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2022
Annual Report
Simplify work life. Achieve more.
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Table of Contents
About Zalaris . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Letter from the CEO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .8
Management Team. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Report from the Board of Directors. . . . . . . . . . . . . . . . . . . . . . . 14
Statement by the Board of Directors and the CEO . . . . . . . . . . . . . . 22
Financial Statement: Consolidated Group . . . . . . . . . . . . . . . . . . . 24
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 useful information so
that you can invest more
in people.
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About Zalaris
Payroll & HR Solutions that enable fully
digital organisations - 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,
Switzerland, France, Spain, India, Ireland, the
UK, Singapore and Australia.
One global IT platform
with local presence
Zalaris is a leading European provider of
payroll and human capital management
solutions delivered through software as a
service, outsourcing, or consulting delivery
models.
Supportinng fully digital processes for payroll
and human capital management targeting
20-30% cost savings.
One common multi-country solution
satisfyinng GDPR requirements combines
with competent resourcces saving complex
customers with local ocmpetence and
language.
Market leader withing large Nordic companies
with cross-boarder need and a strong
customer portfolio of some of the largest
corporations in the Nordics and DACH region.
1,500,000
300,000+
17 countries 150+ countries
NOK 893m
~ 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 2022
Zalaris employees
across the world
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NorwaySpain PolandDenmarkGermany SingaporeUK Lithuania AustraliaSwedenFrance HungaryFinland Latvia IndiaIreland Estonia
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Local Presence, One Global Platform
Zalaris’ two distinct lines of business are both
100% focussed on HR & payroll technology
and services.
• The first being Zalaris’ outsourcing business;
offering clients an impressive HR & payroll
technology stack, known as PeopleHub, as
a Software-as-a-Service (SaaS) platform.
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.
• The second being 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’ consultants, 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.
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HR & Payroll Solutions
• Equipped with state-of-the-art automation,
innovation and security, Zalaris People
Hub is a complete HR platform to simplify HR
administration for everyone. With this
platform, 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.
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.
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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.
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Letter from the CEO
In 2022, Zalaris continued its growth journey
ending the year with a revenue of NOK 893
million. This represented 15,2% year-on-year
growth. We are well positioned to deliver on our
target of generating NOK 1 billion in revenue
by the end of 2023. Adjusted EBIT excluding
our investment in the build-up of our presence
in Aasia Pacific was NOK 52,4 million. This
was up from NOK 50 million in 2021. Our EBIT
improvement programme is on track. We are
targeting an annualised adjusted EBIT of NOK
100 million by the end of 2023.
Organic growth continues to
deliver. Zalaris exceeded its sales
targets in 2022.
Within Managed Services, which includes our
SaaS and Outsourcing division, we delivered
considerably beyond our aspirations for growth.
The total Annual Contract Value (ACV) sold
amounted to approximately NOK 100 million for
the year – meaning we reached our sales tar-
get. We also extended 18 of our 19 agreements
up for renewal, returning churn to historical
low levels, and proving the robustness of our
business mode, where we are able to retain
clients for long periods of time. At the end of the
year we had a backlog of approximately NOK
72 million in Annual Recurring Revenue (ARR)
from new signings. These will go live and be
recognised as revenue over 2023.
In Professional Services, our Consulting division,
we sold NOK 280 million of new projects. This
represented more than 130% of our sales target
for the year, 2022. Of these, approximately NOK
160 million was with some of our existing large
clients. This demonstrates the long-term nature
of the relationships we have with this customer
group.
All our regions finished the quarter with a
strong pipeline of projects. A number of new
and significant agreements are expected to be
signed in the first quarter of 2023.
Zalaris is targeting NOK 100
million annualised adjusted,
run-rate EBIT by end of 2023.
In Q3 we launched an EBIT improvement
programme targeting an annualised
improvement in EBIT of NOK 40 - 50 million,
which should result in an annualised EBIT
of NOK 90-100 million by end of 2023.
Through the year we made good progress
with delivering on our plans and saw positive
results as we moved into 2023. As part of
the plan, our current operating model used in
Germany is being transformed to our Zalaris
4.0 delivery concept, with increased levels of
automation and standardised processes, as well
as utilisation of our near- and offshore delivery
centres. Germany is our largest and fastest
Hans-Petter Mellerud, Chief Executive Officer, Zalaris
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growing market. And we will deliver significant
results throughout 2023, as this improved
operating model is utilised by more customers
and new clients at scale.
In parallel to the above initiatives, we are
strengthening our efforts to improve productivity
through automation and process simplification.
For 2023 our target is to identify opportunities
for 10% productivity improvements. Our ongoing
strategic project targeting 100% automated
payroll is a key element to achieve this.
We continue to see some cost inflation and
wage pressure. However, Zalaris is reasonably
protected through contracted price indexation
clauses in the majority of our agreements, and
the ability to shift work to locations with lower
costs.
We are monitoring the situation closely with the
aim of maintaining and further improving our
competitive cost position delivering on our first
EBIT milestone margin target of 10% by the end
of 2023.
Continued optimism for the future
The global market is reacting positively to our
service offerings. Our combined Professional-
and Managed Services capabilities, as well as
our strengthened brand in Germany and the UK,
increasingly provide us with new opportunities
to bid for relevant projects in these markets.
There is also a positive market for multi-country
payroll and cloud-based HR services. These
services are growing at double-digit rates. This
is supporting our target for Managed Services,
which is focused on at least 15% growth, year-
on-year. Global solutions that rationalise payroll
and HR solutions across whole enterprises is
a growing trend, so is outsourcing non-core
business and periphery functions.
Zalaris is well positioned with worldwide
delivery capability and is ready to take on new,
large projects. The aim is to provide a single,
common, fully automated solution covering
all countries where an organisation exists in.
This can save multi-national companies time,
money and resources. The ultimate goal is to
help customers simplify work life and achieve
more through automation, standardisation and
seamless integration.
Eventually most, if not all, payroll will be
digitised. More complex HR services are already
becoming data-led and digitally supported, think
of the complexities around maternity leave and
its implications for pay. In some countries these
are now supported, digital-first.
We’re already helping clients access payroll
data in real-time. This helps customers visualise
human resource issues, analyse data sets and
combine them with other useful information to
add value. This is where Zalaris can add further
value, is through data analytics. Using our
solutions also frees up the time of employees
in human resources to do value added tasks,
such as dealing with workers in person and their
complex needs.
Also, expect more mobile, web and 5G-led
payroll experiences in the future, Then there
is the use of mobile phones as digital capture
devices. Increasingly Zalaris can utilise forms
and letters photograhped with a mobile device,
say for sick leave and doctor’s visits. The
digitalisation of personal, paper-based forms will
increasingly happen at pace.
However, right now there are many challenges
facing businesses in these unsettling times
with high inflation, wage hikes and soaring
energy bills. Corporations need to be resilient,
yet agile, disciplined innovation is also crucial.
Cost reductions are also needed when times
are tough with corporations focusing on their
core business. Outsourcing of payroll and HR
services plays into this trend.
Many employees around the globe are also
getting older, they’re in their 50s and 60s. They
will retire soon and are not bring replaced by
a broad pipeline of talent in this sector. It is
therefore imperative that businesses outsource
and automate their payroll and HR in order to
access talent, systems and processes.
Societies from Europe to North America and
Asia are now digitalising at pace. Governments
and tax authorities are increasingly digital-
first and data-led in order to save money
and time. Businesses need to integrate with
these systems yet this increasingly requires
investment, particularly when operating multi-
country, it is therefore easier to outsource such
competencies.
It is why enterprises cannot cope alone. They
need to be able to vary their costs and reduce
them when necessary. At the same time, they
need to access skills and capabilities that
are also evolving fast. As our market success
proves, outsourcing is seen as a key solution.
It is why outsourcing is going through a
significant pivot point, particularly in payroll,
as well as HR solutions and services. Zalaris’
one common global IT solution – Peoplehub,
competent people supporting our customers
locally, and entrepreneurial spirit are helping us
win in this sector, we are agile and able to adapt
the product and solutions to clients at speed.
There will come a time when payroll, and how
we are renumerated for work, is treated like the
fifth utility, after water, gas, electricity and the
Internet. It just works like an electric plug in the
wall or water from a tap. Businesses shouldn’t
need to worry about maintaining and servicing
this fifth utility. It should work well and efficiently.
There are few companies today that think
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about building their own power plant or water
reservoir, every corporation buys this in now, as
a service. However, there are increasingly smart
and value added services around say energy
and water consumption, which optimise its use
for businesses.
This is how we envisage payroll and HR
services in the 21st Century, as the fifth utility.
Watch this space.
Hans-Petter Mellerud, CEO of Zalaris
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“Zalaris is providing
a service that all
customers in business
need – payroll”
– Hans-Petter Mellerud
CEO and Founder of Zalaris
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Management Team
Hans-Petter Mellerud
Chief Executive Officer
Katarzyna Kwiatkowska
Executive Vice President
Eastern Europe
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
Will Jackson
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
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“We are very pleased with
the successful imple-
mentation of Zalaris
as our new BPO payroll
provider”
– Arnhild Sivertsen
HR Director, Intrum Scandinavia
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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 HR and finance.
Zalaris is headquartered in Oslo and delivers
services out of local-language centres covering
 Zalaris (the “Company” or the “Group”) refers to Zalaris ASA
and its subsidiaries if not otherwise stated
* See definition and reconciliation of APM’s in a separate
section of the annual report.
northern and central Europe, the UK and
Ireland and the Asia-Pacific region (Australia,
Singapore and India). Zalaris ASA is listed on
the Oslo Stock Exchange (ZAL).
Operational highlights
Zalaris recorded revenue of NOK 893 million
in 2022, compared to NOK 775 million in 2021.
This was an increase of 15.2%, measured in
constant currency the equivalent growth was
16.5%*. The increase was primarily a result
of revenue from new customers within its
Managed Services division that went live
during 2022, and increased volumes from
existing customers. Growth in full annual
revenue was also buoyed by the acquisition
of ba.se., a leading provider of payroll and
related HR services in Germany, which was
acquired in August 2021.
Within Managed Services, which includes our
SaaS and outsourcing business, we signed
new long-term contracts with a total Annual
Contract Value (ACV) of approximately NOK
100 million in 2022 – reaching our sales
targets for the year. We also extended 18 of
our 19 agreements, which were up for renewal
during this period. This returned the churn rate
to historical low levels of 2 – 3% and validates
the robustness of our business model. At
the end of 2022, Zalaris had a backlog of
approximately NOK 72 million in Annual
Recurring Revenue (ARR) from new signings.
These contracts were yet to go live and
generate revenue. Invoicing for most of these
contracts will occur in 2023.
Included in the above contracts was a
seven-year agreement with Finnish industrial
company, Stora Enso, to deliver Zalaris’
PeopleHub payroll platform, as well as time
and attendance services covering around
6,000 employees in Finland. Zalaris signed
similar five-year contracts in the Nordic
region with Swedish metal company, Boliden,
Norwegian recycling company, Tomra, and
Norges Bank (The Central Bank of Norway).
Early in the year, a six-year renewal was
signed with Siemens AB, the Germany
company’s Swedish subsidiary, for delivery
of payroll and transactional human resources
services. The agreement expands the 16-year
relationship Zalaris has with Siemens.
This also includes the Company’s Danish
and Finnish subsidiaries, and thus provides
us with complete pan-Nordic coverage
for Siemens.
Zalaris also strengthened its position outside
the Nordic region. The Group signed a five-
year agreement to deliver outsourced payroll
services deploying the Company’s PeopleHub
solution to the global biotechnology company
CSL Behring’s 6,000 employees in Germany
and Switzerland. Five-year agreements were
also signed with the international hearing
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
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aid retailer, Amplifon, in Germany, and with
the multinational industrial services provider,
Kaefer, for their 3,000 employees in the UK
and Ireland.
All our regions finished the year with a strong
pipeline of projects, and a number of new and
significant agreements are expected to be
signed in the first half of 2023.
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 advanced stages.
In the Professional Services division, our
consulting business, we sold NOK 280 million
of new projects. This was 30% more than
we expected from our sales targets for the
year, 2022. Of these, approximately NOK 160
million was with some of our existing large
clients. This demonstrates the long-term
nature of the relationships we have with this
customer group.
Within Professional Services the work is
more project based compared to Managed
Services. We have also seen a good inflow
of consultancy projects for cloud payroll, HR
transformation projects and change orders.
Zalaris has also expanded the contracts
with several customers for its Application
Maintenance Services (AMS). This helps
customers maintain their in-house payroll
and HR solutions. These contracts are mostly
based on long-term agreements that are
of a recurring nature. During 2022, Zalaris
extended agreements with ABB and Hitachi
Energy for global AMS services delivered out
of Poland and a four-year AMS agreement
with the government of the German state
of Rhineland-Pfalz. We also signed an
agreement with the European airline Ryanair
for the implementation of SAP Employee
Central Payroll in several European countries.
During 2022, an increased share of Zalaris’
consulting resources have been focusing
on new customers contracts for Managed
Services, when compared to 2021. This has
resulted in additional deferred revenue on the
balance sheet, which will be recognised as
revenue in later reporting periods.
The adjusted EBIT* for 2022 was NOK
46.2 million, compared to NOK 49.6 million
last year, and the adjusted EBIT margin
was 5.2% in 2022, compared to 6.4% in
2021. The reduction is partly due to Zalaris
establishing a new geographical region,
encompassing the Asia-Pacific (APAC),
headquartered in Australia. The region is a
greenfield investment and had a negative
adjusted EBIT of NOK 5.7 million in 2022. In
addition, the Company’s results have been
negatively impacted by the onboarding of
new customers, as well as the recruitment and
training of new personnel to deliver on new
customers contracts.
