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Europris Annual Report 2025

Mar 19, 2026

3599_10-k_2026-03-19_2cf31afe-2bd3-460c-9957-e03f1adeaf8e.pdf

Annual Report

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Annual report 2025

Europris ASA

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Content

Introduction

  • The group at a glance 4
  • Investment highlights 7
  • Key figures 9
  • Message from the CEO 10

Directors' report

  • Strategy and business model 11
  • Summary of 2025 12
  • Financial review 14
  • Outlook 17
  • The board 18
  • The management group 20
  • Corporate governance 21
  • Risk and risk management 29
  • Sustainability statement 32
  • Signatures of the board 132

Financial statements

  • Consolidated financial statements 134
  • Parent company financial statements 170
  • Declaration to the annual report 181
  • Definitions of Alternative Performance Measures 182
  • Independent auditor's report 184

Additional information

  • Shareholder information 189

4

The group at a glance

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5

Europris

MER TIL OVERS

ÖoB
GER DIG MER

  • Lekekassen
  • Strikkemekka
    DIN GARNBUTIKK PÅ NETTET

Stores 291

Stores 92

Number of stores comprise all group companies including franchises (Europris chain with 289, Lekekassen with 2 and ÖoB with 92).


6

History

1992
Founded by Wiggo Erichsen
2000
Store #100

2004
Acquired by IK Investment Partners
2006
Store #150

2012
Acquired by Nordic Capital
2013
JV with Tokmanni and opened sourcing office in China

2015
Listing on Oslo Stock Exchange
2017
Store #250

2021
Acquired 67% of Lekekassen
2021
1 million customer club members

2022
Acquired 67% of Strikkemekka
2023
Acquired remaining 33% of Lekekassen

2024
Acquired remaining 80% of ÖoB
2025
Approved science-based climate targets by SBTi


7

Investment highlights

  1. Clear market leader in a growing market segment
  2. Strong track record with over 30 years of consecutive growth
  3. Well managed with proven ability to adapt to changing market conditions
  4. Clear operational and financial strategy
  5. Committed to profitable growth and cash distribution

Celebrating ten years at Oslo Stock Exchange

Europris was listed on the Oslo Stock Exchange on 19 June 2015 and thus celebrated its ten-year anniversary in June 2025. The total shareholder return for the first ten years was 218 per cent assuming reinvestment of dividends, corresponding to an average annual return of 12.3 per cent. This compares with an average annual return of 10.0 per cent for Oslo Stock Exchange's OSEBX index in the same period.

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8

More than 30 years of consecutive sales growth

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Sales include the Europris chain (directly operated and franchise stores), Lunehjem (consolidated as of March 2021), the Lekekassen group (consolidated as of August 2021), the Strikkemekka group (consolidated as of July 2022) and OoB (Runsvengruppen; consolidated as of May 2024)

DPS and EPS

  • Ordinary dividend
  • Additional dividend following strong financial performance affected by Covid-19

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Earnings per share (EPS), NOK

6.72 6.34 5.64 5.15 4.93

Sales, gross margin and net profit margin

NOK billion, %

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Europris Acquisitions Gross margin (%) Net profit margin (%)


Key figures

Amounts in NOK million FY 2025 FY 2024
GROUP KEY INCOME STATEMENT FIGURES
Retail sales 14,097 12,002
Wholesale sales 643 630
Other 139 118
Total operating income 14,878 12,750
% growth in total operating income 16.7% 34.7%
Cost of goods sold 8,799 7,437
Gross profit 6,079 5,313
Gross margin 40.9% 41.7%
Opex 3,700 3,153
Opex-to-sales ratio 24.9% 24.7%
EBITDA 2,379 2,160
EBITDA margin 16.0% 16.9%
EBIT (Operating profit) 1,319 1,237
EBIT margin (Operating profit margin) 8.9% 9.7%
Net profit 809 838
Profit attributable to owners of the parent 807 837
Earnings per share (in NOK) 4.93 5.15
Dividend per share (in NOK) 3.75 3.50
GROUP KEY CASH FLOW AND BALANCE SHEET FIGURES
Net change in working capital (396) (211)
Capital expenditure 131 138
Financial debt 5,281 4,784
Cash 988 603
Net debt 4,292 4,181
- Lease liabilities 3,434 3,461
Net debt ex lease liabilities 858 720
Cash and liquidity reserves 2,108 2,244

For definitions and reconciliation of APMs, please see page 182.


10

Message from the CEO

As I look back on the year behind us, one thing stands out more clearly than anything else: In an uncertain world, it is the simple things that matter most. For customers. And for investors.

Europris is built precisely for that.

We operate in a sector that is brutally honest. Either you deliver value to customers every single day — or you don't. Our numbers show that we do. Customers visit more frequently. They buy more. And they choose us because they know exactly what they get: low prices, strong accessibility, and an assortment that reflects everyday needs.

For me, everything starts here. With the customer. But it doesn't end there.

Behind customer trust lies disciplined execution. Cost control. Organisational focus. It may not be the most spectacular part of retail — but it is what works. I have great respect for speed and ambition, but at Europris we are clear about one thing: Discipline beats pace. Every time.

That is also the foundation for how we are approaching our operations in Sweden.

When we took full ownership of ÖoB, we knew this would not be easy. We have been transparent about that. And it is important for me to be equally clear today: This is not a quick fix. It is a long-term value creation project.

At the same time, I am confident in the direction we have chosen. We have a clear plan. We are working systematically on assortment, store experience, and operational performance. We see early signs of improvement, but we are not driven by isolated signals. Our job is to build profitability over time — not headlines in the short term. That is how we create lasting value for our shareholders.

In Norway, Europris continues to deliver strong performance. This is the foundation of the group. It provides cash flow. It provides predictability. And it gives us the flexibility to invest wisely — and to share value with shareholders through a clear and responsible dividend policy.

But the numbers alone do not tell the full story.

Our most important competitive advantage cannot be found in the financial statements. It is found in our people and culture. In the commitment of more than 5,400 employees who take responsibility every day, solve problems, and meet customers with a practical and down-to-earth mindset. I spend a lot of time in our stores. That is where I learn the most. And it is where I am reminded why Europris works: Because people care. And because they are trusted to deliver.

Looking ahead, the ambition is clear. We will continue to grow — but on our terms. With control. With discipline. And with a clear focus on cash flow and profitability.

Europris will be a company that customers trust. A company employees are proud of. And a company that investors can rely on — even in more demanding times.

It is not complicated. But it requires consistent execution. Every single day.

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Espen Eldal
CEO of Europris ASA


Directors' report

Directors' report

Strategy and business model

//ESRS 2 SBM-1

Business operation and value chain

The group comprises Norway's leading variety retail chain, Europris, the Swedish retailer ÖoB, and holds full or partial ownership in the e-commerce groups Lekekassen and Strikkemekka. As of 31 December 2025, the Europris chain operated 289 stores in Norway (268 directly operated and 21 franchised locations), while ÖoB managed 92 directly operated stores throughout Sweden, and Lekekassen operated two physical stores in Norway. The group's operations are coordinated from its head office in Fredrikstad, Norway, with logistics centres in both Norway and Sweden.

The acquisition of ÖoB in 2024 was a significant milestone in advancing the group's strategic objectives by enhancing its presence within the Nordic market. This also brings operational synergies between the Europris and ÖoB concepts through the exchange of best practices and the achievement of efficiencies across the value chain.

The group employs a cost-effective business model focused on sustainability and optimised efficiency across the entire value chain, from manufacturing to the end customer. A low cost base is achieved by maintaining a lean cost structure through strategic sourcing, streamlined logistics, and effective distribution, with the majority of goods procured directly from suppliers in large quantities. The business model is further strengthened by a long-term joint sourcing partnership with the Finnish retailer Tokmanni and a jointly managed sourcing office in China. Sourcing from this office constitutes less than 25 per cent of the group's total purchases. This platform enables high-quality, cost-efficient procurement and supports product development across the group.

Leveraging this sourcing platform, the group's value proposition is centred on the development and sourcing of high-quality private-label products, supplemented by selected branded merchandise across a range of product categories.

Responsible business conduct is a fundamental aspect of the group's operations, with an emphasis on social compliance and responsible sourcing. Comprehensive information regarding the group's value chain, as well as associated sustainability impacts, risks, and opportunities, can be found in the group's Sustainability Statement.

Group strategy

The group's vision is to be the preferred choice for customers seeking convenient, smart, and affordable shopping experiences, with the ambition of creating a sustainable Nordic champion in discount variety retail.

The group's strategy is guided by four key strategic focus areas:

1) Strengthening price and cost position
2) Improving customer experience
3) Driving customer growth
4) Acting responsibly

The strategy is focused on offering competitive pricing, strong promotional campaigns, and a consistent and convenient shopping experience throughout the store network. Stores are structured with clearly defined shop-in-shop categories, which are regularly updated to meet changing customer expectations. Ensuring availability of advertised products during promotional periods is recognised as a key factor in fostering long-term customer trust and loyalty.

The group's category-concepts and products are structured to provide shoppers with clear "reasons to go", offering a diverse product portfolio such as laundry and cleaning, confectionery and snacks, personal care, home and interior, pet food and accessories, and seasonal items. This stimulates footfall and shopping frequency by aligning the selection with everyday needs, seasonal needs, and special occasions. Private-label products are designed to reflect consumer preferences for affordability, convenience, and sustainability, and serve as a significant contributor to the group's competitiveness and profitability.

E-commerce development is facilitated through a targeted pure play portfolio aimed at capturing growth in the expanding online marketplace. Digital initiatives focus on increasing customer frequency, strengthen profitability, and elevate the overall customer experience across both physical and digital channels.

Sustainability is a fundamental component of the group's strategy and is intrinsically linked to its vision of providing sustainable and affordable products for everyone. Acknowledging the need to adapt its business model and enhance climate resilience, the group is dedicated to respond to the changing regulatory landscape and reduce greenhouse gas emissions in alignment with the Paris Agreement, aiming to achieve net zero emissions by 2050. The selection of suppliers and products is consequently guided by strict adherence to environmental and social standards, emission reduction, increased transparency, and support for sustainable resource use throughout the supply chain, reflecting the systematic integration of sustainability considerations into sourcing practices. Several key


Directors' report

challenges have been identified, each addressed through targeted initiatives:

  • Progressing on the climate action plan to achieve established climate objectives
  • Improving product circularity in accordance with evolving regulatory requirements
  • Enhancing ESG data management by improving accuracy and completeness throughout the entire product portfolio
  • Ensuring a unified approach across the group for social compliance throughout the value chain.

The group's strategy is enabled by motivated, skilled, and engaged employees. Ensuring an attractive workplace that fosters personal development and supports employee wellbeing is considered essential to achieving the group's long-term strategic ambitions and sustainable growth.

The group's long-term financial and operational ambitions are summarised below:

  • Europris chain to deliver like-for-like growth above the market over time
  • On average open a net average of five new Europris stores per year
  • ÖoB chain to reach SEK 5 billion in sales, with a 5 per cent EBIT margin, in 2028
  • Increase the EBIT margin over time
  • Pay dividend of 50-60 per cent of net profit to parent, while maintaining an efficient balance sheet.

Summary of 2025

The group delivered a solid 2025, with strong performance in segment Norway and good progress on turnaround initiatives in segment Sweden. A highly volatile geopolitical climate in 2025 had limited direct impact on the group.

In 2025, the Europris chain recorded a total sales increase of 7.6 percent, surpassing both the shopping centre index at 3.9 percent (Norsk Retail Hub) and the variety retail index at 6.7 percent (SSB). For Europris, the growth was primarily driven by a higher footfall to stores.

The Europris concept has continued to expand its customer base in recent years, reinforcing its position as a relevant shopping destination across key seasons. This has been supported by effective marketing campaigns, a product range tailored to cover customers' everyday needs and relevant seasonal product offering. Additionally, the group's investment in store inventory ensured product availability and supported the robust sales performance throughout the year.

Consumers have become increasingly price conscious in recent years, a trend that has persisted in spite of favourable market conditions with lower interest rates and real wage growth during the year. This shift in consumer behaviour has

led to higher sales of promotional offers, everyday consumables, and private label goods. Europris' standing as a leading low-price retailer was substantiated by an external price comparison conducted by the Norwegian newspaper Nettavisen in October 2025, where the chain was identified as the clear price leader against three discount grocery retailers on a range of common consumable products.

The group took full ownership of the ÖoB chain in May 2024 fully aware that the chain was in need of a major turnaround, as it had seen weak development with flat sales and declining profitability since 2018. The group acknowledges that a turnaround will take time. The long-term ambition is to increase ÖoB sales by SEK 1 billion and achieve an operating margin of 5 per cent by 2028. The group has identified three main levers to drive sales and improve results:

  • category harmonisation and joint sourcing,
  • strengthening execution across the value chain, and
  • improving the customer experience.

Throughout 2025, the group has moved forward with this turnaround plan. Campaign execution improved during the year. The harmonisation of non-food categories also showed good progress, though it still represents a modest proportion of overall sales. The board was pleased to welcome Anders Lorentzson as the new CEO for ÖoB towards the end of the year. He has a solid track record with extensive retail experience in Sweden.

Given that the ÖoB stores have not been modernised in recent years, it is crucial to undertake comprehensive renovations and upgrades, to welcome new customers to modernised stores. The four pilot stores remodelled in 2025 outperformed the chain average on key performance indicators, including basket size, footfall, and sales growth in non-food categories. Building on this, the group has set an ambitious plan to remodel an additional 35-45 stores in both 2026 and 2027. While the commitment to sustaining project momentum remains strong, it should be noted that the complexity of this initiative introduces risks to the proposed timeline.

To achieve the 2028 objectives, it is clear that attracting new customer segments will be essential. Store upgrades by themselves will not suffice, and initiatives aimed at developing destination categories and establishing ÖoB as a desirable seasonal shopping destination will also play a critical role.

The Science Based Targets initiative (SBTi) has approved the group's science-based targets to achieve net-zero greenhouse gas emissions across the value chain by 2050, with corresponding near-term and long-term targets for GHG and FLAG emissions. This approval represents a significant milestone for the group. In 2025, an important step was the development of a climate action plan to support the


Directors' report

achievement of the reduction targets. 2025 emissions indicate that the group is on track towards its 2030 targets. The group also made progress in improving energy efficiency in its stores and increasing recycling rate, contributing to lower environmental impact. During the year, the group also worked systematically to strengthen the quantity and quality of ESG data. This included a substantial increase in the coverage of product-related ESG data for non-consumable goods. Progress was further made in

establishing a consistent approach across the group for social compliance, and the share of purchases from socially audited suppliers in high-risk countries increased in 2025. Employee surveys showed high levels of employee satisfaction and confirmed that the group is perceived as an attractive employer. In addition, the group continued its efforts to reduce sickness-absence and recorded lower absence levels.

The board and management extend their sincere gratitude to all employees for their valuable contributions throughout the year.

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Financial review

Please note that financials for segment Sweden have been included from 1 May 2024, following completion of the acquisition of ÖoB.

Income statement

Total operating income amounted to NOK 14,878 million (12,750) for the full year 2025, a reported increase of 16.7 per cent from the previous year and an organic growth of 5.7 per cent in constant currency.

Gross profit for the group was NOK 6,079 million (5,313), with a 0.8 percentage point decrease in the gross margin to 40.9 per cent (41.7). The lower gross margin reflected dilutive impact from the inclusion of segment Sweden for four more months in 2025.

Opex amounted to NOK 3,700 million (3,153), and the opex-to-sales ratio was 24.9 per cent (24.7).

EBITDA was NOK 2,379 million (2,160) and the EBITDA margin 16.0 per cent (16.9).

EBIT was NOK 1,319 million (1,237), an increase of NOK 82 million or 6.6 per cent. The EBIT margin was 8.9 per cent (9.7).

The group recognised net unrealised losses on interest-rate swaps of NOK 18 million (unrealised gains of 2).

Note that figures in 2024 were positively impacted by net accounting effects of NOK 34 million related to the acquisition of ÖoB.

Net profit for 2025 was NOK 809 million (838). Net profit attributable to owners of the parent company amounted to NOK 807 million (837). Earnings per share was NOK 4.93 (5.15).

Cash flow

Cash flow from operating activities was positive at NOK 1,471 million in 2025 (positive 1,496). Change in net working capital was negative at NOK 382 million (negative 211), with the more negative development in 2025 reflecting timing of account payables.

Capital expenditure was NOK 131 million in 2025 (138).

Net change in cash was positive at NOK 384 million in 2025 (negative 73).

Financial position and liquidity

Financial debt amounted to NOK 5,281 million at 31 December 2025 (4,784), and NOK 1,846 million adjusted for lease liabilities (1,323).

Net debt amounted to NOK 4,292 million at 31 December 2025 (4,181), and NOK 858 million adjusted for lease liabilities (720).

Cash and liquidity reserves amounted to NOK 2,108 million at 31 December 2025 (2,244).

Equity

Equity at 31 December 2025 was NOK 4,357 million (4,109), representing an equity ratio for the group of 35.6 per cent (35.6). The increase in equity derived mainly from the net profit of NOK 809 million less NOK 573 million in total dividend paid.

Pursuant to section 2-2 of the Norwegian Accounting Act, the board confirms that the financial statements have been prepared on the assumption that the group is a going concern, and that it is appropriate to make that assumption.

Parent company and allocation of profit

The parent company, Europris ASA, is a holding company with financial activities and corporate functions. The company received a dividend and group contribution of NOK 485 million (927). Europris ASA posted a profit of NOK 482 million for 2025 (946).

The board proposes the following allocation (NOK million):

The board of Europris ASA proposes a dividend of NOK 3.75 per share for 2025 (3.50), representing an increase of 7.1 per cent. The dividend amounts to NOK 614 million excluding treasury shares (573) and represents a pay-out ratio of 76.0 per cent of the majority's share of the profit (68.4).


Directors' report
15

Segment Norway

Key figures

(Amounts in NOK million) FY 2025 FY 2024
Total operating income 10,590 9,878
% growth in total operating income 7.2% 4.3%
Cost of goods sold 5,856 5,467
Gross profit 4,734 4,411
Gross margin 44.7% 44.7%
Opex 2,548 2,379
Opex-to-sales ratio 24.1% 24.1%
EBITDA 2,186 2,032
EBITDA margin 20.6% 20.6%
EBIT (Operating profit) 1,475 1,339
EBIT margin (Operating profit margin) 13.9% 13.6%
EUROPRIS CHAIN KEY FIGURES
Total chain sales 10,032 9,323
% growth in total chain sales 7.6% 4.2%
% growth in like-for-like chain sales 6.3% 3.5%
Total number of chain stores at end of period 289 283
- Directly operated stores 268 260
- Franchise stores 21 23
PURE PLAY
Sales 828 831

Profit and loss summary

Sales in 2025 increased by 7.2 per cent to NOK 10,590 million. The gross margin (44.7 per cent) and opex-to-sales ratio (20.6 per cent) were unchanged from 2024. Opex increased by 7.1 per cent to NOK 2,548 million due to increased volume and higher number of directly operated stores. EBIT was NOK 1,475 million, up 10.2 per cent from 2024.

The Europris chain

For the full year, the Europris chain reported total sales growth of 7.6 per cent and like-for-like growth of 6.3 per cent with one less sales day. Increased footfall was the primary contributor to the sales growth.

Europris has reinforced its position as a leading seasonal destination and executed its campaign programme effectively. Strategic investments in inventory ensured well-stocked stores and supported the strong performance. To remain relevant, the group pays high attention to enhance its product categories regularly. The Home & Interior category, which was upgraded in the first quarter of 2025, performed well over the year.

Europris opened a total of eight new stores and closed two in 2025, with an ambition to reopen one of these at a more central location pending approvals. The total number of stores was 289 at 31 December 2025, of which 268 were directly operated and 21 were franchises. The board has approved an additional eight new stores for 2026 and beyond, of which four are subject to planning approval.

Pure play companies

Sales in pure play companies amounted to NOK 828 million for the full year, reflecting a 2.6 per cent increase when adjusted for the divestment of Lunehjem. Lekekassen reported sales growth in its primary market, Norway, while Strikkemekka encountered a challenging environment in the Norwegian knitting market.

Lekekassen/Toyspace was awarded several first places from prisjakt.no and prisjakt.se. These are widely used and highly recognised platforms that provide shoppers with price


Directors' report

comparisons on products across various suppliers. Based on customer reviews, it was awarded "online store of the year 2025" in Norway, as well "online store of the year for children and family" in both Norway and Sweden.

Segment Sweden

Key figures

(Amounts in NOK million) FY 2025 FY 2024
Total operating income 4,289 2,873
Cost of goods sold 2,943 1,971
Gross profit 1,346 902
Gross margin 31.4% 31.4%
Opex 1,153 774
Opex-to-sales ratio 26.9% 26.9%
EBITDA 193 128
EBITDA margin 4.5% 4.5%
EBIT (Operating profit) (157) (102)
EBIT margin (Operating profit margin) (3.7%) (3.6%)
ÖoB CHAIN KEY FIGURES
Total chain sales 4,257 2,868
Total number of chain stores at end of period 92 93

Profit an loss summary

The group had full ownership of ÖoB for the entire year of 2025 compared to only eight months in 2024, making it hard to compare reported figures year-over-year. Sales for 2025 totalled NOK 4,289 million, with a gross margin of 31.4 per cent. Unrealised currency losses amounted to NOK 4.3 million, compared to unrealised gains of NOK 1.8 million during the group's ownership period in 2024. The opex-to-sales ratio was 26.9 per cent, and EBIT showed a loss of NOK 157 million.

The ÖoB chain

In local currency, the ÖoB chain achieved a like-for-like growth of 0.6 per cent for the full year with one less sales day. While like-for-like footfall declined marginally, the average basket size showed some improvement. Operational initiatives implemented throughout the year have led to notable improvements in campaign performance. These advancements contribute positively to the customer experience and are expected to play an important role in fostering long-term loyalty.

Several non-food categories were upgraded during the year, with product ranges to a large extent harmonised with those of Europris. The fourth quarter reflected improved performance compared to earlier periods, indicating progress in the ongoing turnaround initiative. Customers responded positively to the revised product range introduced for the Christmas season.

During the year, four pilot stores were fully remodelled, with performance varying according to factors including location, customer demographics, and local competition. The stores had sales growth ranging from 5-15 per cent, with gross margin improvement of 2-4 percentage points, and outperformed chain averages across key KPIs, such as basket size, footfall, and sales growth in non-food categories.

One store was closed during the year, and the chain comprised 92 directly operated stores at 31 December 2025.

Effective from 1 November 2025, Anders Lorentzson was appointed CEO of ÖoB. With two decades of extensive experience in the Swedish retail industry, including senior leadership roles in grocery retail at Ica Group, electronics at Expert, and most recently serving as CEO of Hemtex since 2018, Lorentzson brings proven expertise to lead the growth and strategic transformation of ÖoB.


Directors' report

Outlook

Both Norway and Sweden saw declining inflation and lower interest rates in 2025, contributing to relatively strong consumer spending. The positive consumer sentiment is expected to continue into 2026, supported by projections for real wage growth in both countries.

The supply side may be affected by geopolitical developments and an uncertain international trade environment, which could affect product availability, freight operations, costs, tariffs, currencies, and other value chain factors. To mitigate potential adverse impacts, the group employs strategic sourcing and logistics practices as well as financial derivatives wherever feasible. The group also continues to prepare for increasing ESG-related regulatory requirements, which are expected to impact sourcing and operational practices over time.

The turnaround initiatives for ÖoB are progressing as planned. The upgrading of non-food product categories,

harmonised with Europris' offering, has been well received by ÖoB's current customers, and the planning and execution of campaigns has improved significantly. However, the group believes that full store remodellings will be required across the entire store network to enhance the customer experience and drive footfall and sales growth from new customer segments.

Following the four remodelled pilot stores in 2025, the group will accelerate the remodelling programme to 35-45 stores in both 2026 and 2027. The costs associated with the programme are expected to offset any underlying profit improvements in segment Sweden in 2026. As a consequence, the group expects the operating profit for ÖoB in 2026 to be in line with the loss reported for 2025. Results are expected to improve from 2027 onwards, and the board and management remains confident in its ambition to grow ÖoB's sales from the existing store portfolio to SEK 5 billion with an EBIT margin of 5 percent by the end of 2028.

The board emphasises that assessing the outlook must take account of uncertainty. No material events have occurred since 31 December 2025.

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The board

The board

Tom Vidar Rygh (chair)

Tom Vidar Rygh (chair) is an adviser to the Nordic Capital Funds. He holds a degree in economics and business administration (siviløkonom) from the Norwegian School of Economics (NHH). Rygh has held various leading executive positions in industrial and financial companies, including executive vice president of Orkla ASA, CEO of SEB Enskilda and partner of Nordic Capital. He has served as chair and director of several companies in a number of sectors, including Telenor ASA, Oslo Børs, Carlsberg Breweries A/S, Storebrand ASA, Aktiv Kapital ASA, Eniro AB, Helly Hansen ASA, Dyno ASA, Industrikapital Ltd, Actinor Shipping ASA, Borregaard Forests AS, Holberg Inc and Baltic Beverage Holding AB as a few examples. Rygh has also served as an adviser to a number of prominent investment groups, such as TPG and the John Fredriksen group. He is regarded as independent of senior executives, material business associates and the company's major shareholders. Number of shares in Europris ASA: 620,227.

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Hege Bømark

Hege Bømark is a director of OBOSbanken AS. She has also been a director of AF-Gruppen ASA, Oslo Areal ASA, Norgani Hotels ASA, BWGHomes ASA, Norwegian Property ASA and Fornebu Utvikling ASA, all of which are or have been listed companies. Prior to becoming a full-time professional director, Bømark served as a project broker in AS Eiendomsutvikling and as a financial analyst at Fearnley Finans AS and Orkla Finans AS. She holds a degree in economics and business administration (siviløkonom) from the Norwegian School of Economics (NHH). Bømark is regarded as independent of senior executives, material business associates and the company's major shareholders. Number of shares in Europris ASA: 8,129.

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Ros-Marie Grusén

Ros-Marie Grusén is the President and CEO of Komplett Group ASA. She has previously held key leadership positions, including CEO of Norsk Medisinaldepot AS, responsibility for McKesson Europe Services and McKesson Scandinavia, as well as CEO roles at Admenta Sweden AB and Plantagen Sweden. In addition, she has extensive leadership experience from IKEA. She has broad board experience, primarily within the consumer sector, but also in other industries and currently serves as a non-executive board member of Posten Bring. Grusén holds a bachelor's degree in social science from Lund University. Grusén is regarded as independent of senior executives, material business associates and the company's major shareholders. Number of shares in Europris ASA: 1,500.

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Susanne Holmström

Susanne Holmström is a customer-focused leader with broad experience from different industries mainly within retail, telecom and insurance. Holmström is currently CEO at S-Invest / Blomsterlandet. From 2018 to 2023, she served as CEO for NetOnNet and was part of the integration of NetOnNet to Komplett Group. Holmström is also part of the board at Skandia AB and Adlibris AB. She holds an MSc in International Business from Gothenburg School of Business Economics and Law. Holmström is regarded as independent of senior executives, material business associates and the company's major shareholders. Number of shares in Europris ASA: 0.

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The board

Martin Klaftstad

Martin Klaftstad is a partner in Norway's Emendor Advisors consultancy, specialising in the retail and consumer goods industry in the Scandinavian market. From December 2020 to February 2023, he served as managing director for Komplett and head of Komplett's B2C division through Komplett's consultancy agreement with Emendor Advisors. Klaftstad has held various positions in the retail industry, including CEO of Bringwell AB in Sweden, CEO in REMA Industrier and Kavli Norway, director of Isola AS, Geia Food AS and Bama, and multiple senior roles in marketing and purchasing in REMA 1000 and Orkla ASA. He holds an MSc in engineering from the Norwegian University of Science and Technology (NTNU) and an MBA from the University of Colorado. Klaftstad is regarded as independent of senior executives, material business associates and the company's major shareholders. Number of shares in Europris ASA: 17,987.

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Bente Sollid

Bente Sollid is CEO of Digital Hverdag and non-executive director of Polaris Media, Lumi Gruppen, Insenti, Kreditbanken and Motor Gruppen. She is also chair of Utility Cloud and Sonat Group. Sollid has been a member of several policy advisory boards for government ministers in Norway. She has also been appointed by the government to an expert committee on the future funding of the Norwegian Broadcasting Corporation (NRK). Sollid established her own internet consultancy in 1993, which is listed today on Oslo Børs as Bouvet ASA. She is the youngest member of the Norwegian Association of Editors. Sollid is regarded as independent of senior executives, material business associates and the company's major shareholders. Number of shares in Europris ASA: 2,038.

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Pål Wibe

Pål Wibe is an independent board professional, advisor and investor. He was the Chief Executive Officer of XXL ASA from 2020 to 2022. Wibe has previously been the CEO of Europris from 2014 to 2020. Prior to that appointment, he served as CEO of Nille AS for almost seven years and CEO of Travel Retail Norway AS for two years. Before that, he held various executive positions at ICA Ahold AB for six years and worked five years in McKinsey & Co. Wibe is the chair of the board of Posten Bring, Whiteaway/ Skousen (DK) and Forte Digital, a director of several retail/tech companies as well as an adviser to several Nordic tech retail companies. He holds a degree in economics and business administration (siviløkonom) from the Norwegian School of Economics (NHH) and an MBA from the University of California at Berkeley. Wibe is regarded as independent of senior executives, material business associates and the company's major shareholders. Number of shares in Europris ASA: 143,572.

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The group management

The group management

Espen Eldal - CEO

Espen Eldal was appointed CEO of Europris in April 2020. He has been the Chief Financial Officer of the company since 2014. Prior to his appointments in Europris, he served as managing director of Berendsen Tekstil Service AS, and Sales and Marketing Director and Finance Manager of PartnerTech, Norway. Prior to this, Eldal worked as a Finance Manager in Travel Retail Norway, prior to which he held various executive positions in Gate Gourmet both in Scandinavia and in Switzerland. Eldal holds a Bachelor in Finance and Administration from Oslo University College, is a certified auditor and has completed the Officers' Training School. Eldal is a Norwegian citizen and resides in Norway.

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Stina C Byre - CFO

Stina Charlene Byre started as CFO of Europris in January 2021. Byre came from the position as CFO of COWI AS, where she had been CFO since 2019. Prior to this, she spent 10 years in Orkla, holding various financial management positions; CFO of Orkla Health Group, CFO of Pierre Robert Group, Financial Manager of Lilleborg and Financial Manager of Orkla Brands. Byre started her career as a management consultant at McKinsey & Company. She holds a Master of Business and Economics from BI Norwegian Business School, including exchange programme at Texas A&M University in the USA. Byre is a Norwegian citizen and resides in Norway.

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Corporate governance
21

Corporate governance

Europris ASA has made a strong commitment to ensuring trust in the group and to enhancing shareholder value through effective decision-making and improved communication between the management, the board of directors and the shareholders. The group's framework for corporate governance is intended to reduce business risk, maximise value and utilise the group's resources in an efficient, sustainable manner to the benefit of shareholders, employees and society.

Implementation and reporting on corporate governance

The board of Europris ASA is conscious of its responsibility for the development and implementation of internal procedures and regulations to ensure that the group complies with applicable principles for corporate governance.

Europris ASA is listed on Oslo Stock Exchange and subject to reporting requirements for corporate governance under the Norwegian Accounting Act as stock exchange regulations. The group complies with the Norwegian Code of Practice for Corporate Governance (the code), last revised on 28 August 2025, which is available on the Norwegian Corporate Governance Committee's website at www.nues.no.

Application of the code is based on the "comply or explain" principle and any deviation from the code is explained under the relevant item. At 31 December 2025 Europris deviated from the recommendation in one section of the code during 2025 pertaining to the establishment of separate guidelines regulating responses to takeover bids (section 14).

The principles and implementation of the code are subject to annual reviews by the board and a statement is included in the annual report in accordance with the requirements of the continuing obligations for listed companies from Oslo Stock Exchange as well as the Norwegian code.

The business

Europris is Norway's largest discount variety retailer by sales. The group offers a broad range of quality own brand and branded merchandise across a wide range of product categories. The group's merchandise is sold through the Europris store chain, which consisted at 31 December 2025 of a network of 289 stores throughout Norway. Of these, 268 are directly owned by the group and 21 operate as franchise stores. In May 2024, the group took full ownership of the Swedish discount variety retailer ÖoB, which consists of a network of 92 stores in Sweden. This is an important strategic milestone on the path to creating a Nordic champion in discount variety retail. In addition, Europris is full or partial owner of the e-commerce companies Lekekassen, Strikkemekka and Designhandel. The group's growth strategy remains unchanged, and its expansion in discount variety retailing will continue through both physical stores and the online channel. The group's head office is located in Fredrikstad, Norway.

The company's business purpose, as presented in article 3 of the company's articles of association, is as follows: "The company's business is commercial activity in the European wholesale and retail market, or business in relation to this, including issuing loans, and collateral and issuing guarantees for group companies and direct or indirect involvement in business with similar or other company object, as well as other business in relation to the above mentioned".

The board has established clear objectives, strategies and risk profiles for the group's business activities, to create value for its shareholders and to ensure that its resources are utilised in an efficient, sustainable manner to the benefit of all its stakeholders. The group actively seeks to reduce risk and the potential for negative business effects by integrating sustainability in its business strategy. This is an approach which also creates opportunities for growth and long-term value creation. The group has developed various policies providing business practice guidance, including on sustainability, code of conduct, ethical trade, anti-corruption, data protection, trade sanctions and whistleblowing. These policies set the standards for the behaviour which can be expected internally and externally in order to build trust, loyalty and responsible behaviour internally, and to prevent violations and negative effects externally.

Equity and dividends

Capital structure

At 31 December 2025, the group's equity totalled NOK 4,357 million, which corresponded to an equity ratio of 35.6 per cent. The board considers the group's capital structure to be adequate in relation to the group's objectives, strategy and risk profile.

Dividend policy

The group aims at a dividend pay-out ratio of 50-60 per cent of the group's net profit while maintaining an efficient balance sheet. The group intends to provide shareholders with a competitive return on invested capital, taking into account its risk profile. It plans to pay out surplus liquidity (funds not necessary for the group's day-to-day operations or to deliver on its strategy) in the form of a dividend or by means of a capital reduction through distribution to the shareholders. The group considers whether the available liquidity should be used for new investment or repayment of debt, instead of being paid out as dividend. Subject to the approval of the AGM, the aim is to pay dividend annually.


Corporate governance

Dividend payments are subject to certain legal restrictions pursuant to the Norwegian Public Limited Companies Act and should also take account of the group's capital requirements and financial position as well as general business conditions.

Based on the financial results for 2025 the board will propose a dividend of NOK 3.75 per share. The proposed dividend represents 76.0 per cent of the majority's share of the profit. The group's leverage policy is to run the business with moderate leverage and to maintain an efficient balance sheet.

Board mandates

The annual general meeting (AGM) on 24 April 2025 granted two separate mandates to the board. Both mandates are valid until the next AGM in 2026, but in any event no longer than to 30 June 2026. A separate vote was held on each mandate. For supplementary information, reference is made to the minutes of the AGM in 2025.

  • A mandate to increase the share capital of Europris ASA by a maximum of NOK 16,696,888. The mandate corresponds to ten per cent of the shares and share capital of the company. It may be used for necessary strengthening of the company's equity and the issue of new shares as consideration for the acquisition of relevant businesses. As of 31 December 2025, the authorisation had not been used.
  • A mandate to repurchase Europris ASA's own shares up to a total nominal value of NOK 16,696,888. The maximum amount that can be paid for each share is NOK 100 and the minimum is NOK 10. The mandate corresponds to ten per cent of the shares and share capital. Shares acquired pursuant to the mandate may be deleted in connection with a later reduction of the registered share capital, used as consideration shares with regard to the acquisition of businesses or used in the group's incentive and investment schemes for employees. At 31 December 2025, the company owned 3,319,636 treasury shares.

Equal treatment of shareholders

Europris has one class of shares and all shares have equal rights. Each share has a nominal value of NOK 1.00 and carries one vote. Europris ASA owned 3,319,636 treasury shares at 31 December 2025.

The board has a mandate to increase the company's share capital which allows the board to waive the pre-emptive right of existing shareholders. In the event of such a capital increase, the reason for the transaction, which specifically shall indicate how the equal treatment of shareholders are safeguarded, and the waiver will be provided in a public announcement. There were no such events in 2025.

Transactions involving treasury shares will be undertaken on the stock exchange or otherwise at the market price and reported immediately.

Shares and negotiability

The Europris share is freely transferable on the Oslo Stock Exchange. No restrictions are set in the articles of association on owning, trading or voting for shares.

General meetings

The general meeting is the highest authority in Europris ASA. It is open to all shareholders, and Europris encourages shareholders to participate and vote to exercise their rights at the company's general meetings. Only a party that is a shareholder five working days before the general meeting is entitled to attend and vote at the general meeting.

Notification

The annual general meeting will be held each year before 30 June. The next AGM is scheduled for 29 April 2026. Extraordinary general meetings may be called by the board at any time. The auditor or shareholders representing at least five per cent of the shares may call in writing for an extraordinary general meeting to discuss a specified matter.

Written notice of a general meeting, along with supporting documents, is sent to all shareholders with a known address at least 21 days prior to the date of the meeting. Pursuant to article 7 of the articles of association, the notification and supporting documents need not be sent to the shareholders if they are made available to them on the group's website at https://investor.europris.no. Any shareholder may nevertheless request that the documents be sent by mail by contacting the investor relations department at Europris ASA by e-mail to [email protected].

Registration and proxies

The registration deadline is two days before the general meeting, pursuant to article 7 of the articles of association, and all the necessary registration information is provided in the notice.

Shareholders who are unable to attend may vote by proxy. The notice of the meeting will contain more detailed information about the procedure for appointing a proxy, including an authorisation form which permits separate votes for each item up for consideration at the general meeting. In addition, a person will be appointed who can act as proxy on behalf of shareholders.

The board may decide that shareholders can submit their votes in writing, including the use of electronic communication, during a period before the general meeting.

Shareholders may also participate at the general meeting electronically.


Corporate governance

Agenda and execution

The agenda for the general meeting is determined by the board, and the main items which it must contain for the AGM are specified in article 8 of the articles of association. The agenda will include detailed information on the resolutions to be considered and the recommendations from the nomination committee.

The chair of the board, the chair of the nomination committee, the CEO, the CFO and the group's auditor will attend general meetings unless they have valid grounds to be absent. The meeting will normally be chaired by the chair of the board. In the event of any disagreement over individual agenda items where the chair of the board belongs to one of the fractions, or for some other reason is not deemed to be impartial, a different person will be selected to chair the meeting in order to ensure independence with respect to the matters concerned.

Nomination committee

The company's nomination committee is regulated by article 6 of the articles of association. It will comprise two to three members, and the majority will be independent of the board and the group management. The composition of the committee will ensure that the interests of the shareholders are safeguarded.

Instructions for the nomination committee were adopted at the general meeting on 13 May 2015. They include the main principles for the nomination committee's work, making and

supporting proposals and general procedures. The instructions are subject to annual reviews, and any proposed changes will be submitted to the general meeting for approval.

The nomination committee makes recommendations to the general meeting regarding the election of shareholder-elected directors, remuneration of directors including relevant subcommittees, the election of members and the chair of the nomination committee and remuneration of members of the nomination committee. Each proposal is justified on an individual basis and presented with the notice documents to the AGM. Shareholders in Europris ASA are encouraged to nominate candidates for the board. More information on this can be found on the group's website at https://investor.europris.no.

At 31 December 2025, the nomination committee consisted of the following members:

  • Alf Inge Gjerde (chair)
  • Inger Johanne Solhaug
  • Tine Fossland

The members are elected by the general meeting for one year at a time. All the members are considered independent of the board and executive management. Remuneration of the members of the nomination committee is determined by the general meeting.

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Corporate governance

Board of directors: composition and independence

Article 5 of the articles of association provides that the board will consist of a minimum of three and a maximum of ten directors, as determined by the general meeting. The board had seven members at 31 December 2025, four of whom are women. All shareholder-elected directors are regarded as independent of senior executives and material business associates. None of the executives are directors.

The directors are elected for one year at a time and may be re-elected. The general meeting elects the directors.

According to the instructions for the nomination committee, the board's composition will be broadly based to ensure that it has the necessary experience, qualifications and capacity to safeguard the common interests of the shareholders. Furthermore, the composition of the board should allow it to function effectively as a collegiate body and to act independently of special interests. A detailed presentation of the expertise and background of the directors is available on the group's website at https://investor.europris.no.

Europris ASA has taken out a directors' and officers' liability insurance policy for the group and its subsidiaries. This covers legal costs and personal liability for directors and officers arising out of possible claims made against them while serving on a board of directors and or as an officer.

Europris ASA has no direct employees and therefore no requirement to appoint employee representatives to the board. Three employees are represented on the board of the Europris AS subsidiary and as observers on the board of Europris ASA.

Directors are encouraged to hold shares in Europris ASA. An overview of director shareholdings in the company can be found in note 21 to the 2025 annual report and on the company's website at https://investor.europris.no.

Name Position Served since
Tom Vidar Rygh¹ Chair 2012
Bente Sollid Director 2015
Hege Bømark Director 2015
Pål Wibe Director 2020
Jon Martin Klafstad Director 2023
Susanne Holmström Director 2024
Ros-Marie Grusén Director 2025

¹Served since 2012 in Europris AS and in Europris ASA since 2015.


Corporate governance

The work of the board of directors

Board's responsibilities and tasks

The board determines the group's overall objectives and strategy, taking into account financial, social and environmental considerations, in addition to appointing the CEO and determining the terms and conditions of his or her employment. Furthermore, the board is responsible for supervising the general and day-to-day management of the group's business, ensuring proper organisation, preparing plans and budgets for its activities, ensuring that the group's activities, accounts and asset management are subject to adequate controls, and undertaking investigations necessary to the performance of its duties.

Instructions for the board of directors

The board has adopted instructions which describe its responsibilities, duties and administrative procedures, including handling of related party transactions. The instructions also regulate the distribution of duties between the chair and the CEO. The current instructions were approved by the board in May 2015 and are subject to annual reviews.

Instructions for the Chief Executive Officer (CEO)

The instructions for the CEO regulate the day-to-day management of the group's operations to ensure that the group pursues and seeks to reach the strategic targets set by the board. The CEO is also responsible for keeping the group's financial and sustainability reporting in accordance with prevailing legislation and regulations, and for managing the group's assets in a responsible manner. The CEO briefs the board about the group's activities, financial position and operating results once a month. The current instructions for the CEO were approved by the board in May 2015 and are subject to annual reviews.

Conflicts of interests and disqualification

Directors and members of the executive management must notify the board immediately if they have a direct or indirect material interest in an agreement or transaction entered into by the group. The board's consideration of material matters in which the chair of the board is, or has been, personally involved will be chaired by some other director.

The group has no controlling shareholders and there has been no conflict of interest identified related to suppliers and other stakeholders in 2025.

Related party transactions

The group will immediately make public any material transaction between the group and shareholders, directors, leading employees or any of their close relations, as well as with other companies in the group. In the event of such transactions, the board will evaluate whether it is necessary to seek a third-party valuation. An independent valuation is required for material transactions between companies in the same group where there are minority shareholders. There were no transactions with close associates in 2025, except for ordinary commercial transactions with subsidiaries.

Financial reporting

The board receives financial reports and comments from the CEO once a month on the group's operations, economic position and financial status. The board will also be kept continuously informed of any material legal disputes, contract terminations, changes in management and material conflicts related to clients, suppliers and employees. The financial report forms the basis for enabling the board to maintain an informed view of the group's results, capital adequacy and financial position. Quarterly financial reports are reviewed at board meetings, and these provide the basis for external financial reporting.

The work of the board of directors

The board will meet at least five times a year. It held eight meetings in 2025, where six meetings were held physically and two were virtual meetings. The overall attendance rate at board meetings was 100 per cent.

Audit committee

The group's audit committee is governed by the Norwegian Public Limited Liability Companies Act and a separate instruction has been adopted by the board. The current instructions for the audit committee were approved by the board in May 2015 and are subject to annual reviews. The members of the audit committee are appointed by and among the directors.

The audit committee's primary purpose is to act as a preparatory and advisory body for the board on matters concerning accounting, auditing and finance, including monitoring of internal controls related to financial and sustainability reporting. The committee reports and makes recommendations to the board, but the latter retains responsibility for deciding on and implementing such recommendations.

The audit committee held five meetings in 2025, with an overall attendance rate of 92 per cent. At 31 December 2025, the audit committee consisted of three directors which all were regarded as independent of the group:

  • Hege Bømark (chair)
  • Tom Vidar Rygh
  • Pål Wibe

Corporate governance

Remuneration committee

The group's remuneration committee is governed by a separate instruction adopted by the board. The current instructions for the remuneration committee were approved by the board in May 2015 and are subject to annual reviews. The members are appointed by and among the directors. Its primary purpose is to assist the board in discharging its duties related to determining the compensation of the executive management. The committee reports and makes recommendations to the board, but the latter retains responsibility for implementing such recommendations. The remuneration committee held three meetings in 2025, with an attendance rate of 100 per cent. At 31 December 2025, the remuneration committee consisted of three directors:

  • Tom Vidar Rygh (chair)
  • Bente Sollid
  • Jon Martin Klafsstad

Board's evaluation of its own work

The board conducts an annual assessment of its own work and expertise, which is presented to the nomination committee. The assessment includes the work of the board, the work of its committees and the contribution made by the various directors. The board sets individual and collective targets to measure performance, in order to ensure that the evaluation is an effective tool. An evaluation of this kind was last conducted in October 2025.

