2
Directors’ report
for 2022
Operating performance
During 2022, Vistin Pharma ASA and its
subsidiary (“Vistin Pharma” or the “Company”)
had one business segment: pharmaceuticals.
Vistin Pharma is a major player and a well-
recognized global supplier of metformin, the
gold standard 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 > 750 million
in approx. 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
45.000MT today to 60.000MT annually in the
coming 20 years
Vistin Pharma´s ambition is to strengthen its
position as one of the leading suppliers in the
metformin market. The objectives are to grow
with our customers and take advantage of the
expected future market growth.
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.
The Covid-19 situation has been an «eye
opener» to both authorities and the industry
leaders to focus on lower risk supply chains
and «short travelled medicines». Vistin is
strategically well positioned to benefit from the
expected increase in local supply demands
following the pandemic.
Metformin capacity expansion
project (MEP)
Vistin announced in April 2020 that the Board of
Directors had approved a Metformin Capacity
Expansion Project (MEP). The objective has
been to build a 2nd parallel production line and
establish a total capacity of approximately
7000MT metformin HCl annually, to take
advantage of the future growing need for
metformin to treat diabetes II patients and to
supply existing and future customers increasing
product demands. The turn-key contract with
3044
3460
3630
3639
0
1000
2000
3000
4000
2019 2020 2021 2022
Production volume in metric tons
3
the engineering company for the project was
settled in December 2022. The total project cost
ended at MNOK <90, well below the MNOK 100
budget. The new line was installed in Q1-2022
and the plant was closed for approx. eight
weeks. However, Vistin reached production of
close to 3 700 MT(metric tons) of metformin HCl
and by year end the installed yearly capacity in
the plant is approx. 5 500MT.
Strategy
Vistin has positioned itself as a premium
supplier in the highly competitive metformin
market. To further strengthen the position,
Vistin is committed to invest in process and
product quality development and implement
Best Available Techniques (BAT) in its
production environment. Vistin has a separate
department consisting of four highly competent
individuals that is dedicated to work with
process improvements.
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 2022 Vistin has invested MNOK >10 in a
cooling system to condense hydrocarbons. This
is expected to reduce the emission of
greenhouse gases with more than 98%,
resulting in a reduction of the total emission to
air with more than 90%.
The high energy prices throughout 2022,
caused by the ongoing war in Ukraine, has
been very challenging for not only Vistin but for
Europe in general. In December Vistin entered
into a long-term renewable energy supply
agreement with Statkraft, the largest European
supplier of re-useable energy, that will secure a
significant part of Vistin’s electricity demand on
competitive terms from 1st of January 2023 and
until 2032.
High demand
The demand in the market for metformin is still
high and is not affected by the Ukraine situation
or the corona epidemic. The raw material prices
have increased in 2022 following the Covid-19
pandemic. However, the delivery situation of
raw materials, especially from China, has
improved during 2022. Vistin has still invested
in building security stocks of its key raw
materials to avoid temporary raw material
shortages. Vistin has been able to increase its
average sales prices during the year to
compensate for the current increased raw
material prices.
Presentation of financial results
for the group
Total revenue and other income for Vistin
Pharma in 2022 amounted to MNOK 304.9
(MNOK 278.6). The revenue for both 2022 and
2021 relate exclusively to sales of metformin.
The EBITDA for 2022 was MNOK 6.2 million
(MNOK 43.9). Vistin had a net loss of MNOK
4.7 million (net profit MNOK 24.9). The net loss
for 2022 was driven by a planned production
stop in Q1 due to installation of a new
production line and record high electricity prices
due to the war in Ukraine.
228
254
279
305
0
50
100
150
200
250
300
350
2019 2020 2021 2022
Revenues & other income
4
Liquidity, financial position and
investments
2022 net cash flow from operating activities was
negative with MNOK 10.5. Net cash flow from
operating activities in the same period 2021
was MNOK 13.7.
Net cash flow from investing activities in 2022
was negative with MNOK 64.3 compared to
negative with MNOK 31.7 for Q4’21. Both
represents capital expenditures (~70% MEP).
Net cash flow from financing activities in 2022
was positive with MNOK 40.5. Net cash flow
from financing activities in the same period last
year was negative MNOK 23.3, driven by
dividend payment of MNOK ~22.
Net decrease in cash and cash equivalents in
2022 amounted to MNOK 34.3. In the same
period last year, there was a net decrease in
cash and cash equivalents of MNOK 41.3. Cash
flow in 2022 is affected by the production stop
in Q1 due to the planned MEP installation, as
well as CAPEX and increased working capital
requirements due to the MEP volume ramp-up.
Operational cash flow is expected to improve
going forward.
The Board of Directors has proposed to get a
power of attorney from AGM in May to pay up to
NOK 0.75 per share in dividend. The power of
attorney should be valid until the 2024 AGM.
At 31 December 2022, total assets amounted to
MNOK 407.2, incl. cash and cash equivalents of
MNOK 1.4. The company had interest-bearing
debt of MNOK 45.1, with net debt of MNOK
43.7 as of end December 2022.
Equity by the end of December was MNOK
273.3 This equals an equity ratio of 67%.
The Financial Statements of Vistin Pharma ASA
have been prepared in accordance with the
International Financial Reporting Standards
(IFRS) as adopted by the EU and are valid on
or after 1 January 2018.
In accordance with the Norwegian accounting
act § 3-3a, the Board of Directors confirm that
the Financial Statements have been prepared
under the assumption of going concern and that
this assumption is valid based on the
Company’s budgets and financial projections.
