our API
into innovative and generic Metformin drug
products to the end market. The product
demand will therefore be dependent on the
performance of these products in the market.
Key drivers for future growth are the number of
diabetes patients diagnosed and treated with
metformin-containing products, continued
growth in sales volume from existing
international customers, as well as adding new
customers to Vistin’ s portfolio. The company is
currently experiencing good demand for its
products.
Strategy
Vistin’ s strategy is to build a >7000 MT
Metformin business through world class
operations and strategic customer partnerships
in order to maintain and over time grow the
global market share. Further, it is our ambition
to make our manufacturing site the most
technologically advanced and environmentally
sustainable state-of-the-art Metformin plant in
the world.
Vistin has positioned itself as a premium
supplier in the highly competitive Metformin
market, and to become a front runner on
sustainability by continuous focus and
innovations on reduction of emissions and
waste production. Vistin is one of two
European Metformin manufacturers, and the
only one with a dedicated facility.
Vistin Pharma believes that the quality of its
Metformin products, its advanced, fully
automated production facility, continuous focus
on and investment in sustainable operations,
and its service and delivery performance, are
competitive advantages and drivers for
increased sales and future growth.
After installation of the new second production
line (MEP) in Q1 2022, the company has been
focusing on ramping up volume from the two
production lines. A significant part of the
company’s resources engages in optimizing
output and building efficient and robust
processes to achieve up to 7000MT of annual
Metformin HCl output, and sales volume
accordingly.
3100
3500
3600
3700
5300 5300
5900
0
1000
2000
3000
4000
5000
6000
7000
2019 2020 2021 2022 2023 2024 2025
Production volume in metric tons
7
Higher manufacturing and sales volumes going
forward are expected to increase working
capital requirements, however this will fluctuate
from quarter to quarter. In addition, Vistin’ s
further growth ambitions will require some
additional CAPEX to support growth, increased
productivity and sustainability. Vistin has a
strategy of keeping additional safety stock of
critical raw materials and finished goods to
secure future supply and support the ramp-up
plan. Such safety stock is planned to mitigate
potential irregularities or delays around delivery
lead times of raw material from Asia and/or any
negative effects from the ongoing war in
Ukraine. Vistin may also hold certain levels of
safety stock for its tier-one customers.
Vistin Pharma’s long-term vision is to have no
negative impact on the environment, people,
and local community by the Company’s
presence. Vistin Pharma is proud of the
sustainability achievements, the track record of
deliverables and ongoing ESG focus and
investments to further reduce the Company’s
carbon footprint. Vistin Pharma’s customers
are, to a growing extent, also requesting and
expecting their suppliers to support the shift
towards a sustainable future. Vistin is
strategically well positioned to fulfil these
needs being situated in Norway with renewable
hydropower and stable environmental focus.
Sales & Marketing
Our strategy is to grow with our existing and
new customers, fulfilling their demands and
gradually utilize all available production
capacity by increasing our market share via
active sales Business to Business (B2B).
Vistin has a global footprint and exports 100%
of our product globally all the way from Far
East to Latin America. Vistin API is registered
and used in more than 100 countries today.
Our main sales model is direct sales, but we
also work with distributors and agents.
Recently we have been increasing our sales
activities into new regions and countries in Asia
and the Middle East, two regions where the
growth of diabetes 2 and the medical need is
high. Here we are looking for strategic
customer partnerships.
Our Metformin distinguishes itself from
competitors by being more easily processable
(saves manufacturing time), contains less
residual DMA and no nitrosamines. In addition,
Vistin has a very low carbon footprint due to
the use of 100% renewable hydropower in the
high energy consuming manufacturing of
Metformin, rather than using coal power which
is used in Asia.
Competitive drugs
New diabetes drugs will always enter the
market being effective in separate ways. This
was the case with the DDP4 and SGLT2
combination products in past years, and now
also with the GLP-1 diabetes type 2 treatment
with weight reducing effect. However,
Metformin is used as baseline treatment, and
the combination drugs are typically added on
top of Metformin. Because Metformin is a safe,
efficacious drug product with a monthly
treatment cost of as low as 4-5 USD, it is an
easy treatment choice for prescribing doctors
and an obvious choice for low-and middle-
income countries where drugs are paid out-of-
pocket.
Research and Development (R&D)
Vistin is positioned as a premium supplier in
the market. To strengthen this position, Vistin is
committed to invest in process and product
quality development and take advantage of
Best Available Techniques (BAT) in its
production environment. Vistin has a separate
department consisting of four highly competent
engineers dedicated to work with process,
productivity, and quality improvements.
8
Strategic intent
There are advantages being a dedicated
Metformin supplier because we can allocate all
our focus and flexibility to our customers.
However, we are in a strategic process looking
into options for further strengthening our
business outside of the Metformin landscape.
We have previously communicated to the
market that we have a strategic intent to grow
further and increase the number of products
within our portfolio. Growth may come from
M&A activity, establishing a European
multiproduct Contract Development and
Manufacturing Organization (CDMO) and/or
expanding our capacity even further within the
Metformin space.
Vistin Pharma owns 15% of CF Pharma. CF
Pharma is an API CDMO located in Budapest,
Hungary and has an extensive production site
in Budapest, with an experienced R&D
department for development of new products
and processes. The company has a proven
track record in developing and commercializing
Active Pharmaceutical Ingredients (APIs).
9
*Plant closed in Q1’22 for installation of new
production line
Presentation of financial results
for the group
Total revenue and other income for Vistin
Pharma in 2025 amounted to MNOK 452.3
(MNOK 429.5). The revenue for both 2025 and
2024 relate exclusively to sales of Metformin.
The operating profit for 2025 was MNOK 92.4
(MNOK 85.3). Net profit in 2025 amounted to
MNOK 74.8 (MNOK 62.8). Record high sales
volume of more than 5 800 metric tons (+12%)
Metformin in 2025 has positively affected the
revenue. Increased volume is also the main
driver behind the all-time high operating result.
Global Metformin prices have been lower in
2025 compared to 2024, as raw material prices
have decreased from high post pandemic
levels which has resulted in lower realized
prices, however at higher margins due to
excellent commercial execution during the
year.
Liquidity, financial position and
investments
Financial items
Net finance ended positive with MNOK 3.5 for
2025, compared to negative with MNOK 4.8 in
2024. Finance income and loss are in general
related to realized and unrealized FX losses
from customers receivables, currency hedging
contracts in EUR and interest expense from
credit overdraft. Net finance income in 2025
was mainly related to realized and unrealized
gain from FX hedging contracts.
Cash flow
Net cash flow for 2025 from operating activities
was positive with MNOK 78. The operational
cash flow was affected by working capital
increase due to higher inventory (increased
safety stock) and receivables (increased sales).
Net cash flow from operating activities in the
same period of 2024 was positive with MNOK
107.9. Longer sailing distance to Asia due to
the Red Sea situation have resulted in
increased payment time from Asian customers.
Net cash flow from investing activities in 2025
was negative with MNOK 16.3. This was
constituted mainly by capital expenditure and
some leasing repayments. Net cash flow from
investing activities in the same period last year
was negative with MNOK 40.3 also
representing capital expenditure and leasing
repayments in addition to the acquisition of a
15% ownership stake in CF Pharma.
Net cash flow from financing activities in 2025
was negative with MNOK 58.1. Net cash flow
from financing activities in 2024 was negative
with MNOK 80.9. For both periods, the cash
decrease was mainly driven by dividend
payments of MNOK 55 in 2025 and MNOK 78
in 2024.
Net change in cash and cash equivalents for
2025 was positive with MNOK 3.6. In the same
period last year, there was a net decrease in
cash equivalents of MNOK 13.4.
27
55
44
6
86
104
115
0
20
40
60
80
100
120
140
2019 2020 2021 2022 2023 2024 2025
EBITDA metformin (MNOK)
10
Balance sheet
Assets
Vistin Pharma had total assets of MNOK 439.4
as of 31 December 2025 (MNOK 385).
Equity
Equity by the end of December was MNOK
328.8 (MNOK 309.5). This equals an equity
ratio of 75%.
Liabilities
The Company had a net cash position of
MNOK 16.4 as of end 2025, compared to net
cash of MNOK 12.8 per year-end 2024. MNOK
1.5 (MNOK 2.2) in obligations related to lease
contracts are recognized in the balance sheet
according to IFRS 16.
Events after the balance sheet date
There have not been events subsequent to the
closing date of 31 December 2025, that affect
the financial situation or the Company’s
operational activities.
The Board of Directors will propose for the
AGM to pay out an ordinary cash dividend of
up to NOK 1.50 per share, to be paid partly
with NOK 1 in May and up to NOK 0.50 in
November
Vistin has built significant safety stock of critical
raw materials over the past quarters which is
mitigating potential supply chain interruptions
due to the Middle East conflict. Increased
freight and raw material prices are expected
going forward, which in turn will increase the
global metformin prices.
Organizational
matters
Organization
At the end of 2025, the Group had 77
employees.
Board of Directors
At year end the board consisted of Øyvin A.
Brøymer (chairman), Bettina Banoun, Kari
Krogstad, Espen Marcussen, Espen Lia
Gregoriussen (employee representative), Stine
Wang Rønningen (employee representative),
and Kjell-Erik Nordby (observer).
11
Long and successful
growth track record
88
101
111
142
150
176
171
177
201
228
254
279
305
438
430
452
0
50
100
150
200
250
300
350
400
450
500
2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025
Revenues Vistin metformin (MNOK)
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
PEOPLE
Equal opportunities
Vistin is committed to being a responsible
employer and promotes an open and strong
corporate culture. The Company has
established practices to ensure equal
opportunities between female and male
employees, as well as between different
ethnicities. The Group had 77 employees at
year-end 2025, of which 24 are females. Three
employees were part-time workers according to
their own decision. All employees are offered
equal opportunities with regard to hiring,
compensation, training and promotion
regardless of gender, age, ethnic and national
origin, religion, sexual orientation, social
background or other distinguishing
characteristics.
Vistin offers full pay during parental leave for
both men and women, and in 2025 one of
Vistin’s female and two of the male employees
took parental leave. On average, the length of
the parental leave that was completed during
the year, was approximately 10 weeks.
Vistin has not registered any involuntarily
overtime or part-time work during 2025.
Approximately 55% of the leadership roles in
the middle level is held by females.
Salary comparison*
Category
Females
Males
Females share
of male’s salary
Category 1
1
3
65%
Category 2
6
5
105%
Category 3
2
3
91%
Category 4
4
35
87%
Category 5
6
6
84%
Category 6 5 1 78%
*Vistin completed in 2025 a salary survey to
benchmark female’s salary compared to their male
colleagues. Adjusted for age, number of years’
experience and formal competence the female’s
salary is on a similar level as the males.
The Executive Management group in 2025
consists of four members, of which one
member is female. The Board of Directors
currently has three female members out of
seven. The Board does not consider it
necessary to take further measures to ensure
equal opportunities.
Code of Conduct
Vistin Pharma has established a formal code of
conduct, as well as a set of policies and
procedures for handling quality, health, safety
and environment. The Company is committed
to a work environment where all employees
feel safe and are valued for the diversity they
bring to the business. Vistin Pharma honors
domestic and internationally accepted labor
standards and supports the protection of
human rights. The Company does not tolerate
any harassment or any act of violence or
threatening behavior in the workplace,
including any sexual, age-related, or racial
harassment.
The people employed at Vistin Pharma are the
most important resource for success, and the
Company strives to create a healthy and safe
environment for all employees and contractors.
All employees are entitled to an annual review
with their immediate supervisor. For new
employees individual training programs are set
up when onboarding or after individual
evaluations. The training is tailored to each
role, tasks and duties and can include both
internal and external courses, seminars, and
other relevant arrangements.
30
Environment, Health and Safety (EHS)
For Vistin Pharma, QHSE (quality, health,
safety, and environment) is an integrated
element of its business, and an electronic
system is in place to monitor and follow-up any
accident incidents. Key safety indicators, such
as TRI’s (total recordable incidents), are
continuously monitored, reported and reviewed
on a continuous basis. No work-related
incident was registered in 2025. There have
only been two reported TRI’s in Vistin, for the
preceding eight years.
The statistics of only two TRI’s and LTI’s (lost
time injury) for eight consecutive years show
that the company’s focus on creating an EHS
culture and establishing barriers to minimize
the risk of accidents has been successful. Sick
leave for the year totaled 4.0% compared to
5.9% last year, which is below industry
average. In order to improve the working
environment, actions are taken to reduce static
loads for the operators in production and
reduce exposure towards dust, gases and
chemicals.
Employee skills and job engagement
The ability to attract and retain a skilled
workforce is important for Vistin to succeed in
the long term. Vistin’s organization and culture
are key drivers for the stakeholder value
creation. The culture is built on three core
values, which guide the daily activities:
Agile - Means being engaged, ambitious,
flexible and attentive towards the market to
make sure customers and partners succeed
Responsive - Means responding quickly, act
jointly to develop the best possible products
and solutions and deliver as agreed
Genuine - Means to be open and inquisitive,
perform with integrity and responsibility and
share our knowledge, skills and experience
with customers and alliances.
The company has developed a competence
matrix which clarifies the required competence
and resources needed to ensure the right
quality of the products and services provided to
meet customers’ needs. Employees have
yearly development interviews with their
manager and based on this a development
plan is created and maintained. Employees are
encouraged to attend training programs. The
training program is linked to each role, tasks
and duties and includes tutoring and
participation at internal and external courses,
seminars, and other relevant arrangements.
31
Key employee
data:
2024
2025
Number of employees 75 77
Number of part-time workers 3 3
Turnover (number of employee's) 3 4
Sick leave 5.9 % 4.0 %
LTI (Injury w/absence) 1 0
MTC (injury w/medical treatment) 0 0
Number of hours worked since last LTI 50 233 121 045
% Females 26 % 31 %
% Females in management positions 38 % 47 %
% Male parental leave ~1 % ~1 %
% Female parental leave 0% ~1%
Reported whistleblower incidents 0 0
Reported incidents of other concerns 0 0
Number of employee's GMP trained 75 77
32
PRODUCT GOVERNANCE
Product quality and safety
Vistin produces Metformin Active
Pharmaceutical Ingredient (API) that improves
Diabetes 2 patients’ quality of life. Metformin
API is supporting effective health care with
high efficacy and very good safety profile, and
at an affordable price to patients and health
authorities. Today Vistin contributes to deliver
diabetes type 2 medicine to millions of patients
every day. The products from Vistin are subject
to high quality and safety requirements and
require high competence and excellent quality
systems. Vistin’s quality management system
(EQMS) ensures that its products and services
are delivered in accordance with relevant acts,
regulations, and requirements. The company’s
QMS is based on the cGMP regulations, and
complies with national and international
standards, rules and regulations for
manufacturers and suppliers of medicinal
products. The QMS consists of a set of
policies, standard operation procedures, forms,
and work instructions to ensure that the
products meet the required quality and safety
standards.
