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Annual Report

2024

Breaking revenue records, building global impact

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Table of Contents

1 2024 IN BRIEF ............................................................................................................................. 3

1.1 About Zalaris ....................................................................................................................................... 4

1.2 Worldwide provider ........................................................................................................................... 5

1.3 Local presence, one global platform (products) ........................................................................ 7

2 Summary of 2024 ........................................................................................................................ 9

2.1 Letter from the CEO ........................................................................................................................ 10

3 Governance ................................................................................................................................. 12

3.1 Corporate Governance ................................................................................................................... 13

3.2 Management team ......................................................................................................................... 20

3.3 Report from the board of directors ............................................................................................. 21

4. Sustainability statements ......................................................................................................... 28

4.1 General information / Disclosures .............................................................................................. 29

4.1.1 Basis for preparation ...................................................................................................... 29

4.1.2 Governance ...................................................................................................................... 32

4.1.3 Strategy ............................................................................................................................. 39

4.1.4 Impact risk and opportunity Management ................................................................. 45

4.2 Environmental information ............................................................................................................ 70

4.2.1 EU Taxonomy .................................................................................................................... 70 4.2.2 Climate Change ............................................................................................................... 78

4.3 Social information ........................................................................................................................... 88

4.3.1 Own workforce ................................................................................................................ 88

4.3.2 Own workforce Metrics and targets ........................................................................... 94

4.3.3 Workers in the value chain ........................................................................................... 101

4.3.4 Workers in the value chain Metrics and targets ..................................................... 103

4.3.5 Consumers and end-users .......................................................................................... 103

4.3.6 Consumers and end-users Metrics and targets ..................................................... 109

4.4 Governance information ............................................................................................................... 110

4.4.1 Business Conduct .......................................................................................................... 110

4.4.2 Business Conduct IRO Management ........................................................................ 110

4.4.3 Business Conduct Metrics and targets ..................................................................... 116

4.4.4 Payment practices ........................................................................................................... 117

5. Financial statements ................................................................................................................ 118

5.1 Consolidated financial statements ....................................................................................... 119

5.2 Financial statement for Zalaris ASA .................................................................................... 156

5.3 Statement from the Board and the CEO of Zalaris ASA .................................................. 177

5.4 Auditor’s Report ........................................................................................................................ 178

5.5 Sustainability assurance report ............................................................................................. 181

6. Shareholder information .................................................................................................... 183

7. Alternative Performance Measures (AMs) ....................................................................... 187

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1.3 Local Presence, One Global Platform

Equipped with state-of-the-art automation, innovation and security, Zalaris PeopleHub 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. A suite of globally accessible and flexible systems with integrated technology capabilities of Zalaris’ HR & Payroll Solutions ensure your company has one source of truth whether you’re present in one country or across the globe.

Contents

In brief

Governance

Summary of 2024

Sustainability statements

Financial statements

Shareholder information

APM

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2. Summary of 2024

2.1 Letter from the CEO

Contents

In brief

Governance

Summary of 2024

Sustainability statements

Financial statements

Shareholder information

APM

3. Governance

3.1 Corporate governance

3.2 Management team

3.3 Report from the board of directors

Contents

In brief

Governance

Summary of 2024

Sustainability statements

Financial statements

Shareholder information

APM

15

exchange prices if carried out in another way. If there is limited liquidity in the Company’s shares, the Company shall consider other ways to ensure equal treatment of all shareholders. 5. Freely Negotiable Shares Zalaris shares are freely negotiable and there are no limitations of the negotiability in Zalaris’ Articles of Associations. There are no limitations for any party’s ability to own, trade or vote for shares in Zalaris. 6. General Meetings Exercising Rights Zalaris facilitates that as many shareholders as possible may participate in the Company’s general meetings and that the general meetings are an effective forum for the views of shareholders and the Board. The notice and the supporting documents and 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 to all shareholders with a known address in Verdipapirsentralen (VPS) no later than 21 days prior to the date of the general meeting. According to Zalaris’ Articles of Associations,

it is sufficient that the supporting documents and information on the resolutions to be considered are available on the Company’s website. A shareholder may, nevertheless, demand to receive the documents concerning matters that are to be discussed in the general meeting. The resolutions and supporting documentation, if any, shall be sufficiently detailed and comprehensive to allow shareholders to understand and form a view on matters that are to be considered at the meeting. The deadline for shareholders to give notice of their attendance at the general meeting will be set as close to the date of the general meeting as possible. The Board and the person who chairs the general meeting shall ensure that the shareholders have the opportunity to vote separately on each candidate nominated for election to the Company’s Board and committees. Shareholders who cannot be present at the general meeting must be given the opportunity to vote by proxy or to participate by using electronic means. The Company will provide information on the procedure for attending by proxy and nominate a person who will be available to vote on behalf of shareholders as their proxy. In addition, a proxy form will be prepared, which shall, insofar as this is possible, be formulated in such a manner that

the shareholder can vote on each item that is to be addressed. The general meeting should be attended by representatives from the Board. The chairman of the Nomination Committee, the Remuneration Committee and the Audit Committee may attend whenever practical. In addition, as a minimum, the CEO and CFO from the management team of Zalaris, will attend the general meeting. The Board of Directors decides the agenda of the general meeting. The main issues of the agenda follow the requirements in the law. Each general meeting appoints a chairman. The Code of Practice recommends that an independent person is appointed to chair the general meeting. Considering the Company’s organization and shareholder structure, the Company considers it unnecessary to appoint an independent chairman for the general meeting, and this task will, for practical purposes, normally be performed by the chairman of the Board. However, the need 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 are published on the Company’s websites and on the website of the Oslo Stock Exchange.

7. Nomination Committee The Company shall have a nomination committee comprising such number of persons as determined by the general meeting of the Company from time to time — and whose members shall be appointed by a resolution of the general meeting, including the Chairman of the committee. The general meeting shall determine the remuneration of the nomination committee and shall stipulate guidelines for the duties of the nomination committee. The nomination committee should not include the Company’s CEO or any other any executive personnel or any member of the Company’s Board of Directors. The nomination committee’s duties are to propose candidates for election to the Board and to propose remuneration to be paid to such members. The nomination committee shall justify its recommendations. The Company shall provide information of the nomination committee and any deadlines for submitting proposals to the committee. The general meeting on 19 June 2024 elected Bård Brath Ingerø (leader), Sven Thorén and Nicolay Eger to the nominating committee for a period until the annual general meeting in 2025.

Contents

In brief

Governance

Summary of 2024

Sustainability statements

Financial statements

Shareholder information

APM

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8. Board of Directors; 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 2024, the Zalaris’ Board of Directors consisted of five members — two women and three men. The CEO of Zalaris is not part of the Board. The Board of Directors in Zalaris has broad representation from countries in the Nordic region, and experience from different industries like IT, finance, industrial and consulting, as well as competencies within organization, management, finance, HR and marketing. A presentation of the Board of Directors is available on Zalaris’ website, ir.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 2024, including board members, is available in the Remuneration Report for 2024. 9. The Work of the Board General The Board of Directors is responsible for the management of the Company, including the appointment of a Chief Executive Officer (CEO) to assume the daily management of the Company. The Board members shall perform their duties in a loyal manner, attending to the interests of the Company, and ensure that its activities are organised in a prudent manner. The Board of Directors shall adopt plans and budgets and guidelines applicable to the activities of the Company. The Board of Directors shall keep itself informed of the financial position of the Company and has a duty to ensure that its corporate accounts and asset management are subject to satisfactory controls. Members of the Board and executive personnel must notify the Board if they have any significant, direct or indirect, interest in a 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 material transactions between the Group and its shareholders, board members, executive management, or related parties in 2024, other than those disclosed in the Consolidated Financial Statements. The duty and responsibilities of the Board of Directors are defined by applicable law, Zalaris’ Articles of Associations and the authorizations and instructions given by the General Assembly. The Board of Directors discusses all relevant matters related to Zalaris’ activities of significance or of special nature. During 2024, the Board of Directors held 11 board meetings. In accordance with Norwegian Public Limited Companies Act No. 6-13, rules of procedure were adopted on 25 April 2014 to set out more detailed provisions regarding the duties and working procedures of the Board of Directors and CEO of Zalaris ASA.

The Chairman is responsible for ensuring that the Board’s work is performed in an efficient and proper manner and in accordance with applicable law. Rules of Procedure for CEO The Board of Directors is responsible for the appointment of CEO of Zalaris. The Board of Directors also defines instructions, authorizations and conditions for CEO. Audit Committee The audit committee shall have two to four Board members. The committee shall follow the rules in the Norwegian Public Limited Companies Act. Any committee member may be replaced by the Board at any time. The function of the committee is to assist the Board in overseeing the integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements, including CSRD, the independent auditor’s qualifications and independence, and the performance of the Company’s internal accounting function and independent auditor. The committee shall meet as often as it shall determine, but not less frequently than in connection with the interim financial report (four times per year), preparation of the annual report and the annual budget. The committee may request any officer or employee of the

Contents

In brief

Governance

Summary of 2024

Sustainability statements

Financial statements

Shareholder information

APM

17

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. The remuneration committee’s primary responsibilities include:

• Assessing the Group’s compensation and benefits strategy by an annual review of the organization’s overall compensation plan (or practices). This includes monitoring the effectiveness of the design, performance measures and award opportunities offered by the Group’s executive compensation plans.

• Overseeing the CEO’s efforts to identify and develop potential successors for key executive positions.

• Reviewing annually the Board including performance, working methods and practices and the adequacy of its composition. The current members of the remuneration committee are Liselotte Hägertz Engstam (leader) and Adele Norman Pran. Annual Evaluations The Board has conducted an evaluation of its performance and expertise in 2024. 10. Risk Management and Internal Control The Board and the management in Zalaris emphasise the importance of establishing and maintaining routines for internal control and risk management that are appropriate in

relation to the extent and nature of the Company’s 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. Key areas for proper control include: 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. In 2024, the Company introduced Zalaris Academy, a training program designed to ensure that all key employees understand their roles and expectations. The program also ensures that all employees adhere to the same Zalaris standard operating procedures and processes globally. Zalaris Academy will be utilized for onboarding new employees and conducting mandatory annual training for existing employees. 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. 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. 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 and the Group Accounting Manager of the Company. The statutory auditor will also participate in these meeting, or at least for the meetings which covers the interim reports for the second and fourth quarter. The consolidated financial statement is prepared in accordance with IAS/IFRS.

Contents

In brief

Governance

Summary of 2024

Sustainability statements

Financial statements

Shareholder information

APM

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The Board receives a monthly report of the consolidated financial results with comments on deviation to adopted budget numbers for the year per region and business segment. The Company also prepares regular financial forecasts for the current financial year. Any discrepancies are explained and planned actions to reach financial targets and/or budgets are presented to the Board. The Company holds monthly business review meetings with each region to present and discuss their financial performance and key performance indicators in areas such as revenue and margin development, customer deliveries, personnel statistics, sales pipeline, debt collection and risk areas. The purpose of these meetings is to detect risks of variation in any of these areas that can affect financial outcomes compared to the set goals as soon as possible and start taking measures to mitigate potential risks sooner. The regional manager, business unit managers, CEO and CFO are part of these meetings. Customer Satisfaction Zalaris' goal is to help our clients get the most out of their human resources by providing excellent HR processes, and, therefore, customer satisfaction is a priority for Zalaris. The Company undertakes customer satisfaction surveys on a regular basis to have knowledge about customer satisfaction and to collect information about improvement areas

to achieve a high level of customer satisfaction and ensure further profitable growth for Zalaris. The Company has established clear targets for customer satisfaction. 11. Remuneration of the Board The remuneration of the Board is decided by the shareholders at the Company’s annual general meeting. The nomination committee shall propose remuneration to be paid to such members. The level of remuneration of the Board shall reflect the responsibility of the Board, its expertise and the level of activity in both the Board and any Board committees. The remuneration of the Board shall not be linked to the Company’s performance. The Company shall not grant share options to members of the Board. Board members and/or their associated companies shall usually not perform any specific work for the Company besides their roles as Board members. If they do perform such work, they must inform the Board and the Board must approve the compensation for such extra duties. Any remuneration in addition to normal fees to the members of the Board shall be specifically identified in the annual report.

An overview of the remuneration for the Board for 2024 is included in the Remuneration Report to be presented to the annual general meeting in 2025 for an advisory vote. The report will be published on www.zalaris.com. 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 meeting in 2025, and the policy will also be published on www.zalaris.com. The main criteria for setting the salaries and other compensation for the CEO and other executive staff in Zalaris are that salaries should be reasonable and fair, and match the local market conditions, as Zalaris wants to keep and recruit good leaders. Also, Zalaris should offer terms that motivate the executive staff to create value for Zalaris and its shareholders, that foster loyalty to the

Company and align the interests of the executive staff and shareholders. At Zalaris, the performance-based remuneration for executive personnel is at a maximum 40% of the annual fixed salary. The termination period for the CEO is six months. The other members of the Corporate Management Team at Zalaris have termination periods from three to six months. The termination period starts from the last day of the month on which the written notice of termination is given. The CEO is entitled to six months’ severance pay in case of dismissal from the Company, or if terminating at their own will due to a position change resulting in no longer solely managing the Zalaris Group. An overview of the remuneration for Corporate Management for 2024 are included in the Remuneration Report to be presented to the annual general meeting in 2025 for an advisory vote, and the report is also available on www.zalaris.com. 13. Information and Communication The communication policy of Zalaris is based on the approach that objective, detailed and

Contents

In brief

Governance

Summary of 2024

Sustainability statements

Financial statements

Shareholder information

APM

19

relevant information to the market is essential for a proper valuation of the Company’s shares. Thus, the Company has continuous dialogue with analysts and investors. All periodic financial reporting is published according to the adopted guidelines for companies listed on the Oslo Stock Exchange. Zalaris strives at all times to publish all relevant information in a timely, correct, non- discriminatory and efficient manner to the market. All relevant information will be published on the Company’s websites and on the website of the Oslo Stock Exchange. Zalaris shall give all shareholders the same information at the same time. In contact with analysts and investors, the Board of Directors and the management of the Company shall only communicate already published information. The Company has established a communication channel for the shareholders on its website. All published information is available on Zalaris’ website. It is also possible for shareholders to send inquiries through the website. Every quarter, Zalaris shares its financial performance and priorities for the past quarter, as well as its views on the market and any special events that the Company thinks are important for its shareholders, through online presentations. The CEO and the CFO of the Company lead the presentations. The quarterly

reports and the presentations are available on Zalaris’ website. The Board of Director approves the financial calendar for Zalaris annually, which sets the date and time for releasing interim reports, annual financial statements and having the annual general meeting. The financial calendar is posted on Zalaris’ website and on the website of the Oslo Stock Exchange. 14. Take-overs In the event of a takeover process, the Board shall ensure that the Company’s shareholders are treated equally and that the Company’s activities are not unnecessarily interrupted. The Board shall also ensure that the shareholders have sufficient information and time to assess the offer. The Board shall not attempt to prevent or impede the takeover bid unless this has been decided by the general meeting in accordance with applicable laws. The main underlying principles shall be that the Company’s shares shall be kept freely transferable and that the Company shall not establish any mechanisms which can prevent or deter takeover offers unless this has been decided by the general meeting in accordance with applicable law.

If an offer is made for the Company’s shares, the Board shall issue a statement evaluating the offer and making a recommendation as to whether shareholders should or should not accept the offer. If the Board finds itself unable to give a recommendation to the shareholders on whether or not to accept the offer, it should explain the reasons for this. The Board’s statement on a bid shall make it clear whether the views expressed are unanimous, and if this is not the case, it shall explain the reasons why specific members of the Board have excluded themselves from the statement. The Board shall consider whether to arrange a valuation from an independent expert. If any member of the Board, or close associates of such member, or anyone who has recently held a position but has ceased to hold such a position as a member of the Board, is either the bidder or has a particular personal interest in the bid, the Board shall arrange an independent valuation. This shall also apply if the bidder is a major shareholder (as defined in Section 8 herein). Any such valuation should either be enclosed with the Board’s statement or reproduced/referred to in the statement.

15. Auditor Zalaris is audited by EY. Zalaris does not use the auditor for any purposes other than auditing without approval of the Audit Committee. Each year, the auditor presents the audit plan for the Company's audit to the Audit Committee. The auditor participates in the annual board meeting dealing with the annual accounts, accounting principles, assessment of any important accounting estimates and matters of importance on which there has been disagreement between the auditor and the corporate management of the Company. The auditor shall at least once a year present to the Board a review of the Company’s internal control procedures, including identified weaknesses and proposals for improvement. In addition, the Board shall hold a meeting with the auditor at least once a year at which no representative of the corporate management is present.

An overview of the remuneration paid to the auditor is available in the consolidated financial statement note 7.

Contents

In brief

Governance

Summary of 2024

Sustainability statements

Financial statements

Shareholder information

APM

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3.2 Management Team

Corporate Management Team

Hans-Petter Mellerud Chief Executive Officer

Regional Management Team

Sami Seikkula Executive Vice President Northern Europe

Gunnar Manum Chief Financial Officer

Peter Martin Executive Vice President Central Europe

Hilde Karlsmyr Chief Human Resources Officer

Stephen Burr Executive Vice President UK & Ireland

Halvor Leirvåg Chief Technology Officer

Balakrishnan Narayanan Executive Vice President APAC & Chief Sustainability Officer

Øyvind Reiten Executive Vice President Group Commercial and Sales

Mike Ellis Executive Vice President Global Zalaris Consulting

Richard E. Schiørn Executive Vice President Solution & Delivery – Global Managed Services

Contents

In brief

Governance

Summary of 2024

Sustainability statements

Financial statements

Shareholder information

APM

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Net cash flow from financing activities was negative NOK 56.9 million in 2024 compared to positive 18.6 million in 2023. The positive cash flow from finance activities in 2023 was mainly due to the refinancing of the Company’s bond loan, which principal amount was increased from EUR 35 million to EUR 40 million. The board’s view is that Zalaris has sufficient cash to internally finance the Group’s liabilities, investment needs and operations for the next 12 months. Zalaris’ consolidated equity amounted to NOK 260.7 million as of 31 December 2024 compared to NOK 203.0 million at the end of 2023. This corresponds to an equity ratio of 19.8% compared to 18.3% 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 2024 were NOK 1,319.9 million compared to NOK 1,111.5 million at the end of 2023, while total liabilities were NOK 1,059.2 million at the end of 2024 compared to 908.6 million the previous year.

Business segments Zalaris has two business segments: Managed Services (“MS”) and Zalaris Consulting ("ZC") (formerly Professional Services). MS had revenue of NOK 1,002.7 million in 2024 compared to NOK 819.6 million in 2023, an increase of 22.3% compared to the previous year. Measured in constant currency, revenue increased by 20.1% (refer to the APMs section of the annual report for further details). The increase is mainly due to revenue from new customers implemented in 2024, as well as additional recurring revenue from up-sale (new services and/or geographies), and increased volume of additional service, from existing customers. All geographical regions contributed to the growth, with the highest percentage and NOK increase originating from Northern Europe and Germany.

MS revenue per quarter is shown in the figure below.

Q4

22

Revenue by quarter (NOKm)

186.0

228.9

275.3

Q4

23

Q2

23

Q2

24

Q1

23

Q1

24

Q3

23

Q3

24

Q4

24

Operating profit for MS in 2024 was NOK 162.4 million compared to NOK 109.6 million in 2023. The increase is primarily attributed to additional revenue and operational improvements in Germany (Central Europe region), as noted in the Operational Highlights section. ZC had revenue of NOK 290.8 million in 2024 comparted to NOK 291.2 million in 2023, an reduction of 0.1 % compared to the previous year. Measured in constant currency, revenue was 3.3% lower.

ZC revenue per quarter is shown in the figure below.

Q4

22

Revenue by quarter (NOKm)

61.9

75.3

72.7

Q4

23

Q2

23

Q2

24

Q1

23

Q1

24

Q3

23

Q3

24

Q4

24

Operating profit for ZC in 2024 was NOK 21.2 million compared to NOK 30.3 million in 2023. The operating profit for ZC has been affected by increased costs, which were not offset by a corresponding rise in revenue.

In 2022, Zalaris established a new geographical region, covering the Asia- Pacific (APAC) area, with its headquarter in Australia. This new region offers products and services from both MS and ZC. As a greenfield investment, this region is not classified as

Contents

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Governance

Summary of 2024

Sustainability statements

Financial statements

Shareholder information

APM

24

a separate business segment but is reported separately for information purposes until it reaches a sustainable business level. In 2024, APAC generated revenue of NOK 48.2 million, an increase of 135% compared to NOK 20.5 million the previous year. The operating profit was negative NOK 0.2 million, a significant improvement from negative NOK 7.4 million in 2023. 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 trough our PeopleHub platform for payroll and HR services. 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 Group’s technology platform and payroll solution, PeopleHub, and providing this to customers throughout the Zalaris group companies. Zalaris also provides shared services, such as accounting and HR, as well as treasury services to group companies. Total revenue for 2024 was NOK 340.7 million compared to NOK 263.2 million in 2023, which is an increase of 29.4% compared to the previous year. Results from operations was NOK 48.0 million compared to NOK 26.7 million in 2023. Zalaris ASA reported a net profit for the year of NOK 21.5 million compared to NOK 80.7 million for 2023. For 2024, this included dividend received from subsidiaries of NOK 7.5 million compared to NOK 98.8 million last year. Total shareholders’ equity in Zalaris ASA as of 31 December 2024 was NOK 132.0 million compared to NOK 109.4 million at the end of 2023, corresponding to 16.9% of total assets compared to 16.8% at the end of the previous year.

Dividend payment The board of directors will propose a dividend of NOK 0.90 per share for the financial year 2024.

Going concern With reference to the Norwegian Accounting Act No. 4-5, 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.

Financial risks The Group is exposed to various risks and uncertainties of an operational, market and financial character. Internal controls and risk management are an integrated part of all Zalaris’ organisational business processes and of achieving the Company’s strategic and financial objectives. The Board oversees the risk management process and carries out annual reviews of the Group’s most important risk categories and internal control arrangements. The principal financial risk areas are described below, however this is not an exhaustive list of the financial risk areas facing the Group. Further details on the Group’s financial risk and risk management, including the sensitivity analysis required by IFRS, can be found in note 19 in the consolidated financial statements.

The Group has relatively few major customers The Group has a broad customer base, but the majority of revenues come from a relatively low number of major customers. The largest customer and the top five customers represented 7% (8.0%) and 22% (21.0%) respectively of total revenue for 2024. A deterioration of relations with, or the termination of any major contracts by, the Group's major customers could have a material adverse effect on the Group's financial results. However, the churn of customers in Managed Services, which accounts for 75% (2023: 72%) of revenue, has historically been low, averaging 1.5-3% per annum. Contracts typically have a duration of five years and require significant project set-up work and project duration of 6-18 months. In the event of the cancellation of a contract, Zalaris has time to downsize or reallocate its capacity to new customers such that the effects of leaving customers on margins and profitability should be of a temporary nature. Price pressure may impact contract wins and renewals Contracts are awarded and renewed on a competitive bid basis, and price competition is often a key factor in determining which supplier bid is successful. The entrance of lower cost providers may influence the Group's market and lead to further competition that might adversely affect profitability. Some players, either those already active in the

Contents

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Governance

Summary of 2024

Sustainability statements

Financial statements

Shareholder information

APM

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industry or those entering the industry, may also have greater resources than the Group, and the failure to maintain a price competitive service offering could have a material adverse effect on the Group's business, growth prospects, results of operation and financial condition.

The Group is reliant on the SAP HCM platform in addition to other third-party suppliers The Group's core services within Managed Services, which accounted for 75% of the revenue in 2024 (2023: 72%), are based on a platform provided by SAP, the global developer and provider of enterprise resource planning systems to corporates. A potential future deterioration in the relationship with SAP, and/ or the inability or difficulties of implementing third party solutions, may significantly impede the Group's ability to provide its services. Any of the foregoing may have an adverse effect on the Group's ability to attract and retain customers, which in turn may adversely affect the Group's business, results or operations and financial condition. Third-party IT system disruptions may adversely affect the business Third-party suppliers, including SAP, are key to the Group’s business operations; quality issues or supply disruptions may negatively affect the Group and in turn may have an adverse effect on the Group's ability to attract and retain customers and in turn adversely affect the Group's business and profitability.

Risk related to cyber security Businesses around the world are still experiencing an increase in cyberattacks, and the introduction of AI has made these attacks more sophisticated. The Group is increasingly exposed to cyber security related risks through the nature of the services provided, which heavily involves storage of both personnel identifiable and sensitive data, as well as the handling of large amounts of payments to customers' employees. The Group provide monthly payroll services for more than 350,000 external employees. This exposes the Group's IT-systems and personnel as potential targets for threats ranging from insiders misusing legal accesses to external threats like hackers and others trying to exploit the data. If the Group fails to prevent any such disruptions, it could have a material adverse effect on the Group's reputation, business, results of operations and financial condition. As a result of these potential cyber security threats, 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 goal is to prevent threats from converging into actual attacks or exploiting Zalaris’ systems and the customer data contained within them.

Risks related to handling sensitive information, including a potential GDPR breach The Group is handling personnel data for more than 350,000 external employees that may be linked to individual persons, and is required to handle such personnel data in compliance with GDPR. The Group is liable to its customers and regulatory authorities for damages caused by unauthorised disclosure of personal data as well as sensitive and confidential information, and any unauthorised disclosure of any such information may result in significant fines.

Climate risk The Group has assessed whether climate change or efforts to reduce carbon emissions will negatively impact Zalaris' business as a provider of HCM services. The Group does not consider this risk to be material, due to the nature of these services. See the Sustainability Statements section for further analysis of risk factors related to the environment.

Credit risk Zalaris’ customer portfolio consists mainly of large, financially stable companies with high credit ratings; thus, the Company considers the credit risk to be low. The Group invoices customers monthly and continuously monitors outstanding receivables.

Liquidity risk In order to be able finance its operations and mitigate the effects of fluctuations in cash flows, the Group ensures that adequate cash resources (i.e. cash and cash equivalents) are readily available through existing cash balances and/or by entering into financing arrangements. In case of a breach of the terms and conditions of such arrangement a lender may be entitled to cancel the entire or part of the commitment. Furthermore, if, for any reason or at any time, the Company cannot get access to liquidity on commercially acceptable terms and conditions or at all, the business, results of operations and financial condition of the Group may be materially adversely affected.

Cash and cash equivalents were NOK 221.8 million as of 31 December 2024, compared to NOK 135.7 million at the end of 2023. Most of the Group’s debt with interest at year-end is from a bond loan of EUR 40 million (NOK 463.7 million). The bond loan was refinanced during 2023 and matures in March 2028. At the end of 2024, the Group had total interest-bearing debt of NOK 469.2 million compared to NOK 450.7 million at the end of 2023. During 2024 the leverage, measured by dividing the net interest bearing debt (interest bearing debt less cash or cash equivalents) by the earnings before interest, tax, depreciation and amortisation, was reduced from 2.0 as of 31 December 2023 to 1.1 as of 31 December 2024.

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Interest rate risk The Group’s main interest bearing debt is the bond loan described above. The bond loan has a floating interest rate linked to the 3 months EURIBOR. As of 31 December 2024, the Group had an interest coverage ratio (operating profit divided by net interest expenses) of 2.9, compared to 1.7 the previous year (leasing interest excluded). During the last six months the EURIBOR has declined, but any material increase in the reference interest rate may have a material adverse effect on the Group's financial condition.