Events after the balance sheet date
There have not been events subsequent to the
closing date of 31 December 2022, that affects
the financials or the Company’s operational
activities.
Organizational matters
Organization
At the end of 2022, the Company had 79
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) and Åse Musum (employee
representative).
5
6
Sustainability
report
Corporate social responsibility,
the environment and employees
Vistin Pharma aspires to achieve sustainable
development by having a good balance
between financial results, value creation,
sustainability, and CSR. The Board of Directors
have the overall responsibility for aligning
Vistin’s strategy and sustainability
considerations, while the day-to-day
responsibility lies with the CEO, supported by
the Leadership Team. The statement of
corporate social responsibility required under
Section 3-3c of the Norwegian Accounting Act
follows below.
Corporate social responsibility
Vistin Pharma is committed to conduct its
business in a manner that adheres to the
highest industry standards within the
pharmaceutical industry, and strictly in
accordance with international and local laws
and regulations. Vistin Pharma is a socially
responsible company dedicated to promoting
decent working and environmental conditions in
the supply chains. Vistin Pharma has adopted
the general principles of UN Global Compact
with universally accepted principles for human
rights, working conditions, environment, and
anti-corruption. In pursuit of this the Company
has developed a ‘NO HARM VISION’ consisting
of:
•
A vision to have no negative
impact on environment, people,
and local community by the
Company’s presence
•
A «green» and environmentally
friendly pharmaceutical company
with a “no harm” vision and
“front runner” ambition
•
A goal to increase manufacturing
capacity without increased
environmental impact on water,
air, and soil
7
ESG achievements and initiatives
Vistin Pharma has during the last years
invested in, completed, and implemented
several projects that significantly reduce the
environmental footprint. Building on this
success, Vistin Pharma has several ESG
initiatives ongoing:
•
Vistin continues to use only hydro
powered energy to minimize carbon
footprint
•
Vistin is completing a project in 2023 with
aim to reduce the water consumption in
the plant by >80% through recycling, incl.
reusing the hot water for heating of plant.
•
Vistin is working on a technology project
where distillation will be fractionated into
components that can be used as raw
materials for other companies.
•
Vistin has, since 2017, been part of a
national program for surveillance of
industrial impact on fjords and effluents.
Surveillance program and ecotoxicology
test confirm that Vistin do not impact the
effluent negatively.
•
Vistin has invested MNOK >10 in a
cooling system to condense
hydrocarbons. This will reduce the
emission with more than 98%, resulting in
a reduction of the total emission to air with
more than 90 % compared to historical
levels.
The Company’s manufacturing plant is located
in Kragerø, Stuttlidalen 4, Sannidal, Norway,
and its head office is located at Østensjøveien
27,Oslo, Norway.
Vistin Pharma has dedicated
considerable resources to identify, analyze,
control and reduce the emission levels at its
manufacturing plant. Vistin Pharma has
established a
system in which all process water
is being collected and analyzed, and only
discharged if the water quality is within
approved levels. The system has been fully
operational during 2022.
Vistin has a strict surveillance regime when it
comes to emission from the plant and is on a
quarterly basis reporting status to the
environmental department
(‘Miljødepartementet’). As mentioned Vistin has
several high impact projects ongoing to reduce
the environmental footprint.
Vistin only use well know international freight
providers for both inbound and outbound
transportation. The freight suppliers also need
to be an approved supplier according to the
Company’s internal guidelines which is based
on GDP (Good Distribution Practice). Vistin
Pharma expects its suppliers and business
partners to make efforts to ensure compliance
to the above principles and national laws and
regulations, and to ensure similar compliance
by their sub-suppliers.
Vistin Pharma does not accept violation of laws
against corruption, bribery and fraud. Suppliers
and business partners shall under no
circumstance be involved in business practice
which hinders free competition. Suppliers and
business partners shall not offer Vistin Pharma
employee’s gifts or favorable conditions. Vistin
Pharma seeks to form long term relationship
with business partners, who share the values
and focus on promoting decent working and
environmental conditions in the supply chain.
Vistin Pharma’s Code of Conduct is built on
Vistin Pharma’s values and provides a
framework for what the Company considers
responsible conduct. The document has been
approved by the Board of Directors, and applies
to all employees, as well as to board members
of Vistin Pharma, and can be found at
www.vistin.com.
8
9
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 races.
The Company had 79 employees at year-end
2022, of which 22 are female. Two employees
were part-time workers according to their own
decision. All employees are offered equal
opportunities with regards 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
2022 0% of Vistin’s female and 4 % of male
employees took parental leave. On average, the
length of the parental leave was 22 weeks.
The Executive Management group in 2022
consisted of five members, of which one
member is female. The Board of Directors
currently has three female members out of
seven. The Board does not consider it
necessary to take further measures to ensure
equal opportunities.
Vistin did in 2021 a complete salary survey to
compare female’s salary compared to their
male colleagues. Adjusted for age and number
of years’ experience the female’s salary is on a
similar level as their males.
Vistin has not registered any involuntarily
overtime or part-time work during 2022.
Approximately 60% of the leadership roles in
the mid-level is held by females.
Environment, Health and Safety
Vistin Pharma has established a formal code of
conduct, as well 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 support 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 its 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 AS, where the employees
are employed, QHSE (quality, health, safety
and environment) is an integral 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, and reported and reviewed monthly.
No work-related incidents or accidents were
registered in 2022 and Vistin has reported no
TRI, for the consecutive last five years.