Product life cycle and
environmental footprint
Vistin operates in a highly regulated market
with regards to product quality and compliance
with regulatory requirements. The product and
the production plant are annually audited by
different national health organizations like
Norwegian DMP, EU EMA, US FDA, Japan
PMDA, etc. The company has a history of
delivering high quality API to customers and a
very good track record from government audits.
This is all key and an important contributing
factor to the long-term growth and value
creation for stakeholders.
Vistin has prepared an environmental program,
last updated in 2025, to increase
environmental focus, ensure sustainable
operations and reduce its environmental
footprint. The company’s direct environmental
impact relates primarily to the production
facilities at Fikkjebakke in Kragerø. Norway,
the distribution to European countries and Asia
as well as some travelling in connection with
sales and quality/HMS audit activities.
Employees are encouraged to take
environmentally friendly options into
consideration, like minimizing the number of
flights. Employees are further encouraged to
reduce consumption and waste generated from
their daily business activities. Vistin has
established routines for the management of
chemicals and waste and have today a total
recirculation rate of ~90% in our manufacturing
plant.
33
The company’s indirect environmental impact
is mainly through the purchase of needed key
starting materials from Europe, India, and
China to be able to produce Metformin API.
Some key starting materials are produced in far
east and are transported to Europe and
Norway by long-sea. Vistin has a very low
environmental footprint compared to peers due
to use of 100% renewable hydropower in
manufacturing and very low levels of emission
to air, soil, and water.
Transportation of containers of raw materials
inbound and product to customers outbound
also influences the company’s indirect
environmental footprint. Metformin API is a
high-volume product and approximately 220-
260 forty feet freight containers enter and leave
the factory on annual basis.
Vistin has a long-term relationship with the raw
material suppliers, and work with them to
continuously improve. Vistin has clear
expectations towards the suppliers in relation
to EHS matters through supply agreements
and our Supplier Code of Conduct. Vistin aims
to increase its collaboration with freight
forwarders and raw material suppliers who
show dedicated focus on reducing their
environmental footprint, contributing to Vistin’s
long-term goals.
Ethical business
Vistin complies to the new Transparency Act
(‘Åpenhetsloven’) introduced by the Norwegian
Government in 2022. The Company annually
publish an updated report including a detailed
due diligence assessment of its raw-material
and service suppliers according to the
principles in the Transparency Act.
The report is available on www.vistin.com.
34
35
Whistle blowing
Vistin has established routines for reporting
concerns related to illegal or unethical conduct,
including a whistle blowing channel for discrete
and confidential handling of any potential
reports. There were no reported concerns
during 2025.
Responsible selling practices
The company's products are sold either directly
to customers (B2B) or through distributors in all
continents. A standardized sales process has
been established to ensure truthful and
responsible selling practices as well as the
qualifications of all customers. All customer
communication is done by trained and
authorized personnel.
Data security and customer privacy
As a healthcare company, Vistin may gather
and store personal data as part of its
operations. Vistin recognizes its responsibility
of managing the data collected in a responsible
manner and keeping the data safe. The
company is subject to laws and regulations that
stipulate how personal data can be collected
and managed, such as General Data
Protection Regulation (GDPR). Strict guidelines
and procedures have been implemented to
ensure compliance. This involves regular
reviews and development of the company’s
internal control systems and risk management
processes to continuously improve and
address existing and emerging data security
and privacy threats. To ensure a modern,
secure, and well-functioning IT platform, the
company has outsourced its IT management to
a professional service provider. Any breaches
to data security and consumer privacy will be
reported and followed up immediately. Vistin
registered no data and GDPR breaches and no
wrongful sharing of personal customer data
incidents in 2025.
Climate changes and financial impact
on Vistin’s financials
Vistin considers the short-to-medium-term
climate impact on the company’s financials to
be rather limited. The production plant at
Fikkjebakke is highly automated and following
local strict policies in relation of emissions and
local environmental impact. The company also
has several project’s ongoing that will reduce
the climate footprint in the future. Vistin signed
a 10-year renewable power supply agreement
with Statkraft in December 2022, which
includes a Guarantee of Origin (GOG) for
renewable power. Statkraft is Europe’s largest
provider of clean renewable energy.
The long-term risk is more uncertain. However,
Vistin believes it is well prepared for adapting
to a future with lower emissions, reduced
climate footprint and other environmental
changes. Metformin is expected to maintain its
position as the first line treatment for the main
population of the Diabetes 2 patients in the
foreseeable future. Today, approximately 12%
of global health expenditure is spent on
diabetes and the disease is seen by WHO as
one of the most severe epidemics in the world
today, with 500-600 million people living with
the disease. Most of these patients are
dependent on a daily intake of Metformin to
have a good quality of life.
The risk of more unpredictable weather
phenomena is currently not expected to have
any significant impact on Vistin’s supply chain
and production facility. It is likely that the cost
of transportation and usage of fossil
transportation sources will increase going
forward, however such cost increases and/or
cost of transformation to new sustainable
substitutions is expected to be compensated
by increased sales prices to customers.
36
Risk exposure and risk management
Vistin Pharma’s regular business activities
entail exposure to various types of risk.
The Group proactively manages such risks,
and the Board regularly analyses its
operations, and potential risk factors and takes
measures to reduce risk exposure. Vistin
Pharma places a strong emphasis on Quality
Assurance and has quality systems
implemented, in line with the requirements for
the pharmaceutical industry.
Operational risk
As a pharmaceutical manufacturing company,
Vistin Pharma is exposed to several types of
risk. Fluctuations in the price and availability of
raw materials and the development in foreign
exchange (USD and EUR) are among the most
prominent. Majority of the sales are made in
EUR, while all primary raw material purchases
are in USD. In addition, risk related to potential
regulatory changes, new medications for the
treatment of diabetes II, and environmental
issues connected to emission permits at the
Company’s plant, represent central risk factors
to the Company. Due to the shifting geopolitical
situation, there is an increased cyber security
risk. In relation to this threat Vistin has
increased its awareness and invested in
barriers to mitigate.
Financial risk
The financial risk of the company is principally
related to liquidity risk, credit, and risk foreign
currency risk.
The Company had no net interest-bearing debt
as of end December 2025. The net cash
position was MNOK 16.4 compared to net cash
of MNOK 12.8 as of end December 2024.
Vistin has a revolving credit facility available if
needed. The Company’s liquidity is considered
solid.
Vistin has no major financial assets other than
cash and cash equivalents, trade receivables
and future EUR cash flow hedges for expected
sales in 2026. The trade receivables relate to
customers, are tightly managed. There has not
been any loss on receivables for the last 10
years. The Company’s overall credit risk is
considered moderate to low. The Company's
exposure to the risk of changes in foreign
exchange rates relates primarily to Vistin
Pharma’s operating activities. Vistin Pharma
offers Metformin to the global market and is
exposed to currency exchange fluctuations.
The Group also have foreign currency
denominated cash deposits, however limited
balances as exchanging to NOK’s is done on
an ongoing basis. The Group regularly enter
currency hedging contracts to reduce the
foreign exchange risk, mainly related to EUR
sales. Further details on financial risk, including
the sensitivity analysis required by IFRS, can
be found in Note 14 to the Consolidated
Financial Statements
Shareholder relations and corporate
governance corporate governance
The Board of Directors and Executive
Management are committed to complying with
rules and regulations that apply to Vistin
Pharma’s business. Vistin Pharma’s corporate
governance guidelines, (the “CCGP”), have
been prepared to comply with the current
Norwegian Code of Practice for Corporate
Governance (the “Code”). The CCGPs has
been prepared in accordance with Section 3-3b
of the Norwegian Accounting Act and are
available on Vistin Pharma’s website. A report
on Vistin Pharma’s corporate governance is
provided in a separate section of the annual
report for 2025.
Dividend policy
The company has an ambition to pay out 50
percent of net annual profit as dividend.
However, the size of the dividend will be
dependent on the company’s’ financial
capability and capital requirements for future
growth.
37
Investor relations
The Board of Directors and the Executive
Management of Vistin Pharma place
considerable importance on providing the
shareholders and the financial market in
general with timely, relevant, and current
information regarding the Group and its
activities, in accordance with the laws and
regulations imposed by the Norwegian
Securities Trading Act and the Oslo Stock
Exchange.
The share price has moved from NOK 23.70
per share at year end 2024, and to NOK 20.80
as of 31 December 2025. A total cash dividend
of NOK 1.25 per share has been distributed in
2025.
Outlook
Diabetes is one of the largest global health
crises of the 21st century, and the demand for
Metformin medication is expected to continue
to grow by 4-6% annually, as it remains the
standard baseline treatment for type II
diabetes. The demand for Metformin in the
market is generally stable also considering the
current political landscape. Vistin is
strategically well positioned to benefit from the
expected stronger demand for local supplies
from Europe going forward.
GLP-1 agonists have recently become quite
popular in high income countries to treat
obesity and diabetes type 2. It is quite common
to use for example the GLP-1 agonist
Semaglutide in combination with metformin for
managing type 2 diabetes. This combination is
often prescribed because the two medications
complement each other in controlling blood
sugar levels. Semaglutide helps by stimulating
insulin secretion, suppressing glucagon
release, slowing digestion, and reducing liver
glucose production. Metformin primarily works
by decreasing glucose production in the liver
and improving insulin sensitivity.
Vistin has built significant safety stock of critical
raw materials over the past quarters which is
mitigating potential supply chain interruptions
due to the Middle East conflict. Increased
freight and raw material prices are expected
going forward, which in turn will increase the
global metformin prices
Vistin Pharma ASA (parent company)
The parent company, Vistin Pharma ASA (the
“Company”), is a holding company, with
financial activities, but no operating activities.
The Company had a positive net profit of
MNOK 11 (negative MNOK 3.5) in 2025. Total
assets as of 31 December 2025 were MNOK
142.2 (MNOK 186.6), and the long-term
intercompany interest-bearing receivables
were MNOK 2.6 (MNOK 2.9) at year-end 2025.
The Company’s cash balance at year-end
2025 was MNOK 1.3 (MNOK 5.9). Total
shareholders’ equity at 31 December 2025 was
MNOK 139.6 (MNOK 184), and the equity ratio
at 31 December 2025 was 98% (99%).
The Board of Directors will propose for the
AGM to pay out an ordinary cash dividend of
up to NOK 1.50 per share, to be paid partly
with NOK 1 in May and up to NOK 0.50 in
November.
Oslo, 23 April 2026
Øyvin A. B
røymer
Chairman
Espen Marcussen
Board member
Stine W. Rønningen
Board member
B
ettina Banoun
Board member
Kari Krogstad
Board member
Espen Lia Gregoriussen
Board member
Magnus Tolleshaug
CEO
38
Responsibility
Statement
W
e confirm to the best of our knowledge that:
•
t
he consolidated financial statements for 2025 have been prepared in accordance with IFRS as
adopted by the European Union, as well as additional information requirements in accordance wit
h
t
he Norwegian Accounting Act
• t
he financial statements for the parent company for 2025 have been prepared in accordance wit
h
s
implified IFRS pursuant to the Norwegian Accounting Act and regulations regarding simplifi
ed
app
lication of IFRS issued by the Norwegian Ministry of Financ
e
• t
he information presented in the financial statements gives a true and fair view of the assets,
liabilities, financial position, and result of Vistin Pharma ASA and the Vistin Pharma Group for t
he
per
io
d
• t
he Board of Directors report, including the chapters on corporate governance give a true and fair
view of the development, performance and financial position of Vistin Pharma ASA and the Visti
n
P
harma Group, and includes a description of the key risks and uncertainties the companies are fac
ed
w
ith.
Kari Krogstad
Board member
E
spen Lia Gregoriussen
Board member
M
agnus Tolleshaug
CEO
Oslo, 23 April 2026
Øyvin A. Brøymer
Chairman
Espen Marcussen
Board member
Stine W. Rønningen
Board member
Bettina Banoun
Board member
Annual report is signed electronically.
39
Corporate
governance policy
and annual review
1. Implementation and reporting
of Corporate Governance
In accordance with the Norwegian Code of
Practice for Corporate Governance (the “Code
of Practice), cf. the latest version dated 17
October 2018, the Board of Directors of Vistin
Pharma ASA (“Vistin Pharma” or the
“Company”) has prepared a Corporate
Governance policy document. Vistin Pharma
aspires to follow the Code of Practice as closely
as possible and in situations where the
Company’s practice might diverge from the
code, an explanation or comment will be
provided.
The Board reviews the overall position of the
Company in relation to the latest version of the
Code of Practice annually and reports thereon
in the Company’s annual report in accordance
with the requirements of the continuing
obligations of stock exchange listed companies
and the Code of Practice.
The Company’s compliance with the Code of
Practice is detailed in this section of the Annual
Report and section numbers refer to the Code
of Practice’s articles. Vistin Pharma’ Corporate
Governance guidelines are published in full at
the Company’s website (www.vistin.com).
2. Business
Vistin Pharma ASA is a holding company for
Vistin Pharma AS. Vistin Pharma AS is a
pharmaceutical company producing Active
Pharmaceutical Ingredients (APIs).
Vistin Pharma’s business purpose is included in
the Company’s Articles of Association.
The Board evaluates the Company’s strategy
annually. The strategy process is followed by
the approval of the budgets and key operating
indicators for the following year, which is used
as an important tool in evaluating the
continuous performance of the Company. Vistin
Pharma’s strategy, objectives and risk
management is further described in the
Directors’ Report.
3. Equity and dividends Equity
The Company’s consolidated equity at 31
December 2025 was NOK 328.8 million,
representing an equity ratio of 75%. The Board
aims to maintain an equity ratio that remains
satisfactory in light of the Company's goals,
strategy and risk profile.
Increases in share capital
The Board will only propose increases in the
share capital when this is beneficial over the
long term for the shareholders of the Company.
