Zalaris ASA

Simplify work life. Achieve more.

2023 Annual Report

The growth continues as we

pass 1 billion NOK in revenue.

Table of Contents

About Zalaris . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3

Letter from the CEO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .9

Management Team. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

Report from the Board of Directors. . . . . . . . . . . . . . . . . . . . . . . 14

Statement by the Board of Directors and the CEO . . . . . . . . . . . . . . 23

Financial Statement: Consolidated Group . . . . . . . . . . . . . . . . . . . 25

Financial statement: Parent Company . . . . . . . . . . . . . . . . . . . . . 63

Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81

Auditors Report . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .89

Shareholder Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . .93

Alternative Performance Measures (APMs) . . . . . . . . . . . . . . . . . . 96

Simplify Work Life.

Achieve More.

We simplify HR and payroll

administration and empower

you with relevant information

so that you can invest more

in your employees.

About Zalaris

Payroll & HR Solutions that enable fully

digital organizations - we simplify HR and

payroll administration and empower you with

useful information so that you can invest

more in people

Zalaris ranks among Europe’s top providers of

human capital management (HCM) and payroll

solutions – addressing the entire employee

lifecycle, from recruiting and onboarding to

compensation, time and attendance, travel

expenses and performance management.

Our proven local and multi-country delivery

models include: on-premise implementations,

software as a service (SaaS), cloud integration

and business process outsourcing (BPO).

Furthermore, Zalaris’ experienced consultants

and advisors cover all industries and IT

environments.

Headquartered in Oslo, Norway, and publicly

traded on the Oslo Stock Exchange (ZAL), we

serve more than one million employees each

month, across multiple industries and with

many of Europe’s most reputable employers.

We have generated uninterrupted growth since

our founding in 2000 and today operate in

the Nordics, Baltics, Poland, Germany, Austria,

Hungary, Switzerland, France, Spain, India,

Ireland, the UK, Singapore and Australia.

1,500,000

300,000+

17 countries 150+ countriesNOK 1.13 Billion

~ 1,100

Employees served monthly by Zalaris

supported HR solutions

Employees served monthly

through payroll services

With own services partners and expertise

in local laws and regulations

With expertise in local laws and regulations,

together with partners

Revenue 2023

Zalaris employees

across the world

Zalaris are capable of serving

Zalaris are already serving

Zalaris office locations

Local presence, one global platform

Worldwide provider

From our 23+ offices localised in 15 countries

we are able to provide our services to more

than 150 countries all over the world.

Countries we are based in:

Norway

Sweden

Denmark

Finland

Spain

France

Ireland

Germany

Latvia

Poland

Hungary

India

Singapore

Australia

Local Presence,

One Global Platform

Both our Software-as-a-Service (SaaS) platform

and our two distinct lines of business are 100%

focused on HR & Payroll technology and services.

• Zalaris PeopleHub is a SaaS platform

delivering a complete HR suite to simplify

HR & Payroll administration for everyone.

• Zalaris’ outsourcing business: offering clients

HR & Payroll Solutions delivered in the

platform Zalaris PeopleHub, our suite of globally

accessible and flexible SaaS systems. Zalaris

also provides award winning HR & payroll

administration services, providing

Business-Process-as-a-service (BPaaS)

or Business Process Outsourcing (BPO)

as it is commonly referred.

• Zalaris’ consulting business: supporting

customers throughout their own cloud HR

& payroll journey, utilising alternative software

to Zalaris’ PeopleHub such as SAP, Oracle or

Workday. Zalaris’cconsultants, who specialise

in market leading tier-one HCM solutions,

offer strategy & advisory, transformation

& implementation and application support.

Furthermore, Zalaris is recognised as an

SAP gold partner and an Oracle partner.

SaaS Platform

Product Categories Outsourcing Business

Product Category Consulting Business

Our SaaS platform

– Zalaris PeopleHub

A suite of globally accessible and flexible

systems with integrated technology capabilities

of Zalaris’ HR & Payroll Solutions ensure your

company has one source of truth whether

you’re present in one country or across

the globe.

• Equipped with state-of-the-art automation,

innovation and security, Zalaris PeopleHub

is a complete HR platform to simplify HR

administration for everyone. In this suite, we

consolidate HR, payroll, time and expenses

reporting, and talent management

– all in one place.

• It is a global HCM platform that unifies all

employee data and eases all HR processes.

Maintain accurate company data, make

informed decisions efficiently, and empower

employees with the latest self-service

features, all with the security of stringent data

protection.

SaaS Platform

HR & Payroll Solutions

• One complete overview of workforce data,

from compensation to benefits and

performance.

• Gain valuable insights through the entire

employee lifecycle: workloads, absences,

costs, location and more.

• Empower employees to manage, maintain

and update their own information and

documents, reducing administrative

burden on HR.

• Global oversight and local compliance.

• Accessible anytime, anywhere – even on

mobile.

HR & Payroll Services

• Zalaris becomes your HR & payroll

department, handling some or all of

your business’ HR & payroll administration

throughout the entire hire-to-retire process.

• With Zalaris’ award-winning HR & payroll

services, you can reduce back-office

headcount, benefit from significant cost

savings, and focus on your core business

strategies with the assurance that your

HR & payroll administration is in safe hands.

Product Categories

Product Groups

SAP Products & Services

Zalaris – a proud SAP gold partner

implementing, transforming, advising and

supporting clients on their SAP HCM & HXM

journey for over two decades.

• Zalaris specialise in SAP, HR & payroll,

benefitting from long and trusting

relationships with many of the leading

international organisations who have chosen

SAP as their technology platform of choice.

• As a trusted system implementation

partner, Zalaris’ expert consultants are

highly qualified and focused on only the

very best for our customers. Zalaris are

proud to achieve exceptional customer net

promoter scores that are significantly higher

than the industry average and other

providers in this space, further demonstrated

by the very high customer retention rate.

• For our customers, who have chosen SAP

as their technology of choice, they continue

to leverage a highly agile service model,

accessing expert resources from around the

globe and achieving their HR technology

and IT strategic objectives.

Product Categories

Product Groups

Letter from the CEO

In 2023, we in #teamZalaris delivered on

our communicated targets, resulting in the

twenty-third year of growth with all-time high

revenues of NOK 1.13 billion, up from NOK

892.7 million last year. This represents 26.7%

year-on-year growth in actual terms and 16.0%

in constant currency. We are now a NOK 1.2

billion annualized revenue company, well

above our aspiration just a year ago.

As a result of our EBIT improvement program,

our adjusted EBIT improved quarter by

quarter. We left the year delivering Q4 above

our target at 10.7% and the full year at NOK

95.8 million (8.5%), up 117% from NOK 46.2

million last year.

As such, we delivered on two key financial

milestones in 2023 – becoming an EUR 100

million revenue company in Q2 and a NOK

100 million EBIT company in Q4.

Furthermore, we continued winning new

contracts, confirming the strong international

trends over the last years, positioning us well

for continued growth in 2024.

Closing 2023 as Our Best

Year of Sales to Date

During the year, we closed a record high NOK

160 million of Annual Contract Value (ACV) in

Managed Services, including upsell to existing

customers, which was significantly above our

sales budget needed to sustain a 10% growth

rate.

Professional Services sold approximately

NOK 290 million of Total Contract Value (TCV)

throughout the year, which was more than 25%

above our budget.

Both business units finished the year with strong

pipelines for both upsell and new clients. In

Managed Services, we continue to see good

demand for our Global Payroll value proposition,

including the potential to increase geographic

scope with existing customers. In Professional

Services, demand remains strong for

application maintenance services and project

implementation services related to SAP HXM.

We started the year by signing an agreement

with Siemens spin-out Innomotics to deliver

global payroll and HR services to their

approximately 16,000 employees in 56

countries. The agreement included

implementing a comprehensive solution

for global HR master data and performance

management based on Peoplehub SAP

SuccessFactors and transactional HR services

such as payroll, time and attendance,

and travel expenses based on the Zalaris

Peoplehub. Working closely with Innomotics,

we have since expanded our service portfolio

to deliver functional HR services based on our

own fully digitized Global HR Shared Services

Hans-Petter Mellerud, Chief Executive Officer, Zalaris

concept. The market potential for serving

other existing and new customers with similar

solutions is significant. Throughout the year we

sold a number of new agreements based on

PeopleHub and expanded our relationship with

existing customers as Danske Bank and a large

Scandinavian based retailer to cover additional

countries.

Going into the new year the strong momentum

of new signings continues, starting off the

year by signing a landmark agreement as a

subcontractor to one of Germany’s largest

System Integrators. The agreement involves

implementing a new HCM solution covering

Employee Data Management and Payroll for

the State of Berlin, with our part of the contract

valued at approximately EUR 15 million over the

next four years. This positions Zalaris as one

of the leading providers of SAP based people

services to the public sector in Germany.

“With NOK 1.13 million in

revenue for the full-year

and 10.7% adjusted EBIT

in Q4 we delivered on our

communicated financial

targets for the year”

Margin Upside through

Continued Focus on

Improvements and Scale

Our positive margin development continued

throughout the year, and in certain areas, we

are exceeding our targets. A key contributor

to this success is the use of X-shoring and

automation, which reduces resource costs as

a percentage of revenue. As a result, the total

resource costs for 2023 were approximately

four percentage points lower compared to the

previous year. We believe this relative trend

will continue and be further strengthened

as the effects of our strategic AI initiatives,

ranging from increased use of productivity-

enhancing tools in our operations to solutions

for anomaly detection and improved customer

service, take effect.

Our mature Nordics business remains at

the forefront, setting the standard for other

operating entities to follow. In 2024, our

focus will be on consolidating our position in

the Nordic region while enhancing customer

service. Simultaneously, we will continue our

transformation journey in other geographies,

aiming to elevate them to the Nordic level.

This strategic approach, combined with

the scaling effects from additional revenue,

positions us to deliver on our newly targeted

EBIT levels of 12-15% over the next 36 months.

Sustainability and CSRD

Creating Opportunities

The implementation of the EU Corporate

Sustainability Reporting Directive (CSRD)

in 2024 presents excellent opportunities

for Zalaris to support our customers on

their sustainability journey. We have since

2022 been working on a strategic project

aimed at integrating sustainability thinking

into all our processes and services. During

2023, we successfully implemented several

new solutions, including tracking the CO2

footprint from business travel and commuting.

Additionally, we enhanced our reporting

capabilities for diversity.

Our forward-looking goal is to support

our customers in reporting and driving all

sustainability measures related to their

employee base. We view this as a tremendous

opportunity that will not only positively impact

revenue and customer relationships but also

contribute to building a more sustainable world.

Again, thank you #teamZalaris, customers,

and stakeholders for making 2023 a record-

breaking year.

Hans-Petter Mellerud, CEO of Zalaris

“What we have achieved thanks to the

close and excellent cooperation with

Zalaris is enormous. The use of Zalaris

PeopleHub and SAP SuccessFactors

gives us the opportunity to streamline

and digitise processes while improving

the employee experience.”

– Armin Seiler

VP Human Resources Yunex Traffic GmbH

Management Team

Hans-Petter Mellerud

Chief Executive Officer

Gunnar Manum

Chief Financial Officer

Sami Seikkula

Executive Vice President

Northern Europe

Hilde Karlsmyr

Chief Human Resources

Officer

Peter Martin

Executive Vice President

Central Europe

Halvor Leirvåg

Chief Technology Officer

Stephen Burr

Executive Vice President UK

& Ireland

Øyvind Reiten

Executive Vice President

Group Commercial and Sales

Balakrishnan Narayanan

Executive Vice President

APAC

Richard E. Schiørn

Executive Vice President

Solution & Delivery

– Global Managed Services

Mike Ellis

Executive Vice President

APAC

Corporate Management Team

Regional Management Team

“With Zalaris as a partner, we are able to work

in parallel on various local sub-projects and

modules while always maintaining a global

perspective. With each implementation, we

create the basis for further country roll-outs

and maintain the focus on standardisation

and harmonisation.”

– Christian Stenzel

Director of Organization and IT, BITZER SE

Report from the Board of Directors

Zalaris’ mission is to simplify HR and payroll

administration, and empower you with useful

information so that you can invest more in people.

Zalaris ranks among Europe’s top providers of

human capital management (HCM) and payroll

solutions – addressing the entire employee

lifecycle, from recruiting and onboarding to

compensation, time and attendance, travel

expenses and performance management.

The Group’s proven local and multi-country

delivery models include: on-premise

implementations, software as a service (SaaS),

cloud integration and business process

outsourcing (BPO).

Zalaris delivers a full range of services

organised as two business segments:

Managed Services and Professional Services.

Managed Services consists of cloud services

and HR outsourcing, together with all of Zalaris’

other outsourcing services. Professional

Services consists of Zalaris’ consulting

business, assisting clients with transformation

projects within SAP, HR and Payroll.

Zalaris is headquartered in Oslo and delivers

services out of local-language centres covering

northern and central Europe, the UK and

Ireland and the Asia-Pacific region (Australia,

 Zalaris (the “Company” or the “Group”) refers to Zalaris ASA

and its subsidiaries if not otherwise stated

 Defined in separate section: Alternative Performance

Measure (APMs) (page 95–96)

Singapore and India), and covers other regions

world-wide through partnerships. Zalaris ASA

is listed on the Oslo Stock Exchange (ZAL).

Operational highlights

Zalaris recorded revenue of NOK 1,131 million in

2023, compared to NOK 893 million in 2022,

an increase of 26.7%. Measured in constant

currency the increase was 16.0%. The increase

was primarily a result of revenue from new

customers within its Managed Services division

that went live during 2023, and upsell to existing

customers, including increased volumes of

change orders and additional services.

Adele Norman Pran

Chair of the Board

Liselotte Hägertz

Engstam

Board Member

Jan M. Koivurinta

Board Member

Kenth Eriksson

Board Member

Erik Langaker

Board Member

-21

Revenue by quarter (NOKm)

Adj. EBIT² by quarter (NOKm)

Adj. EBIT² margin by quarter (%)

201.7

10.2

5.0 %

250.6

15.3

6.1 %

312.4

33.4

10.7%

-22

Q2-

-23

Q1-

-23

-22

-23

Within Managed Services, which includes our

SaaS and outsourcing business, we closed

approximately NOK 160 million of Annual

Contract Value (ACV), including upsell to

existing customers – significantly above

our sales budget needed to sustain a 10%

growth rate. This is a record high value of

new contracts during a financial year, and

adds to the Company's fast increasing ARR.

At the end of 2023, Zalaris had a backlog of

approximately NOK 108 million in ARR from

new signings. The additional revenue that

will come from these contracts represents

an increase in annual revenue for Managed

Services of +11.7% (compared to full-year

revenue for 2023). Invoicing for these

contracts will start in 2024 and early-2025.

The Company had minimal churn during

2023. The contracts signed in Managed

Services during the year are for customers

in a variety of industries and geographies.

In early 2023 we signed an agreement with

Siemens spin-out, Innomotics, to deliver global

payroll and HR services to their approximately

16,000 employees in 56 countries. The

agreement included implementing a

comprehensive solution for global HR master

data and performance management based

on Peoplehub SAP SuccessFactors and

transactional HR services such as payroll, time

and attendance, and travel expenses based

on the Zalaris Peoplehub. Working closely

with Innomotics, we have since expanded

our service portfolio to deliver functional HR

services based on our own fully digitized

Global HR Shared Services concept.

The market potential for serving other existing

and new customers with similar solutions is

significant. Another example of contracts won

during 2023, was the signing of a master

services agreement for payroll services with

a leading global retailer, including agreements

for payroll cloud services to their 3,000+

employees in Denmark and to their 10,000+

employees in the UK, and managed payroll

services to their 500+ employees in Ireland,

which is a good example of how Zalaris can

grow by taking on new geographies from

existing customers.

Zalaris continues to see a significant interest

in outsourced multi-country payroll solutions,

as many customers aim to reduce costs and

optimise their global HR processes. The Group

has a solid pipeline of potential new contracts

in all regions.

In the Professional Services division, our

consulting business, we sold more than NOK

285 million of Total Contract Value (TCV)

throughout the year, which is more than 25%

above our budget. This included winning the

public tender for provision of SAP Payroll

Application Maintenance Services for systems

serving approximately 700,000 employees

and pensioners of the German State of North

Rhein Westphalia. Zalaris has been serving

the state for more than ten years. The new

four-year agreement with expanded scope

contracts Zalaris to continue supporting the

state in maintaining the quality and accuracy

of their SAP Payroll solutions and with further

digitalisation of people processes. After the

year, we also closed a landmark agreement

as a subcontractor to one of Germany’s largest

System Integrators. The agreement involves

implementing a new HCM solution covering

Employee Data Management and Payroll for

State of Berlin, with our part of the contract

valued (TCV) at approximately NOK 170 million

over the next four years. This positions Zalaris

as one of the leading providers of SAP based

people services to the public sector in Germany.

The adjusted EBIT for 2023 was NOK 96.0

million, compared to NOK 46.2 million last year.

The adjusted EBIT margin was 8.5% in 2023,

compared to 5.2% in 2022. The increase is

largely due to the EBIT-improvement program

launched in 2022. In the third quarter 2022,

we announced our plans to increase our

annual EBIT by NOK 40 – 50 million by the

end of 2023. This would come from direct

cost improvements and improved allocation

of resources of NOK 25 – 30 million, and

contribution from new contracts of NOK

20 – 25 million. Our goal was to reach an

adjusted EBIT margin of 10% by the end of

2023. The EBIT target was achieved in the

fourth quarter with an adjusted EBIT margin

of 10.7%, and the EBIT in 2023 was NOK 55

million higher compared to the EBIT for the

12 months ending 30 September 2022, when

the improvement program was launched.

Included in the EBIT for 2023 is negative EBIT

from our Asia-Pacific region (“APAC”) of NOK

7.4 million (NOK 5.7 million). This region was

established as a greenfield operation in 2022

to expand our multi-country payroll capabilities

to the APAC region. The purpose is to better

support European headquartered customers,

that have operations in APAC countries. APAC

is one of the fastest growing markets for

multi-country payroll. In 2023 the revenue for

the region increased by 326%, from NOK 4.8

million in 2022 to NOK 20.5 million in 2023.

In March 2023 Zalaris successfully completed

the issue of a EUR 40 million five-year bond

loan, used to refinance a EUR 35 million bond

loan which were due to expire in September

2023. Zalaris is now well funded with a strong

cash position.

Consolidated financial results

for the group

Zalaris’ consolidated revenue for 2023 was

NOK 1,131.2 million compared to NOK 892.7

million in 2022, an increase of 26.7% compared

 Defined in separate section: Alternative Performance

Measure (APMs) (page 95–96)

to the previous year. The operating profit was

NOK 70.5 million compared to NOK 23.7 million

in 2022, which gives an operating margin of

6.2% compared to 2.7% the previous year.

Zalaris’ ordinary profit, before tax, was negative

NOK 3.7 million compared to negative NOK

16.4 million in 2022, including a net currency

loss of NOK 30.7 million in 2023 compared to

a loss of NOK 15.1 million the previous year.

The currency loss related mainly to Zalaris’

EUR 40 million bond loan. The net result for

the year 2023 was negative NOK 3.0 million

compared to negative NOK 38.7 million in

2022, which includes a loss of NOK 8.4

million (NOK 16.0 million) from discontinued

operations.

Net cash flow from operating activities for

2023 amounted to NOK 58.5 million, compared

to NOK 0.4 million in 2022. Net cash ﬂow from

investing activities was negative NOK 33.9

million compared to negative NOK 39.2 million

the previous year. For 2022, this included

a cash payment of NOK 11.3 million, for the

acquisition of the assets of vyble AG, a payroll

and HR solution start-up in Germany.

Net cash ﬂow from financing activities was

positive NOK 18.6 million in 2023 compared

to negative 43.9 million in 2022. The positive

cash flow from finance activities is mainly

due to the refinancing of the Company’s

bond loan in 2023, which principal amount

was increased from EUR 35 million to EUR

40 million. The new loan will expire in March

2028. The cash flow in 2022 included a

dividend payment of NOK 7.6 million. The

board’s view is that Zalaris has sufficient cash

to internally finance the Group’s liabilities,

investment needs and operations for the next

12 months.

Zalaris’ consolidated equity amounted to

NOK 203.0 million as of 31 December 2023

compared to NOK 163.6 million at the end of

2022. This corresponds to an equity ratio of

18.3% compared to 18.1% the previous year.

The board and executive management expect

the equity ratio to increase going forward.

This is in line with further improvements

expected in Zalaris’ financial results.

Total assets as of 31 December 2023 were

NOK 1,111.5 million compared to NOK 905.7

million at the end of 2022, while total

liabilities were NOK 908.6 million at the

end of 2023 compared to 742.1 million the

previous year.

Business segments

Zalaris has two business segments: Managed

Services and Professional Services.

Managed Services had revenue of NOK 819.6

million in 2023 compared to NOK 644.8

million in 2022, an increase of 27.1% compared

to the previous year. Measured in constant

currency, revenue increased by 17.8% (refer

to the APMs section of the annual report for

further details). The increase is mainly due to

revenue from several new customers in 2023,

as well as additional recurring revenue from

up-sale (new services and/or geographies),

and increased volume of changes orders, from

existing customers. All geographical regions

contributed to the increase.

Operating profit for this segment in 2023

was NOK 109.6 million compared to NOK

64.2 million in 2022. The EBIT-improvement

program is mainly related to Managed

Services, which explains the significant

improvement from the previous year.

Professional Services had revenue of NOK

291.2 million in 2023 comparted to NOK

243.1 million in 2022, an increase of 19.8 %

compared to the previous year. Measured

in constant currency, revenue increased by

5.5%. Higher revenue in the UK and Poland

contributed to the increase.

Operating profit for this segment in 2023

was NOK 30.3 million compared to NOK 20.0

million in 2022.

During 2022, Zalaris established a new

geographical region, encompassing the Asia-

Pacific (APAC), headquartered in Australia.

The new region offers products and services

from both Professional Services and Managed

Services. The region, which is a greenfield

investment, is not classified as a separate

business segment, but is reported separately

until it has reach a sustainable business level,

for information purposes. APAC had a negative

operating profit of NOK 7.4 million in 2023,

compared to NOK 5.7 million the previous year.

Zalaris research and development (R&D) is

focusing on developing its own intellectual

property (IP) and integrating standard software

with new and innovative solutions and process

designs. The aim is to support customers and

simplify payroll and HR processes. Zalaris

does not have dedicated R&D resources, but

development projects are carried out by the

Company’s consultants, with the support of

suppliers and partners.

Parent company’s results

The financial statements of the parent

company, Zalaris ASA, are prepared and

presented in accordance with the Norwegian

Accounting Act and Generally Accepted

Accounting Principles in Norway (“NGAAP”).

Zalaris ASA is the parent company for the

Group, and is the business owner of Zalaris’

multi-country network, as well as payroll

and HR solutions, implemented through its

integrated PeopleHub platform. Zalaris ASA

is responsible for the development of the

technology platform, including solutions and

services, as well as providing this to customers

throughout the Zalaris group companies.

Zalaris also provides shared services, such

as accounting and HR, as well as treasury

services to group companies.

Total revenue for 2023 was NOK 263.2 million

compared to NOK 149.8 million in 2022, which

is an increase of 75.7% compared to the

previous year. Results from operations was

NOK 26.7 million compared to negative NOK

41.0 million in 2022. Zalaris ASA reported

a net profit for the year of NOK 66.9 million

compared to a net loss of NOK 63.0 million for

2022. For 2023, this included an unrealised

currency gain of NOK 2.1 million, compared to

a loss of NOK 15.6 million the previous year,

and a provision for a loan to a subsidiary, vyble

GmbH, of NOK 11.2 million, compared to a

provision of NOK 20.2 million in 2022.

Total shareholders’ equity in Zalaris ASA as

of 31 December 2023 was NOK 109.4 million

compared to NOK 16.3 million at the end of 2022,

corresponding to 16.8% of total assets compared

to 3.0% at the end of the previous year.

Dividend payment

The board of directors will not propose

a dividend for the financial year 2023.

Going concern

With reference to the Norwegian Accounting

Act No. 3-3, the Board confirms its belief that

conditions exist for continuing operations

and that these financial statements have

been prepared in accordance with the going

concern principle. The confirmation is based

on an estimated long-term profitable growth

and Zalaris’ solid cash and equity standing.

Operational and financial risks

The Group is exposed to various risks and

uncertainties of an operational, market and

financial character. Internal controls and risk

management are an integrated part of all

Zalaris’ organisational business processes

and of achieving the Company’s strategic

and financial objectives. The Board oversees

the risk management process and carries

out annual reviews of the Group’s most

important risk categories and internal control

arrangements. The principal operational and

financial risk areas are described below,

however this is not an exhaustive list of the

risk areas facing the Group.

