Annual report
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ANNUAL REPORT 2025
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Contents MANAGEMENT’S REVIEW SATS in short Highlights 2025 Our vision and our values Our history Letter from the CEO This is SATS Fresh Fitness – SATS Group’s low-cost operator Where we operate BOARD OF DIRECTORS’ REPORT Financial performance Board of Directors Group management Corporate governance Shareholder information Sustainability report Sustainability highlights General Information Double materiality assessment Environment Statement on the EU taxonomy for sustainable economic activities Climate change (E1) Social Own workforce (S1) Consumers and End-users (S4) Governance Business Conduct (G1) Signatures from the BoD and the CEO FINANCIAL STATEMENTS Consolidated financial statements Consolidated statement of profit or loss Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Financial statements parent company Statement of profit or loss Statement of financial position Statement of cash flows Notes to the financial statements Statement from the Board and the CEO Auditor’s report Sustainability auditor’s limited assurance report Alternative performance measures Definitions 2
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MANAGEMENT’S REVIEW SATS in short Highlights 2025 Our vision and our values Our history Letter from the CEO This is SATS Fresh Fitness – SATS Group’s low-cost operator Where we operate MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 3
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SATS in short At SATS, we believe that everyone deserves the opportunity to live an active and healthy life. Every day, our more than 10,000 passionate employees work to inspire and support our 755,000 members in reaching their fitness goals, whether they are just starting their journey or pushing their limits. As the leading provider of fitness and training services in the Nordics, our 273 clubs and strong portfolio of brands, SATS, ELIXIA, Fresh Fitness, SATS Yoga, and SATS Online, make us a natural choice for the broader population, catering to different needs, preferences, and fitness levels. We offer full flexibility, allowing members to tailor their fitness experience to suit their individual goals and lifestyles. With cutting- edge studio facilities for individual training, the widest selection of group training with superior programming, and highly qualified personal trainers for specialized coaching, we ensure that everyone can train in a way that suits them best. Beyond our clubs, we extend our support through digital tools and online training, helping our members stay active anytime, anywhere. To stay at the forefront of the industry, we continuously innovate and adapt to new fitness trends to ensure that SATS remains the most inspiring fitness community in the Nordics. NORWAY 345,000 members 120 clubs FINLAND 71,000 members 32 clubs SWEDEN 256,000 members 93 clubs DENMARK 83,000 members 28 clubs 68 23 28 11 10 2 4 11 11 3 4 5 8 13 72 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 4
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highlights 2025 OPERATIONAL PERFORMANCE CLUBS 273 − 0.4% Maintaining a broad and accessible club footprint across the Nordics, serving large population centres. MEMBERS 755,000 + 3% The member base is fundamental to achieving SATS’ vision of making people healthier and happier, while also supporting a financially sustainable business. WORKOUTS 49.4 MILL + 6% Growing member engagement, driven by both member growth and higher activity per member, supports stronger loyalty and long- term retention. GROUP TRAINING CLASSES 626,000 + 12% Continued development of the group training offering positions SATS well to capitalise on the group training trend and drive member engagement. FINANCIAL PERFORMANCE REVENUES (NOK) 5,509 MILL + 9% The revenue growth reflects a strengthened product offering, which has supported higher member loyalty and willingness to pay. EBITDA1 (NOK) 871 MILL + 18% Continued EBITDA improvements driven by product improvements, disciplined cost control and operational leverage. FREE CASH FLOW (NOK) 506 MILL + 25% Generating strong cash flow through disciplined financial management and high operational efficiency. LEVERAGE 1 1.1X vs 1.4x in 2024 Significant deleveraging has temporarily brought the Company below the lower end of the 1.5x–2.0x leverage target range, providing flexibility for club expansion and shareholder distributions. SUSTAINABILITY EMPLOYEE SA TISFACTION (ENPS)2 37 vs benchmark of 32 The eNPS outperforms benchmark levels, indicating a high employee satisfaction and loyalty. ENGAGEMENT INDEX 2 83 vs benchmark of 74 Significantly higher than the reference index, proving that the organization is effectively executing its tasks across various organizational levels. PUBLIC HEAL TH (QAL YS) 18,400 + 6% The increase in QAL Ys (quality adjusted life years) generated at SATS clubs underscores a growing contribution to public health and long-term well-being. EMISSIONS (TCO 2) -13.1% GROSS LOCA TION-BASED SCOPE 2 GHG EMISSIONS 1-year reduction: Reducing emissions from purchased electricity, heating, and cooling used in our operations and clubs through improved energy efficiency measures and increased use of lower- carbon electricity sources. 1) Before IFRS 16 2) The scale has been revised following a change of external data provider and is not directly comparable to previous periods. MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 5
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Our vision and our values We make people healthier and happier! Decades of experience confirm that regular training drives long-term health and well-being. By supporting sustainable training habits, SATS works toward its vision of making people healthier and happier. To achieve our vision and help our members succeed in their training, we have the most competent, dedicated and inspiring staff, the broadest product offering with world-class quality, and the best presence with the widest network of physical clubs and industry-leading digital offerings. We promise both members and non-members that we will take an extended responsibility toward training and physical activity in society. Our values serve as the compass that leads our actions and behavior in our daily work. Members first “I put members first” Our members are the foundation of everything we do and our number one priority; we have a genuine passion to serve our members and make a real difference. Accountable “I am accountable for what i do” We deliver what we promise and always set a good example for others; we do the right thing, not the easiest thing; we give each other the confidence, trust and support to succeed and fail. Professional “I am professional” We set the standards in our industry by seeing it through our members’ eyes; we have the most dedicated and competent employees. We are always good SATS ambassadors. Extraordinary “I am extraordinary in everything i do” Together as a team, we create experiences that others will remember; we surpass expectations; we recognize great performance and team members who have gone the extra mile. MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 6
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our historyour history 1995 SATS is launched in Norway, and grows rapidly by re-branding eight existing fitness clubs. 1998 SATS operates 49 fitness clubs and is acquired by the American fitness club group 24 Hour Fitness Worldwide. 1999 SATS acquires the Swedish Sports Club group and establishes its operations in Sweden. 2000 SATS becomes the first chain in the Nordics to offer personal training. The expansion continues, and after entering Denmark, SATS operates 100 clubs in the Nordics. 2001 ELIXIA is launched, and by year-end the chain operates a total of 16 fitness clubs in Norway and Finland. 2002 The private equity investor Nordic Capital and the Norwegian founders of SATS acquire SATS from 24 Hour Fitness Worldwide. 2003 SATS establishes its first clubs in Finland. 2006 TryghedsGruppen smba acquires SATS. 2010 Fresh Fitness is launched as a low-cost alternative in Norway and Denmark. 2011 ELIXIA is acquired by Altor, a private equity investor. 2014 SATS and ELIXIA merge, creating the largest fitness chain in the Nordics. 2016 SATS launches Online Training along with multiple niche training concepts, including HiYoga, Build’n Burn, and Martial Arts. 2018 All ELIXIA clubs in Norway and Fresh Fitness clubs outside Norway are rebranded to the SATS/ELIXIA concept. 2019 SATS acquires fitness dk, consisting of 39 fitness clubs, to re-enter the Danish market after leaving in 2013. SATS ASA is listed on the Oslo Stock Exchange. 2020–2021 SATS faces significant challenges due to the COVID-19 pandemic and associated business restrictions. 2022 A pivotal turnaround year marked by the introduction of a new strategy, laying the groundwork for achieving record-breaking operational and financial performance. 2023–2025 A strong rebound in financial performance, surpassing pre- pandemic levels. Strategic investments in the group training product further strengthen our competitive edge and enhance member experience. 2025 Building on the improved financial performance, the year marked a shift towards active capital returns, with the introduction of a shareholder distribution programme, including the first dividend payment as a listed company and the initiation of share buybacks. MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 7
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Letter from the ceo Dear SATS friend, Progress is rarely about doing more; it is about doing the right things, consistently, over time. In 2025, SATS demonstrated the strength of this approach. By maintaining a clear strategic direction and sharpening our priorities, we have translated focus into tangible results for our members, our employees, and our owners. This has been a year of disciplined execution. We have concentrated on strengthening our product offering, increasing member engagement and satisfaction, and ensuring that our clubs deliver high-quality training experiences every day. The outcome is clear. We have a growing and more active member base, record-high activity across our clubs, and measurable contributions to public health in the Nordic region. Our member base increased with 22,000 members to 755,000 at year-end. Each new member represents more than a number; it represents a tangible contribution to public health. Physical inactivity remains one of the major global health challenges, affecting both physical and mental well-being. As a leading fitness provider in the Nordics, we carry both a responsibility and a significant opportunity to be part of the solution. Record-high visit levels across our clubs confirm that the SATS product offering helps people to become active. Group training has been a particularly strong driver of engagement this year. Together, our members reached 11 million group training workouts, marking another record year and a 13 percent increase compared to last year. Nearly 400,000 unique members participated in group training, also up 13 percent year-on-year. Group training continues to play a central role in motivating members, strengthening community, and supporting long-term training habits. During the year, we also introduced new concepts that complement and strengthen our core offering. The launches of Reformer, Performance HIIT and Performance HYROX have further added diversity to our training portfolio, and reinforced SATS as a destination for both performance-driven and holistic fitness experiences. These initiatives demonstrate how innovation, when aligned with a clear core strategy, can deliver meaningful value. We have a growing and more active member base, record-high activity across our clubs, and measurable contributions to public health in the Nordic region. Financially, 2025 reflects strong and disciplined execution. During the first half of the year, we successfully reached the NOK 800 million EBITDA1 ambition on a last twelve-month basis, a key milestone achieved in under three years from our 2022 Capital Markets Day. At the Capital Markets Day in May this year, we reaffirmed our clear strategic focus on the core business and established a new mid-term EBITDA1 ambition of NOK 1.1 billion. Progress toward this target is expected to unfold gradually over time, reflecting steady and sustainable improvement rather than short-term acceleration. For the full year, we delivered revenues of NOK 5.5 billion and an EBITDA1 of NOK 871 million. This year also marked an important milestone for SATS as a listed company, with the payment of our first dividend. Total shareholder distributions were well above our stated minimum level of 50 percent, reflecting strong cash generation and confidence in our financial position going forward. None of this would be possible without our people. I want to extend my sincere thanks to our dedicated employees across the Nordic region, whose passion, professionalism, and commitment create value for our members every single day. I would also like to thank our members for choosing SATS as their training partner and for prioritizing their health and well-being. Our vision is to make people healthier and happier. In 2025 we have truly delivered on this, and our ambitions are high for the years to come. Sondre Gravir CEO 1. EBITDA before IFRS 16 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 8
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This is sats Vision At SATS, we strive to achieve our vision of making people healthier and happier. The Nordic population is among the most physically active in the world, and approximately 20 percent of the population is a member at a fitness club. However, approximately 70 percent of the adult population does not meet the recommended levels of physical activity. We aim to change this trend by helping members become more active and find joy in activity. Supporting our members in succeeding with their training is also a key element for us in building a profitable business. Based on decades of experience from the fitness industry, we know that active members who keep their habits over time are the most loyal members. We truly delivered on our vision during 2025, with 49.4 million visits to our clubs, an increase of 6 percent over the previous year. We have worked systematically to help our members succeed and will continue to do so in the future. Strategic aspiration To achieve our vision, SATS aims to help more members succeed with their training. Our strategy is to be the best fitness club operator by focusing on the core of our offering, operating gyms efficiently while providing adjacent services that help members reach their fitness goals. Specifically, our efforts are concentrated on four strategic areas: attract new members, engage our members, create extraordinary moments, and provide high-quality clubs. Attract new members Make members excited to start exercising and show them how we can help them live healthier lives. A large share of the Nordic population is inactive and would likely experience substantial health benefits from exercise. SATS will inspire people to take the first step to a healthier life by showing them how exercise can be fun and enjoyable, as well as the joy of being part of a fitness inspired community. We want to remove barriers to exercise by helping members find the right membership and get active fast so they can start benefitting from an active lifestyle as soon as possible. Engage our members Help members achieve a sustainable activity level by using our people, insights and diverse portfolio of products. Consistency is key to achieving both health and performance benefits exercise. SATS supports members in building lasting habits by helping them train at the right level. Using member insights and a diverse product offering, we ensure that members find enjoyable ways to exercise that brings them closer to their goals. Create inspiring moments Create a great experience every time a member meets us by providing world-class service and operating standards. Our people are at the core of our product and the SATS experience. Our staff play a critical role in delivering our product by making people feel welcome at the club, instructing our group training classes, or providing personalized coaching. We aim to attract the best people and give them the training and support they need to perform in their roles and help our members succeed with their training. Our operating model provides a standardized framework for how we run our clubs and enables us to provide great experiences in all clubs across the Nordics. Provide high quality clubs Ensure clubs are of high quality and that members get access to a wide training offering through our clusters. We have strong clusters of clubs across the Nordics to ensure that our members get access to a wide product offering and gyms in great locations. By optimizing our product offering with a cluster-based approach, we can deliver a broad product offering at cluster level while maintaining high utilization in each club. SATS clubs will offer a premium experience and good atmosphere, supported by high uptime on equipment and facilities. Our people, product and atmosphere Our strategy comes to life through our people, product and atmosphere. At SATS, we truly believe that activity MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 9
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is an essential element of a healthy lifestyle, and we aim to motivate people to become active and experience the benefits. To help members succeed with their training, we strive to always have talented people, a strong product offering, and an inspiring club atmosphere. Our people We are powered by passionate, skilled, and energetic people who deliver exceptional service, helping every member succeed and feel valued and recognized as an individual. We are the inspirators! Our product We strive to have the most complete offering of equipment, group training, personal training and retail. Distributed to the right clubs, at the right time, supported by technology to create unique member experiences. Our product is an important enabler to lower the threshold for working out by providing inspiration and support to members at all fitness levels. Our happiest members are those who use our wide product range of group training, personal training and wide clusters of clubs. These members are more active and stay with us longer, which is a proof of how our product helps our members succeed. Our atmosphere We create an atmosphere that makes everyone feel welcome and motivates each member at their own level for a joyful training experience. We want everyone to feel welcome when joining our SATS community regardless of their current fitness level and previous training experience. At SATS, members should find a joyful atmosphere that makes going to the gym a little bit easier. At SATS, we are proud of how our people, product and atmosphere contribute to an even gender balance and members of all age groups—proof that we help members live healthy and happy life. Values Our values are Members First, Accountable, Professional, and Extraordinary. I put MEMBERS FIRST — Our members are the foundation of everything we do and our number one priority; we have a genuine passion to serve our members and make a real difference. I am ACCOUNTABLE for what I do — We deliver what we promise and always set a good example for others; we do the right thing, not the easiest thing; we give each other the confidence, trust and support to succeed and fail. I am PROFESSIONAL — We set the standards in our industry by seeing it through our members’ eyes; we have the most dedicated and competent employees. We are always good SATS ambassadors. I am EXTRAORDINARY in everything I do — Together as a team, we create experiences that others will remember; we surpass expectations; we recognize great performance and team members who have gone the extra mile. Our values represent the heart of our culture. When we interact with members and colleagues, our values guide us. We believe in the importance of building a strong value-based culture. Our overall goal is for everyone in the company to know the SATS vision and values, reflect on them, and use them in their daily work. Growth routes to drive value creation SATS sees several avenues for growth going forward. In the short term, there is significant potential in growing the member base at the existing clubs. We see four main routes to increasing the number of members per club. First, we will continue to work with our product offering to make our clusters, as well as single clubs, more attractive for existing and potential members. Second, for some clubs, there is a substantial upside in upgrading to improve the club’s quality. Third, we optimize the club layout and equipment mix to facilitate more members per square meter at our fullest clubs. Fourth, we downsize and/or relocate clubs with too much space relative to the member base to optimize club layout and improve club space utilization. We will keep growing the club portfolio, expanding in existing clusters, and potentially entering new attractive clusters. We also see an opportunity to improve the average revenue per member by offering adjacent products and services and continue to develop our personal training and retail offering. We continue to improve the scale and platform advantages as the operating leverage drives a high drop-through of incremental revenue. In addition, we will focus on club and overhead cost discipline. Capital deployment SATS is committed to a disciplined and strategic approach to capital allocation, ensuring long-term value creation for members and shareholders alike. We prioritize reinvestments in our existing clubs to maintain and enhance the member experience while selectively pursuing high-return growth opportunities. With a balanced focus on financial strength, we aim to keep leverage at the lower end of our target range and return capital to shareholders through a combination of dividends and share buybacks. In 2025, SATS allocated 5 percent of total revenues to maintenance CAPEX. We ended the year with a leverage ratio at 1.1x Net debt to EBITDA before IFRS 16, temporarily below the 1.5x–2.0x leverage target range. We spent the year building an M&A pipeline, but due to long lead times and a disciplined selection, we opened four new clubs. For the first time since the public listing in 2019, SATS made shareholder distributions, through a combination of share buybacks and semi-annual dividends. Re-investing in existing clubs Allocating 5 percent of revenue to maintenance CAPEX Leverage Aiming for a leverage ratio1 in the lower end of the 1.5–2.0x range. Club growth Investing in high-returning growth opportunities, expected to average 8–12 yearly club openings. Shareholder distribution Aim to distribute at least 50 percent of annual net profit as a combination of share buybacks and semi-annual dividends. 1. Net debt to EBITDA before IFRS 16. MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 10
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Fresh Fitness – SATS Group’s low-cost operator Fresh Fitness was launched by SATS Group in 2010 as a low-cost fitness concept in Norway and Denmark. The concept was designed to complement SATS’ premium offering by addressing the growing demand for affordable, high-quality training. In Norway, Fresh Fitness achieved rapid market growth by offering modern fitness facilities at a significantly lower price point than traditional operators. By the end of 2024, Fresh Fitness operated 39 clubs across Norway. In 2025, the portfolio was further expanded with the opening of two new clubs in Oslo and one new club in Larvik, strengthening the brand’s presence in both dense urban locations and regional markets. Fresh Fitness supports SATS’ vision of making people healthier and happier by targeting cost-conscious consumers with a simplified and accessible training offering. The brand is positioned to reach a broad demographic, providing affordable fitness in locations that enable high member volumes and operational efficiency. Over recent years, Fresh Fitness has continued its transition toward a pure low-cost operating model. The concept is characterized by a no-frills product offering, extensive self-service solutions, and focus on studio training. While simplified, the product maintains a high standard of equipment and facilities, but delivered through a more efficient cost structure. Fresh Fitness clubs typically range from 600 to 1,400 square meters, with up to 90 percent of floor space dedicated to fitness activity. Clubs operate 05:00– 24:00, 365 days per year, enabled by automated access solutions, including single-entry gates and digital check- in via app or membership card. Although operations are largely automated, all clubs are staffed during peak hours. Personal training services are offered in all clubs through externally contracted personal trainers. In 2025, Fresh Fitness delivered a strong operational and financial performance, recording high visit levels and achieving record-high profitability. During the year, more than 20 clubs were upgraded, primarily replacing and adding more equipment to help support growth in number of members and visits. Fresh Fitness represents a strategically important component of the SATS Group portfolio. The concept enables the Group to compete effectively in the low-cost segment while maintaining flexibility for future growth, expansion, and portfolio optimization. MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 11
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Where we operate Norway SATS and Fresh Fitness are well-established and widely recognised brands in Norway and together form the country’s largest fitness club operator. Norway represents the Group’s largest operating segment, accounting for 45 percent of consolidated total revenue in 2025 and serving 345,000 members at year-end 2025. The Group operates 120 clubs in Norway, comprising 78 SATS clubs and 42 Fresh Fitness clubs. The club network spans the country from Kristiansand in the south to Tromsø in the north, with 68 clubs located in the greater Oslo area. The member base in Norway increased by 4 percent during the year, while the average revenue per member was lifted 6 percent. Total revenues increased by 9 percent to NOK 2,471 million. Country EBITDA before impact of IFRS 16 increased from NOK 668 million last year to NOK 758 million in 2025, resulting in a Country EBITDA margin of 31 percent. The members of SATS Norway and Fresh Fitness worked out 21.6 million times at our clubs during 2025, up 6 percent from 2024. SATS and Fresh Fitness employed a total of 4,809 employees at the end of the year, corresponding to 924 full-time equivalents. KEY FINANCIAL FIGURES AND ALTERNATIVE PERFORMANCE MEASURES (APM) Amounts in NOK million (unless otherwise stated) 2025 2024 Membership revenue 2,072 1,887 Other revenues 399 378 Total revenues 2,471 2,265 Country EBITDA before impact of IFRS 16 758 668 Margin (%) 31% 29% EBITDA before impact of IFRS 16 569 489 Margin (%) 23% 22% Clubs 120 117 Members (‘000) 345 332 ARPM (NOK/month) 608 573 2024 2025 2,471 Revenues NOK million 2,265 +9% 2024 2025 758 country ebitda 1 NOK million 668 +13% Sweden SATS Sweden has a long-standing strong market position and served 256,000 members at the end of 2025. With 34 percent of consolidated total revenue, it is the second-largest operating segment in the Group. The club portfolio consisted of 93 clubs across the country at year- end, including a strong cluster of 72 clubs in the Greater Stockholm area. The member base increased by 3 percent during the year, despite club optimization leading to a net reduction of two clubs. With an average revenue per member increase of 9 percent, total revenues increased 11 percent (7 percent curr. adj.) to NOK 1,898 million. Country EBITDA before impact of IFRS 16 increased from NOK 302 million last year to NOK 354 million in 2025, resulting in a Country EBITDA margin of 19 percent. During 2025, the members visited SATS Sweden 16.9 million times, an increase of 6 percent since 2024. The number of employees in Sweden totalled 3,506 at year-end 2025, corresponding to 866 full-time equivalents. KEY FINANCIAL FIGURES AND ALTERNATIVE PERFORMANCE MEASURES (APM) Amounts in NOK million (unless otherwise stated) 2025 2024 Membership revenue 1,541 1,397 Other revenues 357 311 Total revenues 1,898 1,708 Country EBITDA before impact of IFRS 16 354 302 Margin (%) 19% 18% EBITDA before impact of IFRS 16 199 152 Margin (%) 11% 9% Clubs 93 95 Members (‘000) 256 248 ARPM (NOK/month) 627 573 2024 2025 1,898 Revenues NOK million 1,708 +11% country ebitda 1 NOK million +8% 2024 2025 354 302 1. Country EBITDA before IFRS 16. MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 12
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Finland In Finland, the Group operates under the ELIXIA brand and had 71,000 members at year-end 2025. ELIXIA Finland accounted for 9 percent of the Group’s consolidated total revenue in 2025. The Group operates 32 clubs in Finland, of which 23 are located within the Helsinki cluster. The Finnish fitness market remains highly fragmented, with ELIXIA holding a leading market position. The number of members was stable during the year, while the average revenue per member increased by 3 percent. Consequently, total revenue rose 3 percent (2 percent curr. adj.) to NOK 516 million. Country EBITDA before impact of IFRS 16 increased from NOK 52 million last year to NOK 59 million in 2025, corresponding to a Country EBITDA margin of 11 percent. ELIXIA members worked out 5.1 million times at the clubs during the year, up 6 percent from 2024. ELIXIA Finland had 962 employees at year-end 2025, which corresponded to 254 full-time equivalents. KEY FINANCIAL FIGURES AND ALTERNATIVE PERFORMANCE MEASURES (APM) Amounts in NOK million (unless otherwise stated) 2025 2024 Membership revenue 432 422 Other revenues 84 79 Total revenues 516 501 Country EBITDA before impact of IFRS 16 59 52 Margin (%) 11% 10% EBITDA before impact of IFRS 16 35 29 Margin (%) 7% 6% Clubs 32 31 Members (‘000) 71 71 ARPM (NOK/month) 608 588 Revenues NOK million +3% country ebitda 1 NOK million +14% 2024 2025 501 506 2024 2025 52 59 Denmark The Danish operations contributed 11 percent of consolidated total revenue in 2025 with 83,000 members at the end of the year. The Danish club network consists of 28 clubs, creating a strong cluster in Greater Copenhagen. SATS is the second-largest operator in the Danish market. The member base in Denmark increased by 2 percent in 2025, while the average revenue per member increased by 6 percent, resulting in a revenue growth of 6 percent (5 percent curr. adj.)1 to NOK 623 million. Country EBITDA before impact of IFRS 16 increased from NOK 53 million last year to NOK 61 million in 2025, resulting in a Country EBITDA margin of 10 percent. The Danish members worked out 5.8 million times at the SATS clubs in 2025, an increase of 6 percent from 2024. SATS Denmark employed 1,014 employees at year-end 2025, which corresponded to 228 full-time equivalents. KEY FINANCIAL FIGURES AND ALTERNATIVE PERFORMANCE MEASURES (APM) Amounts in NOK million (unless otherwise stated) 2025 2024 Membership revenue 528 487 Other revenues 94 102 Total revenues 623 589 Country EBITDA before impact of IFRS 16 61 53 Margin (%) 10% 9% EBITDA before impact of IFRS 16 32 24 Margin (%) 5% 4% Clubs 28 29 Members (‘000) 83 82 ARPM (NOK/month) 628 590 Revenues NOK million +6% country ebitda 1 NOK million +16% 2024 2025 589 623 2024 2025 53 61 1. In 2024, other revenue was positively affected by COVID compensation of NOK 18 million. 2. Country EBITDA before IFRS 16. MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 13
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BOARD OF DIRECTORS’ REPORT Financial performance Board of Directors Group management Corporate governance Shareholder information Sustainability report Signatures from the BoD and the CEO MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 14
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Financial performance In 2025, the member base increased by 3 percent and revenue per member increased by 7 percent compared to 2024. As a result, total revenue was lifted by 9 percent to NOK 5,509 million. EBITDA before impact of IFRS 16 was NOK 871 million, up from NOK 738 million in 2024. SATS has 31 years of experience within the fitness industry and is the leading operator of fitness clubs in the Nordic region. The Group operates the SATS brand in Norway, Sweden and Denmark and ELIXIA in Finland, in addition to the low-cost fitness club brand Fresh Fitness in Norway. The Group offers members access to studio training, group training, yoga and online training. In addition, highly qualified personal trainers offer individual coaching, and food, drinks, apparel and training accessories are available through the retail shops in the clubs’ reception areas. SATS is the fifth-largest fitness chain in Europe with a strong presence in four Nordic capital cities, making it the clear leader in the Nordic fitness market. As at the 2025 balance sheet date, the Group had a network of 273 clubs, with strongholds in key metropolitan cities throughout the Nordic region and 755,000 members. Across this network, more than 10,000 employees in the Nordic countries are working to make people healthier and happier every day. Analysis of the 2025 financial statements The Board of Directors believes that the 2025 financial statements give a true and fair view of the Group’s assets and liabilities, financial position, and profit for the period. The financial statement shows the results for the period January 1–December 31, 2025, compared to the period January 1–December 31, 2024. The Board confirms that the Group’s liquidity position will be adequate to fulfil short-term liabilities, including instalments on bank borrowings as they fall due. During 2025, we continued to uphold the focus on portfolio optimization and club profitability, increasing the number of members per club by attracting new members and retaining existing members while capitalizing on economies of scale. In 2025, we invested significantly in our club portfolio, resulting in a well-invested club portfolio, with high quality premises and product offering, while facilitating further member growth at existing clubs, through adding more equipment and optimizing club layouts. Price adjustments and a continued focus on cost control have laid a solid foundation for profitability in 2025 and going forward. The Board confirms that the use of the going concern assumption is appropriate. The 2025 financial statements have been prepared in accordance with this assumption. Statement of comprehensive income In 2025, total revenue increased by 9 percent to NOK 5,509 million compared to NOK 5,064 million in 2024. Revenue for all segments increased compared to 2024, by 9 percent in Norway, 11 percent (7 percent curr. adj.) in Sweden, 3 percent percent (2 percent curr. adj.) in Finland, and 6 percent percent (5 percent curr. adj.) in Denmark. The increase in revenue is driven by both strong sales, lower churn levels and increase in average revenue per member (ARPM). Reported ARPM increased by 7 percent, as a result of successful price increases. Operating expenses including depreciation and amortization increased by 7 percent from NOK 4,320 million in 2024 to NOK 4,617 million in 2025. Operating profit increased by NOK 148 million, from NOK 744 million in 2024 to NOK 892 million in 2025. Net financial items decreased by NOK 34 million, or 11 percent, from an expense of NOK 310 million in 2024 to an expense of NOK 276 million in 2025. The income tax expense increased by NOK 34 million, from an expense of NOK 108 million in 2024 to an expense of NOK 141 million in 2025, driven by taxable results. Losses carried forward increased from NOK 94 million to NOK 100 million in the Swedish entities due to currency effects. Deferred tax assets from losses carried forward are not recognized for the Finnish nor Danish segments in 2025 due to uncertainty as to whether profits will be utilized against the unused tax losses within a reasonable time frame. This assessment also reflects the tax losses carried forward in Finland is subject to expiry. As at the balance sheet date, the Group’s total tax loss carried forward was NOK 1,261 million, of which the NOK 1,161 million generated in Denmark and Finland is not recognized in the balance sheet. In Finland, taxable profits of NOK 20 million were generated in 2025, allowing for partial utilization of carried-forward tax losses. The continued use of tax losses in both 2024 and 2025 supports the assessment of an improving underlying profitability in the market, indicating that the remaining tax losses are expected to be utilized over time. The profit before tax was NOK 616 million in 2025 compared to a profit before tax of NOK 434 million in 2024. Total comprehensive income was NOK 443 million compared to an income of NOK 315 million in 2024. MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 15
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Segment development NORWAY Total revenue increased by 9 percent to NOK 2,471 million in Norway in 2025. The revenue increase was driven by a 4 percent higher average member base and a 6 percent higher ARPM. The member base totalled 345,000 members at year-end, up 4 percent from last year. Operating expenses increased by 7 percent mainly due to increased salary costs related to improved group training offering, costs related to premises and marketing, in addition to opening three new clubs in the Fresh Fitness portfolio. Country EBITDA before impact of IFRS 16 increased from NOK 668 million last year to NOK 758 million in 2025, resulting in a Country EBITDA margin of 31 percent. SWEDEN Total revenue was NOK 1,898 million in 2025, an increase of 11 percent (7 percent curr. adj.) compared to last year, mainly driven by the ARPM, which increased by 9 percent (5 percent curr.adj.). The member base increased by 3 percent in 2025. Operating expenses increased by 10 percent, mainly driven by an increase in club salaries related to improved group training offering and costs related to premises and marketing. The Country EBITDA before impact of IFRS 16 increased from NOK 302 million in 2024 to NOK 354 million in 2025, resulting in a Country EBITDA margin of 19 percent. FINLAND Total revenue amounted to NOK 516 million in 2025, an increase of 3 percent (2 percent curr. adj.) compared to last year. The revenue increase was driven by ARPM, which increased by 3 percent (3 percent curr. adj.). Operating expenses increased by 2 percent, mainly due to an increase in club salaries related to improved group training offering and costs related to marketing. The Country EBITDA before impact of IFRS 16 increased from NOK 52 million last year to NOK 59 million in 2025, resulting in a Country EBITDA margin of 11 percent. DENMARK Total revenue amounted to NOK 623 million in Denmark in 2025, an increase of 6 percent (5 percent curr. adj.) compared to last year. In 2024, other revenue was positively affected by COVID compensation of NOK 18 million. ARPM increased by 6 percent (5 percent curr. adj.). Operating expenses increased by 5 percent, mostly due to an increase in club salaries related to improved group training offering, marketing and utility related expenses. Country EBITDA before IFRS 16 was NOK 61 million, up from NOK 53 million in 2024, resulting in a Country EBITDA margin of 10 percent. Statement of financial position Consolidated assets increased by NOK 355 million to NOK 9,639 million between the balance sheet dates for 2024 and 2025. Right-of-use assets and intangible assets were the largest components of consolidated assets, amounting to NOK 4,769 million and NOK 2,667 million, respectively, on December 31, 2025. Non-current assets increased by NOK 234 million, while current assets increased by NOK 121 million in 2025. The increase in non-current assets was driven by increased right-of-use assets and property, plant and equipment. The increase in current assets was primarily driven by an increase in cash and cash equivalents. Total liabilities increased from NOK 7,940 million as at December 31, 2024, to NOK 8,185 million as at December 31, 2025. As at December 31, 2025, consolidated equity amounted to NOK 1,454 million, representing an equity ratio of 15.1 percent, compared to NOK 1,345 million and 14.5 percent as at the balance sheet date of 2024. STATEMENT OF COMPREHENSIVE INCOME Amounts in NOK million 2025 2024 Total revenues 5,509 5,064 Operating expenses -4,617 -4,320 Operating profit 892 744 Net financial items -276 -310 Profit/loss before tax 616 434 Income tax expense -141 -108 Profit/loss for the year 474 326 Total comprehensive income 443 315 STATEMENT OF FINANCIAL POSITION Amounts in NOK million 2025 2024 Total assets 9,639 9,284 Total liabilities 8,185 7,940 Total equity 1,454 1,345 STATEMENT OF CASH FLOWS Amounts in NOK million 2025 2024 Net cash flow from operations 2,082 1,953 Net cash flow from investments -318 -282 Net cash flow from financing -1,615 -1,580 Net increase/decrease in cash and cash equivalents 149 91 Cash and cash equivalents at the end of the period 512 371 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 16
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Statement of cash flows Net cash flow from the Group’s operations was NOK 2,082 million in 2025, compared to NOK 1,953 million in 2024. The increased cash flow from operations of NOK 129 million was mainly due to an increase in profit for the year only partially outweighed by an increase in paid taxes and net financial items. Net cash outflow from investing activities amounted to NOK 318 million in 2025, compared to an outflow of NOK 282 million in 2024. The main reason for the increased outflow was an increase in club maintenance and upgrades, in line with the revenue increase. Maintenance activities amounted to 5 percent of total revenue in 2025, according to the target of about 5 percent. Net cash outflow from financing activities was NOK 1,615 million in 2025, compared to an outflow of NOK 1,580 million in 2024. In 2024, the company repaid a total of NOK 322 million on the credit facility. During 2025, the company paid dividends of NOK 127 million and repurchased shares of NOK 267 million. In 2025, consolidated cash and cash equivalents increased net by NOK 149 million compared to an increase of NOK 91 million in 2024. As at the balance sheet date, the Group had cash and cash equivalents of NOK 512 million compared to NOK 371 million at the balance sheet date in 2024. Parent company The parent company had no operating income in 2025 and NOK 12 million in operating expenses. The parent company’s equity was NOK 2,505 million as at the balance sheet date. Risk profile and risk factors Risk SATS operates in the highly competitive health and fitness industry, with 273 fitness clubs across Norway, Sweden, Denmark, and Finland. Most of these clubs are located in larger Nordic cities and urban areas. To achieve its long-term strategic objectives, SATS is inherently involved in risk-taking, making risk management an essential part of the company’s culture, corporate governance, strategy, and operational and financial management. SATS defines risk as anything that could have a material adverse effect on the achievement of its goals. Risks can include threats, uncertainties, or missed opportunities related to current or future operations and activities, directly or indirectly affecting profitability and growth. The company has established a robust risk management framework to regularly identify, analyze, assess, and report on four key categories of risk: strategic, operational, regulatory and compliance, and financial. SATS also evaluates how to mitigate the materialization of these risks through a structured process that aggregates and categorizes risks across the organization. SATS strives for continuous improvement through a risk strategy, corporate governance procedures, a risk management policy, and an internal control framework, ensuring compliance with relevant laws and regulations. These efforts contribute to the effective identification and management of identified risks. SATS’ risk management strategy is designed to provide reasonable assurance that objectives are met by integrating management control into daily operations. Risk profile SATS takes a commercial yet prudent approach to risk- taking. The company’s risk boundaries are defined by its culture and corporate governance, as outlined in SATS’ strategy, values, code of conduct, policies, and procedures. SATS assesses each risk based on its potential impact, the likelihood of it occurring, its severity (impact * likelihood), and the level of control SATS has over the risk. This helps guide mitigation efforts and determine how to best manage the risks. \ Strategic risks: SATS focuses on factors such as member attraction, marketing, brand reputation, expansion, site selection, and competition, with a higher risk appetite in these areas. \ Operational risks: Emphasizing adaptability, resource management, and business continuity, SATS maintains a medium risk appetite, especially for areas like IT security and talent management. \ Regulatory and compliance risks: SATS highlights the importance of adhering to regulations, particularly regarding sustainability and data security, maintaining a low-risk appetite in these areas. \ Financial risks: SATS manages financial risks conservatively to maintain solvency, with a low-risk appetite for financial uncertainty. The risks that potentially have the greatest adverse effect on the achievement of SATS’ objectives are described in the following section. The overview below is not meant to be exhaustive, and there may be risks or risk categories that are currently identified as not having a significant impact on the business of SATS but could develop into key risks. The primary purpose of SATS’ risk management systems is to identify changes in SATS’ risk profiles and any risk-related incidents on a timely basis so that appropriate measures can be taken. Certain risks are inherently difficult to foresee, and no guarantee can therefore be made that our risk management system will properly identify all risks that we might be exposed to at any given point in time. STRATEGIC RISKS SATS faces several strategic risks that impact on its long- term growth and competitive position. Ensuring a positive member experience and satisfaction remains a top priority, as retaining and attracting members is crucial for revenue generation. SATS continuously invests in service improvements, staff training, equipment maintenance, and enhanced digital engagement through the SATS app to mitigate these risks. Competition, particularly from low-cost fitness providers, is another significant challenge. SATS differentiates itself by offering premium services, developing unique fitness concepts, and implementing a strong cluster strategy in key urban areas. Expansion into new and existing markets also carries financial and operational risks. Poor site selection or market misjudgement could negatively impact profitability. SATS mitigates this risk by conducting rigorous market research and financial modelling before opening new clubs, ensuring sustainable growth. Securing suitable sites is another key concern, as factors such as lease costs, location convenience, and regulatory considerations play a significant role. SATS addresses this by employing experienced real estate teams and negotiating flexible lease terms. Furthermore, maintaining a strong brand perception and reputation is crucial for long-term success. SATS actively manages public relations, monitors social media sentiment, and prioritizes excellent customer service to safeguard its reputation. OPERATIONAL RISKS SATS’ operations rely heavily on technology, making cybersecurity and IT infrastructure key concerns. Cyber threats, system failures, and data security risks could disrupt business activities and damage member trust. SATS mitigates these risks by insourcing IT functions, MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 17
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implementing advanced security protocols, and conducting regular audits to enhance digital resilience. Talent management is another operational priority. Attracting and retaining skilled staff is essential for maintaining service quality. SATS strengthens its workforce through structured training programs, leadership development initiatives, and competitive compensation packages. Health, safety, and environmental (HSE) risks are also significant in the fitness industry. Equipment maintenance, hygiene protocols, and injury prevention are essential to ensuring member well-being. SATS implements strict health and safety measures, including first aid training for staff and regular equipment inspections. Additionally, criminal activities in fitness clubs, such as theft or harassment, pose security challenges. SATS mitigates these risks by enhancing security measures, such as installing surveillance cameras, employing security personnel in high-risk locations, and collaborating with law enforcement. Unexpected business disruptions, such as pandemics or natural disasters, could impact SATS’ revenue and member engagement. SATS has strengthened its digital training platform to allow members to continue workouts remotely if physical clubs must close. Business continuity plans are also regularly reviewed and updated to ensure rapid responses to crises. REGULATORY & COMPLIANCE RISKS Operating across multiple Nordic countries means SATS must comply with diverse regulatory frameworks, including consumer protection laws, labour regulations, and corporate governance requirements. To manage this complexity, SATS maintains a dedicated legal and compliance team that monitors regulatory changes, conducts staff training, and collaborates with external legal advisors when necessary. Data protection is another crucial area of compliance, particularly under the General Data Protection Regulation (GDPR). SATS processes large volumes of personal data, making data security a top priority. To prevent breaches and regulatory penalties, SATS has implemented strong encryption measures, access controls, and incident response protocols. Employees undergo regular training to ensure compliance with data handling policies. Environmental, social, and governance (ESG) considerations are increasingly important for both regulatory compliance and corporate reputation. SATS is actively working to reduce its environmental footprint, improve energy efficiency in clubs, and ensure ethical supply chain practices. Sustainability reporting and ESG compliance are integrated into business operations to meet investor and consumer expectations. FINANCIAL RISKS Economic conditions, including inflation and fluctuating interest rates, can impact consumer spending on fitness memberships. SATS manages this risk by offering flexible membership models, optimizing pricing strategies, and implementing cost-control measures. Capital expenditures for new clubs, equipment upgrades, and facility maintenance are key financial concerns. SATS ensures financial sustainability by following a structured investment strategy, prioritizing high-return projects, and closely monitoring spending. Liquidity management is crucial for maintaining financial stability. SATS ensures sufficient cash reserves, secures access to credit facilities, and regularly reviews financial forecasts to mitigate liquidity risks. Credit risk, particularly from non-paying members, is managed through strict payment policies, debt collection procedures, and flexible payment options. Currency and interest rate fluctuations also pose financial challenges, as SATS operates in multiple countries. The company uses hedging strategies and structured debt agreements to minimize exposure to exchange rate volatility. Additionally, changes in tax laws and VAT regulations could impact financial operations. To address this, SATS continuously monitors tax policies and works closely with advisors to ensure compliance and minimize financial risk. Events after the balance sheet date On February 18, 2025, the Board of Directors of SATS ASA resolved to initiate a share buyback program with a maximum consideration of NOK 200 million. The buyback program was commenced on February 18, 2025, and will not end later than the Company’s Annual General Meeting of 2026. On March 3, 2026, an extraordinary general meeting resolved to distribute a cash dividend of NOK 0.67 per share. The dividend was paid on March 9, 2026, to shareholders of record as at March 5, 2026. This decision was made after the reporting period and is therefore not reflected as a liability in the financial statements as at December 31, 2025. Further, the extraordinary meeting resolved to reduce the share capital by NOK 8,500,000 by redemption of 4,000,000 shares. Following completion of the capital reduction the share capital of the company will be NOK 424,350,999.50, divided into 199,694,588 shares, each with a nominal value of NOK 2.125. Subsequent to the balance sheet date, the Company identified indications of unauthorised access to parts of its IT environment and is currently investigating a cyber incident. As at the date of publication of this report, investigations into the scope of the incident are ongoing. On March 23, 2026, the Board of Directors approved a new investment program for all employees of the SATS Group, aimed at aligning the interests of the participants MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 18
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with those of the Company’s shareholders. Due to the cyber incident as described above, the Company was required to allocate significant internal and senior resources to its investigation and therefore resolved to postpone the implementation of the Share Investment Program. The Board of Directors is not aware of any other events that occurred after the balance sheet date, or any new information regarding existing matters, that could have a material effect on the 2025 consolidated financial statements. Going concern The Board of Directors confirms that the accounts have been prepared on a going-concern basis and in accordance with International Financial Reporting Standards (IFRS). The Board of Directors is of the opinion that the SATS Group has sufficient equity and liquidity to fulfil both its short-term and long-term obligations. Shareholder information in short SATS ASA’s share capital was NOK 433 million as at December 31, 2025, divided into 203,694,588 ordinary shares, each with a par value of NOK 2.125. All shares have been fully paid and have equal rights. SATS owned 4,726,793 treasury shares as at the balance sheet date. The number of shareholders as at December 31, 2025, was 8,859. Corporate governance in short Good corporate governance is a priority for the Board of Directors. SATS’ objectives for its corporate governance principles are based on openness, independence, equal treatment, control, and management, with the ultimate goal of maximizing shareholder value while creating added value for all stakeholders. The principles are designed in compliance with applicable laws, regulations and ethical standards. SATS is incorporated and registered in Norway and subject to Norwegian law as well as the laws and regulations in the other Nordic countries in which it operates. SATS’ shares are listed on the Oslo Stock Exchange (Oslo Børs). As a Norwegian public limited liability company listed on the Oslo Stock Exchange, SATS must comply with inter alia the Norwegian Public Limited Liability Companies Act, the Norwegian Securities Trading Act (including without limitation the Market Abuse Regulation, as implemented under Norwegian law), and the regulations of Oslo Børs for issuers of shares listed on the Oslo Stock Exchange. The company endorses the Norwegian Code of Practice for Corporate Governance (Norsk anbefaling for eierstyring og selskapsledelse) issued by the Norwegian Corporate Governance Board, which was most recently revised on August 28, 2025. SATS is subject to the corporate governance reporting requirements of Section 2-9 of the Norwegian Accounting Act and the Code, cf. Section 4-4 of the continuing obligations for stock exchange listed companies on the Oslo Stock Exchange (Oslo Rule Book II). The annual report on SATS’ compliance with the Code has been approved by the Board of Directors, and it is included in a separate section of the annual report. SATS ASA has purchased and maintains a Directors and Officers Liability Insurance on behalf of the members of the Board and the executive management. The insurance covers pure financial loss claims against the Board of Directors and the executive management as a consequence of compensatory acts and/or omissions in their respective duties, with an adequate insurance limit. Business and industry outlook As society increasingly emphasizes health and wellness, alongside significant global trends like political health initiatives and digital transformation, awareness around fitness is on the rise. This shift is driving growth within the health and wellness sector. Fitness clubs, particularly full-service operators, are pivotal to the health and wellness landscape and have the potential to expand into related areas. The Nordic region stands out as the most advanced market in Europe regarding membership penetration. Although the markets exhibit fragmentation in terms of value, clubs, and membership numbers, there remains substantial potential for consolidation. Nordic markets demonstrate a “penetration premium” compared to the rest of Europe and are expected to maintain this advantage. Membership fees in Nordic fitness clubs are the most affordable in Europe, particularly when considered against overall leisure spending and similar offerings. SATS anticipates steady growth in its club membership over time, driven by its strong market position, as well as the growing societal interest in health. The company is confident in its ability to continue adjusting prices, charging a fair price for its product. SATS is committed to prioritizing a comprehensive and top-notch equipment collection, establishing itself as the premier personal training destination in the Nordics and introducing a variety of highly esteemed niche concepts. The company will continue to provide flexible memberships, ensuring that SATS remains available to individuals of all preferences. The company maintains a clear strategic focus on its core business, continuing the accelerating cycle of positive performance. This is supported by targeted investments in an improved product offering, including club optimizations and innovation in training content, as well as a consistent prioritization of operational execution and efficiency. The approach to both operational costs and capital allocation remains disciplined, balancing cost control with growth investments. CAPEX is directed toward increasing club capacity in the existing footprint, improving return per square meter and building the pipeline to deliver on a club expansion of 8-12 new club openings per year, with emphasis on quality over quantity. The company has set a mid-term EBITDA before IFRS 16 ambition of NOK 1.1 billion. Progress toward this target is expected to unfold gradually, reflecting steady improvements over time. Disclaimer This report includes forward-looking statements that are based on our current expectations and projections about future events. Statements herein regarding future events or prospects, other than statements of historical facts, are forward-looking statements. All such statements are subject to inherent risks and uncertainties, and many factors can lead to actual profit and developments deviating substantially from what has been expressed or implied in such statements. As a result, undue reliance should not be placed on these forward-looking statements. 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board of directors Hugo Lund Maurstad Chair of the board Majority owner and managing partner of Monte Rosa Capital Has previously been partner in Altor and Director in McKinsey & Company Has many years of experience as the chair and board member of multiple private and public companies Has a Master’s in Economics from the Norwegian Business School (BI) Maria Tallaksen Board member Serves as board member in Hafslund, Scatec ASA and VOW ASA Former partner with Altor Equity Partners and analyst at Morgan Stanley Has a business degree (Siviløkonom) from the Norwegian Business School (BI) Andreas Holm Board member Previous CEO of the sports retail chain Sportmaster Has more than 20 years of experience within the sporting goods and retail sector Has a Master’s in Economics from the Copenhagen Business School Martin Folke Tivéus Board member CEO of Attendo and has held managerial positions at Klarna, Evidensia Djursjukvård and Avanza Bank Previous board experience from Telia Company, Danske Bank and Teracom Group Has a BSc in Marketing, Economics, Business and Politics from Stockholm University Lisa Åberg Board member Previous senior partner in McKinsey & Company, with broad experience across a wide range of industries and functional areas Has a Master’s in Economics from the Stockholm School of Economics Anita Gullstedt Board member, Employee representative Club Manager at SATS Sportpalatset in Sweden Carl Thorsson Board member, Employee representative Club Manager at SATS SoFo in Sweden MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 20