At the Annual General Meeting held in May
2025, the Company received a general authority
to increase the share capital by up to NOK
8,868,918 (representing up to 20% of the
existing share capital) through the issue of new
shares for general corporate purposes,
including financing of investments, mergers and
acquisitions and employee incentive plans.
The Company’s strategy is to grow its business
organically, and potentially through acquisitions,
and the Board believes that a general authority,
without a specific purpose, is necessary to give
the Company the required flexibility to secure
40
the necessary financing, at the lowest possible
costs, and that this is in the best interest of the
Company’s shareholders. The authority is
limited in time to 15 months from the date of the
general meeting or up to the Annual General
Meeting in 2026.
Vistin Pharma has also been given authorization
to purchase its own shares, for a number of
shares limited to 10% of the total shares issued
of the Company. The authority is limited in time
to 15 months from the date of the general
meeting or up to the Annual General Meeting in
2026.
Dividend policy
It is the Company’s objective to generate
growing predictable annual returns to the
shareholders in the form of dividends and share
appreciation. This translates to an ambition to
pay out 50 percent of net annual profit as
dividend. However, the size of the dividend will
be dependent on the company’s’ financial
capability and capital requirements for future
growth. The Board of Directors will propose for
the AGM to pay out an ordinary cash dividend of
up to NOK 1.50 per share, to be paid partly with
NOK 1 in May and up to NOK 0.50 in
November.
4. Equal treatment of shareholders and
transactions with close associates
The Company has only one class of shares.
Each share entitles the holder to one vote and
there are no voting restrictions. Each share has
a nominal value of NOK 1.00. Any potential
purchase of own shares shall be carried out via
a stock exchange at market prices. There were
no purchases of own shares during 2025.
Where the Board resolves to carry out an
increase in share capital based on authority
given to the Board, and waives the pre-emption
rights of existing shareholders, the justification
will be publicly disclosed in connection with the
increase in share capital.
Transactions with related parties shall be at
arm’s length and at fair value which, in the
absence of any other pertinent factors, shall be
at market value. All not immaterial transactions
with related parties shall be valued by an
independent third party, unless assessed and
resolved upon by the General Meeting.
Transactions with related parties are described
in Note 24 to the Consolidated Financial
Statements.
5. Freely negotiable shares
There are no limitations on trading of shares
and voting rights in the Company, and each
share gives the right to one vote at the
Company's General Meeting.
6. General Meeting
Annual General Meeting
The General Meeting is the Company’s
supreme body and elects the members of the
Board.
The call for the General Meeting
The Company observes the minimum notice
period set out in the Norwegian Public Limited
Companies Act, i.e., providing 21 days minimum
notice period. The call for the General Meeting
is issued in writing via mail, or electronically
through VPS, to all shareholders with registered
addresses. Transmitted with the summons are
documents, which have sufficient detail for the
shareholders to take a position on all the cases
to be considered. Documents relating to matters
which shall be considered at a General Meeting
need not be sent to the shareholders if the
documents have been made available to the
shareholders on the Company’s website. This
also includes documents that according to law
shall be incorporated into or be attached to the
notice of the General Meeting.
41
A shareholder may require that documents,
which shall be considered at a General Meeting,
are sent to the shareholder.
The summons also addresses the shareholder’s
right to propose resolutions to the matters to be
resolved upon at the General Meeting and gives
information regarding the required steps
necessary to exercise the shareholder’s rights.
The summons and the said documents are
made available on the Company’s website at
least 21 days prior to the relevant General
Meeting.
To register or authorize for votes at the General
Meeting, a shareholder is requested to submit
confirmation in writing via mail or by electronic
registration directly through VPS.
The 2026 Annual General Meeting is scheduled
for 20 May in Oslo, Norway.
Voting at the General Meeting
Any shareholder is entitled to vote at the
General Meeting, and to cast a vote, a
shareholder must attend or give a proxy to
someone who is attending. The proxy form will
be distributed with the summons to the General
Meeting. A proxy will only be accepted if
submitted by mail, e-mail (provided the proxy is
a scanned document with signature) or
registered directly through VPS. It is not
possible to vote through the Internet, or in any
other way. For shareholders who do not attend
the General Meeting, the Board will nominate
the Chairman or the CEO to vote on behalf of
shareholders as their proxy. To the extent
possible, the Company uses a form for the
appointment of a proxy, which allows separate
voting instructions to be given for each matter to
be considered by the meeting and for each of
the candidates nominated for election.
The attendance at the General Meeting
The Board and the management of the
Company seek to facilitate the largest possible
voting participating at the General Meeting. The
chairman of the Board and the CEO will always
attend the Annual General Meeting. In addition,
the chairman of the Election Committee may
also attend the Annual General Meeting, and
other members of the Board and the Election
Committee will attend whenever practical.
The Code of Practice recommends that all
Board members and the chairman of the
Election Committee are present at the annual
general meeting.
Chairman of the meeting and minutes
The chairman of the Board, or another person
nominated by the Board, will declare the
General Meeting for open. The Code of Practice
recommends that an independent person is
appointed to chair the General Meeting.
Considering the Company’s organization and
shareholder structure the Company considers it
unnecessary to appoint an independent
chairman for the General Meeting, and this task
will for practical purposes normally be
performed by the chairman of the Board.
However, the need for an independent chairman
is evaluated in advance of each General
Meeting based on the items to be considered at
the General Meeting. The minutes from the
General Meeting are made available at the
Company’s website on the day of the General
Meeting.
7. Election Committee
The Company’s Election Committee is regulated
by article 11 if the articles of association.
The Election Committee is elected by the
General Meeting, which also appoints the
chairman of the Election Committee. The
members of the Election Committee should be
selected to ensure there is a broad
representation of shareholders’ interests.
42
The work
The Election Committee’s task is to propose
candidates for election to the Board of Directors
and to suggest remuneration for the Board.
The election Committee usually have direct
contact with the largest shareholders, existing
Board members and the CEO of the Company
as part of their proposal for Board members at
the annual general meeting. Shareholders may
propose board members through the chairman
of the Election Committee. Any proposals to the
Election Committee should be submitted in
writing to the chairman of the Election
Committee no later than 15 April. The
recommendations by the Election Committee
shall be justified.
The Election Committee currently consists of
two members, who shall be shareholders or
representatives of the shareholders, and no
more than one member of the Election
Committee shall be a member of the Board. The
members of the Election Committee are elected
for a period of two years at a time. Further
information on the duties of the Election
Committee can be found in the Instructions to
the Election Committee, which has been
approved by the General Meeting and made
available on the Company’s website.
The Election Committee’s composition is
designed to maintain its independence from the
Company’s administration.
The Election Committee currently consists
of the following members:
Eivind Devold, Chairman (member since 2021
up for election in 2027)
Nils Erling Ødegaard, (member since 2017;
up for election in 2027)
Further information on membership is available
on the Company’s webpage.
8. The Board of Directors – composition
and independence
The chairman and the other members of the
Board are elected for a period of two years at a
time, and the Board currently consists of six
shareholder elected members, including one
observer. In addition, two members are elected
by the employees of the Group. All members of
the Board may be re-elected for a period of up
to two years at a time. The Company’s
Executive Management is not represented on
the Board of Directors. All the current members
of the Board are independent of the Company’s
Executive Management.
The Chairman Øyvin A. Brøymer controls
directly approximate 32.7% of the shares in the
Company. In electing members to the Board, it
is emphasized that the Board has the required
competence to independently evaluate the
cases presented by the Executive Management
as well as the Company's operations. It is also
considered important that the Board functions
well as a body of colleagues.
The current composition of the Board, including
Board members’ shareholding in Vistin Pharma
per the date of this annual report, is detailed on
the next page.
43
Name
Position in the
Board
Member
since
(year)
Up for
election
(year)
Committee
membership
Shareholding in
Vistin Pharma*
Øyvin A. Brøymer Chairman 2020 2026 Rem. Comm. 14 509 280 (1)
Bettina Banoun Member 2018 2026 Rem. Comm. -
Kari Krogstad Member 2020 2026 -
Espen Marcussen
Member
2020
2026
2 991 733 (2)
Espen Lia
Gregoriussen
Member 2017 2027 -
Stine Wang
Rønningen
Member 2025 2027
-
Kjell-Erik Nordby Observer 2024 2026 140 000
* At 31 December 2025
1. Shares owned by Intertrade Shipping AS,
which is controlled by Chairman Øyvin A.
Brøymer
2. Shares owned by Pactum Vekst AS where
Espen Marcussen is the CEO.
Brief biographies on the Board members can be
found on the Company’s web page.
9. The work of the Board
The Board’s work follows an annual plan for its
work. The annual plan is generally revised in
December each year and includes the number
of meetings to be held and specific tasks to be
handled at the meetings. Typical tasks that are
handled by the Board during the year include an
annual strategic review, review and approval of
the following year’s budget, evaluation of
management and competence required, and
continuous financial, operational and risk
reviews based on budget or prognosis. The
Board has held five meetings since the Annual
General Meeting in 2025, and to the date of this
report. The Board members attended all the
Board meetings, either in person or through
digital presence. The instructions to the Board
of Directors are available on www.vistin.com.
Remuneration Committee
The Remuneration Committee, appointed by the
Board, makes proposals to the Board on the
employment terms and conditions and total
remuneration of the CEO, and other members
of Executive Management, as well as the details
of any bonus plan for the employees. These
proposals are also relevant for other
management entitled to variable salary
payments. The Board’s instructions to the
Remuneration Committee are available on the
Company’s website. The Remuneration
Committee currently consists of Øyvin A.
Brøymer (Chairman) and Bettina Banoun.
Audit Committee
The Company must have an Audit Committee
appointed by the Board, for practical purposes
the full Board constitutes the Audit Committee.
44
10. Risk management and
internal control
The Board and the Executive Management shall
at all times see to that the Company has
adequate systems and internal control routines
to handle any risks relevant to the Company
and its business, that the Company’s ethical
guidelines, corporate values and guidelines for
corporate social responsibility are maintained
and safeguarded.
The Board carries out regular reviews of the
Company’s most important areas of exposure to
risk and its internal control systems. The risk
areas, changes in risk levels and how the risk is
being managed, are regularly reviewed at Board
meetings.
The company has director and officer's liability
insurance. The insurance covers the board of
directors' and management officers' legal
personal liability for pure property damage
related to the duties performed as directors and
officers.
Vistin Pharma manufactures and sells
pharmaceutical products through its subsidiary
Vistin Pharma AS. These products are
produced and sold in compliance with relevant
international and local laws and regulations
governing the pharmaceutical industry.
Accordingly, the Company has implemented risk
management systems in accordance with e.g.
GMP and EHS guidelines.
11. Remuneration of the Board
of Directors
Remuneration of the Board members shall be
reasonable and based on the Board's
responsibilities, work, time invested and the
complexity of the business. The remuneration
needs to be sufficient to attract both Norwegian
and foreign Board members with the right
expertise and competence. The compensation
shall be a fixed annual amount and shall be
determined by the Annual General Meeting
based on a proposal from the Election
Committee. At the Annual General Meeting in
2025 a resolution was passed approving the
following fees until the next Annual General
Meeting in 2026: Chairman NOK 490,000,
shareholder elected Board members and
employee elected board members NOK
264,000.
For more information on remuneration of the
Board see note 23 to the Consolidated Financial
Statements.
12. Remuneration of the
Executive Management
The Board sets out guidelines for remuneration
of Executive Management and determines the
salary and other compensation of the CEO,
pursuant to relevant laws and regulations.
The statement regarding the determination of
salary and other remuneration to Executive
Management are presented as a separate
agenda item at the Annual General Meeting,
and any proposals for shared-based
compensation (i.e., share option, share
purchase plan or similar) would usually be
included as a separate agenda item. The
statement regarding the determination of salary
and other remuneration to Executive
Management has been included in Note 12 to
the Financial Statements for Vistin Pharma
ASA.
For more information on the remuneration of the
CEO and other members of Executive
Management see Note 23 to the Consolidated
Financial Statements.
45
13. Information and communication
The Board of Directors and the Executive
Management of the Company assign
considerable importance to giving the
shareholders and the financial market in general
timely, relevant, and current information about
the Company and its activities, while
maintaining sound commercial judgement in
respect of any information which, if revealed to
competitors, could adversely influence the value
of the Company.
Regular information is published in the form of
Annual Reports and interim reports and
presentations. It is the Company’s aim to
publish these reports within four weeks of the
end of the relevant period in at least three of the
four financial quarters. Vistin Pharma distributes
all information relevant to the share price to the
Oslo Stock Exchange in accordance with
applicable laws and regulations.
The Company publishes all information
concerning the Annual General Meeting, interim
reports and presentations and other
presentations on the Company website, as soon
as they are made publicly available.
The CEO and CFO hold a presentation each
quarter in connection with the release of the
interim reports, which is open to all interested
parties. The Executive Management also holds
regular meetings with shareholders and other
interested investors.
14. Takeovers
The Board shall not, without specific reasons
attempt to hinder or exacerbate any attempt to
submit a takeover bid for the Company's
activities or shares, hereunder make use of any
proxy for the issue of new shares in the
Company. In situations of takeover or
restructuring, it is the Board's particular
responsibility to ascertain that all shareholders'
values and interests are protected. If a takeover
offer is made, the Board will issue a statement
making a recommendation as to whether
shareholders should or should not accept the
offer. The Board will arrange a valuation from an
independent expert that shall be made public no
later than the disclosure of the Board’s
recommendation.
15. Auditor
The Company’s external Auditor is EY.
The Auditor participates in the Board meeting
that approves the annual financial statements,
and otherwise when required. The Auditor
meets with the Board, without the Company’s
Executive Management being present, at least
once a year.
Each year the auditor presents a plan for the
implementation of the audit work, and following
the annual statutory audit presents a review of
the Company’s internal control procedures,
including identified weaknesses and proposals
for improvement.
The full Corporate Governance Policy is
published on Vistin Pharma’ home page:
www.vistin.com.
