Q2 2020 Interim Report

Contents

Q2 HIGHLIGHTS ......................................................................................................................................................

3

KEY FIGURES .........................................................................................................................................................

4

CEO INSIGHTS ........................................................................................................................................................

5

FINANCIAL REVIEW ...............................................................................................................................................

6

INTERIM CONSOLIDATED FINANCIAL STATEMENTS .......................................................................................

9

ALTERNATIVE PERFORMANCE MEASURES (APMS) ......................................................................................

23

17-August-2020

© Zalaris ASA

www.zalaris.com

About Zalaris

We simplify HR and payroll administration and empower organizations with useful information so that they can invest more in their people.

Our proven local and multi-country solutions for payroll and HR includes software and business process as a service (SaaS/BPaaS), and outsourcing (BPO). Our solutions integrate with customers global HR systems. Mobile apps enable people to work from anywhere. We can implement with remote project teams, addressing needs in times of Covid-19 pandemic. #teamZalaris has 800 competent team members across Europe and APAC serving customers from local language service centers. Our 300+ consultants have more than 20 years of experience across all industries and IT environments including on premise, cloud and integration services. Zalaris manage solutions serving over 1.5 million employees each month, across multiple industries and with many of Europe's most reputable employers.

Headquartered in Oslo, Norway, Zalaris is publicly traded on the Oslo Stock Exchange (ZAL).

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Zalaris ASA Interim Report Q2 2020

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Q2 Highlights

  • Revenue of NOK 198.4 million (NOK 187.5 million) +5.8%
  • Adjusted EBIT of NOK 12.7 million (NOK 7.4 million) +71.6%
  • Cash and cash equivalents of NOK 129.0 million, +NOK 41.5 million (+47.4%) from previous quarter and +NOK 69.4 million from last year (+116.4%)
  • Proactively and successfully servicing our customers in a challenging Covid-19 environment, the vast majority of team members worked from home. Signed several new agreements and expansions
  • Covid-19resulted in a slow-down in closing new contracts during the quarter. However, the pipeline remains strong, and is expected to grow due to an increased focus on outsourcing and digitalization
  • Cost reduction initiatives carried out is having a positive effect on EBIT margins, and has strengthened cash generation. We continue to target 10% EBIT margin
  • Based on the current financial performance of the Company the Board will propose a dividend of minimum NOK 0.5 per share for 2020

Revenue (NOKm)

Adjusted EBIT* (NOKm)

206,2

14

13,4

12,7

200,6

198,4

12

187,5

190,7

10

8,9

8

7,4

6

5,0

4

2

0

Q2 2019

Q3 2019

Q4 20198

Q1 2020

Q2 2020

Q2 2019

Q3 2019

Q4Q420192018

Q1 2020

Q2 2020

*Defined in separate section: Alternative Performance Measure (APMs)

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Zalaris ASA Interim Report Q2 2020

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Key Figures

Q2 2020 financial summary

(NOK 1 000)

Revenue

Growth (YoY)

EBITDA

1)

Adjusted EBITDA

Adjusted EBITDA margin (as % of revenue)

EBIT

1)

Adjusted EBIT

Adjusted EBIT margin (as % of revenue)

Profit/(loss) for the period

Earnings per share (EPS)

Total comprehensive income

Free cash flow

1)

Net interest-bearing debt (NIBD)

1)

Full time equivalents (FTEs) period end

1)

  1. Defined in separate section Alternative Performance Measure (APMs)

2020

2019

2020

2019

2019

Apr-Jun

Apr-Jun

Jan-Jun

Jan-Jun

Jan-Dec

198 445

187 548

399 056

379 899

776 792

5,8 %

-0,7 %

5,0 %

1,3 %

4,2 %

29 318

26 352

60 171

54 171

103 381

26 866

21 388

53 690

43 953

87 549

13,5 %

11,4 %

13,5 %

11,6 %

11,3 %

7 367

4 412

16 818

10 895

14 091

12 690

7 377

26 081

16 429

30 240

6,4 %

3,9 %

6,5 %

4,3 %

3,9 %

22 420

(3 324)

(26 132)

2 940

(7 011)

1,14

(0,17)

(1,33)

0,15

(0,36)

(156)

(3 351)

3 700

(4 468)

(5 323)

41 805

(2 140)

55 031

(28 414)

17 046

(277 939)

(308 723)

(277 939)

(308 723)

(286 610)

723

825

723

825

753

Q2 2020 financial performance by business segment*

2020

2019

2020

2019

2019

(NOK 1 000)

Apr-Jun

Apr-Jun

Jan-Jun

Jan-Jun

Jan-Dec

Revenue

Managed services

137 109

133 869

279 457

270 110

553 691

Professional services

61 336

53 678

119 599

109 789

223 101

Group overhead and other

-

-

-

-

-

Total revenue

198 445

187 548

399 056

379 899

776 792

EBIT

Managed services

16 005

15 770

32 742

29 412

54 957

Professional services

4 054

3 507

10 333

12 186

20 961

Group overhead and other

(12 692)

(14 865)

(26 256)

(30 704)

(61 828)

EBIT

7 367

4 412

16 818

10 894

14 090

EBIT margin (%)

Managed services

11,7 %

11,8 %

11,7 %

10,9 %

9,9 %

Professional services

6,6 %

6,5 %

8,6 %

11,1 %

9,4 %

Group overhead and other

n/a

n/a

n/a

n/a

n/a

EBIT margin (%)

3,7 %

2,4 %

4,2 %

2,9 %

1,8 %

*Revenue from certain consulting services previously report as part of Managed Services have been moved to Professional Services from 1 January 2020. Business development costs previously included within Group Overhead has been allocated to the business segments from 1 January 2020. Comparable historical information has been updated accordingly.

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CEO Insights

Continuing Positive Development in Margins and Cash

In a macro environment heavily impacted by the Covid-19 pandemic, we are pleased to announce that we, with almost all of #teamZalaris working from home, delivered Q2 with a Y-o-Y revenue growth of 5.8% to NOK 198.4 million and corresponding adjusted EBIT growth of 79% to NOK

12.7 million. At the same time, we saw our cash position increase with NOK 65 million compared with Q2 2019.

