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SATS

Interim / Quarterly Report Aug 21, 2025

3735_rns_2025-08-21_e33dff54-9824-4a84-979b-0bd319bd3bc6.pdf

Interim / Quarterly Report

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The Group, through our brands and concepts SATS, ELIXIA, Fresh Fitness, SATS Yoga, and SATS Online, is the leading provider of fitness and training services in the Nordics with 273 clubs, close to 10 000 employees, and 739 000 members.

Everyone is welcome at SATS, and our members have full flexibility to tailor their membership package to address their individual needs. We offer cutting-edge studio facilities for individual training, the broadest selection of group training with superior programming, and highly qualified personal trainers for specialized training and individual coaching. We also have a strong focus on supporting our members through online training and digital tools for when they are not able to physically visit our club facilities. We are also constantly working with trend research and innovation to be the industry's best and most forward-looking fitness chain.

Words from the CEO 3
Highlights 4
Board of Directors' Report 5
Consolidated Income Statement 11
Consolidated Statement of Comprehensive Income 12
Consolidated Balance Sheet 13
Consolidated Statement of Changes in Equity 14
Consolidated Statement of Cash Flows 15
Notes to the Consolidated Interim Financial Statements 16
Responsibility Statement 28
Appendix 29
Definitions 30

"It is truly rewarding to work every day to help people get healthier and happier, and to continue seeing this reflected in more consistent workout habits among our members."

We look back on a quarter where our clubs once again welcomed a record number of workouts, driven both by growth in our member base over the past year and by members working out more frequently. It is truly rewarding to work every day to help people get healthier and happier, and to continue seeing this reflected in more consistent workout habits among our members. This is also a proof for us that all the improvements we make in our product and operational delivery is being well received by our members.

We also delivered another quarter of solid financial performance, with revenues and EBIT up 10% and 35%, respectively. Reaching the NOK 800 million EBITDA ambition from our 2022 Capital Markets Day in less than three years is a milestone we are proud of and a clear sign of what we can achieve together.

Staying true to our commitment to shareholders, we are distributing a dividend of 50% of the first-half net profit, on top of the ongoing share buybacks. This means our capital return for 2025 will be well above our minimum target, while keeping the financial strength needed to invest in the member experience.

Looking ahead, we remain focused on the core — a strategy we reaffirmed at our CMD in May — and on the journey toward our mid-term NOK 1.1 billion EBITDA ambition. We will get there by continuing to invest in our product offering, growing member revenues and drive operational excellence every day.

As we move into the autumn season, we do so with great confidence and energy. To all our members, thank you for making our clubs such vibrant communities. To all our colleagues, thank you for your passion and dedication. Together, we will continue to inspire healthier and happier lives.

Sondre Gravir

CEO

1) Before impact of IFRS 16. For further information regarding definitions and Alternative Performance Measures, please see Appendix 2) Free cash flow in Q2 2024 positively affected by timing of payments related to quarterly rent (NOK 85 million)

2024

2025

  • Total revenues of NOK 1 393 million in Q2 2025, up 10% compared to the same quarter last year
  • EBITDA before IFRS 16 increasing by 23% to NOK 269 million in the quarter
  • EBIT before IFRS 16 of NOK 215 million, up 35% compared to Q2 2024
  • Operating cash flow of NOK 129 million and a cash conversion of 48% in the quarter
  • Continued momentum in club activity highlights the appeal of the offering, with the increase driven by the group training offering
  • Distributing dividend of 50% of H1 2025 net profit, equal to NOK 0.63 per share and a total payout of NOK 127 million. Combined with share buybacks, this brings H1 2025 capital return well above our 50% minimum target
  • Clear strategic focus on the core reaffirmed at the CMD in May. Mid-term EBITDA before IFRS 16 ambition of NOK 1.1 billion, with improvements expected to unfold gradually over time, reflecting a steady progression toward the target

Key Financial Figures and Alternative Performance Measures (APM)1

Q 2 Q2 YTD YTD
2025 2024 2025 2024
Amounts in NOK million (unless otherwise stated)
Membership revenue 1 154 1 044 2 299 2 089
Other revenues 239 222 490 471
Total revenues 1 393 1 266 2 788 2 560
EBITDA 580 521 1 073 997
Margin (%) 42 % 41 % 38 % 39 %
Operating profit 274 216 466 388
Profit for the period 162 103 255 179
Earnings per share (NOK) 0.80 0.50 1.26 0.88
Total overhead costs -150 -131 -315 -283
EBITDA before impact of IFRS 16 269 219 455 394
Margin (%) 19 % 17 % 16 % 15 %
EBIT before impact of IFRS 16 215 159 348 273
Margin (%) 15 % 13 % 12 % 11 %
Maintenance Capex 71 32 127 60
Total Capex 72 34 133 68
Net debt 1 053 1 179 1 053 1 179
Operating cash flow 129 154 247 308
Free cash flow 38 132 138 259
Leverage 1.3 1.7 1.3 1.7
Clubs 273 274 273 274
Members ('000) 739 719 739 719
ARPM (NOK/month) 621 580 631 588

1) As defined in Appendix under Alternative Performance Measures

ANALYSIS OF THE Q2 2025 FINANCIAL STATEMENTS

All financial statements show the period 1 April 2025 to 30 June 2025, compared to the accounts for the period 1 April 2024 to 30 June 2024.

Statement of comprehensive income Total revenues increased by 10% to NOK

1 393 million in Q2 2025, compared to NOK 1 266 million in Q2 2024, driven by both higher membership revenues and other revenues. Membership revenues increased in all countries in Q2 2025 compared to Q2 2024. The outgoing member base increased by 3% compared to Q2 2024, with one less club in the portfolio by the end of this quarter than last year. ARPM increased by 7%, as a result of improved product mix and price adjustments.

Total operating expenses increased by 7% to NOK 1 120 million in Q2 2025, while operating expenses excluding depreciation and amortization increased by 9% to NOK 814 million. The increase in operating expenses from last year is mainly due to higher personnel expenses related to investments in product offering and the higher price levels in general.

The operating profit increased by 27% from NOK 216 million in Q2 2024 to NOK 274 million in Q2 this year.

Net financial items in Q2 2025 was negative NOK 68 million, compared to negative NOK 82 million in Q2 2024. Income tax expense in Q2 2025 amounted to NOK 44 million.