Zalaris aims to increase its operating profit
(EBIT) and has identified EBIT improvements
of NOK 40 – 50 million. These gains are
expected to be realised by the end of 2023.
The increased EBIT will be realised through
direct cost improvements and the improved
allocation of resources. Both of these elements
amount to NOK 25 - 30 million. Then there is
the contribution that will be made from newly
signed contracts, which is approximately NOK
20 - 25 million.
Consolidated financial results
for the group
Zalaris’ consolidated revenue for 2022
was NOK 892.7 million compared to NOK
775.3 million in 2021, an increase of 15.2%
compared to the previous year. When adjusted
for differences in currency exchange rates
between 2022 and 2021, the revenue increase
was approximately 16.5% (refer to the APMs
section of the annual report for further details).
The operating profit was NOK 23.7 million
compared NOK 22.7 million in 2021, which
gives an operating margin of 2.6% compared
to 2.9% the previous year. Zalaris’ ordinary
profit, before tax, was negative NOK 16.4
million compared to positive NOK 15.0 million
in 2021, including an unrealised currency
loss of NOK 15.6 million in 2022 compared
to a gain of NOK 16.0 million the previous
year. This mainly related to Zalaris’ EUR
denominated bond loan. The net result for
the year 2022 was negative NOK 38.7 million
compared to positive NOK 12.8 million in 2021,
which includes a loss of NOK 16.0 million
from discontinued operations. Zalaris had no
discontinued operations in 2021.
When it comes to cash ﬂow in 2022, net cash
from operating activities amounted to NOK
0.4 million, compared to NOK 33.0 million in
2021. Net cash ﬂow from investing activities
was negative NOK 39.2 million compared to
negative NOK 64.0 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
investing activities in 2021 included an initial
cash payment of NOK 43.3 million (net of cash
acquired), for the acquisition of ba.se. The
remaining cash outflow from investing activities
relates mainly to internal product development
projects.
Net cash ﬂow from financing activities was
negative NOK 43.9 million in 2022 compared
to positive NOK 84.4 million in 2021, which
included the buy-back of Zalaris shares of
NOK 17.8 million, a dividend payment for
the financial year 2021 of NOK 7.6 million
and payments of IFRS 16 lease liabilities of
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17.9 million. The figure last year included net
proceeds from a private placement of shares
amounting to NOK 115.5 million. Subsequent
to year-end, Zalaris refinanced the bond loan
outstanding at 31 December 2022, which
amounted to NOK 368.2 million, with a new
bond loan of EUR 40 million, which will expire
in March 2028. 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 163.6 million as of 31 December 2022
compared to NOK 209.0 million at the end of
2021. This corresponds to an equity ratio of
18.1% compared to 25.0% 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 2022 were
NOK 905.7 million compared to NOK 826.6
million at the end of 2021, while total liabilities
were NOK 742.1 million at the end of 2022
compared to 617.6 million the previous year.
Business segments
Zalaris has two business segments: Managed
Services and Professional Services.
Managed Services had revenue of NOK
644.8 million in 2022 compared to NOK
529.7 million in 2021, an increase of 21.7%
compared to the previous year. Measured
in constant currency, revenue increased by
23.1% (refer to the APMs section of the annual
report for further details). The increase is
mainly due to revenue from new customers,
as well as additional recurring revenue and
changes orders from existing customers. All
key geographical regions contributed to the
increase. The acquisition of ba.se in August
2021, accounted for approximately 5.6% of
the revenue growth year-on-year.
Operating profit for this segment in 2022
was NOK 64.2 million compared to NOK 62.0
million in 2021.
Professional Services had revenue of NOK
243.1 million in 2022 compared to NOK 245.6
million in 2021, a decrease of 1 % compared
to the previous year. Measured in constant
currency, revenue increased by 0.3%. Higher
revenue in Poland was offset by lower
revenue in Germany and UK. The reduction in
Germany and UK is mainly due to Professional
Services resources being utilised in new
customer contracts for Managed Services,
whereby the revenue is recorded in reporting
on Managed Services.
Operating profit for this segment in 2022
was NOK 20.0 million compared to NOK 17.9
million in 2021.
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 5.7 million in 2022.
In February 2022, Zalaris acquired the
assets of vyble AG, a payroll and HR solution
start-up in Germany. The business is being
operated through a 90% owned subsidiary,
vyble GmbH (“vyble”). vyble has a complete
suite of Payroll and HR solutions delivered as
Software as a Service (SaaS) targeting small
and medium-sized enterprises in Germany.
Zalaris has engaged an investment bank to sell
vyble to limit the future funding requirements
and allowing Zalaris to focus entirely on the
continued growth of its existing businesses.
The investment in vyble has been reclassified
to assets held for sale and as a discontinued
operation. Vyble had operating loss of NOK
20.6 million in 2022.
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.
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Total revenue for 2022 was NOK 149.8 million
compared to NOK 144.1 million in 2021, which
is an increase of 4.0% compared to the
previous year. Results from operations was
negative NOK 41.0 million compared to
negative NOK 42.0 million in 2021. Zalaris
ASA reported a net loss for the year of NOK
63.0 million compared to a net loss of NOK
6.8 million for 2021. For 2022, this included an
unrealised currency loss of NOK 15.6 million,
compared to a gain of NOK 16.0 million the
previous year, and a provision for a loan to a
subsidiary, vyble GmbH, of NOK 20.2 million.
Total shareholders’ equity in Zalaris ASA as
of 31 December 2022 was NOK 16.3 million
compared to NOK 96.0 million at the end of
2021, corresponding to 3.1% of total assets
compared to 15.9% at the end of the
previous year.
Dividend payment
The board of directors proposes that a
dividend of NOK 1.00 per share is paid for the
financial year 2022, subject to the Company
being in compliance with the incurrence test
in the bond loan agreement.
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.
Operational risk
The Group has a broad customer base,
but a large share of the revenues come
from a relatively small number of significant
customers. After contracts are entered into,
the deterioration of relations with, or the
termination of any major contracts by, Zalaris’
major customers could have a material adverse
effect on the Group’s business, results for
operations and financial conditions. In addition,
should any of the Group’s major customers
divest large portions of their operations,
experience consolidation, or a change of
control, the functions outsourced by such
customers may face significant alteration. This
could lead to shrinking contracts, or changes in
the scope of, or termination of, major contracts
with the Group.
The Group could fail to accurately forecast its
ability to deliver outsourcing services efficiently
and contracts may not be implemented
within appropriate timescales. Contracts
could also be implemented poorly and fail
to deliver savings to customers. If the Group
underestimates the cost, complexity or time
required to deliver a contract it may also incur
losses. Such delays or failures may have an
adverse effect on the Group’s business, results
of operations and financial conditions, and on
its reputation as an outsourcing provider.
Zalaris is increasingly exposed to cyber
security-related risks through the nature of
the services provided, which heavily involve
storage of both identifiable and sensitive
personnel data, as well as the handling of
large amounts of payments to customers’
employees. This exposes the Group’s IT
systems and personnel. They are potential
targets for threats, ranging from Zalaris
employees misusing legal accesses, to
external threats beyond the company such as
hackers and others trying to exploit the data
the Group is processing, for financial gain
or collecting of information for other illegal
purposes.
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. If the Group fails to
prevent any such disruptions, it could have a
material adverse effect on Zalaris’ reputation,
business, results from its operations and its
financial condition.
The Group is exposed to risks associated with
handling personal data and other sensitive
information. Zalaris is handling personnel data
that may be linked to individual people and
is required to handle such personnel data in
compliance with the EU’s GDPR regulation.
The Group has invested in and continues
to invest in processes and improvements
to support its own, and customer, GDPR
compliance. Compliance is tested as part
of our annual System and Organisation
Controls (SOC) audit and documented in
an ISA3402-report. The Zalaris Group is ISO
9001 and ISO27001 certified. The Group
is liable to its customers and regulatory
authorities for damages caused by
unauthorised disclosure of personal data,
18
as well as sensitive and confidential
information. Any unauthorised disclosure
of any such information may result in
significant fines.
Financial 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 is the risk that the Group will
be unable to meet its financial liabilities as
it matures. Zalaris continuously estimates
the need for cash to pay its liabilities as it
matures, and ensures that cash is available at
all times, both for operational and capitalised
expenditures. Cash and cash equivalents
amounted to NOK 91.8 million as of 31
December 2022 compared to NOK 176.2
million at the end of 2021. Most of the Group’s
interest-bearing debt at year-end relates to
a bond loan of EUR 35 million (NOK 368.2
million), which expires end-September 2023.
Subsequent to year end, the loan was repaid
and replaced by a new bond loan of EUR 40
million, which expires end-March 2028.
At the end of 2022, the Group had interest-
bearing debt of NOK 380.6 million compared
to NOK 359.2 million at the end of 2021. NOK
368.2 million of the interest-bearing debt as of
31 December 2022 relates to a EUR 35 million
bond loan. 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 by foreign subsidiaries, and the net
income generated by these subsidiaries. The
Group also has foreign currency-denominated
cash deposits.
The Group provides services in countries
with a different currency than the Norwegian
Krone NOK and is consequently exposed to
any ﬂuctuations in the currency rate between
these currencies and NOK. The Group also has
variable interest rate borrowings and is thus
exposed to interest rate ﬂuctuations. The Group
settles internal transactions on an ongoing basis
to reduce the risk associated with movements in
currencies and interest rates.
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. Further details on financial risk,
including the sensitivity analysis required by
IFRS, can be found in note 19 in the financial
statements.
Other risk factors
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.
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 maximise 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 2022 , which
is available on www.zalaris.com.
The corporate social responsibility statement
required under Section 3-3c of the Norwegian
Accounting Act follows below.
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 1,036 employees across 13 countries
at the end of 2022 (2021: 876). Women are
represented in all the Group’s companies
and units, comprising 62% (2021: 60%) of
the workforce. At the end of the year, the
Group’s corporate management team was
17% female. 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.
19
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.
Zalaris’ solutions help customers and their
employees track work hours, overtime and
leave with ease through effective mobile
-based solutions. Our workforce planning
solutions are used to secure optimal staffing
over the year – building the foundation for
a sound life-work balance. Our analytics
solutions for reporting and analysing absence,
as well as sick leave allow for the early
detection of potential issues. Zalaris solutions
also document management’s responsibilities
in getting colleagues with health issues back
to work.
Our mobile and portal-based solutions
delivering wholly digital payroll and HR
processes. They also fully support ﬂexible
work arrangements and working from home.
This was particularly evident during the global,
Covid-19 pandemic in 2021 and the first half of
2022 when most of the workforce worked from
home. Our efforts in managing the Covid-19
pandemic were recognised by our employees.
This resulted in high employee engagement
scores across all countries.
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 maximises 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 3.7%
in 2022 compared to 2.7% the previous year.
No incidents of injury or accidents in the
workplace were reported during 2022.
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. 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.
During 2022, we added CO2 mapping features
to the travel expense solution. The new feature
enables customers to automatically track
the CO2 footprint for their business travel.
In addition, an app was 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
20
and select solutions, products and methods
that minimise any environmental impact. This is
described in the Company’s Code of Conduct.
Business ethics
Zalaris’ Code of Conduct is integral to the
Company’s formal governance. The Code
defines the core principles and ethical
standards that form the basis of how the
Company creates value. The Code applies to
Zalaris ASA and any subsidiary in which Zalaris,
directly or indirectly, owns more than 50% of
the voting shares.
It also applies to members of the board of
directors, managers and other employees,
and those acting on behalf of the Company.
Zalaris requires that the Company’s business
partners have appropriate ethical standards, at
a minimum of those defined in the Company’s
Code of Conduct and other relevant policies.
Zalaris does not want to be associated with
business partners that do not have appropriate
ethical standards. This is how we shall conduct
business in Zalaris – and how we shall create
value for our customers, investors, staff and
anyone benefiting from our services.
Corporate Governance
Zalaris’ corporate governance policy is
based on, and complies with, the Norwegian
Corporate Governance Code.
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 2022 is
based on the disposal in the Accounting Act
No. 3-3b, as well as the disposal for Corporate
Governance Policy for Zalaris ASA, as adopted
by the board of directors on 7 April 2018, and
has been included in a separate section of this
annual report.
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
Subsequent to year end, the Company’s bond
loan of EUR 35 million was repaid and replaced
by a new bond loan of EUR 40 million, which
expires end-March 2028. No other events
have occurred after the balance sheet date
which have had a material effect on the issued
accounts.
Outlook
Zalaris is well positioned for future revenue
growth, having signed an all-time high level
of new, long-term BPaaS/SaaS contracts
within the Managed Services Division during
the last 18 months. This high activity level
is continuing in 2023, with several new,
large multi-country contracts in the near- to
medium term pipeline, where Zalaris has been
selected as the preferred supplier.
The increased scale of our operations from
this revenue growth will be a key driver for
higher profitability, as well as further cost
optimisation. Zalaris has made a detailed plan
for EBIT improvements of NOK 40 – 50 million
by the end of 2023. This will come through
cost improvements of NOK 25 – 30 million,
and contributions from new signed contracts,
amounting to NOK 20 - 25 million. Our key
targets for 2023 include further automation
of our delivery processes and better use of
resources from different Zalaris locations,
as well as the use of our offshore centre in
India. New contracts may require additional
resources, for example process payroll and
render support. The recruitment and on-the-
job training for new personnel may have a
short-term negative impact on margins until
new employees are trained and can be fully
utilised. Zalaris remains firm on its target EBIT
margin of 10%.
Based on industry and market research
reports, Zalaris’ key markets, within multi-
country payroll and HR outsourcing, are
expected to continue growing in the
foreseeable future. The company is well
positioned to capture part of this growth
through new customers, as demonstrated by
the multi-country contracts with Metsä and
Yunex Traffic, both won in 2021, and CSL
Behring, won in 2022. Growth will also come
21
from expanding the service offering to existing
customers, particularly increasing geographic
coverage, as we have done with customers
such as Siemens, Tryg, and Ericsson.