46
Vistin Pharma Group
- financial statements
and notes
47
Consolidated Statement
of Comprehensive Income
For the year ended 31 December
(N
OK 000's) Note 2025 2024
Revenue 4 452 291
429 091
Other income 5 - 412
Total revenue and other income
452 291
429 503
Cost of materials 151 507 149 969
Payroll expenses 6 98 516 94 224
Depreciation, amortization and impairment
12
22 532
19 029
Other operating expenses 8 87 383 80 985
Operating profit (EBIT)
92 354
85 296
Finance income 9 14 502 9 715
Finance costs 9 11 017 14 557
Profit/(loss) before tax
95 839
80 453
Income tax expense 10 21 089 17 704
Profit/(loss) for the period
74 751
62 749
Other comprehensive income
Items not to be reclassified to profit or loss in subsequent periods:
Actuarial losses on defined benefit plan 7 -46 2 049
Income tax effect
10
-451
Total comprehensive income for the period
74 716
64 347
Comprehensive income attributable to:
Equity holders of the parent company
74 716
64 347
Earnings per share (NOK):
Basic and dilutive profit attributable to equity holders 11 1,69 1,42
48
Consolidated Statement of
Financial Position
As at 31 December
(
NOK 000's)
Note 2025 2024
Assets
Non-current assets
Property, plant & equipment
12
223 754
229 603
Financial assets 13 12 154 12 154
Total non-current assets
235 909
241 757
Current assets
Inventories
15
82 133
76 665
Trade receivables
16
89 712
44 279
Other receivables 16 15 259 9 447
Cash and cash equivalents 17 16 419 12 796
Total current assets
203 524
143 187
Total assets
439 432
384 945
49
(N
OK 000’s)
Equity and liabilities
Note 2025 2024
Equity
Shar
e capital 18
44 345 44 345
Share premium 73 867 129 298
Retained earnings
210 602
135 886
Total equity
328 814
309 529
Non-current liabilities
Def
erred tax liabilities 10 16 862 3 517
Other non-current liabilities
22
619
1 326
Pension liabilities 7 6 415 6 602
Total non-current liabilities
23 896
11 445
Current liabilities
Tr
ade payables 14
30 238 13 054
Income tax payable
10
7 734
-
Other current liabilities 20/22 48 748 50 914
Total current liabilities
86 720
63 969
Total liabilities
110 616
75 414
Total equity and liabilities
439 432
384 945
50
Kari Krogstad
Board member
E
spen Lia Gregoriussen
Board member
M
agnus Tolleshaug
CEO
Oslo, 23 April 2026
Øyvin A. Brøymer
Chairman
Espen Marcussen
Board member
Stine W. Rønningen
Board member
Bettina Banoun
Board member
The annual report is signed electronically.
51
Consolidated Statement of
Changes in Equity
For the year ended 31 December
Attributable to eq
uity holders of the parent
(NOK 000's)
Note Shar
e
capital
Share
premium
Retained
earnings
Total
Equity as at 01.01.2024
44 345
206 885
71 540
322 770
Dividend paid - -77 587 - -77 587
Profit (loss) for the period - - 62 749 62 749
Other comprehensive income
-
-
1 598
1 598
Total comprehensive income - - 64 347 64 347
Equity as at 31.12.2024
18
44 345
129 298
135 886
309 529
Equity as at 01.01.2025
Dividend paid
-
-55 431
-
-55 431
Profit (loss) for the period - -
Other comprehensive income - - -36 -36
Total comprehensive income - -
74 716
Equity as at 31.12.2025
18
44 345
73 867
210 605
328 814
74 716
74 751 74 751
135 886
309 529
44 345 129 298
52
Consolidated Statement
of Cash flows
For the year ended 31 December
(NOK 000's)
Note
2025
2024
Cash flow from operating activities
Net profit/
(loss) before income tax
95 839 80 453
Net profit/(loss) before income tax
95 839
80 453
Income tax paid - -
Non-cash adjustment to reconcile profit before tax to cash flow:
Depreciation, amortization, and impairment 12
Changes in working capital:
Changes in trade receivables and trade payables 16/13 -28 250 -3 117
Changes in inventories
15
-5 467
3 506
Changes in other accruals and prepayments -6 618 7 986
Net cash flow from operating activities
78 036
107 857
Cash flow from investing activities
Purchase of equipment and intangibles 12 -16 683 -40 803
Interest received 396 507
Net cash flow from investing activities
-16 288
-40 295
Cash flow from financing activities
Repayment of lease liabilities 22 -884 -1 199
Dividend paid
-55 431
-77 587
Short term debt - -
Interest paid -1 810 -2 185
Cash flow from financing activities
-58 125
-80 971
Net change in cash and cash equivalents 3 624 -13 410
Cash and cash equivalents beginning period 12 796 26 204
Cash and cash equivalents end period
17
16 419
12 796
22 532 19 029
53
Notes to the
Financial Statement
Note 1. Corporate information
Vistin Pharma ASA ("Vistin Pharma" or the "Company") is a limited liability company, with its
registered office at Østensjøveien 27, Oslo, Norway. Vistin Pharma's shares are listed on Oslo Børs in
Norway under the ticker VISTN. The Company was incorporated on 6 March 2015.
The consolidated financial statements of Vistin Pharma for the year ended 31 December 2025 were
approved for release by the Board of Directors on 23 April 2026.
Vistin Pharma is principally engaged in the production and sale of Metformin active pharmaceutical
ingredients (API) and direct compressive granulate (DC) for the international pharmaceutical industry.
Note 2. Summary of significant accounting policies
The principal accounting policies applied in the preparation of these financial statements are set out
below. These policies have been consistently applied to all the years presented, unless otherwise
stated.
The consolidated financial statements and directors’ report are prepared in English only.
2.1 Basis of preparation
The consolidated financial statements have been prepared in accordance with IFRS® Accounting
Standards as approved by the European Union and are mandatory for fiscal years beginning on or
after 1 January 2024, their interpretations adopted by the International Accounting Standards Board
(IASB) and Norwegian disclosure requirements listed in the Norwegian Accounting Act. Furthermore,
the consolidated financial statements have been prepared on a historical cost basis, except for
derivative financial instruments and the financial investment of 15% in CF Pharma that have been
measured at fair value according to IFRS 9. Any change in the fair value of these instruments is
recognized in the statement of profit or loss as a finance income or cost.
The functional currency of Vistin Pharma ASA is the Norwegian krone (NOK), and the Group's
presentation currency is NOK. All values are rounded to the nearest thousand (NOK 000), except
when otherwise indicated.
2.2 Basis for consolidation
The Group's consolidated financial statements comprise Vistin Pharma ASA, and entities in which
Vistin Pharma ASA has a controlling interest. The Group controls an entity when it is exposed to, or
has rights to, variable returns from its involvement with the entity and has the ability to affect those
returns through its power over the entity.
54
Note 2. Summary of significant accounting policies (continued)
2.3 Revenue recognition
In general revenue is measured at the fair value of the consideration received, and represents the
amount received for goods supplied, and if applicable stated net of discounts, returns and value
added taxes. The Group recognizes revenue when the amount of revenue can be reliably measured;
when it is probable that future economic benefits will flow to the entity; and when specific criteria have
been met, as described below.
Revenue from contract with customers
The Group apply IFRS 15 in its accounting for contracts with customers.
The Company produce and sell Metformin API, the principal ingredient in Diabetes drugs. The product
is sold in bulk for further processing into consumer grade products. The Company produce to
inventory, and the product is then subsequently sold to the customer based on individual orders for
the product. Metformin API is a commodity which can be readily sourced world-wide from different
producers, however, with different quality and the reliability in supply.
Vistin has several customers, but the material part of its production is sold to a limited number of
customers (note 4). These customers indicate their needed volume on a rolling forecast basis and
Vistin allocate its planned production accordingly. However, a binding performance obligation only
arises when an actual purchase order (PO) is placed and accepted. The typical purchasing pattern is
several smaller orders throughout the year and normally the binding order length is supply over the
next 3-6 months.
Metformin API is a commodity widely produced and sold around the world and the price is determined
based on overall worldwide supply and demand, raw material prices, product quality and security of
supply. The Company typically negotiates prices annually with each of its main customers, and order
by order with smaller customers. The supply agreements do open for price adjustments throughout
the year if a specific threshold is met (i.e., significantly increased raw materials, freight, FX, etc.). The
selling price is mainly in EUR and reflects the current market price. Volume discounts, bonus
incentives or other variable price elements are not applied. The purchase conditions are normally net
60 days, and the Company does not consider any financing elements to the transaction.
The Company consider each individual delivery based on individual purchasing orders as delivered
when the order is shipped from its warehouse. The Company used widely accepted incoterms for its
delivery and recognize the sale in accordance with the individual sales term, normally when the
Metformin has been shipped from the warehouse, or when the Metformin is loaded onboard in
departing ships at port.
The Company does not consider having any contract assets or liabilities in relation to its customer
contracts. Metformin API is produced for inventory, delivered from inventory to the customer, and
invoiced when shipped. All balance sheet items are related to normal short-term sales cycles.
2.4 Foreign currency translation
Transactions in foreign currencies are initially recorded in the functional currency (NOK) of the entity
by applying the rate of exchange as of the date of the transaction. Monetary assets and liabilities
denominated in foreign currencies are translated into the functional currency at the rate of exchange
at the balance sheet date. Foreign exchange gain or losses resulting from the settlement of such
transactions, as well as unrealized gain or losses on monetary assets and liabilities, are recognized
as financial income/cost in the consolidated statement of profit and loss.
55
Note 2. Summary of significant accounting policies (continued)
2.5 Balance sheet classification
Vistin presents assets and liabilities in consolidated statement of financial position on current/non-
current classification. An asset is current when it is expected to be realized or intended to be sold or
consumed in normal operating cycle, held primarily for the purpose of trading, expected to be realized
within twelve months after the reporting period, or cash or cash equivalent unless restricted from
being exchanged or used to settle a liability for at least twelve months after the reporting period. All
other assets are classified as non-current. A liability is current when it is expected to settle in the
normal operating cycle, it is held primarily for the purpose of trading, it is due to be settled within
twelve months after the reporting period, or there is no unconditional right to defer the settlement of
the liability for at least twelve months after the reporting period.
2.6 Property, plant, and equipment
Land, buildings, and fixtures comprise mainly of the Metformin production facility in Kragerø.
The production facility is used in production of pharmaceutical products sold by Vistin Pharma AS.
Other equipment is mainly made up of machines used in production, as well as office related
equipment and vehicles.
Property, plant, and equipment are stated at historical cost, less depreciation and/or impairment
losses, if any. Such a cost includes expenditures that are directly attributable to the acquisition of the
items.
Costs accrued for major replacements and upgrades to equipment are added to cost if it is probable
that the costs will generate future economic benefits and if the costs can be reliably measured, and
assets replaced are retired.
Expenditures for maintenance, repairs and periodic maintenance applicable to production facilities
and production equipment are capitalized in accordance with IAS 16. Expenditures that regularly
occur at shorter intervals are expensed as incurred.
Land is not depreciated. Depreciation on other assets is calculated on a straight-line method to
allocate their cost to their residual values over their estimated useful lives as follows:
Buildings and fixtures: 20 - 25 years
Other equipment: 3 - 10 years
The residual values, useful lives, and methods of depreciation of production and lab equipment and
other equipment are reviewed at each financial year end and adjusted, if appropriate.
2.7 Inventories
Inventories are stated at the lower cost and net realizable value. Cost is determined using the first-in-
first-out (FIFO) method. The cost of finished goods comprises materials, direct labor, other direct
costs and related production overheads (based on normal operating capacity). Net realizable value is
the estimated selling price in the ordinary course of business, less variable selling expenses.
Inventories include finished goods and work-in-progress produced by the Group. The cost of finished
goods comprises materials, direct labor, other direct costs and related production overheads. The
allocation of labor costs and other direct and indirect production costs are estimated based on a
standard cost model assuming normal operating capacity and production volumes, and any changes
in these assumptions could result in adjustments to the carrying amount of inventories. The Group
updates its unit cost regularly to best reflect the value of inventory at hand.
56
Note 2. Summary of significant accounting policies (continued)
2.8 Financial assets
IFRS 9 contains three principal classification categories for financial assets; measured at amortized
cost, fair value through Other Comprehensive Income and fair value through profit or loss.
The classification of financial assets of the Group at initial recognition depends on the financial asset’s
contractual cash flow characteristics and the Group’s business model for managing them. With the
exception of trade receivables that do not contain a significant financing component, the Group initially
measures a financial asset at its fair value plus, in the case of a financial asset not at fair value
through profit or loss, transaction costs.
Financial assets at amortized cost
The Group measures financial assets at amortized cost if both of the following conditions are met:
o the financial asset is held within a business model with the objective to hold financial assets in
order to collect contractual cash flows, and
o the contractual terms of the financial asset give rise on specified dates to cash flows that are
solely payments of principal and interest on the principal amount outstanding
Financial assets at amortized cost are subsequently measured using the effective interest (EIR)
method and are subject to impairment. Gains and losses are recognized in profit or loss when the
asset is derecognized, modified or impaired.
Financial assets at fair value through OCI
The Group measures debt instruments at fair value through OCI if both of the following conditions are
met:
o the financial asset is held within a business model with the objective of both holding to collect
contractual cash flows and selling, and
o the contractual terms of the financial asset give rise on specified dates to cash flows that are
solely payments of principal and interest on the principal amount outstanding
For debt instruments at fair value through OCI, interest income, foreign exchange revaluation and
impairment losses or reversals are recognized in the statement of profit or loss and computed in the
same manner as for financial assets measured at amortized cost. The remaining fair value changes
are recognized in OCI. Upon derecognition, the cumulative fair value change recognized in OCI is
recycled to profit or loss.
Financial assets at fair value through profit
Financial assets at fair value through profit or loss include financial assets held for trading, financial
assets designated upon initial recognition at fair value through profit or loss, or financial assets
mandatorily required to be measured at fair value. Financial assets are classified as held for trading if
they are acquired for the purpose of selling or repurchasing in the near term.
Cash and cash equivalents
Cash and cash equivalents include cash at banks and on hand and other short-term highly liquid
investments with original maturities of three months or less. In the consolidated balance sheet, any
bank overdrafts are shown within short-term debt in current liabilities.
57
Note 2. Summary of significant accounting policies (continued)
Trade receivables and other receivables
Trade and other receivables are classified at amortized cost and recognized at the original invoiced
amount less an allowance for doubtful receivables. The group applies a simplified approach to provide
for lifetime Expected Credit Losses (ECL) in accordance with IFRS 9
.