10
The statistics of no TRI’s and only one LTI (lost
time injury) for the last three 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 2022 totaled 3.8% compared
to 4,8% in 2021, which is well below industry
average. In order to improve the working
environment, actions are taken to reduce static
load 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 required competence and
resources needed to ensure the right quality of
the products and services provided and to meet
customers’ needs. Individual training programs
are set up for each employee, either when
onboarding new workers or after individual
evaluations. The training is tailored to each role,
tasks and duties and includes tutoring and
participation at internal and external courses,
seminars and other relevant arrangements.
2022
2021
Number of
employees
79
74
Number of part-time
workers
2
2
Turnover (number
of employee's)
2
2
Sick leave
3,8 %
4,8 %
LTI (Injury
w/absence)
0
1
MTC (injury
w/medical
treatment)
0
1
Number of hours
worked since last
LTI
174 185
60 710
% Females
28 %
28 %
% Females in
management
positions
40 %
40 %
% Male parental
leave
4 %
0 %
% Female parental
leave
0
5 %
Reported whistle
blower incidents
0
0
Reported incidents
of other concerns
0
0
Number of
employee's GMP*
trained
79
74
*GMP (Good Manufacturing Process)
11
12
Vistin impact
on UN's 17
goals to
sustainability
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
0
1
2
3
4
5
6
7
8
9
10
0 1 2 3 4 5 6 7 8 9 10
IMPORTANCE TO VISTINS' STAKEHOLDERS
VISTIN'S INFLUENCE ON UN SUSTAINABILITY GOALS
13
Climate footprint
Metric
2019
2020
2021
2022
2023
Target
2030
Vision
Current
permits
VOC* to air [kg/kg API]
0,016
0,014
0,009
0,006
0,005
0,003
Water use
[m3/kg API
0,13
0,13
0,13
0,10
0,030
0,024
Butanol to water
[g/kg API]
0,03
0,03
0,03
0,03
≤0,025
≤0,015
0,09
Metformin to water
[g/kg API]
0,002
0,002
0,001
0,0001
≤0,001
≤0,0005
0,05
KOF to water
[g/kg API]
0,085
0,092
0,10
≤0,10
≤0,09
≤0,01
0,45
Lost time injuries
(LTI)@80FTE
0
0
9h
0
0
0
Sick leave [%]
4,7
5,3
4,8
3,8%
<5%
<4,5%
Production Volume
(Metric ton)
3100
3500
3600
3700
5000-
6000
7000
*VOC: Volatile organic compounds are gases that are emitted into the air from products or processes.
Concrete actions to meet emission target and vision:
2023:
• Continued optimalization of VOC equipment to further reduce emissions to air
• Installation and start-up of water recycling facility
2024:
• Fine tuning and optimization of already installed process equipment in production that create emission
• Feasibility study to reduce waste and re-use waste as energy source (heating)
2025-30:
• Installation of equipment to reduce waste and use as energy. Both for internal use and selling Vistin’s
waste fractions as raw materials to potential customers. Take a leading position on waste handling
and circular economy.
• Stoichiometry – optimize addition of raw materials when producing Metformin
• Reduce butanol consumption in production by upgrading and optimizing process equipment
Expected costs / investments to meet target and vision:
2023: Machines & Equipment MNOK 15. Internal resources (MNOK 3)
2024: Machines & Equipment MNOK 5. Internal resources (MNOK 3)
2025-30: Machines & Equipment MNOK 25. Internal resources (MNOK 15)
14
WHO:
Diabetes is a chronic,
metabolic disease
characterized by elevated
levels of blood glucose (or
blood sugar), which leads
over time to serious damage
to the heart, blood vessels,
eyes, kidneys and nerves.
The most common is type 2
diabetes, usually in adults,
which occurs when the body
becomes resistant to insulin
or doesn't make enough
insulin. In the past 3 decades
the prevalence of type 2
diabetes has risen
dramatically in countries of
all income levels. For people
living with diabetes, access
to affordable treatment is
critical to their survival
Source:
Diabetes (who.int)
Vistin:
Metformin is the 1st-line
treatment for type 2
diabetes and is expected
to continue to be so in the
foreseeable future, due to
the cost-efficient treatment
with limited side effects
and long-term safety
profile. Today Vistin
contributes to deliver
Metformin diabetes type 2
medication to more than
50 million patients every
day.
«
»
15
16
17
Product governance
Product quality and safety
Vistin produce Metformin Active
Pharmaceutical Ingredient (API) that improve
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. Vistin’s mission has been to
provide safe and efficacious medicine to
patients all over the world. Today Vistin
contributes to deliver diabetes type 2 medicine
to more than 50 million 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 GMP 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 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 requirements. The product and the
production plant are annually audited by
different national health organizations like,
NOMA, EMA, FDA, PDMA, 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 policy,
last updated in 2021, 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
and the product 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
considerations, like minimize number of flights.
Employees are further encouraged to reduce
consumption and waste generated from their
daily business activities. Vistin has established
routines for management of chemicals and
waste.
The company’s indirect environmental impact
is mainly through the purchase of needed key
starting materials from Europe, India and China
to be able to produce Metformin API. Some
key starting materials are produced in far east
and are transported to Europe and Norway by
long-sea. Vistin has a very low environmental
footprint compared to peers due to use of
18
100% 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 influence 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 code of conduct. Vistin aims to increase its
collaboration with freight forwarders and raw
material suppliers who shows 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 will
publish a separate report following a detailed
due diligence assessment of its raw-material
and service suppliers according to the
principles in the Transparency Act by end June
2023. The report will be available on
www.vistin.com. Vistin’s initial Company policy
for the Transparency Act is elaborated on the
next page.
19
20
21
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 2022.
Responsible selling practices
The company's products are sold either directly
to customers or through distributors in all
continents. A standardized sales process has
been established to ensure truthful and
responsible selling practices as well as
qualification 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 regularly
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 2022.