Zalaris has been expanding its geographical
coverage both in Europe and the Asia-Pacific
region to strengthen its competitive position in
these markets. While the Company previously
established its own subsidiaries in new
countries, a revised expansion strategy is
being implemented using in-country partners,
who will use Zalaris’ PeopleHub solution.
This enables profitable geographic expansion
globally with low and moderately size
employee volumes.
The global macro picture with high inflation,
affecting salary levels, increasing interest rates,
and fear of recession, have so far not impacted
our business significantly. However, we are
experiencing upward pressure on salaries,
and the recruitment for new employees is
challenging in some markets. Most of our long-
term contracts within the Managed Services
Division have provisions, which allow for the
annual indexation of salaries to cover general
increases. 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 entered 2023 with a solid
pipeline of potential new sales in all regions.
If signed, the company will exceed the annual
sales target by 10%.
Oslo, 13 April 2023
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
22
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 2022 to 31 December 2022,
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, 13 April 2023
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
23
“What we have accom-
plished in the last three
months thanks to the
extraordinary
collaboration between
Zalaris and our internal
team is tremendous”
– Armin Seiler
VP Human Resources, Yunex Traffic
24
Financial Statement – Consolidated Group
Consolidated Group Annual Accounts Report 2022
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
for the period ended 31 December Notes 2022 2021
Revenue 2,3 892 743 775 265
Operating expenses
License expense 80 198 67 481
Personell expenses 4 483 824 414 522 *
Other operating expenses 5 222 537 191 314 *
Depreciation and impairments 10 3 908 4 078
Depreciation right-of-use assets 11 18 535 16 114
Amortisation intangible assets 9 28 409 29 296
Amortisation implementation costs customer projects 3 31 638 29 874
Total operating expenses 869 049 752 679
Operating profit 23 694 22 585
Financial items
Financial income 6 7 565 5 491
Financial expense 6,16,19 (47 667) (13 063)
Net financial items (40 102) (7 571)
Profit/(loss) before tax from continuing operations (16 408) 15 014
Tax expense 7 (6 295) (2 203)
Profit/(loss) for the period from continuing operations (22 703) 12 812
Profit/(loss) after tax for the year from discontinued operations 24 (16 018) -
Profit/(loss) for the year
* Reclassified
(38 721) 12 812
25
for the period ended 31 December Notes 2022 2021
Profit attributable to:
- Owners of the parent
(37 119)
12 812
- Non-controlling interests
(1 602)
-
Earnings per share:
Basic earnings per share (NOK) 8 (1.79) 0.60
Diluted earnings per share (NOK) 8 (1.79) 0.56
Earnings per share for continuing operations:
Basic earnings per share (NOK) 8 (1.05) 0.60
Diluted earnings per share (NOK) 8 (1.05) 0.56
Consolidated statement of comprehensive income for the period ended 31 December
(NOK 1000) Note 2022 2021
Profit for the period
(
38 721) 12 812
Other comprehensive income
Items that may be reclassified to profit and loss in subsequent periods
Currency translation differences 11 290 (11 664)
Total other comprehensive income 11 290 (11 664)
Total comprehensive income (27 431) 1 148
Total comprehensive income attributable to:
- Owners of the parent (25 829) 1 148
- Non-controlling interests (1 602) -
Consolidated statement of financial position as at 31 December
(NOK 1000) Note 2022 2021
Non-current assets
Intangible assets 9 119 141 120 140
Goodwill 9 195 834 187 843
Total intangible assets 314 975 307 983
Deferred tax asset 7 29 837 26 999
Fixed assets
Right-of-use assets 11 48 363 29 765
Property, plant and equipment 10 33 088 29 855
Total fixed assets 81 451 59 620
Total non-current assets 426 263 394 601
Current assets
Trade accounts receivable 12 191 715 141 397
Customer projects assets 3 135 359 94 799
Other current assets 13 48 225 19 614
Cash and cash equivalents 14 91 796 176 224
Total current assets 467 095 432 034
Assets held for sale 24 12 384 -
TOTAL ASSETS 905 742 826 635
26
Consolidated statement of financial position for the period ended 31 December
(NOK 1000) Note 2022 2021
EQUITY AND LIABILITIES
Equity
Paid-in capital
Share capital 15
2 159 2 185
Other paid in equity
10 039 3 657
Share premium
141 898
157 370
Total paid-in capital
154 096
163 211
Other equity
14 519 14 519
Retained earnings
(3 417)
31 279
Equity attributable to equity holders of the parent
165 199
209 009
Non-controlling interest
(1 602)
-
Total equity
163 597
209 009
Liabilities
Non-current liabilities
Deferred tax liability 7 23 899 26 836
Interest-bearing loans and borrowings 16 10 891 357 887
Other long-term liabilities 659 3 134
Lease liabilities 11 32 328 16 445
Total long-term liabilities 67 777 404 303
(NOK 1000) Note 2022 2021
Current liabilities
Trade accounts payable 45 407 18 257
Customer projects liabilities 3 103 744 66 452
Interest-bearing loans 16 369 693 1 356
Lease liabilities, short term 11 17 783 14 423
Income tax payable 7 3 270 2 550
Public duties payable 37 686 36 113
Other short-term liabilities 18 92 003 73 921
Derivatives - 249
Total short-term liabilities 669 586 213 322
Liabilities directly associated with the assets held for sale 24 4 783 -
Total liabilities 742 146 617 625
TOTAL EQUITY AND LIABILITIES 905 742 826 635
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, 13 April 2023
27
Consolidated statement of cash flow for the period ended 31 December
(NOK 1000) Note 2022 2021
Cash flow from operating activities
Profit (Loss) before tax from continued operation
(16 408) 15 014
Profit (Loss) before tax from discontinued operation (20 536) -
Net financial items 6 40 103 7 571
Share based program 22 8 706 5 679
Depreciation and impairments 10 3 907 4 077
Depreciation right-of-use assets 11 18 535 16 114
Amortisation intangible assets 9 28 409 29 296
Capitalisation implementation costs customer projects 3 (67 771) (51 350)
Depreciation implementation costs customer projects 3 31 638 29 874
Customer project revenue deferred 3 62 134 41 356
Customer project revenue recognised 3 (20 807) (21 701)
Taxes paid 7 (14 356) (4 815)
Changes in accounts receivable 12,19 (50 318) 12 464
Changes in accounts payable 19 27 150 (3 525)
Changes in other items 18 (10 020) (27 581)
Interest received 6 308 99
Interest paid 6 (20 252) (19 536)
Net cash flow from operating activities 422 33 037
Cash flows to investing activities
Investment in fixed and intangible assets 9,10 (27 845) (20 630)
Acquistion of subsidiaries, net of cash 23 (11 317) (43 322)
Net cash flow from investing activities (39 163) (63 952)
(NOK 1000) Note 2022 2021
Cash flows from financing activities
Sale of own shares - 7 235
Buyback of own shares (17 768) (975)
Contribution from minority shareholder 2 203 -
Capital increase - 115 508
Payment of lease liabilities 11 (17 884) (15 767)
Repayment of loan 19 (2 901) (1 919)
Dividend payments to owners of the parent 15 (7 558) (19 639)
Net cash flow from financing activities (43 909) 84 444
Net changes in cash and cash equivalents (82 650) 53 529
Net foreign exchange difference (120) (2 151)
Cash and cash equivalents at the beginning of the period 176 224 124 843
Cash and cash equivalents at the end of the period 93 451 176 224
28
Consolidated statement of changes in equity for the period ended 31 December
(NOK 1000) Note
Share
capital Own shares
Share
premium
Other paid
in equity
Total paid-in
equity
Other
equity
Retained
earnings
Currency
revaluation
reserve Total
Non-con-
trolling
interests Total equity
Equity at 01.01.2021 2 013 (50) 34 250 6 655 42 868 14 267 58 888 (11 664) 104 359 104 359
Profit of the year 12 812 12 812 12 812
Other comprehensive income (11 664) (11 664) (11 664)
Sale of own shares 15 6 731 6 746 489 7 235 7 235
Purchase of own shares (2) (975) (977) (977) (977)
Share based payments 5 679 5 679 5 679 5 679
Exercise of share based payments 8 1 858 (8 384) (6 518) (6 518) (6 518)
Issue of Share Capital 8,15 201 120 537 120 738 120 738 120 738
Transaction costs related to issue of new shares (5 032) (5 032) (5 032) (5 032)
Other changes (294) (294) 252 2 056 2 015 2 015
Dividend 8 (19 638) (19 638) (19 638)
Equity at 31.12.2021 2 214 (29) 157 370 3 656 163 211 14 519 54 607 (23 328) 209 009 209 009
Equity at 01.01.2022 2 214 (29) 157 370 3 656 163 211 14 519 54 607 (23 328) 209 009 209 009
Profit/(loss) of the year
(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 22 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 8 (7 558) (7 558) (7 558)
Equity at 31.12.2022 2 214 (55) 141 898 10 039 154 095 14 519
8 622
(12 038)
165 198 (1 602)
163 597
(37 119) (37 119)
29
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
2022 were approved in a board meeting on 13
April 2023.
1.1 The basis for the preparation of the
financial statements
The Group’s consolidated financial statements
of Zalaris ASA for the accounting year 2022
have been prepared in accordance with
international accounting standards (“IFRS”) as
adopted by the European Union (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 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 are 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 number of employees, pay
slips and expense claims produced. All the
above-mentioned deliverables are considered
to be highly interrelated and are therefore
considered to not be separate identifiable,
i.e. one performance obligation. Revenue
from outsourcing contracts is also recognised
30
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 considered to be “costs
to fulfill a contract” and are recognised as
customer project asset. The deferred costs
are expensed evenly over the period 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.
31
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 on the basis of 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 of time 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
32
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 incen-
tives 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 taking into account 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 analysed.
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
33
representative of 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 into 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 of time 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 taking
into account 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
Defined contribution plan
The Group has only 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.
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 grant date and are not
subsequently changed.
When the options are exercised, and the
Company elects to issue new shares, the
proceeds received net of any directly
attributable transaction costs are credited
to share capital (nominal value) and share
premium.
34
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 2022 (or before) does not have any
implication for the Group, and hence had
no effect on the figures presented as at 31
December 2022.
• Amendments to IFRS 16 Lease (2021)
• Amendments to IFRS 3 – Reference to the
conceptual framework (1st January 2022)
• Amendments to IAS 16 – Property, plant and
Equipment – Proceeds before intended use
(1st January 2022)
• Amendments to IAS 37 – Onerous contracts
– Cost of fulfilling a contract (1st January
2022)
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.
• IFRS 17 - Insurance Contracts (1st January
2023)
• Amendments to IAS 1 – Classification of
liabilities as current or non-current
(1st January 2024)
• Amendments to IAS 1 and IFRS Practice
Statement 2 – Disclosure of Accounting
Policies (1st January 2024)
• Amendments to IAS 8 – Definition of
Accounting Estimates (1st January 2023)
• Amendments to IAS 12 – Deferred Tax re-
lated to Assets and Liabilities arising from a
Single Transaction (1st January 2023)
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.
Capitalisation 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 that
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
35
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 asset is 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 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 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-premise 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 total
cost in the period for the acquisition of assets
that have an expected useful life of more than
one year.
36
Services (PS) segment, is provided below.
Information is based on location of the entity
generating the revenue, which, to a large
extent, corresponds to the geographical
location of the customers.
The Group has only one 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 based on
geography per segment, where revenue in
APAC has been included in the Professional
2022
(NOK 1000)
Managed
Services
Professional
Services APAC
Gr.Ovhd &
Unallocated Total
Revenue, external 644 801 243 138 4 803 - 892 742
Operating expenses (536 580) (213 865) (10 438) (25 675) (786 558)
EBITDA 108 221 29 273 (5 635) (25 675) 106 184
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)
2022 2021
MS PS NOK 1000 as % of total MS PS NOK 1000 as % of total
Norway 198 785 1 067 199 852 22% 199 415 1 460 200 875 26%
Northern Europe,
excluding Norway
263 341 3 150 266 491 30% 218 728 2 318 221 046 29%
Central Europe 160 714 213 968 374 682 42% 100 083 214 457 314 540 41%
UK & Ireland 21 952 24 902 46 854 5% 11 555 27 249 38 804 5%
APAC - 4 863 4 863 1% - - - 0%
Total 644 792 247 950 892 742 100% 529 781 245 484 775 265 100%
2021
(NOK 1000)
Managed
Services
Professional
Services APAC
Gr.Ovhd &
Unallocated Total
Revenue, external 529 685 245 580 - - 775 265
Operating expenses (428 087) (218 921) - (26 314) (673 323)
EBITDA 101 598 26 659 - (26 314) 101 942
Depreciation and amortisation (39 598) (8 717) - (31 042) (79 357)
EBIT 62 000 17 942 - (57 356) 22 586
Net financial income/(expenses) (7 571) (7 571)
Income tax (2 203) (2 203)
Profit for the period 62 000 17 942 - (67 130) 12 812
Cash flow from investing activities (14 345)
Information about major customers
2022 2021
as % of total NOK 1000 as % of total NOK 1000
Largest customer 10% 89 591 11% 88 720
5 largest customers 22% 197 362 24% 182 348
10 largest customers 34% 302 994 36% 281 054
20 largest customers 50% 441 600 54% 416 086
37
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 2022 NOK 125k (2021: NOK 234k) 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
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
Contract balances
(NOK 1000) Note 2022 2021
Trade receivables 12 191 715 141 397
Customer project assets 135 359 94 799
Customer project liabilities (103 744) (66 452)
Movements in customer project liabilities through the period:
(NOK 1000) 2022 2021
Opening balance 1 January 94 799 78 246
Cost capitalised 67 771 51 350
Amortisation (31 638) (29 874)
Currency 4 427 (4 923)
Customer projects assets 135 359 94 799
Movements in customer project liabilities through the period:
(NOK 1000) 2022 2021
Opening balance 1 January (66 452) (50 256)
Revenue deferred (62 134) (41 356)
Revenue recognised 20 807 21 701
Currency 4 035 3 458
Customer project liabilities (103 744) (66 453)
terminated, any unused amount becomes
the property of Zalaris, and is recognised as
revenue by the Group.