Operational risk

The Group has relatively few major customers

The Group has a wide range of customers,

with more than 150 customers generating over

NOK 1 million in annual revenue. The biggest

customer accounted for 8%, and the top five

customers accounted for 21.0% of total revenue

for 2023. The churn of customers in Managed

Services, which accounts for 73% of revenue,

has historically been low, averaging 1.5-3% per

annum. Contracts typically have a duration of

five years and require significant project set-up

work and project duration of 6-18 months. In

the event of the cancellation of a contract,

Zalaris has ample time to downsize or reallocate

its capacity to new customers such that the

effects of leaving customers on margins and

profitability are of a temporary nature.

New contracts may lead to losses if priced

incorrectly

Customer contracts are priced according to an

estimated margin based on the services to be

delivered and associated estimated costs. The

Group might fail to accurately forecast its ability

to deliver outsourcing services efficiently, and

contracts may not be implemented within

appropriate timescales or costs, or could be

implemented poorly and fail to deliver savings

to the customers. If the Group underestimates

the cost, complexity or time requirements to

deliver a contract it may incur losses during the

whole contract period of five years or more.

The Group relies on retaining and hiring

SAP HCM consultants

The services sold by the Professional Services

business, which accounted for 26% of the

revenue in 2023, are primarily performed

by consultants specialising in the SAP HCM

solutions. These type of consultants are

currently in short supply, and the successful

development and performance of the Group’s

Professional Services business depends on

its ability to attract and retain employees with

these skills. Failure to do so could result in

loss of revenue, or the need to hire external

resources at a significantly higher cost, which

would have negative impact on the Group’s

earnings. The Group uses a systematic

recruitment process, and has trainee programs,

to reduce this risk.

Risk related to cyber security

Businesses around the world are still

experiencing an increase in cyberattacks,

and the introduction of AI has made these

attacks more sophisticated. The Group is

increasingly exposed to cyber security related

risks through the nature of the services

provided, which heavily involves storage

of both personnel identifiable and sensitive

data, as well as the handling of large amounts

of payments to customers’ employees.

The Group provide monthly payroll services for

more than 300,000 external employees. This

exposes the Group’s IT-systems and personnel

as potential targets for threats ranging from

insiders misusing legal accesses to external

threats like hackers and others trying to exploit

the data the Group’s processing for financial

gain, collecting of information for other illegal

purposes, or for the purpose of disrupting

critical functions in the countries where the

Group operates for political reasons. If the

Group fails to prevent any such disruptions,

it could have a material adverse effect on

the Group’s reputation, business, results of

operations and financial condition.

As a result of these cyber security threat

scenarios and their potential for severe

disruptions to services, Zalaris has established

numerous countermeasures both of a technical

and organisational nature. The Group has a

dedicated Cyber Security Operations Centre

(CSOC) with continuous monitoring of all

systems and user activities.

The explicit goal is to prevent threats from

converging into actual attacks or exploiting

Zalaris’ systems and the customer data

contained within them.

The Group is reliant on the SAP HCM platform

in addition to other third-party suppliers

The Group’s core services within Managed

Services, which accounted for 72% of the

revenue in 2023 (2022: 72%), are based on

a payroll engine and other software provided

by SAP, the global developer and provider

of enterprise resource planning systems

to corporates. The Group has a long-term

license and maintenance agreement with SAP,

however a potential future deterioration in

the relationship with SAP, and/or the inability

or difficulties of implementing third party

solutions, may significantly impede the Group’s

ability to provide its services. Any of the

foregoing may have an adverse effect on the

Group’s ability to attract and retain customers,

which in turn may adversely affect the Group’s

business, results or operations and financial

condition. Third-party IT system disruptions

may adversely affect the business Third-party

suppliers, including SAP, are key to the Group’s

business operations; quality issues or supply

disruptions may negatively affect the Group

and in turn may have an adverse effect on the

Group’s ability to attract and retain customers

and in turn adversely affect the Group’s

business and profitability.

Risks related to handling sensitive information,

including a potential GDPR breach

The Group is handling personnel data for

more than 300,000 external employees

that may be linked to individual people

and is required to handle such personnel

data in compliance with GDPR. The Group

has invested in and continues to invest in

processes and improvements to support

its own and customers' GDPR compliance.

Compliance is tested as part of our annual

System and Organization Controls (SOC)

audit and documented in an ISA3402-report.

Zalaris is ISO 9001 and ISO27001 certified.

Artificial Intelligence (AI) tools in use are

limited to access and distribute data within

respective customer clients only and within

the role-based authorization of the respective

users. The Group is liable to its customers and

regulatory authorities for damages caused by

unauthorized disclosure of personal data, as

well as sensitive and confidential information,

and any unauthorized disclosure of any such

information may result in significant fines.

Climate risk

The Group has assessed whether climate

change or efforts to reduce carbon emissions

will negatively impact Zalaris’ business as a

provider of HCM services. The Group does

not consider this risk to be material, due to

the nature of these services. Zalaris supports

customers in managing their employees in a

manner which reduces its potential climate

impact through e.g. automated CO2 tracking

for employees. Refer to the ESG report for

2023 for a further analysis of risk factors

related to the environment.

Financial risk

A description of the Group’s key financial risk

exposure, including credit risk and liquidity risk,

follows below. Further details on the Groups

financial risk and risk management, including

the sensitivity analysis required by IFRS, can

be found in note 19 in the financial statements.

Credit risk

Zalaris’ customer portfolio consists mainly of

large, financially stable companies with high

credit ratings; thus, the Company considers

the credit risk to be low. The Group invoices

customers monthly and continuously monitors

incoming payments.

Liquidity risk

In order to be able to finance its operations

and mitigate the effects of fluctuations in cash

flows, the Group ensures that adequate cash

resources (i.e. cash and cash equivalents) are

readily available through existing cash balances

and/or by entering into financing arrangements.

In case of a breach of the terms and conditions

of such arrangement a lender may be entitled

to cancel the entire or part of the commitment.

Furthermore, if, for any reason or at any time,

the Company cannot get access to liquidity on

commercially acceptable terms and conditions

or at all, the business, results of operations

and financial condition of the Group may be

materially adversely affected.

Cash and cash equivalents were NOK 135.7

million as of 31 December 2023, compared to

NOK 91.8 million at the end of 2022. Most of

the Group’s debt with interest at year-end is

from a bond loan of EUR 40 million (NOK 449.6

million). The bond loan was refinanced during

2023 and matures in March 2028. At the end

of 2023, the Group had total interest-bearing

debt of NOK 450.7 million compared to NOK

380.6 million at the end of 2022. During 2023

the leverage, measured by dividing the net

interest bearing debt (interest bearing debt

less cash or cash equivalents) by the earnings

before interest, tax, depreciation and

amortisation, was reduced from 2.7 as of 31

December 2022 to 1.9 as of 31 December 2023.

Other financial risk

The Group’s main interest bearing debt is the

bond loan described above. The bond loan has

a floating interest rate linked to the 3 months

EURIBOR. As of 31 December 2023, the Group

had an interest coverage ratio (operating

profit divided by net interest expenses) of 1.97,

compared to 1.3 the previous year (leasing

interest excluded). During the last six months

the EURIBOR has increased significantly, and

a further material increase in the reference

interest rate may have a material adverse

effect on the Group’s financial condition.

The EUR 40 million bond loan accounts for

most of the interest bearing debt of the Group.

The Company is therefore exposed to changes

in the EUR/NOK exchange rate. This exposure

is partly offset by the net assets held in EUR

that foreign subsidiaries own, and the net

income that these subsidiaries generate.

The Group also holds cash deposits in foreign

currencies.

The Group receives revenues and incur costs

in several currencies. Approximately 78%

of the revenue and 75% of the costs are in

other currencies than NOK, and the Group’s

interest bearing debt is mainly denominated in

EUR. Changes in the relative values of these

currencies may adversely affect the Group’s

results of operations and financial condition.

The Group’s insurance coverage may under

certain circumstances not protect the Group

from all potential losses and liabilities that

could result from its operations, particularly

in relation to professional misconduct and/

or damages relating to cyber security crimes.

The occurrence of a loss or liability against

which the Group is not fully insured, could

have significant negative impact on the Groups

earnings and impair its ability to meet its

obligations under its indebtedness.

Despite the Group’s focus on reducing risks

through internal controls and risk management,

there will still be risk factors that cannot be

adequately handled through preventative

measures.

Corporate social responsibility,

the environment and employees

Zalaris aspires to achieve sustainable

development by balancing financial results,

value creation, sustainability and corporate

social responsibility (CSR). The Company’s

objective is to minimise Zalaris’ impact

on the environment and to maximize the

positive impact the Company has on working

conditions, society and customer satisfaction.

At the same time, Zalaris aims to support

its customers in visualising, driving and

documenting the same. The Company has

issued a separate ESG report for 2023, which

is available on www.zalaris.com.

Zalaris supports the United Nations Global

Compact, the United Nations Guiding OECD

Guidelines for Multinational Enterprises, the

International Bill of Human Rights, and the

core conventions of the International Labor

Organization (ILO).

The Group strives to make sustainability

a key part of all core business decisions,

the company governance structure, and

performance management. Zalaris will report in

accordance with EU’s Corporate Sustainability

Reporting Directive (CSRD) for 2024, as

this new legislation will be implemented

in Norwegian law during 2024. This will be

part of an integrated annual report issued

in 2025. This new directive updates and

strengthens the rules about the social and

environmental information that companies

have to report. To get ready for CSRD, we

have begun by conducting a double-materiality

assessment, and will be identifying any gaps

between our current reporting practices and

the requirements of the new directive. This

may require examining existing sustainability

frameworks and finding areas where data

collection, measurement, and reporting may

need to be upgraded. We will also communicate

more with stakeholders and understanding

their expectations for sustainability reporting.

The corporate social responsibility statement

according to Section 3-3c of the Norwegian

Accounting Act is below. More details and

information on the items are in the ESG report

for 2023.

Equal rights

Zalaris promotes the benefits of equality

and aims at being gender and “background”

neutral. The Company shall be a professional

workplace with an inclusive working

environment and respect for the International

Labor Organisation’s (ILO’s) fundamental

conventions.

Zalaris aims to have a balanced representation

of gender, age, ethnicity and religion. Zalaris

had 1,094 employees across 13 countries at

the end of 2023 (2022: 1,036). Women are

represented in all the Group’s companies

and units, comprising 61% (2022: 62%) of the

workforce. At the end of the year, the Group’s

corporate management team was 17% female

(2022: 17%). The Company aims to increase

female representation by actively seeking

and developing female talent. The board of

directors consist of three men (60%) and two

women (40%).

A statement of equality covering the

Norwegian part of the Group has been issued

as a separate report and is available on

www.zalaris.com.

Life-work balance and a

healthy lifestyle

Zalaris strives to ensure that employees of

either gender can combine their work and

private life effectively. The Company offers

leave arrangements, home office solutions

and part-time positions, as well as other ﬂexible

work arrangements to support this objective.

The Company organises programmes to

motivate its employees to stay physically

active while ensuring the availability of healthy

food in our canteens.

Health, safety and

environment (HSE) policy

The long-term business success of Zalaris

depends on our ability to live up to our values

of “Service Excellence, Quality-Focused

Processes and Employees – our key assets.”

Zalaris wants to continuously improve the

quality of its services, while contributing to

a positive working environment for its people.

Zalaris requires an active commitment to,

and accountability for, health and safety from

all employees and contractors. Line managers

have a leadership role in communicating,

implementing and ensuring compliance with

these policies and standards.

We are committed to:

• Protecting and striving to improve our

people’s health, safety and security at all

times, as well as eliminate “health and

safety” (HS)-related accidents.

• Setting HS performance objectives,

measuring results, assessing and continually

improving processes, services and product

quality through the use of an effective

management system.

• Working with management, employees and

employee representatives to create a

positive physical and psychological work

environment that maximizes the motivation

and teamwork for all impacted people.

• Planning for, responding to, and recovering

from any emergency, crisis or business

disruption.

• Developing services that can help our

customers monitor and act upon HS issues.

• Communicating openly with stakeholders

and ensuring an understanding of our

HS policies, standards, programmes and

performance.

Absences due to sick leave averaged 4.0%

in 2023 compared to 3.7% the previous year.

No incidents of injury or accidents in the

workplace were reported during 2023.

The environment

Pollution of the external environment because

of Zalaris’ operations is limited. Zalaris’

environmental impact is primarily linked to

energy consumption, travel and waste from

office activities. A further analysis of the Group’s

environmental impact will be done through a

double-materiality assessment, conducted in

accordance with the CSRD framework.

One of Zalaris’ environmental measures is to

provide all customer-facing IT operations in a

centralised infrastructure framework, which is

hosted in several energy-efficient data centres

and is powered by green, renewable, hydro-

powered energy.

Through Zalaris’ Travel Expense Solution,

the Company collects detailed information on

travel and consumption patterns. This allows

customers to monitor and follow up on the

frequency of travel by their employees. This is

a crucial environmental driver for businesses

and can be influenced. There is also a CO2

mapping feature in the solution, which enables

customers to automatically track the CO2

footprint for their business travel. In addition,

an app has been launched to allow employees

to track their commute patterns and report the

carbon emissions of these activities.

The Group’s environmental initiatives focus

on using organised recycling schemes for

obsolete IT equipment, reducing travel

activities through increased teleconferencing

and web meetings, such as MS Teams, and

responsible waste management.

All employees must consciously observe the

environmental impact of work-related activities

and select solutions, products and methods

that minimise any environmental impact. This is

described in the Company’s Code of Conduct.

The ESG report for 2023 has a separate

section on EU Taxonomy, which aims to

clarify what counts as eligible and aligned

environmentally sustainable activities. The

report includes an examination of the Group’s

turnover that meets the taxonomy criteria.

Business ethics

Zalaris’ Code of Conduct is an essential of the

Company’s governance framework. The Code

outlines the core values and ethical standards

that guide the Company’s value creation.

The Code applies to Zalaris ASA and any

subsidiary where Zalaris owns more than 50%

of the voting shares. It also applies to board

members, managers and other employees,

and anyone acting on behalf of the Company.

Zalaris’ Code of Conduct can be found on

Code of Conduct - Zalaris, and is further

explained in the ESG report for 2023.

Zalaris has a whistleblowing channel that

can be accessed on www.zalaris.com. The

whistleblowing channel lets anyone report

actions that are illegal, or suspected to be

illegal, and breaches of Zalaris ASAs’ Code of

Conduct and internal policies in a confidential

way. Zalaris ASA wants all employees, business

partners and stakeholders to use their right

to report their concerns so that negative

conditions can be corrected and keep our

high ethical standards.

Corporate Governance

principles

The Board of Directors of Zalaris ASA reviews

the company’s corporate governance annually.

The Board of Directors report on the company’s

corporate governance in accordance with the

Norwegian Accounting Act § 3-3b, the Oslo

Stock Exchange Rulebook II - Issuer Rules,

Chapter 4.4, and the Norwegian Code of

Practice for Corporate Governance (the “Code”).

Zalaris’ corporate governance policy is based

on, and complies with, the Norwegian Corporate

Governance Code and has been included in

a separate section of this annual report

(page 80 – 86).

Zalaris ASA have purchased and maintain

a Directors and Officers Liability Insurance

on behalf of the members of the Board of

Directors and CEO. The insurance additionally

covers any employee acting in a managerial

capacity and includes subsidiaries owned with

more than 50%. The insurance policy is issued

by a reputable, specialised insurer with an

appropriate rating. Directors’ & Officers’

Liability Insurance provides financial protection

to Zalaris’ directors, officers and any

employees that can incur personal liability for

claims made against them in respect of acts

committed, or alleged to have been committed,

in their capacity as such and as a result of an

error, omission or breach of duty.

Events after the reporting

period

No events have occurred after the balance

sheet date which have had a material effect

on the issued accounts.

Outlook

Zalaris has a positive outlook for future

revenue growth, as it has secured many large

new, long-term BPaaS/SaaS contracts within

the Managed Services division in the past

year. Several of which will become operational

during 2024 and early-2025. The pipeline

of new possible contracts remains strong,

supporting Zalaris’ target of an annual growth

rate of minimum 10%.

Significant scale benefits from the revenue

growth combined with continued cost

optimization from X-shoring, automation

and the use of AI will be the key drivers for

improved profitability going forward. Key

targets for 2024 include further automation

of our delivery processes and improved use

of our near- and offshore delivery centres

in Latvia, Poland, and India, for our German

operation.

Based on industry and market research

reports, Zalaris’ key markets, within multi-

country payroll and HR outsourcing, are

expected to experience continued growth

in the foreseeable future. The company is

well positioned to capture part of this growth

through a competitive technology platform

combined with a cost optimised skilled

workforce, best demonstrated by the multi-

country contracts with e.g. Metsä, Yunex Traffic

and Innomotics. Growth will also come from

expanding the services to existing customers,

including increased geographic coverage,

demonstrated by customers like Siemens,

Tryg, and Ericsson, and our recent signing

with a large global retailer.

Zalaris has been expanding its geographical

coverage both in Europe and the Asia-Pacific

region to strengthen its competitive position.

Whilst the Company previously established

its own subsidiaries in new countries, an

important revised expansion strategy has

been implemented using in-country partners,

deploying Zalaris’ PeopleHub solution. This

secures low risk profitable global geographic

expansion, even for low and moderately sized

employee volumes. The global macro picture

with high inflation, increased interest rates,

and fear of recession, have so far not impacted

our business negatively. The strong pipeline

of available opportunities indicate that this

trend will continue.

However, we are experiencing upward

pressure on salaries, and the recruitment of

Adele Norman Pran

Chair of the Board

Erik Langaker

Board Member

Liselotte Hägertz Engstam

Board Member

Hans Petter Mellerud

Chief Executive Officer

Jan M. Koivurinta

Board Member

Kenth Eriksson

Board Member

new skilled employees is challenging in some

markets. Most of our long-term contracts within

the Managed Services Division have provisions

for the annual indexation of salaries. Historically,

we have seen an increased interest in the

market for outsourcing in a recessionary

environment. This is when companies

traditionally are required to focus on

operational efficiencies and cost reductions.

The underlying fundamentals remain strong

and Zalaris has a solid pipeline of potential

new sales in all regions.

Oslo, 10 April 2024

Statement by the Board of Directors and the CEO

We hereby confirm that the consolidated

financial statements and the financial

statements for the parent company for the

period 1 January 2023 to 31 December 2023,

to the best of our knowledge, have been

prepared in accordance with applicable

accounting standards and that the information

in the financial statements provides a true

and fair view of the Group’s and the parent

company’s assets, liabilities, financial position,

and results as a whole.

We also hereby declare that the annual report

provides a true and fair view of the financial

performance and position of the Group and

the parent company, as well as a description of

the principal risks and uncertainties facing the

Group and the parent company.

Oslo, 10 April 2024

Adele Norman Pran

Chair of the Board

Erik Langaker

Board Member

Liselotte Hägertz Engstam

Board Member

Hans Petter Mellerud

Chief Executive Officer

Kenth Eriksson

Board Member

Jan M. Koivurinta

Board Member

“Zalaris PeopleHub is the solution

of our choice. Our expectations

were met, and we are happy

to present this solution to our

employees for their benefit.

Together with Zalaris we will

continue to develop and nurture

this relationship with ongoing

support and application

maintenance.”

— Director of IT, Marston’s PLC

Financial Statement – Consolidated Group

Consolidated Group Annual Accounts Report

2023 for Zalaris ASA

The consolidated group annual accounts report for Zalaris ASA

contains the following documents:

• Consolidated Statement of Profit and Loss

• Consolidated Statement of Comprehensive Income

• Consolidated Statement of Financial Position

• Consolidated Statement of Cash Flows

• Consolidated Statement of Changes in Equity

• Consolidated Notes to the Financial Statement

The consolidated financial statements, which have been drawn up by

the Board and management, should be read in relation to the Annual

Report and the independent auditor’s opinion.

Consolidated statement of profit or loss for the period ended 31 December

(NOK 1000) Notes 2023 2022

Revenue 2,3 1 131 209 892 743

Operating expenses

License expense 99 527 80 198

Personell expenses 4 584 324 483 824

Other operating expenses 5 284 751 222 537

Depreciation and impairments 10 4 269 3 908

Depreciation right-of-use assets 11 23 002 18 535

Amortisation intangible assets 9 31 068 28 409

Amortisation implementation costs customer projects 3 33 765 31 638

Total operating expenses 1 060 706 869 049

Operating profit 70 503 23 694

Financial items

Financial income 6 8 557 7 565

Financial expense 6,16,19 (82 781) (47 667)

Net financial items (74 224) (40 102)

Profit/(loss) before tax from continuing operations (3 721) (16 408)

Tax expense 7 9 173 (6 295)

Profit/(loss) for the period from continuing operations 5 452 (22 703)

Profit/(loss) after tax for the year from discontinued operations 23 (8 414) (16 018)

Profit/(loss) for the year (2 962) (38 721)

(NOK 1000) Notes 2023 2022

Profit attributable to:

- Owners of the parent (2 122) (37 118)

- Non-controlling interests (841) (1 602)

Earnings per share:

Basic earnings per share (NOK) 8 (0.14) (1.79)

Diluted earnings per share (NOK) 8 (0.14) (1.79)

Earnings per share for continuing operations:

Basic earnings per share (NOK) 0.25 (1.05)

Diluted earnings per share (NOK) 0.22 (1.05)

Consolidated statement of comprehensive income for the period ended 31 December

(NOK 1000) Note 2023 2022

Profit for the period (2 962) (38 721)

Other comprehensive income

Items that may be reclassified to profit and loss in subsequent periods

Currency translation differences 29 760 11 290

Total other comprehensive income 29 760 11 290

Total comprehensive income 26 798 (27 431)

Total comprehensive income attributable to:

- Owners of the parent 27 639 (25 829)

- Non-controlling interests (841) (1 602)

Consolidated statement of financial position as at 31 December

(NOK 1000) Note 2023 2022

ASSETS

Non-current assets

Intangible assets 9 118 126 119 141

Goodwill 9 209 443 195 834

Total intangible assets 327 569 314 975

Deferred tax asset 7 52 065 29 837

Fixed assets

Right-of-use assets 11 44 853 48 363

Property, plant and equipment 10 35 186 33 088

Total fixed assets 80 039 81 450

Total non-current assets 459 673 426 263

Current assets

Trade accounts receivable 12 262 690 191 715

Customer projects assets 3 197 106 135 359

Other current assets 13 46 083 48 225

Cash and cash equivalents 14 135 722 91 796

Total current assets 641 601 467 095

Assets held for sale 23 10 275 12 384

TOTAL ASSETS 1 111 549 905 742

Consolidated statement of financial position for the period ended 31 December

(NOK 1000) Note 2023 2022

EQUITY AND LIABILITIES

Equity

Paid-in capital

Share capital 15 2 165 2 159

Other paid in equity 21 481 10 039

Share premium 143 045 141 898

Total paid-in capital 166 691 154 095

Other equity 14 519 14 519

Retained earnings 24 190 (3 417)

Equity attributable to equity holders of the parent 205 400 165 197

Non-controlling interest (2 443) (1 602)

Total equity 202 957 163 595

Liabilities

Non-current liabilities

Deferred tax liability 7 27 418 23 899

Interest-bearing loans and borrowings 16 439 964 10 891

Other long-term liabilities - 659

Lease liabilities 11 28 585 32 328

Total long-term liabilities 495 967 67 778

(NOK 1000) Note 2023 2022

Current liabilities

Trade accounts payable 38 159 45 407

Customer projects liabilities 3 182 588 103 744

Interest-bearing loans 16 10 757 369 693

Lease liabilities, short term 11 18 469 17 783

Income tax payable 7 4 537 3 270

Public duties payable 44 621 37 686

Other short-term liabilities 18 108 815 92 003

Total short-term liabilities 407 946 669 586

Liabilities directly associated with the assets held for sale 23 4 679 4 783

Total liabilities 908 592 742 147

TOTAL EQUITY AND LIABILITIES 1 111 549 905 742

Adele Norman Pran

Chair of the Board

Erik Langaker

Board Member

Liselotte Hägertz Engstam

Board Member

Hans Petter Mellerud

Chief Executive Officer

Kenth Eriksson

Board Member

Jan M. Koivurinta

Board Member

Oslo, 10 April 2024

Consolidated statement of cash flow for the period ended 31 December

(NOK 1000) Note 2023 2022

Cash flow from operating activities

Profit (Loss) before tax from continued operation (3 721) (16 408)

Profit (Loss) before tax from discontinued operation (10 787) (20 536)

Net financial items 6 74 225 40 103

Share based program 22 11 575 8 706

Depreciation and impairments 10 4 269 3 907

Depreciation right-of-use assets 11 23 002 18 535

Amortisation intangible assets 9 31 068 28 409

Capitalisation implementation costs customer projects 3 (89 272) (67 771)

Depreciation implementation costs customer projects 3 33 765 31 638

Customer project revenue deferred 3 104 139 62 134

Customer project revenue recognised 3 (29 408) (20 807)

Taxes paid 7 (11 452) (14 356)

Changes in accounts receivable 12,19 (70 975) (50 318)

Changes in accounts payable 19 (7 248) 27 150

Changes in other items 35 100 (10 020)

Interest received 6 2 585 308

Interest paid 6 (38 317) (20 252)

Net cash flow from operating activities 58 547 422

(NOK 1000) Note 2023 2022

Cash flows to investing activities

Investment in fixed and intangible assets 9,10 (33 868) (27 845)

Investment in fixed and intangible assets business combinations 23 -

Acquistion of subsidiaries, net of cash 23 - (11 317)

Net cash flow from investing activities (33 868) (39 162)

Cash flows from financing activities

Sale of own shares 881 -

Buyback of own shares - (17 768)

Contribution from minority shareholder 293 2 203

Payment of lease liabilities 11 (22 790) (17 884)

New loan 19 440 796 -

Repayment of loan 19 (400 547) (2 901)

Dividend payments to owners of the parent 15 - (7 558)

Net cash flow from financing activities 18 633 (43 908)

Net changes in cash and cash equivalents 43 312 (82 648)

Net foreign exchange difference (796) (120)

Cash and cash equivalents at the beginning of the period 93 456 176 224

Cash and cash equivalents at the end of the period 135 970 93 456

Consolidated statement of changes in equity for the period ended 31 December

(NOK 1000) Note

capital

Own

premium

Other paid

in equity

Total paid-

in equity

"Other

equity"

Retained

earnings

Currency

revaluation reserve Total

Non-controlling

interests Total equity

Equity at 01.01.2022 2 214 (29) 157 370 3 657 163 211 14 519 54 607 (23 328) 209 009 - 209 009

Profit of the year - (37 119) (37 119) (1 602) (38 721)

Other comprehensive income - 11 290 11 290 11 290

Purchase of own shares (35) (17 743) (17 778) (17 778) (17 778)

Share based payments 8 662 8 662 8 662 8 662

Exercise of share based payments 10 2 271 (2 281) - - -

Other changes - (1 309) (1 309) (1 309)

Dividend - (7 558) (7 558) (7 557)

Equity at 31.12.2022 2 214 (54) 141 898 10 038 154 096 14 519 8 622 (12 038) 165 199 (1 602) 163 595

Equity at 01.01.2023 2 214 (54) 141 898 10 038 154 096 14 519 8 622 (12 038) 165 199 (1 602) 163 595

Profit/(loss) of the year - (2 122) (2 122) (841) (2 962)

Other comprehensive income - 29 760 29 760 29 760

Share based payments 11 575 11 575 11 575 11 575

Exercise of share based payments 1 131 (132) - (5) (5) (5)

Employee share purchase program 4 1 015 1 019 (139) 880 880

Other changes 8 - 113 113 113

Equity at 31.12.2023 2 214 (49) 143 044 21 481 166 690 14 519 6 469 17 722 205 400 (2 443) 202 957

Note 1 Accounting

principles and basis

for preparation

The Zalaris Group consists of Zalaris ASA and

its subsidiaries. Zalaris ASA is a limited liability

company domiciled in Norway. The Group’s

main office is in Hoffsveien 4, Oslo, Norway.