Climate changes and financial
impact on Vistin’s financials
Vistin consider 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
have 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 Gold Standard
treatment for Diabetes 2 in the foreseeable
future. Today, approx. 12% of global health
expenditure is spent on diabetes and the
disease is by WHO look 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 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.
22
Risk exposure and risk management
Vistin Pharma’s regular business activities
entail exposure to various types of risk.
The Company 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.
Financial risk
The financial risk of the company is principally
related to liquidity risk, credit and risk foreign
currency risk.
Company’s main strategy to manage liquidity
risk is to maintain a strong balance sheet. Vistin
has an equity ratio of 67%.Vistin had interest-
bearing debt of MNOK 45.1 as of end
December 2022. Net debt was MNOK 43.7.
Vistin has a revolving credit facility to handle the
planned liquidity effects from ongoing
expansion and investments. The Company’s
liquidity is considered solid.
Vistin has no major financial assets other than
cash and cash equivalents and trade
receivables. The trade receivables relate to
customers, the Company is tightly managing
these receivables. 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 the Company is exposed to
currency exchange fluctuations, as most sales
are in EUR, while raw-material purchases are
mainly denominated in USD. The Company
also have foreign currency denominated cash
deposits. The Company may enter currency
hedging contracts to reduce the foreign
exchange risk.
Further details on financial risk, including the
sensitivity analysis required by IFRS, can be
found in Note 15 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 2022.
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.
23
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 Company 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 19.40
per share at year end 2021, and to NOK 15.80
as of 31 December 2022
Outlook
Diabetes is one of the largest global health
crises of the 21st century, and the metformin
market is expected to continue to grow by 4-
6% annually, as it remains the gold-standard
treatment of type 2 diabetes. The majority of
Vistin Pharma’s key customers are
pharmaceutical companies that sell new and
innovative metformin products, and the
demand for the Company’s metformin will be
dependent on the market performance of these
products.
The demand in the market for Metformin is still
high and is currently not affected by the corona
epidemic or the situation in Ukraine. The
vulnerability for drug supplies during these
events has been an eye opener for the
authorities and companies, and the need for
short-travelled medicines will be high on the
agenda going forward. Vistin is strategically
well positioned to benefit from the expected
increase in local supplies going forward.
Vistin Pharma ASA (parent company)
“Company”), is a holding company, with
financial activities, but no operating activities.
The Company had a net negative profit of
MNOK 1.9 (negative MNOK 2.6) in 2022. Total
assets as of 31 December 2022 were MNOK
269.1 (MNOK 277.8), and the long-term
intercompany interest-bearing receivables were
MNOK 58 (MNOK 58) at year-end 2022. The
Company’s cash balance at year-end 2022 was
MNOK 1.4 (MNOK 22.5). Total shareholders’
equity at 31 December 2022 was MNOK 268.1
million (MNOK 270), and the equity ratio at 31
December 2022 was 97.2% (99.6%).
The Board of Directors has proposed to get a
power of attorney from AGM in May to pay up to
NOK 0.75 per share in dividend. The power of
attorney should be valid until the 2024 AGM.
Oslo, 26 April 2023
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
Kjell-Erik Nordby
CEO
Annual report is signed electronically.
24
Responsibility Statement
We confirm that, to the best of our knowledge, the Financial Statements 2022, which have been
prepared in accordance with IFRS as adopted by EU, gives a true and fair view of the Company’s
assets, liabilities, financial position and results of operations, and that the management report includes
a fair review of the information required under the Norwegian Securities Trading Act section 5-5.
Oslo, 26 April 2023
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
Kjell-Erik Nordby
CEO
Annual report is signed electronically.
25
Corporate
governance policy
and annual review
1. Implementation and reporting
of Corporate Governance
In accordance with the latest version of the
Norwegian Code of Practice for Corporate
Governance (the “Code of Practice), 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 2022 was NOK 273.3 million,
representing an equity ratio of 67%. 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
2022, 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 the
necessary financing, at the lowest possible
26
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
2023.
Vistin Pharma has also been given an
authorization to purchase its own shares, for a
number of shares limited to 10% of the total
issued shares of the Company. The authority
was given at the Annual General Meeting held in
May 2022 and is limited in time to the Annual
General Meeting in 2023.
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 has proposed to
get a power of attorney from AGM in May to pay
up to NOK 0.75 per share in dividend. The
power of attorney should be valid until the 2024
AGM.
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 2022.
Where the Board resolves to carry out an
increase in share capital on the basis of an
authority given to the Board, and waive 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. A shareholder
may require that documents, which shall be
considered at a General Meeting, are sent to
the shareholder.
27
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 a
confirmation in writing via mail or fax, or by
electronic registration directly through VPS.
The 2023 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 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 cannot 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
attendance 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.
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
28
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 2023)
Nils Erling Ødegaard, (member since 2017;
up for election in 2023)
Further information on the 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 five
shareholder elected members. In addition, two
members are elected by the employees of the
Company. 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 approx. 28.4% 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.
29
Name
Position in
the Board
Member
since
(year)
Up for
election
(year)
Committee
membership
Shareholding
in Vistin
Pharma*
Øyvin A. Brøymer
Chairman
2020
2024
Rem. Comm.
12 575 000 (1)
Bettina Banoun
Member
2018
2024
Rem. Comm.
-
Kari Krogstad
Member
2020
2024
-
Espen Marcussen
Member
2020
2024
3 519 733 (2)
Øystein Stray
Spetalen
Member
2015
2023
1,107,930 (3)
Espen Lia
Gregoriussen
Member
2017
2023
-
Åse Musum
Member
2015
2023
2,201
* At 31 December 2022
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 includes 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 2022, 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 the Company’s website.