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group management Sondre Gravir Chief Executive Officer CEO of SATS since 2018 Previously held several senior management positions, e.g., CEO Aftenposten, CEO FINN and CEO Schibsted Marketplaces (Now Adevinta) Member of Board of Directors of Schibsted and Monterosa Sport Has a business degree from the Norwegian School of Economics (NHH) Cecilie Elde Chief Financial Officer CFO of SATS since 2016 Previously held managerial positions in NetCom and Tele2 Board member of RevolutionRace AB Has a Master of Science degree in Business Administration (Siviløkonom), from BI Norwegian Business School Thorbjørn Milling Country Manager Denmark Country Manager for Denmark since 2024 Has extensive experience from the fitness industry in both Denmark and Saudi Arabia, as well as retail experience from McDonald’s Holds a Graduate Diploma of Business Administration from Aalborg University Wenche Evertsen Country Manager Norway Country Manager for Norway since 2020 Long-standing relationship with SATS through various roles Board member of Restel Oy Has a Bachelor of Business Administration from the University of Texas of Austin and an Executive Master of Management from the Norwegian Business School (BI) Elli Holappa Country Manager Finland Country Manager for Finland since 2025 Brings experience from retail and consumer- facing businesses, most recently serving as CEO of Jungle Juice Bar in Finland Has a Bachelor’s degree in Hotel and Restaurant Management from Helia (now part of Haaga-Helia University of Applied Sciences) Karolina Gutke Country Manager Sweden Country Manager for Sweden since 2023 Held leading positions in H&M for several years prior to joining SATS Has a Master’s in Economics from Lund University, Sweden MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 21
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Ellen Marie Vanberg Chief Product Officer Chief Product Officer in SATS since 2024 Brings experience from several product roles within SATS, as well as consultancy experience from Deloitte Has a Master’s degree in Science, Finance, and Accounting from Copenhagen Business School Mia Lund Hanusek Chief Marketing and Communication Officer Chief Marketing and Communication Officer since 2024 Has held similar positions at Bluestep Bank, MediaMarkt and Indiska and has also experience from management consulting at Lynxeye and McKinsey Has a Master of Science degree in International Business from School of Business, Economics and Law, at University of Gothenburg Gaute Sandal Chief Digital Officer Chief Digital Officer since 2021 Brings experience from several Director roles within SATS and Arcus, as well as consultancy experience from McKinsey Has a Master of Science degree in Business (Siviløkonom), from BI Norwegian Business School Torodd Gøystdal Chief People & Operations Officer Chief People & Operations Officer since 2022 Prior to joining SATS, he held the position as CEO of Espresso House Norge Has a business degree Master in Management from Norwegian Business School (BI) and Norwegian School of Economics (NHH) MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 22
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Corporate governance SATS considers good corporate governance a prerequisite for value creation and trustworthiness as well as access to capital. To secure strong and sustainable corporate governance, it is essential that SATS maintain good and healthy business practices, reliable financial reporting, and an environment of compliance with legislation and regulations across the Group structure. SATS has governance documents setting out principles for how its business should be conducted to ensure that its shareholders’ interests are protected and that the Group complies with high ethical and social standards. SATS’ governance regime has been approved by the Board of Directors and applies to both SATS and its subsidiaries. 1. Implementing and reporting on corporate governance Applicable rules and regulations for corporate governance SATS is incorporated and registered in Norway and is subject to Norwegian law. The shares of SATS are listed on the Oslo Stock Exchange (Oslo Børs). As a Norwegian public limited liability company listed on the Oslo Stock Exchange, SATS must comply with the Norwegian Public Limited Liability Companies Act, the Norwegian Securities Trading Act (including, but not limited to, the Market Abuse Regulation as implemented under Norwegian law), the Continuing Obligations for Issuers of Shares on the Oslo Stock Exchange, as set out in Oslo Rule Book II, and all other applicable laws and regulations for SATS. As a company listed on the Oslo Stock Exchange, SATS is subject to corporate governance reporting requirements pursuant to Section 2-9 of the Norwegian Accounting Act, as well as Section 4.4 of Oslo Rule Book II (the continuing obligations for stock exchange listed companies). SATS follows the Norwegian Code of Practice for Corporate Governance (Norsk anbefaling for eierstyring og selskapsledelse, “NUES”) issued by the Norwegian Corporate Governance Board as of August 28, 2025(hereafter named as the “Code”). SATS’ Board of Directors actively adheres to good corporate governance standards, and it strives to ensure that SATS at all times is compliant with the requirements of Section 2-9 of the Norwegian Accounting Act and the Norwegian Code of Practice for Corporate Governance. To the extent SATS does not fully comply with the Code, it will provide an explanation for the deviation and the relevant basis for the chosen solution in its annual report on corporate governance. The annual report on corporate governance for 2025, as set out herein, has been approved by the Board of Directors. Main objectives for corporate governance The governance structure in SATS is designed to ensure that operational results correspond to decisions made and is structured to encourage all employees to strive, within set boundaries, toward the same goals, with a common and clear understanding of our vision, set of values, roles, responsibilities and authority to act. Corporate governance involves the set of relationships between management, the Board of Directors, its shareholders and other stakeholders. Corporate governance also provides the structure through which the objectives of the company are set, and it determines the means of achieving those objectives and monitoring performance. SATS’ governance structure comprises the following governing bodies: \ General Meeting, electing Board members based on input from the Nomination Committee and making other corporate resolutions that pursuant to law lie with the General Meeting. \ The Board of Directors, which sets the strategic direction for SATS and the overall organization, in addition to employing the Chief Executive Officer (CEO), and monitoring performance, risks and control functions within the Group. \ The CEO, who operationalizes and implements the Board of Directors’ strategies and directions, is responsible for the day-to-day management of the company and reports back to the Board of Directors. \ Group functions, which support the CEO in maintaining Group-wide policies and oversight and follow-up on Group wide initiatives. \ Business units, which have been delegated responsibilities for achieving business objectives. SATS’ corporate governance policy is based on the Code and, as such, it is designed to establish a solid basis for good corporate governance and support the achievement of SATS’ core objectives on behalf of its shareholders, including to achieve profitability. The way SATS is governed is vital to the development of its value to the shareholders and the investor market over time. SATS believes that good corporate governance involves openness and trustful cooperation between all parties involved in the Group: the shareholders, the Board of Directors, the Management, employees, members, suppliers, public authorities, and society at large. By pursuing the principles of good corporate governance, which have been approved by the Board of Directors, the Board of Directors and management strive to contribute to achieving the following objectives: MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 23
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\ Openness. Communication with SATS’ interest groups should be based on openness to issues relevant for the evaluation of the development and position of the company. \ Independence. The relationship between the Board of Directors, management and shareholders should be based on independence, which ensures that decisions are made on an unbiased and neutral basis. \ Equal treatment. One of SATS’ primary objectives is equal treatment and equal rights for all its shareholders. \ Control and management. Good control and corporate governance mechanisms should contribute to predictability and reduce the level of risk for shareholders and other interest groups. For more information about SATS’ work with corporate governance and its compliance with the Code, please read the following sections. Deviations from Section 1 of the Code: None. 2. Business In accordance with SATS’ objectives in its articles of association, it is a leading provider of products and services related to health and fitness in the Nordics. The Group, through its brands and concepts SATS, ELIXIA, Fresh Fitness and SATS Yoga, operates 273 fitness clubs that serve 755,000 members. The Group employed more than 10,000 employees as at December 31, 2025. SATS’ vision is to make people healthier and happier. To achieve this vision, SATS focuses on four key pillars: 1) attract new members, 2) engage our members, 3) create extraordinary moments, and 4) provide high quality clubs. SATS’ vision is directly linked to its sustainability strategy, and it is integrated into its daily operations. Sustainability and social responsibility are key parts of SATS’ overall strategy. The company aims to create shareholder value within a sustainable framework, considering economic, social and environmental factors that involve SATS’ business and the way it operates. For more information, please read more in SATS’ sustainability report. Deviations from Section 2 of the Code: None 3. Equity and dividends Shareholders’ equity and capital structure As at December 31, 2025, SATS had a share capital of NOK 432,850,999.50, divided into 203,694,588 shares, each with a nominal value of NOK 2.125. The shares in SATS are registered in Euronext Securities Oslo, the Norwegian Securities Trading Depository. The Board of Directors ensures that the company has equity capital at a level appropriate to its objectives, strategy and risk profile, and is continuously monitoring SATS’ capital situation. Authorizations to the Board of Directors Authorizations empowering the Board of Directors to increase the company’s share capital or to acquire treasury shares are limited to defined purposes as resolved by the General Meeting. Any such authorizations are granted for a period of no longer than until the next Annual General Meeting. The Annual General Meeting held on April 28, 2025, granted the Board of Directors the following authorizations: \ Authorization to increase the share capital by up to NOK 8,699,520 in connection with a potential investment program should one be established by SATS. Deviation from shareholders’ pre-emption rights is allowed. The authorization is valid until the 2026 Annual General Meeting, but no longer than June 30, 2026. \ Authorization to increase the share capital by up to NOK 43,497,600. Deviation from shareholders’ pre- emption rights is allowed. The authorization is valid until the 2026 Annual General Meeting, but no longer than June 30, 2026. \ Authorization to acquire treasury shares with a total nominal value of up to NOK 43,497,600. The authorization is valid until the 2026 Annual General Meeting, but no longer than June 30, 2026. \ Authorization to approve the distribution of dividends based on the Company’s annual accounts for 2024. The authorisation may be used to distribute dividends on the Company’s shares in connection with the publication of the Company’s quarterly report for Q2 2025. The authority shall remain in force until 31 October 2025. Dividend policy SATS’ leverage and dividend policy aims to ensure prudent leverage going forward, with excess cash returned to shareholders. The company targets a net debt (current and non-current bank borrowings less cash and cash equivalents) to adjusted EBITDA before impact of IFRS 16 at the lower end of the 1.5x to 2.0x range. Excess capital will be returned to shareholders while considering long-term financial robustness, growth opportunities and strategic initiatives. The aim is to distribute at least 50 percent of annual net profit as a combination of share buybacks and semi-annual dividends. When proposing a payout, the Board of Directors reserves the right to deviate from its current leverage targets taking into consideration internal and external factors such as material acquisitions, macroeconomic conditions and the capital markets environment. Deviations from Section 3 of the Code: None. 4. Equal treatment of shareholders SATS has one class of shares, with each share carrying one vote. The shares in SATS carry equal rights, including the rights to dividends. The nominal value of the SATS share is NOK 2.125. As part of their equal rights in SATS, shareholders have preemption rights to participate in and subscribe for new shares in a share capital increase. Any deviation from this pre-emption right must be justified in the common interest of the company and its shareholders, as well as applicable equal treatment regulations. If the Board of Directors resolves to issue new shares and deviates from existing shareholders’ pre-emptive rights pursuant to an authorization granted to the Board of Directors, the stock exchange announcement must also include a justification for such deviation. Similarly, if any resolution by the Board of Directors to issue new shares is subject to approval by the General Meeting, justification must also be provided in the notice of the General Meeting. MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 24
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The Board of Directors has been granted authorization from the General Meeting to acquire treasury shares. SATS’ transactions in treasury shares (own shares) must be carried out through the Oslo Stock Exchange’s trading platform at the prevailing trading price or by making a public offer to all shareholders. If the liquidity of the SATS share is weak, the Board of Directors must take particular care when carrying out a transaction in treasury shares through the stock exchange to ensure equal treatment of its shareholders. Deviations from Section 4 of the Code: None. 5. Shares and negotiability SATS’ shares are listed on the Oslo Stock Exchange. The articles of association do not include any form of restrictions on the ownership, negotiability or voting rights relating to SATS’ shares. Deviations from Section 5 of the Code: None 6. General meetings The General Meeting of shareholders is SATS’ supreme corporate body, serving as a forum for interaction between the shareholders, the Board of Directors, and Management. The company holds its Annual General Meeting in accordance with the law and its articles of association. Extraordinary General Meetings are held as required. The next Annual General Meeting of SATS is scheduled for May 5, 2026. Practical details for the meeting will follow from the notice to the Annual General Meeting and on SATS’ investor website. The Annual General Meeting must be held by the end of June each year. The articles of association stipulate that the General Meeting must approve the annual accounts and the annual report, including distribution of dividends, and any other matter referred to in the General Meeting by law or the articles of association. The notice of the Annual General Meeting must be sent to SATS’ shareholders with known addresses at least 21 days prior to the meeting. Documents relating to matters to be dealt with by the General Meeting, including documents that by law must be included or attached to the notice, will not be sent to the shareholders if such documents have been made available on the company’s website, provided that a shareholder nevertheless may request that documents relating to matters to be dealt with at the Annual General Meeting are sent to them. Shareholders who want to participate in the General Meeting must notify the company thereof within a specific deadline that cannot expire earlier than two days prior to the General Meeting. Shareholders will be able to vote on each individual matter in the General Meeting. Shareholders who are unable to attend the General Meeting may vote in advance or by proxy. SATS’ shareholders may vote in writing, including through electronic communication, during a specific period before the General Meeting. More information about voting instructions as well as the use of proxies will be included in the notice of the General Meeting. The chair of the Board of Directors, or another person nominated by the Board of Directors, attends and opens the General Meeting. The company facilitates the chairing of the General Meeting by an independent person. Deviations from Section 6 of the Code: None. 7. Nomination committee The articles of association of SATS stipulate that the company must have a Nomination Committee consisting of between two and three members. Furthermore, the composition of the Nomination Committee must be resolved by the General Meeting, where the majority of the committee members must be independent from the Board of Directors and Management. The members are elected for periods of two years, unless otherwise resolved by the General Meeting. The Nomination Committee consists of Erik Thorsen (chair), Bjørn Maaseide (member) and Ulrik Andersson (member). They were appointed at the 2025 Annual General Meeting until the 2027 Annual General Meeting. The members are independent from the Board of Directors and management. The work of the Nomination Committee is to give recommendations to the General Meeting for the election of members to the Board of Directors as well as the members of the Nomination Committee, and to recommend the remuneration for the Board members and Nomination Committee members. The General Meeting has adopted instructions for the Nomination Committee. Deviations from Section 7 of the Code: None. 8. Board of Directors: Composition and independence Pursuant to the articles of association of SATS, the Board of Directors must comprise between three and nine members elected by the General Meeting. Board members are appointed for a period of two years unless otherwise decided by the General Meeting in connection with the election. The SATS Board of Directors is diverse, meeting the gender balance requirements set by Norwegian legislation (allmennaksjeloven). Of the seven board members, three are women. The current Board of Directors comprises the following seven Board members: Hugo Lund Maurstad (chair), Maria Tallaksen (member), Andreas Høgdall Holm (member), Lisa Birgitta Charlott Åberg (member), Martin Folke Tivéus (member), Anita Gullstedt (member, employee representative) and Carl Thorsson (member, employee representative). Additionally, there are two deputy representatives to the Board: Helena Tahkola (deputy member, employee representative) and Hermon Melles (deputy member, employee representative). The requirements for gender balance on the Board of Directors have been met. All members of the Board are non-executive and independent. The Code stipulates that the composition of the Board of Directors should ensure that it can operate independently of any special interest and therefore that the majority of the Board members should be independent from the company’s management and material business contacts. At least two Board members must be independent from the company’s main shareholders (shareholders holding more than 10 percent of the shares in the company). The Board composition meets the requirements of the Code, as all the shareholder-elected members are independent from the company’s management, material business contacts and largest shareholders. The members of the Board bring extensive and relevant experience to the company, particularly in sectors and geographical locations where SATS operates. The Board’s duties, such as approving budgets, business plans, and overseeing capital and financing issues, require experience and knowledge relevant to the specific markets and products in which SATS is involved. Additionally, they ensure the strategic planning and compliance activities are aligned with the company’s objectives in the relevant regions and industries. A description of the competence and background for the Board members can be found at the webpage. Please refer to the sustainability report for additional information. Deviations from Section 8 of the Code: None. MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 25
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9. The work of the board of directors The Board of Directors The SATS Board of Directors is composed with the intention of exercising significant involvement and extensive oversight over the Group’s operations. The Board of Directors is responsible for the governance and administration of the company and must ensure the appropriate organization of the company’s business. While the Board of Directors has formal and overall responsibility for the administration of the company, the day-to-day administration and activities are delegated to the CEO. It is nevertheless the Board of Directors’ responsibility to ensure that the company’s activities are properly organized, keep itself informed of the company’s financial position, and ensure that the company’s activities, accounts, and asset management are subject to adequate control. The Board of Directors conducts its work in accordance with the Instructions for the Board of Directors, which includes a policy on how the company handles related- party transactions and the Board of Directors’ annual agenda. The annual agenda covers an annual meeting and activity plan covering strategic planning, business issues and oversight activities for the upcoming financial year. The key activities of the Board of Directors include: \ Setting and overseeing the achievement of SATS’ overall long-term strategies and goals \ Setting the overall organization and principles for company operations and monitoring compliance with these \ Approving budgets, business plans and investment limits \ Handling capital and financing issues \ Issuing the instructions for the CEO, as well as monitoring the CEO’s work and the company’s performance \ Evaluating the company’s internal control functions, risk management, sustainability reporting and compliance with SATS’ Code of Conduct \ Evaluating any transactions between SATS and its shareholders, a shareholder’s parent company, members of the Board of Directors, management or any related person to any such party that are deemed to be material pursuant to the Norwegian Public Limited Liability Companies Act. Any such material transactions are subject to approval by the General Meeting, and the Board of Directors is in such case required to arrange for an independent auditor valuation of the transaction. Additional matters that require attention from the Board of Directors will be included in the Board of Directors’ agenda as needed. The agenda, meeting materials and minutes from the Board meetings are distributed and archived by the CFO. Neither members of the Board of Directors nor members of management can consider items in which they have a special and prominent interest. The interest of such persons is always considered in accordance with the principles included in the Instructions for the Board of Directors, and any interest is notified by the relevant person to ensure that all matters can be considered in an unbiased and satisfactory way. A total of ten board meetings were held in 2025. The attendance over the year at the Board meetings was 97.1 per cent. Board committees The Board of Directors has established two permanent sub-committees: the Remuneration Committee and the Audit Committee, which are described below. The committees function as advisory committees to the Board, meaning that all decisions lie with the Board of Directors in accordance with the Norwegian Public Limited Liability Companies Act. The Remuneration Committee and the Audit Committee supervise the work of the company’s Management on behalf of the Board of Directors and prepare matters for the Board of Directors to consider and resolve within their respective designated areas. The committees work together with company resources as part of their preparatory work as well as to seek advice and recommendations externally. Remuneration Committee The Remuneration Committee must consist of between two and three members of the Board of Directors. The current members of the Remuneration Committee are Hugo Lund Maurstad (chair) and Lisa Birgitta Charlott Åberg (member). The primary purpose of the Remuneration Committee is to assist the Board of Directors in matters relating to the remuneration of the executive management of the Group, review succession policies, career planning and management development plans, and prepare matters relating to other material employment issues in respect of executive management. The Remuneration Committee reports and makes recommendations to the Board of Directors, but the Board of Directors retains responsibility for implementing such recommendations through Board resolutions. One Remuneration Committee meeting was held in 2025. The Audit Committee The Audit Committee must consist of between two and three members of the Board of Directors who jointly have the required qualifications and competence in accounting and auditing set out in the Norwegian Public Limited Liability Companies Act. The current members of the Audit Committee are Martin Tivéus (chair) and Maria Tallaksen (member). The committee members serve for two years until 2027 unless their service is extended by the Board of Directors. The Audit Committee supports the Board of Directors in fulfilling its responsibilities with respect to financial reporting, internal controls, internal and external audit, risk management and risk framework. The primary purposes of the Audit Committee are to Assist the Board of Directors in discharging its duties relating to the safeguarding of assets, the operation of adequate system and internal controls, the control processes and the preparation of accurate financial reporting and statements in compliance with applicable legal requirements, corporate governance, and accounting standards. \ Monitor and assess the quality of the statutory audit of Group companies and the Group’s financial statements \ Contribute to the independence of the external auditor and ensure compliance with applicable rules and guidelines regarding the provision of additional services by the auditor to the Group or Group companies \ Provide support to the Board of Directors on the risk profile and risk management of the Group \ Initiate investigations, if necessary, and propose measures relating to the abovementioned. \ Oversee the company’s approach to sustainability reporting and disclosures, ensuring alignment with regulatory requirements and the company’s broader ESG commitments The Audit Committee reports and makes recommendations to the Board of Directors, but the Board of Directors retains responsibility for implementation of such recommendations through Board resolutions. The Audit Committee held six meetings during 2025. MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 26
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The CEO The Board of Directors has prepared instructions for the CEO. The CEO is responsible for business development and leads and coordinates the day-to-day operations in accordance with such instructions as well as any other decisions made by the Board of Directors. Having the overall responsibility, the CEO has the final say in all decisions according to legal requirements after consulting and receiving feedback from relevant members of the management team. The CEO issues a delegation of obligations and authority, which defines the responsibilities of the country managers and Group functions, and within which limits they may make decisions. Within this framework, duties and decision authorities are further delegated person-to- person via solid reporting lines based on the roles in the operational organization. Deviations from Section 9 of the Code: None. 10. Risk management and internal control Risk management SATS operates within four jurisdictions in the Nordics: Norway, Sweden, Denmark and Finland. The health and fitness industry in these geographical markets is highly competitive. In achieving its long-term strategic goals, SATS is inherently involved in taking risks. Hence, risk management is an essential element of SATS’ culture, corporate governance, strategy and operational and financial management. SATS’ risk management is centralized as part of its Nordic functions. Through this work, SATS ensures that all significant risks relating to strategic, operational, regulatory and financial aspects of its operations are identified, analyzed and followed up through the day-to- day work carried out by the business units and functions. The Board of Directors is involved in the risk management of the Group’s operations and bears overall responsibility for the company having sound internal control systems for risk management. In this respect, the Board of Directors, together with SATS’ management team, carries out an annual review of the most important areas of the Group’s overall risk exposure. The Head of Compliance is responsible for SATS’ risk management model. This includes presenting the Group’s consolidated risk report to management, the Audit Committee and the Board of Directors and maintaining guidelines and templates for risk management and reporting. Refer to SATS’ Risk Management Policy and the risk chapter of this Annual Report for more information. Internal control SATS’ internal control framework is an essential part of its governance system. An annual review is in place to ensure compliance with policies and procedures, while assessing the effectiveness of process-level controls. SATS must comply with and adhere to various regulations concerning, for example, health and safety, privacy, environment, accounting, and taxes. A plan for ensuring ongoing effective and efficient internal control shall be prepared and presented to the Audit Committee and Board for approval annually and prior to the start of the fiscal year. The plan shall be prepared by the Head of Compliance and consider the learning and takeaways of managers of the relevant business units (“Control Owners”) from this year’s process and any changes expected to impact the internal control process. The Head of Compliance shall prepare a risk report annually that evaluates and consolidates the results from the self-assessment process, any additional testing performed, and any detected incidents of errors indicating control deficiencies and present this report to the relevant Control Owners and the CFO. The annual risk report summarizes the identified deficiencies and assesses if they, either individually or in aggregate, are significant at the Group level. The summary should also include an analysis of root causes and planned remediating activities. SATS’ Head of Compliance is responsible for supporting and monitoring compliance with legal requirements and internal governance documents. The function is independent of operational activities and reports to the CEO as well as administratively to the CFO. The function monitors the development of the company’s risk exposure and internal control regime on an ongoing basis. The function has the right and obligation to report directly to the Board of Directors if material risks and compliance incidents have not been communicated in a timely manner to the Board of Directors through ordinary reporting lines. The SATS system for ICFR is based on the COSO framework and the three lines of defense model. The approach is top-down and risk-based, beginning with the assessment of risks of significant errors in the Group’s consolidated financial statements. The controls are designed from the top (Entity Level Controls) down to the process level (Process Level Controls), and the sum of all these controls makes up the total ICFR design for SATS. The ICFR Framework at SATS is an integral part of SATS’ governance system, and the company has designed an annual process to ensure compliance with policies and procedures, the effectiveness of process level controls, and maintenance of system effectiveness. An ICFR plan for ensuring ongoing effective and efficient ICFR must be prepared every year and presented to the Board of Directors for approval prior to the start of the fiscal year. The ICFR plan must be prepared by the ICFR Officer and take into account the Control Owners’ learnings, the results from the year’s ICFR process, and any changes expected to impact ICFR. Deviations from Section 10 of the Code: None. MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 27
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11. Remuneration to the board of directors The remuneration to the Board of Directors must reflect the Board’s responsibility, expertise, and time commitment and the complexity of SATS’ business. No Board member has taken on any specific assignments for SATS in addition to their appointment as a member of the Board of Directors. The remuneration is resolved by the General Meeting pursuant to the recommendation from the Nomination Committee. Remuneration to the Board of Directors is reported in the notes to the consolidated financial statements. The remuneration to the Board of Directors is not linked to SATS’ performance. The members of the Board of Directors were allowed to participate in the 2025 Share Program. Deviations from Section 11 of the Code: None. 12. Remuneration to executive personnel The Board of Directors has prepared and adopted clear and understandable guidelines for salary and other remuneration to executive personnel in line with the requirements of Section 6-16a of the Norwegian Public Limited Liability Companies Act and Section 12 of the Code. The guidelines set out principles that ensure responsible and sustainable remuneration decisions in a manner that promotes SATS’ business strategy, long- term interests and financial sustainability. The current guidelines were approved by the 2025 General Meeting. The guidelines will be assessed by the Board of Directors on an annual basis, as a minimum, whereas any significant changes in SATS’ remuneration policies for executive personnel require a revision of the current guidelines and will be subject to approval by the General Meeting. The guidelines, in any event, will be approved by the General Meeting every fourth year. The Remuneration Committee presents its recommendation to the Board of Directors concerning remuneration to executive personnel on an annual basis, and in this respect, assesses such remuneration annually. The performance-based elements of the remuneration to executive personnel are subject to an absolute limit, as set out in SATS’ guidelines for salary and other remuneration to executive personnel. See report on salaries and other remuneration to Senior Executives 2025 available on SATS’ website under General Meetings for information and details related to compensation for management and the Board of Directors. Deviations from Section 12 of the Code: None. 13. Information and communications SATS believes that it has transparent and honest communication with its shareholders, the capital market and other stakeholders. The Board of Directors seeks to ensure that the company’s accounting and financial reporting inspires investor confidence. Information is published regularly through the company’s annual reports, quarterly reports, press releases, investor presentations, and stock exchange announcements in accordance with what is deemed appropriate at any given time, as well as in accordance with statutory requirements for such publications. The company’s annual reports and quarterly reports contain extensive information about various aspects of the Group’s business, activities and initiatives. Quarterly presentations are webcast to the investor market, and investors are invited to participate in Q&A sessions and schedule investor meetings. The shareholders of SATS, the capital market, and the public in general are treated equally when it comes to access to the company’s financial information. The investor relations department at SATS maintains regular contact with the shareholders, potential investors, analysts and other financial market stakeholders. The Board of Directors has been informed about SATS’ investor relations activities. SATS publishes its financial calendar each year. The financial calendar is publicly available on the company’s investor website. Deviations from Section 13 of the Code: None. 14. Takeovers The Board of Directors will not seek to hinder or obstruct any takeover bids for SATS or its shares. In the event of such a bid, the Board of Directors will seek to comply with Section 14 of the Code and applicable laws and regulations for takeover processes There are no defense mechanisms against takeover bids in SATS’ articles of association or any underlying steering document. In corporate takeover or restructuring situations, the Board of Directors must exercise due and proper care to preserve all shareholders’ values and interests to the greatest extent possible. During a takeover process, the Board of Directors and management must ensure that all shareholders are treated equally and that the business activities of the Group are not unnecessarily disrupted. The Board of Directors is responsible for ensuring that the shareholders of SATS are given sufficient information and time to form a view on any takeover offers presented to them. Other than as described above, the Board of Directors has not found it necessary to draw up any explicit basic principles for SATS’ behavior in the event of a takeover bid. The Board of Directors concurs with Section 14 of the Code and the recommendations set out there regarding takeover processes, and it will seek to follow the recommendations of the Code should a takeover process become relevant. Deviations from Section 14 of the Code: None. 15. Auditor The external auditor of SATS is Deloitte AS, which has been the company’s auditor since 2015. The auditor is fully independent from the company. The auditors are responsible for the audit of SATS’ consolidated annual report and accounting records to remit whether these have been prepared in accordance with applicable laws and recommendations. Prior to the audit, the Audit Committee reviews Deloitte’s plan for the audit and, after completion, reviews the plan and the work performed. The auditor is present in meetings when the internal control over financial reporting (ICFR) is presented to the Audit Committee. The auditor is generally present at meetings held by the Audit Committee and is thus involved in the Audit Committee’s work with the annual accounts and other related tasks. The auditor is also involved in the review of the company’s internal control procedures and reports regularly to the Audit Committee. Additionally, the auditor presents the audit and work related thereto to the Board of Directors. Deloitte assists SATS with some non-audit services. SATS has policies regulating the use of non-auditing services from Deloitte, which also has internal processes and procedures to ensure its independence. The Audit Committee is responsible for approving non-auditing services from Deloitte in advance of SATS’ engagement of them. The auditor’s fees are specified in Note 6 Other operating expenses to the annual report. Deviations from Section 15 of the Code: None. MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 28
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Shareholder information SATS ASA was listed on the Oslo Stock Exchange in 2019 and had a market capitalization of NOK 8,270 million at year-end 2025. SATS aims to generate positive value and offer long-term financial returns to its shareholders. To accomplish this, the company intends to follow its business plan closely and communicate clearly, ensuring that the stock price accurately represents the company’s value and potential for growth. Investor relations policy SATS aims to have a transparent and open dialogue with the financial market and ensure timely disclosure of relevant information to the market and equal treatment of its shareholders. All disclosure, communication and reporting by SATS will comply with applicable laws and regulations as well as relevant recommendations for listed companies and market practice. Financial information and other information for investors, such as presentations on SATS’ quarterly results and capital market days, will be provided in English. SATS will publish quarterly financial results in accordance with its financial calendar, which is published annually on its website and on the stock exchange. No investor and analyst meetings will be held during the three weeks prior to the presentation of the company’s financial results. SATS ASA complies with the Oslo Børs Code of Practice for IR of March 1, 2021. Governance principles SATS considers good corporate governance to be a prerequisite for value creation, trustworthiness and access to capital. To secure strong and sustainable corporate governance, it is important that SATS ensures good and healthy business practices, reliable financial reporting, and an environment of compliance with legislation and regulations across the Group. SATS has governance documents setting out principles for how its business should be conducted. These apply to all of SATS’ subsidiaries as well as SATS itself. SATS’ governance regime is approved by SATS’ Board of Directors. Share capital SATS ASA’s share capital was NOK 433 million as at December 31, 2025, divided into 203,694,588 ordinary shares, each with a par value of NOK 2.125. All shares have been fully paid and have equal rights. SATS owned 4,726,793 treasury shares as at the balance sheet date. The number of shareholders as at December 31, 2025, was 8,859. Financial calendar SATS ASA will publish its quarterly interim financial statements on the following dates for 2026: 10 feb 2026 Q4 2025 Results 27 mar 2026 Annual Report 2025 30 apr 2026 Q1 2026 Results 05 may 2026 Annual General Meeting 2026 14 aug 2026 Q2 2026 Results 27 oct 2026 Q3 2026 Results Analyst coverage ABG Sundal Collier Petter Nystrøm +47 22 01 61 35 Danske Bank Tomas Helgø +47 85 40 77 99 DNB Carnegie Ole Martin Westgaard +47 24 16 92 98 Kepler Cheuvreux Håkon Nelson +47 23 13 90 73 Pareto Securities Phillihp Bjerke +47 22 87 88 46 Sparebank 1 Markets Andreas Aas-Jakobsen +47 24 13 36 83 SEB Håkon Fuglu +47 21 00 85 49 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 29
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TOT AL SHAREHOLDERS December 31, 2025 8,859 MARKET CAP December 31, 2025 8,270 NOK MILL SHAREHOLDERS by country of residence Norway (53%) UK (23%) Ireland (9%) Other (15%) TOT AL RETURN 2025 COMPARED TO OSEBX, INDEXED December 31, 2024 – December 31, 2025 SATS OSEBX -20 0 20 40 60 80 JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC Shareholders Number of ordinary shares Ownership percentage 1 Folketrygdfondet 14,348,765 7.0% 2 J.P . Morgan SE, FI 7,889,563 3.9% 3 Maaseide Holdco AS 7,262,647 3.6% 4 Verdipapirfondet KLP Aksjenorge 6,019,890 3.0% 5 Verdipapirfondet Alfred Berg Gambak 5,811,788 2.9% 6 Vpf DNB Am Norske Aksjer 5,734,992 2.8% 7 The Bank Of New York Mellon Sa/nv, UK 5,193,864 2.5% 8 Sats ASA 4,726,793 2.3% 9 Vpf Sparebank 1 Norge Verdi 4,670,000 2.3% 10 The Bank Of New York Mellon Sa/nv, IE 4,538,000 2.2% 11 Vpf Fondsfinans Utbytte 3,758,083 1.8% 12 Hugo Lund Maurstad 3,500,000 1.7% 13 AAT Invest AS 3,500,000 1.7% 14 J.P . Morgan SE, LU 3,463,377 1.7% 15 Salt Value AS 3,140,242 1.5% 16 Verdipapirfondet Fondsfinans Norge 3,139,323 1.5% 17 Morgan Stanley & co. Int. Plc. 3,053,706 1.5% 18 N.A. Citibank 2,984,868 1.5% 19 Varner Equities AS 2,942,727 1.4% 20 The Bank Of New York Mellon Sa/nv, UK 2,751,000 1.4% Other 105,264,960 52% Total 203,694,588 100% Ownership strcture HOLDING SIZE NUMBER OF SHAREHOLDERS NUMBER OF SHARES PROPORTION OF THE SHARE CAPITAL 1–100 3,353 110,757 0.1% 101–250 1,166 206,609 0.1% 251–500 1,132 423,969 0.2% 501–1,000 1,103 841,190 0.4% 1,001–50,000 1,896 11,608,457 5.7% 50,001– 209 190,503,606 93.5% Sum 8,859 203,694,588 100% MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 30
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SUSTAINABILITY REPORT Sustainability highlights General Information Double materiality assessment Environment Statement on the EU taxonomy for sustainable economic activities Climate change (E1) Social Own workforce (S1) Consumers and end-users (S4) Governance Business Conduct (G1) MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 31
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Sustainability highlights At SATS, we are committed to sustainability through a comprehensive Environmental, Social, and Governance (ESG) approach that strengthens our business, enhances member experiences, and delivers long- term value to our investors. Our sustainability efforts focus on reducing our environmental footprint, fostering a positive social impact, and ensuring strong corporate governance. We continuously implement measures to minimize our environmental footprint and promote sustainable practices across our gym network. In 2025, we continued to improve energy efficiency through investments in smart energy management systems, ventilation optimization, and the ongoing transition to LED lighting across clubs. We also progressed our work on electrification by further reducing emissions from our car fleet. As part of our climate reporting, we measured total greenhouse gas emissions across Scope 1–3, which amounted to 50,692 tCO2e in 2025. While our emissions intensity per club increased slightly compared to the 2022 baseline, emissions from own operations continued to decline, reflecting the impact of energy efficiency measures and electrification. SATS is dedicated to fostering a healthier society by making fitness accessible and creating a positive workplace culture for our employees. In 2025, SATS members completed 49.4 million workouts in our clubs, and member activity increased more than our member base. We also continued to strengthen our public health contribution. In 2025, SATS members alone generated an estimated 18,400 quality-adjusted life years (QALYs), corresponding to a socio-economic benefit of approximately NOK 25 billion. Our employees are key to delivering great member experiences and long-term business performance. In 2025, we achieved a strong engagement index score of 83, well above the reference benchmark. Participation increased to 68 percent, and our employee net promoter score (eNPS) improved to 37, continuing a positive trend from previous years. We also strengthened onboarding, leadership development and digital tools for club employees, supporting employee development and operational consistency across our organization. Strong governance ensures we maintain integrity, accountability, and sustainable growth. We continuously assess and strengthen relationships with suppliers to support ethical and responsible business conduct. In 2025, we initiated the search for an automated screening solution to strengthen due diligence of suppliers and third-party vendors. We also continued to develop our governance framework and internal controls over sustainability reporting in line with CSRD and ESRS requirements. Looking ahead, we will continue to invest in sustainability initiatives that enhance operational efficiency, reduce environmental impact, and support employee and member well-being. Our commitment to ESG principles positions SATS as a responsible and forward-thinking company, creating long-term value for our investors and stakeholders. By integrating sustainability into our core business strategy, we not only enhance our competitive advantage but also contribute to a healthier and more sustainable future for all. MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 32
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ESRS2 General information The sustainability report presents SATS’ governance and results related to material sustainability topics, including detailed performance indicators. This section presents material sustainability-related impacts, risks, and opportunities (IROs), and the principles for sustainability reporting, which form the basis for the preparation of the report. Principles for sustainability reporting The purpose of SATS’ reporting is to provide stakeholders with an accurate and balanced picture of relevant activities, practices, and results for 2025. The sustainability report is prepared on the same consolidated basis as the annual financial statements and includes the entire SATS Group. For more information, see Note 2 Basis of preparing the consolidated financial statements. Legally mandated reporting and reporting standards Our sustainability report has been prepared in accordance with the Norwegian Accounting Act and other applicable reporting requirements. Reporting required by the Anti- Discrimination Act is included in the chapter on Equal treatment and opportunities for all. Reporting mandated by the Norwegian Transparency Act of 2021 is presented in our chapter on Governance and the Transparency Statement on our website. The report was updated and restructured in 2025 to reflect amendments to the Norwegian Accounting Act implementing the EU Corporate Sustainability Reporting Directive (CSRD) and the relevant European Sustainability Reporting Standards (ESRS). See the section “Changes in reporting” for an overview of what these changes entail. Reporting scope and specific information The sustainability report covers the period from January 1 to December 31, 2025. The reporting encompasses all consolidated businesses owned by SATS as of December 31, 2025. Data from discontinued or closed businesses are included for the portion of the reporting period they were operational. The sustainability report encompasses both our upstream and downstream value chains, focusing on areas where the nature of a topic makes it relevant and reporting is required under the Norwegian Accounting Act or other regulatory frameworks. In our description of actions under each ESRS theme, we distinguish between actions carried out in 2025 and planned actions for 2026–2027. For the latter, the indicated dates refer only to the start of the actions, as the completion timeline remains uncertain. Reporting systems and processes Indicators related to climate change, energy, water, resource use, and waste are collected annually, primary through manual processes, and consolidated in SATS’ environmental reporting overview. Indicators for health and safety of SATS’ own workforce are gathered through the incident reporting systems Agrippa and IA. Diversity and other KPIs related to our own workforce are collected from SATS’ ERP system and the annual employee survey, SATS’ engagement survey. Indicators for employees in the value chain are based on SATS’ due diligence processes and data collected from business areas, procurement functions, and the overview from SATS’ corporate audit and internal control over alerts reported to line management, support functions, and SATS’ legal and compliance department. Data for consumers and end users are based on customer satisfaction studies or calculated by corporate functions based on third-party data. The basis for the report and reporting limitations The basis for the calculation and presentation of sustainability figures and metrics assessed to be material is described in the notes to the respective figures, including information on whether the figures are measured directly or estimated based on sources such as third-party data or statistical averages. Measurement values are collected from SATS’ operational units based on local management systems and are typically based on data from HR, procurement, finance etc. Controls are carried out to ensure that the information is complete and accurate. There is no single standardized method for data collection across all sustainability topics, which may result in measurement uncertainty. Note E1.1 under Chapter E1 Climate Change contains data based on statistical averages due to the use of factors and may therefore entail a higher degree of uncertainty. Changes in reporting SATS began reporting in accordance with the Norwegian Accounting Act and the ESRS in 2024. Consequently, only minor adjustments were required for the 2025 reporting cycle. These changes include: \ Adjustments to the structure within the E1, S1, S4 and G1 chapters to closer follow the structure used in the ESRS standard. This structure consists of a chapter first outlining the “Material impacts, risks, MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 33
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and opportunities” for each material sustainability issue, before describing the details of due diligence assessments and stakeholder dialogue under the section “Policies”, a section on “Strategy” that describes process for engagement and process to remediate negative impacts, and a section on “Actions” that highlights both completed actions and planned actions for the future. Where applicable, the chapter also includes targets and metrics related to each material topic. \ We have updated the text in the Governance and Employee section under Social to ensure full alignment with the requirements of the Norwegian Transparency Act. With these adjustments, the sustainability report, together with a brief sign-off document from the Board of Directors, will meet the Act’s reporting obligations. \ We have changed our supplier for our employee engagement survey. Previously, the survey used a 1–5 scale, with 5 as the highest score. In 2025, after transitioning to a new survey provider, we adopted an updated scale ranging from 0 to 100, with 100 representing the highest score. No significant errors have been identified in previous periods, but some minor corrections have been made to certain measurements. Such corrections are described in the note to the respective figures. Incorporation of ESRS requirements by reference to other parts of the annual report Information on how the business model addresses sustainability-related risks and opportunities (SBM-3) is disclosed within the relevant topical sections. Our description of how we have prioritized sustainability risks compared to other types of risks is described in the chapter on risk. Revenue per IFRS 8 segment is presented in Note 3 Segment information to the consolidated financial statements. The description of SATS’ governance bodies (GOV-1) and their work on sustainability issues (GOV-2) is included in the chapter on Corporate governance. As of the date of publication, we have no integration of sustainability matters into performance-based incentive schemes (GOV-3). An index of ESRS disclosure requirements compiled during the preparation of the sustainability report (IRO-2) is available in the Appendix. Risk management and internal control over sustainability reporting SATS sustainability-related risks and opportunities are overseen by the Sustainability Committee under a mandate from the Board of Directors. The committee supports the Board in its oversight responsibilities and reports annually to the Board of Directors and quarterly to the Audit Committee. It collaborates with relevant business units and may escalate any significant matters to the Audit Committee, the Nordic Management Group, or the Board of Directors. This oversight ensures that sustainability-related impacts, risks and opportunities are integrated into SATS’ operations and decision-making. In addition, the company’s external auditor conducts an annual review of the sustainability report, providing a limited assurance review of the sustainability report. The external audit is risk-based, with the auditors sharing their findings with the Audit Committee and SATS’ sustainability reporting team. The auditors also present their feedback to the Board in connection with the Board’s review and approval of the annual report. The main risks are related to the completeness and accuracy of the data and manual errors in the reporting process from gathering data from multiple systems and individuals to create the annual report. SATS has implemented controls based on its assessment of risks in the sustainability report, including access controls and automated data controls in the systems from which data is gathered and review controls for quantitative and qualitative data in the sustainability reports by business area and corporate functions. If allegations or incidents of corruption or bribery arise, SATS internal investigative committee will perform an independent investigation. The outcome of this investigation will then be presented to the Management if the severity is high or if there is a need for additional protocols to prevent, detect, and address such issues, ensuring continuous improvement and compliance. In other words, the role of the Supervisory Bodies is to ensure that SATS has effective controls in place to uphold proper business conduct. They bring extensive hands-on experience in overseeing business conduct, and when legal support is required, they rely on the company’s Legal department and relevant business units for guidance and recommendations to ensure proper conduct. The Sustainability Committee comprises of members with diverse expertise in sustainability matters, while the executive management team brings experience in integrating sustainability into business strategy and operations. The committee’s collective knowledge related to impacts, risks and opportunities includes energy efficiency, recruitment, public health, member engagement, and supplier management. Additionally, the company leverages external advisors, industry collaborations, and sustainability frameworks to supplement internal knowledge and stay informed on best practices. This combination of in-house expertise Structure and governance model for sustainability work in SATS BOARD OF DIRECTORS Responsible for the strategy AUDIT COMITTEE Sub-committee of the Board of Directors, functions as advisory committee for inter alia sustainability matters – as a first instance for reporting to the Board of Directors NORDIC MANAGEMENT GROUP Responsible for the implementation of the strategy BUSINESS UNITS Each member of the Nordic Management Group is responsible for managing ESG risks and opportunities in their business unit SUSTAINABILITY COMMITTEE Responsible for the day-to-day sustainability work, including risk analyses, sustainability reporting, implementing sustainability initiatives, etc. MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 34