The Group is a provider of payroll and human

capital management solutions.

The consolidated financial statements of

Zalaris for the period ending on 31 December

2023 were approved in a board meeting on

10 April 2024.

1.1 The basis for the

preparation of the financial

statements

The Group’s consolidated financial statements

of Zalaris ASA for the accounting year 2023

are prepared in accordance with ‘IFRS

Accounting Standards as adopted by the EU.

The consolidated financial statements are

based on the principles of historic cost,

apart from financial instruments which are

recognised at fair value. The consolidated

financial statements have been prepared

based on the going concern principle.

1.2 Accounting principles

Basis of consolidation

The consolidated financial statements

comprise the financial statements of Zalaris

ASA and its subsidiaries (together referred

to as “the Group”). Subsidiaries are all

entities controlled by the Company. Control

is achieved where the Company has the

power to govern the financial and operating

policies of an entity to obtain benefits from its

activities. The results of subsidiaries acquired

or disposed during the year are included in

the consolidated financial statement from

the date when control is obtained, to the

date the Group no longer has control. The

financial statements of the subsidiaries are

prepared for the same reporting period as the

Parent Company, using consistent accounting

policies. All intercompany balances and

transactions have been eliminated upon

consolidation.

The acquisition of a subsidiary is considered

on a case-by-case basis to determine

whether the acquisition should be deemed

as a business combination or as an asset

acquisition.

Business combinations are accounted for

using the acquisition method of accounting.

The consideration transferred for the

acquisition of a subsidiary is the fair values of

the assets transferred, the liabilities incurred,

and the equity interests issued by the Group.

The consideration transferred includes the

fair value of any asset or liability resulting

from a contingent consideration arrangement.

Transaction costs are expensed as incurred.

The excess of the consideration transferred

over the fair value of the identifiable net

assets of the subsidiary acquired is recorded

as goodwill. When acquisitions are deemed

as asset acquisitions no deferred tax on initial

differences between carrying values and tax

bases are recorded, nor are any goodwill

recorded at the date of acquisition.

Foreign currency

Functional currency, presentation currency

and consolidation:

The Group’s presentation currency is

Norwegian Kroner (NOK). The functional

currency of the Parent Company is NOK.

For consolidation purposes, the balance

sheet figures for subsidiaries with a different

functional currency than NOK are translated

into the presentation currency (NOK) at the

rate applicable at the balance sheet date.

Income statements are translated at the

average monthly exchange rate. Exchange

differences from translating subsidiaries are

recognised in other comprehensive income.

Transactions in foreign currency

Foreign currency transactions are translated

into the functional currency using the

exchange rates at the transaction date.

Monetary balances in foreign currencies

are translated into the functional currency

at the exchange rates on the date of the

balance sheet. Foreign exchange gains and

losses resulting from the settlement of such

transactions and from the translation of

monetary assets and liabilities denominated

in foreign currencies are recognised in the

statement of profit or loss.

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 that reflects the consideration to

which the Group expects to be entitled in

exchange for those goods or services.

The Group’s revenue consists of revenue

from providing payroll and HR services, so-

called Managed Services. Managed Services

does also include cloud services. The other

segment is Professional Services, which,

basically is consulting services.

Managed Services; the revenue from

contracts related to outsourcing consists

of a basic fixed fee and variable revenue

based on a number of factors such as the

number of employees, pay slips and expense

claims produced. All the above-mentioned

deliverables are highly interrelated and are

therefore considered to not be separate

identifiable, i.e. one performance obligation.

Revenue from outsourcing contracts is also

recognised over time, since the customer

simultaneously receives and consumes the

benefits provided by the Group.

Cloud services, a part of Managed Services,

delivered by the Group may comprise of

several deliverables (monthly services,

hosting, licenses etc.) The hosting of

program solutions is either on the Group’s

platform or third-party platform. All the

deliverables are highly interdependent and

are therefore deemed to be one performance

obligation. The revenue from cloud services

is recognised over time, since the customer

simultaneously receives and consumes the

benefits provided by the Group.

Revenue from Professional Services contains

one performance obligation, i.e. consultant

services. The revenue from these contracts

is recognised over time since the customer

simultaneously receives and consumes

the benefits provided by the Group. The

measurement of progress is based on hours.

Costs related to customer contracts are

expensed as incurred. However, a portion

of costs incurred in the initial phase of

outsourcing contracts (transition and/or

transformation costs) may be deferred when

they are costs specific to a given contract,

generate or enhance the Group’s resources

that will be used in satisfying performance

obligations in the future, and are recoverable.

These costs are “costs to fulfill a contract” and

are recognised as customer project assets.

The deferred costs are expensed evenly over

the period when the outsourcing services are

provided. The amortisation of deferred cost is

presented in the Statement of Profit and Loss

in the line item “amortisation implementation

costs customer projects”. These costs are

accrued before startup of the delivery. The

customer’s acceptance of startup signifies

the recognition of the delivery and revenue

is hence rendered from this date forward.

Contract balances

Contract assets: A contract asset is the right

to consideration in exchange for goods or

services transferred to the customer. If the

Group is transferring goods or services

to a customer before the customer pays

consideration or before payment is due, a

contract asset is recognised for the earned

consideration that is conditional.

Trade receivables: A receivable represents

the Group’s right to an amount of

consideration that is unconditional.

Contract liabilities: A contract liability is the

obligation to transfer goods or services to a

customer for which the Group has received

consideration (or an amount of consideration

is due) from the customer. If a customer pays

consideration before the Group transfers

goods or services to the customer, a contract

liability is recognised when the payment is

made. Contract liabilities are recognised

as revenue when the Group fulfills the

performance obligation(s) under the contract.

The Group may receive prepayments from

customers in the implementation phase of

outsourcing projects. The payments are

recognised as contract liabilities (“customer

project liabilities”) and recognised as revenue

over the period the Group fulfills the related

performance obligation.

Principal versus agent considerations

(Cloud services)

For Cloud services the Group delivers

services partly based on a SAP-license. Where

hosting services are delivered from the Group

together with other services rendered, the

customer will have to discontinue the hosting

service upon a termination of the contract.

Where the hosting is rendered by a third party

there is a possibility for the customer

to continue to receive the hosting service, but

without the add-ons and services rendered by

the Group. This will leave the customer with a

different product, and hence the Group is the

principal supplier of cloud services as

a whole.

Consideration

The Group’s revenue is determined on

contractual pricing connected to delivered

services within a certain period. Outsourcing

and Cloud services revenue is based

on rendered service in the period while

consulting services are invoiced based on

hourly performance. The is no right of return

of the services sold by the Group.

If the consideration in a contract includes

a variable amount, the Group estimates the

most likely amount of consideration to which

it will be entitled in exchange for transferring

the good or service to the customer. The

variable consideration is estimated at

contract inception and constrained until it

is highly probable that a significant revenue

reversal in the amount of cumulative revenue

recognised will not occur when the associated

uncertainty with the variable consideration is

subsequently resolved.

Consideration of significant financing

component in a contract

The Group invoices for delivered services

throughout the contractual period. Some of

these services are short-term financed by the

Group while outsourcing contracts contains

an element of financing over the contract

periods. However, the financing of customer

project is not considered to be significant.

For contracts with duration of 12 months

or less the Group has chosen to apply

the practical expedient not to adjust any

prepayments form customers.

Income tax

Income tax expense for the period comprises

current tax expense and deferred tax

expense. 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. Items of the other

comprehensive income presented net of

related tax effects in the Statement of Other

Comprehensive Income.

Deferred tax assets and liabilities are

calculated based on existing temporary

differences between the carrying amounts

of assets and liabilities in the financial

statement and their tax bases, together with

tax losses carried forward at the balance

sheet date. Deferred tax assets and liabilities

are calculated based on the tax rates and

tax legislation that are expected to apply

when the assets are realised or the liabilities

are settled, based on the tax rates and

tax legislation that have been enacted or

substantially enacted on the balance sheet

date. Deferred tax assets are recognised only

to the extent that it is probable that future

taxable profits will be available against which

the assets can be utilised. Deferred tax assets

and liabilities are not discounted. Deferred 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 taxes assets and liabilities relate

to income taxes levied by the same taxation

authority on the same taxable entity.

The companies included in the consolidated

financial statement are subject to income tax

in the countries where they are domiciled.

Intangible assets: Internally developed

software

Costs related to internally developed

software are capitalised to the extent that

a future economic benefit associated with

the development of identifiable intangible

assets and costs can be reliably measured.

Otherwise, the costs are expensed as

incurred. Capitalised development is

amortised over their useful lives. Research

costs are expensed as incurred.

Fixed assets

Fixed assets are valued at cost less

accumulated depreciation and impairment

losses. When assets are sold or disposed of,

the gross carrying amount and depreciation

are derecognised, and any gain or loss on the

sale or disposal is recognised in the income

statement.

The gross carrying amount of fixed assets is

the purchase price, including duties/taxes and

direct acquisition costs related to making the

fixed asset ready for use.

The depreciation periods and methods are

assessed each year. The residual value is

estimated every year-end and changes in the

estimate for residual value are accounted for

as an estimation change. The residual value of

the Group’s fixed assets is estimated to be nil.

Leases

Zalaris has applied IFRS 16 according to the

following principles:

a) Identifying a lease

At the inception of a contract, Zalaris 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 in exchange for

consideration. To determine whether a contract

conveys the right to control the use of an

identified asset, the Group assesses whether:

• The agreement creates enforceable rights

of payment and obligations

• The identified asset is physically distinct

• It has the right to obtain substantially all of

the economic benefits from use of the asset

• It has the right to direct the use of the asset

• The supplier does not have a substantive

right to substitute the asset throughout the

period of use

b) Zalaris as a lessee

Separating components in the lease contract

Zalaris accounts for each lease component

within the contract as a lease separately from

non-lease components of the contract. Non-

lease components, such as other occupancy

costs related to office lease agreements, are

accounted for by applying other applicable

standards.

c) Recognition of leases and exemptions

At the lease commencement date, Zalaris

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 (NOK 50,000 or less)

For these leases, Zalaris recognises the lease

payments as other operating expenses in the

statement of profit or loss when they incur.

d) Measuring the lease liability

The lease liability is initially measured at

the present value of the lease payments

for the right to use the underlying asset

during the lease term that are not paid at

the commencement date. The lease term

represents the non-cancellable period of the

lease, together with both periods covered by

an option to extend the lease when Zalaris is

reasonably certain to exercise that option, and

periods covered by an option to terminate

the lease when Zalaris is reasonably certain

not to exercise that option. Based on relevant

circumstances, Zalaris does consider whether

to exercise extension options or termination

options or not when determining the lease

term. Zalaris is not expecting the terms for

the extension period to be lower than the

current market price at the time of execution

of an extension period compared to similar

lease agreements. The Group continuously

evaluates more cost-effective leases as

the business does not have assets that are

particularly important.

The lease payments included in the

measurement comprise of:

• Fixed lease payments (including

in-substance fixed payments), less any

lease incentives receivable

• Variable lease payments that depend on an

index or a rate, initially measured using the

index or rate as at the commencement date

Zalaris presents its lease liabilities as separate

line items in the statement of financial

position.

e) Measuring the right-of-use asset

The right-of-use asset is initially measured

at cost. The cost of the right-of-use asset

comprise:

• The amount of the initial measurement

of the lease liability

• Any lease payments made at or before

the commencement date, less any lease

incentives received

• Any initial direct costs incurred by the

Group

The right-of-use asset is subsequently

measured at cost less accumulated

depreciation and impairment losses. 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 has elected to

not apply the revaluation model for its right

of use asset for leased buildings.

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.

The Group presents its right-of-use assets

as separate line items in the consolidated

statement of financial position.

Trade and other receivables

Trade and other receivables are non-

derivative financial assets with fixed

or determinable payments that are not

quoted in an active market. After initial

measurement, such financial assets are

subsequently measured at amortised cost

using the effective interest rate method, less

impairment. Amortised cost is calculated

by considering any discount or premium

on acquisition and fees or costs that are an

integral part of the effective interest rate. The

effective interest rate amortisation is included

in finance income in the statement of profit or

loss. The losses arising from impairment are

recognised in the statement of profit or loss in

finance costs for loans and in cost of sales or

other operating expenses for receivables.

Trade receivables that do not contain a

significant financing component, as defined

by IFRS 15 – Revenue from Contracts with

Customers, measured at the transaction price

(e g, invoice amount excluding costs collected

on behalf of third parties, such as sales taxes).

Determining whether a significant financing

component exists involves considering

things like the difference between the cash

price for an asset and the transaction price

in the contract, the term of the receivable

and prevailing interest rates. As a practical

expedient, Zalaris presumes that a trade

receivable does not have a significant

financing component if the expected term

is less than one year. According to IFRS 9,

Zalaris can recognise a loss allowance based

on lifetime ECLs (Expected Credit Loss) after

the simplified approach if the asset does not

consist of a significant financing component

in accordance with IFRS 15. Zalaris uses a

provision matrix as a practical approach for

measuring expected credit losses for trade

receivables. The provision matrix is based

on historical default rates within different

ranges of overdue receivables for groupings

of trade receivables that share similar default

patterns. Groupings are made based on

segment and product type. The provision

matrix is also calibrated based on assessment

of current and future financial conditions.

For instance, if forecast economic conditions

(i.e., gross domestic product) are expected

to deteriorate over the next year, which can

lead to an increased number of defaults in the

manufacturing sector, the historical default

rates are adjusted. At every reporting date,

the historical observed default rates are

updated and changes in the forward-looking

estimates are analyzed.

The assessment of the correlation between

historical observed default rates, forecast

economic conditions and ECLs is a significant

estimate. The amount of ECLs is sensitive

to changes in circumstances and of forecast

economic conditions. The Group’s historical

credit loss experience and forecast of

economic conditions may also not be

representative of the customer’s actual

default in the future.

Cash and cash equivalents

Cash and the equivalents include cash on

hand, deposits with banks and other short-

term highly liquid investments with original

maturities of three months or less.

Financial liabilities

The Group’s financial liabilities include trade

and other payables, loans and borrowings

including bank overdrafts, and derivative

financial instruments. The measurement

of financial liabilities depends on their

classification. Financial liabilities at fair value

through profit or loss. Financial liabilities

at fair value through profit or loss includes

derivative financial instruments entered by

the Group that are not designated as hedging

instruments in hedge relationships as defined

by IFRS 9.

Borrowing costs directly attributable to the

acquisition, construction or production of

an asset that necessarily takes a substantial

period to get ready for its intended use or

sale are capitalised and amortised over

borrowing period. All other borrowing costs

are expensed in the period in which they

occur. Borrowing costs consist of interest and

other costs that an entity incurs in connection

with the borrowing of funds as defined in

IAS 23.

Gains and losses are recognised in profit or

loss when the liabilities are derecognised. For

further information see note 19.

Financial liabilities at amortised cost

(loans and borrowings)

This is the category most relevant to the

Group. 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 considering

any discount or premium on acquisition and

fees or costs that are an integral part of

the EIR. The EIR amortisation is included as

finance costs in the statement of profit or loss.

This category generally applies to interest-

bearing loans and borrowings.

Pension plans

The Group has mainly defined contributions

plans. Contributions are paid to pension

insurance plans and charged to the income

statement in the corresponding period. Once

the contributions have been paid, there are

no further payment obligations. See note 17

for more information.

Earnings per share

The calculation of basic earnings per share

is based on the profit attributable to ordinary

shares using the weighted average number of

ordinary shares outstanding during the year

after deduction of the average number of

treasury shares held over the period.

The calculation of diluted earnings per share

is consistent with the calculation of the basic

earnings per share, but gives at the same time

effect to all dilutive potential ordinary shares

that were outstanding during the period, by

adjusting the profit/loss and the weighted

average number of shares outstanding for the

effects of all dilutive potential shares, i.e.:

• The profit/loss for the period attributable

to ordinary shares is adjusted for changes

in profit/loss that would result from the

conversion of the dilutive potential ordinary

shares.

The weighted average number of ordinary

shares is increased by the weighted average

number of additional ordinary shares that

would have been outstanding assuming the

conversion of all dilutive potential ordinary.

Share-based compensation

The Group operates an equity-settled

compensation plan, under which the

entity receives services from employees

as consideration for equity instruments

(options and restricted stock units (RSUs)) of

the Group. The fair value of the employee

services received in exchange for the grant

of the options or RSUs is recognised as an

expense (payroll expenses) over the vesting

period. The total amount to be expensed is

determined by reference to the fair value of

the options and RSUs granted:

• Including any market performance

conditions (e.g., an entity’s share price)

• Excluding the impact of any service and

non-market performance vesting conditions

• Including the impact of any non-vesting

conditions

At the end of each reporting period, the

Group revises its estimates of the number of

options and RSUs that are expected to vest

based on the non-market vesting conditions

and service conditions. It recognises the

impact of the revision to original estimates,

if any, in the income statement, with a

corresponding adjustment to equity. If options

are forfeited, the expenses relating to those

options are reversed. The fair value of the

options which have been estimated at the

grant date and are not subsequently changed.

When the options are exercised, and the

Company elects to issue new shares, the

proceeds received in net of any directly

attributable transaction costs are credited

to share capital (nominal value) and share

premium.

1.3 New and amended

standards and interpretations

Below are comments on the standards

relevant for the Zalaris Group.

Standards issued and effective

The following standards effective as of

1st January 2023 (or before) have been

considered for the presentation of the

accounts where applicable.

• Disclosure of Accounting Policies

– Amendments to IAS 1 and IFRS Practice

Statement 2

• Definition of Accounting Estimates

– Amendments to IAS 8

The following standards effective as of 1st

January 2023 (or before) does not have any

material implication for the Group, and hence

had no effect on the figures presented as at

31 December 2023.

• IFRS 17 Insurance Contracts

• Deferred Tax related to Assets and

Liabilities arising from a Single Transaction

– Amendments to IAS 12

• OECD Pillar Two Rules

Standards issued but not yet effective

Standards, amendments, and interpretations

to existing standards that are not yet effective

and for which early adoption has not been

applied by the Group, are listed below. The

Group will adopt these new and amended

standards and interpretations, if applicable,

when they become effective.

• Classification of Liabilities as Current

or Non-current – Amendments to IAS 1

Non-current Liabilities with Covenants

– Amendments to IAS 1 (2024-01)

• Lease Liability in a Sale and Leaseback

– Amendments to IFRS 16 (2024-01)

• Supplier finance arrangements

– Amendments to IAS 7 and IFRS 7

(2024-01)

• Sale or contribution of assets between an

investor and its associate or joint venture

– Amendments to IFRS 10 and IAS 28

(N/A – postponed since 2015)

The group is evaluating the Amendment to

IAS 1 and IFRS Practice Statement 2 and how

and if this will have have significant effect.

The other amendments are expected to

not have significant effect on the financial

statements when implemented / effective.

1.4 Key sources of estimation

uncertainty and critical

accounting judgments

The preparation of the financial statements in

accordance with IFRS requires management

to make judgments, use estimates and

assumptions that affect the reported amounts

of assets and liabilities, income and expenses.

The estimates and associated assumptions

are based on historical experience and

various other factors that are considered

to be reasonable under the circumstances.

The estimates and underlying assumptions

are reviewed on an ongoing basis. The

management does not assess that there are

any specific areas for which there has been

much estimation uncertainty.

Critical accounting

judgements

Customer projects

Revenues from outsourcing agreements are

recognised over the term of the contract as the

services are rendered. The related costs are

recognised as they are incurred. However, a

portion of costs incurred in the initial phase of

outsourcing contracts may be deferred when

they are specific to a given contract, relate to

future activity on the contract, will generate

future economic benefits and are recoverable.

These costs are capitalised as “customer

projects assets” and any prepaid revenues

by the client are presented separately as

“customer projects liabilities” in the statement

of financial position. When calculating cost, the

hourly rates applied are based on estimates.

The deferred costs are expensed evenly

over the period the outsourcing services

are provided and included in the line item

“Amortisation implementation cost customer

projects”. Prepayments from customers

related to performance obligations that are

satisfied over time are recognised as revenue

over the period of which the performance

obligation is satisfied.

The principle requires management to ensure

routines for correct and complete allocation

of cost and prepaid revenues to the individual

customer project and updated and accurate

rates to be applied in the cost estimation.

Capitalised customer projects are tested at

least annually for impairment.

Capitalization of intangible assets

Development costs of software have been

capitalised as intangible assets to the extent

it is assessed that future benefits can be

substantiated. Judgment must be applied in

determining which amount of expenses can

be capitalised.

Impairment of non-financial assets

Impairment exists when the carrying value of

an asset or cash generating unit exceeds its

recoverable amount, which is the higher of its

fair value less costs of disposal and its value

in use. The value in use calculation is based

on a DCF model. The cash flows are derived

from the budget for the next five years and

do not include restructuring activities that the

Group is not yet committed to or significant

future investments that will enhance the

performance of the assets of the CGU being

tested. The recoverable amount is sensitive

to the discount rate used for the DCF model

as well as the expected future cash-inflows

and the growth rate used for extrapolation

purposes. These estimates are most

relevant to goodwill or customer contracts

recognised by the Group on acquisition.

The key assumptions used to determine the

recoverable amount for the different CGUs,

including a sensitivity analysis, are disclosed,

and further explained in Note 9.

If there are any indications of impairment, the

Group will test if carrying amounts exceed its

recoverable amount (higher of fair value less

cost to sell and its value in use). Determining

recoverable amount requires that the

management makes several assumptions

related to future cash flows from these assets

which may involve high degree of uncertainty.

