2
Content
Letter to shareholders
3
Organizational matters
7
Sustainability report
9
Product governance
29
Corporate governance policy and annual review
36
Notes to the Financial Statement
43
Note 1. Corporate information
50
Note 2. Summary of significant accounting policies
50
Note 3. Critical accounting estimates and judgements in terms of accounting policies
57
Note 4. Segment Information
59
Note 5. Other income
59
Note 6. Payroll expenses
60
Note 7. Post-employment benefits
60
Note 8. Other operating expenses
62
Note 9. Financial items
62
Note 10. Tax
63
Note 11. Earnings per share
64
Note 12. Property, plant and equipment and right-of-use assets
65
Note 13. Financial assets and liabilities
66
Note 14. Financial risk management 67
Note 15. Inventories
70
Note 16. Trade receivables and other receivables
70
Note 17. Cash and cash equivalents
71
Note 18. Issued shares and share capital
72
Note 19. Share-based payments
73
Note 20. Other payables
74
Note 21. Borrowings
74
Note 22. Leasing (IFRS 16) and commitments
74
Note 23. Board of Directors and Executive Management compensation
76
Note 24. Transactions with related parties
77
Note 25. Subsidiary
78
Note 26. Events after the reporting date
78
Vistin Pharma ASA - financial statements and notes
79
3
Letter to
shareholders
Dear valued Customer and Stakeholder.
First of all I would like to thank you for our
continued good collaboration and relationship.
I hope that Vistin Pharma is living up to your
expectations. I would like to give you an update
of our Vistin Pharma business and provide
some insights into our operations and 2024
highlights. Vistin Pharma is a European
manufacturer of high-quality Metformin API
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 Europe. 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 expectations.
Vistin made a large investment in 2022 into a
second parallel manufacturing line with the aim
of reaching 7000 metric tons (MT). This was to
support our existing customers growing
demand for Metformin and to fuel further
growth in the global market. Today Vistin has
around 10% of the global market share of
metformin API, and the 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
develops diabetes type 2.
There is also growth in the number of people in
low- and middle-income countries who get
diagnosed and put on Metformin - being an
efficient, cheap and safe drug treatment.
Metformin can be seen as a commodity
pharmaceutical product and has several
competitors in the global landscape. Being a
producer of Metformin in Norway and Europe
of high volumes, the production cost of each
unit is vital in being able to offer our customers
and partners competitive prices and at the
same time offer our investors and owners a
reasonable return on investment.
We ended the year 2024 with strong financial
results, reflecting that the investment into a
new manufacturing line is materializing into
sales and profit. The year 2024 started a bit
rough for us with an unplanned stop on our
new line 2, due to equipment failure. This
unplanned stop resulted in several weeks
downtime on the new line in the first quarter
and impacted our annual production volume.
Both lines have been operating well for the
remaining part of the year in parallel with our
ramp-up projects, however the technical ramp
up has been going somewhat slower than we
expected due to the issues during the first half
year. Our focus in 2025 is to further increase
the technical capacity and transform the
additional volume into sales. We see a good
demand for our product due to the need for
high quality Metformin.
4
We also see the reshoring trend where global
pharmaceutical producers look for local
European supply of critical API’s due to the
shifting geopolitical situation.
After our large CAPEX investments in 2021
and 2022, we are now transforming two
production lines with economies of scale, into
strong earnings growth and high cash
conversion. I am therefore proud of our total
dividend payout of NOK 1.75 per share in
2024, where NOK 0.75 relates to 2023, and
NOK 1 relates to 2024. The Board has also
proposed a dividend of NOK 1.25 to be paid in
June 2025, which is a healthy increase from
previous year. This shows dedication to our
dividend policy to payout ~50% of our net profit
and give our shareholders predictable annual
returns.
Our employees are proud to be working for
Vistin, and we believe in the importance of
being a good corporate citizen and ensuring
clean operations. Our people are our most
important asset, and we are happy to have
such dedicated employees with high technical
skillset, perseverance and dedication towards
satisfying our customers. In 2025 we will be
launching a new leadership development and
employee training program for our employees.
Being a dedicated Metformin business has its
advantages as we can use all our efforts on
metformin to ensure customers satisfaction.
We have also started strategic thinking and
actions to start 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
become a European CDMO (Contract
Development Manufacturing Organization) for
API (Active Pharmaceutical Ingredient).
New diabetes drugs will always enter the
market being effective in different ways.
We have seen this with the DDP4 combination
products, the SGLT2 revolution 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, hence the
future of Metformin looks positive. 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.
The delivery time of raw materials from Asia
has during 2024 been longer and more volatile
than normal due to the Red Sea situation
where ships need to sail via Africa to reach
Europe. Vistin will be keeping a larger than
normal level of raw material safety stock due to
the current volatility in freight lead times.
Looking ahead into 2025 we are steadily
ramping up the volume further and ensuring
volumes to our customers growing demand,
and we also actively work with introducing new
customers to the benefits and quality of using
our Metformin API. We have also started to
develop a new Direct Compressible (DC) grade
with 95% Metformin to add to our product
range. Our aim is to fill the manufacturing
capacity and become even more competitive
on price as we increase our manufacturing
volume.
I wish to thank all our customers and
stakeholders for our great and open
collaboration in 2024, and I am looking forward
to the many coming years of fruitful and good
business together as partners.
Magnus Tolleshaug
CEO
5
STRATEGY
During 2024, 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.
Diabetes is one of the most serious diseases of
this century. The number of diabetes II patients
are by WHO expected to grow from
approximately 500 million today to > 780
million in approximately 20 years. About 10%
of the world’s population in the age group
between 25 – 70 years are suffering from
diabetes. The global demand for Metformin is
expected to grow from 58.000MT today to
98.000MT annually by 2029. Vistin’s strategy is
to build a >7000 MT Metformin business
through world class operations and strategic
customer partnerships to maintain and grow
the market share. Further to make our
manufacturing site the most technology
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 out of two
European Metformin manufacturer, and the
only one with a dedicated facility
Vistin Pharma’s long-term vision is to have no
negative impact on environment, people and
local community by the Company’s presence.
Vistin Pharma are proud of the sustainability
achievements, the track record of deliverables
and ongoing ESG focus and investments to
further reduce the Company’s carbon footprint.