Profit before tax was NOK 206 million in Q2 2025, compared to NOK 134 million in Q2 2024. Profit for the period was NOK 162 million in Q2 2025, compared to NOK 103 million in Q2 2024. The total comprehensive income was NOK 153 million, compared to NOK 110 million in Q2 2024.

Statement of financial position

Consolidated assets increased by NOK 596 million to NOK 9 450 million in Q2 2025 compared to Q2 2024. Right-of-use assets and intangible assets were the most significant components of consolidated assets, amounting to NOK 4 765 million and NOK 2 665 million, respectively, on June 30, 2025. Non-current assets increased by NOK 406 million, while current assets increased by NOK 190 million. The increase in non-current assets was mainly driven by an increase in rights-of-use assets and property, plant and equipment. The increase in current assets was primarily driven by prepaid expenses and accrued income.

Total liabilities increased from NOK 7 643 million as of June 30, 2024, to NOK 7 949 million as of June 30, 2025, primarily due to increases in lease and contract liabilities.

As of June 30, 2025, consolidated equity amounted to NOK 1 501 million, representing an equity ratio of 15.9%, compared to NOK 1 211 million and 13.7% of June 30, 2024.

Statement of cash flows

In Q2 2025, consolidated cash and cash equivalents increased by NOK 24 million, compared to an increase of NOK 33 million in Q2 2024.

The Group had cash and cash equivalents of NOK 405 million as of June 30, 2025. In addition, the Group had NOK 911 million available in undrawn amount on the revolving credit facility.

Net cash flow from the Group's operations was NOK 430 million in Q2 2025, compared to NOK 482 million in Q2 2024. The decreased cash flow from operations of NOK 52 million was mainly due to taxes paid in the period and changes in the net working capital compared to Q2 2024. The net working capital has high seasonal fluctuations, typically being lower in Nov-May and higher in Jun-Oct. In the quarter, the net working capital effect was negative by NOK 69 million (compared to negative NOK 33 million in Q2 2024). Please note that a timing of quarterly rent payments provided a NOK 85 million working capital benefit in Q2 2024, reversed in Q3 2024.

Net cash outflow from investing activities amounted to NOK 86 million in Q2 2025, compared to an outflow of NOK 32 million in Q2 2024, mainly due to significant increase in club maintenance and upgrades.

Net cash outflow from financing was NOK 321 million in Q2 2025, compared to a cash outflow of NOK 417 million in Q2 2024. In Q2 2024, the company repaid NOK 102 million to the credit facility.

Segment development

The following sections of this report review each operating segment. Unless otherwise stated, comments regarding development reflect a comparison between Q2 2025 and Q2 2024.

Norway is the largest operating segment in the Group, with 45% of the consolidated total revenues in Q2 2025. SATS Norway had 339 000 members at the end of the quarter. SATS is a well -known brand in Norway and the largest operator of fitness clubs.

By the end of Q2 2025, the Norwegian portfolio included 119 clubs, of which 78 SATS and 41 Fresh Fitness.

The member base is up 5% year -over year. This growth was driven partly by the addition of two new clubs, but primarily by an increase in members per club.

Average revenue per member (ARPM) reached NOK 609, up 4% from the same period last year, supported by a more favorable membership mix and well executed price adjustments for both new and existing members. Combined with continued volume growth, this lifted total revenues by 9% to NOK 626 million.

Country EBITDA rose 20% to NOK 222 million, delivering a margin of 35%, up three percentage points from Q2 2024.

Key Financial Figures and Alternative Performance Measures (APM)
Q 2 Q 2 YTD YTD
2025 2024 2025 2024
Amounts in NOK million (unless otherwise stated)
Membership revenue 524 473 1 046 944
Other revenues 102 100 213 203
Total revenues 626 573 1 259 1 148
EBITDA 297 264 549 490
Margin (%) 47% 46% 44% 43%
Operating profit 189 157 334 276
Profit/loss for the period 131 108 228 184
Country EBITDA before impact of IFRS 16 222 185 402 341
Margin (%) 35% 32% 32% 30%
EBITDA before impact of IFRS 16 177 146 310 256
Margin (%) 28% 26% 25% 22%
Clubs 119 117 119 117
Members ('000) 339 324 339 324
ARPM (NOK/month) 609 583 625 589

1

1) Country EBITDA before impact of IFRS 16

Sweden is the Group's second-largest segment, accounting for 35% of consolidated revenues in Q2 2025. At quarter-end, SATS Sweden had 250,000 members, maintaining its strong and established market position.

The portfolio comprised 95 clubs, unchanged from Q1, with the majority located in the Stockholm region.

Total revenues rose 13% year-over-year to NOK 484 million, driven mainly by a 10% increase in ARPM to NOK 641.

The member base grew 2% from Q2 2024, despite operating one fewer club.

Country EBITDA increased by 22% to NOK 99 million, delivering a margin of 20%, up one percentage point compared to the same quarter last year.

Key Financial Figures and Alternative Performance Measures (APM)
Q 2 Q 2 YTD YTD
2025 2024 2025 2024
Amounts in NOK million (unless otherwise stated)
Membership revenue 390 346 768 695
Other revenues 93 80 186 165
Total revenues 484 427 953 860
EBITDA 184 162 339 310
Margin (%) 38% 38% 36% 36%
Operating profit 68 51 111 90
Profit/loss for the period 34 20 51 34
Country EBITDA before impact of IFRS 16 99 81 173 153
Margin (%) 20% 19% 18% 18%
EBITDA before impact of IFRS 16 62 48 98 82
Margin (%) 13% 11% 10% 9%
Clubs 95 96 95 96
Members ('000) 250 244 250 244
ARPM (NOK/month) 641 578 638 581

Revenues NOK million

NOK million / margin 13% 22%

Country EBITDA1

1) Country EBITDA before impact of IFRS 16

In Finland, operations are run under the ELIXIA brand, representing 9% of the Group's consolidated revenues in Q2 2025. At quarter-end, ELIXIA Finland counted 69,000 members, securing its position as the market leader in a highly fragmented fitness market.

The member base declined 2% yearover-year, in line with a 3% reduction in the number of clubs.

ARPM increased 5% to NOK 611, driven by targeted product improvements and pricing initiatives. This supported a 3% increase in total revenues to NOK 128 million.

Country EBITDA increased by 31% to NOK 19 million, lifting the quarterly margin to 15%, an improvement of 3 percentage points compared to Q2 2024.