As of 31 December, no indication of impairment

was identified.

Deferred tax asset

Deferred tax assets are recognised in the

different entities where it is expected to be

utilised within the jurisdiction in question, and

according to expected future profits in the

same jurisdiction.

Share-based payments

Estimating fair value for share-based payment

transactions requires determination of the

most appropriate valuation model, which

depends on the terms and conditions

of the grant. This estimate also requires

determination of the most appropriate

inputs to the valuation model including

the expected life of the share option and

RSUs or appreciation right, volatility and

dividend yield and making assumptions

about them. The fair value of the RSUs is the

weighted average share price at the grant

date. The assumptions and models used for

estimating fair value for share-based payment

transactions are disclosed in Note 22.

Note 2 – Segment

information

The Corporate Management Team is the

Chief Operating Decision Maker (CODM)

and monitors the operating results of its

business units separately for the purpose of

making decisions about resource allocation

and performance assessment. Segment

performance is evaluated based on profit or

loss and is measured consistently with profit or

loss in the consolidated financial statements.

The Group is organised into business units

based on its main products and services and

has two reportable segments, as follows:

The Managed Services segment, which

includes a full range of payroll and HR

outsourcing services, such as payroll

processing, time and attendance, travel

expenses as well as related cloud system

solutions and services. This includes

additional cloud-based HR functionality to

existing outsourcing customers such as talent

management, digital personnel archive,

HR analytics, mobile solutions, etc. These

services are predominantly of a recurring

nature and are generally based on long-term

contracts (3 - 7 years).

The Professional Services segment, which

includes the implementation of SAP HCM &

Payroll and SuccessFactors, based on Zalaris

templates, or implementation of customer-

specific functionalities. This segment unit

also assists customers with cost-effective

maintenance and support of customers’ own

on-premises SAP solutions (“AMO”). The AMO

services are generally of a recurring nature,

and much of the services are based on long-

term customer relationships.

For internal reporting and management

purposes the financial information is

organised by the two business segments by

geography.

During 2022, Zalaris established a new

geographical region, encompassing the Asia-

Pacific (APAC), headquartered in Australia.

The new region offers products and services

from both Professional Services and Managed

Services. The region, which is a greenfield

investment, is not classified as a separate

business segment, but is reported separately

until it has reached a sustainable business

level, for information purposes.

Items that are not allocated to business

segments are mainly intercompany sales,

interest-bearing loans and other associated

expenses and assets related to administration

of the Group. The Group’s executive

management is the chief decision maker in

the Group. The investing activities comprise

the total cost in the period for the acquisition

of assets that have an expected useful life of

more than one year.

the entity generating the revenue, which, to a

large extent, corresponds to the geographical

location of the customers.

The Group has no single customer, which

accounts for more than 10% of the total revenue

(ref. largest customer in the table above).

Geographic information

The Group’s operations are carried out in

several countries, and information regarding

revenue based on geography is provided

below. Information is based on location of

2023

Managed Professional Gr.Ovhd & (NOK 1000)ServicesServices APACUnallocated TotalRevenue, external 819 575 291 170 20 465 - 1 131 210 Operating expenses (658 506) (252 430) (26 857) (30 809) (968 602)EBITDA 161 069 38 740 (6 392) (30 809) 162 608 Depreciation and amortisation (51 511) (8 426) (974) (31 193) (92 104)EBIT 109 558 30 314 (7 366) (62 002) 70 504 Net financial income/(expenses) (74 225) (74 225)Income tax 9 173 9 173 Profit for the period 109 558 30 314 (7 366) (127 054) 5 452 Cash flow from investing activities (33 868)

2023 2022MS PS NOK 1000 as % of total MS PS NOK 1000 as % of totalNorway 227 252 1 066 228 318 20% 198 785 1 067 199 852 22%Northern Europe, 326 416 1 741 328 157 29% 263 341 3 150 266 491 30%excluding NorwayCentral Europe 231 544 235 745 467 289 41% 160 714 213 968 374 682 42%UK & Ireland 34 505 52 478 86 983 8% 21 952 24 962 46 914 5%APAC 8 406 12 059 20 465 2% - 4 803 4 803 1%Total 828 123 303 089 1 131 212 100% 644 792 247 950 892 742 100%

2022

Managed Professional Gr.Ovhd & (NOK 1000)ServicesServices APACUnallocated TotalRevenue, external 644 801 243 138 4 803 - 892 742 Operating expenses (536 580) (213 865) (10 438) (25 675) (786 559)EBITDA 108 221 29 273 (5 635) (25 675) 106 183 Depreciation and amortisation (43 994) (9 281) (63) (29 151) (82 489)EBIT 64 227 19 992 (5 698) (54 826) 23 695 Net financial income/(expenses) (40 102) (40 102)Income tax (6 295) (6 295)Profit for the period 64 227 19 992 (5 698) (101 223) (22 702)Cash flow from investing activities (39 163)

Information about major customers

2023 2022as % of total NOK 1000 as % of total NOK 1000 Largest customer 8% 93 216 10% 89 591 5 largest customers 21% 237 015 22% 197 36210 largest customers 32% 362 787 34% 302 99420 largest customers 50% 560 918 49% 441 600

Note 3 – Revenue

from contracts with

customers

Disaggregated revenue information

The Group’s revenue from contracts with

customers has been disaggregated and

presented in note 2.

Trade receivables are non-interest bearing

and are on general terms from 14 to 90 days

credit. In 2023 NOK 368 thousand (NOK 125

thousand) was recognised as provision for

expected credit losses on trade receivables.

Customer project assets are costs incurred

on specific customers contracts, which will be

used in satisfying performance obligations in

the future, and that are recoverable. These are

generally cost incurred in the implementation

phase of customer contract for the delivery

of BPO HCM services and is a prerequisite

for being able to deliver these services. They

are incurred from own employees, external

consultants, and external suppliers. These

costs are deferred and amortised evenly

over the period the outsourcing services are

provided.

Customer project liabilities are generally

payments from customers specific to a given

contract, to cover part of the costs for the

implementation of the outsourcing contract.

The customer payments are recognised as

revenue evenly as the Group fulfils the related

performance obligations over the contract

period.

Prepayments from customers comprise a

combination of short- and long-term advances

Contract balances

(NOK 1000) Note 2023 2022Trade receivables 12 262 690 191 715 Customer project assets 197 106 135 359 Customer project liabilities (182 588) (103 744)Prepayments from customers 18 (15 993) (18 711)

Movements in customer project assets through the period:

(NOK 1000) 2023 2022Opening balance 1 January 135 359 94 799 Cost capitalized 89 272 67 771 Amortisation (33 765) (31 638)Currency 6 240 4 427 Customer projects assets 197 106 135 359

Movements in customer project liabilities through the period:

(NOK 1000) 2023 2022Opening balance 1 January (103 745) (66 452)Revenue deferred (104 139) (62 134)Revenue recognised 29 408 20 807 Currency (4 113) 4 035 Customer project liabilities (182 589) (103 744)

from customers. The short-term advances

are typically deferred revenues related to

smaller projects or change orders related to

the system solution. The long-term liabilities

relate to initial advances paid upon signing

the contract. These advances are contracted

to be utilised by the customer on either

transformation projects, change orders, or

other projects. These advances are recognised

as revenue when the work is performed on

agreed projects If the contract expires, or is

terminated, any unused amount becomes

the property of Zalaris, and is recognised as

revenue by the Group.

Performance obligations

Information related to the Group´s performance

obligations and related revenue recognition is

summarised below:

Professional services (Consulting)

Consulting services consist of services

delivered and defined by project plans

with defined milestones and completion

specifications (one performance obligation).

The performance obligation is satisfied over

time because the customer simultaneously

receives and consumes the benefits provided

by the Group. The Group recognises revenue

based on the labour hours incurred relative to

the total expected labour hours to complete

the installation. Where contracts have clauses

of support hours utilised by the customer the

revenue is recognised when support has been

delivered. In contracts where some unused

hours may be transferred to later periods the

performance obligation is not deemed fulfilled,

and revenue is only recognised when the

hours later are utilised or on the last possible

time of transfer of un-utilised hours to future

periods.

Managed Services (Outsourcing and Cloud)

HR Outsourcing normally consists of services

delivered on a regular basis. Typically, the

deliverables for these contracts are payroll

services where different variable elements are

delivered. These may be salary calculation,

payslip delivery, accounting reports, official

statistics reporting, travel expense claims

reimbursed, sick leave registration and

reporting etc. All the deliverables are highly

interrelated and therefore not capable to be

distinct, i.e. one performance obligation. The

performance obligation is satisfied over time,

because the customer simultaneously receives

and consumes the benefits provided by the

Group. The Group recognises revenue based

on the labour hours incurred.

Cloud services delivered by the Group

comprise of several deliverables (hosting,

licenses etc.), all the deliverables are highly

interdependent and are therefore deemed to

be one performance obligation.

The revenue from the cloud services is

recognised over time, since the customer

simultaneously receives and consumes the

benefits provided by the Group.

Transaction price

The transaction price is determined either

by fixed agreed price per period for licenses

and hosting services while for outsourcing

and consulting the actual consumption, being

manhours spent or customer employee

transactions initiated, on agreed price

per unit. The variable element of the contracts

is typically not limited on customer-initiated

transactions while transition and change

projects can be limited. The transaction price is

distributed over the time the services has been

rendered.

All material contracts with the customers are

for periods of one year or less or are billed

based on time incurred or products or services

delivered. As permitted under IFRS 15, the

transaction price allocated to these unsatisfied

contracts is not disclosed.

Note 4 – Personnel expenses

See note 20 for transactions with related parties.

(NOK 1000) 2023 2022Salary 508 795 416 264 Bonus 23 359 18 719 Social security tax 79 329 61 387 Pension costs (see note 17) 24 782 21 841 Share based payments (see note 22) 11 589 8 627 Other personnel expenses 18 008 14 992 Capitalised to internal development projects (6 847) (14 540)Capitalised to customer project assets (74 691) (43 466)Total personnel expenses 584 324 483 824

2023 2022Average number of employees 1 094 959 Average number of FTEs 1 007 884

(NOK 1000) 2023 2022External consultants for customer projects 131 070 97 214 External services 50 410 32 692 IT and telecom 48 253 41 706 Office premises (3 426) 14 762 Travel and accomodation 20 486 15 096 Freight, postage etc. 19 201 11 532 Marketing 8 488 7 382 Audit & Accounting 5 764 4 691 Other expenses 4 506 (2 537) Total other operating expenses 284 752 222 538

Auditors fee(NOK 1000) 2023 2022Auditor fee 3 814 3 231 Fee for tax services 1 130 668 Other fees 555 350 Total 5 499 4 249

Note 5 – Other operating expenses

Note 6 – Finance income and finance expenses Note 7 – Income Taxes

(NOK 1000) 2023 2022Interest income on bank accounts and receivables 2 448 304 Currency gain 5 963 6 028 Other financial income 147 1 232 Finance income 8 557 7 564 Interest expense on financial liabilities measured at amor- 38 317 18 522 tised costCurrency loss 36 690 21 079 Interest expense on leasing 2 677 2 237 Other financial expenses 5 097 5 829 Finance expenses 82 781 47 667 Net financial items (74 224) (40 103)

Income tax expense:

(NOK 1000) 2023 2022Tax paid / payable (11 136) (12 991)Changes in deferred taxes 20 309 6 696 Tax expense 9 173 (6 295)Effective tax rate:(NOK 1000) 2023 2022Ordinary profit before tax (3 722) (16 407)Tax at Zalaris ASA's statutory tax rate of 22 % 819 3 610 Effect of different tax rates and impact of changes in rates and legislation 278 280 Non tax deductible costs and other permanent differences (66) 73 Losses not recognised as deferred tax assets 9 738 (9 773)Adjustments in respect of prior years and other adjustments (1 595) (485)Tax expense 9 174 (6 295)Effective tax rate 246.5 % 38.4 %

Tax payable in balance sheet:

(NOK 1000) 2023 2022Calculated tax payable 4 537 3 270 Total income tax payable 4 537 3 270 Specification of tax effects of temporary differences:(NOK 1000) 2023 2022Property, plant, equipment and immaterial assets 119 429 66 678 Other differences (5 942) (3 393)Tax losses carry forward (199 087) (114 189)Total temporary differences (85 600) (50 904)Deferred tax:(NOK 1000) 2023 2022Total deferred tax assets 52 065 29 837 Total deferred tax liability 27 418 23 899 Net recognised deferred tax/(liability) 22 % 24 647 5 938

The Group offsets tax assets and liabilities,

if and only if it has a legally enforceable

right to set off current tax assets and current

tax liabilities. In 2022 the group had an

uncapitalised tax asset in the holding company

of NOK 9,8 million. This has been capitalised

in 2023.

The Group has tax losses, which have arisen

in Norway, of NOK 166.8 million as of 31

December 2023 that has no expiration date

(NOK 144.4 million).

Note 8 – Earnings

per share

The calculation of basic earnings per share

is based on the net income attributable to

the shareholders of the parent company

and a weighted average number of shares

outstanding during the years ending 31

December 2023 and 31 December 2022

respectively. Shares issued during the

periods are included in the calculations of

weighted average number of shares from the

date the shares issue was approved by the

general meeting. Diluted equity instruments

outstanding are related to employee share-

based purchase programs.

(NOK 1000) 2023 2022Net profit/(loss) attributable to ordinary equity holders of the (2 963) (38 720)parentWeighted average number of shares 21 642 297 21 594 586 Weighted average diluted number of shares* 24 413 813 21 594 586 Basic earnings per share (NOK) (0.14) (1.79)Diluted earnings per share (0.14) (1.79)

* 2 126 541 employee share options have not been included in average

diluted number of shares as the company presented a loss for the year 2022

Note 9 – Intangible assets

Internally developed Internally developed soft- Customer Relationships (NOK 1000) Licenses and software software ware under construction & Contracts Goodwill Total Acquisition costAt 1st January 2022 34 695 88 454 8 593 120 862 187 843 440 447 Additions through acquistions 6 795 - - - 2 045 8 840 Additions of the year 42 6 385 15 734 - - 22 161 Disposals of the year (227) (3 594) - - - (3 821)Miscellaneous and reclassifications 1 608 5 995 (2 549) - - 2 858Reclassifications held for sale (6 795) - - - (2 045) (8 841) Currency effects 1 319 661 (936) 5 094 7 991 16 324 At 31 December 2022 37 437 97 901 20 842 125 956 195 834 477 970 Additions of the year 353 6 247 22 942 - - 29 542 Disposals of the year (5 395) (5 615) - - - (11 010)Reclassifications and reclassification held for sale - 13 568 (13 568) - - -Currency effects 1 699 887 192 8 773 13 609 25 160 At 31 December 2023 34 094 112 988 30 408 134 729 209 443 521 662

Internally developed Internally developed soft-Customer Relationships (NOK 1000) Licenses and software software ware under construction & Contracts Goodwill Total AmortisationAt 1st January 2022 32 842 51 966 - 47 656 - 132 464 Disposals of amortisation and currency effects (227) (3 594) - - - (3 821)This year's ordinary amortisation 1 032 15 551 - 11 826 - 28 409 Miscellaneous 1 608 - - - - 1 608 Currency effects 1 242 366 - 2 726 - 4 334 At 31 December 2022 36 497 64 289 - 62 208 - 162 994 Disposals of amortisation (5 395) (1 799) - - - (7 194)This year's ordinary amortisation 708 16 669 - 13 691 - 31 068 Currency effects 1 637 1 448 - 4 137 - 7 222 At 31 December 2023 33 447 80 607 - 80 036 - 194 090 Net book valueAt 31 December 2022 940 33 612 20 842 63 747 195 834 314 976 At 31 December 2023 647 32 381 30 408 54 693 209 443 327 572 Useful life 3-10 years 5 years N/A 10 years IndefiniteDepreciation method linear linear linear

The goodwill and customer relationships

& contracts in the table above relate to the

acquisitions of sumarum AG (sumarum) and

Roc Global Solution Ltd. (ROC) in 2017 and

ba.se services and consulting GmbH (ba.se) in

2021. NOK 135.2 million of the goodwill relates

to Managed Services and NOK 74,3 million

relates to Professional Services.

The calculated recoverable amount of

goodwill has been calculated based on the

corresponding CGU in each of its segments

Managed Services and Professional Services.

The recoverable amount is based on a value-

in-use calculation, using cash flow projections

for the next 5 years. The cash ﬂow projections

are based on segment estimates for the

period 2024 to 2028, with the first year being

based on board approved budgets, and the

remaining years based on the business plan.

Only expected organic growth has been

included in the revenue projections. A terminal

value is included in the calculations. Estimates

and pertaining assumptions are made to

the best of the management’s knowledge of

historical and current events, experience and

other factors that are deemed reasonable in

the circumstances. The revenue growth and

EBITDA margins assumptions are partly based

on known new customer contracts, that will

have a revenue effect in later years, the size

of the pipeline of potential new customers and

projects, and general developments in the cost

base. Capital investments required and the

development in working capital, which are part

of the cash flow projections, are largely based

on historical figures.

The value-in-use calculation is most sensitive

to the following assumptions:

• Revenue: (5 % organic growth)

• EBITDA / EBITDA margin (19.7%)

• Discount rate

Discount rates represent the current

market assessment of the risks, taking into

consideration the time value of money and

individual risks of the underlying assets that

have not been incorporated in the cash ﬂow

estimates. The discount rate calculation is

based on the specific circumstances of the

Group and its operating segments and is

derived from its weighted average cost of

capital (WACC). The WACC considers both

debt and equity. The cost of equity is derived

from the expected return on investment by the

Group’s investors. The cost of debt is based on

the interest-bearing borrowings the Group is

obliged to service. The beta factor is evaluated

annually based on publicly available market

data and is the same for all segments.

A conservative growth assumption of 1.5%

(1.5%) is applied for the terminal value, which

is slightly below the inﬂation targets for the

markets in which the Group operates.

A headroom sensitivity analysis has been

carried out, which indicates sensitivity to

changes in WACC and operating profit. The

range is +/-20% in EBITDA and +/-2% in WACC.

2023

Managed Services Headroom sensitivity analysis in NOK millionWeighted average cost of capital8.1% 9.1% 10.1% 11.1% 12.1%-20.0% 812 630 490 379 290-10.0% 1 099 878 710 576 468Percentage change in EBITDA0.0% 1 385 1 127 929 773 64610.0% 1 672 1 376 1 149 969 82420.0% 1 958 1 625 1 369 1 166 1 002

Professional Services Headroom sensitivity analysis in NOK millionWeighted average cost of capital7.4% 8.4% 9.4% 10.4% 11.4%-20.0% 332 260 206 165 132-10.0% 417 332 270 221 182Percentage change in EBITDA0.0% 501 405 333 277 23210.0% 586 477 396 333 28320.0% 671 549 459 389 333

Note 10 – Property, Plant and Equipment

Furniture IT- (NOK 1000) Land Buildings Vehicles and fixtures equipment Total Acquisition costAt 1st January 2022 3 759 24 131 55 19 448 7 549 54 942 Additions of the year - - - 1 495 4 189 5 684 Disposals of the year - - (57) (4 879) (2 085) (7 021)Currency effects 211 1 351 2 624 325 2 513 At 31 December 2022 3 970 25 482 - 16 688 9 978 56 118 *Additions through acquistions - - - - - - Additions of the year - - - 1 451 2 874 4 325 Disposals of the year - - - (1 929) (2 029) (3 958)Currency effects 254 1 633 - 806 766 3 459 At 31 December 2023 4 224 27 115 - 17 016 11 589 59 944

2022

Managed Services Headroom sensitivity analysis in NOK million Weighted average cost of capital8,7% 9,7% 10,7% 11,7% 12,7%-20,0% 183 103 40 -11 -52-10,0% 356 255 175 111 59Percentage change in EBITDA0,0% 529 406 310 233 17010,0% 702 558 445 355 28020,0% 875 710 580 476 391

Professional Services Headroom sensitivity analysis in NOK millionWeighted average cost of capital7,2% 8,2% 9,2% 10,2% 11,2%-20,0% 291 224 175 137 107-10,0% 370 291 233 189 153Percentage change in EBITDA0,0% 449 359 292 241 20010,0% 529 427 351 293 24620,0% 608 494 410 345 293

Note 11 – Right-of-use Assets and Lease Liabilities

Zalaris as a lessee

Right-of-use assets

Zalaris leases several assets such as buildings,

equipment and vehicles. The Group’s right-of-

use assets are categorised and presented in

the table below:

Furniture IT-(NOK 1000) Land Buildings Vehicles and fixtures equipment Total DepreciationAt 1st January 2022 - 1 988 56 17 054 5 990 25 088 Disposals of ordinary depreciation - - (57) (4 563) (2 012) (6 632)This year's ordinary depreciation - 489 - 999 2 419 3 907 Currency effects - 133 2 413 119 667 At 31 December 2022 - 2 610 1 13 903 6 516 23 030 *Disposals of ordinary depreciation - - - (1 895) (1 938) (3 833)Disposals of ordinary depreciation - - - (1 895) (1 938) (3 833)This year's ordinary depreciation - 554 - 861 2 853 4 268 Currency effects - 157 - 670 467 1 294 At 31 December 2023 - 3 321 1 13 539 7 898 24 759 Net book valueAt 31 December 2022 3 970 22 872 (1) 2 784 3 463 33 089 At 31 December 2023 4 224 23 794 (1) 3 477 3 691 35 185 *Opening balance restatedEconomic life indefinite 50 years 3 years 5 years 3 yearsDepreciation method none linear linear linear linearDepreciation method none linear linear linear linear

Right-of-use assets

(NOK 1000) Buildings Equipment Vehicles TotalAcquisition costAt 1 January 2022 44 387 545 9 724 54 656 Additions and adjustments 35 363 - 2 085 37 448 Disposals (5 520) - (2 016) (7 536) At 31 December 2022 74 230 545 9 793 84 568 Additions and adjustments 20 345 - 4 466 24 811 Disposals (3 623) - (3 036) (6 659)At 31 December 2023 90 952 545 11 223 102 720

Extension options

Zalaris’ lease of buildings has lease terms

that vary from one year to ten years, and

several agreements involve a right of renewal

which may be exercised during the last

period of the lease term. Zalaris assesses at

the commencement whether it is reasonably

certain to exercise the renewal right. This is

because the Group is not expecting the terms

for the extension period to be lower than the

current market price at the time of execution of

an extension period compared to similar lease

agreements. Zalaris continuously evaluates

more cost-effective leases, as the Group does

not consider these assets to be critical to the

business.

The leases do not contain any restrictions on

Zalaris’ dividend policy or financing. Zalaris

does not have significant residual value

guarantees related to its leases to disclose.

Right-of-use assets

(NOK 1000) Buildings Equipment Vehicles TotalDepreciationAt 1 January 2022 24 381 135 3 716 28 232 Depreciation 16 740 144 3 945 20 829 Disposal (5 520) 0 (2 016) (7 536) At 31 December 2022 35 601 279 5 645 41 525 Depreciation 18 669 144 4 189 23 002 Disposal (3 623) - (3 036) (6 659)At 31 December 2023 50 647 423 6 798 57 868 Carrying amount at 31 December 2022 42 960 2 071 3 333 48 364 Carrying amount at 31 December 2023 40 305 122 4 425 44 851

Lease liabilities

(NOK 1000) 2023 2022Current 18 469 17 783 Non-current 28 585 32 328 Lease liabilities at 31 December 2023 47 054 50 111 Interest expense included (in finance cost) 2 677 2 237Operating expenses related to short-term leases 94 0Operating expenses related to low value assets 65 10Total cash outflows for leases 25 467 20 121

Note 12 – Trade Accounts Receivables

The Group had the following trade accounts

receivable due, but not paid or written off:

Losses on trade accounts receivable are

classified as other operating expenses in the

income statement. See note 19 for assessment

of credit risk.

Details on the credit risk concerning trade

accounts receivable are given in note 19.