38
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
are 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.
Remaining performance obligation
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.
39
Note 4 – Personnel expenses
See note 20 for transactions with related parties.
(NOK 1000) 2022 2021
Salary 416 264 357 333
Bonus 18 719 19 452
Social security tax 61 387 55 823
Pension costs (see note 17) 21 841 18 480
Share based payments (see note 22) 8 627 5 749
Other personnel expenses 14 992 11 906
Capitalised to internal development projects (14 540) (11 444)
Capitalised to customer project assets (43 466) (42 777) *
Total personnel expenses 483 824 414 522
*Reclassification 2021: Costs relating to customer projects performed by external
consultants have been reclassified from personnel expenses to other operating costs
with NOK 8.5 million
2022 2021
Average number of employees 959 811
Average number of FTEs 884 733
(NOK 1000) 2022 2021
External consultants for customer projects 97 214 95 287 *
External services 32 692 21 054
IT and telecom 41 706 37 516
Office premises 14 762 8 930
Travel and accomodation 15 096 7 910
Freight, postage etc. 11 532 6 506
Marketing 7 382 5 121
Audit & Accounting 4 691 5 154
Other expenses (2 537) 3 836
Total other operating expenses 222 538 191 314
*Reclassification 2021: Costs relating to customer projects performed by external
consultants have been reclassified from personnel expenses to other operating costs
with NOK 8.5 million
Auditors fee
(NOK 1000) 2022 2021
Auditor fee 3 231 2 559
Fee for tax services 668 458
Other attestation services - 142
Other fees 350 -
Total 4 249 3 159
Note 5 – Other operating expenses
40
Note 6 – Finance income and finance expenses Note 7 – Income Taxes
(NOK 1000) 2022 2021
Interest income on bank accounts and receivables 304 99
Currency gain 6 028 19 988
Other financial income 1 232 1 372
Finance income 7 564 21 459
Interest expense on financial liabilities measured at amor-
tised cost
18 522 17 625
Currency loss 21 079 5 685
Interest expense on leasing 2 237 1 281
Other financial expenses 5 829 4 440
Finance expenses 47 667 29 031
Net financial items (40 103) (7 572)
(NOK 1000) 2022 2021
Tax paid / payable (12 991) (8 917)
Changes in deferred taxes 6 696 6 714
Tax expense (6 295) (2 203)
Effective tax rate:
(NOK 1000) 2022 2021
Ordinary profit before tax (16 407) 15 014
Tax at Zalaris ASA's statutory tax rate of 22 % 3 610 (3 303)
Effect of different tax rates and impact of changes in rates and legislation 280 3 607
Non tax deductible costs and other permanent differences 73 (2 386)
Losses not recognised as deferred tax assets (9 773) -
Adjustments in respect of prior years and other adjustments (485) -
Tax expense (6 295) (2 203)
Effective tax rate -38,4 % 14.7 %
Tax payable in balance sheet:
(NOK 1000) 2022 2021
Calculated tax payable 3 270 2 550
Total income tax payable 3 270 2 550
Specification of tax effects of temporary differences:
(NOK 1000) 2022 2021
Property, plant, equipment and immaterial assets 66 678 82 557
Other differences (3 393) (3 155)
Tax losses carry forward (114 189) (99 028)
Total temporary differences (50 904) (19 626)
Deferred tax:
(NOK 1000) 2022 2021
Total deferred tax assets 29 837 26 999
Total deferred tax liability 23 899 26 836
Net recognised deferred tax/(liability) 22 % 5 938 163
41
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 has an
uncapitalised tax asset in the holding company
of NOK 9.8 million. The tax loss carried forward
relating to uncapitalised tax asset is NOK 44.4
million.
The Group has tax losses, which have arisen
in Norway, of NOK 144.4 million as of 31
December 2022 that has no expiration date
(NOK 101.9 million).
As of 31 December 2022 the Group has
deferred tax liabilities of NOK 4.8 million
on excess values in connection with the
acquisition of vyble GmbH.
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 2022 and 31 December 2021
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) 2022 2021
Net profit/(loss) attributable to ordinary equity holders of the
parent
(38 720) 12 812
Weighted average number of shares 21 594 586 21 293 532
Weighted average diluted number of shares 21 594 586* 22 736 146
Basic earnings per share (NOK) (1,79) 0,60
Diluted earnings per share (1,79) 0,56
* 2 126 541 shares (employee share options) are not included in average
diluted number of shares as the company is presenting a loss for the year 2022
42
Note 9 – Intangible assets
(NOK 1000) Licenses and software
Internally developed
software
Internally developed soft-
ware under construction
Customer Relationships &
Contracts Goodwill Total
Acquisition cost
At 1st January 2021 38 473 99 931 11 068 106 178 160 418 416 068
Additions through acquistions 936 2 006 14 509 - - 17 451
Additions of the year 17 153 - - 17 632 33 368 68 153
Disposals of the year (19 889) (25 974) (4 627) - - (50 490)
Reclassifications - 13 615 (13 615) - - -
Currency effects (1 978) (1 124) 1 258 (2 948) (5 943) (10 735)
At 31 December 2021 34 695 88 454 8 593 120 862 187 843 440 447
Additions through acquistions 6 975 - - - 2 045 8 841
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) - - 2 858
Reclassifications 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 20 841 125 956 195 834 477 969
43
(NOK 1000) Licenses and software
Internally developed
software
Internally developed soft-
ware under construction
Customer Relationships &
Contracts Goodwill Total
Amortisation
At 1st January 2021 35 561 62 488 - 37 705 - 135 754
Disposals of amortisation and currency effects (19 880) (25 562) - - - (45 442)
Acquisitions 17 632 - - - - 17 632
This year's ordinary amortisation 479 16 981 - 11 836 - 29 296
Miscellaneous - (1 602) - (1 146) - (2 748)
Currency effects (950) (339) - (739) - (2 028)
At 31 December 2021 32 842 51 966 - 47 656 - 132 464
Disposals of amortisation (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
Net book value
At 31 December 2021 1 853 36 488 8 594 73 206 187 843 307 983
At 31 December 2022 940 33 612 20 841 63 748 195 834 314 975
Useful life 3-10 years 5 years N/A 10 years Indefinite
Depreciation method linear linear linear
44
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 110.6 million of the goodwill relates
to Managed Services and NOK 77.3 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 2023 to 2027, 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
• 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 takes into
account 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%
(2021: 1.5%) is applied in 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.
2022
Managed Services
Headroom sensitivity analysis in NOK million
Weighted average cost of capital
Percentage change in
EBITDA
8,7% 9,7% 10,7% 11,7% 12,7%
-20,0% 183 103 40 (11) (52)
-10,0% 356 255 175 111 59
0,0% 529 406 310 233 170
10,0% 702 558 445 355 280
20,0% 875 710 580 476 391
Professional Services
Headroom sensitivity analysis in NOK million
Weighted average cost of capital
Percentage change in
EBITDA
7,2% 8,2% 9,2% 10,2% 11,2%
-20,0% 291 224 175 137 107
-10,0% 370 291 233 189 153
0,0% 449 359 292 241 200
10,0% 529 427 351 293 246
20,0% 608 494 410 345 293
45
Note 10 – Property, Plant and Equipment
(NOK 1000) Land Buildings Vehicles Furniture
and
fixtures
IT- equip-
ment
Total
Acquisition cost
At 1st January 2021 3 942 25 276 554 18 888 8 422 57 082
Additions through acquisition - 28 - 3 500 - 3 528
Additions of the year - - - 381 1 251 1 632
Disposals of the year - - (473) (3 093) (2 042) (5 608)
Currency effects (183) (1 173) (26) (228) (82) (1 692)
At 31 December 2021 3 759 24 131 55 19 448 7 549 54 942
Additions through acquistions - - - - - -
Additions of the year - - - 1 495 4 189 5 684
Disposals of the year - - (57) (4 879) (2 085) (7 021)
Miscelaneous - - - (1 097) 1 097 -
Currency effects 211 1 351 2 624 325 2 513
At 31 December 2022 3 970 25 482 - 15 591 11 075 56 118
2021
Managed Services
Headroom sensitivity analysis in NOK million
Weighted average cost of capital
Percentage change in
EBITDA
6,0% 7,0% 8,0% 9,0% 10,0%
-20,0% 477 312 198 114 50
-10,0% 719 510 365 259 178
0,0% 961 708 533 404 306
10,0% 1 202 905 700 549 434
20,0% 1 444 1 103 867 694 561
Professional Services
Headroom sensitivity analysis in NOK million
Weighted average cost of capital
Percentage change in
EBITDA
5,3% 6,3% 7,3% 8,3% 9,3%
-20,0% 537 391 295 227 177
-10,0% 663 491 378 298 239
0,0% 790 591 461 369 300
10,0% 916 691 544 440 362
20,0% 1 042 792 627 510 424
46
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:
(NOK 1000) Land Buildings Vehicles
Furniture
and
fixtures
IT- equip-
ment Total
Depreciation
At 1st January 2021 - 1 559 539 15 358 7 109 24 565
Accumulated depreciation at
closing on additions through
acquisitions
- (19) - (3 402) - (3 421)
Disposals of ordinary depreci-
ation
- - (473) (3 093) (2 042) (5 608)
This year's ordinary depreciation - 521 15 8 026 1 124 9 686
Currency effects - (72) (25) 165 (201) (133)
At 31 December 2021 - 1 989 56 17 054 5 990 25 089
Disposals of ordinary depreci-
ation
- - (57) (4 563) (2 012) (6 632)
This year's ordinary depreciation - 489 - 999 2 419 3 907
Miscelaneous - - - (1 096) 1 096 -
Currency effects - 133 2 413 119 667
At 31 December 2022 - 2 611 1 12 807 7 612 23 031
Net book value
At 31 December 2021 3 759 22 144 (1) 2 394 1 559 29 856
At 31 December 2022 3 970 22 871 (1) 2 784 3 463 33 087
Economic life indefinite 50 years 3 years 5 years 3 years
Depreciation method none linear linear linear linear
Right-of-use assets
(NOK 1000) Buildings Equipment Vehicles Total
Acquisition cost
At 1 January 2021 51 490 4 329 6 991 62 810
Additions and adjustments 18 929 308 5 617 24 854
Disposals (220) - (160) (380)
Currency changes (630) 22 238 (370)
31 December 2021 69 569 4 659 12 686 86 914
Additions and adjustments 35 301 1 542 1 833 38 676
Disposals (1 812) - - (1 812)
Currency changes 243 24 - 267
At 31 December 2022 103 301 6 225 14 519 124 045
47
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 Total
Depreciation
At1 January 2021 32 361 3 055 5 617 41 033
Depreciation 13 618 343 2 153 16 114
At 31 December 2021 45 979 3 398 7 770 57 147
Depreciation 14 325 748 3 253 18 326
Currency 37 8 163 208
At 31 December 2022 60 341 4 154 11 186 75 681
Carrying amount at 31 December 2021 23 588 1 261 4 916 29 765
Carrying amount at 31 December 2022 42 960 2 071 3 332 48 363
Lease liabilities
(NOK 1000) 2022 2021
Current 17 783 14 423
Non-current 32 328 16 445
Lease liabilities at 31 December 2022 50 111 30 868
Interest expense included (in finance cost) 2 237 1 281
Operating expenses related to short-term leases - 160
Operating expenses related to low value assets 10 122
Total cash outflows for leases 20 121 17 048
48
Note 12 – Trade Accounts Receivables
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.
The Group had the following trade accounts
receivable due, but not paid or written off:
(NOK 1000) 2022 2021
Gross trade accounts receivable 191 839 141 634
Provisions for losses (125) (237)
Trade accounts receivable 191 714 141 397
Movements in the provision for loss are as follows: 2022 2021
Opening balance (237) (350)
Provision of the year (41) (46)
Realised loss this year 153 159
Closing balance (125) (237)
Calculation of the expected credit losses
Determine the
expected credit loss
0 days
past due
1-30 days
past due
31-60 days
past due
61-90 days
past due
More than 90
days past due
Total
Balances outstanding
at reporting date
148 809 32 500 6 680 1 360 2 490 191 839
Expected credit losses 0,03% 0,16% 0,19% 0,20% 0,20%
Expected credit loss
allowance
52 53 13 3 5 125
(NOK 1000) Total Not due <30 d 30-60d 60-90d >90d
31 December 2022 191 715 148 795 32 500 6 680 1 365 2 375
31 December 2021 141 397 116 216 18 430 2 222 487 4 043
Expected credit loss
allowance
52 53 13 3 5 125
49
Note 13 – Other Current Assets
Note 14 – Cash and Cash Equivalents and
Short-Term Deposits
(NOK 1000) 2022 2021
Advances to employees 1 352 341
Prepaid rent 903 550
Prepaid hardware 1 437 -
Prepaid software 1 193 558
Prepaid insurance 943 830
Prepaid other expenses 1 252 2 041
Prepaid maintenance and service 796 1 539
Accrued income 25 625 8 070
Public duties and taxes 6 671 2 653
Other receivables 1 809 3 031
Deposit accounts 6 244 -
Total other short-term receivables 48 225 19 613
(NOK 1000) 2022 2021
Cash in hand and at bank - unrestricted funds 87 706 170 034
Deposit accounts - guarantee rent obligations - restricted funds - 2 078
Employee withheld taxes - restricted funds 4 090 4 112
Cash and cash equivalents in the balance sheet continuing operations 91 796 176 224
Cash discontinuing operation 1 655 -
Cash and cash equivalents in the balance sheet continuing and
discontinuing operations
93 451 176 224
Short-term deposits
(NOK 1000) 2022 2021
Customer deposits 94 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.