During 2024 Vistin finalized a >MNOK 10
cooling system to condense and collect
hydrocarbons (VOC). This will reduce the
emission of greenhouse gases with more than
98%, resulting in a reduction of the total
emission to air with more than 95 % comparing
with previous years. Vistin Pharma’s customers
are to a growing extent also requesting and
expecting their suppliers to support the shift
towards a sustainable future, and Vistin is
strategically well positioned to fulfill these
needs being situated in Norway with renewable
hydropower and stable environmental focus.
The company also has a strategic intent to
become a European multiproduct Contract
Development and Manufacturing Organization
(CDMO) as part of its growth strategy. In Q1
2024 Vistin acquired 15% of CF Parma in
Budapest. This is a partnership and platform
where Vistin may potentially extend its
offerings further.
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
3000
3100
3500
3600
3700
5300 5300
0
1000
2000
3000
4000
5000
6000
2018 2019 2020 2021 2022 2023 2024
Production volume in metric tons
6
*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 2024 amounted to MNOK 429.5
(MNOK 438.3). The revenue for both 2024 and
2023 relate exclusively to sales of Metformin.
The operating profit for 2024 was MNOK 85.3
(MNOK 68.6). Net profit in 2024 amounted to
MNOK 62.8 (MNOK 45.6). Global Metformin
prices have been lower in the past twelve
months 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.
Liquidity, financial position and
investments
Cash flow
2024 net cash flow from operating activities was
positive with MNOK 108.5. Net cash flow from
operating activities in the same period of 2023
was positive with MNOK 90.6.
Net cash flow from investing activities in 2024
was negative with MNOK 40.9. This is
constituted by capital expenditure, leasing
repayments and acquisition of 15% in CF
Pharma. Approximately MNOK 9 of the CAPEX
spend in 2024 is final payments for the water
recycling project. Net cash flow from investing
activities in the same period last year was
negative with MNOK 17.7.
Net cash flow from financing activities in 2024
was negative with MNOK 81, driven by dividend
payments of total NOK 1.75 per share. Net cash
flow from financing activities in the same period
last year was negative with MNOK 48.1,
reflecting repayment of the bank overdraft.
Net change in cash and cash equivalents in
2024 was negative with MNOK 13.4. In the
same period last year, there was a net increase
in cash equivalents of MNOK 24.8.
Balance sheet
Assets
Vistin Pharma had total assets of MNOK 384.9
as of 31 December 2024 (MNOK 403.4). The
company has fully utilized the deferred tax
asset by 2024 end (MNOK 14.6).
Equity
Equity by the end of December was MNOK
309.5 (MNOK 322.8). This equals an equity
ratio of 80%.
Liabilities
The Company had no net interest-bearing debt
as of end December 2024. Net cash position
was MNOK 12.8 compared to net cash of
MNOK 26.2 as of end December 2023. MNOK
2.2 (MNOK 3.3) 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 2024, that affects
the financials or the Company’s operational
activities.
The Board of Directors will propose for the
AGM an ordinary dividend of total NOK 1.25
per share, to be paid in June
11
27
55
44
6*
86
104
0
20
40
60
80
100
2018 2019 2020 2021 2022 2023 2024
EBITDA Metformin (MNOK)
7
Organizational
matters
Organization
At the end of 2024, the Group had 75
employees.
Board of Directors
At year end the board consisted of Øyvin A.
Brøymer (chairman), Bettina Banoun, Kari
Krogstad, Espen Marcussen, Øystein Stray
Spetalen, Espen Lia Gregoriussen (employee
representative), Åse Musum (employee
representative), and Kjell-Erik Nordby
(observer).
8
Long and successful
growth track record
88
101
111
142
150
176
171
177
201
228
254
279
305
438
430
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
Revenues Vistin Metformin (MNOK)
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
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 75 employees at
year-end 2024, of which 22 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 2024 none of
Vistin’s female and three of the male
employees took parental leave. On average,
the length of the parental leave was
approximately 15 weeks.
Vistin has not registered any involuntarily
overtime or part-time work during 2024.
Approximately 35% of the leadership roles in
the middle level is held by females.
Salary comparison*
*Vistin completed in 2023 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 their
males.
The Executive Management group in 2024
consists of four members, of which one
member is female. The Board of Directors
currently has three female members out of
eight. The Board does not consider it
necessary to take further measures to ensure
equal opportunities.
Environment, Health and Safety (EHS)
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.
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. One work-related
incident was registered in 2024. This was the
second reported TRI in Vistin, for the preceding
seven years.
Category 1 1 4 78 %
Category 2 4 6 100 %
Category 3 4 3 97 %
Category 5 4 4 98 %
Category 6 4 2 96 %
Males
Category
Females
Females share
of males salary
27
The statistics of only two TRI’s and LTI’s (lost
time injury) for several 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 5.9% compared to
4,7% 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.
28
Key employee
data:
2023
2024
Number of employees
77
75
Number of part-time workers
3
3
Turnover (number of employee's)
2
3
Sick leave
4,7 %
5,9 %
LTI (Injury w/absence)
1
1
MTC (injury w/medical treatment)
1
0
Number of hours worked since last
LTI
122 959
50 233
% Females
26 %
26 %
% Females in management positions
34 %
38 %
% Male parental leave
4 %
1 %
% Female parental leave
0%
0%
Reported whistleblower incidents
0
0
Reported incidents of other concerns
0
0
Number of employee's GMP trained
77
75
29
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 2024, 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.
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
30
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.
31
32
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 2024.
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 2024.
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.
For the long-term the risk is more uncertain.
However, Vistin believe it is well prepared for
adopting 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 by WHO looked at 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.
33
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 done 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 2024. The net cash
position was MNOK 12.8 compared to net cash
of MNOK 26.2 as of end December 2023.
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 2025 and 1H of 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 2024.
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.
34
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 23.20
per share at year end 2023, and to NOK 23.70
as of 31 December 2024. A total cash dividend
of NOK 1.75 per share has been distributed in
2024.
Outlook
Diabetes is one of the largest global health
crises of the 21st century, and the global
demand for Metformin medication is expected
to continue to grow by 4-6% CAGR, in the
foreseeable future, as it remains the first line
treatment for the main population of type 2
diabetes patients. The demand for Metformin in
the market has not been affected by the corona
epidemic or the current situation in Ukraine.