(NOK 1000) 2023 2022Gross trade accounts receivable 263 058 191 839 Provisions for losses (368) (125)Trade accounts receivable 262 690 191 714 Movements in the provision for loss are as follows: 2023 2022Opening balance (125) (237)Provision of the year (308) (41)Realised loss this year 65 153 Closing balance (368) (125)

Calculation of the expected credit losses

Determine the expect-0 days 1-30 days 31-60 days 61-90 days More than 90 Totaled credit losspast duepast duepast duepast duedays past dueBalances outstanding at 185 005 62 200 5 882 3 668 5 934 262 690reporting dateExpected credit losses 0.03% 0.17% 0.20% 0.20% 0.21%Expected credit loss 64 105 12 7 12 201allowance

(NOK 1000) Total Not due <30 d 30-60d 60-90d >90d31 December 2023 262 695 186 178 62 227 5 882 3 668 4 740 31 December 2022 191 715 148 795 32 500 6 680 1 365 2 375

Note 13 – Other Current Assets

Note 14 – Cash and Cash Equivalents and

Short-Term Deposits

(NOK 1000) 2023 2022Advances to employees 1 168 1 352 Prepaid rent 1 784 903 Prepaid hardware 1 585 1 437 Prepaid software 3 038 1 193 Prepaid insurance 1 081 943 Prepaid other expenses 466 1 252 Prepaid maintenance and service 280 796 Accrued income 18 928 25 625 Public duties and taxes 8 112 6 671 Deposit accounts 9 039 1 809 Other receivables 601 6 244 Total other short-term receivables 46 082 48 225

(NOK 1000) 2023 2022Cash in hand and at bank - unrestricted funds 131 630 87 706 Employee withheld taxes - restricted funds 4 092 4 090 Cash and cash equivalents in the balance sheet continuing operations 135 722 91 796 Cash discontinuing operation 248 1 660 Cash and cash equivalents in the balance sheet continuing and 135 970 93 456 discontinuing operations

Short-term deposits

(NOK 1000) 2023 2022Customer deposits 49 1 318

Short-Term Deposits

The Group pays salaries on behalf of its

customers. For this purpose, separate deposit

accounts are established. These deposits

accounts are not recognised in the Group’s

balance sheets. The table below provides

information about on the total balance of these

deposit accounts.

Note 15 – Share Capital and Shareholder

information and dividend

The nominal value of the share is NOK 0.10. All

the shares in the company have equal voting

rights and are entitled to dividend.

The computation of earnings per share is

shown in note 8.

Shares 2023 2022Shares - nominal value NOK 0,10 22 135 279 22 135 279Total number of shares 22 135 279 22 135 279

The major shareholders at 31. December 2022 are:

Shareholder Number of shares: % of totalNorwegian Retail AS 2 891 482 13.06%Verdipapirfondet Alfred Berg Gamba 2 106 346 9.52%Danske Bank A/S 1 428 006 6.45%Codee Holding AS 1 395 735 6.31%Verdipapirfondet DnB SMB 1 221 606 5.52%J.P. Morgan SE 1 044 168 4.72%Vestland Invest AS 940 659 4.25%Vpf DnB Norge Selektiv 703 551 3.18%Skandinaviska Enskilda Banken AB 653 734 2.95%Verdipapirfondet Nordea Avkastning 507 705 2.29%AS Mascot Holding 450 000 2.03%Verdipapirfondet Nordea Kapital 367 540 1.66%Ølja AS 349 650 1.58%Næringslivets Hovedorganisasjon 333 217 1.51%Harlem Food AS 327 706 1.48%Skandinaviska Enskilda Banken AB 300 000 1.36%Verdipapirfondet Nordea Norge Plus 265 054 1.20%Taconic AS 262 040 1.18%BSN AS 240 000 1.08%Shares owned by the Company 490 070 2.21%Others 5 857 010 26.46%Total 22 135 279 100.00%

Equity and dividend

No dividend was paid for the financial year

2022. The board of directors will not propose

a dividend for the financial year 2023. Dividend

paid in 2022 relates to the 2021 financial year.

Assets pledged as security

Shares in all subsidiaries of Zalaris ASA have

been pledged as guarantee for the bond loan.

In addition, assets in the subsidiaries Zalaris

HR Services Norway AS, Zalaris HR Services

Sweden AB, Zalaris HR Services Denmark AS,

Zalaris HR Services Finland OY and Zalaris

Deutschland GmbH have been pledged as

guarantees for the loan. Nordea has pledged

guarantee of NOK 7 million against assets in

Zalaris ASA as security for bank deposits.

Note 16 – Interest-Bearing Loans and Borrowings

(NOK 1000) Maturity Duration Interest rate 2023 2022Financial institution Agreement 0 0 0 non-current current Total non-current current TotalOslo Stock Exchange* Bond loan Mar 2028 5 years see below 439 205 - 439 205 - 368 208 368 208 Commerzbank, Bank** Bank loan Dec 2031 14 years 1.3% - 10 506 10 506 9 874 1 234 11 108 De Lage Landen Finans Leasing Jan 2028 5 years 7.05% 759 251 1 010 1 017 251 1 268 Interest-bearing debt and 439 964 10 757 450 721 10 891 369 693 380 584 borrowings

*The bond loan outstanding as at 31 December 2022 was repaid in March 2023, through the issue of a new bond loan maturing in March 2028.

See note 25 for further details.

**Zalaris Deutschland GmbH entered a loan agreement with Commerzbank in March 2017 related to the financing of the office building in Leipzig.

The loan has been fully repaid in February 2024.

Total loans

(NOK 1000)2023 2022Interest-bearing Interest-bearing Leasedebt and borrowings Total Leasedebt and borrowings TotalAt 1 January 2023 50 110 380 584 430 694 30 869 359 243 390 112 Additions 16 909 439 736 456 645 39 363 - 39 363 Payments 2023 (22 790) (400 547) (423 337) (20 121) (2 650) (22 771)Currency changes 2 825 30 948 33 773 - 23 990 23 990 At 31 December 2023 47 054 450 721 497 775 50 111 380 583 430 694

Note 17 – Pensions

Pension for employees in the Norwegian

entities

The Group is required to have an

occupational pension scheme in accordance

with the Norwegian law on mandatory

occupational pension (“Lov om obligatorisk

tjenestepensjon”). The Group’s pension

schemes satisfy the requirements of this law,

and represent a defined contribution plan,

with disability coverage. At the end of the year

there were 120 (110) participants in this defined

contribution plan, including the AFP-scheme.

The pension expenses equal the calculated

contribution for the year and was NOK 4.5

million (NOK 4.4 million). The scheme is

administered by Storebrand.

In 2016 a new AFP-scheme was established.

The new AFP-scheme is not an early

retirement plan, but a plan that gives a lifelong

contribution to the ordinary pension. The

employees can choose to exercise the new

AFP-scheme starting at the age of 62 years,

also in combination with continued work, and

the annual regular post-employment benefits

increases in the new scheme if early AFP

retirement is rejected. The new AFP-scheme

is a defined benefit multi-employer plan which

is financed through contributions that are

determined by a percentage of the employee’s

earnings. There is currently no reliable

measure and allocation of liabilities and assets

in the plan. The plan is accounted for as a

defined contribution plan which means that the

contributions are recognised as expenses with

no provisions. The total cost for this scheme

was NOK 0.6 million (NOK 0.7 million).

The premium paid during 2023 was 2.6% of

salary between 1 G and 7.1 G. 1G equals NOK

118.6 thousand as of 31 December 2023 (NOK

111.5 thousand).

The AFP-scheme does not publish any

estimates on future rate of premiums, but it is

expected that the premiums will be increased

over time to meet the expectations of

increased pension payments.

Pensions for other employees

Employees in Group companies outside

Norway have pension plans in accordance

with local practice and local legislation. The

Group has only defined contribution plans.

Contributions are paid to pension insurance

plans and charged to the income statement

in the corresponding period. Once the

contributions have been paid, there are no

further payment obligations.

Denmark has defined contribution plans for

all employees, a total of 36 people end of the

year. Finland has a defined contribution plan

for all its employees, a total of 64 employees.

Sweden has a defined contribution plan for all

employees, a total of 57 employees. UK has a

defined contribution plan for all employees, a

total of 48 employees. Germany has defined

contribution plan for executive employees.

Total expenses recognised related to pension

in 2023 amounted to NOK 24.8 million (NOK

21.8 million).

Guarantees and commitments

There are not issued any guarantees from the

parent company on behalf of the Company

against third parties. For leasing liabilities

relating to right-of-use assets, see note 11.

Note 18 – Other Short-Term Liabilities Note 19 – Financial Instruments

(NOK 1000) 2023 2022Prepayments from customers* 15 993 18 711 Wages, holiday pay and bonus 31 567 26 139 Accrued expenses and other current liabilities 61 255 47 153 Total 108 815 92 003

* Prepayments from customers both relate to prepayments of fixed service fees for the first

month starting outsourcing deliveries, and prepayments related to liabilities for transferred

personnel.

Financial instruments by category

2023 Financial assets Fair value Financial at amortised through profit liabilities at Total book costor lossamortised costvalue(NOK 1000)Financial assetsTrade accounts receivable 262 690 262 690 Other short-term receivables 46 083 46 083 Cash and cash equivalents 135 722 135 722 Total 444 495 - - 444 495 Financial liabilities at amortized costContigent considerations 1 544 1 544 Borrowings, short term 10 757 10 757 Borrowings, long term 439 964 439 964 Trade accounts payables 38 159 38 159 Other short-term debt 108 815 108 815 Total - 1 544 597 695 599 239

Fair value of financial instruments

The Group classifies fair value measurements

by using a fair value hierarchy which reﬂects

the importance of the input used in the

preparation of the measurements. The fair

value hierarchy has the following levels:

It is assessed that the carrying amounts of

financial instruments recognised at amortised

cost in the financial statements approximate

their fair values. The assessment is based on a

judgment that difference between interest rate

at year-end compared to draw down.

Value assessment of liabilities of financial

instruments is set Level 3 in the fair value

hierarchy.

Financial risk management

The Group has some exposure to risks from its

2022 Financial assets Fair value Financial at amortised through profit liabilities at Total book costor lossamortised costvalue(NOK 1000)Financial assetsTrade accounts receivable 191 715 191 715 Other short-term receivables 41 981 41 981 Cash and cash equivalents 91 796 91 796 Total 325 492 - - 325 492 Financial liabilities at amortized costContigent considerations 659 659Borrowings, short term 10 891 10 891 Borrowings, long term 369 693 369 693 Trade accounts payables 45 407 45 407 Other short-term debt 92 003 92 003 Total - 659 517 994 518 653

use of financial instruments, including credit

risk, liquidity risk, interest rate risk and currency

risk. This note presents information about

the Group’s exposure to each of the above-

mentioned risks, and the Group’s objectives,

policies and processes for managing such

risks. At the end of this note, information

regarding the Group’s capital management is

provided.

Market Risk from Financial Instruments

Market risk is the risk that the fair value of

future cash ﬂows of a financial instrument will

ﬂuctuate because of changes in market prices.

Market prices comprise three types of risk:

market risk (e.g. interest rate risk and currency

risk), commodity price risk and other price

risk. The Company’s financial instruments are

mainly exposed to interest rate and currency

risks.

Interest Rate Risk

Interest rate risk is the risk that the fair value

or future cash ﬂows of a financial instrument

will ﬂuctuate because of changes in market

interest rates. The Group’s interest risk mainly

relates to the Company’s bond loan of EUR 40

million (ref. Note 16), which has an interest rate

equal to the 3 months Euribor plus 5.25%. Any

+0.5 percentage point increase in the 3 months

Euribor would increase the Group’s annual

interest expense by approximately NOK 2.2

million. The interest risk is thus considered to

be moderate.

Foreign Currency Risk

Foreign currency risk is the risk that the

fair value or future cash ﬂows of a financial

instrument will ﬂuctuate because of changes

in foreign exchange rates. The Company is

primarily exposed to foreign exchange risk

arising from various currency exposures with

respect to the SEK, EUR and GBP in relation to

its debt obligations as well as from commercial

transactions.

For operational transactions denominated in

currencies other than the functional currency

of the entities in the Group, the Company’s

policy is to exchange into foreign currency as

required on a spot basis. Most transactions

carried out by Group entities are done in the

functional currency of those entities.

As of 31 December 2023 the Company has a

Euro-based bond loan of EUR 40 million. As

at 31 December 2023 the Company had an

unrealised currency gain amounting to NOK

1.3 million related to this loan. Except for this,

the Group has limited exposure to currency

risk from assets and liabilities recognised as

of 31 December 2023 that are denominated in

currencies other than the functional currency

of the Group entities. As of 31 December

2023 the Group has currency exposure from

EUR, DKK, INR, SEK, GBP, HUF, PLN, AUD and

SGD. It is mainly the EUR exchange rate that

constitutes a currency risk for the Company. A

+/-5% negative change in the exchange rate

of EUR would have resulted in a finance loss

pre-tax of approximately NOK 23.6 million, with

most of the potential gain/(loss) related to the

EUR 40 million bond loan.

Credit Risk

Credit risk is the risk that a counterparty will

not meet its obligations under a financial

instrument or customer contract, leading to a

financial loss. The Group is exposed to credit

risk from its operating activities (primarily trade

receivables) and from its financing activities,

including deposits with banks and financial

institutions, derivatives, debt instruments and

account receivables. The counterparty to the

cash and cash equivalents and deposits banks

which are assessed to be solid.

Trade Receivables and Contract Assets

Customer credit risk is managed by each

business unit subject to the Group’s

established policy, procedures and control

relating to customer credit risk management.

Credit quality of a customer is assessed based

on a credit rating scorecard and individual

credit limits are defined in accordance with this

assessment. Outstanding customer receivables

and contract assets are regularly monitored.

The Group has a customer portfolio of well-

known companies and has had low credit

losses (Note 16).

An impairment analysis is performed at each

reporting date using a provision matrix to

measure expected credit losses. The provision

rates are based on days past due for groupings

of various customer segments with similar

loss patterns (i.e., by geographical region,

product type, customer type and rating, and

coverage by letters of credit or other forms of

credit insurance). The calculation reﬂects the

probability-weighted outcome, the time value

of money and reasonable and supportable

information that is available at the reporting

date about past events, current conditions

and forecasts of future economic conditions.

Generally, trade receivables are written off if

past due for more than one year and are not

subject to enforcement activity. The Group

does not hold collateral as security. The Group

evaluates the concentration of risk with respect

to trade receivables and contract assets as low,

as its customers are in several jurisdictions and

industries and operate in largely independent

markets.

Liquidity risk

Liquidity risk is the risk of being unable to pay

financial liabilities as they fall due. The Group’s

approach to managing liquidity risk is to ensure

that it will always have enough liquidity to meet

its financial liabilities as they fall due, under

normal as well as extraordinary circumstances,

without incurring unacceptable losses or

risking damage to the Group’s reputation.

Prudent liquidity risk management implies

maintaining enough cash and the availability of

appropriate funding.

The table below details the contractual

maturities for the Group’s financial liabilities.

The tables do not include interest payments.

The contractual amounts were estimated

based on the closing exchange rates at

balance sheet date.

Per 31 December 2023

Less than 3 3 to 12 1 to 5 6 to 10 (NOK 1000)monthsmonthsyearsyears TotalBorrowings, long term 439 964 439 964 Borrowings, short term 370 10 387 10 757 Trade creditors and other short term liabilities 38 159 92 822 15 993 146 974 Leasing IFRS 16 7 238 9 653 26 950 3 214 47 055 Total liabilities 45 767 112 862 482 907 3 214 644 750

Per 31 December 2022

Less than 3 3 to 12 1 to 5 6 to 10 (NOK 1000)monthsmonthsyearsyears TotalBorrowings, long term 7 188 3 703 10 891 Borrowings, short term 348 369 345 369 693 Trade creditors and other short term liabilities 45 407 73 291 18 711 137 409 Leasing IFRS 16 4 010 13 773 27 009 5 319 50 111 Total liabilities 49 765 456 409 52 908 9 022 568 104

NOK 368.2 million of the short-term borrowings in 2022 of NOK 369.3 million relates to the bond loan repaid

in March 2023.

Capital management

A key objective in relation to capital

management is to ensure that the Company

maintains a sufficient capital structure to

support its business development and to

maintain a strong credit rating. The Company

evaluates its capital structure considering

current and projected cash ﬂows, potential

new business opportunities and the Group’s

financial commitments.

The Company has a long-term equity ratio

target of between 25 – 30%. The equity ratio

as of 31 December 2023 was 18.3% (18.1%).

The Group aims to maximise shareholder

return over time, and the long-term target is to

distribute dividends to shareholders of around

50% of the annual net profit before tax, taking

into consideration its outlook, investment

opportunities and financial position. There are

restrictions on dividend payments in the bond

loan agreement.

To maintain or adjust the capital structure, the

Company may issue new shares or obtain new

loans.

Note 20 – Transactions

with Related Parties

Note 21 – Overview of Subsidiaries

The following subsidiaries are included in the consolidated accounts:

a) Purchase from related partiesRelated Party Transaction 2023 2022Rayon Design AS* Management 1 566 2 815 ServicesTotal 1 566 2 815

* Norwegian Retail AS, a company owned 100% by

Hans-Petter Mellerud, CEO of Zalaris ASA, owns

40% of the shares in Rayon Design AS.

b) Remuneration to senior group management and the board(NOK 1000) 2023 2022Short-term benefit 14 710 14 172 Pension benefits 819 783 Share-based payment 7 977 5 775 Total 23 506 20 730

Further details can be found in the annual

remuneration report for 2023 published on

www.zalaris.com

Company Country "Ownership/Voting share"ba.se consulting & services GmbH Germany 100%vyble GmbH Germany 90%Zalaris Australia Pty Ltd Australia 100%Zalaris Deutschland GmbH Germany 100%Zalaris France SAS France 100%Zalaris HR Services Denmark A/S Denmark 100%Zalaris HR Services España SL Spain 100%Zalaris HR Services Estonia Estonia 100%Zalaris HR Services Finland OY Finland 100%Zalaris HR Services India Pvt Ltd India 100%Zalaris HR Services Ireland Ltd Ireland 100%Zalaris HR Services Latvia SIA Latvia 100%Zalaris HR Services Lithuania UAB Lithuania 100%Zalaris HR Services Norway AS Norway 100%Zalaris HR Services Sverige AB Sweden 100%Zalaris Magyarország Kft Hungary 100%Zalaris Polska Sp Z.o.o Poland 100%Zalaris Singapore Pte Ltd Singapore 100%Zalaris UK Ltd UK 100%

Note 22 – Share-based

payment plan

Zalaris ASA (the “Company”) operates a

share-based payment plan for members of the

executive management and key employees.

The share-based payment plan consists of

a share option program and restricted stock

units (“RSUs”).

The costs recognised for the share-based

payment plan are shown in the following table:

Restricted stock units

The general meeting of Zalaris ASA held on

23 May 2023, gave the Board the authority to

grant up to 135,000 RSUs annually to executive

management, with matching requirements.

Under this plan the executive management

may convert up to 50% of approved bonuses

to RSU’s at a 100% higher value (e.g. NOK 50k

of annual bonus is converted to NOK 100k

worth of RSUs). The purpose of the RSUs is to

further align the interests of the Company, its

subsidiaries and its shareholders by providing

long term incentives in the form of an own

investment in the Company done by the

participant and matching awards (the RSUs).

The granted RSUs have a three-year vesting

period. The RSUs require the employee to

purchase the required number of matching

shares at the grant date and hold these until

the RSUs are fully vested. Non-vested RSUs

are cancelled when the employee has given

notice of termination and are treated as

forfeited. If for some reason the Company is

not holding a sufficient number of shares at the

relevant settlement date, any RSUs awarded

and settled under the plan shall be settled by

a cash bonus payment equal to the fair market

value per share on the date of settlement

multiplied by the number of RSUs. A total of

82,343 RSUs were granted in 2023.

The Company will do its utmost to settle the

granted RSUs as shares, and thus accounts for

the RSUs as an equity-settled plan.

(NOK 1000) 2023 2022Restricted Stock Units 1 656 1 101 Employee share options 9 933 7 526 Accrued social security costs 3 014 (110)Total recognized costs 14 603 8 517 Accrued payroll tax at the end of the period 1 816 118

The following table illustrates the number of

RSUs outstanding:

The fair value of the RSUs is the weighted

average share price at grant date:

Share Option Program

The general meeting of Zalaris ASA held on

20 May 2021, gave the Board the authority to

grant up to 1 million employee share options

annually for a three-year period. The strike

price is based on the weighted average share

price for seven days preceding the grant. The

options granted vest after 36 months. Each

share option corresponds to one share.

Employee share options are not subject to any

performance-based vesting conditions. The

Company has the option to settle the share

options in cash, however they have no legal or

constructive obligation to repurchase or offer

cash-settlements for options granted. Non-

vested share options are cancelled when the

employee has given notice of termination and

are treated as forfeited. A total of 1,000,000

options were granted in 2023. The options

were granted at an average exercise price of

NOK 37.18.

The following table illustrates the number

of options outstanding and their weighted

average exercise price (WAEP):

The range of exercise prices for options

outstanding at the end of the year was NOK

29.10 to NOK 61.91.

The fair value of the share options is estimated

at the grant date using the Black-Scholes

option pricing model, taking into account

the terms and conditions upon which the

share options were granted. The weighted

average fair value of share options granted to

employees during 2023 was NOK 16.49 per

option (NOK 11.12).

The following table lists the key inputs to the

model used for the year ended 31 December:

Number of RSUs 2023 2022Outstanding at the beginning of the period 66 299 125 268 Granted 82 343 41 031 Released (11 979) (100 000)Outstanding at the end of the period 136 663 66 299

2023 2022Number of Number of options WAEP (NOK)options WAEP (NOK)Outstanding at the beginning of the period 2 246 500 46.57 1 522 500 51.87 Granted 1 000 000 37.18 807 000 37.06 Exercised (34 212) 35.04 - - Terminated (340 800) 44.92 (83 000) 51.02 Expired (139 488) 31.75 - - Outstanding at the end of the period 2 732 000 44.25 2 246 500 46.57 Exercisable at the end of the period - - - -

The weighted average assumptions used 2023 2022Expected life of RSUs (year) 3.00 3.00 Weighted average share price 41.00 47.00

The weighted average assumptions used 2023 2022Expected volatility (%) 47.16 44.22 Risk-free interest rate (%) 3.19 2.97 Expected life of options (year) 3.0 3.2 Weighted average share price 41.21 34.78

Historic volatility is assumed to be a

reasonable indicator of expected volatility.

Expected volatility is therefore defined as

historic volatility. The risk-free interest rate

used for share option calculations is collected

as of grant date of Norwegian state bonds from

Norges Bank. Where there is no exact match

between the term of the interest rates and the

term of the share options, interpolation is used

to estimate a comparable term.

Social security costs on employee share

options outstanding are estimated at the

end of each quarter based on the difference

between actual share price and exercise price

for the option and recognised as an expense

over the vesting period.

Annual share purchase program

The Company completed an annual share

purchase program for employees in December

2023. As part of the program, Zalaris has

sold 24,511 own shares to employees at a

subscription price of NOK 33.41 per share

for Norwegian employees and NOK 31.45 for

non-Norwegian employees. The shares were

transferred to the employees in February

2024. The subscription price was based on

the volume-weighted average share price

in the period between 29 November to 7

December 2023, less a 20 % discount. To

receive the discount the shares, have a 12

month lock-up period.

See Executive Remuneration Policy available

at www.zalaris.com for detailed information on

the Group’s share-based payment plan.

Note 23 – Discontinued

operations

In the board meeting on 13 June 2022, the

Group decided to initiate a process to reduce

its ownership in vyble GmbH (“vyble”), a

company based in Hagen, Germany. The

Group acquired a 90 % ownership. The

transaction is expected to be completed within

a year from this date. At 30 June 2022, vyble

was classified as a company held for sale and

as a discontinued operation. The business of

vyble represented the entirety of the Group’s

HR & Payroll Tech Investments until the

decision of sale was made. With vyble being

classified as discontinued operations, the HR &

Payroll Tech Investments segment is no longer

presented in the segment note. The results of

vyble for the year are presented below:

The accumulated loss attributed to non-

controlling interest NOK 2,4 million, which is

also this year’s loss. There are no dividend

paid to either The Group or the non-controlling

interest.

The major classes of assets and liabilities of

vyble classified as held for sale as at 30 June

are as follows, whereof 10 % is attributed to the

non-controlling interest:

Profit & Loss from discontinued operations

(NOK 1000) 2023 2022Revenue 3 386 3 378 Operating expenses 13 769 23 992 Operating loss (10 383) (20 614)Finance costs 404 167 Profit/(loss) before tax from discontinued operation (10 787) (20 781)Tax expense 2 373 4 763 Profit/(loss) for the year tax from discontinued operation (8 414) (16 018)

The net cash flows incurred by vyble are as follows:

Note 24 – Events After

the Balance Sheet Date

The company has sold its building in Leipzig

office. It generates net cash proceeds of NOK

31 million. after paying off debt and other costs

related to the sale. The sale resulted in a net

gain of around NOK 11 million, which will be

reported in the first quarter. There have been

no other events after the balance sheet date

which have had a material effect on the issued

accounts.