Currency risk The EUR 40 million bond loan accounts for most of the interest bearing debt of the Group. The Company is therefore exposed to changes in the EUR/NOK exchange rate. This exposure is partly offset by the net assets held in EUR that foreign subsidiaries own, and the net income that these subsidiaries generate. The Group also holds cash deposits in foreign currencies.

The Group receives revenues and incur costs in several currencies. Approximately 82% of the revenue and 76% of the costs in 2024 were in other currencies than NOK. Changes in the relative values of these currencies may adversely affect the Group's results of operations and financial condition.

Other financial risk The Group's insurance coverage may under certain circumstances not protect the Group from all potential losses and liabilities that could result from its operations, particularly in relation to professional misconduct and/ or damages relating to cyber security crimes. The occurrence of a loss or liability against which the Group is not fully insured, could have significant negative impact on the Groups earnings and impair its ability to meet its obligations under its indebtedness. Corporate social responsibility, the environment and employees For information about the work environment, along with an overview of implemented measures relevant to the working environment and including information on injuries, accidents and sick leave rates, disclosed in accordance with the the Norwegian Accounting Act 2-2 (10), see the Own Workforce chapter in the Sustainability Statements section. For information disclosed in accordance with the Norwegian Accounting Act 2-2 (11) on matters relating to the business, hereunder its factor inputs and products, which may result in a not insignificant impact on the external environment, and the environmental impact each aspect of the business has or may

have, as well as measures implemented or planned implemented to prevent or reduce any negative environmental impacts, see the Environmental Information chapter in the Sustainability Statements section.

For sustainability reporting in accordance with the Norwegian Accounting Act 2-3, 2-4 and 2-5 see the Sustainability Statements section prepared according to European Reporting Standards (ESRS). Corporate Governance principles The Board of Directors of Zalaris ASA conducts an annual review of the company's corporate governance. The corporate governance policy of Zalaris is based on, and adheres to, the Norwegian Corporate Governance Code, as detailed in the Corporate Governance chapter Zalaris ASA have purchased and maintain a Directors and Officers Liability Insurance on behalf of the members of the Board of Directors and CEO. The insurance additionally covers any employee acting in a managerial capacity and includes subsidiaries owned with more than 50%. The insurance policy is issued by a reputable, specialised insurer with an appropriate rating. Directors’ & Officers’ Liability Insurance provides financial protection to Zalaris’ directors, officers and any

employees that can incur personal liability for claims made against them in respect of acts committed, or alleged to have been committed, in their capacity as such and as a result of an error, omission or breach of duty. Events after the reporting period No events have occurred after the balance sheet date which have had a material effect on the issued accounts. Outlook Zalaris maintains a strong outlook for future revenue growth, driven by recently secured long-term BPaaS (Business Process as a Service)/SaaS (Software as a Service) contracts within the Managed Services division, along with expansions of existing agreements. Most of these contracts will be fully operational during 2025. Additionally, several Managed Services contracts offer significant potential for volume expansion into new countries or additional services. With a robust pipeline of new opportunities, Zalaris remains well on track to achieve its growth targets. We maintain our guidance of average annual churn of 1.5%- 3% over a cycle, and an average annual growth target of 10%.

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Large scale benefits from revenue growth combined with continued cost optimisation from X-shoring, automation and the use of AI will be the key drivers for continued improved profitability going forward. Key targets for 2025 include further automation of our delivery processes and improved use of our near- and offshore delivery centres in Latvia, Poland and India. Industry and market research reports indicate sustained growth in Zalaris’ key markets for multi-country payroll and HR outsourcing. Zalaris is well-positioned to capitalise on this trend with its competitive technology platform and cost-efficient, skilled workforce. This is exemplified by multi-country contracts with clients such as Yunex Traffic and Innomotics. Additionally, growth will be driven by expanding services for existing customers, including broader geographic coverage, as demonstrated by partnerships with Siemens, Tryg, and Circle K, along with our agreement with a major global retailer. Zalaris has been expanding its geographical coverage both in Europe and the Asia-Pacific region to strengthen its competitive position. Whilst the Company previously established its own subsidiaries in new countries, an important revised expansion strategy has been implemented using in-country partners, deploying Zalaris’ PeopleHub solution. This

secures low risk profitable global geographic expansion, even for low and moderately sized employee volumes. The global macro picture with high inflation, increased interest rates, and fear of recession, have so far not impacted our business negatively.

The strong pipeline of available opportunities indicate that this positive trend will continue.

We are experiencing upward pressure on salaries, and the recruitment of new skilled employees is challenging in some markets. However, most of our long-term contracts within the Managed Services Division have provisions for the annual indexation of salaries, additionally we have established trainee programs, to mitigate this effect. Historically, there has been a growing market interest in outsourcing during periods when companies prioritise operational efficiencies and cost optimisation. The underlying fundamentals remain strong, and Zalaris continues to maintain a robust pipeline of potential new sales across all regions. We recognize that we are entering a period of global uncertainty, with the potential onset of a trade war that could affect the economies of some of our customers. Nevertheless, Zalaris is well-positioned to navigate such challenges. Our business model—built on long-term

agreements and delivering mission-critical services such as payroll and HR—provides essential value to our clients. The corporate social responsibility statement according to Section 3-3c of the Norwegian Accounting Act is incorporated in the sustainability part in chapter 4.3 below.

Oslo, 11 April 2025

This document is signed electronically

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

Hans Petter Mellerud Chief Executive Officer

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4. Sustainability statements

4.1 General information / Disclosures

4.2 Environmental information

4.3 Social information

4.4 Governance information

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Material Sustainability Matter

Metrics Disclosed

Relevance

S2. Workers in the Value Chain

- Fair Wages in the Supply Chain (to be determined in upcoming years)

Monitors working conditions across the value chain and ensures suppliers adhere to ethical Labour standards.

- Labor Rights Compliance in the Supply Chain (to be evaluated in upcoming years)

- Incidents of Corruption/Bribery

- Whistleblower Protection Incidents

S4. Consumer and End-User

- Customer Satisfaction Scores

Make sure that consumer rights are respected, and trust is built with customers.

- Customer Complaint Resolution Time

- Number of Data Breaches

Measures effectiveness of data protection, builds customer trust, and supports regulatory compliance.

- Compliance Rate (GDPR, ISO 27001)

- Employee Training Rate on Data Security

- Product/Service Accessibility

G1. Business Conduct

- Ethics & Compliance Training Participation

Strengthens corporate governance and ethical business practices.

- Anti-Bribery & Corruption Cases

Promotes adherence to compliance regulations.

- Board Diversity & Independence

Enhances transparency and accountability in governance.

- Code of Conduct Violations

Tracks adherence to ethical business standards.

Use of Phase in provisions in Accordance with Appendix C of ESRS 1

This DR is not applicable to Zalaris as a company with over 1134 employees.

4.1.2 Governance

The role of the administrative, management and supervisory bodies [GOV-1]

Zalaris' Board of Directors (the “Board”) consists of 5 members, with three males (60 %) and two females (40 %). There are no employees or other workers represented on the Board. Detailed information on composition, experience, gender composition and independence are presented in the table below. The board of Zalaris comprises 100% independent members, reinforcing its commitment to strong corporate governance practices.

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The Board oversees Zalaris’ sustainability performance, including impacts, risks and opportunities. The Board makes the final decisions on sustainability and approves the ambitions and targets by endorsing

Corporate management team Members

Position

Gender

Experience relevant to Sectors/locations of Zalaris

M

F

Hans-Petter Mellerud

Chief Executive Officer

X

Prior to his founding of Zalaris, he was a partner with Accenture, where he was responsible for business development in the company’s Nordic Outsourcing Unit. Prior to Accenture, Hans-Petter’s leadership positions focused on outsourcing-related business needs and issues as a managing director and consultant with companies in Germany and Switzerland.

Gunnar Manum

Chief Financial Officer

X

He is responsible for group finance and accounting. Manum joined Zalaris in 2020. He has extensive experience as CFO for publicly listed companies and has previously held the position as CFO at Clavis Pharma ASA, Weifa ASA (now Karo Pharma ASA) and Vistin ASA. Prior to that he was a senior advisor at Handelsbanken Capital Markets, Corporate Finance and has been an auditor at PwC.

Hilde Karlsmyr

Chief Human Resources Officer

X

She is responsible for developing and executing human resource strategy in support of the strategic direction of Zalaris. Karlsmyr joined Zalaris in 2018. She has more than 10 years of Executive Human Resource Management experience, last as Chief HR Officer at Steen & Strøm ASA (owned by Klepierre) and before that as HR Director at REMA 1000. Hilde’s experience also includes 10 years as Executive Search consultant with Korn/Ferry International and previous sales and marketing management.

Halvor Leirvåg

Chief Technology Officer

X

He is responsible for Zalaris SAP systems and general IT infrastructure. Leirvåg joined Zalaris in 2006 as a developer in Zalaris Consulting AS. There he has focused mainly on creating system integrations with customer and vendor systems. Leirvåg was responsible for establishing Zalaris integration platform based on SAP PI. He was appointed CTO in 2011. Prior to joining Zalaris, Leirvåg held positions at Hewlett-Packard and the Swedish IT consultancy WM-data, working with SAP administration and support within the Statoil environment in Stavanger.

Øyvind Reiten

Executive Vice President

Group Commercial and Sales

X

He is responsible for business development and related best practices. Reiten joined Zalaris in 2007. Before being appointed Vice President of business development in 2012, he held several positions within product development, key account management and new business and sales. Reiten has extensive experience working with new business opportunities and negotiations across the Nordic and Central Eastern European region, plus key responsibilities associated with managing several major Zalaris accounts brought on board in recent years.

Richard E. Schiørn

Executive Vice President

Solution & Delivery – Global Managed Services

X

He is responsible for growing the Managed Services business globally in Zalaris. Schiørn joined the company in 2015 after nearly 20 years in Accenture with experience from technology, consulting and outsourcing business. In Accenture he held a Managing Director/ Partner position in the business unit Communication, Media and Technology. He has held several leadership positions in Accenture Norway and Nordic with responsible for Client relationships, Sales, Delivery and Digital Account Lead.

Total

6

83%

17%

the sustainability statement. The Audit Committee conducts a thorough review of the sustainability statement before it is approved by the Board.

Table 3. The Corporate Management Team comprises six members, with five males (83 %) and one female (17 %).

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The Corporate Management Team, in cooperation with the Regional Management Team, is responsible for implementing sustainability strategy and executing on the targets related to material impacts, risks and opportunities.

Zalaris is committed to integrating sustainability into its core business practices. For each identified material sustainability topic, a member of the Corporate Management Team and the Chief Sustainability Officer, is tasked with defining its scope, goals and targets, as well as implementing, communicating and assessing performance based on these objectives.

At Zalaris, the Regional Management team in each entity are responsible for overseeing the implementation of the Code of Conduct and other sustainability-related policies, ensuring compliance with data and legal reporting requirements. They work in coordination with the CFO to incorporate sustainability due diligence processes as needed. The CSO supports the integration of relevant sustainability aspects into the company’s overall strategy, prioritizes key sustainability issues, advises the organization on sustainability topics and engages with internal and external stakeholders on these matters.

Zalaris’ administrative, management, and supervisory (AMS) bodies reinforces effective

oversight of sustainability matters by assessing the availability of appropriate skills and expertise within the organization. This oversight includes regular evaluations of the composition and knowledge base of the board members and senior management to ensure alignment with the company’s sustainability objectives, particularly in areas such as climate change, resource efficiency, and social responsibility.

To address any gaps identified in sustainability knowledge, Zalaris takes proactive measures, including providing targeted training, hiring specialists with expertise in sustainability, or engaging external consultants who bring relevant skills to the company. This reinforces that the organization has the right capabilities to address material sustainability impacts, risks, and opportunities.

Integration of Sustainability-Related Skills at Zalaris

At Zalaris, sustainability-related expertise is essential for managing material impacts, risks, and opportunities (IROs). These skills drive strategic decision-making and enhance resilience across operations.

• Climate Change & Environmental Risks: Expertise in climate science, carbon accounting, and energy management helps Zalaris mitigate transition risks (e.g., carbon regulations) and physical risks (e.g., extreme

weather). These skills support emissions reduction, renewable energy adoption, and supply chain risk management.

• Resource Efficiency & Operations: Knowledge of circular economy principles, waste management, and energy efficiency enables Zalaris to optimize resource use, cut emissions, and integrate sustainability into operations.

• Social Responsibility & Human Capital: Skills in human rights, Labour practices, and diversity Reinforces compliance with regulations and enhance employee well- being and supply chain ethics.

• Supply Chain Resilience & Governance: Expertise in procurement, sustainable sourcing, and risk management strengthens supply chain sustainability and regulatory compliance.

• Financial & Regulatory Compliance: Proficiency in financial analysis and

sustainability reporting (e.g., CSRD compliance) reinforces transparent disclosures and regulatory adherence.

• Innovation & Long-Term Strategy: Skills in sustainable product design and emerging technologies position Zalaris to capitalize on trends like renewable energy and the circular economy.

• AMS Oversight & Governance: The administrative, management, and supervisory (AMS) bodies integrate sustainability expertise into leadership, identifying gaps and providing training to align with strategic priorities.

Disclosure of Expertise of Administrative, Management and Supervisory Bodies on Business Conduct Matters (ESRS G1)

Zalaris' administrative, management and supervisory bodies play a key role in ensuring ethical business conduct and regulatory compliance. Their expertise is critical in embedding responsible business practices across the organization.

1. Governance & Oversight

• The Board of Directors and executive leadership oversee business conduct policies, ensuring alignment with corporate governance frameworks, anti-corruption measures and ethical standards.

• Gunnar Manum, as the topic owner for ESRS G1: Business Conduct and brings extensive experience in financial leadership, corporate governance and regulatory compliance. He has a strong background as a CFO for publicly listed companies, with expertise in financial oversight, risk management and business ethics. Before transitioning to executive finance roles, he

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Challenges, Opportunities and Future Outlook

As part of its sustainability journey, Zalaris recognizes key challenges and opportunities:

• Challenges: Adapting to evolving regulatory frameworks, maintaining data security in cloud-based HR solutions and addressing potential ESG risks in outsourced operations.

• Opportunities: Expanding digital service capabilities, integrating AI-driven automation in HR processing and enhancing stakeholder collaboration for sustainable HR practices.

• Future Strategy: By 2026, Zalaris will provide a sector-based revenue breakdown in line with ESRS requirements, further aligning its sustainability reporting with IFRS 8 disclosures. The company will continue to explore sustainable service innovations while ensuring responsible business practices.

By embedding sustainability into its core business model, Zalaris reinforces its role as a trusted partner in the HR and payroll industry, delivering long-term value for clients, investors, employees and society.

Description of Outputs and Outcomes

The outputs of Zalaris’ operations include tailored HR and payroll solutions, digital transformation services and workforce management tools that streamline administrative processes for its customers. These outputs deliver a range of benefits:

• For Customers: Increased efficiency,

reduced administrative burden, enhanced data accuracy and compliance with complex legal and tax regulations across multiple markets.

• For Investors: Consistent financial performance driven by scalable solutions, customer retention and a strong reputation for reliability and innovation.

• For Other Stakeholders: Employees benefit from streamlined HR processes and timely payroll, while communities gain from Zalaris’ commitment to sustainability, diversity and ethical business practices.

The expected outcomes include strengthened customer loyalty, enhanced operational excellence and the creation of long-term value for stakeholders through innovative and sustainable business practices. By aligning its services with stakeholder needs, Zalaris positions itself as a trusted partner in delivering meaningful and measurable results.

Interests and views of stakeholders [SBM-2]

At Zalaris, we recognize the importance of engaging with our stakeholders to align our strategies and operations with their interests and expectations. In accordance with the European Sustainability Reporting Standards (ESRS) directives, we provide the following overview of our stakeholder engagement processes and how they inform our strategy and business model.

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Understanding Stakeholder Interests and Views

Through our engagement activities, we have identified key interests and views of our stakeholders:

• Employees: Desire for a balanced work-life environment, opportunities for professional growth and a supportive workplace culture.

• Clients: Expectation of reliable, innovative and customized HR and payroll solutions that meet their evolving business needs.

• Suppliers and Partners: Interest in transparent communication, fair contracting practices and collaborative growth opportunities.

• Regulatory Bodies: Emphasis on strict adherence to legal standards, data protection and proactive compliance measures.

• Local Communities: Focus on sustainable operations, environmental responsibility and contributions to local development.

Amendments to Strategy and Business Model

In response to stakeholder feedback, Zalaris has implemented the following strategic adjustments:

• Enhanced Employee Support: Introduced flexible work arrangements and

comprehensive wellness programs to promote work-life balance and employee well-being.

• Client-Centric Innovations: Developed advanced performance management solutions that align employee activities with client business strategies, ensuring increased engagement and productivity.

• Sustainable Practices: Committed to locating service centers in areas with a lower cost of living and reduced environmental impact, benefiting both employees and local communities.

These initiatives are part of our ongoing efforts to adapt our strategies in line with stakeholder expectations, with further steps planned to continuously enhance these relationships.

Informing Governance Bodies

Our administrative, management and supervisory bodies are regularly updated on stakeholder views and interests through structured reporting mechanisms. This ensures that stakeholder perspectives are integral to our sustainability-related decisions and overall strategic direction.

By maintaining open channels of communication and actively responding to stakeholder input, Zalaris strives to foster trust, drive innovation and uphold our commitment to sustainable and responsible business practices.

Material impacts, risks and opportunities and how they interact with its strategy and business model [SBM-3]

Zalaris' double materiality assessment identifies and evaluates the material sustainability impacts, risks, and opportunities across environmental, social, and governance dimensions. This assessment forms the foundation for understanding how material impacts arise and influence the company’s strategy and business model. It includes an analysis of both negative and positive impacts on people and the environment, along with the expected time horizons. The assessment concluded that the identified material negative impacts—both actual and potential may be likely to affect people or the environment. Additionally, it examines the nature of activities and business relationships through which Zalaris is involved in material impacts, ensuring transparency and alignment with CSRD and ESRS reporting requirements.

Zalaris has identified five key material topics that shape its sustainability strategy: Climate Change & Environmental Impact (E1), Responsible Business Conduct (G1), Own Workforce (S1), Workers in the Value Chain (S2), and Customers & End Users (S4). These topics are integral to the company’s long-term sustainability goals, addressing greenhouse gas emissions, ethical business practices, employee engagement, data security, and responsible supply chain management. Through this structured approach, Zalaris

ensures that material sustainability issues are effectively managed and integrated into its business operations.

Climate Change (E1)

Zalaris acknowledges the material impacts, risks, and opportunities associated with climate change and energy use. As a digital service provider, the company’s environmental footprint is largely tied to the operation of data centres and office facilities. A key financial opportunity lies in the expansion of Zalaris’ CO₂ tracking application, which allows clients to monitor and reduce emissions— creating a dual benefit of supporting client decarbonisation and generating new revenue streams. However, Zalaris is also exposed to transition and physical risks. Dependence on external data centres introduces vulnerability to potential power outages, which could disrupt payroll services and damage client trust. Additionally, rising energy costs in office facilities may elevate operational expenditures. These IROs are integrated into Zalaris’ business model through the adoption of energy efficiency measures, use of renewable electricity, and resilience strategies to minimise service disruptions. By advancing its low-carbon service portfolio and optimising operational infrastructure, Zalaris both mitigates climate-related risks and captures growth opportunities in the sustainability transition.

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Step 2 - Insights Phase

Zalaris conducted a desktop review to compile a long-list of sustainability topics with the purpose of ensuring that when identifying and assessing impacts and financial effects, both

Value chain analysis

To understand the value chain in which Zalaris operates we have, as a part of the process, listed all activities in the value chain. Zalaris has two different business lines, therefore their value chain has been illustrated separately. For Managed Services, the value chain is concentrated around the daily operations, this includes marketing, sales and product development, transformation projects and operation of services and maintained. For Professional Services the activities are marketing, sales and development, implementation projects and support services. For more details, see the following slide.

Figure 2. Summary of the desktop review conducted to identify sustainability matters in support of the identification and assessment of material impacts and financial materiality.

Regulatory analysis

Together with the new CSRD/ ESRS regulation from EU, a regulatory analysis has been performed to understand which topics will be relevant from a regulatory and reporting aspect. The following relevant reporting frameworks were mapped:

SASB - Soft & IT services

SASB – Professional & Commercial Services

Cybersecurity was one of the topics from SASB that we initially included in the longlist. However, after conducting interviews and internal discussions, we decided to integrate this topic into the categories of consumer and end-users as the sub-topic privacy is closely related to cyber attacks and privacy concerns, hence it is covered sufficiently.

entity-specific and sector specific topics were considered along with the list of sustainability matters presented in ESRS 1 AR16 (covered by the topical standards). The desktop review included an analysis of: Zalaris’ value chain, two relevant reporting frameworks, six of

Peer analysis

The peer analysis includes a desktop analysis of relevant peers and their materiality assessments. The analysis assess methodologies, nature of the assessments (single or double), which stakeholders were engaged with, the objective of the assessment and ultimately which material topics were selected and how these were visualized.

 

The peer analysis is based on the following peers:

SAP

Alight

SDXWorx

ADP

Tietoevry

Accenture

Zalaris’ peers and media coverage regarding the company and industry in relation to sustainability matters, as shown below.

Media analysis

The media analysis provided insight on topics that received attention in the public eye regarding the company and the industry in general. The purpose was to investigate if there were any topics in the media that could indicate company- or sector specific topics that where not covered by the previous steps. However, in our analysis we did not find any relevant media articles that suggested any additional topics.

Long list

The long list was created based on the value chain analysis, regulatory analysis, peer analysis and media analysis together with the list of sustainability matters in ESRS 1 AR 16.

The final long list served as a basis for which topics that were assessed in the impact- and financial impact analysis. During the interviews, the long list was used to gather stakeholders' viewpoints on which topics that were material and less material, and why. This was done in a table format where the topics were divided into a table A (topics deemed material) and table B (topics deemed less material).

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Step 2 & 3 - Value chain

In support of identifying and assessing impacts, risks and opportunities in Zalaris’ value chain to determine their materiality, Zalaris’ value chain was mapped. When mapping Zalaris’ value

Key activities

Business

relationship

Affected

stakeholders

Figure 3. Value chain mapping of Professional Services business line

Geography

Marketing, sales and product development

Upstream

Solution Development (template build)

Go To Market Planning

Demand Generation

Pre-Sales Activities (Demos/RFPs etc.)

Sales Activities

All Zalaris offices/locations with major hubs being UKI, Germany, Poland, Northern Europe, APAC (AU, SG, PH). Offshore location in India/PH.

Subscription Provider (SAP)

3 rd Party Vendors (such as WorkAxle, SpinifexIT, Go1, WalkMe, SF CodeBot).

External Consultants

Vendors

External Consultants

chain and thereon when identifying impacts and financial effects and assessing materiality, consideration was paid to the nature of their activities, business relationships, geographies and possibly affected stakeholders, as illustrated in the Figure below. It is noted that in

Transformation projects

Own operations

Transformation & Implementation Services

Solution Architecture Services

Functional & Technical Consulting

Data Migration Services

Integration (BTPI) Design & Development

BTP/ABAP Program Design & Development

Test Management & execution

Strategic Analysis Consulting

Quality Assurance Audits

Change Management & Training Services

Digital Adoption Execution

All Zalaris offices/locations with major hubs being UKI, Germany, Poland, Northern Europe, APAC (AU, SG, PH). Offshore location in India/PH.

Subscription Provider (SAP)

3 rd Party Vendors (such as WorkAxle, SpinifexIT, Go1, WalkMe, SF CodeBot).

Customers/Clients

Customers (IT/HR/Payroll)

Employees

addition to the activities captured in the Figure, Zalaris has general support activities including Management and Human Resources.

Zalaris’ two business lines within their reporting boundary, Managed Services and Professional Services, were mapped separately. That said,

Operation of services and maintance (AMS)

Downstream

Customer Support & Maintenance

Subscription Management

Governance & Reporting

Health Check & Optimization Services

Release Management Services

Main support hubs (UK, Poland, Latvia, India, Philippines)

Local Zalaris offices (level 3 support)

Subscription Provider (SAP)

3 rd Party Vendors (such as WorkAxle, SpinifexIT, Go1, WalkMe, SF CodeBot).

Customers/Clients

Customers (IT/HR/Payroll)

when identifying impacts and financial risk and opportunities further in the assessment, the value chains were considered together, as the differences in were not considered significant enough to warrant separate processes.

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Key activities

Business

relationship

Affected

stakeholders

Figure 4. Value chain mapping of Managed Services business line

Geography

Marketing, sales and product development

Upstream

Data hosting

Product development

Product planning and management

Vendor management / third party agrement

Norway, Germany (data hosting)

Global countries where Zalaris is not operating (third-party)

Norway (product design)

Riga, India (product development)

Data centers

Vendors/hosting parties/third parties

External partners

Professional services (Zalaris)

Vendors

External Consultants

Transformation projects

Own operations

Implementation and integration

Onboarding

Handover to production and stabilization period

Testing

Project management

Quality assurance

Norway, Sweden, Denmark, Finland, Spain, France, Ireland, UK, Germany, Latvia, Poland, Hungary, India, Singapore, Australia

Global countries where Zalaris is not operating (third-party)

Third parties/hosting parties

Customers

Customers (HR services partner/contract partner)

Employees

Operation of services and maintance (AMS)

Downstream

Customer Support & Maintenance

Governance & Reporting

Norway, Sweden, Denmark, Finland, Spain, France, Ireland, UK, Ger- many, Latvia, Poland, Hungary, India, Singapore, Australia

Global countries where Zalaris is not operating (third-party)

Third parties/hosting parties

Customers

Customers (HR services partner/contract partner) and end-users

Local communities (e.g. Lødingen)

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Shareholder information

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Step 2 & 3 - Stakeholder Engagement

In addition to the consideration of the perspectives of affected stakeholders and users of sustainability statements through the results of the desktop analysis activities; stakeholders were directly engaged with in the double materiality assessment process through interviews and workshops, the participants and processes conducted are summarised in the figures below.

Stakeholders were identified in collaboration with the project team and members of Zalaris’ management team and mapped to

Interviews

We have engaged both internal and external stakeholders on the long list topic (presented in table A and table B, where table A represented topics deemed material, and table B topics deemed less material) as a part of our information gathering process. The purpose of the interviews was to identify impacts, risks and opportunities, and get the different stakeholder's perspectives on how Zalaris has an impact on the different topics and how thay can impact Zalaris. Each internview lasted 30 minutes and was conducted in April 2024.

Figure 5. Summary of stakeholder engagement conducted in Zalaris’ double materiality assessment process.

identify affected stakeholders and users of sustainability statements for Zalaris. Stakeholders were prioritized for engagement based on materiality refers to identifying sustainability issues that significantly impact Zalaris’s operations, financial performance and stakeholders, using criteria such as impact and financial materiality thresholds, stakeholder input and time horizon considerations to guide strategic decision-making. We sought to have a broad, representative and diverse selection.

Stakeholder interviews (internal and external) were used to review the long-list of sustainability matters, to gain more insight

Workshops

After conducting interview, we conducted two internal workshops with the management team that represent diferent departments in Zalaris. The purpose of the first workshop was to identify impacts, while the second workshop focused on identifying financial risks and opportunities.

The workshops was conducted April/May 2024.

into Zalaris’ operational context. Furthermore, the findings from stakeholder engagement informed the establishment of qualitative thresholds for material topics based on stakeholder expectations. This provided insights into actual impacts and potential negative and positive impacts. The results were also used as a safety net to ensure that the results of the double materiality assessment took stakeholder expectations into account.