Key Financial Figures and Alternative Performance Measures (APM)
Q 2 Q 2 YTD YTD
2025 2024 2025 2024
Amounts in NOK million (unless otherwise stated)
Membership revenue 108 106 217 211
Other revenues 21 19 44 40
Total revenues 128 125 261 251
EBITDA 47 45 85 83
Margin (%) 37% 36% 33% 33%
Operating profit 16 11 22 15
Profit/loss for the period 9 5 10 2
Country EBITDA before impact of IFRS 16 19 15 31 24
Margin (%) 15% 12% 12% 10%
EBITDA before impact of IFRS 16 14 10 19 13
Margin (%) 11% 8% 7% 5%
Clubs 31 32 31 32
Members ('000) 69 70 69 70
ARPM (NOK/month) 611 584 624 591

Country EBITDA1

1) Country EBITDA before impact of IFRS 16

Revenues

In Q2 2025, the Danish operations accounted for 11% of the Group's consolidated revenues. With 82,000 members at quarter-end, SATS Denmark is among the largest fitness operators in Greater Copenhagen and holds the number two position in the national fitness club market.

The portfolio consists of 28 clubs in the Copenhagen area. The member base remained essentially stable year-overyear, up 0.2%, despite a 3% reduction in the number of clubs.

ARPM increased 8% to NOK 618, reflecting successful price adjustments and ongoing enhancements to the product offering. This combination of stable membership and higher yield drove a 10% rise in total revenues to NOK 155 million.

Country EBITDA increased by 39% to NOK 14 million, delivering a quarterly margin of 9%, an improvement of 2 percentage points compared to Q2 2024.

Key Financial Figures and Alternative Performance Measures (APM)

Q2 Q2 YTD YTD
2025 2024 2025 2024
Amounts in NOK million (unless otherwise stated)
Membership revenue 133 119 268 239
Other revenues 23 23 46 62
Total revenues 155 142 314 301
EBITDA 43 40 83 92
Margin (%) 28 % 28 % 26 % 31 %
Operating profit 3 1 5 14
Profit/loss for the period -13 -17 -28 -22
Country EBITDA before impact of IFRS 16 14 10 27 34
Margin (%) 9 % 7 % 9 % 11 %
EBITDA before impact of IFRS 16 7 4 12 20
Margin (%) 5 % 3 % 4 % 7 %
Clubs 28 29 28 29
Members ('000) 82 81 82 81
ARPM (NOK/month) 618 570 641 605

NOK million 10% 39% 10 14 7 % 9 % 142 155

Country EBITDA1 NOK million / margin

28

1) Country EBITDA before impact of IFRS 16

Revenues

BUSINESS AND INDUSTRY OUTLOOK

The growing societal focus on health and well -being, reinforced by global trends such as government health initiatives and digitalization, is driving greater awareness and participation in fitness. As a result, the health and wellness sector continues to expand.

SATS has enhanced its member offering, enabling both volume growth and ARPM improvement, supporting revenue expansion going forward. Significant untapped potential remains within the existing club portfolio, supported by better space utilization, equipment optimization, and improved operational efficiency. These factors are expected to be key drivers of financial performance, amplified by operating leverage and a high drop -through to EBIT.

This financial momentum will further strengthen the balance sheet, positioning SATS to pursue its ambitions for balanced and sustainable expansion.

SHAREHOLDER INFORMATION

SATS ASA's share capital was NOK 435 million as at June 30, 2025, divided into 204 694 588 ordinary shares, each with a par value of NOK 2.125. All the shares have been fully paid and have equal rights. SATS owned 2 378 590 treasury shares as at the balance sheet date. The number of shareholders as at June 30, 2025, was 7 418.

FINANCIAL POLICY AND DIVIDEND

SATS has a conservative approach to leverage, targeting 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.

SATS prioritize maintaining a robust balance sheet and strong liquidity position to ensure financial stability and flexibility.

Excess capital will be returned to shareholders, while considering long term financial robustness, growth opportunities and strategic initiatives, aiming to distribute at least 50 percent of annual net profit as a combination of share buybacks and semi -annual dividends.

RISK AND UNCERTAINTY FACTORS

SATS operates in a broad range of geographical markets in the highly competitive health and fitness industry. In achieving its long -term strategic objectives, SATS is inherently involved in taking risks. Please see the Group's 2024 Annual Report (Board of Directors' Report and Note 22), for a detailed description of the Group's risk factors and risk management policies and procedures.

EVENTS AFTER THE BALANCE SHEET DATE

On August 15, 2025, a capital reduction of NOK 2,125,000 by redemption of 1,000,000 shares was registered effective with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret). Following completion of the capital reduction the share capital of the company is NOK 432,850,999.50, divided into 203,694,588 shares, each with a nominal value of NOK 2.125.

On August 21, 2025, the Board of Directors resolved to distribute a cash dividend of NOK 0.63 per share, pursuant to the authorization granted by the Annual General Meeting held on April 28, 2025. The dividend will be paid on September 4, 2025, to shareholders of record as of September 2, 2025. This decision was made after the reporting period and is therefore not reflected as a liability in the financial statements as of June 30, 2025.

There have been no other material events subsequent to the reporting period that might significantly affect the consolidated interim financial statements for the second quarter of 2025.

DISCLAIMER

This report includes forward -looking statements 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.