50
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 2022 2021
Shares - nominal value NOK 0,10 22 135 279 22 135 279
Total number of shares 22 135 279 22 135 279
The major shareholders at 31. December 2022 are:
Shareholder Number of shares: % of total
Norwegian Retail AS 2 891 482 13,06%
Skandinaviska Enskilda Banken AB 2 170 440 9,81%
Verdipapirfondet Alfred Berg Gamba 2 056 346 9,29%
J.P. Morgan Se 1 044 168 4,72%
Protector Forsikring ASA 1 001 663 4,53%
Vestland Invest AS 910 659 4,11%
Vpf Dnb Norge Selektiv 720 642 3,26%
Verdipapirfondet DNB SMB 608 479 2,75%
Verdipapirfondet Nordea Avkastning 507 705 2,29%
Verdipapirfondet Nordea Norge Plus 466 816 2,11%
Verdipapirfondet Nordea Kapital 367 540 1,66%
Tigerstaden Invest AS 351 700 1,59%
Ølja AS 349 650 1,58%
AS Mascot Holding 320 000 1,45%
Skandinaviska Enskilda Banken AB 300 000 1,36%
Næringslivets Hovedorganisasjon 283 217 1,28%
Harlem Food AS 265 533 1,20%
Taconic AS 262 040 1,18%
BSN AS 240 000 1,08%
Shares owned by the Company 540 693 2,44%
Others 6 476 506 29,26%
Total 22 135 279 100,00%
51
Equity and dividend
The General Meeting held on 20 May 2022,
approved a dividend of NOK 0.35 per share,
amounting to NOK 7.6 million, which was paid
in June 2022. The board will propose to pay a
dividend for 2022 of NOK 0.50 per outstanding
share, which amounts to NOK 21.6 million,
to be paid to the shareholders of the parent
company, subject to the Company being in
compliance with the incurrence test in the
bond loan agreement. The Company has not
accrued for the proposed dividend for 2022.
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) 2022 2021
Financial institution Maturity Duration Interest rate non-current current Total non-current current Total
Oslo Stock Exchange* Agreement - - - - 368 208 368 208 346 806 - 346 806
Commerzbank, Bank** Bank loan Dec 2031 14 years 1.3% 9 874 1 234 11 108 10 519 1 169 11 688
KfW Bank, Germany Bank loan Dec 2022 10 years 2,45 - 4 % - - - 562 187 749
De Lage Landen Finans Leasing Jan 2028 5 years 7,05% 1 017 251 1 268 - - -
Interest-bearing debt and
borrowings
10 891 369 693 380 584 357 887 1 356 359 243
*The bond loan was repaid in March 2023. 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.
Total loans
(NOK 1000) 2022 2021
Lease Interest-bearing debt and borrowings Total Lease Interest-bearing debt and borrowings Total
At 1 January 2022 30 869 359 243 390 112 22 896 377 077 399 973
Additions 39 363 - 40 714 24 102 - 25 020
Payments 2022 (20 121) (2 650) (23 022) (17 048) (1 919) (18 967)
Currency changes - 23 990 23 990 918 (15 914) (15 914)
At 31 December 2022 50 110 380 583 431 794 30 868 359 244 390 112
52
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 110 (141) participants in this defined
contribution plan, including the AFP-scheme.
The pension expenses equal the calculated
contribution for the year and is NOK 4.4 million
(NOK 5.3 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 premium paid during 2022 was 2.6% of
salary between 1 G and 7.1 G. 1G equals NOK
111.5k as of 31 December 2022 (NOK 106.4k).
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 28 people end of the
year. Finland has a defined contribution plan
for all its employees, a total of 45 employees.
Sweden has a defined contribution plan for all
employees, a total of 54 employees. UK has a
defined contribution plan for all employees, a
total of 40 employees. Germany has defined
contribution plan for executive employees.
Total expenses recognised related to pension
in 2022 amounted to NOK 21.8 million (NOK
18.5 million).
Guarantees and commitments
There are not issued any guarantees from the
parent company on behalf of the Company
against third parties.
The Company is a certified SAP BPO partner.
SAP BPO Partners offer the full stack of
business process outsourcing services
based on SAP SF and SAP HCM business
applications. Certified providers undergo a
rigorous assessment of their delivery and
support capabilities every two years by SAP’s
outsourcing partner certification group. The
agreement involves commitments for future
purchases of licenses and maintenance fees
amounting to NOK 21.6 million (NOK 25.9
million).
For leasing liabilities relating to right-of-use
assets, see note 11.
53
Note 18 – Other Short-Term Liabilities Note 19 – Financial Instruments
(NOK 1000) 2022 2021
Prepayments from customers* 18 711 9 474
Wages, holiday pay and bonus 26 139 21 632
Accrued expenses and other current liabilities 47 153 42 815
Total 92 003 73 921
* 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
2022
Financial assets
at amortised
cost
Fair value
through profit
or loss
Financial
liabilities at
amortised cost
Total book
value
(NOK 1000)
Financial assets
Trade accounts receivable 191 715 191 715
Other short-term receivables 41 981 41 981
Cash and cash equivalents 91 796 91 796
Total 331 736 - - 331 736
Financial liabilities at amortised cost
Contigent considerations 659 659
Borrowings, long term 10 891 10 891
Borrowings, short 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
54
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.
In 2022 the Group realised a gain of NOK 0.8
million (2021 NOK 0.0) on fair value through
profit and loss.
2021
Financial assets
at amortised
cost
Fair value
through profit
or loss
Financial
liabilities at
amortised cost
Total book
value
(NOK 1000)
Financial assets
Trade accounts receivable 141 397 141 397
Other short-term receivables 19 614 19 614
Cash and cash equivalents 176 224 176 224
Total 337 235 - - 337 235
Financial liabilities at amortised cost
Derivatives, Interest rate swaps 249 249
Contigent considerations 4 065 4 065
Borrowings, long term 357 887 357 887
Borrowings, short term 1 356 1 356
Trade accounts payables 18 257 18 257
Other short-term debt 73 921 73 921
Total - 4 314 451 421 455 735
Financial risk management
The Group 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 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 35
million (ref. Note 16), which has an interest rate
equal to the 3 months Euribor plus 4.75%. Any
+0.5 percentage point increase in the 3 months
Euribor would increase the Group’s annual
interest expense by approximately NOK 1.9
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 2022 the Company has
a Euro-based bond loan of EUR 35 million.
Per 31 December 2022 the Company had an
unrealised currency loss amounting to NOK
44,7 million (2021 NOK 25.1 million) related to
this loan. Otherwise, the Group has limited
exposure to currency risk from assets and
liabilities recognised as of 31 December 2022
that are denominated in currencies other
than the functional currency of the Group
entities. As of 31 December 2022 the Group
has currency exposure from EUR, DKK, INR,
55
SEK, GBP, CHF and PLN. It is mainly the EUR
exchange rate that constitutes a currency
risk for the Company. A +/-5% change in the
exchange rate of EUR vs NOK would have
resulted in a finance gain/loss pre-tax of
approximately NOK 17.7 million, with most of the
potential loss/gain related to the EUR 35 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 located 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.
NOK 368.2 million of the short-term borrowings
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 2022
(NOK 1000)
Less than 3
months
3 to 12
months
1 to 5
years
6 to 10
years Total
Borrowings, 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
Per 31 December 2021
(NOK 1000)
Less than 3
months
3 to 12
months
1 to 5
years
6 to 10
years Total
Borrowings, long term 352 628 5 259 357 887
Borrowings, short term 330 1 027 1 357
Trade creditors and other short term liabilities 18 257 64 447 9 474 92 178
Leasing IFRS 16 3 588 10 764 16 517 30 869
Total liabilities 22 175 76 238 378 619 5 259 482 291
56
of NOK 369.3 million relates to the bond loan
repaid in March 2023. See note 25 for further
information.
Capital management
A key objective in relation to capital
management is to ensure that the Company
maintains a sufficient capital structure in
order to support its business development
and to maintain a strong credit rating. The
Company evaluates its capital structure in light
of 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 2022 was 18.1% (2021:
25.3%).
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.
In order 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 parties
Related Party Transaction 2022 2021
Rayon Design AS1) Management
Services
2 815 2 274
Total 2 815 2 274
1) Norwegian Retail AS, a company owned 100% by
Hans-Petter Mellerud, CEO of Zalaris ASA, owns
40% of the shares in Rayon Design AS. All pricing
is done on armth length principle
b) Remuneration to senior group management
and the board
(NOK 1000) 2022 2021
Short-term benefit 14 172 13 270
Pension benefits 783 758
Share-based payment 5 775 9 614
Total 20 730 23 642
Further details can be found in the annual
remuneration report for 2022 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 AG 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%
57
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
18 May 2021, 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 41,031 RSUs were granted in 2022
(2021: 18,041).
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) 2022 2021
Restricted Stock Units 1 101 5 749
Employee share options 7 526 318
Accrued social security costs (110) 1 444
Total recognised costs 8 517 7 511
Accrued payroll tax at the end of the period 118 643
58
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
18 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 807,000
options were granted in 2022 (2021: 971,500).
The options were granted at an average
exercise price of NOK 37.06 (2021: NOK 59.59).
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 2022 was NOK 11.12 per
option (NOK 17.35). The following table lists
the key inputs to the model used for the year
ended 31 December:
Number of RSUs 2022 2021
Outstanding at the beginning of the period 125 268 307 152
Granted 41 031 18 041
Released (100 000) (199 925)
Outstanding at the end of the period 66 299 125 268
2022 2021
Number of
options WAEP (NOK)
Number of
options WAEP (NOK)
Outstanding at the beginning of the period 1 519 500 51,87 618 000 38,55
Granted 807 000 37,06 971 500 59,59
Terminated (83 000) 51,02 (70 000) 41,41
Outstanding at the end of the period 2 243 500 46,57 1 519 500 51,87
Exercisable at the end of the period - - - -
The weighted average assumptions used 2022 2021
Expected life of RSUs (year) 3,00 3,00
Weighted average share price 47,00 66,00
The weighted average assumptions used 2022 2021
Expected volatility (%) 44,22 43,17
Risk-free interest rate (%) 2,97 0,92
Expected life of options (year) 3,2 3,0
Weighted average share price 34,78 58,70
Expected dividend - -
59
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 2022. As part of the program,
Zalaris has sold 44,798 own shares to
employees at a subscription price of NOK
20.28 per share for Norwegian employees
and NOK 19.09 for non-Norwegian
employees. The shares were transferred
to the employees in February 2023.
The subscription price was based on
the volume-weighted average share price
in the period between 18 November to 30
November 2022, less a 20 % discount.
To receive the discount the shares have
a 12 months 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 – Acquisition
On 1 February 2022, the Group acquired
90% of the voting shares of vyble GmbH, a
non-listed company based in Germany without
previous activity. Subsequently vyble GmbH
purchased assets from vyble AG, a payroll
and HR solution start-up located in Rostock
and Hamburg, Germany. vyble has a complete
suite of Payroll and HR solutions delivered as
Software as a Service (SaaS) targeting the SME
market in Germany.
The company was acquired by free cash. The
assets acquired were intangible assets at NOK
6.8 million, fixed assets at NOK 0.6 million and
customer relations at NOK 1.9 million.
relations, in addition to the assembled
workforce. The intangible assets in vyble
are license costs posted at fair value. There
are no contingent agreements. There are no
transactions recognised separately from the
acquisition of the assets and liabilities.
vyble GmbH was included in Zalaris’
consolidated figures in Q1 2022. However it
was in June 2022 decided to sell the company
and hence it is is shown as discontinued
operations in the year-end figures of 2022.
See note 24 – Discontinued operations for
further details.
In addition an amount of NOK 0.3 million has
been considered as obligation for payroll of
employees terminating employment with the
company.
The amount of the non-controlling interest
is recognised with NOK 1.1 million. The
acquired company is at the balance date not
consolidated and both revenue, costs and
assets and liabilities has been classified as
discontinued operations held for sale.
The Group has elected to measure the non-
controlling interests in the acquiree at fair value.
Following is a preliminary purchase prices
analysis (“PPA”) for the acquisition of vyble.
The goodwill is calculated on the basis
of expected synergies between Zalaris’
experience and technical solutions and vyble’s
market presence, and established customer
(NOK 1 000) Amount
Estimated purchase consideration 11 317
Identified assets to fair value* 9 272
Goodwill** 2 045
* Whereof: customer contracts, deferred tax
** The acquired goodwill is not tax deductable
and mainly relates to human relations
60
Note 24 – Discontunued 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,
established in January 2022, 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 1,6 million, which is also this years
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) 2022
Revenue 3 378
Operating expenses 23 992
Operating loss (20 614)
Finance costs 167
Profit/(loss) before tax from discontinued operation (20 781)
Tax expense 4 763
Profit/(loss) for the year tax from discontinued operation (16 018)
Assets held for sale
(NOK 1000) Assets 2022
Intangible assets 9 628
Property, plant and equipment 11
Trade accounts receivable 1 089
Cash and cash equivalents 1 655
Total assets held for sale 12 383
Liabilities
Creditors 1 500
Interest-bearing loans and borrowings 3 283
Liabilties directly associated with assets held for sale 4 783
Net assets directly associated with disposal group 7 600
Cash flow
(NOK 1000) 2022
Operating (18 828)
Investing (11 592)
Net cash outflow (30 420)
The net cash flows incurred by vyble are as follows:
61
Note 25 – Events After
the Balance Sheet Date
Subsequent to year-end, the Company’s bond
loan of EUR 35 million (NOK 368.2 million)
outstanding 31 December 2022 was repaid
and replaced by a new bond loan of EUR 40
million. This new bond loan matures at the end
of March 2028, with no down payments before
maturity. Interest rate to be paid is 3 months
Euribor plus 5.25% compared to 3 months
Euribor plus 4.75% for the loan outstanding at
the end of December 2022. Upon calling the
previous bond loan unamortised transaction
costs of NOK 1.2 million were expensed. The
realised currency exchange loss relating to the
bond loan repaid is NOK 15.5 million in 2023.