The vulnerability for drug supplies during both
the corona epidemic and the Ukraine situation
has been an eye opener for the authorities,
and the need for near shoring seems only to
increase. 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 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 net negative profit of
MNOK 3.5 (negative MNOK 3) in 2024. Total
assets as of 31 December 2024 were MNOK
186.6 (MNOK 266.2), and the long-term
intercompany interest-bearing receivables
were MNOK 2.9 (MNOK 62.2) at year-end
2024. The Company’s cash balance at year-
end 2024 was MNOK 5.9 (MNOK 1.8). Total
shareholders’ equity at 31 December 2023 was
MNOK 184 (MNOK 265.1), and the equity ratio
at 31 December 2024 was 99% (99%).
The Board of Directors will propose for the
AGM, in May 2025, an ordinary dividend of
total NOK 1.25 per share, to be paid in June.
Oslo, 24 April 2025
Øyvin A. Brøymer
Chairman
Espen Marcussen
Board member
Åse Musum
Board member
Bettina Banoun
Board member
Øystein Stray Spetalen
Board member
Kari Krogstad
Board member
Espen Lia Gregoriussen
Board member
Magnus Tolleshaug
CEO
35
Responsibility
Statement
We confirm to the best of our knowledge that:
• the consolidated financial statements for 2024 have been prepared in accordance with IFRS as
adopted by the European Union, as well as additional information requirements in accordance with
the Norwegian Accounting Act
• the financial statements for the parent company for 2024 have been prepared in accordance with
simplified IFRS pursuant to the Norwegian Accounting Act and regulations regarding simplified
application of IFRS issued by the Norwegian Ministry of Finance
• the 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 the
period
• the 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 Vistin
Pharma Group, and includes a description of the key risks and uncertainties the companies are faced
with.
Oslo, 24 April 2025
Øyvin A. Brøymer
Chairman
Espen Marcussen
Board member
Åse Musum
Board member
Bettina Banoun
Board member
Øystein Stray Spetalen
Board member
Kari Krogstad
Board member
Espen Lia Gregoriussen
Board member
Magnus Tolleshaug
CEO
Annual report is signed electronically.
36
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 2024 was NOK 309.5 million,
representing an equity ratio of 80%. 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
2024, 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
37
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 2025.
Vistin Pharma has also been given authorization
to purchase its own shares, for a number of
shares limited to 10% of the total issued shares
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
2025.
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, in May 2025, an ordinary dividend of
total NOK 1.25 per share, to be paid in June.
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 2024.
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.
38
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 for the General Meeting, a
shareholder is requested to submit confirmation
in writing via mail or fax, or by electronic
registration directly through VPS.
The 2025 Annual General Meeting is scheduled
for 22 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, fax, or e-mail (provided the
proxy is a scanned document with signature) or
registered directly through VPS. It is not
possible to vote via 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.
39
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 2025)
Nils Erling Ødegaard, (member since 2017;
up for election in 2025)
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 28% 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.
40
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.
12 575 000 (1)
Bettina Banoun
Member
2018
2026
Rem. Comm.
-
Kari Krogstad
Member
2020
2026
-
Espen Marcussen
Member
2020
2026
2 991 733 (2)
Øystein Stray
Spetalen
Member
2015
2025
2,257,930 (3)
Espen Lia
Gregoriussen
Member
2017
2025
-
Åse Musum
Member
2015
2025
2,201
Kjell-Erik Nordby
Observer
2024
2026
140 000
* At 31 December 2024
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.
3. Shares owned by Øystein Stray Spetalen, or
companies controlled by, or associated with
him.
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 2024, 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 Brøymer
(Chairman) and Bettina Banoun.
41
Audit Committee
The Company must have an Audit Committee
appointed by the Board, for practical purposes
the full Board constitutes the Audit Committee.
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
2024 a resolution was passed approving the
following fees until the next Annual General
Meeting in 2025: Chairman NOK 460,000,
shareholder elected Board members and
employee elected board members NOK
240,000.
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.
42
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.
43
Vistin Pharma Group
- financial statements
and notes
44
Consolidated Statement
of Comprehensive Income
For the year ended 31 December
(NOK 000's)
Note
2024
2023
Revenue
4
429 091
435 391
Other income
5
412
2 937
Total revenue and other income
429 503
438 329
Cost of materials
149 969
176 644
Payroll expenses
6
94 224
93 135
Depreciation, amortization and impairment
12
19 029
17 347
Other operating expenses
8
80 985
82 605
Operating profit (EBIT)
85 296
68 598
Finance income
9
9 715
20 841
Finance costs
9
14 557
30 920
Profit/(loss) before tax
80 453
58 518
Income tax expense
10
17 704
12 923
Profit/(loss) for the period
62 749
45 596
Other comprehensive income
Items not to be reclassified to profit or loss in subsequent periods:
Actuarial losses on defined benefit plan
7
2 049
4 731
Income tax effect
-451
-1 041
Total comprehensive income for the period
64 347
49 285
Comprehensive income attributable to:
Equity holders of the parent company
64 347
49 285
Earnings per share (NOK):
Basic and dilutive profit attributable to equity holders
11
1,42
1,03
45
Consolidated Statement of
Financial Position
As at 31 December
(NOK 000's)
Note
2024
2023
Assets
Non-current assets
Property, plant & equipment
12
229 603
219 984
Financial assets
13
12 154
-
Deferred tax assets
10
-
14 638
Total non-current assets
241 757
234 622
Current assets
Inventories
15
76 665
80 171
Trade receivables
16
44 279
47 023
Other receivables
16
9 449
15 376
Cash and cash equivalents
17
12 794
26 204
Total current assets
143 187
168 774
Total assets
384 945
403 396
46
Equity and liabilities
Equity
Share capital
18
44 345
44 345
Share premium
129 298
206 885
Retained earnings
135 886
71 540
Total equity
309 529
322 770
Non-current liabilities
Deferred tax liabilities
10
3 517
-
Other non-current liabilities
22
1 326
2 287
Pension liabilities
7
6 602
8 864
Total non-current liabilities
11 445
11 151
Current liabilities
Trade payables
14
13 054
18 916
Income tax payable
10
-
-
Other current liabilities
20/22
50 914
50 558
Total current liabilities
63 969
69 473
Total liabilities
75 414
80 624
Total equity and liabilities
384 945
403 396
47
Oslo, 24 April 2025
Øyvin A. Brøymer
Chairman
Espen Marcussen
Board member
Åse Musum
Board member
Bettina Banoun
Board member
Øystein Stray Spetalen
Board member
Kari Krogstad
Board member
Espen Lia Gregoriussen
Board member
Magnus Tolleshaug
CEO
The annual report is signed electronically.