Oslo, August 21, 2025

The Board of Directors

Notes Q2 2025 Q2 2024 YTD 2025 YTD 2024 2024
(Amounts in NOK million)
Revenue 2 1 393 1 266 2 788 2 560 5 064
Operating expenses
Cost of goods sold -36 -30 -74 -70 -143
Personnel expenses -491 -446 -1 029 -932 -1 861
Other operating expenses -287 -269 -613 -561 -1 119
Depreciation and amortization 6, 7, 8 -306 -305 -606 -608 -1 198
Total operating expenses -1 120 -1 050 -2 322 -2 172 -4 320
Operating profit 274 216 466 388 744
Interest income 7 10 16 20 39
Finance income 16 1 27 12 115
Interest expense -79 -82 -157 -170 -334
Finance expense -12 -11 -22 -17 -131
Net financial items -68 -82 -137 -154 -310
Profit before tax 206 134 329 234 434
Income tax expense 3 -44 -32 -74 -55 -108
Profit for the period 162 103 255 179 326
Profit for the year is attributable to:
Equity holders of the Group 162 103 255 179 326
Total allocation 162 103 255 179 326
Earnings per share in NOK
Basic earnings per share attributable to equity holders of the company 4 0.80 0.50 1.26 0.88 1.59
Diluted earnings per share attributable to equity holders of the company 4 0.80 0.50 1.25 0.87 1.59
Q2 2025 Q2 2024 YTD 2025 YTD 2024 2024
(Amounts in NOK million)
Profit for the period 162 103 255 179 326
Other comprehensive income
Currency translation adjustment – may be reclassified to profit or loss - 9 8 -17 5 -10
Other comprehensive income, net of tax -9 8 -17 5 -10
Total comprehensive income for the period 153 110 238 185 315
Total comprehensive income is attributable to:
Equity holders of the Group 153 110 238 185 315
Total comprehensive income for the period 153 110 238 185 315
Notes June 30
2025
June 30
2024
December 31
2024
(Amounts in NOK million)
ASSETS
Non-current assets
6 2 665 2 635 2 661
Intangible assets 8 4 765 4 575 4 657
Right-of-use assets 7 835 649 792
Property, plant and equipment
Other non-current receivables
69 63 56
Derivative financial instruments 9 22 40 33
Deferred tax assets1) 3 136 125 134
Total non-current assets 8 493 8 087 8 333
Current assets
Inventories 59 53 54
Accounts receivables 135 117 159
Other current receivables 108 80 131
Prepaid expenses and accrued income 249 166 237
Derivative financial instruments 9 0 3 0
Cash and cash equivalents 405 347 371
Total current assets 957 767 952
Total assets 9 450 8 854 9 284
EQUITY
Share capital 435 435 435
Share premium 3 050 3 050 3 050
Treasury shares -106 -19 -19
Other reserves -19 6 - 7
Retained earnings -1 860 -2 261 -2 115
Total equity 1 501 1 211 1 345
LIABILITIES
Non-current liabilities
Deferred tax liability1) 3 117 78 52
Borrowings 5 1 458 1 526 1 440
Lease liability 5 4 191 4 013 4 090
Derivative financial instruments 9 5 0 4
Total non-current liabilities 5 771 5 616 5 586
Current liabilities
Borrowings 5 10 14 12
Lease liability 5 975 940 959
Derivative financial instruments 9 2 0 6
Contract liability 627 506 653
Trade and other payables 138 80 178
Current tax liabilities 0 0 74
Public fees and charges payable 118 111 112
Other current liabilities 308 375 360
Total current liabilities 2 178 2 026 2 353
Total liabilities 7 949 7 643 7 940
Total equity and liabilities 9 450 8 854 9 284

1) A reclassification between Deferred tax assets and Deferred tax liability of NOK 52 million and NOK 52 million is recognized as of June 30, 2024, and December 31, 2024, respectively.

Foreign Share Total
exchange based attributable to
Share Share Treasury translation payments Retained owners of the Total
Notes capital premium shares reserve reserve earnings Group equity
(Amounts in NOK million)
Equity January 1, 2024 435 3 050 -24 -3 2 -2 441 1 020 1 020
Profit for the period 179 179 179
OCI for the period 5 5 5
Total comprehensive income for the period 0 0 0 5 0 179 185 185
Investment program 2 2 2
Proceeds from sale of own shares 5 5 5
Equity June 30, 2024 435 3 050 -19 2 4 -2 261 1 211 1 211
Equity January 1, 2025 435 3 050 -19 -14 7 -2 115 1 345 1 345
Profit for the period 255 255 255
OCI for the period -17 -17 -17
Total comprehensive income for the period 0 0 0 -17 0 255 238 238
Investment program 1 5 0 6 6
Repurchase of shares -137 -137 -137
Proceeds from sale of own shares 49 49 49
Equity June 30, 2025 435 3 050 -106 -31 12 -1 860 1 501 1 501
Notes Q2 2025 Q2 2024 YTD 2025 YTD 2024 2024
(Amounts in NOK million)
Cash flow from operations
Profit before tax 206 134 329 234 434
Adjustment for:
Taxes paid in the period -79 - 6 -84 -13 -24
Gain/loss from disposal or sale of equipment - 1 0 - 1 0 - 1
Depreciation, amortization and impairment
6, 7, 8
306 305 606 608 1 198
Net financial items 68 82 137 154 310
Change in inventory - 5 2 - 5 1 1
Change in accounts receivables 7 17 24 20 -23
Change in trade payables 18 -45 -40 -49 49
Change in other receivables and accruals -89 - 8 -60 3 9
Net cash flow from operations 430 482 906 957 1 953
Cash flow from investing
Purchase of property, plant and equipment and intangible assets
6, 7
-72 -34 -133 -67 -287
Loan to related parties
10
-15 0 -15 0 0
Proceeds from property, plant and equipment 1 0 1 1 2
Proceeds from loan to related parties
10
1 2 3 2 3
Net cash flow from investing -86 -32 -143 -65 -282
Cash flow from financing
Repayments of borrowings
5
0 -102 0 -202 -435
Proceeds from borrowings
5
0 0 0 0 113
Installments on lease liabilities
5
-248 -241 -495 -481 -962
Interest paid1)
5, 9
-11 -16 -23 -36 -64
Interest received1) 3 4 6 7 14
Interests on lease liabilities
5
-63 -61 -125 -122 -246
Purchase of own shares
1, 4
-37 0 -137 0 0
Proceeds from sale of own shares
4
36 1 49 5 5
Other financial items1) - 2 - 1 1 1 - 5
Net cash flow from financing -321 -417 -725 -829 -1 580
Net increase in cash and cash equivalents 24 33 37 63 91
Effect of foreign exchange rate changes on cash and cash equivalents - 2 5 - 3 2 - 2
Cash and cash equivalents at the beginning of the period 383 310 371 282 282
Cash and cash equivalents at the end of period 405 347 405 347 371

1) Reclassifications between Interest paid, Interest received and Other financial items are recognized in Q2 2024, YTD 2024 and 2024.