2.9 Financial liabilities
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit
or loss, loans and borrowings, or payables, as appropriate. All financial liabilities are recognized
initially at fair value and, in the case of loans and borrowings and payables, net of directly attributable
transaction costs. The Group’s financial liabilities principally include trade and other payables, loans
and borrowings including bank overdrafts.
Trade and other payables
Trade payables are recognized at the original invoiced amount. Other payables are recognized initially
at fair value.
Interest bearing liabilities
Borrowings are recognized initially at fair value, net of transaction costs incurred. Borrowings are
subsequently carried out at amortized cost using the effective interest rate (EIR) method.
2.10 Financial derivatives
The Group may use forward currency contracts to hedge its foreign currency risks. Such derivative
financial instruments are initially recognized at fair value on the date on which a derivative contract is
entered into and are subsequently remeasured at fair value. Derivatives are carried as financial
assets when the fair value is positive and as financial liabilities when the fair value is negative. Any
change in the fair value of these instruments is recognized in the statement of profit or loss as a
finance income or cost.
2.11 Equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new
shares or options are shown in equity as a deduction, net of tax, from the proceeds.
2.12 Current and deferred income tax
Current income tax
Current income tax assets and liabilities for the current and prior periods are measured at the amount
expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to
compute the amount are those that are enacted or substantively enacted by the balance sheet date.
Deferred income tax
Deferred income tax is provided using the liability method on temporary differences at the balance
sheet date between the tax bases of assets and liabilities and their carrying amounts for financial
reporting purposes.
58
Note 2. Summary of significant accounting policies (continued)
Deferred income tax liabilities are recognized for all taxable temporary differences except where the
deferred income tax liability arises from the initial recognition of goodwill or of an asset or liability in a
transaction that is not a business combination and, at the time of the transaction, affects neither the
accounting profit nor taxable profit or loss.
A deferred tax asset is recognized to the extent that it is probable that future taxable profit will be
available against which unused tax losses and unused tax credits can be utilized. A deferred tax
assets arising from unused tax losses or tax credit are only recognized to the extent that the entity has
sufficient taxable temporary differences or there is convincing other evidence supporting the utilization
of the tax losses and tax credits. The carrying amount of deferred tax assets is reviewed at the end of
each reporting period. Unrecognized deferred tax assets are reassessed at each balance sheet date
and are recognized to the extent that it has become probable that future taxable profit will allow the
deferred tax asset to be recovered.
Deferred income tax assets and deferred income tax liabilities are offset, if a legally enforceable right
exists to set off current tax assets against current income tax liabilities and the deferred income taxes
relate to the same taxable entity or taxation authority.
2.13 Employee benefits
The Group has a mandatory defined contribution plan for all employees. In addition, the Company has
an unfunded defined benefit plan for the previous CEO.
A defined contribution plan is a pension plan under which the Company pays fixed contributions to
pension insurance plans. The Company has no legal or constructive obligations to pay further
contributions if the fund does not hold sufficient assets to pay all employees the benefit relating to
employee service in the current and prior periods.
The contributions are recognized as employee benefit expense when they are due. Prepaid
contributions are recognized as an asset to the extent that a cash refund or reduction in future
payments is available. The pension obligation is funded through the Company's operations and
changes is incorporated into the P&L.
The defined benefit obligation is calculated annually by an independent actuary using the projected
unit credit method. Actuarial gains and losses arising from experience adjustments and changes in
actuarial assumptions are charged or credited to other comprehensive income in the period in which
they arise.
2.14 Share-based compensation
Vistin has established a long-term incentive plan (LTIP), where the executive management can
purchase shares at a 25% discount, with three years of binding time. The company will also provide
financial assistance in form of a loan to purchase the shares. The loan facility has a duration of three
years and can only be used as financing for purchasing of shares in the company. The size of the
loan facility and shares to be purchased at a 25% discount is to be determined and approved by the
Annual General Meeting annually.
The General meeting in May 2025 also approved a loan facility of MNOK 5 for purchase of shares.
The loan facility has a duration of three years and can only be used as financing for the purchasing of
shares in the company. If the finance option is used to purchase shares, the standard interest rate for
employee loans determined by the Norwegian Tax Administration, will be used. The potential interest
59
Note 2. Summary of significant accounting policies (continued)
income of the financing element is taken through the P&L and booked as other interest income
quarterly. Additional information about compensation for the executive management in 2025 can be
found in the Remuneration Report.
2.15 Provisions
General
Provisions are recognized when the Company has a present legal or constructive obligation as a
result of past events, it is more likely than not that an outflow of resources will be required to settle the
obligation, and the amount can be reliably estimated. Provisions are measured at the present value of
the expenditure expected to be required to settle the obligation using a pre-tax rate that reflects
current market assessments of the time value of the money and the risks specific to the obligation.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax
rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the
increase in the provision due to the passage of time is recognized as a finance cost.
2.16 Leases
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease
liabilities include the net present value of the following lease payments:
• fixed payments (including in-substance fixed payments), less any lease incentives receivable
• variable lease payment that is based on an index or a rate
• amounts expected to be payable by the lessee under any residual value guarantees
• the exercise price of a purchase option if the lessee is reasonably certain to exercise that option,
and
• payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that
option.
The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be
determined, the Company’s incremental borrowing rate is used, being the rate that the Company
would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar
economic environment with similar terms and conditions.
In the cash flow statement, the part of lease payments that relates to repayment of the lease liability is
reclassified from cash flows from operations to cash flows from financing.
2.17 Events after the balance sheet date
New information on the Group’s positions at the balance sheet date is considered in the annual
financial statements. Events after the balance sheet date that do not affect the Group's position at the
balance sheet date, but which will affect the Group's position in the future, are stated if significant.
Please refer to the note: Events after the report.
60
Note 2. Summary of significant accounting policies (continued)
2.18 New standards, interpretations, and disclosures
Amendments to IFRS standards that have not yet been adopted
There are no adopted amendments to IFRS standards or interpretations that are expected to have a
material effect on the consolidated financial statements of Vistin Pharma, with the exception of the
new IFRS(R) Accounting Standard IFRS 18 Presentation and Disclosures in Financial Statements
which comes into effect from 1.1.27. This introduces new requirements for income statements,
disclosures about management-defined KPIs and new guidance on aggregation and disaggregation in
financial statements and notes. Vistin Pharma has started mapping out the effects that the
implementation will have.
IFRS standards implemented with effect from 1.1.2024
Amendments to the standards IFRS 16 Leases, IAS 1 Presentation of Financial Statements, IFRS 7
Financial Instruments - disclosures and IAS 7 statement of cash flows entered into force from
1.1.2024 and have been implemented in the preparation of the consolidated financial statements. The
amendments have not had a material effect on the consolidated financial statements.
Note 3. Critical accounting estimates and judgements in terms
of accounting policies
The preparation of the Group's consolidated financial statements in conformity with IFRS requires the
use of certain critical accounting estimates and assumptions that affect the reported amounts of
revenue, expenses, assets and liabilities, and the accompanying disclosures, and the disclosures of
contingent liabilities. It also requires management to exercise its judgement in the process of applying
the Group's accounting policies. Uncertainty about these assumptions and estimates could result in
outcomes that require material adjustment to the carrying amount of assets or liabilities affected in
future periods. Estimates and judgements are continually evaluated and are based on historical
experience and other factors, including expectations of future events that are believed to be
reasonable under the circumstances.
In the process of applying the Group's accounting policies, management has made the following
judgements, which have the most significant effect on the amounts recognized in the financial
statements:
Inventories
Inventories include raw materials, finished goods and work-in-progress produced by the Group. The
cost of finished goods comprises materials, direct labor, other direct costs and related production
overheads. The allocation of labor costs and other direct and indirect production costs are estimated
based on a standard cost model assuming normal operating capacity and production volumes, and
any changes in these assumptions could result in adjustments to the carrying amount of inventories.
The Group updates its unit cost regularly to best reflect the value of inventory at hand. The regularity
depends on the volatility of the supply chain with potential material changes for its input factors and
how this impacts the inventory value.
61
Note 3. Critical accounting estimates and judgements in terms
of accounting policies (continued)
Long-term renewable energy supply agreement with Statkraft
In December 2022 Vistin entered into a long-term renewable energy supply agreement with Statkraft.
The agreement will secure a significant part of Vistin’s electricity demand on competitive terms from
1st of January 2023 and until 2032. There has been conducted thorough consideration on how to
handle the accounting of the agreement. The agreement can either be treated as a Power Purchase
Agreement («PPA») or a Virtual PPA («VPPA»). The agreement with Statkraft is physical delivery of
electricity, based on a fixed baseload every hour, every day, throughout the year. Vistin operates its
manufacturing plant continuously throughout day and night (24/7) and is expected to utilize mainly all
of the physical baseload of electricity delivered by Statkraft, with limited ability to settle in cash. Based
on the interpretation of IFRS 9 and other considerations it has been concluded that the energy supply
agreement with Statkraft is entered, with the goal of purchasing electricity, only for own use. This
means that the agreement should be treated as a PPA, meaning a sales and purchase agreement
were Vistin book the electricity cost and any potential sales of the electricity, monthly and on a running
base.
62
Note 4. Revenue from contracts with customers and segment information
The Group has only one business segment:
Geographic information (NOK 000's) 2025 2024 Revenue from contracts with customers: Africa 49 642 42 907 Europe 358 268 348 816 Asia 41 051 32 987 North and South America 3 330 4 381 Total revenue from contracts with customers 452 291 429 091
The information above is based on the location of the customers.
Vistin has four customers with sales that amount to 10% or more of the Company's revenue, the
customers are typically large global pharmaceutical corporations:
(NOK 000's) 2025 2024 Customer A 182 125 201 803 Customer B 84 131 57 986 Customer C 51 655 50 906 Customer D 49 642 42 907
See also note 2.3 for general revenue accounting principles.
Note 5. Other income
(NOK 000's) 2025 2024 Other income - 412 Other income for 2024 mainly relates to sundry services rendered to customers.
63
Note 6. Payroll expenses
2025 2024 (NOK 000's) Salaries 72 806 68 109 Payroll tax 12 345 12 509 Pension costs - defined contribution plans 5 678 5 507 Pension costs - defined benefit plan 197 214 Other payroll costs incl. bonuses 7 490 7 885 Total payroll and payroll related costs 98 516 94 224 Average number of FTE's 76 75
*FTE: Full-time equivalent
Vistin Pharma are required to have an occupational pension plan ("tjenestepensjon"), and the
Company has a plan that meets the Norwegian requirements for mandatory occupational pension
("obligatorisk tjenestepensjon"). The Company also has a defined benefit plan for the previous CEO of
Vistin Pharma. Further information on the pension costs related to the defined benefit plan can be
found in Note 7.
Note 7. Post-employment benefits
The Group operates an unfunded pension plan for the previous CEO. The pension plan is funded
through the Group's operations, which means that the Group meets the benefit payment obligation as
it falls due. Additional disclosure is provided in Note 23.
The amounts recognized in the balance sheet are determined as follows: 2025 2024 (NOK 000's) Present value of unfunded obligations 6 415 6 602 Liability in the balance sheet (including local tax) 6 415 6 602
64
Note 7. Post-employment benefits (continued)
The movement in the defined benefit liability over the year is as follows:
(NOK 000's) 2025 2024 At 1 January 6 602 8 864 Benefits paid -428 -428 Local tax -29 -26 Interest expense/(income) 226 241 6 372 8 650
Remeasurements:
(Gain)/Loss from changes 46 -2 049 At 31 December 6 415 6 602 Net expense recognized in the Income Statement -231 -214
The significant actuarial assumptions were as follows:
31.12.2025 31.12.2024 Discount rate 3,90 % 3,90 % Inflation 2,25 % 2,25 % Salary growth rate 4,00 % 4,00 % Pension growth rate 0,00 % 0,00 %
Nordea has issued a guarantee of NOK 9.5 million to cover future pension payments under the
defined befit plan for the previous CEO. The guarantee is covered by a pledge over the fixed assets.
65
Note 8. Other operating expenses
(NOK 000's) 2025 2024 Production costs 68 831 64 390 Sales & marketing costs 5 415 3 732 General & admin. expenses 13 137 12 863 Other operating expenses 87 383 80 985
Remuneration to the Auditors
(NOK 000's) 2025 2024 Statutory audit 695 682 Tax advisory services 142 148 Total remuneration to auditors 837 830
Note 9. Financial items
(NOK 000's) 2025 2024 Interest income from bank deposits, money-market funds, etc. 396 507 Other financial income 178 175 Net foreign exchange gain 13 929 9 033 Total finance income 14 502 9 715 Interest expenses 1 810 2 185 Interest expenses leasing 150 153 Other financial expenses 138 138 Net foreign exchange loss 8 919 12 080 Total finance costs 11 017 14 557 Net finance 3 486 -4 843
66
Note 10. Tax
Income tax calculation: 2024 (NOK 000's) 2025 Profit/(loss) before taxes 95 839 80 453 Permanent differences 19 21 Permanent differences recognized to equity - - Changes in temporary differences -14 213 -3 025 Basis for income tax81 645 77 449 Income tax payable- 7 734 -Tax effect of change in net deferred income tax liability/asset-13 345 -18 155 Prior year adjustments -10 -17 705 Income tax expense -21 089 -35 860 Income tax expense reported in the statement of comprehensive income 21 089 17 704Reconciliation of income tax(NOK 000's)20252024 95 839 80 453 Profit before tax Tax assessed at the expected tax rate (22%) 21 085 17 700 Tax effect permanent differences, profit & loss 4 5 Income tax expense reported in comprehensive income21 089 17 704 Recognized deferred tax assets & liabilities (NOK 000's)20252024 69 763 62 701 Fixed assets Current assets 9 771 5 120 Pension liabilities -6 415 -6 600 Derivatives 3 528 1 229 Loss assets - 30 Tax losses carried forward (1) - -46 493 Net income tax reduction/increase76 647 15 988 Net deferred tax asset/-liability-16 862 -3 517 Tax rate applied 22 % 22 %
67
Note 11. Earnings per share
Basic earnings per share (EPS) are calculated by dividing the profit attributable to the equity holders
of the Company by the weighted average number of ordinary shares in issue during the year.