Risk management and internal control

The board is responsible for ensuring that the group's risk management and internal control systems are adequate in relation to the regulations governing the business. The board reviews the group's main areas of risk and internal control systems annually, including the group's guidelines and practices on sustainability and how consideration for its stakeholders is integrated into the group's value creation. The audit committee holds at least one meeting a year with the auditor, where management presents the group's internal control routines, including identified weaknesses and areas subject to improvements from the auditor, for review by the committee.

The board works according to a plan which ensures that all the various operational areas are subject to a more in-depth review at least once a year. Management follows a similar schedule in performing an evaluation of the same topics ahead of the board's review, in addition to a periodic risk review.

The group has established a treasury policy to define a framework for managing financial exposure and group treasury operations. The most recent update was approved by the board in January 2026. The policy takes account of

the financial and commercial risks that the group is exposed to and details the allocation of responsibility for financial risk management between the board, the CEO, the CFO and within the group. The policy further specifies the risks that the group is exposed to, and how they should be managed, reported, measured and controlled. The content of the treasury policy is described in detail as working procedures in the the group's finance manual, where processes and procedures are established in the form of instructions which serve as a reference for compliance with the treasury policy. The policy is subject to annual reviews by the board.

The group prepares its consolidated financial statements in accordance with the International Financial Reporting Standards (IFRS), which are intended to give a true and fair view of the company's and the group's assets, liabilities, financial position and results of operations. The sustainability statement is prepared in accordance with the European Sustainability Reporting Standards (ESRS). The board receives reports once a month on the group's business and financial results, providing a good overview of the group's strategic and operational performance as well as plans for the forthcoming period. In addition, quarterly reports are prepared in accordance with Oslo Stock Exchange' recommendations, which are reviewed by the audit committee before the board meeting and subsequent publication.

As a discount retailer, the group is exposed to a range of risks which may adversely affect the group's business. Further information regarding such risk factors and how these are managed is disclosed in the section "Risk and risk management" and the notes to the annual accounts for 2025. The stakeholders' perspective is taken into consideration when assessing and managing risks with potential environmental, social and economic impacts throughout the group's value chain and further information regarding this topic can be found in the sustainability statement.

The group furthermore monitors satisfaction by employees and promotes the well-being of its workforce. In addition, it devotes attention to the training and education of employees across all aspects of its business.

The group's CFO is responsible for conducting unbiased, complete audits of the group's compliance programme, including guidelines for anti-corruption, on a regular basis in light of the group's specific business areas, geographical location and legal obligations.

Remuneration of the board of directors

The nomination committee is responsible for proposing the remuneration of directors in order to reflect the responsibilities, expertise and time spent as well as the complexity of the business. Members of the audit committee


Corporate governance

and remuneration committee are entitled to additional remuneration, reflecting the extra workload. The proposal is approved by the company's general meeting. Directors' fees for 2025 were approved by the AGM in 2025.

Directors' fees at 31 December 2025 were not linked to performance, and the company does not grant share options to its directors. Additional information relating to directors' fees can be found in note 7 to the financial statements included in the 2025 annual report.

Directors and/or companies with which they are associated should not take on specific assignments for the group in addition to their board appointment. If they do, however, this must be disclosed to and approved by the full board.

Salary and other remuneration for executive personnel

The group has a policy of offering competitive remuneration for the executive management based on current market standards as well as on group and individual performance. The board has established guidelines for determining pay and other remuneration for members of the executive management.

Remuneration consists of a basic pay element combined with a performance-based bonus scheme (both short and long term) linked to the group's financial and operational performance. The maximum annual pay-out from the bonus scheme is limited to 12 months of gross base pay (at the time of payment). The management group participates in the group's insurances, and may be entitled to certain fringe benefits, such as free newspaper, car and phone.

The board has prepared a statement on the determination of salaries and other benefits payable to senior executives. The guidelines were presented to and adopted by the 2023 AGM. Further details relating to the pay and benefits payable to the CEO and other senior executives can be found in note 7 to the financial statements included in the 2025 annual report and in a separate remuneration report that can be found at the group's website.

Information and communications

Investor relations

Investor relation (IR) activities at Europris ASA aim to ensure that the information provided to financial markets gives market participants the best possible foundation for a correct valuation of the group. The group communicates in an open, precise and transparent manner about its performance and market position in order to give financial markets a correct picture of its financial condition and other factors which may affect value creation. The group complies with the Oslo Stock Exchange code of practice for IR, last updated in March 2021. The group has adopted an IR policy, which is available in a condensed form on the website at https://investor.europris.no.

All market participants will have access to the same information published in English. All notices sent to the stock exchange are made available on the group's website at https://investor.europris.no and at https://newsweb.oslobors.no. The CEO, CFO and Head of IR are responsible for communication with shareholders and analysts in the period between general meetings.

Financial information

Interim reports are published on a quarterly basis, in line with Oslo Stock Exchange recommendations. In connection with the publication of its interim results, the group holds open investor presentations to provide an overview of its operational and financial performance, market outlook and future prospects. These presentations are also made available through webcasts on the group's website.

Take-overs

No defensive mechanisms against takeover bids are provided in Europris' articles of association. Nor are any other measures implemented specifically to hinder the acquisition of shares.

Deviations from the code: The board has not established written guidelines for how it should act in the event of a takeover bid. Since such circumstances are normally one-off by nature, drawing up general guidelines would be challenging.

Were a takeover bid to be made, the board would consider the relevant recommendations in the code and whether the specific circumstances permit compliance with the recommendations in the code.

Auditor

The group's auditor, Deloitte AS, was appointed by the general meeting and is independent of Europris ASA. The board has received a written confirmation from the auditor that requirements for independence and objectivity have been met.

The board requires the auditor annually to present to the board and the audit committee a plan covering its main auditing activities and a review of the group's internal control systems, including identified weaknesses and proposals for improvement. In addition, the board requires the auditor to attend the board meeting dealing with the group's annual report including financial and sustainability statements in order to highlight any material changes to accounting principles, comment on any material estimates, and report on any topics where a significant difference of opinion exists between auditor and management.


Corporate governance

At least once a year, the auditor and the board hold a meeting without any representatives of the group's executive management being present. The auditor normally attends all meetings in the audit committee.

The board has established guidelines for any work performed by the auditor. All material services, audit-related and otherwise, must be approved in advance by the audit committee. The CFO is authorised to approve such services on condition that (1) services approved by the CFO are reported to the next meeting of the audit committee, (2) such services must need to be approved at short notice to

protect the group's interests, (3) such services, following a case-specific evaluation, do not affect the independence of the auditor and (4) the service amount to a maximum of NOK 250,000 and is of a "normal" nature.

The board will inform the AGM about the remuneration payable to the auditor, broken down between auditing, assurance related to the sustainability statement and other services. The AGM approves the auditor's fees. For further information about remuneration of the auditor, see note 6 in the 2025 financial statements.

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Corporate governance

Risk and risk management

Risk management is an integral part of the group's governance framework and supports the achievement of the strategic and financial objectives. The group applies a structured and systematic approach to identifying, assessing, and managing risks in order to ensure stable and efficient operations and compliance with applicable laws and regulations. While the risk management process primarily focuses on mitigating downside risks, it also considers opportunities which may support long-term value creation.

The board of directors has overall responsibility for the group's risk management and internal control systems, and monitors risks across the value chain. The board reviews the group's risk register annually, including risk management and internal control procedures. Risk classification is subject to periodic review by management to identify changes in risk exposure and to follow up on agreed mitigating actions. For each key risk category, risks are identified and assessed based on the likelihood of occurrence and potential impact. More details can be found in the tables below.

In 2025, cyber risk was among the most central topics on the agenda. Cyber risk is considered one of the group's most critical risk factors, and continuous efforts are made to strengthen preventive measures and risk-mitigating actions across the organisation.

In addition, attention has been given to identified high risks in the group's double materiality assessment. These include transition and physical risks related to climate change (E1), reputational risks concerning the sale of products linked to deforestation and loss of biodiversity (E4), and financial risk related to the adaptation of circular regulatory requirements. (E5). Furthermore, reputational risk related to consumers and end-users has been a focus area, particularly in connection with the sale of products which may pose safety risks (S4).

Finally, geopolitical developments remain a key external risk factor. Heightened geopolitical uncertainty may result in increased volatility in supply chains, trade flows, and cost structures, and may influence consumer demand and regulatory environments. The group closely monitors geopolitical developments and incorporates relevant considerations into its risk management processes to enhance resilience and maintain operational stability.

Financial risk

Risk Description Risk management
Interest rate risk Interest rate volatility affecting the group's interest costs. The financial policy includes hedging interest rates. Sixty per cent of the group's long-term loan of NOK 1 billion is currently hedged: NOK 300 million maturing in 2027 and NOK 300 million maturing in 2030.
Liquidity risk Increased indebtedness affecting the group's ability to grow and posing a threat of breaching financial covenants. Projected cash flows are updated regularly, and the group has a solid financial position with sufficient cash and credit facilities available.
Credit risk Risk of customers defaulting. The group's exposure to credit risk is limited. Most revenues are settled by debit card or in cash. Trade receivables mainly relate to a limited number of franchisees, and historical credit losses have been insignificant. Sales to B2B customers represent an immaterial share of total revenues and have involved limited credit risk.

More details about financial risk management and related risks can be found in note 2 to the consolidated financial statements.


Corporate governance

Market risk

Risk Description Risk management
Natural disaster, extreme weather, conflict, pandemic, etc. Natural disasters, extreme weather and conflicts may affect the production and supply of goods and potentially impact footfall. The group sources goods from a large number of suppliers across different geographic regions, reducing the risk of simultaneous disruption to the entire value chain. The group can adjust its product range and campaigns based on availability, and online shopping and click and collect provide alternatives to physical store visits. While extreme weather events may occur more frequently, they are not expected to affect the entire geographic area for extended periods, and the related risk is therefore considered manageable.
A pandemic, depending on restrictions imposed and customer behaviour, could have either a positive or a negative impact. The group's store network is geographically diversified across Norway and Sweden and consists primarily of independent stores located outside shopping centres, which reduces the risk of simultaneous impact from common restrictions. The group also serves an important societal function, offering a low price product range that meets essential everyday needs for households.
Macroeconomic environment Changes in the macro-economic environment which reduce consumer spending. The group's concept is resilient in uncertain times, with a large and accessible store network, a broad product offering at competitive prices, and attractive campaigns. A wide range of products and price points also allows customers to trade up and down. The operating model is based on low costs to keep sale prices as low as possible. Forecasting and planning models are detailed so that the group can react in a timely manner for a relatively large part of the product range if the outlook for consumer spending changes.
Competition Significantly increased competition in the market. The group follows developments in the market closely through regular reporting of market data as well as through its own competitor analysis. Price surveys are conducted regularly to monitor the group's competitiveness on a continuous basis. Categories are regularly upgraded, to stay relevant and in line with customer demands. The wide variety of categories offered by the group, also enables it to reduce its product offering in categories facing strong competition while introducing new products in categories where competition is less intense.
Digitalisation Change in shopping patterns as a result of digitalisation. While consumer behaviour continues to evolve, including through increased use of AI driven digital solutions, physical stores have proven resilient and remain central to customers due to low prices, accessibility and their role as local meeting places. Digital initiatives, including websites and customer clubs, are primarily intended to support the physical store network through customer information, targeted marketing and increased store traffic. A significant share of the range consists of low value products less suited for online distribution. In addition, the group has online presence in selected categories through the Lekekassen and Strikkemekka groups.
Sustainability Change in shopping patterns as a result of sustainability considerations. Sustainability forms an integrated part of the group's strategy and is taken into account in product development and strategic initiatives. Failure to adapt to legal requirements or climate-related changes in customer expectations could harm the group's market position and expose it to reputational risk. The ambition is to offer affordable sustainable products, by integrating circular sourcing strategies and actively working to decouple sales growth and GHG emissions. In addition, in line with group strategy all products sourced from risk areas will come from socially audited suppliers within 2030.
Purchasing prices Increased purchasing prices, including currency rate volatility, sustainability transition cost and rises in other costs. Purchase price increases and general cost developments affect the group and its competitors similarly and have historically been absorbed by the market. To mitigate foreign exchange risk, the group's financial policy, approved annually by the board, includes a currency hedging strategy whereby purchase orders in USD and EUR are hedged for up to six months. This provides flexibility to adjust retail prices and has historically proven effective during periods of significant volatility in currency, or for other input factors.

Corporate governance

Operational risk

Risk Description Risk management
IT infrastructure, including cyber risk Damage to IT infrastructure and risk of cyber-attack. The group has good routines for backup and data security. Extensive IT security tests, both physical and digital, are carried out and deviations handled and improved on an ongoing basis. The group has agreements with third-party providers to monitor logs continuously for rapid identification of any security breaches, and a cyber incident agreement which ensures swift assistance should anything arise.
In recent years, the group has made significant investments in IT systems to reduce cyber-related and operational risk, in addition to strengthen system stability. Training of employees is done on a continuous basis, as a preventive measure and to increase awareness.
Central infrastructure, property Loss of operating facilities affecting operations. The group's buildings are properly protected against fire, and fire drills are conducted regularly. The group's assets are covered by full-value insurance in addition to business interruption policies.
Product risk Risk if a product harms people, animals, property or the environment. The group sources products from reputable, well established suppliers with demonstrated expertise within their respective categories and product types. Product quality and safety risks are managed through quality testing prior to product approval and sale. Suppliers associated with higher risk products are subject to enhanced monitoring and follow up, and established procedures are in place for product recalls and withdrawals. The group also maintains insurance coverage to mitigate product related risks and potential consequential damages.
The group has implemented a comprehensive set of mitigating measures across all material environmental topics aligned with sustainability ambitions.
Supply chain Disruption to the supply chain leading to shortages of goods in stores. Logistics and supply chain risks are managed through a diversified and flexible logistics setup. The group has a fixed agreement with a reliable logistics provider for inbound freight of long haul goods to the Norwegian operations, and agent agreements in place for the Swedish operations.
Outbound logistics are handled by several transport providers, allowing volumes to be reallocated in the event of disruptions at individual suppliers. Alternative transport solutions may also be evaluated if required.
In addition, inventory levels in stores are maintained at a level that enables operations to continue for a period of time without new deliveries, thereby reducing the impact of short term supply chain interruptions.
Regulation and compliance Breach of regulatory or legislative requirements resulting in financial penalties and/or reputational damage. The group has established policies and procedures governing key areas such as ethical trade conduct, diversity and equality, anti corruption, anti competitive behaviour, data protection, GDPR and corporate governance. These policies are reviewed annually by the board, and relevant employee training is conducted at least on an annual basis. Increased regulatory focus on sustainability (ESG) and expanded reporting requirements represent an evolving compliance risk. The group is actively preparing for and adapting to new regulatory requirements, including reporting in accordance with the Corporate Sustainability Reporting Directive (CSRD).

32

Sustainability statement

General disclosures

33
- General basis for preparation 34
- Governance 35
- Strategy 37
- Impact, risk and opportunity 43

Environment

48
- Taxonomy 49
- Climate change 52
- Biodiversity and ecosystems 70
- Resource use and circular economy 73

Social

83
- Own workforce 84
- Workers in the value chain 97
- Consumers and end-users 105

Governance

114
- Business conduct 115

Appendix

119
- Appendix A - ESRS Index 119
- Appendix B - Table of other EU legislation 122
- Appendix C - Independent sustainability auditor's limited assurance report ##


33

General disclosures

ESRS 2 BP 1-2 Basis for preparation
ESRS 2 GOV 1-5 Governance
ESRS 2 SBM 1-3 Strategy
ESRS 2 IRO-1 Impact, risk and opportunity management

General disclosures

Basis for preparation

// ESRS 2 BP-1

General basis for preparation

The consolidated sustainability statement is prepared in accordance with the European Sustainability Reporting Standards (ESRS), meeting reporting requirements in CSRD. All information included in the sustainability statement have been assessed as material according to the double materiality assessment (DMA).

The DMA covers all activities in the group considering the upstream and downstream value chain when assessing material topics. Policies, actions, metrics and targets are focused on the parts of the value chain that are relevant to the issues being addressed. No material information has been omitted due to intellectual property, know how, innovation or sensitivity concerns. The sustainability statement is reviewed in accordance with limited assurance by an independent auditor. Please see the auditors limited assurance report on page 129.

Consolidation

The figures are consolidated according to the same principles as the financial statements, where the group comprises Europris ASA and its subsidiaries. However, the climate inventory is calculated based on the principle of operational control. Franchises are considered under operational control, and their emissions are included in the inventory by adding them to the group's total emissions.

Segments

The group consists of two segments, Norway and Sweden. The Norwegian segment includes Europris ASA, Europris Holding AS, Europris AS, Europris Butikkdrift AS, Lekekassen Holding AS and Strikemekka Holding AS. The Swedish segment consists of Runsvengruppen AB, ÖoB AB, Runsven AB, Runsven Fastighets AB and ÖoB Finans AB. When referring to Europris, the group refers to the Norwegian segment excluding Lekekassen and Strikemekka. When referring to ÖoB, it refers to the Swedish segment.

The corporate governance section applies to the group. For descriptions on material impacts, risks, opportunities, policies, processes, actions, targets and metrics, the report will explicitly address if they only apply to some parts of the group.

// ESRS 2 BP-2

Time horizons

In general, the time horizons applied are in accordance with those defined in ESRS 1; short- (< 1 year), medium- (1-5 years), and long-term (> 5 years). For the climate risk assessment, short- and medium term equal the group's 2026 and 2030 targets, and long-term equals the 2050 target.

Estimates and outcome uncertainty

Estimates are partly used in environmental metrics and in targets related to energy use, GHG and FLAG emissions, contractual instruments, biological and technical material inflows and waste. In the entity specific target on socially audited suppliers, an estimate of purchase cost is utilised. The sources of measurement uncertainty, as well as the assumptions, approximations, and judgments made, are specified in sections marked with E1-5, E1-6, E5-4, E5-5 and S2-5. In general, a higher proportion of estimated data will be used for ÖoB compared to the rest of the group.

Changes in preparation or presentation of sustainability information

When changes occur compared to the previous reporting period, the changes and reasons are stated throughout the report. Revised comparative figures and differences compared to preceding periods are disclosed where it is relevant.

The most significant change in preparation of information is the reporting of topic E4. For 2025, it is reported according to phase-in requirements, which means a more brief overview of the policies, actions and targets related to the material topic compared to the previous year.

For 2025, the materiality for S1 was determined on a sub-sub topic level, which led to changes particularly in the actions and metrics reported by the group.

In the Annual report 2024, section E1-5 and E1-6, gross profit was used to calculate energy and GHG intensity. In this year's report, net revenue, as reported under "Revenue" in the Consolidated financial statements, is used.

Reporting errors in prior periods

The group has identified some prior period errors, however, they are not considered material. In section E5-4 on resource inflows, the reported amount of biological and technical material included a full year estimate for segment Sweden, while the correct period was May to December 2024. This has been corrected. As for the calculation of turnover in section S1-6, a formula error has been corrected. The same applies to a formula error in the calculation of 2024 scope 3, category 11, GHG emissions. The errors and corrections are described in the corresponding chapters.


General disclosures
35

Disclosures stemming from other legislation of generally accepted sustainability reporting pronouncements

  • A table of the data points that derive from other EU legislation is listed in appendix B.

Incorporation by reference

  • ESRS index: All disclosure requirements reported on according to the ESRS is listed in appendix A.
  • Information on strategy and business model can be found in the directors report on page 11. Significant markets, headcounts per country and total revenue can be found in the section of “The group at a glance” on page 4.

Governance

// ESRS 2 GOV-1, GOV-2 and G1 GOV-1

The administrative, management and supervisory bodies

The figure illustrates key roles directly involved with sustainability in the group

img-0.jpeg

Roles and responsibilities overseeing material impacts, risks and opportunities

The board oversees all material impacts, risks and opportunities (IROs) the group has related to sustainability.

The Corporate Governance Manual outlines the overarching principles for corporate governance and ownership management. It includes instructions for the CEO, the board, and the audit and remuneration committee.

The audit committee has an overarching responsibility to oversee the sustainability reporting. The committee reports and makes recommendations to the board on matters related to both financial- and sustainability reporting, and the board retains responsibility for deciding on and implementing such recommendations. The responsibility for managing material IROs is delegated through the CEO to the management group and the key roles in the organisation as illustrated in the figure above.

The sustainability department is organised in conjunction with the strategic division and led by the VP of Strategy and Sustainability. Head of Sustainability, reports to the VP of Strategy and Sustainability, and ensures that ESG priorities and performance indicators are embedded in the corporate strategy, as well as implementing plans, assessing and


Governance

incorporating the work across the organisation. Day-to-day management of material IROs and reporting on these is handled by resources located in the sustainability and finance departments and supervised by the management group. The group leverages its experienced resources in finance and sustainability, complemented by external consultants when needed. This ensures that the group has a strong understanding of ESG matters and is well-positioned to effectively manage material IROs.

The process to govern and oversee material IROs, including metrics, targets and the implementation of policies, is handled through the following procedures: The management and the board are kept informed on sustainability-related activities, in quarterly reporting and in relation to board meetings. Furthermore, sustainability as a standalone topic is reviewed by the board at least once a year, with specific themes addressed more frequently if needed. In June 2025, the board reviewed the status of the first-year sustainability reporting. The session highlighted the material topics reported and outlined the strategic initiatives implemented across the group. The board also received an update on the group strategic project addressing sustainable products and related communication.

The VP of Strategy and Sustainability, together with the rest of the management group, conducts an annual review of the group's strategic initiatives. As part of this, consideration is made to ensure IROs are properly addressed where applicable.

Sustainability-related risks and opportunities are reported to and approved by the board annually as part of the risk management process presented on page 29. For 2025, high risks identified through the double materiality analysis (DMA) were included in the overall risk management process. Trade-offs and the group's decisions on major transactions related to IROs will naturally be considered as part of the process.

In order to ensure that corporate culture reflects the group principles established by the governing bodies, the responsibility for managing the IROs related to business conduct is delegated by the board through the CEO and management group to the relevant middle management in the organisation.

Expertise on sustainability matters

Ensuring expertise of administrative, management and supervisory bodies on governance and business conduct matters is crucial to ensure compliance and long-term sustainability and value creation. Several members of the board have experience in sustainability topics and business conduct matters that are material to the group. One example is through the academic sustainability discipline at the Norwegian Business School where one director obtained a certificate on sustainable business strategy. Experience with ethical sourcing, supply chain management and procurement is also highly relevant.

// ESRS 2 GOV-3

Incentive schemes

Incentive schemes in the group are reviewed and updated once a year by the management group, approved by the CEO and overseen by the board. The board holds exclusive responsibility for setting and overseeing the CEO's incentive plan. Metrics and targets related to the sustainability strategy are incorporated in all bonus agreements of the executive management and all other employees with individual bonus agreements. For all employees that have bonus agreements, at least 20 per cent of the bonus shall be connected to ESG-related issues and all members of the management group have ESG targets linked to climate mitigation aligned with the approved science-based targets. For the C-Suite level, the total bonus linked to climate mitigation varies between ten and twenty per cent.

// ESRS 2 GOV-4

Statement on due diligence

The table below outlines where in the sustainability statement the group provides information on the due diligence processes, including how the main aspects and steps of the due diligence processes apply. All suppliers are required to sign the group's Code of Conduct, or confirm adherence to a code of conduct that is equivalent to the group's requirements, prior to entering into an agreement. To ensure compliance, the group conducts annual due diligence assessments and employee training as well as supplier dialogue, audits and meetings.

Core elements of due diligence Sections in the sustainability statement
Embedding due diligence in governance and organisation ESRS 2 GOV-2 (p.35), G1 (p.127), S2 SBM-3 (p.110 and S2 Actions (p.103)
Engaging with affected stakeholders ESRS 2 SBM-2, S2 (p.113)
Identifying and assessing adverse impacts ESRS 2 IRO-1 and SBM-3 (p.110)
Taking actions to address these adverse impacts S2 Actions (p.103)
Tracking the effectiveness of these efforts S2 Actions (p.103)

Governance

// ESRS 2 GOV-5

Risk management and internal controls over sustainability reporting

The reporting team has proactively addressed risks to mitigate potential issues, ensuring the reliability of the sustainability statement. Several risks have been identified. One of the biggest risks is ensuring that correct data is received on time. Delays in data collection could impact the accuracy and timeliness of analyses, leading to potential disruptions in decision-making.

Another challenge is the reliance on specialised resources. Given the complexity of the regulatory framework, it is crucial to have experts with the right knowledge to interpret ESRS and provide accurate responses. Without this expertise, there is a risk of misinterpretation or non-compliance.

In order to mitigate risks, the group implemented a sustainability reporting system in 2024. One of the key functions of the system is to strengthen internal controls of the reporting process. It ensures the completeness of data collection and serves as a tool for documentation and project management. The group also utilises a system for creating the GHG inventory to ensure quality in calculations and documentation.

Another strategy to mitigate the risks described, was to establish a steering group for ESG reporting as illustrated in the figure above on page 35. The steering group's main objectives are to drive progress, ensure readiness, and maintain compliance with the ESRS reporting requirements. The steering group includes representatives from finance and sustainability. The VP of Strategy and Sustainability has the strategic oversight of the reporting process. The sustainability

controller performs thorough internal controls on external sources, for all datasets, ensuring data integrity and accuracy. To further support the reporting process, external consultants are available as backup, providing expertise and assistance when needed.

Risk prioritisation is closely linked to a structured approach in reviewing key data points. The process starts by reviewing the largest figures, identifying significant year-over-year changes and analysing underlying causes behind any such changes.

To maintain accuracy and reliability, the four-eyes principle is applied to the report. This ensures that at least two individuals with relevant expertise in their respective areas have reviewed the content, performing a thorough quality check to verify its correctness.

Additionally, well-defined procedures are in place for data collection and calculations, ensuring consistency and accuracy throughout the reporting process. These measures collectively strengthen internal controls, enhance data integrity and support compliance with sustainability reporting standards.

The audit committee is responsible for overseeing the quality of the sustainability statement in the annual report. In collaboration with the internal steering group for sustainability reporting, and the external auditor, the committee evaluates the process related to the reporting of sustainability data. The committee reports the result of the review to the board. This was done as part of the interim audit process in October 2025, and finalised in March 2026.

Strategy

// ESRS 2 SBM-1

Strategy, business model and value chain

The group's vision is to be the preferred choice for customers seeking convenient, smart and affordable shopping experiences. Within this vision lies a strong ambition to make sustainable yet affordable products available to everyone. Sustainability is therefore embedded across the group's strategy, business model and value chain activities.

The group's value chain extends from raw material extraction to end-of-life waste management. Sustainability considerations are being integrated into sourcing and

procurement practices through the prioritisation of suppliers and products that meet defined environmental and social standards. Efforts focus on minimising ecological footprints across the supply chain by fostering transparency, reducing emissions and promoting responsible resource use.

The group's climate ambitions are aligned with the objectives of the Paris Agreement, including a long-term ambition to achieve net-zero emissions by 2050. Progress towards these ambitions is closely linked to sourcing decisions, product requirements and collaboration with suppliers across the value chain.

Responsible business conduct is a key principle in the execution of the business model, with particular emphasis on


Strategy

social compliance and responsible sourcing practices. This includes establishing and monitoring consistent supplier requirements and promoting a coordinated, group-wide approach to social compliance across sourcing activities.

The execution of the strategy is dependent on motivated, skilled and engaged employees. Ensuring an attractive workplace that supports employee well-being and development is therefore considered important for delivering on the group's strategic ambitions and long-term sustainable growth.

As the group continues its journey, several key challenges have been identified, along with critical solutions and projects to address them:

  • Progressing the climate action plan to meet climate goals.
  • Enhancing product circularity in line with evolving regulatory requirements.
  • Strengthening ESG data quality and completeness across the product portfolio.
  • Further embedding a coordinated group-wide approach to social compliance in the value chain.

Additional information on how the strategy relates to the business model and the value chain is described in the directors' report on page 11.

The group has a value chain with upstream activities in multiple sectors, globally. The value chain is simplified in this visualisation and has nine steps from raw material production to waste management.

Upstream Own operations Downstream
1 Raw material production 5 Head office 6 Customer
2 Transport 6 Storage 9 Waste management
3 Material processing 7 Retail
4 Production

img-1.jpeg


Strategy

The table summarises the sustainability related goals linked to the group's overall strategic ambitions:

Material topic Metric Actual 2025 Targets Measurement
2025 2030

Strategic ambition: to reduce emissions in line with the Paris Agreement with a target of reaching net zero by 2050

Climate change Reduce scope 1 and 2 GHG emissions by 42% (2030 vs. 2021) 48.4 (18.7) (42) Percentage change in tCO2e-emissions from 2021 (measured yearly)
Reduce scope 3 GHG emissions by 25% (2030 vs. 2021) (18.3) (11.1) (25) Percentage change in tCO2e-emissions from 2021 (measured yearly)
Reduce scope 3 FLAG emissions by 30% (2030 vs.2021) (29.4) (13.5) (30) Percentage change in tCO2e-emissions from 2021 (measured yearly)
Increase energy efficiency in stores by 2030 to 80 kWh/m2 (20%) 90.3 94 80 kWh per square meter. Base year is 2022 (measured quarterly)

Strategic ambition: to give everyone the opportunity to make sustainable choices, and be a pioneer for affordable sustainable products

Resource use and circular economy Maintain a low complaint rate on durable goods to promote durability (%) 0.24 < 0.34 < 0.34 Complaints in percentage of number of items sold, within durable goods (measured quarterly)
Provide spare parts for relevant durable goods to enable repairability (%) 11.3 Target not defined Target not defined Percentage of relevant durable goods with spare parts (measured yearly)
Reach an overall sorting rate of 90% by 2030 85.8 86.0 90.0 Percentage of total amount of waste that is sorted (measured quarterly)
Consumers and end-users Annual increase in share of total chain sales from third-party certified products 14.0 > 11.5 > 2029 Percentage of total chain sales from third-party certified products (measured monthly)
Zero recalls on own sourced products 1 0 0 Number of recalls on own sourced products due to a safety issue, defect, or violation of regulations that could pose a risk to consumers (measured yearly)

Further explanations of the figures and the measures implemented can be found in the topic chapters for each area


Strategy

The table summarises the sustainability related goals linked to the group's overall strategic ambitions:

Material topic Metric Actual 2025 Targets Measurement
2025 2030
Strategic ambition: to be an attractive workplace where employees thrive and experience personal development
Own workforce Ensure a balanced split between men and women in leading positions 54/46 Min. 40% women and men Min. 40% women and men Share of female vs. male employees in leading positions (top management and store managers) (measured yearly)
Be an attractive workplace 6.3 ≥ 6 ≥ 6 Score in annual employee survey on a scale of 1 to 7 (measured yearly)
Give people the opportunity to be included in work life 370 Target not defined Target not defined Number of people via the Norwegian Labour and Welfare Administration (NAV) (measured quarterly)
Sickness absence 6.8 < 7.5 < 2029 Sick leave days in percentage of total number of working days (measured monthly)
Strategic ambition: to source products responsibly by safeguarding human rights and promoting ethical practises across the value chain
Workers in the value chain All products sourced from high-risk areas will come from socially audited suppliers 95.9 > 90.5 100 Percentage of purchase cost from factories audited before or during 2025 (measured quarterly)

Further explanations of the figures and the measures implemented can be found in the topic chapters for each area


Strategy

// ESRS 2 SBM-2, S1 SBM-2, S2 SBM-2 and S4 SBM-2

Interests and views of stakeholders

Information acquired from communication with stakeholders is a crucial input in the double materiality assessment process. Stakeholders are identified as parts of the group's value chain, by understanding who is affected by or can affect the group's business practices. In brief, the stakeholders expect the group to use its influence throughout its value chain to induce a sustainable retail industry. The analysis did not differentiate between company-owned stores and franchise stores.

Customers: Customers are increasingly conscious of environmental and social impacts. Their preferences drive demands to adopt sustainable practices, offer eco-friendly products and embrace ethical sourcing. Customer interaction is tracked through brand-tracker surveys, and the group interacts with customers through newsletters, social media, leaflets and websites in addition to the customer service available through email and phone.

Suppliers: Sustainable supply chain management is important to ensure that the suppliers adhere to the environmental standards and labour practices specified, which extends the commitment to sustainability throughout the supply chain. This interaction can be described as ongoing dialogues, annual vendor summits and one-to-one meetings. The group's sourcing office in China occupies a key place in the relationship and interactions with suppliers in Asia.

Employees: The employees function as integral stakeholders in the sustainability efforts by advocating for, implementing and introducing sustainable practices throughout the organisation. They help in embedding the culture of sustainability, provide valuable feedback, educate and raise awareness, ensure compliance and function as ambassadors for the commitment to sustainability. Additionally, employees are a key stakeholder group, as they are directly affected by the group's activities in their daily work and, in turn, significantly influence the group through their actions and performance. The group engages and collaborates with them through a wide range of channels to ensure their views and interests are heard and respected. The channels are one-to-one meetings, personnel meetings, annual employee surveys, workplace interaction and the intranet, working environment committees, kick-offs, the annual sustainability week as well as accessible whistleblowing.

Banks and funding: To secure funding on competitive terms, the group needs to demonstrate a genuine willingness to contribute positively with ESG. Financial institutions or other sources of funding will take into account the work on these topics and the progress and ambitions for the future when evaluating risk and considering whether to offer funding and at what margins. Dialogue is mainly conducted through regular one-to-one meetings.

Investors and analysts: Analysts can influence investor and public perception, highlighting the efforts with regard to sustainable practices. Given a growing trend towards responsible investment, investors are more likely to choose companies which demonstrate a commitment to sustainability, ensuring that their investments contribute to positive environmental and social outcomes. Meetings are held with analysts and investors along with quarterly roadshows and investor seminars.

NGOs: Collaboration with organisations such as Green Dot, Amfori, Virke and Norwegian Retailers Environment Fund highlights the group's commitment to sustainable practices. These partnerships provide expertise, resources and support for implementing sustainable best practice. Important points of contact are meetings, seminars and courses.

Local communities: Engaging with local charities and other partners can help understand and address community-specific environmental and social issues, and strengthen the role as a responsible local player. The group engages through one-to-one meetings or calls.

Government and regulators: These bodies determine the legal framework for sustainable practices through regulations. Compliance with environmental legislation and regulations is a key aspect of corporate sustainability. Enhanced legal requirements in areas such as climate adaptation, human rights due diligence, transparency and traceability (EUDR), packaging (PPWR), the EU taxonomy, and regulations on circularity are highly relevant to the group. Engagement may occur through meetings, but most often through publicly available information and guidance provided by government authorities.


Strategy

The group's stakeholders are aware of the importance of ESG topics and the need for a strategic approach to integrate them into business operations. They recognise the potential for both risks and opportunities associated with ESG factors

and the importance of continuous improvement and adaptation to meet evolving standards and expectations. Below are the top three topics concluded from stakeholder interviews:

  • Product lifecycle and environmental impact: initiatives to enhance product sustainability and reduce environmental impact, with a strategic focus on eco-friendly and energy-efficient products.
  • Supply chain transparency and labour conditions: there is a clear emphasis on ensuring ethical labour practices and improving transparency throughout the supply chain.

The group understands the interests and perspectives of its key stakeholders concerning strategy and business model as summarised above. Based on this understanding and during the reporting year, the group has worked on strengthening ESG data and the transparency on how it is communicated to the end consumer. In the short to medium term the group expects adaptation towards ESG regulations on circularity and more transparent reporting and communication for the products sold to address the interests and views of the stakeholders. This involves communicating clear supplier demands and collecting data on recycled materials and recyclable packaging in products.

The management group is informed about the views and interests of affected stakeholders through processes such as the review and revision of the double materiality analysis. Further, the board, key members of the management group, and other essential roles within the organisation are provided with insights from the annual customer survey which addresses sustainability issues, as well as from the employee survey. The illustration below summarises key engagements from each stakeholder group.

Local communities Customers Suppliers
·Biodiversity and ecosystems ·Equal opportunities for all ·Community culture ·Efficient resource use and recycling solutions ·Responsible products and procurement ·Product quality and safety ·Appropriate labelling ·Communication and collaboration ·Optimise transport capacity ·Data sharing
Government Investors NGOs
·Employment and economic growth ·Corporate social responsibility ·Legal compliance ·Transparency ·Clear and systematic ESG work and reporting ·Supply chain management ·Corporate governance ·Dialogue ·Carbon footprint ·Responsible procurement and supply chain management ·Efficient resource use and circularity
Employees Banks and funding
·Training and development ·Favourable working conditions ·Commitment to sustainable practices ·Corporate governance ·Risk management ·Legal compliance ·Transparency

Impact, risk and opportunity management

Impact, risk and opportunity management

// ESRS 2 IRO-1

Double materiality assessment

The double materiality assessment (DMA) conducted in 2024 was updated in 2025, see section on changes since last year on the following page. The methodologies and assumptions are consistent with the principles and guidance from EFRAG and form the basis for reporting in accordance with CSRD.

The scope of the assessment included all group operations and subsidiaries. The assessment followed the entire value chain from raw material production to waste management. The assessment did not go into detail on each product line, but considered impacts, risks and opportunities associated with each product category.

The assessment was organised as a project with a steering group with relevant roles from the management group and a project group with representatives covering material business areas to ensure insights and ownership. The project group collected the insights, scored topics and prepared the assessment and decision-making materials to the steering group. The steering group and management group received updates on the progress through regular meetings and made decisions throughout the process including approval of final material topics.

Understand and identify

The DMA project was conducted through four phases which were understand, identify, assess and determine. The first phase consisted of stakeholder interviews, and reviews of major trends and regulations in the retail sector to gain a thorough understanding of the group's value chain, stakeholders and activities.

Interviews were conducted with a total of ten internal and external stakeholders. Internally, the representatives included category management, HR, compliance, logistics and operations. External stakeholders represented NGOs of value chain workers, investors and suppliers.

In the second phase, the project identified actual and potential impacts, both negative and positive, and risks and opportunities related to each part of the value chain. The project group considered the connections of the group's impacts and dependencies with the risks and opportunities that may arise from those impacts and dependencies when identifying and assessing the IROs. As an example, the group, being a player within affordable variety retail, recognises its dependency on low priced, resource-intensive goods and its impact on the environment and workers in the value chain, and the potential conflict between these dependencies and impacts. In phase three, the project assessed the consequence and probability of actual and potential impacts, risks and opportunities.

The four phases of double materiality assessment

1. Understand 2. Identify 3. Assess 4. Determine
Understand the groups context related to impact, risk and opportunities including the group's activities, business relationships, ESG context and stakeholders. Identify impacts, risks and opportunities, through analyses and discussions with internal and external stakeholders and experts. Compile a gross list. Assess materiality based on consequence and probability. Establish the final list of material topics based on an assessment of the materiality of the impacts, risks, and opportunities. Decide threshold values to determine which topics will be covered in future sustainability reporting, and to create an internal common understanding of the assessments and decisions.
Workshops
Document review
Interviews
Existing analysis

Impact, risk and opportunity management

Scoring

All identified IROs have been assessed and scored to determine their materiality. The scoring matrix was based the existing risk management scale and the guidance in ESRS 1.

The materiality of each impact was assessed based on calculations on the average of scale, scope and irremediable character, multiplied by the likelihood. The materiality of a risk or opportunity was assessed by evaluating the nature of the effect, its magnitude and its likelihood of occurrence. The nature of the effect could be financial, reputational or related to the access to resources. The group agreed on threshold values for high, medium and low effects for each of these three dimensions, and the final assessment was based on the dimension where the highest effect was identified. The thresholds were aligned with those used in the group's overall risk management approach.

The working group conducted the scoring. The responsibility for assessment was assigned to the person in the working group with the most expertise within each sub-topic in the ESRS. The scoring was then evaluated across the IROs to ensure consistency, and adjustments were made. Based on the scoring, the materiality of impacts, risks and opportunities were classified as low, medium or high.

In the final fourth phase, threshold values were decided and the themes with a score above the threshold value thus became the group's material topics. The result of the assessment concluded that the group has fifteen material sub-topics across seven sustainability topics (see table page 47).

The full list of risks arriving from the double materiality assessment in 2025 has this year been integrated into the existing process for overall risk management. The group's risk matrix is presented on page 29.

Changes from previous year

The group conducted a comprehensive DMA and climate risk analysis in 2024 as described above. In 2025, the DMA was updated and the steering group did an overall assessment of previously identified material IROs, and an updated overall risk assessment by the group. For topic S1 on own workforce, the analysis was previously done on a sub-topic level, while for 2025, sub-sub topics were considered to better determine which metrics that were material for reporting.

Climate risk analysis

A climate risk analysis in line with the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD), was conducted in 2024 to identify the potential effects on business from climate change, and the corresponding risks and opportunities.

The TCFD-analysis covered the entire value chain, from the production and extraction of raw materials used in the production of goods to the end-of-life treatment of products sold. All parts of the group's own operations were considered.

The analysis followed a three-step process. In the first step, the group reviewed existing documentation and processes for risk management, as well as looking at peers' reporting of climate-related risks and opportunities. This first step left the group with an extensive list of potentially relevant climate-related physical and transition risks and opportunities. Transition risks are related to changes in regulations, technology, market and reputation.

The aim of the second step was to evaluate and prioritise the initial list and end up with a short-list of the most relevant climate-related risks and opportunities. Key personnel in the group, covering central parts of the business such as finance, sourcing, supply chain and operations, took part in the process.

Then, in the third step, the group assessed which of the physical and transition risks and opportunities the group's assets and business actives are exposed to that are material, based on a combination of the parameters likelihood, magnitude and duration. High level estimates of the financial effects on business of the identified risks and opportunities were developed.

Scenarios

Both physical and transition risks were evaluated in a low-emission and a high-emission scenario as listed in the table on the next page. At the time the analysis was conducted, these scenarios were considered the most appropriate to use given the available data and scientific consensus on potential climate futures. The choice of scenarios reflected prevailing assumptions about developments in public policy, macroeconomic trends, energy mix, and technological progress.

A key constraint of the scenarios is the uncertainty of the future outcomes of the many variables included. Another limitation is the global nature of these scenarios not reflecting the geographical variations in the expected physical hazards and transition events. Nevertheless, the scenarios are useful in identifying the differences in risks and opportunities for the group's business and value chain associated with climate change. Details on the scenarios are provided in the table below.


Impact, risk and opportunity management

Climate-related hazard or event Scenario Description Source
Physical hazards RCP 2.6 / SSP1-2.6 Global warming is limited to 2°C as greenhouse gas emissions are reduced significantly, approaching net zero in 2050. There is a shift to low carbon energy-sources and significant improvements in energy efficiency and reforestation, driven by global cooperation on climate policies. Population growth is low to moderate. The carbon price is high. Some, but not extreme, changes in climate and weather are observed. IPCC
RCP 8.5 / SSP5-8.5 Global warming exceeds 4°C as greenhouse gas emissions have doubled by 2050. Rapid economic growth and population increase in combination with low adoption of renewable energy, lead to a significant increase in use of fossil fuels. Deforestation and land use change continue. Climate policies are weak and environmental awareness low. The carbon price is low. Extreme changes in climate and weather is observed, and physical risks are significant. IPCC
Transition events Announced pledges scenario (APS) Global warming is limited to 2°C as all national energy and climate targets made by governments, including net-zero goals, are met in full and on time by 2050. The cost of clean technology is declining, electrification of transport increases, fossil energy demand peaks in 2030 followed by a decline, and the cost of carbon increases. Transition risks are significant. IEA
Business-as-usual (BAU) Global warming exceeds 4°C as the world continues on its present path with no new policies implemented. The use of fossil fuels continues to grow, development of new technology continues at current rates, and there is limited new regulation. The carbon price is relatively stable. Transition risks are limited. IEA

Currently, no climate-related assumptions, including considerations of these scenarios, have been made in the financial statement.

Time horizons

Time horizons in general and specifically for the climate risk analysis can be found on page 34.

Assumptions

In the analysis, some critical assumptions were made. Physical risks were considered to be lowest in the low-emission scenario, and higher in the high-emission scenario, while the opposite was assumed to be the case for transition risks. As increased regulation is assumed to be a prerequisite for achieving a low-emission world, the costs associated with new regulations and the cost of carbon are expected to increase in the low-emission scenario. Expectations from customers and employees related to a circular business model are expected to be higher than as of today, as climate change mitigation and adaptation is high on the political and regulatory agenda. In a low-emission scenario, suppliers are expected to adopt new and more energy-efficient production methods and invest in renewable energy, resulting in increased costs of goods sold.

In the high-emission scenario, climate-related regulations are assumed to be fewer. Increasing expectations from customers and employees are expected to be equally likely in the high-emission scenario as in the low-emission scenario, as the physical impacts of climate change become increasingly visible.

Physical risks

Climate-related physical hazards and their potential to affect the group's assets and business activities were identified and assessed. Both acute and chronic physical hazards were considered, such as more frequent flooding and storms and increased variability in temperature and precipitation. All physical hazards were evaluated both in the low-emission and in the high-emission scenario. Although some of the effects on assets and business activities can be felt on the short to medium-term in a low emission scenario, the associated risks were found to be more profound in the long run in the high-emission scenario.