All our services have been delivered without disruption. A handful of our colleagues been infected with Covid-19 whilst working from home. They are now safe and back at work.

Our early offering of Covid-19 related services supporting our customers tackling the pandemic, were well received.

Our modern IT solutions and distributed service center infrastructure enabled us to move to home office within a few days. Our supportive team of colleagues did whatever needed to support customers in this difficult time.

Feedback from customers and employees on how we have handled the situation has resulted in all time high Net Promoter Scores.

Maintaining revenue with Zero Churn despite Covid-19.

Many of our customers are adjusting headcount and business volumes downward as a result of Covid-

19. However, we have maintained overall revenue development through supporting customers with additional services resulting from the pandemic.

A functioning payroll and HR function is a "license to play" for all large companies. Our customer base is solid with typical five-year agreements. We have had no churn or Covid-19 related write-offs.

Working from anywhere has become the new normal driving the need for fully digitised people processes. This is the core of what we have been delivering for twenty years.

In Managed Services, we experienced increased interest resulting in a growing pipeline. During the quarter we signed several new agreements including: a five year agreement for SaaS based payroll with the Norwegian County Municipality of

Trøndelag with 5000+ employees, a ten year master services agreement for payroll and HR services to leading Nordic bank with 15'000+ employees, and a five-year agreement for SaaS based payroll with a 3000+ employee strong leading global energy company operating in Norway. We expanded our services with GlaxoSmithKline to cover Austria.

Resulting from Covid-19 we see companies scrambling to reduce and make costs variable. Based on our experience from previous crisis, we expect to see an increase in companies looking to outsourcing as a mean to achieve this.

Professional Services has seen postponement of some new projects as a result of Covid-19. These are expected to return when the situation settles.

Covid-19 related Business Continuity Services are in high demand. This resulted in expanding services with existing customers. In Germany, we signed a landmark agreement together with SAP in the municipality sector for the delivery of a new SuccessFactors cloud HR solution to the City of Krefeld's services organization. More than 60% of our Professional Services agreements are long term and recurring like. This is reflected in 80% of the revenue in the quarter being with the same customers that we served in the same quarter the previous year.

Improved financial performance expected to continue with additional EBIT improvements realized

As a follow up to our Vision 2020 EBIT improvement program, we finalised additional measures in Q2 realizing cost savings of approximately NOK 1 million per month from Q4 and onwards. Realized savings are primarily related to further overhead reduction and capacity adjustments in our Nordic Professional Services unit.

Based on the current financial performance we have our communicated 10% EBT target in sight.

Growing interest in the Zalaris share

Our business model with long term agreements and recurring revenue combined with a solid diversified customer base is increasingly in favor among investors. Since the beginning of the year, the number of Zalaris investors has increased by almost 30%. On behalf of all of us in #teamZalaris, thank you for your confidence!

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Financial Review

Revenue

Consolidated revenue for the second quarter 2020 amounted to NOK 198.4 million (Q2 2019: NOK

187.5 million), which was an increase of 5.8% from last year.

Nordics & Baltics

Revenue in the Nordic & Baltic region was NOK

  1. million in the second quarter, which was marginally lower than the figure last year of NOK
  1. million. The revenue growth during the quarter has been negatively impacted by Covid-19 in terms of new business generation and change orders from existing customers.

Central Europe

Revenue in the Central Europe region for the second quarter increased from NOK 66.5 million last year to NOK 76.5 million this year, an increase of 15%. The increase is explained by higher revenue from new and existing customers in Poland, as well as a higher EUR/NOK.

UK & Ireland

Revenue for the second quarter in the UK & Ireland region amounted to NOK 10.6 million, compared to NOK 8.2 million in the same quarter last year.

The region experienced an increase in sales from existing customers and an increase in opportunities from new potential customers.

Group Profits

Consolidated EBIT for the quarter was NOK 7.4 million (NOK 4.4 million).

Adjusted for one-off costs (NOK 2.0 million) relating to redundancies, calculated costs of the Company's share-based payment plan (NOK 0.5 million) and amortization of excess values on acquisition (NOK

2.8 million), the EBIT was NOK 12.7 million for the second quarter (NOK 7.4 million).

Through the EBIT-improvement program initiated in 2019, employee costs and other operating expenses have been reduced by approximately NOK 15 million for the quarter and NOK 27 million year-to-date compared to last year, when adjusted for currency effects. Thus, the Company's operational cost base has been significantly reduced, and has contributed to an increased operating cash flow. The full effect of these cost reductions on the profit and loss will materialise when new major customer projects are being implemented.

The Group had net financial income of NOK 19.8 million for the second quarter (net expense NOK 8.7 million), of which NOK 25.6 million (loss NOK 0.5 million) relates to an unrealized gain on the EUR 35 million bond loan and other foreign currency denominated balances.

The net profit for the quarter was NOK 22.4 million (loss NOK 3.4 million).

Total comprehensive income amounted to negative NOK 0.2 million (negative NOK 3.3 million), after currency translation difference of negative NOK 22.6 million.

Adjusted EBIT for the first six months was NOK

26.1 million (NOK 16.4 million). Unrealized currency loss on the EUR 35 million bond loan and interest expenses resulted in a net loss for the first six months of NOK 26.1 million (NOK 2.9 million). Total comprehensive income amounted to NOK 3.7 million (negative NOK 4.5 million) for the first six months.

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Business segment performance

Managed Services

The Managed Services segment grew by 2.4% during the second quarter 2020, compared to the same quarter last year, and amounted to NOK

137.1 million for the quarter. Managed service revenue contributed to 69.1% (71.4%) of total revenue for the Group.

Revenue Managed Services (NOKm):

153,2

142,3

133,9

137,1

130,4

Q2 2019

Q3 2019

Q4 2019

Q1 2020

Q2 2020

The EBIT for Managed Services for the second quarter 2020 was NOK 16.0 million (NOK 15.8 million).

Professional Services

Revenue in the Professional Services segment amounted to NOK 61.3 million for the second quarter 2020, an increase of 14.1% from last year.