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and external insights enables effective oversight and implementation of sustainability initiatives. The Sustainability Committee plays a key role in the target-setting process by suggesting targets related to material impacts, risks, and opportunities. These proposed targets are then reviewed and approved by the Nordic Management Group and the Board of Directors, ensuring alignment with the company’s strategic objectives. Once approved, progress towards these targets is monitored through regular reporting and oversight by both the executive management team and the Board. The Sustainability Committee continuously assesses performance against the established goals, providing updates and recommendations as needed to ensure accountability and progress in achieving the company’s sustainability commitments. These recommendations may include whether the company should acquire external expertise or invest in developing internal capabilities to effectively oversee sustainability matters. Due diligence for sustainability All material sustainability topics have been considered in the formulation of SATS’ overarching strategy. The corporate strategy is supported by specific strategies on climate change, energy management, members’ individual health and well-being, public health, working conditions, diversity, equality and discrimination, corporate culture, and supplier management. Requirements on sustainability due diligence and risk management, in line with our sustainability strategies, are embedded in business processes through SATS’ Group policies, including our health and safety policy, privacy policy, whistleblower policy, anti-corruption and anti- bribery policy, sustainable procurement policy, and the company’s code of conduct and guidelines for suppliers’ code of conduct. Our policies are reviewed and updated at least every second year, meaning that all policies have been reviewed in 2024 and are subject to revision in 2026. The sustainability report provides for each material sustainability topic an overview of the risk assessment and due diligence related to each sustainability issue as well as SATS’ assessment of identified negative impacts, measures to address identified impacts, and the results of these measures. SATS has conducted a thorough analysis of material sustainability-related impacts, risks, and opportunities in alignment with the ESRS framework and the double materiality requirements. This assessment is validated by SATS’ Sustainability Committee and the Nordic Management Group and approved by the Board. To ensure that administrative, management, and supervisory bodies are informed about material IROs, implementation of due diligence processes, effectiveness of related policies, actions, metrics and targets — the Sustainability Committee delivers an annual briefing. This includes presenting the findings of the annually reassessed double materiality assessment (“DMA”) and submitting the sustainability report for Board approval. Given the close alignment between SATS’ sustainability and commercial strategies, the annual briefing ensures that administrative, management, and supervisory bodies are fully informed about material impacts, risks, and opportunities. This enables them to effectively integrate these considerations when overseeing strategy, making decisions on significant transactions, and managing risk. By aligning decision-making and risk management practices with both our commercial and sustainability objectives, we ensure a cohesive approach to achieving our long-term business and sustainability goals. The double materiality assessment is based on input from SATS’ sustainability experts and employees responsible for people, environment, social responsibility, health and safety, compensation and benefits, diversity, inclusion and belonging, compliance, and risk management in the business, as well as input from risk management and sustainability functions in each business area. Involving risk management resources in the materiality assessment supports the identification and further evaluation of sustainability-related impacts and risks. Input from SATS’ corporate functions and business areas includes their summary of feedback received through their engagement with affected stakeholders and their interaction with external sustainability experts and users of our sustainability statement. The findings from risk assessments and internal controls conducted as part of the double materiality report are communicated to the relevant internal functions, ensuring that identified risks are appropriately addressed and managed. Stakeholder perspectives are integrated into the double materiality assessment, which is updated annually. SATS’ group functions and business areas compile feedback received through dialogue with affected stakeholders, sustainability experts, and users of our corporate and sustainability reporting. This ensures that the Board of Directors and the Nordic Management Group remain well- informed about stakeholder views and interests related to sustainability impacts. Impact materiality is assessed based on the risk that SATS’ activities or business relationships may have an actual or potential impact - whether positive or negative - on various sustainability themes. Financial materiality is assessed based on sustainability- related negative effects on SATS’ reputation, financial or commercial prospects (downside risk), and potential sustainability-related upside risks or opportunities for SATS. All sustainability-related impacts and risks deemed material to our affected stakeholders and users of the sustainability report are described in the sustainability report. However, not all sustainability-related risks in the sustainability report are specifically highlighted in SATS’ overall risk profile, as described in the section MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 35
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on risk management. To ensure that administrative, management, and supervisory bodies are well-informed about material impacts, risks, and opportunities, the implementation of due diligence processes and the effectiveness of policies, actions, metrics, and targets, the Sustainability Committee briefs these bodies annually on the outcome of the annually reassessed DMA and submits the sustainability report for Board approval. This process also enables these bodies to consider impacts, risks, and opportunities effectively when overseeing strategy, making decisions on major transactions, and managing risk processes. Strategy, business model and value chain SATS Group, through concepts such as SATS, ELIXIA, Fresh Fitness, SATS Yoga and SATS Online, is the leading provider of fitness and training services in the Nordics. Our key customers are people of all ages who live in the vicinity of one or our clubs. At the core of our business lies the strategic ambition to operate gyms efficiently and provide adjacent services that help members reach their fitness goals. Specifically, we focus on four strategic areas: attracting new members, engaging existing members, creating extraordinary moments and providing high-quality clubs. Our clubs and our 10,291 employees contribute positively to the health of our members and to public health as a whole, thereby creating a broader positive impact on society. Additionally, the establishment of new clubs generates local jobs and fosters social spaces within the communities we serve. While exercising is inherently sustainable, SATS’ activities and operations also result in negative impacts on the environment and people, which we strive to mitigate through targeted and systematic efforts. Some of the key sustainability challenges we face include improving energy efficiency, sourcing sustainable equipment and materials, enhancing Our value chain Positive impact Recruiting and advancing women and under- represented groups (S1) Wide offering of training and development opportunities (S1) Diverse workforce (S1) Members’ individual health and wellbeing (S4) Contributing and positively affecting public health (S4) Products and services available for all (S4) Strong corporate culture and great working environment (G1) Strong supplier management (G1) Negative impact GHG emissions (E1) Energy consumption (E1) Sustainability-related opportunities Inspiring the public and motivating more people to embrace fitness (S4) Sustainability-related risks Hiring mistakes (S1) 1 2 3 4 5 6 7 8 9 10 11 12 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 36
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supply chain transparency, adapting to evolving regulatory requirements, and meeting shifting consumer expectations. Our physical clubs and the energy required to sustain our operations contribute to environmental impacts, particularly in terms of emissions and energy use (E1). However, given our role as a service provider and our controlled rate of expansion, these emissions are relatively low in proportion to the size of our company and number of employees. Given that our strategy for attracting new members involves opening new gyms, this inevitably leads to increased emissions, and we are actively working to balance our strategic goals with initiatives to reduce these emissions. Our employees (S1) are essential to enabling us to operate and deliver offerings such as memberships to our fitness clubs, personal training sessions, physiotherapy services, and retail activities like selling sportswear, water, protein bars, and other products. Finally, the governance of SATS plays a crucial role in shaping the effects we have on both our company and society (G1). We believe the strong alignment between our material impacts, risks, and opportunities and our financial outcomes underscores the resilience of our strategy and business model. By proactively addressing these factors, we strengthen our capacity to manage environmental and social impacts and enhance our ability to respond and adapt to evolving risks and opportunities. This enables us to overcome challenges and deliver meaningful improvements in both environmental and social performance, while reinforcing our preparedness for future developments. This approach not only supports the well-being of our members – helping them live happier and healthier lives – but also fosters deeper loyalty and long-term engagement, ensuring sustained success for our business. Furthermore, our commitment to sustainability is integrated across all levels of our operations, from reducing energy consumption in our facilities to sourcing sustainable materials and enhancing supply chain transparency. By continuously adapting to evolving regulatory requirements and meeting shifting consumer expectations, we position ourselves to leverage new opportunities and mitigate potential risks effectively. This holistic approach to resilience ensures that SATS not only fulfills its role as a fitness and health leader but also contributes to a broader societal impact, aligning our commercial goals with the creation of long-term value for all stakeholders. Given that our commercial activities are relatively focused, with limited diversification across significant product and service groups, customer categories, geographical areas, and stakeholder relationships, our sustainability targets are not tied to these subcategories. Instead, they are aligned with our overall member base, the Nordic population at large, our employees, and our operations as a whole. We will come back to our sustainability targets in the section on the Double materiality assessment. MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 37
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double materiality assessment In the fall of 2024, SATS conducted a double materiality assessment in accordance with the CSRD. In 2025, the assessment was reassessed and updated to reflect finalized CSRD requirements and the latest guidance from EFRAG. The outcome of the reassessment was approved by the Board of Directors and the Nordic Management Group. The purpose of the double materiality assessment was to identify SATS’ material sustainability topics based on both impact materiality — SATS’ actual and potential positive and negative impacts on the environment, people and society — and financial materiality, defined as sustainability-related risks and opportunities with potential financial effects on SATS. The figure below illustrates the double materiality assessment we conducted. To gather essential information required in order to score and prioritize material topics for SATS, three data inputs served as the foundation for further analysis, categorization and prioritization. The illustration below shows the data points included in our assessment, comprising a combination of the company’s stakeholders and business model as well as trends and other external factors. \ Business: SATS’ strategy, policies and operating model were reviewed to assess the current business context and identify sustainability-related risks and opportunities. \ External factors: The external environment was analyzed to identify relevant market, societal and regulatory trends, including developments related to health, demographics, technology and regulation, as well as selected competitor dynamics. \ Stakeholder dialogue: Internal and external stakeholders were engaged through interviews, surveys and management workshops to identify sustainability topics considered material by both information users and affected stakeholders. Double materiality assessment outcome We have identified our impacts on the environment and society (impact materiality assessment) and the sustainability-related risks that we are exposed to (financial materiality assessment). The outcome, aggregated by ESRS topic, identified E1, S1, S4 and G1 as SATS’ material sustainability topics. The environmental impacts we have within E1 are linked to our physical locations and the energy used to maintain our operations. The deployment of new energy management solutions and improvement to our locations from an emission standpoint mitigate climate impacts but also require financial capital and human resources. The social impacts and risks we have within S4, S1 and G1 are closely linked to our strategic efforts to improve the physical and mental health of our members and the public. Moreover, we need our employees in order to deliver a great product. As the largest operator of health and fitness services in the Nordics, we bear a substantial responsibility to ensure decent working conditions for our employees and to build a corporate culture that facilitates our values so that we can reach our vision of making people healthier and happier. In December 2024, the Board of Directors approved five key performance indicators (KPIs) addressing SATS’ material sustainability priorities. These targets were established through a collaborative effort led by the Nordic Management Group and the Sustainability Committee, with the help of internal stakeholders, following a thorough review of the DMA outcomes, commercial objectives, and their alignment. Each of the targets is presented under the relevant sustainability topic. Business People, planet and society Double materiality assessment Impact materiality Outward Financial materiality Inward Business External factors Stakeholders MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 38
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Sustainability targets In December 2024, the Board of Directors resolved to approve four KPIs and targets, which are listed below within the material sustainability topics for SATS. In February 2025 the board approved of a fifth target, which we will begin reporting on from 2025: 1. Target relating to members’ individual health and well-being: We will annually measure and report on the number of workouts our members have had at one of our fitness clubs. The target each year is to increase the number of workouts more than the member base. 2. Target relating to public health: We will annually measure and report on the number of quality- adjusted life years (QALYs) generated by our members through physical activity registered at our clubs, and thus the socioeconomic welfare gains from our members reaching the World Health Organization’s (WHO) activity recommendations. The target each year is to increase QAL Y generated through training at SATS more than the member base. 3. Target relating to working conditions: The employee Net Promoter Score, based on employee survey questions relating to working conditions at SATS, will be measured annually. The target is to outperform the applicable reference index each year and to increase the participation rate from the previous year. 4. Target relating to corporate culture: The employee Net Promoter Score will be measured annually and is derived exclusively from employee responses to the question on their likelihood to recommend SATS as an employer. The target is to outperform the applicable benchmark each year and to increase the participation rate from the previous year. 5. Target relating to climate emissions: We will annually measure the GHG emissions from our operations and value chain. The target is to reduce emissions on an intensity basis, per club, by 30 percent by 2030 and attain net-zero emissions by 2050. We will continuously monitor these targets, to ensure that we work in a manner that enables us to meet them. Progress toward these targets is described under each relevant material sustainability topic. Material sustainability-related impacts, risks and opportunities The following tables list the sustainability-related impacts, risks and opportunities we have identified and assessed as material through our double materiality assessment process. As shown in the Materiality Matrix, four out of the ten ESRS topics are material to SATS. Each material ESRS topic is presented in the following tables, where we specify the sub-topics that our material impacts and risks relate to, e.g., climate change, energy management, own workforce etc. In addition, we indicate in the tables whether the impacts and risks are in our own operations (OO) or in upstream or downstream value chains (VC). We also show whether our impacts are positive or negative. Impacts are actual impacts unless otherwise specified as potential impacts. Brief descriptions of the material impacts and risks are included in the tables. More information on how we respond to the effects of our impacts and risks is included in the topical sections under Environment, Social, and Governance. Our scoring of impacts and risks has included mitigation actions that are already part of our daily operations to reduce or mitigate any negative impacts or risks. Therefore, the impacts and risks listed in the tables show residual impact or risk. Our material impacts are actual impacts, and as such, we do not disclose reasonably expected time horizons for potential impacts. There are no actual or anticipated financial effects on our financial position, performance, or cash flows from material risks and opportunities, and no significant risk of adjustments to asset and liability values in the next annual reporting period. In 2027, we will further refine our DMA process and methodology. We are mindful that material topics might change over time and that our assessment should be adapted to changes in external factors, internal developments, new stakeholder involvement, and so on. Following our review of impacts, risks, and opportunities, we have determined that they will not have a significant effect on our business model, strategy or decision-making, and we are still implementing strategic changes where necessary. Our approach to the identified material impacts, risks and opportunities are discussed under each relevant sustainability topic. Materiality matrix Risk and opportunity assessment Impact assessment Essential topicsSignificant topics Significant topicsNon-material topics G1S1 E1 E5S2 E2 E3 S4 Topics E1 Climate change S1 Own workforce E2 Pollution S2 Workers in the value chain E3 Water and marine resources S4 Consumers and end-users E5 Resource use and circular economy G1 Business conduct MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 39
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Environment (E1) CLIMATE CHANGE Material impact or risk Description CLIMATE CHANGE MITIGATION Negative impact (OO) (VC) GHG emissions from our operations in our clubs and production in our supply chain have a negative effect on the environment through the use of fossil fuels. Emissions from our supply chain production, our operations, and members driving to our clubs. We respond to this impact through our strategy to reduce the emissions from our operations and value chain. ENERGY Negative impact (OO) Energy consumption, mainly at our clubs Energy used in our daily operations, including energy derived from fossil-based fuels leading to GHG emissions. We respond to this impact through our strategy to decarbonize our operations and implement more energy efficient solutions. Social (S1) OWN WORKFORCE Material impact or risk Description WORKING CONDITIONS Risk (OO) Hiring mistakes Should we fail to attract, motivate and retain the right talents within our Group, our member experience could be adversely affected and thus result in increased churn. EQUAL TREATMENT AND OPPORTUNITIES FOR ALL Positive impact (OO) Recruiting and advancing women and under-represented groups, and working to ensure that they stay at SATS. We aim to ensure that men and women get equal pay for work of equal value. This is important because it ensures that SATS promotes gender equality and mitigates the gender pay and management gap in society. We aim to recruit, keep and support representation of underrepresented or marginalized groups in leadership and management. Positive impact (OO) Career progression through training and development. We provide numerous development opportunities through access to challenging assignments and experts across a wide range of professional fields. All employees participate in regular development discussions to foster continuous growth. This is particularly valuable for a significant portion of our workforce since SATS is their first professional employer. Positive impact (OO) Diversity resulting in innovative thinking and approaches. We aim to cultivate a diverse workforce that reflects our customer base as closely as possible, enabling us to deliver a product that is both inclusive and representative. Social (S4) CONSUMERS AND END-USERS Material impact or risk Description HEALTH AND SAFETY Positive impact (VC) (OO) Members’ individual health and well- being. Our business model and operations are closely aligned with this topic, and we focus on enhancing the physical well-being of our members, which has a direct impact on their health and safety. Positive impact (VC) (OO) Contributing and positively affecting public health Encouraging physical activity among our customers and the wider community not only enhances the health of our members but also contributes positively to public well-being and overall public health. Positive impact (VC) (OO) Products and services available for all. We do not discriminate when offering our products and services and given that we have products in a wide range of price categories, we are able to ensure the inclusion of as many consumers as possible, making the barrier to entry as low as possible. Opportunity (OO) Effectively inspiring the public and motivating more people to embrace fitness can lead to a significant increase in new club memberships. By successfully inspiring the public and motivating more people to work out, we a’re likely to see a boost in new memberships at our clubs. Governance (G1) BUSINESS CONDUCT Material impact or risk Description CORPORATE CULTURE Positive impact (OO) Strong corporate culture and great working environment A healthy corporate culture is essential for employee well-being at SATS, especially considering our large workforce. A good culture will benefit not only our employees but also society and our stakeholders, including business partners and members. MANAGEMENT OF RELATIONSHIPS WITH SUPPLIERS INCLUDING PAYMENT PRACTICES Positive impact (VC) Strong supplier management. We are dedicated to continuously strengthening our relationships with suppliers and business partners, as well as improving our due diligence to ensure that we are managing our relationships correctly. Our efforts are driven by the integration of evolving standards into our evaluation tools, along with an enhanced focus on optimizing supply chain management. As we navigate the ever- changing landscape of due diligence, our goal is not just to meet but to surpass the highest standards of integrity, transparency, and ethical conduct. MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 40
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Double materiality assessment methodology Our methodology has been refined in line with the finalized ESRS and latest guidance, informed by collaboration with industry peers and associations. These efforts ensure full compliance with DMA-related requirements by 2024, and we will continue to refine our approach as standards and regulations evolve. Scope In our operations, we conducted a thorough assessment of the impacts on both people and the environment while also identifying potential risks to our business. Additionally, we evaluated the broader impacts and risks across our value chain, equally focusing on upstream and downstream activities. These assessments drew on internal expertise and stakeholder engagement. This approach was particularly relevant in assessing impacts related to Health and Safety (ESRS S4). Our impact assessment addressed both the positive and negative consequences as well as the actual and possible impacts related to sustainability matters. In our assessment of financial materiality, we evaluated sustainability-related risks, like dependencies, that could potentially lead to negative financial effects on the business. Stakeholder engagement Stakeholder perspectives were a key input to the double materiality assessment, informing the identification, scoring and prioritization of SATS’ material sustainability topics. Stakeholders were grouped into (i) affected stakeholders and (ii) users of sustainability information, with several stakeholders belonging to both categories. Stakeholder dialogue was conducted through interviews with internal and external stakeholders, a member survey covering approximately 20 percent of members across Norway, Sweden, Denmark and Finland, and management workshops. While input from all stakeholders was considered, particular emphasis was placed on employees, the Board of Directors, investors and analysts, suppliers and partners, NGOs and voluntary organizations, unions, and members. These groups were prioritized due to their relevance to both impact and financial materiality. Operational employees across the Nordics provide first-hand insights into daily operations and member interactions, identifying improvement opportunities and sustainability- related impacts that informed the double materiality assessment. Members of the Nordic Management Group and employees working with sustainability matters contributed a strategic and managerial perspective, supporting the assessment of both impact materiality and financial materiality. The Board of Directors provided independent input combining financial oversight and operational insight, supporting the evaluation of both impact and financial materiality. Investors and analysts, as key users of sustainability information, provided input on financially material risks and opportunities, informed by market, regulatory and peer perspectives. Selected NGOs, voluntary organizations and partners contributed perspectives on broader public health, inclusion and societal impacts, beyond SATS’ direct member base. Members provided input on health, well-being and service accessibility, primarily through surveys conducted as part of the double materiality assessment and through ongoing customer interactions. Stakeholder engagement Employees Board of Directors Investors and analysts Creditors Media Research and academia NGOs, voluntary organizations and unions Public authorithies Competitors Suppliers and partners Local communities Members Internal External MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 41
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Key sustainability topics raised through stakeholder dialogue A fundamental part of the double materiality assessment was stakeholder involvement and dialogue. The topics below were recognized as the key sustainability topics from their perspective when looking at the totality of our conversations with them and the input they provided. Great emphasis was generally placed on working conditions and equal treatment and opportunities for all, given the importance of our employees for our brand value and the ability to engage members to use our facilities, thereby contributing positively to their physical activity while simultaneously ensuring a robust and growing member base for SATS. Number Key sustainability topics raised through stakeholder dialogue 1 1 SATS’ core activity improves the physical and mental health of the Nordic population. 2 2 It is challenging to exclusively associate physical activity with health-related aspects. Therefore, SATS needs to prioritize any unhealthy focus on building muscles or weight loss. 3 3 The value of exercising at SATS goes beyond mere physical activity and has a social value through building relations. 4 4 The importance of making SATS more accessible, where it is necessary to address and understand various barriers in order to increase accessibility. 5 5 Being a major industry player comes with significant responsibility, especially concerning employees and members, but also when it comes to environmental considerations. 6 6 SATS is a major employer, having a business that delivers services through its people. Employees are a crucial success factor for SATS, and their well-being is therefore important. 7 7 Although environmental considerations often are given relatively less attention compared to other factors, SATS strives to lower its environmental footprint. Source: sdgs.un.org/goals Scoring Impacts As per the ESRS guidance, we use the term “impacts” to refer to both positive and negative sustainability-related impacts. Impacts are actual impacts unless stated otherwise specified as that they are potential impacts. For positive impacts, materiality is based on: 1. the scale and scope of the impact for actual impacts; and 2. the scale, scope and likelihood of the impact for potential impacts. For actual negative impacts, materiality is based on the severity of the impact, while for potential negative impacts it is based on the severity and likelihood of the impact. In the scoring of the severity of our actual impacts, we use three parameters: scale, scope, and irremediable character. 1. When scoring scale, we assessed how grave the negative impact is on the environment or people after consideration of mitigation actions already in place. 2. When scoring scope, we assessed how widespread the impact is based on parameters such as environmental damage, percentage of employees, or financial spend to which the impact relates. 3. When scoring irremediable character, we assessed whether and to what extent the negative impacts could be reversed in terms of cost and time horizon. For potential impacts, an additional parameter of likelihood was scored. For negative actual impacts, each of the three dimensions above were scored and weighted equally for severity. For negative potential impacts, severity and likelihood were weighted 50/50. For positive actual impacts, scale and scope were scored and weighted equally for severity. For positive potential impacts, likelihood was also considered as for negative potential impacts. Risks We use the term risks and opportunities when referring to SATS’ sustainability-related financial risks and opportunities, including those derived from dependencies on natural, human and social resources as identified through our financial materiality assessment. We have assessed the connections between impacts, dependencies, and the associated risks and opportunities by evaluating how these factors interact. This evaluation considers the significance of dependencies and their influence on financial and operational risks and opportunities. If the dependencies are high and the influence is strong, this resulted in a higher impact or magnitude score, and vice versa. Additionally, we accounted for existing mitigation measures to ensure that the identified risks and opportunities reflect their residual impact after mitigation. In our risk scoring process, we assessed the potential financial magnitude using key financial effects based on financial intervals, which made up half of the overall score, while the likelihood of occurrence constituted the other half. These assessments accounted for existing risk mitigation measures. We analyzed the nature of potential impacts across various scenarios using assumptions informed by input from subject-matter experts. The financial effects (Magnitude) were categorized from 1–5, while likelihood was similarly rated. Given the lack of data for most of the risks identified, quantitative measures were largely supplemented by qualitative analysis, given the complexity of precisely defining potential sustainability risks in monetary terms. Thresholds and time horizons Our Sustainability Committee has set the materiality thresholds at significant. This means that impacts, risks and opportunities that scored as significant or above, and their associated ESRS topic, are deemed material. In our scoring of the different impacts, risks and opportunities, we have not deviated from the ESRS definition of short- (0-1 year), medium- (1-5 years) and long-term (5+ years) time horizons. Process Our DMA process began by actively engaging with stakeholders to gather their input, which helped us create a comprehensive longlist of sustainability topics, including all those covered in AR16. Following this, we initiated a thorough assessment of both impact materiality and financial materiality before setting a threshold to narrow down which topics are material. The five key steps we followed in this process are outlined below and explained in further detail on the next page. 1. Stakeholder engagement 2. Scoping of impacts, risks and opportunities 3. Assessment of individual impacts, risks and opportunities 4. Calibration of material impacts, risks and opportunities 5. Stakeholder and management review MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 42
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Impact and financial materiality 1. STAKEHOLDER ENGAGEMENT We examined the ten topics outlined in the ESRS, identifying subject-matter experts across business and Group functions with deep knowledge of each area. Several onboarding sessions ensured a shared understanding of the new regulations and the goals of the double materiality assessment. These experts brought valuable insights and in-depth knowledge of our daily operations in each area, which allowed us to identify, assess, prioritize and monitor impacts, risks and opportunities that have or may have impact or financial effects. 2. SCOPING OF IMPACTS, RISKS AND OPPORTUNITIES To prepare for the materiality assessment workshops, we reviewed internal resources such as impact reports, previous materiality assessments, stakeholder feedback, and risk reports. This process allowed us to identify specific activities, business relationships, and geographic areas that have heightened risk of adverse impacts. For example, we assessed the environmental and social risks associated with the production of retail goods and equipment in Asia, the energy consumption and emissions from our operations, and data privacy risks linked to third-party collaborations. These insights guided our scoping of ESRS sub-topics, ensuring that our assessment prioritizes the most material risks and impacts. 3. ASSESSMENT OF INDIVIDUAL IMPACTS, RISKS AND OPPORTUNITIES We conducted interactive workshops for all ESRS topics, where participants refined the pre-defined impacts, risks and opportunities, added new ones as necessary, and scored them across our operations and value chain using the ESRS E1 scoring methodology. We documented scoring rationales and relevant reference materials, evaluating a total of 49 impacts and 38 aggregated sustainability-related financial risk and opportunities scenarios. 4. CALIBRATION OF MATERIAL IMPACTS, RISKS AND OPPORTUNITIES We compiled the workshop data into a tool that aggregated scores and calculated the degree of materiality across five levels. We then validated the preliminary results and adjusted them as necessary. We conducted a final calibration across topics before finalizing the assessment. Based on the established materiality threshold, a final list of 25 material impacts and two sustainability-related financial risk and opportunities were classified as significant or higher based on our scoring criteria and materiality thresholds. 5. STAKEHOLDER AND MANAGEMENT REVIEW We presented the outcome of the DMA to internal stakeholders, the Nordic Management Group and the Audit Committee for review. MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 43
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statement of the eu taxonomy for sustainable economic activities SATS is a non-financial company subject to the EU Taxonomy Regulation based on Article 8 of the regulation and the simplification measures introduced by Commission Delegated Regulation (EU) 2026/73 of 4 July 2025 amending Delegated Regulation (EU) 2021/2178. The main objective of the taxonomy is to further assist investors and other stakeholders in making informed investment decisions on environmentally sustainable economic activities. During the 2025 financial year, the main activity of SATS Group - the offering of a variety of health and fitness services - was not included in the EU Taxonomy scope. SATS does, however, report on other applicable activities that are in scope of the EU Taxonomy reporting for the 2025 financial year. The SATS Group performed in 2025 an inventory of its activities according to the regulation. The Group has not identified any activities that it considers to be eligible for turnover reporting according to the regulation. However, the Group has identified several crosscutting activities related to climate change mitigation that it considers to be eligible for CapEx and OpEx reporting. For 2025, the SATS Group performed an alignment assessment for these economic activities. Screening and assessment procedures There are certain predefined criteria for determining whether an economic activity can be classified as environmentally sustainable. When identifying taxonomy- eligible and -aligned economic activities within SATS Group, SATS has followed the procedure outlined in the regulation, which consists of the following phases: \ Identification of eligible activities \ Identification of aligned activities \ Calculation of turnover, CapEx and OpEx We identified our taxonomy-eligible activities by screening the economic activities in the Climate Delegated Act (Commission Delegated Regulation (EU) 2021/2139), the Complementary Climate Delegated Act (Commission Delegated Regulation (EU) 2022/1214), the Environmental Delegated Act (Commission Delegated Regulation (EU) 2023/2486), and the amendments to the Climate Delegated Act (Commission Delegated Regulation (EU) 2023/2485). Article 3 of Regulation (EU) 2020/852 sets out criteria which an economic activity must meet to qualify as environmentally sustainable (taxonomy-aligned): \ Substantially contribute to one or more of the six environmental objectives. \ Do no significant harm (DNSH) to the other five objectives. \ Comply with minimum safeguards covering social and governance standards. \ Comply with the technical screening criteria (TSC) for the environmental objectives. Taxonomy-alignment of our eligible activities has subsequently been assessed against Annex I of the Climate Delegated Act. The TSC for the environmental objectives have been assessed per activity. Minimum safeguards have been assessed on Group level. In accordance with the simplification measures introduced by the amendments to the Taxonomy Regulation, the materiality principle has been applied on all activities identified as eligible to assess whether they qualify as material. If an activity is identified as eligible, but not material it will not be included in the relevant table. Accounting principles Turnover Total turnover refers to the amounts derived from the sale of products and services after the deduction of sales rebates, value-added tax, and other taxes directly linked to turnover (Accounting Directive, 2013/34/EU). For more information about turnover, please see the SATS consolidated income statement. Capital expenditure (CapEx) Total CapEx corresponds to additions, to balance sheet items including property, plant and equipment and intangible assets, before depreciation, amortization or impairment and excluding any translation effects, as specified in Note 9 Intangible assets and Note 11 Property, plant and equipment to the consolidated balance sheet, complemented by additions/ changes in IFRS16 classified right-of-use assets as specified in Note 10 Leases to the consolidated balance sheet. For more information about CapEx, please see the SATS Group balance report.. Operating expenditures (OpEx) In SATS Group’s reporting, total OpEx includes repair and maintenance related to day-to-day servicing of property, plant and equipment assets necessary to ensure continued and effective use. For more information about OpEx, please see the consolidated income statement. MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 45
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Identifying eligible activities Turnover In order to assess whether our activities related to turnover are eligible, our first step has been to define the activities. For SATS, these include the following: \ Revenue related to membership to our training facilities. \ Revenue related to the sale of personal training and physiotherapists to our members. \ Revenue related to retail activities, including sportswear, water, and protein bars. These activities are not currently included in the Climate Delegated Act. As such, we have not found there to be any economic activities related to our turnover that are eligible. In summary, 0 percent of our turnover is eligible. CapEx and OpEx To evaluate the eligibility of our CapEx- and OpEx-related activities, we conducted a thorough screening of our economic activities against Annex I of the Climate Delegated Act. This process also involved utilizing the EU Taxonomy Compass. For SATS, the activities assessed as eligible are as follows: 7.3 INSTALLATION, MAINTENANCE AND REPAIR OF ENERGY EFFICIENT EQUIPMENT SATS Group is engaged in various energy efficiency initiatives, many of which are minor or relate primarily to financial support activities rather than direct investments. However, a notable project includes the ongoing LED retrofit program, which involves replacing all lighting in SATS Group clubs with energy-efficient LED solutions. This project was started in 2023 and is ongoing. This activity is assessed as eligible for both CapEx and OpEx. The materiality principle has been applied to activity 7.3. Although the LED retrofit program and have been identified as falling within the scope of CapEx, the related amounts have been assessed as immaterial and are therefore not included in the table. 7.5 INSTALLATION, MAINTENANCE AND REPAIR OF INSTRUMENTS AND DEVICES FOR MEASURING, REGULATION AND CONTROLLING ENERGY PERFORMANCE OF BUILDINGS SATS has also installed an energy management system in select clubs in Norway. This system automates ventilation management, optimizing airflows based on demand fluctuations throughout the day. Similar ventilation systems are installed in clubs in other countries, though these systems are often owned by landlords. This activity is assessed as eligible for CapEx. The materiality principle has been applied to activity 7.5. Although the installation of energy management systems has been identified as falling within the scope of CapEx, the related amounts have been assessed as immaterial and are therefore not included in the table. 7.7 ACQUISITION AND OWNERSHIP OF BUILDINGS SATS Group does not own any buildings as of 2025. The Group does, however, have an extensive amount of right- of-use assets since all SATS Group club locations are leased. All of SATS Group’s new or renegotiated right-of- use assets fall under the EU Taxonomy economic activity 7.7 Acquisition and ownership of buildings included in our taxonomy reporting. This activity is assessed as eligible for CapEx. Alignment assessment SATS Group has assessed the economic activities considered eligible and, with regard to alignment, concluded the following. 7.7 ACQUISITION AND OWNERSHIP OF BUILDINGS We have acquired five new leases in 2025, none of the new or renegotiated right-of-use assets meet all of the TSC for substantial contribution to climate change mitigation. As a result, 0 percent of our CapEx related to 7.7 is aligned. Compliance with the criteria for not causing significant harm (DNSH) As noted above, none of our CapEx related to 7.7 is aligned. Consequently, there is no requirement to assess the criteria for “Do No Significant Harm.” Compliance with the minimum safeguards The Taxonomy Regulation describes minimum safeguards in line with the principles defined by the OECD Guidelines for Multinational Enterprises, the UN Guiding Principles on Business and Human Rights, the ILO Declaration on Fundamental Principles and Rights at Work, the ILO’s eight fundamental conventions, and the International Bill of Human Rights. Our economic activities are carried out in compliance with the minimum safeguards criteria set out by the EU Taxonomy Regulation and do not violate social norms, including human rights and labor rights. Our strategy for ensuring these minimum safeguards throughout our company and value chain consists of leveraging the following elements: our Code of Conduct, our Suppliers Code of Conduct and our due diligence process (including our screening suppliers’ promotion and respect for human rights and decent working conditions throughout the value chain). More information regarding our safeguards can be found in our sections on human rights and bribery and corruption. MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 46
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Proportion of turnover, CapEx, OpEx from products or services associated with Taxonomy-eligible or Taxonomy-aligned economic activities – disclosure covering year 2025 (summary KPIs) Financial year 2025 KPI (1) Total (2) Propotion of Taxonomy eligible activities(3) Taxonomy aligned activities (4) Proportion of Taxonomy aligned activities (5) Environmental objective of Taxonomy aligned activities Climate Change Mitigation (6) Climate Change Adaptation (7) Water (8) Circular Economy (9) Pollution (10) Biodiversity (11) Proportion of enabling activities (12) Proportion of transitional activities (13) Not assessed activities considered non- material (14) Taxonomy aligned activities in previous financial year 2024 (15) Proportion of Taxonomy aligned activities in previous financial year 2024 (16) Text MNOK % MNOK % % % % NOK % Turnover 5,509 0% 0 0% 0% 0% 0% 0 0% CapEx 1,139 73% 0 0% 0% 0% 1% 6 1% OpEx 494 0% 0 0% 0% 0% 0% 0 0% MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 47
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Proportion of CapEx from products or services associated with Taxonomy-eligible or Taxonomy-aligned economic activities – disclosure covering year 2025 Financial year 2025 Economic Activities (1) Code (2) Taxonomy eligible KPI (Proportion of Taxonomy eligible CapEx) (3) Taxonomy aligned KPI (monetary value of CapEx) (4) Taxonomy aligned KPI (Proportion of Taxonomy aligned CapEx) (5) Environmental objective of Taxonomy aligned activities Climate Change Mitigation (6) Climate Change Adaptation (7) Water (8) Circular Economy (9) Pollution (10) Biodiversity (11) Enabling activity (12) Transitional activity (13) Proportion of Taxonomy aligned in Taxonomy eligible (14) Text % MNOK % (E where applicable) (T where applicable) % Acquisition and ownership of buildings CCM 7.7 73% 0 0% 0% Sum of alignment per objective Total KPI (CapEx) 73% 0 0% 0% 0% 0% MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 48
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climate change (E1) Material impacts, risks and opportunities Reducing greenhouse gas (GHG) emissions globally is imperative. As a provider of health and fitness services, SATS’ emissions are limited compared to more industrial corporations; however, our operations rely on energy and materials that contribute to GHG emissions and climate change. Climate change is one of the four key material topics identified by SATS. Given its significance, we have set a target for reducing GHG emissions in 2025 and will begin reporting on it in our 2025 report. In the meantime, we will work on reducing emissions where we can, becoming more energy efficient and continuing to report our GHG emissions in a full climate account annually. While we do not currently have a formal transition plan, it is at this stage uncertain whether such a plan will be required, and if so, when it would be developed. However, we have established environmental targets and actively work to meet the growing demand for sustainable products and services. Sustainability considerations are an integral part of how we develop and evolve our business. In 2025, SATS conducted a reassessment of its climate- related impacts, risks and opportunities in accordance with ESRS E1, focusing on the resilience of the company’s strategy and business model in relation to both physical and transition climate risks. As part of this assessment, SATS evaluated whether and how its assets and business activities could be exposed to climate-related physical hazards over the short- (0-1 year), medium- (1-5 years) and long-term (5+ years). The assessment considered the nature and geographic location of SATS’ assets and operations, expected useful life of SATS’ assets, including the typical duration of lease agreements and the lifespan of key equipment, and the characteristics of the climate-related hazards relevant to the regions in which the company operates. Physical climate risks were assessed by considering potential acute and chronic hazards, including temperature changes, water availability, and other relevant environmental impacts, and by evaluating the extent to which SATS’ assets and activities could be exposed to or sensitive to such hazards. In other words, SATS has not applied the methodology described in AR 11(c) in full, but has adapted the approach to reflect the nature, scale and risk profile of the company’s operations. The assessment did not include quantitative scenario- based modelling of exposure or sensitivity to physical climate risks. Based on this assessment, no material physical climate-related hazards were identified for SATS’ assets or business activities across the assessed time horizons. In parallel, SATS assessed potential climate-related transition risks and opportunities over the short-, medium- and long-term, taking into account regulatory developments, market and technological changes, and potential reputational considerations relevant to the company’s operations and value chain. This assessment did not identify any material transition risks or opportunities at this time. No material physical or transition climate-related risks or opportunities were identified. Consequently, no further assessments of exposure, sensitivity, or climate scenario analysis were performed. Based on this assessment, SATS concludes that its strategy and business model are resilient to identified climate-related risks and well-positioned to respond to evolving climate conditions and regulatory requirements. To identify our material impacts related to climate change, we have analyzed our value chain, assessed all relevant impacts and risks, and evaluated them while accounting for mitigating measures. As a result, we have screened out certain risks, such as the financial impact of energy consumption - due to our hedging of energy prices - and water scarcity - given our Nordic location. Based on our DMA, we have identified two key negative impacts related to climate change - emissions from our operations and clubs, as well as energy consumption at our clubs - as climate-related transition risks. As a long-standing market leader in sustainability in the fitness industry, we recognize that we have a key role in reducing negative impacts, such as emissions and energy usage from our clubs and operations, to ensure the successful transition to net-zero emissions by 2050. We therefore track and monitor company-wide emissions to track our progress and utilize our emissions data internally to anchor our strategic initiatives. These initiatives include, for example, strategic initiatives related to reducing Scope 3 emissions. To contribute to the global net-zero goal in the most impactful way, we are committed to going beyond the reduction of our own emissions and contributing to climate action outside our own operations. We are committed to not only measuring and tracking greenhouse gas emissions but also actively working towards their reduction. Our approach to our own operations includes phasing out cars running on fossil fuels. To address possible Material impacts, risks and opportunities (IROs) IDENTIFIED IRO CATEGORY VALUE CHAIN CO2e emissions from our supply chain production, operations and members driving to our clubs. \ Upstream \ Own operations \ Downstream Energy used in our daily operations, including energy derived from fossil-based fuels leading to consumption at our clubs \ Own operations Negative Impact Positive impact Risk Opportunity! MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 49
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negative impacts in our value chain, we actively engage and partner with suppliers to ensure that we can reduce emissions through our shared commitment to sustainable practices, streamlined logistics, and responsible sourcing initiatives. Policies To support progress toward emission reduction goals, SATS has implemented a Sustainable Procurement Policy. The policy defines obligations for SATS and its suppliers related to the management of climate change mitigation impacts, risks, and opportunities. It outlines our commitment to evaluating the environmental effects of our procurements, establishing clear and unambiguous expectations for our suppliers, and assessing whether our procurement practices support our pathway to achieving net-zero emissions by 2050. Additionally, it ensures that the products, services, and initiatives we procure support the elimination of waste and emissions from our operations and clubs, as well as energy consumption from our operations, our two material climate-related impacts, thereby driving overall sustainability. The policy applies to all employees involved in procurement and covers all goods and services without exclusions. Accountability lies with the CEO, with monitoring delegated to the CFO. It incorporates third-party standards via the SATS Group Supplier Code of Conduct, which embeds sustainability criteria in supplier agreements. Stakeholders’ interests are addressed by leveraging procurement to enhance environmental and social outcomes. The policy is communicated through education, training, and clear guidelines to ensure alignment and compliance across the organization. This policy does not address climate change adaptation or other environmental areas beyond climate change mitigation. However, we are implementing several actions to mitigate these areas, as well as our material impacts. Our organization is in an early phase of developing structured processes to track the effectiveness of policies and actions related to material sustainability- related impacts, risks, and opportunities. While a formal system for monitoring and evaluation is not yet fully established, this area has been identified as a priority for further development. Similarly, a clearly defined level of ambition for sustainability goals and a comprehensive set of qualitative and quantitative performance indicators are currently under development. We acknowledge the importance of such frameworks and are committed to progressively strengthening our governance, measurement, and reporting practices to ensure that sustainability initiatives are aligned with strategic objectives and deliver meaningful outcomes. We are in the process of assessing the potential for integrating these mechanisms and will prioritize developing measurable objectives and indicators as part of our future sustainability framework. Strategy The Board of Directors has climate risk on its agenda and our Nordic Management Group has integrated climate risks into the company’s risk management system and in its d long-term strategy. The climate strategy is currently not integrated into the executive management’s compensation, but all significant investment decisions, where relevant, are evaluated for their impact on our climate strategy. The majority of our GHG emissions arise from Scope 3 activities in the value chain, limiting direct operational control but informing targeted reduction measures. Most of the actions needed to achieve our emissions target will require resources in the form of human capital, time, and financial investment. However, some measures have minimal costs, such as switching suppliers or upgrading equipment. MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 50