Impact, risk and opportunity management

The expected life-time of the group's assets align for the most with the medium-term time horizon. Strategic plans and capital allocation plans are also made on a five year term and revised annually.

Geographic considerations were made regarding which physical hazards are most likely in Scandinavia, where the group's assets are located, and which hazards are more likely to affect various parts of the value chain. However, the analysis was not conducted at a specific geolocation level. High-level discussions were held on physical hazards potentially impacting the main areas of raw material production, final goods manufacturing, as well as the primary ports and transportation routes from suppliers in Asia and Europe to the group's warehouses and stores.

Transition risks and opportunities

Transition events and their potential to affect the group's assets and business activities were also identified and assessed. Regulations on products and changing consumer preferences and behaviour are some of the potential transition events that may affect the group's business.

All transition risks and opportunities were evaluated both on the low-emission and the high-emission scenario. The low emission scenario is not aligned with the 1.5 degree target, but in the upper range of the Paris Agreement's goal to keep global temperatures well below 2°C.

The associated risks and opportunities were considered to be more profound in the low-emission scenario. For the time being, the potential incompatibility of any assets and business activities with a transition to a climate-neutral economy has not been assessed, and the group has therefore not identified or assessed locked-in emissions or incompatibility with the requirements for Taxonomy-alignment.

Other IRO related information

The process to identify material impacts, risks and opportunities regarding resource inflows, resource outflows and waste (E5), followed the same methodology as the double materiality assessment described in this chapter. The group did not screen assets, activities, or consult with affected communities.

// ESRS 2 IRO-2

ESRS Index can be found on page 119.

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Impact, risk and opportunity management

//ESRS 2 SBM-3

Material impacts, risks and opportunities

The double materiality assessment has concluded that seven out of ten sustainability topics are material to the group. The table below shows the topics, sub-topics and sub-sub topics related to material impacts, risks and opportunities identified. The detailed list of IROs, including a description of where these are concentrated in the group's business model, own operations, upstream or downstream value chain, is included under each topic chapter. They also describe the expected time horizons of the impacts, where they originate from and trigger adaptation of the group's strategy and business model, as well as information about the resilience of the strategy and business model.

No risks or opportunities have been assessed to have a significant effect on the group's current financial position within the reporting year. Such financial effects are therefore not described further.

Changes from previous year

The updated assessment did not result in changes in material topics. The group has reviewed all material IROs, resulting in some changes in material IROs, particularly positive impacts and opportunities. The wording of other IROs has also been slightly adjusted.

Note: ESRS 2 SBM-3 §48, d, g, h and §49 are described in this chapter. The remaining ESRS 2 SBM-3 requirements are disclosed under each topical chapter.

Table of material sustainability topics and sub-topics

Material sustainability topics Sub-topics
Environment E1 Climate change • Climate change adaptation
• Climate change mitigation
• Energy
E4 Biodiversity and ecosystems • Impacts on the extent and condition of ecosystems
E5 Resource use and circular economy • Resource inflows
• Resource outflows
• Waste
Social S1 Own workforce • Working conditions
• Equal treatment and opportunities for all
S2 Workers in the value chain • Working conditions
• Other work-related rights
S4 Consumers and end-users • Information-related impacts
• Personal safety
Governance G1 Business conduct • Corporate culture
• Corruption and bribery

48

Environment

Taxonomy

E1 Climate change
E4 Biodiversity and ecosystems
E5 Resource use and circular economy

Taxonomy

Taxonomy

Introduction

2025 is the third year the group reports the disclosures required by the EU taxonomy. This report describes to what extent the group's activities are considered to be environmentally sustainable pursuant to the EU taxonomy.

The EU taxonomy is an internationally recognised classification system with specified requirements for defining sustainable economic activities aimed at reorienting capital flows towards sustainable investments and helping to navigate the transition to a low-carbon society, as well as at fostering a resilient and resource-efficient economy for investors and companies. It aims to contribute to reaching EU's climate and environmental targets for 2030 and the objectives of the European green deal.

The 2025 taxonomy report has been updated to reflect the recent amendments introduced by the European Commission through Commission Delegated Regulation (EU) 2026/73 of 4 July 2025. This regulation amended Delegated Regulation (EU) 2021/2178 with the purpose of simplifying the content and presentation of information to be disclosed concerning environmentally sustainable activities.

The following describes the way the group's economic activities regulated under the EU taxonomy have been identified and how their alignment has been assessed in the reporting year.

Eligibility screening

Process

The eligibility assessment followed Commission Delegated Regulation (EU) 2021/2139 and its subsequent amendments. In line with the simplifications of the EU taxonomy, a materiality assessment of the group's economic activities was conducted in 2025. Activities whose associated turnover, capex or opex fall below the materiality threshold in the amended regulation are considered immaterial and are excluded from further assessments. The identified immaterial activities primarily relate to supporting functions and operating costs necessary to run and maintain the retail business, including transport services, maintenance and personnel expenses. Accordingly, these activities all fall within the retail sector.

To identify eligible activities, all material economic activities were screened and evaluated. Instead of using NACE codes to identify potentially eligible activities, all economic activities under the taxonomy regulation and their descriptions have been assessed, since the description of an economic activity takes precedence over the NACE codes. A list of potentially eligible activities was drafted and discussed with key internal resources and external consultants.

The list was expanded vs. the 2024 reporting to include the Swedish segment. The retail sector, where most of the group's significant activities are located, is currently not covered by the EU taxonomy. Consequently, the group's operations as a discount variety retailer mainly falls outside the scope of taxonomy-eligible activities. However, some economic activities fall within other sectors which are included in the EU taxonomy, such as transport, construction and real estate activities, information and communication and services. Due to the adaptation of new simplifications and the associated materiality assessment, this year's assessment concluded the following eligible activities:

Construction and real estate activities

Apart from a small warehouse belonging to the Lekekassen subsidiary, and two houses to accommodate employees in Sweden, the group does not own any buildings. It leases its head offices, stores and other warehouses. However, construction activities are executed by a third party on a contract basis, where the group defines the requirements and specifications for the buildings. The eligibility screening has found the following eligible economic activity for the group:

  • CCM 7.7 Acquisition and ownership of buildings

Eligible non-material activities

The following economic activities were included as eligible in last year's reporting. Since these activities are below the materiality threshold, they are now reported under "Not assessed activities considered non-material".

  • CCM 6.5 Transport by motorbikes, passenger cars and light commercial vehicles
  • CCM 7.3 Installation, maintenance and repair of energy-efficiency equipment
  • CCM 7.5 Installation, maintenance and repair of instruments and devices for measuring, regulating and controlling energy performance of buildings
  • CCM 7.6 Installation, maintenance and repair of renewable energy technologies
  • CCM 8.1 Data processing, hosting and related activities

Taxonomy

Alignment assessment of eligible economic activity

The substantial contribution sets out the criteria for determining that a specific economic activity furthers the taxonomy's environmental objectives. Do no significant harm sets out the criteria for determining that a specific economic activity does not impair any other environmental objective in the act. Moreover, economic activities must be carried out in compliance with the minimum safeguards, which relate mainly to human rights and labour standards, but also cover the topics of corruption, fair competition, taxation and controversial weapons. The specified guidelines presented in "Final Report on Minimum Safeguards" from the Platform on Sustainable Finance is applied in the latter.

Norway's Transparency Act, which sets out the legal requirements for the conduct of human rights due diligence by Norwegian undertakings, is built on the UN Guiding Principles on business and human rights and the OECD guidelines for multinational enterprises. The group's human rights due diligence is conducted in line with the UNGP and the OECD guidelines. Read more about human rights due diligence, policies on corruption, fair competition and taxation under chapter S2 Workers in the value chain on page 97 and G1 Business conduct 115.

In 2025, the group has not incurred specific capital expenditure (capex) or operating expenditure (opex) to adapt or protect the Taxonomy activities against physical climate hazards. As a result, the group does not consider the activities eligible against "Climate Change Adaptation", and has therefore only assessed alignment against environmental objective 1 "Climate Change Mitigation" for activities also covered under objective 2 "Climate Change Adaptation". Consequently, there is no risk of double counting in the allocation of KPIs to economic activities against environmental objectives 1 and 2 in the regulation.

When assessing the alignment of the eligible economic activities, all of the eligible activities share the generic do no significant harm criteria for climate-change adaptation. This states that a physical climate risk assessment should be conducted for the eligible activities and that adaptation solutions should be identified. Even though the fact that a climate risk assessment is conducted, covering the main business activities in accordance with the TCFD framework, the EU taxonomy requires a physical climate risk assessment to be conducted for each eligible economic activity subject to the EU taxonomy regulation. Owing to the lack of materiality of those activities, they have not been covered in the group's physical climate risk assessment. Accordingly, the group does not fulfil the do no significant harm criteria yet. Consequently, the alignment assessment concludes that none of the group's eligible economic activities are aligned and are therefore not environmentally sustainable in accordance with the EU taxonomy regulation.

Europris ASA accounting policy

Turnover: is defined as total operating income, comprising sales of directly operated stores, sales from fully and partly owned subsidiaries, sales from wholesale to franchise stores, and franchise fees and other income, as reported in the financial statements. The eligible, but non-material turnover, is the part of total operating income generated by the sale of spare parts in directly operated stores. Total operating income can be found in the group's consolidated income statement in note 5 (p. 150).

Capex: is defined as the additions to intangible assets, fixed assets and right-of-use assets. This can be found in note 12 (p.155), 13 (p.157) and 14 (p.158). The eligible capex is related to construction of new buildings, while the eligible non-material capex is the amount related to the installation of energy-efficiency equipment and renewable-energy technologies, the purchase of servers and company cars.

Opex: is defined as the operating expenses directly related to the maintenance, repair and day-to-day servicing of property, equipment, short-term lease and revenue based rent. This is part of the group's other operating expenses and can be found in consolidated income statement and note 9 (p.152). The eligible non-material opex relates to the maintenance costs of Lekekassen's warehouse, ongoing energy monitoring by a third-party provider, and operational costs of the server park.

EU taxonomy key performance indicators

The EU taxonomy defines turnover, capex and opex as key performance indicators which must be reported. The required tables for reporting these KPIs are presented below. The numerators of the capex and opex KPIs do not include investments associated with a capex plan, since the group has yet to establish such a plan.

Changes in preparation of presentation of sustainability information

For the preparation of the 2025 taxonomy report, the reporting process has been updated to reflect the recent amendments introduced by the European Commission through Commission Delegated Regulation (EU) 2026/73 of 4 July 2025. This regulation amends Delegated Regulation (EU) 2021/2178 with the purpose of simplifying the content and presentation of information to be disclosed concerning environmentally sustainable activities.

The significant change in this year's reporting is the application of a materiality threshold whereby economic activities representing less than 10% of the respective KPI are scoped out of the taxonomy assessment. As a result of this materiality threshold, neither the turnover nor the opex KPI is considered material for this year's reporting. Capex is above the materiality threshold. The KPI is lower in 2025


Taxonomy

compared to 2024. Although additions related to eligible activities have increased, total capex has grown even more, resulting in a lower percentage. The 2024 figures were calculated according to the full taxonomy, covering a broader set of activities. This difference in calculation methodology has only a limited impact on the year-on-year change.

The EU taxonomy aims to bring additional economic activities gradually into scope. The group will continue to pay close attention to the development of the taxonomy and conduct new eligibility screenings once new activities are introduced. Furthermore, new eligibility screenings will be conducted when and if the group initiates additional economic activities.

Financial year (N) 2025
KPI (1) Total (2) Proportion of Taxonomy eligible activities (3) Taxonomy aligned activities (4) Proportion of Taxonomy aligned activities (3) Breakdown by environmental objectives of Taxonomy aligned activities Proportion of transitional activities Not assessed activities considered non-material Taxonomy aligned activities in previous financial year (N-1) Current %
Climate Change Adaptaion Climate Change Mitigation Water Pollution Circular Economy Biodiversity
Text Currency % Currency % % % % % % % % % % Currency %
Turnover 14,878.0 —% 0 —% —% —% —% —% —% —% —% —% —% 0 —%
Capex 966.9 69.82% 0 —% —% —% —% —% —% —% —% —% 0.98% 0 —%
Opex 123.4 —% 0 —% —% —% —% —% —% —% —% —% 5.94% 0 —%
Reported KPI CapEx
--- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Financial year (N) 2025
Economic Activities Code Taxonomy eligible KPI (Proportion of Taxonomy eligible CapEx) Taxonomy aligned KPI (monetary value of CapEx) Taxonomy aligned KPI (proportion of Taxonomy aligned CapEx) Environmental objectives of Taxonomy aligned activities Enabling activity Transitional activity Proportion of Taxonomy aligned in Taxonomy eligible
Climate Change Adaptaion Climate Change Mitigation Water Pollution Circular Economy Biodiversity
Text % MNOK % % % % % % % (E where applicable) (T where applicable) %
Acquisition and ownership of buildings CCM 7.7 69.82% 0 % —% —% —% —% —% —% %
Sum of alignment per objective —% —% —% —% —% —%
Total KPI (CapEx) 69.82% 0 0 —% —% —% —% —% —% % % % %

Climate change

Climate change

The group's ambition is to reduce emissions in line with the Paris Agreement with a target of reaching net zero by 2050.

Mitigating climate change is the process of cutting greenhouse gas emissions through activities that can be accounted for in a comprehensive GHG emissions inventory. This includes both monitoring and taking actions to reduce emissions.

Climate adaptation is the process of adjusting to the effects of climate change. This involves adapting to more extreme weather events, a shifting regulatory landscape and changing market requirements and technology.

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Climate change

// ESRS 2 SBM-3 and E1 SBM-3

Material impacts, risks and opportunities

E1 - Material IROs

Type Activity or event Description Time horizon Value chain
Climate change adaptation
Physical risk Increased temperature variability Increased temperature variability may cause disruptions to agriculture yields and thus reduced access and increased prices for raw materials. Medium-term Upstream
Transition risk Enhanced legal requirements for climate adaptation and mitigation The European Union has announced enhanced legal requirements related to climate change adaptation and mitigation, potentially imposing transition costs on the group and its suppliers. Long-term Upstream
Own operations
Downstream
Transition risk and opportunity Climate data-driven procurement and obligations for responsible production, traceability and transparent value chains Lack of high-quality, climate-related data on products and suppliers constitute a risk of not being able to meet new regulatory demands. Increased costs of goods sold, due to change of, or improvements at, suppliers might also follow new regulations.
By offering more climate-friendly products than its competitors and having the traceability and data to validate the climate benefits, the group can gain reputational and financial benefits. Medium-term Upstream
Own operations
Downstream
Transition risk and opportunity Changes in the expectations of customers and employees Customer expectations are expected to change as they become more aware of the climate impact of the retail industry, and so are the expectations of existing and potential employees. The group faces a risk of losing market shares if it does not adapt to these changes.
This shift in consumer preferences can also be an opportunity as the group can take a position as a low-price retailer committed to sustainability. Long-term Own operations
Downstream

Climate change

Type Activity or event Description Time horizon Value chain
Climate change mitigation
Actual negative impact Fossil-fuel based production of raw materials and goods The various stages of production of goods cause emissions of greenhouse gases, from the extraction, production and processing of raw materials, to the assembly of the final goods. This has a negative effect on the climate. Short-term Upstream
Actual negative impact Fossil-fuel based transportation of goods The transportation of goods by sea and road, from the area of production to the group's warehouses, stores and end-users, causes emissions of greenhouse gases. This has a negative effect on the climate. Short-term Upstream
Actual negative impact Production of agricultural or forestry-related raw materials The production of raw materials such as cocoa, wood and grain causes emissions of greenhouse gases, for instance the release of stored carbon in trees or soil from forestry or tillage and nitrous oxide from the use of synthetic fertilisers (FLAG emissions). This has a negative effect on the climate. Short-term Upstream
Energy
Actual negative impact Energy consumption The group consumes energy, particularly electricity in its stores and warehouses. There are indirect emissions of greenhouse gases related to the consumption of electricity and district heating. This has a negative effect on the climate. Short-term Own operations

// ESRS 2 SBM-3

The group contributes to climate change through greenhouse gas (GHG) emissions from its own operations and value chain. The majority of emissions relate to the production and transportation of goods. Climate change poses both physical and transition risks and opportunities for the group. There is a risk of increased costs associated with regulations and emission reduction measures, such as shifting to lower-emission products and transportation. Costs of goods sold may also be affected by increased temperature variability, as already seen in the prices of raw materials such as coffee and cocoa. There are also potential opportunities arising from a possible shift in consumer preferences toward more sustainably produced goods.

To address the climate-related IROs, the group has a science-based target of net-zero emissions by 2050, with corresponding near-term and long-term emission reduction targets. These targets were approved by the Science Based Targets initiative (SBTi) in 2025, validating the alignment of the targets with the goals of the Paris Agreement. Based on these targets, a complete GHG emission inventory and existing mitigating actions, the group started the work to develop a transition plan in 2025 as described in section E1-1 page 55.

Resilience

Following the climate risk analysis and the double materiality assessment described in section ESRS 2 IRO-1, the group evaluated the resilience of its strategy and business model to identified risks, as well as its capacity to capitalise on opportunities.

In a high-emission scenario, physical risk predominate, and the group has considered its resilience towards higher costs of raw materials. In a low-emission scenario, transition risks and opportunities arise, and the group has considered its resilience towards changes in legal requirements and the expectations of customers and employees. Rough estimates of the anticipated financial effects of identified risks and opportunities on the group's business were considered in the resilience assessment, as exact current and anticipated financial effects have not yet been calculated.

The insights from the qualitative scenario analysis are summarised in the table on the following page. For further details on the analysis of climate-related risks and opportunities, including scope, assumptions, scenarios and time horizons, please refer to ESRS 2 IRO-1 on page 43.


Climate change
55

Resilience towards risks and opportunities
Type Event Resilience
Physical risk Increased temperature variability The group's resilience relates to the flexibility in a broad product range and a large number of suppliers located in different geographic regions. However, some raw materials are not easily exchanged in the short to medium term. The group can adapt its product range and campaign offering on the basis of available goods.
Transition risk Enhanced legal requirements The group's resilience relates to the flexibility of having many suppliers, a close control of the chain of transport and a skilled workforce.
Transition risk and opportunity Climate data-driven procurement and obligations for responsible production, traceability and transparent value chains The project on traceability and the project on improved product data quality described in the chapter on resource use and circular economy will improve the group's ability to address this risk and opportunity.
Transition risk and opportunity Changes in the expectations of customers and employees Through the group's strategy to offer affordable and sustainable products, the group has started to address changing expectations of customers and employees. As this work proceeds, the group will become increasingly resilient to such changes and be positioned to exploit this opportunity.

Enhanced understanding and preparedness

In 2025, the group's climate efforts have focused on the development of a climate action plan and preparing for compliance with forthcoming climate-related regulations, including the PPWR and the EUDR. This work has deepened the group's understanding of emerging regulatory risks, and as a result, the group has strengthened its competence and resources within this area.

Uncertainty in assumptions

While the expected physical risks from climate changes are well documented and already manifesting globally, assumptions regarding transition risks and opportunities are more uncertain. The development of, and the magnitude of the effects, as well as the time horizon in which any risk or opportunity might occur, may differ from the assumptions made in this analysis, potentially affecting the materiality of the risks and opportunities identified. Consequently, a yearly review and update of the analysis will be conducted. No material risks or opportunities have been excluded from the resilience analysis.

// E1-1 Transition plan for climate change mitigation

A complete transition plan in line with the requirements of the ESRS has not yet been finalised. The work is ongoing, and this process is expected to continue in the coming years.

To ensure that the group's strategy and business model are aligned with the transition to a sustainable economy, in accordance with the Paris Agreement and the group's net-zero target for 2050, actions to mitigate GHG emissions throughout the entire value chain are required. As described on the following pages under section E1-3 on climate actions, this work has already commenced.

In 2025, the group developed a group-wide framework to further structure its work on mitigating actions, resulting in a climate action plan. Key levers were identified within purchased goods, transport and electricity consumption. In collaboration with the responsible departments, a gross list of potential actions and innovation projects were identified. These were then evaluated on three dimensions; emission reduction potential, costs (opex/capex), and feasibility. Approved measures are described in detail in the table of actions in section E1-3.

A steering group with representatives from the management group and C-suite level was established to oversee the development and implementation of actions, and to decide on new actions and innovation projects. The steering group meets bi-annually, while the responsible departments report to Head of Sustainability on a quarterly basis. The board of directors is informed on progress on an annual basis.


Climate change

// E1-2

Policy

To manage material impacts, risks and opportunities related to climate change, and to guide internal resources connected to the group's ambitions on climate work, a climate policy was developed in 2025. The climate policy outlines the group's ambitions and commitments to reduce greenhouse gas emissions in accordance with science-based targets. The policy is made available internally and communicated to relevant roles through email and meetings. The most senior role accountable for the implementation of the policy is the VP Strategy and Sustainability. The operationalisation rests with the relevant department heads who are responsible for adhering to the guidelines. The policy can be found at the group's website at https://investor.europris.no/governance/sustainability/default.aspx.

// E1-3

Actions

The following section describes the actions implemented to manage the material impacts, risks and opportunities related to climate change and to achieve the needed objectives set out in the targets for this topic.

Resources to manage material impacts

The responsibility for managing material impacts on climate change rests with each relevant vice president. Product-related impacts are handled by VP Commercial and associated team with support from the sustainability department. Transport-related impacts are handled by VP Supply Chain and Director of Distribution. Impacts related to energy consumption in stores are overseen by VP Store

Key principles in the climate policy Key areas addressed in the climate policy
The purpose of the policy is addressed:
• to reduce greenhouse gas emissions in accordance with science-based climate targets. The group aims to provide affordable, sustainable products, whilst reducing its impact on the climate.

The scope of the policy is addressed:
• it applies to both direct and indirect emissions from scope 1, 2 and 3. | Overarching climate targets
• Net zero by 2050
• Short-term targets by 2030
• Long-term targets by 2050

Strategic measurement and priorities
• Climate considerations will be integrated into sourcing strategies, within energy-efficiency in operations, and in transport and logistics.
• The group will work towards minimised climate impact from packaging and waste and collaboration with suppliers on low-emission solutions.

Follow up and reporting
• The group will develop a climate action plan in line with the approved science-based targets.
• Annual reporting of climate accounts scope 1, 2 and 3.
• Defined roles and responsibilities

Communication and awareness
• Internal training and capacity building
• Transparency in communication to stakeholders

Review and updates
• Review every three years, or if significant changes in legislation, strategy or climate targets occur.
• Approval of policy is addressed. |


Climate change

Operations in both segments, including property managers. The need for investments or operating expenses to implement actions is mapped during the ongoing process to develop a transition plan. Current estimates indicate a possible increase in operating expenses related to transportation and costs of goods sold. These estimates are preliminary and subject to change, and appropriate measures will be considered to address any potential cost impacts.

Actions to manage climate adaptation

There are transition risks and opportunities related to enhanced legal requirements. Potential and actual new legal requirements are monitored closely, and adaptive actions are implemented on an ongoing basis. An initiative to collect climate-related product data to address regulatory changes is described in more detail under chapter E5 on resource use and circular economy on page 73. The risk of higher costs of

goods sold due to regulatory changes affecting suppliers is addressed in the development of a transition plan.

To address the risks and opportunities connected to changing expectations from customers and employees, the actions described in chapter on consumers and end-users apply. This is connected to the group's ambition to offer sustainable, affordable products. Read more on page 106.

Actions to manage climate mitigation

The group has focused its actions to reduce greenhouse gas emissions on the energy use in own operations and the two scope 3 categories in the value chain with the greatest emissions, category 1 and category 4. Key actions are listed in the tables on the following pages.

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Climate change

Results measured against full-year ÖoB estimates

The results of the actions are measured as the change in emissions since last year and since the base year 2021. In the table on targets in section E1-4, an estimate of total emissions from ÖoB has been included every year since the base year, to enable comparison over years. These are the emission levels referred to in this section on actions.

Energy consumption in own operations

The negative impact on climate from the group's own operations is primarily related to the indirect emissions of greenhouse gases from consumption of electricity and district heating. The stores account for most of the indirect energy consumption. Hence, energy efficiency measures in stores constitute the key action to reduce consumption. In 2025, indirect market-based emissions related to the group's energy consumption amounted to 20,664 tCO₂e (scope 2), a reduction of 5.7 per cent since last year. This decrease in GHG emissions is explained by a 5.9 per cent reduction in the emission factor. The energy consumption in MWh is largely unchanged, despite an increased number of stores during 2025.

Relation to IRO Activity // decarbon-isation lever Description of key actions Time horizon Expected outcome Progress and results Related target
Scope 2 Energy consumption Energy consumption in stores // Energy efficiency In Europris, implementation of active operational energy monitoring in stores allow for remote control and optimisation of technical systems such as ventilation. A sensor-based system may lead to further improvements. Short term Active operational energy monitoring and sensor-based systems are anticipated to generate a 10 to 20 per cent improvement in energy efficiency. After a full year of testing in 2025, the actual effect of sensor-based systems will be calculated. 114 Europris stores were covered by active operational energy monitoring systems in 2025. Of these stores, 36 had a sensor-based system installed as well. Further implementation will be evaluated in 2026. 42.2% reduction in scope 1 and scope 2 emissions by 2030
20% increase in energy efficiency in Europris stores by 2030
Enhanced energy efficiency requirements incorporated into leasing agreements for Europris stores have the potential to significantly reduce energy consumption. Long term The full effect of this action is expected after 2030, as it is largely depending on the expiration and re-negotiation of existing leasing contracts. In 2025, an update of the technical requirements in leasing contracts was initiated. This work will continue in 2026.
For ÖoB stores, changing to LED-lighting is the main priority to improve energy efficiency. Short term The reduction in MWh due to LED-lighting is estimated to be about 35 per cent in the stores concerned. 16 stores changed to LED-lighting during 2025. Today, LED-lighting has been installed in 77 out of 92 stores in total, and 6 more will follow in 2026.
Electricity consumption in own operations // Renewable energy Since base year 2021, certificates of origin have covered all direct purchases of electricity in segment Sweden, ensuring renewable energy consumption. Short term The use of certificates of origin will limit emissions from segment Sweden independent of any future growth in the number of stores. Without the certificates of origin, the market-based scope 2 emissions in segment Sweden in 2025, would have amounted to 6,546 tCO₂e, based on the Nordic residual energy mix in the electricity grid.
In segment Norway, solar panels are installed at the head quarter, the logistics centre and four pilot stores. Depending on progress in resolving current technical challenges, the group will evaluate opportunities for further solar power deployment. Short term The current installed solar capacity is expected to decrease the combined scope 1 and scope 2 emissions by 1 per cent. The emission reductions continue at the same level as last year, constituting 536 tCO₂e, or 0.9 per cent of total scope 1 and scope 2 emissions, in 2025.

Climate change

Production of goods - GHG

The various stages of production of goods cause emissions of greenhouse gases, from the extraction, production and processing of raw materials to the assembly of final goods. In 2025, these GHG emissions constituted 514,573 tCO₂e (scope 3, category 1). This equals a decrease of 0.3 per cent from 2024, 14.7 per cent lower than in 2021. Although year-on-year emission changes remain closely linked to variations in volumes sourced and the climate intensity of the product mix, it is encouraging that despite a 12 per cent rise in the weight of goods sourced, emissions remained stable.

Production of goods - FLAG

In addition to the GHG greenhouse gas emissions, the production of agricultural or forestry-related raw materials such as cocoa, wood and grain causes additional

greenhouse gas emissions, named FLAG emissions. Examples of such emissions are the release of stored carbon in soil from tillage and from trees due to forestry and the release of nitrous oxide (N₂O) from the use of synthetic fertilisers.

About half of the group's FLAG emissions are related to land use change (LUC), for instance deforestation linked to the production of cocoa and coffee. In 2025, the FLAG-emissions amounted to 170,205 tCO₂e. This is a reduction of 24,111 tCO₂e compared to the previous year, equalling a reduction of 12.4 per cent, and 29.4 per cent lower than 2021. The reduction is seen despite an increase in the weight of biological materials sourced. For the time being, the emission reduction is primarily associated with the FLAG-intensity of the product mix.

Relation to IRO Activity // decarbon-isation lever Description of key actions Time horizon Expected outcome Progress and results Related target
Scope 3 Production of raw materials and goods Recycled materials // Product changes The group will increase the share of recycled material in its durable products. Short to medium term The extent of emission reductions depends on the availability, price and share of recycled alternatives per material. Expected emission reductions have been estimated for certain materials. These estimates will be broadened and further detailed over time. In 2025, the group decided to increase the share of recycled material in polyester and plastic to 30 per cent by 2030 and to explore possibilities with regards to recycled aluminium. 25% reduction in scope 3 GHG emissions by 2030
Renewable production at suppliers // Supply chain decarbon-isation The group will explore the possibility of selecting suppliers that utilise renewable energy in their production processes. Medium to long term This measure is expected to be the most important action to achieve the scope 3 reduction goal. This is based on high-level estimates which will be further refined going forward. Emission reductions are expected medium term, while the full effect will materialise long term. In 2026, the group will initiate a project to explore methods to identify, register and calculate the use of renewable energy at suppliers. The result will enable improved purchasing decisions medium term.
Deforestation -free raw material production // Supply chain decarbon-isation The group is in process to establish systems and routines to ensure that all relevant products sourced are deforestation free. Short term About 50 per cent of the group's FLAG emissions in base year 2021 are related to land use change. These are closely linked to deforestation and will be eliminated when all products sourced are deforestation free. The group has taken actions to ensure deforestation free products through compliance with upcoming EU regulation. The group aims to start incorporating the results in the calculation of FLAG-emissions in 2026. 30.3% reduction in FLAG emissions by 2030

Climate change

Transportation of goods

The transportation of goods by sea and road, from the area of production to the group's warehouses, stores and end-users, causes emissions of greenhouse gases. Distribution of goods from warehouses to stores and long-sea transport for imported goods generate the majority of such greenhouse gas emissions. Amounting to 20,276 tCO₂e in 2025, transport-related emissions decreased by 2,721 tCO₂e, equalling a reduction of 11.8 per cent from 2024, and 50.6 per cent from 2021.

Relation to IRO Activity // decarbonisation lever Description of key actions Time-horizon Expected outcome Progress and results Related target
Scope 3
Transportation of goods Import of goods by sea //
Fuel switching Since March 2023, segment Norway has had an agreement on bio-fuel with its supplier of deep-sea transport. Short term Based on historic data, a reduction of 7,500 - 8,500 tCO₂e is expected, depending on the distance and weight transported, and the composition of the bio-fuel. In 2025, the emission reductions amounted to 7,576 tCO₂e, a decrease from the previous year due to fewer shipments. 25% reduction in scope 3
GHG emissions by 2030
Distribution of goods //
Fuel switching and electrification Since 2024, Europris has sourced transport services utilising four bio-gas lorries for the distribution of goods from the central warehouse to stores. Another eight bio-gas lorries are scheduled to enter operations during the first half of 2026. Short term With a total of twelve bio-gas lorries, the expected emission reductions amount to approximately 3,000 tCO₂e per full year of operation. In 2025, the four lorries accounted for 12.7 per cent of total distribution in Europris measured in tonne-kilometres, saving emissions of 1,005 tCO₂e, compared to 720 tCO₂e in 2024.
Europris is participating in an external working group, led by food wholesaler ASKO, to develop a zero-emission transport chain from the central warehouse in Moss to Tromsø in northern Norway. Medium term Based on historic data, expected emission reductions from this action amount to approximately 2500 tCO₂e per year, depending on distance and weight transported. During 2025, there was a land-slide affecting the railway in northern Norway. This will significantly delay the start date of this project, from 2027 to late medium term.

Climate change
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// E1-4

Targets

To address the group's ambition on climate change mitigation and track progress in managing related material impacts, risks and opportunities, the group has established the targets listed on the next page. Since 2024, group-wide near- and long-term emission reduction targets apply, supporting an overall target of net-zero emissions in 2050. In addition, a target on energy efficiency in Europris stores also applies.

Methodology and process for setting targets

SBTi approved climate targets

The near- and long-term emission reduction targets have been developed based on the SBTi-framework to ensure scientific rigour and alignment with the goals of the Paris Agreement. In 2025, the targets were approved by the Science Based Targets initiative (SBTi). The group has chosen a cross-sector pathway with absolute emission reduction targets for both near- and long-term periods. To enable emission monitoring in own operations, the group has set targets for scope 1 and scope 2 combined, and for scope 3 (the value chain), separately. The targets covering scope 1 and scope 2 are derived from market-based scope 2 emissions.

As FLAG emissions within category 1 of scope 3 constitute more than 20 per cent of total emissions across all scopes, the group has set separate near-term and long-term targets for these emissions. Accordingly, the group has committed to zero deforestation across its primary deforestation-linked commodities, with a target date of end 2025.

The baseline year 2021 was selected in 2022, when the net-zero target was adopted, balancing the inclusion of relevant mitigating actions taken with the availability of historical data. The near-term target year is set to 2030.

Target boundaries

The target boundaries correspond to the GHG (energy/industry) and FLAG inventory boundaries reported in section E1-6 on GHG accounts, including emission scopes, categories, greenhouse gas types, and the scope of operational control including franchises. No GHG removals, carbon credits or avoided emissions have been included.

However, the numbers reported in E1-6 GHG accounts represent the financial reporting period. Therefore, in the 2021 baseline, only 20 per cent of segment Sweden's scope 1 and scope 2 emissions are included in scope 3, category 15, in accordance with the group's ownership. From the date of acquisition in May 2024 and onwards, segment Sweden is fully included in all scopes and categories in the GHG accounts. The climate targets, on the other hand, include segment Sweden fully as from the base year 2021 and onwards. Given that the acquisition of segment Sweden in 2024 significantly altered the target boundary, the baseline emissions for 2021 was updated with an estimate of segment Sweden's emissions in accordance with the GHG Protocol recommendations.

Alignment with the Paris Agreement

A climate scenario compatible with limiting global warming to 1.5°C was considered during target development. Targets for scope 1 and 2 are compatible with limiting global warming to 1.5°C, while scope 3 targets fulfil the well-below 2°C minimum requirement of the Paris Agreement. The SBTi target-setting tools were used to calculate target values aligned with the Paris Agreement.

When assessing the feasibility of different reduction pathways towards 2030, some critical assumptions were made. The group applied revenue growth rates from financial long-term budgets and assumed that unabated, emissions would increase proportionally with revenue growth.

Decarbonisation levers

To achieve the group's scope 1 and 2 targets for its own operations, actions to increase energy efficiency and raise the share of renewable electricity in the energy mix are crucial. These actions are also key for suppliers' production processes in meeting the group's scope 3 GHG targets. This is considered achievable through a combination of external developments and internal actions by the group.

A general shift in the world's energy mix towards more renewable energy is expected based on IEA projections. Furthermore, in a low emission scenario, suppliers are assumed to improve their energy efficiency and increase their use of renewable energy due to anticipated regulatory changes and technological advancements. Internal actions related to a shift in the materials used in products, engagement with suppliers on energy use and initiatives towards transport providers are expected to contribute the most to achieving the targets.

Regarding the scope 3 FLAG targets, achieving the goal of only sourcing deforestation-free products is assumed to reduce FLAG emissions by approximately 50 per cent, as LUC emissions account for more than half of the group's FLAG emissions.

Stakeholders

Internal stakeholders involved in developing the metrics and targets for climate mitigation include resources from sustainability, procurement, logistics and finance departments, supported by external experts on science-based target criteria.


Climate change

Monitoring and performance against targets

Progress towards targets is monitored and reported on a quarterly and annual basis depending on the metric, as outlined in the table and described in the governance chapter on page 35.

The traffic light symbol indicates whether performance is below, in line with, or exceeding targets. The underlying measurement and significant assumptions, limitations, sources and the process to collect data for the target on energy efficiency, are unchanged. For the near- and long-term and net-zero emissions targets, measurement and data collection have been updated as described in section E1-6 GHG accounts under Methodology. All near- and long-term targets are measured as the percentage change in emissions relative to the base year, 2021.

All historical data remain unchanged, with two exceptions. In scope 3, category 11, a calculation error in 2024 resulting in an overstatement of 192 tCO₂e, has been corrected. In addition, the total scope 1 and scope 2 emissions for 2024 have been revised by 61 tCO₂e compared to the previously reported 22,180 tCO₂e.

In the value chain (scope 3), emission reductions are ahead of plan, driven primarily by changes in volume sourced and product mix. The emissions from own operations are high compared to the target on scope 1 and 2. As the energy consumption in MWh is slightly reduced, this is mainly a result of a 52.1 per cent increase in the market-based emission factor from 2021 to 2025. For now, Europris has chosen to prioritize measures that reduce MWh consumption rather than purchasing guarantees of origin. The group is continuously monitoring progress toward the target and assessing the need for additional actions as necessary.

Scope 2025 Metric Actual (tCO₂e) % change 2025/2021 Target (% of 2021) Measurement
2021 2024 2025 2026 2030 2050
EP ÖoB PP Climate mitigation
Y Y Y Net-zero GHG by 2050 722,648 602,275 599,812 (17.0) Net zero Any residual emissions are neutralised
Y Y Y Near- and long-term targets scope 1 and 2 GHG 14,066 22,119 20,877 48.4 (23.3) (42) (90) Percentage change in tCO₂e-emissions from 2021 (measured yearly)
Y Y Y Near- and long-term targets scope 3 GHG 708,583 580,156 578,935 (18.3) (13.9) (25) (90) Percentage change in tCO₂e-emissions from 2021 (measured yearly)
Y Y Y Net-zero, near- and long-term targets scope 3 FLAG 241,173 194,316 170,205 (29.4) (16.8) (30) Net zero (72) Percentage change in tCO₂e-emissions from 2021. For net-zero target any residual emissions are neutralised (measured yearly)

Estimates on ÖoB's full-year GHG and FLAG emissions are included in the numbers in this table.

Scope 2025 Metric Actual (kWh/m²) Target (kWh/m²) Measurement
2023 2024 2025 2025 2026 2030 2050
EP ÖoB PP Energy
Y N N Increase energy efficiency in stores by 2030 to 80 kWh/m² (20%) 98.3 93.3 90.3 94 91 80 kWh per square meter. Base year is 2022 (measured quarterly)

EP = Europris
PP = Pure play


Climate change
63

/ E1-5

Energy consumption and mix

In line with ESRS 1, the energy consumption reported represent the financial reporting period. In 2025, total energy consumption increased due to the full-year inclusion of segment Sweden, which in 2024 was included only from the acquisition date in May.

Purchased electricity accounts for the vast majority of the group's energy consumption. Together with purchased district heating, these sources constituted 98.3 per cent of the total energy consumption in 2025. Solar energy produced by the group was almost entirely consumed within own operations, contributing with 0.6 per cent of the total MWh used. Fuel consumption by company cars accounted for the remaining 1.1 per cent of the total energy consumption.

In general, energy consumption is calculated based on actual data. For stores where some or all data on actual energy use is lacking, typically stores located in shopping centres, total energy use is estimated based on the stores' floor area and average energy consumption per square metre for comparable group stores.

As a variety retailer, the group operates within a high climate impact sector. In segment Sweden, purchase of electricity is bundled with the instrument Guarantees of Origin and counted as renewable energy. In segment Norway, electricity is purchased without any contractual instruments and is reported based on the residual energy mix in the Nordic grid. From 2025, the nuclear energy and renewable energy in this residual mix is reported separately from electricity from fossil sources, with the 2024 numbers updated accordingly to facilitate comparison. The share of renewable energy in total energy consumption was 23.1 per cent in 2025.

Consistent with the GHG inventory boundary, the tables below on energy consumption and intensity are based on the principle of operational control and include franchises.

Energy consumption and mix (MWh)
Energy consumption from non-renewable sources 2024 2025
Fuel consumption from coal and coal products 0 0
Fuel consumption from crude oil and petroleum products 682 791
Fuel consumption from natural gas 0 0
Fuel consumption from other fossil sources 0 0
Consumption of purchased or acquired electricity, heat, steam, and cooling from fossil sources 52,382 52,472
Total fossil energy consumption 53,064 53,263
Share of fossil sources in total energy consumption 72.5% 64.4%
Consumption from nuclear sources 6,327 10,408
Share of consumption from nuclear sources in total energy consumption 9% 13%
Energy consumption from renewable sources
Fuel consumption from renewable sources, including biomass (also comprising industrial and municipal waste of biologic origin, biogas, renewable hydrogen, etc.) 134 78
Consumption of purchased or acquired electricity, heat, steam, and cooling from renewable sources 13,049 18,475
The consumption of self-generated non-fuel renewable energy 587 536
Total renewable energy consumption 13,770 19,089
Share of renewable sources in total energy consumption 18.8% 23.1%
Total energy consumption 73,161 82,761

Climate change

Energy intensity

Energy intensity is measured as total energy consumption in MWh per million NOK of net revenue. For reconciliation of net revenue, see section E1-6 on GHG emission intensity. The energy intensity of the group and franchises decreased by 1.9 per cent in 2025.

In the Annual report 2024, gross profit was used to calculate energy intensity. In this year's report, net revenue, defined in accordance with IFRS 15, is used instead. The 2024 figure has been updated accordingly.

Energy intensity
2024 2025 % change last year
Total energy consumption from activities in high climate impact sectors per net revenue from activities in high climate impact sectors (MWh/MNOK) 5.37 5.26 (1.9%)
Net revenue from activities in high climate impact sectors used to calculate energy intensity (MNOK) 13,636 15,724 15.3%

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Climate change

// E1-6

GHG accounts

The GHG emission inventory comprises three parts. Scope 1 covers all direct emission sources, scope 2 includes indirect emissions related to purchased energy, and scope 3 includes other indirect emissions from value-chain activities, upstream and downstream, which the group does not control directly.

Comparability of historical data

The numbers reported in this section represent the

financial reporting period, including ÖoB from the date of acquisition in May 2024. Historical numbers in this section will therefore differ from those reported under E1-3 Actions and E1-4 Targets, where full-year estimates of ÖoB's emissions have been included from base year 2021 onwards. The latter approach enable comparison over time and ensures alignment with the GHG Protocol's requirement to recalculate base-year emissions following structural changes, including acquisitions.

Greenhouse gas emissions (non-FLAG) - Group and franchises
Retrospective Milestones and target years
Base year 2021 2024 2025 % change last year 2026 2030 2050 Annual % 2030/2021
Scope 1 GHG Emissions
Gross Scope 1 GHG emissions (tCO2e) 188 185 212 15% (42%) (90%) (4.7%)
Percentage of Scope 1 GHG emissions from regulated emission trading schemes (%) —% —% —% —%
Scope 2 GHG Emissions
Gross location-based Scope 2 GHG emissions (tCO2e) 1,723 1,948 1,714 (12.0%)
Gross market-based Scope 2 GHG emissions (tCO2e) 12,914 21,416 20,664 (3.5%) (42%) (90%) (4.7%)
Significant scope 3 GHG emissions
Total Gross indirect (Scope 3) GHG emissions (tCO2e) 464,141 521,723 578,935 11.0% (25%) (90%) (2.8%)
1 Purchased goods and services 391,441 464,595 514,573 10.8%
2 Capital goods 2,052 4,242 1,092 (74.3%)
3 Fuel- and energy-related activities 844 1,290 1,246 (3.4%)
4 Upstream transportation and distribution 28,284 20,275 20,276 —%
5 Waste generated in operations 1,128 757 819 8.2%
6 Business traveling 191 551 555 0.8%
7 Employee commuting 2,181 3,218 3,959 23.0%
8 Upstream leased assets 0 0 0 —%
9 Downstream transportation 0 0 0 —%
10 Processing of sold products 0 0 0 —%
11 Use of sold products 20,880 9,801 14,236 45.3%
12 End-of-life treatment of sold products 16,997 16,973 22,179 30.7%
13 Downstream leased asset 0 0 0 —%
14 Franchises 0 0 0 —%
15 Investments 142 22 0 (100.0%)
Total GHG emissions
Total GHG emissions (location-based) (tCO2e) 466,053 523,855 580,862 10.9%
Total GHG emissions (market-based) (tCO2e) 477,243 543,323 599,812 10.4%

The numbers reported in this section represent the financial reporting period, including ÖoB from the date of acquisition in May 2024.


Climate change

GHG emissions scope 1 and scope 2
2025 Group Franchises Total
Gross Scope 1 GHG emissions (tCO_{2}e) 171 41 212
Gross Scope 2 GHG emissions (tCO_{2}e) - location-based 1,641 73 1,714
Gross Scope 2 GHG emissions (tCO_{2}e) - market-based 19,257 1,408 20,664
Total scope 1 and scope 2 emissions - market based 19,428 1,449 20,877
Retrospective
--- --- --- ---
Base year 2021 2024 2025
LUC emissions 78,457 85,682 82,842
LM CO_{2} emissions 43,798 51,837 54,110
LM non-CO_{2} emissions 35,332 37,248 33,253
Total (tCO_{2}e) 157,587 174,768 170,205

The numbers reported in this section represent the financial reporting period, including ÖoB from the date of acquisition in May 2024.

Screening of emissions

To identify the group's actual and potential impacts on climate change, the GHG emissions from own operations and each part of the value chain have been screened. External consultants with expertise in the GHG Protocol, as well as internal resources from finance, logistics, product data management and subsidiaries have been consulted to ensure that all material emissions are included in the GHG inventory. Based on the complete GHG inventory, each scope and category has been assessed for impact materiality. Although not all categories are considered significant in terms of emission magnitude, they are still included in the GHG inventory due to the group's influence on these emissions or stakeholder expectations.