Revenue Professional Services (NOKm):

61,3

60,3

58,3

53,7

53,0

Q2 2019

Q3 2019

Q4 2019

Q1 2020

Q2 2020

The EBIT for Professional Services for the second quarter was NOK 4.1 million (NOK 3.5 million), including one-off redundancy costs of NOK 2.0 million.

Financial position and cash flow

Zalaris had total assets of NOK 750.4 million as of 30 June 2020, compared to NOK 772.5 million at 31 March 2020.

Cash and cash equivalents were NOK 129.0 million as of 30 June 2020, an increase of NOK 41.5 million from the end of the previous quarter.

Total equity as of 30 June 2020 was NOK 101.5 million, compared to NOK 95.9 million as of 31 March 2020. This corresponds to an equity ratio of 13.5% (12.4%).

The Company holds 503,521 own shares at 30 June 2020.

Net interest-bearing debt (interest-bearing debt less cash and cash equivalents) decreased from NOK

344.5 million at 31 March 2020 to NOK 277.9 million at 30 June 2020. The decrease is mainly due increased cash balances and a reduction in the NOK value of the EUR 35 million bond loan, as a result of the appreciation of NOK during the period.

Operating cash flow during the second quarter 2020 was NOK 45.4 million (NOK 5.0 million). The increase compared to last year is mainly due to a reduction in working capital, including NOK 8 - 10 million in deferred VAT payments (Coivd-19 relief) and a lower cost base.

Net cash flow from investing activities for the second quarter was negative NOK 3.6 million (negative NOK 7.1 million), mainly relating to internal development projects. Net cash flow from financing activities for the second quarter was negative NOK 0.8 million (negative NOK 7.3 million).

Cash and cash equivalents balance at 30 June 2020 was NOK 129.0 million (NOK 59.6 million).

Based on the current financial performance of the Company the Board will propose a dividend of minimum NOK 0.5 per share for 2020.

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EBIT improvement program

As communicated in previous reports, Zalaris launched an EBIT improvement program in 2019, Vision2020 targeting NOK 4,7 million monthly cost reductions by Q1 2020. This included streamlining of the organization, ramp-up of digitizing efforts, automating services and increasing Robotic Process Automation (RPA) projects, all aimed at increasing quality in deliveries and reducing costs. As part of the program the total number of FTEs was reduced by approximately 52 (-6%) from when the program was launched.

In Q2 we executed a follow up of Vision2020, realizing additional NOK 1 million in monthly cost reductions by Q4 2020 through a reorganizing of the Nordic Professional Services organization to align with the Professional Services organizations in our other regions. Key actions taken were:

  • Moving consultants primarily working with Managed Services customers to the Managed Services Organization
  • Realigning the Nordic Professional Services organization to focus on advisory and implementation of SAP Cloud based HR solutions.
  • Adjusting capacity to demand resulting in the downsizing of approximately ten employees.

Other ongoing cost based EBIT initiatives focus on:

  • Increased utilization of our near- and offshore capabilities
  • Automation of standardized processes through digitization and Robotic Process Automation.

Outlook

The market fundamentals remain strong and Zalaris' key markets are expected to grow in the foreseeable future. The Company is well positioned to capture part of this growth through new customers and by expanding the service offering to existing customers. The Company's financial results are expected to improve from the levels observed in 2019, as a result of the cost reduction initiatives implemented in 2019 through the EBIT improvement program, and further optimization initiatives in 2020. This include

streamlining of the organization, ramp-up of digitizing efforts, automating services and increasing Robotic Process Automation (RPA) projects, all aimed at increasing quality in deliveries and reducing costs. The COVID-19 pandemic has had limited financial impact on the Company so far, but revenue could be impacted negatively in the time to come, depending on the scope and duration of COVID-19. However, the underlying market fundamentals remain strong, and the long-term outlook is positive.

The Board of Directors of Zalaris ASA

Oslo, 17 August 2020

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Interim Consolidated Financial Statements

Consolidated Statement of Profit and Loss

2020

2019

2020

2019

2019

(NOK 1 000)

Notes

Apr-Jun

Apr-Jun

Jan-Jun

Jan-Jun

Jan-Dec

unaudited

unaudited

unaudited

unaudited

Revenue

2

198 445

187 548

399 056

379 899

776 792

Operating expenses

License costs

16 237

13 904

33 235

28 832

67 981

Personnel expenses

4

113 131

106 911

224 710

214 480

438 543

Other operating expenses

39 759

40 381

80 940

82 416

166 887

Depreciation and impairments

848

1 035

1 748

2 033

4 048

Depreciation right-of-use assets

7

4 941

5 456

10 232

10 800

21 932

Amortisation intangible assets

6

7 223

6 735

13 831

13 432

26 704

Amortisation implementation costs customer projects

3

8 939

8 714

17 541

17 011

36 606

Total operating expenses

191 078

183 136

382 238

369 005

762 701

Operating profit (EBIT)

7 367

4 412

16 818

10 895

14 091

Financial items

Financial income

5

1 605

(196)

4 347

440

2 632

Financial expense

5

(7 380)

(8 003)

(15 820)

(15 787)

(29 057)

Unrealized foreign exchange gain/(loss)

5

25 560

(511)

(40 739)

7 775

2 375

Net financial items

19 785

(8 710)

(52 211)

(7 572)

(24 051)

Profit before tax

27 152

(4 298)

(35 393)

3 323

(9 960)

Tax expense

(4 733)

974

9 261

(383)

2 950

Profit for the period

22 420

(3 324)

(26 132)

2 940

(7 011)

Earnings per share:

Basic earnings per share (NOK)

1,14

(0,17)

(1,33)

0,15

(0,36)

Diluted earnings per share (NOK)

1,11

(0,17)

(1,33)

0,15

(0,36)

Consolidated Statement of Comprehensive Income

2020

2019

2020

2019

2019

(NOK 1 000)

Notes

Apr-Jun

Apr-Jun

Jan-Mar

Jan-Mar

Jan-Dec

unaudited

unaudited

unaudited

unaudited

Profit for the period

22 420

(3 324)

(26 132)

2 940

(7 011)

Other comprehensive income

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

Currency translation differences

(22 576)

(27)

29 831

(7 408)

1 688

Total other comprehensive income

(22 576)