How the stakeholder dialogue informs the double materiality assessment

Engagement with affected stakeholders is central to the ongoing due dilligence process and sustainability materiality assessment. This includes process to identify and assess actual and potential negative and positive impacts, which inform the assessment process for identifying material impacts for sustainability reporting purposes.

The findings from stakeholder engagement informed the establishment of qualitative thresholds for material tpoics based on stakeholder expectations, providing insights into the potential negative and positive impacts,. The results were also used as safety net to ensure that the results of the double materiality assessment took into account stakeholder expectations.

Figure 6. Summary of stakeholder engagement conducted in Zalaris’ double materiality assessment process.

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Step 3 – Identification and assessment of impacts, risks and opportunities.

Zalaris conducted two internal workshops (as per the above Figure), both of which included members of its management team. One workshop focused on Zalaris’ potential and actual impacts on people and the environment through its activities across its value chain. The other workshop focused-on risks and opportunities that have or may have financial effects on Zalaris.

In the workshops Zalaris identified impacts, risks and opportunities. In doing so, Zalaris considered:

o actual and potential impacts and risks and opportunities that exist or may emerge across its value chain, including as per the mapping above, its own operations, products and services,

o all countries Zalaris is operational in and business relationships and

o insights gained from the desktop review activities and stakeholder engagement.

Additionally, when identifying financial risks and opportunities, Zalaris considered financial effects that may arise from impacts

In the workshops/after the workshops the impacts, risks and opportunities identified were scored, as per the scales described below. All the management team was present during the IRO score and we have arrived at the final scale.

1. Connections Between Impacts, Dependencies, Risks and Opportunities

Zalaris has carefully evaluated the connections between its impacts and dependencies on environmental, social and economic systems and how these give rise to both risks and opportunities. For instance, its greenhouse gas (GHG) emissions contribute to climate change, resulting in reputational and regulatory risks. Similarly, the organization’s reliance on stable climate conditions for operational continuity creates exposure to potential disruptions. In response, opportunities such as transitioning to renewable energy and reducing business travel were identified as proactive measures to mitigate these risks. These interconnections were analyzed through robust stakeholder engagement which is mentioned in the above Step 2 & 3 of the Stakeholder engagement process and scenario planning, which involved mapping dependencies against foreseeable risks and opportunities to ensure a strategic, forward-looking approach.

2. Decision-Making Process and Internal Controls

The decision-making process for materiality determination is guided by IRO-1 (53 d) and incorporates a structured approach to ensure alignment with organizational priorities and regulatory requirements. The process begins with internal validation, where the Double Materiality Assessment (DMA) results are reviewed and approved by management and the Board to ensure strategic alignment. A risk-based approach is employed, integrating insights from risk assessments, stakeholder feedback and benchmarking studies to inform decisions. Robust internal control procedures, including multi-level reviews, validate data accuracy, ensure compliance with the European Sustainability Reporting Standards (ESRS) and guarantee that decisions are evidence-based and reliable.

3. Integration with Risk Management

Zalaris’ processes for identifying, assessing and managing impacts and risks are fully embedded within its overall risk management framework, aligning with IRO-1 (53 e). Sustainability risks, identified through the DMA process, are systematically incorporated into the organization’s risk assessment file, ensuring a comprehensive approach to risk identification and evaluation. These findings play a critical role in shaping Zalaris’ overall

risk profile, providing insights to inform mitigation strategies for climate-related risks and opportunities. Risk control procedures are further reinforced through periodic reviews, ensuring continuous monitoring and adaptation, with accountability clearly defined across departments. This integrated approach allows Zalaris to holistically evaluate its risk profile and align its risk management processes with organizational objectives and sustainability commitments.

4. Integration with Opportunity Management

Zalaris has integrated the process of identifying, assessing and managing sustainability opportunities into its overall management framework to ensure alignment with strategic goals and operational execution. Opportunities identified through the Double Materiality Assessment (DMA), such as adopting renewable energy and expanding digital solutions, are systematically embedded into the company's strategic planning, ensuring that these opportunities are aligned with long-term business objectives. In operational execution, sustainability-related opportunities are incorporated into decision-making processes at all levels, ensuring that they are considered in day-to-day activities and resource allocation. This integration ensures that sustainability is not only a key part of Zalaris' overarching business strategy but also a practical driver for operational improvements,

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creating value for the organization while addressing material sustainability matters. The alignment of sustainability opportunities with both strategic and operational processes reflects our commitment to long-term, responsible growth and sustainable practices across the organization.

5. Input Parameters for Materiality Determinations

The process of identifying, assessing and managing material impacts, risks and opportunities at Zalaris incorporates a variety of input parameters to ensure a comprehensive approach. Quantitative data, including metrics such as emissions data, energy consumption figures and stakeholder feedback, provide essential insights into the environmental and social aspects of the business. In addition to this, qualitative insights are drawn from scenario analysis outcomes and peer benchmarking, which help contextualize risks and opportunities within industry trends and best practices.

Step 3 – Scales and Thresholds

To understand and score the identified impacts, risks and opportunities, Zalaris used the scales provided below.

To assess the materiality of potential and actual impacts on people and the environment the below scales were used, with the support of the also included reference framework (based on OECD’s Due Diligence Guidelines for Responsible Business Conduct) also included below. The scale prioritises impacts and thus which matters are material for reporting, based on severity (based on scale, scope and irremediability) and likelihood. Furthermore, impacts were scored quantitatively for the short-term assessment and qualitatively for the medium and long- term assessment.

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Severity*

Scale

How grave is the impact (for negative impacts) or how beneficial (for positive impacts, measured e.g. through:

Extent of impact on human health (E)

Extent of changes in species composition (E)

Resource use intensity (% use of total available resources) (E)

Degree of waste and chemical generation (tons; % of generation) (E)

Degree of GHG emissions (E)

Extent of impact on workers’ health or safety (S)

Whether a violation concerns a fundamental right at work or access to basic life necessities (S)

Extent of impact on markets, people, and society due to decisions made based on bribery or unethical conduct (G)

Criminal nature of the bribe (G)

1

2

3

* Severity is not an absolute concept; it is context specific and is a function of the three characteristics scale, scope and irremediability. For examples of indicators of scale, scope and irremediable character across adverse impacts, see above. These indicators are illustrative and will vary according to an enterprise’s operating context.

These scales are based on OECD’s Due Diligence Guidelines for Responsible Business Conduct

Scope

How widespread is the impact, measured e.g. through:

Geographic reach of the impact (E)

Number of species impacted (E)

Number of people impacted (S)

% of identifiable groups of people or consumers impacted (S)

Number of workers/ employees or consumers impacted (S)

Extent to which some groups are disproportionately affected by the impact (e.g. minorities, women, etc.) (S)

Frequency of which bribed are paid (G)

Geographic spread of bribery or unethical conduct (G)

Extent of activities linked with bribery or unethical conduct (G)

1

2

3

Irremediability

How easy is it to remedy the impact (NB: Only applicable for negative impacts), measured e.g. through:

Degree to which rehabilitation of the natural site is possible or practicable (E)

The length of time remediation would take (E)

The extent to which the impact can be rectified (e.g., through compensation or restitution) (S)

Whether the people or workers affected can be restored to their exercise of the right in question (S)

Extent of damage to society due to loss of public funds (G)

Extent to which activities undertaken and enabled by bribery will lead to irremediable adverse impacts (G)

1

2

3

Likelihood

The likelihood of the impact occurring

>80% Almost certain

30 – 80% Likely

< 30% Unlikely

Where the impact is actual, likelihood is always 3.

Timeframe

Short (1 year)

Medium (2-5 years)

Long (>5 years)

3

2

1

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Positive potential impact

Positive actual impact

Negative potential impact

Negative actual impact

Figure 7. Impact scale

Scale

Scale

Scale

Scale

Scale: 

1. Low

2. Medium 

3. High

Scope

Scope

Scope

Scope

Scope: 

1. Limited

2. Medium  

3. Global / Total

Irremediability 1)

Irremediability 1)

Irremediability: 

1. Easy to remediate 

2. Difficult to remediate

3. Irreversible 

Likelihood

Likelihood 100% 2)

Likelihood

Likelihood 100% 2)

Likelihood: 

1. Unlikely 

2. Likely

3. Almost certain

Timeframes

Scale for timeframes 

Short: 0 – 1 years

Medium: 2 – 5 years 

Long:  > 5 years

The timeframes are taken from ESRS 1 6.4.

The impacts scored are assessed quantitatively on short term. For medium and long term, the assessment is done qualitatively by commenting on the development over time.

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In the quantitative assessment of risks and opportunities, Zalaris used a scoring system that evaluated the potential financial impact and likelihood of each identified risk and opportunity across different time horizons. The financial magnitude of each risk or opportunity was assessed in terms of its potential effect on Earnings Before Interest and Taxes (EBIT), with percentages assigned to represent the severity

Financial risk / opportunity

Figure 8. Financial risk and opportunity scale

of the impact. For example, a risk with a high likelihood and a significant potential EBIT impact would receive a higher score.

Additionally, the likelihood of each risk or opportunity occurring was considered on a scale, from low to high probability and this factor was combined with the financial magnitude to produce an overall score for each risk or opportunity. These assessments

Financial magnitude

Scale for financial magnitude:

1. Minimal (<5% EBIT-effect)

2. Important (5-20% EBIT-effect)

3. Critical (>20% EBIT-effect)

The financial scale used is in line with practices in Zalaris for the risk assessment, and hence we used EBIT- effect for this assessment. The EBIT- effect was a good indicator to assess how the different risks and opportunities affect Zalaris.

were made for both short-term and long-term horizons, allowing Zalaris to evaluate not only immediate impacts but also future potential risks and opportunities. The quantitative scoring system provided a clear, data-driven approach to prioritize the most significant risks and opportunities, ensuring that Zalaris’s strategy is aligned with both current and future financial objectives.

Likelihood

Scale for likelihood:

1. Unlikely

2. Likely

3. Almost certain

Timeframes

Scale for timeframes 

Short: 0 – 1 years

Medium: 2 – 5 years 

Long:  > 5 years

The timeframes are taken from ESRS 1 6.4.

The financial risk opportunity is scored and assessed quantitatively for all the timeframes.

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Step 4 – Prioritising Material Topics

Based on the scored individual impacts, risks and opportunities the project team assessed the overall materiality of a topic. This was reviewed and endorsed in the validation meeting, which included representatives from Zalaris’ Board and Management Team.

The thresholds to determine which of the identified and now scored, impacts, risks and opportunities were material and therefore which sustainability matters were material for reporting purposes were discussed in the internal workshops and set in the validation meeting.

The thresholds for materiality were set at 6 for impact materiality and 2 for financial materiality, reflecting Zalaris' approach to prioritizing sustainability topics based on their significance. The impact materiality threshold of 6 ensures that only topics with substantial positive or negative impacts on people, the environment, or society are considered material. This threshold was chosen to emphasize a strong focus on significant sustainability impacts that align with stakeholder expectations and broader societal concerns.

The financial materiality threshold of 2 was set to capture topics that pose meaningful risks or opportunities with financial implications for Zalaris, such as revenue, costs, or value

creation potential. This aligns with a risk-based approach similar to financial risk assessments, ensuring consistency in evaluating the financial relevance of sustainability topics.

Figure 9. Thresholds to determine material matters

Financial materiality

The impact and financial materiality is based on the significance for each topic.

9

6

3

Impact materiality

3

4

3

5

2

These thresholds were established to balance a comprehensive evaluation of material topics with a focus on those most critical to Zalaris’ operations and stakeholders, as illustrated in the figure below.

6

Material topics

1

1

2

9

1

4

Enviornmental Topics

1

2

3

4

5

Social Topics

1

2

3

4

Governance Topics

1

Climate Change

Biodiversity and ecosystems

Pollution

Water and marine resources

Resource and circular economy

Own workforce

Workers in the value chain

Affected communities

Consumers and end-users

Business conduct

3

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Results from the double materiality assessment on subtopic level

The sub-topics below are the ones that exceeded the threshold and are considered material.

ESRS

Topic

Sub-topic

Impact materiality

Financial materiality

Upstream

Own business

Downstream

Risk

Opportunity

E1

Climate change

Climate change mitigation

X

X

Energy

X

X

S1

Own workforce

Working conditions

X

X

X

Equal opportunities for all

X

S2

Workers in the value chain

Working conditions

X

X

X

S4

Consumers and end-users

Information related-impacts for consumers and end-users

X

X

G1

Business conduct

Corruption and bribery

X

X

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Double Materiality Assessment (DMA) process going forward

This year marked Zalaris' first Double Materiality Assessment (DMA), transitioning from a single materiality assessment previously conducted in alignment with GRI standards. The DMA process was meticulously structured to ensure that all decisions influencing the determination of material sustainability matters were based on robust foundations. This included thorough consideration of stakeholder input, industry expertise and alignment with regulatory requirements. Each step of the process was validated by Zalaris’ management team and Board of Directors, ensuring strategic alignment and accountability. Going forward, Zalaris aims to refine the DMA process further, incorporating lessons learned to enhance the accuracy and relevance of sustainability disclosures while maintaining transparency and stakeholder engagement.

Zalaris is dedicated to continuously enhancing its Double Materiality Assessment (DMA) process by refining its data sources, broadening stakeholder engagement and expanding scenario analysis. By leveraging more robust data, the company aims to improve the accuracy of impact and dependency assessments, ensuring that the material risks and opportunities

identified are based on comprehensive and reliable information. Additionally, Zalaris is committed to engaging a wider range of stakeholders to capture emerging risks and opportunities, ensuring that its assessments remain responsive to evolving trends and expectations. The company is also exploring additional scenarios to evaluate risks and opportunities under a variety of future conditions, further enhancing the robustness of its strategic planning. This integrated approach ensures that Zalaris identifies, assesses and discloses material risks and opportunities in full compliance with IRO 1, Paragraph 53, supporting transparency, accountability and effective decision-making in its sustainability efforts.

As part of our commitment to transparency and in line with the requirements of ESRS 1, paragraph 29, Zalaris will provides the disclosures Climate Change Disclosures (ESRS E1, Paragraphs 20 and 21) (Omission) in the upcoming year.

Disclosure requirements in ESRS covered by Zalaris’ sustainability statement [IRO-2]

Zalaris’ sustainability statement adheres to the European Sustainability Reporting Standards (ESRS), addressing the Disclosure Requirements (DRs) relevant to the company’s identified material impacts, risks and opportunities (IROs). These DRs are disclosed

comprehensively throughout the statement, ensuring transparency and compliance with regulatory requirements.

Overview of Disclosure Requirements

This report includes all applicable ESRS DRs, covering environmental, social and governance topics assessed to be material. A detailed list of the DRs and their corresponding sections in this report is provided in the Content Index for ease of reference.

Materiality Determination Process

Zalaris has implemented a structured materiality determination process in compliance with ESRS 1, Section 3.2, which encompasses both impact and financial materiality. The process begins with the identification of sustainability topics that significantly affect people, the environment and the company’s broader ecosystem, addressing impact materiality. Financial materiality is then assessed by evaluating how sustainability matters may influence Zalaris’ financial performance and enterprise value. The process incorporates both quantitative and qualitative thresholds to determine materiality, ensuring that the analysis is comprehensive and robust. In line with ESRS 1 Paragraph 31, Zalaris conducts a dual assessment of impacts and financial relevance, while also considering the severity, scale and potential influence on stakeholders or the company’s

financial outcomes as outlined in Paragraph 34. Furthermore, the process applies sector- specific benchmarks and global sustainability standards, as required by ESRS 1 Paragraph 36, to ensure that the materiality assessment reflects both industry-specific considerations and broader sustainability expectations.

Key ESRS Disclosure Requirements Covered Selection of datapoints is based on the DMA:

Climate Change Mitigation (ESRS E1): Targets, metrics and actions for reducing greenhouse gas emissions across Scope 1, 2 and 3 categories, including Zalaris' commitment to achieving Net Zero by 2040.

Own Workforce (ESRS S1): Policies, actions and monitoring related to labor rights, diversity, inclusion and employee well-being, aligned with UN Guiding Principles on Business and Human Rights.

Workers in the Value Chain (ESRS S2): Assessment and management of material impacts, risks and opportunities for workers in the upstream and downstream value chain, including policies to ensure ethical practices and mitigate human rights risks.

Consumers and End-Users (ESRS S4): Privacy, data security and quality information impacts on customers and end-users, including mitigation of risks such as data breaches.

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ESRS

DR

Name of DR

Page

ESRS S1

S1-10

Adequate wages

ESRS S1

S1-11

Social protection

ESRS S1

S1-12

Persons with disabilities

ESRS S1

S1-13

Training and skills development metrics

ESRS S1

S1-14

Health and safety metrics

ESRS S1

S1-15

Work-life balance metrics

ESRS S1

S1-16

Remuneration metrics (pay gap and total compensation)

ESRS S1

S1-17

Incidents, complaints and severe human rights impacts

ESRS S2

S2-1

Policies related to workers in the value chain

ESRS S2

S2-2

Processes for engaging with value chain workers about impacts

ESRS S2

S2-3

Processes to Remediate Negative Impacts and Channels for Value Chain Workers to Raise Concerns

ESRS S2

S2-4

Taking action on material impacts on value chain workers and approaches to managing material risks and pursuing material opportunities related to value chain workers and effectiveness of those actions

ESRS S2

S2-5

Targets related to managing material negative impacts, advancing positive impacts and managing material risks and opportunities

ESRS S4

S4-1

Policies related to workers in the value chain

ESRS S4

S4-2

Processes for engaging with consumers and end-users about impacts

ESRS S4

S4-3

Process to remediate negative impacts and channels for consumers and end-users to raise concerns

ESRS S4

S4-4

Taking action on material impacts on consumers and end-users and approaches to managing material risks and opportunities related to consumers and end-users and effectiveness of those actions

ESRS S4

S4-5

Targets related to managing material negative impacts, advancing positive impacts and managing material risks and opportunities

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ESRS

DR

Name of DR

Page

Governance information

ESRS G1

G1-1

Business conduct policies and corporate culture

ESRS G1

G1-2

Management of relationships with suppliers

ESRS G1

G1-3

Prevention and detection of corruption and bribery

ESRS G1

G1-4

Incidents of corruption or bribery

ESRS G1

G1-6

Payment practices

Summary of ESRS datapoints that derive from other EU legislation and their materiality [ESRS 1, paragraph 35]

Table 8

Disclosure Requirement and related datapoint

Reference

Materiality (material / not material)

Page

ESRS 2 GOV-1 Board's gender diversity paragraph 21 (d)

SFRD: Indicator number 13 of Table #1 of Annex 1 Pillar 3: EU's Capital Requirements Directive IV (CRD IV) Benchmark Regulation: Commission Delegated Regulation (EU) 2020/1816 (5), Annex II

Material

ESRS 2 GOV-1 Percentage of board members who are independent paragraph 21 (e)

SFRD: Indicator 13 in Table 1 of Annex I of the SFDR, as specified in Commission Delegated Regulation (EU) 2020/1816 Pillar 3: The Capital Requirements Directive IV (CRD IV) Benchmark Regulation: Delegated Regulation (EU) 2020/1816, Annex II

Material

ESRS 2 GOV-4 Statement on due diligence paragraph 30

SFRD: Indicator number 10 Table #3 of Annex 1

Material

ESRS 2 SBM-1 Involvement in activities related to fossil fuel activities paragraph 40 (d) i

SFRD: Indicators number 4 Table #1 of Annex 1 Pillar 3: Article 449a Regulation (EU) No 575/2013;Commission Implementing Regulation (EU) 2022/2453 (6)Table 1: Qualitative information on Environmental risk and Table 2: Qualitative information on social risk Benchmark Regulation: Delegated Regulation (EU) 2020/1816, Annex II

Not material

-

ESRS 2 SBM-1 Involvement in activities related to chemical production paragraph 40 (d) ii

SFRD: Indicator number 9 Table #2 of Annex 1 Benchmark Regulation: Delegated Regulation (EU) 2020/1816, Annex II

Not material

-

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Disclosure Requirement and related datapoint

Reference

Materiality (material / not material)

Page

ESRS 2 SBM-1 Involvement in activities related to controversial weapons paragraph 40 (d) iii

SFRD: Indicator number 14 Table #1 of Annex 1 Benchmark Regulation: Delegated Regulation (EU) 2020/1818 (7), Article 12(1) Delegated Regulation (EU) 2020/1816, Annex II

Not material

-

ESRS 2 SBM-1 Involvement in activities related to cultivation and production of tobacco paragraph 40 (d) iv

Benchmark Regulation: Delegated Regulation (EU) 2020/1818, Article 12(1) Delegated Regulation (EU) 2020/1816, Annex II

Not material

-

ESRS E1-1 Transition plan to reach climate neutrality by 2050 paragraph 14

EU Climate Law: Regulation (EU) 2021/1119, Article 2(1)

Material

ESRS E1-1 Undertakings excluded from Paris-aligned Benchmarks paragraph 16 (g)

Pillar 3: Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 Template 1: Banking Book-Climate Change transition risk: Credit quality of exposures by sector, emissions and residual maturity Benchmark Regulation: Delegated Regulation (EU) 2020/1818, Article12.1 (d) to (g) and Article 12.2

Material

ESRS E1-4 GHG emission reduction targets paragraph 34

SFRD: Indicator number 4 Table #2 of Annex 1 Pillar 3: Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 Template 3: Banking book – Climate change transition risk: alignment metrics Benchmark Regulation: Delegated Regulation (EU) 2020/1818, Article 6

Material

ESRS E1-5 Energy consumption from fossil sources disaggregated by sources (only high climate impact sectors) paragraph 38

SFRD: Indicator number 5 Table #1 and Indicator n. 5 Table #2 of Annex 1

Material

ESRS E1-5 Energy consumption and mix paragraph 37

SFRD: Indicator number 5 Table #1 of Annex 1

Material

ESRS E1-5 Energy intensity associated with activities in high climate impact sectors paragraphs 40 to 43

SFRD: Indicator number 6 Table #1 of Annex 1

Not material

-

ESRS E1-6 Gross Scope 1, 2, 3 and Total GHG emissions paragraph 44

SFRD: Indicators number 1 and 2 Table #1 of Annex 1 Pillar 3: Article 449a; Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 Template 1: Banking book – Climate change transition risk: Credit quality of exposures by sector, emissions and residual maturity Benchmark Regulation: Delegated Regulation (EU) 2020/1818, Article 5(1), 6 and 8(1)

Material

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Disclosure Requirement and related datapoint

Reference

Materiality (material / not material)

Page

ESRS E1-6 Gross GHG emissions intensity paragraphs 53 to 55

SFRD: Indicators number 3 Table #1 of Annex 1 Pillar 3: Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 Template 3: Banking book – Climate change transition risk: alignment metrics Benchmark Regulation: Delegated Regulation (EU) 2020/1818, Article 8(1)

Not Material

ESRS E1-7 GHG removals and carbon credits paragraph 56

EU Climate Law: Regulation (EU) 2021/1119, Article 2(1)

Not material

-

ESRS E1-9 Exposure of the benchmark portfolio to climate- related physical risks paragraph 66

Benchmark Regulation: Delegated Regulation (EU) 2020/1818, Annex II Delegated Regulation (EU) 2020/1816, Annex II

Not material

-

ESRS E1-9 Disaggregation of monetary amounts by acute and chronic physical risk paragraph 66 (a) ESRS E1-9 Location of significant assets at material physical risk paragraph 66 (c).

Pillar 3: Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 paragraphs 46 and 47; Template 5: Banking book - Climate change physical risk: Exposures subject to physical risk.

Not material

-

ESRS E1-9 Breakdown of the carrying value of its real estate assets by energy-efficiency classes paragraph 67 (c).