The following reflects the income and shares data used in the basic EPS computations:
(NOK 000's) 2025 2024 Profit attributable to owners of the company 74 751 62 753 Total 74 751 62 753 Weighted average number of ordinary shares (in thousands) 44 345 44 345 Basic and dilutive earnings per share (NOK) 1,69 1,42
68
Note 12. Property, plant and equipment and right-of-use assets
Property Constructions Machines & Right of Total & plants in progress equipment use etc. assets (NOK 000's) Cost At 1 January 2024 44 733 17 914 218 798 9 294 290 740 Additions 4 906 24 374 29 280 Reclassified -44921 179 -23 725 -4 990 -7 985 At 31 December 2024 49 191 39 093 219 447 4 304 312 036 Additions 791 227 15 621 244 16 883 Disposals -32 -3 513 -223 -3 768 Reclassifications -200 -200 At 31 December 2025 49 950 39 320 231 355 4 325 324 951
Depreciation and impairment At 1 January 2024 -12 416 - -52 706 -5 635 -70 757 Depreciation charge for the year -2 902 - -14 808 -1 059 -18 769 Reclassified depreciations 211 - 2 131 4 747 7 089 At 31 December 2024 -15 107 - -65 383 -1 947 -82 435 Depreciation charge for the year -2 990 -17 331 -936 -21 257 Disposals 24 2 344 126 2 494 At 31 December 2025 -18 073 - -80 370 -2 757 -101 198 Net book value At 31 December 2025 31 877 39 320 150 985 1 568 223 754 At 31 December 2024 34 083 39 093 154 064 2 358 229 603 Useful life 20-25 years 3-10 years 3 years
Depreciation charge above also include impairment losses recognized in the P&L
69
Note 13. Financial assets and liabilities
Vistin acquired in Q1 2024 a share of 15% in CF Pharma at a transaction price of MEUR 1. The
balance sheet value in non-current assets is according to the original purchase price (in EUR), which
is also the estimated value of the financial investment as of 31.12.2025. CF Pharma is an API CDMO
located in Budapest, Hungary, with a broad customer base of recognized international pharmaceutical
companies. CF Pharma has an extensive production site in Budapest. Vistin is exploring potential
partnership options with the company.
Set out below is a comparison by class of carrying amounts and fair values of all financial instruments
that are carried in the financial statements. The financial assets principally consist of trade receivables
and cash and cash equivalents obtained through the operating business. The financial liabilities
principally consist of trade and other payables arising directly from its operations. The fair value of the
financial assets and liabilities are included at the amount at which the instrument could be exchanged
in a current transaction between willing parties.
The Group uses the following hierarchy for determining and disclosing the fair value of financial
instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: other techniques for which all inputs that have a significant effect on the recorded fair value
are observable, either directly or indirectly.
Level 3: techniques that use inputs that have a significant effect on the recorded fair value that are not
based on observable market data.
As of 31 December 2025: Fair value Loans and Other financial Total book Fair value level receivables at liabilities at value (NOK 000's) amortized amortized cost cost Financial assets Trade receivables 3 89 712 - 89 712 89 712 Other receivables 3 15 259 - 15 259 15 259 Financial assets 3 12 154 - 12 154 12 154 Hedging contracts(EUR) 3 3 528 - 3 528 3 528 Cash at bank 3 16 419 - 16 419 16 419 Total 137 073 - 137 073 137 073 Financial liabilities Trade payables 3 - 30 238 30 238 30 238 Other payables 3 - 48 748 48 748 48 748 Total - 78 986 78 986 78 986
70
Note 13. Financial assets and liabilities (continued)
31 December 2024:
Fair Fair value Loans and Other Total book Fair value value through receivables financial value level profit and at amorti-liabilities at loss zed cost amortized cost (NOK 000's) Financial assets Trade receivables 3 - 44 279 - 44 279 44 279 Other receivables 3 - 9 449 - 9 449 9 449 Financial assets 3 - 12 154 - 12 154 12 154 Hedging contracts(EUR) - 1 230 - 1 230 1 230 Cash at bank - 12 794 - 12 794 12 794 Total - 79 906 - 79 906 79 906 Financial liabilities Trade payables 3 - 13 054 13 054 13 054 Other payables 3 - 50 914 50 914 50 914 Total - 63 969 63 969 63 969
For trade receivables, accounts payable and other short-term items, fair values are equal to carrying
values due to their short-term nature.
Note 14. Financial risk management
The Group is exposed to a variety of financial risks, principally credit, currency, price and liquidity
risks, which are summarized below. The Group's senior management oversees the management of
these risks, which is being reviewed by the Board of Directors on a regular basis.
Credit risk
Credit risk is the risk that the counterparty will not meet its obligations under related to a customer
contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities
(primarily trade receivables) and from its investing and financing activities, principally deposits with
banks.
Customer credit risk
Customer credit risk is managed by established policy, procedures and control relating to customer
credit risk management. Credit quality of a customer is assessed on an individual basis, and
outstanding trade receivables are regularly monitored. Sales to customers with an unacceptable credit
risk are covered by letter of credit, and all sales are settled in cash. For trade receivables the Group
applies a simplified approach to providing for expected credit losses as prescribed by IFRS 9. There
are no provisions for losses on trade receivables as of 31 December 2025, and there are no historic
losses of significance. The risk of counterparties not meeting their contractual obligations will normally
be related to the quality of the goods supplied.
71
Note 14. Financial risk management (continued)
Year ended 31.12 2025 2024 Trade receivables (NOK 000's) 89 712 44 279 Number of customers 19 19 Top 5 customers as a % of total trade receivables 81 % 84 %
Financial credit risk
Cash deposits are principally with Nordea.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in foreign currency rates. Vistin’s exposure to the risk of changes in
foreign exchange rates relates primarily to sales and raw material purchases as they are mainly
denominated in EUR and USD respectively. Vistin monitors its foreign currency exposure, both
related to outstanding financial assets and liabilities and to future foreign currency denominated
operating cash flow, on an ongoing basis. The Group utilizes foreign currency denominated bank
accounts to match sales and purchases in the same currency and thus provide a natural hedge. The
group may use forward exchange contracts to reduce exposure towards USD and EUR. Financial
derivates are recognized at fair value through profit and loss. Change in fair value is recognized in
profit and loss and is presented as financial income or expense. Unrealized gains or losses are
recorded in the same manner as realized gains and losses.
2025 2024 Year ended 31.12 (Currency 000's) EUR USD EUR USD Trade Receivables 5 662 2 244 3 116 654 Bank accounts 7 75 123 75 Trade Payables -292 -417 -135 -76 Net assets in EUR / USD 5 377 1 902 3 104 654 Currency rates 31.12 11,84 10,08 11,80 10,17 Net assets/liabilities in NOK 63 676 19 175 36 610 6 650
Assuming foreign currency to be reduced/increased by 5% Foreign currency (reduction)/increase -5 % -5 % -5 % -5 % Foreign currency rate 11,25 9,58 11,21 11,35 Net assets in NOK 60 492 18 216 34 779 7 422 Potential gain/(loss) NOK -3 184 -959 -1 830 772
No potential effect on OCI
72
Note 14. Financial risk management (continued)
(000's) Number of Amount Total value Average Rate Unrealized Hedging contracts: per month of contracts rate on 31.12.2025 gain/loss contracts31.12.2025 (EUR) (EUR) contracts (NOK) EURNOK 2026 42 1 500 18 000 12.14 11.84 3 528 Total 42 1 500 18 000 12.14 11.84 3 528
Liquidity risk
Liquidity risk is the potential loss arising from the Group's inability to meet its contractual obligations
when due. Vistin monitors its risk to a shortage of funds using rolling cash flow forecasts. The Group
had cash and cash equivalents of MNOK 16.4 at 31 December 2025 (2024: MNOK 12.8) and no
interest-bearing debt. The Group has sufficient credit facilities available if needed, and the Company
assesses the liquidity risk to be low.
Year ended 31.12.2025 Less than 3 - 12 (NOK 000's) 3 months months 1 - 5 years > 5 years Total Trade Payables 30 238 - - - 30 238 Other Payables 48 748 - - - 48 748 Total 78 986 - - - 78 986 Year ended 31.12.2024 Less than 3 - 12 (NOK 000's) 3 months months 1 - 5 years > 5 years Total Trade Payables 13 054 - - - 13 054 Other Payables 50 914 - - - 50 914 Total 63 969 - - - 63 969
Capital Management
For the purpose of the Group’s capital management, capital includes issued capital, share premium
and all other equity reserves attributable to the equity holders of the parent. The primary objective of
the Groups’ capital management is to maximize the shareholder value.
It has been the Boards’ strategy to maintain a strong balance sheet in a period with volatile external
circumstances and a strong growth for the Group. Working capital requirements are generally
expected to increase somewhat with higher sales and expectations from its top-tier customers to have
more safety stock at hand due to a more volatile situation around the world. Vistin has a credit facility
available if needed.
The Group manages its capital structure and adjusts in light of changes in the financial performance
and development of the Group. To maintain or adjust the capital structure, the Group may adjust the
dividend payment to shareholders, return capital to shareholders, sell assets or issue new shares.
73
Note 15. Inventories
(NOK 000's) 2025 2024 Raw materials in transit (incl. inventory at 3rd party warehouse) 21 337 22 647 Raw materials 25 340 20 482 Produced finished goods (incl. WIP) 35 456 33 504 Provision for obsolescence - - Total inventories 82 133 76 665 Cost of materials 151 507 149 969
The cost of material included in the statement of comprehensive income consists of purchase of raw
materials for production, purchase of finished goods for sale, net movements in inventory, and any
inventory write-offs or adjustments.
Note 16. Trade receivables and other receivables
Trade receivables2025 2024 (NOK 000's) Trade receivables 89 712 44 279 Total trade receivables (net) 89 712 44 279
Trade receivables are non-interest bearing and are generally on terms of +/- 60
days.
As at 31 December, the ageing analysis of trade receivables is as follows
AGING PAST DUE NOT IMPAIRED (NOK 000's) Total Current < 30 days 30-60 days 60- 90 days > 90 days 2025 89 712 77 025 4 647 6 774 14 1 252 2024 44 279 38 249 6 111 81 - -
See Note 14 on credit risk of trade receivables, which explains how the Company manages credit risk.
74
Note 16. Trade receivables and other receivables (continued)
Other receivables
(NOK 000's) 2025 2024 Prepayments 4 828 1 752 Other 10 431 7 695 Total other receivables 15 259 9 447
Note 17. Cash and cash equivalents
(NOK 000's) 2025 2024 Cash at banks 16 419 12 794 Cash and cash equivalents 16 419 12 794
Cash at banks earns interest at floating rates based on daily bank deposit rates.
Note 18. Issued shares and share capital
The Company's registered share capital is NOK 44,344,592 divided into 44,344,592 shares.
The share capital is fully paid. All shares have the same rights.
Number of Share capital shares (thousands) (NOK 000's) At 1 January 2024 44 345 44 345 At 31 December 2024 44 345 44 345 At 1 January 2025 44 345 44 345 At 31 December 2025 44 345 44 345
Each share has a par value of NOK 1 per share.
75
Note 18. Issued shares and share capital (continued)
20 largest shareholders as registered 31 December 2025:
Total no of Ownership Name Note shares share INTERTRADE SHIPPING AS* 1 14 509 280 32,7 % HOLMEN SPESIALFOND 4 371 558 9,9 % PACTUM VEKST AS* 2 2 991 773 6,8 % MP PENSJON PK 1 719 848 3,9 % TIGERSTADEN AS 800 000 1,8 % HENRIK MIDTTUN HAAVIE 765 700 1,7 % STORKLEIVEN AS 751 000 1,7 % AUGUST RINGVOLD AGENTUR AS 750 315 1,7 % LUCELLUM AS 720 000 1,6 % IVAR LØGES STIFTELSE 540 000 1,2 % SURFSIDE HOLDING AS 527 960 1,2 % CORTEX AS 508 989 1,2 % SANDEN EQUITY AS 500 000 1,1% DNB BANK ASA 489 746 1,1 % DELTA AS 415 000 0,9 % GINKO AS 400 000 0,9 % MELESIO INVEST AS 397 110 0,9 % BOOLEAN AS 350 000 0,8 % NIELS CATO BECKETT AALL 301 658 0,7 % NICOLAI ANDREAS EGER 284 040 0,6 % Other shareholders 12 250 595 27,6 % Total number of shares 44 344 592 100,0 %
76
Note 18. Issued shares and share capital (continued)
Shares owned by the Board of Directors and management as of 31 December 2025:
Intertrade shipping AS (1) 14 509 280 Pactum Vekst AS (2) 2 991 379 Kjell-Erik Nordby (3) 140 000 Vegard Heggem (4) 77 360 Magnus Tolleshaug (5) 75 000 Alexander Karlsen (6) 50 000
1. Chairman of the Board of Directors
2. CEO of Pactum Vekst AS: is a member of the
Board of Directors
3. Board of Directors (Observer)
4. Chief Operating Officer
5. Chief Executive Officer
6. Chief Financial Officer
Note 19. Share-based payments
The annual general meeting in May 2025 approved a long-term incentive plan (LTIP) where the
executive management, in total, can purchase shares for up to MNOK 5, at a 25% discount, with three
years of binding time. The General meeting also approved a loan facility of MNOK 5 for purchase of
shares. The loan facility has a duration of three years and can only be used as financing for the
purchasing of shares in the company. If the finance option is used to purchase shares, the standard
interest rate for employee loans determined by the Norwegian Tax Administration, will be used.
77
Note 20. Other payables
(NOK 000's) 2025 2024 Withholding tax 3 479 3 071 Social security taxes 1 925 2 044 Allowance for holiday pay 8 281 7 757 Accrued expenses 4 614 6 017 Other liabilities 30 450 32 026 Total other payables 48 748 50 914
Note 21. Borrowings
The Group had no interest-bearing debt as of 31 December 2025. The Group has a revolving credit
facility in Nordea which is utilized when needed.
Nordea has issued a guarantee of MNOK 9.5 to cover future pension payments under the defined
benefit plan for the previous CEO, a guarantee for income tax deducted salaries of MNOK 6.5, as well
as a guarantee of EUR 300 000 in relation to the PPA with Statkraft. The guarantees are covered by a
pledge in the Property (plant) located in Kragerø municipality and inventory.