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Moving forward, we will implement a range of initiatives - some with an immediate impact on emissions, while others will require long-term investment. Given our strong financial position, we do not see resource availability as a constraint. Instead, our main challenge lies in identifying and effectively rolling out the most impactful actions across our large organization, which spans 273 clubs in four countries. The scale and complexity of our operations add an additional layer of coordination, making efficient implementation a key focus. Our GHG reduction efforts can be categorized into three key decarbonization levers: energy efficiency, electrification, and circular economy measures. As of now, we do not track achieved or expected GHG emission reductions, the cost of implemented decarbonization actions or the allocation of CapEx and OpEx required to implement the actions that are reported in our taxonomy reporting. At this stage, we do not plan to introduce additional future actions, as we believe our current initiatives provide sufficient scope for further emissions reductions. Our focus is therefore on successful and effective implementation of these actions rather than introducing new measures. Electrification Emissions from our car park Our Scope 1 emissions are minimal, mainly arising from our small car park, where we are actively working to further reduce our impact. Since 2022, SATS has increasingly transitioned to electric vehicles, using fossil fuel-powered cars only where charging infrastructure is insufficient. Replacing fossil fuel cars with electric alternatives requires in part that the infrastructure in our operative countries is sufficient to service the cars we use in our operations, including service cars. It is also necessary for the available electric service cars to have adequate efficiency when it comes to driving longer distances and heavier loads. With respect to Norway, the infrastructure for electric cars makes its more feasible for SATS to have a larger electric car fleet than in the other countries. The ambition is therefore to replace most service cars in Norway with electric cars as the leasing contracts expire. It is, however, necessary to keep some fossil service cars going forward for purposes of driving longer distances with heavier loads. SATS’ long-term target is to have an all-electric car fleet across its operative countries, provided that the infrastructure and quality of electric service cars are adequate for SATS’ needs. Energy efficiency As of December 31, 2025, a growing number of our clubs have adopted digital solutions that promote more efficient energy consumption. In the short term, SATS aims to expand the adoption of such solutions across more clubs. Ultimately, our objective is for all SATS operated clubs to be equipped with these energy-efficient technologies. SATS’ energy efficiency measures target the primary sources of electricity consumption, including ventilation, lights, fridges, heated group training studios, and saunas - and reducing the energy consumption of these by introducing more energy-efficient solutions and digital management systems. Ventilation Ventilation represents a primary energy consumer in our clubs, drawing our sustained attention. All new SATS clubs are constructed with demand-controlled ventilation, optimizing their usage. Additionally, in select high-consumption clubs in Norway, we have deployed systems that automatically adjust ventilation levels based on demand fluctuations throughout the day. For instance, peak hours necessitate more air circulation compared to quieter periods like late evenings or nights when the clubs are closed. Similar ventilation systems, albeit often landlord-owned, are installed in our clubs across Sweden, Denmark, and Finland. In tandem with smart ventilation solutions, SATS employs manual processes to curtail energy consumption, such as activating ventilation only during opening hours. While manual operation requires routine management due to varying club schedules, it remains a viable alternative. Going forward, SATS aims to expand the adoption of identified ventilation-efficiency solutions and explore new methods as energy management technologies evolve. Continued dialogue with landlords remains essential as they typically own and control ventilation systems. Transition to LED-lights Lighting constitutes a significant portion of SATS’ electricity usage. To address this, we employ two strategies: firstly, installing LED lights to enhance efficiency and decrease energy consumption per light, and secondly, reducing the duration that lights are illuminated in our clubs. The latter involves utilizing sensor systems and fostering communication with staff and members to ensure lights are switched off when rooms are unoccupied. LED lighting is standard in all new club constructions and renovation projects involving lighting. For existing clubs, the installation of LED lights is evaluated through a cost- benefit analysis. SATS also implements various initiatives tailored to each club’s size and visitation patterns to minimize lighting duration and consequent energy usage. In 2023, SATS initiated a systematic transition of all clubs to energy-efficient LED lighting. Presently, approximately 40 percent of SATS clubs have LED lights installed in all areas, while the remaining 60 percent have LED lights in some parts or none at all. This transition will continue over the coming years, prioritizing clubs based on their importance, current lighting fixture conditions, and remaining bulb lifespans. Heated group training studios SATS provides specific group training classes that necessitate heated studios. These studios were first established over a decade ago and benefitted from advancements in technology that have since improved both heaters and room construction for enhanced energy efficiency. To optimize energy usage, SATS has installed timers on heaters, ensuring they activate before classes and deactivate afterward. Additionally, instructors are encouraged to minimize door opening times to prevent heat loss. While hot studios are currently only present in a minority of clubs, their popularity is growing. Recognizing the increasing demand, SATS plans to continue offering this product, with the potential for further expansion. In pursuit of energy efficiency, SATS has initiated a project to assess whether a heat pump system or infrared-based solution is a more energy-efficient alternative to electric heating for heated studios. This innovation aims to reduce energy consumption for heating by one-third. Saunas Some SATS clubs provide saunas, with a few offering steam baths as well. To streamline energy usage, SATS has fitted a large portion of its saunas with timers. These timers maintain a low temperature during club hours, with members able to temporarily increase heat by pressing a button. Going forward, all new saunas, except those located in Finland, will include timers to enhance energy efficiency. Water Water conservation is not currently a primary environmental focus for SATS. However, we recognize MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 51
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the importance of minimizing water usage and are committed to exploring ways to contribute to lower water consumption, particularly within our clubs. The majority of water consumption at SATS’ clubs occurs in the showers and when staff are during cleaning, handwashing, and refilling water bottles. To promote efficient water management, our showers are equipped with low-water consumption features. Additionally, we utilize shower heads that distribute water sparingly and are equipped with timers, with a standard setting that automatically shuts off the water after approximately 30 seconds. Furthermore, in select toilets and sinks, we employ motion sensor technology to regulate and reduce water usage. Circular economy measures One of our greatest successes - and an area we continue to improve - is our maintenance program, which has enabled us to repair and extend the lifespan of our equipment park. Additionally, we have adopted new suppliers and products to expand our portfolio of recyclable materials across our locations. Looking ahead, we plan to transition to more digital solutions to reduce our reliance on paper. Actions Our own operations During 2025, we took the following actions: \ We continued to extend the life expectancy of our equipment park by several years through our repairs and maintenance program. \ We transitioned to sustainably produced paper, which is produced without any fossil CO2 emissions. \ We implemented energy management systems at more clubs and enhanced the efficiency of existing systems where they are already implemented. \ We replaced 85 percent of paper-based group training tickets with digital tickets. Value chain During 2025, we took the following actions: \ We began working with our key suppliers, focusing on the emissions generated by their products in order to more accurately assess the carbon footprint across our supply chain. Future actions For 2026-2027, we are planning the following actions: Our own operations \ We will implement new energy management systems at more clubs and enhance the efficiency of existing systems where they are already implemented. \ In 2026, we will continue to phase out our fossil-fueled vehicles. \ We are committed to increasing the use of recyclable supplies in our operations and will actively seek alternatives that may further reduce our emissions. Value chain We will engage with suppliers on the emissions produced from their operations and value chain. We will actively engage key suppliers, which account for more than half of our total procurement spend and encompass some of the most carbon-intensive segments of our supply chains. Target SATS annually measures and reports greenhouse gas (GHG) emissions across its operations and value chain, covering Scope 1, Scope 2 and relevant Scope 3 categories, in accordance with the GHG Protocol. The emissions data forms the basis for monitoring progress toward the company’s long-term climate ambitions. SATS’ climate target is to reduce total GHG emissions by 30 percent by 2030, using 2022 as the base year, and to achieve net-zero emissions by 2050. For the purpose of target tracking, the target is measured on an intensity basis using number of clubs, reflecting the nature of SATS’ business model. The target addresses SATS’ material climate-related impacts, which are primarily linked to energy consumption in clubs and emissions in the value chain. To ensure comparability over time, Scope 3 emissions in 2025 have been adjusted for inflation at country level for categories calculated using spend-based methodologies from the baseline. This adjustment aims to isolate changes in emissions from changes in price levels and provides a more accurate basis for assessing underlying emissions performance. In 2022, SATS operated 275 clubs, with total GHG emissions of 50,846 tCO2e, corresponding to an emissions intensity of 184.89 tCO2e per club. In 2025, SATS operated 273 clubs, while total GHG emissions amounted to 50,692 tCO2e, corresponding to 185.68 tCO2e per club. This represents an absolute reduction of 154 tCO2e compared to the base year, while emissions intensity per club increased by 0.43 percent. Emissions from own operations (Scope 1 and Scope 2, location-based) continued to decline in 2025, reflecting the impact of energy efficiency measures and the ongoing electrification of the vehicle fleet. Scope 3 emissions, which represent the majority of total emissions, remain the main driver of overall emissions and continue to be influenced by capital goods and purchased goods and services. Progress toward the climate target is monitored through annual reporting and reviewed periodically by management and the Board of Directors. SATS MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 52
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will continue to focus on improving data quality, strengthening supplier engagement and gradually increasing the use of activity-based data in Scope 3 calculations to enhance the accuracy and robustness of emissions reporting over time. Note E1.1 Total greenhouse gas emissions in the company’s operations (Scope 1–3) Reporting principles Total direct and indirect (Scope 1 and Scope 2) greenhouse gas emissions in SATS’ consolidated operations. Emissions are reported by segment. GHG emissions are calculated based on the principles of the GHG Protocol. Direct greenhouse gas emissions (Scope 1) are calculated based on the direct emissions from our company cars since SATS does not consume any fossil fuel other than through company cars. The reported direct emissions are comparable to Scope 1 emissions as defined in the GHG Protocol. All reported greenhouse gas emissions are converted to CO2 equivalents (CO2e). The calculation method is activity-based data with DEFRA’s Government Greenhouse Gas Conversion Factors. Emissions related to non-electric company cars amounted to 139 tCO2e, down 0.7 percent from 2024. SATS does not consume any fossil fuel other than through company cars. The total Scope 1 emissions thus totaled 139 tCO2e, which is equivalent to 0.3 percent of the total emissions by the company. When preparing the information on gross Scope 1 we have not included any removals or any carbon credits or GHG allowances in the calculation of Scope 1 GHG emissions. Indirect greenhouse gas emissions (Scope 2) are calculated based on SATS’ electricity consumption. Reported indirect emissions cover greenhouse gas emissions from purchased electricity and emissions from SATS gyms and offices. The reported indirect emissions are comparable to Scope 2 emissions according to the GHG Protocol. We report indirect emissions according to activity-based data with AIB Guaranteeing the origin of European energy’s emission factors. The location- based electricity emissions were 3,274 tCO2e in 2025, representing a 13.4 percent decrease compared to 2024. Indirect (Scope 3) GHG emissions encompass emissions associated with various activities, including purchased goods and services, fuel- and energy-related activities, upstream and downstream transportation and distribution, and processing of sold products for the whole SATS Group. SATS introduced its Scope 1–3 emissions for the first time in 2021 and has since adopted 2022 as the base year. These emissions are calculated and reported based on activity-based and spend-based data, utilizing well known and recognized emission factors such as DEFRA’s Government Greenhouse Gas Conversion Factors, AIB Guaranteeing the Origin of European Energy, DFØ Direktoratet for Forvaltning og Økonomistyring, and SSB Statistisk Sentralbyrå. In 2025, Scope 3 emissions increased by 6.4 percent to 48,479 tCO2e, primarily due to increased investment in capital goods. We see an opportunity for SATS to leverage its influence on vendors and partners to further reduce their GHG emissions. When preparing the information on gross Scope 3, 0.7 percent of the GHG emissions are calculated using primary data obtained from suppliers or other value chain partners. For Scope 3, category 7, we have assessed the availability of relevant data. In line with guidance, categories should be estimated to the best of our ability where data is not readily available. We have performed an assessment and concluded that any estimate for category 7 would be associated with high uncertainty and is considered immaterial. Therefore, it has been excluded from the climate accounts. Categories 8–10 and 15 have been excluded as the related activities fall outside the scope of our operations and value chain. CLIMATE ACCOUNTS Retrospective Milestones and target years Base year 2022 2024 2025 % 2030 2050 Annual % target / Base year Scope 1 GHG emissons Gross Scope 1 GHG emissons (tCO2eq) 155 140 139 -1.4% Percentage of Scope 1 GHG emissions from regulated emission trading schemes % 0% 0% 0% 0% Scope 2 GHG emissons Gross location-based Scope 2 GHG emissons (tCO2eq) 3,346 3,781 3,287 -13.1% Gross market-based Scope 2 GHG emissons (tCO2eq) 18,545 31,471 26,284 -16.5% Significant scope 3 GHG emissions Total Gross indirect (Scope 3) GHG emissions (tCO2eq) 47,345 45,571 48,479 6.4% 1 Purchased goods and services 30,887 29,544 30,430 3.0% 2 Capital goods 7,232 8,308 9,410 13.3% 3 Fuel and energy-related Activities (not included in Scope 1 or Scope 2) 1,144 1,204 1,181 -1.9% 4 Upstream transportation and distribution 50 60 98 64.5% 5 Waste generated in operations 43 17 9 -45.6% 6 Business traveling 453 540 514 -4.8% 7 Employee commuting 0 0 0 0% 8 Upstream leased assets 0 0 0 0% 9 Downstream transportation 0 0 0 0% 10 Processing of sold products 0 0 0 0% 11 Use of sold products 1,041 1,050 1,230 17.2% 12 End-of-life treatment of sold products 6,481 4,850 5,606 15.6% 13 Downstream leased assets 13 0 0 0% 14 Franchises 1 0 0 0% 15 Investments 0 0 0 0% Total GHG emission Total GHG emission (location-based) (tCO2eq) 50,846 49,492 51,905 4.9% -30%¹ 0 3.75% Total GHG emission (market-based) (tCO2eq) 66,045 77,182 74,901 -3.0% TOTAL GHG EMISSION BY COUNTRY FOR THE YEAR 2025 Norway Sweden Denmark Finland Total GHG emission (location-based) (tCO2eq) 21,672 17,339 5,596 7,298 Total GHG emission (market-based) (tCO2eq) 38,567 18,774 7,870 9,690 1. The 30% reduction target refers to a GHG intensity reduction per club, measured as total GHG emissions (tCO₂e) per club, compared to the 2022 baseline. MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 53
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Note E1.2 Energy consumption and mix Reporting principles Total energy consumption in SATS’ consolidated activities, reported together for the group. Energy consumption currently covers purchased energy, and includes heating, cooling, and electricity usage. ENERGY CONSUMPTION AND MIX 2025 2024 Total fossil energy consumption (MWh) 49,200 61,444 Share of fossil sources in total energy consumption (%) 51.93% 60.62% Consumption from nuclear sources (MWh) 22,438 19,736 Share of consumption from nuclear sources in total energy consumption (%) 23.68% 19.47% Fuel consumption for renewable sources, including biomass (MWh) 0 0 Consumption of purchased or acquired electricity, heat, steam, and cooling from renewable sources (MWh) 23,111 20,176 The consumption of self-generated non-fuel renewable energy (MWh) 0 0 Total renewable energy consumption (MWh) 23,111 20,176 Share of renewable sources in total energy consumtion (%) 24.39% 19.91% Total energy consumption (MWh) 94,749 101,356 Note E1.3 Energy intensity and GHG emissions intensity Reporting principles Energy intensity and GHG emission intensity based on total revenue is calculated based on total Scope 1 and 2 emissions, divided by total revenue as reported in the consolidated income statement. Energy intensity and GHG emission intensity based on employee is calculated based on total Scope 1 and 2 emissions, divided by total employees. ENERGY INTENSITY 2025 2024 Energy consumption MWh/total revenues (NOK million) 17.2 20.0 Energy consumption MWh/employees 9.2 10.3 GHG EMISSIONS INTENSITY 2025 2024 Tonnes CO2e/total revenues (NOK million) 0.6 0.7 Tonnes CO2e/employee 0.3 0.4 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 54
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own workforce (s1) Material impacts, risks and opportunities and policies In our DMA, we identified recruiting and advancing women and under-represented groups, training and development and diversity as positive impacts, and hiring mistakes as material operational risk. SATS’ strategy prioritizes employee well-being and professional growth as key enablers of operational performance and member experience. The Board of Directors has placed working conditions at the forefront of its agenda, while our Nordic Management Group has seamlessly integrated these considerations into the company’s overarching risk management framework and newly devised three-year strategy. However, no resources are allocated specifically to the management of the identified positive impacts and risks identified. We believe that fostering an open and constructive dialogue with our workforce is paramount, particularly during periods of organizational change or operational adjustments. SATS is committed to engaging with employee representatives in a transparent and collaborative manner, adhering to local regulations and collective bargaining agreements. Our focus on employee safety goes beyond mere legal compliance, encompassing proactive risk management measures and comprehensive training initiatives to ensure a safe and supportive environment for all employees. Policies Our approach SATS’ policies are designed to respect human rights, ensure decent working conditions, and support responsible business conduct across operations and the value chain. As the leading fitness provider in the Nordic region, our core mission is to promote health and well- being through physical activity. Achieving this mission requires high ethical standards and a strong culture of integrity throughout the organization. Our commitment to responsible business conduct is anchored in a comprehensive set of internal policies that apply to employees, board members, contractors, suppliers, and other relevant stakeholders. SATS’ key policies for integrity, sustainability, and human rights \ SATS Code of Conduct \ SATS Anti-Corruption and Bribery Policy \ SATS Equal Opportunity and Diversity Policy \ SATS Health and Safety Policy \ SATS Privacy Policy \ SATS Purchasing Policy \ SATS Sustainable Procurement Policy \ SATS Supplier Code of Conduct \ SATS Whistleblower Policy These policies guide our behavior, decision-making, and day-to-day operations, ensuring that SATS complies with applicable legal frameworks, meets ethical expectations, and aligns with international human rights and labor standards. They also set clear expectations for business partners and suppliers, enabling us to uphold responsible practices across our value chain. Our account of due diligence carried out in accordance with Section 5 of the Norwegian Act Relating to Enterprises’ Transparency and Work on Human Rights and Decent Working Conditions (the Norwegian Transparency Act) is included in this report section on Human rights and Business conduct. A separate transparency act statement, signed by the Board of Directors, is published on our website annually. Our assessment has, in accordance with Section 4 of the Norwegian Transparency Act, consisted of the following phases: identifying, assessing, acting, monitoring and communicating risks and impacts, as well as embedding responsible business conduct into SATS’ policies to the extent not already covered. The assessment has been carried out considering the size of our business, nature of our operations, the context of our operations and the severity and probability of impact to human rights and working conditions caused by our operations. We are using the OECD’s Due Diligence Guidance for Responsible Business Conduct to help structure our own due diligence process, as illustrated by the figure on the next page. SATS has in 2025 not identified any actual adverse impacts on fundamental human rights or decent working conditions through our due diligence assessments. We have also not uncovered any significant risks that require corrective action beyond our existing policies and procedures. Material impacts, risks and opportunities (IROs) IDENTIFIED IRO CATEGORY VALUE CHAIN Recruiting and advancing women and under-represented groups, and working to ensure that they stay at SATS. \ Upstream \ Own operations \ Downstream Career progression through training and development. \ Own operations Diversity resulting in innovative thinking and approaches. \ Own operations Failure to attract, motivate and retain the right employees could affect our member experience and increase churn. ! \ Own operations Negative Impact Positive impact Risk Opportunity! MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 56
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Since no actual adverse impacts or significant risks have been identified, SATS has not implemented any specific corrective measures. We continue to maintain and strengthen our existing governance framework, including our policies, supplier requirements, and whistleblowing system. No specific results are expected, as no risk- related interventions have been necessary. Human rights SATS’ Code of Conduct aligns with the United Nations Guiding Principles on Business and Human Rights, the International Labour Organization’s (ILO) core conventions, the OECD Guidelines for Multinational Enterprises, and the ten principles of the United Nations Global Impact. SATS is committed to respecting all international labor and human rights articles set out in the United Nations’ Universal Declaration of Human Rights and the United Nations’ Convention on the Rights of the Child, including the freedom of associations and collective bargaining principle. We have a zero-tolerance approach to infringement on the human rights of others and will appropriately address any violations. Our Code of Conduct applies to all SATS Group Board members, employees and suppliers/ hired contractors and applies to all our business activities without exclusions. Accountability lies with the CEO, with monitoring delegated to the CFO. As mentioned above, it incorporates elements from several third- party standards via the SATS Group Supplier Code of Conduct, embedding sustainability criteria in supplier agreements. Stakeholders’ interests are addressed by leveraging procurement to enhance environmental and social outcomes. The policy is communicated through education, training, and clear guidelines to ensure alignment and compliance across the organization. SATS opposes all forms of human trafficking, forced labor, and illicit forms of child labor in its operations and value chain. We recognize our responsibility to identify, prevent, mitigate and remedy potential and actual negative impacts on human rights throughout our supply chain. We want our members and non-members to trust that SATS is devoted to supporting human rights and fighting any injustices that may occur in relation to our operations. Diversity and inclusion SATS welcomes and promotes diversity and inclusion. Everyone is welcome at SATS, regardless of their skin color, age, gender or sexuality. The company’s passion is to create a motivating and joyful experience for all employees across the Nordics. SATS’ employees are valued for their attitude and results, regardless of their background. Many of the company’s Club Managers have started their careers as group training instructors, personal trainers or receptionists at a SATS club. No complaints have been filed to National Contact Points for OECD Multinational Enterprises. There have been no material fines, penalties, or compensation for damages as a result of violations regarding social and human rights factors. No information exists about the reconciliation of such fines, penalties, or compensation in financial statements since there are no such cases to report. Additionally, no severe human rights issues or incidents connected to our own workforce occurred. Given our proven strengths and consistent success in this area, we have not found it necessary to implement a specific policy targeting the elimination of discrimination. Strategy How we ensure high standards in recruitment In our DMA, we have identified three key risk elements for the business: hiring mistakes, high turnover, and cultural misalignment. Each of these factors can individually and collectively impact productivity, stability, and the long- term development of the organization. 2. Source: Figure based on the OECD Due Diligence Guidance for Responsible Busines Conduct 2. Identify and assess adverse impact In operations, supply chains and business relationships 3. Cease, prevent, or mitigate Adverse impact 4. Track Implementation and results 5. Communicate How impacts are addressed 1. Policies and management systems responsible business conduct MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 57
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To mitigate these risks, we have established a thorough, multi-step recruitment process designed to secure the best-fit candidates from the outset. This process includes tools such as pre-employment assessments to evaluate skills, competencies, and cultural alignment, as well as structured interviews to ensure consistency and objectivity. We also conduct comprehensive reference checks and background verifications and invest in training for hiring managers to minimize unconscious bias and improve decision quality. Post-hiring, we utilize probationary periods and robust onboarding programs to ensure smooth integration into the role. As a large company with over 500 leaders and 10,000 employees, we have implemented digital processes that enable systematic follow-up. We continuously track data both from the recruitment experience and at club level covering metrics such as turnover, sick leave, turnover within the first 90 days, number of passive employees, and engagement factors. This allows us to work proactively with our people-related factors in daily operations. In 2025, we also introduced on- and offboarding surveys to gain deeper insights into how we are perceived as an employer and identify areas for improvement. By continuously refining our recruitment strategies and leveraging data-driven follow-up, we reduce the risks associated with hiring mistakes, turnover, and cultural challenges, strengthening our ability to build a robust and cohesive organization. Employee dialogue When operational changes may affect employees, SATS engages in structured dialogue with workforcerepresentatives in accordance with local legislation and collective agreements. This allows us to gain insight into the perspectives of employees who may be vulnerable to impacts and enables the perspectives of our own workforce to inform decisions or activities aimed at managing actual and potential impacts. Examples might be reorganization, closure of a club for a few months to allow for major renovations, or a permanent club closure. In these circumstances, our HR teams in the relevant countries ensure that we comply with local laws and regulations on how to handle and communicate operational changes to union parties and our employees. How exactly to handle these situations depends on local variations, as further described below. In general, employee health and safety is well-covered in the relevant legislation in all Nordic countries where SATS operates. However, in areas where gaps exist, or to ensure meaningful engagement beyond legal requirements, our Chief People & Operations Officer takes operational responsibility for fostering dialogue and ensuring that our employees input shapes our approach. Workforce engagement effectiveness is evaluated through NPS surveys that measure employee advocacy. A high NPS suggests employees feel valued, motivated, and aligned with company goals. We complement this data with open-ended feedback to understand the drivers behind the scores and implement initiatives to address concerns and enhance engagement. Employee well-being Occupational health and safety are of high importance to us and from a stakeholder perspective. With more than 10,000 employees, SATS bears considerable social responsibility as an employer. Our responsibility is even greater when considering that we have a substantial number of young employees, for many of whom SATS is their first employer, and employees who act as role models for the increasing number of children and teenagers working out at SATS. Employee satisfaction is also a key driver of member satisfaction, making it especially valuable for our organization that our employees are happy with their job. Our employees’ well- being is linked to their ability to perform, which is crucial to delivering great experiences for our members. SATS manages employee well-being with the basic belief that this work combines two main focus areas: (1) to reduce the risk of illness through occupational health and safety measures, and (2) to simultaneously inspire improved health through physical activity among employees. Employee-related topics are handled by Club Managers, Regional Managers and Country Managers, who in turn are supported by the HR department. Employees have multiple avenues to share their concerns or needs. We encourage them to first approach their direct manager, and if they feel uncomfortable or prefer an alternative, they can escalate the matter to their Regional Manager. Additionally, employees may contact their local HR representative directly since HR is trained to address concerns and escalate them to the appropriate teams if necessary. For those who prefer to remain confidential, our anonymous Whistleblowing system provides a secure way to submit concerns while ensuring privacy is fully protected. To foster continuous communication, we conduct anonymous feedback surveys, ensuring all voices are heard and addressed systematically. Furthermore, our leadership team maintains an open-door policy, offering employees the opportunity to discuss concerns directly with senior management. This approach ensures that all employees have a safe and accessible way to express their concerns. Our employees are also covered by social protection, through public programs or through benefits offered, against loss of income due to sickness, unemployment, injury and acquired disability, parental leave or retirement. We also ensure that all employees are paid adequate wages. Employee notice regarding operational changes Norway All changes that affect the employees must be discussed with AMU (being the Working Environment Committee). The timeline of the notice period is part of this discussion. Each employee’s notice period is stipulated in their employment contract. Sweden All significant operational changes should be communicated in line with what is agreed in the collective bargaining agreement with the union. The notice period is at least one month. Denmark Employees should be given individual notice of all significant operational changes. The notice period is from one month up to six months, depending on the seniority of the employee. Finland In the event of negotiations, employees must be given notice five days before the start of negotiations. The duration of the negotiations is 14 days if less than 10 employees are affected and six weeks if more than 10 employees are affected. The notice period is one month for most employees, but longer for key roles, such as those holding managerial positions. MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 58
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Equal treatment and opportunities for all As a market leader in the Nordic fitness industry, with a majority of young employees - many in their first job - SATS recognizes its responsibility to foster an inclusive and culturally diverse workplace. Diversity and inclusion are core to our identity, shaping both our employee experience and member interactions. Our employees share this commitment. SATS promotes equal treatment and inclusion through structured practices, training and leadership role- modelling, despite the absence of a standalone discrimination policy. Regular training raises awareness of unconscious bias, while anonymous feedback channels ensure employees feel safe reporting concerns. Additionally, we emphasize inclusive hiring practices to enhance diversity and cultivate a culture of equity and respect. This commitment is reflected in our focus on recruiting and advancing women and underrepresented groups and diversity as key positive impacts in our DMA. Additionally, we are legal obligated according to Section 26 of the Norwegian Equality and Anti-Discrimination Act to investigate whether there is a risk of discrimination or other barriers to equality, including reviewing every second year pay conditions by gender and the use of involuntary part-time work. Currently, there is a preponderance of women in the company, both in total and among leaders. This, in turn, results in more women applying for employment in the company; see Note S1.1. We always hire the most qualified applicants for the position, regardless of gender, ethnicity, and functional ability, in accordance with our employment policy. For operational roles that are comparable, we use salary matrices to ensure equal pay for equal work. The main criterion is seniority. For club managers, salaries are mainly based on the size of the club in terms of number of employees and members. We still see that the average salary for men is marginally higher than the average salary for women. This pay gap is a result of a higher share of men in leadership roles at the largest clubs and with longer seniority. For administrative employees, we see that there is a somewhat bigger salary gap between men and women, in favor of men; see Note S1.3. This can be explained partly by the fact that we have built up an internal tech team where we previously outsourced this service. The senior positions of this team are primarily held by men. The challenge of more men being in senior positions also exists in other departments (excluding the Nordic Management Group). Nevertheless, we see that we need to take action to assure that the gap is reasonable and not in favor of the best negotiator.w All SATS employees should receive a fair salary based on their role, experience and level of education. In 2025, we received one report of incident related to discrimination. We also recognize that discrimination can occur in society in various forms and is not always detected or reported. With 273 clubs and over 49 million visits annually, it is realistic to assume that we are not completely shielded from such issues. However, our latest employee survey shows that 98 percent of our employees have not experienced discrimination at work. This is a strong indication that we have a safe and inclusive culture, but our goal is, of course, for that number to reach 100 percent. We will therefore continue to raise awareness about discrimination and strengthen preventive measures always guided by a clear zero-tolerance policy. Training and development A significant segment of our workforce comprises young individuals, many of whom are embarking on their professional journeys with SATS. We recognize two prevalent trajectories among our employees: they either embark on a developmental journey within SATS, leveraging our diverse array of training initiatives and opportunities, or they enrich their skills here before pursuing endeavors elsewhere. Notably, nearly 43 percent of our workforce is under the age of 30. As a result, we have determined that our training and development efforts have a significant positive impact on the communities where our clubs operate. At SATS, we are committed to supporting our colleagues’ professional growth and long-term success. We offer a comprehensive range of training programs tailored to different roles and experience levels, from the Future SATS Leader Program to specialized education for physiotherapists. Our goal is to enhance skill sets, foster career progression, and ensure every employee has the tools needed to excel. To further strengthen this, we are investing additional time and resources into developing this area, ensuring that all new employees receive the necessary support to seamlessly transition into their roles. SATS Academy plays a key role in our commitment to maintaining a safe, compliant, and well-prepared work environment. Through a mix of online and classroom- based courses, employees gain essential training in health, safety, and environment (HSE). Courses such as CPR, Fire & Safety, and Threats & Violence provide them MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 59
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with the critical skills needed to handle emergencies effectively, ensuring the highest standards of safety across our facilities. To guarantee that all key HSE topics are covered annually, we follow a structured training plan designed to reinforce knowledge and preparedness. This ongoing learning approach strengthens employees’ professional competence and promotes a strong safety culture. By continuously investing in training, we create a workplace where both employees and members feel secure, confident that our staff is equipped to manage risks in a professional and effective manner. While we do not currently have full data on participation in regular performance and career development reviews or on average training hours by gender, available data shows that average training hours per employee are approximately 1.9. We are satisfied with this level, particularly in light of the fact that nearly 50 percent of our workforce consists of part-time employees, many of whom work with us alongside another primary occupation. In terms of participation in performance and development reviews, approximately 65 percent of managers have completed such reviews. Actions Our own operations During 2025, we have implemented several key initiatives to further strengthen our areas pertaining to our employees. \ We have developed a significantly improved onboarding program for Club Managers, the leadership role we have the most of and which has the greatest impact on operations. The program, which received very good feedback during the pilot phase, combines theory and practice through both physical and digital training, supported by close follow-up from a mentor and our Learning & Development team. \ We have introduced a digital workplace platform built for all our frontline teams. It centralizes task management, communication, and employee training into a single mobile app to replace paper processes and scattered tools. The platform helps managers track store operations in real time while keeping employees engaged through social-style communication and microlearning. Its overall goal is to boost operational consistency, efficiency, and workforce engagement. \ We streamlined our processes for recruitment, contract management, onboarding, and follow-up (including one-on-one and performance reviews) into a single system, creating seamless and efficient workflows and better follow up. \ We developed a reporting- and analytics tool that provides real-time data and significantly better insights into all our people-related areas and the daily operations of our clubs. Future actions For 2026-2027, we are planning the following actions: \ Build a unified service and hospitality standard across all clubs with a strong training platform connected. \ Strengthen operational routines and quality assurance through continuing the development of our new operational platform. \ Expand with new leadership development programs for all management levels \ Implement better systems to secure strong compliance with new EU pay transparency requirements. Target SATS annually measures the level of engagement and well-being among its employees through an employee survey. Until 2024, the survey used a scale of 1 to 5, with 5 being the highest. In 2025, we changed our survey provider and adopted a new scale ranging from 0 to 100, with 100 being the highest score. The questions remain largely the same as before, but due to the new scale, the reference index has been adjusted. The result of the index indicates how satisfied our employees are with SATS as their employer when considering matters such as working hours and workload, leadership communication, social factors, stress, etc. Our target is to have an engagement index that outperforms the reference index (74 for 2025). Our employees typically receive the SATS Engagement Survey twice a year, with the exception of group exercise instructors who receive it once annually. The SATS Group achieved a score of 83 in the 2025 survey, which we believe to be consistent with the score of 4.2 in 2024. This is a commendable performance compared to similar companies and industries, which suggests that the organization is effectively executing its tasks across various organizational levels. To further improve it, the company will continue to focus on the various drivers: the lowest ranked to improve the engagement score and the highest ranked to maintain the high engagement value. In November 2025, the survey achieved a strong participation rate at 68 percent, compared to 57 percent in 2024. This is not sufficient, and our goal is to have a participation rate of 70 percent. We believe that the participation rate falling below the target is primarily due to the high proportion of part-time employees. However, the participation rate continued to show high levels of engagement across the organization. The overall engagement index remains well above relevant industry benchmarks. The engagement index score has improved compared to previous surveys and is also well above benchmarks. Key strengths highlighted by employees include autonomy, recognition, enthusiasm, and a supportive work environment. At the same time, the survey identifies areas for further improvement, such as communication, feedback culture, and workload management. SATS remains committed to continuous improvement by focusing on leadership development, clear communication, and initiatives that support employee growth and well-being. The company’s ambition is to maintain engagement levels above industry standards and to further increase participation in future surveys. These efforts are integral to ensuring a positive workplace culture and delivering on SATS’ strategic goals. The numbers presented in the report above represent the average results of the engagement index, measured twice annually. Engagement level 0 1 2 3 4 5 202420232022 4.2 3.9Reference index 4.2 4.2 45% 51% 57% Participation rate Score 2025 83 74Reference index 68% In 2025, SATS changed its survey provider and therefore adopted a new scale. MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 60
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Note S1.1 Key employee statistics Reporting principles Our key employee statistics are organized by country and year and center around vital categories such as employment contract type (full-time, temporary, etc.), gender, age, and the ratio of average salaries between women and men. Collectively, these metrics provide a comprehensive snapshot of diversity, equality, and inclusion within SATS. The number of employees is counted based on the number of roles. We have defined leaders in the overview as persons having personnel responsibility. SATS has many full-time employees, particularly in our service office and club management positions, but we have even more part-time employees. We operate long opening hours every day, including weekends and public holidays. Our opening hours typically attract students and other people who do not have the opportunity to work full-time. The same goes for our group training instructors, who often only instruct a small number of classes while maintaining a full-time position outside of the SATS organization. It is possible for our part-time employees to work at multiple clubs, thus bringing their employment percentage higher should such be preferable. However, we have not received any indications that there are involuntary part-time employees in our organization. Furthermore, we publish all new job openings on our intranet to ensure that employees already working in SATS and who want to work more can apply for the positions. We prioritize existing part-time employees when recruiting. KEY EMPLOYEE STATISTICS FOR 2025 Number of employees (head count) Male 7,241 Female 3,045 Other 5 Not reported 0 Total employees 10,291 Number of employees (head count) Norway 4,809 Sweden 3,506 Denmark 1,014 Finland 962 Female Male Other Not disclosed Total Number of employees (head count) Number of employees 7,241 3,045 5 10,291 Number of temporary employees 607 304 0 911 Number of full-time employees 607 372 0 979 Number of part-time employees 6,634 2,673 5 9,312 KEY EMPLOYEE STATISTICS FOR 2025 Norway Sweden Finland Denmark Total Employment Number of employees 4,809 3,506 962 1,014 10,291 Number of full time equivalents 924 866 254 228 2,272 Of which are on permanent contracts 89% 88% 99% 98% 90% Of which are on temporary contracts 11% 12% 1% 2% 10% Of which are on fixed paid contracts 9% 14% 11% 9% 11% Of which are on hourly paid contracts 91% 86% 89% 91% 89% Number of GX instructors 2,454 1,456 486 415 4,811 Number of Personal Trainers 424 486 116 120 1,146 Number of employees at the Service office 211 162 42 28 443 Sick leave 4.0% 4.5% 8.4% 4.5% 5.3% Diversity Percentage of women, total 73% 67% 84% 56% 70% Percentage of women among leaders1 73% 67% 84% 56% 70% Percentage of women, Group Management 60% Total number of women, Nordic Management Group 6 Percentage of women, Board of Directors 44% Percentage of employees below age 30 44% 40% 44% 50% 43% Percentage of employees between age 30-50 42% 44% 49% 32% 42% Percentage of employees above age 50 14% 17% 7% 18% 14% 1. Defined as persons having personnel responsibility Equal salary Ratio of salary for woman to men, fixed paid contracts 91% 104% 92% 93% 92% Ratio of salary for woman to men, hourly paid contracts 102% 112% 107% 110% 107% Part time Part time woman 93% 91% 90% 92% 92% Part time men 86% 88% 88% 91% 88% Part time other 0% 0% 0% 0% 0% MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 61
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NUMBER OF NEW EMPLOYEES DURING THE YEAR Norway Sweden Finland Denmark Total Female 638 409 123 135 1305 Male 267 217 21 126 637 Other 0 1 0 0 1 NUMBER OF CONSULTANTS Norway Sweden Finland Denmark Total Female 44 3 1 2 50 Male 44 0 0 4 48 Other 0 4 1 0 5 EMPLOYEE TURNOVER AND SICK LEAVE # Employee turnover 2,400.00 % Employee turnover 23.33% Long term sick leave: Employee ID and # months 0.90% Short term sick leave: Employee ID and # days/months 2.00% Note: The increase in turnover is partly driven by one-off effects related to improved data quality. INCIDENTS, COMPLAINTS AND SEVERE HUMAN RIGHTS IMPACTS Number of complaints filed through channels for people in own workforce to raise concerns 228 Training and development Percentage of employees that participated in regular performance and career development reviews. We have estimated the average training hours by gender based on the gender distribution of our employees, as our system does not track the number of meetings by gender Category Hours Percentage of employees that participated in regular performance and career development reviews 1,926 Average number of training hours by gender 19,775 Average number of training hours per person for employees 1.9 Note S1.2 Account of employees that took family-related leave by gender and part-time employees Reporting principles All our employees are entitled to family-related leaves by our health and safety management system in accordance with legal requirements. EMPLOYMENT Norway Sweden Finland Denmark Total Total weeks parental leave woman 4,349 1,128 581 351 6,409 Total weeks parental leave men 680 308 6 85 1,079 Note S1.3 Account of the average salary ratio between women and men Reporting principles We put our equality and non-discrimination high on the agenda. We are also obligated under Norwegian law to work actively, in a targeted manner and systematically to promote and prevent discrimination in the workplace. Section 26 of the Norwegian Equality and Anti- Discrimination Act states, among other things, that all private companies with more than 50 employees must investigate whether there is a risk of discrimination or other barriers to equality, including by reviewing every second year pay conditions by gender and the use of involuntary part-time work. The figures in the table below include all employees working within the SATS Group. The subcategories are based on input that is comparable, meaning that we measure equal work and equally valued work. The subcategories were presented to the Working Environment Committee (AMU, Arbeidsmiljøutvalg) for input. At SATS, certain employees can have several roles. For example, a Club Manager or a PT could also be a group training instructor. The figures presented in the table below count the number of positions rather than the number of employees. EQUALITY STATISTICS Norway Sweden Finland Denmark Total Average fixed pay: Managers at clubs (ratio women to men) 101% 99% 102% 100% 98% Average fixed pay: Employees at clubs (ratio women to men) 102% 110% 100% 100% 104% Average fixed pay: Administrative employees (ratio women to men) 100% 116% 86% 76% 97% Average hourly pay: Employees at clubs (ratio women to men) 97% 96% 92% 101% 95% Average hourly pay: Administrative employees (ratio women to men) 99% 92% 131% 111% 108% MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 62
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Consumers and end-users (s4) Material impacts, risks and opportunities and policies In our DMA, SATS identified members’ individual health and well-being, public health and product accessibility as material positive impacts, and effectively inspiring the public and motivating more people to embrace fitness as a significant opportunity to increase the sale of new club memberships. SATS includes all members, potential members and the general public within the scope of ESRS disclosures on consumers and end-users. These groups primarily include fitness club members but also, individuals not yet enrolled but influenced by SATS’ services and public health initiatives. The types of consumers and end users subject to material impacts include \ Our members: Directly impacted by services promoting physical and mental health, including prevention, rehabilitation, safety, and wellness. \ Potential future members and the general public: Those influenced by SATS’ broader efforts to address barriers to physical activity and promote public health. Material impacts may result from SATS’ direct operations, such as the provision of fitness services and facilities, or indirectly through its value chain, including the retail section within clubs and community health initiatives. These impacts encompass both positive contributions (e.g., enhanced well-being) and potential risks or negative impacts (e.g., safety concerns or accessibility barriers). Given the potential risks or negative impacts our services could have on our end users, we carefully evaluate these factors when planning new initiatives to ensure that we do not unintentionally affect our members in a harmful way. Fortunately, our material impacts and opportunities extend across a wide range of consumer groups, allowing us to adopt a more inclusive and comprehensive focus. SATS recognizes the importance of social sustainability in creating a meaningful impact on our members, employees, and communities. As a fitness chain, our primary focus is our members, who also make up the majority of visitors to our retail sections within the clubs. We prioritize the health and safety and well-being of our members, addressing both the positive and negative impacts of physical activity on physical and mental health. This includes prevention, rehabilitation, safety, and overall wellness. Additionally, we work to overcome barriers that may prevent individuals from engaging in physical activity. Some of our efforts extend to individuals who are not yet fitness club members, and the impact we have on them is discussed further in the section on Actions. Policies The identified material impacts and opportunities are some of the areas where we experience remarkable engagement from our stakeholders. The operational responsibility for ensuring engagement varies by type and rests with either the Chief Digital Officer or the Chief Marketing and Communication Officer. Due to the nature of the material impacts identified in the DMA and the lack of necessity, we currently have no policy targeting consumers and end users, nor are we planning to implement one. Strategy SATS’ strategy focuses on encouraging regular physical activity and maximizing the value of each club visit for members. Whether members engage in an intense workout or opt for a lighter session, they always leave feeling fulfilled, reflecting our unwavering commitment to maximizing the value of each visit. Our emphasis on member satisfaction is evident in our welcoming atmosphere, meticulous cleanliness, and continuous encouragement throughout their fitness journey. We firmly believe in the transformative impact of physical activity on health and happiness. Our entire organization is aligned with the mission of motivating both members and non-members to prioritize exercise. Every member of our team, from Club Managers to personal trainers, plays a crucial role in guiding and inspiring individuals toward healthier lifestyles. In other words, all employees play a role in managing impacts and taking action to address negative and advance positive impacts. Engaging members To enhance our positive impact on our members’ individual health and well-being, we actively engage directly with our members to gather their views and perspectives. This engagement typically occurs through verbal feedback at our clubs or via digital user surveys. While some engagement activities are conducted on Material impacts, risks and opportunities (IROs) IDENTIFIED IRO CATEGORY VALUE CHAIN Members’ individual health and well-being. \ Own operations \ Downstream Contributing and positively affecting public health. \ Own operations \ Downstream Products and services available for all. \ Own operations Effectively inspiring the public and motivating more people to embrace fitness can lead to a significant increase in new club memberships. \ Own operations Negative Impact Positive impact Risk Opportunity! MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 63