Pillar 3: Article 449a Regulation (EU) No 575/2013; Commission Implementing Regulation (EU) 2022/2453 paragraph 34; Template 2: Banking book -Climate change transition risk: Loans collateralised by immovable property - Energy efficiency of the collateral

Not material

-

ESRS E1-9 Degree of exposure of the portfolio to climate- related opportunities paragraph 69

Benchmark Regulation: Delegated Regulation (EU) 2020/1818, Annex II

Not material

-

ESRS E2-4 Amount of each pollutant listed in Annex II of the E-PRTR Regulation (European Pollutant Release and Transfer Register) emitted to air, water and soil, paragraph 28

SFRD: Indicator number 8 Table #1 of Annex 1 Indicator number 2 Table #2 of Annex 1 Indicator number 1 Table #2 of Annex 1 Indicator number 3 Table #2 of Annex 1

Not material

-

ESRS E3-1 Water and marine resources paragraph 9

SFRD: Indicator number 7 Table #2 of Annex 1

Not material

-

ESRS E3-1 Dedicated policy paragraph 13

SFRD: Indicator number 8 Table 2 of Annex 1

Not material

-

ESRS E3-1 Sustainable oceans and seas paragraph 14

SFRD: Indicator number 12 Table #2 of Annex 1

Not material

-

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Disclosure Requirement and related datapoint

Reference

Materiality (material / not material)

Page

ESRS E3-4 Total water recycled and reused paragraph 28 (c)

SFRD: Indicator number 6.2 Table #2 of Annex 1

Not material

-

ESRS E3-4 Total water consumption in m3 per net revenue on own operations paragraph 29

SFRD: Indicator number 6.1 Table #2 of Annex 1

Not material

-

ESRS 2- SBM 3 - E4 paragraph 16 (a) i 

SFRD: Indicator number 7 Table #1 of Annex 1

Not Material

-

ESRS 2- SBM 3 - E4 paragraph 16 (b) 

SFRD: Indicator number 10 Table #2 of Annex 1

Not Material

-

ESRS 2- SBM 3 - E4 Paragraph 16 (c) 

SFRD: Indicator number 14 Table #2 of Annex 1

Not Material

-

ESRS E4-2 Sustainable land / agriculture practices or policies paragraph 24 (b)

SFRD: Indicator number 11 Table #2 of Annex 1

Not material

-

ESRS E4-2 Sustainable oceans / seas practices or policies paragraph 24 (c)

SFRD: Indicator number 12 Table #2 of Annex 1

Not material

-

ESRS E4-2 Policies to address deforestation paragraph 24 (d)

SFRD: Indicator number 15 Table #2 of Annex 1

Not material

-

ESRS E5-5 Non-recycled waste paragraph 37 (d)

SFRD: Indicator number 13 Table #2 of Annex 1

Not material

-

ESRS E5-5 Hazardous waste and radioactive waste paragraph 39

SFRD: Indicator number 9 Table #1 of Annex 1

Not material

-

ESRS 2- SBM3 - S1 Risk of incidents of forced labour paragraph 14 (f)

SFRD: Indicator number 13 Table #3 of Annex I

Material

ESRS 2- SBM3 - S1 Risk of incidents of child labour paragraph 14 (g)

SFRD: Indicator number 12 Table #3 of Annex I

Material

ESRS S1-1 Human rights policy commitments paragraph 20

SFRD: Indicator number 9 Table #3 and Indicator number 11 Table #1 of Annex I

Material

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Sustainability statements

Financial statements

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Disclosure Requirement and related datapoint

Reference

Materiality (material / not material)

Page

ESRS S1-1 Due diligence policies on issues addressed by the fundamental International Labour Organisation Conventions 1 to 8, paragraph 21

Benchmark Regulation: Delegated Regulation (EU) 2020/1816, Annex II

Material

ESRS S1-1 processes and measures for preventing trafficking in human beings paragraph 22

SFRD: Indicator number 11 Table #3 of Annex I

Material

ESRS S1-1 workplace accident prevention policy or management system paragraph 23

SFRD: Indicator number 1 Table #3 of Annex I

Material

ESRS S1-3 grievance/complaints handling mechanisms paragraph 32 (c)

SFRD: Indicator number 5 Table #3 of Annex I

Material

ESRS S1-14 Number of fatalities and number and rate of work-related accidents paragraph 88 (b) and (c)

SFRD: : Indicator number 2 Table #3 of Annex I Benchmark Regulation: Delegated Regulation (EU) 2020/1816, Annex II

Material

ESRS S1-14 Number of days lost to injuries, accidents, fatalities or illness paragraph 88 (e)

SFRD: Indicator number 3 Table #3 of Annex I

Material

ESRS S1-16 Unadjusted gender pay gap paragraph 97 (a)

SFRD: Indicator number 12 Table #1 of Annex I Benchmark Regulation: Delegated Regulation (EU) 2020/1816, Annex II

Material

ESRS S1-16 Excessive CEO pay ratio paragraph 97 (b)

SFRD: Indicator number 8 Table #3 of Annex I

Material

ESRS S1-17 Incidents of discrimination paragraph 103 (a)

SFRD: Indicator number 7 Table #3 of Annex I

Material

ESRS S1-17 Non-respect of UNGPs on Business and Human Rights and OECD Guidelines paragraph 104 (a)

SFRD: Indicator number 10 Table #1 and Indicator n. 14 Table #3 of Annex I Benchmark Regulation: Delegated Regulation (EU) 2020/1816, Annex II Delegated Regulation (EU) 2020/1818 Art 12 (1)

Not Material

-

ESRS 2- SBM3 – S2 Significant risk of child labour or forced labour in the value chain paragraph 11 (b)

SFRD: Indicators number 12 and n. 13 Table #3 of Annex I

Material

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Sustainability statements

Financial statements

Shareholder information

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Disclosure Requirement and related datapoint

Reference

Materiality (material / not material)

Page

ESRS S2-1 Human rights policy commitments paragraph 17

SFRD: Indicator number 9 Table #3 and Indicator n. 11 Table #1 of Annex 1

Material

ESRS S2-1 Policies related to value chain workers paragraph 18

SFRD: Indicator number 11 and n. 4 Table #3 of Annex 1

Material

ESRS S2-1Non-respect of UNGPs on Business and Human Rights principles and OECD guidelines paragraph 19

SFRD: Indicator number 10 Table #1 of Annex 1 Benchmark Regulation: Delegated Regulation (EU) 2020/1816, Annex II Delegated Regulation (EU) 2020/1818, Art 12 (1)

Not Material

-

ESRS S2-1 Due diligence policies on issues addressed by the fundamental International Labour Organisation Conventions 1 to 8, paragraph 19

Benchmark Regulation: Delegated Regulation (EU) 2020/1816, Annex II

Material

ESRS S2-4 Human rights issues and incidents connected to its upstream and downstream value chain paragraph 36

SFRD: Indicator number 14 Table #3 of Annex 1

Material

ESRS S3-1 Human rights policy commitments paragraph 16

SFRD: Indicator number 9 Table #3 of Annex 1 and Indicator number 11 Table #1 of Annex 1

Not material

-

ESRS S3-1 non-respect of UNGPs on Business and Human Rights, ILO principles or OECD guidelines paragraph 17

SFRD: Indicator number 10 Table #1 Annex 1 Benchmark Regulation: Delegated Regulation (EU) 2020/1816, Annex II Delegated Regulation (EU) 2020/1818, Art 12 (1)

Not material

-

ESRS S3-4 Human rights issues and incidents paragraph 36

SFRD: Indicator number 14 Table #3 of Annex 1

Not material

-

ESRS S4-1 Policies related to consumers and end- users paragraph 16

SFRD: Indicator number 9 Table #3 and Indicator number 11 Table #1 of Annex 1

Material

ESRS S4-1 Non-respect of UNGPs on Business and Human Rights and OECD guidelines paragraph 17

SFRD: Indicator number 10 Table #1 of Annex 1 Benchmark Regulation: Delegated Regulation (EU) 2020/1816, Annex II Delegated Regulation (EU) 2020/1818, Art 12 (1)

Material

ESRS S4-4 Human rights issues and incidents paragraph 35

SFRD: Indicator number 14 Table #3 of Annex 1

Material

ESRS G1-1 United Nations Convention against Corruption paragraph 10 (b)

SFRD: Indicator number 15 Table #3 of Annex 1

Not Material

-

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Summary of 2024

Sustainability statements

Financial statements

Shareholder information

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Disclosure Requirement and related datapoint

Reference

Materiality (material / not material)

Page

ESRS G1-1 Protection of whistle- blowers paragraph 10 (d)

SFRD: Indicator number 6 Table #3 of Annex 1

Material

ESRS G1-4 Fines for violation of anti-corruption and anti- bribery laws paragraph 24 (a)

SFRD: Indicator number 17 Table #3 of Annex 1 Benchmark Regulation: Delegated Regulation (EU) 2020/1816, Annex II)

Material

ESRS G1-4 Standards of anti- corruption and anti- bribery paragraph 24 (b)

SFRD: Indicator number 16 Table #3 of Annex 1

Material

(1)    Regulation (EU) 2019/2088 of the European Parliament and of the Council of 27 November 2019 on sustainability-related disclosures in the financial services sector (Sustainable Finance Disclosures Regulation) (OJ L 317, 9.12.2019, p. 1).

(2)   Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending Regulation (EU) No 648/2012 (Capital Requirements Regulation ‘CRR’) (OJ L 176, 27.6.2013, p. 1).

(3)   Regulation (EU) 2016/1011 of the European Parliament and of the Council of 8 June 2016 on indices used as benchmarks in financial instruments and financial contracts or to measure the performance of investment funds and amending Directives 2008/48/EC and 2014/17/EU and Regulation (EU) No 596/2014 (OJ L 171, 29.6.2016, p. 1).

(4)   Regulation (EU) 2021/1119 of the European Parliament and of the Council of 30 June 2021 establishing the framework for achieving climate neutrality and amending Regulations (EC) No 401/2009 and (EU) 2018/1999

(‘European Climate Law’) (OJ L 243, 9.7.2021, p. 1).

(5)   Commission Delegated Regulation (EU) 2020/1816 of 17 July 2020 supplementing Regulation (EU) 2016/1011 of the European Parliament and of the Council as regards the explanation in the benchmark statement of how environmental, social and governance factors are reflected in each benchmark provided and published (OJ L 406, 3.12.2020, p. 1).

(6)   Commission Implementing Regulation (EU) 2022/2453 of 30 November 2022 amending the implementing technical standards laid down in Implementing Regulation (EU) 2021/637 as regards the disclosure of environmental, social and governance risks (OJ L 324,19.12.2022, p.1.).

(7) Commission Delegated Regulation (EU) 2020/1818 of 17 July 2020 supplementing Regulation (EU) 2016/1011 of the European Parliament and of the Council as regards minimum standards for EU Climate Transition Benchmarks and EU Paris-aligned Benchmarks (OJ L 406, 3.12.2020, p. 17).

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Zalaris policy

Table 9. Consolidated List of Zalaris’ policies referenced within this Sustainability Statement

Policies / Access

Page

Information Security Policy

zalaris.com/about-zalaris

Code of Conduct in Zalaris

https://zalaris.com/about-zalaris/zalaris-quality-policy/

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Financial statements

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4.2 Environmental information

4.2.1 EU Taxonomy [Article 8 of Regulation (EU) 2020/852 (Taxonomy Regulation)]

This section presents Zalaris’ reporting on economic activities and related key performance indicators (KPIs) in accordance with the EU Taxonomy Regulation 2020/852 and delegated acts. As a large Public Interest Entity (PIE) with more than 1,000 employees, Zalaris is subject to the reporting requirements under the Non-Financial Reporting Directive (NFRD) and its successor, the Corporate Sustainability Reporting Directive (CSRD).

4.2.1 EU Taxonomy

4.2.2 Climate Change

Consequently, Zalaris must disclose the extent to which its business activities align with the environmental criteria set out in the EU Taxonomy.

As a non-financial company, Zalaris reports on its revenue (turnover), capital expenditures (CapEx) and operating expenses (OpEx) that are linked to Taxonomy-eligible and or -aligned activities, ensuring compliance with the Taxonomy Regulation.

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72

Eligibility & alignment disclosure for turnover, CapEx & OpEx

Environmental objective

Taxonomy-Aligned turnover per Objective (%)

Taxonomy-Eligible turnover per Objective (%)

CCM (Climate Change Mitigation)

0%

4.5%

CCA (Climate Change Adaptation)

0%

0%

WTR (Water & Marine Resources)

0%

0%

CE (Circular Economy)

0%

0%

PPC (Pollution Prevention & Control)

0%

0%

BIO (Biodiversity & Ecosystems)

0%

0%

Environmental objective

Taxonomy-Aligned OpEx per Objective (%)

Taxonomy-Eligible Opex per Objective (%)

CCM (Climate Change Mitigation)

0%

8.8%

CCA (Climate Change Adaptation)

0%

0%

WTR (Water & Marine Resources)

0%

0%

CE (Circular Economy)

0%

0%

PPC (Pollution Prevention & Control)

0%

0%

BIO (Biodiversity & Ecosystems)

0%

0%

Environmental objective

Taxonomy-Aligned CapEx per Objective (%)

Taxonomy-Eligible CapEx per Objective (%)

CCM (Climate Change Mitigation)

0%

0%

CCA (Climate Change Adaptation)

0%

0%

WTR (Water & Marine Resources)

0%

0%

CE (Circular Economy)

0%

0%

PPC (Pollution Prevention & Control)

0%

0%

BIO (Biodiversity & Ecosystems)

0%

0%

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Reporting for 2024

Zalaris’ financial statements for 2024 have been prepared in accordance with IFRS standards as adopted by the EU. The financial data used to allocate turnover, CapEx, and OpEx has been derived from these statements, ensuring the elimination of double counting.

• Turnover : The calculation of taxonomy-eligible turnover is based on Client Margin 28.1% as the reference point. This margin is applied to invoices from data centre operators, as Zalaris does not charge clients separately for hosting services.

The client margin is determined using the following methodology:

o Client Margin = Revenue – Cost

o Client Margin Percentage = (Client Margin / Revenue) × 100 Please refer to the financials for the note 2 on page number 126 .

• CapEx : Due to reliance on third-party data centers, Zalaris incurs no CapEx related to taxonomy-eligible activities. Please refer to the financials for the note 8,9, 10 on Page number 135 -138.

• OpEx : The allocation of taxonomy-eligible OpEx is based on the overall operating expenses. In Opex taxonomy calculation we have not included employee expenses and long-term leasing. All other direct operating expenses have been considered for eligibility criteria.

Future reports will continue to document the company’s engagement efforts, including further steps towards alignment with EU Taxonomy criteria.

Minimum safeguards

An in-depth assessment of compliance with the Minimum Safeguards to assess taxonomy- alignment has not been evaluated in detail for 2024, due to Zalaris’ economic activity not meeting the alignment criteria for substantial contribution

Zalaris EU taxonomy results

For detailed information on the proportion of turnover from products or services associated with taxonomy-aligned & taxonomy-eligible economic activities, as well as CapEx and OpEx disclosures for the year 2024 is shown in the tables below.

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KPI turnover

Proportion of turnover from products or services associated with Taxonomy- aligned economic activities – disclosure covering year 2024

Financial Year 2024

2024

Substantial Contribution Criteria

DNSH criteria (Does Not Significantly Harm)

Economic Activities (1)

Code (2)

Turnover (3)

Proportion of Turnover, 2024 (4)

Climate Change Mitigation (5)

Climate Change Adaptation (6)

Water (7)

Pollution (8)

Circular Economy (9)

Biodiversity (10)

Climate Change Mitigation (11)

Climate Change Adaptation (12)

Water (13)

Pollution (14)

Circular Economy (15)

Biodiversity (16)

Minimum Safeguards (17)

Proportion of Taxonomy aligned (A.1.) or eligible (A.2.) Turnover, 2023 (18)

Category enabling activity (19)

Category transitional activity (20)

NOK million

%

Y; N; N/EL

Y; N; N/EL

Y; N; N/EL

Y; N; N/EL

Y; N; N/EL

Y; N; N/EL

Y/N

Y/N

Y/N

Y/N

Y/N

Y/N

Y/N

%

E

T

A. TAXONOMY-ELIGIBLE ACTIVITIES

A.1 Environmentally sustainable activities (Taxonomy-aligned)

Data processing, hosting and related activities

CCM 8.1/CCA 8.1

0,0

0,0 %

n/a

Turnover of environmentally sustainable activities (Taxonomy-aligned) (A.1)

0,0

0,0 %

n/a

Of which Enabling

0,0

0,0 %

n/a

Of which Transitional

0,0

0,0 %

n/a

A.2 Taxonomy Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)

EL; N/EL

EL; N/EL

EL; N/EL

EL; N/EL

EL; N/EL

EL; N/EL

Data processing, hosting and related activities

CCM 8.1/CCA 8.1

60,7

4,5 %

EL

N/EL

N/EL

N/EL

N/EL

N/EL

4,10 %

Turnover of Taxonomy eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2)

60,7

4,5 %

4,10 %

A. Turnover of Taxonomy eligible activities (A.1+A.2)

60,7

4,5 %

4,10 %

B. TAXONOMY NON-ELIGIBLE ACTIVITIES

Turnover of Taxonomy non-eligible activities

1 285,6

95,5 %

TOTAL

1 346,3

100,0 %

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KPI CapEx

Proportion of CapEx from products or services associated with Taxonomy- aligned economic activities – disclosure covering year 2024

Financial Year 2024

2024

Substantial Contribution Criteria

DNSH criteria (Does Not Significantly Harm)

Economic Activities (1)

Code (2)

CapEx (3)

Proportion of CapEx, 2024 (4)

Climate Change Mitigation (5)

Climate Change Adaptation (6)

Water (7)

Pollution (8)

Circular Economy (9)

Biodiversity (10)

Climate Change Mitigation (11)

Climate Change Adaptation (12)

Water (13)

Pollution (14)

Circular Economy (15)

Biodiversity (16)

Minimum Safeguards (17)

Proportion of Taxonomy aligned (A.1.) or eligible (A.2.) CapEx, 2023 (18)

Category enabling activity (19)

Category transitional activity (20)

NOK million

%

Y; N; N/EL

Y; N; N/EL

Y; N; N/EL

Y; N; N/EL

Y; N; N/EL

Y; N; N/EL

Y/N

Y/N

Y/N

Y/N

Y/N

Y/N

Y/N

%

E

T

A. TAXONOMY-ELIGIBLE ACTIVITIES

A.1 Environmentally sustainable activities (Taxonomy-aligned)

Data processing, hosting and related activities

CCM 8.1/CCA 8.1

0,0

0,0 %

n/a

CapEx of environmentally sustainable activities (Taxonomy-aligned) (A.1)

0,0

0,0 %

n/a

Of which Enabling

0,0

0,0 %

n/a

Of which Transitional

0,0

0,0 %

n/a

A.2 Taxonomy Eligible but not environmentally sustainable activities (not Taconomy-aligned activities)

EL;

N/EL

EL;

N/EL

EL;

N/EL

EL;

N/EL

EL;

N/EL

EL;

N/EL

Data processing, hosting and related activities

CCM 8.1/CCA 8.1

0,0

0,0 %

n/a

CapEx of Taxonomy eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2)

0,0

0,0 %

n/a

A. CapEx of Taxonomy eligible activities (A.1+A.2)

0,0

0,0 %

n/a

B. TAXONOMY NON-ELIGIBLE ACTIVITIES

CapEx of Taxonomy non-eligible activities

28,4

100,0 %

TOTAL

28,4

100,0 %

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KPI Opex

Proportion of OpEx from products or services associated with Taxonomy- aligned economic activities – disclosure covering year 2024

Financial Year N

2024

Substantial Contribution Criteria

DNSH criteria (Does Not Significantly Harm)

Economic Activities (1)

Code (2)

OpEx (3)

Proportion of Opex, 2024 (4)

Climate Change Mitigation (5)

Climate Change Adaptation (6)

Water (7)

Pollution (8)

Circular Economy (9)

Biodiversity (10)

Climate Change Mitigation (11)

Climate Change Adaptation (12)

Water (13)

Pollution (14)

Circular Economy (15)

Biodiversity (16)

Minimum Safeguards (17)

Proportion of Taxonomy aligned (A.1.) or eligible (A.2.) OpEx, 2023 (18)

Category enabling activity (19)

Category transitional activity (20)

NOK million

%

Y; N; N/EL

(b) (c)

Y; N; N/EL (b) (c)

Y; N; N/EL (b) (c)

Y; N; N/EL (b) (c)

Y; N; N/EL (b) (c)

Y; N; N/EL (b) (c)

Y/N

Y/N

Y/N

Y/N

Y/N

Y/N

Y/N

%

E

T

A. TAXONOMY-ELIGIBLE ACTIVITIES

A.1 Environmentally sustainable activities (Taxonomy-aligned)

Data processing, hosting and related activities

CCM 8.1/CCA 8.1

0,0

0,0 %

n/a

Opex of environmentally sustainable activities (Taxonomy-aligned) (A.1)

0,0

0,0 %

n/a

Of which Enabling

0,0

0,0 %

n/a

Of which Transitional

0,0

0,0 %

n/a

A.2 Taxonomy Eligible but not environmentally sustainable activities (not Taxonomy-aligned activities)

EL; N/ EL (f)

EL; N/ EL (f)

EL; N/ EL (f)

EL; N/ EL (f)

EL; N/ EL (f)

EL; N/ EL (f)

Data processing, hosting and related activities

CCM 8.1/CCA 8.1

47,4

8,8 %

EL

N/EL

N/EL

N/EL

N/EL

N/EL

3,50 %

Opex of Taxonomy eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2)

47,4

8,8 %

3,50 %

A. Opex of Taxonomy eligible activities (A.1+A.2)

47,4

8,8 %

3,50 %

B. TAXONOMY NON-ELIGIBLE ACTIVITIES

Opex of Taxonomy non-eligible activities

493,6

91,2 %

TOTAL

541,0

100,0 %

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Nuclear and fossil gas related activities

Row

Nuclear energy related activities

1

The undertaking carries out, funds or has exposures to research, development, demonstration and deployment of innovative electricity generation facilities that produce energy from nuclear processes with minimal waste from the fuel cycle.

No

2

The undertaking carries out, funds or has exposures to construction and safe operation of new nuclear installations to produce electricity or process heat, including for the purposes of district heating or industrial processes such as hydrogen production, as well as their safety upgrades, using best available technologies.

No

3

The undertaking carries out, funds or has exposures to safe operation of existing nuclear installations that produce electricity or process heat, including for the purposes of district heating or industrial processes such as hydrogen production from nuclear energy, as well as their safety upgrades.

No

Fossil gas related activities

4

The undertaking carries out, funds or has exposures to construction or operation of electricity generation facilities that produce electricity using fossil gaseous fuels.

No

5

The undertaking carries out, funds or has exposures to construction, refurbishment, and operation of combined heat/cool and power generation facilities using fossil gaseous fuels.

No

6

The undertaking carries out, funds or has exposures to construction, refurbishment and operation of heat generation facilities that produce heat/cool using fossil gaseous fuels.

No

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4.2.2. Climate change [ESRS E1]

At Zalaris, addressing climate change is integral to our commitment to sustainability. As a leading provider of cloud-based HR and payroll services, we recognize the growing urgency to mitigate our environmental impact. While our business operates in a relatively low-carbon sector, we are focused on reducing our carbon footprint through energy efficiency, responsible sourcing and partnering with

Topic ID

Topic

IRO description

Impact (I), Risk (R) or Opportunity (O)

Time frame

Own operations/ value chain

Positive or negative

Actual or potential

E-1

Climate change

Zalaris’ CO₂ app helps customers reduce their emissions in line with their sustainability goals. Expanding the app offers an opportunity to tap into the increasing demand for emissions reduction solutions. By improving its features and extending its market presence, Zalaris can unlock new revenue streams from environmental services.

O

(Short 1)

Value Chain

Positive

Potential (P)

E-1

Climate change

Zalaris operates office spaces with limited energy consumption, which helps lower its exposure to rising energy costs. While increased energy prices may present financial risks, the company's small office footprint means the impact on EBIT remains minimal.

R

(Short 1)

Own Operations

Negative

Potential (P)

E-1

Climate change

Zalaris relies on data centres to run its software, and power interruptions may disrupt salary payments, leading to reputational damage, revenue loss, and higher costs if frequent. While data centres account for 2% of global GHG emissions, Zalaris has a relatively low upstream impact due to its smaller scale and mainly uses centres powered by renewable energy.

R

(Short 1)

Value Chain

Negative

Potential (P)

E-1

Climate change

Zalaris is dependent on data centres to run the software solution. Globally, data centres stand for 2% of all GHG emissions.

I

(Short 1)

Upstream

Negative

Actual (A)

E-1

Climate change

Zalaris has employees on different continents, which requires some business travelling that cause GHG emissions.

I

(Short 1)

Own Operations

Negative

Actual (A)

E-1

Climate change

Zalaris utilizes office facilities that require energy consumption. The datacentres, offices are powered by electricity from high- emission grid sources, while the majority are powered by renewable energy.

I

(Short 1)

Upstream

Negative

Actual (A)

E-1

Climate change

Zalaris utilizes office facilities that require energy consumption. In Zalaris' locations, the offices are powered by electricity from high-emission grid sources, while the majority are powered by renewable energy.

I

(Short 1)

Own Operations

Negative

Actual (A)

sustainable data center providers. We actively assess our operations and value chain to align with global climate goals and contribute to a low-carbon economy. Our climate strategy includes reducing emissions, supporting renewable energy and striving for transparency in reporting our environmental performance in accordance with the EU Taxonomy and other sustainability frameworks. Through these efforts, Zalaris aims to contribute meaningfully to climate change mitigation and adaptation while ensuring long-term value for our stakeholders.

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GHG intensity based on net revenue

Table below shows Zalaris’ total GHG emissions per million 1,346,282 NOK. The numbers for net revenue are collected from Zalaris’ annual/integrated report for 2024.

Table 13 – GHG intensity per net revenue

GHG intensity per net revenue

Comparative (2023)

N (2024)

% N / N-1

Total GHG emissions (location-based) per net revenue (tCO2eq/NOK)

0.000000477

0.000001127

136.38%

Total GHG emissions (market-based) per net revenue (tCO2eq/NOK)

0.000000477

0.000001520

218.78%

Net revenue used to calculate GHG intensity

1,346,282,000 NOK

Net revenue (other)

-

Total net revenue (in financial statements)

1,346,282,000 NOK

Basis of Preparation of Climate Accounts

Zalaris’ GHG emissions accounting covers Scope 1, Scope 2 and Scope 3 emissions and is prepared in accordance with the GHG protocol.

Disclosure of Significant Changes in Definition of Reporting Undertaking and Value Chain & Their Effect on GHG Comparability

For the reporting period, there were no significant changes in the definition of Zalaris' reporting boundaries or value chain that would impact the comparability of year-to-year GHG emissions. The methodology for calculating Scope 1, 2, and 3 emissions remains consistent with the prior year to facilitate accurate trend analysis.

Disclosure of Significant Events and Changes in Circumstances Affecting GHG Emissions

During the reporting period, no significant events or structural changes occurred within Zalaris or its value chain that materially affected GHG emissions. Business operations continued as planned, with no acquisitions, divestitures, or major operational shifts impacting the GHG inventory.

Zalaris’ GHG emissions accounting is also prepared in accordance with ESRS 1, paragraphs 62-67, in that it reflects the same reporting undertaking as the financial statements, however it is extended to include material upstream and downstream value chain information. Furthermore, Zalaris has included GHG emissions in accordance with its operational control.

Disclosure of Significant Events and Changes in Circumstances Affecting GHG Emissions

During the reporting period, no significant events or structural changes occurred within Zalaris or its value chain that materially affected GHG emissions. Business operations continued as planned, with no acquisitions, divestitures, or major operational shifts impacting the GHG inventory.

Zalaris’ GHG emissions accounting is also prepared in accordance with ESRS 1, paragraphs 62-67, in that it reflects the same reporting undertaking as the financial statements, however it is extended to include material upstream and downstream value chain information. Furthermore, Zalaris has included GHG emissions in accordance with its operational control.

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Scope 1 Emissions

Zalaris reports Scope 1 emissions from leased company cars in Germany and Poland. In cases where the fuel type was not specified on invoices, diesel was assumed as the default. These emissions are directly linked to fuel consumption within Zalaris' operational control.

Scope 2 Emissions

Scope 2 greenhouse gas (GHG) emissions represent indirect emissions from the generation of purchased electricity and district heating & cooling used by the company. Since these emissions occur at the energy generation facility rather than at Zalaris' offices, they are classified as indirect emissions.

Accounting Principles for Scope 2 Emissions

Zalaris calculates Scope 2 emissions using both market-based and location-based approaches:

• Market-Based Approach: Uses residual mix emission factors to reflect supplier-specific energy sourcing. Energy mix data is sourced from the European Residual Mix 2023.

• Location-Based Approach: Applies national or regional grid-average emission factors to reflect the energy mix within a given region. The latest 2024 IEA country factors are used for these calculations.

Energy Consumption & Estimation Assumptions

To enhance accuracy, Zalaris applies emissions factors provided by the International Energy Agency (IEA), allowing for precise calculations that reflect the unique energy mix of each operational location. When estimating energy consumption:

• If office-specific data is unavailable, industry benchmarks are used.

• If only partial invoice data is available, missing months are extrapolated based on existing records.

• If invoices provide only cost information without energy consumption details, estimates are derived using regional electricity price averages.

Scope 3 Emissions

Zalaris' Scope 3 emissions cover indirect emissions from activities under its direct operational control, aligning with the GHG Protocol Corporate Standard.

Accounting Principles for Scope 3 Emissions

The most relevant Scope 3 categories for Zalaris include:

1. Business Travel – Calculated based on travel records, including flight class, transport type, and distance travelled.

2. Employee Commuting – Estimated using an employee commute survey, with 50% of data extrapolated to represent the full workforce.

3. Purchased Goods & Services – Emissions from data center services are estimated based on invoices and energy usage data from third-party providers.

4. Capital Goods (IT Assets) – Includes emissions from the procurement of IT equipment such as laptops, servers, and other electronic devices. The emissions associated with these purchases are estimated based on supplier-provided data or industry average emission factors for electronic goods.

As a global IT and consulting firm, Zalaris' operations involve business travel, including air travel and road trips, which significantly contribute to CO₂ emissions. In 2024, travel activities had a notable environmental impact, prompting a comprehensive analysis of travel and expense data to improve emission tracking and mitigation efforts.

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Table 14. Scope 3 GHG emissions boundary and sources

S.No

Category

Included in reporting? (yes /no)

Reasoning (if excluded)

Data Source (primary data, estimated)

Estimation methodology, if applicable

% of GHG emissions calculated using primary data

1

Purchased goods and services

(Optional sub-category: cloud computing and data center services)

Yes

-

Data centre emissions provided from the vendor

Where current-year data was unavailable, the previous year’s figures were used as a reference

100%

2

Capital goods

Yes

-

IT equipment (Laptop emissions based on the Cost)

Electronics were categorized based on standard classifications, and appropriate emission factors were applied accordingly.

100%

3

Fuel and energy-related activities (not included in Scope 1 or Scope 2)

No

We don’t have fuel & energy related activities as we are service based

-

-

-

4

Upstream transportation and distribution

No

no physical supply chain, making upstream transportation and distribution emissions immaterial.

-

-

-

5

Waste generated in operations

No

We have not calculated any waste, as we adhere to a circular economy approach where all IT equipment is recycled or refurbished

-

-

-

6

Business travel

Yes

-

Business travel (air, taxi, car, hotel)

Emissions from flights, rental cars, taxis, and hotels were determined using a CO₂ tracking tool (Climatiq API).