Excluded scope 3 categories

Scope 3 categories excluded from the inventory are listed in the GHG inventory with zero emissions. Emissions from upstream leased assets, category 8, related to energy use in buildings are included in scope 2. Regarding category 9, emissions from the group's transport of goods sold through web stores to customers are included under category 4, as the group is the contracting party for transporting services, not the customers. To include customers own transport emissions are optional according to GHG Protocol and has not been included. Concerning category 10, the group has no processing activities of sold goods, as it only sources and sells finished products. The group has no downstream leased assets, hence Category 13 is excluded. Category 14 is not applicable, as franchises are included under operational control and accounted for within other scopes and categories. Category 15 is excluded, as the only emissions eligible for reporting - scope 1 and scope 2 emissions from the group's 50 per cent ownership in the sourcing office in China - are considered negligible.

FLAG emissions

Emissions related to forest, land use and agriculture (FLAG), constitute more than 20 per cent of total scope 1, 2 and 3 emissions. The FLAG emissions are found in category 1, related to purchased goods. The identified FLAG emissions are reported separately from the GHG inventory in the table above.

Inventory boundaries

Reporting period

The group reports emissions for the 2025 calendar year and does not apply any deviating reporting periods within its inventory boundaries.

Franchises

The inventory boundaries correspond to the scope of the financial statement, with one exception. Franchises are considered under the group's operational control, given Europris AS's control over their daily operations through franchise agreements. This includes, but is not limited to, standardised product ranges, marketing, power agreements, and administration (routines and IT systems). Climate-related issues, such as energy efficiency measures, are monitored and followed up in franchise stores in the same way as in the group's own stores. Accordingly, 100 per cent of the franchises' GHG and FLAG emissions are included in the respective inventories.


Climate change

Changes since last year

The reporting undertaking

In May 2024, Runsvengruppen AB (ÖoB) was acquired, increasing Europris' ownership from 20 to 100 per cent. Previously, segment Sweden's scope 1 and scope 2 emissions were included in category 15, proportionally to Europris' ownership. From May 2024 onwards, 100 per cent of its emissions were included across all scopes and categories. FLAG emissions were estimated based on the same principles. For 2025, segment Sweden is fully included in the GHG and FLAG inventories.

Excluded scope 3 categories

Due to the acquisition of ÖoB in 2024, category 15, investments, is considered non-material in 2025.

Significant changes in estimates

In category 4, upstream transportation and distribution, data quality has improved. In 2024, emissions in segment Sweden were estimated based on segment Norway's emissions. In 2025, most emission calculations are based on primary data provided by transportation suppliers. From 2024 to 2025, there is a decrease in segment Sweden's emissions from transportation and distribution of $3,108\mathrm{tCO}_{2}\mathrm{e}$ or 34.4 per cent.

Methodology

The GHG emission inventory is calculated in accordance with the GHG Protocol. The group's scope 3 reporting follows the principles and provisions of the GHG Protocol Corporate Value Chain Accounting and Reporting Standard. FLAG emissions are calculated based on the GHG Protocol's Draft Land Sector and Removals Guidance.

The inventory includes the following GHGs, all converted to $\mathrm{CO}{2}$ equivalents ($\mathrm{CO}{2}\mathrm{e}$): $\mathrm{CO}{2}$, $\mathrm{CH}{4}$, $\mathrm{N}{2}\mathrm{O}$, $\mathrm{SF}{6}$, HFCs, PFCs and $\mathrm{NF}_{3}$. For the 2025 inventory, the group uses the latest IPCC assessment reports and associated global warming potential in the databases from which emission factors are derived. CEMAsys provides support in mapping emission factors and offers a software platform in which the GHG and FLAG emissions are calculated utilising emission factors from internationally recognised databases, including DEFRA 2025, Ecoinvent 3.11 & 3.12, Agribalyse 3.1, Agri-footprint 6.3, as well as selected LCA studies and EPDs. The databases applied must allow for calculation of FLAG emissions, which currently limits the range of suitable databases. In total, the group has utilised 349 emission factors in calculating the GHG and FLAG emissions in 2025.

No removals, nor purchased, sold or transferred carbon credits or GHG allowances have been included in the GHG inventory. The group has no biogenic emissions either in its own operations or within the value chain.

Recalculation policy

In general, improvements are made to the GHG and FLAG inventories on a continuous basis, based on enhanced accuracy of emission factors or activity data and changes in calculation methodology, such as more granular estimates. In line with the GHG Protocol, the group's recalculation policy states that if one, or the sum of many, changes result in a change in total emissions of 5 per cent or more, base year emissions will be recalculated. This policy also covers structural changes in the group. The sum of changes made in 2025, does not exceed the 5 per cent threshold.

Scope 1

As a variety retailer with no own production processes or transport fleet, direct emissions are limited. In 2025, these emissions related to leased company cars. Where available, litres of diesel and petrol are used to calculate emissions. If not available, the number of kilometres driven forms the basis for calculation. Emission factors used account for the blending mandate of the fuels in Norway and Sweden. Scope 1 GHG emissions have been calculated for the whole group as well as the franchises.

Scope 2

The group's indirect GHG emissions arise from purchased electricity, district heating and use of electric company cars. In general, these emissions are calculated based on actual energy consumption data from segment Norway, segment Sweden and franchises. For stores where some or all actual energy use data is missing, typically stores located in shopping centres, total energy consumption is estimated using primary data from other group stores.

Both location-based and market-based indirect emissions related to energy consumption have been calculated. The emission factor for location-based emissions is based on the energy mix in the Nordic grid. The market-based emission factor reflects the residual energy mix in the Nordic grid, excluding electricity covered by contractual instruments for renewable electricity. Emission factors applied to district heating are based on local factors relevant to the area where the heating is sourced.

All electricity purchased in segment Sweden are bundled with Guarantees of Origin and are assigned an emission factor for renewable energy. These Guarantees of Origin are measured against the GHG Protocol Scope 2 Guidance. For estimated electricity use in segment Sweden, the location-based and market-based emissions are calculated using the Nordic mix and the residual Nordic mix factors respectively.

Contractual instruments - Scope 2 GHG emissions 2024 2025
Share of MWh covered by contractual instruments 18.0% 22.6%
Share of market-based tCO2e emissions covered by contractual instruments 18.7% 24.1%

Climate change

Scope 3

In alignment with the GHG Protocol, the group strives to use best available data and continuously improve calculation methodology and emission factors. In 2025, 62.7 per cent of GHG emissions including FLAG, are calculated using primary data, while 37.3 per cent are based on estimates. In comparison, 69.0 per cent were based on primary data in 2024, when estimates for segment Sweden were only included from the date of acquisition in May. The share of emissions based on primary data varies between the categories. It is 65.6 per cent in category 1, 10.2 per cent in category 2, 81.1 per cent in category 3, 87.7 per cent in category 4, 92.4 per cent in category 5, and 68.7 per cent in category 6. As emission calculations in category 7, 11 and 12 are based on a combination of actual and estimated data, the final figures are considered estimates.

The reporting boundary for all categories included in the GHG and FLAG inventories covers segment Norway, segment Sweden and franchises. Emissions related to the fossil fuel extraction (well-to-tank or WTT), are included in all relevant scope 3 categories.

Category 1: purchased goods and services

In segment Norway and franchises, emissions from purchased goods for resale are calculated primarily based on actual product data on quantity sourced and weight per unit. In some parts of the business, quantities sold are used instead due to data quality issues. Estimates for segment Sweden are based on purchase cost per product category relative to equivalent product categories in Europris. Given the similarity between the two segments' business activities, this approach is assumed to provide a representative picture of emissions in the Swedish value chain. In 2025, the emissions in segment Sweden have been calculated on a more granular product group level, improving the accuracy of the estimate from the previous year.

As of 2025, few suppliers can provide actual GHG and FLAG emissions per product purchased. Specific emission factors are applied where material content information is available. Otherwise, generic product emission factors have been applied. Cradle-to-gate emissions (A1-A3) are applied for food-related products, while tiered supply chain emissions (T1-T4) are used for textile-related goods. Where possible, emission factors cover the broadest possible scope, from raw material to final product assembly. Emissions from goods bought for internal use have been calculated mainly based on spend per account in both segments.

Activity data for segment Sweden, enhanced data quality in general and increased use of more specific emission factors are prioritised areas of improvement. Category 1 GHG emissions are included in the GHG inventory, while FLAG emissions are reported separately.

Category 2: capital goods

GHG emissions associated with purchased hardware are included in the GHG inventory the year the cost is capitalised. Larger investments are organised as projects, with related emissions included in the inventory when the full project cost is capitalised. To select appropriate spend-based emission factors, invoices, budgets and supplier proposals are reviewed to determine the nature of purchases in Europris. For estimates on the rest of segment Norway and franchises, emission factors are assigned based on amounts in relevant balance sheet accounts. Emissions in segment Sweden are currently estimated based on the emissions calculated in segment Norway, adjusted for total operating income relative to segment Norway.

Category 3: fuel- and energy-related activities

Category 3 accounts for emissions from extraction, processing and transport of fuels and electricity reported in scopes 1 and 2. Activity data for scopes 1 and 2 are used applying upstream emission factors for electricity and district heating and WTT emission factors for fuels. This applies to segment Norway, segment Sweden and franchises.

Category 4: upstream transportation

Where available, data from suppliers are used, preferably emissions in $\mathrm{tCO}_{2}\mathrm{e}$, secondarily tonne-kilometres. If not available, tonne-kilometres are estimated using average weight per container or pallet and distance between start and end locations. If only tank-to-wheel (TTW) emissions are reported by suppliers, corresponding WTT emissions have been added. Historical data on segment Sweden were estimated by adjusting segment Norway's emissions relatively to operating income. For 2025, primary data from ÖoB transport suppliers are reported for most distances.

Category 5: waste

Actual waste data from stores, offices and warehouses are included for the entire group and franchises. For stores lacking waste data, typically stores located in shopping centres, total waste amounts and sorting rates are estimated using primary data from other group stores.

Category 6: business travel

Emissions from business travel includes car, bus, train, taxi and air travel. Car travel emissions are calculated based on person-kilometres recorded in segment Norway and franchises. Emission factors used include a general factor for fossil-fuel vehicles and a Nordic-specific factor for electric vehicles. Bus, train and taxi emissions are estimated based on spend, using a generic emission factor for passenger transport. Air travel emissions booked through the travel agency are provided directly by the agency using DEFRA emission factors, including radiative force. For flights booked outside the travel agency, a spend-based factor is applied. Emissions in segment Sweden are currently estimated based on the emissions calculated for segment Norway, adjusted for total operating income relative to segment Norway.


Climate change
69

Category 7: employee commuting

Calculations are based on a survey from 2023, sent to 2,090 Europris employees with a 33 per cent response rate (690 responses). The survey was sent to employees working at least 50 per cent of a full-time equivalent. Employees in other parts of the group and franchises are assumed to have similar commuting patterns to those in Europris. The calculation for all parts of the group and franchises uses the actual number of employees in 2025.

Category 11: use of goods sold

Emissions from the use phase of goods sold are calculated for products using batteries or electricity, as well as for products that emit greenhouse gases during use. Product groups containing electric goods are identified based on customs tariff codes. Emissions are calculated for all product groups where electric products constitute 50 per cent or more of purchase cost. A representative product is selected in each product group, and battery or electricity consumption is estimated based on product data and assumptions regarding the product's lifespan. The products are assumed to be used locally, applying a local electricity emission factor to the total number of kWh required by the sold goods.

Similarly, emissions are calculated for all product groups where fossil-fuelled products constitute 50 percent or more of purchase cost. These typically include barbecuing charcoal, propane, lighters and candles. Emission factors for combustion are applied in combination with the quantity of goods sold. For segment Sweden, the same method as described for category 1 applies. Emission estimates are based on purchase cost per product group relative to equivalent product groups in Europris, benefiting from the more granular product group structure used in the 2025 calculation.

Category 12: end-of-life treatment

Emissions from waste disposal and treatment of products at the end of their life are calculated for segment Norway and franchises based on product groups. An evaluation of waste fraction for end-of-life treatment has been conducted for each product group. Different calculation methods are applied depending on whether products are fully disposed, or whether only packaging and some product residues become waste at the end of life. Appropriate emission factors for waste treatment of each material are combined with the total weight of relevant products sold. For segment Sweden, the same method as described for category 1 applies. Emission estimates are based on purchase cost per product group relative to equivalent product groups in Europris, benefiting from the more granular product group structure used in the 2025 calculation.

GHG emission intensity

GHG emission intensity is measured as total GHG emissions $(\mathrm{tCO}_{2}\mathrm{e})$ per million NOK of net revenue. Group net revenue equals "Revenue" in the Consolidated income statement on page 135. In addition, net revenue of franchises is included in the net revenue used to calculate GHG intensity. The GHG intensity has decreased since last year as seen in the table below.

In the Annual report 2024, gross profit was used to calculate GHG emission intensity. In this year's report, net revenue, defined in accordance with IFRS 15, is used instead. The 2024 figures have been updated accordingly.

GHG intensity per net revenue
2024 2025 % change last year
Total GHG emissions (location-based) per net revenue (tCO_{2}e/MNOK) 38.4 36.9 (3.8%)
Total GHG emissions (market-based) per net revenue (tCO_{2}e/MNOK) 39.8 38.1 (4.3%)
Reconciliation of net revenue used to calculate GHG intensity
--- --- --- ---
MNOK 2024 2025 % change last year
Net revenue - group 12,632 14,740 16.7%
Net revenue - franchises 1,004 985 (1.9%)
Net revenue used to calculate GHG intensity 13,636 15,724 15.3%

// E1-7

GHG removal and carbon credits

The group is not involved in any projects to remove GHG from the atmosphere or to mitigate emissions through the purchase of carbon credits outside the group's value chain. Actions to neutralise any residual emissions in 2050 to reach the science-based net-zero target, will be developed over the coming years. Buying carbon removal credits is the most probable alternative.

// E1-8

Internal carbon pricing

The group does not apply any internal carbon pricing schemes.


Biodiversity and ecosystems

Biodiversity and ecosystems

The group's ambition is to give everyone the opportunity to make sustainable choices and be a pioneer for affordable sustainable products.

Biodiversity refers to the variety of life on earth, including different species of plants, animals, microorganisms, and the ecosystems they form. It plays a critical role in maintaining the balance and health of the environment.

Impacts on the extent and conditions of ecosystems refers to changes that affect the size, structure, health, and functionality of natural ecosystems due to various natural and human-induced factors. These impacts can lead to ecosystem degradation, loss of biodiversity, and disruptions in ecological processes.


Biodiversity and ecosystems

//ESRS2§17

Material impacts, risks and opportunities

The topic of biodiversity and ecosystems is disclosed in brief, in accordance with the use of phase-in provisions.

E4 - Material IROs

Type Activity Description Time horizon Value chain
Impacts on the extent and condition of ecosystems
Actual negative impact Production of area intensive goods or forestry-based products Being a retailer, the group sells products containing raw materials that are area intensive, which is one of the drivers to affect biodiversity loss through deforestation. Examples of products include wood, paper, cocoa, coffee beans, palm oil and soy. Short-term Upstream
Reputational risk Sales of products associated with deforestation and biodiversity loss The group sells products containing coffee, cocoa, wood, palm oil and soy which can be associated with deforestation and biodiversity loss. The fact that the group has this negative impact also constitutes a reputational risk linked to being perceived as selling products prone to deforestation. Short-term Upstream

The group's business model and strategy take into account the impacts on biodiversity loss, particularly in relation to the sourcing of raw materials. This applies to key commodities such as wood, paper, cocoa, coffee beans, palm oil and soy. Given that these materials are present across various product categories and that most packaging is made of paper and cardboard, the group integrates biodiversity considerations into its procurement decisions. The sourcing strategy is continuously adapted to minimise negative impacts and reputational risk, through compliance with the EU Deforestation Regulation (EUDR). Clear supplier requirements on biodiversity are defined, communicated and monitored with suppliers to address related risks and impacts.

Policy

The group has established a commodity deforestation policy to guide its sourcing strategy and integrate biodiversity considerations. The aim of the policy is to ensure sourcing in a way that enhance conditions for biodiversity and well functioning eco-systems by ensuring that raw materials utilised within the group's product range do not contribute to deforestation.

To support traceability of key commodities, the policy requires suppliers to report on how they ensure that raw materials are deforestation-free, traceable and that production does not harm the rights of indigenous people.

The policy affects raw materials in the value chain typically within tier 2 and tier 3. The supplier is responsible for ensuring compliance with requirements and promoting engagement throughout the value chain while the group holds accountability for its own sourced products.

Actions

Preparing for EUDR compliance: strengthening traceability in the value chain

Several actions have been implemented over the past year to mitigate negative impacts and reduce reputational risk associated with deforestation. The main initiatives focus on ensuring compliance with EUDR thus strengthening the implementation of the group policy in this area.

A project was initiated in 2024 to prepare for the upcoming regulation, which imposes extensive obligations, including due diligence assessments, traceability, and certification. In 2025, the group has intensified its focus through a cross-functional team involving quality, sustainability, procurement, master data and the sourcing office in China, to ensure readiness for upcoming requirements. The policy has been updated to incorporate specific sourcing requirements, which have also been established and communicated across the supply chain.

To ensure that consumer products are made of raw materials from legally harvested forests, sustainable forestry, deforestation free raw materials and comply with EUDR requirements, the following needs to be in place:

a) Statement of type of commodity/commodities used
b) Certificate of material (FSC, PEFC or other)
c) Harvest country
d) Assurance of traceability throughout the whole supply chain (from finished product back to the forest).


Biodiversity and ecosystems

Ongoing dialogue with key stakeholders has been essential in identifying solutions where traceability and documentation requirements have been challenging. In some cases, the group has strategically relocated sourcing to countries that enable full traceability and compliance with documentation requirements.

Metrics and targets

To develop metrics and targets and measure progress going forward, the group has identified the need to do a risk assessment of this material topic. Until this is done, a target will not be developed other than the obligations linked to the SBTi approved FLAG emission targets where the group in addition commits to no deforestation across its primary deforestation-linked commodities, with a target date of December 31 2025.

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Resource use and circular economy

Resource use and circular economy

The group's ambition is to give everyone the opportunity to make sustainable choices and be a pioneer for affordable sustainable products.

Resource inflows and outflows are about maintaining resources in the economy for as long as possible. The goal is to maximise and sustain the value of technical and biological resources, products and materials by creating a system that allows for durability, optimal use or reuse, refurbishment, reproduction and recycling.

Resource inflows, including the circularity of material resource supply, is related to the use of renewable and non-renewable resources. For the group this typically involves raw materials for packaging or products.

Resource outflows from products and services pertain to all materials, including waste associated with a given economic activity that is generated in the group's own operations and in downstream activities.

Waste applies to the management of waste streams in the transition to circular business models that limit waste as part of resource depletion.

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Resource use and circular economy

// ESRS 2 SBM-3 and E5 SBM-3

Material impacts, risks and opportunities

E5 - Material IROs

Type Activity or event Description Time horizon Value chain
Resource inflows
Actual negative impact Sale of non-repairable durable goods The group offers spare parts and repair options for a selection within durable goods. When products without such options are damaged or lose parts, they are typically replaced in full. This leads to increased consumption and demand for virgin materials, which may contribute to environmental degradation. Short-term Own operations
Potential negative impact Sale of affordable goods The selling of lower-priced goods might lower the barrier to purchase new or additional items. As a result, consumers may replace products more frequently, which can lead to increased consumption. This again leads to increased demand for raw materials which may contribute to environmental degradation. Medium-term Downstream
Financial risk Regulations on circularity The EU's circular economy action plan emphasises the importance of a resource-efficient, climate-neutral and circular economy. These new rules pose a risk to the group through the resources required to trace and phase out prohibited products and adjust business practices/activities. In addition, there might be an increase in the price of renewable and recycled goods in the short to medium term. Medium-term Own operations
Resource outflows
Actual negative impact Waste generation from end of life treatment of affordable goods The selling of lower-priced goods may lower the barrier to replace an item and purchase a new one. This may contribute to environmental degradation by increasing waste generation. Short-term Downstream
Actual negative impact Sale of products with excessive packaging To ensure protection during transport and enhanced shelf appeal, products may have excessive packaging. This in turn may contribute to environmental degradation by increasing waste generation. Medium-term Own operations Downstream
Opportunity Increased demand for circular products By offering more circular products the group could benefit from increased brand reputation and customer loyalty, which may result in increased sales. Medium-term Downstream
Waste
Actual negative impact Waste generation in own operations The group's own operations generate waste, particularly from packaging in stores. This may affect the environment negatively through increased landfill use and greenhouse gas emissions from waste management processes. Short-term Own operations

Resource use and circular economy

// ESRS 2 SBM-3

The group has identified both current and anticipated effects related to resource inflows, outflows, and waste generation, and is taking steps to address them.

Regulations on circularity pose a financial risk to the group; however, the growing demand for circular products also presents a strategic opportunity to enhance brand reputation, strengthen customer loyalty, and drive long-term cost savings. Reduced material use in products and packaging is one initiative to achieve operational efficiencies while meeting consumer and regulatory expectations. Effective waste management systems are another key example.

The group demonstrates resilience by adapting its sourcing strategy in line with circular principles by implementing internal processes and routines to ensure compliance with evolving circular regulations.

In this respect, strategic initiatives supported by dedicated resources have been initiated centrally. One such priority is automating data collection and reporting to improve traceability and accountability in sustainability efforts.

Effective internal and external communication, along with knowledge sharing, is crucial for accelerating internal processes and strengthening the group's external reputation.

The challenge lies in balancing regulatory compliance, customer needs and internal targets, while maintaining profitability. Therefore, it is crucial to sustain strong momentum and maintain a continuous focus on progress.

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Resource use and circular economy

// E5-1

Policies

To manage material impacts, risks and opportunities related to resource use and circular economy, and to guide internal resources connected to sourcing and purchasing of products, the group has adopted a commodity policy and guidelines for sustainable sourcing. As plastics constitute one of the group's most material raw-material categories from a circularity and resource-efficiency perspective, a plastic policy has been established. The policy sets out clear ambitions to minimise plastic consumption, increase the share of recycled

content and ensure improved recyclability across relevant product categories.

The policy and sourcing guidelines are made available internally and communicated through email, meetings and sourcing routines to relevant roles in Europris, and will gradually be implemented across the remainder of the group. The most senior role accountable for the implementation of the policy is the VP Strategy and Sustainability.

Key principles of plastic policy Key areas addressed in the plastic policy
• Guidelines to reduce the consumption of plastic, give preference to using recycled and recyclable plastic in packaging and products, and make it easier to sort plastic correctly.
• Where alternatives are available which satisfy the technical requirements and are more sustainable, they will be preferred to plastic.
• The group aims to sort plastic in order to minimise the burden on the environment.
• The group aims to take an active role in removing plastic from the environment and encourage employees to do the same. • How to achieve the objectives within own operations as well as on products and packaging.
• Instructions on preferred utilisation of plastic: preferably recycled and recyclable plastic.
• Instructions on optimal filling rate to reduce the consumption of plastic.
• Instructions on waste sorting labels on packaging: all packaging with symbols and text to indicate how plastic should be sorted.
• Instructions to avoid and phase out carbon black plastic due to challenges with optical sorting at recycling facilities.

Definitions of types of plastic:
• Recyclable
• Degradable
• Degree of filling
• Black plastic
• Relevant regulatory frameworks: Regulations on products, food contact regulations and PPWR and national waste regulations. |

Furthermore, to address impacts, the group has developed guidelines presented below, which are implemented at the sourcing strategy of products and packaging at Europris. This framework will be extended to include an increasingly significant share of the product assortment in segment

Sweden, reflecting the continued alignment and centralisation of the product range. The guidelines outline the group's targets for transitioning away from virgin resources by increasing the use of recycled and renewable resources.

Guidelines for circular product sourcing

• Work to increase the share of third-party certified products.

• Work to ensure recycled or recyclable packaging.

• Work to reduce the amount of packaging used in products and packaging.

• Work to increase the share of recycled and renewable materials in products.

• Applicable commodity policies will apply when the main material is plastic or a commodity potentially involved in deforestation.


Resource use and circular economy
77

// E5-2

Actions

Actions to manage resource inflows and outflows

The following describes the actions implemented at Europris and ÖoB, to manage the material impacts, risks and opportunities related to resource use and circular economy, and to achieve the objectives set out in the targets and policies for this topic. As the actions outlined in this chapter are embedded in everyday operations, the financial resources allocated to each action have not been calculated.

Managing regulations on circularity

To mitigate the financial risk related to regulations and to proactively manage, comply with, and stay ahead of upcoming regulations on circularity, the group has continued its work with a dedicated team responsible for identifying, assessing, and addressing regulatory demands and their implications for the group. Findings and action plans from the working group is reported to a steering group, consisting of relevant representatives from the management group. This ensures effective execution, strategic decision-making, and a clear sense-of-urgency in driving regulatory compliance across the group. The work is ongoing and will continue.

To further strengthen this area and manage compliance, a new role was established within the quality assurance department in 2025, and a resource for this role was recruited the same year. The role will work closely with the sustainability function to support effective integration of evolving regulatory requirements, with the appointed resource scheduled to start in the first quarter of 2026.

Unified approach to circular sourcing across the group

During 2025, the group made significant progress in implementing circular sourcing guidelines in ÖoB. This development is a natural consequence of continued alignment and centralisation of the product range and is led by the category department. Through this harmonisation, both Europris and ÖoB largely operate according to shared principles and processes for circular sourcing. ÖoB is now included in an increased number of metrics and targets, resulting in enhanced transparency, improved control, and more effective follow-up within cross-country teams.

Sourcing strategy to enable the use of recyclable, recycled and renewable raw materials

Based on guidelines for circular sourcing, the group contributes positively to resource use both upstream and downstream by gradually selecting raw materials for products and packaging that are recyclable and/or renewable. This approach reduces the strain on natural resources and upstream inflows in the value chain as well as downstream outflows by minimising waste from end-of-life treatment.

In 2025, the sourcing strategy was further linked to the climate action plan and aligned with procurement roles through on-site sessions in Norway and Sweden, as well as with key resources in the sourcing office in China. In addition, a separate in-depth session was held during the internal Sustainability week in Norway in September, with particular emphasis on packaging and forthcoming requirements under the Packaging and Packaging Waste Regulation (PPWR).

In 2025, two internal targets were established to support the climate action plan and strengthen circular sourcing efforts. The targets focus on durable, own-sourced products and aim to increase the share of recycled material in polyester and plastic to 30 per cent by 2030. In addition, the group will explore opportunities for the use of recycled aluminium. Going forward, as more precise ESG data on products and packaging is collected, the group aims to establish additional targets aligned with metrics linked to the defined guidelines of more circular sourcing.

Plastic pledge

In 2020, Europris committed to the Green Dot plastic pledge, undertaking to contribute to a more circular plastic economy. The goals are to increase the use of recycled plastic, avoid unnecessary use of materials, and design for recycling in packaging. The category department is working towards a general annual reduction in the amount of packaging. Defined guidelines for circular product sourcing, such as increasing the use of recycled and renewable packaging materials and optimising materials for recyclability are incorporated to the extent possible when designing new packaging. In addition, Europris requires suppliers to progressively align with defined packaging guidelines to support the delivery of its ambition.

Progress was made in 2025 towards the targets for several products, with improved packaging initiatives pursued. This work will continue going forward. Improvements include switching from virgin to recycled plastic, replacing plastic with paper and cardboard, and eliminating unnecessary packaging materials. However, product data is currently not sufficient to track progress accurately, and therefore detailed progress cannot be disclosed.

ESG data

In 2025, the group worked systematically to strengthen the quantity, quality, scope, and application of ESG data, with resources from the master data team, sustainability and finance. Europris has obtained a substantial increase in the coverage of product-related ESG data. Approximately 50 per cent of the purchased weight of non-consumable goods in Europris now has ESG data registered.

Despite these targeted efforts, supplier-reported data continues to be incomplete, of varying quality, and not provided at a pace sufficient to support the group's ambition


Resource use and circular economy

level. As a result, the group has not been able to uphold its intended ambition to develop metrics and targets for new key indicators during the reporting year. In response to these challenges, the group has intensified its focus on this area. Priority measures include increased supplier follow-up, enhanced data validation, and more stringent documentation requirements for new products. These steps aim to secure a higher volume of reliable data, enabling more robust target-setting and improved progress tracking going forward. Until sufficient and reliable data is available, the group will limit external disclosures to the metrics and targets contained in this report.

Actions to manage waste

During the reporting year, a total of 11,207 tonnes of waste were generated from the group's own operations, with cardboard and paper representing the primary sorted materials. The residual waste accounted for 1,590 tonnes,

corresponding to 17.6 per cent of total non-recyclable waste generated. In order to mitigate this negative impact, Europris and, more recently ÖoB, have consistently worked to improve waste sorting within own operations and to track progress against defined targets. The group aims to achieve an overall sorting rate of 90 per cent by 2030. Overall positive progress in sorting rate reflects steady improvement in actions to achieve this target. Internal focus and clear communication remain key factors in driving progress towards the target. Additionally, incentive schemes linked to sorting rate help reinforce commitment and support continued improvement. Waste-related impacts are managed by operations and store employees.

As the actions outlined in this chapter are embedded in everyday operations, the financial resources allocated to each action have not been calculated.

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Resource use and circular economy
79

// E5-3

Targets

In order to address the policies and track progress in management of material impacts, risks and opportunities related to resource use and circular economy, the group has the following metrics and targets defined as listed below.

Process for setting targets

Internal stakeholders involved in developing the metrics and targets are resources from sustainability, finance, quality assurance, IT and procurement.

Monitoring of targets

Progress towards targets is monitored and reported on a quarterly and annual basis depending on the metric

as listed in the table below and as described in the governance chapter on page 35.

The traffic light symbol indicates whether the performance is below, in line with, or exceeding the expected target.

The underlying measurement and significant assumptions, limitations, data sources and the process to collect data for the targets with historical data remain unchanged, with some exceptions. In 2025, the figures for spare parts and complaint rate were updated to include segment Sweden. Historical data have been updated accordingly.

The two targets related to establishing a representative sample of products with ESG data have been removed. Measurable metrics will be disclosed once adequate data is available.

Scope 2025 Metric Actual Target Measurement Topic relevance // waste hierarchy
EP ÖoB PP 2024 2025 2025 2026 2030
Resource outflows
Y Y N Maintain a low complaint rate on durable goods to promote durability 0.26 0.24 < 0.34 < 0.34 < 0.34 Complaints in percentage of number of items sold, within durable goods (measured quarterly) The increase of circular product design // prevent
Y Y N Provide spare parts for relevant durable goods to enable repairability 9.2 11.3 Target not defined Target not defined Target not defined Percentage of relevant durable goods with spare parts (measured yearly) The increase of circular product design // prevent
Waste
Y Y Y Reach an overall sorting rate of 90 percent by 2030, in order to enable recycling 85.2 85.8 86.0 86.0 90.0 Percentage of total amount of waste that is sorted (measured quarterly) Waste management // reuse and recycle

EP = Europris
PP = Pure play


Resource use and circular economy

// E5-4 and E5-5

Metrics resource inflows and outflows

To ensure consistency across disclosures on resource inflows and outflows and the related GHG emissions, the calculations are performed in accordance with the principle of operational control, with franchise data included in the group's consolidated totals.

Resource inflows
Type of material Unit 2024 2025
Biological materials Metric tonnes 133,475 171,848
Share of total materials % 56.8% 58.0%
Sustainably sourced Metric tonnes 16,033 24,184
Share of bio. sustainably sourced % 12.0% 14.1%
Technical materials Metric tonnes 101,641 124,566
Share of total materials % 43.2% 42.0%
Total materials incl. packaging Metric tonnes 235,116 296,414
Secondary materials Metric tonnes 0 0
Share of total materials % —% —%

Resource inflows

The group's reported material inflows relate to purchased goods for resale. Data on the weight of purchased goods for internal use are not available, but are assumed to be negligible in comparison. Packaging is included in the total weight. However, due to limitations in data quality, packaging is assumed to be of the same material type as the product.

For segment Norway and franchises, actual product weight data is primarily used in the calculations. The estimates made for OoB are based on the purchase cost in each product category relative to the purchase cost in Europris in the equivalent product category. Compared to last year, the estimate for OoB is more precise, as it is based on a more granular set of product groups.

In the table above on Resource inflows, the 2024 figures have been corrected compared to the Annual report 2024. They now include OoB from the acquisition date rather than using a full-year estimate.

Biological materials

In short, biological materials are defined by EFRAG as materials that are derived from living organisms, such as plants, animals, or microorganisms. Biological materials in the group's resource inflows, are typically food and wood-based products such as toilet paper.

In 2025, biological materials constituted 58.0 per cent of the 296,414 tonnes of materials sourced. The increase of 61,297 tonnes in total weight sourced in 2025, is primarily due to the 2024 figure only including OoB from the date of acquisition in May 2024.

Sustainably sourced biological material

Biological materials are sustainably sourced if they are replenished or regrown at a faster rate than harvested or extracted, according to EFRAG. They are typically certified by an internationally recognised certification scheme. The group has defined a list of 18 sustainability-related certification schemes, such as FSC and the Nordic Swan ecolabel, on which the calculation of this metric is based.

In 2025, 14.1 per cent of the biological material is sustainably sourced, up from 12.0 in 2024. The increase in the share of sustainably sourced biological material is primarily caused by an increase in Nordic Swan labelled kitchen rolls.

Secondary materials

Currently, the share of secondary materials and the application of the cascading principle is unknown due to limitations in product data quality.


Resource use and circular economy
81

Resource outflows

Products sold and waste from own operations constitute the resource outflows.

Durability

Since a significant portion of the group's product range consists of consumables for which durability is not relevant, the metric on durability is based on product groups defined as durable goods by the group. These products are intended to have a longer lifespan and provide repeated use over an extended period of time.

Given the broad product range, industry-average durability data is not available at either product or product-group level. Therefore, the durability of each product group classified as durable goods is assessed using the complaint rate. Any customer complaint is seen as a proxy for a product's durability being lower than the expected industry average. For 2025, the complaint rate is based on data from Europris and ÖoB. The 2024 complaint rate has been updated to include the full-year number of complaints for ÖoB.

Durability
2024 2025
Complaint rate 0.26% 0.24%
Industry average n/a n/a

Repairability

The group is exploring ways to extend product lifespans by introducing repairable goods and offering spare parts for a wider range of products. This is expected to reduce the number of broken products and thereby limit waste and resource consumption. The repairability of goods sold is measured as the share of products within durable goods with one or more spare parts available. A subset of product groups within durable goods are used for the calculation, as these groups contain products where one can reasonably expect spare parts to be provided.

For 2025, the metric is based on data from Europris and ÖoB. The 2024 figure has been updated to include the full-year number for ÖoB. Relevant product groups for which spare parts are applicable have been reviewed and updated. 11.3 per cent of the products in these groups had at least one spare part available, up from 9.2 per cent in 2024.

Repairability
2024 2025
Share of durable goods with spare parts 9.2% 11.3%

Recyclable content

Currently, the share of recyclable materials in products is unknown due to limitations in product data quality.

Waste

In general, waste amounts are calculated based on actual data, both from segment Norway, segment Sweden and franchises. For stores where some or all data on actual waste generation is lacking, typically stores located in shopping centres, the amounts of waste are estimated based on primary data from other group stores.

In 2025, total waste amounted to 11,207 tonnes. The 14.7 per cent increase from last year is primarily due to the 2024 figure only including segment Sweden from the date of acquisition in May 2024.

Composition of waste in metric tonnes
Waste fraction 2024 2025
Cardboard and paper 6,544.6 7,579.8
Plastic 759.6 861.2
Organic waste 630.0 652.0
Metal 240.4 337.4
Electric waste 77.9 137.9
Hazardous waste 40.8 11.9
Batteries 13.6 23.0
Glass 7.0 9.9
Unorganic waste 1.0 2.3
Chemical (non-hazardous) 0.0 0.7
Medical waste 0.0 0.3
Textiles 0.0 0.2
Rubber 0.0 0.1
Residual waste 1,457.1 1,590.3
Total 9,772.0 11,206.8

Most of the group's waste is generated in stores. As shown in the table on waste generated on the next page, over 82 per cent is recycled and less than 18 per cent is incinerated, while only a small fraction goes to landfill.

As the amount of waste prepared for reuse is unknown, all waste diverted from disposal is reported as recycled.


Resource use and circular economy

Waste generated
Waste, metric tonnes 2024 2025
Non-hazardous 9,731.2 11,194.8
Diverted from disposal 7,848.5 9,230.9
Preparation for reuse 0.0 0.0
Recycling 7,848.5 9,230.9
Other recovery 0.0 0.0
Directed to disposal 1,882.7 1,964.0
Incineration 1,878.2 1,956.4
Landfill 4.6 7.6
Other disposal 0.0 0.0
Hazardous 40.8 11.9
Diverted from disposal 0.2 4.2
Preparation for reuse 0.0 0.0
Recycling 0.2 4.2
Other recovery 0.0 0.0
Directed to disposal 40.6 7.7
Incineration 40.6 7.1
Landfill 0.0 0.6
Other disposal 0.0 0.0
TOTAL WASTE 9,772.0 11,206.7
Total diverted from disposal 7,848.7 9,235.1
Total directed to disposal 1,923.3 1,971.6
Non-recycled waste* 1,923.3 1,971.6
% Non-recycled waste 19.7% 17.6%
  • "Non-recycled waste" means any waste not recycled within the meaning of "recycling". "Recycling" means any recovery operation by which waste materials are reprocessed into products, materials or substances whether for the original or other purposes. It includes the reprocessing of organic material but does not include energy recovery and the reprocessing into materials that are to be used as fuels or for backfilling operations.

83

Social

S1 Own workforce
S2 Workers in the value chain
S4 Consumers and end-users

Own workforce

Own workforce

The group's ambition is to be an attractive place to work, where employees thrive and experience personal development.

Working conditions relate to the physical and psychological conditions employees are exposed to while working. The working conditions for the group's own workforce are impacted by the approach to health and safety and secure employment.

Equal treatment and opportunities for all employees relates to how the group ensures diversity and inclusion, gender equality and training and skill development.

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Own workforce

// ESRS 2 SBM-3 and S1 SBM-3

Material impacts, risks and opportunities

S1 - Material IROs

Type Activity Description Time horizon Value chain
Working conditions (health and safety, secure employment)
Actual negative impact Temporary and non-guaranteed hours employees The group's staffing needs in stores changes seasonally as part of its core operations. While the use of temporary and non-guaranteed hours employees provides flexibility, this practise can lead to uncertainty in these employees' lives, caused by the group's operational activities. Short-term Own operations
Actual negative impact Physically demanding work tasks Given the group's operations in both retail stores and logistics centres, employees are often required to perform physically demanding tasks. The physical nature of the work can lead to health risks for employees and an early exit from the workforce. Short-term Own operations
Equal treatment and opportunities for all (diversity, gender equality, training and skill development)
Potential positive impact Employee training and skill development Through its own activities, the group offers training programmes aligned with its strategy, including courses aimed at enhancing employees' skills and career growth opportunities, which may directly contribute to both individual development and organisational success. Short-term Own operations
Actual positive impact Collaboration with NAV on internships, training and language practice Through collaboration and partnerships with Norwegian Labour and Welfare Administration (NAV), Europris includes vulnerable individuals in the working life by creating opportunities to develop skills and re-enter the workforce. This approach contributes to both individual development and organisational success, aligning with the group's strategy. Short-term Own operations
Potential negative impact Potential discrimination within own workforce The group recruits and employs a diverse workforce, particularly in stores and logistics centres, who can face an inherent risk of discrimination. This can lead to negative stress, reduced mental well-being, increased absenteeism, and turnover if not addressed effectively by the group. Short-term Own operations

// ESRS 2 SBM-3

Ensuring the well-being of its own workforce, is an integral part of the group's strategy. The group is committed to create an attractive workplace where employees can develop and thrive. It aims to attract qualified talent to maintain a competitive position. Transparency, meeting expectations and a long-term commitment to employees strengthen trust and foster loyalty. These efforts position the group as a responsible and desirable employer in the labour market.

The key initiatives implemented to build resilience, stretches from leadership training, employee performance reviews and talent succession management programmes. The group systematically identifies and implements key

actions to manage material impacts, and has a structured approach to follow up on employee engagement and satisfaction through surveys. The group also works systematically with employee representatives to understand and address the group's impact on its employees. Actions on training and skill development are further described on page 90.

The group has not identified any material impacts for its workforce related to transitioning to greener and more climate-neutral operations. However, the group's ambitious climate goals are likely to result in changes in how employees collaborate across departments.


Own workforce

Description types of employees

The table below describes the different types of employees and non-employees in relation to identified impacts.

Description of employees Actual / potential negative impacts Actual positive impacts
Head office
(Employees) Potential discrimination within own workforce
(systematic) Employee training and skill development
(systematic)
Logistics centre
(Employees) Temporary and non-guaranteed hours
employees (systematic) Employee training and skill development
(systematic)
Physically demanding work tasks (systematic)
Potential discrimination within own workforce
(systematic)
Stores
(Employees) Temporary and non-guaranteed hours
employees (systematic) Employee training and skill development
(systematic)
Physically demanding work tasks (systematic) Collaboration with NAV on internships, training
and language practice (systematic)
Potential discrimination within own workforce
(systematic) n/a
Hired personnel
through third party
(Non-employees) Temporary and non-guaranteed hours
employees (systematic) Employee training and skill development
(systematic)
Physically demanding work tasks (systematic) n/a
Potential discrimination within own workforce
(systematic) n/a

img-7.jpeg


Own workforce

// S1-1

Policies

To manage material impacts, the group has implemented policies that cover the material topics related to secure employment, health and safety, as well as topics on diversity and gender equality, and training and skill development. The policies cover all employees and responsibility for implementation rests with the CFO.

Ethics policy

The group's policy on ethics is available to all employees within Europris and ÖoB through the intranet and employee handbooks. Operationalisation is handled by the HR departments.

The policy aligns with the UN Guiding Principles on Business and Human Rights, the ILO Declaration and the OECD Guidelines and explicitly address child labour and forced labour. Procedures for whistleblowing and remediation is outlined in the policy – more information on this topic is covered on page 89.

Key principles of the Ethics policy Key areas addressed in the Ethics policy
• Set clear expectations for behaviour, responsibilities and managerial oversight.
• Promote fairness, respect, diversity, inclusion and a safe workplace.
• Prevent corruption, discrimination, harassment, conflict of interests and human rights violations.
• Guide ethical conduct with customers, suppliers, partners and competitors.
• Provide clear procedures for reporting and handling unethical behaviour and protecting whistleblowers. • Workplace conduct
• Business shall be conducted with integrity and transparency.
• Fair and responsible conduct is required towards customers, suppliers and partners.
• Adverse environmental and social impacts shall be minimised through responsible resource use.
• Data protection and confidentiality
• Whistleblowing
• Child labour, forced labour and human trafficking

HSE policies

The HSE policies are accessible to all employees within Europris and ÖoB through intranet and employee handbooks. The policies have been developed by the group's managers within HSE and HR, with employee involvement through regular forums. The operationalisation is carried out by HSE managers, store managers and HR departments across the group. To ensure effective rollout, the group has established an annual HSE cycle encompassing key operational areas which support effective follow-up and implementation of actions.

Key principles of HSE policies Key areas addressed in HSE policies
• To prevent workplace accidents and ensure employee safety.
• Expectations for behaviour, goals and actions.
• Responsibilities for implementation of the policy and compliance.
• Guidelines and procedures for regular health and safety risk assessments, training of employees, and improvement of the working environment. • Health and safety
• Sick-leave
• Inclusion of people with disabilities
• Working environment improvements

Diversity and equality policy

The diversity and equality policy is accessible to all employees within Europris and ÖoB through the intranet and employee handbooks. It is publicly available at the investor relations page: https://investor.europris.no/governance/sustainability/default.aspx. To meet the requirements set out in chapter 4 in the Equality and Anti-Discrimination Act in Norway and chapter 3 in the Discrimination Act in Sweden, the group works systematically with equality, diversity and inclusion. This work is supported by the equality, diversity and inclusion (EDI) resource group established in 2025. Implementation of the diversity and equality policies is overseen by the group's HR departments.


Own workforce

Key principles of Diversity and equality policy Key areas addressed in Diversity and equality policy
• Zero-tolerance for unjustified discrimination based on gender, ethnicity, disability, sexual orientation or other grounds of discrimination.
• The right for all employees to have good and equal working conditions and compensation.
• Duty to accommodate individuals with disabilities, language challenges, cultural and religious minorities, and those who are pregnant or have caregiving responsibilities.
• Actions to ensure non-discrimination during recruitment and employment. • Diversity
• Gender equality
• Secure employment
• Training and skills development
• Health and working environment
• Equal treatment in wage assessments for work of equal value

// S1-2

Processes for engagement

The group has established procedures to ensure fair treatment of all employees, which include training programmes, whistleblowing systems and annual employee surveys. These measures enable employees to report any workplace related issues and provide feedback to address and discuss the group's material impacts.

The responsibility for maintaining workforce engagement lies with the CFO, who oversees the HR departments. This responsibility is supported by local managers, such as store and departmental leaders, who are accountable for practical implementation, alongside qualified HSE and HR professionals.

Engagement with the workforce occurs through direct interaction and through engagement with workers' representatives at various stages of decision-making. This includes policy development, operational changes, and health and safety initiatives.