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an ad-hoc basis, we also schedule them strategically following product launches or emerging needs. As a result, the frequency of these activities may vary. We assess the effectiveness of our engagement activities by analyzing survey response rates, using the level of participation to guide and refine our approach as needed. To ensure that engagement happens and the results inform our future approach, the responsibility for digital engagement lies with the Chief Digital Officer. Responsibility for addressing verbal feedback received at our clubs depends on the nature of the feedback and rests with the appropriate leader: Club Manager, Region Manager, Country Manager, or Head of People and Operations. One of our strategic goals is to actively engage our existing member base. To achieve this, we prioritize understanding the perspectives of members who may be inactive or facing challenges in reaching their fitness goals. This approach not only provides valuable feedback but also helps us develop strategies to better support and re-engage these groups. This approach also allows us to identify what action is needed and appropriate in response to the actual or potential negative impact on members and end users. We also leverage data and user insights to analyze how effectively our members respond to changes in our product. This approach ensures that we continuously develop our product in alignment with our members’ desires and needs while maintaining a strong positive impact. Public health Public health represents a material positive sustainability impact for SATS and a driver of long-term member growth. This impact is consistently highlighted as material through stakeholder engagement and reflects SATS’ role in promoting physical and mental well-being across the Nordic population. Improved public health generates substantial societal value through increased quality of life, reduced disease burden and lower healthcare-related costs. As the leading health and fitness provider in the Nordic region, SATS contributes to public health primarily by motivating regular physical activity among members and the wider population. This contribution also represents a financial opportunity, as improved public health outcomes are closely linked to increased demand for SATS’ services. To measure this impact, SATS has introduced a target to annually quantify quality-adjusted life years (QALYs) generated by members’ physical activity at SATS clubs, based on World Health Organization (WHO) physical activity recommendations. The assessment estimates the socio-economic welfare gains associated with members achieving recommended activity levels. In 2025, SATS members meeting WHO physical activity recommendations generated 18,400 QAL Ys, corresponding to an estimated socio-economic benefit of NOK 25 billion. While this reflects a significant positive impact, it also indicates substantial untapped potential, as a large share of the adult population does not meet global activity guidelines and the Nordic population is aging. Expanding access to SATS’ products and services therefore represents both a public health opportunity and a requirement for continued investment. SATS’ public health contribution is supported by initiatives aimed at lowering barriers to participation, including youth-focused activation programs, accessible membership models and community-building activities within clubs. In addition, SATS promotes holistic well- being through offerings related to nutrition, mindfulness and mental health, aligned with Nordic Nutrition Recommendations and supported by partnerships with expert organizations. These initiatives are designed to ensure safe, inclusive and supportive training environments for all members. RESEARCH ON PUBLIC HEALTH WITH LEADING INSTITUTIONS SATS collaborates with leading research institutions to strengthen evidence-based training practices and contribute to public health. In Norway, SATS supports the NorEx study in partnership with NTNU and the Norwegian Directorate of Health – the world’s largest research project on exercise after myocardial infarction. SATS contributes by providing free memberships to study participants, enabling safe and regular training throughout the project period, running until 2028. In Sweden, SATS partners with the Swedish School of Sport and Health Sciences (GIH) through the E-PABS research center, focusing on physical activity, sustainability and brain health. The collaboration gives SATS employees access to research-based insights and expert support, helping ensure that member guidance and service development are aligned with the latest scientific knowledge. YOUTH ACTIVATION PROGRAM AND COMMUNITY BUILDING Recognizing the importance of youth fitness, we have initiated a youth activation program dedicated to expanding exercise opportunities for young individuals. Through targeted campaigns, discounted rates, and member engagement initiatives, our objective is to cultivate healthy habits from an early age. Furthermore, beyond encouraging physical activity, we prioritize fostering a sense of community within our clubs. Through meaningful interactions between members and staff, we cultivate a supportive environment where everyone feels included and inspired to pursue their fitness goals. SUSTAINABLE NUTRITION AND MINDFULNESS Recognizing the vital role nutrition plays in overall health and well-being, we ensure that our retail shops, digital platforms, and recipes are in harmony with the Nordic Nutrition Recommendations. This alignment guarantees that our members have access to nutritious and sustainable food options. Through our efforts to promote healthy eating habits, we empower individuals to achieve their health goals while also contributing to a healthier planet. Acknowledging the significance of stillness and mindfulness, we have broadened our offerings of yoga and mindfulness practices across all our clubs. Through rebranding and integration into our membership models, our aim is to enhance accessibility for our members. Our ongoing endeavors involve the development of new classes, the training of additional instructors, and investments in facilities to ensure a premium experience for all members. In alignment with our commitment to member well-being, we collaborate with expert organizations to address eating disorders within our clubs. Through educational initiatives, training programs, and proactive interventions, we endeavor to cultivate a supportive environment where members feel nurtured and understood. While addressing eating disorders presents complexities, our foremost priority remains the safety and well-being of all our members. ANTI-DOPING EFFORTS We maintain a zero-tolerance policy toward doping, actively collaborating with organizations such as Antidoping Norge and STAD to uphold clean and safe training environments. Through employee training, pop-up stands, and doping controls, we promote awareness and deterrence while safeguarding the integrity and privacy of our members. By upholding the highest standards of safety and efficacy in our products and services, SATS remains committed to helping our members lead healthier, happier lives. 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Diverse product range and accessibility Our commitment to diversity and accessibility is reflected in our extensive range of products and services tailored to individual preferences across our clubs throughout the Nordics along with online training options. Whether members prefer a fully equipped fitness floor, group training sessions, personal training, or physiotherapy services, our offerings are designed to cater to diverse interests and fitness levels. Our strategically located clubs ensure convenience, allowing members to seamlessly integrate workouts into their daily routines. At the core of our holistic approach to health is our physiotherapy service, available at select clubs in Sweden and Norway. Our highly trained physiotherapists provide pre-habilitation and rehabilitation services in a supportive environment. With a minimum of three years of university education and formal authorization, our physiotherapists uphold the highest standards of care. We continually invest in their professional development through supplementary training and adhere to all local safety requirements, including offering video consultations for enhanced accessibility. Our dedicated personal trainers are committed to helping members achieve their fitness goals. Partnering with leading educator programs across the Nordic region, we recruit individuals who embody our values of health and happiness. Through ongoing training and development opportunities, our trainers refine their expertise and skills, ensuring personalized support for each member’s journey. Group training serves as a cornerstone of our product offering, inspiring members to stay active and engaged. We prioritize offering a diverse and exciting schedule while maintaining sufficient capacity to meet member demand. Our certified instructors undergo comprehensive training in anatomy, physiology, and training theory, enabling them to deliver safe and engaging classes. Additionally, our SATS Online platform provides members with access to a library of over 700 classes, promoting flexibility and convenience. Whistleblowing In order to maintain high ethical standards and ensure the fulfillment of our legal obligations, we provide the public, our members and our employees with the opportunity to report issues that are, or which they suspect to be, illegal and of public interest. There are three ways to make a report, depending on what the whistleblower is comfortable with. There is no need to provide evidence when reporting an incident, but we encourage everyone to make reports in good faith. \ Alternative 1: Contact a supervisor or manager within our organization. \ Alternative 2: Contact the organization’s whistleblower team (i.e., our appointed individuals with the authority to handle whistleblowing cases). The identity of such individuals is available on our internal sites. \ Alternative 3: Anonymous reporting through our whistleblower system. This is a system that is publicly available on our websites (sats.no/dk/se and elixia.fi). The system can be used to report serious misconduct that could affect individuals, SATS as an organization, society or the environment. It is only our designated whistleblower team that has access to whistleblowing reports made through the whistleblower system. All members of our whistleblower team are bound by a confidentiality agreement. The whistleblower team decides whether to accept or decline a report. Accepted reports of alleged misconduct are subject to investigation in accordance with SATS’ whistleblowing guidelines. During this investigation, the whistleblower team may include other people or request information and expertise. All activities carried out in this respect are covered by the confidentiality agreement. From 2025 we will start assessing how our members are aware of our whistleblowing system to raise their concerns or needs and have them addressed. We actively track the number of reports raised through our whistleblowing service to monitor the effectiveness of the channel and whether our employees are aware of this channel. In 2024, our whistleblowing service received a total of 186 reports. The majority of these were related to incidents such as equipment issues and service at our clubs — matters that are typically better suited for our customer service channels. A smaller portion of the reports focused on HR-related issues, including concerns about leadership, employee well-being, and instances where employees failed to adhere to SATS’ values. Additionally, there were a few reports regarding suspected drug use. PROTECTION OF WHISTLEBLOWERS (WHEN NON-ANONYMOUS) A fundamental aspect of having an effective whistleblower system is that all persons expressing genuine suspicions or misgivings do not risk losing their job or suffering any form of sanctions or personal disadvantages as a result of their whistleblowing. It does not matter whether the whistleblower was mistaken, provided that they acted in good faith. Another part of the whistleblowing process to be mindful of is the privacy of those against whom allegations have been made and other issues of confidentiality. A non- anonymous whistleblower will be kept informed about the outcome of the investigations made on the basis of their reporting to the extent such is allowed under applicable privacy laws and regulations. In cases of alleged criminal offenses, the whistleblower will be informed that their identity may need to be disclosed during judicial proceedings. PROTECTION OF INFORMATION PROVIDED IN A WHISTLEBLOWER REPORT The individuals specified in a whistleblower message have certain rights under the GDPR legislation. As an example, they have the right to access data relating to themselves and, should the information be incorrect, incomplete or out of date, the right to require amendments or deletion of data. This right needs to be considered in light of the non-anonymous whistleblower’s rights. Furthermore, the rights are also subject to any overriding safeguarding measures required to prevent the destruction of evidence or other obstructions to the processing and investigation of the whistleblower case. Personal data included in a whistleblower case is deleted following completion of the investigation. Investigative documents and whistleblower messages that SATS needs to keep are anonymized. Actions Our own operations During 2025, we took the following actions: \ We developed new group classes and training concepts to engage new customer segments, such as senior participants, as part of our ongoing efforts to activate and include more members. \ Expanded our Personal Training boot camp offering from six to 18 concepts to be more inclusive for members and non-members with different interest and skill levels \ Clarified and enhanced standards for adapting gender neutral restroom and changing facilities when building new clubs to ensure that all individuals feel welcome and comfortable at our clubs. MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 65
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Future actions For 2026-2027, we are planning the following actions: \ We will continue to improve our tools for scheduling of group class timetables to ensure optimal reach and participation across member groups. \ Invest further in support and development of our instructors, as they form the foundation for maintaining a high volume of classes delivered with consistently high quality. \ We will improve our rewards program to better motivate and engage our members. \ We will continue to upgrade our clubs. \ We will continue to improve the functionality of our SATS app to better engage and service our members. Value chain During 2025, we took the following actions: \ We worked closely with equipment suppliers to ensure timely delivery of high-quality, state-of-the-art fitness equipment, improving our members’ workout experience. \ We streamlined the membership sign-up process, offering smoother and quicker onboarding both online and in-club, ensuring a seamless start for new members. Future actions For 2026-2027, we are planning the following actions: \ We will seek new partnerships with organizations, communities, health and wellness brands, nutrition providers, and healthcare professionals to expand our value proposition and offer more comprehensive services to our members. Targets Target related to members’ individual health and wellbeing An important aspect of our operations is to help our members become more active, particularly those who tend to be more passive. Each year, we therefore assess and report the total number of workouts completed by our members at our fitness clubs. Our target is to exceed the previous year’s total while outpacing the growth rate of our membership base. Meeting this goal reflects our success in encouraging members to be more physically active each year — an achievement that not only enhances their personal well-being but also contributes positively to overall public health. In 2025, the total number of workouts completed by our members at our fitness clubs was 49.4 million, while our member base grew from 733,000 to 755,000 (3 percent). This constitutes a year-over-year increase in member workout frequency of 6.2 percent, surpassing the total number of workouts in 2024, surpassing the growth of the member base in 2025. In comparison, in 2024, the total number of workouts was 46.5 million, with the member base increasing from 731,000 to 733,000 (0.3 percent). This resulted in a 5 percent increase in workout frequency, again surpassing the growth of the member base. This upward trend highlights our success in encouraging members to be more active and engaged in their fitness journeys. By consistently increasing workout frequency beyond membership growth, we demonstrate our ability to inspire long-term commitment to an active lifestyle. Tracking this metric provides valuable insights into member activity levels and helps us assess how well our offerings align with their needs. Our continued focus on engagement ensures that SATS remains a supportive and motivating environment for all members, particularly those who may need extra encouragement to adopt and maintain healthier habits. Target related to public health In line with our commitment, we measure and report annually on the quality-adjusted life years (QALYs) generated by our members through physical activity recorded at our clubs. QAL Y serves as a comprehensive measure of individuals’ health states, considering both the length and quality of life. Our aim each year is to increase the QAL Ys generated through training at SATS more than our member base, signifying progress toward meeting the WHO’s activity recommendations. Our QALY calculation method accounts for each member who meets the recommended threshold of 75 to 100 minutes of vigorous-intensity aerobic physical activity through our club facilities. This approach ensures that our success is not solely dependent on already active members increasing their activity levels but also focuses on helping additional members become more active. By continuously enhancing our products and services, we strive to empower more members to achieve and maintain a healthier lifestyle in alignment with global health standards. In 2025, our members collectively generated approximately 18,400 QAL Ys, while our member base grew from 733,000 to 755,000 (3 percent). This constitutes a year-over-year increase in QAL Y of 6.4 percent, surpassing the growth of the member base. In comparison, in 2024, our members collectively generated approximately 17,300 QAL Ys through their active participation, with the member base increasing from 731,000 to 733,000 (0.3 percent). This resulted in a 5 percent increase in QAL Y, again surpassing the growth of the member base. TARGET RELATED TO MEMBERS’ INDIVIDUAL HEALTH AND WELLBEING 2022 2023 2024 2025 Members 721,000 731,000 733,000 755,000 Member growth 8% 1.4% 0.3% 3% Number of workouts 37.7 million 43.2 million 46.5 million 49.4 million Workout growth 45% 7.6% 5% 6.2% TARGET RELATED TO PUBLIC HEALTH 2022 2023 2024 2025 QALY 13,000 16,000 17,300 18,400 QALY growth 23.1% 5% 6.4% Members 721,000 731,000 733,000 755,000 Members growth 8% 1.4% 0.3% 3% MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 66
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GOVERNANCE MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 67
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business conduct (G1) Material impacts, risks and opportunities At SATS we prioritize the development of a corporate culture that fosters inspiration, productivity, and long- term employee satisfaction. Our approach emphasizes the importance of building a workplace where employees feel fulfilled and motivated to contribute positively over time. We believe this alignment between SATS’ values, behaviors and daily practices is the reason we identified a strong corporate culture as a material positive impact in the DMA. SATS conducts its operations in accordance with applicable laws, regulations and high standards of integrity. Business conduct is therefore very important, even though Nordic and European countries generally are among the highest-rated countries on Transparency International’s corruption perceptions index. In addition to Nordic and European suppliers, we also have some suppliers operating outside of Europe, primarily with production facilities in Asia. We are therefore dedicated to continuously strengthening our relationships with suppliers and business partners, as well as improving our due diligence to ensure that we are managing our relationships correctly. As a result, effective supplier management has been recognized as a key positive impact in our DMA. Policies SATS Group’s Anti-Corruption and Anti-Bribery Policy defines mechanisms for identifying, reporting, and investigating suspected violations of laws or the Code of Conduct. Concerns are identified through regular risk assessments, audits, and monitoring of financial transactions. Employees, contractors, and stakeholders can report concerns through multiple channels, including a whistleblowing hotline, direct communication with managers, HR, or the Legal & Compliance team. All reports are handled with strict confidentiality, and whistleblowers are protected under anti-retaliation safeguards. The operational responsibility for ensuring the implementation of the Policy rests with the CEO. SATS investigates business conduct incidents promptly, independently, and objectively. A dedicated investigation committee, comprising representatives from Compliance and Operations, ensures thorough investigations. If allegations of corruption or bribery are substantiated, they are escalated to management, and law enforcement may be involved as necessary. We have established robust procedures to prevent, detect, and address allegations or incidents of corruption or bribery. These procedures include regular risk assessments, audits, due diligence processes for third parties, financial transaction monitoring, and double attestation protocols for approving invoices and contracts. Investigations are conducted by a dedicated committee, separate from the chain of management involved in the prevention and detection of corruption or bribery, ensuring an independent and unbiased approach. The outcomes of investigations are reported to administrative, management, and supervisory bodies based on the severity and relevance of the issue. Policies regarding the prevention and detection of corruption or bribery are communicated to all relevant stakeholders through training programs, internal communications, and clear guidelines. These policies are designed to ensure that employees and stakeholders understand their responsibilities and the available reporting mechanisms. Anti-corruption and anti-bribery training is mandatory for all employees, with a particular focus on high-risk functions such as procurement, club management, IT, and marketing. The training covers the identification of bribery risks, ethical decision-making, and compliance with relevant regulations. A significant portion of high-risk roles, including at least 100 percent of those in procurement, finance, and key managerial positions, receive comprehensive training annually. Additionally, members of administrative, supervisory, and management bodies receive specialized training biannually to lead by example and reinforce a culture of integrity throughout the organization. As part of our work against corruption, a priority of ours is to make sure that all employees feel confident about how to behave responsibly. All employees are offered an online course on SATS’ Code of Conduct. Our Code of Conduct provides guidelines for the Nordic Management Group and employees on how to act and behave as a SATS employee in accordance with our norms, rules and responsibilities. The Code of Conduct is available on our website. To maintain high ethical standards, SATS provides employees, members and external parties secure channels to report suspected misconduct. There are three ways to make a report, depending on what the whistleblower is comfortable with. There is no need to provide evidence when reporting an incident, but we encourage everyone to make reports in good faith. \ Alternative 1: Contact a supervisor or manager within our organization. \ Alternative 2: Contact the organization’s whistleblower team (i.e. our appointed individuals with the authority to handle whistleblowing cases). The identity of such individuals is available on our internal sites. Material impacts, risks and opportunities (IROs) IDENTIFIED IRO CATEGORY VALUE CHAIN Strong corporate culture and great working environment. \ Upstream \ Own operations \ Downstream Strong supplier management. \ Upstream \ Own operations \ Downstream Negative Impact Positive impact Risk Opportunity! MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 68
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\ Alternative 3: Anonymous reporting through our whistleblower system. This is a system that is publicly available on our websites (sats.no/dk/se and elixia.fi). The system can be used to report serious misconduct that could affect individuals, SATS as an organization, society or the environment. Only SATS ’designated whistleblower team has access to reports, and all cases are handled in accordance with confidentiality and data protection requirements. All members of our whistleblower team are bound by a confidentiality agreement. The whistleblower team decides whether to accept or decline a report. Accepted reports of alleged misconduct are subject to investigation in accordance with SATS’ whistleblowing guidelines. During this investigation, the whistleblower team may include other people or request information and expertise. All activities carried out in this respect are covered by the confidentiality agreement. As mentioned in the chapter on climate change, we have a Sustainable Procurement Policy in place to ensure that we source from suppliers in a sustainable manner. Delegating authority and responsibilities related to purchasing decisions, our policy ensures accountability and adherence to our values. We prioritize working with reputable suppliers that actively manage sustainability risks and promote responsible behavior. This is also how we integrate social and environmental criteria into our selection of suppliers. We believe it fosters long-term relationships and amplifies our influence in shaping a sustainable future. We will in the future set a target related to supplier management to ensure that we are working towards enhancing sustainability, promoting ethical practices, and reducing environmental and social impacts across our supply chain. Our “future actions” will reduce the inherent risk of unethical business conduct in our systems and ensure that we are more easily able to identify, report and investigate corruption and bribery instances as outlined in our Anti-Corruption and Anti-Bribery Policy. Strategy Performance management processes support cultural development efforts, ethical conduct and accountability across the organization. SATS encourages regular communication and constructive feedback, empowering employees to continuously improve and support one another in their respective roles. Additionally, our performance review process, tailored to the specific needs of each operative country, ensures consistency and fairness in evaluating employee performance and development opportunities. Moreover, SATS remains committed to upholding high ethical standards and combating corruption in all forms. Through our zero-tolerance policy toward corruption, transparent business practices, and comprehensive training initiatives, we strive to maintain integrity and accountability across our operations. Our whistleblower system provides a confidential platform for reporting potential misconduct, further reinforcing our commitment to transparency and ethical conduct. We are dedicated to fostering a culture of integrity and accountability at SATS, both internally and externally, to ensure the trust and confidence of our employees, members, and stakeholders. Actions Our own operations During 2025, we took the following actions: \ We have initiated the search for an automated screening solution to support due diligence of suppliers and third-party vendors. Future actions For 2026-2027, we are planning the following actions: Our own operations \ We will continue to explore purchase-to-pau solutions to create a more seamless and efficient payment process. \ We will streamline and strengthen our due diligence processes by progressing the implementation of an automated screening solution for suppliers and third- party vendors. This includes further integrating the solution into existing procurement and compliance processes to ensure more consistent, efficient, and risk-based due diligence across the organization. Targets SATS measures employee advocacy annually using the Employee Net Promoter Score (eNPS) survey. This single-question survey asks employees, “How likely are you to recommend SATS as a workplace to a friend or acquaintance?” Responses range from 0 to 10, with 10 being “Highly likely” and 0 being “Not at all likely.” Respondents are categorized into Promoters (9–10), Passives (7–8), and Detractors (0–6). The eNPS is calculated by subtracting the percentage of Detractors from the percentage of Promoters, resulting in a score between - 100 and 100. Scores above 30 are considered favorable. In November 2025, the SATS group achieved an eNPS score of 37, compared to 23 in 2024 and 19 in 2023. This demonstrates a positive trend and reflects our ongoing efforts to enhance the employee experience. The eNPS provides valuable insights into our corporate culture and how employees perceive SATS as an employer. To further improve our eNPS, we will continue to focus on the key drivers influencing employee satisfaction, strengthening areas of lower performance while maintaining the factors that contribute to high scores. We have also introduced a new target: achieving an eNPS score that surpasses the reference index. By annually reporting our eNPS results externally, we reinforce our commitment to transparency, continuous improvement, and fostering a workplace culture that is both engaging and supportive. 0 5 10 15 20 25 30 35 40 2025202420232022 16 19 23 32 Reference index Reference index 37 10 Creators of NPS, Bain & Company, suggest a score: • Above 0 is good • Above 20 is favorable • Above 50 is excellent • Above 80 is world class eNPS Score MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 69
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ESRS2 Appendix Disclosure requirements and incorporation by reference The tables below present all ESRS disclosure requirements from ESRS 2 and the seven topical standards that are material to SATS that have informed the preparation of our sustainability statements. We have excluded disclosure requirements from the topical standards E2, E3, E5, S2 and S3 as they fall below our materiality thresholds. These tables provide a guide for navigating specific disclosure requirements within our sustainability statements. Additionally, the tables indicate where relevant information has been placed outside the sustainability statements. These are “incorporated by reference” and can be found in the management’s review, financial statements within this annual report, or the separate remuneration report. If no information related to a disclosure requirement is currently available, no reference is provided. SUS Sustainability statements CG Corporate Governance FS Financial statements DISCLOSURE REQUIREMENT CROSS-CUTTING STANDARDS SECTION/ REPORT PAGE ADDITIONAL INFORMATION ESRS 2 General disclosures BP-1 General basis for preparation of sustainability statements SUS 33, 34 BP-2 Disclosures in relation to specific circumstances SUS 34 GOV-1 The role of the administrative, management and supervisory bodies CG 34, 35 GOV-2 Information provided to and sustainability matters addressed by the undertaking’s administrative, management and supervisory bodies SUS 35 Audit Committee and Sustainability Committee GOV-3 Integration of sustainability- related performance in incentive schemes SUS 34 GOV-4 Statement on due diligence SUS 35 GOV-5 Risk management and internal controls over sustainability reporting SUS 35, 36 SBM-1 Strategy, business model and value chain (products, markets, customers) SUS 36, 37 Strategy, business model and value chain (headcount by country) FS Strategy, business model and value chain (breakdown of revenue) FS SBM-2 Interests and views of stakeholders SUS 38 SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model SUS 39 IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities SUS 42, 43, 44 IRO-2 Disclosure requirements in ESRS covered by the undertaking’s sustainability statement SUS 71, 72 DISCLOSURE REQUIREMENT ENVIRONMENTAL STANDARDS SECTION/ REPORT PAGE ADDITIONAL INFORMATION ESRS E1 Climate Change SUS ESRS 2, GOV 3 Integration of sustainability- related performance in incentive schemes SUS 50 E1-1 Transition plan for climate change mitigation SUS 50 ESRS 2, SBM 3 Material impacts, risks and opportunities, and their interaction with strategy and business model SUS 50, 51 ESRS 2, IRO-1 Description of the processes to identify and assess material climate related impacts, risks and opportunities SUS 50, 51, 52 E1-2 Policies related to climate change mitigation and adaptation SUS 51 E1-3 Actions and resources in relation to climate change policies SUS 52, 53 E1-4 Targets related to climate change mitigation and adaptation SUS 53, 54 E1-5 Energy consumption and mix SUS 55 E1-6 Gross Scopes 1, 2, 3 and total GHG emissions SUS 54 E1-7 GHG removals and GHG mitigation projects financed through carbon credits - NR E1-8 Internal carbon pricing - NR E1-9 Anticipated financial effects from material physical and transition risks and potential climate-related opportunities - NR MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 70
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DISCLOSURE REQUIREMENT SOCIAL STANDARDS SECTION/ REPORT PAGE ESRS S1 Own workforce SUS ESRS 2, SBM-2 Interests and views of stakeholders SUS 57 ESRS 2, SBM-3 Material impacts, risks and opportunities and their interaction with strategy and business model SUS 57, 58, 59 S1-1 Policies related to own workforce SUS 57, 58 S1-2 Processes for engaging with own workers and workers’ representatives about impacts SUS 58, 59 S1-3 Processes to remediate negative impacts and channels for own workers to raise concerns SUS 58, 59 S1-4 Taking action on material impacts on own workforce, and approaches to mitigating material risks and pursuing material opportunities related to own workforce, and effectiveness of those actions SUS 61 S1-5 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities SUS 61 S1-6 Characteristics of the undertaking’s employees SUS 62 S1-7 Characteristics of non-employee workers in the undertaking’s own workforce - 62, 63 S1-8 Collective bargaining coverage and social dialogue SUS NR S1-9 Diversity metrics SUS 62 S1-10 Adequate wages - NR S1-11 Social protection SUS 60 S1-12 Persons with disabilities - NR S1-13 Training and skills development metrics SUS 63 S1-14 Health and safety metrics SUS 63 S1-15 Work-life balance metrics SUS 63 S1-16 Compensation metrics (pay gap and total compensation) SUS 63 S1-17 Incidents, complaints and severe human rights impacts SUS 63 DISCLOSURE REQUIREMENT SOCIAL STANDARDS SECTION/ REPORT PAGE ESRS S4 Consumers and end-users SUS ESRS 2, SBM-2 Interests and views of stakeholders SUS 64 ESRS 2, SBM-3 and SBM-4 Material impacts, risks and opportunities and their interaction with strategy and business model SUS 64, 65 S4-1 Policies related to consumers and end-users SUS 64 S4-2 Processes for engaging with consumers and end-users to raise concerns SUS 64, 65, 66 S4-3 Channels for consumers and end-users to raise concerns SUS 65, 66 S4-4 Targets related to managing material negative impacts, advancing positive impacts, and managing material risks and opportunities SUS 67 S4-5 Taking action on material impacts on consumers and end-users and effectiveness of those actions SUS 66, 67 S4-6 Approaches to mitigating material risks and pursuing material opportunities related to consumers and end-users SUS 66, 67 DISCLOSURE REQUIREMENT GOVERNANCE STANDARDS SECTION/ REPORT PAGE ESRS G1 Business conduct ESRS 2, GOV-1 The role of the administrative, supervisory and management bodies SUS 69 ESRS 2,IRO-1 Description of the processes to identify and assess material impacts, risks and opportunities SUS 69 G1-1 Business conduct policies and corporate culture SUS 69, 70 G1-2 Management of relationships with suppliers SUS 70 G1-3 Prevention and detection of corruption and bribery SUS 70 G1-4 Incidents of corruption or bribery - NR G1-5 Political influence and lobbying activities - NR G1-6 Characteristics of the undertaking’s employees - NR MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 71
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ESRS 2, IRO-2 ESRS data points from other EU legislation The tables below present all data points originating from other EU legislation, as outlined in ESRS 2, Appendix B. They indicate where each data point appears in the sustainability statements and specify those assessed as ‘Not Material’ (NM), ‘Not Stated’ (NS), or ‘Not Relevant’ (NR). Legislation SFDR Sustainable Finance Disclosure Regulation P3 EBA Pillar 3 disclosure requirements BRR Climate Benchmark Standards Regulation EUCL EU Climate Law Other short forms NR Not relevant NS Not stated NM Not material DISCLOSURE REQUIREMENT DATA POINT DESCRIPTION LEGISLATION PAGE ESRS 2, GOV-1 21 (d) Board’s gender diversity SFDR/BRR 20 21 (e) Percentage of board members who are independent BRR 24 ESRS 2, GOV-4 30 Statement on due diligence SFDR 35 ESRS 2, SBM-1 40 (d) (i) Involvement in activities related to fossil fuel activities SFDR/P3/BRR NM 40 (d) (ii) Involvement in activities related to chemical production SFDR/BRR NM 40 (d) (iii) Involvement in activities related to controversial weapons SFDR/BRR NM 40 (d) (iv) Involvement in activities related to cultivation and production of tobacco BRR NM ESRS E1-1 14 Transition plan to reach climate neutrality by 2050 EUCL NS 16 (g) Undertakings excluded from Paris- aligned benchmarks P3/BRR NM ESRS E1-4 34 GHG emission reduction targets SFDR/P3/BRR 53, 54 ESRS E1-5 38 Energy consumption from fossil sources disaggregated by sources (only high climate impact sectors) SFDR 55 37 Energy consumption and mix SFDR 55 40-43 Energy intensity associated with activities in high climate impact sectors SFDR 55 ESRS E1-6 44 Gross scope 1, 2, 3, and total GHG emissions SFDR/P3/BRR 54 53-55 Gross GHG emissions intensity SFDR/P3/BRR 55 ESRS E1-7 56 GHG removals and carbon credits EUCL NM ESRS E1-9 66 Exposure of the benchmark portfolio to climate- related physical risks BRR NM 66 (a); 66 (c) Disaggregation of monetary amounts by acute and chronic physical risk; location of significant assets at material physical risk P3 NM 67 (c) Breakdown of the carrying value of its real estate assets by energy-efficiency classes P3 NM 69 Degree of exposure of the portfolio to climate- related opportunities BRR NM DISCLOSURE REQUIREMENT DATA POINT DESCRIPTION LEGISLATION PAGE ESRS E2-4 28 Amount of each pollutant listed in annex II of the E-PRTR regulation emitted to air, water, and soil SFDR NM 9 Water and marine resources SFDR NM 13 Dedicated policy SFDR NM 14 Sustainable oceans and seas SFDR NM ESRS E3-4 28 (c) Total water recycled and reused SFDR NM 29 Total water consumption in m3 per net revenue on own operations SFDR NM ESRS E4, SBM-3 (ESRS 2) 16 (a) (i) Activities negatively affecting biodiversity- sensitive areas SFDR NM 16 (b) Land degradation, desertification, or soil sealing SFDR NM 16 (c) Threatened species SFDR NM ESRS E4-2 24 (b) Sustainable land/agriculture practices or policies SFDR NM 24 (c) Sustainable oceans/seas practices or policies SFDR NM 24 (d) Policies to address deforestation SFDR NM ESRS E5-5 37 (d) Non-recycled waste SFDR NM 39 Hazardous waste and radioactive waste SFDR NM ESRS S1, SBM-3 (ESRS 2) 14 (f) Risk of incidents of forced labor SFDR NM 14 (g) Risk of incidents of child labor SFDR NM ESRS S1-1 20 Human rights policy commitments SFDR 58 21 Due diligence policies on issues addressed by the fundamental International Labor organization Conventions 1 to 8 BRR 58 22 Processes and measures for preventing trafficking in human beings SFDR NM 23 Workplace accident prevention policy or management system SFDR NM ESRS S1-3 32 (c) Grievance/complaints-handling mechanisms SFDR 58, 59 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 72
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DISCLOSURE REQUIREMENT DATA POINT DESCRIPTION LEGISLATION PAGE ESRS S1-14 88 (b) and (c) Number of fatalities and number and rate of work-related accidents SFDR/BRR NM 88 (e) Number of days lost to injuries, accidents, fatalities, or illness SFDR NM ESRS S1-16 97 (a) Unadjusted gender pay gap SFDR/BRR NM 97 (b) Excessive CEO pay ratio SFDR NM ESRS S1-17 103 (a) Incidents of discrimination SFDR NM 104 (a) Non-respect of UNGPs on Business & Human Rights, ILO principles, or OECD guidelines SFDR/BRR NM ESRS S2, SBM-3 (ESRS 2) 11 (b) Significant risk of child labor or forced labor in the value chain SFDR NM ESRS S2-1 17 Human rights policy commitments SFDR 58 18 Policies related to value chain workers SFDR NM 19 Non-respect of UNGPs on Business & Human Rights, ILO principles, or OECD guidelines SFDR/BRR NM 19 Due diligence policies on issues addressed by the fundamental International Labor Organization Conventions 1 to 8 BRR 58 ESRS S2-4 36 Human rights issues and incidents connected to its upstream and downstream value chain SFDR NM ESRS S3-1 16 Human rights policy commitments SFDR 58 17 Non-respect of UNGPs on Business & Human Rights, ILO principles, or OECD guidelines SFDR/BRR 58 ESRS S3-4 36 Human rights issues and incidents SFDR NM ESRS S4-1 16 Policies related to consumers and end-users SFDR 64 17 Non-respect of UNGPs on Business and Human Rights and OECD guidelines SFDR/BRR NM ESRS S4-4 35 Human rights issues and incidents SFDR NM ESRS G1-1 10 (b) United Nations Convention against Corruption SFDR 58 10 (d) Protection of whistleblowers SFDR 66 ESRS G1-4 24 (a) Fines for violation of anti-corruption and anti-bribery laws SFDR/BRR NM 24 (b) Standards of anti-corruption and anti-bribery SFDR NM MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 73
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Signatures from the BoD and the CEO Oslo, March 27, 2026 (Signed electronically) Hugo Lund Maurstad Chair of the Board Martin Folke Tivéus Board Member Maria Tallaksen Board Member Andreas Holm Board Member Lisa Åberg Board Member Anita Gullstedt Board Member, Employee Representative Carl Thorsson Board Member, Employee Representative Sondre Gravir CEO MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 74
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FINANCIAL STATEMENTS Consolidated financial statements ...of profit or loss ...of comprehensive income ...of financial position ...of changes in equity ...of cash flows Notes to the consolidated financial statements Financial statements parent company Statement of profit or loss Statements of financial position Statements of cash flows Notes to the financial statements Statement from the Board and the CEO Auditor’s report Sustainability auditor’s limited assurance report Alternative performance measures Definitions MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 75
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Consolidated financial statements MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 76
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Consolidated Financial Statements Consolidated statement of profit or loss Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Note 1 General information Note 2 Basis of preparing the consolidated financial statements Note 3 Segment information Note 4 Revenue, contract assets and contract liabilities Note 5 Personnel expenses Note 6 Other operating expenses Note 7 Net financial items Note 8 Tax Note 9 Intangible assets Note 10 Leases Note 11 Property, plant and equipment Note 12 Other non-current receivables Note 13 Group structure Note 14 Inventories Note 15 Accounts receivables and other current receivables Note 16 Cash and cash equivalents Note 17 Shareholders’ equity Note 18 Earnings per share Note 19 Borrowings Note 20 Reconciliation of cash and cash equivalents and borrowings Note 21 Financial risk factors Note 22 Financial instruments Note 23 Other current liabilities Note 24 Related parties Note 25 Events after the balance sheet date Consolidated statement of profit or loss Amounts in NOK million for the period ended December 31 Notes 2025 2024 Revenue 3, 4 5,509 5,064 Cost of goods sold -146 -143 Personnel expenses 5 -2,055 -1,861 Other operating expenses 6, 10 -1,199 -1,119 Depreciation and amortization 9, 10, 11 -1,217 -1,198 Total operating expenses -4,617 -4,320 Operating profit 892 744 Interest income 30 39 Financial income 43 115 Interest expense 19 -311 -334 Financial expense -39 -131 Net financial items 7 -276 -310 Profit before tax 616 434 Income tax expense 8 -141 -108 Profit 474 326 Profit for the year is attributable to: Equity holders of the parent company 18 474 326 Total allocation 474 326 Earnings per share in NOK Basic earnings per share attributable to ordinary equity 18 2.35 1.59 Diluted earnings per share attributable to ordinary equity 18 2.34 1.59 77 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 77
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Consolidated Financial Statements Consolidated statement of profit or loss Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Note 1 General information Note 2 Basis of preparing the consolidated financial statements Note 3 Segment information Note 4 Revenue, contract assets and contract liabilities Note 5 Personnel expenses Note 6 Other operating expenses Note 7 Net financial items Note 8 Tax Note 9 Intangible assets Note 10 Leases Note 11 Property, plant and equipment Note 12 Other non-current receivables Note 13 Group structure Note 14 Inventories Note 15 Accounts receivables and other current receivables Note 16 Cash and cash equivalents Note 17 Shareholders’ equity Note 18 Earnings per share Note 19 Borrowings Note 20 Reconciliation of cash and cash equivalents and borrowings Note 21 Financial risk factors Note 22 Financial instruments Note 23 Other current liabilities Note 24 Related parties Note 25 Events after the balance sheet date Consolidated statement of comprehensive income Amounts in NOK million for the period ended December 31 2025 2024 Profit for the year 474 326 Other comprehensive income Foreign exchange rate changes – may be reclassified to profit or loss -32 -10 Other comprehensive income, net of tax -32 -10 Total comprehensive income 443 315 Total comprehensive income is attributable to: Equity holders of the parent company 443 315 Total comprehensive income 443 315 78 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 78
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Consolidated Financial Statements Consolidated statement of profit or loss Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Note 1 General information Note 2 Basis of preparing the consolidated financial statements Note 3 Segment information Note 4 Revenue, contract assets and contract liabilities Note 5 Personnel expenses Note 6 Other operating expenses Note 7 Net financial items Note 8 Tax Note 9 Intangible assets Note 10 Leases Note 11 Property, plant and equipment Note 12 Other non-current receivables Note 13 Group structure Note 14 Inventories Note 15 Accounts receivables and other current receivables Note 16 Cash and cash equivalents Note 17 Shareholders’ equity Note 18 Earnings per share Note 19 Borrowings Note 20 Reconciliation of cash and cash equivalents and borrowings Note 21 Financial risk factors Note 22 Financial instruments Note 23 Other current liabilities Note 24 Related parties Note 25 Events after the balance sheet date Consolidated statement of financial position Amounts in NOK million at December 31 Notes 2025 2024 NON-CURRENT ASSETS Intangible assets Goodwill 9 2,587 2,570 Other intangible assets 9 80 91 Total non-current intangible assets 2,667 2,661 Property, plant and equipment Right-of-use assets 10 4,769 4,657 Leasehold improvements 11 497 447 Fitness equipment 11 368 289 Other equipment, fixtures and fittings 11 51 56 Total non-current property, plant and equipment 5,686 5,449 Financial assets Derivative financial instruments 21, 22 0 33 Other non-current receivables 12, 24 72 56 Total non-current financial assets 72 89 Deferred tax asset1 8 141 134 Total non-current assets 8,567 8,333 CURRENT ASSETS Inventories 14 61 54 Other current receivables 15 209 264 Accounts receivables 15 161 159 Contract assets 4 113 104 Derivative financial instruments 21, 22 16 0 Cash and cash equivalents 16, 20 512 371 Total current assets 1,072 952 Total assets 9,639 9,284 Amounts in NOK million at December 31 Notes 2025 2024 EQUITY Share capital 433 435 Share premium 2,923 3,050 Treasury shares -10 -19 Other reserves -28 -7 Retained earnings -1,863 -2,115 Total equity 17, 18 1,454 1,345 LIABILITIES Non-current liabilities Deferred tax liability1 8 55 52 Borrowings 19, 20 1,480 1,440 Lease liability 10, 19, 20 4,189 4,090 Derivative financial instruments 21, 22 1 4 Total non-current liabilities 5,726 5,586 Current liabilities Borrowings 19, 20 9 12 Lease liability 10, 19, 20 987 959 Derivative financial instruments 21, 22 3 6 Contract liability 4, 23 724 653 Trade and other payables 100 178 Current tax liabilities 125 74 Public fees and charges payable 134 112 Other current liabilities 23 377 360 Total current liabilities 2,458 2,353 Total liabilities 8,185 7,940 Total equity and liabilities 9,639 9,284 Oslo, March 27, 2026 (Signed electronically) Hugo Lund Maurstad Chair of the Board Martin Folke Tivéus Board Member Maria Tallaksen Board Member Andreas Holm Board Member Lisa Åberg Board Member Anita Gullstedt Board Member, Employee Representative Carl Thorsson Board Member, Employee Representative Sondre Gravir CEO 1. A reclassification between Deferred tax assets and Deferred tax liability of NOK 52 million is recognized as of December 31, 2024. 79 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 79
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Consolidated Financial Statements Consolidated statement of profit or loss Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Note 1 General information Note 2 Basis of preparing the consolidated financial statements Note 3 Segment information Note 4 Revenue, contract assets and contract liabilities Note 5 Personnel expenses Note 6 Other operating expenses Note 7 Net financial items Note 8 Tax Note 9 Intangible assets Note 10 Leases Note 11 Property, plant and equipment Note 12 Other non-current receivables Note 13 Group structure Note 14 Inventories Note 15 Accounts receivables and other current receivables Note 16 Cash and cash equivalents Note 17 Shareholders’ equity Note 18 Earnings per share Note 19 Borrowings Note 20 Reconciliation of cash and cash equivalents and borrowings Note 21 Financial risk factors Note 22 Financial instruments Note 23 Other current liabilities Note 24 Related parties Note 25 Events after the balance sheet date Consolidated statement of changes in equity Amounts in NOK million Notes Share capital Share premium Treasury shares Foreign exchange translation reserve Share-based payments reserve Retained earnings Total attributable to owners of the Group Total equity Equity January 1, 2024 435 3,050 -24 -3 2 -2,441 1,020 1,020 Profit for the year 326 326 326 OCI for the year -10 -10 -10 Total comprehensive income for the year 0 0 0 -10 0 326 315 315 Investment program 4 4 4 Proceeds from sale of own shares 5 5 5 Equity December 31, 2024 435 3,050 -19 -14 7 -2,115 1,345 1,345 Equity January 1, 2025 435 3,050 -19 -14 7 -2,115 1,345 1,345 Profit for the year 474 474 474 OCI for the year -32 -32 -32 Total comprehensive income for the year 0 0 0 -32 0 474 443 443 Investment program 10 2 12 12 Repurchase of shares 17 -16 -250 -267 -267 Proceeds from sale of own shares 4 44 49 49 Cancellation of own shares 17 -2 2 0 0 Dividends 17 -127 -127 -127 Reclassification 17 18 -18 0 0 Equity December 31, 2025 433 2,923 -10 -46 17 -1,863 1,454 1,454 80 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 80
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Consolidated Financial Statements Consolidated statement of profit or loss Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Note 1 General information Note 2 Basis of preparing the consolidated financial statements Note 3 Segment information Note 4 Revenue, contract assets and contract liabilities Note 5 Personnel expenses Note 6 Other operating expenses Note 7 Net financial items Note 8 Tax Note 9 Intangible assets Note 10 Leases Note 11 Property, plant and equipment Note 12 Other non-current receivables Note 13 Group structure Note 14 Inventories Note 15 Accounts receivables and other current receivables Note 16 Cash and cash equivalents Note 17 Shareholders’ equity Note 18 Earnings per share Note 19 Borrowings Note 20 Reconciliation of cash and cash equivalents and borrowings Note 21 Financial risk factors Note 22 Financial instruments Note 23 Other current liabilities Note 24 Related parties Note 25 Events after the balance sheet date Consolidated statement of cash flows Amounts in NOK million for the period ended December 31 Notes 2025 2024 CASH FLOW FROM OPERATING ACTIVITIES Profit before tax 616 434 Adjustment for: Taxes paid in the period 8 -90 -24 Loss from sale of gym equipment 11 -2 -1 Depreciation, amortization and impairment 9, 10, 11 1,217 1,198 Net financial items 7 276 310 Change in inventory 14 -8 1 Change in accounts receivables 15 -1 -23 Change in trade payables -78 49 Change in other receivables and accruals 15, 23 152 9 Net cash flow from operations 2,082 1,953 CASH FLOW FROM INVESTING Purchase of property, plant and equipment and intangible assets 9, 11 -309 -287 Loan to related parties 24 -15 0 Proceeds from property, plant and equipment 3 2 Proceeds from loan to related parties 24 3 3 Net cash flow from investing -318 -282 Amounts in NOK million for the period ended December 31 Notes 2025 2024 CASH FLOW FROM FINANCING Repayments of borrowings 19 -85 -435 Proceeds from borrowings 19 85 113 Installments on lease liabilities 10 -992 -962 Interest paid1 19 -42 -64 Interest received1 14 14 Interest on lease liabilities 10 -251 -246 Dividends paid 17 -127 0 Purchase of own shares 17 -267 0 Proceeds from sale of own shares 5 49 5 Other financial items1 7 2 -5 Net cash flow from financing -1,615 -1,580 Net increase in cash and cash equivalents 149 91 Effect of foreign exchange rate changes on cash and cash equivalents -7 -2 Cash and cash equivalents at the beginning of the period 371 282 Cash and cash equivalents at the end of the period 16 512 371 1. Reclassifications between Interest paid, Interest received and Other financial items are recognized in 2024. 81 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 81
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Consolidated Financial Statements Consolidated statement of profit or loss Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Note 1 General information Note 2 Basis of preparing the consolidated financial statements Note 3 Segment information Note 4 Revenue, contract assets and contract liabilities Note 5 Personnel expenses Note 6 Other operating expenses Note 7 Net financial items Note 8 Tax Note 9 Intangible assets Note 10 Leases Note 11 Property, plant and equipment Note 12 Other non-current receivables Note 13 Group structure Note 14 Inventories Note 15 Accounts receivables and other current receivables Note 16 Cash and cash equivalents Note 17 Shareholders’ equity Note 18 Earnings per share Note 19 Borrowings Note 20 Reconciliation of cash and cash equivalents and borrowings Note 21 Financial risk factors Note 22 Financial instruments Note 23 Other current liabilities Note 24 Related parties Note 25 Events after the balance sheet date Notes to the consolidated financial statements NOTE 1 General informa tion SATS (“the Group”) consists of SATS ASA (“the company”) and its subsidiaries. As a public limited company, the parent company is subject to the Norwegian Public Limited Company Act. The accompanying consolidated financial statements include the financial statements of SATS ASA and its subsidiaries. SATS ASA, is registered and domiciled in Norway and has its head office at Nydalsveien 28, Oslo. The consolidated financial statements were approved by the Board of Directors on March 27, 2026. NOTE 2 Basis of preparing the consolida ted financial st a tements SATS ASA’s consolidated financial statements are prepared in accordance with IFRS® Accounting Standards as adopted by the European Union (EU) and the additional disclosure requirements of the Norwegian Accounting Act (Regnskapsloven). The financial statements have been prepared on a historical cost basis, with the exception of certain financial assets and liabilities (including derivatives instruments) which are measured at fair value. All amounts are rounded to the nearest NOK million, unless stated otherwise. Consolidation principles Subsidiaries are all entities (including structured entities) over which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are consolidated from the time control arises and deconsolidated when control ceases. All intercompany balances and transactions, including internal profits and unrealized profits and losses arising from internal transactions, have been eliminated. Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in NOK, which is SATS ASA’s functional and presentation currency. Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies at year-end exchange rates are generally recognized in profit or loss. For consolidation purposes, subsidiaries with a functional currency other than NOK are translated into NOK. Assets and liabilities are translated based on the exchange rate at the balance sheet date. Income and expenses are translated based on the monthly average exchange rate. Translation differences are recognized in other comprehensive income and specified separately in equity. Upon the sale of foreign subsidiaries, accumulated translation differences related to the entity are reclassified through profit or loss and included as part of the gain or loss. Significant accounting policies The following description of accounting principles relevant for presentation and consolidation applies to SATS ASA’s 2025 financial reporting, including comparative figures. The accounting policies for items covered by specific note disclosures are incorporated in the individual notes. Business combinations Business combinations are accounted for using the purchase method, where identifiable assets, liabilities and contingent liabilities are valued and recognized at fair value at the date of acquisition. That part of the price that exceeds the fair value of identifiable assets and liabilities constitutes goodwill. Acquisition-related costs are expensed as incurred. Statement of cash flows The cash flow statement is prepared using the indirect method. Cost of goods Cost of goods is the cost of acquiring the products that a company sells during the period and includes impairment of inventory, scrapping and obsolescence write-down. Provisions Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events, it is probable an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. Provisions are not recognized for future operating losses. The provision is calculated on the basis of the best estimate of anticipated expenses. If the effect is material, anticipated future cash flows will be discounted using a current pre- tax interest rate that reflects the risks specific to the provision. Critical estimates and significant accounting judgements Management makes estimates and assumptions in recognizing and measuring assets, liabilities, income and expenses. Estimates and judgements are continually evaluated and are based on historical experience as adjusted for current market conditions and other factors. Actual results may differ from these estimates. The estimates, assumptions and management judgements that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are set out below and disclosed in the relevant notes. \ Deferred tax assets (Note 8 Tax) \ Impairment of intangible assets (Note 9 Intangible assets) \ Depreciation of property, plant and equipment (Note 11 Property, plant and equipment) Accounting estimates made by the Group’s management are based on information available to management at the time each estimate is made. Accordingly, actual outcomes may differ materially from current expectations under different assumptions and conditions. The significant judgements that management has made in applying its accounting policies, and the estimates and assumptions for which there is a significant risk of a material adjustment to the Financial Statements within the next financial year, are set out below and disclosed in the relevant notes. 82 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 82