NOTES PAGE
------- ------ -- --
Note 1 General information and basis for preparation 17
Note 2 Segment information 18
Note 3 Profit and loss information 20
Note 4 Earnings per share 20
Note 5 Interest-bearing liabilities 21
Note 6 Intangible assets 22
Note 7 Property, plant and equipment 23
Note 8 Right of use ("RoU") assets 24
Note 9 Financial instruments 25
Note 10 Related parties 26
Note 11 Events after the balance sheet date 26
Note 12 New IFRS standards 27
Note 13 Critical estimates and judgements 27

NOTE 1 General information and basis for preparation

General information

SATS ("the Group") consists of SATS ASA ("the Company") and its subsidiaries. The accompanying consolidated interim financial statements include the financial statements of SATS ASA and its subsidiaries. The consolidated financial statements of the Group for the year ended December 31, 2024, are available on our website.

Basis for preparation

These consolidated interim financial statements have been prepared in accordance with International Accounting Standard (IAS) 34 Interim Financial Reporting as adopted by the European Union (the "EU") and additional requirements in the Norwegian Securities Trading Act. This interim financial report does not include all information and disclosures required by International Financial Accounting Standards ("IFRS") for a complete set of annual financial statements. Accordingly, this report should be read in conjunction with the annual report for the year ended December 31, 2024.

These consolidated interim financial statements are unaudited.

The accounting policies applied by the Group in these consolidated interim financial statements are the same as those applied by the Group in its consolidated financial statements for the year ended December 31, 2024. Because of rounding differences, numbers or percentages may not add up to the sum totals. 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 can affect those returns through its power to direct the activities of the entity. Subsidiaries are fully consolidated from the date control is transferred to the Group. They are deconsolidated from the date that control ceases. The acquisition method of accounting is used to account for business combinations by the Group.

Significant changes in the current reporting period

Repurchase program

On May 8, 2025, SATS announced a share repurchase program with a total consideration of up to NOK 100 million and a maximum of 2 500 000 shares. Under this program, the Company repurchased 1 058 811 own shares during the second quarter, representing 0.52 percent of the total number of shares in the Company, for a total consideration of NOK 37 million. 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.

The financial position and the performance of the Group was not, other than mentioned above, mainly affected by any events or transactions during the six first months of 2025.

NOTE 2 Segment information

General

The Group's business is primarily the sale of fitness club memberships, personal trainer sessions and retail sales through the fitness clubs' stores and the Group's website. The Group's sales are made primarily from fitness clubs in Norway, Sweden, Finland and Denmark.

The Group's chief operating decision-maker is the Nordic Management Group, consisting of the CEO, country managers and the heads of Group functions. 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 HQ functions and other unallocated items (mainly financing and derivatives).

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.

None of the Group's customers amounts to 10 percent or more of total revenue.

Operating segment information

The segment information provided to the Nordic Management Group for the reportable segments for Q2 2025, Q2 2024, YTD 2025, YTD 2024 and the year ended December 31, 2024 is as follows:

Group
functions and
SATS Group Norway Sweden Finland Denmark other Total
(Amounts in NOK million)
Q2 2025
Revenue
Membership revenue 524 390 108 133 0 1 154
Other revenue 102 93 21 23 0 239
Total revenue 626 484 128 155 0 1 393
EBITDA1) and EBITDA before impact of IFRS 161) reconcile to profit/loss for the period as follows:
EBITDA before impact of IFRS 161) 177 62 14 7 9 269
Impact of IFRS 16 120 122 33 35 0 310
EBITDA1) 297 184 47 43 9 580
Depreciation and amortization -108 -116 -31 -40 -12 -306
Operating profit/loss 189 68 16 3 -3 274
Net financial items2) -22 -26 - 6 -16 3 -68
Income tax expense -36 - 9 0 0 0 -44
Profit/loss for the period 131 34 9 -13 0 162
Q2 2024
Revenue
Membership revenue 473 346 106 119 0 1 044
Other revenue 100 80 19 23 0 222
Total revenue 573 427 125 142 0 1 266
EBITDA1) and EBITDA before impact of IFRS 161) reconcile to profit/loss for the period as follows:
EBITDA before impact of IFRS 161) 146 48 10 4 11 219
Impact of IFRS 16 118 113 35 36 0 302
EBITDA1) 264 162 45 40 11 521
Depreciation and amortization -107 -111 -34 -39 -14 -305
Operating profit/loss 157 51 11 1 -3 216
Net financial items2) -19 -25 - 6 -18 -13 -82
Income tax expense -30 - 5 0 0 3 -32
Profit/loss for the period 108 20 5 -17 -13 103

1) For additional information about definitions, please see the appendix 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.

Group
functions and
SATS Group Norway Sweden Finland Denmark other Total
(Amounts in NOK million)
YTD 2025
Revenue
Membership revenue 1 046 768 217 268 0 2 299
Other revenue 213 186 44 46 1 490
Total revenue 1 259 953 261 314 1 2 788
EBITDA1) and EBITDA before impact of IFRS 161) reconcile to profit/loss for the period as follows:
EBITDA before impact of IFRS 161) 310 98 19 12 16 455
Impact of IFRS 16 239 242 66 70 0 617
EBITDA1) 549 339 85 83 16 1 073
Depreciation and amortization -215 -229 -63 -77 -23 -606
Operating profit/loss 334 111 22 5 -6 466
Net financial items2) -44 -46 -12 -34 - 1 -137
Income tax expense -62 -13 0 0 2 -74
Profit/loss for the period 228 51 10 -28 -6 255
YTD 2024
Revenue
Membership revenue 944 695 211 239 0 2 089
Other revenue 203 165 40 62 0 471
Total revenue 1 148 860 251 301 0 2 560
EBITDA1) and EBITDA before impact of IFRS 161) reconcile to profit/loss for the period as follows:
EBITDA before impact of IFRS 161) 256 82 13 20 23 394
Impact of IFRS 16 233 228 70 72 0 603
EBITDA1) 490 310 83 92 23 997
Depreciation and amortization -214
276
-220
90
-68
15
-78
14
-29
-6
-608
388
Operating profit/loss
Net financial items2)
-41
-51
-48
- 8
-13
0
-37
0
-16
5
-154
-55
Income tax expense
Profit/loss for the period
184 34 2 -22 -18 179
2024
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 for the period 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 -79 -18 0 1 -12 -108

1) For additional information about definitions, please see the appendix 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.

Profit/loss for the year 376 58 3 -51 -60 326

NOTE 3 Profit and loss information

Income tax expense

Standardized tax rates are used for tax reporting purposes for Norway and Sweden for Q2 2025, whereas there are not recognized any deferred tax assets in Finland and Denmark due to uncertainty that future taxable profits will be available against the unused tax losses within a reasonable time frame. The actual tax expense is used as basis for the 2024 full-year income tax recognition.