The new bond loan is valued at NOK 439.8
million, net of estimated transaction costs,
based on the EUR/NOK exchange rate at 28
March 2023.
There have been no other events after the
balance sheet date which have had a material
effect on the issued accounts.
62
IN PROGRESS
“Zalaris PeopleHub is the
solution of our choice.
We’re delighted to have
partnered with Zalaris to
modernize our HR and
payroll”
– Richard Cockbill
Director of IT at Marston’s
63
Financial Statement – Parent Company
Parent Company Annual Accounts Report 2022
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 2022 2021
Other revenue 2 149 796 144 062
Total Revenue 149 796 144 062
Operating expenses
License costs 45 469 45 719
Personell expenses 3 28 816 36 447
Other operating expenses 4 102 574 89 004
Amortisation intangible assets 5 13 703 14 639
Depreciation and impairments 6 281 233
Total operating costs 190 843 186 043
Operating profit (41 047) (41 981)
Financial items
Financial income 15 38 379 41 277
Financial expenses 15 (44 602) (22 011)
Unrealised foreign currency loss 14, 15, 16 (15 773 15 867
Net financial items (21 996) 35 134
Ordinary profit before tax (63 043) (6 848)
Income tax expense
Tax expense on ordinary profit 7 - (2 011)
Total tax expense - (2 011)
Profit for the year (63 043) (4 836)
Attributable to:
Other Equity (63 043) (4 836)
64
BALANCE SHEET at 31 December
(NOK 1000) Note 2022 2021
ASSETS
Non-current assets
Intangible assets
Deferred tax asset 7 22 934 22 934
Other intangible assets 5 40 155 39 399
Total intangible assets 63 089 62 332
Fixed assets
Property, plant and equipment 6 1 068 95
Total fixed assets 1 068 95
Financial non-current assets
Shares in subsidiaries 8 277 189 273 621
Total financial non-current assets 277 189 273 621
Total non-current assets 341 346 336 049
Current assets
Prepayments 3 631 2 508
Other short-term receivables 9 4 775 1 213
Other short-term receivables to group
companies
9 127 940 113 830
Cash and cash equivalents 10 58 149 148 466
Total current assets 194 496 266 017
TOTAL ASSETS 535 842 602 066
BALANCE SHEET at 31 December
(NOK 1000) Note 2022 2021
EQUITY AND LIABILITIES
Equity
Paid-in capital
Share capital
2 159
2 185
Other paid in equity
10 038
3 657
Share premium
141 898
157 370
Total paid-in capital
154 095
163 211
Other equity
(
137 820)
(67 220)
Total earned equity
(
137 820
)
(67 220)
Total equity 16 275 95 991
Non-current liabilities
Interest-bearing loans and borrowings 16 1 016 346 806
Total long-term debt 1 016 346 806
Current liabilies
Trade accounts payable 17 941 4 479
Interest-bearing loans 16 368 459 -
Interest-bearing loans group companies 16 113 912 133 784
Short-term debt to group companies 7 465 4 845
Derivatives 14 - 249
Income tax payable 7 - -
Public duties payable 2 249 1 951
Other short-term debt 17 8 524 13 960
Total short-term debt 518 550 159 269
Total liabilities 519 566 506 075
TOTAL EQUITY AND LIABILITIES 535 842 602 066
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, 13 April 2023
65
STATEMENT OF CASH FLOWS 1 January - 31 December
(NOK 1000) Note 2022 2021
Cash flows from operating activities
Ordinary profit before tax (63 042) (6 847)
Net financial items (16 361) (21 063)
Amortisation and depreciation 13 983 14 873
Changes in trade accounts receivable and payables 13 462 (4 870)
Changes in other accruals 1 097 (30 033)
Stock purchase program 5 215 (836)
Interest received 5 776 2 128
Interest paid (19 248) (17 669)
Net cash flows from operating activities (59 118) (64 318)
Cash flows from investing activities
Purchases of Intangible assets and property, plant and
equipment
(15 713) (9 998)
Purchase and investment in subsidiary 8 (121) 7 079
Net cash flows from investing activities (15 834) (2 919)
Cash flows from financing activities
Group contribution and dividiends from subsidiaries 30 961 37 275
Own shares (17 768) 6 258
Issuance of new shares - 115 706
Revolving credit (19 872) 66 400
Paid dividend payment (7 558) (19 639)
Net cash flows from financing activities (14 237) 206 001
Net changes in cash and cash equivalents (89 188) 138 764
Net foreign exchange difference (1 128) (671)
Cash and cash equivalents at the beginning of the year 148 466 10 373
Cash and cash equivalents at the end of the year 58 150 148 466
STATEMENT OF CHANGES IN EQUITY
(NOK 1000)
Share
capital
Own
Shares
Share
premium
Other paid
in equity
Total paid-
in capital
Other
equity
Total
equity
Equity at 01.01.2021 2 013 (50) 34 251 6 359 42 572 (44 060) (1 488)
Income for the year - - - (4 836) (4 836)
Paid dividend - - - (19 639) (19 639)
Issue of share capital 201 115 505 - 115 706 - 115 706
Share based payments - 5 679 5 679 - 5 679
Settlement of share based payments 8 1 858 (8 382) (6 516) - (6 516)
Sale of own shares 16 6 730 - 6 746 489 7 235
Purchase of own shares (2) (975) - (977) - (977)
Other changes in equity - - - 826 826
Equity at 31.12.2021 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 - 5 215 5 215 - 5 215
Share based payments subsidiaries 3 447 3 447 - 3 447
Exercise of share based payments 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
66
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 delivery 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 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.
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.
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
depreciated 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 cost method of accounting in the parent
company accounts. Investments are valued
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 2022 were
approved in a board meeting on 13 April 2023.
1.1 The basis for the preparation of the
financial statements
The financial statements of Zalaris ASA for the
accounting year 2022 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 the
date of the balance sheet. Foreign exchange
gains and losses resulting from the settlement
67
Zalaris has not identified significant Covid-19
impact to the consolidated financial statements
as of 31 December 2022.
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,
further payment obligations.
Cost of Equity Transactions
Transaction costs directly attributable to an
equity 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
balance sheet date that do not affect the
Company’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
include cash, bank deposits and other short
term, highly liquid investments.
Covid-19
All significant estimates and underlying
assumptions to the accounting areas above
have been reviewed in light of Covid-19. Zalaris
has not experienced any major disruption to its
operations or experienced significant financial
effects due to Covid-19 in 2022. As a result,
HR, interest-bearing loans and other associated
expenses and assets related to administration
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 and Ireland,
and information regarding revenue based on
geography is provided below.
(NOK 1,000) as % of total 2022 as % of total 2021
Norway 41% 61 651 44% 63 906
Sweden 18% 26 956 18% 25 946
Denmark 11% 16 840 11% 16 060
Finland 9% 13 212 9% 13 424
Germany 11% 15 893 8% 11 712
Latvia 3% 4 525 3% 4 263
UK 2% 3 079 2% 2 237
Poland 3% 5 200 3% 3 628
Other 2% 2 439 2% 2 886
Total 100% 149 795 100% 144 062
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
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 (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
the contributions have been paid, there are no
68
Note 3 – Personnel expenses Note 4 – Other operating expenses
See note 13 for transactions with related parties.
(NOK 1,000) 2022 2021
Salary 25 475 36 637
Social security tax 4 619 6 885
Pension costs (see note 12) 933 1 573
Share based payments 4 619 6 885
Capitalised development expenses (15 878) (9 769)
Other expenses 8 451 (2 485)
Total personnel costs 28 816 36 446
2022 2021
Average number of employees 23 25
Average number of FTE 21 24
(NOK 1,000) 2022 2021
External services 61 268 53 372
IT services and telecom 30 193 28 162
Office premises 4 039 2 356
Travel and transport 983 289
Postage and freight 46 37
Other expenses 6 045 4 788
Total other operating expenses 102 574 89 004
Auditors fee
(NOK 1000) 2022 2021
Auditor fee 1 969 1 850
Other attestation services - 19
Other fees 904 295
Total, excl VAT 2 873 2 164
69
Note 5 – Other intangible assets Note 6 – Property, plant and equipment
(NOK 1,000)
Licenses and
software
Internally
developed
software
Internally
developed
software
under con-
struction Total
Acquisition cost
Accumulated 1 January 2021 25 297 87 110 10 851 123 258
Additions of the year - 1 985 7 989 9 974
Disposals (20) (25 500) (9) (25 529)
Internal AUC reclassified - 10 238 (10 238) -
Accumulated 31 December 2021 25 277 73 833 8 593 107 703
Accumulated 1 January 2022 25 277 73 833 8 594 107 703
Additions of the year - 4 750 9 709 14 459
Disposals (227) (3 594) - (3 821)
Internal AUC reclassified - 6 467 (6 467) -
Accumulated 31 December 2022 25 050 81 456 11 836 118 341
Depreciation
Accumulated 1 January 2021 24 128 54 625 - 78 753
This year's ordinary amortisation 671 13 968 - 14 639
Disposals of amortisation - (25 088) - (25 088)
Accumulated 31 December 2021 24 799 43 505 - 68 304
Accumulated 1 January 2022 24 799 43 505 - 68 304
This year's ordinary amortisation 335 13 368 - 13 703
Disposals of amortisation (227) (3 594) - (3 821)
Accumulated 31 December 2022 24 907 53 279 - 78 186
Book value at 31 December 2021 478 30 328 8 593 39 399
Book value at 31 December 2022 143 28 177 11 836 40 156
(NOK 1,000)
Furniture and
fixtures IT-equipment Total
Acquisition cost
Accumulated 1 January 2021 3 001 891 3 892
Additions of the year 24 - 24
Disposals of the year (22) (395) (417)
Accumulated 31 December 2021 3 003 496 3 499
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
Depreciations
Accumulated 1 January 2021 2 923 665 3 588
This year's ordinary depreciation 46 188 234
Disposals of the year (22) (395) (417)
Accumulated 31 December 2021 2 947 458 3 405
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
Book value at 31 December 2021 55 40 95
Book value at 31 December 2022 690 378 1 067
70
Note 7 – Income taxes
Income tax expense:
(NOK 1,000) 2022 2021
Changes in previous years - (498)
Changes in deferred taxes - (1 514)
Tax expense/income - (2 012)
Tax payable in balance sheet:
(NOK 1,000) 2022 2021
Ordinary profit before tax (63 042) (6 847)
Permanent differences 18 586 (32)
Change in temporary differences 2 031 2 889
Basis for tax payable (42 425) (3 990)
Tax payable (9 334) (878)
Reconciliation of effective tax rate:
Ordinary profit before tax * (63 042) (6 847)
Calculated tax (13 869) (1 506)
Other permanent differences 4 096 (505)
Deferred tax not capitalised 9 733 -
Tax expense - (2 011)
Effective tax rate 0% 29%
Specification of tax effects of temporary differences:
(NOK 1,000) 2022 2021
Property, plant and equipment (5 651) (5 422)
IFRS amortisation loan 1 352 3 155
Tax losses carry forward (99 945) (101 976)
Total temporary differences (104 243) (104 243)
Temporary differences not included in deferred tax assets (44 424) -
Total deferred tax assets (22 934) (22 934)
Total deferred tax liability - -
Net deferred tax (22 934) (22 934)
* Exclusive group contribution from subsidiaries
The company is utilising a government grant (skattefunn)
on R&D that gives a net tax deduction, which in 2022
amounted to NOK 1.4 million (2021 NOK 0.8 million).
71
Note 8 – Overview of subsidiaries
Company Consolidated Location Ownership
Zalaris Australia Pty Ltd 01/12/22 Sydney 100%
Zalaris Deutschland AG 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%
* vyble GmbH was acquired by the company in February 2022. See note 23 in the Group accounts for further
information on acquisition and note 24 for information about vyble as discontinued operation.
Company
NOK (1,000)
Other
equity *
Share
capital
in local
currency
Local
currency
Number
of
shares
Nominal
value
per
share
Carrying
value Equity
"Profit/
(loss)"
Zalaris Australia Pty Ltd - AUD 100 1 1 -6 422 -4 463
Zalaris Deutschland AG 55 EUR 54 552 1 192 021 35 284 -5 728
Zalaris France SAS 1 EUR 1 000 1 10 -120 -102
Zalaris HR Services Denmark A/S 500 DKK 5 000 100 5 885 33 970 7 264
Zalaris HR Services España SL 4 EUR 3 600 1 37 -242 -277
Zalaris HR Services Estonia 3 EUR 2 500 1 2 418 3 121 91
Zalaris HR Services Finland OY 8 EUR 1 000 8 67 47 180 5 317
Zalaris HR Services Finland OY 2 450 - EUR - - 23 036 0 0
Zalaris HR Services India Pvt Ltd 40 000 INR 4 000 000 10 5 433 9 756 1 700
Zalaris HR Services Ireland Ltd - EUR 100 1 - 900 974
Zalaris HR Services Latvia SIA 3 EUR 2 000 1 214 10 308 2 923
Zalaris HR Services Lithuania UAB 10 EUR 1 000 10 0 107 804
Zalaris HR Services Norway AS 100 NOK 1 000 000 - 981 42 867 760
Zalaris HR Services Sverige AB 300 SEK 3 000 100 9 900 49 760 8 094
Zalaris Magyarország Kft 3 000 HUF 1 3 000 000 82 82 0
Zalaris Polska Sp Z.o.o 5 PLN 100 50 12 701 16 357 6 175
Zalaris Singapore Pte Ltd - SGD 100 1 1 -429 -427
Zalaris UK Ltd 10 GBP 10 100 1 24 402 31 375 7 768
Total 277 189 273 854 30 873
* Other Equity is converted subordinated loan to subsidiary to equity.