Direct engagement with the workforce

  • Performance reviews and annual one-to-one meetings take place between employees and managers. These help identify individual needs, such as training and career development, supporting the group's positive impact on skill development.
  • Departmental meetings are held regularly to discuss operational matters, including seasonal staffing, which can affect employees with non-guaranteed hours.
  • Town hall meetings are held quarterly with agendas tailored to local operations.
  • Internal newsletters are published bi-weekly, providing store employees with operational key information.

Engagement with workers' representatives

  • Workers' representatives across the group participate in formal committees that meet quarterly to address topics as workplace conditions, including HSE, staffing needs and EDI.
  • In segment Sweden, any HSE-related changes are negotiated with the labour union through the safety committee.
  • Management and union representatives hold weekly meetings at the Europris logistics centre to discuss ongoing matters related to HSE and staffing needs.
  • To strengthen efforts for a diverse workforce and support vulnerable employees, the group established a EDI resource group in 2025, that gathers quarterly. The initiative is further described on page 91

Feedback mechanisms

The communication channels are complemented by systematic feedback mechanisms. The annual employee survey provides insights into for example:

  • Frequency of performance reviews
  • Occurrence of departmental meetings
  • Employee involvement in decision-making

Europris assesses how employees perceive their involvement in decisions that affect their work. In 2025, stores reported an average score of 6.3 out of 7, unchanged from 2024. At the headquarters and logistics centre, the score reached 5.2 in 2025, an increase of 0.2 points compared with the previous year. The results are communicated and used to improve engagement measures and refine strategies to be considered as an attractive employer.


Own workforce

// S1-3

Remediation of impacts and channels to raise concerns

The group has implemented procedures to ensure a safe working environment where employees are encouraged to report concerns related to harassment, discrimination or other workplace challenges.

Reporting channels

Employees can use internal channels, including their immediate manager, safety representative, Working Environment Committee or the HR department. The group also provides an independent whistleblowing channel managed by a third party. This channel is available for both employees and external stakeholders to report issues related to violations of ethical guidelines, discrimination, or harassment. ÖoB introduced the channel internally in 2025 and will make it externally available early 2026.

These reporting structures are designed to handle cases effectively and implement necessary improvements. Follow-ups are carried out in collaboration with relevant managers, ensuring that employees are supported throughout the process. The group addresses grievances tailored to each incident, depending on its severity.

Employee survey and effectiveness assessment

The group asks employees to answer specific questions about their confidence in raising concerns and the handling of bullying and harassment. Europris asks about employees' knowledge of whistleblowing processes. Responses provide insights into the effectiveness of implemented measures and help identify discrepancies and areas for improvement. Feedback is provided to the immediate manager, who then implements relevant actions, while HR and regional managers review results to ensure follow-up on an aggregated level. This structure ensures the effectiveness and continuous improvement of procedures.

Protection against retaliation

To maintain trust in reporting structures, the group protects employees from retaliation. An explicit ban on retaliation towards whistleblowers is integrated into internal guidelines and is part of digital training programmes. These measures ensure that employees can utilise reporting channels with confidence, free from fear of repercussions.

// S1-4

Actions

This section outlines actions to manage material impacts related to own workforce and achieve objectives set in policies and targets. Several actions are ongoing and will continue. Each is implemented within defined timeframes aligned with strategic objectives. HR, HSE managers and store managers are responsible for overseeing the operationalisation.

Actions to manage secure employment

The group has a negative impact connected to a high number of temporary and non-guaranteed hours employees. In 2025, the number of temporary workers decreased to 523, compared with 528 in 2024. At the same time, the share of non-guaranteed hours increased to 1,214, up from 1,186 in the previous year. The trend indicates that this impact remains significant and requires continued action. The group has initiated the two key actions listed below to mitigate the negative impact:

Transparent staffing practises

In order to maintain operational efficiency while managing the high share of temporary and non-guaranteed hours employees, the group works closely with workers' representatives and regional managers to ensure fair and transparent staffing practices. Europris also reduces any improper use of non-guaranteed hours contracts by transitioning employees to fixed-term or permanent contracts where appropriate, and by holding regular staffing meetings at the logistics centre to continuously assess staffing levels in relation to workload and targets.

Optimal staffing project

In 2025, Europris completed a project on optimal staffing. The objective was to ensure the right number of employees at the right time. This included training store managers to increase awareness of risks associated with incorrect contract use.

These actions promote proactive planning with regards to workforce needs and reduce the risk of over- or understaffing. They also emphasise the psychosocial and organisational working environment to ensure that planning is predictable, transparent, and supports employee growth and well-being. Europris shares insights from the optimal staffing project with ÖoB to drive improvement across the group.


Own workforce

Actions to manage health and safety

Physical demands with regards to work in stores and at the logistics centres poses risks of health issues over time. In 2025, the group's sickness absence was 6.8 per cent, down from 7.5 per cent in 2024.

The number of recorded work-related accidents in 2025 was 96, compared with 68 in 2024. The rate of recorded work-related accidents in 2025 was 18.2, compared with 14.2 in 2024. Lost days due to work-related injuries and ill health totalled 463 in 2025, compared with 311 in 2024.

The rise reflects the inclusion of Lekekassen in the data and a general increase across the group. In response to mitigate the negative impact, the group implemented two key actions in 2025, and will further strengthen its efforts going forward through increased resources and additional measures.

Compliance and risk management

Europris conducts risk assessments, updates its HSE manuals annually and offers training for both managers and employees to ensure that all employees remain updated on health and safety guidelines. ÖoB uses a digital tool with reminders to ensure HSE routines are followed, reducing the risk of non-compliance.

Ergonomics and safety initiatives

In addition to providing ergonomically correct equipment for relevant tasks, employees receive annual training in safe work practices, including correct lifting techniques and ergonomics, through on-site sessions and digital courses. These measures aim to reduce sickness absence and prevent health-related injuries.

Europris' logistics centre uses task rotation to minimise repetitive work and operates a "goods-to-person" system that delivers items directly to the operator. This system improves employee safety by reducing the risk of accidents associated with excessive movement within the warehouse. The logistic centre also has on-site facilities, including a gym and physiotherapy services. Stores also implement task rotation to promote varied work tasks and reduce strain.

Increased resources and systems

Europris will strengthen its HSE work from early 2026, by introducing an additional HSE role. This role will have a specific focus on the psychosocial and physical working environment. In ÖoB, an ICT occupational health and safety management system will be implemented, which will simplify the reporting and follow-up of incidents, injuries and safety inspections. These measures will strengthen the group's ability to monitor and comply with HSE requirements, improve psychosocial risk management, and simplify reporting of incidents.

Rehabilitation initiatives at ÖoB aimed to support employees on long-term sick leave have helped reduce sickness absence across the group. Furthermore, updates to procedures on threats and violence, based on new risk assessments, have been published on the intranet to strengthen employee awareness and safety practices.

Actions to manage training and skill development

The group has identified a potential positive impact related to employee training and skill development through onboarding and training programmes, supporting both individual growth and organisational performance.

Onboarding and common learning platform

All new Europris employees complete a digital onboarding programme covering the group's history, values, culture, health and safety, and sustainability initiatives. Europris also introduced additional onboarding sessions with HR for new employees and managers during the first four weeks of employment.

In 2025, the group started a project to establish a unified digital training and learning platform for all employees within Europris and ÖoB. This platform will offer personalised learning journeys tailored to different roles, with implementation at ÖoB scheduled to start in 2026.

Training programmes and skill development

The group's training programmes are customised to various roles and responsibilities.

Leadership development:

  • In 2025, Europris introduced a new phase of leadership development, focused on personnel management and practical leadership training, following the completion of a three-year programme from 2022-2024 focusing on managerial skills, innovation mindset and sustainability.
  • Europris offered internal courses on topics such as presentation skills, negotiation, and project management, alongside with initiatives on team and leadership development.
  • During the annual sustainability week, Europris conducted in depth sessions on customer insight, communication, packaging regulations and value chain responsibility.
  • ÖoB had training covering labour law, leadership, and group dynamics to strengthen management skills.
  • In 2025, Europris and ÖoB hosted their first annual joint kick-off for all store managers, including training on store operations, product knowledge and local engagement. It also provided opportunities to exchange experiences and strengthen unity within the group.

Own workforce

Store employee training:

  • Europris provides both virtual and in-person training throughout the year on topics such as product knowledge, seasonal execution, leadership, store operations, sustainability and HSE.
  • ÖoB has tailored training programmes to sales staff and managers. Digital courses for sales staff covered topics such as working environment and handling of hazardous materials.
  • A mentorship programme with 35 mentors across the group provides structured support and guidance to store managers.

These initiatives support the strategic target to be an attractive workplace. This is currently measured through the annual employee survey in Europris, where the score has remained at a strong 6.3 on a scale of 1 to 7 since 2022. The target for 2025 was a score above 6.

Actions to manage diversity, equality and inclusion

EDI resource group

The group recruits and employs a diverse workforce, meaning that there is an inherent risk of discrimination. In response, the group established a EDI resource group in 2025.

The resource group's mandate is to:

  • Propose and assess EDI-related actions.
  • Engage stakeholders across the organisation.
  • Collect and evaluate feedback on inclusion practices.
  • Monitor progress against defined KPIs.
  • Advise on EDI matters.
  • Support compliance with internal policies and external requirements.

The group includes representatives from various levels and functions in the organisation, including HR, sustainability, store managers and staff from the logistics centre, ensuring broad perspectives. It is anchored in and reports to the Working Environment Committee.

A key action in 2025 for Europris was the inclusion of a question in the performance review template to identify whether adjustments are needed to support employees in their current life stage. Europris has also begun work on a joint plan for managing violence and threats in the workplace, helping to mitigate potential discrimination and ensure a safe environment for all employees.

An overview of gender balance in leadership positions is presented in the metric on page 92. In 2025, women held 54 per cent of leadership positions, compared to 51 per cent in 2024. The change reflects an increased proportion of female store managers.

Going forward, the group aims to further reduce potential negative impacts related to discrimination and exclusion. Key actions include a leadership programme on diversity and inclusion, and strengthened mental health support through manager training, low-threshold guidance, and annual world mental health day activities.

Collaboration with NAV

Europris works with NAV to provide opportunities for individuals outside the labour market to gain work experience and re-enter the job force. This initiative is important, as it enables Europris to contribute to broader value creation by helping individuals gain valuable work experience and rejoin the work force. In particular, the group focuses on supporting young people, recognising the importance of offering them a start in working life. Many stores also engage in language and integration programmes aimed at helping migrants overcome challenges in entering the workforce.

The progress and results related to work opportunities are presented on page 92. In 2025, 370 individuals participated in the programme, compared to 356 in 2024 and 256 in 2023. This increase reflects Europris' efforts to support young people and migrants entering the workforce.

Internships

ÖoB welcomes interns in its stores and targets to accommodate at least two interns per location. These internships are typically offered to students from upper secondary schools. The aim is to provide practical retail experience and support the development of future professionals.

In 2025, Europris welcomed interns at its headquarters, providing students primarily in IT and finance with practical and relevant experience.

Effectiveness and monitoring of actions

Effectiveness is monitored through sources such as metrics, employee surveys, e-learning data and health and safety reports. These sources provide insight into workplace improvements and highlight areas requiring further action. Europris has embedded LEAN methodology into its culture, ensuring systematic follow-up, efficient processes and continuous improvement.


Own workforce

// S1-5

Metrics and targets

To manage both the positive and negative impacts related to working conditions, as well as equal treatment and opportunities, the group has established metrics and targets as listed below.

Process for setting targets

Targets were set in collaboration with representatives from the HR and sustainability departments. In 2026, the group aims to work more closely with employees and representatives in setting and evaluating targets.

Monitoring of targets

Progress towards targets is monitored and reported on a quarterly and yearly basis, depending on the metric, as listed in the table and as described in the chapter on governance on page 35. The traffic light symbol indicates whether the performance is below, in line with, or exceeding the expected target.

The underlying measurement and significant assumptions, limitations, sources and the process to collect data for the targets with historical data are unchanged, with one exception. The gender distribution target calculation is revised to match figures in S1-9. The measurement for leading positions now includes only top management and store managers. Previously, it also included other key personnel. Figures for 2023 and 2024 have been updated accordingly. As a result, the 2024 figure has changed from 50/50 to 51/49. The 2023 figure is unchanged.

During 2025, the IROs were linked to sub-sub topics, resulting in removal of disclosure requirements S1-8, S1-15 and S1-16. Metrics previously disclosed under S1-6 §52 have been removed as well, as they are optional and not considered material.

Scope 2025 Actual Target Measurement
EP ÖoB PP Metric 2023 2024 2025 2025 2026 2030
Equal treatment and opportunities for all
--- --- --- --- --- --- --- --- --- --- ---
Y Y Y Ensure a balanced split between women and men in leading positions 51/49 51/49 54/46 Min. 40% women and men Min. 40% women and men Min. 40% women and men Share of female vs. male employees in leading positions (top management and store managers) (measured yearly)
Y N N Be an attractive workplace 6.3 6.3 6.3 ≥ 6 ≥ 6 ≥ 6 Score in annual employee survey on a scale of 1 to 7 (measured yearly)
Y N N Give people the opportunity to be included in working life 256 356 370 Target not defined Target not defined Target not defined Number of people via the Norwegian Labour and Welfare Administration (NAV) (measured quarterly)
Working conditions
--- --- --- --- --- --- --- --- --- --- ---
Y Y Y Sickness absence 7.1 7.5 6.8 < 7.5 < 6.8 < 2029 Sick leave days in percentage of total number of working days. For reference, ÖoB is fully included in 2024 (measured monthly)

EP = Europris
PP = Pure play


Own workforce

// S1-6

Characteristics of the undertaking's employees

In 2025, the number of employees in the group was 5,443. Employee figures are reported as headcount and calculated as the average daily number of employees with active employment contracts throughout the reporting period, broken down by country and gender. This method takes into account the fluctuations occurring throughout a year, however, averaging may obscure significant trends or periods of notable workforce changes such as seasonal hiring spikes. For information on full time equivalents (FTE) see the consolidated financial statement note 6 on page 150.

Total number of employees, by gender
Gender 2024 2025
Male 2,144 2,238
Female 3,208 3,205
Other 0 0
Not reported 0 0
Total 5,352 5,443
Employees per country
--- --- ---
Country 2024 2025
Norway 3,964 4,066
Sweden 1,388 1,377
Total 5,352 5,443

The total number of employees includes all permanent, temporary and non-guaranteed hours employees within the group. At present, ÖoB cannot distinguish non-guaranteed hour employees from temporary employees.

Employees with non-guaranteed hours are primarily employed in stores and are not included in the staffing plan, as they are contacted when they are needed. Their role is essential for maintaining adequate staffing levels in stores, particularly during unforeseen circumstances such as illness or other absences.

The head offices and warehouses have a predominance of full-time permanent employees. The temporary positions are particularly related to replacements or seasonal variations in operations. The use of temporary positions are discussed with employee representatives ahead of seasons.

Employees that have had more than one type of contract during 2025 are distributed across the contract categories according to their respective percentage distribution.

Employees by contract type, gender distribution
2024 2025
Female Male Other Not disclosed Total Female Male Other Not disclosed Total
Number of employees (headcount) 3,208 2,144 0 0 5,352 3,205 2,238 0 0 5,443
Number of permanent employees (headcount) 2,168 1,470 0 0 3,638 2,194 1,512 0 0 3,706
Number of temporary employees (headcount) 317 211 0 0 528 304 219 0 0 523
Number of non-guaranteed hours employees (headcount) 723 463 0 0 1,186 707 507 0 0 1,214

Turnover refers to the number of employees who departed from the organisation during the reporting period, expressed as a percentage of the total headcount. An employee is considered to have departed unless it rejoined the group in another position at the same time. In segment Norway, the data covers permanent and temporary employees, while in segment Sweden only permanent employees are included, as non-guaranteed employees cannot be separated from temporary employees in the available data. Non-guaranteed hours are not included in either segment.

In 2025, group turnover was 18.9 per cent. For 2024, turnover has been recalculated due to an error, and temporary workers in segment Sweden are now excluded. Due to the correction, the 2024 turnover rate has changed from 16.5 to 18.0 per cent.

Non-employees

The number of non-employees is reported as full-time equivalents (FTE), as an average throughout the reporting period. FTE reflects the average amount of time an individual worked relative to a full-time position during the selected period. This provides a clear representation of the total workload performed and helps to achieve comprehensive understanding of resource utilisation. However, this presentation may mask seasonal variations and short-term trends.

The group defines non-employees as self-employed individuals offering their service and workers provided by undertakings primarily engaged in employment activities, meaning employees provided by temporary staffing agencies. The utilisation of employees from staffing agencies primarily occurs at the head offices and logistics centres and fluctuates throughout the year, peaking during the summer season.

Incidents, complaints and severe human rights impacts

The group has established procedures for reporting and addressing incidents related to discrimination and harassment. Whistleblowing cases include all complaints, including cases of discrimination and harassment, received during the reporting year through both external and internal channels. The external system is managed by a third party, to ensure the possibility for total anonymity. Information acquired through this process is used actively to develop or update guidelines and to improve work routines and practices. To ensure all employees are familiar with whistleblowing, this topic is covered in annual training of employees. For Europris, this is also included in the annual employee survey, as further described on page 89. This will also be included in ÖoB in 2026.

Incidents, complaints and severe human rights impacts


Own workforce

// S1-9

Diversity

The diversity metrics are reported as headcount and calculated as described under section S1-6 Characteristics of the undertakings employees, on page 93.

Employees at top management level, gender distribution

Management level 2024 2025
Number of (headcount) Share of Number of (headcount) Share of
Female Male Total Female Male Female Male Total Female Male
Top management 20 51 71 28.3% 71.7% 21 51 72 29.2% 70.8%
Store managers 197 156 353 55.8% 44.2% 207 146 353 58.6% 41.4%
Store employees following collective pay agreements 2,744 1,438 4,181 65.6% 34.4% 2,721 1,521 4,242 64.1% 35.9%
Warehouse employees following collective pay agreements 58 337 395 14.7% 85.3% 63 380 443 14.2% 85.8%
Staff on individual pay agreements 191 161 353 54.2% 45.8% 193 140 333 58.0% 42.0%
Total 3,210 2,142 5,352 60.0% 40.0% 3,205 2,238 5,443 58.9% 41.1%

In the group, there is a total of 58.9 per cent women and 41.1 per cent men. The proportion of women is higher in the stores, while there are more men at the warehouses. This reflects a typical gender distribution in similar sectors. In top management, 70.8 per cent are men and 29.2 per cent are women. The top management level includes the management teams in segment Norway and Sweden, employees reporting to these teams, and the managers of the pure play companies.

47.5 per cent of the group's employees are under 30 years old, primarily due to the high number of young employees in retail positions, including many with non-guaranteed hours. In 2025, data on age distribution in segment Sweden was included and 2024 figures have been updated accordingly.

Employees by age group

Age group 2024 2025
Under 30 years 2,499 2,586
Share of total employees 46.7% 47.5%
30-50 years 1,961 1,928
Share of total employees 36.6% 35.4%
Over 50 years 892 929
Share of total employees 16.7% 17.1%
Total employees 5,352 5,443

Own workforce

// S1-11

Social protection

All employees in the group are covered by social protection against loss of income in alignment with local laws, through public programmes and by benefits offered by the group. The benefits encompass sick-pay, unemployment benefits, compensation for occupational injuries, illness and permanent disability, parental leave, and benefits linked to retirement.

// S1-14

Health and safety

All employees and non-employees in the group, are covered by a HSE system. The health and safety metrics, including fatalities, work-related accidents and work related ill-health, are collected and managed throughout the year by the group's HR departments and HSE representatives.

The data connected to the number of recordable work-related accidents in segment Sweden cannot be split in employees and non-employees, and are accounted for in full under employees.

The rate of recordable work-related accidents is calculated by dividing the number of recordable work-related accidents by the total number of working hours. In general, 1,762 hours is used as the estimated annual number of working hours for one full-time equivalent (FTE).

The increase in work-related accidents and lost days due to injuries results from two factors: the inclusion of Lekekassen in the data for the first time and a general rise across the group.

Health and safety
2024 2025
Percentage covered by HMS system 100% 100%
Employees 100% 100%
Non-employees 100% 100%
Number of fatalities 0 0
Employees 0 0
Non-employees 0 0
Other workers 0 0
Number of recordable work-related accidents 68 96
Employees 64 90
Non-employees 4 6
Total number of working hours 4,801,429 5,283,979
Employees 4,618,154 5,100,464
Non-employees 183,275 183,515
Rate of recordable work-related accidents 14.2 18.2
Employees 13.9 17.6
Non-employees 21.8 32.7
Number of cases of recordable work-related ill health* 6 1
Employees 6 1
Non-employees n/a n/a
Number of days lost to work-related injuries and fatalities from work-related accidents, work-related ill health and fatalities from ill health* 311 463
Employees 311 463
Non-employees n/a n/a
*Segment Norway

Workers in the value chain

Workers in the value chain

The group's ambition is to source products responsibly by safeguarding human rights and promoting ethical practices across the supply chain.

Working conditions relate to the physical and psychological conditions workers in the value chain are exposed to while performing tasks related to the group's business operations. The working conditions for value chain workers are impacted by the approach to health and safety, secure employment, social dialogue, working time and work-life balance.

Other work-related rights relate to the use of child and forced labour in relation to value chain workers.

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Workers in the value chain

// ESRS 2 SBM-3 and S2 SBM-3

Material impacts, risks and opportunities

S2 - Material IROs

Type Activity Description Time horizon Value chain
Working conditions
Potential negative impact Import of goods from high-risk countries connected to health and safety The group depends on global sourcing to leverage cost effectiveness. This implicates sourcing of products from countries associated with higher risk of insufficient consideration towards employees' health and safety. This may affect the lives of workers in the value chain negatively. Short-term Upstream
Potential negative impact Import of goods from high-risk countries considering union rights, adequate wages and overtime work The group's global sourcing strategy is associated with increased risks of poor working conditions, including inadequate wages and lack of union rights, which may lead to negative impacts on the lives of workers in the value chain. Short-term Upstream
Actual negative impact Lacking whistleblowing channels for communicating with workers in the value chain Workers in the value chain may struggle to raise their concerns to the group, as few routines and channels are put in place for communicating with these workers. Consequently, the group has a negative impact connected to the lack of available whistleblowing channels, which may have a potential negative effect on value chain workers. Short-term Upstream
Actual positive impact Sourcing office with on-site personnel in China The group's local sourcing office in China with on-site personnel enables direct supplier communication and cultural understanding, which enhances the ability to identify and mitigate potential risks more effectively. This approach may have a positive impact on the working conditions of value chain workers, as it gives the group a more direct access to affected stakeholders. Short-term Upstream
Other work-related rights
Potential negative impact Import of goods from high-risk countries, relating to forced labour and child labour The group depends on global sourcing to leverage cost efficiency. This implicates sourcing from countries that can have a potential risk of forced labour and child labour for which the group has zero tolerance. If not properly mitigated, the group can indirectly contribute to the violation of human rights for workers in the value chain. Short-term Upstream
Potential negative impact Use of risk minerals in electric products The group sells electric products containing minerals that are extracted in third-world countries and associated with a risk of human rights violations. Although the likelihood of the group having a negative effect is considered medium, the potential negative impact is considered high due to the severity of any such violation. Short-term Upstream

Workers in the value chain
99

// ESRS 2 SBM-3

Approximately one fifth of Europris and ÖoB's combined purchase cost are sourced from high risk countries. While this business model is a cost-effective sourcing model, it introduces risks related to working conditions and human rights violations. Maintaining a strong focus on safeguarding social conditions is a critical and integral aspect of the group's sourcing strategy. To ensure the resilience of its strategy and business model, the group has prioritised human rights due diligence as its top focus, alongside its climate and circularity initiatives. This dual emphasis reflects the group's commitment to upholding ethical standards and sustainability across its operations and value chain. Supported by a comprehensive range of initiatives to uphold social compliance, the group demonstrates resilience and accountability in this area.

Due diligence assessments

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The overarching framework to remediate material negative impacts is the conduct of yearly due diligence assessments. The assessment follows a six-step model in line with the UN guiding principles for business and human rights and the OECD model for due diligence for responsible business conduct. Attention is concentrated on being open and transparent about challenges and addressing them collaboratively with stakeholders.

Supplier classification using risk matrix

Drawing on several sources, with the main being the International Trade Union Confederation (ITUC), the group has classified all countries and suppliers in accordance with a risk matrix. This describes the risk levels related to country, along with the corresponding action level and priority for follow-up.

The great majority of high-risk suppliers and factories are located in Asia, while a small portion located in Europe also falls under this classification. Depending on the supplier's position in the matrix, the group implements actions to mitigate risks and potential negative impacts.

The minimum requirement for all suppliers is the signing of the group's Code of Conduct, or adherence to a code of conduct that is equivalent to the group's requirements, prior to entering into an agreement. Where the risk assessment identifies a Europris or ÖoB supplier to be located in a high-risk country, the group requires that an approved third-party social audit must be completed and verified prior to the placement of any orders. The majority of the social audits in Asia are BSCI audits conducted by the organisation Amfori. This is a large and highly reputable international organisation which monitors factories and suppliers to ensure that they comply with a wide range of requirements related to human and labour rights. In cases where the supplier is not a member of Amfori, an equivalent third-party audit covering the same elements as the BSCI will be accepted. Medium-risk countries undergo an extended risk assessment that classifies the country as either low or high risk. Mitigating measures are implemented in accordance with the final risk level.

Risk matrix to prevent or mitigate adverse impacts

Risk category Rating ITUC Global Rights Index Mitigating action
Low risk countries 1-3 Ensure signed Code of Conduct (CoC)
Medium risk countries 4 Conduct risk assessment:
If downgraded to low risk → CoC only
If upgraded to high risk → CoC + mandatory third-party audit
High risk countries 5 Ensure signed CoC + mandatory third-party audit
Very high risk countries 5+ Trade ban (no procurement allowed)

Workers in the value chain

Description of types of value chain workers

The model below brings a description of the different types of workers present upstream in the value chain. In order to assess and understand how workers with particular

characteristics may be at greater risk of harm, the group uses third-party proxies such as Amfori, in addition to internal know-how from a long history of working with high-risk countries.

Description of workers in the value chain Actual / potential negative impacts Actual positive impacts
Suppliers tier 1
Manufacturers producing finished goods, e.g factory workers who assemble, package and produce final goods, as well as supervisors, office and administrative staff. Risk countries, relating to HSE, union rights and adequate wages (systematic) Sourcing office with on-site personnel in China (systematic)
Risk countries, relating to forced labour and child labour (escalated risk in Bangladesh and India) (individual)
Lacking whistleblowing channels (systematic)
Suppliers tier 2
Workers employed by suppliers of components, materials, or intermediate goods used by tier 1 suppliers e.g machine operators, skilled labour. Risk countries, relating to HSE, union rights and adequate wages (systematic) Sourcing office with on-site personnel in China (systematic)
Risk countries, relating to forced labour and child labour (escalated risk in Bangladesh and India) (individual)
Lacking whistleblowing channels (systematic)
Suppliers tier 3
Workers involved in the extraction or initial production of raw materials, often the most vulnerable in the value chain. e.g miners or agricultural workers. Use of risk minerals in electric products (systematic) Sourcing office with on-site personnel in China (systematic)
Risk countries, relating to HSE, union rights and adequate wages (systematic)
Risk countries, relating to forced labour and child labour (individual)

// S2-1

Policies

In order to manage material impacts, and to guide suppliers on the group's requirements regarding human and workers' rights, the group has adopted a policy on ethical trade and a supplier Code of Conduct. The ethical trade policy serves as an overarching instruction for all employees to adhere to ethical guidelines when buying a product or a service, while the supplier Code of Conduct is specifically addressed to suppliers and business partners to ensure they uphold the group's ethical standards.

The policies are aligned with the UN Guiding Principles on Business and Human Rights, the ILO Declaration on Fundamental Principles and Rights at Work and the OECD Guidelines for Multinational Enterprises, and includes commitments for zero tolerance for human rights violations.

Europris has reported according to the Norwegian Transparency act since 2022. The legal requirements support the group's achievement of the UN sustainable development

goal (SDG) 8 on decent work and economic growth, as well as UN SDG 12 on responsible consumption and production.

Ethical trade policy

The implementation of the policy rests with the CFO and the operationalisation rests with the relevant department heads who are responsible for adhering to the guidelines applicable to their respective departments. The guidelines are made available to all employees through training.

Supplier Code of Conduct

The implementation of the policy rests with the VP Commercial. The operationalisation rests with the Quality Manager, and the compliance is handled by the quality assurance department in cooperation with the sustainability department. The supplier Code of Conduct is made available to all suppliers and must be signed as a mandatory requirement when entering into an agreement. Suppliers are responsible for ensuring compliance and promoting engagement throughout the value chain.


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The policies can be found at the group website at https://investor.europris.no/governance/sustainability/default.aspx.

Cases of non-respect of human rights

During the reporting year, the group has not identified any breaches of non-respect of the UN Convention on the Rights of the Child, ILO Conventions Nos. 138, 182 and 79, and ILO Recommendation No. 146.

Key principles in the Ethical trade policy Key areas addressed in the Ethical trade policy
• Principles of responsible procurement and ethical business conduct towards buyers and own operations.
• Group expectations towards agents and suppliers.
• Describes the group's fundamental requirements for human rights, labour rights, animal welfare and the environment.
• Description of due diligence assessments.
• Instructions for the preparation of a Code of Conduct. • References to international standards, principles and conventions.
• Zero tolerance towards child and forced labour.
• Zero tolerance for corruption, money laundering and bribery.
• Freedom of association and worker representation.
• Zero tolerance towards physical abuse, punishment or threat of physical abuse.
• Health and safety
• Discrimination
• Working hours
• Wages
• Marginalised populations
• Animal welfare
Key principles of supplier Code of Conduct Key areas addressed in supplier Code of Conduct
--- ---
• Supplier compliance: suppliers must adhere to the code of conduct, communicate it to their sub-suppliers, and monitor its implementation.
• Documentation: suppliers must provide documentation of compliance, which may include self-declarations, follow-up meetings, and inspections.
• Remediation plans: in case of breaches, the group and the supplier will create a remediation plan. Contracts may be terminated if the supplier fails to address breaches.
• Supplier selection: emphasis is placed on social and environmental standards when selecting new suppliers. • Forced and compulsory labour
• Freedom of association and collective bargaining
• Child labour
• Discrimination
• Harsh or inhumane treatment
• Health and safety
• Wages
• Working hours
• Regular employment
• Marginalised populations
• Environment
• Corruption
• Animal welfare

Workers in the value chain

// S2-2

Processes for engagement

The group does not engage with workers in the value chain directly, as it can be challenging due to geographic disparities, language barriers and cultural barriers. The group engage with suppliers through yearly due diligence processes, audits and ongoing mail and face-to-face meetings.

The overall responsibility of securing engagement in the value chain rests with the Category Director, who is the first point of contact for the sourcing office in China. The quality assurance department in Norway is responsible for following up quality and social audits in collaboration with the sustainability departments and the sourcing office in China. This office consists of 35 employees who are instrumental in promoting responsible supplier practices with Asian suppliers due to their ability to navigate cultural differences and communicate in the local language.

Stakeholder engagement relies on direct contact with suppliers and workers proxy

Engagement with suppliers occurs primarily through mail, and preferably in face-to-face meetings. Additionally, engagement with tier 1 suppliers is most often through the sourcing office in China. Category managers engage through physical visits to Asia and Europe. This occurs both before entering into an agreement and during the business relationship. Given the complexity of the group's value chain, engagement with workers connected to risk assessments occur through credible proxies, mainly through Amfori.

Supplier audits enable assessment of engagement

Membership in Amfori ensures that the results of monitoring activities and audits are shared between members, maximising the effort-result ratio to ensure increased control for buyers and suppliers.

The group requests suppliers and factories with a Business Social Compliance Initiative (BSCI) assessment to comply with a score of C or better on a scale from A to F. These audits will follow up any deviations continuously and improve them where possible. Cases classified as zero tolerance will automatically mean failure to become or remain a BSCI-assessed supplier. The criteria and incidents for such classification are child labour, occupational health and safety violations which pose an imminent and critical threat to worker health, safety or life, inhumane treatment, forced labour, or unethical behaviour like attempted bribery of auditors or intentional misrepresentation in the supply chain. Examples of incidents which lead to a grade C include excessive overtime working or minor HSE infractions. Monitoring supplier audits enables the group to assess the effectiveness of the engagement with workers in the value chain and make corrective actions when needed. The group

has no global framework agreements with Global Union Federations or other similar organisations.

// S2-3

Processes to remediate negative impacts and channels to raise concerns

Transparent supplier remediation process

The group's approach to remediation is based on transparency, trust and effective remediation that is proportionate to the incident that has occurred. The Code of Conduct sets clear expectations to suppliers on the demands they are expected to comply with and states the group's process for remediation. In the event of a breach, the group and the supplier will jointly prepare a plan for remedying the breach. Remediation must be carried out within a reasonable timeframe, and the group aims to support the business partner in implementing measures to prevent similar incidents from recurring. The contract will only be terminated if the supplier remains unwilling to remedy the breach following repeated enquiries. No remediation were offered in 2025, as there were no instances determined to be relevant to this matter. Potential breaches of working conditions or other work-related rights are likely to be identified through the group's membership in the Amfori organisation, as this stands for the vast majority of social audits in high-risk countries. A breach may be detected either by the group itself or by another Amfori member sharing the same supplier. BSCI social assessments and audits play a key role in evaluating and improving the social performance of the supply chain, ensuring the protection of workers' rights.

In the event of a breach, the Amfori member responsible for the supplier will lead the process to address the identified issues, engage relevant stakeholders and provide appropriate remedies. Throughout the process, all members with a business relationship with the supplier will be kept informed and given the opportunity to provide input. If a case indicating a breach is identified through a third-party audit not part of the Amfori organisation, the group adheres to the procedure outlined in the upper portion of this section.

Whistleblower channel accessibility

The group welcomes everyone to raise concerns directly through the third-party whistleblower channel available on the group's webpages. However, the channel may not be easily accessible as the value chain worker may not be aware of their employer's connection to the group. It has not yet been determined when the group will assess ways in which allows value chain workers to be aware of and trust channels to raise their concern.


Workers in the value chain
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// S2-4

Actions

The following section describes the key actions implemented to manage the material impacts related to workers in the value chain. Actions described were ongoing in 2025, but not all were completed within the reporting year.

Updated risk matrix with due diligence assessments of all medium risk countries

This year, there was an update to the risk matrix that both simplifies and improves the identification and classification of risk. The group has moved from three levels (low, medium and high), to two risk levels generating mitigating actions. All countries assessed as medium risk will undergo a separate due diligence assessment before being placed into one of the two risk-levels. The previous possibility for a supplier to carry out a self-assessment has been removed. Countries falling under trade ban are clearly defined. All together, these changes result in a clearer and more streamlined risk evaluation process. The additional due diligence step for medium-risk countries ensures a more accurate placement of risk, strengthening the overall quality of the assessment.

Advancing in unifying the approach to responsible sourcing and risk management across the group

During 2025, the group has made progress in implementing the group's risk mitigation system to segment Sweden. This means that ÖoB is included in the targets set and the figures for all purchased volume handled by the sourcing office in China. In doing so, segment Sweden has adapted routines to ensure compliance with the group's standards for responsible procurement and risk management. Through this harmonisation, both Europris and ÖoB now operate according to more common principles and processes. This has resulted in increased transparency, improved control, and more effective follow-up of suppliers across the group. Around one third of ÖoB's purchases from high risk countries are sourced outside the Chinese sourcing office. This constitute less than 10 per cent of Europris' and ÖoB's combined purchase cost from high risk countries. The group will work to ensure that this volume is also included in the practices and reporting going forward. This also applies to pure play companies, who apply its own Code of Conduct aligned with the group's principles for responsible sourcing and ethical business practices in its supplier monitoring processes to ensure compliance with the group policy. The group will continue developing its approach going forward by introducing social audits within pure play companies and work to include this volume in monitoring practices and reporting.

Training

During the reporting year, exposed roles in Norway, Sweden and Asia, such as purchasers, have received on-premise training to ensure compliance with relevant policies and guidelines. This was followed by training on how to address human and labour rights issues in day-to-day operations.

In-depth workshop with suppliers in the Norwegian segment

An in-depth workshop was held during the fall of 2025 to assess risks within the logistics sector of the value chain. The main suppliers and a industry peer participated in the session bringing together diverse perspectives and expertise. Following the workshop, the group reviewed its own risk exposure and mitigation measures.

The process enhanced knowledge and reinforced compliance with the supplier Code of Conduct. Europris evaluated the adequacy of existing measures and concluded that they remain sufficient.

Supplier assessment by local sourcing office enable supplier oversight in Asia

As an additional measure to third-party supplier audits, representatives from the local sourcing office in China visited key suppliers to carry out product quality inspections and to monitor social compliance. The group recognises that this has a positive impact, as minor issues related to working conditions can be addressed directly on site, while cases with a higher potential negative impact can be identified at an early stage, addressed and followed up with appropriate remediation.

Effectiveness of actions

Membership in Amfori ensures that the results of monitoring activities and audits are shared between members, maximising the effort-result ratio to ensure increased control for buyers and suppliers.

Assessing the effectiveness of actions and initiatives in delivering intended outcomes for value chain workers remains a complex task. However, the group finds that the actions described collectively contribute to prevent and mitigate material impacts. This is evidenced by the fact that the group has identified very few incidents of non-compliance related to working conditions and workers' rights over the past years. While direct attribution can be challenging, key indicators such as compliance on supplier audits, supplier feedback, suppliers who have been rejected and examples of actual cases of remediation are the most valid indicators that the actions are effective. The group metrics and progress towards the target are disclosed in the section on targets on the next page.


Workers in the value chain

// S2-5

Targets

In order to address the objectives of policies and track progress in management of material impacts related to workers in the value chain, the group has set the following metric and target as disclosed below.

Process for setting targets

Internal stakeholders involved in developing the metrics and targets were resources from sustainability, finance, quality assurance and procurement. Value chain workers have not been directly involved in the process.

Progress and monitoring of target

Progress towards the target is monitored and reported on a quarterly basis and as described in the chapter on governance on page 35. In 2025, the group achieved social compliance audit coverage for 95.9 per cent of purchase costs originating from high-risk countries. This was an improvement from the year before and above target.

This target was originally measured based on orders placed by Europris through the China sourcing office. In 2024, data on suppliers in high-risk countries handled outside the China sourcing office by Europris was included in the calculation. These suppliers accounted for approximately 10 per cent of Europris' purchase cost in high-risk countries. This is not included in historical figures prior to 2024.

In 2025, the share of ÖoB-volume sourced through the sourcing office in China was included as well. This accounts for approximately 70 per cent of ÖoB's purchase cost from high-risk countries. This is not included in historical figures prior to 2025. Otherwise, the underlying measurement and significant assumptions, limitations, sources and process to collect data remain unchanged from last year.

The remaining 30 per cent of ÖoB's purchase cost from high-risk countries, as well as the total volume within pure-play companies, will gradually be incorporated into the figures going forward. Purchase cost sourced through the sourcing office in China is estimated based on orders placed in the reporting year.

Scope 2025 Actual Target
EP ÖoB PP Metric 2023 2024 2025 2025 2026 2030 Measurement
Working conditions and other work related rights
Y Y N All products sourced from high-risk areas will come from socially audited suppliers 99.3 90.5 95.9 >90.5 >95.9 100 Percentage of purchase cost from factories audited before or during 2025 (measured quarterly)

EP = Europris
PP = Pure play


Consumers and end-users

Consumers and end-users

The group's ambition is to give everyone the opportunity to make sustainable choices and be a pioneer for affordable sustainable products.

Information-related impacts refers to consumers' and end-users' access to quality information, freedom of expression, and privacy.

Personal safety refers to the health and safety of consumers and end-users, as well as their security and the protection of children.

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Consumers and end-users

// ESRS 2 SBM-3 and S4 SBM-3

Material impacts, risks and opportunities

S4 - Material IROs

Type Activity Description Time horizon Value chain
Information-related impacts
Actual negative impact Increased waste generation due to user error in waste management If not sorted correctly by the end customers, promoting sales and consumption of goods may lead to increased residual waste from discarded items and packaging. Short-term Downstream
Potential negative impact Lack of informed choices on sustainable products The group offers a broad assortment of products. If customers are not sufficiently informed about the sustainable choices of products, the ability to choose accordingly is weakened. This may lead to consumption of products with a higher strain on resources and the supply chain. Short-term Downstream
Personal safety
Potential negative impact Sale of products containing hazardous chemicals The sale of products containing hazardous chemicals may have significant impacts on consumers and end-users as potential exposure to hazardous chemicals can lead to a range of health issues, including chronic diseases and acute poisoning. Short-term Downstream
Reputational risk Sale of products that may be unsafe As a retailer with multiple suppliers and a broad range of affordable products, there is a risk that some products may deviate from the group's quality standards. Such deviations could result in unsafe products, leading to reputational damage, loss of customer trust, potential legal consequences, and even harm to consumers. Short-term Downstream

// ESRS 2 SBM-3

The group aims to offer affordable, sustainable products, recognising the inherent tension between these objectives, as sustainable materials and processes often involve higher production costs, while affordability requires competitive pricing. The group acknowledges this challenge, as well as the potential risk of being perceived as engaging in greenwashing. However, the group remains committed to continuing efforts to make sustainable options available to all consumers.

The group builds resilience in this context by showing a transparent approach to sustainability initiatives, followed by a clear communication, showing commitment to measurable progress. This collectively helps build trust and credibility with consumers while mitigating reputational risks.

Moreover, the group sells a wide range of products to consumers. Improper use or inadequate product handling, particularly regarding harmful substances, may result in adverse impacts on end-users. Despite the group's dedicated quality assurance department and rigorous control measures, risks related to illegal or unsafe products entering the market remain.

In response, the group employs a proactive and collaborative approach, leveraging teams across the organisation to enhance product safety, quality assurance and transparent marketing practices. These efforts aim to empower consumers to make responsible and well-informed choices, thus addressing material risks and reinforcing the group's capacity to adapt and thrive in a competitive and increasingly sustainability-focused marketplace.


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Description of consumers subject to material impacts by the group

To assess and understand how specific customer groups with particular characteristics may be at greater risk of harm, the group draws on internal expertise, with the results summarised in the table below.

Description of customer groups Actual / potential negative impacts Reputational risk
All customers Lack of informed choices on sustainable products (systematic)
Increased waste generation due to user error in waste management (systematic) Sale of products that may be unsafe (individual)
Consumers who can not read / see guidance on packaging or other marketing communication (systematic) Sale of products containing hazardous chemicals (individual) Sale of products that may be unsafe (individual)
Children / youth Sale of products containing hazardous chemicals (individual) Sale of products that may be unsafe (individual)
Professional group of cleaning and maintenance personnel Sale of products containing hazardous chemicals (Individual) n/a
Individuals with food allergies or particular ingredient preferences Lack of informed choices on sustainable products (Individual) n/a

// S4-1

Policies

The Marketing Act alongside the Empowering Consumers for the Green Transition Directive, provides the overarching regulatory framework for advertising and communications in this area. Based on this framework, the group relies on regulatory compliance to manage the information-related impact. For this reason, a separate policy is not established related to information-related impact of uninformed sustainable choices. The group has initiated work to develop a quality assurance policy, scheduled for completion in 2026. This policy will provide a common framework to ensure adherence to quality guidelines when sourcing products or services.

Cases of non-respect of human rights

During the reporting year, the group has not identified any breaches of non-respect to the UN Convention on the Rights of the Child, ILO Conventions Nos. 138, 182 and 79, or ILO Recommendation No. 146 in connection with consumers and/or end-users.

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Consumers and end-users

// S4-2

Processes for engagement

Consumer perspectives guide the group's decisions and actions for managing impacts, and they are derived from various sources. Engagement with consumers occurs both directly and through credible proxies.

In Europris and ÖoB, inquiries related to complaints about misleading marketing are handled directly through the customer service centre via email, telephone, or written correspondence. Customer service is responsible for categorising information, channelling inquiries to the appropriate departments within the organisation, and tracking all inquiries and responses. The function is also subject to defined response time requirements. In certain cases, other departments such as marketing, category management, sustainability, or quality assurance, may be involved or assume responsibility for further processing, ensuring that matters are handled and resolved appropriately.

Engagement and concerns related to product quality and personal safety are communicated directly by customers in stores, through customer service channels, or via suppliers. All inquiries are directed to the quality assurance department, where they are assessed and handled accordingly. In addition, relevant consumer-related insights may be obtained through regulatory authorities.

For Europris, a feedback functionality on the website supports product development and improvement efforts. Following a purchase of selected products, members of the customer loyalty programme receive an email inviting them to rate the product.

// S4-3

Remediation of impacts and channels to raise concerns

The following process is in place for remediation in relation to consumers and end-users in Europris and ÖoB.

Incidents are often detected through one of the direct customer dialogue channels, as described in the section on engagement (S4-2). In cases related to marketing, the matter is referred to the marketing department, which assesses the scope of the issue and handles the case directly. In some instances, legal counsel is involved to evaluate the matter. Proposals for remediation are discussed directly with the customer, and the matter is resolved and documented. The VP Commercial is kept informed as necessary, and escalates any issues to the management group that require their attention.