Note 22. Leasing and commitments
The Group has not applied the two recognition exemptions in the standard, for low value items and
short-term leases. There are only a few leasing agreements in total (<10), and all agreements have
been incorporated into the balance sheet. Detailed lease commitments divided by category:
Detailed Lease commitments at 31 December 2025 (NOK 000's) Property rental 1 254 Cars & trucks 305 Production equipment 0 Other office equipment 244 Future minimum lease payments 1 803
78
Maturity profile of lease 12-24 24-36 commitments (NOK 000's) <12 months months months >48 months Property rental 878 376 Cars & trucks 87 87 87 44 Production equipment Other office equipment 55 55 55 78 Future minimum lease payments 1020 518 142 122
Details for right of use assets and leasing liabilities:
Leasing liabilities Right of use assets Opening balance at 1 Jan 20244 1213 290 Depreciation 165 Interest expense 153 Additions - Write down -1 926 - Repayment of lease liabilities - -1 199 Value at year end 20242 3602 244
Opening balance at 1 Jan 2025 2 361 2 244 Depreciation 810 Interest expense 150 Additions 244 Write down -223 Repayment of lease liabilities -884 Value at year end 20253 192 1 510
Of which are: Other current lease liabilities (2025) 892 Other non-current lease liabilities (2025) 619 1 510
There are no residual guaranties or right of termination that have significant effect on any of the lease
agreements.
79
Note 23. Board of Directors and Executive Management compensation
Board of Directors remuneration
2025 2024 (NOK 000's) Board fees Other* Board fees Other* Øyvin A. Brøymer Chairman* 490 25 460 25 Bettina Banoun* 264 25 240 25 Øystein Stray Spetalen - - 240 - Espen Marcussen 264 - 240 - Kari Krogstad 264 -240 - Espen Lia Gregoriussen 264 - 240 - Åse Musum - - 240 - Stine W. Rønningen 264 - - - Kjell-Erik Nordby (observer) 264 -240- Total 2 074 50 2 14050 Stine W. Rønningen replaced Åse Musum as Board Member (employee representative) in 2025, and Øystein S. Spetalen resigned from the Board the same year. *Both Bettina Banoun and Øyvin A. Brøymer received NOK 25 000 in 2025 and 2024 as members of the Remuneration Committee.Executive Management remuneration 2025 Proportion Base Bonus of fixed and (NOK 000's) salary paid* Pension Other** Total variable Magnus Tolleshaug, CEO 3 077 882 176 292 4 427 80% / 20% Alexander Karlsen, CFO 2 246 512 175 219 3 153 84% / 16% Lilly Margareth Myra, VP Quality 1 700 -*** 141 318 2 159 100% / 0% Vegard Heggem, COO 2 103 384 175 192 2 853 87% / 13% Total Executive Management 9 127 1 778 666 1 021 12 592 -
*Bonuses paid are related to bonus earned for 2024 and paid out in 2025
**Mainly fixed monthly car allowance and fringe benefits
*** Lilly Margareth Myra started the position 1st of March 2025 and was not entitled to a bonus
payout
80
2024 Proportion Base Bonus of fixed and (NOK 000's) salary paid* Pension Other** Total variable Magnus Tolleshaug, CEO 2 590 553 171 249 3 562 84% / 16% Alexander Karlsen, CFO 2 034 576 173 207 2 989 81% / 19% Hilde Merethe Hagen, VP Quality 1 616 470 175 169 2 430 81% / 19% Vegard Heggem, COO 1 980 546 178 169 2 872 81% / 19% Total Executive Management 8 220 2 144 697 793 11 854 -
*Bonus paid are related to bonus earned for 2023 and paid out in 2024
**Mainly fixed monthly car allowance and fringe benefits
Magn
us Tolleshaug (CEO) has an 18-month termination benefit in the case of involuntary termination
of his employment.
According to the Norwegian Public Limited Companies Act section 6-16a, the Board of Directors have
prepared a statement on the establishment of wages and other remuneration for the CEO and other
senior employees.
Note 24. Transactions with related parties
Related party relationships are those involving control, joint control or significant influence. Related
parties are in a position to enter into transactions with the Company that would not be undertaken
between unrelated parties. All transactions within the Group have been based on arm's length
principle.
The Company's ultimate parent is Vistin Pharma ASA. The shares of Vistin Pharma are listed on Oslo
Børs. The subsidiary is listed in note 25. Any transactions between the parent company and the
subsidiary are shown line by line in the separate statements of the parent company and are
eliminated in the group financial statements.
See note 23 for more information on remuneration to executive management and the board.
81
Note 25. Subsidiary
The following subsidiaries are included in the consolidated financial statements:
Company Country Main Owner-Voting Owner-Voting of incor-operations ship power ship power poration interest 2025 interest 2024 2025 2024 Vistin Pharma AS Norway Pharmaceutical 100 % 100 % 100 % 100 % products
The financial figures of Vistin Pharma AS have been included in the consolidated financial statements
of the company
.
Note 26. Events after the reporting date
There have not been events subsequent to the closing date of 31 December 2025, that currently
affects the financial situation or the company’s operational activities.
The Board of Directors will propose for the AGM to pay out an ordinary cash dividend of up to NOK
1.50 per share, to be paid partly with NOK 1 in May and up to NOK 0.50 in November.
Vistin has built significant safety stock of critical raw materials over the past quarters which is
mitigating potential supply chain interruptions due to the Middle East conflict. Increased freight and
raw material prices are expected going forward, which in turn will increase the global metformin
prices.
82
Vistin Pharma ASA
- financial statements
and notes
83
Statement of
Comprehensive Income
For the year ended 31 December
(NOK 000's)
Note 2025 2024
Other income
-
-
Payroll and payroll related costs
3
3 071
3 697
Other operating costs 4 2 084 2 355
Operating profit/(loss)
-5 156
-6 052
Finance income
5
19 251
1 538
Finance costs 5 8 6
Profit/(loss) before tax
14 087
-4 520
Income tax expense 6 3 099 -994
Profit/(loss) for the year 10 988 -3 526
Total comprehensive income
10 988
-3 526
84
Statement of
Financial Position
As at 31 December
(NOK 000's)
Note 2025 2024
Assets
Non-current assets
Investment in subsidiaries 7 48 825 48 825
Group interest-bearing receivables 7 2 588 2 933
Deferred tax assets 6 -
3 099
Total non-current assets
51 412
54 856
Current assets
Intercompany receivables 7 89 376 125 674
Other receivables
150
132
Cash and cash equivalents 9 1 271 5 926
Total current assets
90 797
131 731
Total assets
142 210
186 588
85
(NOK 000’s)
Equity and liabilities
Note 2025 2024
Equity
Share capital 10 44 345 44 345
Share premium 73 867 129 298
Retained earnings 21 381 10 392
Total equity
139 592
184 035
Non-current liabilities
- -
Current liabilities
Accounts payables 131 244
Other current liabilities 2 486 2 310
Total current liabilities
2 617
2 554
Total liabilities
2 617
2 554
Total equity and liabilities
142 210
186 588
Oslo, 23 April 2026
Øyvin A. Brøymer
Chairman
Espen Marcussen
Board member
Stine W. Rønningen
Board member
Bettina Banoun
Board member
K
ari Krogstad
Board member
E
spen Lia Gregoriussen
Board member
Magnus Tolleshaug
CEO
T
he annual report is signed electronically.
86
Statement of Changes in Equity
For the year ended 31 December
Attributable to equity holders of the parent
(NOK 000's)
Share capital
Share
premium
Retained
earnings
Total
Equity as at 01.01.2024
44 345
206 885
13 918
265 147
Profit (loss) for the year
-3 526
Total comprehensive income
-3 526 -3 526
Dividend -77 587
-77 587
Equity as at 31.12.2024
44 345
206 885
-67 195
184 034
Profit (loss) for the year
10 988
Total comprehensive income
10 988
10 988
Dividend -55 431
-55 431
Equity as at 31.12.2025
44 345
206 885
-111 637
139 592
87
Statement of Cash flows
For the year ended 31 December
(NOK 000's)
Note
2025
2024
Cash flow from operating activities
Profit before income tax - 4 885 -4 520
Adjustments to reconcile profit before tax to net cash flow:
Net interest (income)/expense
-
3 158
Income tax paid - -
Changes in working capital:
Changes in trade receivables and trade payables -112 241
Changes in other payables, receivables, accruals
17 483
-23 534
Net cash flow from operating activities
12 486
-22 414
Cash flow from investing activities
Loan subsidiary
19 318
59 251
Group contribution 18 973 -
Net cash flow from investing activities
38 290
59 251
Cash flow from financing activities
Dividend paid -55 431 -77 587
Net cash flow from financing activities
-55 431
-77 587
Net change in cash and cash equivalents
4 655
4 078
Cash and cash equivalents beginning period 5 926 1 849
Cash and cash equivalents end period 9 1 271 5 926
88
Notes to the
Financial Statement
Note 1. Corporate information
Vistin Pharma ASA is a limited liability company, and its registered office is Østensjøveien 27, Oslo,
Norway. The Company's shares are listed on Oslo Børs in Norway under the ticker VISTN.
The financial statements were approved for release by the Board of Directors on 23 April 2026.
Reference is made to note 1 in the consolidated statement of Vistin Pharma ASA.
Note 2. Summary of significant accounting policies
Vistin Pharma ASA's ("Vistin Pharma" or "the Company") financial statements and directors’ report
are prepared in English only.
Basis of preparation
The financial statement has been prepared in accordance with the Norwegian Accounting Act § 3-9
and regulations regarding simplified application of IFRS issued by the Ministry of Finance in 2014.
The functional currency of Vistin Pharma is the Norwegian krone (NOK). All values are rounded to the
nearest thousand (NOK: 000), except when otherwise indicated.
Vistin Pharma's principles are consistent to the accounting principles for the Company, as described
in Note 2 of the consolidated financial statements. Where the note for the parent company is
substantially different from the note for the Company, these are shown separately. Otherwise refer to
the note in the consolidated financial statement.
Investments in subsidiaries
Investments in subsidiaries and associates are accounted for using the cost method in the parent
company accounts. The investments are valued at cost, and less impairment losses. Write-down to
fair value is recognized under impairment in the income statement.
Recognition for group contributions
Company contributions from wholly owned subsidiaries are recorded as financial income as long as
the contributions do not exceed the accumulated results from the date of acquiring the subsidiary. The
income is recorded net of tax. Company contributions relating to the result prior to the date of
acquisition are recorded as a reduction against the investment (net of tax). If company contributions
exceed accumulated profits in the subsidiary after the acquisition, the payment is treated as a
reduction of the carrying value of the investment.
89
Note 3. Payroll and payroll related expenses
(NOK 000's)
2025
2024
Other payroll costs
3 071
3 697
Total payroll and payroll related costs
3 071
3 697
Average number of man-years
:
- -
The Company had no employees as at 31 December 2025 (2024: 0). Other payroll costs mainly relate
to board fees.
Note 4. Other operating expenses
(NOK 000's)
2025
2024
External fees 703 617
Other operating expenses 1 382 1 737
Other operating expenses
2 084
2 355
Remuneration to the Auditors
(NOK 000's)
2025 2024
Statutory audit 415 434
Other assurance services 288 184
All fees are exclusive of VAT.
Note 5. Financial items
(NOK 000's)
2025
2024
Interest income from bank deposits and money market funds 279 319
Interest income from Group companies - 1 219
Total finance income 279
1 538
Other interest expenses 8 6
Total finance costs
8
6
Net finance
270
1 532
90
Note 6. Tax
(NOK 000's)
2025
2024
Profit before taxes
14 087
-4 520
Permanent differences - -
Changes in temporary differences - -
Permanent differences recognized to equity - -
Basis for income tax
14 087
-4 520
Income tax payable
-
-
Tax effect of change in net deferred income tax liability/asset 3 099 -994
Tax effect permanent differences recognized to equity - -
Tax effect tax rate reduction - -
Income tax expense
3 099
-994
Reconciliation of income tax
(NOK 000's) 2025
2024
Tax assessed at the expected tax rate -3 099 994
Tax effect permanent differences, profit & loss - -
Income tax -3 099 994
Temporary differences
(NOK 000's) 2025
2024
Losses carried forward
-
-14 087
Net income tax reduction temporary differences
-
-14 087
Net deferred tax asset
-
3 099
91
Note 7. Investments in group companies
2025
(NOK
000's)
Registered
office
Share
capital
Ownership
interest
2025
Voting
rights
2025
Carrying
amount
Result
2025
Equity
2025
Vistin
Pharma AS
Oslo,
Norway
NOK 100 % 100 % 48 825 78 561 238 047
2024
(NOK
000's)
Registered
office
Share
capital
Ownership
interest
2024
Voting
rights
2024
Carrying
amount
Result
2024
Equity
2024
Vistin
Pharma AS
Oslo,
Norway
NOK 100 % 100 % 48 825 66 274 174 220
Transactions between related parties
2025
(NOK
000's)
Long term
receivables
to subsi-
diaries
Short term
receivables
to subsi-
diaries
Interest
income
from
subsi-
diaries
Short term
payables
to subsi-
diaries
Group
contri-
bution
receivable
Group
contribution
payable
Vistin Pharma AS
2 588
89 376
-
-
-
-
2024
(NOK
000's)
Long term
receivables
to subsi-
diaries
Short term
receivables
to subsi-
diaries
Interest
income
from
subsi-
diaries
Short term
payables
to subsi-
diaries
Group
contribu-
tion
receivable
Group
contribu-
tion pay-
able
Vistin Pharma AS 2 933 125 674 1 219 - - -
The loan to Vistin Pharma AS carries an annual interest rate of 3 months NIBOR + 1.25%, to be paid
quarterly in arrears.
92
Note 8. Financial assets and liabilities
The Company uses the following hierarchy for determining and disclosing the fair value of financial
instruments by valuation technique:
Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities.
Level 2: other techniques for which all inputs that have a significant effect on the recorded fair value
are observable, either directly or indirectly.
Level 3: techniques that use inputs that have a significant effect on the recorded fair value that are not
based on observable market data.