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Consolidated Financial Statements Consolidated statement of profit or loss Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Note 1 General information Note 2 Basis of preparing the consolidated financial statements Note 3 Segment information Note 4 Revenue, contract assets and contract liabilities Note 5 Personnel expenses Note 6 Other operating expenses Note 7 Net financial items Note 8 Tax Note 9 Intangible assets Note 10 Leases Note 11 Property, plant and equipment Note 12 Other non-current receivables Note 13 Group structure Note 14 Inventories Note 15 Accounts receivables and other current receivables Note 16 Cash and cash equivalents Note 17 Shareholders’ equity Note 18 Earnings per share Note 19 Borrowings Note 20 Reconciliation of cash and cash equivalents and borrowings Note 21 Financial risk factors Note 22 Financial instruments Note 23 Other current liabilities Note 24 Related parties Note 25 Events after the balance sheet date \ Critical judgements in recognizing revenue, joining fees (Note 4 Revenue, contract assets and contract liabilities) \ Critical judgements in recognizing revenue, financing components (Note 4 Revenue, contract assets and contract liabilities) \ Critical judgements in determining the lease term (Note 10 Leases) New and amended standards adopted by the Group The Group has not changed its presentation or accounting principles or adopted new standards that significantly affect the financial reporting in 2025 or the comparison with previous periods. A new standard, IFRS 18 “Presentation and Disclosure in Financial Statements”, will be effective from January 1, 2027. IFRS 18 introduces new requirements to present specific categories and defines subtotals in the statement of profit or loss. All income and expenses within the statement of profit or loss must be classified into one of five categories: operating, investing, financing, income taxes and discontinued operations. The standard also requires the defined operating profit subtotal as the starting point for the analysis of cash flows from operating activities in the indirect method. Further, it introduces the concept of management-defined performance measures (MPMs), which are subtotals of income and expenses used by management to communicate financial performance and that are not specified by IFRS. These measures will be disclosed, defined and reconciled in the notes to the financial statements. The Group has commenced an analysis of the implications of IFRS 18. While the standard is not expected to affect total profit or equity, it will change the presentation of the statement of profit or loss and require enhanced note disclosures, including MPMs. The Group is evaluating classification impacts, the identification of relevant MPMs to be presented in the future, and how they will be defined and presented. The Group will apply the new standard from its mandatory effective date. Retrospective application is required, and so the comparative information for the financial year ending December 31, 2026 will be restated in accordance with IFRS 18. At the time of preparing the financial statements for 2025, there were no other changes in standards, interpretations of standards, or issued but not yet effective standards that are expected to significantly affect the Group’s financial statements. NOTE 3 Segment informa tion General The Group’s business is primarily the sale of fitness club memberships, personal trainer sessions and retail sales through the fitness clubs and the Group’s website. The Group’s sales are made primarily from fitness clubs in Norway, Sweden, Finland and Denmark. None of the Group’s customers amounts to 10 percent or more of total revenue. The Group’s chief operating decision-maker is the Nordic Management Group, consisting of the CEO, Group functions (CFO, Chief Digital Officer, Chief Marketing & Communication Officer, Chief Product Officer and Chief People & Operations Officer), and the Country Managers. The Nordic Management Group is responsible for allocating resources and assessing the performance of the segments. The Group’s performance is reviewed by the Nordic Management Group by geographical area of operations, which are identified as Norway, Sweden, Finland and Denmark. The “Group functions and other” column relates to other business activities, such as head office functions, and other unallocated items. The Nordic Management Group primarily uses EBITDA1, EBITDA before impact of IFRS 161 and Country EBITDA before impact of IFRS 161 to assess the performance of the operating segments. However, the Nordic Management Group also receives information about the segments’ revenue and the consolidated balance sheet of the Group on a monthly basis. Revenue recognition The revenue recognition criteria in the segment information note are based on the Group’s accounting principles and are in accordance with IFRS 15. Please see Note 4 Revenue, contract assets and contract liabilities for additional information. Operating segment information FINANCIAL YEAR 2025 Amounts in NOK million Norway Sweden Finland Denmark Group functions and other Total Revenue Membership revenue 2,072 1,541 432 528 0 4,574 Other revenue 399 357 84 94 1 935 Total revenue 2,471 1,898 516 623 1 5,509 EBITDA1 and EBITDA before impact of IFRS 161 reconcile to profit/loss as follows: EBITDA before impact of IFRS 161 569 199 35 32 35 871 Impact of IFRS 16 481 484 132 140 0 1,237 EBITDA1 1,050 684 168 172 35 2,109 Depreciation and amortization -431 -461 -128 -151 -46 -1,217 Operating profit/loss 619 223 40 21 -11 892 Net financial items2 -88 -91 -25 -68 -4 -276 Income tax expense/income -117 -27 0 1 2 -141 Profit/loss for the year 413 105 15 -46 -12 474 1. For additional information about definitions, please see Alternative performance measures. 2. Financial income and expenses are allocated to Group functions and other since this type of activity is derived by the central treasury function, which manages the cash position of the Group. 83 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 83
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Consolidated Financial Statements Consolidated statement of profit or loss Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Note 1 General information Note 2 Basis of preparing the consolidated financial statements Note 3 Segment information Note 4 Revenue, contract assets and contract liabilities Note 5 Personnel expenses Note 6 Other operating expenses Note 7 Net financial items Note 8 Tax Note 9 Intangible assets Note 10 Leases Note 11 Property, plant and equipment Note 12 Other non-current receivables Note 13 Group structure Note 14 Inventories Note 15 Accounts receivables and other current receivables Note 16 Cash and cash equivalents Note 17 Shareholders’ equity Note 18 Earnings per share Note 19 Borrowings Note 20 Reconciliation of cash and cash equivalents and borrowings Note 21 Financial risk factors Note 22 Financial instruments Note 23 Other current liabilities Note 24 Related parties Note 25 Events after the balance sheet date FINANCIAL YEAR 2024 Amounts in NOK million Norway Sweden Finland Denmark Group functions and other Total Revenue Membership revenue 1,887 1,397 422 487 0 4,193 Other revenue 378 311 79 102 1 871 Total revenue 2,265 1,708 501 589 1 5,064 EBITDA1 and EBITDA before impact of IFRS 161 reconcile to profit/loss as follows: EBITDA before impact of IFRS 161 489 152 29 24 44 738 Impact of IFRS 16 466 460 137 141 0 1,204 EBITDA1 955 612 165 165 44 1,942 Depreciation and amortization -416 -441 -137 -148 -55 -1,198 Operating profit/loss 539 171 29 17 -11 744 Net financial items2 -84 -95 -25 -69 -37 -310 Income tax expense/income -79 -18 0 1 -12 -108 Profit/loss for the year 376 58 3 -51 -60 326 1. For additional information about definitions, please see Alternative performance measures. 2. Financial income and expenses are allocated to Group functions and other since this type of activity is derived by the central treasury function, which manages the cash position of the Group. Financial statement per segment Segments’ assets and liabilities are measured in the same way as in the financial statements. The assets are allocated based on the operations of the segment and the physical location of the asset. The Group’s borrowings and derivative financial instruments are not considered to be segment liabilities but are managed by the treasury function. FINANCIAL YEAR 2025 Amounts in NOK million Norway Sweden Finland Denmark Group functions and other Total Total non-current intangible assets 1,671 245 677 0 75 2,667 Non-current tangible assets1 2,092 2,315 598 681 0 5,686 Total non-current financial assets 0 0 0 45 28 72 Deferred tax asset 27 48 24 0 43 141 Current assets 1,330 372 182 -143 -669 1,072 Total assets 5,119 2,979 1,481 583 -523 9,639 Total liabilities 2,068 2,811 788 1,388 1,130 8,185 Investments 111 91 27 38 42 309 FINANCIAL YEAR 2024 Amounts in NOK million Norway Sweden Finland Denmark Group functions and other Total Total non-current intangible assets 1,674 232 674 5 75 2,661 Non-current tangible assets1 2,034 2,184 615 616 0 5,449 Total non-current financial assets 0 0 0 41 48 89 Deferred tax asset 27 44 24 0 39 134 Current assets 1,009 278 174 -65 -444 952 Total assets 4,743 2,739 1,487 597 -282 9,284 Total liabilities 2,116 2,588 809 1,353 1,073 7,940 Investments 86 88 16 44 52 287 1. Non-current tangible assets consist mainly of right-of-use assets, capitalized improvements on the leased fitness club facilities, and fitness equipment and exclude financial instruments, deferred tax assets, post-employment benefit assets, and rights arising under insurance contracts. 84 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 84
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Consolidated Financial Statements Consolidated statement of profit or loss Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Note 1 General information Note 2 Basis of preparing the consolidated financial statements Note 3 Segment information Note 4 Revenue, contract assets and contract liabilities Note 5 Personnel expenses Note 6 Other operating expenses Note 7 Net financial items Note 8 Tax Note 9 Intangible assets Note 10 Leases Note 11 Property, plant and equipment Note 12 Other non-current receivables Note 13 Group structure Note 14 Inventories Note 15 Accounts receivables and other current receivables Note 16 Cash and cash equivalents Note 17 Shareholders’ equity Note 18 Earnings per share Note 19 Borrowings Note 20 Reconciliation of cash and cash equivalents and borrowings Note 21 Financial risk factors Note 22 Financial instruments Note 23 Other current liabilities Note 24 Related parties Note 25 Events after the balance sheet date NOTE 4 Revenue, contract assets and contract liabilities Disaggregation of revenue In accordance with IFRS 15, management analyzes the revenue contracts with customers and disaggregates the revenue into the following product categories, which depicts how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors: \ Membership fees, consisting of subscription and joining fees \ Other revenue, mainly consisting of personal training (PT) and product sales Revenue from customers is disaggregated in the table below by geographical location, type of product, the timing of the reception of revenue, and segment. Revenue recognition SATS recognizes as revenue the agreed transaction price in the contract with the customer at the time when the Group transfers the control of a distinct product or service to a customer. Revenue is measured at the fair value of the consideration received or receivable. Amounts disclosed as revenue are net of returns, trade allowances, rebates and amounts collected on behalf of third parties. The Group bases its estimates on historical results, taking into consideration the type of customer, the type of transaction and the specifics of each arrangement. Revenue is recognized net of VAT, discounts and foreign exchange effects if the transaction is in a foreign currency. Intra-group sales are eliminated on consolidation. Critical judgements in recognizing revenue, financing components The Group does not expect to have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one year. As a consequence, the Group does not adjust any of the transaction prices for the time value of money. Membership fees MEMBERSHIP SUBSCRIPTION FEES The main product from SATS is fitness club memberships, where customers receive access to one or more of the Group’s fitness club facilities. Most SATS memberships entail access during all opening hours, giving the customer access to utilize the facilities at their own discretion, and should be defined as a service arrangement. The subscription members simultaneously receive and consume the fitness club services provided by SATS, and SATS therefore satisfies its performance obligation to its customers over time. Consequently, membership subscription revenue is also recognized over time. The customers enter into a contract with SATS when signing up for a subscription, through the website registration page, at a fitness club, or through customer service or sales representatives. The customer chooses the preferred subscription arrangement, where the terms, adjusted for any given discounts, are the same for all customers. The normal binding subscription period is twelve months, during which neither SATS nor the customer can terminate the subscription. Revenue related to sales of fitness club membership is recognized over the subscription period. DISCOUNTS WITH BINDING AGREEMENTS For some sales campaigns, customers can receive free months if they agree to a corresponding addition to the binding subscription period. The transaction price will be calculated based on the monthly subscription fee multiplied by the commitment period, i.e., twelve months of monthly fee payments over a thirteen-month subscription period. JOINING FEES When a customer signs up for a fitness club membership, a joining fee will be charged to the overall subscription amount. For this fee, the new members receive a membership registration, an automatic payment arrangement, and one free PT introduction session. The introduction session has commercial value to the customer, and normally the customer utilizes the PT introduction session the first month after the contract inception date. CRITICAL JUDGEMENTS IN RECOGNIZING REVENUE, JOINING FEES Management has made the assessment that the PT introduction session is the key performance obligation related to the joining arrangement, and the joining fee is consequently recognized as revenue at the subscription contract inception date. All other revenue related to membership subscriptions is recognized over the membership period. Revenue recognition – Other revenue PT SESSIONS PT sessions, where customers receive advice, inspiration and guidance from a certified fitness instructor, are offered as an additional service to SATS membership subscribers. PT sessions can be purchased individually or as prepaid access cards containing a given number of sessions. The price of a PT session is determined by the experience level of the instructor, the number of participants at each session and the number of prepaid sessions included in the access cards. Since the customer simultaneously receives and consumes the benefits provided by the PTs as the sessions unfold, the performance obligation is satisfied when the session is delivered. Revenue related to PT sessions is thus recognized at the point in time when the session is carried out. PRODUCT SALES Various fitness and training products, like sportswear, fitness gear, bars and energy drinks, are sold at the SATS fitness club retail areas. Sales are recognized when control of the products has been transferred, which is the point in time when the products are delivered to the customer. Payment of the transaction price is due immediately when the customer purchases the product and takes delivery in-store. The Group has a limited return policy for the customers, which does not materially affect the revenue recognition from the sale of goods. 85 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 85
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Consolidated Financial Statements Consolidated statement of profit or loss Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Note 1 General information Note 2 Basis of preparing the consolidated financial statements Note 3 Segment information Note 4 Revenue, contract assets and contract liabilities Note 5 Personnel expenses Note 6 Other operating expenses Note 7 Net financial items Note 8 Tax Note 9 Intangible assets Note 10 Leases Note 11 Property, plant and equipment Note 12 Other non-current receivables Note 13 Group structure Note 14 Inventories Note 15 Accounts receivables and other current receivables Note 16 Cash and cash equivalents Note 17 Shareholders’ equity Note 18 Earnings per share Note 19 Borrowings Note 20 Reconciliation of cash and cash equivalents and borrowings Note 21 Financial risk factors Note 22 Financial instruments Note 23 Other current liabilities Note 24 Related parties Note 25 Events after the balance sheet date DISAGGREGATION OF REVENUE FROM CONTRACTS WITH CUSTOMERS Amounts in NOK million Membership revenue Other revenue 2025 Norway 2,072 399 2,471 Sweden 1,541 357 1,898 Finland 432 84 516 Denmark 528 94 623 Group functions and other 0 1 1 Revenue from contracts with customers 4,574 935 5,509 Point-of-time revenue recognition Other revenue 935 Membership revenue1 29 Total point-of-time revenue recognition 965 Period-of-time revenue recognition Membership revenue 4,544 Total period-of-time revenue recognition 4,544 Amounts in NOK million Membership revenue Other revenue 2024 Norway 1,887 378 2,265 Sweden 1,397 311 1,708 Finland 422 79 501 Denmark 487 102 589 Group functions and other 0 1 1 Revenue from contracts with customers 4,193 871 5,064 Point-of-time revenue recognition Other revenue 871 Membership revenue1 41 Total point-of-time revenue recognition 913 Period-of-time revenue recognition Membership revenue 4,151 Total period-of-time revenue recognition 4,151 1. Consists of joining fee and invoicing fee. Contract assets and contract liabilities Contract assets and contract liabilities are disclosed in the Statement of financial position. Practical expedient In accordance with the practical expedient in IFRS 15, the Group does not disclose information about remaining performance obligations due to their original expected terms being one year or less. Contract assets Contract assets are recognized whenever a performance obligation is satisfied before consideration is received and relates mainly to PT subscription arrangements where the customer can pay the consideration over an extended credit period of up to twelve months. Contract assets are assessed for impairment in accordance with IFRS 9. As at December 31, 2025, contract assets have been reviewed for impairment, with no material impaired charge recognized. Contract liabilities Contract liabilities are recognized if SATS receives consideration or if it has the unconditional right to receive consideration in advance of performance. A large portion of the Group’s customers pay the monthly membership subscription fee in advance, and these prepayments are recognized as non-financial debt and will be settled in the Group's revenue. Gift cards relate to prepayments from customers related to the use of PT training sessions. Non- redeemed gift cards are recognized as revenue at the card’s expiry date, normally after one year. The following table shows the revenue recognized in 2025 that relates to contract liabilities. CONTRACT LIABILITIES Amounts in NOK million at December 31 2025 Contract liabilities as at the balance sheet date Membership subscriptions 442 Gift cards 1 PT sessions 282 Total contract liabilities 724 REVENUE RECOGNIZED FROM CONTRACT LIABILITIES Amounts in NOK million 2025 Revenue recognized in this period that was included in the contract liability balance at the beginning of the period Membership subscriptions 409 Gift cards 1 PT sessions 244 Total revenue recognized 653 Compensation packages related to COVID-19 Compensation packages related to COVID-19 and club closure across the club network are recorded as other revenue. In 2024, there was compensation received amounting to NOK 18 million. No COVID-19 compensation was received in 2025. 86 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 86
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Consolidated Financial Statements Consolidated statement of profit or loss Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Note 1 General information Note 2 Basis of preparing the consolidated financial statements Note 3 Segment information Note 4 Revenue, contract assets and contract liabilities Note 5 Personnel expenses Note 6 Other operating expenses Note 7 Net financial items Note 8 Tax Note 9 Intangible assets Note 10 Leases Note 11 Property, plant and equipment Note 12 Other non-current receivables Note 13 Group structure Note 14 Inventories Note 15 Accounts receivables and other current receivables Note 16 Cash and cash equivalents Note 17 Shareholders’ equity Note 18 Earnings per share Note 19 Borrowings Note 20 Reconciliation of cash and cash equivalents and borrowings Note 21 Financial risk factors Note 22 Financial instruments Note 23 Other current liabilities Note 24 Related parties Note 25 Events after the balance sheet date NOTE 5 Personnel expenses PERSONNEL EXPENSES Amounts in NOK million 2025 2024 Salary expenses including bonuses, holiday pay and other costs -1,658 -1,506 Share-based payments -16 -6 Social security contributions -278 -246 Pension costs -103 -103 Total personnel expenses -2,055 -1,861 FULL-TIME EQUIVALENTS 2025 2024 Norway 924 858 Sweden 866 877 Finland 254 260 Denmark 228 263 Total full-time equivalents 2,272 2,258 Personnel expenses increased while the number of full-time equivalents remained at the same level as in 2024. The increase in personnel expenses is primarily attributed to higher salaries and a weaker NOK, leading to higher personnel expenses when translating foreign currency financials. Pensions The Group provides defined contribution pension plans in line with local laws and practices. Under these plans, the pension expense recognised in the income statement equals the contributions paid during the period. The related expenses are presented in the personnel expenses table above. Once the contributions are made, the Group has no further obligations, and therefore no pension liability is recognized in the statement of financial position. Management and Board remuneration Compensation to senior executives is detailed below. REMUNERATION FOR SENIOR EXECUTIVES Amounts in NOK million 2025 2024 Salary 20 18 Other benefits 2 2 Pension benefits 4 3 Performance based bonus 10 9 Share Based Remuneration 8 1 Total remuneration for Senior executives 44 33 Remuneration to the members of the Board is summarized below. Amounts in NOK million 2025 2024 Total fees for Board of Directors 2 2 More detailed information on the compensation to the Group’s Senior executives and members of the Board of Directors is provided in a separate remuneration report prepared in accordance with the Norwegian Public Limited Liability Companies Act § 6-16b. The report for the financial year 2025 is published on SATS' website www.satsgroup. com under 'General meetings'. Employee share purchase program (ESPP) A share-based investment program has been approved by the Company’s annual general meeting. Under the program, employees of the Group are offered the opportunity to purchase shares in the Company for a maximum investment amount determined by their position. Shares are offered at a discount to the market price, typically ranging from 15–25 percent, where the level of discount depends on the applicable lock-up period. Since its introduction, the program has been offered on a recurring basis, and a significant number of employees have participated by acquiring shares in the Company. As part of the Share Investment Program, certain senior executives and other key employees may also be eligible to receive additional shares in the Company at no cost (“Matching Shares”). Matching Shares may be awarded in a ratio of 0.33:1 based on the number of shares acquired under the program, subject to predefined conditions being met. The award of Matching Shares is contingent upon the fulfilment of these conditions and is resolved by the Board of Directors. The Group’s share-based investment programs are accounted for in accordance with IFRS 2 Share-based Payment. Matching shares are measured at fair value at the grant date, and the cost is recognized as personnel expenses over the vesting period, with a corresponding increase in equity. Social security contributions related to the programs are measured at fair value at each reporting date, with changes recognized as personnel expenses. At each reporting date, the Group reassesses the number of matching shares expected to vest, and any adjustments to the estimate are recognized as personnel expenses. NUMBER OF MATCHING SHARES OUTSTANDING 2025 2024 Matching shares outstanding at January 1 1,029,398 1,199,888 Granted 575,222 124,072 Vested -181,982 -12,124 Forfeited -22,808 -282,438 Matching shares outstanding at December 31 1,399,830 1,029,398 87 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 87
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Consolidated Financial Statements Consolidated statement of profit or loss Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Note 1 General information Note 2 Basis of preparing the consolidated financial statements Note 3 Segment information Note 4 Revenue, contract assets and contract liabilities Note 5 Personnel expenses Note 6 Other operating expenses Note 7 Net financial items Note 8 Tax Note 9 Intangible assets Note 10 Leases Note 11 Property, plant and equipment Note 12 Other non-current receivables Note 13 Group structure Note 14 Inventories Note 15 Accounts receivables and other current receivables Note 16 Cash and cash equivalents Note 17 Shareholders’ equity Note 18 Earnings per share Note 19 Borrowings Note 20 Reconciliation of cash and cash equivalents and borrowings Note 21 Financial risk factors Note 22 Financial instruments Note 23 Other current liabilities Note 24 Related parties Note 25 Events after the balance sheet date NOTE 6 Other opera ting expenses OTHER OPERATING EXPENSES Amounts in NOK million 2025 2024 Property expenses1 -695 -660 Marketing expenses -143 -119 IT expenses -147 -138 Other operating expenses -215 -202 Total other operating expenses -1,199 -1,119 1. Property expenses consist of electricity, water, janitorial expenses, maintenance and short term lease and lease of low value assets according to IFRS 16. AUDITOR’S REMUNERATION Amounts in NOK million 2025 2024 Expensed auditor fees: Statutory audit Deloitte Norway -2 -4 Deloitte abroad -2 -2 Other attestation and assurance services Deloitte Norway1 -2 -1 Total auditor's remuneration -6 -7 1. In other attestation and assurance services for the year 2025, the attestation and assurance of the sustainability report is included with NOK 1.4 million (NOK 0.6 million in 2024). NOTE 7 Net financial items INTEREST INCOME AND OTHER FINANCIAL INCOME Amounts in NOK million 2025 2024 Interest income financial institutions 30 39 Foreign exchange gains unrealized 23 87 Foreign exchange gains realized 0 1 Net gain derivatives unrealized 13 17 Other financial income 7 11 Total interest income and other financial income 74 154 INTEREST EXPENSE AND OTHER FINANCIAL EXPENSES Amounts in NOK million 2025 2024 Interest expense financial institutions -60 -88 Interest on lease liabilities -251 -246 Foreign exchange losses realized -1 -79 Net loss derivatives unrealized -24 -37 Net loss derivatives realized 0 -4 Other financial expenses -14 -11 Total interest expense and other financial expenses -349 -465 Net financial items -276 -310 88 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 88
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Consolidated Financial Statements Consolidated statement of profit or loss Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Note 1 General information Note 2 Basis of preparing the consolidated financial statements Note 3 Segment information Note 4 Revenue, contract assets and contract liabilities Note 5 Personnel expenses Note 6 Other operating expenses Note 7 Net financial items Note 8 Tax Note 9 Intangible assets Note 10 Leases Note 11 Property, plant and equipment Note 12 Other non-current receivables Note 13 Group structure Note 14 Inventories Note 15 Accounts receivables and other current receivables Note 16 Cash and cash equivalents Note 17 Shareholders’ equity Note 18 Earnings per share Note 19 Borrowings Note 20 Reconciliation of cash and cash equivalents and borrowings Note 21 Financial risk factors Note 22 Financial instruments Note 23 Other current liabilities Note 24 Related parties Note 25 Events after the balance sheet date NOTE 8 Tax Income tax The income tax expense recognized in the income statement comprises the tax payable on the current period’s taxable income and changes in deferred tax assets and liabilities. If a tax arises from an item recognized in other comprehensive income or directly in equity, the related tax is recognized in other comprehensive income or directly in equity, respectively. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the company’s subsidiaries and associates operate and generate taxable income. Deferred tax liabilities are calculated using the liability method on temporary differences between the carrying amounts of assets and liabilities and their tax bases. However, deferred tax liabilities are not recognized if they arise from the initial recognition of goodwill. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realized or the deferred income tax liability is settled. Deferred tax assets are recognized only if it is probable that future taxable amounts will be available to utilize those temporary differences and losses. Deferred tax liabilities and assets are not recognized for temporary differences between the carrying amount and tax bases of investments in foreign operations where the company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future. Deferred tax liability and deferred tax assets are offset as far as this is possible under taxation legislation and regulations. The Group has assessed the applicability of the OECD Pillar 2 rules and concluded that it is not in scope. Therefore, no impact on the Group’s tax position is expected. TAX EXPENSE Amounts in NOK million 2025 2024 Tax payable -144 -86 Change in deferred tax 3 -22 Total tax expense -141 -108 Below is a specification of the tax effects of temporary differences and losses carried forward: DEFERRED TAX LIABILITIES Amounts in NOK million 2025 2024 Intangible assets 28 28 Gain and loss accounts 4 5 Financial instruments 28 30 Untaxed reserves 39 32 Revenue 4 3 Other items 11 6 Total deferred tax liabilities relating to temporary differences 115 103 DEFERRED TAX ASSETS Amounts in NOK million 2025 2024 Fixed assets 52 48 Leasing 79 76 Receivables 13 10 Losses carried forward 21 19 Interest 36 33 Total deferred tax assets relating to temporary differences and losses carried forward 200 185 Net deferred tax assets (liabilities) 86 82 RECONCILIATION TO BALANCE SHEETS Amounts in NOK million 2025 2024 Deferred tax asset 141 134 Deferred tax liability 55 52 Net deferred tax assets (liabilities) 86 82 EXPLANATION OF THE CHANGE IN THE DEFERRED TAX ASSETS AND LIABILITIES: Amounts in NOK million 2025 2024 Net carrying amount deferred tax at January 1 82 100 Charge to profit or loss 3 -22 Charge direct to equity -4 -1 Exchange differences 5 5 Net carrying amount deferred tax at December 31 86 82 89 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 89
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Consolidated Financial Statements Consolidated statement of profit or loss Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Note 1 General information Note 2 Basis of preparing the consolidated financial statements Note 3 Segment information Note 4 Revenue, contract assets and contract liabilities Note 5 Personnel expenses Note 6 Other operating expenses Note 7 Net financial items Note 8 Tax Note 9 Intangible assets Note 10 Leases Note 11 Property, plant and equipment Note 12 Other non-current receivables Note 13 Group structure Note 14 Inventories Note 15 Accounts receivables and other current receivables Note 16 Cash and cash equivalents Note 17 Shareholders’ equity Note 18 Earnings per share Note 19 Borrowings Note 20 Reconciliation of cash and cash equivalents and borrowings Note 21 Financial risk factors Note 22 Financial instruments Note 23 Other current liabilities Note 24 Related parties Note 25 Events after the balance sheet date LOSSES CARRIED FORWARD Amounts in NOK million at December 31 2025 2024 Tax jurisdiction: Finland 185 205 Denmark (unlimited expiration) 976 1,037 Sweden (unlimited expiration) 100 94 Total losses carried forward 1,261 1,336 Losses carried forward as at December 31, 2025 – Finland Unused tax losses incurred Expiration year Unused tax losses 2017 2027 18 2020 2030 38 2021 2031 93 2022 2032 36 Total losses carried forward as at December 31, 2025 185 Significant estimates on deferred tax assets Deferred tax assets recognized as at December 31, 2025, have been estimated based on future profitability assumptions over a five-year horizon, and the deferred tax assets are recognized only to the extent that it is probable that they will be realized. The unused tax losses in SATS Finland were not recognized for the substantial tax losses generated during the COVID-19 years, as the accumulated amounts were considered too substantial in relation to the uncertainty at the time. Based on current performance and future outlook, these tax losses are expected to be utilized going forward. The tax losses must be utilized according to the table above. The recognized deferred tax asset of NOK 25 million in Finland as at the balance sheet date of December 31, 2025, is related to depreciation differences on fixed assets. At the balance sheet date of December 31, 2025, no deferred tax assets were recognized in Denmark due to uncertainty surrounding whether future taxable profits will be available to offset the unused tax losses within a reasonable time frame. SATS Sports Club Sweden AB and SATS Holding AB have losses carried forward of NOK 100 million that are recognized in the balance sheet as at December 31, 2025. As a consequence of acquisitions of subsidiaries within the Swedish segment followed by mergers with SATS Sports Club Sweden AB, the losses are frozen and cannot be utilized until 2027. Additional acquisitions followed by mergers will result in a prolonged frozen period. The Group has in total a net deferred tax asset of NOK 278 million not recognized in the balance sheet as at December 31, 2025, consisting of losses carried forward and deferred tax assets on leasehold improvement, equipment, re-establishment obligation, provision for bad debts and deferred tax on goodwill and customer relations. RECONCILIATION OF TAX EXPENSE Amounts in NOK million 2025 2024 Profit/loss before tax Norway 547 454 Sweden 101 28 Finland 15 3 Denmark -47 -52 Corporate tax rates Norway, 22% -120 -100 Sweden, 20.6% -21 -6 Finland, 20% -3 -1 Denmark, 22% 10 11 Reconciling items: Non-deductible expenses 0 -2 Unused tax losses not recognized as deferred tax assets -6 -10 Other -1 -1 Calculated tax expense -141 -108 Weighted average tax rate 23.0% 24.9% 90 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 90
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Consolidated Financial Statements Consolidated statement of profit or loss Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Note 1 General information Note 2 Basis of preparing the consolidated financial statements Note 3 Segment information Note 4 Revenue, contract assets and contract liabilities Note 5 Personnel expenses Note 6 Other operating expenses Note 7 Net financial items Note 8 Tax Note 9 Intangible assets Note 10 Leases Note 11 Property, plant and equipment Note 12 Other non-current receivables Note 13 Group structure Note 14 Inventories Note 15 Accounts receivables and other current receivables Note 16 Cash and cash equivalents Note 17 Shareholders’ equity Note 18 Earnings per share Note 19 Borrowings Note 20 Reconciliation of cash and cash equivalents and borrowings Note 21 Financial risk factors Note 22 Financial instruments Note 23 Other current liabilities Note 24 Related parties Note 25 Events after the balance sheet date NOTE 9 Int angible assets Goodwill Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is not amortized, but it is tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired, and carried at cost less accumulated impairment losses. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. The Group tests goodwill annually at year-end for impairment. The method used to estimate the recoverable amount is value in use, based on discounted cash flow analysis (DCF). Based on the value-in-use calculation, the estimated recoverable amount exceeds the carrying amount with significant headroom for most CGUs. Software Development costs that are related to the development of IT systems are recognized as intangible assets when the criteria set out in IAS 38 Intangible Assets are met, including technical feasibility, the intention and ability to complete the asset, the availability of adequate resources, the probability of future economic benefits, and the ability to reliably measure the expenditure attributable to the asset. Costs associated with maintaining software programs are recognized as an expense as incurred. Directly attributable costs that are capitalized as part of the software include employee costs and costs for external consultants and service providers directly involved in the development of the software. Capitalized development costs are recorded as intangible assets and amortized from the point at which the asset is ready for use. Capitalized costs for internally developed software are amortized over the estimated period of usage: three years. Amortization is presented in the line Depreciation and amortization. GOODWILL Amounts in NOK million Norway Sweden Finland Denmark Total goodwill At January 1, 2024 Cost 1,868 223 652 0 2,744 Accumulated impairment -199 0 -10 0 -209 Net book value 1,669 223 642 0 2,535 Year ended December 31, 2024 Opening net book value 1,669 223 642 0 2,535 Effect of changes in foreign exchange cost 0 4 32 0 35 Closing Net book value 1,669 227 674 0 2,570 At December 31, 2024 Cost 1,868 227 684 0 2,779 Accumulated impairment -199 0 -10 0 -209 Net book value 1,669 227 674 0 2,570 Year ended December 31, 2025 Opening net book value 1,669 227 674 0 2,570 Effect of changes in foreign exchange cost 0 14 3 0 17 Closing Net book value 1,669 241 677 0 2,587 At December 31, 2025 Cost 1,868 241 687 0 2,796 Accumulated impairment -199 0 -10 0 -209 Net book value 1,669 241 677 0 2,587 Useful life Indefinite Indefinite Indefinite Indefinite Amortization method Not amortized Not amortized Not amortized Not amortized 91 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 91
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Consolidated Financial Statements Consolidated statement of profit or loss Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Note 1 General information Note 2 Basis of preparing the consolidated financial statements Note 3 Segment information Note 4 Revenue, contract assets and contract liabilities Note 5 Personnel expenses Note 6 Other operating expenses Note 7 Net financial items Note 8 Tax Note 9 Intangible assets Note 10 Leases Note 11 Property, plant and equipment Note 12 Other non-current receivables Note 13 Group structure Note 14 Inventories Note 15 Accounts receivables and other current receivables Note 16 Cash and cash equivalents Note 17 Shareholders’ equity Note 18 Earnings per share Note 19 Borrowings Note 20 Reconciliation of cash and cash equivalents and borrowings Note 21 Financial risk factors Note 22 Financial instruments Note 23 Other current liabilities Note 24 Related parties Note 25 Events after the balance sheet date OTHER INTANGIBLE ASSETS Amounts in NOK million Customer relations Trademark Internally developed software1 Total other intangible assets At January 1, 2024 Cost 72 267 519 856 Accumulated amortization and impairment -56 -266 -442 -764 Net book value 15 1 77 93 Year ended December 31, 2024 Opening net book value 15 1 77 93 Effect of changes in foreign exchange cost 2 0 9 11 Effect of changes in foreign exchange accumulated depreciation -2 0 -8 -9 Additions 0 0 63 63 Amortization charge -9 0 -58 -67 Closing Net book value 7 1 83 91 At December 31, 2024 Cost 74 267 590 931 Accumulated amortization and impairment -67 -266 -507 -840 Net book value 7 1 83 91 Year ended December 31, 2025 Opening net book value 7 1 83 91 Effect of changes in foreign exchange cost 1 0 38 39 Effect of changes in foreign exchange accumulated depreciation -1 0 -34 -34 Additions 0 0 42 42 Amortization charge -7 0 -50 -57 Closing Net book value 0 1 79 80 At December 31, 2025 Cost 0 267 669 936 Accumulated amortization and impairment 0 -266 -590 -856 Net book value 0 1 79 80 Useful life 3–7 years 10 years 3 years Amortization method Straight-line Straight-line Straight-line 1. Software consists of capitalized development expenditure and is an internally generated intangible asset. Impairment of assets Goodwill and intangible assets that have an indefinite useful life are not subject to amortization and are tested annually for impairment or more frequently if events or changes in circumstances indicate that they might be impaired. Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows that are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period. Significant estimates on impairment of intangible assets Recognized goodwill and internally developed software are material to the 2025 financial statements as a whole, and users of the Group’s financial statements should note the inherent uncertainty pertaining to the valuation of intangible assets. The acquisition method was used to account for the historic business combinations' results in the goodwill amount. Internally developed software has been recognized at historic cost, has a finite useful life, and is subsequently carried at cost less accumulated amortization and impairment losses. GOODWILL Goodwill is recognized at NOK 2,587 million as at the balance sheet date. The Group tests on an annual basis whether goodwill has suffered any impairment. For the 2025 and 2024 reporting periods, the recoverable amount of the cash-generating units (CGUs) was determined based on value-in-use calculations, which require the use of several assumptions. The calculations use cash flow projections for Norway, Sweden, Finland and Denmark based on financial budgets and prognoses approved by management covering a five-year period. Cash flows beyond these periods are extrapolated using the estimated growth rates. These growth rates are consistent with forecasts included in economic outlook reports specific to the area in which each CGU operates. INTERNALL Y DEVELOPED SOFTWARE Internally developed software is recognized at NOK 79 million per the balance sheet date. The Group estimates the useful life of internally developed software to be three years based on the expected useful economic life of the assets. However, the actual useful life may be shorter or longer than three years, depending on software innovations, technical obsolescence of existing solutions and competitor actions. Impairment test: Key assumptions used for value-in-use calculation The fitness clubs in Norway, Sweden, Finland and Denmark (the segments) are considered to be the four cash- generating units (CGU) against which goodwill and trademark are tested. The members can move freely between the fitness clubs within each country. Allowing members to exercise where they live, work, etc., is an important part of the Group’s customer offering. The Nordic Management Group also monitors the Group’s performance at segment level. Norway, Sweden, Finland and Denmark are therefore deemed the smallest groups of assets that independently generate cash flow and whose cash flow is largely independent of the cash flows generated by other assets. The recoverable amount from the CGU is calculated by taking the historical cash flows for CGUs, taking into account expectations for moderate growth in the Norwegian, Swedish, Finnish and Danish markets. In connection with the impairment testing of goodwill, a sensitivity analysis has been carried out. The sensitivity analysis tested changes in WACC and growth rates. All relevant CGUs have satisfactory headroom. The estimates used to determine future cash flows and WACC when calculating value in use are subject to uncertainty. The assumptions are described below. 92 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 92
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Consolidated Financial Statements Consolidated statement of profit or loss Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Note 1 General information Note 2 Basis of preparing the consolidated financial statements Note 3 Segment information Note 4 Revenue, contract assets and contract liabilities Note 5 Personnel expenses Note 6 Other operating expenses Note 7 Net financial items Note 8 Tax Note 9 Intangible assets Note 10 Leases Note 11 Property, plant and equipment Note 12 Other non-current receivables Note 13 Group structure Note 14 Inventories Note 15 Accounts receivables and other current receivables Note 16 Cash and cash equivalents Note 17 Shareholders’ equity Note 18 Earnings per share Note 19 Borrowings Note 20 Reconciliation of cash and cash equivalents and borrowings Note 21 Financial risk factors Note 22 Financial instruments Note 23 Other current liabilities Note 24 Related parties Note 25 Events after the balance sheet date Market outlook As society increasingly emphasizes health and wellness, alongside significant global trends like political health initiatives and digital transformation, awareness around fitness is on the rise. This shift is driving growth within the health and wellness sector. Fitness clubs, particularly full-service operators, are pivotal to the health and wellness landscape and have the potential to expand into related areas. The Nordic region stands out as the most advanced market in Europe regarding membership penetration. Although the markets exhibit fragmentation in terms of value, clubs, and membership numbers, there remains substantial potential for consolidation. Nordic markets demonstrate a “penetration premium” compared to the rest of Europe and are expected to maintain this advantage. Membership fees in Nordic fitness clubs are the most affordable in Europe, particularly when considered against overall leisure spending and similar offerings. SATS sees several avenues for growth going forward, and we continue to follow the strategy set several years ago. We will keep growing the club portfolio, filling out our existing clusters and potentially also entering new attractive clusters. We also see the opportunity of improving the average revenue per member by offering adjacent products and services, continued development of our personal training and retail offering, and pricing optimization. We continue to improve the scale and platform advantages as the operating leverage drives a high drop-through of incremental revenue. In addition, we will focus on club and overhead cost discipline. Budget assumptions When impairment testing tangible and intangible fixed assets, management has used a five-year discounted cash flow to assess the value in use. Estimated future EBITDA (operating profit before depreciation, amortization, and impairment) is based on budgets for 2026 and business plans (2026–2027) approved by the Board, excluding new clubs not yet opened. Estimated future cash flow is based on budgets and business plans approved by the Board, based on management's best estimate and reflecting the Group’s business planning process, and include an assessment of the long-term market trends and the respective CGU’s projected market share for each year within the planning horizon. The calculation takes into account expected future changes in market prices, purchase prices and salary increases. Impairment tests assume continuing operation of the CGUs and are calculated based on a value-in- use method. The calculations use cash flow projections covering a five-year period. GROWTH RATES Growth rates for revenue after the business plan period (2026–2027) vary somewhat per country and reflect considerations related to the following affecting volume: \ current trend in underlying KPIs affecting trend (e.g.,visits per member, GX-share) \ share of maturing clubs with ample room to grow \ overall free capacity in club portfolio For 2026 inflation is expected to come down compared to the higher levels we have seen the past few years, and the business plan reflects local CPI levels (as observed per October 2025), both for revenue and cost. For 2028–2030 the impairment model assumes that inflation returns to historical levels and growth in prices and cost have been set at the same level (2.5–3 percent). Risk and uncertainty related to the expected level of inflation are balanced out as prices are expected to increase in line with cost. Given the scalability of the business, this assumption should be considered conservative. Cash flows beyond the five year period are based on an expected growth rate of 2 percent for an indefinite period. WACC Future cash flows are discounted to present value using a discount rate based on a calculation of a weighted average cost of capital (WACC). The after-tax discount rates are assumed to reflect specific risks relating to the relevant segments in which they operate. The rates have been adjusted for different interest levels relevant for the segments, but no other country specific risk adjustment has been done as the Nordic region is assumed to be subject to a similar macroeconomic risk profile. This is based on a risk-free rate, plus a risk premium. The market risk premium is assumed to be 4.3 percent in Norway, Sweden and Denmark and 4.9 percent in Finland. The risk-free interest rate is based on the 10-year government bond interest, 4.1 percent in Norway, 2.8 percent in Sweden, 3.2 percent in Finland, and 2.7 percent in Denmark. Management has not included any premium for project risk, currency risk or country risk for the Group’s operations.The beta is based on observations of similar listed companies. The allocation between debt and equity corresponds to SATS’ normalized capital structure as of December 2025. Sensitivity In connection with the impairment testing of goodwill, a sensitivity analysis has been carried out. The sensitivity analysis has tested changes in WACC and growth rates. Sensitivity analyses show that no reasonable change in any of the key assumptions would cause the recoverable amount to be lower than the carrying amount. WACC 2025 2024 Norway 7.2% 6.5% Sweden 5.9% 6.5% Finland 6.6% 6.9% Denmark 5.8% 6.5% 93 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 93
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Consolidated Financial Statements Consolidated statement of profit or loss Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Note 1 General information Note 2 Basis of preparing the consolidated financial statements Note 3 Segment information Note 4 Revenue, contract assets and contract liabilities Note 5 Personnel expenses Note 6 Other operating expenses Note 7 Net financial items Note 8 Tax Note 9 Intangible assets Note 10 Leases Note 11 Property, plant and equipment Note 12 Other non-current receivables Note 13 Group structure Note 14 Inventories Note 15 Accounts receivables and other current receivables Note 16 Cash and cash equivalents Note 17 Shareholders’ equity Note 18 Earnings per share Note 19 Borrowings Note 20 Reconciliation of cash and cash equivalents and borrowings Note 21 Financial risk factors Note 22 Financial instruments Note 23 Other current liabilities Note 24 Related parties Note 25 Events after the balance sheet date NOTE 10 Leases The Group’s leasing activities The Group leases fitness club premises, office buildings, equipment and vehicles. Rental contracts are typically signed for fixed periods of six months to fifteen years but may have extension options as described below. Several of the lease agreements for the fitness clubs include leasehold improvement provided by the lessor as a lease incentive. The assets obtained by the Group are recognized as furniture and fittings at fair value and depreciated over the shorter of their useful life or the lease term. Rent is annually adjusted for all premises’ lease contracts in accordance with the relevant CPI index. Key accounting principles Leases are recognized as a lease liability with a corresponding right-of-use asset at the date at which the leased asset is available for use by the Group. Lease contracts with a lease term of less than twelve months and lease contracts for which the underlying asset has a low value are not capitalized since the payments are recognized in the income statement on a straight-line basis over the lease contract period. In the statemet of profit or loss, the depreciation and impairment expenses related to the right-of-use asset are presented as part of the total depreciation and impairment expenses. The interest expenses related to the lease liabilities are presented as part of the interest expense. The Group has elected to separate lease and non-lease components included in lease payments for property leases. Lease liabilities Lease liabilities are recognized at the present value of future lease payments, according to the lease agreement, at the commencement date. The lease liability is measured at amortized cost using the effective interest rate method. Lease payments are allocated between principal and finance cost. EXTENSION AND TERMINATION OPTIONS Most Norwegian and Finnish lease contracts contain renewal options. In Sweden, the fitness club leasing contracts are automatically renewed if not explicitly agreed otherwise. Danish legislation will under normal circumstances grant the lessor a unilateral right to extend the lease term. In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option or not exercise a termination option. Extension options are only included in the lease term if the lease is reasonably certain to be extended (or not terminated). For leases of club premises, the following factors are normally the most relevant: \ If there are significant penalty payments to terminate (or not extend), the Group is typically reasonably certain to extend (or not terminate). \ If any leasehold improvements are expected to have a significant remaining value, the Group is typically reasonably certain to extend (or not terminate). \ Otherwise, the Group considers other factors including historical lease durations, club profitability and the costs and business disruption required to replace the leased asset. Most extension options in premises leases have not been included in the lease liability because the Group could replace the assets without significant cost or business disruption. Incremental borrowing rate The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case, the lessee’s incremental borrowing rate is used, which is the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of- use asset in a similar economic environment with similar terms, security and conditions. The Group’s long-term borrowing interest rate is the applicable IBOR plus a margin dependent on the leverage ratio of the Group. If SATS Group were to acquire the right-of-use assets on similar terms and in a similar economic environment, management expects that the borrowing terms would be comparable to the terms from the current financing agreement with the Group’s lenders, adjusted for certain items specific to the lease, such as term, country, currency, security, etc. Critical judgements in determining the lease term In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option or not exercise a termination option. Extension options, or periods after termination options, are only included in the lease term if the lease is reasonably certain to be extended or not terminated. The lease term is reassessed if an option is actually exercised (or not exercised) or the Group becomes obliged to exercise (or not to exercise). The assessment of reasonable certainty is only revised if a significant event or a significant change in the circumstances occurs that affects this assessment and is within the control of the lessee. Extension options are at the latest reassessed the quarter before the date of the termination option, which in practical terms means that the lease option is added to the lease liability when a quarter of the agreement remains if the agreement is not to be terminated. COMMITMENTS IN RELATION TO LEASES ARE PAYABLE AS FOLLOWS: Amounts in NOK million at December 31 2025 2024 Less than 1 year 1,217 1,182 1–2 years 1,119 1,074 2–3 years 966 956 3–4 years 816 785 4–5 years 641 639 More than 5 years 1,248 1,229 Minimum lease payments 6,007 5,866 Future finance charges -830 -816 Recognized as a liability 5,177 5,050 94 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 94
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Consolidated Financial Statements Consolidated statement of profit or loss Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Note 1 General information Note 2 Basis of preparing the consolidated financial statements Note 3 Segment information Note 4 Revenue, contract assets and contract liabilities Note 5 Personnel expenses Note 6 Other operating expenses Note 7 Net financial items Note 8 Tax Note 9 Intangible assets Note 10 Leases Note 11 Property, plant and equipment Note 12 Other non-current receivables Note 13 Group structure Note 14 Inventories Note 15 Accounts receivables and other current receivables Note 16 Cash and cash equivalents Note 17 Shareholders’ equity Note 18 Earnings per share Note 19 Borrowings Note 20 Reconciliation of cash and cash equivalents and borrowings Note 21 Financial risk factors Note 22 Financial instruments Note 23 Other current liabilities Note 24 Related parties Note 25 Events after the balance sheet date THE PRESENT VALUE OF LEASE LIABILITIES ARE AS FOLLOWS: Amounts in NOK million at December 31 2025 2024 Less than 1 year 987 959 1–2 years 945 894 2–3 years 837 822 3–4 years 724 688 4–5 years 578 572 More than 5 years 1,106 1,115 Present value of lease payments 5,177 5,050 CASH FLOWS FROM LEASE AGREEMENTS Amounts in NOK million 2025 2024 Property lease agreements 1,248 1,220 Short-term lease agreements and leases of assets of low value 14 16 Total cash flows from lease agreements 1,262 1,236 AMOUNTS RECOGNIZED IN PROFIT AND LOSS Amounts in NOK million 2025 2024 Depreciation expense on right-of-use assets -998 -985 Interest expense on lease liabilities -251 -246 Expense relating to short-term leases and leases of low value -18 -19 LEASE LIABILITY Amounts in NOK million At December 31, 2023 4,938 Year ended December 31, 2024 Effect of changes in foreign exchange 84 Additions new lease 113 Effects from exercise of extension options 746 Modification of contractual lease terms -2 Amortizations -1,213 Interest expense on lease liabilites 246 Disposals sold clubs -2 CPI index adjustments 140 Closing Net book value December 31, 2024 5,050 At December 31, 2024 5,050 Year ended December 31, 2025 Effect of changes in foreign exchange 127 Additions new lease 108 Effects from exercise of extension options 755 Modification of contractual lease terms 5 Amortizations -1,241 Interest expense on lease liabilites 251 Disposals sold clubs -15 CPI index adjustments 137 Closing Net book value December 31, 2025 5,177 Options to extend but not yet started amounts to NOK 209 million as at the balance sheet date (NOK 314 million as at December 31, 2024) and are included in the total lease liability of NOK 5,177 million (NOK 5,050 million as at December 31, 2024). LEASE TERMS – SENSITIVITY ANAL YSIS Amounts in NOK million at December 31 2025 2024 Options to extend, not yet committed to 2,396 1,838 Leases not yet commenced, to which the lessee is committed 142 41 95 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 95
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Consolidated Financial Statements Consolidated statement of profit or loss Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Note 1 General information Note 2 Basis of preparing the consolidated financial statements Note 3 Segment information Note 4 Revenue, contract assets and contract liabilities Note 5 Personnel expenses Note 6 Other operating expenses Note 7 Net financial items Note 8 Tax Note 9 Intangible assets Note 10 Leases Note 11 Property, plant and equipment Note 12 Other non-current receivables Note 13 Group structure Note 14 Inventories Note 15 Accounts receivables and other current receivables Note 16 Cash and cash equivalents Note 17 Shareholders’ equity Note 18 Earnings per share Note 19 Borrowings Note 20 Reconciliation of cash and cash equivalents and borrowings Note 21 Financial risk factors Note 22 Financial instruments Note 23 Other current liabilities Note 24 Related parties Note 25 Events after the balance sheet date Options to extend, not yet committed to is the present value of extension options that are not included in Lease liabilites as at the balance sheet date. Leases not yet commenced, to which the lessee is commited is the present value of lease liabilities for clubs not yet opened as at the balance sheet date. NOK 142 million relates to two clubs in Norway and one in Finland. Right-of-use assets The Group recognizes a right-of-use asset at the lease commencement date. Right-of-use assets are measured at cost comprising the amount of the initial measurement of lease liability, adjusted for lease payments made at or before the commencement date, any lease incentives received, initial direct costs, and restoration costs. Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis. In addition, the right-of-use asset is reduced by any impairment charges and adjusted for certain remeasurements of the lease liability. In 2025, there were no indications of impairment; hence, no impairment test has been undertaken for right-of- use assets, and no impairment charge to right-of-use assets was recognized as at the reporting date. RIGHT -OF-USE ASSETS Amounts in NOK million at December 31 Premise rental Premise rental Total RoU assets At January 1, 2024 Cost 12,212 97 12,309 Accumulated depreciation -7,649 -90 -7,739 Net book value 4,563 7 4,570 Year ended December 31, 2024 At January 1, 2024 4,563 7 4,570 Additions/disposals 989 4 993 Effect of changes in foreign exchange cost 164 3 167 Depreciation charge -981 -4 -985 Effect of changes in foreign exchange accumulated depreciation -85 -3 -88 Closing Net book value 4,650 8 4,657 At December 31, 2024 Cost 13,272 99 13,371 Accumulated depreciation -8,622 -91 -8,714 Net book value 4,650 8 4,657 Year ended December 31, 2025 At January 1, 2025 4,650 8 4,657 Additions/disposals 989 4 992 Effect of changes in foreign exchange cost 251 1 252 Depreciation charge -994 -4 -998 Effect of changes in foreign exchange accumulated depreciation -134 -1 -134 Closing Net book value 4,762 7 4,769 At December 31, 2025 Cost 14,445 100 14,546 Accumulated depreciation -9,683 -93 -9,776 Net book value 4,762 7 4,769 Useful life 1–15 years 1–5 years Depreciation method Straight-line Straight-line 96 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 96