48
Consolidated Statement of
Changes in Equity
For the year ended 31 December
Attributable to equity holders of the parent
(NOK 000's)
Note
Share
capital
Share
premium
Retained
earnings
Total
Equity as at 01.01.2023
44 345
206 885
22 254
273 484
Dividend paid
-
-
-
-
Profit (loss) for the period
-
-
45 596
45 596
Other comprehensive income
-
-
3 690
3 690
Total comprehensive income
-
-
49 285
49 285
Equity as at 31.12.2023
18
44 345
206 885
71 540
322 770
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
49
Consolidated Statement
of Cash flows
For the year ended 31 December
(NOK 000's)
Note
2024
2023
Cash flow from operating activities
Net profit/(loss) before income tax
80 453
58 518
Net profit/(loss) before income tax
80 453
58 518
Income tax paid
-
-
Non-cash adjustment to reconcile profit before tax to cash flow:
Depreciation, amortization, and impairment
12
19 029
17 347
Changes in working capital:
Changes in trade receivables and trade payables
16/13
-3 117
12 141
Changes in inventories
15
3 506
3 275
Changes in other accruals and prepayments
7 986
-689
Net cash flow from operating activities
107 857
90 592
Cash flow from investing activities
Purchase of equipment and intangibles
12
-40 803
-17 901
Interest received
507
220
Net cash flow from investing activities
-40 295
-17 681
Cash flow from financing activities
Repayment of lease liabilities
22
-1 199
-904
Dividend paid
-77 587
-
Short term debt
-
-45 141
Interest paid
-2 185
-2 098
Cash flow from financing activities
-80 971
-48 143
Net change in cash and cash equivalents
-13 410
24 768
Cash and cash equivalents beginning period
26 204
1 435
Cash and cash equivalents end period
17
12 794
26 204
50
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 2024 were
approved for release by the Board of Directors on 24 April 2025.
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.
51
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, 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 on-board 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.
52
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
has done quarterly unit cost updates in 2024 to best reflect the value of inventory at hand.
53
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.
54
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.
55
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
The Group has 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 25%
discount is earned progressively with 1/36 per month. The cost of the discount is taken through the
P&L quarterly and booked to other salary costs. The annual cost of the incentive program is not
considered material.
The General meeting in May 2024 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
56
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 2024 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.
57
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 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
has done quarterly unit cost updates in 2024 to best reflect the value of inventory at hand. This is
done to best reflect the current value of the inventory in a relative volatile global supply chain.
58
Note 3. Critical accounting estimates and judgements in terms
of accounting policies (continued)
Deferred tax asset
The Group has since 2020 recognized a deferred tax asset in relation to the financial loss of closing
the Energy Trading Business. Recognition of the deferred tax asset was based on the fact that the
Group is experiencing a strong demand for its Metformin product and is doubling its production
capacity to meet demand from both existing and potential new customers. Driven by the expected
market growth and the financial forecasts for the Group, the deferred tax assets were included as
carrying value in the balance sheet. The deferred tax asset was fully utilized in Q4 2024.
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.
59
Note 4. Revenue from contracts with customers and segment information
The Group only have one business segment:
Geographic information (NOK 000's) 2024 2023 Revenue from contracts with customers: Africa 42 907 65 697 Europe 348 816 338 867 Asia 32 987 29 323 North and South America 4 381 1 505 Total revenue from contracts with customers 429 091 435 391
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) 2024 2023 Customer A 201 803 179 174 Customer B 57 986 61 978 Customer C 50 906 47 460 Customer D 42 907 65 696
See also note 2.3 for general revenue accounting principles.
Note 5. Other income
(NOK 000's) 2024 2023 Other income 412 2 973
Other income for 2024 mainly relates to sundry services rendered to customers.
60
Note 6. Payroll expenses
2024 2023 (NOK 000's) Salaries 68 109 67 459 Payroll tax 12 509 11 294 Pension costs - defined contribution plans 5 507 4 981 Pension costs - defined benefit plan 214 396 Other payroll costs incl. bonuses 7 885 9 006 Total payroll and payroll related costs 94 224 93 135 Average number of FTE's 75 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:
2024 2023 (NOK 000's) Fair value of plan assets - - Present value of unfunded obligations 6 602 8 864 Liability in the balance sheet (including local tax) 6 602 8 864
The change in the accrual for the benefit plan for the CEO of Vistin Pharma, who retired 31.12.2023,
is mainly based on changes in assumptions for the estimated liability.
61
Note 7. Post-employment benefits (continued)
The movement in the defined benefit liability over the year is as follows:
(NOK 000's) 2024 2023 At 1 January 8 864 13 199 Benefits paid -428 - Local tax -26 49 Interest expense/(income) 241 347 8 650 13 595
Remeasurements:
(Gain)/Loss from changes -2 049 -4 731 At 31 December 6 602 8 864 Net expense recognized in the Income Statement -214 396
The significant actuarial assumptions were as follows:
31.12.2024 31.12.2023 Discount rate 3,90 % 3,10 % Inflation 2,25 % 2,25 % Salary growth rate 4,00 % 3,50 % 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 CEO. The guarantee is covered by a pledge over the fixed assets.