Remuneration Committee
The Remuneration Committee, appointed by the
Board, makes proposals to the Board on the
employment terms and conditions and total
remuneration of the CEO, and other members of
Executive Management, as well as the details of
any bonus plan for the employees. These
proposals are also relevant for other
management entitled to variable salary
payments. The Board’s instructions to the
Remuneration Committee are available on the
Company’s website. The Remuneration
Committee currently consists of Øyvin A.
Brøymer (Chairman) and Bettina Banoun.
Audit Committee
The Company must have an Audit Committee
appointed by the Board, for practical purposes the
full Board constitutes the Audit Committee.
30
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, hereunder 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 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
2022 a resolution was passed approving the
following fees until the next Annual General
Meeting in 2023: Chairman NOK 400,000,
shareholder elected Board members and
employee elected board members NOK
200,000.
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 the 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 remuneration of the
CEO and other members of Executive
Management see Note 23 to the Consolidated
Financial Statements.
31
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. Take-overs
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 take-over
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.
The Auditor each year 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.
32
Vistin Pharma Group-
financial statements
and notes
33
Consolidated Statement of Comprehensive Income
For the year ended 31 December
(NOK 000's)
Note
2022
2021
Revenue
4
Other income
5
Total revenue and other income
Cost of materials
Payroll expenses
6
Depreciation, amortization and impairment
12
Other operating expenses
8
Operating profit (EBIT)
-6 095
Finance income
9
Finance costs
9
Profit/(loss) before tax
-6 008
Income tax expense
10
-7 129
Profit/(loss) for the period
-4 716
Other comprehensive income
Items not to be reclassified to profit or loss in subsequent periods:
Actuarial losses on defined benefit plan
7
Income tax effect
-722
-171
Total comprehensive income for the period
-2 505
Comprehensive income attributable to:
Equity holders of the parent company
-2 505
Earnings per share (NOK):
Basic, profit attributable to equity holders of the parent
11
-0.11
Diluted attributable to equity holders of the parent
11
-0.11
34
Consolidated Statement of Financial Position
As at 31 December
(NOK 000's)
Note
2022
2021
ASSETS
Non-current assets
Property, plant & equipment
12
Deferred tax assets
10
Total non-current assets
Current assets
Inventories
15
Trade receivables
16
Other receivables
16
Cash and cash equivalents
17
Total current assets
Total assets
EQUITY AND LIABILITIES
Equity
Share capital
18
Share premium
Retained earnings
Total equity
Non-current liabilities
Other non-current liabilities
22
Pension liabilities
7
Total non-current liabilities
Current liabilities
Trade payables
14
Short term debt
21
Other current liabilities
20/22
Total current liabilities
Total liabilities
Total equity and liabilities
35
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
Kjell-Erik Nordby
CEO
Annual report is signed electronically.
36
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 01.01.2021
-996
Dividend paid
-22 172
-22 172
Profit ( loss ) for the period
Other comprehensive income
Total comprehensive income
Equity as at 31.12.2021
18
Equity as at 01.01.2022
Dividend paid
Profit ( loss ) for the period
-4 716
-4 716
Other comprehensive income
Total comprehensive income
-2 505
-2 505
Equity as at 31.12.2022
18
37
Consolidated Statement of Cash flows
For the year ended 31 December
(NOK 000's)
Note
2022
2021
Cash flow from operating activities
Net profit/(loss) before income tax
-6 008
Net profit/(loss) before income tax
-6 008
Adjustments to reconcile profit before tax to net cash flow:
Income tax paid
Non-cash adjustment to reconcile profit before tax to cash
flow:
Depreciation, amortization and impairment
12
Changes in working capital:
Changes in trade receivables and trade payables
16/13
-20 811
-12 760
Changes in inventories
15
-40 540
-11 118
Changes in other accruals and prepayments
-5 045
Net cash flow from operating activities
-10 510
Cash flow from investing activities
Purchase of equipment
12
-64 290
-31 940
Interest received
Net cash flow from investing activities
-64 262
-31 675
Cash flow from financing activities
Repayment of lease liabilities
22
-2 589
-836
Dividend paid
-22 173
Short term debt
21
Interest paid
-2 092
-289
Cash flow from financing activities
-23 298
Net change in cash and cash equivalents
-34 312
-41 292
Cash and cash equivalents beginning period
Cash and cash equivalents end period
17
38
Notes to the Financial Statement
39
40
Note 2. Summary of significant accounting policies (continued)
41
Note 2. Summary of significant accounting policies (continued)
42
Note 2. Summary of significant accounting policies (continued)
43
Note 2. Summary of significant accounting policies (continued)
44
Note 2. Summary of significant accounting policies (continued)
45
Note 2. Summary of significant accounting policies (continued)
46
Note 2. Summary of significant accounting policies (continued)
47
Note 2. Summary of significant accounting policies (continued)
48
49
Note 3. Critical accounting estimates and judgements in terms
of accounting policies (continued)
50
51
Note 5. Other income (continued)
52
Note 7. Post-employment benefits (continued)
53
54
55
Note 10. Tax (continued)
56
57
58
59
Note 14. Financial risk management (continued)
60
Note 14. Financial risk management (continued)
61
62
63
64
65
66
67
68
Vistin Pharma ASA -
financial statements
and notes
Statement of Comprehensive Income
For the year ended 31 December
(NOK 000's)
Note
2022
2021
Other income
-
-
Total operating income
-
-
Payroll and payroll related costs
3
1 962
1 947
Other operating costs
4
2 232
2 751
Operating profit/(loss)
-4 193
-4 698
Finance income
5
1 835
1 423
Finance costs
5
15
4
Profit/(loss) before tax
-2 373
-3 279
Income tax expense
6
-522
-721
Profit/(loss) for the year
-1 851
-2 558
Total comprehensive income
-1 851
-2 558
69
Statement of Financial Position
As at 31 December
(NOK 000's)
Note
2022
2021
ASSETS
Non-current assets
Investment in subsidiaries
7
48 825
48 825
Group interest-bearing receivables
7
58 024
58 024
Deferred tax assets
6
1 263
741
Total non-current assets
108 112
107 590
Current assets
Intercompany receivables
7
159 537
147 666
Other receivables
47
33
Cash and cash equivalents
9
1 388
22 521
Total current assets
160 972
170 220
Total assets
269 084
277 811
EQUITY AND LIABILITIES
Equity
Share capital
10
44 345
44 345
Share premium
206 885
206 885
Retained earnings
16 902
18 753
Total equity
268 131
269 983
Non-current liabilities
Total non-current liabilities
-
-
Current liabilities
Accounts payables
42
1
Intercompany payables
7
-
6 939
Other current liabilities
911
889
Total current liabilities
953
7 828
Total liabilities
953
7 828
Total equity and liabilities
269 084
277 811
70
Oslo, 26 April 2023
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
Kjell-Erik Nordby
CEO
Annual report is signed electronically.