In cases related to product quality assurance, a similar process is followed. However, incidents are managed by an

Customers also have the option to provide more detailed written feedback, which is actively used to improve products. If negative feedback is submitted, customer service contacts the customer directly to ensure appropriate follow-up and resolution. In-store customer meetings are conducted when valuable customer insights are needed to support product development, business strategy, or marketing initiatives.

Feedback linked to information-related impacts includes market surveys. These surveys vary in scope and frequency, ranging from monthly to annual, and provide valuable insights across multiple areas, including sustainability-related topics. Credible third-party proxies include media monitoring tools and external consumer insights. Additionally, input on consumer preferences received from suppliers serves as a valuable source for understanding market trends and consumer behaviour.

Brand trackers are used to monitor consumer perceptions of sustainability in relation to the Europris brand. This was introduced for the first time in 2024, and is reviewed annually to measure progress and track evolving trends.

The VP Commercial is responsible for category management, marketing, and quality assurance and holds operational responsibility for consumer-related engagement within Europris. In ÖoB and the pure play companies, these responsibilities are held by roles with similar responsibilities.

assigned claims manager. An assessment is conducted to determine whether the fault affects multiple products or is an isolated incident, and appropriate actions are taken accordingly. When necessary, resources from category management or the supplier are involved. In the event of a larger case, this will be escalated to the department head, and include legal resources in the process to determine the level of remediation. All customers are followed up, with emphasis placed on the severity of the incident when resolving the case.

Channels to raise concerns

Customers can make a complaint through the stores or through the customer service centre. When contacting the stores, they are sometimes given direct contact information to the quality assurance department. Feedback is


Consumers and end-users
109

systematically analysed and utilised to improve products in cases of recurring issues.

During the reporting year, a total of 26 cases were reported and resolved in Europris, compared with 31 cases in the previous year, that resulted in compensation payments to customers. In ÖoB, 38 cases were reported and resolved in the reporting year. Cases were filed through the various channels outlined in this chapter, demonstrating that the process is functioning effectively as intended and that remediation channels are available to customers.

If necessary, the supplier, manufacturer, or relevant authorities are notified of the case. These parties are also required to notify the group if they hold relevant information or have received inquiries related to the product in question. In both cases, a dialogue is established to ensure appropriate actions are taken and that any affected customers are followed up.

The group has established a third-party whistleblower channel. The whistleblower policy, including the protection of individuals, is described under "Policies", in the chapter on business conduct. This channel is available on Europris' webpage, and all customers who make a complaint are followed up and receive a response, ensuring confidence that their inquiries are taken seriously and addressed appropriately.

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Consumers and end-users

// S4-4

Actions

The following describes the actions implemented to manage the material impacts and risks related to consumers and end-users and to achieve the needed objectives set out in the targets connected to this topic. Several actions are ongoing and will not end within the reporting year. Each action is implemented within time horizons to align with strategic objectives.

Actions to manage information-related impacts

There is a negative impact connected to discarded items and packaging after use by end-users. Paper and cardboard are the main packaging waste materials, along with plastic. Minimising packaging waste is not only a given in the context of environmental sustainability, but also a practical and strategic move for the group. When done right, it results in cost savings, regulatory compliance, improved customer relations and improved supply chain efficiency.

As a member of Green Dot Norway, Europris meets the national legal requirements for waste by paying an environmental tax on all imported packaging which helps to finance Norway's waste collection system. The packaging department makes use of recycling pictograms on own sourced products to make it easier for customers to recycle and reduce residual waste. Clear labelling of food products with regard to religious requirements and allergens is also an important measure to guide consumers in making informed choices.

Another negative impact relates to the potential uninformed choices regarding sustainable products. As a retailer having a broad variety of discount products, the group has an obligation to drive responsible marketing, nudging consumers towards sustainable choices. An essential part of helping consumers in this direction is clear communication, which makes it easy to make the more sustainable choice.

Building on the communication strategy and initiatives implemented in 2024, Europris has further optimised this work during the reporting year. Existing communication has been evaluated against regulatory requirements and customer insights related to sustainability messaging. As a result, adjustments have been made to both messages and channels, shifting from overarching vision statements to more concrete explanations of specific sustainability actions and improvements. Messages about product enhancements continue to be communicated through in-store posters, newsletters, and social media. This cross-functional collaboration between marketing and sustainability, supported by weekly meetings and regular store visits, forms the foundation for ongoing evaluation, optimisation, and implementation.

Transparent product information and sustainability messages in consumer marketing

Providing correct and relevant product information is a legal requirement under the Norwegian and Swedish marketing acts and the EU Directive 2011/83/EU on empowering consumers for the green transition. However, when done right, it also presents an opportunity to the group. It could result in increased customer trust, improved sales, and enhanced brand reputation. Europris has taken action to manage the information-related impacts on consumers through its commitment to "the greenwashing poster." This commitment positively impacts consumers by providing them with more accurate and transparent product information, promoting informed purchasing decisions.

Europris has the ambition to increase the share of sustainability-certified goods. Certifications on products positively influences consumer choices and promotes sustainable consumption by providing information about sustainability-certified goods. Progress is listed in the section on targets (S4-5) and shows a positive increase in chain sales of third-party certified products from 11.5 per cent in 2024 to 14.0 per cent in 2025.

No action has been necessary in relation to remediation in connection to an actual information-related material impact, nor in connection to the primary purpose of positively contributing to improved social outcomes for consumers and/or end-users. Europris tracks consumer perceptions related to sustainability and products on an annual basis, whereby the effectiveness of the actions listed is assessed.

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Example of in-store posters with information related to sustainability


Consumers and end-users

Transition towards more sustainable bag choices

In line with the overall Norwegian national target to reduce plastic bag consumption by 70 per cent from 2023 to 2025, Europris has taken several actions. The results from nudging activities piloted and rolled out in 2024 have been continued, with the aim of reducing the number of plastic bags per customer and changing consumer behaviour towards the use of reusable bags. In addition, the goal was to shift consumer habits from carrier bags to recycled, thinner trash bags for managing household waste. The number of plastic bags sold has continued its downward trend since 2024, with a further reduction of 16.6 per cent in 2025, equivalent to 1.1 million fewer bags compared to the previous year. This supports the overall national target for reducing plastic consumption. At the same time, the increase in sales of thinner trash bags for household waste management indicates that consumers have successfully adapted to new habits and that the offered products are highly preferred.

Pilot with circular transport box

To further accelerate this transition, Europris launched a pilot project in 2025. It tested innovative approaches to reduce plastic bag usage further by introducing transport boxes as an alternative to plastic carrier bags. These boxes were designed to move goods from the logistics centre to stores and provide customers with a reusable solution that extends product lifespan. After improving product placement, updating the printed design on the box, and implementing clear in-store communication, sales in the three pilot stores more than doubled. This confirms that customers value practical, reusable solutions that reduce single-use plastic.

The box design was recognised with a 1st place in the packaging world star 2025, organised by the World Packaging Organisation. The jury highlighted its innovative design and multiple-use thinking as key strengths. This recognition underscores the potential of the transport box to support the transition away from plastic bags while offering added value to customers. Building on these results, Europris will evaluate scaling the solution to more stores in 2026.

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Actions to manage safe products

There is a risk related to illegal and potentially unsafe products being distributed and sold due to deviations in control routines. In order to prevent and mitigate risks related to unsafe products being sold, several actions are in place, as described below.

A dedicated quality assurance department, with offices in Norway and Sweden, together with the sourcing office in China, ensures that products are safe, meet quality specifications, and are assessed for safe use and disposal. The group works diligently to keep products free of hazardous substances and maintain high standards of quality and safety.

The group has zero tolerance for recalls. A recall is defined as the removal of a product from the market due to a safety issue, defect or regulatory non-compliance that may pose a risk to consumers. In 2025, the group carried out one recall involving the same product in Sweden and Norway.

The quality assurance department establishes stringent requirements and ensures that suppliers have the necessary expertise to comply with applicable laws and regulations. In the second half of 2025, a new role was established to further strengthen resilience in response to the evolving ESG regulatory landscape. The new resource has been recruited and will join the team at the beginning of Q2 2026.

Adherence to the supplier Code of Conduct is an integral part of the process for product safety and ensures that human and labour rights in the supply chain are in line with the group's requirements. No human rights issues or incidents related to consumers and/or end-users have been reported during the reporting year.

In response to the potential negative impact of selling products containing hazardous chemicals, measures are implemented to ensure the proper and secure placement of chemical-based products, including the safe sealing of caps. These precautions are particularly aimed at protecting children, who are especially vulnerable to the misuse of such products. A project was initiated in 2024 to ensure particular attention to securing the safe use, storage and labelling of all potentially hazardous products containing chemicals. This includes tactile labelling for the visually impaired.

Testing and quality inspections

Before an order is placed, goods are controlled at the production site to ensure they meet demands of international and national legislation. This includes third party documentation which is sent to the quality assurance department for approval. Additionally, all high-risk products are subject to strict checks by the quality assurance department before production take place. High-risk items include electric products, toys, chemicals, food and materials intended to come in contact with food.


Consumers and end-users

The quality assurance department in Europris and ÖoB has focused on optimising routines and testing in collaboration with the quality team in the sourcing office in China. The latter ensures that pre-shipment inspections are carried out for products produced in Asia. Reports from these inspections must be approved by the head office in Norway before the shipment is released, which ensures that any corrections can be made before products leave the production site. This reduces the risk of faulty or defective items being transported to the Nordic market.

Increased attention has been paid to improve product quality based on feedback from consumer complaints

received through the engagement and remediation channels described above. The number of complaints, together with the associated data, indicates that the processes to provide or enable remedy are available and effective in their implementation and outcomes.

Risk analysis in procurement

To help identify what action is needed and appropriate in response to the actual and potential negative impact, risk assessments are divided into three categories:

Red risk: This category includes products which may pose a risk to health, safety and/or the environment. Those requiring CE marking automatically belongs to this category. Products incurring customer complaints which indicate a hazard are also moved into the red category. These products are strictly monitored and will remain in this group until changes justify a downgrade.

Yellow risk: Products in this category have potential risks, but with a small likelihood of negative consequences. That includes technical chemical products such as cleaning supplies. Extra care is taken to ensure the safe use of such items.

Green risk: Products which pose no imminent risk to HSE.

Group approach to ensure quality across markets

ÖoB maintains a quality department comparable to the one in Europris. During the second half of 2024, efforts were made to align routines and requirements across both countries in line with group specifications. To further strengthen collaboration, the group has in the reporting year worked on deeper integration between Europris and ÖoB to ensure consistent ways of working and to leverage the

strengths of both teams. This approach includes establishing clear roles, where one country takes the lead and the other provides support across different product groups. By organising responsibilities in this way, the group aims to maximise efficiency, share expertise, and create a more unified structure across markets. In 2026, pure play companies will also be included in the same routines, ensuring full alignment and compliance with group standards.

img-7.jpeg


Consumers and end-users
113

// S4-5

Targets

In order to address the policies and track progress in the management of material impacts, risks and opportunities related to safe products and information-related impacts, the group has defined metrics and targets as listed below.

Process for setting targets

Internal stakeholders involved in developing the metrics and targets are resources from sustainability, finance, quality assurance and procurement. Consumers and end-users have not directly been involved in setting the targets in relation to this material topic.

Monitoring of targets

Progress towards targets is monitored and reported on a yearly basis and as described in the chapter on governance on page 35. The traffic light symbol indicates whether the performance is below, in line with, or exceeding the expected target. The underlying measurement and significant assumptions, limitations, sources, and processes for collecting data for the targets with historical data are unchanged.

Scope 2025 Actual Target
EP ÖoB PP Metric 2023 2024 2025 2025 2026 2030 Measurement
Safe products
Y Y Y Zero recalls on own sourced products 1 2 1 0 0 0 Number of recalls on own sourced products due to a safety issue, defect, or violation of regulations that could pose a risk to consumers (measured yearly)
Information related impacts
Y N N Annual increase in share of total chain sales from third-party certified products 9.8 11.5 14.0 >11.5 >14.0 >2029 Percentage of total chain sales from third-party certified products (measured monthly)

EP = Europris
PP = Pure play


114

Governance

G1 Business conduct


Business conduct

Business conduct

As a retailer managing an extensive network of supplier relationships across diverse geographical and cultural contexts, the group is committed to upholding the highest standards of integrity and compliance with applicable regulations and international standards and principles of responsible business conduct.

Corporate culture relates to how the group establishes, develops and promotes a strong culture of responsible business behaviour.

Corruption and bribery refers to bribing or accepting bribes, thereby obtaining or providing an undue advantage in connection with one's work.

img-8.jpeg


Business conduct

// ESRS 2 SBM-3

Material impacts, risks and opportunities

G1 - Material IROs

Type Activity Description Time horizon Value chain
Corporate culture
Potential negative impact Behaviour and routines may not reflect adopted policies There is a risk that behaviour and routines do not reflect the content of a policy, meaning that policies are not valuable without mandatory training for relevant employees. This can impact negatively on both upstream for workers in the value chain and downstream towards customers. Short-term Upstream Own operations Downstream
Actual positive impact Corporate governance principles and guidelines The group's governance principles are based on the Norwegian Corporate Governance Code. Additionally, a code of conduct for suppliers governs social and environmental compliance in the value chain. Furthermore, the group has established a set of guidelines for its employees. The aim of these guidelines is to ensure a common understanding of and compliance with the group's culture, values and expectations of employees. Short-term Upstream Own operations
Corruption and bribery
Potential negative impact Import of goods or services from high risk countries with identified potential risk of corruption The group sources goods and services from countries and value chains identified as high risk related to potential corruption. The group may directly or indirectly contribute to corruption which would affect people in the value chain negatively. Short-term Upstream

// G1-1

Policies

The group has a number of policies in place to manage material impacts related to business conduct matters and to foster a strong corporate culture. Together, these policies set behavioural expectations for the group's own employees as well as for stakeholders upstream and downstream in the value chain. The policies include the supplier Code of Conduct, the policy on anti-corruption, and the whistleblowing policy.

The supplier Code of Conduct is described in more detail in the chapter of S2 on page 87 and is therefore not repeated here. The policies are revised annually and approved by the board. The CFO is overall accountable for the implementation of the policies. Guidance on whistleblowing is available to potentially and affected stakeholders on the Europris webpage, and the anti-corruption policy is publicly available here.

Key areas addressed in the anti-corruption policy

  • General requirements: The group's business must be conducted in accordance with all applicable legislation and regulations, and in such a way that its high ethical standards are maintained. It will not seek to obtain or accept commercial benefits based on illegal, improper or unethical behaviour.
  • Expected behaviour: It is strictly forbidden to offer, promise, award or accept, directly or indirectly, the transfer of money or other benefits to anybody with the intention of achieving influence or influencing the professional duties of the recipient (or somebody else), their obligations or in other ways achieving or retaining an improper advantage.
  • Expected behaviour also outlines the definition of an improper benefit (or bribe), entertainment, gifts, commercial events and charitable donations as well as particular caution in relation to public sector.
  • Mitigating risk measures: Adequate procedures for risk analysis of third parties as well as anti-corruption clauses must be implemented to identify and reduce corruption risk.
  • Do's and dont's, reporting, training and internal audit is described in the policy.

Business conduct
117

Key areas addressed in the whistleblower policy

Purpose of policy:

  • Employees and contracted workers who become aware of unacceptable conditions in any of the companies of the group, are encouraged to report them. By receiving information about such issues, the employer is given the opportunity to address and rectify the situation. The provisions on whistleblowing aim to ensure greater transparency and contribute to a healthy culture of free expression within the group.

The policy contains the following:

  • What constitutes reportable misconduct
  • Who and how and to whom to whistleblow
  • Requirements for whistleblowing
  • Procedures for handling whistleblowing cases in line with the transposing Directive (EU) 2019/1937

The group's commitment to business integrity is implemented through established routines and guidelines for whistleblowing. These enable the group to identify, report and investigate concerns related to internal or external unlawful behaviour. External whistleblowing guidelines are available on the group's webpage on the following link: https://www.europris.no/varsling.

Internally in Europris, various whistleblower methods and guidelines have been provided, such as available information on the intranet, in the employee handbook and through posters displayed in stores and at the logistic centre. To ensure that employees have sufficient awareness of whistleblowing procedures, questions related to this topic are incorporated in the annual employee survey as well as being included in an e-learning programme. The results show that the vast majority of employees have a good understanding of the topic. The group's commitment to protect whistleblowers against retaliation is in place and described in the external and internal guidelines. If a person chooses to remain anonymous, neither the group nor the third party provider can track or identify the reporting individual.

The group has procedures to investigate business conduct incidents, including incidents of corruption and bribery, promptly, independently and objectively through its external legal consultancy service.

To establish, promote and develop employee awareness of the group's corporate culture, Europris requires all employees to complete e-learning on ethical guidelines, anti-corruption and whistleblowing. This is distributed through learnings by email to all employees yearly. Evaluation of the topic is disclosed through feedback in employee performance meetings and through potential whistleblowing cases. In 2026, the Swedish segment will fully adopt the group's guidelines and processes, promoting harmonisation across operations in both countries.

Certain functions within the group pose elevated risk for corruption and bribery. Such roles are identified as purchasers such as category managers, product managers,

sourcing directors, expansion director and the head of transport and logistics. In the reporting year, the individuals holding these roles in Norway and Sweden received on-premise training to ensure they are able to meet the guidelines. The same training is also provided to the persons working at the sourcing office in China, although not defined as employees. The training has been followed up by e-learning on how to handle human and labour rights in day-to-day operations.

// G1-3 and G1-4

Prevention and detection of corruption and bribery

In order to prevent, detect and address incidents of corruption and bribery, the following actions have been implemented:

  • Zero tolerance policy towards corruption and bribery applies to everyone in the group – all employees, managers, senior executives and directors and to all others covered by the group's overall Code of Conduct. Where the group's business partners are concerned, it applies to them when they represent the group or act on its behalf. These will include, for example, advisers, agents or certain service providers and suppliers.
  • Code of Conduct that specifically addresses corruption and bribery, where all suppliers needs to sign and commit to the Code of Conduct.
  • Employee training on the topic to address and make sure the content of the policies and their implications are understood.
  • Whistleblower channel is established to detect possible incidents of corruption and bribery.

In the event of potential cases of corruption being identified, the reporting process will follow the established group procedures. The division manager will report the matter to the designated director, who will subsequently escalate it to the CEO. The CEO will ensure that the matter is included


Business conduct

in the management reports presented to the board at scheduled intervals, ensuring a structured and transparent flow of information.

During the reporting year, the group has not been subject to any convictions for violations of anti-corruption or anti-bribery laws, nor has it received any fines. The group does not have any existing investigating committee separate from the chain of management.

Training

During the reporting year, the group conducted anti-corruption and anti-bribery training sessions at three key locations: the head office in Norway, the Swedish head office, and the sourcing office in China. These training programmes were targeted at individuals in roles identified as being at high risk within the administrative and management teams; procurement managers located in Europe, employees involved in procurement of services or goods for internal use,

and managers in logistics. Supervisory bodies were not included in the training sessions during this period.

The training was collaboratively designed by the group legal counsel and the Quality and assurance manager, to ensure comprehensive coverage of relevant policies and practices.

The programme emphasises a practical understanding of the group's anti-corruption and anti-bribery policy. It includes detailed explanations, real-world examples, and case studies to illustrate key principles and challenges. Active dialogue with participants is a core component, fostering engagement, clarifying uncertainties, and ensuring that attendees are well-equipped to identify and address risks related to corruption and bribery in their respective roles. Of the 64 employees defined as functions at risk in 2025, 89.1 per cent received training during 2025.

Functions at risk covered by training programmes
Function Unit 2024 2025
Group procurement % received training 97.4% 90.0%
No. received training Headcount 38 36
No. at risk Headcount 39 40
Type of training Classrom training
E-learning Classrom training
E-learning
Procurement services and goods not for resale % received training 97.4% 81.3%
No. received training Headcount 37 13
No. at risk Headcount 38 16
Type of training E-learning Classrom training
E-learning
Logistics % received training 100.0% 100.0%
No. received training Headcount 2 8
No. at risk Headcount 2 8
Type of training Classrom training
E-learning Classrom training
E-learning
Total % received training 97.5% 89.1%
No. received training Headcount 77 57
No. at risk Headcount 79 64

Note: Compared to 2024, functions at risk in Asia is removed from the table as they are not defined as employees. Historical figures have been updated accordingly. A significantly larger number of employees in procurement and goods at OoB received training in 2024 following the acquisition, whereas from 2025 a more narrowly defined set of at-risk functions has been identified.


Appendix

//ESRS2IRO-2

Appendix A - ESRS Index

ESRS DR Name of disclosure requirement Page
General information
ESRS 2 BP-1 General basis for preparation 34
ESRS 2 BP-2 Disclosures in relation to specific circumstances 34
ESRS 2 GOV-1 The administrative, management and supervisory bodies • ESRS G1 Governance 35
ESRS 2 GOV-2 Information provided to and sustainability matters addressed by the undertaking's administrative, management and supervisory bodies 35
ESRS 2 GOV-3 Integration of sustainability-related performance in incentive schemes • ESRS E1 Climate change • E1 GOV-3 36
ESRS 2 GOV-4 Statement on due diligence 36
ESRS 2 GOV-5 Risk management and internal controls over sustainability reporting 37
ESRS 2 SBM-1 Business model and value chain • SBM-1 §40 a (page 11) 37
ESRS 2 SBM-2 Interests and views of stakeholders • S1-SBM-2, S2-SBM-2, S4-SBM-2 41
ESRS 2 IRO-1 Impact, risk and opportunity management • ESRS E1 Climate change (page 45) • ESRS E5 Resource use and circular economy (page 46) • ESRS IRO-1 E1/ E4/ E5 43
ESRS 2 IRO-2 Disclosure requirements in ESRS covered by the undertaking's sustainability statement 119
ESRS 2 SBM-3 Material impacts, risks and opportunities • ESRS E1 Climate change (page 53) • ESRS E4 Biodiversity and ecosystems (page 71) • ESRS E5 Resource use and circular economy (page 74) • ESRS S1 Own workforce (page 85) • ESRS S2 Workers in the value chain (page 98) • ESRS S4 Consumers and end-users (page 106) • ESRS G1 Business conduct (page 116) 47

Appendix

ESRS DR Name of disclosure requirement Page
Environment
N/A Taxonomy 49
E1 E1-1 Transition plan for climate change mitigation 55
E1 E1-2 Policies 56
E1 E1-3 Actions 56
E1 E1-4 Targets 61
E1 E1-5 Energy consumption and mix 63
E1 E1-6 GHG accounts 65
E1 E1-7 GHG removal and carbon credits 69
E1 E1-8 Internal carbon pricing 69
E4 ESRS 2 §17 Short summary of policies, actions, metrics and targets 71
E5 E5-1 Policies 76
E5 E5-2 Actions 77
E5 E5-3 Targets 79
E5 E5-4 and E5-5 Metrics resource inflows and outflows 80
Social
S1 S1-1 Policies 87
S1 S1-2 Processes for engagement 88
S1 S1-3 Remediation of impacts and channels to raise concerns 89
S1 S1-4 Actions 89
S1 S1-5 Metrics and Targets 92
S1 S1-6 Characteristics of the undertakings employees 93
S1 S1-7 Non-employees 94
S1 S1-9 Diversity Metrics 95
S1 S1-11 Social protection 96
S1 S1-14 Health and safety metrics 96

Appendix

ESRS DR Name of disclosure requirement Page
S1 S1-17 Incidents, complaints and severe human rights impacts 94
S2 S2-1 Policies 100
S2 S2-2 Processes for engagement 102
S2 S2-3 Processes to remediate negative impacts and channels to raise concerns 102
S2 S2-4 Actions 102
S2 S2-5 Targets 104
S4 S4-1 Policies 107
S4 S4-2 Processes for engagement 108
S4 S4-3 Processes to remediate negative impacts and channels to raise concerns 108
S4 S4-4 Actions 110
S4 S4-5 Targets 112
Business conduct
G1 G1-1 Corporate culture 116
G1 G1-3 and G1-4 Prevention and protection of corruption and bribery 117

Appendix

Appendix B - Table of other EU legislation

Disclosure requirements and related datapoint SFDR reference Pilar 3 reference Benchmark regulation reference EU Climate law reference Page / Materiality
ESRS 2 GOV-1 Board's gender diversity paragraph 21 (d) Indicator number 13 of Table #1 of Annex 1 Commission Delegated Regulation (EU) 2020/1816 (5), Annex II 35
ESRS 2 GOV-1 Percentage of board members who are independent paragraph 21 (e) Delegated Regulation (EU) 2020/1816, Annex II 35
ESRS 2 GOV-4 Statement on due diligence paragraph 30 Indicator number 10 Table #3 of Annex 1 36
ESRS 2 SBM-1 Involvement in activities related to fossil fuel activities paragraph 40 (d) i Indicators number 4 Table #1 of Annex 1 Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 (6) Table 1: Qualitative information on Environmental risk and Table 2: Qualitative information on Social risk Delegated Regulation (EU) 2020/1816, Annex II Not material
ESRS 2 SBM-1 Involvement in activities related to chemical production paragraph 40 (d) ii Indicator number 9 Table #2 of Annex 1 Delegated Regulation (EU) 2020/1816, Annex II Not material
ESRS 2 SBM-1 Involvement in activities related to controversial weapons paragraph 40 (d) iii Indicator number 14 Table #1 of Annex 1 Delegated Regulation (EU) 2020/1818 (7), Article 12(1) Delegated Regulation (EU) 2020/1816, Annex II Not material
ESRS 2 SBM-1 Involvement in activities related to cultivation and production of tobacco paragraph 40 (d) iv Delegated Regulation (EU) 2020/1818, Article 12(1) Delegated Regulation (EU) 2020/1816, Annex II Not material
ESRS E1-1 Transition plan to reach climate neutrality by 2050 paragraph 14 Regulation (EU) 2021/1119, Article 2(1) 55

Appendix

Disclosure requirements and related datapoint SFDR reference Pilar 3 reference Benchmark regulation reference EU Climate law reference Page / Materiality
ESRS E1-1 Undertakings excluded from Paris-aligned Benchmarks paragraph 16 (g) Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 Template 1: Banking book-Climate Change transition risk: Credit quality of exposures by sector, emissions and residual maturity Delegated Regulation (EU) 2020/1818, Article12.1 (d) to (g), and Article 12.2 55
ESRS E1-4 GHG emission reduction targets paragraph 34 Indicator number 4 Table #2 of Annex 1 Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 Template 3: Banking book – Climate change transition risk: alignment metrics Delegated Regulation (EU) 2020/1818, Article 6 Not material
ESRS E1-5 Energy consumption from fossil sources disaggregated by sources (only high climate impact sectors) paragraph 38 Indicator number 5 Table #1 and Indicator n. 5 Table #2 of Annex 1 63
ESRS E1-5 Energy consumption and mix paragraph 37 Indicator number 5 Table #1 of Annex 1 63
ESRS E1-5 Energy intensity associated with activities in high climate impact sectors paragraphs 40 to 43 Indicator number 6 Table #1 of Annex 1 63
ESRS E1-6 Gross Scope 1, 2, 3 and Total GHG emissions paragraph 44 Indicators number 1 and 2 Table #1 of Annex 1 Article 449a; Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 Template 1: Banking book – Climate change transition risk: Credit quality of exposures by sector, emissions and residual maturity Delegated Regulation (EU) 2020/1818, Article 5(1), 6 and 8(1) 65
ESRS E1-6 Gross GHG emissions intensity paragraphs 53 to 55 Indicators number 3 Table #1 of Annex 1 Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 Template 3: Banking book – Climate change transition risk: alignment metrics Delegated Regulation (EU) 2020/1818, Article 8(1) 65

Appendix

Disclosure requirements and related datapoint SFDR reference Pilar 3 reference Benchmark regulation reference EU Climate law reference Page / Materiality
ESRS E1-7 GHG removals and carbon credits paragraph 56 Regulation (EU) 2021/1119, Article 2(1) Not relevant
ESRS E1-9 Exposure of the benchmark portfolio to climate-related physical risks paragraph 66 Delegated Regulation (EU) 2020/1818, Annex II
Delegated Regulation (EU) 2020/1816, Annex II Phase-in disclosure
ESRS E1-9 Disaggregation of monetary amounts by acute and chronic physical risk paragraph 66 (a) ESRS E1-9 Location of significant assets at material physical risk paragraph 66 (c). Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 paragraphs 46 and 47; Template 5: Banking book - Climate change physical risk: Exposures subject to physical risk. Phase-in disclosure
ESRS E1-9 Breakdown of the carrying value of its real estate assets by energy-efficiency classes paragraph 67 (c). Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 paragraph 34; Template 2: Banking book -Climate change transition risk: Loans collateralised by immovable property - Energy efficiency of the collateral Phase-in disclosure
ESRS E1-9 Degree of exposure of the portfolio to climate- related opportunities paragraph 69 Delegated Regulation (EU) 2020/1818, Annex II Phase-in disclosure
ESRS E2-4 Amount of each pollutant listed in Annex II of the E-PRTR Regulation (European Pollutant Release and Transfer Register) emitted to air, water and soil, paragraph 28 Indicator number 8
Table #1 of Annex 1
Indicator number 2
Table #2 of Annex 1
Indicator number 1
Table #2 of Annex 1
Indicator number 3
Table #2 of Annex 1 Not material
ESRS E3-1 Water and marine resources paragraph 9 Indicator number 7
Table #2 of Annex 1 Not material

Appendix

Disclosure requirements and related datapoint SFDR reference Pilar 3 reference Benchmark regulation reference EU Climate law reference Page / Materiality
ESRS E3-1 Sustainable oceans and seas paragraph 14 Indicator number 12 Table #2 of Annex 1 Not material
ESRS E3-4 Total water recycled and reused paragraph 28 (c) Indicator number 6.2 Table #2 of Annex 1 Not material
ESRS E3-4 Total water consumption in m3 per net revenue on own operations paragraph 29 Indicator number 6.1 Table #2 of Annex 1 Not material
ESRS 2- IRO 1 - E4 paragraph 16 (a) i Indicator number 7 Table #1 of Annex 1 Not material
ESRS 2- IRO 1 - E4 paragraph 16 (b) Indicator number 10 Table #2 of Annex 1 Not material
ESRS 2- IRO 1 - E4 paragraph 16 (c) Indicator number 14 Table #2 of Annex 1 Not material
ESRS E4-2 Sustainable land / agriculture practices or policies paragraph 24 (b) Indicator number 11 Table #2 of Annex 1 Not material
ESRS E4-2 Sustainable oceans / seas practices or policies paragraph 24 (c) Indicator number 12 Table #2 of Annex 1 Not material
ESRS E4-2 Policies to address deforestation paragraph 24 (d) Indicator number 15 Table #2 of Annex 1 71
ESRS E5-5 Non-recycled waste paragraph 37 (d) Indicator number 13 Table #2 of Annex 1 82
ESRS E5-5 Hazardous waste and radioactive waste paragraph 39 Indicator number 9 Table #1 of Annex 1 82

Appendix

Disclosure requirements and related datapoint SFDR reference Pilar 3 reference Benchmark regulation reference EU Climate law reference Page / Materiality
ESRS 2- SBM3 - S1 Risk of incidents of forced labour paragraph 14 (f) Indicator number 13
Table #3 of Annex I 87
ESRS 2- SBM3 - S1 Risk of incidents of child labour paragraph 14 (g) Indicator number 12
Table #3 of Annex I 87
ESRS S1-1 Human rights policy commitments paragraph 20 Indicator number 9
Table #3 and Indicator number 11
Table #1 of Annex I 87
ESRS S1-1 Due diligence policies on issues addressed by the fundamental International Labor Organisation Conventions 1 to 8, paragraph 21 Delegated Regulation (EU) 2020/1816, Annex II 87
ESRS S1-1 processes and measures for preventing trafficking in human beings paragraph 22 Indicator number 11
Table #3 of Annex I 87
ESRS S1-1 workplace accident prevention policy or management system paragraph 23 Indicator number 1
Table #3 of Annex I 87
ESRS S1-3 grievance/complaints handling mechanisms paragraph 32 (c) Indicator number 5
Table #3 of Annex I 89
ESRS S1-14 Number of fatalities and number and rate of work-related accidents paragraph 88 (b) and (c) Indicator number 2
Table #3 of Annex I Delegated Regulation (EU) 2020/1816, Annex II 96
ESRS S1-14 Number of days lost to injuries, accidents, fatalities or illness paragraph 88 (e) Indicator number 3
Table #3 of Annex I 96
ESRS S1-16 Unadjusted gender pay gap paragraph 97 (a) Indicator number 12
Table #1 of Annex I Delegated Regulation (EU) 2020/1816, Annex II Not material

Appendix

Disclosure requirements and related datapoint SFDR reference Pilar 3 reference Benchmark regulation reference EU Climate law reference Page / Materiality
ESRS S1-16 Excessive CEO pay ratio paragraph 97 (b) Indicator number 8
Table #3 of Annex I 71
ESRS S1-17 Incidents of discrimination paragraph 103 (a) Indicator number 7
Table #3 of Annex I 94
ESRS S1-17 Non-respect of UNGPs on Business and Human Rights and OECD paragraph 104 (a) Indicator number 10
Table #1 and Indicator n. 14
Table #3 of Annex I Delegated Regulation (EU) 2020/1816, Annex II
Delegated Regulation (EU) 2020/1818 Art 12 (1) 94
ESRS 2- SBM3 – S2 Significant risk of child labour or forced labour in the value chain paragraph 11 (b) Indicators number 12 and n. 13
Table #3 of Annex I 98
ESRS S2-1 Human rights policy commitments paragraph 17 Indicator number 9
Table #3 and Indicator n. 11
Table #1 of Annex 1 110
ESRS S2-1 Policies related to value chain workers paragraph 18 Indicator number 11 and n. 4
Table #3 of Annex 1 100
ESRS S2-1 Non-respect of UNGPs on Business and Human Rights principles and OECD guidelines paragraph 19 Indicator number 10
Table #1 of Annex 1 Delegated Regulation (EU) 2020/1816, Annex II
Delegated Regulation (EU) 2020/1818, Art 12 (1) 100
ESRS S2-1 Due diligence policies on issues addressed by the fundamental International Labor Organisation Conventions 1 to 8, paragraph 19 Delegated Regulation (EU) 2020/1816, Annex II 100
ESRS S2-4 Human rights issues and incidents connected to its upstream and downstream value chain paragraph 36 Indicator number 14
Table #3 of Annex 1 101
ESRS S3-1 Human rights policy commitments paragraph 16 Indicator number 9
Table #3 of Annex 1 and Indicator number 11
Table #1 of Annex 1 Not material

Appendix

Disclosure requirements and related datapoint SFDR reference Pilar 3 reference Benchmark regulation reference EU Climate law reference Page / Materiality
ESRS S3-1 non-respect of UNGPs on Business and Human Rights, ILO principles or and OECD guidelines paragraph 17 Indicator number 10
Table #1 Annex 1 Delegated Regulation (EU) 2020/1816, Annex II
Delegated Regulation (EU) 2020/1818, Art 12 (1) Not material
ESRS S3-4 Human rights issues and incidents paragraph 36 Indicator number 14
Table #3 of Annex 1 Not material
ESRS S4-1 Policies related to consumers and end-users paragraph 16 Indicator number 9
Table #3 and Indicator number 11
Table #1 of Annex 1 107
ESRS S4-1 Non-respect of UNGPs on Business and Human Rights and OECD guidelines paragraph 17 Indicator number 10
Table #1 of Annex 1 Delegated Regulation (EU) 2020/1816, Annex II
Delegated Regulation (EU) 2020/1818, Art 12 (1) 107
ESRS S4-4 Human rights issues and incidents paragraph 35 Indicator number 14
Table #3 of Annex 1 107
ESRS G1-1 United Nations Convention against Corruption paragraph 10 (b) Indicator number 15
Table #3 of Annex 1 116
ESRS G1-1 Protection of whistleblowers paragraph 10 (d) Indicator number 6
Table #3 of Annex 1 117
ESRS G1-4 Fines for violation of anticorruption and anti-bribery laws paragraph 24 (a) Indicator number 17
Table #3 of Annex 1 Delegated Regulation (EU) 2020/1816, Annex II 118
ESRS G1-4 Standards of anti-corruption and anti-bribery paragraph 24 (b) Indicator number 16
Table #3 of Annex 1 117

Appendix
129

Appendix C: Independent sustainability auditor's limited assurance report

Deloitte.

Deloitte AS
Dronning Eufemias gate 14
Postboks 221
NO-0103 Oslo
Norway
+47 23 27 90 00
www.deloitte.no

To the General Meeting of Europris ASA

INDEPENDENT SUSTAINABILITY AUDITOR'S LIMITED ASSURANCE REPORT

Limited assurance conclusion

We have conducted a limited assurance engagement on the consolidated sustainability statement of Europris 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 The Double Materiality Assessment, and
  • compliance of the disclosures in Taxonomy 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 behavior.

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.

Other matter

The comparative information included in the Sustainability Statement for the financial year 2023 and previous years was not subject to an assurance engagement. Our conclusion is not modified in respect of this matter.

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 Double Materiality Assessment of the Sustainability Statement. This responsibility includes:

  • understanding the context in which the Group's activities and business relationships take place and developing an understanding of its affected stakeholders;

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.

Registrar i Foretakeregisteret
Medlemmer av Den norske Revisorforening
Organisasjonsnummer: 980 211 282

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.


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Appendix

Deloitte.

Independent sustainability auditor's limited assurance report
Europris ASA

  • 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 Taxonomy 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 Double Materiality Assessment.

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 is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Appendix

Deloitte.

Independent sustainability auditor's limited assurance report
Europris ASA

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:
  • performing inquiries to understand the sources of the information used by management (e.g., stakeholder engagement, business plans and strategy documents); and
  • 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 Double Materiality Assessment.

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
  • 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
  • and obtaining an understanding of the Group’s risk assessment process.

  • 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 inquiries 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.

Oslo, 18 March 2026

Deloitte AS

Stian Jilg-Scherven

State Authorised Public Accountant - Sustainability Auditor

(This document is signed electronically)


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Signatures of the board

Fredrikstad, 18 March 2026

THE BOARD OF DIRECTORS OF EUROPRIS ASA

img-0.jpeg
Tom Vidar Rygh
Chair

img-1.jpeg
Hege Bømark

img-2.jpeg
Ros-Marie Grusén

img-3.jpeg
Susanne Holmström

img-4.jpeg
Jon Martin Klafstad

img-5.jpeg
Bente Sollid

img-6.jpeg
Pål Wibe

img-7.jpeg
Espen Eldal
CEO


133

Overview

Consolidated financial statements 134
Income statement 135
Balance sheet 136
Statement of changes in equity 138
Statements of cash flows 139
Notes 140

Parent company financial statements 170
Income statement 171
Balance sheet 172
Statement of changes in equity 174
Statement of cash flows 175
Notes 176
Declaration to the annual report 181
Definitions of Alternative Performance Measures 182
Independent auditor's report 184

Shareholder information 189


134

EUROPRIS ASA

Group 2025


135

Consolidated income statement

Figures are stated in NOK 1,000 Note 2025 2024
Revenue 4.5 14,739,873 12,631,972
Other income 5 138,517 118,287
Total operating income 5 14,878,389 12,750,259
Cost of goods sold 19 8,798,957 7,437,455
Employee benefit expenses 6,7,8 2,238,204 1,865,036
Depreciation 12,13,14 1,060,249 922,927
Other operating expenses 6,9,14 1,462,074 1,288,062
Total operating expenses 13,559,485 11,513,479
Operating profit 1,318,904 1,236,780
Interest income 10 162 479
Other financial income 10 7,259 11,130
Total financial income 7,421 11,609
Interest expense 10,14 204,886 183,049
Other financial expense 10 67,569 30,264
Total financial expense 272,455 213,313
Net financial income (expense) (265,034) (201,704)
Share of the profit/(loss) from associates using the equity method 15 - 1,592
Change in fair value of option 15 - 32,309
Profit before tax 1,053,870 1,068,978
Income tax expense 11 245,233 230,940
Profit for the year 17 808,637 838,038
Profit attributable to non-controlling interests 1,538 802
Profit attributable to owners of the parent 807,098 837,236
Earnings per share (basic and diluted - in NOK) 17 4.93 5.15
Consolidated statement of comprehensive income
Profit for the year 808,637 838,038
Items that subsequently may be reclassified to profit or loss
Exchange differences on translation of foreign operations 16,157 11,652
Total comprehensive income for the year 824,793 849,690
Comprehensive income attributable to non-controlling interests 16 1,538 802
Comprehensive income attributable to owners of the parent 823,254 848,888

Notes 1 to 28 are an integral part of the consolidated financial statements


136

Consolidated balance sheet

Figures are stated in NOK 1,000 Note 31-12-2025 31-12-2024
ASSETS
Non-current assets
Software 12 46,337 74,529
Trademark 12 591,300 591,387
Goodwill 12,15 2,495,540 2,475,760
Deferred tax asset 11 130,852 83,407
Land 13 21,224 21,224
Buildings 13 109,112 116,087
Fixtures and fittings 13 491,345 474,677
Right-of-use assets 14 3,247,154 3,294,733
Investment in associates 300 267
Other investments 678 374
Other receivables 18,24 1,411 1,794
Derivatives 23,24 55,441 73,124
Total non-current assets 7,190,693 7,207,364
Current assets
Inventories 19 3,580,859 3,292,289
Trade receivables 18,24 218,515 226,921
Other receivables 18,24 251,395 198,426
Derivatives 18,23,24 1,773 16,516
Cash 20,24 988,122 603,362
Total current assets 5,040,663 4,337,514
Total assets 12,231,357 11,544,878

Notes 1 to 28 are an integral part of the consolidated financial statements


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Consolidated balance sheet

Figures are stated in NOK 1,000 Note 31-12-2025 31-12-2024
EQUITY AND LIABILITIES
Equity
Share capital and share premium 21 215,302 215,302
Other paid-in capital 21 93,039 93,039
Other equity 4,001,916 3,749,207
Total shareholders’ equity 4,310,258 4,057,548
Non-controlling interests 16 46,991 51,299
Total equity 4,357,249 4,108,848
Liabilities
Non-current liabilities
Deferred tax liability 11 39,834 56,060
Borrowings 2,22,24,25 996,972 1,018,516
Lease liabilities 14,25 2,520,948 2,566,863
Total non-current liabilities 3,557,754 3,641,439
Current liabilities
Borrowings 2,22,24,25 849,281 304,480
Current lease liabilities 14,25 913,410 894,019
Accounts payable 2,24 1,076,922 1,255,066
Tax payable 11 298,427 248,193
Public duties payable 24 462,307 417,651
Put option liability 2,24 27,802 30,390
Other current liabilities 2,24 665,727 629,841
Derivatives 23,24 22,479 14,952
Total current liabilities 4,316,354 3,794,591
Total liabilities 7,874,108 7,436,031
Total equity and liabilities 12,231,357 11,544,878

Fredrikstad, 18 March 2026

THE BOARD OF DIRECTORS OF EUROPRIS ASA

img-8.jpeg
Tom Vidar Rygh, Chair

img-9.jpeg
Hege Bømark

img-10.jpeg
Ros-Marie Grusén

img-11.jpeg
Susanne Holmström

img-12.jpeg
Jon Martin Klafstad

img-13.jpeg
Bente Sollid

img-14.jpeg
Pål Wibe

img-15.jpeg
Espen Eldal, CEO

Notes 1 to 28 are an integral part of the consolidated financial statements


138

Consolidated statement of changes in equity

Figures are stated in NOK 1,000 Share capital Treasury shares Share premium Other paid-in capital Other equity Total Non-controlling interests Total equity
Equity 01.01.2025 166,969 (3,320) 51,652 93,039 3,749,207 4,057,548 51,299 4,108,848
Profit for the period - - - - 807,098 807,098 1,538 808,637
Other comprehensive income - - - - 16,157 16,157 - 16,157
Dividend - - - - (573,135) (573,135) (298) (573,431)
Non-controlling interests on acquisition of subsidiary - - - - - - (5,548) (5,548)
Put option liability - - - - 2,588 2,588 - 2,588
Equity 31.12.2025 166,969 (3,320) 51,652 93,039 4,001,916 4,310,258 46,991 4,357,249
Equity 01.01.2024 166,969 (5,922) 51,652 22,472 3,326,045 3,561,216 50,575 3,611,791
Profit for the period - - - - 837,236 837,236 802 838,038
Other comprehensive income - - - - 11,652 11,652 - 11,652
Dividend - - - - (523,560) (523,560) (78) (523,637)
Sale of treasury shares - 2,602 - 70,567 100,245 173,415 - 173,415
Put option liability - - - - (2,410) (2,410) - (2,410)
Equity 31.12.2024 166,969 (3,320) 51,652 93,039 3,749,207 4,057,548 51,299 4,108,848

In accordance with sections 9-4 and 9-5 of the Norwegian Public Limited Liability Companies Act, the board is mandated to acquire the company's own shares on specific conditions. See note 15 and 21 for details of treasury shares.