(27)

29 831

(7 408)

1 688

Total comprehensive income

(156)

(3 351)

3 700

(4 468)

(5 322)

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Consolidated Statement of Financial Position

2020

2019

2019

(NOK 1 000)

Notes

30. Jun

30. Jun

31. Dec

unaudited

unaudited

ASSETS

Non-current assets

Intangible assets

130 270

136 535

132 950

Goodwill

165 661

148 535

153 248

Total intangible assets

6

295 931

285 070

286 198

Deferred tax asset

11 728

6 096

11 710

Fixed assets

Right-of-use assets

7

29 710

45 001

34 849

Property, plant and equipment

34 836

33 981

33 137

Total fixed assets

64 546

78 981

67 986

Total non-current assets

372 205

370 147

365 894

Current assets

Trade accounts receivable

138 118

162 531

148 614

Customer projects

3

84 763

99 665

88 808

Other short-term receivables

26 391

32 869

27 275

Cash and cash equivalents

8

128 953

59 570

82 448

Total current assets

378 224

354 635

347 145

TOTAL ASSETS

750 430

724 783

713 038

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Consolidated Statement of Financial Position

2020

2019

2019

(NOK 1 000)

Notes

30. Jun

30. Jun

31. Dec

unaudited

unaudited

EQUITY AND LIABILITIES

Equity

Paid-in capital

Share capital

1 962

2 006

1 957

Other paid in equity

4 958

2 609

3 804

Share premium

35 565

40 737

34 252

Total paid-in capital

42 485

45 352

40 014

Other equity

32 224

(7 980)

(374)

Retained earnings

26 813

62 722

52 526

Total equity

101 522

100 094

92 166

Liabilities

Non-current liabilities

Deferred tax

13 323

25 049

25 313

Interest-bearing loans

9

405 514

354 507

362 487

Lease liabilities

7

14 478

22 673

16 536

Total long-term liabilities

433 315

402 230

404 337

Current liabilities

Trade accounts payable

17 638

17 319

29 845

Customer projects liabilities

3

52 255

60 645

55 740

Interest-bearing loans

9

1 378

13 786

6 571

Lease liabilities

7

16 483

21 802

19 099

Income tax payable

4 610

588

5 408

Public duties payable

48 067

31 595

37 314

Other short-term liabilities

74 054

75 112

61 464

Derivatives

1 108

1 613

1 095

Total short-term liabilities

215 592

222 459

216 535

Total liabilities

648 907

624 689

620 873

TOTAL EQUITY AND LIABILITIES

750 430

724 783

713 038

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Consolidated Statement of Cash Flow

2020

2019

2020

2019

2019

(NOK 1 000)

Notes

Apr-Jun

Apr-Jun

Jan-Jun

Jan-Jun

Jan-Dec

unaudited

unaudited

unaudited

unaudited

Cash Flow from operating activities

Profit (Loss) before tax

27 152

(4 298)

(35 393)

3 323

(9 960)

Net financial items

5

(19 785)

8 709

52 211

7 571

24 051

Share-based payments

466

199

1 154

581

1 743

Depreciation and impairments

848

1 037

1 748

2 035

4 049

Depreciation right-of-use assets

7

4 940

5 456

10 232

10 800

21 932

Amortisation intangible assets

6

7 223

6 735

13 831

13 432

26 705

Depreciation implementation costs customer projects

3

8 939

8 714

17 541

17 011

36 606

Recognized customer projects assets

3

(4 994)

(11 004)

(9 214)

(22 246)

(29 505)

Recognized customer projects liabilities

(5 693)

(6 028)

(6 049)

(7 765)

(8 545)

Taxes paid

(1 808)

-

(1 256)

-

(6 356)

Changes in accounts receivable

23 795

11 411

10 496

(4 413)

9 504

Changes in accounts payable

(3 483)

300

(12 207)

(7 039)

5 487

Changes in other items

13 397

(11 734)

30 861

(20 332)

(8 313)

Interest received

56

23

109

140

162

Interest paid

(5 657)

(4 559)

(11 763)

(10 163)

(25 052)

Net cash flow from operating activities

45 398

4 961

62 301

(17 065)

42 508

Cash flows to investing activities

Investment in fixed and intangible assets

(3 593)

(7 101)

(7 270)

(11 349)

(25 462)

Net cash flow from investing activities

(3 593)

(7 101)

(7 270)

(11 349)

(25 462)

Cash flows from financing activities

Sale/(Buyback) of own shares

1 332

(2 061)

1 332

(4 419)

(10 934)

Payment of lease liabilities

(4 114)

(6 169)

(10 047)

(12 254)

(22 807)

Repayment of loan

1 940

935

(1 443)

(1 580)

(6 320)

Net cash flow from financing activities

(841)

(7 295)

(10 157)

(18 253)

(40 062)

Net changes in cash and cash equivalents

40 964

(9 435)

44 873

(46 667)

(23 016)

Net foreign exchange difference

497

(343)

1 630

(1 607)

(2 379)

Cash and cash equivalents at the beginning of the period

87 492

69 348

82 450

107 844

107 844

Cash and cash equivalents at the end of the period

128 953

59 570

128 953

59 570

82 450

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Consolidated Statement of Changes in Equity

Share

Other paid in Total paid-in

Retained

(NOK 1000)

Share capital

premium

equity

equity

Other equity earnings

Total equity

Equity at 01.01.2019

2 003

45 140

2 061

49 204

(33)

59 733

108 905

Profit of the year

2 940

2 940

Other comprehensive income

(15)

(15)

(7 393)

(7 408)

Buyback of own shares

(4 419)

(4 419)

(4 419)

Share based payments

581

581

581

Other changes

(555)

49

(506)

Equity at 30.06.2019

2 003

40 721

2 627

45 351

(7 980)

62 722

100 094

Unaudited

Profit of the year

(9 951)

(9 951)

Other comprehensive income

15

15

9 081

9 096

Buyback of own shares

(46)

(6 469)

(6 515)

(6 515)

Share based payments

1 162

1 162

1 162

Other changes

(1 476)

(245)

(1 720)

Equity at 30.12.2019

1 957

34 252

3 804

40 013

(375)

52 526

92 165

Profit of the year

(26 132)

(26 132)

Other comprehensive income

29 831

29 831

(Buyback)/sale of own shares

5

1 312

1 318

1 318

Share based payments

1 154

1 154

1 154

Other changes

2 767

419

3 186

Equity at 30.06.2020

1 962

35 565

4 958

42 485

32 224

26 813

101 522

Unaudited

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Notes to the condensed interim consolidated condensed financial statements

Note 1 - General Information and basis for preparation

General information

Zalaris ASA (the Group) is a public limited company incorporated in Norway. The Group's main office is in Hovfaret 4, Oslo, Norway. The Group delivers full-service outsourced personnel and payroll services.