62
Note 8. Other operating expenses
(NOK 000's) 2024 2023 Production costs 64 390 61 807 Sales & marketing costs 3 732 7 014 General & admin. expenses 12 863 13 784 Other operating expenses 80 985 82 605
Remuneration to the Auditors
(NOK 000's) 2024 2023 Statutory audit 682 635 Other attestation services - 200 Tax advisory services 148 174 Total remuneration to auditors 830 1 009
Note 9. Financial items
(NOK 000's) 2024 2023 Interest income from bank deposits, money-market funds etc. 507 220 Other financial income 175 105 Net foreign exchange gain 9 033 20 516 Total finance income 9 715 20 841 Interest expenses 2 185 2 098 Interest expenses leasing 153 168 Other financial expenses 138 216 Net foreign exchange loss 12 080 28 437 Total finance costs 14 557 30 920 Net finance -4 843 -10 079
63
Note 10. Tax
Income tax calculation: (NOK 000's) 2024 2023 Profit/(loss) before taxes 80 453 58 518 Permanent differences 21 221 Basis for income tax80 47458 739Changes in temporary differences -3 025 141 Basis for income tax for the year77 44958 880Tax losses carried forward -77 449 -58 880 Taxable income 0 0 Tax effect on permanent differences recognized to equity -451 -1 041 Prior year adjustments -17 704 -12 923 Change in deferred tax expense -18 155 -12 923 Reconciliation of income tax(NOK 000's)2024 2023 80 453 58 518Profit before tax Tax assessed at the expected tax rate (22%) 17 700 12 874 Tax effect permanent differences, profit & loss 5 49 Income tax expense reported in comprehensive income17 70412 923Recognized deferred tax assets & liabilities (NOK 000's)20242023 62 701 56 306Fixed assets Current assets 5 120 6 411 Pension liabilities -6 600 -8 862 Derivatives 1 229 3 552 Loss assets 30 - Tax losses carried forward (1) -46 493 -123 942 Net income tax reduction/increase15 988-66 536Net deferred tax asset/-liability-3 51714 638Tax rate applied 22 % 22 %
64
Note 10. Tax (continued)
The Group is experiencing strong demand for its Metformin product and is doubling its production
capacity to meet demand from both existing and potential new customers. Driven by the expected
market growth and the financial forecasts for the Group, the deferred tax has since 2020 been
included as a carrying value in the balance sheet. By year end 2024 the deferred tax asset has been
fully utilized.
(1) Mainly related to realized loss for closing the oil derivative contracts in Vistin Trading in 2020.
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 share data used in the basic EPS computations:
(NOK 000's) 2024 2023 Profit attributable to owners of the company 62 753 45 596 Total 62 753 45 596 Weighted average number of ordinary shares (in thousands) 44 345 44 345 Basic and dilutive earnings per share (NOK) 1,42 1,03
65
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 2023 42 741 10 236 210 631 9 294 272 904 Additions 2 357 - 15 543 - 17 900 Reclassified -366 7 678 -7 376 - -64 At 31 December 2023 44 733 17 914 218 798 9 294 290 740 Additions 4 906 - 24 374 - 29 280 Disposals - - -724 -1 926 -2 650 Reclassifications -449 21 179 -23 001 -3 064 -5 334 At 31 December 2024 49 190 39 093 219 447 4 305 312 036
Depreciation and impairment At 1 January 2023 -9 836 - -39 053 -4 584 -53 473 Depreciation charge for the year -2 284 - -14 013 -1 051 -17 348 Reclassified depreciations -296 - 360 64 At 31 December 2023 -12 416 - -52 706 -5 635 -70 755 Depreciation charge for the year -2 902 - -14 808 -1 059 -18 769 Disposals - - 2 475 4 747 7 222 Reclassifications 211 - -344 -133 At 31 December 2024 -15 107 - -65 383 -1 947 -82 435 Net book value At 31 December 2024 34 083 39 093 154 064 2 358 229 603 At 31 December 2023 32 317 17 914 166 092 3 659 219 984 Useful life 20-25 years 3-10 years 3 years
66
Note 13. Financial assets and liabilities
Vistin acquired in Q1 2024 a share of 15% in CF Pharma at a transaction price cap of MEUR 1.6,
which consists of a base price and an earn-out- element. 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 31.1.2.2024. 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 2024: 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 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) 3 1 230 - 1 230 1 230 Cash at bank 3 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
67
Note 13. Financial assets and liabilities (continued)
31 December 2023: 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 - 47 023 - 47 023 47 023 Other receivables 3 - 15 376 - 15 376 15 376 Cash at bank 3 - 26 204 - 26 204 26 204 Total - 88 603 - 88 603 88 603 Financial liabilities Trade payables 3 - 18 916 18 916 18 916 Other payables 3 - 50 558 50 558 50 558 Total - 69 473 69 473 69 473
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 2024, 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.
68
Note 14. Financial risk management (continued)
Year ended 31.12 2024 2023 Trade receivables (NOK 000's) 44 279 47 023 Number of customers 19 16 Top 5 customers as a % of total trade receivables 83 % 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. 2024 2023 Year ended 31.12 (Currency 000's) EUR USD EUR USD Trade Receivables 3 116 654 3 429 832 Bank accounts 123 75 38 203 Trade Payables -135 -76 -132 -406 Net assets in EUR / USD 3 104 654 3 336 629 Currency rates 31.12 11,80 10,17 11,24 10,17 Net assets/liabilities in NOK 36 610 6 650 37 493 6 400
Assuming foreign currency to be reduced/increased by 5% Foreign currency (reduction)/increase -5 % -5 % -5 % -5 % Foreign currency rate 11,21 11,35 10,68 9,66 Net assets in NOK 34 779 7 422 35 618 6 080 Potential gain/(loss) NOK -1 830 772 -1 875 -320
No potential effect on OCI
69
Note 14. Financial risk management (continued)
(000's) Number of Amount Total value Average Rate Unrealized Hedging contracts: per month of contracts rate on 31.12.2024 gain/loss contracts31.12.2024 (EUR) (EUR) contracts (NOK) EURNOK 2025 12 1 000 12 000 11.96 11.79 900 2026 6 800 4 800 12.15 11.79 330 Total 18 1 800 16 800 11.99 11.79 1 230
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 monthly cash flow forecasts. The
Group had cash and cash equivalents of MNOK 12.8 at 31 December 2024 (2023: MNOK 26.2) 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 31.12.2024 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 Year ended 31.12.2023 Less than 3 - 12 (NOK 000's) 3 months months 1 - 5 years > 5 years Total Trade Payables 18 916 - - - 18 916 Other Payables 50 558 - - 50 558 Total 69 473 - - - 69 473
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. It is expected that the annual CAPEX will be lower
going forward as the final payments for the MEP project were completed in 2023. Working capital
requirements are also expected to stabilize going forward. 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.