71
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 01.01.2021
44 345
229 057
21 311
294 713
Profit ( loss ) for the year
-2 558
Total comprehensive income
-2 558
-2 558
Dividend
-22 172
-22 172
Equity as at 31.12.2021
44 345
206 885
18 753
269 982
Profit ( loss ) for the year
-1 851
Total comprehensive income
-1 851
-1 851
Equity as at 31.12.2022
44 345
206 885
16 902
268 131
72
Statement of Cash flows
For the year ended 31 December
(NOK 000's)
Note
2022
2021
Cash flow from operating activities
Profit before income tax
-2 373
-3 279
Adjustments to reconcile profit before tax to net cash
flow:
Net interest (income)/expense
5
1 807
1 156
Income tax paid
-
-
Changes in working capital:
Changes in trade receivables and trade payables
41
1
Changes in other payables, receivables, accruals
-20 608
-928
Net cash flow from operating activities
-21 133
-3 250
Cash flow from investing activities
Loan subsidiary
7
-
-20 000
Net cash flow from investing activities
-
21 000
Cash flow from financing activities
Dividend paid
-
-22 172
Net cash flow from financing activities
-
-22 172
Net change in cash and cash equivalents
-21 131
-45 220
Cash and cash equivalents beginning period
22 521
67 742
Cash and cash equivalents end period
9
1 388
22 521
73
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 VISTIN.
The financial statements were approved for release by the Board of Directors on 26 April 2023.
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 less impairment losses. Write-down to fair
value is recognized under impairment in the income statement.
Segment reporting
Vistin Pharma's activities are currently organized as one operating unit for internal reporting purposes;
thus no segment information is presented in these financial statements.
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 the date of acquisition
is 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.
74
Note 3. Payroll and payroll related expenses
(NOK 000's)
2022
2021
Other payroll costs
1 962
1 947
Total payroll and payroll related costs
1 962
1 947
Average number of man-years:
-
-
The Company had no employees as at 31 December 2022 (2021: 0). Other payroll costs relate to
board fees.
Note 4. Other operating expenses
(NOK 000's)
2022
2021
External fees
1 505
1 977
Other operating expenses
726
774
Other operating expenses
2 232
2 751
Remuneration to the Auditors
(NOK 000's)
2022
2021
Statutory audit
320
106
Other assurance services
63
77
All fees are exclusive of VAT.
Note 5. Financial items
(NOK 000's)
2022
2021
Interest income from bank deposits and money market funds
28
267
Interest income from Group companies
1 807
1 156
Total finance income
1 835
1 423
Other interest expenses
15
4
Total finance costs
15
4
Net finance
1 820
1 419
75
Note 6. Tax
(NOK 000's)
2022
2021
Profit before taxes
-2 373
-3 279
Permanent differences
-
-
Changes in temporary differences
-
-
Permanent differences recognized to equity
-
-
Basis for income tax
-2 373
-3 279
Income tax payable
-
-
Tax effect of change in net deferred income tax liability/asset
522
721
Tax effect permanent differences recognized to equity
-
-
Tax effect tax rate reduction
-
-
Income tax expense
522
721
Reconciliation of income tax
(NOK 000's)
2022
2021
Tax assessed at the expected tax rate
522
721
Tax effect permanent differences, profit & loss
-
-
Income tax
522
721
Temporary differences
(NOK 000's)
2022
2021
Losses carried forward
-5 741
-3 368
Net income tax reduction temporary differences
-5 741
-3 368
Net deferred tax asset
1 263
741
76
Note 7. Investments in group companies
2022
(NOK 000's)
Registered
office
Share
capital
Ownership
interest
2022
Voting
rights 2022
Carrying
amount
Result
2022
Equity 2022
Vistin
Pharma AS
Oslo,
Norway
NOK
100 %
100 %
48 825
-2 864
54 178
Total
48 825
2021
(NOK 000's)
Registered
office
Share
capital
Ownership
interest
2021
Voting
rights 2021
Carrying
amount
Result
2021
Equity 2021
Vistin
Pharma AS
Oslo,
Norway
NOK
100 %
100 %
48 825
27 654
54 831
Total
48 825
In 2021, Vistin Pharma AS did an equity increase by converting MNOK 40 in debt to Vistin Pharma
ASA and into equity.