Definitions

In the interim financial statements, Q2 is the reporting period from April 1 to June 30.

NOTE 4 Earnings per share

Earnings per share are calculated by dividing profit attributable to holders of shares in the parent company by a weighted average number of shares outstanding. Earnings per share after dilution is calculated by dividing profit/loss attributable to holders of shares in the parent company by the average number of shares outstanding, adjusted for the dilution effect of shares from share investment programs delivering matching shares. Dilutive shares are disregarded in the calculation of diluted EPS when a loss is reported.

In January 2025, seven participants in the 2021 share investment program were awarded a total of 55 695 matching shares. The value of the matching shares was NOK 20.88 each, based on the company's closing share price on November 22, 2024, adjusted with a 13 percent discount to reflect the one-year lock-up obligation.

On February 11, 2025, SATS announced a share repurchase program under which the company repurchased 3 222 237 own shares in Q1 2025. On May 8, 2025, a new repurchase program was announced, and under this program the company repurchased an additional 1 058 811 shares in Q2 2025.

During the first half of 2025, SATS transferred a total of 2 088 999 shares to employees and board members as part of the company's new share investment program. The remaining 642 shares will be transferred in Q3 2025. The offer price was 23.34, based on the volume-weighted average trading price for the Company's shares during the ten trading days' period up to, and including February 13, 2025, adjusted with a 20 percent discount. The program is part of a broader initiative to strengthen long-term alignment between employees, board members and shareholders.

The share investment programs for employees in the SATS ASA Group imply that the company, on the balance sheet date of June 30, 2025, will deliver 126 287 matching shares to employees in 2025, 716 783 shares in 2026, 124 072 shares in 2027 and 575 222 shares in 2028. Allocation of matching shares is further contingent upon the company's performance over time.

As at the balance sheet date of June 30, 2025, the number of shares issued was 204 694 588 and the company held 2 378 590 treasury shares.

Basic earnings per share attributable to equity holders of the company

(NOK per share) Q2 2025 Q2 2024 YTD 2025 YTD 2024 2024
Basic earnings 0.80 0.50 1.26 0.88 1.59
Total basic earnings per share 0.80 0.50 1.26 0.88 1.59
Weighted average number of outstanding shares 202 310 166 204 416 728 202 938 927 204 391 724 204 426 382
Diluted earnings per share attributable to equity holders of the company
(NOK per share) Q2 2025 Q2 2024 YTD 2025 YTD 2024 2024
Diluted earnings 0.80 0.50 1.25 0.87 1.59
Total diluted earnings per share 0.80 0.50 1.25 0.87 1.59
Weighted average number of outstanding shares 203 332 988 205 548 941 203 890 736 205 523 937 205 458 913

Reconciliation of earnings used in calculating earnings per share

(Amounts in NOK million) Q2 2025 Q2 2024 YTD 2025 YTD 2024 2024
Basic earnings per share
Profit attributable to equity holders of the Group 162 103 255 179 326
Profit used in calculating basic earnings per share 162 103 255 179 326
Diluted earnings per share
Profit used in calculating diluted earnings per share 162 103 255 179 326
Profit used in calculating diluted earnings per share 162 103 255 179 326

NOTE 5 Interest-bearing liabilities

June 30 June 30 December 31
Overview of interest-bearing liabilities 2025 2024 2024
(Amounts in NOK million)
Current
Accrued interest cost 10 14 12
Lease liabilities 975 940 959
Total current interest-bearing liabilities 984 954 971
Non-current
Bank borrowings 1 458 1 526 1 440
Lease liabilities 4 191 4 013 4 090
Total non-current interest-bearing liabilities 5 649 5 538 5 530
Total interest-bearing liabilities 6 633 6 492 6 501
Total bank borrowings 1 458 1 526 1 440
Cash and cash equivalents 405 347 371
Net debt1) 1 053 1 179 1 069

1) For additional information regarding Net debt, please see the appendix Alternative Performance Measures.

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. At the end of the second quarter, the remaining undrawn credit amounted to NOK 911 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.

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 55 million before any gains or losses from the swap, please see note 9 for details.

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.

Payment profile

The following table shows the undiscounted payment profile of the Group's interest-bearing liabilities, based on the remaining period as of June 30, 2025:

Bank borrowings Total Lease liabilities Total
(Amounts in NOK million) (Amounts in NOK million)
Less than 1 year 55 Less than 1 year 1 204
1–2 years 55 1–2 years 1 104
2–3 years 55 2–3 years 967
3–5 years 1 474 3–5 years 1 470
More than 5 years 0 More than 5 years 1 261
Total payments 1 640 Total payments 6 007

NOTE 6 Intangible assets

Goodwill Norway Sweden Finland Denmark Total goodwill
(Amounts in NOK million)
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
Period ended June 30, 2025
Opening net book amount 1 669 227 674 0 2 570
Net effect of changes in foreign exchange 0 7 2 0 9
Closing Net book value 1 669 234 676 0 2 579
At June 30, 2025
Cost 1 868 234 686 0 2 788
Accumulated impairment -199 0 -10 0 -209
Net book value 1 669 234 676 0 2 579
Useful life Indefinite Indefinite Indefinite Indefinite
Amortization method Not amortized Not amortized Not amortized Not amortized
Internally Total other
developed intangible
Other intangible assets Trademark software1) Customer list assets
(Amounts in NOK million)
At December 31, 2024
Cost 267 590 74 931
Accumulated amortization and impairment -266 -507 -67 -840
Net book value 1 83 7 91
Period ended June 30, 2025
Opening net book amount 1 83 7 91
Effect of changes in foreign exchange cost 0 19 1 19
Effect of changes in foreign exchange accumulated amortization 0 -16 - 1 -17
Additions 0 21 0 21
Amortization charge 0 -24 - 4 -28
Closing Net book value 1 82 3 86
At June 30, 2025
Cost 267 630 74 971
Accumulated amortization and impairment -266 -548 -71 -885
Net book value 1 82 3 86
Useful life 10 years 3 years 3 – 7 years
Amortization method Straight-line Straight-line Straight-line

1) Software consists of capitalized development expenditure and is an internally generated intangible asset.