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Consolidated Financial Statements Consolidated statement of profit or loss Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Note 1 General information Note 2 Basis of preparing the consolidated financial statements Note 3 Segment information Note 4 Revenue, contract assets and contract liabilities Note 5 Personnel expenses Note 6 Other operating expenses Note 7 Net financial items Note 8 Tax Note 9 Intangible assets Note 10 Leases Note 11 Property, plant and equipment Note 12 Other non-current receivables Note 13 Group structure Note 14 Inventories Note 15 Accounts receivables and other current receivables Note 16 Cash and cash equivalents Note 17 Shareholders’ equity Note 18 Earnings per share Note 19 Borrowings Note 20 Reconciliation of cash and cash equivalents and borrowings Note 21 Financial risk factors Note 22 Financial instruments Note 23 Other current liabilities Note 24 Related parties Note 25 Events after the balance sheet date NOTE 11 Property , plant and equipment Property, plant and equipment All property, plant and equipment are stated at historical cost less accumulated depreciation. Historical cost includes expenditure that is directly attributable to the acquisition of the items. The estimated useful lives of property, plant and equipment are reviewed on an annual basis. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are expensed as incurred. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable value. Gains and losses on disposals are determined by comparing proceeds with carrying amount and are recognized in profit or loss. Significant estimates on depreciation of property, plant and equipment The Group’s assessment of the useful life of property, plant and equipment is determined by the expected useful economic life of the assets, and is based on management’s judgement and previous experience. Due to the significant historic investments in leasehold improvements and other fitness equipment, any deviation between actual and estimated useful lives could have a material effect on the consolidated financial statement. Physical climate risk such as changes to weather patterns and severity of rain, wind, flooding, and other events impacts our assessment. SATS has not identified material assets expected to have a significantly shorter life due to climate-related risks. For more information about climate risks in SATS, please see the section on Climate change in this report. PROPERTY , PLANT AND EQUIPMENT Amounts in NOK million Leasehold improvements1 Fitness equipment Other equipment, fixtures and fittings Total fixed assets At January 1, 2024 Cost 1,502 1,013 509 3,024 Accumulated depreciation and impairment -1,091 -773 -455 -2,319 Net book value 411 240 54 705 Year ended December 31, 2024 Opening net book value 411 240 54 705 Effect of changes in foreign exchange cost 29 17 8 54 Effect of changes in foreign exchange accumulated depreciation -22 -13 -7 -41 Additions 116 81 27 224 Disposals cost -316 -27 -73 -416 Disposals accumulated depreciation 314 27 73 413 Depreciation charge -85 -36 -26 -146 Closing Net book value 447 289 56 792 PROPERTY , PLANT AND EQUIPMENT Amounts in NOK million Leasehold improvements1 Fitness equipment Other equipment, fixtures and fittings Total fixed assets At December 31, 2024 Cost 1,331 1,085 470 2,886 Accumulated depreciation and impairment -885 -796 -414 -2,094 Net book value 447 289 56 792 Year ended December 31, 2025 Opening net book value 447 289 56 792 Effect of changes in foreign exchange cost 30 22 7 60 Effect of changes in foreign exchange accumulated depreciation -19 -14 -6 -40 Additions 130 119 19 267 Disposals cost -63 -114 -149 -326 Disposals accumulated depreciation 63 114 149 325 Depreciation charge -91 -47 -24 -162 Closing Net book value 497 368 51 916 At December 31, 2025 Cost 1,429 1,112 347 2,887 Accumulated depreciation and impairment -932 -743 -295 -1,971 Net book value 497 368 51 916 Useful life 10 years1 7–12 years 3–7 years Depreciation method Straight-line Straight-line Straight-line 1. Leasehold improvements relate to refurbishments of leased premises. These lease contracts have a contract period of ten years or beyond. The depreciation period is estimated to correspond with the expected economic useful life of the improvement. Expected useful life is adjusted if the contract period is altered before initial expiration date. 97 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 97
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Consolidated Financial Statements Consolidated statement of profit or loss Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Note 1 General information Note 2 Basis of preparing the consolidated financial statements Note 3 Segment information Note 4 Revenue, contract assets and contract liabilities Note 5 Personnel expenses Note 6 Other operating expenses Note 7 Net financial items Note 8 Tax Note 9 Intangible assets Note 10 Leases Note 11 Property, plant and equipment Note 12 Other non-current receivables Note 13 Group structure Note 14 Inventories Note 15 Accounts receivables and other current receivables Note 16 Cash and cash equivalents Note 17 Shareholders’ equity Note 18 Earnings per share Note 19 Borrowings Note 20 Reconciliation of cash and cash equivalents and borrowings Note 21 Financial risk factors Note 22 Financial instruments Note 23 Other current liabilities Note 24 Related parties Note 25 Events after the balance sheet date NOTE 12 Other non-current receivables Other non-current receivables are measured at amortized cost using the effective interest method. Please see Note 21 Financial risk factors for a description of the Group’s credit risk assessment and Note 24 Related parties for more information about loan to related parties. OTHER NON-CURRENT RECEIVABLES Amounts in NOK million at December 31 2025 2024 Deposits 45 41 Loan to related parties 28 15 Total other non-current receivables 72 56 NOTE 13 Group structure The consolidated financial statements include the following companies: Subsidiaries Corporate ID number Business office Country Voting percentage Ownership percentage SATS Holding AB 556628-6562 Stockholm Sweden 100% 100% SATS Sports Club Sweden AB 556563-2527 Stockholm Sweden 100% 100% SATS Finland Oy 0459885-5 Helsinki Finland 100% 100% Fresh Fitness AS 995-415-569 Oslo Norway 100% 100% SATS Norway AS 892-625-522 Oslo Norway 100% 100% SATS Vest AS 948-942-003 Oslo Norway 100% 100% SATS Danmark A/S 20-37-05-99 Copenhagen Denmark 100% 100% Please see Note 9 Intangible assets for further information on impairment testing. NOTE 14 Inventories Inventories consist mainly of clothing, sports equipment, energy bars and soft drinks. Inventories are measured at the lower of cost and net realizable value using the first-in first-out (FIFO) method. The Group’s inventories only consist of finished goods for sale to customers. The cost of inventories consist of direct purchase costs, net of rebates and discounts. Net realizable value is the estimated sales price less relevant variable costs to sell. INVENTORIES Amounts in NOK million at December 31 2025 2024 Inventories at cost 66 56 Impairment -4 -3 Total inventories 61 54 NOTE 15 Accounts receivables and other current receivables Accounts receivable Accounts receivables are measured at amortized cost using the effective interest method, less provision for impairment. Please see Note 21 Financial risk factors for a description of the Group’s credit risk assessment. Impairment of accounts receivable and contract assets Accounts receivable, contract assets, and other current receivables are measured at amortized cost. Impairment is recognized using the simplified approach under IFRS 9, which requires lifetime expected credit losses (ECL). Receivables with similar credit risk characteristics, such as payment method, customer segment or contract type, are grouped and assessed collectively. Expected credit losses are estimated based on historical loss experience, adjusted for current conditions and reasonable forward-looking information. For portfolios with higher credit risk, a provision matrix is applied, where loss rates are derived from historical default data adjusted for expected developments. In addition to the collective assessment, individual receivables are reviewed separately when there is objective evidence of increased credit risk, such as customer bankruptcy or other indications of significant financial difficulties. EXPECTED CREDIT LOSS ALLOWANCE AND AGEING OF ACCOUNTS RECEIVABLES Amounts in NOK million at December 31 2025 2024 Accounts receivable 378 345 Expected credit loss allowance -218 -186 Total 161 159 Age of accounts receivables 2025 Not due 95 30–60 days 30 60–90 days 9 90–120 days 7 120–365 days 46 >365 days 191 Total accounts receivables, gross 378 Expected credit loss allowance at December 31, 2024 -186 Reversals during the year 1 Provisions during the year -33 Expected credit loss allowance at December 31, 2025 -218 98 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 98
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Consolidated Financial Statements Consolidated statement of profit or loss Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Note 1 General information Note 2 Basis of preparing the consolidated financial statements Note 3 Segment information Note 4 Revenue, contract assets and contract liabilities Note 5 Personnel expenses Note 6 Other operating expenses Note 7 Net financial items Note 8 Tax Note 9 Intangible assets Note 10 Leases Note 11 Property, plant and equipment Note 12 Other non-current receivables Note 13 Group structure Note 14 Inventories Note 15 Accounts receivables and other current receivables Note 16 Cash and cash equivalents Note 17 Shareholders’ equity Note 18 Earnings per share Note 19 Borrowings Note 20 Reconciliation of cash and cash equivalents and borrowings Note 21 Financial risk factors Note 22 Financial instruments Note 23 Other current liabilities Note 24 Related parties Note 25 Events after the balance sheet date OTHER CURRENT RECEIVABLES Amounts in NOK million at December 31 2025 2024 Credit cards 6 6 VAT receivables 11 28 Prepaid taxes 36 30 Prepaid property expenses 18 27 Prepaid marketing expenses 7 8 Other prepaid expenses 76 98 Other current receivables 55 67 Total other current receivables 209 264 NOTE 16 Cash and cash equivalents Cash and cash equivalents include cash on hand and bank deposits. CASH AND CASH EQUIVALENTS Amounts in NOK million at December 31 2025 2024 Cash and cash equivalents 512 371 Of which are restricted cash: Restricted bank deposits for employee tax withholdings 26 23 Please see Note 21 Financial risk factors for further information about the Group's credit risk management. NOTE 17 Shareholders’ equity As at December 31, 2025, share capital amounted to NOK 433 million consisting of 203,694,588 ordinary shares at a face value of NOK 2.1250 per share. OVERVIEW OF THE SHAREHOLDERS AS AT DECEMBER 31, 2025 Shareholder Number of ordinary shares Ownership percentage Folketrygdfondet 14,348,765 7.0% J.P . Morgan SE, FI 7,889,563 3.9% Maaseide Holdco AS 7,262,647 3.6% Verdipapirfondet KLP Aksjenorge 6,019,890 3.0% Verdipapirfondet Alfred Berg Gambak 5,811,788 2.9% Vpf DNB Am Norske Aksjer 5,734,992 2.8% The Bank Of New York Mellon Sa/nv, UK 5,193,864 2.5% Sats ASA 4,726,793 2.3% Vpf Sparebank 1 Norge Verdi 4,670,000 2.3% The Bank Of New York Mellon Sa/nv, IE 4,538,000 2.2% Vpf Fondsfinans Utbytte 3,758,083 1.8% Hugo Lund Maurstad 3,500,000 1.7% AAT Invest AS 3,500,000 1.7% J.P . Morgan SE, LU 3,463,377 1.7% Salt Value AS 3,140,242 1.5% Verdipapirfondet Fondsfinans Norge 3,139,323 1.5% Morgan Stanley & co. Int. Plc. 3,053,706 1.5% N.A. Citibank 2,984,868 1.5% Varner Equities AS 2,942,727 1.4% The Bank Of New York Mellon Sa/nv, UK 2,751,000 1.4% Other 105,264,960 51.7% Total 203,694,588 100.0% All shares have been fully paid and have the same rights. 99 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 99
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Consolidated Financial Statements Consolidated statement of profit or loss Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Note 1 General information Note 2 Basis of preparing the consolidated financial statements Note 3 Segment information Note 4 Revenue, contract assets and contract liabilities Note 5 Personnel expenses Note 6 Other operating expenses Note 7 Net financial items Note 8 Tax Note 9 Intangible assets Note 10 Leases Note 11 Property, plant and equipment Note 12 Other non-current receivables Note 13 Group structure Note 14 Inventories Note 15 Accounts receivables and other current receivables Note 16 Cash and cash equivalents Note 17 Shareholders’ equity Note 18 Earnings per share Note 19 Borrowings Note 20 Reconciliation of cash and cash equivalents and borrowings Note 21 Financial risk factors Note 22 Financial instruments Note 23 Other current liabilities Note 24 Related parties Note 25 Events after the balance sheet date Reduction of share capital On April 28, 2025, the Annual General Meeting resolved to reduce the share capital by NOK 2,125,000 from NOK 434,975,999.50 to NOK 432,850,999.50, through the redemption of 1,000,000 shares, from 204,694,588 to 203,694,588 shares. The capital reduction was completed on August 15, 2025. Dividends On August 21, 2025, the Board of Directors resolved to distribute a cash dividend, pursuant to the authorization granted by the Annual General Meeting held on April 28, 2025. The dividend, which was paid in 2025, amounted to NOK 127 million (NOK 0.63 per share). Share buy-back program During 2025, SATS repurchased a total of 5,721,697 shares under the share buy-back programs announced on February 11 and May 8, 2025. On October 31, 2025, SATS initiated a new share buy-back program, under which 2,034,269 shares were repurchased during 2025. The repurchased shares will be used to optimize the share capital structure through a redemption of treasury shares, which is considered beneficial for the Company’s shareholders. Treasury shares During the period, the Group changed how equity effects from treasury share transactions are presented. Treasury shares are now recorded at nominal value, and any difference between nominal and actual value is recognized directly in Retained earnings. This change does not affect total equity or profit for the period. It is made to improve clarity in equity disclosures, as using nominal value also creates a clear link between issued share capital and the number of shares held by SATS ASA. Comparative figures have not been restated. As at the balance sheet date of December 31, 2025, the company held 4,726,793 treasury shares. NOTE 18 Earnings per share General Basic earnings per share are calculated by dividing the profit attributable to owners of the company, by the weighted average number of ordinary shares outstanding during the financial year excluding treasury shares. Diluted earnings per share adjust the figures used in the determination of basic earnings per share to take into account the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares. Dilutive shares are disregarded in the calculation of diluted EPS when a loss is reported. The company’s share capital is NOK 432,850,999.50, comprising in total 203,694,588 shares, each with a nominal value of NOK 2.125. The denominator for 2025 is calculated as a weighted average. The Share Investment Program implies that the company on the balance sheet date of December 31, 2025, will deliver 714,815 matching shares to employees in 2026, 124,072 shares in 2027 and 560,943 shares in 2028. The denominator for diluted earnings per share has therefore been adjusted as a weighted average for 2025. Allocation of matching shares is further contingent upon the company’s performance over time. BASIC EARNINGS PER SHARE Amounts in NOK 2025 2024 From continuing operations attributable to the ordinary equity 2.35 1.59 Total basic earnings per share attributable to the ordinary equity 2.35 1.59 Weighted average number of outstanding shares 201,974,690 204,426,382 DILUTED EARNINGS PER SHARE Amounts in NOK 2025 2024 From continuing operations attributable to the ordinary equity 2.34 1.59 Total diluted earnings per share attributable to the ordinary equity 2.34 1.59 Weighted average number of outstanding shares 203,069,458 205,458,913 RECONCILIATION OF EARNINGS USED IN CALCULATING EARNINGS PER SHARE Amounts in NOK million 2025 2024 Basic earnings per share Profit attributable to equity holders of the Group 474 326 Profit attributable to the ordinary equity used in calculating basic earnings per share 474 326 Diluted earnings per share Profit used in calculating diluted earnings per share 474 326 Profit attributable to the ordinary equity used in calculating diluted earnings per share 474 326 100 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 100
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Consolidated Financial Statements Consolidated statement of profit or loss Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Note 1 General information Note 2 Basis of preparing the consolidated financial statements Note 3 Segment information Note 4 Revenue, contract assets and contract liabilities Note 5 Personnel expenses Note 6 Other operating expenses Note 7 Net financial items Note 8 Tax Note 9 Intangible assets Note 10 Leases Note 11 Property, plant and equipment Note 12 Other non-current receivables Note 13 Group structure Note 14 Inventories Note 15 Accounts receivables and other current receivables Note 16 Cash and cash equivalents Note 17 Shareholders’ equity Note 18 Earnings per share Note 19 Borrowings Note 20 Reconciliation of cash and cash equivalents and borrowings Note 21 Financial risk factors Note 22 Financial instruments Note 23 Other current liabilities Note 24 Related parties Note 25 Events after the balance sheet date NOTE 19 Borrowings Borrowings Borrowings are initially recognized at fair value, net of transaction costs. Subsequently, they are measured at amortized cost using the effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting period. OVERVIEW OF INTEREST -BEARING LIABILITIES Amounts in NOK million at December 31 2025 2024 Current Accrued interest cost 9 12 Leases 987 959 Total current interest-bearing liabilities 996 971 Non-current Bank borrowings 1,480 1,440 Leases 4,189 4,090 Total non-current interest-bearing liabilities 5,669 5,530 Total interest-bearing liabilities 6,666 6,501 The fair value of the interest-bearing liabilities is considered to be equal to the book value according to the amortized cost as shown above. The Group has bank facilities in SEK, EUR and DKK. As at the balance sheet date of December 31, 2025, the bank facility in SEK amounts to 630 million, in EUR to 7 million, and in DKK to 450 million, which corresponds to NOK 689 million, NOK 86 million and NOK 714 million, respectively. All the bank facilities have floating interest rates. Long-term loan facility agreement The company has an unsecured revolving credit facility (RCF) agreement, consisting of a multicurrency RCF with a maximum principal amount of NOK 2,500 million. As at the balance sheet date of December 31, 2025, the remaining undrawn amount amounted up to approximately NOK 891 million. Interests on borrowings under the facility will be paid at an annual interest rate equal to the applicable IBOR plus a margin reliant on the leverage ratio of the Group. During the reporting period, this resulted in an effective interest range of approximately 1.95 percent to 4.68 percent plus margin. The company has, in June 2025, exercised its option to extend the facility by one year, moving full maturity to July 2028, with an additional one-year extension option available. No installment payments are due before this time. Interest payable will depend on the principal amount of the facility at any given time. However, based on the current draw-down, IBOR and margin, the interest payment for the next twelve months is expected to be at NOK 53 million before any gains or losses from the swap. Payment profile for the Group's borrowings The following table shows the undiscounted payment profile of the Group's borrowings, based on the remaining loan period at the balance sheet date: BORROWING FACILITIES Amounts in NOK million Total Less than 1 year 53 1–2 years 53 2–3 years 1,521 3–5 years 0 More than 5 years 0 Payment profile for borrowings 1,627 Financial borrowing facility covenants The loan facility agreement includes a financial covenant requiring the leverage ratio, Net Debt to EBITDA before IFRS 16, not to exceed 3.5x. The facility agreement does not contain any restrictions on dividend payments. Compliance with financial borrowing covenants SATS ASA executes the financing functions within the Group, holds the long-term financing agreement with the Group’s long-term lenders, and provides long-term financing to other Group entities. SATS ASA has complied with the financial covenants related to its borrowing facility throughout 2024 and 2025. 101 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 101
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Consolidated Financial Statements Consolidated statement of profit or loss Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Note 1 General information Note 2 Basis of preparing the consolidated financial statements Note 3 Segment information Note 4 Revenue, contract assets and contract liabilities Note 5 Personnel expenses Note 6 Other operating expenses Note 7 Net financial items Note 8 Tax Note 9 Intangible assets Note 10 Leases Note 11 Property, plant and equipment Note 12 Other non-current receivables Note 13 Group structure Note 14 Inventories Note 15 Accounts receivables and other current receivables Note 16 Cash and cash equivalents Note 17 Shareholders’ equity Note 18 Earnings per share Note 19 Borrowings Note 20 Reconciliation of cash and cash equivalents and borrowings Note 21 Financial risk factors Note 22 Financial instruments Note 23 Other current liabilities Note 24 Related parties Note 25 Events after the balance sheet date NOTE 20 Reconcilia tion of cash and cash equivalents LIABILITIES ARISING FROM FINANCING ACTIVITIES Amount in NOK million Cash and cash equivalents Borrowings Leases Total Net debt January 1, 2024 -282 1,738 4,938 6,394 Cash flows Net cash flow from operations -1,953 0 0 -1,953 Net cash flow from investing 282 0 0 282 Net cash flow from financing 1,580 0 0 1,580 Repayments of borrowings 0 -435 0 -435 Proceeds from borrowings 0 113 0 113 Paid borrowing expenses 0 -11 0 -11 Installments on lease liabilities 0 0 -962 -962 Interest on lease liabilities 0 0 -246 -246 Non-cash changes Net additions – leases 0 0 1,234 1,234 Depreciation bank costs 0 4 0 4 Foreign exchange rate changes 2 47 86 135 Other changes 0 -5 0 -5 Net debt December 31, 2024 -371 1,451 5,050 6,130 Cash flows Net cash flow from operations -2,082 0 0 -2,082 Net cash flow from investing 318 0 0 318 Net cash flow from financing 1,615 0 0 1,615 Repayments of borrowings 0 -85 0 -85 Proceeds from borrowings 0 85 0 85 Paid borrowing expenses 0 -4 0 -4 Installments on lease liabilities 0 0 -992 -992 Interest on lease liabilities 0 0 -251 -251 Non-cash changes Net additions – leases 0 0 1,245 1,245 Depreciation bank costs 0 4 0 4 Foreign exchange rate changes 7 40 125 173 Other changes 0 -3 0 -3 Net debt December 31, 2025 -512 1,489 5,177 6,154 NOTE 21 Financial risk factors Overview Through its activities, the Group is exposed to different types of financial risks: market risk, credit risk and liquidity risk. This note presents information related to the Group’s exposure to such risks, the Group’s objectives, policies and procedures for risk management and handling, as well as the Group’s management of capital. Additional quantitative information is included in this note. The Group does not apply hedge accounting. Risk management The Group’s overall risk management plan is to ensure the ongoing liquidity in the Group, defined as being able to meet its obligations at any time. This also includes being able to meet the financial covenants related to the Group’s borrowings. Risk management of the Group is maintained by a central finance function in accordance with the guidelines approved by the Board. The Group’s finance function identifies, measures, mitigates and reports on financial risks in close cooperation with the various operating units. Risk management policies and procedures are reviewed regularly to take into account changes in the market and the Group’s activities. Market risk Market risk can be defined as the risk that the Group’s income and expenses, future cash flows or fair value of financial instruments will vary as a result of changes in market prices. The market price includes three types of risks: exchange risks, interest risks and price risks. Market risk is monitored and managed continuously by the Group through a combination of natural hedging techniques and financial derivatives. Foreign exchange risk The Group operates internationally and is exposed to changes in foreign exchange rates. For risk management purposes, the Group has identified three types of exchange exposures: \ Net investment; \ Profit after tax in foreign currency; and \ Borrowings in foreign currency. As an international group, SATS is exposed to the risk associated with converting the currency related to legal entities with a functional currency different from the Group’s presentation currency. Such translation exposure does not yield an immediate result on the cash flow. It can still affect the Group’s financial covenants and is therefore closely monitored. Exposure of foreign subsidiaries’ equity is partly naturally hedged through borrowings in corresponding currency. The Group’s business model is such that the subsidiaries’ sales and operating expenses are incurred in local currency, reducing the exposure to foreign exchange rate fluctuations in the profit or loss. The net of those cash flows is meant to be able to cover the borrowings in local currency, reducing the exposure related to borrowings in local currency due to changes in the foreign exchange rates. Please see Note 19 Borrowings for a payment profile of the Group’s borrowings. 102 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 102
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Consolidated Financial Statements Consolidated statement of profit or loss Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Note 1 General information Note 2 Basis of preparing the consolidated financial statements Note 3 Segment information Note 4 Revenue, contract assets and contract liabilities Note 5 Personnel expenses Note 6 Other operating expenses Note 7 Net financial items Note 8 Tax Note 9 Intangible assets Note 10 Leases Note 11 Property, plant and equipment Note 12 Other non-current receivables Note 13 Group structure Note 14 Inventories Note 15 Accounts receivables and other current receivables Note 16 Cash and cash equivalents Note 17 Shareholders’ equity Note 18 Earnings per share Note 19 Borrowings Note 20 Reconciliation of cash and cash equivalents and borrowings Note 21 Financial risk factors Note 22 Financial instruments Note 23 Other current liabilities Note 24 Related parties Note 25 Events after the balance sheet date The carrying amounts of the Group’s foreign currency-denominated monetary assets and monetary liabilities at the reporting date are as follows: EXPOSURE TO CURRENCY Assets Liabilities Amounts in million at December 31 2025 2024 2025 2024 SEK 890 946 630 550 EUR 3 3 7 7 DKK 588 531 450 450 The following significant exchange rates have been applied. EXPOSURE TO CURRENCY Year-end spot rate 2025 2024 SEK 1.094 1.029 EUR 11.843 11.795 DKK 1.586 1.582 The Group applies monthly average exchange rates. Exchange rates are quoted from the Norwegian central bank (norges-bank.no). SENSITIVITY ANAL YSIS As shown below, the Group is primarily exposed to changes in the SEK/NOK, EUR/NOK and DKK/NOK exchange rates. The sensitivity of profit or loss to changes in the exchange rates arises mainly from the profit or loss in the Group’s foreign subsidiaries, borrowings, intercompany loans and bank accounts in other currencies than where the legal entity is located. EUR, SEK and DKK strengthened by 10 percent against NOK in the sensitivity analysis below. EXCHANGE RATE – SENSITIVITY ANAL YSIS Amounts in NOK million 2025 2024 SEK/NOK exchange rate – increase 10%¹ 38 45 EUR/NOK exchange rate – increase 10%¹ -3 -4 DKK/NOK exchange rate – increase 10%¹ 17 6 Impact on Profit/loss after tax 52 46 1. Holding all other variables constant. Profit/loss after tax is less sensitive to changes in SEK/NOK and EUR/NOK in 2025 than in 2024 and more sensitive to changes in DKK/NOK. Net income has improved in all segments leading to a less negative effect when reconsolidating. In 2025, additional bank loan in SEK was raised with the aim to have a more balanced internal and external exchange rate exposure. This results in less positive effect when reconsolidating and neturalize the effect from improved net income. The Group's exposure to other changes in foreign exchange movements is not material. Interest rate risk The Group's interest rate risk is mainly related to loans where an element of the interest rate is not fixed. See Note 19 Borrowings for an overview of such loans. An increase in floating rates would lead to an increase in interest costs and reduce net income and cash flow. Swap contracts are used to manage interest rate risk. Effects from derivatives used for hedging of interest rate risk are not included in the following analysis. INTEREST RATE – SENSITIVITY ANAL YSIS Impact on profit/loss after tax2 Amounts in NOK million 2025 2024 Interest rates – increase 100 basis points1 -10 -12 Interest rates – decrease 100 basis points1 10 12 1. Holding all other variables constant. 2. Estimated impact given a tax rate of 22.0 percent. Profit/loss after tax is less sensitive to changes in the interest rate in 2025 compared to 2024 due to lower bank borrowings in 2025. OVERVIEW OF NON-OVERDUE INTEREST RATE SWAPS PER DECEMBER 31, 2025 Amounts in NOK million Notional in currency million Maturity Fixed rate Unrealized gain December 31 IRS NOK 694 28.10.2026 1.751 16 Fair value of the Group's interest rate swaps as at December 31, 2025, in NOK million 16 OVERVIEW OF NON-OVERDUE INTEREST RATE SWAPS PER DECEMBER 31, 2024 Amounts in NOK million Notional in currency million Maturity Fixed rate Unrealized gain December 31 IRS NOK 694 28.10.2026 1.751 33 Fair value of the Group’s interest rate swaps as at December 31, 2024, in NOK million 33 Changes in fair value are presented within financial income and financial expense in the income statement. Please see Note 7 Net financial items. Commodity price risk SATS is exposed to fluctuations in electricity prices, which the Group manages through commodity contracts as part of its risk management policy. 103 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 103
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Consolidated Financial Statements Consolidated statement of profit or loss Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Note 1 General information Note 2 Basis of preparing the consolidated financial statements Note 3 Segment information Note 4 Revenue, contract assets and contract liabilities Note 5 Personnel expenses Note 6 Other operating expenses Note 7 Net financial items Note 8 Tax Note 9 Intangible assets Note 10 Leases Note 11 Property, plant and equipment Note 12 Other non-current receivables Note 13 Group structure Note 14 Inventories Note 15 Accounts receivables and other current receivables Note 16 Cash and cash equivalents Note 17 Shareholders’ equity Note 18 Earnings per share Note 19 Borrowings Note 20 Reconciliation of cash and cash equivalents and borrowings Note 21 Financial risk factors Note 22 Financial instruments Note 23 Other current liabilities Note 24 Related parties Note 25 Events after the balance sheet date OVERVIEW OF NON-OVERDUE COMMODITY CONTRACTS PER DECEMBER 31, 2025 Amounts in NOK million Underlying quantity in Thousand MWH Maturity Fixed rate Unrealized loss December 31 Commodity contracts NOK 0.7 – 2.2 30.06.2028 572 – 758 -2 Commodity contracts SEK 0.7 – 1.5 30.06.2028 435 – 589 -2 Fair value of the Group's commodity contracts as at December 31, 2025, in NOK million -4 OVERVIEW OF NON-OVERDUE COMMODITY CONTRACTS PER DECEMBER 31, 2024 Amounts in NOK million Underlying quantity in Thousand MWH Maturity Fixed rate Unrealized loss December 31 Commodity contracts NOK 2.0 – 2.2 31.12.2026 700 -8 Commodity contracts SEK 1.3 – 1.5 31.12.2026 485 -2 Fair value of the Group's commodity contracts as at December 31, 2024, in NOK million -10 Changes in fair value are presented within financial income and financial expense in the income statement. Please see Note 7 Net financial items. Credit risk Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. SATS ASA’s credit risk refers to the risk of the Group’s accounts receivables and investment in liquid assets. As the daily business is to a large part based on customer prepayments and direct debit arrangements, the Group’s credit risk is considered low. The Group has a credit management policy to only cooperate with financial institutions with a high credit rating. At the end of the reporting period, the Group’s maximum credit risk exposure was NOK 296 million. The Group does usually not demand collateral for receivables. The expected credit loss allowance for accounts receivables was NOK 218 million as at the balance sheet date. Liquidity risk The Group’s liquidity risk is characterized by a potential risk of not being able to meet obligations to vendors and loan creditors. The ability to service the debt, and ultimately continue as a going concern, depends on the Group’s cash flow from operating activities. The Group regularly monitors the cash flow situation by setting up cash flow forecasts based on the forecasts of the liquidity reserves, including cash equivalents and borrowing facilities. The forecasts are set by the individual subsidiaries and are regularly monitored by the Group. Please see Note 19 Borrowings for information on funding sources and a payment profile. To be able to maintain sufficient flexibility in the source of funding, the Group has total available borrowing facilities of NOK 2,500 million as at December 31, 2025 (NOK 2,500 million as at December 31, 2024), of which NOK 891 million has not been drawn down as at the balance sheet date. In addition, the Group has cash and cash equivalents of NOK 512 million as at December 31, 2025 (NOK 371 million as at December 31, 2024), whereof NOK 26 million (NOK 23 million) is restricted cash. Presentation of financial assets and liabilities as at December 31, 2025 MATURITY PROFILE Amounts in NOK million 1–3 months 3–12 months 1–5 years More than 5 years Total Accounts receivables 134 53 191 0 378 Other current receivables 108 0 0 0 108 Cash and cash equivalents 512 0 0 0 512 Financial assets 755 53 191 0 999 Borrowings 0 0 1,489 0 1,489 Lease liabilities 314 903 3,542 1,248 6,007 Trade payables 100 0 0 0 100 Other current liabilities 377 0 0 0 377 Payment of interest 13 40 84 0 138 Financial liabilities 805 943 5,116 1,248 8,111 Net financial liabilities -49 -890 -4,925 -1,248 -7,112 Financial liabilities are measured at nominal amounts if this is a reasonably approximate fair value. Presentation of financial assets and liabilities as at December 31, 2024 MATURITY PROFILE Amounts in NOK million 1–3 months 3–12 months 1–5 years More than 5 years Total Accounts receivables 136 46 163 0 345 Other current receivables 131 0 0 0 131 Cash and cash equivalents 371 0 0 0 371 Financial assets 639 46 163 0 848 Borrowings 0 0 1,449 0 1,449 Lease liabilities 306 876 3,454 1,229 5,866 Trade payables 178 0 0 0 178 Other current liabilities 360 0 0 0 360 Payment of interest 15 46 97 0 158 Financial liabilities 860 922 5,000 1,229 8,012 Net financial liabilities -221 -877 -4,837 -1,229 -7,164 Financial liabilities are measured at nominal amounts if this is a reasonably approximate fair value. 104 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 104
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Consolidated Financial Statements Consolidated statement of profit or loss Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Note 1 General information Note 2 Basis of preparing the consolidated financial statements Note 3 Segment information Note 4 Revenue, contract assets and contract liabilities Note 5 Personnel expenses Note 6 Other operating expenses Note 7 Net financial items Note 8 Tax Note 9 Intangible assets Note 10 Leases Note 11 Property, plant and equipment Note 12 Other non-current receivables Note 13 Group structure Note 14 Inventories Note 15 Accounts receivables and other current receivables Note 16 Cash and cash equivalents Note 17 Shareholders’ equity Note 18 Earnings per share Note 19 Borrowings Note 20 Reconciliation of cash and cash equivalents and borrowings Note 21 Financial risk factors Note 22 Financial instruments Note 23 Other current liabilities Note 24 Related parties Note 25 Events after the balance sheet date Capital management The Company’s leverage and shareholder distribution policy is to ensure prudent leverage, with excess cash returned to shareholders. The long-term target leverage is the lower end of 1.5–2.0x net debt (current and non-current bank borrowings less cash and cash equivalents) to EBITDA before impact of IFRS 16. The Group intends to maintain a stable leverage ratio within the stated range by returning excess capital to shareholders via a combination of dividends and share buy-backs. When proposing a payout, the Board of Directors reserves the right to deviate from its current leverage targets, taking into consideration internal and external factors such as material acquisitions, macroeconomic conditions and the capital markets environment. NOTE 22 Financial instruments Derivatives Derivatives are only used for economic hedging purposes to reduce cash flow risk and not as speculative investments. Derivatives are classified as FVPL and initially recognized at fair value on the date a derivative contract is entered into and are subsequently remeasured to their fair value through profit and loss at the end of each reporting period. The fair values are based on observable market prices obtained from external parties and are based on mid-range marked interest rates and prices, excluding margins, at the reporting date. The derivatives are defined as Level 2 in the fair value hierarchy. The derivatives are classified as non-current asset or liability if the maturity date is later than twelve months from the balance sheet date and there is no intention to close the position within twelve months from the balance sheet date. Changes in the fair value of any derivative instrument are recognized immediately in profit or loss and are included in financial income or financial expense. The fair values of the outstanding derivatives as at the balance sheet date are disclosed below. THE GROUP HAS THE FOLLOWING DERIVATIVE FINANCIAL INSTRUMENTS: Amounts in NOK million 2025 2024 Non-current assets Interest rate swap contracts 0 33 Total non-current derivative financial instrument assets 0 33 Current assets Interest rate swap contracts 16 0 Total current derivative financial instrument assets 16 0 Non-current liabilities Commodity contracts 1 4 Total non-current derivative financial instrument liabilities 1 4 Current liabilities Commodity contracts 3 6 Total current derivative financial instrument liabilities 3 6 Fair value estimates The Group uses the following hierarchy for determining and disclosing the fair value of financial instuments. Level 1: Fair value is measured using quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Fair value is measured using other observable input than used in level 1, either directly (prices) or indirectly (derived from the prices). Level 3: Fair value is measured using input that is not based on observable market data. Specific valuation techniques used to value financial instruments include: \ the use of quoted market prices or dealer quotes for similar instruments; \ the fair value of interest rate swaps calculated as the present value of the estimated future cash flows based on observable yield curves; \ the fair value of forward foreign exchange contracts determined using forward exchange rates at the balance sheet date; and \ the fair value of the remaining financial instruments determined using discounted cash flow analysis. All of the resulting fair value estimates are included in Level 2. Other financial instruments FINANCIAL ASSETS (EXCLUDING DERIVATIVE FINANCIAL INSTRUMENTS) All financial assets, excluding derivatives, meet the SPPI (solely payments of principal and interest) criteria and are managed in a business model of Hold to Collect. Therefore all financial assets, excluding derivatives, are allocated to the category amortized cost. The Group measures its accounts receivables and other receivables and cash and cash equivalents at amortized cost. Subsequent to initial recognition, these assets are measured at amortized cost using the effective interest method. Income from these financial assets is calculated on an effective yield basis and recognized in the income statement. The financial assets are classified as current assets, except for those where management has the intention to hold the investment for over twelve months or with maturities later than twelve months after the balance sheet date. These assets are classified as non-current assets. IMPAIRMENT OF FINANCIAL ASSETS The Group assesses on a forward-looking basis the expected credit loss associated with its debt instruments carried at amortized cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. While cash and cash equivalents also are subject to the impairment requirements, the expected credit losses are immaterial. For accounts receivables and contract assets, the Group applies the simplified approach to measuring expected credit losses, which uses a lifetime expected impairment provision for all accounts receivables and contract assets. FINANCIAL LIABILITIES (EXCLUDING DERIVATIVE FINANCIAL INSTRUMENTS) The Group’s financial liabilities consist of trade and other payables, other financial liabilities (including contingent considerations and lease liabilities) and borrowings. The Group initially recognizes its financial liabilities at fair value net of transaction costs, and they are subsequently measured at amortized cost using the effective interest method. Transaction costs are amortized using the effective interest method over the maturity of the loan. Contingent consideration is subsequently measured at its fair value. 105 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 105
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Consolidated Financial Statements Consolidated statement of profit or loss Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Note 1 General information Note 2 Basis of preparing the consolidated financial statements Note 3 Segment information Note 4 Revenue, contract assets and contract liabilities Note 5 Personnel expenses Note 6 Other operating expenses Note 7 Net financial items Note 8 Tax Note 9 Intangible assets Note 10 Leases Note 11 Property, plant and equipment Note 12 Other non-current receivables Note 13 Group structure Note 14 Inventories Note 15 Accounts receivables and other current receivables Note 16 Cash and cash equivalents Note 17 Shareholders’ equity Note 18 Earnings per share Note 19 Borrowings Note 20 Reconciliation of cash and cash equivalents and borrowings Note 21 Financial risk factors Note 22 Financial instruments Note 23 Other current liabilities Note 24 Related parties Note 25 Events after the balance sheet date Financial instruments as at December 31, 2025 ASSETS Amounts in NOK million Assets measured at amortized cost Fair value through profit and loss Total Other non-current receivables 72 0 72 Accounts receivable 161 0 161 Other current receivables 108 0 108 Derivatives 0 16 16 Cash and cash equivalents 512 0 512 Total financial assets 854 16 870 LIABILITIES Amounts in NOK million Liabilities measured at amortized cost Fair value through profit and loss Total Borrowings 1,489 0 1,489 Leases 5,177 0 5,177 Trade and other payables 100 0 100 Derivatives 0 4 4 Other current liabilities 377 0 377 Total financial liabilities 7,143 4 7,147 Financial instruments as at December 31, 2024 ASSETS Amounts in NOK million Assets measured at amortized cost Fair value through profit and loss Total Other non-current receivables 56 0 56 Accounts receivable 159 0 159 Other current receivables 131 0 131 Derivatives 0 33 33 Cash and cash equivalents 371 0 371 Total financial assets 718 33 750 LIABILITIES Amounts in NOK million Liabilities measured at amortized cost Fair value through profit and loss Total Borrowings 1,451 0 1,451 Leases 5,050 0 5,050 Trade and other payables 178 0 178 Derivatives 0 10 10 Other current liabilities 360 0 360 Total financial liabilities 7,039 10 7,050 106 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 106
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Consolidated Financial Statements Consolidated statement of profit or loss Consolidated statement of comprehensive income Consolidated statement of financial position Consolidated statement of changes in equity Consolidated statement of cash flows Notes to the consolidated financial statements Note 1 General information Note 2 Basis of preparing the consolidated financial statements Note 3 Segment information Note 4 Revenue, contract assets and contract liabilities Note 5 Personnel expenses Note 6 Other operating expenses Note 7 Net financial items Note 8 Tax Note 9 Intangible assets Note 10 Leases Note 11 Property, plant and equipment Note 12 Other non-current receivables Note 13 Group structure Note 14 Inventories Note 15 Accounts receivables and other current receivables Note 16 Cash and cash equivalents Note 17 Shareholders’ equity Note 18 Earnings per share Note 19 Borrowings Note 20 Reconciliation of cash and cash equivalents and borrowings Note 21 Financial risk factors Note 22 Financial instruments Note 23 Other current liabilities Note 24 Related parties Note 25 Events after the balance sheet date NOTE 23 Other current liabilities A large portion of the Group’s customers pay the monthly membership subscription fee in advance. These prepayments are recognized as non-financial debt and will be settled in the Group’s revenue. CONTRACT LIABILITIES Amounts in NOK million at December 31 2025 2024 Contract liabilities 724 653 Contract liabilities 724 653 Trade payables These amounts represent liabilities for goods and services provided to the Group prior to the end of the financial year that are unpaid. The amounts are unsecured and are usually paid within 30 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within twelve months after the reporting period. They are recognized initially at their fair value and subsequently measured at amortized cost using the effective interest method. OTHER CURRENT LIABILITIES BY NATURE Amounts in NOK million at December 31 2025 2024 Accrued employee benefit expenses 108 93 Accrued vacation pay 106 98 Accrued rent 7 1 Accrued rent discounts 51 40 Customer liabilities 23 27 Other current liabilities 82 101 Total other current liabilities 377 360 NOTE 24 Rela ted parties The following table presents an overview of transactions with related parties. Remuneration to executive staff and the Board of Directors and share capital information are presented in Note 5 Personnel expenses and Note 17 Shareholders’ equity, respectively, and are not included in the following overview: BALANCE SHEET ITEMS Amounts in NOK million at December 31 Related party Relationship Type of services 2025 2024 Key employees Employees Loan 28 15 Total related party balance sheet items 28 15 All transactions with related parties are priced at market terms, and there are no special conditions attached to them. Transactions with subsidiaries have been eliminated in consolidated statements and do not represent transactions with related parties. In 2025, a total of NOK 14.5 million in loans (NOK 0.3 million in 2024) was issued to key employees participating in a partly debt-financed share investment program. During 2025, NOK 3 million of loans were repaid (NOK 3 million in 2024). The terms are regulated according to the arm's length principle. Please see the remuneration report published on SATS' website www.satsgroup.com under “General meetings” for additional information. NOTE 25 Events after the balance sheet da te On February 18, 2025, the Board of Directors of SATS ASA resolved to initiate a share buyback program with a maximum consideration of NOK 200 million. The buyback program was commenced on February 18, 2025, and will not end later than the Company’s Annual General Meeting of 2026. On March 3, 2026, an extraordinary general meeting resolved to distribute a cash dividend of NOK 0.67 per share. The dividend was paid on March 9, 2026, to shareholders of record as at March 5, 2026. This decision was made after the reporting period and is therefore not reflected as a liability in the financial statements as at December 31, 2025. Further, the extraordinary meeting resolved to reduce the share capital by NOK 8,500,000 by redemption of 4,000,000 shares. Following completion of the capital reduction the share capital of the company will be NOK 424,350,999.50, divided into 199,694,588 shares, each with a nominal value of NOK 2.125. Subsequent to the balance sheet date, the Company identified indications of unauthorised access to parts of its IT environment and is currently investigating a cyber incident. As at the date of publication of this report, investigations into the scope of the incident are ongoing. On March 23, 2026, the Board of Directors approved a new investment program for all employees of the SATS Group, aimed at aligning the interests of the participants with those of the Company’s shareholders. Due to the cyber incident as described above, the Company was required to allocate significant internal and senior resources to its investigation and therefore resolved to postpone the implementation of the Share Investment Program. The Board of Directors is not aware of any other events that occurred after the balance sheet date, or any new information regarding existing matters, that could have a material effect on the 2025 consolidated financial statements. 107 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 107
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financial statements parent company MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 108
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Financial statements parent company Statement of profit or loss Statement of financial position Statement of cash flows Notes to the financial statements parent company Note 1 General information Note 2 Accounting principles Note 3 Other operating expenses Note 4 Net financial items Note 5 Shares in subsidiaries Note 6 Related parties Note 7 Cash and cash equivalents Note 8 Shareholders’ equity Note 9 Borrowings Note 10 Tax Note 11 Financial risk factors Note 12 Guarantees Note 13 New IFRS standards Note 14 Events after the balance sheet date Statement of profit or loss Amounts in NOK million for the period ended December 31 Notes 2025 2024 Other operating expenses 3 -12 -13 Total operating expenses -12 -13 Operating loss -12 -13 Group contributions 6 0 98 Interest income from Group companies 5, 6 146 145 Other interest income 31 39 Other financial income 221 262 Net loss derivatives unrealized 11 -11 -20 Interest expense to Group companies 6 -67 -59 Other interest expense 9 -60 -88 Other financial expenses -231 -266 Net financial items 4 29 112 Profit before tax 16 98 Income tax expense 10 -4 -22 Profit for the year 13 77 ALLOCATION OF PROFIT FOR THE YEAR Amounts in NOK million for the period ended December 31 Notes 2025 2024 Retained earnings 8 13 77 Total allocation 13 77 MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 109
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Financial statements parent company Statement of profit or loss Statement of financial position Statement of cash flows Notes to the financial statements parent company Note 1 General information Note 2 Accounting principles Note 3 Other operating expenses Note 4 Net financial items Note 5 Shares in subsidiaries Note 6 Related parties Note 7 Cash and cash equivalents Note 8 Shareholders’ equity Note 9 Borrowings Note 10 Tax Note 11 Financial risk factors Note 12 Guarantees Note 13 New IFRS standards Note 14 Events after the balance sheet date statements of financial position Amounts in NOK million at December 31 Notes 2025 2024 NON-CURRENT ASSETS Financial assets Investments in subsidiaries 5 2,956 2,956 Loans to Group companies 6 1,526 1,478 Derivative financial instruments 11 0 33 Other non-current receivables 6 28 15 Total non-current financial assets 4,510 4,482 Total non-current assets 4,510 4,482 CURRENT ASSETS Receivables from Group companies 6 2 99 Other receivables 4 4 Derivative financial instruments 11 16 0 Cash and cash equivalents 7 269 153 Total current assets 291 257 Total assets 4,801 4,739 Amounts in NOK million at December 31 Notes 2025 2024 EQUITY Share capital 8 433 435 Share premium 8 2,923 3,050 Other reserves 8 1 1 Treasury shares 8 -10 -19 Retained earnings/accumulated losses 8 -842 -631 Total equity 2,505 2,836 LIABILITIES Non-current liabilities Deferred tax liability 10 30 32 Derivative financial instruments 11 1 4 Borrowings 9 1,480 1,440 Total non-current liabilities 1,512 1,476 Current liabilities Borrowings 9 9 12 Borrowings from Group companies 6 766 408 Derivative financial instruments 11 3 6 Current tax liabilities 5 0 Other current liabilities 1 2 Total current liabilities 785 427 Total liabilities 2,296 1,903 Total equity and liabilities 4,801 4,739 Oslo, March 27, 2026 (Signed electronically) Hugo Lund Maurstad Chair of the Board Martin Folke Tivéus Board Member Maria Tallaksen Board Member Andreas Holm Board Member Lisa Åberg Board Member Anita Gullstedt Board Member, Employee Representative Carl Thorsson Board Member, Employee Representative Sondre Gravir CEO MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 110
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Financial statements parent company Statement of profit or loss Statement of financial position Statement of cash flows Notes to the financial statements parent company Note 1 General information Note 2 Accounting principles Note 3 Other operating expenses Note 4 Net financial items Note 5 Shares in subsidiaries Note 6 Related parties Note 7 Cash and cash equivalents Note 8 Shareholders’ equity Note 9 Borrowings Note 10 Tax Note 11 Financial risk factors Note 12 Guarantees Note 13 New IFRS standards Note 14 Events after the balance sheet date statements of cash flows Amounts in NOK million for the period ended December 31 Notes 2025 2024 CASH FLOW FROM OPERATING ACTIVITIES Profit before tax 16 98 Adjustment for: Net gain from fair value on derivatives 11 20 Proceeds from interest income -31 -39 Proceeds from other financial income 0 -4 Payments of interest income 60 88 Payments of other financial expense 10 8 Change in intercompany receivables and payables 278 -72 Change in trade payables and other accruals -1 2 Net cash flow from operations 344 101 CASH FLOW FROM INVESTING Loan to related parties -15 0 Proceeds from Group contribution 98 148 Proceeds from loan repayments 0 45 Interest on Group loans 59 93 Proceeds from loan to related parties 3 3 Net cash flow from investing 146 290 Amounts in NOK million for the period ended December 31 Notes 2025 2024 CASH FLOW FROM FINANCING Repayments of borrowings 9 -85 -435 Proceeds from borrowings 9 85 113 Interest paid1 -129 -151 Interest received1 115 107 Dividends paid -127 0 Purchase of own shares -267 0 Proceeds from sale of own shares 49 5 Other financial items1 -8 -14 Net cash flow from financing -368 -375 Net increase in cash and cash equivalents 7 121 16 Effect of foreign exchange rate changes on cash and cash equivalents -5 2 Cash and cash equivalents at the beginning of the period 153 136 Cash and cash equivalents at the end of period 7 269 153 1. Reclassifications between Interest paid, Interest received and Other financial items are recognized in 2024. MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 111