Assets held for sale

(NOK 1000) 2023 2022AssetsIntangible assets 8 674 9 628 Property, plant and equipment 9 11 Trade accounts receivable 1 343 1 089 Cash and cash equivalents 248 1 655 Total assets held for sale 10 274 12 383

Liabilities

Creditors 544 1 500 Interest-bearing loans and borrowings 4 135 3 283 Liabilties directly associated with assets held for sale 4 679 4 783 Net assets directly associated with disposal group 5 595 7 600

Cash flow

(NOK 1000) 2023 2022Operating (7 771) (18 828)Investing (107) (11 592)Net cash outflow (7 878) (30 420)

“Zalaris' team, in particular Claire and

Narahari, have been brilliant to work

with. Amazing knowledge of how to

best integrate the SAP SuccessFactors

technology. The team always make

themselves available when needed

and are extremely selfless with their

time and effort.”

— Luke Webster

Senior Implementation

Project Manager at Go1

IN PROGRESS

Financial Statement – Parent Company

Parent Company Annual Accounts Report 2023

Zalaris ASA

The parent company annual accounts report for Zalaris ASA contains

the following documents:

• Statement of Income

• Statement of Balance Sheet

• Statement of Cash Flows

• Statement of Changes in Equity

• Notes to the Financial Statement

The financial statements, which have been drawn up by the Board and

management, should be read in relation to the Annual Report and the

independent auditor’s opinion.

INCOME STATEMENT 1 January - 31 December

(NOK 1000) Note 2023 2022

Revenue 934 -

Other revenue 2 262 299 149 796

Total Revenue 263 233 149 796

Operating expenses

License costs 54 953 45 469

Personell expenses 3 42 240 28 816

Other operating expenses 4,5 124 554 102 574

Amortisation intangible assets 6 14 466 13 703

Depreciation and impairments 7 344 281

Total operating costs 236 557 190 843

Operating profit 26 676 (41 047)

Financial items

Financial income 8 127 531 38 379

Financial expenses 8 (89 402) (44 602)

Unrealised foreign currency loss 8 2 120 (15 773)

Net financial items 40 249 (21 996)

Ordinary profit before tax 66 925 (63 043)

Income tax expense

Tax expense/(income) on ordinary profit 9 (13 760) -

Total tax expense/(income) (13 760) -

Profit for the year 80 685 (63 043)

Attributable to:

Other Equity 80 685 (63 043)

BALANCE SHEET at 31 December

(NOK 1000) Note 2023 2022

ASSETS

Non-current assets

Intangible assets

Deferred tax asset 9 36 694 22 934

Other intangible assets 6 39 744 40 155

Total intangible assets 76 438 63 089

Fixed assets

Property, plant and equipment 7 986 1 068

Total fixed assets 986 1 068

Financial non-current assets

Shares in subsidiaries 10 281 291 277 189

Total financial non-current assets 281 291 277 189

Total non-current assets 358 715 341 346

Current assets

Trade accounts receivable 11 400 -

Prepayments 3 306 3 631

Other short-term receivables 11 2 901 4 775

Other short-term receivables to group

companies

11 208 726 127 940

Cash and cash equivalents 12 75 229 58 149

Total current assets 290 562 194 495

TOTAL ASSETS 649 277 535 842

BALANCE SHEET at 31 December

(NOK 1000) Note 2023 2022

EQUITY AND LIABILITIES

Equity

Paid-in capital

Share capital 13 2 165 2 159

Other paid in equity 21 481 10 038

Share premium 143 045 141 898

Total paid-in capital 166 691 154 096

Other equity (57 274) (137 820)

Total earned equity (57 274) (137 820)

Total equity 109 417 16 275

Non-current liabilities

Interest-bearing loans and borrowings 14 439 964 1 016

Total long-term debt 439 964 1 016

Current liabilies

Trade accounts payable 15 7 960 17 941

Interest-bearing loans 14,15 251 368 459

Interest-bearing loans group companies 14,15 48 854 113 912

Short-term debt to group companies 15 18 777 7 465

Income tax payable 9 - -

Public duties payable 3 628 2 249

Other short-term debt 20 426 8 524

Total short-term debt 99 896 518 550

Total liabilities 539 860 519 566

TOTAL EQUITY AND LIABILITIES 649 277 535 842

Adele Norman Pran

Chair of the Board

Erik Langaker

Board Member

Liselotte Hägertz Engstam

Board Member

Kenth Eriksson

Board Member

Jan M. Koivurinta

Board Member

Oslo, 10 April 2024

STATEMENT OF CASH FLOWS 1 January - 31 December

(NOK 1000) 2023 2022

Cash flows from operating activities

Ordinary profit before tax 66 925 (63 042)

Net financial items (53 147) (16 361)

Amortisation and depreciation 14 810 13 983

Changes in trade accounts receivable and payables (10 381) 13 462

Changes in other accruals (53 995) 1 097

Share based payment program 7 473 5 215

Interest received 17 662 5 776

Interest paid (45 600) (19 248)

Net cash flows from operating activities (56 252) (59 118)

Cash flows from investing activities

Investments in Intangible assets and property, plant and equipment (14 316) (15 713)

Purchase and investment in subsidiary - (121)

Net cash flows from investing activities (14 316) (15 834)

Cash flows from financing activities

Group contribution and dividend from subsidiaries 106 567 30 961

Own shares 881 (17 768)

Revolving credit (65 058) (19 872)

New loan 438 948 -

Repayment of borrowings (398 140) -

Paid dividend payment - (7 558)

Net cash flows from financing activities 83 198 (14 237)

Net changes in cash and cash equivalents 12 628 (89 188)

Net foreign exchange difference 4 450 (1 128)

Cash and cash equivalents at the beginning of the year 58 150 148 466

Cash and cash equivalents at the end of the year 75 228 58 150

STATEMENT OF CHANGES IN EQUITY

(NOK 1000)

capital

"Own

shares"

premium

Other paid

in equity

Total paid-

in capital

Other

equity

Total

equity

Equity at 01.01.2022 2 214 (29) 157 370 3 656 163 211 (67 220) 95 990

Income for the year - (63 042) (63 042)

Paid dividend - (7 558) (7 558)

Share based payments 5 216 5 216 5 216

Settlement of share based payments 3 447 3 447 3 447

Sale of own shares 10 2 271 (2 281) - -

Purchase of own shares (35) (17 743) (17 778) (17 778)

Equity at 31.12.2022 2 214 (55) 141 898 10 037 154 096 (137 820) 16 275

Income for the year - 80 685 80 685

Share based payments 7 473 7 473 7 473

Share based payments subsidiaries 4 102 4 102 4 102

Exercise of share based payments 1 131 (131) - -

Sale of own shares 5 1 016 1 021 (140) 882

Equity at 31.12.2023 2 214 (49) 143 045 21 481 166 692 (57 274) 109 417

the date of the balance sheet. Foreign exchange

gains and losses resulting from the settlement

of such transactions and from the translation of

monetary assets and liabilities denominated in

foreign currencies are recognised in the income

statement.

Revenue Recognition

The Company’s revenue consists of revenue

from providing services to subsidiaries and

basic consulting services. Revenue is in general

recognised when it is probable that transactions

will generate future financial benefits for the

Company and the size of the amount can be

reliably estimated. Sales revenue is presented

net of value-added tax and potential discounts.

The service revenue and the revenue from

basic consulting services are recognised

according to the rendering of the service. Small

projects and change orders beyond the terms of

the main contract with the customer service de-

livery are recognised according to the rendering

of the services.

Income Tax

Income tax expense for the period comprises

current tax expense and deferred tax expense.

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.

Deferred tax assets and liabilities are calculat-

ed based on existing temporary differences

between the carrying amounts of assets and

liabilities in the financial statement and their tax

bases, together with tax losses carried forward

at the balance sheet date. Deferred tax assets

and liabilities are calculated based on the tax

rates and tax legislation that are expected to ap-

ply when the assets are realised or the liabilities

are settled, based on the tax rates and tax leg-

islation that have been enacted or substantially

enacted on the balance sheet date. Deferred

tax assets are recognised only to the extent

that it is probable that future taxable profits will

be available against which the assets can be

utilised. Deferred tax assets and liabilities are

not discounted.

Intangible Assets: Internally Developed

Software

Costs related to internally developed software

are capitalised to the extent that a future eco-

nomic benefit associated with the development

of identifiable intangible assets and costs can

be reliably measured. Otherwise, the costs are

expensed as incurred. Capitalised development

is amortised over their useful lives. Research

costs are expensed as incurred.

Fixed Assets

Fixed assets are valued at cost less accumulat-

ed depreciation and impairment losses. When

assets are sold or disposed of, the gross carry-

ing amount and depreciation are derecognised,

and any gain or loss on the sale or disposal is

recognised in the income statement.

The gross carrying amount of fixed assets is the

purchase price, including duties/taxes and direct

acquisition costs related to making the fixed

asset ready for use.

The depreciation periods and methods are

assessed each year. The residual value is

estimated every year-end and changes in the

estimate for residual value are accounted for as

an estimation change.

Leases (as Lessee)

Financial Leases

Leases where the Group assumes most of the

risk and rewards of ownership are classified as

financial leases. Financial leasing contracts are

recognised on the balance sheet and depreciat-

ed on a linear basis over the expected useful life

of the assets. The leasing debt is classified as a

long-term debt and the leasing debt is reduced

by the payments according to the leasing

contract deducted by an interest element which

is expensed.

Operating Leases

Leases in which most of the risks and rewards

of ownership are retained by the lessor are

classified as operating leases. Payments made

under operating leases are charged to the

income statement on a straight-line basis over

the period of the lease.

Shares in Subsidiaries

Shares in subsidiaries are measured using the

Note 1 – Accounting

principles and basis

for preparation

Zalaris ASA (“the Company”) is a limited

liability company incorporated and domiciled

in Norway. The Company’s main office located

in Hoffsveien 4, Oslo, Norway. The Company

delivers full- service outsourced personnel and

payroll services.

The financial statements of Zalaris ASA for the

period ending on 31 December 2023 were

approved in a board meeting on 10 April 2024.

1.1 The basis for the preparation

of the financial statements

The financial statements of Zalaris ASA for the

accounting year 2023 have been prepared in

accordance with the Norwegian Accounting act

and generally accepted accounting principles

in Norway (“NGAAP”).

1.2 Accounting principles

Foreign currency

Foreign currency transactions are translated

into the functional currency using the exchange

rates at the transaction date. Monetary balances

in foreign currencies are translated into the

functional currency at the exchange rates on

Note 2 – Segment

information

The only segment in the Company is service

deliveries to the Group (Group services).

This segment also includes the exercising of

ownership.

The company is providing shared services to

its subsidiaries within accounting, IT solutions

both for internal use and further customer

deliveries and consulting services through the

subsidiaries. Items that are not allocated are

mainly sales activities, executive management,

HR, interest-bearing loans and other associated

expenses and assets related to administration

the contributions have been paid, there are no

further payment obligations.

Cost of Equity Transactions

Transaction costs directly attributable to an eq-

uity transaction are recognised directly in equity,

net after deducting tax.

Events After the Balance Sheet Date

New information on the Company’s position at

the balance sheet date is taken into account in

the financial statements. Events after the bal-

ance sheet date that do not affect the Compa-

ny’s position at the balance sheet date, but will

affect the Company’s position in the future, are

stated if significant.

Use of Estimates

The management has used estimates and

assumptions that have affected assets, liabilities,

incomes, expenses and information on potential

liabilities in accordance with generally accepted

accounting principles in Norway.

Cash Flow Statement

The cash ﬂow statement is presented using the

indirect method. Cash and cash equivalents in-

clude cash, bank deposits and other short term,

highly liquid investments.

1.3 Profit distribution

This years profit will be distributed to free

equity.

of the Group. The key management in the

Company is the chief decision maker in the

Group. The investing activities comprise total

expenses in the period for the acquisition of

assets that have an expected useful life of more

than one year.

Geographic information

The Company is delivering services to its

subsidiaries in different countries in the Nordic,

Baltic and Poland, Germany, UK, Ireland and

Asia, and information regarding revenue based

on geography is provided below.

(NOK 1,000) as % of total 2023 as % of total 2022

Norway 43% 112 089 41% 61 651

Sweden 15% 40 182 18% 26 956

Germany 8% 22 150 11% 15 893

Denmark 10% 25 136 11% 16 840

Finland 9% 24 021 9% 13 212

UK 5% 12 322 2% 3 079

Poland 5% 13 762 3% 5 200

Latvia 2% 5 317 3% 4 525

Australia 1% 1 773 0% 237

Other 2% 6 481 1% 2 202

Total 100% 263 233 100% 149 795

cost method of accounting in the parent com-

pany accounts. Investments are valued at the

acquisition cost of the shares unless impairment

losses have been made.

Shares in subsidiaries are impaired to fair value

when the decrease in value is not considered

as temporary. Impairment losses are reversed

when the reason for the impairment no longer

applies.

Trade and Other Financial Receivables

Loans and receivables are non-derivative finan-

cial assets with fixed or determinable payments

that are not quoted in an active market. After

initial measurement, such financial assets are

subsequently measured at amortised cost using

the effective interest rate (EIR) method (if the

amortisation effect is material), less impairment.

Cash and Cash Equivalents

Cash and the equivalents include cash on hand,

deposits with banks and other short-term highly

liquid investments with original maturities of

three months or less.

Borrowings

After initial recognition, interest-bearing loans

and borrowings are subsequently measured at

amortised cost using the effective interest rate

method.

Pension Plans

The Company has a defined contribution

pension plan. Contributions are paid to pension

insurance plans and charged to the income

statement in the corresponding period. Once

Note 3 – Personnel expenses Note 4 – Other operating expenses

See note 13 for transactions with related parties.

(NOK 1,000) 2023 2022

Salary 27 301 25 475

Social security tax 5 888 4 619

Share based payments 7 473 5 215

Pension costs (see note 12) 1 301 933

Capitalised development expenses (8 779) (15 878)

Other expenses 9 056 8 451

Total personnel costs 42 240 28 816

2023 2022

Average number of employees 23 23

Average number of FTE 22 21

(NOK 1,000) 2023 2022

External services 75 908 61 268

IT services and telecom 35 303 30 193

Office premises 4 903 4 039

Travel and transport 1 180 983

Postage and freight 1 260 46

Other expenses 6 000 6 045

Total other operating expenses 124 554 102 574

Auditors fee

(NOK 1000) 2023 2022

Auditor fee (2 765) 1 969

Other attestation services (1 100) -

Other fees - 904

Total, excl VAT (3 865) 2 873

Pensions

The Company is required to have an

occupational pension scheme in accordance

with the Norwegian law on required

occupational pension (“lov om obligatorisk

tjenestepensjon”). The Group’s pension

schemes satisfy the requirements of this law,

and represent a defined contribution plan, with

disability coverage.

At the end of year there were 22 participants

(22) in this defined contribution plan.

Expenses equal this year’s calculated

contribution and amount to NOK 1.3 million

(NOK 1.6 million). The scheme is administered

by Storebrand.

Note 5 – Transactions with related parties Note 6 – Other intangible assets

(NOK 1,000) Transaction 2023 2022

Rayon Design AS* Management services 1 566 2 815

Total 1 566 2 815

* Norwegian Retail AS, a company owned 100% by Hans-Petter Mellerud, CEO of Zalaris ASA, owns 40% of the shares

in Rayon Design AS.

(NOK 1,000)

Licenses and

software

Internally dev-

eloped software

Internally

developed

software under

construction Total

Acquisition cost

Accumulated 1 January 2022 10 685 73 833 8 594 93 112 *

Additions of the year - 4 750 9 709 14 459

Disposals (227) (3 594) - (3 820)

Internal AUC reclassified - 6 467 (6 467) -

Accumulated 31 December 2022 10 459 81 457 11 836 103 751

Additions of the year - 6 144 7 911 14 054

Internal AUC reclassified - 8 998 (8 998) -

Accumulated 31 December 2023 10 459 96 598 10 749 117 806

Amortisation

Accumulated 1 January 2022 10 208 43 505 - 53 713 *

This year's ordinary amortisation 335 13 368 - 13 703

Disposals of amortisation (227) (3 594) - (3 821)

Accumulated 31 December 2022 10 316 53 279 - 63 595

This year's ordinary amortisation 126 14 340 - 14 466

Accumulated 31 December 2023 10 442 67 619 0 78 061

Book value at 31 December 2022 143 28 178 11 836 40 156

Book value at 31 December 2023 17 28 979 10 749 39 744

* Opening balance restated

Useful life 5-10 years 5 years N/A

Depreciation method linear linear

For further information see the annual remuneration report published on www.zalaris.com.

Note 7 – Property, plant and equipment

(NOK 1,000) Furniture and fixtures IT-equipment Total

Acquisition cost

Accumulated 1 January 2022 3 003 496 3 499

Additions of the year 775 479 1 254

Disposals of the year (3 004) (431) (3 435)

Accumulated 31 December 2022 774 544 1 318

Additions of the year 202 60 262

Disposals of the year - (30) (30)

Accumulated 31 December 2023 976 574 1 550

Depreciations

Accumulated 1 January 2022 2 947 458 3 405

This year's ordinary depreciation 140 141 281

Disposals of the year (3 004) (431) (3 435)

Accumulated 31 December 2022 83 168 251

This year's ordinary depreciation 176 168 344

Disposals of the year - (30) (30)

Accumulated 31 December 2023 259 306 565

Book value at 31 December 2022 690 378 1 068

Book value at 31 December 2023 716 270 985

Note 8 – Financial items

(NOK 1,000) 2023 2022

Interest income on bank accounts and receivables 17 662 5 776

Group contribution 7 718 30 961

Dividend received 98 849 -

Foreign exchange gains 3 302 1 642

Finance income 127 531 38 379

Interest expenses 45 600 18 549

Foreign exchange loss 28 784 2 770

Impairment subsidiaries 11 242 20 159

Other financiel expenses 3 776 3 124

Finance expenses 89 402 44 602

Unrealised foreign currency gain/(loss) 2 120 (15 773)

Net financial items 40 249 (21 996)

Impairment subsidiaries are relating to receivables from vyble GmbH.

Income tax expense:

(NOK 1,000) 2023 2022

Changes in deferred taxes (13 760) -

Tax expense/income (13 760) -

Note 9 – Income taxes

Tax payable in balance sheet:

(NOK 1,000) 2023 2022

Ordinary profit before tax 66 925 (63 042)

Permanent differences 13 640 18 586

Dividend from subsidiaries (98 849) -

Change in temporary differences (23 484) 2 031

Basis for tax payable (41 768) (42 425)

Tax payable - 9 334

Reconciliation of effective tax rate:

Ordinary profit before tax 66 925 (63 042)

Calculated tax 14 724 (13 869)

Other permanent differences (18 746) 4 096

Deferred tax not capitalised - 9 773

Deferred tax capitalised (9 738) -

Tax expense (13 760) -

Effective tax rate -21% 0%

Specification of tax effects of temporary differences:

(NOK 1,000) 2023 2022

Property, plant and equipment 8 195 (5 651)

IFRS amortisation loan 10 208 1 352

Tax losses carry forward (185 193) (99 945)

Total temporary differences (166 790) (104 244)

Temporary differences not included in deferred tax assets - (44 424)

Total deferred tax assets (36 694) (22 934)

Net deferred tax (36 694) (22 934)

The company is utilizing a government grant (Skattefunn) on R&D that gives a net tax deduction,

which in 2023 amounted to NOK 0.1 million (NOK 1.4 million).

Company Consolidated Location Ownership

Zalaris Australia Pty Ltd 01/12/22 Sydney 100%

Zalaris Deutschland GmbH 18/05/17 Henstedt-Ulzberg 100%

Zalaris France SAS 19/01/21 Paris 100%

Zalaris HR Services Denmark A/S 15/07/00 Copenhagen 100%

Zalaris HR Services España SL 18/01/22 Madrid 100%

Zalaris HR Services Estonia 04/06/13 Tallinn 100%

Zalaris HR Services Finland OY 26/09/03 Helsinki 100%

Zalaris HR Services India Pvt Ltd 01/10/15 Chennai 100%

Zalaris HR Services Ireland Ltd 01/02/18 Dublin 100%

Zalaris HR Services Latvia SIA 27/12/06 Riga 100%

Zalaris HR Services Lithuania UAB 08/05/13 Vilnius 100%

Zalaris HR Services Norway AS 30/11/06 Lødingen 100%

Zalaris HR Services Sverige AB 19/04/01 Stockholm 100%

Zalaris Magyarország Kft 06/12/22 Budapest 100%

Zalaris Polska Sp Z.o.o 26/04/13 Warszawa 100%

Zalaris Singapore Pte Ltd 28/03/22 Singapore 100%

Zalaris UK Ltd 26/09/17 London 100%

Indirect owned subsidiaries

ba.se service & consulting GmbH 03/08/21 Hagen 100%

Held for sale

vyble GmbH N/A Hamburg 90%

Note 10 – Overview of subsidiaries

Company

(1,000) Other equity *

Share capital in

local currency

Local

currency

Number of

Nominal value

per share

Carrying

value Equity Profit/(loss)

Zalaris Australia Pty Ltd 0 AUD 100 1 199 (11 337) (7 023)

Zalaris Deutschland AG 55 EUR 54 552 1 193 438 42 476 5 872

Zalaris France SAS 1 EUR 1 000 1 10 (164 242) (38)

Zalaris HR Services Denmark A/S 500 DKK 5 000 100 6 177 12 381 3 298

Zalaris HR Services España SL 4 EUR 3 600 1 69 (210) 49

Zalaris HR Services Estonia 3 EUR 2 500 1 2 418 3 475 158

Zalaris HR Services Finland OY 8 EUR 1 000 8 0 29 626 3 743

Zalaris HR Services Finland OY 2 450 0 EUR 0 0 24 216 - -

Zalaris HR Services India Pvt Ltd 40 000 INR 4 000 000 10 5 824 8 711 3 223

Zalaris HR Services Ireland Ltd 0 EUR 100 1 0 818 98

Zalaris HR Services Latvia SIA 3 EUR 2 000 1 464 16 035 4 923

Zalaris HR Services Lithuania UAB 10 EUR 1 000 10 0 (106) (249)

Zalaris HR Services Norway AS 100 NOK 1 000 000 0 1 933 7 177 2 005

Zalaris HR Services Sverige AB 300 SEK 3 000 100 10 163 (1 811) 4 610

Zalaris Magyarország Kft 3 000 HUF 1 3 000 000 82 49 (40)

Zalaris Polska Sp Z.o.o 5 PLN 100 50 12 473 17 815 (1 027)

Zalaris Singapore Pte Ltd 0 SGD 100 1 1 (310) 65

Zalaris UK Ltd 10 GBP 10 100 1 23 822 42 073 12 262

Total 281 289 2 620 31 929

* Other Equity is converted subordinated loan to subsidiary to equity.

(NOK 1,000) 2023 2022

Trade accounts receivable 400 0

Other receivables 2 901 4 775

Receivables group companies 208 726 127 940

Total other short-term receivables 212 027 132 715

The major shareholders at 31.12.2023 are:

Shareholder Number of shares: % of total Type of account

Norwegian Retail AS 2 891 482 13,06% Ordinary

Verdipapirfondet Alfred Berg Gamba 2 106 346 9,52% Nominee

Danske Bank A/S 1 428 006 6,45% Ordinary

Codee Holding AS 1 395 735 6,31% Nominee

Verdipapirfondet DnB SMB 1 221 606 5,52% Nominee

J.P. Morgan SE 1 044 168 4,72% Nominee

Vestland Invest AS 940 659 4,25% Ordinary

Vpf DnB Norge Selektiv 703 551 3,18% Ordinary

Skandinaviska Enskilda Banken AB 653 734 2,95% Ordinary

Verdipapirfondet Nordea Avkastning 507 705 2,29% Ordinary

AS Mascot Holding 450 000 2,03% Ordinary

Verdipapirfondet Nordea Kapital 367 540 1,66% Ordinary

Ølja AS 349 650 1,58% Ordinary

Næringslivets Hovedorganisasjon 333 217 1,51% Nominee

Harlem Food AS 327 706 1,48% Ordinary

Skandinaviska Enskilda Banken AB 300 000 1,36% Ordinary

Verdipapirfondet Nordea Norge Plus 265 054 1,20% Ordinary

Taconic AS 262 040 1,18% Ordinary

BSN AS 240 000 1,08% Ordinary

Shares owned by the Company 490 070 2,21%

Others 5 857 010 26,46%

Total 22 135 279 100,00%

(NOK 1,000) 2023 2022

Cash in hand and at bank – unrestricted funds 70 799 53 941

Deposit accounts – guarantee rent obligations 2 720 2 698

Employee withheld taxes - restricted funds 1 710 1 511

Cash and cash equivalents in the balance sheet 75 229 58 149

Shares 2023 2022

Shares - nominal value NOK 0,10 22 135 279 22 135 279

Total number of shares 22 135 279 22 135 279

Note 11 – Other short-term receivables

Note 12 – Cash and cash equivalents

Note 13 – Share capital, shareholder information

and dividend

The company is included in a cash pool agreement through Nordea Bank ASA with it’s subsidiaries.