Notes 1 to 28 are an integral part of the consolidated financial statements


Consolidated statements of cash flows

Figures are stated in NOK 1,000 Note 2025 2024
Cash flows from operating activities
Profit before income tax 1,053,870 1,068,978
Adjusted for:
– Depreciation fixed assets 13,14 1,030,212 888,308
– Amortisation intangible assets 12 30,037 34,619
– Unrealised gain and loss on derivatives 10 27,030 (1,802)
– Net interest expense exclusive of change in fair value derivatives 10 179,177 183,785
– Change in fair value of option 15 - (32,309)
– Share of profit from associates 15 - (1,592)
Changes in net working capital (exclusive effect of acquisitions): (396,322) (210,548)
– Inventory (231,692) (347,405)
– Accounts receivable and other current receivables (39,474) 7,495
– Accounts payable and other current debt (167,794) 168,313
– Decrease/(increase) in financial assets at fair value through profit or loss 42,638 (38,951)
Interest received 162 479
Interest paid 10,14 (206,369) (182,462)
Income tax paid 11 (247,242) (251,645)
Net cash generated from operating activities 1,470,554 1,495,811
Cash flows from investing activities
Purchases of fixed assets 13 (130,665) (130,166)
Purchases of intangible assets 12 (647) (8,294)
Acquisition of subsidiary 15 4,766 19,047
Net cash used in investing activities (126,546) (119,413)
Cash flows from financing activities
Net change overdraft and RCF (Revolving Credit Facility) 22 530,941 (142,005)
Repayment of debt to financial institutions 25 (26,544) (24,405)
Principal paid on lease liabilities 14,25 (891,332) (760,660)
Dividend (573,015) (523,559)
Sale of treasury shares - 1,350
Dividends paid to non-controlling interests in subsidiaries 16 (298) (78)
Net cash from financing activities (960,249) (1,449,357)
Net decrease/increase in cash 383,760 (72,960)
Exchange gain (loss) on cash 1,000 -
Cash at beginning of year (01.01) 603,362 676,322
Cash at end of year (31.12) 988,122 603,362

Notes 1 to 28 are an integral part of the consolidated financial statements


140

Notes to the consolidated financial statements

1 Accounting principles

1.1 Basis of preparation

The consolidated financial statements for Europris ASA ("the group") have been prepared in accordance with the IFRS® Accounting Standards as adopted by the EU, as well as Norwegian disclosure requirements pursuant to section 3-9 of the Norwegian Accounting Act at 31 December 2025. The accounting policies adopted are consistent with those of the previous financial year.

The board approved the consolidated financial statements on 18 March 2026.

The consolidated financial statements have been prepared on a historical cost basis with the following exceptions:

  • derivative instruments are recognised at fair value through profit and loss.

The group has applied the going concern assumption in preparing its consolidated financial statements. When assessing this assumption, management has assessed all available information regarding future expectations.

The preparation of financial statements in conformity with the IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the group's accounting policies. The areas involving a higher degree of judgement or complexity or where the assumptions and estimates are significant for the consolidated financial statements are disclosed in note 3.

The group's intention is to adopt relevant new and amended standards and interpretations when they become effective.

1.2 Consolidation

The consolidated financial statements include the parent company Europris ASA and all its subsidiaries. Subsidiaries are all entities over which the group has control, following the principles set out in IFRS 10 Consolidated Financial Statement, and are fully consolidated from the date on which control is transferred to the group.

Company Ownership/voting share
Europris ASA parent company
Europris Holding ASA 100%
Europris AS 100%
Europris Butikkdrift AS 100%
Runsvengruppen AB (ÖoB) group 100%
Lekekassen Holding AS group 100%
Strikemekka Holding AS group 67%

Based on the application guidance in IFRS 10, using the control term as the decisive criterion to decide whether a company should be included in the consolidated financial statements, the group has determined that it does not control its franchisees and the franchises are therefore not consolidated.

The group applies the acquisition method to account for business combinations. Any non-controlling interest in the acquiree is recognised on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognised amounts of the acquiree's identifiable net assets.

Goodwill is initially measured as the excess of the aggregate consideration transferred and the amount of non-controlling interest over the net identifiable assets acquired and liabilities assumed. If this consideration is lower than the fair value of the net assets of the subsidiary acquired, the difference is recognised in profit and loss.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.

1.3 Investment in associates

Associates are accounted for using the equity method from the date when significant influence is achieved until such influence ceases.

The group's share of the results of operations of the associate is shown on the face of the statement of profit or loss outside operation profit. In addition, when there has been a change recognised directly in the equity of the associate, the group recognises its share of any changes, when applicable, in the statement of changes in equity.

Goodwill relating to the associate is included in the carrying amount of the investment and is not tested for impairment individually. If there are indications that the investment in the associate is impaired, the group will


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perform an impairment test of the carrying amount of the investment. Any impairment losses are recognised as share of profit of an associate in the statement of profit or loss.

1.4 Segment reporting

The Europris group has two reportable segments. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the group management. The segments are reported in accordance with how the chief operating decision-maker evaluates profitability and achievements.

1.5 Foreign currency translation

Foreign currency transactions are translated into the functional currency of the respective group entity, using the exchange rates prevailing at the dates of the transactions (spot exchange rate). Foreign exchange gains and losses resulting from the settlement of such transactions and from the re-measurement of monetary items denominated in foreign currency at year-end exchange rates are recognised in the income statement. Non-monetary items are not re-translated at year-end and are measured at historical cost (translated using the exchange rates at the transaction date), except for non-monetary items measured at fair value which are translated using the exchange rates at the date when fair value was determined.

Non-monetary items which are measured at fair value in foreign currency are translated into the functional currency at the reporting date. Changes in exchange rates are recognised continuously in operating profit.

The consolidated financial statements are presented in NOK, which is the group's presentation currency.

1.6 Revenue from contracts with customers

Revenue from contracts with customers is recognised when control of the goods or services is transferred to the customer at an amount which reflects the consideration which the group expects to be entitled to in exchange for those goods or services. The group has generally concluded that it is the principal in its revenue arrangements, because it typically controls the goods or services before transferring them to the customer.

Revenue from the sale of goods

The group operates a chain of stores in the discount variety retail sector and online stores which sells consumer goods, including sales to franchise stores. The group recognises revenue from the sale of goods at the point in time when control of the goods is transferred to the customer, generally at the point of delivery. Retail sales are usually settled in cash or by debit or credit cards.

Certain contracts provide a customer with a right to return the goods within a specified period. The group uses the expected value method to estimate the goods which will not be returned, because this method best predicts the amount of variable consideration to which the group will be entitled.

Revenue from online stores is recognised when control of the goods is transferred to the customer, which is the point of delivery to the carrier. The return policy for online sales is the same as for store sales, and the expected return rate is calculated using the same method as described above. Sales from online store is settled by debit or credit cards.

Franchise fee

The fees received from franchises are recorded as "other income". The franchise fee is calculated based on a percentage of the sales.

1.7 Current and deferred income tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in the income statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised 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 balance sheet date.

Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised with regard to goodwill arising from business combinations. Deferred income tax is determined using tax rates (and laws) which have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

Deferred income tax liabilities are provided on taxable temporary differences arising from investments in subsidiaries, associates and joint arrangements, except for the deferred income tax liability where the timing of the reversal of the temporary difference is controlled by the


142

group and it is probable that the temporary difference will not reverse in the foreseeable future. Generally, the group is unable to control the reversal of the temporary difference for associates.

Deferred income tax assets are recognised on deductible temporary differences arising from investments in subsidiaries, associates and joint arrangements only to the extent that it is probable the temporary difference will reverse in the future and there is sufficient taxable profit available against which the temporary difference can be utilised.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities, and when the deferred income tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities and there is an intention to settle the balances on a net basis.

The group has adopted the amendments to IAS 12. The IASB amends the scope of IAS 12 to clarify that the standard applies to income taxes arising from tax law enacted or substantively enacted to implement the Pillar Two model rules published by the OECD, including tax law that implements qualified domestic minimum top-up taxes described in those rules.

The amendments introduce a temporary exception to the accounting requirements for deferred taxes in IAS 12, so that an entity would neither recognise nor disclose information about deferred tax assets and liabilities related to Pillar Two income taxes.

Following the amendments, the group is required to disclose that it has applied the exception and to disclose separately its current tax expense (income) related to Pillar Two income taxes.

1.8 Property, plant and equipment

Property, plant and equipment are recorded at historical cost less depreciation. Historical cost includes expenditure which is directly attributable to the acquisition of the items. Subsequent costs are included in the asset's carrying amount or recognised 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 replaced parts is derecognised when replaced. All other repairs and maintenance expenditures are recognised in profit and loss in the period when the expense is incurred.

Depreciation of property, plant and equipment is calculated using the straight-line method to depreciate their cost to their residual value over the estimated useful lives, as follows:

technical and electrical installations 5-15 years
fixture and fittings 7-10 years
vehicles 5 years
machinery and equipment 3 years
IT equipment 3 years
buildings 5-25 years
land not depreciated

The residual values and useful lives of the assets are reviewed and adjusted, if appropriate, at the end of each reporting period.

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 amount.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the income statement.

1.9 Leases

Identifying a lease

At the inception of a contract, the group assesses whether the contract is or contains a lease. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for a consideration.

The group as a lessee

Separating components in the lease contract

For contracts which constitute or contain a lease, the group separates lease components if it benefits from the use of each underlying asset either on its own or together with other resources which are readily available, and the underlying asset is neither highly dependent on, nor highly interrelated with, the other underlying assets in the contract. The group then accounts for each lease component in the contract as a lease separately from non-lease components of the contract.

Recognition of leases and exemptions

At the lease commencement date, the group recognises a lease liability and corresponding right-of-use asset for all lease agreements in which it is the lessee, except for the following exemptions applied:

  • short-term leases (defined as 12 months or less)
  • low-value assets

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For these leases, the group recognises the lease payments as other operating expenses in the statement of profit or loss when they are incurred.

Lease liabilities

The lease liability is recognised at the commencement date of the lease. The group measures the lease liability at the present value of the lease payments for the right to use the underlying asset during the lease term which were not paid at the commencement date. The lease term represents the non-cancellable period of the lease together with periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option.

The lease payments included in the measurement comprise:

  • fixed lease payments (including in-substance fixed payments), less any lease incentives receivable
  • variable lease payments which depend on an index or a rate, initially measured using the index or rate as at the commencement date
  • the exercise price of a purchase option, if the group is reasonably certain to exercise that option
  • payments of penalties for terminating the lease, if the lease term reflects the group exercising an option to terminate the lease.

The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made and remeasuring the carrying amount to reflect any reassessment or lease modifications, or to reflect adjustments in lease payments due to an adjustment in an index or rate.

The group does not include variable lease payments in the lease liability. Instead, the group recognises these variable lease expenses in profit or loss.

The group presents its lease liabilities as separate line items in the statement of financial position.

Right-of-use assets

The group measures the right-of use asset at cost, less any accumulated depreciation and impairment losses, adjusted for any remeasurement of lease liabilities. The cost of the right-of-use asset comprises:

  • the amount of the initial measurement of the lease liability recognised
  • any lease payments made at or before the commencement date, less any incentives received
  • any initial direct costs incurred by the group
  • an estimate of the costs to be incurred by the group in dismantling and removing the underlying asset, restoring the site on which it is located or restoring the underlying asset to the condition required by the terms and conditions of the lease, unless those costs are incurred to produce inventories.

The group applies the depreciation requirements in IAS 16 Property, Plant and Equipment in depreciating the right-of-use asset, except that the right-of-use asset is depreciated from the commencement date to the earlier of the lease term and the remaining useful life of the right-of-use asset.

The group applies IAS 36 Impairment of Assets to determine whether the right-of-use asset is impaired and to account for any impairment loss identified. Store profitability is monitored on an ongoing basis and stores that deliver below expectations are followed up and necessary measures implemented.

1.10 Intangible assets

Goodwill

Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value at the acquisition date of any previous equity interest in the acquiree over the fair value of the identifiable net assets acquired. If the total consideration transferred, non-controlling interest recognised and previously held interest measured at fair value are less than the fair value of the net assets of the subsidiary acquired, in the case of a bargain purchase, the difference is recognised directly in the income statement.

For the purpose of impairment testing, goodwill acquired in a business combination is allocated to the cash generating unit (CGU) which is expected to benefit from the synergies of the combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored at the operating segment level.

Goodwill impairment reviews are performed annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of the CGU containing the goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs of disposal. Any impairment is recognised immediately as an expense and is not subsequently reversed.

Trademarks and contractual rights

Separately acquired trademarks and contractual rights are recognised at cost. Trademarks and contractual rights acquired in a business combination are recognised at fair value at the acquisition date. Trademarks (the brand name "Europris" and "Lekekassen") are deemed to have an


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indefinite lifetime and are not amortised as a consequence, but tested for impairment annually. Contractual rights and licences have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight-line method to allocate the cost of contractual rights over their estimated useful life.

Software

Costs associated with maintaining computer software programmes are recognised as an expense as incurred. Development costs which are directly attributable to the design and testing of identifiable and unique software products controlled by the group are recognised as intangible assets when the following criteria are met:

  • it is technically feasible to complete the software product so that it will be available for use
  • management intends to complete the software product and use or sell it
  • there is an ability to use or sell the software product
  • it can be demonstrated how the software product will generate probable future economic benefits
  • adequate technical, financial and other resources to complete the development and to use or sell the software product are available
  • the expenditure attributable to the software product during its development can be reliably measured.

Computer software development costs recognised as assets are amortised over their estimated useful lives of three years.

1.11 Financial instruments

A financial instrument is any contract which gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.

Financial assets

The group's financial assets are derivatives, trade receivables, other receivables and cash.

The classification of financial assets at initial recognition depends on the financial asset's contractual cash flow characteristics and the group's business model for managing them. With the exception of trade receivables which do not contain a significant financing component, the group initially measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through other comprehensive income, transaction costs.

The group classifies its financial assets in these categories:

  • financial assets at amortised cost
  • derivatives at fair value through profit and loss.

The group does not apply hedge accounting.

Financial assets at amortised cost

The group measures financial assets at amortised cost if both of the following conditions are met:

  • the financial asset is held within a business model with the objective to hold financial assets in order to collect contractual cash flows
  • the contractual terms of the financial asset give rise on specified dates to cash flows which are solely payments of principal and interest on the principal amount outstanding.

Financial assets at amortised cost are subsequently measured using the effective interest (EIR) method and are subject to impairment. Gains and losses are recognised in profit or loss when the asset is derecognised, modified or impaired.

The group's financial assets at amortised cost include trade receivables and other current deposits. Trade receivables which do not contain a significant financing component are measured at the transaction price determined under IFRS 15 Revenue from contracts with customers. Receivables are subsequently measured at amortised cost using the EIR method minus provision for expected credit losses.

Derivatives at fair value through profit and loss

Derivatives at fair value are carried in the statement of financial position at fair value with net changes in fair value in profit or loss. The category includes foreign exchange contracts, interest rate swaps and options.

Derecognition of financial assets

A financial asset (or, where applicable, part of a financial asset or part of a group of similar financial assets) is primarily derecognised (in other words, removed from the group's consolidated statement of financial position) when:

  • the rights to receive cash flows from the asset have expired, or
  • the group has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without material delay to a third party under a "pass-through" arrangement; and either
    a. the group has transferred substantially all the risks and rewards of the asset, or
    b. the group has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

Financial liabilities

Financial liabilities are classified, at initial recognition, as loans and borrowings, payables, or derivatives through profit and loss. Derivatives are recognised initially at fair


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value and, in the case of loans and borrowings and payables, net of directly attributable transaction costs. Derivatives are financial liabilities when the fair value is negative, accounted for in the same way as derivatives as assets.

Loans, borrowings and payables

After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised cost using the EIR method. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.

Amortised cost is calculated by taking into account any discount or premium on acquisition and fees or costs which are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss. Payables are measured at their nominal amount when the effect of discounting is not material.

Borrowings are classified as current unless the group has an unconditional right to delay the payment of the debt for more than 12 months from the reporting date.

Derecognition of financial liabilities

A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement of profit or loss.

1.12 Inventories and cost of goods sold

Inventories are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. Historical cost is calculated using a weighted average historical cost and includes expenditures directly linked to getting the goods to their final location and condition. Foreseeable obsolescence is assessed continuously. The group's inventories consist solely of goods purchased for resale.

Goods for sale are often purchased in currencies other than the local currency, and the purchase price in local currency is locked in through the use of foreign currency derivative contracts. Both unrealised and realised gains or losses on the foreign currency derivatives which are economic hedges for inventory purchases are included as part of cost of goods sold (COGS). Similarly, unrealised foreign currency exchange gains and losses on inventory trade payables and realised foreign currency exchange gains or losses at the time of payment are also included as part of COGS.

1.13 Cash

Cash includes cash in hand and bank deposits. Bank overdrafts are presented in the statement of cash flows less cash.

1.14 Treasury shares

When treasury shares are repurchased, the purchase price including directly attributable costs is recognised in equity. Treasury shares are presented as a reduction in equity. Losses or gains on transactions involving treasury shares are not recognised in the statement of comprehensive income.

1.15 Post-employment benefits

The group has two post-employment schemes: one defined contribution and one contractual retirement scheme. The contractual retirement scheme is effective from 1 January 2011 and is deemed to be a defined benefit multi-employer plan, but recognised as a defined contribution agreement since insufficient reliable information is available to estimate the group's proportionate share of pension expense, liability and funds in the collective scheme.

In a defined contribution arrangement, the group contributes to a public or private insurance plan. The group has no remaining liabilities after the contribution to the insurance plan has been made. The contributions are recognised as a personnel expense when they are incurred.

1.16 Provisions

Provisions for environmental restoration, restructuring costs and legal claims are recognised when the group has an existing legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated.

Provisions are recognised when the group has an existing obligation (legal or constructive) as a result of a past event, it is probable (more likely than not) that an outflow of economic resources will be required from the group, and the amount can be estimated reliably. The timing or amount of the outflow may still be uncertain. Provisions are measured at the estimated expenditure required to settle the existing obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the existing obligation.

A provision for warranties is recognised when the underlying products or services are sold. The provision is based on historical warranty data and an assessment of all possible outcomes and the accompanying probabilities.


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1.17 Written put options over non-controlling interest

The group has written put options over non-controlling interests in Strikemekka Holding AS ("Strikemekka"). The holder of the non-controlling shares is also the CEO of Strikemekka. If the CEO resigns, the group has a right and an obligation to purchase the shares in Strikemekka for a cash consideration. The consideration to be paid is based on a multiple of EBITDA. At initial recognition, a financial liability is recognised for the present value of the redemption amount, with a corresponding charge directly to shareholders' equity. The present value of the redemption amount is estimated to be no less than equal to the amount payable if the put option were exercised at the end of the period. The financial liability is remeasured to reflect changes in the estimated redemption amount, with a corresponding charge to shareholders' equity.

The non-controlling interest continues to be recognised, and is attributed its share of profit and loss and total comprehensive income.

1.18 Contingent liabilities and assets

Contingent liabilities are not recognised in the financial statements. In cases where the possible outflow of economic resources as a result of existing obligations is considered improbable or remote, no liability is recognised.

A contingent asset is not recognised in the financial statements, but disclosed if it is probable that the benefit will flow to the group.

1.19 Implementation of IFRS 18 Presentation and disclosure in financial statements

The group has assessed the expected impact of IFRS 18, effective for annual reporting periods beginning on or after 1 January 2027. Based on the initial assessment, the adoption of IFRS 18 is not expected to have a material impact on the group's primary financial statements. The group will continue its implementation efforts to ensure readiness ahead of first-time application.

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2 Financial risk management

The group's core business is variety retail. This exposes the group to a variety of financial risks: market (including currency, fair value interest-rate and price), credit and liquidity risk. The goal of the group's overall risk management programme is to minimise potential adverse financial performance effects of these risks, which result from unpredictable changes in capital markets. The group uses financial derivatives to hedge against certain risks. Hedge accounting is not applied.

The financial risk management programme for the group is carried out by its central treasury department under policies approved and monitored by the board. The treasury department identifies, evaluates, hedges and reports financial risks in cooperation with the various operating units in the group. The board approves the principles of overall risk management as well as policies covering specific areas, such as currency exchange risk, interest-rate risk, credit risk, the use of financial derivatives and liquidity management.

2.1 Market risk

2.1.a Currency exchange risk

The group is exposed to currency exchange risk arising from the import of goods for sale. These transactions are mainly settled in USD and EUR. The group aims to achieve predictable cash outflows in local currencies by using forward contracts as a hedging strategy for its exposure to USD and EUR. The hedging strategy is based on an assessment of the possibilities and estimated time period required to adjust the business to the changes in foreign exchange rates. In addition, the group faces currency risk from an internal loan settled in SEK. The following table illustrates the sensitivity of the group to potential currency changes.

Figures are stated in NOK 1,000

Foreign currency sensitivity Changes in currency Effect on post-tax profit
2025 2024
USD/NOK +10% -49,099 -52,063
-10% +49,099 +52,063
EUR/NOK +10% -15,135 -22,544
-10% +15,135 +22,544
NOK/SEK +10% -26,387 -
-10% +26,387 -
Foreign currency sensitivity Changes in currency Effect on post-tax profit
2025 2024
USD/SEK +10% -9,312 -9,942
-10% +9,312 +9,942
EUR/SEK +10% -3,293 -4,322
-10% +3,293 +4,322

Hedge accounting is not applied.

2.1.b Interest-rate risk

The group's exposure to interest-rate risk arises from its bank borrowings. The interest-bearing debt has floating rates, which means it is affected by changes in interest-rates. The group's financial policy includes a detailed description of hedging, and 60 per cent of the principal of the group's bank loan of NOK 1 billion is presently hedged. The current interest-rate swaps expire in July 2027 and 2030. Management monitors development in the market, and regularly assesses the exposure to interest-rate risk. The interest-rate risk which arises from loans with a floating interest rate is managed by using interest-rate swaps. The following table illustrates the sensitivity of the group to potential interest-rate changes.

Figures are stated in NOK 1,000

Interest-rate sensitivity Changes in interest rate Effect on post-tax profit
2025 +1% -3,120
-1% +3,120
2024 +1% -3,355
-1% +3,355

Hedge accounting is not applied.

2.1.c Price risk

The group has limited exposure to price risk.

2.2 Credit risk

The group has limited exposure to credit risk, since most of its revenue transactions are settled by cash or debit cards. However, a small share of its revenue comes from franchise agreements, where each franchisee is granted credit. As a franchisor, the group monitors its franchisees closely to mitigate the credit risk. In addition, sales to B2B customers are a very small part of total revenues. Losses on trade receivables have historically been limited.

2.3 Liquidity risk

The treasury department prepares and monitors cash flow forecasts of the groups's liquidity requirements to ensure that the group has sufficient cash to meet operational commitments, and to maintain sufficient flexibility by securing unused credit facilities (see note 22) and monitoring compliance with financial covenants.


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The following table sets out the contractual maturities (representing undiscounted cash flows) of financial liabilities.

Figures are stated in NOK 1,000

At 31.12.2025 Up to 6 months Between 6 and 12 months Between 1 and 2 years Between 2 and 5 years Total
Borrowings 849,281 - - - 849,281
Accounts payable 1,076,922 - - - 1,076,922
Other current liabilities 665,727 - - - 665,727
Borrowings including interest 17,679 17,679 35,358 1,106,074 1,176,790
Put option liability 27,802 - - - 27,802
Derivatives 22,479 - - - 22,479
Total 2,659,890 17,679 35,358 1,106,074 3,819,001
At 31.12.2024 Up to 6 months Between 6 and 12 months Between 1 and 2 years Between 2 and 5 years Total
--- --- --- --- --- ---
Borrowings 304,480 - - - 304,480
Accounts payable 1,255,066 - - - 1,255,066
Other current liabilities 629,841 - - - 629,841
Borrowings including interest 21,656 21,656 43,063 1,126,913 1,213,288
Put option liability 30,390 - - - 30,390
Derivatives 14,952 - - - 14,952
Total 2,256,385 21,656 43,063 1,126,913 3,448,016

2.4 Capital management risk

The group's objectives when managing capital are to ensure the ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to reduce the cost of capital, including compliance with covenants in the loan agreements (see note 22 for further details). The long-term financial ambition is a dividend policy of paying out 50-60 per cent of net profit while maintaining an efficient balance sheet.

At 31 December 2025, the group's equity totalled NOK 4,357 million, which corresponded to an equity ratio of 35.6 per cent. The board considers Europris' capital structure to be adequate in relation to the group's objectives, strategy and risk profile.

2.5 Climate risk

At 31 December 2025, no material climate risks have been identified that will have an impact on the consolidated financial statements of the group.

3. Critical accounting estimates and judgements

Estimates and judgements are continuously evaluated and are based on historical experience and other factors, including expectations of future events which are believed to be reasonable.

3.1 Critical accounting estimates and assumptions

The group prepares estimates and assumptions regarding future expectations. The resulting accounting estimates will by definition seldom equal the related actual results. Estimates and assumptions which represent a significant risk of causing material adjustments to the book value of assets and liabilities within the next financial year are discussed below.

3.1.a Provision for obsolescence

The group makes provision for obsolescence. These provisions are based on a detailed assessment of the age distribution of inventory items and whether the goods are part of an active or expired product range. The assessment is made on each individual inventory item and the obsolescence provision increases the longer the item remains in stock. Goods older than three years have the highest write-down rate. Write-down for obsolescence is made when the cost of the goods is higher than the expected net sales value. These provisions are estimate-based and require in-depth knowledge about goods and market.

3.1.b IFRS 16 Leases

In determining the lease term for each contract, the group must continuously assess whether there are extension options and termination rights which should be taken into account when determining the rental period. The group has


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established guidelines for these assessments. Typically, lease contracts are renegotiated at the end of the non-cancellable period, and a new contract is entered into on better terms in the form of both shorter duration and lower rent. This means that extension options in the lease contracts are not normally included in the IFRS 16 calculation.

Determination of the discount rate as a basis for calculating the present value of future lease liabilities also involves the use of discretion. A fixed methodology has been established for this process. The approach is based on interval division of the leases according to the remaining term of the contracts. The basis for the discount rate calculation is a risk free interest rate plus a margin reflecting the maturity of the contracts.

3.1.c Written put options over non-controlling interest

The group has a written put option over the non-controlling interests in Strikemekka Holding AS ("Strikemekka"). The holder of the non-controlling shares is also the CEO of Strikemekka. If the CEO resigns, the group has a right and an obligation to purchase the shares in Strikemekka for a cash consideration. The consideration to be paid is based on a multiple of EBITDA. According to IAS 32 Financial Instruments: Presentation, a financial liability should initially be recognised at the present value of the redemption amount with a corresponding charge to equity. The IFRS does not provide guidance on which component of equity should be charged, and on whether the non-controlling interest should continue to be recognised. The group has thus exercised judgement in developing its accounting policy.

The group has considered that the present ownership interest of the non-controlling shares remains with the non-controlling shareholders. The group has thus considered it appropriate to continue to recognise the non-controlling interest in the statement of financial position, and to attribute its share of profit and loss and other comprehensive income to the non-controlling interests. The financial liabilities for the put option over the non-controlling interests are therefore recognised with a corresponding charge to shareholders' equity.

IAS 32 provides limited guidance on how the financial liability for the written put option over the non-controlling interest should be measured when the purchase date and/or the redemption amount are/is not known, but subject to a formula. When developing an accounting principle, the group has considered guidance in other IFRS standards, more specifically the guidance in IFRS 13 Fair Value Measurement, which states that the fair value of a financial liability with a demand feature is no less than the amount payable on demand, discounted from the first date that the amount could be required to be paid. The group has established an accounting principle where the financial liability is estimated to be no less than equal to the amount payable if the put option were exercised at the end of the period.

The financial liability for the put option over the non-controlling interests is remeasured to reflect changes in the estimated redemption amount.

3.1.d Business combinations

We refer to note 15 related to the acquisition of ÖoB in 2024. The group estimates the fair value of the consideration and fair values of identified assets and liabilities when allocating the consideration. Fair values are based on estimates depending on certain key factors, such as expected future cash flows and margins.

3.1.e Impairment

The group tests annually whether trademark and goodwill has suffered any impairment in accordance with IAS 36. The recoverable amounts of the defined cash-generating units, Norway and Sweden, have been determined based on value-in-use calculations. These calculations require use of estimates, and includes considerations especially from budgets/plans, expected long-term inflation rates and rate of return. The impairment test are especially sensitive for sales and margin development in Sweden. The forecast assumptions are also critical in the assessment of the recoverability of tax asset in Sweden.

3.2. Judgements in applying the group's accounting principles

IFRS 10 (Consolidated financial statements) requires entities to consolidate entities they control. The standard provides extended guidance to determine whether control is present. Franchising is explicitly mentioned in the standard. The franchises are not included in the consolidated financial statements of Europris ASA. This is based on a judgement of the criteria in IFRS 10 of whether Europris controls the franchises. Through the franchise agreements, Europris essentially has control and rights related to protection of the brand name and the concept. Such rights are not sufficient to gain control under the provisions of IFRS 10. The decision-making rights which affect variable returns are primarily held by the franchisee and the financial risk of the business lies with the franchisee. Based on an assessment of these criteria in IFRS 10, Europris does not control the franchisees, and they are thus not consolidated.

The group confirms that there have not been any other judgements which are deemed to have a significant impact on the consolidated financial statements.


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4 Segment information

The group management is the group's chief operating decision-maker. The segments are reported in accordance with how the chief operating decision-maker evaluates profitability and achievements. The Norway segment relates to Europris and the Sweden segment relates to ÖoB. The pure play companies Lekekassen and Strikkemekka, are both individually below the threshold for being reportable and are integrated into the Norway segment.

2025

Figures are stated in NOK million Norway Sweden Total
Total operating income 10,590 4,289 14,878
Cost of goods sold 5,856 2,943 8,799
Gross profit 4,734 1,346 6,079
Opex 2,548 1,153 3,700
EBITDA 2,186 193 2,379
EBIT (Operating profit) 1,475 (157) 1,319
Gross margin (%) 44.7% 31.4% 40.9%
Opex-to-sales ratio (%) 24.1% 26.9% 24.9%
EBITDA margin (%) 20.6% 4.5% 16.0%
EBIT margin (%) (Operating profit margin) 13.9% (3.7%) 8.9%
Inventory 2,584 997 3,581
Total assets 9,694 2,538 12,231

5 Total operating income

The group operates chains of stores in the variety retail sector, both in Norway and in Sweden, and online stores which sells consumer goods, including sales to franchise stores. The split between revenues in Norway and Sweden is specified in note 4 Segment information.

Figures are stated in NOK 1,000 2025 2024
Revenue from stores 14,097,212 12,001,605
Revenue from wholesale 642,817 630,368
Revenue 14,739,873 12,631,972
Income from franchise fees 68,915 68,905
Other income 69,602 49,382
Total other income 138,517 118,287
Total operating income 14,878,389 12,750,259

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6 Employee benefit expense and remuneration to auditor

Figures are stated in NOK 1,000 2025 2024
Pay expenses 1,785,355 1,502,052
Social security costs 333,823 267,959
Pension expenses 81,697 59,255
Other benefits 37,330 35,769
Total 2,238,204 1,865,036
Full-time employees 3,202 3,071

The group is required by Norwegian law to have a mandatory occupational pension plan. The group has a pension plan which fulfils the legal requirements, which covers all employees and is a defined contribution plan.

Figures are stated in NOK 1,000 2025 2024
Auditor fees
Audit services 3,155 4,584
Other assurance services 2,314 1,182
Total 5,469 5,766

Other assurance services include sustainability reporting certification cost of NOK 2,256,000. Auditor fees are presented exclusive of VAT. No auditor fees have been recorded in equity in connection with equity transactions.

7 Management remuneration

Figures are stated in NOK 1,000 Title Salary Bonus Pension Other Total
Espen Eldal CEO 4,580 2,761 173 42 7,556
Stina Charlene Byre CFO 2,681 766 173 168 3,787
Total 7,261 3,526 345 211 11,343

More details on salary for senior executives are provided in the remuneration report for 2025. The remuneration report is included as an attachment to the notice of the annual general meeting.

Remuneration statement

The board provided a statement on salary and other remuneration for senior executives to the annual general meeting on 24 April 2025.

Remuneration guidelines

The board has established guidelines for the remuneration of the members of the executive management. The company's policy is to offer the executive management competitive remuneration based on current market standards as well as on group and individual performance. The remuneration consists of a basic salary element combined with a performance-based bonus programme as set out below. The executive management participates in the company's insurance policies and can be entitled to certain

fringe benefits. The remuneration committee is a subcommittee of the board which acts as a preparatory and advisory body in relation to the group's remuneration of the executive management and ensures thorough and independent preparation of matters relating to the compensation of executive personnel.

Bonus programme

Europris has established a bonus scheme for the executive management, which is based on financial and operational performance. The maximum bonus grant for a financial year under this scheme is 13.5 months of gross base salary for the CEO and up to nine months of gross base salary for other senior executives. Maximum bonus payment during any


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single financial year is 12 months gross pay, measured as base salary at 31.12 in the respective financial year.

Restricted share programme

In accordance with the remuneration guidelines senior executives may participate in a restricted share programme for an investment amount limited to NOK 500,000. This programme is subject to annual approval by the board. Shares acquired through this programme are subject to a three-year lock-in period. Each restricted share will be issued at a purchase price corresponding to the volume-weighted average price of the company's shares on the Oslo Stock Exchange during the 10 trading days before the award, adjusted for the reduction in value from the three-year transfer restriction. Costs for share purchases are borne by the participants, and the company does not provide credit or financing. No such share programme has been carried out in 2025.

No loans or issued guarantees have been provided to the executive management group, the directors or other related parties.

8 Pension liabilities

Figures are stated in NOK 1,000

The group has a contractual retirement pension scheme (AFP). This is a multi-employer plan, and accounted for as a defined contribution plan. The annual premium is expensed. The entity pays a premium currently set at an average of 2.5 per cent of total employee salary. Pension cost (premium) in 2025 was NOK 11,334 (2024: NOK 10,234).

In addition, the group has a pension agreement with DNB Forsikring which fulfills the legal requirement under Norwegian law and covers all employees. The scheme is a defined contribution plan. Pension costs in 2025 were NOK 70,363 (2024: NOK 49,021). This scheme had 4,902 members in 2025 (2024: 4,695).

9 Other operating expenses

Figures are stated in NOK 1,000 2025 2024
Leasing and other cost of premises 209,751 164,740
Transport/distribution 363,188 322,037
Marketing and other expenses 889,135 801,285
Total 1,462,074 1,288,062

Leasing and other cost of premises relates to variable lease payments, in addition to payments for short-term leases and low-value assets.


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10 Financial income and expenses

Figures are stated in NOK 1,000 2025 2024
Financial income
Other interest income 162 479
Other financial income 7,259 9,328
Gain in fair value of financial instruments
– Unrealised interest-rate swap income - 1,802
Total 7,421 11,609
Financial expenses
Interest to financial institutions 71,562 64,487
Leasing interest cost 134,451 116,575
Other interest expense 356 1,400
Amortised interest on bank loan (1,294) 694
Other financial expenses 40,349 30,157
Loss in fair value of financial instruments
– Unrealised interest-rate swap loss 17,683 -
– Unrealised currency swap loss 9,347 -
Total 272,455 213,313
Net financial income (expense) (265,034) (201,704)

11 Income tax expense

Figures are stated in NOK 1,000 2025 2024
Tax payable
Current tax on profit for the year 297,045 247,097
Tax from partly owned subsidiaries 1,382 1,096
Total tax payable in the balance sheet 298,427 248,193
Deferred tax
Change in temporary differences (53,194) (44,360)
Change in temporary differences related to mergers and acquisitions - 27,107
Total deferred tax (53,194) (17,253)
Total income tax expense 245,233 230,940

Tax on the group's pre-tax profit differs from the theoretical amount which would arise from using the weighted average tax rate applicable to the profits of the consolidated entities as follows:

Figures are stated in NOK 1,000 2025 2024
Profit before tax 1,053,870 1,068,978
Tax calculated at domestic tax rates applicable to profits 235,172 237,041
Tax effects from:
- Non-taxable income (11,726) (26,692)
- Non-deductible expenses 30,229 12,301
- Other directly recognised differences (8,442) 8,290
Tax expense recognised in the income statement 245,233 230,940
Effective tax rate 23.3% 21.6%

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The analysis of deferred tax assets and deferred tax liabilities is as follows:

2025 2024
Deferred tax assets
- Deferred tax assets to be recovered later than 12 months (13,196) (11,623)
- Deferred tax assets to be recovered within 12 months (94,320) (90,488)
Deferred tax assets (107,516) (102,111)
Deferred tax liabilities
- Deferred tax liabilities to be recovered later than 12 months 121,306 124,591
- Deferred tax liabilities to be recovered within 12 months - -
Deferred tax liabilities 121,306 124,591
Loss carried forward (113,446) (66,910)
Deferred tax related to directly recognised differences 8,639 17,083
Deferred tax liabilities (net) (91,018) (27,347)
Deferred tax asset/liability rates 20.0% 18.2%
Change in deferred tax liabilities recognised in the balance sheet
Balance at 01.01. (27,347) 46,301
Change during the year recognised in the income statement (63,670) (73,649)
Balance at 31.12. (net) (91,018) (27,347)
Deferred tax asset not offset due to different taxation (130,852) (83,407)
Deferred tax not offset due to different taxation 39,834 56,060

The group presents deferred tax assets and deferred tax liabilities on a net basis for its Norwegian entities, as the tax positions are expected to be utilised through group contributions.

Specification of change in deferred tax liabilities/tax assets

Figures are stated in NOK 1,000 Tangible fixed assets Non-current debt Total
Deferred tax liabilities
Balance at 01.01.2024 127,155 534 127,689
Recognised deferred tax in profit for the period (2,945) (153) (3,098)
Balance at 31.12.2024 124,210 381 124,591
Balance at 01.01.2025 124,210 381 124,591
Recognised deferred tax in profit for the period (3,570) 285 (3,285)
Balance at 31.12.2025 120,640 666 121,306
Figures are stated in NOK 1,000 Inventories Receivables Provision for other liabilities Loss carried forward
--- --- --- --- ---
Deferred tax assets
Balance at 01.01.2024 (82,462) (133) (7,690) (12)
Recognised deferred tax in profit for the period (7,881) (12) (3,933) (66,898)
Balance at 31.12.2024 (90,343) (145) (11,623) (66,910)
Balance at 01.01.2025 (90,343) (145) (11,623) (66,910)
Recognised deferred tax in profit for the period (3,865) 33 (1,573) (46,536)
Balance at 31.12.2025 (94,208) (112) (13,196) (113,446)

The group has recognised a deferred tax asset of NOK 113 million related to tax loss carryforwards in Sweden. This asset is expected to be recovered through estimated taxable profits over the next five years. The realisation of these future taxable profits is dependent on the successful execution of the turnaround plan in Sweden and the key assumptions underlying that plan. For further information, refer to notes 3 and 12. In addition, certain tax planning opportunities may affect the timing of the group's ability to utilise the deferred tax asset.

The group has applied the temporary exception, introduced in May 2023, from the accounting requirements for deferred taxes in IAS 12, so that the group neither recognises nor discloses information about deferred tax assets and liabilities related to Pillar Two income taxes. The group is continuing to assess the impact of the Pillar Two income taxes legislation on its future financial performance.

12 Intangible assets

Figures are stated in NOK 1,000 Software Trademarks Contractual rights Goodwill Total
Financial year 2024
Carrying amount at 01.01.2024 78,394 591,267 - 2,191,378 2,861,038
Additions through the acquisition of subsidiaries 21,832 223 - 277,766 299,821
Exchange differences 521 4 - 6,617 7,142
Additions 8,295 - - - 8,295
Amortisation (34,512) (107) - - (34,619)
Carrying amount at 31.12.2024 74,529 591,387 - 2,475,761 3,141,677
At 31.12.2024
Acquisition cost 348,225 622,368 250,700 2,475,761 3,697,053
Exchange differences (45) (1) - - (46)
Accumulated amortisation (273,650) (30,980) (172,356) - (476,986)
Accumulated impairment - - (78,344) - (78,344)
Net carrying amount 31.12.2024 74,529 591,387 - 2,475,761 3,141,677
Financial year 2025
Carrying amount at 01.01.2025 74,529 591,387 - 2,475,761 3,141,677
Exchange differences 1,106 5 - 17,947 19,058
Additions 1,647 - - 15,278 16,925
Sales/disposals (1,000) - - (13,446) (14,446)
Amortisation (29,945) (92) - - (30,037)
Carrying amount at 31.12.2025 46,337 591,300 - 2,495,540 3,133,177
At 31.12.2025
Acquisition cost 350,126 622,376 250,700 2,495,540 3,718,741
Exchange differences (151) (3) - - (154)
Accumulated amortisation (303,638) (31,073) (172,356) - (507,067)
Accumulated impairment - - (78,344) - (78,344)
Net carrying amount 31.12.2025 46,337 591,300 - 2,495,540 3,133,177

The group's trademarks are linked to the brand names "Europris" and "Lekekassen". The "Europris" name has existed for a long time and has shown a healthy development since its origination. The "Lekekassen" name is a strong brand which is linked to the online store Lekekassen - Norway's largest online toy store. There are clear intentions to retain and further develop both brand names for the foreseeable future. As a consequence, the brand names are not depreciated, but tested for impairment annually.

The contractual rights are related to franchise agreements.

Goodwill comprises a number of elements, mainly related to the Europris concept. Most significant is the well positioned business and the established reputation in the market. The skilled workforce, as well as supplier and customer relations (non-contractual), are also important elements.


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Impairment testing of goodwill and trademarks

Goodwill and the trademarks are annually tested for impairment by comparing their carrying amount and recoverable amount (greater of fair value less costs to sell and value in use). Goodwill is allocated to the groups of cash-generating units which are expected to benefit from the synergies of the combination. The group has two operating segments (Norway and Sweden) and goodwill will be tested for impairment at these levels, which represent the lowest level in the entity at which goodwill is monitored for internal management purposes.

Goodwill and trademarks (Norway)

The recoverable amount of a cash-generating unit is calculated on the basis of the value which the asset will provide to the business (value in use). In this calculation, the forecasts of future cash flows are based on budgets and long-term plans approved by the management covering a five-year period (2026-2030). The gross margin is stable in the period, and in range with the historical performance. EBITDA percentages of sales are also stable in the 2026-2030 period. Cash flows beyond the five-year period are calculated using the expected inflation rate as a long-term growth rate. A market-based rate of return of 10.0 per cent before tax (8.9 per cent in 2024) is derived using the weighted average cost of capital (WACC) model. The recoverable amount exceeds the carrying amount of the group's goodwill and trademarks. The group has also done sensitivity tests. No reasonable changes in key assumptions would lead to impairment.

Goodwill (Sweden)

Runsvengruppen AB (ÖoB) was acquired with 20 per cent in 2018 and the remaining 80 per cent in May 2024. ÖoB is undergoing a structured turnaround programme following a period of weak performance and declining profitability since 2018. The goodwill of NOK 302 million related to segment Sweden is tested for impairment as of 31 December 2025. The recoverable amount of a cash-generating unit is calculated on the basis of the value which the asset will provide to the business (value in use). In this calculation, the forecasts of future cash flows are based on budgets and long-term plans approved by the management covering the period from 2026 to 2032. Cash flows are projected for a period longer than five years, due to the estimated time line required to complete the turnaround process and to reach a stable, mature state of operations in Sweden.

The group targets an increase in ÖoB's revenue of SEK 1 billion and an EBIT margin of 5 percent by the end of 2028. The most critical assumptions for the estimated cash flows are sales growth and improved margin development. The turnaround is built on three core initiatives: (i) category harmonisation and joint sourcing, (ii) strengthened execution across the value chain, and (iii) improve customer experience. The turnaround is supported by an investment plan, covering a substantial upgrade of the stores. The four pilot stores which were remodelled in 2025 showed promising results and have outperformed the chain average on key performance indicators, including basket size, customer footfall and sales in non-food categories with higher margins.

Cash flows beyond 2032 are calculated using an expected inflation rate of 2 per cent as a long-term growth rate. A market-based rate of return of 14.6 per cent before tax is derived using the weighted average cost of capital (WACC) model.

The recoverable amount exceeds the carrying amount of the goodwill related to segment Sweden. The annual impairment test indicates limited headroom in the sensitivity analysis. Given that the company is in the early phase of a multi-year turnaround programme, management considers the carrying amounts to remain supportable based on the restructuring plan that has been approved. However, the limited headroom means that reasonably possible adverse changes in key assumptions could result in an impairment.

Trademark Lekekassen

Lekekassen was acquired in 2021 (67 percent) and the rest of the shares were acquired in 2023. Lekekassen is defined as a separate cash-generating unit and the brand name Lekekassen is tested for impairment at this level. The recoverable amount of a cash-generating unit is calculated on the basis of the value which the asset will provide to the business (value in use). In this calculation, the forecasts of future cash flows are based on budgets and long-term plans approved by the management covering a five-year period (2026-2030). The gross margin is stable in the period, and in range with the historical performance. EBITDA percentages of sales are also stable in the 2026-2030 period. Cash flows beyond the five-year period are calculated using the expected inflation rate as a long-term growth rate. A market-based rate of return of 16.2 per cent before tax (16.0 per cent in 2024) is derived using the weighted average cost of capital (WACC) model.

The recoverable amount exceeds the carrying amount of the Lekekassen trademark. The group has also done sensitivity tests. No reasonable changes in key assumptions would lead to impairment.