70
Note 15. Inventories
(NOK 000's) 2024 2023 Raw materials in transit (incl. inventory at 3rd party warehouse) 22 647 22 683 Raw materials 20 482 27 159 Produced finished goods (incl. WIP) 33 504 30 329 Provision for obsolescence - - Total inventories 76 665 80 171 Cost of materials 149 969 176 644
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 receivables2024 2023 (NOK 000's) Trade receivables 44 279 47 023 Total trade receivables (net) 44 279 47 023
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 2024 44 279 38 249 6 111 81 0 0 2023 47 023 45 300 1 339 384 0 0
See Note 14 on credit risk of trade receivables, which explains how the Company manages credit risk.
71
Note 16. Trade receivables and other receivables (continued)
Other receivables
(NOK 000's) 2024 2023 Prepayments 1 752 2 812 Other 7 698 12 564 Total other receivables 9 449 15 376
Note 17. Cash and cash equivalents
(NOK 000's) 2024 2023 Cash at banks 12 794 26 204 Cash and cash equivalents 12 794 26 204
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 2023 44 345 44 345 At 31 December 2023 44 345 44 345 At 1 January 2024 44 345 44 345 At 31 December 2024 44 345 44 345
Each share has a par value of NOK 1 per share.
72
Note 18. Issued shares and share capital (continued)
20 largest shareholders as registered 31 December 2024:
Total no of Ownership Name Note shares share INTERTRADE SHIPPING AS* 1 12 575 000 28,36 % HOLMEN SPESIALFOND 4 200 379 9,47 % PACTUM VEKST AS* 2 2 991 773 6,75 % MP PENSJON PK 1 719 848 3,88 % FERNCLIFF LISTED DAI AS* 3 1 234 280 2,78 % STORKLEIVEN AS 751 000 1,69 % AUGUST RINGVOLD AGENTUR AS 750 315 1,69 % LUCELLUM AS 720 000 1,62 % HENRIK MIDTTUN HAAVIE 706 253 1,59 % SAGA PURE ASA* 3 700 000 1,58 % TIGERSTADEN AS 540 170 1,22 % IVAR LØGES STIFTELSE 540 000 1,22 % SURFSIDE HOLDING AS 527 960 1,19 % TOM RAGNAR PRESTEGÅRD STAAVI 519 324 1,17 % CORTEX AS 508 989 1,15 % SANDEN EQUITY AS 500 000 1,13 % DNB BANK ASA 498 506 1,12 % DELTA AS 410 000 0,92 % GINKO AS 400 000 0,90 % WEM INVEST AS 395 000 0,89 % Other shareholders 13 155 795 29,67 % Total number of shareholders 44 344 592 100,00 %
73
Note 18. Issued shares and share capital (continued)
Shares owned by the Board of Directors and management as of 31 December 2024:
Intertrade shipping AS (1) 12 575 000 Pactum Vekst AS (2) 2 991 379 Ferncliff Listed DAI AS (3) 1 234 280 Saga Pure ASA (3) 700 000 Øystein Stray Spetalen (3) 323 650 Kjell-Erik Nordby (4) 140 000 Vegard Heggem (5) 77 360 Magnus Tolleshaug (6) 75 000 Alexander Karlsen (7) 50 000 Hilde Hagen (8) 40 000
1. Chairman of the Board of Directors
2. CEO of Pactum Vekst AS: is a member of the
Board of Directors
3. Controlled by board member Øystein Stray
Spetalen
4. Observer of the Board of Directors
5. Chief Operating Officer
6. Chief Executive Officer
7. Chief Finance Officer
8. VP Quality
Note 19. Share-based payments
The annual general meeting in May 2024 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.
74
Note 20. Other payables
(NOK 000's) 2024 2023 Withholding tax 3 071 3 203 Social security taxes 2 044 2 013 Allowance for holiday pay 7 757 8 925 Accrued expenses 6 017 5 655 Other liabilities 32 026 30 761 Total other payables 50 914 50 558
Note 21. Borrowings
The Group had no interest-bearing debt as of 31 December 2024. 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 2024 (NOK 000's) Property rental 2 184 Cars & trucks 392 Production equipment 0 Other office equipment 122 Future minimum lease payments 2 698
75
Maturity profile of lease 12-24 24-36 commitments (NOK 000's) <12 months months months >48 months Property rental 930 878 376 Cars & trucks 87 87 87 131 Production equipment Other office equipment 51 51 21 Future minimum lease payments 1068 1016 484 131
Details for right of use assets and leasing liabilities:
Leasing liabilities Right of use assets Opening balance at 1 Jan 20231 614 1 389 Depreciation -1 051 2 244- Interest expense - 168 Additions 461 - Repayment of lease liabilities - -904 Value at year end 2023 4 121 3 290 Opening balance at 1 Jan 2024 4 121 3 290 Depreciation 165 Interest expense 153 Additions - - Write down -1 926 - Repayment of lease liabilities - -1 199 Value at year end 20242 360 2 244 Of which are: Other current lease liabilities (2024) 918 Other non-current lease liabilities (2024) 1 326
There are no residual guaranties or right of termination that have significant effect on any of the lease
agreements.
76
Note 23. Board of Directors and Executive Management compensation
Board of Directors remuneration
2024 2023 (NOK 000's) Board fees Other* Board fees Other* Øyvin A. Brøymer Chairman** 460 25 420 21 Bettina Banoun 240 25 210 21 Øystein Stray Spetalen 240 - 210 - Espen Marcussen** 240 - 210 - Kari Krogstad** 240 - 210 - Espen Lia Gregoriussen 240 - 210 - Åse Musum 240 - 210 - Kjell-Erik Nordby (observer) 240 - - - Total 2 140 50 1 680 42 *Both Bettina Banoun and Øyvin A. Brøymer received NOK 25 000 and 21 000 in 2024 and 2023 as members of the Remuneration Committee. Executive Management remuneration 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, CCO 1 980 546 178 169 2 872 81% / 19% Total Executive Management 8 220 2 144 697 793 11 854 - *Bonus paid is related to bonus earned for 2023 and paid out in 2024 **Mainly fixed monthly car allowance and fringe benefits
77
2023 Proportion Base Bonus of fixed and (NOK 000's) salary paid* Pension Other** Total variable Kjell Erik Nordby, CEO 2 790 - 509 266 3 565 100% / 0% Alexander Karlsen, CFO 1 877 60 164 240 2 341 97% / 3% Hilde Merethe Hagen, VP Quality 1 538 49 165 169 1 921 97% / 3% Magnus Tolleshaug, CCO 1 812 58 162 206 2 238 97% / 3% Vegard Heggem, CCO 1 789 58 168 162 2 176 97% / 3% Total Executive Management 9 805 225 1 168 1 043 12 241 - *Bonus paid is related to bonus earned for 2022 and paid out in 2023
**Mainly fixed monthly car allowance and fringe benefits
Magnus Tolleshaug was appointed CEO from 1
st
January 2024, following Kjell-Erik Nordby who
retired 31.12.2023. Mr. Tolleshaug has a 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.