Basis for preparation

These interim consolidated condensed financial statements are prepared in accordance with International Accounting Standard 34 Interim Financial Reporting as issued by the International Accounting Standards Board (IASB) and as adopted by the European Union (EU). The condensed consolidated interim financial statements do not include all the information and disclosures required by International Financial Reporting Standards (IFRS) for a complete set of financial statements, and these condensed interim financial statements should be read in conjunction with the annual financial statements. The interim condensed consolidated financial statements for the three months ended 30 June 2020, have not been audited or reviewed by the auditors.

The accounting policies adopted in the preparation of the interim condensed consolidated financial statements are consistent with those followed in the preparation of the Group's annual consolidated financial statements for the year ended December 31, 2019.

Going concern

With reference to the Norwegian Accounting Act § 3-3, the Board confirms its belief that conditions exist for continuing operations and that these interim consolidated condensed financial statements have been prepared in accordance with the going concern principle.

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Note 2 - Segment Information

The Company's operations are split into two main business segments; Managed Services and Professional Services.

Managed Services includes a full range of payroll and HR outsourcing services, such as payroll processing, time and attendance, travel expenses as well as related cloud system solutions and services. This includes additional cloud-based HR functionality to existing outsourcing customers as talent management, digital personnel archive, HR analytics, mobile solutions, etc.

Professional Services includes deliveries of change projects based on Zalaris templates or implementation of customer-specific functionality. This business segment also assists with cost-effective maintenance and support of customers' own on-premise solutions. A large portion of these services are of recurring nature and much of the services are based on long-term customer relationships.

Information is organized by business area and geography. The reporting format is based on the Group's management and internal reporting structure. Items that are not allocated are mainly intercompany sales, interest- bearing loans and other associated expenses and assets related to administration of the Group. The Group's executive management is the chief decision maker in the Group. The investing activities comprise total expenses in the period for the acquisition of assets that have an expected useful life of more than one year. The operating assets and liabilities of the Group are not allocated between segments.

2020 Apr-Jun

Managed

Professional

Gr.Ovhd &

(NOK 1 000)

Services

Services

Unallocated

Total

Revenue, external

137 109

61 336

-

198 445

Operating expenses

(109 598)

(54 585)

(4 944)

(169 127)

EBITDA

27 511

6 751

(4 944)

29 318

Depreciation and amortisation

(11 506)

(2 696)

(7 748)

(21 950)

EBIT

16 005

4 054

(12 692)

7 367

Net financial income/(expenses)

19 785

19 785

Income tax

(4 733)

(4 733)

Profit for the period

16 005

4 054

2 360

22 420

Cash flow from investing activities

(3 593)

2019 Apr-Jun*

Managed

Professional

Gr.Ovhd &

(NOK 1 000)

Services

Services

Unallocated

Total

Revenue, external

133 869

53 678

-

187 548

Operating expenses

(105 818)

(47 673)

(7 705)

(161 196)

EBITDA

28 051

6 005

(7 705)

26 352

Depreciation and amortisation

(12 282)

(2 499)

(7 160)

(21 940)

EBIT

15 770

3 507

(14 865)

4 412

Net financial income/(expenses)

(8 710)

(8 710)

Income tax

974

974

Profit for the period

15 770

3 507

(22 601)

(3 324)

Cash flow from investing activities

(11 349)

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Zalaris ASA Interim Report Q2 2020

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2020 Jan-Jun

Managed

Professional

Gr.Ovhd &

(NOK 1 000)

Services

Services

Unallocated

Total

Revenue, external

279 457

119 599

-

399 056

Operating expenses

(223 059)

(104 361)

(11 466)

(338 885)

EBITDA

56 398

15 239

(11 466)

60 171

Depreciation and amortisation

(23 656)

(4 906)

(14 790)

(43 352)

EBIT

32 742

10 333

(26 256)

16 818

Net financial income/(expenses)

(52 211)

(52 211)

Income tax

9 261

9 261

Profit for the period

32 742

10 333

(69 206)

(26 132)

Cash flow from investing activities

(7 270)

2019 Jan-Jun*

Managed

Professional

Gr.Ovhd &

(NOK 1 000)

Services

Services

Unallocated

Total

Revenue, external

283 082

96 818

-

379 899

Operating expenses

(224 961)

(82 730)

(18 038)

(325 728)

EBITDA

58 121

14 088

(18 038)

54 171

Depreciation and amortisation

(24 925)

(4 062)

(14 289)

(43 277)

EBIT

33 196

10 026

(32 327)

10 894

Net financial income/(expenses)

(7 571)

(7 571)

Income tax

(383)

(383)

Profit for the period

33 196

10 026

(40 281)

2 940

Cash flow from investing activities

(11 349)

2019 Jan-Dec*

Managed

Professional

Gr.Ovhd &

(NOK 1.000)

Services

Services

Unallocated

Total

Revenue, external

553 691

223 101

-

776 792

Operating expenses

(446 455)

(192 606)

(34 351)

(673 411)

EBITDA

107 236

30 495

(34 351)

103 380

Depreciation and amortisation

(52 279)

(9 534)

(27 477)

(89 290)

EBIT

54 957

20 961

(61 828)

14 090

Net financial income/(expenses)

(24 051)

(24 051)

Income tax

2 950

2 950

Profit for the period

54 957

20 961

(82 929)

(7 011)

Cash flow from investing activities

(25 462)

*Revenue from certain consulting services previously report as part of Managed Services have been moved to Professional Services from 1 January 2020. Business development costs previously included within Group Overhead has been allocated to the business segments from 1 January 2020. Comparable historical information has been updated accordingly.