100%

7

Employee commuting

Yes

-

Based on employee commute survey

Data was collected via a company- wide survey.

Responses were validated, and extrapolation was applied to represent the entire workforce where necessary.

20%

8

Upstream leased assets

No

Zalaris does not own or lease significant operational assets upstream

-

-

-

9

Downstream transportation

No

Zalaris provides digital services, eliminating logistics-related emissions since it neither produces nor transports physical goods.

-

-

-

10

Processing of sold products

No

Since Zalaris offers software-driven HR & Payroll solutions, there are no tangible products that undergo further processing by customers.

-

-

-

11

Use of sold products

No

Zalaris' HR and payroll services are intangible and emission-free during use, unlike physical products like electronics or vehicles.

-

-

-

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S.No

Category

Included in reporting? (yes /no)

Reasoning (if excluded)

Data Source (primary data, estimated)

Estimation methodology, if applicable

% of GHG emissions calculated using primary data

12

End-of-life treatment of sold products

No

As Zalaris does not sell physical products, there is no waste or disposal impact to consider in the Scope 3 emissions inventory.

-

-

-

13

Downstream leased assets

No

Zalaris does not lease assets to third parties; all leased properties (e.g., office spaces) are accounted for under Scope 2.

-

-

-

14

Franchises

No

Zalaris does not operate under a franchise model nor does it have franchisees, making this category irrelevant.

-

-

-

15

Investments

No

Zalaris does not manage an investment portfolio with financial stakes in other businesses, so this category does not contribute to Scope 3 emissions.

-

-

-

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4.3 Social information

At Zalaris, corporate ethics and social responsibility form the cornerstone of our business operations and strategic priorities. We are deeply committed to fostering a positive impact on society, prioritizing the well-being of our workforce, value chain workers, consumers and end-users. By embedding ethical principles into our governance, policies and daily practices, Zalaris strives to uphold human rights, promote fairness and inclusion and support sustainable development across all our activities. Through continuous engagement with stakeholders and transparent reporting, we aim to promote accountability and drive meaningful progress in addressing social challenges and opportunities. This commitment

4.3.1 Own workforce

4.3.2 Own workforce Metrics and targets

4.3.3 Workers in the value chain

4.3.4 Workers in the value chain Metrics and targets

4.3.5 Consumers and end-users

4.3.6 Consumers and end-users Metrics and targets

underscores our dedication to creating long-term value for our stakeholders and the communities we serve.

4.3.1 Own workforce [ESRS S1]

Own workforce IRO Management

Zalaris includes all employees who may be materially impacted by its operations in its sustainability disclosures, covering corporate staff, remote workers, and outsourced roles. The company actively supports its workforce through career development programs, wellness initiatives, and flexible work arrangements, ensuring positive impacts on

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Topic ID

Topic

IRO description

Impact (I), Risk (R) or Opportunity (O)

Time frame

Own operations/ value chain

Positive or negative

Actual or potential

S-1

Own workforce

When employees quit working at Zalaris, there is a risk of increased recruitment and training costs related to new personnel.

R

(Short 1y)

Own Operations

Negative

Potential

S-1

Own workforce

Zalaris can attract skilled employees who can contribute to the company's ability to attract the best talent in the market. This can lead to higher revenue and a reduction in recruitment and training costs.

O

(Short 1y)

Own Operations

Positive

Potential

S-1

Own workforce

Zalaris workforces are paid an adequate wage, in line with applicable benchmarks.

I

(Short 1y)

Own Operations

Positive

Potential

S-1

Own workforce

Zalaris has procedures in place for its own workforce to engage in social dialogue with workers representatives and respects workers’ rights to social dialogue, for those which are in the European Economic Area (EEA).

I

(Short 1y)

Own Operations

Positive

Potential

S-1

Own workforce

Zalaris has procedures in place to ensure that employees can exercise freedom of association, are informed about workers' rights and have access to workers' councils.

I

(Short 1y)

Own Operations

Positive

Potential

S-1

Own workforce

Zalaris has working conditions and terms of employment for its own workforce that includes collective bargaining agreements

I

(Short 1y)

Own Operations

Positive

Potential

S-1

Own workforce

Zalaris provides their employees family-related leave and flexible working arrangements.

I

(Short 1y)

Own Operations

Positive

Potential

S-1

Own workforce

Zalaris promotes good health and safe working environment that is in compliance with internationally recognized standards and their commitment in code of conduct.

I

(Short 1y)

Own Operations

Positive

Potential

S-1

Own workforce

Zalaris embrace gender equality, diversity and foster a culture of inclusion where everyone is treated with dignity and respect.

I

(Short 1y)

Own Operations

Positive

Potential

S-1

Own workforce

Zalaris empower their employees to advance their career and fostering personal and professional growth.

I

(Short 1y)

Own Operations

Positive

Potential

S-1

Own workforce

Zalaris has concrete measures in place through employee surveys done half-yearly, complaint mechanisms such as whistle- blowing channels to prevent the prevalence of violence and harassment in the workplace,

I

(Short 1y)

Own Operations

Positive

Potential

S-1

Own workforce

Embracing and fostering a culture of inclusion where everyone is treated with dignity and respect.

I

(Short 1y)

Own Operations

Positive

Potential

S-1

Own workforce

Zalaris is a global and stable company that provides secure employment to app. 1100 employees.

I

(Short 1y)

Own Operations

Positive

Actual

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Policies related to own workforce [S1-1]

Zalaris recognizes the importance of its workforce as a cornerstone of its operational and strategic success. The company is committed to creating a safe, inclusive, and supportive work environment guided by comprehensive policies and principles that align with international standards and regulatory requirements. Central to Zalaris' ethos is the Code of Conduct, which serves as the foundation for the company’s corporate culture. It reflects Zalaris' moral values and principles, setting the tone for ethical behaviour and decision-making across all operations.

Zalaris is committed to respecting human rights, including Labour rights, for all people in its workforce. This commitment is embedded in our policies and operational practices to promotes a fair, safe, and inclusive working environment. Zalaris has established policies to manage its material impacts, risks, and opportunities related to its workforce, in line with ESRS 2 MDR-P. These policies aim to promotes fair Labour practices, workplace safety, diversity, and inclusion while mitigating risks related to human rights violations. Regular internal audits and compliance checks are conducted to monitor adherence. The policies apply to all corporate employees across Zalaris' operational geographies. Given our corporate structure, they do not extend

to vulnerable Labour groups or upstream/ downstream value chain activities.

The CHRO, Hilde Kalsmyr, oversees all matters related to S1. Zalaris aligns with international frameworks, specifically the ILO Declaration on Fundamental Principles and Rights at Work. Policies are shaped based on employee engagement, internal reviews, and best practices in sustainability governance.

Zalaris actively engages with its workforce through various mechanisms, including employee surveys, feedback sessions, and structured dialogues. This engagement promotes that workforce perspectives are considered in policy-making and operational improvements.

Zalaris aligns its policies with internationally recognized human rights and Labour standards, specifically the ILO Core Conventions and the United Nations Declaration on Human Rights. The company strictly prohibits trafficking in human beings, forced labor, compulsory labor, and child labor. Compliance supports through due diligence assessments, supplier engagement, and internal monitoring processes.

Zalaris maintains a comprehensive workplace accident prevention policy and management system to safeguard employee health and safety. This includes risk assessments,

emergency preparedness, and continuous training for employees to mitigate workplace hazards and foster a culture of safety. Additionally, Zalaris enforces strict anti- discrimination policies that explicitly define the grounds for discrimination and outline measures to prevent, address, and mitigate discriminatory practices.

To support these standards are consistently met, Zalaris has implemented a robust governance framework emphasizing ethical conduct and responsible business practices. This includes a zero-tolerance policy towards modern slavery and human rights violations, as well as a whistleblowing channel for confidential reporting. Reports are managed with strict confidentiality, and whistleblowers are protected from any form of retaliation.

Zalaris promotes the effective implementation of its anti-discrimination and inclusion policies through structured procedures, including regular training for employees and managers on diversity, equity, and inclusion, internal audits, and compliance checks. These mechanisms include clear reporting and remediation processes to address discrimination. Additionally, Zalaris implements initiatives to advance diversity and inclusion across all levels of the organization, fostering fair representation and equal opportunities. The company’s policies explicitly cover all legally recognized grounds for discrimination,

including gender, age, ethnicity, disability, and other protected characteristics, ensuring alignment with regulatory requirements.

As part of its commitment to employee engagement, Zalaris actively involves its workforce in shaping DEI policies through surveys, feedback mechanisms, and direct engagement with HR and leadership teams. This collaborative approach promotes that employees have a voice in creating an inclusive and equitable work environment.

Processes for engaging with own workers and workers’ representatives about impacts [S1-2]

Zalaris conducts a quarterly measuring engagement with people in its own workforce and workers representatives, which is mandatory.

Zalaris discloses that it actively engages with its own workforce to incorporate their perspectives in managing actual and potential impacts on employees. Engagement occurs through both direct interactions and workers' representatives at various stages, including ongoing consultations and specific project milestones. Engagement types include information sharing, consultations and participation, typically occurring quarterly or annually.

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Planned Actions and Resource Allocation for Workforce Impact Mitigation

Action

Resources Allocated

Target

Link to IRO

Time Horizon

Progress

Expected Outcome

Reskilling and upskilling programs for employees

Training budget, external partnerships with learning platforms

All employees impacted by green transition

Workforce adaptation to sustainable business transformation

2025-2030

Initial training modules developed, pilot programs launched

Increased employee readiness for sustainability-driven roles

Workplace diversity and inclusion initiatives

DEI program funding, employee resource groups

100% corporate employees globally

Equitable work environment, reduce bias and discrimination risks

Ongoing

Regular training conducted, DEI committee established

Improved diversity metrics and inclusive work culture

Employee engagement and well-being programs

Internal wellness initiatives, mental health resources

All employees

Enhance workforce retention, reduce absenteeism

2024-2026

Employee surveys in progress, well-being initiatives launched

Higher employee satisfaction and productivity

Strengthening grievance mechanisms and remediation processes

Compliance team resources, external legal review

All employees and stakeholders

Improve transparency and address concerns proactively

2024-2025

Review process under development, stakeholder consultation ongoing

Faster resolution of workplace issues, enhanced trust

4.3.2 Own workforce Metrics and targets

Targets related to managing material negative impacts, advancing positive impacts and managing material risks and opportunities [S1-5]

Zalaris' Executive Board has established a long-term target of maintaining at least 40% female representation in top management positions. This target is designed to address material negative impacts related to gender imbalance, advance positive impacts by fostering an inclusive leadership culture, and manage material risks and opportunities associated with workforce diversity.

Zalaris engaged HR leaders, diversity & inclusion committees, and employee representatives in discussions on gender diversity. The target was developed based on an assessment of current gender representation, industry benchmarks, and feedback from internal stakeholders on workforce inclusivity. Internal stakeholders are referring to "Top Management" and "Local Management" in respective countries or regions.

2024 is the base line & progress toward this target is tracked through regular workforce diversity audits, HR analytics dashboards, and annual sustainability reports. Workforce representatives provide input through

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Country

Gender

Total

<30

30-49

50+

Finland

Female

12.50%

25%

13%

9%

Male

0%

18%

0%

Germany

Female

27.25%

44%

34%

33%

Male

17%

14%

21%

India

Female

23.70%

20%

23%

0%

Male

30%

22%

0%

Latvia

Female

25.29%

46%

20%

17%

Male

42%

22%

0%

Norway

Female

7.44%

17%

14%

3%

Male

33%

4%

0%

Poland

Female

23.65%

16%

18%

75%

Male

57%

18%

40%

Singapore

Female

0

0%

0%

0%

Male

0%

0%

0%

Spain

Female

12.50%

0%

29%

0%

Male

0%

0%

0%

Sweden

Female

3.39%

0%

0%

4%

Male

0%

14%

0%

United Kingdom

Female

18.75%

0%

12%

25%

Male

17%

30%

Characteristics of non-employee workers in the company’s own workforce [S1-7]

Zalaris engages non-employee workers to support its business operations in specialized roles and temporary project- based assignments. These workers include individuals contracted directly with Zalaris as self-employed professionals and those supplied through employment agencies primarily engaged in “employment activities” (NACE Code N78).

During the reporting period, the total number of non-employees in Zalaris' workforce was 50. Non-employee is referring to professionals hired as "Externals", "Free Lancers" or contractors through any third-party providers. This figure is reported in headcount, representing the number of individuals engaged in work arrangements with Zalaris. The reporting methodology considers the number of non-employee workers at the end of the reporting period to facilitate consistency in tracking workforce data.

There were no significant fluctuations in the number of non-employee workers during the reporting period. In cases where precise data was not available, estimates were made following ESRS 1 guidelines, ensuring reported numbers are as accurate as possible. Zalaris continues to enhance its workforce data management practices to improve the accuracy and transparency of future reporting.

Collective bargaining coverage and social dialogue [S1-8]

Zalaris maintains a strong commitment to collective bargaining and social dialogue, ensuring fair labor practices and fostering a positive work environment. Collective bargaining agreements cover all employees in Finland, Sweden and NOZA, providing them with a platform to negotiate terms and conditions of employment, including wages, working hours and other key work-life aspects. As of the reporting period, 19 % of Zalaris' total employees are covered by collective bargaining agreements, reflecting alignment with local regulations and labor standards. In addition to collective bargaining, Zalaris actively participates in social dialogue through regulatory work environment committees (AMU) in Norway, Sweden, Denmark and Finland. These committees facilitate ongoing communication between management and employees, addressing workplace issues and ensuring that health and safety standards are upheld. This approach demonstrates Zalaris' dedication to promoting a collaborative and supportive workplace culture, where employees play an active role in shaping their working conditions and contributing to the organization's success.

Globally, 25% of Zalaris' employees are covered by workers' representatives. This coverage is reported at the country level for each EEA country where Zalaris has

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Policies related to Consumers & End users. [S4-1]

Our policies to manage the consumers and end-users IROs cover all consumers and end-users potentially impacted by our material topics. Collectively, these policies and procedures reflect our strong commitment to respect the human rights of both consumers and end-users.

While Zalaris' policies reflect adherence to ILO conventions, they are not yet fully aligned with the UN Guiding Principles on Business and Human Rights. Strengthening alignment with these principles would enhance Zalaris’ approach to human rights due diligence, ensuring responsible business conduct across its value chain.

Furthermore, Zalaris has issued a statement on equality, covering its operations in Norway, which is available on www.zalaris. com. This reflects the company’s ongoing efforts to promote fairness and inclusion within its workforce and broader value chain. Additionally, the policies are developed according to ISO 27001.

Code of Conduct in Zalaris: This is central to Zalaris' ethos and serves as the foundation for our corporate culture. It embodies their moral values and guiding principles in all aspects of business operations, including policies related to customers and suppliers.

Furthermore, Zalaris has an Information Security Policy, GDPR and 10 Commandments for IT Security that outlines the procedures for handling sensitive information and ensuring data protection. This policy includes guidelines for storing sensitive data, reporting breaches and maintaining secure data practices. Zalaris' Information Security Policy applies to all employees, contractors, subsidiaries, third-party service providers, and relevant clients. The policies facilitate data confidentiality, integrity, and security across the organization. Zalaris' Information Security Policies are overseen by the Chief Technology Officer (CTO) and the IT Security Team, with accountability at the executive management level. Compliance is monitored through regular audits, risk assessments, and internal reviews

Processes for Engaging with Consumers and End-Users: Zalaris employs a multi- faceted approach to engage with value chain workers and address impacts effectively. They utilize a Helpdesk ticketing system, which allows employees and customers to raise issues and get timely resolutions. This system facilitates that concerns are tracked and managed efficiently. Additionally, Zalaris conducts surveys to gather feedback from both employees and customers. These surveys help identify areas for improvement and facilitate the fact that the company is meeting the needs and expectations of its stakeholders. Dedicated meetings are also a key part of

Zalaris' engagement strategy. These meetings, held both internally and with customers, provide a platform for open communication and collaboration. They allow Zalaris to discuss impacts, gather insights and develop action plans to address any issues that arise.

Processes to Remediate Negative Impacts: Zalaris has processes in place to remediate negative impacts and channels for consumers and end-users to raise concerns:

Risk Treatment Plan (RTP): Zalaris has a comprehensive Risk Treatment Plan (RTP) which is part of ISMS (ISO 27001 certified by EY) and QMS (ISO 9001 certified by EY) that addresses various risks, including those related to customer data and system security. RTP outlines the steps to be taken when residual risk values are above acceptable levels, ensuring that appropriate measures are implemented to mitigate these risks.

Incident Management: Zalaris has a well- defined incident management process (Zalaris Helpdesk) that includes evaluating reported issues and determining ticket priorities based on incident evaluation criteria. This process facilitates that incidents are handled efficiently and that relevant stakeholders are informed of their responsibilities.

Sustainability Statement: Zalaris' sustainability statement outlines the risk assessment and

due diligence processes associated with material sustainability topics. It includes the assessment of identified adverse impacts, actions taken to mitigate those impacts and the results of these efforts. This statement is part of Zalaris' commitment to continuous improvement and transparency in their sustainability practices.

Channels for Raising Concerns: Zalaris provides channels for consumers and end- users to raise concerns. Customers utilize Zalaris Helpdesk to raise concerns.

Engagement with Stakeholders: Zalaris engages with affected stakeholders in all key steps of the due diligence process. This includes embedding due diligence in governance, strategy and business models and integrating sustainability-related performance into incentive schemes.

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with new regulations such as CSRD and ESRS.

• Technology Advancements: Investment in AI-driven payroll processing and automation ensures efficiency while reducing human errors.

• Value Chain Collaboration: Zalaris collaborates with key partners, including SAP and data hosting centres, to align with best sustainability practices and compliance requirements.

Ensuring Ethical and Sustainable Practices

• No Harm Policy: Zalaris facilitate that its business operations do not contribute to material negative impacts on consumers or end-users.

• Ethical AI Usage: Implementation of AI and automation tools follows strict ethical guidelines to prevent bias and ensure fair treatment.

Disclosure of Severe Human Rights Issues and Incidents

• Zalaris has no reported cases of severe human rights violations related to consumer interactions.

• The company remains vigilant in ensuring

fair Labour practices and preventing discrimination within service delivery processes.

Resource Allocation for Managing Material Impacts

• Investment in Cybersecurity Infrastructure: Resources are allocated to enhance security frameworks to protect consumer data.

• Employee Training and Development: Teams receive ongoing training to stay updated on regulatory changes and customer service improvements.

• Sustainability Reporting and Compliance Efforts: Dedicated teams work on sustainability assessments and facilitate alignment with global reporting standards.

By implementing these structured action plans, Zalaris aims to uphold consumer trust, facilitate compliance, and drive positive sustainability outcomes within the HR and payroll services industry.

4.3.6 Consumers and end- users Metrics and targets.

Targets related to managing material negative impacts, advancing positive

impacts and managing material risks and opportunities [S4-5]

Currently, Zalaris has not established specific targets related to managing material negative impacts, advancing positive impacts, or addressing material risks and opportunities concerning consumers and end-users. However, Zalaris recognizes the importance of setting measurable and actionable goals to drive sustainable outcomes and align with stakeholder expectations.

In the absence of defined targets, Zalaris is focusing on building a foundation for future target-setting through enhanced processes and stakeholder engagement. Key initiatives include:

• Strengthening Data Protection Measures: Continuing to enhance compliance with international data protection standards (e.g., ISO 27001) to mitigate risks related to data breaches and privacy concerns.

• Engaging with Stakeholders: Actively seeking feedback from consumers and end- users through surveys, helpdesk channels and workshops to understand their expectations and address concerns effectively.

• Laying the Groundwork for Target Development: Establishing mechanisms to track performance, analyse impact and

evaluate risks and opportunities associated with consumer and end-user interactions.

Zalaris is committed to working collaboratively with internal teams, external stakeholders and industry experts to establish clear, measurable targets in the near future. These targets will be developed in alignment with its broader sustainability objectives and evolving regulatory requirements.

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• Acknowledgment: The company acknowledges receipt of the report within seven days.

• Initial assessment: An assessment determines the report's validity and seriousness.

• Thorough investigation; The CHRO oversees an impartial investigation, involving relevant business leaders when necessary. Major issues are escalated to the Board of Directors

• Feedback and documentation; Whistleblowers receive updates within three months and all investigation details are documented in the portal.

• Confidentiality and retaliation protection; Zalaris facilitates the confidentiality of all reports, protecting whistleblower identity. Retaliation is strictly prohibited, with disciplinary actions for any violations.

• External reporting: If internal reporting is deemed ineffective, whistleblowers may report to external authorities, though internal channels are recommended first.

Zalaris is committed to protecting individuals who report concerns in good faith from any form of detrimental treatment or retaliation. This commitment encourages a culture of

transparency and accountability within the organization. Disciplinary Actions for False Reports; While the company encourages reporting of genuine concerns, it also stipulates that any employee knowingly making a false report with the intent to harm another individual will be subject to disciplinary action. This framework supports Zalaris' commitment to transparency, compliance and whistleblower protection.

The functions within Zalaris that are most at risk in respect of corruption and bribery are the customer facing functions within sales, those function in finance involved with payments to suppliers and procurement functions within IT. Sales functions have interaction with clients which may present opportunities for unethical practices. Certain IT functions engage with third-part vendors and suppliers that can expose the company to potential bribery and corruption risks. Certain finance and accounting functions responsible for payments are also high-risk functions for bribery and corruption under the CSRD framework.

Zalaris establishes, develops, promotes and evaluates its corporate culture through a set of business conduct policies designed to uphold the highest ethical standards. These policies are integral to shaping the company’s culture and ensuring adherence to core values of integrity, transparency and respect for all stakeholders.

Key Aspects of Zalaris' Corporate Culture and Business Conduct Policies

1. Mechanisms for Identifying, Reporting and Investigating Concerns: Zalaris has established clear mechanisms for identifying, reporting and investigating concerns about unlawful behaviour or actions that contradict the company’s Code of Conduct or similar internal rules. These mechanisms include:

o Internal and external reporting channels for stakeholders, ensuring that all concerns are promptly addressed.

o A dedicated team responsible for investigating and resolving any such concerns, ensuring that all investigations are conducted independently and objectively.

2. Anti-Corruption and Anti-Bribery Policies: Zalaris has a zero-tolerance policy towards corruption and bribery. The company discloses its commitment and has implemented internal controls to prevent such activities. Zalaris will continue to review and enhance its policies as needed.

o If there were any gaps in anti-corruption or anti-bribery policies in the past, Zalaris would explicitly state these and outline the steps for policy implementation and a clear timeline for doing so.

3. Whistleblower Protection: Zalaris ensures the protection of whistleblowers in line with the EU Whistleblowing Directive (Directive 2019/1937). Key measures include:

o The establishment of internal whistleblower reporting channels that are easily accessible for all workers and external stakeholders.

o Information and training provided to employees on how to raise concerns, including specific guidance for staff designated to receive and handle reports.

o Strong anti-retaliation measures to protect whistleblowers from any negative consequences of reporting, in line with applicable laws.

4. Investigation Procedures: Zalaris has established thorough procedures to investigate business conduct incidents, including potential incidents of corruption or bribery. The company is committed to investigating such incidents promptly, independently and objectively, ensuring that

any violations of business conduct policies are addressed in a fair and transparent manner.

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5. Training on Business Conduct: Zalaris conducts training on business conduct across the organization. This training includes:

o Mandatory training for all employees on ethical behaviour, anti-corruption and anti-bribery policies.

o Regular sessions designed to reinforce the company’s standards of integrity and to facilitate all employees understand their role in maintaining a strong ethical culture.

o The frequency and depth of the training are tailored to the employee's position and level of responsibility within the company.

6. Functions Most at Risk in Respect of Corruption and Bribery: Zalaris recognizes that certain business functions may be at a higher risk of exposure to corruption and bribery due to their interaction with third

parties, such as procurement, sales and finance. The company monitors these functions closely, implementing additional controls where necessary to mitigate risks. Completion of Business Conduct Training is mandatory for all employees as part of onboarding, and the Anti-Bribery and Anti-Corruption training module is mandatory for all (100%) employees in at-risk functions annually.

These policies, along with regular training and independent investigations, facilitates that Zalaris fosters a corporate culture that prioritizes ethical conduct, transparency and accountability across the organization.

Management of relationships with suppliers G1-2

Zalaris is committed to building fair and equitable relationships with its suppliers, focusing on ethical standards and responsible business practices. Central to this commitment is the company’s Code of Conduct, which outlines the core principles that all board members, managers, employees and representatives are required to follow. This code underscores the importance of fairness and equality in supplier relationships, ensuring that all interactions with suppliers reflect Zalaris’ dedication to high ethical standards.

While the Code of Conduct primarily governs Zalaris’ internal operations, the company expects its business partners to uphold these same ethical standards. Zalaris make sure that it does not engage with suppliers who do not meet these expectations, maintaining alignment with its core values. In 2024, however, Zalaris did not have a formal procurement policy, nor did it explicitly integrate social and environmental criteria into supplier selection. The company is committed to implementing a formal procurement policy in 2025 to address these gaps.

To manage its supplier relationships efficiently, Zalaris utilizes a centralized system for registering, approving and processing supplier invoices across the group. Once approved, invoices are automatically paid by their due dates, with a standard payment term of 30 days, ensuring timely payments. This approach fosters strong, reliable relationships with suppliers and supports Zalaris’ commitment to operational efficiency and transparency.

Prevention and detection of corruption and bribery G1-3

During the 2024 financial year Zalaris provided training to its at-risk own workers in terms of its policy. For those at-risk functions the training is mandatory, but Zalaris also made available voluntary training for other own workers.

The Code of Conduct is written in English and German and is communicated internally through our intranet. These efforts aim to prevent incidents of corruption and bribery. The Code of Conduct training elements are provided to employees by Group HR. Since no specific functions were identified as higher priority to perform the training, we have no specific metrics on fulfilment rates or outcomes of training for functions-at-risk, nor do we have any plans to implement such a focus.

The company has a separate anti-corruption policy to prevent, detect and address corruption and bribery.

Prevention:

o Policy and training; Zalaris has an anti- bribery and anti-corruption policy in place, which emphasizes a zero- tolerance stance on corruption. All employees, including third-party contractors and business partners, must adhere to this policy. New employees receive training during the induction process and ongoing training ensures awareness of anti-bribery practices.

o Gifts and hospitality guidelines; Employees are allowed to accept modest gifts and hospitality that are compliant with local laws and free from any expectation of reciprocal favor. Clear rules limit the value of acceptable gifts and hospitality and require approval for any offerings from government officials or politically exposed persons.

o Prohibition of facilitation payments and Kickbacks; Zalaris prohibits facilitation payments and kickbacks. Employees are instructed to avoid these practices and report any coercive situations to their line manager, while maintaining transparency in the transaction.

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In addition to general employee training, members of the administrative, supervisory and management bodies receive specialized training, emphasizing their leadership role in fostering a culture of integrity. This training includes in-depth discussions of Zalaris’ anti-corruption policies, the legal frameworks governing bribery and corruption and the strategic importance of maintaining ethical business practices at all levels of governance. Regular updates to the training are provided to incorporate any changes in legal requirements or company policies, ensuring continued compliance with anti-corruption and anti-bribery standards.

Through these comprehensive training programs, Zalaris reaffirms its dedication to promoting a culture of integrity, transparency and accountability throughout the organization.

During the 2024 financial year Zalaris provided training to its at-risk own workers in terms of its policy (see section 4.1.1.1).