78
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 2024 interest 2023 2024 2023 Vistin Pharma AS Norway Pharmaceutical 100 % 100 % 100 % 100 % products
The financial figures of Vistin Pharma AS has 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 2024, that currently
affects the financial situation or the company’s operational activities.
The Board of Directors will propose for the AGM an ordinary dividend of total NOK 1.25 per share, to
be paid in June.
79
Vistin Pharma ASA
- financial statements
and notes
80
Statement of
Comprehensive Income
For the year ended 31 December
(NOK 000's)
Note
2024
2023
Other income
-
-
Payroll and payroll related costs
3
3 697
2 147
Other operating costs
4
2 355
4 831
Operating profit/(loss)
-6 052
-6 978
Finance income
5
1 538
3 247
Finance costs
5
6
95
Profit/(loss) before tax
-4 520
-3 826
Income tax expense
6
-994
-842
Profit/(loss) for the year
-3 526
-2 984
Total comprehensive income
-3 526
-2 984
81
Statement of
Financial Position
As at 31 December
(NOK 000's)
Note
2024
2023
Assets
Non-current assets
Investment in subsidiaries
7
48 825
48 825
Group interest-bearing receivables
7
2 933
62 183
Deferred tax assets
6
3 099
2 105
Total non-current assets
54 856
113 113
Current assets
Intercompany receivables
7
125 674
151 155
Other receivables
132
127
Cash and cash equivalents
9
5 926
1 849
Total current assets
131 731
153 131
Total assets
186 588
266 244
82
Equity and liabilities
Equity
Share capital
10
44 345
44 345
Share premium
129 298
206 885
Retained earnings
10 392
13 918
Total equity
184 035
265 147
Non-current liabilities
-
-
Current liabilities
Accounts payables
244
2
Other current liabilities
2 310
1 094
Total current liabilities
2 554
1 096
Total liabilities
2 554
1 096
Total equity and liabilities
186 588
266 244
Oslo, 24 April 2025
Øyvin A. Brøymer
Chairman
Espen Marcussen
Board member
Åse Musum
Board member
Bettina Banoun
Board member
Øystein Stray Spetalen
Board member
Kari Krogstad
Board member
Espen Lia Gregoriussen
Board member
Magnus Tolleshaug
CEO
The annual report is signed electronically.
83
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 01.01.2023
44 345
206 885
16 902
268 131
Profit (loss) for the year
-2 984
Total comprehensive income
-2 984
-2 984
Dividend
Equity as at 31.12.2023
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
10 392
184 034
84
Statement of Cash flows
For the year ended 31 December
(NOK 000's)
Note
2024
2023
Cash flow from operating activities
Profit before income tax
-4 520
-3 826
Adjustments to reconcile profit before tax to net cash flow:
Net interest (income)/expense
5
3 158
3 158
Income tax paid
-
-
Changes in working capital:
Changes in trade receivables and trade payables
241
-39
Changes in other payables, receivables, accruals
-23 534
5 327
Net cash flow from operating activities
-22 414
4 620
Cash flow from investing activities
Loan subsidiary
7
59 251
-4 159
Net cash flow from investing activities
59 251
-4 159
Cash flow from financing activities
Dividend paid
-77 587
-
Net cash flow from financing activities
-77 587
-
Net change in cash and cash equivalents
4 078
461
Cash and cash equivalents beginning period
1 849
1 388
Cash and cash equivalents end period
9
5 926
1 849
85
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 24 April 2025.
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.
86
Note 3. Payroll and payroll related expenses
(NOK 000's)
2024
2023
Other payroll costs
3 697
2 147
Total payroll and payroll related costs
3 697
2 147
Average number of man-years
:
-
-
The Company had no employees as at 31 December 2024 (2023: 0). Other payroll costs relate to
board fees.
Note 4. Other operating expenses
(NOK 000's)
2024
2023
External fees
617
728
Other operating expenses
1 737
4 103
Other operating expenses
2 355
4 831
Remuneration to the Auditors
(NOK 000's)
2024
2023
Statutory audit
434
315
Other assurance services
184
348
All fees are exclusive of VAT.
Note 5. Financial items
(NOK 000's)
2024
2023
Interest income from bank deposits and money market funds
319
89
Interest income from Group companies
1 219
3 158
Total finance income
1 538
3 247
Other interest expenses
6
95
Total finance costs
6
95
Net finance
1 532
3 152
87
Note 6. Tax
(NOK 000's)
2024
2023
Profit before taxes
-4 520
-3 826
Permanent differences
-
-
Changes in temporary differences
-
-
Permanent differences recognized to equity
-
-
Basis for income tax
-4 520
-3 826
Income tax payable
-
-
Tax effect of change in net deferred income tax liability/asset
-994
-842
Tax effect permanent differences recognized to equity
-
-
Tax effect tax rate reduction
-
-
Income tax expense
-994
-842
Reconciliation of income tax
(NOK 000's)
2024
2023
Tax assessed at the expected tax rate
994
-842
Tax effect permanent differences, profit & loss
-
-
Income tax
994
-842
Temporary differences
(NOK 000's)
2024
2023
Losses carried forward
-14 087
-9 567
Net income tax reduction temporary differences
-14 087
-9 567
Net deferred tax asset
3 099
2 105
88
Note 7. Investments in group companies
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
2023
(NOK
000's)
Registered
office
Share
capital
Ownership
interest
2023
Voting
rights
2023
Carrying
amount
Result
2023
Equity 2023
Vistin
Pharma AS
Oslo,
Norway
NOK
100 %
100 %
48 825
48 579
106 448
Transactions between related parties
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
contri-
bution
receivable
Group
contribution
payable
Vistin Pharma AS
2 933
-
1 219
-
-
-
2023
(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
62 183
151 155
3 158
-
-
-
The loan to Vistin Pharma AS carries an annual interest rate of 3 months NIBOR + 1.25%, to be paid
quarterly in arrears.