The nominal value of the share is NOK 0.10.

All the shares in the Company have equal voting

rights and are entitled to dividend.

The computation of earnings per share is shown

in note 8 in the consolidated financial statement.

Dividend

No dividend was paid for the financial year 2022. The board of

directors will not propose a dividend for the financial year 2023.

Dividend paid in 2022 relates to the 2021 financial year.

Note 14 – Interest-bearing loans and borrowings

2023

(NOK 1,000) (NOK 1,000)

Financial institution Agreement Maturity Duration Interest rate Non-current Current Total

Oslo Stock Exchange* Bond loan 46813 5 years see below 439 205 - 439 205

De Lage Landen Finans Software lease Jan 2028 5 years 7,05% 759 251 1 010

Nordea Bank Norge ASA Group cash pool - 48 854 48 854

Interest-bearing debt and borrowings 439 964 49 105 489 069

2022

(NOK 1,000) (NOK 1,000)

Financial institution Agreement Maturity Duration Interest rate Non-current Current Total

Oslo Stock Exchange* Bond loan Sept 2023 5 years see below - 368 208 368 208

De Lage Landen Finans Software lease Jan 2028 5 years 0,0705 1 016 251 1 267

Nordea Bank Norge ASA Group cash pool - 113 912 113 912

Interest-bearing debt and borrowings 1 016 482 371 483 387

* Bond loan, Oslo Stock Exchange

The Company secured a EUR 40 million bond

loan registered on the Oslo Stock Exchange in

September 2023. The bond has maturity on 28

March 2028 with no principal payments before

maturity. Interest rate to be paid is 3 months

Euribor +5.25%.

The Company has deferred NOK 12.0 million

in issuing costs (2.7 % of the bond loan), which

are being amortised over the term of the loan.

The balance at 31 December 2023 is NOK 10.2

million (NOK 1.4 million).

Assets Pledged as Security

Assets in the subsidiaries Zalaris HR Services

Norway AS, Zalaris HR Services Sweden AB,

Zalaris HR Services Denmark AS, Zalaris HR

Services Finland OY and Zalaris Deutschland

AG have been pledged as guarantees for

the loan.

Guarantees and Commitments

There are not issued any guarantees from the

parent company on behalf of the Company

against third parties. Nordea has pledged

guarantee of NOK 7 mill against assets in Zalaris

ASA as security for bank deposits.

Note 15 – Financial Instruments

2023

Financial instruments by category

(NOK 1,000)

Loans and

receivables

Fair value

through profit

or loss

Liabilities at

amortized

cost

Total book

value

Financial assets

Other short-term receivables to group

companies

208 726 208 726

Other short-term receivables 2 901 2 901

Cash and cash equivalents 75 229 75 229

Total 286 856 - - 286 856

Financial liabilities

Borrowings, long term 439 964 439 964

Borrowings, short term, revolving credit 48 854 48 854

Borrowings, short term, loan 251 251

Short-term debt to group companies 18 777 18 777

Trade accounts payables 7 960 7 960

Public duties payable 3 628 3 628

Other short-term debt 20 426 20 426

Total - - 539 860 539 860

2022

Financial instruments by category

(NOK 1,000)

Loans and

receivables

Loans and

receivables

Loans and

receivables

Total book

value

Financial assets

Other short-term receivables to group

companies

127 940 127 940

Other short-term receivables 4 775 4 775

Cash and cash equivalents 52 318 52 318

Total 185 034 - - 185 034

Financial liabilities

Borrowings, long term 1 016 1 016

Borrowings, short term, revolving credit 108 081 108 081

Borrowing, short term, bond loan 368 459 368 459

Other short-term debt to group company 7 465 7 465

Trade accounts payables 17 941 17 941

Public duties payable 2 249 2 249

Other short-term debt 8 524 8 524

Total - - 513 735 513 735

Fair value of financial instruments

The Company classifies fair value

measurements by using a fair value hierarchy

which reﬂects the importance of the input used

in the preparation of the measurements. The fair

value hierarchy has the following levels:

Level 1: Non-adjusted quoted prices in active

markets.

Level 2: Other data than the quoted prices

included in Level 1, which are observable for

assets or liabilities either directly, i.e. as prices,

or indirectly, as derived from prices.

Level 3: Data for the asset or liability which is

based on unobservable market data.

It is assessed that the carrying amounts of

financial instruments recognised at amortised

cost in the financial statements approximate

their fair values. The assessment is based on a

judgment that difference between interest rate

at year-end compared to draw down. Value

assessment is level 3 in the fair value hierarchy.

Financial risk management

Overview

The Company has some exposure to risks from

its use of financial instruments, including credit

risk, liquidity risk, interest rate risk and currency

risk. This note presents information about the

Company’s exposure to each of the above-

mentioned risks, and the Company’s objectives,

policies and processes for managing such risks.

At the end of this note, information regarding

the Company’s capital management is provided.

Market Risk from Financial Instruments

Market risk is the risk that the fair value of future

cash ﬂows of a financial instrument will ﬂuctuate

because of changes in market prices. Market

prices comprise three types of risk: market

risk (e.g. interest rate risk and currency risk),

commodity price risk and other price risk. The

Company’s financial instruments are mainly

exposed to interest rate and currency risks.

Interest Rate Risk

Interest rate risk is the risk that the fair value or

future cash ﬂows of a financial instrument will

ﬂuctuate because of changes in market interest

rates. The Company’s exposure to the risk of

changes in market interest is managed by the

mix of fixed and variable rate loans.

Foreign Currency Risk

Foreign currency risk is the risk that the

fair value or future cash ﬂows of a financial

instrument will ﬂuctuate because of changes

in foreign exchange rates. The Company is

primarily exposed to foreign exchange risk

arising from various currency exposures with

respect to the USD, EUR and GBP in relation

to its debt obligations as well as from certain

commercial transactions.

For operational transactions denominated in

foreign currencies, the Company’s policy is to

exchange into foreign currency as required on

a spot basis.

As of 31 December 2023, the Company has a

bond loan listed on the Oslo Stock Exchange.

Per 31 December the Company had an

unrealised currency gain amounting to NOK

1.3 million related to this loan. Otherwise, the

Group has limited exposure to currency risk

from assets and liabilities recognised as of

31 December 2023 that are denominated in

currencies.

Credit Risk

The carrying amounts of financial assets

represents the Company’s maximum credit

exposure. The counterparty to the cash and

cash equivalents and deposits banks which are

assessed to be solid.

Per 31 December 2023

(Amounts in NOK 1,000)

Less than 3

months

3 to 12

months 1 to 5 years Total

Borrowings, long term 439 964 439 964

Borrowings, short term - 49 105 49 105

Trade creditors and other short term liabilities 7 960 42 831 50 791

Total liabilities 7 960 91 936 439 964 539 860

Per 31 December 2022

(Amounts in NOK 1,000)

Less than 3

months

3 to 12

months 1 to 5 years Total

Borrowings, long term 1 016 1 016

Borrowings, short term - 476 541 482 372

Trade creditors and other short term liabilities 17 941 18 238 36 179

Total liabilities 17 941 494 779 1 016 519 566

Capital management

A key objective in relation to capital

management is to ensure that the Company

maintains a sufficient capital structure to support

its business development and to maintain a

strong credit rating. The Company evaluates

its capital structure considering current and

projected cash ﬂows, potential new business

opportunities and the Group’s financial

commitments. To maintain or adjust the capital

structure, the Company may issue new shares

or obtain new loans.

Zalaris ASA (the "Company") operates a

share-based payment plan for members of the

executive management and key employees.

The share-based payment plan consists of a

share option program and restricted stock units

("RSUs").

Restricted stock units

The general meeting of Zalaris ASA held on

23 May 2023, gave the Board the authority to

grant up to 135,000 RSUs annually to executive

management, with matching requirements.

Under this plan the executive management

may convert up to 50% of approved bonuses

to RSU’s at a 100% higher value (e.g. NOK 50k

of annual bonus is converted to NOK 100k

worth of RSUs). The purpose of the RSUs is to

further align the interests of the Company, its

subsidiaries and its shareholders by providing

long term incentives in the form of an own

investment in the Company done by the

participant and matching awards (the RSUs).

The granted RSUs have a three-year vesting

period. The RSUs require the employee to

purchase the required number of matching

shares at the grant date and hold these until

the RSUs are fully vested. Non-vested RSUs are

cancelled when the employee has given notice

of termination and are treated as forfeited. If

The costs recognised for the share-based

payment plan are shown in the following table:

Note 16 – Other short term debt

Note 17 – Share-based payment plan

(NOK 1000) 2023 2022

Wages, holiday pay and bonus 6 655 6 233

Accrued expenses and other current liabilities 13 771 2 291

Total 20 426 8 524

(NOK 1000) 2023 2022

Restricted Stock Units 1 656 1 101

Employee share options 9 933 7 526

Accrued social security costs 3 014 (110)

Total recognized costs 14 603 8 517

Accrued payroll tax at the end of the period 1 816 118

for some reason the Company is not holding

a sufficient number of shares at the relevant

settlement date, any RSUs awarded and settled

under the plan shall be settled by a cash bonus

payment equal to the fair market value per

share on the date of settlement multiplied by

the number of RSUs.

The Company will do its utmost to settle the

granted RSUs as shares, and thus accounts for

the RSUs as an equity-settled plan.

Share Option Program

The general meeting of Zalaris ASA held on

20 May 2021, gave the Board the authority to

grant up to 250,000 employee share options

annually for a three-year period. The strike price

is based on the weighted average share price

for seven days preceding the grant. 60% of the

options granted vest after 36 months, while the

remaining 40% vest after 60 months. Each share

option corresponds to one share.

Employee share options are not subject to any

performance-based vesting conditions. The

Company has the option to settle the share

options in cash, however they have no legal or

constructive obligation to repurchase or offer

cash-settlements for options granted.

Non-vested share options are cancelled when

the employee has given notice of termination

and are treated as forfeited. A total of 1,000,000

options were granted in 2023. The options

were granted at an average exercise price of

NOK 37.18.

The following table illustrates the number of

options outstanding and their weighted average

exercise price (WAEP):

The fair value of the share options is estimated

at the grant date using the Black-Scholes option

pricing model, taking into account the terms and

conditions upon which the share options were

granted. The weighted average fair value of

share options granted to employees during the

period was NOK 16.49 per option (NOK 11.12).

The following table lists the key inputs to the

model used for the year ended 31 December:

Number of RSUs 2023 2022

Outstanding at the beginning of the period 66 299 125 268

Granted 82 343 41 031

Released (11 979) (100 000)

Outstanding at the end of the period 136 663 66 299

The weighted average assumptions used 2023 2022

Expected life of RSUs (year) 3.00 3.00

Weighted average share price 41.00 47.00

A total of 82,343 RSUs were granted in 2023, and the following table illustrates the

number of RSUs outstanding:

The fair value of the RSUs is the weighted

average share price at grant date:

2023 2022

Number of

options WAEP (NOK)

Number of

options WAEP (NOK)

Outstanding at the beginning of the period 2 246 500 46.57 1 522 500 51.87

Granted 1 000 000 37.18 807 000 37.06

Exercised (34 212) 35.04 - -

Terminated (340 800) 44.92 (83 000) 51.02

Expired (139 488) 31.75 - -

Outstanding at the end of the period 2 732 000 44.25 2 246 500 46.57

Exercisable at the end of the period - - - -

The weighted average assumptions used 2023 2022

Expected volatility (%) 47.16 44.22

Risk-free interest rate (%) 3.19 2.97

Expected life of options (year) 3.0 3.2

Weighted average share price 41.21 34.78

Historic volatility is assumed to be a reasonable

indicator of expected volatility. Expected

volatility is therefore defined as historic volatility.

The risk-free interest rate used for share option

calculations is collected as of grant date from

Norges Bank. Where there is no exact match

between the term of the interest rates and the

term of the share options, interpolation is used

to estimate a comparable term.

Annual share purchase program

The Company completed an annual share

purchase program for employees in Q4 2023.

As part of the program, Zalaris has sold 24,511

own shares to employees at a subscription

price of NOK 33.41 per share to Norwegian

employees and NOK 31.45 per share to non-

Norwegian employees per share. The shares

were transferred to the employees in January

2024. The subscription price was based on the

volume-weighted average share price in the

period between 10 November to 7 December

2023, less a 20 % discount. To receive the

discount the shares have a 12 months lock-up

period.

See Executive Remuneration Policy for detailed

information.

There have been no events after the balance

sheet date which have had a material effect on

the issued accounts.

Note 18 – Events after the balance sheet date

“As a Cloud Consultant, I’m honoured to have been

part of the journey that has reshaped our financial

narrative. Our achievements highlight the strategic

impact of cloud solutions in driving efficiency,

scalability, and ultimately, financial success.”

– Vivian Chiha

Zalaris SAP SuccessFactors

Consultant

Corporate Governance

Zalaris ASA’s (“Zalaris” or the “Company”)

corporate governance policy is based on,

and complies with, the Norwegian Code of

Practice for Corporate Governance (the “Code

of Practice”). Good corporate governance will

strengthen confidence in Zalaris and help to

ensure the greatest possible value creation

over time, in the best interests of shareholders,

employees and other stakeholders. The

objective of the Code of Practice is that

companies listed on Norwegian-regulated

markets shall practice corporate governance

that regulates the division of roles between

shareholders, the Board of Directors (or the

“Board”) and executive management more

comprehensively than is required by legislation.

Zalaris ASA is incorporated and registered

in Norway and is subject to Norwegian law.

According to the Accounting Act No. 3-3b, the

Company is obliged to report on the principles

and practices of corporate governance. In

addition, the Oslo Stock Exchange requires

an annual statement on compliance with the

Company’s corporate governance policy.

This is in accordance with NUES, the Norwegian

Code of Practice for Corporate Governance

(In Norwegian it’s known as “Norsk anbefaling

for eierstyring og selskapsledelse”), issued by

the Norwegian Corporate Governance Board.

It was most recently revised on 14 October 2021.

The statement for the fiscal year 2023 follows

the provisions in the Accounting Act No. 3-3b,

and also follows the provisions for Corporate

Governance Policy for Zalaris ASA, and the

Board of Directors approved it on 26 April 2018:

1. Zalaris’ corporate governance is in

compliance with the Code of Practice.

2. The Code of Practice is available on

www.nues.no.

3. The Board of Directors has below made

a statement of corporate governance and

comments on any deviations are made under

each chapter.

4. In chapter 10, the main elements of Zalaris’

risk and internal control in the financial

reporting process are described.

5. Zalaris has no shareholder decisions that

expand or differ from the Norwegian Public

Limited Liability Companies Act, chapter 5.

6. The composition of the Board, the

remuneration committee, the nomination

committee and the audit committee are

described in chapter 7, 8 and 9. The main

elements of their instructions and guidelines

are described in chapter 8 and 9.

7. Shareholder decisions that regulate the

election period for the Board of Directors are

described in chapter 8.

8. Shareholder decisions and Board of Directors

authorizations for issue of new shares or

purchase of own shares are described in

chapter 3.

1. Statement on Corporate

Governance

Zalaris follows the Code of Practice. The code

matches how Zalaris operates. The Board is

responsible for making sure that the Company

has good corporate governance. Zalaris gives

a comprehensive overview of the Company's

corporate governance in the Company's annual

report (herein). Also, the Company's website

will have a description of the main corporate

governance principles of the Company for

external stakeholders to see.

The annual review of the Company’s

compliance with the Code of Practice was

adopted on 10 April 2024.

2. Business

Zalaris ASA and its subsidiaries offer complete

outsourcing and consulting services for various

human resources (HR) functions, such as payroll,

payroll accounting, personnel administration,

travel expenses, statutory leave, recruiting,

performance management, learning process

administration and so on, and the sale of

related software. They also own shares in

other companies and engage in other activities

related to this.

Zalaris aims to achieve high efficiency and high

customer satisfaction and a close relationship

with its customers, which involves local service

centres in all the countries where we operate,

supported by dedicated service delivery centres

in Latvia, Poland and India, automation of

processes, and use of cloud and AI. Local staff

with high expertise in HR function processes

ensure lasting and successful partnerships with

our customers.

A more detailed description of our services is

available on Zalaris’ website, www.zalaris.com.

The Board of Directors has made a yearly plan

that concentrates on its work to set goals,

strategy and risk profiles for the Company in a

way that Zalaris delivers value to shareholders

sustainably, and to monitor the execution of this

once a year. Moreover, the Board of Directors

performs supervision to make sure that the

Company achieves its specified targets and that

the Company has adequate risk management.

Sustainability is an important factor in the

Company's operations and value creation.

Please refer to Zalaris' ESG report, which can

also be found on www.zalaris.com.

Corporate ethics are about our actions towards

others and the environment. It involves human

rights, employee rights and social issues, the

external environment, the anti-corruption policy,

The Board of Directors considers the

Company’s capital structure to be satisfactory.

Dividend Policy

The Board shall set a transparent and consistent

dividend policy that guides its recommendations

for dividend distributions to the general

meeting. The dividend policy shall be available

on the Company's IR website.

The board of directors will not propose a

dividend for the financial year 2023.

Authorizations to Increase Share Capital

Authorizations granted to the Board to increase

the Company’s share capital shall be restricted

to defined purposes. If the general meeting is

to consider authorizations to the Board for the

issuance of shares for different purposes, each

authorization shall be considered separately by

the general meeting. Authorizations granted to

the Board shall be limited in time to no longer

than until the next annual general meeting.

The Board has currently no authorization to

issue new shares.

Authorization to Purchase Own Shares

The Board of Directors’ recommendation is that

its authority to buy the Company’s own shares

shall be granted for a period limited to the next

annual general meeting.

At Zalaris’ annual general meeting on 23 May

2023, the Board of Directors was granted an

the work environment, non-discrimination and

equality, and environmental impact. Everyone

who works with Zalaris must follow the rules

and guidelines that are based on Zalaris’ core

values. At Zalaris, we want everyone to help

create a healthy corporate culture.

Zalaris has issued a separate Remuneration

Report which is available on www.zalaris.com.

Zalaris has defined a Code of Conduct, which

is the foundation of our corporate culture

and defines the core principles and ethical

standards by which we create value in our

Company.

The Code of Conduct valid for the Company

and its subsidiaries is available on

www.zalaris.com.

3. Equity and Dividends

Equity

Zalaris believes in further profitable growth in

the years to come. For this, the Company needs

to have a strong capital structure and liquidity.

Zalaris’ consolidated equity amounted to NOK

203.0 million as of 31 December 2023, which

corresponds to an equity ratio of 18.3%.

Cash and cash equivalents were NOK 135.7

million as of 31 December 2023

of an authorization granted to the Board, the

justification shall be publicly disclosed in a stock

exchange announcement issued in connection

with the increase in share capital.

Transactions in Own Shares

Any transactions the Company carries out in its

own shares shall be carried out either through

the Oslo Stock Exchange, or at prevailing stock

exchange prices if carried out in another way.

If there is limited liquidity in the Company’s

shares, the Company shall consider other ways

to ensure equal treatment of all shareholders.

5. Freely Negotiable Shares

Zalaris shares are freely negotiable and there

are no limitations of the negotiability in Zalaris’

Articles of Associations. There are no limitations

for any party’s ability to own, trade or vote for

shares in Zalaris.

6. General Meetings

Exercising Rights

Zalaris facilitates that as many shareholders

as possible may participate in the Company’s

general meetings and that the general meetings

are an effective forum for the views

of shareholders and the Board.

The notice and the supporting documents and

authorization to acquire shares with a total

nominal value up to NOK 221,353. The highest

amount which can be paid per share is NOK

160.00 and the lowest is NOK 0.10. The Board

of Directors is authorized to acquire and

sell shares as the Board finds it appropriate.

Acquisition can nevertheless not be done by

subscription for shares.

The authorization was valid until either the

regular general meeting in 2024 or 30 June

2024, whichever comes first.

4. Equal Treatment of

Shareholders

General Information

Zalaris has one class of shares. Each share

carries one vote, and all shares carry equal

rights, including the right to participate in

general meetings. All shareholders shall be

treated on an equal basis, unless there is just

cause for treating them differently.

Share Issues without Pre-emption Rights for

Existing Shareholders

Any decision to deviate from the pre-emption

rights of existing shareholders to subscribe

for shares in the event of an increase in share

capital shall be justified. Where the Board

resolves to carry out an increase in share

capital and deviate from the pre-emption

rights of existing shareholders on the basis

Shareholders who cannot be present at the

general meeting must be given the opportunity

to vote by proxy or to participate by using

electronic means. The Company will provide

information on the procedure for attending

by proxy and nominate a person who will be

available to vote on behalf of shareholders as

their proxy. In addition, a proxy form will be

prepared, which shall, insofar as this is possible,

be formulated in such a manner that the

shareholder can vote on each item that is to

be addressed.

The general meeting should be attended by

representatives from the Board. The chairman

of the Nomination Committee, the Remuneration

Committee and the Audit Committee may attend

whenever practical. In addition, as a minimum,

the CEO and CFO from the management team

of Zalaris, will attend the general meeting.

The Board of Directors decides the agenda

of the general meeting. The main issues of the

agenda follow the requirements in the law.

Each general meeting appoints a chairman.

The Code of Practice recommends that an

independent person is appointed to chair the

general meeting. Considering the Company’s

organization and shareholder structure, the

Company considers it unnecessary to appoint

an independent chairman for the general

meeting, and this task will, for practical

purposes, normally be performed by the

chairman of the Board. However, the need

information on the resolutions to be considered

at the general meeting shall be available on the

Company’s website no later than 21 days prior

to the date of the general meeting. The notice

and agenda for the meeting will be sent per

post to all shareholders with a known address

in Verdipapirsentralen (VPS) no later than 21

days prior to the date of the general meeting.

According to Zalaris’ Articles of Associations, it

is sufficient that the supporting documents and

information on the resolutions to be considered

are available on the Company’s website. A

shareholder may, nevertheless, demand to

receive the documents concerning matters that

are to be discussed in the general meeting.

The resolutions and supporting documentation,

if any, shall be sufficiently detailed and

comprehensive to allow shareholders to

understand and form a view on matters that are

to be considered at the meeting.

The deadline for shareholders to give notice

of their attendance at the general meeting

will be set as close to the date of the general

meeting as possible. The Board and the person

who chairs the general meeting shall ensure

that the shareholders have the opportunity to

vote separately on each candidate nominated

for election to the Company’s Board and

committees.

The general meeting on 23 May 2023 elected

Bård Brath Ingerø (Leader), Ragnar Horn and

Sven Thoren to the nominating committee for a

period until the annual general meeting in 2024.

8. Board; Composition and

Independence

Board Composition

According to the Articles of Associations for

Zalaris ASA, the Board of Directors shall consist

of three to ten members.

At the end of 2023, the Zalaris’ Board of

Directors consisted of five members — two

women and three men. The CEO of Zalaris is

not part of the Board.

The Board of Directors in Zalaris has broad

representation from countries in the Nordic

region, and experience from different industries

like IT, finance, industrial and consulting, as

well as competencies within organization,

management, finance, HR and marketing.

A presentation of the Board of Directors is

available on Zalaris’ website, www.zalaris.com.

Board Independency

The composition of the Board is such that

it can attend to the common interests of all

shareholders and meet Zalaris’ need for

expertise, capacity and diversity and that

for an independent chairman is evaluated in

advance of each general meeting based on the

items to be considered at the general meeting.

The minutes from the annual general meeting

will be published on the Company’s websites

and on the website of the Oslo Stock Exchange.

7. Nomination Committee

The Company shall have a nomination

committee comprising such number of persons

as determined by the general meeting of the

Company from time to time — and whose

members shall be appointed by a resolution

of the general meeting, including the Chairman

of the committee. The general meeting shall

determine the remuneration of the nomination

committee and shall stipulate guidelines for

the duties of the nomination committee. The

nomination committee should not include the

Company’s CEO or any other any executive

personnel or any member of the Company’s

Board of Directors.

The nomination committee’s duties are to

propose candidates for election to the Board

and to propose remuneration to be paid to

such members. The nomination committee

shall justify its recommendations. The Company

shall provide information of the nomination

committee and any deadlines for submitting

proposals to the committee.

transaction carried out by the Company.

Conflicts of interest and disqualifications

The Board’s rules of procedure states that a

member of the Board, or the CEO, may not

participate in the discussion or decision of

issues of such special importance to the person

in question, or to any closely related party

of said person, that the Board member must

be regarded as having a distinct personal or

financial interest in the matter. Zalaris’ Code of

Conduct also covers conflict of interest and how

this should be dealt with, and the code applies

to all the board members and employees

of Zalaris. There were no transactions that

were material between the Group and its

shareholders, board members, executive

management, or related parties in 2022.