NOTE 7 Property, plant and equipment

Capitalized leasehold Fitness Other fixtures and Total tangible
Property, plant and equipment improvements equipment equipment fixed assets
(Amounts in NOK million)
At December 31, 2024
Cost 1 331 1 085 470 2 886
Accumulated depreciation -885 -796 -414 -2 094
Net book value 447 289 56 792
Period ended June 30, 2025
Opening net book amount 447 289 56 792
Additions 52 52 8 112
Effect of changes in foreign exchange cost 15 11 4 30
Depreciation charge -45 -22 -12 -79
Effect of changes in foreign exchange accumulated depreciation - 9 - 8 - 3 -20
Disposals costs -56 -30 -27 -112
Disposals costs accumulated depreciations 56 30 27 112
Closing Net book value 460 323 52 834
At June 30, 2025
Cost 1 343 1 118 455 2 916
Accumulated depreciation -883 -796 -402 -2 081
Net book value 460 323 52 835
Useful life 10 years 7 – 12 years 3 – 7 years
Depreciation method Straight-line Straight-line Straight-line

NOTE 8 Right of use ("RoU") assets

RoU assets Premise rental Other leases Total RoU assets
(Amounts in NOK million)
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
Period ended December 31, 2024
At January 1, 2024 4 563 7 4 570
Effect of changes in foreign exchange cost 164 3 167
Additions/disposals 989 4 993
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
Period ended June 30, 2025
At January 1, 2025 4 650 8 4 657
Effect of changes in foreign exchange cost 126 1 127
Additions/disposals 543 1 545
Depreciation charge -497 - 2 -499
Effect of changes in foreign exchange accumulated depreciation -65 - 1 -65
Closing Net book value 4 758 7 4 765
At June 30, 2025
Cost 13 941 99 14 041
Accumulated depreciation -9 184 -93 -9 276
Net book value 4 758 7 4 765
Useful life 1 – 15 years 1 – 5 years
Depreciation method Straight-line Straight-line

NOTE 9 Financial instruments

Overview

Through its activities, the Group will be exposed to different 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. The interim financial statements do not include all financial risk information and should be read in conjunction with the annual report. There have not been any changes in the Group`s risk management policies since year-end. The Group does not apply hedge accounting.

Exchange rate – sensitivity analysis

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 currencies other than where the legal entity is located. The sensitivity analysis below illustrates the impact of EUR, SEK, and DKK strengthened by 10 percent against NOK. A 10 percent weaker NOK against SEK/EUR/DKK results in a positive effect of NOK 2 million on Profit/loss before tax when reconsolidating the last twelve months. Reconsolidating borrowings, intercompany loans, and bank accounts in foreign currency as of June 30, 2025 with a weaker NOK results in a positive effect of NOK 60 million.

Borrowings,
intercompany loans
Profit/loss in foreign and bank accounts in
currency foreign currency Total
(Amounts in NOK million)
SEK/NOK exchange rate – increase 10%1) 7 48 54
EUR/NOK exchange rate – increase 10%1) 1 - 5 - 4
DKK/NOK exchange rate – increase 10%1) - 6 17 11
Effect on profit/loss before tax 2 60 62

1 ) Holding all other variables constant.

Financial instruments by category

Derivatives are only used for economic hedging purposes to reduce cash flow risk and not as speculative investments.

Derivatives are classified as held for trading and initially recognized at fair value on the date a derivative contract is entered into. They 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 noncurrent 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. Otherwise they are classified as current asset or liability.

There have been no transfers between levels of the fair value hierarchy used in measuring the fair value of financial instruments from the last balance sheet date.

June 30
2025
June 30 December 31
2024 2024
Assets Fair value Assets Fair value Assets Fair value
Financial instruments – measured at through profit measured at through profit measured at through profit
Assets amortized cost and loss amortized cost and loss amortized cost and loss
(Amounts in NOK million)
Other non-current receivables 69 0 63 0 56 0
Accounts receivables 135 0 117 0 159 0
Other current receivables 108 0 80 0 131 0
Derivatives 0 22 0 43 0 33
Cash and cash equivalents 405 0 347 0 371 0
Total financial assets 718 22 607 43 718 33
June 30 June 30 December 31
2025 2024 2024
Financial instruments – Liabilities
measured at
Fair value
through profit
Liabilities
measured at
Fair value
through profit
Liabilities
measured at
Fair value
through profit
Liabilities amortized cost and loss amortized cost and loss amortized cost and loss
(Amounts in NOK million)
Borrowings 1 468 0 1 540 0 1 451 0
Lease liabilities 5 166 0 4 952 0 5 050 0
Trade and other payables 138 0 80 0 178 0
Derivatives 0 7 0 0 0 10
Other current liabilities 308 0 375 0 360 0
Total financial liabilities 7 079 7 6 948 0 7 039 10

Financial derivative instruments

The Group has the following derivative financial instruments: June 30 June 30 December 31
2025 2024 2024
(Amounts in NOK million)
Non-current assets
Interest rate swap contracts 22 40 33
Total non-current derivative financial instrument assets 22 40 33
Current assets
Interest rate swap contracts 0 3 0
Total current derivative financial instrument assets 0 3 0
Non-current liabilities
Commodity contracts 5 0 4
Total non-current derivative financial instrument liabilities 5 0 4
Current liabilities
Commodity contracts 2 0 6
Total current derivative financial instrument liabilities 2 0 6
Notional in Unrealized
Overview of interest rate swaps per June 30, 2025 currency million Maturity Fixed rate gain
IRS NOK 694 28.10.2026 1,751 22
Fair value of the Group's interest rate swaps in NOK million 22
Underlying quantity in Unrealized
Overview of commodity contracts per June 30, 2025 thousand MWH Maturity Fixed price loss
Commodity contracts NOK 0.7 – 2.2 31.12.2027 581 – 700 - 5
Commodity contracts SEK 1.3 – 1.5 31.12.2027 435 – 539 - 2
Fair value of the Group's commodity contracts in NOK million -7

Changes in fair value are presented within finance income and finance expense in the income statement. Net paid interest on derivatives is included in the line item "Interest paid", while commodity derivatives are included in "Other financial items" in the statement of cash flows.

NOTE 10 Related parties

As of June 30, 2025, total loans issued by SATS ASA to key employees participating in a partly debt-financed share investment program were NOK 27 million. The terms are regulated according to the arm's length principle.

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.

NOTE 11 Events after the balance sheet date

On August 15, 2025, a capital reduction of NOK 2,125,000 by redemption of 1,000,000 shares was registered effective with the Norwegian Register of Business Enterprises (Nw. Foretaksregisteret). Following completion of the capital reduction the share capital of the company is NOK 432,850,999.50, divided into 203,694,588 shares, each with a nominal value of NOK 2.125.