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Financial statements parent company Statement of profit or loss Statement of financial position Statement of cash flows Notes to the financial statements parent company Note 1 General information Note 2 Accounting principles Note 3 Other operating expenses Note 4 Net financial items Note 5 Shares in subsidiaries Note 6 Related parties Note 7 Cash and cash equivalents Note 8 Shareholders’ equity Note 9 Borrowings Note 10 Tax Note 11 Financial risk factors Note 12 Guarantees Note 13 New IFRS standards Note 14 Events after the balance sheet date notes to the financial statements parent company NOTE 1 General informa tion General information SATS ASA is registered and domiciled in Norway with its head office at Nydalsveien 28, Oslo, Norway. The company was incorporated on March 11, 2011. The Board of Directors approved the financial statements on March 27, 2026. Financial reporting framework The financial statements are prepared in accordance with the simplified application of International Financial Reporting Standards (Norwegian Forenklet IFRS) in accordance with § 3-9 of the Norwegian Accounting Act and the related directive. The directive refers to the general recognition and measurement requirements in IFRS® Accounting Standards as adopted by the European Union (EU), but with certain exemptions. The relevant exemption applicable to SATS ASA relates to the recognition of group contributions (Norwegian konsernbidrag). Group contributions and dividends under simplified IFRS may be recognized in accordance with Norwegian generally accepted accounting principles for the distributing and receiving entity. This means that the distributing entity may recognize a liability when the contribution or dividend is proposed, but before it has been approved. The receiving entity may also recognize the dividend or contribution receivable before it has been approved. Disclosure requirements are in accordance with the directive, which refers to disclosure requirements in accordance with Chapter 7 of the Norwegian Accounting Act and Norwegian generally accepted accounting principles, with certain differences. The financial statements are prepared in accordance with the historical cost principle, with the exception of derivatives, which are measured at fair value. Preparation of financial statements in accordance with simplified IFRS requires the use of estimates. The application of the company’s accounting principles also requires management to apply judgement. Certain new or revised standards, amendments or interpretations of existing standards have been published. Management has assessed these changes and concluded that they are not relevant for the business of the company or for the 2025 financial statements. For new standards, please see Note 2 Basis of preparing the consolidated financial statements in the consolidated financial statements. The company’s significant accounting policies are disclosed in Note 2 Basis of preparing the consolidated financial statements and in relevant individual notes in the consolidated financial statements. These principles have been applied consistently in all periods presented in the financial statements, unless stated otherwise. NOTE 2 Accounting principles The following description of accounting principles relevant for presentation applies to SATS ASA’s 2025 financial reporting, including comparative figures. The accounting policies for items covered by specific note disclosures are incorporated in the individual notes. Functional currency and presentation currency The financial statements of the company are prepared in NOK, which is the currency of the primary economic environment in which the company operates. Transactions, monetary and non-monetary items In preparing the financial statements, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the rate of exchange prevailing at the dates of the transactions. Gains or losses on transactions in foreign currencies and exchange differences on monetary items are recognized in profit or loss in the period in which they arise. Subsidiaries Subsidiaries are entities controlled by the company. The company controls an investee when the company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Investment in subsidiaries is measured at historic cost less any impairment. Acquisition-related costs are generally recognized in profit or loss as incurred. Statement of cash flows The Statement of cash flows is presented according to the indirect method. Cash and cash equivalents include cash on hand and bank deposits. MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 112
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Financial statements parent company Statement of profit or loss Statement of financial position Statement of cash flows Notes to the financial statements parent company Note 1 General information Note 2 Accounting principles Note 3 Other operating expenses Note 4 Net financial items Note 5 Shares in subsidiaries Note 6 Related parties Note 7 Cash and cash equivalents Note 8 Shareholders’ equity Note 9 Borrowings Note 10 Tax Note 11 Financial risk factors Note 12 Guarantees Note 13 New IFRS standards Note 14 Events after the balance sheet date NOTE 3 Other opera ting expenses OPERATING EXPENSES Amounts in NOK million 2025 2024 Consultant services -9 -10 Other operating expenses -3 -3 Total operating expenses -12 -13 The company has no employees. The Board of Directors received NOK 2 million in remuneration in 2025 (NOK 2 million in 2024). The remuneration to the Board members is included in Other operating expenses. AUDITOR’S REMUNERATION Amounts in NOK million 2025 2024 Expensed auditor incl. VAT: Statutory audit -1 -3 Other attestation and assurance services1 -1 -1 Total auditor's remuneration -3 -4 1. In other attestation and assurance services for the year 2025, the attestation and assurance of the sustainability report is included with NOK 1.4 million (NOK 0.6 million in 2024). NOTE 4 Net financial items INTEREST AND OTHER FINANCIAL INCOME Amounts in NOK million 2025 2024 Dividends from subsidiaries and Group contributions 0 98 Interest income from Group companies 146 145 Interest income financial institutions 29 38 Foreign exchange gain 221 262 Other financial income 1 1 Total interest and other financial income 398 544 INTEREST AND OTHER FINANCIAL EXPENSES Amounts in NOK million 2025 2024 Interest expense to Group companies -67 -59 Interest expense financial institutions -60 -88 Foreign exchange loss -221 -258 Net loss derivatives unrealized -11 -20 Other financial expenses -10 -8 Total interest and other financial expenses -369 -433 Net financial items 29 112 NOTE 5 Shares in subsidiaries The table below sets forth SATS ASA’s ownership interest in subsidiaries. The subsidiary is a holding company and owns shares in other subsidiaries as described in its annual financial statement. Ownership interests correspond to voting interest if not otherwise stated. Amounts in NOK million Subsidiaries Business office Ownership percentage Equity Gain after tax Carrying amount 2025 SATS Holding AB Stockholm 100% 2,172 58 2,956 Investment in a subsidiary is carried at cost. MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 113
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Financial statements parent company Statement of profit or loss Statement of financial position Statement of cash flows Notes to the financial statements parent company Note 1 General information Note 2 Accounting principles Note 3 Other operating expenses Note 4 Net financial items Note 5 Shares in subsidiaries Note 6 Related parties Note 7 Cash and cash equivalents Note 8 Shareholders’ equity Note 9 Borrowings Note 10 Tax Note 11 Financial risk factors Note 12 Guarantees Note 13 New IFRS standards Note 14 Events after the balance sheet date NOTE 6 Rela ted parties General The following table presents an overview of transactions with related parties. Remuneration to executive staff and the Board of Directors and share capital information are presented in Note 5 Personnel expenses and are not included in the following overview: BALANCE SHEET ITEMS Amounts in NOK thousand at December 31 Related party/type Relationship Financial statement line item 2025 2024 Financing through SATS ASA Subsidiaries Loans to Group companies 1,526,287 1,478,357 Group contribution Subsidiaries Receivables from Group companies 0 98,192 Cash pool Subsidiaries Borrowings from Group companies -765,393 -407,631 SATS Sports Club Sweden AB Subsidiaries Investment program 2,185 720 SATS Finland OY Subsidiaries Investment program 595 334 SATS Danmark A/S Subsidiaries Investment program 26 0 Key employees Employees Loan 27,579 14,948 SATS Norway AS Subsidiaries Other current receivables 0 86 SATS Vest AS Subsidiaries Other current receivables 0 22 Fresh Fitness AS Subsidiaries Other current receivables 0 36 SATS Sports Club Sweden AB Subsidiaries Other current liabilities -407 -149 SATS Norway AS Subsidiaries Other current liabilities -311 0 SATS Vest AS Subsidiaries Other current liabilities -41 0 Fresh Fitness AS Subsidiaries Other current liabilities -62 0 SATS Danmark A/S Subsidiaries Other current liabilities -86 0 Total related party balance sheet items 790,371 1,184,915 All transactions with related parties are priced at market terms, and there are no special conditions attached to them. Transactions with subsidiaries have been eliminated in consolidated statements and do not represent transactions with related parties. The terms for intercompany loans to subsidiaries are formally regulated by contractual lending agreements. Intercompany loans are accounted for as financial assets within the scope of IFRS 9 in the parent company's financial statements. Intercompany loans are classified as financial assets at amortized cost since they are held within a business model with the objective of collecting the contractual cash flows, and the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal outstanding. At initial recognition, loans are measured at their fair value, adjusted for directly attributable transaction costs. Loans are subsequently measured at amortized cost using the effective interest rate method and are subject to impairment under the general expected credit loss model. Loans denominated in foreign currencies are translated at the functional currency spot rates at the reporting date. Currency differences arising on settlement or translation are recognized in profit or loss. Impairment of intercompany loans Under the general impairment model, the parent company recognizes an allowance for expected credit losses for all intercompany loans. Credit losses are measured based on the difference between all contractual cash flows that are due in accordance with the contract and all the cash flows expected to be received, discounted at the original effective interest rate. At initial recognition intercompany loans are assessed to be performing (stage 1), i.e., the subsidiary has low risk of default and a strong capacity to meet contractual cash flows. The loss allowance recognized is based on expected credit losses that result from default events that are possible within the next twelve months (twelve-month expected credit loss). The parent company monitors the credit risk associated with intercompany loans to consider if there has been a significant increase in credit risk since initial recognition. If there has been a significant increase in credit risk (underperforming loan), the loss allowance recognized is based on expected credit losses resulting from all possible default events over the remaining life of the loan (lifetime expected credit loss). The definition of default used in the model is when the counterparty fails to make contractual payments within 60 days of when they fall due. To assess whether there is a significant increase in credit risk, management compares the risk of default occurring on the asset at the reporting date with the risk of default as at the date of initial recognition. The parent company uses the following indicators in the assessment: \ An actual or expected significant change in the operating results of the subsidiaries since the loan was first recognized. This includes assessments of whether there are any actual or expected declining revenue or margins, increasing operating risks, working capital deficiencies, decreasing asset quality or increased balance sheet leverage that would result in a significant change in the subsidiaries ability to meet its debt obligations. \ An actual or expected significant adverse change in the regulatory, economic or technological environment of the subsidiaries. Macroeconomic information (such as market interest rates or growth rates) is incorporated as part of the assessment. Regardless of the analysis above, a significant increase in credit risk is presumed if a debtor is more than 30 days past due in making contractual payment. Loans are written off when there is no reasonable expectation of recovery, such as a debtor failing to engage in a repayment plan. No loss allowance on intercompany loans was recognized as per December 31, 2025. In 2025, a total of NOK 14.5 million in loans (NOK 0.3 million in 2024) was issued to key employees participating in a partly debt-financed share investment program. During 2025, NOK 3 million of loans were repaid (NOK 3 million in 2024). The terms are regulated according to the arm's length principle. Please see the remuneration report published on SATS' website www.satsgroup.com under “General meetings” for additional information. MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 114
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Financial statements parent company Statement of profit or loss Statement of financial position Statement of cash flows Notes to the financial statements parent company Note 1 General information Note 2 Accounting principles Note 3 Other operating expenses Note 4 Net financial items Note 5 Shares in subsidiaries Note 6 Related parties Note 7 Cash and cash equivalents Note 8 Shareholders’ equity Note 9 Borrowings Note 10 Tax Note 11 Financial risk factors Note 12 Guarantees Note 13 New IFRS standards Note 14 Events after the balance sheet date NOTE 7 Cash and cash equivalents Cash and cash equivalents include cash on hand and bank deposits. CASH AND CASH EQUIVALENTS Amounts in NOK million 2025 2024 Cash and cash equivalents 269 153 The maximum exposure to credit risk at the reporting date is the carrying value of cash and cash equivalent as disclosed above. Please see Note 21 Financial risk factors for further information about the Group's credit risk management. The company owns the Group's cash pool and the bank accounts of the Group entities that are part of the cash pool arrangement. NOTE 8 Shareholders’ equity Ordinary shares are classified as equity. Costs that are directly related the issue of new shares or warrants are recognized after tax as a reduction of the consideration received directly in equity. As at December 31, 2025, share capital amounts to NOK 433 million, consisting of 203,694,588 ordinary shares at a face value of NOK 2.1250 per share. Please see Note 18 Earnings per share in the consolidated financial statements for additional disclosures. OVERVIEW OF THE SHAREHOLDERS AS AT DECEMBER 31, 2025 Shareholder Number of ordinary shares Ownership percentage Folketrygdfondet 14,348,765 7.0% J.P . Morgan SE, FI 7,889,563 3.9% Maaseide Holdco AS 7,262,647 3.6% Verdipapirfondet KLP Aksjenorge 6,019,890 3.0% Verdipapirfondet Alfred Berg Gambak 5,811,788 2.9% Vpf DNB Am Norske Aksjer 5,734,992 2.8% The Bank Of New York Mellon Sa/nv, UK 5,193,864 2.5% Sats ASA 4,726,793 2.3% Vpf Sparebank 1 Norge Verdi 4,670,000 2.3% The Bank Of New York Mellon Sa/nv, IE 4,538,000 2.2% Vpf Fondsfinans Utbytte 3,758,083 1.8% Hugo Lund Maurstad 3,500,000 1.7% AAT Invest AS 3,500,000 1.7% J.P . Morgan SE, LU 3,463,377 1.7% Salt Value AS 3,140,242 1.5% Verdipapirfondet Fondsfinans Norge 3,139,323 1.5% Morgan Stanley & co. Int. Plc. 3,053,706 1.5% N.A. Citibank 2,984,868 1.5% Varner Equities AS 2,942,727 1.4% The Bank Of New York Mellon Sa/nv, UK 2,751,000 1.4% Other 105,264,960 51.7% Total 203,694,588 100.0% All shares have been fully paid and have the same rights. MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 115
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Financial statements parent company Statement of profit or loss Statement of financial position Statement of cash flows Notes to the financial statements parent company Note 1 General information Note 2 Accounting principles Note 3 Other operating expenses Note 4 Net financial items Note 5 Shares in subsidiaries Note 6 Related parties Note 7 Cash and cash equivalents Note 8 Shareholders’ equity Note 9 Borrowings Note 10 Tax Note 11 Financial risk factors Note 12 Guarantees Note 13 New IFRS standards Note 14 Events after the balance sheet date Reduction of share capital On April 28, 2025, the Annual General Meeting resolved to reduce the share capital by NOK 2,125,000 from NOK 434,975,999.50 to NOK 432,850,999.50, through the redemption of 1,000,000 shares, from 204,694,588 to 203,694,588 shares. The capital reduction was completed on August 15, 2025. Dividends On August 21, 2025, the Board of Directors resolved to distribute a cash dividend, pursuant to the authorization granted by the Annual General Meeting held on April 28, 2025. The dividend, which was paid in 2025, amounted to NOK 127 million (NOK 0.63 per share). Share buy-back program During 2025, SATS repurchased a total of 5,721,697 shares under the share buy-back programs announced on February 11 and May 8, 2025. On October 31, 2025, SATS initiated a new share buy-back program, under which 2,034,269 shares were repurchased during 2025. The repurchased shares will be used to optimize the share capital structure through a redemption of treasury shares, which is considered beneficial for the Company’s shareholders. Treasury shares During the period, the Group changed how equity effects from treasury share transactions are presented. Treasury shares are now recorded at nominal value, and any difference between nominal and actual value is recognized directly in Retained earnings. This change does not affect total equity or profit for the period. It is made to improve clarity in equity disclosures, as using nominal value also creates a clear link between issued share capital and the number of shares held by SATS ASA. Comparative figures have not been restated. EQUITY Amounts in NOK thousand Share capital Share premium Other paid-in capital Treasury shares Retained earnings (acc. losses) Total equity Equity January 1, 2025 434,976 3,050,270 570 -18,920 -631,117 2,835,779 Investment program 287 387 788 1,462 Repurchase of shares -16,499 -250,331 -266,830 Proceeds from sale of treasury shares 4,440 44,327 48,767 Cancellation of own shares -2,125 2,125 0 Dividends -127,459 -127,459 Reclassification 18,422 -18,422 0 Profit for the year 12,853 12,853 Equity December 31, 2025 432,851 2,922,810 857 -10,044 -841,903 2,504,571 NOTE 9 Borrowings Borrowings are initially recognized at fair value when cash is received. Transaction costs are deducted from the carrying amount. Borrowings are classified as current unless the company has the unconditional right to defer repayment for twelve months or more after the reporting date. OVERVIEW OF INTEREST -BEARING LIABILITIES Amounts in NOK million at December 31 2025 2024 Non-current Bank borrowings 1,480 1,440 Total interest-bearing liabilities 1,480 1,440 Current Accrued interest cost 9 12 Total interest-bearing liabilities 9 12 Please see Note 19 Borrowings in the consolidated financial statement for further disclosures. Covenants, payment profile and effective interest rates As at December 31, 2025, and December 31, 2024, covenant requirements were met. Information about existing financial covenants is disclosed in Note 19 Borrowings in the consolidated financial statements. The payment profile of the parent company is equal to the Group's payment profile disclosed in Note 19 Borrowings to the consolidated financial statements. Effective interest rates are disclosed in Note 19 Borrowings in the consolidated financial statements. MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 116
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Financial statements parent company Statement of profit or loss Statement of financial position Statement of cash flows Notes to the financial statements parent company Note 1 General information Note 2 Accounting principles Note 3 Other operating expenses Note 4 Net financial items Note 5 Shares in subsidiaries Note 6 Related parties Note 7 Cash and cash equivalents Note 8 Shareholders’ equity Note 9 Borrowings Note 10 Tax Note 11 Financial risk factors Note 12 Guarantees Note 13 New IFRS standards Note 14 Events after the balance sheet date NOTE 10 Tax Income tax presented in the income statement comprises both income tax payable and movements in deferred taxes. Deferred taxes are calculated using the enacted tax rate applied to the temporary differences that exist between the carrying amount and the tax base of an asset or liability and unused tax losses, if any, at the reporting date. Deferred tax assets from unused tax losses are recognized to the extent that it is probable that the Group can utilize the tax losses against taxable profit in the future. Deferred tax assets and liabilities are presented net in the statement of financial position. Tax deductions through contributed group contributions (Norwegian konsernbidrag) and taxes on received group contributions are recognized as a reduction of the cost of the investment in the subsidiary or recognized directly in equity and against income tax payable or deferred taxes in the contributing and receiving entity, as applicable. Deferred tax assets and liabilities are not discounted but recognized at nominal value. TAX EXPENSE Amounts in NOK million 2025 2024 Tax payable -5 0 Change in deferred tax 2 -22 Total tax expense -4 -22 RECONCILIATION OF THE NOMINAL STATUTORY TAX RATE TO THE EFFECTIVE TAX RATE: Amounts in NOK million 2025 2024 Profit before tax 16 98 Expected taxes at nominal tax rate of 22% -4 -22 Income tax expense -4 -22 Effective tax rate 22% 22% MOVEMENT IN DEFERRED TAX LIABILITIES Amounts in NOK million 2025 2024 Financial instruments -129 -135 Amortized borrowing cost -10 -9 Basis deferred tax liabilities -138 -145 Carrying amount deferred tax liabilities -30 -32 Significant estimates Deferred tax assets from unused tax losses are recognized to the extent that it is probable that Group can utilize the tax losses against taxable profit in the future. Refer also to Note 8 Tax of the consolidated financial statements and the Board of Directors’ Report for additional information. NOTE 11 Financial risk factors Overview Through its activities, the Group is exposed to different types of financial risks: market risk, credit risk and liquidity risk. The company’s overall risk management plan is to ensure the ongoing liquidity in the Group, defined as to be able to meet its obligations at any time. The risk management strategy focuses on the uncertainty inherent in capital markets and intends to minimize potential negative effects on the financial results of the company by use of both natural hedges and derivatives to economically hedge certain risks. The overall focus also includes being able to meet the financial covenants related to the Group’s borrowings. Risk management of the company is maintained by a central finance function in accordance with the guidelines approved by the Board. The Group’s finance function identifies, measures, mitigates and reports on financial risks in close cooperation with the various operating units exposed to different types of financial risks: Liquidity risk The company focuses on maintaining a prudent and sufficient liquidity position through an appropriate financing structure. Management considers the company’s liquidity position to be strong. Credit Risk The exposure to credit risk is represented by the carrying amount of each class of financial assets, primarily intercompany loans to subsidiaries. SATS ASA manages the credit risk by continuously monitoring forecasted cash balances and actual cash flows in all of its subsidiaries. Non-current intercompany receivables are related to funding of subsidiaries and have a maturity profile matching the external debt maturities; see Note 19 Borrowings in the consolidated financial statements for details. Cash flows and market interest rates Interest rates on bank deposits and loan assets have a maturity of less than twelve months. The company does not have significant interest-bearing financial assets, and the company’s cash inflows and outflows are therefore independent of changes in market interest rates. Interest rate risk arises when issuing long-term debt. The company has entered into interest rate swaps related to its borrowings in order to minimize interest rate risk. Commodity price risk SATS is exposed to fluctuations in electricity prices, which the Group manages through commodity contracts as part of its risk management policy. Fair value measurement Fair value of financial instruments that are traded in active markets (such as securities that are available for sale or held for trading) are based on the observable market price at the reporting date. For financial assets, the bid price is used. For financial liabilities, the ask price is used. Fair value of derivatives is calculated as the present value of estimated future cash flows. The company’s risk management policies and procedures are reviewed regularly to take into account changes in the market and both the company’s and the Group’s activities. For a detailed description of management’s financial risk management policies, please see Note 21 Financial risk factors of the consolidated financial statements. Derivatives Derivatives are only used for economic hedging purposes and not as speculative investments. However, where derivatives do not meet the hedging criteria, they are classified as “held for trading” for accounting purposes below. The Group has the following derivative financial instruments. MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 117
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Financial statements parent company Statement of profit or loss Statement of financial position Statement of cash flows Notes to the financial statements parent company Note 1 General information Note 2 Accounting principles Note 3 Other operating expenses Note 4 Net financial items Note 5 Shares in subsidiaries Note 6 Related parties Note 7 Cash and cash equivalents Note 8 Shareholders’ equity Note 9 Borrowings Note 10 Tax Note 11 Financial risk factors Note 12 Guarantees Note 13 New IFRS standards Note 14 Events after the balance sheet date SATS HAS THE FOLLOWING DERIVATIVE FINANCIAL INSTRUMENTS: Amounts in NOK million 2025 2024 Non-current assets Interest rate swap contracts 0 33 Total non-current derivative financial instrument assets 0 33 Current assets Interest rate swap contracts 16 0 Total current derivative financial instrument assets 16 0 Non-current liabilities Commodity contracts 1 4 Total non-current derivative financial instrument liabilities 1 4 Current liabilities Commodity contracts 3 6 Total current derivative financial instrument liabilities 3 6 Derivatives are recognized at fair value when the company becomes party to the contract and are subsequently measured at fair value through profit or loss. Fair value gains or losses are presented as fair value changes of derivatives in the income statements. They are presented as current assets or liabilities if they are expected to be settled within twelve months after the end of the reporting period. The company does not apply hedge accounting. Foreign exchange risk For risk management purposes, management has identified three types of exchange exposures: \ Effect on covenants from profit after tax in foreign currency; \ Internal loans in foreign currency; and \ Borrowings in foreign currency. As an international group, SATS is exposed to the risk associated with converting the currency related to legal entities with a functional currency different from the Group’s presentation currency. Such translation exposure does not yield an immediate result on the cash flow. It can still affect the Group’s financial covenants and is therefore closely monitored. Exposure of foreign subsidiaries’ equity is partly hedged naturally through borrowings in corresponding currency. The Group’s business model is such that the subsidiaries’ sales and operating expenses are incurred in local currency, reducing the exposure to foreign exchange rate fluctuations in the profit or loss. The net of those cash flows is meant to be able to cover the borrowings in local currency, reducing the exposure related to borrowings in local currency due to changes in the foreign exchange rates. Please see Note 21 Financial risk factors in the consolidated financial statements for additional disclosures. NOTE 12 Guarantees SATS ASA has issued parent company guarantees as security for payment of rental agreements entered into by other Group companies. The net present value on these agreements amounts to NOK 20 million in 2025. NOTE 13 New IFRS st andards For information on effects from coming IFRS standards and interpretations, please see Note 2 Basis of preparing the consolidated financial statements in the consolidated financial statements. NOTE 14 Events after the balance sheet da te On March 3, 2026, an extraordinary general meeting resolved to distribute a cash dividend of NOK 0.67 per share. The dividend was paid on March 9, 2026, to shareholders of record as at March 5, 2026. This decision was made after the reporting period and is therefore not reflected as a liability in the financial statements as at December 31, 2025. Further, the extraordinary meeting resolved to reduce the share capital by NOK 8,500,000 by redemption of 4,000,000 shares. Following completion of the capital reduction the share capital of the company will be NOK 424,350,999.50, divided into 199,694,588 shares, each with a nominal value of NOK 2.125. Subsequent to the balance sheet date, the Company identified indications of unauthorised access to parts of its IT environment and is currently investigating a cyber incident. As at the date of publication of this report, investigations into the scope of the incident are ongoing. On March 23, 2026, the Board of Directors approved a new investment program for all employees of the SATS Group, aimed at aligning the interests of the participants with those of the Company’s shareholders. Due to the cyber incident as described above, the Company was required to allocate significant internal and senior resources to its investigation and therefore resolved to postpone the implementation of the Share Investment Program. The Board of Directors is not aware of any other events that occurred after the balance sheet date, or any new information regarding existing matters, that could have a material effect on the 2025 consolidated financial statements. MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 118
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Statement from the Board and the CEO We confirm that, to the best of our knowledge, the consolidated financial statements for the year ended December 31, 2025, have been prepared in accordance with IFRS as adopted by the EU, that the financial statements for the parent company for the year ended December 31, 2025, have been prepared in accordance with the Norwegian Accounting Act and simplified IFRS in Norway, that they give a true and fair view of the company’s and Group’s assets, liabilities, financial position and results of operations, and that the Board of Directors’ Report gives a true and fair view of the development, performance and financial position of the company and the Group and includes a description of the principal risks and uncertainties that they face. Furthermore, we confirm that, where required, the Board of Directors’ Report has been prepared in accordance with the sustainability reporting established under Section 2-6 of the Norwegian Accounting Act, and in compliance with the requirements established under the Article 8 No. 4 of the Taxonomy Regulation Oslo, March 27, 2026 (Signed electronically) Hugo Lund Maurstad Chair of the Board Martin Folke Tivéus Board Member Maria Tallaksen Board Member Andreas Holm Board Member Lisa Åberg Board Member Anita Gullstedt Board Member, Employee Representative Carl Thorsson Board Member, Employee Representative Sondre Gravir CEO MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 119
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auditor’s report Deloitte AS Dronning Eufemias gate 14 Postboks 221 NO-0103 Oslo Norway +47 23 27 90 00 www.deloitte.no Deloitte AS and Deloitte Advokatfirma AS are the Norwegian affiliates of Deloitte NSE LLP, a member firm of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (“DTTL”). DTTL and each of its member firms are legally separate and independent entities. DTTL and Deloitte NSE LLP do not provide services to clients. Please see www.deloitte.com/about to learn more about our global network of member firms. Deloitte Norway conducts business through two legally separate and independent limited liability companies; Deloitte AS, providing audit, consulting, financial advisory and risk management services, and Deloitte Advokatfirma AS, providing tax and legal services. Registrert i Foretaksregisteret Medlemmer av Den norske Revisorforening Organisasjonsnummer: 980 211 282 To the General Meeting of SATS ASA INDEPENDENT AUDITOR’S REPORT Report on the Audit of the Financial Statements Opinion We have audited the financial statements of SATS ASA, which comprise: • The financial statements of the parent company SATS ASA (the Company), which comprise the statement of financial position as of 31 December 2025, statement of profit or loss and statement of cash flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies. • The consolidated financial statements of SATS ASA and its subsidiaries (the Group), which comprise the consolidated statement of financial position as of 31 December 2025, consolidated statement of profit or loss, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information. In our opinion • the financial statements comply with applicable statutory requirements, • the financial statements of the Company give a true and fair view of the financial position of the Company as at 31 December 2025, and its financial performance and its cash flows for the year then ended in accordance with simplified application of International Accounting Standards according to the Norwegian Accounting Act section 3-9, and • the financial statements of the Group give a true and fair view of the financial position of the Group as at 31 December 2025, and its financial performance and its cash flows for the year then ended in accordance with IFRS Accounting Standards as adopted by the EU. Our opinion is consistent with our additional report to the Audit Committee. Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company and the Group as required by relevant laws and regulations in Norway and the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants (including International Independence Standards) (IESBA Code) as applicable to audits of financial statements of public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. To the best of our knowledge and belief, no prohibited non-audit services referred to in the Audit Regulation (537/2014) Article 5.1 have been provided. The Company was listed in 2019. We have been the company's elected auditor since before the company became listed. We have been the company's elected auditor continuously for 7 years since the company became listed, including the year of listing. Independent auditor’s report SATS ASA 2 Key Audit Matters Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of 2025. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Carrying amount of goodwill Description of the Key Audit Matter How the matter was addressed in the audit Refer to note 9 in the Group financial statements for descriptions of management’s impairment testing process and key assumptions. Refer also to note 2 for a description of related estimates and assumptions. As disclosed in note 9 the Group has recognized goodwill of NOK 2.587 million per 31 December 2025. Management performed impairment testing of goodwill allocated to the Cash Generating Units (‘CGU’s) to determine recoverable amount in accordance with the requirements of IAS 36 ‘Impairment of Assets’ (‘IAS 36’). Management assessed the recoverable amount of goodwill by determining the value in use. No impairment was identified per 31 December 2025. Estimating value in use requires management to make significant judgements and estimations. Management judgements are based on the Group’s strategic five-year plan, including estimation of future outcomes and assumptions of cash flows (for example customer acquisition and retention, changes in subscription rates, operating costs etc.), along with the discount rate to be applied to those cash flows. Management’s impairment evaluation is a Key Audit Matter due to the significance of the carrying amount of goodwill, and level of management judgement involved in determining assumptions used in the evaluation of impairment. We challenged management’s assumptions used in its impairment model for assessing the recoverability of the carrying amount of goodwill. We focused on the appropriateness of CGU identification, methodology applied to estimate recoverable amount, discount rates and forecasted cash flows. Specifically: • We obtained a detailed understanding of management’s process for performing the CGU impairment assessment. As part of this we assessed the design and implementation of the key controls. • We tested the methodology applied to estimate recoverable amount as compared to the requirements of IAS 36; • We tested the mathematical accuracy of management’s impairment models; • We obtained an understanding of and assessed the basis for the key assumptions for the Group’s five-year strategic plan; • We evaluated and challenged management’s cash flow forecasting included in the five-year plan and the growth rate beyond this period with reference to the recent and historical performance of the CGU’s; • We evaluated management’s sensitivity analysis; • We assessed the discount rates applied by benchmarking against independent data. We used Deloitte valuations specialists in our audit of the carrying value of goodwill. We considered the appropriateness of the related disclosures provided in note 9. Other Information The Board of Directors and the Managing Director (management) are responsible for the information in the Board of Directors’ report and the other information accompanying the financial statements. The other information comprises information in the annual report, but does not include the financial statements and MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 120
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Independent auditor’s report SATS ASA 3 our auditor’s report thereon. Our opinion on the financial statements does not cover the information in the Board of Directors’ report nor the other information accompanying the financial statements. In connection with our audit of the financial statements, our responsibility is to read the Board of Directors’ report and the other information accompanying the financial statements. The purpose is to consider if there is material inconsistency between the Board of Directors’ report and the other information accompanying the financial statements and the financial statements or our knowledge obtained in the audit, or whether the Board of Directors’ report and the other information accompanying the financial statements otherwise appear to be materially misstated. We are required to report if there is a material misstatement in the Board of Directors’ report or the other information accompanying the financial statements. We have nothing to report in this regard. Based on our knowledge obtained in the audit, it is our opinion that the Board of Directors’ report • is consistent with the financial statements and • contains the information required by applicable statutory requirements. Our statement on the Board of Directors’ report applies correspondingly to the statement on Corporate Governance. Responsibilities of Management for the Financial Statements Management is responsible for the preparation of financial statements of the Company that give a true and fair view in accordance with simplified application of International Accounting Standards according to the Norwegian Accounting Act section 3-9, and for the preparation of the consolidated financial statements of the Group that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the EU. Management is responsible for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Company’s and the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or the Group or to cease operations, or has no realistic alternative but to do so. Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also: • identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error. We design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s and the Group's internal control. Independent auditor’s report SATS ASA 4 • evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. • conclude on the appropriateness of management’s use of the going concern basis of accounting, and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s and the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company and the Group to cease to continue as a going concern. • evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves a true and fair view. • obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with the Board of Directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with the Board of Directors, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on Other Legal and Regulatory Requirements Report on Compliance with Requirement on European Single Electronic Format (ESEF) Opinion As part of the audit of the financial statements of SATS ASA, we have performed an assurance engagement to obtain reasonable assurance about whether the financial statements included in the annual report, with the file name satsasa-2025-12-31-1-en.zip, have been prepared, in all material respects, in compliance with the requirements of the Commission Delegated Regulation (EU) 2019/815 on the European Single Electronic Format (ESEF Regulation) and regulation pursuant to Section 5-5 of the Norwegian Securities Trading Act, which includes requirements related to the preparation of the annual report in XHTML format and iXBRL tagging of the consolidated financial statements. In our opinion, the financial statements, included in the annual report, have been prepared, in all material respects, in compliance with the ESEF regulation. Management’s Responsibilities Management is responsible for the preparation of the annual report in compliance with the ESEF regulation. This responsibility comprises an adequate process and such internal control as management determines is necessary. Auditor’s Responsibilities Our responsibility, based on audit evidence obtained, is to express an opinion on whether, in all material Independent auditor’s report SATS ASA 5 respects, the financial statements included in the annual report have been prepared in compliance with ESEF. We conduct our work in compliance with the International Standard for Assurance Engagements (ISAE) 3000 – “Assurance engagements other than audits or reviews of historical financial information”. The standard requires us to plan and perform procedures to obtain reasonable assurance about whether the financial statements included in the annual report have been prepared in compliance with the ESEF Regulation. As part of our work, we have performed procedures to obtain an understanding of the Company’s processes for preparing the financial statements in compliance with the ESEF Regulation. We examine whether the financial statements are presented in XHTML-format. We evaluate the completeness and accuracy of the iXBRL tagging of the consolidated financial statements and assess management’s use of judgement. Our procedures include reconciliation of the iXBRL tagged data with the audited financial statements in human- readable format. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Oslo, 27 March 2026 Deloitte AS Mats Nordal State Authorised Public Accountant (electronically signed) MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 121
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sustainability auditor’s limited assurance report Deloitte AS Dronning Eufemias gate 14 Postboks 221 NO-0103 Oslo Norway +47 23 27 90 00 www.deloitte.no Deloitte AS and Deloitte Advokatfirma AS are the Norwegian affiliates of Deloitte NSE LLP, a member firm of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (“DTTL”). DTTL and each of its member firms are legally separate and independent entities. DTTL and Deloitte NSE LLP do not provide services to clients. Please see www.deloitte.com/about to learn more about our global network of member firms. Deloitte Norway conducts business through two legally separate and independent limited liability companies; Deloitte AS, providing audit, consulting, financial advisory and risk management services, and Deloitte Advokatfirma AS, providing tax and legal services. Registrert i Foretaksregisteret Medlemmer av Den norske Revisorforening Organisasjonsnummer: 980 211 282 To the General Meeting of SATS ASA INDEPENDENT SUSTAINABILITY AUDITOR'S LIMITED ASSURANCE REPORT Limited assurance conclusion We have conducted a limited assurance engagement on the consolidated sustainability statement of SATS ASA (“Group”), included in Sustainability Report of the Board of Directors’ report (the “Sustainability Statement”), as at 31 December 2025 and for the year then ended. Based on the procedures we have performed and the evidence we have obtained, nothing has come to our attention that causes us to believe that the Sustainability Statement is not prepared, in all material respects, in accordance with the Norwegian Accounting Act section 2-3, including: • compliance with the European Sustainability Reporting Standards (ESRS), including that the process carried out by the Group to identify the information reported in the Sustainability Statement (the “Process”) is in accordance with the description set out in "General Information", and • compliance of the disclosures in Statement on the EU Taxonomy for sustainable economic activities in 2025 of the Sustainability Statement with Article 8 of EU Regulation 2020/852 (the “Taxonomy Regulation”). Basis for conclusion We conducted our limited assurance engagement in accordance with International Standard on Assurance Engagements (ISAE) 3000 (Revised), Assurance engagements other than audits or reviews of historical financial information (“ISAE 3000 (Revised)”), issued by the International Auditing and Assurance Standards Board. We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our conclusion. Our responsibilities under this standard are further described in the Sustainability auditor’s responsibilities section of our report. Our independence and quality management We have complied with the independence and other ethical requirements as required by relevant laws and regulations in Norway and the International Code of Ethics for Professional Accountants (including International Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour. The firm applies International Standard on Quality Management 1, which requires the firm to design, implement and operate a system of quality management including policies or procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements. Responsibilities for the Sustainability Statement The Board of Directors and the Managing Director (management) are responsible for designing and implementing a process to identify the information reported in the Sustainability Statement in accordance with the ESRS and for disclosing this Process in "General Information" of the Sustainability Statement. This responsibility includes: Independent sustainability auditor's limited assurance report SATS ASA 2 • understanding the context in which the Group's activities and business relationships take place and developing an understanding of its affected stakeholders; • the identification of the actual and potential impacts (both negative and positive) related to sustainability matters, as well as risks and opportunities that affect, or could reasonably be expected to affect, the Group's financial position, financial performance, cash flows, access to finance or cost of capital over the short-, medium-, or long-term; • the assessment of the materiality of the identified impacts, risks and opportunities related to sustainability matters by selecting and applying appropriate thresholds; and • making assumptions that are reasonable in the circumstances. Management is further responsible for the preparation of the Sustainability Statement, in accordance with the Norwegian Accounting Act section 2-3, including: • compliance with the ESRS; • preparing the disclosures in Statement on the EU Taxonomy for sustainable economic activities in 2025 of the Sustainability Statement, in compliance with the Taxonomy Regulation; • designing, implementing and maintaining such internal control that management determines is necessary to enable the preparation of the Sustainability Statement that is free from material misstatement, whether due to fraud or error; and • the selection and application of appropriate sustainability reporting methods and making assumptions and estimates that are reasonable in the circumstances. Inherent limitations in preparing the Sustainability Statement In reporting forward-looking information in accordance with ESRS, management is required to prepare the forward-looking information on the basis of disclosed assumptions about events that may occur in the future and possible future actions by the Group. Actual outcomes are likely to be different since anticipated events frequently do not occur as expected. Sustainability auditor’s responsibilities Our responsibility is to plan and perform the assurance engagement to obtain limited assurance about whether the Sustainability Statement is free from material misstatement, whether due to fraud or error, and to issue a limited assurance report that includes our conclusion. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence decisions of users taken on the basis of the Sustainability Statement as a whole. As part of a limited assurance engagement in accordance with ISAE 3000 (Revised) we exercise professional judgement and maintain professional scepticism throughout the engagement. Our responsibilities in respect of the Sustainability Statement, in relation to the Process, include: • obtaining an understanding of the Process, but not for the purpose of providing a conclusion on the effectiveness of the Process, including the outcome of the Process; • considering whether the information identified addresses the applicable disclosure requirements of the ESRS; and • designing and performing procedures to evaluate whether the Process is consistent with the Group's description of its Process set out in "General Information". Our other responsibilities in respect of the Sustainability Statement include: • identifying where material misstatements are likely to arise, whether due to fraud or error; and • designing and performing procedures responsive to where material misstatements are likely to arise in the Sustainability Statement. The risk of not detecting a material misstatement resulting from fraud MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 122
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Independent sustainability auditor's limited assurance report SATS ASA 3 is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Summary of the work performed A limited assurance engagement involves performing procedures to obtain evidence about the Sustainability Statement. The procedures in a limited assurance engagement vary in nature and timing from, and are less in extent than for, a reasonable assurance engagement. Consequently, the level of assurance obtained in a limited assurance engagement is substantially lower than the assurance that would have been obtained had a reasonable assurance engagement been performed. The nature, timing and extent of procedures selected depend on professional judgement, including the identification of disclosures where material misstatements are likely to arise in the Sustainability Statement, whether due to fraud or error. In conducting our limited assurance engagement, with respect to the Process, we: • obtained an understanding of the Process by: o performing inquiries to understand the sources of the information used by management (e.g., stakeholder engagement, business plans and strategy documents); and o reviewing selected parts of the Group’s internal documentation of its Process; and • evaluated whether the evidence obtained from our procedures with respect to the Process implemented by the Group was consistent with the description of the Process set out in "General Information". In conducting our limited assurance engagement, with respect to the Sustainability Statement, we: • obtained an understanding of the Group's reporting processes relevant to the preparation of its Sustainability Statement by o obtaining an understanding of the Group's control environment and selected processes, control activities and information system relevant to the preparation of the Sustainability Statement, but not for the purpose of providing a conclusion on the effectiveness of the Group's internal control • evaluated whether the information identified by the Process is included in the Sustainability Statement; • evaluated whether the structure and the presentation of the Sustainability Statement is in accordance with the ESRS; • performed inquires of selected relevant personnel and analytical procedures on selected information in the Sustainability Statement; • performed substantive assurance procedures on selected information in the Sustainability Statement; • where applicable, compared selected disclosures in the Sustainability Statement with the corresponding disclosures in the financial statements and other sections of the Board of Directors’ report; • evaluated selected methods, assumptions and data for developing estimates and forward-looking information; • obtained an understanding of the Group's process to identify taxonomy-eligible and taxonomy- aligned economic activities and the corresponding disclosures in the Sustainability Statement; • evaluated whether information about the selected identified taxonomy-eligible and taxonomy- aligned economic activities is included in the Sustainability Statement, and • performed inquiries of selected relevant personnel, analytical procedures and substantive procedures on selected taxonomy disclosures included in the Sustainability Statement. Independent sustainability auditor's limited assurance report SATS ASA 4 Oslo, 27 March 2026 Deloitte AS Mats Nordal State Authorised Public Accountant - Sustainability Auditor (This document is signed electronically) MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT FINANCIAL STATEMENTS CONTENTS 123
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Al ternative performance measures The Group reports its financial results in accordance with accounting principles IFRS as issued by the IASB and as endorsed by the EU. However, management believes that certain alternative performance measures (APMs) provide management and other users with additional meaningful financial information that should be considered when assessing the Group’s ongoing performance. These APMs are non-IFRS financial measures and should not be viewed as a substitute for any IFRS financial measure. Management, the Board of Directors and the long-term lenders regularly use supplemental APMs to understand, manage and evaluate the business and its operations. These APMs are among the factors used in planning for and forecasting future periods, including compliance with financial covenants. Alternative performance measures reflect adjustments based on the following items: EBITDA EBITDA is a measure of earnings before deducting net financial items, taxes, amortization and depreciation charges. The Group has presented this APM because it considers it to be an important supplemental measure to understand the overall picture of profit generation in the Group’s operating activities. EBITDA before impact of IFRS 16 EBITDA before impact of IFRS 16 is a measure of EBITDA adjusted for lease expenses applying IAS 17 Leases, and the Group has presented this APM because it considers it to be an important supplemental measure to understand the underlying profit generation in the Group’s operating activities. EBITDA before impact of IFRS 16 Margin EBITDA before impact of IFRS 16 divided by total revenue. EBIT before impact of IFRS 16 EBIT before impact of IFRS 16 is a measure of EBIT adjusted for lease expenses applying IAS 17 Leases, depreciation and amortization, and the Group has presented this APM because it considers it to be an important supplemental measure to understand the underlying profit generation in the Group’s operating activities. EBIT before impact of IFRS 16 margin EBIT before impact of IFRS 16 divided by total revenue. Net debt Current and non-current borrowings for the period (excluding property lease liabilities recognized under IFRS 16) less cash and cash equivalents for the period. Net debt is a non-IFRS financial measure, which the Group considers to be an APM, and this measure should not be viewed as a substitute for any IFRS financial measure. The Group has presented this APM since it is a useful indicator of the Group’s indebtedness, financial flexibility and capital structure. It indicates the level of borrowings after taking account of cash and cash equivalents within the Group’s business that could be utilized to pay down the outstanding borrowings. Net debt is also used as part of the assessment of compliance with financial covenants. Please see Note 19 Borrowings for reconciliation to Total interest-bearing liabilities. Leverage ratio Net debt divided by EBITDA before impact of IFRS 16 for the past twelve months. Capital expenditure Capital expenses (CAPEX) is a measure of total investments in the period both in the operations and in new business either through business combinations (acquisitions) or through new club openings (greenfields). Capital expenditures consist of both upgrades and maintenance CAPEX and expansion CAPEX, and the source of CAPEX is the Statement of cash flows. Upgrades and maintenance CAPEX Upgrades and maintenance capital expenditures are a measure of investments made in the operations and consist of investments in tangible and intangible assets, excluding business combinations (acquisitions) and greenfields. The measure is defined as the sum of purchase of property, plant and equipment from the Statement of cash flows less investments in greenfields. Upgrades and maintenance CAPEX can be divided into IT CAPEX and Club portfolio CAPEX, where IT CAPEX is investments and development of common software programs used by the whole Group and Club portfolio CAPEX is physical investments at the clubs. Expansion CAPEX Expansion capital expenditures is a measure of business combinations (acquisitions) and investments in greenfields and digital expansion. The measure is defined as the sum of Acquisition of subsidiary from the Statement of cash flows and investments in greenfields and digital expansion. Operating cash flow Operating cash flow is a measure of how much cash is generated by the operations and used to evaluate SATS’s liquidity. The definition is EBITDA excluding IFRS 16 less Upgrades and maintenance CAPEX and working capital. Cash Conversion Operating cash flow divided by EBITDA before impact of IFRS 16. MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 124
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Definitions Average number of members per club Outgoing member base divided by outgoing number of club Average revenue per member (ARPM) Calculated as monthly total revenue divided by the average member base CAPEX: Expansion capital expenditures The sum of investments related to acquisitions and greenfields, as well as CAPEX related to the perfect club initiative and digital expansion CAPEX: Maintenance capital expenditures Club maintenance and IT capital expenditures Cash conversion Operating cash flow divided by EBITDA before impact of IFRS 16 Country EBITDA before impact of IFRS 16 EBITDA before impact of IFRS 16 less allocation of Group overhead and cost allocations EBITDA Profit/(loss) before net financial items, income tax expense, depreciation and amortization EBITDA before impact of IFRS 16 EBITDA adjusted for the impact of implementation of the IFRS 16 lease standard EBIT before impact of IFRS 16 EBIT adjusted for the impact of implementation of the IFRS 16 lease standard Group overhead Consists of group services such as commercial functions, IT, finance and administration Leverage ratio Net debt divided by EBITDA before impact of IFRS 16 fot the past twelve months Member base Number of members, including frozen memberships, excluding free memberships Operating cash flow EBITDA before impact of IFRS 16 less maintenance capital expenditures and working capital Other yield Calculated as monthly other revenue in the period, divided by the average member base Total overhead The sum of country overhead and group overhead Underlying operating cash flow Operating cash flow less expansion capital expenditures Yield Calculated as monthly member revenue in the period, divided by the average member base MANAGEMENT’S REVIEW BOARD OF DIRECTORS’ REPORT CONTENTSFINANCIAL STATEMENTS 125
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Investor Rela tions Contacts Cecilie Elde CFO +47 92 41 41 95 Stine Klund Investor Relations +47 98 69 92 59 SATS ASA Nydalsveien 28 0484 Oslo Norway +47 23 30 70 00 SATS ASA © 2026 Grafisk design: Aksell