Geographic Information

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

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Zalaris ASA Interim Report Q2 2020

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Revenue from external customers attributable to:

2020

2019

2020

2019

2019

(NOK 1 000)

Apr-Jun

Apr-Jun

Jan-Jun

Jan-Jun

Jan-Dec

Northern Europe

111 364

112 833

225 033

220 746

449 893

Central Europe

76 496

66 507

153 880

141 322

294 135

UK & Ireland

10 585

8 208

20 143

17 831

32 764

Total

198 445

187 548

399 056

379 899

776 792

Note 3 - Revenue from contracts with customers

Disaggregated revenue information

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

Contract balances:

2020

2019

2019

(NOK 1 000)

30. Jun

30. Jun

31. Dec

Trade receivables

138 624

162 721

148 614

Customer project assets

84 763

99 665

88 808

Customer project liabilities

(52 255)

(60 645)

(55 740)

Prepayments from customers

(13 295)

14 800

(9 608)

Customer project assets are costs specific to a given contract, generate or enhance the Group's resources that will be used in satisfying performance obligations in the future, and are recoverable. These costs are deferred and amortized evenly over the period the outsourcing services are provided.

Customer project liabilities are prepayments from customer specific to a given contract and are recognized as revenue evenly as the Group fulfills the related performance obligations over the contract period.

Prepayments from customers comprises 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 utilized by the customer to either transformation-, change- or other projects. These advances are open for application until specified, or when the contract is terminated, where the eventual remainder of the amount become the property of Zalaris and is hence rendered as income by the Group.

Movements in customer project assets through the period:

(NOK 1 000)

2020

2019

2020

2019

2019

Apr-Jun

Apr-Jun

Jan-Jun

Jan-Jun

31. Dec

Opening balance in the period

90 103

97 741

88 808

97 272

97 272

Cost capitalized

4 994

11 004

9 214

22 246

29 505

Amortization

(8 939)

(8 714)

(17 541)

(17 011)

(36 606)

Disposals & currency

(1 396)

(365)

4 282

(2 841)

(1 363)

Customer projects assets end of period

84 763

99 667

84 763

99 667

88 808

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Zalaris ASA Interim Report Q2 2020

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Movements in customer project liabilities through the period:

(NOK 1 000)

2020

2019

2020

2019

2019

Apr-Jun

Apr-Jun

Jan-Jun

Jan-Jun

Jan-Dec

Opening balance in the period

(55 383)

(61 501)

(55 740)

(64 284)

(64 284)

Revenue deferred

(3 083)

(6 538)

(5 358)

(10 373)

(17 188)

Revenue recognized

5 546

6 028

11 407

11 600

28 505

Disposals & currency

664

1 365

(2 565)

2 411

(2 773)

Customer project liabilities end of period

(52 255)

(60 645)

(52 255)

(60 645)

(55 740)

Note 4 - Personnel expenses

2020

2019

2020

2019

2019

(NOK 1 000)

Apr-Jun

Apr-Jun

Jan-Jun

Jan-Jun

Jan-Dec

Salary

94 642

92 408

186 873

188 663

366 516

Tantieme and variable compensation

6 405

6 360

8 962

9 814

19 437

Social security tax

11 844

12 837

25 766

27 017

54 099

Pension costs

4 918

5 080

9 819

10 318

19 333

Other expenses

2 279

4 589

7 173

8 417

24 953

Capitalised development expenses

(1 962)

(3 361)

(4 669)

(7 504)

(16 290)

Capitalised implementation costs customer projects

(4 994)

(11 003)

(9 214)

(22 245)

(29 505)

Total personnel expenses

113 131

106 911

224 710

214 480

438 543

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Zalaris ASA Interim Report Q2 2020

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Note 5 - Finance income and finance expense

(NOK 1 000)

Interest income on bank accounts and receivables Currency gain

Other financial income

Finance income

Interest exp. on financial liab. measured at amortised cost Currency loss

Unrealised foreign currency loss Interest expense on leasing Other financial expenses

Finance expenses

Net financial items

2020

2019

2020

2019

2019

Apr-Jun

Apr-JunJan-Jun

Jan-JunJan-Dec

56

34

109

69

160

1 335

273

3 943

1 008

1 916

215

-503

296

-637

556

1 605

-196

4 347

440

2 632

5 145

5 320

10 928

9 951

19 253

773

597

2 260

2 445

3 377

-25 559

511

40 739

-7 775

-2 375

402

-602

847

-

2 126

1 060

2 688

1 786

3 390

4 302

-18 179

8 514

56 559

8 011

26 683

19 785

-8 710

-52 211

-7 571

-24 051

Note 6 - Intangible assets

Licenses

Intern.

Internally

Customer

Goodwill

Total

and

developed

developed AuC

Relation &

(NOK 1 000)

software

software

Contracts

Book value 01.01.2020

4 505

34 652

17 889

75 905

153 248

286 198

Additions of the period

-

(659)

2 971

4 628

-

6 940

Reclassifications

-

15 009

(15 009)

-

-

-

Disposals and currency effects

248

2 081

740

1 142

12 413

16 623

This period ordinary amortisation

(944)

(7 394)

-

(5 494)

-

(13 831)

Book value 30.6.2020

3 808

43 689

6 592

76 181

165 660

295 930

Book value 01.01.2019

9 057

28 768

19 937

85 302

151 996

295 059

Additions of the period

101

915

8 705

-

-

9 721

Reclassifications

-

17 262

(17 262)

-

-

0

Disposals and currency effects

(79)

(69)

(766)

(1 903)

(3 461)

(6 278)

This period ordinary amortisation

(1 634)

(6 846)

-

(4 953)

-

(13 433)

Book value 30.6.2019

7 445

40 031

10 614

78 446

148 535

285 070

Book value 01.01.2019

9 057

28 768

19 937

85 302

151 996

295 059

Additions of the period

135

1 579

21 389

-

-

23 103

Reclassifications

-

18 055

(18 055)

-

-

-

Disposals and currency effects

(1 744)

(39)