72
Note 9 – Other short-term receivables
(NOK 1,000) 2022 2021
Receivables group companies 127 940 113 830
Other receivables 4 775 1 213
Total other short-term receivables 132 715 115 043
(NOK 1,000) 2022 2021
Cash in hand and at bank - unrestricted funds 53 941 146 916
Deposit accounts - guarantee rent obligations 2 698 -
Employee withheld taxes - restricted funds 1 511 1 549
Cash and cash equivalents in the balance sheet 58 149 148 465
Shares 2022 2021
Shares - nominal value NOK 0,10 22 135 279 22 135 279
Total number of shares 22 135 279 22 135 279
Note 10 – Cash and cash equivalents
Note 11 – Share capital, 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 in the consolidated financial statement.
The company is included in a cash pool agreement through Nordea Bank ASA with it’s subsidiaries.
The major shareholders at 31.12.2022 are:
Shareholder Number of shares: % of total Type of account
Norwegian Retail AS 2 891 482 13,06% Ordinary
Skandinaviska Enskilda Banken AB 2 170 440 9,81% Nominee
Verdipapirfondet Alfred Berg Gamba 2 056 346 9,29% Ordinary
J.P. Morgan SE 1 044 168 4,72% Nominee
Protector Forsikring ASA 1 001 663 4,53% Nominee
Vestland Invest AS 910 659 4,11% Nominee
Vpf Dnb Norge Selektiv 720 642 3,26% Ordinary
Verdipapirfondet DNB SMB 608 479 2,75% Ordinary
Verdipapirfondet Nordea Avkastning 507 705 2,29% Ordinary
Verdipapirfondet Nordea Norge Plus 466 816 2,11% Ordinary
Verdipapirfondet Nordea Kapital 367 540 1,66% Ordinary
Tigerstaden Invest AS 351 700 1,59% Ordinary
Ølja AS 349 650 1,58% Ordinary
AS Mascot Holding 320 000 1,45% Nominee
Skandinaviska Enskilda Banken AB 300 000 1,36% Ordinary
Næringslivets Hovedorganisasjon 283 217 1,28% Ordinary
Harlem Food AS 265 533 1,20% Ordinary
Taconic AS 262 040 1,18% Ordinary
Bsn AS 240 000 1,08% Ordinary
Shares owned by the company 540 693 2,44%
Others 6 476 506 29,26%
Total 22 135 279 100,00%
73
Dividend
The General Meeting held on 20 May 2022,
approved a dividend of NOK 0.35 per share,
amounting to NOK 7.6 million, which was paid
in June 2022. The board will propose to pay a
dividend for 2022 of NOK 0.50
per outstanding
share, which amounts to NOK 21.6 million,
to be paid to the shareholders of the parent
company, subject to the Company being in
compliance with the incurrence test in the
bond loan agreement. The Company has not
accrued for the proposed dividend for 2022.
Note 12 – 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 represents a defined contribution plan,
with disability coverage. At the end of year
there were 22 participants (24) in this defined
contribution plan.
Expenses equals this year’s calculated
contribution and amounts to NOK 1.6 mill
(NOK 1,27 mill). The scheme is administered by
Storebrand.
Note 13 – Transactions with related parties
For further information see the annual remuneration report published on www.zalaris.com.
Note 14 – Financial instruments
2022
Financial instruments by category
Loans and
receivables
Fair value
through profit
or loss
Liabilities at
amortised cost
Total book
value
(NOK 1,000)
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 185 033 - - 185 033
Purchase from related parties
Related Party Transaction 2022 2021
Rayon Design AS1) Management Services 2 815 2 274
Total 2 815 2 274
1) Norwegian Retail AS, a company owned 100% by Hans-Petter Mellerud, CEO of Zalaris ASA, owns 40% of the
shares in Rayon Design AS.
74
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.
The fair value of the interest rate swap is
determined by discounting expected future
cash flows to present value through the use of
observed market interest rates from Nordea.
The interest swap was terminated in 2022, but
the fair value measurement for interest swap
at period-end 2022 using level 2 was NOK 0.2
million.
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. As
described above, the company has entered
swap arrangement to hedge its interest
exposures arising from its debt obligations
(ref. Note 16).
Financial liabilities
Borrowings, long term 1 016 1 016
Borrowings, short term, revolving credit 108 081 108 081
Borrowings, 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
Other short-term debt 8 524 8 524
Public duties payable 2 249 2 249
Total - - 513 735 513 735
2021
Financial instruments by category
Loans and
receivables
Loans and
receivables
Loans and
receivables
Total book
value
(NOK 1,000)
Financial assets
Other short-term receivables to group
companies
113 830 113 830
Other short-term receivables 1 213 1 213
Cash and cash equivalents 148 466 148 466
Total 263 509 - - 263 509
Financial liabilities
Derivatives, Interest rate swaps 249 - 249
Borrowings, long term 346 806 346 806
Borrowings, short term, revolving credit 133 784 133 784
Other short-term debt to group com-
pany
4 845 4 845
Trade accounts payables 4 479 4 479
Other short-term debt 15 911 15 911
Total - 249 505 826 506 075
75
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. As described
above, the company has entered swap arrangement to hedge its interest exposures arising from its
debt obligations (ref. Note 16).
For operational transactions denominated in foreign currencies, the Company’s policy is to ex-
change into foreign currency as required on a spot basis.
As of 31 December 2022, the Company has a bond loan listed on the Oslo Stock Exchange. Per
31 December the Company had an unrealised currency loss amounting to NOK 38 million related
to this loan. Otherwise, the Group has limited exposure to currency risk from assets and liabilities
recognised as of 31 December 2022 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.
Capital management
A key objective in relation to capital management is to ensure that the Company maintains a suffi-
cient 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 capi-
tal structure, the Company may issue new shares or obtain new loans.
Note 15 – Financial items
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 - 476 541 476 541
Trade creditors and other short term
liabilities
17 941 18 238 36 179
Total liabilities 17 941 494 778 1 016 513 735
Per 31 December 2021
(Amounts in NOK 1,000) Less than
3 months
3 to 12
months
1 to 5
years
Total
Borrowings, long term 346 806 346 806
Borrowings, short term - 133 784 133 784
Trade creditors and other short term
liabilities
4 479 20 756 25 236
Total liabilities 4 479 154 540 346 806 505 826
(NOK 1,000) 2022 2021
Interest income on bank accounts and receivables 5 776 2 128
Group contribution 30 961 37 275
Foreign exchange gains 1 642 1 874
Finance income 38 379 41 277
Interest expenses 18 549 17 669
Foreign exchange loss 2 770 2 545
Impairment subsidiaries 20 159 -
Other financiel expenses 3 124 1 797
Finance expenses 44 602 22 011
Unrealised foreign currency gain/(loss) (15 773) 15 867
Net financial items (21 996) 35 133
Impairment subsidiaries are relating to receivables from vyble GmbH.
76
Note 16 – Interest-bearing loans and borrowings
The Company secured a EUR 35 million bond
loan registered on the Oslo Stock Exchange in
September 2018. The bond has maturity on 29
September 2023 with no principal payments
before maturity. Interest rate to be paid is 3
months Euribor +4.75%. The Company has
deferred NOK 7.5 million in issuing costs (2 %
of the bond loan), which are being amortised
over the term of the loan. The balance at 31
December 2022 is NOK 1.4 million.
Subsequent to year-end the Company has
secured a new bond loan of EUR 40 million
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 7,05% 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
2021
(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 346 806 - 346 806
Nordea Bank Norge ASA Group cash pool - 133 784 133 784
Interest-bearing debt and borrowings 346 806 133 784 480 590
* Bond loan , Oslo Stock Exchange
and repaid the bond loan outstanding at 31
December 2022. See note 19 for further details.
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 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.
The Company is a certified SAP BPO partner.
SAP BPO Partners offer the full stack of
business process outsourcing services based
on SAP HCM business applications. Certified
providers undergo a rigorous assessment of
their delivery and support capabilities every
two years by SAP’s outsourcing partner
certification group. The agreement involves
commitments for future purchases of licenses
and maintenance fees amounting to
NOK 20.1 million.
77
Note 17 – Other short term debt
(NOK 1000) 2022 2021
Wages, holiday pay and bonus 6 233 6 262
Accrued expenses and other current liabilities 2 291 7 698
Total 8 524 13 960
Note 18 – 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:
(NOK 1000) 2022 2021
Restricted Stock Units 1 101 5 749
Employee share options 7 526 318
Accrued social security costs (110) 1 444
Total recognised costs 8 517 7 511
Accrued payroll tax at the end of the period 118 643
78
The fair value of the RSUs is the weighted average share price at grant date:
Restricted stock units
The general meeting of Zalaris ASA held on 18 May 2021, 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 provid-
ing 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.
The Company will do its utmost to settle the granted RSUs as shares, and thus accounts
for the RSUs as an equity-settled plan.
A total of 41,031 RSUs were granted in 2022, and the following table illustrates the number
of RSUs outstanding:
Share Option Program
The general meeting of Zalaris ASA held on 18 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 807,000 options were granted in 2022. The options were granted at an average
exercise price of NOK 37.06.
The following table illustrates the number of options outstanding and their weighted average
exercise price (WAEP):
Number of RSUs 2022 2021
Outstanding at the beginning of the period 125 268 307 152
Granted 41 031 18 041
Released (100 000) (199 925)
Outstanding at the end of the period 66 299 125 268
The weighted average assumptions used 2022 2021
Expected life of RSUs (year) 3,00 3,00
Weighted average share price 47,00 66,00
2022 2021
Number of
options
WAEP
(NOK)
Number of
options
WAEP
(NOK)
Outstanding at the beginning of the period 1 519 500 51,87 618 000 38,55
Granted 807 000 37,06 971 500 59,59
Terminated (83 000) 51,02 (70 000) 41,41
Outstanding at the end of the period 2 243 500 46,57 1 519 500 51,87
Exercisable at the end of the period - - - -
79
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 2022. As part
of the program, Zalaris has sold 44,798 own shares to employees at a subscription price of NOK
20.28 per share to Norwegian employees and NOK 19.09 per share to non-Norwegian employees
per share. The shares were transferred to the employees in February 2023. The subscription price
was based on the volume-weighted average share price in the period between 7 December to 20
December 2022, less a 20 % discount. To receive the discount the shares have a 12 months
lock-up period.
See Executive Remuneration Policy for detailed information.
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 11.12 per option (NOK 17.35). The following table lists the key inputs to the model used for
the year ended 31 December:
Note 19 – Events after the balance sheet date
Subsequent to year-end, the Company’s bond loan of EUR 35 million (NOK 368.2 million)
outstanding 31 December 2022 was repaid and replaced by a new bond loan of EUR 40 million.
This new bond loan matures at the end of March 2028, with no down payments before maturity.
Interest rate to be paid is 3 months Euribor plus 5.25% compared to 3 months Euribor plus 4.75%
for the loan outstanding at the end of December. See note 25 in Group statement for further details.
There have been no other events after the balance sheet date which have had a material
effect on the issued accounts.
The weighted average assumptions used 2022 2021
Expected volatility (%) 44,22 43,17
Risk-free interest rate (%) 2,97 0,92
Expected life of options (year) 3,2 3,0
Weighted average share price 34,78 58,70
Expected dividend - -
80
“Using the same tools
internally that we sell
to our customers is
of great value”
– Hilde Karlsmyr
CHRO at Zalaris
81
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 fiscal year 2022 is based on
the disposal in the Accounting Act No. 3-3b, as
well as the disposal for Corporate Governance
1. Statement on Corporate
Governance
Zalaris complies with the Code of Practice.
There are no significant differences between
the code and how it is abided by at Zalaris. The
Board shall ensure that the Company always
has sound corporate governance. Zalaris
provides an overall review of the Company’s
corporate governance in the Company’s
annual report (herein). In addition, a description
of the most important corporate governance
principles of the Company shall be made
available for external interest groups on the
Company’s website.
The annual review of the Company’s
compliance with the Code of Practice was
adopted on 13 April 2023.
2. Business
Zalaris ASA and its subsidiaries are providing
full-service outsourcing and consulting services
related to advisory, sales, implementing and
operating processes for the human resources
(HR) functions as payroll, payroll accounting,
personnel administration, travel expenses,
statutory leave, recruiting, performance
management, learning process administration
etc., and the sale of related software, and to
own shares in other companies and other
activities related to this.
Policy for Zalaris ASA, and was adopted by the
Board of Directors 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 authorisations for issue of
new shares or purchase of own shares are
described in chapter 3.
Zalaris focuses on high efficiency and high
customer satisfaction and a close relationship
to its customers, which includes local service
centres in all countries in which we operate,
complemented with dedicated service delivery
centres in Latvia, Poland and India, automation
of processes, and utilisation of cloud and AI.
Local personnel with high competence in HR
function processes ensure successful long-
term relationships with our customers.
A more detailed description of our services is
available on Zalaris’ website, www.zalaris.com.
The Board of Directors has adopted a
yearly plan focusing on its work to develop
objectives, strategy and risk profiles for the
Company so that Zalaris creates value for
shareholders in a sustainable manner, and to
oversee the implementation of this once a year.
In addition, the Board of Directors executes
supervision to ensure that the Company
reaches its defined targets and that the
Company has satisfactory risk management.