89
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 2024
(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
-
2 933
-
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
90
As of 31 December 2023
(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
-
62 183
-
62 183
62 183
Intercompany receivables
3
-
151 155
-
151 155
151 155
Other receivables
3
-
127
-
127
127
Cash and cash deposits
3
-
1 849
-
1 849
1 849
Total
-
215 315
-
215 315
215 315
Financial liabilities
Intercompany payables
3
-
-
-
-
-
Trade payables
3
-
-
2
2
2
Other payables
3
-
-
1 094
1 094
1 094
Total
-
-
1 096
1 096
1 096
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)
2024
2023
Cash at banks
5 926
1 849
Cash at banks earns interest at floating rates based on daily bank deposit rates. All bank accounts
are nominated in NOK.
91
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 2023
44 345
44 345
At 31 December 2023
44 345
44 345
At 1 January 2024
44 345
44 345
At 31 December 2024
44 345
44 345
Each share has a par value of NOK 1 per share.
92
Note 10. Issued shares and share capital (continued)
20 largest shareholders as registered as of 31 December 2024:
Name
Note
Total no of
shares
Ownership
share
INTERTRADE SHIPPING AS*
1
12 575 000
28,36 %
HOLMEN SPESIALFOND
4 200 379
7,94 %
PACTUM VEKST AS*
2
2 991 773
7,94 %
MP PENSJON PK
1 719 848
3,88 %
FERNCLIFF LISTED DAI AS*
3
1 234 280
1,77 %
STORKLEIVEN AS
751 000
1,69 %
AUGUST RINGVOLD AGENTUR AS
750 315
1,69 %
LUCELLUM AS
720 000
1,50 %
HENRIK MIDTTUN HAAVIE
706 253
1,45 %
SAGA PURE ASA*
3
700 000
1,40 %
TIGERSTADEN AS
540 170
1,26 %
IVAR LØGES STIFTELSE
540 000
1,16 %
SURFSIDE HOLDING AS
527 960
1,15 %
TOM RAGNAR PRESTEGÅRD STAAVI
519 324
1,14 %
CORTEX AS
508 989
1,13 %
SANDEN EQUITY AS
500 000
1,06 %
DNB BANK ASA
498 506
1,03 %
DELTA AS
410 000
0,90 %
GINKO AS
400 000
0,78 %
WEM INVEST AS
395 000
0,73 %
Other shareholders
13 155 795
31,95 %
Total number of shareholders
44 344 592
100,0 %
93
Note 18. Issued shares and share capital (continued)
Shares owned by the Board of Directors and management as of 31 December 2024:
Intertrade shipping AS (1)
12 575 000
Pactum Vekst AS (2)
2 991 379
Ferncliff Listed DAI AS (3)
1 234 280
Saga Pure ASA (3)
700 000
Øystein Stray Spetalen (3)
323 650
Kjell-Erik Nordby (4)
140 000
Vegard Heggem (5)
77 360
Magnus Tolleshaug (6)
75 000
Alexander Karlsen (7)
50 000
Hilde Hagen (8)
40 000
1. Chairman of the Board of Directors
2. CEO of Pactum Vekst AS: is a member of
the Board of Directors
3. Controlled by board member Øystein Stray
Spetalen
4. Observer of the Board of Directors
5. Chief Operating Officer
6. Chief Executive Officer
7. Chief Finance Officer
8. VP Quality
Note 11. Events after the reporting period
There have not been events subsequent to the closing date of 31 December 2024, that currently
affects the financial situation or the company’s operational activities.
The Board of Directors will propose for the AGM an ordinary dividend of total NOK 1.25 per share, to
be paid in June.
94
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.
95
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 5.5% 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 2024 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 (2024)
The management remuneration policy in the preceding financial year has been conducted in
accordance with the prevailing principles for 2024, with the exception of any items noted above.
96
Vistin Pharma ASA
Østensjøveien 27
NO-0661 Oslo
Norway
Tel: +47 35 98 42 00
E-mail: [email protected]om
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 consolidated statement of financial
position as at 31 December 2024 and statement of comprehensive income 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 2024, 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 give a true and fair view of the financial position of the Company as at 31
December 2024 and its financial performance and cash flows for the year then ended in
accordance with simplified application of international accounting standards according to section
3-9 of the Norwegian Accounting Act, and
• the consolidated financial statements give a true and fair view of the financial position of the
Group as at 31 December 2024 and its financial performance and cash flows for the year then
ended in accordance with IFRS Accounting Standards as adopted by the EU.
Our opinion is consistent with our additional report to the audit committee.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of
the financial statements section of our report. We are independent of the Company and the Group 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), 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 10 years from the election by the general meeting of the
shareholders in 2015 for the accounting year 2015.
2
Independent auditor's report - Vistin Pharma ASA 2024
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 2024. These matters were addressed in the context of our audit of the
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
Recognition and measurement of inventories
Basis for the key audit matter
As at 31 December 2024 inventories amounted
to NOK 76 665 million, 19.9% 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.
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 2024
A member firm of Ernst & Young Global Limited
Responsibilities of management for the financial statements
Management is responsible for the preparation of the financial statements of the Company that give a
true and fair view in accordance with simplified application of international accounting standards
according to section 3-9 of the Norwegian Accounting Act, 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
Independent auditor's report - Vistin Pharma ASA 2024
A member firm of Ernst & Young Global Limited
statements. We are responsible for the direction, supervision and performance of the group audit.
We remain solely responsible for our audit opinion.
We communicate with the board of directors regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control
that we identify during our audit.
We also provide the audit committee with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the board of directors, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are therefore the key
audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public
disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should
not be communicated in our report because the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such communication.
Report on other legal and regulatory 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-2024-12-31-0-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
5
Independent auditor's report - Vistin Pharma ASA 2024
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, 25 April 2025
ERNST & YOUNG AS
The auditor's report is signed electronically
Kristian Dalby
State Authorised Public Accountant (Norway)
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