Transactions between related parties
2022
(NOK
000's)
Long term
receivables to
subsidiaries
Short term
receivables
to subsi-
diaries
Interest
income from
subsidiaries
Short term
payables to
subsidiaries
Group
contribution
receivable
Group
contribution
payable
Vistin Pharma AS
58 024
159 537
1 807
-
-
-
Total
58 024
159 537
1 807
-
-
-
2021
(NOK
000's)
Long term
receivables to
subsidiaries
Short term
receivables
to
subsidiaries
Interest
income from
subsidiaries
Short term
payables to
subsidiaries
Group
contribution
receivable
Group
contribution
payable
Vistin Pharma AS
58 024
147 666
1 156
6 939
-
-
Total
58 024
147 666
1 156
6 939
-
-
The loan to Vistin Pharma AS carries an annual interest rate of 3 months NIBOR + 1.25%, to be paid
quarterly in arrears.
77
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 2022
(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
-
58 024
-
58 024
58 024
Intercompany receivables
3
-
159 537
-
159 537
159 537
Other receivables
3
-
47
-
47
47
Cash and cash deposits
3
-
1 388
-
1 388
1 388
Total
-
218 996
-
218 996
218 996
Financial liabilities
Intercompany payables
3
-
-
-
0
0
Trade payables
3
-
-
0
0
0
Other payables
3
-
-
911
911
911
Total
-
-
911
911
911
As of 31 December 2021
(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
58 024
-
58 024
58 024
Intercompany receivables
3
-
147 666
-
147 666
147 666
Other receivables
3
-
33
-
33
33
Cash and cash deposits
3
-
22 521
-
22 521
22 521
Total
228 244
-
228 244
228 244
Financial liabilities
Intercompany payables
3
-
-
6 939
6 939
6 939
Trade payables
3
-
-
1
1
1
Other payables
3
-
-
889
889
889
Total
-
-
7 829
7 829
7 829
78
Note 8. Financial assets and liabilities (continued)
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 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)
2022
2021
Cash at banks
1 388
22 521
Total
1 388
22 521
Cash at banks earns interest at floating rates based on daily bank deposit rates. All bank accounts
are nominated in NOK.
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 2021
44 345
44 345
At 31 December 2021
44 345
44 345
At 1 January 2022
44 345
44 345
At 31 December 2022
44 345
44 345
Each share has a par value of NOK 1 per share.
79
Note 10. Issued shares and share capital (continued)
20 largest shareholders as registered as of 31 December 2022:
Name
Note
Total no
of shares
Ownership
share
INTERTRADE SHIPPING AS
1
12 575 000
28,36 %
HOLMEN SPESIALFOND
3 520 243
7,94 %
PACTUM VEKST AS
1
3 519 733
7,94 %
MP PENSJON PK
1 719 848
3,88 %
FERNCLIFF LISTED DAI AS
1
784 280
1,77 %
AUGUST RINGVOLD AGENTUR AS
750 315
1,69 %
STORKLEIVEN AS
750 000
1,69 %
LUCELLUM AS
711 322
1,50 %
DNB BANK ASA
641 955
1,45 %
MIKLA INVEST AS
620 874
1,40 %
IVAR LØGES STIFTELSE
560 000
1,26 %
TOM RAGNAR PRESTEGÅRD STAAVIE
512 324
1,16 %
CORTEX AS
508 989
1,15 %
HENRIK MIDTTUN HAAVIE
505 115
1,14 %
WEM INVEST AS
500 000
1,13 %
SANDEN EQUITY AS
468 947
1,06 %
DYVI INVEST AS
455 500
1,03 %
DELTA AS
400 000
0,90 %
GINKO AS
350 000
0,78 %
ØYSTEIN STRAY SPETALEN
1
323 650
0,73 %
Other shareholders
14 166 497
31,95 %
44 344 592
100,0 %
Shares owned by the Board of Directors and management as of 31 December 2022:
Intertrade shipping AS (1)
12 575 000
Pactum Vekst AS (7)
3 519 733
Ferncliff Listed DAI AS (3)
784 280
Nordby Kjell-Erik (4)
100 000
Heggem Vegard (5)
27 360
Tolleshaug Magnus (6)
20 000
Åse Musum (2)
2 201
1. Chairman of the Board of Directors
2. Member of the Board of Directors
3. Controlled by board member Øystein Stray Spetalen
4. Chief Executive Officer
5. VP Operations
6. Chief Commercial Officer
7. CEO of Pactum Vekst AS: is a member of the Board
of Directors
80
Note 11. Events after the reporting period
There have not been events subsequent to the closing date of 31 December 2022, that affects the
financials or the company’s operational activities.
The Board of Directors has proposed to get a power of attorney from AGM in May to pay up to NOK
0.75 per share in dividend. The power of attorney should be valid until the 2024 AGM.
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 Company requires with a view to achieve 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 participates 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.
81
Note 12. Statement regarding the determination of salary and other
remuneration to Executive Management (continued)
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.
Salaries and other remuneration
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 the position and experience of the person
concerned and the results achieved.
Bonuses
The Company 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 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 plan shall be the same for senior management as what is generally agreed for
other employees. The Company has a defined contribution plan for all employees. Under this plan the
Company contributes 5.5% of the salary between 1G and 7.1G, and 15%, for the salary between 7.1G
and 12G. The CEO has an additional "top-hat" to cover salary above 12G, as well as an early
retirement plan from the age of 62.