(5 381)

652

1 253

(5 259)

This period ordinary amortisation

(2 944)

(13 711)

-

(10 049)

-

(26 705)

Book value 31.12.2019

4 505

34 652

17 889

75 905

153 248

286 198

Useful life

3-10 years

5 years

N/A

10 years

N/A

Depreciation method

linear

linear

linear

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Zalaris ASA Interim Report Q2 2020

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Note 7 - Right-of-use assets and lease liabilities

Zalaris leases several assets such as buildings, equipment and vehicles. The Group's right-of-use assets are categorized and presented in the table below:

Right-of-use assets

2020

2019

2019

(NOK 1 000)

30. Jun

30. Jun

31. Dec

Opening balance

34 849

52 326

52 326

Adjustments and additions

3 911

3 474

4 455

Depreciation and impairments

10 232

10 800

21 932

Terminations

43

-

-

Foreign currency transaction gain/(loss)

-1 224

-1

-

Closing balance

29 710

45 001

34 849

Lower of remaining lease term or economic life. Linear depreciation 1-10 years

Lease liabilities

2020

2019

2019

(NOK 1 000)

30. Jun

30. Jun

31. Dec

Opening balance

35 635

52 326

52 326

Additions and lease modifications

3 911

3 474

4 455

Lease payments including interest

10 894

11 097

20 683

Foreign currency transaction gain/(loss)

2 310

-228

-463

Closing balance

30 962

44 475

35 635

Lease liabilities

2020

2019

2019

(NOK 1 000)

30. Jun

30. Jun

30. Jun

Short-term

16 483

21 802

19 099

Long-term

14 478

22 673

16 536

Total lease liabilities at 30 June 2020

30 961

44 475

35 635

Note 8 - Cash and cash equivalents and short term deposits

(NOK 1 000)

Cash in hand and at bank - unrestricted funds

Deposit accounts - guarantee rent obligations - restricted funds Employee withheld taxes - restricted funds

Cash and cash equivalents

2020

2019

2019

30. Jun

30. Jun

31. Dec

122 873

41 667

75 182

2 552

14 689

2 480

3 528

3 214

4 787

128 953

59 570

82 448

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Zalaris ASA Interim Report Q2 2020

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Note 9 - Interest-bearing loans and borrowings

2020

2019

2019

(NOK 1 000)

Annual interest

Maturity

30. Jun

30. Jun

31. Dec

Bond loan

3 m Euribor + 4.75%

28.09.2023

380 421

339 494

345 188

Loan fees bond

28.09.2023

(5 859)

(6 654)

(6 760)

Commerzbank - DE

1.3%

31.12.2031

13 340

13 322

13 834

Landesbank Baden-Würtenberg

4.0%

31.12.2022

2 019

-

2 200

Landesbank Baden-Würtenberg

1.95 %

31.12.2031

11 101

13 786

9 270

MBG

From 5.0% to 6.5%

2020-2026

5 869

7 057

5 326

SG Finance loans

From 4.0% to 6.7%

2019-2023

-

1 287

-

Total interest-bearing loans

406 892

368 293

369 058

Total long-terminterest-bearing loans

405 514

354 507

362 487

Total short-terminterest-bearing loans

1 378

13 786

6 571

Total interest-bearing loans

406 892

368 293

369 058

The Company's bond loan of EUR 35 million is listed on the Oslo Stock Exchange. The loan in Commerzbank DE relates to the office building in Leipzig, which is owned by the Company.

Note 10 - Transactions with Related Parties

Purchase from related parties:

(NOK 1 000)

2020

2019

2020

2019

2019

Related party

Transaction

Apr-Jun

Apr-Jun

Jan-Jun

Jan-Jun

Jan-Dec

Rayon Design AS 1)

Management Services

815

411

953

558

1 556

Haug Advisory AS 2)

Management Services

-

-

-

100

200

Total

815

411

953

658

1 756

  1. Hans-PetterMellerud, CEO, owns 40% of Rayon Design AS though his company Norwegian Retail AS
  2. Jon Erik Haug, Board Member of Zalaris ASA, owns 100% of Haug Advisory AS

Note 11 - Events after Balance Sheet Date

There have been no events after the balance sheet date significantly affecting the Group's financial position.

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Responsibility statement

We confirm, to the best of our knowledge, that the condensed set of financial statements for the period from January 1 to June 30 2020 has been prepared in accordance with IAS 34 - Interim Financial Reporting, and gives a true and fair view of the Group's assets, liabilities, financial position and profit or loss as a whole. We also confirm, to the best of our knowledge, that the interim management report includes a fair review of important events that have occurred during the first six months of the financial year and their impact on the condensed set of financial statements, a description of the principal risks and uncertainties for the remaining six months of the financial year, and major related parties transactions.

Oslo, 17 August 2020

The Board of Directors of Zalaris ASA

____________________________

____________________________

Adele Norman Pran

Liselotte Hägertz Engstam

sign.

sign.

____________________________

____________________________

Corinna Schäfer

Erik Langaker

sign.

sign.

____________________________

____________________________

Jon Erik Haug

Stefan Charette

sign.

sign.

____________________________

Jan Koivurinta

sign.

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Zalaris ASA Interim Report Q2 2020

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Alternative Performance Measures (APMs)

Zalaris' financial information is prepared in accordance with IFRS. In addition, financial performance measures (APMs) are used by Zalaris to provide supplemental information to enhance the understanding of the Group's underlying financial performance. These APMs take into consideration income and expenses defined as items regarded as special due to their nature and include among others restructuring provisions and write-offs. Financial APMs should not be considered as a substitute for measures of performance in accordance with IFRS. Disclosures of APMs are subject to established internal control procedures.

Adjusted EBITDA and EBIT

EBIT, earnings before interest and tax is defined as the earnings excluding the effects of how the operations where financed, taxed and excluding foreign exchange gains & losses. EBIT is used as a measure of operational profitability. EBITDA is before depreciation, amortization and impairment of tangible assets and in-house development projects. To abstract non-recurring or income not reflective of the underlying operational performance, the Group also lists the adjusted EBIT and EBITDA. Adjusted EBIT is defined as EBIT excluding non-recurring costs, costs relating to share based payments to employees, and amortization of excess values on acquisition. Adjusted EBITDA is EBITDA excluding non-recurring costs and costs relating to share based payments to employees, but after depreciation of right-of-use assets.