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13 Property, plant and equipment

Figures are stated in NOK 1,000 Land Buildings Fixtures and fittings Total
Financial year 2024
Carrying amount at 01.01.2024 21,225 107,730 380,532 509,487
Additions through the acquisition of subsidiaries - 12,984 68,319 81,303
Exchange differences - 338 1,453 1,791
Additions - (2,174) 132,535 130,362
Depreciation charge for the year - (2,792) (108,162) (110,954)
Carrying amount at 31.12.2024 21,225 116,087 474,677 611,988
At 31.12.2024
Accumulated cost 21,225 133,110 1,157,902 1,312,236
Exchange differences - 338 1,453 1,791
Accumulated depreciation - (17,362) (684,678) (702,039)
Net carrying amount 31.12.2024 21,225 116,087 474,677 611,988
Financial year 2025
Carrying amount at 01.01.2025 21,225 116,087 474,677 611,988
Additions through the acquisition of subsidiaries - - 78 78
Exchange differences - 706 3,242 3,947
Additions - 715 129,965 130,680
Disposals - - (173) (173)
Depreciation charge for the year - (8,395) (116,444) (124,839)
Carrying amount at 31.12.2025 21,225 109,112 491,344 621,681
At 31.12.2025
Accumulated cost 21,225 134,163 1,289,398 1,444,786
Disposals at cost - - (173) (173)
Exchange differences - 706 3,132 3,837
Accumulated depreciation - (25,757) (801,012) (826,769)
Net carrying amount 31.12.2025 21,225 109,112 491,344 621,681

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14 Leases

Figures are stated in NOK 1,000 Buildings Vehicles Fixtures and fittings Total
Right-of-use assets
Carrying amount at 01.01.2025 3,164,996 24,776 104,961 3,294,733
Additions and adjustments 726,486 41,539 (21,721) 746,305
Exchange differences 41,657 1,309 - 42,965
Adjustments (CPI) 73,031 - - 73,031
Depreciation (868,745) (21,414) (15,214) (905,373)
Terminations (4,506) - - (4,506)
Net carrying amount 31.12.2025 3,132,918 46,210 68,026 3,247,154
Lease liabilities 2025 2024
Carrying amount at 01.01. 3,460,881 2,668,623
Additions and adjustments 748,813 686,270
Additions through the acquisition of subsidiaries - 791,391
Exchange differences 42,965 12,566
Adjustments (CPI) 73,031 62,690
Interest expense 134,451 116,575
Lease payments (1,025,784) (877,235)
Net carrying amount 31.12. 3,434,358 3,460,881
Undiscounted lease liabilities and maturity of cash outflows
Less than one year 931,422 904,858
One-five years 2,187,679 2,071,861
More than five years 623,974 768,853
Total undiscounted lease liabilities at 31.12. 3,743,075 3,745,572
Current lease liabilities 913,410 894,019
Non-current lease liabilities 2,520,948 2,566,863
Total lease liabilities at 31.12. 3,434,358 3,460,882
Lease expenses recognised in consolidated income statement
Interest expense on lease liabilities 134,451 116,575
Variable lease payments 5,217 1,122
Operating expenses related to short-term leases 26,155 17,582
Operating expenses related to low-value assets 1,076 895
Payments in lease agreements 1,101,168 903,368

Practical expedients applied

The group also leases smaller machinery and equipment with contract terms of 1 to 3 years. The group has elected to apply the practical expedient of low value assets for some of these leases and does not recognise lease liabilities or right-of-use assets. The leases are instead expensed when they incur. The group has also applied the practical expedient to not recognise lease liabilities and right-of-use assets for short-term leases, presented in the table above.

Variable lease payments

In addition to the lease liabilities above, the group is committed to pay variable lease payments for some of their leases. The variable lease payments are expensed as incurred.


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Extension options

The lease term represents the non-cancellable period of the lease together with periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option.

Generally it is not considered reasonable certain that extension options will be exercised. Typically, lease contracts are renegotiated at the end of the non-cancellable period, and a new contract is entered into on better terms, in the form of both shorter duration and lower rent. This means that extension options in the lease contracts are not normally included in the IFRS 16 calculation.

There are no indications of a need for impairment of right-of-use assets in 2025.

The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below.

Figures in NOK million
Total fixed assets 873
Inventories 763
Receivables 151
Cash 32
Total assets 1,819
Non-current liabilities 619
Current liabilities 1,092
Net assets 108
Goodwill 291
Net assets acquired 399

Consideration

Cash 13
Strike option (value of shares 2 May 2024) 172
Fair value of option to acquire 80 per cent 134
Fair value of initial 20 per cent share 80
Total consideration 399

According to IFRS 3 Business combinations, a step acquisition shall be remeasured to fair value at the acquisition date. 2024 figures include a fair value measurement of the option to acquire the remaining shares. In total, a gain of NOK 32 million was recognised in profit and loss as a result of the fair value assessment of the option. The remeasurement of the initial 20 per cent stake resulted in a gain amounting to NOK 17 million. In addition, the group recorded an estimated loss of NOK 16 million on its 20 per cent stake up until the point of control.

The lease is a result of the non-cancellable period of the lease together with periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option.

Generally it is not considered reasonable certain that extension options will be exercised. Typically, lease contracts are renegotiated at the end of the non-cancellable period, and a new contract is entered into on better terms, in the form of both shorter duration and lower rent. This means that extension options in the lease contracts are not normally included in the IFRS 16 calculation.

There are no indications of a need for impairment of right-of-use assets in 2025.

The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below.

Figures in NOK million
Total fixed assets 873
Inventories 763
Receivables 151
Cash 32
Total assets 1,819
Non-current liabilities 619
Current liabilities 1,092
Net assets 108
Goodwill 291
Net assets acquired 399

160

16 Non-controlling interests

Figures are stated in NOK 1,000 2025 2024
Changes in non-controlling interests
Non-controlling interests 01.01 51,299 50,575
Increase/(decrease) due to acquisitions in companies with non-controlling interests (5,548) -
Non-controlling interests' share of profit/loss 1,538 802
Dividend to non-controlling interests (298) (78)
Non-controlling interests 31.12 46,991 51,299
Breakdown of non-controlling interests' share of profit/loss
Lunehjem.no AS - (434)
Strikemekka Holding AS 1,538 1,236
Total non-controlling interests' share of profit/loss 1,538 802
Breakdown of non-controlling interests
Lunehjem.no AS - 5,549
Strikemekka Holding AS 46,991 45,750
Total non-controlling interests 46,991 51,299

17 Earnings per share

Earnings per share are calculated by dividing profit attributable to ordinary shareholders by a weighted average of ordinary shares outstanding during the period. The average number of shares outstanding was adjusted to take account of the holding of treasury shares.

Figures are stated in NOK 1,000, except per share amounts 2025 2024
Profit for the period 808,637 838,038
Profit available to holders of ordinary shares 807,098 837,236
Number of ordinary shares 166,969 166,969
Weighted average of ordinary shares outstanding 163,649 162,673
Earnings per ordinary share (basic) 4.93 5.15
Earnings per ordinary share (diluted) 4.93 5.15

161

18 Trade receivables and other receivables

Figures are stated in NOK 1,000 2025 2024
Trade receivables
Trade receivables 219,265 227,801
Provision for impairment (750) (880)
Net trade receivables 218,515 226,921
Other receivables
Allocated market support 69,790 42,110
Other receivables 181,605 156,316
Other receivables 251,395 198,426
Total 469,910 425,347
Non-current receivables
Deposits and loans to franchisees 1,411 1,794
Other receivables 1,411 1,794
Total current and non-current receivables 471,321 427,142

The carrying amount of trade receivables and other receivables is assessed as not differing materially from fair value.

Figures are stated in NOK 1,000 2025 2024
Provision for impairment of trade receivables
At 01.01 880 850
Change in provision (130) 30
At 31.12 750 880
Ageing of trade receivables
Not due 204,575 219,328
Due 13,940 7,594
Total 218,515 226,921

Accounts receivable older than 90 days constituted an insignificant portion of overdue items at 31.12. This applies to both years.


162

19 Inventories and cost of goods sold

Figures are stated in NOK 1,000 2025 2024
Inventories 3,655,346 3,378,914
- Provision for obsolescence (74,487) (86,625)
Booked value 3,580,859 3,292,289
Provision for obsolescence
At 01.01 (86,625) (26,644)
Change in accruals 12,138 (59,981)
Provision for impairment at 31.12 (74,487) (86,625)
Carrying amount of inventory which has been impaired 757,056 627,400

The group makes provisions for impairment of inventory. These provisions are estimated and require in-depth knowledge of the goods and market conditions. See more details in note 3.1.a.

Figures are stated in NOK 1,000 2025 2024
Cost of goods sold 8,777,335 7,450,553
Foreign exchange currency effects 21,622 (13,099)
Net cost of goods sold 8,798,957 7,437,455

Unrealised gains and losses are classified as part of the cost of goods sold (COGS) in the profit or loss statement. Similarly, unrealised foreign currency exchange gains and losses on inventory trade payables are also included as part of COGS. All gains and losses, both realised and unrealised, related to the purchase of inventory are included as part of COGS.

20 Cash

Figures are stated in NOK 1,000 2025 2024
Cash 988,122 603,362
Total 988,122 603,362

Net cash in the consolidated statement of cash flows includes the following:

Figures are stated in NOK 1,000 2025 2024
Cash 984,652 599,884
Bank deposits restricted for employee tax withholdings 3,469 3,478
Net cash 988,122 603,362

The group has established a guarantee for employee tax withholdings of a total of NOK 65 million.

The group has overdraft facilities of NOK 1,973 million. See note 22 for further information.


163

21 Share capital and shareholder information

The share capital of Europris is NOK 166,968,888, consisting of 166,968,888 shares with a par value of NOK 1. The company's share capital consists of one class of shares, where all shares have the same voting rights.

Major shareholders at 31 December 2025 Number of shares Share of capital
Folketrygdfondet 24,361,539 14.6%
Fidelity Investments (FMR) 13,655,238 8.2%
Alfred Berg Kapitalforvaltning 12,430,875 7.4%
DNB Asset Management AS 10,404,464 6.2%
Storebrand Asset Management 7,235,496 4.3%
Vanguard 6,805,995 4.1%
SR-Forvaltning AS 5,320,000 3.2%
KLP Kapitalforvaltning AS 5,219,790 3.1%
Holberg Fonder 4,604,771 2.8%
Arctic Fund Management 3,455,089 2.1%
Europris ASA 3,319,636 2.0%
Handelsbanken Fonder 3,280,722 2.0%
BlackRock 2,806,222 1.7%
Dimensional Fund Advisors 2,719,902 1.6%
Degroof Petercam Asset Management SA 2,616,000 1.6%
Swedbank Robur Fonder 2,100,000 1.3%
Egil Dahl 1,852,164 1.1%
Nordea Funds 1,666,715 1.0%
Sissener AS 1,600,000 1.0%
Avanza Bank AB 1,419,974 0.9%
Others 50,094,296 30.0%
Total shares 166,968,888 100.0%
Shares held by directors, CEO and CFO Title Number of shares
--- --- ---
Tom Vidar Rygh (directly and indirectly through Retiro AS) Chair 620,227
Pål Wibe (Nordkronen II AS) Director 143,572
Jon Martin Klafsstad (AS Master Trading) Director 17,987
Hege Bømark Director 8,129
Bente Sollid (Digital Hverdag AS) Director 2,038
Ros-Marie Grusén Director 1,500
Espen Eldal (directly and indirectly through Knipen AS) CEO 629,098
Stina C Byre CFO 28,271

164

Treasury shares at 31 December 2025 Nominal value Number of shares Fair value (NOK)
Shares owned by Europris ASA 3,319,636 3,319,636 318,021,129

Treasury shares have been deducted from equity at cost. The nominal value of the shares has been deducted from paid-in capital.

Change in number of treasury shares

Treasury shares 01.01.2025 3,319,636
Treasury shares 31.12.2025 3,319,636

Average cost price for treasury shares is NOK 48.86.

22 Bank borrowings

On 30 June 2023, the group entered into a financing agreement with DNB, Nordea and Danske Bank. The agreement has a 3+1+1-year structure. Both 1-year options have been exercised.

Figures are stated in NOK 1,000 2025 2024
Amortised cost Nominal value Amortised cost Nominal value
Non-current liabilities
Debt to financial institutions 996,972 1,000,000 1,018,516 1,020,250
Sub-total 996,972 1,000,000 1,018,516 1,020,250

The amortised cost of the bank debt is assessed as not differing materially from fair value. The group's business risk and credit risk have not changed significantly in the period.

2025 2024
Current liabilities
First-year instalment non-current debt - 5,000
Overdraft facilities – off-balance sheet
The loan facility includes an overdraft facility, which consists of
Overdraft and multi-currency group account 763,300 737,200
Revolving facility loan 1,200,000 1,200,000
Guarantees 10,000 10,000
Total 1,973,300 1,947,200
Drawn guarantees 853,617 306,232
Undrawn overdraft facilities 1,119,683 1,640,968

The group operates a multi-currency cash pool arrangement. Each currency has an ultimate group account representing the net position in that currency. Each currency-specific group account is considered a separate financial instrument and IAS 32 does not permit net presentation across the various group accounts. Consequently, the various group accounts (total net per currency) are presented on a gross basis in the consolidated statement of financial position.

As of 31 December 2025, the SEK group account had a negative balance. This overdraft is classified as short-term borrowing in the consolidated statement of financial position. Furthermore, the overdraft is excluded from cash and cash equivalents in the consolidated statement of cash flows, as it does not meet the criteria set out in IAS 7 of cash and cash equivalents.


165

Convenants related to bank agreement At 31.12.2025

Leverage ratio – net debt/adjusted EBITDA (excl IFRS 16 according to the bank agreement) 3.50

Europris leverage ratio – net debt/adjusted EBITDA (excl IFRS 16 according to the bank agreement) 0.64

Covenants are measured and reported quarterly. In the bank agreement, the covenant (leverage ratio - net debt/adjusted EBITDA) will be at 3.5 for any test date in the remainder of the agreement period. The group was in compliance with financial covenants in 2025.

Maturity structure including interest 2025 2024
Within one year 35,358 43,313
One to two years 35,358 43,063
Two to five years 1,106,074 1,126,913
After five years - -

See note 2.3 for the maturity structure of all financial liabilities.

Effective interest rate at 31.12 2025 2024
Term loan 3.84% 3.92%

No assets are currently pledged under the loan agreement.

23 Derivatives

Figures are stated in NOK 1,000 2025 2024
Forward exchange contracts – expiring within one year 1,773 16,516
Interest-rate swaps – expiring after one year 55,441 73,124
Total derivatives – asset 57,213 89,640
Forward exchange contracts – expiring within one year 22,479 14,952
Total derivatives – liability 22,479 14,952
Net derivative asset (liability) 34,734 74,688

166

Forward exchange contracts

The group is exposed to currency exchange risk arising from the import of goods for sale. These transactions are mainly settled in USD and EUR. The group aims to achieve predictable cash outflows in local currencies by using forward contracts as a hedging strategy for its exposure to USD and EUR. The group does not use hedge accounting. Forward exchange contracts are measured at fair value through profit and loss.

Amount in NOK 1,000 Average exchange rate Termination
Nominal principal forward contracts to purchase (USD) 313,890 10.06 Jan-Apr 2026
Nominal principal forward contracts to purchase (EUR) 121,126 11.76 Jan-Apr 2026
Amount in SEK 1,000 Average exchange rate Termination
Nominal principal forward contracts to purchase (USD) 93,150 9.37 Jan-May 2026
Nominal principal forward contracts to purchase (EUR) 35,640 11.01 Jan-May 2026

Interest rate swaps

The group has entered into interest-rate swap agreements of a total of NOK 600 million to hedge part of its interest-rate risk fluctuations. Of these contracts, NOK 300 million expires in July 2027 and NOK 300 million in July 2030. With these contracts 60 per cent of the principal of the group's bank loan of NOK 1 billion is presently hedged. The group does not use hedge accounting. The interest-rate swaps are measured at fair value through profit and loss.

2025 2024
Lowest fixed interest rate in interest-rate swap agreements 0.780% 0.780%
Highest fixed interest rate in interest-rate swap agreements 0.917% 0.917%
Nominal principal in interest-rate swaps 600,000 600,000

167

24 Financial instruments by category

Figures are stated in NOK 1,000 2025 2024
Financial assets measured at amortised cost
Non-current receivables 1,411 1,794
Trade receivables 218,515 226,921
Other receivables 251,395 198,426
Cash 988,122 603,362
Financial liabilities measured at amortised cost
Non-current debt (996,972) (1,018,516)
First year instalment non-current debt (849,281) (304,480)
Accounts payable (1,076,922) (1,255,066)
Put option liability (27,802) (30,390)
Other current payables (1,128,034) (1,047,492)
Assets/liabilities measured at fair value through profit and loss
Derivatives - asset 57,213 89,640
Derivatives - liability (22,479) (14,952)
Net financial instruments (2,584,833) (2,550,752)

All the group's financial instruments measured at fair value are classified as level 2. Level 2 consists of financial instruments with no quoted prices in active markets for identical assets or liabilities which are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices). Level 2 assets and liabilities are measured by using valuation methods. These valuation methods utilise observed data and the group's own estimates. If all significant data required to measure the fair value of an instrument is observable data, then the instrument is classified as level 2.

Special valuation methods which are being used to value financial instruments include:

  • fair value of interest-rate swaps is measured as the net present value of estimated future cash flows based on the observable yield curve
  • fair value of forward exchange contracts is measured as the net present value of the difference between the contractual forward rate and the forward rate of the currency at the balance-sheet date, multiplied by the contractual volume in foreign currency.

Written put options are classified as level 3. Please refer to note 3.1.c for more details.


168

25 Reconciliation of liabilities arising from financing activities

Figures are stated in NOK 1,000 Financial liabilities 01.01. Cash flows Non-cash changes Total 31.12
Acquisition of subsidiaries Leases Other changes
2025
Borrowings 1,322,996 504,397 - - 18,860 1,846,253
Lease liabilities 3,460,882 (891,333) - 821,844 42,965 3,434,358
Financial liabilities 4,783,877 (386,936) - 821,844 61,825 5,280,611
2024
Borrowings 1,046,843 (166,411) 441,870 - 694 1,322,996
Lease liabilities 2,668,623 (760,660) 791,391 748,960 12,566 3,460,882
Financial liabilities 3,715,466 (927,070) 1,233,261 748,960 13,260 4,783,877

26 Related parties

The group's related parties include its associates, key management personnel, directors and major shareholders. All subsidiaries included in note 1.2 are related parties of Europris ASA.

For management remuneration, refer to note 7 – Management remuneration.

No significant transactions were conducted with related parties in 2025.

27 Contingent liabilities

There are no significant contingent liabilities at 31.12.2025.

28 Events after the balance-sheet date

The board will propose the distribution of an ordinary dividend of NOK 3.75 per share for fiscal 2025. The dividend amounts to NOK 614 million excluding treasury shares.

There were no subsequent events after the balance sheet date and up to the date of approval of the financial statements which provide additional information about conditions existing at the balance sheet date or that require disclosure in the financial statements.


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170

EUROPRIS ASA

Parent company 2024


Income statement

Figures are stated in NOK 1,000 Note 2025 2024
Total operating income - -
Employee benefits expense 2 3,355 3,062
Other operating expenses 2 9,197 9,186
Total operating expenses 12,551 12,248
Operating income (12,551) (12,248)
Group contribution and dividends from subsidiaries 3 485,000 927,290
Other interest income 54,076 18,987
Total financial income 539,076 946,276
Other interest expense 29,572 10,854
Other financial expenses 15,219 13,083
Total financial expenses 44,791 23,937
Net financial income (expenses) 494,285 922,339
Share of the profit/(loss) from associates using the equity method 5 - 1,564
Change in fair value of option 5 - 32,309
Profit before income tax 481,734 943,964
Income tax expense 4 (719) (1,741)
Profit for the year 482,452 945,705
Statement of comprehensive income
Profit for the year 482,452 945,705
Other comprehensive income - -
Total comprehensive income for the year 482,452 945,705

Notes 1 to 10 are an integral part of the consolidated financial statements


172

Balance sheet

Figures are stated in NOK 1,000 Note 31-12-2025 31-12-2024
ASSETS
Non-current assets
Deferred tax asset 4 3,797 1,741
Investments in subsidiaries 5 1,537,544 1,324,304
Loan to subsidiary 3 547,200 205,860
Total non-current assets 2,088,541 1,531,905
Current assets
Receivable from group companies 3,9 661,036 930,097
Other receivables 9 5,266 3,576
Cash 9 - -
Total current assets 666,302 933,673
Total assets 2,754,843 2,465,578

Notes 1 to 10 are an integral part of the consolidated financial statements


173

Balance sheet

Figures are stated in NOK 1,000 Note 31-12-2025 31-12-2024
EQUITY AND LIABILITIES
Equity
Share capital and share premium 6 215,301 215,301
Other paid-in capital 93,039 93,039
Other equity 1,872,280 1,962,600
Total shareholders' equity 2,180,620 2,270,940
Liabilities
Current liabilities
Liabilities to credit institutions 547,621 -
Accounts payable 9 130 43
Tax payable 4 1,338 -
Current debt to group companies 3,9 - 183,271
Other current liabilities 9 7,874 3,412
Derivatives 8 17,259 7,912
Total liabilities 574,222 194,637
Total equity and liabilities 2,754,843 2,465,578

Fredrikstad, 18 March 2026

THE BOARD OF DIRECTORS OF EUROPRIS ASA

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Tom Vidar Rygh
Chair

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Hege Bømark

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Ros-Marie Grusén

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Susanne Holmström

img-5.jpeg
Jon Martin Klafstad

img-6.jpeg
Bente Sollid

img-7.jpeg
Pål Wibe

img-8.jpeg
Espen Eldal
CEO

Notes 1 to 10 are an integral part of the consolidated financial statements


Statement of changes in equity

Figures are stated in NOK 1,000 Share capital Treasury shares Share premium Other paid-in capital Retained earnings Total
Equity 01.01.2025 166,969 (3,320) 51,652 93,039 1,962,601 2,270,941
Profit for the period - - - - 482,452 482,452
Dividend - - - - (572,772) (572,772)
Other comprehensive income - - - - - -
Equity 31.12.2025 166,969 (3,320) 51,652 93,039 1,872,280 2,180,620
Share capital Treasury shares Share premium Other paid-in capital Retained earnings Total
--- --- --- --- --- --- ---
Equity 01.01.2024 166,969 (5,922) 51,652 22,472 1,440,052 1,675,224
Profit for the period - - - - 945,705 945,705
Dividend - - - - (523,403) (523,403)
Sale of treasury shares - 2,602 - 70,567 100,246 173,416
Other comprehensive income - - - - - -
Equity 31.12.2024 166,969 (3,320) 51,652 93,039 1,962,601 2,270,941

In accordance with sections 9-4 and 9-5 of the Norwegian Public Limited Liability Companies Act, the board is mandated to acquire the company's own shares on specific conditions. See note 6 for details of treasury shares.

Notes 1 to 10 are an integral part of the consolidated financial statements


Statement of cash flows

Figures are stated in NOK 1,000 Note 2025 2024
Cash flows from operating activities
Profit before income tax 481,734 943,964
Share of the (profit)/loss of associates 5 - (1,564)
Change in fair value of option 5 - (32,309)
Change in account payable 9 581 (875)
Change in other working capital 12,208 (944,515)
Net cash from operating activities 494,522 (35,299)
Cash flows from investing activities
Payments to group companies 3 (72,860) (205,860)
Acquisition of subsidiary 5 - 19,075
Capital contribution to subsidiary (213,240) -
Net cash used in investing activities (286,100) (186,785)
Cash flows from financing activities
Change in group cash pool deposits 3 (221,600) 186,518
Payments to group companies (341,340) -
Group contribution received 3 927,290 557,618
Dividend (572,772) (523,403)
Sale of treasury shares 6 - 1,350
Net cash from financing activities (208,423) 222,084
Net increase in cash - -
Cash at beginning of year (01.01) - -
Cash at end of year (31.12) - -

Notes 1 to 10 are an integral part of the consolidated financial statements


176

Notes

1 Accounting principles

Europris ASA is the parent company of the Europris group, consisting of Europris Holding AS and subsidiaries.

The financial statements of Europris ASA have been prepared in accordance with the simplified IFRS pursuant to section 3-9 of the Norwegian Accounting Act and the directive on simplified IFRS issued by the Norwegian Ministry of Finance on 1 January 2022.

The board approved the financial statements on 18 March 2026.

1.1 Simplified IFRS

The company has applied the following simplifications to the IFRS recognition and measurement principles:

  • dividends and group contributions are recognised as income in the same year as the dividend or group contribution is recognised in the financial statements of the group company which pays the dividend or group contribution, in accordance with Norwegian generally accepted accounting principles.

1.2 Basis of preparation

The financial statements have been prepared in accordance with the historical cost convention. The company has applied the going concern assumption when preparing its financial statements.

1.3 Revenue recognition

Group contributions and dividends received from subsidiaries are recognised as income if the amount is within the net income of the subsidiary after the acquisition date. Group contributions and dividends which exceed the net income of the subsidiary after the acquisition date are recognised as a reduction of the carrying value of the subsidiary. When recognising income, the gross group contribution (before tax) is presented on a separate line in the income statement.

Group contributions to subsidiaries from the company increase the carrying value of the investment. Group contributions to subsidiaries are recognised net, after tax.

1.4 Current and deferred income tax

Tax expense for the period comprises current and deferred tax. Deferred tax/deferred tax asset is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements.

Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. The company recognises previously deferred tax assets to the extent that it has become probable that the company can utilise the deferred tax asset. Similarly, the company will reduce deferred tax assets to the extent that the company no longer considers it probable that it can utilise the deferred tax asset.

Deferred tax liabilities and deferred tax assets are measured on the basis of the anticipated future tax rate relating to items where the temporary difference has arisen.

Deferred tax liabilities and deferred tax assets are recognised at nominal value and are classified as fixed assets or non-current liabilities in the balance sheet.

1.5 Cash

Cash includes cash in hand and bank deposits.

1.6 Provisions

Provisions are recognised when the company has a present obligation (legal or constructive) as a result of a past event, it is probable (more likely than not) that an outflow of economic resources will be required from the company, and amounts can be estimated reliably. If the effect is material, provisions are calculated by discounting the expected future cash flows at a pre-tax discount rate which reflects current market assessments of the time value of money and, if relevant, the risks specific to the liability.

1.7 Contingent liabilities and assets

A contingent liability is recorded in the books of accounts only if the contingency is probable and the amount of the liability can be estimated. In cases where the possible outflow of economic resources as a result of present obligations is considered improbable or remote, no liability is disclosed.

A contingent asset is not recognised in the financial statements, but disclosed if it is probable that the benefit will flow to the company.


177

2 Employees, pensions and remuneration to auditor

The company has no employees. As a result, it has no obligation to have a pension scheme according to the Norwegian Act on mandatory occupational pensions.

No salaries or other remunerations have been paid to the CEO. Compensation for directors is stipulated at NOK 3,555 in 2025.

There are no obligations to pay the directors a settlement in the event of a termination of service.

No loans or guarantees have been provided for any related parties.

Figures are stated in NOK 1,000 2025 2024
Audit fees, divided by type of service (exclusive VAT)
Statutory audit 712 483
Assurance related to CSRD 2,256 1,180
Total audit fees 2,968 1,663

3 Receivables and liabilities to group companies

Receivables to group companies are included with the following amounts:

Figures are stated in NOK 1,000 2025 2024
Loan to subsidiary 547,200 205,860
Group contribution - 7,290
Other current receivables to subsidiaries 2,227 2,808
Dividends from subsidiaries 485,000 920,000
Deposits in the group's cash pool agreement 173,809 -
Total receivables 1,208,236 1,135,957

Liabilities to group companies are included with the following amounts:

Liabilities 2025 2024
Debt in the group's cash pool agreement - 183,271
Total liabilities - 183,271

178

4 Income tax expense

Figures are stated in NOK 1,000 2025 2024
Basis for income tax expense and tax payable
Profit before tax 481,734 943,964
Non-deductible expenses (475,653) (943,964)
Basis for the tax expense 6,081 -
Reconciliation of the income tax expense
Tax payable (22% of the basis for tax payable in the income statement) 105,981 207,672
Income tax expense (719) (1,741)
Difference (106,700) (209,413)
Difference consists of:
22% of non-deductible expenses (104,644) (207,672)
Change in temporary differences (2,056) (1,741)
Total explained difference (106,700) (209,413)
Deferred tax asset
Deferred tax assets to be recovered within 12 months 3,797 1,741
Deferred tax asset 3,797 1,741
Tax payable in the balance sheet
Tax payable in income tax expense 1,338 -
Tax payable in balance sheet 1,338 -

5 Investments in subsidiaries

Investments in subsidiaries are stated at acquisition cost and accounted for using the cost method.

Figures are stated in NOK 1,000

Subsidiary Registered office Ownership share Equity 31.12.2025 Net profit 2025 Carrying value
Europris Holding AS Fredrikstad, Norway 100% 1,522,884 474,214 925,500
Runsvengruppen AB group Skänninge, Sweden 100% 35,357 (191,159) 612,044

179

6 Share capital and shareholder information

The share capital of Europris ASA is NOK 166,968,888, consisting of 166,968,888 shares with par value of NOK 1. The company's share capital consists of one class of shares, whereby all shares have the same voting rights.

Major shareholders at 31 December 2025 Number of shares Share of capital
Folketrygdfondet 24,361,539 14.6%
Fidelity Investments (FMR) 13,655,238 8.2%
Alfred Berg Kapitalforvaltning 12,430,875 7.4%
DNB Asset Management AS 10,404,464 6.2%
Storebrand Asset Management 7,235,496 4.3%
Vanguard 6,805,995 4.1%
SR-Forvaltning AS 5,320,000 3.2%
KLP Kapitalforvaltning AS 5,219,790 3.1%
Holberg Fonder 4,604,771 2.8%
Arctic Fund Management 3,455,089 2.1%
Europris ASA 3,319,636 2.0%
Handelsbanken Fonder 3,280,722 2.0%
BlackRock 2,806,222 1.7%
Dimensional Fund Advisors 2,719,902 1.6%
Degroof Petercam Asset Management SA 2,616,000 1.6%
Swedbank Robur Fonder 2,100,000 1.3%
Egil Dahl 1,852,164 1.1%
Nordea Funds 1,666,715 1.0%
Sissener AS 1,600,000 1.0%
Avanza Bank AB 1,419,974 0.9%
Others 50,094,296 30.0%
Total shares 166,968,888 100.0%
Shares held by directors, CEO and CFO Title Number of shares
--- --- ---
Tom Vidar Rygh (directly and indirectly through Retiro AS) Chair 620,227
Pål Wibe (Nordkronen II AS) Director 143,572
Jon Martin Klafsstad (AS Master Trading) Director 17,987
Hege Bømark Director 8,129
Bente Sollid (Digital Hverdag AS) Director 2,038
Ros-Marie Grusén Director 1,500
Espen Eldal (directly and indirectly through Knipen AS) CEO 629,098
Stina C Byre CFO 28,271
Treasury shares at 31 December 2025 Nominal value Number of shares
--- --- ---
Shares owned by Europris ASA 3,319,636 3,319,636

Treasury shares have been deducted from equity at cost. The nominal value of the shares has been deducted from paid-in capital.

Change in number of treasury shares

Treasury shares 01.01.2025 3,319,636
Treasury shares 31.12.2025 3,319,636

Average cost price for treasury shares is NOK 48.86.


180

7 Transactions with related parties

Information regarding salaries of senior executives is disclosed in note 2. Information on intercompany receivables and liabilities is disclosed in note 3. Related parties transactions are based on the arm length principle. No material transactions were conducted with related parties in 2025 other than the information included in the notes.

8 Derivatives

Figures are stated in NOK 1,000 2025 2024
Forward exchange contracts 17,259 7,912
Total derivatives - liability 17,259 7,912

The company faces currency risk arising from loan in foreign currencies. The company hedges currency fluctuations by entering into forward exchange contracts. The company does not use hedge accounting. Forward exchange contracts are measured at fair value through profit and loss, classified as level 2. Fair value of forward exchange contracts is measured as the net present value of the difference between the contractual forward rate and the forward rate of the currency at the balance-sheet date, multiplied by the contractual volume in foreign currency.

9 Financial instruments by category

Figures are stated in NOK 1,000 2025 2024
Financial assets measured at amortised cost
Loan to subsidiary 547,200 205,860
Other current receivables 666,302 933,673
Cash - -
Financial liabilities measured at amortised cost
Other current liabilities 7,874 186,683
Accounts payable (130) (43)
Net financial instruments 1,221,245 1,326,173

10 Subsequent events

The board will propose the distribution of an ordinary dividend of NOK 3.75 per share for fiscal 2025. The dividend amounts to NOK 614 million excluding treasury shares.

There were no subsequent events after the balance sheet date and up to the date of approval of the financial statements which provide additional information about conditions existing at the balance sheet date or that require disclosure in the financial statements.


181

Declaration to the annual report 2025

Responsibility statement

We confirm, to the best of our knowledge, that the financial statements for the period 1 January to 31 December 2025 have been prepared in accordance with current applicable accounting standards, and give a true and fair view of the assets, liabilities, financial position and profit and loss of the entity and the group taken as a whole. We also confirm that the directors' report includes a true and fair view of the development and performance of the business and the position of the entity and the group, together with a description of the principal risks and uncertainties facing the entity and the group. Finally, we confirm that the annual report and the content of the directors' report have been prepared in accordance with standards for sustainability reporting established pursuant to section 2-6 of the Accounting Act, the European Sustainability Reporting Standards (ESRS) and in accordance with rules pursuant to article 8(4) of the EU taxonomy regulation.

Fredrikstad, 18 March 2026

THE BOARD OF DIRECTORS OF EUROPRIS ASA

img-0.jpeg
Tom Vidar Rygh Chair

img-1.jpeg
Hege Bømark

img-2.jpeg
Ros-Marie Grusén

img-3.jpeg
Susanne Holmström

img-4.jpeg
Jon Martin Klafstad

img-5.jpeg
Bente Sollid

img-6.jpeg
Pål Wibe

img-7.jpeg
Espen Eldal CEO


Definitions of Alternative Performance Measures

APMs are used by Europris for annual and periodic financial reporting in order to provide a better understanding of the group's financial performance. APMs are considered as well-know and frequently used by users of the financial statements and are also used in internal reporting and by management to measure operating performance.

Sales

Sales is the same as the IFRS definition of total operating income.

Gross profit / gross margin

Gross profit is defined as total operating income minus the cost of goods sold (COGS). The gross profit represents revenue that the group retains after incurring the direct costs associated with the purchase of the goods. Gross margin is defined as gross profit divided by total operating income and is useful for benchmarking direct costs associated with the purchase of the goods vs total operating income.

Amounts in NOK million FY 2025 FY 2024
Total operating income 14,878 12,750
- Cost of goods sold 8,799 7,437
Gross profit 6,079 5,313
Gross margin 40.9% 41.7%

Opex / Opex-to-sales ratio

Operating expenses (opex) is the sum of employee benefits expense and other operating expenses. It is useful to look at cost of these two components combined, as they compose a large part of the fixed operating costs. The opex-to-sales ratio divides the opex by total operating income and is useful for benchmarking this cost base vs the development in sales.

Amounts in NOK million FY 2025 FY 2024
Employee benefits expense 2,238 1,865
+ Other operating expenses 1,462 1,288
Opex 3,700 3,153
Opex-to-sales ratio 24.9% 24.7%

EBITDA / EBITDA margin

EBITDA is earnings before interests, tax, depreciation of property, plant and equipment and right-of-use assets and amortisation of other intangibles. EBITDA is a well-known

and widely used term among users of the financial statements and is useful when evaluating operational efficiency on a more variable cost basis as they exclude amortisation and depreciation expense related to capital expenditure. EBITDA margin is EBITDA divided by total operating income and is useful for benchmarking this profitability parameter vs the development in sales.

Amounts in NOK million FY 2025 FY 2024
Operating profit 1,319 1,237
+ Depreciation 1,060 923
EBITDA 2,379 2,160
EBITDA margin 16.0% 16.9%

EBIT / EBIT margin

EBIT is earnings before interest and taxes and is the same as the IFRS definition of operating profit. EBIT is a well-known and widely used term among the users of the financial statements and is useful when evaluating operational profitability. EBIT margin is EBIT divided by total operating income and is useful for benchmarking this profitability parameter vs the development in sales.

Working capital

Net change in working capital is the sum of change in inventories and trade receivables and change in other receivables less the sum of change in accounts payable and other current liabilities. Net change in working capital is a well-known and widely used term among the users of the financial statements and is useful for measuring the group's liquidity, operational efficiency and short-term financial conditions.

Amounts in NOK million FY 2025 FY 2024
Change in Inventory (232) (347)
Change in accounts receivable and other current receivables (39) 7
Change in accounts payable and other current debt (168) 168
Decrease/(increase) in financial assets at fair value through profit or loss 43 (39)
Net change in working capital (396) (211)

Capital expenditure

Capital expenditure (capex) is the sum of purchases of fixed assets and intangible assets as used in the cash flow. Capex is a well-known and widely used term among the users of the financial statements and is a useful measure of


183

investments made in the operations when evaluating the capital intensity.

Amounts in NOK million FY 2025 FY 2024
Purchases of fixed assets 131 130
Purchases of intangible assets 1 8
Capital expenditure 131 138

Financial debt / net debt

Financial debt is the sum of borrowings and lease liabilities. Financial debt is useful to see total debt as defined by IFRS. Net debt i financial debt less cash.

Amounts in NOK million FY 2025 FY 2024
Borrowings 997 1,019
Current Borrowings 849 304
Lease liabilities 2,521 2,567
Current lease liabilities 913 894
Financial debt 5,281 4,784
Cash 988 603
Net debt 4,292 4,181

Cash and liquidity reserves

Cash and liquidity reserves is defined as available cash plus available liquidity through overdraft and credit facilities. This measure is useful to see total funds available short-term.

Amounts in NOK million FY 2025 FY 2024
Cash 988 603
+ Total facilities 1,973 1,947
- Total drawn (854) (306)
Cash and liquidity reserves 2,108 2,244

Equity ratio

Equity ratio is a financial ratio indicating the relative proportion of equity used to finance a company's assets; calculated as equity divided by total assets. Equity ratio is a well-known and widely used term among the users of the financial statements and is useful when evaluating financial robustness.

Amounts in NOK million FY 2025 FY 2024
Total shareholders' equity 4,357 4,109
Total assets 12,231 11,545
Equity ratio 35.6% 35.6%

Europris: Total chain sales

Total chain sales are sales from all chain stores, that is both directly operated and franchise stores. This KPI is an important measure of the performance of the total Europris chain and considered useful in order to understand the development of the entire chain, regardless of ownership structure of stores.

Amounts in NOK million FY 2025 FY 2024
Sales directly operated stores 9,048 8,319
Sales franchise stores 985 1,004
Total chain sales 10,032 9,323

Definition of other terms used

Segment Norway

The Norway segment includes Europris and the pure play companies Lekekassen and Strikkemekka.

Segment Sweden

The Sweden segment includes the ÖoB chain.

Pure play

Pure play includes the Lekekassen group and the Strikkemekka group.

Directly operated store

Directly operated store means a store owned and directly operated by the group.

Franchise store

Franchise store means a store operated by a franchisee under a franchise agreement with the group.

Chain

Chain means the sum of all stores under the brand name Europris and ÖoB. Europris has both directly operated stores and franchise stores while ÖoB only has directly operated stores.

Like-for-like sales growth

Like-for-like (LFL) growth is defined as the growth in total chain sales for stores that have been open for every month of both the previous and the current calendar year. LFL is calculated in local currency.

Organic growth

Organic growth is defined as the growth excluding any structural changes (acquisitions or sale of companies).

Constant currency

Constant currency is the exchange rate which the group uses to eliminate the effect of exchange rates fluctuations when calculating financial performance numbers.


Deloitte.

Deloitte AS
Dronning Eufemias gate 14
Postboks 221
NO-0103 Oslo
Norway
+47 23 27 90 00
www.deloitte.no

To the General Meeting of Europris ASA

INDEPENDENT AUDITOR'S REPORT

Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Europris ASA, which comprise:

  • The financial statements of the parent company Europris ASA (the Company), which comprise the balance sheet as at 31 December 2025, income statement, statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including material accounting policy information.
  • The financial statements of Europris ASA and its subsidiaries (the Group), which comprise the balance sheet as at 31 December 2025, income statement, statement of comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and notes to the financial statements, including 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 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.

We have been the auditor of Europris ASA for 3 years from the election by the general meeting of the shareholders on 20 April 2023 for the accounting year 2023.

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

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.

Registrar i Foretakeregisteret
Medlemmer av Den norske Revisorforening
Organisasjonsnummer: 980 211 282


Deloitte.
Independent auditor's report
Europris ASA

statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Valuation of inventory

Description of the Key Audit Matter How the matter was addressed in the audit
The Group reported total inventory of 3,580.9 million NOK in 2025 (2024: 3,292.3 million NOK). Inventory is valued at the lower of cost and estimated net realisable value. A total provision for inventory obsolescence of 74.5 million NOK (2024: 86.6 million NOK) was recognised in 2025. Please refer to notes 3.1a and 19 for further information about the judgements and estimates applied by management related to the provision for inventory obsolescence. We have obtained an understanding of management’s process for assessing the value of inventory and related provisioning for obsolescence. Our procedures included an assessment of the design and implementation of relevant controls management has put in place over this process and estimates. We assessed the audit risk based on our obtained understanding and tailored our audit procedures accordingly. These audit procedures included the following:
Valuation of inventory at net realisable value is subject to management’s judgements and estimates. These involve judgements and estimates about the market in which the products in inventory will be sold and to what margin. Changes in judgements and estimates made by management may have a material effect on the financial statements and consequently valuation of inventory is considered a key audit matter. • Assessed the group’s accounting principles for inventory valuation in compliance with IFRS.
• Performed test of how management made the accounting estimate, including the selection and application of the methods, significant assumptions and the data used by management in making the accounting estimate, and its consistency with Europris’ market expectations.
• Observed a sample of physical inventory counts in stores and warehouses. We also performed our own independent stock counts, based on samples. The procedures included inspection of the physical state of the inventory and potential need for scrapping.
• Obtained and assessed management’s retrospective analysis of historical inventory provisions, compared to realised loss on sales.
• Obtained Europris’ inventory data and performed our own analytical procedures of product categories, aging profiles, and outliers, and compared our results with those of Europris to challenge management’s estimate.
• We performed subsequent events procedures that included assessment of margin development and indications of understated inventory provisions as per 31 December 2025.
• Evaluated the appropriateness of related disclosures made in the financial statements

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Independent auditor's report
Europris ASA

Deloitte.

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 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 that give a true and fair view in accordance with IFRS Accounting Standards as adopted by the EU, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's and the Group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or the Group or to cease operations, or has no realistic alternative but to do so.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in 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.

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Deloitte.

Independent auditor's report
Europris ASA

  • obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's and the Group's internal control.
  • evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  • conclude on the appropriateness of management's use of the going concern basis of accounting, and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's and the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company and the Group to cease to continue as a going concern.
  • evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves 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 Europris 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 eur-2025-12-31-1-en, 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.


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Deloitte.

Independent auditor's report
Europris ASA

Auditor's Responsibilities

Our responsibility, based on audit evidence obtained, is to express an opinion on whether, in all material respects, the financial statements included in the annual report have been prepared in 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, 18 March 2026
Deloitte AS

Stian Jilg-Scherven
State Authorised Public Accountant
(electronically signed)

5


Shareholder information

Europris ASA was listed on the Oslo Stock Exchange in 2015

Share information

Number of shares 166,968,888
Nominal value per share NOK 1.00
Ticker at Oslo Børs EPR

The share price closed year-end 2025 at NOK 95.80, which implies a market value of NOK 16 billion. The highest share price was NOK 103.40 and the lowest was NOK 72.05 in 2025. An ordinary dividend of NOK 3.50 per share was paid out in May 2025.

Financial calendar

Europris publishes its quarterly result 07:00 am CET. The report and presentation will be available at the company's web page and at Oslo Stock Exchange Newsweb.

Annual General Meeting First quarter 2026 Second quarter 2026 Third quarter 2026
29 April 2026 23 April 2026 9 July 2026 29 Oct 2026

img-8.jpeg

Europris ASA had 15,951 registered shareholders at 31 December 2025. The majority of the company's shareholders comprise of Norwegian or foreign institutions, controlling 79 per cent of the capital and voting rights. The top three largest investors in 2025 were Folketrygdfondet, Fidelity Investments (FMR) and Alfred Berg Kapitalforvaltning with a total share of

img-9.jpeg

30 per cent, see more information in the Europris ASA consolidated financial statements in note 21.

The company's shareholders are mainly located in Norway and United States, with a total share of 62 per cent and 20 per cent respectively.

Analyst coverage

Seven equity analysts have covered Europris ASA in 2025:

ABG Sundal Collier Petter Nystrøm [email protected]
Arctic Securities Jeppe Baardseth [email protected]
Halvor Aasen Dybdahl [email protected]
DNB Markets Ole Martin Westgaard [email protected]
Tarjei Hatlen [email protected]
Kepler Cheuvrex Håkon Nelson [email protected]
Pareto Securities Philliph Bjerke [email protected]
SEB Håkon Fuglu [email protected]
Sparebank 1 Markets Andreas Aas-Jakobsen [email protected]

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Europris ASA
Dikeveien 57, P O Box 1421
NO-1661 Rolvsøy

Switchboard: +47 971 39 000
email: [email protected]

www.europris.no

Europris
MER TIL OVERS