On August 21, 2025, the Board of Directors resolved to distribute a cash dividend of NOK 0.63 per share, pursuant to the authorization granted by the Annual General Meeting held on April 28, 2025. The dividend will be paid on September 4, 2025, to shareholders of record as of September 2, 2025. This decision was made after the reporting period and is therefore not reflected as a liability in the financial statements as of June 30, 2025.

There have been no other material events subsequent to the reporting period that might significantly affect the consolidated interim financial statements for the second quarter of 2025.

NOTE 12 New IFRS standards

New standards adopted by the Group

No standards or amendments have been adopted by SATS Group for the first time for the financial year beginning on January 1, 2025.

NOTE 13 Critical estimates and judgements

Critical estimates

Preparing financial statements requires using accounting estimates which, by definition, will seldom equal the actual results. Management also needs to exercise judgment in applying the Group's accounting policies.

This note provides an overview of the areas that involved a higher degree of judgment or complexity and of items more likely to be materially adjusted due to estimates and assumptions turning out to be wrong.

The areas involving significant estimates or judgments are a typical estimation of current tax payable and current tax expense, potential goodwill impairment, estimated useful life of intangible assets, recognition of deferred tax assets for carried forward tax losses, etc.

Estimates and judgments are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the entity and are believed to be reasonable under the circumstances.

Goodwill

Goodwill is recognized at NOK 2 579 million per the balance sheet date. 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 is carried at cost less accumulated impairment losses. The recoverable amount of the cash-generating units (CGUs) is determined based on value-in-use calculations, which require several assumptions. The calculations use cash flow projections based on financial budgets and prognoses approved by management covering five years for all segments. Cash flows beyond the five years are extrapolated using the estimated growth rates stated in Note 10 Intangible assets in the Annual Report for 2024. These growth rates are consistent with forecasts included in economic outlook reports specific to the area in which each CGU operates.

Sensitivity analyses show that no reasonable change in any fundamental assumptions would cause the recoverable amount to be lower than the carrying value.

Deferred tax assets

Deferred tax assets for Denmark and Finland are not recognized in Q2 2025 due to uncertainty that future taxable profits will be available against the unused tax losses within a reasonable time frame.

Lease

In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension or termination option related to premise lease contracts. This assessment is reviewed if a significant event or change in circumstances occurs, affecting this assessment. During the current financial period, there was no material financial effect of revising lease terms to reflect the impact of exercising extension or termination options.

Fair value estimates

The Group's policy is to recognize transfers into and transfers out of fair value hierarchy levels at the end of the reporting period. 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 is calculated as the present value of the estimated future cash flows based on observable yield curves; and
  • the fair value of the remaining financial instruments is determined using discounted cash flow analysis.

All of the resulting fair value estimates are included in level 2 except for certain derivative contracts where the fair values have been determined based on present values and the discount rates used were adjusted for counterparty or own credit risk.

We confirm that, to the best of our knowledge, the condensed consolidated interim financial statements for the first half of 2025, which have been prepared in accordance with IFRS as adopted by EU and IAS 34 Interim Financial Reporting, give an accurate and fair view of the Company's consolidated assets, liabilities, financial position and results of operations. To the best of our knowledge, the interim report for the first half of 2025 includes a fair review of important events that have occurred during the period and their impact on the condensed financial statements, the principal risks and uncertainties for the remaining half of 2025, and significant related party transactions.

Oslo, August 21, 2025

Chair of the Board Board member Board member

Board member Board member

Board member, Employee Representative

Board member, Employee Representative

CEO

ALTERNATIVE PERFORMANCE MEASURES

The Group reports its financial results in accordance with accounting principles IFRS as issued by the IASB and endorsed by the EU. However, management believes that specific 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 considered 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 assessment of financial covenants compliance.

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 an important supplemental measure to understand the overall picture of profit generation in the Group's operating activities. Please see the reconciliation to profit or loss before tax in the table below.

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. Please see the reconciliation to profit or loss before tax in the table below.

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, depreciations 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. Please see the reconciliation to profit or loss before tax in the table below.

EBIT before impact of IFRS 16 margin

EBIT before impact of IFRS 16 divided by total revenue.

Net debt

Current and non-current borrowings (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 as a helpful indicator of the Group's indebtedness, financial flexibility, and capital structure because it indicates the level of borrowings after taking into account 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 for financial covenants compliance. Please see note 5 Interest-bearing liabilities for reconciliation to Total interest-bearing liabilities.

Leverage ratio

Net debt divided by last twelve months EBITDA before impact of IFRS 16.

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 are a measure of business combinations (acquisitions), investments in greenfields, and digital expansion. The measure is defined as the sum of Acquisition of subsidiary from the Statement of cash flows in addition to investments in greenfields and digital expansion.

Operating cash flow

Operating cash flow is a measure of how much cash that is generated by the operations and is used to evaluate SATS's liquidity. The definition is EBITDA excluding IFRS 16 less maintenance CAPEX and working capital.

Cash conversion

Operating cash flow divided by EBITDA before impact of IFRS 16.

Term Definition
Average number of members per club Outgoing member base divided by outgoing number of clubs
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: Upgrades and maintenance capital expenditures Club upgrades and 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
EBIT before impact of IFRS 16 EBIT adjusted for the impact of implementation of the IFRS 16 lease standard
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
Group overhead Consists of group services such as commercial functions, IT, finance and
administration
Leverage ratio Net debt divided by last twelve months EBITDA before impact of IFRS 16
Member base Number of members, including frozen memberships, excluding free
memberships
Operating cash flow EBITDA before impact of IFRS 16 less upgrades and 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

Financial Calendar

12 FEB
2025 Q4 2024 Results
27 MAR 2025 Annual
Report
2025
28 APR 2025 Annual
General Meeting
2025
07 MAY Q1 2025 Results
and Capital Markets Day
2025
21 AUG
2025 Q2 2025 Results
28 OCT Q3 2025 Results
2025

Investor Relations Contacts

Cecilie Elde CFO +47 92 41 41 95 [email protected]

Stine Klund Investor Relations +47 98 69 92 59 [email protected]

SATS ASA

Nydalsveien 28 0484 Oslo

Telephone +47 23 30 70 00 www.satsgroup.com

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