Notice period
The CEO has a 24-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 2022 approved a long-term incentive plan (LTIP) where the
executive management, in total, can purchase shares for up to MNOK 6, at a 25% discount, with three
years of binding time. The General meeting also approved a loan facility of MNOK 6 for purchase of
shares. The loan facility has a duration of three years and can only be used as financing for
purchasing of shares in the company.
Remuneration policy in the preceding financial year (2022)
The management remuneration policy in the preceding financial year has been conducted in
accordance with the prevailing principles for 2022, with the exception of any items noted above.
82
Vistin Pharma ASA
Østensjøveien 27
NO-0661 Oslo
Norway
Tel: +47 35 98 42 00
E-mail: [email protected]
www.vistin.com
A member firm of Ernst & Young Global Limited
Statsautoriserte revisorer
Ernst & Young AS
Dronning Eufemias gate 6a, 0191 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
INDEPENDENT AUDITOR'S REPORT
To the Annual Shareholders' Meeting of Vistin Pharma ASA
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 and the consolidated financial statements of the Company and its
subsidiaries (the Group). The financial statements of the Company comprise the financial position as at
31 December 2022 and the statement of comprehensive income, statement of cash flows and statement
of changes in equity for the year then ended and notes to the financial statements, including a summary
of significant accounting policies. The consolidated financial statements of the Group comprise the
financial position as at 31 December 2022, the statement of comprehensive income, statement of cash
flows and statement of changes in equity for the year then ended and notes to the financial statements,
including a summary of significant accounting policies.
In our opinion
• the financial statements comply with applicable legal requirements,
• the financial statements give a true and fair view of the financial position of the Company as at 31
December 2022 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,
• the consolidated financial statements give a true and fair view of the financial position of the
Group as at 31 December 2022 and its financial performance and cash flows for the year then
ended in accordance with International Financial Reporting 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) (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 hav
e been the auditor of the Company for 8 years from the election by the general meeting of the
shareholders in 2015 for the accounting year 2015.
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 2022. These matters were addressed in the context of our audit of the
Penneo dokumentnøgle: EEAWW-W3XC5-QYNK6-IBAS4-WDESW-6FBWN
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Independent auditor's report - Vistin Pharma ASA 2022
A member firm of Ernst & Young Global Limited
financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters. For each matter below, our description of how our audit addressed the matter is
provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the financial
statements section of our report, including in relation to these matters. Accordingly, our audit included the
performance of procedures designed to respond to our assessment of the risks of material misstatement
of the financial statements. The results of our audit procedures, including the procedures performed to
address the matters below, provide the basis for our audit opinion on the financial statements.
Recognition and measurement of inventories
Basis for the key audit matter
As at 31 December 2022 inventories amounted to
NOK 83.466 million, 20.5% 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
Other information consists of the information included in the annual report other than the financial
statements and our auditor’s report thereon. Management (the board of directors and the general
manager) is responsible for the other information. Our opinion on the financial statements does not cover
the other information, and we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information,
and, in doing so, consider whether the board of directors’ report and the statement on corporate social
responsibility contain the information required by applicable legal requirements and whether the other
information is materially inconsistent with the financial statements or our knowledge obtained in the audit,
or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude
that the other information is materially inconsistent with the financial statements, there is a material
misstatement in this other information or that the information required by applicable legal requirements is
not included in the board of directors’ report or the statement on corporate social responsibility, we are
required to report that fact.
We have nothing to report in this regard, and in our opinion, the board of directors’ report and the
statement on corporate social responsibility are consistent with the financial statements and contain the
information required by applicable legal requirements.
Responsibilities of management for the financial statements
Management is responsible for the preparation and fair presentation of the financial statements of the
Company in accordance with simplified application of international accounting standards according to
section 3-9 of the Norwegian Accounting Act and of the consolidated financial statements of the Group in
Penneo dokumentnøgle: EEAWW-W3XC5-QYNK6-IBAS4-WDESW-6FBWN
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Independent auditor's report - Vistin Pharma ASA 2022
A member firm of Ernst & Young Global Limited
accordance with International Financial Reporting Standards as adopted by the EU, and 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
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.
Penneo dokumentnøgle: EEAWW-W3XC5-QYNK6-IBAS4-WDESW-6FBWN
4
Independent auditor's report - Vistin Pharma ASA 2022
A member firm of Ernst & Young Global Limited
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-2022-12-31-en.zip, have been prepared, in all material
respects, in compliance with the requirements of the Commission Delegated Regulation (EU) 2019/815
on the European Single Electronic Format (ESEF Regulation) and regulation pursuant to Section 5-5 of
the Norwegian Securities Trading Act, which includes requirements related to the preparation of the
annual report in XHTML format and iXBRL tagging of the consolidated financial statements.
In our opinion, the financial statements, included in the annual report, have been prepared, in all material
respects, in compliance with the ESEF Regulation.
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
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.
Penneo dokumentnøgle: EEAWW-W3XC5-QYNK6-IBAS4-WDESW-6FBWN
5
Independent auditor's report - Vistin Pharma ASA 2022
A member firm of Ernst & Young Global Limited
Oslo, 26 April 2023
ERNST & YOUNG AS
The auditor's report is signed electronically
Erik Søreng
State Authorised Public Accountant (Norway)
Penneo dokumentnøgle: EEAWW-W3XC5-QYNK6-IBAS4-WDESW-6FBWN
Erik
Søreng
State Authorised Public Accountant (Norway)
On behalf of: Ernst & Young AS
Serial number: 9578-5999-4-1529830
IP: 83.241.xxx.xxx
2023-04-26 16:29:03 UTC
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