Table 21. Training is mandatory for all employees. Details of its training during the year is as follows:

At-risk functions

Management Team

BoD*

Other own workers

Training coverage

100%

100%

Not compulsory

100%

Total

1,134

6

5

1,134

Total receiving training

1,134

6

1,134

Delivery method and duration

Computer-based training

30 min

30 min

30 min

30 min

Frequency

How often training is required

At on-boarding and annually thereafter

At on-boarding and annually thereafter

Not compulsory

At on-boarding and annually thereafter

Topics covered

Code of Conduct

X

X

X

X

Corruption and bribery

X

X

X

X

Gifts and business courtesies

X

X

X

X

Money laundering

X

X

X

X

Handling infringements/ sanctions

X

X

X

X

*Board of Directors

4.4.3 Business Conduct Metrics and targets

Incidents of corruption or bribery G1-4

In 2024, a total of three whistleblower reports were submitted through the Whistleblower System, all of which fell within its scope. All reported cases were internal in nature and have been fully addressed and closed, with no open reports remaining at this time.

• Convictions and Fines: There were no convictions or fines for violations of anti- corruption and anti-bribery laws during the reporting period.

• Actions Taken: Since no incidents of corruption or bribery occurred, no specific actions were required to address breaches in procedures or standards related to anti- corruption and anti-bribery.

Zalaris confirms transparency by only disclosing incidents where its employees or the company itself are directly involved. Since no such incidents occurred, no disclosures were made.

Corruption and bribery incidents

2024

Number of convictions for violation of anti-corruption and anti-bribery laws

0

Fines for violation of anti-corruption and anti-bribery laws (NOK)

0

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Consolidated statement of financial position for the period ended 31 December

(NOK 1000)

Note

2024

2023

EQUITY AND LIABILITIES

Equity

Paid-in capital

Issued capital incl. treasury shares

19

2 169

2 165

Other paid in equity

21 400

21 481

Share premium

143 956

143 045

Total paid-in capital

167 525

166 690

Other equity

14 519

14 519

Retained earnings and exchange differences

81 426

24 190

Equity attributable to equity holders of the parent

263 470

205 399

Non-controlling interest

(2 754)

(2 443)

Total equity

260 716

202 956

Liabilities

Non-current liabilities

Deferred tax liability

14

22 383

27 418

Interest-bearing loans and borrowings

12

464 210

439 964

Lease liabilities

9

41 541

28 585

Total long-term liabilities

528 134

495 968

(NOK 1000)

Note

2024

2023

Current liabilities

Trade accounts payable

42 736

38 159

Customer projects liabilities

3

245 475

182 588

Interest-bearing loans

12

5 010

10 757

Lease liabilities, short term

9

28 437

18 469

Income tax payable

14

5 476

4 537

Public duties payable

60 665

44 621

Other short-term liabilities

20

143 223

108 815

Total short-term liabilities

531 022

407 946

Assets held for sale

23

-

4 679

Total liabilities

1 059 156

908 593

TOTAL EQUITY AND LIABILITIES

1 319 872

1 111 549

Oslo, 11 April 2025

This document is signed electronically

Adele Norman Pran Chair of the Board

Jan M. Koivurinta Board Member

Liselotte Hägertz Engstam Board Member

Erik Langaker Board Member

Kenth Eriksson Board Member

Hans Petter Mellerud Chief Executive Officer

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Consolidated statement of cash flows for the period ended 31 December

(NOK 1000)

Note

2024

2023

Cash flow from operating activities

Profit (Loss) before tax from continued operation

49 457

(14 508)

Net financial items

11

64 196

74 225

Share based program

6

13 083

11 575

Depreciation and impairments

8

5 045

4 269

Depreciation right-of-use assets

9

25 741

23 002

Amortisation intangible assets

10

32 272

31 068

Capitalisation implementation costs customer projects

3

(121 153)

(89 272)

Amortisation implementation costs customer projects

3

49 581

33 765

Customer project revenue deferred

3

96 050

104 139

Customer project revenue recognised

3

(42 113)

(29 408)

Taxes paid

14

(7 901)

(11 452)

Changes in accounts receivable

16,17

(29 172)

(70 975)

Changes in accounts payable

20

4 577

(7 248)

Changes in other items

30 415

35 100

Interest received

13

4 611

2 585

Interest paid

13

(43 219)

(38 317)

Net cash flow from operating activities

131 470

58 548

(NOK 1000)

Note

2024

2023

Cash flows to investing activities

Investment in fixed and intangible assets

8,9,10

(27 451)

(33 868)

Proceedes from sale of property

41 899

-

Net cash flow from investing activities

14 448

(33 868)

Cash flows from financing activities

Sale of own shares

2

881

Buyback of own shares

(12)

-

Cash payment employee options

6

(13 277)

-

Contribution from minority shareholder

-

293

Payment of lease liabilities

9

(32 604)

(22 790)

New loan

12

-

440 796

Repayment of loan

12

(10 995)

(400 547)

Net cash flow from financing activities

(56 886)

18 634

Net changes in cash and cash equivalents

89 032

43 314

Net foreign exchange difference

(3 252)

(796)

Cash and cash equivalents at the beginning of the period

135 970

93 456

Cash and cash equivalents at the end of the period

221 751

135 970

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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 revalua- tion reserve

Total

Non-controlling interests

Total equity

Equity at 01.01.2023

2 214

(54)

141 898

10 038

154 095

14 519

8 622

(12 038)

165 198

(1 602)

163 596

Profit of the year

-

(2 121)

(2 121)

(841)

(2 961)

Other comprehensive income

-

29 760

29 760

29 760

Share based payments

6

11 575

11 575

11 575

11 575

Exercise of share based payments

6

1

131

(132)

-

(5)

(5)

(5)

Employee share purchase program

6

4

1 015

1 019

(139)

880

880

Other changes

-

113

113

113

Equity at 31.12.2023

2 214

(49)

143 045

21 481

166 690

14 519

6 469

17 722

205 399

(2 443)

202 956

Equity at 01.01.2024

2 214

(49)

143 045

21 481

166 690

14 519

6 469

17 722

205 399

(2 443)

202 956

Profit/(loss) of the year

-

33 758

33 758

(311)

33 447

Other comprehensive income

-

23 418

23 418

23 418

Share based payments

6

13 083

13 083

13 083

13 083

Exercise of share based payments

6

(13 277)

(13 277)

(13 277)

(13 277)

Employee share purchase program

6

4

912

916

916

916

Other changes

112

112

59

171

171

Equity at 31.12.2024

2 214

(45)

143 956

21 400

167 525

14 519

40 286

41 140

263 470

(2 754)

260 716

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Basis for preparation

Corporate informationThe Zalaris Group consists of Zalaris ASA and its subsidiaries. Zalaris ASA is a limited liability company domiciled in Norway. The Group’s registered 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 2024 were approved in a board meeting on 11 April 2025.

Statement of complianceThe Group’s consolidated financial statements of Zalaris ASA for the accounting year 2024 are prepared in accordance with IFRS Accounting Standards as adopted by the EU and effective as of 31 December 2024. Zalaris also provides additional disclosures in accordance with requirements in the Norwegian Accounting Act.

The consolidated financial statements are based on the principles of historic cost, apart from financial instruments which are recognised at fair value. The consolidated financial statements have been prepared based on the going concern principle.

The consolidated financial statements are presented in Norwegian kroner (NOK).

All values are rounded to the nearest NOK thousand, except when otherwise indicated. The functional currency of Zalaris ASA is Norwegian kroner (NOK).

Materiality judgmentsThese financial statements aim to provide useful financial information which meets the common information needs of its primary users. Materiality judgments are necessary to meet this objective, and Zalaris has made such judgments related to recognition, measurement, presentation and disclosures. With reference to the complete set of financial statements, information is considered material if omitting, misstating or obscuring it could reasonably be expected to influence decisions taken by primary users based on the information provided. The materiality judgments are reassessed at each reporting date and updated based on changed facts and Zalaris specific circumstances.

Basis of consolidationThe 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 intra group balances and transactions have been eliminated upon consolidation. Accounting policies of subsidiaries are changed if necessary to ensure consistency with the policies adopted by the Group.

Consolidation of a subsidiary begins when the Group obtains control and ceases when the Group loses control. This means that income and expenses of subsidiaries acquired or disposed of are included in the consolidated statement of comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate. Total comprehensive income of subsidiaries is attributed to the owners of Zalaris ASA and to the non-controlling interests.

Foreign currency translationThe 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 currencyForeign 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.

Material accounting policiesAccounting policies according to the list below are included in the relevant notes to the consolidated financial statements:

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New and revised accounting standards and interpretationsThe following standards effective as of 1st January 2024 (or before) have been considered of the presentation of the accounts where applicable.

• Classification of Liabilities as Current or Non-current – Amendments to IAS 1 Non-current Liabilities with Covenants – Amendments to IAS 1

The following standards effective as of 1st January 2024 (or before) does not have any material implication for the Group, and hence had no effect on the figures presented as at 31 December 2024.

• Supplier finance arrangements – Amendments to IAS 7 and IFRS 7

• Lease Liability in a Sale and Leaseback – Amendments to IFRS 16

Standards issued but not yet effectiveStandards, 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.

• The effects of Changes in Foreign Exchange Rates – changes in IAS 21 (2025-01)

• Changes in IFRS 9 and IFRS 7 Disclosure of Financial Instruments (2026-01)

• IRFS 18 Presentation and Disclosure of Financial statements (2027-01)

• IFRS 19 Subsidiaries without Public Accountability – Disclosures (2027-01)

The relevant standards, changes and amendments will be implemented when effective.

Note 1 – Key sources of estimation uncertainty, judgements and assumptions

GeneralThe 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. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if it affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Key sources of estimation uncertaintyCustomer projectsA 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. The deferred costs are expensed evenly over the period the outsourcing services are provided and included in the line item “amortisation implementation costs customer projects”. Likewise, the income from prepayments from customers related to performance obligations are recognised after the same principles. The customer’s acceptance of startup signifies the recognition of the delivery and revenue is hence rendered from this date forward. Capitalised customer projects are tested at least annually for impairment.

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Geographic information

The Group's operations are carried out in several countries, and information regarding revenue based on geography is provided below. Information is based on the location of the entity generating the revenue, which, to a large extent, corresponds to the geographical location of the customers.

Revenue from external customers attributable to:

2024

2023

(NOK 1000)

MS

ZC

Total

as % of total

MS

ZC

Total

as % of total

Norway

246 075

1 050

247 125

18%

227 252

1 066

228 318

20%

Northern Europe, excluding Norway

412 400

2 130

414 530

31%

326 416

1 741

328 157

29%

Central Europe

305 494

240 208

545 702

41%

231 544

235 745

467 289

41%

UK & Ireland

38 700

47 437

86 137

6%

34 505

52 478

86 983

8%

APAC

12 848

35 352

48 200

4%

8 406

12 059

20 465

2%

Non-core (vyble)

-

4 587

4 587

0%

-

2 762

2 762

0%

Total

1 015 517

330 764

1 346 281

100%

828 123

305 851

1 133 974

100%

The Group has no customers, which accounts for more than 10% of the total revenue.

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Note 3 – Revenue from contracts with customers

Revenue from contracts with customers

Revenue from contracts with customers is recognised when control of the goods or services is transferred to the customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services.

The Group’s revenue consists of revenue from providing payroll and HR services, Managed Services, which also include cloud services. The other segment is Zalaris Consulting, which basically is consulting services.

Managed Services; the revenue from contracts related to outsourcing consists of a basic fixed fee and variable revenue based on a number of factors such as the number of employees, pay slips and expense claims produced. All the above-mentioned deliverables are highly interrelated and are therefore considered to not be separate identifiable, i.e. one performance obligation. Revenue from outsourcing contracts is also recognised over time, since the customer simultaneously receives and consumes the benefits provided by the Group.

Cloud services; a part of Managed Services, delivered by the Group may comprise of several deliverables (monthly services, hosting, licenses etc.) The hosting of program solutions is either on the Group’s platform or third-party platform. All the deliverables are highly interdependent and are therefore deemed to be one performance obligation. The revenue from cloud services is recognised over time, since the customer simultaneously receives and consumes the benefits provided by the Group.

Zalaris Consulting; the revenue 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.

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.

Disaggregated revenue information

The Group's revenue from contracts with customers has been disaggregated and presented in note 2.

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Contract balances

(NOK 1000)

Note

2024

2023

Trade receivables

12

291 862

262 690

Customer project assets

277 957

197 106

Customer project liabilities

(245 475)

(182 588)

Prepayments from customers

20

(24 554)

(15 993)

Trade receivables are non-interest bearing and are on general terms from 14 to 90 days credit. In 2024 NOK 1 308 thousand (NOK 308 thousand) was recognised as provision for expected credit losses on trade receivables.

Customer project assets are costs incurred on specific customers contracts, which will be used in satisfying performance obligations in the future, and that are recoverable. These are generally cost incurred in the implementation phase of customer contract for the delivery of BPO HCM services and is a prerequisite for being able to deliver these services. They are incurred from own employees, external consultants, and external suppliers. These costs are deferred and amortised evenly over the period the outsourcing services are provided.

Customer project liabilities are generally payments from customers specific to a given contract, to cover part of the costs for the implementation of the outsourcing contract.

The customer payments are recognised as revenue evenly as the Group fulfils the related performance obligations over the contract period.

Prepayments from customers comprise a combination of short- and long-term advances from customers. The short-term advances are typically deferred revenues related to smaller projects or change orders related to the system solution. The long-term liabilities relate to initial advances paid upon signing the contract. These advances are contracted to be utilised by the customer on either transformation projects, change orders, or other projects.

These advances are recognised as revenue when the work is performed on agreed projects If the contract expires, or is terminated, any unused amount becomes the property of Zalaris and is recognised as revenue by the Group.

Performance obligationsInformation related to the Group´s performance obligations and related revenue recognition is summarised below:

Movements in customer project assets through the period:

(NOK 1000)

2024

2023

Opening balance 1 January

197 106

135 359

Cost capitalised

121 153

89 272

Amortisation

(49 581)

(33 765)

Currency

9 279

6 240

Customer projects assets

277 957

197 106

Movements in customer project liabilities through the period:

(NOK 1000)

2024

2023

Opening balance 1 January

(182 588)

(103 745)

Revenue deferred

(96 050)

(104 139)

Revenue recognised

42 113

29 408

Currency

(8 950)

(4 113)

Customer project liabilities

(245 475)

(182 589)

Zalaris 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

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performance obligation is not deemed fulfilled, and revenue is only recognised when the hours later are utilised or on the last possible time of transfer of un-utilised hours to future periods.

Managed Services (Outsourcing and Cloud)

HR Outsourcing normally consists of services delivered on a regular basis. Typically, the deliverables for these contracts are payroll services where different variable elements are delivered. These may be salary calculation, payslip delivery, accounting reports, official statistics reporting, travel expense claims reimbursed, sick leave registration and reporting etc. All the deliverables are highly interrelated and therefore not capable to be distinct, i.e. one performance obligation. The performance obligation is satisfied over time, because the customer simultaneously receives and consumes the benefits provided by the Group. The Group recognises revenue based on the labour hours incurred.

Cloud services delivered by the Group comprise of several deliverables (hosting, licenses etc.), all the deliverables are highly interdependent and are therefore deemed to be one performance obligation. The revenue from the cloud services is recognised over time, since the customer simultaneously receives and consumes the benefits provided by the Group.

Transaction price

The transaction price is determined either by fixed agreed price per period for licenses and hosting services while for outsourcing and consulting the actual consumption, being manhours spent or customer employee transactions initiated, on agreed price per unit. The variable element of the contracts is typically not limited on customer-initiated transactions while transition and change projects can be limited. The transaction price is distributed over the time the services has been rendered.

All material contracts with the customers are for periods of one year or less or are billed based on time incurred or products or services delivered. As permitted under IFRS 15, the transaction price allocated to these unsatisfied contracts is not disclosed.

Note 4 – Personell expenses

Contract balances

(NOK 1000)

2024

2023

Salary

582 540

513 345

Bonus

31 512

23 359

Social security tax

99 239

80 252

Pension costs

27 366

24 782

Share based payments

12 325

11 589

Other personnel expenses

21 825

18 056

Capitalised to internal development projects

(13 832)

(6 847)

Capitalised to customer project assets

(86 197)

(74 691)

Total personnel expenses

674 778

589 845

* 2023 accounts are reclassified with vyble from discontinued to continued operations

2024

2023

Average number of employees

1 130

1 094

Average number of FTEs

1 049

1 007

*

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Note 5 – Pensions

Pension for employees in the Norwegian entities

The Group is required to have an occupational pension plan in accordance with the Norwegian law on mandatory occupational pension (“Lov om obligatorisk tjenestepensjon”). The Group’s pension plans satisfy the requirements of this law, and represent a defined contribution plan, with disability coverage. At the end of the year there were 129 (120) participants in this defined contribution plan and an AFP (avtalefestet pensjon)-scheme with 75 participants.

The pension expenses equal the calculated contribution for the year and were NOK 5.7 million (NOK 4.5 million). The scheme is administered by Storebrand.

The AFP-scheme is a defined benefit multi-employer plan which is financed through contributions that are determined by a percentage of the employee’s earnings. There is currently no reliable measure and allocation of liabilities and assets in the plan. The plan is accounted for as a defined contribution plan which means that the contributions are recognised as expenses with no provisions. The total cost for this scheme was NOK 0.7 million (NOK 0.7 million).

The premium paid during 2024 was 2.7% of salary between 1 G and 7.1 G. 1G equals NOK 124.0 thousand as of 31 December 2024 (NOK

118.6 thousand).

Pensions for other employees

Employees in Group companies outside Norway have pension plans in accordance with local practice and local legislation. There are 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 39 people at the end of the year. Finland has a defined contribution plan for all its employees, a total of 63 employees. Sweden has a defined contribution plan for all employees, a total of 60 employees. UK has a defined contribution plan for all employees, a total of 47 employees. Germany has defined contribution plan for 2 executive employees.

Total expenses recognised related to pension in 2024 amounted to NOK 27.3 million (NOK 24.8 million).

Note 6 – 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").

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 ass assumptions about them. The fair value of the RSUs is the weighted average share price at the grant date.

(NOK 1000)

2024

2023

Restricted Stock Unit costs

2 974

1 656

Employee share options costs

10 109

9 933

Accrued social security costs

10 336

3 014

Total recognised costs

23 419

14 603

Accrued payroll tax at the end of the period

10 685

1 816

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2024

2023

Number of options

WAEP (NOK)

Number of options

WAEP (NOK)

Outstanding at the beginning of the period

2 732 000

44.25

2 246 500

46.57

Granted

-

-

1 000 000

37.18

Exercised

(979 800)

56.15

(34 212)

35.04

Terminated

(7 000)

39.16

(340 800)

44.92

Expired

-

-

(139 488)

31.75

Outstanding at the end of the period

1 745 200

37.59

2 732 000

44.25

Exercisable at the end of the period

48 600

44.76

-

-

The range of exercise prices for options outstanding at the end of the year was NOK 34.43 to NOK 45.83.

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.

No options were granted during 2024.

The weighted average assumptions used

2024

2023

Expected volatility (%)

N/A

47.16

Risk-free interest rate (%)

N/A

3.19

Expected life of options (year)

N/A

3.25

Weighted average share price

N/A

41.21

Expected dividend

-

-

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 2024. As part of the program, Zalaris has sold 9,126 own shares to employees at a subscription price of NOK 63.61 per share for Norwegian employees and NOK 59.87 for non-Norwegian employees. The shares were transferred to the employees by March 2025. The subscription price was based on the volume-weighted average share price in the period between 9 December to 23 December 2024, less a 20 % discount. To receive the discount the shares have a 24-month lock-up period.

See Executive Remuneration Policy available at www.zalaris.com for detailed information on the Group’s share-based payment plan.

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Note 7 – Other operating expenses

(NOK 1000)

2024

2023

External consultants for customer projects

108 201

131 240

External services

61 180

50 410

IT and telecom

62 426

49 745

Office premises

13 593

(2 583)

Travel and accomodation

24 293

20 551

Freight, postage etc.

48 801

19 201

Marketing

10 417

8 858

Audit & Accounting

7 643

5 799

Other expenses

11 088

3 846

Total other operating expenses

347 642

287 067

* 2023 accounts are reclassified with vyble from discontinued to continued operations

Auditors fee

(NOK 1000)

2024

2023

Audit fee

4 845

3 814

Other attestation services

1 914

-

Fee for tax services

880

1 130

Other non-audit fees

384

555

Total

8 023

5 499

*

Note 8 – Property, Plant and Equipment

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.

(NOK 1000)

Land

Buildings

Furniture and fixtures

IT-

equipment

Total

Acquisition cost

At 1st January 2023

3 970

25 483

15 590

11 075

56 118

Additions of the year

-

-

1 451

2 874

4 325

Disposals of the year

-

-

(1 929)

(2 029)

(3 958)

Currency effects

254

1 633

806

766

3 459

At 31 December 2023

4 224

27 116

15 918

12 686

59 944

Additions of the year

-

-

5 102

3 154

8 256

Disposals of the year

(4 224)

(23 793)

(4 524)

(148)

(32 689)

Currency effects

-

(3 291)

820

790

(1 681)

At 31 December 2024

-

32

17 316

16 482

33 830

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Right-of-use assets

(NOK 1000)

Buildings

Equipment

Vehicles

Total

Acquisition cost

At 1 January 2023

74 229

545

9 793

84 567

Additions and adjustments

20 345

-

4 466

24 811

Disposals

(3 623)

-

(3 036)

(6 659)

At 31 December 2023

90 951

545

11 223

102 719

Additions and adjustments

46 232

96

875

47 203

Disposals

(13 181)

-

(5 861)

(19 042)

Currency changes

1 622

7

202

1 831

At 31 December 2024

125 624

648

6 439

132 711

Depreciation

At 1 January 2023

35 601

279

5 644

41 524

Depreciation

18 669

144

4 189

23 002

Currency

(3 623)

-

(3 036)

(6 659)

At 31 December 2023

50 647

423

6 797

57 867

Depreciation

22 736

144

2 860

25 740

Disposal

(12 405)

-

(5 861)

(18 266)

Currency

893

6

157

1 056

At 31 December 2024

61 871

573

3 953

66 397

Carrying amount at 31 December 2023

40 304

123

4 426

44 853

Carrying amount at 31 December 2024

63 753

75

2 486

66 313

(NOK 1000)

Buildings

Equipment

Vehicles

Total

Lease liabilities

(NOK 1000)

Buildings

Equipment

Vehicles

Total

Current

26 777

76

1 584

28 437

Non-current

40 654

4

883

41 541

Lease liabilities at 31 December 2024

67 431

80

2 467

69 978

(NOK 1000)

2024

2023

Interest expense included (in finance cost)

4 309

2 677

Operating expenses related to short-term leases

377

94

Operating expenses related to low value assets

64

65

Total cash outflows for leases

28 601

25 467

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Note 10 – Intangible assets

(NOK 1000)

Licenses and software

Internally developed software

Internally developed software under construction

Customer Relationships & Contracts

Goodwill

Total

Acquisition cost

At 1st January 2023

37 437

97 901

20 842

125 956

195 834

477 970

Additions of the year

353

6 247

22 942

-

-

29 542

Disposals of the year

(5 395)

(5 615)

-

-

-

(11 010)

Reclassifications

-

13 568

(13 568)

-

-

-

Currency effects

1 699

887

192

8 773

13 609

25 160

At 31 December 2023

34 094

112 988

30 408

134 729

209 443

521 662

Additions of the year

8 162

1 768

17 949

-

-

27 879

Disposals of the year

(3 718)

(1 068)

-

-

-

(4 786)

Reclassifications and reclassification held for sale

-

18 721

(18 721)

-

-

-

Currency effects

1 396

715

779

12 441

12 709

28 040

At 31 December 2024

39 934

133 124

30 415

147 170

222 152

572 795

Amortisation

At 1st January 2023

36 497

64 290

-

62 209

-

162 996

Disposals of amortisation

(5 395)

(1 799)

-

-

-

(7 194)

This year's ordinary amortisation

708

16 669

-

15 289

-

32 666

Currency effects

1 637

1 448

-

2 540

-

5 625

At 31 December 2023

33 447

80 608

-

80 038

-

194 093

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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 margin (MS 20.0% and ZC 12%)

• Discount rate (MS 10.5 % and ZC 9.5%)

Discount rates represent the current market assessment of the risks, taking into consideration the time value of money and individual risks of the underlying assets that have not been incorporated in the cash flow estimates. The discount rate calculation is based on the specific circumstances of the Group and its operating segments and is derived from its weighted average cost of capital (WACC). The WACC considers both debt and equity. The cost of equity is derived from the expected return on investment by the Group’s investors. The cost of debt is based on the interest-bearing borrowings the Group is obliged to service. The beta factor is evaluated

annually based on publicly available market data and is the same for all segments.

A conservative growth assumption of 1.5% is applied for the terminal value, which is slightly below the inflation targets for the markets in which the Group operates.

A headroom sensitivity analysis has been carried out, which indicates sensitivity to changes in WACC and operating profit. The range is +/-20% in EBITDA and +/-2% in WACC.

2024

Managed Services Headroom sensitivity analysis in NOK million

Weighted average cost of capital

Percentage change in EBITDA

8.5%

9.5%

10.5%

11.5%

12.5%

-20.0%

1 130

907

735

596

483

-10.0%

1 477

1 211

1 005

839

704

0.0%

1 824

1 515

1 275

1 082

925

10.0%

2 171

1 819

1 545

1 326

1 146

20.0%

2 518

2 123

1815

1 569

1 367

Zalaris Consulting

Headroom sensitivity analysis in NOK million

Weighted average cost of capital

Percentage change in EBITDA

7.5%

8.5%

9.5%

10.5%

11.5%

-20.0%

237

180

137

104

78

-10.0%

309

242

191

152

120

0.0%

380

303

245

199

163

10.0%

452

364

298

247

206

20.0%

523

425

352

295

249

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141

2023

Managed Services Headroom sensitivity analysis in NOK million

Weighted average cost of capital

Percentage change in EBITDA

8.1%

9.1%

10.1%

11.1%

12.1%

-20.0%

812

630

490

379

290

-10.0%

1 099

878

710

576

468

0.0%

1 385

1 127

929

773

646

10.0%

1 672

1 376

1 149

969

824

20.0%

1 958

1 625

1 369

1 166

1 002

Zalaris ConsultingHeadroom sensitivity analysis in NOK million

Weighted average cost of capital

Percentage change in EBITDA

7.4%

8.4%

9.4%

10.4%

11.4%

-20.0%

332

260

206

165

132

-10.0%

417

332

270

221

182

0.0%

501

405

333

277

232

10.0%

586

477

396

333

283

20.0%

671

549

459

389

333

Note 11 – Finance income and finance expenses

(NOK 1000)

2024

2023

Interest income on bank accounts and receivables

4 606

2 448

Currency gain

4 188

5 902

Other financial income

1 799

147

Finance income

10 593

8 497

Interest expense on financial liabilities measured at amortised cost

43 219

38 317

Currency loss

7 440

36 690

Interest expense on leasing

4 003

2 677

Other financial expenses

4 523

5 502

Finance expenses

59 185

83 186

Unrealised foreign exchange profit/(loss)

(15 604)

61

Net financial items

(64 196)

(74 628)

* 2023 accounts are reclassified with vyble from discontinued to continued operations

All borrowing costs, except borrowing costs directly attributable to acquisitions, 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 13.

*

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Amortised cost of capitalised borrowing costs is calculated by considering any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit or loss. Gains and losses are recognised in profit or loss when the liabilities are derecognised as well as through the EIR amortisation process.