As of 31 December 2025
(NOK 000's)
Fair
value
level
Fair
value
through
profit and
loss
Loans and
receivables
at
amortized
cost
Other
financial
liabilities at
amortized
cost
Total
book
value
Fair
value
Financial assets
Group interest-bearing receivables 3 - 2 588 - 2 588 2 588
Intercompany receivables 3 - 89 376 - 89 376 89 376
Other receivables 3 - 150 - 150 150
Cash and cash deposits
3
-
1 271
-
1 271
1 271
Total
- 93 385 -
93 385
93 385
Financial liabilities
Intercompany payables
3
-
-
-
-
-
Trade payables
3
-
-
131
131
131
Other payables 3 - - 2 486
2 486 2 486
Total
-
-
2 617
2 617
2 617
93
As of 31 December 2024
(NOK 000's)
Fair
value
level
Fair
value
through
profit and
loss
Loans
and recei-
vables at
amortized
cost
Other
financial
liabilities at
amortized
cost
Total
book
value
Fair
value
Financial assets
Group interest-bearing receivables 3 - 2 933 - 2 933 2 933
Intercompany receivables
3
-
125 674
-
125 674
125 674
Other receivables 3 - 5 926 - 5 926 5 926
Cash and cash deposits 3 - 132 - 132 132
Total
-
134 664
-
134 664
134 664
Financial liabilities
Intercompany payables 3 - - - - -
Trade payables
3
-
-
244
244
244
Other payables 3 - - 2 310
2 310 2 310
Total
-
-
2 554
2 554
2 554
Set out above is a comparison by class of carrying amounts and fair values of all of the Company’s
financial instruments that are carried out in the financial statements. For trade receivables, accounts
payable and other short-term items, fair values are considered to be equal to carrying values due to
their short-term nature.
Note 9. Cash and cash equivalents
(NOK 000's) 2025 2024
Cash at banks
1 271
5 926
Cash at banks earns interest at floating rates based on daily bank deposit rates. All bank accounts
are nominated in NOK.
94
Note 10. Issued shares and share capital
The Company's registered share capital is NOK 44,344,592 divided into 44,344,592 shares. The
share capital is fully paid. All shares have the same rights.
Number of
shares
Share capital
(thousands)
(NOK 000's)
At 1 January 2024 44 345 44 345
At 31 December 2024
44 345
44 345
At 1 January 2025
44 345
44 345
At 31 December 2025
44 345
44 345
Each share has a par value of NOK 1 per share.
95
Note 10. Issued shares and share capital (continued)
20 l
argest shareholders as registered as of 31 December 2025:
Name
Note
Total no of
shares
Ownership
share
INTERTRADE SHIPPING AS*
1
14 509 280
32,7 %
HOLMEN SPESIALFOND 4 371 558 9,9 %
PACTUM VEKST AS* 2 2 991 773 6,8 %
MP PENSJON PK 1 719 848 3,9 %
TIGERSTADEN AS
800 000
1,8 %
HENRIK MIDTTUN HAAVIE 765 700 1,7 %
STORKLEIVEN AS 751 000 1,7 %
AUGUST RINGVOLD AGENTUR AS
750 315
1,7 %
LUCELLUM AS 720 000 1,6 %
IVAR LØGES STIFTELSE 540 000 1,2 %
SURFSIDE HOLDING AS 527 960 1,2 %
CORTEX AS
508 989
1,2 %
SANDEN EQUITY AS 500 000 1,1%
DNB BANK ASA 489 746 1,1 %
DELTA AS 415 000 0,9 %
GINKO AS
400 000
0,9 %
MELESIO INVEST AS 397 110 0,9 %
BOOLEAN AS 350 000 0,8 %
NIELS CATO BECKETT AALL
301 658
0,7 %
NICOLAI ANDREAS EGER 284 040 0,6 %
Other shareholders 12 250 595 27,6 %
Total number of shares
44 344 592
100,0 %
96
Note 10. Issued shares and share capital (continued)
Shares owned by the Board of Directors and management as of 31 December 2025:
Intertrade shipping AS (1)
14 509 280
Pactum Vekst AS (2)
2 991 379
Kjell-Erik Nordby (3)
140 000
Vegard Heggem (4)
77 360
Magnus Tolleshaug (5)
75 000
Alexander Karlsen (6)
50 000
1. Chairman of the Board of Directors
2. CEO of Pactum Vekst AS: is a member of
the Board of Directors
3. Board of Directors (Observer)
4. Chief Operating Officer
5. Chief Executive Officer
6. Chief Financial Officer
Note 11. Events after the reporting period
There have not been events subsequent to the closing date of 31 December 2025, that currently
affects the financial situation or the company’s operational activities.
The Board of Directors will propose for the AGM to pay out an ordinary cash dividend of up to NOK
1.50 per share, to be paid partly with NOK 1 in May and up to NOK 0.50 in November
97
Note 12. Statement regarding the determination of salary and other remuneration to
Executive Management
According to the Norwegian Public Limited Companies Act (section 6-16a), the Board of Directors
shall prepare a statement regarding the establishment of wages and other remuneration for the Chief
Executive Officer and other senior management.
The Company’s salary policy for the executive management – main principles
The purpose of the Company's remuneration policy is to attract and retain personnel with the
competence that the Group requires with a view to achieving Vistin Pharma's goal of becoming a
leading and a profitable producer of selected API's for the international pharmaceutical market. The
general policy is to pay fixed salaries and pensions, while at the same time offering bonuses, or other
types of remuneration, which aligns the interest of senior management and the shareholders of the
Company.
The Company has a separate remuneration committee appointed by the Board of Directors.
The present remuneration committee consists of Øyvin A. Brøymer (Chairman) and Bettina Banoun.
The CEO, and other representatives of the senior management regularly participate in the
remuneration committee's meetings.
The remuneration committee functions as an advisory body for the Board of Directors and its main
duties and responsibilities are to:
i. Review and approve corporate goals and objectives relevant to the compensation of the
CEO, evaluate the performance of the CEO in light of those goals and objectives and set the
compensation level for the CEO based on this evaluation. In determining the long-term
incentive component of the CEO compensation, if any, the Committee may consider the
Company’s performance and relative shareholder return, the value of similar incentive awards
given to CEOs at comparable companies and the awards given to the CEO in past years.
ii. Make recommendations to the Board with respect to incentive-compensation plans and
equity-based plans.
iii. Assist the Board in developing and evaluating potential candidates for executive positions,
including the CEO, and oversee the development of executive succession plans.
iv. Review and approve Senior Executive employment agreements, severance arrangements
and change in control agreements and provisions when, and if, appropriate, as well as any
special supplemental benefits.
v. Review major organizational and staffing matters.
Further information on the function of the remuneration committee can be found in the instructions to
the remuneration committee, included on the Company's website: www.vistin.com.
Fixed salary
It is the Company’s policy that salaries to the CEO and senior management primarily shall take the
form of a fixed monthly salary, reflecting the level of position and experience of the person concerned
and the results achieved.
98
Note 12. Statement regarding the determination of salary and other remuneration to
Executive Management (continued)
Bonuses
The Group has a system of annual performance-based bonuses for all employees. The maximum
bonus payable to the CEO is 40% of the annual salary. The maximum bonus payable to other
members of the Executive Management team is 30% of the annual salary, depending on individual
employment contracts. The Board of Directors evaluates and determines annually the bonus system
for Vistin Pharma, based on recommendations from the Remuneration Committee.
The bonuses are linked to the achievement of certain targets for financial results, as well as other
performance targets which are defined at the beginning of the financial year. The bonus targets shall
reflect both short-term financial parameters, and operational and strategic performance targets that
are expected to give a positive long-term financial effect.
Pension plan
Principally, pension plans shall be the same for senior management as what is generally agreed for
other employees. The Group has a defined contribution plan for all employees. Under this plan the
Group contributes 6% of the salary between 1G and 7.1G, and 15%, for the salary between 7.1G and
12G.
Notice period
The CEO has an 18-month termination benefit in the case of involuntary termination of his
employment. The remaining executive management team has three months termination period.
Share based incentive plans
The annual general meeting in May 2025 approved a long-term incentive plan (LTIP) where the
executive management, in total, can purchase shares for up to MNOK 5, at a 25% discount, with three
years of binding time. The General meeting also approved a loan facility of MNOK 5 for purchase of
shares. The loan facility has a duration of three years and can only be used as financing for the
purchasing of shares in the company.
Remuneration policy in the preceding financial year (2025)
The management remuneration policy in the preceding financial year has been conducted in
accordance with the prevailing principles for 2025, with the exception of any items noted above.
99
Vistin Pharma ASA
Østensjøveien 27
NO-0661 Oslo
Norway
Tel: +47 35 98 42 00
E-mail: vistin@vistin.com
www.vistin.co
Statsautoriserte revisorer
Ernst & Young AS
Stortorvet 7, 0155 Oslo
Postboks 1156 Sentrum, 0107 Oslo
Foretaksregisteret: NO 976 389 387 MVA
Tlf: +47 24 00 24 00
www.ey.no
Medlemmer av Den norske Revisorforening
A member firm of Ernst & Young Global Limited
To the General Meeting in Vistin Pharma ASA
INDEPENDENT AUDITOR'S REPORT
Report on the audit of the financial statements
Opinion
We have audited the financial statements of Vistin Pharma ASA (the Company), which comprise:
• The financial statements of the Company, which comprise the statement of financial position as
at 31 December 2025, statement of comprehensive income, statement of changes in equity and
statement of cash flows for the year then ended and notes to the financial statements, including a
summary of significant accounting policies, and
• The financial statements of the Group, which comprise the consolidated statement of financial
position as at 31 December 2025, consolidated statement of comprehensive income,
consolidated statement of cash flows and consolidated statement of changes in equity 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 of 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 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 Board of Directors.
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 in
accordance with the requirements of the 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) (the 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.
We have been the auditor of the Company for 11 years from the election by the general meeting of the
shareholders in 2015 for the accounting year 2015 (with renewed election by the general meeting of the
shareholders in 2025).
2
Independent auditor's report - Vistin Pharma ASA 2025
A member firm of Ernst & Young Global Limited
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 for 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.
Recognition and measurement of inventories
Basis for the key audit matter
As at 31 December 2025 inventories amounted
to NOK 82,1 million, 18,7% of total assets. These
inventories consist of raw materials, work in
progress and finished goods. Inventories are
stated at the lower of cost and net realizable
value. The cost of finished goods comprises
materials, direct labor, other direct costs and
allocation of related production overheads. The
allocation of direct and indirect costs and the
assessment of the net realizable value are
significantly impacted by management's
assumptions. Due to management's estimates
and its significance, recognition and
measurement of inventories is a key audit matter.
Our audit response
We assessed the cost of inventories including
comparing the costs of raw materials to a sample
of invoices, evaluated the allocation of labor cost
and indirect cost, and recalculated the cost prices
for a sample of units. We assessed the allocation
keys used for the allocation of production
overheads. For evaluation of net realizable value,
we performed margin analysis subsequent of
year-end, analyzed the inventory turnover and
compared that to management's estimates on
obsolete inventories and tested the accuracy of
management's prior year assumptions. We refer
to note 15 in the consolidated financial
statements related to inventories.
Other information
The Board of Directors and CEO (management) are responsible for the information in the Board of
Directors’ report and the other information presented with the financial statements. The other information
comprises the information included in the annual report other than the financial statements and our
auditor's report thereon. Our opinion on the financial statements does not cover the information in the
Board of Directors’ report and the other information presented with the financial statements.
In connection with our audit of the financial statements, our responsibility is to read the information in the
Board of Directors’ report and for the other information presented with the financial statements. The
purpose is to consider if there is material inconsistency between the information in the Board of Directors’
report and the other information presented with the financial statements and the financial statements or
our knowledge obtained in the audit, or otherwise the information in the Board of Directors’ report and for
the other information presented with the financial statements otherwise appears to be materially
misstated. We are required to report if there is a material misstatement in the Board of Directors’ report
and the other information presented with 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 for the statement on Corporate
Governance.
3
Independent auditor's report - Vistin Pharma ASA 2025
A member firm of Ernst & Young Global Limited
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 the
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, 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.
• 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 fair presentation.
• 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
4
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 Board of Directors 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 requirement
Report on compliance with regulation on European Single Electronic Format (ESEF)
Opinion
As part of the audit of the financial statements of Vistin Pharma 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 vistinpharmaasa-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 (the 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
respects, the financial statements included in the annual report have been prepared in accordance with
the ESEF Regulation. We conduct our work in accordance 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 accordance
with the ESEF Regulation.
As part of our work, we perform procedures to obtain an understanding of the Company’s processes for
preparing the financial statements in accordance with the ESEF Regulation. We test whether the financial
statements are presented in XHTML-format. We evaluate the completeness and accuracy of the iXBRL
Independent auditor's report - Vistin Pharma ASA 2025
A member firm of Ernst & Young Global Limited
5
Independent auditor's report - Vistin Pharma ASA 2025
A member firm of Ernst & Young Global Limited
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, 24 April 2026
ERNST & YOUNG AS
The auditor's report is signed electronically
Kristian Dalby
State Authorised Public Accountant (Norway)
5967007LIEEXZXFQY0922025-01-012025-12-315967007LIEEXZXFQY0922024-01-012024-12-315967007LIEEXZXFQY0922025-12-315967007LIEEXZXFQY0922024-12-315967007LIEEXZXFQY0922023-12-31ifrs-full:IssuedCapitalMember5967007LIEEXZXFQY0922024-01-012024-12-31ifrs-full:IssuedCapitalMember5967007LIEEXZXFQY0922024-12-31ifrs-full:IssuedCapitalMember5967007LIEEXZXFQY0922023-12-31ifrs-full:SharePremiumMember5967007LIEEXZXFQY0922024-01-012024-12-31ifrs-full:SharePremiumMember5967007LIEEXZXFQY0922024-12-31ifrs-full:SharePremiumMember5967007LIEEXZXFQY0922023-12-31ifrs-full:RetainedEarningsMember5967007LIEEXZXFQY0922024-01-012024-12-31ifrs-full:RetainedEarningsMember5967007LIEEXZXFQY0922024-12-31ifrs-full:RetainedEarningsMember5967007LIEEXZXFQY0922023-12-315967007LIEEXZXFQY0922025-01-012025-12-31ifrs-full:IssuedCapitalMember5967007LIEEXZXFQY0922025-12-31ifrs-full:IssuedCapitalMember5967007LIEEXZXFQY0922025-01-012025-12-31ifrs-full:SharePremiumMember5967007LIEEXZXFQY0922025-12-31ifrs-full:SharePremiumMember5967007LIEEXZXFQY0922025-01-012025-12-31ifrs-full:RetainedEarningsMember5967007LIEEXZXFQY0922025-12-31ifrs-full:RetainedEarningsMemberiso4217:NOKiso4217:NOKxbrli:shares