The duty and responsibilities of the Board of

Directors are defined by applicable law, Zalaris’

Articles of Associations and the authorizations

and instructions given by the General Assembly.

The Board of Directors discusses all relevant

matters related to Zalaris’ activities of

significance or of special nature. During 2023,

the Board of Directors held 9 board meetings.

In accordance with Norwegian Public Limited

Companies Act No. 6-13, rules of procedure

were adopted on 25 April 2014 to set out more

detailed provisions regarding the duties and

working procedures of the Board of Directors

and CEO of Zalaris ASA.

it can act independently of the Company’s

executive management and material business

connections. All members of the Board

are independent of the Company’s major

shareholders, defined as a shareholder that

controls 10% or more of Zalaris’ shares or votes.

An overview of the shares owned by

related parties as of 31 December 2023,

including board members, is available in the

Remuneration report for 2023.

9. The Work of the Board

General

The Board of Directors is responsible for

the management of the Company, including

the appointment of a Chief Executive Officer

(CEO) to assume the daily management of the

Company. The Board members shall perform

their duties in a loyal manner, attending to

the interests of the Company, and ensure

that its activities are organised in a prudent

manner. The Board of Directors shall adopt

plans and budgets and guidelines applicable

to the activities of the Company. The Board

of Directors shall keep itself informed of the

financial position of the Company and has a

duty to ensure that its corporate accounts and

asset management are subject to satisfactory

controls. Members of the Board and executive

personnel must notify the Board if they have

any significant, direct or indirect, interest in a

or independent auditor to attend a meeting of

the committee or to meet with any members of,

or any advisor or consultant to, the committee.

The committee may, at its discretion, request

management, the independent auditor, or

other persons with specific competence,

including outside counsel and other outside

advisors, to undertake special projects or

investigations which it deems necessary to fulfil

its responsibilities, especially when potential

conﬂicts of interest with management may be

apparent.

The auditor shall annually present a plan for the

auditing work to the audit committee and have

at least one annual meeting with the committee

to go through the Company’s internal control

systems and to identify possible weaknesses

and potential areas of improvement.

Members of the current audit committee are

Adele Norman Pran (leader) and Erik Langaker.

Remuneration Committee

The remuneration committee shall consist of at

least two members of the Board, both of whom

shall be independent of the management of the

Company.

The Chairman is responsible for ensuring that

the Board’s work is performed in an efficient

and proper manner and in accordance with

applicable law.

Rules of Procedure for CEO

The Board of Directors is responsible for

the appointment of CEO of Zalaris. The

Board of Directors also defines instructions,

authorizations and conditions for CEO.

Audit Committee

The audit committee shall have two to four

Board members. The committee shall follow

the rules in the Norwegian Public Limited

Companies Act. Any committee member may

be replaced by the Board at any time.

The function of the committee is to assist

the Board in overseeing the integrity of

the Company’s financial statements, the

Company’s compliance with legal and

regulatory requirements, the independent

auditor’s qualifications and independence, and

the performance of the Company’s internal

accounting function and independent auditor.

The committee shall meet as often as it shall

determine, but not less frequently than in

connection with the interim financial report

(four times per year), preparation of the annual

report and the annual budget. The committee

may request any officer or employee of the

Company or the Company’s outside counsel

activities. Internal controls and the systems

for risk management should also encompass

the Company’s corporate values, ethical

guidelines and guidelines for corporate social

responsibility.

The Board carries out an annual review of the

Company’s most important areas of exposure

to risk and its internal control arrangements.

The most important areas are:

Motivation and Training of Employees

One of Zalaris’ focus areas is to ensure high-

quality services to our customers. This is only

possible through efficient processes and tools

and through highly competent and engaged

employees. Thus, Zalaris has implemented a

talent management program to ensure a good

development of highly qualified personnel in all

our departments and functions of the Company.

To constantly follow up with employee

engagement, Zalaris performs regular employee

surveys to uncover improvements needed to

achieve a healthy and good social environment

for its employees. Specific surveys to measure

and follow-up the impact of Covid-19 were

added in 2021, and continued to be carried

out through the first quarter of 2022. High

employee engagement is important to achieve

the Company’s overall financial targets. The

Company measures employees’ Net Promoter

Scores (NPS) on a quarterly basis, and has

established clear targets.

The remuneration committee’s primary

responsibilities include:

• Assessing the Group’s compensation and

benefits strategy by an annual review of

the organization’s overall compensation

plan (or practices). This includes monitoring

the effectiveness of the design, performance

measures and award opportunities offered by

the Group’s executive compensation plans.

• Overseeing the CEO’s efforts to identify and

develop potential successors for key

executive positions.

• Reviewing annually the Board including

performance, working methods and practices

and the adequacy of its composition.

The current members of the remuneration

committee are Liselotte Hägertz Engstam

(leader) and Adele Norman Pran.

Annual Evaluations

The Board has conducted an evaluation of its

performance and expertise in 2023.

10. Risk Management and

Internal Control

The Board and the management in Zalaris

emphasise the importance of establishing and

maintaining routines for internal control and risk

management that are appropriate in relation

to the extent and nature of the Company’s

personnel statistics and risk areas. The purpose

of these meetings is to detect risks of variation

in any of these areas that can affect financial

outcomes compared to the set goals as soon as

possible and start taking measures to mitigate

potential risks sooner. The regional manager,

business unit managers, CEO and CFO are part

of these meetings.

Customer Satisfaction

Zalaris' goal is to help our clients get the most

out of their human resources by providing

excellent HR processes, and, therefore,

customer satisfaction is a priority for Zalaris.

The Company undertakes customer satisfaction

surveys on a regular basis to have knowledge

about customer satisfaction, and to collect

information about improvement areas to

achieve a high level of customer satisfaction

and ensure further profitable growth for Zalaris.

The Company has established clear targets for

customer satisfaction.

11. Remuneration of the Board

The remuneration of the Board is to be decided

by the shareholders at the Company’s annual

general meeting. The nomination committee

is to propose remuneration to be paid to such

members. The level of remuneration of the

Board shall reﬂect the responsibility of the

Board, its expertise and the level of activity

in both the Board and any Board committees.

Internal Work Procedures, Instructions and

Authorities

In addition to the instructions which follow each

employment contract, Zalaris has established

internal procedure manuals for employees

to be followed to ensure quality, efficiency

and transparency in our internal processes.

The Company focuses on the understanding,

training and execution of these defined internal

procedures.

Financial Reporting

Zalaris has developed internal procedures for

monthly, quarterly and annual financial reporting

including routines for internal controls. The

audit committee reviews the quarterly reporting

in separate meetings with the CFO of the

Company. The consolidated financial statement

is prepared in accordance with IAS/IFRS.

The Board receives a monthly report of the

consolidated financial results with comments

on deviation to adopted budget numbers

for the year per business unit. The Company

also prepares regular financial forecasts for

the current financial year. Any discrepancies

are explained and planned actions to reach

financial targets and/or budgets are presented

to the board.

The Company holds monthly meetings with

each region to present and discuss their

financial performance and key performance

indicators in areas such as customer deliveries,

at the annual general meeting. The latest

updated Executive Remuneration Policy will

be presented for a vote at the annual general

meeting in 2024, and the policy will also be

published on www.zalaris.com.

The main criteria for setting the salaries and

other compensation for the CEO and other

executive staff in Zalaris are that salaries should

be reasonable and fair, and match the local

market conditions, as Zalaris wants to keep and

recruit good leaders. Also, Zalaris should offer

terms that motivate the executive staff to create

value for Zalaris and its shareholders, that foster

loyalty to the Company and align the interests

of the executive staff and shareholders.

At Zalaris, the performance-based remuneration

for executive personnel is at a maximum 30%

of the annual fixed salary.

The termination period for the CEO is six

months. The other executives at Zalaris have

termination periods from three to six months.

The termination period starts from the last day

of the month on which the written notice of

termination is given.

The CEO is entitled to six months’ severance

pay in case of dismissal from the Company, or

if terminating at their own will due to a position

change resulting in no longer solely managing

the Zalaris Group.

The remuneration of the Board shall not be

linked to the Company’s performance. The

Company shall not grant share options to

members of the Board.

Board members and/or their associated

companies shall usually not perform any specific

work for the Company besides their roles as

Board members. If they do perform such work,

they must inform the Board and the Board must

approve the compensation for such extra duties.

Any remuneration in addition to normal fees to

the members of the Board shall be specifically

identified in the annual report.

An overview of the remuneration for the Board

for 2023 will be included in the remuneration

report to be presented to the annual general

meeting in 2024 for an advisory vote, and the

report will also be published on www.zalaris.

com when available.

12. Salary and other

remuneration of executive

personnel

The Board has established an Executive

Remuneration Policy setting out the main

principles applied in determining the salary and

other remuneration of the executive personnel.

This policy is considered and approved

channel for the shareholders on its website.

All published information is available on Zalaris’

website. It is also possible for shareholders to

send inquiries through the website.

Every quarter, Zalaris shares its financial

performance and priorities for the past quarter,

as well as its views on the market and any

special events that the Company thinks are

important for its shareholders, through online

presentations. The CEO and the CFO of the

Company lead the presentations. The quarterly

reports and the presentations are available on

Zalaris’ website.

The Board of Director approves the financial

calendar for Zalaris, which sets the date and

time for releasing interim reports, annual

financial statement and having the annual

general meeting. The financial calendar is

posted on Zalaris’ website and on the website

of the Oslo Stock Exchange.

14. Take-overs

In the event of a takeover process, the Board

shall ensure that the Company’s shareholders

are treated equally and that the Company’s

activities are not unnecessarily interrupted.

The Board shall also ensure that the

shareholders have sufficient information and

time to assess the offer.

An overview of the remuneration for Corporate

Management for 2023 will be included in the

remuneration report to be presented to the

annual general meeting in 2024 for an advisory

vote, and the report will also be published on

www.zalaris.com.

13. Information and

Communication

The communication policy of Zalaris is based

on the approach that objective, detailed and

relevant information to the market is essential

for a proper valuation of the Company’s shares.

Thus, the Company has continuous dialogue

with analysts and investors.

All periodic financial reporting is published

according to the adopted guidelines for

companies listed on the Oslo Stock Exchange.

Zalaris strives at all times to publish all

relevant information in a timely, correct,

non-discriminatory and efficient manner to

the market. All relevant information will be

published on the Company’s websites and on

the website of the Oslo Stock Exchange.

Zalaris shall give all shareholders the same

information at the same time. In contact with

analysts and investors, the Board of Directors

and the management of the Company shall only

communicate already published information.

The Company has established a communication

the bid, the Board shall arrange an independent

valuation. This shall also apply if the bidder

is a major shareholder (as defined in Section

8 herein). Any such valuation should either

be enclosed with the Board’s statement or

reproduced/referred to in the statement.

15. Auditor

Zalaris is audited by EY.

Zalaris does not use the auditor for any

purposes other than auditing without approval

of the Audit Committee. The auditor submits

on an annual basis the main features of the plan

for the audit of the Company to the Board.

The auditor participates in board meetings

dealing with the annual accounts, accounting

principles, assessment of any important

accounting estimates and matters of importance

on which there has been disagreement

between the auditor and the executive

management of the Company.

The auditor shall at least once a year present

to the Board a review of the Company’s

internal control procedures, including identified

weaknesses and proposals for improvement.

In addition, the Board shall hold a meeting with

the auditor at least once a year at which no

representative of the executive management

is present.

The Board shall not attempt to prevent or

impede the takeover bid unless this has been

decided by the general meeting in accordance

with applicable laws. The main underlying

principles shall be that the Company’s shares

shall be kept freely transferable and that the

Company shall not establish any mechanisms

which can prevent or deter takeover offers

unless this has been decided by the general

meeting in accordance with applicable law.

If an offer is made for the Company’s shares,

the Board shall issue a statement evaluating

the offer and making a recommendation as

to whether shareholders should or should not

accept the offer.

If the Board finds itself unable to give a

recommendation to the shareholders on

whether or not to accept the offer, it should

explain the reasons for this. The Board’s

statement on a bid shall make it clear whether

the views expressed are unanimous, and if this

is not the case, it shall explain the reasons why

specific members of the Board have excluded

themselves from the statement.

The Board shall consider whether to arrange

a valuation from an independent expert. If any

member of the Board, or close associates of

such member, or anyone who has recently

held a position but has ceased to hold such a

position as a member of the Board, is either the

bidder or has a particular personal interest in

The Board reports the remuneration paid to

the auditor to the shareholders at the annual

general meeting, including details of the fee

paid for audit work and any fees paid for other

specific assignments. An overview of the

remuneration paid to the auditor is available

in the financial statement note 5.

“The meaningful work, the team collaboration

and the dedication to delivering quality have

not only shaped my career but has also

become fundamental elements of my identity

as a professional consultant. I look forward to

the continued journey of growth and success

with Zalaris.”

– Andra Stoica

Zalaris Solution Architect

Auditor’s Report

“Delivering services based on one

common IT platform – Zalaris

PeopleHub – supported by local

competent resources has been

main differentiators and key

to our success”

– Hans-Petter Mellerud

CEO and founder of Zalaris

IN PROGRESS

Shareholder Information

Introduction

There were 22,135,179 issued shares at the end

of 2023, of which 490,070 were owned by the

Company. A total of 7.4 million Zalaris shares

were traded on the Oslo Stock Exchange

(“OSE”) during 2023, compared to 7.4 million in

2022. The total value the shares traded during

2023 was NOK 268 million, compared to NOK

232 million in the previous year. The average

daily trading volume in Zalaris shares on the

OSE during 2023 was 29k shares compared to

30k shares in 2022. Zalaris’ share price closed

at NOK 46.60 at the end of 2023.

Zalaris’ shares are listed on the Oslo Stock

Exchange.

Key Figures for Zalaris Share Dividend Policy

Zalaris’ overall objective is to create value

for its shareholders through an attractive and

competitive return in the form of an increase

in the value of the share and through the

distribution of dividends. The dividends paid

should reflect the Company’s growth and

profitability.

Zalaris will aim to make annual dividend

payments in the region of 50 percent of the

net profits before tax, provided that this will not

influence target growth negatively and that the

capital structure is sound and at a satisfactory

level. When deciding the final dividend amount

to be proposed for the General Meeting,

the Board of Directors will also take into

consideration Zalaris’ capital requirements,

including legal restrictions, capital expenditure

requirements and potential investment plans.

The board of directors will not propose

a dividend for the financial year 2023.

Buyback of Shares

Zalaris may consider buying back shares.

This consideration will be made in the light of

alternative investment opportunities and the

Company’s financial situation. In circumstances

when share buybacks are relevant, the Board

of Directors proposes buyback authorizations

to be considered and approved by the Annual

Key figures

(All figures in NOK

unless stated) 2023 2022 2021 2020 2019 2018 2017

Share price high (close) 47.20 54.60 72.80 53.20 27.60 58.20 58.50

Share price low (close) 27.30 20.70 49.60 22.00 19.90 25.20 33.00

Share price average

(close)

39.36 36.03 58.06 36.35 23.63 40.55 44.62

Share price year-end 46.60 29.20 54.00 51.80 27.60 25.20 56.00

Earnings per share (0.14) (1.79) 0.60 (0.53) (0.36) (0.06) (0.61)

Dividend per share 0.00 0.00 0.35 1.00 0.00 0.00 065

(Figures in 1000) 2022 2022 2021 2020 2019 2018 2017

Outstanding shares,

average

21 645 21 595 21 294 19 647 19 729 20 030 19 637

Diluted** shares,

average

24 514 23 721 22 736 20 301 20 123 20 177 20 265

Outstanding shares,

year-end

21 645 21 595 21 847 19 620 19 568 20 030 20 030

Diluted** shares,

year-end

24 514 23 904 23 492 20 505 20 196 20 177 20 230

* Including employee share options and restricted stock units (RSUs)

General Meeting. Authorizations are granted

for a specific time period and for a specific

share price interval during which share

buybacks can be made. Zalaris has not bought

back any shares during 2023.

Shareholders and voting rights

Zalaris has one class of share. Each share

carries one vote and all shares carry equal

rights, including the right to participate in

general meetings. All shareholders shall be

treated on an equal basis, unless there is just

cause for treating them differently Zalaris

shares are freely negotiable and there are no

limitations of the negotiability in Zalaris’ Articles

of Associations.

As of 31 December 2023, the number of

shareholders in Zalaris was 1,196, of which 94.5

percent were in the Nordic countries.

Investor Relations Policy

The investor relations policy at Zalaris is

based on the idea that objective, detailed and

relevant information to the market is essential

for a proper valuation of the Company’s shares;

thus, the Company has continuously had a

dialogue with analysts and investors.

Zalaris shall give all shareholders the same

information at the same time. In contact with

analysts and investors, the Board of Directors

and the Management of Zalaris shall only

communicate already published information.

Zalaris has established a communication

channel for the shareholders on its website

and all published information is made available

on this website. General investor relations

inquiries should be addressed to the following

email address: ir@zalaris.com.

Zalaris strives at all time to publish all

relevant information in a timely, correct,

non-discriminatory and efficient manner to

the market. All relevant information will be

published on the Zalaris website and on

the website of the Oslo Stock Exchange

Shareholders can register to Zalaris’ Investor

Relations distribution list if they would like to

receive investor information directly per email.

Zalaris holds quarterly web-based

presentations highlighting the financial results

of the closed quarter and focus areas going

forward. In addition, market outlooks and

special events which are considered relevant

for its shareholders are addressed. The

presentation is held by the CEO and the CFO

of the Company.

Both the quarterly reporting and the

presentations will be published on Zalaris’

website.

Investor Relations Contacts

The CFO in Zalaris ASA is the main contact

person for matters related to financial

information, such as quarterly reporting

and financial statements.

For all other matters, such as new customer

contracts or other share price sensitive

information, the CEO of Zalaris ASA is

the contact person CEO and founder:

Hans-Petter Mellerud

hans-petter.mellerud@zalaris.com

and CFO:

Gunnar Manum:

gunnar.manum@zalaris.com.

Analyst Coverage

ABG Sundal Collier:

Njål Eivind Kleiven

njal.kleiven@abgsc.no

Arctic Securities:

Kristian Spetalen

kristian.spetalen@arctic.com

Sparebanken1 Markets:

Petter Kongslie

petter.kongslie@sb1markets.no

Edison:

Milo Bussell

milo.busseell@edisongroup.com

VPS Registrar

Nordea Bank Norway ASA

Wholesale Banking | Securities Services

P O Box 1166 Sentrum,

N-0107 Oslo, Norway

Financial Calendar 2024

• Results Q1: 7 May 2024

• Annual General Meeting: 19 June 2024

• Results Q2: 22 August 2024

• Results Q3: 24 October 2024

76.0 %

6.8 %

17.1 %

0.2 %

Norway

Sweden

Europe

Other

1-100

101-1000

1001-10000

10001-100000

100001-1000000 28

286

416

349

+1000001 5

300 500100 400200

Rank Investor

Number of

shares Shareholding (%) Type

1 Norwegian Retail AS 2 891 482 13.06% Ordinary

2 Verdipapirfondet Alfred Berg Gamba 2 106 346 9.52% Ordinary

3 Codee Holding AS 1 445 735 6.53% Ordinary

4 Danske Bank A/S 1 428 006 6.45% Nominee

5 Verdipapirfondet DnB SMB 1 224 099 5.53% Ordinary

6 J.P. Morgan SE 1 079 168 4.88% Nominee

7 Vestland Invest AS 940 659 4.25% Ordinary

8 Vpf DnB Norge Selektiv 703 551 3.18% Ordinary

9 Skandinaviska Enskilda Banken AB 653 734 2.95% Nominee

10 Verdipapirfondet Nordea Avkastning 507 705 2.29% Ordinary

11 Zalaris ASA 465 559 2.10% Ordinary

12 AS Mascot Holding 460 000 2.08% Ordinary

13 Ølja AS 351 261 1.59% Ordinary

14 Næringslivets Hovedorganisasjon 333 217 1.51% Ordinary

15 Harlem Food AS 327 706 1.48% Ordinary

16 Skandinaviska Enskilda Banken AB 300 000 1.36% Nominee

17 Verdipapirfondet Nordea Norge Plus 265 054 1.20% Ordinary

18 Taconic AS 262 040 1.18% Ordinary

19 BSN AS 240 000 1.08% Ordinary

20 A/S Skarv 225 000 1.02% Ordinary

Other shareholders 5 924 857 26.77%

Total number of shares 22 135 179 100.00%

The largest 20 shareholders (incl Zalaris) 73.23%

Please refer to separate section for shares held by management and board members (insert link)

Alternative Performance Measures (APMs)

Alternative Performance

Measures (APMs)

Zalaris’ financial information is prepared in

accordance with IFRS. In addition, financial

performance measures (APMs) are used by

Zalaris to provide supplemental information

to enhance the understanding of the Group’s

underlying financial performance. These

APMs take into consideration income and

expenses defined as items regarded as

special due to their nature and include among

others restructuring provisions and write-offs.

Financial APMs should not be considered as

a substitute for measures of performance in

accordance with IFRS. Disclosures of APMs

are subject to established internal control

procedures.

Adjusted EBITDA and EBIT

EBIT, earnings before interest and tax is

defined as the earnings excluding the effects

of how the operations where financed, taxed

and excluding foreign exchange gains & losses.

EBIT is used as a measure of operational

profitability. EBITDA is before depreciation,

amortisation and impairment of tangible

assets and in-house development projects.

To abstract non-recurring or income not

reflective of the underlying operational

performance, the Group also lists the

adjusted EBIT and EBITDA. Adjusted EBIT

is defined as EBIT excluding non-recurring

2023 2022

(NOK 1 000) Jan-Dec Jan-Dec

EBITDA 162 607 106 184

Cost incurred in establishing AMS centre in Poland - 1 906

Share-based payments 11 575 8 706

Depreciation right-of-use assets (IFRS 16 effect) (23 002) (18 535)

Adjusted EBITDA 151 180 98 261

2023 2022

(NOK 1 000) Jan-Dec Jan-Dec

EBIT 70 503 23 695

Cost incurred in establishing AMS centre in Poland - 1 906

Share-based payments 11 575 8 706

Amortization of excess values on acquisition 13 690 11 935

Adjusted EBIT 95 768 46 242

costs, costs relating to share-based payments

to employees, and amortisation of excess

values on acquisition. Adjusted EBITDA is

EBITDA excluding non-recurring costs and

costs relating to share-based payments to

employees, but after depreciation of right-

of-use assets.

2023 2022

Jan-Dec Jan-Dec

Revenue growth, as reported 26.7 % 15.2 %

Impact of foreign currency -10.7 % 1.3 %

Revenue growth, constant currency 16.0 % 16.5 %

Managed Services revenue growth, as reported 27.1 % 21.7 %

Impact of foreign currency -9.3 % 1.4 %

Managed Services revenue growth, constant currency 17.8 % 23.1 %

Professional Services revenue growth, as reported 19.8 % -1.0 %

Impact of foreign currency -14.3 % 1.3 %

Professional Services revenue growth, constant currency 5.5 % 0.3 %

Free cash flow

Free cash flow represents the cash flow that

Zalaris generates after capital investments in

the Group’s business operations have been

made. Free cash flow is defined as operational

cash flow.

Net interest-bearing debt

(NIBD)

Net interest-bearing debt (NIBD), consists

of interest-bearing liabilities, less cash and

cash equivalents. The Group risk of default

and financial strength is measured by the net

interest-bearing debt.

Annual recurring revenue

(ARR)

ARR and ACV are defined as the annualised

value of revenue the Company expects to

receive from SaaS (software as a service)

and BPaaS (business process as a service)

contracts with customers but excludes change

orders that do not result in regular future

revenue. The measure is primarily used in

Managed Services, where customer contracts

normally have a term of five years, with mostly

stable monthly revenue.

Total contract value (TCV)

The total revenue that a customer contract is

expected to generate is called TCV. This metric

is mainly used in Professional Services to

assess the overall value of consulting projects

that are contracted.

Revenue growth in constant

currency

The following table reconciles the reported

growth rates to a revenue growth rate

adjusted for the impact of foreign currency.

The impact of foreign currency is determined

by calculating the current year revenue using

foreign exchange rates consistent with the

prior year.

Full time equivalents (FTEs)

The ratio of the total number of normal agreed

working hours for all employees (part-time or

full-time) by the number of normal full-time

working hours in that period (i.e. one FTE is

equivalent to one employee working full-time).

Postal Address PO Box 1053 Hoff

NO-0218 Oslo, Norway

Visiting Address Hoffsveien 4 NO-0275 Oslo

Telephone +47 4000 3300

Website www.zalaris.com

eMail info@zalaris.com

Zalaris and Zalaris products and services mentioned herein, as well

as respective logos and trademarks, are registered trademarks of

the Company. All other product and service names mentioned are

acknowledged as trademarks (or subject to being trademarks)

of their respective companies.