Note 12 – Interest-bearing loans and borrowings

(NOK 1000)

2024

2023

Financial institution

Agreement

Maturity

Duration

Interest rate

non-current

current

Total

non-current

current

Total

Oslo Stock Exchange

Bond loan

Mar 2028

5 years

see below*

463 711

-

463 711

439 205

-

439 205

Commerzbank, Bank**

Bank loan

Dec 2031

14 years

1.3%

-

-

-

-

10 506

10 506

De Lage Landen Finans

Leasing

Jan 2028

5 years

7.05%

498

251

749

759

251

1 010

AHAG Vermögensverwaltung GmbH

Minority share loan

Mar 2025

5 years

0.00%

-

4 759

4 759

-

-

-

Interest-bearing debt and borrowings

464 209

5 010

469 219

439 964

10 757

450 721

* Interest is EURBOR 3 months + 5.25%

** Zalaris Deutschland GmbH entered a loan agreement with Commerzbank in March 2017 related to the financing of the office building in Leipzig. This was fully repaid in February 2024.

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Total loans

(NOK 1000)

2024

2023

Lease

Interest-bearing debt and borrowings

Total

Lease

Interest-bearing debt and borrowings

Total

At 1 January 2024

47 054

450 721

497 775

50 110

380 584

430 694

Additions

55 554

4 759

60 313

16 909

439 736

456 645

Payments 2024

(32 604)

(10 995)

(43 338)

(22 790)

(400 547)

(423 337)

Currency changes

(26)

24 734

24 447

2 825

30 948

33 773

At 31 December 2024

69 978

469 219

539 197

47 054

450 721

497 775

The Group’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts. The measurement of financial liabilities depends on their classification. Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period to get ready for its intended use or sale are capitalised and amortised over borrowing period.

Financial liabilities at amortised cost (loans and borrowings) is the category most relevant to the Group. After initial recognition, interest-bearing loans and borrowings are initially and then subsequently measured at amortised cost using the EIR method.

There are not issued any guarantees from the parent company on behalf of the Company against third parties. For leasing liabilities relating to right-of-use assets, see note 9.

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Note 13 – Financial instruments

Financial instruments by category

2024

Financial assets at amortized cost

Fair value through profit or loss

Financial liabilities at amortized cost

Total book value

(NOK 1000)

Financial assets

Trade accounts receivable

291 862

291 862

Other short-term receivables

65 572

65 572

Cash and cash equivalents

221 751

221 751

Total

579 185

-

-

579 185

Financial liabilities at amortized cost

Borrowings, short term

5 010

5 010

Borrowings, long term

464 210

464 210

Trade accounts payables

42 736

42 736

Other short-term debt

143 223

143 223

Total

-

-

655 179

655 179

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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 2024 the Company has a Euro-based bond loan of EUR 40 million. As at 31 December 2024 the Company had an unrealised currency loss amounting to NOK 20.8 million related to this loan. Except for this, the Group has limited exposure to currency risk from assets and liabilities recognised as of 31 December 2024 that are denominated in currencies other than the functional currency of the Group entities. As of 31 December 2024 the Group has currency exposure from EUR, DKK, INR, SEK, GBP, HUF, PLN, CZK, AUD and SGD. It is mainly the EUR exchange rate that constitutes a currency risk for the Company. A +/-5% negative change in the exchange rate of EUR would have resulted in a finance loss pre-tax of approximately NOK 23.6 million, with most of the potential gain/(loss) related to the EUR 40 million bond loan.

The following table shows effect in NOK of change of +/- 5% on cash balances in each currency held at year end.

Currency change effect

Per 31 December 2024

(1000)

Local currency

Exch rate

NOK

Effect in NOK of +/- 5% change

GBP

4 665

14.22

66 366

+/- 3 318

SEK

32 494

1.02

33 424

+/- 1 671

DKK

18 436

1.58

29 141

+/- 1 457

PLN

4 137

2.75

11 405

+/- 570

Other currencies

20 925

+/- 304

NOK

60 490

1

60 490

+/- 286

Total

NOK

221 751

+/- 8 063

(1000)

EUR

Exch rate

NOK

Effect in NOK of +/- 5% change

Bond loan

40 000

11.78

471 517

+/- 23 576

Total

NOK

471 517

+/- 23 576

Credit Risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its financing activities, including deposits with banks and financial institutions, derivatives, debt instruments and account receivables. The counterparty to the cash and cash equivalents and deposits banks which are assessed to be solid.

Trade Receivables and Contract Assets

Customer credit risk is managed by each business unit subject to the Group’s established policy, procedures and control relating to customer credit risk management. Credit quality of a customer is assessed based on a credit rating scorecard and individual credit limits are defined in accordance with this assessment. Outstanding customer receivables and contract assets are regularly monitored. The Group has a customer portfolio of well-known companies and has had low credit losses (Note 16).

An impairment analysis is performed at each reporting date using a provision matrix to measure expected credit losses. The provision rates are based on days past due for groupings of various customer segments with similar loss patterns (i.e., by geographical region, product type, customer type and rating, and coverage by letters of credit or other forms of credit insurance). The calculation reflects the probability-weighted outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of future economic conditions. Generally, trade receivables are written off if past due for more than one year and are not subject to enforcement activity. The Group does not hold collateral as security. The Group evaluates the concentration of risk with respect to trade receivables and contract assets as low, as its customers are in several jurisdictions and industries and operate in largely independent markets.

Liquidity risk

Liquidity risk is the risk of being unable to pay financial liabilities as they fall due. The Group’s approach to managing liquidity risk is to ensure that it will always have enough liquidity to meet its financial liabilities as they fall due, under normal as well as extraordinary circumstances, without incurring unacceptable losses or risking damage to the Group’s reputation.

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Prudent liquidity risk management implies maintaining enough cash and the availability of appropriate funding. The group has for the majority of its customers 30 days payment terms although in some exceptional customers may have up to 90 days payment terms.

The table below details the contractual maturities for the Group’s financial liabilities. The tables do not include interest payments. The contractual amounts were estimated based on the closing exchange rates at balance sheet date.

Per 31 December 2024

(NOK 1000)

Less than 3 months

3 to 12 months

1 to 5 years

6 to 10 years

Total

Borrowings, long term

464 210

464 210

Borrowings, short term

389

4 621

5 010

Trade creditors and other short term liabilities

67 290

118 669

185 959

Leasing IFRS 16

6 964

20 839

40 484

1 691

69 978

Total liabilities

74 642

144 129

504 694

1 691

725 157

Per 31 December 2023

(NOK 1000)

Less than 3 months

3 to 12 months

1 to 5 years

6 to 10 years

Total

Borrowings, long term

439 964

439 964

Borrowings, short term

370

10 387

10 757

Trade creditors and other short term liabilities

54 152

92 822

146 974

Leasing IFRS 16

7 238

9 653

26 950

3 214

47 055

Total liabilities

61 760

112 862

466 914

3 214

644 750

Capital management

A key objective in relation to capital management is to ensure that the Company maintains a sufficient capital structure to support its business development and to maintain a strong credit rating. The Company evaluates its capital structure considering current and projected cash flows, potential new business opportunities and the Group’s financial commitments.

The Company has a long-term equity ratio target of between 25 – 30%. The equity ratio as of 31 December 2024 was 19.8% (18.3%).

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.

To maintain or adjust the capital structure, the Company may issue new shares or obtain new loans.

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Note 14 – Income taxesIncome taxIncome 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 in other comprehensive income or directly in equity where it is then presented. Items of the other comprehensive income presented net of related tax effects in the Statement of Other Comprehensive Income.

Income tax expense:

(NOK 1000)

2024

2023

Tax paid / payable

(14 913)

(8 763)

Changes in deferred taxes

(1 096)

20 309

Tax expense

(16 009)

11 546

Effective tax rate:

(NOK 1000)

2024

2023

Ordinary profit before tax

49 457

(14 508)

Tax at Zalaris ASA's statutory tax rate of 22 %

(10 881)

3 192

Effect of different tax rates and impact of changes in rates and legislation

(653)

(1 383)

Non tax deductible costs and other permanent differences

(2 619)

(66)

Losses not recognised as deferred tax assets

54

9 738

Adjustments in respect of prior years and other adjustments

(1 910)

65

Tax expense

(16 009)

11 546

Effective tax rate

32.4%

79.6%

Tax payable in balance sheet:

(NOK 1000)

2024

2023

Calculated tax payable

5 476

4 537

Total income tax payable

5 476

4 537

Specification of temporary differences basis for deferred tax:

(NOK 1000)

2024

2023

Property, plant, equipment and immaterial assets

87 671

119 428

Other differences

(2 582)

(5 942)

Tax losses carry forward

(187 535)

(199 087)

Total temporary differences

(102 445)

(85 601)

Deferred tax:

(NOK 1000)

2024

2023

Total deferred tax assets

45 409

52 065

Total deferred tax liability

22 383

27 418

Net recognised deferred tax/(liability)

23 026

24 647

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 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.

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The Group has tax losses, which have arisen in Norway, of NOK 148.1 million as of 31 December 2024 that has no expiration date (NOK 166.8 million).

Note 15 – Earnings per shareThe 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 2024 and 31 December 2023 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 payment programs. The calculation 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 following table reflects the income and share data used in the basic and diluted EPS calculations:

(NOK 1000)

2024

2023

Net profit/(loss) attributable to ordinary equity holders of the parent

33 758

(1 752)

Weighted average number of shares

21 681 664

21 645 209

Weighted average diluted number of shares

24 055 812

24 513 872

Basic earnings per share (NOK)

1.56

(0.08)

Diluted earnings per share

1.40

(0.08)

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.

There have been no transactions involving ordinary shares or potential ordinary shares between the reporting date and the date of authorisation of these financial statements.

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Note 16 – Trade accounts receivable

(NOK 1000)

2024

2023

Gross trade accounts receivable

293 445

263 058

Provisions for losses

(1 583)

(368)

Trade accounts receivable

291 862

262 690

Losses on trade accounts receivable are classified as other operating expenses in the income statement. See note 13 for assessment of credit risk.

Movements in the provision for loss are as follows:

2024

2023

Opening balance

(368)

(125)

Provision of the year

(1 308)

(308)

Realised loss this year

93

65

Closing balance

(1 583)

(368)

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

233 200

53 620

5 032

1 170

423

293 445

Expected credit losses

0.02%

2.86%

0.10%

0.11%

0.11%

Expected credit loss allowance

43

1 533

5

1

0

1 583

Details on the credit risk concerning trade accounts receivable are given in note 13.

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.

As Zalaris does not have trade receivable with terms longer than one year there are no significant financing component in the accounts receivables as defined by IFRS 15 – Revenue from Contracts with customers.

The Group had the following trade accounts receivable due, but not paid or written off:

(NOK 1000)

Total

Not due

<30 d

30-60d

60-90d

>90d

31 December 2024

291 863

232 266

53 605

4 251

1 178

563

31 December 2023

262 694

186 178

62 227

5 882

3 668

4 740

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Further, according to IFRS 9, Zalaris recognises a loss allowance based on lifetime ECLs (Expected Credit Loss) after the simplified approach when 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 assessment of the correlation between historical observed default rates, forecast economic conditions and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of forecast economic conditions. The Group’s historical credit loss experience and forecast of economic conditions may also not be representative of the customer’s actual default in the future.

Note 17 – Other current assets

(NOK 1000)

2024

2023

Advances to employees

1 566

1 168

Prepaid rent

756

1 784

Prepaid hardware

3 415

1 585

Prepaid software

4 358

3 038

Prepaid insurance

1 555

1 081

Prepaid other expenses

1 299

466

Prepaid maintenance and service

621

280

Prepaid travel/entertainment cost

683

-

Accrued income

34 227

18 928

Public duties and taxes

-

8 112

Deposit accounts

10 170

9 039

Other receivables

6 922

601

Total other short-term receivables

65 572

46 082

Note 18 – Cash and cash equivalents and short term deposits

Cash and cash equivalents

(NOK 1000)

2024

2023

Cash in hand and at bank - unrestricted funds

218 341

131 630

Employee withheld taxes - restricted funds

3 410

4 092

Cash and cash equivalents in the balance sheet continuing operations

221 751

135 722

Cash discontinuing operation

-

248

Cash and cash equivalents in the balance sheet continuing and discontinuing operations

221 751

135 970

Short-term deposits

(NOK 1000)

2024

2023

Customer deposits

2 751

49

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.

The Group pays salaries on behalf of a few of its customers. For this purpose, separate deposit accounts are established. These deposits accounts are not recognised in the Group’s balance sheet. The table to the left provides information about the total balance of these deposit accounts.

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Note 19 – Share capital and shareholder information

Shares

2024

2023

Shares - nominal value NOK 0,10

22 135 279

22 135 279

Total number of shares

22 135 279

22 135 279

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 15.

The major shareholders at 31 December 2024 are:

Shareholder

Number of shares:

% of total

Norwegian Retail AS

2 891 482

13.06%

Verdipapirfondet Alfred Berg Gamba

2 106 346

9.52%

Danske Bank A/S

1 485 417

6.71%

Verdipapirfondet DNB Smb

1 343 824

6.07%

J.P. Morgan SE

1 327 608

6.00%

Codee Holding AS

1 110 735

5.02%

Vestland Invest AS

950 659

4.29%

J.P. Morgan SE

772 759

3.49%

VPF DNB Norge Selektiv

700 249

3.16%

Skandinaviska Enskilda Banken AB

653 734

2.95%

AS Mascot Holding

430 026

1.94%

Harlem Food AS

386 837

1.75%

Ølja AS

366 261

1.65%

Skandinaviska Enskilda Banken AB

300 000

1.36%

Taconic AS

262 040

1.18%

BSN AS

240 000

1.08%

A/S Skarv

225 000

1.02%

BNP Paribas

223 217

1.01%

Shares owned by the Company

449 844

2.03%

Others

5 909 241

26.70%

Total

22 135 279

100.00%

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Equity and dividend

The board proposes to pay a dividend for 2024 of NOK 0.90 per outstanding share, which amounts to NOK 19.5 million, to be paid to the shareholders of the parent company.The Company has not accrued for the proposed dividend for 2024. No dividend was paid for the financial year 2023.

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.

Note 20 – Other short-term liabilities

(NOK 1000)

2024

2023

Prepayments from customers*

24 554

15 993

Wages, holiday pay and bonus

36 341

31 567

Accrued expenses and other current liabilities

82 328

61 255

Total

143 223

108 815

* 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.

Note 21 – Transactions with related parties

a) Purchase from related parties

Related Party

Transaction

2024

2023

Rayon Design AS*

Management Services

1 369

1 566

Total

1 369

1 566

* Hans-Petter Mellerud, CEO of Zalaris ASA, owns 40% of the shares in Rayon Design AS.

b) Remuneration to senior group management and the board

(NOK 1000)

2024

2023

Short-term benefit

17 350

15 060

Pension benefits

867

813

Share-based payment

3 195

7 977

Total

21 412

23 850

Further details can be found in the annual remuneration report for 2024 published on www.zalaris.com

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Note 22 – Overview of subsidiaries

The following subsidiaries are included in the consolidated accounts:

Company

Country

Ownership/Voting share

vyble GmbH

Germany

90%

Zalaris Australia Pty Ltd

Australia

100%

Zalaris Česká Republika s.r.o.

Czechia

100%

Zalaris Deutschland GmbH

Germany

100%

Zalaris France SAS

France

100%

Zalaris HR Services Denmark A/S

Denmark

100%

Zalaris HR Services España SL

Spain

100%

Zalaris HR Services Estonia

Estonia

100%

Zalaris HR Services Finland OY

Finland

100%

Zalaris HR Services India Pvt Ltd

India

100%

Zalaris HR Services Ireland Ltd

Ireland

100%

Zalaris HR Services Latvia SIA

Latvia

100%

Zalaris HR Services Lithuania UAB

Lithuania

100%

Zalaris HR Services Norway AS

Norway

100%

Zalaris HR Services Sverige AB

Sweden

100%

Zalaris Magyarország Kft

Hungary

100%

Zalaris Polska Sp Z.o.o

Poland

100%

Zalaris Retail Services & Solutions GmbH

Germany

100%

Zalaris Singapore Pte Ltd

Singapore

100%

Zalaris UK Ltd

UK

100%

Note 23 – Discontinued operation

In 2022, the Group started a process to reduce its ownership in vyble GmbH (“vyble”), a subsidiary in which the Group has a 90 % ownership, classifying it as held for sale and a discontinued operation. Despite discussions with potential buyers, no offers met Zalaris' expectations. Hence, following IFRS's limitation on period it could be held for sale, it was incorporated in the accounts in 2024. During this period, the company has

Consolidated statement of profit or loss

Reclassified

Published

Effect of reclassification

(NOK 1000)

2023

2023

2023

Revenue

1 133 971

1 131 209

2 762

Operating expenses

License expense

103 231

99 527

3 704

Personell expenses

589 845

584 324

5 521

Other operating expenses

287 068

284 751

2 317

Depreciation and impairments

4 272

4 269

3

Depreciation right-of-use assets

23 002

23 002

-

Amortisation intangible assets

32 666

31 068

1 598

Amortisation implementation costs customer projects

33 765

33 765

-

Total operating expenses

1 073 850

1 060 707

13 143

Operating profit

60 122

70 503

(10 381)

been restructured and operating expenses significantly reduced. The process was in 2024 put on hold and the financial statements for 2023 have been reclassified accordingly. vyble GmbH that delivers services to the SME marked is reported separately in the segment report.The reclassification for the year of 2023 are as follows:

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Consolidated statement of profit or loss

Reclassified

Published

Effect of reclassification

(NOK 1000)

2023

2023

2023

Financial items

Financial income

8 557

8 557

-

Financial expense

(83 186)

(82 781)

(405)

Net financial items

(74 630)

(74 225)

(405)

Profit/(loss) before tax from continuing operations

(14 508)

(3 722)

(10 786)

Tax expense

11 546

9 173

2 373

Profit/(loss) for the period from continuing operations

(2 962)

5 451

(8 414)

Profit/(loss) after tax for the year from discontinued operations

-

(8 414)

8 414

Profit/(loss) for the year

(2 962)

(2 962)

-

Profit attributable to:

- Owners of the parent

(1 752)

(2 121)

368

- Non-controlling interests

(1 210)

(841)

(369)

Earnings per share:

Basic earnings per share (NOK)

(0.08)

(0.14)

0.06

Diluted earnings per share (NOK)

(0.08)

(0.14)

0.06

Earnings per share for continuing operations:

Basic earnings per share (NOK)

-

0.25

(0.25)

Diluted earnings per share (NOK)

-

0.22

(0.22)

Consolidated statement of comprehensive income

Reclassified

Published

Effect of reclassification

(NOK 1000)

2023

2023

2023

Profit for the period

(2 962)

(2 962)

-

Other comprehensive income

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

Currency translation differences

29 760

29 760

-

Total other comprehensive income

29 760

29 760

-

Total comprehensive income

26 798

26 798

-

Total comprehensive income attributable to:

- Owners of the parent

28 009

27 640

369

- Non-controlling interests

(1 210)

(841)

(369)

Note – 24 Events After the Balance Sheet Date

There have been no events after the balance sheet date which have had a material effect on the issued accounts.

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5.2 Financial statement for 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.

Zalaris ASA Income statement

(NOK 1000)

Note

2024

2023

Revenue

1 342

934

Other revenue

1

339 324

262 299

Total Revenue

340 666

263 233

Operating expenses

License costs

63 010

54 953

Personell expenses

2

47 755

42 240

Other operating expenses

3,5

167 268

124 554

Amortisation intangible assets

5

14 219

14 466

Depreciation and impairments

6

431

344

Total operating costs

292 683

236 557

Operating profit

47 983

26 677

Financial items

Financial income

7

50 326

127 531

Financial expenses

7

(54 882)

(89 402)

Unrealised foreign currency loss

7

(17 375)

2 120

Net financial items

(21 931)

40 249

Ordinary profit before tax

26 052

66 926

Income tax expense

Tax expense/(income) on ordinary profit

8

4 537

(13 760)

Total tax expense/(income)

4 537

(13 760)

Profit for the year

21 515

80 686

Attributable to:

Other Equity

21 515

80 685

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BALANCE SHEET

(NOK 1000)

Note

31 Dec 2024

31 Dec 2023

Non-current liabilities

Interest-bearing loans and borrowings

13

464 209

439 964

Total long-term debt

464 209

439 964

Current liabilies

Trade accounts payable

14

16 829

7 960

Interest-bearing loans

13,15

251

251

Interest-bearing loans group companies

13,15

120 390

48 854

Short-term debt to group companies

14

18 182

18 777

Public duties payable

8 865

3 628

Other short-term debt

15

20 478

20 426

Total short-term debt

184 995

99 896

Total liabilities

649 204

539 860

TOTAL EQUITY AND LIABILITIES

781 203

649 277

Oslo, 11 April 2025

This document is signed electronically

Adele Norman Pran Chair of the Board

Jan M. Koivurinta Board Member

Liselotte Hägertz Engstam Board Member

Erik Langaker Board Member

Hans Petter Mellerud Chief Executive Officer

Kenth Eriksson Board Member

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Zalaris ASA

Statement of cash flows

(NOK 1000)

2024

2023

Cash flows from operating activities

Ordinary profit before tax

26 052

66 925

Net financial items

21 931

(53 147)

Amortisation and depreciation

14 650

14 810

Changes in trade accounts receivable and payables

8 501

(10 381)

Changes in other accruals

(56 010)

(48 529)

Share based payment program

7 845

7 473

Interest received

29 102

17 662

Interest paid

(53 423)

(45 600)

Net cash flows from operating activities

(1 352)

(50 787)

Cash flows from investing activities

Investments in Intangible assets and property, plant and equipment

(26 781)

(14 316)

Purchase and investment in subsidiary

(9)

-

Long term loans subsidiaries

(42 632)

(5 466)

Net cash flows from investing activities

(69 422)

(19 782)

Cash flows from financing activities

Group contribution and dividends from subsidiaries

43 111

106 567

Own shares

779

881

(NOK 1000)

2024

2023

New loan

-

438 948

Repayment of borrowings

(261)

(398 140)

Revolving credit

71 536

(65 058)

Net cash flows from financing activities

115 165

83 197

Net changes in cash and cash equivalents

44 392

12 628

Net foreign exchange difference

742

4 450

Cash and cash equivalents at the beginning of the year

75 228

58 150

Cash and cash equivalents at the end of the year

120 362

75 228

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Zalaris ASA

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 01.01.2023

2 214

(55)

141 898

10 037

154 096

(137 820)

16 276

Income for the year

80 685

80 685

Share based payments

7 473

7 473

7 473

Settlement of share based payments

4 102

4 102

4 102

Exercise of share based payments

1

130

(131)

-

-

Sale of own shares

5

1 016

1 021

(140)

881

Equity at 31.12.2023

2 214

(49)

143 045

21 481

166 692

(57 274)

109 417

Income for the year

21 515

21 515

Share based payments

7 845

7 845

7 845

Share based payments subsidiaries

(7 556)

(7 556)

(7 556)

Exercise of share based payments

4

912

(370)

546

234

779

Equity at 31.12.2024

2 214

(45)

143 956

21 400

167 525

(35 525)

132 000

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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 2024 were approved in a board meeting on 11 April 2025.

The basis for the preparation of the financial statements

The financial statements of Zalaris ASA for the accounting year 2024 have been prepared in accordance with the Norwegian Accounting act and generally accepted accounting principles in Norway (“NGAAP”).

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 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

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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 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 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.

Profit distribution

This years profit will be distributed to free equity.

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Note 1 – 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 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 Group's technology platform and payroll solution, PeopleHub, and providing this to customers throughout the Zalaris group companies. The Company also provides shared services, such as accounting, HR and internal IT, as well as treasury services to group companies. The key management in the Company is the chief decision maker in the Group. The investing activities comprise total expenses in the period for the acquisition of assets that have an expected useful life of more than one year.

Geographic information

The Company is delivering services to its subsidiaries in different countries in the Nordic, Baltic and Poland, Germany, UK, Ireland and Asia, and information regarding revenue based on geography is provided below.

(NOK 1,000)

as % of total

2024

as % of total

2023

Norway

37.4%

127 522

42.6%

112 089

Sweden

13.7%

46 535

15.3%

40 182

Germany

17.5%

59 526

8.4%

22 150

Denmark

9.5%

32 454

9.5%

25 136

Finland

7.3%

24 832

9.1%

24 021

UK

3.6%

12 245

4.7%

12 322

Poland

3.5%

11 848

5.2%

13 762

Latvia

2.8%

9 692

2.0%

5 317

Australia

1.9%

6 572

0.7%

1 773

Lithuania

0.8%

2 787

0.9%

2 357

Ireland

0.7%

2 369

0.8%

1 983

Singapore

0.5%

1 622

0.2%

580

Spain

0.4%

1 274

0.2%

406

Other

0.4%

1 388

0.4%

1 155

Total

100.0%

340 666

100.0%

263 233

Contents

In brief

Governance

Summary of 2024

Sustainability statements

Financial statements

Shareholder information

APM

164

Note 2 – Personnel expenses

(NOK 1,000)

2024

2023

Salary

32 921

27 301

Social security tax

8 856

5 888

Share based payments

7 845

7 473

Pension costs (see note 12)

1 940

1 301

Capitalised development expenses

(15 589)

(8 779)

Other expenses

11 782

9 056

Total personnel costs

47 755

42 240

2024

2023

Average number of employees

22

23

Average number of FTE

20

22

See note 4 for transactions with related parties.

Pensions

The Company is required to have an occupational pension plan in accordance with the Norwegian law on required occupational pension (“lov om obligatorisk tjenestepensjon”). The Company’s pension plan satisfies the requirements of this law, and represent a defined contribution plan, with disability coverage. At the end of year

there were 23 participants (22) in this defined contribution plan.

Expenses equal this year’s calculated contribution and amount to NOK 1.9 million (NOK 1.3 million). The plan is administered by Storebrand.

Note 3 – Other operating expenses

(NOK 1,000)

2024

2023

External services

104 213

75 908

IT services and telecom

46 778

35 303

Office premises

4 827

4 903

Travel and transport

1 254

1 180

Postage and freight

3 100

1 260

Other expenses

7 096

6 000

Total other operating expenses

167 268

124 554

Auditors fee

(NOK 1000)

2024

2023

Auditor fee

3 312

2 765

Other attestation services

1 914

1 100

Fee for tax services

844

-

Other fees

3

-

Total, excl VAT

6 073

3 865

Contents

In brief

Governance

Summary of 2024

Sustainability statements

Financial statements

Shareholder information

APM

165

Note 4 – Transactions with related parties

(NOK 1,000)

Transaction

2024

2023

Rayon Design AS1)

Management services

1 369

1 566

Total

1 369

1 566

1) Hans-Petter Mellerud, CEO of Zalaris ASA, owns 40% of the shares in Rayon Design AS.