(NOK 1 000) EBITDA Restructuring costs Share-based payments Depreciation right-of-use assets (IFRS 16 effect) Adjusted EBITDA

(NOK 1 000) EBIT Restructuring costs Share-based payments Amortization of excess values on acquisition Adjusted EBIT

2020

2019

2020

2019

2019

Apr-Jun

Apr-Jun

Jan-Jun

Jan-JunJan-Dec

29 318

26 352

60 171

54 171

103 381

2 022

-

2 598

-

4 259

467

492

1 154

581

1 841

(4 941)

(5 456)

(10 232)

(10 800)

(21 932)

26 866

21 388

53 690

43 953

87 549

2020

2019

2020

2019

2019

Apr-Jun

Apr-Jun

Jan-Jun

Jan-JunJan-Dec

7 367

4 412

16 818

10 895

14 091

2 022

-

2 598

-

4 259

467

492

1 154

581

1 841

2 834

2 473

5 511

4 953

10 049

12 690

7 377

26 081

16 429

30 240

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.

2020

2019

2020

2019

2019

(NOK 1 000)

Apr-Jun

Apr-Jun

Jan-Jun

Jan-Jun

Jan-Dec

Net cash flow from operating activities

45 398

4 961

62 301

(17 065)

42 508

Investment in fixed and intangible assets

(3 593)

(7 101)

(7 270)

(11 349)

(25 462)

Free cash flow

41 805

(2 140)

55 031

(28 414)

17 046

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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.

(NOK 1 000) Cash and cash equivalents Interest-bearing loans and borrowings - long-term Interest bearing loans and borrowings - short-term Net interest-bearing debt (NIBD)

2020

2019

2019

30.Jun

30.Jun

31.Dec

128 953

59 570

82 448

(405 514)

(354 507)

(362 487)

(1 378)

(13 786)

(6 571)

(277 939)

(308 723)

(286 610)

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).

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Key Figures

(NOKm unless otherwise stated)

Q1 2019

Q2 2019

Q3 2019

Q4 2019

Q1 2020

Q2 2020

Revenues

192,4

187,5

190,7

206,2

200,6

198,4

Revenue growth (YoY)

3,3 %

-0,7 %

8,2 %

6,2 %

4,3 %

5,8 %

EBITDA adjusted

22,9

21,4

24,7

18,9

26,8

26,9

EBITDA margin

11,9 %

11,4 %

12,9 %

9,2 %

13,4 %

13,5 %

EBIT adjusted

9,3

7,4

8,9

5,0

13,4

12,7

EBIT margin

4,9 %

3,9 %

4,6 %

2,4 %

6,7 %

6,4 %

Profit Before Tax

7,6

(4,3)

(9,3)

(4,0)

(62,5)

27,2

Income Tax Expense

(1,4)

1,0

2,7

0,7

14,0

(4,7)

Net income

6,3

(3,3)

(6,6)

(3,3)

(48,6)

22,4

Profit margin

3,3 %

-1,8 %

-3,5 %

-1,6 %

-24,2 %

11,3 %

Weighted # of shares outstanding (m)

19,9

19,9

19,8

19,7

19,6

19,6

Basic EPS (NOK)

0,31

(0,17)

(0,34)

(0,17)

(2,48)

1,14

Diluted EPS (NOK)

0,28

(0,17)

(0,34)

(0,17)

(2,48)

1,11

Cash flow items

Cash from operating activities

(22,0)

(17,1)

(8,2)

50,7

16,9

62,3

Investments

(4,2)

(11,3)

(8,4)

(17,1)

(3,7)

(7,3)

Net changes in cash and cash equi.

(37,2)

(46,7)

41,3

18,2

3,9

44,9

Cash and cash equivalents end of period

69,3

59,6

64,8

82,4

87,5

129,0

Net interest-bearing debt

299,0

308,7

311,0

286,6

344,5

277,9

Equity

105,3

100,1

101,6

92,2

95,9

101,5

Equity ratio

13,9 %

13,8 %

14,3 %

12,9 %

12,4 %

13,5 %

Number of FTE (Period End)

822

825

803

753

728

723

Segment overview*

Q1 2019

Q2 2019

Q3 2019

Q4 2019

Q1 2020

Q2 2020

Revenues

192,4

187,5

190,7

206,2

200,6

198,4

Managed Services

136,2

133,9

130,4

153,2

142,3

137,1

Professional Services

56,1

53,7

60,3

53,0

58,3

61,3

EBIT

6,5

4,4

4,8

(1,6)

9,5

7,4

Managed Services

13,6

15,8

10,6

14,9

16,7

16,0

as % of revenue

10,0 %

11,8 %

8,2 %

9,7 %

11,8 %

11,7 %

Professional Services

8,7

3,5

9,1

(0,3)

6,3

4,1

as % of revenue

15,5 %

6,5 %

15,1 %

-0,6 %

10,8 %

6,6 %

Gr.ovhd & Unallocated

(15,8)

(14,9)

(15,0)

(16,2)

(13,6)

(12,7)

*Revenue from certain consulting services previously report as part of Managed Services have been moved to Professional Services from 1

January 2020. Business development costs previously included within Group Overhead has been allocated to the business segments from 1

January 2020. Comparable historical information has been updated accordingly.

25

Zalaris ASA Interim Report Q2 2020

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IR contacts:

Hans-Petter Mellerud

CEO hans-petter.mellerud@zalaris.com+47 928 97 276

Gunnar Manum

CFO gunnar.manum@zalaris.com+47 951 79 190

Financial information

Interim report Q3 2020 to be published 29 October 2020

All financial information is published on the Zalaris' website: http://www.zalaris.com/Investor-Relations/

Financial reports can also be ordered at ir@zalaris.com.

Zalaris ASA

PO Box1053 Hoff

0218 Oslo

Norway

26

Zalaris ASA Interim Report Q2 2020

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Zalaris ASA published this content on 17 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 August 2020 09:55:02 UTC