Considerations of sustainability are closely
linked with the Company’s activities and value
creation. Please see Zalaris’ ESG report, which
is also available on www.zalaris.com.
Corporate ethics are about how we behave
towards each other and the world around us.
It relates to human rights, employee rights
and social matters, the external environment,
the prevention of corruption, the working
environment, equal treatment discrimination,
82
and environmental impact. Everyone associated
with Zalaris shall comply with the rules and
guidelines that build on Zalaris’ basic values.
At Zalaris, we want everyone to contribute to a
sound 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. To reach this, it is essential
that the Company has a solid capital structure
and liquidity.
Zalaris’ consolidated equity amounted to NOK
163.6 million as of 31 December 2022, which
corresponds to an equity ratio of 18.1%.
Cash and cash equivalents were NOK 91.8
million as of 31 December 2022
discretion for the purpose of realising the
Company’s growth ambitions and for general
corporate purposes.
The authorisation was limited until the earliest
occurring date of either the ordinary general
meeting in 2022 or 30 June 2022.
Authorisation to Purchase Own Shares
The Board of Directors’ recommendation is that
its authority to buy back its own shares shall be
granted for a period limited to the next annual
general meeting.
At Zalaris’ annual general meeting on 29 May
2022, the Board of Directors was granted an au-
thorisation 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 authorised to acquire and sell shares as
the Board finds it appropriate. Acquisition can
nevertheless not be done by subscription for
shares.
The authorisation was limited until the earliest
occurring date of either the ordinary general
meeting in 2022 or 30 June 2022.
4. Equal Treatment of
Shareholders
General Information
Zalaris has one class of shares. Each share car-
ries one vote, and all shares carry equal rights,
The Board of Directors considers the Compa-
ny’s capital structure to be satisfactory.
Dividend Policy
The Board shall establish a clear and predicta-
ble dividend policy as the basis for the propos-
als on dividend payments that it makes to the
general meeting. The dividend policy shall be
disclosed on the Company’s IR website.
The Board of Directors proposes that a dividend
of NOK 1.00 per share is being paid for the
financial year 2022, subject to the Company
being in compliance with the incurrence test in
the bond loan agreement.
Authorisations to Increase Share Capital
Authorisations granted to the Board to increase
the Company’s share capital shall be restricted
to defined purposes. If the general meeting is
to consider authorisations to the Board for the
issuance of shares for different purposes, each
authorisation shall be considered separately by
the general meeting. Authorisations granted to
the Board shall be limited in time to no longer
than until the next annual general meeting.
At Zalaris’ annual general meeting on 19 May
2022, pursuant to Section 10-14 of the Norwe-
gian Public Limited Companies Act, the Board
of Directors was granted an authorisation to
increase the Company’s share capital to NOK
221,353. The shareholders’ preferential rights
pursuant to Section 10-4 of the Norwegian Pub-
lic Limited Companies Act can be deviated from.
The authorisation can be used at the Board’s
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 cap-
ital 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 of an authorisation
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.
83
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 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 Code of Practice recommends that an
independent person is appointed to chair the
general meeting. Considering the Company’s
organisation and shareholder structure, the
Company considers it unnecessary to appoint
an independent chairman for the general
meeting, and this task will, for practical
purposes, normally be performed by the
chairman of the Board. However, the need
for an independent chairman is evaluated in
advance of each general meeting based on the
items to be considered at the general meeting.
The minutes from the 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 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.
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 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.
The general meeting on 19 May 2022 elected
Bård Brath Ingerø (Leader), Ragnar Horn and
Sven Thoren to the nominating committee for
a period until the annual general meeting in
2023.
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 2022, 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 Germany, and experience from
different industries like IT, finance, industrial
and consulting, as well as competencies within
organisation, management, finance, HR and
marketing.
84
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
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 2022,
including board members, is available in the
Remuneration report for 2022.
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 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
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.
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,
authorisations and conditions for CEO.
Audit Committee
The audit committee shall consist of between
two and four members of the Board. The
committee shall be composed within the
rules set out 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
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 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 authorisations
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 2022,
the Board of Directors held 14 board meetings.
In accordance with Norwegian Public Limited
Companies Act No. 6-13, rules of procedure
(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 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.
85
The remuneration committee’s primary
responsibilities include:
• Assessing the Group’s compensation and
benefits strategy by an annual review of the
organisation’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 execu-
tive 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 2022.
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
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 has monthly business reviews
with each geographical region in which
financial results for the region and their
business units, status on key performance
indicators in the customer deliveries, personnel
Company’s 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.
statistics and risk areas are presented and
commented on by each regional manager. The
target of these business reviews is to identify
risks of deviation in all these areas, which
can cause financial discrepancies to adopted
targets as early as possible to be able to
initiate actions to reduce potential risks at the
earliest. The regional manager, business unit
managers, CEO and CFO participate in these
reviews.
Customer Satisfaction
Zalaris’ mission is to enable our clients to
maximise the value of human capital through
excellence in HR processes, and, thus,
customer satisfaction is a focus area 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
86
Board committees. 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.
Members of the Board and/or companies with
whom the members are associated shall not
take on specific assignments for the Company
in addition to their appointments as members
of the Board. If they, nonetheless, do take on
such assignments this must be reported to the
Board and the remuneration for such additional
duties must be approved by the Board.
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 2022 will be included in the remuneration
report to be presented to the annual general
meeting in 2023 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
at the annual general meeting. The latest
updated Executive Remuneration Policy will
be presented for a vote at the annual general
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 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 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 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.
meeting in 2023, and the policy will also be
published on www.zalaris.com.
The main principles for determining salaries
and other remuneration to the CEO and other
executive personnel in Zalaris is that salaries
shall be competitive and fair, and reflect local
market conditions as Zalaris wants to attract
and retain attractive leaders. Further, Zalaris
should offer terms that encourage value
creation for Zalaris and its shareholders, that
promote loyalty to the Company and ensure
the executive personnel and shareholders
have convergent interests.
At Zalaris, the performance-based
remuneration for executive personnel is at a
maximum 30% of the annual fixed salary.
The CEO has a six-month term of termination.
The other executive personnel in Zalaris have
terms of termination between three to six
months. The termination time is valid from end
of the calendar month in which the notice of
termination is communicated in written form.
The CEO is entitled to six months’ severance
pay in case of dismissal from the Company
or if terminating at own will due to a position
change resulting in no longer solely managing
the Zalaris Group.
An overview of the remuneration for executive
personnel for 2022 will included in the
remuneration report to be presented to the
annual general meeting in 2023 for an advisory
Zalaris holds quarterly web-based
presentations in which the financial results
of the closed quarter and focus areas of the
Company are commented on in addition to
market outlooks and special events which the
Company considers as relevant information for
its shareholders. The presentation is held by
the CEO and the CFO of the Company. Both
the quarterly reporting and the presentations
are published on Zalaris’ website.
The financial calendar valid for Zalaris
is adopted by the Board of Director and
determines the date and time for publishing
interim reports, annual financial statement
and holding of the annual general meeting.
The financial calendar is published 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.
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
87
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 bid, the Board shall arrange an inde-
pendent 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 pur-
poses 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 ac-
counting estimates and matters of importance
on which there has been disagreement be-
tween the auditor and the executive manage-
ment of the Company.
The auditor shall at least once a year pres-
ent 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 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 remu-
neration paid to the auditor is available in the
financial statement note 5.
88
“We are unwaveringly
committed to keeping
all information safe
and maintaining our
customers’ trust”
– Halvor Leirvåg
CTO at Zalaris
89
Auditor’s Report
90
91
92
“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
93
Shareholder Information
Introduction
There were 22,135,179 issued shares at the end
of 2022, of which 540,693 were owned by the
Company. A total of 7.4 million Zalaris shares
were traded on the Oslo Stock Exchange
(“OSE”) during 2022, compared to 11.2 million
in 2021. The total value the shares traded
during 2022 was NOK 232 million, compared
to NOK 650 million in the previous year. The
average daily trading volume in Zalaris shares
on the OSE during 2022 was 30k shares
compared to 45k shares in 2021. Zalaris’ share
price closed at NOK 29.20 at the end of 2022.
Zalaris’ shares are listed on the Oslo Stock
Exchange.
Dividend Policy
Zalaris’ overall objective is to create value for
its shareholders through an attractive and com-
petitive 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 consider-
ation Zalaris’ capital requirements, including
legal restrictions, capital expenditure require-
ments and potential investment plans.
The Board of Directors will propose a dividend
of NOK 1.00 per share for the fiscal year 2022,
subject to the Company being in compliance
with the incurrence test in the bond loan
agreement.
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
Key Figures for Zalaris Share
Key figures
(All figures in NOK
unless stated) 2022 2021 2020 2019 2018 2017
Share price high (close) 54,60 72,80 53,20 27,60 58,20 58,50
Share price low (close) 20,70 49,60 22,00 19,90 25,20 33,00
Share price average
(close)
36,03 58,06 36,35 23,63 40,55 44,62
Share price year-end 29,20 54,00 51,80 27,60 25,20 56,00
Earnings per share (1,76) 0,60 (0,53) (0,36) (0,06) (0,61)
Dividend per share *1,00 0,35 1,00 0,00 0,00 0,65
(Figures in 1000) 2022 2021 2020 2019 2018 2017
Outstanding shares,
average
21 595 21 294 19 647 19 729 20 030 19 637
Diluted** shares,
average
23 721 22 736 20 301 20 123 20 177 20 265
Outstanding shares,
year-end
21 595 21 847 19 620 19 568 20 030 20 030
Diluted** shares,
year-end
23 904 23 492 20 505 20 196 20 177 20 230
* To be proposed by the Board of Directors for 2022, subject to the Company being in compliance with the
incurrence test in the bond loan agreement.
** Including employee share options and restricted stock units (RSUs)
94
of Directors proposes buyback authorisations
to be considered and approved by the Annual
General Meeting. Authorisations are granted
for a specific time period and for a specific
share price interval during which share
buybacks can be made. Zalaris has bought
back 352,200 shares during 2022.
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 2022, the number of
shareholders in Zalaris was 1,315, of which
94.3 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
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:
Eirik Thune Øritsland
eirik.oritsland@abgsc.no
Arctic Securities:
Kristian Spetalen
kristian.spetalen@arctic.com
Sparebanken1 Markets:
Petter Kongslie
petter.kongslie@sb1markets.no
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.
VPS Registrar
Nordea Bank Norway ASA
Wholesale Banking | Securities Services
P O Box 1166 Sentrum,
N-0107 Oslo, Norway
Financial Calendar 2023
• Results Q1: 27 April 2023
• Annual General Meeting: 23 May 2023
• Results Q2: 24 August 2023
• Results Q3: 26 October 2023
95
As of 8 March 2023
91 %2 %
6 %
1 %
Norway
Sweden
Europe
Other
0
1-100
101-1000
1001-10000
10001-100000
100001-1000000 25
+1000001 5
300 600100 400200 500
332
533
354
93
Rank Investor
Number of
shares Shareholding (%) Type
1 NORWEGIAN RETAIL AS 2 891 482 13,06% Ordinary
2 SKANDINAVISKA ENSKILDA BANKEN AB 2 170 458 9,81% Nominee
3 VERDIPAPIRFONDET ALFRED BERG GAMBAK 2 056 346 9,29% Ordinary
4 VERDIPAPIRFONDET DNB SMB 1 221 606 5,52% Ordinary
5 J.P MORGAN SE 1 044 168 4,72% Nominee
6 VESTLAND INVEST A/S 940 659 4,25% Ordinary
7 VERDIPAPIRFONDET NORGE SELEKTIV 717 221 3,24% Ordinary
8 VERDIPAPIRFONDET NORDEA AVKASTNING 507 705 2,29% Ordinary
9 ZALARIS ASA 495 895 2,24% Ordinary
10 AS MASCOT HOLDING 467 548 2,11% Ordinary
11 ØLJA AS 414 650 1,87% Ordinary
12 HEARTMAKERMUSIC AS 406 700 1,84% Ordinary
13 VERDIPAPIRFONDET NORDEA KAPITAL 367 540 1,66% Ordinary
14 TIGERSTADEN INVEST AS 350 000 1,58% Ordinary
15 SKANDINAVISKA ENSKILDA BANKEN AB 300 000 1,36% Nominee
16 HARLEM FOOD AS 295 533 1,34% Ordinary
17 NÆRINGSLIVETS HOVEDORGANISASJON 283 217 1,28% Ordinary
18 VERDIPAPIRFONDET NORDEA NORGE PLUS 265 054 1,20% Ordinary
19 TACONIC AS 262 040 1,18% Ordinary
20 BSN AS 240 000 1,08% Ordinary
Other shareholders 6 437 357 29,08%
Total number of shares 22 135 179 100,00%
The largest 20 shareholders (incl Zalaris) 70,92%
96
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 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.
2022 2021
(NOK 1 000) Jan-Dec Jan-Dec
EBITDA 106 184 101 948
Restructuring costs* - 275
Mergers & Acquisitions - 7 677
Settlement of VAT dispute from 2018-2019 - 1 844
Cost incurred in establishing AMS centre in Poland 1 906 -
Share-based payments 8 706 5 723
Depreciation right-of-use assets (IFRS 16 effect) (18 535) (16 114)
Adjusted EBITDA 98 261 101 353
2022 2021
(NOK 1 000) Jan-Dec Jan-Dec
EBIT 23 695 22 585
Restructuring costs* - 275
Mergers & Acquisitions - 7 677
Settlement of VAT dispute from 2018-2019 - 1 844
Cost incurred in establishing AMS centre in Poland 1 906 -
Share-based payments 8 706 5 723
Amortisation of excess values on acquisition 11 935 11 469
Adjusted EBIT 46 242 49 574
*Relates mainly to redundancy costs/severance pay for employees
97
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 is 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.
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).
98
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.
© 2022 Zalaris
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