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

Note 5 – Other intangible assets

(NOK 1,000)

Licenses and software

Internally developed software

Internally developed software under construction

Total

Acquisition cost

Accumulated 1 January 2023

10 459

81 457

11 836

103 751

Additions of the year

-

6 144

7 911

14 054

Internal AUC reclassified

-

8 998

(8 998)

-

Accumulated 31 December 2023

10 459

96 598

10 749

117 806

Additions of the year

-

11 540

14 924

26 465

Disposals

(470)

(1 068)

-

(1 538)

Internal AUC reclassified

-

5 726

(5 726)

-

Accumulated 31 December 2024

9 989

112 796

19 947

142 732

Amortisation

Accumulated 1 January 2023

10 317

53 279

-

63 596

This year's ordinary amortisation

126

14 340

-

14 466

Accumulated 31 December 2023

10 443

67 619

-

78 062

This year's ordinary amortisation

16

14 203

-

14 219

Disposals of amortisation

(470)

(1 068)

-

(1 538)

Accumulated 31 December 2024

9 989

80 754

-

90 743

Book value at 31 December 2023

16

28 979

10 749

39 743

Book value at 31 December 2024

-

32 042

19 947

51 989

Useful life

5-10 years

5 years

N/A

Depreciation method

linear

linear

Contents

In brief

Governance

Summary of 2024

Sustainability statements

Financial statements

Shareholder information

APM

166

Note 6 – Property, plant and equipment

(NOK 1,000)

Furniture and fixtures

IT-equipment

Total

Acquisition cost

Accumulated 1 January 2023

774

544

1 318

Additions of the year

202

60

262

Disposals of the year

-

(30)

(30)

Accumulated 31 December 2023

976

574

1 550

Additions of the year

-

316

316

Disposals of the year

-

(50)

(50)

Accumulated 31 December 2024

976

840

1 816

Depreciations

Accumulated 1 January 2023

83

168

251

This year's ordinary depreciation

176

168

344

Disposals of the year

-

(30)

(30)

Accumulated 31 December 2023

259

306

565

This year's ordinary depreciation

205

226

431

Disposals of the year

-

(50)

(50)

Accumulated 31 December 2024

464

482

946

Book value at 31 December 2023

716

270

986

Book value at 31 December 2024

511

360

870

Note 7 – Financial items

(NOK 1,000)

2024

2023

Interest income on bank accounts and receivables

29 102

17 662

Group contribution

11 306

7 718

Dividend received

7 521

98 849

Foreign exchange gains

2 397

3 302

Finance income

50 326

127 531

Interest expenses

53 423

45 600

Foreign exchange loss

1 655

28 784

Impairment subsidiaries

-

11 242

Other financiel expenses

(196)

3 776

Finance expenses

54 882

89 402

Unrealised foreign currency gain/(loss)

(17 375)

2 120

Net financial items

(21 931)

40 249

Contents

In brief

Governance

Summary of 2024

Sustainability statements

Financial statements

Shareholder information

APM

167

Note 8 – Income taxes

Income tax expense:

(NOK 1,000)

2024

2023

Changes in previous years

449

-

Changes in deferred taxes

4 088

(13 760)

Tax expense/income

4 537

(13 760)

Tax payable in balance sheet:

(NOK 1,000)

2024

2023

Ordinary profit before tax

26 052

66 925

Permanent differences

(7 473)

13 640

Dividend from subsidiaries

-

(98 849)

Change in temporary differences

(19 111)

(23 484)

Basis for tax payable

(532)

(41 768)

Tax payable

-

-

Reconciliation of effective tax rate:

Ordinary profit before tax

26 052

66 925

Calculated tax

5 731

14 724

Other permanent differences

(1 195)

(18 746)

Deferred tax capitalised

-

(9 738)

Tax expense

4 536

(13 760)

Effective tax rate

17%

-21%

Specification of tax effects of temporary differences:

(NOK 1,000)

2024

2023

Property, plant and equipment

9 437

8 195

IFRS amortisation loan

7 806

10 208

Tax losses carry forward

(165 488)

(185 193)

Total temporary differences

(148 205)

(166 790)

Total deferred tax assets

(32 600)

(36 694)

Net deferred tax

(32 600)

(36 694)

Contents

In brief

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Summary of 2024

Sustainability statements

Financial statements

Shareholder information

APM

168

Note 9 – Overview of subsidiaries

Company

Consolidated

Location

Ownership

Zalaris Australia Pty Ltd

01/12/22

Sydney

100%

Zalaris Česká Republika s.r.o.

07/08/24

Prague

100%

Zalaris Deutschland GmbH

18/05/17

Henstedt-Ulzberg

100%

Zalaris France SAS

19/01/21

Paris

100%

Zalaris HR Services Denmark A/S

15/07/00

Copenhagen

100%

Zalaris HR Services España SL

18/01/22

Madrid

100%

Zalaris HR Services Estonia

04/06/13

Tallinn

100%

Zalaris HR Services Finland OY

26/09/03

Helsinki

100%

Zalaris HR Services India Pvt Ltd

01/10/15

Chennai

100%

Zalaris HR Services Ireland Ltd

01/02/18

Dublin

100%

Zalaris HR Services Latvia SIA

27/12/06

Riga

100%

Zalaris HR Services Lithuania UAB

08/05/13

Vilnius

100%

Zalaris HR Services Norway AS

30/11/06

Lødingen

100%

Zalaris HR Services Sverige AB

19/04/01

Stockholm

100%

Zalaris Magyarország Kft

06/12/22

Budapest

100%

Zalaris Polska Sp Z.o.o

26/04/13

Warszawa

100%

Zalaris Singapore Pte Ltd

28/03/22

Singapore

100%

Zalaris UK Ltd

26/09/17

London

100%

vyble GmbH

05/01/22

Hamburg

90%

Indirect owned subsidiaries

Zalaris Retail Services & Solutions GmbH

03/08/21

Hagen

100%

Contents

In brief

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Summary of 2024

Sustainability statements

Financial statements

Shareholder information

APM

169

Company

(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

477

(16 480)

(5 289)

Zalaris Česká Republika s.r.o.

20

CZK

200

100

9

265

255

Zalaris Deutschland AG

55

EUR

54 552

1

195 013

60 599

14 600

Zalaris France SAS

1

EUR

1 000

1

10

(253)

(80)

Zalaris HR Services Denmark A/S

501

DKK

5 010

100

6 466

17 333

4 163

Zalaris HR Services España SL

4

EUR

3 600

1

66

(49)

175

Zalaris HR Services Estonia

3

EUR

2 500

1

2 418

3 830

183

Zalaris HR Services Finland OY

8

EUR

1 000

8

-

-

-

Zalaris HR Services Finland OY

2 450

-

EUR

-

-

1 014

4 452

3 202

Zalaris HR Services India Pvt Ltd

40 000

INR

4 000 000

10

6 211

13 621

3 839

Zalaris HR Services Ireland Ltd

-

EUR

100

1

-

972

113

Zalaris HR Services Latvia SIA

3

EUR

2 000

1

775

24 518

7 585

Zalaris HR Services Lithuania UAB

10

EUR

1 000

10

-

(72)

39

Zalaris HR Services Norway AS

100

NOK

1 000 000

-

2 336

9 949

224

Zalaris HR Services Sverige AB

300

SEK

3 000

100

10 415

(1 795)

4 697

Zalaris Magyarország Kft

3 000

HUF

1

3 000 000

82

1 719

1 661

Zalaris Polska Sp Z.o.o

5

PLN

100

50

12 857

20 816

1 428

Zalaris Singapore Pte Ltd

-

SGD

100

1

1

(813)

(476)

Zalaris UK Ltd

10

GBP

10 100

1

24 218

58 428

11 830

vyble GmbH

26

EUR

25 000

1

-

(47 611)

(88 041)

Total

262 368

149 429

(39 892)

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

Contents

In brief

Governance

Summary of 2024

Sustainability statements

Financial statements

Shareholder information

APM

170

Note 10 – Other short-term receivables

(NOK 1,000)

2024

2023

Trade accounts receivable

768

400

Other receivables

4 723

2 901

Receivables group companies

196 865

146 252

Total other short-term receivables

202 356

149 553

Note 11 – Cash and cash equivalents

(NOK 1,000)

2024

2023

Cash in hand and at bank - unrestricted funds

116 104

70 799

Deposit accounts - guarantee rent obligations

2 755

2 720

Employee withheld taxes - restricted funds

1 503

1 710

Cash and cash equivalents in the balance sheet

120 362

75 229

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

Note 12 – Share capital, shareholder information and dividend

Shares

2024

2023

Shares - nominal value NOK 0,10

22 135 279

22 135 279

Total number of shares

22 135 279

22 135 279

Share Capital

(NOK 1,000)

2024

2023

Total paid in share capital

2 214

2 214

Own shares

45

49

Net share capital

2 169

2 165

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 15 in the consolidated financial statement.

The major shareholders at 31.12.2024 are:

Shareholder

Number of shares:

% of total

Type of account

Norwegian Retail AS

2 891 482

13.06%

Ordinary

Verdipapirfondet Alfred Berg Gamba

2 106 346

9.52%

Ordinary

Danske Bank A/S

1 485 417

6.71%

Nominee

Verdipapirfondet DNB Smb

1 343 824

6.07%

Ordinary

J.P. Morgan SE

1 327 608

6.00%

Nominee

Codee Holding AS

1 110 735

5.02%

Ordinary

Vestland Invest AS

950 659

4.29%

Ordinary

J.P. Morgan SE

772 759

3.49%

Nominee

VPF DNB Norge Selektiv

700 249

3.16%

Ordinary

Skandinaviska Enskilda Banken AB

653 734

2.95%

Nominee

AS Mascot Holding

430 026

1.94%

Ordinary

Harlem Food AS

386 837

1.75%

Ordinary

Ølja AS

366 261

1.65%

Ordinary

Skandinaviska Enskilda Banken AB

300 000

1.36%

Nominee

Taconic AS

262 040

1.18%

Ordinary

BSN AS

240 000

1.08%

Ordinary

A/S Skarv

225 000

1.02%

Ordinary

BNP Paribas

223 217

1.01%

Nominee

Shares owned by the Company

449 844

2.03%

Others

5 909 241

26.70%

Total

22 135 279

100.00%

Dividend

The board proposes to pay a dividend for 2024 of NOK 0.90 per outstanding share, which amounts to NOK 19.5 million, to be paid to the shareholders of the parent company. No dividend was paid for the financial year 2023.

Contents

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Summary of 2024

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Shareholder information

APM

171

Note 13 – Interest-bearing loans and borrowings

2024

(NOK 1,000)

Financial institution

Agreement

Maturity

Duration

Interest rate

Non-current

Current

Total

Oslo Stock Exchange*

Bond loan

Mar 2028

5 years

see below

463 711

-

463 711

De Lage Landen Finans

Software lease

Jan 2028

5 years

7.05%

498

251

749

Nordea Bank Norge ASA

Group cash pool

-

120 390

120 390

Interest-bearing debt and borrowings

464 209

120 641

584 850

2023

(NOK 1,000)

Financial institution

Agreement

Maturity

Duration

Interest rate

Non-current

Current

Total

Oslo Stock Exchange*

Bond loan

Sep 2023

5 years

see below

439 205

-

439 205

De Lage Landen Finans

Software lease

Jan 2028

5 years

7.05%

759

251

1 010

Nordea Bank Norge ASA

Group cash pool

-

48 854

48 854

Interest-bearing debt and borrowings

439 964

49 105

489 069

* Bond loan , Oslo Stock Exchange

The Company secured a EUR 40 million bond loan registered on the Oslo Stock Exchange in September 2023. The bond has maturity on 28 March 2028 with no principal payments before maturity. Interest rate to be paid is 3 months Euribor +5.25%.

The Company has deferred NOK 12.0 million in issuing costs (2.7 % of the bond loan), which are being amortised over the term of the loan. The balance at 31 December 2024 is NOK 7.8 million (NOK 10.2 million).

Assets Pledged as Security

Assets in the subsidiaries Zalaris HR Services Norway AS, Zalaris HR Services Sweden AB, Zalaris HR Services Denmark AS, Zalaris HR Services Finland OY and Zalaris Deutschland AG have been pledged as guarantees for the loan.

Guarantees and Commitments

There are not issued any guarantees from the parent company on behalf of the Company against third parties.

Contents

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Shareholder information

APM

172

Note 14 – Financial instruments

2024

Financial instruments by category

(NOK 1,000)

Loans and receivables

Liabilities at amortized cost

Total book value

Financial assets

Trade accounts receivable

768

768

Receivables from group companies

105 106

105 106

Other short-term receivables from group companies

196 865

196 865

Other short-term receivables

4 723

4 723

Cash and cash equivalents

120 362

120 362

Total

427 824

-

427 824

Financial liabilities

Borrowings, long term

464 209

464 209

Borrowings, short term, revolving credit

120 390

120 390

Borrowings, short term, loan

251

251

Short-term debt to group companies

18 182

18 182

Trade accounts payables

16 829

16 829

Public duties payable

8 865

8 865

Other short-term debt

20 478

20 478

Total

-

649 204

649 204

2023

Financial instruments by category

(NOK 1,000)

Loans and receivables

Liabilities at amortized cost

Total book value

Financial assets

Trade accounts receivable

400

400

Receivables from group companies

62 474

62 474

Other short-term receivables to group companies

146 252

146 252

Other short-term receivables

2 901

2 901

Cash and cash equivalents

75 229

75 229

Total

287 256

-

287 256

Financial liabilities

Borrowings, long term

439 964

439 964

Borrowings, short term, revolving credit

48 854

48 854

Borrowing, short term, bond loan

251

251

Other short-term debt to group company

18 777

18 777

Trade accounts payables

7 960

7 960

Public duties payable

3 628

3 628

Other short-term debt

20 426

20 426

Total

-

539 860

539 860

Contents

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Summary of 2024

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Shareholder information

APM

173

Fair value of financial instruments

The Company classifies fair value measurements by using a fair value hierarchy which reflects the importance of the input used in the preparation of the measurements. The fair value hierarchy has the following levels:

Level 1 : Non-adjusted quoted prices in active markets.

Level 2 : Other data than the quoted prices included in Level 1, which are observable for assets or liabilities either directly, i.e. as prices, or indirectly, as derived from prices.

Level 3 : Data for the asset or liability which is based on unobservable market data.

It is assessed that the carrying amounts of financial instruments recognised at amortised cost in the financial statements approximate their fair values. The assessment is based on a judgment that difference between interest rate at year-end compared to draw down. Value assessment is level 3 in the fair value hierarchy.

Financial risk management

Overview

The Company has some exposure to risks from its use of financial instruments, including

credit risk, liquidity risk, interest rate risk and currency risk. This note presents information about the Company’s exposure to each of the above-mentioned risks, and the Company’s objectives, policies and processes for managing such risks. At the end of this note, information regarding the Company’s capital management is provided.

Market Risk from Financial Instruments

Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise three types of risk: market risk (e.g. interest rate risk and currency risk), commodity price risk and other price risk. The Company’s financial instruments are mainly exposed to interest rate and currency risks.

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company’s exposure to the risk of changes in market interest is managed by the mix of fixed and variable rate loans.

Foreign Currency Risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is primarily exposed to foreign exchange risk

arising from various currency exposures with respect to the USD, EUR and GBP in relation to its debt obligations as well as from certain commercial transactions.

For operational transactions denominated in foreign currencies, the Company’s policy is to exchange into foreign currency as required on a spot basis.

As of 31 December 2024, 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 20.8 million related to this loan. Otherwise, the Group has limited exposure to currency risk from assets and liabilities recognised as

Per 31 December 2024

(Amounts in NOK 1,000)

Less than 3 months

3 to 12 months

1 to 5 years

total

Borrowings, long term

464 209

464 209

Borrowings, short term

-

120 641

120 641

Trade creditors and other short term liabilities

16 829

47 525

64 354

Total liabilities

16 829

168 166

464 209

649 204

Per 31 December 2023

(Amounts in NOK 1,000)

Less than 3 months

3 to 12 months

1 to 5 years

total

Borrowings, long term

439 964

439 964

Borrowings, short term

-

49 105

49 105

Trade creditors and other short term liabilities

7 960

42 831

50 791

Total liabilities

7 960

91 936

439 964

539 860

of 31 December 2024 that are denominated in currencies.

A change in EUR of +/- 5% will give an effect on the bond loan of NOK 23.6 mill. Further the company has currency accounts in GBP, SEK, DKK, PLN, AUD, SGD, HUF and USD. The major changes of +/- 5% for GBP, PLN, EUR and USD would give an effect for respectively currencies of NOK 3.1, 4.9, 2.7 and 1.7 million.

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.

Contents

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174

Capital management

A key objective in relation to capital management is to ensure that the Company maintains a sufficient capital structure to support its business development and to maintain a strong credit rating. The Company evaluates its capital structure considering current and projected cash flows, potential new business opportunities and the Group’s financial commitments. To maintain or adjust the capital structure, the Company may issue new shares or obtain new loans.

Note 15 – Other short term debt

(NOK 1000)

2024

2023

Wages, holiday pay and bonus

9 362

6 655

Accrued expenses and other current liabilities

11 116

13 771

Total

20 478

20 426

Note 16 – 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)

2024

2023

Restricted Stock Units

2 188

1 656

Employee share options

5 657

9 933

Accrued social security costs

3 947

3 014

Total recognised costs

11 792

14 603

Accrued payroll tax at the end of the period

5 499

1 816

Restricted stock units

The general meeting of Zalaris ASA held on 19 June 2024, gave the Board through the approval of the executive remuneration policy, the authority to grant up to 127,000 RSUs annually to executive management, with matching requirements. Under this plan the executive management may convert up to 50% of approved bonuses to RSUs 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

Contents

In brief

Governance

Summary of 2024

Sustainability statements

Financial statements

Shareholder information

APM

175

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.

There were not granted any RSUs in 2024, and the following table illustrates the number of RSUs outstanding:

Number of RSUs

2024

2023

Outstanding at the beginning of the period

136 663

66 299

Granted

63 044

82 343

Released

(16 346)

(11 979)

Outstanding at the end of the period

183 361

136 663

The fair value of the RSUs is the weighted average share price at grant date:

The weighted average assumptions used

2024

2023

Expected life of RSUs (year)

3.08

3.08

Weighted average share price

60.00

40.95

Share Option Program

The general meeting of Zalaris ASA held on 19 June 2024, gave the Board through the approval of the executive remuneration policy, the authority to grant up to 1 million employee share options annually for a three-year period, subject to annual renewal. 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

2024

2023

Number of options

WAEP (NOK)

Number of options

WAEP (NOK)

Outstanding at the beginning of the period

2 732 000

44.25

2 246 500

46.57

Granted

-

-

1 000 000

37.18

Exercised

(979 800)

56.15

(34 212)

35.04

Terminated

(7 000)

39.16

(340 800)

44.92

Expired

-

-

(139 488)

31.75

Outstanding at the end of the period

1 745 200

37.59

2 732 000

44.25

Exercisable at the end of the period

48 600

44.76

-

-

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. No options were granted in 2024.

The following table illustrates the number of options outstanding and their weighted average exercise price (WAEP):

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Summary of 2024

Sustainability statements

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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 assumptions used

2024

2023

Expected volatility (%)

N/A

47.16

Risk-free interest rate (%)

N/A

3.19

Expected life of options (year)

N/A

3.25

Weighted arverage share price

N/A

41.21

Expected dividend

-

-

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.

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 2024. As part of the program, Zalaris has sold 9,126 own shares to employees at a subscription price of NOK 63.61 per share for Norwegian employees and NOK 59.87 for non-Norwegian employees. The shares were transferred to the employees by March 2025. The subscription price was based on the volume-weighted average share price in the period between 9 December to 23 December

2024, less a 20 % discount. To receive the discount the shares, have a 24-month lock-up period.

See Executive Remuneration Policy available at www.zalaris.com for detailed information on the Group’s share-based payment plan.

Note 17 – Events after the balance sheet date

There have been no events after the balance sheet date which have had a material effect on the issued accounts.

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Summary of 2024

Sustainability statements

Financial statements

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5.3 Statement from the Board and the CEO of Zalaris ASA

The Board of Directors and the CEO have today considered and approved the integrated report for Zalaris ASA (“Company”) and the Zalaris Group (“Group”) for the 2024 calendar year and as of 31st December 2024.

The consolidated financial statements have been prepared in accordance with IFRS as adopted by EU, European Single Electronic Format (ESEF) regulations as well as additional information requirements as per the Norwegian Accounting Act. The financial statements for the Company have been prepared in accordance with the Norwegian Accounting Act and generally accepted accounting practice in Norway.

We confirm to the best of our knowledge that:

• The 2024 financial statements for the Company and the Group have been prepared in accordance with applicable accounting standards.

• The 2024 consolidated financial statements have been prepared in accordance with the requirements of the Commission Delegated Regulation (EU) 2019/815 on the European Single Electronic Format (ESEF Regulation) and regulation pursuant to Section 5-5 of the Norwegian Securities Trading Act

• The information in the financial statements gives a true and fair view of the Company’s and the Group’s assets, liabilities, financial position and result as of 31st December 2024

• The integrated report 2024 has been prepared in accordance with the International Integrated Reporting Framework (IR)1) and meets the information requirements of the Norwegian accounting act regarding the Report of the Board of Directors and statements on corporate governance and corporate social responsibility

• According to paragraph 3–3a of the Norwegian Accounting Act, we confirm that the consolidated financial statements and the financial statements of the parent company have been prepared based on the going concern assumption, and that it is appropriate to make that assumption.

• The integrated report for the Company and the Group;

- gives a true and fair view of the Company’s and the Group’s development, performance and financial position, and includes a description of the principal risks and uncertainty factors facing the Company and the Group

Oslo, 11 April 2025

This document is signed electronically

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

Hans-Petter Mellerud Chief Executive Officer

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Summary of 2024

Sustainability statements

Financial statements

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Contents

In brief

Governance

Summary of 2024

Sustainability statements

Financial statements

Shareholder information

APM

181

5.5 Sustainability assurance report

Contents

In brief

Governance

Summary of 2024

Sustainability statements

Financial statements

Shareholder information

APM

183

6. Shareholder information

Contents

In brief

Governance

Summary of 2024

Sustainability statements

Financial statements

Shareholder information

APM

185

In circumstances when share buybacks are relevant, the Board of Directors proposes buyback authorizations to be considered and approved by the Annual General Meeting. Authorizations are granted for a specific time period and for a specific share price interval during which share buybacks can be made. Zalaris has not bought back any shares during 2024.

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 2024, the number of shareholders in Zalaris was 1,034, of which 91.4 percent were in the Nordic countries.

Investor Relations Policy

The investor relations policy at Zalaris is based on the idea that objective, detailed and relevant information to the market is essential for a proper valuation of the Company’s shares;

thus, the Company has continuously had a dialogue with analysts and investors.

Zalaris shall give all shareholders the same information at the same time. In contact with analysts and investors, the Board of Directors and the Management of Zalaris shall only communicate already published information.

Zalaris has established a communication channel for the shareholders on its website and all published information is made available on this website. General investor relations inquiries should be addressed to the following email address: [email protected].

Zalaris strives at all time to publish all relevant information in a timely, correct, non-discriminatory and efficient manner to the market. All relevant information will be published on the Zalaris website and on the website of the Oslo Stock Exchange Shareholders can register to Zalaris’ Investor Relations distribution list if they would like to receive investor information directly per email.

Zalaris holds quarterly web-based presentations highlighting the financial results of the closed quarter and focus areas going forward. In addition, market outlooks and special events which are considered relevant for its shareholders are addressed. The presentation is held by the CEO and the CFO of the Company.

Both the quarterly reporting and the presentations will be published on Zalaris’ website.

Investor Relations Contacts

The CFO in Zalaris ASA is the main contact person for matters related to financial information, such as quarterly reporting and financial statements.

For all other matters, such as new customer contracts or other share price sensitive information, the CEO of Zalaris ASA is the contact person CEO and founder: Hans-Petter Mellerud [email protected] and CFO:

Gunnar Manum

[email protected].

Analyst Coverage

ABG Sundal Collier:

Njål Eivind Kleiven

[email protected]

Arctic Securities:

Kristian Spetalen

[email protected]

Sparebanken1 Markets:

Petter Kongslie

[email protected]

Edison Investment Research:

Katherine Thompson

[email protected]

VPS Registrar

Nordea Bank Norway ASA

Wholesale Banking | Securities Services P O

Box 1166 Sentrum,

N-0107 Oslo, Norway

Financial Calendar 2025

• Results Q1: 30 April 2025

• Annual General Meeting: 22 May 2025

• Results Q2: 29 August 2025

• Results Q3: 24 October 2025

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As of 28 February 2025

Rank

Investor

Number of shares

Shareholding (%)

Type

1

NORWEGIAN RETAIL AS

2 891 482

13.06%

Ordinary

2

VERDIPAPIRFONDET ALFRED BERG GAMBA

2 106 346

9.52%

Ordinary

3

DANSKE BANK A/S

1 484 832

6.71%

Nominee

4

VERDIPAPIRFONDET DNB SMB

1 343 824

6.07%

Ordinary

5

J.P. MORGAN SE

1 327 608

6.00%

Nominee

6

CODEE HOLDING AS

1 110 735

5.02%

Ordinary

7

VESTLAND INVEST AS

950 659

4.29%

Ordinary

8

J.P. MORGAN SE

772 759

3.49%

Nominee

9

VPF DNB NORGE SELEKTIV

700 249

3.16%

Ordinary

10

SKANDINAVISKA ENSKILDA BANKEN AB

653 734

2.95%

Nominee

11

ZALARIS ASA

446 379

2.02%

Ordinary

12

AS MASCOT HOLDING

419 026

1.89%

Ordinary

13

HARLEM FOOD AS

386 837

1.75%

Ordinary

14

ØLJA AS

366 261

1.65%

Ordinary

15

SKANDINAVISKA ENSKILDA BANKEN AB

300 000

1.36%

Nominee

16

TACONIC AS

262 040

1.18%

Ordinary

17

BSN AS

240 000

1.08%

Ordinary

18

A/S SKARV

225 000

1.02%

Ordinary

19

BNP PARIBAS

223 217

1.01%

Nominee

20

LUNDHS LABRADOREKSPORT A/S

211 500

0.96%

Ordinary

Other shareholders

5 712 691

25.81%

Total number of shares

22 135 179

100.00%

The largest 20 shareholders (incl Zalaris)

74.19%

+1 000 001

1 00 001 - 1 000 000

10 001 - 100 000

1 001 - 10 000

101 - 1 000

1 - 100

7.0 %

21.0 %

0

6

25

50

1.0 %

100

93

71.0 %

150

200

250

Norway

Sweden

242

Europe

Other

300

321

318

350

Contents

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Summary of 2024

Sustainability statements

Financial statements

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7. Alternative Performance Measures

(APMs)

Contents

In brief

Governance

Summary of 2024

Sustainability statements

Financial statements

Shareholder information

APM

189

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) and annual contract value (ACV) ARR and ACV are defined as the annualised value of revenue the Company expects to receive from SaaS (software as a service) and BPaaS (business process as a service) contracts with customers but excludes change orders that do not result in regular future revenue. The measure is primarily used in

Managed Services, where customer contracts normally have a term of five years, with mostly stable monthly revenue.

Total contract value (TCV) The total revenue that a customer contract is expected to generate is called TCV. This metric is mainly used in Professional Services to assess the overall value of consulting projects that are contracted.

Revenue growth in constant currency

The following table reconciles the reported growth rates to a revenue growth rate adjusted for the impact of foreign currency. The impact of foreign currency is determined by calculating the current year revenue using foreign exchange rates consistent with the prior year.

2024

2023

Jan-Dec

Jan-Dec

Revenue growth, as reported

18.7 %

26.7 %

Impact of foreign currency

-2.6 %

-10.7 %

Revenue growth, constant currency

16.1 %

16.0 %

Managed Services revenue growth, as reported

22.3 %

27.1 %

Impact of foreign currency

-2.2 %

-9.3 %

Managed Services revenue growth, constant currency

20.1 %

17.8 %

Professional Services revenue growth, as reported

-0.1 %

19.8 %

Impact of foreign currency

-3.2 %

-14.3 %

Professional Services revenue growth, constant currency

-3.3 %

5.5 %

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).

Contents

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Governance

Summary of 2024

Sustainability statements

Financial statements

Shareholder information

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190

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

E-mail 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.

© 2025 Zalaris

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